<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 DECEMBER 31, 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 December 31, 1999, there were 3,468,367 shares of the Registrant's Common
Stock, with a par value of $0.01 par share, outstanding.
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COLLEGIATE PACIFIC INC.
<TABLE>
<CAPTION>
INDEX
Page
----
<S> <C> <C>
PART I - FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:
Condensed Consolidated Balance Sheets December 31, 1999 (Unaudited) and June 30, 1999 3
Condensed Consolidated Statement of Operations Three and six months ended December 31, 4
1999 and 1998 (Unaudited)
Condensed Consolidated Statement of Cash Flows Six months ended December 31, 1999 and 5
1998 (Unaudited)
Notes to Condensed Consolidated Financial Statements (Unaudited) 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF 8
OPERATIONS
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS 12
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 12
SIGNATURES 12
</TABLE>
2
<PAGE> 3
COLLEGIATE PACIFIC INC.
CONDENSED CONSOLIDATED BALANCE SHEET
(Unaudited)
<TABLE>
<CAPTION>
December 31,
1999 June 30, 1999
----------- -------------
ASSETS
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 86,049 $ 518,844
Accounts receivable, net of the allowance for doubtful accounts of
$50,533 and $38,806, respectively 662,114 1,142,708
Inventories 2,412,323 1,843,820
Prepaid expenses and other assets 253,272 23,581
----------- -----------
Total current assets 3,413,758 3,528,953
PROPERTY AND EQUIPMENT 264,198 249,370
Less accumulated depreciation (119,244) (98,785)
----------- -----------
144,954 150,585
OTHER ASSETS
License agreements, net of accumulated amortization of $70,633 and
$50,030, respectively 244,620 253,586
Cost in excess of net tangible assets acquired, net of accumulated
amortization of $59,765 and $42,373, respectively 606,525 509,373
Other assets, net 54,647 54,409
----------- -----------
$ 4,464,504 $ 4,496,906
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 103,126 $ 537,056
Accrued expenses 71,013 51,181
Other current liabilities 17,590 86,826
----------- -----------
Total current liabilities 191,729 675,063
Note payable to stockholder 994,307 980,720
Note payable 807,045 --
----------- -----------
Total liabilities 1,993,081 1,655,783
STOCKHOLDERS' EQUITY
Common stock, $.01 par value; authorized 50,000,000 shares; issued and
outstanding, 3,468,367 and 3,440,367 shares, respectively 34,684 34,404
Additional paid-in capital 3,549,413 3,506,568
Accumulated deficit (1,083,617) (660,462)
Treasury shares; at cost 1,360 and 900 shares, respectively (17,932) (10,982)
----------- -----------
2,482,548 2,869,528
Less notes receivable from stockholders (11,125) (28,405)
Total stockholders' equity 2,471,423 2,841,123
----------- -----------
$ 4,464,504 $ 4,496,906
=========== ===========
</TABLE>
See accompanying notes to these consolidated financial statements
3
<PAGE> 4
COLLEGIATE PACIFIC INC.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three months ended Six months ended
December 31, December 31,
------------------------------ ------------------------------
1999 1998 1999 1998
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Revenues $ 1,500,418 $ 989,306 $ 3,315,971 $ 2,349,025
Cost of sales 973,509 627,601 2,162,521 1,551,846
----------- ----------- ----------- -----------
Gross margin 526,909 361,705 1,153,450 797,179
Selling, general and administrative expenses 744,799 485,761 1,503,285 964,081
Operating profit (loss) (217,890) (124,056) (349,835) (166,902)
Interest expense (44,088) (26,403) (75,255) (49,582)
Other income 470 1,868 1,935 3,999
----------- ----------- ----------- -----------
Net earnings (loss) $ (261,508) $ (148,591) $ (423,155) $ (212,485)
=========== =========== =========== ===========
Net earnings (loss) per
share - basic and diluted $ (0.08) $ (0.04) $ (0.12) $ (0.06)
=========== =========== =========== ===========
Shares used in computing net loss per share
(basic and diluted) 3,467,007 3,408,367 3,460,659 3,406,568
</TABLE>
See accompanying notes to these consolidated financial statements
4
<PAGE> 5
COLLEGIATE PACIFIC INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Six months ended
December 31,
-------------------------------
1999 1998
----------- -----------
<S> <C> <C>
Operating activities
Net earnings (loss) $ (423,155) $ (212,485)
Adjustments to reconcile net loss to net cash used in
operating activities
Depreciation and amortization 60,059 49,872
Changes in operating assets and liabilities (802,778) (91,150)
----------- -----------
Net cash used in operating activities (1,165,874) (253,763)
Investing activities
Purchase of property and equipment (14,828) (40,314)
Cash paid for licenses (11,637) --
Cash paid for treasury shares (6,950) --
Cash used in business acquisition, net of cash acquired (114,543) --
Cash received for notes receivable from stockholders 17,780 --
----------- -----------
Net cash used in investing activities (130,678) (40,314)
Financing activities
Proceeds from borrowings 820,632 164,806
Proceeds from issuance of common stock 43,125 6,250
----------- -----------
Net cash provided by financing activities 863,757 171,056
=========== ===========
Net decrease in cash and cash equivalents (432,795) (123,021)
Cash and cash equivalents at beginning of period 518,844 514,494
----------- -----------
Cash and cash equivalents at end of period $ 86,049 $ 391,473
=========== ===========
Supplemental disclosure of cash flow information
Cash paid during the period for interest $ 65,312 $ 59,260
=========== ===========
</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 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 December 31,
1999 and the periods ended December 31, 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 10-KSB filed with the
Securities and Exchange Commission. The results of operations for the three and
six months ended December 31, 1999 are not necessarily indicative of the
results for the entire fiscal year.
The consolidated financial statements for the period ended December 31, 1999
include the accounts of Collegiate Pacific Inc. and its wholly owned
subsidiary Product Merchandising, Inc., (collectively referred to as
the "Company").
NOTE 2 - BUSINESS COMBINATIONS
On October 22, 1999, the Company acquired certain assets of Mark One
Distributors, Inc. in an all cash transaction. The purchased assets related to
sales and distribution activities by Mark One in the camp sporting goods
business. The acquisition was accounted for as a purchase, and accordingly, the
net assets and results of operation of Mark One's camping related business have
been included in the Company's consolidated financial statements commencing on
October 22, 1999.
NOTE 3 - EQUITY
On January 14, 2000, the stockholders of the Company approved a 1 for 5 reverse
stock split of the Company's $.01 par value common stock (the "Common Stock").
As a result of the reverse stock split additional paid in capital was increased
by $138,735. All references in the accompanying financial statements to the
number of shares of Common Stock and the per-share amounts have been
restated to reflect the reverse stock split.
NOTE 4 - RELATED PARTY TRANSACTION
During the period the Company purchased certain inventory items from a
manufacturing supplier which is also owned by the majority stockholder of the
Company. Purchases for the period from the manufacturing supplier were
$555,674 for the six
6
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COLLEGIATE PACIFIC INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
month period ended on December 31, 1999 and the Company had an outstanding
payable of $17,341 to the supplier at the end of the period.
NOTE 5 - NOTE PAYABLE TO STOCKHOLDER
The note payable to stockholder (also the Chief Executive Officer of the
Company) is uncollateralized, due April 10, 2001 and bears interest at an annual
rate of 12%. Accrued interest on this note totaled $9,943 at December 31, 1999,
and is included in accrued expenses.
NOTE 6 - SUBSEQUENT EVENTS
On January 14, 2000, the stockholders of the Company approved a 1 for 5 reverse
stock split of the Company's $.01 par value common stock. As a result of the
reverse stock split additional paid in capital was increased by $138,735. All
references in the accompanying financial statements to the number of shares of
Common Stock and the per-share amounts have been restated to reflect the
reverse stock split.
In February 2000, a former executive of the DSSI Corporation ("DSSI"), which
was the predecessor of the Company, exercised common stock warrants for 98, 974
shares of Common Stock. The warrants were originally granted to the warrant
holder during his tenure as an executive of DSSI. The terms of the warrants
were extended at the February 18, 1998 meeting of the Board of Directors of
DSSI. Although the extension of the terms of the warrants was not disclosed to
the Company's current management, the Company accepted the exercise of the
warrants and the Company received funds for the exercise of the warrants in the
amount of $499,819 or $5.05 per share.
In February 2000, the Company agreed to exchange the note payable to
stockholder for a subordinated convertible note. In addition, the Company
solicited and received additional subscriptions from Company directors and
officers including the holder of the existing note payable to stockholder, and
third party investors for approximately $1.3 million in subordinated
convertible notes. The subordinated convertible notes will bear interest at the
prevailing Prime Rate plus 2.5%, will be non-callable by the Company for a
period of two years, and will be convertible to the Company's common stock at
$3.30 per share, which was set by a formula equal to 110% of the closing price
of the common stock on January 17, 2000. The subordinated convertible notes
will be subordinate to the Company's Revolving Line of Credit with Chase Bank
of Texas, N.A.
In January 2000, the Company declared a special warrant divided to the holders
of Company's Common Stock. One warrant will be issued for each share of Common
Stock held and would entitle the warrant holder to purchase, for cash, one
share of Common Stock at $10 per share. The Company has not set a record date
for the distribution of the warrants.
7
<PAGE> 8
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 successful mail order companies in the sports equipment
industry.
On October 22, 1999, the Company acquired certain assets of Mark One
Distributors, Inc. in an all cash transaction. The purchased assets related to
sales and distribution activities by Mark One in the camp sporting goods
business. The acquisition was accounted for as a purchase, and accordingly, the
net assets and results of operation of Mark One's camping-related business have
been included in the Company's consolidated financial statements commencing on
October 22, 1999.
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 of 1933, as amended, 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, competition from larger firms, entry into the market of new competitors,
the sufficiency of the Company's working capital, and general economic
conditions. 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, the financial statements and related notes for the periods ended December
31, 1999 and 1998 included herein.
REVENUES
For the quarter ended December 31, 1999 revenues rose 52%, from approximately
$989 thousand to approximately $1.5 million, and for the six months rose 41%,
from $2.3 million to $3.3 million. The Company attributes the growth in revenues
to increased marketing activities, the expansion of products offered to its
existing customer base, and the growth in its customer base. As a result
8
<PAGE> 9
of expanded operations the Company believes future revenues will continue to
rise materially from current levels.
GROSS MARGIN
For the quarter ended December 31, 1999, gross margin decreased from 37% to
35%, and for the six months ended December 31, 1999, increased from 34% to 35%.
The decreases in the quarter ended December 31, 1999 were primarily the result
of lower product selling prices to the dealer-related customers. The Company
attributes the increase in margin for the six months ended December 31, 1999 as
compared to the same period in 1998, to a slight increase in sales from the
Company's inventories, as opposed to the sale of products shipped directly from
vendors.
OPERATING EXPENSES
Selling, general and administrative ("SG&A") expenses increased by 53% for the
quarter ended December 31, 1999 and as a percentage of sales, SG&A expenses
increased from 49% to 50%. For the six months ended December 31, 1998, SG&A
expenses increased by 56% and as a percentage of sales increased from 41% to
45%.
The increase in the amount of SG&A expenses for the quarter ended December 31,
1999 as compared to the same period in 1998, resulted primarily from increases
in advertising and personnel-related cost. The Company added additional sales
personnel during the month of November for team sales related activities, which
is traditionally a lower sales period for those activities.
The increase in SG&A expenses for the six month period ended December 31, 1999
as compared to the same period in 1998, resulted from an increase in
personnel-related cost to manage the increased sales volume and an increase in
advertising as the Company slightly increased its catalog mailings.
LIQUIDITY AND SOURCES OF CAPITAL
Cash and cash equivalents totaled $86,049 at December 31, 1999 compared to
$518,844 at June 30, 1999. Cash used in operations of $1,165,874 in the six
months ended December 31, 1999 resulted primarily from the Company's net loss,
increases in inventory of $568,503, and an increase in prepaid expense of
$229,691. For the comparable 1998 period, cash used in operations of $253,763
resulted primarily from the Company's net loss and increases in inventory.
The Company used $130,678 in cash in investing activities. The primary use of
cash in investing activities was the acquisition of certain assets of a camp
sporting goods related business for $114,543, and the purchase of property and
equipment.
9
<PAGE> 10
The Company generated $863,757 from financing activities. The cash generated
from financing activities was $820,632 of net proceeds from the Revolving Credit
Facility with the Company's primary lender, and $43,125 in proceeds from the
issuance of Common Stock upon the exercise of common stock options.
Current assets totaled $3,413,758 at the end of the second quarter, providing
the Company with working capital of $3,222,029.
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
allows the Company to borrow funds based upon a certain percentage of accounts
receivable and inventory, will mature on October 31, 2001, and includes a
provision for letters of credit. Borrowings under the Revolving Line of Credit
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 holder of the note payable to stockholder guarantees the Revolving Line of
Credit up to $1,000,000.
In February 2000, a former executive of the DSSI, which was the predecessor of
the Company, exercised common stock warrants for 98,974 shares of Common Stock.
The warrants were originally granted to the warrant holder during his tenure as
an executive of DSSI. The terms of the warrants were extended at the February
18, 1998 meeting of the Board of Directors of DSSI. Although the extension of
the terms of the warrants was not disclosed to the Company's current management,
the Company accepted the exercise of the warrants and the Company received funds
for the exercise of the warrants in the amount of $499,819 or $5.05 per share.
In February 2000, the Company agreed to exchange the note payable to stockholder
for a subordinated convertible note. In addition, the Company solicited and
received additional subscriptions from Company directors and officers including
the holder of the existing note payable to stockholder, and third party
investors for approximately $1.3 million in additional subordinated convertible
notes. The subordinated convertible notes will bear interest at the prevailing
Prime Rate plus 2.5%, will be non-callable by the Company for a period of two
years, and will be convertible to the Company's common stock at $3.30 per share,
which was set by a formula equal to 110% of the closing price of the common
stock on January 17, 2000. The subordinated convertible notes will be
subordinate to the Company's Revolving Line of Credit with Chase Bank of Texas,
N.A. Upon completion of this transaction, which is expected during February
2000, the Company will pay the existing balance of borrowings ($1,190,000 at
February 10, 2000) on the Revolving Line of Credit with its primary lender and
use the balance of the proceeds for general working capital and the further
expansion of its business.
10
<PAGE> 11
Management believes that the Company will be able to satisfy its short-term and
long-term liquidity requirements from borrowings under the subordinated
convertible notes and 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.
The Company's principal commitments at December 31, 1999 consisted of
obligations under operating leases for its facilities.
YEAR 2000 ISSUE
The Year 2000 issue is the result of computer programs written using
two digits rather than four digits to define "date" fields. Information systems
have time sensitive operations that, as a result of this data field limitation,
could disrupt activities in the normal business cycle. We purchased and
implemented new information systems in Fiscal Year 1999, which brought the
information systems into Year 2000 compliance.
We are not currently aware of any material Year 2000 problem relating
to any of our material internal system or applications. We have not discussed
the Year 2000 issue with our customers and suppliers. There can be no assurance
that the systems of these other companies were timely converted, and the
failure of our significant suppliers and customers to make necessary Year 2000
modifications could have a material adverse impact on the our results and
operations.
We believe that, absent a systemic failure outside our control, such
as a prolonged loss of electrical or telecommunications service, Year 2000
problems at third parties will not have a material impact on our operations.
The failure of our internal systems or the systems of third parties to be Year
2000 ready could temporarily prevent us from providing service to our
customers, issuing invoices and could require us to devote significant
resources to correct such problems. The costs associated with remediating any
Year 2000 problems have not been material to date. Although we do not
anticipate that these costs will be material in the future, we cannot assure
you that these costs will not be material.
11
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
EXHIBITS
27.1 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: February 14, 2000
--------------------------- -----------------
Mike Blumenfeld
Chief Executive Officer
By: /s/ William R. Estill Dated: February 14, 2000
----------------------- -----------------
William R. Estill
Chief Financial Officer
12
<PAGE> 13
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> OCT-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 86,049
<SECURITIES> 0
<RECEIVABLES> 662,114
<ALLOWANCES> 50,533
<INVENTORY> 2,412,323
<CURRENT-ASSETS> 3,413,758
<PP&E> 264,198
<DEPRECIATION> 119,244
<TOTAL-ASSETS> 4,464,504
<CURRENT-LIABILITIES> 191,729
<BONDS> 0
0
0
<COMMON> 34,684
<OTHER-SE> 2,436,739
<TOTAL-LIABILITY-AND-EQUITY> 4,464,504
<SALES> 1,500,418
<TOTAL-REVENUES> 1,500,418
<CGS> 973,509
<TOTAL-COSTS> 973,509
<OTHER-EXPENSES> 744,799
<LOSS-PROVISION> (217,890)
<INTEREST-EXPENSE> 44,088
<INCOME-PRETAX> (261,508)
<INCOME-TAX> 0
<INCOME-CONTINUING> (261,508)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (261,508)
<EPS-BASIC> (.08)
<EPS-DILUTED> (.08)
</TABLE>
