KOALA CORP /CO/
10-Q, 2000-05-15
MISCELLANEOUS FURNITURE & FIXTURES
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                     U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                    Form 10-Q


(Mark One)
[ X]     QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934
                  For the quarterly period ended    March  31, 2000
                                                  -------------------

[    ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
         EXCHANGE ACT
                        For the transition period from ________ to ___________

                         Commission file number 0-22464
                                                -------

                                KOALA CORPORATION
                                -----------------
               (Exact name of issuer as specified in its charter)

            Colorado                                    84-1238908
- ------------------------------------         --------------------------------
 (State or other jurisdiction of             (IRS Employer Identification No.)
  incorporation or organization)

                 11600 E. 53rd Avenue, Unit D, Denver, CO 80239
                 ----------------------------------------------
                    (Address of principal executive offices)

                                 (303) 574-1000
                                 --------------
                           (Issuer's telephone number)

           -----------------------------------------------------------
              (Former name, former address, and former fiscal year,
                          if changed since last report)


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 filing requirements for the past 90 days.
   Yes ...X...      No......

The number of shares outstanding of the issuer's common stock, $.10 par value as
of May 15, 2000 was 6,422,676 shares



                                       1
<PAGE>
PART 1 - FINANCIAL INFORMATION
Item 1.  Financial Statements

KOALA CORPORATION
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
CONSOLIDATED BALANCE SHEETS
                                                                            March 31,     December 31,
                                                                             2000            1999
                                                                         -----------     ------------
<S>                                                                      <C>             <C>
                                        ASSETS
Current Assets
  Cash and cash equivalents                                              $     30,271    $    173,936
  Accounts receivable, trade (less allowance for doubtful accounts
     of $155,443 in 2000 and $131,030 in 1999)                              9,657,921       9,234,685
  Income tax refund receivable                                              1,466,980            --
  Inventories                                                               8,118,697       5,137,791
  Prepaid expenses and other                                                2,383,278       1,249,384
                                                                         ------------    ------------
     Total current assets                                                  21,657,147      15,795,796
Property and equipment, net                                                 4,362,763       3,213,980
Identifiable intangible assets (net of accumulated amortization
  of $1,603,113  in 2000 and $1,371,326 in 1999)                           28,317,490      18,709,242
Goodwill (net of accumulated amortization
  of $502,543 in 2000 and $381,019 in 1999)                                23,385,610      10,839,282
                                                                         ------------    ------------
                                                                         $ 77,723,010    $ 48,558,300
                                                                         ============    ============

                          LIABILITIES & SHAREHOLDERS' EQUITY
Current Liabilities:
  Accounts payable                                                       $  4,182,473    $  2,210,583
  Accrued expenses                                                          4,214,107         955,731
                                                                         ------------    ------------
     Total current liabilities                                              8,396,580       3,166,314
                                                                         ------------    ------------

Long Term Liabilities:
  Deferred income taxes and other                                           1,210,110       1,086,270
  Credit facility                                                          31,487,000      13,979,000
                                                                         ------------    ------------
     Total long term liabilities                                           32,697,110      15,065,270
                                                                         ------------    ------------

Total liabilities                                                          41,093,690      18,231,584
                                                                         ------------    ------------

Commitments and contingencies

Shareholders' Equity:
  Preferred stock, no par value, 1,000,000 shares authorized;
     no shares issued and outstanding                                            --              --
  Common stock, $.10 par value, 10,000,000 shares authorized;
     issued and outstanding (6,397,128 in 2000 and 6,397,128 in 1999)         639,713         639,713
  Common stock to be issued (425,758 shares in 2000)                        5,058,000            --
  Note receivable from officer                                               (383,505)       (383,505)
  Additional paid-in capital                                               14,596,294      14,596,294
  Accumulated other comprehensive income (loss)                               (49,307)        (31,038)
  Retained earnings                                                        16,768,125      15,505,252
                                                                         ------------    ------------
 Total shareholders' equity                                                36,629,320      30,326,716
                                                                         ------------    ------------
                                                                         $ 77,723,010    $ 48,558,300
                                                                         ============    ============
</TABLE>
            See Notes to Condensed Consolidated Financial Statements

                                        2

<PAGE>
KOALA CORPORATION
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF INCOME

                                                    Three Months Ended March 31,
                                                         2000            1999
                                                    ------------    ------------
<S>                                                 <C>             <C>
Sales                                               $ 11,479,707    $  7,299,427
Cost of sales                                          5,774,786       3,605,975
                                                    ------------    ------------
Gross profit                                           5,704,921       3,693,452

Selling, general and administrative expenses           2,971,928       1,852,239
Amortization of intangibles                              351,611         228,127
                                                    ------------    ------------

Income from operations                                 2,381,382       1,613,086
Other (income) expense:
  Interest expense                                       431,223         108,559
  Other income and expense                               (70,860)         33,712
                                                    ------------    ------------
Income before income taxes                             2,021,019       1,470,815
Provision for income taxes                               757,882         522,138
                                                    ------------    ------------
Net income                                          $  1,263,137    $    948,677
                                                    ============    ============

Net income per share - basic                        $       0.19    $       0.16
                                                    ============    ============

Net income per share - diluted                      $       0.19    $       0.15
                                                    ============    ============

Weighted average shares outstanding - basic            6,539,047       5,982,720
                                                    ============    ============

Weighted average shares outstanding - diluted          6,774,282       6,193,306
                                                    ============    ============
</TABLE>

               See Notes to Condensed Consolidated Financial Statements

                                        3
<PAGE>
KOALA CORPORATION
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                               Three Months Ended March 31,
                                                                    2000            1999
                                                               ------------    ------------
<S>                                                            <C>             <C>
Cash flows from operating activities:
  Net income                                                   $  1,263,137    $    948,677
  Adjustments to reconcile net income to
    net cash provided by operating activities:
      Depreciation                                                  193,158         118,619
      Amortization                                                  351,611         228,127

      Increase in operating assets:
         Accounts receivable, trade                                 101,538         529,446
         Inventories                                             (1,170,421)       (725,169)
         Prepaid expenses and other                              (1,052,750)       (510,001)
      Increase in operating liabilities:
         Accounts payable                                         1,221,336         625,964
         Accrued expenses and income taxes                         (698,011)        540,001
                                                               ------------    ------------
Net cash provided by operations                                     209,598       1,755,664
                                                               ------------    ------------

Cash flows from investing activities:
      Capital expenditures                                         (108,717)       (447,045)
      Acquisitions, net of cash acquired                        (17,685,226)    (21,034,379)
      Patents and intangibles                                       (19,051)         (5,506)
                                                               ------------    ------------
Net cash used by investing activities                           (17,812,994)    (21,486,930)
                                                               ------------    ------------
Cash flows from financing activities:
      Sale of common stock, net of expenses                               0       2,680,450
      Net proceeds from (payments on) credit facility            17,478,000      11,350,800
                                                               ------------    ------------

Net cash provided by financing activities                        17,478,000      14,031,250
                                                               ------------    ------------

Effect of exchange rate changes on cash and cash equivalents        (18,269)        (18,835)

Net decrease in cash and cash equivalents                          (143,665)     (5,718,851)

Cash and cash equivalents at beginning of period                    173,936       6,493,570
                                                               ------------    ------------
Cash and cash equivalents at end of period                     $     30,271    $    774,719
                                                               ============    ============
</TABLE>

            See Notes to Condensed Consolidated Financial Statements

                                        4
<PAGE>
                                KOALA CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                    FOR THE THREE MONTHS ENDED MARCH 31, 2000

                                   (UNAUDITED)

1.   Unaudited information:

     The accompanying  financial statements are presented in accordance with the
     requirements  of Form  10-Q  and  consequently  do not  include  all of the
     disclosures  normally required by generally accepted accounting  principles
     or  those  normally  made  in the  Company's  annual  Form  10-KSB  filing.
     Accordingly,  the reader of this Form 10-Q  should  refer to the  Company's
     10-KSB for the year ended December 31, 1999 for further information.

     The quarterly  financial  information  has been prepared in accordance with
     the Company's customary  accounting  practices and has not been audited. In
     the  opinion  of  management,   the  information   presented  reflects  all
     adjustments  necessary for a fair  statement of interim  results.  All such
     adjustments are of a normal and recurring nature. The results of operations
     for the interim period ended March 31, 2000 are not necessarily  indicative
     of the results for a full year.

2.   Revenue Recognition

     The company recognizes revenue at the time its products are shipped,  or by
     the percentage of completion  method of accounting for those projects where
     the build to install timeline is of longer duration.

3.    Inventory:

     Inventories are stated at the lower of cost (first-in, first-out method) or
     market.  Inventory as of March 31, 2000 and December 31, 1999,  consists of
     the following:


                                               March 31, 2000  December 31, 1999
                                               --------------  -----------------

         Raw materials and component parts        $3,484,931       $2,116,864
         Work in progress                          3,925,601        2,187,413
         Finished goods                              708,165          833,514
                                                  ----------       ----------

                                                  $8,118,697       $5,137,791
                                                  ==========       ==========

4.   Credit Facility:

     On March 1, 2000, the Company increased its secured line of credit to $40.0
     million from $15.0 million.  The line of credit is secured by substantially
     all of the  assets  of the  Company.  The  line of  credit  may be used for
     short-term  working  capital  needs and future  acquisitions.  There are no
     compensating   balance   requirements  and  the  credit  facility  requires
     compliance with financial loan covenants related to debt levels compared to
     annualized cash flows from operations.  The credit facility  terminates and
     is payable in full on March 1, 2003.  Interest  payments  are  required  at
     least  every  three  months at a  fluctuating  rate per annum  equal to the
     applicable  "Reserve  Adjusted  LIBOR Rate"  (8.47% at March 31,  2000).  A
     commitment fee in the amount of .25% is payable  quarterly in arrears based
     on the  average  daily  unused  portion  of the  line.  There was a balance
     outstanding of $31,487,000 as of March 31, 2000.

                                       5
<PAGE>
                                KOALA CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                    FOR THE THREE MONTHS ENDED MARCH 31, 2000

                                   (UNAUDITED)


5.   Acquisitions:

     Acquisition of SCS Interactive:

     Effective March 1, 2000, the Company  purchased 100% of the common stock of
     SCS  Interactive,  Inc.,  ("SCS"),  a provider  of  interactive  water play
     products  located in Tillamook,  Oregon.  Results of operations of SCS were
     included in the Company's consolidated statement of income beginning on the
     effective date of the transaction.

     The purchase price consisted of cash and Koala Corporation  common stock. A
     cash  payment of  $18,052,903  was made at closing,  which was based on the
     cash component of the purchase  price less  holdbacks  equal to $2,181,097.
     The cash component was financed  primarily from an advance on the Company's
     line of  credit  in the  amount  of  approximately  $18,000,000.  The stock
     component  will result in the  issuance of 425,758  shares of Koala  common
     stock.  In  addition,  costs of  approximately  $400,000  were  incurred in
     connection with this  acquisition.  Initial  consideration  and acquisition
     costs were allocated to tangible assets based on relative fair value,  with
     the remaining balance allocated to patents, other intellectual property and
     goodwill.

     The pro forma unaudited  results of operations of the Company for the three
     months ended March 31, 2000 and 1999 assuming  consummation of the purchase
     of SCS as of January 1, 2000 and 1999 are as follows:

                                                            March 31,
                                                     2000              1999
                                                     -----             ----

          Sales                                   $14,816,476      $11,707,429

          Net income                               $1,327,518       $1,004,929

          Net income per share - diluted                $0.19            $0.15



6.    Business Segments:

     The Company  operates two business  segments:  (1) Family  Convenience  and
     Children's  Activity  Products,  and (2) Children's Modular Play Equipment.
     The Company's  reportable  segments are strategic business units that offer
     different  products.  They are managed  separately based on the fundamental
     differences in the operations.

     The  Company's  convenience  and  activity  products  include the  flagship
     product,  the baby changing station ("BCS").  Other significant products in
     this  segment  are the  sanitary  paper  liners  for  the  BCS,  the  child
     protection  seat,  the infant  seat  kradle,  the high  chair and  activity
     products. All of these products are manufactured by sub-contractors, except
     for Superior Foam,  whose products are  manufactured  by the Company at its
     facility  located in Texas.  All  products  are sold  either  direct to the
     customer or through distributors.

                                       6
<PAGE>
                                KOALA CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                    FOR THE THREE MONTHS ENDED MARCH 31, 1999

                                   (UNAUDITED)

6.    Business Segments: (Continued)

     The Company's  modular play  equipment  includes  both indoor,  outdoor and
     water play equipment.  The indoor play equipment is custom designed for the
     customer.  A catalog is used to promote and advertise the outdoor and water
     play equipment, however, custom modifications are often made to accommodate
     the customers'  needs and desires.  These products are  manufactured by the
     Company at its facilities located in British Columbia,  Florida, Oregon and
     New York.  These  products  are sold  direct to the  customer  and  through
     manufacturers' representatives/dealers.

     The Company  evaluates the  performance of its segments based  primarily on
     operating profit before amortization of acquisition intangibles,  corporate
     expenses and interest income and expense.  The Company allocates  corporate
     expenses to individual segments based on segment sales.  Corporate expenses
     are  primarily  labor  costs  of  executive  management  and  shareholders'
     relations  costs.  The following  table presents sales and other  financial
     information by business segment:
<TABLE>
<CAPTION>

        ------------------------------------------------------------------------
                                 March 31, 2000
        ------------------------------------------------------------------------

                                   Convenience         Modular
                                   and Activity         Play            Total
                                     Products         Equipment
                                   ---------------------------------------------
<S>                                <C>              <C>              <C>
        Sales                      $ 4,251,853      $ 7,227,854      $11,479,707
        Operating income             1,302,196        1,079,186        2,381,382
        Capital expenditures            42,384           66,333          108,717
        Total assets                18,933,401       58,789,609       77,723,010
</TABLE>
<TABLE>
<CAPTION>

        ------------------------------------------------------------------------
                                 March 31, 2000
        ------------------------------------------------------------------------

                                   Convenience         Modular
                                   and Activity         Play            Total
                                     Products         Equipment
                                   ---------------------------------------------
<S>                                <C>              <C>              <C>
        Sales                      $ 3,178,432      $ 4,120,995      $ 7,299,427
        Operating income               997,358          615,728        1,613,086
        Capital expenditures           418,300           28,745          447,045
        Total assets                15,352,931       27,831,269       43,184,200
</TABLE>



                                       7
<PAGE>
FORWARD LOOKING STATEMENTS

This report  contains  forward-looking  statements  that  describe the Company's
business and the  expectations  of the Company and  management.  All statements,
other than statements of historical facts,  included in this report that address
activities,  events or developments that the Company expects,  believes, intends
or anticipates will or may occur in the future, are forward-looking  statements.
Forward-looking  statements are inherently  subject to risks and  uncertainties,
many of which cannot be predicted with accuracy and some of which might not even
be anticipated. Future events and actual results, financial and otherwise, could
differ materially from those set forth in or contemplated by the forward-looking
statements herein.  These risks and uncertainties  include,  but are not limited
to, the Company's reliance on the revenues from a major product,  the Koala Bear
Kare(R)  Baby  Changing   Station;   the   uncertainties   associated  with  the
introduction  of new products;  management  of growth,  including the ability to
attract and retain qualified  employees;  the ability to integrate  acquisitions
made by the Company and the costs associated with such acquisitions;  dependence
on Mark Betker, its chief executive officer; substantial competition from larger
companies  with greater  financial  and other  resources  than the Company;  its
dependence  on  suppliers  for  manufacture  of some of its  products;  currency
fluctuations   and  other  risks  associated  with  foreign  sales  and  foreign
operations;  quarterly  fluctuations in revenues,  income and overhead  expense;
government  regulations  including  those  promulgated by the consumer  products
safety  commission;  and potential  product  liability risk  associated with its
existing and future products.


ITEM 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

Koala  Corporation  is a leading  designer,  producer and worldwide  marketer of
innovative  commercial  products,  systems and solutions that create  attractive
family-friendly environments for businesses and other public venues. The Company
produces  family  convenience   products,   children's   activity  products  and
children's  modular play equipment.  The Koala Bear Kare Baby Changing  Station,
the  Company's  flagship  product,  has been  installed  in  thousands of public
restrooms  worldwide.  The Baby Changing Station has provided the foundation for
the Company's growth and brand name recognition.

The Company markets its products,  systems and custom  solutions to a wide range
of businesses and public  facilities that serve customers and visitors who bring
children  to  their  establishments.  Koala  markets  its  products  through  an
integrated  program  of direct  sales  and  distribution  through  a network  of
independent  manufacturer's sales  representatives and dealers.  Since 1995, the
Company has increased its sales and  marketing  efforts  through the addition of
manufacturer's sales representatives, dealers and Company sales representatives.

Business Segments

The  Company's  sales  are  derived  from  two  business  segments:  (1)  Family
Convenience and Children's  Activity  Products,  and (2) Children's Modular Play
Equipment.

The Company's  convenience and activity  products include the flagship  product,
the baby changing station ("BCS").  Other  significant  products in this segment
are the sanitary paper liners for the BCS, the child protection seat, the infant
seat  kradle,  the high chair and  activity  products.  These  products are sold
direct and through  distribution.  The Company recognizes sales of products from
this business segment at the time the products are shipped, or by the percentage
of completion method of accounting for those projects where the build to install
timeline is of longer duration.

                                       8
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Business Segments (continued)

The Company's modular play equipment includes both indoor and outdoor equipment.
The indoor play equipment is custom designed for the customer. A catalog is used
to  promote  and  advertise  the  outdoor  play   equipment,   however,   custom
modifications  are often made to  accommodate  the customers  needs and desires.
These  products are  manufactured  by the Company at its  facilities  located in
British Columbia,  Florida,  Oregon and New York. These products are sold direct
and  through  manufacturers'  representatives/dealers.  The  company  recognizes
revenue at the time its products are shipped, or by the percentage of completion
method of accounting for those  projects where the build to install  timeline is
of longer duration.

The Company's quarterly revenues and net income are subject to fluctuation based
on customer  order  patterns  and Company  shipping  activity.  Because of these
fluctuations,  comparisons of operating  results from quarter to quarter for the
current  year or for  comparable  quarters  of the prior year may be  difficult.
Except as set forth below, these fluctuations are not expected to be significant
when considered on an annual basis.

Recent Acquisition

Acquisition of SCS Interactive:

Effective  March 1, 2000, the Company  purchased 100% of the common stock of SCS
Interactive,  Inc., a provider of  interactive  and modular  water play products
located in Tillamook, Oregon for cash and stock consideration of $25.7 million.

SCS products are primarily  marketed and sold to amusement and water parks.  The
SCS acquisition further broadens the Company's product lines and complements the
Company's 1998 and 1999  acquisitions  of Park Structures and Superior Foam. The
acquisition  also affords the Company an opportunity to sell its convenience and
children's  activity products into new markets.  SCS product line is included in
the children's modular play equipment business segment.


                                        9
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations

Three Months Ended March 31, 2000 compared to Three Months Ended March 31, 1999

Sales  increased  57% to $ 11,479,707  for the first quarter of 2000 compared to
$7,299,427  for the first  quarter of 1999.  Convenience  and  activity  product
segment sales  increased 34% to $4,251,853  for the three months ended March 31,
2000 compared to $3,178,432 for the three months ended March 31, 1999.  Sales by
Smart  Products and Superior  Foam were included in this segment as of September
1, 1999, and March 1, 1999,  respectively,  the effective date of each purchase.
Modular play equipment  segment sales  increased 75% to $7,227,854 for the first
quarter of 2000  compared  to  $4,120,995  for the first  quarter  of 1999.  The
inclusion  of SCS  Interactive  for  one  month  in the  first  quarter  of 2000
contributed to the increase.

Gross  profit  for the  first  quarter  of 2000 was  $5,704,921  (50% of  sales)
compared with $3,693,452 (51% of sales) for the first quarter of 1999. The gross
profit  percentage  for the first quarter 2000  decreased  from the gross profit
achieved  for first  quarter  1999  primarily  because  of the  increase  in the
proportional mix of modular play equipment sales,  which historically have lower
margins than the convenience and activity products.

Selling,  general and administrative expenses increased for the first quarter of
2000 to $2,971,928  (26% of sales) from  $1,852,239  (25% of sales) for the same
period in 1999. Sales and marketing  expenses  increased  $591,062 to $1,647,338
for the first quarter of 2000  compared to  $1,056,276  for the first quarter of
1999. This increase was due primarily to the inclusion of SCS Interactive, Smart
Products,  Superior  Foam, and the higher level of sales  achieved.  General and
administrative  expenses  increased $559,030 to $1,324,590 for the first quarter
of 2000  compared to $765,560  for the first  quarter of 1999.  The  increase in
general and administrative  expense was primarily the result of the inclusion of
SCS Interactive, Smart Products, and Superior Foam.

Net income for the first quarter of 2000 was $1,263,137  (11% of sales) compared
with $948,677 (13% of sales) for the first  quarter of 1999.  This  represents a
33% increase in net income. The historically lower margins from SCS Interactive,
Park Structures and Delta's sales contributed to the decrease in net income as a
percentage  of sales.  Net income per share  (assuming  dilution)  for the first
quarter  of 2000  increased  22%  compared  to the first  quarter  of 1999.  The
percentage  increase in net income per share (assuming  dilution) was lower than
the  percentage  increase in net income  primarily as a result of an increase in
the weighted average number of shares outstanding of 580,976 shares.

Liquidity and Capital Resources

The  Company's  free cash  flow,  defined  as net income  plus  non-cash  items,
increased  by $512,483 to  $1,807,906  for the three months ended March 31, 2000
from $1,295,423 for the three months ended March 31, 1999. The Company  finances
its business  activities  primarily from cash provided by operating  activities.
Cash provided by operating  activities for the three months ended March 31, 2000
and 1999  was  $209,598  and  $1,755,664,  respectively.  The  decrease  in cash
provided  by  operating  activities  for the three  months  ended March 31, 2000
compared  to the three  months  ended  March 31,  1999 is due  primarily  to the
integration of SCS  Interactive  into Koala  Corporation and a combination of an
increase in prepaids and inventory,  and a decrease in accrued liabilities.  The
Company continued its investment in inventory to support the sales growth,  also
resulting  in  a  corresponding   increase  in  accounts  payable.  The  Company
historically  incurs  significant  expenditures  for prepaid  advertising in the
first  quarter  of the  calendar  year.  These  expenditures  are for  catalogs,
brochures,  other print material, trade shows and media advertising that will be
utilized throughout the year.

                                       10
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Liquidity and Capital Resources (Continued)

Working  capital as of March 31, 2000 and December 31, 1999 was  $13,260,567 and
$12,629,482,  respectively,  and cash  balances were $30,271 and $173,936 at the
same dates. The low cash balances are due to the Company's  practice of applying
all excess cash against the line of credit to minimize  interest expense payable
on line of credit balances.

The Company  has used its  operating  cash flow  primarily  to expand  sales and
marketing  activities,  for  acquisition  and  development of new products,  for
capital  expenditures  and for  working  capital.  Net  cash  used by  investing
activities was  $17,812,994 and $21,486,930 for the three months ended March 31,
2000 and 1999,  respectively.  During  the first  quarter of 2000,  the  Company
utilized  all of its cash on hand and the credit  facility to purchase the stock
of SCS  Interactive.  In 1999, the Company  utilized all of its cash on hand and
the credit  facility  to pay the note  payable  related to the  purchase  of the
children's  modular play equipment  assets,  the commercial foam product assets,
and the additional  convenience assets. The Company also invested  approximately
$400,000  in the  first  quarter  of 1999 for the  data  and  telecommunications
infrastructure  utilized in the new KoalaTel  tele-sales  facility.  The Company
does not anticipate any significant capital expenditures in the near future.

The Company  increased  its secured  line of credit to $40.0  million from $15.0
million on March 1, 2000. The line of credit is secured by substantially  all of
the assets of the Company. The line of credit may be used for short-term working
capital  needs  and  future  acquisitions.  There  are no  compensating  balance
requirements  and the credit  facility  requires  compliance with financial loan
covenants  related  to debt  levels  compared  to  annualized  cash  flows  from
operations.  The credit  facility  terminates and is payable in full on March 1,
2003.  Interest  payments  are  required  at  least  every  three  months  at  a
fluctuating rate per annum equal to the applicable "Reserve Adjusted LIBOR Rate"
(8.47% at March 31,  2000).  A  commitment  fee in the amount of .25% is payable
quarterly  in arrears  based on the average  daily  unused  portion of the line.
There was  $31,487,000  outstanding  under the credit  facility  as of March 31,
2000.



                                       11

<PAGE>
                           PART II - OTHER INFORMATION


Item 1 - 5.  None

Item 6.   Exhibits and Reports on Form 8-K
          --------------------------------

         (a)   Exhibits

                  Exhibit 27.1  March 31, 2000 Financial Data Schedule.


         (b)   Reports on Form 8-K

                  On March 15, 2000,  the Company  filed a Form 8-K under Item 2
                  and Item 7 for the acquisition of SCS Interactive, Inc.





                                   SIGNATURES


In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report  to be  signed  on its  behalf  by the  undersigned,  thereto  duly
authorized.


KOALA CORPORATION

May 15, 2000                        /s/Mark A. Betker
- ------------                        ---------------------------
                                    Chairman and Chief Executive Officer
                                    (Principal Executive Officer)


May 15, 2000                        /s/Jeffrey L. Vigil
- ------------                        ----------------------------
                                    Vice President Finance and Administration
                                    (Principal Financial and Accounting Officer)






                                       12

<TABLE> <S> <C>


<ARTICLE>                     5
<MULTIPLIER>                                   1
<CURRENCY>                                     U.S.

<S>                             <C>
<PERIOD-TYPE>                                  3-MOS
<FISCAL-YEAR-END>                              DEC-31-2000
<PERIOD-START>                                 JAN-01-2000
<PERIOD-END>                                   MAR-31-2000
<EXCHANGE-RATE>                                                        1
<CASH>                                                     30,271
<SECURITIES>                                                    0
<RECEIVABLES>                                          11,280,344
<ALLOWANCES>                                            (155,443)
<INVENTORY>                                             8,118,697
<CURRENT-ASSETS>                                       21,657,147
<PP&E>                                                  5,615,948
<DEPRECIATION>                                        (1,253,185)
<TOTAL-ASSETS>                                         77,723,010
<CURRENT-LIABILITIES>                                   8,396,580
<BONDS>                                                         0
                                           0
                                                     0
<COMMON>                                                  639,713
<OTHER-SE>                                             35,989,607
<TOTAL-LIABILITY-AND-EQUITY>                           77,723,010
<SALES>                                                11,479,707
<TOTAL-REVENUES>                                       11,479,707
<CGS>                                                   5,774,786
<TOTAL-COSTS>                                           5,774,786
<OTHER-EXPENSES>                                        3,252,679
<LOSS-PROVISION>                                                0
<INTEREST-EXPENSE>                                        431,223
<INCOME-PRETAX>                                         2,021,019
<INCOME-TAX>                                              757,882
<INCOME-CONTINUING>                                     1,263,137
<DISCONTINUED>                                                  0
<EXTRAORDINARY>                                                 0
<CHANGES>                                                       0
<NET-INCOME>                                            1,263,137
<EPS-BASIC>                                                   .19
<EPS-DILUTED>                                                 .19


</TABLE>


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