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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended MARCH 31, 2003
-------------------------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 0 - 19596
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THE HOCKEY COMPANY
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(Exact name of registrant as specified in its charter)
DELAWARE 13-36-32297
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
3500 BOUL. DE MAISONNEUVE, SUITE 800, MONTREAL, QUEBEC, CANADA H3Z 3C1
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (514) 932-1118
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Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15 (d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES X NO
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APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Section 12, 13 or 15 (d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities
under the plan confirmed by the court .
YES X NO
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APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
CLASS OUTSTANDING AT MAY 8, 2003
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Common Stock, 7,040,523
$.01 par value
PAGE NO.
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PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Unaudited Consolidated Balance Sheets at March 31, 2003 and December 31, 2002 1
Unaudited Consolidated Statements of Operations for the Three Months ended March 31,
2003 and 2002 2
Unaudited Consolidated Statements of Comprehensive Income (loss) for the Three Months
ended March 31, 2003 and 2002 3
Unaudited Consolidated Statements of Cash Flows for the Three Months ended March 31,
2003 and 2002 4
Notes to Unaudited Consolidated Financial Statements 5
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 19
Item 3. Quantitative and Qualitative Disclosures about Market Risk 25
Item 4. Controls and Procedures 25
PART II OTHER INFORMATION
Item 1. Legal Proceedings 26
Item 2. Changes in Securities 26
Item 3. Defaults Upon Senior Securities 26
Item 4. Submission of Matters to a Vote of Security Holders 26
Item 5. Other Information 26
Item 6. Exhibits and Reports on Form 8-K 26
THE HOCKEY COMPANY
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(In thousands, except share data)
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Note 1(B) Unaudited
Dec. 31, 2002 Mar. 31, 2003
ASSETS
Current assets
Cash and cash equivalents $ 19,484 $ 29,008
Accounts receivable, net 56,986 43,216
Inventories (Note 2) 44,354 51,797
Prepaid expenses and other receivables 4,802 5,535
Income taxes receivable 8,080 8,115
------------------------------------------
Total current assets 133,706 137,671
Property, plant and equipment, net of accumulated depreciation
($20,241 and $22,120, respectively) 15,318 14,733
Goodwill and excess re-organization intangible (Note 3) 65,348 67,333
Other assets 8,581 8,673
------------------------------------------
Total assets $ 222,953 $ 228,410
==========================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Accounts payable $ 8,312 $ 5,371
Accrued liabilities 14,442 19,798
Accrued restructuring expense (Note 9) 1,085 165
Income taxes payable 4,825 4,481
Current portion of long-term debt (Note 4) 288 -
------------------------------------------
Total current liabilities 28,952 29,815
Long-term debt (Note 4) 123,866 123,776
Accrued dividends payable 8,155 8,827
Deferred income taxes and other long-term liabilities 2,056 2,192
------------------------------------------
Total liabilities 163,029 164,610
------------------------------------------
Contingencies (Note 7)
13% Pay-In-Kind preferred stock 11,715 11,744
------------------------------------------
Stockholders' equity
Common stock, par value $0.01 per share, 20,000,000 shares
authorized, 7,040,523 shares issued and outstanding at
December 31, 2002 and March 31, 2003 70 70
Common stock purchase warrants, 159,127 issued and outstanding at
December 31, 2002 and March 31, 2003 1,665 1,665
Additional paid-in capital 69,965 69,965
Deficit (20,303) (19,297)
Accumulated other comprehensive loss (3,188) (347)
------------------------------------------
Total stockholders' equity 48,209 52,056
------------------------------------------
Total liabilities and stockholders' equity $ 222,953 $ 228,410
==========================================
The accompanying notes are an integral part of the unaudited
consolidated financial statements.
1
THE HOCKEY COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(In thousands, except share data)
For the Three For the Three
Months ended Months ended
Mar. 31, 2002 Mar. 31, 2003
------------------------------------------
Net sales $ 34,161 $ 37,779
Cost of goods sold 19,237 21,071
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Gross profit 14,924 16,708
Selling, general and administrative expenses 14,613 15,732
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Operating income 311 976
Other income, net (1) (637)
Interest expense 3,219 3,992
Foreign exchange gain (19) (4,378)
------------------------------------------
Income (loss) before income taxes (2,888) 1,999
Income taxes 106 292
------------------------------------------
Net income (loss) (2,994) 1,707
Preferred stock dividends 594 672
Accretion of 13% Pay-In-Kind preferred stock 59 29
==========================================
Net income (loss) attributable to common shareholders $ (3,647) $ 1,006
==========================================
Basic and diluted income (loss) per share (See Note 5) $ (0.51) $ 0.14
The accompanying notes are an integral part of the unaudited
consolidated financial statements.
2
THE HOCKEY COMPANY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
(In thousands)
For the Three For the Three
Months ended Months ended
Mar. 31, 2002 Mar. 31, 2003
-------------------------------------------
Net income (loss) $ (2,994) $ 1,707
Foreign currency translation adjustments (671) 2,841
-------------------------------------------
Net comprehensive income (loss) $ (3,665) $ 4,548
===========================================
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 Three For the Three
Months ended Months ended
Mar. 31, 2002 Mar. 31, 2003
------------------------------------------
OPERATING ACTIVITIES:
Net income (loss) $ (2,994) $ 1,707
Adjustments to reconcile net income (loss) to net cash used in
operating activities:
Depreciation and amortization 916 969
Amortization of deferred financing costs and debt 563 358
Deferred income taxes (407) (101)
Gain on sale of property, plant and equipment - (505)
Gain on foreign exchange (19) (4,395)
Change in operating assets and liabilities:
Accounts receivable 12,922 15,259
Inventories (2,920) (4,636)
Prepaid expenses 192 (398)
Accounts payable and accrued liabilities (3,107) 999
Income taxes payable (416) (603)
------------------------------------------
Net cash provided by operating activities 4,730 8,654
------------------------------------------
------------------------------------------
INVESTING ACTIVITIES:
Deferred expense 34 -
Purchases of property, plant and equipment (242) (316)
Proceeds from sale of property, plant and equipment - 1,313
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Net cash provided by (used in) investing activities (208) 997
------------------------------------------
FINANCING ACTIVITIES:
Net change in short-term borrowings (6,585) -
Deferred financing costs (137) (280)
Proceeds from long-term debt 365 -
Principal payments on debt (60) (439)
------------------------------------------
Net cash used in financing activities (6,417) (719)
------------------------------------------
Effects of foreign exchange rate changes on cash (223) 592
------------------------------------------
Increase (decrease) in cash and cash equivalents (2,118) 9,524
Cash and cash equivalents at beginning of period 6,503 19,484
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Cash and cash equivalents at end of period $ 4,385 $ 29,008
==========================================
The accompanying notes are an integral part of the unaudited
consolidated financial statements.
4
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE DATA)
1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. DESCRIPTION OF BUSINESS, CHANGE OF CORPORATE NAME AND PRINCIPLES OF
CONSOLIDATION
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"). The consolidated financial statements include the accounts of THC and
its wholly-owned subsidiaries (collectively, the "Company"). The Company
manufactures hockey equipment and related apparel, as well as recreational
skates and other non-hockey products. The hockey equipment and related apparel
includes hockey uniforms, hockey sticks, goaltender equipment, protective
equipment and hockey skates. The Company sells its products world-wide to a
diverse customer base consisting of specialty retailers, sporting goods shops,
mass merchandisers, teams and international distributors. The Company
manufactures in-house at six highly efficient facilities, four of which are
located in Canada and two in Europe. In addition, where it makes business sense,
the Company outsources the manufacturing of certain products. The distribution
facilities of the Company are located in North America, Finland and Sweden.
B. BASIS OF PRESENTATION
The accompanying unaudited interim consolidated financial statements
appearing in this quarterly report have been prepared in accordance with
generally accepted accounting principles for interim financial reporting and
with the instructions to Form 10-Q and Article 10 of Regulation S-X, on a basis
consistent with the annual financial statements of THC and its subsidiaries,
except for the application of accounting pronouncements as discussed below.
In the opinion of management, all normal recurring adjustments
necessary for a fair presentation of the Company's Unaudited Consolidated
Balance Sheets, Statements of Operations, Statements of Comprehensive Income
(Loss) and Statements of Cash Flows for the 2002 and 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.
C. ACCOUNTING PRONOUNCEMENTS
On April 30, 2002, the FASB issued SFAS No. 145, RESCISSION OF FASB
STATEMENTS No. 4, 44, and 64, AMENDMENT OF FASB STATEMENT No. 13, AND TECHNICAL
CORRECTIONS. SFAS No. 145 rescinds Statement 4, which required all gains and
losses from extinguishment of debt to be classified as an extraordinary item,
net of related income tax effect, if material in the aggregate. Due to the
rescission of SFAS No. 4, the criteria in Opinion 30 will now be used to
classify those gains and losses. The provisions of SFAS No. 145 related to the
rescission of SFAS No. 4 are effective for fiscal years beginning after May 15,
2002. Any gain or loss on extinguishment of debt that was classified as an
extraordinary item in prior periods presented that does not meet the criteria
for classification as an extraordinary item will be reclassified. The provisions
of
5
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE DATA)
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 no significant adjustment
resulted for the quarters ended March 31, 2002 and 2003. However the Company
expects to reclassify losses on early extinguishment of debt incurred in the
quarter ended June 30, 2002 in accordance with the issued SFAS No. 145.
In July 2002, FASB issued SFAS No. 146, ACCOUNTING FOR COSTS
ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES, which addresses financial
accounting and reporting for costs associated with exit or disposal
activities and nullifies EITF Issue No. 94-3 "LIABILITY RECOGNITION FOR
CERTAIN EMPLOYEE TERMINATION BENEFITS AND OTHER COSTS TO EXIT AN ACTIVITY
(INCLUDING CERTAIN COSTS INCURRED IN A RESTRUCTURING)". SFAS No. 146 requires
that a liability for a cost associated with an exit or disposal activity be
recognized at the time when the liability is incurred. SFAS No.146 eliminates
the definition and requirement for recognition of exit costs at the date of
an entity's commitment to an exit plan in Issue 94-3. The Company has adopted
SFAS No. 146 and will apply these rules on exit and disposal activities
initiated after December 31, 2002. There were no exit or disposal activities
initiated during the quarter ended March 31, 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 is
under the guarantee in 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.
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 year....................................... 538 622
Settlements made during the year......................................... (239) (474)
Changes in liability for pre-existing warranties including expirations... -- --
Translation adjustments.................................................. (1) 40
-------- --------
Balance, at March 31..................................................... $ 1,239 $ 1,368
======== ========
2. INVENTORIES
Net inventories consist of:
December 31, 2002 March 31, 2003
---------------------------------------------------------------------------------------------------------
Finished products $ 33,336 $ 39,897
Work in process 2,188 2,363
Raw materials and supplies 8,830 9,537
-----------------------------------------
$ 44,354 $ 51,797
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6
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE DATA)
3. GOODWILL AND EXCESS RE-ORGANIZATION INTANGIBLE
Goodwill and excess re-organization intangible consist of:
December 31, 2002 March 31, 2003
-----------------------------------------------------------------------------------------------------
Goodwill $ 43,522 $ 45,403
Excess re-organization intangible 21,826 21,930
--------------------------------------
$ 65,348 $ 67,333
=====================================================================================================
4. LONG-TERM DEBT - NORDEA BANK
SECURED LOANS -NORDEA BANK
In May 2000, Jofa AB, a subsidiary of the Company, entered into a loan
agreement with Nordea Bank in Sweden to borrow SEK 10,000 ($1,200). The loan is
for four years with annual principal repayments of SEK 2,500 ($292). 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 MONTH PERIODS ARE AS FOLLOWS:
------------------------------------------------------------------------------------------------------------
For the Three Months ended For the Three Months ended
March 31, 2002 March 31, 2003
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Basic Diluted Basic Diluted
------------------------------------------------------------------------------------------------------------
Net income (loss) attributable to common
stockholders (3,647) (3,647) 1,006 1,006
------------------------------------------------------------------------------------------------------------
Weighted average common and common equivalent
shares outstanding:
------------------------------------------------------------------------------------------------------------
Common stock 6,500,549 6,500,549 7,040,523 7,040,523
------------------------------------------------------------------------------------------------------------
Common equivalent shares (a) 697,902 697,902 158,912 158,912
------------------------------------------------------------------------------------------------------------
Total weighted average common and common
equivalent shares outstanding 7,198,451 7,198,451 7,199,435 7,199,435
------------------------------------------------------------------------------------------------------------
Net income (loss) per common share (b) $ (0.51) $ (0.51) $ 0.14 $ 0.14
------------------------------------------------------------------------------------------------------------
(a) Common equivalent shares include warrants and stock options issuable for
little or no cash consideration.
(b) Other warrants and stock options are considered in diluted earnings per
share when dilutive. The Company used the average book value of its common
stock in calculating the common equivalent shares as required by statement
of Financial Accounting Standards No. 128 due to the fact that the
Company's stock had extremely limited trading volume during the period.
(c) Options to purchase 1,302,222 shares of common stock were outstanding at
March 31, 2003 but were not included in the computation of diluted earnings
per share because the options' and warrants' exercise price was greater
than the average book value of the common stock.
7
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE DATA)
6. STOCK OPTIONS
In 2003, 30,000 additional stock options were granted at an exercise
price of $8.50 per share. The Company applies APB Opinion No. 25 and related
Interpretations in accounting for stock options. Accordingly, no compensation
cost has been recognized.
The following table illustrates the effect on net income and earnings
per share if the company had applied the fair value recognition provisions of
FASB Statement No. 123, ACCOUNTING FOR STOCK-BASED COMPENSATION, to stock-based
employee compensation. The fair value for these options was estimated at the
date of grant using a Black-Scholes option pricing model with the following
weighted-average assumptions: risk-free interest rates of 4.9%; dividend yields
of 0%; volatility factors of the expected market price of the Company's common
stock of 0; and a weighted-average expected life of the option of 8.6 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 For the Three
Months ended Months ended
Mar. 31, 2002 Mar. 31, 2003
Net income (loss), as reported $ (2,994) $ 1,707
DEDUCT: Total stock-based employee compensation expense determined
under fair value based method for all awards, net of related tax
effects. 71 83
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Pro forma net income (loss) $ (3,065) $ 1,624
------------------- ------------------
Income (loss) per share:
Basic and diluted, as reported $ (0.51) $ 0.14
Basic and diluted, pro forma $ (0.52) $ 0.13
The impact of SFAS 123 may not be representative of the effect on
income in the future years because options vest over several years and
additional option grants may be made each year.
7. CONTINGENCIES
The Company is currently undergoing an audit by the Canada Customs and
Revenue Agency for its 1996 to 2000 taxation years. It is not possible at this
time to determine the amount of the liability that may arise as a result of this
audit.
8
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.
INFORMATION ABOUT SEGMENT PROFIT OR LOSS AND SEGMENT ASSETS
Equipment Apparel Segment Total
----------------------------- ------------------------------ ------------------------------
For the Three For the Three For the Three For the Three For the Three For the Three
Months ended Months ended Months ended Months ended Months ended Months ended
Mar. 31, 2002 Mar. 31, 2003 Mar. 31, 2002 Mar. 31, 2003 Mar. 31, 2002 Mar. 31, 2003
-------------- -------------- --------------- -------------- -------------- ---------------
Net sales $ 22,800 $ 25,763 $ 11,361 $ 12,016 $ 34,161 $ 37,779
Gross profit 9,620 10,850 5,304 5,858 14,924 16,708
Inventory 26,470 35,406 19,175 16,391 45,645 51,797
Goodwill and excess
reorganizational intangible 60,416 60,096 8,701 7,237 69,117 67,333
RECONCILIATION OF SEGMENT PROFIT OR LOSS
For the Three For the Three
Months ended Months ended
Mar. 31, 2002 Mar. 31, 2003
------------------- ------------------
Gross profit 14,924 16,708
Unallocated amounts:
Selling, general and administrative expenses 14,613 15,732
Other income, net (1) (637)
Interest expense 3,219 3,992
Foreign exchange gain (19) (4,378)
------------------- ------------------
Income (loss) before income taxes $ (2,888) $ 1,999
=================== ==================
9. RESTRUCTURING AND UNUSUAL CHARGES
9
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE DATA)
In October 2002, the Company decided to close three of its North
American manufacturing units effective December 2002 in order to reduce excess
capacity and achieve greater operating efficiencies. Approximately 160 employees
were affected by this decision, of which approximately 50 are from the apparel
segment. Accordingly, the Company set up a restructuring reserve of
approximately $2.1 million, of which approximately $1.3 million is to cover the
cost of severance packages to affected employees, with the remainder
representing other closure costs. Of these amounts, approximately $0.2 million
remains unpaid at March 31, 2003 (December 31, 2002 - $0.9 million).
10. SUPPLEMENTAL CONDENSED CONSOLIDATED FINANCIAL INFORMATION
THC's and Sport Maska Inc.'s payment obligations under the Units 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., 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.
10
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE DATA)
AS AT MARCH 31, 2003 The Hockey Sport Maska Inc. Guarantors Other/ TOTAL
Company Eliminations
----------------------------------------------------------------------------------------
ASSETS
Cash and cash equivalents $ - $ 4,233 $ 15,692 $ 9,083 $ 29,008
Accounts receivable, net - 17,377 23,801 2,038 43,216
Inventories - 40,145 10,751 901 51,797
Prepaid expenses and other
receivables 813 2,175 2,266 281 5,535
Income taxes receivables 420 499 7,196 - 8,115
Intercompany accounts 79,510 22,402 9,422 (111,334) -
----------------------------------------------------------------------------------------
Total current assets 80,743 86,831 69,128 (99,031) 137,671
Property, plant and equipment,
net of accumulated
depreciation - 10,920 1,949 1,864 14,733
Intangible and other assets 2,207 29,367 43,381 1,051 76,006
Investments in subsidiaries 46,149 - 38,678 (84,827) -
Intercompany accounts 11,092 - 25,000 (36,092) -
----------------------------------------------------------------------------------------
Total assets $ 140,191 $ 127,118 $ 178,136 $ (217,035) $ 228,410
========================================================================================
LIABILITIES AND STOCKHOLDERS'
EQUITY
Liabilities
Accounts payable and
accrued liabilities $ 3,949 $ 14,204 $ 6,329 $ 852 $ 25,334
Income taxes payable - 3,295 925 261 4,481
Intercompany accounts 966 10,030 101,789 (112,785) -
-----------------------------------------------------------------------------------------
Total current liabilities 4,915 27,529 109,043 (111,672) 29,815
Long-term debt 36,860 61,860 25,056 - 123,776
Deferred income taxes and other
long-term liabilities 8,827 2,792 1,537 (2,137) 11,019
Intercompany accounts 25,000 - 11,092 (36,092) -
-----------------------------------------------------------------------------------------
Total liabilities 75,602 92,181 146,728 (149,901) 164,610
13% Pay-in-Kind preferred stock 11,744 - - - 11,744
-----------------------------------------------------------------------------------------
Stockholders' equity
Common stock, par value $0.01
per share 70 31,771 4,997 (36,768) 70
Common stock purchase warrants 1,665 - - - 1,665
Additional paid-in capital 69,965 - 19,344 (19,344) 69,965
Retained earnings (Deficit) (19,297) 3,930 6,242 (10,172) (19,297)
11
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE DATA)
AS AT MARCH 31, 2003 The Hockey Sport Maska Inc. Guarantors Other/ TOTAL
Company Eliminations
----------------------------------------------------------------------------------------
Accumulated other comprehensive
income (loss) 442 (764) 825 (850) (347)
----------------------------------------------------------------------------------------
Total stockholders' equity 52,845 34,937 31,408 (67,134) 52,056
----------------------------------------------------------------------------------------
Total liabilities and
stockholders' equity $ 140,191 $ 127,118 $ 178,136 $ (217,035) $ 228,410
========================================================================================
AS AT DECEMBER 31, 2002 The Hockey Sport Maska Inc. Guarantors Other/ TOTAL
Company Eliminations
----------------------------------------------------------------------------------------
ASSETS
Cash and cash equivalents $ - $ 4,002 $ 7,066 $ 8,416 $ 19,484
Accounts receivable, net - 20,320 35,661 1,005 56,986
Inventories - 32,972 9,341 2,041 44,354
Prepaid expenses and other
receivables 811 2,113 1,676 202 4,802
Income taxes receivables 420 464 7,196 - 8,080
Intercompany accounts 78,377 18,534 7,799 (104,710) -
----------------------------------------------------------------------------------------
Total current assets 79,608 78,405 68,739 (93,046) 133,706
Property, plant and equipment,
net of accumulated
depreciation - 11,338 2,009 1,971 15,318
Intangible and other assets 2,056 27,285 43,617 971 73,929
Investments in subsidiaries 43,905 - 38,334 (82,239) -
Intercompany accounts 11,092 - 25,000 (36,092) -
----------------------------------------------------------------------------------------
Total assets $ 136,661 $ 117,028 $ 177,699 $ (208,435) $ 222,953
========================================================================================
LIABILITIES AND STOCKHOLDERS'
EQUITY
Liabilities
Accounts payable and
accrued liabilities $ 2,191 $ 11,423 $ 8,873 $ 1,352 $ 23,839
Income taxes payable - 3,234 1,217 374 4,825
Current portion of long
term debt - - 288 - 288
Intercompany accounts 932 9,421 97,619 (107,972) -
----------------------------------------------------------------------------------------
Total current liabilities 3,123 24,078 107,997 (106,246) 28,952
Long-term debt 36,833 61,833 25,200 - 123,866
Deferred income taxes and other
long-term liabilities 8,155 2,130 1,508 (1,582) 10,211
Intercompany accounts 25,000 - 11,092 (36,092) -
----------------------------------------------------------------------------------------
Total liabilities 73,111 88,041 145,797 (143,920) 163,029
13% Pay-in-Kind preferred stock 11,715 - - - 11,715
----------------------------------------------------------------------------------------
Stockholders' equity
Common stock, par value $0.01
per share 70 29,522 4,976 (34,498) 70
Common stock purchase warrants 1,665 - - - 1,665
12
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE DATA)
AS AT MARCH 31, 2003 The Hockey Sport Maska Inc. Guarantors Other/ TOTAL
Company Eliminations
----------------------------------------------------------------------------------------
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
========================================================================================
FOR THE YEAR 3 MONTHS ENDED The Hockey Sport Maska Inc. Guarantors Other/ TOTAL
MARCH 31, 2003 Company Eliminations
Net sales $ - $ 22,296 $ 23,846 $ (8,363) $ 37,779
Cost of goods sold - 14,403 14,916 (8,248) 21,071
----------------------------------------------------------------------------------------
Gross profit - 7,893 8,930 (115) 16,708
Selling, general and
administrative expenses 3 6,462 8,388 879 15,732
----------------------------------------------------------------------------------------
Operating income (loss) (3) 1,431 542 (994) 976
Other (income) expense, net [1] (2,241) (641) (343) 2,588 (637)
Interest expense 513 2,034 1,494 (49) 3,992
Foreign exchange (gain) loss 18 (4,454) 58 - (4,378)
----------------------------------------------------------------------------------------
Income (loss) before income
taxes 1,707 4,492 (667) (3,533) 1,999
Income taxes - 696 2 (406) 292
----------------------------------------------------------------------------------------
Net income (loss) $ 1,707 $ 3,796 $ (669) $ (3,127) $ 1,707
----------------------------------------------------------------------------------------
[1] Other (income) expense, net for The Hockey Company and Other Guarantors
includes equity in net income of subsidiaries of $2,244 and 344,
respectively.
13
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE DATA)
FOR THE 3 MONTHS ENDED The Hockey Sport Maska Inc. Guarantors Other/ TOTAL
MARCH 31, 2002 Company Eliminations
Net sales $ - $ 16,258 $ 23,130 $ (5,227) $ 34,161
Cost of goods sold - 11,168 14,564 (6,495) 19,237
--------------------------------------------------------------------------------------
Gross profit - 5,090 8,566 1,268 14,924
Selling, general and
administrative expenses 18 5,795 8,156 644 14,613
Amortization of excess
reorganization value and
goodwill - - 65 (65) -
--------------------------------------------------------------------------------------
Operating income (loss) (18) (705) 345 689 311
Other (income) expense, net [1] 2,179 (93) (247) (1,840) (1)
Interest expense 797 1,383 1,037 2 3,219
Foreign exchange gain - (19) - - (19)
--------------------------------------------------------------------------------------
Income (loss) before income
taxes (2,994) (1,976) (445) 2,527 (2,888)
Income taxes - 47 (109) 168 106
--------------------------------------------------------------------------------------
Net income (loss) $ (2,994) $ (2,023) $ (336) $ 2,359 $ (2,994)
======================================================================================
[1] Other (income) expense, net for The Hockey Company and Other Guarantors
includes equity in net income of subsidiaries of $2,187 and $247,
respectively.
14
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE DATA)
FOR THE 3 MONTHS ENDED The Hockey Sport Maska Guarantors Other/ TOTAL
MARCH 31, 2003 Company Inc. Eliminations
---------------------------------------------------------------------------------
NET CASH PROVIDED BY (USED FOR)
OPERATING ACTIVITIES $ 243 $ (978) $ 8,942 $ 447 $ 8,654
---------------------------------------------------------------------------------
INVESTING ACTIVITIES:
Purchases of property, plant and
equipment - (253) (59) (4) (316)
Proceeds from disposal of property,
plant and equipment - 1,309 4 - 1,313
---------------------------------------------------------------------------------
NET CASH PROVIDED BY (USED FOR)
INVESTING ACTIVITIES - 1,056 (55) (4) 997
---------------------------------------------------------------------------------
FINANCING ACTIVITIES:
Principal payments on debt - - (439) - (439)
Deferred financing costs (243) (148) 109 2 (280)
---------------------------------------------------------------------------------
NET CASH PROVIDED BY (USED FOR)
FINANCING ACTIVITIES (243) (148) (330) 2 (719)
---------------------------------------------------------------------------------
Effects of currency translation on
cash item - 303 69 220 592
---------------------------------------------------------------------------------
INCREASE IN CASH AND CASH EQUIVALENTS - 233 8,626 665 9,524
Cash & cash equivalents at beginning
of period - 4,000 7,066 8,418 19,484
---------------------------------------------------------------------------------
Cash & cash equivalents at end of
period $ - $ 4,233 $ 15,692 $ 9,083 $ 29,008
=================================================================================
15
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE DATA)
FOR THE 3 MONTHS ENDED The Hockey Sport Maska Guarantors Other/ TOTAL
MARCH 31, 2002 Company Inc. Eliminations
---------------------------------------------------------------------------------
NET CASH PROVIDED BY (USED FOR)
OPERATING ACTIVITIES $ (184) $ 3,080 $ 1,735 $ 99 $ 4,730
---------------------------------------------------------------------------------
INVESTING ACTIVITIES:
Purchases of property, plant and
equipment - (173) (51) (18) (242)
Proceeds from sale of property, plant
& equipment - 94 184 (244) 34
---------------------------------------------------------------------------------
NET CASH PROVIDED BY (USED FOR)
INVESTING ACTIVITIES - (79) 133 (262) (208)
---------------------------------------------------------------------------------
FINANCING ACTIVITIES:
Short-term debt borrowings, net - (2,717) (3,560) (308) (6,585)
Principal payments on debt - - (60) - (60)
Proceeds from long-term debt 210 155 - - 365
Deferred financing costs (26) (137) - 26 (137)
---------------------------------------------------------------------------------
NET CASH PROVIDED BY (USED FOR)
FINANCING ACTIVITIES 184 (2,699) (3,620) (282) (6,417)
---------------------------------------------------------------------------------
Effects of currency translation on
cash item - - (30) (193) (223)
---------------------------------------------------------------------------------
INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS - 302 (1,782) (638) (2,118)
Cash & cash equivalents at beginning
of period - (302) 2,002 4,803 6,503
---------------------------------------------------------------------------------
Cash & cash equivalents at end of
period $ - $ - $ 220 $ 4,165 $ 4,385
=================================================================================
11. SUBSEQUENT EVENT NOTE
(a) On April 7, 2003, The Hockey Company Holdings Inc. (the "Corporation")
filed a preliminary base PREP prospectus for the issue of common shares
(the "Offering"); and
(b) Conditional on the successful completion of the Offering, immediately prior
to the closing of the Offering, the Corporation will participate in a
reorganization with the Company whereby:
(i) The Corporation, which has incorporated Hockey Merger Co.
("Subco") on February 24, 2003, and Subco have entered into a merger agreement
on April 2, 2003 with the Company. Under the terms of the merger agreement,
Subco
16
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE DATA)
and the Company will merge, and the Corporation, through Subco, will
receive and hold all of the outstanding voting common stock of the Company, and
each existing holder of common stock of the Company will receive 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 will
have 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. The merger will be accounted for as a continuity of the Company as a
transaction between related parties and, accordingly, the consolidated financial
statements will be prepared using the historical cost basis as though both the
Corporation and the Company had been combined since inception; and
(ii) the Corporation will have the right to require the exchange of one
outstanding Exchangeable Share for one Common Share, subject to certain
adjustments in the event, among other things, of stock splits or similar events,
at any time after the earlier of the fifth anniversary date of the closing of
the Offering or the date on which 80% of the Exchangeable Shares outstanding on
the date of the closing of the Offering have been exchanged; and
(iii) the Corporation will issue one special voting share for each
Exchangeable Share outstanding. Pursuant to a voting and exchange trust
agreement, a trustee will hold 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 the Corporation. Unless instructed, the trustee may not vote. A
special voting share does not carry the right to receive dividends or any other
distributions from the Corporation; and
(iv) as part of the reorganization referred to above, the Corporation
will enter into an agreement with certain principal shareholders pursuant to
which certain actions of the Corporation will require approval of such
shareholders. This agreement will terminate three months after the closing of
the Offering; and
(v) the existing stock options and common stock purchase warrants
outstanding and exercisable for common stock of the Company will be modified to
be exercisable for Exchangeable Shares; and
(vi) after the merger, the Authorized Capital of the Company will be as
follows:
COMMON STOCK
Common Stock, par value of $0.01 per share. After the reorganization,
all voting common stock of the Company will be held by the Corporation.
EXCHANGEABLE SHARES
Exchangeable Shares, which shall rank PARI PASSU with the voting common
stock of the Company with respect to dividend rights and shall have the right to
economically equivalent distributions as the voting common stock, on
liquidation, winding-up or dissolution but will 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 the Corporation in exchange for Common Shares. The holders of
the Exchangeable Shares will have the right, at any time, to require the
Corporation 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
shall be subject to applicable U.S. securities laws and the Common Shares may
not be F-38 delivered 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. 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 the Corporation which shall be, at the option
of the Corporation, 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
17
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE DATA)
outstanding (other than Exchangeable Shares held by the Corporation or any of
its affiliates). The Exchangeable Shares shall 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 of $0.01 per share, which
will rank pari passu to the voting common stock of the Company and the
Exchangeable Shares and rank junior to all other series of preferred stock of
the Company. The Special Dividend Preferred Stock will carry 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 Share). The Special Dividend Preferred
Stock shall be automatically cancelled by the Company on a date when there are
no longer any Exchangeable Shares or any other securities convertible into
Exchangeable Shares outstanding.
PREFERRED STOCK
The board of directors has the authority to issue the preferred stock
in one or more series and to fix the designations, rights, privileges,
restrictions and conditions attaching to the series, including dividend rights,
conversion rights, voting rights, terms of redemption, redemption prices,
liquidation preferences and the number of shares constituting any series,
without further vote or action by the stockholders.
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 $12.5 million. All
of the outstanding 13% Pay-in-Kind Preferred Stock will be repurchased by the
Company for cancellation and all accrued dividends thereon paid with a portion
of the proceeds of the Offering; and
(c ) prior to the Offering, a new stock option plan ("New Plan") will become
effective (subject to receipt of all regulatory approvals). The maximum number
of Common Shares that may be reserved for issuance pursuant to options granted
under the New Plan will be 15% of the total number of Common Shares that will be
issued and outstanding at the closing of the Offering (including Common Shares
to be issued upon the exchange of Exchangeable Shares). Under the New Plan, the
Corporation may grant options to purchase Common Shares to directors, officers,
employees and consultants of the Corporation and its subsidiaries. These options
would be exercisable over a five-year period, beginning on the first anniversary
date of the grant, unless the Board of Directors of the Corporation determines a
different vesting schedule. Subject to certain prior events of expiry, such as
the termination of an optionee's employment, all options expire on the tenth
anniversary of the applicable date of grant; and
(d) on March 28, 2003, the Corporation and certain of its subsidiaries entered
into a new ten-year license agreement ("New NHL License Agreement") with the NHL
which will be effective upon a pre-payment of certain royalties in the amount of
$30,000,000 from the Offering or, subject to the NHL's consent, from alternative
sources. In addition, the Corporation granted to the NHL an option to purchase
75,000 shares at the Offering price. Under the term of the New NHL License
Agreement, the prepaid NHL royalty will be expensed over the terms of the
agreement based on the schedule of royalty payments, ranging from $800,000 to
$4,912,500.
18
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
INTRODUCTION
We can trace our origins to September 1899, when the Canada
Cycle and Motor Company (CCM) was formed as a manufacturer of bicycles and
motorcars. In 1905, CCM began marketing ice hockey skates for a sport barely 30
years old at that time and, in 1937, acquired the Tackaberry (later Tacks) trade
name. In 1983, CCM was amalgamated with Sport Maska Inc., a manufacturer of
hockey jerseys for the NHL since 1967. Prior to 1994, the Company consisted of
the hockey products business and the toy and fitness products business marketed
under the Buddy L name. While the Company was economically sound, the
subsidiaries that operated the toy and fitness products business were not
financially stable and filed for Chapter 11 bankruptcy protection in March 1995.
Although the Company continued to operate and service its trade debt on a timely
basis, it defaulted on its credit agreement as a result of the losses at the toy
and fitness products business. This ultimately resulted in the Company filing
for relief under Chapter 11 of the U.S. Bankruptcy Code in October 1995. WS
Acquisition LLC, an affiliate of Wellspring Capital Management LLC, acquired a
controlling interest in us in April 1997 as part of our emergence from
bankruptcy. In November 1998, we acquired Sports Holdings Corp., Europe's
largest manufacturer of ice, roller and street hockey equipment and their JOFA,
KOHO, Canadien, Heaton and Titan brands. As a result, we are now the world's
largest marketer, designer and manufacturer of hockey equipment and related
apparel.
Our business is seasonal. The seasonality of our business affects net
sales and borrowings under our credit agreements. Traditional quarterly
fluctuations in our business may vary in the future depending upon, among other
things, changes in order cycles and product mix.
SELECTED FINANCIAL DATA
The following discussion provides an assessment of our results of
continuing operations, financial condition and liquidity and capital resources,
and should be read in conjunction with the unaudited Consolidated Financial
Statements of the Company and Notes thereto included elsewhere herein. (All
references to "Note(s)" refer to the Notes to 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 or non-recurring items, if any. EBITDA is not a
measure of performance or financial condition under generally accepted
accounting principles, but is presented because it is 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 Three
Months ended Months ended
Mar. 31, 2002 Mar. 31, 2003
Operating income $ 311 $ 976
Depreciation and amortization 916 969
Capital taxes 142 149
Other expense, net - 132
Gain on sales of property, plant and equipment - 505
Foreign exchange gain 19 4,378
------------------- -----------------
EBITDA $ 1,388 $ 7,109
=================== =================
Under the terms of The Hockey Company's short and long-term debt agreements,
restructuring and other unusual or non-recurring items would be added back to
EBITDA.
19
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2003
2003 COMPARED TO 2002
Net sales grew by 10.6% in 2003 to $37.8 million, from $34.2 million in
2002, of which $2.4 million is attributable to the strengthening of our foreign
denominated currencies. We experienced growth in all of our main product groups
but above all, in the stick category because of the demand for the Vector
one-piece hockey stick.
Gross profit increased by 12.1% in 2003 to $16.7 million, from $14.9
million in 2002, of which $1.1 million is attributable to the currency
fluctuations. Measured as a percentage of net sales, gross margin increased to
44.2% in 2003 from 43.7% in 2002. The increase is mainly due to the
restructuring and outsourcing efforts from 2002 that included the closures of
three North American manufacturing facilities in order to reduce excess capacity
and achieve greater operating efficiencies.
Selling, general and administrative expenses decreased as a percentage
of sales to 41.6% of 2003 sales, from 42.8% of total 2002 sales. In dollar
terms, there was an increase to $15.7 million in 2003 from $14.6 million in
2002, of which $1.0 million is attributable to currency fluctuations. Selling
and marketing expenses increased because of the variable costs associated with
higher sales.
Operating income for the three months ended March 31, 2003 was $1.0
million compared to $0.3 million in the three months ended March 31, 2002.
Other income, net 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.
EBITDA, as defined above, increased significantly to $7.1 million in
the three months ended March 31, 2003 compared to $1.4 million in the first
three months of 2002. Included in the $7.1 million is a positive foreign
exchange impact of $4.4 million of which $4.6 million resulted from the
translation of our U.S. dollar denominated long term debt, 50% of which is held
by Sport Maska Inc.
Interest expense including amortization of deferred financing costs
($0.4 million and $0.6 million in the three months ended March 31, 2003 and
2002, respectively) increased to $4.0 million in the three months ended March
31, 2003 compared to $3.2 million in the first three months of 2002 reflecting
the issue of high-yield Secured Notes in April 2002.
Income before income taxes was $2.0 million in the three months ended
March 31, 2003 versus a loss before income taxes of $2.9 million for first three
months in 2002.
Net income for the three months ended March 31, 2003 was $1.7 million
compared to a $3.0 million net loss for the three months ended March 31, 2002.
Net income attributable to common stockholders for the three months
ended March 31, 2003 was $1.0 million compared to a net loss of $3.6 million for
the corresponding period in 2002. The difference between the redemption value of
the preferred stock and the recorded amount is now being accreted over the term
of the Secured Notes (as described below) by a charge to retained earnings.
20
LIQUIDITY AND CAPITAL RESOURCES
Our anticipated financing requirements for short-term working capital
requirements and long-term growth, future capital expenditures and debt service
are expected to be met through cash generated from our operations and borrowings
under our credit facilities. Effective November 19, 1998, one of our U.S.
subsidiaries, Maska U.S., Inc., as the borrower, and the credit parties named
therein entered into a credit agreement with the lenders referred to therein and
with General Electric Capital Corporation, as Agent and Lender for a period of
three years. Simultaneously, one of our Canadian subsidiaries, Sport Maska Inc.,
as the borrower, and the credit parties named therein entered into a credit
agreement with the lenders referred to therein and General Electric Capital
Canada Inc., as Agent and Lender for a period of three years (together with
General Electric Capital Corporation, "GECC"). The credit agreements are
collateralized by all accounts receivable, inventories and related assets of the
borrowers and our other North American subsidiaries, and are further
collateralized by a second lien on all of our and our North American
subsidiaries' other tangible and intangible assets. The credit agreements were
further extended and amended on October 17, 2002 for a period of three years in
connection with the issuance of the Units (as described below) to reflect the
repayment of the Caisse term loans and to maximize the amount of loans and
letters of credit under the two credit agreements to $35.0 million and $7.0
million, respectively. Under the terms of the Notes such indebtedness cannot
exceed $35.0 million and must be repaid in full at least once a year. There were
no borrowings outstanding under the credit agreements as at March 31, 2003 or
December 31, 2002, excluding $5.6 million of letters of credit outstanding and
we have met the annual repayment in full requirement for 2003.
As at March 31, 2003, borrowings under the U.S. credit agreement bear
interest at rates between U.S. prime plus 0.25% to 1.00% or LIBOR plus 1.50% to
2.50% depending on The Hockey Company's Operating Cash Flow Ratio, as defined in
the agreement. Borrowings under the Canadian credit agreement bear interest at
rates between the Canadian prime rate plus 0.50% to 1.25%, the U.S. prime rate
plus 0.25% to 1.00% and the Canadian Bankers' Acceptance rate or LIBOR plus
1.50% to 2.50% depending on The Hockey Company's Operating Cash Flow Ratio, as
defined in the agreement. In addition, we are charged a monthly commitment fee
at an annual rate of 1/4 to 3/8 of 1% on the unused portion of the revolving
credit facilities under the credit agreements and certain other fees.
The credit agreements contain customary negative and affirmative
covenants including those relating to capital expenditures, minimum interest
coverage and fixed charges coverage ratio. The credit agreements restrict, among
other things, the ability to pay cash dividends on the preferred and common
shares.
On November 19, 1998, in connection with the acquisition of Sports
Holdings Corp., we entered into a credit agreement with Caisse de depot et
placement du Quebec ("Caisse") to borrow Canadian $135.8 million for a period of
two years. The loan was further extended and amended into two facilities on
March 14, 2001 (Facility 1--Canadian $90 million due June 30, 2004 and Facility
2--Canadian $45.8 million due October 31, 2002). Each facility bore interest
equal to the Canadian prime rate plus 5% and Facility 2 bore additional interest
of 3.5% which was to be capitalized and repaid on the maturity of Facility 2. On
March 8, 2002 we acquired an option from the lender to extend the maturity of
Facility 2 plus capitalized interest to February 28, 2003. The amended credit
agreement was terminated in connection with the issuance of the Units (as
described below).
On April 3, 2002, we completed a private offering of $125 million
aggregate principal amount of 11 1/4% Senior Secured Note Units due April 15,
2009 (the "Units"), at a price of 98.806%, each such Unit consisting of $500
principal amount of 11 1/4% Senior Secured Notes due April 15, 2009 of the
Company and $500 principal amount of 11 1/4% Senior Secured Notes due April 15,
2009 of Sport Maska Inc., our wholly-owned subsidiary. An offer to exchange all
of the outstanding Units for 11 1/4% Senior Secured Note Units due 2009 (the
"Exchange Units"), which have been registered with the United States Securities
and Exchange Commission ("SEC") under the Securities Act of 1933, as amended,
pursuant to a registration statement on Form S-4 filed with the SEC on August
13, 2002, was completed on September 20, 2002. The terms of the Exchange Units
(and the underlying Exchange Notes) and those of the outstanding Units (and
underlying Notes) are identical, except that the transfer restrictions and
registration rights relating to the Units do not apply to the Exchange Units;
therefore, for purposes of this report on Form 10-Q, any reference to "Unit"
refers to both Units and Exchange Units and any reference to "Note" refers to
both Notes and Exchange Notes.
The Notes are fully and unconditionally guaranteed by all of our
restricted subsidiaries, excluding the Finnish subsidiaries. The stock of the
first-tier Finnish subsidiary was pledged and the security interest in the
assets of our Swedish subsidiaries is limited to $15 million. Among the
financial covenants in the indenture, our ability to borrow under the
21
revolving credit facilities is restricted to a maximum of $35 million and the
payments of dividends or repurchases of stock are limited.
The proceeds of $123.5 million from the sale of the Units were used by
us (i) to repay all outstanding secured loans under the Amended and Restated
Credit Agreement with Caisse, dated March 14, 2001, (ii) to pay down secured
indebtedness under the U.S. and Canadian credit agreements with GECC, (iii) to
pay fees and expenses for the offering and (iv) for general corporate purposes.
The Amended and Restated Credit Agreement with Caisse and most documents related
thereto have been terminated and are of no further force and effect.
Jofa AB, our Swedish subsidiary, has entered into a credit agreement
with Nordea Bank in Sweden. The maximum amount of loans and letters of credit
that may be outstanding under the agreement is SEK 90 million (approximately
$10.5 million). The facility is collateralized by the assets of Jofa AB, bears
interest at a rate of STIBOR (currently 3.65 %) plus 0.90%, matures on December
31, 2003 and is renewable annually. Total borrowings as at December 31, 2002 and
March 31, 2003 were nil (excluding $0.3 million of letter of credits
outstanding, 2002 - $1.6 million). Management believes that the credit agreement
can be renewed or refinanced upon maturity. If this agreement cannot be renewed
or financed with Nordea Bank, the Company will seek alternate sources of
financing to replace this agreement. In addition, Jofa AB entered into a
separate credit agreement with Nordea Bank in May, 2000 to borrow SEK 10
million, or approximately $1.2 million. The loan has a term of four years with
annual principal repayments of SEK 2.5 million, or approximately $0.3 million.
The loan is secured by a chattel mortgage on the assets of Jofa AB and bears an
interest rate of STIBOR plus 1.25%. The balance of this loan was repaid on March
3, 2003.
Effective July 10, 2001, KHF Finland Oy, our Finnish subsidiary,
entered into a credit agreement with Nordea Bank in Finland. The maximum amount
of loans and letters of credit that may be outstanding under the agreement is
EUR 2.4 million (approximately $2.6 million). The facility is renewable annually
and is collateralized by the assets of KHF Finland Oy and bears interest at a
rate of EURIBOR (2.58% at March 31, 2003) plus 0.9%. Total borrowings as at
March 31, 2003 and December 31, 2002 were nil. Management believes that the
credit agreement will be renewed or refinanced upon maturity.
Cash provided by operating activities during the three months ended
March 31, 2003 was $8.6 million compared to $4.7 million in 2002. Net income was
$1.7 million in the three months ended March 31, 2003 compared to a net loss of
$3.0 million in the first 3 months of 2002. EBITDA was $7.1 million for the
three months ended March 31, 2003 compared to $1.4 million in the first three
months of 2002. Inventory increased by $7.4 million from December 31, 2002 to
March 31, 2003, whereas accounts receivable were lower by $13.8 million from
December 31, 2002 in line with the seasonal nature of our business. Accounts
payable and accrued liabilities are higher mainly due to receiving extended
terms from suppliers and accrued interest on the high-yield Secured Notes.
Cash provided by investing activities during the three months ended
March 31, 2003 was $1.0 million compared to $0.2 million used in the first three
months of 2002, primarily due to the sale of our Drummondville manufacturing
facility in the first quarter of 2003.
Cash used in financing activities during the three months ended March
31, 2003, was $0.7 million compared to $6.4 million in the first three months of
2002. The variance is mainly due to the pay-down of short-term borrowings in the
first three months of 2002.During the three months ended March 31, 2003, the
foreign currency translation adjustment was a favourable $2.8 million which was
principally a result of the strengthening Canadian dollar against the U.S.
dollar. During the three months ended March 31, 2002, the foreign exchange
translation adjustment was an unfavourable $0.7 million, which was primarily a
result of the weakening Canadian dollar against the U.S. dollar in 2002
We follow the customary practice in the sporting goods industry of
offering extended payment terms to creditworthy customers on qualified orders.
Our working capital requirements generally peak in the second and third quarters
as we build inventory and make shipments under these extended payment terms.
Certain of our subsidiaries lease office and warehouse facilities and
equipment under operating lease agreements. Certain of our subsidiaries have
also entered into agreements that call for royalty payments generally based on
net sales of certain products and product lines. Certain agreements require
guaranteed minimum payments over the royalty term. We also pay the NHL, CHL, and
certain professional players and teams an endorsement fee in exchange for the
promotion of our
22
brands. Furthermore, we have repayment obligations on our long-term debt. The
following is a schedule of future minimum payments and annual obligations under
these commitments, as well as the repayment of our Secured Notes in 2009:
(In thousands)
2003 $ 16,687
2004 15,620
2005 7,165
2006 to 2008 2,525
2009 125,000
--------
$166,997
========
The above reflects the Current NHL License Agreement expiring in 2005.
With the implementation of the New License Agreement following the pre-payment
of royalties of $30.0 million from the proceeds of the Offering as described
below or, subject to the NHL's consent, from alternate sources, 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. Of these amounts, approximately $0.2 million
remains unpaid at March 31, 2003 (December 31, 2002 - $0.9 million).
PRELIMINARY BASE PREP PROSPECTUS
On April 7, 2003, The Hockey Company Holdings Inc. (the "Corporation")
filed a preliminary base PREP prospectus for the issue of common shares (the
"Offering"). Conditional on the successful completion of the Offering,
immediately prior to the closing of the Offering, the Corporation will
participate in a reorganization with us The Corporation, which has incorporated
Hockey Merger Co. ("Subco") on February 24, 2003, and Subco have entered into a
merger agreement on April 2, 2003 with us. Under the terms of the merger
agreement, Subco will merge with us, and the Corporation, through Subco, will
receive and hold all of our outstanding voting common stock. Each existing
holder of common will receive 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 will have 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 will be accounting for the merger as a continuity of
The Hockey Company as a transaction between related parties and, accordingly,
the consolidated financial statements will be prepared using the historical cost
basis as though both the Corporation and the The Hockey Company had been
combined since inception.
NEW NHL LICENSE AGREEMENT
On March 28, 2003, the Corporation and certain of its subsidiaries entered into
a new ten-year license agreement ("New NHL License Agreement") with the NHL
which will be effective upon a pre-payment of certain royalties in the amount of
$30.0 million from the Offering or, subject to the NHL's consent, from
alternative sources. In addition, the Corporation granted to the NHL an option
to purchase 75,000 shares at the Offering price. Under the term of the New NHL
License
23
Agreement, the prepaid NHL royalty will be expensed over the terms of the
agreement based on the schedule of royalty payments, ranging from $0.8 million
to $4.9 million.
NEW ACCOUNTING PRONOUNCEMENTS
On April 30, 2002, the Financial Accounting Standards Board ("FASB")
issued Statements of Accounting Standards ("SFAS") No. 145, RESCISSION OF FASB
STATEMENTS No. 4, 44, and 64, AMENDMENT OF FASB STATEMENT No. 13, AND TECHNICAL
CORRECTIONS. SFAS No. 145 rescinds Statement 4, which required all gains and
losses from extinguishment of debt to be classified as an extraordinary item,
net of related income tax effect, if material in the aggregate. Due to the
rescission of SFAS No. 4, the criteria in Opinion 30 will now be used to
classify those gains and losses. The provisions of SFAS No. 145 related to the
rescission of SFAS No. 4 are effective for fiscal years beginning after May 15,
2002. Any gain or loss on extinguishment of debt that was classified as an
extraordinary item in prior periods presented that does not meet the criteria
for classification as an extraordinary item will be reclassified. The provisions
of SFAS No. 145 related to SFAS No. 13 are effective for transactions occurring
after May 15, 2002. All other provisions of this Statement shall be effective
for financial statements issued on or after May 15, 2002. We adopted this
Statement on January 1, 2003 and no significant adjustments resulted for the
quarters ended March 31, 2003 and 2002. However we expect to reclassify losses
on early extinguishment of debt incurred in the quarter ended June 30, 2002 in
accordance with the issued SFAS No. 145.
In July 2002, FASB issued SFAS No. 146, ACCOUNTING FOR COSTS ASSOCIATED
WITH EXIT OR DISPOSAL ACTIVITIES, which addresses financial accounting and
reporting for costs associated with exit or disposal activities and nullifies
EITF Issue No. 94-3 "LIABILITY RECOGNITION FOR CERTAIN EMPLOYEE TERMINATION
BENEFITS AND OTHER COSTS TO EXIT AN ACTIVITY (INCLUDING CERTAIN COSTS INCURRED
IN A RESTRUCTURING) ". SFAS No.146 requires that a liability for a cost
associated with an exit or disposal activity be recognized at the time when the
liability is incurred. SFAS No.146 eliminates the definition and requirement for
recognition of exit costs at the date of an entity's commitment to an exit plan
in Issue 94-3. We adopted SFAS No.146 and will apply these provisions for exit
and disposal activities initiated after December 31, 2002. There were no exit or
disposal activities initiated during the quarter ended March 31, 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 initial recognition and measurement provisions of
FIN 45 are applicable on a prospective basis to guarantees issued or modified
after December 31, 2002. We have adopted these rules as of January 1, 2003 and
no significant transitional adjustments resulted from its adoption.
24
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 Secured
Notes debt is held by a Canadian subsidiary. Fluctuation in the Canadian dollar
against our U.S. dollar can give rise to significant volatility in net income.
We are also exposed to foreign exchange fluctuations due to our
significant sales and costs in Canada, Sweden and Finland. If the average
exchange rate of the Canadian dollar, Swedish Krona and Euro were to vary by 1%
versus the U.S. dollar, the effect on sales for the first three months of 2003
would have been $0.1 million, $0.1 million and less than $0.1 million,
respectively. We also have operating expenses in each of these currencies, which
would mitigate the impact of such foreign exchange variation on cash flows from
operations. Further, a 1% variation in the Canadian dollar versus the U.S.
dollar would have an effect of approximately $0.7 million on translation of our
long-term debt for the entire year given that 50% of the debt is held by the
Canadian operating company.
Our European and Canadian subsidiaries each have operating credit
facilities denominated in their respective local currencies; these debt
facilities are hedged by the operating revenues generated in the local
currencies of the subsidiaries. As we hold either long-term or operating debt
facilities denominated in the currencies of our European subsidiaries, our
equity investment in those entities are hedged against foreign currency
fluctuations. We do not engage in speculative derivative activities. We are
exposed to changes in interest rates primarily as a result of our operating
credit facilities used to maintain liquidity and fund capital expenditures.
Management's objective, regarding interest rate risk, is to limit the impact
of interest rate changes on earnings and cash flows and to reduce overall
borrowing costs. To achieve these objectives, we maintain the ability to
borrow funds in different markets, thereby mitigating the effect of large
changes in any one market. Our operating credit facilities have 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
Our Chief Executive Officer and Chief Financial Officer have
evaluated the effectiveness of our disclosure controls and procedures (as such
term is defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), as of a date 90 days prior to the
filing of this quarterly report (the "Evaluation Date"). Based on such
evaluation, those officers have concluded that, as of the Evaluation Date, our
disclosure controls and procedures are reasonably effective in alerting
management of the Company on a timely basis to material information relating to
our Company required to be included in our reports filed or submitted under the
Exchange Act.
(b) Changes in Internal Controls
Since the Evaluation Date, there have not been any significant
changes in our internal controls or in other factors that could significantly
affect such controls.
25
THE HOCKEY COMPANY
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Reference is made to Note 7 of the Notes to Unaudited Consolidated
Financial Statements included in Part I of this report.
ITEM 2. CHANGES IN SECURITIES.
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On March 6, WS Acquisition LLC, which owned approximately 50.4% of the
Company's voting power as of such date, gave its written consent to the
merger of Hockey Merger Co. with and into the Company, which merger is
contingent upon the consummation of the initial public offering of The
Hockey Company Holdings Inc. in Canada.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
10.1 Letter Agreement, dated February 15, 2001, among NHL
Enterprises, L.P., NHL Enterprises Canada, L.P., NHL
Enterprises B.V., Sport Maska Inc., Maska U.S., Inc.,
Jofa AB and KHF Finland Oy.
10.2 Amendment to Letter Agreement, dated March 28, 2003,
among NHL Enterprises, L.P., NHL Enterprises Canada,
L.P., NHL Enterprises B.V., Sport Maska Inc., Maska
U.S., Inc., Jofa AB and KHF Finland Oy.
99.1 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.
99.2 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.
(b) Reports on Form 8-K.
On April 8, 2003, the Company issued a report on Form 8-K
regarding the proposed initial public offering in Canada and
related merger, the resignation of two directors and the
execution of a new NHL license agreement.
26
SIGNATURES
Pursuant to the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
THE HOCKEY COMPANY
(REGISTRANT)
By: /s/ Robert A. Desrosiers
------------------------------------------------------
Name: Robert A. Desrosiers
Title: Chief Financial Officer and Vice President,
Finance and Administration
Date: May 8, 2003
CERTIFICATIONS*
I, Matthew O'Toole, certify that:
1. I have reviewed this quarterly report on Form 10-Q of The Hockey Company;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: May 8, 2003
/s/ Matthew O'Toole
----------------------------------
Matthew O'Toole
Chief Executive Officer
CERTIFICATIONS*
I, Robert Desrosiers, certify that:
1. I have reviewed this quarterly report on Form 10-Q of The Hockey Company;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: May 8, 2003
/s/ Robert Desrosiers
----------------------------------
Robert Desrosiers
Chief Financial Officer
EXHIBIT 10.1
February 15, 2001
VIA FACSIMILE AND FEDERAL EXPRESS
Mr. Matthew H. O'Toole
Senior Vice President, Marketing and Sales
The Hockey Company
3500 Blvd. de Maisonneuve Ouest
Suite 800
Westmount, Quebec H3Z 3C1
Canada
Re: NHL LICENSE FOR AUTHENTIC JERSEYS FOR 30 TEAMS AND OTHER
PRODUCTS
Dear Matt:
This letter agreement (together with the exhibits attached hereto, the "LETTER
AGREEMENT") will confirm our agreement and understanding with respect to the
license agreement between the NHLE entities listed below, on the one hand
(collectively, "NHLE"), and Sport Maska Inc. ("SPORT MASKA"), Maska U.S., Inc.
("MASKA U.S."), Jofa AB and KHF Finland Oy, on the other hand (collectively,
"THC"), for authentic jerseys for the 30 NHL member teams and certain other
products (the "LICENSE").
The parties acknowledge that pursuant to that certain letter agreement dated
September 25, 1998, as amended on October 27, 1998 (the "1998 LICENSE"), NHLE
has previously granted to Sport Maska and Maska U.S. certain rights to
manufacture, sell and market, among other products, authentic jerseys for 15 NHL
member teams (the "CCM TEAMS"), and that the proposed License described herein
will modify the existing rights of Sport Maska and Maska U.S. under the 1998
License. To the extent not modified by this Letter Agreement, the terms and
conditions set forth in the 1998 License shall govern the License described
herein.
Mr. Matthew H. O'Toole 2 February 15, 2001
All amounts set forth herein are in United States dollars.
1. GRANT OF RIGHTS. NHLE shall grant to THC an exclusive and, with respect to
the headwear products listed in Sections 1.d and 2.c of EXHIBIT A attached
hereto, non-exclusive License to manufacture, sell and market certain NHLE
products (the "PRODUCTS") under three (3) different brand names (CCM, Koho and
Jofa), all as described in such EXHIBIT A, subject to and in accordance with the
terms set forth herein, including without limitation the terms of NHLE's
Standard Terms and Conditions as set forth in EXHIBIT B attached hereto (the
"STANDARD TERMS AND CONDITIONS"). THC's brand names shall be placed on the back
in the upper third of the jersey Products, in a precise location and size to be
agreed upon by the parties.
During the Term, THC shall be the exclusive supplier on-ice of practice jerseys
and of jerseys and pants for NHL officials (I.E., referees and linesmen), all of
which Products shall be produced under the Jofa brand name.
2. TERM. July 1, 2000 through June 30, 2004, or as may be extended pursuant to
this Letter Agreement. Unless otherwise extended pursuant to Paragraph 17
hereof, the Term may be extended through June 30, 2005, (i) by NHLE if Earned
Royalties exceed the Minimum Guarantee (as such terms are defined below) for
each of the second and third years of the Term, and, (ii) by THC if Earned
Royalties are less than the Minimum Guarantee for each of the second and third
years of the Term. Notice of such extension must be delivered in writing by
September 1, 2003. Each period from July 1 of a particular year of the Term
through June 30 of the next succeeding year of the Term shall hereinafter be
referred to as a "License Year."
3. TERRITORY. Worldwide.
4. TEAM ALLOCATION. All 30 NHL member teams, including the 15 CCM Teams and the
15 remaining NHL member teams (the "ADDITIONAL TEAMS"), as set forth on EXHIBIT
C attached hereto.
5. ROYALTIES. THC shall pay to NHLE as royalties the following percentages (each
such percentage, a "ROYALTY RATE") of Net Sales (as such term is defined in
Section 2(g) of the Standard Terms and Conditions:
Mr. Matthew H. O'Toole 3 February 15, 2001
a. authentic and Center Ice products: o %
b. named/numbered jerseys: o %
c. Licensed Blank Jerseys (as defined in Section 1.a.v of
EXHIBIT A attached hereto): o %
d. all other products: o %.
Each Royalty Rate shall be increased by o as of July 1, 2002 and by an
additional o as of July 1, 2003.
THC shall submit royalty reports for sales of all Products for each month during
the Term by the 20th day of the following month, in accordance with Section 4 of
the Standard Terms and Conditions, together with Royalty Payments (as defined in
Section 2(h) of the Standard Terms and Conditions) for sales of the Products
listed in Paragraph 5.c above. Except as provided in Paragraph 6.d below, THC
shall not be obligated to make monthly Royalty Payments on sales of the Products
listed in Paragraphs 5.a, 5.b and 5.d above.
6. INITIAL LICENSE FEE, FIRST YEAR FLAT FEE AND MINIMUM GUARANTEES. THC shall
pay the following amounts to NHLE on or before the dates set forth below and
shall be subject to the following terms and conditions:
a. the sum of $ o million (the "INITIAL LICENSE FEE"), which
shall be paid to NHLE on or prior to the Closing Date
(as defined below);
b. the sum of $ o million, which shall be paid to NHLE in
lieu of a Minimum Guarantee for the 2000-2001 License Year and
which shall be due in twelve (12) equal installments on the
first day of each month of such License Year, commencing with
the first such payment due and payable on July 1, 2000 (the
"FIRST YEAR FLAT FEE"). THC shall have no obligation to pay
Royalties or Minimum Guarantees for the 2000-2001 License
Year;
c. a guaranteed minimum payment (a "MINIMUM GUARANTEE") for each
of the remaining License Years as set forth below, each such
Minimum Guarantee to be paid in twelve (12) equal installments
on the first day of each month of the applicable License Year,
Mr. Matthew H. O'Toole 4 February 15, 2001
commencing with the first such payment for the 2001-2002
License Year due and payable on July 1, 2001:
i. For the 2001-2002 License Year: $ o million
ii. For the 2002-2003 License Year: $ o million
iii. For the 2003-2004 License Year: $ o million
iv. For the 2004-2005 License Year
(if applicable): $ o million;
d. As security for THC's obligation to pay the Minimum Guarantees
and the First Year Flat Fee, THC shall deliver to NHLE on or
prior to the Closing Date an irrevocable standby letter of
credit for the benefit of NHLE in the amount of $ o
million in a form acceptable to and previously approved by
NHLE and THC's bank (as defined in EXHIBIT I attached hereto,
the "LETTER OF CREDIT"). The terms of the Letter of Credit and
the rights and obligations of the parties in connection
therewith are set forth in EXHIBIT I attached hereto;
e. For each of the 2001-2002, 2002-2003 and 2003-2004 License
Years (and the 2004-2005 License Year, if applicable)
Royalties earned on net sales ("EARNED ROYALTIES") during such
License Year for the Products listed in Paragraphs 5.a, 5.b
and 5.d hereof shall be credited towards the Minimum Guarantee
due for such License Year. No other amounts (including without
limitation Earned Royalties for the Products listed in
Paragraph 5.c hereof and all fees ("ON-ICE FEES") paid by THC
for the right to supply NHL players with equipment on-ice
bearing THC brand names during NHL games) shall be credited
towards the Minimum Guarantees due hereunder;
f. All Earned Royalties for the Products listed in Paragraphs
5.a, 5.b and 5.d hereof for each of the 2001-2002, 2002-2003
and 2003-2004 License Years (and the 2004-2005 License Year,
if applicable) which shall be in excess of the Minimum
Guarantee due for such License Year, which excess Earned
Royalties shall be paid to NHLE within thirty (30) days
following the end of the applicable License Year. Earned
Royalties in excess of the Minimum Guarantee for a particular
License Year may not be credited
Mr. Matthew H. O'Toole 5 February 15, 2001
towards or otherwise offset
against the Minimum Guarantee for any other License Year or
any other amount due under the License. The parties agree that
Paragraphs 5.B and 5.C and Exhibit A of the 1998 License shall
be superseded hereby;
g. Upon the occurrence of any event described in Paragraph
15.b(ii) below (a "QUALIFYING EVENT"), Paragraph 6.c hereof
shall immediately cease to be effective and shall be replaced
by the following revised Minimum Guarantees:
i. For the 2001-2002 License Year: $ o million
ii. For the 2002-2003 License Year: $ o million
iii. For the 2003-2004 License Year: $ o million
iv. For the 2004-2005 License Year
(if applicable): $ o million;
PROVIDED, HOWEVER, that the acquisition of Effective Control
(as defined below) of THC by any of the entities listed on
EXHIBIT L attached hereto shall not be deemed to be a
Qualifying Event; PROVIDED FURTHER that THC's obligation to
pay the revised Minimum Guarantees shall become effective as
of the date of the Qualifying Event and shall not be applied
retroactively, and the Minimum Guarantee and the revised
Minimum Guarantee due for the License Year in which the
Qualifying Event occurs shall each be prorated accordingly;
PROVIDED FURTHER that the revised Minimum Guarantees shall
continue to be paid in twelve (12) equal installments on the
first day of each month of the applicable License Year;
PROVIDED FURTHER that the terms of Paragraph 6.d above shall
continue to be effective; and
h. The parties agree that the payment of On-Ice Fees by THC shall
continue to be governed by Paragraph 9.E of the 1998 License.
Notwithstanding anything to the contrary contained in the 1998
License, player pants shall be deemed to have been included in
such 1998 License as one of the equipment categories under the
Jofa brand name for which THC shall pay the aggregate annual
On-Ice Fee set forth in Paragraph 9.E of the 1998 License.
Mr. Matthew H. O'Toole 6 February 15, 2001
7. ADDITIONAL PAYMENT FOR INSUFFICIENT SALES. If during the 2001-2002 License
Year Earned Royalties amount to less than o percent ( o %) of the
Minimum Guarantee for such year, NHLE shall receive an immediate cash payment
from THC of $ o , which shall be in addition to, and shall not be credited
towards, the Initial License Fee, the First Year Flat Fee, Royalties, Minimum
Guarantees, the Supplemental License Fee or any other obligations of THC under
the License; PROVIDED, HOWEVER, that this provision shall not apply in the event
that the Minimum Guarantee due for either the 2001-2002 or the 2002-2003 License
Year is reduced pursuant to Paragraph 17 hereof.
8. GENERAL LEAGUE MARKETING COMMITMENT. During the 2000-2001 License Year, THC
shall spend a minimum of $ o on NHL marketing, as mutually agreed by NHLE
and THC (the "LEAGUE MARKETING COMMITMENT"), which shall be in addition to, and
shall not be credited towards, the Initial License Fee, the First Year Flat Fee,
Royalties, Minimum Guarantees, the Supplemental License Fee or any other
obligations of THC under the License.
9. TEAM MARKETING COMMITMENTS. During each License Year, THC shall spend a
minimum of $ o with each team on team marketing, as mutually agreed
with each such team (each, a "TEAM MARKETING COMMITMENT," and together,
the "TEAM MARKETING COMMITMENTS"). The Team Marketing Commitments shall
be in addition to, and shall not be credited towards, the Initial
License Fee, the First Year Flat Fee, Royalties, Minimum Guarantees,
the Supplemental License Fee or any other obligations of THC under the
License. o . THC's marketing agreement with each team shall
provide, unless otherwise agreed with such team, that THC shall deliver
the full amount of the annual Team Marketing Minimum to such team
o on or before October 1 of each License Year, and o .
10. ADDITIONAL PAYMENTS FOR KOHO SALES. Within thirty (30) days after the end of
each License Year, THC shall pay to NHLE o percent ( o %) of the amount
by which THC's gross revenues in North America for Koho products other than the
Products ("KOHO GROSS REVENUES") for such year exceeded the Koho Gross Revenues
for the twelve-month period ended June 30, 2000 ("BASE YEAR KOHO GROSS
REVENUES"). Such payments shall be in addition to, and shall not be credited
towards, the Initial License Fee, the First Year Flat Fee, Royalties, Minimum
Guarantees, the Supplemental License Fee or any other obligations of
Mr. Matthew H. O'Toole 7 February 15, 2001
THC under the License. Together with such payments, THC shall submit to NHLE a
sales report showing the Koho Gross Revenues for the applicable License Year and
the Base Year Koho Gross Revenues. Further, THC shall submit to NHLE a sales
report showing the Base Year Koho Gross Revenues within thirty (30) days
following the date hereof. Each such sales report shall be certified by an
officer of THC.
11. PRODUCT PRODUCTION AND DELIVERY, AND MAINTENANCE OF PRODUCT INVENTORIES. For
each License Year, THC shall meet the Product production deadlines set forth in
EXHIBIT D attached hereto and the Product delivery deadlines set forth on
EXHIBIT E attached hereto, and shall maintain the Product inventories set forth
on EXHIBIT F attached hereto, subject to the conditions set forth in each such
exhibit. Notwithstanding anything to the contrary contained elsewhere herein,
during the last six (6) months of the last License Year of the Term in the event
that NHLE has notified THC in writing that the License will not be renewed or
extended, THC shall manufacture only such quantities of the Products which are
to be sold at retail as are reasonably necessary to fulfill orders for delivery
to be made during such last License Year.
12. HOT MARKET PRODUCTS. NHLE and THC shall negotiate in good faith to conclude,
during the Term, a separate, non-exclusive license authorizing THC to produce
one or more "hot market" products (E.G., for the 2002 NHL All-Star game).
13. OBLIGATION TO NEGOTIATE. The parties shall negotiate in good faith for a
period not to continue past December 31, 2001, unless otherwise agreed, to amend
the License and transfer some or all of the rights granted to THC pursuant
thereto to a joint venture entity to be owned by THC and NHLE. The basic terms
of such transaction, as agreed between the parties, are outlined on EXHIBIT G
attached hereto. In the event that the parties do not reach agreement on such an
amendment, the License shall remain in full force and effect.
14. QUALITY CONTROL, ETC. The Products and their manufacture, sale and
marketing, as well as certain other terms and conditions, shall be subject to
the Standard Terms and Conditions.
15. CHANGE OF CONTROL.
Mr. Matthew H. O'Toole 8 February 15, 2001
a. THC shall, in the event of a proposed Change of Control (as
defined below), request the prior written consent of NHLE,
which consent shall not be unreasonably withheld. NHLE shall,
within ten (10) business days of its receipt of a written
request for such consent, either: (i) grant such consent in
writing; or (ii) provide written reasons explaining its
refusal to grant such consent. In the event that THC or the
entity acquiring control is unable, within a reasonable period
of time, to address such written reasons to the satisfaction
of NHLE, acting reasonably, and the Change of Control is
consummated, NHLE shall have the right to terminate the
License.
b. Change of Control shall mean: (i) any assignment, transfer or
sublicense of any or all of the rights granted in the License
to any third party; or (ii) any transaction or series of
transactions or any reorganization or similar event that
results in any entity or person other than an entity or person
presently having Effective Control (as defined below),
including without limitation Wellspring Capital Management
LLC, (x) acquiring more than 49% of the equity interest,
voting power or economic interest of THC, (y) otherwise
acquiring effective control of THC, whether by contract,
operation of law or otherwise (collectively, "EFFECTIVE
CONTROL"), or (z) acquiring a substantial portion of the
operating assets of THC necessary to carry on its business as
presently conducted.
c. NHLE agrees that in exercising its right to consent or
withhold consent to any Change of Control, NHLE shall consider
such factors as the following, all of which are included by
way of illustration only, and further agrees that its
consideration of such factors shall be made at all times in
good faith:
i. the compatibility of the proposed action and the
proposed assignee, transferee, sublicensee, pledgee
or purchaser, as the case may be (any such person
being referred to herein as the "PROPOSED PARTY"),
with the reasonable business objectives of NHLE and
its affiliates; PROVIDED, HOWEVER, that NHLE shall
not consider the compatibility of the Proposed
Mr. Matthew H. O'Toole 9 February 15, 2001
Party with the business objectives of any NHLE
licensee other than THC;
ii. the reputation of the Proposed Party within the
Proposed Party's business or industry for offering
quality and reliable services or products or both (as
the case may be);
iii. the financial strength of the Proposed Party; and
iv. the ability of the Proposed Party to fulfill or cause
THC to fulfill the obligations of THC under this
Letter Agreement, the License and the New Jofa
License (as defined below).
Notwithstanding the foregoing, THC shall not engage in or
permit to occur a Change of Control if the Proposed party has
publicly documented connections to legal or illegal gambling
activity or if any of the principal owners or officers of the
Proposed Party has been convicted in a criminal action.
d. In the event that NHLE withholds its consent to a proposed
Change of Control and a dispute arises as to whether such
consent was unreasonably withheld, THC may elect to have such
dispute settled on an expedited basis by binding arbitration.
In such an event, THC shall send written notice to NHLE of its
desire to arbitrate, and NHLE and THC shall jointly select an
arbitrator. If an arbitrator is not selected within ten (10)
days after NHLE's receipt of such notice from THC, the
American Arbitration Association in New York, New York shall
select the arbitrator. The arbitrator shall have financial or
marketing expertise in sports marketing and licensing. The
arbitration shall take place in New York, New York. The
arbitrator shall adopt the rules and procedures for commercial
arbitration of the American Arbitration Association. The
arbitrator shall endeavor to render a final decision within
thirty (30) days of the selection of the arbitrator. The
arbitrator's judgment shall be final and binding on the
parties. Judgment on the arbitrator's award may be entered in
any court having jurisdiction. In the event that THC does not
elect to have such dispute settled by
Mr. Matthew H. O'Toole 10 February 15, 2001
binding arbitration, THC may proceed with any other legal
remedies it may have.
16. SUPPLEMENTARY LICENSE FEE. THC shall pay to NHLE the sum of $ o (the
"SUPPLEMENTARY LICENSE FEE") in five (5) annual installments of $ o each,
which shall be delivered to NHLE on or before June 15 of each year beginning
with June 15, 2000 until the full Supplementary License Fee has been paid. The
Supplementary License Fee shall be in addition to, and shall not be credited
towards, the Initial License Fee, First Year Flat Fee, Royalties, Minimum
Guarantees or any other obligations of THC under the License.
17. WORK STOPPAGE. In the event that during a License Year any regular season or
playoff NHL games are not played as the result of a player strike, management
lockout or comparable work stoppage league-wide (a "WORK STOPPAGE"), the
following provisions shall apply (and there shall be no adjustment to any
amounts due hereunder other than as explicitly set forth in this Paragraph 17):
a. for purposes of this Paragraph 17: (i) the License Year during
which the Work Stoppage commences shall be referred to as the
"Work Stoppage License Year;" (ii) the regular season and
playoff NHL games not played as the result of a Work Stoppage
shall be referred to as the "Missed Regular Season Games" and
the "Missed Playoff Games," respectively; (iii) the total
number of regular season NHL games and playoff NHL games
originally scheduled for a particular License Year shall be
deemed to be one thousand two hundred thirty (1230) games and
seventy-five (75) games, respectively; (iv) each playoff
series (I.E., a two-team matchup) not played as the result of
a Work Stoppage shall count as five (5) Missed Playoff Games;
and (vi) the shortening of the maximum number of scheduled
games for a particular round of the playoffs from seven (7) to
five (5) games shall count as one and one-half (1 1/2) Missed
Playoff Games, and from seven (7) to three (3) games shall
count as three (3) Missed Playoff Games;
b. subject to Paragraph 17.h hereof, if there occur o ( o ) or
fewer Missed Regular Season Games during the Work Stoppage
License Year, there shall be no adjustment to the Minimum
Guarantees,
Mr. Matthew H. O'Toole 11 February 15, 2001
League Marketing Commitment or any other amounts due
hereunder;
c. if there occur o ( o ) or more Missed Regular Season Games
during the Work Stoppage License Year, THC shall be obligated
to pay the full amount of the Minimum Guarantee and the League
Marketing Commitment due for such Work Stoppage License Year,
and the Minimum Guarantee and League Marketing Commitment due
for the License Year immediately following the Work Stoppage
License Year (the "POST WORK STOPPAGE LICENSE YEAR") shall
each be reduced by an amount equal to o multiplied by a
fraction, the numerator of which shall be the number of Missed
Regular Season Games in the Work Stoppage License Year and the
denominator of which shall be the total number of regular
season NHL games originally scheduled for the Work Stoppage
License Year;
d. if the Term has not been extended through June 30, 2005
pursuant to Paragraph 2 hereof and (i) there occur o ( o ) or
more Missed Regular Season Games during Year 4 (the 2003-2004
License Year) or (ii) a Work Stoppage is in effect on February
28, 2004, THC shall have the right to extend the Term through
June 30, 2005, upon written notice to NHLE within thirty (30)
days after the termination of such Work Stoppage has been
formally announced by the NHL, but in no event later than
February 28, 2004;
e. if the Term has been extended for an additional License Year
(the "EXTENSION LICENSE YEAR") pursuant to Paragraph 2 hereof
or this Paragraph 17 and (i) there occur o ( o ) or more
Missed Regular Season Games during the Extension License Year
or (ii) a Work Stoppage is in effect on February 28 of the
Extension License Year, THC shall have the right to extend the
Term through June 30 of the year immediately following the
Extension License Year, upon written notice to NHLE within
thirty (30) days after the termination of such Work Stoppage
has been formally announced by the NHL, but in no event later
than February 28 of the Extension License Year, on the same
terms as are provided hereunder for the 2004-2005 License Year
(and the Minimum Guarantee and the League
Mr. Matthew H. O'Toole 12 February 15, 2001
Marketing Commitment due for the year immediately following
the Extension License Year shall be reduced as set forth in
this Paragraph 17);
f. if during the Post Work Stoppage License Year there occur o (
o ) or more Missed Regular Season Games, THC shall be
obligated to pay the full amount of the Minimum Guarantee and
League Marketing Commitment due for such Post Work Stoppage
License Year, as reduced pursuant to Paragraph 17.c hereof,
and the reduction in the Minimum Guarantee and the League
Marketing Commitment due for the License Year immediately
following such Post Work Stoppage License Year shall be
calculated as set forth in such Paragraph 17.c using o for
such Post Work Stoppage License Year;
g. if there occur o ( o ) or more Missed Regular Season Games
during each of two (2) consecutive License Years, THC shall
have the right, upon written notice to NHLE within thirty (30)
days after the termination of such Work Stoppage has been
formally announced by the NHL, but in no event later than
February 28 of the second of such two License Years, to:
i. extend the Term by an additional year through June
30, 2005, or June 30, 2006 or June 30, 2007 on the
same terms as are provided hereunder for the
2004-2005 License Year, as applicable, in each case
with no obligation to pay o for such additional
year; or
ii. elect to receive, in any one (1) of the five (5)
years following the Term, as THC shall decide in its
sole discretion, a semi-exclusive one-year license
from NHLE to be one of up to three (3) suppliers
licensed to manufacture, sell and market authentic
jerseys. Ten (10) NHL member teams shall be allocated
to THC under such license. The terms of such license
shall consist of terms substantially similar to the
terms of this License; PROVIDED, HOWEVER, that THC
shall have no obligation under such license to
pay o .
Mr. Matthew H. O'Toole 13 February 15, 2001
h. if there occur o ( o ) or fewer Missed Regular Season Games
during each of two (2) consecutive License Years such that the
total of such Missed Regular Season Games over such two years
is equal to or greater than o ( o ) Missed Regular Season
Games, THC shall be obligated to pay the full amount of the
Minimum Guarantee and the League Marketing Commitment due for
the Work Stoppage License Year (the first of such two years),
and the Minimum Guarantees and the League Marketing Commitment
due for the Post Work Stoppage License Year (the second of
such two years) and the License Year immediately following the
Post Work Stoppage License Year shall be reduced as set forth
in Paragraphs 17.c and 17.f hereof, respectively; PROVIDED,
HOWEVER, that if in such event the Post Work Stoppage License
Year is the final year of the Term, THC shall have the right
to extend the Term through June 30 of the year immediately
following the Post Work Stoppage License Year, upon written
notice to NHLE within thirty (30) days after the termination
of the Work Stoppage in the Post Work Stoppage License Year
has been formally announced by the NHL, but in no event later
than February 28 of the Post Work Stoppage License Year, on
the same terms as are provided hereunder for the 2004-2005
License Year (and the Minimum Guarantee and the League
Marketing Commitment due for the year immediately following
the Post Work Stoppage License Year shall be reduced as set
forth in this Paragraph 17);
i. if there occur any Missed Playoff Games in o of the NHL
playoffs during the Work Stoppage License Year, there shall be
no adjustments to the Minimum Guarantees, the League Marketing
Commitment or any other amounts due hereunder, other than as
provided in this Paragraph 17 in the event that there occur
Missed Regular Season Games; and
j. if there occur any Missed Playoff Games in more than o of the
NHL playoffs during the Work Stoppage License Year, the
Minimum Guarantee and the League Marketing Commitment due for
the Post Work Stoppage License Year shall be reduced by an
amount equal to o percent ( o %) of the Minimum Guarantee or
the League Marketing Commitment, as applicable (in each case,
before any
Mr. Matthew H. O'Toole 14 February 15, 2001
reduction pursuant to this Paragraph 17), due for the Work
Stoppage License Year, multiplied by a fraction, the numerator
of which shall be the number of Missed Playoff Games during
the Work Stoppage License Year, and the denominator of which
shall be the total number of playoff NHL games originally
scheduled for the Work Stoppage License Year. Any reduction in
Minimum Guarantees and the League Marketing Commitment
pursuant to this Paragraph 17.j shall be in addition to any
reduction in Minimum Guarantees and the League Marketing
Commitment provided for elsewhere in this Paragraph 17 in the
event that there occur Missed Regular Season Games.
k. The following examples are provided by way of illustration
only and each assumes that the 2002-2003 License Year is the
Work Stoppage License Year:
i. if, in the Work Stoppage License Year, the o of
the playoffs is not played, or if the maximum number
of scheduled playoff games for each series in such
first round is reduced (E.G., from seven (7) games to
five (5) games), there shall be no adjustments to the
Minimum Guarantees, the League Marketing Commitment
or any other amounts due hereunder;
ii. if, in the Work Stoppage License Year, both the first
and second rounds of the playoffs are not played due
to a Work Stoppage, the number of Missed Playoff
Games shall be sixty (60) games, which is calculated
as follows: 8 first round series multiplied by 5
games for a total of 40 games, plus 4 second round
series multiplied by 5 games for a total of 20 games,
for an aggregate total of 60 games. Accordingly, the
Minimum Guarantee, for example, for the Post Work
Stoppage License Year shall be reduced by $ o , which
is calculated as follows: o % multiplied by $ o
million (the Minimum Guarantee due for the Work
Stoppage License Year without reduction) multiplied
by 0.8 (which is equal to the quotient of 60 Missed
Playoff Games divided by 75 total playoff games
originally scheduled for the Work Stoppage
Mr. Matthew H. O'Toole 15 February 15, 2001
License Year). After such reduction, the Minimum
Guarantee for the Post Work Stoppage License Year
shall be equal to $ o million;
iii. if, due to a Work Stoppage, the maximum number of
scheduled playoff games for each series in each of
the second and third rounds of the playoffs is
reduced to five (5) games, the number of Missed
Playoff Games shall be nine (9) games, which is
calculated as follows: 4 second round series
multiplied by 1.5 games for a total of 6 games, plus
2 third round series multiplied by 1.5 games for a
total of 3 games, for an aggregate total of 9 games.
Accordingly, the League Marketing Commitment, for
example, for the Post Work Stoppage License Year
shall be reduced by $ o , which is calculated as
follows: o % multiplied by $ o (the League Marketing
Commitment due for the Work Stoppage License Year
without reduction) multiplied by 0.12 (which is equal
to the quotient of 9 Missed Playoff Games divided by
75 total playoff games originally scheduled for such
Work Stoppage License Year). After such reduction,
the League Marketing Commitment for the Post Work
Stoppage License Year shall be equal to $ o .
18. NEW JOFA LICENSE. NHLE hereby grants to THC certain rights to manufacture,
sell and market Jofa hockey equipment using certain NHL trademarks and/or
indicia, as set forth in EXHIBIT H attached hereto. Promptly following the
execution of this Letter Agreement, NHLE and THC shall execute a license
agreement incorporating the terms set forth in such exhibit (the "NEW JOFA
License"). Until the New Jofa License is executed by the parties, the terms set
forth in EXHIBIT H shall be in force and effect and fully binding upon the
parties.
19. PRO PLAYER INVENTORY. NHLE agrees that, without the prior consent of THC,
which consent shall not be unreasonably withheld, NHLE shall not, except as may
be provided in the Stipulation and Consent Order (as defined below), grant a
license for the sale of the Pro Player Inventory (as defined below) other than
to the Permitted Purchasers (as defined below), or entities selling such Pro
Player Inventory to the Permitted Purchasers, and, in the event of such a
proposed sale
Mr. Matthew H. O'Toole 16 February 15, 2001
of the Pro Player Inventory, NHLE shall request that THC be granted a first
opportunity to purchase the Pro Player Inventory. The Stipulation and Consent
Order shall mean the Stipulation and Consent Order Regarding the Rejection of
Certain Executory Contracts with NHL Enterprises, dated March 21, 2000, filed in
connection with the Chapter 11 proceedings of Pro Player, Inc. and its
affiliates. The Pro Player Inventory shall mean certain finished NHLE-licensed
inventory which, on May 11, 2000, was in the possession of entities other than
Pro Player which are located outside of the United States. The Permitted
Purchasers shall mean the entities permitted to purchase inventory from Pro
Player under the Stipulation and Consent Order and other related agreements.
Notwithstanding the foregoing, THC acknowledges that inventory, including
without limitation finished and unfinished authentic and replica jerseys bearing
the trademarks of NHL member teams and Pro Player, may have been produced, or
may be produced, which are not subject to the Stipulation and Consent Order. Any
infringement related to such jerseys shall be dealt with in accordance with the
provisions of section 3(n) of Exhibit B.
20. CONFIDENTIALITY. Due to the confidential nature of this transaction, no
party will make any announcement or disclosure regarding this transaction
(including without limitation the details of the negotiations and the terms
of the transaction and any details in connection with or associated with
its implementation) without the prior written consent of the other, unless
and except as required by applicable law, except that NHLE shall be
entitled to provide such details to a third party (the "OFFEREE") pursuant
to NHLE's contractual obligation to the Offeree concerning the Offeree's
right to match the terms of the letter agreement, dated May 11, 2000,
between NHLE and THC regarding a Proposed NHL License for Authentic Jerseys
for 30 teams and Other Products (the "2000 LICENSE").
If the transactions contemplated by this Letter Agreement are not consummated
for any reason, neither party shall disclose to any third party (other than to
the Offeree) any documents or other information provided to it by the other
party, except that the foregoing restriction will not apply to any information
that (i) was or since the time of disclosure has become part of the public
domain through no act or failure by the recipient party, (ii) was already in the
possession of any receiving party when initially disclosed, (iii) is or was
received from a third party before or after the time of disclosure (so long as
such information was not disclosed by such third party in violation of any
confidentiality
Mr. Matthew H. O'Toole 17 February 15, 2001
agreement of which the receiving party had knowledge), or (iv) may be required
to be disclosed by law or legal process.
21. Closing.
a. Notwithstanding anything to the contrary contained elsewhere
herein, the respective obligation of each party to consummate
the transactions contemplated herein is subject to the
satisfaction of each of the following conditions (each, a
"CLOSING CONDITION"):
i. the receipt by NHLE on or before February 22, 2001 of
an irrevocable letter of credit for the benefit of
NHLE in the amount of $ o million, the terms of
which (and the rights and obligations of the parties
in connection with which) are set forth in EXHIBIT J
attached hereto (the "INTERIM LETTER OF CREDIT");
ii. the receipt by NHLE on or prior to March 30, 2001 of
the Initial License Fee;
iii. the receipt by NHLE on or prior to March 30, 2001 of
a sum equal to that portion of the First Year Flat
Fee which shall have become due as of the Closing
Date (as defined below) less Royalty Payments
received by NHLE as of the Closing Date;
iv. the receipt by NHLE on or prior to March 30, 2001 of
the Letter of Credit (the date on which THC shall
have fulfilled all of the Closing Conditions set
forth in subsections a.ii, a.iii and a.iv of this
Paragraph 21 shall be referred to herein as the
"Closing Date");
iv. the receipt by each NHL team of all payments or other
consideration required, as of the Closing Date, to be
delivered to such team by THC pursuant to agreements
between THC and such teams relating to the Team
Marketing Commitment; and
Mr. Matthew H. O'Toole 18 February 15, 2001
v. the review by NHLE at least five (5) business days
prior to the Closing Date of THC's cash flow
projections as of December 31, 2000 and such other
financial information and documentation as NHLE shall
reasonably require.; and
vi. the receipt by NHLE on or prior to the Closing Date
of a letter, executed by THC, with respect to the
youth and toddler jersey market and certain preferred
customers in the form attached hereto as EXHIBIT K.
b. Upon the satisfaction of all of the Closing Conditions:
i. the terms of this Letter Agreement shall become
effective and this Letter Agreement shall be deemed
to supplement, modify and restate the terms of the
2000 License; and
ii. the letter agreement, dated May 11, 2000, between
NHLE and THC regarding logo size and placement shall
remain in full force and effect.
c. In the event that any one of the Closing Conditions is not
satisfied, this Letter Agreement shall be deemed void ab
initio and the terms of the 2000 License shall remain in
effect without modification hereby.
22. MISCELLANEOUS.
a. To the extent that any conflict exists between the terms of
this Letter Agreement and the Standard Terms and Conditions,
the terms of this Letter Agreement shall govern.
b. This Letter Agreement shall be governed by the internal laws
of the State of New York, and the United States District Court
for the Southern District of New York and the state courts of
New York in the county of Manhattan shall have exclusive
jurisdiction over any issues arising out of or relating to
this Letter Agreement and the License.
Mr. Matthew H. O'Toole 19 February 15, 2001
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
Mr. Matthew H. O'Toole 20 February 15, 2001
If the foregoing accurately sets forth our agreement and understanding, please
so indicate by signing and dating, and returning to us a copy of this Letter
Agreement prior to 5:00 P.M. on February 16, 2001, at which time if not fully
executed this Letter Agreement shall expire and be of no effect.
6 Sincerely yours,
NHL ENTERPRISES, L.P. NHL ENTERPRISES B.V.
By: NHL Enterprises, Inc., its general partner By: NHL Enterprises, Inc., its Managing Director
By: /S/ BRIAN P. JENNINGS By: /S/ BRIAN P. JENNINGS
---------------------------------------- -----------------------------------
Name: Brian P. Jennings Name: Brian P. Jennings
Title: Group Vice President, Title: Group Vice President,
Consumer Products Marketing Consumer Products Marketing
NHL ENTERPRISES CANADA, L.P.
By: National Hockey League Enterprises Canada, Inc.,
its general partner
By: /S/ BRIAN P. JENNINGS
--------------------------------------
Name: Brian P. Jennings
Title: Group Vice President,
Consumer Products Marketing
Mr. Matthew H. O'Toole 21 February 15, 2001
AGREED AND ACCEPTED this 16th day of February, 2001:
SPORT MASKA INC. MASKA U.S., INC.
By: MATTHEW H. O'TOOLE By: MATTHEW H. O'TOOLE
---------------------------------- ----------------------------------
Name: Matthew H. O'Toole Name: Matthew H. O'Toole
Title: Senior Vice President, Title: Senior Vice President,
Marketing and Sales Marketing and Sales
JOFA AB KHF FINLAND OY
By: MATTHEW H. O'TOOLE By: MATTHEW H. O'TOOLE
---------------------------------- ----------------------------------
Name: Matthew H. O'Toole Name: Matthew H. O'Toole
Title: Senior Vice President, Title: Senior Vice President,
Marketing and Sales Marketing and Sales
EXHIBIT 10.2
March 28, 2003
FEDERAL EXPRESS
Mr. Matthew H. O'Toole
President and Chief Executive Officer
The Hockey Company
3500 Blvd. de Maisonneuve Ouest
Suite 800
Westmount, Quebec H3Z 3C1
Canada
Re: Amendment to Letter Agreement, dated February 15,
2001 (the "2001 LICENSE"), between NHL Enterprises,
L.P., NHL Enterprises Canada, L.P. and NHL
Enterprises B.V., on the one hand (collectively,
"NHLE"), and Sport Maska Inc., Maska U.S., Inc., Jofa
AB and KHF Finland Oy, on the other hand
(collectively, "THC"), regarding an NHL License for
Authentic Jerseys for 30 Teams and Other Products -
EXTENSION OF TERM
Dear Matt:
This letter agreement (together with the exhibits attached hereto, the
"AMENDMENT") will amend the 2001 License (a copy of which is attached hereto as
EXHIBIT A) to, among other things, extend the Term of the License therein,
subject to the terms and conditions set forth herein. Defined terms used in this
Amendment without definition shall have the meanings ascribed to them in the
2001 License, unless specified otherwise herein. All amounts set forth herein
are in United States dollars. Reference is made to that certain Letter
Agreement, of even date herewith (the "2004-2014 LICENSE"), between NHLE, on the
one hand, and THC, The Hockey Company and The Hockey Company Holdings Inc., on
the other hand, regarding an NHL license for authentic jerseys for 30 teams and
other products - 2004-2014.
Mr. Matthew H. O'Toole 2 March 28, 2003
The parties hereby agree as follows.
1. EXTENSION OF TERM THROUGH 2005. Paragraph 2 of the 2001 License is hereby
deleted in its entirety and replaced with the following:
"2. TERM. July 1, 2000 through June 30, 2005, or as may be extended in
accordance with Paragraph 17 below."
2. NHL/THC DESIGN CENTER. Paragraph 13 of the 2001 License is hereby deleted
in its entirety and replaced with the following:
"13. NHL/THC DESIGN CENTER. In the event that THC pays to NHLE the Long Term
Contract Commitment Fee (as defined in the 2004-2014 License) in accordance with
Paragraph A.1 or A.2 of the 2004-2014 License, then as soon as practicable
following such payment, and at its own expense and in consultation with NHLE,
THC shall create and operate for the duration of the Term an NHL/THC Design
Center, which shall work on product design and innovation. THC shall staff the
NHL/THC Design Center with at least five (5) product and graphic designers. The
NHL/THC Design Center will offer design services to the NHL teams at discount
rates."
3. WORK STOPPAGE. Paragraph 17 of the 2001 License, which is effective only
through June 30 2003, is hereby renumbered as Paragraph 17.1 and all references
in such Paragraph to "Paragraph 17" are hereby replaced with references to
"Paragraph 17.1". A new Paragraph 17.2 is added following Paragraph 17.1 as
follows:
"17.2 WORK STOPPAGE - 2003-2004 AND 2004-2005.
a. Notwithstanding the foregoing, if by April 1, 2003 or by April
1, 2004 (the License Year in which such April 1 occurs, the
"PRE-WORK STOPPAGE LICENSE YEAR"), the NHL and the NHLPA have
not entered into a Collective Bargaining Agreement or other
arrangement (a "CBA") covering the following NHL season (the
License Year corresponding to such following NHL season, the
"WORK STOPPAGE LICENSE YEAR"), then:
Mr. Matthew H. O'Toole 3 March 28, 2003
i. the Minimum Guarantee for the Work Stoppage License
Year shall be reduced to o ;
ii. THC shall pay to NHL Enterprises, L.P. on behalf of
NHLE, or in accordance with NHLE's instructions,
Earned Royalties for all Products for the Work
Stoppage License Year on a monthly basis during such
Work Stoppage License Year simultaneously with THC's
submission of the monthly statements required under
Section 4 of EXHIBIT B attached hereto; and
iii. The Term shall be extended automatically for an
additional year through June 30, 2006 (the
"ADDITIONAL LICENSE YEAR"), unless THC elects to
forego the Additional License Year by delivery of
written notice to NHLE prior to June 1 of the
Pre-Work Stoppage License Year. The Additional
License Year shall be subject to the same terms and
conditions as those that apply to the 2004-2005
License Year, except that the Minimum Guarantee for
the Additional License Year shall be $ o .
b. Beginning with the 2003-2004 NHL season, regardless of when
(or whether) a CBA covering a particular NHL season during the
Term is entered into, if any scheduled regular season NHL
games are not played during such season as the result of a
player strike, management lockout or comparable work stoppage
league-wide (such games not played, the "MISSED GAMES," and
the License Year corresponding to such season, the "WORK
STOPPAGE LICENSE YEAR") and if such Missed Games amount to o
percent ( o %) or more of the scheduled NHL regular season for
the Work Stoppage License Year, then:
i. the Minimum Guarantee for the Work Stoppage License
Year shall be reduced to o ;
ii. THC shall pay to NHL Enterprises, L.P. on behalf of
NHLE, or in accordance with NHLE's instructions,
Earned Royalties for all Products for the Work
Stoppage License Year on a
Mr. Matthew H. O'Toole 4 March 28, 2003
monthly basis during such Work Stoppage License Year
simultaneously with THC's submission of the monthly
statements required under Section 4 of EXHIBIT B
attached hereto; and
iii. The Term shall be extended automatically for the
Additional License Year, unless THC elects to forego
the Additional License Year by delivery of written
notice to NHLE within sixty (60) days following the
occurrence of Missed Games amounting to more than o
percent ( o %) of the scheduled NHL regular season
for the Work Stoppage License Year. The Additional
License Year shall be subject to the same terms and
conditions as those that apply to the 2004-2005
License Year, except that the Minimum Guarantee for
the Additional License Year shall be $ o .
iv. if such Missed Games amount to o percent ( o %) or
more of the scheduled NHL regular season for the Work
Stoppage License Year, the Team Marketing Commitment
for the Work Stoppage License Year shall be reduced
pro rata, I.E., by an amount equal to such Team
Marketing Commitment, multiplied by a fraction, the
numerator of which shall be the number of Missed
Games, and the denominator of which shall be the
total number of NHL regular season games originally
scheduled for the Work Stoppage License Year. For
clarity, neither the Team Marketing Commitment, nor
the team marketing assets to be delivered as
consideration therefore shall be reduced if Missed
Games amount to less than o percent ( o %) of the
scheduled NHL regular season for the Work Stoppage
License Year. For purposes of illustration, if there
occur 246 Missed Games during the 2004-2005 NHL
season (and the total number of scheduled regular
season games for such season is 1230), then the
aggregate Team Marketing Commitment for such License
Year would be: $ o - ($ o x 246/1230) = $ o ; and
v. if such Missed Games amount to more than o percent
(o %) of the scheduled NHL regular season for the
Work Stoppage
Mr. Matthew H. O'Toole 5 March 28, 2003
License Year, NHLE will prohibit the introduction of
NHL team uniform changes for the following NHL
season, unless NHLE and THC agree otherwise.
c. For clarity, the provisions of Paragraphs 17.2.a and 17.2.b
shall operate to reduce only those obligations of THC which
are set forth therein and only for the License Year indicated
therein, and shall not affect any other obligations of THC for
such License Year or any obligations of THC for any other
License Year."
4. LOGO PLACEMENT AND SIZE. For clarity, the terms of the letter agreement,
dated May 11, 2000, between the parties regarding logo placement and size (a
copy of which is attached hereto as EXHIBIT B) shall remain in effect through
the expiration of the Term.
5. PROMOTIONAL SUPPORT OF NHL TEAMS DISTRIBUTION OF LICENSED PRODUCTS. Section
8(b) of EXHIBIT B to the 2001 License is hereby deleted in its entirety and
replaced with the following:
"(b) THC undertakes to sell Licensed Products to the retail outlets
owned and/or operated by Member Teams (the "TEAM STORES") and
to the entities which fulfill product orders for any on-line
store or mail-order catalog owned by or operated under license
from NHLE, as such entities are designed in writing by NHLE
from time to time (as of the date hereof, such entities
consist solely of FanBuzz.com) (the "NHL STORES"): i) at the
lowest minimum quantities; ii) at the lowest prices
contemporaneously charged by THC to any other third party for
the same or similar quantities; and iii) acting commercially
reasonably, at the most advantageous credit terms and return
privileges offered by THC to any other third party. THC agrees
to offer the Licensed Products to the Team Stores and to the
NHL Stores on terms at least as favorable as those offered by
THC to any other party in the normal course with respect to
delivery and the availability of different types, styles and
sizes of Licensed Products. Notwithstanding the foregoing, THC
agrees to deliver new styles or designs of Licensed Products
to the
Mr. Matthew H. O'Toole 6 March 28, 2003
Team Stores and the NHL Stores on a prompt and timely basis,
and in no event later than to other parties, provided orders
have been placed with THC for said new styles or designs by
said Team Stores or NHL Stores on as timely a basis as those
orders placed by other parties. In addition, THC shall give
the Team Stores and the NHLE Stores the first opportunity to
purchase Licensed Products in any "closeout" sale."
6. CONFIDENTIALITY. Due to the confidential nature of this transaction, no party
will make any announcement or disclosure regarding this Amendment (including
without limitation the details of the negotiations and the terms of the
Amendment and any details in connection with or associated with its
implementation) without the prior written consent of the other, unless and
except as required by applicable law. The foregoing restriction will not apply
to any information that (i) was or since the time of disclosure has become part
of the public domain through no act or failure by the recipient party, (ii) was
already in the possession of any receiving party when initially disclosed, (iii)
is or was received from a third party before or after the time of disclosure (so
long as such information was not disclosed by such third party in violation of
any confidentiality agreement of which the receiving party had knowledge), or
(iv) may be required to be disclosed by law or legal process. Notwithstanding
the foregoing, the parties agree that NHLE may disclose the terms of this
Amendment to the NHL and to the NHL teams.
7. MISCELLANEOUS.
a. To the extent that any conflict exists between the terms of
this Amendment and the 2001 License, the terms of this
Amendment shall govern.
b. This Amendment shall be governed by the internal laws of the
State of New York, and the United States District Court for
the Southern District of New York and the state courts of New
York in the county of Manhattan shall have exclusive
jurisdiction over any issues arising out of or relating to
this Amendment.
Mr. Matthew H. O'Toole 7 March 28, 2003
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
Mr. Matthew H. O'Toole 8 March 28, 2003
If the foregoing accurately sets forth our agreement and understanding, please
so indicate by signing and dating, and returning to us a copy of this Amendment
prior to 5:00 P.M. on March 31, 2003, at which time if not fully executed this
Amendment shall expire and be of no effect.
Sincerely yours,
NHL ENTERPRISES, L.P. NHL ENTERPRISES B.V.
By: NHL Enterprises, Inc., its general partner By: NHL Enterprises, Inc., its Managing Director
By: /S/ BRIAN P. JENNINGS By: /S/ BRIAN P. JENNINGS
---------------------------------------------------- ----------------------------------
Name: Brian P. Jennings Name: Brian P. Jennings
Title: Group Vice President, Title: Group Vice President,
Consumer Products Marketing Consumer Products Marketing
NHL ENTERPRISES CANADA, L.P.
By: National Hockey League Enterprises Canada, Inc.,
its general partner
By: /S/ BRIAN P. JENNINGS
-------------------------------------------------
Name: Brian P. Jennings
Title: Group Vice President,
Consumer Products Marketing
AGREED AND ACCEPTED this 28th day of March, 2003:
SPORT MASKA INC. MASKA U.S., INC.
By: MATTHEW H. O'TOOLE By: MATTHEW H. O'TOOLE
---------------------------------------- ----------------------------------
Name: Matthew H. O'Toole Name: Matthew H. O'Toole
Title: President and Title: President and
Chief Executive Officer Chief Executive Officer
Mr. Matthew H. O'Toole 9 March 28, 2003
JOFA AB KHF FINLAND OY
By: MATTHEW H. O'TOOLE By: MATTHEW H. O'TOOLE
---------------------------------- -------------------------------------
Name: Matthew H. O'Toole Name: Matthew H. O'Toole
Title: President and Title: President and
Chief Executive Officer Chief Executive Officer
EXHIBIT 99.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of The Hockey Company (the
"Company") on Form 10-Q for the period ending March 31, 2003 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
Matthew O'Toole, Chief Executive Officer of the Company, certify, pursuant to
18 U.S.C. Section 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley
Act of 2002, that, based on my knowledge:
(1) The Report fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents,
in all material respects, the financial condition and results of
operations of the Company.
Dated: May 8, 2003 THE HOCKEY COMPANY
By: /s/ Matthew O'Toole
----------------------------
Matthew O'Toole
Chief Executive Officer
EXHIBIT 99.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of The Hockey Company (the
"Company") on Form 10-Q for the period ending March 31, 2003 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
Robert Desrosiers, Chief Financial Officer of the Company, certify, pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that, based on my knowledge:
(1) The Report fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in
all material respects, the financial condition and results of
operations of the Company.
Dated: May 8, 2003 THE HOCKEY COMPANY
By: /s/ Robert Desrosiers
-----------------------
Robert Desrosiers
Chief Financial Officer