LBO CAPITAL CORP
10-Q, 1996-08-14
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                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549


                                      Form 10-Q

                   Quarterly Report Pursuant to Section 13 or 15(d)
                         of the Securities Exchange Act of 1934

For the Quarter Ended                                      Commission File No.
June 30, 1996                                                     33-19107


                                 LBO Capital Corp.
                 (Exact name of Registrant as Specified in its Charter)

Colorado                                                        38-2780733
(State or Other Jurisdiction                                   (IRS Employer
 of Incorporation or Organization)                         Identification No.)




7001 Orchard Lake Road, Suite 424
West Bloomfield MI                                               48322-3608
(Address of Principal Executive Offices)                         (Zip Code)


                                 (810) 851-5651
                (Registrant's Telephone Number Including Area Code)



     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 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

     As of August 5, 1996 a total of 12,100,000 shares,  $.0001 par value common
stock, were issued and outstanding.

<PAGE>





                                 LBO CAPITAL CORP.

                    Form 10-Q Filing of Quarter Ended June 30, 1996

                                         INDEX
                                                                         Page
                                                                         Number

Part I.  FINANCIAL INFORMATION

Item 1.           Financial Statements.

                  Balance Sheets
                     June 30, 1996 (Unaudited) and December 31, 1995         3

                  Statements of Operations (Unaudited)
                     Six months ended June 30, 1996 and 1995                 4

                  Statements of Cash Flows (Unaudited)
                     Six months ended June 30, 1996 and 1995                 5

                  Notes to Financial Statements (Unaudited)                6-7

Item 2.           Management's Discussion and Analysis of Financial
                  Statements (Unaudited)                                     7

PART II.          OTHER INFORMATION

Item 6.           Exhibits and Reports on Form 8-K                           8

                  Financial Statements of Ajay Sports, Inc.
                  as of June 30, 1996                                      9-x


                  Signature Page                                             x


     Note: No other  information is included in answer to any item under Part 11
     as those  other  Items are either not  applicable,  or if  applicable,  the
     answer is negative.




<PAGE>

PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements.

                                    LBO CAPITAL CORP.
                                     BALANCE SHEETS


                                           (Unaudited)
                                            June 30,           December 31,
                                            1996               1995

ASSETS
Current Assets:
  Cash and Equivalents                      $       133        $        78
  Marketable Securities - Available for Sale     35,853              8,000
  Prepaid Expenses                                - 0-                 173
                                             ----------         ----------
    Total Current Assets                         35,986              8,251


TOTAL ASSETS                                $    35,986        $     8,251
                                             ==========         ==========

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
  Accounts Payable                          $       780        $     4,414
  Accounts Payable - Related Entities             4,570              2,620
  Notes Payable - Other                         156,101             99,801
  Notes Payable - Bank                          325,000            325,000
  Accrued Expenses and Taxes                     10,032              3,510
                                             ----------         ----------
    Total Current Liabilities                   496,483            435,345

Stockholders' Equity
  Common Stock, $.0001 par value;
    Authorized 100,000,000 Shares;
    Issued and Outstanding 12,100,000 shares      1,210              1,210
  Additional Paid-In Capital                    623,094            623,094
  Unrealized Gain(Loss) on Available for Sale   (10,479)              (702)
       Securities
Accumulated Deficit                          (1,074,322)        (1,050,696)
                                             ----------         ----------
    Total Stockholders' Deficit                (460,497)          (427,094)
                                             ----------         ----------
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT   $    35,986        $     8,251
                                             ==========         ==========

                  See notes to financial statements.

                                     3


<PAGE>
PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements.

                                LBO CAPITAL CORP.
                            STATEMENTS OF OPERATIONS



                                        For the Three Months Ended June 30,
                                           1996               1995



REVENUES:                               $      -0-      $        -0-
                                        
EXPENSES:
     Professional Services                    (227)              174
     Management Fees                           720             1,240
     Depreciation & Amortization Expense       -0-             1,504
     Interest Expense                       11,007             9,640
     Other Expenses                            477               236
                                         ----------       -----------
         Total Expenses                     11,976            12,795

Income (Loss) Before Income Taxes          (11,976)          (12,795)

Income Tax Expense (Benefit):
     Currently Payable                         -0-               -0-
                                         ----------        -----------
      Net Income (Loss)                 $  (11,976)      $   (12,795)
                                         ==========        ===========
       Net Income (Loss) per Share      $     (.00)      $      (.00)
                                         ==========        ===========
       Weighted Average Number of Common
          Shares Outstanding             12,100,000        12,100,000 
                                         ==========        ===========


                                        For the Six Months Ended June 30,
                                            1996             1995



REVENUES:                               $      -0-      $        -0-

EXPENSES:
     Professional Services                     (81)              411    
     Management Fees                         1,950             3,090    
     Depreciation & Amortization Expense       -0-             3,162    
     Interest Expense                       21,066            18,629   
     Other Expenses                            691               699   
                                         ----------       -----------
         Total Expenses                     23,626            25,991   
                                         ----------       -----------
Income (Loss) Before Income Taxes          (23,626)          (25,991)
                                        
Income Tax Expense (Benefit):
     Currently Payable                         -0-               -0-   
                                         ----------       -----------
      Net Income (Loss)                 $  (23,626)     $    (25,991)  
                                         ==========       ===========
       Net Income (Loss) per Share      $     (.00)     $       (.00)   
                                         ==========       ===========
       Weighted Average Number of Common 
          Shares Outstanding             12,100,000       12,100,000
                                         ==========       ===========


                        See notes to financial statements. 

                                       4
<PAGE>

PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements.

                                    LBO CAPITAL CORP.
                                       CASH FLOWS


                                                (Unaudited)
                                                  June 30,             June 30,
                                                     1996                 1995

Cash Flows for Operating Activities:
Net Loss                                        $  (23,626)          $  (25,991)
Adjustments to Reconcile Net Income to Net
  Cash Provided by Operating Activities:
    Depreciation and Amortization                      -0-                3,162
Changes in Assets and Liabilities:
  (Increase) Decrease in:
    Prepaid Expenses and Deposits                      -0-                  (42)
  (Decrease) Increase in:
    Accounts Payable                                (3,634)              (3,373)
    Accounts Payable - Related Entities              1,950               (1,103)
    Accrued Expenses and Taxes                       6,522               18,232
                                                 ----------           ----------
        Total Adjustments                            4,838               16,876

                                                 ----------           ----------
Net Cash (Used for) Operations                     (18,788)              (9,115)


Cash (Used for) Investing Activities
  Marketable Securities Available for Sale         (37,431)                 -0-
                                                 ----------           ----------
                                                   (37,431)                 -0-

Cash Flows from Financing Activities:
  Payments on Notes Payable - Related Entity           -0-               (5,953)
  Proceeds on Notes Payable                         56,300               14,520
                                                 ----------           ----------
     Net Cash Provided by Financing Activities      56,300                8,567

Net Increase (Decrease) in Cash                         81                 (548)

Cash and Cash Equivalents:
  At Beginning of Period                                53                  811
                                                 ----------           ----------
  At End of Period                             $       133          $       263
                                                 ==========           ==========
Supplemental Disclosures of Cash Flow Information:
  Interest Paid                                $    14,544          $       397
                                                 ==========           ==========





                           See notes to financial statements.

                                    5

<PAGE>



                                     LBO CAPITAL CORP
                       NOTES TO FINANCIAL STATEMENTS (Unaudited)

NOTE 1.  INTERIM FINANCIAL STATEMENTS

     The accompanying  financial statements of LBO Capital Corp. ("the Company")
have been  prepared by the Company  without  audit by  independent  accountants,
except  for the  balance  sheet at  December  31,  1995.  In the  opinion of the
Company's management, the financial statements reflect all adjustments necessary
to present fairly the Company's financial position at June 30, 1996 and December
31, 1995, and the results of operations and cash flows for the six month periods
ended June 30, 1996 and 1995.

     Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting  principles
have been condensed or omitted.  These unaudited financial  statements should be
read in conjunction with the financial  statements and notes thereto included in
the Company's  Annual  Report 10-K.  The results for the six month periods ended
June 30, 1996 are not necessarily indicative of future financial results.

NOTE 2.  INVESTMENTS.

     As previously  reported,  the Company had acquired  1,880,000 shares of the
restricted  common  stock of Ajay  Sports,  Inc.  ("Ajay")  in April  1989,  for
$182,000.  Subsequently,  this was reduced to 1,480,000  shares.  As a result of
recording the Company's equity in net losses of Ajay, the carrying value of this
investment is zero. The Company also obtained  200,000  warrants of Ajay at that
time.  Each  warrant  entitles  the Company to purchase one share of Ajay common
stock at $.34. These warrants expire June 13, 1999.


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS.

(a) Material Changes in Financial Condition

     Working capital decreased by $33,403 in the six month period ended June 30,
1996 due to the net loss of $23,626  for the six months  ended June 30, 1996 and
loss on the fair market value of stock of $9,777.


                                          6

<PAGE>

(b) Results of Operations

     Registrant's  operations for the six months ended June 30, 1996 resulted in
a loss of $23,626. This was due mainly to interest expense of $21,066.
Liquidity and Capital Resources

     The  Registrant is currently  meeting its cash needs from  borrowing from a
company.  There is no assurance  that this will  continue in future  years.  The
Registrant's  principal asset is its investment in marketable securities of Ajay
which it has held for over seven years. These shares are carried at a zero value
on the  Registrant's  Balance  Sheet as a result of recording  the  Registrant's
equity in net losses of Ajay. The market value of Ajay stock on June 30, 1996 as
listed in the NASDAQ  Small-Cap  Issues was $0.4375 per share.  The  approximate
market value of the  Registrant's  1,480,000  shares and 200,000  warrants  were
$667,000 on that date. The Registrant also owns 14,341 shares of Enercorp,  Inc.
common  stock.  These shares are carried at their fair market value of $2.50 per
share at June 30,  1996,  which is $10,479  below cost.  These  shares  could be
liquidated to meet cash flow needs if necessary.

Part II.  OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits.

     Pursuant  to the  provisions  of Reg. & 210.3-09  of  Regulation  S-X,  the
Registrant is required to file separate financial statements of its equity basis
investee Ajay, which financial statements for June 30, 1996 are filed herewith.

(b)      Reports on Form 8-K.

     A Form 8-K was  filed on June  20,  1996 to  report  the  extension  of the
Registrant's  Class A, Class B, and Class C warrants  from July 25, 1996 to July
25, 1997.


                                       7
<PAGE>

                                       LBO CAPITAL CORP.

                                           FORM 10-Q

                            For the Quarter Ended June 30, 1996

                                        Signature Page




                                          SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                            LBO CAPITAL CORP.
                                              (Registrant)


                                            By  s\Thomas W. Itin          
                                               -------------------             
                                                Thomas W. Itin, President,
                                                Chairman of Board of Directors
 


                                            By  s\Frances B. Bucholz
                                                --------------------      
                                                Frances B. Bucholz, Controller


         Date signed:  August 12, 1996



<PAGE>


Item 1.           FINANCIAL STATEMENTS

                       AJAY SPORTS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                       June 30, 1996                   December 31,
                                                                         (Unaudited)                           1995
<S>                                                                          <C>                            <C>
ASSETS
Current assets:
   Cash and cash equivalents                                                 $   308                        $   362
   Trade accounts receivable, net                                              7,052                          5,196
   Inventories                                                                 8,461                          8,909
   Prepaid expenses and other current assets                                     647                            365
   Deferred tax benefit                                                           83                            102
                                                                             -------                        -------

            Total current assets                                              16,551                         14,934

Fixed assets, net                                                              1,896                          1,888
Other assets                                                                     355                            236
Deferred tax benefit                                                             223                            106
Goodwill                                                                       1,305                          1,322
                                                                             -------                        -------

            Total assets                                                     $20,330                        $18,486
                                                                              ======                         ======

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Note payable to bank                                                      $ 7,800                        $ 5,793
   Current portion of capital lease                                                7                              6
   Accounts payable                                                            2,421                          2,181
   Accrued expenses                                                              545                            631
                                                                             -------                        -------

            Total current liabilities                                         10,773                          8,611

Note payable - long term                                                       5,102                          5,111
Long term portion of capital lease                                                20                             --

Stockholders' equity:
   Preferred stock, 10,000,000 shares authorized,
            Series B, $0.01 par value,12,500 shares outstanding at
               liquidation value                                               1.250                          1,250
            Series C, $10.00 par value, 296,170 and 313,790 shares
            outstanding at stated value, respectively                          2,962                          3,138
   Common stock, $.01 par value 50,000,000 shares authorized, 23,244,039 and
            23,337,746 shares outstanding, respectively                          233                            234
   Additional paid-in capital                                                  9,301                          9,123
   Accumulated deficit                                                        (9,311)                        (8,981)
                                                                             -------                        -------
            Total stockholders' equity                                         4,435                          4,764
                                                                             -------                        -------

            Total liabilities and stockholders' equity                       $20,330                       $ 18,486
                                                                              ======                        =======
</TABLE>
                                                             2

<PAGE>

                       AJAY SPORTS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                    Three Months             Six Months
                                                    Ended June 30,         Ended June 30,
                                                   1996       1995        1996        1995
                                                   ----       ----        ----        ----
<S>                                            <C>        <C>         <C>         <C>     
Net sales                                      $  8,325   $  4,485    $ 14,587    $  9,939
Cost of sales                                     6,669      3,570      11,802       7,932
                                                -------    -------     -------     -------

            Gross profit                          1,656        915       2,785       2,007

Selling, general and
  administrative expenses                         1,266        696       2,458       1,448
                                                -------    -------     -------     -------

            Operating income (loss)                 390        219         327         559

Non-operating (income) expense:
   Interest expense, net                            298        212         577         397
   Other, net                                         3         (2)          5          (2)
                                                -------    -------     -------     -------

   Total non-operating expense                      301        210         582         395
                                                -------    -------     -------     -------

Income (loss) before income taxes                    89          9        (255)        164

Income tax expense (benefit)                         37       --           (80)       --
                                                -------    -------     -------     -------

Net income (loss)                              $     52   $      9    $   (175)   $   164
                                                =======    =======     =======     ======

Income (loss) per common share outstanding     $    .00   $    .00    $   (.02)   $   .01
                                                =======    =======     =======     ======


Income (loss) per common share & equivalents   $    .00   $    .00    $   (.02)   $   .01
                                                =======    =======     =======     ======
outstanding**

Weighted average common shares outstanding       23,190     22,546      23,268      22,546
                                                 ======     ======      ======      ======
</TABLE>


*  Computed by dividing net income or loss,  after reduction for preferred stock
   dividends, by the weighted average number of common shares outstanding.

** Computed by dividing net income or loss,  after reduction for preferred stock
   dividends,  by the weighted  average  number of common share and common share
   equivalents outstanding.

                                        3

<PAGE>
                       AJAY SPORTS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOW
                           (IN THOUSANDS), (UNAUDITED)
<TABLE>
<CAPTION>
                                                            Six Months
                                                          Ended June 30,
                                                           1996       1995
                                                        -------    -------
Cash flows from operating activities:
<S>                                                     <C>        <C>    
   Net income (loss)                                    $  (175)   $   164
   Adjustments to reconcile to net cash
   provided by operating activities:
            Depreciation and amortization                   229         92
   Change in assets [(increase)/decrease] and
   liabilities [increase/(decrease)]:
            Trade accounts receivable, net               (1,856)    (1,599)
            Inventories                                     448        350
            Prepaid expenses and other current assets      (299)      (185)
            Other assets                                   (179)        13
            Deferred tax benefits                           (81)      --
            Accounts payable                                260       (206)
            Accrued expenses                                (88)       (30)
                                                        -------    -------
            Net cash used in
            operating activities                         (1,741)    (1,301)
                                                        -------    -------

Cash flows from investing activities:
   Purchase of property, plant, equipment                  (161)       (80)
                                                        -------    -------

            Net cash used in
            investing activities                           (161)       (80)
                                                        -------    -------

Cash flows from financing activities:
   Net change in bank loan                                2,001        (18)
   Net change in note payable to affiliate                 --        1,316
   Issuance of common shares                               --            4
   Preferred stock conversion                                 1       --
   Dividends                                               (154)      --
                                                        -------    -------

            Net cash provided by
            financing activities                          1,848      1,302
                                                        -------    -------

Net increase in cash and cash equivalents                   (54)       (79)
Cash and cash equivalents at beginning of period            362        105
                                                        -------    -------

Cash and cash equivalents at end of period              $   308    $    26
                                                        =======    =======

Supplemental disclosures of cash flow information:
   Cash paid for interest                               $   587    $   398
                                                        =======    =======

   Cash paid for income tax                                --         --
                                                        =======    =======
</TABLE>
                                                             4

<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 1.  BASIS OF PRESENTATION

The  condensed  consolidated  financial  statements  included  herein  have been
prepared by Ajay Sports,  Inc. (the "Company") without audit and pursuant to the
rules and regulations of the Securities and Exchange Commission.  In the opinion
of the Company, the financial statements reflect all adjustments,  which consist
only of normal recurring adjustments,  necessary to present fairly the financial
position of the Company at June 30, 1996 and the results of  operations  for the
three-month  and six month  periods  ended  June 30,  1996 and 1995 and the cash
flows for the same six-month periods.

Certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with generally accepted accounting  principles
have been condensed or omitted pursuant to the SEC rules and regulations dealing
with  interim  financial  statements.  However,  the Company  believes  that the
disclosures  made in the  condensed  financial  statements  included  herein are
adequate to make the information presented not misleading.  It is suggested that
these condensed  financial  statements be read in conjunction with the financial
statements  and notes thereto  included in the  Company's  Annual Report on Form
10-K for the fiscal year ended December 31, 1995.

The year-end  condensed  balance  sheet data was derived from audited  financial
statements,  but does not include all disclosures required by generally accepted
accounting principles.


Note 2.  INVENTORIES

The major classes of inventories (rounded to thousands) are as follows:

<TABLE>
<CAPTION>

                                                      June 30,                        December 31,
                                                          1996                                1995
                                                        ------                              ------
        <S>                                          <C>                                  <C>     
        Raw Materials                                $   5,198                            $  4,608
        Work in Process                                    919                               1,014
        Finished Goods                                   2,344                               3,287
                                                        ------                              ------

                                                       $ 8,461                             $ 8,909
                                                        ======                               =====
</TABLE>

                                                         5

<PAGE>

Note 3.           LIQUIDITY

The Company's loan agreement with the United States National Bank of Oregon ("U.
S. Bank") has been renewed as of July 31, 1996 and is subject to a future review
date of May 31,1997.  The renewal includes an increase in the tangible net worth
minimum  covenant  from $2.0  million to $2.5  million.  Additionally,  the debt
leverage  ratio maximum was increased from 4.5 to 5.5 for 1996 and 6.0 for 1997.
During the quarter the Company has made use of a significant amount of liquidity
as a result of funding  additional needs for its October 1995 acquisition,  Palm
Springs Golf,  Inc. Since  acquisition  the Company has invested $1.4 million to
reposition  Palm Springs Golf for the 1997 product  year.  The Company has taken
the position of investing in the future by totally  closing out all old products
and shifting to totally new products for future growth and  profitability.  This
has had a short  term  adverse  effect on  profitability  for 1996 and  requires
additional funds for the transition to growth and profitability.  In this effort
the  Company has  strengthened  its market  position  and  created,  through new
product development,  a multi-faceted line of golf clubs and golf bags unique to
Palm Springs Golf,  Inc. This will be the most  innovative  and expanded line of
bags in the history of Palm Springs  Golf.  The new golf club line  incorporates
the  latest  features  and  technology  including  oversize  woods and irons and
titanium clubs. The line is totally new and is expected to be very strong in the
marketplace.  Additionally,  the Company has added golf  accessory and golf cart
lines to Palm Springs'  product  offerings for 1997, thus creating a broad lines
supplier.  In support of this  effort,  Ajay has also  upgraded  its  production
capacity  in  its   Mexicali   plant  for  both  club   manufacturing   and  bag
manufacturing.  This will  support the  expected  sales  increases  for the 1997
product year. To support the present  transition to growth and profitability and
to provide financing for its short and long-term needs, the Company is presently
working on a plan to raise additional capital and debt. The Company  anticipates
additional funds will be available by the end of 1996.

Note 4.           BUSINESS SEGMENT REPORTING

The  relative  contributions  to net sales,  operating  profit and  identifiable
assets of the  Company's  two  industry  segments for the quarter and six months
ended June 30, 1996 (unaudited) are as follows (in thousands):
                                 Quarter Ended June 30, 1996
                            Furniture        Golf       Consolidated
                            ---------        ----       ------------
Net Sales                     $   763     $ 7,562            $ 8,325
Operating Profit/(Loss)            32         358                390
Total Assets                    2,096      18,234             20,330
Depreciation/Amortization          23          87                110
Capital Expenditures                1           5                  6

                                 Six Months Ended June 30, 1996
                             Furniture         Golf     Consolidated
                            ---------          ----     ------------
Net Sales                      $ 1,723      $12,864          $14,587
Operating Profit/(Loss)             62          265              327
Total Assets                     2,096       18,234           20,330
Depreciation/Amortization           54          175              229
Capital Expenditures                 9          152              161


                                        6

<PAGE>

Item 2.        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
               AND RESULTS OF OPERATIONS


FINANCIAL  CONDITION  - At June 30,  1996 the  Company  had  working  capital of
$5,778,000  as compared  with  $6,324,000  at December  31,  1995.  The ratio of
current assets to current liabilities at June 30, 1996 was 1.5 to 1, compared to
1.7 at December 31, 1995. Working capital was primarily used to finance seasonal
growth in accounts receivable.

At June 30,  1996 the  Company  had  increased  its  short  term  borrowings  by
$2,007,000  since December 31, 1995. This was primarily due to the first quarter
operating loss and seasonal  increases in accounts  receivable by $1,856,000 and
other current assets by $264,000.

LIQUIDITY  - At June  30,  1996  Ajay  had  $12,800,000  outstanding  under  its
$13,500,000 loan agreement with U. S. Bank. The seasonal nature of the Company's
sales creates  fluctuating  cash flow. With the October 1995 acquisition of Palm
Springs Golf, Inc. the Company has undertaken an effort to discontinue  existing
products within Palm Springs Golf's lines and replaced them with all new product
for 1997.  This has had an adverse  impact on Palm Springs  Golf's  earnings for
1996 and  additional  demands for working  capital.  The effort will result in a
complete new line-up for golf clubs,  golf bags, gloves and two additional lines
not heretofore carried, those being golf accessories and golf carts. All of this
is targeted to provide the off-course specialty golf shop market with one source
purchasing.  The off course golf specialty  sporting goods market is believed to
be four times the size of the mass market. The company has expanded its golf bag
and golf club production facilities to accommodate anticipated additional volume
for 1997.  This effort has  resulted in an  increased  cash need at Palm Springs
Golf of $1.4 million.  To provide for the  additional  short and long-term  cash
needs and to  improve  liquidity,  the  Company is  exploring  the need to raise
additional  capital  and debt and  anticipates  a favorable  conclusion  to this
effort by year end 1996.

RESULTS OF  OPERATIONS - During the quarter  ended June 30, 1996 the Company had
net sales of $8,325,000, compared to $4,485,000 for the same period in 1995. The
overall  sales  increase  of 86% was a result  of the two  fourth  quarter  1995
acquisitions and a 31% increase in sales on existing operations.

Gross  profit for the three  months  ended  June 30,  1996 was 20% of net sales,
compared to 20% for the same period in 1995.

Selling,  general and administrative expenses expressed as a percentage of sales
were 15% for the second quarter of 1996, versus 16% for 1995.

Operating  income  for the  second  quarter  of 1996 was  $390,000  compared  to
operating income of $219,000 for the second quarter of 1995.


                                        7

<PAGE>

Item 2.        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
               AND RESULTS OF OPERATIONS (Cont'd)

Interest expense increased $86,000 in the second quarter of 1996 compared to the
second  quarter of 1995 as a result of higher  debt to finance  the needs of two
4th quarter  acquisitions,  offset by a lower rate that the Company  paid on its
bank lines in the second quarter of 1996 versus the same period of 1995.

As a result of the above,  the net income for the second quarter ending June 30,
1996 was $51,000 compared to net income of $9,000 for the same period last year.


                                        8

<PAGE>


PART II.  OTHER INFORMATION



Item 4.        SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

               On  May  23,  1996,  the  Company  held  its  annual  meeting  of
         shareholders.  Proxies were  solicited  pursuant to Regulation 14 under
         the  Securities  Exchange Act of 1934.  All of the incumbent  directors
         were re-elected.


Item 6.        EXHIBITS AND REPORTS ON FORM 8-K

               a)  No  reports  on Form 8-K were filed during  the quarter ended
                   June 30, 1996.

               b)  Exhibit #27:   Financial Data Schedule



                                        9

<PAGE>

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<LEGEND>
     (Replace this text with the legend)
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<CIK>                        0000753557
<NAME>                       LBO Capital Corp. 
<MULTIPLIER>                                   1
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<FISCAL-YEAR-END>                             Dec-31-1996
<PERIOD-START>                                Apr-1-1996 
<PERIOD-END>                                  Jun-30-1996
<EXCHANGE-RATE>                                1
<CASH>                                         133
<SECURITIES>                                 35853  
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<INVENTORY>                                      0
<CURRENT-ASSETS>                             35986
<PP&E>                                           0
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                            0
                                      0
<COMMON>                                      1210
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<NET-INCOME>                                (23626)
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