<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(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, 1996
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number : 0-17287
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GLOBAL OUTDOORS, INC.
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(Exact name of Registrant as specified in its charter)
ALASKA 33-0074499
------------------------------- ----------------------
(State or other Jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
43445 BUSINESS PARK DRIVE, SUITE 113
TEMECULA, CALIFORNIA 92590
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(Address and zip code of principal executive offices)
(909) 699-4749
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(Issuer's telephone number, including area code)
GLOBAL RESOURCES, INC.
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(Former name, former address and former fiscal year,
if changed since last report)
Check whether the Issuer (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 the filing requirements for at least
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:
Number of Shares Outstanding
Class at November 13, 1996
---------------------------- ----------------------------
Common Stock, $.02 par value 4,119,264
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
<PAGE> 2
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
FINANCIAL STATEMENTS
PART I - ITEM 1
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FOR THE QUARTER ENDED SEPTEMBER 30, 1996
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GLOBAL OUTDOORS, INC.
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<PAGE> 3
GLOBAL OUTDOORS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
September 30 September 30 December 31
1995 1995 1995
------------ ----------- -----------
<S> <C> <C> <C>
CURRENT ASSETS
Cash $ 36,901 $ 278,095 $ 458,448
Current portion of membership sales
contracts receivable, net (Note 2) 788,856 663,083 506,602
Current portion of stockholder receivable 40,800 25,892 40,800
Other receivables, net 134,820 104,469 135,937
Income taxes receivable - 33,000 -
Inventories 134,675 142,411 192,268
Prepaid expenses 414,415 108,137 536,591
Deferred income taxes 50,296 85,000 50,296
----------- ---------- ----------
Total current assets 1,600,763 1,440,087 1,920,942
MEMBERSHIP SALES CONTRACTS RECEIVABLE,
net (Note 2) 5,054,192 2,713,208 3,392,326
MEMBERSHIP RECREATIONAL MINING PROPERTIES
(Note 3) 744,065 522,589 480,226
ALASKA RECREATIONAL MINING PROPERTIES
(Note 3) 1,535,826 1,574,052 1,550,052
EQUIPMENT AND LEASEHOLD IMPROVEMENTS 420,030 88,389 226,970
STOCKHOLDER RECEIVABLE,
Interest at 6% $5,000 per month including
interest, secured by building, less
current portion 251,642 316,834 292,616
DEPOSITS 273,231 428,872 323,226
DEFERRED INCOME TAXES 261,578 155,000 261,578
OTHER ASSETS 123,694 12,140 67,376
----------- ---------- ----------
TOTAL ASSETS $10,265,021 $7,251,171 $8,515,312
=========== ========== ==========
</TABLE>
See Notes to Consolidated Financial Statements
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<PAGE> 4
GLOBAL OUTDOORS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
September 30 September 30 December 31
1996 1995 1995
------------ ------------ -----------
<S> <C> <C> <C>
CURRENT LIABILITIES
Funds held in escrow $ - $ - $ 36,250
Current maturities of long-term debt 322,417 123,347 111,387
Customer deposits 100 - 224,273
Deferred membership costs (Note 2) 119,793 - 83,793
Accounts payable and accrued expenses 125,210 132,388 123,552
Income taxes payable 491,540 400,000 561,538
Deferred income taxes 410,714 110,000 45,714
Current portion of deferred revenue 308,227 206,246 218,621
----------- ---------- ----------
Total current liabilities 1,778,001 971,981 1,405,128
DEFERRED REVENUE, Long term portion 1,082,971 942,526 1,029,999
DEFERRED INCOME TAXES 879,102 836,000 879,102
LONG TERM DEBT, Less current portion 1,017,234 157,565 288,600
----------- ---------- ----------
Total liabilities 4,757,308 2,908,072 3,602,829
----------- ---------- ----------
STOCKHOLDERS' EQUITY (Notes 5 and 6)
Common stock, $.02 par value; 50,000,000
shares authorized; shares issued and outstanding:
4,119,264 at September 30, 1996; 4,074,988 at
December 31, 1995; 3,928,108 at September 30, 1995 82,385 78,562 81,500
Convertible preferred stock, non voting, 10%
noncumulative, no liquidation preference,
$.001 par value; 10,000,000 shares authorized;
shares issued and outstanding: 60,875 at
September 30, 1996; 63,195 at December 31,
1995; 63,455 at September 30, 1995 61 63 63
Additional paid-in capital 2,869,108 2,296,807 2,793,938
Retained Earnings 2,777,409 2,188,917 2,258,232
Less Stock Subscriptions receivable (221,250) (221,250) (221,250)
----------- ---------- ----------
Total stockholders' equity $ 5,507,713 $4,343,099 $4,912,483
----------- ---------- ----------
TOTAL LIABILITIES AND EQUITY $10,265,021 $7,251,171 $8,515,312
=========== ========== ==========
</TABLE>
See Notes to Consolidated Financial Statements
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<PAGE> 5
GLOBAL OUTDOORS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
3 Months Ended 9 Months Ended
--------------------------------- ------------------------------
September 30 September 30 September 30 September 30
1996 1995 1996 1995
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
REVENUES
- --------
Alaska/Australia Trip $ 272,628 $ 179,191 $ 828,901 $ 656,161
Membership Sales 1,422,134 1,484,483 5,030,265 3,707,333
Advertising 997,961 1,074,641 3,598,273 2,968,062
Management fees - 20,000 - 50,000
Interest 75,782 9,965 249,210 35,127
---------- ----------- ------------ -----------
Total net revenues $2,768,505 $ 2,768,280 $ 9,706,649 $ 7,416,683
---------- ----------- ------------ -----------
EXPENSES
- --------
Alaska/Australia trip expenses $ 48,157 $ 138,444 $ 353,090 $ 378,075
Advertising 421,796 487,869 1,219,652 977,296
Bank credit card charges 9,879 10,737 44,280 35,248
Compensation & related costs 335,211 183,285 1,050,501 523,447
Cost of memberships sold - - 74,000 1,736
Depreciation 31,200 34,500 93,600 103,366
Freight 14,947 5,881 96,358 39,734
Insurance 11,080 18,278 47,568 68,101
Interest 25,109 6,617 63,430 18,667
Merchandise purchases 82,887 73,473 246,759 134,262
Office supplies 7,966 9,152 31,710 23,323
Other 39,531 36,386 100,822 97,440
Outside labor 43,465 28,551 133,339 42,791
Postage & delivery 97,061 91,370 320,446 243,669
Printing 78,558 53,304 264,249 204,616
Professional services 23,218 33,919 146,089 203,392
Programming/advertising-barter 975,000 955,000 3,077,625 2,781,400
Property tax 3,199 274 7,186 3,393
Provision for doubtful contracts 50,536 19,054 240,856 60,318
Repairs and maintenance 17,331 14,329 50,678 29,992
Rent 27,774 16,612 99,439 44,142
Shows and seminars 83,262 41,613 228,812 118,227
Supplies and small tools 26,196 30,627 110,024 94,293
Tax and license 10,724 26,307 33,379 33,383
Telephone and utilities 69,922 40,199 183,880 103,243
TNN Show - - 574,700 -
---------- ----------- ----------- -----------
Total expenses $2,534,009 $ 2,355,781 $ 8,892,472 $ 6,363,554
---------- ----------- ----------- -----------
Income before income tax $ 234,496 $ 412,499 $ 814,177 $ 1,053,129
Income tax expense 85,000 92,500 295,000 292,500
---------- ----------- ----------- -----------
Net Income $ 149,496 $ 319,999 $ 519,177 $ 760,629
========== =========== =========== ===========
Earnings per share (Note 6) $ .04 $ .08 $ .12 $ .19
</TABLE>
See Notes to Consolidated Financial Statements
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<PAGE> 6
GLOBAL OUTDOORS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Period Ended September 30
--------------------------------------
1996 1995
------------ ------------
<S> <C> <C>
Cash flows from operating activities $ (824,337) $ (7,913)
Cash flows (used in) investing activities,
purchase of equipment (536,874) (787,816)
Cash flows (used in) financing activities,
payments on long-term debt 939,664 308,711
------------ ------------
Net increase (decrease) in cash $ (421,547) $ (487,018)
Cash at beginning of period $ 458,448 $ 765,113
------------ ------------
Cash at end of period $ 36,901 $ 278,095
============ ============
</TABLE>
See Notes to Consolidated Financial Statements
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<PAGE> 7
GLOBAL OUTDOORS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
Nature of business:
The Company owns and operates The Outdoor Channel, the first national
television network devoted solely to outdoor activities, such as hunting,
fishing, scuba diving, camping, RV-ing and recreational gold prospecting. The
Company's other business activities consist of the promotion and sale of an
"Alaska trip", a recreational gold mining expedition to the Company's Cripple
River property located near Nome, Alaska, and the sale of Lost Dutchman's,
(LDMA-AU, Inc.) memberships which entitles members to engage in recreational
prospecting on its California, Oregon, Alaska, Nevada, Arizona, Colorado,
Georgia, North Carolina and South Carolina properties. The Company has also
signed a mutual use agreement with another organization whose members are
entitled to engage in recreational mining on certain of each other's
properties. The Company also receives revenues from the sale of memberships in
a gold prospecting club, revenue from advertisers in a bi-monthly magazine,
advertising revenue through cable television programming d/b/a The Outdoor
Channel and through merchandise sales. The Outdoor Channel barters advertising
time for some of its programming at the estimated fair value of the advertising
time. For financial reporting purposes the Company reports offsetting revenue
and expense items, as if the Company had sold advertising and purchased
programming, at the prevailing advertising rates.
A summary of the Company's significant accounting policies is as follows:
Management Statement - The interim financial statements for the period January
1 through September 30 1996, include all adjustments which in the opinion of
management are necessary in order to make the financial statements not
misleading.
The Principles of Consolidation - The consolidated financial statements include
the accounts of Global Outdoors, Inc. and its wholly-owned subsidiaries,
LDMA-AU, Inc., Big "M" Mining Company, Inc., Gold Prospectors' Association of
American, Inc. (GPAA) and The Outdoor Network, Inc. which operates a satellite
and cable television channel.
Business Combination - On February 10, 1995, the Company effected a business
combination with GPAA by exchanging 2,500,000 shares of its common stock for
all the common stock of GPAA. GPAA was 100% owned by the majority stockholders
of the Company. The agreement called for an additional 1,500,000 shares of
common stock to be issued if certain earnings or valuation levels are attained.
The combination was accounted for in a manner similar to a pooling of interests
with prior periods being restated to give retroactive effect to the combination
as if it occurred on January 1, 1992. A reconciliation of the amounts of
revenue and earnings previously reported by the Company and the combined
amounts presented in the financial statements was included in the Company's
Form 10-K for the year ended December 31, 1994. Details of the results of
operations for the previously separate companies for the period before the
combination was consummated were included in the Form 10-K for the year ended
December 31, 1994. GPAA previously had a year of February 28 and as a result
of the combination adopted a December 31 fiscal year-end. The income and cash
flows for two months ended February 28, 1994 were included in both the twelve
months ended December 31, 1994 and 1993. The duplication of income for these
two months totals $21,667 and was eliminated in the statement of retained
earnings. The amount of revenues and expenses for that period were, $646,880
and $625,213, respectively.
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<PAGE> 8
GLOBAL OUTDOORS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Reference to Forms 10-KSB and 10-K - Please refer to the Company's Form 10-KSB
for the year ended December 31, 1995 and Form 10-K for the year ended December
31, 1994 for additional information and disclosures which may be of interest to
the reader hereof.
Recently Issued Accounting Pronouncements - In March 1995, the Financial
Accounting Standards Board issued Statement of Financial Accounting Standards
("SFAS") No. 121, "Accounting for the Impairment of Long-Lived Assets and
Long-Lived Assets to be Disposed of." The Company has adopted SFAS No. 121.
SFAS No. 121 establishes recognition and measurement criteria for impairment
losses when the Company no longer expects to recover the carrying value of a
long-lived asset. The effect on the consolidated financial statements of
adopting SFAS was not material.
In October 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based
Compensation." The accounting or disclosure requirements of this statement are
effective at the Company's fiscal year-ended 1996. It is currently anticipated
that the Company will continue to account for stock-based compensation using
Accounting Principles Board Opinion No. 25 and the impact of SFAS 123 has not
yet been determined.
Allowance for Contract Cancellations - The Company provides an allowance for
future cancellations of membership contracts. The allowance is based on
management's estimate of future contract cancellations considering the
Company's historical cancellation rates, delinquencies of receivables and other
factors deemed relevant to the analysis. The allowance is reviewed on a
periodic basis and adjusted upon management's estimate.
Membership Recreational Mining Properties - Membership recreational mining
properties consist primarily of land, are held for membership sales and are
recorded at the lower of cost or estimated net realizable value. These
properties are charged to cost of memberships sold in proportion to total
memberships which the Company estimates it will ultimately sell.
Alaska Recreational Mining Properties - Alaska recreational mining properties
consist primarily of land, buildings and equipment, are recorded at cost, net
of accumulated depreciation on the buildings and equipment provided on a
straight-line basis over the estimated economic lives of between 5 and 10
years.
Equipment and leasehold improvements:
Equipment and leasehold improvements are carried at cost. Depreciation is
calculated using accelerated methods over the estimated useful lives of the
assets.
Revenue recognition:
Revenue on the "Alaska trip" income is recognized proportionately as expenses
are incurred. Trips are taken in July and August each year.
-8-
<PAGE> 9
GLOBAL OUTDOORS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
The Company has sold Lost Dutchmans memberships primarily on an installment
basis. Memberships include contracts that give purchasers recreational
prospecting and mineral rights to the Company's land and rights to use the land
and facilities. The contracts are generally noninterest bearing, unsecured and
provide for a down payment and monthly installments of $30 for periods of up to
7 1/2 years. Sales revenue is recognized upon execution of a sales contract,
expiration of the refund period, and receipt of cumulative payments of at least
10% of the sales price. Cumulative payments received on contracts where the
refund period has not expired, or which are less than 10% of the original
contract amount are recorded as deposits. Deposits are fully refundable for
ten days. The contracts are discounted over the contractual repayment period
at a discount rate of 8%.
Commencing July 1, 1996, for contracts where dues are waived, revenue in the
amount of dues is deferred and discounted for the period of waiver.
Previously, the Company imputed compensation for the future campground services
that Lost Dutchmans intended on providing until dues are paid (usually around 6
years per membership) and accrued the future costs for GPAA benefits provided
with Lost Dutchman's memberships (bi-monthly magazine, yearly mining guide and
quarterly newspaper) until dues are paid.
The Company also sells GPAA membership for periods varying from one year to
lifetime memberships. For nonlifetime memberships, revenue is recognized over
the life of the membership. Management estimates the expected period of time a
lifetime member is active in the membership club to be fifteen years.
Accordingly, for lifetime memberships, revenue is recognized over fifteen
years. Effective March 1, 1994, the expected period of time a lifetime member
is active in the membership club was extended from ten to fifteen years as it
was determined that lifetime members are remaining active on average
approximately fifteen years.
Advertising:
Advertising costs are charged to income as incurred and production costs of
advertising are expensed the first time the advertising takes place except for
production costs related to the TNN show.
Income taxes:
Deferred taxes are provided on a liability method whereby deferred tax assets
are recognized for deductible temporary differences and deferred tax
liabilities are recognized for taxable temporary differences. Temporary
differences are the differences between the reported amounts of assets and
liabilities and their tax basis. Deferred tax assets are reduced by valuation
allowance when, in the opinion of management, it is more likely than not that
some portion or all of the deferred tax assets will not be realized. Deferred
tax assets and liabilities are adjusted for the effects of changes in tax laws
and rates on the date of the enactment.
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<PAGE> 10
GLOBAL OUTDOORS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2. MEMBERSHIP SALES CONTRACTS RECEIVABLE
Membership sales contracts receivable are summarized as follows:
<TABLE>
<CAPTION>
September 30 September 30 December 31
1996 1995 1995
------------ ------------ -----------
<S> <C> <C> <C>
Contracts receivable 8,477,821 4,890,993 5,723,780
Unearned interest (1,985,547) (1,139,556) (1,391,638)
Allowance for cancellations (649,227) (375,146) (433,214)
----------- ----------- -----------
5,843,047 3,376,291 3,898,928
Less current portion 788,856 (663,083) (506,602)
----------- ----------- -----------
5,054,191 2,713,208 3,392,326
=========== =========== ===========
</TABLE>
NOTE 3. RECREATIONAL MINING PROPERTIES
The components of recreational mining properties are as follows:
<TABLE>
<CAPTION>
September 30 September 30 December 31
1996 1995 1995
----------- ------------ -------------
<S> <C> <C> <C>
Membership recreational mining properties:
Land $ 859,677 $ 600,677 $ 604,477
Buildings and improvements 79,985 67,396 66,845
Less cost of memberships sold (166,492) (124,880) (166,492)
------------ ----------- -----------
773,170 543,193 504,830
Less accumulated depreciation (29,105) (20,604) (24,605)
------------ ----------- -----------
$ 744,065 $ 522,589 $ 480,225
============ =========== ============
Alaska recreational mining properties:
Land $ 1,204,773 $ 1,202,373 $ 1,202,373
Buildings and Improvements 444,549 444,549 444,549
Vehicles and equipment 888,511 839,137 842,137
------------ ----------- ------------
2,537,833 2,486,059 2,489,059
Less accumulated depreciation (1,002,007) (912,007) (939,007)
------------ ----------- ------------
$ 1,535,826 $ 1,574,052 $ 1,550,052
============ =========== ============
</TABLE>
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<PAGE> 11
GLOBAL OUTDOORS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4. LONG-TERM DEBT
The Company purchased the Vein Mountain Camp for $250,000 to add to its Lost
Dutchman's holdings in February 1996. The Camp consists of 130 deeded acres
located in the middle of North Carolina's motherlode. There are presently no
improvements on the property. There is camping for up to 250 self-contained
recreational vehicles. In connection with the purchase the Company executed a
note payable to individuals in the amount of $200,000 secured by Deed of Trust
on the land. The note is payable in monthly installments of interest at 7.5%
($1,250 per month) plus annual principal payments due every January commencing
in 1997 of $50,000. The Company made significant draws on its bank line of
credit increasing the amount drawn from $33,139 as of December 31, 1995 to
$328,061 as of September 30, 1996. In September 1996, the Company converted
$450,000 of its bank line of credit to a long term loan bearing interest at
9.75% with $12,500 in principal payable monthly and interest on the balance
payable monthly.
NOTE 5. STOCKHOLDERS' EQUITY
In February of 1992, the Board of Directors authorized a one-for-twenty reverse
stock split which reduced the number of outstanding common shares from
12,250,435 to 612,521. The par value of the Company's common stock was
simultaneously increased from $.001 a share to $.02 a share. All per share
amounts for prior years have been restated to give retroactive effect to the
reverse stock split.
In August 1994, the Board of Directors authorized a two-for-one forward stock
split which increased the number of outstanding shares from 1,920,955 to
3,841,910. The par value of the Company's common stock was not changed.
In July 1996 the stockholders approved increasing the authorized number of
shares of Common Stock to 50,000,000 shares.
NOTE 6. EARNINGS PER SHARE
Earnings per share are based on the weighted average number of common and
common equivalent shares outstanding during the year. On September 30, 1996
and 1995, the weighted average number of shares for computing earnings per
share were 4,312,550 and 4,101,063, respectively.
NOTE 7. SUBSEQUENT EVENTS
On October 15, 1996, a new independent accounting firm, Arthur Andersen, LLP
was engaged by the Company as its principal accountants to audit the Company's
financial statements for the year ended December 31, 1996.
-11-
<PAGE> 12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
This report on Form 10-QSB contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. The Company intends that such forward-looking
statements be subject to the safe harbors created thereby. This report should
be read in conjunction with the Company's report on Form 10-KSB for the year
ended December 31, 1995.
COMPARISON OF QUARTERS ENDED SEPTEMBER 30, 1996 AND SEPTEMBER 30, 1995
Revenues. The Company's revenues include revenues from advertising
fees, GPAA and Lost Dutchman's membership sales, product sales and the Trips
Division sales. Advertising fees result from a combination of paid advertising
and barter transactions, under which the Company acquires programming from
third parties in exchange for a portion of advertising revenue derived from
such programming. Revenues for the quarter ended September 30, 1996 of
$2,768,505 were very similar to revenues of $2,768,280 for the quarter ended
September 30, 1995. The revenue figures were primarily the result of small
over all changes in certain items of revenue. Advertising revenue was $997,961
for the quarter ended September 30, 1996 compared to the similar amount of
$1,074,641 for the quarter ended September 30, 1995. Membership sales was
$1,422,134 for the quarter ended September 30, 1996 compared to a like amount
of $1,484,483 for the quarter ended September 30, 1995. Revenues from the
Trips Division was up significantly at $272,628 for the quarter ended September
30, 1996 compared to $179,191 for the quarter ended September 30, 1995.
Despite management devoting significant time and resources to increasing
distribution and revenues for The Outdoor Channel, in the Third Quarter of
1996, the Company increased its sales for the Alaska Trip and kept revenue
nearly the same for Lost Dutchman's
Expenses. Expenses consist primarily of the cost of the Company's
satellite transponder and uplink facilities, programming, advertising and
promotion, sales and administrative salaries, office expenses and general
overhead. Expenses for the quarter ended September 30, 1996 were $2,534,009,
an increase of $178,228, or 8%, compared to $2,355,781 for the quarter ended
September 30, 1995. This increase was predominately due to change in specific
line items. Alaska/Australia trip expense decreased significantly to $48,157
for the quarter ended September 30, 1996 compared to $138,444 for the quarter
ended September 30, 1995, due to greater efficiency in managing the Alaska
trip. Programming/advertising-barter although a large expense accounted for
only $20,000 of this increase rising to $975,000 for the quarter ended
September 30, 1996 compared to $955,000 for the quarter ended September 30,
1995. Compensation and Related Payroll Costs accounted or the majority of the
increase in expenses rising $172,169 to $335,211 for the quarter ended
September 30, 1996, compared to $183,285 for the quarter ended September 30,
1995. This increase was due to the cumulative addition of executive, sales and
administrative personnel for The Outdoor Channel during the period after
September 30, 1995. Other items did not vary significantly or the variation
was overall not a relatively large amount.
Income Before Income Taxes. Income before income taxes decreased as a
percentage of revenues from 15% for quarter ended September 30, 1995 to 9% for
the quarter ended September 30, 1996.
Income Tax Expense. Income tax expense for the quarter ended
September 30, 1996 was $85,000 which was slightly less than $92,500 for the
quarter ended September 30, 1995, due to the Company providing for a higher
income tax rate for the first nine months of 1996 as compared to 1995.
-12-
<PAGE> 13
GENERAL
Management of Global has continued its emphasis on the growth and
development of The Outdoor Channel during 1996. Although The Outdoor Channel is
not aligned with any sizable entertainment or cable company, as are many
emerging channels, it has achieved substantial visibility in the cable industry.
The Company is committed to converting visibility for The Outdoor Channel's
programming into greater distribution into cable households. Greater
distribution will allow the Company to charge higher advertising rates, command
subscriber fees from cable affiliates, attract more advertisers and receive
greater revenues for the Company's products. This strategy is a principal
contributing factor to increased Company expenses.
A primary objective of the Company is to obtain distribution for The
Outdoor Channel. To accomplish this objective the Channel seeks to sign
national carriage agreements with multiple systems operators ("MSOs") and
thereafter carriage agreements with the MSOs' individual cable affiliates. In
January 1996, The Outdoor Channel signed a national carriage agreement with
Fanch Communications which has approximately 270,000 subscribers. In March
1996, The Outdoor Channel signed a national carriage agreement with Service
Electric Cable which has approximately 257,000 subscribers. In April 1996, in
anticipation of signing a national carriage agreement, The Outdoor Channel was
launched on several cable affiliates of Bresnan Communications which has
approximately 209,000 subscribers. In May 1996, The Outdoor Channel signed a
national carriage agreement with Northland Communications which has
approximately 191,000 subscribers. In July 1996, The Outdoor Channel signed a
national carriage agreement with Rifkin and Associates which has approximately
370,000 subscribers. The Company has received verbal agreements with several
other MSO's. The Outdoor Channel has launched on systems of several MSOs in
advance of signing a national carriage agreement with those MSOs. The Outdoor
Channel on an ongoing basis is being launched on the individual cable affiliates
of the above MSO's as well as MSO's that were signed with prior to 1996 such as
TCA Cable and Westar Communications. The Company intends to continue its
promotional activities, such as attending regional and local cable trade shows,
in order to increase cable industry awareness of The Outdoor Channel.
In September 1996, The Outdoor Channel executed an agreement retaining
MediaAmerica, Inc. as the exclusive national advertising sales representative
for The Outdoor Channel. After a ramp up period, the Company anticipates that
MediaAmerica will bring net revenues of approximately $60,000 in April 1997,
with the potential to increase thereafter.
The Company has continued to aggressively market Lost Dutchman's
memberships in 1996 and expects the 1996 memberships sold to exceed those of
1995. The Company will also seek to add additional properties to Lost
Dutchman's in the near future, in addition to the Vein Mountain Camp added in
January 1996.
On July 16, 1996, the Company held its annual stockholders' meeting.
At the meeting the stockholders approved changing the Company's name from
Global Resources, Inc. to Global Outdoors, Inc. to better reflect the nature of
the Company's business. The name change was effective in the State of Alaska
on July 23, 1996. The shareholders also approved increasing the authorized
number of shares of Common Stock to 50,000,000 shares from 5,000,000 shares and
authorized the Company to increase, in its discretion, the Board of Directors
to a maximum of seven persons from the prior number of three persons. The
increase in authorized shares will allow the Company to raise funds by selling
Common Stock for cash, issue Common Stock for property or businesses and allow
the Company to effect stock splits.
-13-
<PAGE> 14
On August 5, 1996, the Company filed an SB-2 Registration Statement
with the Securities and Exchange Commission ("SEC") for a follow-on public
offering of the Company's Units. The Units consist of two (2) shares of Common
Stock and one (1) Class F Warrant to purchase Common Stock. The presently
anticipated price of the Units is $10.00 each. The offering is for a minimum
of $200,000 and a maximum of $5,000,000 and is being conducted on a best
efforts basis by New York based Castle Securities Corporation. The Company
anticipates contributing substantially to the sale of Units by referring
persons to Castle, in which case, Castle will receive a lower sales commission.
In a comment letter date August 22, 1996, the SEC proposed that the Company's
financial statements be revised to defer revenue for lifetime Lost Dutchmans
memberships and amortize it on a straight line basis over the estimated period
which the member is expected to use the land and facilities. The SEC's
proposed revision would substantially reduce the revenues and profits of the
Company. The Company conducted extensive research regarding the revenue
recognition policies of several other campground clubs and generally accepted
accounting principles related to this matter. Thereafter, the Company
determined to change its revenue recognition policy for Lost Dutchmans'
contracts effective July 1, 1996 where dues are waived so that revenue in the
amount of such dues be deferred and discounted for the period of waiver. The
Company believes there is significant support for its revenue recognition
policy as recently modified. However, as of November 18, 1996, the SEC
remained unpersuaded by the Company's reasoning. The Company's SB-2
Registration Statement has been delayed pending resolution of this issue. The
Company believes this issue should be resolved no later than December 15, 1996.
This accounting change resulted in revenues being approximately $60,000 lower
for the quarter ended September 30, 1996, than they would have been if the
change had not been implemented.
On October 15, 1996, a new independent accounting firm, Arthur
Andersen, LLP was engaged by the Company as its principal accountants to audit
the Company's financial statements for the year ended December 31, 1996.
As of September 30, 1996, the Company had a $750,000 revolving line of
credit with Wells Fargo Bank, $328,061 of which was outstanding. The line of
credit bears interest at 9.25%. In September 1996, the Company converted
$450,000 of its bank line of credit to a long term loan from said bank bearing
interest at 9.75% with $12,500 in principal payable monthly and interest on
the balance payable monthly. The line of credit and loan are unsecured but are
personally guaranteed by Perry T. Massie, Thomas H. Massie and a major
shareholder.
As of the date of this report, the Company anticipates that it will
require additional short-term financing in the amount of $400,000 by mid January
1997 to meet its anticipated cash flow obligations for the following three
months. In order to meet this need the Company is reviewing avenues for short
term financing including obtaining collateralized loans from a principal
shareholder. Management believes that the Company's existing cash resources and
anticipated cash flows from operations, when combined with short-term financing
of $400,000 and with the net proceeds of the offering in an amount of
$1,000,000, will be sufficient to fund the Company's operations at currently
anticipated levels for the next year. To the extent that such amounts are
insufficient to finance the Company's working capital requirements and the
Company does not raise at least $1,000,000 in net proceeds in its proposed
offering, the Company could be required to seek financing in addition to the
$400,000 the Company believes it will require in the short-term. There can be
no assurance that equity or debt financing will be available if needed, or, if
available, will be on terms favorable to the Company or its shareholders.
Significant dilution may be incurred by present shareholders as a result of any
such financing.
-14-
<PAGE> 15
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not applicable.
ITEM 2. CHANGES IN SECURITIES
Effective July 23, 1996, the Company amended its Articles of
Incorporation increasing the authorized number of shares of Common
Stock from 5,000,000 shares to 50,000,000 shares.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On July 16, 1996, the Company held its annual meeting of
shareholders. Perry T. Massie, Thomas H. Massie and Richard K.
Dickson II were elected directors. 3,476,160 shares were voted
for all nominees; 254 shares were withheld for all nominees; and
2994 shares were withheld from Mr. Dickson.
At the meeting the shareholders approved several other proposals.
The shareholders approved amending the Articles of Incorporation to
increase the authorized number of members of the Company's Board of
Directors from three (3) persons to a range of not less than three
(3) and not more than seven (7) persons. 3,476,160 shares voted for
this proposal; 458 shares voted against this proposal; and 144
shares abstained from voting.
The Shareholders voted to adopt an amendment to the Company's
Articles of Incorporation to change the name of the Company from
Global Resources, Inc. to Global Outdoors, Inc. 3,468,916 shares
voted for this proposal; 8,072 shares voted against this proposal;
and 2,162 shares abstained from voting.
The Shareholders voted to adopt an amendment to the Company's
Articles of Incorporation to increase the authorized number of
shares of Common Stock from 5,000,000 to 50,000,000. 3,461,377
shares voted for this proposal; 18,192 shares voted against this
proposal; and 2,605 shares abstained from voting.
The Shareholders voted to approve the Company's 1995 Stock Option
Plan. 3,375,405 shares voted for this proposal; 3,130 shares
voted against this proposal; and 300 shares abstained from voting.
ITEM 5. OTHER INFORMATION
Not applicable.
-15-
<PAGE> 16
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
--------
Exhibit
Number
-------
[C] [S]
27 Financial Data Schedule. (SEC filing only)
(b) Reports on Form 8-K
-------------------
Form 8-K dated September 27, 1996, was filed with the
Securities and Exchange Commission regarding a news
release on the status of the Company's SB-2 Registration
Statement.
-16-
<PAGE> 17
SIGNATURES
In accordance with 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.
GLOBAL OUTDOORS, INC.
(Registrant)
Dated: November 19, 1996 By: /s/ PERRY T. MASSIE
-------------------------
PERRY T. MASSIE,
President and Chief
Executive Officer
Dated: November 19, 1996 By: /s/ DAVID M. ASHWOOD
--------------------------
DAVID M. ASHWOOD,
Chief Financial Officer
(Principal Financial and
Accounting Officer)
-17-
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<FISCAL-YEAR-END> DEC-31-1993
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