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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2001 Commission file number 0-19596
THE HOCKEY COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 13-36-32297
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3500 BOULEVARD DE MAISONNEUVE, SUITE 800 H3Z 3C1
MONTREAL, QUEBEC, CANADA (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (514) 932-1118
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK,
PAR VALUE $.01
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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statement
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Aggregate market value of the voting stock held by non-affiliates of the
registrant as of March 11, 2002 has not been determined due to the extremely
limited trading volume in the registrant's common stock; however, 1,060,286
shares of the voting stock were held by non-affiliates of the registrant on
March 11, 2002.
As of March 11, 2002, 6,500,549 shares of the registrant's common stock, $.01
par value per share, were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None
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TABLE OF CONTENTS
Page
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PART I
Item 1. Business............................................................3
Item 2. Properties..........................................................9
Item 3. Legal Proceedings..................................................10
Item 4. Submission of Matters to a Vote of Security Holders................10
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters................................................11
Item 6. Selected Financial Data............................................12
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations................................14
Item 7a. Quantitative and Qualitative Disclosures about Market Risk ........21
Item 8. Financial Statements and Supplementary Data........................22
Item 9. Changes in and Disagreements With Accountants on
Accounting and Financial Disclosure................................44
PART III
Item 10. Directors and Executive Officers of the Registrant.................45
Item 11. Executive Compensation.............................................48
Item 12. Security Ownership of Certain Beneficial Owners and Management.....53
Item 13. Certain Relationships and Related Transactions.....................54
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K....55
PART I
ITEM 1. BUSINESS
OUR COMPANY
We are the world's largest marketer, designer and manufacturer of
hockey equipment and related apparel. Our primary brands, CCM(R), Koho(R) and
Jofa(R), are among the most widely recognized brands in hockey and we estimate
that we have a 30% share of the worldwide ice and roller hockey equipment and
related apparel market. We sell our products to a diverse customer base
consisting of specialty retailers, sporting goods shops, mass merchandisers and
international distributors. We manufacture at highly automated facilities, and
have distribution facilities, in North America, Finland and Sweden.
We offer a complete line of ice and roller hockey equipment and related
apparel. Hockey equipment represents approximately 64% of our sales, hockey
related apparel 32% of our sales and non-hockey products represents the
remaining 4%.
HOCKEY EQUIPMENT. Our comprehensive line of hockey equipment, including
skates, protective equipment, hockey sticks and goaltender equipment, provides a
wide range of choices for both recreational and professional players. Our skates
and other equipment are sold at various price points and range from high
performance products used by professionals in the NHL and other professional
leagues, to intermediate performance products used by youth league players,
among others, and to entry-level products for the beginner. As of November 2001,
98% of all NHL players used at least one piece of our equipment.
HOCKEY RELATED APPAREL. The hockey related apparel segment of our
business consists of licensed hockey jerseys, team uniforms and socks and
licensed or branded activewear. We have been an NHL licensee since 1967 and we
are currently the exclusive supplier of hockey jerseys to every NHL team and
have the exclusive worldwide right to market authentic and replica NHL jerseys.
Our jerseys are worn by every player and official in the NHL. We are also the
world's largest manufacturer of team uniforms and socks worn by players in
hockey leagues, camps, schools and associations. Our licensed or branded
activewear lines include high quality fleecewear, pants, shirts, T-shirts, golf
shirts, turtlenecks, outerwear and caps embroidered with the NHL, NCAA and other
team and league logos.
NON-HOCKEY PRODUCTS. In addition to our primary hockey related
equipment, we also market and manufacture other equipment, including alpine
skiing and equestrian helmets. In addition, in Finland and Sweden, we are the
exclusive distributor of Merrell footwear, a leading outdoor footwear brand.
Please refer to the Consolidated Financial Statements and related
notes included in this Form 10-K for more information on our segments.
INDUSTRY OVERVIEW
We compete in the wholesale ice and roller hockey equipment and related
apparel markets. We estimate the worldwide wholesale hockey equipment and
related apparel market in 2000 was approximately $660 million, and we estimate
that we have a 30% share of this market. Although the worldwide hockey equipment
market has remained stable overall, we anticipate several specific factors will
support the future growth of the industry, including:
o increased fan interest and increased participation in hockey;
o the recent expansion of the NHL into new markets such as
Nashville in 1998, Atlanta in 1999 and Columbus and Minnesota
in 2000;
o increased marketing by the NHL;
o increased construction of ice rinks; and
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o favorable demographics, such as the tendency for hockey
enthusiasts to be more educated and have greater disposable
income than participants and fans of other traditional team
sports.
The hockey equipment and hockey related apparel markets are segments of
the U.S. and worldwide sporting goods industries. Several factors are expected
to support the further growth of the sporting goods industry in general,
including:
o the considerable leisure time and financial resources of the
baby boomer population;
o heightened awareness of the importance of recreational
exercise; and
o the growing overseas market for recreational products.
OUR PRODUCTS
We manufacture and market a fully integrated line of hockey equipment
and apparel. Our hockey equipment product lines include:
o ice hockey, roller hockey and figure skates;
o protective equipment;
o hockey sticks; and
o goaltender equipment.
Our hockey related apparel products include:
o NHL licensed hockey jerseys;
o team uniforms and socks; and
o licensed or branded activewear.
HOCKEY EQUIPMENT PRODUCT LINES
ICE HOCKEY, ROLLER HOCKEY AND FIGURE SKATES. We manufacture and
market a wide range of ice hockey skates under the CCM, Tacks(Registered
Trademark), Externo(Trademark), Powerline(Registered Trademark), Jofa and
Koho labels. The tradition of the flagship CCM brand of skates, first
introduced to the market in 1905, is interwoven throughout the history of ice
hockey and the NHL. We manufacture all of our high end ice hockey skates and
outsource our entry level ice hockey, roller hockey and figure skates. We
focus on marketing premium roller hockey skates targeted at high price
points. In addition, we market six different models of figure skates under
the CCM and Jofa labels.
PROTECTIVE EQUIPMENT
BODY PROTECTIVE EQUIPMENT AND GLOVES. We market a variety of
body protective equipment, including shoulder pads, shin guards, elbow
pads and gloves under the CCM, Koho and Jofa brands. CCM gloves and
body protective equipment are marketed under three sub-brands, Tacks,
Supra and Powerline.
HELMETS. We market our helmets under the CCM and Jofa labels,
which have been two of the leading brands of helmets for over 30 years.
More players in the NHL wear our helmets than any other
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competitor's products. Our helmets provide a high level of protection
and prominently display the CCM and Jofa brand names.
PANTS AND ACCESSORIES. We market hockey pants under the CCM,
Koho and Jofa labels. CCM branded pants also carry the Supra and
Powerline sub-brand names. In addition, we market several accessories,
such as carry bags, athletic supporters and equipment for officials.
HOCKEY STICKS. We believe we are the premier manufacturer of hockey
sticks and set the industry standards for quality, innovation and stick
performance. We market a wide range of hockey sticks incorporating various
materials, designs and performance characteristics. Our sticks are sold under
the CCM and Koho brands. CCM and Jofa sticks are also sub-branded for greater
market segmentation. CCM sub-brands include Tacks, Canadien, Supra and Powerline
for our player, non-goaltender, sticks and Tacks and Heaton for goaltender
sticks. Similarly, the Titan sub-brand is associated with the Jofa primary
brand. We are also a leading provider of replacement blades, enabling players to
re-use the shaft of their two-piece hockey sticks.
GOALTENDER EQUIPMENT. We produce a fully integrated line of goaltender
equipment. We market our goaltender facemasks, catch mitts and blockers,
goaltender arm and body protectors and leg pads under the Heaton sub-label of
CCM and the Koho brand. We market our goaltender pants under the Supra and
Heaton sub-labels of CCM and the Koho brand.
NON-HOCKEY EQUIPMENT. We also manufacture and market other equipment,
including alpine skiing and equestrian helmets. These products are manufactured
and assembled at our Malung, Sweden facility. In addition, in Finland and
Sweden, we are the exclusive distributor of Merrell footwear, a leading outdoor
footwear brand.
HOCKEY RELATED APPAREL PRODUCTS
LICENSED HOCKEY JERSEYS. We have supplied NHL teams with authentic
jerseys for 35 years. Pursuant to our most recent license agreement with the
NHL, we hold the exclusive right to provide authentic jerseys used "on-ice" by
every team in the NHL and market authentic and replica jerseys of all 30 teams.
Our exclusive agreement with the NHL expires on June 30, 2004, with our option
to renew through June 30, 2005. In addition, under our license agreement with
the NHL Players Association, we have the right to market these jerseys with the
names and numbers of NHL players. In addition to supplying jerseys to the NHL,
we also maintain agreements to provide jerseys to professional teams in other
leagues as well as some major NCAA teams.
Although we generate revenue from the sale of authentic jerseys to the
consumer market, replica jersey sales into the consumer market account for an
estimated 95% of our licensed jersey revenue. Replica jerseys are similar to
authentic jerseys and may also display team names and crests but incorporate
different fabrics and features than authentic jerseys. Our authentic jerseys
incorporate Pro-Weight Air-Knit and Ultrafil fabric, high quality crests, a
fighting strap and reinforced stitching on all seams and hems. Youth and adult
replica jerseys feature Mid-Weight Air-Knit fabric and child/toddler jerseys
feature traditional Suprafil fabric.
TEAM UNIFORMS AND SOCKS. We sell non-team identified team uniforms and
socks that are primarily used by organized leagues, amateur hockey associations
and schools. The majority of these jerseys is of replica quality and is sold
through retail channels. We also produce hockey socks for both professional and
recreational markets.
LICENSED OR BRANDED ACTIVEWEAR. We offer a high quality line of
fleecewear, pants, shirts, T-shirts, golf shirts, turtlenecks, outerwear and
caps embroidered with the NHL, NCAA and other team and league logos. We market
these products pursuant to several license agreements with a variety of
organizations, including the NHL, major colleges and universities, the NCAA and
the American Hockey League. We outsource the production of all of our activewear
products. In addition to sports apparel and accessories displaying professional
and collegiate team logos and designs, we also sell our line of caps, T-shirts,
and fleecewear to corporations and other organizations. Our products include
custom embroidered and screen printed T-shirts and polo shirts bearing corporate
and organizational logos.
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SALES AND MARKETING
NORTH AMERICAN SALES. In Canada, our equipment sales organization is
comprised of a group of independent representatives that sell CCM branded
equipment and another group of independent representatives dedicated to selling
Koho and Jofa equipment. In the U.S., independent representatives carry all
brands. Sales representatives are charged primarily with selling equipment,
products and jerseys to our smaller hockey specialty accounts. Regional
managers, in both Canada and the U.S., are charged with overseeing the sales
representative organization and also maintaining our larger accounts across all
brands.
We have a separate sales force for apparel, comprised of a vice
president of sales, a key account manager and independent representative
organizations. Our apparel sales team possesses extensive industry experience.
Our sales representatives are responsible for selling apparel, including
licensed jerseys, and licensed or branded activewear, to large sporting goods
and department stores in the U.S.
INTERNATIONAL SALES. In Sweden, Finland and Norway, we sell our
equipment and apparel directly to retailers and teams, through our in-house
sales team in Scandinavia. Outside of those countries, we sell our products
through distributors located in over 40 countries in Europe, South America,
Central America, Africa, Australia and the Far East. These distributors, in
turn, sell our products to teams and retailers. Our European sales activities,
as well as sales activities in South America, Central America, and Pacific Rim
countries, are controlled through our European General Manager based in Sweden.
NHL AGREEMENTS
NHL MARKETING LICENSES. Our license agreement with NHL Enterprises, LP,
the marketing affiliate of the NHL, extends through June 30, 2004 with our
option to renew through June 30, 2005, and gives us the exclusive right to
supply authentic game jerseys used "on-ice" by the 30 NHL teams, including
playoff and all-star jerseys. Authentic game jerseys are supplied under the CCM
and Koho brand names, while authentic practice jerseys are supplied under the
Jofa brand name. We are also the exclusive supplier of "on-ice" jerseys and
pants for NHL officials under the Jofa brand name. Our brand names are placed,
pursuant to the agreement, on the outside rear neck of the jersey, to provide
brand name exposure. We also have the right to use the names, logos, and other
indicia of the NHL and the NHL member teams on an exclusive basis in connection
with the manufacture, supply and sale of replica game and practice jerseys of
the 30 NHL teams. Pursuant to a separate agreement with the National Hockey
League Players Association, we are entitled to market authentic and replica game
and practice jerseys identified with the names and numbers of NHL players. Since
the beginning of the 2000/2001 NHL season, the CCM logo appears above each
player's name on every "home" NHL jersey, the Koho logo appears above each
player's name on every "away" and "third" NHL jersey and the Jofa label is on
uniforms for all NHL officials. The agreement also grants us the exclusive right
to market T-shirts, golf shirts, workout wear, outerwear and activewear bearing
NHL logos, names and designs under the NHL's Center-Ice-Registered(Trademark)
trademark, which are worn by the trainers of all NHL teams during games. We also
have the non-exclusive right to use the NHL team logos on headwear. We market
all of the foregoing products to North American retailers for resale as well as
to European and Asian distributors.
Pursuant to the license agreement we are required to pay a license fee
and royalties to the NHL based on our net sales, with minimum royalty amounts
guaranteed to be paid by us each license year. In addition to these costs, we
have agreed to purchase a fixed dollar amount of marketing from the NHL and from
each of the NHL teams.
We license the use of NHL trademarks for our Jofa hockey protective
equipment. The premium products in the protective equipment line (shoulder, shin
and elbow pads) are co-branded with the Center-Ice trademark, also referred to
as "the official equipment worn by the NHL." The NHL reserves this mark for
products with overwhelming usage by NHL players. Other Jofa products are
co-branded with the NHL shield.
NHL ON-ICE EQUIPMENT LICENSE. Our brands are permitted to appear on
equipment used by NHL players "on-ice" pursuant to a separate On-Ice Equipment
License with the NHL. The extensive use of our products by NHL players
significantly promotes the high visibility of our brands among consumers. All of
our products
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prominently display their respective brand and sub-brand logos, resulting in
significant and cost-effective exposure in arenas, on television and in
newspapers, magazines and other printed media. Our market research indicates
that NHL use of a particular brand of equipment is among the key factors in a
consumer's purchase decision. Our products enjoy widespread usage among NHL
players without paid endorsement. We do, however, have endorsement agreements
with several high visibility players including, among others, Martin Brodeur
(CCM Heaton) of the New Jersey Devils, Mark Recchi (CCM) of the Philadelphia
Flyers, Patrick Roy (Koho) of the Colorado Avalanche, Daniel Sedin (Jofa) and
Henrik Sedin (Jofa) of the Vancouver Canucks, Mats Sundin (CCM) of the Toronto
Maple Leafs and Joe Thornton (CCM) of the Boston Bruins.
MEDIA PROMOTION. In addition to our "on-ice" exposure, we have
purchased time slots during both locally and nationally televised hockey games
in Canada and the U.S. Our media plan includes radio spots. As a result of the
increased coverage of the NHL by ABC and ESPN, we have increased our television
and radio promotion. Reinforcing the television campaign are full-page color
advertisements placed in game programs, trade and consumer hockey publications
distributed throughout North America, such as The Hockey News(R), New England
Hockey Journal and Hockey Business News(R).
CUSTOMERS AND DISTRIBUTION CHANNELS
We maintain a diversified and broad universe of over 4,000 customers
worldwide and are not dependent on any single customer. Sales in the U.S.
accounted for approximately 45% of our total 2001 revenue, sales in Canada
accounted for approximately 32% of our total 2001 revenue and sales in Europe
and the rest of the world accounted for approximately 23% of our total 2001
revenue. Our customer base consists of independently owned hockey specialty
retail stores, large sporting goods retailers, department stores and other
retailers. In fiscal 2001, no customer accounted for more than 10% of our sales.
We sell our hockey related apparel, including jerseys and licensed or
branded activewear, through the same channels as our equipment products, in
addition to generating revenue from sales to "in-stadium" concession stores.
Jerseys are sold mainly through specialty retail and "in-stadium" concession
stores. Our new license agreement with the NHL provides us with better access to
"in-stadium" concession stores to market our licensed jerseys and licensed or
branded activewear. We believe "in-stadium" concession stores which purchase
authentic licensed jerseys from us will increase their orders for our licensed
or branded activewear products due to purchasing efficiencies. We have
established a separate U.S. sales force who will market our new line of hockey
related licensed or branded activewear through new channels. We expect this
sales force to generate sales from large retailers, department stores and other
retailers.
RESEARCH AND DEVELOPMENT
We believe we are the industry's leader in product innovation and have
dedicated significant resources to ensure our future technological leadership.
The majority of our products are developed and commercialized in our three
research and development centers located in St. Jean, Quebec, Tammela, Finland
and Malung, Sweden. These facilities employ designers, engineers and model
makers and feature comprehensive testing equipment, woodworking, spray painting,
molding and sculpting capabilities and have creative services departments which
are responsible for packaging, catalogue design and development.
Our research and development teams work closely with each of our
product business units to enhance the quality and performance of existing
products and to introduce new products into the marketplace. The majority of our
products are developed internally through our research efforts and continued
feedback from professional and recreational players, as well as from retail
customers. In addition, we have developed an alliance with a major Canadian
university. Our university affiliation will support our efforts to develop
equipment performance benchmarks, as well as new materials and equipment
designs.
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MANUFACTURING
EQUIPMENT MANUFACTURING PROCESSES. We believe we have developed the
industry's most advanced hockey equipment manufacturing processes, with
proprietary technologies and extensive automation. We believe that we operate
the industry's most automated hockey stick production facility at our
Cowansville, Quebec facility. We outsource the production of the majority of our
ice and roller skates and protective equipment line to high quality facilities
primarily in Asia and the Czech Republic, except for our high-end ice skates,
custom products and helmets which are produced in-house.
HOCKEY RELATED APPAREL MANUFACTURING PROCESSES. We are a vertically
integrated manufacturer of hockey jerseys and socks and make extensive use of
automation. In order to maintain our high quality standards, we knit our own
jersey fabric and hockey socks and cut and assemble the components for our
jerseys. In addition, we have developed sophisticated sewing equipment that
facilitates the labor-intensive finishing process of jersey production. We have
recently implemented several initiatives that have dramatically increased
throughput and the overall efficiency of our jersey manufacturing lines. We have
outsourced a small portion of our jersey production to meet demand. For our
activewear line, we source blank jackets, fleecewear and other apparel from
third parties and, in turn, have them embellished by other third parties with
team crests and logos and our brand names.
SUPPLIERS
We have a diverse network of suppliers. No single supplier accounted
for more than 10% of our consolidated purchases during the year ended December
31, 2001.
COMPETITION
Our principal competitor in the hockey equipment market is Bauer Nike
Hockey Inc., a subsidiary of Nike, Inc. In addition to Bauer Nike, we compete
with several smaller companies that typically do not offer full product lines,
including Easton Sports, Inc., Mission Hockey Company, Sherwood Drolet Ltd. and
ITECH Sport Products Inc. Although we and Bauer Nike together account for a
significant portion of the worldwide hockey equipment market, the remaining
market is highly fragmented. We compete on the basis of brand image, technology,
quality and performance of our products, method of distribution, price, style
and intellectual property protection.
Within the hockey apparel segment, our competitors for licensed jerseys
have included Bauer Nike, Starter Corporation and Pro Player, Inc. These
companies have exited the market for licensed NHL jerseys over the last few
years. In the team uniform market, our competitors include Bauer Nike, Athletic
Knit, SP and Kobe. Although the licensed or branded activewear market is highly
fragmented, we compete with companies such as Lee Company, Logo Athletic,
Antigua Sportswear, Spotlight Apparel and Pro Player.
PATENTS AND TRADEMARKS
PATENTS. We currently hold patents and industrial designs in multiple
countries. The patents encompass various product innovations and designs. Many
of our patents represent what have become industry standards in performance and
quality. Examples include the F-I-T System Thermo-forming process that is
featured in our hockey skate line and Hyper X Locking Mechanism and Joint
Discharge Principle that are featured in our protective equipment product line.
TRADEMARKS. We own a substantial number of trademarks including Jofa,
Koho, Tacks, Heaton, Titan, Canadien and Externo. All of our trademarks are
owned by us except for the CCM trademark which is owned by CCM Holdings (1983)
Inc., which in turn is 50% owned by us through our subsidiaries. The remaining
50% of CCM Holdings is owned by an unaffiliated Canadian bicycle company. We
have the exclusive and perpetual right to use the CCM trademark royalty free in
connection with skates, hockey equipment and hockey related apparel.
-8-
EMPLOYEES
As of December 31, 2001, we employed 1,587 persons, of which 1,367 are
employed in Canada, 30 are employed in the United States and the balance are
employed in Europe. None of our employees in the United States are unionized,
while 390 of our employees at our St. Jean, Quebec facility, 100 of our
employees at our Malung, Sweden facility, 91 of our employees at our Tammela,
Finland facility, 54 employees at our Drummondville, Quebec facility and 47 of
our employees at our Harrow, Ontario facility are unionized. The collective
bargaining agreement with the union expired in December 2001 for Drummondville
and negotiations for its renewal are in the early stages. With the agreement of
the union, we continue to operate under the prior agreement. The collective
bargaining agreements with the unions expire in 2002 and 2003, respectively,
for St. Jean and Harrow, and in 2004 and 2003, respectively, for Malung, Sweden
and Tammela, Finland.
ITEM 2. PROPERTIES
Our primary executive offices of our operations are located in
Montreal, Canada and we conduct our operations through 21 facilities: 3 in the
U.S., 10 in Canada, and 8 in Europe. We believe that our existing manufacturing
and distribution facilities have sufficient capacity to support our business
without the need for significant additional or upgraded equipment or capital
expenditures. The following table summarizes each of our principal facilities
for its operations.
APPROXIMATE
FACILITY LOCATION USE SQUARE FEET LEASE/OWN LEASE EXPIRY
----------------------- ----------------------------------------- ------------- ----------- --------------
UNITED STATES
Bradford, Vermont U.S. apparel distribution 85,000 Own --
Branford, Connecticut U.S. apparel offices 3,726 Lease Apr. 2002
Stowe, Vermont U.S. sales office 1,600 Lease Mar. 2003
CANADA
Cap de la Madeleine,
Quebec Hockey apparel sewing 12,000 Lease Jan. 2005
Cowansville, Quebec Hockey stick manufacturing 45,500 Own --
Drummondville, Quebec Hockey stick manufacturing 63,000 Own --
Granby, Quebec North American apparel distribution center 53,200 Lease Dec. 2003
Harrow, Ontario Goaltender equipment manufacturing 15,000 Lease Dec. 2004
Montreal, Quebec Executive and administrative offices 50,000 Lease Feb. 2008
Richmond, Quebec Hockey apparel sewing 11,500 Lease June 2003
St. Hyacinthe, Quebec Hockey apparel cutting and sewing 78,000 Lease Jan. 2005
St. Hyacinthe, Quebec North American equipment distribution 180,000 Lease Jan. 2005
center
St. Jean, Quebec Hockey equipment and skate manufacturing 138,000 Lease Nov. 2004
EUROPE
Fredrikstad, Norway Sales office 14,500 * Lease Oct. 2003
Goteburg, Sweden Sales office 1,227 Lease June 2002
Helsingborg, Sweden Sales office 400 Lease Aug. 2002
Helsinki, Finland Sales office 1,500 Lease Quarterly
Johannesh, Sweden Sales office 1,600 Lease Sept. 2004
Jyvaskyla, Finland Sales representative office 380 Lease Two months
Malung, Sweden Protective equipment factory, warehouse
and offices 123,000 Lease Sept. 2004
Tammela, Finland Hockey stick factory, warehouse and offices 50,000 Lease (land) Dec. 2087
----------------------- ----------------------------------------- ------------- ----------- --------------
* A majority of the Fredrikstad facility is sublet to a third party.
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ITEM 3. LEGAL PROCEEDINGS
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.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
A. PRICE RANGE OF COMMON STOCK
On April 11, 1997, the effective date of our Plan of Reorganization, our
old common stock ("Old Common Stock") was extinguished and the holders of our
Old Common Stock received a total of 300,000 five-year warrants to purchase an
aggregate of 300,000 shares of common stock at an exercise price of $16.92 per
share (subject to adjustments for stock splits, stock dividends,
recapitalizations and similar transactions). Each holder of 67 shares of Old
Common Stock received one warrant to purchase, for cash, one share of common
stock, with no fractional warrants issued. Also on that date, we issued
an aggregate of 6,500,000 shares of common stock, $0.01 par value (as adjusted
to take account of fractional interests). Common stock and warrants are quoted
on the OTC Bulletin Board under the trade symbols "THCX" and "THCXW",
respectively. The range of closing prices of the common stock is not provided,
as there has been a limited amount of trading activity in our common stock.
B. APPROXIMATE NUMBER OF EQUITY SECURITY HOLDERS
The approximate number of record holders of our common stock as of
March 11, 2002 was 304. There are also 297 warrant holders who are eligible
to convert those warrants into common stock under certain conditions. We did
not pay dividends on our common stock and we have no current plans to pay
cash dividends in the foreseeable future.
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ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA
The following table contains selected consolidated historical financial
data derived from our audited consolidated financial statements for the five
fiscal years ended December 31, 1997, 1998, 1999, 2000 and 2001. This
selected financial data should be read in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
our consolidated financial statements and related notes contained elsewhere
in this Form 10-K. The fiscal year ended December 31, 1998 is shown pro forma
for the acquisition of Sports Holdings Corp. as if the acquisition had taken
place on January 1, 1998.
FISCAL YEAR ENDED DECEMBER 31,
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PRO
FORMA
1997(1) 1998 1998(2) 1999 2000 2001
--------- --------- -------- --------- --------- ---------
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
INCOME STATEMENT DATA:
Net sales..................................... $ 123,754 $ 110,817 $183,158 $ 190,603 $ 194,463 $ 198,187
Cost of goods sold before restructuring
charges..................................... 73,775 65,026 108,637 109,778 117,221 117,916
Restructuring and unusual charges............. -- -- -- -- -- 1,198
--------- --------- -------- --------- --------- ---------
Gross profit.................................. 49,979 45,791 74,521 80,825 77,242 79,073
Selling, general and administrative expenses
before restructuring charges................ 38,237 35,272 58,484 58,990 65,080 61,148
Restructuring and unusual charges............. 6,315 1,900 -- -- -- 4,495
Amortization of excess reorganization value
and goodwill................................ 1,712 2,606 4,452 4,572 4,500 4,390
--------- --------- -------- --------- --------- ---------
Operating income.............................. 3,715 6,013 11,585 17,263 7,662 9,040
Other (income) expense, net................... 1,955 (4,588) (657) 1,736 861 1,390
Interest expense.............................. 3,922 4,108 11,400 12,025 13,599 13,643
--------- --------- -------- --------- --------- ---------
Income (loss) before income taxes and
extraordinary items......................... (2,162) 6,493 842 3,502 (6,798) (5,993)
Income taxes.................................. 4,665 4,603 2,875 5,276 1,293 3,375
--------- --------- -------- --------- --------- ---------
Net income (loss) before extraordinary
items....................................... (6,827) 1,890 (2,033) (1,774) (8,091) (9,368)
Extraordinary items -- Gain (loss) on early
extinguishment of debt, net of income
taxes....................................... 58,726 -- -- -- -- (1,091)
--------- --------- -------- --------- --------- ---------
Net income (loss)............................. 51,899 1,890 (2,033) (1,774) (8,091) (10,459)
Preferred stock dividends..................... -- 190 1,625 1,625 1,861 2,103
Accretion of 13% Pay-in-Kind preferred
stock....................................... -- 35 237 226 237 238
--------- --------- -------- --------- --------- ---------
Net income (loss) attributable to common
stockholders................................ $ 51,899 $ 1,665 $ (3,895) $ (3,625) $ (10,189) $ (12,800)
========= ========= ======== ========= ========= =========
Basic earnings (loss) per share before
extraordinary items......................... N/A $ .25 $ (0.58) $ (0.54) $ (1.53) $ (1.65)
Diluted earnings (loss) per share before
extraordinary items......................... N/A $ .25 $ (0.58) $ (0.54) $ (1.53) $ (1.65)
Basic earnings (loss) per share............... N/A $ .25 $ (0.58) $ (0.54) $ (1.53) $ (1.81)
Diluted earnings (loss) per share............. N/A $ .25 $ (0.58) $ (0.54) $ (1.53) $ (1.81)
-12-
FISCAL YEAR ENDED DECEMBER 31,
--------------------------------------------------------------------
PRO
FORMA
1997(1) 1998 1998(2) 1999 2000 2001
--------- --------- -------- --------- --------- ---------
(DOLLARS IN THOUSANDS)
BALANCE SHEET DATA (AS OF YEAR-END):
Cash and cash equivalents..................... $ 8,051 $ 2,593 $ 3,519 $ 2,423 $ 6,503
Working capital, net(3)....................... 38,100 57,128 70,952 65,443 75,685
Property, plant and equipment, net of
accumulated depreciation.................... 9,508 22,063 22,860 21,142 16,834
Total assets.................................. 118,780 207,178 209,611 195,579 199,423
Total debt.................................... 33,030 97,140 108,226 103,798 114,385
Accrued dividends payable..................... -- 190 1,815 3,676 5,779
Deferred income taxes and other long-term
liabilities................................. 1,480 182 66 495 1,128
13% Pay-in-Kind redeemable preferred
stock(4).................................... -- 10,870 11,096 11,333 11,571
Cash dividends declared per common share...... -- -- -- -- --
Total stockholders' equity.................... 68,882 69,238 63,637 52,260 42,220
OTHER FINANCIAL DATA:
EBITDA(5)..................................... $ 14,316 $ 15,893 $ 23,474 $ 27,319 $ 18,248(6) $ 25,300
EBITDA margin(5).............................. 11.6% 14.3% 12.8% 14.3% 9.4% 12.8%
NET CASH PROVIDED BY (USED IN):
Operating activities.......................... $ 18,258 $ 19,118 $ 876 $ 5,241 $ (9,122)
Investing activities.......................... 422 (66,267) (4,649) (4,799) (1,137)
Financing activities.......................... (46,010) 41,775 4,696 (1,269) 14,397
Capital expenditures.......................... 2,017 3,480 $ 5,126 4,821 3,558 1,478
------------------------------
(1) Earnings per share data is not presented for 1997 because it is not
meaningful, and 1997 pre and post re-organization results have been
combined.
(2) Effective November 19, 1998, we acquired all of the issued and outstanding
share capital of Sports Holdings Corp. The results of operations related to
the acquisition have been included as if the acquisition had taken place on
January 1, 1998.
(3) Working capital, net, is current assets excluding cash and cash equivalents
less current liabilities excluding short-term debt and the current portion
of long-term debt. It should be noted that companies calculate working
capital, net, differently and, therefore, working capital, net, as presented
for us may not be comparable to working capital, net, reported by other
companies.
(4) The 13.0% Pay-in-Kind preferred stock is subject to mandatory redemption six
months after the maturity of the Notes.
(5) EBITDA is a measure of the cash generated from operations and has been
included in the selected historical financial and operating data because
management believes that it would be a useful indicator for investors.
EBITDA is defined as earnings (net income) before interest, income and
capital taxes, depreciation and amortization, restructuring charges and
other unusual or non-recurring items. EBITDA is not a measure of performance
or financial condition under generally accepted accounting principles, but
is presented because it is a widely accepted indicator of a company's
ability to source and incur debt. EBITDA is defined in accordance with our
existing North American seasonal working capital facilities. 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 margin is EBITDA divided by
net sales.
(6) EBITDA in 2000 was negatively affected by three events that management
expects to be non-recurring: (i) the liquidation of a large amount of excess
and discontinued product at below normal prices by a competitor, resulting
in decreased demand of our products during the fourth quarter and first half
of 2001, (ii) first year expenses related to being the exclusive licensee of
NHL licensed jerseys and (iii) the discontinuation of our line of
recreational in-line skates.
-13-
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
COMPANY BACKGROUND AND 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.
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 our Consolidated Financial Statements and Notes
thereto included elsewhere herein. (All references to "Note(s)" refer to the
Notes to the Consolidated Financial Statements.) The information presented below
should be read in conjunction with the consolidated financial statements
included elsewhere in this Form 10-K.
RESULTS OF OPERATIONS
Our results of operations as a percentage of net sales for the periods
indicated were as follows:
1999 2000 2001
-------- -------- --------
%
Net sales................................................... 100.0 100.0 100.0
Cost of goods sold before restructuring..................... 57.6 60.3 59.5
Restructuring and unusual charges........................... -- -- 0.6
----- ----- -----
Gross profit................................................ 42.4 39.7 39.9
Selling, general and administrative expenses before
restructuring charges..................................... 30.9 33.5 30.9
Restructuring and unusual charges........................... -- -- 2.3
Amortization of excess reorganization value and goodwill.... 2.4 2.3 2.2
----- ----- -----
Operating income............................................ 9.1 3.9 4.6
Other expense, net.......................................... 0.9 0.4 0.7
Interest expense............................................ 6.3 7.0 6.9
----- ----- -----
Income (loss) before income taxes and extraordinary item.... 1.8 (3.5) (3.0)
Income taxes................................................ 2.8 0.7 1.7
----- ----- -----
Net loss before extraordinary item.......................... (0.9) (4.2) (4.7)
Extraordinary item--Loss on early extinguishment of debt.... -- -- 0.6
----- ----- -----
Net loss.................................................... (0.9) (4.2) (5.3)
===== ===== =====
EBITDA...................................................... 14.3 9.4 12.8
===== ===== =====
-14-
2001 COMPARED TO 2000
Net sales grew by 1.9% in 2001 to $198.2 million, from $194.5 million in
2000. The increase is due to higher apparel sales offset by reduced hockey
equipment sales, primarily inline skates and sticks. Revenues from our non-US
operations were adversely affected by currency translation adjustments due to
the depreciation of their currencies against the U.S. dollar. Equipment sales
were most affected by the foreign exchange impact as they represent over 75% of
our revenues from Canada, Sweden and Finland. Equipment sales were also
negatively affected in the first half of the year by the continued market
saturation resulting from an unusually high level of close-out goods liquidated
by a competitor in the fourth quarter of fiscal 2000.
Apparel sales were again strong with an increase of 18.1% ($9.7 million)
over 2000, due to our exclusivity in the licensed jersey market and the strong
market acceptance of our new licensed or branded activewear line.
Despite the negative effect of the depreciation of the Swedish Krona (SEK)
and Finnish Markka (FIM), we experienced continued growth of our non-hockey
product line due to improved sales of Merrell footwear that is distributed by us
in Sweden and especially Finland. Measured in the domestic currencies of those
countries, sales of Merrell footwear is up over 20% over last year.
Gross profit was $79.1 million in 2001 compared to $77.2 million in 2000, an
increase of 2.4%. Measured as a percentage of net sales, gross margin increased
to 39.9% in 2001 from 39.7% in 2000. The increase is attributable to a different
mix of products sold in the periods as well as the implementation of initiatives
to reduce manufacturing expenses, offset by $1.2 million of restructuring
charges (see Restructuring Reserves) as well as the effect of currency
fluctuations. The gross profit before these restructuring charges was 40.5% in
2001.
Selling, general & administrative expenses before restructuring charges
decreased as a percentage of sales to 30.9% of 2001 sales, from 33.5% of total
2000 sales. In dollar terms, there was a decrease to $61.1 million in 2001 from
$65.1 in 2000. This decrease is attributed to the significant rationalization of
operations and consolidation of facilities in 2001 (see Restructuring Reserves),
offset in part by the additional royalties paid to National Hockey League
Enterprises, LP and additional NHL team marketing expenses related to having the
right to produce and market authentic team jerseys for all 30 NHL teams.
Operating income for the year ended December 31, 2001 was $9.0 million
compared to $7.7 million in the year ended December 31, 2000.
Other expense consists primarily of amortization of deferred financing
costs, offset in part by currency exchange gains.
EBITDA increased by 38.6% to $25.3 million for 2001 compared to
$18.2 million 2000.
Interest expense was $13.6 million for 2001 and 2000.
Net loss before income taxes and extraordinary items was $6.0 million in
2001 versus net loss before income taxes of $6.8 million for 2000.
As a result of the substantive modification to the terms of our long term
debt in early 2001, we wrote-off $1.1 million of deferred financing costs which
is recorded as an extraordinary item.
Our net loss for the year ended December 31, 2001 was $10.5 million compared
to an $8.1 million loss for the year ended December 31, 2000.
-15-
2000 COMPARED TO 1999
Net sales grew by 2.0% in 2000 to $194.5 million, from $190.6 million in
1999. The increase is due to higher apparel sales offset by reduced hockey
equipment sales, primarily inline skates, protective equipment and sticks.
Equipment sales, especially protective equipment, were significantly lower in
the fourth quarter as the market was saturated with an unusually high level of
closeout goods liquidated by a key competitor. Revenues from our Nordic
operations were adversely affected by currency translation adjustments due to
the depreciation of their currencies (the Swedish Krona and Finnish Markka)
against the U.S. dollar. Equipment sales were most affected by the foreign
exchange impact as they represent over 70% of our revenues from Sweden and
Finland.
Apparel sales were especially strong with an increase of 24.8%
($10.6 million) over 1999, due to the strong market acceptance of our new
licensed or branded activewear line and the exit of our only remaining
competitor from the licensed jersey market. Notwithstanding our current
exclusivity in the jersey market, sales have been hampered to some degree by the
liquidation of our previous competitors' remaining inventory into the
marketplace.
Despite the negative effect of the depreciation of the Swedish Krona and
Finnish Markka, we experienced strong growth of our non-hockey product line due
to improved sales of Merrell footwear that is distributed by us in Sweden and
Finland. Measured in the domestic currencies of those countries, sales of
Merrell footwear is up almost 55% over last year.
Gross profit was $77.2 million in 2000 compared to $80.8 million in 1999, a
decrease of 4.5%. Measured as a percentage of net sales, gross margin decreased
to 39.7% in 2000 from 42.4% in 1999. The decrease is attributable to a higher
proportion of sales to key customers with corresponding increases in discounts
offered and a different mix of products sold in the periods.
Gross profit from our Nordic operations was also adversely affected by
currency translation. Finally, efforts to reduce overall inventory levels at
year-end had an adverse effect on our gross profit.
Selling, general & administrative expenses increased as a percentage of
sales to 33.5% of 2000 sales, from 30.9% of total 1999 sales. In dollar terms,
there was an increase to $65.1 million in 2000 from $59.0 in 1999. This increase
is attributed to (i) the continued investment in the promotion of our principal
brands, (ii) the additional royalties paid to National Hockey League
Enterprises, LP pursuant to a new license agreement beginning in July 2000 and
(iii) additional NHL team marketing expenses related to having the right to
produce and market authentic team jerseys for all 30 NHL teams compared to just
15 teams in the same period of 1999. These additional marketing expenses have
been incurred with a lower than anticipated sales increase due to the inventory
liquidation of our previous competitors mentioned above, and to the continued
presence in 2000 of hockey jerseys liquidated by both Pro Player and Starter.
Operating income for the year ended December 31, 2000 was $7.7 million
compared to $17.3 million in the year ended December 1999.
Interest expense was $13.6 million and $12.0 million for 2000 and 1999,
respectively.
Net loss before taxes was $6.8 million in 2000 versus net income before
taxes of $3.5 million for 1999.
Our net loss for the year ended December 31, 2000 was $8.1 million compared
to a $1.8 million loss for the year ended December 31, 1999.
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
-16-
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 their 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 in 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.
Fresh-start reporting requires us to report a provision in lieu of income
taxes when there is a book 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.
LIQUIDITY AND CAPITAL RESOURCES
Our anticipated financing requirements for long-term growth, future
capital expenditures and debt service are expected to be met through cash
generated from our operations and borrowings under our credit facilities.
Effective November 19, 1998, one of our U.S. subsidiaries, Maska U.S., Inc.,
as the borrower, and the credit parties named therein entered into a credit
agreement with the lenders referred to therein and with General Electric
Capital Corporation, as Agent and Lender. Simultaneously, one of our Canadian
subsidiaries Sport Maska Inc., as the borrower, and the credit parties named
therein entered into a credit agreement with the lenders referred to therein
and General Electric Capital Canada Inc., as Agent and Lender (together with
General Electric Capital Corporation, "GECC"). The credit agreements are
collateralized by all accounts receivable, inventories and related assets of
the borrowers and our other North American subsidiaries, and are further
collateralized by a second lien on all of our and our North American
subsidiaries' other tangible and intangible assets. The credit agreements
were amended on March 14, 2001 to reflect the amended Caisse term loans. The
maximum amount of loans and letters of credit that may be outstanding under
the two credit agreements is $60.0 million. Total borrowings outstanding
under the credit agreements were $27.8 million at December 30, 2001,
excluding $5.7 million of letters of credit outstanding. The maturity date of
the GECC credit agreements is October 17, 2002. Management believes the GECC
credit agreements can be renewed or refinanced upon maturity.
Borrowings under the U.S. credit agreement bear interest at rates between
U.S. prime plus 0.50% to 1.25% or LIBOR plus 1.75% to 2.75% depending on 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 0.75% to 1.50%, the U.S. prime rate plus 0.50% to
1.25% and the Canadian Bankers' Acceptance rate or LIBOR plus 1.75% to 2.75%
depending on The Hockey Company's Operating Cash Flow Ratio, as defined in the
agreement. In addition, we are charged a GECC monthly commitment fee at an
annual rate of 3/8 of 1% on the unused portion of the revolving credit
facilities under the credit agreements and certain other fees. The credit
agreements contain customary negative and affirmative covenants including those
relating to capital expenditures, minimum interest coverage and fixed charge
coverage. The credit agreements restrict, among other things, the ability to pay
cash dividends on the preferred shares.
-17-
On November 19, 1998, in connection with the acquisition of Sports
Holdings Corp., we entered into a credit agreement with Caisse de depot et
placement du Quebec ("Caisse")to borrow Canadian $135.8 million. The loan,
initially for a period of two years was extended and matured on March 14,
2001, on which date we entered into an Amended and Restated Credit Agreement.
This renewed Caisse loan is made up of 2 facilities (Facility 1--Canadian $90
million and Facility 2--Canadian $45.8 million). Each facility bears interest
equal to the Canadian prime rate plus 5% and Facility 2 bears additional
interest of 3.5% which is to be capitalized and repaid on the maturity of
Facility 2.
On March 8, 2002, we acquired an option from Caisse to extend the
maturity of Facility 2 plus capitalized interest to February 28, 2003 in
exchange for a nominal fee. This unconditional and irrevocable option
maintains all the terms of the Amended and Restated Credit Agreement and
expires on April 30, 2002. As a result, Facility 2 plus capitalized interest
has been classified as a non-current liability in the consolidated Balance
Sheet at December 31, 2001. We will use part of the proceeds of a debt
offering being pursued by us to repay Facility 1 and Facility 2 plus
capitalized interest entirely. If this debt offering does not close, upon
maturity of Facility 2 on February 28, 2003, we will have to seek alternative
financing sources with a third party or will be dependent on Caisse to extend
the maturity of Facility 2 or to convert the debt into common stock.
The Caisse loan is collateralized by all of our tangible and intangible
assets, subject to the prior ranking claims on accounts receivable, inventories
and related assets by GECC under the GECC U.S. and Canadian credit agreements.
The loan is guaranteed by us and certain of our subsidiaries.
The Amended and Restated Credit Agreement contains customary negative and
affirmative covenants including those relating to capital expenditures, total
indebtedness to EBITDA, minimum interest coverage and a minimum EBITDA
requirement which was met in 2001.
Effective March 18, 1999, Jofa AB, our Swedish subsidiary, 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 50 million
($4.9 million). The facility is collateralized by the assets of Jofa AB,
excluding intellectual property, bears interest at a rate of STIBOR plus 0.65%
and is renewable annually. Total borrowings as at December 31, 2000 and 2001
were nil. Effective 2002, the credit agreement was amended to increase the
maximum amount of loans and letters of credit to SEK 90 million ($8.8 million).
In addition, in May 2000, Jofa AB entered into a separate credit agreement with
Nordea Bank to borrow SEK 10 million, or approximately $1.0 million. The loan
has a term of four years with annual principal repayments of SEK 2.5 million, or
approximately $0.2 million. The loan is secured by a chattel mortgage on the
assets of Jofa AB and bears an interest rate of STIBOR plus 1.25%.
Effective July 10, 2001, KHF Finland Oy, our Finnish subsidiary, entered
into a credit agreement with Nordea Bank in Finland, replacing the former credit
facility for FIM 30 million ($4.6 million) which was terminated in 2001. The
maximum amount of loans and letters of credit that may be outstanding under the
agreement is EUR 2.4 million ($2.1 million). The facility is valid until further
notice and is collateralized by the assets of KHF Finland Oy and bears interest
at a rate of EURIBOR plus 0.9%. Total borrowings as at December 31, 2000 and
2001 were nil.
During the year ended December 31, 2001, our operations used $9.1 million of
cash compared to providing $5.2 million in 2000. We had a net loss of
$9.4 million in 2001, compared to $8.1 million in 2000. EBITDA, was
$25.3 million for the year ended December 31, 2001 compared to $18.2 million for
the previous year.
Cash used in investing activities during the year ended December 31, 2001
was $1.1 million compared to $4.8 million in 2000.
Cash provided by financing activities during 2001 was $14.4 million compared
to $1.3 million used in 2000.
-18-
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.
RESTRUCTURING RESERVES
In 2001, we embarked on a plan to rationalize our operations and consolidate
our facilities. This rationalization involved the elimination of certain
redundancies, both in terms of personnel and operations as well as the
consolidation of facilities including the closure of its Mount Forest, Ontario
plant, and our Paris, France sales office, and the consolidation of North
American distribution into Canada. Accordingly, we have set up reserves of
approximately $5.7 million for the expected cost of the restructuring. Of this
amount, approximately $4.3 million is to cover the cost of severance packages to
affected employees, with the remainder representing other closure costs. Of
these amounts, approximately $1.9 million remained unpaid at year-end.
INTANGIBLE ASSETS
We have a significant amount of intangible assets on our balance sheet. As
at December 31, 2001 we had $76.1 million (2000-$82.6 million) representing
38.1% (2000-42.2%) of total assets. This goodwill is comprised of several
components. Upon the acquisition of Sports Holdings Corp., we recognized
$53.1 million of goodwill. This amount, being the difference between the
purchase price and the amount of tangible net assets acquired, represents the
value to us of the brands acquired. Jofa, Koho, Canadien, Titan and Heaton are
world class hockey brands and management believes that there is significant
long-term earning potential to be realized from the brands. Accordingly, the
amortization of this goodwill was over 25 years.
In connection with a re-organization and fresh-start accounting, we
recognized $49.0 million of excess reorganization value, which is another
component of goodwill. This amount arose primarily as debt forgiveness in the
reorganization. It is included in goodwill because it represents among other
things the value of its CCM brand. Again management believes that significant
long-term earning potential exists and was amortizing the excess reorganization
value over 20 years.
Also included in intangible assets are the financing costs related to the
Caisse debt and the fair value of warrants issued to Caisse in 2001 to purchase
539,974 shares at $0.01 per share, which is being amortized over the life of the
debt.
SIGNIFICANT ACCOUNTING POLICIES
In the application of accounting policies, management relies on the use of
assumptions and estimates and prudent judgment. Should actual events differ
substantially from these estimates or judgments then results may also materially
differ from those reported. Apart from the policies identified above other
significant policies include:
VALUATION OF ACCOUNTS RECEIVABLE. Approximately 43% of accounts receivable
are denominated in currencies other than the US Dollar. The value of these
accounts is subject to gains and losses from exchange rate fluctuations. Also in
valuing these accounts management uses estimates as to potential default rates.
Should the default estimates change gains or losses would occur. Management
believes that it has adequate reserves in place.
VALUATION OF INVENTORY. The value of inventory is based partly on
management estimates regarding potential write-downs of excess or slow-moving
inventory and the estimated realizable value thereafter. Management believes
that the reserves in place for excess or slow moving inventory are adequate.
-19-
NEW ACCOUNTING PRONOUNCEMENTS
In June 2001, the Financial Accounting Standards Board issued Statements of
Financial Accounting Standards No. 141, BUSINESS COMBINATIONS, and No. 142,
GOODWILL AND OTHER INTANGIBLE ASSETS. Under the new rules, goodwill and
intangible assets with indefinite lives will no longer be amortized but will be
subject to annual impairment tests in accordance with the Statements. Other
intangible assets will continue to be amortized over their estimated useful
lives.
We will apply the new rules on accounting for goodwill beginning the first
quarter of 2002. We will test goodwill annually for impairment using a two-step
process prescribed in Statement 142. The first step is a screen for potential
impairment, while the second step measures the amount of the impairment, if any.
We expect to complete the required testing of indefinite lived assets as of
January 1, 2002 in the first half of 2002.
In August 2001, the Financial Accounting Standards Board issued Statements
of Financial Accounting Standards No. 144, IMPAIRMENT OR DISPOSAL OF LONG-LIVED
ASSETS. Under the new rules, assets held for sale would be recorded at the lower
of the assets' carrying amounts and fair values and would cease to be
depreciated. We believe the impact of this statement will not significantly
affect our financial position or results of operations.
EURO CONVERSION
Management currently believes that the introduction of the Euro will not
have a material impact related to pricing or foreign currency exposures. Finland
is one of the countries adopting the Euro but Sweden has not adopted the new
currency. The subsidiaries' transactions and debt are denominated in their local
currencies. We do not foresee any adverse impact resulting from the Euro
conversion, including competitive, operational or strategic implications.
SEASONALITY AND SELECTED QUARTERLY DATA
Sales of hockey equipment products are generally highly seasonal and in many
instances are dependent on weather conditions. This seasonality causes our
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 our
business requires that in anticipation of the peak selling season for our
products, we make relatively large investments in inventory. Relatively large
investments in receivables consequently exist during and after such season.
(UNAUDITED)
2000 2001
----------------------------------------- -----------------------------------------
FIRST SECOND THIRD FOURTH FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER QUARTER QUARTER QUARTER QUARTER
-------- -------- -------- -------- -------- -------- -------- --------
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
Net sales..................... $34,406 $44,614 $68,024 $47,419 $34,835 $42,252 $65,899 $55,201
Gross profit.................. 13,747 18,968 27,566 16,961 13,962 17,673 27,134 20,304
EBITDA........................ (457) 5,317 11,735 1,653 396 5,390 12,990 6,524
Income (loss) before
extraordinary item.......... (5,195) (1,324) 3,720 (5,292) (8,671) (1,696) 3,895 (2,896)
Net income (loss)............. (5,195) (1,324) 3,720 (5,292) (9,762) (1,696) 3,895 (2,896)
Basic and diluted earnings
(loss) per share............ (0.86) (0.28) 0.48 (0.80) (1.44)* (0.32) 0.46 (0.41)
------------------------
* Loss per share before extraordinary item was $1.29 (basic and diluted)
-20-
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We, in the normal course of doing business, are exposed to market risk from
changes in foreign currency exchange rates and interest rates. Our principal
currency exposures relate to the Canadian dollar and to certain European
currencies. Management's objective, regarding foreign currency risk, is to
protect cash flows resulting from sales, purchases and other costs from the
adverse impact of exchange rate movements.
Our European and Canadian subsidiaries each have operating credit facilities
denominated in their respective local currencies; these debt facilities are
hedged by the operating revenues generated in the local currencies of the
subsidiaries. Our long-term debt is denominated in Canadian dollars (Canadian
$135.8 million). Our equity investment in our Canadian subsidiary is effectively
hedged by the Canadian dollar denominated debt up to our investment in our
Canadian subsidiary. Similarly, as we hold either long-term or operating debt
facilities denominated in the currencies of our European subsidiaries, our
equity investments in those entities are hedged against foreign currency
fluctuations. We do not engage in speculative derivative activities.
We are exposed to changes in interest rates primarily as a result of our
long-term debt and 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 debts have variable interest rates and thus
a 1% variation in the interest rate will cause approximately $1.1 million
increase or decrease in interest expense.
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 Finnish Markka were to vary by 1% versus
the U.S. Dollar, the effect on sales for 2001 would have been $0.7 million, $0.2
million and $0.2 million, respectively. We also have operating expenses in each
of these currencies which would mitigate the impact of such foreign exchange
variation on cash flows from operations.
-21-
ITEMS 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
Report of Independent Auditors............................................ 23
Consolidated Balance Sheets as of December 31, 2000, and
December 31, 2001...................................................... 24
Consolidated Statements of Operations for the years ended
December 31, 1999, December 31, 2000, and December 31, 2001........... 25
Consolidated Statements of Stockholders' Equity for the years ended
December 31, 1999, December 31, 2000 and December 31, 2001............ 26
Consolidated Statements of Comprehensive Loss for the years ended
December 31, 1999, December 31, 2000 and December 31, 2001............ 27
Consolidated Statements of Cash Flows for the years ended
December 31, 1999, December 31, 2000 and December 31, 2001............ 28
Notes to Consolidated Financial Statements.............................. 29
-22-
REPORT OF INDEPENDENT AUDITORS
The Board of Directors and Stockholders
THE HOCKEY COMPANY
We have audited the accompanying consolidated balance sheets of THE HOCKEY
COMPANY as of December 31, 2000 and 2001, and the related consolidated
statements of operations, stockholders' equity, comprehensive loss and cash
flows for each year in the three year period ended December 31, 2001. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements and
schedule based on our audits.
We conducted our audits in accordance with United States generally accepted
auditing standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of The Hockey
Company at December 31, 2000 and 2001, and the consolidated results of its
operations and its cash flows for each year of the three year period ended
December 31, 2001, in conformity with United States generally accepted
accounting principles. Also, in our opinion, the related financial statement
schedule, when considered in relation to the basic consolidated financial
statements taken as a whole, present fairly in all material respects the
information set forth therein.
Montreal, Canada, /S/ ERNST & YOUNG LLP
March 8, 2002 Chartered Accountants
-23-
THE HOCKEY COMPANY
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
DECEMBER 31, DECEMBER 31,
2000 2001
------------ ------------
ASSETS (NOTE 7)
Current Assets
Cash and cash equivalents................................. $ 2,423 $ 6,503
Accounts receivable, net (See Notes 3).................... 39,376 50,551
Inventories (See Note 4).................................. 42,110 42,865
Prepaid expenses.......................................... 3,931 4,891
Income taxes and other receivables........................ 4,043 1,718
-------- --------
Total current assets...................................... 91,883 106,528
Property, plant and equipment, net of accumulated
depreciation (See Note 5)................................. 21,142 16,834
Intangible and other assets, net of accumulated amortization
(See Note 6).............................................. 82,554 76,061
-------- --------
Total assets.............................................. $195,579 $199,423
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Short-term debt (See Note 7).............................. $ 12,282 $ 27,792
Accounts payable.......................................... 7,607 7,301
Accrued liabilities....................................... 12,600 11,683
Accrued restructuring expenses (See Note 9)............... 488 1,886
Current portion of long-term debt (See Note 7)............ 264 243
Income taxes payable...................................... 3,322 3,470
-------- --------
Total current liabilities................................. 36,563 52,375
Long-term debt (See Note 7)................................. 91,252 86,350
Accrued dividends payable (see Note 8)...................... 3,676 5,779
Deferred income taxes and other long-term liabilities (See
Note 13).................................................. 495 1,128
-------- --------
Total liabilities......................................... 131,986 145,632
-------- --------
Commitments and Contingencies (See Notes 7, 11, 12 and 16)
13% Pay-in-Kind redeemable preferred stock (See Note 8)..... 11,333 11,571
Stockholders' equity:
Common stock, par value $0.01 per share, 20,000,000 shares
authorized, 6,500,549 shares issued and outstanding....... 65 65
Re-organization warrants, 300,000 issued and 299,451
outstanding (See Note 8).................................. -- --
Common stock purchase warrants, 699,101 issued and
outstanding (See Note 8).................................. 1,665 5,115
Additional paid-in capital.................................. 66,515 66,515
Deficit..................................................... (9,290) (22,090)
Accumulated other comprehensive loss........................ (6,695) (7,385)
-------- --------
Total stockholders' equity................................ 52,260 42,220
-------- --------
Total liabilities and stockholders' equity................ $195,579 $199,423
======== ========
The accompanying notes from an integral part of the financial statements.
-24-
THE HOCKEY COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31
(IN THOUSANDS, EXCEPT SHARE DATA)
1999 2000 2001
-------- -------- --------
Net Sales................................................... $190,603 $194,463 $198,187
Cost of goods sold before restructuring charges............. 109,778 117,221 117,916
Restructuring and unusual charges (See Note 9).............. -- -- 1,198
-------- -------- --------
Gross profit................................................ 80,825 77,242 79,073
Selling, general and administrative expenses................ 58,990 65,080 61,148
Restructuring and unusual charges (See Note 9).............. -- -- 4,495
Amortization of excess reorganization value and goodwill.... 4,572 4,500 4,390
-------- -------- --------
Operating income............................................ 17,263 7,662 9,040
Other expense, net.......................................... 1,736 861 1,390
Interest expense............................................ 12,025 13,599 13,643
-------- -------- --------
Income (loss) before income taxes and extraordinary item.... 3,502 (6,798) (5,993)
Income taxes (See Note 13).................................. 5,276 1,293 3,375
-------- -------- --------
Net loss before extraordinary item.......................... (1,774) (8,091) (9,368)
Extraordinary item--Loss on early extinguishment of debt,
net of income taxes....................................... -- -- 1,091
-------- -------- --------
Net loss.................................................... (1,774) (8,091) (10,459)
Preferred stock dividends................................... 1,625 1,861 2,103
Accretion of 13% Pay-in-Kind preferred stock................ 226 237 238
-------- -------- --------
Net loss attributable to common stockholders................ $ (3,625) $(10,189) $(12,800)
======== ======== ========
Basic loss per share before extraordinary item (See Note
14)....................................................... $ (0.54) $ (1.53) $ (1.65)
Diluted loss per share before extraordinary item (See Note
14)....................................................... $ (0.54) $ (1.53) $ (1.65)
Basic loss per share (See Note 14).......................... $ (0.54) $ (1.53) $ (1.81)
Diluted loss per share (See Note 14)........................ $ (0.54) $ (1.53) $ (1.81)
The accompanying notes form an integral part of the financial statements.
-25-
THE HOCKEY COMPANY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED DECEMBER 31
(IN THOUSANDS, EXCEPT SHARE DATA)
COMMON ACCUMULATED
COMMON STOCK STOCK ADDITIONAL RETAINED OTHER
--------------------- PURCHASE PAID-IN EARNINGS COMPREHENSIVE
# OF STOCK AMOUNT WARRANTS CAPITAL (DEFICIT) LOSS TOTAL
---------- -------- -------- ---------- --------- ------------- --------
Balance at December 31, 1998... 6,501 $65 $1,665 $66,515 $ 4,524 $(3,531) $ 69,238
Net loss....................... (1,774) (1,774)
Dividend on preferred stock
(See Note 8)................. (1,625) (1,625)
Accretion of 13% Pay-in-Kind
preferred stock.............. (226) (226)
Foreign currency translation
adjustment................... (1,976) (1,976)
----- --- ------ ------- -------- ------- --------
Balance at December 31, 1999... 6,501 65 1,665 66,515 899 (5,507) 63,637
Net loss....................... (8,091) (8,091)
Dividend on preferred stock
(See Note 8)................. (1,861) (1,861)
Accretion of 13% Pay-in-Kind
preferred stock.............. (237) (237)
Foreign currency translation
adjustment................... (1,188) (1,188)
----- --- ------ ------- -------- ------- --------
Balance at December 31, 2000... 6,501 65 1,665 66,515 (9,290) (6,695) 52,260
Net loss....................... (10,459) (10,459)
Dividend on preferred stock
(See Note 8)................. (2,103) (2,103)
Accretion of 13% Pay-In-Kind
preferred stock.............. (238) (238)
Issuance of Warrants (See Note
8)........................... 3,450 3,450
Foreign currency translation
adjustment................... (690) (690)
----- --- ------ ------- -------- ------- --------
Balance at December 31, 2001... 6,501 $65 $5,115 $66,515 $(22,090) $(7,385) $ 42,220
===== === ====== ======= ======== ======= ========
The accompanying notes form an integral part of the financial statements.
-26-
THE HOCKEY COMPANY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
YEARS ENDED DECEMBER 31
(IN THOUSANDS)
1999 2000 2001
-------- -------- --------
Net loss.................................................... $(1,774) $(8,091) $(10,459)
Foreign currency translation adjustments.................... (1,976) (1,188) (690)
------- ------- --------
Comprehensive loss for the year............................. $(3,750) $(9,279) $(11,149)
======= ======= ========
The accompanying notes form an integral part of the financial statements.
-27-
THE HOCKEY COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31
(IN THOUSANDS)
1999 2000 2001
-------- -------- --------
OPERATING ACTIVITIES:
Net loss before extraordinary items......................... $ (1,774) $ (8,091) $ (9,368)
Adjustments to reconcile net loss to net cash provided by
(used in) operating activities:
Restructuring charges..................................... -- -- 5,693
Depreciation and amortization............................. 10,664 11,070 11,522
Change in provisions for inventory, doubtful accounts and
other................................................... 6,352 7,815 8,427
Deferred income taxes..................................... (245) 274 20
Provision in lieu of taxes................................ 3,519 -- 1,360
(Gain) loss on disposal of property, plant & equipment.... 24 (17) (23)
(Gain) loss on foreign exchange........................... 1,475 (297) (1,598)
Change in operating assets and liabilities:
Accounts receivable....................................... (10,899) (3,036) (18,921)
Inventories............................................... (7,087) 2,843 (4,533)
Prepaid expenses.......................................... 916 (466) 2,036
Income taxes receivable................................... 249 (973) --
Other receivables......................................... 1,191 4 --
Accounts payable and accrued liabilities.................. (2,893) (4,617) (4,070)
Interest payable.......................................... (699) 404 --
Income taxes payable...................................... 174 328 333
Other..................................................... (91) -- --
-------- -------- --------
Net cash provided by (used in) operating activities..... 876 5,241 (9,122)
-------- -------- --------
INVESTING ACTIVITIES:
Deferred expenses......................................... -- (1,271) --
Purchases of property, plant & equipment.................. (4,821) (3,558) (1,478)
Proceeds from disposal of property, plant & equipment..... 172 30 341
-------- -------- --------
Net cash used in investing activities................... (4,649) (4,799) (1,137)
-------- -------- --------
FINANCING ACTIVITIES:
Net change in short-term borrowings....................... 5,428 (1,404) 16,060
Principal payments on debt................................ (300) (138) (245)
Proceeds from long-term debt.............................. -- 1,139 677
Issuance of warrants...................................... -- -- 3,450
Deferred financing costs.................................. -- (866) (5,545)
Liabilities subject to compromise......................... (432) -- --
-------- -------- --------
Net cash provided by (used in) financing activities..... 4,696 (1,269) 14,397
Effect of foreign exchange rate on cash..................... 3 (269) (58)
-------- -------- --------
Net change in cash and cash equivalents..................... 926 (1,096) 4,080
Cash and cash equivalents at beginning of year.............. 2,593 3,519 2,423
-------- -------- --------
Cash and cash equivalents at end of year.................... $ 3,519 $ 2,423 $ 6,503
-------- -------- --------
SUPPLEMENTAL INFORMATION:
Income taxes paid........................................... $ 2,714 $ 2,050 $ 2,640
Interest paid............................................... $ 12,153 $ 11,168 $ 12,167
The accompanying notes form an integral part of the financial statements.
-28-
THE HOCKEY COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE DATA)
1. DESCRIPTION OF BUSINESS
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 January 31, 1999, the Board of Directors of The Hockey Company ("THC")
unanimously adopted an amendment to the Company's Certificate of Incorporation
to change the name of the Company from SLM International Inc. to The Hockey
Company. The amendment was filed with the Secretary of the State of the State of
Delaware on February 9, 1999.
The consolidated financial statements include the accounts of THC and its
wholly-owned subsidiaries (collectively, the "Company"). The Company designs,
develops, manufactures and markets a broad range of sporting goods. The Company
manufactures hockey and hockey related products, including hockey uniforms,
hockey sticks, protective equipment, hockey, figure and inline skates as well as
street hockey products, marketed under the CCM(Registered Trademark),
KOHO(Registered Trademark), JOFA(Registered Trademark),
TITAN(Registered Trademark), CANADIEN(TM) and HEATON(Registered Trademark) brand
names. The Company sells its products worldwide to a diverse customer base
consisting of mass merchandisers, retailers, wholesalers, sporting goods shops
and international distributors. The Company manufactures and distributes most of
its products at facilities in North America, Finland and Sweden and sources
products internationally.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. BASIS OF PRESENTATION:
The preparation of financial statements in conformity with United States
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates. Certain of
the preceding years figures have been reclassified to conform to the
presentation adopted in the current year.
B. CASH EQUIVALENTS:
Cash equivalents consist of highly liquid short-term investments with
original maturities of three months or less. The Company invests excess funds in
bank term deposits, Canadian Government promissory notes and in U.S. Treasury
bills. At December 31, 2000 and 2001, the Company had no investments in bank
term deposits.
C. CONCENTRATION OF CREDIT RISK:
Financial instruments that potentially subject the Company to concentration
of credit risk consist primarily of temporary cash investments and accounts
receivable. The Company restricts its cash investments to temporary investments
in institutions with high credit standing and to short-term securities backed by
the full faith and credit of the United States and Canadian and Quebec
Governments. The Company sells its products principally to retailers and
distributors and, in accordance with industry practice, grants extended payment
terms to qualified customers. Concentration of accounts receivable credit risk
is mitigated due to the performance of credit reviews that are considered in
determining credit policies and allowances for doubtful accounts. The Company
provides allowances for expected sales returns, net of related inventory cost
recoveries, discounts, rebates and
-29-
THE HOCKEY COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT SHARE DATA)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
cooperative advertising. The Company does not collateralize its receivables,
except with respect to its debt agreements as described in Note 7 in the Notes
to Consolidated Financial Statements. As at December 31, 2000 and 2001, no
single account receivable represented more than 10% of the Company's
consolidated accounts receivable and no single customer accounted for more than
10% of the Company's consolidated net sales for each of the years in the three
year period ended December 31, 2001.
D. REVENUE RECOGNITION:
Revenue is recognized when products are shipped to customers. The Company
follows the guidance of Accounting Principles Board ("APB") Opinion no. 29,
"Accounting for non-monetary transactions." This APB provides guidance on
accounting for transactions that involve primarily an exchange of non-monetary
assets, liabilities or services. Revenues include transactions which represent
an exchange by the Company of hockey equipment and related apparel for
advertising. Revenues and expenses from these transactions are recorded at the
lower of estimated fair value of the services or the goods delivered. Revenue
and expenses recognized from the transactions were $690 in 2000 and $1,551 in
2001.
E. INVENTORIES:
Inventories are stated at the lower of cost or net realizable value for
finished products and work in process, and replacement cost for raw materials
and supplies. Cost is determined using the first-in, first-out method. The
Company provides allowances for excess, obsolete and slow moving inventories.
F. RESEARCH & DEVELOPMENT EXPENSES:
Costs for new product research and development as well as changes to
existing products are expensed as incurred and totaled $2,289, $2,259 and $1,545
for the years ended December 31, 1999, 2000, and 2001, respectively.
G. PREPAID EXPENSES:
The Company expenses advertising and promotion costs incurred when the
advertising takes place. Royalty payments are deferred to the extent that the
related sales have not yet been recorded. Such costs are included in prepaid
expenses.
H. PROPERTY, PLANT AND EQUIPMENT:
Property, plant and equipment are stated at cost. Depreciation and
amortization are provided for in amounts sufficient to relate the cost of
depreciable assets to operations over their estimated service lives using
principally the straight-line method of depreciation.
-30-
THE HOCKEY COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT SHARE DATA)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
The estimated service lives of the respective assets are as follows:
YEARS
-----
Buildings and improvements.................................. 5-40
Machinery and equipment..................................... 3-10
Tools, dies and molds....................................... 3-5
Office furniture and equipment.............................. 3-10
Accelerated methods of depreciation are used for tax reporting purposes
where required. Significant additions or major improvements are capitalized,
while normal maintenance and repair costs are expensed. When assets are sold,
retired or otherwise disposed of, the applicable costs and accumulated
depreciation are removed from the accounts, and the resulting gain or loss is
recognized.
The Company periodically reviews property, plant and equipment for
impairment whenever events or changes in circumstances indicate that the
carrying amount may not be recoverable. When such circumstances occur, the
Company estimates future cash flows expected to result from the use and eventual
disposition of the assets. If the expected future cash flows are less than the
carrying amount, the Company recognizes an impairment loss.
I. INCOME TAXES:
Deferred income taxes are recognized for the tax consequences in 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.
Income tax expense consists of both the tax payable for the period and the
change during the period in deferred tax assets and liabilities.
The Company does not provide for withholding income taxes on the
undistributed earnings of its non-U.S. subsidiaries, since such earnings are not
expected to be remitted to the Company in the foreseeable future. The Company
has provided, in its U.S. tax provision, taxes on all of the unremitted earnings
of its non-U.S. subsidiaries to December 31, 2001.
Fresh-start reporting requires the Company to report a provision in lieu of
income taxes when there is a book taxable income and utilization of a
pre-reorganization net operating loss carry-forward. This requirement applies
despite the fact that the Company's pre-reorganization net operating loss
carry-forward and other deferred tax assets would eliminate the related federal
income tax payable. The current and future year tax benefit related to the carry
forward is recorded as a reduction of reorganizational value in excess of
amounts allocable to identifiable assets until exhausted and then as a direct
increase to paid-in capital.
J. FOREIGN CURRENCY TRANSLATION:
The balance sheets of our non-U.S. subsidiaries are translated into U.S.
dollars at the exchange rates in effect at the end of each year. Revenues,
expenses and cash flows are translated at weighted average rates of exchange.
Gains or losses resulting from foreign currency transactions are included in
earnings, while those resulting from translation of financial statement balances
are shown as a separate
-31-
THE HOCKEY COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT SHARE DATA)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
component of stockholders' equity. The functional currencies of our non-U.S.
subsidiaries, which are primarily located in Canada, Finland and Sweden, are the
respective local currencies in each foreign country.
The Company's investment in the Canadian subsidiary is effectively hedged by
the Canadian dollar denominated debt up to the investment in the Canadian
subsidiary. For the year ended December 31, 2001, approximately $2,000 was
credited to accumulated other comprehensive loss as a result of the hedge
(2000--$1,400).
K. INTANGIBLE ASSETS:
Intangible assets are recorded at cost and are amortized on a straight-line
basis over 25 years. These amounts include the excess purchase price over fair
values assigned ("goodwill"), reorganizational value in excess of amounts
allocable to identifiable assets ("excess reorganizational value") (see Note 6)
and deferred financing costs (amortized over the life of the financing).
Effective January 1, 2002 goodwill will no longer be amortized but will be
tested annually for impairment.
Excess reorganizational value is amortized on a straight-line basis over
twenty years and is being reduced by the realization of deferred tax assets.
L. EARNINGS PER SHARE:
Basic earnings per share is calculated using the weighted average number of
shares of common stock outstanding during the year. Diluted earnings per share
is computed based on the average number of shares of common stock assumed to be
outstanding during each year. Common stock equivalents are included when
dilutive (see Notes 8, 14 and 15).
M. PENSION LIABILITY
The Company provides a defined-benefit pension plan covering its senior
executives. Pension benefits are based on age, years of service and compensation
rates. Pension expense was $267 in 2001, and the unfunded liability amounted to
$687 at December 31, 2001, which is included in deferred income taxes and other
long-term liabilities.
3. ACCOUNTS RECEIVABLE
Net accounts receivable include:
2000 2001
-------- --------
Allowance for doubtful accounts............................. $2,022 $2,837
Allowance for returns, discounts, rebates and cooperative
advertising............................................... 5,607 6,947
------ ------
$7,629 $9,784
====== ======
Bad debt expense for the years ended December 31, 1999, 2000, and 2001 was
$480, $670, and $1,381, respectively.
-32-
THE HOCKEY COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT SHARE DATA)
4. INVENTORIES
Inventories consist of:
2000 2001
-------- --------
Finished product............................................ $29,745 $31,892
Work in process............................................. 2,727 2,665
Raw materials and supplies.................................. 9,638 8,308
------- -------
$42,110 $42,865
======= =======
Allowances for excess, obsolete and slow moving inventories were $3,890 and
$2,568 at December 31, 2000 and 2001, respectively.
5. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consist of:
2000 2001
-------- --------
Land and improvements....................................... $ 241 $ 230
Buildings and improvements.................................. 6,901 7,149
Machinery and equipment..................................... 17,487 16,044
Tools, dies and molds....................................... 3,178 3,275
Office furniture and equipment.............................. 5,645 5,692
------- -------
33,452 32,390
Less: accumulated depreciation and amortization............. 12,310 15,556
------- -------
$21,142 $16,834
======= =======
Depreciation and amortization expense for the years ended December 31, 1999,
2000, and 2001, was $4,330, $4,502, and $4,311, respectively.
Included above are land and building in the amount of $622 held for resale,
as a result of the Company's restructuring in 2001 related to the apparel
segment which approximates fair value.
6. INTANGIBLE AND OTHER ASSETS
Net intangible and other assets consist of:
2000 2001
-------- --------
Goodwill.................................................... $46,643 $42,883
Excess reorganizational value............................... 30,052 26,367
Deferred financing costs.................................... 2,084 3,817
Other....................................................... 3,775 2,994
------- -------
$82,554 $76,061
======= =======
Amortization expense for intangible and other assets was $6,334, $6,569 and
$7,211 at December 31, 1999, 2000 and 2001, respectively.
Excess reorganizational value was reduced by $1,360 for the year ended
December 31, 2001 (2000-nil) by the realization of deferred tax assets.
-33-
THE HOCKEY COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT SHARE DATA)
7. REVOLVING CREDIT FACILITIES AND LONG-TERM DEBT
A. REVOLVING CREDIT FACILITIES:
Revolving credit facilities consist of the following:
2000 2001
-------- --------
Revolving credit facilities with General Electric Capital
Inc....................................................... $12,282 $27,792
======= =======
Effective November 19, 1998, two of our U.S. subsidiaries, Maska U.S., Inc.
and SHC Hockey Inc. entered into a credit agreement (the "U.S. Credit
Agreement") with the lenders referred to therein and with General Electric
Capital Corporation, as Agent and Lender. Simultaneously, two of the Company's
Canadian subsidiaries, Sport Maska Inc. and Tropsport Acquisitions Inc., entered
into a credit agreement (the "Canadian Credit Agreement") with the lenders
referred to therein and with General Electric Capital Canada Inc., as Agent and
Lender. The Credit Agreements are collateralized by all accounts receivable,
inventories and related assets of the borrowers and the Company's other North
American subsidiaries and are further collateralized by a second lien on all of
the Company's and the Company's North American subsidiaries' other tangible and
intangible assets.
On March 14, 2001, the Second Amendment to the U.S. Credit Agreement was
entered into by Maska U.S., Inc., as borrower, the Credit Parties, the U.S.
Lenders and General Electric Capital Corporation, as Agent and Lender.
Simultaneously, the Second Amendment to the Canadian Credit Agreement was
entered into by Sport Maska Inc., as borrower, the Credit Parties, the Canadian
Lenders and General Electric Capital Canada Inc., as Agent and Lender. On terms
and subject to the conditions of each of the Second Amendments, the Credit
Agreements were amended to reflect the Amended and Restated Credit Agreement (as
hereinafter defined). The maximum amount of loans and letters of credit that may
be outstanding under the two credit agreements is $60,000. Each of the Credit
Agreements is subject to a minimum excess requirement of $1,750 in certain
months. Total borrowings outstanding under the Credit Agreement at December 31,
2000 and December 31, 2001 were $12,282 and $27,792, respectively (excluding
outstanding letters of credit of $5,732 (2000-927)). The Credit Agreements will
mature on October 17, 2002. Management believes the Credit Agreements can be
renewed or refinanced upon maturity.
Borrowings under the U.S. Credit Agreement bear interest at rates of either
U.S. prime rate plus 0.50%-1.25% or LIBOR plus 1.75%-2.75% depending on the
Company's Operating Cash Flow Ratio, as defined in the agreement. Borrowings
under the Canadian Credit Agreement bear interest at rates of either the
Canadian prime rate plus 0.75%-1.50%, or LIBOR plus 1.75%-2.75% depending on the
Company's Operating Cash Flow Ratio, as defined in the agreement. In addition,
the borrowers are charged a monthly commitment fee at an annual rate of up to
3/8 of 1% on the unused portion of the revolving credit facilities under the
Credit Agreements and certain other fees.
The Credit Agreements contain customary negative and affirmative covenants
including those relating to capital expenditures, minimum interest coverage and
fixed charges coverage ratio. The agreement restricts, among others, the ability
to pay cash dividends on the preferred shares.
Effective March 18, 1999, Jofa AB (Jofa), a Swedish subsidiary of the
Company, entered into a credit agreement with Nordea Bank in Sweden. The maximum
amount of loans and letters of credit that may be outstanding under the
agreement is SEK 50,000 ($4,900). The facility is collateralized by the assets
of Jofa, excluding intellectual property, bears interest at a rate of STIBOR
(3.9% at
-34-
THE HOCKEY COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT SHARE DATA)
7. REVOLVING CREDIT FACILITIES AND LONG-TERM DEBT (CONTINUED)
December 31, 2001) plus 0.65% and is renewable annually. Total borrowings as at
December 31, 2000 and 2001 were nil. Effective 2002, this credit agreement was
amended to a maximum amount of loans and letters of credit of SEK 90,000
($8,800).
Effective July 10, 2001, KHF Finland Oy (KHF), a Finnish subsidiary of the
Company, entered into a credit agreement with Nordea Bank in Finland, replacing
the former credit facility for FIM 30,000 ($4,600) which was terminated during
2001. The maximum amount of loans and letters of credit that may be outstanding
under the agreement is EUR 2,400 ($2,100). The facility is collateralized by the
assets of KHF and bears interest at a rate of EURIBOR (3.3% at December 31,
2001) plus 0.9% and is renewable annually. Total borrowings as at December 31,
2000 and 2001 were nil.
The weighted average interest rate on short-term debt outstanding at
December 31, 1999, 2000 and 2001 was 8.32%, 8.49% and 6.96%, respectively.
B. LONG-TERM DEBT
Long-term debt at December 31 was as follows:
2000 2001
-------- --------
Secured loans from Caisse de depot et placement du Quebec
(Canadian $135,800)....................................... $90,521 $85,923
Other long-term debt........................................ 995 670
------- -------
91,516 86,593
Less: amounts contractually due within one year............. 264 243
------- -------
Total long-term debt, excluding current portion............. $91,252 $86,350
======= =======
SECURED LOANS
On November 19,1998, in connection with its acquisition of Sports Holdings
Corp., the Company and Sport Maska Inc. entered into a Secured Loan Agreement
with the Caisse de depot et placement du Quebec ("Caisse") to borrow a total of
Canadian $135,800. The loan was initially for a period of two years that was
extended until March 14, 2001, on which date, an Amended and Restated Credit
Agreement was entered into by the Company and Sport Maska Inc., as borrowers,
Caisse, as Agent and Lender, and Montreal Trust Company, as Paying Agent (the
"Amended and Restated Credit Agreement"). On the terms and subject to the
conditions of the Amended and Restated Credit Agreement, Facility 1 of the
Caisse Loan, which is a facility in the maximum amount of Canadian $90,000, was
extended to June 30, 2004, and Facility 2 of the Caisse Loan, which is a
facility in the maximum amount of Canadian $45,800, was extended to October 31,
2002. A repayment of Facility 1 in the minimum amount of Canadian $5,000 is due
on January 31, 2004. Facility 1 and Facility 2 have been fully utilized and no
new advances are expected to be made under the Amended and Restated Credit
Agreement. Each facility bears interest equal to the Canadian prime rate plus
5%, and Facility 2 bears additional interest of 3.5% which is to be capitalized
and repaid on Facility 2 maturity. At December 31, 2001, Facility 2 included
$654 (2000-nil) of capitalized interest. The loan is collateralized by all of
the tangible and intangible assets of the Company subject to the prior ranking
claims on accounts receivable and inventories by the lenders under the Company's
revolving credit facilities. The loan is guaranteed by the Company and certain
of its subsidiaries.
-35-
THE HOCKEY COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT SHARE DATA)
7. REVOLVING CREDIT FACILITIES AND LONG-TERM DEBT (CONTINUED)
The loan contains customary negative and affirmative covenants including
those relating to capital expenditures, total indebtedness to EBITDA and minimum
interest coverage, and a minimum EBITDA requirement which was met in 2001. The
agreement restricts, among others, the ability to pay cash dividends on the
preferred shares.
On March 8, 2002, the Company acquired an option from the lender to extend
the maturity of Facility 2 plus capitalized interest to February 28, 2003 in
exchange for a nominal fee. The unconditional and irrevocable option maintains
all the terms of the Amended and Restated Credit Agreement and expires on
April 30, 2002. As a result, Facility 2 plus capitalized interest has been
classified as a non-current liability in the consolidated Balance Sheet at
December 31, 2001. Management is proceeding with a debt offering which is
intended to repay Facility 1 and Facility 2 plus capitalized interest entirely.
If the debt offering does not close, upon maturity of Facility 2 on
February 28, 2003, the Company will have to seek alternative financing sources
with a third party or will be dependent on the lender to extend the maturity of
Facility 2 or to convert the debt into common stock of the Company.
In May 2000, Jofa AB, a subsidiary of the Company, entered into a loan
agreement with Nordea Bank Sweden to borrow SEK 10,000 ($973). The loan is for
4 years with annual principal repayments of SEK 2,500 ($243). The loan is
secured by a chattel mortgage on the assets of the subsidiary and bears an
interest rate of STIBOR plus 1.25%.
Based on the borrowing rates currently available to the Company for bank
loans and other financing with similar terms, the Company estimated that the
fair value of its short-term debt and long-term debt at December 31, 2000 and
2001 was equivalent to the carrying values in the financial statements. These
values represent a general approximation of possible value and may never be
realized.
8. COMMON STOCK, WARRANTS AND PREFERRED STOCK
The Company has authorized 20,000,0000 shares of common stock of which of
6,500,549 are issued and outstanding.
Pursuant to the Warrant Agreement, dated as of March 14, 2001, between the
Company and Caisse, the Company issued a warrant to Caisse to purchase 539, 974
shares of common stock, par value $.01 per share, of the Company, representing
approximately 7.5% of the outstanding common stock, on a fully diluted basis, at
an exercise price of $.01 per share. The number of shares issuable upon exercise
of the warrants is subject to certain adjustments as provided in the Warrant
Agreement. The fair value of the warrants was determined to be $3,450 and has
been recorded in Stockholders' equity as stock purchase warrants. In addition,
the Company also issued warrants to Caisse to acquire 409,653 shares of common
stock, par value $0.01 per share, which are only exercisable by Caisse if
Facility 2 is not repaid in cash by October 31, 2002.
On April 11, 1997, in connection with a re-organization, THC's old common
stock was extinguished and the holders received a total of 300,000 five-year
warrants to purchase an aggregate of 300,000 shares of common stock at an
exercise price of $16.92 per share (subject to adjustments for stock splits,
stock dividends, recapitalizations and similar transactions). Each holder of 67
shares of old
-36-
THE HOCKEY COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT SHARE DATA)
8. COMMON STOCK, WARRANTS AND PREFERRED STOCK (CONTINUED)
common stock can receive one warrant to purchase, for cash, one share of common
stock, with no fractional warrants issued.
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 of the Company at
a purchase price of $0.01 per share, for cash consideration of $12,500 (par
value). The fair value of the warrants was determined to be $1,665 and has been
recorded in Stockholder's equity as common stock purchase warrants. The balance
of the proceeds, $10,835, has been recorded as 13% Pay-In-Kind preferred stock.
The difference between the redemption value of the preferred stock and the
recorded amount is being accreted on a straight-line basis over the seven-year
period ending November 19, 2005, by a charge to retained earnings.
Dividends, which are payable semi-annually from November 19, 1998, may be
paid in cash or in shares of the 13% Pay-In-Kind preferred stock, at the
Company's option. The preferred stock is non-voting. If the Company fails to
redeem the preferred stock on or before the mandatory redemption date and for a
sixty day period or more after being notified of its failure to redeem the
preferred stock, then the preferred stockholders, as a class of stockholders,
have the option to elect one director to our Board of Directors with the
provision that the preferred stockholders are to elect 28% of the Company's
directors. In connection with the debt offering as described in Note 7, the
Company has obtained an agreement from the holder to extend the redemption of
the preferred stock to six months beyond the maturity of the notes, conditional
upon closing of the debt offering. At December 31, 2001 unpaid dividends of
$5,779 (2000-$3,676) have been accrued on the preferred stock and are included
as long-term liabilities, given the restrictions of our Credit Agreements and
accordingly prior year's amounts have been reclassified.
The preferred stock is redeemable. However, under the terms of the Company's
debt covenants the preferred stock may not be redeemed while its debt is
outstanding.
The preferred stock must be redeemed by the Company upon a change of control
or by the mandatory redemption date.
9. RESTRUCTURING AND UNUSUAL CHARGES
In 2001, the Company embarked on a plan to rationalize its operations and
consolidate its facilities. This rationalization involved the elimination of
certain redundancies, both in terms of personnel and operations as well as the
consolidation of facilities including the closure of the Mount Forest, Ontario
plant, and the Paris, France sales office, and the consolidation of North
American distribution into Canada. Approximately 380 employees were affected, of
which 240 were from the apparel segment. Accordingly, the Company has set up
reserves of approximately $5,700 for the expected cost of the restructuring. Of
this amount, approximately $4,300 is to cover the cost of severance packages to
affected employees, with the remainder representing other closure costs. Of
these amounts, approximately $1,900 remained unpaid at year-end.
-37-
THE HOCKEY COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT SHARE DATA)
10. RELATED PARTY TRANSACTIONS
In 2001, the Company was charged a management fee of $100 by Wellspring
Capital Management LLC, the controlling shareholder, and, in 2000, a fee of $180
for services performed in connection with the extension of the Caisse loan.
11. LEASES
Certain of our subsidiaries lease office and warehouse facilities and
equipment under operating lease agreements. Some lease agreements provide for
annual rent increases based upon certain factors including the Consumer Price
Index.
The following is a schedule of future minimum lease payments under
non-cancelable operating leases with initial terms in excess of one year at
December 31, 2001:
2002........................................................ $2,994
2003........................................................ 2,559
2004........................................................ 2,188
2005........................................................ 514
2006 and beyond............................................. 1,294
------
$9,549
======
Rental expense for the years ended December 31, 1999, 2000 and 2001 was
approximately $3,293, $3,376 and $3,068, respectively.
12. ROYALTIES AND ENDORSEMENTS
Certain of the Company's subsidiaries have 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 certain professional players and teams an
endorsement fee 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.
2002........................................................ $12,924
2003........................................................ 11,985
2004........................................................ 11,816
2005........................................................ 5,908
2006 and beyond............................................. 38
-------
$42,671
=======
Royalty and endorsement expenses for the years ended December 31, 1999, 2000
and 2001 were $7,436, $10,461 and $11,914, respectively. In the 2001-2002
license year, if the earned royalties are less than 50% of the minimum royalties
in force for that year ($6,900) then a penalty of $1,000 must be paid to
National Hockey League Enterprises.
-38-
THE HOCKEY COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT SHARE DATA)
13. INCOME TAXES
The components of income taxes are:
1999 2000 2001
-------- -------- --------
Current:................................................. U.S. $ 468 $ 229 $ 80
Non-U.S. 1,534 790 1,915
------ ------ ------
2,002 1,019 1,995
Deferred:................................................ U.S. (352) -- --
Non-U.S. 107 274 20
------ ------ ------
(245) 274 20
Provision in Lieu of Taxes:.............................. U.S. 3,201 -- 1,360
Non-U.S. 318 -- --
------ ------ ------
3,519 -- 1,360
------ ------ ------
$5,276 $1,293 $3,375
====== ====== ======
The Company's effective income tax rate from continuing operations differed
from the federal statutory rate as follows:
1999 2000 2001
-------- -------- --------
Income taxes based on U.S. federal tax rate................. 34% 34% 34%
Non-U.S. and state tax rates................................ (4)% 1% 4%
Valuation allowance......................................... (52)% (7)% (21)%
Goodwill amortization....................................... 48% (27)% (29)%
Deemed dividend under subpart F, net of foreign tax
credit.................................................... 112% (16)% (36)%
Other, net.................................................. 12% (4)% (8)%
------ ------ ------
Effective income tax rate................................... 150% (19)% (56)%
====== ====== ======
The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and liabilities at December 31, 2000 and
2001 are as follows:
2000 2001
------------------- -------------------
U.S. NON-U.S. U.S. NON-U.S.
-------- -------- -------- --------
Accounts receivable, principally due to an allowance for
doubtful accounts...................................... $ 1,461 $ -- $ 3,013 $ --
Inventories, principally due to additional costs
inventoried for tax purposes........................... 390 -- 661 --
Accrued interest and royalties........................... 2,355 -- 2,355 --
Other, net............................................... 109 -- 100 --
------- ------- ------- -------
4,315 -- 6,129 --
Valuation Allowance...................................... (4,315) -- (6,129) --
------- ------- ------- -------
Total current deferred tax assets (liabilities).......... $ -- $ -- $ -- $ --
======= ======= ======= =======
-39-
THE HOCKEY COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT SHARE DATA)
13. INCOME TAXES (CONTINUED)
2000 2001
------------------- -------------------
U.S. NON-U.S. U.S. NON-U.S.
-------- -------- -------- --------
Net operating loss and investment tax credit
carry-forwards......................................... $20,556 $ 438 $19,689 $ 756
Plant, equipment and depreciation........................ (81) (2,422) (65) (2,375)
Restructuring accruals................................... -- 677 -- 275
Other, net............................................... -- 1,250 -- 1,659
------- ------- ------- -------
20,475 (57) 19,624 315
Valuation allowance...................................... (20,475) (438) (19,624) (756)
------- ------- ------- -------
Total non-current deferred tax assets (liabilities)...... $ -- $ (495) $ -- $ (441)
======= ======= ======= =======
Realization of deferred tax assets is dependent on future earnings, the
timing and amounts of which are uncertain. Accordingly, the net deferred tax
assets have been fully offset by a valuation allowance. The valuation allowance
increased by $1,281 (2000- increased by $464) during the year.
Fresh-start reporting requires the Company to report a provision in lieu of
income taxes when there is a book taxable income and utilization of a
pre-reorganization net operating loss carry-forward. This requirement applies
despite the fact that the Company's pre-reorganization net operating loss
carry-forward and other deferred tax assets would eliminate the related federal
income tax payable. The current and future year tax benefit related to the
carry-forward is recorded as a reduction of reorganizational value in excess of
amounts allocable to identifiable assets until exhausted and then as a direct
increase to paid in capital. The amount of income tax provision which has been
used to reduce the reorganizational value in excess of amounts allocable to
identifiable assets has been reflected as a provision in lieu of income taxes in
the Company's Consolidated Statements of Operations.
At December 31, 2001, the Company has net operating loss carry-forwards
related to U.S. operations for income tax purposes of approximately $49,000
($54,100 in 2000). The carry-forward balances begin to expire in 2010 and have
been fully reserved by a valuation allowance. Of this valuation allowance,
$18,227 would reduce intangible and other assets if reversed. The Company's
ability to use remaining loss carry-forwards is limited in use on an annual
basis as a result of a change in control of the Company on April 11, 1997 in
connection with the Reorganization Plan and its acquisition of SHC in 1998.
The Company has post-reorganization foreign tax credit carryover in the
amount of $8,400, which will begin to expire December 31, 2005.
There are no undistributed earnings from continuing operations of
subsidiaries outside the U.S., for which no provision for U.S. taxes has been
made.
-40-
THE HOCKEY COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT SHARE DATA)
14. EARNINGS PER SHARE
1999 2000 2001
----------------------- ----------------------- -----------------------
BASIC DILUTED BASIC DILUTED BASIC DILUTED
---------- ---------- ---------- ---------- ---------- ----------
Net loss before extraordinary
item attributable to common
stockholders................ $ (3,625) $ (3,625) $ (10,189) $ (10,189) $ (11,709) $ (11,709)
Net loss attributable to
common stockholders......... $ (3,625) $ (3,625) $ (10,189) $ (10,189) $ (12,800) $ (12,800)
Weighted average common and
common equivalent shares
outstanding:
Common stock.................. 6,500,549 6,500,549 6,500,549 6,500,549 6,500,549 6,500,549
Common equivalent shares(a)... 158,977 193,741 158,930 158,930 585,530 585,530
Total weighted average common
and common equivalent shares
outstanding................. 6,659,526 6,694,290 6,659,479 6,659,479 7,086,079 7,086,079
Net loss before extraordinary
item per common share(b).... $ (0.54) $ (0.54) $ (1.53) $ (1.53) $ (1.65) $ (1.65)
Net loss per common
share(b).................... $ (0.54) $ (0.54) $ (1.53) $ (1.53) $ (1.81) $ (1.81)
------------------------
(a) Common equivalent shares include warrants and stock options issuable for
little or no cash consideration.
(b) Other warrants and stock options are considered in diluted earnings per
share when dilutive. The Company used the average book value of its common
stock in calculating the common equivalent shares as required by statement
of Financial Accounting Standards No. 128 due to the fact that the Company's
stock had extremely limited trading volume during the period.
(c) Options to purchase 1,322,222 shares of common stock and warrants to
purchase 299,451 shares of common stock were outstanding during 2001
(982,222 and 299,451 in 2000 respectively) but were not included in the
computation of diluted earnings per share because the options exercise price
was greater than the average book value of the common stock.
15. STOCK OPTION PLAN
During 2001, 440,000 additional stock options were granted at an exercise
price of $8.50 per share. In addition, the Company has approved the reduction of
the exercise price per share of stock options held by certain employees relating
to 160,000 shares at prices of $10.00 to $14.00 to $8.50, of which 150,000
shares are subject to options held by executive officers. Prior to 2001, the
Company granted stock options to purchase 982,222 shares of Common Stock in the
Company at a weighted average exercise price of $11.64 to certain key employees.
The exercise prices of the stock options are not less than the estimated fair
market value of the shares at the time the options were granted. Generally,
-41-
THE HOCKEY COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT SHARE DATA)
15. STOCK OPTION PLAN (CONTINUED)
these stock options become exercisable over a five-year vesting period and
expire 10 years from the date of the grant. Options granted for the Common Stock
are as follows:
SHARES EXERCISE PRICE
--------- -------------------
December 31, 2000........................................... 982,222 $10.00--16.00
Options Granted............................................. 440,000 $8.50
Options Canceled............................................ 100,000 $10.00--14.00
Options Exercised........................................... --
---------
December 31, 2001........................................... 1,322,222
=========
The following table summarizes information about stock options outstanding
at December 31, 2001.
OUTSTANDING EXERCISABLE
-------------------------------------- -------------------
AVERAGE AVERAGE
EXERCISE EXERCISE
EXERCISE PRICE RANGE SHARES AVERAGE LIFE(A) PRICE SHARES PRICE
-------------------- --------- --------------- -------- -------- --------
$8.50--$9.99............................... 600,000 10 $ 8.50 175,000 $ 8.50
$10.00--11.99.............................. 361,112 5 $10.00 361,112 $10.00
$12.00--14.99.............................. 216,666 5 $13.00 216,666 $13.00
Over $15.00................................ 144,444 5 $15.50 144,444 $15.50
---------------------------------------------------------------------------------------------------------
Total...................................... 1,322,222 7.3 $10.41 897,222 $11.32
=========================================================================================================
------------------------
(a) Average contractual life remaining in years.
The Company applies APB Opinion No. 25 and related Interpretations in
accounting for stock options. Accordingly, no compensation cost has been
recognized. Had compensation cost for the stock options been determined based on
the fair value at the grant dates for awards, consistent with the alternative
method set forth under Statement of Financial Accounting Standards No. 123
("SFAS 123"), Accounting for Stock-Based Compensation, there would have been no
change in the Company's net loss and net loss per share. 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.
16. CONTINGENCIES
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.
17. SEGMENT INFORMATION
REPORTABLE SEGMENTS
The Company has two reportable segments: Equipment and Apparel. The
Equipment segment derives its revenue from the sale of skates, including ice
hockey, roller hockey and figure skates, as well as protective hockey equipment
and sticks for both players and goaltenders. The Apparel segment derives its
revenue from the sale of hockey apparel, such as authentic and replica hockey
jerseys, as well as a high quality line of licensed and branded apparel,
baseball style caps and jackets.
-42-
THE HOCKEY COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT SHARE DATA)
17. SEGMENT INFORMATION (CONTINUED)
MEASUREMENT OF SEGMENT PROFIT OR LOSS AND SEGMENT ASSETS
The accounting policies of the segments are the same as those described in
the summary of significant accounting policies. The Company evaluates
performance based on gross profit. Segment assets include only inventory.
INFORMATION ABOUT SEGMENT PROFIT OR LOSS AND SEGMENT ASSETS
For the year ended and as at December 31, 1999:
EQUIPMENT APPAREL SEGMENT TOTALS
---------------------------------------------------------------------------------------------------
Net Sales................................................... $147,852 $42,751 $190,603
Gross profit................................................ 61,679 19,146 80,825
Inventory................................................... 35,752 13,203 48,955
---------------------------------------------------------------------------------------------------
For the year ended and as at December 31, 2000:
EQUIPMENT APPAREL SEGMENT TOTALS
---------------------------------------------------------------------------------------------------
Net Sales................................................... $141,102 $53,361 $194,463
Gross profit................................................ 55,645 21,597 77,242
Inventory................................................... 28,653 13,457 42,110
---------------------------------------------------------------------------------------------------
For the year ended and as at December 31, 2001:
EQUIPMENT APPAREL SEGMENT TOTALS
---------------------------------------------------------------------------------------------------
Net Sales................................................... $135,160 $63,027 $198,187
Gross profit................................................ 52,997 26,076 79,073
Inventory................................................... 25,750 17,115 42,865
---------------------------------------------------------------------------------------------------
RECONCILIATION OF SEGMENT PROFIT OR LOSS AND SEGMENT ASSETS FOR THE YEARS ENDED
DECEMBER 31:
SEGMENT PROFIT OR LOSS 1999 2000 2001
--------------------------------------------------------------------------------------------
Gross Profit................................................ $80,825 $77,242 $79,073
Unallocated amounts:
Selling, general and administrative expenses.............. 58,990 65,080 61,148
Restructuring and unusual charges......................... -- -- 4,495
Amortization of excess re-organizational value and
goodwill................................................ 4,572 4,500 4,390
Other expense, net........................................ 1,736 861 1,390
Interest expense.......................................... 12,025 13,599 13,643
--------------------------------------------------------------------------------------------
INCOME (LOSS) BEFORE INCOME TAXES AND EXTRAORDINARY
ITEM.................................................... $ 3,502 $(6,798) $(5,993)
--------------------------------------------------------------------------------------------
-43-
THE HOCKEY COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT SHARE DATA)
17. SEGMENT INFORMATION (CONTINUED)
SEGMENT ASSETS 1999 2000 2001
--------------------------------------------------------------------------------------------
Total assets for reportable segments........................ $ 48,955 $ 42,110 $ 42,865
Unallocated amounts:
Cash...................................................... 3,519 2,423 6,503
Account receivable........................................ 42,998 39,376 50,551
Prepaid expenses.......................................... 2,622 3,931 4,891
Income taxes and other receivables........................ 2,963 4,043 1,718
Property, plant and equipment, net........................ 22,860 21,142 16,834
Intangible and other assets, net.......................... 85,694 82,554 76,061
--------------------------------------------------------------------------------------------
TOTAL ASSETS................................................ $209,611 $195,579 $199,423
--------------------------------------------------------------------------------------------
GEOGRAPHIC INFORMATION
NET SALES 1999 2000 2001
--------------------------------------------------------------------------------------------
United States............................................... $ 79,230 $ 85,952 $ 89,069
Canada...................................................... 65,299 65,411 62,903
Sweden...................................................... 20,791 20,273 20,593
Finland and other........................................... 25,283 25,827 25,622
--------------------------------------------------------------------------------------------
TOTAL NET SALES............................................. $190,603 $194,463 $198,187
--------------------------------------------------------------------------------------------
18. NEW ACCOUNTING PRONOUNCEMENTS
In June 2001, the Financial Accounting Standards Board issued Statements of
Financial Accounting Standards No. 141, BUSINESS COMBINATIONS, and No. 142,
GOODWILL AND OTHER INTANGIBLE ASSETS. Under the new rules, goodwill and
intangible assets with indefinite lives will no longer be amortized but will be
subject to annual impairment tests in accordance with the Statements. Other
intangible assets will continue to be amortized over their estimated useful
lives.
The Company will apply the new rules on accounting for goodwill beginning
the first quarter of 2002. The Company will test goodwill annually for
impairment using a two-step process prescribed in Statement 142. The first step
is a screen for potential impairment, while the second step measures the amount
of the impairment, if any. The Company expects to complete the required testing
of indefinite lived assets as of January 1, 2002 in the first half of 2002.
In August 2001, the Financial Accounting Standards Board issued Statements
of Financial Accounting Standards No. 144, IMPAIRMENT OR DISPOSAL OF LONG-LIVED
ASSETS. Under the new rules, assets held for sale would be recorded at the lower
of the assets' carrying amounts and fair values and would cease to be
depreciated. The Company believes the impact of this statement will not
significantly affect its financial position or results of operations.
-44-
Schedule II
THE HOCKEY COMPANY
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
Years ended December 31, 1999, 2000 and 2001
(In thousands)
BALANCE AT CHARGED TO BALANCE AT
DECEMBER 31, COSTS AND TRANSLATION DECEMBER 31,
DESCRIPTION 1998 EXPENSES ADJUSTMENTS DEDUCTIONS 1999
--------------------------------------------------------------------------------------------------------
Allowance for doubtful accounts $2,444 421 100 (728) (A) $2,237
Allowance for returns, discounts,
rebates and cooperative advertising $5,384 4,758 188 (4,789) (B) $5,541
Allowance for excess, obsolete and
slow moving inventories $3,150 1,173 88 (2,042) $2,369
--------------------------------------------------------------------------------------------------------
BALANCE AT CHARGED TO BALANCE AT
DECEMBER 31, COSTS AND TRANSLATION DECEMBER 31,
DESCRIPTION 1999 EXPENSES ADJUSTMENTS DEDUCTIONS 2000
-----------------------------------------------------------------------------------------------------------
Allowance for doubtful accounts $2,237 556 (28) (743) (A) $2,022
Allowance for returns, discounts,
rebates and cooperative advertising $5,541 4,957 (131) (4,760) (B) $5,607
Allowance for excess, obsolete and
slow moving inventories $2,369 2,302 (55) (726) $3,890
-----------------------------------------------------------------------------------------------------------
BALANCE AT CHARGED TO BALANCE AT
DECEMBER 31, COSTS AND TRANSLATION DECEMBER 31,
DESCRIPTION 2000 EXPENSES ADJUSTMENTS DEDUCTIONS 2001
-----------------------------------------------------------------------------------------------------------
Allowance for doubtful accounts $2,022 1,381 (55) (511) (A) $2,837
Allowance for returns, discounts,
rebates and cooperative advertising $5,607 5,804 (211) (4,253) (B) $6,947
Allowance for excess, obsolete and
slow moving inventories $3,890 1,242 (111) (2,453) $2,568
-----------------------------------------------------------------------------------------------------------
(A) Accounts written off as non-collectible, net of recoveries
(B) Deductions taken by customers.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
NAME AGE POSITION
-------------------- --- ---------------------------------------------------
Greg S. Feldman 45 Chairman of the Board
Matthew H. O'Toole 39 Chief Executive Officer, President and Director
Robert A. Desrosiers 52 Chief Financial Officer and Vice President, Finance
and Administration
Johnny Martinsson 58 Senior Vice President, European Division
John Pagotto 47 Vice President, Equipment Division
Len Rhodes 38 Vice President, Global Marketing
Raymond Riccio 34 Vice President, Apparel Division
David Terreri 48 Vice President, Distribution and Customer Service
Phil Bakes 56 Director
Michel Baril 47 Director
Paul M. Chute 47 Director
Jason B. Fortin 31 Director
James C. Pendergast 45 Director
Roger Samson 60 Director
GREG S. FELDMAN became a Director in July 1998 and Chairman of the
Board in November 2001. Mr. Feldman is co-founder and has been the Managing
Partner of Wellspring Capital Management LLC since its inception in January
1995. Wellspring is a New York based private equity firm. Mr. Feldman is a
director of six private companies controlled by Wellspring.
MATTHEW H. O'TOOLE was appointed President in January 2001, became a
Director in May 2001, and was named Chief Executive Officer, effective as of
September 2001. Mr. O'Toole is an 18-year veteran of the sporting goods industry
joining us in May 1999 as Senior Vice President, Sales and Marketing. Prior to
that he served one year as Vice President of Sales and Marketing for Teardrop
Golf Company. From 1994 to 1998, he served as vice president of sales for Tommy
Armour Golf Company (a subsidiary of US Industries). Before that he spent ten
years in marketing and sales management at Wilson Sporting Goods Company. In
December 2000, twenty-one(21) months after Mr. O'Toole's departure from Teardrop
Golf Company, Teardrop Golf Company filed a voluntary petition for bankruptcy
protection.
ROBERT A. DESROSIERS became Vice President, Finance and Administration,
in May 2001, upon joining us, and Chief Financial Officer in January 2002. Mr.
Desrosiers is a Chartered Accountant and experienced finance executive with over
thirty years experience in both the public and private sectors. For the 15 years
prior to joining us, Mr. Desrosiers was Vice President, Finance and
Administration, at Bauer Nike Hockey Inc.
JOHNNY MARTINSSON became Senior Vice President, European Division, in
1998, upon joining us in connection with the acquisition of Sports Holdings
Corp. In 1997, Mr. Martinsson was appointed Senior Vice President - Europe for
Sports Holdings Corp. From 1988 until 1997 Mr. Martinsson was President of Jofa,
a division of Karhu Canada Hockey. Mr. Martinsson originally joined Jofa in 1970
as a product manager.
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JOHN PAGOTTO became Vice President, Equipment Division, in July 2001,
upon joining us. Previously, Mr. Pagotto served one year as Vice President,
Brand Management, at Bauer Nike Hockey Inc. Mr. Pagotto has a 22-year career in
the hockey industry and, prior to joining Bauer Nike Hockey Inc., was Vice
President and General Manager of the Karhu Hockey Division, Sports Holdings
Corp.
LEN RHODES became Vice President, Global Marketing, in January 2001,
having joined us in September 1999 as Director of Marketing. Prior to that he
spent 11 years at Molson Breweries in various sales and marketing positions
eventually becoming a brand manager.
RAYMOND RICCIO became Vice President, Apparel Division, in February
2002, having joined us in August 1999. Mr. Riccio previously served with Starter
Corporation for 8 years, where his experience included National Account Manager,
Regional Sales Manager and National Sales Manager of Key Accounts.
DAVID TERRERI became Vice President, Distribution and Customer Service,
in January 1997. Mr. Terreri was employed by Canstar Sports Inc. (c/k/a Bauer
Nike Hockey Inc.) from June 1978 to January 1997 eventually rising to Vice
President, Distribution & Logistics.
PHIL BAKES became a Director in October 1999. Mr. Bakes is the Chairman
and Chief Executive Officer of FAR&WIDE Travel Corp., a leading value-added
travel tour operator, which he founded in 1997. Previously, Mr. Bakes was
president of Sojourn Enterprises, Inc., a Miami advisory and merchant banking
firm he founded in 1990.
MICHEL BARIL became a Director in September 2001, as a designee of
Caisse. Mr. Baril has been President and Chief Operating Officer of Bombardier
Recreational Products since February 2001. From May 2000 until February 2001, he
was Executive Vice-President of Bombardier Transportation, responsible for all
aspects of Bombardier Transportation operations worldwide. Between September
1998 and May 2000, he was Executive Vice-President, Operations, of Bombardier
Aerospace, overseeing all manufacturing and procurement activities for the
Canadair, de Havilland, Learjet and Shorts entities. From June 1996 until
September 1998, he was President of the Mass Transit Division, overseeing all of
the Transportation Group's activities in Canada and the United States.
PAUL M. CHUTE became a Director in April 1997. Since January 1995, Mr.
Chute has served as a Managing Director of Phoenix Investment Partners Ltd., an
investment advisor to its affiliate, Phoenix Life Insurance Company. He was a
Managing Director of Phoenix Life Insurance Company from January 1992 to
December 1994.
JASON B. FORTIN became a Director in January 1999. Mr. Fortin is a
principal of Wellspring and has been employed by them since March 1995. From
1992 until 1995, Mr. Fortin was in the corporate finance department of
Donaldson, Lufkin & Jenrette Securities Corporation.
JAMES C. PENDERGAST became a Director in April 1997. Since July 1993,
Mr. Pendergast has been a Managing Director of Alliance Corporate Finance Group
Inc., an investment advisor to its affiliate, The Equitable Life Assurance
Society of the United States. From July 1986 until July 1993, he was employed by
Equitable Capital Management Corp., a subsidiary of Equitable.
ROGER SAMSON became a Director in May 2001, as a designee of Caisse.
Mr. Samson has been an independent consultant since 1999 and serves on a number
of Boards of Directors. From 1997 to 1999 he was President of Sico Coatings, an
affiliate of Sico Inc., a paint manufacturer.
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BOARD OF DIRECTORS
Our Board of Directors has responsibility for establishing broad
corporate policies and for overseeing our performance, although it is not
involved in day-to-day operations. Members of the Board are kept informed of
our business by various reports and documents sent on a regular basis as well
as by operating and financial reports presented at Board and various
Committee meetings. The Board of Directors held 5 meetings during 2001.
The Board has authorized an audit committee and a compensation
committee. All of the members of the audit committee and the compensation
committee are independent directors who are not employees of us
or any of our subsidiaries.
Directors do not receive any compensation for services rendered in
their capacity as such; however, they do receive reimbursement of reasonable
out-of-pocket expenses in respect of attendance at meetings.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under Section 16(a) of the Securities Exchange Act of 1934, our
directors, executive officers and holders of more than 10% of our common
stock are required to report their initial ownership of our equity securities
and any subsequent changes in that ownership to the Securities and Exchange
Commission ("SEC"). Specific due dates for these reports have been
established, and we are required to disclose any failure to file by these
dates with respect to 2001. Based on representations of our directors and
executive officers and copies of the reports they have filed with the SEC,
there were no late reports filed for 2001.
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ITEM 11. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following Summary Compensation Table sets forth certain
information for the year ended December 31, 2001 concerning the cash and
non-cash compensation earned by or awarded to the Chairman of the Board and
our four other most highly compensated executive officers as of December 31,
2001 and as of the date hereof:
ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------------------------ -----------------------
OTHER ANNUAL STOCK ALL OTHER
NAME AND POSITION YEAR SALARY BONUS COMPENSATION(1) OPTIONS COMPENSATION
----------------- ---- ------ ----- --------------- ------- ------------
Gerald B. Wasserman(2)...... 2001 $351,885 $ -- $ -- -- $ --
Chairman of the Board 2000 350,000 -- -- -- --
1999 350,000 -- -- -- --
Greg S. Feldman(2).......... 2001 -- -- -- -- --
Chairman of the Board 2000 -- -- -- -- --
1999 -- -- -- -- --
Matthew H. O'Toole(3)....... 2001 192,308 127,151 -- 150,000 --
President and Chief 2000 151,670 60,668 -- -- --
Executive Officer 1999 85,542 -- -- 25,000 --
Robert A. Desrosiers(4)..... 2001 88,119 47,470 -- 35,000 --
Chief Financial Officer and 2000 -- -- -- -- --
Vice President, Finance and 1999 -- -- -- -- --
Administration
John Pagotto(4)............. 2001 66,568 39,558 -- 35,000 --
Vice President, Equipment 2000 -- -- -- -- --
Division 1999 -- -- -- -- --
David Terreri............... 2001 203,855 68,495 -- -- --
Vice President, Distribution 2000 203,855 -- -- -- --
and Customer Service 1999 183,855 -- -- -- --
----------
(1) Includes all other annual compensation not properly categorized as salary
or bonus. Certain perquisites that do not exceed 10% of the named
individuals' salary are excluded.
(2) Mr. Wasserman resigned effective September 1, 2001 and was replaced by
Mr. Greg S. Feldman as Chairman of the Board. Mr. Feldman is not
remunerated for this position.
(3) Mr. O'Toole earned an annualized salary of Canadian $300,000 in 2001 and
will earn an annualized salary of Canadian $380,000 in 2002.
(4) Mr. Desrosiers and Mr. Pagotto earned annualized salaries of Canadian
$225,000.
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STOCK OPTIONS AND STOCK APPRECIATION RIGHTS
The following tables set forth certain information concerning the
granting of options to purchase shares of our common stock to each of our
executive officers named in the Summary Compensation Table above, as well as
certain information concerning the exercise and value of such stock options
for each of the individuals. Options generally become exercisable over
periods of five years and, subject to certain exceptions, expire no later
than ten years from the date of grant.
STOCK OPTIONS GRANTED IN 2001
On September 26, 2001, we authorized the grant of
employee stock options to purchase 440,000 shares of common stock at an exercise
price of $8.50 per share, of which 220,000 are allocated to named executive
officers. In addition, we have approved the reduction of the exercise price per
share of stock options held by certain employees relating to 160,000 shares at
prices ranging from $10.00 to $14.00 to $8.50, of which 75,000 shares are
subject to options held by named executives.
OPTIONS EXERCISED IN 2001 AND VALUE OF OPTIONS AT DECEMBER 31, 2001
SHARES
ACQUIRED VALUE NUMBER OF UNEXERCISED VALUE OF UNEXERCISED IN-THE-
NAME ON EXERCISE RECEIVED OPTIONS HELD AT YEAR END MONEY OPTIONS AT YEAR END
---- ----------- -------- ------------------------------- -------------------------------
EXERCISABLE NOT EXERCISABLE EXERCISABLE NOT EXERCISABLE
----------- --------------- ----------- ---------------
Gerald B. Wasserman -- -- 722,222 -- N/A N/A
Matthew H. O'Toole -- -- 40,000 135,000 N/A N/A
Robert A. Desrosiers -- -- 7,000 28,000 N/A N/A
John Pagotto -- -- 7,000 28,000 N/A N/A
David Terreri -- -- 40,000 10,000 N/A N/A
The value of unexercised in-the-money options at year end has not
been determined due to the extremely limited amount of trading activity in
our common stock.
EMPLOYMENT CONTRACTS
Effective September 1, 1996, we entered into a five year employment
agreement with Gerald B. Wasserman employing him as President and Chief
Executive Officer. In addition to a salary, Mr. Wasserman was granted options to
purchase an aggregate of 722,222 shares of our common stock and, of such
options, options to purchase 650,000 shares were granted in 1996. An option,
with respect to 361,111 of such shares, was granted at exercise prices ranging
from $12.00 per share through $16.00 per share. Subject to the provisions of the
employment agreement related to early terminations, the options have a term of
ten years from the date of grant and vest in five equal annual installments
beginning on September 1, 1997. As of November 23, 2001, our Board of Directors
accepted the resignation of Mr. Wasserman as Chairman of the Board. Under the
Separation Agreement and Release Agreement entered into with Mr. Wasserman, Mr.
Wasserman will continue to receive salary through
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March 31, 2002, as well as certain fringe benefits. In addition, Mr. Wasserman
will be entitled to all 722,222 options which have vested as of such date.
Effective January 1, 2001, and further amended on September 26, 2001 to
reflect his position as Chief Executive Officer, we entered into an employment
agreement with Matthew H. O'Toole, as President and Chief Executive Officer. Mr.
O'Toole receives annual compensation of Canadian $380,000, subject to review
annually, and is eligible to receive a bonus calculated in accordance with a
formula based on our EBITDA up to 75% of then-current salary or, if 110% above
budgeted EBITDA is achieved, a larger percentage at the discretion of our board
of directors. Mr. O'Toole has also been granted stock options to purchase
175,000 shares of our common stock at an exercise price of $8.50 per share, of
which options to purchase 25, 000 shares were repriced from $14.00 per share.
These options have a term of ten years and vest ratably over five years with all
options fully vested upon a change of control and ratably upon a termination of
Mr. O'Toole's employment without "cause". Additionally upon a change of control,
Mr. O'Toole is entitled to a "success fee" of two times then-current base salary
less the current cash value (per share less the exercise price per share
multiplied by the number of shares vested) of all vested stock options. Upon
notice of termination of employment by us, Mr. O'Toole will be entitled to
receive as severance one year's salary.
Effective May 22, 2001, we entered into an employment contract with
Robert A. Desrosiers, as Vice President, Finance and Administration. He was
named Chief Financial Officer as of January 2002, with no change in employment
terms. Mr. Desrosiers receives annual compensation of Canadian $232,000, subject
to annual review. Mr. Desrosiers is also eligible to participate in our bonus
plan up to a maximum of 40% of then current salary. Mr. Desrosiers has been
granted stock options to purchase 35,000 shares of our common stock at an
exercise price of $8.50 per share. These options have a term of ten years, vest
ratably over five years commencing on December 31, 2001 and vest upon change in
control and ratably upon a termination of Mr. Desrosiers' employment without
"cause". Upon notice of termination of employment by us, Mr. Desrosiers will be
entitled to receive as severance twelve months' salary and benefits.
Effective January 1, 1999, as amended September 12, 2001, we entered
into an employment contract with Johnny Martinsson, as Senior Vice President,
European Division. He currently earns a base salary of SEK 1,000,000 per year,
subject to annual review. Mr. Martinsson is also eligible to participate in our
bonus plan up to a maximum of 40% of then current salary. Mr. Martinsson has
been granted stock options to purchase 35,000 shares of our common stock at an
exercise price of $8.50 per share, of which options to purchase 25, 000 shares
were repriced from $14.00 per share. These options have a term of ten years,
vest ratably over five years commencing on December 31, 1999 and vest upon
change in control and ratably upon a termination of Mr. Martinsson's employment
without "cause". Upon notice of termination of employment by us, Mr. Martinsson
will be entitled to receive as severance twelve months' salary and benefits.
Effective July 16, 2001, we entered into an employment agreement with
John Pagotto, as Vice President, Equipment Division. Mr. Pagotto receives annual
compensation of Canadian $232,000, subject to annual review. Mr. Pagotto is also
eligible to participate in our bonus plan up to a maximum of 40% of then current
salary. Mr. Pagotto has been granted stock options to purchase 35,000 shares of
our common stock at an exercise price of $8.50 per share. These options have a
term of ten years, vest ratably over five years commencing on December 31, 2001
and vest upon change in control and ratably upon a termination of Mr. Pagotto's
employment without "cause". Upon notice of termination of employment by us, Mr.
Pagotto will be entitled to receive as severance twelve months' salary and
benefits.
Effective June 18, 2001, we entered into an employment agreement
with Len Rhodes, as Vice President, Global Marketing. Mr. Rhodes receives
annual compensation of Canadian $154,500, subject to annual review. Mr.
Rhodes is also eligible to participate in our bonus plan up to a maximum of
40% of then current salary. Mr. Rhodes
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has been granted stock options to purchase 25,000 shares of our common stock
at an exercise price of $8.50 per share. These options have a term of ten
years, vest ratably over five years commencing on December 31, 2001 and vest
upon change in control and ratably upon a termination of Mr. Rhodes'
employment without "cause". Upon notice of termination of employment by us,
Mr. Rhodes will be entitled to receive as severance twelve months' salary and
benefits.
Effective August 16, 1999, as amended February 28, 2001 to extend the
term to February 28, 2003, we entered into an employment agreement with Raymond
Riccio, as Vice President, Apparel Division. The agreement may be renewed by us
with 6 months' prior notice. Mr. Riccio receives annual compensation of
$160,000, subject to annual review. Mr. Riccio is also eligible to participate
in our bonus plan up to a maximum of 40% of then current salary. Mr. Riccio has
been granted stock options to purchase 25,000 shares of our common stock at an
exercise price of $8.50 per share. These options have a term of ten years, vest
ratably over five years and vest upon change in control and ratably upon a
termination of Mr. Riccio's employment without "cause". Upon notice of
termination of employment by us, Mr. Riccio will be entitled to receive as
severance the greater of six months' salary or the number of months remaining
during the term of the agreement which terminates February 28, 2003.
Effective January 9, 1997, David Terreri was appointed Vice President,
Distribution and Customer Service. He earns a base salary of $203,855 per year,
subject to annual review. Mr. Terreri is also eligible to participate in our
bonus plan up to a maximum of 40% of then-current salary with a bonus of 20% of
Mr. Terreri's salary guaranteed in the first year of his employment. Mr. Terreri
has been granted stock options to purchase 50,000 shares of our common stock at
an exercise price of $8.50 per share, which were repriced from $10.00 per share.
These options have a term of ten years, vest ratably over five years and vest
immediately upon a change of control and ratably upon a termination of Mr.
Terreri's employment without "cause". Upon three months' notice of termination
of employment by us Mr. Terreri will be entitled to receive as severance six
months' salary per year of service in the first year of service and twelve
months' salary per year of service with us thereafter up to a maximum of fifteen
months.
RETIREMENT AND LONG-TERM INCENTIVE PLANS
During 1998 we introduced a contributory defined contribution plan
(the "Pension Plan"). Our executive officers entered into supplementary
executive retirement agreements ("SERP"). The SERP benefit equals 2% of base
earnings at retirement times years of service minus the pension provided by
our Pension Plan. These SERPs are unfunded. During the year ended December
31, 2001, an expense was $267,000 was recorded by us. The balance of the
unfunded liability was $687,000 as at December 31, 2001
We also maintain a defined contribution plan for certain of our
employees, under which we make a contribution of up to $5,600. Matching
contributions in 2001 were $20,200 (2000- $41,600).
PERFORMANCE GRAPH
Normally, we would present a graph comparing the cumulative total
stockholder return on our common stock with that of the NASDAQ Composite
Index for U.S. companies and the Dow Jones Recreation Products Group that is
comprised of toy, entertainment, sporting goods, recreation and leisure
product companies. However, on April 11, 1997, as a result of our
reorganization, all outstanding shares of the Old Common Stock were converted
into warrants to purchase shares of our common stock.
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In addition, since April 11, 1997 there has been extremely limited trading
volume of our common stock. Therefore, a performance graph is not
presented as it would not be meaningful.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding
beneficial ownership of our common stock as of February 1, 2002, with respect
to (a) each person known to be the beneficial owner of more than 5% of the
outstanding shares of common stock, (b) our directors, (c) our executive
officers and (d) all of our executive officers and directors as a group.
(Except as indicated in the footnotes to the table, all such shares of common
stock are owned with sole voting power and investment power.)
NO. OF SHARES
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED(1) % OF CLASS
------------------------ --------------------- ----------
PRINCIPAL STOCKHOLDERS
WS Acquisition LLC(2) ............................ 3,412,949 56.0%
The Equitable Life Assurance Society of the United
States(3) ........................................ 1,253,684 21.0%
Gerald B. Wasserman(4) ........................... 722,222 10.8%
Phoenix Life Insurance Company(5) ................ 517,322 8.4%
Caisse de depot et placement du Quebec(6) ........ 539,974 8.3%
The Northwestern Mutual Life Insurance Company(7) 394,015 6.6%
DIRECTORS
Phil Bakes(8) .................................... --
Michel Baril(9) .................................. --
Paul Chute(5) .................................... --
Greg S. Feldman(2) ............................... --
Jason B. Fortin(2) ............................... --
James C. Pendergast(3) ........................... --
Roger Samson(10) ................................. --
EXECUTIVE OFFICERS
Matthew O'Toole(11) .............................. 40,000 *
Robert A. Desrosiers(11) ......................... 7,000 *
John Pagotto(11) ................................. 7,000 *
Len Rhodes(11) ................................... 5,000 *
Raymond Riccio(11) ............................... 5,000 *
David Terreri(11) ................................ 50,000 *
Johnny Martinsson(12) ............................ 21,000 *
ALL EXECUTIVE OFFICERS AND DIRECTORS AS A GROUP
(14 PERSONS) ................................... 135,000 2.2%
----------
* Less than 1%
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1. Beneficial ownership excludes 538,517 shares of our common stock that
have not yet been allocated pursuant to the reorganization plan in
connection with our bankruptcy. These shares will either be issued to
the holders of certain unsecured claims or issued to holders of our
outstanding shares of common stock.
2. The address of these owners is 620 Fifth Avenue, New York, New York
10020. WS Acquisition LLC's beneficial ownership includes 7,947 shares
indirectly owned through its affiliate, Wellspring Capital Management
LLC, and 115,135 shares covered by warrants exercisable within 60 days
of February 1, 2002. Greg S. Feldman is the Managing Member of WS
Acquisition LLC. Mr. Feldman disclaims beneficial ownership of the
3,412,949 shares held by WS Acquisition LLC. Jason Fortin's beneficial
ownership excludes those shares. Mr. Fortin is a principal of
Wellspring Capital Management LLC, an affiliate of WS Acquisition LLC.
3. The address of these owners is 1290 Avenue of the Americas, New York,
New York 10104. James C. Pendergast disclaims beneficial ownership of
the 1,253,684 shares owned by The Equitable Life Assurance Society of
the United States. Mr. Pendergast is a Managing Director of Alliance
Corporate Finance Group Inc., an affiliate of the Equitable Life
Assurance Society of the United States.
4. The address of this owner is 3610 Serra Road, Malibu, California 90265.
Gerald Wasserman's beneficial ownership consists of 722,222 shares
covered by options exercisable within 60 days of February 1, 2002.
5. The address of these owners is 1 American Row, Hartford, Connecticut
06115. Phoenix Life Insurance Company's beneficial ownership includes
159,127 shares covered by warrants exercisable within 60 days of
February 1, 2002. Paul M. Chute disclaims beneficial ownership of the
517,322 shares beneficially owned by Phoenix Life Insurance Company.
Mr. Chute is a Managing Director of Phoenix Investment Partners Ltd.,
an affiliate of Phoenix Life Insurance Company.
6. The address of this owner is 2001 McGill College, 6th Floor, Montreal,
Quebec, Canada H3A 1G1. This owner's beneficial ownership consists
entirely of shares covered by warrants exercisable within 60 days of
February 1, 2002.
7. The address of this owner is 720 East Wisconsin Avenue, Milwaukee,
Wisconsin 53202.
8. The address of this owner is 80 S.W. 8th Street, Miami, FL 33130-3047.
9. The address of this owner is c/o Bombardier, Produits Recreatifs, 1061,
rue Parent, St-Bruno, Quebec, Canada J3V 6P1.
10. The address of this owner is 14 Place le Marronnier, St. Lambert,
Quebec, Canada J45 1Z7.
11. The address of these owners is c/o The Hockey Company, 3500 Boulevard
de Maisonneuve, Montreal, Quebec, Canada H3Z 3C1, unless otherwise
indicated. Each of these owner's beneficial ownership consists entirely
of shares covered by options exercisable within 60 days of February 1,
2002.
12. The address of this owner is c/o Jofa AB, S-782 22 Malung, Sweden. This
owner's beneficial ownership consists entirely of shares covered by
options exercisable within 60 days of February 1, 2002.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In 2001, we were charged a management fee of $100,000 by
Wellspring Capital Management LLC, an affiliate of the controlling stockholder.
In 2000, we were charged a management fee of $180,000 by Wellspring Capital
Management LLC for services performed in connection with the extensions of the
Caisse loan.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)(1)Financial Statements required by Item 14 are included and indexed in Part
II, Item 8.
(a)(2)The financial statement schedules filed as part of this report include
the following:
SCHEDULE PAGE
-------- ----
II Valuation and Qualifying Accounts and Reserves 45
(a)(3)The following is a list of all Exhibits filed as part of this Report:
EXHIBIT NO. DESCRIPTION
----------- -----------
2.1 First Amended Joint Chapter 11 Plan (as modified), dated
November 12, 1996, filed with the United States Bankruptcy
Court for the District of Delaware. Filed as Exhibit 1 to the
Company's Current Report on Form 8-K dated December 6, 1996,
incorporated herein by reference.
2.2 First Modification, dated January 15, 1997, to First Amended
Joint Chapter 11 Plan. Filed as Exhibit 2.2 to the Company's
Annual Report on Form 10-K for the year ended December 31,
1996 and incorporated herein by reference.
2.3 Second Modification, dated January 23, 1997, to First Amended
Joint Chapter 11 Plan (as modified), dated November 12, 1996.
Filed as Exhibit 2.3 to the Company's Annual Report on Form
10-K for the year ended December 31, 1996 and incorporated
herein by reference.
2.4 Third Modification, dated March 14, 1997, to First Amended
Joint Chapter 11 Plan (as modified), dated November 12, 1996.
Filed as Exhibit 2.4 to the Company's Annual Report on Form
10-K for the year ended December 31, 1996 and incorporated
herein by reference.
3.1 Amended and Restated Certificate of Incorporation of the
Company dated March 31, 1997. Filed as Exhibit 3.1 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1996 and incorporated herein by reference.
3.2 Amended and Restated By-Laws of the Company. Filed as Exhibit
3.2 to the Company's Annual Report on Form 10-K for the year
ended December 31, 1996 and incorporated herein by reference.
3.3 Certificate of Amendment to Certificate of Incorporation and
Certificate of Designation, dated November 19, 1998. Filed as
Exhibit 3.3 to the Company's Annual Report on Form 10-K for
the year ended December 31, 2000 and incorporated herein by
reference.
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3.4 Certificate of Amendment to Certificate of Incorporation,
dated February 1, 2000. Filed as Exhibit 3.4 to the Company's
Annual Report on Form 10-K for the year ended December 31,
2000 and incorporated herein by reference.
3.5 Certificate of Amendment to Certificate of Incorporation,
dated March 14, 2001. Filed as Exhibit 3.5 to the Company's
Annual Report on Form 10-K for the year ended December 31,
2000 and incorporated herein by reference.
10.1 Cash Option Agreement, dated January 6, 1997 between the
Company and Wellspring Associates LLC. Filed as Exhibit 10.1
to the Company's Annual Report on Form 10-K/A for the year
ended December 31, 1996 and incorporated herein by reference.
10.2 Amendment to Cash Option Agreement, dated April 8, 1997,
between the Company and Wellspring Associates LLC. Filed as
Exhibit 10.2 to the Company's Annual Report on Form 10-K for
the year ended December 31, 1996 and incorporated herein by
reference.
10.3 Stockholders Agreement, dated as of April 11, 1997, between
the Company and the persons set forth on Schedule A thereto.
Filed as Exhibit 10.3 to the Company's Annual Report on Form
10-K for the year ended December 31, 1996 and incorporated
herein by reference.
10.4 Warrant Agreement, dated as of April 11, 1997, between the
Company and American Stock Transfer & Trust Company, as
Warrant Agent. Filed as Exhibit 10.4 to the Company's Annual
Report on Form 10-K for the year ended December 31, 1996 and
incorporated herein by reference.
10.5 Retail License Agreement, dated March 8, 1995, between Maska
U.S., Inc. and NHL Enterprises Inc. Filed as Exhibit 10.30 to
the Company's Annual Report on Form 10-K for the year ended
December 31, 1994 and incorporated herein by reference.
10.6 Retail License Agreement, dated March 8, 1995, between Sport
Maska Inc. and NHL Enterprises Canada Inc. Filed as Exhibit
10.31 to the Company's Annual Report on Form 10-K for the year
ended December 31, 1994 and incorporated herein by reference.
10.7 Retail License Agreement, dated October 6, 1995, between NHL
Enterprises and Maska U.S., Inc. Filed as Exhibit 10.31 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1995 and incorporated herein by reference.
10.8 Retail License Agreement, dated October 6, 1995, between NHL
Enterprises and Sport Maska Inc. Filed as Exhibit 10.32 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1995 and incorporated herein by reference.
10.9 Deed of Lease, dated April 11, 1997, between ZMD Sports
Investments Inc. and Sport Maska Inc. Filed as Exhibit 10.38
to the Company's Annual Report on Form 10-K/A for the year
ended December 31, 1996 and incorporated herein by reference.
10.10 Deed of Lease, dated April 11, 1997, between ZMD Sports
Investments Inc. and Sport Maska Inc. Filed as Exhibit 10.40
to the Company's Annual Report on Form 10-K/A for the year
ended December 31, 1996 and incorporated herein by reference.
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10.11 Deed of Lease, dated April 11, 1997, between ZMD Sports
Investments Inc. and Sport Maska Inc. Filed as Exhibit 10.41
to the Company's Annual Report on Form 10-K/A for the year
ended December 31, 1996 and incorporated herein by reference.
10.12 Deed of Lease, dated April 11, 1997 between 2938201 Canada
Inc. and Sport Maska Inc. Filed as Exhibit 10.42 to the
Company's Annual Report on Form 10-K/A for the year ended
December 31, 1996 and incorporated herein by reference.
10.13 Settlement Agreement, dated November 21, 1995, among the
Company, certain subsidiaries, the Buddy L Creditors Committee
and certain Lenders. Filed as Exhibit 10.40 to the Company's
Annual Report on Form 10-K for the year ended December 31,
1995 and incorporated herein by reference.
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10.14 Form of U.S. Debenture Delivery Agreement, dated as of April
1, 1997. Filed as Exhibit 10.44 to the Company's Annual Report
on Form 10-K/A for the year ended December 31, 1996 and
incorporated herein by reference.
10.15 License and sponsorship agreement, dated September 25, 1998,
among NHL Enterprises, L.P., NHL Enterprises Canada, L.P., NHL
Enterprises B.V., Sport Maska Inc. and Maska U.S. Inc. Filed
as Exhibit 10.15 to the Company's Annual Report on Form 10-K
for the year ended December 31, 2000 and incorporated herein
by reference.
10.16 Amendment to license agreement dated October 27, 1998, among
NHL Enterprises, L.P., NHL Enterprises Canada, L.P., NHL
Enterprises B.V., Sport Maska, Inc. and Maska U.S., Inc. Filed
as Exhibit 10.16 to the Company's Annual Report on Form 10-K
for the year ended December 31, 2000 and incorporated herein
by reference.
10.17 Amended and Restated Credit Agreement, dated as of March 14,
2001, among the Company and Sport Maska Inc., as borrowers,
Caisse de depot et placement du Quebec, as Agent and Lender,
and Montreal Trust Company, as Paying Agent. Filed as Exhibit
10.1 to the Company's Current Report on Form 8-K dated March
26, 2001, incorporated herein by reference.
10.18 Warrant Agreement, dated as of March 14, 2001, between the
Company and Caisse de depot et placement du Quebec. Filed as
Exhibit 10.2 to the Company's Current Report on Form 8-K dated
March 26, 2001, incorporated herein by reference
10.19 Agreement, dated as of March 14, 2001, among Caisse de depot
et placement du Quebec, the Company, WS Acquisition LLC and
certain other stockholders of the Company. Filed as Exhibit
10.3 to the Company's Current Report on Form 8-K dated March
26, 2001, incorporated herein by reference.
10.20 Agreement, dated as of March 14, 2001, among Caisse de depot
et placement du Quebec, WS Acquisition LLC and the Company,
filed as Exhibit 10.4 to the Company's Current Report on Form
8-K dated March 26, 2001, incorporated herein by reference.
10.21 Registration Rights Agreement, dated as of March 14, 2001,
between the Company and Caisse de depot et placement du
Quebec, filed as Exhibit 10.5 to the Company's Current Report
on Form 8-K dated March 26, 2001, incorporated herein by
reference.
10.22 Second Amendment to Credit Agreement, dated as of March 14,
2001, among Maska U.S., Inc., as the borrower, the Credit
Parties, the Lenders and General Electric Capital Corporation,
as Agent and Lender, filed as Exhibit 10.6 to the Company's
Current Report on Form 8-K dated March 26, 2001, incorporated
herein by referenced.
10.23 Second Amendment to Credit Agreement, dated as of March 14,
2001, among Sport Maska Inc., as borrower, the Credit Parties,
the Lenders and General Electric Capital Canada Inc., as Agent
and Lender, filed as Exhibit 10.7 to the Company's Current
Report on Form 8-K dated March 26, 2001, incorporated herein
by referenced.
21 List of the Company's subsidiaries. (Filed herewith.)
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(b) Reports on Form 8-K.
On December 4, 2001 the Company filed a Current Report on Form 8-K with
respect to the resignation of Gerald B. Wasserman as Chairman and Director, and
the appointment of Greg S. Feldman as Chairman and Matthew H. O'Toole as Chief
Executive Officer.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of
1934, the Registrant has duly caused this Form 10-K to be signed on its behalf
by the undersigned, thereunto duly authorized, on the 12th day of March, 2002.
THE HOCKEY COMPANY
By: /s/ Robert A. Desrosiers
----------------------------------------------
Name: Robert A. Desrosiers
Title: Chief Financial Officer and
Vice-President, Finance and Administration
Pursuant to the requirements of the Securities Act of 1934, this Form 10-K has
been signed by the following persons in the capacities and on the dates
indicated. Each person whose signature to this Form 10-K appears below hereby
appoints Robert A. Desrosiers as his attorney-in-fact to sign on his behalf
individually and in the capacity stated below and to file all amendments and
post-effective amendments to this Form 10-K, and any and all instruments or
documents filed as part of or in connection with this Form 10-K or the
amendments thereto, and any such attorney-in-fact may make such changes and
additions in this Form 10-K as such attorney-in-fact may deem necessary or
appropriate.
Signature Title Date
--------- ----- ----
/s/ Greg S. Feldman Chairman of the Board March 12, 2002
-------------------------
Greg S. Feldman
/s/ Matthew H. O'Toole Chief Executive Officer, March 12, 2002
------------------------- President and Director
Matthew H. O'Toole
Director
-------------------------
Phil Bakes
/s/ Michel Baril Director March 12, 2002
------------------------
Michel Baril
/s/ Paul M. Chute Director March 12, 2002
-------------------------
Paul M. Chute
/s/ Jason B. Fortin Director March 12, 2002
-------------------------
Jason B. Fortin
/s/ James C. Pendergast Director March 12, 2002
-------------------------
James C. Pendergast
/s/ Roger Samson Director March 12, 2002
------------------------
Roger Samson
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