SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(MARK ONE)
[X] - Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended June 30, 1999
or
[ ] - Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Commission File Number: 0-21089
GOLDEN BEAR GOLF, INC.
-----------------------------------------------------
(Exact name of Registrant as specified in its charter)
FLORIDA 65-0680880
- ------------------------------- ---------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
11780 U.S. HIGHWAY ONE, NORTH PALM BEACH, FLORIDA 33408
------------------------------------------------- -------------
(Address of principal executive offices) (Zip Code)
(561) 626-3900
----------------------------------------------------
(Registrant's telephone number, including area code)
NOT APPLICABLE
---------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
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 such filing
requirements for the past 90 days.
Yes [X] No [ ]
The Registrant had outstanding 2,744,962 shares of Class A Common Stock (par
value $.01 per share) and 2,760,000 shares of Class B Common Stock (par value
$.01 per share) as of August 6, 1999.
<PAGE>
GOLDEN BEAR GOLF, INC.
INDEX TO QUARTERLY REPORT ON FORM 10-Q
PAGE
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Condensed Balance Sheets as of
June 30, 1999 (Unaudited) and December 31, 1998 ...... 3
Consolidated Condensed Statements of Operations
(Unaudited) for the Three Months and Six Months
Ended June 30, 1999 and 1998 ......................... 4
Consolidated Condensed Statements of Cash Flows
(Unaudited) for the Six Months Ended June 30, 1999 and
1998.................................................. 5
Notes to Consolidated Condensed Financial Statements
(Unaudited) .......................................... 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations ........... 13
Item 3. Quantitative and Qualitative Disclosures About Market
Risk .................................................... 18
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K ........................ 19
Signature ....................................................... 20
2
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
GOLDEN BEAR GOLF, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
June 30, December 31,
1999 1998
------------ ------------
(Unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 2,280,069 $ 1,168,118
Accounts receivable, net 865,236 1,626,783
Due from International 108,128 41,812
Prepaid expenses and other current assets 176,844 226,806
------------ ------------
Total current assets 3,430,277 3,063,519
PROPERTY AND EQUIPMENT, net 575,388 706,361
OTHER ASSETS 663,659 438,983
NET NON-CURRENT ASSETS OF DISCONTINUED OPERATIONS 160,706 1,675,550
------------ ------------
Total assets $ 4,830,030 $ 5,884,413
============ ============
LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable $ 2,310,657 $ 2,083,702
Accrued liabilities 1,502,413 1,145,550
Deferred revenue 1,399,185 1,275,042
Current portion of capital leases 116,236 111,140
Net current liabilities of discontinued operations 13,762,888 15,552,968
------------ ------------
Total current liabilities 19,091,379 20,168,402
------------ ------------
NOTE PAYABLE AND CAPITAL LEASES, net of current portion 2,546,834 2,606,441
------------ ------------
COMMITMENTS AND CONTINGENCIES (Note 3)
SHAREHOLDERS' DEFICIT:
Preferred stock, $.01 par value, 20,000,000 shares authorized,
no shares issued and outstanding -- --
Common stock-
Class A, $.01 par value, 70,000,000 shares authorized,
2,744,962 shares issued and outstanding 27,450 27,450
Class B, $.01 par value, 10,000,000 shares authorized,
2,760,000 shares issued and outstanding 27,600 27,600
Additional paid-in capital 40,856,943 40,856,943
Accumulated deficit (57,720,176) (57,802,423)
------------ ------------
Total shareholders' deficit (16,808,183) (16,890,430)
------------ ------------
Total liabilities and shareholders' deficit $ 4,830,030 $ 5,884,413
============ ============
</TABLE>
The accompanying notes to consolidated condensed financial statements are an
integral part of these statements.
3
<PAGE>
GOLDEN BEAR GOLF, INC.
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
<TABLE>
<CAPTION>
For the Three Months Ended For the Six Months Ended
June 30, June 30,
------------------------------ ------------------------------
1999 1998 1999 1998
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
REVENUES:
Golf instruction revenues $ 2,094,668 $ 2,190,660 $ 3,547,606 $ 3,888,327
Licensing and other revenues 1,289,652 990,352 2,413,168 2,071,231
Income from operations of JNAI 287,699 82,771 464,876 191,685
Related party management fees 157,300 26,958 247,000 120,583
------------ ------------ ------------ ------------
Total revenues 3,829,319 3,290,741 6,672,650 6,271,826
------------ ------------ ------------ ------------
OPERATING COSTS AND EXPENSES:
Operating expenses 2,525,255 2,136,824 4,377,129 4,342,874
Corporate administration 783,426 529,011 2,213,496 1,301,079
Depreciation and amortization 65,932 52,188 146,408 167,076
------------ ------------ ------------ ------------
Total operating costs and expenses 3,374,613 2,718,023 6,737,033 5,811,029
------------ ------------ ------------ ------------
Operating income (loss) 454,706 572,718 (64,383) 460,797
------------ ------------ ------------ ------------
OTHER INCOME (EXPENSE):
Interest income 33,390 390 42,931 929
Interest expense (6,241) (86,108) (13,094) (162,050)
Other (1,563) (121,837) 6,531 (230,511)
------------ ------------ ------------ ------------
Total other income (expense) 25,586 (207,555) 36,368 (391,632)
------------ ------------ ------------ ------------
Income (loss) from continuing
operations before income taxes 480,292 365,163 (28,015) 69,165
PROVISION FOR INCOME TAXES 40,564 172,405 90,973 177,962
------------ ------------ ------------ ------------
Income (loss) from continuing
operations 439,728 192,758 (118,988) (108,797)
Income (loss) from discontinued operations 201,235 (9,768,636) 201,235 (16,726,040)
------------ ------------ ------------ ------------
Net income (loss) $ 640,963 $ (9,575,878) $ 82,247 $(16,834,837)
============ ============ ============ ============
EARNINGS PER SHARE - BASIC
AND DILUTED:
Income (loss) from continuing
operations $ 0.08 $ 0.04 $ (0.02) $ (0.02)
Income (loss) from discontinued operations 0.04 (1.78) 0.04 (3.04)
------------ ------------ ------------ ------------
Net income (loss) per share $ 0.12 $ (1.74) $ 0.01 $ (3.06)
============ ============ ============ ============
Weighted average common shares
outstanding - basic and diluted 5,504,962 5,504,962 5,504,962 5,504,962
============ ============ ============ ============
</TABLE>
The accompanying notes to consolidated condensed financial statements are an
integral part of these statements.
4
<PAGE>
GOLDEN BEAR GOLF, INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
For the Six Months Ended June 30,
------------------------------
1999 1998
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 82,247 $(16,834,837)
Adjustments to reconcile net loss to net cash provided by operating
activities:
Depreciation and amortization 146,408 167,076
Provision for uncollectible accounts 17,834 233,616
Income (loss) from discontinued operations (201,235) 16,726,040
Changes in assets and liabilities:
Accounts receivable 743,713 (206,694)
Due from International (66,316) 72,104
Prepaid expenses and other current assets 49,962 (161,939)
Other assets (224,676) 102,794
Accounts payable 226,955 237,592
Accrued liabilities 356,863 1,223,871
Deferred revenue 124,143 304,860
------------ ------------
Net cash provided by operating activities 1,255,898 1,864,483
------------ ------------
NET CASH USED IN DISCONTINUED OPERATIONS: (74,001) (7,017,717)
------------ ------------
CASH FLOWS USED IN INVESTING ACTIVITIES:
Capital expenditures, net (15,435) (243,703)
------------ ------------
CASH FLOWS (USED IN) PROVIDED BY FINANCING ACTIVITIES:
Proceeds from short-term credit facility -- 5,000,000
Proceeds from revolving credit facility, net -- 413,000
Payments on capital lease obligations (54,511) (49,073)
------------ ------------
Net cash (used in) provided by financing activities (54,511) 5,363,927
------------ ------------
Net increase (decrease) in cash and cash equivalents 1,111,951 (33,010)
CASH AND CASH EQUIVALENTS, beginning of period 1,168,118 675,303
------------ ------------
CASH AND CASH EQUIVALENTS, end of period $ 2,280,069 $ 642,293
============ ============
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING
ACTIVITIES:
Discontinued operations:
Acquisitions of computer equipment and office furniture accounted
for as a capital lease obligations $ -- $ 645,691
Notes payable and capital lease obligations issued in connection with
the acquisition of construction equipment $ -- $ 2,006,221
</TABLE>
The accompanying notes to consolidated condensed financial statements are an
integral part of these statements.
5
<PAGE>
GOLDEN BEAR GOLF, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION AND BASIS OF PRESENTATION
The accompanying unaudited Consolidated Condensed Financial Statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. 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 audited Consolidated
Financial Statements and Notes thereto included in Golden Bear Golf, Inc.'s (the
"Company") Annual Report on Form 10-K for the fiscal year ended December 31,
1998, as filed with the Securities and Exchange Commission.
The results of operations and cash flows for the three and six-month periods
ended June 30, 1999 are not necessarily indicative of the results of operations
or cash flows which may be reported for the remainder of fiscal 1999.
In order to maintain consistency and comparability between periods presented,
certain amounts have been reclassified from the previously reported financial
statements in order to conform to the financial statement presentation of the
current period. During fiscal 1998, the Company sold its wholly-owned
subsidiary, Golden Bear Golf Centers, Inc. ("Golf Centers") and formally
approved the discontinuance of the construction operations conducted by its
wholly-owned subsidiary, Paragon Construction International, Inc. ("Paragon").
Accordingly, the operations and financial activity associated with such
businesses have been classified as discontinued operations.
INCOME TAXES
The Company accounts for income taxes in accordance with Statement of Financial
Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes".
Accordingly, deferred income taxes have been provided to show the effect of
temporary differences between the tax basis of assets and liabilities and their
reported amounts in the financial statements. The Company files a consolidated
Federal income tax return which includes the operations of the Company and its
subsidiaries. A valuation allowance was established to offset the Company's net
deferred tax assets as of June 30, 1999 and December 31, 1998 because management
currently believes that the future realization of such deferred tax assets is
not more likely than not.
EARNINGS (LOSS) PER SHARE
Earnings (loss) per share in the accompanying Consolidated Condensed Statements
of Operations is computed by dividing the net income (loss) by the weighted
average common shares outstanding for the respective periods. Diluted earnings
per share as computed under SFAS No. 128 includes the effects of common stock
equivalents, including the dilutive effect of all outstanding stock options
using the treasury stock method. Diluted earnings per share is the same as basic
earnings per share in the accompanying Consolidated Condensed Statements of
Operations. Options to purchase 222,675 and 565,725 shares of common stock were
not included in computing earnings per share for the periods ended June 30, 1999
and 1998, respectively, because their effects were anti-dilutive for the
respective periods.
6
<PAGE>
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (CONTINUED)
COMPREHENSIVE INCOME
Comprehensive income (loss) is defined as the change in equity during the
financial reporting period of a business enterprise resulting from non-owner
sources. During the three and six-month periods ended June 30, 1999 and 1998,
the Company did not have any changes in its equity resulting from such non-owner
sources, and accordingly, comprehensive income (loss) as set forth by SFAS No.
130 was equal to the net income (loss) amounts presented for the respective
periods in the accompanying Consolidated Condensed Statements of Operations.
DERIVATIVE FINANCIAL INSTRUMENTS
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities," which
establishes accounting and reporting standards requiring that every derivative
instrument, including certain derivative instruments embedded in other
contracts, be recorded in the balance sheet as either an asset or liability
measured at its fair value. Changes in the derivative's fair value are required
to be recognized currently in earnings unless specific hedge accounting criteria
are met. In June 1999, Statements of Financial Accounting Standard No. 137,
"Accounting for Derivative Instruments and Hedging Activities - Deferral of the
Effective Date of FASB Statement No. 133 - An Amendment of FASB Statement No.
133" was issued delaying the effective date of SFAS 133 for fiscal years
beginning after June 15, 2000. Management believes the impact of adopting this
statement in 2001 will not have a material effect upon the Company's results of
operations or financial position.
2. NOTE PAYABLE AND CAPITAL LEASES
Note payable and capital leases consist of the following:
<TABLE>
<CAPTION>
June 30, December 31,
1999 1998
----------- -----------
<S> <C> <C>
Capital lease obligations secured by furniture and equipment,
with principal and interest at 9% payable monthly, maturing
through June, 2002(1) $ 263,070 $ 317,581
Note payable to shareholder, bears interest at The Wall Street
Journal Prime Rate payable monthly, entire principal due
in July, 2003(2) 2,400,000 2,400,000
----------- -----------
2,663,070 2,717,581
Less current portion (116,236) (111,140)
----------- -----------
$ 2,546,834 $ 2,606,441
=========== ===========
</TABLE>
(1) The Company acquired certain office furniture and phone systems equipment
by entering into financing arrangements that were accounted for as capital
leases. These capital lease obligations have initial terms of five years
and require monthly payments representing principal and interest.
(2) In July 1998, the Company issued an unsecured promissory note for $2.4
million payable to Jack Nicklaus, the principal stockholder of the Company
and Chairman of the Company's Board of Directors. The proceeds of the note
were used in connection with the settlement of certain claims associated
with a golf course development project.
7
<PAGE>
3. COMMITMENTS AND CONTINGENCIES
CLAIMS AND ASSESSMENTS
In August 1995, Paragon brought an arbitration claim against a customer for
breach of contract. Paragon alleges it has properly completed the construction
relating to the renovation of the customer's golf course and is seeking final
payment of retainage and related amounts due, together with additional damages,
totaling approximately $350,000. Simultaneous to this claim of arbitration, the
customer filed a counterclaim of arbitration against Paragon for alleged
construction defects in the renovation of its golf course. Although the customer
now claims its damages are in excess of $3.0 million, the initial claim
submitted by the customer in arbitration was for $750,000. The ultimate outcome
of this matter is not determinable at this time. Accordingly, no provision for
loss regarding this matter had been established at June 30, 1999. The ultimate
disposition of this matter is not expected to have a material effect on the
Company's financial position or results of operations.
In connection with the discontinuance of the construction business conducted by
Paragon and the winding down of such operations, the Company has been named in
numerous legal actions involving claims for damages and other amounts due to
certain project owners, construction vendors and subcontractors. While the
Company has entered into settlement negotiations with several claimants, the
ultimate outcome of such negotiations is not determinable at this time. Certain
of these claims, if determined adversely to the Company in the aggregate, could
have a material adverse effect on the Company's financial position and results
of operations. The Company has recorded loss reserves which management believes
are sufficient to cover the estimated losses attributable to Paragon's former
construction projects. Based on a comprehensive review conducted by the Company
during 1998 of Paragon's construction projects, it was necessary for the Company
to restate certain financial statements it had previously filed with the
Securities and Exchange Commission. As a result of the restatement of the
Company's financial statements, numerous class action lawsuits have been filed
against the Company and certain current and former officers and directors of the
Company, asserting various claims under the federal securities laws. The
plaintiffs are seeking an unspecified amount of damages, interest, costs and
attorneys' fees. The Company intends to vigorously defend each of the foregoing
lawsuits, but their respective outcomes cannot be predicted. Any of such
lawsuits, if determined adversely to the Company, could have a material adverse
effect on the Company's financial position and results of operations. The
Company's ultimate liability with respect to any of the foregoing proceedings is
not presently determinable.
The Securities and Exchange Commission has also advised the Company that it is
conducting a private investigation to determine whether the Company or certain
of its current or former officers, directors and employees engaged in conduct in
violation of certain provisions of the Securities Exchange Act of 1934 and the
rules and regulations thereunder. The Company is cooperating in such
investigation.
The Company is also a party to various other legal proceedings which have arisen
in the ordinary course of its business. While the ultimate outcome of these
matters cannot be predicated with certainty, the Company does not believe that
any losses resulting from such other legal proceedings will have a material
adverse effect on the Company's financial position or results of operations.
CONSTRUCTION CONTRACT WARRANTIES
Paragon's construction contracts generally provided for warranties that
obligated Paragon to remedy certain construction defects that may arise in the
ordinary course of providing such construction services. Such warranties, which
are customary in the construction industry, are usually effective for a period
of one year from the completion date of the respective projects. The Company's
management does not expect the costs associated with corrective action incurred
pursuant to these warranties, if any, to have a material impact on its results
of operations.
8
<PAGE>
4. SHAREHOLDERS' DEFICIT AND LIQUIDITY
The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. Primarily as a result of losses
and costs previously incurred by the Company's Paragon subsidiary, the Company
has incurred operating losses which have resulted in a shareholders' deficit of
approximately $16.8 million and a working capital deficiency of approximately
$15.7 million at June 30, 1999.
Management's plans in regard to these matters included discontinuing the
Company's construction operations and reducing on-going expenses. In this
regard, the Company has formally discontinued the construction activities
formerly conducted by its Paragon subsidiary and has substantially completed all
of its remaining construction projects. The Company is negotiating with certain
project owners, as well as construction vendors and subcontractors to settle
certain amounts and issues outstanding with respect to such projects.
The financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts and the amounts and
classification of liabilities that might be necessary should the Company be
unable to continue as a going concern. The Company's continuation as a going
concern and future working capital requirements are dependent on the Company's
ability to successfully complete such negotiations involving Paragon and on its
ability to achieve and maintain profitable operations in the future. Management
of the Company believes that such objectives are attainable. However, there is
no assurance that the Company will be successful in realizing these objectives,
or that the Company will generate sufficient cash flow from operations to meet
its future working capital requirements. To the extent that capital requirements
exceed available capital, the Company will be required to seek alternative
sources of financing to fund its operations. The Company has no existing credit
facility and there is no assurance that alternative financing will be available,
if at all, on satisfactory terms. If the Company is unable to obtain
satisfactory alternative financing, the Company may be required to delay or
reduce its future expenditures, sell additional assets to meet its obligations,
seek to renegotiate the terms of its obligations or curtail its operations.
There can be no assurance that any source of funds or other actions taken by the
Company will provide sufficient capital so as to enable the Company to remain a
going concern.
5. OPERATIONS OF JNAI
The apparel licensing activities of the Company in the Far East are conducted
through Jack Nicklaus Apparel International ("JNAI") and its various
partnerships. The Company serves as a 50% general partner and is generally
entitled to receive 50% of the cash distributions of the various partnerships'
operations. The Company's investment in JNAI is recorded on the equity method.
The following is a condensed summary of the operating results of JNAI:
<TABLE>
<CAPTION>
For the Three Months Ended For the Six Months Ended
June 30, June 30,
------------------------- -------------------------
1999 1998 1999 1998
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Licensing revenues $ 707,623 $ 299,703 $1,226,272 $ 679,548
Operating expenses and other 47,803 117,767 115,027 232,722
Provision for income taxes 84,422 16,393 181,493 63,455
---------- ---------- ---------- ----------
Net income $ 575,398 $ 165,543 $ 929,752 $ 383,371
========== ========== ========== ==========
</TABLE>
9
<PAGE>
6. RELATED PARTY TRANSACTIONS
Effective December 18, 1998, the Company, Jack Nicklaus and Golden Bear
International, Inc. ("International"), a privately owned company controlled by
Jack Nicklaus, entered into an agreement with Weitz Golf International LLC
("Weitz Golf"), pursuant to which the Company, Jack Nicklaus and International
will provide certain technical and marketing assistance in connection with the
construction services offered by Weitz Golf, which include general contracting,
design-build and construction management. Under the agreement, the Company
agreed to no longer offer construction services independently during the term of
the agreement which expires on December 31, 2007. The Company is entitled to
receive 40% of the net profits, as defined, received by Weitz Golf pursuant to
the contracts it enters into during the term of the agreement. There were no net
profits from the operations of Weitz Golf during the six months ended June 30,
1999.
At a special meeting of the Board of Directors of the Company held on April 15,
1999, the Company's Board of Directors approved the terms of a settlement with a
former customer of Paragon. Paragon had been engaged by this customer (the
"Developer") to construct a golf course located in San Jose, California
("California Project") and one located in Orlando, Florida ("Florida Project").
Nicklaus Design, a division of International, designed both of the golf course
projects. In addition, the Florida Project is owned by a partnership controlled
by the Developer in which International has a 25% limited partner interest.
After Paragon was unable to complete these projects, Paragon and the owners of
the projects entered into a Settlement Agreement and Release of Claims.
Subsequent to and notwithstanding the terms of this settlement, issues arose
regarding responsibility for certain cost overruns that were incurred in
connection with the construction of the golf courses. Based upon an assessment
of the potential risks and costs of litigation, the Company's Board of Directors
approved a revised settlement pursuant to which Paragon agreed to pay the
Developer certain of the amounts at issue. With regard to the California
Project, Paragon issued a promissory note to the Developer in the principal
amount of $785,436 bearing interest at an annual rate of 10%, payable in
quarterly installments of principal and interest over three years. With regard
to the Florida Project, Paragon issued a promissory note to the Developer in the
principal amount of $496,171 bearing interest at an annual rate of 10%, payable
in quarterly installments of principal and interest over five years. The notes,
which have an effective date of January 1, 1999, are guaranteed collectively by
Mr. Nicklaus and International. In connection with the foregoing settlement,
International agreed to credit certain payments to which it would otherwise be
entitled to for the design services performed by Nicklaus Design at these two
projects, against the respective notes payable issued by Paragon to the
Developer. In this regard, International credited such payments totaling
$300,000 and $250,000 against the notes payable to the Developer associated with
the California Project and the Florida Project, respectively. In turn, Paragon
delivered notes payable to International for the respective amounts of such
credits, bearing interest at an annual rate of 8% payable quarterly with the
entire principal due on July 31, 2004.
In addition to the foregoing, the Company also issued promissory notes dated
April 23, 1999 in the aggregate principal amount of $584,470 to several
construction vendors and subcontractors associated with a former Paragon golf
course development project. The notes, which were issued pursuant to a
settlement agreement, have five-year terms and require equal quarterly payments
of principal and interest at an annual rate of 8%. The notes are personally
guaranteed by Jack Nicklaus.
Effective February 19, 1999, the Company issued a note payable to the lessor of
certain office space that had been formerly leased by Paragon in settlement of
certain lease termination obligations. The note payable was issued in the
principal amount of $300,000 and requires quarterly principal payments of
$25,000 plus interest at an annual rate of 8%. The note is guaranteed by
International.
Pursuant to the terms of a personal services management agreement, International
and Jack Nicklaus have retained the Company as the exclusive manager and
representative to market the personal endorsement services of Jack Nicklaus,
under which the Company is generally entitled to approximately 20% to 30% of the
personal endorsement fees received by Mr. Nicklaus. During the six months ended
June 30, 1999 and 1998, the Company earned management fees attributable to
providing such services of $247,000 and $120,583, respectively. At June 30,
1999, the Company had a net amount due from International of $108,128, which was
comprised primarily of the management fees attributable to such personal
endorsement services performed by Mr. Nicklaus.
10
<PAGE>
6. RELATED PARTY TRANSACTIONS - (CONTINUED)
The Company has an office staff sharing agreement with International which
provides for the sharing of the services of certain specifically identified
office staff and personnel that can effectively serve the needs of both
organizations. During the six months ended June 30, 1999 and 1998, payroll and
related costs associated with such shared employees totaling $18,000 and
$55,500, respectively, were allocated to International.
During the six months ended June 30, 1999 and 1998, the Company paid Executive
Sports International, a privately held company owned in part by a member of the
Nicklaus family, $56,259 and $75,847, respectively, for certain printing and
graphics services.
In the ordinary course of business, the Company purchases golf equipment
manufactured by Nicklaus Golf Equipment Company, L.C., a privately owned company
in which Jack Nicklaus has a 50% equity interest. Such equipment is currently
purchased primarily for promotional programs associated with the Company's
NICKLAUS FLICK GOLF SCHOOLS. Prior to the sale of the Company's Golf Centers
subsidiary, such equipment was also purchased for resale in the pro shops of the
Company's golf centers. During the six months ended June 30, 1999 and 1998, the
Company purchased such golf equipment at a cost of $16,596 and $130,800,
respectively.
7. DISCONTINUED OPERATIONS
GOLDEN BEAR GOLF CENTERS, INC.
On July 20, 1998, the Company sold all of the issued and outstanding stock of
its Golf Centers subsidiary to an unrelated party for cash consideration of
approximately $21.5 million. Through its Golf Centers subsidiary, the Company
had been engaged in the acquisition, ownership and operation of golf practice
and instruction facilities. As of the date of the sale, Golf Centers owned and
operated a total of 14 golf center facilities under the GOLDEN BEAR GOLF CENTER
brand name. The Company retained its licensing and franchising rights with
respect to being able to offer franchise opportunities to outside parties for
the operation of golf instruction and practice facilities.
All of the financial activities associated with the Golf Centers operations that
were sold have been classified as discontinued operations in the accompanying
Consolidated Condensed Financial Statements. Losses totaling $2,405,275 and
$4,054,754 attributable to such operations for the three and six-month periods
ended June 30, 1998, respectively, are included in the accompanying Consolidated
Condensed Statements of Operations as a component of the line item captioned,
"Loss from discontinued operations."
PARAGON CONSTRUCTION INTERNATIONAL, INC.
On October 26, 1998, the Company formally approved the discontinuance of the
golf course construction operations conducted by its Paragon subsidiary.
Substantially all such projects have been completed and the Company is no longer
actively involved in pursuing construction projects independent of its agreement
with Weitz Golf. Paragon had been involved in providing comprehensive golf
course and other resort-related construction services, including project
management, shaping, renovation and golf course construction.
The financial activities associated with Paragon have been classified as
discontinued operations in the accompanying Consolidated Condensed Financial
Statements. Included in the accompanying Consolidated Condensed Statements of
Operations as a component of the line item captioned, "Income (loss) from
discontinued operations" are income (losses) attributable to the operations of
Paragon totaling $201,235 for the three and six-month periods ended June 30,
1999, and ($7,363,361) and ($12,671,286) for the three and six-month periods
ended June 30, 1998, respectively. Income earned during the three months and
six months ended June 30, 1999 is the result of resolving matters involving
vendors and customers.
11
<PAGE>
7. DISCONTINUED OPERATIONS - (CONTINUED)
The components of the net liabilities associated with Paragon's discontinued
operations included in the accompanying Consolidated Balance Sheets consist of
the following:
June 30, December 31,
1999 1998
----------- -----------
Current assets $ 928,775 $ 1,932,478
Property and equipment, net 620,000 1,675,550
----------- -----------
Total assets 1,548,775 3,608,028
Current liabilities 14,691,663 17,485,446
Notes payable, net of current portion 459,294 --
-----------
Total liabilities 15,150,957 17,485,446
----------- -----------
Net liabilities of discontinued operations $13,602,182 $13,877,418
=========== ===========
8. SEGMENT REPORTING
With the sale of the Company's Golf Centers subsidiary and the discontinuance of
the construction operations conducted by its Paragon subsidiary, the Company
effectively consolidated all of its remaining operations into one operating
segment. Accordingly, all of the Company's revenue generating activities are now
conducted by one operating segment encompassing the licensing and franchising of
NICKLAUS, JACK NICKLAUS and GOLDEN BEAR branded products throughout the world,
the operation of the NICKLAUS FLICK GOLF SCHOOLS and the generation of marketing
fees related to Jack Nicklaus' personal endorsements. As the Company operates
and tracks its results in one operating segment, certain segment disclosure
requirements are not applicable.
12
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with the
Consolidated Financial Statements, the related Notes to Consolidated Financial
Statements and Management's Discussion and Analysis of Financial Condition and
Results of Operations included in the Company's Annual Report on Form 10-K for
the year ended December 31, 1998 and the Consolidated Condensed Financial
Statements and the related Notes to Consolidated Condensed Financial Statements
included in Item 1 of this Quarterly Report on Form 10-Q.
OVERVIEW
The Company sold the stock of its wholly-owned Golf Centers subsidiary on July
20, 1998 and formally approved the discontinuance of the construction operations
conducted by its Paragon subsidiary on October 26, 1998. Accordingly, the
operations and financial activity associated with such businesses have been
reclassified as discontinued operations. With the disposition of such
operations, the Company is now focused on its core business, which includes the
licensing and franchising of NICKLAUS, JACK NICKLAUS and GOLDEN BEAR branded
products throughout the world, the operation of the NICKLAUS FLICK GOLF SCHOOLS
and managing the personal endorsement services provided by Jack Nicklaus.
With regard to the discontinued construction operations, the Company has
substantially completed all of its golf course construction projects and is
negotiating with certain project owners, as well as construction vendors and
subcontractors to settle certain amounts and issues outstanding with respect to
such projects. The Company is no longer actively involved in pursuing
construction projects independent of an agreement it entered into with Weitz
Golf on December 18, 1998. Weitz Golf is a newly formed construction company
focused on building golf courses and clubhouses nationally and internationally.
Pursuant to the terms of the agreement, the Company, Jack Nicklaus and
International will provide certain technical and marketing assistance in
connection with the construction services offered by Weitz Golf, which include
general contracting, design-build and construction management. The principal
markets targeted for these services are developers and designers in the golf
industry. Under the agreement, the Company agreed to no longer offer
construction services independently during the term of the agreement which
expires on December 31, 2007. The Company is entitled to receive 40% of the net
profits, as defined, received by Weitz Golf pursuant to the contracts it enters
into during the term of the agreement. There were no net profits from the
operations of Weitz Golf during the six months ended June 30, 1999.
Based on a comprehensive review conducted by the Company during 1998 of its
Paragon subsidiary's construction projects, it was necessary for the Company to
recognize additional costs and losses incurred on certain construction projects,
resulting in the restatement of certain financial statements the Company had
previously filed with the Securities and Exchange Commission ("SEC"). As a
result of the restatement of the Company's financial statements, numerous
purported class action lawsuits have been filed against the Company and certain
current and former officers and directors of the Company, asserting various
claims under the federal securities laws. While it is not feasible to predict or
determine the outcome of these proceedings or to estimate the amounts or
potential range of loss with respect to these matters, management believes that
an adverse outcome with respect to such proceedings could have a material
adverse impact on the Company's financial position and results of operations.
See Note 3 to the Consolidated Condensed Financial Statements included in Item 1
of this Quarterly Report on Form 10-Q.
Additionally, the SEC has advised the Company that it is conducting a private
investigation to determine whether the Company or certain of its current or
former officers, directors and employees engaged in conduct in violation of
certain provisions of the Securities Exchange Act of 1934 and the rules and
regulations thereunder. The Company is cooperating in such investigation.
13
<PAGE>
RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 1999 COMPARED WITH THREE MONTHS ENDED JUNE 30, 1998
Total revenues increased to $3.8 million during the three months ended June 30,
1999 from $3.3 million reported for the comparable period of 1998. The $0.5
million or 16.4% increase in total revenues during the current quarterly period
was primarily attributable to increases in licensing revenues and in the income
from the operations of the Company's JNAI joint venture. Licensing revenues
increased due to the incremental additional fees earned from the licensing of
the 14 golf centers that the Company previously sold to a licensee in July of
1998. Income from the operations of JNAI increased during the current quarter
due to an increase in the retail sales of licensed products on the part of
JNAI's customers in the Far East. Related party management fees also increased
during the current quarter due to the addition of several new endorsement
contracts managed by the Company for Jack Nicklaus. The foregoing increases in
revenues were offset, in part, by a decrease in golf instruction revenues due
primarily to a reduction in the Company's executive golf program.
Operating expenses increased to $2.5 million during the three months ended June
30, 1999 from $2.1 million for the comparable period of 1998, due primarily to
the corresponding increase in revenues for the current period. Corporate
administration expenses were $0.8 million and $0.5 million for the three months
ended June 30, 1999 and 1998, respectively. The increase in such expenses for
the current quarter was attributable to increased costs incurred for legal fees
primarily in connection with the SEC investigation. Charges for depreciation and
amortization expense were less than $0.1 million for the three months ended June
30, 1999 and 1998.
The interest expense incurred during the three months ended June 30, 1999 was
not material to the Company's results of operations. Interest expense incurred
during the three months ended June 30, 1998 was primarily attributable to
outstanding borrowings under the Company's revolving credit facility, which was
subsequently repaid and terminated during fiscal 1998.
Other expense for the three months ended June 30, 1999 was not material to the
Company's results of operations. Other expense of $0.1 million for the three
months ended June 30, 1998 was comprised primarily of the losses associated with
a joint venture in which the Company had invested capital and participated in
the operating results of such venture. Effective December 31, 1998, the Company
terminated its participation in the joint venture at which time it was
dissolved.
Although the Company has sufficient net operating loss carryforwards and other
tax benefits to absorb substantially all of the Company's Federal income tax
liabilities, certain of its operations are subject to state and foreign income
taxes. The provisions recorded for income taxes during the three months ended
June 30, 1999 and 1998 are comprised of amounts incurred with respect to state
and foreign income taxes.
The income earned from discontinued operations during the three months ended
June 30, 1999 is due to the resolution of matters involving vendors and
customers.
SIX MONTHS ENDED JUNE 30, 1999 COMPARED WITH SIX MONTHS ENDED JUNE 30, 1998
Total revenues were $6.7 million during the six months ended June 30, 1999,
compared to $6.3 million for the comparable period of 1998. The $0.4 million or
6.4% increase in total revenues during the current period was attributable to
increases in licensing revenues, income from the operations of JNAI and related
party management fees, offset in part, by a decrease in golf instruction
revenues. Licensing revenues increased due to the incremental additional fees
earned from the licensing of the 14 golf centers that the Company previously
sold to a licensee in July of 1998. Income from the operations of the Company's
JNAI joint venture increased during the current six-month period due primarily
to an increase in the retail sales of licensed products on the part of JNAI's
customers in the Far East. The increase in related party management fees
reflects the addition of several new endorsement contracts managed by the
Company on behalf of Jack Nicklaus. Golf instruction revenues decreased during
the six months ended June 30, 1999 due primarily to a reduction in the Company's
executive golf program.
14
<PAGE>
Operating expenses were $4.4 million and $4.3 million for the six months ended
June 30, 1999 and 1998, respectively. Corporate administration expenses
increased to $2.2 million for the six months ended June 30, 1999 compared to
$1.3 million during the six months ended June 30, 1998, due to increased costs
incurred for legal fees in connection with the SEC investigation and certain
shareholder claims that have been asserted against the Company. Charges for
depreciation and amortization expense were approximately $0.1 million and $0.2
million for the six months ended June 30, 1999 and 1998, respectively.
The interest expense incurred during the six months ended June 30, 1999 was not
material to the Company's results of operations. Interest expense incurred
during the six months ended June 30, 1998 was primarily attributable to
outstanding borrowings under the Company's revolving credit facility, which was
subsequently repaid and terminated during fiscal 1998.
Other income for the six months ended June 30, 1999 was not material to the
Company's results of operations. Other expense of $0.2 million for the six
months ended June 30, 1998 was comprised primarily of the losses associated with
a joint venture in which the Company had invested capital and participated in
the operating results of such venture. Effective December 31, 1998, the Company
terminated its participation in the joint venture at which time it was
dissolved.
Although the Company has sufficient net operating loss carryforwards and other
tax benefits to absorb substantially all of the Company's Federal income tax
liabilities, certain of its operations are subject to state and foreign income
taxes. The provisions for income taxes of $0.1 million and $0.2 million for the
six months ended June 30, 1999 and 1998, respectively, are comprised of amounts
incurred with respect to state and foreign income taxes.
The income earned from discontinued operations during the six months ended
June 30, 1999 is due to the resolution of matters involving vendors and
customers.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 1999 and December 31, 1998, the Company had a working capital
deficit of $15.7 million and $17.1 million, respectively, including cash and
cash equivalents of $2.3 million and $1.2 million, respectively.
The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. Primarily as a result of losses
and costs previously incurred by the Company's Paragon subsidiary, the Company
has incurred operating losses which have resulted in a shareholders' deficit of
approximately $16.8 million and a working capital deficiency of approximately
$15.7 million at June 30, 1999.
Management's plans in regard to these matters included discontinuing the
Company's construction operations and reducing on-going expenses. In this
regard, the Company has formally discontinued the construction activities
formerly conducted by its Paragon subsidiary and has substantially completed all
of its remaining construction projects. The Company is negotiating with certain
project owners, as well as construction vendors and subcontractors to settle
amounts and issues outstanding with respect to such projects.
The financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts and the amounts and
classification of liabilities that might be necessary should the Company be
unable to continue as a going concern. The Company's continuation as a going
concern and future working capital requirements are dependent on the Company's
ability to successfully complete such negotiations involving Paragon and on its
ability to achieve and maintain profitable operations in the future. Management
of the Company believes that such objectives are attainable. However, there is
no assurance that the Company will be successful in realizing these objectives,
or that the Company will generate sufficient cash flow from operations to meet
its future working capital requirements. To the extent that capital requirements
exceed available capital, the Company will be required to seek alternative
sources of financing to fund its operations. The Company has no existing credit
facility and there is no assurance that alternative financing will be available,
if at all, on satisfactory terms. If the Company is unable to obtain
satisfactory alternative financing, the Company may be required to delay or
reduce its future expenditures, sell additional assets to meet its obligations,
seek to renegotiate the terms of its obligations or curtail its operations.
There can be no assurance that any source of funds or other actions taken by the
Company will provide sufficient capital so as to enable the Company to remain a
going concern.
On August 13, 1999 one of the Company's significant licensees announced that
it is considering the need to file for bankruptcy protection. In the event
such a filing is made and the Company does not receive licensing fees as
contractually due, such failure could have an adverse effect on the Company's
future financial results and operations.
15
<PAGE>
CURRENCY FLUCTUATIONS
Although substantially all of the Company's contracts are denominated in United
States dollars, fluctuations in the value of foreign currencies relative to the
United States dollar could impact the Company's results of operations. A
substantial portion of the revenues of the Company's overseas licensees are
generated in foreign currencies and accordingly, fluctuations in the value of
these currencies relative to the United States dollar could adversely affect the
Company's profitability. Royalty payments received by the Company or by its JNAI
equity investee relating to foreign licensing arrangements are converted to U.S.
dollars based on the exchange rate at the time of payment.
The Company's JNAI joint venture historically has entered into futures contracts
to hedge its anticipated receipt of a portion of the royalty payments
denominated in Japanese yen. Apart from these futures contracts on the part of
JNAI which were not material to the Company's results of operations, the Company
does not currently engage in hedging activities with respect to currency
fluctuations, but may do so in the future.
YEAR 2000
The Year 2000 issue exists because many computer systems and applications
currently use two-digit fields to designate a year. As the century date change
occurs, date-sensitive systems may recognize the year 2000 as 1900, or not at
all. This inability to properly treat the Year 2000 issue may cause systems to
process critical financial and operational information incorrectly.
The Company has conducted an assessment of its state of readiness with respect
to the Year 2000 issue. The Company has evaluated all of its computing hardware,
software, and other equipment containing embedded devices, including non
information-technology ("IT") systems. The Company operates in a networked
computing environment, using software and network devices that are generally
current versions of standard applications that require only limited or no
modifications. To the extent that shortfalls in compliance were identified as
part of its evaluation, the Company replaced, updated or modified the affected
hardware or software to remediate the date related problems.
The assessment of the Company's internal systems for compliance with the Year
2000 issue has been completed and such systems have also been tested to ensure
correct date processing, before, during, and after January 1, 2000. All
computing hardware has been tested using a third party certification program and
also has been manually tested by date advancement. Non-conforming models have
been replaced with conforming models. Software has been upgraded to vendor
certified versions and additional testing, via date advancement, has been
performed on critical applications as well as other applications deemed to be
date sensitive. The Company's non-IT equipment containing embedded devices, such
as telephones, voice-mail equipment, fax machines and other related office
equipment, has been vendor certified as Year 2000 compliant, and with respect to
certain equipment, additional testing was performed using date advancement.
Accordingly, the Company has completed the evaluation of its internal computer
systems along with its non-IT equipment, and has determined that such systems
are Year 2000 compliant and that no additional material modifications were
necessary.
The costs incurred by the Company in connection with its remediation efforts to
address the Year 2000 issue have not been material to the Company's financial
position or results of operations. Hardware replacements were made using surplus
inventory and did not require the purchase of new computer systems. For the most
part, software modifications were made using compliant upgrades provided without
cost by the respective vendors or by using upgrades provided under existing
software maintenance agreements, and did not require the purchase of significant
new software.
The Company is also monitoring the adequacy of the manner in which third
parties, including customers, suppliers and service providers to the Company,
are attempting to address the Year 2000 issue. Based on the assessment performed
to date, the costs of addressing potential problems are not currently expected
to have a material impact on the Company's financial position, results of
operations or cash flows in future periods. While the Company believes its
internal conversion efforts and those of its external customers, suppliers and
service providers are designed to be successful, because of the complexity of
the Year 2000 issue, and the interdependence of
16
<PAGE>
organizations using computer systems, it is possible that the Company's efforts
or those of third parties with whom the Company interacts, will not be
successful or satisfactorily completed in a timely fashion.
Although the Company believes that the Year 2000 issue will not pose significant
operational problems, certain potential risks have been identified at this time.
Certain of the Company's customers, particularly those that are located abroad
or have significant operations outside of the United States may not be or may
not become Year 2000 compliant in a timely manner. The risk posed by such
customers is a decrease or delay in their remittances of fees and various other
revenues to the Company. With respect to the Company, a reasonably likely worst
case Year 2000 scenario would involve certain of the Company's customers,
including customers with significant operations outside of the United States. To
the extent that markets and the general economic conditions become disrupted or
volatile due to problems attributable to the Year 2000 issue, and unfavorably
impact the Company's customers, such events could have an adverse effect on the
Company's operations. Reasonably likely problems resulting from such events
would include reduced revenues from customers and delays in the receipt of
revenues and distributions. Such factors could negatively impact the financial
position, operating results and cash flows of the Company. In addition to the
foregoing reasonably worst case scenario, Year 2000 issues could have an impact
on the Company's operations and its financial results if unforeseen needs or
problems arise or if systems operated by third parties are not, or do not,
become Year 2000 compliant in a timely manner.
Based on the modifications and conversions of the Company's hardware, software
and non-IT embedded devices made to date, the Company does not believe that
contingency planning with respect to its internal systems is warranted at this
time. The Company will continue to monitor developments with respect to its
applicable external third parties, which may reveal the need for contingency
planning at a later date. The Company will continue to regularly evaluate the
need for contingency planning based on new information and developments in this
regard.
FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS
This Quarterly Report on Form 10-Q contains forward-looking statements made
pursuant to the safe harbor provisions of the Securities Litigation Reform Act
of 1995. These forward-looking statements are based largely on the Company's
expectations and are subject to a number of risks and uncertainties, including
but not limited to, those risks associated with economic conditions generally
and the economy in those areas where the Company has assets and operations,
including Asia and Japan; competitive and other factors affecting the Company's
operations, markets, products and services; those risks associated with the
licensing and franchising of golf centers, including the renewals of such
licensing and franchising agreements; and the risks associated with the
operations of its franchisees and licensees; those risks associated with the
ability of Paragon to successfully negotiate with certain project owners, as
well as construction vendors and subcontractors to settle certain amounts and
issues outstanding with respect to former construction projects, and risks
relating to litigation and associated costs arising out of Paragon's activities
and the matters discussed in this report; risks relating to changes in interest
rates and in the availability, cost and terms of financing; risks related to the
performance of financial markets; risks related to changes in domestic and
foreign laws, regulations and taxes; risks related to changes in business
strategy or development plans; risks related to the outcomes of the pending
lawsuits against the Company and the associated costs; risks associated with
future profitability; failure of the Company's computers and other systems to
perform in an appropriate manner following Year 2000 remediation efforts;
failure of the Company's customers or key vendors to make their systems Year
2000 compliant in a timely manner and other factors discussed elsewhere in this
report and in documents filed by the Company with the Securities and Exchange
Commission. Many of these factors are beyond the Company's control. Actual
results could differ materially from these forward-looking statements. In light
of these risks and uncertainties, there can be no assurance that the
forward-looking information contained in this Quarterly Report on Form 10-Q
will, in fact, occur. The Company does not undertake any obligation to revise
these forward-looking statements to reflect future events or circumstances and
other factors discussed elsewhere in this report and the documents filed by the
Company with the Securities and Exchange Commission.
17
<PAGE>
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to the impact of interest rate changes. Such exposure to
market risk is inherent in certain of the Company's financial instruments which
arise from transactions entered into in the normal course of business. The
Company is subject to interest rate risk on its outstanding note payable to a
shareholder and any future financing requirements. The Company's fixed rate
indebtedness consists of certain capital lease obligations requiring monthly
payments of principal and interest, with terms maturing through 2002.
18
<PAGE>
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27 Financial Data Schedule (for SEC use only).
(b) Reports on Form 8-K
There were no reports on Form 8-K filed during the three-month period
ended June 30, 1999.
19
<PAGE>
SIGNATURE
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.
GOLDEN BEAR GOLF, INC.
By: /s/ STEPHEN S. WINSLETT
------------------------------------
Stephen S. Winslett
Senior Vice President,
Chief Financial Officer
and Chief Operating Officer
Date: August 16, 1999
20
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
- ------- -----------
27 FINANCIAL DATA SCHEDULE
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM GOLDEN BEAR
GOLF, INC.'S FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999, AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 2,280,069
<SECURITIES> 0
<RECEIVABLES> 1,121,880
<ALLOWANCES> (256,644)
<INVENTORY> 0
<CURRENT-ASSETS> 3,430,277
<PP&E> 1,899,114
<DEPRECIATION> (1,323,726)
<TOTAL-ASSETS> 4,830,030
<CURRENT-LIABILITIES> (19,091,379)
<BONDS> (2,663,070)
0
0
<COMMON> (55,050)
<OTHER-SE> 16,863,233
<TOTAL-LIABILITY-AND-EQUITY> (4,830,030)
<SALES> 0
<TOTAL-REVENUES> (6,672,650)
<CGS> 0
<TOTAL-COSTS> 6,774,533
<OTHER-EXPENSES> (36,368)
<LOSS-PROVISION> 17,834
<INTEREST-EXPENSE> 13,094
<INCOME-PRETAX> 28,015
<INCOME-TAX> 90,973
<INCOME-CONTINUING> 118,988
<DISCONTINUED> (201,235)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (82,247)
<EPS-BASIC> (0.01)
<EPS-DILUTED> (0.01)
</TABLE>
