<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, 2000
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.)
1450 Broadway, Suite 2001, New York, NY, 10018
(Address of principal executive offices) (Zip code)
(212) 921-8101
(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.
9,447,957 Common Shares as of August 11, 2000
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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 . . . . . . . . . . . . . . . . . . . . . 14
Item 2. Changes in Securities . . . . . . . . . . . . . . . . . . . 14
Item 3. Defaults upon Senior Securities . . . . . . . . . . . . . . 14
Item 4. Submission of Matters to a Vote of Security Holders . . . . 14
Item 5. Other Information . . . . . . . . . . . . . . . . . . . . . 14
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . 15
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
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 5 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 Riddell's determination of product liability reserves,
the seasonal patterns of working capital and revenue and operating results in
its business. 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 Riddell's products and
Riddell'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
Riddell's ability to successfully implement these; (v) the outcome of pending
product liability claims and potential future claims; and (vi) changes in
interest rates and general economic conditions. Riddell does not intend to
update these forward-looking statements.
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<PAGE> 3
Part 1. FINANCIAL INFORMATION; Item 1. FINANCIAL STATEMENTS
<TABLE>
<CAPTIONS>
RIDDELL SPORTS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands)
June 30, December 31, June 30,
2000 1999 1999
--------- --------- ---------
<S> <C> <C> <C>
ASSETS
Current assets:
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . $1,444 $513 $1,598
Accounts receivable, trade, less allowance for doubtful
accounts ($1,175, $1,863 and $1,227 respectively) . . . . . 68,209 32,524 59,300
Inventories . . . . . . . . . . . . . . . . . . . . . . . . 41,366 33,388 38,265
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . 6,737 7,578 7,618
Other receivables . . . . . . . . . . . . . . . . . . . . . 1,833 2,020 1,614
Deferred taxes . . . . . . . . . . . . . . . . . . . . . . . 2,076 2,076 1,253
--------- --------- ---------
Total current assets . . . . . . . . . . . . . . . . . . . 121,665 78,099 109,648
Property, plant and equipment, less accumulated
depreciation ($11,096, $9,723 and $8,421 respectively) . . . . 8,432 7,771 8,159
Intangibles and deferred charges, less accumulated
amortization ($19,942, $17,893 and $15,877 respectively) . . 104,186 105,952 107,667
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . 3,282 2,514 2,523
--------- --------- ---------
$237,565 $194,336 $227,997
========= ========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable . . . . . . . . . . . . . . . . . . . . . . $20,402 $10,318 $17,000
Accrued liabilities . . . . . . . . . . . . . . . . . . . . 13,091 11,783 13,124
Customer deposits . . . . . . . . . . . . . . . . . . . . . 14,695 6,090 10,345
--------- --------- ---------
Total current liabilities . . . . . . . . . . . . . 48,188 28,191 40,469
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . 159,209 136,097 159,465
Deferred taxes . . . . . . . . . . . . . . . . . . . . . . . . 2,076 2,076 348
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . 3,080 3,107 3,254
Contingent liabilities . . . . . . . . . . . . . . . . . . . . - - -
Stockholders' equity
Preferred stock . . . . . . . . . . . . . . . . . . . . . . - - -
Common stock . . . . . . . . . . . . . . . . . . . . . . . . 94 93 93
Additional paid in capital . . . . . . . . . . . . . . . . . 37,286 36,862 36,849
Accumulated deficit . . . . . . . . . . . . . . . . . . . . (12,368) (12,090) (12,481)
--------- --------- ---------
25,012 24,865 24,461
--------- --------- ---------
$237,565 $194,336 $227,997
========= ========= =========
See notes to condensed consolidated financial statements.
</TABLE>
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<PAGE> 4
<TABLE>
<CAPTIONS>
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,
------------------------- ---------------------------
2000 1999 2000 1999
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Net revenues:
Net sales, products and reconditioning . $60,056 $ 52,701 $ 88,524 $ 76,514
Camps and events . . . . . . . . . . . . 14,640 12,540 25,195 22,673
Royalty income . . . . . . . . . . . . . 323 285 580 598
--------- --------- --------- ---------
75,019 65,526 114,299 99,785
--------- --------- --------- ---------
Cost of revenues:
Products and reconditioning . . . . . . . 32,878 28,280 49,955 42,384
Camps and events . . . . . . . . . . . . 10,589 9,149 17,157 15,531
--------- --------- --------- ---------
Cost of revenues . . . . . . . . . . . . . . 43,467 37,429 67,112 57,915
--------- --------- --------- ---------
Gross profit . . . . . . . . . . . . . . . . 31,552 28,097 47,187 41,870
Selling, general and
administrative expenses . . . . . . . . . . 20,900 18,633 39,257 35,115
--------- --------- --------- ---------
Income from operations . . . . . . . . . . . 10,652 9,464 7,930 6,755
Interest expense . . . . . . . . . . . . . . 4,211 4,097 8,208 7,745
--------- --------- --------- ---------
Income (loss) before taxes . . . . . . . . . 6,441 5,367 (278) (990)
Income taxes . . . . . . . . . . . . . . . . - - - -
--------- --------- --------- ---------
Net income (loss) . . . . . . . . . . . . . . $6,441 $5,367 ($ 278) ($ 990)
========= ========= ========= =========
Net earnings (loss) per share :
Basic . . . . . . . . . . . . . . . . $0.69 $0.58 ($0.03) ($0.11)
Diluted . . . . . . . . . . . . . . . 0.61 $0.51 ($0.03) ($0.11)
Weighted average number common and
common equivalent shares outstanding:
Basic . . . . . . . . . . . . . . . . 9,357 9,259 9,327 9,259
Diluted . . . . . . . . . . . . . . . 10,784 10,754 9,327 9,259
See notes to condensed consolidated financial statements.
</TABLE>
4
<PAGE> 5
<TABLE>
<CAPTIONS>
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, 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
======== ======== =========== ========== ==========
For the six months ended June 30, 2000:
Balance, January 1, 2000 . . . . 9,263 $ 93 $ 36,862 ($ 12,090) $ 24,865
Stock issued to employees . . 54 - 169 - 169
Issuance of common stock upon
exercise of stock options . 131 1 255 - 256
Net loss for the period . . . - - - (278) (278)
-------- -------- ----------- ---------- ----------
Balance, June 30, 2000 . . . . . 9,448 $ 94 $ 37,286 ($ 12,368) $ 25,012
======== ======== =========== ========== ==========
See notes to condensed consolidated financial statements.
</TABLE>
5
<PAGE> 6
<TABLE>
<CAPTIONS>
RIDDELL SPORTS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
Three Months Ended Six Months Ended
June 30, June 30,
------------------------- -------------------------
2000 1999 2000 1999
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Cash flows from operating activities:
Net income (loss) . . . . . . . . . . . . . . $6,441 $5,367 ($278) ($ 990)
Adjustments to reconcile net income (loss)
to net cash used in operating activities:
Depreciation and amortization:
Amortization of debt issue costs . . . . 216 209 432 410
Other depreciation and amortization . . . 1,513 1,398 2,990 2,817
Provision for losses on accounts receivable 338 68 500 441
Changes in assets and liabilities:
(Increase) decrease in:
Accounts receivable, trade . . . . . . (32,146) (28,145) (36,185) (31,725)
Inventories . . . . . . . . . . . . . . (2,209) (3,371) (7,955) (9,502)
Prepaid expenses . . . . . . . . . . . 1,882 (606) 849 (1,125)
Other receivables . . . . . . . . . . . (53) (115) 187 30
Other assets . . . . . . . . . . . . . (402) 11 (768) (839)
Increase (decrease) in:
Accounts payable . . . . . . . . . . . 6,212 5,380 10,054 4,256
Accrued liabilities . . . . . . . . . . 5,181 5,091 1,464 1,871
Customer deposits . . . . . . . . . . . 10,157 6,885 8,560 4,384
Other liabilities . . . . . . . . . . . (27) (300) (27) (300)
--------- --------- --------- ---------
Net cash used in operating activities (2,897) (8,128) (20,177) (30,272)
--------- --------- --------- ---------
Cash flows from investing activities:
Capital expenditures . . . . . . . . . . . . (628) (770) (1,884) (1,496)
Other . . . . . . . . . . . . . . . . . . (376) - (376) (419)
--------- --------- --------- ---------
Net cash used in investing activities (1,004) (770) (2,260) (1,915)
--------- --------- --------- ---------
Cash flows from financing activities:
Net borrowings under line-of-credit agreement 3,488 9,765 23,112 32,565
Debt issue costs . . . . . . . . . . . . . . - (532) - (532)
Proceeds from issuance of common stock . . . 256 - 256 -
--------- --------- --------- ---------
Net cash provided by financing activities 3,744 9,233 23,368 32,033
--------- --------- --------- ---------
Net increase (decrease) in cash . . . . . . . . (157) 335 931 (154)
Cash, beginning . . . . . . . . . . . . . . . . . 1,601 1,263 513 1,752
--------- --------- --------- ---------
Cash, end . . . . . . . . . . . . . . . . . . $1,444 $1,598 $1,444 $1,598
========= ========= ========= =========
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
Riddell Sports Inc. 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 fair
presentation of Riddell's condensed consolidated financial position and the
condensed consolidated results of its operations and cash flows at June 30,
2000 and 1999 and for the periods then ended. Certain information and footnote
disclosures made in Riddell's 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
Riddell's Annual Report on Form 10-K for the year ended December 31, 1999.
Operating results for the three months ended June 30, 2000 are not necessarily
indicative of the results to be expected during the remainder of 2000.
2. Earnings per share
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 the
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>
<CAPTIONS>
Three months ended Six months ended
June 30, June 30,
------------------ --------------------
2000 1999 2000 1999
------- ------- ------- -------
(In thousands)
<S> <C> <C> <C> <C>
Earnings (loss) - numerator:
Net income (loss) $ 6,441 $ 5,367 ($278) ($ 990)
Effect of assumed conversion of convertible debt,
when dilutive, - interest savings 105 105 - -
------- ------- ------- -------
Numerator for diluted per share computation $ 6,546 $ 5,472 ($278) ($ 990)
======= ======= ======= =======
Shares - denominator:
Weighted average number of outstanding common shares 9,357 9,259 9,327 9,259
Weighted average common equivalent shares:
Options, assumed exercise of dilutive options, net
of treasury shares which could have been
purchased from the proceeds of the assumed
exercise based on average market prices 32 100 - -
Convertible debt, assumed conversion when dilutive 1,395 1,395 - -
------- ------- ------- -------
Denominator for diluted per share computation 10,784 10,754 9,327 9,259
======= ======= ======= =======
</TABLE>
For the six-month periods ended June 30, 2000 and 1999 potentially
dilutive securities, which include convertible debt and common stock options,
were not dilutive due to the net losses incurred and were excluded from the
computation of diluted earnings per share.
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<PAGE> 8
RIDDELL SPORTS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
3. Receivables
Accounts receivable include unbilled shipments of approximately
$18,700,000, $1,315,000 and $12,769,000 at June 30, 2000, December 31, 1999 and
June 30, 1999, respectively. It is Riddell's policy to record revenues when
the related goods have been shipped. Unbilled shipments represent receivables
for shipments that have not yet 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 31, December 31, June 31,
2000 1999 1999
-------- ----------- ---------
Finished goods $ 23,999 $ 20,459 $24,895
Work-in-process 4,281 3,088 2,562
Raw materials 13,086 9,841 10,808
-------- -------- --------
$ 41,366 $33,388 $38,265
======== ======== ========
5. Litigation matters and contingencies
At June 30, 2000, Riddell was a defendant in 7 product liability suits
relating to personal injuries allegedly related to the use of helmets
manufactured or reconditioned by subsidiaries of Riddell. The ultimate outcome
of these claims, or potential future claims, cannot presently be determined.
Riddell 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 $3,900,000 and, accordingly, a reserve in this amount is included in
the Condensed Consolidated Balance Sheet at June 30, 2000, as part of accrued
liabilities and other liabilities. These reserves are based on estimates of
losses and defense costs 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
actual results 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.
6. Supplemental cash flow information
Cash paid for interest was $1,059,000 and $609,000 for the quarterly periods
ended June 30, 2000 and 1999, respectively, and $7,694,000 and $6,968,000 for
the six-month periods ended June 30, 2000 and 1999, respectively. Income tax
payments, or refunds, were not significant for the periods ended June 30, 2000
and 1999.
During the six-month period ended June 30, 2000, Riddell issued shares of
its common stock, valued at $169,000 based on quoted market values at the time
of grant, to certain employees in satisfaction of an accrual for compensation
included in accrued liabilities at December 31, 1999.
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RIDDELL SPORTS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
7. 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,
------------------------ ------------------------
2000 1999 2000 1999
--------- --------- --------- ---------
(In thousands)
<S> <C> <C> <C> <C>
Net revenues:
Institutional products and services . . . $70,747 $61,782 $106,653 $92,139
Retail products . . . . . . . . . . . . . 3,949 3,459 7,066 7,048
Trademark licensing . . . . . . . . . . . 323 285 580 598
--------- --------- --------- ---------
Consolidated total . . . . . . . . . $75,019 $65,526 $114,299 $99,785
========= ========= ========= =========
Income (loss) from operations:
Institutional products and services . . . $11,960 $10,244 $ 10,663 $ 8,202
Retail products . . . . . . . . . . . . . 74 (30) (149) 17
Trademark licensing . . . . . . . . . . . 129 98 189 239
Corporate and unallocated expenses . . . (1,511 ) (848) (2,773) (1,703)
--------- --------- --------- ---------
Consolidated total . . . . . . . . . $10,652 $ 9,464 $7,930 $ 6,755
========= ========= ========= =========
</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, 2000 resulted in net
income of $6.4 million, or $0.61 per share on a diluted basis, a 20% increase
in comparison to net income of $5.4 million, or $0.51 per share on a diluted
basis, for the second quarter of 1999.
Operating income before interest and taxes for the second quarter of 2000
increased by 13%, or $1.2 million to $10.7 million from $9.5 million in the
second quarter of 1999. For the six-month period, operating income before
interest and taxes increased 17%, or $1.2 million, in 2000 to $7.9 million from
$6.7 million in the first half of 1999. Riddell benefitted from increased
revenues and declining selling, general and administrative expenses as a
percentage of sales, as described in more detail in the discussion which
follows this overview. The operating income improvement was achieved in spite
of expenses relating to Riddell's new Internet sites and a canceled rights
offering. Internet expenses were $382,000 in the second quarter and $807,000
in the six-month period of 2000. Costs relating to the rights offering were
$328,000 and were charged to expense in the second quarter when the rights
offering was canceled. Operating income before these expenses would have been
$11.4 million for the second quarter of 2000, an increase of 20% over the
second quarter of 1999 and for the first half of 2000 would have been $9.1
million, an increase of 34% over the first half of 1999.
Although the Company has typically been profitable in the second quarter,
it has historically reported a loss in the first half of the year, because of
relatively low revenues and relatively high costs during the first quarter. In
the first half of 2000, the Company had a net loss of $0.3 million, as compared
to a net loss of $1.0 million in the first half of 1999. The loss in the first
half of 2000 was anticipated, is consistent with the seasonality of our
business and was lower than the loss in the first half of 1999. 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 our last Annual Report on Form 10-K.
Revenues
Revenues for the three-month period ended June 30, 2000 increased 14%, or
$9.5 million, to $75.0 million from $65.5 million in the second quarter of
1999. For the six-month period ended June 30, 2000 revenues increased 15%, or
$14.5 million, to $114.3 million from $99.8 million in the first half of 1999.
Most of the revenue gains for both periods came from our extracurricular
segment where sales increased 15%, or $8.9 million, to $70.7 million in the
second quarter of 2000 from $61.8 million in the second quarter of 1999. For
the six-month period, extracurricular revenues increased 16%, or $14.5 million,
to $106.7 million in the first half of 2000 from $92.2 million in the first
half of 1999. All extracurricular product lines showed sales increases over
the year-ago periods. Unit volume increases accounted for most of the revenue
growth, with modest price increases contributing as well.
Extracurricular revenue gains included an increase in school spirit
revenues of $6.1 million, or 15%, in the second quarter and $6.8 million, or
12%, in the six-month period with both periods reflecting gains in both our
uniform and accessory product lines and in our camp and event operations.
Sales of team sports
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products and services increased $2.8 million, or 14%, in the second quarter and
$7.7 million, or 21%, in the six-month period. Team sports gains for the
quarter included sales increases from Umbro-branded team soccer products, other
athletic clothing and our historical reconditioning and new equipment
businesses.
Retail segment revenues increased $0.5 million, or 14%, in the second
quarter. For the year-to-date period retail segment revenues were stable with
an increase of under 1% from the year ago period. Sales of sports collectible
products while higher, were offset in part, because of an internal shift in the
responsibility for certain international customers of athletic equipment to the
extracurricular segment. These customers had accounted for approximately
$230,000 of sales in the second quarter of 1999 and $580,000 of sales in the
six-month period of 1999.
Revenues from trademark licensing were relatively stable at $0.3 million
in the second quarter of both 2000 and 1999 and $0.6 million in the six-month
periods of both 2000 and 1999.
Gross Profit
Gross profit for the second quarter of 2000 increased by 12% to $31.6
million from $28.1 million in the 1999 quarter and for the six-month period
increased by 13% to $47.2 million in 2000 from $41.9 million in 1999. Gross
margin rates for the quarter decreased by 0.8 points to 42.1% in the second
quarter of 2000 from 42.9% in the second quarter of 1999. For the year-to-date
period, gross margin rates decreased by 0.7 points to 41.3% in the first half
of 2000 from 42.0% in the first half of 1999. While the margin rate for the
retail segment improved, this gain was offset by lower margins in the
substantially larger extracurricular segment.
Gross margin rates for the extracurricular segment decreased to 42.1% in
the second quarter of 2000 from 43.1% in the second quarter of 1999. For the
six-month period the segment's margin rates decreased to 41.3% in 2000 from
42.2% in the first half of 1999. These decreases were largely due to a shift
in product mix, as a portion of the segment's revenue gains occurred in
product lines which carry below average margins. Margins from reconditioning
operations were also lower in 2000, as we continued to incur expenses from
facilities slated for closure while we brought our new, more-efficient
reconditioning facility online. While selling prices for extracurricular
products and services were generally higher, margins were also negatively
impacted by the sale of some discontinued Umbro products at a lower than normal
margin.
Gross margin rates for the retail segment increased to 37.1% in the second
quarter of 2000 from 34.5% in the second quarter of 1999. For the six-month
period the segment's margin rates increased to 35.7% in 2000 from 34.5% in the
first half of 1999. These gains related to shifts in product mix as the
segment had revenue gains in product lines with above average margins and
decreases in sales of product lines with below average margins.
Selling, General and Administrative Expenses
Selling, general and administrative expenses decreased as a percentage of
revenues to 27.9% of revenues in the second quarter of 2000 from 28.4% in the
second quarter of 1999. For the year-to-date period, selling, general and
administrative expenses rates decreased to 34.3% of revenues in the first half
of 2000 from 35.2% in the first half of 1999. The improvement is principally
due to the positive operating leverage which occurs as increased revenues more
efficiently absorb the fixed and relatively-fixed portions of expenses. The
improvement was achieved in spite of higher Internet expenses than last year
and the costs of the canceled rights offering discussed in the overview above.
Without these costs our selling, general and
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<PAGE> 12
administrative expenses would have been 26.9% in the second quarter of 2000 and
33.4% in the first half of 2000.
Selling, general and administrative expenses rates for the extracurricular
segment decreased to 25.2% in the second quarter of 2000 from 26.5% in the
second quarter of 1999. For the six-month period the segment's selling,
general and administrative expenses decreased to 31.3% in 2000 from 33.2% in
the first half of 1999. These gains were due to improved operating leverage as
discussed in the preceding paragraph.
Selling, general and administrative expenses rates for the retail segment
decreased to 35.2% in the second quarter of 2000 from 35.4% in the second
quarter of 1999. For the six-month period the segment's expense rate increased
to 37.8% in 2000 from 34.3% in the first half of 1999. Marginally higher
marketing expenses resulted in an increase in the expense rate for the year-to-
date period where sales were relatively stable in comparison to the year-ago
period. For the second quarter the expense rate decreased, as sales increased
proportionately more than expenses.
Interest Expense
Interest expense increased by $0.1 million to $4.2 million in the second
quarter of 2000 from $4.1 million in the second quarter of 1999. For the six-
month period ended June 30, 2000, interest expense increased by $0.5 million to
$8.2 million from $7.7 million in the first six months of 1999. The increases
for both the second quarter and six-month periods related to interest on our
revolving line of credit which increased due to higher outstanding indebtedness
during the periods and increases in the prime and Libor interest rates.
Outstanding indebtedness began the year higher than the previous year, but
ended the six-month period at a lower level.
Income Taxes
Operating results for the second quarter and first six months of both
2000 and 1999 included no income tax expense or credit because of our existing
net operating loss carryforwards.
Liquidity and Capital Resources
The seasonality of our working capital needs is impacted by three key
factors. First, a significant portion of the products we sell in the
extracurricular segment are sold throughout the year on dated-payment terms,
with the related receivables becoming due during the July to October period, as
the new the school year approaches. Second, we incur costs relating to our
summer camp business from the fourth quarter and into the second quarter as we
prepare for the upcoming camp season, while camp revenues are mostly collected
in the June to August period. Lastly, our debt structure impacts our working
capital requirements, as the semi-annual interest payments on our $115 million,
10.5% Senior Notes come due each January and July.
To finance these seasonal working capital demands, we maintain a credit
facility in the form of a revolving line of credit. The outstanding balance on
the credit facility usually 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 middle of the third quarter
and into the fourth quarter as collections are used to reduce the outstanding
balance.
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At June 30, 2000 the outstanding balance under the credit facility was
$36.7 million. This compares with outstanding balances of $13.6 million at
December 31, 1999 and $37.0 million at June 30, 1999. The change in the
outstanding balance between December 31, 1999 and June 30, 2000 reflects the
seasonal working capital pattern presented above. The outstanding balance on
the facility at June 30, 2000 is $0.3 million lower than at June 30, 1999 even
though we began 2000 with a balance $9.2 million higher than the beginning of
1999. Net borrowings on the facility during the first half of 2000 were $9.5
million lower than the year-ago period, in line with a $10.1 million decline in
net cash used in operating activities between the two periods. The principal
differences in cash flows from operating activities are that in 1999 we drew
funds to finance the initial inventory needs of our Umbro operations, and in
2000 we have more aggressively managed our trade payables.
Our current debt service obligations are significant and, accordingly, our
ability to meet our debt service and other obligations will depend on our
future performance and is subject to financial, economic and other factors,
some of which are beyond our control. Furthermore, due to the seasonality of
our working capital demands described above, year-over-year growth in our
business and working capital could lead to higher debt levels in future
periods. We believe that operating cash flow together with funds available
from our credit facility will be sufficient to fund our current debt service,
seasonal and other current working capital requirements. However, many
factors, including growth and expansion of our business, could necessitate the
need for increased lines of credit or other changes in our credit facilities in
the future.
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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 5 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 16, 2000 Riddell 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:
For Against Abstentions
--------- -------- -----------
Don R. Kornstein 8,397,259 525,222 None
David M. Mauer 8,397,259 525,222 None
John McConnaughy, Jr. 8,397,259 525,222 None
Robert E. Nederlander 8,397,259 525,222 None
Glenn E. "Bo" Schembechler 8,397,247 525,234 None
Arthur N. Seessel III 8,397,259 525,222 None
Leonard Toboroff 8,397,259 525,222 None
Jeffrey G. Webb 8,397,259 525,222 None
The stockholders also voted to amend Riddell's certificate of
incorporation to provide Riddell with the ability to issue "blank check"
preferred stock. The voting for this proposition was 5,690,172 in favor;
571,172 against and 1,635 abstentions.
The stockholders also voted to ratify the appointment of Grant Thornton
LLP as its independent certified public accountants for the year ending
December 31, 2000. The voting for this proposition was 8,888,443 in favor;
33,204 against; and 834 abstentions.
Item 5. Other Information
None
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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
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 11, 2000 By /s/ DAVID MAUER
----------------------
David Mauer
President and
Chief Executive Officer
Date: August 11, 2000 By /s/ DAVID GROELINGER
----------------------
David Groelinger
Executive Vice President and
Chief Financial Officer
Date: August 11, 2000 By /s/ LAWRENCE F. SIMON
----------------------
Lawrence F. Simon
Senior Vice President
(Principal Accounting Officer)
15
