<PAGE>
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 JUNE 30, 1999
-------------
[ ] 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
-------
GLOBAL OUTDOORS, INC.
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Alaska 33-0074499
- -------------------------- ----------------------------
(State or other Juris- (IRS Employer Identification
diction of incorporation Number)
or organization)
43445 BUSINESS PARK DRIVE, SUITE 113
TEMECULA, CALIFORNIA 92590
- --------------------------------------------------------------------------------
(Address and zip code of principal executive offices)
(909) 699-4749
- --------------------------------------------------------------------------------
(Issuer's telephone number, including area code)
- --------------------------------------------------------------------------------
(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 October 25, 1999
----- ----------------------------
Common Stock, $.02 par value 5,266,073
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
FINANCIAL STATEMENTS
PART I - ITEM 1
- --------------------------------------------------------------------------------
FOR THE QUARTER ENDED JUNE 30, 1999
- --------------------------------------------------------------------------------
GLOBAL OUTDOORS, INC.
-2-
<PAGE>
GLOBAL OUTDOORS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
June 30 December 31
------------- -------------
1999 1998
------------- -------------
(unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 653,704 $ 326,225
Accounts receivables, net of allowance for
doubtful accounts of $54,766 522,761 405,350
Inventories 37,925 45,454
Income tax refund receivable - 1,549
Current portion of receivable from stockholders 13,275 8,850
Other current assets 276,683 1,422
------------- -------------
Total current assets 1,504,348 788,850
Property, plant and equipment, net:
Membership recreational mining properties 1,272,282 1,025,850
Alaska recreational mining properties 1,449,907 1,452,640
Outdoor Channel equipment and improvements 336,609 263,769
Other equipment and leasehold improvements 203,083 168,189
------------- -------------
Property, plant and equipment, net 3,261,881 2,910,448
Trademark, net of accumulated amortization of
$22,254 and $18,606 87,344 90,992
Deposits and other assets 46,625 42,200
------------- -------------
Totals $ 4,900,198 $ 3,832,490
============= =============
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
-3-
<PAGE>
GLOBAL OUTDOORS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' DEFICIT
<TABLE>
<CAPTION>
June 30 December 31
------------- -------------
1999 1998
------------- -------------
(unaudited)
<S> <C> <C>
Current liabilities:
Accounts payable and accrued expenses $ 454,800 $ 547,229
Customer deposits 560,633 -
Current portion of notes and capital lease
obligations payable 1,031,094 999,038
Current portion of stockholder loans 1,770 1,770
------------- -------------
Total current liabilities 2,048,297 1,548,037
Stockholders loans, net of current portion 434,520 462,637
Other notes and capital lease obligations payable,
net of current portion 206,349 339,217
Deferred revenue 1,487,700 1,431,823
Deferred satellite rent obligations 604,810 474,920
Deferred compensation 262,500 260,000
------------- -------------
Total liabilities 5,044,176 4,516,634
------------- -------------
Commitments and contingencies
Minority interest in subsidiary 269,087 40,102
------------- -------------
Stockholders' deficit:
Convertible preferred stock, nonvoting, 10%
noncumulative, no liquidation preference,
$.001 par value; 10,000,000 shares authorized;
60,675 shares issued and outstanding 61 61
Common stock, $.02 par value; 50,000,000
shares authorized; shares issued and outstanding:
5,266,073 at June 30, 1999; 5,253,937 at
December 31, 1998 105,321 105,079
Common stock subscriptions receivable (221,250) (221,250)
Additional paid-in capital 3,313,535 3,313,777
Accumulated deficit (3,610,732) (3,921,913)
------------- -------------
Total stockholders' deficit (413,065) (724,246)
------------- -------------
Totals $ 4,900,198 $ 3,832,490
============= =============
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
-4-
<PAGE>
GLOBAL OUTDOORS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
------------------ ----------------
June 30 June 30
------- -------
(unaudited) (unaudited)
1999 1998 1999 1998
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Revenues:
Membership services $ 663,393 $ 1,073,197 $ 1,509,927 $ 1,758,136
Advertising 954,642 615,006 1,716,318 1,040,117
Subscriber fees 300,280 34,885 442,847 45,641
------------- ------------- ------------- -------------
Total revenues 1,918,315 1,723,088 3,669,092 2,843,894
------------- ------------- ------------- -------------
Expenses:
Satellite transmission fees 518,789 563,819 1,037,474 1,081,640
Advertising and programming 18,727 38,425 67,554 129,105
Selling, general and administrative 1,387,511 1,007,485 2,557,590 1,784,860
------------- ------------- ------------- -------------
Total expenses 1,925,027 1,609,729 3,662,618 2,995,605
------------- ------------- ------------- -------------
Income (loss) from operations (6,712) 113,359 6,474 (151,711)
Other income (expense):
Gain on sale of common stock of subsidiary - 192,172 408,859 591,067
Interest, net (34,546) (85,242) (83,009) (116,759)
------------- ------------- ------------- -------------
Income (loss) before provision for
income taxes and minority interest (41,258) 220,289 332,324 322,597
Provision for income taxes - - 800 -
------------- ------------- ------------- -------------
Income (loss) before minority interest (41,258) 220,289 331,524 322,597
Minority interest in net (income) loss of
consolidated subsidiary (32,013) 49,307 (20,343) 66,587
------------- ------------- ------------- -------------
Net income (loss) $ (73,271) $ 269,596 $ 311,181 $ 389,184
============= ============= ============= =============
Earnings (loss) per common share:
Basic $ (0.01) $ 0.06 $ 0.06 $ 0.09
============= ============= ============= =============
Diluted $ (0.01) $ 0.06 $ 0.06 $ 0.09
============= ============= ============= =============
Weighted average number of common
shares outstanding
Basic 5,262,028 4,498,813 5,264,050 4,498,667
============= ============= ============= =============
Diluted 5,400,361 4,498,813 5,402,383 4,498,667
============= ============= ============= =============
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
-5-
<PAGE>
GLOBAL OUTDOORS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Six Months Ended June 30
-----------------------------
1999 1998
------------- -------------
(unaudited)
<S> <C> <C>
Operating Activities:
Net income $ 311,181 $ 389,184
Adjustments to reconcile net income to
net cash used in operating activities:
Depreciation and amortization 123,486 116,051
Common stock issued for services 1,504
Rent expense paid through offsets against
stockholder note receivable - 25,500
Interest on stock subscription receivable (4,425) (4,425)
Gain on sale of common stock of subsidiary (408,859) (591,067)
Minority interest in net income (loss) of
consolidated subsidiary 20,343 (66,587)
Cash supplied (used) by changes in operating
assets and liabilities:
Accounts receivable (117,411) (135,940)
Inventories 7,529 23,172
Income taxes receivable 1,549 92,764
Other current assets (275,262) (593,365)
Deposits and other assets (4,425) (24,341)
Accounts payable and accrued expenses (73,371) (179,911)
Deferred revenue 55,877 (239,548)
Deferred rent obligations 129,890 (36,357)
Deferred compensation 2,500 45,500
Customer deposits 541,575 558,781
------------- -------------
Net cash provided by (used in) operating activities: 310,177 (619,085)
------------- -------------
Investing Activities:
Purchase of property, plant and equipment (471,271) (120,341)
Expenditures for trademarks - (2,529)
------------- -------------
Net cash used in investing activities (471,271) (122,870)
------------- -------------
Financing Activities:
Principal payments on long-term debt and capital leases (100,812) (94,283)
Principal payment on stockholder loans (28,117) -
Return of funds to investors - (4,000)
-6-
<PAGE>
Sale of subsidiary stock to the public 617,502 649,000
------------- -------------
Net cash provided by financing activities 488,573 550,717
------------- -------------
Net increase (decrease) in cash and cash equivalents 327,479 (191,238)
Cash and cash equivalents, beginning of period 326,225 373,368
------------- -------------
Cash and cash equivalents, end of period $ 653,704 $ 182,130
============= =============
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
-7-
<PAGE>
GLOBAL OUTDOORS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 1. Organization, Management Statement and Reference to Form 10-KSB
Organization
- ------------
Global Outdoors, Inc. (the "Company") owns a majority interest in The Outdoor
Channel, Inc. ("The Outdoor Channel" or "Channel"), a national television
network devoted primarily to traditional outdoor activities, such as hunting,
fishing, shooting sports, rodeo and recreational gold prospecting. The Company
has a variety of other business activities. The Company receives revenues from
the sale of memberships in a gold prospecting club, Gold Prospectors'
Association of America, Inc. ("GPAA") and from the sale of memberships in Lost
Dutchman's (LDMA-AU, Inc.) 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 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
receives revenues from its Trips and outings division which includes its "Alaska
trip," a recreational gold mining expedition to the Company's Cripple River
property located near Nome, Alaska, advertising revenue in a bi-monthly
magazine, advertising revenues through cable television programming on 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.
Management Statement
- --------------------
The interim financial statements for the periods reported include all
adjustments which in the opinion of management are necessary in order to make
the financial statements not misleading. The results of operations for the
quarter and six month period ended June 30, 1999, are not necessarily indicative
of the results to be expected for the full year.
Reference to Form 10-KSB
- ------------------------
Please refer to the Company's Form 10-KSB for the year ended December 31, 1998
for additional information and disclosures which may be of interest to the
reader hereof.
NOTE 2. STOCKHOLDERS' EQUITY
On September 12, 1994, the Company effected a 2 for 1 forward split of its
common stock. On March 4, 1992, the Company effected a 1 for 20 reverse split of
its common stock. On May 1, 1989, the Company distributed a 10% common stock
dividend. Share amounts and prices herein have been adjusted to reflect the
foregoing activity.
-8-
<PAGE>
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, 1998.
COMPARISON OF QUARTERS ENDED JUNE 30, 1999 AND JUNE 30, 1998
REVENUES. The Company's revenues include revenues from advertising fees,
GPAA and Lost Dutchman's membership sales, product sales and Trips and outings
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 June 30, 1999 were $1,918,315, an
increase of $195,227, or 11%, compared to revenues of $1,723,088 for the quarter
ended June 30, 1998. This increase was the result of changes in several items
composing revenue. Advertising increased significantly to $954,642 for the
quarter ended June 30, 1999 from $615,006 for the quarter ended June 30, 1998,
primarily due to an increase in advertising revenue on The Outdoor Channel.
Subscriber fees increased dramatically to $300,280 for the quarter ended June
30, 1999 from $34,885 for the quarter ended June 30, 1998, primarily due to
carriage of The Outdoor Channel on the Dish Network. Membership services
decreased significantly to $663,393 for the quarter ended June 30, 1999 from
$1,073,197 for the quarter ended June 30, 1998, due principally to the
cumulative effect of the Company devoting its primary resources to development
of The Outdoor Channel and to the change in Lost Dutchman's membership life that
occurred in 1998.
EXPENSES. The Company's expenses consist primarily of the cost of satellite
transponder and uplink facilities, programming, advertising and promotion, sales
and administrative salaries, office expenses and general overhead. Expenses for
the quarter ended June 30, 1999 were $1,925,027, an increase of $315,298, or
20%, compared to $1,609,729 the quarter ended June 30, 1998. This increase was
primarily the result of an increase in selling, general and administrative
expenses which increased significantly to $1,387,511 for the quarter ended June
30, 1999, compared to $1,007,485 for the quarter ended June 30, 1998. This
increase was due primarily to growth at The Outdoor Channel. Advertising and
programming decreased substantially to $18,727 for the quarter ended June 30,
1999, compared to $38,425 for the quarter ended June 30, 1998, due to less
emphasis in this area by management. Satellite transmission fees remained near
the same level at $518,789 for the quarter ended June 30, 1999 compared to
$563,819 quarter ended June 30, 1998, due to satellite transponder expenses
plateauing.
INCOME BEFORE PROVISION FOR INCOME TAXES AND MINORITY INTEREST. Income
before provision for income taxes and minority interest decreased substantially
as a percentage of revenues to (2%) for the quarter ended June 30, 1999 from 13%
for the quarter ended June 30, 1998. This was due primarily to the Company
having a loss from operations of $(6,712) and no Gain on sale of common stock
for the quarter end June 30, 1999, compared to a income from operations of
$113,359 and Gain on sale of common stock for the quarter ended June 30, 1998.
There was no Gain on sale of common stock of subsidiary for the quarter ended
June 30, 1998, due to The Outdoor Channel closing its private placement on March
5, 1999.
GENERAL
Global Outdoors, Inc. (the "Company" or "Global") is the principal owner of
The Outdoor Channel, Inc. which owns and operates The Outdoor Channel ("The
Outdoor Channel" or "Channel"), the first national television network devoted
primarily to traditional outdoor activities, such as hunting, fishing, shooting
sports, rodeo 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,
-9-
<PAGE>
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 35,000 active members. GPAA also sells products and
services related to recreational gold prospecting and is the publisher of the
Gold Prospector magazine. The Company's Trips and outings Division sponsors
unique recreational prospecting trips to the historic Mother Lode area of
California and to the Company's 2300 acre camp, located 11 miles west of Nome,
Alaska.
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 a primary
vehicle to promote the Company's services and products and anticipates that it
will be a factor in the future growth of GPAA, Lost Dutchman's and the Trips
Division. In that regard, the Company entered into a long term contract with The
Outdoor Channel whereby the Company has the rights to ten hours of programming
time and thirty sixty second advertising spots per week.
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 Outdoor Channel is committed
to converting visibility for the Channel's programming into greater distribution
into cable households. Greater distribution will allow The Outdoor Channel to
charge higher advertising rates, command higher subscriber fees from cable
affiliates, attract more advertisers and receive greater revenues for the
Company's products.
In 1998, The Outdoor Channel signed an affiliation agreement with EchoStar
Satellite Corporation ("EchoStar"), one of the largest direct broadcast
satellite companies ("DBS") in the U.S. with approximately three million
subscribers. The Outdoor Channel's launch on EchoStar's Dish Network occurred in
December 1998. Commencing February 1, 1999, The Outdoor Channel has been
available on the Dish Network on an al a carte basis (i.e stand alone) for a fee
of $1.99 per month. Through September 21, 1999, there were approximately 155,000
subscribers to The Outdoor Channel on the Dish Network. The Channel receives a
significant portion of the monthly subscriber fees.
A primary objective of the Company is for The Outdoor Channel to obtain
distribution. To accomplish this objective the Channel seeks to sign national
carriage agreements with MSOs and thereafter carriage agreements with the MSOs'
individual cable affiliates. 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. As of
October 1999 The Outdoor Channel was launched on approximately 1,600 cable
systems with approximately 4.3 million subscribers. The Outdoor Channel is under
contract with or has signed national carriage agreements with over 75 of the top
100 multi-system cable operators representing over 40 million potential
households.
As of October 1999, the Company is generating sufficient cash flow from
operations to meet its short-term cash flow requirements. The Outdoor Channel is
also meeting its short-term cash flow requirements and is profitable. Management
believes that the Company's existing cash resources and anticipated cash flow
from operations will be sufficient to fund the Company's operations at current
and moderately expanded levels for the next twelve months. In the event that the
Company desires to grow at an accelerated rate, to the extent that its
anticipated cash flow is insufficient to finance the Company's working capital
requirements, the Company could be required to seek 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
-10-
<PAGE>
shareholders as a result of any such financing. At the current level of
operations, the Company is retiring some of its existing debt and is planning to
finish significant improvements on its Stanton Property and make further
improvements to some of its other properties. At the current level of
operations, the Channel has increased its promotional activities and has
augmented its professional staff. The Company anticipates that The Outdoor
Channel will commence retiring some of its debt with the Company in the second
half of 1999. The Company presently intends to utilize such funds to be in a
position to retire a portion of its bank loan and make Lost Dutchmans and GPAA
acquisitions and improvements.
Since July 30, 1997, the Company's Common Stock has been traded on the
NASD's over the counter Bulletin Board under the symbol "GLRS." Price quotes on
the Company's Common Stock can be obtained from any stockbroker. Also, price
quotes can be obtained from a number of other sources including internet sites
on America On Line, Yahoo Finance and Paww's Financial Network.
YEAR 2000
Computer systems, computer software and equipment dependent on
microprocessors may cease to function or work incorrectly when the year 2000
arrives. The problem affects those systems and computer products which are
programmed to use a two digit code for the year, and may read the code "00" as
1900 rather than 2000. To prevent critical failures of important computers or
products, this problem, sometimes referred to as the"Year 2000" problem, must be
identified and corrected. Systems and equipment that will not experience this
problem are generally referred to as "Year 2000 compliant."
The Company has reviewed all its systems, and based on its review, believes
it will not have any material "in house" problems regarding the Year 2000 and is
Year 2000 compliant. The Company has not incurred any material expense regarding
this review.
The Company believes that, with respect to technological operations which
are dependent on third parties, the worst case scenario for the Company would be
for critical vendors or service providers to have Year 2000 problems. These
critical vendors and suppliers include bank card processors, long distance
telephone service providers, the full time satellite provider and uplink
service. Although the significant vendors have advised us that they are in
compliance, contingency plans include alternative vendors and suppliers.
-11-
<PAGE>
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.
-12-
<PAGE>
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: October 29, 1999 By: /s/ PERRY T. MASSIE
----------------------------
PERRY T. MASSIE,
President and Chief
Executive Officer
Dated: October 29, 1999 By: /s/ RONALD D. WARD
-------------------------
RONALD D. WARD,
Controller
(Principal Financial and Accounting Officer)
-13-
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 653,704
<SECURITIES> 0
<RECEIVABLES> 590,802
<ALLOWANCES> 54,766
<INVENTORY> 37,925
<CURRENT-ASSETS> 1,504,348
<PP&E> 5,167,446
<DEPRECIATION> 1,905,565
<TOTAL-ASSETS> 4,900,198
<CURRENT-LIABILITIES> 2,048,297
<BONDS> 0
0
61
<COMMON> 105,321
<OTHER-SE> (518,447)
<TOTAL-LIABILITY-AND-EQUITY> 4,900,198
<SALES> 3,669,092
<TOTAL-REVENUES> 3,669,092
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 3,662,618
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 83,009
<INCOME-PRETAX> 332,324
<INCOME-TAX> 800
<INCOME-CONTINUING> 331,524
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 311,181
<EPS-BASIC> 0.06
<EPS-DILUTED> 0.06
</TABLE>
