SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For Quarter Ended: Commission File No.:
November 30, 2000 0-16442
FIRST TEAM SPORTS, INC.
(Exact name of Registrant as specified in its charter)
Minnesota 41-1545748
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1201 Lund Boulevard
Anoka, Minnesota 55303
(Address of principal executive offices)
Registrant's telephone number, including area
code:
(612) 576-3500
--------------------------------------
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: 5,907,511 shares of Common
Stock, $.01 par value per share, outstanding as of January 10, 2001.
<PAGE>
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
FIRST TEAM SPORTS, INC.
CONSOLIDATED BALANCE SHEETS
November 30, 2000 and February 29, 2000
<TABLE>
<CAPTION>
November 30, February 29,
ASSETS 2000 2000
----------- -----------
(Unaudited)
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 1,136,151 $ 860,671
Receivables:
Trade, less allowance for
doubtful accounts of $790,000 at
November 30, 2000 and $765,000
at February 29, 2000 9,878,301 15,918,474
Inventories 9,923,177 12,079,722
Prepaid expenses 995,067 1,331,238
Deferred income taxes 778,000 1,179,000
----------- -----------
Total current assets 22,710,696 31,369,105
PROPERTY AND EQUIPMENT,
Land 600,000 600,000
Building 4,988,680 4,988,680
Production equipment 2,455,218 2,382,555
Office furniture and equipment 2,236,209 1,956,004
Warehouse equipment 1,047,232 945,377
Vehicles 91,495 97,007
----------- -----------
11,418,834 10,969,623
Less accumulated depreciation 5,064,216 4,411,801
----------- -----------
6,354,618 6,557,822
DEFERRED INCOME TAXES 1,893,000 1,821,000
OTHER ASSETS
License agreements, less accumulated
amortization of $4,298,000 at November
30, 2000 and $4,036,000 at February
29, 2000 1,068,713 1,330,704
Goodwill, less accummulated amortization
of $617,000 at November 30, 2000 and
$463,000 at February 29, 2000 875,918 1,029,528
Other 78,520 140,349
----------- -----------
2,023,151 2,500,581
----------- -----------
$32,981,465 $42,248,508
=========== ===========
</TABLE>
See accompanying notes.
<PAGE>
FIRST TEAM SPORTS, INC.
CONSOLIDATED BALANCE SHEETS (CONTINUED)
November 30, 2000 and February 29, 2000
<TABLE>
<CAPTION>
November 30, February 29,
LIABILITIES AND SHAREHOLDERS' EQUITY 2000 2000
----------- -----------
(Unaudited)
<S> <C> <C>
CURRENT LIABILITIES
Notes payable to bank $ -- $ 4,912,275
Current maturities of
long-term debt 546,125 850,859
Accounts payable, trade 2,112,133 4,656,107
Accrued expenses 1,125,859 1,735,399
----------- -----------
Total current liabilities 3,784,117 12,154,640
LONG-TERM DEBT,
less current maturities 5,312,094 5,693,696
Deferred income taxes 71,000 90,000
DEFERRED REVENUE 511,480 523,000
SHAREHOLDERS' EQUITY
Common Stock, par value $.01 per
share; authorized 10,000,000
shares; issued and outstanding
5,907,511 shares at November 30, 2000,
and 5,803,848 February 29, 2000 59,075 58,602
Additional paid-in capital 10,006,638 9,926,180
Retained earnings 14,436,426 14,665,261
Accumulated other comprehensive loss (1,199,365) (862,871)
----------- -----------
23,302,774 23,787,172
----------- -----------
$32,981,465 $42,248,508
=========== ===========
</TABLE>
See accompanying notes.
<PAGE>
FIRST TEAM SPORTS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three months ended Nine months ended
November 30, November 30,
2000 1999 2000 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net sales $ 8,349,138 $ 9,575,365 $ 32,784,845 $ 30,900,446
Cost of goods sold 5,798,029 7,159,744 22,746,161 22,211,351
------------ ------------ ------------ ------------
Gross profit 2,551,109 2,415,621 10,038,684 8,689,095
------------ ------------ ------------ ------------
Operating expenses:
Selling 1,109,390 943,483 3,789,683 3,192,789
General and
administrative 1,815,367 1,935,576 5,788,957 5,929,599
------------ ------------ ------------ ------------
2,924,757 2,879,059 9,578,640 9,122,388
------------ ------------ ------------ ------------
Operating (loss)/Income (373,648) (463,438) 460,044 (433,293)
Other income
(expense):
Interest expense (203,684) (274,985) (762,620) (713,728)
------------ ------------ ------------ ------------
Loss before
income tax benefit (577,332) (738,423) (302,576) (1,147,021)
Income tax benefit 179,257 285,559 73,740 350,511
------------ ------------ ------------ ------------
Net loss for the
period $ (398,075) $ (452,864) $ (228,836) $ (796,510)
============ ============ ============ ============
Net loss per share:
Basic and Diluted ($ 0.07) ($ 0.08) ($ 0.04) ($ 0.14)
Shares used in computation of
net loss per share:
Basic and Diluted 5,899,846 5,852,188 5,876,164 5,832,057
</TABLE>
See accompanying notes
<PAGE>
FIRST TEAM SPORTS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For Nine Months Ended November 30, 2000 and 1999
(Unaudited)
<TABLE>
<CAPTION>
November 30, November 30,
CASH FLOWS FROM OPERATING ACTIVITIES 2000 1999
----------- -----------
<S> <C> <C>
Net Loss $ (228,836) $ (796,510)
Adjustments required to reconcile net
loss to net cash provided by
operating activities:
Depreciation 661,515 869,810
Amortization 477,424 432,290
Deferred income taxes 310,000 --
Deferred revenue (11,520) --
Change in assets and liabilities:
Receivables 5,949,102 1,552,159
Inventories 1,949,717 (1,552,755)
Prepaid expenses 329,991 148,770
Accounts payable (2,509,134) 395,683
Accrued expenses (593,328) (525,404)
Income taxes -- 942,156
----------- -----------
Net cash provided by
operating activities 6,334,931 1,466,199
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment (464,647) (147,364)
----------- -----------
Net cash used in investing activities (464,647) (147,364)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Net payments on short-term borrowings (4,912,275) (260,052)
Proceeds on long-term borrowings -- 4,500,000
Principal payments on long-term
borrowings (686,182) (4,757,269)
Net proceeds from exercise of stock options 80,931 85,334
----------- -----------
Net cash used in
financing activities (5,517,526) (431,987)
----------- -----------
Increase in cash and cash
equvalents 352,758 886,848
Effect of foreign currency translation (77,278) (48,200)
Cash and cash equivalents:
Beginning 860,671 723,574
----------- -----------
Ending $ 1,136,151 $ 1,562,222
=========== ===========
</TABLE>
See accompanying notes
<PAGE>
FIRST TEAM SPORTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1.
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Rule 10-01 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
only of normal recurring accruals) necessary for a fair presentation have been
included. The operating results for the period ended November 30, 2000 are not
necessarily indicative of the operating results to be expected for the full
fiscal year.
For further information, refer to the financial statements and footnotes thereto
included in the Company's annual report or Form 10-K for the year ended February
29, 2000.
NOTE 2.
During the quarters ended November 30, 2000 and 1999, total
comprehensive loss amounted to ($571,787) and ($393,073) respectively. During
the nine-month period ended November 30, 2000 and 1999, total comprehensive loss
amounted to ($565,330) and ($953,146) respectively.
<PAGE>
NOTE 3.
<TABLE>
<CAPTION>
Basic EPS Diluted EPS
2000 1999 2000 1999
---- ---- ---- ----
(in thousands, except per share data)
Three Months Ended November 30
<S> <C> <C> <C> <C>
Net Loss ($ 398) ($ 453) ($ 398) ($ 453)
======= ======= ======= =======
Weighted average common
shares outstanding 5,899 5,852 5,899 5,852
Stock options -- -- -- --
------- ------- ------- -------
Total common equivalent
shares outstanding 5,899 5,852 5,899 5,852
======= ======= ======= =======
Net Loss per share ($ .07) ($ .08) ($ .07) ($ .08)
Nine Months Ended November 30
Net Loss ($ 228) ($ 797) ($ 228) ($ 797)
======= ======= ======= =======
Weighted average common
shares outstanding 5,876 5,832 5,876 5,832
Stock options -- -- -- --
------- ------- ------- -------
Total common equivalent
shares outstanding 5,876 5,832 5,876 5,833
======= ======= ======= =======
Net Loss per share ($ .04) ($ .14) ($ .04) ($ .14)
</TABLE>
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
First Team Sports, Inc. is a leading manufacturer, designer and
marketer of brand name sporting goods. The Company's product groups consist of
in-line skates, in-line accessories and parts (primarily protective wear and
replacement wheels and bearings), ice hockey sticks, ice hockey and figure
skates, and ice hockey protective wear and accessories. Within the product
groups, the Company maintains Ultra Wheels(TM) and Skate Attack(TM) in-line
product lines and a Hespeler(TM) ice hockey line. The Ultra Wheels line consists
of higher quality and higher priced products that are targeted for specialty and
sporting goods chain store customers. The Skate Attack line consists of lower
priced products for the mass merchant customers. The Hespeler ice hockey line
consists of high quality products that are targeted for the specialty and
sporting goods chain stores.
RESULTS OF OPERATIONS
Net Sales. Net sales were $8.4 million in the third quarter of fiscal 2001, a
decrease of 12.5% over the comparable quarter of fiscal 2000 when sales were
$9.6 million. Net sales for the first nine months of fiscal 2001 were $32.8
million, compared to $30.9 million for the first nine months of fiscal 2000, an
increase of 6.1%. A decrease in unit sales of Skate Attack brand in-line skates
was the principal factor in the Company's net sales decrease in the third
quarter of fiscal 2001. An increase in unit sales of the Ultra Wheels brand of
in-line skates and Hespeler ice hockey products along with an increase in the
overall sales price per unit were the principal factors in the Company's net
sales increase for the nine-month period of fiscal 2001.
A breakdown and analysis for the Company's main product lines is as follows:
<TABLE>
<CAPTION>
Third Quarter
-----------------------------------------------------------
(dollar amount in millions) Fiscal 2001 Fiscal 2000
----------- -----------
Amount % Amount % % Change
------------ ----------- ----------- ------------ -----------
<S> <C> <C> <C> <C> <C>
In-line Skates $6.0 71.4 $6.9 71.9 (13.0)
In-line Accessories and Parts 0.7 8.3 1.1 11.5 (36.4)
Ice Hockey Sticks 0.5 6.0 0.6 6.2 (16.7)
Ice Hockey Protective and Access. 1.2 14.3 1.0 10.4 20.0
------------ ----------- ----------- ------------ -----------
Total Net Sales $8.4 100.0% $9.6 100.0% (12.5%)
============ =========== =========== ============ ===========
<CAPTION>
Nine Months YTD
-----------------------------------------------------------
(dollar amount in millions) Fiscal 2001 Fiscal 2000
----------- -----------
Amount % Amount % % Change
------------ ----------- ----------- ------------ -----------
<S> <C> <C> <C> <C> <C>
In-line Skates $22.3 68.0 $21.1 68.3 5.7
In-line Accessories and Parts 3.3 10.1 3.7 12.0 (10.8)
Ice Hockey Sticks 2.1 6.4 2.2 7.1 (4.5)
Ice Hockey Protective and Access. 5.1 15.5 3.9 12.6 30.8
------------ ----------- ----------- ------------ -----------
Total Net Sales $32.8 100.0% $30.9 100.0% 6.1%
============ =========== =========== ============ ===========
</TABLE>
<PAGE>
The Company distributes products to numerous countries worldwide. A geographic
breakdown is as follows:
<TABLE>
<CAPTION>
Third Quarter
-----------------------------------------------------------
(dollar amount in millions) Fiscal 2001 Fiscal 2000
----------- -----------
%
Amount % Amount % Change
------------ ----------- ----------- ------------ -----------
<S> <C> <C> <C> <C> <C>
Domestic $7.0 83.3 $8.2 85.4 (14.6)
Canada 1.1 13.1 0.7 7.3 57.1
Europe 0.1 1.2 0.5 5.2 (80.0)
Other International 0.2 2.4 0.2 2.1 --
------------ ----------- ----------- ------------ -----------
Total Net Sales $8.4 100.0% $9.6 100.0% (12.5%)
============ =========== =========== ============ ===========
<CAPTION>
First Nine Months
-----------------------------------------------------------
(dollar amount in millions) Fiscal 2001 Fiscal 2000
----------- -----------
%
Amount % Amount % Change
------------ ----------- ----------- ------------ -----------
<S> <C> <C> <C> <C> <C>
Domestic $23.0 70.1 $19.5 63.1 17.9
Canada 7.4 22.5 8.3 26.9 (10.8)
Europe 1.2 3.7 2.2 7.1 (45.5)
Other International 1.2 3.7 0.9 2.9 33.3
------------ ----------- ----------- ------------ -----------
Total Net Sales $32.8 100.0% $30.9 100.0% 6.1%
============ =========== =========== ============ ===========
</TABLE>
Several factors contributed to the Company's sales performance in the third
quarter and nine-month period of fiscal 2001. The decrease in domestic sales in
the third quarter was the result of a large decline in sales of the Company's
Skate Attack products to mass merchant customers due to their general reduction
in branded in-line skate offerings. This decrease was partially offset by a
continued increase in sales of the Company's Ultra Wheels products to the large
national sporting goods chains ("big box" retailers). The increase in domestic
sales during the first nine months of fiscal 2001 is the result of the strong
acceptance of the Company's Ultra Wheels products by the big box retailers.
During the third quarter and nine-month period of fiscal 2001, approximately 84%
and 70%, respectively, of the Company's in-line skate sales were to sporting
good chain stores, compared to 43% and 43%, respectively, during the third
quarter and nine-month period of fiscal 2000. The increased sales in Canada for
the third quarter was primarily the increase in holiday product sales over the
prior year. The decreased sales in Canada for the first nine months of fiscal
2001 was primarily the result of the Company receiving product from its
manufacturers earlier this calendar year than in prior years and filling a
greater portion of Spring season orders from Canada during the Company's fourth
quarter ended February 29, 2000, combined with a slight slow down in reorders
due to poor weather conditions throughout the spring season in Canada. The
decrease in European sales for the quarter and nine-month period was primarily
the result of continued competitive pressures in the European in-line skate
market, the continued number of in-line skate customers buying direct from
Pacific Rim manufacturers and the effects of the strong US dollar. The increase
in other international sales was primarily the result of the Company's continued
efforts to open up new accounts in the international arena.
<PAGE>
The national and international markets in-line skating continue to be
very competitive and under extreme price competition.
Gross Margin. As a percentage of net sales, the Company's gross margin was 30.6%
in the third quarter of fiscal 2001, compared to 25.2% in the third quarter of
fiscal 2000. The gross margin as a percentage of net sales for the nine-month
period of fiscal 2001 was 30.6%, compared to 28.1 % for fiscal 2000.
The increase in the gross margin in the third quarter and for the nine-month
period is primarily due to an increase in the percentage of Ultra Wheels skate
sales versus Skate Attack skate sales and an increase of total sales related to
Hespeler products.
The Company's UltraWheels brand of in-line skates accounted for approximately
99% and 96%, respectively, of total in-line skate sales in the third quarter and
for the nine- month period of fiscal 2001, compared to 73% and 81%,
respectively, in fiscal 2000, while the Company's Skate Attack brand accounted
for 1% and 4%, respectively, of total in-line skate sales in the third quarter
and for the nine-month period of fiscal 2001, compared to 27% and 19%,
respectively, in fiscal 2000. The Hespeler brand accounted for approximately 20%
and 22% of total net sales in the third quarter and for the nine-month period of
fiscal 2000, compared to 17% and 20%, respectively, in fiscal 2000.
Operating Expenses. Selling expenses were $1.1 million, or 13.3% of total net
sales, in the third quarter and $3.8 million, or 11.6% of total net sales, for
the nine-month period of fiscal 2001, compared to $940,000 or 9.9% in the third
quarter and $3.2 million or 10.3% for the nine-month period of fiscal 2000. The
increase in selling expenses in fiscal 2001 is primarily the result of an
increase in commissions and co-op advertising costs associated with the
increased sales volume to the big box retailers.
General and administrative expenses were $1.8 million, or 21.6% of total net
sales in the third quarter and $5.8 million, or 17.7% of total net sales, for
the nine-month period of fiscal 2001 compared to $1.9 million or 20.2 % in the
third quarter and $5.9 million or 19.2% for the nine-month period of fiscal
2000. The decrease in the general and administrative expenses in the third
quarter and in the nine-month period of fiscal 2001 was primarily due to the
Company's continued control over expenditures despite an increase in sales
volume.
Other Income and Expense. Interest expense was $204,000 in the third quarter and
$763,000 for the nine-month period of fiscal 2001, compared to $275,000 in the
third quarter and $714,000 for the nine-month period of fiscal 2000. The
decrease in interest expense for third quarter was primarily due to a decrease
in the Company's line of credit facility. The increase in interest expense for
the nine-month period of fiscal 2001 was primarily an increase in the bank prime
which affected both the Company's revolving line of credit facility and its term
loan.
<PAGE>
Provision for Income Taxes. The Company's effective tax rate was 31.0% and
24.4%, respectively, in the third quarter and the nine-month period of fiscal
2001, compared to 38.7% and 30.6%, respectively, in the third quarter and
nine-month period of fiscal 2000. The decrease in 2001 was primarily due to the
effect of state and foreign tax rates, the percentage of state and foreign
revenues, deferred tax items and the level of pre-tax losses.
Net Loss. The Company had a net loss of ($398,000), or ($.07) per share, in the
third quarter of fiscal 2001, compared to a net loss of ($453,000), or ($.08)
per share, in fiscal 2000. The Company had a net loss of ($229,000), or ($.04)
per share, for the nine-month period of fiscal 2001 compared to a net loss of
($797,000), or ($.14) per share, in fiscal 2000. The decrease in the net loss
for the both the third quarter and the nine-month periods can be attributed to
the increased net sales, improved gross margins, and management's continued
control over the Company's operating expenses, all as discussed above.
LIQUIDITY AND CAPITAL RESOURCES
In the nine-month period of fiscal 2001, the Company's operations provided $6.3
million of cash compared to $1.5 million of cash in the nine-month period of
fiscal 2000. The cash provided by operations in the current year was primarily
the result of a decrease in the Company's receivable and inventory balances. The
cash provided by operations in the prior year was primarily the result of a
decrease in the Company's receivable balances and a receipt of income tax
refunds.
Net cash used in investing activities was $465,000 in the nine-month period of
fiscal 2001, compared to $148,000 in the nine-month period of fiscal 2000. The
use of cash for investing activities in both fiscal 2001 and 2000 was
attributable to equipment purchases.
Net cash used in financing activities was $5.5 million in the nine-month period
of fiscal 2001, compared to $432,000 in the nine-month period of fiscal 2000.
The cash used by this activity in fiscal 2001 was primarily due to the change in
the Company's credit facility.
The Company's debt to worth ratio was .4 to 1 as of November 30, 2000, compared
to .8 to 1 as of February 29, 2000 and .6 to 1 as of November 30, 1999. The
Company's long-term debt, which consists primarily of a mortgage note on the
Company's facility and obligations under endorsement license agreements, less
current maturities, was $5.3 million as of November 30, 2000.
The Company's primary financing facility is a $10 million revolving credit line,
which expires August 31, 2002, bears interest at the banks' prime rate and is
subject to a borrowing base that is calculated monthly. The borrowing base is
based on a percentage of eligible receivables and inventories. As of November
30, 2000, the borrowing base limitation was $10 million.
<PAGE>
In connection with this revolving credit facility, the Company agreed, among
other things, to maintain certain minimum equity, income levels and capital
expenditure.
The Company believes its current cash position, funds available under existing
bank arrangements, the ability to obtain additional financing, and cash
generated from operations will be sufficient to finance the Company's operating
requirements through the Fourth Quarter of fiscal 2001, and fiscal 2002.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Market Risk. The Company's sales and results of operations are subject
to foreign currency fluctuations. The Company's foreign operations are in
countries with fairly stable currencies; therefore the effect of foreign
currencies has not been significant. The Company attempts to limit its exposure
to translation gains and losses by maintaining and controlling its foreign cash
flows when possible, thus reducing such exposure.
Interest Rate Risk. The Company's interest rate risk exposure results
from the floating prime rate on the Company's revolving credit line and term
loan. The impact of an increase in interest rates by 100 basis points (1%) would
not have a material effect on the Company's financial statements.
<PAGE>
PART II
OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits. See Exhibit Index immediately following the
signature page of this Form 10-Q.
(b) Reports on Form 8-K. No reports on Form 8-K were filed by the
Registrant during the quarter to which this Form 10-Q relates.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
FIRST TEAM SPORTS, INC.
By: /s/ John J. Egart
John J. Egart
President and CEO
and By: /s/ Kent A. Brunner
Kent A. Brunner
Vice President and CFO
Dated: January 11, 2001
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBIT INDEX TO FORM 10-Q
For Quarter Ended: Commission File No.: 0-16422
November 30, 2000
-------------------------------------------------------------------------------
FIRST TEAM SPORTS, INC.
-------------------------------------------------------------------------------
Exhibit Number Description
3.1 Restated Articles of Incorporation -- incorporated by
reference to Exhibit 3.1 to the Company's Form 10-K for the
year ended February 28, 1997
3.2 Bylaws -- incorporated by reference to Exhibit 3.2 to the
Company's Registration Statement on Form S-18 Reg. No.
33-16345C
4.1 Specimen of Common Stock Certificate--incorporated by
reference to 4.1 to the Registrant's Annual Report on Form
10-K for the fiscal year ended February 28, 1991
4.2 Certificate of Designations of Series A Preferred Stock
(included in Restated Articles of Incorporation -- see Exhibit
3.1)
4.3 Rights Agreement dated as of March 15, 1996 between the
Company and Norwest Bank Minnesota, N.A. as Rights Agent --
incorporated by reference to Exhibit 2.1 to the Company's
Registration Statement on Form 8-A, Reg. No. 0-16422
4.4 Form of Right Certificate -- incorporated by reference to
Exhibit 2.2 to the Company's Registration Statement on Form
8-A, Reg. No. 0-16422
4.5 Summary of Rights to Purchase Share of Series A Preferred
Stock- incorporated by reference to Exhibit 2.3 to the
Company's Registration Statement of Form 8-A, Reg. No. 0-16422
