<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997
-------------------------------------------------
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
-----------------------------------------------------------
THE SCORE BOARD, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
New Jersey 22-2766077
- ----------------------------------- -------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1951 Old Cuthbert Road, Cherry Hill, New Jersey 08034
- --------------------------------------------------------------------------------
(Address of principal executive offices)
(Zip Code)
(609) 354-9000
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
Fiscal year end has been changed from January 31st to December 31st
(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
--- ---
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 November 12, 1997 was 14,689,142.
Total No. of Pages: 9
Exhibit Index: Page 0
<PAGE>
THE SCORE BOARD, INC.
INDEX
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets as of
September 30, 1997 (Unaudited) and
December 31, 1996 3
Consolidated Statements of Operations (Unaudited)
for the Three and Nine Months Ended
September 30, 1997 and October 31, 1996 4
Consolidated Statements of Cash Flows (Unaudited)
For the Nine Months Ended September 30,
1997 and October 31, 1996 5
Notes to Consolidated Financial
Statements (Unaudited) 6-7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations. 7-9
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 9
Signature Page 9
-2-
<PAGE>
The Score Board, Inc. and Subsidiaries
Consolidated Balance Sheets
<TABLE>
<CAPTION>
(Unaudited)
September 30, December 31,
1997 1996
-------------- -------------
<S> <C> <C>
ASSETS
Current assets:
Cash $ 495,000 $ 470,000
Accounts receivable, net of reserve for returns and doubtful
accounts of $2,500,000 and $3,200,000 11,707,000 6,157,000
Inventories 8,987,000 10,250,000
Prepaid expenses and other 992,000 741,000
Prepaid contracts 242,000 269,000
------------ ------------
Total current assets 22,423,000 17,887,000
Fixed assets, net 1,076,000 1,578,000
Intangible and other assets, net 510,000 815,000
------------ ------------
$ 24,009,000 $ 20,280,000
============ ============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Bank indebtedness $ 7,746,000 $ 6,743,000
Accounts payable 10,510,000 6,749,000
Accrued expenses 4,691,000 4,080,000
------------ ------------
Total current liabilities 22,947,000 17,572,000
Subordinated debentures 4,000,000 4,000,000
Stockholders' deficit:
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 147,000 147,000
Additional paid in capital 29,427,000 29,427,000
Accumulated deficit (32,512,000) (30,866,000)
------------ ------------
Total stockholders' deficit (2,938,000) (1,292,000)
------------ ------------
$24,009,000 $20,280,000
============ ============
</TABLE>
The accompanying notes are an integral part of these statements.
-3-
<PAGE>
The Score Board, Inc. and Subsidiaries
Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30, October 31, September 30, October 31,
1997 1996 1997 1996
------------- ----------- -------------- --------------
<S> <C> <C> <C> <C>
Net Sales $13,328,000 $14,567,000 $38,965,000 $ 38,277,000
Cost of goods sold 7,861,000 8,854,000 25,103,000 33,808,000
----------- ----------- ----------- ------------
Gross profit 5,467,000 5,713,000 13,862,000 4,469,000
Selling, general and administrative
expenses 4,622,000 4,806,000 14,703,000 16,742,000
----------- ----------- ----------- ------------
Income (loss) from operations 845,000 907,000 (841,000) (12,273,000)
Interest expense 296,000 307,000 805,000 1,153,000
----------- ----------- ----------- ------------
Income (loss) before income taxes
and extraordinary gain 549,000 600,000 (1,646,000) (13,426,000)
Income taxes - - - -
----------- ----------- ----------- ------------
Income (loss) before
extraordinary gain 549,000 600,000 (1,646,000) (13,426,000)
Extraordinary gain resulting from
early extinguishment of debt - - - 954,000
----------- ----------- ----------- ------------
Net income (loss) $ 549,000 $ 600,000 $(1,646,000) $(12,472,000)
=========== =========== =========== ============
Income (loss) per share before
extraordinary gain $ 0.04 $ 0.05 $ (0.11) $ (1.07)
=========== =========== =========== ============
Net income (loss) per share $ 0.04 $ 0.05 $ (0.11) $ (1.00)
=========== =========== =========== ============
Weighted average shares
outstanding 14,689,000 12,807,000 14,689,000 12,505,000
=========== =========== =========== ============
</TABLE>
The accompanying notes are an integral part of these statements.
-4-
<PAGE>
The Score Board, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Nine Months ended
September 30, October 31,
1997 1996
-------------- -------------
<S> <C> <C>
Operating activities:
Net loss $(1,646,000) $(12,472,000)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Cash used in restructuring - (359,000)
Depreciation 542,000 1,094,000
Provision for doubtful accounts and reserve for returns (591,000) 657,000
Amortization of intangible assets 160,000 602,000
Gain on early extinguishment of debt - (954,000)
Changes in operating assets and liabilities:
Accounts receivable (4,959,000) 4,735,000
Inventories 1,263,000 4,423,000
Prepaid expenses and contracts (224,000) 3,258,000
Income tax receivable - 514,000
Other assets 145,000 29,000
Accounts payable 3,761,000 2,082,000
Accrued expenses 664,000 238,000
----------- ------------
Net cash provided by (used in) operations (885,000) 3,847,000
----------- ------------
Investing activities:
Purchases of fixed assets (40,000) (1,222,000)
----------- ------------
Financing activities:
Net borrowings (repayments) of bank indebtedness 1,003,000 (2,919,000)
Proceeds from the exercise of stock options - 314,000
Payments of capital lease obligations (53,000) (113,000)
----------- ------------
Net cash provided by (used in) financing activities 950,000 (2,718,000)
----------- ------------
Net increase (decrease) in cash 25,000 (93,000)
Cash, beginning of period 470,000 142,000
----------- ------------
Cash, end of period $ 495,000 $ 49,000
=========== ============
Supplementary disclosure of cash flow information:
Cash paid for interest $ 883,000 $ 1,263,000
=========== ============
Cash received for income taxes $ - $ 602,000
=========== ============
</TABLE>
The accompanying notes are an integral part of these statements.
-5-
<PAGE>
THE SCORE BOARD, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PREPARATION
The unaudited consolidated 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
September 30, 1997 and the results of operations and cash flows for the three
and nine months ended September 30, 1997 and October 31, 1996, respectively. The
results of operations for the period ended September 30, 1997 are not
necessarily indicative of the results to be expected for the full year. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
omitted. It is suggested that these consolidated financial statements be read in
conjunction with the financial statements and notes thereto included in the
Company's audited financial statements for the eleven month period ended
December 31, 1996, which is included in its Form 10-K filed in April 1997.
2. CHANGE IN REPORTING PERIOD
In December 1996, the Company changed its fiscal year end from January 31st to
December 31st, making the third quarter of the current reporting year end on
September 30th, as compared to the prior year quarter which ended on October
31st.
3. NET INCOME (LOSS) PER SHARE
Net income (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 earnings per share
calculations, as the impact is immaterial.
4. NEW ACCOUNTING PRONOUNCEMENT
In February 1997, the Financial Accounting Standards Board issued Statements of
Financial Accounting Standards No. 128 ("SFAS No. 128"), "Earnings Per Share."
SFAS No. 128 is designed to improve the earnings per share information provided
in financial statements by simplifying the existing computational guidelines,
revising the disclosure requirements and increasing comparability of earnings
per share data on an international basis. This pronouncement is effective for
periods beginning after December 15, 1997, and is not expected to have a
material impact on the Company's reported earnings per share.
5. BANK INDEBTEDNESS
The Company has a revolving credit facility with Congress Financial Corporation
which expires in July 1998. Total 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
September 30, 1997, was $9,212,000, of which $7,746,000 was outstanding. The
Company was in compliance with its covenants as of September 30, 1997.
-6-
<PAGE>
6. EARLY EXTINGUISHMENT OF SUBORDINATED DEBT
On May 28, 1996, one of the holders of the Company's convertible subordinated
debentures exchanged $3,500,000 and $3,000,000 in principal amount of the
subordinated debentures, due September 1, 2002 and February 1, 2003,
respectively, for 912,000 shares of the Company's Common Stock. The early
retirement of the debentures resulted in a one-time extraordinary pretax gain of
approximately $954,000, or $0.075 per share.
On October 28, 1997, the Company purchased and retired its remaining $4,000,000
in principal amount convertible, subordinated debentures, due September 1, 2002,
for $2,300,000. The early retirement will result in an extraordinary pretax gain
of approximately $1,700,000 in the Company's 1997 fourth quarter.
7. FRONTIER CORPORATION TERMINATION OF AGREEMENTS
On October 20, 1997, the Company reached an agreement with Frontier Corporation
("Frontier") to terminate the distribution and telecommunication service
agreements between the companies relating to prepaid telephone calling cards. To
resolve various mutual obligations to produce and distribute calling card
products and to address outstanding issues relating to usage of
telecommunication services, Frontier paid the Company $5,400,000, and each party
forgave outstanding trade receivables and related accounts. As a result of the
agreement, the Company will record a net gain estimated to be $5,500,000 in its
1997 fourth quarter.
Item 2. Management's Discussion and Analysis of Financial Condition and
- -------------------------------------------------------------------------
Results of Operation.
- ---------------------
Results of Operation
- --------------------
Three Months Ended September 30, 1997 Compared to The Three Months Ended October
- --------------------------------------------------------------------------------
31, 1996.
- ---------
Following is a comparison of net sales by major product category:
<TABLE>
<CAPTION>
THREE MONTHS ENDED
------------------------------------
September 30, 1997 October 31, 1996
------------------------------------
<S> <C> <C>
Trading Cards $ 6,902,000 $ 5,750,000
Memorabilia 5,288,000 5,376,000
Phone Cards 150,000 2,519,000
Other 988,000 922,000
----------- -----------
$13,328,000 $14,567,000
=========== ===========
</TABLE>
The decrease in net sales was primarily due to a reduction in sales of prepaid
telephone calling cards and, was partially offset by an increase in trading
cards. The prior period results included a football calling card program that
was not repeated in the current year and sales of products relating to a well
received baseball World Series. World Series product sales will occur in the
fourth quarter of 1997 due to the Company's change in fiscal year. Trading card
sales increased due to special issues and programs developed during the current
period.
-7-
<PAGE>
The decrease in gross profit from $5,713,000 for the three months ended October
31, 1996 to $5,467,000 for the three months ended September 30, 1997 was
primarily the result of lower sales between periods, and was partially offset by
improved margins in the current year due to favorable product mix and returns
experience.
The Company's selling, general and administrative expenses decreased from
$4,806,000 in 1996 to $4,622,000 in 1997 as a result of the Company's continuing
cost control program.
Interest expense was relatively unchanged, totaling $296,000 for the three
months ended September 30, 1997 compared to $307,000 for the three months ended
October 31, 1996.
Nine Months Ended September 30, 1997 Compared to Nine Months Ended October 31,
- ------------------------------------------------------------------------------
1996
- ----
Following is a comparison of net sales by major product category:
<TABLE>
<CAPTION>
NINE MONTHS ENDED
------------------------------------
September 30, 1997 October 31, 1996
------------------------------------
<S> <C> <C>
Trading Cards $15,893,000 $11,790,000
Memorabilia 14,435,000 15,748,000
Phone Cards 4,822,000 8,167,000
Other 3,815,000 2,572,000
----------- -----------
$38,965,000 $38,277,000
=========== ===========
</TABLE>
Net sales for the nine month period of the current year had a nominal increase
over the prior period. Trading card sales increased due to an increase in
product releases and special programs compared to the prior period and favorable
consumer response. Increased sales of trading cards through other channels of
distribution, primarily sales via television outlets, also contributed to the
increase. Calling card sales were lower due to programs run in the prior period
that were not repeated in the current period.
The gross profit increase is primarily the result of certain charges taken by
the Company in 1996 related to inventory reserves, player contracts and returns.
In addition, favorable product mix in 1997 contributed to improved margins.
Selling, general and administrative expenses were lower than the previous year
due to the Company's cost control program noted above.
Interest expense decreased $349,000 primarily as a result of the early
retirement of certain subordinated debentures in May 1996.
Liquidity and Capital Resources
The Company used $885,000 of cash in operations in the nine months ended
September 30, 1997, primarily due to an increase in trade accounts receivable,
and was partially offset by a decrease in inventories and increased payables.
Trade accounts receivable increased primarily due to the timing of sales at the
end of the quarter. Inventories decreased due to sales of slow moving items and
reduced production levels. Accounts payable increased due to the timing of
payments.
-8-
<PAGE>
The Company has a three year revolving credit facility from Congress Financial
Corporation (the "Bank") which expires in July 1998. Total borrowings under the
facility are $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 November
12, 1997, the outstanding balance was $5,676,000. The maximum credit available
was $6,754,000.
The $5,400,000 proceeds from the termination of the Company's agreements with
Frontier Corporation (see footnote 7 to the financial statements) were used to
extinguish the Company's remaining $4,000,000, convertible, subordinated
debentures for $2,300,000 (see footnote 6 to the financial statements) and to
reduce accounts payable and accrued expense levels.
The Company has incurred significant losses during each of the past three fiscal
years and during the nine months ended September 30, 1997. Total stockholders'
deficit has increased to a deficit of $2,938,000, and the Company had negative
working capital of $524,000 at September 30, 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.
- ----------------------------------------
(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: November 14, 1997 By: /s/John F. White
-----------------
Chief Operating Officer
Date: November 14, 1997 By: /s/Kenneth A. Marrama
----------------------
Vice President Finance
-9-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-Q
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1997
<PERIOD-START> JUL-01-1997 JAN-01-1997
<PERIOD-END> SEP-30-1997 SEP-30-1997
<CASH> 0 495
<SECURITIES> 0 0
<RECEIVABLES> 0 14,207
<ALLOWANCES> 0 (2,500)
<INVENTORY> 0 8,987
<CURRENT-ASSETS> 0 22,423
<PP&E> 0 1,076
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 0 24,009
<CURRENT-LIABILITIES> 0 22,947
<BONDS> 0 4,000
0 0
0 0
<COMMON> 0 147
<OTHER-SE> 0 29,427
<TOTAL-LIABILITY-AND-EQUITY> 0 24,009
<SALES> 13,328 38,965
<TOTAL-REVENUES> 13,328 38,965
<CGS> 7,861 25,103
<TOTAL-COSTS> 4,622 14,703
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 296 805
<INCOME-PRETAX> 549 (1,646)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> 549 (1,646)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 549 (1,646)
<EPS-PRIMARY> 0.04 (0.11)
<EPS-DILUTED> 0 0
</TABLE>
