===============================================================================
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 30, 2000
------------------------------------------------
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
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(Exact name of registrant as specified in its charter)
DELAWARE 13-36-32297
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
C/O MASKA U.S., INC., 929 HARVEST LANE, P.O. BOX 1200, WILLISTON, VT 05495
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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 OCTOBER 24, 2000
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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
Independent Accountants' Review Report 1
Unaudited and Audited Consolidated Balance Sheets at September 30,
2000 and December 31, 1999 2
Unaudited Consolidated Statements of Operations for the Three and
Nine Months ended September 30, 2000 and for the Three and Nine
Months ended September 25, 1999 3
Unaudited Consolidated Statements of Comprehensive Loss for the Three
and Nine Months ended September 30, 2000 and for the Three
and Nine Months ended September 25, 1999 4
Unaudited Consolidated Statements of Cash Flows for the Nine Months
Ended September 30, 2000 and for the Nine Months ended September
25, 1999 5
Notes to Unaudited Consolidated Financial Statements 6
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>
INDEPENDENT ACCOUNTANTS' REVIEW REPORT
The Board of Directors and Stockholders
The Hockey Company
We have reviewed the accompanying financial statements included in Form 10-Q of
The Hockey Company and consolidated subsidiaries as at September 30, 2000 and
for the three and nine-month periods then ended. These financial statements are
the responsibility of the company's management. We did not make a similar review
of the financial statements for the three and nine-month periods ended September
30, 1999.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, which will be performed for the full
year with the objective of expressing of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements included in Form 10-Q at
September 30, 2000 and for the three and nine-month periods then ended for them
to be in conformity with generally accepted accounting principles in the United
States.
Montreal, Canada /s/ Ernst & Young
November 1, 2000 Chartered Accountants
1
<PAGE>
THE HOCKEY COMPANY
CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
Unaudited Audited
-----------------------------------
Sept. 30, 2000 Dec. 31, 1999
-----------------------------------
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents $ 2,087 $ 3,519
Accounts receivable, net 67,982 42,998
Inventories (Note 2) 48,984 48,955
Prepaid expenses and other receivables 2,333 4,863
Income taxes receivable 532 722
-------------------------
Total current assets 121,918 101,057
Property, plant and equipment, net of accumulated depreciation and
amortization ($10,736 and $7,636, respectively) 20,611 22,860
Intangible and other assets, net of accumulated amortization (Note 3) 80,392 85,694
Deferred Income Taxes 313 --
-------------------------
Total assets $ 223,234 $209,611
-------------------------
-------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Short-term borrowings (Note 4) $ 39,160 $ 14,055
Accounts payable and accrued liabilities 20,894 22,931
Long term debt, current portion 260 --
Income taxes payable 2,626 2,957
Other current liabilities 698 698
-------------------------
Total current liabilities 63,638 40,641
Long-term debt (Note 4) 90,898 94,171
Deferred income taxes -- 66
-------------------------
Total liabilities 154,536 134,878
-------------------------
-------------------------
Contingencies (Note 7)
13% Pay-In-Kind preferred stock (Note 5) 11,275 11,096
Stockholders' equity
Common stock, par value $0.01 per share, 15,000,000 shares authorized,
6,500,549 shares issued and outstanding at September 30, 2000 and
at December 31, 1999 65 65
Re-organization warrants, 300,000 issued and 299,513 outstanding at Sept.
30, 2000 and 299,451 outstanding at December 31, 1999 -- --
Common stock purchase warrants, 159,127 issued and outstanding at
Sept. 30, 2000 and December 31, 1999 1,665 1,665
Additional paid-in capital 66,516 66,515
Retained earnings (deficit) (3,482) 899
Foreign currency translation adjustments (7,341) (5,507)
-------------------------
Total stockholders' equity 57,423 63,637
-------------------------
Total liabilities and stockholders' equity $ 223,234 $ 209,611
-------------------------
-------------------------
</TABLE>
The accompanying notes are an integral part of the unaudited
consolidated financial statements.
2
<PAGE>
THE HOCKEY COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(In thousands, except share data)
<TABLE>
<CAPTION>
For the Three For the Nine For the Three For the Nine
Months ended Months ended Months ended Months ended
Sept. 30, 2000 Sept. 30, 2000 Sept. 25, 1999 Sept. 25, 1999
---------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net sales $ 68,024 $ 147,044 $ 69,879 $ 138,793
Cost of goods sold 40,458 86,763 40,935 79,701
---------------------------------------------------------------------
Gross profit $ 27,566 $ 60,281 $ 28,944 $ 59,092
Selling, general and administrative expenses 17,459 48,412 16,641 44,574
Amortization of excess reorganization value and goodwill 1,119 3,381 1,113 3,295
---------------------------------------------------------------------
Operating income 8,988 $ 8,488 $ 11,190 $ 11,223
Other (income) expense, net (82) 280 552 1,953
Interest expense 3,793 9,941 3,485 8,699
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Income (loss) before income taxes $ 5,277 $ (1,733) $ 7,153 $ 571
Income taxes 1,557 1,066 1,795 1,437
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Net income (loss) $ 3,720 $ (2,799) $ 5,358 $ (866)
=====================================================================
Preferred stock dividends 456 1,404 407 1,219
Accretion of 13% Pay-In-Kind preferred stock 58 179 59 166
=====================================================================
Net income (loss) attributable to common shareholders $ 3,206 $ (4,382) $ 4,892 $ (2,251)
=====================================================================
Basic income (loss) per share (See Note 6) $ 0.48 $ (0.66) $ 0.73 $ (0.35)
Diluted income (loss) per share (See Note 6) $ 0.48 $ (0.66) $ 0.73 $ (0.35)
The accompanying notes are an integral part of the unaudited
consolidated financial statements.
</TABLE>
3
<PAGE>
THE HOCKEY COMPANY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
(In thousands)
<TABLE>
<CAPTION>
For the Three For the Nine For the Three For the Nine
Months ended Months ended Months ended Months ended
Sept. 30, 2000 Sept. 30, 2000 Sept. 25, 1999 Sept. 25, 1999
---------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net income (loss) $ 3,720 $ (2,799) $ 5,358 $ (866)
Foreign currency translation adjustments (1,209) (1,834) 91 1,635
---------------------------------------------------------------------
Net comprehensive income (loss) $ 2,511 $ (4,633) $ 5,449 $ 769
=====================================================================
</TABLE>
The accompanying notes are an integral part of the unaudited
consolidated financial statements.
4
<PAGE>
THE HOCKEY COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In thousands)
<TABLE>
<CAPTION>
-------------------------------------------
For the Nine For the Nine
Months ended Months ended
Sept. 30, 2000 Sept. 25, 1999
-------------------------------------------
<S> <C> <C>
OPERATING ACTIVITIES:
Net loss $ (2,799) $ (866)
Adjustments to reconcile net loss to net cash used in operating
activities:
Depreciation and amortization 8,221 7,611
Provisions for inventory, doubtful accounts and other deductions 3,510 3,225
Deferred Income Taxes (170) -
Loss (gain) on sales and disposal of fixed assets (17) 23
Loss (gain) on foreign exchange (425) 566
Change in operating assets and liabilities:
Accounts receivable (30,317) (41,772)
Inventories (2,590) (7,700)
Prepaid expenses and other assets 2,565 3,426
Accounts payable and accrued liabilities (2,779) 629
Income taxes payable (33) (758)
-------------------------------------------
Net cash used in operating activities $ (24,834) $ (35,616)
-------------------------------------------
INVESTING ACTIVITIES:
Purchases of fixed assets (2,204) (2,210)
Proceeds from sales of fixed assets 29 154
Deferred expenses (1,292) -
-------------------------------------------
Net cash used in investing activities $ (3,467) $ (2,056)
-------------------------------------------
FINANCING ACTIVITIES:
Net change in short-term borrowings 26,059 35,789
Proceeds from long-term debt 1,118 -
Principal payments on debt (70) (300)
Liabilities subject to compromise - (432)
-------------------------------------------
Net cash provided by financing activities $ 27,107 $ 35,057
-------------------------------------------
Effects of foreign exchange rate changes on cash (238) 1
-------------------------------------------
Decrease in cash (1,432) $ (2,614)
Cash and cash equivalents at beginning of period 3,519 2,593
-------------------------------------------
Cash and cash equivalents at end of period $ 2,087 $ (21)
===========================================
</TABLE>
The accompanying notes are an integral part of the unaudited
consolidated financial statements.
5
<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 ("THC" or the "Company") was incorporated in
September 1991 and reorganized in April 1997.
On January 31, 1999, the Board of Directors and stockholders of 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.
The consolidated financial statements include the accounts of THC and
its wholly-owned subsidiaries. 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-, 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.
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.
In the opinion of management, all normal recurring adjustments necessary
for a fair presentation of the Company's Unaudited Consolidated Balance Sheets,
Statements of Operations, Statements of Comprehensive Loss and Statements of
Cash Flows for the 2000 and 1999 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, 1999. Certain prior period amounts have been
reclassified to conform to the current period presentation.
C. ACCOUNTING PRONOUNCEMENTS
For years beginning after June 15, 2000, the Company will be required to
implement Statement of Financial Accounting Standards 133 ("SFAS 133")
Accounting for Derivative Instruments and Hedging Activities. The Company does
not have extensive use of derivatives in the normal course of business and does
not expect that SFAS 133 will have a significant impact.
6
<PAGE>
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
2. INVENTORIES
Net inventories consist of:
<TABLE>
<CAPTION>
Sept. 30, 2000 December 31, 1999
------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Finished products $ 36,367 $ 36,344
Work in process 3,052 2,679
Raw materials and supplies 9,565 9,932
----------------------------------------------
$ 48,984 $ 48,955
----------------------------------------------
----------------------------------------------
</TABLE>
3. INTANGIBLE AND OTHER ASSETS
Net intangible and other assets consist of:
<TABLE>
<CAPTION>
Sept. 30, 2000 December 31, 1999
------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Goodwill $ 46,454 $ 49,615
Excess Reorganization intangible 30,673 32,639
Deferred Financing Costs 1,967 3,349
Other 1,298 91
----------------------------------------------
$ 80,392 $ 85,694
----------------------------------------------
----------------------------------------------
</TABLE>
Amortization expense for intangible assets was $1,557 and $4,705 for the
three and nine months ended Sept. 30, 2000 and $6,334 for the twelve months
ended December 31, 1999.
4. SHORT-TERM BORROWINGS AND LONG-TERM DEBT
A) SHORT-TERM BORROWINGS
Revolving credit facility are as follows (excluding letters of credit):
<TABLE>
<CAPTION>
Sept. 30, 2000 December 31, 1999
<S> <C> <C>
Revolving credit facility with General Electric Capital Inc. $ 31,529 $ 11,421
Revolving credit facility with MeritaNordBanken Sweden 3,456 2,634
Bank overdraft 4,175 -
------------------------------------------
------------------------------------------
Total $ 39,160 $ 14,055
</TABLE>
i) Effective November 19, 1998, the Company's U.S. subsidiary, Maska U.S., Inc.,
entered into a credit agreement (the "U.S. Credit Agreement") with the lenders
referred to therein and with General Electric Capital Corporation, as Agent and
Lender. Simultaneously, the Company's Canadian subsidiary, Sport Maska Inc.,
entered into a credit agreement (the "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 "Credit
Agreements") is $70,000, $35,000 for each of the Credit Agreements (or its
Canadian dollar equivalent in the case of the Canadian Credit Agreement). Each
of the Credit Agreements is subject to a minimum excess requirement of $1,750.
The 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. The 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 U.S. Credit Agreement bears 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.
7
<PAGE>
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
Borrowings under the Canadian Credit Agreement bears interest at rates between
the Canadian prime rate plus 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 Credit Agreements and certain other fees.
The Credit Agreements contain customary negative and affirmative
covenants including those relating to capital expenditures, total indebtedness
to EBITDA, minimum interest coverage and fixed charges coverage ratio.
ii) Effective March 18, 1999, Jofa AB ("Jofa"), a Swedish subsidiary of the
Company, entered into a credit agreement with MeritaNordbanken in Sweden. The
maximum amount of loans and letters of credit that may be outstanding under the
agreement is SEK 50,000 ($6,000). The facility is collateralized by the assets
of Jofa, excluding intellectual property, bears interest at a rate of STIBOR
plus 0.65% and is renewable annually. Total borrowings at September 30, 2000 and
December 31, 1999 were SEK 33,260 ($3,456) and SEK 22,398 ($2,634),
respectively.
Effective July 14, 1999, KHF Sports Oy ("KHF"), 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 KHF, bears interest at a rate of EURIBOR plus 2.0% and is renewable
annually. Total borrowings as at September 30, 2000 and December 31, 1999 were
nil.
B) LONG-TERM DEBT
SECURED LOANS
On November 19, 1998, in connection with its acquisition of Sports
Holdings Corp.("SHC"), 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. The loan bears interest at a rate equal to the Canadian Bankers'
Acceptance Rate plus 5.75%.
As of the date of filing, November 14, 2000 the loan has been extended
for a period of 18 months (maturing 19 May, 2002) on payment of an extension fee
of 1.5% of principal amount. The renewed loan will bear interest equal to the
Canadian Bankers' Acceptance Rate plus 6% until November 2001 and 6.5%
thereafter.
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. and by certain subsidiaries in Finland and Sweden.
The loan contains customary negative and affirmative covenants including
those relating to capital expenditures, total indebtedness to EBITDA and minimum
interest coverage.
In May 2000, Jofa AB, a subsidiary of the Company, entered into a loan
agreement with MeritaNordBanken Sweden to borrow SEK 10,000 ($1,100). The loan
is for 4 years with annual principal repayments of SEK 2,500 ($300). The loan is
secured by a chattel mortgage on the assets of the subsidiary and bears an
interest rate of STIBOR plus 1.2%.
5. 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).
8
<PAGE>
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
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. At December 31, 1999, the Company had accrued unpaid dividends of
$1,815.
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.
6. EARNINGS PER SHARE
Losses per share for the three and nine-month periods are as follows:
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
For the Three Months For the Nine Months For the Three Months For the Nine Months
ended Sept. 30, 2000 ended Sept. 30, 2000 ended Sept. 25, 1999 ended Sept. 25, 1999
----------------------------------------------------------------------------------------------------------------------------------
Basic Diluted Basic Diluted Basic Diluted Basic Diluted
----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net income (loss)
attributable to common
stockholders $ 3,206 $ 3,206 $ (4,382) $ (4,382) $ 4,892 $ 4,892 $ (2,251) $(2,251)
----------------------------------------------------------------------------------------------------------------------------------
Weighted average common and common equivalent shares outstanding:
----------------------------------------------------------------------------------------------------------------------------------
Common stock 6,500,549 6,500,549 6,500,549 6,500,549 6,500,549 6,500,549 6,500,549 6,500,549
----------------------------------------------------------------------------------------------------------------------------------
Common equiv. shares 158,946 158,946 158,946 158,946 158,977 189,067 158,977 189,067
----------------------------------------------------------------------------------------------------------------------------------
Total weighted average
common and common
equivalent shares
outstanding 6,659,495 6,659,495 6,659,495 6,659,495 6,659,526 6,689,616 6,659,526 6,689,616
----------------------------------------------------------------------------------------------------------------------------------
Net income (loss) per
common share (a) $ 0.48 $ 0.48 $ (0.66) $ (0.66) $ 0.73 $ 0.73 $ (0.34) $ (0.34)
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(a) Common equivalent shares include warrants and stock options. 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 the Company's stock had extremely
limited trading volume during the period. As a result of the net loss for
the nine-month periods ended September 30, 2000 and September 25, 1999
there was an anti-dilutive effect and, therefore, diluted loss per share
equals basic loss per share.
9
<PAGE>
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
7. CONTINGENCIES AND LITIGATION
A. ENVIRONMENTAL LITIGATION
In 1992, T. Copeland & Sons, Inc. (" Copeland "), the owner of a
property adjacent to Maska's former manufacturing facility in Bradford, Vermont
(now used as a US apparel distribution centre), 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 as a secured claim, the
difference between the aggregate value of the Common Stock and the amount of the
promissory note. In October 1998, Copeland's claim in the Bankruptcy Court to
recover this difference was disallowed without an evidentiary hearing. Copeland
filed an appeal of this decision. On May 1, 2000, the District Court overruled
the Bankruptcy Court's decision and remanded the claim to the Bankruptcy Court
for an evidentiary hearing.
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 and its subsidiaries),
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.
8. 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.
10
<PAGE>
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
INFORMATION ABOUT SEGMENT PROFIT OR LOSS AND SEGMENT ASSETS
<TABLE>
<CAPTION>
2000 Equipment Apparel Segment Total
----------------------------- ------------------------------ ------------------------------
For the Three For the Nine For the Three For the Nine For the Three For the Nine
Months ended Months ended Months ended Months ended Months ended Months ended
Sept. 30 Sept. 30 Sept. 30 Sept. 30 Sept. 30 Sept. 30
-------------- -------------- --------------- -------------- -------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Net sales to external customers $ 52,200 $ 114,204 $ 15,824 $ 32,840 $ 68,024 $ 147,044
Gross profit 21,089 47,383 6,477 12,898 27,566 60,281
Depreciation of property, plant
and equipment 689 2,086 136 411 825 2,497
Inventories 32,319 32,319 16,665 16,665 48,984 48,984
</TABLE>
<TABLE>
<CAPTION>
1999 Equipment Apparel Segment Total
----------------------------- ------------------------------ ------------------------------
For the Three For the Nine For the Three For the Nine For the Three For the Nine
Months ended Months ended Months ended Months ended Months ended Months ended
Sept. 30 Sept. 30 Sept. 30 Sept. 30 Sept. 30 Sept. 30
-------------- -------------- --------------- -------------- -------------- ---------------
<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
Inventories 35,856 35,856 14,445 14,445 50,301 50,301
</TABLE>
RECONCILIATION OF SEGMENT PROFIT OR LOSS
<TABLE>
<CAPTION>
--------------- ---------------- --------------- ----------------
For the Three For the Nine For the Three For the Nine
Months ended Months ended Months ended Months ended
Sept. 30, 2000 Sept. 30, 2000 Sept. 25, 1999 Sept. 25, 1999
--------------- ---------------- --------------- ----------------
<S> <C> <C> <C> <C>
Segment Gross Profit $ 27,566 $ 60,281 $28,944 $59,092
Unallocated amounts:
Selling general and administrative expenses 17,459 48,412 16,641 44,574
Amortization of excess reorganizational value
and goodwill 1,119 3,381 1,113 3,295
Other expense, net (82) 280 552 1,953
Interest expense 3,793 9,941 3,485 8,699
--------------- ---------------- --------------- ----------------
Loss before income taxes 5,277 (1,733) 7,153 571
--------------- ---------------- --------------- ----------------
</TABLE>
11
<PAGE>
THE HOCKEY COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
ITEM 2.
INTRODUCTION
The Hockey Company ("THC" or the "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 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 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.
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.)
EBITDA is a measure of the cash generated from operations and has been
included in the selected income statement highlights because management believes
that it would be a useful indicator for readers. EBITDA is defined as the
earnings (net income) before interest, income and capital taxes, depreciation
and amortization, and unusual items. EBITDA is not a measure of performance or
financial condition under generally accepted accounting principles, but is
presented because it is a widely accepted indicator of a company's ability to
source and incur debt. EBITDA should not be considered as an alternative to net
income as an indicator of the company's operating performance or as an
alternative to cash flows as a measure of liquidity.
RESULTS OF OPERATIONS FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30,
2000
2000 COMPARED TO 1999
Net sales increased 5.9% to $147.0 million in the nine months ended
September 30, 2000, as compared to $138.8 million in the nine months ended
September 25, 1999. Apparel sales were especially strong with an increase of
20.9% ($5.7 million) over the same nine-month period in 1999, due to the strong
market acceptance of our new creative apparel line and more significantly the
exit of our competitor from the licensed jersey market. Notwithstanding our
current exclusivity in the jersey market, sales have been hampered to some
degree by the liquidation of our competitor's remaining inventory into the
marketplace. For the three months ended September 30, 2000 net sales were $68.0
million, representing a 2.7% decrease compared to net sales in the three months
ended September 25, 1999 of $69.9 million. The decrease in the third quarter was
attributable primarily to weaker Canadian sales of ice skates. Revenues from our
Nordic operations were adversely affected by currency translation adjustments
due to the depreciation of their currencies (the Swedish Krona and Finnish
Markka) against the U.S. dollar. At comparable exchange rates, revenues from
Sweden and Finland would be $3.2 million higher.
12
<PAGE>
THE HOCKEY COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Gross profit for the nine months ended September 30, 2000 was $60.3
million compared to $59.1 million in 1999, an increase of 2.0%. Gross profit for
the three months ended September 30, 2000 was $27.6 million compared to $28.9
million in 1999, a decrease of 4%, attributable to a higher proportion of sales
to key customers with corresponding increases in discounts offered and a
slightly different mix of products sold. Measured as a percentage of net sales,
gross profit margins decreased to 41.0% in the first nine months of 2000 from
42.6% in the same period in 1999. Gross profit from our Nordic operations was
also adversely affected by currency translation. At comparable exchange rates
gross profit for the first nine-months of 2000 from Sweden and Finland would be
$1.3 million higher.
For the nine months ended September 30, 2000, selling, general and
administrative expenses increased 8.6% to $48.4 million compared to $44.6
million in the first nine months of 1999. In the three months ended September
30, 2000, these expenses increased 4.9% to $17.5 million from $16.6 million in
1999. Measured as a percentage of net sales, in the first nine months of the
year the ratio increased slightly to 32.9% in 2000 from 32.1% in 1999. The
increase in selling, general and administrative expenses is attributed to (i)
the continued investment in the promotion of the Company's principal brands,
(ii) the additional royalties paid to National Hockey League Enterprises, LP
pursuant to a new license agreement beginning in July 2000 and (iii) additional
NHL team marketing expenses related to the aforementioned agreement. These
additional marketing expenses (approximately $ 2.0 million for the first nine
months of 2000) have been incurred with a lower than anticipated sales increase
due to the inventory liquidation of our competitor mentioned above. Portions of
this increase have been offset by continued cost reductions in general and
administrative functions.
Earnings before interest, taxes, depreciation and amortization (EBITDA)
was $16.6 million for the nine months ($11.7 million for the three months) ended
September 30, 2000 compared to $17.3 million for the nine months ($13.3 million
for the three months) ended September 25, 1999.
The amortization of excess reorganization value and goodwill increased
slightly from $3.3 million in the first nine months of 1999 to $3.4 million in
the same period of 2000. The operating income for the nine-month period ended
September 30, 2000 was $8.5 million, compared to an operating income of $11.2
million in 1999.
Other expense consists primarily of amortization of deferred financing
costs as a result of the new financing established upon the acquisition of
Sports Holding Corp. ($1.3 million of amortization expense in the nine months
ending September 30, 2000 which is the same as the nine months ended September
25, 1999), offset in part by a foreign exchange translation gain on the Canadian
dollar-denominated portion of the long term debt.
Interest expense of $9.9 million for the nine months ended September 30,
2000 increased by $1.2 million from the same period for the prior year ($8.7
million). For the three months ended September 30, 2000 interest expense
increased to $3.8 million compared to $3.5 million for the same three-month
period of 1999.
The Company's net loss for the nine months ended September 30, 2000 was
$2.8 million compared to $0.9 million for the nine months ended September 25,
1999. For the three months ended September 30, 2000, the Company had a net
income of $3.7 million compared to a net income of $5.4 million for the three
months ended September 25, 1999.
LIQUIDITY AND CAPITAL RESOURCES
Effective November 19, 1998, the Company's subsidiary, Maska U.S,
entered into a credit agreement (the "U.S. Credit Agreement") with the lenders
referred to therein and with General Electric Capital Corporation, as Agent and
Lender. Simultaneously, the Company's Canadian subsidiary, Sport Maska Inc.,
entered into a credit agreement (the " 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 "Credit
Agreements") is $70.0 million.
The 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 $31.5 million on September 30, 2000 (excluding $4.7
million of letters of credit outstanding). Total borrowing as at December 31,
1999 under the New Credit Agreements were $11.4 million (excluding $2.5 million
of letters of credit outstanding).
13
<PAGE>
THE HOCKEY COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
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.
As of the date of filing, November 14, 2000 the loan has been extended
for a period of 18 months (maturing 19 May, 2002) on payment of an extension fee
of 1.5% of principal amount. The renewed loan will bear interest equal to the
Canadian Bankers' Acceptance Rate plus 6% until November 2001 and 6.5%
thereafter.
The Company's financing requirements for long-term growth, future
capital expenditures and debt service are expected to be met through its
operations as well as cash borrowed under its Credit Agreements. During the nine
months ended September 30, 2000, the Company's operations used $24.8 million of
cash from its operations as compared to $35.6 million of cash used in the same
nine months of 1999. The difference is attributable to the variation in working
capital.
Cash used in investing activities during the nine months ended September
30, 2000 included $2.2 million of fixed asset purchased and $1.3 million of
deferred expenses compared with $2.2 million of fixed asset purchases in 1999.
During the nine month period ended September 30, 2000, financing
activities provided $27.1 million from borrowings under the Company's New Credit
Agreements and provided $35.1 million for the same period last year.
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.
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
is one of the countries adopting the Euro while Sweden has not yet chosen to
adopt the new currency. 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.
14
<PAGE>
THE HOCKEY COMPANY
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Reference is made to Note 7 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 30, 2000.
15
<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 14, 2000
<PAGE>
THE HOCKEY COMPANY
EXHIBIT 27.1 FINANCIAL DATA SCHEDULE
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM SEPTEMBER
30, 2000 FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS CONTAINED THEREIN.
