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 March 31, 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
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(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 March 31, 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 MARCH 31, 2002
INDEX
PART I. FINANCIAL INFORMATION Page Number
Item 1. FINANCIAL STATEMENTS
Balance Sheets -
March 31, 2002 and December 31, 2001 2
Statements of Operations -
Three Months Ended March 31, 2002
and March 30, 2001 3
Statements of Cash Flows -
Three Months Ended March 31, 2002
and March 30, 2001 4
Notes to Financial Statements 5
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 7
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK 9
PART II. OTHER INFORMATION 9
Item 6. EXHIBITS AND REPORTS ON FORM 8-K 9
SIGNATURES 10
EXHIBIT INDEX 11
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
WOMEN'S GOLF UNLIMITED, INC.
BALANCE SHEETS
AS OF MARCH 31, 2001 (UNAUDITED)
AND DECEMBER 31, 2001 (AUDITED)
March 31, December 31,
2002 2001
------------ ------------
ASSETS
Current Assets
Cash $ 400 $ 7,717
Accounts Receivable - Net 4,158,450 3,092,565
Inventories 4,367,857 4,406,117
Prepaid Expenses 66,885 137,799
Deferred Income Taxes 199,000 173,000
------------ ------------
Total Current Assets 8,792,592 7,817,198
Plant and Equipment - Net 113,889 140,347
Non-Current Deferred Income Taxes 43,000 30,000
Intangible Asset - Net 3,044,176
Goodwill - Net 4,896,568
Other Assets - Net 102,381 110,255
------------ ------------
Total Assets 12,096,038 12,994,368
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Current Portion Long Term Debt 1,307,845 $ 1,307,243
Short-term Borrowings 4,268,710 3,780,465
Accounts Payable 560,114 373,189
Accrued Expenses 545,004 348,310
Other Current Liabilities 2,000 19,735
------------ ------------
Total Current Liabilities 6,683,673 5,828,942
Long-Term Liabilities
Long-Term Debt, less Current Portion 125,000 202,413
------------ ------------
Total Liabilities 6,808,673 6,031,355
------------ ------------
Shareholders' Equity
Common Stock, $.01 Par; 12,000,000 Shares
Authorized: 3,225,173 & 3,225,173 Issued
& Outstanding at March 31, 2002 and
December 31, 2001, respectively 32,252 32,252
Additional Paid in Capital 6,350,736 6,350,736
Retained Earnings (Deficit) (1,095,623) 580,025
------------ ------------
Total Shareholders' Equity 5,287,365 6,963,013
------------ ------------
Total Liabilities and Shareholders' Equity $ 12,096,038 $ 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
MARCH 31, 2002 AND MARCH 30, 2001
(UNAUDITED)
March 31, March 30,
2002 2001
----------- ----------
Net Sales $ 3,622,795 $ 4,521,595
Cost of Goods Sold 2,165,578 2,649,891
----------- -----------
Gross Profit 1,457,217 1,871,704
----------- -----------
Operating Expenses:
Selling 661,267 823,633
General & Administrative 559,237 661,459
----------- -----------
Total Operating Expenses 1,220,504 1,485,092
Operating Income 236,713 386,612
----------- -----------
Other Income (Expense)
Interest Expense (71,968) (109,770)
Other Income (Expense) 35,107 40,459
----------- -----------
(36,861) (69,311)
----------- -----------
Income Before Income Taxes 199,852 317,301
Provision for Income Taxes 69,052 143,373
----------- -----------
Income before Cumulative
Effect of Accounting Change 130,800 173,928
----------- -----------
Cumulative Effect of Accounting
Change, Net of Tax (1,806,448)
----------- -----------
Net Income (Loss) $(1,675,648) $ 173,928
=========== ===========
Earnings per Common Share from before
Cummulative Effect of
Accounting Change Basic $ 0.04 $ 0.00
=========== ===========
Diluted $ 0.04 $ 0.00
=========== ===========
Cummulative Effect of Accounting Change
Basic $ (0.56) $ 0.00
=========== ===========
Diluted $ (0.55) $ 0.00
=========== ===========
Loss per Share Basic $ (0.52) $ 0.05
=========== ===========
Diluted $ (0.51) $ 0.05
=========== ===========
Weighted Average Number of Common Shares Outstanding -
Basic 3,225,173 3,223,039
Diluted 3,261,061 3,269,285
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS
3
WOMEN'S GOLF UNLIMITED, INC.
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED
MARCH 31, 2002 AND MARCH 30, 2001
(UNAUDITED)
March 31, March 30,
2002 2001
----------- -----------
OPERATING ACTIVITIES
Net Income (Loss) ($1,675,648) $ 173,928
Adjustments to Reconcile Net Income to
Net Cash Provided By (Used By) Operating Activities:
Cumulative Effect of Accounting Change 1,806,448
Depreciation 16,877 26,588
Amortization 53,560 91,413
Deferred Income Taxes (39,000) (5,000)
Allowance for Doubtful Accounts 72,000 60,389
Changes in Assets and Liabilities:
Accounts Receivable (1,137,885) (1,113,649)
Inventories 38,260 (1,014,575)
Prepaid Expenses 70,914 (141,708)
Other Assets 7,874 3,762
Accounts Payable 186,922 578,211
Accrued Expenses 196,694 57,243
Other Current and Non-Current Liabilities 0 (16,509)
----------- -----------
NET CASH USED OPERATING ACTIVITIES (402,984) (1,299,907)
----------- -----------
INVESTING ACTIVITIES
Purchases of Plant & Equipment (35,357)
Proceeds from Disposal of Plant & Equipment 1,967
----------- -----------
NET CASH PROVIDED BY (USED BY) INVESTING ACTIVITIES 1,967 (35,357)
----------- -----------
FINANCING ACTIVITIES
Repayments of long-term debt (94,545) (219,151)
Proceeds from Revolving Line of Credit, Net 488,245 1,562,732
----------- -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 393,700 1,343,581
----------- -----------
INCREASE (DECREASE) IN CASH (7,317) 8,317
CASH - BEGINNING OF PERIOD 7,717 9,886
----------- -----------
CASH - END OF PERIOD $ 400 $ 18,203
=========== ===========
SUPPLEMENTAL CASH FLOW DISCLOSURES
Cash Paid During the Period For:
Interest $ 58,527 $ 138,136
=========== ===========
Income Taxes 94,470 60,000
=========== ===========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS
4
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 three months ended March 31, 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 $1,806,448, or
($.51) per diluted share, related to Lady Fairway acquisition as a cumulative
effect of change in accounting principle in
5
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 reporting 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 $ 54,000 as of March 31, 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 ($0.45), respectively.
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 March 31, 2002 and December 31, 2001 consisted of the following
components:
3/31/02 12/31/01
---------- ----------
Raw Materials $ 786,214 $ 793,101
Finished Goods 3,581,643 3,613,016
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$4,367,857 $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 March 31, 2002 and
5.00% as of December 31, 2001. The Company's remaining availability on the line
of credit, as of March 31, 2002 was approximately $ 1,414,000.
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 March 31,
2002.
6
QUARTERLY ENDS
The Company reports its interim financial statements as of the Sunday 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.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
Net Sales for the three-months ended March 31, 2002 were $3,622,795, compared to
$4,521,595 for the same period in 2001. Management attributes this 19.9%
decrease for the three-month period to the softness in the equipment industry
caused by the general economic slowdown and bad weather in parts of the country
in March. The Square Two brand was down 11% and the NancyLopezGolf brand was
down 15%. The Lady Fairway shoe brand was down 43%, 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.
Gross profit as a percentage of sales for the three-month period ended March 31,
2002 was 40.2%, as compared to 41.4% for the same period in 2001. Management
attributes this decrease to lower revenue and a higher amount of shoe closeouts
in 2002.
Selling expenses for the three-month period ended March 31, 2002 were $661,267,
compared to $823,633 for the same period in 2001. The three-month decrease of
approximately $163,000 is a result of reduced commissions, due to decreased
sales, as well as decreased national show expense.
General and Administrative expenses for the three-month period ended March 31,
2002 were $559,237, compared to $661,459 the same period in 2001. The
three-month decrease is mainly due to the consolidation of Lady Fairway
operations into our New Jersey facility as well as decreased Legal 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 was approximately
$38,000 in for the three-month period ended March 30, 2001.
Interest expense for the three-month period ended March 31, 2002 was $71,968
compared to $109,770 for the same period in 2001. This decrease is due an
average loan balance for the three-month period ended March 31, 2002 was
$4,335,575 compared to $4,379,130 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
period ended March 31, 2002 are lower than the same period in 2001, therefore
decreasing the interest paid on the term loan, line of credit and promissory
note.
Other income for the three-month period ended March 31, 2002 was $35,107
compared to $40,459 for the same period in 2001. This decrease is due to royalty
income from international distributors.
The provision for income taxes was $69,052 for the three-month period ended
March 31, 2002 compared to $143,373 for the same three-month period in 2001.
This decrease is mainly the result of lower taxable income of approximately
$118,000.
7
The Company's net income before Cumulative Effect of Accounting Change for the
three-month period ended March 31, 2002 was $130,800 compared to $173,928 for
the same period in 2001. The reduction in net income for the three-months ended
March 31, 2002 was a result of decreased net revenue as well as decreased
margins offset by reduced selling of $ 163,000, general and administrative
expense $102,000 and interest $38,000.
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 $ 54,000 as of March 31, 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 ($0.45), respectively.
FINANCIAL CONDITION AND LIQUIDITY
The Company's working capital increased by $123,266 for the three-month period
ended March 31, 2002, compared to December 31, 2001. Current assets increased by
$975,394, offset by an increase in current liabilities of $852,128. Accounts
receivable increased by approximately $1,066,000, which was typical for the
Company due to the cyclical nature of the golf industry. Inventory decreased by
approximately $38,000, for the three-month period ended March 31, 2002. In
addition, Prepaid expenses decreased approximately $71,000. The short-term
borrowings of the Company increased by approximately $488,000, which is a result
of the cyclical nature of the business. In addition, accounts payable increased
by approximately $187,000, Accrued Expenses increased approximately $197,000 and
Other Current Liabilities decreased by $20,000 for the three-month period ended
March 31, 2002.
8
Cash used by operations was $402,984 for the three-month period ended March 31,
2002, compared to $1,299,907 for the same period ended March 30, 2001. Cash
provided by financing activities totaled $393,700 for the three-months ended
March 31, 2002, compared to $1,343,581 for the same period ended March 30, 2001.
During the three-month period ended March 31, 2002 cash provided for the
disposal of equipment purchased was $1,967 compared to cash used of $35,357 for
the same period ended March 30, 2001. Cash paid for interest charges on short
and long-term borrowing was $58,527 and $138,136 for the three-month periods
ended March 31, 2002 and March 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 us since December 31, 2001.
PART II. OTHER INFORMATION
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.
9
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.
05/15/2002 /s/ Douglas A. Buffington
---------------- -------------------------
Dated By:
Douglas A. Buffington
President and Chief
Operating Officer
10
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).
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT*
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).
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT*
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.