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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 June 30, 2002.
[ ] 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: 0-14146
WOMEN'S GOLF UNLIMITED, INC.
----------------------------
(Exact Name of Registrant as Specified in its Charter)
NEW JERSEY 22-2388568
- ---------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
18 GLORIA LANE, FAIRFIELD, NJ 07004
- ----------------------------- -----
(Address of Principal Executive Office) (Zip Code)
(973) 227-7783
--------------
(Registrant's telephone number, 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__
On June 30, 2002, 3,225,173 shares of common stock, $.01 par value, were issued
and outstanding.
WOMEN'S GOLF UNLIMITED, INC.
FORM 10-Q
For Quarterly Period Ended JUNE 30, 2002
INDEX
PART I. FINANCIAL INFORMATION Page Number
Item 1. FINANCIAL STATEMENTS
Balance Sheets -
June 30, 2002 and December 31, 2001 2
Statements of Operations -
Three Months Ended June 30, 2002
and June 30, 2001 3
Statements of Operations -
Six Months Ended June 30, 2002
and June 30, 2001 4
Statements of Cash Flows -
Six Months Ended June 30, 2002
and June 30, 2001 5
Notes to Financial Statements 6
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 8
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK 10
PART II. OTHER INFORMATION 10
Item 4. SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS 10
Item 6. EXHIBITS AND REPORTS ON FORM 8-K 11
SIGNATURES 12
EXHIBIT INDEX 13
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
WOMEN'S GOLF UNLIMITED, INC.
BALANCE SHEETS
AS OF JUNE 30, 2001 (UNAUDITED)
AND DECEMBER 31, 2001 (AUDITED)
June 30, December 31,
2002 2001
------------ ------------
ASSETS
Current Assets
Cash $ 830 $ 7,717
Accounts Receivable - Net 3,247,654 3,092,565
Inventories 4,471,683 4,406,117
Prepaid Expenses 73,804 137,799
Deferred Income Taxes 199,000 173,000
------------ ------------
Total Current Assets 7,992,971 7,817,198
Plant and Equipment - Net 151,155 140,347
Non-Current Deferred Income Taxes 43,000 30,000
Intangible Asset - Net 2,990,616
Goodwill - Net 4,896,568
Other Assets - Net 98,653 110,255
------------ ------------
Total Assets $ 11,276,395 $ 12,994,368
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Current Portion Long Term Debt $ 1,056,034 $ 1,307,243
Short-term Borrowings 3,291,406 3,780,465
Accounts Payable 789,289 373,189
Accrued Expenses 465,936 348,310
Other Current Liabilities 4,000 19,735
------------ ------------
Total Current Liabilities 5,606,665 5,828,942
Long-Term Liabilities
Long-Term Debt, less Current Portion 50,000 202,413
------------ ------------
Total Liabilities 5,656,665 6,031,355
------------ ------------
Shareholders' Equity
Common Stock, $.01 Par; 12,000,000 Shares
Authorized: 3,225,173 & 3,225,173 Issued
& Outstanding at June 30, 2002 and
December 31, 2001, respectively 32,252 32,252
Additional Paid in Capital 6,350,736 6,350,736
Retained Earnings (Deficit) (763,258) 580,025
------------ ------------
Total Shareholders' Equity 5,619,730 6,963,013
------------ ------------
Total Liabilities and Shareholders' Equity $ 11,276,395 $ 12,994,368
============ ============
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS
2
WOMEN'S GOLF UNLIMITED, INC.
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED
JUNE 30, 2002 AND JUNE 30, 2001
(UNAUDITED)
June 30, June 30,
2002 2001
----------- -----------
Net Sales $ 3,914,338 $ 5,402,339
Cost of Goods Sold 2,217,112 3,055,164
----------- -----------
Gross Profit 1,697,226 2,347,175
----------- -----------
Operating Expenses:
Selling 686,005 1,413,268
General & Administrative 574,860 741,158
----------- -----------
Total Operating Expenses 1,260,865 2,154,426
Operating Income 436,361 192,749
----------- -----------
Other Income (Expense)
Interest (74,660) (140,144)
Other Income 187,910 100,993
----------- -----------
113,250 (39,151)
----------- -----------
Income Before Income Taxes 549,611 153,598
Provision for Income Taxes 217,246 117,350
----------- -----------
Net Income $ 332,365 $ 36,248
=========== ===========
Earnings per Common Share
Basic $ 0.10 $ 0.01
=========== ===========
Diluted $ 0.10 $ 0.01
=========== ===========
Weighted Average Number of Common Shares Outstanding -
Basic 3,225,173 3,223,039
Diluted 3,249,140 3,323,713
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS
3
WOMEN'S GOLF UNLIMITED, INC.
STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED
JUNE 30, 2002 AND JUNE 30, 2001
(UNAUDITED)
June 30, June 30,
2002 2001
----------- -----------
Net Sales $ 7,537,133 $ 9,923,934
Cost of Goods Sold 4,382,690 5,705,055
----------- -----------
Gross Profit 3,154,443 4,218,879
----------- -----------
Operating Expenses:
Selling 1,347,272 2,236,901
General & Administrative 1,134,097 1,402,617
----------- -----------
Total Operating Expenses 2,481,369 3,639,518
Operating Income 673,074 579,361
----------- -----------
Other Income (Expense)
Interest (146,628) (249,914)
Other Income 223,017 141,452
----------- -----------
76,389 (108,462)
----------- -----------
Income Before Income Taxes 749,463 470,899
Provision for Income Taxes 286,298 260,723
----------- -----------
Income before Cumulative
Effect of Accounting Change 463,165 210,176
----------- -----------
Cumulative Effect of Accounting
Change, Net of Tax (1,806,448)
----------- -----------
Net Income (Loss) $(1,343,283) $ 210,176
=========== ===========
Earnings per Common Share from before Cumulative Effect of
Accounting Change Basic $ 0.14 $ 0.07
=========== ===========
Diluted $ 0.14 $ 0.07
=========== ===========
Cumulative Effect of Accounting Change Basic $ (0.56) $ 0.00
=========== ===========
Diluted $ N/A $ 0.00
=========== ===========
Income (Loss) per Share Basic $ (0.42) $ 0.07
=========== ===========
Diluted $ N/A $ 0.07
=========== ===========
Weighted Average Number of Common Shares Outstanding -
Basic 3,225,173 3,223,039
Diluted 3,256,479 3,224,768
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS
4
WOMEN'S GOLF UNLIMITED, INC.
STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED
JUNE 30, 2002 AND JUNE 30, 2001
(UNAUDITED)
June 30, June 30,
2002 2001
---- ----
OPERATING ACTIVITIES
Net Income (Loss) $(1,343,283) $ 210,176
Adjustments to Reconcile Net Income (Loss) to
Net Cash Provided By (Used In) Operating Activities:
Depreciation 31,305 54,168
Amortization 99,504 182,826
Goodwill Impairment 1,806,448
Deferred Income Taxes (39,000) (6,000)
Allowance for Doubtful Accounts 144,000 156,111
Changes in Assets and Liabilities:
Accounts Receivable (299,089) (1,108,641)
Inventories (65,566) (997,412)
Prepaid Expenses 63,995 (62,404)
Other Assets 11,602 6,523
Accounts Payable 416,100 828,298
Accrued Expenses 117,626 65,522
Other Current and Non-Current Liabilities (15,735) (23,298)
----------- -----------
NET CASH PROVIDED BY (USED IN) OPERATIONS 927,907 (694,131)
----------- -----------
INVESTING ACTIVITIES
Purchases of Equipment (42,113) (33,857)
----------- -----------
FINANCING ACTIVITIES
Repayments of long-term debt (403,622) (299,794)
Proceeds from (Repayment) Revolving Line of Credit, Net (489,059) 1,024,318
----------- -----------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES (892,681) 724,524
----------- -----------
DECREASE IN CASH (6,887) (3,464)
CASH - BEGINNING OF PERIOD 7,717 9,886
----------- -----------
CASH - END OF PERIOD $ 830 $ 6,422
=========== ===========
SUPPLEMENTAL CASH FLOW DISCLOSURES
Cash Paid During the Period For:
Interest $ 191,437 $ 249,914
=========== ===========
Income Taxes $ 130,470 $ 133,840
=========== ===========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS
5
NOTES TO FINANCIAL STATEMENTS
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited financial statements of Women's Golf Unlimited, Inc.,
(the "Company") have been prepared in accordance with accounting principles
generally accepted in the United States of America for interim financial
reporting. In the opinion of management, all material adjustments (consisting of
normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the six months ended June 30, 2002 are not
necessarily indicative of the results that may be expected for the fiscal year
ending December 31, 2002. The unaudited financial statements and related notes
are presented as permitted by Form 10-Q and do not contain certain information
included in the Company's annual financial statements and notes thereto. For
further information, refer to the Company's annual financial statements and
notes thereto included in the Company's annual report on Form 10-K for the
fiscal year ended December 31, 2001.
1) EARNINGS PER SHARE
Basic earnings per share ("EPS") excludes dilution and is computed by dividing
net income available to common stockholders by the weighted average number of
common shares outstanding for the period. Diluted EPS reflects the potential
dilution that could occur if stock options or other contracts to issue common
stock were exercised and resulted in the issuance of common stock that then
shared in the earnings of the Company. Diluted EPS is computed using the
treasury stock method when the effect of common stock equivalents would be
dilutive. The only reconciling item between the denominator used to calculate
basic EPS and the denominator used to calculate diluted EPS is the dilutive
effect of stock options issued to employees of the Company and other parties.
The Company has issued no other potentially dilutive common stock equivalents.
2) NEW ACCOUNTING PRONOUNCEMENT
In June 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible
Assets. This accounting standard addresses financial accounting and reporting
for goodwill and other intangible assets and requires that goodwill amortization
be discontinued and replaced with periodic tests of impairment. A two-step
impairment test is used to first identify potential goodwill impairment and then
measure the amount of goodwill impairment loss, if any. SFAS No. 142 is
effective for fiscal years beginning after December 15, 2001, and is required to
be applied at the beginning of the fiscal year. Impairment losses that arise due
to the initial application of this standard will be reported as a cumulative
effect of a change in accounting principle. The first step of the goodwill
impairment test, which must be completed within six months of the effective date
of this standard, will identify potential goodwill impairment. The second step
of the goodwill impairment test, which must be completed prior to the issuance
of the annual financial statements, will measure the amount of goodwill
impairment loss, if any.
In accordance with SFAS No. 142, goodwill amortization was discontinued as of
January 1, 2002. The Company recorded a goodwill impairment of $1,806,448, or
($.56) per diluted share, related to Lady Fairway acquisition as a cumulative
effect of change in accounting principle in the first quarter of 2002. In
addition, the Company stopped amortizing approximately $1.2 million of an
intangible asset deemed to have an indefinite useful life, primarily related to
the Lady Fairway trademark. The Company estimated the fair value of the
associated sole unit by
6
using a present value of future cash flows model. Based on the current level of
the intangible asset deemed to have an indefinite useful life, the adoption of
SFAS No. 142 will reduce annual amortization expense by approximately $150,000.
Amortization expense related to intangible assets deemed to have a definite
useful life is approximately $107,000 as of June 30, 2002. Due to the
non-deductibility of this goodwill, the Company did not record a tax benefit in
connection with the impairment. If the adoption of this statement occurred on
January 1, 2001, Net Income before cumulative Effect of Account Change, Net
Income and Earnings per Share, Basic and Diluted would have been $324,928,
($1,481,520) and ($0.46) and (N/A), respectively for the year ended December 31,
2001.
In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment of
Disposal of Long-Lived Assets." This statement will be effective for fiscal
years beginning after December 15, 2001. This statement established a single
accounting model, based upon the framework established in SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed of," for long-lived assets to be disposed of by sale or to address
significant implementation issues.
INVENTORIES
Inventories are valued at the lower of cost, determined on the basis of the
first-in, first-out method, or market. Inventories at June 30, 2002 and December
31, 2001 consisted of the following components:
6/30/02 12/31/01
---------- ----------
Raw Materials $ 804,902 $ 793,101
Finished Goods 3,666,781 3,613,016
---------- ----------
$4,471,683 $4,406,117
========== ==========
SHORT TERM BORROWINGS
The Company has a secured revolving line of credit allowing a maximum credit
limit of $8,000,000, less 50% of the aggregate face amount of all outstanding
letters of credit, and subject to various borrowing bases through September 30,
2003. The availability of funds under this line of credit varies as it is based,
in part, on a borrowing base of 80% of eligible accounts receivable and 60% of
qualified inventory. Substantially all of the Company's assets are used as
collateral for the credit line. Interest rates are at prime plus one-quarter
percent, paid monthly; the interest rate was 5.00% as of June 30, 2002 and 5.00%
as of December 31, 2001. The Company's remaining availability on the line of
credit, as of June 30, 2002 was approximately $ 1,865,000.
The credit facility contains certain covenants, which, among other items,
require the maintenance of certain financial ratios including tangible net worth
and working capital. Any event of default under the credit facility permits the
lender to cease making additional loans there-under. The Company was in
compliance with all covenants and conditions of the facility as of June 30,
2002.
QUARTERLY ENDS
The Company reports its interim financial statements as of the Friday closest to
month-end of the quarter. Therefore, the interim quarters for fiscal 2002 will
end on March 31, 2002, June 30, 2002 and September 29, 2002. The Company reports
its year-end financial statements as of December 31.
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
Net Sales for the three-months and six-month periods ended June 30, 2002 were
$3,914,338 and $7,537,133 respectively, compared to $5,402,339 and $ 9,923,934
for the same periods in 2001. Management attributes this 24.0% decrease for the
six-month period to the softness in the equipment industry caused by the general
economic slowdown and bad weather in parts of the country in the spring. The
Square Two brand was down 20.8% and the NancyLopezGolf brand was down 18.9% for
the six-months ended June 30, 2002. The Lady Fairway shoe brand was down 57.1%
for the six-months ended June 30, 2002, which was the result of excess inventory
at the retail level and managements decision to completely begin to change the
product and marketing. The effect of these changes will not be felt until 2003.
Net sales for the three-month period ended June 30, 2002 were 27.5% less than
the same period in 2001. The Square Two brand was down 38.9%, the NancyLopezGolf
brand was down 27.8% and Lady Fairway was down 38.6% for the three-months ended
June 30, 2002.
Gross profit as a percentage of sales for the three-month and six-month periods
ended June 30, 2002 was 43.4% and 41.9% respectively, as compared to 43.5% and
42.5% for the same periods in 2001. Management attributes this decrease to lower
revenue and a higher amount of shoe closeouts in 2002.
Selling expenses for the three-month and six-month periods ended June 30, 2002
were $686,005 and $1,347,272, compared to $1,413,268 and $ 2,236,901 for the
same periods in 2001. The six-month decrease of approximately $890,000 is a
result of a decrease in advertising, due to no television campaign done in 2002
and reduced national show expense as well as a reduction in commissions, due to
decreased sales. The three-month decrease of approximately $727,000 was due to
no television campaign done in 2002 and a reduction of commissions.
General and Administrative expenses for the three-month and six-month periods
ended June 30, 2002 were $574,860 and $1,134,097 respectively, compared to
$741,158 and $1,402,617 the same periods in 2001. The three-month and six-month
decreases are mainly due to the consolidation of Lady Fairway operations into
our New Jersey facility as well as decreased Legal, professional fees, bad debt
and FASB 142, Amortization of Goodwill, which states Lady Fairway Goodwill can
no longer be expensed in 2002, but was in 2001. Goodwill for Lady Fairway for
the three-month and six-month periods ended June 30, 2001 was $38,000 and
$72,000 respectively.
Interest expense for the three-month and six-month periods ended June 30, 2002
was $74,660 and $146,628 respectively, compared to $140,144 and $249,914 for the
same periods in 2001. The average loan balance for the six-month period ended
June 30, 2002 was $4,817,287 compared to $5,209,820 for the same period in 2001.
For the three-months ended June 30, 2002, the average loan balance was
$4,028,059 compared to $4,975,311 for the same period in 2001. The decrease in
the average outstanding balance resulted mainly from better management of
inventories and receivables. In addition, interest rates for the three-month and
six-month periods ended June 30, 2002 are lower than the same periods in 2001,
therefore decreasing the interest paid on the term loan, line of credit and
promissory note.
8
Other income (expense) for the six-month period ended June 30, 2002 was $187,910
and $223,017 respectively compared to $100,993 and $141,452 for the same periods
in 2001. The three-month period ended June 30, 2002, other income (expense) was
$187,910 compared to $100,993 for the same period in 2001. This increase is due
to royalty income from international distributors.
The provision for income taxes for the three-month and six-month periods ended
June 30, 2002 was $217,246 and $286,298 respectively, compared to $117,350 and
$260,723 for the same periods in 2001. This decrease is mainly the result of the
amortization in 2001 of Goodwill associated with the acquisition of the Lady
Fairway Product Line which is not deductible for tax purposes. Per SFAS No.
142, amortization was discontinued in 2002.
The Company's net income before Cumulative Effect of Accounting Change for the
three-month and six-month periods ended June 30, 2002 was $332,365 and $463,165
respectively compared to $36,248 and $210,176 for the same periods in 2001. The
increase in net income for the three-months ended June 30, 2002 was a result of
decreased net revenue as well as decreased margins offset by reduced selling of
approximately $727,000, general and administrative expense $166,000 and interest
$65,000. The increase in net income of $252,989 for the six-months ended June
30, 2002 was a result of decreased net revenue offset by a reduction of selling
expense of approximately $889,000, reduced general and administrative of
$269,000 and reduced interest of $103,000.
CHANGE IN ACCOUNTING PRINCIPLE
In June 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets
(SFAS No. 142). This accounting standard addresses financial accounting and
reporting for goodwill and other intangible assets and requires that goodwill
amortization be discontinued and replaced with periodic tests of impairment. A
two-step impairment test is used to first identify potential goodwill impairment
and then measure the amount of goodwill impairment loss, if any. SFAS No. 142 is
effective for fiscal years beginning after December 15, 2001, and is required to
be applied at the beginning of the fiscal year. Impairment losses that arise due
to the initial application of this standard will be reported as a cumulative
effect of a change in accounting principle. The first step of the goodwill
impairment test, which must be completed within six months of the effective date
of this standard, will identify potential goodwill impairment. The second step
of the goodwill impairment test, which must be completed prior to the issuance
of the annual financial statements, will measure the amount of goodwill
impairment loss, if any.
In accordance with SFAS No. 142, goodwill amortization was discontinued as of
January 1, 2002. The Company recorded a goodwill impairment of $1,806,448, or
($.51) per diluted share, related to Lady Fairway acquisition as a cumulative
effect of change in accounting principle in the first quarter of 2002. In
addition, the Company will stop amortizing approximately $1.2 million of an
intangible asset deemed to have an indefinite useful life, primarily related to
the Lady Fairway trademark. The Company estimated the fair value of the
associated sole unit by using a present value of future cash flows model. Based
on the current level of the intangible asset deemed to have an indefinite useful
life, the adoption of SFAS No. 142 will reduce annual amortization expense by
approximately $150,000. Amortization expense related to intangible assets deemed
to have a definite useful life is approximately $107,000 as of June 30, 2002.
Due to the non-deductibility of this goodwill, the Company did not record a tax
benefit in connection with the impairment. If the adoption of this statement
occurred on January 1, 2001, Net Income before cumulative Effect of Accounting
Change, Net Income and Earnings per Share, Basic and Diluted would have been
$324,928, ($1,481,520) and ($0.46) and (N/A), respectively for the year ended
December 31, 2001.
9
FINANCIAL CONDITION AND LIQUIDITY
The Company's working capital increased by $398,050 for the six-month period
ended June 30, 2002, compared to December 31, 2001. Current assets increased by
$175,773, offset by an decrease in current liabilities of $222,277. Accounts
receivable increased by approximately $155,000 and Inventory increased by
$66,000, which was typical for the Company due to the cyclical nature of the
golf industry. In addition, Prepaid expenses decreased approximately $64,000
offset by an increase in taxes of approximately $20,000. The short-term
borrowings of the Company decreased by approximately $489,000. In addition,
accounts payable increased by approximately $416,000, Accrued Expenses increased
approximately $118,000 and Other Current Liabilities decreased by $16,000 for
the six-month period ended June 30, 2002.
Cash provided by operations was $927,907 for the six-month period ended June 30,
2002, compared to cash used of $694,131 for the same period ended June 30, 2001.
Cash provided by financing activities totaled $892,681 for the six-months ended
June 30, 2002, compared to cash used of $724,524 for the same period ended
June 30, 2001. During the six-month period ended June 30, 2002 cash used for the
payment of equipment purchased was $42,113 compared to cash used of $33,857 for
the same period ended June 30, 2001. Cash paid for interest charges on short and
long-term borrowing was $191,437 and $249,914 for the six-month periods ended
June 30, 2002 and June 30, 2001, respectively.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The Company's exposure to market risks is limited to interest rate risks
associated with the variable interest rates on its revolving line of credit,
term loan and promissory note. Changes in the interest rates affect the
Company's earnings and cash flows, but not the fair value of the Company's debt
instruments. If the indebtedness outstanding at December 31, 2001 were to remain
constant, a 1.0% increase in interest rates occurring on January 1, 2002 would
result in an increase in interest expense for the following 12 months of
approximately $46,956. There have been no material changes in the market risks
faced by the Company since December 31, 2001.
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company's annual meeting was held on June 18, 2002. The only matter voted
upon at the meeting was the election of each of the following directors to a
one-year term of office:
DIRECTOR VOTES FOR VOTES WITHHELD
Douglas A. Buffington 2,857,931 2,600
James E. Jones 2,855,906 4,625
Mary Ann Jorgenson 2,857,931 2,600
Nancy Lopez 2,858,531 2,000
Richard M. Maurer 2,857,906 2,625
10
Robert L. Ross 2,857,906 2,625
Frederick B. Ziesenheim 2,857,906 2,625
There were no abstentions or broker non-votes.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) The exhibits listed on the attached Exhibit Index are filed as part of this
report.
11
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.
WOMEN'S GOLF UNLIMITED, INC.
08/06/2002 /S/ DOUGLAS A. BUFFINGTON
- ---------------- -------------------------
Dated By:
Douglas A. Buffington
President and Chief
Operating Officer
12
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT*
3.1 Amended and Second Restated Certificate of Incorporation of
the registrant dated June 28, 1991 (incorporated by reference
to Exhibit 3.1 to the registrant's Quarterly Report on Form
10-Q for the quarter ended June 30, 1991).
3.2 Certificate of Amendment to the Amended and Second Restated
Certificate of Incorporation of the registrant (incorporated
by reference to Exhibit 99.0 to the registrant's current
report on Form 8-K reporting the event dated June 12, 2001).
3.3 Amended and Restated By-laws of the registrant dated December
6, 1991 (incorporated by reference to Exhibit 3.2 of the
registrant's Annual Report on Form 10-K for the year ended
December 31, 1991).
4.1 Common Stock Purchase Warrant in favor of Wesmar Partners
dated February 28, 1988 (incorporated by reference to Exhibit
4.4 of the registrant's Registration Statement No. 33-37371 on
Form S-3).
4.2 Common Stock Purchase Warrant in favor of Wesmar Partners
dated February 28, 1988 (incorporated by reference to Exhibit
4.5 of the registrant's Registration Statement No. 33-37371 on
Form S-3).
4.3 Stock Option Agreement between the registrant and Wesmar
Partners dated February 29, 1988 (incorporated by reference to
Exhibit 4.6 of the registrant's Registration Statement No.
33-37371 on Form S-3).
10.0 Loan and Security Agreement between the registrant and
Midlantic Bank, National Association dated December 29, 1994
(incorporated by reference to Exhibit 99 of the registrant's
Current Report on Form 8-K dated December 26, 1994).
10.1 First Amendment to Loan and Security Agreement between the
registrant and Midlantic Bank, National Association made as of
April 9, 1996 (incorporated by reference to Exhibit 10.1 of
the registrant's Annual Report on Form 10-K for the year ended
December 31, 2000).
10.2 Second Amendment to Loan and Security Agreement between
registrant and PNC Bank, National Association as successor in
interest of Midlantic Bank, National Association made as of
December 1, 1997 (incorporated by reference to Exhibit 10.12
of the registrant's Annual Report on Form 10-K for the year
ended December 31, 1997).
10.3 Fourth Amendment to Loan and Security Agreement between the
registrant and PNC Bank, National Association dated as of July
3l, 2000 (incorporated by reference to Exhibit 10.14 to the
registrant's Registration Statement No. 333-47908 on Form
S-4).
10.4 Fifth Amendment to Loan and Security Agreement between the
registrant and PNC Bank, National Association made of January
3, 2001 (incorporated by reference to Exhibit 10.4 of the
registrant's Annual Report on Form 10-K for the year ended
December 31, 2000).
10.5 Sixth Amendment to Loan and Security Agreement between the
registrant and PNC Bank, National Association made as of
August 13, 2001 (incorporated by reference to Exhibit 10.20 of
the registrant's Quarterly Report on Form 10-Q for the quarter
ended September 28, 2001).
10.6 Replacement Promissory Note of the registrant in favor of
James E. Jones dated December 29, 2000 and letter agreement in
connection with same (incorporated by reference to Exhibit
10.6 of the registrant's Annual Report on Form 10-K for the
year ended December 31, 2001).
10.7 Lease between the registrant and Kobrun Investments, III,
L.L.C. dated August 30, 2001 (incorporated by reference to
Exhibit 10.7 of the registrant's Annual Report on Form 10-K
for the year ended December 31, 2001).
10.8 Amended and Restated Licensing Agreement between Ladies
Professional Golf Association and the registrant dated January
1, 1999 (incorporated by reference to Exhibit 10.2 of the
registrant's Annual Report on Form 10-K for the year ended
December 31, 1999).
10.9 Endorsement Agreement between the registrant and Kathy
Whitworth dated October 13, 1999 (incorporated by reference to
Exhibit 10.13 to the registrant's Annual Report on Form 10-K
for the year ended December 31, 1999).
10.10 Licensing Agreement between Nancy Lopez Enterprises, Inc. and
the registrant made as of July 31, 2000 (incorporated by
reference to Exhibit 10.10 of the registrant's Annual Report
on Form 10-K for the year ended December 31, 2000).
10.11 License Agreement between the registrant and Raymond Lanctot
Ltee/Ltd. dated June 28, 1999 (incorporated by reference to
Exhibit 10.12 to the registrant's Annual Report on Form 10-K
for the year ended December 31, 1999).
10.12 Asset Purchase Agreement among the registrant, APGC Holdings
Company, LLC and The Arnold Palmer Golf Company dated July 31,
2000 (incorporated by reference to Exhibit 2.0 to the
registrant's Current Report on Form 8-K reporting the event
dated July 31, 2000).
10.13 Agreement and Plan of Reorganization, dated as of June 22,
2000, among the registrant, S2 Golf Acquisition Corp., Ladies
Golf Equipment Company, Inc., James E. Jones and Brian
Christopher (incorporated by reference to Exhibit 2.0 of the
registrant's Registration Statement No. 333-47908 on Form
S-4).
10.14 1992 Stock Plan for Independent Directors of S2 Golf Inc.
dated December 29, 1992 (incorporated by reference to Exhibit
10.11 to the registrant's Annual Report on Form 10-K for the
year ended December 31, 1992).
10.15** 1998 Employee Stock Plan of the registrant (incorporated by
reference to Exhibit 10.15 to the registrant's Annual Report
on Form 10-K for the year ended December 31, 2000).
10.16** Agreement between the registrant and Randy A. Hamill dated
January 2, 1997 (incorporated by reference to Exhibit 10.10 to
the registrant's Annual Report on Form 10-K for the year ended
December 31, 1997).
10.17** Employment Agreement between the registrant and Douglas A.
Buffington, made April 3, 2001 and effective as of January 1,
2001 (incorporated by reference to Exhibit 10.17 of the
registrant's Quarterly Report on Form 10-Q for the quarter
ended March 30, 2001).
10.18** Consulting Services Agreement between the registrant and MR &
Associates made as of December 15, 2000, effective as of
January 1, 2000 (incorporated by reference to Exhibit 10.18 of
the registrant's Annual Report on Form 10-K for the year ended
December 31, 2000).
10.19** Employment Agreement among the registrant, S2 Golf Acquisition
Corp. and James E. Jones dated as of January 1, 2001
(incorporated by reference to Exhibit 10.19 of the
registrant's Annual Report on Form 10-K for the year December
31, 2000).
10.20 Agreement and Plan of Merger between the registrant and its
wholly-owned subsidiary S2 Golf Acquisition Corp. dated as of
June 15, 2001 (incorporated by reference to Exhibit 10.20 of
the registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2001).
10.21 Sixth Amendment to Loan and Security Agreement between the
registrant and PNC Bank, National Association made as of
August 13, 2001 (incorporated by reference to Exhibit 10.21 of
the registrant's Quarterly Report on Form 10-Q for the quarter
ended September 28, 2001)
* In the case of incorporation by reference to documents filed by the
registrant under the Exchange Act, the registrant's file number under the
Act is 0-14146.
** Management contract or management compensatory plan or arrangement.