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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 MARCH 27, 1999
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
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THE HOCKEY COMPANY (Formerly SLM International, Inc.)
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(Exact name of registrant as specified in its charter)
Delaware 13-36-32297
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
c/o Maska U.S., Inc., 929 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 May 11, 1999
----- ---------------------------
Common Stock, 6,500,507
$.01 par value
<PAGE>
THE HOCKEY COMPANY
(Formerly SLM International, Inc.)
FORM 10-Q
Index
Page No.
Part I Financial Information
- ------ ---------------------
Item 1. Financial Statements
Unaudited Consolidated Balance Sheets at March 27,
1999, December 31, 1998 and March 28, 1998 1
Unaudited Consolidated Statements of Operations for the
Three Months ended March 27, 1999 and March 28, 1998 2
Unaudited Consolidated Statements of Comprehensive Loss
for the Three Months ended March 27, 1999 and March 28, 1998 3
Unaudited Consolidated Statements of Cash Flows for the
Three Months ended March 27, 1999 and March 28, 1998 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
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Item 1. Legal Proceedings 16
Item 2. Changes in Securities 16
Item 3. Defaults Upon Senior Securities 16
Item 4. Submission of Matters to a Vote of Security Holders 16
Item 5. Other Information 16
Item 6. Exhibits and Reports on Form 8-K 16
<PAGE>
THE HOCKEY COMPANY
(Formerly SLM International, Inc.)
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands)
<TABLE>
<CAPTION>
March 27, 1999 December 31, 1998 March 28, 1998(a)
-------------- ----------------- -----------------
<S> <C> <C> <C>
ASSETS
Current assets
Cash and cash equivalents $ 577 $ 2,593 $ 77
Accounts receivable, net 26,472 36,790 13,238
Inventories (see Note 3) 52,339 42,244 30,538
Prepaid expenses and other assets 5,565 7,842 4,797
--------- --------- ---------
Total current assets 84,953 89,469 48,650
Property, plant and equipment, net of accumulated
depreciation and amortization ($4,661, $3,605
and $2,091 respectively) 21,829 22,063 9,613
Intangible and other assets, net of accumulated
amortization (see Note 4) 95,566 95,646 44,519
--------- --------- ---------
Total assets $ 202,348 $ 207,178 $ 102,782
========= ========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Short-term debt (see Note 5a) $ 11,022 $ 8,572 $ 4,564
Accounts payable and accrued liabilities 24,473 25,929 14,002
Long-term debt, current portion (see Note 5b) -- -- 2,826
Income taxes payable 1,680 2,689 999
Liabilities subject to compromise under
reorganization proceedings (see Note 2b) 1,130 1,130 1,130
--------- --------- ---------
Total current liabilities 38,305 38,320 23,521
Long-term debt (see Note 5b) 89,818 88,568 12,670
Deferred income taxes 175 182 1,501
--------- --------- ---------
Total liabilities 128,298 127,070 37,692
--------- --------- ---------
Commitments and contingencies (see Note 8)
13% Pay-In-Kind preferred stock (see Note 6) 10,939 10,870 --
--------- --------- ---------
Stockholders' equity
Commonstock, par value $0.01 per share, 15,000,000
shares authorized, 6,500,507 shares issued and
outstanding at March 27, 1999, December 31, 1997 and
March 28, 1998 65 65 65
Common stock purchase warrants, 159,127 issued and
outstanding at March 27, 1999 and December 31, 1998 1,665 1,665 --
Additional paid-in capital 66,515 66,515 66,515
Retained earnings (2,246) 4,524 (1,113)
Foreign currency translation adjustments (2,888) (3,531) (377)
--------- --------- ---------
Total stockholders' equity 63,111 69,238 65,090
--------- --------- ---------
Total liabilities and stockholders' equity $ 202,348 $ 207,178 $ 102,782
========= ========= =========
</TABLE>
(a) Effective November 19, 1998, the Company acquired all of the issued and
outstanding share capital of Sports Holdings Corp. As at March 28, 1998
the balance sheet does not include the accounts of Sports Holdings Corp.
The accompanying notes are an integral part of the unaudited
consolidated financial statements.
1
<PAGE>
THE HOCKEY COMPANY
(Formerly SLM International, Inc.)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except share data)
<TABLE>
<CAPTION>
For the Three Months ended
March 27, 1999 March 28, 1998 March 28, 1998
(a) Proforma (b)
-------------------------------------------------
<S> <C> <C> <C>
Net sales $ 27,277 $ 17,517 $ 30,781
Cost of goods sold 16,234 10,892 18,652
-------------------------------------------------
Gross profit 11,043 6,625 12,129
Selling, general and administrative expenses 13,438 8,654 16,152
Amortization of excess reorganization value and goodwill 1,047 624 1,154
-------------------------------------------------
Operating loss (3,442) (2,653) (5,177)
Other expense, net 575 105 361
Interest expense 2,637 1,191 2,909
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Loss before income taxes (6,654) (3,949) (8,447)
Income taxes (360) 23 (457)
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Net loss (6,294) (3,972) (7,990)
Preferred stock dividends 406 -- 406
Accretion of 13% Pay-In-Kind preferred stock 69 -- 69
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Net loss attributable to common stockholders $ (6,769) $ (3,972) $ (8,465)
=================================================
Basic and Diluted net loss per share (see Note 7) $ (1.04) $ (.61) $ (1.30)
=================================================
</TABLE>
(a) Effective November 19, 1998, the Company acquired all of the issued and
outstanding share capital of Sports Holdings Corp. As such, the results of
operations of Sports Holdings Corp. for the three months period ended
March 28, 1998 are not included
(b) The proforma results of operations for the three months ended March 28,
1998 include the results of operations of Sports Holdings Corp. as if the
acquisition of Sports Holdings Corp. had taken place on January 1, 1998.
The accompanying notes are an integral part of the unaudited
consolidated financial statements.
2
<PAGE>
THE HOCKEY COMPANY
(Formerly SLM Intrenational, Inc.)
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Unaudited)
(In thousands)
<TABLE>
<CAPTION>
For the Three Months ended
March 27, 1999 March 28, 1998
(a)
-------------------------------
<S> <C> <C>
Net loss attributable to common stockholders $(6,769) $(3,972)
Foreign currency translation adjustments 643 172
-------------------------------
Net comprehensive loss attributable to common stockholders $(6,126) $(3,800)
===============================
</TABLE>
(a) Effective November 19, 1998, the Company acquired all of the issued and
outstanding share capital of Sports Holdings Corp. As such, the
comprehensive loss of Sports Holdings Corp. for the three month period
ended March 28, 1998 is not included.
The accompanying notes are an integral part of the unaudited
consolidated financial statements.
3
<PAGE>
THE HOCKEY COMPANY
(Formerly SLM International, Inc.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
<TABLE>
<CAPTION>
For the Three Months ended
-------------------------------
March 27, 1999 March 28, 1998
(a)
-------------------------------
<S> <C> <C>
OPERATING ACTIVITIES :
Net loss $ (6,294) $ (3,972)
Adjustments to reconcile net income to net cash provided by (used in) operating
activities :
Depreciation and amortization 2,477 1,427
Provisions for inventory, doubtful accounts and other deductions 375 2,430
Deferred income taxes (390) --
Gain on sale and disposal of fixed assets -- (13)
Loss on foreign exchange 147 --
Change in operating assets and liabilities :
Accounts receivable 10,371 7,419
Inventories (9,293) (1,878)
Prepaid expenses and other assets 1,438 (228)
Accounts payable and accrued liabilities (2,350) (622)
-------------------------------
Net cash provided by (used in) operating activities (3,519) 4,563
-------------------------------
INVESTING ACTIVITIES :
Purchases of fixed assets (676) (636)
Proceeds from sales of fixed assets 10 30
-------------------------------
Net cash used in investing activities (666) (606)
-------------------------------
FINANCING ACTIVITIES :
Proceeds from borrowings, net 2,447 4,149
Principal payments on debt (300) (30,990)
Proceeds from long-term debt -- 15,000
Exercise of warrants -- 8
Deferred financing costs -- (90)
-------------------------------
Net cash provided by (used in) financing activities 2,147 (11,923)
-------------------------------
Effects of foreign exchange rate changes on cash 22 (8)
-------------------------------
Decrease in cash (2,016) (7,974)
Cash and cash equivalents at beginning of period 2,593 8,051
-------------------------------
Cash and cash equivalents at end of period $ 577 $ 77
===============================
</TABLE>
(a) Effective November 19, 1998, the Company acquired all of the issued and
outstanding share capital of Sports Holdings Corp. As such, the cash flows
of Sports Holding Corp. for the three month period ended March 28, 1998
are not included.
The accompanying notes are an integral part of the unaudited
consolidated financial statements.
4
<PAGE>
THE HOCKEY COMPANY
(Formerly 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, Change of Corporate Name and Principles of
Consolidation:
The Hockey Company was incorporated in September 1991 and reorganized in April
1997.
On January 31, 1999, the Board of Directors of The Hockey Company (the
"Company") adopted an amendment to the Company's Certificate of Incorporation by
unanimous written consent to change the name of the Company from SLM
International, Inc. to The Hockey Company. The amendment was filed with the
Secretary of the State of the State of Delaware on February 9, 1999.
The Company designs, develops, manufactures and markets a broad range of
sporting goods. The Company manufactures hockey and hockey related products,
including hockey uniforms, hockey sticks, protective equipment, hockey, figure
and inline skates as well as street hockey products, marketed under the CCM(R)
brand name as well as the Jofa(R), Koho(R), Heaton(R), Titan(R), and Canadien
(TM) brand names, and private label brands and licensed sports apparel under the
CCM(R) and #1 Apparel(TM) brand 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, Finland and Sweden and sources products internationally.
All significant intercompany transactions and accounts are 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 THC and its subsidiaries (collectively, the
"Company").
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 and Statements of
Cash Flows for the 1999 and 1998 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. 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, 1998. Certain prior period amounts have been
reclassified to conform to the current period presentation.
C. Accounting Pronouncements
Effective June 15, 1999, the Company will be required to implement Statement of
Financial Accounting Standards 133 ("SFAS 133") Accounting for Derivative
Instruments and Hedging Activities. The Company has not yet completed its
evaluation of the impact of SFAS 133 on the financial statements; however, the
Company does not include significant use of derivative instruments or hedging
activities in its business operations.
Effective January 1, 1999, the Company was required to implement AICPA Statement
of Position 98-1 ("SOP 98-1") Accounting for the Costs of Computer Software
Developed or Obtained for Internal Use. This standard did not have any
significant effect on the Company's financial position or result of operations.
Effective January 1, 1999, the Company was required to implement AICPA statement
of Position 98-5 ("SOP 98-5") Reporting on the Costs of Start-Up Activities.
This standard did not have any significant effect on the Company's financial
position or results of operations.
2. Significant Activities
a) Business Acquisition-Sports Holdings Corporation
Effective November 19, 1998 ("Aquisition Date"), the Company acquired all of the
issued and outstanding capital stock of Sports Holdings Corp., a privately held
manufacturer and distributor of hockey equipment sold under the Jofa(R),
Koho(R), Heaton(R) , Titan(R) and Canadien(TM) brand names, with operations in
Canada, the United States, Finland and Sweden. The operations are carried out
through Tropsport Acquisitions Inc. in Canada, SHC Hockey Inc. (formerly Karhu
U.S.A. Inc.) in the United States, KHF Sports Oy in Finland and JOFA Holding AB,
JOFA AB and JOFA Norge A/S in Sweden, all of which were 100%-owned by Sports
Holdings Corp. at the acquisition date. The acquisition has been accounted for
using the purchase method and, accordingly, the purchase price was allocated to
the acquired assets and liabilities based on their estimated fair value as at
the acquisition date. The excess of the purchase price over the fair value of
the identifiable net assets acquired ($53.1 million) has been recorded as
goodwill and is being amortized on a straight-line basis over a period of 25
years. On April 1, 1999, SHC Hockey Inc. merged with Maska U.S., Inc. and
Tropsport Acquisitions Inc. amalgamated with Sport Maska Inc.
5
<PAGE>
THE HOCKEY COMPANY
(Formerly SLM International, Inc.)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
b) Liabilities Subject to Compromise Under Reorganization Proceedings
THC and six of its subsidiaries (collectively, "Old THC") 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"). The
Bankruptcy Court entered an order authorizing the joint administration of Old
THC's Chapter 11 cases (the "Chapter 11 Cases"). On September 12, 1996, Old THC
filed a Chapter 11 Plan of Reorganization and, on November 13, 1996, Old THC
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 THC emerged from
bankruptcy ("New THC").
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 March 27, 1999, December 31, 1998 and March 28, 1998, priority claims
of $1,130 remain subject to resolution with the Bankruptcy Court.
3. Inventories
Net inventories consist of:
<TABLE>
<CAPTION>
March 27, 1999 December 31, 1998 March 28, 1998
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Finished products $40,403 $31,659 $23,274
Work in process 2,866 2,145 1,407
Raw materials and supplies 9,070 8,440 5,857
- ---------------------------------------------------------------------------------------------
$52,339 $42,244 $30,538
=============================================================================================
</TABLE>
4. Intangible and other assets
Net intangible and other assets consist of:
<TABLE>
<CAPTION>
March 27, 1999 December 31, 1998 March 28, 1998
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Goodwill $52,942 $52,913 $ --
Excess Reorganization intangible 36,920 37,485 42,920
Deferred Financing Costs 4,492 4,878 1,583
Other 1,212 370 16
- ---------------------------------------------------------------------------------------------------
$95,566 $95,646 $44,519
===================================================================================================
</TABLE>
Amortization expense for intangible assets was $ 1,475 for the three months
ended March 27, 1999 compared to $808 for the three months ended March 28, 1998.
5. Revolving credit facilities and long-term debt
a) Revolving credit facilities
i)
Effective November 19, 1998, two of the Company's U.S. subsidiaries, Maska U.S.
Inc. and SHC Hockey Inc. entered into a credit agreement (the "New U.S. Credit
Agreement") with the lenders referred to therein and with General Electric
Capital Corporation as Agent and Lender. Simultaneously, two of the Company's
Canadian subsidiaries, Sport Maska Inc. and Tropsport Acquisitions Inc. entered
into a credit agreement (the "New Canadian Credit Agreement") with the lenders
referred to therein and General Electric Capital Canada Inc., as Agent and
Lender. The maximum amount of loans and letters of credit that may be
outstanding under the two credit agreements (collectively "the New Credit
Agreements") is U.S. $70,000, U.S. $35,000 for each of the New Credit Agreements
(or its Canadian dollar equivalent in the case of the Canadian Credit
Agreement). Each of the New Credit Agreements is subject to a minimum excess
requirement of $1,750. The New Credit Agreements are collateralized by eligible
accounts receivable and inventories of the borrowers and are further
collateralized by a guarantee of the Company and its other North American
subsidiaries. Total borrowings outstanding under the New Credit Agreements at
March 27, 1999 and December 31, 1998 were $6,786 and $5,176 (Excluding
outstanding letters of credit for $4,600 at March 27, 1999 and $6,400 at
December 31, 1998). The New Credit Agreements are for a period of two years with
a possible extension of one year by the Company.
Borrowings under the New U.S. Credit Agreements bear interest at rates between
U.S. prime plus 0.25%-1.00% and LIBOR plus 1.50%-2.50% depending on the
borrowers' Operating Cash Flow Ratio, as defined in the agreement. Borrowings
under the New Canadian Credit Agreement bear interest at rates between the
Canadian prime rate and 0.75%-2.00% and LIBOR plus
6
<PAGE>
THE HOCKEY COMPANY
(Formerly SLM International, Inc.)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
0.75%-2.00% depending on the borrowers' Operating Cash Flow Ratio, as defined in
the agreement. In addition, the borrowers are charged a monthly commitment fee
at an annual rate of up to 3/8 of 1% on the unused portion of the revolving
credit facilities under the New Credit Agreements and certain other fees.
The New Credit Agreements contain customary negative and affirmative covenants
including those relating to capital expenditures, total indebtedness to EBITDA,
minimum interest coverage and fixed charges coverage ratio.
ii)
On the effective date of the Reorganization Plan, THC 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 "Old 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 "Old Canadian Credit
Agreement" and, together with the Old U.S. Credit Agreement, the "Old Credit
Agreements") with The Chase Manhattan Bank of Canada ("Chase Canada").
During March 1998, the Company amended its Old Credit Agreements ("Amended
Credit Agreements") to take advantage of its improved borrowing capacity. In
completing the amendments the Company redeemed, in full, its Senior Secured
Notes and all amounts outstanding under the $4,000 Term Loan under its Old U.S.
Credit Agreement. The redemptions were effected by the Amended Credit Agreements
(additional revolving credit loan borrowings under the Amended Credit Agreements
and the Amended Term Loan) and use of the Company's cash on hand. The maximum
amount of loans that may have been outstanding under the Amended Credit
Agreements was $60,000, consisting of $45,000 revolving credit loans and a
$15,000 term loan ("Amended Term Loan"). Borrowings under the Amended Credit
Agreements beared interest at an alternate base rate per annum or at an interest
rate based on LIBOR plus 1 3/4% per annum on Amended 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 an alternate base rate plus 1/4 per annum
or at an interest rate based on LIBOR plus 2% per annum on the Amended Term
Loan. Interest and principal on the Amended Term Loan were payable in quarterly
installments ($600 principal) through April 2000, beginning in April 1998. Total
amounts outstanding under the Amended Credit Agreements were $19,564 at March
28, 1998.
The Old Credit Agreements were fully repaid and the Amended Credit Agreements
were cancelled when the Company entered into the New Credit Agreements with
General Electric Capital Inc.
b) Long-term debt
Secured Loans
On November 19, 1998, in connection with its acquisition of Sports Holdings
Corp., the Company and Sport Maska Inc. entered into a Secured Loan Agreement
with the Caisse de Depot et Placement du Quebec to borrow a total of Canadian
$135,800. The loan is for a period of two years, maturing November 19, 2000 and
may be extended for an additional one year term at the Company's request and
upon payment of an extension fee. The loan bears interest at a rate equal to the
Canadian Bankers' Acceptance Rate plus 4% or the Canadian Prime Rate plus 4.5%.
The loan is collateralized by all of the tangible and intangible assets of the
Company subject to the prior ranking claims on accounts receivable and
inventories by the lenders under the Company's revolving credit facilities. The
loan is guaranteed by the Company and all of its subsidiaries in Canada and the
U.S.
The loan contains customary negative and affirmative covenants including those
relating to capital expenditures, total indebtedness to EBITDA, minimum total
EBITDA and minimum interest coverage.
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.
In March 1998, the Company redeemed, in full, the Senior Secured Notes with the
proceeds of additional borrowings under its Amended Credit Agreements and with
the proceeds from the Amended Term Loan in the principal amount of $15,000
bearing interest at an alternate base rate plus 0.25% per annum or at an
interest rate based on LIBOR plus 2.00% per annum. Interest and principal on the
Amended Term Loan was payable in quarterly instalment ($625 principal) through
April 2000, beginning in April 1998. The Amended Term Loan was repaid in full
when the Company entered into its Secured Loan Agreement on November 19, 1998.
6. Preferred Stock
7
<PAGE>
THE HOCKEY COMPANY
(Formerly SLM International, Inc.)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
On November 19, 1998, the Company issued 100,000 shares of 13% Pay-In-Kind
redeemable, $0.01 par value per share, cumulative preferred stock together with
warrants to purchase 159,127 common shares of the Company at a purchase price of
$0.01 per share, for cash consideration of $12,500 (par value).
The fair value of the warrants was determined to be $1,665 and has been recorded
in Stockholder's Equity as common stock purchase warrants. The balance of the
proceeds, $10,835, has been recorded as 13% Pay-In-Kind preferred stock. The
difference between the redemption value of the preferred stock and the recorded
amount is being accreted on a straight-line basis over the seven year period
ending November 19, 2005, by a charge to retained earnings.
Dividends, which are payable semi-annually from November 19, 1998, may be paid
in cash or in shares of the 13% Pay-In-Kind preferred stock, at the Company's
option. The preferred stock is non-voting. If the Company fails to redeem the
preferred stock on or before November 19, 2005 and for a sixty day period or
more after being notified of its failure to redeem the preferred stock, then the
preferred stockholders, as a class of stockholders, have the option to elect one
director to the Company's Board of Directors with the provision that the
preferred stockholders are to elect 28% of the Company's directors.
The preferred stock is redeemable, at any time after November 19, 2000, in whole
or in part, at the option of the Company, at a redemption price (together with
all accumulated and unpaid dividends) as follows :
Year Percentage of par value
2000 106.500%
2001 104.333%
2002 102.166%
2003 and thereafter 100.000%
The preferred stock must be redeemed by the Company upon a change of control or
by November 19, 2005.
7. Earnings Per Share
Net loss per share for the three month periods are as follows :
Proforma
<TABLE>
<CAPTION>
For the Three For the Three For the Three
Months ended Months ended Months ended
March 27, 1999 March 28, 1998 March 28, 1998
(b)
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net loss attributable to common stockholders $ (6,769) $ (3,972) $ (8,465)
Weighted average common shares outstanding 6,500,507 6,500,437 6,500,437
- -------------------------------------------------------------------------------------------------
Net loss per share (Basic (a)) $ (1.04) $ (0.61) $ (1.30)
=================================================================================================
</TABLE>
(a) Common equivalent shares include warrants and stock options when dilutive.
The Company used the average book value of its common stock in calculating
the common equivalent shares as required by statement of Financial
Accounting Standards no. 128 due to the fact that Company's stock had
extremely limited trading volume during the period. As a result of the net
losses for the three month period ended March 27, 1999 and March 28, 1998,
and the market price used, there was an antidilutive effect and,
therefore, Diluted losses per share equal Basic losses per share.
(b) The proforma results of operations for the three months ended March 28,
1998 include the results of operations of Sports Holdings Corp. as if the
acquisition of Sports Holdings Corp. had taken place on January 1, 1998.
8. 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
8
<PAGE>
THE HOCKEY COMPANY
(Formerly SLM International, Inc.)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
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 had 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 THC'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. Copeland filed an appeal of this decision
which is pending.
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 $829 of related
professional fees, as other income in the 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 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 counter-claim 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. These actions have been settled, providing for a net final payment of
$25 to American Home and the execution of mutual releases by all involved
parties.
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 for an estimated $630. The Company
believes these motions to be without merit.
In October 1997, the Company (SHC) sold the assets of its ski and snowboard
division to Trak Inc. and 3410137 Inc., collectively "Trak". In July 1998, Trak
filed a claim against the Company (SHC, SHC Hockey Inc. and Tropsport
Acquisitions Inc.) alleging certain incorrect representations and warranties in
the context of this sale. They are claiming an amount in excess of $350. The
Company believes that this claim is 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.
9
<PAGE>
THE HOCKEY COMPANY
(Formerly SLM International, Inc.)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
9. Segment Information
Reportable Segments
- -------------------
The Company has two reportable segments : Hard Goods and Soft Goods. The Hard
Goods segment derives its revenue from the sale of skates, including ice-hockey,
roller-hockey and figure skates, as well as protective hockey equipment and
sticks for both players and goaltenders. The Soft Goods segment derives its
revenue from the sale of hockey apparel, such as authentic and replica hockey
jerseys, as well as a high quality line of baseball style caps, jackets and
other casual apparel using its own designs and graphics.
Measurement of Segment Profit or Loss and Segment Assets
- --------------------------------------------------------
Segment assets only include inventory.
Information about Segment Profit or Loss and Segment Assets
- -----------------------------------------------------------
<TABLE>
<CAPTION>
Hard Soft Segment
Goods Goods Totals
<S> <C> <C> <C>
For the three month period ended and as at March 27, 1999
- ---------------------------------------------------------------------------------------
Net sales 20,324 6,953 27,277
Gross profit 8,379 2,664 11,043
Depreciation of property, plant and equipment 847 155 1,002
Segment assets 38,997 13,342 52,339
- ---------------------------------------------------------------------------------------
For the three month period ended and as at March 28, 1998
- ---------------------------------------------------------------------------------------
Net sales 9,876 7,641 17,517
Gross profit 3,835 2,790 6,625
Depreciation of property, plant and equipment 424 195 619
Segment assets 19,955 10,583 30,538
- ---------------------------------------------------------------------------------------
</TABLE>
10
<PAGE>
THE HOCKEY COMPANY
(Formerly SLM International, Inc.)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
Reconciliations of segment profit or loss and segment assets
- ------------------------------------------------------------
<TABLE>
<CAPTION>
Three Month period ended
1999 1998
March 27 March 28
- ---------------------------------------------------------------------------------------
<S> <C> <C>
Segment profit or loss
Gross Profit 11,043 6,625
Unallocated amounts :
Selling general and administrative expenses 13,438 8,654
Amortization of excess reorganizational value and goodwill 1,047 624
Restructuring and unusual charges -- --
Chapter 11 and debt related fees -- --
Other expense, net 575 105
Interest expense 2,637 1,191
- ---------------------------------------------------------------------------------------
Loss before income taxes (6,654) (3,949)
- ---------------------------------------------------------------------------------------
<CAPTION>
1999 1998
March 27 March 28
- ---------------------------------------------------------------------------------------
<S> <C> <C>
Segment assets
Total assets for reportable segments 52,339 30,538
Unallocated amounts
Cash 577 77
Accounts receivable 26,472 13,238
Prepaid expenses of other receivables 5,565 4,797
Unallocated property, plant and equipment, net 21,829 9,613
Intangible and other assets, net 95,566 44,519
- ---------------------------------------------------------------------------------------
Total assets 202,348 102,782
- ---------------------------------------------------------------------------------------
</TABLE>
Geographic information
- ----------------------
<TABLE>
<CAPTION>
Three Month period ended
1999 1998
March 27 March 28
- ---------------------------------------------------------------------------------------
<S> <C> <C>
United States 12,651 9,171
Canada 8,980 7,598
Europe and United Kingdom 5,646 748
- ---------------------------------------------------------------------------------------
27,277 17,517
- ---------------------------------------------------------------------------------------
</TABLE>
The segmentation of sales is based on location of the subsidiaries from which
the sales originated.
<TABLE>
<CAPTION>
Property, plant and equipment & goodwill 1999 1998
March 27 March 28
- ---------------------------------------------------------------------------------------
<S> <C> <C>
Canada 76,798 45,991
USA 15,253 6,542
Europe 19,640 --
- ---------------------------------------------------------------------------------------
111,691 52,533
- ---------------------------------------------------------------------------------------
</TABLE>
11
<PAGE>
THE HOCKEY COMPANY
(Formerly SLM International, Inc.)
Management's Discussion and Analysis of Financial Condition
and Results of Operations
Item 2.
Introduction
The Hockey Company was incorporated in September 1991 and reorganized in April
1997.
On January 31, 1999, the Board of Directors of The Hockey Company (the
"Company") adopted an amendment to the Company's certificate of Incorporation by
unanimous written consent to change the name of the Company from SLM
International, Inc. to The Hockey Company. The amendment was filed with the
Secretary of State of the State of Delaware on February 9, 1999.
The operations of The Hockey Company and its subsidiaries (collectively, the
"Company") include the design, development, manufacturing and marketing of a
broad range of sporting goods. The Company manufactures hockey and hockey
related products, including hockey uniforms, hockey sticks, protective
equipment, hockey, figure and inline skates and street hockey products, marketed
under the CCM(R), JOFA(R), KOHO(R), Heaton(R), Titan(R) and Canadien(TM) brand
names, and private label brands and licensed sports apparel under the CCM(R),,
and #1 Apparel(TM) 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, Finland and
Sweden and sources products internationally.
Effective November 19, 1998, the Company acquired all of the issued and
outstanding share capital of Sports Holdings, Corp., a privately held
manufacturer and marketer of hockey equipment. The results of operations related
to this acquisition have been included in these consolidated financial
statements from the effective date of acquisiton.
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.
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.)
12
<PAGE>
THE HOCKEY COMPANY
(Formerly SLM International, Inc.)
Management's Discussion and Analysis of Financial Condition
and Results of Operations
Results of Operations for the Three Month period ended March 27, 1999 and March
28, 1998.
1999 Compared to 1998 (proforma)
The results of operations for the three month period ended March 27, 1999 is
being compared to the proforma results of operations for the three month period
ended March 28, 1998 in order to compare 1999 results to 1998 as if the
acquisition of Sports Holdings Corp. had taken place on January 1, 1998. The
Company believes that this comparison is more meaningful than a comparison to
actual 1998 results. Net sales decreased 11.4% to $27.3 million in the three
months ended March 27, 1999, as compared to $30.8 million in the three months
ended March 28, 1998. The decrease was attributable primarily to lower sales of
inline skates, apparel and protective equipment, offset, in part, by higher
sales of goaltender equipment and the distribution of non-hockey products in
Europe. The Company's customers continued to attempt to reduce their retail and
distributor inventory levels to more acceptable levels, having an effect on
sales in the first quarter of 1999.
Gross profit for the three months ended March 27, 1999 was $11.0 million
compared to $12.1 million in 1998, a decrease of 9.1% attributable to the
reduction of sales referred to above. Measured as a percentage of net sales,
gross profit margins increased to 40.5% in 1999 from 39.4% in 1998, reflecting
the positive results of ongoing cost reduction initiatives, as well as a better
sales mix of prime product sales versus discontinued product sales.
For the three months ended March 27, 1999, selling, general and administrative
expenses decreased 16.8% to $13.4 million compared to $16.2 million in 1998.
Measured as a percentage of net sales, these expenses were 49.3% in 1999
compared to 52.5% in 1998. Selling, general and administrative expenses have
been reduced substantially due to ongoing cost reductions resulting from the
synergies realized from the acquisition and integration of Sports Holdings Corp.
The amortization of excess reorganization value and goodwill decreased from $1.2
million in 1998 to $1.0 million in 1999. The operating loss for the three month
period ending March 27, 1999 was $3.4 million, compared to $5.2 million for the
three month period ending March 28, 1998.
Other expense consisted primarily of amortization of deferred financing costs
that increased in the fourth quarter of 1998 following the acquisition of Sport
Holdings Corp. ($0.4 million of amortization expense in the three months ending
March 27, 1999 compared to $0.2 million in the three months ending March 28,
1998).
Interest expense of $2.6 million for the three months ended March 27, 1999
decreased by $0.3 million from the same period for the prior year ($2.9
million).
The Company's net loss for the three months ended March 27, 1999 was $6.3
million compared to $8.0 million for the three months ended March 28, 1998.
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 existing credit facilities. Effective November 19, 1998, two of the
Company's subsidiaries, Maska U.S. Inc. and SHC Hockey Inc., entered into a
credit agreement (the "New U.S. Credit Agreement") with the lenders referred to
therein and with General Electric Capital Corporation as Agent and Lender.
Simultaneously, two of the Company's Canadian subsidiaries, Sport Maska Inc. and
Tropsport Acquisitions Inc., entered into a credit agreement (the " New Canadian
Credit Agreement") with the lenders referred to therein and General Electric
Capital Canada Inc. as Agent and Lender. The maximum amount of loans and letters
of credit that may be outstanding under the two credit agreements (collectively,
the "New Credit Agreements") is $70.0 million.
The New Credit Agreements are for a period of two years with a possible
extension of one year by the Company. Total borrowings outstanding under the New
Credit Agreements were $6.8 million on March 28, 1999 (not considering $4.6
million of letters of credit outstanding).
In addition, on November 19, 1998 in connection with its acquisition of Sports
Holdings Corp., the Company and Sport Maska Inc. entered into a credit agreement
with the Caisse de Depot et Placement du Quebec to borrow the Canadian dollar
equivalent of $87,500,000. The loan is for a period of two years, maturing
November 19, 2000 and may be extended for an additional one year term at the
Company's request and upon payment of an extension fee.
The Company's financing requirements for long-term growth, future capital
expenditures and debt service are expected to be met through cash generated from
its New Credit Agreements. During the three months ended March 27, 1999, the
Company's operations used $3.5 million of cash from its operations as compared
to $4.6 million of cash provided in 1998. The difference is mainly attributable
to accelerated building of inventory in 1999 compared to 1998. The inventory
increased by $10.1 million during the three months period ending March 27, 1999
as compared to $2.1 million during the three month period ending March 28, 1998.
Loss before interest, taxes, depreciation, amortization, restructuring and
unusual charges (EBITDA) was $1.4 million for the period ended March 27, 1999
compared to $1.3 million in 1998.
Cash used in investing activities during the three months ended March 27, 1999
and the three months ended March 28, 1998 included $0.7 million and $0.6
million, respectively, of purchases of fixed assets.
13
<PAGE>
THE HOCKEY COMPANY
(Formerly SLM International, Inc.)
Management's Discussion and Analysis of Financial Condition
and Results of Operations
During the three month period ended March 27, 1999, financing activities
provided $2.1 million resulting from borrowings under the Company's New Credit
Agreements compared to a use of cash of $11.9 million for the same period last
year. The use of cash in 1998 resulted primarily from principal payments on debt
($31.0 million) including the redemption of the Senior Secured Notes ($29.5
million) and the term loan under the Old 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.
The Company follows the customary practice in the sporting goods industry of
offering extended payment terms to credit-worthy customers on qualified orders.
The Company's working capital requirements generally peak in the third and
fourth quarters as it builds inventory and make shipments under these extended
payment terms.
Year 2000 Conversion
The inability of business processes to continue to function correctly in the
Year 2000 could have serious adverse effects on companies and entities
throughout the world. The Company has undertaken a global effort to identify and
mitigate Year 2000 issues in its information systems, products, facilities and
suppliers.
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. Based on the Company's evaluation to date, management
believes that alternative sources of supply are available or could be developed
within a reasonable amount of time should compliance become on issue for
individual suppliers to the Company.
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 believe 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 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.
14
<PAGE>
THE HOCKEY COMPANY
(Formerly SLM International, Inc.)
Management's Discussion and Analysis of Financial Condition
and Results of Operations
Euro Conversion
On January 1, 1999, eleven of the fifteen member countries of the European Union
established fixed conversion rates between their existing sovereign currencies
and the euro. The participating countries agreed to adopt the euro as their
common legal currency on that date. Fixed conversion rates between these
participating countries' existing currencies (the legacy currencies) and the
euro were established as of that date. The legacy currencies are scheduled to
remain legal tender as denominations of the euro until at least January 1, 2002
(but not later than July 1, 2002.) During this transition period, parties may
settle transactions using either the euro or a participating country's legacy
currency. The Company is addressing the potential impact resulting from the euro
conversion, including competitive implications related to pricing and foreign
currency considerations.
Management currently believes that the introduction of the euro will not have a
material impact related to pricing or foreign currency exposures. Finland and
Sweden, which are the locations of the Company's overseas foreign subsidiaries,
are not member countries of the European Union, and as a result, did not adopt
the euro. The subsidiaries' transactions and debt are denominated in their local
currencies. However, uncertainty exists as to the effects the euro will have on
the marketplace.
15
<PAGE>
THE HOCKEY COMPANY
(Formerly SLM International, Inc.)
PART II
OTHER INFORMATION
Item 1. Legal Proceedings.
Reference is made to Note 8 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.
None.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits :
27.1 Financial Data Schedule.
(b) Reports on Form 8-K :
(i) On February 9, 1999, the Company filed a Current Report on
Form 8-K with respect to the filing of an amendment to the
Company's Amended and Restated Certificate of Incorporation
pursuant to which the Company changed its name to "The Hockey
Company." This report was filed in compliance with Item 5 of
Form 8-K.
(ii) On February 9, 1999, the Company filed a Current Report on
Form 8-K with respect to the completion of the acquisition of
Sports Holding Corp. This report was filed in compliance with
Item 2 of Form 8-K.
(iii) On March 9, 1999, the Company filed a Current Report on Form
8-K with respect to the extension to subsidiaries of the
Company of revolving credit loans furnished by General
Electric Capital Corporation and General Electric Capital
Canada Inc. This report was filed in compliance with Item 5 of
Form 8-K.
16
<PAGE>
THE HOCKEY COMPANY
(Formerly 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, in the town of Williston, state of Vermont, on the 11th
day of May, 1999.
THE HOCKEY COMPANY
(Formerly SLM International Inc.).
(Registrant)
By: /s/ Russell J. David
-------------------------------------------------------
Name: Russell J. David
Title: Senior Vice-President , Finance & Administration
(Principal Financial and Accounting Officer)
- --------------------------------------------------------------------------------
Date: MAY 11, 1999
- --------------------------------------------------------------------------------
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MARCH 27,
1999 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> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-27-1999
<CASH> 577
<SECURITIES> 0
<RECEIVABLES> 26,472
<ALLOWANCES> 0
<INVENTORY> 52,339
<CURRENT-ASSETS> 84,953
<PP&E> 21,829
<DEPRECIATION> 0
<TOTAL-ASSETS> 202,348
<CURRENT-LIABILITIES> 38,305
<BONDS> 0
10,939
0
<COMMON> 65
<OTHER-SE> 63,046
<TOTAL-LIABILITY-AND-EQUITY> 202,348
<SALES> 27,277
<TOTAL-REVENUES> 27,277
<CGS> 16,234
<TOTAL-COSTS> 16,234
<OTHER-EXPENSES> 15,060
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,637
<INCOME-PRETAX> (6,654)
<INCOME-TAX> (360)
<INCOME-CONTINUING> (6,294)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (6,294)
<EPS-PRIMARY> (1.04)
<EPS-DILUTED> (1.04)
</TABLE>
