<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, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Transaction Period from _________________ to _________________.
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., SUITE 200
DALLAS, TEXAS 75234
(Address of principal executive offices)
(972) 243-8100
----------------------------------------------------
(Registrant's telephone number, including area code)
Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 14, 2000, there were 4,244,607 shares of the issuer's common
stock, outstanding.
Transitional Small Business Disclosure Format (check one):
YES [ ] NO [X]
<PAGE> 2
COLLEGIATE PACIFIC, INC.
INDEX
<TABLE>
<CAPTION>
Page
----
<S> <C>
PART I - FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:
Condensed Consolidated Balance Sheets - September 30, 2000 (Unaudited) and June 30, 2000 1
Condensed Consolidated Statements of Operations - Three months ended September 30, 2000 2
and 1999 (Unaudited)
Condensed Consolidated Statements of Cash Flows - Three months ended September 30, 2000 3
and 1999 (Unaudited)
Notes to Condensed Consolidated Financial Statements (Unaudited) 4
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF 6
OPERATIONS
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 8
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 9
SIGNATURES 12
</TABLE>
<PAGE> 3
COLLEGIATE PACIFIC, INC.
ITEM 1. FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
September 30, 2000 June 30, 2000
------------------ -------------
(Unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 95,143 $ 780,546
Accounts receivable, net of the allowance for doubtful accounts of
$71,568 and $51,751, respectively 1,268,438 1,384,185
Inventories 2,664,267 2,415,328
Prepaid expenses and other assets 302,901 39,014
------------ ------------
Total Current Assets 4,330,749 4,619,073
PROPERTY AND EQUIPMENT 581,008 510,892
Less accumulated depreciation (203,036) (177,790)
------------ ------------
377,972 333,102
OTHER ASSETS
License agreements, net of accumulated amortization of $121,066 and
$142,369, respectively 426,936 468,049
Cost in excess of net tangible assets acquired, net of accumulated
amortization of $88,710 and $78,105, respectively 577,580 588,185
Other assets, net 99,785 56,204
------------ ------------
$ 5,813,022 $ 6,064,613
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 297,317 $ 555,795
Accrued expenses and other current liabilities 152,854 415,002
Other current liabilities 14,718 34,048
------------ ------------
Total Current Liabilities 464,889 1,004,845
Note Payable - line of credit 460,000 --
Notes Payable - related parties 581,000 581,000
============ ============
Total Liabilities 1,505,889 1,585,845
STOCKHOLDERS' EQUITY
Common Stock, $.01 par value; authorized, 20,000,000 shares;
issued and outstanding, 4,244,607 shares 42,446 42,446
Additional paid-in capital 6,461,453 6,461,453
Accumulated deficit (1,825,262) (1,754,688)
Treasury shares, at cost; 36,226 and 20,860 shares, respectively (366,470) (255,443)
------------ ------------
4,312,167 4,493,768
Less: Notes receivable from stockholders (5,034) (15,000)
------------ ------------
Total Stockholders' Equity 4,307,133 4,478,768
------------ ------------
$ 5,813,022 $ 6,064,613
============ ============
</TABLE>
See accompanying notes to these consolidated financial statements
-1-
<PAGE> 4
COLLEGIATE PACIFIC, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three months ended
September 30,
------------------------------
2000 1999
------------ ------------
<S> <C> <C>
Revenues $ 2,477,307 $ 1,815,553
Cost of sales 1,568,406 1,283,934
------------ ------------
Gross margin 908,901 531,619
Selling, general and administrative expenses 960,365 796,837
------------ ------------
Operating loss (51,464) (265,218)
Interest expense (21,041) (41,837)
Interest and other income, net 1,931 1,465
------------ ------------
Net loss $ (70,574) $ (305,590)
============ ============
Net loss per share - basic and diluted $ (0.02) $ (0.09)
============ ============
Shares used in computing net loss per share (basic and diluted) 4,244,607 3,453,579
</TABLE>
See accompanying notes to these consolidated financial statements
-2-
<PAGE> 5
COLLEGIATE PACIFIC, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Three months ended
September 30,
------------------------------
2000 1999
------------ ------------
<S> <C> <C>
Operating activities
Net loss $ (70,574) $ (305,590)
Adjustments to reconcile net loss to net cash used in
operating activities
Depreciation and amortization 65,432 36,521
Changes in operating assets and liabilities (981,435) (676,025)
------------ ------------
Net cash used in operating activities (986,577) (945,094)
Investing activities
Purchase of property and equipment (62,774) (18,426)
Cash paid for treasury shares (111,027) (6,950)
Cash received for license 5,009 --
Cash received for note receivable from stockholders 9,966 17,280
------------ ------------
Net cash used in investing activities (158,826) (8,096)
------------ ------------
Financing activities
Proceeds from borrowings 460,000 476,584
Proceeds from issuance of common stock -- 43,125
------------ ------------
Net cash provided by financing activities 460,000 519,709
------------ ------------
Net decrease in cash and cash equivalents (685,403) (433,481)
Cash and cash equivalents at beginning of period 780,546 543,382
------------ ------------
Cash and cash equivalents at end of period $ 95,143 $ 109,901
============ ============
Cash paid for interest $ 15,681 $ 41,837
============ ============
Cash paid for income taxes $ 29,168 $ --
============ ============
</TABLE>
See accompanying notes to these consolidated financial statements
-3-
<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 September 30, 2000 and
1999 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, 2000 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, 2000 are not
necessarily indicative of the results for the entire fiscal year.
The consolidated financial statements for the periods ended September 30, 2000
and 1999 include the accounts of Collegiate Pacific, Inc. ("CPI") and its wholly
owned subsidiaries, Product Merchandising, Inc. ("PMI"), and Kesmil
Manufacturing Inc. ("Kesmil"), (collectively referred to as the "Company").
NOTE 2 - ACQUISITIONS
On September 7, 2000 the company acquired the stock of Kesmil Manufacturing,
Inc., a manufacturer of sports related metal products wholly owned by the
chairman of the company. The company was, prior to the acquisition, the only
customer for Kesmil's products. The company assumed notes payable to the
Chairman and a relative of the Chairman, for $581 thousand and other liabilities
of approximately $400 thousand. The notes payable to the stockholders are
subordinate to the company's revolving line of credit, are uncollaterized and
mature on August 31, 2004. The notes payable to stockholders bear interest at
the rate of 12% per annum and are payable in quarterly installments of
approximately $36 thousand.
Because the sole stockholder of Kesmil also owns the majority of the company's
outstanding common stock, the acquisition was accounted for in a manner similar
to a pooling of interests and, accordingly financial information for the periods
prior to the acquisition reflect retroactive restatement of the companies'
combined financial position and operating results.
-4-
<PAGE> 7
COLLEGIATE PACIFIC, INC.
Selected financial information for the combined entities included in the
consolidated statements of operation for the quarters ended September 30, 2000
and 1999 is as follows (in thousands):
<TABLE>
<CAPTION>
September 30
--------------------------
2000 1999
---------- ----------
<S> <C> <C>
Net sales:
CPI $ 2,477 $ 1,816
Kesmil 136 326
Elimination of intercompany sales (136) (326)
---------- ----------
Combined $ 2,477 $ 1,816
========== ==========
Net income (loss):
CPI $ 29 $ (162)
Kesmil (94) (76)
Elimination of intercompany profit in inventory (6) (68)
---------- ----------
Combined $ (71) $ (306)
========== ==========
</TABLE>
NOTE 3 - NOTE PAYABLE
On September 7, 2000, the company amended the terms of its $2,000,000 revolving
line of credit with Chase Bank of Texas, N.A. The amendment revised certain
financial covenants to permit the company to consummate the acquisition of
Kesmil. The revolving line of credit permits the company to borrow funds based
upon fixed percentages of its 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 bear interest at the
prevailing Prime Rate plus 1/4% or Libor plus 2 1/2%. The notes payable to
stockholders are subordinate to the revolving line of credit, and the revolving
line of credit is partially guaranteed by the Company's chief executive officer
and majority stockholder.
-5-
<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 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. Company management has extensive experience in this business having
been the founder of several successful mail order companies in the sports
equipment industry.
The company's fiscal year ends on June 30th. References herein to fiscal 2000
and fiscal 2001 refer to fiscal years ended June 30, 2000 and 2001,
respectively.
THREE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30, 1999
REVENUES
Revenues for the three months ended September 30, 2000 increased by
approximately $662 thousand, or 36%, compared to the same period in 1999. The
company attributes the growth in revenues to an increase in marketing activity
and the growth of its customer base. As a result of the company's 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.
Historically, revenues during the third and fourth quarters of the company's
fiscal year are typically higher than the first two quarters due to the order
pattern of the company's customer base.
GROSS PROFIT
Gross profit for the three months ended September 30, 2000, increased by
approximately $377 thousand, or 71%, compared to the same period in 1999. As a
percentage of sales, gross profit for the three months ended September 30, 2000,
increased to 37%, compared to 29% for the same period in 1999. The increase was
the result of increased marketing activities and growth in the company's higher
margin customer base, better absorption of the manufacturing cost, and a higher
volume of sales from the company's primary catalog.
OPERATING EXPENSES
Selling, general and administrative (SG&A) expenses for the three months ended
September 30, 2000 increased by approximately $163 thousand, or 21%, compared to
the same period in 1999. As a percentage of sales, SG&A expenses for the three
months ended September 30, 2000, decreased to 39% from 44%. The increase in
selling, general and administrative expenses was primarily due to an increase in
personnel related costs incurred in connection with hiring additional personnel
to the sales force and managing the increase in sales volume, which was
partially offset by a reduction in the cost of freight paid by the company
during the three months ended September 30, 2000.
LIQUIDITY AND SOURCES OF CAPITAL
Cash used in operations for the three months ended September 30, 2000 was
approximately $986 thousand, compared to $945 thousand for the same period in
1999. The increase was due primarily to additional inventory and prepaid
advertising purchases, as well as payments made on accounts payable and accrued
expenses during the period ended September 30, 2000.
-6-
<PAGE> 9
COLLEGIATE PACIFIC, INC.
Cash used in investing activities was approximately $159 thousand for the three
months ended September 30, 2000, compared to $8 thousand for the same period in
1999. The cash used in investing activities during the three months ended
September 30, 2000, was for the purchase of equipment and 15,366 shares of the
company's common stock from existing stockholders at an average price of $7.23
per share. The repurchased stock became treasury shares and is available for
general corporate purposes. The amount of cash used in investing activities was
partially offset by the repayment of the notes receivable from stockholders.
The company generated approximately $460 thousand from financing activities. The
cash from financing activities was from advances by the company under its
revolving line of credit during the period ended September 30, 2000.
On September 7, 2000, the company amended the terms of its $2,000,000 revolving
line of credit with Chase Bank of Texas, N.A. The amendment revised certain
financial covenants to permit the company to consummate the acquisition of
Kesmil.
Management believes 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 its revolving line of credit due to the
seasonal nature of its business cycle. The company is actively involved in
seeking expansion through acquisitions and joint ventures, and the success of
such efforts may require additional bank debt, equity financing, or private
financing.
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
The company occasionally makes forward-looking statements concerning its plans,
goals, product and service offerings, and anticipated financial performance.
These forward-looking statements may generally be identified by introductions
such as "outlook" for an upcoming period of time, or words and phrases such as
"should", "expect", "hope", "plans", "projected", "believes", "forward- looking"
(or variants of those words and phrases) or similar language indicating the
expression of an opinion or view concerning the future.
These forward-looking statements are subject to risks and uncertainties based on
a number of factors and actual results or events may differ materially from
those anticipated by such forward-looking statements. These factors include, but
are not limited to: the growth rate of the company's revenue and market share;
the consummation of new, and the non-termination of, existing contracts; new
competitors entering the company's business, the company's ability to
effectively manage its business functions while growing its business in a
rapidly changing environment; the company's ability to adapt and expand its
services in such an environment; the effective and efficient management of the
company's inventory levels and processing of sales orders; the quality of the
company's plans and strategies; and the company's ability to execute such plans
and strategies.
In addition, forward-looking statements concerning the company's expected
revenue or earnings levels are subject to many additional uncertainties
applicable to competitors generally and to general economic conditions over
which the company has no control. The company does not plan to generally
publicly update prior forward-looking statements for unanticipated events or
otherwise and, accordingly, prior forward-looking statements should not be
considered to be "fresh" simply because the company has not made additional
comments on those forward-looking statements. See the risk factors set forth in
the company's Annual Report on Form 10-KSB for the twelve months ended June 30,
2000.
-7-
<PAGE> 10
COLLEGIATE PACIFIC, INC.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our earnings are affected by changes in interest rates due to the impact those
changes have on the interest expense payable by us under our variable rate debt
revolving line of credit, for which the outstanding balance was $460 million as
of September 30, 2000. A 1.0% change in the underlying LIBOR or prime rate would
result in a $5 thousand change in the annual amount of interest based on the
impact of the hypothetical interest rates on our revolving line of credit
outstanding as of September 30, 2000.
-8-
<PAGE> 11
COLLEGIATE PACIFIC, INC.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A. Exhibits.
The following exhibits are filed as part of this report:
Exhibit
Number Exhibit
2.1 Purchase and Sale Agreement dated March 14, 1997 for the sale of the
majority of the Company's assets and business to Casco Standards,
Inc.(1)
2.2 Stock Purchase Agreement dated August 18, 1997 with Michael J.
Blumenfeld.(2)
2.3 Agreement and Plan of Merger dated July 20, 1999 for the
reincorporation of the Company in Delaware.(3)
3.1 Articles of Incorporation of the Company filed on December 15, 1998.(4)
3.2 Certificate of Merger of the Company filed on July 20, 1999.(4)
3.3 By-Laws of the Company.(4)
3.4 Certificate of Amendment to Certificate of Incorporation of the Company
filed on January 18, 2000.(5)
4.1 Specimen Certificate of Common Stock, $0.01, par value, of the
Company.(4)
4.2 Specimen Common Stock Purchase Warrant.(5)
10.1 Warrant Agency Agreement dated as of June 4, 1993 between the Company
and Continental Stock Transfer & Trust Company, as Warrant Agent.(6)
10.2 Form of Underwriter's Unit Purchase Warrant of the Company.(7)
10.3 Form of Underwriter's Warrant of the Company.(7)
10.4 1988 Stock Option Plan of the Company.(8)
10.5 1994 Stock Option Plan of the Company.(9)
10.6 Employee Restricted Stock Plan of the Company.(10)
10.7 Lease dated July 1, 1997 between the Company, as tenant, and
Post-Valwood, Inc., as landlord.(11)
-9-
<PAGE> 12
COLLEGIATE PACIFIC, INC.
10.8 Exclusive Distribution Agreement dated February 24, 1998, between the
Company and Equipmart, Inc.(11)
10.9 Exclusive Distribution Agreement dated March 7, 1998, between the
Company and FunNets, Inc.(11)
10.10 Exclusive Distribution Agreement dated March 21, 1998, between the
Company and Pro Gym Equipment, Inc.(11)
10.11 Stock Acquisition Agreement dated April 14, 1998, between the Company
and Product Merchandising, Inc.(11)
10.12 Agreement and Plan of Merger dated May 31, 1998, between the Company
and Vantage Products International, Inc.(11)
10.13 1998 Collegiate Pacific Inc. Stock Option Plan.(3)
10.14 Credit Agreement, dated as at June 30, 1999, between Chase Bank of
Texas, National Association, and the Company for a $2,000,000 line of
credit, and related documents.(12)
10.15 Promissory Note dated March 31, 1999 from the Company to Michael J.
Blumenfeld in the principal amount of $1,082,648.75.(12)
10.16 Warrant Agreement dated as of May 26, 2000, between the Company and
Continental Stock Transfer & Trust Company, as Warrant Agent, with the
form of Common Stock purchase warrant attached.(5)
10.17 Stock Purchase Agreement dated September 7, 2000, by and between the
Company and Michael J. Blumenfeld. (13)
10.18 Waiver and Second Amendment to Credit Agreement dated as of September
7, 2000, by and between Chase Bank Of Texas, National Association and
the Company*
10.19 Assumed Notes Payable dated September 6, 2000 executed by the Company
payable to Michael Blumenfeld and Abe Blumenfeld in the stated
aggregate principal amount of $581,000.*
27 Financial Data Schedule.*
----------
(1) Previously filed as an exhibit to the Company's Definitive Proxy Statement
for its Annual Meeting held on June 16, 1997.
(2) Previously filed as an exhibit to the Company's Form 8-K/A filed on
September 11, 1997.
(3) Previously filed as an exhibit to the Company's Definitive Proxy Statement
for its Annual Meeting held on December 11, 1998.
(4) Previously filed as an exhibit to the Company's Form 8-A dated September 9,
1999.
(5) Previously filed as an exhibit to the Company's Registration Statement on
Form SB-2 (No. 333-34294) dated April 7, 2000, as amended.
(6) Previously filed as an exhibit to the Company's Form 8-A dated June 28,
1993.
-10-
<PAGE> 13
COLLEGIATE PACIFIC, INC.
(7) Previously filed as an exhibit to the Company's Current Report on Form 8-K
filed on July 12, 1993.
(8) Previously filed as an exhibit to the Company's Registration Statement on
Form S-18, File No. 33-19770-NY.
(9) Previously filed as an exhibit to the Company's Annual Report on Form
10-KSB for the year ended June 30, 1994.
(10) Previously filed as an exhibit to a Post-Effective Amendment to the
Company's Registration Statement on Form S-18, File No. 33-19770-NY.
(11) Previously filed as an exhibit to the Company's Annual Report on Form
10-KSB for the year ended June 30, 1998.
(12) Previously filed as an exhibit to the Company's Annual Report on Form
10-KSB for the year ended June 30, 1999.
(13) Previously filed as an exhibit to the Company's Report on Form 8-K filed on
September 21, 2000.
* Filed with this Report on Form 10-QSB.
(b) Reports on Form 8-K
The Company filed a report on Form 8-K on September 21, 2000, reporting its
acquisition of Kesmil Manufacturing Inc.
-11-
<PAGE> 14
COLLEGIATE PACIFIC, INC.
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.
Dated: November 17, 2000 By: /s/ Mike Blumenfeld
------------------------------------------
Mike Blumenfeld, President
Dated: November 17, 2000 By: /s/ William R. Estill
------------------------------------------
William R. Estill, Chief Financial Officer
(Chief Financial and Accounting Officer)
-12-
<PAGE> 15
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
2.1 Purchase and Sale Agreement dated March 14, 1997 for
the sale of the majority of the Company's assets and
business to Casco Standards, Inc.(1)
2.2 Stock Purchase Agreement dated August 18, 1997 with
Michael J. Blumenfeld.(2)
2.3 Agreement and Plan of Merger dated July 20, 1999 for
the reincorporation of the Company in Delaware.(3)
3.1 Articles of Incorporation of the Company filed on
December 15, 1998.(4)
3.2 Certificate of Merger of the Company filed on July 20,
1999.(4)
3.3 By-Laws of the Company.(4)
3.4 Certificate of Amendment to Certificate of
Incorporation of the Company filed on January 18,
2000.(5)
4.1 Specimen Certificate of Common Stock, $0.01, par value,
of the Company.(4)
4.2 Specimen Common Stock Purchase Warrant.(5)
10.1 Warrant Agency Agreement dated as of June 4, 1993
between the Company and Continental Stock Transfer &
Trust Company, as Warrant Agent.(6)
10.2 Form of Underwriter's Unit Purchase Warrant of the
Company.(7)
10.3 Form of Underwriter's Warrant of the Company.(7)
10.4 1988 Stock Option Plan of the Company.(8)
10.5 1994 Stock Option Plan of the Company.(9)
10.6 Employee Restricted Stock Plan of the Company.(10)
10.7 Lease dated July 1, 1997 between the Company, as
tenant, and Post-Valwood, Inc., as landlord.(11)
10.8 Exclusive Distribution Agreement dated February 24,
1998, between the Company and Equipmart, Inc.(11)
10.9 Exclusive Distribution Agreement dated March 7, 1998,
between the Company and FunNets, Inc.(11)
10.10 Exclusive Distribution Agreement dated March 21, 1998,
between the Company and Pro Gym Equipment, Inc.(11)
10.11 Stock Acquisition Agreement dated April 14, 1998,
between the Company and Product Merchandising, Inc.(11)
10.12 Agreement and Plan of Merger dated May 31, 1998,
between the Company and Vantage Products International,
Inc.(11)
10.13 1998 Collegiate Pacific Inc. Stock Option Plan.(3)
10.14 Credit Agreement, dated as at June 30, 1999, between
Chase Bank of Texas, National Association, and the
Company for a $2,000,000 line of credit, and related
documents.(12)
10.15 Promissory Note dated March 31, 1999 from the Company
to Michael J. Blumenfeld in the principal amount of
$1,082,648.75.(12)
10.16 Warrant Agreement dated as of May 26, 2000, between the
Company and Continental Stock Transfer & Trust Company,
as Warrant Agent, with the form of Common Stock
purchase warrant attached.(5)
10.17 Stock Purchase Agreement dated September 7, 2000, by
and between the Company and Michael J. Blumenfeld.(13)
10.18 Waiver and Second Amendment to Credit Agreement dated
as of September 7, 2000, by and between Chase Bank Of
Texas, National Association and the Company*
10.19 Assumed Notes Payable dated September 6, 2000 executed
by the Company payable to Michael Blumenfeld and Abe
Blumenfeld in the stated aggregate principal amount of
$581,000.*
27 Financial Data Schedule.*
</TABLE>
----------
(1) Previously filed as an exhibit to the Company's Definitive Proxy Statement
for its Annual Meeting held on June 16, 1997.
(2) Previously filed as an exhibit to the Company's Form 8-K/A filed on
September 11, 1997.
(3) Previously filed as an exhibit to the Company's Definitive Proxy Statement
for its Annual Meeting held on December 11, 1998.
(4) Previously filed as an exhibit to the Company's Form 8-A dated September 9,
1999.
(5) Previously filed as an exhibit to the Company's Registration Statement on
Form SB-2 (No. 333-34294) dated April 7, 2000, as amended.
(6) Previously filed as an exhibit to the Company's Form 8-A dated June 28,
1993.
(7) Previously filed as an exhibit to the Company's Current Report on Form 8-K
filed on July 12, 1993.
(8) Previously filed as an exhibit to the Company's Registration Statement on
Form S-18, File No. 33-19770-NY.
(9) Previously filed as an exhibit to the Company's Annual Report on Form
10-KSB for the year ended June 30, 1994.
(10) Previously filed as an exhibit to a Post-Effective Amendment to the
Company's Registration Statement on Form S-18, File No. 33-19770-NY.
(11) Previously filed as an exhibit to the Company's Annual Report on Form
10-KSB for the year ended June 30, 1998.
(12) Previously filed as an exhibit to the Company's Annual Report on Form
10-KSB for the year ended June 30, 1999.
(13) Previously filed as an exhibit to the Company's Report on Form 8-K filed on
September 21, 2000.
* Filed with this Report on Form 10-QSB.
