U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the period ended September 30, 1999
Commission file number 0-26997
ASSOCIATED GOLF MANAGEMENT, INC.
(Name of Small Business Issuer in Its Charter)
Nevada 84-1351409
(State of Incorporation) (IRS Employer Identification No.)
11007 NORTH 56TH STREET SUITE 204 TEMPLE TERRACE, FL 33617
(Address of Principal Executive Offices)
(813)988-7775
Issuer's Telephone Number
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 [ ]
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 10,536,009 shares of Common
Stock ($.001 par value) as of November 16, 1999.
Transitional small business disclosure format: Yes [ ] No [X]
<PAGE>
ASSOCIATED GOLF MANAGEMENT, INC.
Quarterly Report on Form 10-QSB for the
Quarterly Period Ending September 30, 1999
Table of Contents
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited).
Consolidated Statements of Losses:
Three Months Ended September 30, 1999 and 1998;
Nine Months Ended September 30, 1999 and 1998
Consolidated Balance Sheets:
September 30, 1999 and December 31, 1998
Consolidated Statements of Cash Flows:
Nine months ended September 30, 1999 and 1998
Notes to Consolidated Financial Statements:
September 30, 1999
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities.
Item 4. Submission of Matters to a Vote of Security Holders.
Item 5. Other Information.
Item 6. Exhibits and Reports on Form 8-K.
ii
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited).
ASSOCIATED GOLF MANAGEMENT, INC.
CONSOLIDATED STATEMENTS OF LOSSES
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
REVENUES:
Dues $ 14,150 $ 14,453 $ 72,250 $ 105,516
Tournament Fees 228,936 81,518 309,136 230,018
Sponsorship and tournament revenue 23,000 74,029 255,395 230,595
--------- --------- --------- ---------
266,086 170,000 636,781 566,129
EXPENSES:
Tournaments 396,557 69,632 589,066 707,581
Selling, General & Administrative 400,643 762,033 825,301 950,493
Depreciation & Amortization - 2,079 7,204 6,240
Interest 5,500 5,500 16,500 5,500
--------- --------- --------- ---------
802,700 839,244 1,438,071 1,669,814
--------- --------- --------- ---------
Loss Before Income (536,614) (669,244) (801,290) (1,103,685)
Income Tax Expense - - - -
--------- --------- --------- ---------
NET LOSS (536,614) (669,244) (801,290) (1,103,685)
Loss per common share (basic and assuming dilution) $ (0.07) $ (0.25) $ (0.11) $ (0.42)
Weighted average common shares outstanding 8,034,537 2,683,228 7,318,841 2,655,779
</TABLE>
The accompanying notes are an integral part of these statements.
1
<PAGE>
ASSOCIATED GOLF MANAGEMENT, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
September 30, December 31,
1999 1998
--------- ---------
<S> <C> <C>
ASSETS
Current Assets:
Cash and equivalents $ - $ 402,000
Inventory, at cost - -
--------- ---------
Total current assets - 402,000
Property, machinery and equipment, at cost 17,740 24,672
Other assets:
Note receivable and other 640,000 272
--------- ---------
$ 657,740 $ 426,944
========= =========
LAIBILITIES & DEFICIENCY IN STOCKHOLDERS' EQUITY
Current Liabilities:
Cash disbursed in excess of available balances $ 3,227 $ -
Current maturities of long term debt 407,600 200,000
Accounts payable and accrued liabilities 962,005 1,634,912
---------- ----------
Total current liabilities 1,372,832 1,834,912
Deficiency in Stockholders' Equity:
Preferred stock par value, $.001 per share;
10,000,000 shares authorized; none issued - -
Common stock, par value, $.001 per share;
15,000,000 shares authorized; 6,683,557 issued at
December 31, 1998; 8,776,059 issued at
September 30, 1999 8,776 6,684
Additional paid in capital 5,429,442 3,937,368
Accumulated deficit (6,153,310) (5,352,020)
---------- ----------
(715,092) (1,407,968)
---------- ----------
$ 657,740 $ 426,944
========= =========
</TABLE>
The accompanying notes are an integral part of these statements.
2
<PAGE>
ASSOCIATED GOLF MANAGEMENT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended September 30,
1999 1998
---- ----
<S> <C> <C>
Increase (Decrease) in cash and equivalents:
Cash flows from operating activities
Net Loss $ (801,290) $ (1,103,685)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Depreciation 7,204 6,240
Changes in accounts payable and accrued liabilities (672,908) 781,744
Common stock issued for services rendered 384,167 -
Common stock issued in exchange for debts 500,000 -
Other assets (30,000) -
---------- --------
Net cash used in operating activities (612,827) (315,701)
Cash flows provided (used) in financing activities:
Proceeds from issuance of notes payable 207,600 200,855
Proceeds from issuance of common stock - 70,546
---------- --------
Net cash provided by financing activities 207,600 271,401
Net decrease in cash (405,227) (44,300)
Cash at beginning of period 402,000 44,810
---------- --------
Cash at end of period $ (3,227) $ 510
========== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period for interest - -
SUPPLEMENTAL DISCLOSURE OF NONCASH FLOW TRANSACTIONS
Common stock issued in exchange for services $ 384,167 -
Common stock issued in exchange for debts $ 500,000 -
Common stock issued in exchange for capital asset $ 610,000 -
</TABLE>
The accompanying notes are an integral part of these statements.
3
<PAGE>
ASSOCIATED GOLF MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
(UNAUDITED)
NOTE A - SUMMARY OF ACCOUNTING POLICIES
General
The accompanying unaudited consolidated financial statements have been prepared
in accordance with the instructions to Form 10-QSB, and therefore, do not
include all the information necessary for a fair presentation of financial
position, results of operations and cash flows in conformity with generally
accepted accounting principles.
In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the nine month period ended September 30, 1999 are not
necessarily indicative of the results that may be expected for the year ended
December 31, 1999. The unaudited condensed consolidated financial statements
should be read in conjunction with the consolidated financial statements and
footnotes thereto included in the Company's December 31, 1998 annual report
included in SEC Form 10-SB.
Amounts for the nine months ended September 30, 1998 have been reclassified to
conform with the September 30, 1999 presentation.
Consolidated Statements
The consolidated financial statements include the accounts of the Company
(formerly Fairway Enterprises, Inc.) and its wholly owned subsidiary, The
National Senior Tour, Inc. Significant intercompany transactions have been
eliminated in consolidation.
<PAGE>
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
Nine Months Ended September 30, 1999 and 1998
The following discussion should be read in conjunction with the Company's
Consolidated Financial Statements and Notes thereto, included elsewhere within
this Report.
Results of Operations
The Company's revenues increased by $70,652 to $ $636,781 for the nine months
ended September 30, 1999, from $ 566,129 during the same period in 1998. The
increase in revenues is a result of a $79,118 increase in tournament fee revenue
and $24,800 increase in sponsorship income in 1999 as compared to 1998. The
increases were due to the Company increasing the number of golf events in 1999
from six (6) in 1998 to seven (7)in 1999 during the same period.
The Company's revenues increased by $96,086 to $266,086 for the third quarter of
1999, from $170,000 during the same period in 1998. The increase in revenues is
due to $147,418 increase in tournament fee income. The increase is offset by a
$51,029 decrease in sponsorship revenue from $74,029 in 1998 to $23,000 in 1999.
In order to promote its golf events and re-establish the Company in the
marketplace, Company management decreased the fees charged to sponsors in
connection with the golf event and tournament promotion during the three months
ended September 30, 1999.
Expenses decreased by 13.8% or $231,743 for the first nine months of 1999
compared to the same period in 1998. Expenses as a percentage of revenues were
225.8% in the first nine months compared to 294.9% for the first nine months of
1998. Cost of operating, promoting and marketing tournaments decreased by $
118,515 for the first nine months of 1999. This decrease is a result of the
Company's management implementing new cost controls over tournament
expenditures, such as transportation, entertainment and hospitality costs, in
1999 as compared to 1998. Selling, general and administrative expenses decreased
$125,192 or 13.7% from the first nine months of 1998. The decrease is due to the
Company eliminating salaried management positions, reducing rental and occupancy
costs by moving its corporate offices to less expensive space and implementing a
number of other cost reduction procedures. Interest expense increased $11,000 in
1999 as compared to $5,500 interest costs in 1998. The increase is a result of
the Company borrowing $200,000 from a Company officer in 1998.
The Company's expenses decreased by 4.3% or $36,444 for the third quarter of
1999 compared to the same period in 1998. Expenses as a percentage of revenues
were 301.5% in the current third quarter compared to 493.7% for the prior year
third quarter. The costs of operating, promoting and marketing tournament events
increased by $326,925 for the third quarter of 1999. This increase is the result
of the Company marketing, promoting, and re-establishing its tournament events.
Selling, general and administrative expenses decreased by $361,390 for the third
quarter of 1999. The decrease is due to the Company eliminating salaried
management positions, reducing rental and occupancy costs by moving its
corporate offices and implementing a number of other cost reduction procedures.
Liquidity and Capital Resources
The Company's balance sheet at September 30, 1999 reflects a working capital
deficit of $1,372,832 as compared to a deficit of $1,432,912 at December 31,
1998. During the first nine months of 1999, the Company's working capital
deficiency remained relatively the same.
While the Company has borrowed funds from officers and shareholders to meet its
short term working capital needs, additional financing is required in order to
implement the Company's business plan and turn around the Company. The Company
is seeking financing in the form of equity from private investors in order to
provide working capital. There are no assurances the Company will be successful
in raising the funds required.
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
See Part II, Item 2 of the Company's SEC Form 10-SB for disclosures
regarding pending cases.
Item 2. Changes in Securities.
None
Item 3. Defaults Upon Senior Securities.
None
Item 4. Submission of Matters to a Vote of Security Holders.
None
Item 5. Other Information.
None
Item 6. Exhibits and Reports on Form 8-K.
None
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
ASSOCIATED GOLF MANAGEMENT, INC.
Registrant
November 19, 1999 By: /s/ Eddie Pearce
----------------- ------------------------
Date Eddie Pearce
President
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> SEP-30-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 17,740
<DEPRECIATION> 0
<TOTAL-ASSETS> 657,740
<CURRENT-LIABILITIES> 1,372,832
<BONDS> 0
0
0
<COMMON> 8,776
<OTHER-SE> (723,868)
<TOTAL-LIABILITY-AND-EQUITY> 657,740
<SALES> 636,781
<TOTAL-REVENUES> 636,781
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,421,571
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 16,500
<INCOME-PRETAX> (801,290)
<INCOME-TAX> 0
<INCOME-CONTINUING> (801,290)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (801,290)
<EPS-BASIC> (.11)
<EPS-DILUTED> (.11)
</TABLE>
