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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, 2004
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 0 - 19596
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THE HOCKEY COMPANY
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(Exact name of registrant as specified in its charter)
DELAWARE 13-36-32297
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State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
3500 BOUL. DE MAISONNEUVE, SUITE 800, MONTREAL, QUEBEC, CANADA H3Z 3C1
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (514) 932-1118
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Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15 (d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES X NO
--- ---
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule12b-2 of the Exchange Act).
YES NO X
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APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents
and reports required to be filed by Section 12, 13 or 15 (d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under the
plan confirmed by the court.
YES X NO
--- ---
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 5, 2004
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Voting Common Stock, 5,476,202
$.01 par value
Non-Voting Exchangeable Common Stock, 6,658,636
$.01 par value
PAGE NO.
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PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Unaudited Consolidated Balance Sheets at March 31, 2004 and December 31, 2003 1
Unaudited Consolidated Statements of Operations for the Three Months ended March 31,
2004 and 2003 2
Unaudited Consolidated Statements of Comprehensive Income (Loss) for the Three Months
ended March 31, 2004 and 2003 3
Unaudited Consolidated Statements of Cash Flows for the Three Months ended March 31,
2004 and 2003 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 26
PART II OTHER INFORMATION
Item 1. Legal Proceedings 27
Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities 27
Item 3. Defaults Upon Senior Securities 27
Item 4. Submission of Matters to a Vote of Security Holders 27
Item 5. Other Information 27
Item 6. Exhibits and Reports on Form 8-K 27
THE HOCKEY COMPANY
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MARCH 31, DECEMBER 31,
2004 2003
UNAUDITED NOTE 1D
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ASSETS
Current Assets
Cash and cash equivalents............................................... $ 42,056 $ 42,609
Accounts receivable, net ............................................... 46,348 61,643
Inventories (See Note 2)................................................ 57,682 49,517
Prepaid expenses and other receivables.................................. 7,433 5,144
Deferred Income taxes................................................... 7,828 7,564
------------------ ------------------
Total current assets.................................................... 161,347 166,477
Property, plant and equipment, net of accumulated depreciation
(See Note 5)............................................................ 14,022 15,042
Goodwill and excess reorganization intangible (See Note 3a)............... 70,859 71,207
Intangible - Prepaid NHL Royalty (See Note 3b)............................ 31,157 31,208
Other assets............................................................... 7,384 7,870
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Total assets............................................................. $ 284,769 $ 291,804
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LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Accounts payable........................................................ $ 6,525 $ 9,616
Accrued liabilities..................................................... 21,526 14,521
Accrued restructuring expenses (See Note 9)............................. 282 --
Income taxes payable.................................................... 2,158 6,973
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Total current liabilities............................................... 30,491 31,110
Long-term debt (See Notes 1C and 4)....................................... 123,993 123,944
Loan payable to Parent Company............................................. 10,000 10,000
Deferred income taxes and other long-term liabilities...................... 4,806 4,836
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Total liabilities....................................................... 169,290 169,890
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Stockholders' equity (See Notes 1B and 5):.................................
New Common Stock, voting, par value $0.01 per share, 12,000,000 shares
authorized, 5,475,174 and 5,469,174 shares issued and outstanding at March
31, 2004 and December 31, 2003, respectively............................ 50 50
Common Stock, non-voting, par value $0.01 per share, Exchangeable into Common
Shares of The Hockey Company Holdings Inc., 8,000,000 shares authorized,
6,500,537 and 6,506,537 shares issued and outstanding at March 31, 2004 and
December 31, 2003, respectively 65 65
Warrants for Exchangeable Shares, 159,127 issued and outstanding at March 31,
2004 and December 31, 2003 1,665 1,665
Special Dividend Preferred Stock, par value $0.01 per share, one share
authorized, one share issued and outstanding at March 31, 2004 and December
31, 2003, respectively -- --
Additional paid-in capital - Exchangeable shares........................... 64,591 64,651
Additional paid-in capital - Common Stock.................................. 47,881 47,821
Additional paid-in capital - Stock Options (See Note 6).................... 34 26
Deficit.................................................................... (7,166) (3,310)
Accumulated other comprehensive income (See Note 10)....................... 8,359 10,946
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Total stockholders' equity............................................... 115,479 121,914
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Total liabilities and stockholders' equity............................... $ 284,769 $ 291,804
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The accompanying notes are an integral part of the unaudited consolidated
financial statements.
1
THE HOCKEY COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(In thousands, except share data)
For the Three For the Three
Months ended Months ended
Mar. 31, 2004 Mar. 31, 2003
------------------------------------------
Net sales $ 42,597 $ 37,779
Cost of goods sold before restructuring charges 23,043 21,071
Restructuring and unusual charges (See Note 9) 282 -
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Gross profit 19,272 16,708
Selling, general and administrative expenses 18,510 15,732
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Operating income 762 976
Other expense (income), net 373 (637)
Interest expense 3,928 3,992
Foreign exchange loss (gain) 1,409 (4,378)
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(Loss) income before income taxes (4,948) 1,999
Income taxes (recovery) (1,091) 292
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Net (loss) income (3,857) 1,707
Preferred stock dividends (See Note 1B) - 672
Accretion of 13% Pay-In-Kind preferred stock (See Note 1B) - 29
------------------------------------------
Net (loss) income attributable to common shareholders $ (3,857) $ 1,006
==========================================
Basic and diluted (loss) income per share (See Note 5 and 6) $ (0.32) $ 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, 2004 Mar. 31, 2003
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Net (loss) income $ (3,857) $ 1,707
Foreign currency translation adjustments (loss) (2,587) 2,841
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Net comprehensive (loss) income $ (6,444) $ 4,548
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The accompanying notes are an integral part of the unaudited consolidated
financial statements.
3
THE HOCKEY COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In thousands)
For the Three For the Three
Months ended Months ended
Mar. 31, 2004 Mar. 31, 2003
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OPERATING ACTIVITIES:
Net income (loss) $ (3,857) $ 1,707
Adjustments to reconcile net income (loss) to net cash used in
operating activities:
Restructuring charges 282 -
Depreciation and amortization 1,048 969
Amortization of deferred financing costs and debt 381 358
Deferred income taxes (213) (101)
Gain on sale of property, plant and equipment (2) (505)
Loss (gain) on foreign exchange 1,428 (4,395)
Change in operating assets and liabilities:
Accounts receivable 15,118 15,259
Inventories (8,615) (4,636)
Prepaid expenses (2,370) (398)
Accounts payable and accrued liabilities 3,661 999
Income taxes payable (4,735) (603)
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Net cash provided by operating activities 2,126 8,654
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INVESTING ACTIVITIES:
Acquisition (See Note 1F) (1,325) -
Purchases of property, plant and equipment (262) (316)
Proceeds from sale of property, plant and equipment 1 1,313
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Net cash provided by (used in) investing activities (1,586) 997
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FINANCING ACTIVITIES:
Deferred financing costs (35) (280)
Principal payments on debt - (439)
---------------------------------
Net cash used in financing activities (35) (719)
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Effects of foreign exchange rate changes on cash (1,058) 592
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(Decrease) increase in cash and cash equivalents (553) 9,524
Cash and cash equivalents at beginning of period 42,609 19,484
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Cash and cash equivalents at end of period $ 42,056 $ 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 BASIS OF PRESENTATION
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"). On June 11, 2003, The Hockey Company became a subsidiary of The Hockey
Company Holdings Inc., a Canadian public corporation (See Note 1B). The
consolidated financial statements include the accounts of THC and its wholly
owned subsidiaries (collectively, the "Company"). The Company manufactures
hockey equipment and related apparel, as well as recreational skates and other
non-hockey products. The hockey equipment and related apparel include hockey
uniforms, hockey sticks, goaltender equipment, protective equipment and hockey
skates. The Company sells its products world-wide to a diverse customer base
consisting of specialty retailers, sporting goods shops, mass merchandisers,
teams and international distributors. The Company manufactures in-house at six
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, Sweden and Germany.
Overall, 34% of the Company's employees are covered by a collective
bargaining agreement. The North American, Finish and Swedish agreements expire
in 2008, 2005 and June 2004, respectively.
B. INITIAL PUBLIC OFFERING - THE HOCKEY COMPANY HOLDINGS INC.
On June 11, 2003, The Hockey Company Holdings Inc. ("THC Holdings " or
the "Parent Company") completed an initial public offering (the "Offering") and
issued 4,500,000 common shares for proceeds of approximately $47,200
(Cdn$64,100), net of issue fees and expenses of approximately $5,800
(Cdn$7,800). As a result, the Company issued 4,500,000 shares of voting common
stock, par value $0.01 per share, to THC Holdings for proceeds of $37,100
(Cdn$50,400). On July 11, 2003, THC Holdings closed on the exercise by the
underwriters of their over-allotment option in connection with the initial
public offering. The underwriters purchased an additional 429,200 common shares
for proceeds of $4,700 (Cdn$6,400), net of issue fees and expenses of
approximately $400 (Cdn$500). As a result, the Company also issued 429,200
shares of voting common stock of the Company to THC Holdings for proceeds of
$4,700 (Cdn$6,400). THC Holdings' common shares are listed on the Toronto Stock
Exchange under the symbol "HCY". On closing of the Offering, the Company entered
into a corporate reorganization with THC Holdings.
C. REEBOK INTERNATIONAL LTD. PROPOSED OFFER
On April 7, 2004, Reebok International Ltd. ("Reebok") and THC Holdings
entered into a Support Agreement (the "Support Agreement") pursuant to which
Reebok agreed to make an offer (the "Offer") to acquire all of THC Holdings'
outstanding common shares for Cdn$21.25 in cash per share, representing an
approximate transaction value of $204,000, plus the assumption of $125,000
aggregate principal amount of 11 1/4% Senior Secured Notes (the "Notes").
Reebok, through a wholly-owned subsidiary, launched the Offer on April 22, 2004.
The Offer is subject to regulatory approval and satisfaction of
certain other conditions, including the valid deposit and non-withdrawal of
at least 66 2/3% of the common shares of THC Holdings on a fully-diluted
basis. In addition, THC Holdings made arrangements to permit the tender under
the Offer of common shares issuable upon the exchange of shares of our
non-voting exchangeable common stock as well as common shares issuable upon
exercise of stock options or warrants on a conditional basis, effective only
upon the take-up of THC Holdings' common shares under the Offer.
In addition, on April 7, 2004, simultaneously with the execution of the
Support Agreement, certain principal holders of our non-voting exchangeable
common stock and two of THC Holdings' executive officers entered into a Lock-up
Agreement with Reebok under which they have agreed to tender the common shares
of THC Holdings held or to be held by them into the Offer, subject to limited
conditions.
5
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE DATA)
In addition, pursuant to the Support Agreement, THC Holdings has agreed
that, as soon as practicable after certain conditions are met, including
Reebok's acquisition of at least 66 2/3% (or such lower percentage, but in any
event not lower than or equal to 50%) of the issued and outstanding common
shares of THC Holdings pursuant to the Offer, THC Holdings will effect the
merger of a newly-formed, wholly-owned subsidiary of THC Holdings with and into
the Company (the "Merger"), without a meeting of our stockholders, in accordance
with Section 253 of the Delaware General Corporation Law (the "DGCL"). Pursuant
to the Merger, each then outstanding share of non-voting exchangeable common
stock which had not been conditionally exchanged will be converted into the
right to receive the same price per share, Cdn$21.25 in cash, being offered in
the Offer, subject to Section 262 of the DGCL regarding appraisal rights.
Under the terms of the Notes, in the event of a change of control, we
and Sport Maska Inc. are required to make a joint offer to purchase all of the
outstanding Notes at a purchase price equal to 101% of the principal amount
thereof plus accrued and unpaid interest, if any, to the date of purchase.
D. 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 2004 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.
Investments in joint venture operations are accounted for by the equity
method.
The Balance Sheet at December 31, 2003 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, 2003.
E. ACCOUNTING PRONOUNCEMENTS
In January 2003, FASB issued Interpretation No. 46, CONSOLIDATION OF
VARIABLE INTEREST ENTITIES, AN INTERPRETATION OF ACCOUNTING RESEARCH BULLETIN
NO. 51 ("FIN 46"). FIN 46 requires the consolidation of variable interest
entities ("VIE") in which an enterprise absorbs a majority of the entity's
expected losses, receives a majority of the entity's expected residual returns,
or both, as a result of ownership, contractual or other financial interests in
the entity. Currently, entities are generally consolidated by an enterprise that
has a controlling financial interest through ownership of a majority voting
interest in the entity. The provisions of FIN 46 are applicable to variable
interests in VIE's created after January 31, 2003. For variable interest
acquired before February 1, 2003, the provisions of FIN 46 are applicable in the
first reporting period ending December 15, 2003. The application of FIN 46 did
not have a significant effect on the Company's financial position and result of
operations.
6
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE DATA)
F. ACQUISITIONS
ACQUISITION OF DISTRIBUTOR NORBERT EWALD GmbH IN GERMANY
On January 5, 2004, the Company acquired the assets of Norbert Ewald
GmbH (Ewald Sport Service) for a total cost of approximately $1,300 consisting
primarily of inventory.
T'BLADE JOINT VENTURE
On January 16, 2004, the Company purchased a 33 1/3% ownership stake in
t'blade Inc., the exclusive marketer and distributor of t'-blade replaceable ice
skate blade products and technology in North America, for approximately US $800
(Cdn $100), as well as an advance of US$500 (Cdn $700). The remaining shares are
owned by Graf Canada Ltd. (33 1/3%) and t'blade Gmbh (33 1/3%).
G. PRODUCT WARRANTY PROVISION
The Company offers warranties 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:
2004 2003
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Balance, at January 1.................................................... $ 1,330 $ 1,180
Warranties accrued during the period..................................... 614 622
Settlements made during the period....................................... (724) (474)
Translation adjustments.................................................. (18) 40
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Balance, at March 31..................................................... $ 1,202 $ 1,368
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2. INVENTORIES
Net inventories consist of:
March 31, 2004 December 31, 2003
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Finished products $ 43,660 $ 35,574
Work in process 2,456 2,143
Raw materials and supplies 11,566 11,800
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$ 57,682 $ 49,517
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3A. GOODWILL AND EXCESS RE-ORGANIZATION INTANGIBLE
Goodwill and excess re-organization intangible consist of:
March 31, 2004 December 31, 2003
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Goodwill $ 50,054 $ 50,373
7
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE DATA)
March 31, 2004 December 31, 2003
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Excess re-organization intangible 20,805 20,834
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$ 70,859 $ 71,207
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3B. INTANGIBLE - PREPAID NHL ROYALTY
On March 28, 2003, THC Holdings, THC and certain of its subsidiaries
entered into a new ten-year License Agreement (the "New NHL License Agreement")
with the NHL which became effective on the pre-payment of certain royalties in
the amount of $30,112 from the Offering (including legal expenses of $112). In
addition, THC Holdings also granted to the NHL an option to purchase 75,000
shares of the common stock of THC Holdings at $11.77 (Cdn$16.00) per share. The
fair value of the options was determined to be approximately $735. The prepaid
NHL Royalty and the fair value of the options will be expensed over the term of
the agreement based on the schedule of royalty payments.
Under the terms of the New NHL License Agreement, since by April 1,
2004 the NHL and the NHLPA have not entered into a Collective Bargaining
Agreement covering the 2004/2005 NHL season certain guaranteed minimum payments
are reduced to zero and the term of the contract is extended automatically for
an additional License year.
4. CREDIT FACILITIES AND SECURED LOANS
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 ($1,300). The loan is
for four years with annual principal repayments of SEK 2,500 ($328). The loan
was secured by a chattel mortgage on the assets of the subsidiary and bore an
interest rate of STIBOR plus 1.25%. During the three months ended March 31, 2004
and 2003 there were no borrowings under the Company's credit agreements. 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, 2004 March 31, 2003
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Basic Diluted Basic Diluted
---------------------------------------------- --------------- -------------- ---------------- -------------
Net (loss) income attributable to common
stockholders (3,857) (3,857) 1,006 1,006
-------------------------------------------------------------- -------------- ---------------- -------------
Weighted average common and common equivalent shares outstanding:
-------------------------------------------------------------- -------------- ---------------- -------------
Common stock 11,975,711 11,975,711 7,040,523 7,040,523
---------------------------------------------- --------------- -------------- ---------------- -------------
Common equivalent shares (a) 158,892 158,892 158,912 158,912
---------------------------------------------- --------------- -------------- ---------------- -------------
Total weighted average common and common
equivalent shares outstanding 12,134,603 12,134,603 7,199,435 7,199,435
---------------------------------------------- --------------- -------------- ---------------- -------------
Basic and diluted income (loss) per common
share (b) $ (0.32) $ (0.32) $ 0.14 $ 0.14
---------------------------------------------- --------------- -------------- ---------------- -------------
In January 2004, holders of 6,000 non-voting common shares, par value $0.01
exchangeable into common shares of THC Holdings were exchanged. As a result the
Company issued 6,000 voting new common stock, par value $0.01 to THC Holdings.
(a) Common equivalent shares include warrants and stock options issuable for
little or no cash consideration.
8
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE DATA)
(b) Other warrants and stock options are considered in diluted earnings per
share when dilutive. For the three months ended March 31, 2003, the Company
used the average book value of its common stock in calculating the common
equivalent shares as required by Statement of Financial Accounting
Standards No. 128 due to the fact that the Company's stock had extremely
limited trading volume during the period. For the three months ended March
31, 2004, the Company used the average market price of its Parent Company's
common stock to value its common stock.
(c) Options to purchase 361,110 and 1,302,222 shares of common stock were
outstanding at March 31, 2004 and 2003, respectively, but were not included
in the computation of diluted earnings per share because the options
exercise price was greater than the average market value of the common
stock.
6. STOCK OPTIONS
In 2003, prior to the corporate reorganization described in Note 1B,
30,000 additional stock options exercisable for the Company's Common Stock,
voting were granted to employees at an average exercise price of $8.50 per share
and 15,000 stock options were forfeited. Subsequent to the corporate
reorganization as described in note 1B, all outstanding stock options of the
Company were converted to be exercisable for the Company's Common Stock,
non-voting.
Prior to 2003, the Company accounted for this plan under Accounting
Principles Board Opinion No. 25, ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES, (APB
25) and related Interpretations. No stock-based employee compensation cost was
reflected, as all options granted under those plans had an intrinsic value of
zero on the date of grant. Effective January 1, 2003, the Company adopted the
fair value recognition provisions of FASB Statement No. 123, ACCOUNTING FOR
STOCK-BASED COMPENSATION (FAS 123). Under the prospective method of adoption
selected by the Company under the provisions of FASB Statement No. 148,
ACCOUNTING FOR STOCK-BASED COMPENSATION-TRANSITION AND DISCLOSURE (FAS 148), the
recognition provisions will be applied to all employee awards granted, modified,
or settled after January 1, 2003.
The expense related to stock-based employee compensation included in
the determination of net income for 2004 will be less than that which would have
been recognized if the fair value method had been applied to all awards granted
after the original effective date of FAS 123. If the company had elected to
adopt the fair value recognition provisions of FAS 123 as of its original
effective date, pro forma net income and diluted net income per share would be
as follows:
THREE MONTHS ENDED MARCH 31
2004 2003
--------------------------------------------------------------- ----------------- ----------------
Net income (loss), as reported $ (3,857) $ 1,707
ADD: Stock-based employee compensation expense included in
reported net income, net of related tax effects. 8 5
----------------- ----------------
$ (3,849) $ 1,712
DEDUCT: Total stock-based employee compensation expense
determined under fair value based method for all awards, net
of related tax effects. 86 $ 102
----------------- ----------------
Pro forma net income (loss) $ (3,935) $ 1,610
----------------- ----------------
Earnings (loss) per share:
Basic, as reported $ (.32) $ 0.14
Basic and, pro forma $ (.32) $ 0.13
Diluted, as reported $ (.32) $ 0.14
Diluted, pro forma $ (.32) $ 0.13
--------------------------------------------------------------- ----------------- ----------------
9
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE DATA)
Pro forma information regarding net income and earnings per share, is
required by FAS 123, as amended by FAS 148, and has been determined as if the
Company had accounted for its employee stock options under the fair value method
of that Statement upon its initial effective date. 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 for 2003:
2003
-------------------------------------------------------------- -----------------
Risk-free Interest Rate 4.85%
Expected Dividend Yield 0
Expected Volatility 0
Expected Life 10
-------------------------------------------------------------- -----------------
7. CONTINGENCIES
The Company is currently undergoing an audit by the Canada Revenue
Agency for its 1996 to 2001 taxation years, which includes transfer pricing and
other matters. It is not possible at this time to determine the amount of the
liability that may arise as a result of this audit and the actual assessment may
differ significantly from management's current estimate.
Other than certain legal proceedings arising from the ordinary course
of business, which we believe will not have a material adverse effect, either
individually or collectively, on the financial position, results of operations
or cash flows, there is no other litigation pending or threatened against us.
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.
INFORMATION ABOUT SEGMENT PROFIT OR LOSS AND SEGMENT ASSETS
Equipment Apparel Total
----------------------------- ------------------------------ ------------------------------
For the For the For the For the For the For the
Three Three Three Three Three Three
Months ended Months ended Months ended Months ended Months ended Months ended
Mar. 31, 2004 Mar. 31, 2003 Mar. 31, 2004 Mar. 31, 2003 Mar. 31, 2004 Mar. 31, 2003
-------------- -------------- --------------- -------------- -------------- ---------------
Net sales $ 27,970 $ 25,763 $ 14,627 $ 12,016 $ 42,597 $ 37,779
Gross profit 11,395 10,850 7,877 5,858 19,272 16,708
Inventory 40,664 35,406 17,018 16,391 57,682 51,797
Goodwill and excess
reorganizational intangible 63,073 60,096 7,786 7,237 70,859 67,333
Intangible - Prepaid NHL Royalty 31,157 31,157
10
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE DATA)
RECONCILIATION OF GROSS PROFIT TO (LOSS) INCOME BEFORE INCOME TAXES
For the Three For the Three
Months ended Months ended
Mar. 31, 2004 Mar. 31, 2003
------------------- ------------------
Gross profit $ 19,272 $ 16,708
Unallocated amounts:
Selling, general and administrative expenses 18,510 15,732
Other expense (income), net 373 (637)
Interest expense 3,928 3,992
Foreign exchange loss (gain) 1,409 (4,378)
------------------- ------------------
(Loss) income before income taxes $ (4,948) $ 1,999
=================== ==================
9. RESTRUCTURING AND UNUSUAL CHARGES
In January 2004, the Company announced the planned closure effective
June 2004 of its Apparel Sewing facility in Cap de la Madeleine, Quebec. The
Company will centralize all apparel operations in its Apparel factory in
St-Hyacinthe, Quebec in order to maximize the utilization of that facility.
Approximately 170 employees from the apparel segment were affected by this
decision; accordingly, the Company will incur restructuring costs of
approximately $300 mainly related to severance packages to the affected
employees, which were recorded in the three months ended March 31, 2004.
10. FOREIGN CURRENCY
The movement in the accumulated other comprehensive (loss) income of
$(2,587), reported as a component of the stockholders' equity is explained by
the weakening of the Canadian Dollar ("CAD"), Swedish krona ("SEK") and Euro
("EUR") in 2004. The exchange rate was 1.3156 CAD for 1 USD, 7.62 SEK for 1 USD
and 0.826 EUR for 1 USD as at March 31, 2004 and 1.292 CAD for 1 USD, 7.19 SEK
for 1 USD and 0.794 EUR for 1 USD as at December 31, 2003.
11. ROYALTIES AND ENDORSEMENTS
The Company 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. The
Company also pays the NHL, CHL, ECHL and AHL certain professional players and
teams endorsement fees in exchange for the promotion of the Company's brands.
The following is a schedule of the future minimum payment and annual obligations
under these contracts.
2004.............................................................................. $ 12,275
2005.............................................................................. 9,091
2006.............................................................................. 13,664
2007.............................................................................. 13,769
2008.............................................................................. 12,798
2009 and beyond................................................................... 83,066
-----------
$ 144,663
-----------
-----------
On March 24, 2004, the Company signed a sponsorship agreement with the
AHL, which will commence at the start of the 2004/2005 hockey season. The
agreement is for 10 years made up of a 4 year term plus two additional 3 year
terms at
11
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE DATA)
the AHL's option. The agreement calls for royalty payments based on net
sales of certain products and requires guaranteed minimum payments over the term
of the agreement.
Under the terms of the new NHL License Agreement, since the NHL and the NHLPA
have not by April 1, 2004 , entered into a Collective Bargaining Agreement
covering the 2004/2005 NHL season, certain guaranteed minimum payments under our
license agreement are reduced to zero and the terms of the agreement are
extended automatically for an additional license year.
12. SUPPLEMENTAL CONDENSED CONSOLIDATED FINANCIAL INFORMATION
THC and Sport Maska Inc.'s payment obligations under the $125,000
11 1/4% Senior Secured Note Units due 2009 ("Units') issued on April 3, 2002
are guaranteed by certain subsidiaries of the Company and Sport Maska Inc.'s
wholly-owned subsidiaries (the "Other Guarantors"), excluding the Finnish
subsidiaries, and a pledge of the stock of the first-tier Finnish subsidiary.
Such guarantees are full, unconditional and joint and several. The security
interest in the assets of the Company's Swedish subsidiaries (other than
intellectual property) is limited to $15,000. Under the Company's revolving
credit facilities, both Sport Maska Inc. and Maska U.S., Inc. are restricted
from paying dividends on the common and preferred stock. The following
supplemental financial information sets forth, on an unconsolidated basis,
balance sheets, statements of operations and statements of cash flows
information for THC, Sport Maska Inc., the Other Guarantors and for the
Company's other subsidiaries (the "Non-Guarantor Subsidiaries"), which have
been included in the elimination column. The supplemental financial
information reflects the investments of THC, Sport Maska Inc. and the Other
Guarantors in the Other Guarantor and Non-Guarantor Subsidiaries using the
equity method of accounting. The supplemental financial information also
reflects pushdown of the Company's loan with Caisse and its replacement with
the Units.
12
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE DATA)
AS AT MARCH 31, 2004 The Hockey Sport Maska Other Other/ TOTAL
Company Inc. Guarantors Eliminations
---------------------------------------------------------------------------------------------
ASSETS
Cash and cash equivalents $ 1 $ 22,913 $ 11,251 $ 7,891 $ 42,056
Accounts receivable, net - 20,551 23,025 2,772 46,348
Inventories - 41,526 11,341 4,815 57,682
Prepaid expenses and other
receivables 3,425 3,676 332 7,433
Income taxes receivables 420 521 6,845 42 7,828
Intercompany accounts 92,797 21,989 3,953 (118,739)
---------------------------------------------------------------------------------------------
Total current assets 93,218 110,925 60,091 (102,887) 161,347
Property, plant and equipment, net of
accumulated depreciation - 10,589 1,717 1,716 14,022
Intangible and other assets - 30,872 37,558 2,429 70,859
Other - Prepaid NHL - 9,531 21,626 - 31,157
Other assets 1,946 1,842 4,414 (818) 7,384
Investments in subsidiaries 75,610 - 45,590 (121,200) -
Intercompany accounts 11,092 - 25,000 (36,092) -
---------------------------------------------------------------------------------------------
Total assets 181,866 163,759 195,996 (256,852) 284,769
=============================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Accounts payable and accrued
liabilities 3,239 17,486 6,366 1,242 28,333
Income taxes payable - 1,845 310 3 2,158
Intercompany accounts 1,183 14,240 108,420 (123,843)
---------------------------------------------------------------------------------------------
Total current liabilities 4,422 33,571 115,096 (122,598) 30,491
Long-term debt 36,965 61,966 25,062 - 123,993
Loan payable to Parent company - 10,000 - - 10,000
Deferred income taxes and other
long-term liabilities - 5,034 1,581 (1,809) 4,806
Intercompany accounts 25,000 - 11,092 (36,092) -
---------------------------------------------------------------------------------------------
Total liabilities 66,387 110,571 152,831 (160,499) 169,290
---------------------------------------------------------------------------------------------
Stockholders' equity
Common stock, par value $0.01 per
share 50 40,352 5,164 (45,516) 50
Common stock, non voting 65 - - - 65
Common stock purchase warrants 1,665 - - - 1,665
Additional paid-in capital 112,506 - 34,553 (34,553) 112,506
Retained earnings (Deficit) (7,166) 5,820 (1,495) (4,325) (7,166)
Accumulated other comprehensive
income (loss) 8,359 7,016 4,943 (11,959) 8,359
---------------------------------------------------------------------------------------------
Total stockholders' equity 115,479 53,188 43,165 (96,353) 115,479
---------------------------------------------------------------------------------------------
Total liabilities and
stockholders' equity 181,866 163,759 195,996 (256,852) 284,769
=============================================================================================
13
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE DATA)
AS AT DECEMBER 31, 2003 The Hockey Sport Maska Other Other/ TOTAL
Company Inc. Guarantors Eliminations
---------------------------------------------------------------------------------------------
ASSETS
Cash and cash equivalents $ 1 $ 27,933 $ 6,345 $ 8,330 $ 42,609
Accounts receivable, net - 27,409 32,485 1,749 61,643
Inventories - 35,350 11,024 3,143 49,517
Prepaid expenses - 2,425 2,582 137 5,144
Deferred income taxes and other
receivables 420 531 6,613 - 7,564
Intercompany accounts 91,227 17,318 1,415 (109,960) -
---------------------------------------------------------------------------------------------
Total current assets 91,648 110,966 60,464 (96,601) 166,477
Property, plant and equipment, net of
accumulated depreciation - 11,448 1,813 1,781 15,042
Intangible and other assets 2,056 43,126 63,516 1,587 110,285
Investments in subsidiaries 71,192 - 41,220 (112,412) -
Intercompany accounts 11,092 - 25,000 (36,092) -
---------------------------------------------------------------------------------------------
Total assets $ 175,988 $ 165,540 $ 192,013 $ (241,737) $ 291,804
=============================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Accounts payable and accrued
liabilities $ 1,458 $ 13,266 $ 7,881 $ 1,532 $ 24,137
Income taxes payable - 5,070 1,765 138 6,973
Intercompany accounts 1,181 13,462 103,680 (118,323) -
---------------------------------------------------------------------------------------------
Total current liabilities 2,639 31,798 113,326 (116,653) 31,110
Long-term debt 36,939 61,940 25,065 - 123,944
Loan payable to Parent company - 10,000 - - 10,000
Deferred income taxes and other
long-term liabilities - 4,842 1,643 (1,649) 4,836
---------------------------------------------------------------------------------------------
Intercompany accounts 25,000 - 11,092 (36,092) -
Total liabilities 64,578 108,580 151,126 (154,394) 169,890
---------------------------------------------------------------------------------------------
Stockholders' equity
Common stock, voting 50 41,076 5,254 (46,330) 50
Common stock, non voting 65 65
Warrants for exchangeable shares 1,665 - - - 1,665
Additional paid-in capital 112,498 - 34,553 (34,553) 112,498
Retained earnings (deficit) (3,310) 14,662 (1,619) (13,043) (3,310)
---------------------------------------------------------------------------------------------
Accumulated other comprehensive income 442 1,222 2,699 6,583 10,946
---------------------------------------------------------------------------------------------
Total stockholders' equity 111,410 56,960 40,887 (87,343) 121,914
---------------------------------------------------------------------------------------------
Total liabilities and
stockholders' equity $ 175,988 $ 165,540 $ 192,013 $ (241,737) $ 291,804
=============================================================================================
14
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE DATA)
FOR THE YEAR 3 MONTHS ENDED The Hockey Sport Maska Other Other/ TOTAL
MARCH 31, 2004 Company Inc. Guarantors Eliminations
---------------------------------------------------------------------------------------------
Net sales - 26,953 24,450 (8,806) 42,597
Cost of goods sold - 18,543 15,733 (11,233) 23,043
Restructuring and unusual charges - 282 - - 282
---------------------------------------------------------------------------------------------
Gross profit - 8,128 8,717 2,427 19,272
Selling, general and administrative
expenses 32 8,250 8,700 1,528 18,510
---------------------------------------------------------------------------------------------
Operating income (loss) (32) (122) 17 899 762
Other (income) expense, net [1] 3,502 625 (877) (2,877) 373
Interest expense 342 1,910 1,615 61 3,928
Foreign exchange (gain) loss (19) 953 475 - 1,409
---------------------------------------------------------------------------------------------
Income (loss) before income taxes (3,857) (3,610) (1,196) 3,715 (4,948)
Income taxes - (908) (505) 322 (1,091)
---------------------------------------------------------------------------------------------
Net income (loss) (3,857) (2,702) (691) 3,393 (3,857)
---------------------------------------------------------------------------------------------
[1] Other (income) expense, net for The Hockey Company and Other Guarantors
includes equity in net (loss) income of subsidiaries of $(3,499) and 623,
respectively.
15
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE DATA)
FOR THE YEAR 3 MONTHS ENDED The Hockey Sport Maska Other Other/ TOTAL
MARCH 31, 2003 Company Inc. Guarantors 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.
16
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE DATA)
FOR THE YEAR 3 MONTHS ENDED The Hockey Sport Maska Other Other/ TOTAL
MARCH 31, 2004 Company Inc. Guarantors Eliminations
---------------------------------------------------------------------------------------------
NET CASH PROVIDED BY (USED FOR)
OPERATING ACTIVITIES (18) (4,272) 6,492 (76) 2,126
---------------------------------------------------------------------------------------------
INVESTING ACTIVITIES:
Purchases of property, plant and
equipment - (185) (32) (45) (262)
Acquisitions - - (1,325) - (1,325)
Proceeds from disposal of property,
plant and equipment - 1 - - 1
---------------------------------------------------------------------------------------------
NET CASH PROVIDED BY (USED FOR)
INVESTING ACTIVITIES (184) (1,357) (45) (1,586)
---------------------------------------------------------------------------------------------
FINANCING ACTIVITIES:
Principal payments on debt
Deferred financing costs 18 (66) 13 - (35)
---------------------------------------------------------------------------------------------
NET CASH PROVIDED BY (USED FOR)
FINANCING ACTIVITIES 18 (66) 13 - (35)
---------------------------------------------------------------------------------------------
Effects of foreign exchange rate on
cash - (498) (242) (318) (1,058)
---------------------------------------------------------------------------------------------
NET CHANGE IN CASH AND CASH EQUIVALENTS - (5,020) 4,906 (439) (553)
Cash & cash equivalents at beginning
of period 1 27,933 6,345 8,330 42,609
---------------------------------------------------------------------------------------------
Cash & cash equivalents at end of
period 1 22,913 11,251 7,891 42,056
=============================================================================================
17
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE DATA)
FOR THE YEAR 3 MONTHS ENDED The Hockey Sport Maska Other Other/ TOTAL
MARCH 31, 2003 Company Inc. Guarantors 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
=============================================================================================
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. In April 1997, WS Acquisition LLC, an affiliate of Wellspring
Capital Management LLC, acquired a controlling interest. In November 1998, we
acquired Sports Holdings Corp., Europe's largest manufacturer of ice, roller and
street hockey equipment and their JOFA, KOHO, Canadien, Heaton and Titan brands.
As a result, we are now the world's largest marketer, designer and manufacturer
of hockey equipment and related apparel. On June 11, 2003 we became a subsidiary
of The Hockey Company Holdings Inc., a Canadian public corporation. Our business
is seasonal. The seasonality of our business affects net sales and borrowings
under our credit agreements. Traditional quarterly fluctuations in our business
may vary in the future depending upon, among other things, changes in order
cycles and product mix.
RECENT DEVELOPMENTS
On April 7, 2004, Reebok International Ltd. ("Reebok") and THC Holdings
entered into a Support Agreement (the "Support Agreement") pursuant to which
Reebok agreed to make an offer (the "Offer") to acquire all of THC Holdings'
outstanding common shares for Cdn$21.25 in cash per share, representing an
approximate transaction value of $204 million, plus the assumption of $125
million aggregate principal amount of 11 1/4% Senior Secured Notes (the
"Notes"). Reebok, through a wholly-owned subsidiary, launched the Offer on April
22, 2004.
The Offer is subject to regulatory approval and satisfaction of certain
other conditions, including the valid deposit and non-withdrawal of at least 66
2/3% of the common shares of THC Holdings on a fully-diluted basis. In addition,
THC Holdings made arrangements to permit the tender under the Offer of common
shares issuable upon the exchange of shares of our non-voting exchangeable
common stock as well as common shares issuable upon exercise of stock options or
warrants on a conditional basis, effective only upon the take-up of THC
Holdings' common shares under the Offer.
In addition, on April 7, 2004, simultaneously with the execution of the
Support Agreement, certain principal holders of our non-voting exchangeable
common stock and two of THC Holdings' executive officers entered into a Lock-up
Agreement with Reebok under which they have agreed to tender the common shares
of THC Holdings held or to be held by them into the Offer, subject to limited
conditions.
In addition, pursuant to the Support Agreement, THC Holdings has agreed
that, as soon as practicable after certain conditions are met, including
Reebok's acquisition of at least 66 2/3% (or such lower percentage, but in any
event not lower than or equal to 50%) of the issued and outstanding common
shares of THC Holdings pursuant to the Offer, THC Holdings will effect the
merger of a newly-formed, wholly-owned subsidiary of THC Holdings with and into
the Company (the "Merger"), without a meeting of our stockholders, in accordance
with Section 253 of the Delaware General Corporation Law (the "DGCL"). Pursuant
to the Merger, each then outstanding share of non-voting exchangeable common
stock which had not been conditionally exchanged will be converted into the
right to receive the same price per share, Cdn$21.25 in cash, being offered in
the Offer, subject to Section 262 of the DGCL regarding appraisal rights.
Under the terms of the Notes, in the event of a change of control, we and
Sport Maska Inc. are required to make a joint offer to purchase all of the
outstanding Notes at a purchase price equal to 101% of the principal amount
thereof plus accrued and unpaid interest, if any, to the date of purchase.
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.)
19
EBITDA is defined as earnings (net income) before interest, income and
capital taxes and depreciation and amortization. EBITDA includes restructuring
charges, and other unusual items if it is reasonably likely that they will recur
within two years. This non-GAAP financial measure does not replace the
presentation of GAAP financial results, specifically EBITDA as an alternative to
cash flows as a measure of liquidity or as an alternative to net income as a
measure of operating performance, but is provided to enhance overall
understanding of the Company's current financial performance and prospects for
the future. We believe that non-GAAP financial results provide useful
information to both management and investors regarding certain additional
financial and business trends relating to its financial condition and results
from operations. In addition, we use certain non-GAAP financial measures for
reviewing our financial results and evaluating its financial performance. It
should be noted that other companies calculate EBITDA differently and,
therefore, EBITDA as presented for us may not be comparable to EBITDA reported
by other companies. We view EBITDA as mostly an indicator of our operating
performance and, therefore, the nearest GAAP measure is net income. The
following is a reconciliation of our EBITDA to our net income:
THREE MONTHS ENDED MARCH 31,
--------------------------------------
(IN THOUSANDS OF U.S. DOLLARS)
--------------------------------------
2004 2003
--------------------------------------
Net income (loss) $ (3,857) $ 1,707
Income taxes (1,091) 292
Depreciation and amortization 1,048 969
Capital taxes 202 149
Interest 3,928 3,992
--------------------------------------
EBITDA 230 7,109
--------------------------------------
Under the terms of our short and long-term debt agreements, restructuring
and other unusual or non-recurring items would be added back to EBITDA. Included
in EBITDA for the three months ended March 31, 2004 is a foreign exchange loss
of $1,409, whereas in 2003 we had a foreign exchange gain of $4,378. The foreign
exchange amounts above are a result from the translation of our U.S. dollar
denominated long-term debt, 50% of which is held by our Canadian operating
company with a functional currency of the Canadian dollar.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2004
2004 COMPARED TO 2003
Net sales for the three months ended March 31, 2004 grew by 12.7% to $42.6
million from $37.8 million in 2003. The equipment business grew by 8.6% to $28.0
million from $25.8 million in 2003. The growth in equipment sales was fueled by
our Stick category, reflecting very strong demand for composite hockey sticks,
especially the new Vector 120 one-piece stick. The apparel business grew by
21.7% to $14.6 million from $12.0 million compared with a year ago, mainly due
to our licensed apparel business, in particular our NHL Replica Jerseys as we
executed on our potential work stoppage strategy.
Foreign exchange rate fluctuations factored in the reported results. Sales
for the three month ended March 31, 2004 were positively impacted by
approximately $3.4 million compared with a year ago on a constant dollar basis.
Similarly, operating and other expenses are negatively impacted, mitigating the
overall impact on the Company's reported earnings. While we report in U.S.
dollars, it has significant exposure to the Canadian dollar, the Euro and the
Swedish krona. Our Canadian subsidiary is also exposed to the U.S. dollar
because 50% of our long-term debt is held by the Canadian subsidiary.
Gross profit was $19.3 million for the three months ended March 31, 2004
compared to $16.7 million in 2003, an increase of 15.3%. Measured as a
percentage of net sales, gross margin increased to 45.2% in 2004 from 44.2% in
2003. The increase in gross margins is attributable to our apparel business
which generated margins of 53.9% compared to prior year of 48.8%, in particular
our NHL Vintage and Replica Jerseys.
20
Selling, general and administrative expenses for the three months ended
March 31, 2004 increased to $18.5 million from $15.7 million in 2003, of which
$1.7 million is attributable to currency fluctuations. The balance of the
increase is mainly attributable to expenses related to the Roger Edwards and
Sport Maska GmbH ("Ewald") businesses, as both of those operations did not exist
in the first three months of 2003.
Operating income for the three months ended March 31, 2004 was $0.8 million,
compared to $1.0 million in 2003, the decrease reflecting the seasonal nature of
the business of both Roger Edwards Sport and Sport Maska GmbH where a
substantial proportion of sales occur later in the year while we absorb the
fixed costs evenly throughout the year.
Other expense of $0.4 million consists primarily of an estimated $0.6
million related to an environmental remediation situation for one of our
properties compared to other income of $0.6 million in 2003, which was related
to the gain on sale of our Drummondville manufacturing facility.
EBITDA, as defined above, decreased to $0.2 million in the three months
ended March 31, 2004 compared to $7.1 million in the first three months of 2003.
In addition to the various matters above, there was a foreign exchange loss of
$1.4 million in 2004 compared to a foreign exchange gain of $4.4 million in
2003. The majority of the foreign exchange impact in both years 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 ($0.3
million in the three months ended March 31, 2004 and 2003) decreased to $3.9
million in the three months ended March 31, 2004 compared to $4.0 million in the
first three months of 2003.
Loss before income taxes was $4.9 million in the three months ended March
31, 2004 versus income before income taxes of $2.0 million for the first three
months in 2003.
Net loss for the three months ended March 31, 2004 was $3.9 million
compared to a $1.7 million net income for the three months ended March 31, 2003.
Net loss attributable to common stockholders for the three months ended
March 31, 2004 was $3.9 million compared to a net income attributable to common
stockholders of $1.0 million for the corresponding period in 2003. The
difference between the redemption value of the preferred stock and the recorded
amount was being accreted over the term of the Secured Notes (as described
below) by a charge to retained earnings in 2003.
21
INCOME TAXES
Our income tax provision is comprised of both United States and foreign tax
components. Due to changes in the relative contribution of income or loss by
country, differences in the effective tax rates between countries (principally
the U.S. and Canada) and permanent differences in effective tax rates between
income for financial statement purposes and tax purposes, the consolidated
effective tax rates may vary significantly from period to period. We and our
U.S. subsidiaries consolidate our income for U.S. federal income tax purposes.
However, gains and losses of certain subsidiaries may not be available to other
subsidiaries for tax purposes.
Deferred income taxes are recognized for the tax consequences for future
years of differences between the tax bases of assets and liabilities and their
financial reporting amounts at each year-end based on enacted tax laws and
statutory tax rates applicable to the periods in which the differences are
expected to affect taxable income. Valuation allowances are established when
necessary to reduce deferred tax assets to the amount expected to be realized.
Based on our performance in the three months ended March 31, 2004 and fiscal
year 2003 as well as our projected future earnings and taxable income, we have
not recorded a valuation allowance on the temporary differences (other than
investment tax credits) and recognized a deferred tax asset as at March 31,
2004.
Fresh-start reporting requires us to report a provision in lieu of income
taxes when there is a taxable income and utilization of a pre-reorganization net
operating loss carry-forward. This requirement applies despite the fact that our
pre-reorganization net operating loss carry-forward and other deferred tax
assets would substantially reduce the related federal income tax payable. The
current and future year tax benefit related to the carry-forward is recorded as
a reduction of reorganization value in excess of amounts allocable to
identifiable assets until exhausted and then as a direct increase to paid in
capital. The amount of income tax provision that has been used to reduce the
reorganizational value in excess of amounts allocable to identifiable assets is
reflected as a provision in lieu of income taxes in our Consolidated Statements
of Operations.
We are currently undergoing an audit by the Canada Revenue Agency for its
1996 to 2001 taxation years, which includes transfer pricing and other matters
for which an accrual has been recorded. It is not possible at this time to
determine the amount of the final liability that may arise as a result of this
audit and the actual assessment may differ significantly from our current
estimate.
COLLECTIVE BARGAINING AGREEMENT
The collective bargaining agreements with the unions for the hourly
employees in Malung, Sweden expire in June 2004 and negotiations are currently
underway. We have no reason to believe that we will not reach acceptable
agreements in a timely manner. Our management believes that our relations with
these unions are positive. There have been no work stoppages, strikes or
lockouts at our St-Jean, Malung or Tammela sites in over 20 years.
CRITICAL ACCOUNTING POLICIES
For a discussion of our critical accounting policies see "Critical
Accounting Policies" in our Annual Report on Form 10-K for the year ended
December 31, 2003.
LIQUIDITY AND CAPITAL RESOURCES
On June 11, 2003, The Hockey Company Holdings Inc. ("THC Holdings")
completed its initial public offering for the issue of 4,500,000 common shares
(the "Offering") for proceeds of $47.2 million (Cdn$64.1 million), net of issue
fees and expenses of approximately $5.8 million (Cdn$7.8 million). On July 11,
2003, the underwriters exercised their over-allotment option, which resulted in
the issuance of an additional 429,200 common shares for proceeds of $4.6 million
(Cdn$6.4 million), net of issue fees and expenses of $0.4 million (Cdn$0.5
million).
Our anticipated financing requirements for short-term working capital and
long-term growth, future capital expenditures and debt service are expected to
be met through cash generated from our operations and borrowings under our
credit facilities. During the three months ended March 31, 2004, we have met the
requirement for the annual repayment of our credit facilities with GECC in full
for 2004. Total borrowings under the GECC credit agreements as at March 31, 2004
and
22
December 31, 2003 were nil, including borrowings under our Jofa facility (as
described below) (excluding $6.8 million and $7.0 million of letters of credit
outstanding, respectively).
Total borrowings under our Swedish subsidiary, Jofa AB's credit facility
with Nordea Bank were nil as at March 31, 2004 and December 31, 2003 (excluding
nil and $0.4 million letters of credit outstanding, respectively). We believe
that the credit agreement can be renewed or refinanced upon maturity on December
31, 2004. If this agreement cannot be renewed or financed with Nordea Bank, we
will seek alternate sources of financing to replace this agreement.
Total borrowings under our Finnish subsidiary, KHF Finland OY's credit
facility with Nordea Bank in Finland were nil as at March 31, 2004 and December
31, 2003. This credit agreements is valid until further notice and we will seek
alternate sources of financing to replace this agreement if the agreement cannot
be financed with Nordea Bank.
There were no borrowings during the first three months of 2004 under any of
our credit agreements.
As previously mentioned, under the terms of the Notes, in the event of a
change of control, we and Sport Maska Inc. are required to make a joint offer to
purchase all of the outstanding Notes at a purchase price equal to 101% of the
principal amount thereof plus accrued and unpaid interest, if any, to the date
of purchase.
Cash provided by operating activities during the three months ended March
31, 2004 was $2.1 million compared to $8.6 million in the first three months of
2003. For the three months ended March 31, 2004 we had a net loss of $3.8
million compared to a net income of $1.7 million in the first 3 months of 2003.
EBITDA was $0.2 million for the three months ended March 31, 2004 compared to
$7.1 million in the first three months of 2003. Inventory increased by $8.2
million from December 31, 2003 to March 31, 2004, whereas accounts receivable
were lower by $15.3 million from December 31, 2003 in line with the seasonal
nature of our business. Accounts payable and accrued liabilities are higher
mainly due to the accrued interest on the Units.
Cash used in investing activities during the three months ended March 31,
2004 was $1.6 million compared to $1.0 million provided in the first three
months of 2003. In 2004, the $1.6 million is mainly related to the acquisition
of Distributor Norbert Ewald GmbH in Germany whereas in 2003 it was primarily
due to the sale of our Drummondville manufacturing facility in the first quarter
of 2003.
There was less than $0.1 million cash used in financing activities during
the three months ended March 31, 2004, compared to $0.7 million used in the
first three months of 2003. The variance is mainly due to the pay-down of
short-term borrowings in the first three months of 2003.
During the three months ended March 31, 2004, the foreign currency
translation adjustment amounted to a loss of $2.6 million, which resulted
principally from the weakening Canadian dollar, Swedish Krona and Euro against
the U.S. dollar. During the three months ended March 31, 2003, the foreign
exchange translation adjustment was favourable and amounted to $2.8 million,
which was primarily a result of the strengthening Canadian dollar, Swedish Krona
and Euro against the U.S. dollar.
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.
CONTRACTUAL OBLIGATIONS
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,
ECHL and AHL and certain professional players and teams an endorsement fee in
exchange for the promotion of our brands. Furthermore, we have repayment
obligations on our long-term debt. The following is a schedule of future minimum
payments and annual obligations under these commitments, as well as the
repayment of the Notes in 2009:
23
(In thousands)
2004 $ 15,694
2005 10,178
2006 14,515
2007 14,561
2008 12,798
2009 and beyond 208,066
-------------------------
$ 275,812
=========================
On March 24, 2004, we signed a sponsorship agreement with the AHL, which
will commence at the start of the 2004/2005 hockey season. The agreement is for
10 years made up of a 4 year term plus two additional 3 year terms at the AHL's
option. The agreement calls for royalty payments based on net sales of certain
products and requires guaranteed minimum payments over the term of the
agreement.
Under the terms of the new NHL License Agreement, since the NHL and the NHLPA
have not by April 1, 2004, entered into a Collective Bargaining Agreement
covering the 2004/2005 NHL season, certain guaranteed minimum payments under our
license agreement are reduced to zero and the terms of the agreement are
extended automatically for an additional license year.
RESTRUCTURING RESERVES
In January 2004, we announced the planned closure of our Apparel Sewing
facility in Cap de la Madeleine, Quebec effective the first half of 2004. We
will centralize all apparel manufacturing in our Apparel factory in
St-Hyacinthe, Quebec in order to maximize the utilization of that facility.
Approximately 170 employees from the apparel segment have been affected by this
decision and, accordingly, we have recorded a restructuring charge of $0.3
million mainly related to severance packages to the affected employees. All of
the $0.3 million remains unpaid at March 31, 2004.
OFF-BALANCE SHEET ARRANGEMENTS
As of March 31, 2004, there are no off balance sheet financing
arrangements.
EVENTS AND UNCERTAINTIES
The collective bargaining agreement ("CBA") between the NHL and the NHL
Players' Association expires September 15, 2004. The popularity of the NHL
affects the sales of our hockey equipment and hockey-related apparel. Our brands
receive significant on-ice exposure as a result of our license agreement with
the NHL. In the event of a labour dispute resulting in a work stoppage, the
popularity of the NHL could suffer and our brands will not receive any on-ice
exposure during NHL games. This, together with the absence of in-stadium sales
during a work stoppage, would significantly affect our apparel sales. In
addition, in the event of a labour dispute resulting in a work stoppage, we will
continue to have certain royalty payment obligations, although reduced, under
the New NHL License Agreement. We have been pro-active in anticipation of a work
stoppage and believe that we have taken appropriate measures to minimize the
impact on our operations and financial position. Since a new CBA was not signed
by April 1, 2004, the term of our agreement with the NHL has been extended by
one year.
We in the normal course of business are exposed to market risk from changes
in foreign currency exchange rates and interest rates (See Item 3, "Quantitative
and Qualitative Disclosures About Market Risk").
ACQUISITION OF DISTRIBUTOR NORBERT EWALD GMBH IN GERMANY
On January 5, 2004, we acquired the assets of Norbert Ewald GmbH (Ewald
Sport Service) for a total cost of approximately $1.3 million consisting
primarily of inventory. Ewald, a former distributor of our products, is a
leading hockey
24
equipment distributor in Germany. This acquisition will continue
to strengthen our existing presence in the Central European hockey market
through our subsidiary Sport Maska GmbH.
T'BLADE JOINT VENTURE
On January 16, 2004, we purchased a 33 1/3% ownership stake in t'blade
Inc., the exclusive marketer and distributor of t'-blade replaceable ice skate
blade products and technology in North America, for US approximately $0.08
million (Cdn $0.1 million), as well as an advance of US$0.5 million (Cdn $0.7
million). The remaining shares are owned by Graf Canada Ltd. (33 1/3%) and
t'blade GmbH (33 1/3%). Our share of the results of t'blade Inc.'s operations
has been included in our consolidated financial statements since January 16,
2004 using the equity method of accounting.
NEW ACCOUNTING PRONOUNCEMENTS
In January 2003, FASB issued Interpretation No. 46, CONSOLIDATION OF
VARIABLE INTEREST ENTITIES, AN INTERPRETATION OF ACCOUNTING RESEARCH BULLETIN
NO. 51 ("FIN 46"). FIN 46 requires the consolidation of variable interest
entities ("VIE") in which an enterprise absorbs a majority of the entity's
expected losses, receives a majority of the entity's expected residual returns,
or both, as a result of ownership, contractual or other financial interests in
the entity. Currently, entities are generally consolidated by an enterprise that
has a controlling financial interest through ownership of a majority voting
interest in the entity. The provisions of FIN 46 are applicable to variable
interests in VIE's created after January 31, 2003. For variable interest
acquired before February 1, 2003, the provisions of FIN 46 are applicable in the
first reporting period ending December 15, 2003. The application of FIN 46 did
not have a significant effect on the Company's financial position and result of
operations.
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, Swedish Krona and the Euro.
Management's objective regarding foreign currency risk is to protect cash flows
resulting from sales, purchases and other costs from the adverse impact of
exchange rate movements. However, fifty percent of the Notes debt is held by a
Canadian subsidiary whose functional currency is the Canadian dollar. Included
in our results is a foreign exchange loss of $1.4 million of which approximately
$1.1 million resulted from the translation of our U.S. dollar denominated
long-term debt, 50% of which is held by our Canadian subsidiary, Sport Maska
Inc. Fluctuations in the Canadian dollar, as in 2004 and 2003, against the U.S.
dollar can give rise to significant volatility in net income.
We are also exposed to foreign exchange fluctuations due to significant
sales and costs in Canada, Sweden and Finland. If the average exchange rate of
the Canadian dollar, Swedish Krona and Euro were to vary by 1% versus the U.S.
dollar, the effect on sales for the three months ended March 31, 2004 would have
been $0.1 million, $0.1 million and $0.1 million, respectively. We also have
operating expenses in each of these currencies, which would partially mitigate
the impact of such foreign exchange variation on cash flows from operations and
net income. 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. The impact of
foreign exchange on these debt facilities is mitigated by the impact of foreign
exchange on the operating revenues generated in the local currencies of the
subsidiaries. As we hold either long-term or operating debt facilities
denominated in the currencies of our European subsidiaries, our equity
investment in those entities are hedged against foreign currency fluctuations.
We do not engage in speculative derivative activities. We are exposed to changes
in interest rates primarily as a result of our operating credit facilities used
to maintain liquidity and fund capital expenditures. Management's objective
regarding interest rate risk is to limit the impact of interest rate changes on
earnings and cash flows and to reduce overall borrowing costs. To achieve these
objectives, we maintain the ability to borrow funds in different markets,
thereby mitigating the effect of large changes in any one market. Our operating
credit facilities have a variable interest rates and thus a 1% variation in the
interest rate on our borrowing base for the year will cause approximately $0.5
million increase or decrease in interest expense.
25
ITEM 4. CONTROLS AND PROCEDURES
(A) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
The Company's management, with the participation of the Company's Chief
Executive Officer and Chief Financial Officer, evaluated the effectiveness of
the Company's disclosure controls and procedures as of the end of the period
covered by this report. Based on that evaluation, the Chief Executive Officer
and Chief Financial Officer concluded that the Company's disclosure controls and
procedures as of the end of the period covered by this report were designed and
were functioning effectively to provide reasonable assurance that the
information required to be disclosed by the Company in reports filed under the
Securities Exchange Act of 1934, as amended, is recorded, processed, summarized
and reported within the time periods specified in the SEC's rules and forms. The
Company believes that a controls system, no matter how well designed and
operated, cannot provide absolute assurance that the objectives of the controls
system are met, and no evaluation of controls can provide absolute assurance
that all control issues and instances of fraud, if any, within a company have
been detected.
(B) CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
No change in the Company's internal control over financial reporting
occurred during the period covered by this report that has materially affected,
or is reasonably likely to materially affect, the Company's internal control
over financial reporting.
26
THE HOCKEY COMPANY
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Reference is made to Note 7 of the Notes to Unaudited Consolidated
Financial Statements included in Part I of this report.
ITEM 2. CHANGES IN SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY
SECURITIES
(a) through (d). Not applicable.
(e)
PURCHASES OF EQUITY SECURITIES
-----------------------------------------------------------------------------------------------------------------------
(C) TOTAL NUMBER
(A) TOTAL (B) OF SHARES (OR UNITS) (D) MAXIMUM NUMBER (OR
NUMBER OF AVERAGE PURCHASED AS PART APPROXIMATE DOLLAR VALUE)
SHARES (OR PRICE PAID OF PUBLICLY OF SHARES (OR UNITS) THAT
UNITS) PER SHARE ANNOUNCED PLANS MAY YET BE PURCHASED UNDER
PERIOD PURCHASED(1) (OR UNIT) OR PROGRAMS THE PLANS OR PROGRAMS
-----------------------------------------------------------------------------------------------------------------------
January 1, 2004 6,000 shares of one common share
to January 31, 2004 our non-voting of THC Holdings
exchangeable -
common stock -
-----------------------------------------------------------------------------------------------------------------------
February 1, 2004 to
February 29, 2004 0 - - -
-----------------------------------------------------------------------------------------------------------------------
March 1, 2004
to March 31, 2004 0 - - -
-----------------------------------------------------------------------------------------------------------------------
Total 6,000 shares of one common share
our non-voting of THC Holdings - -
exchangeable
common stock
-----------------------------------------------------------------------------------------------------------------------
-----------------
(1) All 6,000 shares of our non-voting exchangeable common stock were purchased
by us in satisfaction of our obligations upon exercise of outstanding put
rights under the terms of our non-voting exchangeable common stock.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
27
THE HOCKEY COMPANY
PART II
OTHER INFORMATION
(a) Exhibits.
31.1 Certification of Chief Executive Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002, as amended.
31.2 Certification of Chief Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002, as amended.
32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. section
1350, as added by Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. section
1350, as added by Section 906 of the Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K.
On February 23, 2004 the Company issued a report on Form 8-K in
connection with issuing a press release announcing the Company's financial
results for the year ended December 31, 2003.
28
SIGNATURES
Pursuant to the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
THE HOCKEY COMPANY
(REGISTRANT)
By: /S/ ROBERT A. DESROSIERS
------------------------------------------------------
Name: Robert A. Desrosiers
Title: Chief Financial Officer and Vice President,
Finance and Administration
Date: May 11, 2004