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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2002
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 0-19596
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THE HOCKEY COMPANY
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(Exact name of registrant as specified in its charter)
Delaware 13-36-32297
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
3500, Boul. de Maisonneuve, Suite 800, Montreal, Quebec, Canada H3Z 3C1
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (514) 932-1118
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Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO
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APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15 (d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under the plan
confirmed by the court .
YES X NO
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APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Class Outstanding at May 1, 2002
Common Stock, 7,040,523
$.01 par value
PAGE NO.
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Part I Financial Information
--------------------------------
Item 1. Financial Statements
Unaudited and Audited Consolidated Balance Sheets at
March 31, 2002 and December 31, 2001 1
Unaudited Consolidated Statements of Operations for
the Three Months ended March 31, 2002 and for the
Three Months ended March 31, 2001 2
Unaudited Consolidated Statements of Comprehensive
Loss for the Three Months ended March 31, 2002 and for
the Three Months ended March 31, 2001 3
Unaudited Consolidated Statements of Cash Flows for
the Three Months Ended March 31, 2002 and for the
Three Months ended March 31, 2001 4
Notes to Unaudited Consolidated Financial Statements 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 12
Item 3. Quantitative and Qualitative Disclosures about Market Risk 15
Part II Other Information
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Item 1. Legal Proceedings 17
Item 2. Changes in Securities 17
Item 3. Defaults Upon Senior Securities 17
Item 4. Submission of Matters to a Vote of Security Holders 17
Item 5. Other Information 17
Item 6. Exhibits and Reports on Form 8-K 17
THE HOCKEY COMPANY
CONSOLIDATED BALANCE SHEETS
(In thousands)
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
Audited Unaudited
Dec. 31, 2001 Mar. 31, 2002
-----------------------------------
ASSETS
Current assets
Cash and cash equivalents $ 6,503 $ 4,385
Accounts receivable, net 50,551 37,578
Inventories (Note 2) 42,865 45,645
Prepaid expenses and other receivables 4,891 4,940
Income taxes receivable 1,718 1,727
-----------------------------------
Total current assets 106,528 94,275
Property, plant and equipment, net of accumulated depreciation
($15,556 and $16,175, respectively) 16,834 16,083
Goodwill and excess re-organization intangible, net of accumulated
amortization (Note 3) 69,250 69,117
Other assets 6,811 6,107
-----------------------------------
Total assets $199,423 $185,582
===================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Short-term borrowings (Note 4) $ 27,792 $ 21,209
Accounts payable and accrued liabilities 20,870 18,076
Income taxes payable 3,470 3,050
Current portion of long term debt (Note 4) 243 241
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Total current liabilities 52,375 42,576
Long-term debt (Note 4) 86,350 86,606
Accrued dividends payable (Note 5) 5,779 6,373
Deferred income taxes and other long-term liabilities 1,128 495
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Total liabilities 145,632 136,050
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Contingencies (Note 7)
13% Pay-In-Kind preferred stock (Note 5) 11,571 11,630
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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
(Note 5) - -
Common stock purchase warrants, 699,101 issued and outstanding
(Note 5) 5,115 5,115
Additional paid-in capital 66,515 66,515
Deficit (22,090) (25,737)
Accumulated other comprehensive loss (7,385) (8,056)
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Total stockholders' equity 42,220 37,902
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Total liabilities and stockholders' equity $199,423 $185,582
===================================
The accompanying notes are an integral part of the unaudited
consolidated financial statements.
1
THE HOCKEY COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(In thousands, except share data)
For the Three For the Three
Months ended Months ended
Mar. 31, 2001 Mar. 31, 2002
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Net sales $ 34,835 $34,161
Cost of goods sold before restructuring charges 20,873 19,364
Restructuring and unusual charges (Note 9) 901 -
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Gross profit 13,061 14,797
Selling, general and administrative expenses 14,921 14,486
Restructuring and unusual charges (Note 9) 2,005 -
Amortization of excess reorganization value and goodwill 1,105 -
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Operating income (loss) (4,970) 311
Other expense, net 576 543
Interest expense 2,991 2,656
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Loss before income taxes and extraordinary item (8,537) (2,888)
Income taxes 134 106
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Loss before extraordinary item (8,671) (2,994)
Extraordinary item
Loss on early extinguishing of debt, net of income
taxes 1,091 -
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Net loss (9,762) (2,994)
Preferred stock dividends 526 594
Accretion of 13% Pay-In-Kind preferred stock 59 59
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Net loss attributable to common shareholders $(10,347) $(3,647)
=============================
Basic and diluted loss per share before extraordinary item (See
Note 6) $ (1.37) $ (0.51)
Basic and diluted loss per share (See Note 6) $ (1.53) $ (0.51)
Adjusted loss before extraordinary item and amortization of excess
reorganization value and goodwill (7,566) (2,994)
Adjusted loss before amortization of excess reorganization value
and goodwill (8,657) (2,994)
Adjusted loss per share before extraordinary item and amortization
of excess reorganization value and goodwill (1.12) (0.51)
Adjusted loss per share before amortization of excess
reorganization value and goodwill (1.28) (0.51)
The accompanying notes are an integral part of the unaudited
consolidated financial statements.
2
THE HOCKEY COMPANY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(UNAUDITED)
(In thousands)
For the Three For the Three
Months ended Months ended
Mar. 31, 2001 Mar. 31, 2002
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Net loss $ (9,762) $(2,994)
Foreign currency translation adjustments (823) (671)
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Net comprehensive loss $(10,585) $(3,665)
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The accompanying notes are an integral part of the unaudited
consolidated financial statements.
3
THE HOCKEY COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In thousands)
For the Three For the Three
Months ended Months ended
Mar. 31, 2001 Mar. 31, 2002
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OPERATING ACTIVITIES:
Net loss before extraordinary item $(8,671) $(2,994)
Adjustments to reconcile net loss to net cash provided by (used
in) operating activities:
Restructuring charges 2,906 -
Depreciation and amortization 3,290 1,479
Deferred income taxes 121 (407)
Gain on disposal of fixed assets (6) -
Gain on foreign exchange (488) (19)
Change in operating assets and liabilities:
Accounts receivable 9,259 12,922
Inventories (5,864) (2,920)
Prepaid expenses and other receivables (502) 192
Accounts payable and accrued liabilities (9,058) (3,107)
Income taxes payable (935) (416)
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Net cash provided by (used in) operating activities (9,948) 4,730
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INVESTING ACTIVITIES:
Deferred expense 268 34
Purchases of fixed assets (543) (242)
Proceeds from sales of fixed assets 8 -
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Net cash used in investing activities (267) (208)
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FINANCING ACTIVITIES:
Net change in short-term borrowings 10,468 (6,585)
Deferred financing costs (5,937) (137)
Proceeds from long-term debt - 365
Principal payments on debt (63) (60)
Issuance of warrants 3,450 -
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Net cash provided by (used in) financing activities 7,918 (6,417)
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Effects of foreign exchange rate changes on cash 392 (223)
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Decrease in cash (1,905) (2,118)
Cash and cash equivalents at beginning of period 2,423 6,503
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Cash and cash equivalents at end of period $ 518 $ 4,385
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The accompanying notes are an integral part of the unaudited
consolidated financial statements.
4
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE DATA)
1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. DESCRIPTION OF BUSINESS, CHANGE OF CORPORATE NAME AND
PRINCIPLES OF CONSOLIDATION
The Hockey Company ("THC" or the "Company") was incorporated in September
1991 and reorganized in April 1997.
The consolidated financial statements include the accounts of The Hockey
Company 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 and hockey, figure and
inline skates, as well as street hockey products, marketed under the CCM(R),
KOHO(R), JOFA(R),TITAN(R), CANADIEN(TM) and HEATON(R) 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.
B. BASIS OF PRESENTATION
The accompanying unaudited interim consolidated financial statements
appearing in this quarterly report have been prepared on a basis consistent with
the annual financial statements of THC and its subsidiaries, except for the
application of accounting pronouncements as discussed below.
In the opinion of management, all normal recurring adjustments necessary
for a fair presentation of the Company's Unaudited Consolidated Balance Sheets,
Statements of Operations, Statements of Comprehensive Loss and Statements of
Cash Flows for the 2002 and 2001 periods have been included. These unaudited
interim consolidated financial statements do not include all of the information
and footnotes required by United States generally accepted accounting principles
to be included in a full set of financial statements. Results for the interim
periods are not necessarily a basis from which to project results for the full
year due to the seasonality of the Company's business. These unaudited
consolidated financial statements should be read in conjunction with the
Company's annual report on Form 10-K, filed with the Securities and Exchange
Commission for the year ended December 31, 2001. Certain prior period amounts
have been reclassified to conform to the current period presentation.
C. 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 has applied the new rules on accounting for goodwill as of
January 1, 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 for initial impairment as of January 1, 2002 in the
first half of 2002.The amounts of goodwill and excess re-organizational value
have not yet been allocated to reporting units and will be allocated in the
second quarter.
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 adopted the Statement as of January 1, 2002 and no
significant transition adjustment resulted from its adoption.
5
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE DATA)
On April 30, 2002, the Financial Accounting Standards Board Issued SFAS
No. 145, Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB
Statement No. 13, and Technical Corrections. SFAS No. 145 rescinds Statement 4,
which required all gains and losses from extinguishment of debt to be classified
as an extraordinary item, net of related income tax effect, if material in the
aggregate. Due to the rescission of SFAS No. 4, the criteria in Opinion 30 will
now be used to classify those gains and losses.
The provisions of SFAS No. 145 related to the rescission of SFAS No. 4 are
effective for fiscal years beginning after May 15, 2002. Any gain or loss on
extinguishment of debt that was classified as an extraordinary item in prior
periods presented that does not meet the criteria for classification as an
extraordinary item will be reclassified. The provisions of SFAS No. 145 related
to SFAS No. 13 are effective for transactions occurring after May 15, 2002. All
other provisions of this Statement shall be effective for financial statements
issued on or after May 15, 2002. The Company is currently assessing the impact
adoption of this statement will have on its financial statements.
2. INVENTORIES
Net inventories consist of:
December 31, 2001 March 31, 2002
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Finished products $31,892 $34,609
Work in process 2,665 2,712
Raw materials and supplies 8,308 8,324
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$42,865 $45,645
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3. GOODWILL AND EXCESS RE-ORGANIZATION INTANGIBLE
Goodwill and excess re-organization intangible consist of:
December 31, 2001 March 31, 2002
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Goodwill $42,883 $42,750
Excess re-organization intangible 26,367 26,367
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$69,250 $69,117
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4. REVOLVING CREDIT FACILITIES AND LONG-TERM DEBT
A) REVOLVING CREDIT FACILITIES
Effective November 19, 1998, two of the Company's 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
6
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE DATA)
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. However, under the terms of the Offering (See
Note 10), indebtedness cannot exceed $35,000 and must be repaid in its entirety
at least once a year. Each of the Credit Agreements is subject to a minimum
excess requirement of $1,750 in certain months. Total borrowings outstanding
under the Credit Agreements at December 31, 2001 and March 31, 2002 were $27,792
and $18,636, respectively (excluding outstanding letters of credit of $5,732 at
December 31, 2001 and $5,543 at March 31, 2002). 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 between the Canadian
prime rate plus 0.75% to 1.50%, or LIBOR plus 1.75% to 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 90,000 ($8,700)(SEK 80,000 in 2001($7,700)). The facility is
collateralized by the assets of Jofa, excluding intellectual property, bears
interest at a rate of STIBOR (4.2% at March 31, 2002) plus 0.90% and is
renewable annually. Total borrowings as at December 31, 2001 and March 31, 2002
were nil and SEK 17,700 ($1,700), respectively.
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 (3.4% at March 31, 2002)
plus 0.9% and is renewable annually. Total borrowings as at December 31, 2001
and March 31, 2002 were nil.
B) LONG-TERM DEBT
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 was 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. Each facility bore interest equal to the Canadian prime rate plus 5%, and
Facility 2 bore additional interest of 3.5% which is to be capitalized and
repaid on Facility 2 maturity. At March 31, 2002, Facility 2 included $1,019
(December 31, 2001-$654) of capitalized interest. The loan was 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 was guaranteed by the Company
and certain of its subsidiaries.
The loan contained 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 restricted, 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 maintained
all the terms of the Amended and Restated Credit Agreement and expired on April
30, 2002. On April 3, 2002, the Company
7
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE DATA)
issued $125,000 of 11 1/4% Senior Secured Note Units due April 15, 2009 (the
"Offering"), the proceeds of which were used to repay in full Facility 1 and
Facility 2 plus capitalized interest (See Note 10). As a result, Facility 2 plus
capitalized interest has been classified as a non-current liability in the
Consolidated Balance Sheet at March 31, 2002. In connection with the Offering
(See Note 10), the Amended and Restated Credit Agreement was terminated.
In May 2000, Jofa AB, a subsidiary of the Company, entered into a loan
agreement with Nordea Bank in Sweden to borrow SEK 10,000 ($973). The loan is
for four 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%.
5. COMMON STOCK, WARRANTS AND PREFERRED STOCK
The Company has authorized 20,000,0000 shares of common stock, par value
$0.01 per share, of which 6,500,549 shares are issued and outstanding (7,040,523
issued and outstanding as at May 1, 2002) (See Note 10).
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 was 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. Concurrent with the repayment of the Caisse loan (Note 10), the Caisse
exercised the warrants and purchased the Company's common stock.
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 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, 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 Offering as described in Note 10, the holder
agreed to extend the redemption of the preferred stock to October 15, 2009, a
date six months beyond the maturity of the notes issued in the Offering. At
March 31, 2002 unpaid dividends of $6,373 (December 31, 2001 -$5,779) have been
accrued on the preferred stock and are included as long-term liabilities, given
the restrictions of our Credit Agreements. 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.
8
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE DATA)
6. EARNINGS PER SHARE
LOSS PER SHARE FOR THE THREE MONTH PERIODS ARE AS FOLLOWS:
------------------------------------------------------------------------------------------------------------
For the Three Months ended For the Three Months ended
March 31, 2001 March 31, 2002
------------------------------------------------------------------------------------------------------------
Basic Diluted Basic Diluted
------------------------------------------------------------------------------------------------------------
Net loss before extraordinary item
attributable to common stockholders $ (9,256) $ (9,256) $ (3,647) $ (3,647)
Net loss attributable to common stockholders (10,347) (10,347) (3,647) (3,647)
Weighted average common and common equivalent
shares outstanding:
Common stock 6,500,549 6,500,549 6,500,549 6,500,549
Common equivalent shares (a) 248,771 248,771 697,902 697,902
Total weighted average common and common
equivalent shares outstanding 6,749,320 6,749,320 7,198,451 7,198,451
Net loss before extraordinary item per
common share (b) $ (1.37) $ (1.37) $ (0.51) $ (0.51)
Net loss per common share (b) $ (1.53) $ (1.53) $ (0.51) $ (0.51)
(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 but were not
included in the computation of diluted earnings per share because the
options' and warrants'exercise price was greater than the average book
value of the common stock.
7. CONTINGENCIES
Other than certain legal proceedings arising from the ordinary course of
business, which the Company believes will not have a material adverse effect,
either individually or collectively, on its financial position, results of
operations or cash flows, there is no other litigation pending or threatened
against the Company.
8. SEGMENT INFORMATION
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 baseball style caps,
jackets and other casual apparel using its own designs and graphics.
MEASUREMENT OF SEGMENT PROFIT OR LOSS AND SEGMENT ASSETS
The accounting policies of the segment are the same as those described in
the summary of significant accounting policies. The Company evaluates
performance based on gross profit. Segment assets only include inventory.
9
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE DATA)
INFORMATION ABOUT SEGMENT PROFIT OR LOSS AND SEGMENT ASSETS
Equipment Apparel Segment Total
--------------------------------------------------------------------------------------------
For the For the For the For the For the For the
Three Three Three Three Three Three
Months ended Months ended Months ended Months ended Months ended Months ended
Mar. 31, 2001 Mar. 31, 2002 Mar. 31, 2001 Mar. 31, 2002 Mar. 31, 2001 Mar. 31, 2002
--------------------------------------------------------------------------------------------
Net sales $ 21,319 $ 22,800 $ 13,516 $ 11,361 $ 34,835 $ 34,161
Gross profit before restructuring 7,895 9,568 6,067 5,229 13,962 14,797
Inventory 32,185 26,470 13,624 19,175 45,809 45,645
RECONCILIATION OF SEGMENT PROFIT OR LOSS
For the Three For the Three
Months ended Months ended
Mar. 31, 2001 Mar. 31, 2002
--------------------------------
Segment gross profit before restructuring $ 13,962 $ 14,797
Restructuring and unusual charges 901 -
-----------------------------
Gross profit 13,061 14,797
Unallocated amounts:
Selling, general and administrative expenses 14,921 14,486
Restructuring and unusual charges 2,005 -
Amortization of excess re-organization value and goodwill 1,105 -
Other expense, net 576 543
Interest expense 2,991 2,656
-----------------------------
Loss before income taxes and extraordinary item $ (8,537) $ (2,888)
=============================
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, 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 set up reserves of
approximately $5,700 in 2001 for the expected cost of the restructuring. Of this
amount, approximately $4,300 was to cover the cost of severance packages to
affected employees, with the remainder representing other closure costs. Of
these amounts, approximately $1,600 remained unpaid at March 31, 2002
(December 31, 2001 - $1,900).
10. SUBSEQUENT EVENTS
On April 3, 2002, THC issued $125,000 11 1/4% Senior Secured Note Units due
April 15, 2009 (the "Notes") at a price of 98.806%, each such Unit consisting of
$0.5 principal amount of 11 1/4% Senior Secured Notes due April 15, 2009 of THC
and $0.5 principal amount of 11 1/4% Senior Secured Notes due April 15, 2009 of
Sport Maska Inc., a wholly-owned subsidiary of THC, through a private placement.
THC has fully and unconditionally guaranteed the Sport Maska Inc. Notes on
a senior secured basis. Sport Maska Inc. has fully and unconditionally
guaranteed the THC Notes. Also, certain subsidiaries of THC and Sport Maska
Inc., excluding the Finnish subsidiaries, have fully and unconditionally
guaranteed the Notes on a senior secured basis. The Notes
10
THE HOCKEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE DATA)
and guarantees are secured by substantially all the tangible and intangible
assets of the Company, excluding the Finnish subsidiaries, subject to the prior
ranking claims by lenders under the revolving credit facilities (see Note 4a),
and by a pledge of stock of the first-tier Finnish subsidiary. The security
interest in the Company's Swedish subsidiaries (other than intellectual
property) is limited to $15,000 .
The Notes may be redeemed at any time after April 15, 2006 at the following
redemption prices (expressed as percentages of the principal amount thereof)
plus accrued and unpaid interest to the date of redemption, if redeemed during
the twelve-month period commencing on April 15 of the year set forth below:
YEAR PERCENTAGE
---- ----------
2006 105.625%
2007 102.813%
2008 and thereafter 100.000%
In addition, up to one-third of the Notes may be redeemed with the net
proceeds of an equity offering at any time until April, 15, 2005 at a redemption
price of 111.25% of the principal amount plus accrued and unpaid interest to the
date of redemption. If the Company undergoes a change of control, the Company
will be required to offer to purchase the units from the holders at 101% of
principal amount plus accrued and unpaid interest to the date of repurchase.
The proceeds of $123,508 were used (i) to repay all outstanding secured
loans under the Amended and Restated Credit Agreement, dated March 14, 2001 (See
Note 4b), (ii) to repay a portion of the secured indebtedness under the U.S. and
Canadian Credit Agreements (See Note 4a), (iii) to pay fees and expenses of the
Offering and (iv) for general corporate purposes. The Amended and Restated
Credit Agreement with Caisse and any documents related thereto have been
terminated and are of no further force and effect. Among other financial
covenants, the indenture governing the Notes restricts the Company's ability to
borrow under its revolving credit facilities to a maximum of $35,000 and limits
payments of dividends or repurchases of stock.
Also concurrent with the repayment of the Caisse loan, the Caisse exercised
its warrants to purchase 539,974 shares of common stock at $.01 per share
(See Note 5).
11
THE HOCKEY COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
INTRODUCTION
We can trace our origins to September 1899, when the Canada Cycle and Motor
Company (CCM) was formed as a manufacturer of bicycles and motorcars. In 1905,
CCM began marketing ice hockey skates for a sport barely 30 years old at that
time and, in 1937, acquired the Tackaberry (later Tacks) trade name. In 1983,
CCM was amalgamated with Sport Maska Inc., a manufacturer of hockey jerseys for
the NHL since 1967. In November 1998, we acquired Sports Holdings Corp.,
Europe's largest manufacturer of ice, roller and street hockey equipment and
their Jofa, Koho, Canadien, Heaton and Titan brands. As a result, we are now the
world's largest marketer, designer and manufacturer of hockey equipment and
related apparel.
Our business is seasonal. The seasonality of our business affects net sales
and borrowings under our credit agreements. Traditional quarterly fluctuations
in our business may vary in the future depending upon, among other things,
changes in order cycles and product mix.
SELECTED FINANCIAL DATA
The following discussion provides an assessment of our results of
continuing operations, financial condition and liquidity and capital resources,
and should be read in conjunction with the Unaudited Consolidated Financial
Statements of the Company and Notes thereto included elsewhere herein. (All
references to "Note(s)" refer to the Notes to Unaudited Consolidated Financial
Statements.)
EBITDA is a measure of the cash generated from operations and has been
included in the selected income statement highlights because management believes
that it would be a useful indicator for readers. EBITDA is defined as the
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 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, since
companies calculate EBITDA differently, EBITDA as presented for us may
not be comparable to EBITDA reported by other companies.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2002
2002 COMPARED TO 2001
Net sales decreased 1.9% to $34.2 million in the three months ended
March 31, 2002, as compared to $34.8 million in the three months ended March 31,
2001. The decrease was attributable to lower sales of apparel due to a lower
back order position at the beginning of the year offset in part by stronger
sales of ice skates and sticks.
Gross profit for the three months ended March 31, 2002, was $14.8 million,
compared to $13.1 million in 2001, an increase of 13.0%, attributable to a
strong product mix in the period, as well as improved product costs resulting
from the restructuring in the prior year. Measured as a percentage of net sales,
gross profit margins increased to 43.3% from 37.5% in the same period in 2001.
The gross profit before restructuring was 40.0%.
12
THE HOCKEY COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
In the three months ended March 31, 2002, selling, general and
administrative expenses decreased as a percentage of sales to 42.4% from 42.8%
in 2001. In absolute dollar terms, there was a 2.9% decrease to $14.5 million in
the first quarter of 2002 from $14.9 million in the same period of 2001. The
decrease in the selling, general and administrative expenses is a result of the
realization of savings from 2001 restructuring activities, offset by increased
NHL commitments.
Other expense of $0.5 million consists primarily of amortization of
deferred financing costs.
EBITDA was $1.4 million for the three months ended March 31, 2002, compared
to $0.4 million for the three months ended March 31, 2001.
Interest expense of $2.7 million for the three months ended March 31, 2002,
was down $0.3 million versus the same three months of 2001.
Our net loss for the three months ended March 31, 2002, was $3.0 million
compared to a net loss of $9.8 million for the three months ended
March 31, 2001.
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. However under the terms of the Offering (See Note 10),
Indebtedness cannot exceed $35 million and must be repaid in full at least once
a year. Total borrowings outstanding under the credit agreements were
$18.6 million as at March 31, 2002 ($27.8 million at December 31, 2001),
excluding $5.5 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 THC'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
THC'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.
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
was made up of 2 facilities (Facility 1--Canadian $90 million and Facility
2--Canadian $45.8 million). Each facility bore interest equal to the Canadian
prime rate plus 5% and Facility 2 bore additional interest of 3.5% which was to
be capitalized and repaid on the maturity of Facility 2. The Amended and
Restated Credit Agreement was terminated in connection with the Offering (as
defined below).
13
THE HOCKEY COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
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 maintained all the terms
of the Amended and Restated Credit Agreement and expired 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 March 31, 2002. The
Caisse loan was 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 was guaranteed by us and certain of our subsidiaries.
The Amended and Restated Credit Agreement contained 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.
On April 3, 2002 (the "Closing Date"), we completed a private offering of
$125 million aggregate principal amount of 11 1/4% Senior Secured Note Units due
2009 (the "Units"), at a discount of 1.194%, each such Unit consisting of
$500 principal amount of 11 1/4% Senior Secured Notes due 2009 of The Hockey
Company and $500 principal amount of 11 1/4% Senior Secured Notes due 2009 of
Sport Maska Inc., our wholly-owned subsidiary (the "Offering"). The Notes are
fully and unconditionally guaranteed by all of our restricted subsidiaries,
excluding the Finnish subsidiaries. The stock of the first-tier Finnish
subsidiary was pledged. Among the financial covenants in the indenture, our
ability to borrow under the revolving credit facilities is restricted to a
maximum of $35 million and the payments of dividends or repurchases of stock
are limited.
The proceeds of $123.5 million from the sale of the Units were used by us
(i) to repay all outstanding secured loans under the Amended and Restated Credit
Agreement with Caisse, dated March 14, 2001 (See Note 4b), (ii) to pay down
secured indebtedness under the U.S. and Canadian Credit Agreements with GECC,
(iii) to pay fees and expenses for the Offering and (iv) for general corporate
purposes. The Amended and Restated Credit Agreement with Caisse and any
documents related thereto have been terminated and are of no further force and
effect. The terms of the GECC Credit Agreements were amended by each of the
Fourth Amendment to Canadian Credit Agreement, dated the Closing Date, among the
respective parties thereto, and the Third Amendment to U.S. Credit Agreement,
dated the Closing Date, among the respective parties thereto.
Effective March 18, 1999, Jofa AB, 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 90 million ($8.7 million)(SEK 80 million in 2001 ($7.7 million)). The
facility is collateralized by the assets of Jofa AB, excluding intellectual
property, bears interest at a rate of STIBOR (4.2% at March 31, 2002) plus 0.90%
(increased from 0.65% in connection with the guarantee by Jofa AB of the
Offering) and is renewable annually. Total borrowings as at December 31, 2001
and March 31, 2002 were nil and SEK 17.7 million ($1.7 million), respectively.
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, 2001 and
March 31, 2002 were nil.
During the quarter ended March 31, 2002, our operations provided
$4.2 million of cash compared to using $9.9 million in the first quarter
of 2001. We had a net loss of $3.0 million in 2002 compared to a net loss
of $9.8 million in 2001. EBITDA, was $1.4 million for the quarter ended
March 31, 2002 compared to $0.4 million for the first quarter of 2001.
Cash used in investing activities during the quarter ended March 31, 2002,
was $0.2 million compared to $0.3 million in 2001.
Cash used by financing activities during the quarter ended March 31, 2002,
was $6.4 million compared to having provided $7.9 million in 2001.
14
THE HOCKEY COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
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 set up reserves of
approximately $5.7 million for the expected cost of the restructuring. Of this
amount, approximately $4.3 million was to cover the cost of severance packages
to affected employees, with the remainder representing other closure costs. Of
these amounts, approximately $1.6 million remained unpaid as at March 31, 2002.
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 have applied the new rules on accounting for goodwill as of January 1,
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 and the
allocation of goodwill to reporting units 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 adopted the Statement as of January 1, 2002 and no significant
transition adjustment resulted from its adoption.
On April 30, 2002, the Financial Accounting Standards Board Issued SFAS
No. 145, Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB
Statement No. 13, and Technical Corrections. SFAS No. 145 rescinds Statement 4,
which required all gains and losses from extinguishment of debt to be classified
as an extraordinary item, net of related income tax effect, if material in the
aggregate. Due to the rescission of SFAS No. 4, the criteria in Opinion 30 will
now be used to classify those gains and losses.
The provisions of SFAS No. 145 related to the rescission of SFAS No. 4 are
effective for fiscal years beginning after May 15, 2002. Any gain or loss on
extinguishment of debt that was classified as an extraordinary item in prior
periods presented that does not meet the criteria for classification as an
extraordinary item will be reclassified. The provisions of SFAS No. 145 related
to SFAS No. 13 are effective for transactions occurring after May 15, 2002. All
other provisions of this Statement shall be effective for financial statements
issued on or after May 15, 2002. We are currently assessing the impact adoption
of this statement will have on our financial statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We, in the normal course of doing business, are exposed to market risk from
changes in foreign currency exchange rates and interest rates. Our principal
currency exposures relate to the Canadian dollar and to certain European
currencies. Management's objective, regarding foreign currency risk, is to
protect cash flows resulting from sales, purchases and other costs from the
adverse impact of exchange rate movements.
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. As a result of the Offering, as
described above, our equity investment in our Canadian subsidiary is no longer
hedged and we
15
THE HOCKEY COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
are exposed to the fluctuations in Canadian dollars. 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.
16
THE HOCKEY COMPANY
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Reference is made to Note 7 of the Notes to Unaudited Consolidated
Financial Statements included in Part I of this report.
ITEM 2. CHANGES IN SECURITIES.
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
Not applicable.
(b) Reports on Form 8-K. Not applicable.
Not applicable.
17
SIGNATURES
----------
Pursuant to the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto duly
authorized.
THE HOCKEY COMPANY
(REGISTRANT)
By: /s/ Robert A. Desrosiers
-----------------------------------------------
Name: Robert A. Desrosiers
Title: Chief Financial Officer and Vice President,
Finance and Administration
Date: May 15, 2002