SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
- --- EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED
March 31, 1999.
--------------
OR
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
- --- EXCHANGE ACT OF 1934 For the Transition period from _________
to ___________
Commission file number 0-8864
------
PACER TECHNOLOGY
-----------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
California 77-0080305
- -------------------------------- -------------------------
(State or other jurisdiction of (IRS Employer Identifi-
incorporation or organization cation No.)
9420 Santa Anita Avenue
Rancho Cucamonga, California 91730-6117
- ---------------------------------------- ------------------
(Address of principal executive offices) (Zip Code)
909-987-0550
---------------------------------
(Registrant's telephone number)
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 XXX NO
---- -----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common stock, no par value, shares outstanding as of March 31, 1999 were
16,438,975.
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
PACER TECHNOLOGY & SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
______________________________________________________________________________
ASSETS
March 31, June 30,
1999 1998
(Unaudited) (Unaudited)
----------- -----------
CURRENT ASSETS:
Cash $ 677,288 277,370
Trade receivables, less allowance for
doubtful accounts of $925,975 and
$524,596 respectively (note 2) 10,037,236 8,591,327
Other receivables 113,985 146,299
Notes receivable - Current (note 2) 117,389 188,642
Inventories (note 3) 13,134,469 10,974,578
Prepaid expenses 801,846 810,451
Deferred income taxes 1,146,769 1,146,769
---------- ----------
Total current assets 26,028,982 22,135,436
EQUIPMENT & LEASEHOLD IMPROVEMENTS:
Cost 6,770,074 6,276,866
Accumulated depreciation & amortization (4,791,557) (4,457,083)
---------- ----------
Total Equipment & Leasehold Improvements 1,978,517 1,819,783
Deferred income taxes 124,065 124,065
Cost in excess of net assets acquired, net 3,477,853 3,689,516
Other Assets 27,696 30,125
---------- ----------
Total Assets $31,637,113 27,798,925
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current Portion of long-term debt (note 4) 916,667 333,333
Accounts payable 3,894,985 4,135,472
Accrued payroll and related expenses 660,066 494,780
Other accrued expenses 2,694,869 2,667,486
---------- ----------
Total Current Liabilities 8,166,587 7,631,071
Long-term debt, excluding current
installments (note 4) 11,458,165 9,535,889
---------- ----------
Total Liabilities 19,624,752 17,166,960
STOCKHOLDERS' EQUITY:
Common stock, no par value. Authorized
50,000,000 shares;issued and outstanding
16,438,975 shares at March 31, 1999
and 15,864,975 shares at June 30, 1998. 8,604,259 8,270,633
Retained Earnings 3,599,738 2,613,453
Notes receivable from directors (note 5, and 6) (201,477) (265,257)
Other comprehensive income (note 7) 9,841 13,136
---------- ----------
Total stockholders' equity 12,012,361 10,631,965
Total Liabilities & Stockholders' Equity $ 31,637,113 27,798,925
========== ==========
See accompanying notes to condensed consolidated financial statements.
<PAGE>
PACER TECHNOLOGY & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Three-Months Ended Nine-Months Ended
March 31, March 31,
1999 1998 1999 1998
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
--------- --------- --------- --------
NET SALES $ 9,993,995 $ 8,321,050 $35,491,821 $21,969,702
COST OF SALES 6,868,652 5,348,746 23,311,973 13,990,095
---------- ---------- ---------- ----------
Gross Profit 3,125,343 2,972,304 12,179,848 7,979,607
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 3,438,391 2,067,539 9,675,266 5,571,912
---------- ---------- ---------- ----------
Operating Income (Loss) (313,048) 904,765 2,504,582 2,407,695
OTHER (INCOME) EXPENSE:
Interest expense, net 242,470 139,276 762,329 355,699
Other (income) expense, net (18,390) 3,774 (132,898) ( 7,938)
---------- ---------- ---------- ---------
Income (loss)
before income taxes (537,128) 761,715 1,875,151 2,059,934
Income tax
(benefit) expense (145,615) 333,498 888,867 905,197
--------- -------- --------- ---------
NET INCOME (LOSS) $ (391,513) $ 428,217 986,284 1,154,737
========= ========= ========= =========
Weighted Average Shares -
Basic (Note 8) 16,115,642 15,849,975 15,965,086 15,849,975
Basic Earnings Per Share $ (0.02) $ 0.03 $ 0.06 $ 0.07
======= ======= ======= =======
Adjusted Weighted
Average Shares -
Diluted (Note 8) 17,170,132 17,274,627 17,369,409 17,352,005
Diluted Earnings Per Share $ (0.02) $ 0.02 $ 0.06 $ 0.07
======= ======= ======= =======
See accompanying notes to condensed consolidated financial statements.
<PAGE>
PACER TECHNOLOGY & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine-Months Ended
March 31,
1999 1998
(Unaudited) (Unaudited)
--------- ---------
NET INCOME $ 986,284 1,154,737
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Depreciation 484,602 406,612
Amortization of other assets 211,663 206,921
Loss on sale/disposition of property
and equipment 11,102 1,005
Increase provision for doubtful
accounts 401,378 99,418
Increase in trade accounts
receivable (1,847,287) (1,931,136)
Decrease in other receivables 32,313 26,276
Decrease in notes receivables 71,253 32,797
Increase in inventories (2,159,891) (63,631)
Decrease in prepaid expenses
and other assets 11,034 51,617
(Decrease) increase in accounts payable (240,486) 460,937
Increase (decrease) in accrued payroll
and related expenses 165,286 (10,583)
Increase in accrued expenses and other
liabilities 24,089 256,153
---------- ---------
NET CASH (USED) PROVIDED IN OPERATING ACTIVITIES (1,848,660) 691,123
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of Cook Bates - (4,818,067)
Acquisition of California Chemical
Specialties, Inc. - (2,550,000)
Capital expenditures (654,438) (428,729)
---------- ----------
NET CASH USED IN INVESTING ACTIVITIES (654,438) (7,796,796)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on long-term debt (22,356,797) (792,000)
Payments on term loan (1,048,611) (7,935,135)
Borrowings on long-term debt 25,911,018 15,430,067
Issuance of Common Stock 333,626 -
Repayment of Notes Receivables
from Director 63,780 270,956
---------- ----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 2,903,016 6,973,888
Net increase (decrease) in cash 399,918 (131,785)
Cash at beginning of year 277,370 294,298
---------- ----------
CASH AT END OF NINE-MONTH PERIOD $ 677,288 162,513
========== ==========
Supplemental Disclosures of cash flow information:
Interest paid during the period $ 679,828 321,905
========== ==========
Income taxes paid during the period $ 946,042 998,000
========== ==========
See accompanying notes to condensed consolidated financial statements.
<PAGE>
PACER TECHNOLOGY & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
______________________________________________________________________________
1. CONSOLIDATED FINANCIAL STATEMENTS:
---------------------------------
The consolidated financial statements for the three-month and the nine-
month periods ended March 31, 1999 and 1998 have been prepared by the
Company without audit. In the opinion of Management, adjustments
necessary to present fairly the consolidated financial position at March
31, 1999 and the results of operations for the period then ended have been
made. All such adjustments are of a normal recurring nature.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. It is suggested
that these consolidated financial statements be read in conjunction with
the consolidated financial statements and notes thereto included in the
Company's Annual Report to shareholders. The results of operations for
the period ended March 31, 1999 are not necessarily indicative of the
operating results for the full year.
2. NOTES RECEIVABLE:
----------------
Several customers have converted trade receivable balances to term notes.
The notes are payable in monthly installments of principal and interest
at a rate higher than the rate of interest charged to Pacer for its
borrowing of funds from its predominant bank.
3. INVENTORIES:
-----------
Inventories consisted of the following:
March 31, 1999 June 30, 1998
-------------- -------------
Raw materials $ 7,702,155 $ 5,103,266
Work-in-process 545,772 542,489
Finished goods 4,886,542 5,328,823
---------- ----------
Total inventories $13,134,469 $10,974,578
========== ==========
4. LONG-TERM DEBT:
--------------
On June 25, 1997, the Company entered into a promissory note agreement
with its primary bank whereby Pacer can borrow up to $8,000,000 to be
utilized for working capital, capital expenditures and acquisitions. On
May 18, 1998 this note was increased to $17,000,000 and is cross-
collateralized by trade accounts receivable, inventory and certain
equipment. The interest is at the bank's prime rate (7.75% at December
31, 1998) plus 0.5%. The note requires monthly interest payments only and
has a maturity date of July 1, 2000. Prepayments of the principal balance
are permitted without penalty.
This new credit facility was utilized to retire in July, 1997, the
Company's line of credit balance ($792,000 at June 30, 1997), and two (2)
term loans ($484,068 total at June 30, 1997), as well as to finance capital
equipment purchases and working capital.
In addition to the above, on May 18, 1998 the Company entered into two (2)
other agreements as follows:
<PAGE>
(1) Letter of credit: $5,000,000 from May 1, 1998 to September 30,
1998 and $2,000,000 from October 1, 1998 to April 30, 1999.
This agreement includes issuance fees of 1/8% for each letter
of credit.
(2) Term loan of $1,000,000 with a maturity date of July 1, 2000
bearing interest at the prime rate (7.75% at December 31, 1998)
plus .5%. This term loan was used to finance leasehold
improvements, capital expenditures, and all other costs related
to closing and relocating Cook Bates facilities to Pacer
locations. This term loan has a maturity date of 3 years from
funding and is payable in monthly installments of principal and
interest.
On January 19, 1999, the Company entered into a new promissory note
agreement with an alternate bank whereby Pacer can borrow up to
$18,000,000.00, for working capital requirements. The interest rate on
this note is at the bank's Prime Rate (7.75% at March 31, 1999) less 0.5%.
On March 4, 1999 the Company entered into a three-month fixed LIBOR base
rate of 5.03% plus 1.25% initial spread for $7,000,000.00 of this facility.
This note requires monthly interest payments only and has a maturity date
of January 2, 2001. Prepayments of principal balance are permitted without
penalty. This new credit facility was utilized to retire in February 1999,
the Company's line of credit balance of $10,583,000.00 and term loan of
$749,999.98 with its previous primary bank.
In addition, the Company entered into other agreements as follows:
(1) Letter of credit subfeature not to exceed $ 5,000,000 from
January 19,1999 to January 2, 2001. As of March 31, 1999,
total outstanding letters of credit totalled $343,453.68 and
have a maturity date of September 9, 1999.
(2) Term Loan of $ 2,750,000 effective January 19, 1999 with a
maturity date of January 2, 2002. Principal shall be payable
on the 2nd day of each month in installments of $76,388.89
each, commencing March 2, 1999. This term loan bears interest
at the Prime Rate(7.75% at March 31, 1999) less 0.5%. On
March 8, 1999, the Company entered into a three-month fixed
LIBOR base rate on this facility of 5.0% plus 1.25% initial
spread.
(3) Term commitment note of $ 750,000 effective January 19, 1999
with a maturity date of January 2, 2000. This term commitment
bears interest at the Prime Rate (7.75% at March 31, 1999) less
0.5%.
5. NOTES RECEIVABLE FROM DIRECTORS:
-------------------------------
On September 27, 1994, three Directors exercised options to purchase
100,000 shares each (300,000 total) of Pacer Technology common stock. Each
Director signed a secured promissory note for the principal sum of
$58,437.50 ($175,312.50 total) with interest of 7.8% per annum payable to
Pacer Technology. One of these notes was paid in full on January 13,
1997, plus interest accrued and another note has a principal balance of
$23,590.91 and is secured by 40,369 shares of the Company's common stock
as of April 1, 1998.
On October 19, 1994, a Director exercised options to purchase 485,000
shares of Pacer Technology common stock. This director signed a secured
promissory note for the principal sum of $309,187.50, plus simple interest
of 7.89% per annum payable to Pacer Technology. This note was secured by
485,000 shares of the Company's common stock as provided in a Security
<PAGE>
Agreement between the Company and the Director. Total principal balance
of this note as of March 31, 1999 is $95,449.05, and is secured by
149,724 shares of the Company's common stock.
The remaining principal balances and all accrued interest will be due and
payable in one lump sum on or before May 10, 1999, with no further
extension; subject to the provisions regarding prepayment noted below.
Each Director may sell the shares securing the Note in whole or in part,
without penalty, provided that the proceeds of sale are applied to the
Note. The amount of each prepayment shall be applied as follows:
(a) first, to interest accrued on the Note with respect to the shares
sold, to the date of sale;
(b) second, to the outstanding principal on the Note in the amount of
$0.584375 and $0.6375 per share sold, respectively; and
(c) third, to the seller or his designee.
If all principal and accrued interest on the Notes is not paid in full on
or before May 10, 1999, the Company shall be entitled to exercise any and
all remedies available to it under the California Commercial Code, with
full recourse to the personal assets of the Directors.
On September 11, 1995, one Director exercised options to purchase 100,000
shares of Pacer Technology common stock. The Director signed a secured
promissory note for the principal sum of $24,000 plus simple interest of
7.015% per annum payable to Pacer Technology. Principal and all accrued
interest will be due and payable in one lump sum on September 11, 1999;
subject to the provisions regarding prepayment noted below. The note is
secured by 100,000 shares of the Company's common stock as provided in a
Security Agreement between the Company and the Director.
The Director may sell the shares securing the Note in whole or in part,
without penalty, provided that the proceeds of sale are applied to pre-pay
the Note. The amount of each prepayment shall be applied as follows:
(a) first, to interest accrued on the Note with respect to the shares
sold, to the date of sale;
(b) second, to the outstanding principal on the Note in the amount of
$0.24 per share sold; and
(c) third, to the seller or his designee.
If all principal and accrued interest on the Note is not paid in full on
or before September 11, 1999, the Company shall be entitled to exercise
any and all remedies available to it under the California Commercial Code,
with full recourse to the personal assets of the Director.
6. SUBSEQUENT EVENT
----------------
During the month of April, 1999, Joe F. Brock and John G. Hockin, paid
their director's notes (see note 5) in full in the principal amounts of
$58,437.50 and $95,449.05, respectively plus accumulated interest accrued
to the date of payment.
7. COMPREHENSIVE INCOME
--------------------
In the current period, the Company adopted SFAS 130 "Reporting
Comprehensive Income", which establishes standards for disclosing
comprehensive income in both annual and interim financial statements.
<PAGE>
Accordingly, the Company's comprehensive income was as follows:
Three-Months Ended Nine-Months Ended
March 31, March 31,
1999 1998 1999 1998
-------- -------- -------- ---------
Net Income (Loss) $ (391,513) 428,217 986,284 1,154,737
Foreign currency
translation
adjustment (3,496) - (3,295) -
-------- -------- -------- ---------
Comprehensive
Income (Loss) $ (395,009) 428,217 982,989 1,154,737
======== ======= ======= =========
8. EARNINGS PER SHARE
------------------
Earnings per share is computed based on the weighted average number of
shares outstanding and in accordance with Statement of Financial Accounting
Standards ("SFAS") No. 128 "Earnings Per Share". Dilutive securities
consisting of common stock options are included in the computation of
earnings per dilutive share when their effect is dilutive. Accordingly,
"Basic EPS" and "Diluted EPS" are calculated as follows:
Three-Months Ended Nine-Months Ended
March 31, March 31,
1999 1998 1999 1998
----- ----- ----- -----
Numerator:
Numerator for basic and
diluted earnings
per share-net income $ (391,513) 428,217 986,284 1,154,737
Denominator:
Denominator for basic
earnings per share -
weighted average number
of common shares
outstanding during
the period 16,115,642 15,849,975 15,965,086 15,849,975
Incremental common
shares attributable
to exercise of
outstanding options 1,054,490 1,424,652 1,404,323 1,502,030
---------- ---------- ---------- ----------
Denominator for diluted
earnings per share 17,170,132 17,274,627 17,369,409 17,352,005
========== ========== ========== ==========
Basic earnings
per share $ (0.02) $ 0.03 $ 0.06 $ 0.07
--------- -------- -------- ---------
Diluted earnings
per share $ (0.02) $ 0.02 $ 0.06 $ 0.07
--------- -------- -------- --------
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
_______________________________________________________________________________
RESULTS OF OPERATIONS
- ---------------------
Net sales for the quarter ended March 31, 1999 increased by 20% to $9,993,995
from $8,321,050 for the same quarter last year. The Company generated an
operating loss of $313,048 for the third quarter compared to operating income of
$904,765 in the same period a year ago. Net loss for the period was $391,513
versus net income of $428,217 for the comparable prior year quarter. For the
nine months ended March 31, 1999, net sales improved 62% to $35,491,821 from
$21,969,702 during the first nine months of 1998. Operating income for the
nine-month period was $2,504,582 a 4% increase from $2,407,695 in the comparable
period a year ago. Net income decreased to $986,284, from $1,154,737 in the
1998 first nine-month period.
Domestic sales accounted for approximately 89% of total sales for the first nine
months or $31,428,775 versus $17,891,510 in the prior year. The increase was
driven largely by revenues from Cook Bates and the Company's Super Glue product
lines.
International sales remained level at $4,063,046, representing 11% of total
sales for the first nine months, versus $4,078,191, or 19% of total sales for
the comparable period last year. The decrease in international sales as a
percentage of total revenue was primarily due to the inclusion of results from
Cook Bates, whose products are mostly distributed domestically, and due to
economic problems existing in various regions around the world.
Cost of sales for the third quarter ended March 31, 1999 were $6,868,652, or 69%
of sales. This represents an increase of $1,519,906, or 28% over the comparable
period in the prior year when cost of sales represented 64% of sales. For the
nine months ended March 31, 1999, cost of sales were $23,311,973, or 66% of
sales. This represents an increase of $9,321,878, or 67% over the same period
last year when cost of sales represented 64% of sales. The rise was primarily
due to higher than anticipated expenses associated with the Cook Bates business
integration, increased sales volume related to the Cook Bates and the Super Glue
product lines, larger than expected sales discounts and miscellaneous retail
charge backs associated primarily with the retail account base.
Selling, general and administrative expenses for the third quarter ended March
31, 1999 were $3,438,391 or 34% of sales. This represents an increase of
$1,370,852 from $2,067,539 or 66% over the comparable quarter in the prior year
when selling, general and administrative expenses were 25% of sales. For the
nine-month period ended March 31, 1999, selling, general and administrative
expenses were $9,675,266, or 27% of sales. This represents an increase of
$4,103,354 from $5,571,912 or 74% over the comparable nine-month period in the
prior year when selling, general, and administrative were 25% of sales. This
rise in spending for the period pertained to the increase in allowance for
doubtful accounts receivable primarily due to the retail customer environment,
participation at higher levels of cooperative advertising and promotional
programs, and growth in the number of sales personnel in support of the Cook
Bates product lines.
Goodwill related to the Super Glue acquisition is being amortized over 14 years.
Amortization costs of $33,338 and $100,016 were recorded during the third
quarter and nine-month period ended March 31, 1999 respectively. Goodwill
related to California Chemical Specialties, Inc., is being amortized over 20
years. Amortization costs of $28,451 and $85,354 were recorded during the third
quarter and nine-month period of fiscal year 1999. Management believes the
Super Glue and California Chemical product lines will continue to generate
profits that will significantly exceed the goodwill amortization.
<PAGE>
Interest expense for the quarter ended March 31, 1999 was $242,470 compared to
$139,276 for the same period a year ago. For the nine-month period ended March
31, 1999, interest expense was $762,329 versus $355,699 during the same period
in the prior year. This increase was attributed primarily to bank borrowings
utilized to finance the acquisition of Cook Bates and related working capital
requirements.
Other income for the third quarter of fiscal year 1999 was $18,390 compared to
other expense of $3,774 for the same period in the prior year. For the nine-
month period ended March 31, 1999, other income was $132,898 versus $7,938 for
the first nine months of fiscal year 1998. This change was mainly due to the
utilization of early payment purchase discounts offered by the Company's
suppliers.
Income taxes decreased during the third quarter and nine-month period ended
March 31, 1999 compared to the corresponding prior year period due to the net
loss in the third quarter of fiscal year 1999.
The company's effective tax rate was 27% and 47%, respectively for the third
quarter and nine-month period ended March 31,1999.
LIQUIDITY AND CAPITAL RESOURCES:
- -------------------------------
Net cash provided by all activities during the first nine months of fiscal year
1999 was $399,918 compared to cash used of $131,785 during the comparable period
in fiscal year 1998.
Cash consumed by operations during the nine-month period of fiscal year 1999 was
$1,848,660 compared to cash provided of $691,123 during the comparable period in
fiscal year 1998. This change was primarily due to a sales volume related
increase in inventory levels, compounded by a timing related decrease in
accounts payable.
Cash used in investing activities was $654,438 in the first nine months of
fiscal year 1999 compared to $7,796,796 during the comparable period in fiscal
year 1998. The increase during the nine-month period of fiscal year 1998 was
attributed to the acquisition of Cook Bates and California Chemical Specialties,
Inc.
Cash provided by the company's financing activities was $2,903,016 during the
nine-month period of fiscal year 1999 versus $6,973,888 during the same period
in fiscal year 1998. Cash from financing activities decreased during the
current year as borrowings were used primarily to support working capital
requirements and to finance capital expenditures, whereas in the prior year,
borrowings were utilized to finance the acquisition of California Chemical in
July of 1997 and the acquisition of Cook Bates in March of 1998.
Pacer anticipates utilization of its new credit facility to supplement cash
requirements for working capital and capital equipment purchases during the
coming year. Management is of the opinion that such source of cash coupled with
cash provided from operations will be sufficient to support the needs of the
Company for the balance of this fiscal year.
<PAGE>
Certain Trends and Uncertainties
================================
Year 2000 Risks
- ---------------
The 'Year 2000' issue concerns the potential exposures related to the automated
generation of business and financial misinformation resulting from the
application of computer programs which have been written using two digits,
rather than four, to define the applicable year of business transactions.
Most of the Company's operating systems with Year 2000 issues have been
modified to achieve compliance. It is anticipated that all remaining issues
will be resolved by March 31, 1999. Management does not anticipate any signi-
ficant costs, problems or uncertainties pertaining to becoming Year 2000
compliant. The Company is in the process of surveying its major customers and
key supliers to assess their Year 2000 readiness. A failure to successfully
address the Year 2000 issue could have a material adverse effect on the
Company's business or results of operations. Therefore, the Company's
contingency plans for remediation actions include the use of alternate suppliers
and/or the manual performance of certain administrative tasks that would
otherwise be performed by the Company's computer systems.
Restructure of Board of Directors And Management Changes
- --------------------------------------------------------
On April 14, 1999, in a unified action, the Pacer Board authorized increasing
the current number of board seats from six to eight members and appointed Mr.
Geoffrey Tirman of Talisman Capital and Mr. D. Jonathan Merriman of First
Security Van Kasper to the Board to fill the new seats. Additionally, Pacer
Technology reported that Mr. Joe Brock and Mr. DeVere McGuffin have resigned
from its Board of Directors effective April 9, 1999.
The Board of Directors of Pacer also announced that in conjunction with the
restructuring of Pacer and the termination of James T. Munn as its President/
CEO, it has accepted the resignation of Roberto J. Cavazos, Jr., CFO. On an
interim basis, the functions of President/CEO and CFO have been assumed by
William T. Nightingale III, Pacer's long-time Vice-President in charge of
Marketing. The Company is actively involved in the search for a new CEO and
CFO.
<PAGE>
SIGNATURES
Pursuant to the requirements 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.
PACER TECHNOLOGY
May 12, 1999 /s/William T. Nightingale III
-----------------------------
Interim Chief Executive Officer and
Chief Financial Officer
<PAGE>
SIGNATURES
Pursuant to the requirements 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.
PACER TECHNOLOGY
May 12, 1999 ---------------------------------
By: William T. Nightingale III
Interim Chief Executive Officer and
Chief Financial Officer
<PAGE>
<TABLE> <S> <C>
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<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-START> JUL-31-1998
<PERIOD-END> MAR-31-1999
<CASH> 677
<SECURITIES> 0
<RECEIVABLES> 10,037
<ALLOWANCES> 926
<INVENTORY> 13,134
<CURRENT-ASSETS> 26,029
<PP&E> 6,770
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0
0
<COMMON> 8,604
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</TABLE>
