<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 Quarter Ended June 30, 1998
-----------------
MALIBU ENTERTAINMENT WORLDWIDE, INC.
717 North Harwood, Suite 1650
Dallas, Texas 75201
(214) 210-8701
-----------------
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 August 14, 1998, 48,483,386 shares of the Company's Common Stock
were outstanding.
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MALIBU ENTERTAINMENT WORLDWIDE, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
JUNE 30,
1998 DECEMBER 31,
(UNAUDITED) 1997
------------- -------------
<S> <C> <C>
ASSETS
Current
Cash and cash equivalents $ 1,654,357 $ 5,270,843
Restricted cash 1,480,809 1,302,724
Inventories 1,933,531 1,976,524
Current portion of notes receivable 79,426 79,927
Assets held for sale 1,615,217 3,002,672
Other current assets 1,997,337 1,019,946
------------- -------------
Total current assets 8,760,677 12,652,636
------------- -------------
Property and equipment, less accumulated depreciation 116,128,961 116,125,918
------------- -------------
Other noncurrent
Investments in and advances to limited partnerships 2,243,300 2,180,410
Notes receivable 34,959 41,823
Other assets 235,379 163,805
Debt issuance costs, less accumulated amortization 2,498,075 3,155,526
Intangible assets, less accumulated amortization 1,016,823 1,029,986
------------- -------------
Total other noncurrent assets 6,028,536 6,571,550
------------- -------------
$ 130,918,174 $ 135,350,104
============= =============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Current portion of notes payable $ 22,327,696 $ 1,060,411
Current portion of notes payable to shareholder 10,000,000 --
Accounts payable 4,605,960 5,623,907
Accrued expenses 7,586,537 6,719,027
Accrued expenses related to assets held for sale 842,950 1,073,714
------------- -------------
Total current liabilities 45,363,143 14,477,059
Line of credit 7,500,000 7,500,000
Term loan revolver 10,000,000 10,000,000
Notes payable to shareholder 46,363,364 48,301,668
Notes payable 7,071,502 28,836,505
Accrued interest due to shareholder 3,147,892 1,094,781
Other accrued expenses 3,136,639 4,403,856
------------- -------------
Total liabilities 122,582,540 114,613,869
------------- -------------
Shareholders' equity
Common stock, 100,000,000 shares authorized with no par
value; 48,483,386 and 48,376,776 shares issued and outstanding 141,607,037 141,212,037
Outstanding warrants 2,085,100 2,085,100
Notes receivable from employees (6,071,783) (5,864,523)
Accumulated deficit (129,284,720) (116,696,379)
------------- -------------
Total shareholders' equity 8,335,634 20,736,235
------------- -------------
$ 130,918,174 $ 135,350,104
============= =============
</TABLE>
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MALIBU ENTERTAINMENT WORLDWIDE, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE FOR THE
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
1998 1997 1998 1997
------------- -------------- ------------ ------------
<S> <C> <C> <C> <C>
OPERATING REVENUES
Entertainment revenue $ 14,012,925 $ 11,374,795 $ 23,143,292 $ 18,545,715
------------ ------------ ------------ ------------
OPERATING EXPENSES
Entertainment expenses 11,580,120 12,804,843 21,195,427 19,855,782
General and administrative expenses 1,805,174 2,456,273 3,564,504 4,249,472
Other expenses 224,078 179,451 355,906 337,533
Depreciation and amortization 2,504,348 1,352,325 4,958,193 2,719,979
------------ ------------ ------------ ------------
Total operating expenses 16,113,720 16,792,892 30,074,030 27,162,766
------------ ------------ ------------ ------------
Operating loss (2,100,795) (5,418,097) (6,930,738) (8,617,051)
OTHER (EXPENSE) INCOME
Interest expense (2,989,153) (613,757) (5,975,907) (1,406,725)
Interest income 144,694 152,587 278,914 302,580
Other (6,661) 26,240 39,390 (64,889)
------------ ------------ ------------ ------------
Net loss $ (4,951,915) $ (5,853,027) $(12,588,341) $ (9,786,085)
============ ============ ============ ============
Basic and diluted loss per share of common stock $ (0.10) $ (0.14) $ (0.26) $ (0.28)
============ ============ ============ ============
Weighted average number of shares of
common stock used in calculating
net loss per share 48,483,386 41,892,012 48,483,386 35,394,240
============ ============ ============ ============
</TABLE>
3
<PAGE> 4
MALIBU ENTERTAINMENT WORLDWIDE, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED
JUNE 30,
1998 1997
-------------- ----------------
<S> <C> <C>
Operating activities:
Net loss $(12,588,341) $ (9,786,085)
Adjustments to reconcile net loss to
net cash provided (used) by operating activities
Equity in net losses of limited partnerships,
net of tax -- 24,691
Depreciation and amortization 4,958,193 2,719,979
Amortization of loan costs 657,451 330,762
(Gain) loss on sale of property and equipment (36,868) 40,198
Changes in assets and liabilities
Decrease in inventories 42,993 288,373
Increase in other assets (1,048,965) (1,215,912)
Increase in debt issuance costs
and intangible assets (8,174) (814,880)
(Decrease) increase in accounts payable (1,017,947) 11,082,586
Increase in accrued expenses 867,510 1,439,935
Increase in accrued interest due shareholder 2,053,111 134,987
Decrease in accrued expenses related to assets
held for sale and other (1,497,981) (664,312)
------------ ------------
Cash (used) provided by operating activities (7,619,018) 3,580,322
------------ ------------
Investing activities:
Purchases of property and equipment (5,009,596) (40,402,897)
Proceeds from sale of property and equipment 1,494,020 2,647,418
Increase in notes receivable -- (68,750)
Principal receipts under notes receivable 7,365 129,138
(Increase) decrease in investments in and advances to
limited partnerships (62,890) 26,887
Increase in restricted cash (178,085) (138,262)
------------ ------------
Cash used in investing activities (3,749,186) (37,806,466)
------------ ------------
Financing activities:
Proceeds from borrowings 8,061,698 19,459,369
Payments of borrowings (497,720) (549,710)
Decrease in stock subscription receivable -- 16,076,260
Increase in interest receivable on notes receivable from employees (207,260) (210,816)
Issuance of common stock 395,000 --
Purchase of stock -- (17,280)
Payment of contingent liability for stock price guarantee -- (777,861)
------------ ------------
Cash provided by financing activities 7,751,718 33,979,962
------------ ------------
Decrease in cash and cash equivalents (3,616,486) (246,182)
Cash and cash equivalents, beginning of period 5,270,843 2,583,735
------------ ------------
Cash and cash equivalents, end of period $ 1,654,357 $ 2,337,553
============ ============
</TABLE>
4
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MALIBU ENTERTAINMENT WORLDWIDE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1998 AND JUNE 30, 1997
(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 material 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 six-month period ended June 30, 1998 are not necessarily
indicative of the results that may be expected for the year ending December 31,
1998.
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, 1997.
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.
NOTES PAYABLE TO SHAREHOLDER
During the six months ended June 30, 1998, the Company increased its
outstanding borrowings under two promissory notes with MEI Holdings by
approximately $8 million.
ASSETS HELD FOR SALE
In June 1998, the Company sold one property for sale for $1.4 million,
which approximated the recorded value of the asset.
ACQUISITION OF HOULIHAN'S RESTAURANT GROUP
In June 1998, the Company announced that its Board of Directors had
approved the combination of the Company and Houlihan's Restaurant Group.
Houlihan's, a privately held restaurant company, was acquired at the end of June
of this year by an entity related to MEI Holdings, the Company's largest
stockholder, for $127 million, $91 million of which was debt
5
<PAGE> 6
financed. The transaction involves the formation of a new holding company that
would own both the Company's current entertainment business and the newly
acquired restaurant business. In the holding company reorganization, the
Company's public stockholders will receive 45-day transferable rights to
purchase such number of new holding company shares as would permit them to
retain the same proportionate interest as they had in the Company prior to the
reorganization. Completion of these transactions, which is subject to the
approval of holders of a majority of the Company's common stock other than MEI
Holdings, is expected in the fourth quarter of 1998. The rights offering would
commence shortly thereafter. For further discussion of the combination and right
offering, refer to Item 2 of this Form 10-Q.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Noncomparability
Among other transactions and actions, during June 1997, the Company
opened the three new SpeedZones and during the second quarter of 1997 closed
four FECs and disposed of 12 FECs. In light of the foregoing, the financial
condition and results of operations of Malibu discussed herein are generally not
directly comparable period-to-period and are not necessarily indicative of
Malibu's future results of operations. The following discussion should be read
in conjunction with the consolidated financial statements contained in this
Report.
Results of Operations
For the three months ended June 30, 1998 the Company had a net loss of
$5.0 million ($0.10 per share), compared to a net loss of $5.9 million ($0.14
per share) for the comparable period last year. For the six months ended June
30, 1998, the Company had a net loss of $12.6 million ($0.26 per share) as
compared to a net loss of $9.8 million ($0.28 per share) in the comparable
period in the prior year.
Operating revenue increased by $2.6 million (23%) and $4.6 million
(25%) respectively, for the three and six months ended June 30, 1998, from $11.4
million and $18.5 for the three and six months ended June 30, 1997, to $14.0
million and $23.1 for the three and six months ended June 30, 1998. The increase
in the year to date operating revenue was primarily due to an increase in
entertainment revenue from the three family entertainment centers (FEC's), that
were converted to SpeedZones ($6.5 million) in June 1997. The increase was
partially offset by the decrease in the revenue from the FECs that were sold in
May 1997 ($1.5 million) and the FECs closed in the second quarter 1997 pending
final disposition ($0.3 million).
Entertainment expenses decreased for the quarter ended June 30, 1998 to
$11.6 million from $12.8 million for the comparable quarter in the prior year.
Entertainment expenses for the six month period ended June 30, 1998 increased
$1.3 million to $21.2 million from $19.9 million for the comparable period last
year primarily as a result of entertainment expenses
6
<PAGE> 7
associated with the SpeedZones which were operated throughout the six months
ended June 30, 1998 but were only open for operation beginning in June 1997
($3.7 million). The increase in entertainment expenses was partially offset by
the decrease in expenses from the FECs that were sold in May 1997 ($1.5 million)
or closed during 1997 pending final disposition ($0.5 million).
Depreciation and amortization for the quarter ended June 30, 1998
increased by $1.2 million from the comparable 1997 period (from $1.3 million to
$2.5 million) and for the six months ended June 30, 1998 increased by $2.3
million from the comparable 1997 period (from $2.7 million to $5.0 million).
These increases were primarily due to an increase in depreciation for the
SpeedZones ($ 2.5 million) and on games purchased in the latter part of 1997
($0.9 million).
Interest expense increased by $2.3 million for the quarter ended June
30, 1998 and by $4.6 million for the six months ended June 30, 1998 as compared
to the comparable period in the prior year primarily due to the increase in the
outstanding balance of indebtedness.
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 continuing to be
implemented, the Company believes that the results of operations for the six
months ended June 30, 1998 are not necessarily indicative of the Company's
future results of operations.
Liquidity and Capital Resources
During the six months ended June 30, 1998, the Company financed its
operations primarily through debt financing provided by the Company's largest
shareholder, MEI Holdings ($8.1 million). The Company's principal uses of cash
during the first half of 1998 were to finance operations ($7.6 million) and
capital improvements ($5.0 million). The Company's net uses from investing
activities totaled $3.8 million for the six months ended June 30, 1998 compared
to $37.8 million for the comparable 1997 period.
In June 1998 the Company sold a property previously being held for sale
for $1.5 million.
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 Company also intends to continue
to consider other transactions, including acquisition of other businesses, and
other business combinations that could create long-term shareholder value. The
pursuit of any acquisition opportunities which may become available and the
implementation of the Company's business plan is expected to require the Company
to issue additional debt or equity securities or to consider possible changes in
its capitalization or structure such as the holding company reorganization
described below. Accordingly, there can be no assurance that
7
<PAGE> 8
the Company will be able to fully 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.
In June 1998, the Company announced that its Board of Directors had
approved the combination of the Company and Houlihan's Restaurant Group.
Houlihan's, a privately held company, was acquired at the end of June of this
year by an entity related to MEI Holdings, the Company's largest stockholder,
for $127 million, $91 million of which was debt financed. The transaction
involves the formation of a new holding company that would own both the
Company's current entertainment business and the newly acquired restaurant
business. In the holding company reorganization, the Company's public
stockholders will receive 45-day transferable rights to purchase such number of
new holding company shares as would permit them to retain the same proportionate
interest as they had in the Company prior to the reorganization. Completion of
these transactions, which is subject to the approval of holders of a majority of
the Company's common stock other than MEI Holdings, is expected in the fourth
quarter of 1998. The rights offering would commence shortly thereafter.
Houlihan's owns and operates 102 restaurants in 28 states primarily under the
names "Houlihan's" and "Darryl's" and franchises the operations of 42
restaurants under the name "Houlihan's". Houlihan's 1997 revenue was $265.9
million and its 1997 EBITDA was $24.2 million.
In connection with the Houlihan's-Malibu holding company combination,
the Company intends to explore the refinancing of all or a substantial portion
of its indebtedness (including indebtedness held by its largest shareholder, $10
million of which was classified as a current liability as of June 30, 1998) in
one or more transactions, which may include the issuance of additional debt or
equity securities or a combination thereof. In addition, Houlihan's business
strategy involves the acquisition of other casual dining companies, which
transactions would require additional debt or equity capital. There can be no
assurance that such capital resources will be available to the new holding
company or as to the terms thereof.
Impact of Year 2000 issues
The Company is currently studying what, if any, measures are necessary
to resolve any potential impact of the year 2000 problem on the processing of
date-sensitive information by its computer systems. The year 2000 problem is the
result of computer programs being written using two digits (rather than four) to
define the applicable year. Any of the Company's programs that have
time-sensitive information may recognize a date using "00" as the year 1900
rather than the year 2000. This could result in a system failure or
miscalculations causing disruptions of operations. Based on preliminary
information, costs of addressing potential problems are not expected to be
material, nor is the year 2000 issue expected to have a material adverse effect
on the Company. The inability of third parties with whom the Company transacts
business to adequately address their year 2000 issues is outside the Company's
control. There can be no assurance, however, that the failure of the Company or
such third parties to adequately address their respective year 2000 issues will
not have a material adverse affect on the Company.
8
<PAGE> 9
Legal Proceedings
Due to the nature of the attractions at the Company's parks, the
Company has been, and will likely continue to be, subject to a significant
number of personal injury lawsuits, certain of which may involve claims for
substantial damages. The Company also is from time to time a party to other
claims and legal proceedings, and is subject to environmental, zoning and other
legal requirements. As of the date of this Report, the Company does not believe
that any such matter is reasonably likely to have a material adverse effect on
the Company's financial position or the results of operations. However, there
necessarily can be no assurance in this regard or that the Company will not be
subject to material claims or legal proceedings or requirements in the future.
Forward-Looking Statements
This report (including the documents incorporated by reference herein)
contains certain forward-looking statements (as such term is defined in the
Private Securities Litigation Reform Act of 1995) 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 management of the
Company. 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 and cost of capital
resources; competitive factors and pricing pressures; general economic
conditions; the failure of market demand for the types of entertainment
opportunities the Company provides or plans to provide in the future and for
family entertainment in general to be commensurate with management's
expectations or past experience; impact of present and future laws; ongoing need
for capital; changes in operating expenses; adverse changes in governmental
rules or policies; changes in demographics and other factors. Should one or more
of these assumptions prove incorrect, actual results or outcomes may vary
materially from those described herein as anticipated, believed, estimated,
expected or intended. Accordingly, shareholders are cautioned not to place undue
reliance on such forward-looking statements.
PART II. OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
During the six months ended June 30, 1998, the Company issued stock
aggregating 106,610 shares to professional racecar drivers in exchange for the
drivers' agreements to advise the Company in developing racing attractions. The
Company issued such shares in reliance on an exemption from the registration
requirements of the Securities Act of 1933, as amended (the "Act"), pursuant to
Rule 506 under the Act.
9
<PAGE> 10
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibit No. Description
- ----------- -----------
27 Financial Data Schedule (for SEC purposes only)
(b) No reports of Form 8-K were filed during the period covered by this
report.
10
<PAGE> 11
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
August 12, 1998
11
<PAGE> 12
INDEX TO EXHIBITS
Exhibit No. Description
- ----------- -----------
27 Financial Data Schedule (for SEC purposes only)
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 3,135,166
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 1,933,531
<CURRENT-ASSETS> 8,760,677
<PP&E> 116,128,961<F1>
<DEPRECIATION> 0
<TOTAL-ASSETS> 130,918,174
<CURRENT-LIABILITIES> 43,363,143
<BONDS> 103,262,562
0
0
<COMMON> 141,607,037
<OTHER-SE> (133,271,403)
<TOTAL-LIABILITY-AND-EQUITY> 130,918,174
<SALES> 23,143,292
<TOTAL-REVENUES> 23,143,292
<CGS> 0
<TOTAL-COSTS> 30,074,030
<OTHER-EXPENSES> 318,304
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,975,907
<INCOME-PRETAX> (12,588,341)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (12,588,341)
<EPS-PRIMARY> (.26)
<EPS-DILUTED> (.26)
<FN>
<F1>Property, plant and equipment represents net amounts.
</FN>
</TABLE>
