<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 MARCH 31, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _________________ to __________________
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 (IRS Employer
of 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)
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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 May 23, 1997
----- ----------------------------
Common Stock, $.02 par value 4,128,814
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 MARCH 31, 1997
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GLOBAL OUTDOORS, INC.
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<PAGE> 3
GLOBAL OUTDOORS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
March 31 December 31
1997 1996
----------- -----------
(unaudited)
<S> <C> <C>
CURRENT ASSETS
Cash $ 54,541 $ 82,027
Current portion of stockholder receivable 56,400 56,400
Advertising receivables, net of allowance for
doubtful accounts 103,583 82,334
Income taxes receivable 230,000 230,000
Inventories 147,021 159,361
Prepaid expenses 182,658 174,372
---------- ----------
Total current assets 774,203 784,494
MEMBERSHIP RECREATIONAL MINING
PROPERTIES, NET 995,010 995,010
ALASKA RECREATIONAL MINING PROPERTIES, NET 1,449,708 1,465,609
OUTDOOR CHANNEL EQUIPMENT, NET 367,324 386,584
OTHER EQUIPMENT AND LEASEHOLD
IMPROVEMENTS, NET 233,198 232,703
STOCKHOLDER RECEIVABLE 201,958 223,657
TRADEMARKS, net of accumulated amortization 85,357 85,601
DEPOSITS AND OTHER ASSETS 106,906 52,240
---------- ----------
TOTAL ASSETS $4,213,664 $4,225,898
========== ==========
</TABLE>
The accompanying notes are an integral part of
these consolidated balance sheets.
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GLOBAL OUTDOORS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
March 31 December 31
1997 1996
----------- -----------
(unaudited)
<S> <C> <C>
CURRENT LIABILITIES
Line of credit $ 738,851 $ 715,322
Current maturities of long-term debt 300,410 303,593
Current maturities of capital leases 46,540 47,172
Customer deposits 429,476 9,500
Accounts payable and accrued expenses 372,556 420,198
Deferred revenue, current 1,441,608 1,433,552
----------- -----------
Total current liabilities 3,329,441 2,929,337
DEFERRED REVENUE, Long term portion 437,477 424,230
LONG TERM DEBT, Less current portion 613,611 637,717
CAPITAL LEASES, Less current portion 190,557 192,664
----------- -----------
Total liabilities 4,571,086 4,183,948
----------- -----------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Convertible preferred stock, non voting, 10% noncumulative,
no liquidation preference, $.001 par value; 10,000,000 shares
authorized; shares issued and outstanding: 60,675 at March 31,
1997; 60,775 at December 31, 1996 61 61
Common stock, $.02 par value; 50,000,000 shares
authorized; shares issued and outstanding: 4,128,814
at March 31, 1997; 4,122,354 at December 31, 1996 82,576 82,448
Additional paid-in capital 2,941,035 2,953,803
Retained deficit (3,159,844) (2,773,112)
Common stock subscriptions receivable (221,250) (221,250)
----------- -----------
Total stockholders' equity (357,422) 41,950
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 4,213,664 $ 4,225,898
=========== ===========
</TABLE>
The accompanying notes are an integral part of
these consolidated balance sheets.
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<PAGE> 5
GLOBAL OUTDOORS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Three Months Ended
March 31
------------------------------ December 31
1997 1996 1996
----------- ------------- -----------
(unaudited)
<S> <C> <C> <C>
REVENUES:
Alaska Trip $ - $ - $ 828,901
Merchandise sales 251,052 172,641 488,973
Membership sales 747,819 823,911 3,137,447
Advertising 294,670 134,612 960,462
Interest 4,663 6,340 23,789
Other income 12,379 7,500 45,436
----------- ----------- -----------
Total revenues $ 1,310,583 $ 1,145,004 $ 5,485,008
=========== =========== ===========
EXPENSES:
Alaska trip expenses -- -- 553,596
Cost of merchandise sold 167,451 114,117 321,843
Cost of memberships sold 67,625 98,710 268,974
Satellite transmission fees 400,607 383,304 1,441,619
Advertising and programming 164,351 407,899 945,357
Selling, general and administrative 854,000 849,611 4,582,674
Interest 43,281 13,021 138,303
----------- ----------- -----------
Total expenses 1,697,315 1,866,662 8,252,366
----------- ----------- -----------
Loss before income taxes (386,732) (721,658) (2,767,358)
Income tax benefit -- 56,760 217,658
----------- ----------- -----------
Net loss $ (386,732) $ (664,898) $(2,549,700)
----------- =========== ===========
Loss per share $ (0.09) $ (0.17) $ (0.62)
=========== =========== ===========
Weighted average number of common shares
outstanding 4,126,674 4,018,676 4,103,141
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of
these consolidated financial statements.
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<PAGE> 6
GLOBAL OUTDOORS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Three Months Ended
March 31
-------------------------
1997 1996
---------- ----------
(unaudited)
<S> <C> <C>
Cash flows from operating activities $ (3,772) $ (65,050)
Cash flows (used in) investing activities,
purchase of equipment (69,799) (448,883)
Cash flows (used in) financing activities,
payments on long-term debt 46,085 343,867
--------- ---------
Net increase (decrease) in cash $ (27,486) $(170,066)
Cash at beginning of period $ 82,027 $ 458,448
--------- ---------
Cash at end of period $ 54,541 $ 288,382
========= =========
</TABLE>
The accompanying notes are an integral part of
these 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:
Global Outdoors, Inc. (the Company) owns and operates The Outdoor Channel, Inc.,
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 entitle 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, Gold Prospectors' Association of American, Inc. (GPAA),
revenue from advertisers in a bi-monthly magazine, advertising revenue through
cable television programming d/b/a The Outdoor Channel, Inc. and through
merchandise sales. Effective July 23, 1996, the Company changed its name from
Global Resources, Inc. to Global Outdoors, Inc.
The Company's operations are subject to various government regulations. The
operations of cable television systems, satellite distribution systems and
broadcast television program distribution companies are subject to the
Communications Act of 1934, as amended, and to regulatory supervision thereunder
by the Federal Communications Commission (the FCC). The Company's leased uplink
facility in Perris, California is licensed by the FCC and must be operated in
conformance with the terms and conditions of that license. Cable systems are
also subjected to local franchise authority regulation.
During 1996, the Company experienced significant operating losses, principally
from the operation of The Outdoor Channel, Inc. As a result of losses in 1996
and prior years, at December 31, 1996, the Company has negative working capital.
Furthermore, losses subsequent to December 31, 1996 have resulted in a deficit
stockholders' equity position. The Company is currently conducting a public
offering of common stock, and management is discussing additional
capital-raising efforts with third parties; however, management is unable to
predict the outcome of the discussions or determine to what extent the Company
will increase its capital base. Management is also currently negotiating
carriage agreements with third parties that could result in a significant
increase in the subscriber base for The Outdoor Channel, Inc., which would
result in an increase in advertising revenue for the Company; however,
management is unable to predict the outcome of those negotiations or determine
when the Company's revenues will increase. Under the terms of such carriage
agreements, the Company could be required to pay significant up-front fees.
Management believes the Company will be able to obtain financing to pay any such
fees. In April, 1997, the Company entered into an agreement with Perry T.
Massie, Thomas H. Massie and Wilma M. Massie (the Principal Stockholders),
whereby the Principal Stockholders agreed to provide for the cash flow
requirements of the Company over the next twelve months by means of loans or
equity investments.
SIGNIFICANT ACCOUNTING POLICIES:
Management Statement:
The interim financial statements for the period January 1 through March 31,
1997, include all adjustments which in the opinion of management are necessary
in order to make the financial statements not misleading.
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GLOBAL OUTDOORS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Reference to Form 10-KSB:
Please refer to the Company's Form 10-KSB for the year ended December 31, 1996,
for additional information and disclosures which may be of interest to the
reader hereof.
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 and The Outdoor Channel,
Inc. which operates a satellite and cable television channel. All material
intercompany accounts and transactions have been eliminated in consolidation.
Inventories:
Inventories are valued at the lower of cost (first-in, first-out) or market.
Trademarks:
Trademarks are amortized on a straight-line basis over 15 years.
Membership recreational mining properties:
Membership recreational mining properties consist primarily of land, are held
for membership use and are recorded at cost, net of accumulated depreciation on
non-land assets provided on a straight-line basis over 15 years.
Alaska recreational mining properties:
Alaska recreational mining properties consist primarily of land, buildings and
equipment and are recorded at cost, net of accumulated depreciation on the
buildings and equipment provided on a straight-line basis over 10 years.
Outdoor Channel equipment:
Outdoor Channel assets consist primarily of equipment and are recorded at cost,
net of accumulated depreciation provided on a straight line basis over five
years.
Other equipment and leasehold improvements:
Equipment and leasehold improvements are carried at cost net of accumulated
depreciation provided on a straight line basis over five to ten years.
Revenue recognition:
Revenue on the "Alaska trip" income is recognized when trips are taken. Trips
are taken in June through August each year.
The Company has sold memberships in LDMA-AU 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
for camping and recreational vehicle parking. The contracts are
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<PAGE> 9
GLOBAL OUTDOORS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
generally noninterest bearing, unsecured and provide for a down payment and
monthly installments of $25 for periods of up to ten years. No deferred revenue
or accounts receivable have been recorded for amounts not yet due under the
contract terms due to uncertainty of collection. Sales revenue is recognized
based upon a weighted average ten year straight line method. The ten year
weighted average method was established based upon historical membership
longevity, taking into consideration member defaults and withdrawals. Deposits
are taken on new sales contracts, and are fully refundable for 10 days.
The Company also sells GPAA memberships for periods varying from one year to
lifetime memberships. For nonlifetime memberships, revenue is recognized over
the life of the membership. Approximately 10% of GPAA members are members of
LDMA-AU referred to in the paragraph above. Based on demographics, the GPAA
members have a longer term than LDMA-AU members. Management estimates the
expected period of time a lifetime member is active in the GPAA to be fifteen
years. Accordingly, for lifetime memberships, revenue is recognized on a
straight line basis over fifteen years.
Advertising revenue for The Outdoor Channel, Inc. is recognized when the
advertisement takes place. Advertising revenue from advertisers in the Company's
bi-monthly magazine is recognized when the magazine is distributed.
Reclassification:
Certain prior year amounts in the consolidated financial statements have been
reclassified to conform to conform to the current year presentation.
Advertising:
Advertising costs are charged to expense as incurred and production costs of
advertising are expensed the first time the advertising takes place.
Impact of recent accounting pronouncements:
Effective in 1997, the Company will be required to adopt Statement of Financial
Accounting Standards No. 128, "Earnings per Share" and No. 129, "Capital
Structure." The impact of the adoptions of these pronouncements is not expected
to be material to the Company's financial position or results of operations.
Income taxes:
Deferred taxes are provided on the 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.
Loss per share:
The computation of loss per share is based on the weighted average number of
common and common equivalent shares outstanding during the year. In 1996, the
weighted average number of shares for computing loss per share was 4,103,141.
For March 31, 1997 and 1996, the weighted average number of shares for computing
loss per share were 4,126,674 and 4,018,676, respectively. The computation of
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<PAGE> 10
GLOBAL OUTDOORS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
fully diluted loss per share was antidilutive in each of the periods presented;
therefore, the amounts reported for primary and fully diluted loss are the same.
Use of estimates:
The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make certain estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
Fair value of financial instruments:
The carrying value of accounts receivable and trade payables approximates the
fair value due to their short-term maturities. The carrying value of the
Company's debt is considered to approximate fair market value as the interest
available to the Company for loans with similar terms.
Accounting for stock based compensation:
The Company accounts for stock-based compensation issued to employees using the
intrinsic value based method as prescribed by The Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees" (APB No. 25). Under
the intrinsic value based method, compensation is the excess, if any, of the
fair value of the stock at the grant date or other measurement date over the
amount an employee must pay to acquire the stock. Compensation expense, if any,
is recognized over the applicable service period, which is usually the vesting
period.
In October 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard No. 123, "Accounting for Stock-Based Compensation"
(SFAS No. 123). This standard, if fully adopted, changes the methods of
accounting for employee stock-based compensation plans to the fair value based
method. For stock options and warrants, fair value is determined using an option
pricing model that takes into account the stock price at the grant date, the
exercise price, and the expected life of the option or warrant. Compensation
expense, if any, is recognized over the applicable service period, which is
usually the vesting period.
The adoption of the accounting methodology of SFAS No. 123 is optional and the
Company has elected to continue accounting for stock-based compensation issued
to employees using APB No. 25; however, pro forma disclosures, as if the Company
adopted the cost recognition requirements under SFAS No. 123, are required to be
presented (see Note 8).
NOTE 2. 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.
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<PAGE> 11
GLOBAL OUTDOORS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 3. SUBSEQUENT EVENTS
In April, 1997, the Company entered into an agreement with Perry T. Massie,
Thomas H. Massie and Wilma M. Massie (the Principal Stockholders), whereby the
Principal Stockholders agreed to provide for the cash flow requirements of the
Company over the next twelve months by means of loans or equity investments
In April 1997, Perry T. Massie, a principal shareholder of the Company, loaned
the Company $115,000 on a note bearing interest at 10%.
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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, 1996.
COMPARISON OF QUARTERS ENDED MARCH 31, 1997 AND MARCH 31, 1996
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 the sale of advertising time on The
Outdoor Channel and from advertising space in publications such as the Gold
Prospector magazine. Revenues for the quarter ended March 31, 1997 were
$1,310,583, an increase of $165,579 or 14%, compared to revenues of $1,145,004
for the quarter ended March 31, 1996. This increase was the result an increase
in advertising revenue. Advertising increased to $294,670 for the quarter ended
March 31, 1997 from $134,612 for the quarter ended March 31, 1996, primarily due
to an increase in advertising revenue on The Outdoor Channel. Merchandise sales
increased to $251,052 for the quarter ended March 31, 1997 from $172,641 the
quarter ended March 31, 1996 and Membership sales decreased to $747,819 for the
quarter ended March 31, 1997 from $823,911 for the quarter ended March 31, 1996.
Despite management devoting significant time and resources to increasing
distribution and revenues for The Outdoor Channel, in the first quarter of 1997,
the Company was able to maintain the combination of Merchandise sales and
Membership sales at the same level as the first quarter of 1996 while more than
doubling advertising revenue
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 March 31, 1997 were $1,697,315 a
decrease of $169,347, or 10%, compared $1,866,662 for the quarter ended March
31, 1996. This decrease was primarily due to a decrease in advertising and
programming to $164,351 for the quarter ended March 31, 1997 from $407,899 for
the quarter ended March 31, 1996, due to the elimination of production costs and
purchased advertising time on The Nashville Network ("TNN") for the Company's
"Gold Prospecting Show." The Cost of these items was several hundred thousand
dollars for the quarter ended March 31, 1996. There was no similar expense for
the quarter March 31, 1997. Cost of merchandise sold increased to $167,451 for
the quarter ended March 31, 1997 compared to $114,117 for the quarter ended
March 31, 1996, due to an increase in Merchandise sales and Cost of membership
sales decreased to $67,625 for the quarter ended March 31, 1997 compared to
$98,710 for the quarter ended 31, 1996 due to a decrease in Membership sales.
Loss Before Income Taxes. Loss before income taxes decreased
substantially as a percentage of revenues to (30)% for the quarter ended March
31, 1997 from (63)% for the quarter ended March 31, 1996. The increase in
advertising revenue and elimination of the expenses incurred for "The Gold
Prospecting Show" on TNN were the primary reasons for this decrease.
Income Tax Benefit. Income tax benefit for the quarter ended March 31,
1997 was $0 compared to $56,760 for the quarter ended March 31, 1996. The
Company has utilized all its carry back losses and there is no present income
tax benefit associated with its current quarter loss. The Company is able to
carry that loss forward for ten years and apply it against future Net income.
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<PAGE> 13
GENERAL
Global Outdoors, Inc. (the "Company" or "Global") owns and operates The
Outdoor Channel, the first national television network devoted solely to outdoor
activities, such as hunting, fishing, scuba diving and recreational gold
prospecting. The Company also owns and operates related businesses which serve
the interests of viewers of The Outdoor Channel and other outdoor enthusiasts.
These related businesses include, LDMA-AU, Inc. ("Lost Dutchman's"), Gold
Prospectors' Association of America, Inc. ("GPAA") and the Trips Division. Lost
Dutchman's is a national recreational gold prospecting campground club with over
5,000 members and properties in California, Alaska, Oregon, Nevada, Arizona,
Colorado, Georgia, South Carolina and North Carolina GPAA is the largest
recreational gold prospecting club in the world with approximately 50,000 active
members. GPAA also sells products and services related to recreational gold
prospecting and is the publisher of the Gold Prospector magazine. Prior to being
a wholly-owned subsidiary of the Company, GPAA was an affiliated company which
owned the Outdoor Channel. As discussed below, the Company acquired 100% of the
stock of GPAA in February 1995. The Company's Trips Division sponsors unique
recreational prospecting trips to Australia and to the Company's 2300 acre camp,
located 11 miles west of Nome, Alaska. Global started a new products division in
1995 called "American Prospecting Equipment Company" and owns a 51% interest
therein.
The Company has been selling its GPAA club memberships since its
incorporation in 1984. From 1968 to 1984, GPAA memberships were sold by the
proprietorship owned by the Company's founders. GPAA membership sales took a
marked upswing in 1992 in conjunction with the airing of the "Gold Prospector
Show," a show the Company has owned and produced since 1990. During 1992, the
"Gold Prospector Show" was broadcast on various television and cable channels,
for which the Company purchased air time. In 1993, GPAA launched The Outdoor
Channel and, since then, broadcasts of the "Gold Prospector Show" and related
sales of GPAA memberships have occurred almost exclusively on The Outdoor
Channel. The Company intends that The Outdoor Channel be used as the primary
vehicle to promote the Company's services and products and anticipates that it
will be the major factor in the future growth of GPAA, Lost Dutchman's and the
Trips Division.
Management of Global continued its emphasis on the growth and
development of The Outdoor Channel during the first and second quarters of 1997.
Although The Outdoor Channel is not aligned with any sizable entertainment or
cable company, as are many emerging channels, it has to date 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.
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. The Company's
efforts to obtain distribution for The Outdoor Channel to date have largely been
focused on areas where there are the greatest number of outdoor enthusiasts,
mainly in rural areas of the United States. In 1996, the Company entered into
national carriage agreements with 13 of the top 100 MSO's in the United States,
including TCA Cable, the 17th largest MSO, with over 670,000 subscribers; TW
Fanch, the 19th largest MSO, with over 500,000 subscribers; Tele-Media, the 22nd
largest MSO, with approximately 430,000 subscribers; Rifkin & Associates, the
25th largest MSO, with approximately 350,000 subscribers; and Service Electric
Cable Television, the 26th largest MSO, with approximately 300,000 subscribers.
Since the beginning of 1997, the company has added 11 additional top 100 MSO's
bringing the total 24, including Post Newsweek Cable, the 18th largest MSO, with
over 600,000 subscribers; Triax Cable, the 21st largest MSO with over 400,000
subscribers; US Cable, the 30th largest MSO with over 240,000
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<PAGE> 14
subscribers; Galaxy Telecom, the 34th largest MSO with over 200,000 subscribers.
In February, the Company signed an affiliation agreement with the National Cable
Television Cooperative ("NCTC") which represents over 4500 small and mid size
cable systems with over 7,500,000 subscribers. In addition, the company has also
signed an affiliation agreement with People's Choice, a wireless cable operator
serving over 75,000 subscribers. The Company has been launched on additional
cable systems without signed national carriage agreements and is in active
negotiations with systems including Tele-Communications, Inc., the largest MSO
in the country, and Times Warner, the second largest MSO in the country. In
addition, the Company is in active negotiations with many other cable operators.
The Company believes that it will be able to enter into more affiliation
agreements in the future as a result of increased installation of new cable
distribution systems and the expected significant expansion of channel capacity
of existing cable systems. 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.
Direct-broadcast satellite ("DBS") companies, such as DirecTv, Prime
Star and EchoStar represent an additional, although smaller, means of potential
distribution of The Outdoor Channel. The Company believes that distribution by
means of DBS will increase as market acceptance and the installed base of DBSs
increase. At this time, The Outdoor Channel is negotiating DBS distribution with
several of the major DBS providers but has no executed agreements for such
distribution.
Effective January 20, 1997, the Company restated its financial
statements to among other matters, recognize revenue from its Lost Dutchman's
sales on a straight line basis over ten years and eliminate barter advertising
revenue. This restatement resulted in a substantial reduction of revenue,
income, assets and equity for the Company. The financial statements herein and
all matters related thereto reflect this restatement.
On January 31, 1997, the Company's SB-2 Registration Statement filed
with the Securities and Exchange Commission ("SEC") in 1996 was declared
effective by the SEC. The Registration Statement is 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 and are presently
being offered at a price of $8.00 per Unit. 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 the Company and Selected Broker-Dealers/Underwriters. The Company
anticipates contributing substantially to the sale of Units by referring persons
to Selected BrokerDealers/Underwriters, in which case, such firms will receive a
lower sales commission. As of May 27, 1997, the Company had raised over $250,000
in this offering. The primary reasons Global is conducting the offering is to
provide additional capital for The Outdoor Channel and the Lost Dutchman's camp
club.
In February 1997, The Outdoor Channel moved to Hughes Communications
satellite, Galaxy 1R, from AT&T satellite, Telstar 402R. Galaxy 1R is considered
a cable channel satellite and contains such other tenants as HBO and The Disney
Channel. It is therefore considered a much better satellite than Telstar 402R.
In connection with this matter the Company pledged 250,000 shares of Common
Stock to USA Networks as collateral for its performance under its sublease of
USA Networks transponder on the Galaxy 1R satellite.
The Company currently does not meet Nasdaq's minimum continued listing
requirement of $1,000,000 in equity. The Company has submitted a proposal to
Nasdaq for achieving compliance. If Nasdaq does not approve of the Company's
proposal, the Company's Common Stock will be delisted from Nasdaq. If the
Company's Common Stock was delisted from trading on Nasdaq, trading would
thereafter be conducted in the over-the counter market so-called "pink sheets"
or the "Electronic Bulletin Board" of the National Association of Securities
Dealers, Inc. and consequently an investor could find it more difficult to
dispose of, or to obtain accurate quotations as to the price of, the Company's
securities.
-14-
<PAGE> 15
The Company is not currently generating sufficient cash flow from its
operation to meet its cash flow requirements. In April, 1997, the Company
entered into an agreement with Perry T. Massie, Thomas H. Massie and Wilma M.
Massie (the Principal Stockholders), whereby the Principal Stockholders agreed
to provide for the cash flow requirements of the Company over the next twelve
months by means of loans or equity investments. In February 1997, Wilma M.
Massie, a principal shareholder of the Company, loaned the Company $125,000 on a
note bearing interest at 10% and in April 1997, Perry T. Massie, a principal
shareholder of the Company, loaned the Company $115,000 on a note bearing
interest at 10%. The Company has received a proposal from Wells Fargo Bank
regarding the renewal of its credit line which expires in June 1997. The
proposal requires a higher interest rate than is presently being paid on the
credit line and a higher interest rate on the Company's long term loan with the
bank which is due in September 1999. The proposal requires that the bank receive
a First Priority Security Interest in all the assets of the Company and its
subsidiaries. The Company intends to renew its credit line with Wells Fargo
Bank.
To achieve modest growth, the Company believed at quarter end that in
addition to its available funds, credit line and expected cash flow to be
generated from operations that it will require an additional $500,000 through
December 31, 1997. The Company's primary source for these funds is either its
present public offering or the Principal Stockholders referred to in the
paragraph above. Thereafter, the Company anticipates that it will not require
outside capital to maintain its current level of operations. In order to have a
higher growth rate, the Company believes it will be necessary to raise in excess
of $500,000 in its public offering or obtain other outside capital. The Company
can place no assurance on receiving equity funding through outside sources. If
cash flow from operations are insufficient or if working capital requirements
are greater than anticipated, the Company could be required to seek other
financing. 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.
-15-
<PAGE> 16
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit
Number
-------
27 Financial Data Schedule (SEC filing only).
(b) Reports on Form 8-K
None.
-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: May 27, 1997 By: /s/ PERRY T. MASSIE
----------------------------
PERRY T. MASSIE,
President and Chief
Executive Officer
Dated: May 27, 1997 By: /s/ DAVID M. ASHWOOD
----------------------------
DAVID M. ASHWOOD,
Chief Financial Officer
(Principal Financial and
Accounting Officer)
-17-
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