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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 September 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
(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.)
3500, Boul. de Maisonneuve, Suite 800, Montreal, Quebec, Canada H3Z 3C1
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (514) 932-1118
----------------------------
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 November 14, 2002
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Common Stock, 7,040,523
$.01 par value
1
THE HOCKEY COMPANY
FORM 10-Q
INDEX
Page No.
----------
Part I Financial Information
- --------------------------------
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets at September 30, 2002 and
December 31, 2001 1
Consolidated Statements of Operations for the Three and
Nine Months ended September 30, 2002 and for the
Three and Nine Months ended September 30, 2001 2
Consolidated Statements of Comprehensive Income (Loss)
for the Three and Nine Months ended September 30, 2002
and for the Three and Nine Months ended
September 30, 2001 3
Consolidated Statements of Cash Flows for the Nine Months
Ended September 30, 2002 and for the Nine Months
ended September 30, 2001 4
Notes to Consolidated Financial Statements 5
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 19
Item 3. Quantitative and Qualitative Disclosure about Market Risk 24
Item 4. Controls and Procedures 24
Part II Other Information
- ----------------------------
Item 1. Legal Proceedings 26
Item 2. Changes in Securities and Use of Proceeds 26
Item 3. Defaults Upon Senior Securities 26
Item 4. Submission of Matters to a Vote of Security Holders 26
Item 5. Other Information 26
Item 6. Exhibits and Reports on Form 8-K 26
THE HOCKEY COMPANY
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(In thousands, except share data)
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
- ------------------------------------------------------------------------------------------------------------------------------
Note 1(B) Unaudited
- ------------------------------------------------------------------------------------------------------------------------------
Dec. 31, 2001 Sept. 30, 2002
- ------------------------------------------------------------------------------------------------------------------------------
ASSETS
Current assets
Cash and cash equivalents $ 6,503 $ 7,367
Accounts receivable, net 50,551 82,252
Inventories (Note 2) 42,865 52,233
Prepaid expenses 4,891 3,283
Income taxes and other receivables 1,718 1,112
- ------------------------------------------------------------------------------------------------------------------------------
Total current assets 106,528 146,247
Property, plant and equipment, net of accumulated depreciation
($15,556 and $19,140, respectively) 16,834 15,427
Goodwill and excess re-organization intangible (Note 3) 69,250 66,565
Other assets 6,811 8,982
- ------------------------------------------------------------------------------------------------------------------------------
Total assets $199,423 $237,221
==============================================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Short-term borrowings (Note 4) $ 27,792 $ 16,613
Accounts payable 7,301 8,245
Accrued liabilities 13,569 22,316
Income taxes payable 3,470 3,133
Current portion of long term debt (Note 4) 243 269
- ------------------------------------------------------------------------------------------------------------------------------
Total current liabilities 52,375 50,576
Long-term debt (Note 4) 86,350 123,883
Accrued dividends payable (Note 5) 5,779 7,561
Deferred income taxes and other long-term liabilities 1,128 347
- ------------------------------------------------------------------------------------------------------------------------------
Total liabilities $145,632 $182,367
- ------------------------------------------------------------------------------------------------------------------------------
Contingencies (Note 7)
13% Pay-In-Kind preferred stock (Note 5) 11,571 11,688
- ------------------------------------------------------------------------------------------------------------------------------
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 September 30, 2002 65 70
Common stock purchase warrants, 699,101 issued and outstanding at
December 31, 2001 and 159,127 issued and outstanding at September 30,
2002 (Note 5) 5,115 1,665
Additional paid-in capital 66,515 69,965
Deficit (22,090) (23,308)
Accumulated other comprehensive loss (7,385) (5,226)
- ------------------------------------------------------------------------------------------------------------------------------
Total stockholders' equity 42,220 43,166
- ------------------------------------------------------------------------------------------------------------------------------
Total liabilities and stockholders' equity $199,423 $237,221
==============================================================================================================================
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 Nine For the Three For the Nine
Months ended Months ended Months ended Months ended
Sept. 30, 2001 Sept. 30, 2001 Sept. 30, 2002 Sept. 30, 2002
- ---------------------------------------------------------------------------------------------------------------------------------
Net sales $65,899 $142,986 $72,696 $151,424
Cost of goods sold before restructuring charges 38,479 83,931 40,888 84,634
Restructuring and unusual charges (Note 9) 286 1,187 - -
- ---------------------------------------------------------------------------------------------------------------------------------
Gross profit 27,134 57,868 31,808 66,790
Selling, general and administrative expenses 15,446 44,294 16,985 46,295
Restructuring and unusual charges (Note 9) 810 2,815 - -
Amortization of excess reorganization value and goodwill 1,098 3,303 - -
- ---------------------------------------------------------------------------------------------------------------------------------
Operating income 9,780 7,456 14,823 20,495
Other expense, net 889 2,304 582 1,353
Interest expense 3,622 10,335 4,042 10,283
Foreign exchange loss (gain) (4) (315) 2,443 171
- ---------------------------------------------------------------------------------------------------------------------------------
Income (loss) before income taxes and extraordinary item 5,273 (4,868) 7,756 8,688
Income taxes (Note 3) 1,378 1,604 4,374 4,742
- ---------------------------------------------------------------------------------------------------------------------------------
Income (loss) before extraordinary item 3,895 (6,472) 3,382 3,946
Extraordinary item - Loss on early extinguishment of debt,
net of income taxes - 1,091 - 3,265
- ---------------------------------------------------------------------------------------------------------------------------------
Net income (loss) 3,895 (7,563) 3,382 681
Preferred stock dividends 526 1,577 594 1,782
Accretion of 13% Pay-In-Kind preferred stock 59 178 29 117
- ---------------------------------------------------------------------------------------------------------------------------------
Net income (loss) attributable to common shareholders $ 3,310 $ (9,318) $ 2,759 $ (1,218)
=================================================================================================================================
Basic and diluted income (loss) before extraordinary item
per share (Note 6) $ 0.46 $ (1.17) $ 0.38 $ 0.28
Basic and diluted loss - extraordinary item - (0.15) - (0.45)
Basic and diluted income (loss) per share (Note 6) 0.46 (1.32) 0.38 (0.17)
Adjusted income (loss) before extraordinary item and
amortization of excess reorganization value and goodwill 4,993 (3,169) 3,382 3,946
Adjusted income (loss) before amortization of excess
reorganization value and goodwill 4,993 (4,260) 3,382 681
Adjusted income (loss) per share before extraordinary item
and amortization of excess reorganization value and goodwill 0.69 (0.45) 0.38 0.28
Adjusted income (loss) per share before amortization of
excess reorganization value and goodwill 0.69 (0.60) 0.38 (0.17)
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 Nine For the Three For the Nine
Months ended Months ended Months ended Months ended
Sept. 30, 2001 Sept. 30, 2001 Sept. 30, 2002 Sept. 30, 2002
--------------------------------------------------------------------------
Net income (loss) $3,895 $(7,563) $ 3,382 $ 681
Foreign currency translation adjustments 1,421 (368) (1,241) 2,159
--------------------------------------------------------------------------
Net comprehensive income (loss) $5,316 $(7,931) $ 2,141 $2,840
==========================================================================
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)
- --------------------------------------------------------------------------------------------------------------------------------
For the Nine For the Nine
Months ended Months ended
Sept. 30, 2001 Sept. 30, 2002
- --------------------------------------------------------------------------------------------------------------------------------
OPERATING ACTIVITIES:
Income (loss) before extraordinary items $ (6,472) $ 3,946
Adjustments to reconcile net income (loss) before extraordinary item to
net cash used in operating activities:
Restructuring and unusual charges 4,002 -
Depreciation and amortization 8,699 4,057
Deferred income taxes 167 2,477
Gain on sales of fixed assets (8) -
Loss (gain) on foreign exchange (298) 466
Other 145 -
Change in operating assets and liabilities:
Accounts receivable (30,073) (30,630)
Inventories (7,280) (8,365)
Prepaid expenses 2,891 2,420
Accounts payable and accrued liabilities (4,986) 8,411
Income taxes payable (36) 200
- --------------------------------------------------------------------------------------------------------------------------------
Net cash used in operating activities (33,249) (17,018)
================================================================================================================================
INVESTING ACTIVITIES:
Purchases of property, plant and equipment (984) (1,121)
Proceeds from sales of property, plant and equipment 342 -
- --------------------------------------------------------------------------------------------------------------------------------
Net cash used in investing activities (642) (1,121)
================================================================================================================================
FINANCING ACTIVITIES:
Net change in short-term borrowings 36,561 (11,490)
Proceeds from long-term debt 420 123,866
Principal payments on debt (184) (86,515)
Issuance of warrants 3,450 5
Deferred financing costs (5,550) (7,380)
- --------------------------------------------------------------------------------------------------------------------------------
Net cash provided by financing activities 34,697 18,486
================================================================================================================================
Effects of foreign exchange rate changes on cash (76) 517
- --------------------------------------------------------------------------------------------------------------------------------
Increase in cash 730 864
Cash and cash equivalents at beginning of period 2,423 6,503
- --------------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period $ 3,153 $ 7,367
================================================================================================================================
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 10-Q 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
the 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 the
business requires that in anticipation of the peak selling season for its
products, the Company makes 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.
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
5
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
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, and the related 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 No.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 No.146 eliminates the definition and requirement for
recognition of exit costs at the date of an entity's commitment to an exit plan
in Issue 94-3. The Company will adopt SFAS No.146 for exit and disposal
activities initiated after December 31, 2002.
D. DERIVATIVE INVESTMENTS
On July, 2002, the Company entered into two zero-cost foreign exchange
collars for the sale of a total of $9 million in exchange for Canadian
dollars. The Company has not designated the collars as a part of a hedging
relationship and, accordingly, the charge in their fair value is charged to
income at period end. During the three and nine month periods ended
September 30, 2002, the change in fair value of the collars was not
significant. No such derivative contracts were in place during the three and
nine month periods ended September 30, 2001.
2. INVENTORIES
Net inventories consist of:
December 31, 2001 September 30, 2002
- ---------------------------------------------------------------------------------------------------------------
Finished products $ 31,892 $ 39,503
Work in process 2,665 2,777
Raw materials and supplies 8,308 9,953
------------------------------------------------
$ 42,865 $ 52,233
- ---------------------------------------------------------------================================================
3. GOODWILL AND EXCESS RE-ORGANIZATION INTANGIBLE
Goodwill and excess re-organization intangible consist of:
December 31, 2001 September 30, 2002
- ---------------------------------------------------------------------------------------------------------------
Goodwill $ 42,883 $ 43,311
Excess re-organization intangible 26,367 23,254
- ---------------------------------------------------------------================================================
$ 69,250 $ 66,565
- ---------------------------------------------------------------================================================
Fresh-start reporting requires the Company to report a provision in lieu of
income taxes when there is a book taxable income and utilization of a
pre-organization net operating loss carry-forward. This requirement applies
despite the fact that the Company's pre-reorganization net operating loss
carry-forward and other deferred tax assets would eliminate the related federal
income tax payable. The current and future year tax benefit related to the
carry-forward is recorded as a reduction of reorganizational value in excess of
amounts allocable to identifiable assets until exhausted and then as a direct
increase to paid in capital. The amount of income tax provision which has been
used to reduce the reorganizational value in excess of amounts allocable to
identifiable assets in the amount of $3,122 has been reflected as a provision in
lieu of income taxes in the Company's Consolidated Statements of Operations.
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 Units (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 Notes (Note 4b), the
Company's indebtedness cannot exceed $35,000 and must be repaid in its
entirety at least once each fiscal year. Borrowings in excess of $35,000 are
subject to certain financial covenants under the Notes. Each of the Credit
Agreements is subject to a minimum borrowing availability of $1,750 in
certain months. Total borrowings outstanding under the Credit Agreements at
December 31, 2001 and September 30, 2002 were $27,792 and $11,463,
respectively (excluding outstanding letters of credit of $5,732 at December
31, 2001 and $6,025 at September 30, 2002). The Credit Agreements matured on
October 17, 2002 and were renewed for a further three year term on terms
substantially the same as the prior agreements and remains subject to the
conditions under the Units, including full repayment at least once each
fiscal year. The maximum amount of loans and letters of credit that may be
outstanding under the renewed agreements are $35,000 and $7,000, respectively.
As at September 30, 2002 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%, 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 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 agreements restrict, 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 ($9,700)(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 September 30, 2002) plus 0.90%, matures
December 31, 2002 and is renewable annually. Total borrowings as at December 31,
2001 and September 30, 2002 were nil and SEK 25,610 ($2,753), respectively.
Management believes that the credit agreement can be renewed or refinanced upon
maturity. If this agreement cannot be renewed or refinanced 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 ($2,300). The facility is collateralized by the
assets of KHF and bears interest at a rate of EURIBOR (3.4% at September 30,
2002) plus 0.9% and is renewable annually. Total borrowings as at December 31,
2001 and September 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 "Units") 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. An
offer to exchange all of the outstanding Units for 11 1/4% Senior Secured Note
Units due 2009 (the "Exchange Units"), which have been registered with the
United States Securities and Exchange Commission ("SEC") under the Securities
Act of 1933, as amended, pursuant to a registration statement on Form S-4 filed
with the SEC on August 13, 2002, was completed on September 20, 2002. The terms
of the Exchange Units (and the underlying Exchange Notes) and those of the
outstanding Units (and underlying Notes) are identical, except that the transfer
restrictions and registration rights relating to the Units do not apply to the
Exchange Units; therefore, for purposes of this report on Form 10-Q, any
reference to "Unit" refers to both Units and Exchange Units and any reference to
"Note" refers to both Notes and Exchange Notes. In connection with the issuance
of the Units, the Amended and Restated Credit Agreement with Caisse and any
documents related thereto have been terminated and are of no further force and
effect.
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 assets
of 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 aggregate principal amount of the Notes
may be redeemed with the net proceeds of certain public equity offerings 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 and
8
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
Sport Maska Inc. will be required to jointly 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,
(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. Among other financial covenants, the indenture
governing the Notes restricts the Company's ability 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 ($1,100). The loan is
for four years with annual principal repayments of SEK 2,500 ($269). 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 $0.01 per share, of the Company, at
an exercise price of $0.01 per share. Concurrent with the repayment of the
Caisse loan (see 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. At September 30, 2002
unpaid dividends of $7,561 (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
Income (losses) per share for the three and nine month periods are as
follows:
- -----------------------------------------------------------------------------------------------------------------------------------
For the Three Months For the Nine Months For the Three Months For the Nine Months
ended September 30, ended September 30, ended September 30, ended September 30,
2001 2001 2002 2002
- -----------------------------------------------------------------------------------------------------------------------------------
Basic Diluted Basic Diluted Basic Diluted Basic Diluted
- -----------------------------------------------------------------------------------------------------------------------------------
Net income (loss) before extraordinary item
attributable to common stockholders $3,310 $3,310 $(8,227) $(8,227) $2,759 $2,759 $ 2,047 $ 2,047
Net income (loss) attributable to
common stockholders $3,310 $3,310 $(9,318) $(9,318) $2,759 $2,759 $(1,218) $(1,218)
- -----------------------------------------------------------------------------------------------------------------------------------
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 6,860,532 6,860,532
- -----------------------------------------------------------------------------------------------------------------------------------
Common equivalent shares (a) 698,114 698,114 548,333 548,333 158,891 158,891 338,616 338,616
- -----------------------------------------------------------------------------------------------------------------------------------
Total weighted average common and
common equivalent shares outstanding 7,198,663 7,198,663 7,048,882 7,048,882 7,199,414 7,199,414 7,199,148 7,199,148
- -----------------------------------------------------------------------------------------------------------------------------------
Net income (loss) before extraordinary
item per common share (b) $0.46 $0.46 $(1.17) $(1.17) $0.38 $0.38 $ 0.28 $ 0.28
- -----------------------------------------------------------------------------------------------------------------------------------
Net income (loss) per common share (b) $0.46 $0.46 $(1.32) $(1.32) $0.38 $0.38 $(0.17) $(0.17)
- -----------------------------------------------------------------------------------------------------------------------------------
(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
The Company is currently undergoing an audit by the Canada Customs and
Revenue Agency for its 1996-2000 taxation years. It is not possible at this
time to determine the amount of the liability that may arise as a result of
this audit.
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.
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.
10
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
INFORMATION ABOUT SEGMENT PROFIT OR LOSS AND SEGMENT ASSETS
2001 Equipment Apparel Segment Total
----------------------------------------------------------------------------------------------
For the Three For the Nine For the Three For the Nine For the Three For the Nine
Months ended Months ended Months ended Months ended Months ended Months ended
Sept. 30 Sept. 30 Sept. 30 Sept. 30 Sept. 30 Sept. 30
----------------------------------------------------------------------------------------------
Net sales $ 49,635 $ 105,326 $ 16,264 $ 37,660 $ 65,899 $ 142,986
Gross profit before restructuring 20,075 43,219 7,345 15,836 27,420 59,055
Inventories 27,316 27,316 18,248 18,248 45,564 45,564
Goodwill and excess
re-organizational intangible 62,564 62,564 9,349 9,349 71,913 71,913
2002 Equipment Apparel Segment Total
----------------------------------------------------------------------------------------------
For the Three For the Nine For the Three For the Nine For the Three For the Nine
Months ended Months ended Months ended Months ended Months ended Months ended
Sept. 30 Sept. 30 Sept. 30 Sept. 30 Sept. 30 Sept. 30
----------------------------------------------------------------------------------------------
Net sales $ 49,166 $ 105,439 $ 23,530 $ 45,985 $ 72,696 $ 151,424
Gross profit before restructuring 19,882 44,183 11,926 22,607 31,808 66,790
Inventories 31,190 31,190 21,043 21,043 52,233 52,233
Goodwill and excess
re-organizational intangible 58,891 58,891 7,674 7,674 66,565 66,565
11
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
RECONCILIATION OF SEGMENT PROFIT OR LOSS
For the Three For the Nine For the Three For the Nine
Months ended Months ended Months ended Months ended
Sept. 30, 2001 Sept. 30, 2001 Sept. 30, 2002 Sept. 30, 2002
-----------------------------------------------------------
Segment gross profit before restructuring $27,420 $59,055 $31,808 $66,790
Restructuring and unusual charges 286 1,187 - -
-----------------------------------------------------------
Gross Profit 27,134 57,868 31,808 66,790
Unallocated amounts:
Selling, general and administrative expenses 15,446 44,294 16,985 46,295
Restructuring and unusual charges 810 2,815 - -
Amortization of excess re-organization value and goodwill 1,098 3,303 - -
Other expense, net 889 2,304 582 1,353
Interest expense 3,622 10,335 4,042 10,283
Foreign exchange loss (gain) (4) (315) 2,443 171
-----------------------------------------------------------
Income (loss) before income taxes and extraordinary item $ 5,273 $(4,868) $ 7,756 $ 8,688
===========================================================
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 $366 remained unpaid at September 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 and Sport Maska Inc.'s
wholly owned subsidiaries (the Other Guarantors), excluding the Finnish
subsidiaries and a pledge of the stock of the first-tier Finnish subsidiary.
Such guarantees are full, unconditional and joint and several. The security
interest in the assets of the Company's Swedish subsidiaries (other than
intellectual property) is limited to $15,000. 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 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 September 30, 2002 The Hockey Sport Maska Inc. Guarantors Other/ TOTAL
Company Eliminations
--------------------------------------------------------------------------------------------
ASSETS
Current assets
Cash and cash equivalents $ - $ - $ 95 $ 7,272 $ 7,367
Accounts receivable, net - 31,380 47,183 3,689 82,252
Inventories - 39,078 13,491 (336) 52,233
Prepaid expenses 806 1,536 812 129 3,283
Income taxes and other receivables 420 581 111 0 1,112
Intercompany accounts 79,696 31,833 22,161 (133,690) -
--------------------------------------------------------------------------------------------
Total current assets 80,922 104,408 83,853 (122,936) 146,247
Property, plant and equipment, net
of accumulated depreciation - 11,398 2,032 1,997 15,427
Intangible and other assets 2,140 27,414 45,042 951 75,547
Investments in subsidiaries 41,343 - 45,923 (87,266) -
Intercompany accounts 11,092 - 25,000 (36,092) -
--------------------------------------------------------------------------------------------
Total assets $ 135,497 $ 143,220 $ 201,850 $ (243,346) $ 237,221
============================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Short-term borrowings $ - $ 8,203 $ 8,410 $ - $ 16,613
Accounts payable and accrued
liabilities 4,042 15,882 9,574 1,063 30,561
Income taxes payable - 1,777 1,055 301 3,133
Current portion of long term debt - - 269 - 269
Intercompany accounts 1,565 25,712 82,780 (110,057) 0
--------------------------------------------------------------------------------------------
Total current liabilities 5,607 51,574 102,088 (108,693) 50,576
Long-term debt 36,807 61,807 25,269 - 123,883
Deferred income taxes and other
long-term liabilities 7,561 1,951 677 (2,281) 7,908
Intercompany accounts 25,000 - 43,930 (68,930) -
--------------------------------------------------------------------------------------------
Total liabilities 74,975 115,332 171,964 (179,904) 182,367
13% Pay-in-Kind preferred stock 11,688 - - - 11,688
--------------------------------------------------------------------------------------------
Stockholders' equity
Common stock, par value $0.01
per share 70 29,558 4,889 (34,447) 70
Common stock purchase warrants 1,665 - - - 1,665
Additional paid-in capital 69,965 - 19,344 (19,344) 69,965
Retained earnings (Deficit) (23,308) (976) 5,648 (4,672) (23,308)
Accumulated other comprehensive
income (loss) 442 (694) 5 (4,979) (5,226)
--------------------------------------------------------------------------------------------
Total stockholders' equity 48,834 27,888 29,886 (63,442) 43,166
--------------------------------------------------------------------------------------------
Total liabilities and
stockholders' equity $ 135,497 $ 143,220 $ 201,850 $(243,346) $ 237,221
============================================================================================
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
Current 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) 0
--------------------------------------------------------------------------------------------
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) 0
--------------------------------------------------------------------------------------------
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
Retained earnings (Deficit) (22,089) (668) 799 (132) (22,090)
Accumulated other comprehensive income (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)
Nine months ended The Hockey Sport Maska Inc. Guarantors Other/ TOTAL
September 30, 2002 Company Eliminations
--------------------------------------------------------------------------------------------
Net sales $ - $ 80,529 $ 92,869 $ (21,974) $ 151,424
Cost of goods sold - 54,013 57,923 (27,302) 84,634
--------------------------------------------------------------------------------------------
Gross profit - 26,516 34,946 5,328 66,790
Selling, general and
administrative expenses 29 19,446 24,564 2,256 46,295
--------------------------------------------------------------------------------------------
Operating income (loss) (29) 7,070 10,382 3,072 20,495
Other expense, net [1] (7,356) 480 (1,911) 10,140 1,353
Interest expense 2,662 5,060 2,551 10 10,283
Foreign exchange loss - 171 - - 171
--------------------------------------------------------------------------------------------
Income (loss) before income taxes
and extraordinary item 4,665 1,359 9,742 (7,078) 8,688
Income taxes - 181 3,769 792 4,742
--------------------------------------------------------------------------------------------
Income (loss) before extraordinary item 4,665 1,178 5,973 (7,870) 3,946
Extraordinary item - loss on early
extinguishment of debt, net of taxes 861 1,486 918 - 3,265
--------------------------------------------------------------------------------------------
Net income (loss) $ 3,804 $ (308) $ 5,055 $ (7,870) $ 681
============================================================================================
[1] Other expense, net for The Hockey Company and Other Guarantors includes
equity in net income of subsidiaries of $4,547 and $2,453 respectively.
Three months ended The Hockey Sport Maska Inc. Guarantors Other/ TOTAL
September 30, 2002 Company Eliminations
--------------------------------------------------------------------------------------------
Net sales $ - $ 38,423 $ 44,055 $ (9,782) $ 72,696
Cost of goods sold - 26,152 26,992 (12,256) 40,888
--------------------------------------------------------------------------------------------
Gross profit - 12,271 17,063 2,474 31,808
Selling, general and
administrative expenses 4 7,387 9,039 555 16,985
--------------------------------------------------------------------------------------------
Operating income (loss) (4) 4,884 8,024 1,919 14,823
Other expense, net [1] (7,573) 287 (1,079) 8,947 582
Interest expense 1,064 2,039 935 4 4,042
Foreign exchange loss - 2,443 - - 2,443
--------------------------------------------------------------------------------------------
Income (loss) before income taxes 6,505 115 8,168 (7,032) 7,756
Income taxes - 86 3,869 419 4,374
--------------------------------------------------------------------------------------------
Net income (loss) $ 6,505 $ 29 $ 4,299 $ (7,451) $ 3,382
============================================================================================
[1] Other expense, net for The Hockey Company and Other Guarantors includes
equity in net income of subsidiaries of $4,531 and $1,302 respectively.
15
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
Nine months ended The Hockey Sport Maska Guarantors Other/ TOTAL
September 30, 2001 Company Inc. Eliminations
---------------------------------------------------------------------------
Net sales $ - $ 91,408 $ 83,657 $ (32,079) $ 142,986
Cost of goods sold before restructuring charges - 66,601 54,482 (37,152) 83,931
Restructuring and unusual charges - 1,187 - - 1,187
---------------------------------------------------------------------------
Gross profit - 23,620 29,175 5,073 57,868
Selling, general and administrative expenses 50 19,103 23,176 1,965 44,294
Restructuring and unusual charges - 1,663 1,152 - 2,815
Amortization of excess reorganization
value and goodwill - 949 2,511 (157) 3,303
---------------------------------------------------------------------------
Operating income (loss) (50) 1,905 2,336 3,265 7,456
Other expense, net [1] 5,480 709 (841) (3,044) 2,304
Interest expense 2,164 4,840 3,322 9 10,335
Foreign exchange loss (gain) (419) 104 - - (315)
---------------------------------------------------------------------------
Income (loss) before income taxes and
extraordinary item (7,275) (3,748) (145) 6,300 (4,868)
Income taxes - 134 613 857 1,604
---------------------------------------------------------------------------
Net income (loss) before extraordinary item (7,275) (3,882) (758) 5,443 (6,472)
Extraordinary item - loss on early extinguishment of
debt, net of taxes 288 499 304 - 1,091
===========================================================================
Net income (loss) $ (7,563) $ (4,381) $ (1,062) $ 5,443 $ (7,563)
===========================================================================
[1] Other expense, net for The Hockey Company and Other Guarantors includes
equity in net income (loss) of subsidiaries of ($4,637) and
$1,622 respectively.
Three months ended The Hockey Sport Maska Guarantors Other/ TOTAL
September 30, 2001 Company Inc. Eliminations
---------------------------------------------------------------------------
Net sales $ - $ 38,041 $ 38,935 $(11,077) $65,899
Cost of goods sold before restructuring charges - 26,651 25,645 (13,817) 38,479
Restructuring and unusual charges - 286 - - 286
---------------------------------------------------------------------------
Gross profit - 11,104 13,290 2,740 27,134
Selling, general and administrative expenses 39 7,023 7,723 661 15,446
Restructuring and unusual charges - 269 541 - 810
Amortization of excess reorganization value
and goodwill - 314 836 (52) 1,098
---------------------------------------------------------------------------
Operating income (loss) (39) 3,498 4,190 2,131 9,780
Other expense, net [1] (4,226) 34 (546) 5,627 889
Interest expense 711 1,712 1,193 6 3,622
Foreign exchange loss (gain) (419) 415 - - (4)
---------------------------------------------------------------------------
Income (loss) before income taxes 3,895 1,337 3,543 (3,502) 5,273
Income taxes - 45 728 605 1,378
---------------------------------------------------------------------------
Net income (loss) $ 3,895 $ 1,292 $ 2,815 $ (4,107) $ 3,895
===========================================================================
[1] Other expense, net for The Hockey Company and Other Guarantors includes
equity in net income of subsidiaries of $5,554 and $1,156 respectively.
16
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
Nine months ended The Hockey Sport Maska Guarantors Other/ TOTAL
September 30, 2002 Company Inc. Eliminations
---------------------------------------------------------------------------
OPERATING ACTIVITIES:
NET CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES $ (12,931) $ (13,350) $ 6,621 $ 2,642 $ (17,018)
---------------------------------------------------------------------------
INVESTING ACTIVITIES:
Purchases of property, plant & equipment - (706) (148) (267) (1,121)
---------------------------------------------------------------------------
NET CASH USED FOR INVESTING ACTIVITIES - (706) (148) (267) (1,121)
---------------------------------------------------------------------------
FINANCING ACTIVITIES:
Net change in short-term borrowings - (4,401) (6,782) (307) (11,490)
Proceeds from long term debt 36,963 61,898 25,000 5 123,866
Principal payments on debt (21,853) (39,471) (25,191) - (86,515)
Issuance of warrants 5 - - - 5
Deferred financing costs (2,184) (3,668) (1,485) (43) (7,380)
---------------------------------------------------------------------------
NET CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES 12,931 14,358 (8,458) (345) 18,486
---------------------------------------------------------------------------
Effects of foreign exchange rate changes on cash - - 78 439 517
---------------------------------------------------------------------------
NET CHANGE IN CASH AND CASH EQUIVALENTS - 302 (1,907) 2,469 864
Cash & cash equivalents at beginning of period - (302) 2,002 4,803 6,503
---------------------------------------------------------------------------
Cash & cash equivalents at end of period $ - $ - $ 95 $ 7,272 $ 7,367
---------------------------------------------------------------------------
Nine months ended The Hockey Sport Maska Guarantors Other/ TOTAL
September 30, 2001 Company Inc. Eliminations
---------------------------------------------------------------------------
OPERATING ACTIVITIES:
NET CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES $ 3 $(16,111) $(16,605) $ (536) $ (33,249)
---------------------------------------------------------------------------
INVESTING ACTIVITIES:
Purchases of property, plant & equipment - (874) (60) (50) (984)
Proceeds from disposal of property, plant and equipment - 330 - 12 342
---------------------------------------------------------------------------
NET CASH USED FOR INVESTING ACTIVITIES - (544) (60) (38) (642)
---------------------------------------------------------------------------
FINANCING ACTIVITIES:
Net change in short-term borrowings - 18,335 18,226 - 36,561
Proceeds from long term debt 229 191 - - 420
Principal payments on debt - - (184) - (184)
Issuance of warrants 3,450 - - - 3,450
Deferred financing costs (3,682) (2,787) (1,546) 2,465 (5,550)
---------------------------------------------------------------------------
NET CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES (3) 15,739 16,496 2,465 34,697
---------------------------------------------------------------------------
Effects of foreign exchange rate changes on cash - (9) (80) 13 (76)
---------------------------------------------------------------------------
NET CHANGE IN CASH AND CASH EQUIVALENTS - (925) (249) 1,904 730
Cash & cash equivalents at beginning of period - 925 517 981 2,423
---------------------------------------------------------------------------
Cash & cash equivalents at end of period $ - $ - $ 268 $ 2,885 $ 3,153
---------------------------------------------------------------------------
17
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
11. SUBSEQUENT EVENT
In October 2002 the Company announced its decision to close three of its
North American manufacturing units effective December 2002 in order to reduce
excess capacity and achieve greater operating efficiencies. Approximately 160
employees are affected by this decision, of which approximately 50 are from the
apparel segment. Accordingly, the Company expects to incur a restructuring
charge of approximately $2,500 in the fourth quarter of the year, of which
approximately $1,500 is to cover the cost of severance packages to affected
employees, with the remainder representing other closure costs.
18
THE HOCKEY COMPANY
PART I
FINANCIAL 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 or 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 Nine For the Three For the Nine
Months ended Months ended Months ended Months ended
Sept. 30, 2001 Sept. 30, 2001 Sept. 30, 2002 Sept. 30, 2002
--------------------------------------------------------------------------------
Operating income $ 9,780 $ 7,456 $ 14,823 $ 20,495
Depreciation & amortization 2,128 6,601 946 2,801
Capital taxes 151 447 80 369
Other expenses, net (162) 268 (268) (705)
--------------------------------------------------------------------------------
EBITDA $ 11,897 $ 14,772 $ 15,581 $ 22,960
================================================================================
19
THE HOCKEY COMPANY
PART I
FINANCIAL INFORMATION
Under the terms of the indenture governing the Notes as defined below, for the
purposes of calculating the Consolidated Fixed Charge Coverage Ratio,
restructuring charges and other unusual or non-recurring items would be added
back to Consolidated EBITDA. Under the U.S. and Canadian Credit Agreements,
restructuring charges and other unusual or non-recurring items would be added
back to consolidated EBITDA.
RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002
2002 COMPARED TO 2001
Net sales increased 5.9% to $151.4 million in the nine months ended
September 30, 2002, as compared to $143.0 million in the nine months ended
September 30, 2001. For the three months ended September 30, 2002 net sales
increased $6.8 million to $72.7 million. The increases were attributable to
improved sales of apparel due in part to our strategy of increasing our on-hand
inventory levels which allowed us to ship orders for the start of the NHL
season.
Gross profit for the nine months ended September 30, 2002 was $66.8
million, compared to $57.9 million in 2001, an increase of 15.4%, attributable
to a strong product mix, as well as improved product costs resulting from the
restructuring and outsourcing initiatives. Measured as a percentage of net
sales, gross profit margins increased to 44.1% from 40.5% in the same period in
2001. Gross profit for the three months ended September 30, 2002 was $31.8
million, an increase of $4.7 million over the third quarter of 2001.
In the nine months ended September 30, 2002, selling, general and
administrative expenses decreased marginally as a percentage of sales to 30.6%
from 31% in 2001. In absolute dollar terms, there was a 4.5% increase to $46.3
million in the first nine months of 2002 from $44.3 million in the same period
of 2001. For the three months ended September 30, 2002, selling, general and
administrative expenses increased to $17.0 million from $15.4 million. The year
over year increase is mainly related to a contractual increase in NHL related
expenses.
EBITDA was $23 million for the nine months ended September 30, 2002,
compared to $14.8 million for the nine months ended September 30, 2001. The
three months ended September 30, 2002 EBITDA was $15.6 million compared to $11.9
million in the third quarter of 2001.
Interest expense of $10.3 million for the nine months ended September 30,
2002 was consistent versus the same nine months of 2001. For the three months
ended September 30, 2002, interest expense was $4.0 million compared to $3.6
million in the third quarter of 2001.
Included in foreign exchange loss (gain) is a foreign exchange gain of
$0.6 million for the 9 months ended September 30, 2002 which resulted from
the translation of our US dollar denominated long term debt, 50% of which is
held by our Canadian operating Company. The foreign exchange loss for the
three month period ended September 30, 2002 was $2.3 million. No such gain or
loss existed in the three and nine months ended September 30, 2001.
Our income before extraordinary items for the nine months ended September
30, 2002 was $3.9 million, compared to a loss before extraordinary items of $6.5
million for the nine months ended September 30, 2001. In the three months ended
September 30, 2002 we had income before extraordinary item of $3.4 million
compared to $3.9 million in the third quarter of 2001.
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 income for the nine months ended September 30, 2002, was
$0.7 million compared to a net loss of $7.6 million for the nine months ended
September 30, 2001. In the three months ended September 30, 2002 we had a net
income of $3.4 million compared to a net income in the third quarter of 2001 of
$3.9 million.
Our net loss attributable to common shareholders for the nine months
ended September 30, 2002 was $1.2 million compared to $9.3 million for the
same nine months in 2001. For the three months ended September 30, 2002, net
income attributable to common shareholders was $2.8 million compared to $3.3
million in the third quarter of 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.
20
THE HOCKEY COMPANY
PART I
FINANCIAL INFORMATION
LIQUIDITY AND CAPITAL RESOURCES
Our anticipated financing requirements for short-term working capital
requirements and 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. 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, our indebtedness cannot exceed $35 million and must be repaid in full at
least once a year. Total borrowings outstanding under the credit agreements were
$11.5 million as at September 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 was October 17, 2002, and they were renewed for a
further three year term on terms substantially the same as the prior
agreements.
As at September 30, 2002 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 charges coverage ratio. 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. 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 was terminated in connection with the issuance of the Units (as
described below).
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.
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
"Units"), 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. An offer to exchange all of the
outstanding Units for 11 1/4% Senior Secured Note Units due 2009 (the "Exchange
Units"), which have been registered with the United States Securities and
Exchange Commission ("SEC") under the Securities Act of 1933, as amended,
pursuant to a registration statement on Form S-4 filed with the SEC on
August 13, 2002, was completed on September 20, 2002. The terms of the Exchange
Units (and the underlying Exchange Notes) and those of the outstanding Units
(and underlying Notes) are identical, except that the transfer restrictions and
registration rights relating to the Units do not apply to the Exchange Units;
therefore, for purposes of this report on Form 10-Q, any reference to "Unit"
refers to both Units and Exchange Units and any reference to "Note" refers to
both Notes and Exchange Notes.
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 and the security interest in the assets of our
Swedish subsidiaries is limited to $15 million. Among the financial covenants in
the indenture, our ability to borrow under the
21
THE HOCKEY COMPANY
PART I
FINANCIAL INFORMATION
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. In
connection with the issuance of the Units, 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 and have been further
amended in connection with their renewal.
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 ($9.7 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 September 30, 2002) plus
0.90%, matures on December 31, 2002 and is renewable annually. Total borrowings
as at December 31, 2001 and September 30, 2002 were nil and SEK 25,610 million
(approximately $2.8 million), respectively. Management believes that the credit
agreement can be renewed or refinanced upon maturity. If this agreement cannot
be renewed 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 $1.1 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 (approximately $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 (approximately $2.3 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 September 30, 2002)
plus 0.9%. Total borrowings as at December 31, 2001 and September 30, 2002 were
nil.
During the nine months ended September 30, 2002, our operations used
$17.0 million of cash compared to $33.2 million in the first nine months of
2001. We had net income of $0.7 million in the first nine months of 2002
compared to a net loss of $7.6 million in 2001. EBITDA was $23.0 million for
the nine months ended September 30, 2002 compared to $14.8 million for the
nine months ended 2001. Inventory increased by $9.4 million from December 31,
2001 to September 30, 2002. The build-up is in line with the seasonal nature
of our business and is also due to the earlier arrival of our inventories,
allowing us to be able to provide timelier service to our customers in the
fourth quarter. Accounts receivable were up $31.7 million from December 31,
2001, consistent with the normal peak in the third quarter. Accounts payable
and accrued liabilities are higher due to the accrual of the interest expense
related to the issuance of the Units and extended terms from our overseas
suppliers on the purchase of inventory.
Cash used in investing activities during the period ended September 30,
2002, was $1.1 million compared to $0.6 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 nine months ended
September 30, 2002, was $18.5 million compared to $34.7 million in 2001. The
variance is mainly due to the issuance of the Units of approximately $123.9
million and the resulting repayment of the Caisse debt of $86.4 million, as
well as the pay-down of the entire GECC balances approximately $17.2 million
outstanding at that time.
During the quarter ended September 30, 2002 we had a foreign exchange
translation loss of $1.2 million which was as a result of the
weakening Canadian dollar against the US dollar. This loss offset the gain we
had in the first six months of 2002 resulting in a cumulative gain of
$2.1 million in the nine months ended September 30, 2002. During the quarter
ended September 30, 2001 we had a foreign exchange translation gain of
$1.4 million which was primarily a result of the strengthening Canadian dollar
against the US dollar. This gain offset the loss we had in the first six
months of 2001 resulting in a cumulative loss of $0.4 million in the nine
months ended September 30, 2001.
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:
22
THE HOCKEY COMPANY
PART I
FINANCIAL INFORMATION
2002 $ 16,161
2003 14,787
2004 14,188
2005 6,422
2006 to 2008 1,332
2009 125,000
----------
$177,890
==========
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 $0.4 million remained unpaid as at September 30,
2002. In October 2002 the Company announced its decision to close three of its
North American manufacturing units effective December 2002 in order to reduce
excess capacity and achieve greater operating efficiencies. Approximately 160
employees are affected by this decision, of which approximately 50 are from the
apparel segment. Accordingly, the Company expects to incur a restructuring
charge of approximately $2.5 million in the fourth quarter of the year, of which
approximately $1.5 million is to cover the cost of severance packages to
affected employees, with the remainder representing other closure costs.
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
23
THE HOCKEY COMPANY
PART I
FINANCIAL INFORMATION
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 No. 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 No. 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 No. 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.
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 Euro were to vary by 1% versus the U.S.
Dollar, the effect on sales for the first nine months of 2002 would have been
$0.5 million, $0.2 million and $0.2 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.
ITEM 4. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.
Our Chief Executive Officer and Chief Financial Officer have reviewed and
evaluated the effectiveness of our disclosure controls and procedures that we
have in place with respect to the accumulation and communication of information
to management and the recording, processing, summarizing and recording thereof
for the purpose of preparing and filing this quarterly report on Form 10-Q as of
a date within 90 days before the filing date of this quarterly report. Based on
that evaluation, the Chief Executive Officer and Chief Financial Officer have
concluded that our current disclosure controls and procedures are an effective
means for timely communication of material information relating to us required
to be disclosed in the reports we file or submit under the Securities Exchange
Act of 1934, as amended.
24
THE HOCKEY COMPANY
PART I
FINANCIAL INFORMATION
CHANGES IN INTERNAL CONTROLS.
There have been no significant changes in our internal controls or in other
factors that could significantly affect internal controls subsequent to the date
that they carried out their evaluation.
25
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 906 of the Sarbanes-Oxley Act of 2002
(filed herewith)
(b) Reports on Form 8-K.
None.
26
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: November 14, 2002
CERTIFICATIONS PURSUANT TO 18 U.S.C 1350, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
Each of Matthew H. O'Toole, Chief Executive Officer, and Robert A. Desrosiers,
Chief Financial Officer, of The Hockey Company, a Delaware corporation (the
"Company"), hereby certify that:
(1) He has reviewed this quarterly report;
(2) Based on his knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;
(3) Based on his knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Company as of, and for, the periods presented in this quarterly report;
(4) He and the other certifying officers are responsible for establishing
and maintaining disclosure controls and procedures for the Company and have:
(i) Designed such disclosure controls and procedures to ensure that
material information relating to the Company, including its
consolidated subsidiaries, is made known to them by others within
those entities, particularly during the period in which this
quarterly report was being prepared;
(ii) Evaluated the effectiveness of the Company's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this quarterly report (the "Evaluation Date"); and
(iii) Presented in this quarterly report their conclusions about the
effectiveness of the disclosure controls and procedures based on
their evaluation as of the Evaluation Date;
(5) He and the other certifying officers have disclosed, based on their
most recent evaluation, to the Company's auditors and the audit committee of the
board of directors (or persons fulfilling the equivalent function):
(i) All significant deficiencies in the design or operation of internal
controls which could adversely affect the Company's ability to
record, process, summarize, and report financial data and have
identified for the Company's auditors any material weaknesses in
internal controls; and
(ii) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the Company's
internal controls; and
(6) He and the other certifying officers have indicated in this quarterly
report whether or not there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of their most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
* * *
CHIEF EXECUTIVE OFFICER CHIEF FINANCIAL OFFICER
/s/ Matthew H. O'Toole /s/ Robert A. Desrosiers
---------------------- ------------------------
Matthew H. O'Toole Robert A. Desrosiers
Date: 14 November, 2002 Date: 14 November, 2002