U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2000
Commission file number: 0-26022
SERENGETI EYEWEAR, INC.
(Exact Name of Registrant as specified in its Charter)
New York 65-0665659
(State of incorporation) (I.R.S. Employer Identification No.)
8125 25th Court East
Sarasota, Florida 34243
(Address of principal executive offices)
(941) 359-3599
(Registrant's telephone number)
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 past 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
--- ---
The number of shares of Registrant's common stock, $.001 par value,
outstanding as of July 31, 2000, was 2,384,000.
PART I
FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS.
---------------------------------
Serengeti Eyewear, Inc.
Consolidated Balance Sheets
ASSETS
June 30, 2000 December 31, 1999
------------- -----------------
(Unaudited)
Current Assets:
Cash $ 12,097 $ 306,126
Accounts receivable - trade 5,290,498 5,843,863
Inventories 12,625,386 15,237,394
Prepaid expenses and other current assets 604,542 289,497
------------- ------------
Total current assets 18,532,523 21,676,880
Fixed assets - net of accumulated depreciation 1,732,195 1,867,267
Other assets:
Goodwill - net 5,766,299 5,940,970
Patents and trademarks - net 9,326,643 9,637,116
Other assets 119,996 377,082
------------- ------------
Total other assets 15,212,938 15,955,168
------------- ------------
Total assets $ 35,477,656 $ 39,499,315
============= ============
See accompanying notes to financial statements.
2
Serengeti Eyewear, Inc.
Consolidated Balance Sheets
(Continued)
LIABILITIES AND STOCKHOLDERS EQUITY
June 30, 2000 December 31, 1999
------------- -----------------
(Unaudited)
Current Liabilities:
Bank overdraft $ 133,562 $ -
Note payable-bank/line of credit 8,139,794 10,146,096
Accounts payable 4,713,781 8,569,673
Accrued dividends 2,346,000 1,564,000
Accrued expenses 752,332 533,718
Income taxes payable 35,400 -
Current portion of long-term debt 1,059,254 1,992,318
------------- ------------
Total current liabilities 17,180,123 22,805,805
------------- ------------
Long-term debt, less current portion 61,010 523,579
------------- ------------
Commitments and contingencies - -
Stockholders' equity:
Preferred stock, $.001 par value,
1,000,000 shares authorized; 25,384
shares issued and outstanding 23,809,000 23,809,000
Common stock, $.001 par value,
10,000,000 shares authorized; 2,384,000
shares issued and outstanding 2,384 2,384
Additional paid in capital 10,586,094 10,586,094
Accumulated deficit (16,160,955) (18,227,547)
------------- ------------
Total stockholders' equity 18,236,523 16,169,931
------------- ------------
Total liabilities and stockholders' equity $ 35,477,656 $ 39,499,315
============= ============
See accompanying notes to financial statements.
3
Serengeti Eyewear, Inc.
Consolidated Statements of Operations
Three Months Ended Six Months Ended
------------------ ----------------
June 30, 2000 June 30, 1999 June 30, 2000 June 30, 1999
------------- ------------- ------------- -------------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
Net sales $ 11,433,225 $ 13,562,057 $ 22,664,204 $ 24,094,992
Cost of goods sold 6,354,150 7,282,238 12,434,772 13,571,880
------------ ------------ ------------ ------------
Gross profit 5,079,075 6,279,819 10,229,432 10,523,112
Operating expenses:
Depreciation and amortization 372,277 362,443 742,651 724,455
Selling expenses 608,318 577,765 1,207,285 1,380,862
General and administrative expenses 2,450,699 3,060,712 4,684,651 4,941,307
------------ ------------ ------------ ------------
Total operating expenses 3,431,294 4,000,920 6,634,587 7,046,624
------------ ------------ ------------ ------------
Income from operations 1,647,781 2,278,899 3,594,845 3,476,488
Interest expense (327,439) (365,438) (710,853) (801,769)
------------ ------------ ------------ ------------
Net income before income taxes 1,320,342 1,913,461 2,883,992 2,674,719
Income Taxes -- -- (35,400) --
------------ ------------ ------------ ------------
Net income 1,320,342 1,913,461 2,848,592 2,674,719
Preferred stock dividends (391,000) (391,000) (782,000) (782,000)
------------ ------------ ------------ ------------
Net income applicable to common stock $ 929,342 $ 1,522,461 $ 2,066,592 $ 1,892,719
============ ============ ============ ============
Earnings per share
Basic $ 0.39 $ 0.63 $ 0.87 $ 0.79
============ ============ ============ ============
Diluted $ 0.02 $ 0.05 $ 0.03 $ 0.07
============ ============ ============ ============
Weighted average shares:
Basic 2,384,000 2,384,000 2,384,000 2,384,000
============ ============ ============ ============
Diluted 90,119,693 41,005,530 90,096,509 41,005,530
============ ============ ============ ============
See accompanying notes to financial statements.
4
Serengeti Eyewear, Inc.
Consolidated Statements of Cash Flows
Six Months Ended
June 30, 2000 June 30, 1999
-------------- -------------
(Unaudited) (Unaudited)
Cash flows from operating activities:
Net Income $ 2,848,592 $ 2,674,719
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 742,651 724,455
Cash provided by (used for):
Accounts receivable 553,365 184,282
Income tax refund receivable -- 358,055
Inventories 2,612,008 (1,464,144)
Prepaid expenses and other assets (57,959) 166,878
Accounts payable (3,855,892) (645,081)
Accrued expenses 218,614 376,090
Income tax payable 35,400 --
----------- -----------
Net cash provided by operating activities 3,096,779 2,375,254
----------- -----------
Cash flows from investing activities:
Purchase of fixed assets (122,435) (54,787)
----------- -----------
Net cash used in investing activities (122,435) (54,787)
----------- -----------
Cash flows from financing activities:
Increase (decrease) in bank overdraft 133,562 (151,020)
Net borrowings (repayments) from line of credit (2,006,302) (2,099,542)
Principal payments on long-term debt (1,395,633) (30,521)
----------- -----------
Net cash used in financing activities (3,268,373) (2,281,083)
----------- -----------
Net increase (decrease) in cash (294,029) 39,384
Cash - beginning of period 306,126 87,774
----------- -----------
Cash - end of period $ 12,097 $ 127,158
=========== ===========
See accompanying notes to financial statements.
5
Serengeti Eyewear, Inc.
Notes to Consolidated Financial Statements
(Unaudited)
Note A. Basis of presentation
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information. Pursuant to the rules of the Securities and Exchange Commission,
those financial statements do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (consisting only of
normal recurring adjustments) considered necessary for a fair presentation have
been included. The results of operations for the periods presented are not
necessarily indicative of the results to be expected for the full year. These
financial statements should be read in conjunction with the financial statements
and notes thereto included in the 1999 Annual Report on Form 10-K for the fiscal
year ended December 31, 1999 of Serengeti Eyewear, Inc. (the "Company").
The accompanying consolidated financial statements include the accounts
of the Company and its wholly owned subsidiary, Solartechnics (HK) Ltd.
Intercompany transactions and balances have been eliminated in consolidation.
Inventories
- -----------
Inventories are valued at the lower of cost or market on a
first-in-first-out basis.
Income taxes
- ------------
The Company accounts for income taxes under Statement of Financial
Accounting Standards No. 109 (FAS 109), "Accounting for Income Taxes", which
requires use of the liability method. FAS 109 provides that deferred tax assets
and liabilities are recorded based on the differences between the tax bases of
assets and liabilities and their carrying amounts for financial reporting
purposes, referred to as temporary differences. Deferred tax assets and
liabilities at the end of each period are determined using the currently enacted
tax rates applied to taxable income in the periods in which the deferred tax
assets and liabilities are expected to be settled or realized.
The Company had net operating loss carryforwards of approximately $6.5
million as of December 31, 1999. The Company has recorded a valuation allowance
to state its deferred tax assets at estimated realizable value due to
uncertainty related to realization of these assets through future taxable
income. For the six months ended June 30, 2000, the Company recorded income
taxes payable of $35,400 related to alternative minimum federal and foreign
taxes.
Earnings per share
- ------------------
Earnings per share amounts are computed based upon the weighted average
number of common shares and potential common shares outstanding during each
period. Potential common shares related to options and warrants are calculated
using the treasury stock method. The dilutive effect of convertible preferred
stock is reflected in diluted earnings per share using the if-converted method
and assumes conversion at the beginning of the period.
6
Serengeti Eyewear, Inc.
Notes to Consolidated Financial Statements
(Unaudited)
The reconciliation of the net income and shares for the basic and
diluted earnings per share computation are as follows for the three months and
six months ended June 30, 2000 and 1999:
Three Months Ended June 30, 2000 Three Months Ended June 30, 1999
---------------------------------- ----------------------------------
Income Shares Per Share Income Shares Per Share
(Numerator) (Denominator) Amount (Numerator) (Denominator) Amount
------------ ------------- --------- ----------- ------------- ---------
Net income applicable to
common stock (Basic) $ 929,342 2,384,000 $ 0.39 $ 1,522,461 2,384,000 $ 0.63
Effect of Dilutive Securities:
- ------------------------------
Incremental shares from assumed exercises
and conversions:
Options - 23,184 - -
Series A convertible
preferred stock 139,870 29,861,783 139,870 13,148,726
Series B convertible
preferred stock 125,565 28,925,363 125,565 12,736,402
Series C convertible
preferred stock 125,565 28,925,363 125,565 12,736,402
----------- ----------- ------------ ----------
Net income applicable
to common stock (diluted) $1,320,342 90,119,693 $ 0.02 $ 1,913,461 41,005,530 $ 0.05
=========== =========== ============ ===========
Six Months Ended June 30, 2000 Six Months Ended June 30, 1999
------------------------------- ------------------------------
Income Shares Per Share Income Shares Per Share
(Numerator) (Denominator) Amount (Numerator) (Denominator) Amount
------------ ------------- --------- ----------- ------------- ---------
Net income applicable to
common stock (Basic) $2,066,592 2,384,000 $ 0.87 $ 1,892,719 2,384,000 $ 0.79
Effect of Dilutive Securities:
- ------------------------------
Incremental shares from assumed exercises
and conversions:
Series A convertible
preferred stock 279,740 29,861,783 279,740 13,148,726
Series B convertible
preferred stock 251,130 28,925,363 251,130 12,736,402
Series C convertible
preferred stock 251,130 28,925,363 251,130 12,736,402
----------- ----------- ----------- ----------
Net income applicable
to common stock (diluted) $2,848,592 90,096,509 $ 0.03 $ 2,674,719 41,005,530 $ 0.07
=========== =========== ============ ===========
7
Serengeti Eyewear, Inc.
Notes to Consolidated Financial Statements
(Unaudited)
Note B. Inventories
June 30, 2000 December 31, 1999
------------- -----------------
(Unaudited)
-----------
Inventories consist of the following:
Raw Materials $ 2,132,938 $ 2,298,906
Work-in-process 2,570,776 3,375,602
Finished Goods 7,921,672 9,562,886
----------- -----------
Total $12,625,386 $15,237,394
----------- -----------
Note C. Line of Credit
During September 1999, the Company secured with an asset-based lender a
$12 million revolving credit facility with interest payable at prime plus 1.75%,
replacing all but $2 million of the then existing credit facility. The
prime-lending rate at June 30, 2000 was 9.5%.
Under the current revolver facility, as amended, the Company is able to
borrow up to 1) 85% of eligible domestic accounts receivable, 2) 75% of eligible
foreign accounts receivable, and 3) 80% and 50% of the value of the Company's
eligible premium and non-premium inventory, respectively, subject to additional
limitations on inventory-based loans. The unused portion of the facility was
$3,860,206 at June 30, 2000. The revolver facility is collateralized by
substantially all the Company's assets and is automatically renewable on its
anniversary date in September 2001. Debt under the current revolver facility is
classified as a current liability in the Company's financial statements.
At June 30, 2000, the Company was in violation of the capital
expenditure restrictions under the new revolver, as it purchased molds for new
styles to be introduced in 2001. A waiver for this violation has been requested
from the lender.
Note D. Stockholders' equity - Preferred stock
On October 4, 1996, the Company issued 7,500 shares of its $.001 par
value Series A 6.5% cumulative convertible non-voting preferred stock to RBB
Bank Aktiengesellschaft ("RBB"), a banking institution located in Austria, in a
private offshore offering pursuant to Regulation S for cash aggregating
$7,500,000 less commissions aggregating $525,000. Concurrently with the closing
of an acquisition, whereby the Company purchased certain assets of the Serengeti
Eyewear division of Corning, Inc. ("Corning"), RBB purchased, pursuant to said
Regulation S offering, 7,500 shares of the Company's $.001 par value Series B 6%
cumulative convertible non-voting preferred stock and 7,500 shares of the
Company's $.001 par value Series C 6% cumulative convertible non-voting
preferred stock for cash aggregating $15,000,000 less commissions aggregating
$1,050,000.
The dividends on the preferred shares are payable in cash or additional
shares of preferred stock, at the option of the Company. During 1997, 118 shares
of preferred stock valued at $118,000, which represent dividends accrued in
1996, were issued. During 1998, dividends aggregating 1,290 shares of preferred
stock valued at $1,290,000, which represent dividends accrued in 1997, were
issued. During 1999, dividends aggregating 1,476 shares of preferred stock
valued at $1,476,000, which represent dividends accrued in 1998, were issued. At
June 30, 2000, dividends aggregating $2,346,000 were due and payable RBB.
8
Serengeti Eyewear, Inc.
Notes to Consolidated Financial Statements
(Unaudited)
Each of the Series A Preferred Shares may be converted into shares of
common stock at any time. Each Series A share is convertible into such number of
common shares as is determined by dividing its stated value of $1,000 by a
conversion rate equal to the lower of (a) $5.50 or (b) 80% of the average market
price for the common stock for the ten trading days ending three days prior to
the giving by the holder of a notice of conversion.
Each of the Series B Preferred Shares may be converted into shares of
common stock at any time. Each Series B share is convertible into such number of
common shares as is determined by dividing its stated value of $1,000 by a
conversion rate equal to the lower of (a) $6.75 or (b) 80% of the average market
price for the common stock for the ten trading days ending three days prior to
the giving by the holder of a notice of conversion.
Each of the Series C Preferred Shares may be converted into shares of
common stock at any time. Each Series C share is convertible into such number of
common shares as is determined by dividing its stated value of $1,000 by a
conversion rate equal to the lower of (a) $8.25 or (b) 80% of the average market
price for the common stock for the ten trading days ending three days prior to
the giving by the holder of a notice of conversion.
The Company recorded dividends of $1,564,000 ($61.61 per share),
$1,476,000 ($61.74 per share) and $5,040,000 ($222.83 per share), including
$3,750,000 of dividends recorded as an issuance of the beneficial conversion
features of the preferred stock, during 1999, 1998 and 1997, respectively.
At any time after September 30, 2000 the Company will have the right
to force conversion of the preferred shares into common stock.
Note E. Concentration of credit risk/major customers
During the six months ended June 30, 2000, the Company made net sales
to three customers of approximately $3,700,000, $2,700,000 and $1,900,000, or
16.4%, 11.8% and 8.4% of its total net sales, respectively. During the same
six-month period of the prior year, the Company made net sales to the same three
customers of approximately $4,500,000, $4,400,000 and $2,400,000, or 18.5%,
18.2% and 9.8% of its total net sales, respectively.
Approximately $1,400,000, or 22.1% of the gross accounts receivable,
were due from three customers at June 30, 2000 and were unsecured. Approximately
$3,600,000, or 39.2% of the gross accounts receivable were due from three
customers at June 30, 1999 and were unsecured.
Note F: Litigation
During January 1998, RBB Bank Aktiengesellschaft ("RBB"), the entity
which purchased $22.5 million of the Company's preferred stock, the proceeds of
which were utilized by the Company to purchase the Serengeti business, filed a
complaint in the United States District Court, Southern District of New York. In
the complaint, RBB alleges various violations of the securities laws in
connection with the purchase by RBB of the 22,500 shares of the Company's
convertible preferred stock. RBB contends that the Company (i) failed to
disclose certain material information and that RBB relied to its detriment on
these omissions in purchasing the Company's convertible preferred
9
Serengeti Eyewear, Inc.
Notes to Consolidated Financial Statements
(Unaudited)
stock and (ii) failed to convert the preferred stock when requested. There are
also common law claims for fraud and negligent misrepresentation. RBB seeks
specific performance of RBB's right to convert its preferred shares and
compensatory damages up to $22.5 million, equal to the purchase price of the
preferred stock, plus interest. RBB also seeks punitive damages and attorneys'
fees. In April 1998, the Company moved to dismiss the federal securities laws
claims against it, as well as the common law claims for conversion, fraud and
negligent misrepresentation. Following the filing of the motion to dismiss, RBB
withdrew its claim against the Company arising under Section 12 of the
Securities Act of 1933. The court granted the Company's motion to dismiss the
remaining securities law claim against it under Section 10 of the Securities
Exchange Act of 1934 and limited the scope of the fraud and negligent
misrepresentation claim. The court denied the motion with respect to the
conversion claim. In January 1999, the Company answered the complaint by denying
all the allegations of wrongdoing and by asserting various affirmative defenses
to RBB's claims. Document and deposition discovery has been substantially
completed. No trial date has been scheduled. The parties have reached a
conditional settlement of this action. By order dated February 17, 2000, the
court dismissed the case without prejudice with the right to reopen the case on
or before August 17, 2000, if the settlement is not consummated. Upon joint
motion of the parties, the Court extended the date to September 15, 2000.
In the normal course of conducting its business, the Company is
involved in various other legal matters. The Company is not a party to any other
legal matter which management believes could result in a judgment that would
have a material adverse effect on the Company's financial position, liquidity or
results of operations.
10
Serengeti Eyewear, Inc.
Notes to Consolidated Financial Statements
(Unaudited)
Note G. Foreign operations
The Company distributes its products from two geographic areas: The
United States and Hong Kong. Following is a summary of information by area for
the three months and six months ended June 30, 2000 and 1999:
Three Months Ended June 30 Six Months Ended June 30
-------------------------- ------------------------
2000 1999 2000 1999
---- ---- ---- ----
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
Net sales to unaffiliated customers:
United States $ 11,433,225 $ 12,800,784 $ 22,507,383 $ 21,406,600
Hong Kong -- 761,273 156,821 2,688,392
------------ ------------ ------------ ------------
$ 11,433,225 $ 13,562,057 $ 22,664,204 $ 24,094,992
------------ ------------ ------------ ------------
Income (loss) from operations:
United States $ 1,680,047 $ 2,193,933 $ 3,568,639 $ 3,235,396
Hong Kong (32,266) 84,966 26,206 241,092
------------ ------------ ------------ ------------
$ 1,647,781 $ 2,278,899 $ 3,594,845 $ 3,476,488
Interest expense $ (327,439) $ (365,438) $ (710,853) $ (801,769)
Income taxes -- -- (35,400) --
------------ ------------ ------------ ------------
Net income $ 1,320,342 $ 1,913,461 $ 2,848,592 $ 2,674,719
------------ ------------ ------------ ------------
Identifiable assets:
United States $ 33,593,741 $ 40,681,733 $ 33,593,741 $ 40,681,733
Hong Kong 1,883,915 56,757 1,883,915 56,757
------------ ------------ ------------ ------------
$ 35,477,656 $ 40,738,490 $ 35,477,656 $ 40,738,490
------------ ------------ ------------ ------------
11
Serengeti Eyewear, Inc.
Notes to Consolidated Financial Statements
(Unaudited)
Note H. Proposed Merger
On July 14, 2000 the Company announced that it had entered into a
definitive merger agreement with Worldwide Sports and Recreation, Inc.
("Worldwide Sports"), under which a subsidiary of Worldwide Sports would acquire
all of the outstanding shares of common stock of Serengeti for $3.95 per share
in cash. The agreement also called for a payment by Worldwide Sports of $22.5
million for all outstanding shares of the Company's preferred stock. The
acquisition is to be completed through a cash tender offer, followed by a cash
merger. Under the agreement, a subsidiary of Worldwide Sports commenced a tender
offer for all outstanding Serengeti common shares on July 21, 2000. The
acquisition is subject to customary conditions.
Worldwide Sports is the parent company of Bushnell Sports Optics and
Bolle Inc. Worldwide Sports is a privately held company funded by Wind Point
Partners, a private equity investment firm.
12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
---------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------
The following should be read in conjunction with the Consolidated
Financial statements and the Notes thereto appearing elsewhere in this report.
General
On July 14, 2000 the Company announced that it had entered into a
definitive merger agreement with Worldwide Sports and Recreation, Inc.
("Worldwide Sports"), under which a subsidiary of Worldwide Sports would acquire
all of the outstanding shares of common stock of Serengeti for $3.95 per share
in cash. The agreement also called for a payment by Worldwide Sports of $22.5
million for all outstanding shares of the Company's preferred stock. The
acquisition is to be completed through a cash tender offer, followed by a cash
merger. Under the agreement, a subsidiary of Worldwide Sports commenced a tender
offer for all outstanding Serengeti common shares on July 21, 2000. The
acquisition is subject to customary conditions.
Worldwide Sports is the parent company of Bushnell Sports Optics and
Bolle Inc. Worldwide Sports is a privately held company funded by Wind Point
Partners, a private equity investment firm.
Results of Operations
Comparison of the three months ended June 30, 2000 to the three months ended
June 30, 1999.
Net sales decreased 15.7%, from approximately $13.6 million for the
three months ended June 30, 1999 to approximately $11.4 million for the same
period in 2000, primarily as a result of decreased sales to Sunglass Hut, a
major customer of the Company, which in 2000 altered its corporate purchasing
practices so as to carry less inventory at its store level.
Gross profit as a percentage of sales decreased from 46.3% for the
three months ended June 30, 1999 to 44.4% for the same period in 2000, primarily
due to a significant sale of close-out inventory at reduced prices conducted
during May 2000.
Selling expenses increased marginally from approximately $578,000
during the three months ended June 30, 1999 to approximately $608,000 for the
same period in 2000. As a percentage of sales, selling expenses increased from
4.3% during the three months ended June 30, 1999 to 5.4% for the same period in
2000, as a result of an increase in trade show participation.
General and administrative expenses decreased from approximately $3.1
million for the three months ended June 30, 1999 to approximately $2.5 million
for the same period in 2000. Bad debt expenses decreased, as the Company's bad
debt reserves at December 31, 1999 proved sufficient at June 30, 2000; legal
fees decreased, as ongoing litigation issues were settled; consulting fees
primarily related to computer software decreased, as the Company became more
acclimated to its software. These decreases were partially offset by increases
in salary expense from annual salary increases and overtime expenses related to
a major distribution made during March 2000.
13
Interest expense decreased from approximately $365,000 for the three
months ended June 30, 1999 to approximately $327,000 for the same period in
2000, primarily as a result of a reduction in long-term debt.
Comparison of the six months ended June 30, 2000 to the six months ended June
30, 1999.
Net sales decreased 5.9%, from approximately $24.1 million for the six
months ended June 30, 1999 to approximately $22.7 million for the same period in
2000, primarily as a result of decreased sales to Sunglass Hut, a major customer
of the Company, which in 2000 altered its corporate purchasing practices so as
to carry less inventory at its store level.
Gross profit as a percentage of sales increased marginally from 43.7%
for the six months ended June 30, 1999 to 45.1% for the same period in 2000,
primarily due to cost reductions with suppliers realized during the current
period.
Selling expenses decreased from approximately $1.4 million during the
six months ended June 30, 1999 to approximately $1.2 million for the same period
in 2000, as the Company did not repeat an international print media campaign
which ran during the Spring of 1999. As a percentage of sales, selling expenses
remained relatively consistent at 5.7% for the six months ended June 30, 1999
compared to 5.3% for the same period in 2000.
General and administrative expenses decreased from approximately $4.9
million for the six months ended June 30, 1999 to approximately $4.7 million for
the same period in 2000. Bad debt expenses decreased, as the Company's bad debt
reserves at December 31, 1999 proved sufficient at June 30, 2000; legal fees
decreased, as ongoing litigation issues were settled; consulting fees primarily
related to computer software decreased, as the Company became more acclimated to
its software. These decreases were partially offset by increases in salary
expense from annual salary increases and overtime expenses related to a major
distribution made during March 2000, and an increase in costs related to store
servicing of a major customer which did not require store servicing during 1999.
Interest expense decreased from approximately $802,000 for the six
months ended June 30, 1999 to approximately $711,000 for the same period in
2000, primarily as a result of a reduction in long-term debt.
Liquidity and Capital Resources
The Company entered into a loan agreement for a new senior credit
facility on September 17, 1999 which includes 1) a $12 million revolver facility
with interest calculated at prime plus 1.75%, and 2) a term loan of $725,000
with interest calculated at prime plus 2.00%, payable in 12 equal monthly
installments commencing November 1999.
Under the new credit facility, the Company is able to borrow up to 85%
of eligible domestic accounts receivable and 75% of eligible foreign accounts
receivable, and up to 80% and 50% of the value of the Company's eligible premium
and non-premium inventory, respectively, subject to additional limitations on
inventory-based loans. The unused portion of the facility was approximately $3.9
million at June 30, 2000.
14
The new facility requires the Company to maintain certain financial
ratios. Pursuant to the credit facility, in the event the Company has "surplus
cash" in any fiscal year, the Company is required to make mandatory prepayments
against the term loan in the amount of 25% of the surplus cash to its primary
and secondary lenders. Surplus cash for the fiscal year ended December 31, 1999
was calculated as $336,123, and was paid during May 2000. The facility also
contains a number of customary covenants, including, among others, limitations
on liens, affiliate transactions, mergers, acquisitions, asset sales, dividends
and advances. The facility is secured by a first priority lien on substantially
all of the assets of the Company and its subsidiaries. At June 30, 2000, the
Company was in violation of the capital expenditure restrictions under the new
revolver, as it purchased molds for new styles to be introduced in 2001. A
waiver for this violation has been requested from the lender.
The new loan agreement retired all but $2 million of the debt which
existed with the Company's former senior lender. An amendment was signed with
the former senior lender which requires the Company to retire said debt in 18
equal monthly installments commencing November 1999, with interest calculated at
prime plus 4.00%.
The Company's liquidity improved from a working capital deficit of
approximately $1.1 million at December 31, 1999 to working capital of
approximately $1.4 million at June 30, 2000, primarily as a result of a
reduction in the current portion of long-term debt and accounts payable.
The Company incurred capital expenditures of approximately $122,000 for
the six months ended June 30, 2000, primarily through the purchase of new
sunglass molds. The Company does not expect to make material capital
expenditures during the remainder of the 2000 fiscal year.
The Company anticipates that the net cash available from operations
will be sufficient to satisfy its anticipated cash requirements for the
remainder of the 2000 fiscal year.
Concentration of Customers
Wal-Mart, Sunglass Hut and Costco accounted for 16.4%, 11.8% and 8.4%,
respectively, of the Company's net sales for the six months ended June 30, 2000.
Such customers accounted for 18.5%, 18.2% and 9.8% of net sales, respectively,
for the six months ended June 30, 1999. The loss of any or all of these
customers, or a significant future reduction in their respective purchases of
the Company's products, may be expected to materially adversely affect the
Company's operations and prospects.
Dependence on Single Supplier
The Company relies on Corning as its sole source of supply for lens
blanks for its Serengeti product line. Any disruption of this source may result,
at a minimum, in a temporary curtailment of the Company's ability to ship these
products, while a loss of this source may materially adversely affect the
Company's operations and prospects.
15
Seasonality
The Company's sales are seasonal with historical premium product sales
higher in the second quarter of each year. The Company anticipates that the
seasonality of its premium sunglass business generally will follow the selling
activity of its largest customer, Sunglass Hut. Historically, the strongest
quarter in terms of Serengeti sales is the second quarter, followed by the
first, fourth and third quarters.
The seasonality of the Company's non-premium sunglass business
generally follows the selling activity of its largest customer for such
products, Wal-Mart. Historically, the Company's strongest quarter in terms of
non-premium sales is the fourth quarter, followed by the first, second and third
quarters.
Foreign Currency Exchange
The Company presently transacts business internationally in United
States currency and in the local currency of its suppliers. During the six
months ended June 30, 2000, the Company realized foreign exchange gains of
approximately $69,000, primarily as a result of the gain of the U. S. Dollar
against the Japanese Yen.
Recent Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("SFAS 133"). SFAS 133, as amended by FAS
138, requires companies to recognize all derivative contracts as either assets
or liabilities in the balance sheet and to measure them at fair value. FAS 133,
as amended by FAS 137, is effective for all fiscal quarters of fiscal years
beginning after June 15, 2000. Historically, the Company periodically entered
into derivative contracts for the purpose of hedging risks attributable to
interest rate fluctuations and, in general, such hedges have been fully
effective in offsetting the changes in fair value of the underlying risk. The
Company did not have any derivative contracts at June 30, 2000, and does not
expect to have any hedging activities in the future. Accordingly, FAS 133 is not
expected to affect the Company's financial statements.
In March 2000, the Financial Accounting Standards Board issued
Interpretation No. 44 ("FIN 44"), Accounting for Certain Transactions Involving
Stock Compensation, an Interpretation of APB Opinion No. 25. FIN 44 clarifies
the application of Opinion No. 25 for (a) the definition of employee for
purposes of applying Opinion No. 25, (b) the criteria for determining whether a
plan qualifies as a noncompensatory plan, (c) the accounting consequences of
various modifications to the terms of a previously fixed stock option or award,
and (d) the accounting for an exchange of stock compensation awards in a
business combination. FIN 44 is effective July 2, 2000, but certain conclusions
cover specific events that occur after either December 15, 1998 or January 12,
2000. The Company believes that the impact of FIN 44 will not have a material
effect on the Company's financial position or results of operations.
Forward Looking Statements and Associated Risks
This report contains forward-looking statements, including statements
with respect to proposed financing activities and anticipated business trends,
16
which are made pursuant to the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995. These statements are based largely on
the Company's expectations and are subject to a number of risks and
uncertainties, some of which cannot be predicted or quantified and are beyond
the Company's control. Future events and actual results could differ materially
from those set forth in, contemplated by, or underlying the forward-looking
statements. Statements in this report describe factors, among others, such as
(i) the Company's continued ability to develop and introduce innovative
products, (ii) changing consumer preferences, (iii) manufacturing capacity
constraints of its outside sources and the availability of raw materials, (iv)
the effect of economic conditions, (v) dependence on certain customers, and (vi)
other risks identified from time to time in the Company's Securities and
Exchange Commission filings, that could contribute to or cause such differences.
17
ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
----------------------------------------------------------
In June 1998, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("SFAS 133"). FAS 133, as amended by FAS
138, establishes accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts, and for
hedging activities. The Company is required to adopt the provisions of the
standard during the third quarter of 2000. Because the Company does not use
derivatives, the Company does not expect that the adoption of the new standards
will have a material impact on the results of operations or financial condition.
The Company presently transacts business internationally in United
States currency and in the local currency of its suppliers. During the six
months ended June 30, 2000, the Company realized foreign exchange gains of
approximately $69,000, primarily as a result of the gains of the U. S. Dollar
against the Japanese Yen.
18
PART II
OTHER INFORMATION
-----------------
ITEM 1: LEGAL PROCEEDINGS
-----------------
During January 1998, RBB Bank Aktiengesellschaft ("RBB"), the entity
which purchased $22.5 million of the Company's preferred stock, the proceeds of
which were utilized by the Company to purchase the Serengeti business, filed a
complaint in the United States District Court, Southern District of New York. In
the complaint, RBB alleges various violations of the securities laws in
connection with the purchase by RBB of the 22,500 shares of the Company's
convertible preferred stock. RBB contends that the Company (i) failed to
disclose certain material information and that RBB relied to its detriment on
these omissions in purchasing the Company's convertible preferred stock and (ii)
failed to convert the preferred stock when requested. There are also common law
claims for fraud and negligent misrepresentation. RBB seeks specific performance
of RBB's right to convert its preferred shares and compensatory damages up to
$22.5 million, equal to the purchase price of the preferred stock, plus
interest. RBB also seeks punitive damages and attorneys' fees. In April 1998,
the Company moved to dismiss the federal securities laws claims against it, as
well as the common law claims for conversion, fraud and negligent
misrepresentation. Following the filing of the motion to dismiss, RBB withdrew
its claim against the Company arising under Section 12 of the Securities Act of
1933. The court granted the Company's motion to dismiss the remaining securities
law claim against it under Section 10 of the Securities Exchange Act of 1934 and
limited the scope of the fraud and negligent misrepresentation claim. The court
denied the motion with respect to the conversion claim. In January 1999, the
Company answered the complaint by denying all the allegations of wrongdoing and
by asserting various affirmative defenses to RBB's claims. Document and
deposition discovery has been substantially completed. No trial date has been
scheduled. The parties have reached a conditional settlement of this action. By
order dated February 17, 2000, the court dismissed the case without prejudice
with the right to reopen the case on or before August 17, 2000, if the
settlement is not consummated. Upon joint motion of the parties, the Court
extended the date to September 15, 2000.
In the normal course of conducting its business, the Company is
involved in various legal matters. The Company is not a party to any other
legal matter which management believes could result in a judgment that would
have a material adverse effect on the Company's financial position, liquidity or
results of operations.
ITEM 5: OTHER INFORMATION
-----------------
On July 14, 2000 the Company announced that it had entered into a
definitive merger agreement with Worldwide Sports and Recreation, Inc.
("Worldwide Sports"), under which a subsidiary of Worldwide Sports would acquire
all of the outstanding shares of common stock of Serengeti for $3.95 per share
in cash. The agreement also called for a payment by Worldwide Sports of $22.5
million for all outstanding shares of the Company's preferred stock. The
acquisition is to be completed through a cash tender offer, followed by a cash
merger. Under the agreement, a subsidiary of Worldwide Sports commenced a tender
offer for all outstanding Serengeti common shares on July 21, 2000. The
acquisition is subject to customary conditions.
19
Worldwide Sports is the parent company of Bushnell Sports Optics and
Bolle Inc. Worldwide Sports is a privately held company funded by Wind Point
Partners, a private equity investment firm.
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
(a) Exhibits
Exhibit 27 - Financial Data Schedule
(b) Reports on Form 8-K
None
20
SIGNATURE
Pursuant to 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.
SERENGETI EYEWEAR, INC.
Dated: August 14, 2000 By: /s/ Stephen Nevitt
------------------- ---------------------
Stephen Nevitt
President
(Principal Executive Officer)
By: /s/ William McMahon
---------------------
William McMahon
Chief Financial Officer