<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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(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, 1997
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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 ____________________
Commission File No 0-16913
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THE SCORE BOARD, INC.
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(Exact name of registrant as specified in its charter)
New Jersey 22-2766077
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1951 Old Cuthbert Road, Cherry Hill, New Jersey 08034
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(Address of principal executive offices)
(Zip Code)
(609) 354-9000
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(Registrant's telephone number, including area code)
Fiscal year end has been changed from January 31st to December 31st
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(Former name, former address and former fiscal year, if changed since last
report)
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
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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.
The number of shares outstanding on March 31, 1997 was 14,689,142.
Total No. of Pages: 9
Exhibit Index: Page 8
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THE SCORE BOARD, INC.
INDEX
<TABLE>
<CAPTION>
PART I FINANCIAL INFORMATION
<S> <C> <C>
Item 1. Financial Statements
Consolidated Balance Sheet as of
March 31, 1997 (Unaudited) and
December 31, 1996 3
Consolidated Statements of Operations
For the Three Months Ended
March 31, 1997 and April 30, 1996 (Unaudited) 4
Consolidated Statements of Cash Flow
For the Three Months Ended March 31,
1997 and April 30, 1996 (Unaudited) 5
Notes to Consolidated Financial
Statements (Unaudited) 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations. 7-8
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 8
Signature Page 8
</TABLE>
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THE SCORE BOARD, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
ASSETS
MARCH 31, DECEMBER 31,
1997 1996
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(UNAUDITED)
<S> <C> <C>
CURRENT ASSETS:
Cash $ 56,000 $ 470,000
Accounts receivable, net of reserve for returns and doubtful
accounts of $2,800,000 and $3,200,000 5,444,000 6,157,000
Inventories 10,608,000 10,250,000
Prepaid expenses 718,000 741,000
Prepaid contracts 248,000 269,000
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Total current assets 17,074,000 17,887,000
FIXED ASSETS, net 1,417,000 1,578,000
INTANGIBLE AND OTHER ASSETS, net 687,000 815,000
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$ 19,178,000 $ 20,280,000
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<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
<S> <C> <C>
CURRENT LIABILITIES:
Bank indebetedness $ 6,296,000 $ 6,743,000
Accounts payable 8,332,000 6,749,000
Accrued liabilities 3,376,000 4,080,000
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Total current liabilities 18,004,000 17,572,000
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SUBORDINATED DEBENTURES 4,000,000 4,000,000
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COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock - $.01 par value, authorized
10,000,000 shares; none issued -- --
Common stock - $.01 par value, authorized
30,000,000 shares; issued 14,689,142 shares at
March 31, 1997 and December 31, 1996 147,000 147,000
Additional paid-in capital 29,427,000 29,427,000
Accumulated deficit (32,400,000) (30,866,000)
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Total stockholders' equity (deficit) (2,826,000) (1,292,000)
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$ 19,178,000 $ 20,280,000
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</TABLE>
The accompanying notes are an integral part of these statements.
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THE SCORE BOARD, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
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MARCH 31, 1997 APRIL 30, 1996
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<S> <C> <C>
NET SALES $ 11,182,000 $ 14,167,000
COST OF GOODS SOLD 7,532,000 10,612,000
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GROSS PROFIT 3,650,000 3,555,000
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SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES 4,928,000 5,098,000
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NET LOSS FROM OPERATIONS (1,278,000) (1,543,000)
INTEREST EXPENSE 256,000 519,000
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NET LOSS BEFORE INCOME TAXES (1,534,000) (2,062,000)
INCOME TAXES (BENEFIT) - -
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NET LOSS $ (1,534,000) $ (2,062,000)
============== ==============
NET LOSS PER SHARE $ (0.10) $ (0.17)
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WEIGHTED AVERAGE SHARES
OUTSTANDING 14,689,000 11,826,000
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</TABLE>
The accompanying notes are an integral part of these statements.
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THE SCORE BOARD, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
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MARCH 31, 1997 APRIL 30, 1996
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<S> <C> <C>
OPERATING ACTIVITIES:
Net loss $(1,534,000) $(2,062,000)
Adjustments to reconcile net loss to
net cash provided by operating activities:
Cash used in restructuring (43,000) 259,000
Depreciation 196,000 382,000
Provision for doubtful accounts and reserve for returns (451,000) (350,000)
Amortization of intangible assets 53,000 248,000
Changes in operating assets and liabilities:
Accounts receivable 1,164,000 4,280,000
Inventories (358,000) 1,543,000
Prepaid expenses and contracts 44,000 16,000
Other assets 75,000 (306,000)
Accounts payable 1,583,000 (1,655,000)
Accrued liabilities (626,000) (555,000)
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Net cash provided by operating activities 103,000 1,800,000
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INVESTING ACTIVITIES:
Purchases of fixed assets (35,000) (212,000)
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FINANCING ACTIVITIES:
Net repayments of bank indebtedness (447,000) (1,616,000)
Proceeds from the exercise of stock options -- 53,000
Payments of capital lease obligations (35,000) (47,000)
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Net cash used in financing activities (482,000) (1,610,000)
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NET DECREASE IN CASH (414,000) (22,000)
CASH, BEGINNING OF PERIOD 470,000 142,000
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CASH, END OF PERIOD $ 56,000 $ 120,000
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SUPPLEMENTARY DISCLOSURE OF
CASH FLOW INFORMATION:
Cash paid for interest $ 350,000 $ 605,000
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</TABLE>
The accompanying notes are an integral part of these statements.
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THE SCORE BOARD, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PREPARATION
The financial information furnished herein includes, in the opinion of
management, all adjustments (only consisting of normal recurring accruals)
necessary for a fair presentation of financial position as of March 31, 1997 and
the results of operations and cash flow for the three months ended March 31,
1997 and April 30, 1996.
2. CHANGE IN REPORTING PERIOD
In December 1996, the Company changed its fiscal year end from January 31st to
December 31st, making the first quarter of the current reporting year end on
March 31st, as compared to the prior year quarter which ended on April 30th.
3. NET LOSS PER SHARE
Net loss per share is based on the weighted average number of shares of common
stock and common stock equivalents outstanding during the respective periods.
Common stock equivalents are not considered in the calculation of net loss per
share since they would be antidilutive.
4. BANK INDEBTEDNESS
The Company has a three-year revolving credit facility with Congress Financial
Corporation which expires in July 1998. Borrowings under the facility are
available up to $12,000,000, subject to availability, based on eligible accounts
receivable and inventories, as defined. Interest is charged at prime plus 2%.
The facility is secured by essentially all of the Company's assets and subject
to financial and non-financial covenants. The available credit, based on
collateral at March 31, 1997, was $7,227,000, of which $6,296,000 was
outstanding.
5. LITIGATION
On February 14, 1995, Upper Deck Authenticated, Ltd. ("UDA") filed suit against
the Company and three unaffiliated entities in the United States District Court
for the Southern District of California alleging, among other things, that the
Company had engaged in unfair competition and violated UDA's right to use the
indicia of certain athletes on sports memorabilia and collectibles. The Company
has responded to UDA's suit by denying all wrongdoing and filing its own claims
against UDA, Upper Deck Company and their president, charging them with unfair
competition, defamation and tortious interference with current and prospective
contractual relations. The Company provided a $500,000 reserve at January 31,
1996 for estimated legal fees related to this suit, as management plans to
vigorously defend these actions. The Company does not expect the outcome of
these actions to have a material adverse effect on its financial position or
results of operations.
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Item 2. Management's Discussion and Analysis of Financial Condition and Results
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of Operations.
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Results of Operations
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Quarter Ended March 31, 1997 Compared to Quarter Ended April 30, 1996.
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Following is a comparison of sales by major product category :
<TABLE>
<CAPTION>
THREE MONTHS ENDED
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March 31, 1997 April 30, 1996
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<S> <C> <C>
Trading Cards $ 4,057,000 $ 2,767,000
Memorabilia 4,996,000 7,774,000
Phone Cards 784,000 2,728,000
Other 1,345,000 925,000
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$11,182,000 $14,167,000
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</TABLE>
The decrease in net sales was primarily due to lower sales of memorabilia and
prepaid telephone calling cards. The decrease in memorabilia sales primarily
relates to the loss of a large retail account. The decline in sales of prepaid
calling cards was due to a decrease in demand for collectible calling cards
and the timing of shipment of utility-based calling card products. These
decreases were partially offset by increases in trading card sales resulting
from the release of new trading card products, and increases in other sales
resulting from additional sublicensing revenues.
Despite the decrease in revenues, the Company's gross profit remained relatively
constant, with margins increasing from 25% to 33%. The increase in gross margins
was primarily due to the increase in sublicensing revenues, which have minimal
associated costs, and the Company's continued focus on controlling costs and
increasing margins.
The Company's selling expenses increased ($2,338,000 in 1997 as compared to
$1,962,000 in 1996) while general and administrative expenses declined
($2,590,000 in 1997 as compared to $3,136,000 in 1996). While the Company's
variable selling expenses, such as royalties and commissions, declined due to
lower revenues, such decreases were offset by increases in advertising
expenditures and costs associated with the Company's product redemption
programs. General and administrative expenses, such as payroll and general
operating expenses, decreased as a result of the Company's expense control
program.
Liquidity and Capital Resources
The Company generated $103,000 in cash flow from operations primarily due to
decreases in accounts receivable and increases in accounts payable. These
sources of cash were offset by the net loss from operations. Accounts receivable
decreased primarily due to increased cash collections and returns. Accounts
payable increased due to increases in purchasing and timing of payments.
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The Company has a three year revolving credit facility from Congress Financial
Corporation (the "Bank") which expires in July 1998. Borrowings under the
facility are available up to $12,000,000, subject to availability, based on
eligible inventory and accounts receivable, as defined. Interest is charged at
prime rate plus 2%. The facility is secured by essentially all of the Company's
assets. At May 13, 1997, the outstanding balance of $4,889,000, was the maximum
credit available.
The Company has incurred significant losses during each of the past three fiscal
years and during the three months ended March 31, 1997. Total stockholders
equity has decreased to a deficit of $2,826,000, and the Company had negative
working capital of $930,000 at March 31, 1997. These conditions raise
substantial doubt about the Company's ability to continue as a going concern.
The Company's continued existence is dependent upon its ability to attain
satisfactory levels of future cash flows from profitable operations, and the
ability to meet covenant requirements of the Bank.
Part II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
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(a) Exhibits
(27) Financial Data Schedule
(b) The Company has not filed any reports on Form 8-K during the quarter for
which this report is being filed.
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.
THE SCORE BOARD, INC.
Date: May 15, 1997 By: /s/ Ken Goldin
----------------
Ken Goldin, Chairman and
Chief Executive Officer
Date: May 15, 1997 By: /s/ Michael D. Hoppman
------------------------
Michael D. Hoppman,
Vice President, Finance
-8-
<TABLE> <S> <C>
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<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS AND CONSOLIDATED STATEMENTS OF OPERATIONS AS OF, AND
FOR THE THREE MONTHS ENDED MARCH 31, 1997, AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 56
<SECURITIES> 0
<RECEIVABLES> 8,244
<ALLOWANCES> 2,800
<INVENTORY> 10,608
<CURRENT-ASSETS> 17,074
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 19,178
<CURRENT-LIABILITIES> 18,004
<BONDS> 0
0
0
<COMMON> 147
<OTHER-SE> (2,973)
<TOTAL-LIABILITY-AND-EQUITY> 19,178
<SALES> 11,182
<TOTAL-REVENUES> 11,182
<CGS> 7,532
<TOTAL-COSTS> 7,532
<OTHER-EXPENSES> 4,928
<LOSS-PROVISION> 48
<INTEREST-EXPENSE> 256
<INCOME-PRETAX> (1,534)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,534)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,534)
<EPS-PRIMARY> (.10)
<EPS-DILUTED> (.10)
</TABLE>
