U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended March 31, 1997 Commission File Number 001-12245
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(Exact name of small business issuer as specified in its charter)
COLORADO 84-1288480
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(State or other jurisdiction I.R.S. Employer Identification No.
of incorporation or organization)
1999 Broadway, Suite 2435, Denver, Colorado 80202
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (303) 294-9300
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(Former name, former address and former fiscal year, if changed
since last report.)
Indicate by check whether the issuer (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. X Yes No
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Indicate the number of share outstanding of each of the issuer's
classes of stock, as of the latest practicable date.
Number of Shares
Class Outstanding at May 13, 1997
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Common stock, no par value 2,378,607 shares
METROGOLF INCORPORATED
FORM 10-QSB QUARTERLY REPORT
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
ITEM 1. Consolidated Financial Statements
Consolidated Balance Sheets as of March 31,
1997 (Unaudited) and December 31, 1996
Consolidated Statements of Operations (Unaudited)
for the three months ended March 31, 1997 and 1996
Consolidated Statements of Cash Flows (Unaudited)
for the three months ended March 31, 1997 and 1996
Notes to Consolidated Financial Statements (Unaudited)
ITEM 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
PART II - OTHER INFORMATION
ITEM 1: Legal Proceedings
ITEM 2: Changes in Securities
ITEM 3: Defaults upon Senior Securities
ITEM 4: Submission of Matters to a Vote of Security Holders
ITEM 5: Other Information
ITEM 6: Exhibits and Reports on Form 8-K
SIGNATURES
MetroGolf Incorporated
Consolidated Balance Sheets
March 31,
1997 December 31,
(Unaudited) 1996
ASSETS
Current Assets
Cash and cash equivalents $ 136,492 $ 904,146
Inventories 119,175 157,577
Other current assets 97,654 100,206
--------------- ---------------
353,321 1,161,929
--------------- ---------------
Property and equipment,
net of accumulated
depreciation of $335,753
and $205,342 13,390,385 13,524,145
--------------- ---------------
Other Assets
Excess of cost over net
assets acquired 1,537,239 1,537,239
Debt issue costs 133,939 133,939
Loan fees 106,205 106,205
Organization costs 89,744 89,744
--------------- ---------------
1,867,127 1,867,127
Less accumulated
amortization (160,376) (97,825)
--------------- ---------------
1,706,751 1,769,302
Deferred acquisition costs 115,941 78,791
Other receivable 81,572 82,372
Deferred offering costs 44,348 15,000
Other assets 83,193 72,371
--------------- ---------------
Total other assets 2,031,805 2,017,836
--------------- ---------------
TOTAL ASSETS $ 15,775,511 $ 16,703,910
=============== ===============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 1,454,893 $ 1,380,947
Checks written against
future deposits - 122,546
Accrued expenses and other
current liabilities 976,904 859,292
Deferred revenue 242,798 218,633
Lines of credit 25,000 -
Current portion of long-
term debt and capital
lease obligations 6,146,538 6,111,173
--------------- ---------------
8,846,133 8,692,591
Long term debt and capital
lease obligations, less
current portion 4,175,696 4,133,342
--------------- ---------------
Minority interest in
consolidated subsidiaries 282,309 319,024
--------------- ---------------
Stockholders' Equity
Common stock - No par value:
9,000,000 shares
authorized; 2,233,775
shares issued and
outstanding 6,792,486 6,792,487
Notes receivable,
stockholder (82,511) (82,511)
Accumulated deficit (4,238,602) (3,151,023)
---------------- --------------
2,471,373 3,558,953
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TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 15,775,511 $ 16,703,910
================ ==============
"See accompanying notes to consolidated financial statements."
MetroGolf Incorporated
Consolidated Statements of Operations
(Unaudited)
For the Three Months Ended
March 31, March 31,
1997 1996
--------------- ---------------
Revenues
Green fees and driving range $ 318,395 $ -
Membership 130,076 -
Merchandise 70,405 -
Food and beverage 28,985 -
Instruction 33,712 -
Management fees, related
parties - 49,057
Administration 28,793 -
--------------- ---------------
Total revenues 610,366 49,057
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Operating expenses
Range and course operations 346,121 -
Food and beverage 25,558 -
Membership 77,523 -
Instruction expense 20,479 -
General and administrative 767,519 216,627
Depreciation and amortization 181,053 4,825
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Total operating expenses 1,418,253 221,452
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Loss from operations (807,887) (172,395)
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Other income (expenses)
Interest expense (330,111) (6,930)
Other 13,704 16,459
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Total other income (expense) (316,407) 9,529
--------------- ---------------
Equity in loss of affiliates - (1,319)
--------------- ---------------
Minority interest in income
(loss) of subsidiaries 36,714 (3,120)
--------------- ---------------
Net income (loss) (1,087,580) (167,305)
Dividend requirements on
preferred stock - 42,656
--------------- ---------------
Loss applicable to
common stock $ (1,087,580) $ (209,961)
=============== ===============
Net (loss) per common share $ (0.48) $ (0.24)
=============== ===============
Weighted average number of
common shares outstanding 2,251,368 877,142
=============== ===============
"See accompanying notes to consolidated financial statements
MetroGolf Incorporated
Consolidated Statements of Cash Flows
(Unaudited)
Increase (Decrease) in Cash and Cash Equivalents
For the Three Months Ended
March 31, March 31,
1997 1996
--------------- ---------------
OPERATING ACTIVITIES
Net loss $ (1,087,580) $ (167,305)
Adjustments to reconcile
net loss to net cash
provided by (used in)
operating activities
Depreciation 151,989 4,825
Amortization 29,064 -
Interest 143,291 -
Equity in loss of
affiliates - (2,427)
Minority interest in
income (loss) of
consolidated subsidiaries (36,714) 3,120
Changes in operating
assets and liabilities
Management fee
receivable, related
party - 40,022
Deferred revenue 24,165 -
Inventories 38,402 -
Other current assets 2,550 (60,422)
Accounts payable 73,946 81,335
Accrued salaries - 122,750
Accrued expenses and
other current
liabilities 117,612 31,832
--------------- ----------------
Net Cash Provided by (Used in)
Operating Activities (543,275) 53,730
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INVESTING ACTIVITIES
Restricted cash - 22,700
Payments for notes receivable,
related parties - 42,399
Payments for notes receivable,
stockholder - (16,792)
Acquisition of fixed assets (32,366) -
Disposition of fixed assets 14,137 -
Payments for deferred
acquisition costs (37,150) (18,473)
Deferred offering costs (29,348) -
Deposits and other assets (10,022) (10,000)
--------------- ----------------
Net Cash Provided by (Used in)
Investing Activities (94,749) 19,834
--------------- ----------------
FINANCING ACTIVITIES
Prior checks written against
current deposits (122,546) -
Proceeds from related party
payable - 12,000
Payments on line of credit - (14,885)
Payments on long-term debt (7,084) (4,238)
Payments on note payable,
officer - (7,702)
Payments for deferred
offering costs - (38,017)
--------------- ----------------
Net Cash Used in
Financing Activities (129,630) (52,842)
--------------- ----------------
Increase (Decrease) in Cash
and Cash Equivalents (767,654) 20,722
Cash and Cash Equivalents,
Beginning of Period 904,146 324
--------------- ----------------
Cash and Cash Equivalents,
End of Period $ 136,492 $ 21,046
=============== ================
"See accompanying notes to consolidated financial statements"
MetroGolf Incorporated
Notes to Consolidated Financial Statements
(Unaudited)
1. General:
The accompanying financial statements have been prepared in
accordance with generally accepted accounting principles for
interim financial information and in accordance with
instructions to Form 10-QSB and Regulation S-B.
Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting
principles for complete financial statements. The
accompanying financial information is unaudited but includes
all adjustments (consisting of normal recurring accruals)
which, in the opinion of management, are necessary to
present fairly the information set forth herein. The
consolidated financial statements should be read in
conjunction with the notes to the consolidated financial
statements which are included in the Form 10-K of the
Company for the fiscal three months ended March 31, 1997.
The results for the interim periods are not necessarily
indicative of results to be expected for the fiscal year of
the Company ending December 31, 1997. The Company believes
that the three-month report filed on Form 10-QSB is
representative of its financial position and its results of
operations and changes in cash flow for the periods ended
March 31, 1997 and 1996.
2. Supplemental Data to Statements of Cash Flows
Excluded from the consolidated statements of cash flows were
the effects of certain noncash investing and financing
activities.
For the Three Months Ended
March 31, March 31,
1997 1996
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Cash payments for interest $125,565 $6,022
3. Income Taxes
At March 31, 1997 and March 31, 1996, the Company has
available net operating loss carry forwards of approximately
$3,698,000 and $751,000 for tax reporting purposes which
expire through 2012. These operating loss carry forwards
are subject to various limitations imposed by the rules and
regulations of the Internal Revenue Service.
The Company has deferred tax assets fully reserved as of
March 31, 1997 and March 31, 1996. The tax effect on the
components is as follows:
March 31, March 31,
1997 1996
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Net operating loss carry forward $ 1,368,000 $ 150,000
Salary accrual - 29,000
Basis difference in property
and equipment (18,000) 1,000
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1,350,000 180,000
Valuation allowance (1,350,000) (180,000)
------------ -----------
$ - $ -
============ ===========
A 100 percent valuation allowance has been established to
reflect management's evaluation that it is more likely than
not that all of the deferred tax assets will not be
realized. For the three months ended March 31, 1997 and
March 31, 1996, the valuation allowance increased by
$389,000 and $33,000.
4. New Accounting Pronouncement
On March 3, 1997, the Financial Accounting Standards Board
("FASB") issued Statement of Financial Accounting Standards
No. 128 "Earnings Per Share" ("SFAS No. 128"). This
pronouncement provides a different method of calculating
earnings per share than is currently used in accordance with
Accounting Board Opinion ("APB") No. 15, "Earnings Per
Share." SFAS 128 provides for the calculation of "Basic"
and "Diluted" earnings per share. Basic earnings per share
includes no dilution and is computed by dividing income
available to common stockholders by the weighted average
number of common shares outstanding for the period. Diluted
earnings per share reflects the potential dilution of
securities that could share in the earnings of an entity,
similar to fully diluted earnings per share. SFAS No. 128
is effective for financial statements issued for periods
ending after December 15, 1997. Its implementation is not
expected to have a material effect on the consolidated
financial statements.
ITEM 2. MANAGEMENT DISCUSSION AND PLAN OF OPERATION.
The following discussion and analysis should be read in
conjunction with the Company's financial statements and the notes
thereto appearing elsewhere in this report. This report contains
forward-looking statements, and actual results could differ
materially from those projected in the forward-looking
statements.
Overview
On October 21, 1996, the Company completed the sale of
1,175,000 shares of its common stock in an IPO registered on Form
S-1. The Company received net proceeds of approximately $5.46
million after paying offering costs of approximately $1.59
million. The Company's strategy is to increase revenues and net
income by increasing the number of golf centers it owns, leases
or manages by (i) identifying and acquiring existing golf
facilities that have the potential for revenue enhancement
through better management and improved or expanded facilities,
including the addition of enclosed hitting areas, full-line pro
shops and other amenities, (ii) developing new golf centers in
locations where suitable acquisition opportunities are not
available, and (iii) seeking to realize economies of scale
through centralized purchasing, accounting, management
information and cash management systems. Consistent with this
strategy, the Company acquired 94% and 90% of the limited
partnership interests in Illinois Center Golf Partners Limited
Partnership ("ICGP") and Goose Creek Golf Partners, L.P.
("GCGP"), respectively, on October 21, 1996. The Company
acquired Fremont Golf Center ("Fremont") on July 1, 1996 and
Palms Golf Center ("Palms") on December 31, 1996. The Company
also commenced operating the Harborside Golf Center
("Harborside") on July 1, 1996. In addition, the Company is
actively pursuing acquisition or development projects in major
cities, including Atlanta, Denver, Los Angeles, St. Louis,
San Diego, San Francisco, Seattle and Toronto. Consummation of
any acquisition or development of these or any other future sites
is subject to the satisfaction of various conditions, including
the satisfactory completion of due diligence by the Company and
the negotiation of definitive agreements. As consideration for
any future acquisition or development, the Company may pay cash,
incur indebtedness or issue debt or equity securities. Such
acquisitions or developments could result in material changes in
the Company's financial condition and operating results; however,
there can be no assurance as to the occurrence of any of these
acquisitions or developments or, if they occur, as to the timing
of the consummation of any acquisitions or developments.
Results of Operations
Prior to July 1, 1996, the Company derived its revenue from
two major sources: development or acquisition fees and management
fees. On July 1, 1996 the Company commenced operations at
Fremont and Harborside. The Company commenced operations at
Palms on September 1, 1996. The Company commenced operations at
Illinois Center Golf and Goose Creek Golf Club on October 22,
1996. Prior to the commencement of operations, management fees
are generated by three subsidiaries of the Company: MetroGolf
Illinois Center, Inc. and MetroGolf Virginia, Inc., as managing
general partners of ICGP and GCGP, and MetroGolf Management, Inc.
("MGMI") as property manager of Illinois Center Golf Club, Goose
Creek Golf Club, Harborside, Fremont and Palms. The Company
initially used outside management companies to manage its golf
centers. In September 1995, the operations management subcontract
for Illinois Center Golf was terminated. In March 1996, the
Company terminated the third-party management contract for Goose
Creek Golf Club. All Company properties are, and in the future
are expected to be, managed by MGMI.
Three Months Ended March 31, 1997, as Compared to Three Months
Ended March 31, 1996
Total revenues increased 1,244%, to approximately $610,000
for the three months ended March 31, 1997, from approximately
$49,000 for the three months ended March 31, 1996. In 1997, the
Company derived revenue from golf course and learning center
operations. In 1996, the Company derived revenue from management
fees.
Operating expenses increased 640%, to approximately
$1,418,000 for the three months ended March 31, 1997, from
approximately $221,000 for the three months ended March 31, 1996.
Operating costs increased to approximately $470,000 from $0 due
to the addition of operating properties in the third quarter of
1996 and the acquisition of ICGP, GCGP and Palms during the
fourth quarter of 1996. General and administrative expenses for
the three months ended March 31, 1997 increased to $767,519 from
$216,627 in 1996 due to property acquisitions during 1996 and the
costs associated with becoming a publicly traded company.
Depreciation and amortization expenses increased to
approximately $181,000 in 1997 from approximately $5,000 in 1996
due to the acquisition of Fremont in July 1996 and ICGP, GCGP and
Palms in the fourth quarter of 1996.
Interest expense increased to $330,111 in 1997 from $6,930
in 1996 primarily due to placement of $2,025,000 of convertible
subordinated notes ("PP Notes") in the second quarter of 1996,
the ICGP and GCGP Notes in the fourth quarter of 1996, and debt
associated with property acquisitions during 1996.
Other income decreased to $13,704 in 1997 from $16,459 in
1996 as a result of the interest-bearing notes receivable being
consolidated as a result of the acquisition of GCGP and ICGP.
Liquidity and Capital Resources
At March 31, 1997, the Company had a working capital deficit
of approximately $8,492,800, as compared to a working capital
deficit of $7,530,700 at December 31, 1996. The increase in
working capital deficit is primarily due to the current portion
of long-term debt resulting from property acquisitions. The
increase in working capital deficit is primarily due to increases
in accounts payable and negative cash flow resulting from
seasonal losses from operations. The Company has approximately
$6,111,000 of current liabilities relating to debts that come due
within the next 12 months. Of these $861,750 are convertible
subordinated notes that are convertible into common stock of the
Company at 50 percent of the market value of the Company's common
stock. Because of the conversion discount, the Company believes
that most, if not all, of these notes will be converted by the
noteholders prior to the maturity date of June 1, 1997.
Approximately $4,500,000 of these current liabilities are
mortgages on existing operating properties and are fully
collateralized by such properties. The Company is currently
negotiating to refinance or extend each of these mortgages and
expects to receive new mortgages with maturity dates that extend
beyond 12 months. In addition, the Company is currently offering
for sale in a private placement of up to $6,000,000 in
convertible subordinated notes ("the Notes"). The Company
intends to use the proceeds for additional acquisitions which
should further increase the Company's cash flow from operations
and for current working capital needs. The Company believes that
these funds will be sufficient to meet its liquidity needs for
the next year.
The cash used in operating activities increased to
approximately $675,000 in the three months ended March 31, 1997
compared with cash provided of approximately $54,000 in the three
months ended March 31, 1996. The primary reason for the increase
has been the increase in the net loss to $1,087,580 in the three
months ended March 31, 1997 from $167,305 in the three months
ended March 31, 1996. In addition, the Company used accounts
payable as a source of financing. Trade accounts payable
increased $74,000 in the three months ended March 31, 1997 and
$89,000 in the three months ended March 31, 1996.
A 100 percent valuation allowance has been established to reflect
management's evaluation that it is more likely than not that all
of the deferred tax assets will not be realized. For the three
months ended March 31, 1997 and March 31, 1996, the valuation
allowance increased by $389,000 and $33,000.
Fremont Golf Center. The Company has signed a lease agreement
with the City of Fremont to develop an 35-acre tract of land into
a 9-hole executive-length golf course with expanded practice
facilities and significantly improved clubhouse amenities. The
Company expects to commence construction of the 9-hole
executive-length golf course and begin modifications to the
existing facility in the summer of 1997, with the completion of
the golf center scheduled for the spring of 1998. The
development budget for the new 9-hole executive-length golf
course, and modifications to the existing facility, is
anticipated to be approximately $2 million over a one-year
development period. The Company intends to fund the development
through a combination of equity and debt, to be provided by a
commercial bank, specialized golf lending institution or private
lender.
New York Golf Center. The Company has fully negotiated a lease
(the "Port Authority Lease") with the Port Authority of New York
and New Jersey (the "Port Authority") to develop a driving range
and learning center on top of the Port Authority Bus Terminal in
midtown Manhattan, New York City. Construction is scheduled to
commence mid-1997, with the opening scheduled for mid-1998. The
proposed development budget is approximately $5.5 million. The
facility is planned to consist of a three-level facility
occupying a portion of the roof of the Port Authority Bus
Terminal (approximately three acres) and includes a 54-tee
station area, a practice putting green, a sand bunker practice
area, a greenside chipping area, a video instruction center,
locker rooms, a David Leadbetter Golf Academy and a club
facility. The driving range will include covered, heated tee
stations. The golf instruction center, video instruction center,
golf practice areas and locker rooms will be located in the
clubhouse, together with a sports bar/cafe, outdoor patio,
corporate entertainment and group event area, pro shop and
offices. The Company is currently in discussions with the David
Leadbetter Golf Academy about operating the golf instruction
program at the New York Golf Center. The total expected cost of
the New York Golf Center is expected to be approximately $5.5
million. The Company expects to utilize debt and equity
financing from banks and institutional or private lenders to fund
such amount.
Seasonality
Historically, the second and third quarters have accounted
for a greater portion of the Company's revenue and operating
income than have the first and fourth quarters of the year. This
is primarily due to an outdoor playing season limited by
inclement weather. Although most of the Company's facilities are
designed to be all-weather, portions of the facilities tend to be
vulnerable to weather conditions. Also, golfers are less inclined
to practice when weather conditions limit their ability to play
golf on outdoor courses. This seasonal pattern, as well as the
timing of new golf facility acquisitions, developments and
openings, may cause the Company's results of operations to vary
significantly from quarter to quarter. Accordingly,
period-to-period comparisons are not necessarily meaningful and
should not be relied upon as indications of future results.
Trends
The Company plans to acquire or develop additional golf
centers. As such additional golf centers are acquired or
developed, total revenue should continue to increase. The Company
is making capital improvements at the Fremont Golf Center and
Goose Creek and has recently strengthened the on-site management
teams at these golf centers with an increased emphasis on sales
and marketing. The Company believes that, as its current golf
centers mature, revenues and operating income from such centers
should increase due to customer awareness, programs marketing the
golf centers to various special interest groups, expanded ties to
local businesses and golfing communities and marketing programs
developed by the Company. Such increases may be partially offset
by initial losses from pre-opening costs (and initial operating
losses) associated with new golf centers.
New Accounting Pronouncement
On March 3, 1997, the Financial Accounting Standards Board
("FASB") issued Statement of Financial Accounting Standards
No. 128 "Earnings Per Share" ("SFAS No. 128"). This
pronouncement provides a different method of calculating
earnings per share than is currently used in accordance with
Accounting Board Opinion ("APB") No. 15, "Earnings Per
Share." SFAS 128 provides for the calculation of "Basic"
and "Diluted" earnings per share. Basic earnings per share
includes no dilution and is computed by dividing income
available to common stockholders by the weighted average
number of common shares outstanding for the period. Diluted
earnings per share reflects the potential dilution of
securities that could share in the earnings of an entity,
similar to fully diluted earnings per share. SFAS No. 128
is effective for financial statements issued for periods
ending after December 15, 1997. Its implementation is not
expected to have a material effect on the consolidated
financial statements.
PART II - OTHER INFORMATION
- -------------------------------------------------------
Item 1: Legal Proceedings
The Company knows of no material litigation or
proceeding pending, threatened or contemplated to which
the Company is or may become a party.
Item 2: Changes in Securities
None
Item 3: Defaults upon Senior Securities
None
Item 4: Submission of Matters to a Vote of Security
Holders
None
Item 5: Other Information
None
Item 6: Exhibits and Reports on Form 8-K
(A) Exhibits
3. Exhibits: The exhibits which are filed with
this Report or which are incorporated herein
by reference are set forth below.
3.1 Articles of Incorporation, as amended, incorporated
herein by reference from the Registrant's Offering
Statement on Form 1-A (File No. 24D-3840)("Form 1-
A") with June 3, 1996 amendment filed as Exhibit 3.1
to Registrant's Form S-1 (Reg. No. 333-06151) as
filed with as filed with the Securities and Exchange
Commission on June 17, 1996 (together with
Amendments 1, 2, and 3 thereto , the "Form S-1")
3.2 Bylaws, incorporated herein by reference from the
Form 1-A
4 Specimen Common Stock Certificate of MetroGolf
Incorporated (incorporated by reference to Exhibit 4
to Form S-1)
4.1 Form of Note Purchase Agreement dated May 8, 1996
between The Vintage Group USA, Ltd. and the
Purchasers of its 12% Convertible Subordinated Notes
due 1997 (the PP Notes) (incorporated by reference to
Exhibit 4.2 to Form S-1)
10.1 Employment Agreement between the Company and Charles
D. Tourtellotte effective as of January 1, 1996
(incorporated by reference to Exhibit 10.1 to Form S-
1)
10.2 Employment Agreement between the Company and J.D.
Finley effective as of January 1, 1996 (incorporated
by reference to Exhibit 10.2 to Form S-1)
10.3 Employment Agreement between the Company and James K.
Dignan effective as of July 1, 1996 (incorporated by
reference to Exhibit 10.3 to Form S-1)
10.4(a)Form of outstanding Warrant Certificates,
incorporated herein by reference to Form 1-A
10.4(b)Warrant Agreement, incorporated herein by reference
to Form 1-A
10.7 Agreement of Limited Partnership of Illinois Center
Golf Partners L.P., incorporated herein by reference
to Form 1-A
10.8 Ground Sublease and Sublicense Agreement for Illinois
Center Golf Facilities between Illinois Center Golf
Partners L.P. and Illinois Center Plaza Venture, as
amended, incorporated herein by reference to Form 1-A
10.9 Agreement of Limited Partnership of Goose Creek Golf
Partners Limited Partnership, incorporated herein by
reference to Form 1-A
10.10 Credit Line Deed of Trust for the benefit of Textron
Financial Corporation, incorporated herein by
reference to Form 1-A
10.11 Port Authority Letter Agreement, incorporated herein
by reference to Form 1-A
10.12 Operating Agreement of Vintage New York Golf L.L.C.,
incorporated herein by reference to Form 1-A
10.13 Agreement of Purchase and Sale between Robert Selleck
and Fremont Golf Partnership and The Vintage Group
USA Ltd. dated as of March 19, 1996 (incorporated by
reference to Exhibit 10.13 to Form S-1)
10.14 Letter of Intent relating to Harborside Golf Center
from The Vintage Group USA Ltd. to Shapery
Enterprises dated March 18, 1996 (incorporated by
reference to Exhibit 10.14 to Form S-1)
10.15 Management Agreement between MetroGolf Management,
Inc. and Illinois Center Golf, incorporated herein by
reference to Form 1-A
10.16 Settlement Agreement relating to 15% interest in
Illinois Center Golf and Goose Creek, incorporated
herein by reference to Form 1-A
10.17 Company's 1996 Stock Option and Stock Bonus Plan
(incorporated by reference to Exhibit 10.17 to Form
S-1)
10.18 Management Agreement between MetroGolf Management,
Inc. and the Company dated July 1, 1996 relating to
Fremont Golf Center (incorporated by reference to
Exhibit 10.18 to Form S-1)
10.19 Management Agreement between MetroGolf Management,
Inc. and MetroGolf (San Diego) Incorporated dated
July 1, 1996 relating to Harborside Golf Center
(incorporated by reference to Exhibit 10.19 to Form
S-1)
10.20 Form of Note from the Company to the limited partners
of ICGP that accept the Offer to Purchase
incorporated by reference to Exhibit 10.20 to Form
S-1)
10.21 Form of Warrant from the Company to the limited
partners of ICGP that accept the Offer to Purchase
(incorporated by reference to Exhibit 10.21 to Form
S-1)
10.22 Form of Note from the Company to the limited partners
of GCGP that accept the Offer to Purchase
incorporated by reference to Exhibit 10.22 to Form
S-1)
10.23 Company's Senior Executive Incentive Stock Option
Plan (incorporated by reference to Exhibit 10.23 to
Form S-1)
10.24 Golf Facility Lease by and between The City of
Fremont California and MetroGolf Incorporated dated
April 2, 1997 (incorporated by reference to the
Company's 10-K for the year ended December 31, 1996)
10.25 Fifth Amendment to Ground Sublease and Sublease
Agreement for Illinois Center Golf Facilities dated
January 31, 1996 amending Exhibit 10.8 (incorporated
by reference to Exhibit 10.25 to Form S-1)
11 Statement re Computation of per share earnings
(B) Reports on Form 8-K
None during the quarter ended March 31, 1997
MetroGolf Incorporated
Exhibit 11
Statement Re: Computation of Earnings Per Share
Historical weighted average number of shares outstanding is
summarized as follows:
March 31, March 31,
1997 1996
------------- -------------
Common stock outstanding 2,233,775 680,782
Warrants outstanding 288,160 288,160
Less treasury stock that could
be repurchased with proceeds
of exercised warrants (270,567) (91,800)
Assumed exercise of warrants 17,593 196,360
------------- ------------
Historical weighted average
number of common shares
outstanding 2,251,368 877,142
============= ============
Primary and Fully Diluted Earnings Per Share
For the Three Months Ended
March 31, March 31,
1997 1996
---------------------------
Loss applicable to common stock $( 1,087,580) $(209,961)
============= ==========
Weighted average number of
common shares outstanding 2,251,368 877,142
============= ==========
Primary and Fully Diluted
Earnings Per Share $ (0.48) $ (0.24)
============= ==========
SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant
has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MetroGolf Incorporated
DATE: May 15, 1997
------------
/S/ Charles D. Tourtellotte
- ------------------------------
Charles D. Tourtellotte
President
DATE: May 15, 1997
------------
/S/ J. D. Finley
- -------------------
J.D. Finley
Chief Financial Officer
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<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> Dec-31-1997
<PERIOD-START> Jan-01-1997
<PERIOD-END> Mar-31-1997
<CASH> 136
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 119
<CURRENT-ASSETS> 353
<PP&E> 13726
<DEPRECIATION> 336
<TOTAL-ASSETS> 15776
<CURRENT-LIABILITIES> 8846
<BONDS> 0
<COMMON> 6792
0
0
<OTHER-SE> (83)
<TOTAL-LIABILITY-AND-EQUITY> 15776
<SALES> 610
<TOTAL-REVENUES> 624
<CGS> 1418
<TOTAL-COSTS> 693
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 330
<INCOME-PRETAX> (1088)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1088)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1087)
<EPS-PRIMARY> (.48)
<EPS-DILUTED> (.48)
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