UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: April 30, 2001 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from _________________ to _________________ Commission file number: 000-28499 JAGGED EDGE MOUNTAIN GEAR, INC. (Exact name of small business issuer as specified in its charter) COLORADO 84-144-8778 ---------- ------------- (State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.) 55 East 100 South, Moab UT 84532 ----------------------------------- (Address of principal executive offices) 435-259-8900 ------------ (Registrant's telephone number) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 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 the filing requirements for at least the past 90 days. Yes X No ----- ------ State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: SHARES OUTSTANDING of common stock, $0.001 par value per share, as of June 11, 2001 are 16,746,578. JAGGED EDGE MOUNTAIN GEAR, INC. Index to Form 10-QSB April 30, 2001 Page Part I. FINANCIAL INFORMATION Item 1: Financial Statements (Unaudited) Balance Sheets as of: F-1 April 30, 2001 and July 31, 2000 Statements of Operations for the Three and Nine Months Ended F-2 April 30, 2001 and April 30, 2000 Statements of Cash Flows for the Nine Months Ended F-3 April 30, 2001 and April 30, 2000 Notes to Financial Statements F-6, F-7 Item 2: Management's Discussion and Analysis of Financial Condition And Results of Operations Item 3: Quantitative and Qualitative Disclosure About Market Risk Part II. OTHER INFORMATION: Item 1: Legal Proceedings 12 Item 6: Exhibits and Reports on Form 8-K 12 Signature Page 13 2 Part I PART I - FINANCIAL INFORMATION Item 1. Financial Statements JAGGED EDGE MOUNTAIN GEAR, INC. BALANCE SHEETS April 30, July 31, 2001 2000 ----------- ---------- ASSETS Current Assets: Cash $230,528 $ 64,277 Accounts receivable, less allowance for doubtful accounts of $10,000 and $10,000 132,783 28,854 Other receivables -0 29,341 Inventories 372,211 851,087 Prepaid expenses 8,267 2,977 --------- -------- Total Current Assets 743,789 976,536 Equipment and Leasehold Improvements, net 171,550 234,649 Other Assets: Trade name, net 17,834 19,667 Deposits 22,026 22,951 ---------- ---------- Total Assets $955,199 $1,253,803 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable and accrued liabilities $ 695,570 $ 526,909 Credit cards 71,800 70,461 Current portion of long-term debt 61,457 181,157 --------- --------- Total Current Liabilities 828,827 778,527 Long-Term Debt, net of current portion 175,376 164,041 ---------- ---------- Total Liabilities 1,004,203 942,568 ---------- ---------- Stockholders' Equity: Preferred stock $.001 par value; 10 million shares authorized, none issued Common stock $.001 par value; 50 million shares authorized, 16,746,578 and 16,741,978 shares issued and outstanding 16,747 16,742 Additional paid-in capital 2,208,925 2,208,262 Accumulated (deficit) (2,274,676) (1,913,769) ---------- ---------- Total Stockholders' Equity (49,004) 311,235 ---------- ---------- Total Liabilities and Stockholders' Equity $ 955,199 $1,253,803 ========== ========== See accompanying notes. F-1 JAGGED EDGE MOUNTAIN GEAR, INC. STATEMENTS OF OPERATIONS For the Three Month and Nine Month Periods Ended April 30, 2001 and 2000 Three Months Ended Nine Months Ended April 30, April 30, 2001 2000 2001 2000 ---- ---- ---- ---- Sales $ 689,962 $ 844,580 $ 2,948,241 $ 2,327,301 Cost of Goods Sold 416,049 516,572 1,699,229 1,601,321 ---------- ---------- ---------- ---------- GROSS PROFIT 273,913 328,008 1,249,012 725,980 Operating Expenses: Selling 188,257 145,586 1,025,679 763,886 General, & Administrative 213,879 355,645 549,476 580,486 Depreciation & Amortization 21,700 8,066 64,932 24,931 ---------- ---------- ---------- ---------- 423,836 509,297 1,640,087 1,369,303 OPERATING LOSS (149,923) (181,289) (391,075) (643,323) Other Income (Expense): Interest Expense (7,184) (9,999) (53,574) (32,889) Other Income 83,749 1,225 83,749 2,961 ---------- ---------- ---------- ---------- NET LOSS BEFORE INCOME TAX (73,358) (190,063) (360,900) (673,250) Provision for Income Tax -- -- -- -- ---------- ---------- ---------- ---------- NET (LOSS) $ (73,358) $(190,063) $ (360,900) $(673,250) ========== ========== ========== ========== BASIC AND DILUTED LOSS PER SHARE $ (0.00) $ (0.01) $ (0.02) $ (0.05) ========== ========== ========== ========== Weighted Average Shares 16,745,078 13,781,782 16,743,039 13,887,453 ========== ========== ========== ========== See accompanying notes. F-2 JAGGED EDGE MOUNTAIN GEAR, INC. STATEMENTS OF CASH FLOWS For the Nine Months Ended April 30, 2001 and 2000 2001 2000 ---------- ---------- Cash Flows from Operating Activities: Net (loss) $ (360,900) $ (673,250) Depreciation and amortization 64,932 24,932 Common stock issued as compensation -- 2,270 Common stock issued in lieu of interest 667 20,845 Expenses paid with common stock -- 5,224 Changes in assets and liabilities: (Increase) / Decrease in accounts receivable (103,929) 67,167 Decrease in other accounts receivable 29,341 -- (Increase) / Decrease in inventories 478,876 177,668 Increase in checks in excess of balance -- 2,872 (Increase) in prepaid expenses (5,290) -- (Increase) in other assets 925 993 Increase / (Decrease) in accounts payable 164,099 137,974 and accrued liabilities Increase / (Decrease) in credit cards 1,339 2,207 ---------- ---------- Net Cash provided (Used) by Operating 270,060 (231,098) Activities ---------- ---------- Cash Flows from Investing Activities Purchase of equipment -- (32,167) Purchase of trademark -- (15,000) Stock issued as partial payment on trademark -- 10,000 ---------- ---------- Net Cash Used by Investing Activities -- (37,167) ---------- ---------- Cash Flows from Financing Activities Proceeds from short-term debt 502,285 39,182 Principal payments on short-term debt (606,093) (64,353) Proceeds from long-term debt -- 10,000 Principle payments on long-term debt -- (33,801) Proceeds from issuance of stock -- 325,300 Repurchase of common stock -- (1,340) ---------- ---------- Net Cash Provided by Financing Activities (103,808) 274,988 ---------- ---------- (Decrease) / Increase in Cash and Cash Equivalents 166,252 6,722 Cash and Cash Equivalents - Beginning of Period 64,277 42,606 ---------- ---------- Cash and Cash Equivalents - End of Period $ 230,529 $ 49,328 ========== ========== Supplemental disclosures: Cash paid for interest $ 50,767 $ 37,235 See accompanying notes. F-3 Notes to Financial Statements: Note 1 - Management's Representation: The management of Jagged Edge Mountain Gear, Inc. (JEMG,"The Company") without audit, has prepared the attached financial statements pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. Accordingly, the interim, unaudited financial statements should be read in conjunction with the financial statements included in the Company's Annual Report on Form 10-KSB for the fiscal year ended July 31, 2000 (the Form "10-KSB"). These financial statements have been prepared by the Company in a manner consistent with that used in the preparation of the financial statements included in the Form 10-KSB. In the opinion of Management, the accompanying financial statements reflect all adjustments considered necessary for fair presentation of financial position and results of operations and cash flows for the periods presented. All adjustments were of a normal recurring nature, and the attached financial statements present fairly the financial position for the nine-month period ended on April 30, 2001. The results of operations for the three-month and nine-month periods ended on April 30, 2001 are not necessarily indicative of the results to be expected for the fiscal year ending July 31, 2001. Certain amounts recorded in the fiscal year 2000 (FY2000) three-month and nine-month periods have been reclassified to conform to the fiscal year 2001(FY2001) presentation. Note 2 - Basis of Presentation: Going Concern Consideration. The Company has incurred significant losses since It's inception, and this, coupled with a shortage of liquidity, raises substantial doubt about its ability to continue as a going concern. These conditions are partially the result of less than expected sales volumes during fiscal 2000 and 1999; in addition, the Company incurred substantial cost inefficiencies associated with rapid expansion in fiscal 2000 and 1999. The Company, during FY2001 and beyond hopes to achieve increased future sales volume by substantially increasing the distribution of their mail order catalog and adding a new product brand targeted at younger customers. Management also hopes to improve the gross margin by increasing sales prices and controlling discounting. The success of these plans will directly affect the Company's ability to meet its short-term obligations. Note 3 - Debt: During August and September 2000, the Company borrowed $475,000 from an individual through a corporation controlled by him. The loan interest rate was at 1 1/4% over the London Interbank Offer Rate, was due in 120 days, and secured by inventory. As consideration for making the loan, the lender was granted options to purchase 400,000 shares of common stock at $.28 per share for three years. The loan was due in December 2000, but the Company did not have the available cash reserves to pay the loan. During January 2001 the loan, plus accrued interest, was settled between the Company and the lender for a mutually satisfactory amount of available inventory sold to the individual's corporation at a price less than standard markup. A loan previously carried on the books at $127,000 was renegotiated with the maker, extending its due date one year. The note is now due in December 2001. As part of this agreement, principle payments totaling $25,271 were made on this note during February and March 2001. The current principal balance is $100,000. A small business loan carried on the books at approximately $43,000 was paid off in its entirety during March 2001. The maker exercised an option to accelerate the note due date. F-4 A short-term note payable through a related party carried on the books at approximately $27,500 came due at the makers request and was paid off in its entirety in February 2001. Note 4 - Stock Issued as Compensation: During the current nine-month period ended April 30, 2001 no Company stock was issued as compensation. During the comparative nine-month period ended April 30, 2000, the Company issued 9,000 shares of restricted common stock to employees as compensation. The company recorded $2,270 of expense for this transaction. During the current nine-month period the Company issued a total of 4,600 shares of restricted common stock to comply with a requirement of one of its loan agreements. The Company recorded $668 of interest expense related to this transaction. During the comparative period, the Company issued 27,250 shares of restricted common stock valued at $20,845 as compensation for accrued interest. During the current nine-month period no Company stock was issued as payment for miscellaneous expenses. During the comparative nine-month period the Company issued 2,750 shares of restricted common stock as compensation for miscellaneous expenses. Total expense recognized and recorded by the Company during the comparative period for this transaction was $5,224. Note 5 - Stock Sales: The Company did not sell any of its common stock during the current nine-month period ended April 30, 2001. During the comparative nine-month period ended April 30, 2000 the Company sold 1,045,834 shares of restricted common stock to accredited investors for $325,300 cash. Note 6 - Earnings Per Share: Basic earnings per share (EPS) are computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted EPS is computed by dividing net income by the diluted weighted average number of common shares outstanding during the period. Dilutive EPS reflects the potential dilution that could occur upon exercise of dilutive instruments, such as stock options. The Company does not present dilutive EPS for the three-month or nine-month periods ended April 30, 2001 and 2000 because the inclusion would be anti-dilutive. F-5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses, negative cash flows from operations, and resulting working capital shortages. Unless the Company can raise additional equity or obtain additional debt, there is substantial doubt as to the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Results of Operations - --------------------- Company operations for the three-month period ended April 30, 2001 as compared to the three months ended April 30, 2000 resulted in a net loss of ($73,358) as compared to a net loss of ($190,063), respectively. Net loss per share for the three-month periods were $(0.00) and $(0.01) respectively, based upon weighted average shares outstanding of 16,745,078 and 13,781,782, respectively. Net sales decreased by $154,618 to $689,962 for the three-month period ended April 30, 2001 from $844,580 during the comparative period of FY2000. Company operations for the nine-month period ended April 30, 2001 as compared to the nine-months ended April 30, 2000 resulted in a net loss of ($360,900) as compared to a net loss of ($673,250), respectively. Net loss per share for the nine-month periods were $(0.02) and $(0.05), respectively, based upon weighted average shares outstanding of 16,743,039 and 13,887,453, respectively. Net sales increased by $620,940 to $2,948,241 for the nine-month period ended April 30, 2001 from $2,327,301 during the comparative period of FY2000. Company Management attributes the significant sales increase and reduced net loss for the period to the following factors: o A one-time sale to a company in the amount of $507,000. See revenue discussion below. o Mail Order Catalog sales of $650,668 for the period. See revenue discussion below. o Improved profit margins on the increased catalog sales. o Miscellaneous income of $83,749 during the 3rd quarter derived from debt restructuring. Sales - ----- The Company's total net product sales for all sales divisions during the three-month periods ended April 30, 2001 and April 30, 2000 were $689,962 and $833,444, respectively, a decrease in sales of $143,482 or 16%. Company total net product sales for the nine-month periods ended April 30, 2001 and April 30, 2000 were $2,891,222 and $2,294,600, respectively, an increase in sales of $596,622, or 26%. Retail store gross sales for the three-month periods ended April 30, 2001 and April 30, 2000 were $496,775 and $352,466, respectively, an increase in sales of $144,309, or 41%. Retail store gross sales for the three-month period comprised 71% and 42% of total net product sales, respectively. Retail store gross sales for the nine-month periods ended April 30, 2001 and April 30, 2000 were $1,147,924 and $1,096,174, respectively, an increase of $51,750, or 5%. Retail store gross sales for the nine-month period comprised 40% and 48% of total net product sales, respectively. The Company attributes the increase in retail sales for the three-month and nine-month periods to improved seasonal snow conditions in the resort towns coupled with strategic sales offers in individual stores. Wholesale gross sales for the three-month periods ended April 30, 2001 and - --------------------- April 30, 2000 were $139,571 and $402,258, respectively, a decrease of $262,687, or 65%. Wholesale gross sales for the three-month period comprised 20% and 48% of total net product sales, respectively. Wholesale gross sales for the nine-month periods ended April 30, 2001 and April 30, 2000 were $622,658 and $966,528, respectively, a decrease of $343,870, or 36%. Wholesale gross sales for the nine-month period comprised 22% and 42% of total net product sales, respectively. Wholesale sales are down as a result of lost sales opportunities resulting from Company difficulties getting overseas Jagged Edge production shipped to the warehouse facility on a timely basis. Some of the sales opportunities were recoverable (a timing difference), and are reflected in the three-month sales figures, but are not quantifiable. The Company management also made a decision to focus resources and saleable inventory on more lucrative catalog and retail sales. Additionally, a one-time sale of inventory to an unrelated party of $507,000 is not considered part of ordinary, recurring wholesale sales (see below). Catalog Mail Order gross sales for the three-month periods ended April 30, 2001 and April 30, 2000 were $62,778 and $109,420, respectively, a decrease of $46,642, or 43%. Catalog Mail Order gross sales for the three-month period comprised 9% and 13% of total net product sales, respectively. Catalog Mail Order gross sales for the nine-month periods ended April 30, 2001 and April 30, 2000 were $650,668 and $319,929, respectively, an increase of $330,739, or 103%. Catalog Mail Order gross sales for the nine-month period comprised 23% and 14% of total gross product sales, respectively. The Company's Management emphasized the catalog mail order division this current fiscal year, mailing an estimated 475,000 catalogs during October and November 2000. The Company realized the bulk of these sales over the period from Thanksgiving 2000 through January 2001, servicing an estimated 6,300 customers. Catalog sales deliver premium gross margins to the Company. Other Sales for the current fiscal year included $507,000 in discounted sales to an unrelated Company as part of an agreed upon settlement for a note payable, plus accrued interest. The Company feels that the terms of the sale were favorable and arm's length, allowing the Company to reduce excess inventory levels and settling the note in full. Sales returns for the three-month periods ended April 30, 2001 and 2000 were $780 and $30,700, respectively, a decrease in returns of $29,920 or 4%. Sales returns for the nine-month periods ended April 30, 2001 and 2000 were $37,047 and $88,031, respectively, a decrease in returns of $50,984 or 58%. Sales divisions in this analysis do not break down data for sales returns. Cost of Goods Sold - ------------------ The Company's total product cost of sales for all sales divisions during the three-month periods ended April 30, 2001 and 2000 were $416,049 and $516,572, or 60% and 61% of net sales, respectively, a decrease of $100,523. The Company's total product cost of sales for all sales divisions during the nine-month periods ended April 30, 2001 and 2000 were $1,699,229 and $1,601,321, or 58% and 68% of net sales, respectively, an increase of $97,908. Cost of sales as a percentage of total sales in the nine-month period ended April 30, 2001 decreased to 58% from 68% in the comparative period ended April 30, 2000. This decrease was primarily the result of the higher margins of Jagged Edge products sold in the retail store locations, and in particular, on the "full-margin" catalog sales over the period. Selling & Marketing Expenses - ---------------------------- Selling and marketing expenses for the three-month periods ended April 30, 2001 and 2000 were $188,257 and $145,586, respectively, an increase of $42,671 or 29%. Selling and marketing expenses for the nine-month periods ended April 30, 2001 and 2000 were $1,025,679 and $763,886, respectively, an increase of $261,793 or 34%. Primary components of this increase were the catalog mail order costs including printing, production, mailing, telephone, and associated labor overhead required to ensure adequate customer servicing for the increased catalog sales. Smaller components of the increased selling and marketing expenses over the comparable period of last year were attributable to the addition of key sales/marketing personnel, and an increase in national magazine print advertisements. General & Administrative Expenses - --------------------------------- General and Administrative expenses for the three-month periods ended April 30, 2001 and 2000 were $213,879 and $355,645, respectively, a decrease of $141,766 or 39%. General and Administrative expenses for the nine-month periods ended April 30, 2001 and 2000 were $549,476 and $580,486, respectively, a decrease of $31,010 or 5%. Liquidity and Capital Resources - ------------------------------- During the nine-months ended April 30, 2001, the Company's current ratio declined to .90 as compared to 1.25 at July 31, 2000. Net working capital decreased $283,047 to ($85,038) at April 30, 2001 from $198,009 at July 31, 2000. The Company's cash balances increased to $230,528 at April 30, 2001, from $64,277 at July 31, 2000. Principal changes in the components of net working capital for the nine-month period ended April 30, 2001 as compared to fiscal year end July 31, 2000 consist of: ---------- Change From July 31, 2000 to April % % 30, 2001 ---------- Working Capital Components: Total April 30, 2001 Total July 31, 2000 $ ----- -------------- ----- ------------- - Cash & cash equivalents 31.0% 230,528 6.6% 64,277 $ 166,251 Trade receivables 17.9% 132,783 3.0% 28,854 $ 103,929 Other receivable 0.0% 0 3.0% 29,341 $ (29,341) Inventories 50.0% 372,211 87.2% 851,087 $ (478,876) Pre-paid expenses 1.1% 8,267 0.3% 2,977 $ 5,290 ----------------------------------------------------------- ------------------- Current Assets 100.0% 743,789 100.0% 976,536 (232,747) Accounts payable and accrued liabilities 83.9% 695,570 67.7% 526,909 $ 168,661 Current maturities of notes payable 7.4% 61,457 23.3% 181,157 $ (119,700) Other current payables 8.7% 71,800 9.1% 70,461 $ 1,339 ----------------------------------------------------------- ------------------- Current Liabilities 100.0% 828,827 100.0% 778,527 50,300 ------------------- ------------------------- ------------------- Working Capital $ (85,038) $ 198,009 $ (283,047) =================== ========================= =================== - ------------------------------------------------------------------------------------------------------------------------------------ Current Ratio 0.90 1.25 (0.36) - ------------------------------------------------------------------------------------------------------------------------------------ The principal reasons for the decrease in working capital during the period are the following. Inventories decreased by $478,876. Trade accounts payable increased by $168,661. Note principal balances decreased by $119,700. Portions of the payables increases were used primarily for operating expenses including payments on the fall/winter catalog mailing. Item 3. Quantitative and Qualitative Disclosure About Market Risk. The Company is exposed to market risks, which include foreign currency risks, interest rate risks, and inflation risk. The Company does not engage in financial transactions for trading or speculative purposes. Foreign Currency Exchange Rate Risk - ----------------------------------- The Company's inventory purchases from contract manufacturers in the Far East are denominated in United States dollars; however, purchase prices for the Company's products may be impacted by fluctuations in the exchange rate between the United States dollar and the local currencies of the contract manufacturers, which may have the effect of increasing the Company's cost of goods in the future. In addition, the Company's sales in Japan and Canada are denominated at the time of order commitment, in the United States dollar, which may have a negative impact on order completion or fulfillment or the rate of growth of sales in those countries if the U.S. dollar were to strengthen significantly versus the related foreign currency. Due to the number of foreign currencies involved and the fact that not all of these foreign currencies fluctuate in the same manner against the United States dollar, the Company cannot quantify in any meaningful way the potential effect of such fluctuations on future income. Furthermore, the Company may be affected by economic and political conditions in each of the countries in which it transacts business. Risks associated with operating in the international arena include: o Economic instability, including the possible revaluation of currencies. o Extreme currency exchange fluctuations where the Company has not entered into foreign currency forward and option contracts to manage exposure to certain foreign currency commitments hedged any forward transactions. o Changes to import or export regulations (including quotas). o Labor or civil unrest. o In certain parts of the world, political instability. The Company has not as yet been materially affected by any such risks, but cannot predict the likelihood of such developments occurring or the impact of any such risks to the future profitability of the Company. Interest Rate Risk - ------------------ The interest payable on some of the Company's loans is based on variable interest rates and therefore affected by changes in market interest rates. If interest rates on existing variable rate debt rises due to increases in the prime rate, the Company's results from operations and cash flows would be impacted, although the Company believes, not materially. Inflation Risk - -------------- The Company's management believes that the relatively moderate rates of inflation over the last three years in the United States, where it primarily competes, have not had a significant effect on its net sales or results of operations. Higher rates of inflation have been experienced in a number of foreign countries in which the Company's products are manufactured, but this has not had a material effect on the Company's net sales or results of operations. Part II. OTHER INFORMATION Item 1. Legal Proceedings. For information on legal proceedings, see Item 3 of the July 31, 2000 Form 10-KSB. A complaint was filed on January 24, 2001 by St. Ives, Inc. in the Court of Common Pleas, Cuyahoga County, Ohio, for unpaid printing costs associated with the Summer 2000 catalog. Unpaid invoices total $56,330. Total damages requested were $75,106. The Company was negotiating to settle the case. The Company settled with St. Ives for an undisclosed sum in April 2001. Item 2. Changes in Securities None Item 3. Default Upon Senior Securities None Item 4. Submission of Matters to a Vote of Security Holders None Item 5. Other Information None Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 27.1 Financial Data Schedule (b) Reports on Form 8-K No reports on form 8-K were filed by the Company during the three-month period ended April 30, 2001. SIGNATURES In accordance with Section 12 of the Securities Exchange Act of 1934, the registrant caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. Jagged Edge Mountain Gear, Inc. (Registrant) Dated: June 29, 2001 By: /s/ Margaret A. Quenemoen ----------------------------- Margaret A. Quenemoen President Dated: June 29, 2001 By: /s/ Craig K. Carr ------------------------------- Craig K. Carr Chief Financial Officer