SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 July 31, 1997
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 0-19540
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GLOBAL MOTORSPORT GROUP, INC.
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(Exact name or registrant as specified in its charter)
Delaware 94-171638
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(State or other jurisdiction or IRS Employer Identification
incorporation or organization)
16100 Jacqueline Court, Morgan Hill, California 95037
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(Address of principal executive offices) (Zip code)
Registrant's telephone number including area code 408-778-0500
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Former name, former address and former fiscal year, if changed since
last report.
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.
Yes X . No _____________.
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Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Outstanding at
Class July 31, 1997
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Common Stock, $.001 par value 5,025,767
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GLOBAL MOTORSPORT GROUP, INC.
FORM 10-Q
FOR THE THREE-MONTH PERIOD ENDED JULY 31, 1997
PART I. FINANCIAL INFORMATION PAGE NO.
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Item 1. Condensed Consolidated Financial Statements
Consolidated Balance Sheets at
July 31, 1997 and January 31, 1997 3
Consolidated Statements of Operations for the
three and six month periods ended July 31, 1997 and 1996 4
Consolidated Statements of Cash Flows for the
six month periods ended July 31, 1997 and 1996 5
Note to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 14
Signature 15
Exhibit 11 Statement Regarding Computation of Earnings Per Share
Exhibit 27 Financial Data Schedule
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GLOBAL MOTORSPORT GROUP, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
July 31, January 31,
1997 1997
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(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents....................................... $ 3,168 $ 40
Accounts receivable, net........................................ 10,539 11,349
Merchandise inventories......................................... 46,330 49,522
Deferred income taxes........................................... 1,334 1,334
Prepaid income taxes............................................ 2,378 2,378
Deposits and prepaid expenses................................... 2,254 2,851
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$66,003 $67,474
Property and equipment, net....................................... 17,435 15,802
Other assets...................................................... 8,103 8,221
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$91,541 $91,497
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt and
capital lease obligations...................................... $ 3,297 $ 3,293
Bank borrowings................................................. 3,899 4,878
Accounts payable................................................ 3,120 4,600
Accrued expenses and other liabilities.......................... 3,035 1,912
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13,351 14,683
Long-term debt and capital lease obligations...................... 16,011 16,154
Deferred income taxes............................................. 817 817
Shareholders' equity:
Common stock, $.001 par value: 20,000,000
shares authorized: 5,301,767 issued, 5,025,767
shares outstanding as of July 31, 1997, and
5,290,189 issued and outstanding as of
January 31, 1997............................................... 5 5
Additional paid-in capital...................................... 28,412 31,760
Retained earnings............................................... 32,945 28,078
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61,362 59,843
Commitments and contingencies
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$91,541 $91,497
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See accompanying note to condensed consolidated financial statement.
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GLOBAL MOTORSPORT GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
For the three months ended For the six months ended
July 31, July 31,
1997 1996 1997 1996
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Sales, net............................ $32,297 $30,357 $64,004 $60,984
Cost of sales......................... 19,964 18,133 39,836 35,768
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Gross profit......................... 12,333 12,224 24,168 25,216
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Operating expenses:
Selling, general and administrative.. 7,343 6,813 14,509 13,799
Product development.................. 348 390 711 728
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7,691 7,203 15,220 14,527
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Operating income...................... 4,642 5,021 8,948 10,689
Interest expense...................... 415 405 872 1,032
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Income before income taxes.......... 4,227 4,616 8,076 9,657
Income taxes.......................... 1,703 1,840 3,209 3,873
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Net income.......................... $ 2,524 $ 2,776 $ 4,867 $ 5,784
======= ======= ======= =======
Net income per share................ $0.49 $0.52 $0.93 $1.09
======= ======= ======= =======
Weighted average shares outstanding... 5,191 5,358 5,224 5,309
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See accompanying note to condensed consolidated financial statements.
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GLOBAL MOTORSPORT GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
For the six months ended
July 31,
1997 1996
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Cash flows from operating activities:
Net income.................................................. $ 4,867 $ 5,784
Adjustments to reconcile net income to net cash provided
(used) by operating activities:
Depreciation and amortization............................ 1,161 876
Changes in items affecting operations:
Accounts receivable..................................... 810 (1,062)
Merchandise inventories................................. 3,192 4,482
Deposits & prepaid expenses............................. 597 1,949
Accounts payable, accrued expenses & other liabilities.. (357) (1,050)
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Net cash provided by operating activities..................... 10,270 10,979
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Cash flows from investing activities:
Additions to property and equipment......................... (2,676) (1,135)
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Cash flows from financing activities:
Bank repayment, net......................................... (979) (12,049)
Repayment on capital lease obligations and
long-term debt............................................. (139) (529)
Issuance of common stock.................................... 141 3,385
Repurchase of common stock.................................. (3,489) --
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Net cash used by financing activities......................... (4,466) (9,193)
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Net change in cash and cash equivalents....................... 3,128 651
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Cash and cash equivalents at beginning of period.............. 40 312
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Cash and cash equivalents at end of period.................... $ 3,168 $ 963
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Supplemental disclosures of cash paid during the period:
Interest.................................................... $ 869 $ 1,159
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Income taxes................................................ $ 1,425 $ 1,284
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See accompanying note to condensed consolidated financial statements.
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NOTE TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
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Note 1 - Basis of Presentation
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The accompanying unaudited interim condensed consolidated financial statements
have been prepared in conformity with generally accepted accounting principles,
consistent with those applied in and should be read in conjunction with, the
audited consolidated financial statements for the fiscal year ended January 31,
1997 included in the Annual Report on Form 10-K filed by Global Motorsport
Group, Inc. (formerly Custom Chrome, Inc.) (the "Company") with the Securities
and Exchange Commission.
The interim financial information is unaudited, but reflects all normal
recurring adjustments which are, in the opinion of management, necessary to
provide a fair statement of results for the interim periods presented. The
results for the interim periods are not necessarily indicative of results to be
expected for the fiscal year.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
This Quarterly Report on Form 10-Q contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. The last
paragraph under "Liquidity and Capital Resources" contains forward-looking
statements. Actual results could differ materially from those projected in the
forward-looking statements as a result of the risk factors set forth below under
"Factors That May Affect Future Results."
RESULTS OF OPERATIONS
Net sales increased 6.4% to $32,297,000 for the three months ended July 31,
1997 when compared to the same period of last year. Net sales increased 5% to
$64,004,000 for the six months ended July 31, 1997 from $60,984,000 for the same
period of the prior fiscal year. The growth in product shipments was largely
the result of higher sales levels to customers who initiated business with the
Company last year, particularly in the western region of the United States.
Sales growth due to price increase was not material. Sales growth was lower in
the period than the Company's recent historical experience as a result of
various factors including lower sales in export markets, primarily Germany, one
less sales day in the current six month period when compared to the same period
in the prior year and generally poor leisure motorcycling weather throughout the
Eastern United States and Europe.
Gross profit increased 0.9% for the three months ended July 31, 1997 when
compared to the same period of last year. Gross profit decreased 4.2% to
$24,168,000 from $25,216,000, for the six months ended July 31, 1997. Gross
profit as a percentage of sales was 38.2% and 37.8%, respectively, in the three
and six month periods ended July 31, 1997 compared with 40.3%, and 41.3%,
respectively, in the same periods of last year. The decrease in gross profit as
a percentage of sales for the current quarter and half year results, compared to
last year, is the result of sales discounts and sales price decreases responding
to price competition from smaller distributors and direct selling manufacturers
in non-proprietary product lines and a shift in product mix away from higher
gross margin, foreign produced products to lower gross margin, domestically
produced products.
Selling, general and administrative expenses increased 7.8% to $7,343,000 and
5.1% to $14,509,000, respectively for the three and six months ended July 31,
1997. These increases were principally the result of higher legal costs
incurred as the result of litigation with the U.S. Internal Revenue Service,
higher facility costs as the result of the opening of the new distribution
facilities in Dallas, Texas and Jacksonville, Florida and higher compensation
costs as a result of the additional staff involved in the Company's expanded
field sales representative program. These costs as a percentage of sales were
22.7% for the three and six month periods ended July 31, 1997 compared to 22.4%
and 22.7%, respectively, for the same periods last year.
Product development expenses decreased 10.8% to $348,000 and 2.3% to $711,000,
respectively, for the three and six month periods ended July 31, 1997. These
expenses as a percentage of sales were 1.1% for the three and six month periods
ended July 31, 1997 compared with 1.3% and 1.2%, respectively, for the same
periods of last year. Despite the modest decrease
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in product development expenses the Company continues to be committed to the
introduction of new proprietary products.
Interest expense increased $10,000 for the three month period ended July 31,
1997 compared to the same period last year. Interest costs decreased 15.5% to
$872,000 in the six months ended July 31, 1997. The overall decrease in
interest costs was the result of lower average working capital borrowings during
the six months ended July 31, 1997.
The Company's effective consolidated income tax rate was 40.3% and 39.7%,
respectively, for the three and six months ended July 31, 1997 as compared with
39.9% and 40.1% in the same periods of the prior year.
LIQUIDITY AND CAPITAL RESOURCES
The Company maintains a $15,000,000 working capital line of credit and a
$10,000,000 foreign exchange facility with a bank. The Company uses the working
capital line of credit, which is subject to certain restrictions and covenants,
for seasonal cash requirements, which typically peak during the Company's fourth
fiscal quarter, when inventories are increased in anticipation of sales in the
first and second fiscal quarters. Borrowings under the working capital line of
credit bear interest at the bank's prime rate. Under the working capital line
of credit, the bank will create short term fixed borrowings at the Company's
request at rates which are lower than the Bank's prime rate. As of July 31,
1997, there was $3,899,000 of outstanding short term fixed borrowings. In
addition, the Company was contingently liable under letters of credit in the
amount of $147,000 at July 31, 1997.
On December 19, 1994 the Company issued $15,000,000 in Senior Secured Notes to
a life insurance Company, which are repayable, as to principal, in five annual
payments In the years 1997 to 2001. The Notes carry an interest rate of 8.01%
and are secured by substantially all of the assets of the Company. Proceeds
from the issuance of the Notes are being used to support the Company's working
capital requirements and other corporate purposes.
Net cash provided by operating activities in the six months ended July 31,
1997, was $10,270,000 compared with $10,979,000 in the prior year.
In the six months ended July 31, 1997, the Company made capital expenditures
for equipment necessary for two new distribution centers and tooling for new
products. The Company also expended $3,489,000 for the repurchase of common
stock on the open market.
On August 8, 1997 the Company signed a definitive agreement to acquire the
assets and operations of Chrome Specialties, Inc. for $36 million in cash. The
transaction is contingent upon certain closing conditions that include a
government review.
Chrome Specialties, Inc. is a privately held, independent, wholesale
distributor of aftermarket parts and accessories for Harley-Davidson motorcycles
which operations from its 100,000 sq. ft. warehouse and headquarters in Fort
Worth, Texas.
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In connection with the acquisition of Chrome Specialties, the Company is
entering into a $73.5 million credit agreement which will (i) provide funding
for the acquistion price for Chrome Specialties, Inc., (ii) provide funding to
retire the Senior Secured Notes described abve and (iii) provide the Company
additional working capital borrowing ability. Borrowings under the new credit
facility will initially bear interest at the London interbank Borrowing Rate
plus 1 3/4%. The rate reduces as the Company reduces the initial debt level.
In addition the Company must fix the rate for at least two-thirds of the
borrowing by means of a swap transaction. The financing agreement will require
the Copmany to achieve or maintain certain financial results or ratios, and will
restrict the Company's ability to pay dividends, repurchase common stock, make
further acquisitions and effect certain other transaction without the bank's
consent. While the Company is presently in compliance with the financial ratios
and covenants of the bank agreement, there can be no assurance that it be able
to maintain such compliance. Any failure to comply with these or other
requirements of the bank agreement could have a material adverse effect on the
Company's liquidity, business and results of operations.
FACTORS THAT MAY AFFECT FUTURE RESULTS
DEPENDENCE ON, AND COMPETITION WITH, HARLEY-DAVIDSON
The Company is the largest independent supplier of aftermarket parts and
accessories for Harley-Davidson motorcycles. The Company's past success has
depended, and the Company's future growth depends, in large part on the
popularity of Harley-Davidson motorcycles and the continued success of Harley-
Davidson in maintaining a significant market share for motorcycle sales and the
number of units sold in the super heavyweight class. In particular, the
Company's continued growth in earnings is in large part dependent upon
continuing demand for Harley-Davidson motorcycles and upon Harley-Davidson's
ability to meet such demand. In recent years, many other motorcycle
manufacturers have experienced fluctuations in market share and number of units
sold. If the market for new Harley-Davidson motorcycles were to decline or if
the popularity of existing Harley-Davidson were to decrease, the Company's
business, including earnings, could be materially adversely affected.
The Company also competes with Harley-Davidson in the sale of parts and
accessories for both new and used Harley-Davidson motorcycles to Harley-
Davidson's franchised dealers, most of which are also customers of the Company.
Harley-Davidson has substantially greater financial, marketing, manufacturing
and technical resources than the Company. There can be no assurance that the
Company will be able to compete effectively with Harley-Davidson in the future.
From time to time, the Company and Harley-Davidson have had disputes
regarding alleged infringement of certain of each other's trademarks and
patents, and certain litigation related thereto was settled in 1990. There can
be assurance that other disputes, including those which could lead to litigation
regarding trademarks, patents or other matters, will not occur in the future
between the Company and Harley-Davidson.
In addition, it appears that the Company's stock price has in the past and
may in the future be affected by fluctuations in the price of Harley-Davidson's
stock. Adverse results in any of Harley-Davidson's businesses, including its
non-motorcycle businesses, could adversely affect the price of Harley-Davidson's
stock, which could, in turn, adversely affect the Company's stock price.
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COMPETITION
The market for the Company's products is highly competitive. Key
competitive factors in the parts and accessories aftermarket for Harley-Davidson
motorcycles include the ability to promptly fill orders from inventory, the
range of unique products offered and the speed and cost of product delivery.
The Company's competitors include independent distributors ranging in size from
small to large, and the proximity of any distributor to a particular dealer and
the availability of unique products is often a competitive advantage.
Accordingly, even small local distributors may be able to compete effectively
against the Company. In addition, the Company competes with Harley-Davidson in
the sales of parts and accessories to Harley-Davidson franchised dealers. There
can be no assurance that the Company will be able to compete successfully in the
future with small distributors or with Harley-Davidson. See also "Business
Competition" above.
In 1995, the Federal Trade Commission (the "FTC") voted to dissolve a 1954
consent decree against Harley-Davidson which, among other things, had prohibited
Harley-Davidson from imposing exclusive dealing requirements upon its dealers.
This consent decree was lifted pursuant to the FTC's "sunset" policy which
presumes that decrees which are more than 20 years old should be eliminated. In
response to extensive public comments to the FTC urging that it keep this
consent decree in force, Harley-Davidson reported that it had no plans to change
its dealer agreements in order to require exclusive dealings. However, there
can be no assurance that Harley-Davidson will not impose such exclusive dealing
requirements upon its dealers who now purchase parts and accessories from Global
Motorsport Group, Inc.; nor can there be any assurance that, if Harley-Davidson
decided to impose such requirements upon its dealers, that a legal challenge to
prevent such an action would be successful. If Harley-Davidson is successful in
imposing exclusive dealing requirements on its dealers, it could have a material
adverse effect on the Company's business.
DEPENDENCE ON KEY PERSONNEL
The Company's success depends, in part, upon the continued performance of
the Company's Co-founder, Ignatius J. Panzica, who serves as President and Chief
Executive Officer of the Company, and other key executives, including James J.
Kelly, Jr. (Executive Vice President, Finance), R. Steven Fisk (Senior Vice
President, Purchasing, Operations and Product Development), Daniel Stern (Senior
Vice President, Sales and Marketing) and Dennis B. Navarra (Vice President,
Administration). In addition, the Company's success also depends in part on the
continued performance of certain other key employees. Although incentives exist
for these individuals to remain with the Company, the loss of the services of
any one of them could have a material adverse effect on the business of the
Company.
DEPENDENCE ON PRODUCT DELIVERY SERVICE PROVIDERS
The Company's business primarily relies on its ability to deliver many
small dollar value orders to numerous customers on a daily basis. The recent
labor strike by employees of United Parcel Services caused the volume of
shipments that the Company was able to make to decline significantly, and caused
the Company to experience higher than normal shipping expenses. While the strike
has been settled, and the Company is hopeful that it can recover business lost
during the strike, there can be no assurance that the Company's results of
future disruption in the
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Company's ability to ship its products to customers could adversely affect
sales, and increase costs, either of which could have an adverse effect on the
Company's business and results of operations.
SEASONALITY AND WEATHER
The Company's net sales for its last two quarters of any particular fiscal
year are generally lower than the net sales for the balance of the year. This
decrease in net sales is due to a lower number of orders by dealers in
anticipation of, and during, the cold weather months, during which motorcycle
riding decreases relative to the warm weather months. Any such decrease has a
significant impact on the Company's quarterly earnings during the last two
quarters of its fiscal year because certain operating expenses remain relatively
constant throughout the year. The Company seeks to mitigate this seasonality
through various promotional efforts and incentives, but no assurance can be
given that such seasonality will not have a material adverse affect on the
Company's revenues and earnings during this period. See "Management Discussion
and Analysis of Financial Condition and Results of Operations" below. In
addition, the Company's operating results may be negatively affected by adverse
weather conditions particularly in the summer months.
DEPENDENCE ON THIRD PARTY AND FOREIGN MANUFACTURING RELATIONSHIPS; TAIWANESE
POLITICAL VOLATILITY
A significant portion of the Company's products are purchased from third
party manufacturers, often through independent trading companies. Although the
Company believes it has close working relationships with its trading companies
and most of its suppliers, the Company does not have long-term arrangements with
these parties, and therefore, cannot be assured that products will be delivered
on a timely basis or on terms favorable to the Company in the future. In
addition, any disruption in the Company's trading Company or manufacturing
relationships could result in supply delays. Many of the Company's suppliers
are located in Asia, and, therefore, the Company is subject to certain risks
associated with dealing with foreign suppliers, including currency exchange
fluctuations, trade restrictions and changes in tariff and freight rates.
Moreover, many of the Company's suppliers are located in Taiwan and the
Company's relationships with such suppliers are subject to disruption in the
event of remaining volatility in, or a worsening of, Taiwan's political and
military relationship with the People's Republic of China.
MANAGEMENT OF GROWTH
The Company's success will depend in part on its ability to manage growth,
both domestically and internationally. Such growth will require the Company to
enhance its operational, management information and financial control systems.
In addition, continued growth will require the Company to increase the personnel
in its sales, marketing and customer support departments. If the Company is
unable to successfully enhance its systems or to hire a sufficient number of
employees with the appropriate levels of experience in a timely manner, the
Company's business, financial condition and results of operations could be
materially and adversely affected.
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INTERNATIONAL OPERATIONS
In the fiscal years ended 1997, 1996 and 1995, international sales
accounted for 18%, 20% and 17%, respectively, of the Company's total net sales.
The Company expects that international sales will continue to represent a
significant portion of its net sales in the future. The Company's results of
operations may be adversely affected by fluctuations in exchange rates,
difficulties in collecting accounts receivable, tariffs and difficulties in
obtaining export licenses. Moreover, the Company's international sales may be
adversely affected by lower sales levels that typically occur during the summer
months in Europe and other parts of the world. International sales and
operations are also subject to risks such as the imposition of governmental
controls, political instability, trade restrictions and changes in regulatory
requirements, difficulties in staffing and managing international operations,
generally longer payment cycles and potential insolvency of international
dealers. There can be no assurance that these factors will not have a material
adverse effect on the Company's future international sales and, consequently, on
the Company's business, financial condition and results of operations.
COMPLIANCE WITH ENVIRONMENTAL LAWS
Both federal and state authorities have various environmental control
requirements relating to air, water and noise pollution that effect the business
operations of the Company and Custom Chrome Manufacturing, Inc. (formerly Santee
Industries, which was acquired by the Company in 1990), which in the past
utilized a chrome-plating and polishing process. The Company endeavors to
ensure that all its facilities comply with applicable environmental
requirements, there can be no assurance that its operations do not violate such
requirements or that any steps taken by the Company to remediate any former
noncompliance with such requirements would not have a material effect on the
Company's operations.
POTENTIAL FLUCTUATIONS IN QUARTERLY RESULTS
The Company's quarterly operating results have in the past varied and may
in the future vary significantly depending on a number of factors, including the
level of competition; the size, timing, cancellation or rescheduling of
significant orders; product mix; market acceptance of new products; new product
announcements or introductions by the Company or its competitors; changes in
pricing by the Company or its competitors; the ability of the Company to
develop, introduce and market new products and product enhancements on a timely
basis; product manufacturing costs; supply constraints; levels of expenditures
on product development; changes in Company strategy; personnel changes; general
economic trends and other factors. In particular, because sales of the
Company's nonproprietary products generally result in lower gross margins than
do sales of the Company's proprietary products, changes in the mix of products
sold in any quarter toward nonproprietary products will likely adversely affect
gross margins. In addition, the Company has in the past offered, and may in the
future offer, sales price discounts and reductions to stimulate sales volume
growth. Any such discounts and reductions could have a material effect on the
Company's operating results and financial condition on an annual or quarterly
basis.
Sales for any future quarter are not predictable with any significant
degree of certainty. The Company generally operates with limited order backlog
because its products typically are shipped
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shortly after orders are received generally on the same day. As a result,
product sales in any quarter are generally dependent on orders booked and
shipped in that quarter. The Company's customers generally have the right to
cancel order at any time and to return the Company's products for a refund, and
the cancellation of orders already placed and the return of products could have
an adverse effect on the Company's operating results in any quarter. As a
result, if sales levels are below expectations, net income may be
disproportionately affected. Due to all of the foregoing factors, the Company
believes that period-to-period comparisons of its results of operations are not
necessarily meaningful and should not be relied upon as an indicator of future
performance. It is possible that in some future quarter the Company's operating
results may be below the expectations of the public market analysts and
investors. In such event, the price of the Company's Common Stock would likely
be materially and adversely affected.
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GLOBAL MOTORSPORT GROUP, INC.
PART II. OTHER INFORMATION
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Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
Exhibit 11 - Statement Regarding Computation of Earnings Per
Share
Exhibit 27 - Financial Data Schedule
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 thereunto duly authorized.
CUSTOM CHROME, INC.
Date: September 15, 1997 /s/James J. Kelly, Jr.
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James J. Kelly, Jr.
Executive Vice President, Finance
and Chief Financial Officer
(Principal Financial and
Accounting Officer)
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