While it's from
@Hoosea article from 2000 and not current, the SEC filing for Riddell Sports provides a realistic look into not only sales, but also the risks and debt. People look at Varsity as if they are acquiring companies in hostile takeovers, but the reality is many of our retailers are up to their eyeballs in debt.
Varsity still currently maintains a B3 Moody's Credit Score because their debt to income ratio is way too high.
Market Insider
RISK FACTORS
You should carefully consider the risks described below and the other
information in this prospectus before deciding to purchase our shares. Many
factors, including the risks described below and other risks that we have not
recognized, could cause our operating results to be different from our
expectations and plans.
This risk factor section is divided into three sections. The first section
relates to the general business risks associated with Riddell. The second
section relates solely to the risks associated with this offering. The third
section relates to the risks specifically associated with the our Internet
business.
General business risks
Our significant corporate indebtedness could affect our financial health.
We have significant corporate indebtedness. In June of 1997, we borrowed $115
million to acquire the Varsity Spirit Corporation and refinance some of our then
outstanding indebtedness. We also have a $48 million revolving credit facility
that we use for working capital purposes, primarily to finance inventory and
receivables, and a $7.5 million convertible note. As of
September 30, 1999, we
had $115 million outstanding in respect of the senior notes, $22.64 million
outstanding in respect of our revolving credit facility, and $7.5 million
outstanding in respect of the convertible note. This adds up to approximately
$145 million in total outstanding indebtedness as of
September 30, 1999.
Some of the risks associated with our corporate indebtedness include:
o As the amount of money we have borrowed is large relative to our
size, our ability to raise additional capital, if needed, in the
future, may be limited.
o A significant portion of our cash flow is needed to pay interest and
principal on our debt when due. Also, as our revolving credit line
has a variable rate of interest, an increase in interest rates could
be harmful to us.
o We are more vulnerable to economic downturns and more limited in our
ability to withstand competitive pressures, particularly from those
competitors that have not borrowed as much money as we have.
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o Our ability to pay principal and interest when it becomes due or to
refinance our debt depends on our future operating performance and
cash flows, which are subject to factors beyond our control, such as
prevailing economic conditions, prevailing interest rate levels and
financial, competitive, business and other factors.
o If we do not have enough cash flow to make principal and interest
payments on our debt obligations when they come due, we may not be
able to raise cash to meet our payment obligations because of the
restrictive agreements in our debt obligations.
o If we default on a credit obligation in one or more of these
facilities, and this default is not cured or waived, this default
could result in other debt obligations automatically becoming due
under what are commonly referred to as cross-default provisions.
Restrictive covenants limit our discretion on various business matters.
Our financing agreements contain financial and operating covenants that encumber
our assets and restrict our ability to use our discretion on various business
matters, including our ability to:
o borrow additional money;
o pay dividends and make specified other payments;
o loan money to our subsidiaries or other parties;
o make investments, loans and guaranties; and
o sell our assets.
We depend on third-party manufacturers and suppliers for most of our
products and do not have any long-term. We depend on foreign and domestic
third-parties to manufacture most of our products. We also purchase raw
materials used in our protective products from third-party suppliers. We do not
have any formal, written long-term agreements with any of these manufacturers or
suppliers. As a consequence, all of them have the ability to cease doing
business with us for any reason. If this were to occur among a number of
manufacturers and suppliers at one time it could harm us. Our foreign and
domestic third-party manufacturers produce most of our athletic equipment,
practicewear, uniforms, cheerleading accessories and collectible products. We
also compete with other companies for third-party production capacity. Our
arrangements with our non-U.S. suppliers are subject to the risks generally
associated with doing business abroad, such as: (1) changes in import duties;
(2) tariffs; (3) foreign governmental regulations; (4) political unrest; (5)
foreign currency fluctuations; (6) disruptions or delays in shipments; (7)
weather and time risks associated with transoceanic shipping; and (8) additional
U.S. quotas, duties, taxes or other restrictions that could be imposed on
importation of products in the future.
We are subject to product liability and personal injury claims because of
the nature of our products. Given the nature of the products we manufacture,
recondition and sell, particularly our line of football helmets, we have in the
past, and will likely continue in the future, to be subject to product liability
and personal injury claims. Principally these claims have related to head and
neck injuries suffered during the course of a football game. We may also be
subject to personal injury claims arising from our cheerleader and dance team
camps and activities. Due to the uncertainty of litigation, we cannot assure you
that the ultimate cost of these claims will fall within the established reserves
on our financial statements, or that we will have adequate insurance coverage to
cover these claims in the future. Also, our product liability insurance coverage
expires in 2005 and we cannot
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assure you that, subsequent to 2005, our insurer will remain viable and that
future rate increases will not make such insurance uneconomical. We cannot
assure you that one or more meritorious claims against us for product liability,
serious personal, bodily injury will not have a material adverse effect on our
business, financial condition or results of operations.
We operate in a competitive market where there are companies larger than
us. In our team sports business, we compete with several large national
companies, such as Bike Athletic Co, Inc., Douglas, Inc., Gear 2000, Inc.,
Schutt, Inc., Rawlings Sporting Goods Company, Inc., Diamond Sports Co., and
Wilson Sporting Goods Company. In our athletic clothing business, we compete
with national companies such as Champion Products, Inc. and Russell Athletic,
Inc. We also compete with Adidas, Nike and other companies for soccer team
apparel, footwear and equipment. Some of our competitors offer a broad line of
sports equipment and are significantly larger and have substantially greater
financial and other resources at their disposal than we do. We also compete with
numerous independent dealers who market competitors' products and with numerous
smaller manufacturers and suppliers of sporting goods, reconditoners, services
and collectibles. In particular, the protective equipment reconditioning and the
sports collectibles industries are fragmented.
We compete with one major national company, National Spirit Group Limited,
that markets cheerleader and dance uniforms and accessories and cheerleader and
dance camps. We also compete with other smaller national and regional
competitors that serve the uniform and accessories market or that operate
cheerleader and dance team camps and clinics.
Competitive pressure could have a material adverse effect on our business,
financial condition and results of operations.
The fragmented nature of many of our markets means that much of our market
share information is extrapolated and may not be dependable. The market share
and other market data contained in this prospectus are based on some independent
industry publications and our good faith estimates. However, we cannot
independently verify market share data with complete certainty due to the
unavailability of raw data and the voluntary nature of the data gathering
process. As a result, estimates of market data may be incorrect, possibly to a
material degree. Management's estimates with respect to our market are based
only on the limited data in the public domain and our participation in the team
sports and school spirit industries.