<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED September 30, 1999
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)
Delaware 22-2795073
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
13950 SENLAC DR., #200
DALLAS, TEXAS 75234
(Address of principal executive offices)
TELEPHONE NUMBER (972) 243-8100
(Registrant's telephone number, including area code)
Securities Registered Pursuant to Section 12(b) of the Act:
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 requirements for
the past 90 days.
YES [X] NO [ ]
As of November 10, 1999, there were 17,341,833 shares of the Registrant's Common
Stock, with a par value of $0.01 par share, outstanding.
1
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COLLEGIATE PACIFIC, INC.
INDEX
<TABLE>
<CAPTION>
Page
----
PART I - FINANCIAL INFORMATION
<S> <C>
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:
Condensed Consolidated Balance Sheets - September 30, 1999 (Unaudited) and June 30, 1999 3
Condensed Consolidated Statements of Operations - Three months ended September 30, 1999 4
and 1998 (Unaudited)
Condensed Consolidated Statements of Cash Flows - Three months ended September 30, 1999 5
and 1998 (Unaudited)
Notes to Condensed Consolidated Financial Statements (Unaudited) 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF 7
OPERATIONS
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS 9
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 9
SIGNATURES 10
</TABLE>
2
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COLLEGIATE PACIFIC, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
September 30, 1999 June 30, 1999
------------------ -------------
(Unaudited)
ASSETS
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 83,183 $ 518,844
Accounts receivable, net of the allowance for doubtful accounts of $46,306
and $38,806, respectively 798,545 1,142,708
Inventories 2,444,287 1,843,820
Prepaid expenses and other assets 188,294 23,581
----------- -----------
Total Current Assets 3,514,309 3,528,953
PROPERTY AND EQUIPMENT 261,806 249,370
Less accumulated depreciation (108,661) (98,785)
----------- -----------
153,145 150,585
OTHER ASSETS
License agreements, net of accumulated amortization of $60,331 and
$50,030, respectively 243,285 253,586
Cost in excess of net tangible assets acquired, net of accumulated
amortization of $51,069 and $42,373, respectively 500,678 509,373
Other assets, net 54,523 54,409
----------- -----------
$ 4,465,940 $ 4,496,906
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 234,003 $ 537,056
Accrued expenses and other current liabilities 61,733 51,181
Other current liabilities 50,969 86,826
----------- -----------
Total Current Liabilities 346,705 675,063
Note Payable 392,096 --
Note Payable - Stockholder 994,208 980,720
----------- -----------
Total Liabilities 1,733,009 1,655,783
STOCKHOLDERS' EQUITY
Common Stock, $.01 par value; authorized 20,000,000 shares;
issued and outstanding: 17,341,833 and 17,201,833, respectively 173,418 172,018
Additional paid-in capital 3,410,679 3,368,954
Accumulated deficit (822,109) (660,462)
Treasury shares, at cost; 7,300 and 4,500 shares, respectively (17,932) (10,982)
----------- -----------
2,744,056 2,869,528
Less: Notes receivable from stockholders (11,125) (28,405)
----------- -----------
Total Stockholder's Equity 2,732,931 2,841,123
----------- -----------
$ 4,465,940 $ 4,496,906
=========== ===========
</TABLE>
See accompanying notes to these consolidated financial statements
3
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COLLEGIATE PACIFIC, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three months ended
September 30,
-----------------------------------
1999 1998
------------ ------------
<S> <C> <C>
Revenues $ 1,815,553 $ 1,359,988
Cost of sales 1,189,012 924,245
------------ ------------
Gross margin 626,541 435,743
Selling, general and administrative expenses 758,486 478,320
------------ ------------
Operating profit (loss) (131,945) (42,577)
Interest expense (31,167) (23,179)
Interest and other income, net 1,465 2,131
------------ ------------
Net loss before income taxes (161,647) (63,625)
Provision for income taxes -- --
------------ ------------
Net loss $ (161,647) $ (63,625)
============ ============
Net loss per share - basic and diluted $ (0.01) $ (0.00)
============ ============
Shares used in computing net loss per share (basic and diluted) 17,267,896 17,024,525
</TABLE>
See accompanying notes to these consolidated financial statements
4
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COLLEGIATE PACIFIC, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Three months ended
September 30,
-----------------------------
1999 1998
--------- ---------
<S> <C> <C>
Operating activities
Net loss $(161,647) $ (63,625)
Adjustments to reconcile net loss to net cash used in
operating activities
Depreciation and amortization 29,676 24,797
Changes in operating assets and liabilities (750,292) (359,573)
--------- ---------
Net cash used in operating activities (882,263) (398,401)
Investing activities
Purchase of property and equipment (12,437) (2,517)
Cash paid for treasury shares (6,950) --
Cash received for note receivable from stockholders 17,280 --
--------- ---------
Net cash used in investing activities (2,107) (2,517)
--------- ---------
Financing activities
Proceeds from borrowings 405,584 51,183
Proceeds from issuance of common stock 43,125 58,742
--------- ---------
Net cash provided by financing activities 448,709 109,925
--------- ---------
Net decrease in cash and cash equivalents (435,661) (290,993)
Cash and cash equivalents at beginning of period 518,844 514,494
--------- ---------
Cash and cash equivalents at end of period $ 83,183 $ 223,501
========= =========
</TABLE>
See accompanying notes to these consolidated financial statements
5
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COLLEGIATE PACIFIC, INC.
NOTE 1 - GENERAL AND BACKGROUND
The accompanying unaudited condensed consolidated financial statements have been
prepared 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 as of September 30, 1999 and
1998 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, 1999 together with management's
discussion and analysis of financial condition and results of operations,
contained in the Form 10-KSB filed with the Securities and Exchange Commission.
The results of operations for the three months ended September 30, 1999 are not
necessarily indicative of the results for the entire fiscal year.
The consolidated financial statements for the periods ended September 30, 1999
and 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"). See
Note 2.
NOTE 2 - RELATED PARTY TRANSACTION
During the period the Company purchased certain inventory from a manufacturing
supplier which is also owned by the majority stockholder of the Company.
Purchases for the period from the manufacturing supplier were approximately $375
thousand for the period and the Company had no outstanding payable to the
supplier at the end of the period.
NOTE 3 - NOTE PAYABLE TO STOCKHOLDER
The note payable to stockholder (also the president of the Company) is
uncollateralized and bears interest at an annual rate of 12%. The note was due
on demand. On March 31, 1999, the note was converted to a long-term obligation
due April 10, 2001. All interest on this note was paid current as of September
30,1999.
NOTE 4 - NOTE PAYABLE
On September 14, 1999 the Company agreed to terms for a $2,000,000 Revolving
Line of Credit with Chase Bank of Texas, N.A. The Revolving Line of Credit will
allow the Company to borrow funds based upon certain percentages of accounts
receivable and inventories. The revolving Line of Credit matures on October 31,
2001 and includes a provision for letters of credit. Borrowings under the
Revolving Line of Credit will bear interest at the prevailing Prime Rate plus
1/4% or Libor plus 2 1/2%. The Note Payable to Stockholder is subordinate to the
Revolving Line of Credit, and the Revolving Line of Credit is partially
guaranteed by the Stockholder holding the existing Note Payable.
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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 and recreational
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.
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, 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,
1999 and 1998.
REVENUES
Revenues for the three months ended September 30, 1999 increased by
approximately $456 thousand (33%) as compared to the same period in 1998. The
Company attributes the growth in revenues to an increase in marketing activity
and the growth in its customer base. As the result of expanded operations and
marketing activities the Company believes future revenues will continue to
exhibit growth from current levels. Management believes the seasonality in
revenues will continue to be a factor in future periods as the third and fourth
quarters of the Company's fiscal year are typically higher due to the order
pattern of the Company's customer base.
GROSS PROFIT
Gross profit for the three months ended September 30, 1999, increased by
approximately $191 thousand (44%) as compared to the same period in 1998. As a
percentage of sales the gross profit increased to 34.5% as compared to 32% for
the same period in 1998. The increase was the result of increased marketing
activities and growth in the Company's higher margin customer base.
7
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COLLEGIATE PACIFIC, INC.
OPERATING EXPENSES
Selling, general and administrative (SG&A) expenses for the three months ended
September 30, 1999 increased by approximately $280 thousand (58%) as compared to
the same period in 1998. As a percentage of sales, SG&A expenses increased to
39% from 34%. The increase in SG&A expense in dollars and as a percentage of
sales is due to the Company's increased staffing requirements to manage
substantially higher sales volume and an increase in advertising related
expenses.
LIQUIDITY AND SOURCES OF CAPITAL
Cash used in operations for the period ended September 30, 1999 was
approximately $882 thousand as compared to $398 thousand for the same period in
1998. The increase was due primarily to the purchase of additional inventories
in anticipation of an increase in selling activities in future periods and the
addition of products offered by the Company.
Cash used in investing activities was $2,107 for the period ended September 30,
1999 and was used to purchase equipment and treasury shares, and was partially
offset by the repayment of the note receivable from stockholders.
The Company generated approximately $448 thousand from financing activities. The
cash from financing activities was approximately $406 thousand in proceeds from
notes payable, and approximately $43 thousand from the issuance of common shares
upon the exercise of stock options.
On September 14, 1999, the Company agreed to terms for a $2,000,000 Revolving
Line of Credit with Chase Bank of Texas, N.A. The Revolving Line of Credit will
allow the Company to borrow funds based upon a certain percentage of accounts
receivable and inventories. The Revolving Line of Credit will mature on October
31, 2001 and includes a provision for letters of credit. Borrowings under the
Revolving Line of Credit will bear interest at the prevailing Prime Rate plus
1/4% or LIBOR plus 2 1/2%. The note payable to stockholder is subordinate to the
Revolving Line of Credit and the Revolving Line of Credit is partially
guaranteed by the holder of the note payable to stockholder.
Management believes that the Company will be able to satisfy its short term and
long term liquidity requirements from borrowings under the Revolving Line of
Credit and from cash generated from operations. The Company may experience
periods of higher borrowing under the credit facility due to the seasonal nature
of its business cycle. The Company is actively involved in seeking expansion
through acquisitions and/or joint ventures, and the success of such efforts may
require additional bank debt, equity financing, or private financing.
8
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COLLEGIATE PACIFIC, INC.
YEAR 2000 ISSUE
The Year 2000 issue is the result of computer programs written using two digits
to define "date" related fields. Information systems have time sensitive
operations that, as a result of this data field limitation, could disrupt
activities in the normal business cycle. The Company purchased and implemented
new information systems in fiscal year 1999, which brought the information
systems into Year 2000 compliance.
The Company has not discussed the Year 2000 issue with its customers and
suppliers. There can be no assurance that the systems of these other companies
and customers will be converted, and the failure of the Company's significant
suppliers and customers to make necessary Year 2000 modifications could have a
materially adverse impact on the Company's results and operations.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
EXHIBITS
27.1 Financial Date Schedule
REPORTS ON FORM 8-K
None
9
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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 15, 1999
-------------------------
Mike Blumenfeld
President
/s/ William R. Estill Dated: November 15, 1999
-------------------------
William R. Estill
Chief Financial Officer
10
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<S> <C>
27.1 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-START> JUL-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 83,183
<SECURITIES> 0
<RECEIVABLES> 798,545
<ALLOWANCES> (46,306)
<INVENTORY> 2,444,287
<CURRENT-ASSETS> 3,514,309
<PP&E> 261,806
<DEPRECIATION> (108,661)
<TOTAL-ASSETS> 4,465,940
<CURRENT-LIABILITIES> 346,705
<BONDS> 1,386,304
0
0
<COMMON> 173,418
<OTHER-SE> 2,559,513
<TOTAL-LIABILITY-AND-EQUITY> 4,465,940
<SALES> 1,815,553
<TOTAL-REVENUES> 1,815,553
<CGS> 1,189,012
<TOTAL-COSTS> 1,189,012
<OTHER-EXPENSES> 758,486
<LOSS-PROVISION> (131,945)
<INTEREST-EXPENSE> 31,167
<INCOME-PRETAX> (161,647)
<INCOME-TAX> 0
<INCOME-CONTINUING> (161,647)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (161,647)
<EPS-BASIC> (.01)
<EPS-DILUTED> (.01)
</TABLE>
