<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of
1934 for the quarterly period ended September 30, 1998.
[ ] Transition Report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 (No Fee Required)
For the transition period from to .
---------- ----------
Commission File No. 2-86551C
Concourse Corporation
---------------------
(Name of small business issuer in its charter)
Minnesota 41-1368898
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
230 W. Passaic Street, Maywood, NJ 07607
----------------------------------------
(Address of principal executive offices) (Zip Code)
(201) 712-1142
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Issuer's telephone number
Indicate by check mark whether the registrant (1) filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the past 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 practical date: 3,067,512 shares of
Common Stock (par value $0.01 per share) outstanding on November 12, 1998.
<PAGE> 2
PART 1
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Concourse Corporation
Condensed Balance Sheets (Unaudited)
<TABLE>
<CAPTION>
September 30, 1998 December 31, 1997
------------------ -----------------
Assets
<S> <C> <C>
Current assets
Cash and cash equivalents $ 10,841 $ 10,537
Accounts receivable 26,632 32,835
Inventory 1,858 6,525
State Tax Receivable 200 0
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Total current assets 39,531 49,897
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Equipment, furniture and
leasehold improvements 36,929 36,929
Less accumulated depreciation (36,381) (35,830)
---------- ----------
TOTAL ASSETS $ 40,079 $ 50,996
========== ==========
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable 10,201 13,267
Note payable 25,000 0
Accrued expenses - employees 29,167 36,002
Accrued expenses and taxes 4,435 2,389
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TOTAL CURRENT LIABILITIES $68,803 $ 51,658
---------- ----------
Stockholders'deficit
Capital stock, 10,000,000 authorized;
6,000,000 designated as common stock,
par value $0.01; 2,704,600 issued and
outstanding December 31, 1997 and
3,067,512 issued and outstanding
September 30, 1998 30,675 27,046
Additional paid-in-capital 1,951,385 1,951,385
Retained earnings (deficit) (2,010,784) (1,979,093)
----------- -----------
TOTAL STOCKHOLDERS' (DEFICIT) (28,724) (662)
----------- -----------
TOTAL LIABILITIES AND
STOCKHOLDERS' (DEFICIT) $ 40,079 $ 50,996
=========== ===========
</TABLE>
<PAGE> 3
Concourse Corporation
Condensed Statements of Income (Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
------------------------------- ------------------------------
September 30 September 30 September 30 September 30
1998 1997 1998 1997
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Revenues $49,475 $72,647 $166,433 $122,897
------- ------- -------- --------
Costs and Other Expenses:
Cost of products sold and
services rendered 44,633 14,373 134,382 31,371
Selling, general and
administrative expenses 9,595 17,019 63,742 55,511
---------- ---------- ---------- ----------
Total Costs and Expenses 54,228 31,392 198,123 86,882
---------- ---------- ---------- ----------
Net Income (Loss) (4,753) 41,255 (31,691) 36,015
---------- ---------- ---------- ----------
Basic and diluted
Profit (Loss) per common share ($.00) $.02 ($.01) $.01
Retained Earnings
Deficit at beginning of period (2,006,031) (1,968,164) (1,979,093) (1,962,924)
---------- ---------- ---------- ----------
Deficit at end of period (2,010,784) (1,926,909) (2,010,784) (1,926,909)
========== ========== ========== ==========
Profit (Loss) per common share ($.00) $.02 ($.01) $.01
Weighted average no. of
shares outstanding 3,067,512 2,704,600 2,906,221 2,704,600
</TABLE>
<PAGE> 4
Concourse Corporation
Condensed Statements of Cash Flows (Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
September 30, 1998 September 30, 1997
------------------ ------------------
<S> <C> <C>
Cash Flows From Operating Activities:
Net income (loss) $(31,691) $ 36,015
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation 551 958
(Increase) decrease in accounts receivable 6,202 ( 61,792)
(Increase) decrease in inventory 4,667 2,512
(Increase) decrease in Tax Receivable (200) 0
Increase (decrease) in accounts payable (3,066) 8,900
Increase (decrease) in accrued expenses (4,788) 57
-------- --------
Net cash used by operating activities (28,325) ( 13,350)
-------- --------
Cash Flows From Financing Activities:
Issuance (redemption) of common stock 3,629 0
Increase (decrease) in note payable 25,000 0
-------- --------
Net cash provided by financing activities 28,629 ( 0)
-------- --------
NET INCREASE (DECREASE) IN CASH 304 ( 13,350)
-------- --------
Supplemental Cash Flow Information
Cash at beginning of period 10,537 16,189
-------- --------
Cash at end of period $ 10,841 $ 2,839
======== ========
Cash paid during the period for interest
or income taxes 100 100
</TABLE>
<PAGE> 5
Notes to Interim Financial Statements
(Unaudited)
September 30, 1998
NOTE 1 - Basis of Presentation
The accompanying unaudited financial statements have been prepared in
accordance with the instructions to Form 10-QSB and therefore do not include all
information and disclosures necessary for a fair presentation of results of
operations, financial position and changes in cash flows in conformity with
generally accepted accounting principles. The accompanying unaudited financial
statements contain, in the opinion of management, all adjustments (which include
only normal, recurring adjustments) necessary for a fair presentation of the
results of operations for the periods presented.
NOTE 2 - Net Income Per Share
Net income per common share is computed by dividing net income by the
number of common shares and common share equivalents outstanding.
NOTE 3 - Subsequent Events
The Company and its newly formed subsidiary ("Peoples Acquisition
Corporation"), entered into an Amended and Restated Agreement and Plan of Merger
in August 1998, with The Peoples Publishing Group, Inc. ("Peoples") whereby
Peoples was merged into the Company's subsidiary as the surviving corporation in
a transaction that was completed on November 1, 1998, and is further described
in Item 2 below. Separately, the Company approved an agreement pursuant to which
Mr. William Hultgren acquired substantially all of the Company's pre-merger
assets in a transaction which was completed on November 9, 1998.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION
General
Through its former President, William A. Hultgren, the Company provided
consulting and training services to companies engaged in manufacturing and
management quality improvement programs. In addition, through one independent
sales representative, the Company marketed a proprietary product called SMIP, in
both computer-aided and video versions, which facilitates the training of
manufacturing floor personnel in the use of statistical methods to achieve
quality control. Most of the Company's revenues were derived from consulting and
training services. Until consummation of the merger described below under
heading "Subsequent Events," the Company continued to focus on professional
consulting services, and the sale of its SMIP product.
<PAGE> 6
Results of Operations
Total revenues of $49,475 for the three months ended September 30, 1998,
decreased by $23,172, or 32%, when compared to the same period in 1997. For the
nine months ended September 30, 1998, sales of $166,433 represented a $43,536,
or 36%, increase over the same nine month period in 1997. Of these revenues,
$43,200 and $135,491 were generated from consulting services provided to clients
by the Company's one executive officer, in the three month and nine month
periods, respectively. The decrease in revenue for the three months ended
September 30, 1998 was due to a decrease in sales of the Company's training
products. The increase in revenues for the nine months ended September 30, 1998
was entirely from consulting services, offset partially by a decrease in sales
of training products during the same periods. Virtually all consulting services
revenue is passed to the Company's executive officer as compensation, accounting
for the $30,260, or a 211%, increase in cost of products sold and services
rendered in the third quarter of 1998, over the same quarter in 1997, and for
the $103,011, or a 329%, increase in cost of products sold and services rendered
for the nine month period ended September 30, 1998 over the same period in 1997.
Selling, general and administrative expenses decreased by $7,422 or 44%, in the
third quarter of 1998 as compared to 1997, and increased by $8,231 or 15%, for
the first nine months of 1998 as compared to 1997, primarily as the result of
legal and accounting expenses incurred in connection with the merger which was
completed on November 1, 1998.
The Company had a loss of $4,753 for the quarter ended September 30, 1998,
compared to income of $41,255 for the comparative quarter in 1997, and a loss of
$31,690 for the nine months ended September 30, 1998, as compared to income of
$36,015 for the same period ended September 30, 1997. The increased loss was
primarily due to an increase in cost of sales salaries and approximately $20,000
of accounting and legal expenses associated with the merger (see "Subsequent
Events" below), including expenses related to an audit of the Company's
financial records for 1995, 1996 and 1997, and the preparation of a Form 10-KSB
for those years.
Liquidity and Capital Resources
The Company's working capital deficit of $29,272 at September 30, 1998,
represents a $27,511 decrease in working capital from December 31, 1997,
primarily as the result of accounting and legal expenses associated with the
merger (see "Subsequent Events" below). Current liabilities increased from
$51,658 to $68,803, or by $17,145, primarily the result of a loan of $25,000
made to the Company by The Peoples Publishing Group, Inc. ("Peoples"). The
proceeds of the loan from Peoples were used primarily to pay for audit and legal
costs associated with filing the Company's Form 10-KSB report for 1995, 1996 and
1997, and to offset other costs associated with preparing the Company for a
merger with Peoples. Until the consummation of the merger on November 1, 1998,
the Company relied on revenues from continuing operations to fund its business.
Subsequent Events
The Company and its newly formed subsidiary ("Peoples Acquisition
Corporation"), entered into an Amended and Restated Agreement and Plan of Merger
in August 1998, with Peoples whereby Peoples was merged into the Company's
subsidiary as the surviving corporation. Peoples, with principal offices in
Maywood, New Jersey, is engaged primarily in the publishing of books for use in
elementary and secondary schools, grades K through 12. The closing of the merger
occurred on November 1, 1998. As a result, the former shareholders of Peoples
now own
<PAGE> 7
approximately 95% of the Company's voting equity securities, and the business of
the Company consists solely of the business of Peoples. Concurrently with the
filing of this Form 10-QSB, the Company is filing a Current Report on Form 8-K
which describes the merger and the business of Peoples in more detail.
PART 2
OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibit 27. Financial Data Schedule
7
<PAGE> 8
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of
1934, the Registrant has caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: November 16, 1998 CONCOURSE CORPORATION
By: /s/ James J. Peoples
-------------------------------------------
James J. Peoples, Chairman, President and Chief
Executive Officer
8
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> SEP-30-1998
<CASH> 10,841
<SECURITIES> 0
<RECEIVABLES> 26,832
<ALLOWANCES> 0
<INVENTORY> 1,858
<CURRENT-ASSETS> 39,531
<PP&E> 36,929
<DEPRECIATION> 36,381
<TOTAL-ASSETS> 40,079
<CURRENT-LIABILITIES> 68,803
<BONDS> 0
0
0
<COMMON> 30,675
<OTHER-SE> (59,399)
<TOTAL-LIABILITY-AND-EQUITY> 40,079
<SALES> 166,433
<TOTAL-REVENUES> 166,433
<CGS> 134,382
<TOTAL-COSTS> 134,382
<OTHER-EXPENSES> 63,472
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (31,691)
<INCOME-TAX> 0
<INCOME-CONTINUING> (31,691)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (31,691)
<EPS-PRIMARY> (.01)
<EPS-DILUTED> (.01)
</TABLE>
