<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED JUNE 30, 1999
Commission file number: 0-19298
RIDDELL SPORTS INC.
(Exact name of registrant as specified in its charter)
DELAWARE 22-2890400
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
50 East 42nd Street, Suite 1808, New York, New York, 10017
(Address of principal executive offices) (Zip code)
(212) 808-5400
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if
changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes[ X ] No [ ]
Indicate the number of shares outstanding of each of the registrant's classes
of common stock, as of the latest practicable date.
9,258,957 Common Shares as of August 12, 1999
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RIDDELL SPORTS INC.
INDEX
Page
Form 10-Q Cover Page . . . . . . . . . . . . . . . . . . . . . . . . 1
Form 10-Q Index . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Part I. Financial Information:
Item 1. Financial Statements:
Condensed Consolidated Balance Sheets . . . . . . . . . . . 3
Condensed Consolidated Statements of Operations . . . . . . 4
Condensed Consolidated Statements of Stockholders' Equity . 5
Condensed Consolidated Statements of Cash Flows . . . . . . 6
Notes to Condensed Consolidated Financial Statements . . . . 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations . . . . . . 10
Part II. Other Information:
Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . 15
Item 2. Changes in Securities . . . . . . . . . . . . . . . . . . . 15
Item 3. Defaults upon Senior Securities . . . . . . . . . . . . . . 15
Item 4. Submission of Matters to a Vote of Security Holders . . . . 15
Item 5. Other Information . . . . . . . . . . . . . . . . . . . . . 15
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . 15
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SPECIAL CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS
This Report contains certain statements which are "forward looking"
statements under the federal securities laws that are based on the beliefs of
management as well as assumptions made by and information currently available
to management. Forward looking statements appear in Note 6 of Notes to
Condensed Consolidated Financial Statements and throughout Item 2 of Part I,
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" concerning the Company's determination of product liability
reserves and tax estimates, the seasonal patterns of working capital, revenue
and operating results in its business and estimated cost and timing of Year
2000 readiness programs and possible risks related thereto. Certain factors
could cause actual results to differ materially from those in the forward-
looking statements including without limitation, (i) continuation of historical
patterns of demand for the Company's products and the Company's ability to meet
the demand; (ii) actions by competitors, including without limitation new
product introductions; (iii) the loss of domestic or foreign suppliers; (iv)
changes in business strategy or new product lines and the Company's ability to
successfully implement these; (v) the outcome of pending product liability
claims and potential future claims; (vi) the Company's ability to accurately
assess and successfully remedy Year 2000 issues within the time frame
anticipated by management and within the estimated costs; (vii) the ability of
third parties with whom the Company has material relationships to remedy their
Year 2000 issues on a timely basis; (viii) the Company's ability to estimate
future tax charges and benefits; and (ix) changes in interest rates and general
economic conditions. The Company does not intend to update these forward
looking statements.
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Part 1. FINANCIAL INFORMATION; Item 1. FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
RIDDELL SPORTS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands)
June 30, December 31,
1999 1998
------------ ------------
<S> <C> <C>
ASSETS
Current assets:
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,598 $ 1,752
Accounts receivable, trade, less allowance for doubtful
accounts ($1,424 and $1,302 respectively) (Note 3) . . . . . . . . . 59,300 28,016
Inventories (Note 4) . . . . . . . . . . . . . . . . . . . . . . . . . 38,265 28,763
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,618 6,493
Other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . 1,614 1,644
Deferred taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,253 1,253
------------ ------------
Total current assets . . . . . . . . . . . . . . . . . . . . . 109,648 67,921
Property, plant and equipment, less accumulated
depreciation ($8,421 and $7,213 respectively) . . . . . . . . . . . . 8,159 7,871
Intangibles and deferred charges, less accumulated
amortization ($15,877 and $13,858 respectively) . . . . . . . . . . . 107,667 108,735
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,523 1,684
------------ ------------
$ 227,997 $ 186,211
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 17,000 $ 12,744
Accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . 13,124 11,253
Customer deposits . . . . . . . . . . . . . . . . . . . . . . . . . . 10,345 5,961
------------ ------------
Total current liabilities . . . . . . . . . . . . . . . . . . 40,469 29,958
Long-term debt (Note 5) . . . . . . . . . . . . . . . . . . . . . . . . . 159,465 126,900
Deferred taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 348 348
Other Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,254 3,554
Contingent liabilities (Note 6) . . . . . . . . . . . . . . . . . . . . . - -
Stockholders' equity
Preferred stock . . . . . . . . . . . . . . . . . . . . . . . . . . . - -
Common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93 93
Additional paid in capital . . . . . . . . . . . . . . . . . . . . . . 36,849 36,849
Accumulated deficit . . . . . . . . . . . . . . . . . . . . . . . . . (12,481) (11,491)
------------ ------------
24,461 25,451
------------ ------------
$ 227,997 $ 186,211
============ ============
See notes to condensed consolidated financial statements.
</TABLE>
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<TABLE>
<CAPTION>
RIDDELL SPORTS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share amounts)
Three Months Ended Six Months Ended
June 30, June 30,
--------------------------- ---------------------------
1999 1998 1999 1998
----------- ----------- ------------ -----------
<S> <C> <C> <C> <C>
Net revenues:
Net sales, products and reconditioning . $ 52,701 $ 46,988 $ 76,514 $ 68,815
Camps and events . . . . . . . . . . . . 12,540 11,489 22,673 20,112
Royalty income . . . . . . . . . . . . . 285 531 598 1,060
----------- ----------- ------------ -----------
65,526 59,008 99,785 89,987
----------- ----------- ------------ -----------
Cost of revenues:
Products and reconditioning . . . . . . . 28,280 25,886 42,384 39,315
Camps and events . . . . . . . . . . . . 9,149 8,641 15,531 14,222
----------- ----------- ------------ -----------
Cost of revenues . . . . . . . . . . . . . . 37,429 34,527 57,915 53,537
----------- ----------- ------------ -----------
Gross profit . . . . . . . . . . . . . . . . 28,097 24,481 41,870 36,450
Selling, general and
administrative expenses . . . . . . . . . . 18,633 16,516 35,115 32,234
----------- ----------- ------------ -----------
Income from operations . . . . . . . . . . . 9,464 7,965 6,755 4,216
Interest expense . . . . . . . . . . . . . . 4,097 3,971 7,745 7,331
----------- ----------- ------------ -----------
Income (loss) before taxes . . . . . . . . . 5,367 3,994 (990) (3,115)
Income taxes (benefit) . . . . . . . . . . . - 1,830 - (1,870)
----------- ----------- ------------ -----------
Net income (loss) . . . . . . . . . . . . . . $5,367 $2,164 ($990) ($1,245)
=========== =========== ============ ===========
Net earnings (loss) per share :
Basic . . . . . . . . . . . . . . . . $0.58 $0.24 ($0.11) ($0.14)
Diluted . . . . . . . . . . . . . . . $0.51 $0.20 ($0.11) ($0.14)
Weighted average number common and
common equivalent shares outstanding:
Basic . . . . . . . . . . . . . . . . 9,259 9,128 9,259 9,116
Diluted . . . . . . . . . . . . . . . 10,754 11,225 9,259 9,116
See notes to condensed consolidated financial statements.
</TABLE>
4
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<TABLE>
<CAPTION>
RIDDELL SPORTS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Unaudited)
(In thousands)
Retained
Common Stock Additional earnings Total
--------------------- paid in (Accumulated Stockholders'
Shares Amount capital deficit) equity
---------- --------- ------------ ------------ --------------
<S> <C> <C> <C> <C> <C>
For the six months ended June 30, 1998:
Balance, January 1, 1998 . . . . 9,079 $ 91 $ 36,386 ($ 4,352) $ 32,125
Issuance of common stock upon
exercise of stock options . 27 - 59 - 59
Stock issued to employees . . 27 - 128 - 128
Net loss for the period . . . - - - (1,245) (1,245)
---------- --------- ------------ ------------ --------------
Balance, June 30, 1998 . . . . . 9,133 $ 91 $ 36,573 ($ 5,597) $ 31,067
========== ========= ============ ============ ==============
For the six months ended June 30, 1999:
Balance, January 1, 1999 . . . 9,259 $ 93 $ 36,849 ($ 11,491) $ 25,451
Net loss for the period . . . - - - (990) (990)
---------- --------- ------------ ------------ --------------
Balance, June 30, 1999 . . . . . 9,259 $ 93 $ 36,849 ($ 12,481) $ 24,461
========== ========= ============ ============ ==============
See notes to condensed consolidated financial statements.
</TABLE>
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<TABLE>
<CAPTION>
RIDDELL SPORTS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
Three Months Ended Six Months Ended
June 30, June 30,
--------------------------- ---------------------------
1999 1998 1999 1998
----------- ----------- ------------ -----------
<S> <C> <C> <C> <C>
Cash flows from operating activities:
Net income (loss) . . . . . . . . . . . . . . $5,367 $2,164 ($ 990) ($ 1,245)
Adjustments to reconcile net income (loss)
to net cash used in operating activities:
Depreciation and amortization:
Amortization of debt issue costs . . . . 209 204 410 407
Other depreciation and amortization . . . 1,398 1,407 2,817 2,737
Provision for losses on accounts receivable 68 176 441 370
Deferred taxes . . . . . . . . . . . . . . - 1,830 - (1,870)
Changes in assets and liabilities:
(Increase) decrease in:
Accounts receivable, trade . . . . . . (28,145) (26,556) (31,725) (29,318)
Inventories . . . . . . . . . . . . . . (3,371) (1,654) (9,502) (4,180)
Prepaid expenses . . . . . . . . . . . (606) (68) (1,125) (730)
Other receivables . . . . . . . . . . . (115) (70) 30 (136)
Other assets . . . . . . . . . . . . . 11 (23) (839) (64)
Increase (decrease) in:
Accounts payable . . . . . . . . . . . 5,380 7,149 4,256 7,699
Accrued liabilities . . . . . . . . . . 5,091 4,050 1,871 (55)
Customer deposits . . . . . . . . . . . 6,885 7,666 4,384 5,881
Other liabilities . . . . . . . . . . . (300) - (300) -
----------- ----------- ------------ -----------
Net cash used in operating activities (8,128) (3,725) (30,272) (20,504)
----------- ----------- ------------ -----------
Cash flows from investing activities:
Capital expenditures . . . . . . . . . . . . (770) (468) (1,496) (1,020)
Other . . . . . . . . . . . . . . . . . . - - (419) -
----------- ----------- ------------ -----------
Net cash used in investing activities (770) (468) (1,915) (1,020)
----------- ----------- ------------ -----------
Cash flows from financing activities:
Net borrowings under line-of-credit agreement 9,765 4,800 32,565 22,000
Debt issue costs . . . . . . . . . . . . . . (532) - (532) -
Proceeds from issuance of common stock . . . - 14 - 59
----------- ----------- ------------ -----------
Net cash provided by financing activities 9,233 4,814 32,033 22,059
----------- ----------- ------------ -----------
Net increase (decrease) in cash . . . . . . . . 335 621 (154) 535
Cash, beginning . . . . . . . . . . . . . . . . . 1,263 925 1,752 1,011
----------- ----------- ------------ -----------
Cash, end . . . . . . . . . . . . . . . . . . $1,598 $1,546 $1,598 $1,546
=========== =========== ============ ===========
See notes to condensed consolidated financial statements.
</TABLE>
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RIDDELL SPORTS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of presentation
The condensed consolidated financial statements include the accounts of
the Company and its wholly-owned subsidiaries. All significant intercompany
accounts and transactions have been eliminated. These statements are
unaudited, and in the opinion of management include all adjustments (consisting
only of normal recurring adjustments) necessary for the fair presentation of
the Company's consolidated financial position and the consolidated results of
its operations and cash flows at June 30, 1999 and 1998 and for the periods
then ended. Certain information and footnote disclosures made in the last
Annual Report on Form 10-K have been condensed or omitted for these interim
statements. Accordingly, these condensed consolidated financial statements
should be read in conjunction with the December 31, 1998 Annual Report on Form
10-K. Operating results for the six months ended June 30, 1999 are not
necessarily indicative of the results to be expected during the remainder of
1999.
Operating results for the second quarter and six-month period ending June
30, 1999 included no income tax expense or credit because of the Company's
existing net operating loss carryforwards. For the second quarter of 1998,
operations included an income tax expense of $1,830,000 and for the first six
months of 1998 operations included an income tax credit of $1,870,000 which
reduced the loss for the six months ended June 30, 1998. Ultimately, results
for the 1998 fiscal year were a net loss and no tax benefit was recognized for
the year.
2. Earnings per share
The Company's basic earnings (loss) per share amounts have been computed
by dividing earnings (loss) by the weighted average number of outstanding
common shares. Diluted earnings (loss) per share is computed by adjusting
earnings for effect of the assumed conversion of dilutive securities and
dividing the result by the weighted average number of common shares and common
equivalent shares relating to dilutive securities. A reconciliation between
the numerators and denominators for these calculations follows:
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, June 30,
-------------------- --------------------
1999 1998 1999 1998
--------- -------- -------- --------
(In thousands)
<S> <C> <C> <C> <C>
Earnings (loss) - numerator:
Net income (loss) $ 5,367 $2,164 ($ 990) ($1,245)
Effect of assumed conversion of convertible debt,
when dilutive, - interest savings net of tax 105 57 - -
--------- -------- -------- --------
Numerator for diluted per share computation $ 5,472 $2,221 ($ 990) ($1,245)
========= ======== ======== ========
Shares - denominator:
Weighted average number of outstanding common shares 9,259 9,128 9,259 9,116
Weighted average common equivalent shares:
Options and warrants, assumed exercise of
dilutive options and warrants, net of treasury shares
which could have been purchased from the proceeds of
the assumed exercise based on average market prices 100 702 - -
Convertible debt, assumed conversion when dilutive 1,395 1,395 - -
--------- -------- -------- --------
Denominator for diluted per share computation 10,754 11,225 9,259 9,116
========= ======== ======== ========
</TABLE>
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<PAGE> 8
RIDDELL SPORTS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the six-month periods ended June 30, 1999 and 1998 potentially
dilutive securities, which include convertible debt, Common Stock options and
warrants, were not dilutive due to the net losses incurred and were excluded
from the computation of diluted earnings per share.
3. Receivables
It is the Company's policy to record revenues when goods have been
shipped. Accounts receivable include unbilled shipments of approximately
$12,769,000 and $1,678,000 at June 30, 1999 and December 31, 1998,
respectively. Unbilled shipments represent receivables for shipments that
have not been invoiced. These amounts relate principally to partial shipments
to customers who are not invoiced until their order is shipped in its entirety
or customers with orders containing other terms that require a deferral in the
issuance of an invoice. Management believes that substantially all of these
unbilled receivables will be invoiced within the current sales season.
4. Inventories
Inventories consist of the following:
(In thousands) June 30, December 31,
1999 1998
--------- ----------
Finished goods $24,895 $16,584
Work-in-process 2,562 2,769
Raw materials 10,808 9,410
--------- ----------
$ 38,265 $ 28,763
========= ==========
5. Long Term Debt
In April 1999, the Company entered into a revised credit facility with Bank
of America National Trust and Savings Association. The revised credit facility
replaces the Company's $35 million credit facility with NationsBank (now named
Bank of America ) and NBD Bank who subsequently became a participant in the
revised facility. The revised credit facility consists of a line of credit in
a principal amount not to exceed $48 million, expiring at the end of December
2003. Draws under the line of credit are limited to a percentage of certain
receivables and inventory. The outstanding balance of the line accrues
interest at a rate of LIBOR plus a margin of 2.25% on draws so designated by
the Company, payable at the end of the applicable interest period, but not less
frequently than quarterly, and on other draws at the higher of the bank's prime
rate plus a margin of 0.75% or the Federal Funds rate plus 1.25%, payable
monthly. The credit facility also calls for an unused line fee equal to an
annual rate of 0.375% applied to the amount by which the lesser of $40 million
and the then maximum revolving amount exceeds the average daily balance of
outstanding borrowings under the line. After December 31, 1999 the margin of
the interest rate over the related rates is subject to quarterly adjustment
dependent on certain financial ratios. The interest rate margin can vary
between 1.75% and 2.75% over LIBOR, 0.25% to 1.25% over the prime rate and
0.75% and 1.75% over the Federal Funds rate. The credit facility agreement
contains certain covenants which, among other things, require the Company to
meet certain financial ratio and net worth tests, restrict the level of
additional indebtedness the Company may incur, limit payments of dividends,
restrict the sale of assets and limit investments the Company may make. The
credit facility also requires repayment of the principal amount upon the
occurrence of a change in the control, as defined, of the Company. The
Company has pledged essentially all of its tangible assets as collateral for
the credit facility.
8
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RIDDELL SPORTS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
6. Litigation matters and contingencies
At June 30, 1999, the Company was a defendant in 4 product liability suits
relating to personal injuries allegedly related to the use of helmets
manufactured or reconditioned by subsidiaries of the Company. The Company
estimates that the uninsured portion of future costs and expenses related to
these claims and incurred but not reported claims will amount to at least
$3,700,000, and accordingly, a reserve in this amount is included in the
Condensed Consolidated Balance Sheet at June 30, 1999 as part of accrued
liabilities and other liabilities. These reserves are based on estimates of
losses and defense costs not covered by insurance that are anticipated to
result from such claims, from within a range of potential outcomes, based on
available information, including an analysis of historical data such as the
rate of occurrence and the settlement amounts of past cases. However, due to
the uncertainty involved with estimates, the ultimate outcome of these claims,
or potential future claims, cannot presently be determined and actual results
on certain claims have at times varied substantially from earlier estimates and
could do so in the future. Accordingly, there can be no assurance that the
ultimate costs of such claims will fall within the established reserves.
7. Supplemental cash flow information
Cash paid for interest was $6,968,000 and $7,630,000 for the six-month
periods ended June 30, 1999 and 1998, respectively. Income tax payments, or
refunds, were not significant for the periods ended June 30, 1999 and 1998.
During the six-month period ended June 30, 1998 the Company issued shares of
its Common Stock, valued at $128,000 based on quoted market values at the time
of grant, to certain employees as consideration for compensation included in
accrued liabilities at December 31, 1997.
8. Segment information:
Net revenues and income or loss from operations for the Company's three
reportable segments are as follows:
<TABLE>
<CAPTIONS>
Three Months Ended Six Months Ended
June 30, June 30,
--------------------------- ---------------------------
1999 1998 1999 1998
----------- ----------- ------------ -----------
<S> <C> <C> <C> <C>
(In thousands)
Net revenues:
Institutional products and services . . . $61,782 $54,341 $92,139 $81,494
Retail products . . . . . . . . . . . . . 3,459 4,136 7,048 7,433
Trademark licensing . . . . . . . . . . . 285 531 598 1,060
----------- ----------- ------------ -----------
Consolidated total . . . . . . . . . $65,526 $59,008 $99,785 $89,987
=========== =========== ============ ===========
Income (loss) from operations:
Institutional products and services . . . $10,244 $ 8,500 $ 8,202 $ 5,564
Retail products . . . . . . . . . . . . . (30) 235 17 (129)
Trademark licensing . . . . . . . . . . . 98 302 239 606
Corporate and unallocated expenses . . . (848) (1,072) (1,703) (1,825)
----------- ----------- ------------ -----------
Consolidated total . . . . . . . . . $ 9,464 $7,965 $ 6,755 $4,216
=========== =========== ============ ===========
</TABLE>
9
<PAGE> 10
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Overview and seasonality
Operations for the three-month period ended June 30, 1999 resulted in net
income of $5.4 million, or $0.51 per share on a diluted basis, in comparison to
net income of $2.2 million or $0.20 per share on a diluted basis for the second
quarter of 1998. While the results for the 1998 second quarter and year to
date period included the impact of taxes accrued in the periods, no income tax
benefit or expense was recorded for the 1999 periods.
Income before taxes for the second quarter of 1999 increased by 34%, or
$1.4 million, to $5.4 million in comparison to $4.0 million for the second
quarter of 1998. For the six-month period the loss before taxes decreased $2.1
million to $1.0 million, a 68% improvement in comparison to the $3.1 million
loss before taxes for the 1998 year to date period. The improvements were due
to increased revenues, higher gross margin rates and the impact of cost cutting
measures implemented late in 1998.
The second quarter profits for both 1999 and 1998 were offset by losses
earlier in the year resulting in a net loss of $1.0 million for the first half
of 1999 and a net loss of $1.2 million for the first half of 1998. The first
half loss, while lower than in previous years, was anticipated and is
consistent with the seasonality of the Company's business. In recent years,
operations have been most profitable in the second and third quarters, with the
third quarter typically the strongest, and losses have been incurred in the
first and fourth quarters. Factors influencing this seasonal pattern were
discussed in the Company's 1998 Annual Report on Form 10-K.
Revenues
Revenues for the three-month period ended June 30, 1999 increased 11%, or
$6.5 million, to $65.5 million from $59.0 million for the second quarter of
1998. For the six-month period ended June 30, 1999 revenues also increased
11%, or $9.8 million, to $99.8 million from $90.0 million for the first half of
1998.
The revenue gains in both periods came from the Company's institutional
segment where sales increased 14%, or $7.5 million, to $61.8 million for the
second quarter of 1999 from $54.3 million for the second quarter of 1998. For
the six-month period, institutional revenues increased 13%, or $10.6 million,
to $92.1 million for the first half of 1999 from $81.5 million for the first
half of 1998. All institutional product lines showed sales increases over the
year ago periods. Both volume growth and generally higher prices contributed
to the increases. Revenues also benefitted from first year sales of the
Company's new line of Umbro-branded soccer products and its new line of
athletic game uniforms, primarily for football. These two new product lines
generated nearly one-third of the incremental revenues for the both the quarter
and year to date period.
Revenues from the retail segment in 1999 totaled $3.5 million for the
second quarter and $7.0 million for the six months, down $0.6 million and $0.4
million, respectively. The declines were anticipated and are principally the
result of a decrease in the volume of youth football equipment sold to
retailers because the Company is shifting its emphasis on youth football
equipment sales to the direct sales force within its
10
<PAGE> 11
institutional segment. While sales of sports collectible products also
decreased in the second quarter of 1999 in comparison to the year ago period,
year-to-date sales of these products remain above 1998 levels.
Revenues from trademark licensing declined to $0.3 million in the second
quarter of 1999 from $0.5 million for the second quarter of 1998. For the six-
month period royalty revenues declined to $0.6 million for the six-month period
of 1999 from $1.0 million for the 1998 period. The decline was anticipated due
to the expiration of certain licenses.
Gross Profit
Gross profit for the second quarter of 1999 increased by 15% to $28.1
million from $24.5 million for the 1998 quarter, and 15% for the six-month
period to $41.9 million in 1999 from $36.5 million in 1998. Gross margins
increased by 1.4 points as a percentage of revenues to 42.9% for the second
quarter of 1999 from 41.5% for the second quarter of 1998. For the six-month
period, gross margin rates increased by 1.5 points to 42.0% for the first
half of 1999 from 40.5% for the first half of 1998. Margin rates improved as
a result of modest increases in selling prices, favorable negotiations with
vendors and contractors and certain other actions taken at the end of 1998
which also reduced costs for 1999. These improvements were offset, in part, by
a change in product mix as a portion of the Company's revenue growth occurred
in product lines which have margin rates below the Company's overall average.
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased as a percentage of
revenues for the second quarter of 1999, but were lower than 1998 levels for
the six-month period ended June 30, 1999.
Selling, general and administrative expenses for the second quarter of
1999 increased to 28.4% of revenues from 28.0% of revenues for the second
quarter of 1998. For the six-month period ended June 30, 1999, selling,
general and administrative expenses decreased as a percentage of revenues to
35.2% this year from 35.8% last year. The year-to-date improvement is
principally the result of cost savings initiatives implemented at the end of
1998 and improved absorption of the relatively fixed portions of selling,
general and administrative expenses resulting from the increase in revenues
for the six-month period.
Interest Expense
Interest expense increased by $0.1 million to $4.1 million for the second
quarter of 1999 from $4.0 million for the second quarter of 1998. For the six-
month period ended June 30, 1999, interest expense increased by $0.4 million to
$7.7 million from $7.3 million for the first six months of 1998. The increase
is attributable to an increase in average indebtedness which was principally
due to higher indebtedness at the beginning of 1999 than at the beginning of
1998 and increased working capital demands related to the Company's new line of
Umbro-branded soccer products and volume growth in other product lines.
Income Taxes
Operating results for the second quarter and first six months of 1999
included no income tax expense or credit because of the Company's existing net
operating loss carryforwards.
11
<PAGE> 12
For the second quarter of 1998, operations included an income tax expense
of $1.8 million, and for the first six months of 1998 operations included an
income tax credit of $1.9 million which reduced the loss for the six months
ended June 30, 1998 by over 50%, or $0.20 per share. Ultimately, results for
the 1998 fiscal year were a net loss and no tax benefit was recognized for the
year.
Liquidity and Capital Resources
The seasonality of the Company's working capital needs is primarily
impacted by three factors. First, a significant portion of the Company's
products in its institutional segment are sold throughout the year on dated-
payment terms, with the related receivables becoming due when the school year
begins during the following July to October period. Second, the Company incurs
costs relating to its camp business, which is mostly conducted and paid for
during the summer, from the fourth quarter and into the second quarter as it
prepares for the upcoming camp season, while the revenues relating to camps are
mostly collected in the June to August period. Lastly, the Company's debt
structure impacts working capital demands as the semi-annual interest payments
on its $115 million of 10.5% Senior Notes come due in January and July.
To finance these seasonal working capital demands, the Company maintains
a credit facility in the form of a revolving line of credit. The outstanding
balance on the credit facility follows the seasonal cycles described above,
increasing during the early part of the operating cycle in the first and second
quarters of each year and then decreasing from the third quarter and into the
fourth quarter as collections are used to reduce the outstanding balance.
At June 30, 1999 the outstanding balance under the credit facility was
$37.0 million. This compares with outstanding balances of $4.4 million at
December 31, 1998 and $22.0 million at June 30, 1998. The change in the
outstanding balance between December 31, 1998 and June 30, 1999 reflects the
seasonal working capital pattern presented above, while the increase in
outstanding borrowings between June 30, 1999 and June 30, 1998 reflects the
factors discussed above in the paragraph on interest expense.
In April 1999, the Company entered into a revised credit facility with
Bank of America National Trust and Savings Association. The revised credit
facility matures at the end of December 2003 and provides for borrowings of up
to $48 million depending on certain levels of receivables and inventories. The
revised credit facility replaces the Company's $35 million credit facility with
NationsBank, now named Bank of America, and NBD Bank, which is also a
participant in the new facility. The increased size of the credit facility
was sought by the Company to provide working capital for new initiatives,
especially the Company's new line of Umbro- branded soccer products.
The Company's current debt service obligations are significant and,
accordingly, the ability of the Company to meet its debt service and other
obligations will depend on its future performance and is subject to financial,
economic and other factors, some of which are beyond the Company's control.
Furthermore, due to the seasonality of working capital demands described above,
year over year growth in the Company's business and working capital could lead
to higher debt levels in future periods. The Company believes that operating
cash flow together with funds available from its revised credit facility will
be sufficient to fund its current debt service, seasonal and other current
working capital requirements. However, many factors, including growth and
expansion of the Company's business, could necessitate the need for increased
lines of credit or other changes in its credit facilities in the future.
12
<PAGE> 13
Year 2000 Issues
The Company, like virtually all companies and organizations, is faced with
addressing the Year 2000 issue which relates to the possibility that computer
systems and computer chips embedded in equipment may not be able to properly
process data utilizing dates after December 31, 1999.
The most significant Year 2000 issues facing the Company are associated
with the computer information systems used to plan, operate and track its
business. The Company has substantially completed the process of assessing
which of its information systems are subject to potential Year 2000 problems,
and the status of corrective actions being taken to minimize the potential
impact of Year 2000 problems on each of the Company's four major computer
information systems follows:
Helmet manufacturing and Retail operations: Year 2000 issues have been
addressed by replacing hardware and software with new systems certified as
Year 2000 compliant by the vendor. The system replacement is part of a
modernization effort that was initiated in early 1997 and was substantially
completed in July 1999. The old system is still being utilized for a limited
set of functions that are scheduled to be phased over to the new system in the
fall of 1999.
Institutional athletic product distribution and Reconditioning operations:
Existing system software was upgraded and modified to address Year 2000 issues.
The process was completed in the fourth quarter of 1998, and the system has
been tested and certified by its vendor as Year 2000 compliant.
Spirit products: Year 2000 issues are being met through corrective
modifications of existing software. The program of corrections and Year 2000
testing of the system is approximately 50% complete with the remainder
scheduled for completion in the third quarter of 1999. At the same time, the
Company is also in the process of replacing the existing software with a new
system, that is certified as Year 2000 compliant by the vendor, as part of an
overall upgrade of system capabilities, but the Company is continuing its
program of Year 2000 corrections to the existing software as the new system may
not be fully implemented before Year 2000 issues would otherwise impact the
existing system.
Camps and events: Year 2000 issues have been satisfied through corrective
modifications of existing software. The process was completed early in the
second quarter of 1999 and has been tested by the Company.
The Company has other minor systems for which Year 2000 corrective action
is in various stages of completion.
The Company also faces Year 2000 problems relating to embedded computer
chips which control equipment used in its business, such as telephone equipment
and a limited amount of machinery. The Company has completed assessments of
equipment considered most susceptible to Year 2000 issues and repair or
replacement has been arranged for equipment found to have Year 2000 problems.
The process of assessing the remaining equipment is ongoing.
The Company also faces potential Year 2000 issues with third parties.
These third parties include customers who purchase the Company's institutional
and retail products and suppliers of raw materials and finished goods, among
others. Because the Company's institutional products and services are sold to
a large number of schools and other customers, it is impractical to poll them
all in order to determine their Year 2000 readiness. However, because this
customer base is large, the potential of a negative impact on the Company may
be lowered as none of these customers individually account for a material
portion of the Company's revenues. Third parties also include airlines and air
transportation systems. A disruption of domestic or foreign air travel
systems, or fear of such a disruption among the Company's customers, could have
a negative
13
<PAGE> 14
impact on the Company's special events, many of which occur at the end of the
calendar year or shortly thereafter. The Company has had discussions with
certain other key customers and vendors in order to assess the potential impact
that their Year 2000 problems might have on the Company. However, the process
of communications with key customers and vendors and planning for the impact of
any problems arising from their systems are ongoing.
Expense for Year 2000 remedial programs for the years ended December 31,
1997 and 1998 was $200,000 and $250,000, respectively, and a similar level of
expense is anticipated for 1999. The Company has also incurred capital
expenditures for computer hardware and software related to the system
replacements described above, of approximately $150,000 and $800,000 for the
years ended December 31, 1997 and 1998, respectively. These capital
expenditures include all of the system upgrade and modernization aspects of the
replacement programs discussed above. Approximately $650,000 of similar
capital expenditures are anticipated for 1999.
The Company's remedial actions are intended to reduce the possibility of a
disruption of the Company's business due to Year 2000 issues. While the
Company believes these actions will be successful, the issues involved are full
of complexities and uncertainties, so there can be no assurance that a
disruption of its business will not occur. If a material disruption of the
Company's business were to occur, it could have a material adverse impact on
the Company's results of operations, liquidity and financial condition.
At present, the Company's Year 2000 efforts have been directed toward the
goal of reducing or eliminating the potential for Year 2000 problems. The
Company has established contingency plans for certain aspects of its Year 2000
readiness program, but has not established a broad-based contingency plan that
provides alternate procedures to back up each of its primary efforts. The
Company intends to develop contingency plans, as needed, as it continues to
assess its progress.
Readers are cautioned that forward-looking statements contained in the
Year 2000 disclosure should be read in conjunction with the Company's Special
Cautionary Notice Regarding Forward-Looking Statements located at the beginning
of this Report.
14
<PAGE> 15
Part II. OTHER INFORMATION
Item 1. Legal Proceedings
The Company is a defendant in certain product liability proceedings and
from time to time becomes involved in various claims and lawsuits incidental to
its business including, without limitation, product liability, personal injury
and employment-related litigation. See Note 6 of "Notes to Condensed
Consolidated Financial Statements".
Item 2. Changes in Securities
None
Item 3. Defaults upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
On May 20, 1999 the Company held its Annual Meeting of Stockholders. At
the Meeting the stockholders elected the following individuals to serve as
members of the Board of Directors until the next annual meeting of stockholders
or until their earlier removal or resignation:
Broker
For Against Abstentions Non Votes
---------- ------- ----------- ---------
Don R. Kornstein 8,060,625 36,175 none none
David M. Mauer 8,060,625 36,175 none none
John McConnaughy, Jr. 8,060,625 36,175 none none
Robert E. Nederlander 8,060,625 36,175 none none
Glenn E. "Bo" Schembechler 8,060,613 36,187 none none
Leonard Toboroff 8,060,625 36,175 none none
Jeffrey G. Webb 8,060,625 36,175 none none
Arthur N. Seessel III 8,060,625 36,175 none none
The stockholders also voted to ratify the appointment of Grant Thornton
LLP as its independent certified public accountants for the year ending
December 31, 1999. The voting for this proposition was 8,054,074 in favor;
39,422 against; 3,304 abstentions and no broker nonvotes.
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit index:
27 Financial Data Schedule (submitted in electronic form to
SEC only)
(b) Reports on Form 8-K
None
15
<PAGE> 16
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
RIDDELL SPORTS INC.
Date: August 12, 1999 By /s/ DAVID MAUER
-----------------------------
David Mauer
President and
Chief Executive Officer
Date: August 12, 1999 By /s/ DAVID GROELINGER
-----------------------------
David Groelinger
Executive Vice President and
Chief Financial Officer
Date: August 12, 1999 By /s/ LAWRENCE F. SIMON
-----------------------------
Lawrence F. Simon
Senior Vice President
(Principal Accounting Officer)
16
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS FILED AS PART OF THE
QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD ENDED JUNE 30, 1999
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH REPORT
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 1,598
<SECURITIES> 0
<RECEIVABLES> 60,724
<ALLOWANCES> 1,424
<INVENTORY> 38,265
<CURRENT-ASSETS> 109,648
<PP&E> 16,580
<DEPRECIATION> 8,421
<TOTAL-ASSETS> 227,997
<CURRENT-LIABILITIES> 40,469
<BONDS> 159,465
0
0
<COMMON> 93
<OTHER-SE> 24,368
<TOTAL-LIABILITY-AND-EQUITY> 227,997
<SALES> 76,514
<TOTAL-REVENUES> 99,785
<CGS> 42,384
<TOTAL-COSTS> 57,915
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 441
<INTEREST-EXPENSE> 7,745
<INCOME-PRETAX> (990)
<INCOME-TAX> 0
<INCOME-CONTINUING> (990)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (990)
<EPS-BASIC> (0.11)
<EPS-DILUTED> (0.11)
</TABLE>
