AJAY SPORTS INC
DEFA14A, 1998-05-08
SPORTING & ATHLETIC GOODS, NEC
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Letter to the Stockholders

Dear Fellow Investors:

The  performance  of your  company  over the past year has shown  many  positive
results, a number of challenges, and some areas of continued disappointment. Two
of our businesses  continue to show improvement,  but the continued  substandard
performance of one business  dramatically  hurt the overall  performance of Ajay
Sports during the past year.

On the positive side,  overall sales eclipsed the $30 million mark for the first
time in the company's history,  reaching $30,300,000 for the year ended December
31, 1997. This was a 25% increase over the sales of the prior year and is nearly
two and  half  times  the  sales  of just  three  years  ago.  This  result  was
accomplished by a continued  focused on new product  development,  the desire to
increase  distribution  through  existing  retailers,  and the  addition  of new
retailers.

This was especially  true in the case of our  mass-market  golf  business,  Ajay
Leisure  Products,  and in our casual  furniture  business,  Leisure Life. These
subsidiaries  continued to show  significant  improvement in sales,  and, in the
case of Ajay Leisure,  a dramatic  gain in operating  profit.  Offsetting  these
results was the disappointing  performance of our off-course golf business, Palm
Springs Golf.  Sales were little changed in this business and the operation lost
nearly $3 million in the past year.  Overall,  including  some one-time  charges
related to Palm Springs  Golf,  the company  reported a net loss of $3.5 million
for the year.

This  bottom-line  performance was not acceptable.  Part of this problem will be
solved by not having the  extraordinary  charges  with which we had to deal this
year, and we are working  diligently to fix the causes of the operating problems
that,  when solved,  will help to turn around the financial  performance  of the
company.

As I mentioned before, the performance of our principal subsidiary, Ajay Leisure
Products,  continued to show solid  improvement.  Sales  increased  25% to $21.6
million and operating profit increased 250% to $915,000 for the year. There were
a number of factors that contributed to this performance:

- -the market was demanding  larger bags with more  features,  and Ajay  responded
with a number of new designs at higher price points. Many customers told us that
the golf bag line we presented  to them was the  strongest we have ever had, and
very competitive in the marketplace

- -the area of licensed products  continued to grow,  witnessed by the exceptional
popularity  of  National  Football  League  head  covers  and a similar  product
licensed from a number of major colleges and  universities in the United States.
This is an area  that we expect  to  continue  to expand in 1998

- -we were able to produce a  hand-pulled  golf cart in the United  States  with a
number of attractive features and at a cost that was extremely  competitive with
foreign  imports

- -inventories  were  reduced  by over  $1  million  and  inventory  turnover  was
increased  through the  consolidation  of five product  lines into two principal
product  groups

- - production lines were overhauled to improve manufacturing efficiency

The golf bag  product  line is one in which  the  company  has made  significant
improvements  over the past few years. It is clear from the results  obtained in
1997 that our strategy - to deliver the style and features of the best-known bag
manufacturers at a better value to our customers -- is working.

Many of our higher  priced bags  involve a far greater  amount of time in sewing
due to the added features that are required.  To ensure that we could compete, a
major accomplishment during 1997 was a strategic  manufacturing  alliance with a
mainland  Chinese  company.  Combined with Ajay's own capabilities in Mexico and
Wisconsin,  this  allowed us to be able to deliver  higher price point bags that
our customers were demanding, and do so at a very competitive price.
<PAGE>

The  results  at  Ajay  Leisure  Products  and  our  other   subsidiaries   were
accomplished despite significant cash shortages throughout the year. This caused
the company to incur higher costs to ship  supplies and finished  product by air
freight,  decreased our ability to purchase  components and supplies at the best
prices and terms, and resulted in inefficiencies in our manufacturing  operation
from having to stop and restart  production  when shortages  occurred.  This was
especially true in the first half of the year,  prior to the completion of a new
credit facility that made additional  capital available to operate our business.
Despite the 250% gain in  operating  profit,  there were still a number of costs
that Ajay Leisure  Products  incurred that, had they not been there,  would have
resulted in even greater gains in operating profit.

As previously  mentioned,  there have been a number of opportunities on which we
have just begun to capitalize in this  business.  The first of these is licensed
products,  and  we  are  looking  to  expand  this  category  through  licensing
arrangements  with  sports and  non-sports  entities.  We will also look to sell
these  products  in  distribution  channels  other  than  those in which we have
historically  sold our  products.  In  addition,  the number of children who are
taking up the game of golf has increased dramatically,  due in large part to the
popularity  of the rising young stars of the PGA Tour.  Ajay Leisure  designed a
junior  products  line that has been very well  received  and which we expect to
grow in sales in the coming  years.  We also  expect to  introduce a new look in
golf carts that will be rolled out later in 1998,  and we will continue to focus
on higher price point bags this year and in the future.

Our Leisure Life  subsidiary  continued its impressive  increase in sales during
1997.  Sales grew to $4.4  million,  a 63% increase  compared to the prior year.
Despite the sales gain,  Leisure Life recorded a $186,000  operating loss during
the year,  which was a slight  improvement  over 1996.  We believe  much of this
operating  loss  can be  attributed  to  "growing  pains"  experienced  in  this
relatively new business as well as development  costs related to the new line of
indoor shelving.

We decided that if Leisure Life were to grow and be a valuable  business to Ajay
Sports over the long term, it would have to follow a two-part  strategy.  First,
the company would have to expand and improve its product line.  Second, it would
have to dramatically  increase its access to the distribution  channels in which
its products  were most likely to be sold.  We were  successful in both of these
areas,  but in our desire to fill the product pipeline to the stores to which we
were selling, quality issues arose that had to be addressed.  Through the hiring
of a Quality Control Manager,  totally redesigned owner's  instruction  manuals,
new manufacturing  processes and new equipment, we believe we have addressed the
quality problem that caused unexpected expenditures during the year.

On the positive side, the number of storefronts  that sell Leisure Life products
increased  40% to  nearly  3,000  by the end of  1997.  We are now  selling  our
products in 16  countries  around the world,  and exports now account for nearly
20% of Leisure  Life's  sales.  This is a testament to the type of products that
are  being  produced  at our  factory  in  Tennessee  -- ones with  simple  (and
sometimes patentable) designs,  made of durable materials,  with unique features
that  deliver a very  functional  piece of  furniture  and a great value for the
customer's money.

We are now  expanding  our Leisure Life product line to include new  categories.
These include the shelving product and an exciting new product line that Leisure
Life will be selling in the United States. We will be working with Jobek Gmbh in
Germany to represent  their line of hammocks in the United  States,  while Jobek
will sell Leisure Life products through their  distribution  channels in Europe.
This  is an  excellent  opportunity  to add a  quality  product  line to that of
Leisure  Life  while  gaining   exposure  in  the  European  market  in  a  very
cost-effective manner.

During 1998, we expect that the financial problems in Asia will have some impact
on the sales of Leisure Life  products in that market.  We had made  significant
sales  inroads in South  Korea,  but it appears  that this problem may cause our
progress  in Korea to  temporarily  slow down.  To offset  this,  we have opened
distribution  in Australia and Chile and are attempting to do the same in Brazil
and Argentina.

To improve the acceptance of our indoor shelving product,  we will be evaluating
every  element  of the supply  chain to  determine  how we can become  more cost
competitive. We are also targeting the porch furniture market, for which we have
not had products up to this point.  The high quality  pressure treated wood used
in outdoor furniture is not required for this market. As such, we are looking to
select  different types of raw materials that are less expensive and allow us to
deliver a high quality product at a significantly  reduced cost. In addition, we
have  redesigned  our patented  height  adjustment  system for a new porch swing
product,  and we will  offer  stained  finishes  on these  products  in the near
future.
<PAGE>

Our biggest  challenge of 1997 was to deal with the  continuing  problems at our
Palm Springs Golf  operation.  Sales were flat at $4.3 million for the year,  as
compared to the prior year,  and this  subsidiary  recorded an operating loss of
$2.1 million and a net loss of $2.8  million.  The challenge we faced was from a
golf club market that was undergoing radical change,  even from what it was just
two or three years ago.  The market has become  dominated by five large and well
financed  companies  who are  spending  significant  amounts of money on product
development and marketing,  and they have set the tempo for the rest of the club
market. As a result,  product life cycles in clubs that used to be five to seven
years  are  now  one  year  or  less.  This  product  change  created  inventory
difficulties that we were unable to effectively manage.

As a  result,  we made a  strategic  decision  in late  1997 to  scale  back our
involvement  in  the  golf  club  business  and  close  our   manufacturing  and
distribution  operation in Palm  Springs.  This was done to attempt to deal with
the excessive  overhead that we had in this operation by  consolidating  it into
our Delavan,  Wisconsin  manufacturing facility. This move will reduce operating
costs,  allow us to gain better control over inventory and accounts  receivable,
and improve customer service. It is an important step in the right direction. As
part of the  decision,  we will focus on four  areas  where we believe we have a
competitive  advantage in the marketplace -- golf bags,  pull carts,  gloves and
accessories.

In 1998,  we believe the key to turning  around this  business is the same as we
have done with our other two  subsidiaries -- focus on new product  development,
refine  manufacturing,  and  expand  distribution.  We  are in  the  process  of
finalizing  designs  on two  new  bags  that we  believe  will  have  patentable
characteristics  and which we expect to introduce in the fourth quarter of 1998.
In addition,  at Palm  Springs  Golf we have  changed  from a singular  focus on
in-house sales representatives and moved to the recruiting and hiring of outside
sales  reps.  These  people will cover high  margin  accounts  that could not be
previously handled by our in-house reps on a cost-effective  basis. In addition,
we have begun to examine a selling  system that would  utilize the  Internet and
World Wide Web to market and distribute the products of Palm Springs Golf.

In summary,  we believe we are going in the right  direction  in fine tuning the
two operations  that are  performing  well, and that we are taking the necessary
actions to improve the one that is not.  Financing the business is a key part of
this,  and we  continue  to examine  alternatives  that will  provide  financing
resources  required to fuel the continuation of the significant  sales growth we
have seen over the past three years.

We believe  the basic  elements  of our  strategy  are sound.  They  include the
development  of new  products,  the need to  continually  take  costs out of our
operations,  the development of strategic  supplier  resources,  and the need to
expand our customer  base.  We continue to work  diligently in all four of these
areas. In the end, customers want value and we believe that if we have the right
cost structure and value for the customer's  money, we can be successful in this
business in the future. We appreciate your continued support of our efforts.



Thomas W. Itin                            Clarence H. Yahn



<PAGE>
                            CORPORATE INFORMATION

Board of Directors
- ------------------
Thomas W. Itin                              Anthony B. Cashen
Chairman of the Board, President and        Senior Partner
Chief Executive Officer                     Lamalie Amrop International
                                            New York, NY

Clarence H. Yahn                            Robert R. Hebard
Chief Operating Officer                     President
                                            Enercorp, Inc.
                                            West Bloomfield, MI
Robert D. Newman
Vice President and General Manager
Leisure Life, Inc.

Executive Officers
Thomas W. Itin                              Duane R. Stiverson
Chairman of the Board, President and        Chief Financial Officer
Chief Executive Officer
                                            Robert R. Hebard
Clarence H. Yahn                            Corporate Secretary
Chief Operating Officer

- ------------------------------------------------------------------------------

Corporate Office                            Administrative Office
- ----------------                            ---------------------
1501 E. Wisconsin Street                    7001 Orchard Lake Road, Suite 424
Delavan, WI 53115                           West Bloomfield, MI 48322
(414) 728 5521                              (248) 851 5651
(414) 728 8119-fax                          (248) 851 9080-fax

Transfer Agent                              Auditors
- --------------                              --------
American Securities Transfer & Trust, Inc.  Hirsch & Silberstein, P.C.
1825 Lawrence Street, Suite 444             31731 Northwestern Hwy., Suite 156W
Denver, CO 80202                            Farmington Hills, MI 48334

Common Stock Information
- ------------------------

The  Company's  securities  trade on the  Nasdaq  SmallCap  Market  or other OTC
markets under the following  symbols:  Common:  AJAY Warrants:  AJAYW Preferred:
AJAYP Units: AJAYU

Annual Meeting
- --------------
The Annual Meeting of the  Stockholders of Ajay Sports,  Inc. will take place at
the Company's Corporate Office in Delavan, WI on Friday, May 29, 1998 at 11:00am
CDT.



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