<PAGE> 1
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 APRIL 30, 2000
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.
<TABLE>
<S> <C>
Title Outstanding at MAY 28, 2000
$.001 PAR VALUE COMMON STOCK 13,411,573
</TABLE>
<PAGE> 2
INDEX
<TABLE>
<CAPTION>
PAGE
<S> <C>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEETS 1
CONDENSED CONSOLIDATED STATEMENTS OF INCOME 2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS 3
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 4
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 7
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 11
PART II. OTHER INFORMATION 11
SIGNATURES 15
</TABLE>
<PAGE> 3
ASHWORTH, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
April 30, October 31,
2000 1999
------------ ------------
ASSETS (UNAUDITED)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 931,000 $ 6,507,000
Accounts receivable-trade, net 37,464,000 21,194,000
Accounts receivable - other 1,303,000 1,686,000
Inventories 34,344,000 30,644,000
Income tax refund receivable -- 1,099,000
Other current assets 2,025,000 1,928,000
Deferred income tax asset 1,392,000 1,503,000
------------ ------------
Total current assets 77,459,000 64,561,000
------------ ------------
PROPERTY, PLANT AND EQUIPMENT 28,687,000 26,955,000
Less accumulated depreciation and amortization (14,831,000) (13,852,000)
------------ ------------
13,856,000 13,103,000
------------ ------------
OTHER ASSETS 2,188,000 2,442,000
------------ ------------
$ 93,503,000 $ 80,106,000
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Line of credit $ 5,855,000 $ --
Current portion of long-term debt 679,000 681,000
Accounts payable-trade 4,167,000 3,460,000
Income taxes payable 1,696,000 --
Accrued liabilities 4,951,000 2,686,000
------------ ------------
Total current liabilities 17,348,000 6,827,000
------------ ------------
LONG-TERM DEBT, net of current portion 3,840,000 2,764,000
DEFERRED INCOME TAX LIABILITY 750,000 750,000
OTHER LONG TERM LIABILITIES 353,000 339,000
STOCKHOLDERS' EQUITY:
Common stock 13,000 14,000
Capital in excess of par value 39,262,000 40,830,000
Retained earnings 32,361,000 28,644,000
Accumulated other comprehensive loss (424,000) (62,000)
------------ ------------
71,212,000 69,426,000
------------ ------------
$ 93,503,000 $ 80,106,000
============ ============
</TABLE>
1
<PAGE> 4
ASHWORTH, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
Three months ended April 30, Six months ended April 30,
------------------------------- -------------------------------
2000 1999 2000 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
NET REVENUE $ 41,272,000 $ 35,690,000 $ 63,771,000 $ 55,352,000
COST OF GOODS SOLD 24,381,000 22,120,000 38,850,000 35,541,000
------------ ------------ ------------ ------------
Gross profit 16,891,000 13,570,000 24,921,000 19,811,000
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 10,641,000 9,525,000 18,073,000 16,404,000
------------ ------------ ------------ ------------
Income from operations 6,250,000 4,045,000 6,848,000 3,407,000
OTHER INCOME (EXPENSE):
Interest income 7,000 10,000 40,000 20,000
Interest expense (229,000) (163,000) (315,000) (273,000)
Other expense (335,000) (69,000) (429,000) (131,000)
------------ ------------ ------------ ------------
Total other expense (557,000) (222,000) (704,000) (384,000)
Income before provision for
income tax expense 5,693,000 3,823,000 6,144,000 3,023,000
PROVISION FOR INCOME TAX
EXPENSE 2,249,000 1,495,000 2,427,000 1,182,000
------------ ------------ ------------ ------------
Net income $ 3,444,000 $ 2,328,000 $ 3,717,000 $ 1,841,000
============ ============ ============ ============
NET EARNINGS PER SHARE
Basic:
Weighted average shares
outstanding 13,467,000 14,080,000 13,576,000 14,080,000
Net earnings per share $ 0.26 $ 0.17 $ 0.27 $ 0.13
Diluted:
Weighted average shares
outstanding 13,498,000 14,082,000 13,598,000 14,084,000
Net earnings per share $ 0.26 $ 0.17 $ 0.27 $ 0.13
</TABLE>
2
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ASHWORTH, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Six months ended April 30,
-------------------------------
2000 1999
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
NET CASH USED IN OPERATING ACTIVITIES ($ 8,828,000) ($ 3,201,000)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (1,746,000) (543,000)
------------ ------------
NET CASH USED IN INVESTING ACTIVITIES (1,746,000) (543,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on capital
lease obligations (22,000) (37,000)
Borrowing on line of credit 17,723,000 14,640,000
Payments on line of credit (11,868,000) (13,825,000)
Proceeds from long-term borrowing 1,441,000 --
Principal payments on notes payable
and long-term debt (345,000) (484,000)
Payments for repurchase of common stock (1,569,000) --
Proceeds from issuance of common stock -- 2,000
------------ ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 5,360,000 296,000
EFFECT OF EXCHANGE RATE CHANGES ON CASH (362,000) (97,000)
------------ ------------
NET DECREASE IN CASH AND
CASH EQUIVALENTS (5,576,000) (3,545,000)
CASH AND CASH EQUIVALENTS,
beginning of period 6,507,000 4,763,000
------------ ------------
CASH AND CASH EQUIVALENTS, end of period $ 931,000 $ 1,218,000
============ ============
</TABLE>
3
<PAGE> 6
ASHWORTH, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2000
NOTE 1- BASIS OF PRESENTATION.
In the opinion of management, the accompanying condensed consolidated
balance sheets and related interim condensed 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
and the disclosure of contingent assets and liabilities. Actual results
could differ from those estimates. Interim results are not necessarily
indicative of results to be expected for the 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 of Financial Condition and Results of Operations,
and consolidated financial statements and notes thereto included in the
annual report on Form 10-K for the year ended October 31, 1999 filed with
the Securities and Exchange Commission.
NOTE 2 - INVENTORIES.
Inventories consisted of the following at April 30, 2000, and October 31,
1999:
<TABLE>
<CAPTION>
April 30, October 31,
2000 1999
----------- -----------
<S> <C> <C>
Raw materials $ 1,061,000 $ 2,499,000
Work in process 621,000 3,427,000
Finished goods 32,662,000 24,718,000
----------- -----------
$34,344,000 $30,644,000
=========== ===========
</TABLE>
4
<PAGE> 7
NOTE 3 - EARNINGS PER SHARE INFORMATION.
Basic earnings per share has been computed based upon the weighted average
number of common shares outstanding during the period. Diluted earnings
per share has been computed based upon the weighted average number of
common shares outstanding plus the dilutive effects of common shares
potentially issuable from the exercise of stock options. Common stock
options are excluded from the computation of net earnings per share if
their effect is anti-dilutive. The following table sets forth the
computation of basic and diluted earnings per share based upon the
requirements of SFAS No. 128:
<TABLE>
<CAPTION>
Three months ended April 30, Six months ended April 30,
---------------------------- ----------------------------
2000 1999 2000 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
NUMERATOR:
Net income $ 3,444,000 $ 2,328,000 $ 3,717,000 $ 1,841,000
----------- ----------- ----------- -----------
Numerator for basic and diluted
earnings per share - income
available to common shareholders $ 3,444,000 $ 2,328,000 $ 3,717,000 $ 1,841,000
DENOMINATOR:
Denominator for basic earnings
per share - weighted average shares 13,467,000 14,080,000 13,576,000 14,080,000
Effect of dilutive securities:
employee stock options 31,000 2,000 22,000 4,000
----------- ----------- ----------- -----------
Denominator for diluted earnings
per share - adjusted weighted average
shares and assumed conversions 13,498,000 14,082,000 13,598,000 14,084,000
=========== =========== =========== ===========
BASIC EARNINGS PER SHARE $ 0.26 $ 0.17 $ 0.27 $ 0.13
DILUTED EARNINGS PER SHARE $ 0.26 $ 0.17 $ 0.27 $ 0.13
</TABLE>
For the quarters ended April 30, 2000 and 1999 the diluted
weighted average shares outstanding computation excludes
2,551,000 and 2,609,000 anti-dilutive options, respectively. For
the six months ended April 30, 2000 and 1999 the diluted
weighted average shares outstanding computation excludes
2,555,000 and 2,579,000 anti-dilutive options, respectively.
5
<PAGE> 8
NOTE 4 - COMPREHENSIVE INCOME.
As of November 1, 1998 the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive Income".
SFAS No. 130 establishes standards for the reporting and display of
comprehensive income and its components. SFAS No. 130 requires the
cumulative foreign currency translation adjustment to be included as a
component of the comprehensive income (loss) in addition to net income
(loss) for the period. For the quarters ended April 30, 2000 and 1999,
total comprehensive income was $3,161,000 and $2,272,000, respectively.
For the six-month periods ended April 30, 2000 and 1999, total
comprehensive income was $3,355,000 and $1,744,000, respectively.
NOTE 5 - LEGAL PROCEEDINGS.
On January 22, 1999, Milberg Weiss Bershad Hynes & Lerach LLP filed a
class action in the United States District Court for the Southern District
of California ("U.S. District Court") on behalf of purchasers of the
Company's common stock during the period between September 4, 1997 and
July 15, 1998 alleging violations of the Securities Exchange Act of 1934
by the Company and certain of its officers and directors. The complaint
alleged that, during the class period, Company executives made positive
statements about the Company's business including statements concerning
product demand, offshore production and inventories. The complaint further
alleged that the defendants knew these statements to be false and
concealed adverse conditions and trends in the Company's business during
the class period. The plaintiff seeks to recover unspecified damages on
behalf of all purchasers of the Company's common stock during the period
September 4, 1997 to July 15, 1998. The Company was served a copy of the
complaint on January 26, 1999. Subsequently, two other suits were served
upon the Company making similar allegations. The three actions have been
consolidated by order of the United States District Court and lead counsel
for the plaintiffs has been appointed. Per order of the Court, Plaintiffs
filed their Amended and Consolidated Complaint on December 17, 1999. On
February 18, 2000, the Company filed a motion to dismiss. On May 22, 2000
the Court heard the motion to dismiss and took it under submission. A
ruling has not been issued. No discovery has occurred to date.
6
<PAGE> 9
NOTE 6 - SEGMENT INFORMATION
The Company adopted Statement of Financial Accounting Standards ("SFAS")
No. 131, "Disclosures about Segments of an Enterprise and Related
Information", which established reporting disclosure standards for an
enterprise's operating segments. Operating segments are defined as
components of an enterprise for which separate financial information is
available and regularly reviewed by the Company's senior management. The
Company has the following two reportable segments: Domestic and
International. Management evaluates segment performance based primarily on
revenues and earnings from operations. Interest income and expense is
evaluated on a consolidated basis and is not allocated to the Company's
business segments. Segment information is summarized (for the dates or
periods presented below) as of April 30, 2000.
<TABLE>
<CAPTION>
Three Three Six Six
Months Months Months Months
Ended Ended Ended Ended
04/30/00 04/30/99 04/30/00 04/30/99
----------- ----------- ----------- ------------
<S> <C> <C> <C> <C>
Net Revenue:
Domestic $33,893,000 $29,235,000 $53,626,000 $ 47,230,000
International 7,379,000 6,455,000 10,145,000 8,122,000
----------- ----------- ----------- ------------
Total $41,272,000 $35,690,000 $63,771,000 $ 55,352,000
=========== =========== =========== ============
Earnings From Operations:
Domestic $ 4,921,000 $ 3,414,000 $ 6,043,000 $ 4,050,000
International 1,329,000 631,000 805,000 (643,000)
----------- ----------- ----------- ------------
Total $ 6,250,000 $ 4,045,000 $ 6,848,000 $ 3,407,000
=========== =========== =========== ============
</TABLE>
<TABLE>
April 30, October 31,
2000 1999
----------- -----------
<S> <C> <C>
Total Assets:
Domestic $86,693,000 $73,768,000
International 6,810,000 6,338,000
----------- -----------
Total $93,503,000 $80,106,000
=========== ===========
</TABLE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
SECOND QUARTER 2000 COMPARED TO SECOND QUARTER 1999
Consolidated net revenue for the second quarter of fiscal 2000 increased 15.6%
to $41,272,000 from $35,690,000 for the same period in 1999. Net revenue for the
domestic segment increased 15.9% to $33,893,000 from $29,235,000 in the second
quarter of 1999, primarily due to higher revenue from the Company's corporate
and golf related distribution channels. Net revenue for the foreign segment
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<PAGE> 10
increased 14.3% to $7,379,000 from $6,455,000 for the same period of the prior
year. The increase was primarily due to the higher revenue from the Company's
Canadian division, which increased 22.6% due to stronger demand, as well as
increased revenues in Asia and Europe.
Consolidated gross profit for the quarter increased to 40.9% as compared to
38.0% a year earlier. This was primarily due to improved sourcing as well as
improved inventory management and sales mix.
Consolidated selling, general, and administrative ("SG&A") expenses increased
11.7% to $10,641,000. As a percentage of net revenue, SG&A expenses decreased to
25.8% of net revenue for the second quarter of fiscal 2000 compared to 26.7% in
the second quarter of fiscal 1999 reflecting increased revenue and a continuing
focus on cost efficiencies. The Company installed an additional 120 golfman shop
fixtured locations during the second quarter, bringing the total number to 980
at April 30, 2000.
Net other expenses increased to $557,000 for the second quarter of fiscal 2000
from $222,000 in the second quarter of fiscal 1999, due primarily to a higher
currency transaction loss by Ashworth UK Ltd. in its transactions with Ashworth,
Inc. and its European customers as well as higher interest expense on the
increased borrowing on the Company's line of credit.
The effective income tax rate for the second quarter of fiscal 2000 was 39.5% of
pre-tax income compared with 39.1% in the second quarter of fiscal 1999.
SIX MONTHS ENDED APRIL 30, 2000 COMPARED TO SIX MONTHS ENDED APRIL 30, 1999
Consolidated net revenue for the first half of fiscal 2000 increased 15.2% to
$63,771,000 from $55,352,000 for the same period in fiscal 1999. Domestic
revenue increased 13.5% to $53,626,000 from $47,230,000 in the first half of
fiscal 1999, primarily due to higher sales in the Company's golf related and
corporate business. Net revenue for the foreign segment increased 24.9% to
$10,145,000 from $8,122,000 for the same period of the prior year. The increase
was primarily due to the improvement in sales by the Company's European
subsidiary, which grew by approximately $1,200,000 as well as in Canada, Asia
and South Africa.
Consolidated gross profit for the six months increased to 39.1% as compared to
35.8% for the same period a year earlier, primarily due to improved inventory
management, sourcing and sales mix.
Consolidated selling, general, and administrative expenses increased 10.2% to
$18,073,000. As a percentage of revenue, SG&A expenses decreased to 28.3% of net
revenue for the first six months of fiscal 2000 compared to 29.6% for the same
period in fiscal 1999 reflecting increased revenue and continuing focus on cost
efficiencies. The Company installed a total of 180 golfman shop fixtured
locations during the first half of fiscal year 2000, bringing the total number
to 980 at April 30, 2000.
Net other expenses increased to $704,000 from $384,000 in the first half of
fiscal 1999, due primarily to a higher currency transaction loss by Ashworth UK
Ltd. in its transactions with Ashworth, Inc. and its European customers as well
as higher interest expense on the increased borrowing on the Company's line of
credit.
The effective income tax rate in the first half of fiscal 2000 was 39.5% of
pre-tax income as compared to 39.1% in the first half of fiscal 1999.
8
<PAGE> 11
CAPITAL RESOURCES AND LIQUIDITY
The Company's primary sources of liquidity are expected to be its working
capital line of credit with its bank and other financial alternatives such as
leasing. The Company requires cash for expansion of its domestic and
international sales, capital expenditures and for general working capital
purposes. The Company has a $25,000,000 working capital line of credit with Bank
of America. At April 30, 2000, the Company had $5,855,000 outstanding against
the line as compared to $815,000 outstanding at April 30, 1999. The Company
believes that it was in compliance with all the covenants in its line of credit
agreement with the bank as of April 30, 2000.
Trade receivables-net were $37,464,000 at April 30, 2000, an increase of
$16,270,000 over the balance at October 31, 1999. Because the Company's business
is seasonal, the receivables balance may more meaningfully be compared to the
balance of $30,810,000 at April 30, 1999, rather than the year-end balance. This
shows an increase of 21.6% in net trade receivables which is roughly in line
with the 18.6% increase in consolidated credit net revenue for the second
quarter of fiscal year 2000.
Inventories increased to $34,344,000 from $30,644,000 at October 31, 1999, an
increase of 12.1% and compared to the inventory of $30,756,000 at April 30,
1999, inventory has increased by 11.7%, which management believes is outpaced by
current sales trends and estimated future demand for its products.
During the first six months of fiscal 2000, the Company incurred capital
expenditures of $1,746,000 mainly for warehouse automation, embroidery machines
and computer equipment.
Based upon current levels of operations, the Company expects that sufficient
cash flow will be generated from operations so that, combined with other
financing alternatives available, including cash on hand, bank credit
facilities, and leasing alternatives, the Company will be able to meet all of
its debt service, capital expenditure, and working capital requirements.
During the first six months of fiscal 2000, share capital and capital in excess
of par value decreased by $1,569,000, as a result of the Company repurchasing
365,000 shares of its common stock.
DERIVATIVES
From time to time, the Company enters into short-term foreign exchange contracts
with its bank to hedge against the impact of currency fluctuations between the
U.S. dollar and the British pound. The contracts provide that, on specified
dates, the Company will sell the bank a specified number of British pounds in
exchange for a specified number of U.S. dollars. Additionally, the Company's
subsidiary in England enters into similar contracts with its bank to hedge
against currency fluctuations between the British pound and other European
currencies. Realized gains and losses on these contracts are recognized in the
same period as the hedged transactions. These contracts have maturity dates that
do not normally exceed 12 months. As of April 30, 2000 the Company was not a
party to any outstanding foreign exchange contracts.
YEAR 2000 COMPUTER COMPLIANCE
As of June 10, 2000, to the best of management's knowledge, neither the Company
nor any key vendors have experienced any material adverse effects related to the
Year 2000 issue. At this time, the Company does not expect to encounter any Year
2000 issues that would have a material adverse effect on the results of
operations, liquidity and financial condition of the Company in fiscal year
2000.
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NEW ACCOUNTING STANDARDS
In June 1998, the FASB issued Statement of Financial Accounting Standards
("SFAS") No. 133, Accounting for Derivative Instruments and Hedging Activities,
which establishes accounting and reporting standards for derivative instruments
and hedging activities. SFAS No. 133 requires that an entity recognize all
derivatives as either assets or liabilities in the statement of financial
position and measure those instruments at fair value. In July 1998, the FASB
issued SFAS No. 137, which delays the effective date of SFAS No. 133 to all
fiscal years beginning after July 15, 2000. Thus SFAS No. 133 is effective for
the Company's fiscal year ending October 31, 2001, and is not expected to have a
material effect on the Company's financial position or results of operations.
In March 2000, the FASB issued Interpretation No. 44, "Accounting for Certain
Transactions involving Stock Compensation," an interpretation of Accounting
Principles Board ("APB") Opinion No. 25. FASB Interpretation No. 44 clarifies
certain issues related to the application of APB Opinion 25 and is effective
July 1, 2000, with certain conclusions covering specific events that occurred
either after December 15, 1998 or January 12, 2000. FASB Interpretation No. 44
is not expected to have a material effect on the Company's financial position or
results of operations.
CAUTIONARY STATEMENTS AND RISK FACTORS
This report on Form 10-Q contains certain forward-looking statements, including
without limitation those regarding the Company's plans and expectations for
revenue growth, product lines, designs and seasonal collections, marketing
programs, foreign sourcing, cost controls, inventory levels, availability of
working capital and Year 2000 readiness. These plans and expectations are
subject to a number of risks and uncertainties that could cause actual results
to differ materially from those anticipated, and the Company's business in
general is subject to certain risks that could affect the value of the Company's
stock. These risks include the following:
- Demand for the Company's products may decrease if the popularity of golf
decreases.
- Like other apparel manufacturers, the Company must correctly anticipate and
help direct fashion trends within its industry. The Company's results of
operations could suffer if it fails to develop fashions and styles that are
well received in any season.
- The market for golf apparel and sportswear is extremely competitive. While the
Company is a leader in the core green grass market, it has several strong
competitors that are better capitalized and have stronger distribution
systems. Outside the green grass market, the Company's market share is not
significant. Price competition or industry consolidation could weaken the
Company's competitive position.
- The Company relies upon domestic and foreign contractors to manufacture
various products. If these contractors deliver goods late or fail to meet the
Company's quality standards, the Company could lose sales.
- There can be no assurance that the Company's future revenues will not decline
due to various factors, including potential consolidation of the Company's
core green grass market, which could result in discounting, as well as
possible general declines in economic conditions from the levels recently
experienced.
- The Company maintains high levels of inventory to support its Basics program,
and additional
10
<PAGE> 13
products, greater sales volume, and customer trends toward increased "at-once"
ordering may require increased inventory. Disposal of excess prior season
inventory is an ongoing part of the Company's business, and inventory
writedowns may materially impair the Company's financial performance in any
period. Particular inventory may be subject to multiple writedowns if the
Company's initial reserve estimates for inventory obsolescence or lack of
throughput prove to be too low. These risks increase as inventory grows.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
From time to time, the Company enters into short-term foreign exchange contracts
with its bank to hedge against the impact of currency fluctuations between the
U.S. dollar and the British pound. The contracts provide that, on specified
dates, the Company will sell the bank a specified number of British pounds in
exchange for a specified number of U.S. dollars. Additionally, the Company's
subsidiary in England enters into similar contracts with its bank to hedge
against currency fluctuations between the British pound and other European
currencies. Realized gains and losses on these contracts are recognized in the
same period as the hedged transactions. These contracts have maturity dates that
do not normally exceed 12 months. As of April 30, 2000 the Company was not a
party to any outstanding material purchased foreign exchange contracts.
PART II
OTHER INFORMATION
Item 1 LEGAL PROCEEDINGS
On January 22, 1999, Milberg Weiss Bershad Hynes & Lerach LLP filed a class
action in the United States District Court for the Southern District of
California ("U.S. District Court") on behalf of purchasers of the Company's
common stock during the period between September 4, 1997 and July 15, 1998
alleging violations of the Securities Exchange Act of 1934 by the Company and
certain of its officers and directors. The complaint alleged that, during the
class period, Company executives made positive statements about the Company's
business including statements concerning product demand, offshore production and
inventories. The complaint further alleged that the defendants knew these
statements to be false and concealed adverse conditions and trends in the
Company's business during the class period. The plaintiff seeks to recover
unspecified damages on behalf of all purchasers of the Company's common stock
during the period September 4, 1997 to July 15, 1998. The Company was served a
copy of the complaint on January 26, 1999. Subsequently, two other suits were
served upon the Company making similar allegations. The three actions have been
consolidated by order of the United States District Court and lead counsel for
the plaintiffs has been appointed. Per order of the Court, Plaintiffs filed
their Amended and Consolidated Complaint on December 17, 1999. On February 18,
2000, the Company filed a motion to dismiss. On May 22, 2000 the Court heard the
motion to dismiss and took it under submission. A ruling has not been issued. No
discovery has occurred to date.
Item 2 CHANGES IN SECURITIES AND USE OF PROCEEDS - NONE
Item 3 DEFAULTS UPON SENIOR SECURITIES - NONE
Item 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(1) At the Company's Annual Meeting of Stockholders on March 24, 2000, the
following two directors were elected to three-year terms to the Company's board
of directors: John M. Hanson, Jr.
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and Randall L. Herrel, Sr. The following directors continued in office after the
meeting but were not elected at the meeting: Andre P. Gambucci, James W. Nantz,
III, Stephen G. Carpenter, Jr., Stephen Bartolin, Jr. and H. Michael Hecht. The
stockholder votes on the elections were as follows:
<TABLE>
<S> <C>
John M. Hanson, Jr.
Number of votes FOR 11,363,794
Number of votes WITHHELD 1,208,973
Randall L. Herrel, Sr.
Number of votes FOR 11,363,809
Number of votes WITHHELD 1,208,958
</TABLE>
(2) In addition, at the Annual Meeting of Stockholders, the stockholders
approved the adoption of the Company's 2000 Equity Incentive Plan.
The stockholder vote was as follows:
<TABLE>
<S> <C>
Adoption of the 2000 Equity Incentive Plan
Number of votes FOR 4,769,072
Number of votes AGAINST 2,063,772
Number of votes WITHHELD 98,560
</TABLE>
Item 5 OTHER INFORMATION - NONE
Item 6 EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
3(a) Certificate of Incorporation as filed March 19, 1987 with the
Secretary of State of Delaware, Amendment to Certificate of
Incorporation as filed August 3, 1987 and Amendment to Certificate of
Incorporation as filed April 26, 1991 (filed as Exhibit 3(a) to
Registrant's Registration Statement dated February 21, 1992 (File
No.33-45078) and incorporated herein by reference) and Amendment to
Certificate of Incorporation as filed April 6, 1995 (filed as Exhibit
3(a) to the Registrant's Form 10-K for fiscal year ended October 31,
1994 (File No. 0-18553), and incorporated herein by reference).
3(b) Amended and Restated Bylaws of the Registrant as filed on Form 8-K on
February 22, 2000 (File No. 0-18553) and incorporated herein by
reference.
4(a) Specimen certificate for Common Stock, par value $.001, of the
Registrant (filed as Exhibit 4(a) to Registrant's Registration
Statement dated November 4, 1987 (File No.33-16714-D) and incorporated
herein by reference).
4(b)(1) Specimen certificate for Options granted under the Amended and
Restated Nonqualified Stock Option Plan dated March 12, 1992 (filed as
Exhibit 4(b) to Registrant's Form 10-K for the fiscal year ended
October 31, 1993 (File No. 0-18553) and incorporated herein by
reference).
4(b)(2) Specimen certificate for Options granted under the Founders Stock
Option Plan dated November 6, 1992 (filed as Exhibit 4(b)(2) to
Registrant's Form 10-K for the fiscal year ended October 31, 1993
(File No. 0-18553) and incorporated herein by reference).
12
<PAGE> 15
4(c) Specimen certificate for Options granted under the Incentive Stock
Option Plan dated June 15, 1993 (filed as Exhibit 4(c) to Registrant's
Form 10-K for the fiscal year ended October 31, 1993 (File No.
0-18553) and incorporated herein by reference).
4(d) Rights Agreement dated as of October 6, 1998 and amended on February
22, 2000 by and between Ashworth, Inc. and American Securities
Transfer & Trust, Inc. (filed as Exhibit 4.1 to Registrant's Form 8-K
filed on March 14, 2000, (File No. 0-18553) and incorporated herein by
reference).
10(a)* Personal Services Agreement and Acknowledgement of Termination of
Executive Employment effective December 31, 1998 by and between
Ashworth, Inc. and Gerald W. Montiel (filed as Exhibit 10(b) to
Registrant's Form 10-K for the year ended October 31, 1998 (File No.
0-18553) and incorporated herein by reference).
10(b)* Amendment to Personal Services Agreement effective January 1, 1999 by
and between Ashworth, Inc. and Gerald W. Montiel (filed as Exhibit
10(c) to Registrant's Form 10-K for the year ended October 31, 1998
(File No. 0-18553) and incorporated herein by reference).
10(c) Promotion Agreement effective June 1, 1998 by and among Ashworth,
Inc., James W. Nantz, III and Nantz Communications, Inc. (filed as
Exhibit 10(d) to Registrant's Form 10-K for the year ended October 31,
1998 (File No. 0-18553) and incorporated herein by reference).
10(d)* First Amended and Restated Executive Employment Agreement effective
February 22, 1999 by and between Ashworth, Inc. and Randall L. Herrel,
Sr. (filed as Exhibit 10(a) to Registrant's Form 10-Q for the quarter
ended April 30, 1999 (File No. 0-18553) and incorporated herein by
reference).
10(e)* Personal Services Agreement and Acknowledgement of Termination of
Executive Employment effective May 31, 1999 by and between Ashworth,
Inc. and A. John Newman (filed as Exhibit 10(b) to Registrant's Form
10-Q for the quarter ended April 30, 1999 (File No. 0-18553) and
incorporated herein by reference).
10(f)* Offer and Acceptance of Executive Employment effective March 2, 1999
by and between Ashworth, Inc. and Gabrielle Sampietro (filed as
Exhibit 10(c) to Registrant's Form 10-Q for the quarter ended April
30, 1999 (File No. 0-18553) and incorporated herein by reference).
10(g)* Offer and Acceptance of Executive Employment effective March 15, 1999
by and between Ashworth, Inc. and Terence W. Tsang (filed as Exhibit
10(d) to Registrant's Form 10-Q for the quarter ended April 30, 1999
(File No. 0-18553) and incorporated herein by reference).
10(h)* Offer and Acceptance of Executive Employment effective June 1, 1999 by
and between Ashworth, Inc. and Suzi Chauvel (filed as Exhibit 10(a) to
Registrant's Form 10-Q for the quarter ended July 31, 1999 (File No.
0-18553) and incorporated herein by reference).
10(i) Founders Stock Option Plan dated November 6, 1992 (filed as Exhibit
10(g) to Registrant's Form 10-K for the year ended October 31, 1993
(File No. 0-18553) and incorporated herein by reference).
10(j) Amended and Restated Nonqualified Stock Option Plan dated June 17,
1994 (filed as Exhibit 10(f) to Registrant's Form 10-K for the year
ended October 31, 1994 (File No. 0-18553) and incorporated herein by
reference).
13
<PAGE> 16
10(k) Amended and Restated Incentive Stock Option Plan dated June 17, 1994
(filed as Exhibit 10(h) to Registrant's Form 10-K for the year ended
October 31, 1994 (File No. 0-18553) and incorporated herein by
reference).
10(l) Amended and Restated 2000 Equity Incentive Plan dated December 14,
1999 adopted by the shareholders on March 24, 2000.
10(m) Business Loan Agreement dated June 1, 2000, between the Registrant and
Bank of America, expiring May 1, 2002. Under the agreement, the Bank
provides the Company with a revolving line of credit of up to
$25,000,000 with a Foreign Exchange Facility of up to a maximum of
$5,000,000.
27 Financial Data Schedule
* Compensation plan, contract or agreement required to be filed as an Exhibit
pursuant to applicable rules of the Securities and Exchange Commission.
14
<PAGE> 17
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ASHWORTH, INC.
(Registrant)
Date: June 14, 2000 By: /s/ Randall L. Herrel, Sr.
---------------------------------
Randall L. Herrel, Sr.
President and CEO
Date: June 14, 2000 By: /s/ Terence W. Tsang
---------------------------------
Terence W. Tsang
Chief Financial Officer
15
