<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 JULY 31, 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.
<TABLE>
<S> <C>
DELAWARE 84-1052000
(State or other jurisdiction of (I.R.S. Employee
incorporation or organization) Identification No.)
</TABLE>
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>
<CAPTION>
Title Outstanding at SEPTEMBER 12, 2000
<S> <C>
$.001 PAR VALUE COMMON STOCK 13,203,073
</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 14
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ASHWORTH, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
July 31, October 31,
2000 1999
------------ ------------
<S> <C> <C>
ASSETS (UNAUDITED)
CURRENT ASSETS:
Cash and cash equivalents $ 1,870,000 $ 6,507,000
Accounts receivable-trade, net 31,802,000 21,194,000
Accounts receivable - other 2,717,000 1,686,000
Inventories 30,377,000 30,644,000
Income tax refund receivable 122,000 1,099,000
Other current assets 1,968,000 1,928,000
Deferred income tax asset 1,390,000 1,503,000
------------ ------------
Total current assets 70,246,000 64,561,000
------------ ------------
PROPERTY, PLANT AND EQUIPMENT 28,784,000 26,955,000
Less accumulated depreciation and amortization (15,208,000) (13,852,000)
------------ ------------
13,576,000 13,103,000
------------ ------------
OTHER ASSETS 2,073,000 2,442,000
------------ ------------
$ 85,895,000 $ 80,106,000
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt $ 678,000 $ 681,000
Accounts payable-trade 3,755,000 3,460,000
Accrued liabilities 4,980,000 2,686,000
------------ ------------
Total current liabilities 9,413,000 6,827,000
------------ ------------
LONG-TERM DEBT, net of current portion 3,550,000 2,764,000
DEFERRED INCOME TAX LIABILITY 750,000 750,000
OTHER LONG TERM LIABILITIES 361,000 339,000
STOCKHOLDERS' EQUITY:
Common stock 13,000 14,000
Capital in excess of par value 38,275,000 40,830,000
Retained earnings 34,181,000 28,644,000
Accumulated other comprehensive loss (648,000) (62,000)
------------ ------------
71,821,000 69,426,000
------------ ------------
$ 85,895,000 $ 80,106,000
============ ============
</TABLE>
1
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ASHWORTH, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
Three months ended July 31, Nine months ended July 31,
2000 1999 2000 1999
---------------------------------------------------------------------
<S> <C> <C> <C> <C>
NET REVENUE $ 35,004,000 $ 30,067,000 $ 98,775,000 $ 85,419,000
COST OF GOODS SOLD 21,637,000 19,213,000 60,487,000 54,754,000
------------ ------------ ------------ ------------
Gross profit 13,367,000 10,854,000 38,288,000 30,665,000
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 9,803,000 8,429,000 27,876,000 24,833,000
------------ ------------ ------------ ------------
Income from operations 3,564,000 2,425,000 10,412,000 5,832,000
OTHER INCOME (EXPENSE):
Interest income 18,000 33,000 58,000 53,000
Interest expense (184,000) (72,000) (499,000) (345,000)
Other income (expense) (344,000) 46,000 (773,000) (85,000)
------------ ------------ ------------ ------------
Total other income (expense) (510,000) 7,000 (1,214,000) (377,000)
Income before provision for
income tax expense 3,054,000 2,432,000 9,198,000 5,455,000
PROVISION FOR INCOME TAX
EXPENSE 1,234,000 951,000 3,661,000 2,133,000
------------ ------------ ------------ ------------
Net income $ 1,820,000 $ 1,481,000 $ 5,537,000 $ 3,322,000
============ ============ ============ ============
NET EARNINGS PER SHARE
Basic:
Weighted average shares outstanding 13,320,000 14,064,000 13,490,000 14,074,000
Net earnings per share $ 0.14 $ 0.11 $ 0.41 $ 0.24
Diluted:
Weighted average shares outstanding 13,370,000 14,085,000 13,520,000 14,083,000
Net earnings per share $ 0.14 $ 0.11 $ 0.41 $ 0.24
</TABLE>
2
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ASHWORTH, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Nine months ended July 31,
2000 1999
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES $ (64,000) $ 2,954,000
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (2,232,000) (854,000)
Proceeds from sale of property and equipment 18,000 1,000
------------ ------------
NET CASH USED IN INVESTING ACTIVITIES (2,214,000) (853,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on capital
lease obligations (32,000) (45,000)
Borrowings on line of credit 29,198,000 16,065,000
Payments on line of credit (29,198,000) (16,065,000)
Proceeds from long-term borrowing 1,441,000 --
Principal payments on notes payable
and long-term debt (626,000) (727,000)
Payments for repurchase of common stock (2,556,000) (234,000)
Proceeds from issuance of common stock -- 12,000
------------ ------------
NET CASH USED IN FINANCING ACTIVITIES (1,773,000) (994,000)
EFFECT OF EXCHANGE RATE CHANGES ON CASH (586,000) (56,000)
------------ ------------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS (4,637,000) 1,051,000
CASH AND CASH EQUIVALENTS,
beginning of period 6,507,000 4,763,000
------------ ------------
CASH AND CASH EQUIVALENTS, end of period $ 1,870,000 $ 5,814,000
============ ============
</TABLE>
3
<PAGE> 6
ASHWORTH, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 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 disclosures 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 July 31, 2000, and October 31,
1999:
<TABLE>
<CAPTION>
July 31, October 31,
2000 1999
----------- -----------
<S> <C> <C>
Raw materials $ 1,025,000 $ 2,499,000
Work in process 95,000 3,427,000
Finished goods 29,257,000 24,718,000
----------- -----------
$30,377,000 $30,644,000
=========== ===========
</TABLE>
4
<PAGE> 7
NOTE 3 - EARNINGS PER SHARE INFORMATION.
Basic earnings per share has been computed based on the weighted average
number of common shares outstanding during the period. Diluted earnings
per share has been computed based on 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 July 31, Nine months ended July 31,
2000 1999 2000 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
NUMERATOR:
Net income $ 1,820,000 $ 1,481,000 $ 5,537,000 $ 3,322,000
=========== =========== =========== ===========
Numerator for basic and diluted
earnings per share - income
available to common shareholders $ 1,820,000 $ 1,481,000 $ 5,537,000 $ 3,322,000
=========== =========== =========== ===========
DENOMINATOR:
Denominator for basic earnings
per share - weighted average shares 13,320,000 14,064,000 13,490,000 14,074,000
Effect of dilutive securities:
Employee stock options 50,000 21,000 30,000 9,000
----------- ----------- ----------- -----------
Denominator for diluted earnings
per share - adjusted weighted average
shares and assumed conversions 13,370,000 14,085,000 13,520,000 14,083,000
=========== =========== =========== ===========
BASIC EARNINGS PER SHARE $ 0.14 $ 0.11 $ 0.41 $ 0.24
DILUTED EARNINGS PER SHARE $ 0.14 $ 0.11 $ 0.41 $ 0.24
</TABLE>
For the quarters ended July 31, 2000 and 1999 the diluted weighted
average shares outstanding computation excludes 2,400,000 and 2,487,000
anti-dilutive options, respectively. For the nine months ended July 31,
2000 and 1999 the diluted weighted average shares outstanding
computation excludes 2,551,000 and 2,525,000 anti-dilutive options,
respectively.
5
<PAGE> 8
NOTE 4 - COMPREHENSIVE INCOME.
The Company includes the cumulative foreign currency translation
adjustment as a component of the comprehensive income (loss) in addition
to net income (loss) for the period. For the quarters ended July 31,
2000 and 1999, total comprehensive income was $1,596,000 and $1,522,000,
respectively. For the nine-month periods ended July 31, 2000 and 1999,
total comprehensive income was $4,951,000 and $3,266,000, 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 complaint sought
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. On July 18,
2000 the U.S. District Court granted the motion to dismiss the Amended
and Consolidated Complaint as to all defendants. The Court granted
plaintiffs sixty days to amend the complaint if they chose to do so. No
discovery has occurred to date. The Company has not received an amended
complaint to date.
6
<PAGE> 9
NOTE 6 - SEGMENT INFORMATION
The Company defines its operating segments 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 revenue 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):
<TABLE>
<CAPTION>
Three Three Nine Nine
Months Months Months Months
Ended Ended Ended Ended
07/31/00 07/31/99 07/31/00 07/31/99
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net Revenue:
Domestic $ 31,062,000 $ 26,465,000 $ 84,688,000 $ 73,695,000
International 3,942,000 3,602,000 14,087,000 11,724,000
------------ ------------ ------------ ------------
Total $ 35,004,000 $ 30,067,000 $ 98,775,000 $ 85,419,000
============ ============ ============ ============
Earnings (Loss)From Operations:
Domestic $ 3,948,000 $ 2,556,000 $ 9,991,000 $ 5,977,000
International (384,000) (131,000) 421,000 (145,000)
------------ ------------ ------------ ------------
Total $ 3,564,000 $ 2,425,000 $ 10,412,000 $ 5,832,000
============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
July 31, October 31,
2000 1999
----------- -----------
<S> <C> <C>
Total Assets:
Domestic $80,125,000 $73,768,000
International 5,770,000 6,338,000
----------- -----------
Total $85,895,000 $80,106,000
=========== ===========
</TABLE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
THIRD QUARTER 2000 COMPARED TO THIRD QUARTER 1999
Consolidated net revenue for the third quarter of fiscal 2000 increased 16.4% to
$35,004,000 from $30,067,000 for the same period in 1999. Net revenue for the
domestic segment increased 17.4% to $31,062,000 from $26,465,000 in the third
quarter of 1999, primarily due to higher revenue from the Company's corporate
and golf related distribution channels. Net revenue for the foreign segment
increased 9.4% to $3,942,000 from $3,602,000 for the same period of the prior
year. The increase was primarily due to growth in Asia as well as the Company's
Canadian division. This increase was partially offset by the decline in net
revenue from our UK subsidiary which was due in part to a weaker British pound
and Euro.
7
<PAGE> 10
Consolidated gross profit for the quarter increased to 38.2% as compared to
36.1% 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
16.3% to $9,803,000. SG&A expenses were 28.0% of net revenue for the third
quarter of fiscal 2000, which was the same as the third quarter of fiscal 1999.
The Company installed an additional 120 golfman shop fixtured locations during
the third quarter, bringing the total number to 1,100 at July 31, 2000.
Net other expenses were $510,000 for the third quarter of fiscal 2000 compared
to net other income of $7,000 in the third quarter of fiscal 1999. This was 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 third quarter of fiscal 2000 was 40.4% of
pre-tax income compared with 39.1% in the third quarter of fiscal 1999.
NINE MONTHS ENDED JULY 31, 2000 COMPARED TO NINE MONTHS ENDED JULY 31, 1999
Consolidated net revenue for the first nine months of fiscal 2000 increased
15.6% to $98,775,000 from $85,419,000 for the same period in fiscal 1999.
Domestic revenue increased 14.9% to $84,688,000 from $73,695,000 in the first
nine months of fiscal 1999, primarily due to higher sales in the Company's golf
related and corporate business. Net revenue for the foreign segment increased
20.2% to $14,087,000 from $11,724,000 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 $950,000 as well as in Canada, Asia and
Puerto Rico.
Consolidated gross profit for the nine months increased to 38.8% as compared to
35.9% for the same period a year earlier, primarily due to improved inventory
management, sourcing and sales mix.
Consolidated SG&A expenses increased 12.3% to $27,876,000. As a percentage of
revenue, SG&A expenses decreased to 28.2% of net revenue for the first nine
months of fiscal 2000 compared to 29.1% for the same period in fiscal 1999
reflecting increased revenue and continuing focus on cost efficiencies. The
Company installed an additional 300 golfman shop fixtured locations during the
first nine months of fiscal year 2000, bringing the total number to 1,100 at
July 31, 2000.
Net other expenses increased to $1,214,000 for the first nine months of fiscal
2000 from $377,000 in the first nine months 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 nine months of fiscal 2000 was 39.8%
of pre-tax income as compared to 39.1% in the first nine months 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 July 31, 2000 and 1999, the Company had no outstanding balances
against the line. The Company believes that it was in compliance with all the
covenants in its line of credit agreement with the bank as of July 31, 2000.
Trade receivables-net were $31,802,000 at July 31, 2000, an increase of
$10,608,000 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 $26,999,000 at July 31, 1999, rather than the year-end balance. The
latter shows an increase of 17.8% in net trade receivables which is comparable
with the 17.9% increase in consolidated wholesale net revenue (excludes revenue
from the Company's retail stores) for the third quarter of fiscal year 2000.
Inventories decreased to $30,377,000 from $30,644,000 at October 31, 1999, a
decrease of 0.9%. Compared to the inventory of $28,795,000 at July 31, 1999,
inventory has increased by 5.5%, which management believes is in line with
current sales trends and projected revenue increases in the next few quarters.
During the first nine months of fiscal 2000, the Company incurred capital
expenditures of $2,232,000 mainly for warehouse automation, sales force
automation, embroidery machines and computer equipment.
Based on current levels of operations, the Company expects 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 nine months of fiscal 2000, share capital and capital in excess
of par value decreased by $2,556,000, as a result of the Company repurchasing
574,000 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 July 31, 2000 the Company was not a
party to any outstanding foreign exchange contracts.
9
<PAGE> 12
YEAR 2000 COMPUTER COMPLIANCE
As of September 1, 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.
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.
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 revenue 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.
10
<PAGE> 13
- Fluctuations in foreign currency exchange rates could affect the
Company's ability to sell its products in foreign markets and the value
in U.S. dollars of sales made in foreign currencies.
- The Company maintains high levels of inventory to support its Basics
program, and additional products, greater sales volume, and customer
trends toward increased "at-once" ordering may require increased
inventories. Disposal of excess prior season inventories is an ongoing
part of the Company's business, and writedowns of inventories may
materially impair the Company's financial performance in any period.
Particular inventories may be subject to multiple writedowns if the
Company's initial reserve estimates for obsolescence of inventories or
lack of throughput prove to be too low. These risks increase as
inventories grow.
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 July 31, 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 complaint sought 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. On July 18, 2000 the U.S.
District Court granted the motion to dismiss the Amended and Consolidated
Complaint as to all defendants. The Court granted plaintiffs sixty days to amend
the complaint if they chose to do so. No discovery has occurred to date. The
Company has not received an amended complaint to date.
11
<PAGE> 14
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 - NONE
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 (filed as Exhibit 3.1 to
Current Report 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).
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).
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<PAGE> 15
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 July 31, 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 July 31, 1999 (File No. 0-18553) and
incorporated herein by reference).
10(f)* 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 July 31, 1999 (File No.
0-18553) and incorporated herein by reference).
10(g)* 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(h)* 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(i)* 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).
10(j)* 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(k)* Amended and Restated 2000 Equity Incentive Plan dated December 14, 1999
adopted by the shareholders on March 24, 2000 (filed as Exhibit 10(l) to
Registrant's Form 10-Q for the quarter ended April 30, 2000 (File No.
0-18553) and incorporated herein by reference).
10(l) 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 (filed as Exhibit 10(m) to Registrant's Form 10-Q for the
quarter ended April 30, 2000 (File No. 0-18553) and incorporated herein
by reference).
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.
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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: September 14, 2000 By: /s/ Randall L. Herrel, Sr.
------------------------- -----------------------------------------
Randall L. Herrel, Sr.
President and CEO
Date: September 14, 2000 By: /s/ Terence W. Tsang
------------------------- -----------------------------------------
Terence W. Tsang
Chief Financial Officer
14
