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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8 - K/A
(Amendment No. 2)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report July 31, 1997
COMMISSION FILE NO. 0-24812
BRASSIE GOLF CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 56-1781650
- --------------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5806-A Breckenridge Parkway, Tampa, FL 33610
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(Address of principal executive offices)
(813) 621-4653
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(Registrant's telephone number, including area code)
Check 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 [ ]
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BRASSIE GOLF CORPORATION
FORM 8 - K/A
TABLE OF CONTENTS
<TABLE>
<S> <C>
Item 1. Changes in Control of Registrant - None
Item 2. Acquisition or Disposition of Assets.............................................................Page 3
Item 3. Bankruptcy or Receivership - None
Item 4. Changes in Registrant's Certifying Accountant - None
Item 5. Other Events - None
Item 6. Resignations of Registrant's Directors - None
Item 7. Financial Statements and Exhibits ...............................................................Page 3
Signatures................................................................................................Page 6
</TABLE>
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ITEM 2. Acquisition or Disposition of Assets
The Company has disposed of its golf course management operations through the
sale of two of the Company's consolidated subsidiaries, Club Operations and
Property Management, Inc. ("COPM") and Brassie Golf Management Services, Inc.
("BGMS").
On July 16, 1997 the Company sold all the outstanding capital stock of COPM, a
Florida Corporation, and BGMS, a Delaware Corporation, to Granite Golf Group,
Inc., headquartered in Phoenix, Arizona ("Granite"). The sales price for the
subsidiaries was comprised of $600,000 cash at closing and, at the Company's
sole election, either (i) $250,000 cash to be paid within one year of closing or
(ii) $500,000 of Granite common stock, one half of which is to be paid one year
from closing and one half to be paid two years from closing.
ITEM 7. Financial Statements and Exhibits
Financial Statements
BRASSIE GOLF CORPORATION
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF JUNE 30, 1997
(UNAUDITED)
The following unaudited pro forma balance sheet is presented as if COPM and
BGMS ("Sold Properties") were sold to Granite Golf as of June 30, 1997 and
should be read in conjunction with the pro forma condensed statement of
operations by the Company. The pro forma condensed balance sheet is unaudited
and is not necessarily indicative of what the actual financial position would
have been had the transaction actually occurred on June 30, 1997.
<TABLE>
<CAPTION>
Brassie Golf Brassie Golf
Combining Sold Combining
Historical Properties Pro Forma
------------ ---------- -----------
<S> <C> <C> <C>
Current assets:
Cash $ 361,523 $ 600,000 $ 961,523
Marketable equity securities 39,912 39,912
Accounts and notes receivable 409,619 48,290 457,909
Inventories and other current assets 225,702 225,702
------------ ---------- ------------
Total current assets 1,036,756 648,290 1,685,046
Equity investments in subsidiaries 149,603 149,603
Property and equipment, net 10,332,767 (12,465) 10,320,302
Accounts receivable from related parties 456,937 456,937
Intangible assets, net 763,975 763,975
Goodwill, net 609,545 (609,545) -
------------ ---------- ------------
Total assets $ 13,349,583 $ 26,280 $ 13,375,863
============ ========== ============
Liabilities And Shareholding Equity:
Accounts payable and accrued expenses $ 966,026 $ (98,720) $ 867,306
Accrued interest payable 196,281 196,281
Income tax payable 189,712 189,712
Mortgages and notes payable 8,624,994 8,624,994
Accrued discount on convertible debentures 570,494 570,494
Minority interest payable 111,684 111,684
Shareholders' Equity:
Preferred Stock 281 281
Common Stock 29,520 29,520
Additional paid-in capital 25,974,396 25,974,396
Accumulated deficit (23,234,527) 125,000 (23,109,527)
Unrealized (loss) on investments (237) (237)
Foreign currency translation adjustment (79,041) (79,041)
------------ ---------- ------------
Total shareholders' equity 2,690,392 125,000 2,815,392
------------ ---------- ------------
Total liabilities and shareholders' equity $ 13,349,583 $ 26,280 $ 13,375,863
============ ========== ============
</TABLE>
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BRASSIE GOLF CORPORATION
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 1997
(UNAUDITED)
The following unaudited pro forma statement of operations is presented as
if COPM and BGMS ("Sold Properties") were sold to Granite Golf as of January 1,
1997 and should be read in conjunction with the pro forma condensed statement of
operations by the Company. The pro forma condensed statement of operations is
unaudited and is not necessarily indicative of what the actual financial
position would have been had the transaction actually occurred on January 1,
1997.
<TABLE>
<CAPTION>
Brassie Golf Brassie Golf
Combining Sold Combining
Historical Properties Pro Forma
------------ ---------- -----------
<S> <C> <C> <C>
Operating Revenues $ 2,575,167 $ 629,193 $ 1,945,974
Operating Expenses (2,592,643) (649,851) (1,942,792)
Depreciation and Amortization (370,006) (20,300) (349,706)
------------ ---------- ------------
Operating Loss (387,482) (40,958) (346,524)
Interest Expense (354,661) (354,661)
Other Income (Expense) 26,930 1,627 25,303
------------ ---------- ------------
Net Loss Before Extraordinary Item $ (715,213) $ (39,331) $ (675,882)
============ ========== ============
Net Loss Per Share Before Extraordinary Item $ (.02)
============
</TABLE>
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BRASSIE GOLF CORPORATION
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
(UNAUDITED)
The following unaudited pro forma statement of operations is presented as
if COPM and BGMS ("Sold Properties") were sold to Granite Golf as of January 1,
1996 and should be read in conjunction with the pro forma condensed statement of
operations by the Company. The pro forma condensed statement of operations is
unaudited and is not necessarily indicative of what the actual financial
position would have been had the transaction actually occurred on January 1,
1996.
<TABLE>
<CAPTION>
Brassie Golf Brassie Golf
Combining Sold Combining
Historical Properties Pro Forma
------------ ---------- -----------
<S> <C> <C> <C>
Operating Revenues $ 5,231,902 $ 1,376,592 $ 3,855,310
Operating Expenses (5,963,114) (1,386,465) (4,576,649)
Depreciation and Amortization (1,042,891) (262,426) (780,465)
------------ ----------- ------------
Operating Loss (1,774,103) (272,299) (1,501,804)
Interest Expense (2,316,301) - (2,316,301)
Writedown of Goodwill (4,050,000) (4,050,000) -
Other Income (Expense) (485,328) 1,013 (486,341)
------------ ----------- ------------
Net Loss Before Extraordinary Item $ (8,625,732) $(4,321,286) $ (4,304,446)
============ =========== ============
Net Loss Per Share Before Extraordinary Item $ (.22)
============
</TABLE>
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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 herein duly authorized.
BRASSIE GOLF CORPORATION
By: /s/ Stephen A. Tucker
-------------------------
Stephen A. Tucker
Chief Financial Officer
Date: September 30, 1997
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