<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 September 25, 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
---------------------------------------------------------
THE HOCKEY COMPANY
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-36-32297
- --------------------------------------------------------------------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
c/o Maska U.S., Inc., 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 October 28, 1999
- --------------------------------------------------------------------------------
Common Stock, 6,500,549
$.01 par value
<PAGE>
THE HOCKEY COMPANY
FORM 10-Q
INDEX
<TABLE>
<CAPTION>
PAGE NO.
- -------------------------------------------------------------------------------------------------------------------
PART I FINANCIAL INFORMATION
<S> <C> <C>
Item 1. Financial Statements
Unaudited Consolidated Balance Sheets at September 25, 1999 and
December 31, 1998 1
Unaudited Consolidated Statements of Operations for the Three
Months and Nine Months ended September 25, 1999 and for the
Three Months and Nine Months ended September 26, 1998 2
Unaudited Consolidated Statements of Comprehensive (Loss) Income
for the Three Months and Nine Months ended September 25, 1999 and
for the Three Months and Nine Months ended September 26, 1998 3
Unaudited Consolidated Statements of Cash Flows for the Nine Months
Ended September 25, 1999 and for the Nine Months ended September
26, 1998 4
Notes to Unaudited Consolidated Financial Statements 5
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 11
PART II OTHER INFORMATION
Item 1. Legal Proceedings 14
Item 2. Changes in Securities 14
Item 3. Defaults Upon Senior Securities 14
Item 4. Submission of Matters to a Vote of Security Holders 14
Item 5. Other Information 14
Item 6. Exhibits and Reports on Form 8-K 14
</TABLE>
<PAGE>
THE HOCKEY COMPANY
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(In thousands)
<TABLE>
<CAPTION>
Sept. 25, 1999 Dec. 31, 1998
----------------------------------------
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents $ (21) $ 2,593
Accounts receivable, net 76,280 36,790
Inventories (See Note 3) 50,301 42,244
Prepaid expenses and other assets 3,532 7,842
-----------------------------
Total current assets $ 130,092 $ 89,469
Property, plant and equipment, net of accumulated depreciation and
amortization ($3,000 and $3,605, respectively) 21,653 22,063
Intangible and other assets, net of accumulated amortization (See note 4) 94,731 95,646
-----------------------------
Total assets $ 246,476 $ 207,178
-----------------------------
-----------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Short-term debt (See Note 5) $ 44,566 $ 8,572
Accounts payable 5,960 8,660
Accrued liabilities 22,155 17,269
Income taxes payable 1,038 2,689
Other current liabilities 698 1,130
-----------------------------
Total current liabilities $ 74,417 $ 38,320
Long-term debt (See Note 5) 92,240 88,568
Deferred income taxes 162 182
-----------------------------
Total liabilities $ 166,819 $ 127,070
-----------------------------
Commitments and contingencies (See Note 8)
13% Pay-In-Kind preferred stock (See Note 6) 11,036 10,870
Stockholders' equity
Common stock, par value $0.01 per share, 15,000,000 shares authorized,
6,500,549 shares issued and outstanding at September 25, 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
September 25, 1999 and December 31, 1998 1,665 1,665
Additional paid-in capital 66,515 66,515
Retained earnings 2,272 4,524
Foreign currency translation adjustments (1,896) (3,531)
-----------------------------
Total stockholders' equity $ 68,621 $ 69,238
-----------------------------
Total liabilities and stockholders' equity $ 246,476 $ 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>
1998
1999 1999 1998 1998 Pro-Forma 1998
For the For the For the Pro-Forma
Three For the Nine Three For the Nine Three For the Nine
Months ended Months ended Months ended Months ended Months ended Months ended
Sept. 25 Sept. 25 Sept. 26 (a) Sept. 26 (a) Sept. 26 (b) Sept. 26 (b)
-------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net sales $ 69,879 $ 138,793 $ 33,795 $ 76,074 $ 60,924 $ 136,132
Cost of goods sold 40,935 79,701 19,486 45,190 35,003 79,657
-------------------------------------------------------------------------------------
Gross profit $ 28,944 $ 59,092 $ 14,309 $ 30,884 $ 25,921 $ 56,475
Selling, general and administrative
expenses 16,641 44,574 8,694 26,405 15,017 46,597
Amortization of excess reorganization
value and goodwill 1,113 3,295 603 1,829 1,636 3,392
-------------------------------------------------------------------------------------
Operating income $ 11,190 $ 11,223 $ 5,012 $ 2,650 $ 9,268 $ 6,486
Other (income) expense, net (c) 552 1,953 (4,302) (4,026) (4,695) (3,488)
Interest expense 3,485 8,699 686 2,369 2,910 8,729
-------------------------------------------------------------------------------------
Income before income taxes $ 7,153 $ 571 $ 8,358 $ 4,307 $ 11,053 $ 1,245
Income taxes 1,795 1,437 2,305 2,351 409 67
-------------------------------------------------------------------------------------
Net income (loss) $ 5,358 $ (866) $ 6,053 $ 1,956 $ 10,644 $ 1,178
=====================================================================================
Preferred stock dividends 407 1,219 - - 406 1,219
Accretion of 13% Pay-In-Kind
preferred stock 59 166 - - 50 169
-------------------------------------------------------------------------------------
Net (loss) income attributable to
common shareholders $ 4,892 $ (2,251) $ 6,053 $ 1,956 $ 10,188 $ (210)
=====================================================================================
Basic (loss) earnings per share
(See Note 7) $ 0.75 $ (0.35) $ 0.93 $ 0.30 $ 1.57 $ (0.03)
Diluted (loss) earnings per share
(See Note 7) $ 0.73 $ (0.35) $ 0.90 $ 0.30 $ 1.52 $ (0.03)
</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 nine month
periods ended September 26, 1998 are not included.
(b) The proforma results of operations for the three and nine month periods
ended September 26, 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.
(c) In 1998, the Company reported other income of $4.1 million as a
result of the settlement of certain outstanding litigation.
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 Nine For the Three For the Nine
Months ended Months ended Months ended Months ended
Sept. 25 Sept. 25 Sept. 26(a) Sept. 26(a)
------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net income $ 4,892 $ (2,251) $ 6,053 $ 1,956
Foreign currency translation adjustments 91 1,635 (1,211) (2,320)
------------------------------------------------------------------------
Net comprehensive (loss) income $ 4,983 $ (616) $ 4,842 $ (364)
------------------------------------------------------------------------
</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 nine-month periods
ended September 26, 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 Nine For the Nine
Months ended Months ended
Sept. 25 Sept. 26(a)
------------------------------------
<S> <C> <C>
OPERATING ACTIVITIES:
Net (loss) income $ (866) $ 1,956
Adjustments to reconcile net (loss) income to net cash (used
in) provided by operating activities:
Depreciation and amortization 7,611 4,225
Provisions for inventory, doubtful accounts and other
deductions 3,225 4,313
Deferred Income Taxes - 1,441
Loss (gain) on sale and disposal of fixed assets 23 (92)
Loss (gain) on foreign exchange 566 (378)
Change in operating assets and liabilities:
Accounts receivable (41,772) (14,937)
Inventories (7,700) (2,193)
Prepaid expenses and other assets 3,426 112
Accounts payable and accrued liabilities 629 955
Income taxes payable (758) -
------------------------------------
Net cash (used in) provided by operating activities $ (35,616) $ (4,598)
------------------------------------
INVESTING ACTIVITIES:
Purchases of fixed assets (2,210) (1,486)
Proceeds from sales of fixed assets 154 110
------------------------------------
Net cash (used in) provided by investing activities $ (2,056) $ (1,376)
------------------------------------
FINANCING ACTIVITIES:
Proceeds from borrowings, net 35,789 16,184
Principal payments on debt (300) (32,716)
Proceeds from long-term debt - 15,000
Exercise of warrants - 8
Deferred financing costs - (90)
Liabilities subject to compromise (432) -
------------------------------------
Net cash (used in) provided by financing activities $ 35,057 $ (1,614)
------------------------------------
Effects of foreign exchange rate changes on cash 1 (77)
------------------------------------
Decrease in cash $ (2,614) $ (7,665)
Cash and cash equivalents at beginning of period 2,593 8,051
------------------------------------
Cash and cash equivalents at end of period $ (21) $ 386
====================================
</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 nine- month period ended
September 26, 1998 are not included.
The accompanying notes are an integral part of the unaudited consolidated
financial statements.
4
<PAGE>
THE HOCKEY COMPANY
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") adopted an amendment to the Company's Certificate of
Incorporation to change the name of THC from SLM International, Inc. to The
Hockey Company.
THC designs, develops, manufactures and markets a broad range of
sporting goods. THC 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-,
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. THC sells its products world-wide
to a diverse customer base consisting of mass merchandisers, retailers,
wholesalers, sporting goods shops and international distributors. THC
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 use derivative instruments or engage
in 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 fair value of the identifiable net assets acquired ($53,092) has
been recorded as goodwill and is being amortized on a straight-line basis
5
<PAGE>
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>
Sept. 25, 1999 December 31, 1998
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Finished products $ 37,919 $ 31,659
Work in process 2,813 2,145
Raw materials and supplies 9,569 8,440
----------------------------------------------
$ 50,301 $ 42,244
============================================================================================================
4. INTANGIBLE AND OTHER ASSETS
Net intangible and other assets consist of:
Sept. 25, 1999 December 31, 1998
------------------------------------------------------------------------------------------------------------
Goodwill $ 52,708 $ 52,913
Excess Reorganization intangible 35,773 37,485
Deferred Financing Costs 3,722 4,878
Other 2,528 370
----------------------------------------------
$ 94,731 $ 95,646
------------------------------------------------------------------------------------------------------------
</TABLE>
Amortization expense for intangible assets was $1,544 and $4,611 for the three
and nine months ended September 25, 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 September 25, 1999 and
December 31, 1998 were $37,252 and $8,572 respectively (excluding outstanding
letters of credit of $1,843 at September 25, 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>
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 50,000 ($6,000) and SEK 15,000 ($1,800). The SEK 50,000
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 15,000 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 September 25, 1999
were SEK 46,119 ($5,677).
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 30,000 ($5,300). 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 September 25, 1999 were FIM 9,000 ($1,637).
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 $30,349 at
September 25, 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 and minimum
interest coverage.
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
7
<PAGE>
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 at the earlier of a change
of control or by November 19, 2005.
7. EARNINGS PER SHARE
EARNINGS (LOSS) PER SHARE FOR THE THREE AND NINE-MONTH PERIODS ARE AS FOLLOWS:
<TABLE>
<CAPTION>
1998
1999 1999 1998 1998 Pro-Forma 1988
For the For the For the Pro-Forma
Three For the Nine Three For the Nine Three For the Nine
Months ended Months ended Months ended Months ended Months ended Months ended
Sept. 25 Sept. 25 Sept. 26(a) Sept. 26 (a) Sept. 26 (b) Sept. 26 (b)
-------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net (loss) income attributable to
common stockholders $ 4,892 $ (2,251) $ 6,053 $ 1,956 $ 10,188 $ (210)
Weighted average common shares
outstanding 6,500,549 6,500,549 6,500,507 6,500,507 6,500,507 6,500,507
- ----------------------------------------------------------------------------------------------------------------------------
Basic (loss) earnings per share $ 0.75 $ (0.35) $ 0.93 $ 0.30 $ 1.57 $ (0.03)
- ----------------------------------------------------------------------------------------------------------------------------
Common equivalent shares 190,706 190,706 191,203 191,203 191,203 191,203
Total weighted average common and
common equivalent shares outstanding 6,691,289 6,691,289 6,691,780 6,691,780 6,691,780 6,691,780
- ----------------------------------------------------------------------------------------------------------------------------
Diluted (loss) earnings per share $ 0.73 $ (0.35) $ 0.90 $ 0.30 $ 1.52 $ (0.03)
- ----------------------------------------------------------------------------------------------------------------------------
</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 nine month periods ended September 25,
1999, and the market price used, there was an anti-dilutive effect and,
therefore, diluted loss per share equals basic loss per share.
(b) The proforma results of operations for the three and nine months
ended September 26, 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, for 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: Equipment and Apparel. The
Equipment 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 Apparel 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 Equipment Apparel Segment Total
--------------------------- --------------------------- ---------------------------
For the For the For the For the For the For the
Three Nine Three Nine Three Nine
Months ended Months ended Months ended Months ended Months ended Months ended
Sept. 25 Sept. 25 Sept. 25 Sept. 25 Sept. 25 Sept. 25
------------- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Net sales to external customers $ 57,888 $ 111,624 $ 11,991 $ 27,169 $ 69,879 $ 138,793
Gross profit 23,900 47,640 5,044 11,452 28,944 59,092
Depreciation of property, plant
and equipment 829 2,535 155 465 984 3,000
Inventory 35,856 35,856 14,445 14,445 50,301 50,301
<CAPTION>
1998 Equipment Apparel Segment Total
--------------------------- --------------------------- ---------------------------
For the For the For the For the For the For the
Three Nine Three Nine Three Nine
Months ended Months ended Months ended Months ended Months ended Months ended
Sept. 26(a) Sept. 26 (a) Sept. 26(a) Sept. 26 (a) Sept. 26(a) Sept. 26 (a)
------------- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Net sales to external customers $ 51,770 $ 111,651 $ 9,154 $ 24,481 $ 60,924 $ 136,132
Gross profit 21,715 46,633 4,206 9,842 25,921 56,475
Depreciation of property, plant
and equipment 887 2,741 143 428 1,030 3,169
Inventory 34,399 34,399 11,936 11,936 46,338 46,338
</TABLE>
RECONCILIATION OF SEGMENT PROFIT OR LOSS
<TABLE>
--------------- -------------- ----------------- ----------------
For the Nine For the Three For the Nine
For the Three Months ended Months ended Months ended
Months ended Sept. 25, Sept. 26, Sept. 26,
Sept. 25, 1999 1999 1998(a) 1998(a)
--------------- -------------- ----------------- ----------------
<S> <C> <C> <C> <C>
Segment Gross Profit $ 28,944 $ 59,092 $ 25,921 $ 56,475
Unallocated amounts:
Selling general and administrative expenses 16,641 44,574 15,017 46,597
Amortization of excess reorganizational value
and goodwill 1,113 3,295 1,636 3,392
Other expense, net 552 1,953 (4,695) (3,488)
Interest expense 3,485 8,699 2,910 8,829
--------------- -------------- ----------------- ----------------
Income before income taxes $ 7,153 $ 571 $ 11,053 $ 1,245
--------------- -------------- ----------------- ----------------
</TABLE>
(a) The proforma results of operations for the three and nine month periods
ended September 26, 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.
10
<PAGE>
THE HOCKEY COMPANY
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 ("THC") adopted an amendment to THC's Certificate of
Incorporation to change the name of THC 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.
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 THREE MONTHS AND THE NINE MONTHS ENDED SEPTEMBER
25, 1999
1999 COMPARED TO 1998 (PROFORMA)
THE RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTH PERIODS ENDED
SEPTEMBER 25, 1999 ARE BEING COMPARED TO THE PROFORMA RESULTS OF OPERATIONS FOR
THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 26, 1998. THIS COMPARES 1999
RESULTS TO 1998 RESULTS 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 increased 2.0% to $138.8 million in the nine months ended
September 25, 1999, as compared to $136.1 million in the nine months ended
September 26, 1998. For the three months ended September 25, 1999 net sales were
$69.9 million, representing a 14.7% increase compared to net sales in the three
months ended September 26, 1998 of $60.9 million. The increase was attributable
primarily to higher sales of ice skates, apparel and goaltender equipment,
offset, in part, by lower sales of inline skates. The Company has eliminated the
significant shipping backlogs of orders on hand which had existed earlier in the
year.
Gross profit for the nine months ended September 25, 1999 was $59.1
million compared to $56.5 million in 1998, an increase of 4.6%. Gross profit for
the three months ended September 25, 1999 was $28.9 million compared to $25.9
million in 1998, an increase of 11.7%, attributable to the mix of products sold
in the period. Measured as a percentage of net sales, gross profit margins
increased to 42.6% in the nine months ended September 25,1999 from 41.7% in the
same period in 1998. This reflects the positive results of ongoing cost
reduction initiatives, as well as a more favourable sales mix.
For the nine months ended September 25, 1999, selling, general and
administrative expenses decreased 4.3% to $44.6 million compared to $46.6
million in the same period of 1998. In the three months ended September 25,
1999, these expenses increased 10.7% to $16.6 million from $15.0 million in
1998. Measured as a percentage of net sales, these expenses were 32.1% in the
first nine months of 1999 compared to 34.2% in 1998 (23.8% versus 24.6% for the
respective three month periods). Selling, general and administrative
11
<PAGE>
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
slightly to $3.3 million in the first nine months of 1999 from $3.4 million in
the same period in 1998. The operating income for the nine month period ended
September 25, 1999 was $11.2 million, compared to $6.5 million for the nine
month period ending September 26, 1998.
Other expense (income) of $2.0 million consists primarily of
amortization of deferred financing costs principally arising from the new
financing established at the time of acquisition of Sports Holding Corp. ($1.3
million for the nine months ending September 25). In 1998 the Company reported
other income of $4.1 million as a result of the settlement of certain
outstanding litigation .
EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND AMORTIZATION (EBITDA),
WHICH IS A MEASURE OF CASH GENERATED FROM OPERATIONS, WAS $17.3 MILLION FOR THE
NINE MONTHS ($6.6 MILLION FOR THE THREE MONTHS) ENDED SEPTEMBER 25, 1999
COMPARED TO $17.9 MILLION FOR THE NINE MONTHS ($9.6 MILLION FOR THE THREE
MONTHS) ENDED SEPTEMBER 26, 1998 (WHICH INCLUDES THE $4.1 MILLION LITIGATION
SETTLEMENT REFERRED TO ABOVE).
Interest expense of $8.7 million for the nine months ended September 25,
1999 was the same as the same period of the prior year. For the three months
ended September 25, 1999 interest expense decreased to $3.5 million compared to
$2.9 million for the same period of the prior year.
The Company's net loss for the nine months ended September 25, 1999 was
$0.9 million compared to a net income of $1.2 million for the nine months ended
September 26, 1998. For the three months ended September 25, 1999, the Company
had a net income of $5.4 million compared to $10.6 million for the three months
ended September 26, 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 $37.3 million on September 25, 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 a total of
Canadian $135.8 million. 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 nine months ended September
25, 1999, the Company's operations used $35.6 million of cash from its
operations as compared to $4.6 million of cash used in the same nine months of
1998. The difference is mainly attributable to the building of inventory and
accounts receivable in 1999 compared to 1998. The accounts receivable increased
$41.8 million in the first nine months of 1999 versus $14.9 million in the same
period of 1998. The inventory increased by $7.7 million during the nine-month
period ending September 25, 1999 as compared to $2.2 million during the
nine-month period ending September 26, 1998. Note that figures for 1998 do
not include the results of Sports Holdings Corp.
Cash used in investing activities during the nine months ended September
25, 1999 and the nine months ended September 26, 1998 included $2.2 million and
$1.5 million, respectively, of purchases of fixed assets.
During the nine month period ended September 25, 1999, financing
activities provided $35.1 million primarily from borrowings under the Company's
New Credit Agreements and provided $1.6 million for the same period last year.
The variance in cash provided from 1998 is due primarily to principal payments
on debt ($32.7 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 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 September 25, 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
(REGISTRANT)
By: /s/ RUSSELL J. DAVID
-------------------------------------------
Name: Russell J. David
Title: Senior Vice President, Finance and Administration
(Principal Financial and Accounting Officer)
Date: November 8, 1999
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM SEPTEMBER
25, 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> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-25-1999
<CASH> (21)
<SECURITIES> 0
<RECEIVABLES> 76,280
<ALLOWANCES> 0
<INVENTORY> 50,301
<CURRENT-ASSETS> 130,092
<PP&E> 21,653
<DEPRECIATION> 3,000
<TOTAL-ASSETS> 246,476
<CURRENT-LIABILITIES> 74,417
<BONDS> 0
11,036
0
<COMMON> 65
<OTHER-SE> 68,556
<TOTAL-LIABILITY-AND-EQUITY> 246,476
<SALES> 138,793
<TOTAL-REVENUES> 138,793
<CGS> 79,701
<TOTAL-COSTS> 79,701
<OTHER-EXPENSES> 47,869
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 8,699
<INCOME-PRETAX> 571
<INCOME-TAX> 1,437
<INCOME-CONTINUING> (866)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (866)
<EPS-BASIC> (0.35)
<EPS-DILUTED> (0.35)
</TABLE>
