FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 31, 1997
OR
[ ] 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: 0-18553
Ashworth, Inc.
Delaware 84-1052000
(State or other jurisdiction of (I.R.S. Employee
incorporation or organization) Identification No.)
2791 LOKER AVENUE WEST
CARLSBAD, CA 92008
(Address of Principal Executive Offices)
(760) 438-6610
(Telephone No. Including Area Code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X
No ____
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.
Title Outstanding at September 12, 1997
$.001 par value Common Stock 12,637,374
<PAGE>
<PAGE>
INDEX
PAGE
Part I. Financial Information
Item 1. Financial Statements.
Consolidated Balance Sheets 1
Consolidated Statements of Income 2
Consolidated Statements of Cash Flows 3
Notes to Consolidated Financial Statements 4
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 5
Part II. Other Information 8
Signatures 9
<PAGE>
ASHWORTH, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
July 31 October 31
1997 1996
ASSETS
CURRENT ASSETS:
<S> <C> <C>
Cash and cash equivalents $ 2,926,250 $ 1,953,918
Accounts receivable-trade 17,398,466 8,835,663
Accounts receivable-other 515,776 877,471
Inventories 25,578,066 24,729,179
Deferred income tax benefit 1,201,895 1,755,216
Income tax refund receivable 89,610 1,769,119
Other current assets 1,358,158 1,815,128
---------- ----------
Total current assets 49,068,221 41,735,694
PROPERTY AND EQUIPMENT 18,943,209 17,880,437
Less accumulated depreciation (8,380,706) (6,694,349)
---------- ----------
10,562,503 11,186,088
CAPITAL LEASES - EQUIPMENT 1,805,973 1,971,221
Less accumulated amortization (882,610) (963,556)
---------- ----------
923,363 1,007,665
OTHER ASSETS 1,807,461 982,714
---------- ----------
$62,361,548 $54,912,161
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Notes payable $0 $0
Current portion of long-term debt 1,534,712 1,512,051
Accounts payable-trade 5,518,401 5,969,495
Accrued salaries and commissions 1,338,437 965,465
Accrued liabilities - other 1,492,951 1,705,480
---------- ----------
Total current liabilities 9,884,501 10,152,491
LONG-TERM DEBT, less current portion 4,299,650 5,307,284
OTHER LONG-TERM LIABILITIES 658,329 0
DEFERRED INCOME TAX LIABILITY 648,512 585,815
STOCKHOLDERS' EQUITY:
Common stock 12,430 12,163
Capital in excess of par value 27,415,682 24,217,654
Retained earnings 19,522,307 14,699,461
Deferred compensation (71,893) (109,954)
Accumulated translation-
currency conversion (7,970) 47,247
---------- ----------
Total stockholders' equity 46,870,556 38,866,571
---------- ----------
$62,361,548 $54,912,161
========== ==========
</TABLE>
PAGE
<PAGE>
ASHWORTH, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
Three months ended July 31 Nine months ended July 31
1997 1996 1997 1996
<S> <C> <C> <C> <C>
NET SALES $21,702,211 $17,883,768 $72,161,067 $61,309,316
COST OF GOODS SOLD 13,722,007 11,191,121 45,056,462 37,060,820
---------- ---------- ---------- ----------
Gross profit 7,980,204 6,692,647 27,104,605 24,248,496
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 6,504,000 6,125,132 18,672,370 17,481,438
---------- ---------- ---------- ----------
Operating profit 1,476,204 567,515 8,432,235 6,767,058
OTHER INCOME (EXPENSE):
Interest income 14,592 6,048 23,249 28,462
Interest expense (136,110) (262,668) (471,140) (960,754)
Other income (expense) (105,096) 84,471 (122,006) 49,987
---------- ---------- ---------- ----------
Total other
(expense) (226,614) (172,149) (569,897) (882,305)
Income before income
tax provision 1,249,590 395,366 7,862,338 5,884,753
INCOME TAX PROVISION 482,167 197,166 3,039,492 2,335,305
---------- ---------- ---------- ----------
Net income $767,423 $198,200 $4,822,846 $3,549,448
========== ========= ========== ==========
NET INCOME PER COMMON AND
COMMON EQUIVALENT SHARE:
Primary:
Weighted average shares
outstanding 13,825,696 12,154,206 12,846,818 12,093,234
Net earnings per share $0.06 $0.02 $0.38 $0.29
Fully Diluted:
Weighted average shares
outstanding 13,843,762 12,154,206 13,352,741 12,093,053
Net earnings per share $0.06 $0.02 $0.36 $0.29
</TABLE>
PAGE
<PAGE>
ASHWORTH, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Nine months ended July 31
1997 1996
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C>
Net cash used in operating activities ($318,070) $4,207,779
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (844,431) (2,111,474)
Proceeds from sale of equipment 20,835 1,701
---------- ----------
Net cash used in investing activities (823,596) (2,109,773)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock 3,198,295 344,300
Proceeds from revolving line of credit 16,335,000 19,630,000
Principal payments on
revolving line of credit (16,335,000) (22,575,000)
Proceeds from long-term borrowings 0 1,930,013
Principal payments on long-term debt (789,897) (896,457)
Principal payments on
capital lease obligations (294,400) (574,775)
---------- ----------
Net cash provided (used) by
financing activities 2,113,998 (2,141,919)
---------- ----------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS 972,332 (43,913)
CASH AND CASH EQUIVALENTS,
beginning of period 1,953,918 1,613,029
---------- ----------
CASH AND CASH EQUIVALENTS,
end of period $2,926,250 $1,569,116
========== ==========
</TABLE>
PAGE
<PAGE>
ASHWORTH, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
July 31, 1997
NOTE 1- Basis of Presentation.
In the opinion of management, the accompanying
consolidated balance sheets and related interim
consolidated statements of income and cash flows include
all adjustments (consisting only of normal recurring
items) necessary for their fair presentation. The
preparation of financial statements in conformity with
generally accepted accounting principles requires
management to make estimates and assumptions that affect
the reported amounts of assets, liabilities, revenues,
and expenses. Actual results could differ from those
estimates. Interim results are not necessarily
indicative of results for a full year.
Certain information in footnote disclosure normally
included in financial statements has been condensed or
omitted in accordance with the rules and regulations of
the Securities and Exchange Commission. The information
included in this Form 10-Q should be read in conjunction
with Management's Discussion and Analysis and financial
statements and notes thereto included in the annual
report on Form 10-K for the year ended October 31, 1996.
NOTE 2 - Inventories.
Inventories consisted of the following at July 31, 1997
and October 31, 1996:
<TABLE>
<CAPTION>
July 31 October 31
1997 1996
----------- -----------
<S> <C> <C>
Raw materials $ 4,382,227 $ 3,258,555
Work in Process 2,986,401 1,937,069
Finished Goods 18,209,438 19,533,555
---------- ----------
$25,578,066 $24,729,179
========== ==========
</TABLE>
NOTE 3 - Property & Equipment - Leased.
During the nine month period ended July 31, 1997,
equipment leases with an original capital value of
$267,816 expired, or were soon to expire, and were
purchased for their residual values. The original
capitalized amounts were transferred to Property and
Equipment (Company-owned).
NOTE 4 - Long-Term Debt.
During the nine month period ended July 31, 1997, long-term debt and
the current portion of long-term debt decreased by $984,973. The Company
entered into a capital lease for $99,324 to acquire an embroidery
machine in its Ashworth UK operation. Principal repayments on equipment
financing agreements and capital leases were $1,084,297.
<PAGE>
NOTE 5 - Per Share Information.
Earnings per share amounts are computed based on the
weighted average number of shares actually outstanding
plus the shares that would be outstanding assuming the
conversion of the outstanding dilutive options, all of
which are considered to be Common Stock equivalents. The
number of shares that would be issued from the exercise
of stock options has been reduced by the number of shares
that could have been purchased from the proceeds at the
average market price of the Company's stock, limited to
20% of the shares actually issued and outstanding. The
value of the options in excess of the 20% limit has been
used to calculate the interest savings that would have
occurred had these funds been used to pay down long term
debt. These theoretical savings for the quarter have been
added to net income for the earnings per share
calculation. The amount added for the Primary calculation
was $53,985 and for Fully Diluted it was $21,766.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operation.
Results of Operations
Third Quarter 1997 compared to Third Quarter 1996
Consolidated sales for the quarter increased 21.4% to $21,702,000 from
$17,884,000 for the same period in 1996. This increase was primarily
due to increased sales volume resulting from demand for the brand and
stronger than anticipated reorders. Domestic sales for the quarter
increased 41.2% to $18,112,000 from $12,826,000 in the July quarter
1996, primarily due to stronger than anticipated demand and improved
sell-through in green grass shops, and specialty and upscale department
stores. Foreign sales decreased 29.0% to $3,590,000 from $5,057,000. The
decrease was primarily due to the Company's decision to change its
distributor in Japan and was partially offset by the $1,129,000 increase in
sales by Ashworth UK in Europe. The Company added 40 more locations to
its in-store shop program during the quarter bringing the total number
of commitments to 165 shops since November 1996.
Gross profit decreased to 36.8% from 37.4% in 1996, due primarily to
sales of prior season inventory at below cost wholesale prices in the
quarter.
Selling, General and Administrative expenses decreased in the quarter to
30.0% of sales compared to 34.2% in the July quarter 1996. The decrease
resulted from the cost containment programs set in place earlier in the
year, and Management expects this trend of lower expenses as a percent
of sales to continue.
Other expense increased to $227,000 from $172,000 in the third quarter
of 1996, due primarily to currency transaction losses at Ashworth UK Ltd
in its transactions with its customers in Europe, offset by lower
interest expense on reduced bank borrowings.
<PAGE>
Nine months ended July 31, 1997 compared to Nine months ended July
31,1996
Consolidated sales for the first nine months of fiscal 1997 increased
17.7% to $72,161,000 from $61,309,000 for the same period in 1996.
Domestic sales increased 24.5% to $56,260,000 as compared to $45,186,000
for the same period of the prior year. This increase was primarily due
to increased sales volume resulting from demand for the Ashworth brand
and stronger than normal reorders. Foreign sales decreased 1.4% to
$15,901,000 as compared to $16,123,000 for the same period in fiscal
year 1996. This decrease was due primarily to the Company's decision to
change its distributor in Japan and was partially offset by the $2,127,000
increase in sales by Ashworth UK in Europe.
Gross profit decreased to 37.6% from 39.6% in 1996, due primarily to a
somewhat larger proportion of the sales mix being at a lower margin in
the first nine months of fiscal 1997 and to sales of prior season
inventory at below wholesale prices.
Selling, General and Administrative expenses decreased in the nine month
period to 25.9% of sales compared to 28.5% in the same period of the
prior year. A cost containment program was set in place during the
first quarter of fiscal 1997 and management intends to continue
exploring other cost containment measures.
Other expense decreased to $570,000 from $882,000 in the first nine
months of fiscal 1996. This decrease was due primarily to lower interest
expense on reduced bank borrowings offset by currency transaction losses
at Ashworth UK Ltd in its transactions with its customers in Europe.
Financial Condition
The Company has a working capital line of credit with Bank of
America. At July 31, 1997 and at October 31, 1996, the Company had no
borrowings against the line as compared to $3,725,000 at July 31, 1996.
The current available line of credit is $20,000,000 and management
believes that the line of credit base is adequate for the remainder of
the 1997 fiscal year.
Trade receivables were $17,398,000 at July 31, 1997, an increase of
$8,563,000 over the balance at October 31, 1996. Because the Company's
business is seasonal, the receivables balance should be compared to the
balance of $15,030,000 at July 31, 1996, rather than the balance at
October 31, 1996. This 15.8% increase was in line with the 21.4%
increase in sales in the third quarter.
Inventory increased to $25,578,000 from $24,729,000 at October 31, 1996,
an increase of 3.4%. Compared to the inventory of $24,940,000 at July
31, 1996, inventory increased 2.6% which was below the 21.4% increase in
sales for the third quarter. In-stock levels of the Company's Basics
products have increased due to higher demand and the growing customer
base. Management will continue to reduce inventory in selected
categories throughout the remainder of 1997.
<PAGE>
During the nine months ended July 31, 1997, the Company expended
$947,000 on capital equipment. The expenditure was for an embroidery
machine, computer equipment, warehouse equipment, store fixtures and
leasehold improvements.
Common stock and additional paid in capital increased by $3,198,000 in
the nine months ended July 31, 1997. Stock options for 366,250 shares
were exercised in the period contributing $2,694,000 of the increase.
Additionally, in the period from November 1, 1996 through July 31, 1997
$504,000 was credited to additional paid in capital under the rules of
FAS 123 - Accounting for Stock-Based Compensation for the fair value of
stock options granted to consultants since December 15, 1995.
Derivatives
The Company has a foreign currency exposure risk in relation to its
subsidiary Ashworth UK Ltd. To reduce this risk, management has entered
into foreign exchange contracts with its bank to hedge against the
impact of currency fluctuations between the U.S dollar and the British
pound. Currently, the Company has two contracts outstanding and each
one provides that the Company will sell 300,000 GB pounds to the bank
for a specified number of U.S. dollars on a specified date.
<PAGE>
<PAGE>
Part II. Other Information
Item 1. Legal Proceedings.
There were no material pending or threatened legal proceedings to
which the Company or any of its subsidiaries was a party or of which any
of their property was the subject during the fiscal quarter ended July
31, 1997.
Item 2. Changes in Securities - None.
Item 3. Defaults upon Senior Securities - None.
Item 4. Submission of Matters to a Vote of Security Holders - None
Item 5. Other Information - None.
Item 6. Exhibits and Reports on Form 8-K.
Exhibit No. Description of Exhibit
27 Financial Data Schedule.
Form 8-K:
During the third quarter of the fiscal year ended October 31, 1997
the Company filed a Form 8-K reporting that Mr. John L. Ashworth
activated a previously established (01/01/95) multi-year consulting
agreement with the Company whereby he resigned as senior executive vice
president. Mr. Ashworth will continue to serve as a consultant on an on-going
basis and will continue to serve on the Company's board of directors. Pursuant
to the consulting agreement, Mr. Ashworth will continue to work with the
Company's chief executive officer and creative staff to visualize and
identify Company direction and evolve brand image.
PAGE
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Ashworth, Inc
Date: September 15, 1997 By: /s/ Randall L. Herrel, Sr.
Randall L. Herrel, Sr.
President and
Chief Executive Officer
Date: September 15, 1997 By: /s/ John Newman
John Newman
Chief Financial Officer and
Chief Accounting Officer
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> OCT-31-1997
<PERIOD-START> NOV-01-1996
<PERIOD-END> JUL-31-1997
<CASH> 2,926,250
<SECURITIES> 0
<RECEIVABLES> 18,114,225
<ALLOWANCES> 715,759
<INVENTORY> 25,578,066
<CURRENT-ASSETS> 49,068,221
<PP&E> 20,749,182
<DEPRECIATION> 9,263,316
<TOTAL-ASSETS> 62,361,548
<CURRENT-LIABILITIES> 9,884,501
<BONDS> 4,299,650
<COMMON> 12,430
0
0
<OTHER-SE> 46,858,126
<TOTAL-LIABILITY-AND-EQUITY> 62,361,548
<SALES> 72,161,067
<TOTAL-REVENUES> 72,161,067
<CGS> 45,056,462
<TOTAL-COSTS> 63,728,832
<OTHER-EXPENSES> 122,006
<LOSS-PROVISION> 132,430
<INTEREST-EXPENSE> 447,891
<INCOME-PRETAX> 7,862,338
<INCOME-TAX> 3,039,492
<INCOME-CONTINUING> 4,822,846
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,822,846
<EPS-PRIMARY> 0.38
<EPS-DILUTED> 0.36
