<PAGE>
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 June 26, 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.)
- -------------------------------------------------------------------------------
(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
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(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 August 7, 1999
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Common Stock, 6,500,541
$.01 par value
<PAGE>
THE HOCKEY COMPANY
FORM 10-Q
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(In thousands)
<TABLE>
<CAPTION>
PAGE NO.
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<S> <C>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Unaudited Consolidated Balance Sheets at June 26, 1999 and
December 31, 1998 1
Unaudited Consolidated Statements of Operations for the Three
Months and Six Months ended June 26, 1999 and for the Three Months
and Six Months ended June 27, 1998 2
Unaudited Consolidated Statements of Comprehensive (Loss) Income
for the Three Months and Six Months ended June 26, 1999 for the
Three Months and Six Months ended June 27, 1998 3
Unaudited Consolidated Statements of Cash Flows for the Six Months
Ended June 26, 1999 and for the Six Months Ended June 27, 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
Item 1. Legal Proceedings 15
Item 2. Changes in Securities 15
Item 3. Defaults Upon Senior Securities 15
Item 4. Submission of Matters to a Vote of Security Holders 15
Item 5. Other Information 15
Item 6. Exhibits and Reports on Form 8-K 15
</TABLE>
<PAGE>
THE HOCKEY COMPANY
FORM 10-Q
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(In thousands)
<TABLE>
<CAPTION>
June 26, 1999 Dec. 31, 1998
---------------------------------
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents $ 33 $ 2,593
Accounts receivable, net 44,935 36,790
Inventories (See Note 3) 61,228 42,244
Prepaid expenses and other assets 6,186 7,842
---------------------------------
Total current assets 112,382 89,469
Property, plant and equipment, net of accumulated depreciation and amortization
($2,016 and $3,605, respectively) 22,015 22,063
Intangible and other assets, net of accumulated amortization (See note 4) 96,867 95,646
---------------------------------
Total assets $231,264 $207,178
---------------------------------
---------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Short-term debt (See Note 5) $ 34,268 $ 8,572
Accounts payable and accrued liabilities 26,694 25,929
Income taxes payable 1,987 2,689
Other current liabilities 698 1,130
---------------------------------
Total current liabilities 63,647 38,320
Long-term debt (See Note 5) 92,892 88,568
Deferred income taxes 110 182
---------------------------------
Total liabilities 156,649 127,070
---------------------------------
Commitments and contingencies (See Note 8)
13% Pay-In-Kind preferred stock (See Note 6) 10,977 10,870
Stockholders' equity
Common stock, par value $0.01 per share, 15,000,000 shares authorized,
6,500,541 shares issued and outstanding at June 26, 1999 and 6,500,007
shares issued and outstanding at December 31, 1998 65 65
Common stock purchase warrants, 159,127 issued and outstanding at
June 26, 1999 and December 31, 1998 1,665 1,665
Additional paid-in capital 66,515 66,515
Retained (deficit) earnings (2,620) 4,524
Foreign currency translation adjustments (1,987) (3,531)
---------------------------------
Total stockholders' equity 63,638 69,238
---------------------------------
Total liabilities and stockholders' equity $231,264 $207,178
---------------------------------
---------------------------------
</TABLE>
The accompanying notes are an integral part of the unaudited consolidated
financial statements.
1
<PAGE>
THE HOCKEY COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(In thousands, except share data)
<TABLE>
<CAPTION>
1999 1999 1998 1998 1998 Pro- 1998 Pro-
Forma Forma
For the Three For the Six For the Three For the Six For the Three For the Six
Months ended Months ended Months ended Months ended Months ended Months ended
June 26 June 26 June 27(a) June 27(a) June 27(b) June 27(b)
------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net sales $ 41,637 $ 68,914 $ 24,458 $ 42,279 $ 44,123 $75,208
Cost of goods sold 22,532 38,766 14,508 25,704 25,698 44,654
------------------------------------------------------------------------------------------------
Gross profit 19,105 30,148 9,950 16,575 18,425 30,554
Selling, general and
administrative expenses 14,495 27,933 9,057 17,711 15,428 31,580
Amortization of excess
reorganization
Value and goodwill 1,135 2,182 602 1,226 1,135 2,289
------------------------------------------------------------------------------------------------
Operating income (loss) 3,475 33 291 (2,362) 1,862 (3,315)
Other (income) expense, net 826 1,401 (99) 6 313 674
Interest expense 2,577 5,214 492 1,683 2,910 5,819
------------------------------------------------------------------------------------------------
(Loss) income before income
taxes 72 (6,582) (102) (4,051) (1,361) (9,808)
Income taxes 2 (358) 23 46 (73) (342)
------------------------------------------------------------------------------------------------
Net (loss) income 70 (6,224) (125) (4,097) (1,288) (9,466)
------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------
Preferred Stock Dividends 406 812 - - 406 813
Accretion of 13% Pay-In-Kind
Preferred Stock 38 107 - - 50 119
------------------------------------------------------------------------------------------------
Net Loss Attributable to Common
Shareholders (374) (7,143) (125) (4,097) (1,744) (10,398)
------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------
Basic and diluted net income per
share (See Note 7) (0.06) (1.10) (0.02) (0.63) (0.27) (1.60)
</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 and six month periods
ended June 27, 1998 are not included.
(b) The proforma results of operations for the three and six month periods
ended June 27, 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
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(UNAUDITED)
(In thousands)
<TABLE>
<CAPTION>
1999 1999 1998 1998
---------------------------------------------------------
For the Three For the Six For the Three For the Six
Months ended Months ended Months ended Months ended
June 26 June 26 June 27(a) June 27(a)
---------------------------------------------------------
<S> <C> <C> <C> <C>
Net (loss) income $ (374) $ (7,143) $ (125) $(4,097)
Foreign currency translation adjustments 901 1,544 (1,581) (1,109)
---------------------------------------------------------
Net comprehensive (loss) income 527 (5,599) (1,706) (5,206)
---------------------------------------------------------
---------------------------------------------------------
</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 and six month periods
ended June 27, 1998 are not included.
The accompanying notes are an integral part of the unaudited consolidated
financial statements.
3
<PAGE>
THE HOCKEY COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In thousands)
<TABLE>
<CAPTION>
1999 1998
------------------------------
For the Six For the Six
Months ended Months ended
June 26 June 27(a)
------------------------------
<S> <C> <C>
OPERATING ACTIVITIES:
Net (loss) income $ (6,224) $ (4,097)
Adjustments to reconcile net (loss) income to net cash (used in) provided
by operating activities:
Depreciation and amortization 5,057 2,840
Provisions for inventory, doubtful accounts and other deductions 1,690 1,775
Deferred Income Taxes (337) -
Loss (gain) on sale and disposal of fixed assets (9) (53)
Loss (gain) on foreign exchange 540 (240)
Change in operating assets and liabilities:
Accounts receivable (8,609) (604)
Inventories (17,729) (6,421)
Prepaid expenses and other assets 1,997 311
Accounts payable and accrued liabilities (979) 1,081
Income taxes payable (858) 517
------------------------------
Net cash (used in) provided by operating activities (25,461) (4,891)
------------------------------
INVESTING ACTIVITIES:
Purchases of fixed assets (1,806) (1,054)
Proceeds from sales of fixed assets 118 78
------------------------------
Net cash (used in) provided by investing activities (1,688) (976)
------------------------------
FINANCING ACTIVITIES:
Proceeds from borrowings, net 25,321 15,052
Principal payments on debt - (31,956)
Proceeds from long-term debt (300) 15,000
Exercise of warrants - 8
Deferred financing costs - (90)
Liabilities subject to compromise (432) -
------------------------------
Net cash (used in) provided by financing activities 24,589 (1,986)
------------------------------
Effects of foreign exchange rate changes on cash - 5
------------------------------
Decrease in cash (2,560) (7,848)
Cash and cash equivalents at beginning of period 2,593 8,051
------------------------------
Cash and cash equivalents at end of period $ 33 $ 203
------------------------------
------------------------------
</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 six month period ended June 27,
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 and stockholders of The Hockey
Company ("THC" or the "Company") adopted an amendment to the Company's
Certificate of Incorporation to change the name of the Company from SLM
International, Inc. to The Hockey Company.
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, goaltender equipment, protective
equipment, hockey, figure and inline skates as well as street hockey products.
These are marketed under the CCM-Registered Trademark- brand name as well as the
JOFA-Registered Trademark-, KOHO-Registered Trademark-, HEATON-Registered
Trademark-, TITAN-Registered Trademark- and Canadien-TM- brand names, and
private label brands and licensed sports apparel under the CCM-Registered
Trademark- and #1 APPAREL-TM- brand names. The Company sells its products
world-wide 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 inter-company 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) Income 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
For years beginning after June 15, 1999, the Company is 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
BUSINESS ACQUISITION-SPORTS HOLDINGS CORP.
Effective November 19, 1998 ("Acquisition 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-Registered Trademark-, KOHO-Registered Trademark-, HEATON-Registered
Trademark-, TITAN-Registered Trademark- and CANADIEN-TM- brand names, with
operations in Canada, the United States, Finland and Sweden. The operations
were 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
5
<PAGE>
THE HOCKEY COMPANY
(FORMERLY SLM INTERNATIONAL, INC.)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
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.
3. INVENTORIES
Net inventories consist of:
<TABLE>
<CAPTION>
June 26, 1999 December 31, 1998
- ----------------------------------------------------------------------------------
<S> <C> <C>
Finished products $48,477 $31,659
Work in process 2,798 2,145
Raw materials and supplies 9,953 8,440
---------------------------------
$61,228 $42,244
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
</TABLE>
4. INTANGIBLE AND OTHER ASSETS
Net intangible and other assets consist of:
<TABLE>
<CAPTION>
June 26, 1999 December 31, 1998
- ----------------------------------------------------------------------------------
<S> <C> <C>
Goodwill $53,429 $52,913
Excess Reorganization intangible 36,385 37,485
Deferred Financing Costs 4,169 4,878
Other 2,883 370
---------------------------------
$96,866 $95,646
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
</TABLE>
Amortization expense for intangible assets was $1,566 and $3,041 for the three
and six months ended June 26, 1999, and $4,560 for the twelve months ended
December 31, 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 $70,000, $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
June 26, 1999 and December 31, 1998 were $27,868 and $8,572 respectively
(excluding outstanding letters of credit of $1,893 at June 26, 1999 and
$6,374 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. The Company
has sufficient borrowing capacity to meet its operating requirements.
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 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.
6
<PAGE>
THE HOCKEY COMPANY
(FORMERLY SLM INTERNATIONAL, INC.)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
ii) Effective March 18, 1999, Jofa AB, a Swedish subsidiary of the Company,
entered into two credit agreements with MeritaNordbanken in Sweden. The
maximum amount of loans and letters of credit that may be outstanding under
each agreement is SEK 50 million ($6 million) and SEK 15 million ($1.8
million). The SEK 50 million facility is collateralized by the assets of the
company, excluding intellectual property, bears interest at a rate of STIBOR
plus 0.65% and is renewable annually. The SEK 15 million facility is
collateralized by a letter of credit issued by General Electric Capital Corp.
and bears interest at a rate of STIBOR plus 0.30% and expires on October 31,
1999. Total borrowings as at June 26, 1999 were SEK 35.9 million ($4.2
million).
Effective July 14, 1999, KHF Sports Oy, a Finnish subsidiary of the
Company, entered into a credit agreement with MeritaNordbanken in Finland.
The maximum amount of loans and letters of credit that may be outstanding
under the agreement is FIM 30 million ($5.3 million). The facility is
collateralized by the assets of the company, bears interest at a rate of
EURIBOR plus 2.0% and is renewable annually. Total borrowings as at June 26,
1999 were FIM 12.2 million ($2.2 million).
iii) On April 11, 1997, 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 redemption was 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 bore 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 instalments ($600 principal)
through April 2000, beginning in April 1998. Total amounts outstanding under
the Amended Credit Agreements were $29,842 at June 26, 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 on November 19, 1998.
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.
7
<PAGE>
THE HOCKEY COMPANY
(FORMERLY SLM INTERNATIONAL, INC.)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
6. PREFERRED STOCK
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:
<TABLE>
<CAPTION>
Year Percentage of par value
<S> <C>
2000 106.500%
2001 104.333%
2002 102.166%
2003 and thereafter 100.000%
</TABLE>
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 AND SIX-MONTH PERIODS ARE AS FOLLOWS:
<TABLE>
<CAPTION>
1999 1999 1998 1998 1998 Pro- 1998 pro-
Forma Forma
For the Three For the Six For the Three For the Six For the Three For the Six
Months ended Months ended Months ended Months ended Months ended Months ended
June 26 June 26 June 27(a) June 27(a) June 27(b) June 27(b)
----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net loss attributable to common
stockholders $ (374) $ (7,143) $ (125) $ (4,097) $ (1,744) $ (10,398)
Weighted average common shares
outstanding 6,500,541 6,500,541 6,500,507 6,500,507 6,500,507 6,500,507
---------------------------------------------------------------------------------------
Net loss per share (Basic (a)) (0.06) (1.10) (0.02) (0.63) (0.27) (1.60)
</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 and six month periods ended June 26, 1999 and June
27, 1998, and the market price used, there was an anti-dilutive effect and,
therefore, diluted loss per share equal basic loss per share. At June 26,
1999 and June 27, 1998 outstanding options were not considered in the
earnings per share calculation because they would be anti-dilutive.
(b) The proforma results of operations for the three and six months ended
June 27, 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
<PAGE>
8. CONTINGENCIES AND LITIGATION
A. ENVIRONMENTAL LITIGATION
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. Subsequently, Copeland received a
distribution of shares of THC's Common Stock to satisfy the note. Copeland
asserted the right to recover from the Company the difference between the
aggregate value of the Common Stock and the amount of the promissory note. In
October 1998, Copeland's claim to recover this difference was disallowed.
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.
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>
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>
1999 Hard Goods Soft Goods Segment Total
--------------------------------------------------------------------------------------
For the Three For the Six For the Three For the Six For the Three For the Six
Months ended Months ended Months ended Months ended Months ended Months ended
June 26 June 26 June 26 June 26 June 26 June 26
--------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net sales to external customers $33,412 $53,736 $8,225 $15,178 $41,637 $68,914
Gross profit 15,361 23,740 3,744 6,408 19,105 30,148
Depreciation of property, plant and
equipment 859 1,706 155 310 1,014 2,016
Inventory 44,864 44,864 16,364 16,364 61,228 61,228
</TABLE>
<TABLE>
<CAPTION>
1998 Hard Goods Soft Goods Segment Total
---------------------------------------------------------------------------------------------
For the Three For the Six For the Three For the Six For the Three For the Six
Months ended Months ended Months ended Months ended Months ended Months ended
June 27(a) June 27(a) June 27(a) June 27(a) June 27(a) June 27(a)
---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net sales to external customers $16,772 $26,952 $7,686 $15,327 $24,458 $42,279
Gross profit 7,104 10,939 2,846 5,636 9,950 16,575
Depreciation of property, plant and
equipment 472 945 143 285 615 1,230
Inventory 22,221 22,221 12,418 12,418 34,639 34,639
</TABLE>
RECONCILIATION OF SEGMENT PROFIT OR LOSS
<TABLE>
<CAPTION>
For the Three For the Six For the Three For the Six
Months ended Months ended Months ended Months ended
June 26, 1999 June 26, 1999 June 27, 1998 June 27, 1998
-----------------------------------------------------------------
<S> <C> <C> <C> <C>
Segment Gross Profit $19,105 $30,148 $9,950 $16,575
Unallocated amounts:
Selling general and administrative expenses 14,495 27,933 9,057 17,711
Amortization of excess reorganizational value and 1,135 2,182 602 1,226
goodwill
Other expense, net 826 1,401 (99) 6
Interest expense 2,577 5,214 492 1,683
---------------------------------------------------------------
Loss before income taxes 72 (6,582) (102) (4,051)
---------------------------------------------------------------
</TABLE>
10
<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 and stockholders of The Hockey
Company (the "Company") adopted an amendment to the Company's certificate of
Incorporation 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-Registered Trademark-, JOFA-Registered Trademark-,
KOHO-Registered Trademark-, HEATON-Registered Trademark-, TITAN-Registered
Trademark- AND CANADIEN-TM- brand names, and private label brands and
licensed sports apparel under the CCM-Registered Trademark-,, 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 acquisition.
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.)
RESULTS OF OPERATIONS FOR THE SIX MONTHS AND THE THREE MONTHS ENDED JUNE 26,
1999
1999 COMPARED TO 1998 (PROFORMA)
THE RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE
26, 1999 ARE BEING COMPARED TO THE PROFORMA RESULTS OF OPERATIONS FOR THE
THREE AND SIX MONTH PERIODS ENDED JUNE 27, 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 8.4% to $68.9 million in the six months ended June
26, 1999, as compared to $75.2 million in the six months ended June 27, 1998.
For the three months ended June 26, 1999 net sales were $41.6 million,
representing a 5.6% decrease compared to net sales in the three months ended
June 27, 1998 of $44.1 million. The decrease was attributable primarily to
lower sales of ice and inline skates, and protective equipment, offset, in
part, by higher sales of goaltender equipment and the distribution of
non-hockey products in Europe. The Company believes that customers
continued to attempt to reduce their retail and distributor inventory levels
to more acceptable levels, having an effect on sales in the first half of
1999. In addition, the Company experienced significant shipping backlogs of
orders on hand due to the post-acquisition system integration that had taken
place as a result of the acquisition and integration of Sports Holding Corp.
These changes are not expected to have an impact on operations or result in
any lost sales in the third and fourth quarters.
Gross profit for the six months ended June 26, 1999 was $30.1 million
compared to $30.6 million in 1998, a decrease of 1.6%. Gross profit for the
three months ended June 26, 1999 was $19.1 million compared to $18.4 million
in 1998, an increase of 3.8%, attributable to the mix of products sold in the
period. Measured as a percentage of net sales, gross profit margins increased
to 43.7% in the first half of 1999 from 40.6% in the same period in 1998.
This reflects the positive results of ongoing cost reduction initiatives, as
well as a more favourable sales mix.
11
<PAGE>
THE HOCKEY COMPANY
(FORMERLY SLM INTERNATIONAL, INC.)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
For the six months ended June 26, 1999, selling, general and
administrative expenses decreased 11.7% to $27.9 million compared to $31.6
million in the first half of 1998. In the three months ended June 26, 1999,
these expenses decreased 5.8% to $14.5 million from $15.4 million in 1998.
Measured as a percentage of net sales, these expenses were 40.5% in 1999
compared to 42.0% 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.
Earnings before interest, taxes, depreciation and amortization (EBITDA),
which is a measure of cash generated from operations, was $4.0 million for
the six months ($5.4 million for the three months) ended June 26, 1999
compared to $1.5 million (proforma) for the six months ($4.4 million for the
three months) ended June 27, 1998.
The amortization of excess reorganization value and goodwill decreased
slightly from $2.3 million in the first half of 1998 to $2.2 million in the
first half of 1999. The operating income for the six month period ended June
26, 1999 was $33 thousand, compared to a loss of $3.3 million for the six
month period ending June 26, 1998.
Other expense consists primarily of amortization of deferred financing
costs as a result of the new financing established at the acquisition of
Sports Holding Corp. ($0.9 million of amortization expense in the six months
ending June 26, 1999 compared to $0.4 million in the six months ending June
27, 1998).
Interest expense of $5.2 million for the six months ended June 26, 1999
decreased by $0.6 million from the same period for the prior year ($5.8
million). For the three months ended June 26, 1999 interest expense decreased
to $2.6 million compared to $2.9 million for the same period of the prior
year.
The Company's net loss for the six months ended June 26, 1999 was $6.2
million compared to $9.5 million for the six months ended June 27, 1998. For
the three months ended June 26, 1999, the Company had a net income of $70
thousand compared to a net loss of $1.3 million for the three months ended
June 27, 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 $27.9 million on June 26, 1999 (excluding $1.9
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
borrowed under its New Credit Agreements. During the six months ended June
26, 1999, the Company's operations used $25.5 million of cash from its
operations as compared to $4.9 million of cash used in the first half of
1998. The difference is mainly attributable to the building of inventory and
accounts receivable in 1999 compared to 1998. The inventory increased by
$17.7 million during the six-month period ending June 26, 1999 as compared to
$6.4 million during the six-month period ending June 26, 1998. Accounts
receivable increased $8.6 million in the first half of 1999 versus $0.6
million in the same period of 1998.
Cash used in investing activities during the six months ended June 26,
1999 and the six months ended June 27, 1998 included $1.8 million and $1.1
million, respectively, of purchases of fixed assets.
During the six month period ended June 26, 1999, financing activities
provided $24.6 million primarily from borrowings under the Company's New Credit
Agreements compared to a use of cash of $2.0 million for the same period last
year. The use of cash in 1998 resulted primarily from principal payments on
debt ($32.0 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.
12
<PAGE>
THE HOCKEY COMPANY
(FORMERLY SLM INTERNATIONAL, INC.)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
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, resulting in accounts receivable.
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,
suppliers and customers.
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 an 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 before 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 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.
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, where the Company has overseas operations, 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.
13
<PAGE>
THE HOCKEY COMPANY
PART II
OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
Reference is made to Note 8 of the 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:
No reports were filed on Form 8-K during the three months ended
June 26, 1999.
14
<PAGE>
THE HOCKEY COMPANY
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.
THE HOCKEY COMPANY
(Formerly SLM International, Inc.)
(REGISTRANT)
By: /s/ Russell J. David
------------------------------
Name: Russell J. David
Title: Senior Vice President, Finance
(Principal Financial and Accounting Officer)
Date: August 9, 1999
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM JUNE 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> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-26-1999
<CASH> 33
<SECURITIES> 0
<RECEIVABLES> 44,935
<ALLOWANCES> 0
<INVENTORY> 61,228
<CURRENT-ASSETS> 112,382
<PP&E> 22,015
<DEPRECIATION> (2,016)
<TOTAL-ASSETS> 231,264
<CURRENT-LIABILITIES> 63,647
<BONDS> 0
10,977
0
<COMMON> 65
<OTHER-SE> 63,573
<TOTAL-LIABILITY-AND-EQUITY> 231,264
<SALES> 68,914
<TOTAL-REVENUES> 68,914
<CGS> 38,766
<TOTAL-COSTS> 38,766
<OTHER-EXPENSES> 31,516
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,214
<INCOME-PRETAX> (6,582)
<INCOME-TAX> (358)
<INCOME-CONTINUING> (6,224)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (6,224)
<EPS-BASIC> (1.10)
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</TABLE>
