BOO Collegiate Pacific

Collegiate Pacific Inc. (AMEX:BOO): -- FY05 EPS of $.40 Before ($.03) in Acquisition Charges - $.37 After Charges -- FY Revenue $106.3M up 169%; FY Operating Profits up 137% -- Company Discusses Guidance; Sees $.75 - $1.00 FY07 Fully Diluted EPS Collegiate Pacific Inc. (AMEX:BOO) today announced its year end results for FY05 and also announced it has executed a definitive merger agreement to acquire the remaining outstanding shares of Sport Supply Group, Inc. (SSPY) for $6.74 per share through the exchange of .56 shares of BOO common stock for each outstanding share of SSPY common stock. The exchange ratio was negotiated based on recent average trading prices for BOO common stock and a price of $6.74 per SSPY common share, the same price Collegiate Pacific paid in cash for its purchase of 53% of Sport Supply Group on July 1. The merger agreement has been approved by a special committee of the Sport Supply Group board after receipt of an independent fairness opinion that the transaction is fair to the minority SSPY shareholders from a financial point of view. While still under review, it is currently contemplated that holders of outstanding in-the-money SSPY stock options would be able to exercise their options prior to closing or exchange the net spread in their options for BOO shares on the same basis as the SSPY shareholders. Michael J. Blumenfeld, Chairman and CEO of Collegiate Pacific, stated: "We are pleased to have finished FY05 with sales, gross margins and operating income (excluding non-cash acquisition charges) at or above the high end of our anticipated range, and have set the stage for an exciting FY06 commencing with the planned purchase of the remaining shares of SSPY. During FY05, Sales, General and Administrative Expenses ran slightly ahead of plan as we worked to ready the operating platform. We acquired 45 industry salesmen during their seasonal slow period (January - June), resulting in expenses that preceded their selling season (July - December). This seasonal cycle should reverse itself in the coming six-month period. As well, the Company incurred approximately $470,000 in non-cash FAS-141 intangibles charges in connection with recent acquisitions -- or approximately $.03 per share in FY05, a substantial majority of which amortization was charged against the earnings in the fourth fiscal quarter. These non-cash acquisition-related charges do not diminish our enthusiasm for what has been accomplished in FY05. Our acquired sales forces and organic catalog divisions performed exceptionally well during the year, setting the stage for exciting times to come. Please note that our FY05 results do not reflect any contribution from SSPY since we did not acquire our 53% interest in SSPY until after the end of our fiscal year." Commenting on the definitive merger agreement with Sport Supply Group, Michael J. Blumenfeld stated: "It gives us great pleasure to have reached agreement to acquire the remaining shares of SSPY. Under the terms of the merger agreement, SSPY shareholders will receive an exchange ratio of .56 shares of BOO common stock for each share owned of SSPY common stock. For purposes of this calculation, Collegiate Pacific's common stock was valued at its 30 day average trading price prior to the date of this announcement, equaling $12.03 per share. Sport Supply Group shares were valued at $6.74, resulting in a transaction value of approximately $28 Million not including in the money stock options. The Company anticipates the transaction will close, subject to the approval of both SSPY and BOO shareholders and certain other conditions, towards the end of calendar 2005. We expect to file a registration statement and proxy statement with respect to the proposed merger with the SEC around the end of September. We look forward to the SSPY shareholders joining the BOO family and expect this transaction to provide a significant increase in the liquidity of their holdings. "In keeping with previous expectations and the management succession program the Board of Directors is reviewing, I anticipate the senior management structure of the Company post-closing to consist of myself as Chairman of the Board, Adam Blumenfeld as CEO, and Terrence Babilla as President of the Company. William Estill will retain his position as CFO. These changes are consistent with my intention to fully retire from day to day operations by the end of FY06." Adam Blumenfeld, President of Collegiate Pacific, stated: "This Sport Supply Group transaction will further cement Collegiate Pacific's position as the premiere marketing and distribution company in the United States for team sporting goods equipment and uniforms. By fully combining the ownership of the two companies now, we should be able to accelerate our efforts to combine the marketing, manufacturing and distribution assets of the two companies for the benefit of both groups of shareholders. Collegiate Pacific's core competencies of marketing, sales and product design are a strong complement to SSPY's expertise in distribution, technology, and fiscal discipline. We have filed a Power Point presentation as an 8-K exhibit which speaks to many of the benefits of this transaction. We encourage our investors to review this document, which is available at Edgar-online and on our corporate website at www.cpacsports.com. Some anticipated future benefits for the fully integrated companies over time include: -- Inventory Reductions increase Cash Flow: elimination of 750+ like-SKUs -- Combination of Manufacturing Facilities: overhead absorption and profit potential -- Combination of Distribution Facilities: operating efficiencies and rent reduction in future periods -- Combination of International Sourcing Efforts: extra volume yields profit potential -- Combined Marketing Efforts: optimized target marketing; product penetration -- Combination of Office Space: potential rent reduction in future periods -- Leveraging SSPY's IT and Web Infrastructure: industry-leading solution -- Leveraging BOO's Sales and Marketing Expertise: 750+ yrs of industry experience -- General and Administrative Savings: Re-negotiated costs based on combined size -- Availability of SSPY product to BOO's 200 salesmen and 1.5M catalogs -- Availability of BOO product to SSPY's Web sites, distributors, and 1.7M catalogs -- General Operating Efficiencies: adoption of best practices across the platform Regarding go-forward guidance, Adam Blumenfeld commented: "We are now prepared to discuss forward-looking earnings projections for FY06 and FY07. For FY06, assuming closing of the transaction towards the end of calendar 2005, we are comfortable with current analyst projections of $220 - $230 Million in consolidated net sales and fully diluted EPS of $.60 - $.70 per share -- excluding acquisition related intangible amortization charges and Sarbanes Oxley first-year 404 compliance costs connected with bringing both Collegiate Pacific and Sport Supply Group into compliance by June 30, 2006. We intend to expense these charges as they occur, and will be breaking out SOX and transaction related expenses in our quarterly earnings announcements to provide the investment community with full visibility to non-cash intangibles and SOX related expenses. We are budgeting approximately $1.4 Million (pre-tax) for our first-year SOX 404-related expense and $1.3 Million (pre-tax) for FAS-141 non-cash intangibles-related charges in connection with our acquisitions, the majority of which is directly attributable to Sport Supply Group, Inc. We see FY06 EBITDA greater than $15 Million after these charges. These projections assume a fully diluted share count of 10.4 Million shares in the first two quarters of FY06 and 12.95 Million shares in the final two quarters of FY06, and a blended FY06 count of 11.7M shares. "For FY07, assuming closing of the transaction towards the end of calendar 2005, the Company sees fully diluted EPS in a range of $.75 - $1.00 on consolidated net sales of approximately $250 Million, assuming no further acquisitions. The Company sees FY07 EBITDA greater than $20 Million. We intend to update FY07 guidance as conditions merit, and certainly towards the end of FY06 as the fiscal year unfolds. "Investors should be mindful of the significant seasonality shift SSPY brings to our business. The first fiscal quarter of 2006 stands to be the Company's strongest quarter with consolidated net sales, including SSPY, of greater than $60 Million. SSPY will weaken our second quarter due to fewer school days in the holiday season, but strengthen the third and fourth quarters as both Collegiate Pacific and Sport Supply Group catalogs enjoy strong Spring sports seasons. Our efforts in the coming quarters and years will be directed towards driving top line sales growth, combining the operations to extract operating leverage, and bringing SSPY's gross margin more in line with that of Collegiate Pacific. We believe each additional point in company-wide gross margins has a $.10 - $.12 positive impact to fully diluted EPS of the combined entity -- thus our particular focus on margin improvement." Adam Blumenfeld concluded: "The combination of Collegiate Pacific's core organic growth rate, recently acquired sales forces, and future full ownership of Sport Supply Group puts BOO in a unique position to lead the team sporting goods industry. While no business grows from $40 Million to an estimated $250 Million in FY07 without challenges, we remain confident and committed to our 3-year plan of building both the financial and franchise value of the company for the benefit of all shareholders." Today, the Company will host a previously announced 7:30 a.m. CDT/8:30 a.m. EDT conference call which may be accessed by dialing 888-286-8010 and using password 81097777. A replay of the call will be available for 30 days and may be accessed by dialing 888-286-8010 and using passcode 66085387. -0- *T COLLEGIATE PACIFIC, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS As of June 30, 2005 and 2004 2005 2004 ------------- ------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $40,325,716 $7,473,145 Accounts receivable, net of allowance for doubtful accounts of $1,042,496 and $635,531, respectively 18,131,753 10,683,860 Inventories 17,446,556 9,214,063 Current portion of deferred taxes 741,209 149,414 Prepaid income taxes 498,336 -- Prepaid expenses and other current assets 601,439 496,912 ------------- ------------- Total current assets 77,745,009 28,017,394 PROPERTY AND EQUIPMENT, net of accumulated depreciation of $1,367,281 and $870,394, respectively 1,501,096 831,205 DEFERRED DEBT ISSUANCE COSTS, net of accumulated amortization of $392,932 and $0, respectively 3,017,427 -- INTANGIBLE ASSETS, net of accumulated amortization of $823,312 and $346,238, respectively 2,198,417 429,833 GOODWILL 24,192,455 17,308,487 DEFERRED INCOME TAXES -- 100,812 OTHER ASSETS 409,068 259,012 ------------- ------------- Total assets $109,063,472 $46,946,743 ============= ============= LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILTIES: Accounts payable $9,782,479 $4,983,603 Accrued liabilities 1,724,783 1,283,553 Dividends payable 255,144 247,128 Accrued interest 250,000 -- Current portion of long-term debt 329,867 124,800 Income taxes payable -- 700,850 ------------- ------------- Total current liabilities 12,342,273 7,339,934 REDEEMABLE COMMON STOCK -- 7,250,000 DEFERRED TAX LIABILITY 779,529 -- LONG-TERM DEBT 50,448,153 73,200 COMMITMENTS AND CONTINGENCIES -- -- 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; 10,205,780 and 9,884,142 shares issued and 10,119,754 and 9,798,116 shares outstanding, respectively 102,058 98,842 Additional paid-in capital 41,911,008 31,469,423 Retained earnings 4,137,902 1,372,795 Treasury stock at cost, 86,026 shares, respectively (657,451) (657,451) ------------- ------------- Total stockholders' equity 45,493,517 32,283,609 ------------- ------------- Total liabilities and stockholders' equity $109,063,472 $46,946,743 ============= ============= COLLEGIATE PACIFIC INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME For the years ended June 30, 2005 and 2004 2005 2004 ------------- ------------- Net sales $106,339,351 $39,561,521 Cost of sales 70,001,153 25,372,325 ------------- ------------- Gross profit 36,338,198 14,189,196 Selling, general and administrative expenses 28,275,165 10,866,254 Amortization expense 469,260 119,232 ------------- ------------- Operating profit 7,593,773 3,203,710 ------------- ------------- Other income (expense): Interest income 580,862 22,388 Interest expense (2,160,281) (52,415) Other 174,644 18,376 ------------- ------------- Total other expense (1,404,775) (11,651) ------------- ------------- Income before income taxes 6,188,998 3,192,059 Income tax provision 2,410,394 1,308,367 ------------- ------------- Net income $3,778,604 $1,883,692 ============= ============= Weighted average number of shares outstanding: Basic 10,031,314 6,324,950 ============= ============= Diluted 10,279,185 7,571,910 ============= ============= Net income per share common stock - basic $0.38 $0.30 ============= ============= Net income per share common stock - diluted $0.37 $0.25 ============= ============= *T EBITDA means earnings before interest, taxes, depreciation and amortization, and calculated as net income plus (i) interest expense net of interest income, (ii) income tax provision, and (iii) depreciation, depletion and amortization. EBITDA should not be considered as an alternative to net income or operating income as an indication of our operating performance. EBITDA is not necessarily comparable to similarly titled measures of other companies. EBITDA is presented here because it is a widely used financial indicator used by investors and analysts to measure performance. Collegiate Pacific is the nation's fastest growing manufacturer and supplier of sports equipment primarily to the institutional and team dealer markets. The Company offers more than 4,500 products to 300,000 prospective and existing customers. The Company distributes approximately 1.5 million catalogs annually and employs approximately 170 professional road salesmen. Sport Supply Group is a leading direct marketer and B2B e-commerce supplier of sporting goods and physical education equipment to the institutional and youth sports market place. Athletes, coaches and instructors in schools, colleges, universities, governmental agencies, camps and youth organizations across the country use our products. Collegiate Pacific (AMEX:BOO) owns approximately 53% of Sport Supply Group's issued and outstanding common stock. This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements relating to 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 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, actions and initiatives by current and potential competitors, the future performance of Sport Supply Group as a subsidiary of Collegiate Pacific and the ability of Collegiate Pacific to realize benefits from its purchase of a majority interest in Sport Supply Group, the satisfaction of the closing conditions to the merger with Sport Supply Group and the ability of Collegiate Pacific to realize additional benefits from full ownership of Sport Supply Group as well as the costs and timing associated with the integration process, the impact of costs related to FAS-141 on the accounting for Collegiate Pacific's acquisitions, and certain other additional factors described in Collegiate Pacific's filings made from time to time 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. In connection with the proposed merger with Sport Supply Group, Collegiate Pacific will file a registration statement with the Securities and Exchange Commission containing a proxy statement/prospectus. The proxy statement/prospectus will be mailed to the stockholders of Collegiate Pacific and Sport Supply Group to consider and vote upon the proposed merger. Investors and stockholders are urged to carefully read the proxy statement/prospectus and other relevant materials filed with the Securities and Exchange Commission when they become available because they will contain important information about Collegiate Pacific, Sport Supply Group, the merger and other related matters. Investors and stockholders may obtain free copies of these documents (when they are available) and other documents filed by Collegiate Pacific at the Securities and Exchange Commission's Web site at www.sec.gov. These documents can also be obtained for free from Collegiate Pacific by directing such request to the Company's Investor Relations at 972-243 8100. Collegiate Pacific and its directors, executive officers and other members of its management and employees may be deemed to be participants in the solicitation of proxies from its stockholders in connection with the proposed merger. Information concerning the interests of Collegiate Pacific's participants in the solicitation is set forth in Collegiate Pacific's proxy statements and Annual Reports on Form 10-KSB, previously filed with the Securities and Exchange Commission, and in the proxy statement/prospectus relating to the merger when it becomes available.