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 September 30, 2003
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________________ to ___________________________
Commission file number 0 - 19596
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THE HOCKEY COMPANY
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(Exact name of registrant as specified in its charter)
Delaware 13-36-32297
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
3500 Boul. de Maisonneuve, Suite 800, Montreal, Quebec, Canada H3Z 3C1
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (514) 932-1118
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Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15 (d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES X NO ______
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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
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APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Section 12, 13 or 15 (d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities
under the plan confirmed by the court.
YES X NO _________
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APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Class Outstanding at November 6, 2003
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Voting Common Stock, 4,929,200
$.01 par value
Non-voting Exchangeable Common Stock, $.01 par value 7,040,523
PAGE NO.
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Unaudited Consolidated Balance Sheets at September 30, 2003 and December 31, 2002 1
Unaudited Consolidated Statements of Operations for the Three and
Nine Months ended September 30, 2003 and for the Three and Nine
Months ended September 30, 2002 2
Unaudited Consolidated Statements of Comprehensive Income for the
Three and Nine Months ended September 30, 2003 and for the Three and
Nine Months ended September 30, 2002 3
Unaudited Consolidated Statements of Cash Flows for the Nine Months ended September 30,
2003 and for the Nine Months ended September 30, 2002 4
Notes to Unaudited Consolidated Financial Statements 5
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 20
Item 3. Quantitative and Qualitative Disclosures about Market Risk 26
Item 4. Controls and Procedures 27
PART II OTHER INFORMATION
Item 1. Legal Proceedings 28
Item 2. Changes in Securities 28
Item 3. Defaults Upon Senior Securities 28
Item 4. Submission of Matters to a Vote of Security Holders 28
Item 5. Other Information 28
Item 6. Exhibits and Reports on Form 8-K 28
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 Sept. 30, 2003
ASSETS
Current assets
Cash and cash equivalents $ 19,484 $ 8,650
Accounts receivable, net 56,986 91,439
Inventories (Note 2) 44,354 58,808
Prepaid expenses and other receivables 4,802 3,650
Deferred income taxes 8,080 7,665
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Total current assets 133,706 170,212
Property, plant and equipment, net of accumulated depreciation
($20,241 and $26,292, respectively) 15,318 14,784
Goodwill and excess re-organization intangible (Note 3A) 65,348 69,323
Intangible - Prepaid NHL Royalty (Note 3B) - 30,882
Other assets 8,581 7,915
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Total assets $ 222,953 $ 293,116
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LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Short-term borrowings $ - $ 6,358
Accounts payable 8,312 9,521
Accrued liabilities 14,442 21,360
Accrued restructuring expense (Note 9) 1,085 -
Income taxes payable 4,825 7,681
Current portion of long-term debt 288 -
--------------------------------------
Total current liabilities 28,952 44,920
Long-term debt (Note 4) 123,866 123,887
13% Pay-In-Kind preferred stock (Note 1B) 11,715 -
Accrued dividends payable (Note 1B) 8,155 -
Loan payable to Parent Company - 10,000
Deferred income taxes and other long-term liabilities 2,056 3,160
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Total liabilities 174,744 181,967
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Stockholders' equity (Note 1B)
Common stock, voting, par value $0.01 per share, 12,000,000 shares
authorized, 7,040,523 and 4,929,200 shares issued and
outstanding at December 31, 2002 and September 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 September 30, 2003, respectively - 70
Warrants for Exchangeable Shares, nil and 159,127 issued and
outstanding at December 31, 2002 and September 30, 2003,
respectively - 1,665
Common stock purchase warrants, 159,127 and nil issued and outstanding
at December 31, 2002 and September 30, 2003, respectively 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 September 30, 2003, respectively - -
Additional paid-in capital - Common stock 69,965 69,965
Additional paid-in capital - Exchangeable shares - 42,456
Deficit (20,303) (7,630)
Accumulated other comprehensive (loss) income (Note 11) (3,188) 4,578
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Total stockholders' equity 48,209 111,149
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Total liabilities and stockholders' equity $ 222,953 $ 293,116
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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)
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For the Three For the Nine
Months ended Months ended
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Sept. 30, 2002 Sept. 30, 2003 Sept. 30, 2002 Sept. 30, 2003
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Net sales $ 72,696 $ 81,119 $ 151,424 $ 171,227
Cost of goods sold 40,769 45,367 84,340 94,345
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Gross profit 31,927 35,752 67,084 76,882
Selling, general and administrative expenses 17,104 19,894 46,589 52,873
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Operating income 14,823 15,858 20,495 24,009
Other (income) expense, net 269 53 198 (1,550)
Interest expense 4,355 4,336 11,436 12,516
Foreign exchange loss (gain) 2,443 (1,296) 173 (9,710)
Loss on early extinguishment of debt - - 3,265 -
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Income before income taxes 7,756 12,765 5,423 22,753
Income taxes (Note 3A) 4,374 4,880 4,742 8,087
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Net Income 3,382 7,885 681 14,666
Preferred stock dividends (Note 1B) 594 - 1,782 1,211
Accretion of 13% Pay-In-Kind preferred stock (Note 1B) 29 - 117 784
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Net income (loss) attributable to common stockholders $ 2,759 $ 7,885 $ (1,218) $ 12,671
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Basic earnings (loss) per share (Notes 5 & 6) 0.38 0.65 (0.17) 1.38
Diluted earnings (loss) per share (Notes 5 & 6) 0.38 0.64 (0.17) 1.35
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)
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For the Three For the Nine
Months ended Months ended
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Sept. 30, 2002 Sept. 30, 2003 Sept. 30, 2002 Sept. 30, 2003
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Net income $ 3,382 $ 7,885 $ 681 $ 14,666
Foreign currency translation adjustments (1,241) (1,156) 2,159 7,766
(Note 11)
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Net comprehensive income $ 2,141 $ 6,729 $ 2,840 $ 22,432
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The accompanying notes are an integral part of the unaudited
consolidated financial statements.
3
THE HOCKEY COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In thousands)
For the Nine For the Nine
Months ended Months ended
Sept. 30, 2002 Sept. 30, 2003
-----------------------------------
OPERATING ACTIVITIES:
Net income $ 681 $ 14,666
Adjustments to reconcile net income to net cash used in operating
activities:
Depreciation and amortization 2,801 3,047
Amortization of deferred financing costs and debt 1,256 1,129
Deferred income taxes 2,477 2,322
Gain on sale of property, plant and equipment - (538)
Loss on early extinguishment of debt 3,265 -
Gain (loss) on foreign exchange 466 (8,994)
Change in operating assets and liabilities:
Accounts receivable (30,630) (28,806)
Inventories (8,365) (6,629)
Prepaid expenses 2,420 1,349
Accounts payable and accrued liabilities 8,411 5,610
Income taxes payable 200 2,048
-----------------------------------
Net cash used in operating activities (17,018) (14,796)
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INVESTING ACTIVITIES:
Prepayment of intangibles - NHL Royalty - (30,112)
Acquisition (Note 10) - (1,030)
Purchases of property, plant and equipment (1,121) (1,327)
Proceeds from sale of property, plant and equipment - 1,394
-----------------------------------
Net cash used in investing activities (1,121) (31,075)
-----------------------------------
FINANCING ACTIVITIES:
Net change in short-term borrowings (11,490) 5,714
Deferred financing costs (7,380) (287)
Proceeds from long-term debt 123,866 -
Principal payments on debt (86,515) (452)
Loan payable to Parent Company - 10,000
Increase in paid-in capital from shares issued by Parent - 41,721
company
Issuance of common stock - 45
Redemption of 13% Pay-In-Kind preferred stock including
accrued dividends - (21,866)
Issuance of warrants 5 -
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Net cash provided by financing activities 18,486 34,875
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Effects of foreign exchange rate changes on cash 517 162
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Decrease in cash and cash equivalents 864 (10,834)
Cash and cash equivalents at beginning of period 6,503 19,484
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Cash and cash equivalents at end of period $ 7,367 $ 8,650
-----------------------------------
-----------------------------------
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 include 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, Canada
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") completed 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 for proceeds of $37,075
(Cdn$50,381). 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 $4,691 (Cdn$6,387), net of issue fees and expenses 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 for proceeds of
$4691(Cdn$6387).
THC Holdings' common shares are listed on the Toronto Stock Exchange under the
symbol "HCY".
On 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
5
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE DATA)
(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 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 terminated 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,
6
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE DATA)
terms of redemption, redemption prices, liquidation preferences and the
number of shares constituting any series, without further vote or action by the
stockholders.
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 which includes the reclassification of amortization of
deferred financing costs to interest expense on the Consolidated Statement of
Operations.
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.
7
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE DATA)
In July 2002, FASB issued SFAS No. 146, ACCOUNTING FOR COSTS ASSOCIATED
WITH EXIT OR DISPOSAL ACTIVITIES, which addresses financial accounting and
reporting for costs associated with exit or disposal activities and nullifies
EITF Issue No. 94-3 "LIABILITY RECOGNITION FOR CERTAIN EMPLOYEE TERMINATION
BENEFITS AND OTHER COSTS TO EXIT AN ACTIVITY (INCLUDING CERTAIN COSTS
INCURRED IN A RESTRUCTURING)". SFAS No. 146 requires that a liability for a
cost associated with an exit or disposal activity be recognized at the time
when the liability is incurred. SFAS No. 146 eliminates the definition and
requirement for recognition of exit costs at the date of an entity's
commitment to an exit plan in Issue 94-3. The Company 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 nine months ended September 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 September 30, 2003
and hedging relationships designated after September 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 adopted the
recommendations of SFAS No. 150 for the quarter ending September 30, 2003, and
as a result has reclassified the 13% Pay-In-Kind Preferred Stock as 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
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Balance, at January 1................... $ 941 $ 1,180
Warranties accrued during the period.... 1,873 1,375
Settlements made during the period...... (831) (1,505)
Translation adjustments................. 7 90
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Balance, at September 30................ $ 1,990 $ 1,140
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8
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE DATA)
2. INVENTORIES
Inventories consist of:
December 31, 2002 September 30, 2003
----------------------------------------
Finished products $ 33,336 $ 44,702
Work in process 2,188 2,991
Raw materials and supplies 8,830 11,115
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$ 44,354 $ 58,808
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3A. GOODWILL AND EXCESS RE-ORGANIZATION INTANGIBLE
Goodwill and excess re-organization intangible consist of:
December 31, 2002 September 30, 2003
----------------------------------------
Goodwill $ 43,522 $ 47,851
Excess re-organization intangible 21,826 21,472
----------------------------------------
$ 65,348 $ 69,323
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----------------------------------------
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 re-organizational 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 re-organizational value in excess of amounts allocable to
identifiable assets in the amount of $1,295 has been reflected as a provision in
lieu of income taxes in the Company's Consolidated Statement of Operations for
the nine months ended September 30, 2003, of which $714 was recorded in the
three months ended September 30, 2003.
Realization of deferred assets is dependant on future earnings, the timing and
amounts of which are uncertain. Accordingly, the non-current deferred tax assets
composed of net operating loss and investment tax credit carry-forwards have
been offset by a valuation allowance in the nine months ended September 30, 2002
and 2003. The valuation allowance on the current deferred tax assets decreased
by approximately $11,358 and as a result, the Company's effective tax rate has
changed from 87% in the nine months ended September 30, 2002 to 36% in the nine
months ended September 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
The peak borrowings under the GECC agreement were $21.9 and $12.8 million
in the nine months ended September 30, 2002 and 2003, respectively.
9
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE DATA)
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.
5. EARNINGS PER SHARE
INCOME (LOSS) PER SHARE FOR THE THREE AND NINE MONTH PERIODS IS AS FOLLOWS:
------------------------------------------------------------------------------------------------------------------------------------
For the Three Months ended For the Nine Months ended
------------------------------------------------------------------------------------------------------------------------------------
September 30, 2002 September 30, 2003 September 30, 2002 September 30, 2003
------------------------------------------------------------------------------------------------------------------------------------
Basic Diluted Basic Diluted Basic Diluted Basic Diluted
------------------------------------------------------------------------------------------------------------------------------------
Net income (loss)
attributable to common
stockholders $ 2,759 $ 2,759 $ 7,885 $ 7,885 $ (1,218) $ (1,218) $ 12,671 $ 12,671
------------------------------------------------------------------------------------------------------------------------------------
Weighted average common and
common equivalent shares
outstanding:
------------------------------------------------------------------------------------------------------------------------------------
Common stock, voting
and non-voting 7,040,523 7,040,523 11,918,406 11,918,406 6,860,532 6,860,532 8,997,538 8,997,538
------------------------------------------------------------------------------------------------------------------------------------
Common equivalent
shares (a) 158,891 158,891 158,998 380,850 338,616 338,616 158,998 380,850
------------------------------------------------------------------------------------------------------------------------------------
Total weighted average
common and common
equivalent shares
outstanding 7,199,414 7,199,414 12,077,404 12,299,256 7,199,148 7,199,148 9,156,536 9,378,388
------------------------------------------------------------------------------------------------------------------------------------
Net income (loss) per $ $
common share (b) $ 0.38 $ 0.38 $ 0.65 $ 0.64 (0.17) (0.17) $ 1.38 $ 1.35
------------------------------------------------------------------------------------------------------------------------------------
(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. For the three and nine months ended September 30,
2002, 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. For the
three and nine months ended September 30, 2003, the Company used the
average market price of its Parent Company's common stock during the
period to value its common stock.
(c) Options to purchase 376,110 Common Stock, Non Voting and 1,322,222 Common
Stock, Voting were outstanding at September 30, 2003 and 2002,
respectively, 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, prior to the corporate reorganization as described in Note 1B,
30,000 additional stock options exercisable for the Company's Common Stock,
voting were granted to employees at an average exercise price of $8.50 per share
and 15,000 stock options were forfeited. Subsequent to the corporate
reorganization as described in note 1B, all outstanding stock options of the
Company were converted to be exercisable for the Company's Common Stock,
non-voting.
Subsequent to the corporate reorganization, 15,000 stock options of the
Parent Company were granted to employees of the Company at an average exercise
price of $8.50 per share. The Company applies APB Opinion No. 25 and related
Interpretations in accounting for employee stock options. Accordingly, no
compensation cost has been recognized.
10
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE DATA)
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, including stock options granted by the Parent Company.
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 0.8; and a
weighted-average expected life of the option of 8.2 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.
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 Nine Months ended
--------------------------------------------------------------
September 30, September 30, September 30, September 30,
2002 2003 2002 2003
--------------------------------------------------------------
Net income, as reported $ 3,382 $ 7,885 $ 681 $ 14,666
DEDUCT: Total stock-based employee compensation expense
determined under fair value based method for all awards, net
of related tax effects 85 84 223 249
--------------------------------------------------------------
Pro forma net income $ 3,297 $ 7,801 $ 458 $ 14,417
--------------------------------------------------------------
Pro forma net income (loss) attributable to common
stockholders $ 2,674 $ 7,801 $ (1,441) $ 12,422
--------------------------------------------------------------
Income (loss) per share:
Basic, as reported $ 0.38 $ 0.65 $ (0.17) $ 1.38
Basic, pro forma $ 0.37 $ 0.65 $ (0.20) $ 1.36
Diluted, as reported $ 0.38 $ 0.64 $ (0.17) $ 1.35
Diluted, pro forma $ 0.37 $ 0.63 $ (0.20) $ 1.32
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 2001 taxation years, which includes transfer
pricing and other matters. It is not possible at this time to determine the
amount of the liability that may arise as a result of this audit and the actual
assessment may differ significantly from management's current estimate.
11
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE DATA)
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,
goodwill and excess reorganizational value and intangible - prepaid NHL royalty.
INFORMATION ABOUT SEGMENT PROFIT OR LOSS AND SEGMENT ASSETS
2002
Equipment Apparel Segment Total
-------------------------------------------------------------------------------------------
For the For the For the For the For the For the
Three Nine Three Nine Three Nine
Months ended Months ended Months ended Months ended Months ended Months ended
Sept. 30 Sept. 30, Sept. 30, Sept. 30, Sept. 30, Sept. 30,
2002 2002 2002 2002 2002 2002
-------------------------------------------------------------------------------------------
Net sales $ 49,166 $ 105,439 $ 23,530 $ 45,985 $ 72,696 $ 151,424
Gross profit 19,976 44,350 11,951 22,734 31,927 67,084
Inventory 31,190 31,190 21,043 21,043 52,233 52,233
Goodwill and excess
reorganizational intangible 58,891 58,891 7,674 7,674 66,565 66,565
2003
Equipment Apparel Segment Total
-------------------------------------------------------------------------------------------
For the For the For the For the For the For the
Three Nine Three Nine Three Nine
Months ended Months ended Months ended Months ended Months ended Months ended
Sept. 30 Sept. 30, Sept. 30, Sept. 30, Sept. 30, Sept. 30,
2003 2003 2003 2003 2003 2003
-------------------------------------------------------------------------------------------
Net sales $ 56,582 $ 125,983 $ 24,537 $ 45,244 $ 81,119 $ 171,227
Gross profit 23,494 54,323 12,258 22,559 35,752 76,882
Inventory 37,042 37,042 21,766 21,766 58,808 58,808
Goodwill and excess
re-organizational intangible 62,237 62,237 7,086 7,086 69,323 69,323
Intangible - Prepaid NHL Royalty - - 30,882 30,882 30,882 30,882
12
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE DATA)
SEGMENT ASSETS DECEMBER 31, SEPTEMBER 30,
2002 2003
--------------------------------------------------------------------------------------------------------
Total assets for reportable segments............................... $ 109,702 $ 159,013
Unallocated amounts:
Cash............................................................. 19,484 8,650
Account receivable............................................... 56,986 91,439
Prepaid expenses and other receivables........................... 4,802 3,650
Deferred income taxes............................................ 8,080 7,665
Property, plant and equipment, net............................... 15,318 14,784
Other assets, net................................................ 8,581 7,915
---------- -----------
TOTAL ASSETS....................................................... $ 222,953 $ 293,116
---------- -----------
---------- -----------
RECONCILIATION OF SEGMENT PROFIT OR LOSS
---------------------------------------------------------------------------
For the Three For the Nine
Months ended Months ended
---------------------------------------------------------------------------
Sept. 30, 2002 Sept. 30, 2003 Sept. 30, 2002 Sept. 30, 2003
--------------------- ------------------ ----------------- ------------------
Gross profit $ 31,927 $ 35,752 $ 67,084 $ 76,882
Unallocated amounts:
Selling, general and administrative expenses 17,104 19,894 46,589 52,873
Other (income) expense, net 269 53 198 (1,550)
Interest expense 4,355 4,336 11,436 12,516
Foreign exchange loss (gain) 2,443 (1,296) 173 (9,710)
Loss on early extinguishment of debt - - 3,265 -
--------------------- ------------------ ----------------- ------------------
Income before income taxes $ 7,756 $ 12,765 $ 5,423 $ 22,753
--------------------- ------------------ ----------------- ------------------
--------------------- ------------------ ----------------- ------------------
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 $2,100, of which approximately $1,300 was to cover the cost of
severance packages to affected employees, with the remainder representing other
closure costs. There were no balances outstanding as at September 30, 2003
(December 31, 2002 - $900).
10. ACQUISITION
On August 21, 2003, the Company, through its wholly-owned subsidiary
Sport Maska Inc., acquired all of the issued and outstanding shares of Roger
Edwards Sport Ltd. for a cash consideration of $1,071 (Cdn$1,500) (of which $71
(Cdn$100) is included in accounts payable as at September 30, 2003) and an
annual cash earn-out based on results of the division over the period of January
1, 2004 to December 31, 2006. The cumulative earn-out is not to exceed $1,071
(Cdn$1,500).. The acquisition was accounted for using the purchase method and
the excess of purchase price over net book value as at September 30, 2003
amounted to $800 (Cdn$1,120). The results of Roger Edwards Sport Ltd.'s
operations have been included in the Company's consolidated financial statements
since that date.
13
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE DATA)
11. FOREIGN CURRENCY
The movement in the accumulated other comprehensive (loss) income of
$7,766, reported as a component of the stockholders' equity is explained by the
appreciation of the Canadian Dollar ("CAD"), Swedish krona ("SEK") and Euro
("EUR") in 2003. The exchange rate was 1.355 CAD for 1 USD, 7.80 SEK for 1 USD
and 0.871 EUR for 1 USD as at September 30, 2003 and 1.579 CAD for 1 USD, 8.69
SEK for 1 USD and 0.95 EUR for 1 USD as at December 31, 2002.
12. 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.
14
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE DATA)
AS AT SEPTEMBER 30, 2003 The Hockey Sport Maska Inc. Guarantors Other/ TOTAL
Company Eliminations
------------------------------------------------------------------------------------
ASSETS
Cash and cash equivalents $ 1 $ - $ 2,925 $ 5,724 $ 8,650
Accounts receivable, net - 39,776 46,989 4,674 91,439
Inventories - 43,509 14,854 445 58,808
Prepaid expenses and other receivables - 2,178 1,345 127 3,650
Deferred Income taxes 420 541 6,704 - 7,665
Intercompany accounts 93,236 27,664 1,979 (122,879) -
------------------------------------------------------------------------------------
Total current assets 93,657 113,668 74,796 (111,909) 170,212
Property, plant and equipment, net of
accumulated depreciation - 11,256 1,860 1,668 14,784
Intangible and other assets - 29,892 21,253 18,178 69,323
Intangible - Prepaid NHL Royalty - 9,256 21,626 - 30,882
Other assets 2,096 2,093 20,643 (16,917) 7,915
Investments in subsidiaries 66,445 - 41,123 (107,568) -
Intercompany accounts 11,092 - 25,000 (36,092) -
------------------------------------------------------------------------------------
Total assets $ 173,290 $ 166,165 $ 206,301 $ (252,640) $ 293,116
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Short term borrowings $ - $ 1,680 $ 4,678 $ - $ 6,358
Accounts payable and accrued liabilities 3,241 15,690 9,927 2,023 30,881
Income taxes payable - 6,102 1,169 410 7,681
Intercompany accounts 1,123 12,728 115,221 (129,072) -
------------------------------------------------------------------------------------
Total current liabilities 4,364 36,200 130,995 (126,639) 44,920
Long-term debt 36,913 61,913 25,061 - 123,887
Loan payable to Parent company - 10,000 - - 10,000
Deferred income taxes and other long-term
liabilities - 4,005 1,617 (2,462) 3,160
Intercompany accounts 25,000 - 11,092 (36,092) -
------------------------------------------------------------------------------------
Total liabilities 66,277 112,118 168,765 (165,193) 181,967
------------------------------------------------------------------------------------
Stockholders' equity
Common stock, par value $0.01 per share 45 39,190 5,129 (44,319) 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 42,456 - 15,209 (15,209) 42,456
Retained earnings (Deficit) (7,630) 14,439 (4,120) (10,319) (7,630)
Accumulated other comprehensive income 442 418 1,974 1,744 4,578
------------------------------------------------------------------------------------
Total stockholders' equity 107,013 54,047 37,536 (87,447) 111,149
------------------------------------------------------------------------------------
Total liabilities and stockholders' equity $ 173,290 $ 166,165 $ 206,301 $ (252,640) $ 293,116
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
15
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE DATA)
------------------------------------------------------------------------------------
The Hockey Sport Maska Inc. Guarantors Other/ TOTAL
Company Eliminations
------------------------------------------------------------------------------------
AS AT DECEMBER 31, 2002
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 and 13% Pay-in-Kind Preferred
Stock 48,548 61,833 25,200 - 135,581
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 84,826 88,041 145,797 (143,920) 174,744
------------------------------------------------------------------------------------
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
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
16
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE DATA)
The Hockey Sport Maska Inc. Guarantors Other/ TOTAL
FOR THE NINE MONTHS ENDED Company Eliminations
SEPTEMBER 30, 2003
------------------------------------------------------------------------------------
Net sales $ - $ 103,059 $ 98,208 $ (30,040) $ 171,227
Cost of goods sold - 64,984 64,911 (35,550) 94,345
------------------------------------------------------------------------------------
Gross profit - 38,075 33,297 5,510 76,882
Selling, general and administrative expenses 19 22,871 27,038 2,945 52,873
------------------------------------------------------------------------------------
Operating income (loss) (19) 15,204 6,259 2,565 24,009
Other (income) expense, net [1] (16,406) (773) (3,687) 19,316 (1,550)
Interest expense 1,561 6,610 4,536 (191) 12,516
Foreign exchange (gain) loss 160 (9,928) 58 - (9,710)
------------------------------------------------------------------------------------
Income (loss) before income taxes 14,666 19,295 5,352 (16,560) 22,753
Income taxes - 4,993 2,582 512 8,087
------------------------------------------------------------------------------------
Net income (loss) $ 14,666 $ 14,302 $ 2,770 $ (17,072) $ 14,666
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
[1] Other (income) expense, net for The Hockey Company and Other Guarantors
includes equity in net income of subsidiaries of $15,734 and $3,585,
respectively.
FOR THE 3 MONTHS ENDED The Hockey Sport Maska Inc. Guarantors Other/ TOTAL
SEPTEMBER 30, 2003 Company Eliminations
Net sales $ - $ 47,755 $ 45,877 $ (12,513) $ 81,119
Cost of goods sold - 29,542 31,607 (15,782) 45,367
------------------------------------------------------------------------------------
Gross profit - 18,213 14,270 3,269 35,752
Selling, general and administrative expenses 4 8,029 10,840 1,021 19,894
------------------------------------------------------------------------------------
Operating income (loss) (4) 10,184 3,430 2,248 15,858
Other (income) expense, net [1] (8,498) 3 (1,897) 10,445 53
Interest expense 467 2,403 1,584 (118) 4,336
Foreign exchange (gain) loss 142 (1,438) - - (1,296)
------------------------------------------------------------------------------------
Income (loss) before income taxes 7,885 9,216 3,743 (8,079) 12,765
Income taxes - 2,593 1,698 589 4,880
------------------------------------------------------------------------------------
Net income (loss) $ 7,885 $ 6,623 $ 2,045 $ (8,668) $ 7,885
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
[1] Other (income) expense, net for The Hockey Company and Other Guarantors
includes equity in net income of subsidiaries of $10,746 and $1,945,
respectively.
17
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE DATA)
NINE MONTHS ENDED The Hockey Sport Maska Inc. Guarantors Other/ TOTAL
SEPTEMBER 30, 2002 Company Eliminations
----------------------------------------------------------------------------------------
Net sales $ - $ 80,529 $ 92,869 $ (21,974) $ 151,424
Cost of goods - 53,937 57,705 (27,302) 84,340
----------------------------------------------------------------------------------------
Gross profit - 26,592 35,164 5,328 67,084
Selling, general and
administrative expenses 29 19,522 24,782 2,256 46,589
----------------------------------------------------------------------------------------
Operating income (loss) (29) 7,070 10,382 3,072 20,495
Other (income) expense, net [1] (4,546) (56) (2,225) 7,025 198
Interest expense 2,975 5,596 2,865 - 11,436
Foreign exchange gain - 171 - 2 173
Loss on early extinguishment of
debt 861 1,486 918 - 3,265
----------------------------------------------------------------------------------------
Income (loss) before income
taxes 681 (127) 8,824 (3,955) 5,423
Income taxes - 181 3,769 792 4,742
----------------------------------------------------------------------------------------
Net income (loss) $ 681 $ (308) $ 5,055 $ (4,747) $ 681
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
[1] Other expense, net for The Hockey Company and Other Guarantors includes
equity in net income of subsidiaries of $4547 and $2,453 respectively.
THREE MONTHS ENDED The Hockey Sport Maska Inc. Guarantors Other/ TOTAL
SEPTEMBER 30, 2002 Company Eliminations
----------------------------------------------------------------------------------------
Net sales $ - $ 38,423 $ 44,055 $ (9,782) $ 72,696
Cost of goods - 26,118 26,907 (12,256) 40,769
----------------------------------------------------------------------------------------
Gross profit - 12,305 17,148 2,474 31,927
Selling, general and
administrative expenses 4 7,421 9,124 555 17,104
----------------------------------------------------------------------------------------
Operating income (loss) (4) 4,884 8,024 1,919 14,823
Other (income) expense, net [1] (4,533) 148 (1,179) 5,832 268
Interest expense 1,147 2,180 1,035 (6) 4,356
Foreign exchange gain - 2,441 - 2 2,443
Loss on early extinguishment of
debt - - - - -
----------------------------------------------------------------------------------------
Income before income taxes 3,382 115 8,168 (3,909) 7,756
Income taxes - 86 3,869 419 4,374
----------------------------------------------------------------------------------------
Net income (loss) $ 3,382 $ 29 $ 4,299 $ (4,328) $ 3,382
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
[1] Other expense, net for The Hockey Company and Other Guarantors includes
equity in net income of subsidiaries of $4,531 and $1,302 respectively.
18
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE DATA)
FOR THE NINE MONTHS ENDED The Hockey Company Sport Maska Inc. Guarantors Other/ TOTAL
SEPTEMBER 30, 2003 Eliminations
-------------------------------------------------------------------------------
OPERATING ACTIVITIES:
NET CASH PROVIDED BY (USED FOR) OPERATING
ACTIVITIES $ (32,670) $ (9,508) $ 2,183 $ 25,273 $(14,722)
-------------------------------------------------------------------------------
INVESTING ACTIVITIES:
Prepayment of intangibles-NHL Royalty - (10,136) (21,080) - (31,216)
Purchases of property, plant & equipment - (1,317) 9 (19) (1,327)
Proceeds from disposal of property, plant and
equipment and deferred expenses - 1,565 (171) - 1,394
-------------------------------------------------------------------------------
NET CASH USED FOR INVESTING ACTIVITIES - (9,888) (21,242) (19) (31,149)
-------------------------------------------------------------------------------
FINANCING ACTIVITIES:
Deferred financing costs (327) 174 (134) - (287)
Net change in short-term borrowings - 1,285 4,429 - 5,714
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 41,721 - 15,209 (15,209) 41,721
Issuance of common stock 45 4,691 - (4,691) 45
Redemption of PIK including accrued dividends (8,768) - (4,370) (8,728) (21,866)
-------------------------------------------------------------------------------
NET CASH PROVIDED BY (USED FOR) FINANCING
ACTIVITIES 32,671 16,150 14,682 (28,628) 34,875
-------------------------------------------------------------------------------
Effects of foreign exchange rate changes on cash - (754) 236 680 162
-------------------------------------------------------------------------------
NET CHANGE IN CASH AND CASH EQUIVALENTS 1 (4,000) (4,141) (2,694) (10,834)
Cash & cash equivalents at beginning of period - 4,000 7,066 8,418 19,484
-------------------------------------------------------------------------------
Cash & cash equivalents at end of period $ 1 $ - $ 2,925 $ 5,724 $ 8,650
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
FOR THE NINE MONTHS ENDED The Hockey Company Sport Maska Inc. Guarantors Other/ TOTAL
SEPTEMBER 30, 2002 Eliminations
-------------------------------------------------------------------------------
OPERATING ACTIVITIES:
NET CASH PROVIDED BY (USED FOR) OPERATING
ACTIVITIES $ 3 $ (16,111) $ (16,605) $ (536) $(33,249)
-------------------------------------------------------------------------------
INVESTING ACTIVITIES:
Purchases of property, plant & equipment - (874) (60) (50) (984)
Proceeds from disposal of property, plant &
equipment - 330 - 12 342
-------------------------------------------------------------------------------
NET CASH USED FOR INVESTING ACTIVITIES - (544) (60) (38) (642)
-------------------------------------------------------------------------------
FINANCING ACTIVITIES:
Deferred financing costs (3,682) (2,787) (1,546) 2,465 (5,550)
Net change in short-term borrowings - 18,335 18,226 - 36,561
Principal payments on debt - - (184) - (184)
Proceeds from long-term debt 229 191 - - 420
Issuance of warrants 3,450 - - - 3,450
-------------------------------------------------------------------------------
NET CASH PROVIDED BY (USED FOR) FINANCING
ACTIVITIES (3) 15,739 16,496 2,465 34,697
-------------------------------------------------------------------------------
Effects of foreign exchange rate changes on cash - (9) (80) 13 (76)
-------------------------------------------------------------------------------
NET CHANGE IN CASH AND CASH EQUIVALENTS - (925) (249) 1,904 730
Cash & cash equivalents at beginning of period - 925 517 981 2,423
-------------------------------------------------------------------------------
Cash & cash equivalents at end of period $ - $ - $ 268 $ 2,885 $ 3,153
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
19
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 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 Nine
Months ended Months ended
-----------------------------------------------------------------------
September 30, September 30, September 30, 2002 September 30,
2002 2003 2003
-----------------------------------------------------------------------
Operating income $ 14,823 $ 15,858 $ 20,495 $ 24,009
Depreciation and amortization 946 1,034 2,801 3,047
Capital taxes 80 176 371 537
Other income (expenses), net (269) (45) (198) 1,029
Gain (loss) on sales of property, plant and
equipment - (8) - 521
Foreign exchange gain (loss) (2,443) 1,296 (173) 9,710
-----------------------------------------------------------------------
EBITDA $ 13,137 $ 18,311 $ 23,296 $ 38,853
-----------------------------------------------------------------------
-----------------------------------------------------------------------
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.
20
RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2003
2003 COMPARED TO 2002
Net sales for the nine months ended September 30, 2003 were $171.2
million, an increase of 13.1%, or $19.8 million, as compared to $151.4 million
in the nine months ended September 30, 2002. For the three months ended
September 30, 2003, net sales increased 11.6% or $8.4 million to $81.1 million,
as compared to $72.7 million for the same period last year. Management is very
pleased with the reaction in 2003 to the Company's new product offerings and in
particular with the success of its new Pro Tacks ice skates and Vector one-piece
composite hockey sticks. These, as well as the overall selection of products,
are enabling the Company to maintain its overall leadership position in the
industry and improve market share in specific categories. The trends evident in
the first half of the year continued into the third quarter, with growth in the
equipment business of 15% being the main revenue driver. Apparel sales in the
third quarter grew about 4% compared with a year ago, and on a year to date
basis are at about the same level as the prior year, having been impacted in the
first half of the year by the small market teams making the playoffs and
negatively affecting sales of replica jerseys. Geographically, Canada and Europe
continue to demonstrate strength while the United States economy provides
greater challenge. Foreign exchange rate fluctuations play a part in the
reported results. Sales for nine months have been positively impacted by
approximately $14 million compared with a year ago on a constant dollar basis.
Similarly, operating and other expenses are negatively impacted, mitigating the
overall impact on the Company's reported earnings. While the Company reports in
U.S. dollars, it has significant exposure to the Canadian dollar, the Euro and
the Swedish krona.
Gross profit for the nine months ended September 30, 2003 grew by $9.8
million or 14.6% to $76.9 million or 44.9% of sales compared with $67.1 million
or 44.3% of sales for the nine months ended September 30, 2002. Gross profit for
the three months ended September 30, 2003 grew by $3.9 million or 12.2% to $35.8
million or 44.1% of sales compared with $31.9 million or 43.9% of sales in the
third quarter of 2002.
In the nine months ended September 30, 2003, selling, general and
administrative expenses were constant as a percentage of sales with 2002. In
dollar terms, there was a 13.5% or $6.3 million increase to $52.9 million in
2003 from $46.6 million in 2002. For the three months ended September 30, 2003,
selling, general and administrative expenses increased by $2.8 million or 16.4%
to $19.9 million compared to $17.1 million for the same period last year. The
principle reason for the increase in the third quarter and year to date, other
than direct variable expenses, is movement in exchange rates.
Operating income for the nine months ended September 30, 2003 grew by
$3.5 million or 17.1% to $24.0 million compared to $20.5 million in the nine
months ended September 30, 2002. For the three months ended September 30, 2003,
operating income grew approximately 7% to $15.9 million compared to $14.8
million in the third 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 nine months ended September
30, 2003 increased by $15.6 million to $38.9 million compared to $23.3 million
in the first nine months of 2002. Included in the increase was $9.7 million
resulting from the foreign exchange translation of the 50% portion of U.S.
dollar denominated long-term debt held by our Canadian subsidiary. For the three
months ended September 30, 2003, EBITDA grew by $5.2 million to $18.3 million
compared to $13.1 million in the third quarter of 2002. Of the increase in the
third quarter, $2.5 million resulted from the foreign exchange translation of
the 50% portion of U.S. dollar denominated long-term debt held by our Canadian
subsidiary. The actual gain on exchange relating to the long-term debt recorded
for the three months ended September 30, 2003 was $0.2 million compared with a
$2.3 million loss for the same period in 2002.
Interest expense including amortization of deferred financing costs
($1.0 million and $1.2 million in the nine months ended September 30, 2003 and
2002, respectively) increased to $12.5 million in the nine months ended
September 30, 2003
21
compared to $11.4 million in the first nine months of 2002. For the three
months ended September 30, 2003 interest expense including amortization of
deferred financing costs ($0.3 million in each of the three months ended
September 30, 2003 and 2002) remained constant at $4.3 million compared to $4.4
million in the same period of 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.
Income before income taxes was $22.8 million in the nine months ended
September 30, 2003 compared to $5.4 million for the first nine months of 2002.
For the three months ended September 30, 2003, income before income taxes was
$12.8 million compared to $7.8 million in the third quarter of 2002.
As a result of the above, net income for the nine months ended
September 30, 2003 increased by $14.0 million to $14.7 million compared to $0.7
million for the nine months ended September 30, 2002. For the three months ended
September 30, 2003, net income was $7.9 million compared to $3.4 million in the
third quarter in 2002.
Net income attributable to common stockholders for the nine months
ended September 30, 2003 was $12.7 million compared to a net loss of $1.2
million for the corresponding period in 2002. For the three months ended
September 30, 2003, net income attributable to common stockholders was $7.9
million compared to $2.8 million for the corresponding period in 2002.
LIQUIDITY AND CAPITAL RESOURCES
On June 11, 2003, The Hockey Company Holdings Inc. (the "Corporation")
completed 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 fees and expenses 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 and
whereby Subco merged into us and the Corporation 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 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.
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.
In addition to the above, our anticipated financing requirements for
short-term working capital 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
22
with General Electric Capital Corporation, "GECC"). The GECC 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 GECC 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 GECC credit agreements as at December 31, 2002 and
September 30, 2003 were nil and $5.6 million, respectively, including borrowings
under our Jofa facility (as described below) (excluding $5.3 million and $6.5
million of letters of credit outstanding, respectively). We have met the
requirement for the annual repayment in full for 2003. The peak borrowings under
the GECC credit agreement were $21.9 and $12.8 million in the nine months ended
September 30, 2002 and 2003, respectively.
As at September 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 and certain other fees under the credit
agreements.
The GECC credit agreements contain customary negative and affirmative
covenants including those relating to capital expenditures, minimum interest
coverage and fixed charges coverage ratio. The GECC credit agreements restrict,
among other things, the ability to pay cash dividends.
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 September 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).
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 Company may repurchase the Notes in the open market from time to
time.
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
23
indebtedness under the U.S. and Canadian credit agreements with GECC, (iii)
to pay fees and expenses for the offering and (iv) for general corporate
purposes. The Amended and Restated Credit Agreement with Caisse and any
documents related thereto have been terminated and are of no further force
and effect.
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
$11.5 million). The facility is collateralized by the assets of Jofa AB, bears
interest at a rate of STIBOR (currently 2.85 %) plus 0.90%, matures on December
31, 2003 and is renewable annually. Total borrowings were nil as at December 31,
2002 and $5.6 million as at September 30, 2003 (excluding $1.6 million and nil
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 had a term of four years with
annual principal repayments of SEK 2.5 million, or approximately $0.3 million.
The loan was secured by a chattel mortgage on the assets of Jofa AB and bore 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 (2.11% at September 30, 2003) plus 0.9%. Total borrowings as at
December 31, 2002 and September 30, 2003 were nil. Management believes that the
credit agreement will be renewed or refinanced upon maturity.
Cash used in operating activities during the nine months ended
September 30, 2003 was $14.7 million compared to $17.0 million in the first nine
months of 2002. Net income was $14.7 million in the nine months ended September
30, 2003 compared to $0.7 million in the first nine months of 2002. EBITDA was
$38.9 million for the nine months ended September 30, 2003 compared to $23.3
million in the first nine months of 2002. Inventory increased by $14.5 million
from December 31, 2002 to September 30, 2003. The build-up is in line with the
seasonal nature of our business and allows us to provide timely service to our
customers in the fourth quarter. Accounts receivable were higher by $34.5
million from December 31, 2002 consistent with the normal peak in the third
quarter. Accounts payable and accrued liabilities are higher mainly due to
accrued semi-annual interest on the Units which is payable October 15, 2003.
Furthermore, receivables, inventories and payables are all higher compared with
December 31, 2002 as a result of foreign exchange rates. Cash used in investing
activities during the nine months ended September 30, 2003 was $31.1 million
compared to $1.1 million used in the first nine months of 2002, primarily due to
the $30.0 million royalty pre-payment under the New ten year NHL License
Agreement.
Cash provided by financing activities during the nine months ended
September 30, 2003 was $34.9 million compared to $18.5 million in the first nine
months of 2002. In 2003, proceeds from the initial public offering were
partially used to finance the repurchase of the 13% Pay-In-Kind Preferred Stock,
whereas, in 2002 proceeds of the units offering were partially used to refinance
other long-term debt
We follow the customary practice in the sporting goods industry of
offering extended payment terms to credit worthy 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:
24
(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
September 30, 2003 (December 31, 2002 - $0.9 million).
ACQUISITION
On August 21, 2003 we, through our wholly-owned subsidiary Sport Maska
Inc., acquired all of the issued and outstanding shares of Roger Edwards Sport
Ltd. for a cash consideration of $1,071 (Cdn$1,500) (of which $71 (Cdn$100) is
included in accounts payable as at September 30, 2003) and an annual cash
earn-out based on results of the division over the period of January 1, 2004 to
December 31, 2006. The cumulative earn-out is not to exceed $1,071 (Cdn$1,500).
The acquisition was accounted for using the purchase method and the excess of
purchase price over net book value as at September 30, 2003 amounted to $571
(Cdn$800). The results of Roger Edwards Sport Ltd.'s operations have been
included in our consolidated financial statements since that date.
Roger Edwards, currently celebrating its 20th anniversary, has
established itself as a leading vintage sports apparel brand recognized for its
premium quality lifestyle apparel products. Led by founder and award-winning
fashion designer Roger Edwards, the company has successfully launched lifestyle
fashion lines of Vintage NHL, Hockey Night In Canada and Team Canada Classics
apparel. Roger Edwards was recently selected by the Canadian Football League as
the exclusive apparel designer for the new CFL Turf Traditions line, including
vintage replica jerseys, apparel and headwear.
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.
25
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 September 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 September 30, 2003
and hedging relationships designated after September 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.
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 have applied the
recommendations of SFAS No. 150 for the quarter ending September 30, 2003 and
have reclassified the 13% Pay-In-Kind preferred stock as liabilities as at
December 31, 2002.
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 whose functional currency is the Canadian
dollar. Included in our results is a foreign exchange gain of $9.7 million of
which $10.2 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 nine months of 2003 would have been
$0.6 million, $0.4 million and less than $0.2 million, respectively. We also
have operating expenses in each of these currencies, which would mitigate the
impact of such foreign exchange variation on cash flows from operations and net
income. Further, a 1% variation in the Canadian dollar
26
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; the impact of
foreign exchange on these debt facilities are mitigated by the impact of foreign
exchange on 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
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.
27
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.
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.
28
THE HOCKEY COMPANY
PART II
OTHER INFORMATION
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.
Not applicable
29
SIGNATURES
Pursuant to the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
THE HOCKEY COMPANY
(REGISTRANT)
By: /s/ Robert A. Desrosiers
---------------------------------------------
Name: Robert A. Desrosiers
Title: Chief Financial Officer and Vice President,
Finance and Administration
Date: November 11, 2003