<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 June 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)
2545 Dunwoody Lane, Wayzata, Minnesota 55391
--------------------------------------------
(Address of principal executive offices) (Zip Code)
(612) 471-7246
--------------
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 [ ] No [ X ]
Indicate the number of shares outstanding of each of the Issuer's
classes of common stock, as of the latest practical date: 3,067,502 shares of
Common Stock (par value $0.01 per share) outstanding on September 30, 1998.
<PAGE> 2
<TABLE>
<CAPTION>
PART 1
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Concourse Corporation
Condensed Balance Sheets (Unaudited)
June 30, 1998 December 31, 1997
------------- -----------------
<S> <C> <C>
Assets
Current assets
Cash and cash equivalents $16,630 $10,537
Accounts receivable 28,596 32,835
Inventory 2,513 6,525
-------- -------
Total current assets 47,739 49,897
Equipment, furniture and
leasehold improvements 36,929 36,929
Less accumulated depreciation (36,246) (35,830)
-------- --------
TOTAL ASSETS $48,422 $50,996
Liabilities and Stockholder Equity
Current liabilities
Accounts payable 13,195 13,267
Note payable 25,000 0
Accrued expenses - employees 31,634 36,002
Accrued expenses and taxes 2,564 2,389
------ -------
TOTAL LIABILITIES $72,393 $51,658
Stockholder's equity (deficiency in assets)
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
3,067,502 issued and outstanding
June 30, 1998 30,675 27,046
Additional paid-in-capital 1,951,385 1,951,385
Retained earnings (deficit) (2,006,031) (1,979,093)
----------- -----------
TOTAL STOCKHOLDERS EQUITY (23,971) (662)
----------- -----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 48,422 $ 50,996
=========== ============
</TABLE>
2
<PAGE> 3
<TABLE>
<CAPTION>
Concourse Corporation
Condensed Statement of Income (Unaudited)
Three Months Ended Six Months Ended
----------------------------- ------------------------------
June 30, June 30, June 30, June 30,
1998 1997 1998 1997
Revenues $56,048 $19,280 $116,958 $50,250
-------- -------- --------- --------
<S> <C> <C> <C> <C>
Costs and Other Expenses:
Cost of products sold and
services rendered 43,928 8,860 89,749 16,998
Selling, general and
administrative expenses 37,240 14,698 54,147 38,492
------- ------- ------- -------
Total Costs and Expenses 81,168 23,558 143,896 55,490
------- ------- -------- -------
Operating Loss (25,120) (4,278) (26,938) (5,240)
======== ======= ======== =======
Retained Earnings
Deficit at beginning of period (1,980,910) (1,963,886) (1,979,093) (1,962,924)
Deficit at end of period (2,006,031) (1,968,164) (2,006,031) (1,968,164)
Profit (Loss) per common share ($.01) ($.00) ($.01) ($.00)
Weighted average no. of
shares outstanding 2,946,541 2,704,600 2,825,571 2,704,600
</TABLE>
3
<PAGE> 4
<TABLE>
<CAPTION>
Concourse Corporation
Cash Flows from Operating Activities (Unaudited)
Six Months Ended
June 30, 1998 June 30, 1997
------------- -------------
<S> <C> <C>
Net income (loss) $(26,938) $ (5,240)
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation 416 735
(Increase) decrease in accounts receivable 4,239 (7,989)
(Increase) decrease in inventory 4,012 1,799
Increase (decrease) in accounts payable (72) 73
Increase (decrease) in accrued expenses (4,193) 56
Net cash provided by (used in) investing
activities 0 0
Issuance (redemption) of common stock 3,629 0
Increase (decrease) in note payable 25,000 ---
------- -------
NET INCREASE (DECREASE) IN CASH 6,093 (10,566)
====== ========
Supplemental Cash Flow Information
Cash at beginning of period 10,547 16,189
Cash at end of period 16,640 5,623
Cash paid during the period for interest
or income taxes 100 100
</TABLE>
4
<PAGE> 5
Notes to Interim Financial Statements
June 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 financial position 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.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
General
Through its President, William A. Hultgren, the Company provides consulting
and training services to companies engaged in manufacturing and management
quality improvement programs. In addition, through one independent sales
representative, the Company markets 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 are derived from consulting and
training services. Until consummation of the merger described below, the Company
will continue to focus on professional consulting services, and the sale of its
SMIP product, while maintaining tight control over expenditures and conserving
working capital.
The Company and its newly formed subsidiary ("Peoples Acquisition
Corporation"), entered into an Amended and Restated Agreement and Plan of Merger
in September 1998, with The Peoples Publishing Group, Inc. ("Peoples") whereby
Peoples will be merged into the Company's subsidiary, and will be 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. Upon completion of the merger, which is expected
as of November 1, 1998, the shareholders of Peoples will own approximately 95%
of the Company's voting equity securities, and the business of the Company will
be that of Peoples. There are no assurances that the merger will be consummated.
5
<PAGE> 6
Results of Operations
Total revenues of $56,048 for the three months ending June 30, 1998,
increased by $36,768, or 191%, when compared to the same period in 1997. For the
six months ending June 30, 1998, sales of $116,958 represented a $66,708, or
133%, increase over the same six month period in 1997. Of these revenues,
$49,088 and $92,291 were generated from consulting services provided to clients
by the Company's one executive officer, in the three month and six month
periods, respectively. The increases in revenues were entirely from consulting
services, offset partially by a small 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 $35,068, or
a 396%, increase in cost of products sold and services rendered in the second
quarter of 1998, over the same quarter in 1997, and for the $72,751, or a 428%,
increase in cost of products sold and services rendered for the six month period
ended June 30, 1998 over the same period in 1997. Selling, general and
administrative expenses increased by $22,542 or 153%, in the second quarter of
1998 as compared to 1997, and by $15,655, or 41%, for the first six months of
1998 as compared to 1997, primarily as the result of legal and accounting
expenses incurred in connection with the proposed merger.
The Company had a loss of $25,120 for the quarter ended June 30, 1998,
compared to a loss of $4,278 for the comparative quarter in 1997, and a loss of
$26,938 for the six months ended June 30, 1998, as compared to $5,240 for the
same period ended June 30, 1997. The increased loss was primarily due to
approximately $20,000 of accounting and legal expenses associated with the
proposed merger, 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, which was filed with the U.S. Securities and Exchange
Commission.
Liquidity and Capital Resources
The Company's working capital deficit of $24,654 at June 30, 1998,
represents a $22,893 decrease in working capital from December 31, 1997,
primarily as the result of accounting and legal expenses associated with the
proposed merger with Peoples. Current liabilities increased from $51,658 to
$72,393, or by $20,735, primarily the result of a loan of $25,000 made to the
Company by 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. If the merger is not
consummated, and the failure to so consummate the merger is not the fault of the
Company, the $25,000 loan would be forgiven. During the remainder of 1998, and
until the consummation of the merger, the Company expects to rely on revenues
from continuing operations to fund the business. Because of the Company's low
and controlled overhead, and assuming that it will not be called upon to repay
the $25,000 loan, the Company's cash on hand should be sufficient to permit the
Company to operate for at least the next 12 months.
6
<PAGE> 7
PART 2
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
None
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: October 27, 1998 CONCOURSE CORPORATION
/s/ William A. Hultgren, President and Chief
----------------------------------------
William A. Hultgren, President and Chief
Executive Officer, and Treasurer and
Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<EXCHANGE-RATE> 1
<CASH> 16,630
<SECURITIES> 0
<RECEIVABLES> 28,596
<ALLOWANCES> 0
<INVENTORY> 2,513
<CURRENT-ASSETS> 47,739
<PP&E> 36,929
<DEPRECIATION> 36,246
<TOTAL-ASSETS> 48,422
<CURRENT-LIABILITIES> 72,393
<BONDS> 0
0
0
<COMMON> 30,675
<OTHER-SE> (54,646)
<TOTAL-LIABILITY-AND-EQUITY> 48,422
<SALES> 116,958
<TOTAL-REVENUES> 116,958
<CGS> 89,749
<TOTAL-COSTS> 89,749
<OTHER-EXPENSES> 54,147
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (26,938)
<INCOME-TAX> 0
<INCOME-CONTINUING> (26,938)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (26,938)
<EPS-PRIMARY> (.01)
<EPS-DILUTED> (.01)
</TABLE>
