1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File No. 0-18303
GOLF ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 11-2990598
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2500 Northwinds Parkway
Three Northwinds Center, Suite 175
Alpharetta, Georgia 30004-2245
(Address of principal executive offices)
(Zip Code)
Indicate by check mark whether the registrant (1) has filed all reports 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 such filing
requirements for the past 90 days.
Yes [X] No [ ]
There were 4,335,044 shares of Common Stock ($0.01 par value) outstanding as of
April 30, 2000.
2
GOLF ENTERTAINMENT, INC. AND SUBSIDIARIES
INDEX TO FORM 10-Q
For the Quarter ended March 31, 2000
Page Number
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Independent Accountants' Report - Goldstein
Golub Kessler LLP 3
Consolidated Balance sheets at March 31, 2000 and
December 31, 1999 (Unaudited) 4-5
Consolidated Statements of Operations for the three
months ended March 31, 2000 and 1999 (Unaudited) 6
Consolidated Statements of Cash Flows for the three
months ended March 31, 2000 and 1999 (Unaudited) 7
Notes to Consolidated Financial Statements (Unaudited) 8-10
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 11-13
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 14
Item 2. Submission of Matters to a Vote of Securities Holders 14
Item 5. Other Information 15
Item 6. Exhibits and Reports on Form 8-K 15
2
3
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Independent Accountants' Report
The Board of Directors and Stockholders
Golf Entertainment, Inc.
We have reviewed the accompanying consolidated balance sheet of Golf
Entertainment, Inc. and Subsidiaries as of March 31, 2000, and the related
consolidated statements of operations, and cash flows for the three month period
then ended. These financial statements are the responsibility of the company's
management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
statements consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit in accordance with
generally accepted auditing standards, the objective of which is the expression
of an opinion regarding the financial statements taken as a whole. Accordingly,
we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements in order for them to be in
conformity with generally accepted accounting principles.
/s/ Goldstein Golub Kessler LLP
New York, New York
May 9, 2000
3
4
GOLF ENTERTAINMENT, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
March 31, December 31,
2000 1999
---- ----
(UNAUDITED) (AUDITED)
ASSETS
CURRENT ASSETS
Cash $ 8,958 $ 40,619
Receivables-net of allowance for doubtful accounts
of $3,621 and $6,339 at March 31, 2000 and
December 31, 1999, respectively 9,515 5,891
Prepaid expenses 6,537 --
Notes and accounts receivable-other 88,269 329,833
Inventory 16,721 19,721
---------- ----------
Total Current Assets 130,000 396,064
---------- ----------
FURNITURE AND EQUIPMENT-net of accumulated
depreciation of $197,754 and $165,650 at March
31, 2000 and December 31, 1999, respectively 564,463 596,870
---------- ----------
OTHER ASSETS
Assets related to discontinued operations 510,110 616,002
Other assets 950 950
---------- ----------
Total Other Assets 511,060 616,952
---------- ----------
TOTAL ASSETS $1,205,523 $1,609,886
========== ==========
The accompanying notes are an integral part of these
consolidated financial statements.
4
5
GOLF ENTERTAINMENT, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
March 31, December 31,
2000 1999
---- ----
(UNAUDITED) (AUDITED)
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 286,336 $ 269,592
Accrued expenses 225,465 205,653
Current maturities of long-term debt 81,307 80,644
------------ ------------
Total Current Liabilities 593,108 555,889
------------ ------------
LONG-TERM DEBT 87,590 87,718
------------ ------------
OTHER LIABILITIES
Liabilities related to discontinued operations 183,533 290,941
Other liabilities 57,254 57,254
------------ ------------
Total Other Liabilities 240,787 348,195
------------ ------------
TOTAL LIABILITIES 921,485 991,802
------------ ------------
STOCKHOLDERS' EQUITY
Series A preferred stock, $0.01 par value, 1,000,000
shares authorized, 380,000 shares issued, 228,516
shares outstanding 2,285 2,285
Common stock, $0.01 par value, 25,000,000 shares
authorized, 4,335,044 and 3,201,711 shares issued
and outstanding at March 31, 2000 and December
31, 1999, respectively 43,350 32,017
Additional paid-in capital 11,285,717 10,914,470
Accumulated deficit (11,047,314) (10,330,688)
------------ ------------
TOTAL STOCKHOLDERS' EQUITY 284,038 618,084
------------ ------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 1,205,523 $ 1,609,886
============ ============
The accompanying notes are an integral part of these
consolidated financial statements.
5
6
GOLF ENTERTAINMENT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended
------------------
March 31, March 31,
2000 1999
---- ----
Revenue $ 99,105 $ --
---------- ----------
Cost of revenue 20,626 --
Selling, general and administrative 489,975 --
Settlement of legal proceedings (see 274,933 --
PART II, Item 1)
Depreciation and amortization 32,714 --
Interest expense, net 5,604 --
---------- ----------
823,852 --
---------- ----------
Loss from continuing operations (724,747) --
Income/(loss) from discontinued operations 8,121 (449,114)
---------- ----------
Net loss $ (716,626) $ (449,114)
========== ==========
Loss per share from continuing operations $ (0.19) $ --
Income/(loss) from discontinued operations $ -- $ (0.28)
Loss per common share - basic and diluted $ (0.19) $ (0.28)
Weighted average shares outstanding 3,755,245 1,597,488
The accompanying notes are an integral part of these
consolidated financial statements.
6
7
GOLF ENTERTAINMENT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three Months Ended
------------------
March 31, March 31,
2000 1999
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (716,626) $ (449,114)
Adjustments to reconcile net loss to cash provided by
(used in) operating activities:
Depreciation and amortization 32,714 650,270
Stock compensation expense -- 37,500
Issuances of stock for services 117,580 --
Gain on disposals (6,605) --
Change in assets and liabilities due to operating activities:
(Increase) decrease in accounts receivable (3,621) 1,601,373
Decrease in inventory 3,000 638,054
Increase in prepaid expenses (6,537) --
Increase (decrease) in accounts payable 16,744 (552,695)
Increase (decrease) in accrued liabilities 19,812 (273,667)
Decrease in other operating activities -- 4,670
------------ ------------
Total adjustments 173,087 2,105,505
------------ ------------
Net cash provided by (used in) operating activities (543,539) 1,656,391
CASH FLOWS FROM INVESTING ACTIVITIES:
Sales and disposals of off-lease inventory 6,605 7,530
Purchases of inventory for lease -- (525,374)
Purchases of furniture and equipment (310) --
Payments received on notes receivable 41,731 --
Decrease (increase) in notes receivable 199,833 (22,486)
Additions to net investment in sales-type and direct
financing leases -- (841,964)
Sales-type and direct financing lease rentals received 105,892 859,774
------------ ------------
Net cash provided by (used in) investing activities 353,751 (522,520)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from nonrecourse and recourse discounted
lease rentals -- 1,459,552
Payments on nonrecourse and recourse discounted
lease rentals (107,408) (2,143,390)
Proceeds from notes payable 2,516 79,176
Payments on notes payable (1,981) (816,439)
Proceeds from sale of stock 265,000 72,730
------------ ------------
Net cash provided by (used in) financing activities 158,127 (1,348,371)
------------ ------------
Net decrease in cash (31,661) (214,500)
Cash at beginning of period 40,619 391,705
------------ ------------
Cash at end of period $ 8,958 $ 177,205
============ ============
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Interest $ 711 $ 457,796
Income taxes $ -- $ --
The accompanying notes are an integral part of these
consolidated financial statements.
7
8
GOLF ENTERTAINMENT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Basis of Presentation
The accompanying unaudited consolidated financial statements are
condensed and do not include all information required by generally accepted
accounting principles to be included in a full set of financial statements. The
unaudited condensed consolidated financial statements include the accounts of
Golf Entertainment, Inc. and its wholly owned subsidiaries, collectively
referred to as the "Company".
All material intercompany accounts and transactions have been
eliminated. Certain reclassifications have been made to prior periods' amounts
to conform with current period presentation. The information furnished reflects
all adjustments which are, in the opinion of the Company, necessary to present
fairly its financial position, the results of its operations and its cash flows
for the three months ended March 31, 2000 and 1999. It is suggested that this
report be read in conjunction with the Company's audited financial statements
included in the Annual Report on Form 10-K for the fiscal year ended December
31, 1999. The operating results and cash flows for the three month periods
presented are not necessarily indicative of the results that will be achieved
for the full fiscal year or for future periods.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial reporting period and the reported amount of revenue and
expenses. Actual results could differ from those estimates.
Note 2. Earnings per Common Share
Earnings per common share are based on the weighted average number of
common shares outstanding during each period presented. Weighted average basic
and diluted common shares outstanding for the three months ended March 31, 2000
and 1999 were 3,755,245 and 1,597,488, respectively. Vested and unvested
options, warrants and convertible preferred stock were not included in the
computation of dilutive EPS because the effect of doing so would be
antidilutive.
8
9
Note 3. Notes Payable
Notes payable consist of the following at:
March 31, December 31,
2000 1999
---- ----
Term note payable to Northwinds
Center, LP, payments of $340 including
interest at 10%, due October 31, 2004 14,931 15,566
Term note payable to Associates Leasing,
Inc., payments of $8,248 including interest
at 7.14%, due December 1, 2001 103,400 101,894
Term note payable to Associates Leasing,
Inc., payments of $392 including interest
at 10.25%, due December 1, 2001 4,718 4,600
Term note payable to Associates Leasing,
Inc., payments of $640 including interest
at 10.25%, due December 1, 2001 7,697 7,503
Term note payable to Associates Leasing,
Inc., payments of $227 including interest
at 10.2%, due September 1, 2002 4,693 4,575
Term note payable to New Holland Credit
Company, payments of $1,257 including
interest at 10.5%, due July 1, 2002 22,465 21,886
Term note payable to Toyota Motor Credit
Corporation, payments of $295 including
interest at 9.25%, due July 1, 2002 7,382 7,850
------------ ------------
$ 165,286 $ 163,874
============ ============
Obligations under capital lease consist of the following at:
March 31 December 31,
2000 1999
---- ----
Southwestern Bell Financial Services,
Payments of $361 including interest at
19.5%, due February 1, 2001 $ 3,611 $ 4,488
======== ========
9
10
Note 4. Assets and Liabilities Related to Discontinued Operations
Excluded from the sale of the leasing portfolio on December 31, 1999, the
Company retained certain assets and liabilities related to its former line of
business. The assets and liabilities related to discontinued operations are as
follows:
March 31, December 31,
2000 1999
---- ----
Inventory, net of reserve for obsolescence $ 150,000 $ 150,000
Investment in leased assets, sales-type 360,110 466,002
---------- ----------
$ 510,110 $ 616,002
========== ==========
Notes payable $ 183,533 $ 290,941
========== ==========
Note 5. Supplemental Disclosures of Noncash Investing and Financing Activities
During the three months ended March 31, 2000, the Company issued 75,000 shares
of common stock in exchange for services valued at $73,830 and 175,000 shares of
common stock in settlement of an outstanding legal proceeding valued at $43,750.
10
11
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
General
Golf Entertainment, Inc. (formerly known as LEC Technologies, Inc.)
and its operating subsidiary (Traditions Acquisition Corporation) and its
non-operating subsidiaries (LEC Leasing, Inc. or "LEC"; Superior Computer
Systems, Inc. or "SCS"; Pacific Mountain Computer Products, Inc. or "PMCPI";
Atlantic Digital International, Inc. or "ADI"; LEC Distribution, Inc; TJ
Computer Services, Inc) (collectively, the "Company" or "Golf") is currently in
the business of owning and operating golf entertainment facilities, and is
pursuing other opportunities within the golf industry as it relates to Internet
".com" businesses.
Mr. Ronald G. Farrell introduced in late 1998 a plan to re-orient the
Company from the equipment leasing business to the golf industry, including
owning and operating golf courses, as well as other golf related businesses. On
February 17, 1999, the stockholders of the Company approved the issuance of
convertible debentures to an investment company managed by Mr. Farrell, as well
as the change of the Company's name to Golf Entertainment, Inc. from LEC
Technologies, Inc. The Company sold substantially all of the assets associated
with its former line of business in December 1999. The Company has refocused its
golf business in the first quarter of 2000 to emphasize opportunities relating
to golf Internet business.
Results of Operations
For the three months ended March 31, 2000, the revenues from the
Company's golf facility in Edmond, Oklahoma was $99,105. The cost of revenue for
the same period was $20,626. The overhead expenses, depreciation and interest
related to the golf facility was $161,834, $17,375 and $7,463, respectively.
Traditions Golf Club results were in line with expectations for the seasonality
of the first quarter of the year within the golf course and golf range business.
For the three months ended March 31, 2000, the selling, general and
administrative costs of the corporate headquarters were $328,141. Depreciation
related to corporate operations was $15,339. Interest income, net of interest
expense, related to corporate operations was $1,859. Management has put a cost
control plan into place which will reduce even further overhead expenses.
During the three months ended March 31, 2000, management has been
successful in settling substantially all outstanding legal proceedings. The
total settlement costs of $274,933 are a combination of cash to be paid over
the balance of the year, the issuance of common stock and the cancellation of
certain promissory notes. See PART II, Item 1--Legal Proceedings.
For the three months ended March 31, 2000, the Company sold some of its
off-lease inventory and received financing income from payments made by the
lessor of its remaining sales-type leases. The Company reported income of $8,121
from the results of these transactions.
11
12
As a result of the foregoing, the Company recorded a net loss of
$716,626 for the three months ended March 31, 2000 as compared to a net loss of
$449,114 for the three months ended March 31, 1999.
Management believes that with the disposition of its leasing business
and beginning of the golf season that the Company is poised for increased
growth through its current operations and future acquisitions.
Liquidity and Capital Resources
The Company's cash requirements for operations and capital
expenditures during the three months ended March 31, 2000 were financed through
the proceeds from the sale of common stock, lease rental payments and
operations of the golf course facility.
Additionally, the Company anticipates selling to LEC Acquisition LLC,
whose managing member is the president of the Company, 6% Convertible
Debentures, and additionally, the Company anticipates the subsequent conversion
of the debentures into shares of the Company's restricted common stock, thus
management believes that it will have adequate capital resources to continue its
operations at the present level for at least the next twelve months.
Future Plans
The Company has begun to focus on the Internet business as it relates
to the golf industry. The Company is developing its own potential web site and
evaluating other opportunities for acquisition. To fully develop the golf
Internet business, the Company will need substantially more cash. The Company
expects to obtain those funds from public or private sources of equity
investment or debt issuances, or combinations thereof. Failure to raise
additional capital will adversely affect the Company's plans.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
Certain statements herein and in the future filings by the Company
with the Securities and Exchange Commission and in the Company's written and
oral statements made by or with the approval of an authorized executive officer
constitute "forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934, and the Company intends that such forward-looking statements be subject
to the safe-harbors created thereby. The words and phrases "looking ahead", "we
are confident", "should be", "will be", "predicted", "believe", "expect" and
"anticipate" and similar expressions identify forward-looking statements. These
and other similar forward-looking statements reflect the Company's current
views with respect to future events and financial performance, but are subject
to many uncertainties and factors relating to the Company's operations and
business environment which may cause the actual results of the Company to be
materially different from any future results expressed or implied by such
forward-looking statements. Examples of such uncertainties include, but are not
limited to, changes in customer demand and requirements, the availability and
timing of external capital,
12
13
interest rate fluctuations, changes in federal income tax laws and regulations,
competition, unanticipated expenses and delays in the integration of
newly-acquired businesses, industry specific factors and worldwide economic and
business conditions. With respect to economic conditions, a recession can cause
customers to put off leisure time activities and adversely affect the Company's
revenue. The Company undertakes no obligation to publicly update or revise any
forward-looking statements whether as a result of new information, future
events or otherwise.
13
14
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
On July 1, 1999, the former chief executive office of the Company and
another former employee of the Company filed a Complaint for Arbitration before
the American Arbitration Association. The Complaint claims the Plaintiffs were
improperly terminated by the Company, and that they are entitled to an
unspecified amount of actual and punitive damages. On or about July 22, 1999,
the Company answered, denying the allegations and submitting counterclaims
against the former chief executive officer for failure to repay monies owed and
breaches of other duties to the Company. On the same day, the Company answered
the other former employee's Complaint, and denied the allegations of that other
former employee. On May 3, 2000, the Company agreed to settle the arbitration
for a payment of $30,000 and 175,000 shares of the Company's common stock and
cancellation of certain promissory notes issued by one of the plaintiffs.
During the second quarter of 1999, disputes with two former
shareholders were settled and the Company issued 210,000 shares of common stock.
In addition, the Company has an additional reserve for the cash portion of the
settlement of $11,350 and $10,000 as of March 31, 2000 and December 31, 1999,
respectively. On April 14, 2000, a judgement was entered in favor of one of the
former shareholders for $11,350.
The Company is also involved in legal proceedings from time to time in
the ordinary course of its business. There are no such currently pending
proceedings, which are expected to have a material adverse effect on the
Company.
Item 2. Submission of Matters to a Vote of Securities Holders
None.
14
15
Item 5. Other Information
Since February 4, 1999, LEC Acquisition LLC has exercised warrants to
purchase $635,830 face amount of 6% Convertible Debentures and immediately
exercised its option to convert such debentures into 2,119,432 shares of the
Company's restricted common stock. As of April 30, 2000, LEC Acquisition LLC is
registered owner of 2,156,522 shares of the Company's common stock. Mr.
Farrell, as the managing partner of LEC Acquisition LLC, exercises voting
control over shares held by LEC Acquisition LLC. Additionally, pursuant to the
terms of the operating agreement of the LLC, RGF Investments, Inc., a member of
the LLC, will receive and Mr. Farrell may receive shares of Common Stock at
such time as the LLC distributes shares of Common Stock to its members. Mr.
Farrell has disclaimed beneficial ownership of shares owned by LEC Acquisition,
LLC.
On August 17, 1999, the Company was notified by the Nasdaq SmallCap
Market that the Company did not comply with the bid price requirement, as set
forth in Nasdaq Marketplace Rule 4310 ( c) (04). On January 28, 2000, the
Company's common stock was delisted and became immediately eligible to trade on
the OTC Bulletin Board. The Company has requested and received a hearing before
the Nasdaq Listing and Hearing Review Council regarding its listing. The Review
Council is scheduled to review the Company's status in its July 2000 docket.
The Company is actively pursuing with Nasdaq the continuance of the Company's
re-listing. Currently, the Company's common stock is trading on the Nasdaq OTC
Bulletin Board. The Company is not in compliance with Nasdaq SmallCap listing
requirements.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
EX-27.1 Financial Data Schedule
(b) Reports on Form 8-K
None.
15
16
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
GOLF ENTERTAINMENT, INC.
(Registrant)
Date: May 10, 2000 /s/ Ronald G. Farrell
--------------------------------
Ronald G. Farrell
Chief Executive Officer
(Principal Executive Officer)
Date: May 10, 2000 /s/ Scott A. Lane
--------------------------------
Scott A. Lane
Chief Financial Officer
(Principal Financial and Accounting Officer)
16