<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Form 10-QSB of Golf Rounds.com, Inc. for the three months ended November 30,
1999 and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000319016
<NAME> GOLF ROUNDS.COM, INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> AUG-31-2000
<PERIOD-START> SEP-01-1999
<PERIOD-END> NOV-30-1999
<CASH> 1,981
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,988
<PP&E> 6
<DEPRECIATION> 1
<TOTAL-ASSETS> 2,076
<CURRENT-LIABILITIES> 8
<BONDS> 0
0
0
<COMMON> 21
<OTHER-SE> 2,047
<TOTAL-LIABILITY-AND-EQUITY> 2,076
<SALES> 0
<TOTAL-REVENUES> 23
<CGS> 0
<TOTAL-COSTS> 126
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (103)
<INCOME-TAX> 0
<INCOME-CONTINUING> (103)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (103)
<EPS-BASIC> (.05)
<EPS-DILUTED> (.05)
</TABLE>
FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: November 30, 1999
-----------------
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File No.: 0-10093
-------
GOLF ROUNDS.COM, INC.
-----------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Delaware 22-3664872
- ------------------------------- ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
376 Main Street, P.O. Box 74, Bedminster, New Jersey 07921
---------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(908) 901-9250
-------------------------------
(Issuer's telephone number)
N/A
------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
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: As of December 22, 1999, the
issuer had 2,099,491 shares of its common stock, par value $.01, per share,
outstanding.
Transitional Small Business Disclosure Format (check one):
Yes No X
----- ------
<PAGE>
PART I - FINANCIAL INFORMATION
- ------ ---------------------
Item 1. - Financial Statements
- ------ --------------------
GOLF ROUNDS.COM, INC.
BALANCE SHEET
(Unaudited)
November 30,
1999
------------
($000 Omitted)
ASSETS
- ------
Current assets:
Cash and cash equivalents $1,981
Prepaid expenses 7
------
Total current assets 1,988
Intangible assets, net of accumulated
amortization of $115 83
Equipment, net of accumulated
depreciation of $1 5
------
Total assets $2,076
======
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current liabilities:
Accrued liabilities $ 8
------
Total current liabilities 8
------
Stockholders' equity:
Common stock, $.01 par value, 12,000,000
shares authorized, 2,099,491
shares issued and outstanding 21
Additional capital in excess of par value 3,200
Accumulated deficit ( 1,153)
------
Total stockholders' equity 2,068
------
Total liabilities and stockholders'
equity $2,076
======
See accompanying notes to financial statements.
<PAGE>
GOLF ROUNDS.COM, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
For the three months
ended November 30,
---------------------
1999 1998
------ ------
($000 Omitted,
Except Per Share Data)
Revenues:
Interest $ 22 $ 25
Other 1 -
------ ------
Total revenues 23 25
------ ------
Expenses:
General, administrative and other 77 16
Amortization 49 -
------ ------
Total expenses 126 16
------ ------
Net income (loss) ($ 103) $ 9
====== ======
Basic and diluted net income (loss)
per share ($ .05) $ .01
====== ======
Weighted average number of shares
outstanding (in 000's) 2,099 1,969
====== ======
See accompanying notes to financial statements.
<PAGE>
GOLF ROUNDS.COM, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
For the three months
ended November 30,
--------------------
1999 1998
------ ------
($000 Omitted)
Cash flows from operating activities:
Net income (loss) ($ 103) $ 9
Adjustments:
Amortization and depreciation 50 -
Other, net ( 1) 1
------ ------
Net cash provided by (used in)
operating activities ( 54) 10
------ ------
Cash flows from investing activities -
Purchase of equipment ( 1) -
------ ------
Net cash used in investing activities ( 1) -
------ ------
Cash flows from financing activities -
Repurchase of common stock - ( 3)
------ ------
Net cash used in
financing activities - ( 3)
------ ------
Net increase (decrease) in cash and cash
equivalents ( 55) 7
Cash and cash equivalents at beginning
of period 2,036 2,151
------ ------
Cash and cash equivalents at end of period $1,981 $2,158
====== ======
See accompanying notes to financial statements.
<PAGE>
GOLF ROUNDS.COM, INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation
---------------------
The accompanying unaudited financial statements of Golf Rounds.com, Inc.
(the "Company") as of November 30, 1999 and for the three month periods ended
November 30, 1999 and 1998 reflect all material adjustments which, in the
opinion of management, are necessary for a fair presentation of results for the
interim periods. Certain information and footnote disclosures required under
generally accepted accounting principles have been condensed or omitted pursuant
to the rules and regulations of the Securities and Exchange Commission, although
the Company believes that the disclosures are adequate to make the information
presented not misleading. These financial statements should be read in
conjunction with the year-end financial statements and notes thereto included in
the Company's Annual Report on Form 10-KSB for the year ended August 31, 1999,
as filed with the Securities and Exchange Commission.
The results of operations for the three month periods ended November 30,
1999 and 1998 are not necessarily indicative of the results to be expected for
the entire fiscal year or for any other period. Prior years' financial
statements have been reclassified to conform to the current year's presentation.
2. Income Per Share
----------------
Income per common share is based on the weighted average number of shares
outstanding. Excluded from the income per share calculation for the three months
ended November 30, 1999 are contingently issuable shares which, if included,
would have an antidilutive effect.
<PAGE>
Item 2. - Management's Discussion and Analysis of Financial
- ------- -------------------------------------------------
Condition and Results of Operations
-----------------------------------
This Form 10-QSB contains forward-looking statements which may involve
known and unknown risks, uncertainties and other factors that may cause the
Company's actual results and performance in future periods to be materially
different from any future periods or performance suggested by these statements.
Overview
- --------
The Company had been engaged in the wholesale distribution of aluminum
alloys, steel and other specialty metals until it liquidated its assets in the
fourth quarter of its fiscal year of 1992. In May of 1999, the Company became a
publisher of Internet websites through its acquisition of PKG Design, Inc., the
developer and owner of two Internet websites: golfrounds.com and skiingusa.com.
Prior to the acquisition, PKG Design had entered into an agreement with Lycos,
Inc. ("Lycos"), a major Internet guide. Under the agreement, Lycos incorporated
golfrounds.com into the Lycos website so that its customers could use Lycos to
obtain information about golf (the "Lycos Agreement"). The non-interest revenues
have been insignificant and almost all were derived from selling advertisements,
often called banners, to reach Lycos customers. The Lycos Agreement was canceled
by Lycos effective December 5, 1999. On December 2, 1999, the Company entered
into a content licensing and distribution agreement with TicketMaster OnLine -
CitySearch, Inc. ("TMCS"). Under the agreement, TMCS will include the Company's
golf content on the TMCS Internet websites. In exchange, the Company will
receive a portion of net receipts generated from advertising banners,
sponsorships or other devices on the TMCS sites. There can be no assurance that
these revenues will be significant.
The Company's business is characterized by rapid technological change, new
product development and evolving industry standards. Inherent in the Company's
business are various risks and uncertainties, including its limited operating
history, unproven business model and the limited history of commerce on the
Internet.
The Company's success may depend in part upon the emergence of the Internet
as a communications medium, prospective product development efforts and
acceptance of the Company's brand name and products in the marketplace.
The Company was incorporated in 1968 under the laws of the State of
Florida. Its executive offices were located in Miami, Florida until September
1992 when such offices were relocated to Bedminster, New Jersey. During June
1999 stockholders approved an amendment to reincorporate in the state of
Delaware.
<PAGE>
Results of Operations
- ---------------------
Available cash is invested in U.S. Treasury Securities with original
maturities of less than three months. For the three months ended November 30,
1999 interest income was $22,000 compared to $25,000 for the comparable period
of the prior fiscal year. The decrease in interest income was due to lower
invested balances.
General, administrative and other expenses were $77,000 and $16,000 for the
three months ended November 30, 1999 and 1998, respectively. A management fee of
$12,500 per quarter is paid to an affiliated company for accounting, financial
and administrative management. The fee is based on the affiliate's estimated
costs, and management believes that the allocation method is reasonable. The
remaining general and administrative expenses for the three month period ended
November 30, 1999 consists primarily of salary expenses of $25,000, health
insurance expenses of $18,000 and legal expenses of $10,000. Amortization
expense of $49,000 was incurred in connection with the acquisition of PKG
Design, Inc. for the three months ended November 30, 1999.
Liquidity and Capital Resources
- -------------------------------
At November 30, 1999, cash and cash equivalents and working capital were
approximately $1,981,000 and $1,980,000 respectively. U.S. Treasury Securities
of approximately $1,900,000 mature at various dates through February 10, 2000
and bear interest rates ranging from 4.84% to 5.18%.
Year 2000 Matters
- -----------------
The Year 2000 Issue is the result of computer programs being written using
two digits rather than four to define the applicable year. Any of the Company's
computer programs that have time sensitive software may recognize a date using
"00" as the year 1900 rather than the year 2000. Miscalculations could cause
disruption of operations, including, among other things a temporary inability to
process transactions or engage in similar normal business activities.
Management has determined that the Year 2000 Issue will not pose
significant operational problems for its internal computer systems. The Company
uses "off the shelf" accounting software to maintain its accounting systems. All
of these software applications are already Year 2000 compliant. The cost of
being Year 2000 compliant was nominal. All costs associated with this conversion
have been expensed as incurred. Additionally, the Company has contacted its
principal suppliers of hardware, software, and Internet services. All suppliers
have provided Year 2000 compliance statements.
<PAGE>
Item 6. - Exhibits and Reports on Form 8-K
------- --------------------------------
(27) Financial Data Schedule
(b) Reports on Form 8-K
-------------------
None
<PAGE>
SIGNATURE
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.
GOLF ROUNDS.COM, INC.
Dated: December 23, 1999 By: /s/ John W. Galuchie, Jr.
-----------------------------
John W. Galuchie, Jr.
Vice President and Treasurer
