<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 MARCH 31, 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
---------------------------------------------------------
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 May 5, 2000
- --------------------------------------------------------------------------------
Common Stock, 6,500,549
$.01 par value
<PAGE>
THE HOCKEY COMPANY
FORM 10-Q
INDEX
<TABLE>
<CAPTION>
PAGE NO.
<S> <C>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Unaudited and Audited Consolidated Balance Sheets at March 31, 2000
and December 31, 1999 1
Unaudited Consolidated Statements of Operations for the Three Months
ended March 31, 2000 and for the Three Months ended March
27, 1999 2
Unaudited Consolidated Statements of Comprehensive Loss for the Three
Months ended March 31, 2000 and for the Three Months ended
March 27, 1999 3
Unaudited Consolidated Statements of Cash Flows for the Three
Months Ended March 31, 2000 and for the Three Months ended March
27, 1999 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
(In thousands)
<TABLE>
<CAPTION>
Unaudited Audited
-------------------------------------------
Mar. 31, 2000 Dec. 31, 1999
-------------------------------------------
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents $ (110) $ 3,519
Accounts receivable, net 31,928 42,998
Inventories (Note 2) 54,939 48,955
Prepaid expenses and other receivables 5,881 4,863
Income taxes receivable 978 722
-------------------------------------------
Total current assets 93,616 101,057
Property, plant and equipment, net of accumulated depreciation and
amortization ($8,830 and $7,636, respectively) 21,991 22,860
Intangible and other assets, net of accumulated amortization (Note 3) 83,620 85,694
Deferred Income Taxes 1,068 -
-------------------------------------------
Total assets $ 200,295 $ 209,611
===========================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Short-term borrowings (Note 4) $ 18,277 $ 14,055
Accounts payable and accrued liabilities 16,623 22,931
Income taxes payable 2,656 2,957
Other current liabilities 698 698
------------------------------------------
Total current liabilities 38,254 40,641
Long-term debt (Note 4) 93,508 94,171
Deferred income taxes - 66
------------------------------------------
Total liabilities 131,762 134,878
------------------------------------------
Contingencies (Note 7)
13% Pay-In-Kind preferred stock (Note 5) 11,159 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 March 31, 2000 and at
December 31, 1999 65 65
Re-organization warrants, 300,000 issued and 299,513 outstanding at March
31, 2000 and 299,451 outstanding at December 31, 1999 - -
Common stock purchase warrants, 159,127 issued and outstanding at
March 31, 2000 and December 31, 1999 1,665 1,665
Additional paid-in capital 66,515 66,515
Retained earnings (4,851) 899
Foreign currency translation adjustments (6,020) (5,507)
------------------------------------------
Total stockholders' equity 57,374 63,637
------------------------------------------
Total liabilities and stockholders' equity $ 200,295 $ 209,611
===========================================
</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>
For the Three For the Three
Months ended Months ended
Mar. 31, 2000 Mar. 27, 1999
-------------------------------------------
<S> <C> <C>
Net sales $34,406 $27,277
Cost of goods sold 20,659 16,234
-------------------------------------------
Gross profit $13,747 $11,043
Selling, general and administrative expenses 15,601 13,438
Amortization of excess reorganization value and goodwill 1,138 1,047
-------------------------------------------
Operating loss $(2,992) $(3,442)
Other (income) expense, net 424 575
Interest expense 2,964 2,637
-------------------------------------------
Loss before income taxes $(6,380) $(6,654)
Income taxes (1,185) (360)
-------------------------------------------
Net loss $(5,195) $(6,294)
===========================================
Preferred stock dividends 492 406
Accretion of 13% Pay-In-Kind preferred stock 63 69
===========================================
Net loss attributable to common shareholders $(5,750) $(6,769)
===========================================
Basic loss per share (See Note 6) $ (0.86) $ (1.02)
Diluted loss per share (See Note 6) $ (0.86) $ (1.02)
</TABLE>
The accompanying notes are an integral part of the unaudited
consolidated financial statements.
2
<PAGE>
THE HOCKEY COMPANY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(UNAUDITED)
(In thousands)
<TABLE>
<CAPTION>
For the Three For the Three
Months ended Months ended
Mar. 31, 2000 Mar. 27, 1999
-------------------------------------------
<S> <C> <C>
Net loss $(5,195) $(6,294)
Foreign currency translation adjustments (513) 643
-------------------------------------------
Net comprehensive loss $(5,708) $(5,651)
===========================================
</TABLE>
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>
-------------------------------------------
For the Three For the Three
Months ended Months ended
Mar. 31, 2000 Mar. 27, 1999
-------------------------------------------
<S> <C> <C>
OPERATING ACTIVITIES:
Net loss $(5,195) $(6,294)
Adjustments to reconcile net loss to net cash used in operating
activities:
Depreciation and amortization 2,778 2,477
Provisions for inventory, doubtful accounts and other deductions 1,134 375
Deferred Income Taxes (1,074) (390)
Loss (gain) on foreign exchange (103) 147
Change in operating assets and liabilities:
Accounts receivable 9,686 10,371
Inventories (6,490) (9,293)
Prepaid expenses and other assets (900) 1,438
Accounts payable and accrued liabilities (6,712) (2,350)
Income taxes payable (553) -
-------------------------------------------
Net cash used in operating activities $(7,429) $(3,519)
-------------------------------------------
INVESTING ACTIVITIES:
Purchases of fixed assets (485) (676)
Proceeds from sales of fixed assets 19 10
-------------------------------------------
Net cash used in investing activities $ (466) $ (666)
-------------------------------------------
FINANCING ACTIVITIES:
Net change in short-term borrowings 4,330 2,447
Principal payments on debt - (300)
-------------------------------------------
Net cash provided by financing activities $ 4,330 $ 2,147
-------------------------------------------
Effects of foreign exchange rate changes on cash (62) 22
-------------------------------------------
Decrease in cash $(3,627) $(2,016)
Cash and cash equivalents at beginning of period 3,517 2,593
-------------------------------------------
Cash and cash equivalents at end of period $ (110) $ 577
===========================================
</TABLE>
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 ("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-R-, JOFA -R-, KOHO -R-,
HEATON -R-, TITAN-R- AND CANADIEN TM brand names, and private label brands and
licensed sports apparel under the CCM-R- and #1 APPAREL TM 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 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.
5
<PAGE>
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
2. INVENTORIES
Net inventories consist of:
<TABLE>
<CAPTION>
March 31, 2000 December 31, 1999
------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Finished products $ 41,629 $ 36,344
Work in process 3,058 2,679
Raw materials and supplies 10,252 9,932
----------------------------------------------
$ 54,939 $ 48,955
------------------------------------------------------------------------------------------------------------
</TABLE>
3. INTANGIBLE AND OTHER ASSETS
Net intangible and other assets consist of:
<TABLE>
<CAPTION>
March 31, 2000 December 31, 1999
------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Goodwill $ 48,729 $ 49,615
Excess Reorganization intangible 31,996 32,639
Deferred Financing Costs 2,891 3,349
Other 4 91
----------------------------------------------
$ 83,620 $ 85,694
------------------------------------------------------------------------------------------------------------
</TABLE>
Amortization expense for intangible assets was $1,584 and $1,475 for the
three months ended March 31, 2000 and March 27, 1999 and $6,334 for the twelve
months ended December 31, 1999.
4. SHORT-TERM BORROWINGS AND LONG-TERM DEBT
A) SHORT-TERM BORROWINGS
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 "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 "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. Total borrowings
outstanding under the Credit Agreements at March 31, 2000 and December 31, 1999
were $15,002 and $14,055, respectively (excluding outstanding letters of
credit). 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 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 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
Credit Agreements and certain other fees.
6
<PAGE>
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
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 March 31, 2000 and
December 31, 1999 were SEK 22,457 ($2,602) 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 March 31, 2000 and December 31, 1999 were FIM
8,182 ($673) and nil, respectively.
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 (1% of principal amount). The loan
bears interest at a rate equal to the Canadian Bankers' Acceptance Rate plus
5.75% or the Canadian Prime Rate plus 4.75%.
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.
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).
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 unpaid dividends totalled $1,815.
7
<PAGE>
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
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
LOSS PER SHARE FOR THE THREE MONTH PERIODS ARE AS FOLLOWS:
<TABLE>
<CAPTION>
- ---------------------------------------------- ------------------------------ ------------------------------
For the Three Months ended For the Three Months ended
March 31, 2000 March 27, 1999
- ---------------------------------------------- ------------------------------ ------------------------------
Basic Diluted Basic Diluted
- ---------------------------------------------- --------------- -------------- ---------------- -------------
<S> <C> <C> <C> <C>
Net loss attributable to common stockholders $ (5,750) $ (5,750) $ (6,769) $ (6,769)
- -------------------------------------------------------------- -------------- ---------------- -------------
Weighted average common and common equivalent shares outstanding:
- ---------------------------------------------- --------------- -------------- ---------------- -------------
Common stock 6,500,549 6,500,549 6,500,507 6,500,507
- ---------------------------------------------- --------------- -------------- ---------------- -------------
Common equivalent shares (a) 158,977 193,741 158,977 193,741
- ---------------------------------------------- --------------- -------------- ---------------- -------------
Total weighted average common and common
equivalent shares outstanding 6,659,526 6,694,290 6,659,484 6,694,248
- ---------------------------------------------- --------------- -------------- ---------------- -------------
Net loss per common share (b) $ (0.86) $ (0.86) $ (1.02) $ (1.02)
- ---------------------------------------------- --------------- -------------- ---------------- -------------
</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.
(b) Common equivalent shares include warrants and stock options when
dilutive. The Company used the average book value of its common stock in
calculating the common equivalent shares as required by statement of
Financial Accounting Standards no. 128 due to the fact that Company's
stock had extremely limited trading volume during the period. As a result
of the net losses for the three month period ended March 31, 2000 and
March 27, 1999 there was an anti-dilutive effect and , therefore, diluted
losses per share equal basic losses per share.
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
8
<PAGE>
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
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, 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.
In September of 1999, NHL Enterprises, LP and NHL Enterprises Canada
Inc. (together "NHL") asserted that the Company was in breach of its obligation
to pay royalties pursuant to License Agreements between the NHL and the Company
dated as of October 6, 1995, as amended. The NHL is claiming an overdue amount
of $905 plus interest pursuant to a US license agreement and an overdue amount
of CDN$267 plus interest, pursuant to a Canadian license agreement. The Company
has denied these claims and has counter-claimed that its payment obligations
pursuant to both license agreements were reduced due to the NHL work stoppage in
1994-95, and that the Company is therefore entitled to refunds from the NHL of
$375 plus interest from the US license agreement and CDN$188 plus interest from
the Canadian license agreement.
The Company and the NHL have submitted their dispute with respect to the
US license agreement to binding arbitration pursuant to its terms. The dispute
between the Company and the NHL with respect to the Canadian license agreement
is also be subject to binding arbitration, but has not yet been submitted. The
Company believes that the claims of the NHL are 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.
9
<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>
Equipment Apparel Segment Total
----------------------------- ------------------------------ ------------------------------
For the For the For the Three For the For the For the Three
Three Three Months ended Three Three Months ended
Months ended Months ended Mar. 31, 2000 Months ended Months ended Mar. 27, 1999
Mar. 31, 2000 Mar. 27, 1999 Mar. 27, 1999 Mar. 31, 2000
-------------- -------------- --------------- -------------- -------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Net sales to external customers $ 24,653 $20,324 $ 9,753 $ 6,953 $ 34,406 $ 27,277
Gross profit 9,817 8,379 3,930 2,664 13,747 11,043
Depreciation of property, plant
and equipment 709 847 139 155 848 1,002
Inventories 40,459 38,997 14,480 13,342 54,939 52,339
</TABLE>
RECONCILIATION OF SEGMENT PROFIT OR LOSS
<TABLE>
<CAPTION>
------------------ -------------------
For the Three For the Three
Months ended Months ended
Mar. 31, 2000 Mar. 27, 1999
------------------ -------------------
<S> <C> <C>
$ 13,747 $ 11,043
Segment Gross Profit
Unallocated amounts:
Selling general and administrative expenses 15,601 13,438
Amortization of excess reorganizational value and goodwill 1,138 1,047
Other expense, net 424 575
Interest expense 2,964 2,637
------------------ -------------------
(6,380) $ (6,654)
Loss before income taxes
------------------ -------------------
</TABLE>
10
<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-R-, JOFA
- -R-, KOHO -R-, HEATON -R-, TITAN-R- AND CANADIEN TM brand names, and private
label brands and licensed sports apparel under the CCM-R-,, and #1 APPAREL TM
names. The Company sells its products worldwide to a diverse customer base
consisting of mass merchandisers, retailers, wholesalers, sporting goods
shops and international distributors. The Company manufactures and
distributes most of its products at facilities in North America, Finland and
Sweden and sources products internationally.
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 ENDED MARCH 31, 2000
2000 COMPARED TO 1999
Net sales increased 26.1% to $34.4 million in the three months ended
March 31, 2000, as compared to $27.3 million in the three months ended March
27, 1999. The increase was attributable to higher sales of ice skates,
apparel and protective equipment, as well as strong sales of non-hockey
products in Scandinavia.
Gross profit for the three months ended March 31, 2000 was $13.7
million compared to $11.0 million in 1999, an increase of 24.5%, attributable
to the strong sales in the period. Measured as a percentage of net sales,
gross profit margins decreased slightly to 40.0% from 40.5% in the same
period in 1999. This reflects the effect of a slightly higher proportion of
closeout and discontinued merchandise versus prime goods in the sales mix.
11
<PAGE>
THE HOCKEY COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
In the three months ended March 31, 2000, selling, general and
administrative expenses decreased as a percentage of sales to 45.3% from
49.3% in 1999. In absolute dollar terms there was a 16.1% increase to $15.6
million in the first quarter of 2000 from $13.4 million in the same period of
1999. Apart from the anticipated increase in variable sales expenses, the
absolute increase in the selling, general and administrative expenses is a
result of higher marketing expenses as part of the Company's commitment to
increase brand exposure.
The amortization of excess reorganization value and goodwill remained
virtually constant at $1.1 million, up marginally in the first three months
of 2000 from $1.0 million in the same period in 1999. The operating loss for
the three month period ended March 31, 2000 was $3.0 million, compared to a
$3.4 million loss for the three month period ending March 27, 1999.
Other expense of $0.4 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.
Earnings before interest, taxes, depreciation and amortization
(EBITDA), which is a measure of cash generated from operations, was $(0.5
million) for the three months ended March 31, 2000 compared to $(1.4 million)
for the three months ended March 27, 1999.
Interest expense of $3.0 million for the three months ended March 31,
2000 is higher than the $2.6 million for the same three months of 1999. The
increase is due in part to higher levels of operating debt and the effect of
foreign exchange on the Canadian dollar-denominated long term debt.
The Company's net loss for the three months ended March 31, 2000
improved to $5.2 million compared to a net loss of $6.3 million for the three
months ended March 27, 1999.
LIQUIDITY AND CAPITAL RESOURCES
Effective November 19, 1998, two of the Company's subsidiaries, Maska
U.S. Inc. and SHC Hockey 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, two of the
Company's Canadian subsidiaries, Sport Maska Inc. and Tropsport Acquisitions
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 $15.0 million on March 31, 2000 (excluding $3.3
million of letters of credit outstanding). Total borrowing as at December 31,
1999 under the New Credit Agreements were $15.4 million (excluding $2.5
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 (1% of
principal amount).
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
three months ended March 31, 2000, the Company's operations used $7.4 million
of cash from its operations as compared to $3.5 million of cash used in the
same three months of 1999. The difference is attributable to a larger
decrease in accounts payable in the first three months of 2000 compared to
1999. Accounts payable decreased $6.7 million in 2000 versus a $2.3 million
decrease in the prior period.
Cash used in investing activities during the three months ended March
31, 2000 and the three months ended March 27, 1999 included $0.5 million and
$0.7 million, respectively, of purchases of fixed assets.
12
<PAGE>
THE HOCKEY COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
During the three month period ended March 31, 2000, financing
activities provided $4.3 million from borrowings under the Company's New
Credit Agreements and provided $2.4 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.
YEAR 2000 CONVERSION
During 1999, the Company concluded its efforts to address the Year
2000 issue. The Year 2000 issue involves the inability of date-sensitive
computer applications to process dates beyond the year 2000. The Company's
preparation focused on identifying and mitigating risks involving the
Company's internal systems and supplier readiness. The Company addressed the
Year 2000 issue involving its internal systems through a combination of
replacement and remediation projects.
As of the date of this filing, May 12, 2000, the Company has not
encountered any significant business disruptions as a result of internal or
external Year 2000 issues. However, while no such occurrence has developed,
Year 2000 issues may arise that may not become immediately apparent.
Therefore, the Company will continue to monitor and work to remediate any
issues that may arise. Although the Company expects not to be materially
impacted, such future events cannot be known with certainty.
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 however 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.
13
<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 March 31, 2000.
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: May 12, 2000
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<PAGE>
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THIS SCHEDULE CONTAINS FINANCIAL INFORMATION EXTRACTED FROM THE MARCH 31, 2000
FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS CONTAINED THEREIN.
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