1 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- FORM 10 - QSB QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: COMMISSION FILE NUMBER JUNE 30, 1996 0-23672 SPORTS SCIENCES, INC. --------------------- (EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER) OHIO 34-1692323 ------------------------- ------------------------------------ (STATE OF INCORPORATION) (IRS EMPLOYER IDENTIFICATION NUMBER) 2075 CASE PARKWAY SOUTH (216) 963-0660 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND TELEPHONE NUMBER) SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: COMMON STOCK, NO PAR VALUE COMMON STOCK PURCHASE WARRANTS STATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASSES OF COMMON EQUITY, AS OF THE LATEST PRACTICABLE DATE: 5,714,911 SHARES OF COMMON STOCK, NO PAR VALUE, AT AUGUST 9, 1996. INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED TO BE FILED BY SECTION 12 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING THE PRECEDING 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 --- --- TRADITIONAL SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE): YES NO X --- --- ================================================================================ 2 SPORTS SCIENCES, INC. FORM 10-QSB FOR THE QUARTER ENDED JUNE 30, 1996 INDEX Page ---- Part 1. Financial Information Item 1. Financial Statements Balance Sheets as of June 30, 1996 (unaudited) and December 31, 1995 3 Statements of Operations for the three and six month periods ended June 30, 1996 and 1995 (unaudited) 4 Statements of Cash Flows for the six month period ended June 30, 1996 and 1995 (unaudited) 5 Notes to Financial Statements 6 Item 2. Management's Discussion and Analysis 7 Part 2. Other Information 9 Item 1. Legal Proceedings Item 2. Changes in Securities Item 3. Default upon Senior Securities Item 4. Submission of Matters to a Vote of Security Holders Item 5. Other Information Item 6. Exhibits and Reports on Form 8-K Signatures 10 2 3 ITEM 1. FINANCIAL STATEMENTS SPORTS SCIENCES, INC. BALANCE SHEETS (UNAUDITED) June 30, 1996 December 31, 1995 ------------- ----------------- ASSETS Current Assets Cash and cash equivalents $ 21,061 $ 166,944 Accounts receivable, net 304,153 301,634 Prepaid expenses and other current assets 96,599 68,230 Inventories: Raw Materials 379,161 497,157 Work-in-process 143,935 143,835 Finished Goods 77,467 158,722 ------------- ------- Total inventories 600,563 799,714 ------------- ------- Total current assets 1,022,376 1,336,522 Property and equipment, net 171,263 206,618 Other noncurrent assets Trade Credits 672,000 672,000 Other 87,091 74,218 ------------- ------ 759,091 746,218 TOTAL ASSETS $ 1,952,730 $ 2,289,358 ============= ============== LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities Notes payable, current portion $ 36,635 $ ----- Accounts payable 961,582 1,423,680 Accrued compensation and related liabilities 31,721 41,387 Other accrued expenses 237,594 269,584 ------------- ------- Total current liabilities 1,267,532 1,734,651 SHAREHOLDERS' EQUITY Preferred stock, no par value, 5,000,000 shares authorized. ---- ---- Common stock, at stated value ($0.0002), 10,000,000 shares authorized; 1,143 1,035 5,714,911 shares issued and outstanding at June 30, 1996 and 5,176,379 issued and outstanding at December 31, 1995. Paid in capital 5,174,055 4,803,192 Accumulated deficit (4,463,850) (4,249,520) Deferred offering costs (26,150) ---- -------------- -------------- Total shareholders' equity 685,198 554,707 ------------- -------------- TOTAL LIABILITIES AND EQUITY $ 1,952,730 $2,289,358 ============= ============== SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS 3 4 SPORTS SCIENCES, INC. STATEMENTS OF OPERATIONS THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, 1996 1995 1996 1995 ---- ---- ---- ---- Net Sales $ 451,522 $839,490 $563,006 $1,230,679 Cost of goods sold 305,107 746,397 425,395 1,064,350 ------- ------- ------- --------- Gross Margin 146,415 93,093 137,611 166,329 32% 11% 24% 14% Selling, general and administrative costs 113,888 500,735 281,714 997,763 Research and Development Costs 29,022 57,195 63,394 121,047 ------ ------ ------ ------- Income (Loss) from operations 3,505 (464,837) (207,497) (952,481) Other expense 5,934 30,288 6,833 52,913 ----- ------ ----- ------ Net loss $(2,429) $(495,125) $(214,330) $(1,005,394) ======= ========= ========= =========== Net loss per common share (0.00) (0.17) (0.05) (0.34) ======= ====== ====== ====== Shares used in calculation of net loss per common share (Note 2) 5,523,433 2,963,529 4,616,115 2,943,863 ========= ========= ========= ========= SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS 4 5 SPORTS SCIENCES, INC. STATEMENTS OF CASH FLOWS SIX MONTHS ENDED JUNE 30, 1996 1995 ------------- ----------- Cash flows from operating activities Net loss $ (214,330) $(1,005,394) Adjustments to reconcile net loss to net cash provided (used) in operating activities: Depreciation and amortization 42,885 43,679 Accounts receivable allowances (204,435) (284,669) Sale of inventory for trade credits, net of allowances ---- (604,800) Cash provided (used) by the change in: Accounts receivable 201,916 858,612 Inventories 199,150 753,434 Prepaid expenses and other assets (43,821) (36,713) Accounts payable (75,991) 178,217 Accrued expenses (41,657) 112,672 ------------ ----------- NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES (136,283) 15,038 CASH FLOWS FROM INVESTING ACTIVITIES Purchases of property and equipment (4,950) (25,890) CASH FLOWS FROM FINANCING ACTIVITIES Net (repayments) proceeds on line of credit ---- (343,572) Issuance of notes payable 36,635 150,000 Proceeds from issuance of common stock ---- 242,639 Expenditures for proposed public offering (41,285) (64,184) ------------- ------------ NET CASH USED BY FINANCING ACTIVITIES (4,650) (15,117) ------------- ------------ Net decrease in cash (145,883) (25,969) Cash and cash equivilents at beginning of period 166,944 44,719 ------------ ----------- Cash and cash equivilents at end of period $ 21,061 $ 18,750 ============ =========== SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS 5 6 SPORTS SCIENCES, INC. NOTES TO FINANCIAL STATEMENTS JUNE 30, 1996 (UNAUDITED) NOTE 1. BASIS OF PRESENTATION The accompanying financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The statements are unaudited but, in the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six month periods ended June 30, 1996 are not necessarily indicative of the results that may be expected for the year ending December 31, 1996. For further information, refer to the financial statements and footnotes thereto for the year ended December 31, 1995 included in the registrant's Annual Report on Form 10-KSB filed on April 12,1996. NOTE 2. NET LOSS PER COMMON SHARE Net loss per common share is computed using the weighted average number of shares of common stock and common equivalent shares outstanding. NOTE 3. CONSIGNED INVENTORY, WARRANTY AND RIGHT OF RETURN POLICIES Inventory consigned to customers is included in the Company's finished goods valuation. Revenue from these consignments is recognized when the consignee sells the product to individual consumers. All products carry a minimum ninety day manufacturer's warranty. The warranty period begins on the date of purchase by the individual consumer. Consumers, who purchase product from the Company, have a right to return the product for either merchandise, credit or refund (within thirty days of purchase) provided the product is free of damage or abuse not consistent with the normal use of the product. 6 7 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS RESULTS OF OPERATIONS Three Months Ended June 30, 1996 Compared to the Three Months Ended June 30, 1995 - ---------------------------------------------------------------------------- Net sales for the three months ended June 30, 1996 were $452,000 as compared to net sales of $839,000 for the same period in 1995. Net consumer product sales, excluding accessories, totaled $447,000 for the three months ended June 30, 1996, a decrease of $390,000 or 47%, over the same period in 1995. This decrease in net sales is attributable to the Company's inability, due to lack of capital resources, to satisfactorily market its products and to offer the extended terms that are demanded by retail distribution channels. International sales, including Canada, for the three month period ended June 30, 1996 were $7,000 as compared to $69,000 for the same period in 1995. Product return accruals for the three months ended June 30, 1996 were $14,000 compared to $149,000 during the same period in 1995. Gross margin percentage for the three months ended June 30, 1996 was 32% as compared to 11% for the same period in 1995. This improvement in gross margin percentage was due to the decrease in fixed manufacturing overhead expenditures, which totaled $32,000 for the three months ended June 30, 1996, a decrease of $80,000 from the same period in 1995. Total operating expenses for the three months ended June 30, 1996 were $143,000, consisting of selling, general and administrative costs of $114,000 and research and development costs of $29,000 compared to total operating expenses of $558,000 for the same period in 1995 consisting of selling, general and administrative costs of $501,000, and research and development costs of $57,000. During the second quarter of 1996 the Company's baseball products, Batter Up(R) and PC Batter Up, were approved by Little League(R) Baseball which will allow the Company to use the Little League(R) logo in all advertising. The Company hopes that this affiliation with Little League(R) Baseball will help create wide spread awareness of the Company's Batter Up(R) baseball games which operate with a Sega(R) Genesis, Super Nintendo(R) or personal computer. For the three months ended June 30, 1996 other expense was $6,000 compared to $30,000 during the same period in 1995. Other expense for the 1995 period consists of primarily interest expense and bank charges relating to the Company's now expired line of credit with Comerica Bank. Six Months Ended June 30, 1996 Compared to the Six Months Ended June 30,1995 - ---------------------------------------------------------------------------- Net sales for the six months ended June 30, 1996 were $563,000 as compared to net sales of $1,231,000 for the same period in 1995, a decrease of approximately 54%. Net consumer product sales, excluding accessories, decreased $666,000 or 55% during the first half of 1996 compared to the first half of 1995. This decrease in net sales is attributable to the Company's inability, due to lack of capital resources, to satisfactorily market its products and to offer the extended terms that are demanded by retail distribution channels. International sales, including Canada, for the six month period ended June 30, 1996 were $23,000 as compared to $93,000 over the same period in 1995. Product return accruals for the six months ended June 30, 1996 were $14,000 compared to $194,000 during the same period in 1995. Gross margin percentage for the six months ended June 30, 1996 was 24% compared to a 14% gross margin during the same period in 1995. This improvement in gross margin percentage was due to the decrease in fixed manufacturing overhead expenditures, which totaled $90,000 for the six months ended June 30, 1996, a decrease of $135,000 over the same period in 1995. 7 8 Total operating expenses for the six months ended June 30, 1996 were $345,000, consisting of selling, general and administrative costs of $282,000 and research and development costs of $63,000 compared to total operating expenses of $1,119,000 for the same period in 1995 consisting of selling, general and administrative costs of $998,000 and research and development costs of $121,000. Other expense for the six months ended June 30, 1996 was $7,000 as compared to $53,000 in the same period of 1995. Other expense for the 1995 period consists of primarily interest expense and bank charges relating to the Company's now expired line of credit with Comerica Bank. Financial Condition and Liquidity - --------------------------------- Cash flow used by operations was $136,283 for the six month period ended June 30, 1996 compared to cash flow provided by operations of $15,038 for the six month period ended June 30, 1995. During May 1996, the Company issued and sold 538,532 shares of its common stock to several creditors of the Company, in consideration for their cancellation of trade payable indebtedness owed by the Company in the aggregate amount of $386,106. Management believes that cash flow generated from operations during 1996 will not be sufficient to maintain minimum levels of operations or to effectively create market awareness for the Company's products. The Company expects that promotional and marketing expenditures, and as a result expected sales levels, will be significantly reduced from the levels of previous years until the Company is able to successfully complete long-term debt financing and/or private placements of equity and/or debt securities. To address its ongoing serious cash flow problems, the Company is attempting to obtain sufficient funds through long-term debt financing and/or private placements of equity and/or debt securities to provide adequate cash flow to sustain operations. The Company entered into a letter of agreement dated July 25, 1996 with Taglich Brothers, D'Amadeo, Wagner & Company, Inc. ("Taglich Brothers") pursuant to which Taglich Brothers will use its best efforts to sell $1,100,000 of the Company's equity securities. There can be no assurance that this proposed transaction will be consummated. The principal market maker of the Company's stock was prohibited from trading on the NASDAQ in March, 1995 due to its failure to maintain capital requirements. While the Company expected to engage a new market maker sometime during 1995, it's failure to do so has adversely affected the Company's ability to successfully complete equity financing. There can be no assurance that the Company will obtain a market maker in the near future. There can be no assurance that the Company will be able to generate or raise sufficient funds to meet minimum liquidity needs in 1996, 8 9 PART 2. OTHER INFORMATION ITEM 1 LEGAL PROCEEDINGS None ITEM 2 CHANGES IN SECURITIES None ITEM 3 DEFAULTS UPON SENIOR SECURITIES None ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None ITEM 5 OTHER INFORMATION None ITEM 6 REPORTS ON FORM 8-K The issuer filed two reports on Form 8-K during the second quarter of the fiscal year ended December 31, 1996. ** Current Report on Form 8-K dated May 14, 1996. ** Current Report on Form 8-K dated June 5, 1996. 9 10 SIGNATURES In accordance with the requirements of the Exchange Act, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized: SPORTS SCIENCES, INC. -------------------------- Date: August 12, 1996 /S/ John D. Lipps --------------- ------------------------------------- John D. Lipps, Chairman of the Board, President, Chief Executive Officer /S/ Nicholas J. Chuma ------------------------------------- Nicholas J. Chuma, Executive Vice President, Treasurer Chief Financial Officer and Secretary 11