<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1998
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ________________ TO
________________
Commission File Number: 1-13042
RIDE, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Washington 91-1571027
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
8160 304th Avenue Southeast
Preston, Washington 98050
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
(425) 222-6015
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
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 1933 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 issuer's classes of
common stock, as of the latest practicable date:
Common Stock, without par value -- 12,197,220 as of April 30, 1998
<PAGE> 2
INDEX
RIDE, INC.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed consolidated balance sheets -- March 31, 1998 and December 31,
1997
Condensed consolidated statements of operations -- Three months ended
March 31, 1998 and 1997
Condensed consolidated statements of cash flows -- Three months ended
March 31, 1998 and 1997
Notes to condensed consolidated financial statements -- March 31, 1998
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities and Use of Proceeds
Item 3. Defaults upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
1
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
RIDE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
March 31, December 31,
1998 1997
(Unaudited)
-------------------------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 492 $ 1,332
Receivables, less allowance for doubtful accounts of
$868 at March 31, 1998 and $925 at
December 31, 1997 5,990 12,588
Inventories 7,766 6,564
Prepaid expenses and other current assets 709 728
Income taxes receivable 1,569 1,569
Deferred tax assets 385 385
-------------------------------
Total current assets 16,911 23,166
Plant and equipment, net of accumulated depreciation 5,663 5,670
Notes receivable 1,500 1,600
Goodwill, net of accumulated amortization 9,302 9,358
Other assets 1,247 1,201
-------------------------------
Total assets $ 34,623 $ 40,995
===============================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 2,983 $ 3,719
Accrued expenses and other current liabilities 1,577 1,555
Short-term borrowings 1,100 1,995
Notes payable 86 689
-------------------------------
Total current liabilities 5,746 7,958
Other long-term liabilities 1,373 1,582
Deferred income taxes 385 385
Shareholders' equity:
Preferred stock 3,577 3,341
Common stock 42,502 42,393
Cumulative translation adjustment (125) (125)
Retained deficit (18,835) (14,539)
-------------------------------
Total shareholders' equity 27,119 31,070
-------------------------------
Total liabilities and shareholders' equity $ 34,623 $ 40,995
===============================
</TABLE>
See accompanying notes
2
<PAGE> 4
RIDE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
Three months ended March 31,
---------------------------
1998 1997
---------------------------
<S> <C> <C>
Net sales $ 4,427 $ 5,034
Cost of goods sold 3,550 3,706
---------------------------
Gross profit 877 1,328
Selling, general and administrative expenses 4,863 4,708
---------------------------
Operating loss (3,986) (3,380)
Interest income 47 58
Interest expense (41) (12)
---------------------------
Loss before income taxes (3,980) (3,334)
Income tax benefit -- 1,152
---------------------------
Net loss $ (3,980) $ (2,182)
===========================
Per share:
Basic $ (0.35) ($ 0.20)
Diluted $ (0.35) ($ 0.20)
Weighted average common shares outstanding:
Basic 12,121 10,771
Diluted 12,121 10,771
</TABLE>
See accompanying notes
3
<PAGE> 5
RIDE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
Three months ended March 31,
----------------------------
1998 1997
----------------------------
<S> <C> <C>
Net cash provided by (used in) operating activities $ 1,102 $ (1,205)
INVESTING ACTIVITIES:
Purchase of plant and equipment (310) (428)
Payments received on notes receivable 100 --
Other (54) (18)
----------------------------
Net cash used in investing activities (264) (446)
Financing Activities:
Repayment of line of credit (895) --
Repayments of notes payable and long-term debt (746) (26)
Dividends paid on preferred stock (9) (9)
Other (28) 51
----------------------------
Net cash (used in) provided by financing activities (1,678) 16
----------------------------
Net decrease in cash and cash equivalents (840) (1,635)
Cash and cash equivalents at beginning of period 1,332 3,232
----------------------------
Cash and cash equivalents at end of period $ 492 $ 1,597
============================
SUPPLEMENTAL DISCLOSURE:
Cash paid for income taxes -- $ 63
Cash paid for interest $ 41 $ 16
NONCASH FINANCING ACTIVITIES:
Preferred stock dividends declared but not paid $ 9 $ 9
Common stock issued to repay notes payable $ 66 --
</TABLE>
See accompanying notes
4
<PAGE> 6
RIDE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1998
(UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been
prepared by Ride, Inc. (the "Company"), in accordance with generally accepted
accounting principles for interim financial statements and with the instructions
to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include
all of the information and disclosures required by generally accepted accounting
principles for complete financial statements. In the opinion of the Company's
management, all adjustments (consisting of normal recurring accruals) necessary
for a fair presentation have been included. The Company's revenues are highly
seasonal, occurring primarily between June and December as its products are
shipped to customers. The results of operations for the three months ended March
31, 1998, therefore may not be indicative of the results for the full fiscal
year. For further information, refer to the consolidated financial statements
and footnotes thereto included in the Company's Annual Report on Form 10-K for
the year ended December 31, 1997. All amounts are stated in US dollars.
As of January 1, 1998, the Company adopted SFAS 130, Reporting Comprehensive
Income. Statement 130 establishes new rules for the reporting and display of
comprehensive income and its components; however, the adoption of this statement
had no impact on the Company's net income or shareholder's equity. Statement 130
requires unrealized gains or losses on the Company's foreign currency
translation adjustments to be included in other comprehensive income. During the
first quarter of 1998 and 1997, total comprehensive loss, which includes net
loss and other comprehensive income, amounted to $3,980,000 and $2,182,000,
respectively.
2. INVENTORIES
Inventories at March 31, 1998 and December 31, 1997 consisted of the following:
<TABLE>
<CAPTION>
March 31, December 31,
1998 1997
----------------------------
<S> <C> <C>
(In thousands)
Finished goods $ 5,749 $ 6,186
Raw materials and work in process 3,277 2,417
Obsolescence reserve (1,260) (2,039)
----------------------------
$ 7,766 $ 6,564
============================
</TABLE>
3. LINE OF CREDIT
Ride has an $8.0 million revolving credit line arrangement with a bank to
finance its import letters of credit and working capital needs. Advances on the
line bear interest at 1% over the bank's prime rate. At March 31, 1998, the
Company had outstanding advances of $1,100,000 and $892,000 in outstanding
import letters of credit drawn against this line. The line of credit has certain
operating covenants, including financial ratios, working capital restrictions
and restrictions on payment of dividends on the Company's Common Stock. At March
31, 1998, the Company was not in compliance with certain of its operating
covenants. The Company is negotiating with the bank to waive non-compliance or
to amend the agreement, however there can be no assurance that the bank will not
declare a default under the line of credit agreement. The line is collateralized
by substantially all the assets of the Company.
5
<PAGE> 7
RIDE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 1998
(UNAUDITED)
The line of credit expires on June 30, 1998 at which time theCompany will need
to renew or replace the line of credit. In the event that the Company is unable
to renew its line of credit, the Company will seek other sources of working
capital financing including, but not limited to, other bank lines of credit,
asset-based borrowing, long-term debt or additional equity. There can be no
assurance that such alternative sources will be available on favorable terms
or at all. The Company's inability to successfully renew or replace its line
of credit would have a material adverse impact on the Company's financial
condition and could require the Company to reduce its expenditures, curtail
certain operations, or dispose of operating assets in order to enable it to
continue its operations.
The Company anticipates that in order to maintain its current scope of
operations, its need for import letters of credit and working capital prior to
June 30, 1998 will exceed the $8.0 million currently available under its line of
credit agreement. The Company is negotiating with its bank to restructure the
line to increase the available borrowings under the line of credit prior to June
30, 1998, however there can be no assurance that such borrowings will be
available or on terms favorable to the Company. The Company's inability to
increase its available borrowings would require the Company to reduce its
expenditures and cause it to curtail certain operations.
4. NEW ACCOUNTING PRONOUNCEMENTS
The FASB recently issued SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information." Statement 131 establishes standards for the
way public companies report information about operating segments in annual and
interim financial statements. It also establishes standards for related
disclosures about products and services, geographic areas, and major customers.
Statement 131 is effective for annual financial statements for fiscal years
beginning after December 15, 1997. This statement will have no impact on the
Company's results of operations, financial position or cash flows.
5. EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings per
share:
<TABLE>
<CAPTION>
Three months ended March 31,
------------------------------
1998 1997
------------------------------
<S> <C> <C>
Numerator:
Net loss $ (3,980) $ (2,182)
Preferred stock dividends (316) (9)
------------------------------
Numerator for basic and diluted earnings per share-
income available to common stockholders $ (4,296) $ (2,191)
==============================
Denominator:
Denominator for basic and diluted earnings per share -
weighted average shares (1) 12,121 10,771
==============================
Basic earnings per share $ (0.35) $ (0.20)
==============================
Diluted earnings per share $ (0.35) $ (0.20)
==============================
</TABLE>
(1) The effects of potential common securities are excluded from the diluted
calculations, as their effects would be antidilutive.
6. CHANGE TO FISCAL YEAR END
On April 22, 1998, the Company's Board of Directors approved a change in the
Company's year end for financial reporting from December 31 to a July 1 through
June 30 fiscal year. A report covering the six-month transition period of
January 1, 1998 through June 30, 1998 will be filed on Form 10-K no later than
September 28, 1998.
6
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
This Quarterly Report on Form 10-Q contains forward-looking statements within
the meaning of that term in the Private Securities Litigation Reform Act of 1995
(Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934). Statements contained herein that are not historical facts
are forward-looking statements made pursuant to the safe harbor provisions
referenced above. Forward-looking statements may include, but are not limited
to, projections of revenue, income or loss and capital expenditures, statements
regarding future operations, financing needs, compliance with financial
covenants in loan agreements, plans for acquisitions or sales of assets or
businesses, consolidation of operations of newly acquired businesses, plans
relating to products or services of the Company, assessments of materiality,
predictions of future events and the effects of pending and possible litigation,
as well as assumptions relating to the foregoing. In addition, the words
"anticipates," "believes," "estimates," "expects," "intends," "plans" and
variations thereof and similar expressions are intended to identify
forward-looking statements.
Forward-looking statements are inherently subject to risks and uncertainties,
some of which cannot be predicted or quantified based on current expectations.
Consequently, future events and actual results could differ materially from
those set forth in, contemplated by, or underlying the forward-looking
statements contained in this Quarterly Report. Factors that could cause such
future events or actual results to differ include, but are not limited to, those
set forth in the section entitled "Business--Risk Factors" in the Company's
Annual Report on Form 10-K as filed with the Securities and Exchange Commission
for the fiscal year ended December 31, 1997 and the financing needs discussed in
the "Liquidity and Capital Resources" section below.
Readers are cautioned not to place undue reliance on any forward-looking
statements contained herein, which speak only as of the date hereof. The Company
undertakes no obligation to update these forward-looking statements to reflect
events or circumstances after the date hereof.
GENERAL
Ride, Inc. (the "Company") is a leading designer, manufacturer and marketer of
contemporary sporting goods equipment and apparel for snowboard and wakeboard
consumers. The Company markets its equipment and apparel throughout the world
under multiple brands specifically targeted to serve certain price points,
product lines and distribution channels. The consolidated financial statements
include the accounts of Ride, Inc. ("Ride" or the "Company") and its
subsidiaries: Ride Snowboard Company ("Ride Snowboards"), Ride Manufacturing,
Inc. ("Ride Manufacturing"), Ride Canada, Inc. ("Ride Canada"), SMP Clothing,
Inc. ("SMP"), Smiley Hats, Inc. ("Smiley") and Carve, Inc. ("US2"). The Company
was founded in September 1992 and acquired Ride Manufacturing in September 1995
and SMP in October 1995. In June 1997, the Company acquired substantially all of
the assets and liabilities of Device Mfg Corp. and transferred those assets and
liabilities to Ride Snowboards. In July 1997, the Company's newly formed Smiley
subsidiary acquired substantially all of the assets of Galena Creek Trading
Corp. In December 1997, the Company acquired US2 Sports Group Inc. through a
merger of that company with and into Carve, Inc., a newly formed corporation.
The results of operations of these acquired subsidiaries are included in the
Company's financial statements from their respective dates of acquisition.
The Company's operations vary significantly during the year based on the winter
sports season. The season for winter sports, which includes snowboarding,
typically runs from November through March in northern hemisphere markets.
Accordingly, the Company generates the majority of its sales in the third and
fourth quarters, as snowboard retailers time their purchases to meet expected
retail demand. Because relatively lower net sales are generated in the first and
second quarters of the year, the Company expects to incur operating losses in
the first half of the year.
7
<PAGE> 9
RESULTS OF OPERATIONS
QUARTER ENDED MARCH 31, 1998 COMPARED WITH QUARTER ENDED MARCH 31, 1997
Net sales in the first quarter of 1998 were $4.4 million compared to $5.0
million in the first quarter of 1997. The Company's first quarter sales are
typically derived from closeout and sample sales of winter-sports products and
shipments of in-line summer-sports equipment and apparel. The decline in sales
for the quarter ended March 31, 1998 was due to lower volumes of closeout sales
resulting from lower levels of finished goods inventory remaining at the end of
the 1997-1998 winter season, lower volumes of apparel shipments to Japan due to
soft market conditions, offset in part by sales of the Company's new wakeboard
products.
Hard goods (defined as snowboards, wakeboards, bindings, boots and skateboards)
represented 66% of first quarter 1998 net sales while soft goods (apparel and
accessories) made up 34%. For the first quarter of 1997, hard goods comprised
49% of sales and soft goods 51%. The increase in hardgoods sales is attributable
to the addition of the Company's wakeboard line in 1998 and the decline in
apparel sales in Japan. For the first quarter of 1998, sales in North America
made up 78% of total sales with international sales comprising the remaining
22%. For the first quarter of 1997, sales in North America comprised 72% of
total sales and international sales comprised 28%. The decrease in
international sales in the first quarter of 1998 was primarily the result of
the decline in apparel sales in the Japanese marketplace.
Gross margins for the three months ended March 31, 1998 were 20% compared to 26%
for the same period in 1997. Gross margins were negatively impacted in 1998 by
lower sales of higher margin apparel products to Asia and lower margins on sales
of closeout products.
Selling, general and administrative expenses increased for the first quarter of
1998 to $4.9 million from $4.7 million in the first quarter of 1997. This
increase was due to additional selling and marketing expenses associated with
the Company's 1997 acquisitions of Device, Smiley and US2. Selling, general and
administrative expenses in the first quarter of the year include seasonal
amounts associated with the major industry trade shows and new product
introductions.
Interest income decreased to $47,000 in the first quarter of 1998 compared with
$58,000 for the first quarter of 1997. The decrease was due to overall lower
invested cash balances in the first quarter of 1998 as compared to the same
period in 1997. Interest expense increased from $12,000 in the first quarter of
1997 to $41,000 in the first quarter of 1998 due to higher overall balances
outstanding on the Company's line of credit as compared to same period in 1997.
The Company is in a net operating loss carryforward position and was therefore
not able to recognize a tax benefit on its first quarter 1998 net loss.
8
<PAGE> 10
LIQUIDITY AND CAPITAL RESOURCES
During the first quarters of both 1998 and 1997, the Company financed its
operations primarily through cash balances on hand and collection of year-end
receivables. In addition, in the first quarter of 1998, the Company financed its
operations with its line of credit. Net cash provided by operating activities
totaled approximately $1.1 million in the first quarter of 1998 compared with
net cash used in operations of $1.2 million in the comparable period of 1997.
This increase was due to primarily to increased cash collections on accounts
receivable compared to the same period in 1997, a lower decline in accounts
payable and accrued expenses than in 1997 and the recognition of a $1.2 million
tax benefit in 1997 not available in 1998. Net cash used in investing activities
totaled $264,000 during the first quarter of 1998 compared to $446,000 in the
first quarter of 1997. The 1998 quarter includes approximately $310,000 in
capital expenditures, offset by $100,000 in cash receipts on notes receivable
compared to capital expenditures of $428,000 in the first quarter of 1997. A
significant portion of both 1998 and 1997 first quarter capital expenditures are
associated with molds and tooling for snowboards and snowboard bindings. Net
cash used in financing activities totaled $1.7 million in the first quarter of
1998 compared with net cash provided by financing activities of $16,000 in the
comparable period of 1997. During the first quarter of 1998, the Company reduced
its net borrowings on its line of credit by $895,000 and repaid notes payable
associated with its acquisition of US2.
The Company has an $8.0 million revolving line of credit arrangement with a bank
to finance import letters of credit and working capital needs. Advances on the
line bear interest at 1% over the bank's prime rate. At April 30, 1998, the
Company had approximately $3.7 million in outstanding import letters of credit
and direct advances of $2.7 million drawn against this line. The line of credit
has certain operating covenants, including financial ratios, working capital
restrictions and restrictions on payment of dividends on the Company's Common
Stock. At March 31, 1998, the Company was not in compliance with certain of its
operating covenants. The Company is negotiating with the bank to waive non-
compliance or to amend the agreement, however there can be no assurance that the
bank will not declare a default under the line of credit agreement. As
discussed, the line of credit expires on June 30, 1998 at which time the Company
will need to renew or replace the line of credit. In the event that the Company
is unable to renew its line of credit, the Company will seek other sources of
working capital financing including, but not limited to, other bank lines of
credit, asset-based borrowing, long-term debt or additional equity. There can be
no assurance that such alternative sources will be available on favorable terms
or at all. The Company's inability to successfully renew or replace its line of
credit would have a material adverse impact on the Company's financial condition
and could require the Company to reduce its expenditures, curtail certain
operations, or dispose of operating assets in order to enable it to continue its
operations.
The Company anticipates that in order to maintain its current scope of
operations, its need for import letters of credit and working capital prior to
June 30, 1998 will exceed the $8.0 million currently available under its line of
credit agreement. The Company is negotiating with its bank to restructure the
line to increase the available borrowings under the line of credit prior to June
30, 1998, however there can be no assurance that such borrowings will be
available or on terms favorable to the Company. The Company's inability to
increase its available borrowings would require the Company to reduce its
expenditures and cause it to curtail certain operations.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On March 14, 1997, a shareholder filed a lawsuit against the Company and four of
its current or former officers and directors in the United States District Court
for the Western District of Washington at Seattle, styled Murray v. Ride, Inc.
et al., Civil Action No. C97-0402-Z. The lawsuit alleges violations of certain
federal securities laws and state laws, and purports to seek unspecified
monetary damages on behalf of a class of shareholders who purchased the
Company's common stock during the period August 10, 1995 through December 30,
1996. The Company intends to defend itself vigorously. However, there can be no
assurance the Company will be successful in defending the action. An award of
monetary damages against the Company in excess of applicable insurance, if any,
the expenditure of significant sums in the defense thereof, or diversion of
management's attention from other business concerns, could each have a material
adverse effect on the Company's financial condition and results of operations.
9
<PAGE> 11
In 1996, the Company initiated legal proceedings against Switch Manufacturing,
alleging infringement by Switch of certain of the Company's patented binding
technologies and seeking monetary damages. The case is pending in the United
States District Court for the Northern District of California as Raines, et al.
v. Switch Manufacturing, Civil Action No. C96-2648-DLJ. The Company intends to
vigorously prosecute this lawsuit. However, there can be no assurance that the
Company will prevail in the action. An expenditure of significant sums in the
prosecution of the Switch action could have a material adverse effect on the
Company's financial condition and results of operations.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
EXHIBIT NO. DESCRIPTION
----------- -----------
3.1 Restated Articles of Incorporation and Certificate of
Designation of Relative Rights and Preferences of the Series A
7% Cumulative Nonvoting Preferred Stock (1)
3.2 Bylaws of the Company (1)
3.3 Articles of Amendment to Articles of Incorporation (4)
3.4 Articles of Amendment to Articles of Incorporation (5)
3.5 Articles of Correction (6)
3.6 Amendment to Certificate of Designation of Relative Rights and
Preferences of the Series A 7% Cumulative Nonvoting Preferred
Stock (15)
3.7 Certificate of Designation of Relative Rights and Preferences of
the Series B 5% Cumulative Convertible Nonvoting Preferred Stock
(16)
4.1 Article VI of the Articles of Incorporation regarding
Shareholder Rights (See Exhibit 3.1) (1)
4.2 Article VIII of the Articles of Incorporation regarding Voting
Rights (See Exhibit 3.1) (1)
4.3 Specimen Stock Certificate (2)
10.28 Form of Ride Snowboard Company 1994 Stock Option Plan(1)
10.29 Form of Ride Snowboard Company 1994 Directors' Nonqualified
Stock Option Plan(1)
10.34 Standard Form Multiple Occupancy Lease, dated November 29, 1994,
by and between Ride Snowboard Company and BDC Preston Properties
One Limited Partnership(3)
10.35 Business Loan Agreement, dated June 30, 1997, by and between
Ride, Inc. and U.S. Bank of Washington, N.A.(14)
10.45 Ride Snowboard Company 1995 Employee Stock Purchase Plan(4)
10.46 Ride Snowboard Company 1995 Foreign Subsidiary Employee Stock
Purchase Plan(4)
10
<PAGE> 12
EXHIBIT NO. DESCRIPTION
----------- -----------
10.49 Employment Agreement, dated September 1, 1995, between the
Company and Bernard Gervasoni(7)
10.50 Employment Agreement, dated October 19, 1995, between the
Company and David Milo Myers(8)
10.51 Registration Rights Agreement dated October 19, 1995, between
the Company and David Milo Myers, Lawrence Kraus and Michael
Wise(8)
10.57 Employment Agreement, dated January 1, 1996, by and between
C.A.S. Sports International, Inc. and Robert F. Marcovitch(9)
10.58 First Amendment, dated August 4, 1995, to Lease Agreement by and
between Ride Snowboard Company and BDC Preston Properties One
Limited Partnership(9)
10.59 Second Amendment, dated November 21, 1995, to Lease Agreement by
and between Ride Snowboard Company and BDC Preston Properties
One Limited Partnership(9)
10.60 Third Amendment, dated March 26, 1996, to Lease Agreement by and
between Ride Snowboard Company and BDC Preston Properties One
Limited Partnership(9)
10.63 Agreement, dated May 7, 1996, by and between Ride, Inc. and
James J. Salter(10)
10.64 Agreement, dated August 2, 1996, by and between Ride, Inc. and
Kenneth J. Finkelstein(10)
10.65 Agreement, dated August 7, 1996, by and between Ride, Inc. and
Robert E. Hall(10)
10.66 Stock Purchase Agreement, dated October 11, 1996, by and between
Ride, Inc. and Gen-X Equipment, Inc.(11)
10.67 Amendment No. 1 to Resignation Agreement, dated October 11,
1996, by and between Ride, Inc. and James J. Salter.(11)
10.68 Amendment No. 1 to Resignation Agreement, dated October 11,
1996, by and between Ride, Inc. and Kenneth J. Finkelstein.(11)
10.69 Resignation and Release Agreement, dated October 28, 1996, by
and between Ride, Inc. and Timothy G. Pogue(12)
10.72* Financial Advisory Agreement, dated January 15, 1997, by and
between Ride, Inc. and Roger Madison, Jr.(13)
10.73 Asset Purchase Agreement, dated July 15, 1997, by and between
Ride, Inc. and Galena Creek Trading Company, Inc. (dba Smiley
Hats)(14)
10.74 Subscription Agreement, dated December 19, 1997 by and between
Ride, Inc. and Advantage Fund II, Ltd.(17)
10.75 Registration Rights Agreement, dated December 19, 1997 by and
between Ride, Inc. and Advantage Fund II, Ltd.(17)
10.76 Warrant Agreement, dated December 18, 1997 by and between Ride,
Inc. and Rochon Capital Group, Ltd.(17)
10.77 Placement Agency Agreement, dated December 18, 1997 by and
between Ride, Inc. and Rochon Capital Group, Ltd.(17)
10.78 Common Stock Purchase Warrant issued to Advantage Fund II, Ltd.
dated December 19, 1997(17)
10.79 Common Stock Purchase Warrant issued to Rochon Capital Group,
Ltd. dated December 19, 1997(18)
27.1 Financial Data Schedule
- ----------
(1) Exhibit is incorporated by reference to an identically numbered exhibit
to the Company's Registration Statement on Form SB-2, file no.
33-75770-LA.
(2) Exhibit is incorporated by reference to an identically numbered exhibit
to the Company's Amendment No. 1 to Registration Statement on Form SB-2,
file no. 33-75770-LA.
11
<PAGE> 13
(3) Exhibit is incorporated by reference to an identically numbered exhibit
to the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994.
(4) Exhibit is incorporated by reference to an identically numbered exhibit
to the Company's Registration Statement on Form S-1, file no. 33-94814.
(5) Exhibit is incorporated by reference to an identically numbered exhibit
to Amendment No. 1 to the Company's Registration Statement on Form S-1,
file no. 33-94814.
(6) Exhibit is incorporated by reference to an identically numbered exhibit
to Amendment No. 2 to the Company's Registration Statement on Form S-1,
file no. 33-94814.
(7) Exhibit is incorporated by reference to an identically numbered exhibit
to the Company's Current Report on Form 8-K, dated September 1, 1995.
(8) Exhibit is incorporated by reference to an identically numbered exhibit
to the Company's Current Report on Form 8-K, dated October 20, 1995.
(9) Exhibit is incorporated by reference to an identically numbered exhibit
to the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995.
(10) Exhibit is incorporated by reference to an identically numbered exhibit
to the Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 1996.
(11) Exhibit is incorporated by reference to an identically numbered exhibit
to the Company's Current Report on Form 8-K, dated October 11, 1996.
(12) Exhibit is incorporated by reference to an identically numbered exhibit
to the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996.
(13) Exhibit is incorporated by reference to an identically numbered exhibit
to the Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1997.
(14) Exhibit is incorporated by reference to an identically numbered exhibit
to the Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 1997.
(15) Exhibit is incorporated by reference to exhibit 4.6 to the Company's
Current Report on Form 8-K, dated January 8, 1998.
(16) Exhibit is incorporated by reference to exhibit 4.5 to the Company's
Current Report on Form 8-K, dated January 8, 1998.
(17) Exhibit is incorporated by reference to an identically numbered exhibit
to the Company's Current Report on Form 8-K, dated January 8, 1998.
(18) Exhibit is incorporated by reference to exhibit 4.4 to the Company's
Current Report on Form 8-K, dated January 8, 1998.
* Certain portions of this exhibit have been omitted and filed separately
with the Commission pursuant to an Application for Confidential
Treatment.
(b) Reports on Form 8-K
The Company filed a report on Form 8-K, dated April 22, 1998, related to the
change of the Company's year-end from December 31 to June 30.
12
<PAGE> 14
SIGNATURES
In accordance with the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
RIDE, INC.
---------------------
(Registrant)
Dated: May 15, 1998 By /s/ Robert E. Hall
-----------------------------------------
Robert E. Hall
President and Chief Executive Officer
Dated: May 15, 1998 By /s/ G. Scott Stewart
-----------------------------------------
G. Scott Stewart
Senior Vice President and Chief
Financial Officer
(Principle Accounting Officer)
13
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