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 September 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 November 9, 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
September 30, 1999 (Unaudited) and December 31, 1998 ........... 3
Consolidated Condensed Statements of Operations (Unaudited) for the
Three Months and Nine Months Ended September 30, 1999 and 1998.. 4
Consolidated Condensed Statements of Cash Flows (Unaudited)
for the Nine Months Ended September 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>
SEPTEMBER 30, DECEMBER 31,
1999 1998
------------ ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 2,840,780 $ 1,168,118
Accounts receivable, net 514,946 1,626,783
Due from affiliates 75,670 41,812
Prepaid expenses and other current assets 206,353 226,806
------------ ------------
Total current assets 3,637,749 3,063,519
PROPERTY AND EQUIPMENT, net 509,548 706,361
OTHER ASSETS 346,976 438,983
NET NON-CURRENT ASSETS OF DISCONTINUED OPERATIONS -- 1,675,550
------------ ------------
Total assets $ 4,494,273 $ 5,884,413
============ ============
LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable $ 2,380,769 $ 2,083,702
Accrued liabilities 1,232,029 1,145,550
Deferred revenue 1,814,975 1,275,042
Current portion of notes payable and capital leases 118,871 111,140
Net current liabilities of discontinued operations 11,841,044 15,552,968
------------ ------------
Total current liabilities 17,387,688 20,168,402
------------ ------------
NOTE PAYABLE AND CAPITAL LEASES, net of current portion 2,516,013 2,606,441
------------ ------------
NET NON-CURRENT LIABILITIES OF DISCONTINUED OPERATIONS 1,270,734 --
------------ ------------
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 (57,592,155) (57,802,423)
------------ ------------
Total shareholders' deficit $(16,680,162) $(16,890,430)
------------ ------------
Total liabilities and shareholders' deficit $ 4,494,273 $ 5,884,413
============ ============
</TABLE>
The accompanying notes to consolidated condensed financial statements are an
integral part of these balance sheets.
3
<PAGE>
GOLDEN BEAR GOLF, INC.
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED FOR THE NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
-------------------------------- --------------------------------
1999 1998 1999 1998
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
REVENUES:
Golf instruction revenues $ 606,534 $ 618,011 $ 4,154,140 $ 4,506,338
Licensing and other revenues 1,122,194 1,413,531 3,535,362 3,484,763
Income from operations of JNAI 117,844 215,244 582,720 406,928
Related party management fees 24,999 211,093 271,999 331,676
------------ ------------ ------------ ------------
Total revenues 1,871,571 2,457,879 8,544,221 8,729,705
------------ ------------ ------------ ------------
OPERATING COSTS AND EXPENSES:
Operating expenses 1,098,526 1,580,319 5,475,655 5,923,193
Corporate administration 1,001,091 1,355,923 3,214,587 2,657,002
Depreciation and amortization 65,841 105,108 212,249 272,184
------------ ------------ ------------ ------------
Total operating costs and expenses 2,165,458 3,041,350 8,902,491 8,852,379
------------ ------------ ------------ ------------
Operating loss (293,887) (583,471) (358,270) (122,674)
------------ ------------ ------------ ------------
OTHER INCOME (EXPENSE):
Interest income 32,277 16,399 75,208 17,328
Interest expense (5,617) (227,320) (18,711) (389,370)
Other 2,024 (32,418) 8,555 (262,929)
------------ ------------ ------------ ------------
Total other income (expense) 28,684 (243,339) 65,052 (634,971)
------------ ------------ ------------ ------------
Loss from continuing operations
before income taxes (265,203) (826,810) (293,218) (757,645)
PROVISION(BENEFIT) FOR INCOME TAXES (159,078) 2,350 (68,105) 180,312
------------ ------------ ------------ ------------
Loss from continuing operations (106,125) (829,160) (225,113) (937,957)
Gain on sale of business segment -- 969,405 -- 969,405
Income (loss) from discontinued operations 234,146 (9,371,384) 435,381 (26,097,424)
------------ ------------ ------------ ------------
Net income (loss) $ 128,021 $ (9,231,139) $ 210,268 $(26,065,976)
============ ============ ============ ============
EARNINGS PER SHARE - BASIC AND DILUTED:
Loss from continuing operations $ (0.02) $ (0.15) $ (0.04) $ (0.17)
Income (loss) from discontinued operations 0.04 (1.53) 0.08 (4.56)
------------ ------------ ------------ ------------
Net income (loss) per share $ 0.02 $ (1.68) $ 0.04 $ (4.73)
============ ============ ============ ============
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 NINE MONTHS ENDED SEPTEMBER 30,
--------------------------------------
1999 1998
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 210,268 $(26,065,976)
Adjustments to reconcile net income (loss) to net cash provided by operating
Activities:
Depreciation and amortization 212,249 272,184
Provision for uncollectible accounts 111,859 --
(Income) loss from discontinued operations (435,381) 25,128,019
Changes in assets and liabilities:
Accounts receivable 999,978 (747,952)
Due from affiliates (33,858) 157,698
Prepaid expenses and other current assets 20,453 (133,731)
Other assets 92,007 273,085
Accounts payable 297,066 814,730
Accrued liabilities 86,479 1,446,025
Deferred revenue 539,933 539,860
------------ ------------
Net cash provided by operating activities 2,101,053 1,683,942
------------ ------------
NET CASH USED IN DISCONTINUED OPERATIONS (330,258) (16,402,228)
------------ ------------
CASH FLOWS (USED IN) PROVIDED BY INVESTING ACTIVITIES:
Capital expenditures, net (15,436) (481,981)
Proceeds from sale of business segment -- 21,505,622
------------ ------------
Net cash (used in) provided by investing activities (15,436) 21,023,641
------------ ------------
CASH FLOWS USED IN FINANCING ACTIVITIES:
Proceeds from short-term credit facility -- 5,000,000
Proceeds from revolving credit facility, net -- 413,000
Payments on short - term and revolving credit agreements -- (13,243,706)
Proceeds (payments) from notes payable and capital leases, net (82,697) 2,971,000
------------ ------------
Net cash used in financing activities (82,697) (4,859,706)
------------ ------------
Net increase in cash and cash equivalents 1,672,662 1,445,649
CASH AND CASH EQUIVALENTS, beginning of period 1,168,118 675,303
------------ ------------
CASH AND CASH EQUIVALENTS, end of period $ 2,840,780 $ 2,120,952
============ ============
</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 nine-month periods
ended September 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 September 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. The tax benefit during the current period
was the result of an adjustment to state income tax provisions, previously
estimated, to reflect actual income tax expense incurred.
EARNINGS (LOSS) PER SHARE
Basic 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 September 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 nine-month periods ended September 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, Statement 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>
SEPTEMBER 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) $ 234,884 $ 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
----------- -----------
2,634,884 2,717,581
Less current portion (118,871) (111,140)
----------- -----------
$ 2,516,013 $ 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 September 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. While as
indicated above, the claims of owners, vendors and contractors, if adversely
determined could have a material adverse effect on the Company, the costs, if
any, associated with corrective action incurred pursuant to these outstanding
warranties are not expected 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 $16.7 million and a working capital deficiency of approximately
$13.8 million at September 30, 1999.
Management's response to this situation has 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 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 NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
--------------------------------- ----------------------------------
1999 1998 1999 1998
--------------- -------------- -------------- ---------------
<S> <C> <C> <C> <C>
Licensing revenues $439,521 $ 574,090 $ 1,665,793 $ 1,253,638
Operating expenses and other 151,446 78,035 266,473 310,757
Provision for income taxes 52,387 65,565 233,880 129,020
--------------- -------------- -------------- ---------------
Net income $235,688 $ 430,490 $ 1,165,440 $ 813,861
=============== ============== ============== ===============
</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 nine months ended September
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 nine months ended
September 30, 1999 and 1998, the Company earned management fees attributable to
providing such services of $271,999 and $331,676, respectively. At September 30,
1999, the Company had a net amount due from International of $50,252, 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 nine months ended September 30, 1999 and 1998, payroll
and related costs associated with such shared employees totaling $25,950 and
$98,244, respectively, were allocated to and paid by International.
During the nine months ended September 30, 1999 and 1998, the Company paid
Executive Sports International, a privately held company owned in part by a
member of the Nicklaus family, $58,253 and $34,063, 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., and 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 nine months ended September 30,
1999 and 1998, the Company purchased such golf equipment at a cost of $20,115
and $53,042, 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. Included in the accompanying
Consolidated Condensed Statements of Operations as a component of the line item
captioned, "Income (loss) from discontinued operations" are losses totaling
($154,300) and ($4,209,054) attributable to Golf Centers operations for the
three and nine-month periods ended September 30, 1998, respectively.
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 $234,146 and $435,381 for the three and nine-month periods
ended September 30, 1999, and ($9,217,084) and ($21,888,370) for the three and
nine-month periods ended September 30, 1998, respectively. Income earned during
the three months and nine months ended September 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:
SEPTEMBER 30, DECEMBER 31,
1999 1998
----------- -----------
Current assets $ 334,396 $ 1,932,478
Property and equipment, net 374,500 1,675,550
----------- -----------
Total assets 708,896 3,608,028
Current liabilities 12,175,440 17,485,446
Notes payable, net of current portion 1,645,234 --
----------- -----------
Total liabilities 13,820,674 17,485,446
----------- -----------
Net liabilities of discontinued operations $13,111,778 $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,
unless terminated earlier, 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 nine months ended
September 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 SEPTEMBER 30, 1999 COMPARED WITH THREE MONTHS ENDED SEPTEMBER
30, 1998
Total revenues decreased to $1.9 million during the three months ended September
30, 1999 from $2.5 million reported for the comparable period of 1998. The $0.6
million decrease in total revenues during the current quarterly period was
primarily attributable to decreases in domestic licensing revenue, corporate
endorsement revenue and management fees. Related party management fees decreased
during the current quarter due to a reduction of endorsement contracts managed
by the Company for Jack Nicklaus.
Operating expenses decreased to $1.1 million during the three months ended
September 30, 1999 from $1.6 million for the comparable period of 1998, due
primarily to a reduction in operating costs in the golf instruction division.
Corporate administration expenses were $1 million and $1.4 million for the three
months ended September 30, 1999 and 1998, respectively. The decrease in such
expenses for the current quarter was attributable to reduced human resource
cost and other reorganization expense partially offset by increased costs for
legal fees primarily 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 for the
three months ended September 30, 1999 and 1998.
The interest expense incurred during the three months ended September 30, 1999
was not material to the Company's results of operations. Interest expense
incurred during the three months ended September 30, 1998 was primarily
attributable to outstanding borrowings under the Company's revolving credit
facility which was subsequently repaid and terminated during fiscal 1998.
The tax benefit during the current period was the result of an adjustment to
state income tax provisions, previously estimated, to reflect actual income tax
expense incurred.
The income earned from discontinued operations during the three months ended
September 30, 1999 was due to the resolution of matters involving vendors and
customers.
NINE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED WITH NINE MONTHS ENDED SEPTEMBER
30, 1998
Total revenues were $8.5 million during the nine months ended September 30,
1999, compared to $8.7 million for the comparable period of 1998. The $0.2
million decrease in total revenues during the current period was primarily
attributable to decreases in golf instruction revenue and management fees.
Licensing revenue increased slightly due to the addition of international
licensing agreements. Income from the operations of the Company's JNAI joint
venture increased during the current nine-month period due primarily to an
increase in retail sales of licensed products on the part of JNAI's customers in
Korea. The decrease in related party management fees reflects a reduction of
endorsement contracts managed by the Company on behalf of Jack Nicklaus.
Operating expenses decreased to $5.5 million from $5.9 million for the nine
months ended September 30, 1999 and 1998, respectively, primarily due to reduced
operating costs for the golf instruction division. Corporate administration
expenses increased to $3.2 million for the nine months ended September 30, 1999
compared to $2.7 million during the nine months ended September 30, 1998. This
increase is primarily due to 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 $0.2 million and $0.3 million for the nine months ended September
30, 1999 and 1998, respectively.
The interest expense incurred during the nine months ended September 30, 1999
was not material to the Company's results of operations. Interest expense
incurred during the nine months ended September 30, 1998 was primarily
attributable to outstanding borrowings under the Company's revolving credit
facility which was subsequently repaid and terminated during fiscal 1998.
14
<PAGE>
The tax benefit during the current period was the result of an adjustment to
state income tax provisions, previously estimated, to reflect actual income tax
expense incurred.
Other expense of $0.3 million for the nine months ended September 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.
The income earned from discontinued operations during the nine months ended
September 30, 1999 was due to the resolution of matters involving vendors and
customers.
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 1999 and December 31, 1998, the Company had a working
capital deficit of $13.8 million and $17.1 million, respectively, including cash
and cash equivalents of $2.8 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 $16.7 million and a working capital deficiency of approximately
$13.8 million, respectively, at September 30, 1999.
Management's response to this situation has 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.
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.
15
<PAGE>
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 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
16
<PAGE>
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 viability and operations of its
primary franchisees and licensees; those risks associated with the ability of
Paragon to successfully negotiate with certain project owners, 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 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 September 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: November 15, 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 SEPTEMBER 30, 1999, AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 2,840,780
<SECURITIES> 0
<RECEIVABLES> 817,842
<ALLOWANCES> (302,896)
<INVENTORY> 0
<CURRENT-ASSETS> 3,637,749
<PP&E> 1,899,114
<DEPRECIATION> (1,389,566)
<TOTAL-ASSETS> 4,494,273
<CURRENT-LIABILITIES> (17,387,688)
<BONDS> (3,786,747)
0
0
<COMMON> (55,050)
<OTHER-SE> 16,735,212
<TOTAL-LIABILITY-AND-EQUITY> (4,494,273)
<SALES> 0
<TOTAL-REVENUES> (8,544,221)
<CGS> 0
<TOTAL-COSTS> 8,902,491
<OTHER-EXPENSES> (65,052)
<LOSS-PROVISION> 111,859
<INTEREST-EXPENSE> 18,711
<INCOME-PRETAX> 293,218
<INCOME-TAX> (68,105)
<INCOME-CONTINUING> 225,113
<DISCONTINUED> (435,381)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (210,268)
<EPS-BASIC> (0.04)
<EPS-DILUTED> (0.04)
</TABLE>
