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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q/A
AMENDMENT NO. 1 TO THE QUARTERLY REPORT
(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, 1999.
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
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GLOBAL SPORTS, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 04-2958132
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
1075 FIRST AVENUE, KING OF PRUSSIA, PA 19406
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(Address of principal executive offices) (Zip Code)
610-265-3229
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(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 August 12, 1999:
Common Stock, $.01 par value 18,373,729
---------------------------- ------------------
(Title of each class) (Number of Shares)
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GLOBAL SPORTS, INC.
FORM 10-Q/A
AMENDMENT NO.1 TO THE QUARTERLY REPORT
FOR THE QUARTER ENDED JUNE 30, 1999
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TABLE OF CONTENTS
PAGE
----
PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements:
Condensed Consolidated Balance Sheets
as of June 30, 1999 and December 31, 1998 3
Condensed Consolidated Statements of Operations
for the three- and six-month periods ended June 30, 1999 and 1998 4
Condensed Consolidated Statements of Cash Flows
for the six-month periods ended June 30, 1999 and 1998 5
Notes to Condensed Consolidated Financial Statements 6 - 11
Item 2. Management's Discussion and Analysis of Results of Operations
and Financial Condition 13 - 16
Item 3. Quantitative and Qualitative Disclosures About Market Risk 16
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings 17
Item 2. Changes in Securities and Use of Proceeds 17
Item 3. Defaults on Senior Securities 17
Item 4. Submission of Matters to a Vote of Security Holders 17
Item 5. Other Information 17
Item 6. Exhibits and Reports on Form 8-K 17
SIGNATURES 18
-2-
PART I -- FINANCIAL INFORMATION
ITEM 1 -- FINANCIAL STATEMENTS
GLOBAL SPORTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
JUNE 30, 1999
(AS RESTATED - DECEMBER 31,
SEE NOTE 10) 1998
----------------- -------------
ASSETS
Current assets:
Cash and cash equivalents $ 308 $ 83,169
Prepaid expenses and other current assets 766,823 599,224
Deferred income taxes 4,367,759 --
Net assets of discontinued operations 37,594,624 41,127,839
----------------- -------------
Total current assets 42,729,514 41,810,232
Property and equipment, net of accumulated depreciation
and amortization 4,269,335 2,988,714
Other assets 232,670 253,626
----------------- -------------
Total assets $47,231,519 $45,052,572
================= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion - notes payable, bank $11,325,621 $ --
Current portion - capital lease obligation, related party 133,250 127,966
Accounts payable and accrued expenses 2,916,877 3,652,024
Income taxes payable 1,765,970 1,378,820
Subordinated notes payable 1,805,841 1,805,841
----------------- -------------
Total current liabilities 17,947,559 6,964,651
Notes payable, bank -- 18,812,156
Convertible subordinated note payable 15,000,000 --
Minority interest in subsidiary 1,999 --
Capital lease obligation, related party 2,113,551 2,181,265
Mandatorily redeemable preferred stock 100 100
Commitments and contingencies
Stockholders' equity:
Preferred stock, $0.01 par value, 1,000,000 shares
authorized; 10,000 shares issued as mandatorily redeemable
preferred stock -- --
Common stock, $0.01 par value, 60,000,000 and 20,000,000 shares
authorized in 1999 and 1998, 13,251,697 and 12,994,464 shares
issued in 1999 and 1998; 12,182,611 and 11,925,378 shares
outstanding in 1999 and 1998 132,457 129,947
Additional paid in capital 21,201,763 17,111,166
Accumulated other comprehensive loss -- (47,431)
Retained earnings (accumulated deficit) (8,952,093) 114,535
----------------- -------------
12,382,127 17,308,217
Less: Treasury stock, at cost 213,817 213,817
----------------- -------------
Total stockholders' equity 12,168,310 17,094,400
----------------- -------------
Total liabilities and stockholders' equity $47,231,519 $45,052,572
================= =============
The accompanying notes are an integral part of these
condensed financial statements.
-3-
GLOBAL SPORTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------------------------ ----------------------------------
1999 1998 1999 1998
(AS RESTATED - (AS RESTATED - (AS RESTATED - (AS RESTATED -
SEE NOTE 10) SEE NOTE 10) SEE NOTE 10) SEE NOTE 10)
---------------- ---------------- -------------- ----------------
Costs and expenses:
General and administrative $ 644,409 $ 694,841 $ 1,122,553 $ 1,368,363
Stock-based compensation 1,908,591 -- 2,306,857 --
Product development 2,280,211 -- 2,618,933 --
Interest expense, net 99,830 59,519 156,843 118,411
---------------- ---------------- -------------- ----------------
Total costs and expenses 4,933,041 754,360 6,205,186 1,486,774
---------------- ---------------- -------------- ----------------
Loss from continuing
operations before income taxes (4,933,041) (754,360) (6,205,186) (1,486,774)
Benefit from income taxes (1,712,020) (301,744) (2,220,878) (594,710)
---------------- ----------------- ---------------- ----------------
Loss from continuing operations (3,221,021) (452,616) (3,984,308) (892,064)
Discontinued operations (Note 2):
Income (loss) from discontinued
operations (less income taxes in
1999: $406,229 1998: $694,670
1999: $582,804 1998: $1,637,636
for the three- and six-month
periods, respectively) (607,335) 1,258,993 549,838 3,230,014
Loss on disposition of discontinued
operations (less income tax benefit
of $559,514 for the three- and six-
month periods, respectively) (5,632,158) -- (5,632,158) --
---------------- ---------------- -------------- ----------------
Net income (loss) $(9,460,514) $ 806,377 $(9,066,628) $ 2,337,950
================ ================ ============== ================
Earnings (losses) per share - basic
and diluted:
Loss from continuing operations $ (0.27) $ (0.04) $ (0.33) $ (0.08)
Income (loss) from discontinued
operations (0.05) 0.11 0.05 0.30
Loss on disposition of
discontinued operations (0.46) -- (0.47) --
---------------- ---------------- -------------- ----------------
Net income (loss) $ (0.78) $ 0.07 $ (0.75) $ 0.22
================ ================= ================ ================
The accompanying notes are an integral part of these condensed financial
statements.
-4-
GLOBAL SPORTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
SIX MONTHS ENDED
JUNE 30,
------------------------------------
1999 1998
(AS RESTATED - (AS RESTATED -
SEE NOTE 10) SEE NOTE 10)
---------------- ----------------
Cash Flows from Operating Activities:
Net income (loss) $(9,066,628) $ 2,337,950
Deduct:
Income from discontinued operations (549,838) (3,230,014)
Loss on disposal of discontinued operations 5,632,158 --
---------------- ----------------
Net loss from continuing operations (3,984,308) (892,064)
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Depreciation and amortization 339,338 --
Stock-based compensation 2,306,857 --
Changes in operating assets and liabilities:
Prepaid expenses and other current assets 304,018 (76,684)
Deferred income taxes (4,367,759) --
Other assets 50,956 (8,755)
Accounts payable and accrued expenses (627,945) 498,607
Income taxes payable 279,948 1,378,820
---------------- ----------------
Net cash provided by (used in) continuing operations (5,698,895) 899,924
Net cash provided by (used in) discontinued operations (1,482,955) 2,301,291
---------------- ----------------
Net cash provided by (used in) operating activities (7,181,850) 3,201,215
---------------- ----------------
Cash Flows from Investing Activities:
Capital expenditures (1,638,678) (126,439)
---------------- ----------------
Cash Flows from Financing Activities:
Net repayments under lines of credit (7,486,535) (2,733,160)
Repayments of capital lease obligation (62,430) (56,654)
Repayments of subordinated note payable -- (250,000)
Borrowing from SOFTBANK 15,000,000 --
Proceeds from issuance of common stock 1,314,633 16,920
Sale of minority interest in subsidiary 1,999 --
Costs of debt issuance (30,000) --
---------------- ----------------
Net cash provided by (used by) financing activities 8,737,667 (3,022,894)
---------------- ----------------
Effect of exchange rate changes on cash and cash equivalents -- 1,716
---------------- ----------------
Net increase (decrease) in cash and cash equivalents (82,861) 53,598
Cash and cash equivalents, beginning of period 83,169 58,019
---------------- ----------------
Cash and cash equivalents, end of period $ 308 $ 111,617
================ ================
The accompanying notes are an integral part of these condensed financial
statements.
-5-
GLOBAL SPORTS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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NOTE 1 - BASIS OF PRESENTATION
Global Sports, Inc. ("Global" or "the Company"), a Delaware corporation, is
an e-Commerce company that is in the process of developing the internet
businesses of several sporting goods retailers through its Global Sports
Interactive subsidiary. On April 20, 1999, the Company formalized a plan to
sell its other two businesses, the Branded division and the Off-Price and Action
Sports division, in order to focus exclusively on its e-Commerce business. See
Note 2.
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 accruals) necessary for a fair presentation of the operating results
of 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 as of December 31, 1998 as presented in the Company's Annual Report
on Form 10-K/A.
NOTE 2 - DISCONTINUED OPERATIONS
On April 20, 1999, the Company formalized a plan to sell two of its
businesses, the Branded division and the Off-Price and Action Sports division,
in order to focus exclusively on its e-Commerce business. The Branded division
designs and markets the RYKA and Yukon footwear brands. The Off-Price and Action
Sports division is a third-party distributor and make-to-order marketer of off-
price footwear, apparel and sporting goods. Accordingly, for financial statement
purposes, the assets, liabilities, results of operations and cash flows of these
divisions have been segregated from those of continuing operations and are
presented in the Company's consolidated financial statements as discontinued
operations. The accompanying financial statements have been restated to reflect
this presentation. Interest expense related to the lines of credit and debt to
be assumed by the successor businesses of $142,913 and $933,365 for the
three- and six-month periods ended June 30, 1999, respectively, has been
allocated to the pre-measurement date loss from discontinued operations.
Interest expense of $572,612 for the three- and six-month periods ended June 30,
1999, respectively, has been allocated to the post-measurement date loss from
discontinued operations.
-6-
GLOBAL SPORTS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The discontinued operations components of amounts reflected in the income
statements and balance sheets are as follows:
FOR THE THREE MONTHS ENDED FOR THE SIX MONTHS ENDED
JUNE 30, JUNE 30,
----------------------------- ----------------------------
1999 1998 1999 1998
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INCOME STATEMENT DATA:
Net sales $20,325,881 $28,320,457 $54,049,750 $56,468,835
============= ============= ============= =============
JUNE 30, 1999 DECEMBER 31, 1998
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BALANCE SHEET DATA:
Cash $ 2,950,672 $ 772,916
Accounts receivable 34,057,556 36,782,732
Inventory 16,852,220 20,954,168
Property and equipment 1,371,047 1,397,189
Goodwill and intangibles, net 19,362,575 16,507,073
Other assets 1,908,966 936,293
Accounts payable and accrued expenses (24,729,786) (16,192,954)
Subordinated notes payable (971,659) (1,999,065)
Note payable, banks (10,309,796) (14,823,955)
Notes payable, other (2,897,171) (3,206,558)
------------------ --------------------
Net assets of discontinued operations/(1)/ $ 37,594,624 $ 41,127,839
================== ====================
/(1)/ Included in current assets.
Notes Payable of Discontinued Operations
Included in Notes Payable, Banks of discontinued operations are amounts
outstanding under a line of credit of approximately $20,000,000 for use by the
Gen-X Companies, which is available for either direct borrowing or for import
letters of credit. The loan bears interest at prime plus one half percent and
is secured by a general security agreement covering substantially all of the
Gen-X Companies' assets. At June 30, 1999, draws of $10,000,000 were committed
under this line and, based on a net cash position, available collateral and
outstanding import letters of credit commitments, an additional $1,538,000 was
available for borrowing. For the three- and six month periods ended June 30,
1999, interest expense of discontinued operations included $182,166 and
$408,398, respectively, related to this line of credit.
Notes Payable, Banks of discontinued operations also includes a mortgage note
secured by land and building in Ontario, Canada of $316,939. The mortgage note
bears interest at the bank's cost of funds plus 2.5% and matures on August 15,
2009. For the three- and six-month periods ended June 30, 1999, interest
expense of discontinued operations included $5,695 and $13,993, respectively,
related to this mortgage note.
Notes Payable, Other of discontinued operations includes an outstanding loan
payable for $1,500,000. The original loan of $2,000,000 is payable in equal
quarterly installments of $100,000, which commenced on March 31, 1998, and bears
interest at the prime lending rate. For the three- and six-month period ended
June 30, 1999, interest expense of discontinued operations included $28,873 and
$59,449, respectively, related to this loan.
Notes Payable, Other of discontinued operations also includes $1,000,000 of
promissory notes payable to the former shareholders of Lamar. The notes are
payable in five equal annual installments and bear interest at 6% per annum, the
first payment of which will be made in July 1999. For the three- and six-month
periods ended June 30, 1999, interest expense of discontinued operations
included $51,019 and $83,538 related to these notes. At the time of the
acquisition, Lamar also executed a note payable in the principal amount of
$553,447, plus $74,954 in accrued interest, for amounts owed to a shareholder.
This note, which was assumed by the Company in the acquisition of Lamar, is
payable in five equal annual installments and bears interest at 6% per annum.
The amount outstanding on this note at June 30, 1999 is $559,664. For the
three- and six-month periods
-7-
GLOBAL SPORTS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
ended June 30, 1999, interest expense of discontinued operations included
$9,759 and $18,852, respectively, related to this note.
Upon closing the acquisition of the Gen-X Companies, the Company executed
several subordinated notes payable with the former shareholders of the Gen-X
Companies for an aggregate principal amount of $1,999,065 which is payable in
four equal consecutive quarterly payments beginning March 31, 1999. Quarterly
payments to date in the aggregate of $1,027,406 have been made through June 30,
1999. These notes bear interest at 7% until December 31, 1998 and the prime
lending rate thereafter. For the three- and six-month periods ended June 30,
1999, interest expense of discontinued operations included $29,028 and $68,257
related to these notes.
Employment Agreements of Discontinued Operations
The Company has employment agreements with several of its officers of
discontinued operations for an aggregate annual base salary of $925,000 plus
bonuses and increases in accordance with the terms of the agreements. Terms of
the agreements range from three to five years and are subject to automatic
annual extensions.
Purchase Commitments of Discontinued Operations
As of June 30, 1999, outstanding purchase commitments of discontinued
operations existed totaling $5,951,484, for which commercial import letters of
credit have been issued.
NOTE 3 - SOFTBANK TRANSACTION
On June 10, 1999, the Company and SOFTBANK America Inc. ("SOFTBANK") entered
into a stock purchase agreement and related agreements for the sale of 6,153,850
shares of the Company's common stock to SOFTBANK at a price of $13.00 per share
for an aggregate purchase price of $80,000,050. In order to provide capital to
the Company until closing, which occurred on July 23, 1999, the Company and
SOFTBANK entered into an interim subordinated loan agreement on June 10, 1999
pursuant to which SOFTBANK loaned the Company $15,000,000, which was entirely
outstanding at June 30, 1999. The note bears interest at 4.98% per annum and is
classified as a noncurrent liability. At the July 23, 1999 closing, this loan
amount was converted into shares of the Company's common stock at closing.
Accrued and unpaid interest as of July 23, 1999 of $89,225 was offset against
the cash proceeds of the sale. For the three- and six-month periods ended June
30, 1999, interest expense included $43,575 related to this interim loan.
NOTE 4 - DEBT
Notes Payable, Banks
Under its primary loan agreement, as subsequently amended (the "Loan
Agreement"), the Company has access to a combined credit facility of
$40,000,000, which is comprised of the KPR Companies' credit facility of
$35,000,000 and RYKA's credit facility of $5,000,000. The term of the Loan
Agreement is five years expiring on November 19, 2002. The KPR Companies and
RYKA have an interest rate choice of prime plus 1/4% or LIBOR (Adjusted
Eurodollar Rate) plus two hundred seventy-five basis points. Under the Loan
Agreement, both the KPR Companies and RYKA may borrow up to the amount of their
revolving line based upon 85% of their eligible accounts receivable and 65% of
their eligible inventory, as those terms are defined in the Loan Agreement. The
Loan Agreement also includes 50% of outstanding import letters of credit as
collateral for borrowing.
In addition to the revolving lines of credit described above, the lender will
over-advance to the Company an additional $3,000,000, over the existing
collateral, for additional import letters of credit needed for seasonal
production of new merchandise for the Spring 1999 and Fall 1999 seasons.
Among other things, the Loan Agreement, as amended, requires the KPR
Companies and RYKA to achieve annual earnings before interest, taxes,
depreciation and amortization ("EBITDA") of $5,000,000 and it limits the
Company's ability to incur additional indebtedness, make payments on
subordinated indebtedness, make capital expenditures, sell assets, and pay
dividends. At June 30, 1999, the Company was not in compliance with the EBITDA
covenant. The Company obtained a waiver from the bank with respect to this
covenant. Because there can be no assurance that the Company will be in
compliance with this covenant
-8-
GLOBAL SPORTS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
for any period subsequent to June 30, 1999, the Company has classified the
amounts outstanding under this line as a current liability. The Company is
currently in negotiations with its lender to modify the terms of the Loan
Agreement to return itself to compliance.
At June 30, 1999, the aggregate amount outstanding under this line was
$11,325,621. At June 30, 1999, based on available collateral and outstanding
import letters of credit commitments, an additional $628,317 (including the
seasonal over-advance) was available on this line for borrowing.
Subordinated Notes Payable
At June 30, 1999, the Company had $1,805,841 in outstanding subordinated
notes payable held by its Chairman and Chief Executive Officer, plus accrued
interest on such notes of $24,145 recorded in accrued expenses. This debt
consisted primarily of a note representing undistributed Subchapter S
corporation retained earnings previously taxed to him as the sole shareholder of
the KPR Companies prior to the Reorganization. Interest accrues on such notes at
the Company's choice of prime plus 1/4% or LIBOR (Adjusted Eurodollar Rate) plus
two hundred seventy-five basis points. At June 30, 1999, the interest rate on
these notes was 8%.
Based on its Loan Agreement, the Company is permitted to make continued
regular payments of interest on the subordinated debt and to further reduce
principal on a quarterly basis, commencing subsequent to the first quarter of
1998, in an amount up to 50% of the cumulative consolidated net income of the
Company. During 1998, aggregate principal payments of $250,000 were made. On
July 27, 1999, the principal balance of $1,805,841 plus interest accrued to date
of $58,987 was repaid in full to the Chairman and Chief Executive Officer.
NOTE 5 - EARNINGS (LOSSES) PER SHARE
Earnings (losses) per share for all periods have been computed in accordance
with SFAS No. 128, Earnings Per Share. Basic and diluted earnings (losses) per
share is computed by dividing net income by the weighted average number of
shares of common stock outstanding during the year. Outstanding common stock
options and warrants have been excluded from the calculation of diluted
earnings (losses) per share because their effect would be antidilutive.
The amounts used in calculating earnings (losses) per share data are as
follows:
FOR THE THREE MONTHS ENDED FOR THE SIX MONTHS ENDED
JUNE 30, JUNE 30,
----------------------------- ---------------------------
1999 1998 1999 1998
-------- -------- ------- -------
Loss from continuing operations $(3,221,021) $ (452,616) $(3,984,308) $ (892,064)
Income (loss) from discontinued operations (607,335) 1,258,993 549,838 3,230,014
Loss on disposition of discontinued
operations (less income tax benefit
of $559,514 for the three- and six-
month periods, respectively) (5,632,158) -- (5,632,158) --
------------ ----------- ------------ ------------
Net income (loss) $(9,460,514) $ 806,377 $(9,066,628) $ 2,337,950
============ =========== ============ ============
Weighted average shares
outstanding - basic and diluted 12,120,085 11,226,403 12,073,780 10,824,533
============= =========== ============ ============
Outstanding common stock options and 986,571 771,773 908,369 641,352
warrants having no dilutive effect ============= =========== ============ ============
-9-
GLOBAL SPORTS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE 6 - COMMITMENTS AND CONTINGENCIES
Employment Agreements
At June 30, 1999, the Company has employment agreements with several of its
officers for an aggregate annual base salary of $922,500 plus bonus and
increases in accordance with the terms of the agreements. Terms of such
contracts range from three to five years and are subject to automatic annual
extensions.
E-Commerce
At June 30, 1999, the Company has contractually committed to develop the
internet businesses of several sporting goods retailers. The Company's failure
to meet these commitments could result in a forfeiture of the contracts and the
exclusive rights to certain future internet business and have a material adverse
affect on the future results of operations and financial condition of the
Company.
NOTE 7 - COMPREHENSIVE INCOME (LOSS)
Comprehensive income (loss) for the three- and six-month periods ended June
30, 1999 and 1998 was as follows:
FOR THE THREE MONTHS ENDED FOR THE SIX MONTHS ENDED
JUNE 30, JUNE 30,
----------------------------------- ----------------------------------
1999 1998 1999 1998
--------------- ---------------- ---------------- --------------
Net income (loss) $(9,460,514) $806,377 $(9,066,628) $2,337,950
Foreign currency translation
adjustment -- (955) -- 1,716
--------------- --------------- --------------- -------------
Comprehensive income (loss) $(9,460,514) $805,422 $(9,066,628) $2,339,666
=============== =============== =============== =============
NOTE 8 - BUSINESS SEGMENTS
As a result of the discontinued operations described in Note 2 to the
financial statements, the Company considers itself to have one operating segment
which is the development of the internet businesses of several sporting goods
retailers.
NOTE 9 - EQUITY TRANSACTIONS
The Company granted options and warrants to purchase 330,716 and 705,482
shares of the Company's common stock to employees and consultants of the Company
during the three- and six-month periods ended June 30, 1999, respectively. The
Company also issued warrants to purchase 293,320 shares of the Company's common
stock during June 1999 to several retailers in connection with the Company's
developing e-Commerce business. The range of exercise prices for all grants
issued was from $4.06 to $17.25 for the three-month period ended June 30, 1999
and $0.01 to $17.25 for the six-month period ended June 30, 1999. Upon granting
these options and warrants, the Company recorded equity compensation expense of
$1,997,998 and $2,396,264 for the three- and six-month periods ended June 30,
1999, respectively, $89,407 of which was included in the net loss from
discontinued operations.
Options and warrants to purchase 137,349 and 257,233 shares of the Company's
common stock were exercised during the three- and six-month periods ended June
30, 1999, respectively. The range of exercise prices was from $3.20 to $6.88
for the three-month period ended June 30, 1999 and $0.01 to $13.20 for the six-
month period ended June 30, 1999. These exercises resulted in cash proceeds to
the Company of $770,267 and $1,248,483 for the three- and six-month periods
ended June 30, 1999, respectively.
On June 10, 1999, the Company and SOFTBANK America Inc. ("SOFTBANK") entered
into a stock purchase agreement and related agreements for the sale of 6,153,850
shares of the Company's common stock to SOFTBANK at a price of $13.00 per share
for an aggregate purchase price of $80,000,050. See Note 3.
-10-
GLOBAL SPORTS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
On July 13, 1999, the shareholders approved an amendment to the Company's
Certificate of Incorporation that increased the maximum number of authorized
shares of common stock by 40,000,000 to 60,000,000
NOTE 10 - RESTATEMENTS
Subsequent to the issuance of the Company's consolidated financial statements
for the three- and six-month periods ended June 30, 1999, the Company's
management determined that the discount applied to the fair value of the
Company's common stock issued as consideration for the Gen-X Companies in May
1998 should be decreased from 35% to 10%. As a result, the consolidated
financial statements for the three- and six-month periods ended June 30, 1998
were restated to reflect an additional $2,486,625 of consideration paid for the
Gen-X Companies and additional amortization of goodwill of $15,541 for the
period from May 12, 1998 through June 30, 1998 (the "1998 Restatement"). As a
result of the 1998 Restatement, the consolidated financial statements for the
three- and six-month periods ended June 30, 1999 have been restated from amounts
previously reported to reflect the cumulative effect of the 1998 Restatement
through December 31, 1998 and additional amortization of goodwill of $5,180 and
$36,263 for the three- and six-month periods ended June 30, 1999, respectively.
The effect of these restatements on management's assessment of the anticipated
gain or loss on the ultimate disposition of the Off-Price and Action Sports
Division result in the accrual of an additional loss on disposition of
discontinued operations of $2,372,655 and a corresponding decrease in net assets
of discontinued operations.
Subsequent to the issuance of the Company's consolidated financial statements
for the three- and six-month periods ended June 30, 1999, the Company's
management determined that the number of warrants issuable to the retailers in
June 1999 should be reduced, additional warrants were issuable to a
consultant of the Company, and the discount applied in the valuation of certain
stock-based awards to non-employees should be decreased from 25% to 10%. See
Note 9 - Equity Transactions. The net effect of these restatements result in
additional stock-based compensation expense of continuing operations of $652,991
for the three- and six- month periods ended June 30, 1999.
A summary of the significant effects of these restatements is as follows:
AS PREVIOUSLY
REPORTED AS RESTATED
------------- ------------
AT JUNE 30, 1999:
- -----------------
Additional paid in capital $18,062,147 $21,201,763
Retained earnings (accumulated deficit) (5,812,477) (8,952,093)
FOR THE THREE MONTHS ENDED JUNE 30, 1999:
- -----------------------------------------
Stock-based compensation $ 1,255,600 $ 1,908,591
Loss from discontinued operations (602,155) (607,335)
Loss on disposition of discontinued operations (3,259,503) (5,632,158)
Net loss (6,429,688) (9,460,514)
Earnings (losses) per share - basic and diluted:
Loss from continuing operations $ (.21) $ (.27)
Loss from discontinued operations (.05) (.05)
Loss on disposition of discontinued operations (.27) (.46)
------------- ------------
Net loss $ (.53) $ (.78)
============= ============
-11-
GLOBAL SPORTS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
AS
PREVIOUSLY
FOR THE SIX MONTHS ENDED JUNE 30, 1999: REPORTED AS RESTATED
- --------------------------------------- -------------- ----------------
Stock-based compensation $ 1,653,866 $ 2,306,857
Income from discontinued operations 586,101 549,838
Loss on disposition of discontinued operations (3,259,503) (5,632,158)
Net loss (6,004,719) (9,066,628)
Earnings (losses) per share - basic and diluted:
Loss from continuing operations $ (.28) $ (.33)
Income from discontinued operations .05 .05
Loss on disposition of discontinued operations (.27) (.47)
-------------- ----------------
Net loss $ (.50) $ (.75)
============== ================
FOR THE THREE MONTHS ENDED JUNE 30, 1998:
- -----------------------------------------
Income from discontinued operations $1,274,534 $1,258,993
Net income 821,918 806,377
Earnings (losses) per share - basic and diluted:
Loss from continuing operations $ (.04) $ (.04)
Income from discontinued operations .11 .11
-------------- ----------------
Net income $ .07 $ .07
============== ================
FOR THE SIX MONTHS ENDED JUNE 30, 1998:
- ---------------------------------------
Income from discontinued operations $3,245,555 $3,230,014
Net income 2,353,491 2,337,950
Earnings (losses) per share - basic and diluted:
Loss from continuing operations $ (.08) $ (.08)
Income from discontinued operations .30 .30
-------------- ----------------
Net income $ .22 $ .22
============== ================
-12-
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
FORWARD LOOKING STATEMENTS
Certain information contained in this Form 10-Q/A contains forward looking
statements (as such term is defined in the Securities Exchange Act of 1934, as
amended, and the regulations promulgated thereunder), including without
limitation, statements as to the Company's financial condition, results of
operations and liquidity and capital resources and statements as to management's
beliefs, expectations or options. Such forward looking statements are subject to
risks and uncertainties and may be affected by various factors which may cause
actual results to differ materially from those in the forward looking
statements. Certain of these risks, uncertainties and other factors, as and when
applicable, are discussed in the Company's filings with the Securities and
Exchange Commission, including its most recent Form 10-K/A, a copy of which may
be obtained from the Company upon request and without charge (except for the
exhibits thereto).
STRATEGIC BUSINESS DEVELOPMENTS
This discussion summarizes the significant factors that affected the
consolidated operating results and financial condition of Global Sports, Inc.
during the six months ended June 30, 1999. Over this period, the Company has
undergone a significant transformation.
Acquisition of the Gen-X Companies
Effective May 12, 1998, the Company acquired all of the outstanding and
issued common stock of the Gen-X Companies in a purchase transaction. The
Company's reported results of operation for 1998 include those of the Gen-X
Companies only from the date of acquisition through the end of the year.
Discontinued Operations
On April 20, 1999, the Company formalized a plan to sell two of its
businesses, the Branded division and the Off-Price and Action Sports division,
in order to focus exclusively on the development of new businesses. The Branded
division designs and markets the RYKA and Yukon footwear brands. The Off-Price
and Action Sports division is a third-party distributor and make-to-order
marketer of off-price footwear, apparel and sporting goods. Accordingly, for
financial statement purposes, the assets, liabilities, results of operations and
cash flows of these divisions have been segregated from those of continuing
operations and are presented in the Company's consolidated financial statements
as discontinued operations. The accompanying financial statements have been
restated to reflect this presentation.
Global Sports Interactive
On May 10, 1999, the Company announced the formation of a new subsidiary,
Global Sports Interactive. Global Sports Interactive is an e-Commerce company
that has entered into exclusive agreements to operate the Internet businesses of
multiple sporting goods retailers including The Sports Authority through an e-
Commerce agreement and The Athlete's Foot, Sport Chalet, MC Sports, Sports &
Recreation and one unnamed retailer with annual sales of more than $200 million
through e-Commerce outsourcing contracts. The Company has thereby contractually
committed to develop the internet businesses of several sporting goods
retailers. The Company's failure to meet these commitments could result in a
forfeiture of the contracts and the exclusive rights to certain future internet
business and have a material adverse affect on the future results of operations
and financial condition of the Company.
Due to the fact that the Company has not yet launched its initial six e-
tailing web sites, results from continuing operations for the second quarter
ended June 30, 1999 consist only of the operating expenses incurred during the
period for Global Sports Interactive.
Restatements
Subsequent to the issuance of the Company's consolidated financial statements
for the three- and six-month periods ended June 30, 1999, the Company's
management determined that the discount applied to the fair value of the
Company's common stock issued as consideration for the Gen-X Companies in May
1998 should be decreased from 35% to 10%. As a result, the consolidated
financial statements for the three- and six-month periods ended June 30, 1998
were restated to reflect an additional $2,486,625 of consideration paid for the
Gen-X Companies and additional amortization of goodwill of $15,541 for the
period from May 12, 1998 through June 30, 1998 (the "1998 Restatement"). As a
result of the 1998 Restatement, the consolidated financial statements for the
three- and six month periods ended June 30, 1999 have been restated from amounts
previously reported to reflect the cumulative effect of the 1998 Restatement
through December 31, 1998 and additional amortization of goodwill of $5,180 and
$36,263 for the three- and six-month periods ended June 30, 1999, respectively.
The effect of these restatements on management's assessment of the anticipated
gain or loss on the ultimate disposition of the Off-Price and Action Sports
Division result in the accrual of an additional loss on disposition of
discontinued operations of $2,372,655 and a corresponding decrease in net assets
of discontinued operations.
Subsequent to the issuance of the Company's consolidated financial statements
for the three- and six-month periods ended June 30, 1999, the Company's
management determined that the number of warrants issuable to the retailers in
June 1999 should be reduced, additional warrants were issuable to a consultant
of the Company, and the discount applied in the valuation of certain stock-based
awards to non-employees should be decreased from 25% to 10%. See Note 9 -
Equity Transactions. The net effect of these restatements result in additional
stock-based compensation expense of continuing operations of $652,991 for the
three- and six-month periods ended June 30, 1999. See Note 10 to the financial
statements.
-13-
RESULTS OF CONTINUING OPERATIONS
The Three- and Six-Month Periods Ended June 30, 1999 Compared to The Three- and
Six-Month Periods Ended June 30, 1998
The following table sets forth, for the periods indicated, the results of
continuing operations:
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
-------------------------------------------------------------
1999 1998 1999 1998
-------------------------------------------------------------
Costs and expenses:
General and administrative $ 644,409 $ 694,841 $ 1,122,553 $ 1,368,363
Stock-based compensation 1,908,591 -- 2,306,857 --
Product development 2,280,211 -- 2,618,933 --
Interest expense, net 99,830 59,519 156,843 118,411
-------------------------------------------------------------
Total costs and expenses 4,933,041 754,360 6,205,186 1,486,774
-------------------------------------------------------------
Loss from continuing
operations before (4,933,041) (754,360) (6,205,186) (1,486,774)
income taxes
Benefit from income taxes (1,712,020) (301,744) (2,220,878) (594,710)
-------------------------------------------------------------
Income (loss) from
continuing operations (3,221,021) (452,616) (3,984,308) (892,064)
Income (loss) from
discontinued operations (607,335) 1,258,993 549,838 3,230,014
Loss on disposition of
discontinued operations (5,632,158) -- (5,632,158) --
-------------------------------------------------------------
Net income (loss) $(9,460,514) $ 806,377 $(9,066,628) $ 2,337,950
=============================================================
Costs and Expenses
Operating expenses from continuing operations for the three- and six-month
periods ended June 30, 1999 were $4,933,041 and $6,205,186, respectively.
Operating expenses from continuing operations consisted of expenditures
associated with the production of the Company's initial six e-Commerce web-sites
and general and administrative expenses related to the day-to-day development
and operating activities of the Company. Operating expense from continuing
operations also includes charges for stock-based compensation of $1,908,591 and
$2,306,857 for the three- and six-month periods ended June 30, 1999,
respectively.
FINANCIAL CONDITION
Cash Flows
Historically, the operations of the Company have been financed by a
combination of internally generated resources, equity transactions, subordinated
borrowings, annual increases in the size of the bank credit facility and
seasonal over-advances. Increases in the bank credit facilities for the KPR
Companies and RYKA were required to fund the Company's increased investment in
accounts receivable and inventory necessary to support the increases in revenue.
On June 10, 1999, the Company and SOFTBANK America Inc. ("SOFTBANK") entered
into a stock purchase agreement and related agreements for the sale of 6,153,850
shares of the Company's common stock to SOFTBANK at a price of $13.00 per share
for an aggregate purchase price of $80,000,050. In order to provide capital to
the Company until closing, which occurred on July 23, 1999, the Company and
SOFTBANK entered into an interim convertible subordinated loan agreement on June
10, 1999 pursuant to which SOFTBANK loaned the Company $15,000,000. This loan
amount was converted into shares of the Company's common stock at closing. On
July 23, 1999, the Company received the remaining $65,000,050. The Company
intends to use the proceeds to repay the balance on one of its lines of credit,
to reduce trade payables and to provide working capital for the new e-Commerce
business.
As of June 30, 1999, the Company had net working capital of $24,781,955. The
Company used $7,181,850 in cash flows from operating activities of continuing
operations for the six months ended June 30, 1999, whereas in the same period of
the prior year the Company generated $3,201,215 in cash flows from operating
activities of continuing operations.
-14-
Liquidity
On June 10, 1999, the Company and SOFTBANK entered into a stock purchase
agreement and related agreements for the sale of 6,153,850 shares of the
Company's common stock to SOFTBANK at a price of $13.00 per share for an
aggregate purchase price of $80,000,050. In order to provide capital to the
Company until closing, which occurred on July 23, 1999, the Company and SOFTBANK
entered into an interim loan agreement on June 10, 1999 pursuant to which
SOFTBANK loaned the Company $15,000,000. This loan amount was converted into
shares of the Company's common stock at closing.
On April 20, 1999, the Company formalized a plan to sell two of its
businesses, the Branded division and the Off-Price and Action Sports division,
in order to focus exclusively on its e-Commerce business. The sale of these
divisions are expected to be completed before the end of 1999. Management
expects that these sales will result in substantial proceeds to the Company.
Under its current loan agreement, as subsequently amended (the "Loan
Agreement"), the Company has access to a combined credit facility of
$40,000,000. The term of the Loan Agreement is five years. The loans have an
interest rate choice of prime plus 1/4% or LIBOR (Adjusted Eurodollar Rate)
plus two hundred seventy-five basis points. Under this credit facility, both
the KPR Companies and RYKA may borrow up to the amount of their revolving line
based upon 85% of their eligible accounts receivable and 65% of their eligible
inventory, as those terms are defined in the Loan Agreement. The Loan Agreement
also includes 50% of outstanding import letters of credit as collateral for
borrowing. In addition to the revolving lines of credit described above, the
lender will over-advance to the Company an additional $3,000,000, over the
existing collateral, for additional import letters of credit needed for seasonal
production of new merchandise for the Spring 1999 and Fall 1999 seasons.
Among other things, the Loan Agreement, as amended, requires the KPR
Companies and RYKA to achieve annual earnings before interest, taxes,
depreciation and amortization ("EBITDA") of $5,000,000 and it limits the
Company's ability to incur additional indebtedness, make payments on
subordinated indebtedness, make capital expenditures, sell assets, and pay
dividends. At June 30, 1999, the Company was not in compliance with the EBITDA
covenant. The Company obtained a waiver from the bank with respect to this
covenant. Because there can be no assurance that the Company will be in
compliance with this covenant for any period subsequent to June 30, 1999, the
Company has classified the amounts outstanding under this line as a current
liability. The Company is currently in negotiations with its lender to modify
the terms of the Loan Agreement to return itself to compliance.
At June 30, 1999, the aggregate amount outstanding under this line was
$11,325,621. At June 30, 1999, based on available collateral and outstanding
import letters of credit commitments, an additional $628,317 (including the
seasonal over-advance) was available on this line for borrowing.
The Company has an additional line of credit of approximately $20,000,000 for
use by the Gen-X Companies, which is available for either direct borrowing or
for import letters of credit. The loan bears interest at prime plus one half
percent and is secured by a general security agreement covering certain of the
Gen-X Companies' assets. At June 30, 1999, draws of $10,000,000 were committed
under this line and, based on a net cash position and available collateral and
outstanding import letters of credit commitments, an additional $1,538,000 was
available for borrowing.
As of the closing of the Loan Agreement, the KPR Companies owed Michael
Rubin, its Chairman and CEO, subordinated debt of $3,055,841 which is comprised
of (i) a loan from Mr. Rubin to the KPR Companies in the principal amount of
$851,440, plus accrued and unpaid interest on such loan of $180,517 through
October 31, 1997 and (ii) a note in the principal amount of $2,204,401
representing undistributed Subchapter S corporation retained earnings previously
taxed to him as the sole shareholder of the KPR Companies. No interest accrued
on the note representing Subchapter S corporation earnings until December 15,
1997 at which time the interest began to accrue on such note at a choice of
prime plus 1/4% or LIBOR (Adjusted Eurodollar Rate) plus two hundred seventy-
five basis points. The Loan Agreement and the related Subordination Agreement
allowed the Company to repay Mr. Rubin $1,000,000 of the subordinated debt
principal and the accrued interest of $180,517 at the time of the closing of the
Loan Agreement or within five days thereafter, subject to there being $2,000,000
of availability under the KPR Companies' credit line after taking into account
such payments. Such payments were made to Mr. Rubin on November 26, 1997. In
addition, the Loan Agreement and the Subordination Agreement permit the KPR
Companies to make continued regular payments of interest on the subordinated
debt and to further reduce principal on a quarterly basis, commencing with the
first quarter of 1998, in an amount up to 50% of the cumulative consolidated net
income of both borrowers, reduced by net losses of the borrowers during such
period. During 1998, aggregate principal payments of $250,000 were made. On July
27, 1999, the principal balance of $1,805,841 plus interest accrued to date of
$58,987 was repaid in full to Mr. Rubin.
The Company has made certain commitments with respect to developing the
internet businesses of several sporting goods retailers. The Company believes
that the proceeds from the SOFTBANK transactions and the sale of the Branded
division and the Off-Price and Action Sports division will result in adequate
financing to allow the Company to continue the development of its e-Commerce
business
-15-
and meet its obligations as they mature during the foreseeable future.
YEAR 2000
The Company recognizes the importance of advanced computerization in
maintaining and improving its level of service, internal and external
communication and overall competitive position. The Company maintains a
management information system that provides, among other things, comprehensive
customer order processing, inventory, production, accounting and management
information for the marketing, selling, manufacturing and distribution functions
of the Company's business. The Company has created a Year 2000 project team
which is coordinating efforts to evaluate, identify, correct or reprogram, and
test the Company's existing systems Year 2000 compliance. The Company enhanced
its key information systems to improve their functionality and increase
performance during the first quarter of 1999. These upgrades also made these
applications Year 2000 compliant. The final step of the Company's Year 2000 plan
is to update its office networking system software which it expects to finish
prior to the end of the third quarter of 1999. The Company does not expect the
costs of this step to have a material impact on the Company's results of
operations, financial position, liquidity or capital resources. The Company is
in the process of developing a contingency plan in the event that the above
modifications do not result in Year 2000 compliance. In addition to making its
own systems Year 2000 compliant, the Company is in the process of contacting its
key suppliers and customers to determine the extent to which the systems of such
suppliers and customers are Year 2000 compliant and the extent to which the
Company could be affected by the failure of such third parties to become Year
2000 compliant. The Company cannot presently estimate the impact of the failure
of such third parties to become Year 2000 Compliant. See "Risk Factors - Risks
Relating to Year 2000 Compliance" in the Company's most recent Form 10-K/A.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no significant changes in market risk for the six
months ended June 30, 1999. See the information set forth in Item 7A of the
Company's Annual Report on Form 10-K/A for the year ended December 31, 1998.
-16-
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not Applicable.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
Effective July 23, 1999, the Company issued 6,153,850 shares of
common stock (par value $.01 per share) to SOFTBANK America Inc.
("SOFTBANK") for an aggregate purchase price of $80,000,050. The
issuance of the common stock was exempt from registration pursuant to
section 4(2) of the Securities Act. The Company granted SOFTBANK
certain "demand" and "piggy-bank" registration rights with respect to
these shares. The Company intends to use the proceeds to repay the
balance on one of its lines of credit, to reduce trade payables and
to provide working capital for its new e-Commerce business.
ITEM 3. DEFAULTS ON SENIOR SECURITIES
Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not Applicable.
ITEM 5. OTHER INFORMATION
Not Applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
10.1/(1)/ Amendment No. 8 to the Loan Documents, Consent and Waiver
by and among KPR Sports International, Inc., RYKA Inc. and
Foothill Capital Corporation.
10.2/(1)/ Amendment No. 9 to the Loan Documents and Waiver by and
among KPR Sports International, Inc., RYKA Inc. and
Foothill Capital Corporation.
27.1 Financial data schedule for the six-month period
ended June 30, 1999 (electronic filing only).
/(1)/ Previously filed.
(b) Reports on Form 8-K
The Company filed a Current Report on Form 8-K on
June 21, 1999 related to the announcement of the
SOFTBANK transaction on June 10, 1999.
-17-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, hereunto duly authorized.
GLOBAL SPORTS, INC.
DATE: March 21, 2000 BY: /s/ Michael G. Rubin
-----------------------------
Michael G. Rubin
Chairman of the Board &
Chief Executive Officer
DATE: March 21, 2000 BY: /s/ Jordan M. Copland
-----------------------------
Jordan M. Copland
Executive Vice President &
Chief Financial Officer
-18-