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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-QSB
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended April 30, 1998
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from _________ to _________
Commission file number: 0-23915
UNITED GOLF PRODUCTS, INC.
(Exact name of registrant as specified in charter)
Delaware 95-4544101
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(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)
20301 Nordhoff Street, Chatsworth, California 91311
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(Address of principal executive office)
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Registrant's telephone number, including area code: (818) 349-3164
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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
filing requirements for the past 90 days.
Yes [ ] NO [X]
APPLICABLE ONLY TO CORPORATE ISSUERS
The number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 4,698,700 Shares of Common
Stock, Par Value $.001 as of September 15, 1998.
Transitional Small Business Disclosure Format (check one):
Yes [ ] NO [X]
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UNITED GOLF PRODUCTS, INC.
INDEX
PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements:
Page
No.
Consolidated Balance Sheets --
April 30, 1998 and July 31, 1997........................... 1
Consolidated Statements of Operations - Three and
Nine-months Ended April 30, 1998 and 1997.................. 3
Consolidated Statement of Changes in Stockholders'
Equity - Nine-months Ended April 30, 1998.................. 4
Consolidated Statements of Cash Flows --
Nine-months Ended April 30, 1998 and 1997.................. 5
Notes to Consolidated Financial Statements................. 6
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of
Operations................................................. 8
PART II. OTHER INFORMATION:
Item 6. Exhibits and Reports on Form 8-K........................... 11
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
UNITED GOLF PRODUCTS, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(Unaudited)
ASSETS
April 30, July 31,
1998 1997
---------- ----------
Current assets:
Cash and cash equivalents $ 114,342 $ 113,476
Accounts receivable, net 2,018,775 1,423,710
Inventories 2,219,230 1,810,356
Prepaids and other 198,137 133,788
---------- ----------
Total current assets 4,550,484 3,481,330
Receivable from affiliate 214,639 173,591
Property and equipment, net 74,831 83,977
Other assets 191,119 200,123
---------- ----------
TOTAL ASSETS $5,031,073 $3,939,021
========== ==========
See accompanying notes to consolidated financial statements
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UNITED GOLF PRODUCTS, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
April 30, July 31,
1998 1997
----------- -----------
Current liabilities:
Accounts payable and accrued expenses $ 1,963,814 $ 1,891,183
Short-term borrowings 1,575,476 1,123,923
----------- -----------
Total current liabilities 3,539,290 3,015,106
Stockholders' equity:
Preferred stock, Series A, $.001 par value
Authorized - 1,000,000 shares
Issued and outstanding - 711,000 shares 711 711
Preferred stock, Series B, $.001 par value
Authorized - 20,000 shares
Issued and outstanding - 15,000 and -0- shares 15 --
Common stock $.001 par value
Authorized - 10,000,000 shares
Issued and outstanding - 4,673,700 shares 4,674 4,674
Additional paid-in capital 3,204,967 1,919,377
Accumulated deficit (1,718,584) (1,000,847)
----------- -----------
Total stockholders' equity 1,491,783 923,915
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 5,031,073 $ 3,939,021
=========== ===========
See accompanying notes to consolidated financial statements
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UNITED GOLF PRODUCTS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended April 30, Nine Months Ended April 30,
--------------------------- ---------------------------
1998 1997 1998 1997
----------- ----------- ----------- -----------
Net sales $ 2,489,069 $ 2,495,958 $ 6,302,248 $ 5,565,513
Cost of sales 1,960,931 2,223,117 5,096,906 4,910,956
----------- ----------- ----------- -----------
Gross profit 528,138 272,841 1,205,342 654,557
Operating expenses:
Selling 226,769 257,277 747,810 672,280
General and administrative 353,614 199,000 885,562 520,698
----------- ----------- ----------- -----------
580,383 456,277 1,633,372 1,192,978
----------- ----------- ----------- -----------
Operating loss (52,245) (183,436) (428,030) (538,421)
Other income (expense) (52,451) (16,780) (163,969) (101,903)
----------- ----------- ----------- -----------
Loss before income taxes (104,696) (200,216) (591,999) (640,324)
Income taxes -- -- -- --
----------- ----------- ----------- -----------
Net loss (104,696) (200,216) (591,999) (640,324)
Dividends to preferred stockholders 58,598 17,775 125,738 17,775
----------- ----------- ----------- -----------
Net loss allocable to common stockholders $ (163,294) $ (217,991) $ (717,737) $ (658,099)
=========== =========== =========== ===========
Basic and diluted loss per share $ (0.03) $ (0.08) $ (0.15) $ (0.25)
=========== =========== =========== ===========
Weighted average number of
common shares outstanding 4,673,700 2,675,000 4,673,700 2,675,000
=========== =========== =========== ===========
See accompanying notes to consolidated financial statements
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UNITED GOLF PRODUCTS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Nine Months Ended April 30, 1998
(Unaudited)
Series A Preferred Stock Series B Preferred Stock Common Stock
-------------------------- -------------------------- -------------------------- Additional
Number of Number of Number of Paid-in
Shares Amount Shares Amount Shares Amount Capital
----------- ----------- ----------- ----------- ----------- ----------- -----------
Balance at July 31, 1997 711,000 $ 711 -- $ -- 4,673,700 $ 4,674 $ 1,919,377
Issuance of preferred stock -- -- 15,000 15 1,285,590
Preferred stock dividends -- -- -- -- -- -- --
Net loss -- -- -- -- -- -- --
----------- ----------- ----------- ----------- ----------- ----------- -----------
Balance at April 30, 1998 711,000 $ 711 15,000 $ 15 4,673,700 $ 4,674 $ 3,204,967
=========== =========== =========== =========== =========== =========== ===========
Accumulated
Deficit Total
----------- -----------
Balance at July 31, 1997 $(1,000,847) $ 923,915
Issuance of preferred stock 1,285,605
Preferred stock dividends (125,738) (125,738)
Net loss (591,999) (591,999)
----------- -----------
Balance at April 30, 1998 $(1,718,584) $ 1,491,783
=========== ===========
See accompanying notes to consolidated financial statements
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UNITED GOLF PRODUCTS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
Nine Months Ended April 30,
----------- -----------
1998 1997
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (591,999) $ (640,324)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization 9,146 3,000
Provision for doubtful accounts 80,991 1,794
Changes in operating assets and liabilities:
Accounts receivable (676,056) 317,052
Inventories (408,874) 361,842
Prepaid expenses (64,349) (91,573)
Receivable from affiliate (41,048) (29,785)
Other assets 9,004 --
Accounts payable and accrued expenses 72,631 99,514
----------- -----------
NET CASH (USED IN) PROVIDED BY OPERATIONS (1,610,554) 21,520
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures -- (25,968)
Cash acquired in acquisition -- 57,003
----------- -----------
NET CASH PROVIDED BY INVESTING ACTIVITIES -- 31,035
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net activity of short-term borrowings 451,553 (775,811)
Proceeds from issuance of common stock -- 770,500
Proceeds from issuance of preferred stock 1,285,605 --
Dividends on preferred stock (125,738) (17,775)
----------- -----------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 1,611,420 (23,086)
----------- -----------
INCREASE IN CASH AND CASH EQUIVALENTS 866 29,469
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD 113,476 --
----------- -----------
CASH AND CASH EQUIVALENTS - END OF PERIOD $ 114,342 $ 29,469
=========== ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest 165,257 101,903
Income taxes -- --
See accompanying notes to consolidated financial statements
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UNITED GOLF PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. General
In the opinion of United Golf Products, Inc. ("the Company"), the
unaudited consolidated financial statements contain all adjustments,
consisting solely of adjustments of a normal recurring nature, necessary
to present fairly the financial position, results of operations and cash
flows for the periods presented. These unaudited consolidated financial
statements have been prepared in accordance with generally accepted
accounting principles for interim financial information and with
instructions to Form 10-QSB and Article 10 of Regulation S-X.
Accordingly, they do not contain all the information and footnotes
required in a complete set of financial statements. These statements
should be read in conjunction with the Company's consolidated financial
statements and footnotes thereto as of July 31, 1997 included in the
Company's Form 10-SB. The results of operations for the three and
nine-month periods ended April 30, 1998 are not necessarily indicative
of the results for the year ending July 31, 1998.
The accompanying consolidated financial statements include the accounts
of United Golf Products, Inc., plus the accounts of its subsidiary, WSL,
Inc. WSL, Inc. does business as Rawlings Golf and Mission Hills Golf.
2. Summary of Significant Accounting Policies
In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128 (SFAS 128) "Earnings
per Share." SFAS 128 establishes new standards for computing and
presenting earnings per share and will be effective for the Company's
interim and annual periods ending after December 15, 1997. Early
adoption of the Statement is not permitted. SFAS 128 requires
restatement of all previously reported earnings per share data that are
presented. SFAS 128 replaces primary and fully diluted earnings per
share with basic and diluted earnings per share.
Net loss per share is calculated by taking the sum of the net loss plus
preferred stock dividends divided by the weighted average number of
common shares outstanding. Common stock equivalents, such as stock
options, warrants and convertible preferred stock, have not been
included since their effect would be anti-dilutive.
3. Inventory
Inventory, which includes materials, labor, and manufacturing overhead,
is valued at the lower of cost (first-in, first-out) or market and is
summarized as follows:
April 30, 1998 July 31, 1997
-------------- -------------
Raw materials $1,079,956 $ 748,845
Work-in-process 71,050 46,856
Finished Go 1,068,224 1,014,655
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$2,219,230 $1,810,356
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4. Equity
During the nine-months ended April 30, 1998, the Company completed the
private placement of $1,500,000 if its Series B Cumulative Convertible
Preferred Stock (the "Series B"). Net proceeds to the Company after
commissions and professional fees was $1,285,605. The Series B is
convertible into unregistered shares of the Company's Common Stock at
$1.50 per share and provides dividends at an annual rate of 12%. The
Common Stock underlying the conversion of the Series B does not carry
any registration rights. The dividends are payable monthly in cash until
January 15, 1999 and are payable in Common Stock or cash, at the
Company's option, thereafter. Commencing on August 1, 1999, the Series B
is redeemable by the Company at par plus any unpaid dividends.
5. Employee Stock Option Plan
In April 1998, the Board of Directors approved the adoption of an
employee stock option plan ("the Plan"). The total numbers of shares to
be issued under the Plan cannot exceed 1,000,000. Options granted under
the Plan may be incentive stock options or nonqualified stock options.
In addition, the Board of Directors granted to certain key employees
684,500 shares to purchase the Company's common stock. The exercise
price of all of the outstanding options is the market price of the
common stock at the date of grant.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Except for historical information contained herein, statements in this report
are forward-looking statements that are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements involve known and unknown risks and uncertainties
which may cause the Company's actual results in future periods to differ
materially from forecast results. Reference is made to the risks identified
elsewhere in this Report and in the Company's other reports and registration
statements on file with the Securities and Exchange Commission.
GENERAL
The Company currently is engaged primarily in the design, development, assembly,
marketing and sale of golf clubs and golf accessories which are sold mainly in
North America under the RAWLINGS brand name. Until September 1997, the Company
had the exclusive right and license to use the RAWLINGS brand name and logo only
in connection with the manufacture, distribution, promotion and sale of golf
clubs and the non-exclusive rights to use the trademark for golf bags, gloves,
and caps. The foregoing license was limited to the United States and certain
foreign countries. Effective September 1997, the foregoing license was replaced
by a new agreement that granted the Company the worldwide rights to use the
RAWLINGS trademark in connection with the sale of golf clubs, golf bags,
umbrellas, carts, head covers and other golf accessories, and the non-exclusive
worldwide right to sell golf hats and golf balls. The Company believes that the
additional rights granted to the Company under the new license agreement will
increase the sources of golf-related revenues, alter the mix of products it
sells and increase its overall sales from its RAWLINGS product sales. The
Company's goal is to offer a broad line of golf products and to avoid dependence
on any one product or any one line of products. Therefore, unlike certain other
golf companies, the Company's sales are not materially affected by the sales of
any one product and its sales generally increase or decrease as the demand for
golf products in general fluctuates.
In addition to the sale if its RAWLINGS golf equipment and accessories, until
earlier this year, the Company was engaged in the wholesale distribution of golf
equipment, tennis equipment and certain other sporting goods manufactured by
others. The wholesale products were purchased by the Company from United States
manufacturers and were resold abroad with a small (generally between 5% and 10%)
mark-up. Because of the small margin on the wholesale distribution sales, these
sales did not materially affect the Company's operating expenses or net income
or loss. The Company recently elected to discontinue its wholesale distribution
operations. Sales from the wholesale distribution of golf, tennis and other
sporting equipment manufactured by third parties accounted for approximately 5%
and 36% for the nine months ended April 30, 1998 and 1997 and 0.2% and 44% for
the three months ended April 30, 1998 and 1997. However, because of the small
margins, the discontinuation is not expected to significantly alter the
Company's profits or losses.
RESULTS OF OPERATIONS
Nine Months Ended April 30, 1998 Compared to Nine Months Ended April 30, 1997
Sales
Sales increased for the nine months ended April 30, 1998 over 1997 by $736,735
(13.2%) to $6,302,248 from $5,565,513 in 1997. The increase can mainly be
attributed to a $2,727,024 increase in the sale of golf products, which increase
more than offset the $1,973,436 decrease in the discontinued wholesale
distribution business. Sales of golf products increased due to the additional
RAWLINGS branded golf products that the Company has been able to offer since the
RAWLINGS license agreement was amended effective September 1997, increased
demand for certain of the Company's golf clubs, and changes in the Company's
marketing personnel. While the Company believes that the new license agreement
and the recent personnel and policy changes it has implemented will continue to
positively affect its golf product
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sales, the Company expects that its overall sales will continue to fluctuate as
the market wide demand for golf products fluctuates.
Gross profit
Gross profit increased for the nine months ended April 30, 1998 over 1997 by
$550,785 (84.1%) to $1,205,342 from $654,557 in 1997. The gross margin
percentages were 19.1% and 11.8% for the nine months ended 1998 and 1997,
respectively. The increase can be attributed to the Company's discontinuation of
its wholesale distribution operations. Golf clubs and accessories sales, which
have higher margins, increased and the wholesale distribution sales, which have
lower margins, decreased for the nine months ended April 30, 1998 in comparison
to 1997. Because the Company will not engage in the low margin wholesale
distribution of sporting goods in the future, it is anticipated that the gross
profit in future periods will be consistent with that of the quarter just ended.
Selling expenses
Selling expenses increased for the nine months ended April 30, 1998 over 1997 by
$75,530 (11.2%) to $747,810 from $672,280 in 1997. The increase was primarily
attributed to the increase in royalty expense to Rawlings Sporting Goods as a
result of an increase in the sale of RAWLINGS branded products. It is
anticipated that selling expenses will fluctuate in future periods in relation
to the fluctuation in the sale of Rawlings branded products.
General and administrative
General and administrative expenses increased for the nine months ended April
30, 1998 over 1997 by $364,864 (70.1%) to $885,562 from $520,698 in 1997. The
increase was mainly attributed to an increase in costs associated with being a
public company, such as legal, accounting and SEC expenses and an increase in
salaries and related expenses relative to the increase in assembling of golf
clubs. It is anticipated that general and administrative expenses will remain
consistent with the current period expenses.
Dividends
Dividends to stockholders represents the cash dividends that the Company is
required to pay to the holders of both of its Series A Preferred Stock and the
Series B Preferred Stock. The obligation to pay such dividends will continue in
future periods until the shares of the preferred stock are converted or
redeemed. Commencing in January 1999, the dividends payable on the Series B
Preferred stock may, at the option of the Company, be paid in shares of Common
Stock or in cash.
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Three Months Ended April 30, 1998 Compared to Three Months Ended April 30, 1997
Sales
Sales decreased for the three months ended April 30, 1998 over 1997 by $6,889
(.3%) to $2,489,069 from $2,495,958 in 1997. The decrease can mainly be
attributed to the net of an increase in the sale of golf products and decrease
in sales from the wholesale distribution business. It is anticipated that sales
in future periods will fluctuate due to the seasonality of the golf business.
Gross profit
Gross profit increased for the three months ended April 30, 1998 over 1997 by
$255,297 (93.6%) to $528,138 from $272,841 in 1997. The gross margin percentages
were 21.2% and 10.9% for the three months ended 1998 and 1997, respectively. The
increase can be attributed to the Company's recent discontinuation of the low
margin wholesale distribution business. Golf clubs and accessories sales, which
have higher margins, increased and the wholesale distribution sales, which have
lower margins, decreased for the three months ended April 30, 1998 in comparison
to 1997. It is anticipated that the gross profit in future periods will be
consistent with that of the quarter just ended.
Selling expenses
Selling expenses decreased for the three months ended April 30, 1998 over 1997
by $30,508 (11.9%) to $226,769 from $257,277 in 1997. The decrease was
attributed to a decrease in salaries and related expenses during the current
period. It is anticipated that selling expenses will fluctuate in future periods
in relation to the fluctuation in the sale of RAWLINGS branded products.
General and administrative
General and administrative expenses increased for the three months ended April
30, 1998 over 1997 by $154,614 (77.7%) to $353,614 from $199,000 in 1997. The
increase was mainly attributed to an increase in costs associated with being a
public company, such as legal, accounting and SEC expenses and an increase in
salaries and related expenses of support staff relative to the increase in
assembling of golf clubs. It is anticipated that general and administrative
expenses will remain consistent with the current period expenses.
Dividends
Dividends to stockholders represents the cash dividends that the Company is
required to pay to the holders of both of its Series A Preferred Stock and the
Series B Preferred Stock. The obligation to pay such dividends will continue in
future periods until the shares of the preferred stock are converted or
redeemed.
LIQUIDITY AND CAPITAL RESOURCES
As of April 30, 1998, the Company had $114,342 in cash and cash equivalents and
working capital of $1,011,194. During the nine months ended April 30, 1998, cash
increased by $866 and working capital increased by $544,970. However, during the
nine-months ended April 30, 1998, the Company used $1,610,554 in operations, due
primarily to the net loss and a $1,084,930 total increase in accounts receivable
and inventory. The Company generated $1,611,420 in financing activities,
primarily from an increase short-term borrowing of $451,553, and net proceeds
from a private placement of $1,285,605.
As of April 30, 1998, outstanding borrowings under the Company's existing line
of credit was $1,575,476. As of September 2, 1998, outstanding borrowings under
the line of credit was $1,654,702. The Company's credit line with the bank is
$2,200,000 based on availability of accounts receivable and inventory.
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Industry publications and other data indicate that golf sales in general have
been decreasing and are expected to continue to decrease from the level of sales
experienced in the industry generally during the past year. Based on the
Company's internal projections and anticipated trends in the golf industry, the
Company currently believes that its operations and borrowing base will generate
sufficient cash to fund the Company's working capital needs through the Fall
1998 season. However, golf sales from December through February are generally
weak. Accordingly, the Company may, as in the past year, need to obtain interim
financing in order to build inventory levels in anticipation of higher sales
during the Spring 1999 season. No assurance can be given that the projected
operations will be sufficient to fund the Company's working capital needs or
that the Company can obtain interim financing. The failure of the Company to
obtain the amount of financing that may be required could materially and
adversely affect the Company's operations in the Spring of 1999.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following exhibits are filed as part of this report:
27-Financial Data Schedule
(b) None
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused the report to be signed on its
behalf by the undersigned, hereunto duly authorized.
UNITED GOLF PRODUCTS, INC.
September 15, 1998 By: /s/ Richard J. Parent
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Richard J. Parent
Chief Operating Officer and Chief
Financial Officer (Authorized Officer and
Principal Financial and Chief Accounting
Officer)
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