-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, D9GbwAE426oL4C+7b1VSRbCQDt8YhadcLdisKGMAJTffAXQSmfCkV9yH1ZXT+Q2g U/TFKl7uiHuHbmUOaTb35A== 0000912057-01-523779.txt : 20010716 0000912057-01-523779.hdr.sgml : 20010716 ACCESSION NUMBER: 0000912057-01-523779 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010531 FILED AS OF DATE: 20010713 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST TEAM SPORTS INC CENTRAL INDEX KEY: 0000820242 STANDARD INDUSTRIAL CLASSIFICATION: [3949] IRS NUMBER: 411545748 STATE OF INCORPORATION: MN FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-16442 FILM NUMBER: 1680828 BUSINESS ADDRESS: STREET 1: 1201 LUND BLVD CITY: ANOKA STATE: MN ZIP: 55303 BUSINESS PHONE: 6127804454 MAIL ADDRESS: STREET 1: 1201 LUND BLVD CITY: ANOKA STATE: MN ZIP: 55303-1092 10-Q 1 a2053974z10-q.htm 10-Q Prepared by MERRILL CORPORATION
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 10-Q

Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934


For Quarter Ended:
May 31, 2001

 

Commission File No.:
0-16442

FIRST TEAM SPORTS, INC.
(Exact name of Registrant as specified in its charter)

Minnesota
(State or other jurisdiction
of incorporation or organization)
  41-1545748
(I.R.S. Employer Identification No.)

1201 Lund Boulevard
Anoka, Minnesota 55303

(Address of principal executive offices)
Registrant's telephone number, including area code:
(763) 576-3500

    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 for 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 the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 5,917,231 shares of Common Stock, $.01 par value per share, outstanding as of July 10, 2001.





PART I
FINANCIAL INFORMATION


Item 1. Financial Statements


FIRST TEAM SPORTS, INC.
CONSOLIDATED BALANCE SHEETS
May 31, 2001 and February 28, 2001

 
  May 31,
2001

  February 28,
2001

 
  (Unaudited)

   
ASSETS      

CURRENT ASSETS

 

 

 

 

 

 
  Cash and cash equivalents   $ 885,058   $ 317,978
  Receivables:            
    Trade, less allowance for doubtful accounts of $803,000 at May 31, 2001 and $948,000 at February 28, 2001     10,408,032     11,848,775
  Inventories     13,623,164     13,120,398
  Prepaid expenses     977,847     948,923
  Deferred income taxes     1,277,000     1,619,000
   
 
    Total current assets     27,171,101     27,855,074

PROPERTY AND EQUIPMENT,

 

 

 

 

 

 
  Land     600,000     600,000
  Building     4,997,840     4,997,840
  Production equipment     2,133,167     2,140,423
  Office furniture and equipment     2,034,276     2,061,527
  Warehouse equipment     982,740     982,740
  Vehicles     89,942     94,211
   
 
      10,837,965     10,876,741
  Less accumulated depreciation     4,852,849     4,716,737
   
 
      5,985,116     6,160,004

DEFERRED INCOME TAXES

 

 

1,821,000

 

 

1,525,500

OTHER ASSETS

 

 

 

 

 

 
  License agreements, less accumulated amortization of $4,450,000 at May 31, 2001 and $4,385,000 at February 28, 2001     915,994     981,424
  Goodwill, less accummulated amortization of $611,000 at May 31, 2001 and $578,000 at February 28, 2001     810,378     842,994
  Other     54,390     66,472
   
 
      1,780,762     1,890,890
   
 
    $ 36,757,979   $ 37,431,468
   
 

See accompanying notes.


 
  May 31,
2001

  February 28,
2001

 
 
  (Unaudited)

   
 
LIABILITIES AND SHAREHOLDERS' EQUITY        

CURRENT LIABILITIES

 

 

 

 

 

 

 
  Notes payable to bank   $ 4,152,459   $ 1,140,095  
  Current maturities of long-term debt     523,949     520,240  
  Accounts payable, trade     3,286,278     5,347,605  
  Accrued expenses     1,329,740     1,746,552  
   
 
 
  Total current liabilities     9,292,426     8,754,492  

LONG-TERM DEBT,

 

 

 

 

 

 

 
  less current maturities     5,041,064     5,173,456  

Deferred income taxes

 

 

60,000

 

 

60,000

 

DEFERRED REVENUE

 

 

503,800

 

 

507,640

 

SHAREHOLDERS' EQUITY

 

 

 

 

 

 

 
  Common Stock, par value $.01 per share; authorized 10,000,000 shares; issued and outstanding 5,917,231 shares at May 31, 2001, and 5,912,342 at February 28, 2001     59,173     59,124  
  Additional paid-in capital     10,015,882     10,011,482  
  Retained earnings     12,189,168     13,072,531  
  Accumulated other comprehensive loss     (403,534 )   (207,257 )
   
 
 
      21,860,689     22,935,880  
   
 
 
    $ 36,757,979   $ 37,431,468  
   
 
 

See accompanying notes.



FIRST TEAM SPORTS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 
  Three months ended
May 31,

 
 
  2001
  2000
 

Net sales

 

$

8,122,750

 

$

15,871,401

 

Cost of goods sold

 

 

5,857,277

 

 

10,776,006

 
   
 
 
  Gross profit     2,265,473     5,095,395  

Operating expenses:

 

 

 

 

 

 

 
  Selling     1,049,909     1,435,922  
  General and administrative     1,843,669     1,988,117  
   
 
 
      2,893,578     3,424,039  
   
 
 
  Operating (loss)/income     (628,105 )   1,671,356  
 
Interest expense

 

 

(269,399

)

 

(308,243

)
   
 
 
 
(Loss)/Income before income tax expense/(benefit)

 

 

(897,504

)

 

1,363,113

 
Income tax expense/(benefit)     14,141     (470,287 )
   
 
 
  Net (loss)/income for the period   $ (883,363 ) $ 892,826  
   
 
 
Net (loss)/income per share:              
  Basic   $ (0.15 ) $ 0.15  
  Diluted   $ (0.15 ) $ 0.15  

Shares used in computation of net (loss)/income per share:

 

 

 

 

 

 

 
  Basic     5,912,408     5,861,457  
  Diluted     5,912,408     6,041,686  

See accompanying notes



FIRST TEAM SPORTS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For Three Months Ended May 31, 2001 and 2000

(Unaudited)

 
  May 31,
2001

  May 31,
2000

 
CASH FLOWS FROM OPERATING ACTIVITIES              
  Net (loss) income   $ (883,363 ) $ 892,826  
  Adjustments required to reconcile net (loss) income to net cash (used in) provided by operating activities:              
    Depreciation     196,953     220,676  
    Amortization     109,269     145,644  
    Deferred income taxes     46,500     550,000  
    Deferred revenue     (3,840 )   (3,840 )
    Change in assets and liabilities:              
    Receivables     1,335,703     (1,526,731 )
    Inventories     (569,749 )   672,677  
    Prepaid expenses     (29,892 )   158,276  
    Accounts payable     (2,060,958 )   (243,408 )
    Accrued expenses     (399,897 )   (600,544 )
   
 
 
    Net cash (used in) provided by operating activities     (2,259,274 )   265,576  

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

 

 
    Purchase of property and equipment     (24,716 )   (213,911 )
   
 
 
   
Net cash used in investing activities

 

 

(24,716

)

 

(213,911

)

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 
    Net proceeds on short-term borrowings     3,012,364     1,411,074  
    Principal payments on long-term borrowings     (128,683 )   (361,865 )
    Net proceeds from exercise of stock options     4,449     2,437  
   
 
 
   
Net cash provided by financing activities

 

 

2,888,130

 

 

1,051,646

 
   
 
 
   
Increase in cash and cash equvalents

 

 

604,140

 

 

1,103,311

 
   
Effect of foreign currency translation

 

 

(37,060

)

 

(24,656

)

Cash and cash equivalents:

 

 

 

 

 

 

 
  Beginning     317,978     860,671  
   
 
 
  Ending   $ 885,058   $ 1,939,326  
   
 
 

See accompanying notes



FIRST TEAM SPORTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


NOTE 1.

    The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation have been included. The operating results for the period ended May 31, 2001 are not necessarily indicative of the operating results to be expected for the full fiscal year.

    For further information, refer to the financial statements and footnotes thereto included in the Company's annual report or Form 10-K for the year ended February 28, 2001.


NOTE 2.

    During the quarters ended May 31, 2001 and 2000, total comprehensive (loss)/income amounted to ($1,079,639) and $729,454 respectively.


NOTE 3.

 
  Basic EPS
  Diluted EPS
 
  2001
  2000
  2001
  2000
 
  (in thousands, except per share data)

Three Months Ended May 31                        

Net (loss)/Income

 

$

(883

)

$

893

 

$

(883

)

$

893
   
 
 
 
Weighted average common                        
shares outstanding     5,912     5,861     5,912     5,861
Stock options                 181
   
 
 
 
Total common equivalent                        
shares outstanding     5,912     5,861     5,912     6,042
   
 
 
 
Net (loss)/Income per share   $ (.15 ) $ .15   $ (.15 ) $ .15


Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations

    First Team Sports, Inc. (the "Company") is a leading manufacturer, designer and marketer of brand name sporting goods. The Company's product groups consist of in-line skates, in-line accessories and parts (primarily protective wear and replacement wheels and bearings), ice hockey sticks and ice hockey protective wear and accessories. Within the product groups, the Company maintains UltraWheels® and Skate Attack® in-line product lines and a Hespeler® ice hockey line. The UltraWheels line consists of higher quality and higher priced products that are targeted for specialty and sporting goods chain store customers. The Skate Attack line consists of lower priced products for the mass merchant customers. The Hespeler ice hockey line consists of high quality products that are targeted primarily for the specialty and sporting goods chain stores.

RESULTS OF OPERATIONS

    Net Sales.  Net sales were $8.1 million in the first quarter of fiscal 2002, a decrease of 49% compared to net sales of $15.9 million in the first quarter of fiscal 2001. Decreases in unit sales of in-line skates, ice hockey sticks and protective wear were the principal factors in the Company's net sales decrease in the first quarter of fiscal 2002.


A breakdown and analysis of the Company's main product lines is as follows:

 
  First Quarter

 
 
  Fiscal 2002
  Fiscal 2001
   
 
 
  Amount
  %
  Amount
  %
  Change
 
 
  (dollar amounts in millions)

 
In-line Skates   $ 6.2   76.5 % $ 12.1   76.1 % (48.8 %)
In-line Accessories and Parts     1.0   12.3 %   1.5   9.4 % (33.3 %)
Ice Hockey Sticks     0.3   3.7 %   0.7   4.4 % (57.1 %)
Ice Hockey Protective and Access.     0.6   7.5 %   1.6   10.1 % (62.5 %)
   
 
 
 
 
 
Total Net Sales   $ 8.1   100.0 % $ 15.9   100.0 % (49.1 %)
   
 
 
 
 
 

    The Company currently distributes products to numerous countries worldwide. A geographic breakdown of the Company's net sales for the first quarter is as follows:

 
  Fiscal 2002
  Fiscal 2001
   
 
 
  Amount
  %
  Amount
  %
  Change
 
 
  (dollar amounts in millions)

 
Domestic   $ 5.2   64.2 % $ 11.1   69.8 % (53.2 %)
Canada   $ 1.9   23.5 %   3.6   22.6 % (47.2 %)
Europe   $ 0.7   8.6 %   0.8   5.1 % (12.5 %)
Other International   $ 0.3   3.7 %   0.4   2.5 % (25.0 %)
   
 
 
 
 
 
Total Net Sales   $ 8.1   100.0 % $ 15.9   100.0 % (49.1 %)
   
 
 
 
 
 

    Several factors contributed to the Company's sales performance in the first quarter of fiscal 2002. The decrease in the domestic and Canadian sales was the result of a slow-down in consumer spending throughout North America, a large carryover of retail inventory after the Holiday season and poor Spring weather throughout North America and Europe, which resulted in reductions and/or cancellation of Spring orders by some major customers.

    Gross Margin.  As a percentage of net sales, the Company's gross margin was 28% in the first quarter of fiscal 2002 and 32% in fiscal 2001. The decrease in gross margin as a percentage of net sales in the first quarter of fiscal 2002 was primarily due to the national and international markets that continue to be very competitive and are under extreme price competition.

    The Company's UltraWheels brand accounted for 85% of total net sales in the first quarter of fiscal 2002 compared to 80% in the first quarter of fiscal 2001. The Company's Skate Attack brand accounted for 4% of total sales in the first quarter of fiscal 2002 compared to 6% in the first quarter of fiscal 2001. The Hespeler brand accounted for 11% of total net sales in the first quarter of fiscal 2002 compared to 14% in the first quarter of fiscal 2001.

    Operating Expenses.  Selling expenses were $1.0 million (or 13% of total net sales) in the first quarter of fiscal 2002 compared to $1.4 million (or 9%) in the first quarter of fiscal 2001. The decrease in the absolute dollar amount of selling expenses in fiscal 2001 is primarily the result of a decrease in commissions associated with the decreased sales volume.

    General and administrative expenses were $1.8 million (or 23% of total net sales) in the first quarter of fiscal 2002 compared to $2.0 million (or 13%) in the first quarter of fiscal 2001. The decrease in the absolute dollar amount of general and administrative expenses was primarily related to decreased personnel costs associated with revenue reductions.

    Other Income and Expense.  Interest expense was $269,000 in the first quarter of fiscal 2002 compared to $308,000 in the first quarter of fiscal 2001. The decrease in interest expense for fiscal 2002 was primarily due to decreased usage of the Company's line of credit facility and a decrease in the bank's prime rate. The decreased rates affected both the Company's revolving line of credit facility and its term loan.


    Provision for Income Taxes.  The Company's effective tax rate was 1.6% in the first quarter of fiscal 2002 compared to 34.5% in the first quarter of fiscal 2001. The decrease in fiscal 2002 is primarily due to the valuation allowance against deferred tax assets and the effect of state and foreign tax rates.

    Net (Loss)/Income.  The Company had a net loss of ($883,000), or ($.15) per share, in the first quarter of fiscal 2002 compared to net income of $893,000 or $.15 per share, in fiscal 2001.

LIQUIDITY AND CAPITAL RESOURCES

    In the first quarter of fiscal 2002, the Company's operations used $2.3 million of cash compared to providing $266,000 of cash in the first quarter of fiscal 2001. The cash used by operations in the current year was primarily due to a decrease in payables.

    Net cash used in investing activities was $25,000 in the first quarter of fiscal 2002 compared to $214,000 in the first quarter of fiscal 2001. The use of cash for investing activities was attributable to equipment purchases.

    Net cash provided by financing activities was $2.9 million in the first quarter of fiscal 2002 compared to $1.1 million in the first quarter of fiscal 2001. The net cash provided by bank financing activities in both fiscal 2002 and 2001 was primarily for funding the normal day to day operations of the Company.

    The Company's debt to worth ratio was .7 to 1 as of May 31, 2001, .6 to 1 as of February 28, 2001 and .8 to 1 as of May 31, 2000. The Company's long-term debt, which consists primarily of a term note secured by a mortgage on the Company's headquarters and warehouse building and obligations under endorsement license agreements, less current maturities of $500,000, was $5.0 million as of May 31, 2001.

    The Company's primary financing facility is a $10 million revolving credit line, which expires February 28, 2004, bears interest at the bank's prime rate and is subject to a borrowing base that is calculated monthly and updated periodically during each month. The borrowing base is based on a percentage of eligible receivables and inventories. As of May 31, 2001, the borrowing base limitation was $10 million, of which $4.2 million was outstanding.

    In connection with this revolving credit facility, the Company has agreed, among other things, to maintain certain minimum financial ratio and income levels. The Company is in compliance with all covenants.

    The Company believes its current cash position, funds available under existing bank arrangements, and cash generated from operations will be sufficient to finance the Company's operating requirements through fiscal 2002.


Item 3. Quantitative and Qualitative Disclosures About Market Risk

    Market Risk.  The Company's sales and results of operations are subject to foreign currency fluctuations. The Company's foreign operations are in countries with fairly stable currencies; therefore, the effect of foreign currencies has not been significant. The Company attempts to limit its exposure to translation gains and losses by maintaining and controlling its foreign cash flows when possible, thus reducing such exposure.

    Interest Rate Risk.  The Company's interest rate risk exposure results from the floating prime rate on the Company's revolving credit line and term loan. The impact of an increase in interest rates by 100 basis points (1%) would not have a material effect on the Company's financial statement.



PART II
OTHER INFORMATION


Item 6. Exhibits and Reports on Form 8-K

    (a)
    Exhibits. See Exhibit Index immediately following the signature page of this Form 10-Q.

    (b)
    Reports on Form 8-K. No reports on Form 8-K were filed by the Registrant during the quarter to which this Form 10-Q relates.


SIGNATURES

    Pursuant to the requirements of Section 13 or 15(d) of 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.

    FIRST TEAM SPORTS, INC.

 

 

By:

 

/s/ 
JOHN J. EGART   
  John J. Egart
  
President and CEO
    and By:   /s/ KENT A. BRUNNER   
  Kent A. Brunner
  
Vice President and CFO
Dated:  July 13, 2001
       

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


EXHIBIT INDEX TO FORM 10-Q


For Quarter Ended:
May 31, 2001


 

Commission File No.:
0-16422


FIRST TEAM SPORTS, INC.


Exhibit Number

  Description

3.1

 

Restated Articles of Incorporation—incorporated by reference to Exhibit 3.1 to the Company's Form 10-K for the year ended February 28, 1997

3.2

 

Bylaws—incorporated by reference to Exhibit 3.2 to the Company's Registration Statement on Form S-18 Reg. No. 33-16345C

4.1

 

Specimen of Common Stock Certificate—incorporated by reference to 4.1 to the Registrant's Annual Report on Form 10-K for the fiscal year ended February 28, 1991

4.2

 

Certificate of Designations of Series A Preferred Stock (included in Restated Articles of Incorporation—see Exhibit 3.1)

4.3

 

Rights Agreement dated as of March 15, 1996 between the Company and Norwest Bank Minnesota, N.A. as Rights Agent—incorporated by reference to Exhibit 2.1 to the Company's Registration Statement on Form 8-A, Reg. No. 0-16422

4.4

 

Form of Right Certificate—incorporated by reference to Exhibit 2.2 to the Company's Registration Statement on Form 8-A, Reg. No. 0-16422

4.5

 

Summary of Rights to Purchase Share of Series A Preferred Stock-incorporated by reference to Exhibit 2.3 to the Company's Registration Statement of Form 8-A, Reg. No. 0-16422



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PART I FINANCIAL INFORMATION
FIRST TEAM SPORTS, INC. CONSOLIDATED BALANCE SHEETS May 31, 2001 and February 28, 2001
FIRST TEAM SPORTS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
FIRST TEAM SPORTS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS For Three Months Ended May 31, 2001 and 2000 (Unaudited)
FIRST TEAM SPORTS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
PART II OTHER INFORMATION
SIGNATURES
EXHIBIT INDEX TO FORM 10-Q
FIRST TEAM SPORTS, INC.
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