<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
X EXCHANGE ACT OF 1934
- ------
For the quarterly period ended March 31, 1997
-------------------------
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
____ EXCHANGE ACT OF 1934
For the transition period from __________to__________
Commission File Number: 0-25098
Family Golf Centers, Inc.
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its Charter)
Delaware 11-3223246
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
225 Broadhollow Road
Melville, New York 11747
- --------------------------------------------------------------------------------
(Address of principal executive offices)
(516) 694-1666
------------------------------
(Registrant's telephone number)
- --------------------------------------------------------------------------------
(Former Name, Former Address and Former Fiscal Year, if changed since last
Report)
Check whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15 (d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such report(s),
and (2) has been subject to such filing requirements for the past 90 days.
Yes X No
--- ---
State the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding as of May 12, 1997
- -------------------------------------- ------------------------------
Common Stock, par value $.01 per share 11,878,617
Transitional Small Business Disclosure Format (Check one): Yes No X .
--- ---
<PAGE>
FAMILY GOLF CENTERS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
INTRODUCTORY COMMENT
The condensed consolidated financial statements included herein have
been prepared by Family Golf Centers, Inc. ("the Company"), without audit,
pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations, although management of the Company believes that the disclosures
are adequate to make the information presented not misleading. These condensed
consolidated financial statements should be read in conjunction with the notes
thereto. In the opinion of the management of the Company, the condensed
consolidated financial statements include all adjustments, consisting of only
normal recurring adjustments, necessary to fairly present the results for the
interim periods to which these financial statements relate.
The results of operations of the Company for the three months ended March 31,
1997 are not necessarily indicative of the results to be expected for the full
year.
<PAGE>
FAMILY GOLF CENTERS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
ASSETS 1997 1996
====== ---- ----
(UNAUDITED)
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 12,603,000 $ 4,556,000
Short-term investments 11,937,000 33,838,000
Inventories 8,976,000 6,258,000
Prepaid expenses and other current assets 5,430,000 3,642,000
Prepaid income taxes 600,000
---------------- -----------------
Total current assets 38,946,000 48,894,000
Property, plant and equipment (net of accumulated
depreciation) 114,265,000 103,889,000
Loan acquisition costs (net of accumulated amortization) 162,000 185,000
Other assets 4,548,000 2,646,000
Excess of cost over fair value of assets acquired 2,640,000 2,679,000
(net of accumulated amortization)
---------------- -----------------
TOTAL $160,561,000 $158,293,000
============ ============
LIABILITIES
===========
Current liabilities:
Accounts payable, accrued expenses and other current liabilities $5,100,000 $3,659,000
Short-term loan payable - bank 5,000,000 5,000,000
Current portion of long-term obligations 3,448,000 3,560,000
---------------- -----------------
Total current liabilities 13,548,000 12,219,000
Long-term obligations (less current portion) 8,573,000 8,496,000
Deferred rent 361,000 233,000
Deferred tax liability 254,000 254,000
Other liabilities 121,000 147,000
---------------- -----------------
Total liabilities 22,857,000 21,349,000
---------------- -----------------
Commitments, contingencies and other matters
STOCKHOLDERS' EQUITY
Preferred stock - authorized 1,000,000 shares, none outstanding
Common Stock - authorized 50,000,000 shares, $.01 par value;
11,871,000 and 11,850,000 shares outstanding at March 31, 1997
and December 31, 1996, respectively 119,000 118,000
Additional paid-in capital 130,904,000 130,707,000
Retained earnings 6,728,000 6,166,000
Treasury shares (47,000) (47,000)
---------------- -----------------
Total stockholders' equity 137,704,000 136,944,000
---------------- -----------------
TOTAL $160,561,000 $158,293,000
============ ============
The accompanying notes to financial statements are an integral part hereof.
<PAGE>
FAMILY GOLF CENTERS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
THREE MONTHS ENDED
MARCH 31
---------------- ----------------
1997 1996
---------------- ----------------
Operating revenues $6,522,000 $2,691,000
Merchandise sales 2,493,000 671,000
---------------- ----------------
Total revenue 9,015,000 3,362,000
Operating expenses 5,618,000 2,252,000
Cost of merchandise sold 1,679,000 457,000
Selling, general and administrative
expenses 1,086,000 643,000
---------------- ----------------
Income from operations 632,000 10,000
Interest expense (191,000) (100,000)
Other income 466,000 197,000
---------------- ----------------
Income before income taxes 907,000 107,000
Income tax expense 345,000 38,000
---------------- ----------------
Net income $562,000 $69,000
========= =======
Net income per share $0.05 $0.01
===== =====
Weighted average shares outstanding 12,084,000 8,648,000
The accompanying notes to financial statements are an integral part hereof.
<PAGE>
FAMILY GOLF CENTERS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
(Unaudited)
</TABLE>
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
-----------------------------------------
1997 1996
----------------- ---------------
<S> <C> <C>
Cash flows from operating activities:
Net income $562,000 $69,000
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 1,028,000 251,000
(Increase) in inventories (2,718,000) (1,079,000)
(Increase) in prepaid expenses and other current assets (1,188,000) (1,313,000)
(Increase) in other assets (1,902,000) (205,000)
Increase (decrease) in accounts payable and accrued expenses 1,546,000 (1,352,000)
(Decrease) in income taxes payable (569,000)
Increase (decrease) in deferred rent 128,000 (12,000)
(Decrease) in other liabilities (26,000) (35,000)
-------------------- -----------------
Net cash (used in) operating activities (2,570,000) (4,245,000)
-------------------- -----------------
Cash flows from investing activities:
Acquisitions of property and equipment (11,142,000) (6,668,000)
Net proceeds from sales of short-term investments 21,901,000
-------------------- -----------------
Net cash provided by (used in) investing activities 10,759,000 (6,668,000)
-------------------- -----------------
Cash flows from financing activities:
Repayment of bank loans (340,000) (1,141,000)
Proceeds from the exercise of options and warrants 198,000 80,000
-------------------- -----------------
Net cash provided by financing activities (142,000) (1,061,000)
-------------------- -----------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 8,047,000 (11,974,000)
Cash and cash equivalents - beginning of period 4,556,000 23,121,00
-------------------- -----------------
CASH AND CASH EQUIVALENTS - END OF PERIOD $12,603,000 $11,147,000
==================== =================
Supplemental and noncash disclosures:
Acquisition of property in exchange for common stock $2,241,000
Acquisition of property subject to mortgage and notes $305,000 1,700,000
Treasury stock in exchange for note receivable 35,000
Issuance of Compensatory Warrants 245,000
Property additions accrued but not paid 105,000 359,000
Interest paid 292,000 225,000
Taxes paid 1,172,000 954,000
</TABLE>
The accompanying notes to financial statements are an integral part hereof.
<PAGE>
FAMILY GOLF CENTERS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1997
(NOTE A) THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
[1] THE COMPANY:
The Company (as defined below), designs, constructs, operates, and
manages family golf centers. The golf centers offer golf lessons and
a wide variety of practice opportunities, including facilities for
practicing, driving, pitching, putting, chipping and sand play. In
addition, most centers have a full-line pro shop, a miniature golf
course, a snack bar and electronic video games.
Through an agreement with Golden Bear Golf Centers, Inc. ("GBI"), the
Company is licensed to use the name "Golden Bear" for certain of the
Company's golf centers. The license agreement is terminable by GBI
under certain conditions.
[2] PRINCIPLES OF COMBINATION:
The consolidated financial statements include the accounts of Family
Golf Centers, Inc. ("FGCI") and its wholly owned subsidiaries (the
"Company"). All significant intercompany transactions and accounts
have been eliminated.
(NOTE B) INVENTORIES:
Inventory consists of merchandise for sale in the pro shop at each
facility and is valued at the lower of cost on a first-in, first-out
basis or market.
(NOTE C) PREPAID EXPENSES AND OTHER CURRENT ASSETS:
Prepaid expenses and other current assets consists principally of
short term expenses paid in advance, credit card receivables,
receivables from others and pre-opening costs.
(NOTE D) ACQUISITIONS:
The Company acquired six golf facilities during the first quarter of
1997; a leasehold interest in a 17-acre property on which there is a
golf recreational facility in Palm Desert, California ("Palm
Desert"), a leasehold interest in a 20-acre property on which there
is an existing golf recreational facility in Raleigh, North Carolina
("Raleigh"), a leasehold interest in a 14-acre property on which
there is an existing golf recreational facility in Darlington, New
Jersey ("Darlington"), a leasehold interest in a 20-acre property on
which there is an existing golf recreational facility in Randalls
Island, New York ("Randalls Island"), a leasehold interest in a
150-acre property on which there is an existing 18-hole golf course
and golf recreational facility in Olney, Maryland ("Trotters Glen")
and a leasehold interest in a 29-acre property on which there is an
existing golf recreational facility in Rio Salado, Arizona ("Rio
Salado").
<PAGE>
The operating results of the facilities acquired during the first quarter
of 1997 were not material to the operations of the Company.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR 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 that involve
risks and uncertainties. The Company's actual results could differ materially
from the results discussed in the forward-looking statements
GENERAL
The Company operates centers designed to appeal to the entire family which offer
golf lessons and a wide variety of practice opportunities, including facilities
for practicing, driving, pitching, putting, chipping and sand play. Most golf
centers are designed around an enclosed heated driving range which permits
year-round use and include a coaching studio and a 4,000 - 6,000 square foot
clubhouse, including a full-line pro shop. In addition, most golf centers have
a miniature golf course, a cafe or snack bar and electronic video games. Some
of the centers include par-3 golf courses which are designed to facilitate the
practice of golf. The golf clubs include 18-hole and 27-hole championship
courses, pro shops, driving ranges, restaurants and one has complete banquet
facilities.
As of March 31, 1997, the Company owns, leases or manages 41 golf facilities
(comprised of 31 golf centers and 10 combination golf center and golf course
facilities located in 16 states). Of the golf centers, seven are currently
operated under the name "Golden Bear Golf Centers", licensed from Jack
Nicklaus' licensing company, Golden Bear Golf Centers, Inc.
RESULTS OF OPERATIONS
The following table sets forth selected operations data of the Company
expressed as a percentage of total revenue (except for operating expenses
which is expressed as a percentage of operating revenue and cost of
merchandise sold which is expressed as a percentage of merchandise sales) for
the periods indicated below:
THREE MONTHS
ENDED MARCH 31,
---------------------
1997 1996
---- ----
Operating revenues 72.3% 80.0%
Merchandise sales 27.7% 20.0%
----- -----
Total revenue 100.0% 100.0%
Operating expenses 86.1% 83.7%
Cost of merchandise sold 67.4% 68.1%
Selling, general and
admin. expenses 12.0% 19.1%
Income from operations 7.0% 0.3%
Interest expense 2.1% 3.0%
Other income 5.2% 5.9%
Income before income taxes 10.1% 3.2%
Income tax expense 3.8% 1.1%
Net income 6.2% 2.1%
<PAGE>
THREE MONTHS ENDED MARCH 31, 1997 COMPARED TO
THREE MONTHS ENDED MARCH 31, 1996
Results for the three months ended March 31, 1997 reflect the operations of 35
golf centers for the full period, one golf center for two months and
operations of five golf centers for one month or less. Results for the three
months ended March 31, 1996 reflect the operations of 14 golf centers for the
full period, one golf center for three months, one golf center for two months
and operations of two golf centers for one month or less. As a result of the
change in the number of golf centers open from period to period, the
comparison between the 1997 and 1996 periods may not be meaningful.
Total revenue for the three months ended March 31, 1997 was $9.0 million as
compared to $3.4 million for the same period in 1996, an increase of $5.6
million (168%). The overall increase in revenue was primarily attributable to
having additional golf centers in operation during the 1997 period. The total
revenue for the 14 golf centers operating primarily for the full three months
ended March 31, 1997 and 1996 increased 50% to $4.6 million in the 1997 period
from $3.1 million in the 1996 period. The increase in revenues for these
14 golf centers was primarily due to better weather conditions in the
Northeast and Southeast regions and stronger merchandise sales in the 1997
period.
Operating revenues, consisting of all sales except merchandise sales, amounted
to $6.5 million for the three months ended March 31, 1997, as compared to $2.7
million for the comparable 1996 period, an increase of $3.8 million (142%).
The increase in operating revenues was primarily attributable to having
additional golf centers in operation during the 1997 period. Operating
revenues for the 14 golf centers operating primarily for the full three months
ended March 31, 1997 and 1996 increased 24% to $3.1 million in the 1997 period
from $2.5 million in the 1996 period.
Merchandise sales, consisting of golf clubs, balls, bags, videos, apparel and
related accessories, amounted to $2.5 million for the three months ended March
31, 1997 as compared to $671,000 for the comparable 1996 period, an increase
of $1.8 million (272%). The increase in merchandise sales was primarily due to
the contribution of new locations. Merchandise sales for the 14 golf centers
operating primarily for the full three months ended March 31, 1997 and 1996
increased 157% to $1.6 million in the 1997 period from $0.6 million in the
1996 period.
Operating expenses, consisting of operating wages and employee costs, land
rent, depreciation of golf driving range facilities and equipment, utilities
and all other facility operating costs, increased to $5.6 million (86% of
operating revenue) in the 1997 period from $2.3 million (84% of operating
revenue) in the 1996 period, an increase of $3.3 million (149%). The increase
in operating expenses was primarily due to the operating costs of locations
that were not operated by the Company in the 1996 period.
The cost of merchandise sold increased to $1.7 million (67% of merchandise
sales) in the 1997 period from $457,000 (68% of merchandise sales) in the
comparable 1996 period. The overall increase in the cost of merchandise sold
of $1.2 million (267%) was primarily due to the higher level of merchandise
sales.
<PAGE>
Selling, general and administrative expenses for the three months ended March
31, 1997, amounted to $1.1 million (12% of total revenue) as compared to
$643,000 (19% of total revenue) in the 1996 period, primarily due to expenses
associated with opening additional golf centers.
Interest expense increased to $191,000 for the three months ended March 31,
1997 from $100,000 in the comparable 1996 period. Other income, primarily
interest income, increased to $466,000 as compared to $197,000 in the 1996
period. The increase in interest expense was primarily due to the increase in
debt at March 31, 1997.
The Company had income before taxes for the three months ended March 31, 1997
of $907,000 as compared to $107,000 in the comparable 1996 period. Net income
for the three months ended March 31, 1997 amounted to $562,000 as compared to
$69,000 for the comparable 1996 period.
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 1997, the Company had working capital of $25.4 million compared
to $36.7 million at December 31, 1996. The decrease is primarily due to the
acquisitions and renovation of golf facilities during the three months ended
March 31, 1997.
The cash requirements of funding the Company's expansion have historically
exceeded cash flow from operations. Accordingly, the Company has satisfied its
capital needs primarily through debt and equity financing.
The Company's outstanding indebtedness as of March 31, 1997 of $17.0 million
bears interest at fixed and variable rates currently ranging from 5.25% to
10.5%.
As of March 31, 1997, the Company had $5 million outstanding under a line of
credit with Chase Manhattan Bank ("Chase"). Amounts outstanding under the
credit line bear interest at prime plus 1.5%.
In March 1997, the Company executed a commitment letter with Chase to convert
such line of credit into a $20 million secured two-year revolving credit loan
convertible into a four-year term loan. The credit facilities contemplated by
the commitment letter are subject to execution of definitive credit
agreements.
The Company anticipates making substantial additional expenditures in
connection with the acquisition and operating of new golf facilities and
capital improvements to existing facilities. Golf center opening expenditures
primarily relate to projected golf center construction and opening costs,
associated marketing activities and the addition of personnel. From time to
time, the Company acquires, rather than leases, the land on which its golf
centers are located, which entails additional expenditures. Based on the
Company's experience with its existing golf centers, the Company believes that
the cost of opening or acquiring a golf center generally will not exceed $3.5
million (exclusive of land costs). However, there can be no assurance that
golf center opening or acquisition costs will not exceed $3.5 million. Golf
center acquisition costs vary substantially depending on the location and
status of the acquired property (i.e. whether significant improvements are
necessary) and whether the Company acquires or leases the related
<PAGE>
land. Land acquisition costs vary substantially depending on a number of
factors, including principally location. To the extent that the Company
acquires any golf courses, the Company may be required to make capital
improvements to these courses, depending again upon the location and status of
the acquired property. The cost of golf course acquisition depends, to a large
extent, upon the price of the land and may substantially exceed the
anticipated cost of golf center acquisitions.
TRENDS
The Company plans to open additional golf centers. As such additional golf
centers commence operations, total revenue should continue to increase. In
addition, the Company believes that as its currently opened golf centers
mature, revenue and operating income from such centers should increase due to
customer awareness, programs marketing the golf centers to various special
interest groups, expanding ties to the local business and golfing community,
marketing programs, and the growing popularity of golf. Such increase may be
partially offset by initial losses from pre-opening costs and initial
operating losses associated with new golf centers.
SEASONALITY
Historically, the second and third quarters accounted for a greater portion of
the Company's operating income than have 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 such facilities, such as miniature golf courses which
are outdoors, tend to be vulnerable to weather conditions. One of the
Company's golf centers and one golf course are closed during a portion of the
winter. Also, golfers are less inclined to practice when weather conditions
limit their ability to play golf on outdoor courses. The Company believes that
the Company's recent expansion into areas (Arizona, California, Georgia,
Virginia, Florida, North Carolina and South Carolina) where inclement weather
may have, to some extent, less of an impact on the outdoor playing season than
in the Northeast, may mitigate this seasonal pattern somewhat. Nonetheless,
this seasonal pattern, as well as the timing of new center 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 on as indicative of future results.
INFLATION
There was no significant impact on the Company's operations as a result of
inflation during the three months ended March 31, 1997.
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS NONE
ITEM 2. CHANGE IN SECURITIES NONE
ITEM 3. DEFAULT 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
EXHIBIT 27 FINANCIAL DATA SCHEDULE
<PAGE>
SIGNATURE
In accordance with the requirements of the Securities Exchange Act of
1934, the registrant caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
Dated: May 15, 1997
Melville, NY
FAMILY GOLF CENTERS, INC.
(Registrant)
By: /s/ Krishnan P. Thampi
------------------------------
KRISHNAN P. THAMPI
Executive Vice President,
Chief Financial Officer,
Chief Operating Officer,
and Treasurer
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AND THE CONSOLIDATED STATEMENT OF INCOME FOR
THE PERIOD ENDED MARCH 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1997
<CASH> 12,603,000
<SECURITIES> 11,937,000
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 8,976,000
<CURRENT-ASSETS> 38,946,000
<PP&E> 114,265,000
<DEPRECIATION> 3,350,000
<TOTAL-ASSETS> 160,561,000
<CURRENT-LIABILITIES> 13,548,000
<BONDS> 0
0
0
<COMMON> 119,000
<OTHER-SE> 137,585,000
<TOTAL-LIABILITY-AND-EQUITY> 160,561,000
<SALES> 9,015,000
<TOTAL-REVENUES> 9,015,000
<CGS> 1,679,000
<TOTAL-COSTS> 8,383,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 191,000
<INCOME-PRETAX> 907,000
<INCOME-TAX> 345,000
<INCOME-CONTINUING> 562,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 562,000
<EPS-PRIMARY> $0.05
<EPS-DILUTED> $0.05
</TABLE>
