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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
(Mark One)
[X]Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934. For the quarterly period ended June 30, 2001.
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 0-16611
GLOBAL SPORTS, INC.
(Exact name of registrant as specified in its charter)
Delaware 04-2958132
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
1075 First Avenue, King of Prussia, 19406
PA (Zip Code)
(Address of principal executive
offices)
610-265-3229
(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
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 issuer's classes
of common stock, as of July 31, 2001:
Common Stock, $.01 par value 31,976,879(/1/)
------------------------------ -------------------
(Title of each class) (Number of Shares)
(/1/Excludes)approximately 184,866 shares of the registrant's Common Stock
which are issuable to former shareholders of Fogdog, Inc. in connection
with the registrant's acquisition of Fogdog, but which, as of July 31,
2001, had not yet been issued.
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FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 2001
TABLE OF CONTENTS
Page
----
PART I--FINANCIAL INFORMATION
Item 1. Financial Statements:
Condensed Consolidated Balance Sheets as of December 30, 2000 and
June 30, 2001 (Unaudited)......................................... 3
Condensed Consolidated Statements of Operations for the three- and
six-month periods ended July 1, 2000 and June 30, 2001
(Unaudited)....................................................... 4
Condensed Consolidated Statements of Cash Flows for the six-month
periods ended July 1, 2000 and June 30, 2001 (Unaudited).......... 5
Notes to Unaudited Condensed Consolidated Financial Statements..... 6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations................................................. 10
Item 3. Quantitative and Qualitative Disclosures About Market Risk..... 24
PART II--OTHER INFORMATION
Item 1. Legal Proceedings.............................................. 25
Item 2. Changes in Securities and Use of Proceeds...................... 25
Item 3. Defaults Upon Senior Securities................................ 25
Item 4. Submission of Matters to a Vote of Security Holders............ 25
Item 5. Other Information.............................................. 26
Item 6. Exhibits and Reports on Form 8-K............................... 26
SIGNATURE.............................................................. 27
For all years prior to 1999 our fiscal year ended on December 31. Effective
for fiscal 1999, we changed our fiscal year from the last day of December to
the Saturday nearest the last day of December. Accordingly, fiscal 1999 ended
on January 1, 2000 and fiscal 2000 ended on December 30, 2000. References to
fiscal 1999, fiscal 2000 and fiscal 2001 refer to the years ended January 1,
2000, December 30, 2000 and the year ending December 29, 2001.
Although we refer to the traditional sporting goods retailers, general
merchandise retailers, Internet companies, professional sports teams and media
companies for which we develop and operate e-commerce sporting goods
businesses as our "partners," we do not act as an agent or legal
representative for any of our partners. We do not have the power or authority
to legally bind any of our partners. Similarly, our partners do not have the
power or authority to legally bind us. In addition, we do not have the types
of liabilities for our partners that a general partner of a partnership would
have.
2
PART I--FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
GLOBAL SPORTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
(Unaudited)
December 30, June 30,
2000 2001
------------ ---------
ASSETS
Current assets:
Cash and cash equivalents............................ $ 92,012 $ 62,797
Short-term investments............................... 1,789 812
Accounts receivable, net of allowance of $287 and
$91, respectively................................... 4,440 3,368
Inventory............................................ 19,202 15,861
Prepaid expenses and other current assets............ 1,485 1,029
--------- ---------
Total current assets............................... 118,928 83,867
Property and equipment, net............................ 26,424 26,358
Goodwill, net.......................................... 14,363 13,898
Other assets, net...................................... 458 391
--------- ---------
Total assets....................................... $ 160,173 $ 124,514
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable, accrued expenses, and other........ $ 37,803 $ 16,695
Current portion--long-term debt...................... 320 394
--------- ---------
Total current liabilities.......................... 38,123 17,089
Note payable........................................... 5,247 5,227
Capital lease obligations.............................. 503 332
Commitments and contingencies
Stockholders' equity:
Preferred stock, Series A, $0.01 par value, 5,000,000
shares authorized; 800 and 600 shares issued as
mandatorily redeemable preferred stock and
outstanding, as of December 30, 2000 and June 30,
2001, respectively.................................. -- --
Common stock, $0.01 par value, 90,000,000 shares
authorized; 31,925,098 and 32,093,956 shares issued
as of December 30, 2000 and June 30, 2001,
respectively; 31,925,098 and 32,092,746 shares
outstanding as of December 30, 2000 and June 30,
2001, respectively.................................. 319 321
Additional paid in capital........................... 217,124 218,902
Accumulated deficit.................................. (101,143) (117,357)
--------- ---------
116,300 101,866
Less: Treasury stock, at par......................... -- --
--------- ---------
Total stockholders' equity......................... 116,300 101,866
--------- ---------
Total liabilities and stockholders' equity......... $ 160,173 $ 124,514
========= =========
The accompanying notes are an integral part of these condensed consolidated
financial statements.
3
GLOBAL SPORTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
Three Months Ended Six Months Ended
------------------ ------------------
July 1, June 10, July 1, June 30,
2000 2001 2000 2001
-------- ------- -------- --------
Net revenues........................... $ 7,750 $16,953 $ 13,469 $ 33,168
Cost of revenues....................... 5,504 11,697 9,456 22,846
-------- ------- -------- --------
Gross profit....................... 2,246 5,256 4,013 10,322
-------- ------- -------- --------
Operating expenses:
Sales and marketing.................. 9,497 6,793 19,312 14,234
Product development.................. 1,908 2,084 3,502 4,454
General and administrative........... 2,332 2,577 4,238 5,117
Stock-based compensation............. 2,521 917 3,787 1,370
Depreciation and amortization........ 1,883 1,543 3,332 3,170
-------- ------- -------- --------
Total operating expenses........... 18,141 13,914 34,171 28,345
Other (income) expense:
Other income......................... -- (300) -- (300)
Interest income, net................. (288) (540) (518) (1,509)
-------- ------- -------- --------
Total other (income) expense....... (288) (840) (518) (1,809)
-------- ------- -------- --------
Loss from continuing operations........ (15,607) (7,818) (29,640) (16,214)
Discontinued operations:
Loss on disposition of discontinued
operations.......................... (4,983) -- (4,983) --
-------- ------- -------- --------
Net loss............................... $(20,590) $(7,818) $(34,623) $(16,214)
======== ======= ======== ========
Losses per share--basic and diluted:
Loss from continuing operations...... $ (0.75) $ (0.24) $ (1.51) $ (0.51)
Loss on disposition of discontinued
operations.......................... (0.24) -- (0.25) --
-------- ------- -------- --------
Net loss............................. $ (0.99) $ (0.24) $ (1.76) $ (0.51)
======== ======= ======== ========
Weighted average shares outstanding--
basic and diluted..................... 20,780 32,002 19,649 31,964
======== ======= ======== ========
The accompanying notes are an integral part of these condensed consolidated
financial statements.
4
GLOBAL SPORTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Six Months Ended
------------------
July 1, June 30,
2000 2001
-------- --------
Cash Flows from Operating Activities:
Net loss.................................................. $(34,623) $(16,214)
Deduct:
Loss on disposition of discontinued operations.......... (4,983) --
-------- --------
Loss from continuing operations........................... (29,640) (16,214)
-------- --------
Adjustments to reconcile loss from continuing operations
to net cash used in operating activities:
Depreciation and amortization........................... 3,332 3,170
Stock-based compensation................................ 3,787 1,370
Changes in operating assets and liabilities, net of
discontinued operations:
Accounts receivable, net................................ (2,890) 1,072
Inventory............................................... (3,755) 3,341
Prepaid expenses and other current assets............... 260 456
Accounts payable, accrued expenses, and other........... (621) (21,108)
-------- --------
Net cash used in continuing operations.................. (29,527) (27,913)
Net cash provided by discontinued operations............ 256 --
-------- --------
Net cash used in operating activities................... (29,271) (27,913)
-------- --------
Cash Flows from Investing Activities:
Acquisition of property and equipment, net................ (5,087) (2,733)
(Additions) reductions to goodwill and other assets, net.. (464) 169
Proceeds from sale of discontinued operations............. 13,200 --
(Purchases) sales of short-term investments............... (785) 978
-------- --------
Net cash provided by (used in) investing activities..... 6,864 (1,586)
-------- --------
Cash Flows from Financing Activities:
Repayments of capital lease obligations................... (35) (99)
Proceeds from (repayments of) mortgage note............... 5,300 (18)
Purchases of treasury stock............................... -- (4)
Proceeds from the sale of common stock.................... 25,000 237
Proceeds from exercises of common stock options........... 484 168
-------- --------
Net cash provided by financing activities............... 30,749 284
-------- --------
Net increase (decrease) in cash and cash equivalents....... 8,342 (29,215)
Cash and cash equivalents, beginning of period............. 27,345 92,012
-------- --------
Cash and cash equivalents, end of period................... $ 35,687 $ 62,797
======== ========
The accompanying notes are an integral part of these condensed consolidated
financial statements.
5
GLOBAL SPORTS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1--BASIS OF PRESENTATION
Global Sports, Inc. ("Global" or the "Company"), a Delaware corporation,
develops and operates the electronic commerce ("e-commerce") sporting goods
businesses of several traditional sporting goods retailers, general
merchandise retailers, Internet companies, professional sports teams and media
companies under exclusive agreements. The Company currently derives virtually
all of its revenues from the sale of sporting goods through its partners' Web
sites, business to business group sales, 800-number sales, outbound shipping
charges and Web site development fees. Each of the Company's partners owns the
URL address of its Web site. Based upon the terms of the agreements with its
partners, the Company owns certain components of the Web sites and the
partners own other components.
The accompanying condensed consolidated financial statements of Global have
been prepared in accordance with generally accepted accounting principles for
interim financial information and in accordance with the instructions for Form
10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all
information and footnotes required by generally accepted accounting principles
for complete financial statements.
The accompanying financial information is unaudited; however, in the
opinion of the Company's management, all adjustments (consisting solely of
normal recurring adjustments and accruals) necessary to present fairly the
financial position, results of operations and cash flows for the periods
reported have been included. The results of operations for the periods
reported are not necessarily indicative of those that may be expected for a
full year.
This quarterly report should be read in conjunction with the financial
statements and notes thereto included in the Company's audited financial
statements presented in the Company's Annual Report on Form 10-K filed with
the Securities and Exchange Commission on March 30, 2001.
Certain reclassifications have been made to the prior year condensed
consolidated financial statements to conform to those used in the current
period.
NOTE 2--ACCOUNTING POLICIES
Change in Useful Life of Property and Equipment: During the three-month
period ended March 31, 2001, the Company increased its estimate of the useful
lives of its computer hardware and software from two years to four years. This
change had the effect of decreasing the loss from continuing operations for
the three- and six-month periods ended June 30, 2001 by $1.5 million and $2.9
million, or $0.05 and $0.09 per share, respectively.
Shipping & Handling Costs: The Company defines shipping and handling costs
as only those costs incurred for a third-party shipper to transport products
to the customer and these costs are included in cost of revenues. In some
instances, shipping and handling costs exceed shipping revenues charged to the
customer, and are subsidized by the Company. Additionally, the Company
selectively offers promotional free shipping whereby it ships merchandise to
customers free of all shipping and handling charges. The cost of promotional
free shipping and subsidized shipping and handling was $834,000 and $1.5
million for the three- and six-month periods ended July 1, 2000, respectively,
and $275,000 and $833,000 for the three- and six-month periods ended June 30,
2001, respectively, and was charged to sales and marketing expense.
New Accounting Pronouncements
Business Combinations, Goodwill and Other Intangible Assets: In July 2001,
the Financial Accounting Standards Board ("FASB") issued Statement of
Financial Accounting Standard ("SFAS") No. 141, "Business Combinations" and
SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS No. 141 requires
business combinations initiated after June 30, 2001 to be accounted for using
the purchase method of accounting, and
6
GLOBAL SPORTS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
broadens the criteria for recording intangible assets separate from goodwill.
SFAS No. 142 changes the accounting for goodwill from an amortization method
to an impairment-only approach. Under an impairment-only approach, goodwill
and certain intangibles will not be amortized into results of operations, but
instead would be reviewed for impairment and written down and charged to
results of operations only in the periods in which the recorded value of
goodwill and certain intangibles is more than its fair value. The Company is
evaluating the impact of the adoption of these standards and has not yet
determined the effect of adoption on its financial position and results of
operations.
NOTE 3--EQUITY TRANSACTIONS
During the three- and six-month periods ended June 30, 2001, the Company
granted options and warrants to purchase 660,775 and 2,383,650 shares of the
Company's common stock to employees, partners, and consultants, respectively.
The range of exercise prices for all options and warrants granted was from
$2.50 to $6.80 for the three-month period ended June 30, 2001, and from $0.01
to $6.94 for the six-month period ended June 30, 2001. As a result of the
grant of these options and warrants and the amortization of deferred
compensation from prior grants, the Company recorded stock-based compensation
expense of $917,000 and $1.4 million for the three- and six-month periods
ended June 30, 2001, respectively, primarily as a result of non-employee
grants. As of June 30, 2001, the Company had an aggregate of $2.2 million of
deferred compensation remaining to be amortized over the next four years.
Options to purchase 100,252 and 102,513 shares of the Company's common
stock were exercised during the three- and six-month periods ended June 30,
2001, respectively. The range of exercise prices was from $0.01 to $4.00 for
the three- and six-month periods ended June 30, 2001, respectively. These
exercises resulted in cash proceeds to the Company of $165,000 and $168,000
for the three- and six-month periods ended June 30, 2001, respectively.
NOTE 4--STOCK-BASED COMPENSATION
The following table shows the amounts of stock-based compensation, arising
primarily from issuances of stock options and warrants, that would have been
recorded under the following income statement categories had stock-based
compensation not been separately stated in the statements of operations:
Three Months Ended Six Months Ended
---------------------- ----------------------
July 1, June 30, July 1, June 30,
2000 2001 2000 2001
---------- --------- --------- ---------
(in thousands) (in thousands)
Sales and marketing................. $ 348 $ 31 $ 1,081 $ 94
Product development................. -- -- -- --
General and administrative.......... 2,173 886 2,706 1,276
---------- --------- --------- ---------
$ 2,521 $ 917 $ 3,787 $ 1,370
========== ========= ========= =========
NOTE 5--LOSSES PER SHARE
Losses per share for all periods have been computed in accordance with SFAS
No. 128, "Earnings Per Share". Basic and diluted losses per share are computed
by dividing net loss by the weighted average number of shares of common stock
outstanding during the period. Outstanding common stock options and warrants
have been excluded from the calculation of diluted losses per share because
their effect would be antidilutive.
7
GLOBAL SPORTS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
The amounts used in calculating losses per share data are as follows:
Three Months Ended Six Months Ended
------------------ ------------------
July 1, June 30, July 1, June 30,
2000 2001 2000 2001
-------- ------- -------- --------
(in thousands) (in thousands)
Loss from continuing operations..... $(15,607) $(7,818) $(29,640) $(16,214)
Loss on disposition of discontinued
operations......................... (4,983) -- (4,983) --
-------- ------- -------- --------
Net loss............................ $(20,590) $(7,818) $(34,623) $(16,214)
======== ======= ======== ========
Weighted average shares
outstanding--basic and diluted..... 20,780 32,002 19,649 31,964
======== ======= ======== ========
Outstanding common stock options
having no dilutive effect.......... 2,937 5,712 2,937 5,712
======== ======= ======== ========
Outstanding common stock warrants
having no dilutive effect.......... 2,076 7,318 2,076 7,318
======== ======= ======== ========
NOTE 6--CONCENTRATIONS OF CREDIT RISK
As of June 30, 2001, the Company had $1.1 million included in accounts
receivable related to sales of one vendor's products through Web site and
other 800-number sales, which are due over a weighted average period of four
months.
Cash equivalents potentially subject the Company to credit risk. As of June
30, 2001 the Company had $57.7 million invested in money market funds with
three financial institutions. The composition of these investments are
regularly monitored by management.
NOTE 7--COMMITMENTS AND CONTINGENCIES
Legal Proceedings
The Company is involved in various routine litigation, including litigation
in which the Company is a plaintiff, incidental to its business. The Company
believes that the disposition of such routine litigation will not have a
material adverse effect on the financial position or results of operations of
the Company.
Employment Agreements
As of June 30, 2001, the Company had employment agreements with several of
its employees for an aggregate annual base salary of $2.3 million plus bonuses
and increases in accordance with the terms of the agreements. Remaining terms
of such contracts range from two to four years.
Advertising and Media Agreements
As of June 30, 2001, the Company was contractually committed for the
purchase of future advertising totaling approximately $210,000 through the
fiscal year ending December 29, 2001. The expense related to these commitments
will be recognized in accordance with the Company's accounting policy related
to advertising.
8
GLOBAL SPORTS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Concluded)
Revenue Share Payments
As of June 30, 2001, the Company was contractually committed to minimum
cash revenue share payments of $375,000 per fiscal quarter through July, 2011.
NOTE 8--RELATED PARTY TRANSACTIONS
The Company has entered into strategic alliances to provide procurement and
fulfillment services for certain partners which may be considered affiliates
of SOFTBANK America Inc. (or its related companies). The Company recognized
net revenues of $6,000 on sales to these related parties for the three- and
six-month periods ended July 1, 2000, respectively, and $592,000 and $1.6
million for the three- and six-month periods ended June 30, 2001,
respectively. The terms of these sales are comparable to those given to other
partners of the Company, and the amount included in accounts receivable as a
result of these sales was $197,000 as of June 30, 2001.
NOTE 9--DISCONTINUED OPERATIONS
On May 26, 2000, the Company completed the previously announced sale of its
Off-Price and Action Sports division. The Company received $13.2 million in
cash proceeds from the sale. This sale completed the disposition of the
Company's discontinued operations.
Included in accounts payable, accrued expenses, and other as of June 30,
2001 was $813,000 related to certain remaining obligations of the discontinued
operations.
Net sales of discontinued operations were $17.8 million and $36.2 million
for the three- and six-month periods ended July 1, 2000, respectively, and $0
for the three- and six-month periods ended June 30, 2001.
NOTE 10--SUBSEQUENT EVENTS
On July 20, 2001, the Company entered into an agreement to sell 3,000,000
shares of the Company's common stock, at a price per share of $10.00, to
Interactive Technology Holdings, LLC, a joint venture company of Comcast
Corporation and QVC, Inc. The transaction is subject to certain customary
closing conditions, including the expiration of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act. The Company anticipates that the
closing will occur in August, 2001.
On July 20, 2001, a right to receive 1,600,000 shares of the Company's
common stock was exercised in lieu of future cash revenue share payments. On
the day immediately preceeding the exercise of the right, the closing price of
a share of the Company's common stock was $9.00.
9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Forward-Looking Statements
All statements made in this Quarterly Report on Form 10-Q other than
statements of historical fact, are forward-looking statements. The words
"anticipate", "believe", "estimate", "expect", "intend", "will", "guidance",
and similar expressions typically are used to identify forward-looking
statements. Forward-looking statements are based on the then-current
expectations, beliefs, assumptions, estimates and forecasts about our business
and the industry and markets in which we operate. Those statements are not
guarantees of future performance and involve risks, uncertainties and
assumptions which will be difficult to predict. Therefore, actual outcomes and
results may differ materially from what is expressed or implied by those
forward-looking statements. Factors which may affect our business, financial
condition and operating results include the effects of changes in the economy,
the stock market and the sporting goods industry generally, changes affecting
the Internet and e-commerce, our ability to maintain relationships with
strategic partners and suppliers, our ability to timely and successfully
develop, maintain and protect our technology and product and service offerings
and execute operationally, our ability to attract and retain qualified
personnel, and our ability to successfully integrate our recent acquisition of
Fogdog, Inc. More information about potential factors that could affect us are
described under the heading "Risk Factors." We expressly disclaim any intent
or obligation to update those forward-looking statements except as otherwise
specifically stated by us.
Overview
We develop and operate e-commerce sporting goods businesses for traditional
sporting goods retailers, general merchandise retailers, Internet companies,
professional sports teams and media companies generally under exclusive
agreements. We enable our partners to capitalize on their existing brand
assets to exploit online opportunities in the sporting goods retail industry.
We customize the design of a partner's Web site with a broad range of
characteristics that includes a differentiated user interface, partner-
specific content pages, an extensive electronic catalog of product
descriptions and images, a searchable database and interactive communication
tools. We currently derive virtually all of our revenues from the sale of
sporting goods through our partners' Web sites, business to business group
sales, 800-number sales, outbound shipping charges and Web site development
fees.
Financial Presentation
Our financial statements present:
. net revenues, which are derived from sales of sporting goods through our
partners' Web sites, business to business group sales and 800-number
sales, and related outbound shipping charges, net of allowances for
returns and discounts. Net revenues are also derived from fees earned in
connection with marketing and Web site development. Net revenues are
recorded as these fees are earned.
. cost of revenues, which include the cost of products sold and inbound
freight related to these products, as well as outbound shipping and
handling costs, other than those related to promotional free shipping
and subsidized shipping and handling which are included in sales and
marketing expense.
. sales and marketing expenses, which include advertising and promotional
expenses, including promotional free shipping and subsidized shipping
and handling costs, distribution facility expenses, customer service
costs, merchandising costs and payroll and related expenses. These
expenses also include partner revenue shares, which are payments made to
our partners in exchange for the use of their brands, the promotion of
the URLs and partners' Web sites in their marketing and communication
materials, the implementation of programs to provide incentives to our
partners' in-store customers to shop online and other programs and
services provided to the customers of our partners' Web sites.
. product development expenses, which consist primarily of expenses
associated with planning, maintaining and operating our partners' Web
sites and payroll and related expenses for engineering, production,
creative and management information systems.
10
. general and administrative expenses, which consist primarily of payroll
and related expenses associated with executive, finance, human
resources, legal and administrative personnel, as well as occupancy
costs for our headquarters.
. stock-based compensation expense, which consists of the amortization of
deferred compensation expense for options granted to employees and
certain non-employees and the value of the options or warrants granted
to certain partners and investors.
. depreciation and amortization expenses, which relate primarily to the
depreciation of our corporate headquarters, the depreciation and
amortization of the capitalized costs for our technology, hardware and
software, and the depreciation of improvements, furniture and fixtures
at our corporate headquarters and our fulfillment center.
. other income, which consists primarily of income earned pursuant to the
terms of an early lease termination agreement.
. interest income, net, which consists primarily of interest income earned
on cash, cash equivalents and short-term investments, net of interest
expense paid primarily in connection with the mortgage on our corporate
headquarters and interest expense on capital leases.
Results of Operations
Comparison of the three-and six-month periods ended June 30, 2001 and July 1,
2000
Net Revenues. Net revenues from continuing operations increased $9.2
million from $7.8 million for the three-month period ended July 1, 2000 to
$17.0 million for the three-month period ended June 30, 2001. This increase
was attributable to a $5.8 million increase in sales due to the addition of
new Web sites during the last two quarters of fiscal 2000 and in the first two
quarters of fiscal 2001, and a $3.4 million increase in sales from Web sites
operated in both periods. Net revenues from continuing operations increased
$19.7 million from $13.5 million for the six-month period ended July 1, 2000
to $33.2 million for the six-month period ended June 30, 2001. This increase
was attributable to a $12.2 million increase in sales due to the addition of
new Web sites during the last two quarters of fiscal 2000 and in the first two
quarters of fiscal 2001, and a $7.5 million increase in sales from Web sites
operated in both periods.
Cost of Revenues. We incurred cost of revenues from continuing operations
of $11.7 million and $22.8 million for the three- and six-month periods ended
June 30, 2001 and $5.5 million and $9.5 million for the three- and six-month
periods ended July 1, 2000, respectively. As a percentage of net revenues,
cost of revenues from continuing operations was 69.0% and 68.9% for the three-
and six-month periods ended June 30, 2001, and 71.0% and 70.2% for the three-
and six-month periods ended July 1, 2000, respectively.
Gross Profit. We had gross profit from continuing operations of $5.3
million and $10.3 million for the three- and six-month periods ended June 30,
2001, and $2.2 million and $4.0 million for the three- and six-month periods
ended July 1, 2000, respectively. As a percentage of net revenues, gross
profit from continuing operations was 31.0% and 31.1% for the three- and six-
month periods ended June 30, 2001, and 29.0% and 29.8% for the three- and six-
month periods ended July 1, 2000, respectively.
Sales and Marketing Expenses. Sales and marketing expenses from continuing
operations decreased $2.7 million from $9.5 million for the three-month period
ended July 1, 2000 to $6.8 million for the three-month period ended June 30,
2001. This decrease was primarily due to a $2.8 million decrease in
advertising costs and a $1.3 million decrease in third-party warehouse and
fulfillment services costs, offset, in part, by a $1.5 million increase in
personnel and occupancy costs associated with our fulfillment operations.
Sales and marketing expenses from continuing operations decreased $5.1 million
from $19.3 million for the six-month period ended July 1, 2000 to $14.2
million for the six-month period ended June 30, 2001. This decrease was
primarily due to a $6.8 million decrease in advertising costs and a $2.6
million decrease in third-party warehouse and fulfillment services costs,
offset, in part, by a $3.2 million increase in personnel and occupancy costs
associated with our fulfillment operations and an $874,000 increase in
personnel costs associated with our merchandising and customer service
departments.
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Product Development Expenses. Product development expenses from continuing
operations increased $200,000 from $1.9 million for the three-month period
ended July 1, 2000 to $2.1 million for the three-month period ended June 30,
2001. This increase was primarily due to a $282,000 increase in personnel
costs and a $197,000 increase in equipment and software maintenance costs
associated with the increased number of Web sites that we operated and
maintained, offset, in part, by a $295,000 decrease in costs associated with
our use of professional consultants. Product development expenses from
continuing operations increased $1.0 million from $3.5 million for the six-
month period ended July 1, 2000 to $4.5 million for the six-month period ended
June 30, 2001. This increase was primarily due to a $778,000 increase in
personnel costs, a $540,000 increase in equipment and software maintenance
costs associated with the increased number of Web sites that we operated and
maintained, and a $204,000 increase in support costs related to our management
information systems, offset, in part, by a $569,000 decrease in costs
associated with our use of professional consultants.
General and Administrative Expenses. General and administrative expenses
from continuing operations increased $300,000 from $2.3 million for the three-
month period ended July 1, 2000 to $2.6 million for the three-month period
ended June 30, 2001. This increase was primarily due to an $81,000 increase in
credit card chargeback activity due principally to increased sales volume, a
$120,000 increase in travel related expenses, and a $179,000 increase in
personnel costs and insurance related expenses to support our e-commerce
business, offset, in part, by a $133,000 decrease in professional fees.
General and administrative expenses from continuing operations increased
$900,000 from $4.2 million for the six-month period ended July 1, 2000 to $5.1
million for the six-month period ended June 30, 2001. This increase was
primarily due to a $345,000 increase in credit card chargeback activity due
principally to increased sales volume, a $195,000 increase in travel related
expenses, and a $398,000 increase in personnel costs and insurance related
expenses to support our e-commerce business, offset, in part, by a $120,000
decrease in professional fees.
Stock-Based Compensation Expense. Stock-based compensation expense from
continuing operations decreased $1.6 million from $2.5 million for the three-
month period ended July 1, 2000 to $917,000 for the three-month period ended
June 30, 2001. Stock-based compensation expense from continuing operations
decreased $2.4 million from $3.8 million for the six-month period ended July
1, 2000 to $1.4 million for the six-month period ended June 30, 2001. These
decreases were the result of lower charges associated with the issuance of
warrants and stock options to our partners, consultants, employees and others.
As of June 30, 2001, we had an aggregate of $2.2 million of deferred
compensation remaining to be amortized.
Depreciation and Amortization Expenses. Depreciation and amortization
expense decreased $400,000 from $1.9 million for the three-month period ended
July 1, 2000 to $1.5 million for the three-month period ended June 30, 2001.
This decrease was due to a $1.5 million decrease in depreciation expense
related to the change in our estimate of the useful lives of our computer
hardware and software from two years to four years, offset, in part, by a $1.1
million increase in depreciation expense related to our corporate
headquarters, our fulfillment center, and the assets purchased to build,
manage and operate our e-commerce business, and a $177,000 increase in
amortization of goodwill associated with the Fogdog acquisition. Depreciation
and amortization expense decreased $100,000 from $3.3 million for the six-
month period ended July 1, 2000 to $3.2 million for the six-month period ended
June 30, 2001. This decrease was due to a $2.9 million decrease in
depreciation expense related to the change in our estimate of the useful lives
of our computer hardware and software from two years to four years, offset, in
part, by a $2.6 million increase in depreciation expense related to our
corporate headquarters, our fulfillment center, and the assets purchased to
build, manage and operate our e-commerce business, and a $351,000 increase in
amortization of goodwill associated with the Fogdog acquisition.
Other income. We had other income of $300,000 and $0 for the three- and
six-month periods ended June 30, 2001 and July 1, 2000, respectively. This
increase related to fees earned pursuant to the terms of an early lease
termination agreement.
Interest income, net. We had interest income of $540,000, net of interest
expense of $183,000, and interest income of $288,000, net of interest expense
of $89,000, for the three-month periods ended June 30, 2001 and July 1, 2000,
respectively. We had interest income of $1.5 million, net of interest expense
of $330,000, and
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interest income of $518,000, net of interest expense of $89,000, for the six-
month periods ended June 30, 2001 and July 1, 2000, respectively. The
increases in interest income, net of interest expense, for the three- and six-
month periods ended June 30, 2001 compared to the comparable periods in fiscal
2000 were due to higher average balances of cash and cash equivalents and
short-term investments during the three- and six-month periods ended June 30,
2001.
Income Taxes. Since the sales of our discontinued operations, we have not
generated taxable income. Net operating losses generated have been carried
back to offset income taxes paid in prior years. The remaining net operating
losses will be carried forward. Any otherwise recognizable deferred tax assets
have been offset by a valuation allowance for the net operating loss
carryforwards.
Liquidity and Capital Resources
On July 20, 2001, we entered into an agreement to sell 3,000,000 shares of
our common stock, at a price per share of $10.00, to Interactive Technology
Holdings, LLC, a joint venture company of Comcast Corporation and QVC, Inc.
The transaction is subject to certain customary closing conditions, including
the expiration of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Acts. We anticipate that the closing will occur in August, 2001.
We raised an aggregate of $146.3 million in gross proceeds through equity
financings in fiscal 1999 and fiscal 2000, as well as $5.3 million in gross
proceeds through a mortgage financing in fiscal 2000, to finance our e-
commerce business. We received an aggregate of $23.5 million in proceeds from
the sales of our discontinued operations in fiscal 1999 and fiscal 2000, as
well as $35.7 million in net cash from the acquisition of Fogdog in fiscal
2000. We have incurred substantial costs to develop our e-commerce business
and to recruit, train and compensate personnel for our creative, engineering,
marketing, merchandising, customer service, management information systems and
administrative departments. We invested in the required technology, equipment
and personnel to make our customer service center and Kentucky distribution
center fully operational. As of June 30, 2001, we had cash and cash
equivalents of $62.8 million, working capital of $66.8 million, and an
accumulated deficit of $117.4 million.
We used $27.9 million in net cash for operating activities of continuing
operations during the six-month period ended June 30, 2001 and $30.0 million
in net cash for operating activities of continuing operations during the six-
month period ended July 1, 2000. Net cash used for operating activities of
continuing operations during the six-month period ended June 30, 2001 was
primarily the result of net losses from continuing operations and changes in
accounts payable, accrued expenses, and other liabilities, offset, in part, by
changes in accounts receivable, inventory, prepaid expenses and other current
assets, stock-based compensation, and depreciation and amortization. Net cash
used for operating activities of continuing operations during the six-month
period ended July 1, 2000 was primarily the result of net losses from
continuing operations and changes in accounts receivable, inventory, and
accounts payable, accrued expenses, and other liabilities, partially offset by
changes in prepaid expenses and other current assets, stock-based
compensation, and depreciation and amortization.
Our investing activities during the six-month period ended June 30, 2001
consisted primarily of purchases of property and equipment. We made capital
expenditures of $2.7 million during the six-month period ended June 30, 2001.
Also, during the six-month period ended June 30, 2001, we received $978,000 in
cash proceeds from sales of short-term investments. During the six-month
period ended July 1, 2000, our investing activities consisted primarily of
purchases of property and equipment of $5.1 million. In addition, we received
$13.2 million in cash proceeds from the sale of our Off-Price and Action
Sports division.
As of June 30, 2001, we had commitments of approximately $210,000 for
advertising and promotion programs, as well as $375,000 per fiscal quarter for
revenue share payments.
To date, we have financed our e-commerce operations primarily from the sale
of equity securities. We expect that our current cash and the collection of
accounts receivable will be sufficient to meet our anticipated cash needs for
the foreseeable future. In addition, we expect that we will realize income
from our continuing
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operations, excluding non-cash charges for stock-based compensation and
depreciation and amortization, in the fourth quarter of fiscal 2001 and for
fiscal year 2002. However, in order to internally fund our anticipated
operating expenses and realize income from continuing operations, including
non-cash charges, our revenues must increase significantly. If cash flows are
insufficient to fund these expenses, we may in the future need to raise
additional funds in future periods through public or private financings or
other arrangements to fund our operations until we achieve profitability.
Failure to raise future capital when needed could seriously harm our business
and operating results. If additional funds are raised through the issuance of
equity securities, the percentage ownership of our stockholders would be
reduced. Furthermore, these equity securities might have rights, preferences
or privileges senior to our common stock.
Seasonality
We expect to experience seasonal fluctuations in our revenues. These
seasonal patterns will cause quarterly fluctuations in our operating results.
In particular, we expect that the fourth fiscal quarter will account for a
disproportionate percentage of our total annual sales. We believe that results
of operations for a quarterly period may not be indicative of the results for
any other quarter or for the full year.
Risk Factors
Any investment in shares of our common stock involves a high degree of
risk. You should carefully consider the following information about these
risks, together with the other information contained in this Quarterly Report
on Form 10-Q and our Annual Report on Form 10-K filed with the Securities and
Exchange Commission on March 30, 2001. If any of the following risks occur,
our business could be materially harmed. In these circumstances, the market
price of our common stock could decline, and you may lose all or part of the
money you paid to buy our common stock.
Risks Particular to Our Business
Our future success cannot be predicted based upon our limited e-commerce
operating history.
Although we commenced operations in 1987, we did not initiate our e-
commerce business until the first quarter of 1999 and did not begin operating
our e-commerce business until the fourth quarter of 1999. Prior to the fourth
quarter of 1999, when we launched the e-commerce sporting goods businesses we
operate for our partners, 100% of our revenues had been generated by our
discontinued operations. The sale of the discontinued operations was completed
in May 2000. Accordingly, 100% of our revenues are generated through our e-
commerce business. Based on our limited experience with our e-commerce
business, it is difficult to predict whether we will be successful. Thus, our
chances of financial and operational success should be evaluated in light of
the risks, uncertainties, expenses, delays and difficulties associated with
operating a business in a relatively new and unproven market, many of which
may be beyond our control. Our failure to address these issues could have a
material adverse effect on our business, results of operations and financial
condition.
We expect increases in our operating expenses and continuing losses.
We incurred substantial losses in fiscal 1999, fiscal 2000 and during the
first six months of fiscal 2001, and as of June 30, 2001, we had an
accumulated deficit of $117.4 million. We have not achieved profitability from
our continuing operations. We may not obtain enough customer traffic or a high
enough volume of purchases from our partners' e-commerce sporting goods
businesses to generate sufficient revenues to achieve profitability. We could
continue to incur operating and net losses. There can be no assurances that we
will be able to achieve profitability from our continuing operations.
We will continue to incur significant operating expenses and capital
expenditures as we:
. enhance our distribution and order fulfillment capabilities;
. further improve our order processing systems and capabilities;
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. develop enhanced technologies and features to improve our partners' e-
commerce sporting goods business;
. enhance our customer service capabilities to better serve our customers'
needs;
. increase our general and administrative functions to support our growing
operations; and
. continue our sales and marketing activities.
Because we will incur many of these expenses before we receive any revenues
from our efforts, our losses will be greater than the losses we would incur if
we developed our business more slowly. In addition, we may find that these
efforts are more expensive than we currently anticipate, which would further
increase our losses. Also, the timing of these expenses may contribute to
fluctuations in our quarterly operating results.
Our success is tied to the success of the sporting goods industry and our
partners for which we operate e-commerce sporting goods businesses.
Our future success is substantially dependent upon the success of the
sporting goods industry and our partners for which we operate e-commerce
sporting goods businesses. From time to time, the sporting goods industry has
experienced downturns. Any downturn in the sporting goods industry could
adversely affect our business. In addition, if our partners were to have
financial difficulties or seek protection from their creditors, or if we are
unable to replace our partners or obtain new partners, it could adversely
affect our business, financial condition and results of operations.
We enter into contracts with our partners. If we do not maintain good
working relationships with our partners or perform as required under these
agreements it could adversely affect our business.
The contracts with our partners establish new and complex relationships
between us and our partners. We spend a significant amount of time and effort
to maintain our relationships with our partners and address the issues that
from time to time may arise from these new and complex relationships. If we do
not maintain a good working relationship with our partners or perform as
required under these agreements, our partners could seek to terminate the
agreements prior to the end of the term or they could decide not to renew the
contracts at the end of the term. This could adversely affect our business,
financial condition and results of operations. Moreover, our partners could
decide not to renew these contracts for reasons not related to our
performance.
Our operating results are difficult to predict. If we fail to meet the
expectations of public market analysts and investors, the market price of our
common stock may decline significantly.
Our annual and quarterly operating results may fluctuate significantly in
the future due to a variety of factors, many of which are outside of our
control. Because our operating results may be volatile and difficult to
predict, quarter-to-quarter comparisons of our operating results may not be a
good indication of our future performance. In some future quarter our
operating results may fall below the expectations of securities analysts and
investors. In this event, the trading price of our common stock may decline
significantly.
Factors that may harm our business or cause our operating results to
fluctuate include the following:
. our inability to retain existing partners or to obtain new partners;
. our inability to obtain new customers at a reasonable cost, retain
existing customers or encourage repeat purchases;
. decreases in the number of visitors to the e-commerce sporting goods
businesses operated by us or the inability to convert these visitors
into customers;
. our failure to offer an appealing mix of sporting goods, apparel,
footwear and other products;
. our inability to adequately maintain, upgrade and develop our partners'
Web sites, the systems used to process customers' orders and payments or
our computer network;
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. the ability of our competitors to offer new or superior e-commerce
sporting goods businesses, services or products;
. price competition that results in lower profit margins or losses;
. our inability to obtain specific products and brands or unwillingness of
vendors to sell their products to us;
. unanticipated fluctuations in the amount of consumer spending on
sporting goods and related products, which tend to be discretionary
spending items;
. increases in the cost of advertising;
. increases in the amount and timing of operating costs and capital
expenditures relating to expansion of our operations;
. unexpected increases in shipping costs or delivery times, particularly
during the holiday season;
. technical difficulties, system security breaches, system downtime or
Internet slowdowns;
. seasonality;
. our inability to manage inventory levels or control inventory theft;
. our inability to manage distribution operations or provide adequate
levels of customer service;
. an increase in the level of our product returns;
. government regulations related to use of the Internet for commerce; and
. unfavorable economic conditions specific to the Internet, e-commerce or
the sporting goods industry.
Seasonal fluctuations in the sales of sporting goods could cause wide
fluctuations in our quarterly results.
We expect to experience seasonal fluctuations in our revenues. These
seasonal patterns will cause quarterly fluctuations in our operating results.
In particular, we expect that our fourth fiscal quarter will account for a
disproportionate percentage of our total annual revenues. In anticipation of
increased sales activity during our fourth fiscal quarter, we may hire a
significant number of temporary employees to bolster our permanent staff and
significantly increase our inventory levels. For this reason, if our revenues
were below seasonal expectations during the fourth fiscal quarter, our annual
operating results could be below the expectations of securities analysts and
investors.
Due to the limited operating history of our e-commerce business, it is
difficult to predict the seasonal pattern of our sales and the impact of this
seasonality on our business and financial results. In the future, our seasonal
sales patterns may become more pronounced, may strain our personnel, product
distribution and shipment activities and may cause a shortfall in revenues as
compared to expenses in a given period.
We have been unable to fund our e-commerce operations with the cash
generated from our business. If we do not generate cash sufficient to fund our
operations, we may in the future need additional financing to continue our
growth or our growth may be limited.
Because we have not generated sufficient cash from operations to date, we
have funded our e-commerce operations primarily from the sale of equity
securities. Cash from revenues must increase significantly for us to fund
anticipated operating expenses internally. If our cash flows are insufficient
to fund these expenses, we may in the future need to fund our growth through
additional debt or equity financings or reduce costs. Further, we may not be
able to obtain financing on satisfactory terms. Our inability to finance our
growth, either internally or externally, may limit our growth potential and
our ability to execute our business strategy. If we issue securities to raise
capital, our existing stockholders may experience additional dilution or the
new securities may have rights senior to those of our common stock.
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We must develop and maintain relationships with key brand manufacturers to
obtain a sufficient assortment and quantity of quality merchandise on
acceptable commercial terms. If we are unable to do so, it could adversely
affect our business, results of operations and financial condition.
We primarily purchase the products we offer directly from the manufacturers
of the products. If we are unable to develop and maintain relationships with
these manufacturers, we may be unable to obtain or continue to carry a
sufficient assortment and quantity of quality merchandise on acceptable
commercial terms and our business could be adversely impacted. We do not have
written contracts with most of our manufacturers. Manufacturers could stop
selling products to us and may ask us to remove their products or logos from
our partners' Web sites. In some circumstances, our partners purchase products
directly from manufacturers for sale on their Web sites. If we or our partners
are unable to obtain products directly from manufacturers, especially popular
brand manufacturers, we may not be able to obtain the same or comparable
merchandise in a timely manner or on acceptable commercial terms. We currently
are not authorized to offer some popular brands of sporting goods, such as
Nike, although we are authorized to sell Fogdog's remaining Nike inventory on
the fogdog.com Web site. There can be no assurance that we will be able to
offer these brands in the future or that we will continue to be able to offer
brands we currently offer. If we are unable to offer a sufficient assortment
and quantity of quality products at acceptable prices, we may lose sales and
market share.
Capacity constraints or system failures could materially and adversely
affect our business, results of operations and financial condition.
Any system failure, including network, software or hardware failure, that
causes interruption of the availability of our partners' Web sites could
result in decreased usage of these Web sites. If these failures are sustained
or repeated, they could reduce the attractiveness of our partners' Web sites
to customers, vendors and advertisers. Our operations are subject to damage or
interruption from:
. fire, flood, earthquake or other natural disasters;
. power losses, interruptions or brown-outs;
. Internet, telecommunications or data network failures;
. physical and electronic break-ins or security breaches;
. computer viruses; and
. other similar events.
We launched our first partners' e-commerce sporting goods businesses in the
fourth quarter of fiscal 1999. The limited time during which we have been
operating these businesses, as well as the inherent unpredictability of the
events described above, makes it difficult to predict whether the occurrence
of any of these events is likely. If any of these events do occur, they could
result in interruptions, delays or cessations in service to users of our
partners' Web sites, which could have a material adverse effect on our
business, results of operations and financial condition.
In addition, we maintain our computers on which we operate our partners'
Web sites at the facility of a third-party hosting company. We cannot control
the maintenance and operation of this facility, which is also susceptible to
similar disasters and problems. Our insurance policies may not adequately
compensate us for any losses that we may incur. Any system failure that causes
an interruption in our service or a decrease in responsiveness could harm our
relationships with our customers and result in reduced revenues.
We may be unable to protect our proprietary technology or keep up with that
of our competitors.
Our success depends to a significant degree upon the protection of our
software and other proprietary intellectual property rights. We may be unable
to deter misappropriation of our proprietary information, detect unauthorized
use and take appropriate steps to enforce our intellectual property rights. In
addition, our competitors could, without violating our proprietary rights,
develop technologies that are as good as or better than our technology.
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Our failure to protect our software and other proprietary intellectual
property rights or to develop technologies that are as good as our
competitors' could put us at a disadvantage to our competitors. In addition,
the failure of our partners to protect their intellectual property rights,
including their domain names, could impair our operations. These failures
could have a material adverse effect on our business, results of operations
and financial condition.
If we do not respond to rapid technological changes, our services could
become obsolete and we could lose customers.
We may face material delays in introducing new services, products and
enhancements. If this happens, our customers may forgo the use of our
partners' e-commerce sporting goods businesses and use those of our
competitors. To remain competitive, we must continue to enhance and improve
the functionality and features of our partners' e-commerce sporting goods
businesses. The Internet and the online commerce industry are rapidly
changing. If competitors introduce new products and services using new
technologies or if new industry standards and practices emerge, our partners'
existing Web sites and our proprietary technology and systems may become
obsolete.
Developing our partners' e-commerce sporting goods businesses and other
proprietary technology entails significant technical and business risks. We
may use new technologies ineffectively or we may fail to adapt our partners'
Web sites, our order processing systems and our computer network to meet
customer requirements or emerging industry standards.
We may be subject to intellectual property claims or competition or trade
practices claims that could be costly and could disrupt our business.
Third parties may assert that our business or technologies infringe their
intellectual property rights. From time to time, we may receive notices from
third parties questioning our right to present specific images or logos on our
partners' Web sites, or stating that we have infringed their trademarks or
copyrights. We may in the future receive claims that we are engaging in unfair
competition or other illegal trade practices. We may be unsuccessful in
defending against these claims, which could result in substantial damages,
fines or other penalties. The resolution of a claim could also require us to
change how we do business, redesign our partners' Web sites and other systems
or enter into burdensome royalty or licensing agreements. These license or
royalty agreements, if required, may not be available on acceptable terms, if
at all, in the event of a successful claim of infringement. Our insurance
coverage may not be adequate to cover every claim that third parties could
assert against us. Even unsuccessful claims could result in significant legal
fees and other expenses, diversion of management's time and disruptions in our
business. Any of these claims could also harm our reputation.
We rely on our developing relationships with online services, search
engines, directories and other Web sites and e-commerce businesses to drive
traffic to the e-commerce sporting goods businesses we operate. If we are
unable to develop or maintain these relationships, our business, financial
condition and results of operations could be adversely affected.
We have relationships with online services, search engines, directories and
other Web sites and e-commerce businesses to provide content, advertising
banners and other links that link to our partners' Web sites. We expect to
rely on these relationships as significant sources of traffic to our partners'
Web sites and to generate new customers. If we are unable to develop
satisfactory relationships on acceptable terms, our ability to attract new
customers could be harmed. Further, many of the parties with which we may have
online advertising arrangements could provide advertising services for other
marketers of sporting goods. As a result, these parties may be reluctant to
enter into or maintain relationships with us. Failure to achieve sufficient
traffic or generate sufficient revenue from purchases originating from third-
parties may result in termination of these types of relationships. Without
these relationships, we may not be able to sufficiently increase our market
share and our business, financial condition and results of operations could be
adversely affected.
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Our success is dependent upon our executive officers and other key
personnel.
Our success depends to a significant degree upon the contribution of our
executive officers and other key personnel, particularly Michael G. Rubin,
Chairman, President and Chief Executive Officer. We have employment agreements
with some of our executive officers and key personnel. We cannot be sure,
however, that we will be able to retain or attract executive, managerial and
other key personnel. We have obtained key person life insurance for Mr. Rubin
in the amount of $9.0 million. We have not obtained key person life insurance
on any of our other executive officers or key personnel.
We may be unable to hire and retain the skilled personnel necessary to
develop our business.
We intend to continue to hire a number of skilled personnel. Competition
for these individuals is intense, and we may not be able to attract,
assimilate or retain highly qualified personnel in the future. Our failure to
attract and retain the highly trained personnel that are integral to our
business may limit our growth rate, which would harm our business.
We may not be able to compete successfully against current and future
competitors, which could harm our margins and our business.
The e-commerce market is rapidly evolving and extremely competitive.
Increased competition could result in price reductions, reduced gross margins
and loss of market share, any of which could seriously harm our business,
financial condition and results of operations. We compete with a variety of
companies, including:
. e-commerce businesses of specialty sporting goods retailers and catalogs
such as Footlocker.com and REI.com;
. e-commerce businesses of traditional general merchandise retailers such
as Target.com and WalMart.com;
. e-commerce businesses of sporting goods manufacturers such as adidas.com
and Nike.com; and
. e-commerce businesses that are associated with full-line sporting goods
stores such as Shopsports.com.
In addition, we compete with companies that may be able to provide
solutions to companies that wish to establish e-commerce sporting goods
businesses, including:
. third party providers, such as Amazon.com and USA Networks; and
. third-party fulfillment and customer services providers, such as
Fingerhut, Keystone Internet Services and ClientLogic.
Finally, we compete with traditional channels of distribution for sporting
goods, including full-line sporting goods retailers, specialty sporting goods
retailers, general merchandise retailers, catalogs and manufacturers' direct
stores.
If we experience problems in our fulfillment, warehouse and distribution
operations, we could lose customers.
Although we operate our own fulfillment center, we rely upon multiple third
parties for the shipment of our products. We also rely upon certain vendors to
ship products directly to our customers, especially LTL items. As a result, we
are subject to the risks associated with the ability of these vendors to
successfully and timely fulfill and ship customer orders and to successfully
handle our inventory delivery services to meet our shipping needs. The failure
of these vendors to provide these services, or the termination or interruption
of these services, could adversely affect our business, results of operations
and financial condition.
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Sporting goods and apparel are subject to changing consumer preferences. If
we fail to anticipate these changes, we could experience lower sales, higher
inventory markdowns and lower margins.
Our success depends, in large part, upon our ability to anticipate and
respond to trends in sporting goods merchandise and consumers' participation
in sports. Consumers' tastes in apparel and sporting goods equipment are
subject to frequent and significant changes, due in part to manufacturers'
efforts to incorporate advanced technologies into some types of sporting
goods. In addition, the level of consumer interest in a given sport can
fluctuate dramatically. If we fail to identify and respond to changes in
sporting goods merchandising and recreational sports participation, our sales
could suffer and we could be required to mark down unsold inventory. This
would depress our profit margins. In addition, any failure to keep pace with
changes in consumers' recreational sports habits could result in lost
opportunities which could have an adverse effect on our business, results of
operations and financial condition.
High merchandise returns could adversely affect our business, financial
condition and results of operations.
Our policy for allowing our customers to return products is generally
consistent with the policies of each of our partners for which we operate e-
commerce sporting goods businesses. If merchandise returns are significant,
our business, financial condition and results of operations could be adversely
affected.
We may be subject to product liability claims that could be costly and
time-consuming.
We sell products manufactured by third parties, some of which may be
defective. If any product that we sell were to cause physical injury or injury
to property, the injured party or parties could bring claims against us as the
retailer of the product. Our insurance coverage may not be adequate to cover
every claim that could be asserted. Similarly, we could be subject to claims
that users of our partners' Web sites were harmed due to their reliance on our
product information, product selection guides, advice or instructions. If a
successful claim were brought against us in excess of our insurance coverage,
it could adversely affect our business. Even unsuccessful claims could result
in the expenditure of funds and management time and could have a negative
impact on our business.
We may be liable if third parties misappropriate our customers' personal
information.
If third parties are able to penetrate our network security or otherwise
misappropriate our customers' personal information or credit card information
or if we give third parties improper access to our customers' personal
information or credit card information, we could be subject to liability. This
liability could include claims for unauthorized purchases with credit card
information, impersonation or other similar fraud claims. They could also
include claims for other misuses of personal information, including
unauthorized marketing purposes. These claims could result in litigation.
Liability for misappropriation of this information could adversely affect our
business. In addition, the Federal Trade Commission and state agencies have
been investigating various Internet companies regarding their use of personal
information. We could incur additional expenses if new regulations regarding
the use of personal information are introduced or if government agencies
investigate our privacy practices.
We are controlled by certain principal stockholders.
As of July 31, 2001, Michael G. Rubin, our Chairman, President and Chief
Executive Officer, beneficially owned 25.2%, funds affiliated with SOFTBANK
America Inc., or SOFTBANK, beneficially owned 27.1% and Interactive Technology
Holdings, LLC, or ITH, a joint venture company formed by Comcast Corporation
and QVC, Inc., beneficially owned 15.6% of our outstanding common stock. On
July 20, 2001, we agreed to sell 3,000,000 shares of common stock to ITH and
Mr. Rubin agreed to sell 1,000,000 shares of common stock to ITH. We
anticipate that the closing will occur in August, 2001. Upon consummation of
this transaction, Mr. Rubin will beneficially own 20.2%, SOFTBANK will
beneficially own 24.7% and ITH will beneficially own 25.7% of our outstanding
common stock. Should they decide to act together, Mr. Rubin, SOFTBANK and ITH
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would be in a position to exercise control over most matters requiring
stockholder approval, including the election or removal of directors, approval
of significant corporate transactions and the ability generally to direct our
affairs. Furthermore, the stock purchase agreements pursuant to which SOFTBANK
and ITH acquired their shares of our common stock provide that SOFTBANK and
ITH each have the right to designate up to two members of our board. This
concentration of ownership and SOFTBANK's and ITH's right to designate members
to our board may have the effect of delaying or preventing a change in control
of us, including transactions in which stockholders might otherwise receive a
premium over current market prices for their shares.
From time to time, we may acquire or invest in other companies. There are
risks associated with potential acquisitions and investments. As a result, we
may not achieve the expected benefits of potential acquisitions.
If we are presented with appropriate opportunities, we may make investments
in complementary companies, products or technologies or we may purchase other
companies. We may not realize the anticipated benefits of any investment or
acquisition. We may not be able to successfully assimilate the additional
personnel, operations, acquired technology and products into our business. Any
acquisition may further strain our existing financial and managerial controls
and reporting systems and procedures. In addition, key personnel of the
acquired company may decide not to work for us. These difficulties could
disrupt our ongoing business, distract our management and employees or
increase our expenses. Further, the physical expansion in facilities that
would occur as a result of any acquisition may result in disruptions that
seriously impair our business. Finally, we may have to incur debt or issue
equity securities to pay for any acquisitions or investments, the issuance of
which could be dilutive to our stockholders.
We may expand our business internationally, causing our business to become
increasingly susceptible to numerous international business risks and
challenges that could affect our profitability.
We believe that the current globalization of the economy requires
businesses to consider pursuing international expansion. In the future, we may
expand into international markets. International sales are subject to inherent
risks and challenges that could adversely affect our profitability, including:
. the need to develop new supplier and manufacturer relationships,
particularly because major sporting good manufacturers may require that
our international operations deal with local distributors;
. unexpected changes in international regulatory requirements and tariffs;
. difficulties in staffing and managing foreign operations;
. longer payment cycles from credit card companies;
. greater difficulty in accounts receivable collection;
. potential adverse tax consequences;
. price controls or other restrictions on foreign currency; and
. difficulties in obtaining export and import licenses.
To the extent we generate international sales in the future, any negative
impact on our international business could negatively impact our business,
operating results and financial condition as a whole. In particular, gains and
losses on the conversion of foreign payments into United States dollars may
contribute to fluctuations in our results of operations and fluctuating
exchange rates could cause reduced gross revenues and/or gross margins from
non-dollar-denominated international sales.
We have never paid dividends on our common stock and do not anticipate
paying dividends in the foreseeable future.
We have never paid cash dividends on our common stock and do not anticipate
that any cash dividends will be declared or paid in the foreseeable future.
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It may be difficult for a third party to acquire us and this could depress
our stock price.
Pursuant to our amended and restated certificate of incorporation, we have
authorized a class of 5,000,000 shares of preferred stock, which the board of
directors may issue with terms, rights, preferences and designations as the
board may determine and without any vote of the stockholders, unless otherwise
required by law. Issuing the preferred stock, depending upon the terms,
rights, preferences and designations set by the board, may delay, deter or
prevent a change in control of us. Issuing additional shares of common stock
could result in dilution of the voting power of the current holders of our
common stock. In addition, "anti-takeover" provisions of Delaware law may
restrict the ability of the stockholders to approve a merger or business
combination or obtain control of us.
There are limitations on the liabilities of our directors.
Pursuant to our amended and restated certificate of incorporation and under
Delaware law, our directors are not liable to us or our stockholders for
monetary damages for breach of fiduciary duty, except for liability for breach
of a director's duty of loyalty, acts or omissions by a director not in good
faith or which involve intentional misconduct or a knowing violation of law,
for dividend payments or stock repurchases that are unlawful under Delaware
law or any transaction in which a director has derived an improper personal
benefit. In addition, we have entered into indemnification agreements with
each of our directors. These agreements, among other things, require us to
indemnify each director for certain expenses including attorneys' fees,
judgments, fines and settlement amounts incurred by any such person in any
action or proceeding, including any action by us or in our right, arising out
of the person's services as one of our directors.
Risks Related to the Internet Industry
Our success is tied to the continued growth in the use of the Internet and
the adequacy of the Internet infrastructure.
Our future success is substantially dependent upon continued growth in the
use of the Internet. The number of users and advertisers on the Internet may
not increase and commerce over the Internet may not become more accepted and
widespread for a number of reasons, including:
. actual or perceived lack of security of information or privacy
protection;
. lack of access and ease of use;
. congestion of traffic on the Internet;
. inconsistent quality of service and lack of availability of cost-
effective, high-speed service;
. possible disruptions, computer viruses or other damage to the Internet
servers or to users' computers;
. excessive governmental regulation;
. uncertainty regarding intellectual property ownership; and
. lack of high-speed modems and other communications equipment.
Published reports have also indicated that growth in the use of the
Internet has resulted in users experiencing delays, transmission errors and
other difficulties. As currently configured, the Internet may not support an
increase in the number or requirements of users. In addition, there have been
outages and delays on the Internet as a result of damage to the current
infrastructure. The amount of traffic on our partners' Web sites could be
materially affected if there are outages or delays in the future. The use of
the Internet may also decline if there are delays in the development or
adoption of modifications by third parties that are required to support
increased levels of activity on the Internet. If none of the foregoing changes
occur, or if the Internet does not become a viable commercial medium, our
business, results of operations and financial condition could be materially
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adversely affected. In addition, even if those changes occur, we may be
required to spend significant capital to adapt our operations to any new or
emerging technologies relating to the Internet.
The technology of the Internet is changing rapidly and could render the Web
sites which we operate obsolete.
The technology of the Internet and e-commerce is evolving rapidly for many
reasons, including:
. customers frequently changing their requirements and preferences;
. competitors frequently introducing new products and services; and
. industry associations and others creating new industry standards and
practices.
These changes could render the Web sites that we operate obsolete. Our
ability to attract customers could be seriously impaired if we do not
accomplish the following tasks:
. continually enhance and improve our partners' Web sites;
. identify, select and obtain leading technologies useful in our business;
and
. respond to technological advances and emerging industry standards in a
cost-effective and timely manner.
Customers may be unwilling to use the Internet to purchase goods.
Our long-term future depends heavily upon the general public's willingness
to use the Internet as a means to purchase goods. The failure of the Internet
to develop into an effective commercial tool would seriously damage our future
operations. E-commerce is a relatively new concept, and large numbers of
customers may not begin or continue to use the Internet to purchase goods. The
demand for and acceptance of products sold over the Internet are highly
uncertain, and most e-commerce businesses have a short track record. If
consumers are unwilling to use the Internet to conduct business, our business
may not develop profitably. The Internet may not succeed as a medium of
commerce because of delays in developing elements of the needed Internet
infrastructure, such as a reliable network, high-speed modems, high-speed
communication lines and other enabling technologies.
The security risks of e-commerce may discourage customers from purchasing
goods from us.
In order for the e-commerce market to develop successfully, we and other
market participants must be able to transmit confidential information securely
over public networks. Third parties may have the technology or know-how to
breach the security of customer transaction data. Any breach could cause
customers to lose confidence in the security of our partners' Web sites and
choose not to purchase from those Web sites. If someone is able to circumvent
our security measures, he or she could destroy or steal valuable information
or disrupt the operation of our partners' Web sites. Concerns about the
security and privacy of transactions over the Internet could inhibit the
growth of the Internet and e-commerce. Our security measures may not
effectively prohibit others from obtaining improper access to the information
on our partners' Web sites. Any security breach could expose us to risks of
loss, litigation and liability and could seriously disrupt our operations.
Credit card fraud could adversely affect our business.
We do not carry insurance against the risk of credit card fraud, so the
failure to adequately control fraudulent credit card transactions could
increase our general and administrative expenses. We have put in place
technology to help us detect the fraudulent use of credit card information. To
date, we have not suffered material losses related to credit card fraud.
However, we may in the future suffer losses as a result of orders placed with
fraudulent credit card data even though the associated financial institution
approved payment of the orders. Under current credit card practices, we are
liable for fraudulent credit card transactions because we do not obtain a
cardholder's signature.
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If one or more states successfully assert that we should collect sales or
other taxes on the sale of our merchandise, our business could be harmed.
We do not currently collect sales or other similar taxes for physical
shipments of goods into states other than Kentucky and Pennsylvania. One or
more local, state or foreign jurisdictions may seek to impose sales tax
collection obligations on us and other out-of-state companies that engage in
online commerce. Our business could be adversely affected if one or more
states or any foreign country successfully asserts that we should collect
sales or other taxes on the sale of our merchandise.
Existing or future government regulation could harm our business.
We are subject to the same federal, state and local laws as other companies
conducting business on the Internet. Today there are relatively few laws
specifically directed towards conducting business on the Internet. However,
due to the increasing popularity and use of the Internet, many laws and
regulations relating to the Internet are being debated at the state and
federal levels. These laws and regulations could cover issues such as user
privacy, freedom of expression, pricing, fraud, quality of products and
services, taxation, advertising, intellectual property rights and information
security. Applicability to the Internet of existing laws governing issues such
as property ownership, copyrights and other intellectual property issues,
taxation, libel, obscenity and personal privacy could also harm our business.
For example, United States and foreign laws regulate our ability to use
customer information and to develop, buy and sell mailing lists. The vast
majority of these laws were adopted prior to the advent of the Internet, and
do not contemplate or address the unique issues raised thereby. Those laws
that do reference the Internet, such as the Digital Millennium Copyright Act,
are only beginning to be interpreted by the courts and their applicability and
reach are therefore uncertain. These current and future laws and regulations
could adversely affect our future business, results of operation and financial
condition.
Laws or regulations relating to user information and online privacy may
adversely affect the growth of our Internet business or our marketing efforts.
We are subject to increasing regulation at the federal and state levels
relating to online privacy and the use of personal user information. Several
states have proposed legislation that would limit the uses of personal user
information gathered online or require online services to establish privacy
policies. The Federal Trade Commission has adopted regulations regarding the
collection and use of personal identifying information obtained from children
under 13. In addition, bills pending in Congress would extend online privacy
protections to adults. Laws and regulations of this kind may include
requirements that we establish procedures to disclose and notify users of
privacy and security policies, obtain consent from users for collection and
use of information, or provide users with the ability to access, correct and
delete personal information stored by us. Even in the absence of those
regulations, the Federal Trade Commission has settled several proceedings
resulting in consent decrees in which Internet companies have been required to
establish programs regarding the manner in which personal information is
collected from users and provided to third parties. We could become a party to
a similar enforcement proceeding. These regulatory and enforcement efforts
could also harm our ability to collect demographic and personal information
from users, which could be costly or adversely affect our marketing efforts.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no significant changes in market risk for the quarter ended
June 30, 2001. See the information set forth in Item 7A of the Company's
Annual Report on Form 10-K for the fiscal year ended December 30, 2000 filed
with the Securities and Exchange Commission on March 30, 2001.
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PART II--OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are involved in various routine litigation incidental to our current and
discontinued businesses. We believe that the disposition of these matters will
not have a material adverse effect on our financial position or results of
operations.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
On July 20, 2001, the Company entered into an agreement to sell 3,000,000
shares of the Company's common stock, at a price per share of $10.00, to
Interactive Technology Holdings, LLC, a joint venture company of Comcast
Corporation and QVC, Inc. The transaction is subject to certain customary
closing conditions, including the expiration of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act. The Company anticipates that the
closing will occur in August, 2001.
From April 5, 2001 through July 6, 2001, in connection with the execution
of agreements to operate the e-commerce businesses of certain partners, the
Company issued to those partners (i) five-year warrants to purchase up to an
aggregate of 336,620 shares of the Company's common stock at a weighted
average exercise price of $8.97 per share; (ii) five-year warrants to purchase
up to an aggregate of 400,000 shares of the Company's common stock at an
exercise price of $2.50 per share, subject to the satisfaction of certain
performance conditions; and (iii) a right, exercisable for five years from the
date of issuance, to receive up to 1,600,000 shares of the Company's common
stock, valued for the purposes of such right between $4.79 and $7.03 per
share, in lieu of future cash revenue share payments, which right was
exercised on July 20, 2001.
No underwriter was involved in any of the above sales of securities. All of
the above securities were issued in reliance upon the exemption set forth in
Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act"),
on the basis that they were issued under circumstances not involving a public
offering.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On May 24, 2001, we held our Annual Meeting of Shareholders. Proxies were
solicited for the Annual Meeting pursuant to Regulation 14A of the Securities
Exchange Act of 1934. At the Annual Meeting, the following matters were voted
on:
1. Kenneth J. Adelberg, Ronald D. Fisher, Harvey Lamm, Mark S. Menell,
Michael S. Perlis, Jeffrey F. Rayport and Michael G. Rubin were elected to
serve on the Board of Directors of the Company for one-year terms and until
their respective successors are duly elected and qualified. The votes for and
the votes withheld for each director were as follows:
Name For Withheld
---- --- --------
Kenneth J. Adelberg 29,991,132 76,739
Ronald D. Fisher 29,990,997 76,874
Harvey Lamm 29,991,107 76,764
Mark S. Menell 29,991,107 76,764
Michael S. Perlis 29,991,107 76,764
Jeffrey F. Rayport 29,991,092 76,779
Michael G. Rubin 28,890,112 1,177,759
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2. A proposal to approve an Amendment to the Company's 1996 Equity
Incentive Plan to (i) increase the number of shares of Common Stock
issuable under the Plan from 4,500,000 shares to 7,500,000 shares, and (ii)
increase the number of shares which may be granted to employees covered by
Section 162(m) of the Internal Revenue Code of 1986, as amended, to
1,000,000 was approved by the following vote:
For Against Abstain
--- ------- -------
24,355,298 1,590,560 11,855
3. A proposal to approve the amendment of the Company's Certificate of
Incorporation to (i) increase the number of authorized shares of Common
Stock by 30,000,000 shares from 60,000,000 shares to 90,000,000 shares, and
(ii) increase the number of authorized shares of Preferred Stock by
4,000,000 shares from 1,000,000 shares to 5,000,000 shares was approved by
the following vote:
For Against Abstain
--- ------- -------
24,358,166 1,590,104 9,443
4. A proposal to approve the amendment and restatement of the Company's
Certificate of Incorporation in the form attached as Appendix B to the
Proxy Statement, including specifically to (i) establish that directors may
be removed with or without cause by the vote of a majority of the voting
power of all the then-outstanding shares of the Company entitled to vote
for directors; and (ii) establish that any provision of the Company's
Bylaws may be adopted, amended or repealed by the vote of a majority of the
voting power of all the then-outstanding shares of the Company entitled to
vote for directors was approved by the following vote:
For Against Abstain
--- ------- -------
25,750,487 197,205 10,021
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
10.1* Employment Agreement dated June 1, 2001 by and between the Company
and Michael G. Rubin.
--------
* Management contract or compensatory plan or arrangement
(b) Reports on Form 8-K
None.
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SIGNATURE
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, hereunto duly authorized.
Global Sports, Inc.
/s/ Jordan M. Copland
By: _________________________________
Jordan M. Copland
Executive Vice President &
Chief Financial Officer
Date: August 6, 2001
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