UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended June 27, 1998
Commission File Number 0-22012
GROW BIZ INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
Minnesota 41-1622691
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
4200 Dahlberg Drive
Golden Valley, MN 55422-4837
(Address of Principal Executive Offices, Zip Code)
Registrant's Telephone Number, Including Area Code 612-520-8500
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, 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 issuer's classes of
common stock, as of the latest practicable date.
Common stock, no par value, 6,089,470 shares outstanding as of July 30, 1998.
<PAGE>
GROW BIZ INTERNATIONAL, INC.
INDEX
PART I. FINANCIAL INFORMATION PAGE
- --------------------------------------------------------------------------------
Item 1. Financial Statements (Unaudited)
CONDENSED BALANCE SHEETS: 3
June 27, 1998 and December 27, 1997
CONDENSED STATEMENTS OF OPERATIONS: 4
Three Months Ended
June 27, 1998 and June 28, 1997
Six Months Ended
June 27, 1998 and June 28, 1997
CONDENSED STATEMENTS OF CASH FLOWS: 5
Six Months Ended
June 27, 1998 and June 28, 1997
NOTES TO CONDENSED FINANCIAL STATEMENTS 6 - 7
Item 2. Management's Discussion and Analysis of Financial 8 - 13
Condition and Results of Operations
PART II. OTHER INFORMATION PAGE
- --------------------------------------------------------------------------------
Items 1 through 3 and 5 have been omitted since all
items are inapplicable or answers negative.
Item 4. Submission of Matters to a Vote of Security-holders 14
Item 6. Exhibits and Reports on Form 8-K
(a.) Exhibit
Number: Description:
------- ------------
27 Financial Data Schedule
99 Cautionary Statements
(b.) On July 9, 1998, the Company filed an 8-K related to the disposition of
Disc Go Round to CD Warehouse, Inc. with the following exhibit:
10.1 Asset Purchase Agreement, dated June 16, 1998
2
<PAGE>
GROW BIZ INTERNATIONAL, INC.
CONDENSED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
----------------------------------
June 27, 1998 December 27, 1997
----------------------------------
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 9,509,000 $ 3,088,000
Trade receivables, less allowance for doubtful
accounts of $915,900 and $880,000 11,109,500 12,880,700
Inventories 6,064,300 5,728,600
Prepaid expenses and other 1,955,900 1,987,300
Deferred income taxes 1,491,600 1,491,600
----------- -----------
Total current assets 30,130,300 25,176,200
Notes receivable 197,200 184,000
Property and equipment, net 5,452,100 5,617,900
Other assets, net 5,578,200 6,776,500
----------- -----------
$41,357,800 $37,754,600
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 5,246,400 $ 6,604,800
Accrued liabilities 6,014,300 3,781,500
Current maturities of long-term debt 2,164,200 2,061,400
Deferred franchise fee revenue 2,965,900 3,588,000
----------- -----------
Total current liabilities 16,390,800 16,035,700
Long-Term Debt 3,184,100 4,268,200
Shareholders' Equity:
Common stock, no par, 10,000,000 shares authorized,
6,079,907 and 6,002,214 shares issued and outstanding 6,903,200 7,474,900
Retained earnings 14,879,700 9,975,800
----------- -----------
Total shareholders' equity 21,782,900 17,450,700
----------- -----------
$41,357,800 $37,754,600
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements
3
<PAGE>
GROW BIZ INTERNATIONAL, INC.
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
------------------------------------------------------------------------
Three Months Ended Six Months Ended
June 27, 1998 June 28, 1997 June 27, 1998 June 28, 1997
------------------------------------------------------------------------
<S> <C> <C> <C> <C>
REVENUE:
MERCHANDISE SALES $17,205,700 $15,199,200 $37,398,500 $29,578,400
ROYALTIES 5,203,900 4,330,700 9,886,000 8,256,400
FRANCHISE FEES 1,032,300 1,074,700 1,547,500 1,607,700
ADVERTISING AND OTHER 55,900 74,400 289,200 345,900
----------- ----------- ----------- -----------
TOTAL REVENUE 23,497,800 20,679,000 49,121,200 39,788,400
COST OF MERCHANDISE SOLD 14,136,800 13,404,500 30,758,900 26,064,500
SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES 7,714,600 5,684,800 15,540,300 11,307,900
GAIN ON SALE OF DISC GO ROUND 5,231,500 -- 5,231,500 --
----------- ----------- ----------- -----------
INCOME FROM OPERATIONS 6,877,900 1,589,700 8,053,500 2,416,000
INTEREST INCOME, NET 51,300 45,200 12,100 115,700
----------- ----------- ----------- -----------
INCOME BEFORE INCOME TAXES 6,929,200 1,634,900 8,065,600 2,531,700
PROVISION FOR INCOME TAXES 2,716,200 640,900 3,161,700 992,400
----------- ----------- ----------- -----------
NET INCOME $ 4,213,000 $ 994,000 $ 4,903,900 $ 1,539,300
=========== =========== =========== ===========
NET INCOME PER COMMON SHARE - BASIC $ .70 $ .16 $ .82 $ .25
=========== =========== =========== ===========
WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC 5,994,100 6,105,800 5,985,600 6,180,200
=========== =========== =========== ===========
NET INCOME PER COMMON SHARE - DILUTED $ .68 $ .16 $ .79 $ .25
=========== =========== =========== ===========
WEIGHTED AVERAGE SHARES OUTSTANDING - DILUTED 6,211,900 6,223,500 6,183,300 6,281,300
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements
4
<PAGE>
GROW BIZ INTERNATIONAL, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
-----------------------------------
Six Months Ended
June 27, 1998 June 28, 1997
-----------------------------------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income $ 4,903,900 $ 1,539,300
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 1,039,300 888,900
Change in operating assets and liabilities:
Trade receivables 1,542,900 450,300
Inventories (613,600) 11,200
Prepaid expenses and other 27,400 (395,700)
Accounts payable (1,358,400) (6,600)
Accrued liabilities 2,082,200 (265,500)
Deferred franchise fee revenue (338,100) 416,500
----------- -----------
Net cash provided by operating activities 7,285,600 2,638,400
----------- -----------
INVESTING ACTIVITIES:
Increase in other assets (400,200) (69,500)
Purchase of property and equipment (679,900) (35,600)
Sale of net assets of Disc Go Round, net of gain 1,768,500 --
----------- -----------
Net cash provided by investing activities 688,400 (105,100)
----------- -----------
FINANCING ACTIVITIES:
Proceeds from notes payable 130,200 267,000
Payments on long-term debt (1,111,500) (73,100)
Proceeds from stock option exercises 623,800 182,400
Repurchase of common stock (1,195,500) (2,621,800)
----------- -----------
Net cash used for financing activities (1,553,000) (2,245,500)
----------- -----------
INCREASE IN CASH AND CASH EQUIVALENTS 6,421,000 287,800
Cash and cash equivalents, beginning of period 3,088,000 1,388,800
----------- -----------
Cash and cash equivalents, end of period $ 9,509,000 $ 1,676,600
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements
5
<PAGE>
GROW BIZ INTERNATIONAL, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
1. MANAGEMENT'S INTERIM FINANCIAL STATEMENT REPRESENTATION:
The accompanying condensed financial statements have been prepared by the
Company, without audit, pursuant to the rules and regulations of the Securities
and Exchange Commission. The information in the condensed financial statements
includes normal recurring adjustments and reflects all adjustments which are, in
the opinion of management, necessary for a fair presentation of such financial
statements. Although the Company believes that the disclosures are adequate to
make the information presented not misleading, it is suggested that these
condensed financial statements be read in conjunction with the audited financial
statements and the notes thereto included in the Company's latest Annual Report
on Form 10-K.
Revenues and operating results for the six months ended June 27, 1998 are not
necessarily indicative of the results to be expected for the full year.
2. ORGANIZATION AND BUSINESS:
Grow Biz International, Inc. (the 'Company') offers licenses to operate retail
stores using the service marks 'Play it Again Sports', 'Once Upon A Child',
'Computer Renaissance', 'Music Go Round', 'It's About Games' and 'ReTool'. In
addition, the Company sells inventory to its franchisees through its buying
group and operates retail stores. The Company has a 52/53 week year which ends
on the last Saturday in December.
3. SALE OF DISC GO ROUND
On June 26, 1998, Grow Biz International, Inc., (the Company) completed the sale
of the assets, primarily intangibles, and franchising rights of its Disc Go
Round concept to CD Warehouse, Inc. (CD Warehouse) for $7.0 million cash plus
the assumption of $384,000 in deferred franchise fees. At the time of the sale,
there were 137 Disc Go Round stores in operation, including 3 Company-owned
stores, and an additional 37 franchise agreements awarded for stores that were
not yet opened. The sale resulted in a $5,231,500 operating gain, or $.51 per
share diluted, in the second quarter ending June 27, 1998.
4. SHAREHOLDERS' EQUITY:
Since 1995, the Company's Board of Directors has authorized the repurchase of up
to 2,000,000 shares of the Company's common stock on the open market. As of July
30, 1998, the Company had repurchased 1,608,736 shares of its stock at an
average price of $9.67 per share, including 39,000 shares repurchased at an
average price of $13.12 per share in the three months ended June 27, 1998.
6
<PAGE>
5. LITIGATION:
In connection with an action filed by an early partner in the original Play It
Again Sports store, the Company received a court ruling in February 1998 on a
motion filed by the plaintiff stating that an enforceable settlement agreement
existed between the two parties. The Company has appealed the order which
requires the Company to pay $2.0 million to purchase certain development rights
held by the plaintiff from a 1992 agreement. The order further directed that all
claims between the parties be dismissed. The Company recognized the entire $2.0
million as a non-operating expense in the year ended December 27, 1997.
6. NET INCOME PER COMMON SHARE:
The Company calculates net income per share in accordance with FASB Statement
No. 128 by dividing net income by the weighted average number of shares of
common stock outstanding to arrive at the Net Income Per Common Share Basic. The
Company calculates Net Income Per Share - Dilutive by diving net income by the
weighted average number of shares of common stock outstanding plus the dilutive
effect of stock equivalents from the exercise of stock options and warrants
using the treasury stock method. A reconciliation of basic weighted average
number of shares outstanding to dilutive average number of shares outstanding is
as follows:
<TABLE>
<CAPTION>
----------------------------------
Three Months Ended
June 28, 1997 June 27, 1998
----------------------------------
<S> <C> <C>
Shares used in per common share computation:
Weighted average shares outstanding - Basic 6,105,800 5,994,100
Dilutive effect of stock options after application
of the treasury stock method 117,700 217,800
--------- ---------
Weighted average shares outstanding - Diluted 6,223,500 6,211,900
========= =========
----------------------------------
Six Months Ended
June 28, 1997 June 27, 1998
----------------------------------
Shares used in per common share computation:
Weighted average shares outstanding - Basic 6,180,200 5,985,600
Dilutive effect of stock options after application
of the treasury stock method 101,100 197,700
--------- ---------
Weighted average shares outstanding - Diluted 6,281,300 6,183,300
========= =========
</TABLE>
7
<PAGE>
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
GENERAL
Grow Biz International, Inc., (the Company) is a franchise company that
franchises retail concepts which buy, sell, trade and consign merchandise. Each
concept operates in a different industry and provides the consumer with
'ultra-high value' retailing by offering quality used merchandise at substantial
savings from the price of new merchandise and by purchasing customers' used
goods that have been outgrown or are no longer used. The stores also offer new
merchandise to supplement their selection of used goods.
Following is a summary of the Company's franchising and corporate retail store
activity for the retail concepts for the three months ended June 27, 1998:
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
TOTAL OPENED/ SALE OF TOTAL
3/28/98 PURCHASED CLOSED CONVERTED BUSINESS 6/27/98
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Play It Again Sports(R)
Franchised Stores - US and Canada 642 10 (19) 0 (0) 633
Franchised Stores - Other International 8 0 (0) 0 (0) 8
Corporate 5 0 (0) 0 (0) 5
Other 22 0 (0) 0 (0) 22
Once Upon A Child(R)
Franchised Stores - US and Canada 202 3 (1) 0 (0) 204
Corporate 5 0 (0) 0 (0) 5
Computer Renaissance(R)
Franchised Stores - US and Canada 190 13 (2) 0 (0) 201
Corporate 7 0 (0) 0 (0) 7
Music Go Round(R)
Franchised Stores - US and Canada 39 7 (0) 0 (0) 46
Corporate 4 2 (0) 0 (0) 6
Disc Go Round(R)
Franchised Stores - US and Canada 135 4 (2) 0 (137) 0
Corporate 3 0 (0) 0 (3) 0
It's About Games(TM)
Franchised Stores - US and Canada 1 0 (0) 0 (0) 1
Corporate 42 2 (0) 0 (0) 44
ReTool(TM)
Franchised Stores - US and Canada 0 2 (0) 0 (0) 2
Corporate 0 0 (0) 0 (0) 0
------------------------------------------------------------------------------
Total 1,305 43 (24) 0 (140) 1,184
==============================================================================
</TABLE>
8
<PAGE>
Following is a summary of the Company's franchising and corporate retail store
activity for the six months ended June 28, 1997:
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
TOTAL OPENED/ SALE OF TOTAL
12/27/97 PURCHASED CLOSED CONVERTED BUSINESS 6/27/98
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Play It Again Sports(R)
Franchised Stores - US and Canada 654 15 (36) 0 (0) 633
Franchised Stores - Other International 8 0 (0) 0 (0) 8
Corporate 5 0 (0) 0 (0) 5
Other 22 0 (0) 0 (0) 22
Once Upon A Child(R)
Franchised Stores - US and Canada 204 5 (4) (1) (0) 204
Corporate 4 0 (0) 1 (0) 5
Computer Renaissance(R)
Franchised Stores - US and Canada 180 23 (2) 0 (0) 201
Corporate 7 0 (0) 0 (0) 7
Music Go Round(R)
Franchised Stores - US and Canada 38 8 (0) 0 (0) 46
Corporate 4 2 (0) 0 (0) 6
Disc Go Round(R)
Franchised Stores - US and Canada 132 8 (3) 0 (137) 0
Corporate 3 0 (0) 0 (3) 0
It's About Games(TM)
Franchised Stores - US and Canada 0 1 (0) 0 (0) 1
Corporate 42 2 (0) 0 (0) 44
ReTool(TM)
Franchised Stores - US and Canada 0 2 (0) 0 (0) 2
Corporate 0 0 (0) 0 (0) 0
-------------------------------------------------------------------------------
Total 1,303 66 (45) 0 (140) 1,184
===============================================================================
</TABLE>
FACTORS THAT MAY AFFECT FUTURE RESULTS
The statements made in this report that are not historical facts are forward
looking statements. Such statements are based on current expectations but
involve risks, uncertainties and other factors which may cause actual results to
differ materially from those contemplated by such forward looking statements.
Important factors which may result in variations from results contemplated by
such forward looking statements include, but are not limited to: (1) the
Company's ability to attract qualified franchisees; (2) the Company's ability to
collect its receivables; (3) the Company's ability to open stores; (4) each
store's ability to acquire high-quality, used merchandise; (5) the Company's
ability to control selling, general and administrative expenses; and (6) the
Company's ability to obtain competitive financing to fund its growth.
The Company's strategy focuses on enhancing revenue and profitability of all
store locations and the opening of additional stores. The Company's growth
strategy is premised on a number of assumptions concerning trends in each of the
retail industries as well as trends in franchising and the economy. To the
extent that the Company's assumptions with respect to any of these matters are
inaccurate, its results of operations and financial condition could be adversely
affected.
9
<PAGE>
SALE OF DISC GO ROUND
On June 26, 1998, Grow Biz International, Inc., (the Company) completed the sale
of the assets, primarily intangibles, and franchising rights of its Disc Go
Round concept to CD Warehouse, Inc. (CD Warehouse) for $7.0 million cash plus
the assumption of $384,000 in deferred franchise fees. At the time of the sale,
there were 137 Disc Go Round stores in operation, including 3 Company-owned
stores, and an additional 37 franchise agreements awarded for stores that were
not yet opened. The sale resulted in a $5,231,500 operating gain, or $.51 per
share diluted, in the second quarter ending June 27, 1998.
RESULTS OF OPERATIONS
The following table sets forth for the periods indicated, certain income
statement items as a percentage of total revenue and the percentage change in
the dollar amounts from the prior period:
<TABLE>
<CAPTION>
----------------------------------------------------------------------------
Three Months Ended Six Months Ended
June 27, 1998 June 28, 1997 June 27, 1998 June 28, 1997
----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Revenue:
Merchandise sales 73.2% 73.5% 76.1% 74.3%
Royalties 22.1 20.9 20.1 20.8
Franchise fees 4.4 5.2 3.2 4.0
Advertising and other 0.3 0.4 0.6 0.9
------- ------- ------- -------
Total revenues 100.0% 100.0% 100.0% 100.0%
Cost of merchandise sold (60.2) (64.8) (62.6) (65.5)
Selling, general and administrative
expenses (32.8) (27.5) (31.7) (28.4)
Gain on the sale of Disc Go Round 22.3 0.0 10.7 0.0
------- ------- ------- -------
Income from operations 29.3 7.7 16.4 6.1
Interest and other income, net 0.2 0.2 0.0 0.3
------- ------- ------- -------
Income before income taxes 29.5 7.9 16.4 6.4
Provision for income taxes 11.6 3.1 6.4 2.5
------- ------- ------- -------
Net income 17.9% 4.8% 10.0% 3.9%
======= ======= ======= =======
</TABLE>
COMPARISON OF THREE MONTHS ENDED JUNE 27, 1998 TO THREE MONTHS ENDED JUNE 28,
1997
REVENUES
Revenues for the quarter ended June 27, 1998 totaled $23.5 million compared to
$20.7 million for the comparable period in 1997. Merchandise sales increased to
$17.2 million for the three months ended June 27, 1998 from $15.2 million for
the same period in 1997. Merchandise sales consist of the sale of product to the
Play It Again Sports franchisees through the buying group and retail sales at
the Company-owned stores. For the second quarter of 1998 and 1997 they were as
follows:
<PAGE>
1998 1997
---- ----
Buying Group $ 10,414,900 $ 11,986,300
Retail Sales 6,790,800 3,212,900
------------ -------------
Merchandise Sales $ 17,205,700 $ 15,199,200
============ =============
Buying group revenue decreased 13.1% for the three months ended June 27, 1998
compared to the same period last year as a result of more franchisees purchasing
merchandise directly from vendors. It is anticipated that buying group revenue
for the remainder of 1998 will be consistent with the prior year. Retail store
sales increased $3.6 million, or 111.4%, in the three months ended June 27, 1998
compared to the same period in 1997 as a result of acquiring forty Video Game
Exchange, Inc. stores in August 1997 and an increase in comparable store sales.
Retail sales are expected to continue to increase as the Company opens an
additional twenty-five Company-owned stores in 1998. It is anticipated the total
number of Company-owned stores will be over eighty-five by the end of 1998.
Royalties increased 20.2% to $5.2 million for the second quarter of 1998 from
$4.3 million for the same period in 1997, primarily due to the expanded base of
franchise stores and an increase in comparable store sales. Royalty growth is
expected to slow slightly in the near future due to the sale of Disc Go Round.
Franchise fee income, which is recognized when the store is open, is consistent
with the prior year. We anticipate store openings for the twelve months ended
December 26, 1998 to be consistent with the same period in 1997, and that the
impact of the sale of Disc Go Round will be offset by the opening of ReTool and
It's About Games franchise stores.
COST OF MERCHANDISE SOLD
Cost of merchandise sold includes the cost of merchandise sold through the
buying group and at Company-owned retail stores. For the three months ended June
27, 1998 the cost of merchandise sold as a percentage of the related revenue was
consistent with the previous year as shown in the following table:
1998 1997
---- ----
Buying Group 95.5% 95.2%
Retail Stores 61.7 62.1
SELLING, GENERAL AND ADMINISTRATIVE
The $2.0 million, or 35.7%, increase in operating expenses in the three months
ended June 27, 1998 compared to the same period in 1997 is primarily due to the
costs related to operating the Video Game Exchange, Inc. stores acquired in
August 1997. Operating expenses are expected to continue to increase
proportionately with the opening of the additional Company-owned retail stores.
Net income for the second quarter of 1998 was $4.2 million, or $.68 per share
diluted, compared to $994,000, or $.16 per share diluted, in the same period of
1997. The second quarter of 1998 earnings include the $5.2 million gain on the
sale of Disc Go Round. This gain, net of taxes, represents $3.2 million, or $.51
per share diluted.
<PAGE>
COMPARISON OF SIX MONTHS ENDED JUNE 27, 1998 TO SIX MONTHS ENDED JUNE 28, 1997
REVENUES
Revenues for the six months ended June 27, 1998 were $49.1 million compared to
$39.8 million for the comparable period in 1997. Merchandise sales consist of
the sale of product to the Play It Again Sports franchisees through the buying
group and retail sales at the Company-owned stores. For the first six months of
1998 and 1997 merchandise sales were as follows:
1998 1997
---- ----
Buying Group $ 22,197,100 $ 23,192,700
Retail Sales 15,201,400 6,385,700
------------ ------------
Merchandise Sales $ 37,398,500 $ 29,578,400
============ ============
The 4.3% decrease in buying group sales for the six months ended June 27, 1998
compared to the same period last year was as a result of more franchisees
purchasing merchandise directly from vendors during the period. It is
anticipated that buying group revenue will be consistent with the prior year.
Retail store sales increased $8.8 million, or 138.1%, in the first six months of
1998 compared to 1997 as a result of acquiring forty Video Game Exchange, Inc.
stores in August 1997. Retail sales are expected to continue to increase as the
Company opens an additional twenty-five Company-owned stores in 1998. It is
anticipated the total number of Company-owned store will be over eighty-five by
the end of 1998.
Royalties increased to $9.9 million for the first six months of 1998 from $8.3
million for the same period in 1997, primarily due to the expanded base of
franchise stores and an increase in comparable store sales. Royalty growth is
expected to slow in the near future due to the sale of Disc Go Round. Franchise
fee income is consistent with the prior year. We anticipate store openings for
the twelve months ended December 26, 1998 to be consistent with the same period
in 1997, and that the impact of the sale of Disc Go Round will be offset by the
opening of ReTool and It's About Games franchise stores.
COST OF MERCHANDISE SOLD
Cost of merchandise sold includes the cost of merchandise sold through the
buying group and at Company-owned retail stores. For the six months ended June
27, 1998 the cost of merchandise sold as a percentage of the related revenue was
consistent with the previous year as shown in the following table:
1998 1997
---- ----
Buying Group 95.8% 95.1%
Retail Stores 62.4 62.8
<PAGE>
SELLING, GENERAL AND ADMINISTRATIVE
The $4.2 million, or 37.4%, increase in operating expense for the six months
ended June 27, 1998 compared to the same period in 1997 is primarily due to the
costs related to operating the Video Game Exchange, Inc. stores acquired in
August 1997, along with the costs incurred to begin franchising the It's About
Games and ReTool concepts. Operating expenses are expected to continue to
increase proportionately with the opening of the additional Company-owned retail
stores.
Net income for the first half of 1998 was $4.9 million, or $.79 per share
diluted, compared to $1.5 million, or $.25 per share diluted, in the same period
of 1997. The first half of 1998 earnings include the $5.2 million gain on the
sale of Disc Go Round. This gain, net of taxes, represents $3.2 million, or $.51
per share diluted.
LIQUIDITY AND CAPITAL RESOURCES
The Company ended the period with $9.5 million in cash and had a current ratio
of 1.8 to 1.0.
During the six months ended June 27, 1998, the Company's operating activities
provided $7.3 million of cash. The increase is primarily due to pretax net
income of $8.1 million, which includes a $5.2 million gain from the sale of Disc
Go Round. In addition, accrued liabilities increased $2.1 million primarily as a
result of recording the tax liability relating to the sale of Disc Go Round.
The Company's investing activities provided $688,400 as a result of the
disposition of $1.7 million of certain net assets of Disc Go Round being offset
by a increase of $1.1 million for purchases of property and equipment and other
assets.
The Company's $1.6 million use of cash for financing activities in the first six
months of 1998 was due to note payable payments and the repurchase of 95,373
shares of the Company's common stock offset by cash received from the exercise
of options and warrants to purchase 77,443 shares of the Company's common stock.
The Company has a $5.0 million committed revolving line of credit agreement
which is due for renewal on July 31, 1999. Borrowings against the line carry an
interest rate of prime which was 8.5% at June 27, 1998. The available line is
reduced by a $2.0 million letter of credit issued by the Company in March 1998
in connection with its appeal of a court ruling on a motion in the Van Buskirk
litigation matter.
The Company believes that its current cash position, cash generated from future
operations, availability of line of credit borrowings and additional capacity
for debt will be adequate to meet the Company's current obligations and
operating needs.
<PAGE>
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS
At the Annual Shareholders meeting held on April 30, 1997, the Company submitted
to a vote of security-holders the following matters which received the indicated
votes:
1. Approving setting the number of members of the Board of Directors at six
(6):
Broker
For: 5,499,183 Against: 5,114 Abstain: 3,563 Non-Vote: 0
2. Election of Directors:
For: Withheld:
K. Jeffrey Dahlberg 5,281,739 226,121
Ronald G. Olson 5,283,339 224,521
Randel S. Carlock 5,281,839 226,021
Dennis J. Doyle 5,282,339 225,521
Robert C. Pohlad 5,280,289 227,571
Bruce C. Sanborn 5,283,339 224,542
3. Approving an amendment to the Company's 1992 Stock Option Plan to increase
the number of common shares authorized for issuance thereunder by 300,000
shares:
Broker
For: 4,525,836 Against: 261,511 Abstain: 7,507 Non-Vote: 713,006
4. Ratifying the appointment of Arthur Andersen LLP as independent auditors
for the current fiscal year:
Broker
For: 5,501,746 Against: 2,216 Abstain: 3,898 Non-Vote: 0
<PAGE>
2. 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.
GROW BIZ INTERNATIONAL, INC.
Date: August 6, 1998 By: /s/ Ronald G. Olson
-------------------
Ronald G. Olson
President and Chief Executive Officer
Date: August 6, 1998 By: /s/ David J. Osdoba, Jr.
------------------------
David J. Osdoba, Jr.
Vice President of Finance and Chief Financial
Officer
Exhibit 99
GROW BIZ INTERNATIONAL, INC.
CAUTIONARY STATEMENTS FOR PURPOSES OF THE "SAFE HARBOR"
PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT
Grow Biz International, Inc. (the "Company") desires to take advantage of the
new "safe harbor" provisions of the Private Securities Litigation Reform Act of
1995 and is filing this Exhibit to its Quarterly Report on Form 10-Q in order to
do so. When used in this Quarterly Report on Form 10-Q and in future filings by
the Company with the Securities and Exchange Commission in the Company's annual
report, quarterly reports, press releases and in oral statements made with the
approval of an authorized executive officer, the words or phrases "will likely
result", "look for", "may result", "will continue", "is anticipated", "expect",
"project" or similar expressions are intended to identify "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Such statements are subject to certain risks and uncertainties that
could cause actual results to differ materially from historical earnings and
those presently anticipated or projected. The Company cautions readers that the
following important factors, among others, could affect the Company's financial
performance and could cause the Company's actual results for future periods to
differ materially from any forward-looking statements made by, or on behalf of,
the Company:
DEPENDENCE ON NEW FRANCHISEES
The Company's ability to generate increased revenue and achieve higher levels of
profitability depends on increasing the number of franchised stores open. While
management believes that a number of major metropolitan markets have reached or
are nearing the saturation point for certain concepts, management also believes
that many larger and smaller markets will continue to provide significant
opportunities for sales of franchises and that the Company can sustain
approximately its current annual level of store openings. However, there can be
no assurance that the Company will sustain this level of store openings.
INABILITY TO COLLECT ACCOUNTS RECEIVABLE
In the event that the Company's ability to collect accounts receivable
significantly declines from current rates, additional charges that affect
earnings may be incurred.
UNOPENED STORES
The Company believes that a substantial majority of stores sold but not opened
will open within the time period permitted by the applicable franchise agreement
or the Company will be able to resell the territories for most of the terminated
or expired franchises. However, there can be no assurance that substantially all
of the currently sold but unopened franchises will open and commence paying
royalties to the Company. To the extent the Company is required to refund any
franchise fees for stores that do not open, the Company believes that it will be
able to repay these fees out of available cash.
<PAGE>
DEPENDENCE ON SUPPLY OF USED MERCHANDISE
The Company's store concepts are based on offering customers a mix of used and
new merchandise. As a result, obtaining continuing supplies of high quality used
merchandise is essential to the success of the Company's store concepts. To
date, supplies of used merchandise have been adequate and the Company's training
programs emphasize methods for locating and purchasing used goods. There can be
no assurance, however, that supply problems will not be encountered in the
future.
COMPETITION
Retailing, including the sale of sporting goods, children's apparel, computer
equipment, compact disks and musical instruments, is highly competitive. Many
retailers have significantly greater financial and other resources than the
Company and its franchisees. Individual franchisees face competition in their
markets from retailers of new merchandise and, in certain instances, resale,
thrift and other stores that sell used merchandise. To date, the Company's
franchisees and its Company-owned stores have not faced a high degree of
competition in the sale of used merchandise. However, the Company may face
additional competition as its franchise systems expand and additional
competitors may enter the used merchandise market.
S, G & A EXPENSE
The Company's ability to control the amount, and rate of growth in, selling,
general and administrative expenses; and the impact of unusual items resulting
from the Company's ongoing evaluation of its business strategies, asset
valuations and organizational structures.
FINANCING
The Company's ability to obtain competitive financing to fund its growth.
QUARTERLY FLUCTUATIONS
The Company's quarterly results of operations have fluctuated as a result of the
timing of recognition of franchise fees, receipt of royalty payments, timing of
merchandise shipments, timing of expenditures and other factors. There can be no
assurance that results in future periods will not fluctuate on a quarterly
basis.
GOVERNMENT REGULATION
As a franchisor, the Company is subject to various federal and state franchise
laws and regulations. Although the Company believes it is currently in material
compliance with existing federal and state laws, there is a trend toward
increasing government regulation of franchising. The promulgation of new
franchising laws and regulations could adversely affect the Company.
The Company does not undertake and specifically declines any obligations to
publicly release the result of any revisions which may be made to any
forward-looking statements to reflect events or circumstances after the date of
such statements or to reflect the occurrence of anticipated or unanticipated
events.
<TABLE> <S> <C>
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<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-26-1998
<PERIOD-END> JUN-27-1998
<CASH> 9,509
<SECURITIES> 0
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<ALLOWANCES> (916)
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0
0
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