================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended SEPTEMBER 26, 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 0-19596
SLM INTERNATIONAL, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 13-36-32297
------------------------------- -------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
c/o MASKA U.S., INC., 139 HARVEST LANE,
P.O. BOX 1200, WILLISTON, VT 05495
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (802) 872-4226
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 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
--- ---
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under the plan
confirmed by the court:
YES X NO
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
CLASS OUTSTANDING AT NOVEMBER 12, 1998
-------------- --------------------------------
Common Stock, 6,500,507
$.01 par value
================================================================================
<PAGE>
SLM INTERNATIONAL, INC.
FORM 10-Q
----------
INDEX
Page No.
--------
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Unaudited Consolidated Balance Sheets at September 26, 1998,
December 31, 1997 and September 27, 1997 ......................... 1
Unaudited Consolidated Statements of Operations for the Three
Months and Nine Months ended September 26, 1998, for the Three
Months ended September 27, 1997, for April 12 through September
27, 1997, and January 1 through April 11, 1997 ................... 2
Unaudited Consolidated Statements of Comprehensive (Loss) Income
for the Three Months and Nine Months ended September 26, 1998, for
the Three Months ended September 27, 1997, for April 12 through
September 27, 1997, and January 1 through April 11, 1997 ......... 3
Unaudited Consolidated Statements of Cash Flows for the Nine
Months Ended September 26, 1998, for April 12 through September
27, 1997 and January 1 through April 11, 1997 .................... 4
Notes to Unaudited Consolidated Financial Statements ............. 5
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations ........................................ 12
PART II. OTHER INFORMATION
Item 1. Legal Proceedings ................................................ 17
Item 2. Changes in Securities ............................................ 17
Item 3. Defaults Upon Senior Securities .................................. 17
Item 4. Submission of Matters to a Vote of Security Holders .............. 17
Item 5. Other Information ................................................ 17
Item 6. Exhibits and Reports on Form 8-K ................................. 17
<PAGE>
<TABLE>
SLM INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(In thousands, except share data)
September 26, December 31, September 27,
1998 1997 1997
Restated
------------- ------------ -------------
<S> <C> <C> <C>
ASSETS
Current assets
Cash and cash equivalents ............................... $ 386 $ 8,051 $ 498
Accounts receivable, net ................................ 33,477 22,759 38,223
Inventories (see Note 8) ................................ 29,632 28,475 33,441
Prepaid expenses and other assets ....................... 4,344 4,805 4,333
-------- -------- --------
Total current assets .................................... 67,839 64,090 76,495
Property, plant and equipment, net of accumulated
depreciation and amortization ($3,170,
$1,466 and $1,090, respectively) ........................ 8,771 9,508 9,203
Intangible and other assets, net of accumulated
amortization ($4,556, $2,226 and $1,435,
respectively) ........................................... 41,234 45,182 46,497
-------- -------- --------
Total assets ............................................ $117,844 $118,780 $132,195
======== ======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Short-term debt (see Note 9) ............................ $ 16,599 $ 415 $ 9,066
Accounts payable and accrued liabilities ................ 15,481 14,174 17,752
Long-term debt, current portion (see Note 9) ............ 2,519 1,421 1,486
Income taxes payable .................................... 937 1,214 918
Liabilities subject to compromise under
reorganization proceedings (see Note 3) ............. 1,130 1,130 2,130
-------- -------- --------
Total current liabilities ............................... 36,666 18,354 31,352
Long-term debt (see Note 9) .................................. 11,250 30,064 30,620
Deferred income taxes ........................................ 1,402 1,480 1,186
-------- -------- --------
Total liabilities ....................................... 49,318 49,898 63,158
-------- -------- --------
Commitments and contingencies (see Note 11)
Stockholders' equity
Commonstock, par value $0.01 per share, 15,000,000
shares authorized, 6,500,507 shares issued and
outstanding at September 26, 1998 and 6,500,000
shares issued and outstanding at December 31, 1997
and September 27, 1997 ................................ 65 65 65
Additional paid-in capital ................................... 66,515 66,507 66,507
Retained earnings ............................................ 4,815 2,859 2,356
Foreign currency translation adjustments ..................... (2,869) (549) 109
-------- -------- --------
Total stockholders' equity .............................. 68,526 68,882 69,037
-------- -------- --------
Total liabilities and stockholders' equity .............. $117,844 $118,780 $132,195
======== ======== ========
The accompanying notes are an integral part of the unaudited
consolidated financial statements.
</TABLE>
1
<PAGE>
<TABLE>
SLM INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(In thousands, except share data)
<CAPTION>
New SLM (a) | Old SLM
-------------------------------------------------------------- | ----------
1998 1998 | 1997 1997 | 1997
------------ ------------ | ------------ ----------- | ----------
For the Three For the Nine | For the Three April 12 | January 1
Months ended Months ended | Months ended through | through
September 26 September 26 | September 27 September 27 | April 11
| Restated Restated |
-------------------------------|--------------------------------|------------
| | | |
<S> <C> | <C> | <C> | <C> | <C>
Net sales ................................... $33,795 | $76,074 | $38,696 | $66,773 | $25,539
Cost of goods sold .......................... 19,486 | 45,190 | 22,886 | 39,797 | 16,007
-----------|----------------|----------------|---------------|-----------
Gross profit ............................ 14,309 | 30,884 | 15,810 | 26,976 | 9,532
Selling, general and administrative | | | |
expenses ................................ 8,694 | 26,405 | 9,659 | 17,088 | 11,321
Amortization of excess reorganization | | | |
value (see Note 13) ..................... 603 | 1,829 | 580 | 1,108 |
Restructuring charges (see Note 5) .......... | | | | 6,315
-----------|----------------|----------------|---------------|-----------
Operating income (loss) ................. 5,012 | 2,650 | 5,571 | 8,780 | (8,104)
Chapter 11 and debt related fees | | | |
(see Note 6) ............................ | | | | 1,243
Other (income) expense, net | | | |
(see Note 11) ........................... (4,032) | (4,026) | 173 | 77 | 193
Interest expense (see Note 9B) .............. 686 | 2,369 | 1,403 | 2,503 | 114
-----------|----------------|----------------|---------------|-----------
Income (loss) before income taxes | | | |
and extraordinary gain on | | | |
discharge of debt ..................... 8,358 | 4,307 | 3,995 | 6,200 | (9,654)
Income taxes ................................ 2,305 | 2,351 | 2,477 | 3,844 | 32
-----------|----------------|----------------|---------------|-----------
Income (loss) before extraordinary | | | |
gain on discharge of debt ............. 6,053 | 1,956 | 1,518 | 2,356 | (9,686)
Extraordinary gain on discharge of debt ..... | | | | 58,726
-----------|----------------|----------------|---------------|-----------
Net income .............................. $ 6,053 | $ 1,956 | $ 1,518 | $ 2,356 | $49,040
===========|================|================|===============|===========
Net income per share (b) (see Note 10): | | | |
Basic net income per share .............. $ 0.93 | $ 0.30 | $ 0.23 | $ 0.36 |
===========|================|================|===============|
Diluted net income per share ............ $ 0.85 | $ 0.27 | $ 0.22 | $ 0.35 |
=============================================================
(a) Due to the Reorganization Plan and implementation of fresh-start reporting, financial statements after
April 11, 1997 are not comparable to financial statements prior to that date. See "Notes to Unaudited
Consolidated Financial Statements" for more information on the Reorganization Plan and implementation of
fresh-start reporting.
(b) Common shares and per share data for the periods prior to April 12, 1997 are omitted because, due to the
Reorganization Plan and implementation of fresh-start reporting, they are not meaningful.
The accompanying notes are an integral part of the unaudited consolidated financial statements.
</TABLE>
2
<PAGE>
<TABLE>
SLM INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(UNAUDITED)
(In thousands)
<CAPTION>
New SLM (a) | Old SLM
-------------------------------------------------------------- | ----------
1998 1998 | 1997 1997 | 1997
------------ ------------ | ------------ ----------- | ----------
For the Three For the Nine | For the Three April 12 | January 1
Months ended Months ended | Months ended through | through
September 26 September 26 | September 27 September 27 | April 11
-------------------------------|--------------------------------|------------
| | | |
<S> <C> | <C> | <C> | <C> | <C>
| | | |
Net income $ 6,053 | $ 1,956 | $1,518 | $2,356 | $49,040
Foreign currency translation adjustments (1,211) | (2,320) | (12) | 109 | 85
-----------|----------------|----------------|---------------|-------------
Net comprehensive (loss) income $ 4,842 | $ (364) | $1,506 | $2,465 | $49,125
==========================================================================
(a) Due to the Reorganization Plan and implementation of fresh-start reporting, financial statements after April 11, 1997
are not comparable to financial statements prior to that date. See "Notes to Unaudited Consolidated Financial
Statements" for more information on the Reorganization Plan and implementation of fresh-start reporting.
The accompanying notes are an integral part of the unaudited consolidated financial statements.
</TABLE>
3
<PAGE>
<TABLE>
SLM INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In thousands, except share data)
<CAPTION>
New SLM (a) | Old SLM
-------------------------------|-----------
1998 | 1997 | 1997
------------ | ------------ | ---------
For the Nine | April 12 | January 1
Months ended | through | through
September 26 | September 27 | April 11
| Restated |
--------------|----------------|------------
OPERATING ACTIVITIES: | |
<S> <C> | <C> | <C>
Net income .................................................................. $ 1,956 | $ 2,356 | $ 49,040
Adjustments to reconcile net income to net cash (used in) | |
provided by operating activities: | |
Extraordinary gain on discharge of debt .............................. | | (58,726)
Restructuring charges ................................................ | | 6,315
Depreciation and amortization ........................................ 4,225 | 2,563 | 807
Provisions for inventory, doubtful accounts and other deductions .... 4,313 | 6,275 | 2,301
Deferred income taxes ................................................ 1,441 | 3,252 |
Loss (gain) on sale and disposal of fixed assets ..................... (92) | (17) | 5
Loss (gain) on foreign exchange ...................................... (378) | (227) | 263
Change in operating assets and liabilities: | |
Accounts receivable .................................................. (14,937) | (14,675) | 14,660
Inventories .......................................................... (2,193) | 976 | (7,026)
Prepaid expenses and other assets .................................... 112 | 1,835 | 816
Accounts payable and accrued liabilities ............................. 955 | (9,441) | (1,210)
Net effect of discontinued operations ................................ | | 189
------------|----------------|-------------
Net cash (used in) provided by operating activities .............. (4,598) | (7,103) | 7,434
------------|----------------|-------------
INVESTING ACTIVITIES: | |
Proceeds from sale of subsidiary, net ................................ | 1,831 |
Purchases of fixed assets ............................................ (1,486) | (619) | (285)
Proceeds from sales of fixed assets .................................. 110 | 338 | 73
------------|----------------|-------------
Net cash (used in) provided by investing activities............... (1,376) | 1,550 | (212)
------------|----------------|-------------
FINANCING ACTIVITIES: | |
Proceeds from borrowings, net ........................................ 16,184 | 3,966 |
Principal payments on debt ........................................... (32,716) | (2,311) | (89)
Proceeds from long-term debt ......................................... 15,000 | |
Exercise of warrants ................................................. 8 | |
Deferred financing costs ............................................. (90) | | (2,146)
Liabilities subject to compromise .................................... | | (36,098)
------------|----------------|-------------
Net cash (used in) provided by financing activities ................. (1,614) | 1,655 | (38,333)
------------|----------------|-------------
Effects of foreign exchange rate changes on cash ............................ (77) | (60) | (22)
------------|----------------|-------------
Decrease in cash ............................................................ (7,665) | (3,958) | (31,133)
Cash and cash equivalents at beginning of period ............................ 8,051 | 4,456 | 35,589
------------|----------------|-------------
Cash and cash equivalents at end of period .................................. $ 386 | $ 498 | $ 4,456
===========================================
(a) Due to the Reorganization Plan and implementation of fresh-start reporting, financial statements after April 11, 1997
are not comparable to financial statements prior to that date. See "Notes to Unaudited Consolidated Financial
Statements" for more information on the Reorganization Plan and implementation of fresh-start reporting.
The accompanying notes are an integral part of the unaudited consolidated financial statements.
</TABLE>
4
<PAGE>
SLM INTERNATIONAL, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. DESCRIPTION OF BUSINESS AND PRINCIPLES OF CONSOLIDATION:
SLM International, Inc. ("SLM") was incorporated in September 1991 and
reorganized in April 1997. The Company designs, develops, manufactures and
markets a broad range of sporting goods. The Company manufactures hockey and
hockey related products, including hockey uniforms, protective equipment,
hockey, figure and inline skates and street hockey products, marketed under the
CCM brand name and private label brands, and licensed sports apparel under the
CCM and #1 Apparel names. The Company sells its products worldwide to a diverse
customer base consisting of mass merchandisers, retailers, wholesalers, sporting
goods shops and international distributors. The Company manufactures and
distributes most of its products at facilities in North America and sources
products internationally.
All significant intercompany transactions and accounts have been eliminated.
B. BASIS OF PRESENTATION:
The accompanying unaudited interim consolidated financial statements appearing
in this quarterly report have been prepared on a basis consistent with the
annual financial statements of SLM and its subsidiaries (collectively, the
"Company"). SLM and six of its subsidiaries (collectively, "Old SLM") filed
voluntary petitions for relief under Chapter 11 of the United States Bankruptcy
Code (the "Filing") in the United States Bankruptcy Court for the District of
Delaware (the "Bankruptcy Court") on October 24, 1995 (the "Petition Date"). On
September 12, 1996, Old SLM filed a Chapter 11 Plan of Reorganization and on
November 13, 1996, Old SLM filed a First Amended Chapter 11 Plan of
Reorganization as amended from time to time (the "Reorganization Plan") with the
Bankruptcy Court. On January 23, 1997, the Bankruptcy Court confirmed the
Reorganization Plan which became effective on April 11, 1997 (the "Effective
Date") and Old SLM emerged from bankruptcy ("New SLM") (see Notes 2 and 13). The
financial statements for periods preceding the Effective Date do not include any
adjustments which resulted from the Reorganization Plan. The Reorganization Plan
had a significant impact on the financial statements of New SLM and the Company
accounted for such Reorganization Plan using "fresh-start" reporting
(see Note 13).
In the opinion of management, all normal recurring adjustments necessary
for a fair presentation of the Company's Unaudited Consolidated Balance Sheets,
Statements of Operations, Statements of Comprehensive (Loss) Income and
Statements of Cash Flows for the 1998 and 1997 periods have been included. These
unaudited interim consolidated financial statements do not include all of the
information and footnotes required by generally accepted accounting principles
to be included in a full set of financial statements. Results for the interim
periods are not necessarily a basis from which to project results for the full
year due to the seasonality of the Company's business and the Filing. These
unaudited consolidated financial statements should be read in conjunction with
the Company's annual report on Form 10-K filed with the Securities and Exchange
Commission for the year ended December 31, 1997. Certain prior period amounts
have been reclassified to conform to the current period presentation.
C. ACCOUNTING PRONOUNCEMENTS:
As of January 1, 1998, the Company adopted Statement of Financial Accounting
Standards No. 130 ("SFAS 130") "Reporting Comprehensive Income". SFAS 130
establishes new rules for the reporting of comprehensive income and its
components; however, the adoption of this Statement had no impact on the
Company's net income or stockholders' equity. SFAS 130 requires reporting, most
notably, adjustments arising from foreign currency translation adjustments to be
included in other comprehensive income. Prior year financial statements have
been reclassified to conform to the requirements of SFAS 130.
In June 1997, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards No. 131 ("SFAS 131"), "Disclosures About
Segments of an Enterprise and Related Information". SFAS 131 will require
additional information about industry segments. The Company will adopt the
provisions of SFAS 131 for fiscal year end 1998.
In June 1998, the FASB issued Statement of Financial Accounting Standards No.
133 ("SFAS 133") "Accounting for Derivative Instruments and Hedging Activities".
SFAS 133 establishes accounting and reporting standards for derivative
instruments and for hedging activities. SFAS 133 is effective for all fiscal
quarters of fiscal years
5
<PAGE>
SLM INTERNATIONAL, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
beginning after June 15, 1999. The Company is currently evaluating the impact of
SFAS 133 on its Consolidated Financial Statements.
2. REORGANIZATION CASE
On April 11, 1997 the Company emerged from bankruptcy. Under the Reorganization
Plan, among other things:
o Old SLM's secured creditors received $44,213 in cash, $29,500 principal in
new senior notes (the "Senior Secured Notes") and 2,470,000 shares of new
common stock (the "New Common Stock") of New SLM, in exchange for
approximately $108,000 of secured and unsecured indebtedness (which amount
includes the secured creditors estimate of post-filing interest and
expenses). The 2,470,000 shares of New Common Stock represented (before
dilution) 38.0% of the ownership of New SLM. The lenders sold such shares
to W.S. Acquisition L.L.C. on the Effective Date. The Senior Secured Notes
had a term of seven years with principal payments beginning in the fifth
year. On March 16, 1998 the Company prepaid the Senior Secured Notes in
full (see Note 9).
o Old SLM's unsecured creditors received 4,030,000 shares of New Common Stock
representing, at the time of issuance, 62.0% of the ownership of New SLM,
subject to dilution upon the exercise of warrants distributed to equity
security holders and stock options which have been or may be issued to New
SLM's officers and key personnel (up to 15.0% of the New Common Stock at
varying exercise prices), in exchange for approximately $120,000 of
unsecured indebtedness. For purposes of the Reorganization Plan, the New
Common Stock was valued at approximately $10.16 per share.
o Old SLM's equity security holders (who held 18,859,679 shares of Common
Stock plus the 1,000,000 shares to have been issued pursuant to the
settlement of a securities litigation lawsuit) received a total of 300,000
5-year warrants to purchase an aggregate of 300,000 shares of New Common
Stock at an exercise price of $16.92 per share. In addition, the warrant
holders have the option to receive an aggregate payment of $500 upon
cancellation of such warrants in connection with a sale of the Reorganized
Company for more than $140,000.
3. LIABILITIES SUBJECT TO COMPROMISE UNDER REORGANIZATION PROCEEDINGS
Substantially all the Company's liabilities as of the Petition Date were subject
to compromise under a plan of reorganization, except as otherwise provided by
order of the Bankruptcy Court. The Company was generally not permitted to make
payments with respect to its pre-Petition Date liabilities until a plan of
reorganization was confirmed by the Bankruptcy Court and consummated.
Liabilities subject to compromise under reorganization proceedings consist of
priority claims, the repayment of which the Company is required to prioritize
under bankruptcy law, which are comprised principally of income and property tax
claims. At September 26, 1998, December 31, 1997 and September 27, 1997,
priority claims of $1,130, $1,130 and $2,130, respectively, remain subject to
resolution with the Bankruptcy Court.
4. SALE OF SUBSIDIARY
In May 1997, the Company sold for cash of $2,125 (including $294 cash on hand)
the shares of one of its wholly owned subsidiaries, Mitchel & King Skates
Limited. The operating results of Mitchel & King Skates Limited are reflected in
the Company's consolidated financial statements through the date of sale.
5. RESTRUCTURING CHARGES
During 1997, prior to its emergence from bankruptcy, the Company recorded
significant restructuring charges totaling $6,315 to reflect the impact of
reorganizing operations strategically to position itself to sustain ongoing
profitability. These costs consist primarily of lease cancellation costs
($2,257) at its Peterborough, N.H. and Beauport, Quebec facilities, impairment
of fixed assets ($1,659), principally leasehold improvements at its
Peterborough, N.H. facility, and severance and employee costs associated with
the shutdown of three of the Company's manufacturing facilities.
6
<PAGE>
SLM INTERNATIONAL, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
6. CHAPTER 11 AND DEBT RELATED FEES
As a result of the Company's Filing, Old SLM's continuing operations incurred
significant legal and professional fees totaling $1,243 for January 1 through
April 11, 1997. These fees include the cost of the Company's legal counselors,
financial advisors and consultants, as well as those of its bankers, senior
noteholders and creditors. The Chapter 11 and debt related fees for January 1
through April 11, 1997 are net of $500 of interest earned on accumulated cash
resulting from the Filing. These costs are included as Chapter 11 and debt
related fees in the Unaudited Consolidated Statements of Operations.
7. EQUITY TRANSACTIONS
As of the Effective Date, New SLM has 15,000,000 shares of New Common Stock
authorized. In addition, in April 1997, New SLM issued 300,000 5-year warrants
to Old SLM's shareholders to purchase an aggregate of 300,000 shares of New
Common Stock at an exercise price of $16.92 per share. During the nine months
ended September 26, 1998, New SLM issued 507 shares of New Common Stock with
respect to the exercise of warrants. At September 26, 1998, 6,500,507 shares of
New Common Stock were issued and outstanding.
8. INVENTORIES
Net inventories consist of:
Sept. 26, 1998 Dec. 31, 1997 Sept. 27, 1997
-------------- ------------- --------------
Finished products ............. $22,718 $20,894 $26,098
Work in process ............... 1,817 1,561 1,597
Raw materials and supplies .... 5,097 6,020 5,746
------- ------- -------
$29,632 $28,475 $33,441
======= ======= =======
9. INDEBTEDNESS
A. BANK AGREEMENTS
On the Effective Date of the Reorganization Plan, SLM and two of its U.S.
subsidiaries, Maska U.S., Inc. and #1 Apparel, Inc. (the "U.S. Subsidiaries"),
entered into a Credit Agreement (the "U.S. Credit Agreement") with the lenders
referred to therein (the "Lenders") and The Chase Manhattan Bank, as Agent
("Chase"). Simultaneously, one of the Company's Canadian subsidiaries, Sport
Maska Inc., entered into a Credit Agreement (the "Canadian Credit Agreement"
and, together with the U.S. Credit Agreement, the "Credit Agreements") with The
Chase Manhattan Bank of Canada ("Chase Canada"). The maximum amount of loans and
letters of credit that could be outstanding under the Credit Agreements was
$74,000, consisting of $35,000 revolving credit loans under the U.S. Credit
Agreement, $35,000 of revolving credit loans under the Canadian Credit Agreement
and a $4,000 term loan (which was permanently reduced by $2,125 in June 1997
with the proceeds from the sale of one of the Company's subsidiaries) under the
U.S. Credit Agreement.
During March 1998, the Company amended its Credit Agreements (the "New Credit
Agreements"). The maximum amount of loans that may be outstanding under the New
Credit Agreements is $60,000, consisting of $45,000 revolving credit loans
(subject to collateral availability) and a $15,000 term loan ("New Term Loan").
In completing the amendments, the Company redeemed, in full, its Senior Secured
Notes and all amounts outstanding under the term loan under its U.S. Credit
Agreement. The redemptions were effected by borrowings under the New Credit
Agreements (revolving credit loan and term loan borrowings) and use of the
Company's cash on hand.
Borrowings under the New Credit Agreements bear interest at an alternate base
rate per annum or at an interest rate based on LIBOR plus 1-3/4% per annum on
U.S. revolving credit loans, at Chase Canada's prime rate or at an alternate
base rate per annum on Canadian revolving credit loans, and at an alternate base
rate plus 1/4% per annum or at an interest rate based on LIBOR plus 2% per annum
on the New Term Loan. Under the New Term Loan, interest is payable on a monthly
basis and principal is payable in quarterly installments of $625 through April
2000, beginning in April 1998. In addition, the Company is charged a quarterly
commitment fee of up to 3/8 of 1% on the unused portion of the revolving credit
loans under the New Credit Agreements and certain other fees.
7
<PAGE>
SLM INTERNATIONAL, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
Borrowings under the New Credit Agreements are guaranteed by certain
subsidiaries and are collateralized by substantially all of the assets
(including, without limitation, accounts receivable, inventory and the stock of
certain subsidiaries) of the Company, the U.S. Subsidiaries and the Company's
other subsidiaries which are guarantors. Borrowings under the New Canadian
Credit Agreement are further collateralized by a letter of credit amounting to
$12,500 at September 26, 1998. Total amounts outstanding under the New Credit
Agreements and the Credit Agreements were $30,349, $1,790 and $10,941 at
September 26, 1998, December 31, 1997 and September 27, 1997, respectively.
The New Credit Agreements include customary affirmative and negative covenants,
including those relating to capital expenditures, debt service coverage and the
incurrence of additional indebtedness.
B. SENIOR SECURED NOTES
On April 11, 1997 the Company issued $29,500 principal amount of 14% Senior
Secured Notes due April 1, 2004 (the "Senior Secured Notes"), pursuant to an
Indenture with The Bank of New York, as trustee. Interest was payable on the
Senior Secured Notes semi-annually at the rate of 14% per annum, with such
interest rate being permanently reduced by up to 4% if the Company met certain
earnings tests.
The Senior Secured Notes were guaranteed by certain subsidiaries and were
collateralized by substantially all of the assets of the Company (including,
without limitation, accounts receivable, inventory and the stock of certain
subsidiaries). The lien of the trustee for the benefit of itself and the Senior
Secured Noteholders was junior to the liens of Chase and Chase Canada.
In March 1998, the Company redeemed, in full, the Senior Secured Notes and
incurred a pre-payment charge of approximately $300, which is included in
Interest Expense. (See Note 9A).
10. EARNINGS PER SHARE
The following represents the reconciliation of the basic and dilutive earnings
per share amounts of New SLM for the periods indicated. Amounts presented for
1997 have been restated to conform with the provisions of Statement of Financial
Accounting Standards No. 128.
<TABLE>
<CAPTION>
1998 | 1998 | 1997 | 1997
------------ | ------------ | ------------ | ------------
For the three | For the nine | For the three | April 12
months ended | months ended | months ended | through
September 26 | September 26 | September 27 | September 27
------------ | ------------ | ------------ | ------------
<S> <C> | <C> | <C> | <C>
| | |
Net income .......................... $ 6,053 | $ 1,956 | $ 1,518 | $ 2,356
===============|==================|==================|==============
Weighted average common shares | | |
outstanding (Basic) ............... 6,500,507 | 6,500,484 | 6,500,000 | 6,500,000
Common equivalent shares (a) ........ 620,158 | 620,158 | 536,510 | 312,296
---------------|------------------|------------------|--------------
Total weighted average common and | | |
common equivalent shares | | |
outstanding (Diluted) ............. 7,120,665 | 7,120,642 | 7,036,510 | 6,812,296
===============|==================|==================|==============
Basic net income per share .......... $ 0.93 | $ 0.30 | $ 0.23 | $ 0.36
===============|==================|==================|==============
Diluted net income per share ........ $ 0.85 | $ 0.27 | $ 0.22 | $ 0.35
====================================================================
(a) Common stock equivalents, warrants and stock options, are included when dilutive. As required
by Statement of Financial Accounting Standards No. 128, the Company used the average market
price during the periods in determining common equivalent shares. The Company's stock had
extremely limited or no trading volume during the periods.
</TABLE>
8
<PAGE>
SLM INTERNATIONAL, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
11. CONTINGENCIES AND LITIGATION
A. ENVIRONMENTAL LITIGATION:
In April 1996, Maska U.S., Inc. ("Maska"), a wholly-owned subsidiary of the
Company, and the State of Vermont entered into a consent decree ("Consent
Decree") setting forth the terms under which Maska has agreed to remediate
specified hazardous materials if, and to the extent, found on its Bradford,
Vermont property or caused by Maska. The Consent Decree was approved by the
Bankruptcy Court on May 14, 1996 and approved and entered in Vermont Superior
Court on June 20, 1996. The Consent Decree is subject to several conditions,
including ongoing payment by the Company of certain State of Vermont oversight
fees up to a maximum of $60 per year. In addition, the Company paid to Vermont a
civil penalty of $250. Maska undertook an investigation required by the Consent
Decree to determine the extent of contamination, the rate of movement and the
concentration of the contaminants and developed a Corrective Action Plan ("CAP")
which was approved by the Vermont Department of Environmental Conservation in
July 1998. The remediation of the property has begun. The estimated cost of
remediating the property, as detailed in the CAP, is approximately $2,550. These
amounts have and will be paid out over the term of the remediation currently
estimated to be 30 years. The Company believes it has accrued sufficient amounts
for this matter.
In 1992, T. Copeland & Sons, Inc. ("Copeland") the owner of a property adjacent
to Maska's manufacturing facility in Bradford, Vermont, filed an action in
Vermont Superior Court alleging that its property has been contaminated as a
result of the Company's manufacturing activities and seeking compensatory and
punitive damages under the Vermont Groundwater Protection Law and various common
law theories. In June 1995, Maska settled this action for $1,000 cash, paid in
July 1995, and a $6,000 promissory note. Under the Reorganization Plan, Copeland
received a distribution of shares of New SLM's New Common Stock to satisfy the
note. Copeland asserted the right to recover from the Company the difference
between the aggregate value of the New Common Stock and the amount of the
promissory note. In October 1998, the Bankruptcy Court disallowed Copeland's
claim to recover this difference. No appeal has yet been filed.
Maska commenced an action in the United States District Court for the District
of Vermont (the "Vermont District Court") entitled Maska U.S. Inc. V. Kansa, et
al., Doc. No. 1:93-CV-309 against its liability insurers seeking coverage for
environmental cleanup costs arising out of claims brought by the State of
Vermont and Copeland for their failure to defend or to indemnify Maska with
respect to these claims. Maska reached settlements with three of the liability
insurers prior to trial. In September 1998, the Company received $4,950 from
these liability insurers and included this income, net of $711 of related
professional fees, as Other income in the Unaudited Consolidated Statements of
Operations. The trial against three remaining liability insurers resulted in a
jury verdict, in July 1998, in Maska's favor in the amount of $9,151. The jury
verdict compensated Maska for its costs to defend itself against the claims and
to clean up the soil and groundwater around its property. In October 1998,
appeals were filed by the two of the remaining liability insurers in the United
States Court of Appeals for the Second Circuit. Those appeals are pending. The
Company will continue to account for the verdict and settlements in its
financial statements when realized.
B. PRODUCT LIABILITY LITIGATION:
The Company is unaware of any personal injury claims for which there is
inadequate insurance coverage.
American Home Assurance Company ("American Home") commenced, in 1991, a
declaratory judgment action against the Company in the U.S. District Court for
the District of Massachusetts ("Massachusetts District Court") in respect of its
duty to defend and to indemnify the Company in an action in Quebec Superior
Court in Montreal, Canada to recover defense costs related to a personal injury
claim filed in 1989. The Company filed a response to the declaratory judgment
action and a counterclaim in Quebec Superior Court alleging American Home failed
to fulfill its duty to defend the Company. American Home has alleged that it is
entitled to payment in full for any amounts it recovers against the Company. The
Company believes that American Home's claims and contentions are without merit
and, in any event, would be treated under the Reorganization Plan. In the event
that the Company is required to make such a payment, it anticipates having funds
sufficient to meet any Court-ordered obligation. American Home's claim in
respect of the recovery of defense costs against the Company is in the amount of
approximately $575.
9
<PAGE>
SLM INTERNATIONAL, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
C. OTHER LITIGATION:
On October 16, 1997, ZMD Sports Investments Inc. and 2938201 Canada Inc.,
landlords of the Company's properties located in St. Jean, Quebec and St.
Hyacinthe, Quebec, brought motions against the Company requiring the Company to
undertake certain repairs to the properties. The Company believes these motions
to be without merit.
Other than certain legal proceedings arising from the ordinary course of
business, which the Company believes will not have a material adverse effect on
the financial position, results of operations, or cash flows, there is no other
litigation pending or threatened against the Company.
12. SUBSEQUENT EVENT
During October 1998, the Company entered into a definitive agreement to acquire
all of the outstanding shares of Sports Holding Corp. and its subsidiaries
(collectively, "SHC") for total consideration of approximately $98,750. SHC is a
manufacturer, distributor and marketer of ice and roller hockey products,
including protective equipment and hockey sticks sold under the JOFA(R),
KOHO(R), TITAN(R), CANADIEN(TM) and HEATON(R) brand names. The acquisition is
expected to be financed by the issuance of 12,500 shares of new preferred stock
and the incurrence of new long-term debt.
13. FRESH-START REPORTING
In connection with the emergence from bankruptcy, the Company adopted
fresh-start reporting, as of April 11, 1997, in accordance with the requirements
of Statement of Position 90-7, Financial Reporting by Entities in Reorganization
Under the Bankruptcy Code ("SOP 90-7").
In applying fresh-start reporting, the value of New SLM was allocated to the
Company's net assets in conformity with the procedures specified by Accounting
Principles Board Opinion No. 16 Business Combinations. SOP 90-7 required a
determination of the Company's reorganizational value, representing the fair
value of all of the Company's assets and liabilities, and an allocation of such
values to the assets and liabilities (excluding deferred taxes) based on their
relative fair values with the excess in reorganizational value over market
values recorded as an intangible asset. As a result, the carrying values of the
Company's assets and liabilities were adjusted to fair value as of April 11,
1997. Reorganizational value in excess of amounts allocable to identifiable
assets of approximately $48,000 is being amortized on a straight line basis over
twenty years. The application of SOP 90-7 resulted in the creation of a new
reporting entity having no retained earnings or accumulated deficit.
For the purpose of the Reorganization Plan, the reorganizational equity value
was estimated to be $66,572 based in part on management's estimates of future
operating results. Reorganizational value necessarily assumes that New SLM will
achieve its estimated future operating results in all material respects. If such
results are not achieved, the value of New SLM that is ultimately realized could
be materially different.
The Reorganization Plan had a significant impact on the financial statements of
the Reorganized Company, including the creation of a new reporting entity upon
emergence from bankruptcy through the application of fresh-start reporting
pursuant to SOP 90-7. Accordingly, the Company's post-Reorganization balance
sheets, statements of operations and statements of cash flows, which reflect the
application of fresh-start reporting, have not been prepared on a consistent
basis with the pre-Reorganization financial statements and are not comparable in
all respects to the financial statements prior to the Reorganization. For
accounting purposes, the inception date of New SLM is deemed to be April 12,
1997.
The following Unaudited Pro Forma Condensed Consolidated Statement of Operations
for the nine months ended September 27, 1997 has been prepared giving effect to
the consummation of the Reorganization Plan, including the implementation of
fresh-start reporting, as if consummation had occurred on January 1, 1997. Due
to the Reorganization Plan and implementation of fresh-start reporting,
financial statements effective April 12, 1997 for New SLM are not comparable to
financial statements prior to that date for Old SLM. However, for presentation
of this statement, results for the nine months ended September 27, 1997 are
shown under the caption "Total Before Adjustments". The adjustments which give
effect to the events that are directly attributable and expected to have a
continuing impact on New SLM and which are set forth under the caption
"Adjustments" reflect the implementation of the Reorganization Plan and the
adoption of fresh-start reporting as if they had occurred on January 1, 1997.
10
<PAGE>
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
For the nine months ended September 27, 1997
(Unaudited) (in thousands)
Total Before
Adjustments Adjustments Pro Forma
----------- ----------- ---------
Net sales .................................. $92,312 $ $92,312
------- -------- -------
Operating income ........................... 676 5,608 (a) 6,284
Chapter 11 and debt related fees ........... 1,243 (1,243)(b)
Other expense, net ......................... 270 210 (c) 480
Interest expense ........................... 2,617 1,464 (d) 4,081
------- -------- -------
(Loss) income before income taxes and
extraordinary gain on discharge of debt.. (3,454) 5,177 1,723
Income taxes ............................... 3,876 1,856 (e) 5,732
------- -------- -------
(Loss) income before extraordinary gain
on discharge of debt ..................... (7,330) 3,321 (4,009)
Extraordinary gain on discharge of debt .... 58,726 (58,726)(f)
------- -------- -------
Net income (loss) .......................... $51,396 $(55,405) $(4,009)
======= ======== =======
The following is a brief description of the adjustments made in preparing the
Unaudited Pro Forma Condensed Consolidated Statement of Operations.
(a) To reflect adjustments of $6,315 for restructuring charges, net of $707 for
amortization of the intangible associated with fresh-start reporting.
(b) To reflect adjustments for costs incurred by Old SLM outside of its
continuing operations.
(c) To reflect amortization of the deferred financing costs associated with New
SLM's new credit facilities.
(d) To reflect incremental interest expense associated with New SLM's new
credit facilities and Senior Secured Notes.
(e) To reflect income taxes associated with adjustments.
(f) To reflect adjustments for extraordinary gain on discharge of debt.
11
<PAGE>
SLM INTERNATIONAL, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
INTRODUCTION
On October 24, 1995, SLM International, Inc. ("SLM") and six of its subsidiaries
(collectively, "Old SLM") filed for relief under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the District of
Delaware. SLM and those subsidiaries chose to seek court protection from
creditors in order to conduct their operations while preparing a reorganization
plan. On September 12, 1996, Old SLM filed a Chapter 11 Plan of Reorganization
and, on November 13, 1996, Old SLM filed a First Amended Chapter 11 Plan of
Reorganization, as amended from time to time, with the Bankruptcy Court. On
January 23, 1997, the Bankruptcy Court confirmed the Reorganization Plan which
became effective on April 11, 1997 and Old SLM emerged from bankruptcy ("New
SLM"). Disruptions that occurred prior to and which may have been caused by the
Filing affected the Company's operating performance for a given period and
continued to affect the Company's results after its emergence from bankruptcy.
Financial comparisons herein are based on the results of New SLM for the nine
and three months ended September 26, 1998 as compared to the combined results of
New SLM and Old SLM for the nine months ended September 27, 1997 and New SLM for
the three months ended September 27, 1997.
CAUTIONARY STATEMENTS
The Company's business is seasonal. The seasonality of the Company's business
affects net sales and borrowings under the Company's credit agreements among
others. Traditional quarterly fluctuations in the Company's business may vary in
the future depending upon, among other things, changes in order cycles and
product mix.
This Quarterly Report on Form 10-Q contains forward-looking statements. For this
purpose, any statements contained herein that are not statements of historical
fact may be deemed to be forward-looking statements. Without limiting the
foregoing, the words "believes", "anticipates", "expects", and similar
expressions are intended to identify forward-looking statements. These
forward-looking statements involve risks and uncertainties that could render
them materially different, including, but not limited to, general economic
conditions, customers and competition. The Company does not intend to update
these forward-looking statements.
SELECTED FINANCIAL DATA
The following discussion provides an assessment of the Company's results of
continuing operations, financial condition and liquidity and capital resources,
and should be read in conjunction with the Unaudited Consolidated Financial
Statements of the Company and Notes thereto included elsewhere herein. (All
references to "Note(s)" refer to the Notes to Unaudited Consolidated Financial
Statements.) The Unaudited Pro Forma Condensed Consolidated Statement of
Operations for the nine months ended September 27, 1997 giving effect to the
consummation of the Reorganization Plan, including the implementation of
fresh-start reporting, as if consummation had occurred on January 1, 1997 is
provided on page 11 of this Form 10-Q.
12
<PAGE>
<TABLE>
SLM INTERNATIONAL, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SLM INTERNATIONAL, INC.
COMBINED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands)
<CAPTION>
For the Three Months Ended For the Nine Months Ended
------------------------------- --------------------------------
Combined
Sept. 26, 1998 Sept. 27, 1997 Sept. 26, 1998 Sept. 27, 1997
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Net sales ......................................... $33,795 $38,696 $76,074 $92,312
Cost of goods sold ................................ 19,486 22,886 45,190 55,804
------- ------- ------- -------
Gross profit ................................. 14,309 15,810 30,884 36,508
Selling, general and administrative expenses ...... 8,694 9,659 26,405 28,409
Amortization of excess reorganization value ....... 603 580 1,829 1,108
Restructuring charges ............................. 6,315
------- ------- ------- -------
Operating income ............................ 5,012 5,571 2,650 676
Chapter 11 and debt related fees .................. 1,243
Other (income) expense, net ....................... (4,032) 173 (4,026) 270
Interest expense .................................. 686 1,403 2,369 2,617
------- ------- ------- -------
Income (loss) before income taxes and
extraordinary gain on discharge of debt .... 8,358 3,995 4,307 (3,454)
Income taxes ...................................... 2,305 2,477 2,351 3,876
------- ------- ------- -------
Income (loss) before extraordinary gain on
discharge of debt .......................... 6,053 1,518 1,956 (7,330)
Extraordinary gain on discharge of debt ........... 58,726
------- ------- ------- -------
Net income ....................................... $ 6,053 $ 1,518 $ 1,956 $51,396
======= ======= ======= =======
</TABLE>
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS FOR THE NINE MONTHS AND
THE THREE MONTHS ENDED SEPTEMBER 26, 1998
1998 COMPARED TO 1997
Net sales decreased 17.6% to $76.1 million in the nine months ended September
26, 1998, as compared to $92.3 million in the nine months ended September 27,
1997. The decline in sales resulted primarily from continued softness of the
inline skate market, including the Company's decision to exit the recreational
inline skate market, the continued softness in the licensed sports apparel
industry, and in licensed hockey apparel in particular, the unfavorable exchange
rates for the Canadian dollar in comparison to 1997 and a severe ice storm that
struck the north eastern parts of North America in January 1998, paralyzing
businesses throughout the affected regions including the Company's Quebec
operations during January and part of February 1998. In addition, sales of
discontinued inventory were significantly below 1997 levels as the Company
reduced its excess inventory during 1997. Finally, net sales in 1997 included
$1.2 million of sales from Mitchel & King Skates Limited which was sold in May
1997. Net sales decreased 12.7% to $33.8 million in the three months ended
September 26, 1998 as compared to $38.7 million in the three months ended
September 27, 1997. The decline in sales resulted primarily from the unfavorable
exchange rates for the Canadian dollar in comparison to 1997, the continued
softness in the licensed sports apparel industry and increased amounts of deeply
discounted merchandise offerred by other manufacturers.
Gross profit for the nine months ended September 26, 1998 was $30.9 million
compared to $36.5 million in 1997, a decrease of 15.4%. Measured as a percentage
of net sales, gross profit margins increased to 40.6% in 1998 from 39.5% in
1997. Gross profit for the three months ended September 26, 1998 was $14.3
million compared to $15.8 million for 1997, a decrease of 9.5%. Measured as a
percentage of net sales, gross profit margins increased to 42.3%
13
<PAGE>
SLM INTERNATIONAL, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
in 1998 from 40.9% in 1997. The higher gross profit margins were the result of
favorable product mix and reduced sales of discontinued inventory at lower gross
margins. The decrease in gross profit resulted primarily from the decreased net
sales noted above, and offset in part, by the improved gross profit margins.
For the nine months ended September 26, 1998, selling, general and
administrative expenses decreased 7.1% to $26.4 million from $28.4 million in
1997. Measured as a percentage of net sales, these expenses were 34.7% in 1998
versus 30.8% in 1997. Selling, general and administrative expenses decreased due
to generally lower operating expenses resulting from the Company's restructuring
efforts, and lower variable expenses associated with the decline in sales
mentioned above offset in part by increased advertising costs which are expected
to have a favorable future impact. For the three months ended September 26,
1998, selling, general and administrative expenses decreased 10.0% to $8.7
million from $9.7 million in the same period in 1997 due to the factors noted
above. Measured as a percentage of net sales, these expenses increased to 25.7%
from 25.0%.
Effective April 12, 1997, the Company began amortizing its excess reorganization
value which was established in accordance with fresh-start reporting. This
non-cash amortization amounted to $1.8 million and $1.1 million in the nine
months ended September 26, 1998 and September 27, 1997, respectively. This
amortization approximated $0.6 million for both the three months ended September
26, 1998 and September 27, 1997.
During the nine months ended September 27, 1997, the Company recorded
restructuring charges of $6.3 million relating to the downsizing of its
manufacturing and distribution operations. These costs consisted primarily of
lease cancellation costs ($2.3 million) at its Peterborough, N.H. and Beauport,
Quebec facilities, impairment of fixed assets ($1.7 million), principally
leasehold improvements at its Peterborough, N.H. facility, and severance and
employee costs associated with the shutdown of three of the Company's
manufacturing facilities, and are included in Restructuring Charges in the
Unaudited Consolidated Statements of Operations.
Operating income for the nine months ended September 26, 1998 was $4.5 million
compared to $8.1 million for the nine months ended September 27, 1997, excluding
the amortization of excess reorganization value and restructuring charges.
Including the amortization of excess reorganization value and restructuring
charges, the operating income was $2.7 million for the nine months ended
September 26, 1998, compared to $0.7 million for the nine months ended September
27, 1997. Operating income for the three months ended September 26, 1998 was
$5.0 million compared to $5.6 million for the same period in 1997.
As a result of Old SLM's Chapter 11 Filing, the Company incurred significant
legal and professional fees totaling $1.2 million during the nine months ended
September 27, 1997. These fees include the cost of the Company's legal
counselors, financial advisors and consultants, as well as those of its bankers,
senior noteholders and creditors. These costs, which represent approximately
17.0% of the Company's (loss) before extraordinary gain on discharge of debt for
the nine months ended September 27, 1997, are included as Chapter 11 and Debt
Related Fees in the Unaudited Consolidated Statements of Operations.
The Company received $5.0 million in September 1998 as proceeds from settlements
against three of its liability insurers relative to an action against these
insurers (see Note 11A). Other income for the nine and three months ended
September 26, 1998 include this $5.0 million of income, net of $0.7 million of
related professional fees.
During the reorganization proceedings the Company was generally not permitted to
pay interest. Therefore, the Company recorded interest expense only to the
extent paid or earned during the proceedings and to the extent it was probable
that the Bankruptcy Court would allow interest on pre-Petition Date debt as a
priority, secured or unsecured claim. On the Effective Date, the Company entered
into various debt agreements (see "Liquidity and Capital Resources" below)
resulting in interest expense thereafter.
Interest expense approximated $2.4 million and $0.7 million for the nine and
three months ended September 26, 1998 and $2.6 million and $1.4 million for the
nine and three months ended September 27, 1997. The nine months ended September
26, 1998 includes a pre-payment charge of $0.3 million associated with the
redemption of the Senior Secured Notes in March 1998 (see Note 9).
Income taxes approximated $2.5 million and $2.3 million for the nine and three
months ended September 26, 1998 and $3.8 million and $2.4 million for the nine
and three months ended September 27, 1997. Fresh-start reporting requires the
Company to report a provision in lieu of income taxes when there is a book
taxable income and utilization of a pre-reorganization net operating loss
carryforward. This requirement applies despite the fact that the Company's
pre-reorganization net operating loss carryforward and other deferred tax assets
would eliminate the related federal income tax payable. The amount of income tax
provision which has been used to reduce the
14
<PAGE>
SLM INTERNATIONAL, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
reorganizational value in excess of amounts allocable to identifiable assets has
been reflected as a provision in lieu of income taxes in the Company's Unaudited
Consolidated Statements of Operations.
The Company's income before extraordinary gain on discharge of debt for the nine
months ended September 26, 1998 was $2.0 million compared to a loss of $7.3
million in the comparable prior year period. For the three months ended
September 26, 1998, the income was $6.1 million compared to $1.5 million for the
three months ended September 27, 1997.
On April 11, 1997, the Company emerged from bankruptcy and, as a result of its
Reorganization Plan and implementation of fresh-start reporting, approximately
$58.7 million of its liabilities were forgiven and are included in Extraordinary
Gain on Discharge of Debt in the Unaudited Consolidated Statements of
Operations.
The Company`s net income for the nine months and three months ended September
26, 1998 was $2.0 million and $6.1 million, respectively, compared to $51.4
million and $1.5 million in the comparable prior year periods.
LIQUIDITY AND CAPITAL RESOURCES
Management expects to finance the Company's working capital and capital
expenditures requirements through cash generated by its operations and through
its new credit facilities (these facilities were amended in March 1998, see Note
9). On the Effective Date of the Reorganization Plan, the Company and two of its
U.S. subsidiaries, Maska U.S., Inc. and #1 Apparel, Inc., entered into a Credit
Agreement (the "U.S. Credit Agreement") with the lenders referred to therein and
The Chase Manhattan Bank, as Agent ("Chase"). Simultaneously, one of the
Company's Canadian subsidiaries, Sport Maska Inc., entered into a Credit
Agreement (the "Canadian Credit Agreement" and, together with the U.S. Credit
Agreement, the "Credit Agreements") with The Chase Manhattan Bank of Canada
("Chase Canada"). The maximum amount of loans and letters of credit that could
be outstanding under the Credit Agreements was $74.0 million. Total amounts
outstanding under the Credit Agreements were $1.8 million and $10.9 million at
December 31, 1997 and September 27, 1997, respectively. In addition, on April
11, 1997 the Company issued $29.5 million principal amount of 14% Senior Secured
Notes due April 11, 2004 (the "Senior Secured Notes"), pursuant to an Indenture
with the Bank of New York, as trustee.
During March 1998, the Company amended its Credit Agreements (the "New Credit
Agreements") to take advantage of its improved borrowing capacity. The maximum
amount of loans that may be outstanding under the New Credit Agreements is $60.0
million, consisting of $45.0 million revolving credit loans (subject to
collateral availability) and a $15.0 million term loan ("New Term Loan"). In
completing the amendments the Company redeemed, in full, its Senior Secured
Notes and all amounts outstanding under the term loan under its U.S. Credit
Agreement. The redemptions were effected by the New Credit Agreements (revolving
credit loan and term loan borrowings) and use of the Company's cash on hand.
Total amounts outstanding under the New Credit Agreements were $30.3 million at
September 26, 1998. (See Note 9).
The Company's financing requirements for long-term growth, future capital
expenditures and debt service are expected to be met through cash generated by
its operations, borrowings under its New Credit Facilities the issuance of
preferred stock and additional debt instruments. During the nine months ended
September 26, 1998, the Company's operations used $4.6 million of cash from its
operations as compared to $0.3 million provided by operations in 1997. The
Company's cash used in operations was primarily related to the increase of
accounts receivables that should become cash before the end of the year. The
Company had net income of $2.0 million for the nine months ended September 26,
1998 compared to a loss of $7.3 million, exclusive of the extraordinary gain on
discharge of debt, in 1997; however, the 1997 cash impact was mitigated due to
non-cash provisions for receivables, inventory and certain restructuring
charges. Income before interest, taxes, depreciation, amortization,
restructuring charges and Chapter 11 and debt related fees (EBITDA) was $10.9
million for the nine months ended September 26, 1998 compared to $10.1 million
in 1997.
Net cash used in investing activities during the nine months ended September 26,
1998 of $1.4 million consisted primarily of purchases of fixed assets. Net cash
flows provided by investing activities of $1.3 million during the nine months
ended September 27, 1997 included $1.8 million of proceeds from the sale of one
of the Company's subsidiaries, offset, in part, by $0.9 million of purchases of
fixed assets.
Net cash flows used in financing activities during the nine months ended
September 26, 1998 and September 27, 1997 were approximately $1.6 million and
$36.7 million, respectively. The use of cash in 1998 resulted primarily from
principal payments on debt ($32.7 million) including the redemption of the
Senior Secured Notes ($29.5
15
<PAGE>
SLM INTERNATIONAL, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
million) and the term loan under the U.S. Credit Agreement ($1.4 million),
offset in part by borrowings under the Company's New Credit Agreements for the
redemption of its long-term debt. Net cash flows used in financing activities
during the nine months ended September 27, 1997 of $36.7 million, consisted
primarily of payments to creditors on the Effective Date to satisfy claims
($36.1 million), costs incurred to secure new debt facilities ($2.1 million),
principal payments on debt ($2.4 million) including payment on the term loan
under the U.S. Credit Agreement and offset in part by borrowings under the
Company's Credit Agreements ($4.0 million) for its short-term working capital
requirements.
The Company follows the customary practice in the sporting goods industry of
offering extended payment terms to creditworthy customers on qualified orders.
The Company's working capital requirements generally peak in the third and
fourth quarters as it builds inventory and makes shipments under these extended
payment terms.
SUBSEQUENT EVENT
During October 1998, the Company entered into a definitive agreement to acquire
all of the outstanding shares of Sports Holding Corp. and its subsidiaries
(collectively, "SHC") for total consideration of approximately $98.8 million.
SHC is a manufacturer, distributor and marketer of ice and roller hockey
products, including protective equipment and hockey sticks sold under the
JOFA(R), KOHO(R), TITAN(R), CANADIEN(TM) and HEATON(R) brand names. The
acquisition is expected to be financed with the issuance of 12,500 shares of new
preferred stock and the incurrence of new long-term debt.
YEAR 2000 CONVERSION
The Company recognizes the need to ensure that its systems, applications and
hardware will recognize and process transactions for the year 2000 and beyond.
The Company, in its continuing efforts to increase efficiency and improve
operations, initiated information system modifications. The information system
modifications include, but are not limited to, Year 2000 compliance programs to
ensure that all systems and key processes will function properly with respect to
dates related to the year 2000 and beyond. The Company also has initiated
discussions with its significant suppliers, customers and financial institutions
to ensure that those parties have appropriate plans to remediate Year 2000
issues when their systems interface with the Company's systems or may otherwise
impact operations. The Company is assessing the extent to which its operations
are vulnerable should those organizations fail to properly remediate their
computer systems.
The Company's information system modification objectives, which includes the
Year 2000 issues, are being managed by experienced internal professionals and
are expected to be achieved either by modifying present systems using existing
internal and external programming resources or by installing new systems and by
monitoring supplier and other third party interfaces. The Company believes that
it will be able to achieve year 2000 compliance by the end of 1999. While the
Company believes its plans are adequate to address its Year 2000 concerns, many
factors could affect its ultimate success including, but not limited to, the
continued availability of outside resources and adequate financing. The Company
has not incurred significant separately identifiable costs related to year 2000
issues through September 26, 1998 and does not expect to incur significant
additional costs in order to become year 2000 compliant. The time and cost
estimates are based on currently available information. The results could differ
materially from those anticipated subject to uncertainties regarding the
availability of resources and the remediation success of the Company's suppliers
and customers among others.
16
<PAGE>
SLM INTERNATIONAL, INC.
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Reference is made to Note 11 of Notes to Unaudited Consolidated
Financial Statements included in Part I of this report.
ITEM 2. CHANGES IN SECURITIES.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 5. OTHER INFORMATION.
Effective August 1998, Douglas W. Rotatori resigned as director of the
Company. Effective August 1998, Greg S. Feldman was appointed to the
Board of Directors to fill the vacancy caused by such resignation.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits:
27.1 Financial Data Schedule.
(b) Reports on Form 8-K:
(i) On July 31, 1998 the Company filed a Form 8-K with
respect to the Company's wholly-owned subsidiary,
Maska U.S., Inc. ("Maska") obtaining a favorable jury
verdict in a case that Maska brought against several
insurance companies to recover environmental expenses
and damages.
(ii) On October 13, 1998 the Company filed a Form 8-K with
respect to the Company entering into an agreement to
acquire all of the outstanding shares of Sports
Holdings Corp. and its subsidiaries.
17
<PAGE>
SLM INTERNATIONAL, INC.
SIGNATURES
Pursuant to 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.
SLM INTERNATIONAL, INC.
(Registrant)
By: /s/ RUSSELL J. DAVID
----------------------------------
Name: Russell J. David
Title: Senior Vice-President, Finance
(Principal Financial and
Accounting Officer)
Date: November 13, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
SEPTEMBER 26, 1998 FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS CONTAINED THEREIN.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> SEP-26-1998
<CASH> 386
<SECURITIES> 0
<RECEIVABLES> 33,477
<ALLOWANCES> 0
<INVENTORY> 29,632
<CURRENT-ASSETS> 67,839
<PP&E> 8,771
<DEPRECIATION> 0
<TOTAL-ASSETS> 117,844
<CURRENT-LIABILITIES> 36,666
<BONDS> 0
0
0
<COMMON> 65
<OTHER-SE> 68,461
<TOTAL-LIABILITY-AND-EQUITY> 117,844
<SALES> 76,074
<TOTAL-REVENUES> 76,074
<CGS> 45,190
<TOTAL-COSTS> 45,190
<OTHER-EXPENSES> 24,208
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,369
<INCOME-PRETAX> 4,307
<INCOME-TAX> 2,351
<INCOME-CONTINUING> 1,956
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,956
<EPS-PRIMARY> 0.30
<EPS-DILUTED> 0.27
</TABLE>
