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:
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 prep → concernant relating to relate prep → bezüglich +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. |
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