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Collegiate Pacific Announces Fourth Quarter and Fiscal 2006 Year-End Results and Definitive Merger Agreement to Purchase Remaining Shares of Sport Supply Group, Inc.


DALLAS Dallas, city (1990 pop. 1,006,877), seat of Dallas co., N Tex., on the Trinity River near the junction of its three forks; inc. 1871. The second largest Texas city, after Houston, and the eighth largest U.S.  -- Collegiate col·le·giate  
adj.
1. Of, relating to, or held to resemble a college.

2. Of, for, or typical of college students.

3. Of or relating to a collegiate church.
 Pacific (AMEX AMEX

See: American Stock Exchange
:BOO):

--Fourth Quarter EPS (Encapsulated PostScript) A PostScript file format used to transfer a graphic image between applications and platforms. EPS files contain PostScript code as well as an optional preview image in TIFF, WMF, PICT or EPSI, the latter being an ASCII-only format.  Results of ($.09) in line with recent guidance

--Fiscal 2006 Year-End year-end also year·end
n.
The end of a year.

adj.
Occurring or done at the end of the year: a year-end audit.

Noun 1.
 results of $.18 in line with recent guidance

--Company sees solid start to Fiscal 2007 Q1 across Operating Platform

A conference call to discuss these results will be held today, September September: see month.  21, 2006, at 3:15 p.m. CDT CDT
abbr.
Central Daylight Time


CDT Central Daylight Time

CDT n abbr (US) (= Central Daylight Time) → hora de verano del centro;
(BRIT
 /4:15 p.m. EDT EDT
abbr.
Eastern Daylight Time


EDT Eastern Daylight Time

EDT n abbr (US) (= Eastern Daylight Time) → hora de verano de Nueva York

EDT 
 and may be accessed by dialing 888-396-2369 and entering passcode 43485605. A replay of the call will be available until September Until September is a 1984 romantic drama set in France. It stars Karen Allen as an American tourist in Paris who falls in love with a married Frenchman (Thierry Lhermitte). External links  29, 2006 by dialing 888-286-8010 and entering passcode 46605247.

Collegiate Pacific Inc. (AMEX:BOO) today announced results for its full fiscal year and fiscal quarter ending June June: see month.  30, 2006, and also announced the execution of a definitive merger agreement to acquire the remaining shares of Sport Supply Group Inc. it does not currently own for approximately $24 million in cash, or $8.80 per share, for each issued and outstanding share of Sport Supply Group, Inc.'s common stock, except for shares owned by Collegiate Pacific, or any of its subsidiaries. The merger agreement has been approved by the board of directors of SSPY, upon the recommendation of a special committee of the SSPY board of directors. The special committee received a fairness opinion Fairness Opinion

A report put together by qualified analysts or advisors providing to key decision makers an evaluation of and facts about a merger or acquisition.

Notes:
A fairness opinion serves as a document used for guidance in a merger, takeover, or acquisition.
 that the transaction is fair to the minority SSPY stockholders from a financial point of view. The merger agreement is subject to, among other things, the approval of the stockholders of SSPY and the obtaining of financing. Collegiate Pacific, which controls 73.2% of SSPY's voting power, has agreed to vote its shares of SSPY in favor of upon the side of; favorable to; for the advantage of.

See also: favor
 the merger at the SSPY stockholders meeting. Collegiate expects to finance the merger through borrowings under a new credit facility with Merrill Lynch Merrill Lynch & Co., Inc. (NYSE: MER TYO: 8675 ), through its subsidiaries and affiliates, provides capital markets services, investment banking and advisory services, wealth management, asset management, insurance, banking and related products and services on a global basis.  Business Financial Services The examples and perspective in this article or section may not represent a worldwide view of the subject.
Please [ improve this article] or discuss the issue on the talk page.
.

Commenting on the fourth fiscal quarter and fiscal year-end Fiscal Year-End

The completion of a one-year, or 12-month, accounting period.

Notes:
The reason that a company's fiscal year often differs from the calendar year and does not close on Dec 31, is due to the nature of company's needs.
 financial results, Michael Michael, archangel
Michael (mī`kəl) [Heb.,=who is like God?], archangel prominent in Christian, Jewish, and Muslim traditions. In the Bible and early Jewish literature, Michael is one of the angels of God's presence.
 J. Blumenfeld Blumenfeld is a surname and may refer to:
  • Anat Blumenfeld, Israelia biochemist
  • Benjamin Blumenfeld (1884–1947), Russian chess player
  • Erwin Blumenfeld (1897–1967), German-American photographer
, Chairman and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board.  of Collegiate Pacific, stated: "The fourth quarter and year end periods finished in line with the guidance we provided on August 9, 2006. Fiscal 2006 net sales Net Sales

The amount a seller receives from the buyer after costs associated with the sale are deducted.

Notes:
This amount is calculated by subtracting the following items from gross sales: merchandise returned for credit, allowances for damaged or missing goods, freight
 and gross profit came in generally at or near original plan, with selling, general and administrative expenses finishing higher due to a number of both one-time one-time
adj.
1. or one·time
a. Occurring or undertaken only once: a one-time winner in 1995.

b.
 expenses and platform building related expenses throughout the fiscal year. Despite a delay in the seasonal shipment of football uniforms and installation orders during the fourth quarter of fiscal 2006 and the expenses referred to above, fiscal 2006 still produced increased operating profits Operating profit (or loss)

Revenue from a firm's regular activities less costs and expenses and before income deductions.


operating profit

See operating income.
 over the year ago period -- to $8.3 million -- on net sales growth of 111% to $224 million and gross profit margins Gross profit margin

Gross profit divided by sales, which is equal to each sales dollar left over after paying for the cost of goods sold.


gross profit margin

A measure calculated by dividing gross profit by net sales.
 of 33.5%, which met the high-end of internal projections.

"We have forecasted fiscal 2007 to produce 10%+ top line organic growth with gross profit margins increasing to approximately 35% producing an operating profit of approximately $17 million. The Company has forecasted fiscal 2007 earnings per share of $0.52 -- $0.64 based upon the current ownership of 73.2% of SSPY. The hard work and internal processes put in place during fiscal 2006 should serve as a sound platform for earnings leverage and delivery in the coming years."

Commenting on the pending SSPY transaction, Mr. Blumenfeld stated: "I am very pleased to announce the execution of a definitive merger agreement to acquire the remaining shares of SSPY we do not currently own for $8.80 per share or approximately $24 million. This is an all cash transaction. Using cash versus stock to complete this acquisition is a benefit we believe to all parties involved as it speeds the time to closure -- allowing for potential synergy The enhanced result of two or more people, groups or organizations working together. In other words, one and one equals three! It comes from the Greek "synergia," which means joint work and cooperative action.  work once the companies are fully under common ownership to begin during the slower winter months -- while also removing potential overhang Overhang

Calculated as stock options granted, plus the remaining options to still be granted, and then divided by the total shares outstanding.

Notes:
A high percentage for the overhang is usually a bad thing.
 and dilution Dilution

A reduction in earnings per share of common stock that occurs through the issuance of additional shares or the conversion of convertible securities.

Notes:
Adding to the number of shares outstanding reduces the value of holdings of existing shareholders.
 from newly issued shares had they been issued at these levels. Subject to the satisfaction of all conditions, we anticipate closure of the transaction within the next 60 to 90 days. Completion of this transaction allows, we believe, for the full potential between Collegiate Pacific and Sport Supply Group to be realized. We anticipate -- with the hard work and dedication of both Sport Supply Group and Collegiate Pacific employees -- the transaction will offer significant accretion The act of adding portions of soil to the soil already in possession of the owner by gradual deposition through the operation of natural causes.

The growth of the value of a particular item given to a person as a specific bequest under the provisions of a will between the
 over the next 12-36 months as we work to accelerate top line growth, combine our manufacturing and distribution assets, and aggressively attack unnecessary costs throughout the system.

"Once the transaction is complete, and in keeping with my comments during the past year, I do intend to retire sometime toward the end of the calendar year. I will likely remain involved with the Company in a consulting capacity subject to the requests of the board of directors. Managerially, it is likely that current Collegiate Pacific President, Adam Blumenfeld, will occupy the position of Chief Executive Officer and current Sport Supply Group President Terry Babilla will occupy the position of President and COO (Cell Of Origin) See mobile positioning. . This too is subject to approval by Collegiate Pacific's board of directors and we will formally announce our succession plans as soon as those have become definitive. With the consummation CONSUMMATION. The completion of a thing; as the consummation of marriage; (q.v.) the consummation of a contract, and the like.
     2. A contract is said to be consummated, when everything to be done in relation to it, has been accomplished.
 of this transaction, I believe we have assembled as·sem·ble  
v. as·sem·bled, as·sem·bling, as·sem·bles

v.tr.
1. To bring or call together into a group or whole: assembled the jury.

2.
 the strongest managerial team and family of operating assets Operating Assets

Another term for working capital.
 in team sports history to take this business forward."

Commenting on the Year End and Go-Forward plans, Collegiate Pacific President Adam Blumenfeld stated: "Fiscal 2006 allowed for a number of essential building blocks to be put in place for future periods. For example, enhanced inventory management and financial reporting initiatives have been put into place in our recently acquired DOKS subsidiaries (Dixie, OTS See Office of Thrift Supervision. , Kesslers and Salkeld). Substantial improvement in both executive and mid-level managerial talent will allow us, we believe, greater visibility and potential for execution moving ahead.

"With the first two months of fiscal 2007 behind us, preliminary unaudited results suggest a solid start to the new fiscal year across the operating platform, with August producing the highest single month of net sales in corporate history. The first fiscal quarter is traditionally the Company's largest quarter of the fiscal year and sets the pace we hope for the seasons ahead. We are excited and prepared to move forward with a number of initiatives to maximize the performance of both Collegiate Pacific and Sport Supply Group upon closure of the pending transaction. We look forward to working with the many talented employees of Sport Supply Group and welcoming them fully into the Collegiate Pacific family."
COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
                      CONSOLIDATED BALANCE SHEETS

                                                     June 30,
                                           ---------------------------
                                               2006          2005
                                           ------------- -------------
                                           (In thousands, except share
                                              and per share amounts)
                  ASSETS
CURRENT ASSETS:
     Cash and cash equivalents                   $4,079       $40,326
     Accounts receivable, net of allowance
      for doubtful accounts of $1,496 and
      $1,042, respectively                       31,004        18,132
     Inventories                                 37,185        17,479
     Current portion of deferred income
      taxes                                       2,625           775
     Prepaid income taxes                         1,607           645
     Prepaid expenses and other current
      assets                                      2,199           601
                                           ------------- -------------
             Total current assets                78,699        77,958
PROPERTY AND EQUIPMENT, net of accumulated
 depreciation of $2,755 and $1,294,
 respectively                                    10,087         1,501
DEFERRED DEBT ISSUANCE COSTS, net of
 accumulated amortization of $1,076 and
 $393, respectively                               2,782         3,017
INTANGIBLE ASSETS, net of accumulated
 amortization of $2,188 and $853,
 respectively                                     9,014         1,863
GOODWILL                                         40,280        23,848
DEFERRED INCOME TAXES                             3,156            --
OTHER ASSETS, net                                   417           409
                                           ------------- -------------

             Total assets                      $144,435      $108,596
                                           ============= =============

   LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
     Accounts payable                           $14,802        $9,782
     Accrued liabilities                          5,896         1,725
     Dividends payable                              256           255
     Accrued interest                               329           250
     Current portion of long-term debt            2,210           330
     Deferred tax liability                          15            --
                                           ------------  -------------
             Total current liabilities           23,508        12,342
DEFERRED TAX LIABILITY                            3,259           700
NOTES PAYABLE AND OTHER LONG-TERM DEBT           62,284        50,448
COMMITMENTS AND CONTINGENCIES
MINORITY INTEREST IN SUBSIDIARY                   8,150            --
STOCKHOLDERS' EQUITY:
    Preferred stock, $0.01 par value, 1,000,000
     shares authorized; no shares issued            --             --
    Common stock, $0.01 par value, 50,000,000
     shares authorized; 10,315,191 and 10,205,780
     shares issued and 10,229,165 and 10,119,754
     shares outstanding, respectively               103           102
    Additional paid-in capital                   43,162        41,911
    Retained earnings                             4,626         3,750
    Treasury stock at cost, 86,026 shares          (657)         (657)
                                           ------------  -------------
             Total stockholders' equity          47,234        45,106
                                           ------------  -------------

             Total liabilities and
                stockholders' equity           $144,435      $108,596
                                           ============  =============



               COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF INCOME

                                  For the fiscal years ended June 30,
                                 -------------------------------------
                                    2006         2005         2004
                                 ------------ ----------- ------------
                                 (In thousands, except per share data)
Net sales                           $224,238    $106,339      $39,562
Cost of sales                        149,159      70,385       25,606
                                 ------------ ----------- ------------

             Gross profit             75,079      35,954       13,956

Selling, general and
 administrative expenses              66,767      28,651       11,109

             Operating profit          8,312       7,303        2,847
                                 ------------ ----------- ------------

Other income (expense):
     Interest income                     117         581           22
     Interest expense                 (4,545)     (2,160)         (52)
     Other income                        223         174           18
                                 ------------ ----------- ------------

             Total other expense      (4,205)     (1,405)         (12)
                                 ------------ ----------- ------------

             Income before
              minority interest
              in income of
              consolidated
              subsidiary and
              income taxes             4,107       5,898        2,835

Income tax provision                   1,603       2,297        1,162
Minority interest in income of
 consolidated subsidiary, net of
 tax                                     608          --           --
                                 ------------ ----------- ------------

             Net income               $1,896      $3,601       $1,673
                                 ============ =========== ============

Weighted average number of
 shares outstanding:
             Basic                10,182,428  10,031,314    6,324,950
                                 ============ =========== ============
             Diluted              10,399,130  10,279,185    7,571,910
                                 ============ =========== ============

Net income per share of common
 stock - basic                         $0.19       $0.36        $0.26
                                 ============ =========== ============
Net income per share of common
 stock - diluted                       $0.18       $0.35        $0.22
                                 ============ =========== ============

Dividends declared per share of
 common stock                          $0.10       $0.10        $0.10
                                 ============ =========== ============


This press release contains "forward-looking statements forward-looking statement

A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections.
" within the meaning of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and  of 1995. These forward-looking statements include statements relating to relating to relate prepconcernant

relating to relate prepbezüglich +gen, mit Bezug auf +acc 
 Collegiate Pacific's anticipated financial performance, business prospects, new developments and similar matters, and/or statements preceded by, followed by or that include the words "believes," "could," "expects," "anticipates," "estimates," "intends," "plans," or similar expressions. These forward-looking statements are based on management's current expectations and assumptions, which are inherently subject to uncertainties, risks and changes in circumstances CIRCUMSTANCES, evidence. The particulars which accompany a fact.
     2. The facts proved are either possible or impossible, ordinary and probable, or extraordinary and improbable, recent or ancient; they may have happened near us, or afar off; they are public or
 that are difficult to predict. Actual results may differ materially from those suggested by the forward-looking statements due to a variety of factors, including changes in business, political, and economic conditions due to the threat of future terrorist activity or otherwise, actions and initiatives by current and potential competitors, the satisfaction of the closing conditions to the merger with Sport Supply Group including the receipt of financing on terms acceptable to Collegiate Pacific, and certain other additional factors described in Collegiate Pacific's filings with the Securities and Exchange Commission. Other unknown or unpredictable factors also could have material adverse effects on Collegiate Pacific's future results, performance or achievements. In light of these risks, uncertainties, assumptions and factors, the forward-looking events discussed in this press release may not occur. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date stated, or if no date is stated, as of the date of this press release. Collegiate Pacific is not under any obligation and does not intend to make publicly available any update or other revisions to any of the forward-looking statements contained in this press release to reflect circumstances existing after the date of this press release or to reflect the occurrence of future events even if experience or future events make it clear that any expected results expressed or implied by those forward-looking statements will not be realized.
COPYRIGHT 2006 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2006, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Date:Sep 21, 2006
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