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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
FORM 10-Q
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended JUNE 30, 2003
---------------------------------
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
------ ------
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Securities Exchange Act of 1934).
YES NO X
------ ------
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 AUG. 6, 2003
- --------------------------------------------------------------------------------
Voting Common Stock, 4,929,200
$.01 par value
Non-voting Exchangeable Common Stock, $.01 par value 7,040,523
PAGE NO.
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PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Unaudited Consolidated Balance Sheets at June 30, 2003 and December 31, 2002 1
Unaudited Consolidated Statements of Operations for the Three and Six Months ended June
30, 2003 and for the Three and Six Months ended June 30, 2002 2
Unaudited Consolidated Statements of Comprehensive Income for the
Three and Six Months ended June 30, 2003 and for the Three and Six
Months ended June 30, 2002 3
Unaudited Consolidated Statements of Cash Flows for the Six Months ended June 30, 2003
and for the Three and Six Months ended June 30, 2002 4
Notes to Unaudited Consolidated Financial Statements 5
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 19
Item 3. Quantitative and Qualitative Disclosures about Market Risk 25
Item 4. Controls and Procedures 25
PART II OTHER INFORMATION
Item 1. Legal Proceedings 27
Item 2. Changes in Securities 27
Item 3. Defaults Upon Senior Securities 27
Item 4. Submission of Matters to a Vote of Security Holders 27
Item 5. Other Information 27
Item 6. Exhibits and Reports on Form 8-K 27
THE HOCKEY COMPANY
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Note 1(C) Unaudited
Dec. 31, 2002 June 30, 2003
ASSETS
Current assets
Cash and cash equivalents $ 19,484 $ 8,631
Accounts receivable, net 56,986 65,182
Inventories (Note 2) 44,354 66,379
Prepaid expenses and other receivables 4,802 5,412
Deferred income taxes 8,080 7,667
----------------------------------------
Total current assets 133,706 153,271
Property, plant and equipment, net of accumulated depreciation
($20,241 and $25,072, respectively) 15,318 15,164
Goodwill and excess re-organization intangible (Note 3A) 65,348 69,333
Intangible - Prepaid NHL Royalty (Note 3B) - 30,913
Other assets 8,581 8,179
----------------------------------------
Total assets $ 222,953 $ 276,860
========================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Short-term borrowings $ - $ 7,119
Accounts payable 8,312 9,252
Accrued liabilities 14,442 19,700
Accrued restructuring expense (Note 9) 1,085 -
Income taxes payable 4,825 4,334
Current portion of long-term debt (Note 4) 288 -
----------------------------------------
Total current liabilities 28,952 40,405
Long-term debt (Note 1B) 123,866 123,832
Accrued dividends payable (Note 1B) 8,155 -
Loan payable to Parent Company - 10,000
Deferred income taxes and other long-term liabilities 2,056 2,896
----------------------------------------
Total liabilities 163,029 177,133
----------------------------------------
Contingencies (Note 7)
13% Pay-In-Kind preferred stock (Note 1B) 11,715 -
----------------------------------------
Stockholders' equity (Note 1B)
Common stock, voting, par value $0.01 per share, 12,000,000 shares
authorized, 7,040,523 and 4,500,000 shares issued and
outstanding at December 31, 2002 and June 30, 2003 respectively 70 45
Common Stock, non-voting, Exchangeable into Common Shares of The
Hockey Company Holdings Inc., 8,000,000 shares authorized, nil
and 7,040,523 shares issued and outstanding at December 31,
2002 and June 30, 2003 - 70
Warrants for Exchangeable Shares, nil and 159,127 issued and
outstanding at December 31, 2002 and June 30, 2003 - 1,665
Common stock purchase warrants, 159,127 issued and outstanding at
December 31, 2002 and nil at June 30, 2003 1,665 -
Special Dividend Preferred Stock, par value $0.01 per share,
one share authorized, nil and 1 share issued and
outstanding at December 31, 2002 and June 30, 2003 - -
Additional paid-in capital - Common stock 69,965 69,965
Additional paid-in capital - Exchangeable shares - 37,765
Deficit (20,303) (15,517)
Accumulated other comprehensive (loss) income (3,188) 5,734
----------------------------------------
Total stockholders' equity 48,209 99,727
----------------------------------------
Total liabilities and stockholders' equity $ 222,953 $ 276,860
========================================
The accompanying notes are an integral part of the unaudited
consolidated financial statements.
1
THE HOCKEY COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(In thousands, except share data)
------------------------------------------------------------------------
For the Three For the Six
Months ended Months ended
------------------------------------------------------------------------
June 30, 2002 June 30, 2003 June 30, 2002 June 30, 2003
------------------------------------------------------------------------
Net sales $ 44,567 $ 52,329 $ 78,728 $ 90,108
Cost of goods sold 24,334 27,907 43,571 48,978
------------------------------------------------------------------------
Gross profit 20,233 24,422 35,157 41,130
Selling, general and administrative expenses 14,872 17,247 29,485 32,979
------------------------------------------------------------------------
Operating income 5,361 7,175 5,672 8,151
Other income, net (71) (966) (71) (1,603)
Interest expense 3,863 4,188 7,081 8,180
Foreign exchange gain (2,251) (4,036) (2,270) (8,414)
Loss on early extinguishment of debt 3,265 - 3,265 -
------------------------------------------------------------------------
Income (loss) before income taxes 555 7,989 (2,333) 9,988
Income taxes 262 2,915 368 3,207
------------------------------------------------------------------------
Net Income (loss) 293 5,074 (2,701) 6,781
Preferred stock dividends (Note 1B) 594 539 1,188 1,211
Accretion of 13% Pay-In-Kind preferred stock (Note 1B) 29 755 88 784
------------------------------------------------------------------------
Net income (loss) attributable to common stockholders $ (330) $ 3,780 $ (3,977) $ 4,786
========================================================================
Basic earnings (loss) per share (Notes 5 & 6) (0.05) 0.46 (0.55) 0.62
Diluted earnings (loss) per share (Notes 5 & 6) (0.05) 0.45 (0.55) 0.61
The accompanying notes are an integral part of the unaudited
consolidated financial statements.
2
THE HOCKEY COMPANY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
(In thousands)
--------------------------------------------------------------------------------
For the Three For the Six
Months ended Months ended
--------------------------------------------------------------------------------
June 30, 2002 June 30, 2003 June 30, 2002 June 30, 2003
--------------------------------------------------------------------------------
Net income (loss) $ 293 $ 5,074 $ (2,701) $ 6,781
Foreign currency translation adjustments 4,071 6,079 3,400 8,922
--------------------------------------------------------------------------------
Net comprehensive income $ 4,364 $ 11,153 $ 699 $ 15,703
================================================================================
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 Six For the Six
Months ended Months ended
June 30, 2002 June 30, 2003
------------------------------------------
OPERATING ACTIVITIES:
Net income (loss) $ (2,701) $ 6,781
Adjustments to reconcile net income (loss) to net cash used in
operating activities:
Depreciation and amortization 1,856 2,003
Amortization of deferred financing costs and debt 892 743
Deferred income taxes (559) 1,360
Gain on sale of property, plant and equipment - (529)
Loss on early extinguishment of debt 3,265 -
Gain on foreign exchange (2,016) (7,910)
Change in operating assets and liabilities:
Accounts receivable (3,070) (3,709)
Inventories (18,432) (14,658)
Prepaid expenses (81) (440)
Accounts payable and accrued liabilities 7,230 4,786
Income taxes payable (318) (1,108)
------------------------------------------
Net cash used in operating activities (13,934) (12,681)
------------------------------------------
INVESTING ACTIVITIES:
Prepayment of intangibles - NHL Royalty - (30,112)
Purchases of property, plant and equipment (603) (695)
Proceeds from sale of property, plant and equipment - 1,371
------------------------------------------
Net cash used in investing activities (603) (29,436)
------------------------------------------
FINANCING ACTIVITIES:
Net change in short-term borrowings (17,175) 6,836
Deferred financing costs (6,530) (178)
Proceeds from long-term debt 123,861 -
Principal payments on debt (86,448) (452)
Loan payable to Parent Company - 10,000
Increase in paid-in capital from Parent company - 37,030
Issuance of common stock - 45
Redemption of 13% Pay-In-Kind preferred stock including
accrued dividends - (21,866)
Issuance of warrants 5 -
------------------------------------------
Net cash provided by financing activities 13,713 31,415
------------------------------------------
Effects of foreign exchange rate changes on cash 439 (151)
------------------------------------------
Decrease in cash and cash equivalents (385) (10,853)
Cash and cash equivalents at beginning of period 6,503 19,484
------------------------------------------
Cash and cash equivalents at end of period $ 6,118 $ 8,631
==========================================
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, BASIS OF PRESENTATION AND ACCOUNTING PRONOUNCEMENTS
A. DESCRIPTION OF BUSINESS AND CHANGE OF CORPORATE NAME
The Hockey Company was incorporated in September 1991 and reorganized
in April 1997. On February 9, 1999, The Hockey Company filed an amendment to
change the name of the Company from SLM International Inc. to The Hockey Company
("THC"). On June 11, 2003, The Hockey Company became a subsidiary of The Hockey
Company Holdings Inc., a Canadian public corporation (See Note 1B). The
consolidated financial statements include the accounts of THC and its wholly
owned subsidiaries (collectively, the "Company"). The Company manufactures
hockey equipment and related apparel, as well as recreational skates and other
non-hockey products. The hockey equipment and related apparel includes hockey
uniforms, hockey sticks, goaltender equipment, protective equipment and hockey
skates. The Company sells its products world-wide to a diverse customer base
consisting of specialty retailers, sporting goods shops, mass merchandisers,
teams and international distributors. The Company manufactures in-house at six
highly efficient facilities, four of which are located in Canada and two in
Europe. In addition, where it makes business sense, the Company outsources the
manufacturing of certain products. The distribution facilities of the Company
are located in North America, Finland and Sweden. An agreement was reached on a
new collective bargaining agreement with the union in St-Jean retroactive to
January 2003.
B. INITIAL PUBLIC OFFERING - THE HOCKEY COMPANY HOLDINGS INC.
On June 11, 2003, The Hockey Company Holdings Inc. ("THC Holdings"
or the "Parent Company") closed on an initial public offering (the
"Offering") and issued 4,500,000 common shares for proceeds of approximately
$47,200 (Cdn$64,140), net of issue fees and expenses of approximately $5,800
(Cdn$7,800). As a result, the Company issued 4,500,000 shares of voting
common stock, par value $0.01 per share, to THC Holdings. On July 11, 2003,
THC Holdings closed on the exercise by the underwriters of their
over-allotment option in connection with the initial public offering. The
underwriters purchased an additional 429,200 common shares for proceeds of
$4,641 (Cdn$6,387), net of issue costs of approximately $352 (Cdn$481). As a
result, the Company also issued 429,200 shares of voting common stock of the
Company to THC Holdings. THC Holdings' common shares are listed on the
Toronto Stock Exchange under the symbol "HCY".
Conditional on the closing of the Offering, the Company entered into a
corporate reorganization whereby:
(i) THC Holdings incorporated Hockey Merger Co. ("Subco") on February
24, 2003, and Subco entered into a merger agreement on April 2, 2003 with the
Company. Under the terms of the merger agreement, Subco and the Company merged,
and THC Holdings, through Subco, received all of the outstanding voting common
stock of the Company, and each existing holder of common stock of the Company
received one share of non-voting exchangeable common stock of the Company (the
"Exchangeable Shares") for each share of common stock held. Each holder of an
Exchangeable Share has the right to exchange one Exchangeable Share for one
Common Share of THC Holdings, subject to certain adjustments in the event, among
others things, of stock splits or similar events. The delivery of the Common
Shares upon exercise of the Put Right is subject to applicable U.S. securities
laws and the Common Shares may not be delivered to a U.S. holder until either a
registration statement is filed by THC Holdings with the SEC and declared
effective by the SEC in order to register the Common Shares or a private
placement by THC Holdings is completed in accordance with U.S. securities laws.
The merger has been accounted for as a continuity of interest of the Company as
a transaction between related parties; and
(ii) THC Holdings has the right to require the exchange of each
outstanding Exchangeable Share for one Common Share, subject to certain
adjustments in the event, among other things, of stock splits or similar events,
at any time after the earlier of the fifth anniversary date of the closing of
the Offering or the date on which 80% of the Exchangeable Shares outstanding on
the date of the closing of the Offering have been exchanged; and
(iii) THC Holdings has issued one special voting share for each
Exchangeable Share outstanding. Pursuant to a voting and exchange trust
agreement, a trustee holds all of the outstanding special voting shares in trust
for the benefit of the holders of the Exchangeable Shares. Each holder of an
Exchangeable Share is entitled to direct the trustee how to vote one
5
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE DATA)
special voting share of THC Holdings. Unless instructed, the trustee may not
vote. A special voting share does not carry the right to receive dividends or
any other distributions from THC Holdings; and
(iv) as part of the reorganization referred to above, THC Holdings
entered into an agreement with certain principal shareholders pursuant to which
certain actions of THC Holdings will require approval of such shareholders. This
agreement will terminate on September 4, 2003 and
(v) the existing stock options and common stock purchase warrants
outstanding and exercisable for common stock of the Company have been converted
to be exercisable for Exchangeable Shares; and
(vi) after the merger, the authorized capital of the Company is as
follows:
VOTING COMMON STOCK
After the reorganization, all voting common stock, par value $0.01
per share, of the Company is held by THC Holdings.
NON-VOTING EXCHANGEABLE COMMON STOCK
Exchangeable Shares par value $0.01 per share, rank PARI PASSU with
the voting common stock of the Company with respect to dividend rights and have
the right to economically equivalent distributions as the voting common stock on
liquidation, winding-up or dissolution but rank junior to any series of
preferred stock established by the board of directors of the Company. The
Exchangeable Shares are non-transferable, except to certain permitted
transferees and to THC Holdings in exchange for its Common Shares. The holders
of the Exchangeable Shares have the right, at any time, to require THC Holdings
to purchase any or all of the Exchangeable Shares registered in the name of such
holder (the "Put Right") in exchange for Common Shares, on a one-for-one basis,
for each Exchangeable Share presented for purchase, subject to certain
adjustments in the event, among other things, of stock splits or similar events.
The delivery of the Common Shares upon exercise of the Put Right is subject to
applicable U.S. securities laws and the Common Shares may not be delivered until
either a registration statement is filed by THC Holdings with the SEC and
declared effective by the SEC in order to register the Common Shares or a
private placement by THC Holdings is completed in accordance with U.S.
securities laws. The holder, upon exercise of the Put Right, will also receive
any declared and unpaid dividends on the Exchangeable Shares presented for
purchase. The Exchangeable Shares are also subject to a call right (the "Call
Right") of THC Holdings at the option of THC Holdings which shall be, no earlier
than the fifth anniversary date of the closing of the Offering, unless there are
fewer than 20% of the Exchangeable Shares issued as of the date of closing of
the Offering outstanding (other than Exchangeable Shares held by the Corporation
or any of its affiliates). The Exchangeable Shares have no voting rights other
than those rights received under the Voting and Exchange Trust Agreement.
SPECIAL DIVIDEND PREFERRED STOCK
Special dividend preferred stock, par value $0.01 per share, ranks
PARI PASSU with the voting common stock of the Company and the Exchangeable
Shares and ranks junior to all other series of preferred stock of the Company.
The Special Dividend Preferred Stock carries a dividend entitlement equal to the
amount of withholding and income taxes paid by the Corporation in respect of any
dividend declared on the voting common stock of the Company (plus a gross-up to
cover the withholding and income taxes levied on the dividend paid on the
Special Dividend Preferred Stock). The Special Dividend Preferred Stock shall be
automatically cancelled by the Company on a date when there are no longer any
Exchangeable Shares or any other securities convertible into Exchangeable Shares
outstanding.
PREFERRED STOCK
The board of directors has the authority to issue the preferred stock
in one or more series and to fix the designations, rights, privileges,
restrictions and conditions attaching to the series, including dividend rights,
conversion rights, voting rights, terms of redemption, redemption prices,
liquidation preferences and the number of shares constituting any series,
without further vote or action by the stockholders.
6
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE DATA)
13.0% PAY-IN-KIND PREFERRED STOCK
On November 19, 1998, the Company issued 100,000 shares of 13%
Pay-in-Kind redeemable preferred stock, $0.01 par value per share, cumulative
preferred stock, together with warrants to purchase 159,127 common shares at a
purchase price of $0.01 per share, for cash consideration of $12,500. The fair
value of the warrants was determined to be $1,665 and has been recorded in
stockholder's equity. On June 11, 2003, all of the outstanding 13% Pay-in-Kind
Preferred Stock was repurchased by the Company for cancellation, together with
all accrued dividends totaling $9,366 thereon paid, with a portion of the
proceeds of the Offering.
C. 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 and
Statements of Cash Flows for the 2002 and 2003 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, 2002 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, 2002. Certain
prior period amounts have been reclassified to conform to the current period
presentation.
D. ACCOUNTING PRONOUNCEMENTS
On April 30, 2002, FASB issued Statement of Financial Accounting
Standard ("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 SFAS No. 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 has to 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 has adopted this
Statement on January 1, 2003 upon which the loss on early extinguishment of debt
incurred in the quarter ended June 30, 2002 has been reclassified in accordance
with the issued SFAS No. 145.
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
7
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE DATA)
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
has adopted SFAS No. 146 and will apply these rules on exit and disposal
activities initiated after December 31, 2002. There were no exit or disposal
activities initiated during the quarter ended June 30, 2003.
In November 2002, FASB issued Interpretation No. 45, GUARANTOR'S
ACCOUNTING AND DISCLOSURE REQUIREMENTS FOR GUARANTEES, INCLUDING INDIRECT
GUARANTEES OF INDEBTEDNESS OF OTHERS "FIN 45" which requires certain guarantees
to be recorded at fair value and increases the disclosure requirements for
guarantees even if the likelihood of making any payments under the guarantee is
remote. The increased disclosure requirements are effective for fiscal years
ending after December 15, 2002 and have been adopted by the Company in the
consolidated financial statements for the year ended December 31, 2002. The
provision of FIN 45 relating to initial recognition and measurement are
applicable on a prospective basis to guarantees issued or modified after
December 31, 2002. The Company adopted these provisions of FIN 45 for guarantees
issued or modified after December 31, 2002 on January 1, 2003 and no significant
transition adjustment resulted from its adoption.
On April 30, 2003, FASB issued SFAS No. 149, AMENDMENT OF SFAS 133 ON
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES. This statement is intended to
result in more consistent reporting of contracts as either freestanding
derivative instrument subject to SFAS No. 144 in its entirety or as hybrid
instruments with debt host contracts and embedded derivative features. SFAS No.
149 is effective for contracts entered into or modified after June 30, 2003 and
hedging relationships designated after June 30, 2003. However, the provisions of
SFAS No. 149 that merely represent the codification of previous Derivatives
Implementation Group decisions are already effective and should continue to be
applied in accordance with their prior respective effective dates. The Company
will apply the recommendation of SFAS No. 149 for future contracts and hedging
relationships, if any, and believes the impact of this statement will not
significantly affect its financial position and results of operations.
On May 15, 2003, FASB issued SFAS No. 150, ACCOUNTING FOR CERTAIN
FINANCIAL INSTRUMENTS WITH CHARACTERISTICS OF BOTH LIABILITIES AND EQUITY. This
Statement establishes standards for classifying and measuring as liabilities
certain financial instruments that embody obligations of the issuer and have
characteristics of both liabilities and equity. SFAS No. 150 represents a
significant change in practice in the accounting for a number of financial
instruments, including mandatorily redeemable equity instruments and certain
equity derivatives that frequently are used in connection with share repurchase
programs. SFAS No. 150 is effective for all financial instruments created of
modified after May 31, 2003 and to other instruments at the beginning of the
first interim period beginning after June 15, 2003. The Company will apply the
recommendations of SFAS No. 150 for the quarter ending September 30, 2003, and
as a result will reclassify the 13% Pay-In-Kind Preferred stock to liabilities
as at December 31, 2002.
PRODUCT WARRANTY PROVISION
The Company offers warranty for some of its products. The specific
terms and conditions of those warranties vary depending upon the product sold
and country in which the Company does business. The Company estimates the costs
that may be incurred under its basic limited warranty and records a liability in
the amount of such costs at the time product revenue is recognized. The Company
periodically assesses the adequacy of its recorded warranty liabilities and
adjusts the amounts as necessary.
Changes in the Company's product liability reserve during the period are as
follows:
2002 2003
------------- -------------
Balance, at January 1.................................................... $ 941 $ 1,180
Warranties accrued during the period..................................... 1,221 812
Settlements made during the period..................................... (612) (961)
Translation adjustments.................................................. 30 86
------------- -------------
Balance, at June 30...................................................... $ 1,580 $ 1,117
============= =============
8
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE DATA)
2. INVENTORIES
Inventories consist of:
December 31, 2002 June 30, 2003
-------------------------------------------
Finished products $ 33,336 $ 53,607
Work in process 2,188 2,635
Raw materials and supplies 8,830 10,137
-------------- -------------
$ 44,354 $ 66,379
-------------- -------------
-------------- -------------
3A. GOODWILL AND EXCESS RE-ORGANIZATION INTANGIBLE
Goodwill and excess re-organization intangible consist of:
December 31, 2002 June 30, 2003
-------------------------------------------
Goodwill $ 43,522 $ 47,856
Excess re-organization intangible 21,826 21,477
-------------- -------------
$ 65,348 $ 69,333
-------------- -------------
-------------- -------------
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 $581 has been reflected as a provision in
lieu of income taxes in the Company's Consolidated Statement of Operations for
the three and six months ended June 30, 2003.
3B. INTANGIBLE - PREPAID NHL ROYALTY
On March 28, 2003, THC Holdings, the Company and certain of its subsidiaries
entered into a new ten-year License Agreement (the "New NHL License Agreement")
with the NHL which became effective on the pre-payment of certain royalties in
the amount of $30,112 from the Offering (including legal expenses of $112). In
addition, THC Holdings also granted to the NHL an option to purchase 75,000
shares of the common stock of THC Holdings at $11.77 (Cdn$16.00) per share. The
fair value of the options was determined to be approximately $735. The prepaid
NHL Royalty and the fair value of the options will be expensed over the term of
the agreement based on the schedule of royalty payments.
4. LONG-TERM DEBT - NORDEA BANK
SECURED LOANS - NORDEA BANK
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 ($1,250). The loan was
originally for four years with annual principal repayments of SEK 2,500 ($311).
The loan is secured by a chattel mortgage on the assets of the subsidiary and
bears an interest rate of STIBOR plus 1.25%. The balance of $439 was repaid on
March 3, 2003.
9
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE DATA)
5. EARNINGS PER SHARE
INCOME (LOSS) PER SHARE FOR THE THREE AND SIX MONTH PERIODS IS AS FOLLOWS:
- ------------------------------------------------------------------------------------------------------------------------------------
For the Three Months ended For the Six Months ended
- ------------------------------------------------------------------------------------------------------------------------------------
June 30, 2002 June 30, 2003 June 30, 2002 June 30, 2003
- ------------------------------------------------------------------------------------------------------------------------------------
Basic Diluted Basic Diluted Basic Diluted Basic Diluted
- ------------------------------------------------------------------------------------------------------------------------------------
Net income (loss)
attributable to common
stockholders $ (330) $ (330) 3,780 3,780 (3,977) $ (3,977) 4,786 4,786
- ------------------------------------------------------------------------------------------------------------------------------------
Weighted average common
and common equivalent
shares outstanding:
- ------------------------------------------------------------------------------------------------------------------------------------
Common stock, voting and
non-voting 7,040,523 7,040,523 7,980,083 7,980,083 6,770,536 6,770,536 7,512,899 7,512,899
- ------------------------------------------------------------------------------------------------------------------------------------
Common equivalent shares(a) 158,868 158,868 158,992 367,691 428,416 428,416 158,992 367,691
- ------------------------------------------------------------------------------------------------------------------------------------
Total weighted average
common and common
equivalent shares
outstanding 7,199,391 7,199,391 8,139,075 8,347,775 7,198,952 7,198,952 7,671,891 7,880,590
- ------------------------------------------------------------------------------------------------------------------------------------
Net income (loss) per
common share(b) $ (0.05) $ (0.05) $ 0.46 $ 0.45 $ (0.55) $ (0.55) $ 0.62 $ 0.61
- ------------------------------------------------------------------------------------------------------------------------------------
(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 361,110 shares of common stock were outstanding at June
30, 2003 but were not included in the computation of diluted earnings per
share because the options' and warrants' exercise price was greater than
the average fair value of the common stock.
6. STOCK OPTIONS
In 2003, 30,000 additional stock options were granted to employees at
an exercise price of $8.50 per share and 15,000 stock options were terminated.
The Company applies APB Opinion No. 25 and related Interpretations in accounting
for employee stock options. Accordingly, no compensation cost has been
recognized.
The following table illustrates the effect on net income and earnings
per share if the Company had applied the fair value recognition provisions of
FASB Statement No. 123, ACCOUNTING FOR STOCK-BASED COMPENSATION, to stock-based
employee compensation. The fair value for these options was estimated at the
date of grant using a Black-Scholes option pricing model with the following
weighted-average assumptions: risk-free interest rates of 4.9%; dividend yields
of 0%; volatility factors of the expected market price of the Company's common
stock of 0; and a weighted-average expected life of the option of 8.4 years.
The Black-Scholes option valuation model was developed for use in
estimating the fair value of traded options, which have no vesting restrictions
and are fully transferable. In addition, option valuation models require the
input of highly subjective assumptions including the expected stock price
volatility. Because the Company's employee stock options have characteristics
significantly different from those of traded options, and because changes in the
subjective input assumptions can materially affect the fair value estimate, in
management's opinion, the existing models do not necessarily provide a reliable
single measure of the fair value of its employee stock options.
10
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE DATA)
For purposes of pro forma disclosures, the estimated fair value of the options
is amortized to expense over the options' vesting period. The Company's pro
forma information follows (in thousands except for earnings per share
information):
-------------------------------------------------------------------
For the Three Months ended For the Six Months ended
-------------------------------------------------------------------
June 30, 2002 June 30, 2003 June 30, 2002 June 30, 2003
-------------------------------------------------------------------
Net income (loss), as reported $ 293 $ 5,074 $ (2,701) $ 6,781
DEDUCT: Total stock-based employee compensation expense
determined under fair value based method for all awards,
net of related tax effects 71 82 142 165
------------ ------------ ------------ ------------
Pro forma net income (loss) $ 222 $ 4,992 $ (2,843) $ 6,616
------------ ------------ ------------ ------------
Income (loss) per share:
Basic, as reported $ (0.05) $ 0.46 $ (0.55) $ 0.62
Basic, pro forma $ (0.06) $ 0.45 $ (0.57) $ 0.60
Diluted, as reported $ (0.05) $ 0.45 $ (0.55) $ 0.61
Diluted, pro forma $ (0.06) $ 0.44 $ (0.57) $ 0.59
The impact of SFAS No. 123 may not be representative of the effect on
income in the future years because options vest over several years and
additional option grants may be made each year.
7. CONTINGENCIES
The Company is currently undergoing an audit by the Canada Customs and
Revenue Agency for its 1996 to 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
The Company has two reportable segments: Equipment and Apparel. The
Equipment segment derives its revenue from the sale of skates, including ice
hockey, roller hockey and figure skates, as well as protective hockey equipment
and sticks for both players and goaltenders. The Apparel segment derives its
revenue from the sale of hockey apparel, such as authentic and replica hockey
jerseys, as well as a high quality line of licensed and branded apparel,
baseball style caps and jackets.
MEASUREMENT OF SEGMENT PROFIT OR LOSS AND SEGMENT ASSETS
The accounting policies of the segment are the same as those described
in the summary of significant accounting policies. The Company evaluates
performance based on gross profit. Segment assets only include inventory.
11
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE DATA)
INFORMATION ABOUT SEGMENT PROFIT OR LOSS AND SEGMENT ASSETS
2002
Equipment Apparel Segment Total
----------------------------- ------------------------------ ------------------------------
For the Three For the Six For the Three For the Six For the Three For the Six
Months ended Months ended Months ended Months ended Months ended Months ended
June 30, 2002 June 30, 2002 June 30, 2002 June 30, 2002 June 30, 2002 June 30, 2002
-------------- -------------- --------------- -------------- -------------- ---------------
Net sales $ 33,473 $ 56,273 $ 11,094 $ 22,455 $ 44,567 $ 78,728
Gross profit 14,755 24,374 5,478 10,783 20,233 35,157
Inventory 37,997 37,997 26,496 26,496 64,493 64,493
Goodwill and excess
reorganizational intangible 61,961 61,961 8,723 8,723 70,684 70,684
2003
Equipment Apparel Segment Total
----------------------------- ------------------------------ ------------------------------
For the Three For the Six For the Three For the Six For the Three For the Six
Months ended Months ended Months ended Months ended Months ended Months ended
June 30, 2003 June 30, 2003 June 30, 2003 June 30, 2003 June 30, 2003 June 30, 2003
-------------- -------------- --------------- -------------- -------------- ---------------
Net sales $ 43,638 $ 69,401 $ 8,691 $ 20,707 $ 52,329 $ 90,108
Gross profit 19,979 30,829 4,443 10,301 24,422 41,130
Inventory 43,346 43,346 23,033 23,033 66,379 66,379
Goodwill and excess
reorganizational intangible 62,246 62,246 7,087 7,087 69,333 69,333
SEGMENT ASSETS DECEMBER 31, JUNE 30,
2002 2003
- ----------------------------------------------------------------------- --------------- --------------
Total assets for reportable segments............................... $ 109,702 $ 135,712
Unallocated amounts:
Cash............................................................. 19,484 8,631
Account receivable............................................... 56,986 65,182
Prepaid expenses................................................. 4,802 5,412
Deferred Income taxes and other receivables...................... 8,080 7,667
Property, plant and equipment, net............................... 15,318 15,164
Intangible - Prepaid NHL Royalty................................. - 30,913
Other assets, net................................................ 8,581 8,179
- ----------------------------------------------------------------------- --------------- --------------
TOTAL ASSETS....................................................... $ 222,953 $ 276,860
=============== ==============
12
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 Six
Months ended Months ended
-----------------------------------------------------------------------------
June 30, 2002 June 30, 2003 June 30, 2002 June 30, 2003
-----------------------------------------------------------------------------
Gross profit $ 20,233 $ 24,422 $ 35,157 $ 41,130
Unallocated amounts:
Selling, general and administrative expenses 14,872 17,247 29,485 32,979
Other income, net (71) (966) (71) (1,603)
Interest expense 3,863 4,188 7,081 8,180
Foreign exchange gain (2,251) (4,036) (2,270) (8,414)
Loss on early extinguishment of debt 3,265 - 3,265 -
-----------------------------------------------------------------------------
Income (loss) before income taxes $ 555 $ 7,989 $ (2,333) $ 9,988
=============================================================================
9. RESTRUCTURING AND UNUSUAL CHARGES
In October 2002, the Company decided 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
were affected by this decision, of which approximately 50 are from the apparel
segment. Accordingly, the Company set up a restructuring reserve of
approximately $2.1 million, of which approximately $1.3 million is to cover the
cost of severance packages to affected employees, with the remainder
representing other closure costs. There were no balances outstanding as at June
30, 2003 (December 31, 2002 - $0.9 million).
10. SUPPLEMENTAL CONDENSED CONSOLIDATED FINANCIAL INFORMATION
THC's and Sport Maska Inc.'s payment obligations under the $125,000 11
1/4% Senior Secured Note Units due 2009 ("Units") issued on April 3, 2002 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. are restricted
from paying dividends on the common and preferred stock. 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., the 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 Caisse and its replacement with the Units.
13
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE DATA)
The Hockey Sport Maska Inc. Guarantors Other/ TOTAL
AS AT JUNE 30, 2003 Company Eliminations
------------------------------------------------------------------------------------
ASSETS
Cash and cash equivalents $ - $ - $ - $ 8,631 $ 8,631
Accounts receivable, net - 29,420 31,332 4,430 65,182
Inventories - 49,755 15,205 1,419 66,379
Prepaid expenses and other receivables 815 2,251 2,031 315 5,412
Deferred Income taxes 420 543 6,704 - 7,667
Intercompany accounts 77,937 22,715 13,160 (113,812) -
------------------------------------------------------------------------------------
Total current assets 79,172 104,684 68,432 (99,017) 153,271
Property, plant and equipment, net of
accumulated depreciation - 11,429 1,913 1,822 15,164
Intangible and other assets - 29,213 38,234 1,886 69,333
Intangible - Prepaid NHL - 9,287 21,626 - 30,913
Other assets 2,177 2,150 4,491 (639) 8,179
Investments in subsidiaries 66,346 - 39,974 (106,320) -
Interompany accounts 11,092 - 25,000 (36,092) -
------------------------------------------------------------------------------------
Total assets $ 158,787 $ 156,763 $ 199,670 $ (238,360) $ 276,860
====================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Short term borrowings $ - $ 5,011 $ 2,108 $ - $ 7,119
Accounts payable and accrued liabilities 1,485 19,437 6,852 1,178 28,952
Income taxes payable - 3,852 379 103 4,334
Intercompany accounts 981 10,119 103,813 (114,913) -
------------------------------------------------------------------------------------
Total current liabilities 2,466 38,419 113,152 (113,632) 40,405
Long-term debt 36,885 61,887 25,060 - 123,832
Loan payable to Parent company - 10,000 - - 10,000
Deferred income taxes and other long-term
liabilities - 3,615 1,594 (2,313) 2,896
Intercompany accounts 25,000 - 11,092 (36,092) -
------------------------------------------------------------------------------------
Total liabilities 64,351 113,921 150,898 (152,037) 177,133
13% Pay-in-Kind preferredstock - - - - -
------------------------------------------------------------------------------------
Stockholders' equity
Common stock, par value $0.01 per share 45 34,571 5,086 (39,657) 45
Common stock, non voting 70 70
Common stock purchase warrants 1,665 - - - 1,665
Additional paid in cap-common stock 69,965 - 19,344 (19,344) 69,965
Additional paid in cap - exchangeable shares 37,765 15,209 (15,209) 37,765
Retained earnings (Deficit) (15,516) 7,814 7,636 (15,451) (15,517)
Accumulated other comprehensive income 442 457 1,497 3,338 5,734
------------------------------------------------------------------------------------
Total stockholders' equity 94,436 42,842 48,772 (86,323) 99,727
------------------------------------------------------------------------------------
Total liabilities and stockholders' equity $ 158,787 $ 156,763 $ 199,670 $ (238,360) $ 276,860
====================================================================================
14
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE DATA)
------------------------------------------------------------------------------------
The Hockey Sport Maska Inc. Guarantors Other/ TOTAL
AS AT DECEMBER 31, 2002 Company Eliminations
------------------------------------------------------------------------------------
ASSETS
Cash and cash equivalents $ - $ 4,002 $ 7,066 $ 8,416 $ 19,484
Accounts receivable, net - 20,320 35,661 1,005 56,986
Inventories - 32,972 9,341 2,041 44,354
Prepaid expenses and other receivables 811 2,113 1,676 202 4,802
Income taxes receivables 420 464 7,196 - 8,080
Intercompany accounts 78,377 18,534 7,799 (104,710) -
------------------------------------------------------------------------------------
Total current assets 79,608 78,405 68,739 (93,046) 133,706
Property, plant and equipment, net of
accumulated depreciation - 11,338 2,009 1,971 15,318
Intangible and other assets 2,056 27,285 43,617 971 73,929
Investments in subsidiaries 43,905 - 38,334 (82,239) -
Intercompany accounts 11,092 - 25,000 (36,092) -
------------------------------------------------------------------------------------
Total assets $ 136,661 $ 117,028 $ 177,699 $ (208,435) $ 222,953
====================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Accounts payable and accrued liabilities $ 2,191 $ 11,423 $ 8,873 $ 1,352 $ 23,839
Income taxes payable - 3,234 1,217 374 4,825
Current portion of long term debt - - 288 - 288
Intercompany accounts 932 9,421 97,619 (107,972) -
------------------------------------------------------------------------------------
Total current liabilities 3,123 24,078 107,997 (106,246) 28,952
Long-term debt 36,833 61,833 25,200 - 123,866
Deferred income taxes and other long-term
liabilities 8,155 2,130 1,508 (1,582) 10,211
Intercompany accounts 25,000 - 11,092 (36,092) -
------------------------------------------------------------------------------------
Total liabilities 73,111 88,041 145,797 (143,920) 163,029
13% Pay-in-Kind preferred stock 11,715 - - - 11,715
------------------------------------------------------------------------------------
Stockholders' equity
Common stock, par value $0.01 per share 70 29,522 4,976 (34,498) 70
Common stock purchase warrants 1,665 - - - 1,665
Additional paid-in capital 69,965 - 19,344 (19,344) 69,965
Retained earnings (Deficit) (20,303) 135 6,912 (7,047) (20,303)
Accumulated other comprehensive income (loss) 438 (670) 670 (3,626) (3,188)
------------------------------------------------------------------------------------
Total stockholders' equity 51,835 28,987 31,902 (64,515) 48,209
------------------------------------------------------------------------------------
Total liabilities and stockholders' equity $ 136,661 $ 117,028 $ 177,699 $ (208,435) $ 222,953
====================================================================================
15
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE DATA)
FOR THE SIX MONTHS ENDED The Hockey Sport Maska Inc. Guarantors Other/ TOTAL
JUNE 30, 2003 Company Eliminations
--------------------------------------------------------------------------------------
Net sales $ - $ 55,304 $ 52,331 $ (17,527) $ 90,108
Cost of goods sold - 35,442 33,304 (19,768) 48,978
--------------------------------------------------------------------------------------
Gross profit - 19,862 19,027 2,241 41,130
Selling, general and administrative expenses 15 14,842 16,198 1,924 32,979
--------------------------------------------------------------------------------------
Operating income (loss) (15) 5,020 2,829 317 8,151
Other (income) expense, net [1] (7,909) (775) (1,790) 8,871 (1,603)
Interest expense 1,095 4,207 2,952 (74) 8,180
Foreign exchange (gain) loss 18 (8,490) 58 - (8,414)
--------------------------------------------------------------------------------------
Income (loss) before income taxes 6,781 10,078 1,609 (8,480) 9,988
Income taxes - 2,400 884 (77) 3,207
--------------------------------------------------------------------------------------
Net income (loss) $ 6,781 $ 7,678 $ 725 $ (8,403) $ 6,781
======================================================================================
[1] Other (income) expense, net for The Hockey Company and Other Guarantors
includes equity in net income of subsidiaries of $7,232 and $1,640,
respectively.
FOR THE 3 MONTHS ENDED The Hockey Sport Maska Inc. Guarantors Other/ TOTAL
JUNE 30, 2003 Company Eliminations
-----------------------------------------------------------------------------------
Net sales $ - $ 33,008 $ 28,485 $ (9,164) $ 52,329
Cost of goods sold - 21,039 18,388 (11,520) 27,907
-----------------------------------------------------------------------------------
Gross profit - 11,969 10,097 2,356 24,422
Selling, general and administrative expenses 12 8,380 7,810 1,045 17,247
-----------------------------------------------------------------------------------
Operating income (loss) (12) 3,589 2,287 1,311 7,175
Other (income) expense, net [1] (5,668) (134) (1,447) 6,283 (966)
Interest expense 582 2,173 1,458 (25) 4,188
Foreign exchange (gain) loss 0 (4,036) 0 - (4,036)
-----------------------------------------------------------------------------------
Income (loss) before income taxes 5,074 5,586 2,276 (4,947) 7,989
Income taxes - 1,704 882 329 2,915
-----------------------------------------------------------------------------------
Net income (loss) $ 5,074 $ 3,882 1,394 $ (5,276) $ 5,074
===================================================================================
[1] Other (income) expense, net for The Hockey Company and Other Guarantors
includes equity in net income of subsidiaries of $4,988 and $1,296,
respectively.
16
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE DATA)
SIX MONTHS ENDED The Hockey Sport Maska Inc. Guarantors Other/ TOTAL
JUNE 30, 2002 Company Eliminations
----------------------------------------------------------------------------------------
Net sales $ - $ 42,106 $ 48,814 $ (12,192) $ 78,728
Cost of goods - 27,819 30,798 (15,046) 43,571
----------------------------------------------------------------------------------------
Gross profit - 14,287 18,016 2,854 35,157
Selling, general and
administrative expenses 25 12,101 15,658 1,701 29,485
----------------------------------------------------------------------------------------
Operating income (loss) (25) 2,186 2,358 1,153 5,672
Other (income) expense, net [1] (13) (205) (1,046) 1,193 (71)
Interest expense 1,828 3,419 1,830 6 7,081
Foreign exchange gain - (2,272) - - (2,272)
Loss on early extinguishment of
debt 861 1,486 918 - 3,265
----------------------------------------------------------------------------------------
Income (loss) before income
taxes (2,701) (242) 656 (46) 2,333
Income taxes - 95 (100) 373 368
----------------------------------------------------------------------------------------
Net income (loss) $ (2,701) $ (337) $ 756 $ (419) $ (2,701)
========================================================================================
[1] Other expense, net for the Hockey Company and Other Guarantors includes
equity in net income (loss) of subsidiaries of $43 and ($1,151)
respectively.
THREE MONTHS ENDED The Hockey Sport Maska Inc. Guarantors Other/ TOTAL
JUNE 30, 2002 Company Eliminations
----------------------------------------------------------------------------------------
Net sales $ - $ 25,848 $ 25,684 $ (6,965) $ 44,567
Cost of goods - 16,651 16,234 (8,551) 24,334
----------------------------------------------------------------------------------------
Gross profit - 9,197 9,450 1,586 20,233
Selling, general and
administrative expenses 7 6,306 7,502 1,057 14,872
----------------------------------------------------------------------------------------
Operating income (loss) (7) 2,891 1,948 529 5,361
Other (income) expense, net [1] (2,192) (113) (799) 3,033 (71)
Interest expense 1,031 2,035 793 4 3,863
Foreign exchange gain - (2,251) - - (2,251)
Loss on early extinguishment of
debt 861 1,486 918 - 3,265
----------------------------------------------------------------------------------------
Income (loss) before income
taxes 293 1,734 1,036 (2,508) 555
Income taxes - 48 9 205 262
----------------------------------------------------------------------------------------
Net income (loss) $ 293 $ 1,686 $ 1,027 $ (2,713) $ 293
========================================================================================
[1] Other expense, net for the Hockey Company and Other Guarantors includes
equity in net income (loss) of subsidiaries of $2,230 and $(904)
respectively.
17
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE DATA)
FOR THE SIX MONTHS ENDED The Hockey Company Sport Maska Inc. Guarantors Other/ TOTAL
JUNE 30, 2003 Eliminations
---------------------------------------------------------------------------------
OPERATING ACTIVITIES:
NET CASH PROVIDED BY (USED FOR) OPERATING
ACTIVITIES $ (14,914) $ (9,747) $ (2,732) $ 14,712 $(12,681)
---------------------------------------------------------------------------------
INVESTING ACTIVITIES:
Prepayment of intangibles-NHL Royalty (9,000) (21,112) (30,112)
Purchases of property, plant & equipment - (561) (115) (19) (695)
---------------------------------------------------------------------------------
Proceeds from disposal of ppe and deferred
expenses 1362 9 1,371
---------------------------------------------------------------------------------
NET CASH USED FOR INVESTING ACTIVITIES - (8,199) (21,218) (19) (29,436)
---------------------------------------------------------------------------------
FINANCING ACTIVITIES:
Deferred financing costs (295) 275 (158) - (178)
Net change in short-term borrowings - 4,757 2,079 - 6,836
Principal payments on debt - - (452) - (452)
Proceeds from long-term debt - - - - -
Loan payable to Parent Company - 10,000 - - 10,000
Increase in pain-in capital from the parent
company 37,030 15,209 (15,209) 37,030
Issuance of common stock 45 - - - 45
Redemption of PIK including accrued dividends (21,866) - - - (21,866)
---------------------------------------------------------------------------------
NET CASH PROVIDED BY (USED FOR) FINANCING
ACTIVITIES 14,914 15,032 16,678 (15,209) 31,415
---------------------------------------------------------------------------------
Effects of foreign exchange rate changes on cash - (1,086) 206 729 (151)
---------------------------------------------------------------------------------
NET CHANGE IN CASH AND CASH EQUIVALENTS - (4,000) (7,066) 213 (10,853)
Cash & cash equivalents at beginning of period - 4,000 7,066 8,418 19,484
=================================================================================
Cash & cash equivalents at end of period $ - $ - $ - $ 8,631 $ 8,631
=================================================================================
---------------------------------------------------------------------------------
FOR THE SIX MONTHS ENDED The Hockey Company Sport Maska Inc. Guarantors Other/ TOTAL
JUNE 30, 2002 Eliminations
---------------------------------------------------------------------------------
OPERATING ACTIVITIES:
NET CASH PROVIDED BY (USED FOR) OPERATING
ACTIVITIES $ (13,295) $ (10,971) $ 10,474 $ (142) $(13,934)
---------------------------------------------------------------------------------
INVESTING ACTIVITIES:
Purchases of property, plant & equipment - (463) (86) (54) (603)
---------------------------------------------------------------------------------
NET CASH USED FOR INVESTING ACTIVITIES - (463) (86) (54) (603)
---------------------------------------------------------------------------------
FINANCING ACTIVITIES:
Deferred financing costs (1,820) (3,347) (1,363) - (6,530)
Net change in short-term borrowings - (7,290) (9,578) (307) (17,175)
Principal payments on debt (21,853) (39,471) (25,124) - (86,448)
Proceeds from long-term debt 36,963 61,898 25,000 - 123,861
Issuance of warrants 5 - - - 5
---------------------------------------------------------------------------------
NET CASH PROVIDED BY (USED FOR) FINANCING
ACTIVITIES 13,295 11,790 (11,065) (307) 13,713
---------------------------------------------------------------------------------
Effects of foreign exchange rate changes on cash - (54) 160 333 439
---------------------------------------------------------------------------------
NET CHANGE IN CASH AND CASH EQUIVALENTS - 302 (517) (170) (385)
Cash & cash equivalents at beginning of period - (302) 2,002 4,803 6,503
---------------------------------------------------------------------------------
Cash & cash equivalents at end of period $ - $ - $ 1,485 $ 4,633 $ 6,118
=================================================================================
18
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) were 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 April 1997, WS
Acquisition LLC, an affiliate of Wellspring Capital Management LLC, acquired
a controlling interest in us. 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. On June 11, 2003 we became a subsidiary
of The Hockey Company Holdings Inc., a Canadian public corporation. 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 the Unaudited Consolidated
Financial Statements.)
EBITDA is defined as earnings (net income) before interest, income and
capital taxes and depreciation and amortization. EBITDA includes restructuring
charges, and other unusual items if it is reasonably likely that they will recur
within two years. EBITDA is not a measure of performance or financial condition
under generally accepted accounting principles, but is presented because it is
frequently used by securities analysts and others in evaluating companies.
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, it should be noted that companies calculate EBITDA
differently and, therefore, EBITDA as presented for us may not be comparable to
EBITDA reported by other companies. EBITDA is calculated as follows:
(in thousands)
-------------------------------------------------------------------------
For the Three For the Six
Months ended Months ended
-------------------------------------------------------------------------
June 30, 2002 June 30, 2003 June 30, 2002 June 30, 2003
-------------------------------------------------------------------------
Operating income $ 5,361 $ 7,175 $ 5,672 $ 8,151
Depreciation and amortization 940 1,034 1,856 2,003
Capital taxes 148 212 290 361
Other income, net 71 941 71 1,074
Gain on sales of property, plant and equipment - 25 - 529
Foreign exchange gain 2,251 4,036 2,270 8,414
-------------------------------------------------------------------------
EBITDA $ 8,771 $ 13,423 $ 10,159 $ 20,532
=========================================================================
Under the terms of The Hockey Company's short and long-term debt agreements,
restructuring and other unusual or non-recurring items would be added back to
EBITDA.
19
RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2003
2003 COMPARED TO 2002
Net sales for the six months ended June 30, 2003 were $90.1 million, an
increase of 14.5% or $11.4 million, as compared to $78.7 million in the six
months ended June 30, 2002, of which $7.1 million is attributable to the
strengthening of foreign denominated currencies. For the three months ended June
30, 2003, net sales increased 17.3% or $7.7 million to $52.3 million, as
compared to $44.6 million for the same period last year, of which $4.4 million
is attributable to currency fluctuations. Sales growth to date has been
generated largely from the equipment segment, with the success of the Company's
Pro Tack ice skates and Vector one-piece stick driving that growth. Apparel
sales were down slightly compared with the same period last year, directly
attributable to the small market teams making the final rounds of the NHL
playoffs.
Gross profit for the six months ended June 30, 2003 grew by $6.0
million or 17.1% to $41.1 million or 45.6% of sales compared with $35.1 million
or 44.6% of sales for the six months ended June 30, 2002, of which $3.5 million
is attributable to the currency fluctuations. Gross profit for the three months
ended June 30, 2003 grew by $4.2 million or 20.7% to $24.4 million or 46.7% of
sales compared with $20.2 million or 45.4% of sales in the second quarter of
2002, of which $2.1 million is attributable to the currency fluctuations. The
increase is mainly due to the restructuring and outsourcing efforts from 2002
that included the closures of three North American manufacturing facilities in
order to reduce excess capacity and achieve greater operating efficiencies as
well as a shift in focus toward higher end products.
In the six months ended June 30, 2003, selling, general and
administrative expenses decreased as a percentage of sales by 0.8% to 36.6% of
2003 sales, from 37.4% of sales for the six months ended June 30, 2002. In
dollar terms, there was a 11.8% or $3.5 million increase to $33.0 million in
2003 from $29.5 million in 2002, of which $2.5 million is attributable to
currency fluctuations. For the three months ended June 30, 2003, selling,
general and administrative expenses increased by $2.3 million or 16.0% to $17.2
million compared to $14.9 million for the same period last year, of which $1.4
million is attributable to currency fluctuations. The increase is mainly
attributable to variable selling and marketing expenses related to higher sales.
Operating income for the six months ended June 30, 2003 grew by $2.5
million or 43.7% to $8.2 million compared to $5.7 million in the six months
ended June 30, 2002, of which $1.0 million is attributable to currency
fluctuations. For the three months ended June 30, 2003, operating income grew to
$7.2 million compared to $5.4 million in the second quarter of 2002.
Other income of $1.6 million, consists primarily of $0.5 million
related to the gain on sale of our Drummondville manufacturing facility which
had become redundant and closed in December 2002 and $0.7 million related to a
reversal of an excess provision set up in prior years for Chapter 11 costs.
As a result of the above, EBITDA, for the six months ended June 30,
2003 increased by $10.3 million to $20.5 million compared to $10.2 million in
the first six months of 2002. Of the increase, $7.1 million is related to
foreign exchange, of which $7.3 million resulted from the translation of our
U.S. dollar denominated long-term debt, 50% of which is held by Sport Maska Inc.
For the three months ended June 30, 2003, EBITDA grew by $4.6 million to $13.4
million compared to $8.8 million in the second quarter of 2002. The actual gain
on exchange relating to the long-term debt recorded for the three months and six
months ended June 30, 2003 was $5.5 million and $10.0 million compared with $2.8
million, respectively, for the same periods in 2002.
Interest expense including amortization of deferred financing costs
($0.8 million and $0.6 million in the six months ended June 30, 2002 and 2003,
respectively) increased to $8.2 million in the six months ended June 30, 2003
compared to $7.1 million in the first six months of 2002 reflecting the issue of
high-yield Secured Notes in April 2002.
The loss on early extinguishment of debt of $3.3 million in 2002
consists of the write-off of deferred financing costs as a result of the
extinguishment of the Caisse de depot et placement du Quebec ("Caisse") loan in
April 2002.
20
Income before income taxes was $10.0 million in the six months ended
June 30, 2003 compared to a loss before income taxes of $2.3 million for the
first six months in 2002. For the three months ended June 30, 2003, income
before income taxes was $8.0 million compared to $0.6 million in the second
quarter of 2002.
As a result of the above, net income for the six months ended June 30,
2003 increased by $9.5 million to $6.8 million compared to a $2.7 million net
loss for the six months ended June 30, 2002. For the three months ended June 30,
2003, net income was $5.1 million compared to $0.3 million in the second quarter
in 2002.
Net income attributable to common stockholders for the six months ended
June 30, 2003 was $4.8 million compared to a net loss of $4.0 million for the
corresponding period in 2002. The difference between the redemption value of the
preferred stock and the recorded amount was accreted to the par value of $12.5
million in the second quarter of 2003, as the preferred stock was repurchased
for cancellation and all accrued dividends thereon were paid. For the three
months ended June 30, 2003, net income attributable to common stockholders was
$3.8 million compared to a $0.3 million net loss attributable to common
stockholders in the second quarter of 2002.
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 for a period of
three years. 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 for a period of three years (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
further extended and amended on October 17, 2002 for a period of three years in
connection with the issuance of the Units (as described below) to reflect the
repayment of the Caisse term loans and to maximize the amount of loans and
letters of credit under the two credit agreements to $35.0 million and $7.0
million, respectively. Under the terms of the Notes such indebtedness cannot
exceed $35.0 million and must be repaid in full at least once a year. Total
borrowings under the credit agreements as at December 31, 2002 were nil and $5.8
million including borrowing under our Jofa facility (See below) as at June 30,
2003 (excluding $5.3 million and $5.7 million of letters of credit outstanding,
respectively). We have met the requirement for the annual repayment in full for
2003.
As at June 30, 2003, borrowings under the U.S. credit agreement bear
interest at rates between U.S. prime plus 0.25% to 1.00% or LIBOR plus 1.50% to
2.50% depending on The Hockey 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 0.50% to 1.25%, the U.S. prime rate
plus 0.25% to 1.00% and the Canadian Bankers' Acceptance rate or LIBOR plus
1.50% to 2.50% depending on The Hockey Company's Operating Cash Flow Ratio, as
defined in the agreement. In addition, we are charged a monthly commitment fee
at an annual rate of 1/4 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 credit agreements restrict, among
other things, the ability to pay cash dividends on the preferred and common
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 for a period of
two years. The loan was further extended and amended into two facilities on
March 14, 2001 (Facility 1--Canadian $90 million due June 30, 2004 and Facility
2--Canadian $45.8 million due 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 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 credit
agreement was terminated in connection with the issuance of the Units (as
described below).
21
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 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 most documents related
thereto have been terminated and are of no further force and effect.
Jofa AB, our Swedish subsidiary, has 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 (approximately
$11.2 million). The facility is collateralized by the assets of Jofa AB, bears
interest at a rate of STIBOR (currently 3.2 %) plus 0.90%, matures on December
31, 2003 and is renewable annually. Total borrowings as at December 31, 2002
were nil and $2.2 million as at June 30, 2003 (excluding $1.6 million and $0.3
million of letters of credit outstanding, 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, Jofa AB
entered into a separate credit agreement with Nordea Bank in May, 2000 to borrow
SEK 10 million, or approximately $1.2 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%. The balance of this loan was repaid
on March 3, 2003.
Effective July 10, 2001, KHF Finland Oy, our Finnish subsidiary,
entered into a credit agreement with Nordea Bank in Finland. The maximum amount
of loans and letters of credit that may be outstanding under the agreement is
EUR 2.4 million (approximately $2.7 million). The facility bears interest at a
rate of EURIBOR (2.15% at June 30, 2003) plus 0.9%. Total borrowings as at
December 31, 2002 and June 30, 2003 were nil. Management believes that the
credit agreement will be renewed or refinanced upon maturity.
Cash used in operating activities during the six months ended June 30,
2003 was $14.1 million compared to $13.9 million in the first six months of
2002. Net income was $6.8 million in the six months ended June 30, 2003 compared
to a net loss of $2.7 million in the first six months of 2002. EBITDA was $20.5
million for the six months ended June 30, 2003 compared to $10.2 million in the
first six months of 2002. Inventory increased by $22.0 million from December 31,
2002 to June 30, 2003, the build-up is in line with the seasonal nature of our
business as our peak shipping months are in the third quarter. Accounts
receivable were higher by $8.2 million from December 31, 2002 due to the higher
sales in the first half of the year. Accounts payable and accrued liabilities
are higher mainly due to receiving extended terms from suppliers. Cash used in
investing activities during the six months ended June 30, 2003 was $29.4 million
compared to $0.6 million used in the first six months of 2002, primarily due to
$30.0 million royalty pre-payment under the New NHL License Agreement.
Cash provided by financing activities during the six months ended June
30, 2003, was $31.4 million compared to $13.7 million in the first six months of
2002. The variance is mainly due to the proceeds from the initial public
offering,
22
which closed on June 11, 2003, and the investment by our parent company to
finance the repurchase of the 13% Pay-In-Kind Preferred Stock and the New NHL
License Agreement.
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 facilities 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 the NHL, CHL, and
certain professional players and teams, an endorsement fee in exchange for the
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 the repayment of our
Secured Notes in 2009:
(In thousands)
2003 $ 16,687
2004 15,620
2005 7,165
2006 to 2008 2,525
2009 125,000
--------
$166,997
========
The above reflects the Current NHL License Agreement expiring in 2005.
With the implementation of the New License Agreement following the pre-payment
of royalties of $30.0 million from the proceeds of the Offering (as described
below) the 2004 commitments for the New NHL License Agreement would decrease by
approximately $1.5 million, the 2005 commitments would increase by approximately
$3.5 million, and commitments for each of the next eight years would be
approximately $10.0 million.
RESTRUCTURING RESERVES
In October 2002, we decided to close three of our North American
manufacturing units effective December 2002 in order to reduce excess capacity
and achieve greater operating efficiencies. Approximately 160 employees were
affected by this decision, of which approximately 50 are from the apparel
segment. Accordingly, the Company set up a restructuring reserve of
approximately $2.1 million, of which approximately $1.3 million is to cover the
cost of severance packages to affected employees, with the remainder
representing other closure costs. There were no balances outstanding as at June
30, 2003 (December 31, 2002 - $0.9 million).
INITIAL PUBLIC OFFERING
On June 11, 2003, The Hockey Company Holdings Inc. (the "Corporation"),
our parent company closed on its initial public offering for the issue of
4,500,000 common shares (the "Offering") for proceeds of $47.2 million (Cdn$64.1
million) net of issue fees and expenses of approximately $5.8 million (Cdn$7.8
million). On July 11, 2003, the underwriters exercised their over-allotment
option, which resulted in the issuance of an additional 429,200 common shares
for proceeds of $4.6 million (Cdn$6.4 million), net of issue costs of $0.4
million (Cdn$0.5 million). The Corporation participated in a reorganization with
us whereby the Corporation, which had incorporated Hockey Merger Co. ("Subco")
on February 24, 2003, and Subco entered into a merger agreement on April 2, 2003
with us whereby, Subco merged into us, and the Corporation, through Subco,
received all of our outstanding voting common stock. Each existing holder of
common stock received one share of our non-voting exchangeable common stock (the
"Exchangeable Shares") for each share of common stock held. Each holder of an
Exchangeable Share has the right to exchange one Exchangeable Share for one
common share of the Corporation, subject to certain adjustments in the event,
among others things, of stock splits or similar events. The delivery of the
common shares upon exercise of the Put Right shall be subject to applicable U.S.
securities laws and the common shares may not be delivered to a U.S. holder
until either a registration statement is filed by the Corporation with the SEC
and declared effective by the SEC in order to register the Common Shares or a
private placement by the Corporation is completed in accordance with U.S.
securities laws. We have accounted for the merger as a continuity of The Hockey
23
Company as a transaction between related parties and, accordingly, the
consolidated financial statements of the Corporation will be prepared using the
historical cost basis as though both the Corporation and The Hockey Company had
been combined since inception.
NEW NHL LICENSE AGREEMENT
On March 28, 2003, we, the Corporation and certain of our subsidiaries entered
into a new ten-year license agreement ("New NHL License Agreement") with the
NHL, which became effective upon pre-payment of certain royalties in the amount
of $30.0 million from the Offering. In addition, the Corporation granted to the
NHL an option to purchase 75,000 shares at $11.77 per share (Cdn$16.00 per
share). Under the term of the New NHL License Agreement, the prepaid NHL royalty
and the fair value of the options will be expensed over the terms of the
agreement based on the schedule of royalty payments.
NEW ACCOUNTING PRONOUNCEMENTS
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 SFAS No. 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 has to 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 have
adopted this Statement on January 1, 2003 upon which the loss on early
extinguishment of debt incurred in the quarter ended June 30, 2002 has been
reclassified in accordance with the issued SFAS No. 145.
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. We have
adopted SFAS No. 146 and will apply these rules on exit and disposal
activities initiated after December 31, 2002. There were no exit or disposal
activities initiated during the quarter ended June 30, 2003.
In November 2002, FASB issued Interpretation No. 45, GUARANTOR'S
ACCOUNTING AND DISCLOSURE REQUIREMENTS FOR GUARANTEES, INCLUDING INDIRECT
GUARANTEES OF INDEBTEDNESS OF OTHERS ("FIN 45"), which requires certain
guarantees to be recorded at fair value and increases the disclosure
requirements for guarantees even if the likelihood of making any payments under
the guarantee is remote. The increased disclosure requirements are effective for
fiscal years ending after December 15, 2002 and have been adopted by the Company
in the consolidated financial statements for the year ended December 31, 2002.
The provision of FIN 45 relating to initial recognition and measurement are
applicable on a prospective basis to guarantees issued or modified after
December 31, 2002. We adopted these provisions of FIN 45 for guarantees issued
or modified after December 31, 2002 on January 1, 2003 and no significant
transition adjustment resulted from its adoption.
On April 30, 2003, FASB issued SFAS No. 149, AMENDMENT OF SFAS 133 ON
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES. This statement is intended to
result in more consistent reporting of contracts as either freestanding
derivative instrument subject to SFAS No. 144 in its entirety or as hybrid
instruments with debt host contracts and embedded derivative features. SFAS No.
149 is effective for contracts entered into or modified after June 30, 2003 and
hedging relationships designated after June 30, 2003. However, the provisions of
SFAS No. 149 that merely represent the codification of previous Derivatives
Implementation Group decisions are already effective and should continue to be
applied in accordance with their prior respective effective dates. We will apply
the recommendation of SFAS No. 149 for future contracts and hedging
relationships, if any, and believes the impact of this statement will not
significantly affect its financial position and results of operations.
24
On May 15, 2003, FASB issued SFAS No. 150, ACCOUNTING FOR CERTAIN
FINANCIAL INSTRUMENTS WITH CHARACTERISTICS OF BOTH LIABILITIES AND EQUITY. This
Statement establishes standards for classifying and measuring as liabilities
certain financial instruments that embody obligations of the issuer and have
characteristics of both liabilities and equity. SFAS No. 150 represents a
significant change in practice in the accounting for a number of financial
instruments, including mandatorily redeemable equity instruments and certain
equity derivatives that frequently are used in connection with share repurchase
programs. SFAS No. 150 is effective for all financial instruments created of
modified after May 31, 2003 and to other instruments at the beginning of the
first interim period beginning after June 15, 2003. We will apply the
recommendations of SFAS No. 150 for the quarter ending September 30, 2003.
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. However, fifty percent of the
Notes debt is held by a Canadian subsidiary. Included in our results is a
foreign exchange impact of $8.4 million of which $10.0 million resulted from
the translation of our U.S. dollar denominated long term debt, 50% of which
is held by our Canadian Subsidiary Sport Maska Inc. Fluctuation in the
Canadian dollar against the U.S. dollar can give rise to significant
volatility in net income.
We are also exposed to foreign exchange fluctuations due to
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 six months of
2003 would have been $0.3 million, $0.1 million and less than $0.1 million,
respectively. We also have operating expenses in each of these currencies,
which would mitigate the impact of such foreign exchange variation on cash
flows from operations. Further, a 1% variation in the Canadian dollar versus
the U.S. dollar would have an effect of approximately $0.7 million on
translation of our long-term debt for the entire year given that 50% of the
debt is held by the Canadian operating company.
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. As we hold either long-term or operating debt
facilities denominated in the currencies of our European subsidiaries, our
equity investment 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 credit facilities have a variable
interest rates and thus a 1% variation in the interest rate on our borrowing
base for the year will cause approximately $0.5 million increase or decrease
in interest expense.
ITEM 4. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures
The Company's management, with the participation of the Company's Chief
Executive Officer and Chief Financial Officer, evaluated the effectiveness of
the Company's disclosure controls and procedures as of the end of the period
covered by this report. Based on that evaluation, the Chief Executive Officer
and Chief Financial Officer concluded that the Company's disclosure controls and
procedures as of the end of the period covered by this report were designed and
were functioning effectively to provide reasonable assurance that the
information required to be disclosed by the Company in reports filed under the
Securities Exchange Act of 1934 is recorded, processed, summarized and reported
within the time periods specified in the SEC's rules and forms. The Company
believes that a controls system, no matter how well designed and operated,
cannot provide absolute assurance that the objectives of the controls system are
met, and no evaluation of controls can provide absolute assurance that all
control issues and instances of fraud, if any, within a company have been
detected.
(b) Changes in Internal Controls
25
No change in the Company's internal control over financial reporting
occurred during the Company's most recent fiscal quarter that has materially
affected, or is reasonably likely to materially affect, the Company's internal
control over financial reporting.
26
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.
The Company entered into a merger agreement on April 2, 2003 with Hockey Merger
Co. ("Hockey Merger Co."), a Delaware corporation and wholly-owned subsidiary of
The Hockey Company Holdings Inc. ("Holdings"), and Holdings pursuant to which
Hockey Merger Co. agreed to merge with and into the Company, with the Company as
the surviving corporation (the "Merger").
On June 11, 2003, the Merger was consummated and, pursuant to the terms
of the Merger, each issued and outstanding share of voting common stock of the
Company was converted into one share of non-voting exchangeable common stock of
the Company, par value $.01 per share (the "Exchangeable Shares"). The
Exchangeable Shares rank PARI PASSU with the voting common stock of the Company
(now held by Holdings) with respect to dividend rights and have the right to
economically equivalent distributions as the voting common stock on liquidation,
winding-up or dissolution but rank junior to any series of preferred stock
established by the board of directors of the Company. The Exchangeable Shares
are non-transferable, except to certain permitted transferees and to Holdings in
exchange for common shares. The holders of the Exchangeable Shares have the
right, at any time, to require Holdings to purchase any or all of the
Exchangeable Shares registered in the name of such holder (the "Put Right") in
exchange for common shares, on a one-for-one basis, for each Exchangeable Share
presented for purchase, subject to certain adjustments in the event, among other
things, of stock splits or similar events. The delivery of the common shares
upon exercise of the Put Right is subject to applicable U.S. securities laws and
the common shares may not be delivered until either a registration statement is
filed by Holdings with the SEC and declared effective by the SEC in order to
register the common shares or a private placement by Holdings is completed in
accordance with U.S. securities laws. The holder, upon exercise of the Put
Right, will also receive any declared and unpaid dividends on the Exchangeable
Shares presented for purchase. The Exchangeable Shares are also subject to a
call right of Holdings at the option of Holdings, which shall be no earlier
than the fifth anniversary date of the closing of the Offering, unless there are
fewer than 20% of the Exchangeable Shares issued as of the date of closing of
the Offering outstanding (other than Exchangeable Shares held by Holdings or any
of its affiliates). The Exchangeable Shares have no voting rights other than
those rights received under the Voting and Exchange Trust Agreement, dated as of
June 11, 2003, among the Company, Holdings and Computershare Trust Company of
Canada.
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.
2.1 Agreement and Plan of Merger, dated April 2, 2003, among The
Hockey Company Holdings Inc., Hockey Merger Co. and the
Company.
3.1 Certificate of Merger, including the Amended and Restated
Certificate of Incorporation, dated June 10, 2003.
27
THE HOCKEY COMPANY
PART II
OTHER INFORMATION
4.1 First Supplemental Indenture, dated May 22, 2003, among the
Company, Sport Maska Inc., the Guarantors as defined therein
and The Bank of New York, as Trustee.
4.2 Second Supplemental Indenture, dated May 22, 2003, among the
Company, Sport Maska Inc., the Guarantors as defined therein
and The Bank of New York, as Trustee.
9.1 Voting and Exchange Trust Agreement, dated June 11, 2003,
among the Company, The Hockey Company Holdings Inc. and
Computershare Trust Company of Canada.
10.1 First Amendment to Pledge and Security Agreement, dated May
22, 2003, among the Company, the Subsidiaries party thereto
and The Bank of New York, as Collateral Agent.
10.2 Exchangeable Share Support Agreement, dated June 11, 2003,
between the Company and The Hockey Company Holdings Inc.
10.3 Letter Agreement, dated March 28, 2003, among NHL
Enterprises, L.P., NHL Enterprises Canada, L.P., NHL
Enterprises B.V., Sport Maska Inc., Maska U.S., Inc., Jofa
AB, KHF Finland Oy, the Company and The Hockey Company
Holdings Inc.
31.1 Certification of Chief Executive Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002, as amended.
31.2 Certification of Chief Financial Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002, as amended.
32.1 Certification of Chief Executive Officer pursuant to 18
U.S.C. section 1350, as added by Section 906 of the
Sarbanes-Oxley Act of 2002, as amended.
32.2 Certification of Chief Financial Officer pursuant to 18
U.S.C. section 1350, as added by Section 906 of the
Sarbanes-Oxley Act of 2002, as amended.
(b) Reports on Form 8-K.
On April 8, 2003, the Company issued a report on Form 8-K
regarding the proposed initial public offering in Canada of
The Hockey Company Holdings Inc. and the related merger, the
resignation of two directors and the execution of a new NHL
license agreement.
On June 12, 2003, the Company issued a report on Form 8-K
regarding the closing of the initial public offering in Canada
of The Hockey Company Holdings Inc. and the related merger.
28
SIGNATURES
Pursuant to the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
THE HOCKEY COMPANY
(REGISTRANT)
By: /S/ ROBERT A. DESROSIERS
------------------------------------------------------
Name: Robert A. Desrosiers
Title: Chief Financial Officer and Vice President,
Finance and Administration
Date: August 12, 2003