<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(MARK ONE)
( X ) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended MARCH 31, 1997
OR
( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
EXCHANGE ACT
For the transition period from __________ to __________
Commission File Number 1-12532
RENAISSANCE GOLF PRODUCTS, INC.
(Exact name of small business issuer as specified in its charter)
DELAWARE 86-0664849
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5812 MACHINE DRIVE, HUNTINGTON BEACH, CALIFORNIA 92649
(Address of Principal Executive Offices)
(714) 897-8213
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15 (d) of the Exchange Act during the past 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
--- ---
As of March 31, 1997, the registrant had 9,898,663 shares outstanding of its
Common Stock, $.001 par value.
Transitional Small Business Disclosure Format (check one);
Yes No X
--- ---
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
RENAISSANCE GOLF PRODUCTS, INC.
TABLE OF CONTENTS
PAGE
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements:
Balance Sheets as of March 31, 1997
and December 31, 1996 1
Statements of Operations for the three months
ended March 31, 1997 and 1996 2
Statements of Cash Flows for the three months
ended March 31, 1997 and 1996 3
Notes to Financial Statements 4
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 6
PART II. OTHER INFORMATION 8
SIGNATURES 9
i
<PAGE>
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
RENAISSANCE GOLF PRODUCTS, INC.
BALANCE SHEETS
AS OF MARCH 31, 1997 AND DECEMBER 31, 1996
March 31, December 31,
1997 1996
--------- ------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 82,310 $276,012
Accounts receivable, net 251,640 142,539
Inventories, net 717,107 348,640
Prepaid expenses 23,509 10,315
----------- -----------
Total current assets 1,074,566 777,506
PROPERTY AND EQUIPMENT, net 41,277 49,207
OTHER ASSETS 10,656 21,143
----------- -----------
Total assets $1,126,499 $847,856
----------- -----------
----------- -----------
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Current portion of long-term debt -- 52,935
Accounts payable 559,359 321,294
Accrued liabilities 172,487 453,332
Accrued royalties 184,146 184,146
Deferred revenue -- 267,723
Line of credit 100,000 --
Notes payable 225,000 --
----------- -----------
Total current liabilities 1,240,992 1,279,430
----------- -----------
Notes Payable, less current portion 1,049,000 920,500
----------- -----------
STOCKHOLDERS' DEFICIT:
Preferred stock, $.01 par value, 150,000 shares
authorized; 250 issued and outstanding 3 3
Common stock, $.001 par value, 20,000,000 shares
authorized; 9,898,663 issued and outstanding 9,899 5,461
Common stock subscribed, 3,812,500 shares - 762,500
Additional paid-in capital 12,646,053 11,758,741
Accumulated deficit (13,819,448) (13,878,779)
----------- -----------
Total stockholders' deficit (1,163,493) (1,352,074)
----------- -----------
Total liabilities and stockholders' deficit $1,126,499 $847,856
----------- -----------
----------- -----------
1
<PAGE>
RENAISSANCE GOLF PRODUCTS, INC.
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND MARCH 31, 1996
1997 1996
---- ----
NET SALES $430,800 $395,661
COST OF SALES 231,327 261,990
-------- ---------
Gross profit 199,473 133,671
SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES 386,332 470,836
-------- ---------
Operating loss (186,859) (337,165)
OTHER INCOME (EXPENSE):
Miscellaneous 91 71
Interest income 1,745 1
Interest expense (37,970) (10,758)
-------- ---------
Net other expense (36,134) (10,686)
-------- ---------
LOSS BEFORE INCOME TAX EXPENSE (222,993) (347,851)
PROVISION FOR INCOME TAXES (800) (800)
-------- ---------
LOSS BEFORE EXTRAORDINARY ITEM (223,793) (348,651)
EXTRAORDINARY GAIN-FORGIVENESS OF DEBT 283,124 --
-------- ---------
NET INCOME (LOSS) $59,331 ($348,651)
-------- ---------
-------- ---------
EARNINGS PER SHARE:
Loss before extraordinary item ($0.02) ($0.06)
Extraordinary gain-forgiveness of debt 0.03 --
-------- ---------
Net income (loss) per common and common
equivalent share $0.01 ($0.06)
-------- ---------
-------- ---------
WEIGHTED AVERAGE OUTSTANDING COMMON
AND COMMON EQUIVALENT SHARES 9,898,663 5,461,163
2
<PAGE>
RENAISSANCE GOLF PRODUCTS, INC.
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND MARCH 31, 1996
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $59,331 ($348,651)
Adjustments to reconcile net loss to net cash (used in) provided by
operating activities:
Depreciation and amortization 7,930 19,552
Accretion of discount 3,500 --
Change in allowance for doubtful accounts -- 12,969
Gain on forgiveness of debt (283,124) --
Compensation expense recorded in connection with options 4,250 --
Net change in operating assets and liabilities:
Accounts receivable (109,101) 318,404
Inventories (368,467) 71,382
Prepaid expenses (13,194) (28,067)
Other assets 10,487 9,687
Accounts payable and accrued expenses (27,379) 61,841
Accrued royalties -- 120,136
Deferred revenue -- (18,299)
-------- --------
Net cash (used in) provided by operating activities (715,767) 218,954
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase (decrease) in lines of credit 100,000 (233,608)
Payments on notes payable, net of discount (52,935) (117,773)
Proceeds from notes payable 225,000 50,000
Proceeds from issuance of subordinated convertible debenture 125,000 --
Proceeds from issuance of common stock 125,000 --
-------- --------
Net cash provided by (used in) financing activities 522,065 (301,381)
-------- --------
NET DECREASE IN CASH (193,702) (82,427)
CASH and cash equivalents, beginning of period 276,012 96,927
-------- --------
CASH and cash equivalents, end of period $82,310 $14,500
-------- --------
-------- --------
</TABLE>
3
<PAGE>
RENAISSANCE GOLF PRODUCTS, INC.
NOTES TO FINANCIAL STATEMENTS
For the three months ended March 31, 1997 and March 31, 1996
1. BASIS OF PRESENTATION
The financial statements reflect, in the opinion of management, all
adjustments (which include only normal recurring adjustments) necessary to
present fairly the financial position and results of operations for the
periods indicated.
The accompanying interim financial statements should be read in
conjunction with the financial statements and related notes included in the
Company's 1996 10-KSB as filed with the Securities and Exchange Commission.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been omitted pursuant to the Securities and Exchange
Commission rules and regulations.
The results of operations for the interim period covered by this report
may not necessarily be indicative of operating results for the full fiscal
year.
Net income (loss) per common and common equivalent share was computed
based on the net income (loss) divided by the weighted average number of
common and common equivalent shares outstanding (unless antidilutive) during
the years presented.
The Financial Accounting Standards Board has issued statement of
Financial Accounting Standards 128, EARNINGS PER SHARE ("SFAS 128"), which is
effective for financial statements issued for periods ending after December
15, 1997. The effect of adopting SFAS 128 has not yet been determined.
2. FINANCING
In October 1996, the Company, offered for sale in a private offering (the
"Financing") up to a maximum of 100 units at an issue price of $25,000 per
unit (the "Units"), each Unit consisting of (i) a Convertible Subordinated
Debenture due November 1, 2001 in the principal amount of $12,500 bearing
interest, payable quarterly in arrears on March 31, June 30, September 30 and
December 31 of each year commencing on June 30, 1997, at the rate of 10% per
annum for the first 24 months and bearing interest thereafter at the prime
rate charged by the Company's bank plus four points (the "Debenture"); and
(ii) 62,500 shares of Common Stock, par value $.001 (the "Unit Shares"), at a
price of $.20 per share for a total of $12,500 for the Unit Shares. The
Debenture is convertible at any time from issuance prior to maturity at the
rate of $.50 per share and is redeemable by the Company at any time after the
closing price of the Company's Common Stock equals or exceeds $1.50 per share
for 20 consecutive trading days. The Financing has resulted in the infusion
of $1,850,000 as of April 30, 1997.
In January 1997, the Company entered into a line of credit agreement with
a bank in which the Company can borrow up to $400,000 in connection with the
letter of credit established in accordance with the Fila Sport License
Agreement. The line bears interest at the bank's prime rate plus 1.5% and is
collateralized by essentially all of the Company's assets and is guaranteed
by the Chairman of the Board of Directors. The Company established a letter
of credit with an accredited bank in the amount of $400,000. The letter of
credit is secured by the line of credit. The line of credit and letter of
credit expire January 31, 1998. As of April 30, 1997, $100,000 had been
drawn down on the line of credit.
4
<PAGE>
The Company and the Company's Chairman of the Board of Directors jointly
entered into a loan and security agreement with a lender on March 31, 1997
which will provide the Company up to the maximum aggregate principal amount
of the lesser of $1,000,000, and 50% of the aggregate of all open customer
purchase orders. The amount outstanding on the loan and revolving promissory
note is adjusted upward or downward on a monthly basis, throughout the term
of the note, based on total open customer purchase orders. The revolving
promissory note executed pursuant to this agreement bears an interest rate of
12% and expires December 31, 1997. Amounts outstanding under the Agreement
are collateralized by the Company's inventory and open customer purchase
orders. As of April 30, 1997, the Company had borrowed $488,000 on this
revolving promissory note.
Effective March 21, 1997, the Company borrowed $225,000 from a
stockholder. The borrowing was paid in full plus interest at a rate of 1% per
month in April 1997.
3. FORGIVENESS OF DEBT
The Company entered into an agreement with a third party regarding
certain prepaid royalties. The third party released the Company from any
obligation to repay the prepaid royalties and required no additional services
from the Company. The result was an extraordinary gain from forgiveness of
debt in the amount of $268,000. In addition, the Company entered into
agreements with two third parties regarding the reduction and settlement of
certain trade payables. The third parties released the Company from any
obligations to repay these negotiated amounts resulting in an extraordinary
gain from forgiveness of debt in the amount of $15,000.
5
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
All statements, other than statements of historical fact, included in
this form 10-QSB, including without limitation the statements under
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" are, or may be deemed to be, "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934. Such forward-looking
statements involve assumptions, known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or achievements
of Renaissance Golf Products, Inc. (the "Company") to be materially different
from any future results, performance or achievements expressed or implied by
such forward-looking statements contained in this Form 10-QSB. Such potential
risks and uncertainties include, without limitation, competitive pricing and
other pressures from other golf equipment manufacturers, economic condition
generally and in the Company's primary markets, consumer spending patterns,
perceived quality and value of the Company's products, availability of
capital, costs of labor (foreign and domestic), cost of raw materials,
occupancy costs and other risk factors detailed herein and in other of the
Company's filings with the Securities and Exchange Commission. The
forward-looking statements are made as of the date of this Form 10-QSB and
the Company assumes no obligation to update the forward-looking statements or
to update the reasons actual results, could differ from those projected in
such forward-looking statements. Therefore, readers are cautioned not to place
undue reliance on these forward-looking statements.
RESULTS OF OPERATIONS
Net sales for the three months ended March 31, 1997 were $431,000 compared
to $396,000 for the comparable period in 1996, an increase of $35,000 or 9%.
The Company has determined to re-focus its business strategy and marketing
efforts to place greater emphasis on market niches which have been the most
consistently productive since the Company's inception and which are the most
closely aligned with Fila Sport's interests and marketing emphasis:
high-fashion design and value. The areas of renewed marketing emphasis and
their intended order of attention by the Company are as follows (i) golf bags
and accessories generally; (ii) ladies bags, clubs and accessories; (iii) men's
clubs and accessories; and (iv) junior's bags, clubs and accessories. Although
the Company intends to modify its marketing emphasis, it will continue with its
general business strategy of providing unique, innovative, quality products
which utilize and promote the Fila Sport image. The Company's business is
seasonal in nature. Therefore, operating results for one or more quarters may
not be indicative of future trends or operating results for the full fiscal
year.
Cost of sales decreased from $262,000 for the three months ended March
31, 1996 to $231,000 for the comparable period in 1997, a decrease of $31,000
or 12%. The gross profit margin increased from 34% for the three months
ended March 31, 1996 to 46% for the comparable period in 1997. This increase
in gross margins resulted from higher margins on certain product lines which
represented a higher percentage of the sales mix for the three months ended
March 31, 1997 as compared to the same period in 1996.
Selling, general and administrative costs were $386,000 for the three
months ended March 31, 1997 compared to $471,000 for the comparable period in
1996, a decrease of $85,000 or 18%. The decrease resulted primarily from
reductions in the following expenses for the three months ended March 31,
1997 as compared to the same period in 1996 respectively: lower sales and
marketing expenses ($169,000 as compared to $201,000), mainly consisting of
royalties and sales commissions; a decrease in finance and administrative
expenses ($33,000 as compared to $82,000), mainly consisting of insurance,
printing expense, courier cost, office expense, and telephone expense; a
decrease in staff costs ($124,000 as compared to $139,000), mainly consisting
of salaries, medical insurance, and workers compensation insurance; a
decrease in bad debt provision ($0 as compared to $13,000). These decreases
were offset by an increase in professional costs ($53,000 as compared to
$26,000), mainly consisting of consulting, accounting, and legal expenses.
The Company's interest expense increased from $11,000 for the three
months ended March 31, 1996 to $38,000 for the comparable period in 1997 as a
result of increased interest bearing debt in 1997.
The Company entered into an agreement with a third party regarding
certain prepaid royalties. The third party released the Company from any
obligation to repay the prepaid royalties and required no additional services
from the Company. The result was an extraordinary gain from forgiveness of
debt in the amount of $268,000. In addition, the Company entered into
agreements with two third parties regarding the reduction and settlement of
certain trade payables. The third parties released the Company from any
obligations to repay these negotiated amounts resulting in an extraordinary
gain from forgiveness of debt in the amount of $15,000. As a result of these
transactions, the Company recorded $283,000 in extraordinary gain from
forgiveness of debt.
6
<PAGE>
The Company experienced net income of $59,000 after the effect of the
$283,000 extraordinary gain from forgiveness of debt for the three months
ended March 31, 1997 compared to a net loss of $349,000 for the comparable
period in 1996.
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash from operations is generated by sales of golf products
to distributors at wholesale prices. Sales to domestic accounts are
typically due 30 to 90 days after shipment while sales to international
distributors are paid by letter of credit facilities or wire transfer upon
shipment.
Net cash (used in) provided by operating activities for 1997 and 1996 was
($716,000) and $219,000, respectively. Working capital at March 31, 1997 was
$(166,000) compared to ($502,000) at December 31, 1996. Cash and cash
equivalents at March 31, 1997 were $82,000 compared to $276,000 at December
31, 1996. Inventories, net of reserves at March 31, 1997 were $717,000
compared to $349,000 at December 31, 1996, an increase of $368,000. Also,
accounts receivable increased $109,000 from $143,000 at December 31, 1996 to
$252,000 at March 31, 1997. Notes payable for $1,274,000 were outstanding at
March 31, 1997 compared to $973,000 at December 31, 1996. Accounts payable
and accrued liabilities increased by $27,000 from December 31, 1996 to March
31, 1997. There was no net change in accrued royalties. Royalties due and
payable pursuant to the license agreement with Fila Sport for the first
quarter of 1997 were paid prior to the end of the quarter.
The Company strives to maintain a sufficient inventory of golf club
components, bags, and accessories to fulfill orders. Generally, the Company
does not maintain a substantial finished product inventory. Management
believes that all of the golf club components and other products manufactured
for the Company by suppliers are readily available from a variety of sources.
In October 1996, the Company, through the Financing, offered up to a
maximum of 100 Units at an issue price of $25,000 per Unit, each Unit
consisting of (i) a Convertible Subordinated Debenture due November 1, 2001
in the principal amount of $12,500 bearing interest, payable quarterly in
arrears on March 31, June 30, September 30 and December 31 of each year
commencing on June 30, 1997, at the rate of 10% per annum for the first 24
months and bearing interest thereafter at the prime rate charged by the
Company's bank plus four points; and (ii) 62,500 Unit Shares at a price of
$.20 per share for a total of $12,500 for the Unit Shares. The Debenture is
convertible at any time from issuance prior to maturity at the rate of $.50
per share and is redeemable by the Company at any time after the closing
price of the Company's Common Stock equals or exceeds $1.50 per share for 20
consecutive trading days.
The Financing has resulted in the infusion of $1,850,000 as of April 30,
1997. Financing has permitted the Company to pay off accrued royalties to
Fila Sport and certain other outstanding liabilities, while also adding to
working capital. Additionally, the infusion of capital resulted in the
Company being able to obtain a revolving loan from a private trust of up to
$1,000,000 based upon open customer sales orders. The Company's management
believes that the proceeds provided by the Financing and through the loan
will permit the Company to experience a positive cash flow sufficient to
purchase inventory and increase sales. As a result, management believes the
capital infusion and the increased sales levels will provide working capital
sufficient for the Company to continue operations for the next year;
although, additional capital will be needed to implement all of management's
marketing strategies over time.
7
<PAGE>
Throughout the Company's operating history, net losses have caused
significant cash flow problems, particularly during the last two years. At
December 31, 1994, the Company had cash and cash equivalents of $1,060,380.
At December 31, 1995 and December 31, 1996, the Company's available cash and
equivalents totaled $96,927 and $276,012 respectively. Although the proceeds
of this Financing and cash flow from operations are anticipated to be
sufficient for operations in 1997, the Company will likely require additional
capital for future development and the marketing of existing and future
product lines. In the event the Company cannot fund operations through sales
after the initial infusion of capital from this Financing, and if the Company
is unable to secure additional financing in the future, its ability to pursue
its business strategy, its financial position, and its results of operations
for future periods may be adversely impacted.
In January 1997, the Company entered into a line of credit agreement with
a bank in which the Company can borrow up to $400,000 in connection with the
letter of credit established in accordance with the Fila Sport License
Agreement. The line bears interest at the bank's prime rate plus 1.5% and is
collateralized by essentially all of the Company's assets and is guaranteed
by the Chairman of the Board of Directors. The Company established a letter
of credit with an accredited bank in the amount of $400,000. The letter of
credit is secured by the line of credit. The line of credit and letter of
credit expire January 31, 1998. As of April 30, 1997, $100,000 had been
drawn down on the line of credit.
The Company and the Company's Chairman of the Board of Directors jointly
entered into a loan and security agreement with a lender on March 31, 1997
which will provide the Company up to the maximum aggregate principal amount
of the lesser of $1,000,000, and 50% of the aggregate of all open customer
purchase orders. The amount outstanding on the loan and revolving promissory
note is adjusted upward or downward on a monthly basis, throughout the term
of the note, based on total open customer purchase orders. The revolving
promissory note executed pursuant to this agreement bears an interest rate of
12% and expires December 31, 1997. Amounts outstanding under the Agreement
are collateralized by the Company's inventory and open customer purchase
orders. As of April 30, 1997, the Company had borrowed $488,000 on this
revolving promissory note.
Effective March 21, 1997, the Company borrowed $225,000 from a
stockholder. The borrowing was paid in full plus interest at a rate of 1% per
month in April 1997.
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not Applicable
ITEM 2. CHANGES IN SECURITIES
Not Applicable
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not Applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not Applicable
8
<PAGE>
ITEM 5. OTHER INFORMATION
Not Applicable
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Not Applicable
SIGNATURES
Pursuant to 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.
RENAISSANCE GOLF PRODUCTS, INC.
Date: May 15, 1997 By: /s/ KENNETH W. CRAIG
--------------------
Kenneth W. Craig
President and Chief Executive Officer
Date: May 15, 1997 By: /s/ MONT E. WARREN
------------------
Mont E. Warren
Chief Financial Officer
(Principal Accounting Officer)
9
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 82,310
<SECURITIES> 0
<RECEIVABLES> 251,640
<ALLOWANCES> 0
<INVENTORY> 717,107
<CURRENT-ASSETS> 1,074,566
<PP&E> 41,277
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,126,499
<CURRENT-LIABILITIES> 1,240,992
<BONDS> 0
0
3
<COMMON> 9,899
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 1,126,499
<SALES> 430,800
<TOTAL-REVENUES> 430,800
<CGS> 231,327
<TOTAL-COSTS> 386,332
<OTHER-EXPENSES> (1,836)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 37,970
<INCOME-PRETAX> 222,993
<INCOME-TAX> 800
<INCOME-CONTINUING> 223,793
<DISCONTINUED> 0
<EXTRAORDINARY> 283,124
<CHANGES> 0
<NET-INCOME> 59,331
<EPS-PRIMARY> .01
<EPS-DILUTED> 0
</TABLE>
