-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GydgXr5HnbCGsxsc/IORHlQaLR/08kAkb/6+tmaSXXjo4jhNU1zDLgZ3Z+9m7bS7 iCmN2Vziai8ChwXrJE3J7A== 0000950116-96-000824.txt : 19960816 0000950116-96-000824.hdr.sgml : 19960816 ACCESSION NUMBER: 0000950116-96-000824 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 19960630 FILED AS OF DATE: 19960814 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: RYKA INC CENTRAL INDEX KEY: 0000828750 STANDARD INDUSTRIAL CLASSIFICATION: RUBBER & PLASTICS FOOTWEAR [3021] IRS NUMBER: 042958132 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-16611 FILM NUMBER: 96614611 BUSINESS ADDRESS: STREET 1: 555 S HENDERSON ROAD SUITE B STREET 2: RTE 3 INDUSTRIAL PARK CITY: KING OF PRUSSIA STATE: PA ZIP: 19406 BUSINESS PHONE: 6103372200 10-Q 1 FORM 10Q ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ================================================================================ FORM 10-Q |X| Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities and Exchange Act of 1934. For the period ended JUNE 30, 1996 or [ ] Transition Report Pursuant to Section 13 or 15 (d) of the Securities and Exchange Act of 1934. For the transition period from ______________ to ______________________ Commission File Number 0-16611 RYKA INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 04-2958132 - -------------------------------------------------------------------------------- (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) 555 S. Henderson Road, Suite B, King of Prussia, PA 19406 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) 610-337-2200 - -------------------------------------------------------------------------------- (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 14, 1996: Common Stock $.01 par value 55,615,326 - --------------------------- ---------- (Title of each class) (Number of Shares) - -------------------------------------------------------------------------------- RYKA Inc. and Subsidiary Form 10-Q for the Three-Month Period Ended June 30, 1996 Table of Contents ================================================================================
Page ---- PART I - FINANCIAL INFORMATION Item 1. Financial Statements: Condensed Consolidated Balance Sheets as of June 30, 1996 and December 31, 1995 3 Condensed Consolidated Statements of Operations for the three-month and six-month periods ended June 30, 1996 and June 30, 1995 4 Condensed Consolidated Statements of Cash Flows for the six-month periods ended June 30, 1996 and June 30, 1995 5 Notes to Condensed Consolidated Financial Statements 6 to 10 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 11 to 17 PART II - OTHER INFORMATION Item 1. Legal Proceedings 18 Item 2. Changes in Securities 18 Item 3. Defaults on Senior Securities 18 Item 4. Submission of Matters to a Vote of Security Holders 18 Item 5. Other Information 18 Item 6. Exhibits and Reports on Form 8-K 18 Signatures 19 Exhibit Index and Exhibits 20
2 PART I -- FINANCIAL INFORMATION ITEM 1 -- FINANCIAL STATEMENTS RYKA Inc. and Subsidiary Condensed Consolidated Balance Sheets - --------------------------------------------------------------------------------
June 30, December 31, 1996 1995 ----------- ----------- (Unaudited) ASSETS Current assets: Cash $ 689 $ 77,509 Accounts receivable, net of allowance for doubtful accounts of $69,921 in 1996 and $57,573 in 1995 1,560,205 533,490 Inventory 297,087 678,319 Prepaid expenses and other current assets 246,531 118,294 Note receivable, officer 20,000 -- ------------ ------------ Total current assets 2,124,512 1,407,612 Property and equipment, at cost, net of accumulated depreciation 180,743 195,083 Deferred registration costs 112,500 -- Other assets 17,202 500 ------------ ------------ Total assets $ 2,434,957 $ 1,603,195 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY) Current liabilities: Note payable, bank $ 250,000 $ -- Accounts payable and accrued expenses 767,421 850,614 Due to affiliate 311,961 2,043 ------------ ------------ Total current liabilities 1,329,382 852,657 ------------ ------------ Subordinated note payable, affiliate 851,440 851,440 ------------ ------------ Commitments and contingencies Stockholders' equity (deficiency): Preferred Stock, $0.01 par value, 1,000,000 shares authorized; none issued or outstanding -- -- Common Stock; $0.01 par value, 70,000,000 shares authorized; 50,775,326 and 46,135,326 shares issued and outstanding at June 30, 1996 and December 31, 1995, respectively 507,753 461,353 Additional paid-in capital 18,329,829 17,286,229 Accumulated deficit (18,583,447) (17,848,484) ------------ ------------ Total stockholders' equity (deficiency) 254,135 (100,902) ------------ ------------ Total liabilities and stockholders' equity (deficiency) $ 2,434,957 $ 1,603,195 ============ ============
Please refer to the notes to condensed consolidated financial statements. 3 RYKA Inc. and Subsidiary Condensed Consolidated Statements of Operations - --------------------------------------------------------------------------------
Three Months Ended Six Months Ended June 30, June 30, 1996 1995 1996 1995 ---------------------------- ---------------------------- (Unaudited) (Unaudited) Net sales $ 1,557,981 $ 1,483,613 $ 3,572,314 $ 5,618,263 Other revenues -- 672 -- 29,935 ------------ ------------ ------------ ------------ 1,557,981 1,484,285 3,572,314 5,648,198 ------------ ------------ ------------ ------------ Costs and expenses: Cost of goods sold 1,194,614 1,739,908 2,570,811 5,189,684 Inventory write-down to lower of cost or market -- 60,000 -- 586,000 General and administrative expenses 323,582 687,167 573,933 1,296,105 Sales and marketing expenses 253,645 598,233 668,237 1,394,147 Research and development expenses 205,435 135,863 413,842 249,436 ------------ ------------ ------------ ------------ 1,977,276 3,221,171 4,226,823 8,715,372 ------------ ------------ ------------ ------------ Operating loss (419,295) (1,736,886) (654,509) (3,067,174) ----------- ------------ ------------ ------------ Other (income) expense: Interest expense 53,779 73,946 82,533 301,725 Interest income (1,717) (958) (2,079) (2,157) Merger related costs -- 99,828 -- 783,289 ----------- ------------ ------------ ------------ 52,062 172,816 80,454 1,082,857 ------------ ------------ ------------ ------------ Net loss ($471,357) ($ 1,909,702) ($ 734,963) ($ 4,150,031) ============ ============ ============ ============ Net loss per share ($ .01) ($ .07) ($ .02) ($ .16) ============ ============ ============ ============ Weighted average common and common equivalent shares outstanding 46,934,007 26,474,959 46,576,864 26,474,673 ============ ============ ============ ============
Please refer to the notes to condensed consolidated financial statements. 4 RYKA Inc. and Subsidiary Condensed Consolidated Statements of Cash Flows - --------------------------------------------------------------------------------
Six Months Ended June 30, 1996 1995 ------------------------- (Unaudited) Cash flows from operating activities: Net loss ($734,963) ($4,150,031) Adjustments to reconcile net loss to cash provided by (used in) operating activities: Depreciation and amortization 25,362 24,376 Provision for losses on accounts receivable 12,348 367,030 Capital contributed as services 50,000 -- Reserve for inventory writedown to lower of cost or market -- 586,000 Changes in operating assets and liabilities: Accounts receivable (1,039,063) 1,913,245 Inventory 381,232 2,879,745 Prepaid expenses and other current assets (128,237) 92,862 Accounts payable and accrued expenses (83,193) 734,969 Due to affiliate 309,918 -- Payable to factories -- (390,113) ----------- ----------- Net cash provided by (used in) operating activities (1,206,596) 2,058,083 ----------- ----------- Cash flows from investing activities: Acquisitions of equipment (11,022) (17,507) Security deposits (35) 15,753 Note receivable, officer (20,000) -- Licensing fees (16,667) -- ----------- ----------- Net cash (used in) investing activities (47,724) (1,754) ----------- ----------- Cash flows from financing activities: Proceeds from note payable, bank 250,000 -- Deferred registration costs (112,500) -- Proceeds from issuance of common stock 1,040,000 Proceeds from exercise of warrants and stock options -- 7,123 Principal payments under payable to lender, net -- (978,730) Payments to factor, net -- (1,254,035) ----------- ----------- Net cash provided by (used in) financing activities 1,177,500 (2,225,642) ----------- ----------- Net decrease in cash (76,820) (169,313) Cash, beginning of period 77,509 296,226 --------- ----------- Cash, end of period $ 689 $ 126,913 =========== ===========
Please refer to the notes to condensed consolidated financial statements. 5 RYKA Inc. and Subsidiary Notes to Condensed Consolidated Financial Statements (Unaudited) - -------------------------------------------------------------------------------- NOTE A - BASIS OF PRESENTATION The accompanying condensed consolidated financial statements of RYKA Inc. ("RYKA"(R) or the "Company") 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 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 consolidated financial statements and footnotes thereto included in the Company's Audited Consolidated Financial Statements as of December 31, 1995 as presented in the Company's Annual Report on Form 10-K. The Company's financial statements for the quarter ended June 30, 1996 have been prepared on a going concern basis which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company has incurred significant recurring losses since its inception and had an accumulated deficit at June 30, 1996 of $18,583,447. The Company was involved in several significant transactions during 1995, which included the sale of securities, a change in key management, the establishment of a new loan and security agreement with a bank, the settlement of debts with secured and unsecured creditors and moving the Company's principal offices. Without the occurrence of these transactions or other strategic arrangements, there was substantial doubt that the Company would have been able to remain in business through the third quarter of 1995. Having accomplished such transactions, management plans to develop and acquire new merchandise, market and promote the Company's product and expand the workforce in support of the Company's current plans. To accomplish these goals, the Company will have to incur substantial expenditures and expects to incur continuing operating losses during 1996. The Company's working capital at June 30, 1996 will not be sufficient to meet management's objectives in 1996. The Company was in violation of certain financial covenants required by the loan and security agreement with the Company's principal lender at June 30, 1996, and has entered into a forebearance agreement through October 15, 1996 which requires, among other things, the immediate reduction of the present credit facility with the bank from $4,000,000 to $2,500,000 and the further reduction, in stages during September 1996, to $1,500,000 (See Note B). Accordingly, unless a new arrangement is negotiated with the lender, the availability of these funds is uncertain. The Company's goals were to be funded, in part, through the financing facility provided by the Company's principal lender. Management is currently in discussions with another lender to pursue other financing on terms acceptable to the Company. Based on current discussions with another lender the Company believes it possible for alternate financing to be obtained although 1) no definitive agreement has been reached to date, 2) additional equity or subordinated debt funding was required as a prerequisite to such lender financing and $2,500,000 has been raised by the Company through August 14, 1996 as part of an equity Private Placement which commenced in May 1996 (the "1996 Private Placement"), and 3) although the equity requirement has been met, there is no assurance that the new loan will be finalized. In connection with the foregoing, and the Company's requirements from time to time, the Company may sell additional equity securities in order to generate sufficient capital resources to assure continuation of the Company's operations. Management recognizes that the Company must obtain these or similar additional resources or consider modifications to its operating plans including reductions in operating costs to enable it to continue operations. However, no assurance can be given that the Company will be successful in raising sufficient additional capital to support future operations. Further, there can be no assurance, assuming the Company successfully raises additional funds and is able to utilize its existing credit facility or establish a new facility that the Company will achieve profitability or a positive cash flow. The financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of these uncertainties. Net loss per share is based on the weighted average number of Common Stock and dilutive Common Stock equivalents outstanding during the period. Common Stock equivalents are comprised, when dilutive, of stock options and Common Stock warrants. 6 NOTE B - DEBT The Company has a $4,000,000 asset based revolving credit facility with its principal lender. The facility makes funds available to the Company based upon a percentage of inventory and accounts receivable, as defined in the agreement. Interest on the amounts outstanding is paid monthly at the rate of prime plus one percent and is due on demand. As of June 30, 1996, the Company owed $250,000 under this facility. Interest expense in connection with this facility was $38,687 for the six-months ended June 30, 1996. The loan and security agreement with the Company's principal lender requires the Company to observe certain covenants and maintain certain minimum levels of tangible net worth and leverage. Further, there is a requirement for additional subordinated loans or equity infusions in the event that losses occur subsequent to July 31, 1995 which would cause capital funds to decrease below $2,000,000, as defined. Such $2,000,000 minimum required the infusion of additional equity or subordinated loans of approximately $1,000,000 by June 30, 1996, and, as described below, such infusion had not been made as of that date. Subsequently, as a result of the 1996 Private Placement proceeds received between July 1, 1996 and August 14, 1996 an additional $1,460,000 of capital has been raised. At June 30, 1996, the Company was in default of certain provisions of the loan and security agreement requiring certain credit insurance to be obtained within prescribed timeframes, losses incurred by the Company subsequent to July 31, 1995 to be funded by MR Acquisitions L.L.C. ("MR") making subordinated loans or capital infusions, or causing the same to occur (the "Funding Requirement"), and the covenants requiring establishment and maintenance of certain minimum tangible net worth and leverage. The principal lender has waived the defaults, extended the time for the credit insurance to be obtained and postponed the Funding Requirement, minimum tangible net worth and leverage requirements through July 15, 1996 and subsequently as a result of continuing defaults entered into a forbearance agreement through October 15, 1996 which requires, among other things, the immediate reduction of the present credit facility with the bank from $4,000,000 to $2,500,000 and the further reduction, in stages during September 1996, to $1,500,000, as well as an increase in the interest rate from prime plus one percent to prime plus one and one half percent. NOTE C - RELATED PARTY TRANSACTIONS The Company conducts its operations and warehouses inventory in a facility subleased from an affiliate of MR. Terms of the sublease require rental payments of approximately $4,000 per month for use of these facilities and the warehousing through July 31, 1997. Any other cost related to the use of the joint facility or for other services provided by MR or its affiliates will be charged to the Company on an arms length basis and will be subject to approval by a special disinterested committee of the Board of Directors. KPR Sports International, Inc. ("KPR"), an affiliate of MR, has advanced certain funds to the Company on a temporary basis. Such amounts are included in the balance sheet under current liabilities as due to affiliate. MR, through KPR, has made available to the Company a letter of credit facility in the amount of $2,000,000. This facility is used by the Company to finance the purchase of manufactured inventory with overseas vendors. At June 30, 1996, letters of credit in the amount of $792,204 were issued by KPR on behalf of the Company. Merchandise inventory received under the terms of the facility is recorded in the financial statements upon transfer of title to the Company which, generally, occurs upon payment to KPR. Included in the statement of operations are sales of $151,299 relating to footwear sold to KPR yielding a profit of $32,046 to the Company. These goods were prior season's merchandise which was sold at negotiated terms on an arms-length basis. The Chairman and Chief Executive Officer of the Company devotes a portion of his time to the Company's operations and marketing and sales related activities for which he does not receive any compensation. The value of these services for the six-months ended June 30, 1996, estimated at $50,000, was recorded as compensation expense and included as part of general and administrative expenses in the statement of operations and as a contribution to capital and included as additional paid-in capital in the balance sheet. In June, 1996, a $20,000 loan was made to an officer of the Company. The loan is unsecured and is payable on demand. Interest is paid bi-monthly at the rate of prime plus one quarter percent. 7 NOTE C - RELATED PARTY TRANSACTIONS - CONTINUED A summary of all related party transactions with MR or its affiliates for the six months ended June 30, 1996 are as follows:
Amount Financial Amount Included Nature of Statement Transaction Included in Due in Additional Transactions Classification Amount To Affiliate Paid-in Capital - ------------ -------------- ------ ------------ --------------- Purchase of Inventory from vendors through letter of credit arrangement with affiliate Inventory $1,834,147 $297,144 Sale of Merchandise Net Sales 151,299 Rent General and Administrative Expense 23,750 3,958 Interest on Subordinated Debt Interest Expense 39,242 6,473 Interest on Letters of Credit Advances Interest Expense 1,779 Temporary Advances 149,475 4,386 Services Contributed General and to Capital Administrative Expense and Additional Paid- in Capital 50,000 $50,000 --------- ------ $311,961 $50,000 ======== ======
NOTE D - EQUITY TRANSACTION, STOCK OPTIONS AND WARRANTS Equity transaction - Investors: The Company offered for sale, through a Private Placement (the "1995 Private Placement"), 4,000,000 shares of Common Stock during the third quarter of 1995 which was finalized during the first quarter of 1996 and the results of the 1995 Private Placement were as follows: Cumulative Cumulative Through Shares Placed Proceeds Received ----------------- ------------- ----------------- July 31, 1995 3,020,000 $ 255,000 ========= ========= December 31, 1995 3,520,000 $ 880,000 ========= ========= March 31, 1996 4,000,000 $1,000,000 ========= ========= As a condition of the 1995 Private Placement, in the event the Company is unable to register such securities with the Securities and Exchange Commission in a filing which is effective within 120 days of the actual Closing (by November 28, 1995), the Company is required to remit to the investors $7,500 and warrants to purchase 5,000 shares for each month such registration statement does not become effective, up to a maximum reduction in stock proceeds of $150,000 and additional issuance of 100,000 shares of Common Stock. The registration was not accomplished within the 120 day period, however, waivers have been received from the participants in the 1995 Private Placement related to the provisions requiring a $7,500 per month remittance. Since there is no financial statement impact at June 30, 1996 and the subsequent impact, if any, would be de minimis, the entire amount of the proceeds has been recorded as equity in the balance sheet. With respect to the warrants, pursuant to the specific 1995 Private Placement terms, through June 30, 1996, warrants are to be issued to investors with an exercise price of $.25 which are exercisable for up to 10 years after date of issue. 8 NOTE D - EQUITY TRANSACTION, STOCK OPTIONS AND WARRANTS - CONTINUED Equity transaction - Investors - continued From the date of closing on July 31, 1995 until completion of the 1995 Private Placement, the Company's Chairman and Chief Executive Officer provided a subordinated bridge loan to the Company. This loan is evidenced by a promissory note bearing no interest and is due upon receipt by the Company of the proceeds of the 1995 Private Placement. At December 31, 1995, a total of $120,000 remained outstanding on such loan. As of December 31, 1995, a total of 480,000 shares were yet to be sold to investors. At March 31, 1996, the remaining 480,000 shares had been sold and the bridge loan repaid with the proceeds. Originally, in the event the 1995 Private Placement was not completed by August 26, 1995, such bridge loan was to be converted to equity based on the same terms as the 1995 Private Placement, with the exception of the provisions causing a contingent reduction in stock proceeds, as described above. The conversion date was subsequently extended until March 31, 1996. Since the ultimate effect of this transaction is to increase the outstanding capital stock of the Company through the sale of common stock to investors or conversion of the bridge loan into common stock, the transaction had been previously given effect to as if it had been completed. During the quarter ended March 31, 1996 the portion of such proceeds representing the par value of 480,000 shares amounting to $4,800 was reclassified to common stock from additional paid-in capital. In May, 1996 the Company, through a second Private Placement (the "1996 Private Placement"), authorized the sale of 10,000,000 shares of the Company's Common Stock during the second and third quarter of 1996. The result of the 1996 Private Placement is as follows: Cumulative Cumulative Shares Proceeds Through Placed Received ------------- ------ -------- June 30, 1996 4,160,000 $1,040,000 ========= ========= August 14, 1996 10,000,000 $2,500,000 ========= ========= Stock Options: The Company has issued options to certain employees to purchase shares of the Company's Common Stock at prices which approximated fair market value at the date of grant. The options vest at various times over periods ranging up to four years and generally must be exercised within 10 years from the date of grant. A summary of such options granted in the first six months of 1996 is as follows:
NUMBER OF SHARES - ----------------------------------------------------------------------------------------------------------------------------------- For Non-Plan 1987 1988 1990 1992 1993 1995 1996 Employee Price Grants Plan Plan Plan Plan Plan Plan Plan Directors of Shares - ----------------------------------------------------------------------------------------------------------------------------------- Outstanding at December 31, 1995 416,321 251,746 129,851 157,000 838,560 861,500 1,200,000 - - $.25 - $1.31 Granted during six months ended June 30, 1996 - 13,000 10,500 3,500 10,500 37,500 300,000 20,000 25,000 $.20 - $.47 Cancelled during the six months ended June 30, 1996 - - - - - - 50,000 - - $.47 --------------------------------------------------------------------------------------------------------- Outstanding at June 30, 1996 416,321 264,746 140,351 160,500 849,060 899,000 1,450,000 20,000 25,000 - =========================================================================================================
9 NOTE E - REGISTRATION STATEMENT - EQUITY INCENTIVE PLAN During January 1996, the Board of Directors of the Company approved the filing of a registration statement with the Securities and Exchange Commission for the offering of approximately 4.2 million shares of Common Stock. The shares were to be issued pursuant to the "Partners Share Success" Equity Incentive Plan to be adopted by the Comany. The purpose of the Program was to provide an ownership interest in the Company, through equity incentives, to retail sales personnel and store managment personnel of the Company's customers, to educate consumers about the Company's products and to increase the sale of the Company's products to consumers. Under the Program, the Company intended to grant retail sales personnel one share of the Company Common Stock for each pair of Company footwear sold and to grant store management personnel approximatley 4 shares of Company Common Stock for every 10 pairs of Company footwear sold by retail sales personnel under their supervision. The Program would have been available to retail sales personnel of customers of the Company who agreed to participate in the Program and to purchase certain minimum quantities of the Company's products. The Company anticipated that awards of Common Stock pursuant to the Program would be accounted for as sales and marketing expense using the fair value of the equity instrument issued or other consideration, as applicable. Included in deferred registration cost at June 30, 1996 are $112,500 in professional fees incurred in conjunction with the contemplated registration statement. All costs will be charged to sales and marketing expense during the term of the program. As a result of the proposed merger transaction, as discussed in Note F, the Company decided to postpone, and may ultimately terminate the offering in connection the "Partners Share Success Program". If this offering is not consummated, the deferred registration cost will be charged to expense. NOTE F - SUBSEQUENT EVENTS On July 8, 1996, the Company received a merger proposal from KPR Sports International, Inc. and certain affiliated companies ("KPR") pursuant to which KPR would be merged with RYKA. KPR and its affiliates are wholly-owned by the Chairman and Chief Executive Officer of RYKA. The proposal would require RYKA to issue approximately 140,000,000 shares of Common Stock to the shareholders of KPR, in addition to any shares they currently hold or have rights to through existing warrants. RYKA would be the surviving Company in the merger. The merger proposal also provides that RYKA would effect a 1 for 20 reverse stock split. The consummation of the contemplated merger agreement, including the authorization of additional shares of RYKA's Common Stock and the reverse stock split, is subject to approal by RYKA's Board of Directors and Shareholders. 10 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Forward Looking Statements Certain information contained in this Form 10-Q contains forward looking statements (as such term is defined in the Securities Exchange Act of 1934 and the regulations 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 copy of which may be obtained from the Company upon request and without charge (except for the exhibits thereto). General Overview The Company has not had a single profitable fiscal year since its inception and incurred a loss of approximately $735,000 during the first six months of 1996. In addition, the Company had an accumulated deficit of approximately $18,583,000 at June 30, 1996. Through July 31, 1995, the Company was in default on several occasions under its agreements with Pro-Specs America Corporation ("Pro-Specs") to provide production financing. In May 1995, Pro-Specs notified the Company of its intention to terminate financing arrangements. During 1995, the Company reviewed several financing proposals, and on July 31, 1995 the Company consummated the financing arrangement with MR Acquisitions L.L.C. ("MR") to enable the Company to continue in existence. Without this financing arrangement, management believed there was substantial doubt that the Company would be able to remain in business. The financing arrangement (the "Agreement") with MR provided the Company with cash proceeds from the sale of equity and subordinated debt and the ability to obtain funds and letters of credit through new financing facilities. As part of the financing, the Company negotiated substantial debt forgiveness with both secured and unsecured creditors and established a new management team to operate the restructured Company. Upon closing of the transaction with MR, the Company had capital funds comprised of a net worth and subordinated debt in excess of $1,500,000 as compared to an equity deficiency over $2,000,000 at June 30, 1995. Such funds have diminished as a result of continuing operating losses and at June 30, 1996, prior to giving effect to the $1,040,000 proceeds received through June 30, 1996 from a $2,500,000 equity Private Placement which commenced in May 1996 (the "1996 Private Placement"), would have been $65,575. Actual capital funds at June 30, 1996, considering the $1,040,000 of proceeds from the 1996 Private Placement, were approximately $1,100,000. During the first half of 1995 and until the financing with MR was consummated, staff reductions occurred on both a voluntary and involuntary basis and temporary employees were required to handle daily operations. Sales efforts were limited for a variety of reasons, including the inability to obtain product from the Company's overseas production sources. Once the financing with MR was consummated, new management began to reposition the Company by, among other things, relocating the Company from Norwood, Massachusetts to King of Prussia, Pennsylvania, terminating remaining employees in the Massachusetts location, hiring and training new employees in key management positions, including a new President and a new Chief Financial Officer, filling of other necessary positions within the Company, and beginning to develop new products and build or rebuild customer and supplier relationships. While management believes that these activities will have a long-term beneficial impact, they had significant negative impact on the Company's sales and operations. To accomplish its goals, to develop and acquire new merchandise, market and promote the Company's product and expand the workforce in support of the Company's current plans, the Company will have to incur substantial expenditures and expects to incur continuing operating losses during 1996. The Company's working capital at June 30, 1996 will not be sufficient to meet management's objectives in 1996. Further, the Company has been in default of certain provisions of it's new financing facilities and has entered into a forbearance agreement through October 15, 1996 which requires among other things, the immediate reduction of the present credit facility with the bank from $4,000,000 to $2,500,000 and the further reduction, in stages during September 1996, to $1,500,000. Accordingly, the Company will be required, in the near future, to obtain additional financing from its current lender or from a new lender and/or raise additional funds through the sale of equity or debt. To this end, the Company, as described above, has received an additional $2,500,000 in proceeds from the 1996 Private Placement through August 14, 1996 of which $1,040,000 was received by June 30, 1996. In addition, the Company has continued its negotiations with a new lender and anticipates the closing of a new credit facility during August 1996, although there can be no assurance that such closing will occur. See "Liquidity and Capital Resources" and Notes A and B to the Company's Condensed Consolidated Financial Statements. 11 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - CONTINUED General Overview - continued As described in Note F to the Company's condensed consolidated financial statements, on July 8, 1996 the Company received a merger proposal from KPR Sports International, Inc. and certain affiliated companies ("KPR") pursuant to which KPR would be merged with RYKA. KPR is a related party which is wholly owned by the Chairman and Chief Executive Officer of RYKA and KPR is substantially larger than RYKA. If such merger were to occur it is believed that operating benefits would occur, however, there is no assurance that the merger will occur or the benefits materialize. Results of Operations Three Months Ended June 30, 1996 as Compared to the Three Months Ended June 30, 1995 The following table sets forth, for the periods indicated, the relative percentage that certain items in the Company's Condensed Consolidated Statements of Operations bear to net sales:
(In Thousands) THREE MONTHS ENDED JUNE 30, -------------------------------- 1996 1995 ------- -------- (Unaudited) (Unaudited) Net sales $1,558 100.0% $1,483 100.0% Other revenues - 1 ------- ------ 1,558 1,484 ------- ------ Costs and expenses: Cost of goods sold (includes inventory writedown to lower of cost or market of $60,000 in 1995) 1,195 76.7% 1,800 121.3% General and administrative expenses 323 20.7% 687 46.3% Sales and marketing expenses 254 16.3% 598 40.3% Research and development expenses 205 13.2% 136 9.2% --------------------- ------------------ 1,977 126.9% 3,221 217.1% --------------------- ------------------ Operating loss ( 419) ( 26.9%) (1,737) (117.1%) Other expense, net 52 3.3% 173 11.6% --------------------- ------------------- Net loss ($ 471) ( 30.2%) ($1,910) (128.7%) ===================== =====================
Net sales increased by $74,368 (5.1%) from $1,483,613 for the three-months ended June 30, 1995 to $1,557,981 for the three months ended June 30, 1996. The slight increase in net sales was due primarily to several factors as follows: o Management's decision to commit the Company's resources towards developing a more performance based product line with updated cosmetics to better meet the needs of the fall 1996 marketplace. In order to focus on the fall 1996 season the Company minimized merchandise purchases for the spring 1996 season. The Company purchased a limited quantity of merchandise for the spring season which was designed by a third party prior to the agreement with MR. Net sales for the three months ended June 30, 1996 represented shipments of this merchandise to customers and closeout orders for the spring 1996 season. o The athletic footwear industry continues to experience sluggishness and the volume of off-price product has continued at high levels. 12 Three Months Ended June 30, 1996 as Compared to the Three Months Ended June 30, 1995 - Continued o The women's athletic footwear category has been increasingly competitive over the past several years with large vendors with considerably more resources than the Company increasing their focus in this segment of the market. o As a result of a critical cash shortage during the second quarter of 1995; the Company was forced to continue to liquidate a large quantity of inventory at low profit margins, or even below cost, in an effort to raise cash to meet operating expenses, while the Company completed negotiations for a new financing agreement with MR Acquisitions. Cost of goods sold decreased by $605,294 (33.6%) from $1,739,908 for the three months ended June 30, 1995 to $1,194,614 for the three months ended June 30, 1996. The overall gross profit expressed as a percentage of net sales increased from (21.3%) for the quarter ended June 30, 1995 to 23.3% for the quarter ended June 30, 1996. The gross profit percentage of 23.3% for the quarter ended June 30, 1996 was a result of "fill-in" and "close-out" orders of the 1996 spring line. The increase in gross profit percentage for the three months ended June 30, 1996 as compared to the three months ended June 30, 1995 was due primarily to the Company's improved financial position. During the second quarter ended June 30, 1995 the Company was under extreme financial pressures. As a result of these pressures the Company was required to sell substantial amounts of inventory at significant losses or no profit in order to raise cash for operations. This adversely affected the gross profit for the quarter ended June 30, 1995. General and administrative expenses decreased by $363,585 (52.9%) from $687,167 for the quarter ended June 30, 1995 to $323,582 for the quarter ended June 30, 1996. The decrease reflects a concerted effort to restructure the Company in an cost efficient manner with reduced overhead expenses. This decrease was due primarily to: o The elimination of approximately $320,000 of credit and collection expenses incurred in the quarter ended June 30, 1995 of which approximately $13,000 related to costs associated with collection fees and commissions with a previously existing factoring agreement and approximately $288,000 related to bad debt expense. o Additional legal, consulting and auditing costs aggregating approximately $34,000 in the quarter ended June 30, 1995, were incurred in completing the December 31, 1994 financial statements and in filing the Annual Report and Form 10-K. o Other general and administrative expenses in the quarter ended June 30, 1995 included approximately $32,000 in trademark and license fees incurred in connection with the dissolution of RYKA GmbH in Germany. Sales and marketing expenses decreased by $344,588 (57.6%) from $598,233 in the quarter ended June 30, 1995 to $253,645 in the quarter ended June 30, 1996. This decrease was due primarily to: o Reduction in promotion expense of approximately $70,000 due to a reduction of point of purchase and promotional materials supplied to customers. o Decrease in trade advertising of approximately $118,000 from $156,000 in the quarter ended June 30, 1995 to $38,000 in the quarter ended June 30, 1996. The Company has planned an extensive consumer ad campaign for the third quarter in conjunction with the introduction of the 1996 fall line. o Decrease in salary and related expenses of approximately $37,000 (28.7%) from $129,000 in the quarter ended June 30, 1995 to $92,000 in the quarter ended June 30, 1996. o Decrease in trade show related expenses by $36,000 (88%) from approximately $41,000 in the quarters ended June 30, 1995 to approximately $5,000 for the quarter ended June 30, 1996, as a result of the restructuring of the Company in 1995. 13 Three Months Ended June 30, 1996 as Compared to the Three Months Ended June 30, 1995 - Continued Research and development expenses increased $69,572 (51.2%) from $135,863 in the quarter ended June 30, 1995 to $205,435 in the quarter ended June 30, 1996. The increase reflects a concerted effort by management to further develop and improve the Company's products. The increase is primarily due to: o An increase of approximately $51,000 in salaries and consulting fees. During the quarter ended June 30, 1996, at a cost of approximately $39,000, the Company engaged the services of two outside design groups to design and develop the fall 1996 line. In addition, the former VP of Sourcing and Production and one other person were retained on a consulting basis to oversee the manufacturing process. Other expenses, net decreased $120,754 (69.9%) from $172,816 in the quarter ended June 30, 1995 to $52,062 in the quarter ended June 30, 1996. The decrease is primarily due to: o Costs of approximately $100,000 associated with the failed merger with L.A. Gear, Inc. in the second quarter of 1995. o A decrease in interest expense of approximately $20,000 (27.3%) from approximately $74,000 for the three months ended June 30, 1995 to approximately $54,000 for the quarter ended June 30, 1996. This reduction in interest expense was due in part to the proceeds of the 1996 Private Placement beginning in May 1996. As of June 30, 1996, the Company received proceeds from this Private Placement of $1,040,000 which reduced the Company's borrowing with the bank. Six Months Ended June 30, 1996 as Compared to the Six Months Ended June 30, 1995 The following table sets forth the periods indicated, a percentage analysis of items included in the Condensed Consolidated Statement of Operations in relation to net sales:
(In Thousands) SIX MONTHS ENDED JUNE 30, ------------------------- 1996 1995 ------------ ------------ (Unaudited) (Unaudited) Net sales $3,572 100.0% $5,618 100.0% Other revenues - 30 ------- ------- 3,572 100.0% 5,648 100.0% ------- ------- Costs and expenses: Cost of goods sold (includes inventory writedown to lower of cost or market of $586,000 in 1995) 2,571 72.0% 5,776 102.8% General and administrative expenses 574 16.1% 1,296 23.1% Sales and marketing expenses 668 18.7% 1,394 24.8% Research and development expenses 414 11.6% 249 4.4% ------------------- ----------------------- 4,227 118.4% 8,715 155.1% ------------------- ----------------------- Operating (loss) ( 655) 18.3% ( 3,067) ( 54.6%) Other expense, net 80 2.2% 1,083 19.4% ------------------- ----------------------- Net (loss) ($ 735) ( 20.6%) ($4,150) ( 73.9%) =================== ========================
14 Six Months Ended June 30, 1996 as Compared to the Six Months Ended June 30, 1995 - Continued Net sales decreased by $2,045,949 (36.4%) from $5,618,263 for the six months ended June 30, 1995 to $3,572,314 for the six months ended June 30, 1996. The decrease in the net sales was due primarily to several factors as follows: o As previously discussed, management's decision to commit the Company's resources towards developing a more performance based product line with updated cosmetics to better meet the needs of the fall 1996 marketplace. In order to focus on the fall 1996 season the Company minimized merchandise purchases for the spring season which was designed by a third party prior to the agreement with MR. Net sales for the six months ended June 30, 1996 represented shipments of this merchandise to customers and closeout orders for the spring 1996 season. o The athletic footwear industry is experiencing sluggishness and the volume of off price product in the market place has increased so that inventory is being sold at lower margins. o The women's athletic footwear category has become increasingly competitive with larger vendors increasing their market focus in this area, thereby increasing the need to sell inventory for less than normal prices. Cost of goods sold before inventory write-down to lower of cost or market in 1995 decreased by $2,618,873 (50.5%), from $5,189,684 for the six months ended June 30, 1995 to $2,570,811 for the six months ended June 30, 1996. The overall gross margin on net sales increased by 30.8 percentage points, from -2.8% in the six months ended June 30, 1995 to (28.0%) for the comparable period in the current year. The increase in gross profit percentage for the six months ended June 30, 1996 as compared to the six months ended June 30, 1995, as previously discussed, was due primarily to the Company's improved financial position. During the six months ended June 30, 1995 the Company was under extreme financial pressures. As a result of these pressures the Company was required to sell substantial amounts of inventory at significant losses or no profit in order to raise cash for operations. This adversely affected the gross profit for the six months ended June 30, 1995. General and administrative expenses decreased by $722,172 (55.7%) from $1,296,105 for the six months ended June 30, 1995 to $573,933 for the six months ended June 30, 1996. The decrease over the prior year was due primarily to: o A decrease in the Company's provision for estimated bad debt expenses of approximately $360,000. o A decrease in office expense, bank fees and payroll of approximately $60,000. o Additional financial consulting and accounting services of approximately $200,000, incurred in completing the financial statements and in filing the quarterly report on 10-Q after the resignation of the Company's Chief Financial Officer in February, 1995. Other general and administrative expenses in the six months ended June 30, 1995 which included approximately $40,000 in legal fees incurred in connection with a failed attempt to raise capital from investors and approximately $33,000 in trademark and licensing fees incurred in connection with the dissolution of RYKA GmbH in Germany which formerly held the trademark of RYKA. Sales and marketing expenses decreased by $725,910 (52.1%) from $1,394,147 for the six months ended June 30, 1995 to $668,237 for the six months ended June 30, 1996. The decrease over the prior year was primarily due to: o Decrease in advertising of approximately $150,000 (73.1%) from approximately $205,000 for the six months ended June 30, 1995 to approximately $55,000 for the six months ended June 30, 1996. The decrease is due to the Company's plan for an extensive consumer ad campaign during the third quarter for the 1996 fall line. 15 Six Months Ended June 30, 1996 as Compared to the Six Months Ended June 30, 1995 - Continued o Decrease in commissions paid to outside sales representatives of $111,226 (54.2%) from $205,246 for the six months ended June 30, 1995 to $94,020 for the six months ended June 30, 1996: Six Months Ended June 30, 1996 1995 ------------------------ Commissions $ 94,020 $205,246 ========================== Net sales $3,572,314 $5,618,263 ========================== Percentage 2.6% 3.7% ========================== The decrease in commissions is the result of a decrease in sales and a decrease in the effective commission rate. The decrease in the effective commission rate reflects a lower commission rate structure and greater proportion of in-house accounts. o Decrease in promotion of approximately $273,000 (89.2%) from approximately $306,000 for the six months ended June 30, 1995 to approximately $33,000 for the six months ended June 30, 1996. o Decrease in payroll and payroll related expenses of approximately $63,000 for the six months ended June 30, 1996 compared with the same period last year. o Decrease in freight out of $33,000 for the six months ended June 30, 1996 compared with the same period last year. Research and development expenses increased by $164,406 (65.9%) from $249,436 for the six months ended June 30, 1995 to $413,842 for the six months ended June 30, 1996. The increase reflects a continuing concerted effort by management to further develop and improve the Company's product line. The increase is due to an increase of approximately $123,000 in salary and consulting fees. During the six months ended June 30, 1996 the Company engaged the services of two outside design groups to design and develop the fall 1996 and spring 1997 lines. Other expenses net, decreased by $1,002,403 (92.6%) from $1,082,857 for the six months ended June 30, 1995 to $80,454 for the six months ended June 30, 1996. The decrease is primarily attributed to the write-off of costs associated with the termination of the merger with L.A. Gear, Inc. of $783,289 and a decrease in interest expense of $219,192 (72.6%) from $301,725 for the six months ended June 30, 1995 to $82,533 for the six months ended June 30, 1996. This decrease in interest expense is a result of additional capital funds infused into the Company on July 31, 1995, as well as in the second quarter of 1996 as a result of proceeds received to date for the 1996 Private Placement. In connection with the financing transaction with MR, the Company established a line of credit with interest at prime plus one percent. Previously, the agreement with Pro-Specs provided for inventory financing at effective interest rates in excess of 20%. Liquidity and Capital Resources Through July 31, 1995, RYKA continued to experience a critical shortage of cash. On July 31, 1995, the Company consummated a financing agreement with MR, pursuant to which MR provided or arranged to provide the Company with up to $8,000,000 of new financing in the form of: (i) a $1,000,000 equity and subordinated debt investment by MR and KPR, an affiliate of MR; (ii) a $2,000,000 letter of credit facility from KPR, (iii) a $4,000,000 revolving credit facility with a bank; and (iv) a $1,000,000 equity investment through the 1995 Private Placement of Common Stock with certain investors. Prior to consummating the Agreement with MR on July 31, 1995, the Company had a nominal cash balance and a working capital deficiency of approximately $2,300,000. Without this financing, management believed there was a substantial doubt that the Company would be able to remain in business. 16 Liquidity and Capital Resources - Continued As a result of consumating the Agreement with MR on July 31, 1995, the Company received proceeds from the sale of Common Stock and warrants and proceeds from subordinated notes payable, aggregating approximately $1,750,000 net of transaction related costs. Additionally, secured and unsecured creditors forgave certain debt resulting in a gain of approximately $1,650,000. The Company established a new $4,000,000 asset based revolving credit facility with a bank and established a $2,000,000 letter of credit facility with an affiliate of MR. Both the bank facility and the letter of credit facility provide for rates which are more competitive in today's lending environment. Interest on the bank loans are at the prime rate plus 1% and letters of credit, prior to draw, are provided at a rate of 1/4% of the sum of the face amount plus any underlying bank fees and opening charges (approximately an additional 1-1/2% to 2% per annum). The bank credit facility includes certain restrictive covenants which, among other things, require the Company to maintain certain financial ratios and capital funds (tangible stockholders' equity and subordinated notes payable) of $2,000,000 by August 30, 1995. The bank credit facility also requires MR or its affiliates to make additional loans or otherwise cause capital funds of the Company to be maintained at no less than $2,000,000. These provisions effectively require the Company to raise capital through equity offerings, proceeds from the exercise of stock options or warrants or through additional subordinated borrowings or from MR or its affiliates, to finance any operating losses. The Agreement and financing resulted in an increase in working capital of approximately $3,600,000, so that the Company's working capital deficiency of approximately $2,300,000 was converted to positive working capital of approximately $1,300,000 at July 31, 1995. At June 30, 1996 the Company's working capital was approximately $800,000 and will not be sufficient to meet management's objectives in 1996. The Company does not anticipate making significant capital expenditures during the foreseeable future. In addition, the Company plans the sale of additional equity securities and/or the issuance of subordinated notes, in order to generate sufficient capital resources to assure continuation of the Company's operations. To this end, the Company, as stated previously, has received an additional $2,500,000 in proceeds from the 1996 Private Placement through August 14, 1996 of which $1,040,000 was received by June 30, 1996. As of June 30, 1996 and as stated previously, the Company was in default of certain financial covenants required by the loan agreement with its bank and has entered into a forbearance agreement through October 15, 1996 which requires, among other things, the immediate reduction of the present credit facility with the bank from $4,000,000 to $2,500,000 and the further reduction, in stages during September 1996, to $1,500,000. Further, in connection with production of the Company's Fall 1996 line, additional financing and letters of credit will be required during the second and third quarters of 1996. In order for the Company to fund its operating plans, the Company must either renegotiate the terms of the financing facility provided by the Company's bank, or arrange a new facility suitable to the Company's needs with a different lender. The Company has negotiated a credit facility with a new lender to replace its existing facility, which new facility requires the Company to raise an additional $2,000,000 in equity as a condition to obtaining such facility. The Company has raised $2,500,000 in equity to satisfy this requirement through August 14, 1996. Although presently, a closing with the new lender is scheduled during August 1996, there can be no assurance that the closing will occur. In addition, the Company may be required to raise additional funds to support the Company's operations through the sale of additional equity securities and/or the issuance of subordinated notes. The Company must obtain these or similar additional resources or consider modifications to its operating plans, including reductions in operating costs to enable it to continue operations. However, no assurance can be given that the Company will be successful in raising additional capital to support future operations. Further, there can be no assurance, assuming the Company successfully raises additional funds and is able to use its existing credit facility or establish a new facility that the Company will achieve profitability or a positive cash flow. 17 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS Not Applicable ITEM 2. CHANGES IN SECURITIES Not Applicable ITEM 3. DEFAULTS ON SENIOR SECURITIES At June 30, 1996, the Company was in default of certain provisions of the Loan and Security Agreement with its principal lender regarding certain credit insurance to be established within prescribed timeframe, funding requirements for the infusion of subordinated loans or capital infusions by MR Acquisitions, L.L.C. ("MR"), or by MR causing the same to occur, and the covenant requiring establishment and maintenance of certain tangible net worth and leverage. The lender agreed to wait until July 15, 1996 to demand payment and subsequently entered into an interim forebearance agreement through July 31, 1996 which reduced the loan limit to $1,500,000. Further, on July 31, 1996 the Company has entered into a forebearance agreement through October 15, 1996 which requires, among other things, the immediate reduction to the present credit facility with the bank from $4,000,000 to $2,500,000 and the further reduction, in stages during September 1996, to $1,500,000. At June 30, 1996, the Company was in default of certain provisions of the Loan and Security Agreement with KPR Sports International, Inc. relating to a tangible net worth and leverage requirement which is identical to the covenant of the Company's principal lender. KPR Sports International, Inc. has waived the aforementioned default through October 15, 1996. 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 Waiver letter dated August 15, 1996 between Ryka Inc. and KPR Sports International. 10.2 Waiver letter dated June 29, 1996 between the Ryka Inc. and Midlantic Bank. 10.3 Forebearance letter dated July 31, 1996 between Ryka Inc. and Midlantic Bank. 10.4 Guaranty and Surety Agreement between Michael G. Rubin and Midlantic Bank. 18 RYKA Inc. and Subsidiary 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, thereunto duly authorized. RYKA INC. Date: August 14, 1996 By: /s/ Michael G. Rubin -------------------------- Michael G. Rubin Chairman of the Board & Chief Executive Officer Date: August 14, 1996 By: /s/Steven A. Wolf -------------------------- Steven A. Wolf Vice President of Finance & Chief Financial Officer 19 RYKA Inc. and Subsidiary EXHIBIT INDEX Exhibit No. Description Sequential Page No. - ------------------------------------------------------------------------------- 10 Waiver letter dated August 15, 1996 between RYKA Inc. and KPR Sports International Inc. 21 Waiver letter dated June 29, 1996 between RYKA Inc. and Midlantic Bank. Forebearance letter dated July 31, 1996 between RYKA Inc. and Midlantic Bank. Guaranty and Surety Agreement between Michael G. Rubin and Midlantic Bank. 20 EX-10 2 EXHIBIT 10.1 Exhibit 10.1 August 14, 1996 Steve Wolf Chief Financial Officer 555 South Henderson Road King of Prussia, PA 19406 Dear Steve: In connection with Loan and Securities Agreement dated as of July 31, 1995 between RYKA and KPR Sports International, Inc., we hereby waive through October 15, 1996 the default with the regard to the minimum tangible net worth and leverage ratio requirements. Sincerely, /s/ Zeev Shenkman - ----------------------- Zeev Shenkman Executive Vice President KPR Sports International, Inc. K.P.R. SPORTS INTERNATIONAL, INC. - ---------------------------------------------------------------------------------------------------------------- [ ]Corporate Office [ ]European Office [ ]West Coast Office 555 South Henderson Road, Jan de Rooystraat 49, 1221 East Dyer Road, Suite 215, King of Prussia, PA 19046 5171 DR Kaatsheuvel, Holland Santa Ana, CA 92705 Phone 610-768-0900 800-352-3331 Phone: 31-416-277260 Fax: 31-416-275175 Phone: 714-556-6577 Fax: 714-556-6540 Fax: 610-768-0753
EX-10 3 EXHIBIT 10.2 Exhibit 10.2 June 26, 1996 Dennis Rubisch, CFO Steven Wolf, CFO KPR Sports International RYKA, Inc. 555 S. Henderson Road 555 S. Henderson Road King of Prussia, PA 19406 King of Prussia, PA 19406 Gentlemen: As you are aware, Midlantic Bank, N.A. ("Bank") has, by letters to you of June 12, 1996, provided certain waivers through June 30, 1996, with the intent that the outstanding credit facilities for each of Ryka, Inc. and KPR Sports International, Inc. will be repaid in full by that date. You have advised that it is not likely that the subject credit facilities will be repaid on or before June 30, 1996, but it is intended that the same will occur on or prior to July 15, 1996. Accordingly, at your request, the Bank is agreeable to further extend the subject waivers through July 15, 1996, on the assumption that the aubject credit facilities will be repaid on or before that date. In consideration of the subject extension, Ryka, Inc. and KPR Sports International, Inc., jointly and severely, agree to pay to the Bank on the earlier of July 9, 1996 or the date on which the subject credit facilities are repaid in full, an extension fee of $25,000.00, failing which shall constitute an Event Of Default for all purposes of the subject credit facilities. Additionally, by signing below, the parties agree that, effective as of the date hereof, the Revolving Loan Limit, as defined in the Loan and Security Agreement dated as of July 31, 1995 betweeb Bank And Ryka, Inc., is decreased to $1,500,000. Dennis Rubisch, CFO Steven Wolf, CFO June 27, 1996 Page - 2 - Kindly evidence your agreement to the foregoing by siqning below. MIDLANTIC BANK, N.A. /S/ XXXXXXXXXXXXXXXXXXXXX --------------------------------- The undersigned hereby agree to the foregoing: RYKA, INC. KPR SPORTS INTERNATIONAL, INC. By: By: Dennis Rubisch ------------------------------- --------------------------------- EX-10 4 EXHIBIT 10.3 Exhibit 10.3 July 31, 1996 Ryka,. Inc. 555 South Henderson Road King of Prussia, PA 19406 ATTENTION: Mr. Steven Wolf Gentlemen: Reference is made to that certain Loan and Security Agreement dated as of July 31, 1995 between Ryka, Inc. ("Borrower") and Midlantic Bank, N.A. ("Bank") (as previously amended, the "Loan Agreement"). Capitalized terms used but not defined herein shall have the respective meanings given to them in the Loan Agreement. The Revolving Loan was established on and remains outstanding on a demand basis. As a result of various forbearance letters, Bank previously agreed to forbear from exercising any enforcement rights under the Loan Agreement until July 31, 1996 and the parties further agreed that the Obligations would be due and payable on July 31, 1996. Borrower acknowledges and agrees that there is presently outstanding under the Revolving Loan the principal sum of $1,490,000, together with interest from July 1, 1996 and unpaid expenses, all of which are owing without defense, offset, deduction or counterclaim. The parties have agreed to an additional temporary forbearance under and expressly subject to the following terms and conditions: 1. The Revolving Loan Limit is hereby set at $2,500,000, to be automatically reduced to $2,000,000 on September 6, 1996 and further automatically reduced to $1,500,000 on September 16, 1990. 2. Paragraph B (ii) in the definition of Borrowing Base under the Loan Agreement is deleted and replaced by the following: "(ii) Ryka, Inc. July 31, 1996 Page 2 the lesser of (a) 50% of Eligible Inventory or (b) $1,200,000, reducing automatically to $960,000 on September 6, 1996 and further reducing automatically to $720,000 on September 16, 1996." Any inventory remaining from a prior selling season or which is more than six months old shall not be considered Eligible Inventory. 3. The first sentence of Section 2.04 of the Loan Agreement is modified, as of August 1, 1996, to increase the interest rate applicable to cash advances under the Revolving Loan to a per annum rate equal to the Prime Rate plus one and one-half percentage points. 4. By its execution and approval of this letter agreement, KPR Sports International, Inc. ("KPR") hereby (a) reconfirms its outstanding secured Guaranty and Surety Agreement dated July 31, 1995 ("KPR Guaranty") of Borrower's existing and future obligations to Bank, (b) agrees that paragraph 11 of the KRP Guaranty is unconditionally deleted from such agreement, and (c) approves the terms and conditions of this letter agreement which shall not in any way diminish or impair the KPR Guaranty. Moreover, as further consideration to Bank for its agreements and undertakings herein, Michael G. Rubin shall, contemporaneously herewith, execute and deliver to Bank his personal guaranty ("Rubin Guaranty"), unconditionally covering and guaranteeing, as surety, the Obligations of Borrower to Bank. 5. With respect to the operation of the Revolving Loan, all collections of accounts receivable and proceeds of other Collateral received by Borrower shall, upon receipt, be immediately delivered in specie, to Bank for deposit to a dominion or cash collateral account for application to the outstanding balance of the Revolving Loan under such procedures as Bank may reasonably establish. Absent prior notice from Bank, the Borrower shall continue to collect its accounts receivable subject to its undertaking in the prior sentence hereof. 6. Paragraph 6.01(M)(1) of the Loan Agreement is modified to provide that as of July 31, 1996 and at all times thereafter, Ryka, Inc. July 31, 1996 Page 3 Borrower shall maintain a minimum Tangible Net Worth plus Subordinated Indebtedness of $2,200,000. 7. In consideration of the agreements and undertakings set forth in this letter agreement, the parties hereby agree that the Exercise Price as defined in that certain Common Stock Purchase Warrant dated July 31, 1995 issued by Borrower to Bank is hereby reduced to $.52. Borrower further acknowledges and agrees that if the Obligations of Borrower and the indebtedness of KPR to Bank are not both satisfied in full on or before August 31, 1996, the Exercise Price shall be further reduced to $.47 on September 1, 1996. While the foregoing reductions in the Exercise Price shall be automatically effective in accordance with the terms hereof without further agreement or document from Borrower, Borrower agrees that it shall execute and deliver to Bank, if requested by Bank, any amendment or replacement warrant requested to evidence the foregoing. Bank agrees that subject to Borrower's acceptance and delivery of this letter agreement, together with KPR's approval hereof and Bank's receipt of the executed Rubin Guaranty, Bank will continue the operation of the Revolving Loan and forbear from enforcing its rights and claims against Borrower to October 15, 1996, on which date such forbearance shall end and all Obligations shall become immediately due and payable without further notice or demand of any kind. Upon the occurrence of an Event of Default, or Borrower's breach of any provision of this letter agreement, Bank shall have the right to terminate the forbearance, terminate financing and take any and all action it deems necessary or appropriate to enforce its rights and claims and collect the unpaid Obligations. Except as expressly set forth above, the terms and conditions of the Loan Agreement remain in full force and effect. No further modification of the Loan Agreement shall be binding or enforceable unless in writing and signed by Bank. Bank's execution of this letter agreement shall not create any duty or obligation upon Bank to consider or grant any further forbearance. Ryka, Inc. July 31, 1996 Page 4 Please indicate your acceptance of the terms hereof by signing and returning the enclosed copy of this letter agreement with KPR's acceptance and the Rubin Guaranty as provided above. Very truly yours, Midlantic Bank, N.A. By: /s/ Jeanne L. Hanson, Vice President ---------------------------------------- Jeanne L. Hanson, Vice President ACCEPTED AND APPROVED: RYKA, Inc. By: _______________________________ KPR SPORTS INTERNATIONAL, INC. By: _______________________________ ____________________________________(SEAL) MICHAEL G. RUBIN EX-10 5 EXHIBIT 10.4 Exhibit 10.4 Dated: __________________, 1996 Guaranty and Surety Agreement To induce Midlantic Bank, N.A. (the "Lender") to make loans, extensions of credit or other financial accommodations to, and grant temporary forbearance with respect to existing loans to, RYKA INC. (the "Borrower"), now or in the future, to secure the observance, payment, and performance of the Liabilities (as defined below) and with full knowledge that the Lender would not make the said loans, extensions of credit, or financial accommodations without this Guaranty and Surety Agreement (together with any amendments or modifications hereto in effect from time to time, the "Guaranty"), which shall be a contract of suretyship, the Guarantor (as defined below), intending to be legally bound hereby, unconditionally agrees as follows: A. Liabilities Secured. The Guarantor, hereby guarantees the full, prompt, and unconditional payment of the Liabilities (as defined below), when and as the same shall become due, whether at the stated maturity date, by acceleration, or otherwise, and the full, prompt, and unconditional performance of each and every term and condition of every transaction to be kept and performed by the Borrower and any other Obligor under the Loan Documents (as defined below). This Guaranty is a primary obligation of the Guarantor and shall be a continuing inexhaustible Guaranty without limitation as to amount or duration and may not be revoked. B. Definitions. As used herein, the following terms shall have the following meanings: 1. Affiliate. The term "Affiliate" means Midlantic Bank, N.A., and any of its direct and indirect affiliates and subsidiaries. 2. Collateral. The term "Collateral" means all property of the Guarantor and/or any Obligor, now or hereafter in the possession of the Lender or any Affiliate, in any capacity whatsoever including, but not limited to, any balance or share of any deposit, trust or agency account, and all property and assets of the Guarantor and/or any Obligor now or hereafter subject to a security agreement, pledge, mortgage, assignment, or other document or agreement granting the Lender a security interest therein or lien or encumbrance thereon. 3. Guarantor. The term "Guarantor" means each of the persons and entities who are signatories to this Guaranty other than the Lender. 4. Liability. The term "Liability" or "Liabilities" means any and all obligations and indebtedness of every kind and description of the Borrower or of any Obligor owing to the Lender under the Loan Documents, including, without limitation, any increase in and renewals or extensions of the credit facility established thereby, and whether such debts or obligations are primary or secondary, direct or indirect, absolute or contingent, sole, joint or several, secured or unsecured, due or to become due, contractual or tortious, arising by operation of law, by overdraft, or otherwise, or now or hereafter existing, including, without limitation, principal, interest, fees, late fees, expenses, and reasonable attorneys' fees and costs, that have been or may hereafter be contracted or incurred. 5. Loan Documents. The term "Loan Documents" means this Guaranty and that certain Loan and Security Agreement, dated July 31, 1995, between Lender and Borrower, together with any and all amendments, modifications, renewals, increases, restatements or extensions thereof (as heretofore and hereafter amended, the "Loan Agreement") and Revolving Credit Note in the principal amount of $4,000,000 bearing even date therewith issued by Borrower to Lender. 6. Obligor. The term "Obligor" means the Borrower and each and every maker, endorser, guarantor, or surety, including, without limitation, the Guarantor, of or for the Liabilities. C. Representations and Warranties. The Guarantor represents and warrants as of the date hereof and at all times hereafter until the Liabilities are fully paid and performed, and any commitment to make loans, extensions of credit, or other financial accommodations to the Borrower have been terminated, that this Guaranty and any other Loan Document to which the Guarantor is a party agree authorized by all necessary corporation action on Guarantor's part, are within the corporate power and authority of Guarantor, does not violate or result in a default under Guarantor's Articles of Incorporation, By-laws or any contract or agreement to which Guarantor is a party, are the legal, valid, and binding - 2 - obligations of the Guarantor, enforceable against it in accordance with their terms, except as the same may be limited by bankruptcy, insolvency, reorganization, or other laws or equitable principles relating to or affecting the enforcement of creditors' rights generally. The loans or credit accommodations made by the Lender to the Borrower and the assumption by the Guarantor of its obligations hereunder and under any other Loan Document to which the Guarantor is a party will result in material benefits to the Guarantor. This Guaranty was entered into by the Guarantor for commercial purposes. D. No Limitation of Liability. Without incurring responsibility to the Guarantor and without impairing or releasing the obligations of the Guarantor to the Lender or to any Affiliate, the Lender may, at any time, and from time to time, without the consent of, or notice to the Guarantor, upon any terms or conditions, and in whole or in part: 1. Payment Terms. Change the manner, place, or terms of payment, and/or change or extend the time for payment, or renew or alter, any of the Liabilities, any security therefor or any of the Loan Documents evidencing same, and the Guaranty herein made shall apply to the Liabilities and the Loan Documents as so changed, extended, renewed, or altered; 2. Sale of Property. Sell, exchange, release, surrender, realize upon, or otherwise deal with in any manner and in any order, any property including the Collateral, by whomsoever at any time pledged, mortgaged, or in which a security interest is given to secure, or howsoever securing, the Liabilities; 3. Failure to Exercise Rights. Exercise or refrain from exercising any rights against the Borrower or any other Obligor (including the Guarantor) or against any Collateral for the Liabilities or otherwise act or refrain from acting; 4. Settlement of Liabilities. Settle or compromise any Liabilities, whether in a proceeding or not, and whether voluntarily or involuntarily, dispose of any Collateral therefor, with or without consideration, or settle or compromise any liability incurred directly or indirectly in respect thereof or hereof, and/or subordinate the payment of all or any part thereof to the payment of any Liabilities, whether due or not; - 3 - 5. Application of Funds. Apply any sums by whomsoever paid or howsoever realized to any Liabilities in any order deemed appropriate by the Lender; 6. Release of Obligations. Add, release, settle, modify, or discharge the obligation of any Obligor or any other party who is in any way obligated for any of the Liabilities; 7. Additional Security. Accept any additional security for the Liabilities; and/or 8. Any Other Action. Take any other action which might constitute a defense available to, or a discharge of, the Borrower or any other Obligor (including the Guarantor), in respect of the Liabilities. The invalidity, irregularity, or unenforceability of all or any part of the Liabilities or any Loan Document or any agreement or instrument relating thereto, or the lack of validity, enforceability, perfection, impairment or loss of any liens or security interests granted in connection therewith, whether caused by any action or inaction of the Lender or any Affiliate, or otherwise, shall not affect, impair, or be a defense to the Guarantor's obligations under this Guaranty. E. Waiver of Subrogation. (a) The Guarantor irrevocably waives any present or future claim, right or remedy to which the Guarantor is or becomes entitled that arises hereunder and/or from the performance by the Guarantor hereunder to be subrogated to the Lender's rights against the Borrower or any other Obligor and/or any present or future claim, right or remedy to seek contribution, reimbursement, exoneration, indemnification, payment or the like from the Borrower or any other Obligor on account of this Guaranty or any other Loan Document and/or to participate in any security which the Lender now has or hereafter acquires, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise. (b) If, notwithstanding the aforesaid waiver, any funds or property shall be paid or transferred to the Guarantor on account of such subrogation, reimbursement, exoneration, indemnification, or contribution at any time when all of the Liabilities have not been paid in full, the Guarantor shall hold such funds and/or property in trust for the - 4 - Lender and shall forthwith pay over or deliver to the Lender such funds and/or property to be applied by the Lender to the Liabilities. F. Events of Default. The occurrence of any Event of Default under the Loan Agreement shall constitute an event of default ("Event of Default") under this Guaranty. G. Remedies. 1. Acceleration of Liabilities; Rights of Lender. Upon the occurrence of an Event of Default described in the Loan Agreement, at the Lender's sole option, all Liabilities shall immediately become due and payable in full, all without protest, presentment, demand or further notice of any kind to the Guarantor or any other Obligor, all of which are expressly waived. Upon and following an Event of Default, the Lender may, at its option, exercise any and all rights and remedies it has under this Guaranty, any other Loan Document and/or applicable law including, without limitation, an action for specific performance to enforce or aid in the enforcement of any provision contained herein or in any other Loan Document. 2. Right of Set-off. If any of the Liabilities shall be due and payable and whether or not the Lender shall have made any demand under this Guaranty, and regardless of the adequacy of any Collateral for the Liabilities or other means of obtaining repayment of the Liabilities, the Lender shall have the right, without notice to the Guarantor or to any other Obligor, and is specifically authorized hereby to apply toward and set-off against and apply to the then unpaid balance of the Liabilities any items or funds of the Guarantor and/or any Obligor held by the Lender or any Affiliate, any and all deposits (whether general or special, time or demand, matured or unmatured) or any other property of the Guarantor and/or any Obligor, including, without limitation, securities and/or certificates of deposit, now or hereafter maintained by the Guarantor and/or any Obligor for its or their own account with the Lender, and any other indebtedness at any time held or owing by the Lender or any Affiliate to or for the credit or the account of the Guarantor and/or any Obligor, even if effecting such set-off results in a loss or reduction of interest or the imposition of a penalty applicable to the early withdrawal of time deposits. For such purpose, the Lender shall have, and the Guarantor hereby grants to the Lender, a first lien on and security interest in such deposits, property, funds and accounts and the proceeds - 5 - thereof. The Guarantor further authorizes any Affiliate, upon and following the occurrence of an Event of Default, at the request of the Lender, and without notice to the Guarantor, to turn over to the Lender any property of the Guarantor held by the Affiliate for the Guarantor's account and to debit any deposit account maintained by the Guarantor with such Affiliate (even if such deposit account is not then due or there results a loss or reduction of interest or the imposition of a penalty in accordance with law applicable to the early withdrawal of time deposits), in the amount requested by the Lender up to the amount of the Liabilities, and to pay or transfer such amount or property to the Lender for application to the Liabilities. 3. Remedies Cumulative; No Waiver. The rights, powers and remedies of the Lender provided in this Guaranty and the other Loan Documents are cumulative and concurrent, and are not exclusive of any right, power or remedy available to the Lender. No failure or delay on the part of the Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise preclude any other or further exercise thereof, or the exercise of any other right, power or remedy. 4. Continuing Enforcement of the Loan Documents. If, after receipt of any payment of all or any part of the Liabilities or the obligations of the Guarantor to the Lender, the Lender is compelled or agrees, for settlement purposes, to surrender such payment to any person or entity for any reason, then this Guaranty and the other Loan Documents shall continue in full force and effect or be reinstated, as the case may be. The provisions of this paragraph shall survive the termination of this Guaranty and the other Loan Documents and shall be and remain effective notwithstanding the payment of the Liabilities, the cancellation of the Guaranty or any other Loan Document, the release of any security interest, lien or encumbrance securing the Liabilities, or any other action which the Lender may have taken in reliance upon its receipt of such payment. H. Miscellaneous. 1. Notices. Any notices and communications which may be given under this Guaranty shall be in writing and shall be given by (i) hand-delivery, (ii) first class mail (postage prepaid), (iii) reliable overnight commercial courier (charges prepaid), or (iv) telecopy, in each case - 6 - to the addresses or telecopy numbers set forth in this Guaranty. Notice by overnight courier shall be deemed to have been given and received on the date scheduled for delivery. Notice by mail shall be deemed to have been given and received three (3) calendar days after the date first deposited in the United States Mail. Notice by hand-delivery shall be deemed to have been given and received upon delivery. Notice by telecopy will be deemed to have been given upon transmission. A party may change its address by giving written notice to the other party as specified herein. 2. Costs and Expenses. Whether or not the transactions contemplated by the Loan Documents are fully consummated, the Guarantor shall promptly pay (or reimburse, as the Lender may elect) all costs and expenses which the Lender has incurred or may hereafter incur in connection with the enforcement of this Guaranty and the other Loan Documents, the collection of all amounts due under this Guaranty and the other Loan Documents, and all amendments, modifications, consents or waivers, if any, to this Guaranty and the other Loan Documents. The Guarantor's reimbursement obligations under this paragraph shall survive any termination of the Loan Documents. 3. Governing Law. This Guaranty shall be construed in accordance with and governed by the substantive laws of the Commonwealth of Pennsylvania without reference to conflict of laws principles. 4. Integration; Amendment; No Third Party Beneficiary. This Guaranty and the other Loan Documents constitute the sole agreement of the parties with respect to the subject matter hereof and thereof and supersede all oral negotiations and prior writings with respect to the subject matter hereof and thereof. No amendment of this Guaranty, and no waiver of any one or more of the provisions hereof shall be effective unless set forth in writing and signed by the parties hereto. The Guarantor and the Lender do not intend any benefits of this Guaranty to inure to any third party and no third party (including the Borrower) shall have any status, right or entitlement under this Guaranty. 5. Successors and Assigns. This Guaranty (i) shall be binding upon the Guarantor and the Lender and their respective successors and permitted assigns, and (ii) shall inure to the benefit of the Guarantor and the Lender and their respective successors and permitted - 7 - assigns; provided, however, that the Guarantor may not assign its rights or obligations hereunder or any interest herein without the prior written consent of the Lender, and any such assignment or attempted assignment by the Guarantor shall be void and of no effect with respect to the Lender. The Lender may from time to time sell or assign, in whole or in part, or grant participations in some or all of the Loan Documents and/or the obligations evidenced thereby. The Guarantor authorizes the Lender to provide information concerning the Guarantor to any prospective purchaser, assignee or participant. 6. Severability and Consistency. The illegality, unenforceability or inconsistency of any provision of this Guaranty or any instrument or agreement required hereunder shall not in any way affect or impair the legality, enforceability or consistency of the remaining provisions of this Guaranty or any instrument or agreement required hereunder. The Loan Documents are intended to be consistent. However, in the event of any inconsistencies among any of the Loan Documents, such inconsistency shall not affect the validity or enforceability of any Loan Document. The Guarantor agrees that in the event of any inconsistency or ambiguity in any of the Loan Documents, the Loan Documents shall not be construed against any one party but shall be interpreted consistent with the Lender's policies and procedures. 7. Consent to Jurisdiction and Service of Process. The Guarantor hereby consents that (i) any action or proceeding against it may be commenced and maintained in any court within the Commonwealth of Pennsylvania or in the United States District Court for the Eastern District of Pennsylvania by service of process on such officer; and (ii) such courts shall have jurisdiction with respect to the subject matter hereof and the person of the Guarantor and all Collateral for the Liabilities. The Guarantor agrees that any action brought by the Guarantor shall be commenced and maintained only in a court in the federal judicial district or county in which the Lender has its principal place of business in Pennsylvania. 8. Joint and Several Liability. In the event that the Guarantor consists of more than one person or entity, the Liabilities or obligations of each such person or entity shall be joint and several and the word "Guarantor" means each of them, any of them and/or all of them. - 8 - 9. Judicial Proceedings; Waivers. THE GUARANTOR AND THE LENDER ACKNOWLEDGE AND AGREE THAT (I) ANY SUIT, ACTION OR PROCEEDING, WHETHER CLAIM OR COUNTERCLAIM, BROUGHT OR INSTITUTED BY THE LENDER OR THE GUARANTOR OR ANY SUCCESSOR OR ASSIGN OF THE LENDER OR THE GUARANTOR, ON OR WITH RESPECT TO THIS GUARANTY OR ANY OF THE OTHER LOAN DOCUMENTS OR THE DEALINGS OF THE PARTIES WITH RESPECT HERETO, OR THERETO, SHALL BE TRIED ONLY BY A COURT AND NOT BY A JURY AND EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY; (II) EACH WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER, IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES; AND (III) THIS SECTION IS A SPECIFIC AND MATERIAL ASPECT OF THIS GUARANTY AND THE LENDER WOULD NOT EXTEND CREDIT TO THE BORROWER IF THE WAIVERS SET FORTH IN THIS SECTION WERE NOT A PART OF THIS GUARANTY. THE GUARANTOR HEREBY WAIVES PRESENTMENT, NOTICE OF DISHONOR AND PROTEST OF ALL INSTRUMENTS INCLUDED IN OR EVIDENCING THE LIABILITIES OR THE COLLATERAL, IF ANY, AND ALL OTHER NOTICES AND DEMANDS WHATSOEVER, WHETHER OR NOT RELATING TO SUCH INSTRUMENTS. 10. WARRANT OF ATTORNEY. THE GUARANTOR HEREBY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR ATTORNEYS OR THE PROTHONOTARY OR CLERK OF ANY COURT OF RECORD IN THE COMMONWEALTH OF PENNSYLVANIA, UPON THE FAILURE BY THE GUARANTOR TO PAY WHEN DUE ANY SUM PAYABLE BY THE GUARANTOR PURSUANT TO THIS AGREEMENT, TO APPEAR FOR THE GUARANTOR IN ANY SUCH COURT, WITH OR WITHOUT DECLARATION FILED, AS OF ANY TERM OR TIME THERE OR ELSEWHERE TO BE HELD AND THEREIN TO CONFESS OR ENTER JUDGMENT AGAINST THE GUARANTOR IN FAVOR OF THE LENDER FOR ALL SUMS DUE OR TO BECOME DUE BY THE GUARANTOR TO THE LENDER UNDER THIS AGREEMENT, WITH COSTS OF SUIT AND RELEASE OF ERRORS AND WITH THE GREATER OF FIVE PERCENT (5%) OF SUCH SUMS OR $7,500.00 ADDED AS A REASONABLE ATTORNEYS' FEE; AND FOR DOING SO THIS AGREEMENT OR A COPY VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT; SUCH AUTHORITY AND POWER SHALL NOT BE EXHAUSTED BY ANY EXERCISE THEREOF, AND JUDGMENT MAY BE CONFESSED AS AFORESAID FROM TIME TO TIME AS OFTEN AS THERE IS OCCASION THEREFOR. THE GUARANTOR ACKNOWLEDGES THAT HE HAS HAD THE ASSISTANCE OF COUNSEL IN THE REVIEW AND EXECUTION OF THIS AGREEMENT AND FURTHER ACKNOWLEDGES THAT THE MEANING AND EFFECT OF THE CONFESSION OF JUDGMENT HAVE BEEN FULLY EXPLAINED TO HIM BY SUCH COUNSEL. - 9 - THE GUARANTOR, BEING FULLY AWARE OF THE RIGHT TO NOTICE AND A HEARING CONCERNING THE VALIDITY OF ANY AND ALL CLAIMS THAT MAY BE ASSERTED AGAINST THE GUARANTOR BY THE LENDER BEFORE A JUDGMENT CAN BE ENTERED HEREUNDER OR BEFORE EXECUTION MAY BE LEVIED ON SUCH JUDGMENT AGAINST ANY AND ALL PROPERTY OF THE GUARANTOR, HEREBY WAIVES THESE RIGHTS AND AGREES AND CONSENTS TO JUDGMENT BEING ENTERED BY CONFESSION IN ACCORDANCE WITH THE TERMS HEREOF AND EXECUTION BEING LEVIED ON SUCH JUDGMENT AGAINST ANY AND ALL PROPERTY OF THE GUARANTOR, IN EACH CASE WITHOUT FIRST GIVING NOTICE AND THE OPPORTUNITY TO BE HEARD ON THE VALIDITY OF THE CLAIM OR CLAIMS UPON WHICH SUCH JUDGMENT IS ENTERED. /s/ MICHAEL G. RUBIN ----------------------------------- MICHAEL G. RUBIN ADDRESS: --------------------------- --------------------------- TELECOPY # ------------------------- - 10 - EX-27 6 FINANCIAL DATA SCHEDULE
5 6-MOS DEC-31-1996 JAN-01-1996 JUN-30-1996 689 0 1,630,126 69,921 297,087 266,531 383,366 202,623 2,434,957 1,329,382 0 0 0 507,753 (253,618) 2,434,957 3,572,314 3,572,314 2,570,811 4,226,823 80,454 0 0 (734,963) 0 (734,963) 0 0 0 (734,963) (.02) (.02)
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