MALIBU ENTERTAINMENT WORLDWIDE INC
10-Q, 1997-11-14
MISCELLANEOUS AMUSEMENT & RECREATION
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<PAGE>   1





                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549




                            ________________________




                                   FORM 10-Q

                Quarterly Report Pursuant To Section 13 or 15(d)
                     of the Securities Exchange Act of 1934
               For the quarterly period ended September 30, 1997




                            ________________________




                      MALIBU ENTERTAINMENT WORLDWIDE, INC.
          (FORMERLY NAMED MOUNTASIA ENTERTAINMENT INTERNATIONAL, INC.)
                        5895 Windward Parkway, Suite 220
                        Alpharetta, Georgia  30005-8805
                                 (770) 442-6640



                            ________________________


    Incorporated in Georgia    SEC File No.:  0-22458    IRS Employer Id.
                                                         No.: 58-1949379
        



                            ________________________


         The Company (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 and (2) has been subject to such filing requirements for the past 90
days.

         At November 14, 1997, 48,558,651 shares of the Company's Common Stock
were outstanding.

<PAGE>   2
PART I-FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

                      MALIBU ENTERTAINMENT WORLDWIDE, INC.
                           CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
                                                                                  SEPTEMBER 30,
                                                                                     1997             DECEMBER 31,
                                                                                  (UNAUDITED)             1996
                                                                                 -------------       -------------

<S>                                                                              <C>                 <C>          
ASSETS
Current
   Cash and cash equivalents                                                     $   1,333,413       $   2,583,735
   Restricted cash                                                                   2,292,005             966,075
   Accounts receivable, net of allowance for doubtful accounts                         293,477             109,537
   Stock subscription receivable                                                            --          16,076,260
   Inventories                                                                       2,129,732           1,359,331
   Current portion of notes receivable                                                 377,668             172,284
   Assets held for sale                                                              3,002,672           6,271,003
   Other current assets                                                              1,358,400           1,261,694
                                                                                 -------------       -------------

        Total current assets                                                        10,787,367          28,799,919
                                                                                 -------------       -------------

Property and equipment, less accumulated depreciation                              134,273,865          85,484,158
                                                                                 -------------       -------------

Other noncurrent
   Investments in and advances to limited partnerships                               2,803,096           2,288,129
   Notes receivable                                                                         --             272,267
   Other assets                                                                        667,480             190,479
   Debt issuance costs, less accumulated amortization                                3,635,647           2,453,798
   Intangible assets, less accumulated amortization                                  2,644,214           2,608,608
                                                                                 -------------       -------------

        Total other noncurrent assets                                                9,750,437           7,813,281
                                                                                 -------------       -------------

                                                                                 $ 154,811,669       $ 122,097,358
                                                                                 =============       =============

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
   Current portion of notes payable                                              $  22,368,416       $   1,120,467
   Accounts payable                                                                  9,172,817           2,354,823
   Accrued expenses                                                                  9,043,927           5,777,707
   Accrued expenses related to assets held for sale                                  1,009,662           3,250,000
   Income taxes payable                                                                  2,729              86,888
                                                                                 -------------       -------------

        Total current liabilities                                                   41,597,551          12,589,885

   Line of credit                                                                    7,493,377           7,250,053
   Term loan revolver                                                               10,000,000          12,500,000
   Notes payable to shareholder                                                     27,587,292                  --
   Notes payable                                                                     7,798,636           5,788,475
   Convertible subordinated debentures                                                      --          16,521,422
   Other accrued expenses                                                            1,477,240           2,438,383
                                                                                 -------------       -------------

        Total liabilities                                                           95,954,096          57,088,218
                                                                                 -------------       -------------

   Contingent liability for guaranteed stock values                                         --             777,861
                                                                                 -------------       -------------

   Shareholders' equity
   Preferred stock, 6,000,000 shares authorized with no par value 
      Series F, 2,700,000 authorized; 0 and 808,692 issued
        and outstanding                                                                     --          22,700,000
      Series G, 213,551 authorized; 0 and 213,551 issued
        and outstanding                                                                     --           4,826,260
    Common stock, 100,000,000 shares authorized with no par
         value; 48,558,651 and 28,472,877 shares
         issued and outstanding                                                    141,669,654          97,062,239
    Outstanding warrants                                                             2,085,100           2,440,100
    Notes receivable from employees                                                 (6,218,510)         (5,681,951)
    Accumulated deficit                                                            (78,678,671)        (57,115,369)
                                                                                 -------------       -------------

        Total shareholders' equity                                                  58,857,573          64,231,279
                                                                                 -------------       -------------

                                                                                 $ 154,811,669       $ 122,097,358
                                                                                 =============       =============
</TABLE>

The year- end balance sheet information was derived from audited financial
statements, but does not include all disclosures required by generally accepted
accounting standards.


                                       2
<PAGE>   3

                      MALIBU ENTERTAINMENT WORLDWIDE, INC.
                      CONSOLIDATED STATEMENT OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                        FOR THE                              FOR THE
                                                                  THREE MONTHS ENDED                    NINE MONTHS ENDED
                                                                     SEPTEMBER 30,                         SEPTEMBER 30,
                                                            -------------------------------       -------------------------------
                                                               1997               1996               1997                1996
                                                            ------------       ------------       ------------       ------------

<S>                                                         <C>                <C>                <C>                <C>
OPERATING REVENUES
Entertainment revenue                                       $ 16,877,423       $ 12,400,161       $ 35,423,138       $ 30,554,387
                                                            ------------       ------------       ------------       ------------

OPERATING EXPENSES
Entertainment expenses                                        18,313,667          9,710,146         38,169,449         25,218,929
General and administrative expenses                            2,092,635          1,892,622          6,342,107          6,499,525
Other expenses                                                   166,619            178,275            504,152            594,733
Depreciation and amortization                                  3,530,115          1,473,509          6,250,094          4,401,001
Loss due to impairment of assets                                      --                 --                 --          2,871,000
                                                            ------------       ------------       ------------       ------------
Total operating expenses                                      24,103,036         13,254,552         51,265,802         39,585,188
                                                            ------------       ------------       ------------       ------------


Operating loss                                                (7,225,613)          (854,391)       (15,842,664)        (9,030,801)

OTHER (EXPENSE) INCOME
Interest expense                                              (2,302,632)        (2,147,215)        (3,709,357)        (4,568,605)
Interest income                                                  172,509             86,705            475,089            163,124
Office closing expense                                        (2,245,000)        (2,245,000)
Loss on settlement of strategic alliance agreements                   --                 --                 --         (1,005,751)
Gain associated with development and
   construction division                                              --                 --                 --            795,000
Gain associated with cancellation of warrants                         --             88,000                 --            422,333
Other                                                            100,658            (86,189)            60,460          1,107,183
                                                            ------------       ------------       ------------       ------------

Loss before benefit for income taxes and
   extraordinary item                                        (11,500,078)        (2,913,090)       (21,261,472)       (12,117,517)

Extraordinary item (less applicable income tax benefit
   of $300,000)                                                       --           (362,580)                --           (362,580)
Benefit for income taxes                                              --          1,354,442                 --          4,540,616
Equity in net (losses) earnings of limited
   partnerships, net of tax                                        1,360                 --            (23,331)           (45,976)
                                                            ------------       ------------       ------------       ------------

Net loss                                                    $(11,498,718)      $ (1,921,228)      $(21,284,803)      $ (7,985,457)

NET LOSS APPLICABLE TO COMMON STOCK
    Net loss before extraordinary item                      $(11,498,718)      $ (1,558,648)      $(21,284,803)      $ (7,622,877)
    Less: Preferred stock dividends                                   --           (747,219)                --         (2,969,464)
                                                            ------------       ------------       ------------       ------------

Net loss applicable to common stock before
   extraordinary item                                        (11,498,718)        (2,305,867)       (21,284,803)       (10,592,341)
Extraordinary item                                                    --           (362,580)                --           (362,580)
                                                            ------------       ------------       ------------       ------------

Net loss applicable to common stock                         $(11,498,718)      $ (2,668,447)      $(21,284,803)      $(10,954,921)
                                                            ============       ============       ============       ============
Net loss per share of common stock before
   extraordinary item                                       $      (0.24)      $      (0.13)      $      (0.54)      $      (0.76)
Extraordinary item                                                    --              (0.02)                --              (0.03)
                                                            ------------       ------------       ------------       ------------
Net loss per share of common stock                          $      (0.24)      $      (0.15) $           (0.54)      $      (0.79)
                                                            ============       ============       ============       ============

Weighted average number of shares of
    common stock and common stock equivalents
    used in calculating net loss per share                    48,531,104         18,151,057         39,773,194         13,867,288
                                                            ============       ============       ============       ============
</TABLE>

                                       3
<PAGE>   4

                      MALIBU ENTERTAINMENT WORLDWIDE, INC.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                           FOR THE NINE MONTHS ENDED
                                                                                  SEPTEMBER 30,
                                                                        -------------------------------
                                                                            1997                1996
                                                                        ------------       ------------

<S>                                                               <C>                  <C>              
Operating activities:
   Net loss                                                             $ (21,284,803)     $ (7,985,457)
   Extraordinary item, net of taxes                                                             362,580
   Adjustments to reconcile net loss to
      net cash used by operating activities
     Equity in net losses of limited partnerships,
        net of tax                                                           (23,331)           (45,976)
     Allowance for doubtful accounts                                                            470,000
     Depreciation and amortization                                         6,250,094          4,401,001
     Amortization of loan costs                                              844,562          1,145,149
     Loss on impairment of assets                                                 --          2,871,000
     Amortization of warrants                                                     --            234,722
     Issuance of warrants                                                         --             60,000
     Gain associated with cancellation of warrants                                --           (422,333)
     Gain on write off of property and equipment                             (60,460)        (1,107,183)
     Gain associated with development and construction
        division                                                                  --           (795,000)
   Changes in assets and liabilities, net of acquisition
     Increase in accounts receivable                                        (183,940)          (867,884)
     (Increase) decrease in inventory                                       (823,581)            56,650
     Increase in other assets                                               (807,690)        (5,336,425)
     Increase in debt issuance costs and
        intangible assets                                                 (2,416,301)        (1,752,548)
     Increase in accounts payable                                          6,817,994            569,823
     Increase (decrease) in accrued expenses                               2,304,977           (103,217)
     Decrease in income taxes payable                                        (84,159)                --
     Decrease in accrued expenses relating to assets
        held for sale                                                       (777,947)                --
     Decrease in deferred revenue                                                 --         (1,856,248)
                                                                        ------------       ------------

        Cash provided (used) by operating activities                     (10,244,585)       (10,101,346)
                                                                        ------------       ------------

Investing activities:
   Purchases of property and equipment                                   (57,007,460)        (4,826,904)
   Proceeds from sale of property and equipment                            4,313,239          3,460,683
   Increase in notes receivable                                              (68,750)          (435,745)
   Principal receipts under notes receivable                                 135,633             27,315
   Increase in investments in and advances to
      limited partnerships                                                  (607,868)        (2,867,744)
   (Increase) decrease in restricted cash                                 (1,325,930)         1,056,684
   Increase in earnest money deposits                                             --           (630,060)
   Purchase of facilities                                                         --           (609,097)
   Decrease in restricted certificates of deposit                                 --          1,925,686
                                                                        ------------       ------------

        Cash used by investing activities                                (54,561,136)        (2,899,182)
                                                                        ------------       ------------

Financing activities:
   Proceeds from borrowings                                               52,821,224         40,391,379
   Payments of borrowings                                                 (4,232,498)       (59,116,981)
   Issuance of preferred stock                                                    --          6,662,000
   Redemption of preferred stock                                                  --         (7,398,690)
   Redemption of subordinated debentures                                          --         (4,003,598)
   Issuance of common stock                                                       --         45,121,875
   Increase in interest receivable on notes receivable from
     employees                                                              (314,446)                --
   Decrease in stock subscription receivable                              16,076,260                 --
   Stock issuance costs                                                           --         (4,000,275)
   Payment of contingent liability for stock price guarantee                (777,861)        (3,018,451)
   Purchase of stock                                                         (17,280)          (722,744)
   Payment of dividends                                                           --           (138,455)
                                                                        ------------       ------------

        Cash provided by financing activities                             63,555,399         13,776,060
                                                                        ------------       ------------

Decrease in cash and cash equivalents                                     (1,250,322)           775,532
Cash and cash equivalents, beginning of period                             2,583,735          1,549,338
                                                                        ------------       ------------

Cash and cash equivalents, end of period                                $  1,333,413       $  2,324,870
                                                                        ============       ============
</TABLE>





                                       4

<PAGE>   5
                      MALIBU ENTERTAINMENT WORLDWIDE, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   SEPTEMBER 30, 1997 AND SEPTEMBER 30, 1996
                                  (UNAUDITED)


BASIS OF PRESENTATION

         The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and Rule
10-01 of Regulation S-X.  Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements.  In the opinion of management, the
accompanying consolidated financial statements include all adjustments
necessary to present fairly, in all materials respects, the consolidated
financial position and results of operations of the Company and its
subsidiaries as of the dates and for the periods presented.  The Company's
business is seasonal in nature and the Company is engaged in the implementation
of a new business plan.  Operating results for the nine month period ended
September 30, 1997 are not necessarily indicative of the results that may be
expected for the year ending December 31, 1997.

         For further information, refer to the consolidated financial
statements and footnotes thereto included in the Company's report on Form 10-K
for the year ended December 31, 1996.

NET LOSS PER SHARE OF COMMON STOCK

         Net loss per share of common stock is computed by dividing net loss
applicable to common stock by the weighted average number of shares of common
stock outstanding during the periods presented.

ITEM 2.          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

Results of operations

         The Company's operations for the three months ended September 30,
1997, resulted in a net loss of $11.5 million ($0.24 per share) as compared to
a net loss of $1.9 million ($0.15 per share) for the comparable period in the
prior year.  For the nine months ended September 30, 1997, the Company's
operations resulted in a net loss of $21.3 million ($0.54 per share) as
compared to a net loss of $8.0 million ($0.79 per share) in the comparable
period in the prior year.

         Entertainment revenues for the three and nine months ended September
30, 1997 were $16.9 million and $35.4 million, respectively, compared to $12.4
million and $30.6 million, respectively, for the comparable periods of 1996.
The increase in entertainment revenues was due to 


                                      5

<PAGE>   6
(i) an increase in entertainment revenue from the family entertainment centers
("FECs") which were operated in both years ($.9 and $1.9 million for the three
and nine months ended September 30, 1997, respectively), (ii) an increase in
entertainment revenues from the three FECs which were converted to Malibu
Speedzones ($4.6 and $3.1 million for the three and nine months ended September
30, 1997, respectively and (iii)  three FECs purchased in August 1996 were
included in the Company's results of operations for the nine months ended
September 30, 1997 but were only included in the comparable period in the prior
year for the months of August and September ($.4 and $2.3 million in
entertainment revenues for the three and nine months ended September 30, 1997,
respectively.)  These increases were offset by the decrease in revenue ($1.6 and
$1.1 million for the three and nine months ended September 30, 1997,
respectively) from the FECs which were sold in May 1997.

         Entertainment expenses increased by $8.6 and $12.9 million for the
three and nine months ended September 30, 1997, respectively, as compared to
the same periods in the prior year primarily as a result of (i) greater
operating costs associated with the significant increase in operating revenues
generated by the new SpeedZone product,  (ii) excess operating costs for the
SpeedZone parks to provide enhanced customer service in the initial months of
operations prior to the implementation of operational efficiencies, (iii)
expenses associated with the grand opening of the SpeedZone parks and
pre-opening costs such as advertising, training, travel, uniforms, etc., (iv)
additional advertising expenses incurred to revitalize customer awareness of
all of the Company's FECs, and (v) the three FECs purchased in August 1996.

         Depreciation and amortization expense increased by $2.0 and $1.9 for
the three and nine months ended September 30, 1997, respectively, primarily as
a result of the acquisition of the three parks in August 1996 and the
depreciation recognized on the newly constructed SpeedZones.

         Interest expense decreased by $0.9 million for the nine months ended
September 30, 1997 as compared to the same period in the prior year primarily
due to a decrease in the outstanding balance of third party debt during the
first half of the year as compared to the same period in the prior year.

         Net loss for the nine months ended September 30, 1997 was greater than
the comparable 1996 period in substantial part due to a $4.5 million dollar tax
benefit and  "non-recurring" income items of $.9 million which were included in
the 1996 results of operations.  As a result of the uncertainty regarding the
operating results to be achieved upon the execution of the Company's new
business plan adopted in the fourth quarter of 1996, the Company reversed the
income tax benefit in the fourth quarter of 1996 and has recognized no similar
benefit in 1997.

         The Company continues to refine and implement its previously announced
business plan, the principal components of which are (i) developing a capital
structure designed to allow the Company to achieve its business objectives,
(ii) redefining the Company's business through repositioning, disposing,
expanding or redeveloping its existing FECs, (iii) seeking to enhance
profitability through improved operating and management efficiencies, sales and
marketing


                                      6

<PAGE>   7

programs, employee training and the alignment of the Company's cost structure
to a level appropriate for the business transacted, (iv) growth of the
Company's business through strategic acquisitions and development of new parks,
and (v) the development of the Company's name recognition and related
sponsorship opportunities.  A key aspect of the new plan is the development and
refinement of the Company's new concept -- the "Malibu SpeedZone" parks --
primarily designed for young adults. SpeedZones include the Company's Malibu
Grand Prix racing attraction, go-kart-type racing attractions and the Company's
new "Top-Eliminator" dragster attraction, together with a restyled clubhouse,
miniature golf course, video game room and meeting and party rooms to
complement the racing attractions.  The Company completed the renovation of
three of its former Malibu GrandPrix FECs in Dallas, Texas; Atlanta, Georgia
and Puente Hills, California to Malibu SpeedZones.  The SpeedZones at these
locations opened in the latter part of June 1997.  Assuming that cost effective
financing is available to the Company (see "--Liqudity and Capital Resources"),
the Company expects to acquire sites for the construction of SpeedZone parks
and convert a number of its other FECs to this concept once it has been proven
and refined.

         In connection with the business plan, management has made the decision
to relocate the Company's corporate headquarters from Atlanta, Georgia to
Dallas, Texas effective March 1, 1998.  In connection with this relocation the
Company recognized office closing costs (including $2.0 million in severance
costs) of approximately $2.2 million in the three month period ended September
30, 1997.

         The business of the Company is highly seasonal.  Approximately
two-thirds of the Company's revenues have historically been generated during
the six-month period of April through September.  As a result, the Company's
operating income can be expected to be substantially lower in the first and
last quarters of the year than the second and third quarters. As a result of
this seasonality and the fact that the Company's business plan is in the early
stages of implementation, the Company believes that the results of operations
for the nine months ended September 30, 1997 are not necessarily indicative of
the Company's future results of operations.


Liquidity and Capital Resources


         During the nine months ended September 30, 1997, the Company financed
its operations primarily through cash flow from operations, capital
contributions and borrowings from the Company's largest shareholder and third
party debt, and proceeds from the sale of 12 of the Company's FECs.  The
Company's principal uses of cash during the first two quarters of 1997 were to
finance operations and costs associated with the development of the business
plan, to renovate the parks which are being converted into SpeedZones, and to
purchase land for future development.

         The Company's capital expenditures totaled $16.6 million and $57.0
million, respectively, for the three and nine months ended September 30, 1997,
as compared to $2.6


                                      7

<PAGE>   8

million and $4.8 for the comparable periods of last year.  The total capital
expenditures for the redevelopment of the three SpeedZone parks is currently
estimated at $52 million, $49 million of which has been spent as of September
30, 1997.

         During the second quarter of 1997, the Company entered into two
promissory notes with its largest shareholder with terms which are believed to
be comparable to terms which would be attainable from third parties.  The first
promissory note is for $9.5 million with interest at 10% and is payable on the
earlier of demand or August 2001.  The second promissory note is for maximum
borrowing of up to $30.0 million with interest at LIBOR plus 350 basis points
and matures in August 2001.  In July 1997, the Company entered into a loan
agreement with a financial institution under which the Company borrowed  $21.4
million.  The loan bears interest at LIBOR plus 350 basis points and matures in
September 1998.

         The Company believes that, with respect to its current operations, the
Company's cash on hand and funds from operations and available borrowings from
the Company's largest shareholder will be sufficient to fund the Company's
reasonably foreseeable working capital and debt service requirements.  However,
the Company presently expects that the conversion of certain other FECs to the
SpeedZone concept and the development of new SpeedZone parks will require the
Company to seek to secure additional capital resources, which could involve the
issuance of debt or equity securities, securitization of assets or other
capital transactions.  The cost of conversion of existing FECs to the SpeedZone
concept, or the development of new SpeedZone parks, will be dependent upon
various factors, including land acquisition, construction and other costs, but
is expected to be substantial ($10-20 million per facility).  The pursuit of
any acquisition opportunities which may become available and the implementation
of the Company's business plan on a more rapid timetable than the Company
presently contemplates also may require the Company to issue additional debt or
equity securities or to consider possible changes in its capitalization or
structure.  Accordingly, there can be no assurances that the Company will be
able fully to implement its business plan or to pursue those or other
opportunities that otherwise might be available to the Company or as to the
timing or terms thereof.


FORWARD-LOOKING STATEMENTS

         This Report contains certain forward-looking statements and
information relating to the Company that is based on the beliefs of the
Company's management, as well as assumptions made by and information currently
available to the Company's management.  When used herein, words such as
"anticipate," "believe," "estimate," "expect," "intend," and similar
expressions, as they relate to the Company or the Company's management,
identify forward-looking statements.  Such statements reflect the current views
of the Company with respect to future events and are subject to certain risks,
uncertainties and assumptions, relating to the operations and results of
operations of the Company, the Company's expansion, the ownership and leasing
of real estate, competition from other hospitality companies and changes in
economic cycles, as well as the other factors described herein.  Should one or
more of these risks or uncertainties


                                      8

<PAGE>   9

materialize, or should underlying assumptions prove incorrect, actual results
or outcomes may vary materially from those described herein as anticipated,
estimated, expected or intended.


PART II.  OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K


Exhibit No.                    Description

   3.1                         Articles of Incorporation  of the Company
                               (incorporated by reference  to the  Company's
                               Annual Report on Form 10-K for the year ended
                               September 30, 1993) (the "1993 10-K")"
                     
   3.2                         Bylaws of the  Company, as amended (incorporated
                               by reference to the  Company's Current Report on
                               Form 8-K, dated June 19, 1996 (the "1996 8-K")
                     
   4.1                         Specimen Certificate of Company's  common stock
                               (incorporated  by reference to the  1993 10-K)
                     
   4.2                         Form of Warrant (incorporated by reference to 
                               the 1993 10-K)
                     
   4.3                         Indenture, dated  as of  November 15, 1994,
                               between the  Company and  Continental Stock
                               Transfer and  Trust Company,  as Trustee
                               (incorporated  by reference  to the  Company's
                               Annual Report  on Form  10-K for  the year
                               ended September 30,  1994) and  Supplemental
                               Indenture thereto  dated August  28, 1996
                               (incorporated by  reference to  the Company's
                               Annual Report on Form 10-K for the year ended
                               December 31, 1996 (the "1996 10-K")
                     
   4.4                         Certificates of Designations of Preferred Stock
                               Terms (incorporated by reference to  the 1996
                               10-K)
                     
   10.1                        1993 Company  Incentive Stock  Option Plan  with
                               accompanying  forms of  Incentive Stock Option
                               Agreement,  Nonstatutory  Stock Option
                               Agreement, Stock  Bonus Agreement,  Stock Bonus
                               Agreement  and  Stock  Purchase  Agreement
                               (incorporated  by  reference  to  the Company's
                               Registration  Statement on Form SB-2) (File No.
                               33-68454-A) (the "Registration Statement")


                                      9

<PAGE>   10

                 10.2          1993 Company Nonemployee  Director Stock Option
                               Plan with  accompanying forms of  Stock Option
                               (incorporated by reference to the Registration
                               Statement)


                 10.3          Equity Incentive  Plan (incorporated  by
                               reference  to Annex  A of  the Company's  proxy
                               statement on Schedule 14A for the 1997 Annual
                               Meeting of Shareholders)

                 10.4          Promissory Note,  dated June 30, 1993, in the
                               principal  amount of $6,150,000 granted by the
                               Company in  favor of M.B.  Seretean
                               (incorporated by  reference to the  Registration
                               Statement)

                 10.5          Consolidated, Amended  and Restated Loan and
                               Security Agreement,  dated as of August 22,
                               1996,  by and  between  the Company  and
                               Foothill  Capital Corporation  (incorporated by
                               reference to the 1996 10-K)

                 10.6          Investment Agreement, dated  as of June 5, 1996,
                               as amended,  between MEI Holdings, L.P.  and the
                               Company (incorporated by  reference to MEI
                               Holdings' Amendment No. 3 to Schedule 13-D-1
                               filed September 25, 1996) ("MEI Holdings'
                               13-D-1")

                 10.7          Warrant, dated  August  28, 1996,  by  the
                               Company  (incorporated  by reference  to  MEI
                               Holdings' 13D-1)

                 10.8          Registration Rights Agreement, dated  August 28,
                               1996 (incorporated by reference  to MEI
                               Holdings' 13D-1)

                 10.9          Agreements, dated August 28, 1996 (incorporated
                               by reference to the 1996 8-K)

                 10.10         Letters re: Voting Agreements,  dated August 28,
                               1996 (incorporated by  reference to the 1996
                               10-K)

                 10.11         Redemption Agreement,  dated November 14,  1996,
                               between the  Company and MEI  Holdings, L.P.
                               (incorporated  by reference  to MEI Holdings'
                               Schedule 14-D-1, dated  November 14, 1996)

                 10.12         Promissory Note from the  Company to MEI
                               Holdings for $30.0 million, dated as of June 5,
                               1997, as amended and restated  (incorporated by
                               reference to  Form 10-Q for the  quarter ended
                               June 30, 1997)

                 10.13         Promissory Note from the Company  to MEI
                               Holdings for $9.5 million, dated as  of June 5,
                               1997 (incorporated by reference  to the Form
                               10-Q filed  for the quarter ended June  30,
                               1997)


                                     10

<PAGE>   11

                 10.14         Loan Agreement,  dated as  of June  27, 1997,
                               between Malibu  Centers, Inc. and  Nomura Asset
                               Capital Corporation  ("Nomura") (incorporated by
                               reference to the  Form 10-Q filed for the
                               quarter ended June 30, 1997)

                 10.15         Promissory  Note from Malibu  Centers, Inc. to
                               Nomura for $21,390,375  (incorporated by
                               reference to the Form 10-Q filed for the quarter
                               ended June 30,1997)

                 10.16         Guaranty, dated  June 27,  1997, of  MEI
                               Holdings in  favor of  Nomura (incorporated  by
                               reference to the Form 10-Q filed for the quarter
                               ended June 30, 1997)

                 27            Financial Data Schedule (for Sec purposes only)


(b)      No reports of Form 8-K were filed during the period covered by this
         report.


                                     11


<PAGE>   12
                                   SIGNATURES


         In accordance with the requirements of the Exchange Act, the Company
caused this report to be signed on behalf by the undersigned, thereunto duly
authorized.


                                        MALIBU ENTERTAINMENT WORLDWIDE, INC.


                                        By:      /s/ Richard M. FitzPatrick
                                                -------------------------------
                                                Richard M. FitzPatrick 
                                                Chief Financial Officer

November 14, 1997


                                     12
<PAGE>   13
                              INDEX TO EXHIBITS


EXHIBIT
NUMBER                           DESCRIPTION
- ------                           -----------
 27                        Financial Data Schedule

<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                              JAN-1-1997
<PERIOD-END>                               SEP-30-1997
<CASH>                                       3,625,418
<SECURITIES>                                         0
<RECEIVABLES>                                  671,145<F1>
<ALLOWANCES>                                         0
<INVENTORY>                                  2,129,732
<CURRENT-ASSETS>                            10,787,367
<PP&E>                                     134,273,865<F1>
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                             154,811,669
<CURRENT-LIABILITIES>                       41,597,551
<BONDS>                                     75,247,721
                                0
                                          0
<COMMON>                                   141,669,654
<OTHER-SE>                                (82,812,081)
<TOTAL-LIABILITY-AND-EQUITY>               154,811,669
<SALES>                                     35,423,138
<TOTAL-REVENUES>                            35,423,138
<CGS>                                                0
<TOTAL-COSTS>                               51,265,802
<OTHER-EXPENSES>                             1,709,451
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                           3,709,357
<INCOME-PRETAX>                           (21,261,472)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                       (21,284,803)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                              (21,284,803)
<EPS-PRIMARY>                                   (0.54)
<EPS-DILUTED>                                   (0.54)
<FN>
<F1>Accounts receivable and property, plant and equipment represent net amounts.
</FN>
        

</TABLE>


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