SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
AMENDMENT #1
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): September 9, 1996
Commission File Number: 333-05581
GOLDEN BEAR GOLF, INC.
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(Exact name of Registrant as specified in its charter)
Florida 65-0680880
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(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
11780 U.S. Highway One, North Palm Beach,Florida 33408
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(Address of principal executive offices) (Zip Code)
(561) 626-3900
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name, former address and former fiscal
year, if changed since last report)
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired
1. Financial Statements of Dallas Highlander, Ltd.for the six months
ended June 30, 1996.
2. Financial Statements of East Coast Golf Centers, Inc., East Coast
Golf Centers of Columbus, Ltd. and East Coast Golf Centers of Fort
Lauderdale, Inc. for the six months ended June 30, 1996.
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<PAGE>
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 hereunto duly authorized.
GOLDEN BEAR GOLF, INC.
(Registrant)
/S/ JACK P. BATES
-----------------------------------------
Jack P. Bates
Senior Vice President and
Chief Financial Officer
Date: November 22, 1996
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DALLAS HIGHLANDER, LTD.
CONDENSED BALANCE SHEET
JUNE 30,
1996
-------------
(UNAUDITED)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 65,840
Inventories 234,194
Other current assets 1,028
-------------
Total current assets 301,062
PROPERTY AND EQUIPMENT, net 1,424,466
OTHER ASSETS 3,085
-------------
Total assets $1,728,613
=============
LIABILITIES AND PARTNERS' CAPITAL
CURRENT LIABILITIES:
Accounts payable $ 24,144
Accrued liabilities 29,130
Due to affiliate 349,979
Deposits and other current liabilities 15,003
-------------
Total current liabilities 418,256
-------------
PARTNERS' CAPITAL:
General partner (33,027)
Limited partners 1,343,384
-------------
Total partners' capital 1,310,357
-------------
Total liabilities and partners' capital $1,728,613
=============
The accompanying notes to condensed financial statements are an
integral part of these condensed financial statements.
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<PAGE>
DALLAS HIGHLANDER, LTD.
CONDENSED STATEMENT OF OPERATIONS
SIX MONTHS
ENDED
JUNE 30,
1996
-------------
(UNAUDITED)
REVENUES:
Range and instruction fees $ 314,135
Pro shop sales 237,646
-------------
Total revenues 551,781
-------------
OPERATING COSTS AND EXPENSES:
Cost of pro shop sales 174,373
Operating costs 443,678
Depreciation and amortization 94,482
-------------
Total operating costs and expenses 712,533
-------------
Operating loss
(160,752)
-------------
OTHER INCOME:
Rental income and other 4,141
-------------
Net loss $ (156,611)
=============
The accompanying notes to condensed financial statements are an
integral part of these condensed financial statements.
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<PAGE>
DALLAS HIGHLANDER, LTD.
CONDENSED STATEMENT OF CASH FLOWS
SIX MONTHS
ENDED
JUNE 30,
1996
-------------
(UNAUDITED)
NET CASH USED IN OPERATING ACTIVITIES $ (138,501)
-------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (85,347)
-------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in due to/from affiliates 237,014
Proceeds from note receivable from limited partner 1,000
-------------
Net cash provided by financing activities 238,014
-------------
Net increase in cash and cash equivalents 14,166
CASH AND CASH EQUIVALENTS, beginning of period 51,674
-------------
CASH AND CASH EQUIVALENTS, end of period $ 65,840
=============
The accompanying notes to condensed financial statements are an
integral part of these condensed financial statements.
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<PAGE>
DALLAS HIGHLANDER, LTD.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
1. INTERIM FINANCIAL DATA
The accompanying unaudited condensed financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information. Accordingly, they do not include all of the information and notes
required by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. For further information, refer to the financial statements and notes
thereto of Dallas Highlander, Ltd. (the "Company") included in the Prospectus of
Golden Bear Golf, Inc. ("Golden Bear"), dated July 31, 1996, which has been
filed with the Securities and Exchange Commission. The results of operations and
cash flows for the six months ended June 30, 1996 are not necessarily indicative
of the results of operations or cash flows which may be reported for the
remainder of 1996.
2. SUBSEQUENT EVENT
On September 13, 1996, the Company consummated an agreement to sell its golf
center facilities located in Carrollton, Texas to Golden Bear for a total
purchase price of $2.25 million, of which $1.5 million was paid in cash at
closing. The remainder of the purchase price was evidenced by a promissory note
due in five years, with interest payable monthly at a rate of 8%. Golden Bear
also entered into a ground lease with an affiliate of the Company for the real
property underlying the facilities.
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<PAGE>
<TABLE>
<CAPTION>
EAST COAST GOLF CENTERS, INC.,
EAST COAST GOLF CENTERS OF COLUMBUS, LTD. AND
EAST COAST GOLF CENTERS OF FORT LAUDERDALE, INC.
COMBINED CONDENSED BALANCE SHEET
JUNE 30,
1996
-------------
(UNAUDITED)
ASSETS
<S> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 816,562
Inventories 168,472
Prepaid expenses and other current assets 25,351
-------------
Total current assets 1,010,385
PROPERTY AND EQUIPMENT, net 3,445,976
INTANGIBLE ASSETS, net 398,601
-------------
Total assets $4,854,962
=============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 228,455
Accrued expenses 90,881
Notes payable to bank 2,202,381
-------------
Total current liabilities 2,521,717
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NOTES PAYABLE TO STOCKHOLDERS 999,980
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STOCKHOLDERS' EQUITY:
Common stock/capital-
East Coast Golf Centers, Inc., $1 par value, 3,000 shares authorized,
445 shares issued and outstanding 445
East Coast Golf Centers of Fort Lauderdale, Inc., $.01 par value,
10,000 shares authorized, 2,000 shares issued and outstanding 20
East Coast Golf Centers of Columbus, Ltd. 922,000
Additional paid-in capital 1,392,536
Accumulated deficit (981,736)
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Total stockholders' equity 1,333,265
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Total liabilities and stockholders' equity $4,854,962
=============
</TABLE>
The accompanying notes to combined condensed financial statements are
an integral part of these combined condensed financial statements.
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<PAGE>
EAST COAST GOLF CENTERS, INC.,
EAST COAST GOLF CENTERS OF COLUMBUS, LTD. AND
EAST COAST GOLF CENTERS OF FORT LAUDERDALE, INC.
COMBINED CONDENSED STATEMENT OF OPERATIONS
SIX MONTHS
ENDED
JUNE 30,
1996
-------------
(UNAUDITED)
REVENUES:
Admission fees $ 316,461
Pro shop sales 147,980
-------------
Total revenues 464,441
-------------
OPERATING COSTS AND EXPENSES:
Operating costs 550,750
Cost of pro shop sales 124,421
Depreciation and amortization 91,274
-------------
Total operating costs and expenses 766,445
-------------
Net loss $ (302,004)
=============
The accompanying notes to combined condensed financial statements are
an integral part of these combined condensed financial statements.
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<PAGE>
EAST COAST GOLF CENTERS, INC.,
EAST COAST GOLF CENTERS OF COLUMBUS, LTD. AND
EAST COAST GOLF CENTERS OF FORT LAUDERDALE, INC.
COMBINED CONDENSED STATEMENT OF CASH FLOWS
SIX MONTHS
ENDED
JUNE 30,
1996
-------------
(UNAUDITED)
NET CASH USED IN OPERATING ACTIVITIES $ (197,620)
-------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (1,724,775)
-------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from note payable 1,202,381
Sale of stock/capital contributions 442,951
Return of capital (130,000)
Increase in notes payable to stockholders 129,980
-------------
Net cash provided by financing activities 1,645,312
-------------
Net decrease in cash and cash equivalents (277,083)
CASH AND CASH EQUIVALENTS, beginning of period 1,093,645
-------------
CASH AND CASH EQUIVALENTS, end of period $ 816,562
=============
The accompanying notes to combined condensed financial statements are
an integral part of these combined condensed financial statements.
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<PAGE>
EAST COAST GOLF CENTERS, INC.,
EAST COAST GOLF CENTERS OF COLUMBUS, LTD. AND
EAST COAST GOLF CENTERS OF FORT LAUDERDALE, INC.
NOTES TO COMBINED CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
1. INTERIM FINANCIAL DATA
The accompanying unaudited combined condensed financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information. Accordingly, they do not include all of the information
and notes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. For further information, refer to the combined financial
statements and notes thereto of East Coast Golf Centers, Inc., East Coast Golf
Centers of Columbus, Ltd. and East Coast Golf Centers of Fort Lauderdale, Inc.
(collectively, the "Companies") included in the Prospectus of Golden Bear Golf,
Inc. ("Golden Bear"), dated July 31, 1996, which has been filed with the
Securities and Exchange Commission. The results of operations and cash flows for
the six months ended June 30, 1996 are not necessarily indicative of the results
of operations or cash flows which may be reported for the remainder of 1996.
2. SUBSEQUENT EVENT
On September 11, 1996, the Companies consummated an agreement to sell certain of
their assets utilized in connection with an existing golf practice and
instruction facility located in Columbus, Ohio and a similar golf facility under
development in Fort Lauderdale, Florida. The total purchase price was
approximately $5.9 million, of which $5.3 million was paid in cash at closing
and $600,000 was evidenced by promissory notes. Pursuant to the sale, Golden
Bear also assumed the existing ground leases related to the real property at
these two locations. In addition, Golden Bear previously granted certain
principals of the Companies options to purchase 37,500 shares of Golden Bear's
Class A Common Stock pursuant to consulting agreements. The options, which fully
vested on September 11, 1996, are exercisable at any time and expire on August
31, 1997. The promissory notes are non-interest bearing and mature on August 31,
1997 unless any options are exercised at an earlier date, in which case the
proceeds to Golden Bear upon exercise of the options must be used to repay an
equal amount of the promissory notes.
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