<PAGE>   1

                                  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 EXCHANGE
    ACT OF 1934 FOR THE PERIOD ENDED SEPTEMBER 30, 1998

                                       or

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______________ TO ______________

Commission File Number:  1-13042

                                   RIDE, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

            Washington                                  91-1571027
  -------------------------------           ------------------------------------
  (State or other jurisdiction of           (I.R.S. Employer Identification No.)
  incorporation or organization)

         8160 304th Avenue Southeast
             Preston, Washington                         98050
  ----------------------------------------             ----------
  (Address of principal executive offices)             (Zip Code)

                                 (425) 222-6015
--------------------------------------------------------------------------------
              (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 the latest practicable date:

Common Stock, without par value 12,833,335  shares as of November 9, 1998


<PAGE>   2



                                      INDEX

                                   RIDE, INC.


PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements (Unaudited)

         Condensed consolidated balance sheets -- September 30, 1998 and
           June 30, 1998

         Condensed consolidated statements of operations -- Three month period
           ended September 30, 1998 and period ended September 30, 1997

         Condensed consolidated statements of cash flows -- Three months ended
           September 30, 1998 and 1997

         Notes to condensed consolidated financial statements


Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations

Item 3.  Quantitative and Qualitative Disclosure about Market Risk

PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings

Item 2.  Changes in Securities

Item 3.  Defaults upon Senior Securities

Item 4.  Submission of Matters to a Vote of Security Holders

Item 5.  Other Information

Item 6.  Exhibits and Reports on Form 8-K

SIGNATURES

EXHIBITS




                                       1
<PAGE>   3



PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS



                                   RIDE, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                September 30,
                                                                    1998          June 30,
                                                                 (Unaudited)        1998
                                                                -------------     --------
<S>                                                               <C>             <C>     
ASSETS
Current assets:
   Cash and cash equivalents                                      $  3,977        $    165
   Receivables, less allowance for doubtful accounts of
     $1,116 at September 30, 1998 and $981 at June 30, 1998         17,577           4,487
   Inventories (Note 3)                                              9,067           9,752
   Prepaid expenses and other current assets                           956             887
   Income taxes receivable                                             247           1,571
                                                                  --------        --------
        Total current assets                                        31,824          16,862

Plant and equipment, net of accumulated depreciation                 5,586           5,792
Notes receivable, net of discount                                    1,439           1,400
Goodwill, net of accumulated amortization                            9,102           9,205
Other assets                                                         1,372           1,345
                                                                  --------        --------
Total assets                                                      $ 49,323        $ 34,604
                                                                  ========        ========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Accounts payable                                               $  6,801        $  5,918
   Accrued expenses                                                  3,589           2,911
   Short-term borrowings                                            17,276           5,544
                                                                  --------        --------
        Total current liabilities                                   27,666          14,373

   Long-term liabilities                                               951             979

Shareholders' equity:
   Preferred stock                                                   2,832           2,832
   Common stock                                                     43,257          43,257
   Accumulated other comprehensive loss                               (219)           (163)
   Accumulated deficit                                             (25,164)        (26,674)
                                                                  --------        --------
        Total shareholders' equity                                  20,706          19,252
                                                                  --------        --------
Total liabilities and shareholders' equity                        $ 49,323        $ 34,604
                                                                  ========        ========
</TABLE>


                             See accompanying notes.


                                       2
<PAGE>   4



                                   RIDE, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)


<TABLE>
<CAPTION>
                                                     Three months ended September 30,
                                                     --------------------------------
                                                           1998            1997
                                                         --------        --------
<S>                                                      <C>             <C>     
Net sales                                                $ 18,382        $ 18,215
Cost of goods sold                                         12,399          12,391
                                                         --------        --------
Gross profit                                                5,983           5,824

Selling, general and administrative expenses                4,254           4,585
                                                         --------        --------
Operating income                                            1,729           1,239

Interest income                                                46              50
Interest expense                                             (263)           (188)
                                                         --------        --------
Income before income taxes                                  1,512           1,101

Income tax expense                                              0             440
                                                         --------        --------
Net income                                               $  1,512        $    661
                                                         ========        ========

Net income per share:
   Basic                                                 $   0.12        $   0.06
   Diluted                                               $   0.10        $   0.06

Share used in computation of net income per share:
   Basic                                                   12,619          11,605
   Diluted                                                 15,526          11,813
</TABLE>





                             See accompanying notes.


                                       3
<PAGE>   5



                                   RIDE, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                 (IN THOUSANDS)


<TABLE>
<CAPTION>
                                                           Three months ended September 30,
                                                           --------------------------------
                                                                  1998           1997
                                                                --------        -------
<S>                                                               <C>           <C>     
Net cash used in operating activities                            $(7,768)       $(6,921)

INVESTING ACTIVITIES:
   Acquisitions of Device Mfg Corp. and Smiley Hats, Inc.             --           (603)
   Purchase of plant and equipment                                    --            (28)
   Other                                                            (124)             1
                                                                --------        -------
        Net cash used in investing activities                       (124)          (630)

FINANCING ACTIVITIES:
   Proceeds from short-term borrowings                            11,756          4,960
   Repayments of long term debt                                      (52)           (22)
   Dividends paid                                                     --             (8)
                                                                --------        -------
        Net cash provided by financing activities                 11,704          4,930
                                                                --------        -------

Net increase/(decrease) in cash and cash equivalents               3,812         (2,621)
Cash and cash equivalents at beginning of period                     165          2,742
                                                                --------        -------
Cash and cash equivalents at end of period                      $  3,977        $   121
                                                                ========        =======

SUPPLEMENTAL DISCLOSURE:
   Cash paid (received) for income taxes                        $( 1,324)       $     3
   Cash paid for interest                                            250            199

NONCASH FINANCING ACTIVITY:
   Common stock issued in acquisitions                                --        $   750
</TABLE>



                             See accompanying notes.


                                       4
<PAGE>   6





                                   RIDE, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 1997
                                   (UNAUDITED)


1.      BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been
prepared by Ride, Inc. (the "Company"), in accordance with generally accepted
accounting principles for interim financial statements and with the instructions
to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include
all of the information and disclosures required by generally accepted accounting
principles for complete financial statements. In the opinion of the Company's
management, all adjustments (consisting of normal recurring accruals) necessary
for a fair presentation have been included. The Company's revenues are highly
seasonal, occurring primarily between July and December as its products are
shipped to customers. The results of operations for the three month period ended
September 30, 1998, therefore may not be indicative of the results for the full
fiscal year. For further information, refer to the consolidated financial
statements and footnotes thereto included in the Company's annual report on Form
10-K for the year ended June 30, 1998. All amounts are stated in US dollars.

2.      INVENTORIES

Inventories at  September 30, 1998 and June 30, 1998 consisted of the following:

<TABLE>
<CAPTION>
                                                    September 30,     June 30,
                                                        1998           1998
                                                       -------        -------
                                                           (In thousands)

<S>                                                    <C>            <C>    
               Finished goods                          $ 7,842        $ 8,283
               Raw materials and work in process         2,451          2,916
               Obsolescence reserve                     (1,226)        (1,447)
                                                       -------        -------
                                                       $ 9,067        $ 9,752
                                                       =======        =======
</TABLE>

3.      LINE OF CREDIT AND LONG TERM DEBT

On August 31, 1998, the Company entered into a Loan and Security Agreement
("Agreement") with CIT Group/Credit Finance, Inc. ("CIT") which credit facility
replaces the Company's prior credit facility. The Company's line of credit under
the new credit facility is up to $15.0 million (to be increased to $17.0 million
from October 15, 1998 to December 15, 1998) for a term of three years. The
amount that may be borrowed is also limited to the sum of (i) 85% of eligible
accounts receivable, provided the dilution does not exceed 5.0% and after
implementation of an 11.0% dilution reserve against loan availability during the
season, and (ii) 55% of eligible finished goods inventory, not to exceed $6.5
million during April through September, $3.25 million in October, $2.5 million
in November, and $2.0 million in December. There will be no advances against
inventory during January through March of each year. The new facility provides
for a maximum letter of credit subline of $8.0 million.

The facility bears interest at the Prime interest rate plus 1.5%. Additionally,
the facility requires an annual facility of 0.5% due each anniversary of the
closing and a monthly letter of credit fee of 1.5% per annum of the face amount
of any standby and documentary letters of credit.

Simultaneous with the execution of the Agreement, the Company entered into a
Consent, Reaffirmation, and Release Agreement with US Bank NA. Pursuant to which
the Company retained a $3.0 million credit facility with that institution. The
US Bank Facility bears interest at Prime Rate plus 1.5% per annum until


                                       5
<PAGE>   7
                                   RIDE, INC.
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)


February 28, 1999 and Prime rate plus 2.0% per annum from March 1, 1999 through
and including the date Borrower repays the principal amount owed hereunder, is
subordinated to the CIT credit line, has a term of one year and is secured by
$1.8 million of promissory notes from Global Sports, Inc. Additionally, the
facility is secured by the personal guarantee of one of the Company's outside
directors, including certain real property owned by that director.

4.      EARNINGS PER SHARE

       The following table sets forth the computation of basic and diluted
earnings per share:

<TABLE>
<CAPTION>
                                                                Three  Months    Three Months
                                                                  Ended             Ended
                                                                Sept 30, 1998    Sept 30, 1997
                                                                -------------    -------------
                                                                     (In Thousands, Except
                                                                       Per Share Amounts)
<S>                                                               <C>             <C>
           Numerator
                 Net income                                       $  1,512        $    661
                 Preferred stock dividend                              (37)             (9)
                                                                  --------        --------

                 Numerator for basic earnings per share-             1,475             652
                     income available to common stockholders
                                                                  --------        --------

                 Numerator for diluted earnings per share -
                     income available to common stockholders
                     after assumed conversions                       1,475             652
                                                                  ========        ========

             Denominator
                 Denominator for basic earnings per share -
                     weighted average shares                        12,619          11,605
                                                                  --------        --------

                 Denominator for diluted earnings per share -
                     adjusted weighted average shares and
                     assumed conversions                            15,526          11,813
                                                                  ========        ========

                 Basic earnings per share                         $   0.12        $   0.06
                                                                  ========        ========

                 Diluted earnings per share                       $   0.10        $   0.06
                                                                  ========        ========
</TABLE>


5.      BUSINESS SEGMENTS

        The Company reports operating results in two segments due to distinct
product differences. These two segments include the Company's hardgoods and
softgoods product lines. The hardgoods segment includes snowboards, snowboard
bindings, snowboard boots, wakeboards, and wakeboard boots. The softgoods
segment includes apparel and accessories.




                                       6
<PAGE>   8

                                   RIDE, INC.
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                              Three months ended
                                             September 30, 1998                     September 30, 1997
                                    Apparel/                                Apparel/
                                   Accessories   Hardgoods    Total        Accessories   Hardgoods    Total
                                                                                            (In Thousands)
<S>                                 <C>          <C>         <C>           <C>            <C>        <C>
Revenues from external customers
     USA                            $2,843       $10,937     $13,780      $ 2,533        $ 8,402     $10,935
     Foreign                           294         4,308       4,602        1,651          5,629       7,280
                                    ------       -------     -------      -------        -------     -------
     Total                          $3,137       $15,245     $18,382      $ 4,184        $14,031     $18,215
                                    ======       =======     =======      =======        =======     =======

Interest Expense                        23           240         263           16            172         188
Depreciation and amortization exp.      28           178         206           56            282         338
Segment gain (loss)                    212         1,300       1,512          540            121         661
Segment assets                       5,072        44,251      49,323        7,819         52,261      60,080
Expenditures for long-lived assets       0             0           0            0             28          28

</TABLE>


      The SMP apparel and Smiley Hats subsidiaries are stand alone units and
make up approximately 54% of the Apparel and Accessory segment. The remaining
46% is comprised of the Ride apparel and accessory lines which are sold through
the traditional hardgoods distribution units, namely Ride Snowboards and Ride
Canada. The Sales for this remaining portion are specifically calculated.
Expenses and assets for the Apparel and Accessory segments of Ride Snowboards
and Ride Canada are allocated based on sales.

      Plant and equipment, goodwill and other long-lived assets of $17,499
represent $17,243 located in the United States, the Company's country of
domicile, and $256 located in Canada.

6.    SUBSEQUENT EVENT

      a.    ASSET SALE

      Effective November 2, 1998, the Company sold the operating assets and
inventory of its Chula Vista, California-based, subsidiary SMP Clothing, Inc. to
SMP's Australian licensee for $2,081,412. The purchase price consists of a cash
payment of $250,000 and promissory notes for the balance due on or before March
31, 1999. The notes are secured by a first position in the assets being sold. As
part of the transaction, Ride will retain SMP's current liabilities and accounts
receivable in the approximate amounts of $300,000 and $1,100,000, respectively.

      b.    SERIES B PREFERRED SHARE CONVERSION

      The terms of the Series B 5% Cumulative Preferred Stock of the Company
issued to Advantage Fund II, Ltd. ("Investor") in December 1997, provide, among
other things, that Investor may cause the Company to redeem for cash payment
certain amounts of such Preferred Stock in the event of a drop in the price of
the Company's Common Stock such that a conversion of all the Preferred Stock
would cause Investor to exceed the Nasdaq National Market System's rule 
requiring shareholder approval for sales of more than 20% of a company's
outstanding common stock. In September 1998, the Company was informally notified
by Investor that Investor's Preferred Stock redemption rights had arisen the
preceding month due to a decline in the Company's Common Stock share price in
the corresponding period. Subsequent to such informal notice, the Company and
Investor entered into negotiations resulting in an agreement pursuant to which
and subject to approval by the Company's lenders, CIT Group/Credit Finance, Inc.
and US Bank NA, the 2,284 shares of Preferred Stock of the Company issued to
Investor would be converted to debt in the form of a promissory note in the
amount of $2,626,600 (the "Note"). It is intended the Note would bear interest
at the rate of five percent (5%) per annum, be convertible to Common Stock by
Investor commencing January 1, 1999 pursuant to an agreed-upon schedule, be
redeemable by the Company at any time, and be secured by a security interest in
the Company's assets subordinate to the outstanding security interests in favor
of senior secured creditors. There can be no assurance that CIT and US Bank will
approve the conversion of the Preferred Stock to debt. In addition, if the
Preferred Stock is converted, there can be no assurance that the Company will be
successful in repaying the Note for cash. The Company's inability to
successfully satisfy the Note would have a material adverse impact on the
Company's 


                                       7
<PAGE>   9

                                   RIDE, INC.
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)


capital structure or financial condition as Investor could convert its Preferred
Stock into Common Stock or force the Company to redeem for cash payment shares
of Preferred Stock.



                                       8
<PAGE>   10

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS.

To the extent that this Quarterly Report on Form 10-Q discusses financial
projections, information or expectations about the Company's products or
markets, or otherwise makes statements about the future, such statements are
forward looking and are subject to a number of risks and uncertainties that
could cause actual results to differ materially from the statements made. These
factors include the competitive environment, industry and product
concentrations, dependence on third-party selling efforts and other risks
outlined in more detail in the Company's Annual Report on Form 10-K as filed
with the Securities and Exchange Commission for the fiscal year ended June 30,
1998. Certain forward looking statements contained in the following discussion
are more specifically identified with the symbol (*).

GENERAL

   The Company is a leading designer, manufacturer and marketer of snowboards
and related products through its subsidiaries: Ride Snowboard Company ("Ride
Snowboards"), Ride Manufacturing, Inc. ("Ride Manufacturing"), Ride Canada, Inc.
("Ride Canada"), SMP Clothing, Inc. ("SMP"), Smiley Hats, Inc. ("Smiley") and
Carve, Inc. ("US2"). The Company was founded in September 1992 and acquired
C.A.S. Sports International, Inc. and C.A.S. Sports Agency, Inc. (collectively,
"CAS") in August 1994, Ride Manufacturing in September 1995 and SMP in October
1995. The Company also acquired 5150 Snowboards, Inc. ("5150") in September 1995
and later merged 5150 with and into Ride Snowboards. In October 1996, the
Company transferred substantially all of the Canada-based operating assets and
liabilities of CAS (other than fixed assets) into Ride Canada, a newly formed
corporation, and all of the US-based operating assets and liabilities of CAS
into Ride Snowboards, and sold the CAS entities. In June 1997, the Company
acquired substantially all of the assets and liabilities of Device Mfg Corp. and
transferred those assets and liabilities to Ride Snowboards. In July 1997, the
Company's newly formed Smiley subsidiary acquired substantially all of the
assets of Galena Creek Trading Corp. In December 1997, the Company acquired US2
Sports Group Inc. through a merger of that company with and into Carve, Inc., a
newly formed corporation. The results of operations of these acquired
subsidiaries are included in the Company's financial statements from their
respective dates of acquisition through their applicable dates of disposition.

   Because snowboarding traditionally is a winter sport and the Company's sales
are concentrated in the northern hemisphere, sales of the Company's products
predominantly occur in the months of July through December, the Company's first
and second fiscal quarters. Because relatively lower net sales are realized in
the months of January through June of each year, the Company expects to incur
operating losses in its third and fourth fiscal quarters for the foreseeable
future. The Company expects the addition of wakeboarding products to its product
line-up through its acquisition of US2 will help to supplement sales in the
third and fourth quarters of the year in future periods. In addition to seasonal
fluctuations, the Company's operating results fluctuate from quarter to quarter
as a result of the timing of order shipments, new product introductions, new
retailer openings, consumer buying patterns, weather conditions, discretionary
spending habits, general economic conditions in the United States and abroad and
other factors. Furthermore, the Company's gross margins fluctuate with product
mix, the timing of product price adjustments and the mix of international and
domestic sales. See "Business - Risk Factors Seasonality; Fluctuations in
Quarterly Operating Results."

The Company accumulates a backlog of orders beginning in February as a result of
preseason orders placed in connection with winter sports trade shows. The
backlog decreases beginning in late spring as product begins to be shipped and
is usually insignificant by the end of the year. Backlog in the snowboarding
industry is subject to delay or cancellation.

RESULTS OF OPERATIONS

QUARTER ENDED SEPTEMBER 30, 1998 COMPARED WITH QUARTER ENDED SEPTEMBER 30, 1997


                                       9
<PAGE>   11

Net sales in the first quarter of 1998 were $18.4 million compared to $18.2
million in the comparable quarter of 1997.

      Hard goods (defined as snowboards, bindings, boots, wake boards and
skateboards) represented 83% of first quarter 1998 net sales while soft goods
(apparel and accessories) made up 17%. For the comparable quarter of 1997, hard
goods comprised 77% of sales and soft goods 23%. For the first quarter of 1998,
sales in North America made up 75% of total sales with international sales
representing the remaining 25%. For the comparable quarter of 1997, North
America represented 60% of total sales and international 40%. The decrease in
the ratio of international sales from 1997 to 1998 relates almost totally to a
decrease in the sale of SMP and Ride apparel in Japan.

      Gross margins remained at 32.5% for the three month periods ended
September 30, 1998 versus 32.0% for the same period in 1997. Gross margins were
positively impacted by favorable sourcing arrangements and manufacturing cost
reductions, offset by sales of lower margin 1997 close out products.

      Selling, general and administrative expenses were $4.3 million for the
first quarter of 1998 compared to $4.6 million in the same period of 1997. This
decrease was due primarily to staff reductions, lower executive salaries, and
lower variable expenses associated with the lower sales volumes (primarily
commissions).

      Interest income was $46,000 in the first quarter of 1998 compared with
$50,000 for the same period of 1997.. Interest expense in the first quarter of
1998 increased to $263,000 from $188,000 in the same quarter of 1997 due to a
generally higher level of direct advances on the Company's revolving credit
facility during the 1998 period.

      For the three months ended September 30, 1998, there was no income tax
expense recorded as the Company was in a net operating loss carryforward
position. For the three months ended September 30, 1997 a tax expense of
$440,000 was recorded.

LIQUIDITY AND CAPITAL RESOURCES

      During the first quarter of 1998, the Company financed its operations
primarily through collection of receivables and the Company's line of credit
facility. Net cash used in operating activities totaled $7.8 million in the
first quarter of 1998 compared with $6.9 million in the comparable period of
1997. This increase was due to primarily to an increase in accounts receivable
offset by a smaller inventory buildup in 1998 than in 1997, and the proceeds of
a tax refund from the 1997 taxation year. Net cash used in investing activities
totaled $0.1 million during the first quarter of 1998 compared to $0.6 million
in the comparable period in 1997. The reduction from 1997 to 1998 relates almost
entirely to the Smiley acquisition in the period ending September 30, 1997. Net
cash provided by financing activities totaled $11.7 million in the first quarter
of 1998 compared with $4.9 million in the comparable period of 1997. The primary
financing activity for both periods were net advances on the Company's line of
credit of $11.8 million in 1998 and $5.0 million in 1997.

      The Company operates in a highly seasonal business, generating the
majority of its sales in the months of July through December. The Company's cash
receipts from its North American customers are received predominantly in the
months of December, January and February while its international customers
generally pay by cash in advance or letter of credit. In order to finance
operations and manufacture and purchase products during the remainder of the
year, the Company has historically utilized a revolving line of credit.

      On August 31, 1998, the Company entered into a Loan and Security Agreement
("Agreement") with CIT Group/Credit Finance, Inc. ("CIT") which credit facility
replaces the Company's prior credit facility. The Company's line of credit under
the new credit facility is up to $15.0 million (to be increased to $17.0 million
from October 15, 1998 to December 15, 1998) for a term of three years. The
amount that may be borrowed is also limited to the sum of (i) 85% of eligible
accounts receivable, provided the dilution does not exceed 5.0% and after
implementation of an 11.0% dilution reserve against loan availability during the
season, and (ii) 55% of eligible



                                       10
<PAGE>   12

finished goods inventory, not to exceed $6.5 million during April through
September, $3.25 million in October, $2.5 million in November, and $2.0 million
in December. There will be no advances against inventory during January through
March of each year. The new facility provides for a maximum letter of credit
subline of $8.0 million.

      The facility bears interest at the Prime interest rate plus 1.5% and is
collateralized by substantially all the assets of the Company. Additionally, the
facility requires an annual facility of 0.5% due each anniversary of the closing
and a monthly letter of credit fee of 1.5% per annum of the face amount of any
standby and documentary letters of credit.

      Simultaneous with the execution of the Agreement, the Company entered into
a Consent, Reaffirmation, and Release Agreement with US Bank NA. Pursuant to
which the Company retained a $3.0 million credit facility with that institution.
The US Bank Facility bears interest at Prime Rate plus 1.5% per annum until
February 28, 1999 and Prime rate plus 2.0% per annum from March 1, 1999 through
and including the date Borrower repays the principal amount owed hereunder, is
subordinated to the CIT credit line, has a term of one year and is secured by
$1.8 million of promissory notes from Global Sports, Inc. Additionally, the
facility is secured by the personal guarantee of one of the Company's outside
directors, including certain real property owned by that director.

      The Company believes the CIT Line is adequate to meet the current needs of
its business. There is, however, no assurance the CIT Line is sufficient to fund
the demands of the Company's future growth. To this end, the Company and CIT
have agreed to review the line in March 1999 with a view to increasing same if
then current business conditions warrant doing so. However, there can be no
assurance such an increase in the CIT Line will be available even if the
Company's business prospects at that time require and warrant doing so. In
addition, availability of funds under the CIT Line is at all times conditioned
on the Company achieving certain collateral requirements. There can be no
assurance such requirements will be achieved or, if achieved, that they can be
consistently maintained. The Company's inability to increase the CIT Line or
meet or maintain specific collateral requirements could each have a material
adverse impact on the Company's financial condition and could result in a
substantial limitation or reduction in the scope of the Company's business. With
respect to the US Bank Line, the Company is obligated to satisfy all sums due
thereunder on or before its August 30, 1999 expiration date. There can be no
assurance the Company will be successful in doing so. The Company's inability to
successfully satisfy or extend the US Bank Line, if necessary, could have a
material adverse impact on the Company's financial conditions.

      The Company and Advantage Fund II, Ltd. ("Investor") have agreed that,
subject to approval by CIT and US Bank, the 2,284 shares of Series B 5%
Cumulative Preferred Stock of the Company issued to Investor in December 1997,
are to be converted to debt in the form of a promissory note in the amount of
$2,626,600 (the "Note"). It is intended the Note would bear interest at the rate
of five percent (5%) per annum, be convertible to common stock by Investor
commencing January 1, 1999 pursuant to an agreed-upon schedule, be redeemable by
the Company at any time, and be secured by a security interest in the Company's
assets subordinate to the outstanding security interests in favor of senior
secured creditors. There can be no assurance that CIT and US Bank will approve
the conversion of the Preferred Stock to debt. In addition, if the Note is
converted, there can be no assurance that the Company will be successful in
redeeming the Note for cash. The Company's inability to successfully redeem the
Note would have a material adverse impact on the Company's capital structure or
financial condition as Investor could convert its Preferred Stock into Common
Stock or force the Company to redeem shares of Preferred Stock.

      The "year 2000 problem" is the result of computer programs being written
using two digits rather than four to define the applicable year. Software
programs and systems that have date-sensitive features may recognize a date
using "00" as the year 1900 instead of the year 2000. The Company has assessed
its year 2000 needs and has purchased and is presently installing year
2000-compliant software in all its known non-compliant hardware and software
systems, which installation the Company anticipates will be completed by the
June 30, 1999 year-end. The cost of the purchase and installations of the year
2000-compliant software is anticipated to exceed $250,000. The Company is in the
process of reviewing with each of its material suppliers, service providers and
customers the steps each is taking to insure their respective computer systems
of third parties on whose commercial efforts the Company directly or indirectly
relies, will be year 2000-compliant in a timely fashion. Because the Company has



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<PAGE>   13

not completed its review of its material third party suppliers, service
providers and customers, it has not created a contingency plan setting forth
what steps will be taken if such third parties are not year 2000 compliant by
December 31, 1999. Based on information received from its third party vendors,
service providers and customers, the Company intends to have a contingency plan
in place by June 1999. The failure of third parties to be year 2000 compliant
could cause material delays in the design, manufacture and shipment of products,
delay in payment for products, and delay in the availability of credit of funds
necessary to operate the business of the Company. The failure of the Company's
or one or more third-party's computer systems as a result of year 2000
non-compliance may have a material adverse effect on the Company's business and
results of operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.

None.







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<PAGE>   14



PART II  -  OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

In March 1997, a shareholder filed a lawsuit against the Company and four of its
current or former officers and directors, styled Murray v. Ride, Inc. et al. The
lawsuit alleges violations of certain federal securities laws and state laws,
and purports to seek unspecified monetary damages on behalf of a class of
shareholders who purchased the Company's common stock during the period of
August 10, 1995 through December 30, 1996. In August 1998, the Company, together
with the individually named defendants, entered into a Memorandum of
Understanding with the plaintiffs in the lawsuit, wherein the parties have
agreed to settle the lawsuit upon the following principal terms: (1) a
settlement fund will be created consisting of: (a) $3,000,000 cash paid by the
Company's insurance carrier; and (b) warrants to purchase 600,000 shares of the
Company's Common Stock, exercisable for a four year period ending December 31,
2002 at a price of $3.00 per share; and (2) the dismissal of the lawsuit against
all named defendants with prejudice. The Memorandum of Understanding is
presently being reduced to a Stipulation of Settlement, which will be presented
to the Court for approval. While the Company anticipates approval will be
forthcoming, there can be no assurance the Court will approve the settlement. In
the event Court approval of the settlement is denied, the Company expects the
litigation will resume and the Company will renew its vigorous defense of the
claims. In the event of a renewal of the litigation, an award of monetary
damages against the Company in excess of applicable insurance, if any, the
expenditure of significant sums in the defense thereof or diversion of
management's attention from other business concerns, could each have a material
adverse effect on the Company's financial condition and results of operations.

The Company is also engaged in legal proceedings against Switch Manufacturing,
Inc. alleging patent infringement and seeking monetary damages. While the
Company intends to vigorously prosecute the lawsuit, there can be no assurance
that the Company will prevail in the action. The expenditure of significant sums
in the prosecution of the action could have a material adverse effect on the
Company's financial condition and results of operations.

ITEM 2.  CHANGES IN SECURITIES

None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5.  OTHER INFORMATION

      A.   ASSET SALE

      Effective November 2, 1998, the Company sold the operating assets and
inventory of its Chula Vista, California-based, subsidiary SMP Clothing, Inc. to
SMP's Australian licensee for the sum of $2,081,412. The purchase price consists
of a cash payment of $250,000 and promissory notes for the balance due on or
before March 31, 1999. The notes are secured by a first position in the assets
being sold. As part of the transaction, Ride retains SMP's current liabilities
and accounts receivable in the approximate amounts of $300,000 and $1,100,000,
respectively.

      B.   SERIES B PREFERRED SHARE CONVERSION



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<PAGE>   15
      The terms of the Series B 5% Cumulative Preferred Stock of the Company
issued to Advantage Fund II, Ltd. ("Investor") in December 1997, provide, among
other things, that Investor may cause the Company to redeem for cash payment
certain amounts of such Preferred Stock in the event of a drop in the price of
the Company's Common Stock such that a conversion of all of the Preferred Stock
would cause Investor to exceed the Nasdaq National Market System's rule
requiring shareholder approval for sales of more than 20% of a company's
outstanding common stock. In September 1998, the Company was informally notified
by Investor that Investor's Preferred Stock redemption rights had arisen the
preceding month due to a decline in the Company's Common Stock share price in
the corresponding period. Subsequent to such informal notice, the Company and
Investor entered into negotiations resulting in an agreement pursuant to which
and subject to approval by the Company's lenders, CIT Group/Credit Finance, Inc.
and US Bank NA, the 2,284 shares of Preferred Stock of the Company issued to
Investor would be converted to debt in the form of a promissory note in the
amount of $2,626,600 (the "Note"). It is intended the Note would bear interest
at the rate of five percent (5%) per annum, be convertible to Common Stock by
Investor commencing January 1, 1999 pursuant to an agreed-upon schedule, be
redeemable by the Company at any time, and be secured by a security interest in
the Company's assets subordinate to the outstanding security interests in favor
of senior secured creditors. There can be no assurance that CIT and US Bank will
approve the conversion of the Preferred Stock to debt. In addition, if the
Preferred Stock is converted, there can be no assurance that the Company will be
successful in repaying the Note for cash. The Company's inability to
successfully satisfy the Note would have a material adverse impact on the
Company's capital structure or financial condition as Investor could convert its
Preferred Stock into Common Stock or force the Company to redeem for cash
payment shares of Preferred Stock.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits

<TABLE>
<CAPTION>
                                                                                      Manual
Exhibit No.  Description                                                              Page No.
-----------  -----------                                                              --------
<S>          <C>                                                                      <C>
   10.82     Asset Purchase Agreement between SMP Clothing PTY Ltd., SMP [USA]
             Inc., Ride, Inc. and SMP Clothing, Inc., dated as of November 2, 1998

   10.83     Intellectual Property Purchase Agreement between SMP Clothing
             [International] PTY Ltd., Ride, Inc. and SMP Clothing, Inc., dated
             as of November 2, 1998

    27.1     Financial Data Schedule
</TABLE>


(b)   Reports on Form 8-K

There were no reports filed on Form 8-K during the quarter ended September 30,
1998.









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<PAGE>   16



                                   SIGNATURES

In accordance with the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



       RIDE, INC.
       -----------------------------------
       (Registrant)




Dated:  November 16, 1998            By  /s/ Robert F. Marcovitch
                                          -------------------------------------
                                          Robert F. Marcovitch
                                          President and Chief Executive Officer



Dated:  November 16, 1998           By  /s/  Gregory S. Cook
                                         -------------------------------------
                                         Gregory S. Cook
                                         Chief Financial Officer/COO









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