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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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, 2002
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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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.)
3500, Boul. de Maisonneuve, Suite 800, Montreal, Quebec, Canada H3Z 3C1
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (514) 932-1118
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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
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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
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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 12, 2002
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Common Stock, 7,040,523
$.01 par value
1
THE HOCKEY COMPANY
FORM 10-Q
INDEX
PAGE NO.
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Part I Financial Information
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Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets at June 30, 2002 and December 31, 2001 1
Consolidated Statements of Operations for the Three and Six Months ended June 30, 2002
and for the Three and Six Months ended June 30, 2001 2
Consolidated Statements of Comprehensive Income (Loss) for the Three
and Six Months ended June 30, 2002 and for the Three and Six Months
ended June 30, 2001 3
Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2002 and for
the Six Months ended June 30, 2001 4
Notes to Consolidated Financial Statements 5
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 18
Item 3. Quantitative and Qualitative Disclosure about Market Risk 23
Part II Other Information
- ----------------------------
Item 1. Legal Proceedings 24
Item 2. Changes in Securities and Use of Proceeds 24
Item 3. Defaults Upon Senior Securities 24
Item 4. Submission of Matters to a Vote of Security Holders 24
Item 5. Other Information 24
Item 6. Exhibits and Reports on Form 8-K 24
THE HOCKEY COMPANY
CONSOLIDATED BALANCE SHEETS
(In thousands)
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
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Note 1(B) Unaudited
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Dec. 31, 2001 June 30, 2002
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ASSETS
Current assets
Cash and cash equivalents $ 6,503 $ 6,118
Accounts receivable, net 50,551 55,476
Inventories (Note 2) 42,865 64,493
Prepaid expenses 4,891 5,701
Income taxes and other receivables 1,718 1,891
-------------------------------------------
Total current assets 106,528 133,679
Property, plant and equipment, net of accumulated depreciation ($15,556
and $18,564, respectively) 16,834 16,318
Goodwill and excess re-organization intangible (Note 3) 69,250 70,684
Other assets 6,811 8,877
-------------------------------------------
Total assets $199,423 $229,558
===========================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Short-term borrowings (Note 4) $ 27,792 $ 11,440
Accounts payable and accrued liabilities 20,870 29,759
Income taxes payable 3,470 3,381
Current portion of long term debt (Note 4) 243 272
-------------------------------------------
Total current liabilities 52,375 44,852
Long-term debt (Note 4) 86,350 123,900
Accrued dividends payable (Note 5) 5,779 6,967
Deferred income taxes and other long-term liabilities 1,128 532
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Total liabilities 145,632 176,251
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Contingencies (Note 7)
13% Pay-In-Kind preferred stock (Note 5) 11,571 11,659
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Stockholders' equity
Common stock, par value $0.01 per share, 20,000,000 shares authorized,
6,500,549 issued and outstanding at December 31, 2001 and 7,040,523
issued and outstanding at June 30, 2002 65 70
Common stock purchase warrants, 699,101 issued and outstanding at
December 31, 2001 and 159,127 issued and outstanding at June 30,
2002 (Note 5) 5,115 1,665
Additional paid-in capital 66,515 69,965
Deficit (22,090) (26,067)
Accumulated other comprehensive loss (7,385) (3,985)
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Total stockholders' equity 42,220 41,648
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Total liabilities and stockholders' equity $199,423 $229,558
===========================================
The accompanying notes are an integral part of the unaudited
consolidated financial statements.
1
THE HOCKEY COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(In thousands, except share data)
For the Three For the Six For the Three For the Six
Months ended Months ended Months ended Months ended
June 30, 2001 June 30, 2001 June 30, 2002 June 30, 2002
-------------------------------------------------------------------
Net sales $ 42,252 $ 77,087 $ 44,567 $ 78,728
Cost of goods sold before restructuring charges 24,579 45,452 24,382 43,746
Restructuring and unusual charges (Note 9) - 901 - -
-------------------------------------------------------------------
Gross profit 17,673 30,734 20,185 34,982
Selling, general and administrative expenses 13,927 28,848 14,824 29,310
Restructuring and unusual charges (Note 9) - 2,005 - -
Amortization of excess reorganization value and goodwill 1,100 2,205 - -
-------------------------------------------------------------------
Operating income (loss) 2,646 (2,324) 5,361 5,672
Other expense, net 760 1,415 207 771
Interest expense 3,722 6,713 3,585 6,241
Foreign exchange gain (232) (311) (2,251) (2,272)
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Income (loss) before income taxes and extraordinary item (1,604) (10,141) 3,820 932
Income taxes 92 226 262 368
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Net income (loss) before extraordinary item (1,696) (10,367) 3,558 564
Extraordinary item - Loss on early extinguishment of debt, net
of income taxes - 1,091 3,265 3,265
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Net income (loss) (1,696) (11,458) 293 (2,701)
Preferred stock dividends 525 1,051 594 1,188
Accretion of 13% Pay-In-Kind preferred stock 60 119 29 88
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Net loss attributable to common shareholders $ (2,281) $ (12,628) $ (330) $ (3,977)
===================================================================
Basic and diluted income (loss) before extraordinary item per
share (Note 6) $ (0.32) $ (1.60) $ 0.40 $ (0.10)
Basic and diluted loss - extraordinary item - (0.15) (0.45) (0.45)
Basic and diluted loss per share (Note 6) (0.32) (1.75) (0.05) (0.55)
Adjusted income (loss) before extraordinary item and
amortization of excess reorganization value and goodwill (596) (8,162) 3,558 564
Adjusted income (loss) before amortization of excess
reorganization value and goodwill (596) (9,253) 293 (2,701)
Adjusted income (loss) per share before extraordinary item and
amortization of excess reorganization value and goodwill (0.08) (1.13) 0.49 (0.08)
Adjusted loss per share before amortization of excess
reorganization value and goodwill (0.08) (1.28) 0.04 (0.38)
The accompanying notes are an integral part of the unaudited
consolidated financial statements.
2
THE HOCKEY COMPANY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
(In thousands)
For the Three For the Six For the Three For the Six
Months ended Months ended Months ended Months ended
June 30, 2001 June 30, 2001 June 30, 2002 June 30, 2002
-------------------------------------------------------------------
Net income (loss) $ (1,696) $ (11,458) 293 (2,701)
Foreign currency translation adjustments (966) (1,789) 4,071 3,400
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Net comprehensive income (loss) $ (2,662) $ (13,247) $ 4,364 $ 699
===================================================================
The accompanying notes are an integral part of the unaudited
consolidated financial statements.
3
THE HOCKEY COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In thousands)
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For the Six For the Six
Months ended Months ended
June 30, 2001 June 30, 2002
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OPERATING ACTIVITIES:
Net income (loss) before extraordinary items $ (10,367) $ 564
Adjustments to reconcile net income (loss) before extraordinary item to net cash
used in operating activities:
Restructuring and unusual charges 2,906 -
Depreciation and amortization 6,008 2,748
Deferred income taxes 43 (559)
Gain on sales of fixed assets (8) -
Gain on foreign exchange (407) (2,016)
Change in operating assets and liabilities:
Accounts receivable (7,515) (3,070)
Inventories (15,389) (18,432)
Prepaid expenses 1,069 (81)
Accounts payable and accrued liabilities (4,858) 7,230
Income taxes payable (999) (318)
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Net cash used in operating activities (29,517) (13,934)
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INVESTING ACTIVITIES:
Purchases of property, plant & equipment (709) (603)
Proceeds from sales of property, plant & equipment 332 -
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Net cash provided by (used in) investing activities (377) (603)
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FINANCING ACTIVITIES:
Deferred financing costs (5,482) (6,530)
Net change in short-term borrowings 29,969 (17,175)
Proceeds from long-term debt 191 123,861
Principal payments on debt (123) (86,448)
Issuance of warrants 3,450 5
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Net cash provided by financing activities 28,005 13,713
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Effects of foreign exchange rate changes on cash (153) 439
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Decrease in cash (2,042) (385)
Cash and cash equivalents at beginning of period 2,423 6,503
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Cash and cash equivalents at end of period $ 381 $ 6,118
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The accompanying notes are an integral part of the unaudited
consolidated financial statements.
4
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 AND PRINCIPLES OF CONSOLIDATION
The Hockey Company ("THC" or the "Company") was incorporated in
September 1991 and reorganized in April 1997.
The consolidated financial statements include the accounts of The Hockey
Company and its wholly-owned subsidiaries (collectively, the "Company"). The
Company designs, develops, manufactures and markets a broad range of sporting
goods. The Company manufactures hockey and hockey related products, including
hockey uniforms, hockey sticks, protective equipment and hockey, figure and
inline skates, as well as street hockey products, marketed under the CCM(R),
KOHO(R), JOFA(R), TITAN(R), CANADIEN(TM) and HEATON(R) brand 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.
B. BASIS OF PRESENTATION
The accompanying unaudited interim consolidated financial statements
appearing in this quarterly report have been prepared in accordance with
generally accepted accounting principles for interim financial reporting and
with the instructions to Form 10Q and Article 10 of Regulation S-X, on a basis
consistent with the annual financial statements of THC and its subsidiaries,
except for the application of accounting pronouncements as discussed below.
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 Income (Loss) and
Statements of Cash Flows for the 2002 and 2001 periods have been included. These
unaudited interim consolidated financial statements do not include all of the
information and footnotes required by United States 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. Sales of hockey equipment products are generally highly seasonal and
in many instances are dependent on weather conditions. This seasonality causes
our financial results to vary from quarter to quarter, with sales and earnings
usually weakest in the first and second quarters. In addition, the nature of our
business requires that in anticipation of the peak selling season for our
products, we make relatively large investments in inventory. Relatively large
investments in receivables consequently exist during and after such season.
The Balance Sheet at December 31, 2001 has been derived from the audited
consolidated financial statements at that date but does not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements.
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, 2001. Certain
prior period amounts have been reclassified to conform to the current period
presentation.
C. ACCOUNTING PRONOUNCEMENTS
In June 2001, the Financial Accounting Standards Board ("FASB") issued
Statements of Financial Accounting Standards ("SFAS") No. 141, BUSINESS
COMBINATIONS, and No. 142, GOODWILL AND OTHER INTANGIBLE ASSETS. Under the new
rules, goodwill and intangible assets with indefinite lives will no longer be
amortized but will be subject to annual impairment tests using a two-step
process. The first step is to screen for potential impairment, while the second
step measures the amount of impairment, if any. Other intangible assets will
continue to be amortized over their estimated useful lives.
5
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
In accordance with the transition provisions of the SFAS No. 142, the
Company has completed the first step of the transitional goodwill impairment
test for all reporting units of the Company. The results of that test have
indicated that no impairment in the value of goodwill and excess
re-organizational intangible exists.
In August 2001, the FASB issued SFAS No. 144, IMPAIRMENT OR DISPOSAL OF
LONG-LIVED ASSETS. Under the new rules, assets held for sale would be recorded
at the lower of the assets' carrying amounts and fair values and would cease to
be depreciated. The Company adopted the Statement as of January 1, 2002, and no
significant transition adjustment resulted from its adoption.
On April 30, 2002, the FASB issued SFAS No. 145, RESCISSION OF FASB
STATEMENTS NO. 4, 44, AND 64, AMENDMENT OF FASB STATEMENT NO. 13, AND TECHNICAL
CORRECTIONS. SFAS No. 145 rescinds Statement 4, which required all gains and
losses from extinguishment of debt to be classified as an extraordinary item,
net of related income tax effect, if material in the aggregate. Due to the
rescission of SFAS No. 4, the criteria in Opinion 30 will now be used to
classify those gains and losses. The provisions of SFAS No. 145 related to the
rescission of SFAS No. 4 are effective for fiscal years beginning after May 15,
2002. Any gain or loss on extinguishment of debt that was classified as an
extraordinary item in prior periods presented that does not meet the criteria
for classification as an extraordinary item will be reclassified. The provisions
of SFAS No. 145 related to SFAS No. 13 are effective for transactions occurring
after May 15, 2002. All other provisions of this Statement shall be effective
for financial statements issued on or after May 15, 2002. The Company will adopt
this Statement on January 1, 2003 upon which the extraordinary item - loss on
early extinguishment of debt, net of income taxes will be reclassified.
In July 2002, FASB issued SFAS no. 146, ACCOUNTING FOR COSTS ASSOCIATED
WITH EXIT OR DISPOSAL ACTIVITIES, which addresses financial accounting and
reporting for costs associated with exit or disposal activities and nullifies
EITF Issue No. 94-3 "LIABILITY RECOGNITION FOR CERTAIN EMPLOYEE TERMINATION
BENEFITS AND OTHER COSTS TO EXIT AN ACTIVITY (INCLUDING CERTAIN COSTS INCURRED
IN A RESTRUCTURING)". SFAS 146 requires that a liability for a cost associated
with an exit or disposal activity be recognized at the time when the liability
is incurred. SFAS 146 eliminates the definition and requirement for recognition
of exit costs at the data of an entity's commitment to an exit plan in Issue
94-3. SFAS 146 will be effective for exit and disposal activities initiated
after December 31, 2002 and had no impact on the Company's financial statements,
but will impact the accounting treatment of future exit and disposal activities
should they occur.
2. INVENTORIES
Net inventories consist of:
December 31, 2001 June 30, 2002
--------------------------------------------
Finished products $ 31,892 $ 51,575
Work in process 2,665 2,630
Raw materials and supplies 8,308 10,288
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$ 42,865 $ 64,493
============================================
3. GOODWILL AND EXCESS RE-ORGANIZATION INTANGIBLE
Goodwill and excess re-organization intangible consist of:
December 31, 2001 June 30, 2002
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Goodwill $ 42,883 $ 44,252
Excess re-organization intangible 26,367 26,432
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$ 69,250 $ 70,684
==========================================
6
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
4. REVOLVING CREDIT FACILITIES AND LONG-TERM DEBT
A) REVOLVING CREDIT FACILITIES
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 with General Electric Capital Canada Inc., as
Agent and Lender. The Credit Agreements are collateralized by all accounts
receivable, inventories and related assets of the borrowers and the Company's
other North American subsidiaries and are further collateralized by a second
lien on all of the Company's and the Company's North American subsidiaries'
other tangible and intangible assets.
In connection with the issuance of the Notes (See Note 4b), the Third
Amendment to the U.S. Credit Agreement was entered into by Maska U.S., Inc., as
borrower, the Credit Parties, the U.S. Lenders and General Electric Capital
Corporation, as Agent and Lender. Simultaneously, the Fourth Amendment to the
Canadian Credit Agreement was entered into by Sport Maska Inc., as borrower, the
Credit Parties, the Canadian Lenders 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 is $60,000. However, under the
terms of the Offering (See Note 4b), indebtedness cannot exceed $35,000 and must
be repaid in its entirety at least once a year. Each of the Credit Agreements is
subject to a minimum excess requirement of $1,750 in certain months. Total
borrowings outstanding under the Credit Agreements at December 31, 2001 and
June 30, 2002 were $27,792 and $4,043, respectively (excluding outstanding
letters of credit of $5,732 at December 31, 2001 and $6,025 at June 30, 2002).
The Credit Agreements will mature on October 17, 2002. Management believes the
Credit Agreements can be renewed or refinanced upon maturity. If these
agreements cannot be renewed or refinanced with GECC, the Company will seek
alternative sources of financing to replace these credit agreements.
Borrowings under the U.S. Credit Agreement bear interest at rates of either
U.S. prime rate plus 0.50%-1.25% or LIBOR plus 1.75%-2.75% depending on the
Company's Operating Cash Flow Ratio, as defined in the agreement. Borrowings
under the Canadian credit agreement bear interest at rates between the Canadian
prime rate plus 0.75% to 1.50%, or LIBOR plus 1.75% to 2.75% depending on the
Company's 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, minimum interest coverage and
fixed charges coverage ratio. The agreement restricts, among others, the ability
to pay cash dividends on the preferred shares.
Effective March 18, 1999, Jofa AB (Jofa), a Swedish subsidiary of the
Company, entered into a credit agreement with Nordea Bank in Sweden. The maximum
amount of loans and letters of credit that may be outstanding under the
agreement is SEK 90,000 ($9,800)(SEK 80,000 in 2001($7,700)). The facility is
collateralized by the assets of Jofa, excluding intellectual property, bears
interest at a rate of STIBOR (4.5% at June 30, 2002) plus 0.90%, matures
December 31, 2002 and is renewable annually. Total borrowings as at December 31,
2001 and June 30, 2002 were nil and SEK 50,901 ($5,528), respectively.
Management believes that the credit agreement can be renewed or refinanced upon
maturity. If this agreement cannot be renew or financed with Nordea Bank, the
Company will seek alternate sources of financing to replace this agreement.
Effective July 10, 2001, KHF Finland Oy (KHF), a Finnish subsidiary of the
Company, entered into a credit agreement with Nordea Bank in Finland, replacing
the former credit facility for FIM 30,000 ($4,600) which was terminated during
2001. The maximum amount of loans and letters of credit that may be outstanding
under the agreement is EUR 2,400 ($2,365). The facility is collateralized by the
assets of KHF and bears interest at a rate of EURIBOR (3.4% at June 30, 2002)
plus 0.9% and is renewable annually. Total borrowings as at December 31, 2001
and June 30, 2002 were nil.
7
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
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 ("Caisse") to borrow a total of
Canadian $135,800. The loan was initially for a period of two years that was
extended until March 14, 2001, on which date, an Amended and Restated Credit
Agreement was entered into by the Company and Sport Maska Inc., as borrowers,
Caisse, as Agent and Lender, and Montreal Trust Company, as Paying Agent (the
"Amended and Restated Credit Agreement"). On the terms and subject to the
conditions of the Amended and Restated Credit Agreement, Facility 1 of the
Caisse Loan, which was a facility in the maximum amount of Canadian $90,000, was
extended to June 30, 2004, and Facility 2 of the Caisse Loan, which is a
facility in the maximum amount of Canadian $45,800, was extended to October 31,
2002. Each facility bore interest equal to the Canadian prime rate plus 5%, and
Facility 2 bore additional interest of 3.5% which was capitalized and repaid on
Facility 2 maturity. At December 31, 2001 Facility 2 included $654 of
capitalized interest. The loan was 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 was guaranteed by the Company and certain of its
subsidiaries. On March 8, 2002 the Company acquired an option from the lender to
extend the maturity of Facility 2 plus capitalized interest to February 28,
2003.
The loan contained customary negative and affirmative covenants including
those relating to capital expenditures, total indebtedness to EBITDA and minimum
interest coverage, and a minimum EBITDA requirement. The agreement restricted,
among others, the ability to pay cash dividends on the preferred shares.
On April 3, 2002, the Company issued $125,000 11 1/4% Senior Secured Note
Units (the "Notes") due April 15, 2009 at a price of 98.806%, each Unit
consisting of $0.5 principal amount of 11 1/4% Senior Secured Notes of the
Company and $0.5 principal amount of 11 1/4% Senior Secured Note of Sport Maska
Inc., a wholly owned subsidiary of the Company, through a private placement.
THC has fully and unconditionally guaranteed the Sport Maska Inc. Notes on
a senior secured basis. Sport Maska Inc. has fully and unconditionally
guaranteed the THC Notes. Also, certain subsidiaries of THC and Sport Maska
Inc., excluding the Finnish subsidiaries, have fully and unconditionally
guaranteed the Notes on a senior secured basis. The Notes and guarantees are
secured by substantially all the tangible and intangible assets of the Company,
excluding the Finnish subsidiaries, subject to the prior ranking claims by
lenders under the revolving credit facilities (see Note 4a), and by a pledge of
stock of the first-tier Finnish subsidiary. The security interest in the
Company's Swedish subsidiaries (other than intellectual property) is limited
to $15,000.
The Notes may be redeemed at any time after April 15, 2006 at the following
redemption prices (expressed as percentages of the principal amount thereof)
plus accrued and unpaid interest to the date of redemption, if redeemed during
the twelve-month period commencing on April 15 of the year set forth below:
Year Percentage
---- ----------
2006 105.625%
2007 102.813%
2008 and thereafter 100.000%
In addition, up to one-third of the Notes may be redeemed with the net
proceeds of an equity offering at any time until April, 15, 2005 at a redemption
price of 111.25% of the principal amount plus accrued and unpaid interest to the
date of redemption. If the Company undergoes a change of control, the Company
will be required to offer to purchase the units from the holders at 101% of
principal amount plus accrued and unpaid interest to the date of repurchase.
The proceeds of $123,508 were used (i) to repay all outstanding secured
loans under the Amended and Restated Credit Agreement, dated March 14, 2001 (See
Note 4b), (ii) to repay a portion of the secured indebtedness under the U.S. and
Canadian Credit Agreements, (iii) to pay fees and expenses of the offering and
(iv) for general corporate purposes. The Amended and Restated Credit Agreement
with Caisse and any documents related thereto have been terminated and are of no
further force and effect. Among other financial covenants, the indenture
governing the Notes restricts the Company's ability
8
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
to borrow under its revolving credit facilities to a maximum of $35,000 and
limits payments of dividends or repurchases of stock.
In May 2000, Jofa AB, a subsidiary of the Company, entered into a loan
agreement with Nordea Bank in Sweden to borrow SEK 10,000 ($1,086). The loan is
for four years with annual principal repayments of SEK 2,500 ($272). The loan is
secured by a chattel mortgage on the assets of the subsidiary and bears an
interest rate of STIBOR plus 1.25%.
5. COMMON STOCK, WARRANTS AND PREFERRED STOCK
The Company has authorized 20,000,0000 shares of common stock, par value
$0.01 per share, of which 7,040,523 shares are issued and outstanding.
Pursuant to the Warrant Agreement, dated as of March 14, 2001, between the
Company and Caisse, the Company issued a warrant to Caisse to purchase
539,974 shares of common stock, par value $.01 per share, of the Company, at an
exercise price of $.01 per share. Concurrent with the repayment of the Caisse
loan (Note 4b), the Caisse exercised the warrants and purchased the Company's
common stock.
On April 11, 1997, in connection with a re-organization, THC's old common
stock was extinguished and the holders received a total of 300,000 five-year
warrants to purchase an aggregate of 300,000 shares of common stock at an
exercise price of $16.92 per share. The warrants expired on April 11, 2002.
On November 19, 1998, the Company issued 100,000 shares of 13% Pay-In-Kind
redeemable preferred stock, $0.01 par value per share, 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 stockholders'
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 over the term of the Notes, 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 the mandatory redemption date 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 our Board of Directors with the
provision that the preferred stockholders are to elect 28% of the Company's
directors. In connection with the issuance of the Notes as described in Note 4b,
the holder agreed to extend the redemption of the preferred stock to October 15,
2009, a date six months beyond the maturity of the notes issued in the Offering.
At June 30, 2002 unpaid dividends of $6,967 (December 31, 2001 -$5,779) have
been accrued on the preferred stock and are included as long-term liabilities,.
The preferred stock is redeemable. However, under the terms of the Company's
debt covenants, the preferred stock may not be redeemed while its debt is
outstanding.
The preferred stock must be redeemed by the Company upon a change of
control or by the mandatory redemption date.
9
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
6. EARNINGS PER SHARE
Losses per share for the three and six months periods are as follows:
- ----------------------------------------------------------------------------------------------------------------------------------
For the Three Months For the Six Months For the Three Months For the Six Months
ended June 30, 2001 ended June 30, 2001 ended June 30, 2002 ended June 30, 2002
- ----------------------------------------------------------------------------------------------------------------------------------
Basic Diluted Basic Diluted Basic Diluted Basic Diluted
- ----------------------------------------------------------------------------------------------------------------------------------
Net income (loss) before
extraordinary item
attributable to common
stockholders $ (2,281) $ (2,281) $ (11,537) $ (11,537) $ 2,935 $ 2,935 $ (712) $ (712)
- ----------------------------------------------------------------------------------------------------------------------------------
Net loss attributable to
common stockholders $ (2,281) $ (2,281) $ (12,628) $ (12,628) $ (330) $ (330) (3,977) $(3,977)
- ----------------------------------------------------------------------------------------------------------------------------------
Weighted average common and common equivalent shares outstanding:
- ----------------------------------------------------------------------------------------------------------------------------------
Common stock 6,500,549 6,500,549 6,500,549 6,500,549 7,040,523 7,040,523 6,770,536 6,770,536
- ----------------------------------------------------------------------------------------------------------------------------------
Common equivalent
shares (a) 698,000 698,000 698,000 698,000 158,868 158,868 428,416 428,416
- ----------------------------------------------------------------------------------------------------------------------------------
Total weighted average
common and common
equivalent shares
outstanding 7,198,549 7,198,549 7,198,549 7,198,549 7,199,381 7,199,381 7,198,952 7,198,952
- ----------------------------------------------------------------------------------------------------------------------------------
Net income (loss) before
extraordinary item per $ $
common share (b) $ (0.32) $ (0.32) $ (1.60) $ (1.60) $ 0.40 $ 0.40 (0.10) (0.10)
- ----------------------------------------------------------------------------------------------------------------------------------
Net loss per common $ $ $ $
share (b) $ (0.32) $ (0.32) $ (1.75) $ (1.75) (0.05) (0.05) (0.55) (0.55)
- ----------------------------------------------------------------------------------------------------------------------------------
(a) Common equivalent shares include warrants and stock options issuable for
little or no cash consideration.
(b) Other warrants and stock options are considered in diluted earnings per
share 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 the
Company's stock had extremely limited trading volume during the period.
(c) Options to purchase 1,322,222 shares of common stock were outstanding but
were not included in the computation of diluted earnings per share because
the options' exercise price was greater than the average book value of the
common stock.
7. CONTINGENCIES
Other than certain legal proceedings arising from the ordinary course of
business, which the Company believes will not have a material adverse effect,
either individually or collectively, on its financial position, results of
operations or cash flows, there is no other litigation pending or threatened
against the Company.
10
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
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 licensed authentic and replica
hockey jerseys, team uniforms and socks 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
The accounting policies of the segment are the same as those described in
the summary of significant accounting policies. The Company evaluates
performance based on gross profit. Segment assets only include inventory.
INFORMATION ABOUT SEGMENT PROFIT OR LOSS AND SEGMENT ASSETS
2001 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
----------------------------- ------------------------------ -------------------------------
Net sales $ 34,372 $ 55,691 $ 7,880 $ 21,396 $ 42,252 $ 77,087
Gross profit before restructuring 14,348 22,243 3,325 9,392 17,673 31,635
Inventories 33,984 33,984 17,820 17,820 51,804 51,804
Goodwill and excess
reorganizational intangible 64,274 64,274 9,544 9,544 73,818 73,818
2002 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
----------------------------- ------------------------------ -------------------------------
Net sales $ 33,473 $ 56,273 $ 11,094 $ 22,455 $ 44,567 $ 78,728
Gross profit before restructuring 14,733 24,301 5,452 10,681 20,185 34,982
Inventories 37,997 37,997 26,496 26,496 64,493 64,493
Goodwill and excess
reorganizational intangible 61,961 61,961 8,723 8,723 70,684 70,684
Reconciliation of Segment Profit or Loss
For the Three For the Six For the Three For the Six
Months ended Months ended Months ended Months ended
June 30, 2001 June 30, 2001 June 30, 2002 June 30, 2002
-------------------------------------------------------------
Segment gross profit before restructuring $ 17,673 $ 31,635 $ 20,185 $ 34,982
Restructuring and unusual charges - (901) - -
-------------------------------------------------------------
Gross Profit 17,673 30,734 20,185 34,982
11
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
Reconciliation of Segment Profit or Loss (cont'd)
For the Three For the Six For the Three For the Six
Months ended Months ended Months ended Months ended
June 30, 2001 June 30, 2001 June 30, 2002 June 30, 2002
-------------------------------------------------------------
Unallocated amounts:
Selling, general and administrative expenses 13,927 28,848 14,824 29,310
Restructuring and unusual charges - 2,005 - -
Amortization of excess re-organization value and goodwill 1,100 2,205 - -
Other expense, net 760 1,415 207 771
Interest expense 3,722 6,713 3,585 6,241
Foreign exchange gain (232) (311) (2,251) (2,272)
-------------------------------------------------------------
Income (loss) before income taxes and extraordinary item $ (1,604) $ (10,141) $ 3,820 $ 932
9. RESTRUCTURING AND UNUSUAL CHARGES
In 2001, the Company embarked on a plan to rationalize its operations and
consolidate its facilities. This rationalization involved the elimination of
certain redundancies, both in terms of personnel and operations, as well as the
consolidation of facilities including the closure of the Mount Forest, Ontario
plant, the Paris, France sales office, and the consolidation of North American
distribution into Canada. Approximately 380 employees were affected, of which
240 were from the apparel segment. Accordingly, the Company set up reserves of
approximately $5,700 in 2001 for the expected cost of the restructuring. Of this
amount, approximately $4,300 was to cover the cost of severance packages to
affected employees, with the remainder representing other closure costs. Of
these amounts, approximately $640 remained unpaid at June 30, 2002 (December 31,
2001 - $1,900).
10. SUPPLEMENTAL CONDENSED CONSOLIDATED FINANCIAL INFORMATION
THC's and Sport Maska Inc.'s payment obligations under the Notes (see note
4b) are guaranteed by certain subsidiaries of the Company's and Sport Maska
Inc.'s wholly owned subsidiaries (the Other Guarantors) excluding the Finnish
subsidiaries which is a pledge of the stock. Such guarantees are full,
unconditional and joint and several. Under the Company's revolving credit
facilities, both Sport Maska Inc., and Maska U.S. Inc., a guarantor subsidiary,
are restricted from paying dividends or providing loans or advances to the
Company. The following supplemental financial information sets forth, on an
unconsolidated basis, balance sheets, statements of operations and statements of
cash flows information for THC, Sport Maska Inc., Other Guarantors and for the
Company's other subsidiaries (the Non-Guarantor Subsidiaries), which have been
included in the elimination column. The supplemental financial information
reflects the investments of the THC, Sport Maska Inc., and the Other Guarantors
in the Other Guarantor and Non-Guarantor Subsidiaries using the equity method of
accounting. The supplemental financial information also reflects pushdown of the
Company's loan with the Caisse (See Note 4b).
12
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
As at June 30, 2002 The Hockey Sport Maska Inc. Guarantors Other/ TOTAL
Company Eliminations
----------------------------------------------------------------------------------------
ASSETS
Cash and cash equivalents - - 1,485 4,633 6,118
Accounts receivable, net - 22,690 29,616 3,170 55,476
Inventories - 46,570 17,275 648 64,493
Prepaid expenses 802 2,685 2,155 59 5,701
Income taxes and other
receivables 420 1,245 226 - 1,891
Intercompany accounts 79,147 30,856 21,225 (131,228) -
----------------------------------------------------------------------------------------
Total current assets 80,369 104,046 71,982 (122,718) 133,679
Property, plant and equipment,
net of accumulated depreciation - 12,284 2,098 1,936 16,318
Intangible and other assets 2,022 28,278 48,358 903 79,561
Investments in subsidiaries 36,812 - 44,621 (81,433) -
Intercompany accounts 11,092 - 25,000 (36,092) -
----------------------------------------------------------------------------------------
Total assets 130,295 144,608 192,059 (237,404) 229,558
========================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Short-term borrowings - 5,461 5,979 - 11,440
Accounts payable and
accrued liabilities 2,284 17,602 8,971 902 29,759
Income taxes payable - 2,656 668 57 3,381
Current portion of long
term debt - - 272 - 272
Intercompany accounts 1,528 26,015 80,590 (108,133) -
----------------------------------------------------------------------------------------
Total current liabilities 3,812 51,734 96,480 (107,174) 44,852
Long-term debt 36,780 61,781 25,339 - 123,900
Deferred income taxes and other
long-term liabilities 6,969 2,041 691 (2,202) 7,499
Intercompany accounts 25,000 - 43,930 (68,930) -
----------------------------------------------------------------------------------------
Total liabilities 72,561 115,556 166,440 (178,306) 176,251
13% Pay-in-Kind preferred stock 11,659 - - - 11,659
----------------------------------------------------------------------------------------
Stockholders' equity
Common stock, par value $0.01
per share 70 30,706 4,901 (35,607) 70
Common stock purchase warrants 1,665 - - - 1,665
Additional paid-in capital 69,965 - 19,344 (19,344) 69,965
Retained earnings (Deficit) (26,067) (1,008) 1,444 (436) (26,067)
Accumulated other comprehensive
loss 442 (646) (70) (3,711) (3,985)
----------------------------------------------------------------------------------------
Total stockholders' equity 46,075 29,052 25,619 (59,098) 41,648
----------------------------------------------------------------------------------------
Total liabilities and
stockholders' equity 130,295 144,608 192,059 (237,404) 229,558
========================================================================================
13
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
As at December 31, 2001 The Hockey Sport Maska Inc. Guarantors Other/ TOTAL
Company Eliminations
----------------------------------------------------------------------------------------
ASSETS
Cash and cash equivalents - 6 2,002 4,495 6,503
Accounts receivable, net - 17,615 32,268 668 50,551
Inventories - 27,539 15,726 (400) 42,865
Prepaid expenses 790 2,438 1,581 82 4,891
Income taxes and other
receivable 420 1,187 111 - 1,718
Intercompany accounts 66,325 35,262 33,492 (135,079) -
----------------------------------------------------------------------------------------
Total current assets 67,535 84,047 85,180 (130,234) 106,528
Property, plant and equipment,
net of accumulated depreciation - 12,579 2,199 2,056 16,834
Intangible and other assets 1,119 25,781 48,606 555 76,061
Investments in subsidiaries 36,769 - 43,470 (80,239) -
Intercompany accounts 11,092 - 24,058 (35,150) -
----------------------------------------------------------------------------------------
Total assets 116,515 122,407 203,513 (243,012) 199,423
========================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Short-term borrowings - 12,769 15,023 - 27,792
Accounts payable and
accrued liabilities 933 10,961 8,744 232 20,870
Income taxes payable - 2,046 1,265 159 3,470
Current portion of long -
term debt 243 - 243
Intercompany accounts 1,534 27,309 84,437 (113,280) -
----------------------------------------------------------------------------------------
Total current liabilities 2,467 53,085 109,712 (112,889) 52,375
Long-term debt 22,586 39,279 24,485 - 86,350
Deferred income taxes and other
long-term liabilities 5,779 2,135 1,122 (2,129) 6,907
Intercompany accounts 24,058 - 43,930 (67,988) -
----------------------------------------------------------------------------------------
Total liabilities 54,890 94,499 179,249 (183,006) 145,632
13% Pay-in-Kind preferred stock 11,571 - - - 11,571
----------------------------------------------------------------------------------------
Stockholders' equity
Common stock, par value $0.01
per share, 65 29,281 4,770 (34,051) 65
Common stock purchase warrants, 5,115 - - - 5,115
Additional paid-in capital 66,515 - 19,344 (19,344) 66,515
Deficit (22,089) (668) 799 (132) (22,090)
Accumulated other comprehensive
loss 448 (705) (649) (6,479) (7,385)
----------------------------------------------------------------------------------------
Total stockholders' equity 50,054 27,908 24,264 (60,006) 42,220
----------------------------------------------------------------------------------------
Total liabilities and
stockholders' equity 116,515 122,407 203,513 (243,012) 199,423
========================================================================================
14
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
Six months ended The Hockey Sport Maska Inc. Guarantors Other/ TOTAL
June 30, 2002 Company Eliminations
----------------------------------------------------------------------------------------
Net sales - 42,106 48,814 (12,192) 78,728
Cost of goods - 27,861 30,931 (15,046) 43,746
----------------------------------------------------------------------------------------
Gross profit - 14,245 17,883 2,854 34,982
Selling, general and
administrative expenses 25 12,059 15,525 1,701 29,310
----------------------------------------------------------------------------------------
Operating income (loss) (25) 2,186 2,358 1,153 5,672
Other expense, net [1] 217 193 (832) 1,193 771
Interest expense 1,598 3,021 1,616 6 6,241
Foreign exchange gain - (2,272) - - (2,272)
----------------------------------------------------------------------------------------
Income (loss) before income taxes
and extraordinary item (1,840) 1,244 1,574 (46) 932
Income taxes - 95 (100) 373 368
----------------------------------------------------------------------------------------
Income (loss) before
extraordinary item (1,840) 1,149 1,674 (419) 564
Extraordinary item - loss on
early extinguishment
of debt, net of taxes 861 1,486 918 - 3,265
----------------------------------------------------------------------------------------
Net income (loss) (2,701) (337) 756 (419) (2,701)
========================================================================================
[1] Other expense, net for the Hockey Company and Other Guarantors includes
equity in net income (loss) of subsidiaries of $43 and ($1,151)
respectively.
Three months ended The Hockey Sport Maska Inc. Guarantors Other/ TOTAL
June 30, 2002 Company Eliminations
----------------------------------------------------------------------------------------
Net sales - 25,848 25,684 (6,965) 44,567
Cost of goods - 16,664 16,269 (8,551) 24,382
----------------------------------------------------------------------------------------
Gross profit - 9,184 9,415 1,586 20,185
Selling, general and
administrative expenses 7 6,293 7,467 1,057 14,824
----------------------------------------------------------------------------------------
Operating income (loss) (7) 2,891 1,948 529 5,361
Other expense, net [1] (2,112) 28 (742) 3,033 207
Interest expense 951 1,894 736 4 3,585
Foreign exchange gain - (2,251) - - (2,251)
----------------------------------------------------------------------------------------
Income (loss) before income
taxes and
extraordinary item 1,154 3,220 1,954 (2,508) 3,820
Income taxes - 48 9 205 262
----------------------------------------------------------------------------------------
Income (loss) before
extraordinary item 1,154 3,172 1,945 (2,713) 3,558
Extraordinary item - loss on
early extinguishment
of debt net of taxes 861 1,486 918 - 3,265
----------------------------------------------------------------------------------------
Net income (loss) 293 1,686 1,027 (2,713) 293
========================================================================================
[1] Other expense, net for the Hockey Company and Other Guarantors includes
equity in net income (loss) of subsidiaries of $2,230 and ($904)
respectively.
15
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
Six months ended The Hockey Sport Maska Inc. Guarantors Other/ TOTAL
June 30, 2001 Company Eliminations
----------------------------------------------------------------------------------------
Net sales - 53,367 44,722 (21,002) 77,087
Cost of goods sold before
restructuring charges - 39,950 28,837 (23,335) 45,452
Restructuring and unusual charges - 901 - - 901
----------------------------------------------------------------------------------------
Gross profit - 12,516 15,885 2,333 30,734
Selling, general and
administrative expenses 11 12,080 15,453 1,304 28,848
Restructuring and unusual charges - 1,394 611 - 2,005
Amortization of excess
reorganization value and goodwill - 635 1,675 (105) 2,205
----------------------------------------------------------------------------------------
Operating income (loss) (11) (1,593) (1,854) 1,134 (2,324)
Other expense, net [1] 9,706 675 (295) (8,671) 1,415
Interest expense 1,453 3,128 2,129 3 6,713
Foreign exchange gain - (311) - - (311)
----------------------------------------------------------------------------------------
Income (loss) before income
taxes and
extraordinary item (11,170) (5,085) (3,688) 9,802 (10,141)
Income taxes - 89 (115) 252 226
----------------------------------------------------------------------------------------
Net income (loss) before
extraordinary item (11,170) (5,174) (3,573) 9,550 (10,367)
Extraordinary item - loss on
early extinguishment
of debt, net of taxes 288 499 304 - 1,091
----------------------------------------------------------------------------------------
Net income (loss) (11,458) (5,673) (3,877) 9,550 (11,458)
========================================================================================
[1] Other expense, net for the Hockey Company and Other Guarantors includes
equity in net income (loss) of subsidiaries of $10,191 and ($466)
respectively.
Three months ended The Hockey Sport Maska Inc. Guarantors Other/ TOTAL
June 30, 2001 Company Eliminations
----------------------------------------------------------------------------------------
Net sales - 29,891 23,211 (10,850) 42,252
Cost of goods sold before
restructuring charges - 21,380 15,099 (11,900) 24,579
Restructuring and unusual charges - - - - -
----------------------------------------------------------------------------------------
Gross profit - 8,511 8,112 1,050 17,673
Selling, general and
administrative expenses 1 5,954 7,375 597 13,927
Restructuring and unusual
charges - - - - -
Amortization of excess
reorganization value and goodwill - 318 836 (54) 1,100
----------------------------------------------------------------------------------------
Operating income (loss) (1) 2,239 (99) 507 2,646
Other expense, net [1] 850 221 (430) 119 760
Interest expense 844 1,445 1,434 (1) 3,722
Foreign exchange gain - (232) - - (232)
----------------------------------------------------------------------------------------
Income (loss) before income
taxes (1,695) 805 (1,103) 389 (1,604)
Income taxes - 45 (47) 94 92
========================================================================================
Net income (loss) (1,695) 760 (1,056) 295 (1,696)
========================================================================================
[1] Other expense, net for the Hockey Company and Other Guarantors includes
equity in net income (loss) of subsidiaries of $1,185 and ($378)
respectively.
16
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
Six months ended The Hockey Sport Maska Guarantors Other/ TOTAL
June 30, 2002 Company Inc. Eliminations
---------------------------------------------------------------------------------
OPERATING ACTIVITIES:
Net cash provided by (used for)
operating activities (13,295) (10,971) 10,474 (142) (13,934)
---------------------------------------------------------------------------------
INVESTING ACTIVITIES:
Purchases of property, plant &
equipment - (463) (86) (54) (603)
---------------------------------------------------------------------------------
Net cash used for investing activities - (463) (86) (54) (603)
---------------------------------------------------------------------------------
FINANCING ACTIVITIES:
Deferred financing costs (1,820) (3,347) (1,363) - (6,530)
Net change in short-term borrowings - (7,290) (9,578) (307) (17,175)
Principal payments on debt (21,853) (39,471) (25,124) - (86,448)
Proceeds from long term debt 36,963 61,898 25,000 - 123,861
Issuance of warrants 5 - - - 5
---------------------------------------------------------------------------------
Net cash provided by (used for)
financing activities 13,295 11,790 (11,065) (308) 13,713
---------------------------------------------------------------------------------
Effects of foreign exchange rate
changes on cash - (54) 160 333 439
---------------------------------------------------------------------------------
NET CHANGE IN CASH AND CASH EQUIVALENTS - 302 (517) (170) (385)
Cash & cash equivalents at beginning
of period - (302) 2,002 4,803 6,503
---------------------------------------------------------------------------------
Cash & cash equivalents at end
of period - - 1,485 4,633 6,118
---------------------------------------------------------------------------------
Six months ended The Hockey Sport Maska Guarantors Other/ TOTAL
June 30, 2001 Company Inc. Eliminations
---------------------------------------------------------------------------------
OPERATING ACTIVITIES:
Net cash used for operating activities (1,617) (12,867) (13,920) (1,113) (29,517)
---------------------------------------------------------------------------------
INVESTING ACTIVITIES:
Purchases of property, plant &
equipment - (656) (38) (15) (709)
Proceeds from disposal of property,
plant & equipment - 332 - - 332
---------------------------------------------------------------------------------
Net cash used for investing activities - (324) (38) (15) (377)
---------------------------------------------------------------------------------
FINANCING ACTIVITIES:
Deferred financing costs (1,936) (2,579) (1,536) 569 (5,482)
Net change in short-term borrowings - 14,780 15,189 - 29,969
Principal payments on debt - - (123) - (123)
Proceeds from long-term debt 103 88 - - 191
Issuance of warrants 3,450 - - - 3,450
---------------------------------------------------------------------------------
Net cash provided by financing activities 1,617 12,289 13,530 569 28,005
---------------------------------------------------------------------------------
Effects of foreign exchange rate
changes on cash - (23) (73) (57) (153)
---------------------------------------------------------------------------------
NET CHANGE IN CASH AND CASH
EQUIVALENTS - (925) (501) (616) (2,042)
Cash & cash equivalents at beginning
of period - 925 517 981 2,423
---------------------------------------------------------------------------------
Cash & cash equivalents at end of
period - - 16 365 381
---------------------------------------------------------------------------------
17
THE HOCKEY COMPANY
PART II
OTHER INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
INTRODUCTION
We can trace our origins to September 1899, when the Canada Cycle and Motor
Company (CCM) was formed as a manufacturer of bicycles and motorcars. In 1905,
CCM began marketing ice hockey skates for a sport barely 30 years old at that
time and, in 1937, acquired the Tackaberry (later Tacks) trade name. In 1983,
CCM was amalgamated with Sport Maska Inc., a manufacturer of hockey jerseys for
the NHL since 1967. In November 1998, we acquired Sports Holdings Corp.,
Europe's largest manufacturer of ice, roller and street hockey equipment and
their Jofa, Koho, Canadien, Heaton and Titan brands. As a result, we are now the
world's largest marketer, designer and manufacturer of hockey equipment and
related apparel.
Our business is seasonal. The seasonality of our business affects net sales
and borrowings under our credit agreements. Traditional quarterly fluctuations
in our 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 our 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 defined as the earnings (net income) before interest, income and
capital taxes, and depreciation and amortization. EBITDA includes restructuring
charges and other unusual and non-recurring items, if any. 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 our operating
performance or as an alternative to cash flows as a measure of liquidity. In
addition, since companies calculate EBITDA differently, EBITDA as presented for
us may not be comparable to EBITDA reported by other companies. EBITDA is
calculated as follows:
For the Three For the Six For the Three For the Six
Months ended Months ended Months ended Months ended
June 30, 2001 June 30, 2001 June 30, 2002 June 30, 2002
- ------------------------------------------------------------------------------------------------------------------------------
Operating income (loss) 2,646 (2,324) 5,361 5,672
Depreciation & amortization 2,168 4,473 940 1,856
Capital taxes 140 296 148 290
Other expenses, net 436 430 (495) (439)
- ------------------------------------------------------------------------------------------------------------------------------
EBITDA 5,390 2,875 5,954 7,379
==============================================================================================================================
RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2002
2002 COMPARED TO 2001
Net sales increased 2.1% to $78.7 million in the six months ended June 30,
2002, as compared to $77.1 million in the six months ended June 30, 2001. For
the three months ended June 30, 2002 net sales increased $2.3 million to
$44.6 million. The increases were attributable to improved sales of licensed
apparel due in part to the success of major market teams in the NHL playoffs as
well as non-hockey sales in Scandinavia which is primarily due to the timing of
shipments.
18
THE HOCKEY COMPANY
PART II
OTHER INFORMATION
Gross profit for the six months ended June 30, 2002 was $35.0 million,
compared to $30.7 million in 2001, an increase of 13.8%, attributable to a
strong product mix in the period, as well as improved product costs resulting
from the restructuring in the prior year. Measured as a percentage of net sales,
gross profit margins increased to 44.4% from 39.9% in the same period in 2001.
The gross profit before restructuring in 2001 was 41.0%. Gross profit for the
three months ended June 30, 2002 was $20.2 million, an increase of $2.5 million
over the second quarter of 2001.
In the six months ended June 30, 2002, selling, general and administrative
expenses decreased marginally as a percentage of sales to 37.2% from 37.4% in
2001 despite a $1.9 million increase due to higher amounts payable to the NHL
and higher insurance and benefits costs. In absolute dollar terms, there was a
1.6% increase to $29.3 million in the first half of 2002 from $28.8 million in
the same period of 2001. For the three months ended June 30, 2002, selling,
general and administrative expenses increased to $14.8 million from
$13.9 million largely as a result of increase NHL related expenses as well
as the timing of certain marketing expenses.
Other income of $1.5 million consists a foreign exchange gain resulting for
the translation of our long-term debt of $2.8 million offset by the amortization
of deferred financing costs.
EBITDA was $7.4 million for the six months ended June 30, 2002, compared to
$2.9 million for the six months ended June 30, 2001. The three months ended June
30, 2002 EBITDA was $6.0 million compared to $5.4 million in the second quarter
of 2001.
Interest expense of $6.2 million for the six months ended June 30, 2002 was
down from $6.7 million versus the same six months of 2001. For the three months
ended June 30, 2002, interest expense was $3.6 million compared to $3.7 million
in the second quarter of 2001.
Our net income before extraordinary items for the six months ended June 30,
2002 was $0.6 million, compared to a net loss before extraordinary items of
$10.4 million for the six months ended June 30, 2001. In three months ended June
30, 2002 we had a net income before extraordinary item of $3.6 million compared
to a net loss before extraordinary item in the second quarter of 2001 of
$1.7 million.
As a result of the extinguishment of the Caisse loan, we wrote-off
$3.3 million of deferred financing costs which is recorded as an extraordinary
item. See Liquidity and Capital Resources.
Our net loss for the six months ended June 30, 2002, was $2.7 million
compared to a net loss of $11.5 million for the six months ended June 30, 2001.
In three months ended June 30, 2002 we had a net income of $0.3 million compared
to a net loss in the second quarter of 2001 of $1.7 million.
Our net loss attributable to common shareholders for the six months ended
June 30, 2002 was $4.0 million compared to $12.6 million for the same six months
in 2001. For the three months ended March 31, 2002, net loss attributable to
common shareholders was $0.3 million compared to a loss of $2.3 million in the
second quarter of 2001. Further, the accrual for preferred stock dividends
increased by $0.1 million in the second quarter of 2002 compared to the same
quarter in 2001. The difference between the redemption value of the preferred
stock and the recorded amount is now being accreted over the term of the Notes
(as described below) by a charge to retained earnings.
LIQUIDITY AND CAPITAL RESOURCES
Our anticipated financing requirements for long-term growth, future capital
expenditures and debt service are expected to be met through cash generated from
our operations and borrowings under our credit facilities. Effective November
19, 1998, one of our U.S. subsidiaries, Maska U.S., Inc., as the borrower, and
the credit parties named therein entered into a credit agreement with the
lenders referred to therein and with General Electric Capital Corporation, as
Agent and Lender. Simultaneously, one of our Canadian subsidiaries, Sport Maska
Inc., as the borrower, and the credit parties named therein entered into a
credit agreement with the lenders referred to therein and General Electric
Capital Canada Inc., as Agent and Lender (together with General Electric Capital
Corporation, "GECC"). The credit agreements are collateralized by all accounts
receivable, inventories and related assets of the borrowers and our other North
American subsidiaries, and are further collateralized by a second lien on all of
our and our North American subsidiaries' other tangible and intangible assets.
19
THE HOCKEY COMPANY
PART II
OTHER INFORMATION
The credit agreements were amended in connection with the issuance of the Notes
(as described below) to reflect the repayment of the Caisse term loans. The
maximum amount of loans and letters of credit that may be outstanding under the
two credit agreements is $60.0 million. However under the terms of the Notes,
Indebtedness cannot exceed $35 million and must be repaid in full at least once
a year. Total borrowings outstanding under the credit agreements were
$4.0 million as at June 30, 2002 ($27.8 million at December 31, 2001),
excluding $6.0 million of letters of credit outstanding. The maturity date of
the GECC credit agreements is October 17, 2002. Management believes the GECC
credit agreements can be renewed or refinanced upon maturity. If these
agreements cannot be renewed or refinanced with GECC, we will seek alternative
sources of financing to replace these credit agreements.
Borrowings under the U.S. credit agreement bear interest at rates between
U.S. prime plus 0.50% to 1.25% or LIBOR plus 1.75% to 2.75% depending on THC's
Operating Cash Flow Ratio, as defined in the agreement. Borrowings under the
Canadian credit agreement bear interest at rates between the Canadian prime rate
plus 0.75% to 1.50%, the U.S. prime rate plus 0.50% to 1.25% and the Canadian
Bankers' Acceptance rate or LIBOR plus 1.75% to 2.75% depending on THC's
Operating Cash Flow Ratio, as defined in the agreement. In addition, we are
charged a GECC monthly commitment fee at an annual rate of 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, minimum interest coverage and
fixed charge coverage. The credit agreements restrict, among other things, the
ability to pay cash dividends on the preferred shares.
On November 19, 1998, in connection with the acquisition of Sports Holdings
Corp., we entered into a credit agreement with Caisse de depot et placement du
Quebec ("Caisse") to borrow Canadian $135.8 million. The loan, initially for a
period of two years, was extended and matured on March 14, 2001, on which date
we entered into an Amended and Restated Credit Agreement. This renewed Caisse
loan was made up of 2 facilities (Facility 1--Canadian $90 million and Facility
2--Canadian $45.8 million). Each facility bore interest equal to the Canadian
prime rate plus 5% and Facility 2 bore additional interest of 3.5% which was to
be capitalized and repaid on the maturity of Facility 2. The Amended and
Restated Credit Agreement was terminated in connection with the issuance of the
Notes (as described below). On March 8, 2002 we acquired an option from the
lender to extend the maturity of Facility 2 plus capitalized interest to
February 28, 2003.
The Amended and Restated Credit Agreement contained customary negative and
affirmative covenants including those relating to capital expenditures, total
indebtedness to EBITDA, minimum interest coverage and a minimum EBITDA
requirement which was met in 2001.
On April 3, 2002, we completed a private offering of $125 million aggregate
principal amount of 11 1/4% Senior Secured Note Units due April 15, 2009 (the
"Notes"), at a price of 98.806%, each such Unit consisting of $500 principal
amount of 11 1/4% Senior Secured Notes due April 15, 2009 of the Company and
$500 principal amount of 11 1/4% Senior Secured Notes due April 15, 2009 of
Sport Maska Inc., our wholly-owned subsidiary. The Notes are fully and
unconditionally guaranteed by all of our restricted subsidiaries, excluding the
Finnish subsidiaries. The stock of the first-tier Finnish subsidiary was
pledged. Among the financial covenants in the indenture, our ability to borrow
under the revolving credit facilities is restricted to a maximum of $35 million
and the payments of dividends or repurchases of stock are limited.
The proceeds of $123.5 million from the sale of the Units were used by us
(i) to repay all outstanding secured loans under the Amended and Restated Credit
Agreement with Caisse, dated March 14, 2001, (ii) to pay down secured
indebtedness under the U.S. and Canadian Credit Agreements with GECC, (iii) to
pay fees and expenses for the offering and (iv) for general corporate purposes.
The Amended and Restated Credit Agreement with Caisse and any documents related
thereto have been terminated and are of no further force and effect. The terms
of the GECC Credit Agreements were amended by each of the Fourth Amendment to
Canadian Credit Agreement, among the respective parties thereto, and the Third
Amendment to U.S. Credit Agreement, among the respective parties thereto.
Effective March 18, 1999, Jofa AB, a Swedish subsidiary of the Company,
entered into a credit agreement with Nordea Bank in Sweden. The maximum amount
of loans and letters of credit that may be outstanding under the agreement is
SEK 90 million ($9.8 million)(SEK 80 million in 2001 ($7.7 million)). The
facility is collateralized by the assets of Jofa AB, excluding intellectual
property, bears interest at a rate of STIBOR (4.5% at June 30, 2002) plus 0.90%,
matures on December 31, 2002 and is renewable annually. Total borrowings as at
December 31, 2001 and June 30, 2002 were nil and SEK
20
THE HOCKEY COMPANY
PART II
OTHER INFORMATION
50,901 million ($5.5 million), respectively. Management believes that the credit
agreement can be renewed or refinanced upon maturity. If this agreement cannot
be renew or financed with Nordea Bank, the Company will seek alternate sources
of financing to replace this agreement. In addition, in May 2000, Jofa AB
entered into a separate credit agreement with Nordea Bank to borrow SEK
10 million, or approximately $1.0 million. The loan has a term of four years
with annual principal repayments of SEK 2.5 million, or approximately
$0.3 million. The loan is secured by a chattel mortgage on the assets of
Jofa AB and bears an interest rate of STIBOR plus 1.25%.
Effective July 10, 2001, KHF Finland Oy, our Finnish subsidiary, entered
into a credit agreement with Nordea Bank in Finland, replacing the former credit
facility for FIM 30 million ($4.6 million) which was terminated in 2001. The
maximum amount of loans and letters of credit that may be outstanding under the
agreement is EUR 2.4 million ($2.4 million). The facility is renewable annually
and is collateralized by the assets of KHF Finland Oy and bears interest at a
rate of EURIBOR (3.4% at June 30, 2002) plus 0.9%. Total borrowings as at
December 31, 2001 and June 30, 2002 were nil.
During the six months ended June 30, 2002, our operations used
$14.0 million of cash compared to using $29.5 million in the first half
of 2001. We had a net loss of $2.7 million in the first six months of 2002
compared to a net loss of $11.4 million in 2001. EBITDA was $10.2 million for
the six months ended June 30, 2002 compared to $2.9 million for the first half
of 2001. Inventory increased by $21.6 million from December 31, 2001 to June 30,
2002, the build-up is in line with the seasonal nature of our business and due
to the earlier arrival of our apparel inventories to be able to provide timelier
service to our customers in the peak shipping months ahead. Accordingly,
accounts receivable were up $4.9 million due to higher sales in the first half
of the year. Accounts payable and accrued liabilities are higher due to the
accrual of the interest expense related to the bond issue and extended terms
from our overseas suppliers on the purchase of the inventory.
Cash used in investing activities during the period ended June 30, 2002,
was $0.4 million compared to $0.2 million provided in 2001. The variance is
caused by $0.3 million from the proceeds of the sales of equipment in 2001.
Cash provided by financing activities during the six months ended June 30,
2002, was $14.1 million compared to having provided $28.0 million in 2001. The
variance is due to the issuance of the notes of approximately $117.3 million
(net of deferred financing costs of $6.5 million), the resulting repayment of
the Caisse debt of $86.4 million as well as the pay-down of the entire GECC
balances outstanding at that time of approximately $17.2 million.
We follow the customary practice in the sporting goods industry of offering
extended payment terms to creditworthy customers on qualified orders. Our
working capital requirements generally peak in the second and third quarters as
we build inventory and make shipments under these extended payment terms.
Certain of our subsidiaries lease office and warehouse space and equipment
under operating lease agreements. Certain of our subsidiaries have also entered
into agreements that call for royalty payments generally based on net sales of
certain products and product lines. Certain agreements require guaranteed
minimum payments over the royalty term. We also pay certain professional players
and teams an endorsement fee in exchange for promotion of our brands.
Furthermore, we have repayment obligations on our long-term debt. The following
is a schedule of future minimum payments and annual obligations under these
commitments, as well as repayment of the Notes in 2009:
2002 $ 16,161
2003 14,787
2004 14,188
2005 6,422
2006 to 2008 1,332
2009 125,000
----------
==========
$ 177,890
==========
21
THE HOCKEY COMPANY
PART II
OTHER INFORMATION
RESTRUCTURING RESERVES
In 2001, we embarked on a plan to rationalize our operations and
consolidate our facilities. This rationalization involved the elimination of
certain redundancies, both in terms of personnel and operations as well as the
consolidation of facilities including the closure of its Mount Forest, Ontario
plant, and our Paris, France sales office, and the consolidation of North
American distribution into Canada. Accordingly, we set up reserves of
approximately $5.7 million for the expected cost of the restructuring. Of this
amount, approximately $4.3 million was to cover the cost of severance packages
to affected employees, with the remainder representing other closure costs. Of
these amounts, approximately $0.6 million remained unpaid as at June 30, 2002.
NEW ACCOUNTING PRONOUNCEMENTS
In June 2001, the Financial Accounting Standards Board ("FASB") issued
Statements of Financial Accounting Standards ("SFAS") No. 141, BUSINESS
COMBINATIONS, and No. 142, GOODWILL AND OTHER INTANGIBLE ASSETS. Under the new
rules, goodwill and intangible assets with indefinite lives will no longer be
amortized but will be subject to annual impairment tests using a two-step
process. The first step is to screen for potential impairment, while the second
step measures the amount of impairment, if any. Other intangible assets will
continue to be amortized over their estimated useful lives.
In accordance with the transition provisions of the SFAS No. 142, we have
completed the first step of the transitional goodwill impairment test for all of
our reporting units of the Company. The results of that test have indicated
that no impairment in the value of goodwill and excess re-organizational
intangible exists.
In August 2001, FASB issued SFAS No. 144, IMPAIRMENT OR DISPOSAL OF
LONG-LIVED ASSETS. Under the new rules, assets held for sale would be recorded
at the lower of the assets' carrying amounts and fair values and would cease to
be depreciated. We adopted the Statement as of January 1, 2002 and no
significant transition adjustment resulted from its adoption.
On April 30, 2002, FASB Issued SFAS No. 145, RESCISSION OF FASB STATEMENTS
NO. 4, 44, AND 64, AMENDMENT OF FASB STATEMENT NO. 13, AND TECHNICAL
CORRECTIONS. SFAS No. 145 rescinds Statement 4, which required all gains and
losses from extinguishment of debt to be classified as an extraordinary item,
net of related income tax effect, if material in the aggregate. Due to the
rescission of SFAS No. 4, the criteria in Opinion 30 will now be used to
classify those gains and losses.
The provisions of SFAS No. 145 related to the rescission of SFAS No. 4 are
effective for fiscal years beginning after May 15, 2002. Any gain or loss on
extinguishment of debt that was classified as an extraordinary item in prior
periods presented that does not meet the criteria for classification as an
extraordinary item will be reclassified. The provisions of SFAS No. 145 related
to SFAS No. 13 are effective for transactions occurring after May 15, 2002. All
other provisions of this Statement shall be effective for financial statements
issued on or after May 15, 2002. We will adopt this Statement on January 1, 2003
upon which the extraordinary item - loss on early extinguishment of debt, net of
income taxes will be reclassified.
In July 2002, FASB issued SFAS no. 146, ACCOUNTING FOR COSTS ASSOCIATED
WITH EXIT OR DISPOSAL ACTIVITIES, which addresses financial accounting and
reporting for costs associated with exit or disposal activities and nullifies
EITF Issue No. 94-3 "LIABILITY RECOGNITION FOR CERTAIN EMPLOYEE TERMINATION
BENEFITS AND OTHER COSTS TO EXIT AN ACTIVITY (INCLUDING CERTAIN COSTS INCURRED
IN A RESTRUCTURING)". SFAS 146 requires that a liability for a cost associated
with an exit or disposal activity be recognized at the time when the liability
is incurred. SFAS 146 eliminates the definition and requirement for recognition
of exit costs at the data of an entity's commitment to an exit plan in Issue
94-3. SFAS 146 will be effective for exit and disposal activities initiated
after December 31, 2002 and had no impact on our financial statements, but will
impact the accounting treatment of future exit and disposal activities should
they occur.
22
THE HOCKEY COMPANY
PART II
OTHER INFORMATION
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We, in the normal course of doing business, are exposed to market risk from
changes in foreign currency exchange rates and interest rates. Our principal
currency exposures relate to the Canadian dollar and to certain European
currencies. Management's objective, regarding foreign currency risk, is to
protect cash flows resulting from sales, purchases and other costs from the
adverse impact of exchange rate movements.
Our European and Canadian subsidiaries each have operating credit
facilities denominated in their respective local currencies; these debt
facilities are hedged by the operating revenues generated in the local
currencies of the subsidiaries. Our long-term debt is denominated in U.S.
dollars but 50% is held by the Canadian operating company and we are exposed to
the fluctuations in United States dollars. As we hold either long-term or
operating debt facilities denominated in the currencies of our European
subsidiaries, our equity investments in those entities are hedged against
foreign currency fluctuations. We do not engage in speculative derivative
activities.
We are exposed to changes in interest rates primarily as a result of our
operating credit facilities used to maintain liquidity and fund capital
expenditures. Management's objective, regarding interest rate risk, is to limit
the impact of interest rate changes on earnings and cash flows and to reduce
overall borrowing costs. To achieve these objectives, we maintain the ability to
borrow funds in different markets, thereby mitigating the effect of large
changes in any one market. Our operating lines have variable interest rates and
thus a 1% variation in the interest rate will cause approximately $0.4 million
increase or decrease in interest expense if we were to borrow at the peak for
the entire year.
We are also exposed to foreign exchange fluctuations due to our significant
sales and costs in Canada, Sweden and Finland. If the average exchange rate of
the Canadian Dollar, Swedish Krona and Finnish Markka were to vary by 1% versus
the U.S. Dollar, the effect on sales for the first six months of 2002 would have
been $0.2 million, $0.1 million and $0.1 million, respectively. We also have
operating expenses in each of these currencies which would mitigate the impact
of such foreign exchange variation on cash flows from operations. Further, a 1%
variation in Canadian Dollar versus the U.S, Dollar would have an effect of less
than $0.1 million on interest expense for the entire year given that 50% of the
debt is held by the Canadian operating company.
23
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 AND USE OF PROCEEDS.
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
99.1 Certification Pursuant to 18 U.S.C 1350, as Adopted Pursuant
to Section 106 of the Sarbanes-Oxley Act of 2002.
(filed herewith)
(b) Reports on Form 8-K.
On April 11, 2002, the Company issued a report on Form 8K regarding
the issuance of $125 million of Senior Secured Note Units.
24
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/ Robert A. Desrosiers
------------------------------------------------------
Name: Robert A. Desrosiers
Title: Chief Financial Officer and Vice President,
Finance and Administration
Date: August 14, 2002