<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark one)
[x] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
FOR THE QUARTER ENDED SEPTEMBER 30, 1998
OR
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
COMMISSION FILE NUMBER: 0-17293
COLLEGIATE PACIFIC, INC.
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 22-2795073
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
13950 SENLAC DR., #200
DALLAS, TEXAS 75234
(Address of principal executive offices)
TELEPHONE NUMBER (972) 243-8100
(Registrant's telephone number, including area code)
- --------------------------------------------------------------------------------
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 [ ]
As of October 31, 1998, there were 17,041,833 shares of the
Registrant's Common Stock, with a par value of $0.01 per share, outstanding.
<PAGE> 2
COLLEGIATE PACIFIC, INC.
INDEX
<TABLE>
<CAPTION>
Page
--------
<S> <C> <C>
PART I - FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Condensed Consolidated Statements of Operations 3
Three months ended September 30, 1998 and 1997 (Unaudited)
Condensed Consolidated Balance Sheets 4
September 30, 1998 (Unaudited) and June 30, 1998
Condensed Consolidated Statements of Cash Flows 5
Three months ended September 30, 1998 and 1997 (Unaudited)
Notes to Condensed Consolidated Financial Statements (Unaudited) 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS 8
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS 11
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 11
SIGNATURES 11
</TABLE>
2
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
COLLEGIATE PACIFIC, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three months ended Three months ended
September 30, 1998 September 30, 1997
------------------- ------------------
<S> <C> <C>
Revenues $ 1,359,988 $ 232,835
Cost of sales 924,245 155,863
------------ ------------
Gross profit 435,743 76,972
Selling, general and administrative expenses 478,320 223,372
------------ ------------
Loss from operations (42,577) (146,400)
Other income (expenses)
Interest expense - shareholder (23,179) (19,352)
Interest and other income, net 2,131 2,913
------------ ------------
Loss before income taxes (63,625) (162,839)
Provision for income taxes -- --
------------ ------------
Net loss $ (63,625) $ (162,839)
============ ============
Net loss per share (basic and diluted) $ (0.00) $ (0.01)
============ ============
Weighted average shares of common stock used
in computing net loss per share (basic and diluted) 17,024,525 17,016,833
============ ============
</TABLE>
See accompanying notes to these consolidated financial statements.
3
<PAGE> 4
COLLEGIATE PACIFIC, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
September 30, 1998 June 30, 1998
------------------ -------------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents $ 223,501 $ 514,494
Accounts receivable, net of the allowance for
doubtful accounts of $15,743 and $13,243 636,125 685,974
Inventories 2,205,927 2,149,020
Prepaid expenses and other assets 52,987 40,064
----------- -----------
Total current assets 3,118,540 3,389,552
----------- -----------
Property and equipment 173,297 173,297
Less accumulated depreciation (55,735) (52,671)
----------- -----------
117,562 120,626
Other assets
License agreements (net of accumulated
amortization of $21,713 and $12,408 269,953 279,258
Goodwill, net of accumulated amortization
of $16,698 and $7,590 535,048 544,156
Other assets, net 51,232 54,552
----------- -----------
$ 4,092,335 $ 4,388,144
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable $ 284,171 $ 552,618
Accrued interest - shareholder 168,345 145,165
Accrued expenses 30,058 46,901
Other current liabilities 27,456 54,965
Note payable - shareholder 805,855 754,671
----------- -----------
Total current liabilities 1,315,885 1,554,320
----------- -----------
Deferred rent 4,400 4,400
Stockholders' equity
Common stock, $.01 par value; authorized
20,000,000 shares; 17,016,833 shares
issued and outstanding 170,418 170,168
Additional paid-in capital 3,326,804 3,320,804
Accumulated deficit (693,552) (629,928)
----------- -----------
2,803,670 2,861,044
Less notes receivable from stockholders (31,620) (31,620)
----------- -----------
Total stockholders' equity 2,772,050 2,829,424
----------- -----------
$ 4,092,335 $ 4,388,144
=========== ===========
</TABLE>
See accompanying notes to these consolidated financial statements.
4
<PAGE> 5
COLLEGIATE PACIFIC, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Three months ended Three months ended
September 30, 1998 September 30, 1997
------------------ ------------------
<S> <C> <C>
Operating activities
Net loss $ (63,625) $(162,839)
Adjustments to reconcile net loss to net cash provided (used) by
operating activities:
Depreciation and amortization 24,797 3,522
Changes in operating assets and liabilities (359,573) (74,354)
--------- ---------
Net cash provided (used) by operating activities (398,401) (233,671)
--------- ---------
Investing activities
Purchase of property and equipment (2,517) (1,638)
--------- ---------
Net cash provided (used) by investing activities (2,517) (1,638)
--------- ---------
Financing activities
Proceeds from issuance of common stock 58,742 --
Proceeds from long-term debt 51,183 110,000
--------- ---------
Net cash provided (used) in financing activities 109,925 110,000
--------- ---------
Net increase (decrease) in cash and cash equivalents (290,993) (125,309)
Cash and cash equivalents at beginning of period 514,494 638,011
--------- ---------
Cash and cash equivalents at end of period $ 223,501 $ 512,702
========= =========
Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ -- $ --
========= =========
</TABLE>
See accompanying notes to these consolidated financial statements.
5
<PAGE> 6
COLLEGIATE PACIFIC, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - GENERAL AND BACKGROUND
The accompanying unaudited condensed consolidated financial statements have
been prepare in accordance with generally accepted accounting principles
("GAAP") for interim financial information. Accordingly, they do not include
all of the information and footnotes required by GAAP for complete financial
statements. The condensed consolidated financial statements for the three
month period ended September 30, 1998 and 1997 are unaudited and reflect all
adjustments which are, in the opinion of management, necessary for a fair
presentation of the financial position and operating results for the interim
period. The condensed financial statements should be read in conjunction with
the consolidated financial statements and notes thereto, for the year ended
June 30, 1998 together with management's discussion and analysis of financial
condition and results of operations, contained in the 10-KSB filed with the
Securities and Exchange Commission. The results of operations for the three
months ended September 30, 1998 are not necessarily indicative of the results
for the entire fiscal year.
The consolidated financial statements for the period ended September 30, 1998
include the accounts of Collegiate Pacific, Inc. ("CPI") and its wholly owned
subsidiaries Product Merchandising, Inc. ("PMI") and Vantage Products
International, Inc. ("VPI") (collectively referred to as the "Company"). The
consolidated financial statements for the period ended September 30, 1997
include the accounts of CPI and its wholly owned subsidiary VPI. See Note 2.
Significant intercompany accounts and transactions have been eliminated.
NOTE 2 - BUSINESS COMBINATIONS
On May 31, 1998 the Company acquired VPI by issuing 400,000 shares of its
common stock in exchange for all outstanding VPI common stock. The acquisition
was accounted for as a pooling and accordingly, the assets and liabilities and
results of operations of VPI have been included in the Company's consolidated
financial statements as if the transaction occurred on July 1, 1997.
On April 14, 1998 the Company acquired all common stock of PMI for $200,000
cash and 137,500 shares of the Company's common stock. The acquisition was
accounted for as a purchase and accordingly, the net assets and results of
operation of PMI have been included in the Company's consolidated financial
statements commencing on April 14, 1998.
Unaudited pro forma financial information for the quarter ended September 30,
1997 as though the acquisition of PMI had occurred on July 1, 1997 is as
follows:
<TABLE>
<CAPTION>
1997
--------
<S> <C>
Revenues $753,749
========
Net income $ 42,619
========
Net income per common share (basic and diluted) $ 0.00
========
</TABLE>
NOTE 3 - SHAREHOLDERS' EQUITY
On September 2, 1998, the Company issued 25,000 shares of common stock for cash
of $65,047. The stock was issued to a director upon conversion of stock
options.
NOTE 4 - NOTE PAYABLE TO STOCKHOLDER
The note payable to stockholder (also the president of the Company) is payable
on demand, uncollateralized, and bears interest at an annual rate of 12%.
Accrued interest on this note totaled $168,345 at September 30, 1998.
6
<PAGE> 7
COLLEGIATE PACIFIC, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5 - CURRENT ACCOUNTING CHANGES
In April 1998, the Accounting Standards Executive Committee of the American
Institute of Certified Public Accountants issued Statement of Position No.
98-5, "Reporting on the Costs of Start-up Activities" (SOP 98-5). SOP 98-5
will be effective for all transactions entered into by the Company subsequent
to June 30, 1999. The Company does not expect the adoption of the new
Standard to have a material impact on its financial position or results of
operations.
In June 1998, the Financial Accounting Standards Board issued Standard No. 133
"Accounting for Derivative Instruments and Hedging Activities". The Standard
establishes accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts,
(collectively referred to as derivatives) and for hedging activities. The new
Standard is effective for all fiscal quarters of all fiscal years beginning
after June 15, 1999. The Company does not expect the adoption of the new
Standard to have a material impact on its financial position or results of
operations.
7
<PAGE> 8
COLLEGIATE PACIFIC, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The Company is engaged in the national distribution of sports equipment to the
institutional and retail markets realizing the vast majority of its revenues in
response to catalog mailings and telemarketing efforts. The market for this
merchandise is estimated to consist of approximately 250,000 locations, which
have annual expenditures of some $4 billion for sports equipment. The
management of the Company has extensive experience in this business having been
the founder of several successful mail order companies in the sports equipment
industry.
On May 31, 1998 the Company acquired Vantage Products International, Inc
("VPI"). The acquisition was accounted for as a pooling and accordingly, the
assets and liabilities and results of operations of VPI have been included in
the Company's consolidated financial statements as if the transaction occurred
on July 1, 1997.
On April 14, 1998 the Company acquired all common stock of Product
Merchandising, Inc ("PMI"). The acquisition was accounted for as a purchase
and accordingly, the net assets and results of operation of PMI have been
included in the Company's consolidated financial statements commencing on April
14, 1998. The results of operations for the quarter ended September 30, 1997
do not include the operations of PMI.
This Report contains certain forward-looking statements such as the Company's
or management's intentions, hopes, beliefs, expectations, strategies,
predictions or any other variation thereof or comparable phraseology of the
Company's future activities or other future events or conditions within the
meaning of Section 27A of the Securities Act and Section 21E of the Securities
Exchange Act of 1934, as amended, which are intended to be covered by the safe
harbors created thereby. Investors are cautioned that all forward-looking
statements involve risks and uncertainty, including without limitation,
variations in quarterly results, volatility of the Company's stock price, entry
into the market of new competitors, and the sufficiency of the Company's
working capital. Although the Company believes that the assumptions underlying
the forward-looking statements contained herein are reasonable, any of the
assumptions could be inaccurate, and therefore, there can be no assurance that
the forward-looking statements included in this Report will prove to be
accurate. In light of the significant uncertainties inherent in the
forward-looking statements included herein, the inclusion of such information
should not be regarded as a representation by the Company or any other person
that the objectives and plans of the Company will be achieved.
The following discussion should be read in conjunction with the Company's Form
10-KSB and consolidated financial statements for the fiscal year ended June 30,
1998, the financial statements and related notes for the quarters ended
September 30, 1998 and 1997 found elsewhere in this report.
REVENUES
For the quarter ended September 30, 1998 the Company generated revenues of
$1,360,000 compared to $233,000 for the corresponding quarter ended September
30, 1997. Revenues for the quarter ended September 30, 1998 were $1,040,000
excluding PMI. CPI excluding VPI and PMI had revenues of $734,000 in 1998
compared to $2,000 in 1997, when CPI was completing its start up phase. As the
result of acquisitions and expanded operations, the Company anticipates that
future operations will rise from current levels.
GROSS MARGIN AND NET LOSS
The gross margin percentages were 32% and 33% for the quarter ended 1998 and
1997, respectively. The decrease in gross margins was the result of lower
product selling prices as the Company completes its start up phase which
includes the introduction of new products below traditional selling prices.
The Company anticipates that the gross margins will improve during 1999. The
loss of $64,000 for the quarter ended September 30, 1998 compares to a loss of
$164,000 for the same period last year and is consistent with the Company's
seasonality of business and internal projections and increased revenues as the
Company continues to grow internally and through acquisitions. Based on current
operations, the Company expects to achieve the majority of its revenues and
earnings from February to September of each year.
8
<PAGE> 9
COLLEGIATE PACIFIC, INC.
EXPENSES
The Company incurred selling, general and administrative ("SG&A") expenses of
$478,000 during the quarter ended September 30, 1998 compared to $ 229,000 in
the prior period. The Company expects the current ratio of selling, general
and administrative expenses to revenue to decrease as the revenue volumes
increase. PMI contributed expenses of $51,000 in 1998. The additional
increase in expenses resulted from increased in all areas due to the Company
operating in a start up phase in 1997. The majority of the increase is
advertising expense, which was $103,000 in 1998 compared to $20,000 in 1997.
Interest expense for the period amounted to $23,000. All of the interest
relates to interest payable on a note to Michael Blumenfeld, the Company's
founder and CEO.
LIQUIDITY AND SOURCES OF CAPITAL
The Company has no commercial bank debt but has recently received two proposals
from nationally recognized institutions offering to fund its future operations
and expansion and is evaluating these proposals.
Cash and cash equivalents totaled $224,000 at September 30, 1998 compared to
$513,000 at September 30, 1997. The decrease in cash was due primarily to cash
used in operations of $398,000. The cash used in operations was mainly
composed of operating losses of $64,000 and reductions in accounts payable of
$268,000. The Company generated cash from financing activities of $59,000 from
the issuance of common stock and a $51,000 increase in the shareholder note
payable, as compared to cash generated from financing activities of $110,000 in
1997, all being cash received from the increase in the shareholder note
payable.
The Company had total assets of $4,092,000 and total liabilities of $1,320,000
at September 30, 1998, with stockholders equity of $2,772,000. Current assets
totaled $3,120,000 at the end of the third quarter, providing the Company with
working capital of $1,803,000.
Longer-term cash requirements, other than normal operating expenses, are
anticipated for the enhancement of existing products, financing anticipated
growth and the possible acquisition of other businesses complimentary to the
Company's business. The Company believes that its existing cash and cash
equivalents and anticipated cash generated from operations will be sufficient
to satisfy its currently anticipated cash requirement for fiscal year 1999.
The Company's principal commitments at September 30, 1998 consisted of
obligations under operating leases for facilities.
YEAR 2000 ISSUE
The Company's assessment of its Year 2000 issues is not complete, however, the
Company has taken action to assess the nature and extent of the work required
to make its systems, products and infrastructure Year 2000 ready. The Company
intends to work toward making its internal information technology Year 2000
ready, which may include replacing or updating existing computer systems as
needed. Additionally, the Company plans to evaluate the Year 2000 readiness of
its consultants, vendors and suppliers. Where the Company determines that
critical consultants, vendors or suppliers are not Year 2000 ready, the Company
will monitor their progress and take appropriate actions. The Company believes
it is taking the necessary steps to resolve year 2000 issues and, based on
current progress and future plans, the Company believes that the Year 2000 date
change will not significantly affect the Company's ability to deliver services
to its customers on a timely basis; however, given the uncertain consequences
of failure to resolve significant year 2000 issues, there can be no assurance
that any one or more such failures would not have a material adverse effect on
the Company. The Company has not determined the cost of completing its
compliance with the Year 2000.
9
<PAGE> 10
COLLEGIATE PACIFIC, INC.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
EXHIBITS
11.1 Computation of Earnings per share
27.1 Financial Data Schedule
27.2 Restated Financial Data Schedule
REPORTS ON FORM 8-K
None
SIGNATURES
Pursuant with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
COLLEGIATE PACIFIC, INC.
By: /s/ Mike Blumenfeld Dated: November 16, 1998
--------------------------------------
Mike Blumenfeld
President and Chief Financial Officer
10
<PAGE> 11
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- --- -----------
<S> <C>
11.1 Computation of Earnings per share
27.1 Financial Data Schedule
27.2 Restated Financial Data Schedule
</TABLE>
<PAGE> 1
EXHIBIT 11.1
COMPUTATION OF EARNINGS PER SHARE
A reconciliation of basic to diluted earnings per share for the quarter ended
September 30, 1998 and 1997, is as follows:
<TABLE>
<CAPTION>
1998 1998 1997 1997
Basic Diluted Basic Diluted
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net earnings (loss) $ (63,625) $ (63,625) $ (162,839) $ (162,839)
============ ============ ============ ============
Weighted average number of
common shares outstanding
during the period 17,024,525 17,024,525 17,016,833 17,016,833
Net effect of dilutive stock options
based on the treasury stock
method at market prices -- -- -- --
------------ ------------ ------------ ------------
Shares used for computation 17,024,525 17,024,525 17,016,833 17,016,833
============ ============ ============ ============
Net earnings (loss) per share $ (0.00) $ (0.00) $ (0.01) $ (0.01)
============ ============ ============ ============
</TABLE>
As the Company incurred a net loss for the three months ended September 30,
1998 and 1997, there were no adjustments for potentially dilutive securities as
the adjustments would have been antidilutive.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM (A) THE
COMPANY'S CONSOLIDATED BALANCE SHEETS, CONSOLIDATED STATEMENTS OF OPERATIONS,
CONSOLIDATED STATEMENTS OF CASH FLOWS AS OF AND FOR THE QUARTER ENDED SEPTEMBER
30, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH (B) FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-START> JUL-01-1998
<PERIOD-END> SEP-30-1998
<CASH> 223,501
<SECURITIES> 0
<RECEIVABLES> 651,868
<ALLOWANCES> (15,743)
<INVENTORY> 2,205,927
<CURRENT-ASSETS> 3,118,540
<PP&E> 173,297
<DEPRECIATION> (55,735)
<TOTAL-ASSETS> 4,092,335
<CURRENT-LIABILITIES> 1,315,885
<BONDS> 0
0
0
<COMMON> 170,418
<OTHER-SE> 2,601,632
<TOTAL-LIABILITY-AND-EQUITY> 4,092,335
<SALES> 1,359,988
<TOTAL-REVENUES> 1,359,988
<CGS> 924,245
<TOTAL-COSTS> 478,320
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 23,179
<INCOME-PRETAX> (63,625)
<INCOME-TAX> 0
<INCOME-CONTINUING> (63,625)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (63,625)
<EPS-PRIMARY> (0.00)
<EPS-DILUTED> (0.00)
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM (A) THE
COMPANY'S CONSOLIDATED BALANCE SHEETS, CONSOLIDATED STATEMENTS OF OPERATIONS,
CONSOLIDATED STATEMENTS OF CASH FLOWS AS OF AND FOR THE QUARTER ENDED SEPTEMBER
30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH (B) FINANCIAL
STATEMENTS.
</LEGEND>
<RESTATED>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JUL-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 232,835
<TOTAL-REVENUES> 232,835
<CGS> 155,863
<TOTAL-COSTS> 155,863
<OTHER-EXPENSES> 223,372
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 19,352
<INCOME-PRETAX> (162,839)
<INCOME-TAX> 0
<INCOME-CONTINUING> (162,839)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (162,839)
<EPS-PRIMARY> (0.01)
<EPS-DILUTED> (0.01)
</TABLE>
