<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------------
FORM 10-Q
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended JUNE 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
-------------------------------------------------------
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, 05495
P.O. BOX 1200, WILLISTON, VT
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (802) 872-4226
---------------------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days:
YES X NO _____
-----
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Section 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities
under the plan confirmed by the court:
YES X NO _____
-----
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
CLASS OUTSTANDING AT AUGUST 08, 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
Independent Accountants' Review Report 1
Unaudited and Audited Consolidated Balance Sheets at
June 30, 2000 and December 31, 1999 2
Unaudited Consolidated Statements of Operations for the
Three and Six Months ended June 30, 2000 and for the
Three and Six Months ended June 26, 1999 3
Unaudited Consolidated Statements of Comprehensive Loss
for the Three and Six Months ended June 30, 2000 and for
the Three and Six Months ended June 26, 1999 4
Unaudited Consolidated Statements of Cash Flows for the
Six Months Ended June 30, 2000 and for the Six Months ended
June 26, 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 of June 30, 2000 and
the three and six months then ended. These financial statements are the
responsibility of the Company's management.
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, the
objective of which is the expression 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
for them to be in conformity with generally accepted accounting principles in
the United States of America.
Montreal, Canada /s/ Ernst & Young
July 27, 2000 Chartered Accountants
1
<PAGE>
THE HOCKEY COMPANY
CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
Unaudited Audited
-------------------------------
June 30, 2000 Dec. 31, 1999
-------------------------------
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents $ 576 $ 3,519
Accounts receivable, net 51,171 42,998
Inventories (Note 2) 61,012 48,955
Prepaid expenses and other receivables 3,579 4,863
Income taxes receivable 964 722
-------------------------------
Total current assets 117,302 101,057
Property, plant and equipment, net of accumulated depreciation and
amortization ($9,956 and $7,636, respectively) 21,523 22,860
Intangible and other assets, net of accumulated amortization (Note 3) 82,805 85,694
Deferred Income Taxes 691 -
-------------------------------
Total assets $ 222,321 $ 209,611
===============================
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Short-term borrowings (Note 4) $ 41,705 $ 14,055
Accounts payable and accrued liabilities 17,909 22,931
Long term debt, current portion 284 -
Income taxes payable 2,354 2,957
Other current liabilities 698 698
-------------------------------
Total current liabilities 62,950 40,641
Long-term debt (Note 4) 92,729 94,171
Deferred income taxes - 66
-------------------------------
Total liabilities 155,679 134,878
-------------------------------
Contingencies (Note 7)
13% Pay-In-Kind preferred stock (Note 5) 11,217 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 June 30, 2000 and at
December 31, 1999 65 65
Re-organization warrants, 300,000 issued and 299,513 outstanding at
June 30, 2000 and 299,451 outstanding at December 31, 1999 - -
Common stock purchase warrants, 159,127 issued and outstanding at
June 30, 2000 and December 31, 1999 1,665 1,665
Additional paid-in capital 66,516 66,515
Retained earnings (6,689) 899
Foreign currency translation adjustments (6,132) (5,507)
-------------------------------
Total stockholders' equity 55,425 63,637
-------------------------------
Total liabilities and stockholders' equity $ 222,321 $ 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 Six For the Three For the Six
Months ended Months ended Months ended Months ended
June 30, 2000 June 30, 2000 June 26, 1999 June 26, 1999
----------------------------------------------------------------
<S> <C> <C> <C> <C>
Net sales $ 44,614 $ 79,020 $ 41,637 $ 68,914
Cost of goods sold 25,646 46,305 22,532 38,766
----------------------------------------------------------------
Gross profit $ 18,968 $ 32,715 $ 19,105 $ 30,148
Selling, general and administrative expenses 15,352 30,953 14,495 27,933
Amortization of excess reorganization value and goodwill 1,124 2,262 1,135 2,182
----------------------------------------------------------------
Operating income (loss) 2,492 $ (500) $ 3,475 $ 33
Other (income) expense, net (62) 362 826 1,401
Interest expense 3,184 6,148 2,577 5,214
----------------------------------------------------------------
Income (loss) before income taxes $ (630) (7,010) $ 72 $ (6,582)
Income taxes 694 (491) 2 (358)
----------------------------------------------------------------
Net income (loss) $ (1,324) $ (6,519) $ 70 $ (6,224)
================================================================
Preferred stock dividends 456 948 406 812
Accretion of 13% Pay-In-Kind preferred stock 58 121 38 107
----------------------------------------------------------------
Net loss attributable to common shareholders $ (1,838) $ (7,588) $ (374) $ (7,143)
================================================================
Basic loss per share (See Note 6) $ (0.28) $ (1.14) $ (0.06) $ (1.07)
Diluted loss per share (See Note 6) $ (0.28) $ (1.14) $ (0.06) $ (1.07)
</TABLE>
The accompanying notes are an integral part of the unaudited
consolidated financial statements.
3
<PAGE>
THE HOCKEY COMPANY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
(In thousands)
<TABLE>
<CAPTION>
For the Three For the Six For the Three For the Six
Months ended Months ended Months ended Months ended
June 30, 2000 June 30, 2000 June 26, 1999 June 26, 1999
----------------------------------------------------------------
<S> <C> <C> <C> <C>
Net income (loss) (1,324) (6,519) $ 70 $ (6,224)
Foreign currency translation adjustments (112) (625) 901 1,544
----------------------------------------------------------------
Net comprehensive income (loss) (1,436) (7,144) $ 971 $ (4,680)
================================================================
</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 Six For the Six
Months ended Months ended
June 30, 2000 June 26, 1999
-----------------------------------
<S> <C> <C>
OPERATING ACTIVITIES:
Net loss $ (6,519) $ (6,224)
Adjustments to reconcile net loss to net cash used in operating
activities:
Depreciation and amortization 5,507 5,057
Provisions for inventory, doubtful accounts and other deductions 2,418 1,690
Deferred Income Taxes (640) (337)
Gain on sales and disposal of fixed assets (17) (9)
Loss (gain) on foreign exchange (227) 540
Change in operating assets and liabilities:
Accounts receivable (11,064) (8,609)
Inventories (13,455) (17,729)
Prepaid expenses and other assets 1,371 1,997
Accounts payable and accrued liabilities (5,833) (979)
Income taxes payable (806) (858)
-----------------------------------
Net cash used in operating activities $ (29,265) $ (25,461)
-----------------------------------
INVESTING ACTIVITIES:
Purchases of fixed assets (1,482) (1,806)
Proceeds from sales of fixed assets 29 118
Deferred expenses (1,315) -
-----------------------------------
Net cash used in investing activities $ (2,768) $ (1,688)
-----------------------------------
FINANCING ACTIVITIES:
Net change in short-term borrowings 28,047 25,321
Proceeds from long-term debt 1,139 -
Principal payments on debt - (300)
Liabilities subject to compromise - (432)
-----------------------------------
Net cash provided by financing activities $ 29,186 $ 24,589
-----------------------------------
Effects of foreign exchange rate changes on cash (96) -
-----------------------------------
Decrease in cash (2,943) $ (2,560)
Cash and cash equivalents at beginning of period 3,519 2,593
-----------------------------------
Cash and cash equivalents at end of period $ 576 $ 33
===================================
</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 has
not yet completed its evaluation of the impact of SFAS 133 on the financial
statements.
6
<PAGE>
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
2. INVENTORIES
Net inventories consist of:
<TABLE>
<CAPTION>
June 30, 2000 December 31, 1999
----------------------------------------------------------------------------
<S> <C> <C>
$ 47,260 $ 36,344
Finished products
Work in process 3,605 2,679
Raw materials and supplies 10,147 9,932
--------------------------------------------
$ 61,012 $ 48,955
----------------------------------------------------------------------------
----------------------------------------------------------------------------
</TABLE>
3. INTANGIBLE AND OTHER ASSETS
Net intangible and other assets consist of:
<TABLE>
<CAPTION>
June 30, 2000 December 31, 1999
----------------------------------------------------------------------------
<S> <C> <C>
Goodwill $ 47,726 $ 49,615
Excess Reorganization intangible 31,334 32,639
Deferred Financing Costs 2,425 3,349
Other 1,320 91
--------------------------------------------
$ 82,805 $ 85,694
----------------------------------------------------------------------------
----------------------------------------------------------------------------
</TABLE>
Amortization expense for intangible assets was $1,564 and $3,148 for the
three and six months ended June 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>
June 30, 2000 December 31, 1999
-----------------------------------------------------------------------------------------------------
<S> <C> <C>
Revolving credit facility with General Electric Capital Inc. $ 34,499 $ 11,421
Revolving credit facility with MeritaNordBanken Sweden 4,764 2,634
Revolving credit facility with MeritaNordBanken Finland 1,641 -
Bank overdraft 801 -
---------------------------------------
Total $ 41,705 $ 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.
7
<PAGE>
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
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.
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 June 30,
2000 and December 31, 1999 were SEK 41,937 ($4,764) 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 June 30, 2000 and
December 31, 1999 were FIM 10,423 ($1,674) and nil, respectively.
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 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.
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).
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
8
<PAGE>
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
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 six month periods are as follows:
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
For the Three Months For the Six Months For the Three Months For the Six Months
ended June 30, 2000 ended June 30, 2000 ended June 26, 1999 ended June 26, 1999
----------------------------------------------------------------------------------------------------------------------------------
Basic Diluted Basic Diluted Basic Diluted Basic Diluted
----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net loss attributable to
common stockholders $ (1,838) $ (1,838) $ (7,588) $ (7,588) $ (374) $ (374) $ (7,143) $ (7,143)
----------------------------------------------------------------------------------------------------------------------------------
Weighted average common and common equivalent shares outstanding:
----------------------------------------------------------------------------------------------------------------------------------
Common stock 6,500,549 6,500,549 6,500,549 6,500,549 6,500,541 6,500,541 6,500,541 6,500,541
----------------------------------------------------------------------------------------------------------------------------------
Common equiv. shares 158,977 193,741 158,977 193,741 158,977 193,741 158,977 193,741
----------------------------------------------------------------------------------------------------------------------------------
Total weighted average
common and common
equivalent shares
outstanding 6,659,526 6,694,290 6,659,526 6,694,290 6,659,518 6,694,282 6,659,518 6,694,282
----------------------------------------------------------------------------------------------------------------------------------
Net loss per common
share (a) $ (0.28) $ (0.28) $ (1.14) $ (1.14) $ (0.06) $ (0.06) $ (1.07) $ (1.07)
----------------------------------------------------------------------------------------------------------------------------------
</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 three and six month periods ended June 30, 2000 and
June 26, 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 Six For the Three For the Six For the Three For the Six
Months ended Months ended Months ended Months ended Months ended Months ended
June 30 June 30 June 30 June 30 June 30 June 30
-------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net sales to external customers $ 37,351 $ 62,004 $ 7,263 $ 17,016 $ 44,614 $ 79,020
Gross profit 16,477 26,294 2,491 6,421 18,968 32,715
Depreciation of property, plant
and equipment 688 1,397 136 275 824 1,672
Inventories 43,520 43,520 17,492 17,492 61,012 61,012
</TABLE>
<TABLE>
<CAPTION>
1999 Equipment Apparel Segment Total
-------------------------------------------------------------------------------------------
For the Three For the Six For the Three For the Six For the Three For the Six
Months ended Months ended Months ended Months ended Months ended Months ended
June 26 June 26 June 26 June 26 June 26 June 26
-------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net sales to external customers $ 33,412 $ 53,736 $ 8,225 $ 15,178 $ 41,637 $ 68,914
Gross profit 15,361 23,740 3,744 6,408 19,105 30,148
Depreciation of property, plant
and equipment 859 1,706 155 310 1,014 2,016
Inventories 44,864 44,864 16,364 16,364 61,228 61,228
</TABLE>
RECONCILIATION OF SEGMENT PROFIT OR LOSS
<TABLE>
<CAPTION>
-------------------------------------------------------------
For the Three For the Six For the Three For the Six
Months ended Months ended Months ended Months ended
June 30, 2000 June 30, 2000 June 26, 1999 June 26, 1999
-------------------------------------------------------------
<S> <C> <C> <C> <C>
Segment Gross Profit $ 18,968 $ 32,715 $19,105 $ 30,148
Unallocated amounts:
Selling general and administrative expenses 15,352 30,953 14,495 27,933
Amortization of excess reorganizational value
and goodwill 1,124 2,262 1,135 2,182
Other expense, net (62) 362 826 1,401
Interest expense 3,184 6,148 2,577 5,214
-------------------------------------------------------------
Loss before income taxes (630) (7,010) 72 (6,582)
-------------------------------------------------------------
</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 SIX MONTHS ENDED JUNE 30, 2000
2000 COMPARED TO 1999
Net sales increased 14.7% to $79.0 million in the six months ended June
30, 2000, as compared to $68.9 million in the six months ended June 26, 1999.
For the three months ended June 30, 2000 net sales were $44.6 million,
representing a 7.1% increase compared to net sales in the three months ended
June 26, 1999 of $41.6 million. The increase was attributable primarily to
much stronger sales of ice skates, protective equipment, and the distribution
of non-hockey products in Europe.
Gross profit for the six months ended June 30, 2000 was $32.7 million
compared to $30.1 million in 1999, an increase of 8.5%. Gross profit for the
three months ended June 30, 2000 was $19.0 million compared to $19.1 million
in 1999, a decrease of 0.7%, attributable to a higher proportion of sales to
key customers with corresponding increases in discounts offered, a slightly
different mix of products sold in the period as well as a higher proportion
of sales of discontinued goods during the comparable period. Measured as a
percentage of net sales, gross profit margins decreased to 41.4% in the first
half of 2000 from 43.7% in the same period in 1999.
12
<PAGE>
THE HOCKEY COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
For the six months ended June 30, 2000, selling, general and
administrative expenses increased 10.8% to $31.0 million compared to $27.9
million in the first half of 1999. In the three months ended June 30, 2000,
these expenses increased 5.9% to $15.4 million from $14.5 million in 1999.
Measured as a percentage of net sales, in the first six months of the year the
ratio decreased to 39.2% in 2000 from 40.5% 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 1999 and (iii) additional NHL team
marketing expenses related to having the right to produce and market authentic
team jerseys for 15 NHL teams compared to 10 teams in the same period of 1999.
Earnings before interest, taxes, depreciation and amortization (EBITDA)
was $4.9 million for the six months ($5.3 million for the three months) ended
June 30, 2000 compared to $4.0 million for the six months ($5.4 million for
the three months) ended June 26, 1999.
The amortization of excess reorganization value and goodwill increased
slightly from $2.2 million in the first half of 1999 to $2.3 million in the
first half of 2000. The operating loss for the six month period ended June
30, 2000 was $0.5 million, compared to an operating income of $33,000 for the
six month period ending June 26, 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. ($0.9 million of amortization expense in the six months
ending June 30, 2000 compared to $0.9 million in the six months ending June
26, 1999), offset in part by a foreign exchange translation gain on the
foreign currency denominated portion of the long term debt.
Interest expense of $6.1 million for the six months ended June 30, 2000
increased by $0.9 million from the same period for the prior year ($5.2
million). For the three months ended June 30, 2000 interest expense increased
to $3.2 million compared to $2.6 million for the same period of the prior
year.
The Company's net loss for the six months ended June 30, 2000 was $6.5
million compared to $6.2 million for the six months ended June 26, 1999. For
the three months ended June 30, 2000, the Company had a net loss of $1.3
million compared to a net income of $70 thousand for the three months ended
June 26, 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 $34.5 million on June 30, 2000 (excluding $6.4
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).
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
six months ended June 30, 2000, the Company's operations used $29.3 million
of cash from its operations as compared to $25.5 million of cash used in the
same six months of 1999. The difference is attributable to the variation in
working capital.
13
<PAGE>
THE HOCKEY COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Cash used in investing activities during the six months ended June 30,
2000 and the six months ended June 26, 1999 included $1.5 million and $1.8
million, respectively, of purchases of fixed assets.
During the six month period ended June 30, 2000, financing activities
provided $28.0 million from borrowings under the Company's New Credit
Agreements and provided $25.3 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, August 15, 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 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:
10.1 License and sponsorship agreement dated May 11, 2000,
among NHL Enterprises, L.P., NHL Enterprises Canada,
L.P., NHL Enterprises B.V., Sport Maska Inc., Maska
U.S. Inc., Jofa AB and KHF Finland Oy. (filed
herewith).
27.1 Financial Data Schedule.
(b) Reports on Form 8-K:
No reports were filed on Form 8-K during the three
months ended June 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: August 15, 2000
