<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 June 30, 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
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(Address of principal executive offices)
(516) 694-1666
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(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 August 12, 1997
- --------------------------------------- ----------------------------------
Common Stock, par value $.01 per share 12,633,709
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 six months ended June 30, 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>
June 30, December 31,
ASSETS 1997 1996
====== ---- ----
(UNAUDITED)
<S> <C> <C>
Current Assets:
Cash and cash equivalents $4,538,000 $ 4,556,000
Short-term investments 4,668,000 33,838,000
Inventories 10,676,000 6,258,000
Prepaid expenses and other current assets 4,221,000 3,642,000
Prepaid income taxes 1,704,000 600,000
------------ ------------
Total current assets 25,807,000 48,894,000
Property, plant and equipment (net of accumulated
depreciation) 134,876,000 103,889,000
Loan acquisition costs (net of accumulated amortization) 267,000 185,000
Other assets 6,353,000 2,646,000
Excess of cost over fair value of assets acquired 3,579,000 2,679,000
(net of accumulated amortization)
------------ ------------
TOTAL $170,882,000 $158,293,000
============ ============
LIABILITIES
===========
Current liabilities:
Accounts payable, accrued expenses and other current liabilities $8,701,000 $3,659,000
Short-term loan payable - bank 5,000,000
Current portion of long-term obligations 3,785,000 3,560,000
------------ ------------
Total current liabilities 12,486,000 12,219,000
Long-term obligations (less current portion) 13,097,000 8,496,000
Deferred rent 323,000 233,000
Deferred tax liability 254,000 254,000
Other liabilities 401,000 147,000
------------ ------------
Total liabilities 26,561,000 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;
12,019,000 and 11,850,000 shares outstanding at June 30, 1997
and December 31, 1996, respectively 120,000 118,000
Additional paid-in capital 133,452,000 130,707,000
Retained earnings 10,796,000 6,166,000
Treasury shares (47,000) (47,000)
------------ ------------
Total stockholders' equity 144,321,000 136,944,000
------------ ------------
TOTAL $170,882,000 $158,293,000
============ ============
</TABLE>
The accompanying notes to financial statements are an integral part hereof.
<PAGE>
FAMILY GOLF CENTERS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
SIX MONTHS ENDED THREE MONTHS ENDED
JUNE 30, JUNE 30,
------------------------------------ -----------------------------------
1997 1996 1997 1996
--------------- ---------------- ---------------- --------------
<S> <C> <C> <C> <C>
Operating revenues $19,079,000 $7,702,000 $12,557,000 $5,011,000
Merchandise sales 7,478,000 2,512,000 4,985,000 1,841,000
--------------- ------------- --------------- ---------------
Total revenue 26,557,000 10,214,000 17,542,000 6,852,000
Operating expenses 12,250,000 4,659,000 6,632,000 2,407,000
Cost of merchandise sold 4,904,000 1,653,000 3,225,000 1,196,000
Selling, general and
administrative expenses 2,310,000 1,488,000 1,224,000 845,000
-------------- ------------ ------------- -------------
Income from operations 7,093,000 2,414,000 6,461,000 2,404,000
Interest expense (386,000) (137,000) (195,000) (37,000)
Other income 760,000 290,000 294,000 93,000
------------- ------------- ------------- -------------
Income before income taxes 7,467,000 2,567,000 6,560,000 2,460,000
Income tax expense 2,837,000 924,000 2,492,000 886,000
------------- ------------- ------------ -------------
Net income $4,630,000 $1,643,000 $4,068,000 $1,574,000
======== ========= ========= =========
Net income per share $0.38 $0.19 $0.34 $0.18
Weighted average shares outstanding 12,102,000 8,825,000 12,111,000 8,931,000
</TABLE>
The accompany notes to financial statements are an integral part hereof.
<PAGE>
FAMILY GOLF CENTERS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
(Unaudited)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
------------------------------------------
1997 1996
----------------- ---------------------
<S> <C> <C>
Cash flows from operating activities:
Net income $4,630,000 $1,643,000
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 2,144,000 589,000
(Increase) in inventories (4,418,000) (2,134,000)
(Increase) in prepaid expenses and other current assets (579,000) (507,000)
(Increase) in prepaid income taxes (1,104,000)
Decrease in deferred tax asset 10,000
(Increase) in other assets (3,707,000) (1,973,,000)
Increase in accounts payable and accrued expenses 4,867,000 1,131,000
(Decrease) in income taxes payable (78,000)
Increase in deferred rent 90,000 42,000
Increase (Decrease) in other liabilities 254,000 (79,000)
------------ ------------
Net cash provided by (used in) operating activities 2,177,000 (1,356,000)
------------ ------------
Cash flows from investing activities:
Acquisitions of property and equipment (30,387,000) (14,363,000)
Acquisitions of goodwill (977,000) (50,000)
Net proceeds from sale of short-term investments 29,170,000
------------ ------------
Net cash (used in)investing activities (2,194,000) (14,413,000)
------------ ------------
Cash flows from financing activities:
(Increase) Decrease in loan acquisition costs (82,000) 14,000
Repayment of bank loans (174,000) (1,160,000)
Proceeds from the exercise of options and warrants 255,000 1,008,000
------------ ------------
Net cash provided by financing activities (1,000) (138,000)
------------ ------------
NET (DECREASE) IN CASH AND CASH EQUIVALENTS (18,000) (15,907,000)
Cash and cash equivalents - beginning of period 4,556,000 23,121,000
------------ ------------
CASH AND CASH EQUIVALENTS - END OF PERIOD $4,538,000 $7,214,000
========== ==========
Supplemental and noncash disclosures:
Acquisition of property in exchange for common stock $2,492,000 $2,841,000
Acquisition of property subject to mortgage and notes 305,000 10,003,000
Issuance of compensatory warrants 359,000
Property additions accrued but not paid 130,000 1,826,000
Interest paid 605,000 355,000
Taxes paid 1,381,000 1,056,000
</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
JUNE 30, 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.
The Company has recently acquired a family sports supercenter and
intends to acquire or open additional supercenters in the near future.
The supercenters include golf facilities and other family oriented
recreational facilities.
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 70-acre property on which there is an existing
golf recreational facility in Rio Salado, Arizona ("Rio Salado").
The Company acquired six golf facilities during the second quarter of
1997; a leasehold interest in a 29-acre property on which there is an
existing golf recreational facility in Arlington, Texas ("Arlington"),
a leasehold interest in a 15-acre property on which there is an
existing golf recreational facility in San Bruno, California ("San
Bruno"), a 12-acre property on which there is an existing golf
recreational facility in Philadelphia, Pennsylvania ("Southampton"),
a leasehold interest in a 16-acre property on which there is an
existing golf recreational facility in Milpitas, California
("Milpitas"), a 19-acre property on which there is an existing golf
recreational facility in Carver, Massachusetts
<PAGE>
("Carver") and a 25-acre property on which there is an existing golf
recreational facility in Palm Royale, California ("Palm Royale").
Had the acquisitions of Raleigh, Darlington, Randalls Island,
Arlington, San Bruno, Southampton, Milpitas, Carver and Plam Royale
been made on January 1, 1997, (unaudited) pro forma sales, earnings and
earnings per share would have been $27.9 million, $4.6 million and
$0.38 respectivly for the six months ended June 30, 1997. The
operations of Palm Desert, Trotters Glen and Rio Salado were not
material to the operations of the Company.
Had the acquisition in 1997 and 1996 been made on January 1, 1996 the
pro forma sales, earnings and earnings per share would have been
$38.7 million, $4.4 million and $0.41 respectively for the year ended
December 31, 1997. The operations of Mesa, Plam Desert, Trotters Glen
and Rio Salado were not material to the operations of the Company.
In addition, the Company was awarded contracts to construct and
operate golf facilities in Norwalk, California ("Cerritos"),
Bronx, New York ("Bronx") and Brooklyn, New York ("Brooklyn").
(NOTE E) SUBSEQUENT EVENTS
On July 25, 1997, the Company acquired Leisure Complexes, Inc., a
New York corporation ("LCI"). LCI owns and operates a new 170,000
square-foot family entertainment complex, in Lake Grove, New York,
which includes, among other things, an ice hockey rink, bowling
lanes, a virtual reality batting cage, an I-werks Motion Master
Theatre, a variety of indoor amusements, restaurants and a conference
center. LCI also owns and operates seven bowling centers throughout
Long Island, New York.
Pursuant to the Agreement and Plan of Merger (the "LCI Merger
Agreement"), dated as of July 25, 1997, among the Company, Lake Grove
Family Golf Centers, Inc., a New York corporation and a wholly-owned
subsidiary of the Company ("Merger Sub"), and LCI, LCI merged with and
into Merger Sub, whereupon the separate corporation existence of LCI
ceased and Merger Sub continued as the surviving corporation. The
merger consideration consisted of (i) an aggregate of 509,090 shares
of the common stock, $.01 par value per share, of the Company (the
"Common Stock") (40,000 shares of which have been placed in escrow for
one year to satisfy indemnification claims of the Company, if any,
under the Merger Agreement), and (ii) warrants to purchase an
aggregate of 55,537 of the Company's Common Stock at an exercise price
of $27.50 per share. Immediately prior to the merger, Merger Sub
funded the redemption of LCI's outstanding Convertible Redeemable
Preferred Stock in the amount of approximately $2 million. The Merger
Sub also assumed approximately $30 million of LCI's existing
indebtedness. Approximately $2 million of such assumed debt was
satisfied at closing and $27 million of such assumed debt was
refinanced with the Bank.
The principal sum of approximately $27 million shall be paid in
monthly installments through August 2002 and bears interest at a rate
based on (i) the greater of the Bank's prime rate or the federal funds
rate plus .5% per annum (the "Base Rate") plus .25% per annum or (ii)
the LIBO rate (the "LIBO Rate"), plus between 1% and 2% per annum
(depending on the Company's ratio of Consolidated Funded Debt to
Consolidated EBITDA (as such terms are defined in the Agreement)).
During the term of the loan, the interest rate will be increased by
.5% per annum in the case of Base Rate loans and .25% per annum in the
case of LIBO Rates loans. This indebtedness is secured by a mortgage
lien upon the eight parcels of property described in the Agreement.
The Company also entered into a long term lease with LCI's affiliate,
Three Grove Partners, a New York limited partnership ("Three Grove"),
to lease the property on which there is an 18-hole executive golf
course, driving range and related facilities previously operated as
"The Ponds at Lake Grove Golf Center." The Company also acquired
certain assets from Three Grove. The acquired assets included (i)
certain leasehold improvements on the leased property, and (ii)
certain equipment, fixtures, personal property and contracts used in
connection with the operation of the golf center (the "Lake Grove
Assets").
Pursuant to the Purchase Agreement, dated as of July 25, 1997, between
the Company and Three Grove, the Company purchased the Lake Grove
Assets for $2,000,000 in cash ($100,000 of which was placed in
escrow for one year to satisfy indemnification claims of the Company,
if any, under the Purchase Agreement). The source of funds for the
acquisition was derived from the Company's working capital and the
Company borrowed $2.4 million under its Credit Facility with The Chase
Manhattan Bank.
<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 golf 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 or executive golf courses which are designed
to facilitate the practice of golf. The golf courses include 18-hole and
27-hole championship courses, pro shops, driving ranges, restaurants and one
has complete banquet facilities.
As of June 30, 1997, the Company owns, leases or manages 48 golf facilities
(comprised of 37 golf centers and 11 combination golf center and golf course
facilities located in 18 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:
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30 THREE MONTHS ENDED JUNE 30
------------------------ --------------------------
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Operating revenues 71.8% 75.4% 71.6% 73.1%
Merchandise sales 28.2 24.6 28.4 26.9
Total revenue 100.0 100.0 100.0 100.0
Operating expenses 64.2 60.5 52.8 48.0
Cost of merchandise sold 65.6 65.8 64.7 65.0
Selling, general and
admin. expenses 8.7 14.6 7.0 12.3
Income from operations 26.7 23.6 36.8 35.1
Interest expense 1.5 1.3 1.1 0.5
Other income 2.9 2.8 1.7 1.4
Income before income taxes 28.1 25.1 37.4 35.9
Income tax expense 10.7 9.0 14.2 12.9
Net income 17.4 16.1 23.2 23.0
<PAGE>
SIX MONTHS ENDED JUNE 30, 1997 COMPARED TO SIX MONTHS ENDED JUNE 30, 1996
Results for the six months ended June 30, 1997 reflect the operations of 35
centers for the full period, one golf center for five months, five golf centers
for four months, four golf centers for approximately three months and three
golf centers for one month or less. Results for the six months ended June 30,
1996 reflect the operations of nine golf centers for the full period,
operations of three golf centers for approximately five months, operations of
one golf center for approximately four months, operations of two golf centers
for about three months, operations of three golf centers for two months and of
six 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 necessarily be meaningful.
Total revenue for the six months ended June 30, 1997 was $26.5 million as
compared to $10.2 million for the same period in 1996, an increase of $16.3
million (160%). The overall increase in revenue was attributable to having
additional golf centers in operation during the 1997 period. Total revenue for
the nine golf centers operating for the full six months ended June 30, 1997 and
1996 increased 29% to $8.8 million in the 1997 period from $6.8 million in the
1996 period. The increase in revenues for these nine golf centers was primarily
due to better winter weather conditions in the Northeast and Southeast regions
and stronger merchandise and golf instruction sales.
Operating revenues, consisting of all sales except merchandise sales, amounted
to $19.1 million for the six months ended June 30, 1997, as compared to $7.7
million for the comparable 1996 period, an increase of $11.4 million (148%).
The increase in operating revenues was primarily attributable to having
additional golf centers in operation during the 1997 period. Total operating
revenue for the nine golf centers operating for the full six months ended
June 30, 1997 and 1996 increased 8% to $5.4 million in the 1997 period from
$5.0 million in the 1996 period.
Merchandise sales, consisting of golf clubs, balls, bags, gloves, videos,
apparel and related accessories, amounted to $7.5 million for the six months
ended June 30, 1997 as compared to $2.5 million for the comparable 1996 period,
an increase of $5.0 million (198%). The increase in merchandise sales was
primarily due to the contribution of new locations. Total merchandise sales for
the nine golf centers operating for the full six months ended June 30, 1997 and
1996 increased 87% to $3.4 million in the 1997 period from $1.8 million in the
1996 period, due to the increased emphasis placed by the Company on improving
pro shop sales.
Operating expenses, consisting of operating wages and employee costs, land
rent, depreciation of golf driving range facilities and equipment, utilities
and all facility operating costs, increased to $12.3 million (64% of operating
revenue) in the 1997 period from $4.7 million (61% of operating revenue) in the
1996 period, an increase of $7.6 million (163%). The increase in operating
expenses was primarily due to the opening and operating costs of locations
that were not operated by the Company during the 1996 period.
The cost of merchandise sold increased to $4.9 million (66% of merchandise
sales) in the 1997 period from $1.7 million (66% of merchandise sales) in the
comparable 1996 period. The overall increase in the cost of merchandise sold of
$3.2 million (197%) was primarily due to the higher level of merchandise sales.
Selling, general and administrative expenses for the six months ended June 30,
1997 amounted to $2.3 million (9% of total revenue) compared to $1.5 million
(15% of total revenue) in the comparable 1996 period, an increase of $800,000
(53%), primarily due to the expenses associated with opening and operating
additional golf centers. Selling, general and administrative expenses declined
to 9% of total revenue in 1997 from 15% in 1996 primarily due to the substantial
increase in revenues and relatively low corresponding incremental increase in
certain selling, general and administrative costs.
<PAGE>
Interest expense increased to $386,000 for the six months ended June 30, 1997
from $137,000 in the comparable 1996 period. Other income, primarily interest
income, increased to $760,000 in the 1997 period from $290,000 in the 1996
period. The increase in interest expense was primarily due to the increase in
debt at June 30, 1997.
The Company had income before income taxes for the six months ended June 30,
1997 of $7.5 million as compared to income of $2.6 million in the comparable
1996 period. Net income for the six months ended June 30, 1997 amounted to $4.6
million as compared to $1.6 million for the comparable 1996 period.
THREE MONTHS ENDED JUNE 30, 1997 COMPARED TO THREE MONTHS ENDED JUNE 30, 1996
Results for the three months ended June 30, 1997 reflect the operations of 45
golf centers for the full period and three golf centers for one month or less.
Results for the period ended June 30, 1996 reflects the operations of fourteen
golf centers for the full period and operations of six 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
necessarily be meaningful.
Total revenue for the three months ended June 30, 1997 was $17.5 million as
compared to $6.9 million for the same period in 1996, an increase of $10.6
million (156%). The overall increase in revenue was primarily attributable to
having additional golf centers in operation during the 1997 period. Total
revenue for the 14 golf centers operating for the full three months ended June
30, 1997 and 1996 increased 33% to $7.7 million in the 1997 period from $5.8
million in the 1996 period. The increase in revenues for these 14 golf centers
was primarily due to stronger merchandise and golf instruction sales.
Operating revenues, consisting of all sales except merchandise sales, amounted
to $12.5 million for the three months ended June 30, 1997, as compared to $5.0
million for the comparable 1996 period, an increase of $7.5 million (151%). The
increase in operating revenues was primarily attributable to having additional
golf centers in operation during the 1997 period. Total operating revenue for
the 14 golf centers operating for the full three months ended June 30, 1997 and
1996 increased 12% to $4.7 million in the 1997 period from $4.2 million in the
1996 period.
Merchandise sales, consisting of golf clubs, balls, bags, gloves, videos,
apparel and related accessories, amounted to $4.9 million for the three months
ended June 30, 1997 as compared to $1.8 million for the comparable 1996 period,
an increase of $3.1 million (171%). The increase in merchandise sales was
primarily due to the contribution of new locations. Total merchandise sales for
the 14 golf centers operating for the full three months ended June 30, 1997 and
1996 increased 87% to $3.0 million in the 1997 period from $1.6 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 $6.6 million (53% of
operating revenue) in the 1997 period from $2.4 million (48% of operating
revenue) in the 1996 period, an increase of $4.2 million (175%). The increase
in operating expenses was primarily due to the operating costs of locations
that were not operated by the Company during the 1996 period.
The cost of merchandise sold increased to $3.2 million (65% of merchandise
sales) in the 1997 period from $1.2 million (65% of merchandise sales) in the
comparable 1996 period. The overall increase in this cost of $2.0 million
(170%) was primarily due to the higher level of merchandise sales.
<PAGE>
Selling, general and administrative expenses for the three months ended June
30, 1997 amounted to $1.2 million (7% of total revenue) compared to $845,000
(12% of total revenue) in the comparable 1996 period primarily due to expenses
associated with opening and operating additional golf centers. Selling, general
and administrative expenses declined to 7% of total revenue in 1997 from 12% in
1996 primarily due to the substantial increase in revenues and relatively low
corresponding incremental increase in certain selling, general and
administrative costs.
Interest expense increased to $195,000 for the three months ended June 30, 1997
from $37,000 in the comparable 1996 period. Other income, primarily interest
income, increased to $294,000 in the 1997 period as compared to $93,000 in the
1996 period. The decrease in interest expense and the increase in interest
income, was attributable to the receipt and use of proceeds from the public
offering completed in July 1996.
The Company had income before income taxes for the three months ended June 30,
1997 of $6.6 million as compared to income of $2.5 million in the comparable
1996 period. Net income for the three months ended June 30, 1997 amounted to
$4.1 million as compared to $1.6 million for the comparable 1996 period.
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 1997, the Company had working capital of $13.3 million compared to
$36.7 million at December 31, 1996. The decrease was principally due to the
acquisition and renovation of golf facilities during the six months ended June
30, 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 June 30, 1997 of $16.9 million
bears interest at fixed and variable rates currently ranging from 5.25% to
10.5%. On June 30, 1997, the Company entered into a Credit Agreement (the
"Agreement") with The Chase Manhattan Bank (the "Bank") providing for a
two-year $20 million revolving credit facility converting to a four-year term
loan at the end of two years. After conversion to the term loan, the loan is to
be paid off in 16 substantially equal quarterly installments. The Company's
obligations under the Agreement are secured by the pledge of the stock of most
of the Company's subsidiaries and such subsidiaries have also guaranteed such
obligations. At the time of each loan under the revolving credit facility, the
Company may choose between an interest rate based on (i) the greater of the
Bank's prime rate or the federal funds rate plus .5% per annum (the "Base
Rate") plus .25% per annum or (ii) the LIBO rate (the "LIBO Rate"), plus
between 1% and 2% per annum (depending on the Company's ratio of Consolidated
Funded Debt to Consolidated EBITDA (as such terms are defined in the
Agreement)). During the term loan, the interest rate will be increased by .5%
per annum in the case of Base Rate loans and .25% per annum in the case of LIBO
Rate loans. As of June 30, 1997, the Company had $5 million outstanding under
the Agreement.
On July 25, 1997, the Company acquired Leisure Complexes, Inc., a New York
corporation ("LCI"). LCI owns and operates a new 170,000 square-foot family
entertainment complex, in Lake Grove, New York, which includes, among other
things, an ice hockey rink, bowling lanes, a virtual reality batting cage, an
I-werks Motion Master Theatre, a variety of indoor amusements, restaurants and
a conference center. LCI also owns and operates seven bowling centers throughout
Long Island, New York.
In connection with the acquisition of LCI the company assumed approximately
$30 million of LCI's existing indebtedness. Approximately $2 million of such
debt was satisfied at closing and $27 million of such assumed debt was
refinanced with the Bank. The principal sum shall be paid in monthly
installments through August 2002 and bears interest at a rate based on (i)
the greater of the Bank's prime rate of the federal funds plus .5% per
annum (the "Base Rate") plus .25% per annum or (ii) the LIBO rate (the "LIBO
Rate"), plus between 1% and 2% per annum (depending on the Company's ratio of
Consolidated Funded Debt to Consolidated EBITDA (as such terms are defined in
the Agreement)). During the term of the loan, the interest rate will be
increased by .5% per annum in the case of Base Rate loans and .25% per annum
in the case of LIBO Rate loans. This indebtedness is secured by a mortgage
lien upon the eight parcels of property described in the Agreement.
The Company also entered into a long term lease with LCI's affiliate, Three
Grove partners, a New York limited partnership ("Three Grove") to lease the
property on which there is an 18-hole executive golf course, driving range and
related facilities previously operated as "The Ponds at Lake Grove Golf
<PAGE>
Center". The Company also acquired certain assets from Three Grove. The
acquired assets included (i) certain leasehold improvements on the
leased property, and (ii) certain equipment, fixtures, personal property and
contracts used in connection with the operations of the golf center.
The Company anticipates making substantial additional expenditures in
connection with the acquisition and operation 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 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.
The Company also intends to open or acquire family sports supercenters which
will include golf facilities such as driving ranges, miniature golf courses and
short game practice areas and other family-oriented recreational facilities
such as ice hockey rinks, batting cages, bowling lanes, video arcades and other
amusements. On July 25, 1997, the Company acquired Leisure Complexes, Inc., a
company which operates a new 170,000 square foot state-of-the-art family sports
supercenter and an 18-hole executive golf course and driving range (see Note E).
The Company believes that as each supercenter matures, it will provide a return
on investment comparable to that of the Company's golf centers. The Company
believes that supercenters expand on the Company's concept of family-oriented
recreation, add additional sources of revenue and attract a broader base of
customer than golf centers. In addition, the majority of amenities found at
supercenters will have the additional benefit of being counter-seasonal to the
golf business. The additional revenue attributed to these supercenters will be
partially offset by intial losses from acquisition, construction and other
pre-opening costs and initial operating losses associated with the supercenters.
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. 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, South Carolina and Texas) where inclement weather may have less of
an impact on the outdoor playing season than in the Northeast may mitigate this
seasonal pattern. 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 six months ended June 30, 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
On June 24, 1997, the Company held its Annual Meeting of
Stockholders. At such meeting Dominic Chang, Krishnan P. Thampi, James
Ganley, Jimmy C.M. Hsu and Yupin Wang were elected to continue to
serve as directors of the Company by a plurality of the votes cast in
person or by proxy at the Meeting. In addition, the following matters
were voted upon by the Stockholders: (i) there were 6,623,429
votes cast for, 2,165,020 votes cast against and 5,045 abstentions
with respect to the adoption of the Company's 1997 Stock Incentive
Plan; and (ii) there were 8,823,058 votes cast for 11,790 votes
cast against and 10,642 abstentions with respect to the ratification
of the appointment of Richard A. Eisner & Company, LLP, certified
public accountants, as auditors of the Company for the fiscal year
ending December 31, 1997.
ITEM 5. OTHER INFORMATION NONE
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBITS
--------
EXHIBIT 27 FINANCIAL DATA SCHEDULE
(B) REPORTS ON FORM 8-K NONE
-------------------
<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, thereunto duly authorized.
Dated: August 14, 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>
<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 JUNE 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1997
<CASH> 4,538,000
<SECURITIES> 4,668,000
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 10,676,000
<CURRENT-ASSETS> 25,807,000
<PP&E> 134,876,000
<DEPRECIATION> 3,350,000
<TOTAL-ASSETS> 170,882,000
<CURRENT-LIABILITIES> 12,486,000
<BONDS> 0
0
0
<COMMON> 120,000
<OTHER-SE> 144,201,000
<TOTAL-LIABILITY-AND-EQUITY> 170,882,000
<SALES> 26,557,000
<TOTAL-REVENUES> 26,557,000
<CGS> 4,904,000
<TOTAL-COSTS> 19,464,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 386,000
<INCOME-PRETAX> 7,467,000
<INCOME-TAX> 2,837,000
<INCOME-CONTINUING> 4,630,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,630,000
<EPS-PRIMARY> $0.38
<EPS-DILUTED> $0.38
</TABLE>
