UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 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 0-2380
SPORTS ARENAS, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-1944249
(State of Incorporation) (I.R.S. Employer I.D. No.)
5230 Carroll Canyon Road, Suite 310, San Diego, California 92121
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (619) 587-1060
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports); and (2) has been subject to such
filing requirements for the past 90 days. Yes X No _
The number of shares outstanding of the issuer's only class of common stock
($.01 par value) as of October 31, 1997 was 27,250,000 shares.
<PAGE>
SPORTS ARENAS, INC.
FORM 10-Q
QUARTER ENDED SEPTEMBER 30, 1997
INDEX
Part I - Financial Information:
Item 1.- Consolidated Condensed Financial Statements:
Balance Sheets as of September 30, 1997 and June 30, 1997 ..........1-2
Statements of Operations for the Three Months
Ended September 30, 1997 and 1996 ................................3
Statements of Cash Flows for the Three Months
Ended September 30, 1997 and 1996 ............................... 4
Notes to Financial Statements .......................................5-6
Item 2.- Management's Discussion and Analysis of Financial
Condition and Results of Operations ..............................7-9
Part II - Other Information .................................................10
Signature ...................................................................11
<PAGE>
SPORTS ARENAS, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
September 30, June 30,
1997 1997
----------- -----------
(Unaudited)
Current assets:
<S> <C> <C>
Cash and cash equivalents .................................. $ 279,623 $ 821,513
Current portion of notes receivable ........................ 25,000 25,000
Current portion of notes receivable-affiliate .............. 50,000 50,000
Construction contract receivables .......................... 266,524 384,732
Other receivables .......................................... 49,778 82,972
Costs in excess of billings on uncompleted
contracts .................................................. 33,158 17,462
Inventories ................................................ 82,148 89,118
Prepaid expenses ........................................... 199,733 138,583
----------- -----------
Total current assets ....................................... 985,964 1,609,380
----------- -----------
Receivables due after one year:
Note receivable ............................................ 710,702 728,838
Less deferred gain ......................................... (716,025) (716,025)
Note receivable- Affiliate ................................. 569,311 539,306
Note receivable- Other ..................................... 30,067 35,477
----------- -----------
594,055 587,596
Less current portion ....................................... (75,000) (75,000)
----------- -----------
519,055 512,596
----------- -----------
Property and equipment, at cost:
Land ....................................................... 678,000 678,000
Buildings .................................................. 2,461,327 2,461,327
Equipment and leasehold and tenant improvements ............ 1,895,861 1,752,244
----------- -----------
5,035,188 4,891,571
Less accumulated depreciation and amortization ............. (1,391,876) (1,291,861)
----------- -----------
Net property and equipment ................................. 3,643,312 3,599,710
----------- -----------
Other assets:
Undeveloped land, at cost .................................. 1,665,643 1,665,643
Intangible assets, net ..................................... 364,679 447,608
Investments ................................................ 2,012,119 2,012,119
Other ...................................................... 89,587 86,699
----------- -----------
4,132,028 4,212,069
----------- -----------
$ 9,280,359 $ 9,933,755
=========== ===========
</TABLE>
1
<PAGE>
SPORTS ARENAS, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS (CONTINUED)
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY)
<TABLE>
<CAPTION>
September 30, June 30,
1997 1997
------------ ------------
(Unaudited)
Current liabilities:
<S> <C> <C>
Assessment district obligation-in default .................. $ 2,149,880 $ 2,097,982
Current portion of long-term debt .......................... 481,000 481,000
Notes payable, short-term .................................. 250,000 250,000
Accounts payable ........................................... 911,899 738,185
Accrued payroll and related expenses ....................... 74,323 116,249
Accrued property taxes ..................................... 432,778 408,784
Accrued interest ........................................... 27,531 29,353
Accrued frequent bowler program expense .................... 60,059 60,239
Other liabilities .......................................... 114,223 147,324
------------ ------------
Total current liabilities .................................. 4,501,693 4,329,116
------------ ------------
Long-term debt, excluding current portion .................. 3,990,291 4,061,987
------------ ------------
Distributions received in excess of basis in investment .... 10,189,686 10,083,802
------------ ------------
Tenant security deposits ................................... 25,549 27,847
------------ ------------
Minority interest in consolidated subsidiary ............... 2,212,677 2,212,677
------------ ------------
Commitments and contingencies (Note 4)
Shareholders' equity (deficiency):
Common stock, $.01 par value, 50,000,000 shares
authorized, 27,250,000 shares issued and outstanding ....... 272,500 272,500
Additional paid-in capital ................................. 1,730,049 1,730,049
Accumulated deficit ........................................ (11,620,681) (10,813,818)
------------ ------------
(9,618,132) (8,811,269)
Less note receivable from shareholder ...................... (2,021,405) (1,970,405)
------------ ------------
Total shareholders' equity (deficiency) .................... (11,639,537) (10,781,674)
------------ ------------
$ 9,280,359 $ 9,933,755
============ ============
</TABLE>
See accompanying notes to consolidated condensed financial statements.
2
<PAGE>
SPORTS ARENAS, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
(Unaudited)
<TABLE>
<CAPTION>
1997 1996
----------- -----------
Revenues:
<S> <C> <C>
Bowling .................................................... $ 621,104 $ 990,498
Rental ..................................................... 85,844 124,411
Construction ............................................... 760,120 666,705
Golf ....................................................... 50,701 --
Other ...................................................... 27,821 40,862
Other-related party ........................................ 28,599 27,766
----------- -----------
1,574,189 1,850,242
----------- -----------
Costs and expenses:
Bowling .................................................... 498,460 806,746
Rental ..................................................... 60,805 54,696
Construction ............................................... 700,940 573,049
Golf ....................................................... 130,085 --
Development ................................................ 32,928 29,610
Selling, general, and administrative ....................... 787,962 521,176
Depreciation and amortization .............................. 184,563 179,324
----------- -----------
2,395,743 2,164,601
----------- -----------
Loss from operations ....................................... (821,554) (314,359)
----------- -----------
Other income (charges):
Investment income:
Related party .............................................. 61,973 56,257
Other ...................................................... 33,323 13,623
Interest expense related to development activities ......... (51,898) (68,620)
Interest expense and amortization of finance costs ......... (121,178) (117,362)
Equity in income of investees .............................. 92,471 62,831
Gain on sale of bowling centers ............................ -- 1,099,514
----------- -----------
14,691 1,046,243
----------- -----------
Net income (loss) .......................................... (806,863) 731,884
=========== ===========
Per common share (based on weighted average shares outstanding):
Net income (loss) ........................................ ($0.03) $0.03
======= =======
</TABLE>
See accompanying notes to consolidated condensed financial statements.
3
<PAGE>
SPORTS ARENAS, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
(Unaudited)
<TABLE>
<CAPTION>
1997 1996
----------- -----------
Cash flows from operating activities:
<S> <C> <C>
Net income (loss) .......................................... ($ 806,863) $ 731,884
Adjustments to reconcile net income (loss) to the
net cash provided (used) by operating activities:
Amortization of deferred financing costs and discount ...... 5,865 8,130
Depreciation and amortization .............................. 184,563 179,324
Undistributed income of investees .......................... (92,471) (62,831)
Interest income accrued on note receivable from shareholder (51,000) (45,225)
Interest accrued on assessment district obligations ........ 51,898 50,308
Gain on sale ............................................... -- (1,099,514)
Changes in assets and liabilities:
Decrease in receivables .................................... 151,402 86,326
(Increase) decrease in costs in excess of billings ......... (15,696) 12,936
Decrease in inventories .................................... 6,970 --
Increase in prepaid expenses ............................... (61,150) (45,806)
Increase in accounts payable ............................... 173,714 14,251
Decrease in accrued expenses ............................... (53,035) (198,973)
Other ...................................................... 685 20,110
----------- -----------
Net cash used by operating activities ...................... (505,118) (349,080)
----------- -----------
Cash flows from investing activities:
Increase in notes receivable ............................... (6,459) (17,995)
Other capital expenditures ................................. (98,131) (15,703)
Proceeds from sale of bowling centers ...................... -- 985,246
Distributions from investees ............................... 185,000 111,524
----------- -----------
Net cash provided by investing activities .................. 80,410 1,063,072
----------- -----------
Cash flows from financing activities:
Scheduled principal payments ............................... (117,182) (265,299)
----------- -----------
Net cash used by financing activities ...................... (117,182) (265,299)
----------- -----------
Net increase (decrease) in cash and equivalents ............ (541,890) 448,693
Cash and cash equivalents, beginning of year ............... 821,513 1,093,465
----------- -----------
Cash and cash equivalents, end of year ..................... $ 279,623 $ 1,542,158
=========== ===========
</TABLE>
SUPPLEMENTAL CASH FLOW INFORMATION:
Supplemental Schedule of Non-Cash Investing and Financing Activities:
Long-term debt of $45,486 was incurred to finance capital expenditures of
$79,572 in 1997.
See accompanying notes to consolidated condensed financial statements.
4
<PAGE>
SPORTS ARENAS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 1997 AND 1996
(Unaudited)
1. The information furnished reflects all adjustments which management
believes are necessary to a fair statement of the Company's financial
position, results of operations and changes in cash flow for the interim
periods.
2. Due to the seasonal fluctuations of the bowling operations, the
financial results for the interim periods ended September 30, 1997 and
1996, are not necessarily indicative of operations for the entire year.
3. Investments:
(a) Investments consist of the following:
September 30, June 30,
1997 1997
------------ ------------
Accounted for on the equity method:
Investment in UCV, L.P. ............... $(10,189,686) $(10,083,802)
Vail Ranch Limited Partnership ........ 1,974,193 1,974,193
------------ ------------
(8,215,493) (8,109,609)
Less Investment in UCV, L.P. classified
as liability- Distributions received
in excess of basis in investment ..... 10,189,686 10,083,802
------------ ------------
1,974,193 1,974,193
------------ ------------
Accounted for on the cost basis:
All Seasons Inns, La Paz .............. 37,926 37,926
------------ ------------
Total investments .................. $ 2,012,119 $ 2,012,119
============ ============
The following is a summary of the equity in income (loss) of the
investments accounted for by the equity method:
1997 1996
------- -------
UCV, L.P. .................... $92,471 $62,831
Vail Ranch Limited Partnership -- --
------- -------
$92,471 $62,831
======= =======
The Company received cash distributions of $185,000 from UCV, L.P. in 1997
and $83,500 from UCV, L.P. and $28,024 from Vail Ranch Limited Partners in
1996.
(b) Investment in UCV, L.P.
The operating results of this investment are included in the accompanying
consolidated statements of operations based upon the partnership's fiscal
year (March 31). Summarized information from UCV, L.P.'s unaudited
statements of income for the three-month periods ended June 30, 1997 and
1996 are as follows:
1997 1996
---------- ----------
Revenues ................ $1,117,000 $1,067,000
Operating and general and
administrative costs .. 360,000 368,000
Depreciation ............ 48,000 49,000
Interest expense ........ 524,000 524,000
Net income .............. 185,000 126,000
5
<PAGE>
SPORTS ARENAS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 1997 AND 1996
(Unaudited)
4. Contingencies:
(a)Old Vail Partners (OVP), a consolidated subsidiary and 50 percent owned
by the Company, owns approximately 33 acres of undeveloped land that are
located within a special assessment district of the County of Riverside,
California (the County) which was created to fund and develop roadways,
sewers, and other required infrastructure improvements in the area
necessary for the owners to develop their properties. Property within the
assessment district is collateral for an allocated portion of the bonded
debt that was issued by the assessment district to fund the improvements.
The annual payments (made in semiannual installments) due related to the
bonded debt are approximately $144,000 for the 33 acres. The payments
continue through the year 2014 and include interest at approximately 7-3/4
percent. OVP is delinquent in the payment of property taxes and
assessments for the last five years. The property is currently subject to
default judgments to the County of Riverside, California totaling
approximately $1,361,949 regarding delinquent assessment district payments
($941,656) and property taxes ($420,293).
The principal balance of the allocated portion of the assessment district
bonds ($1,208,224), and delinquent principal, interest and penalties
($941,656 at September 30, 1997 and $889,758 at June 30, 1997) are
classified as "Assessment district obligation- in default" in the
consolidated balance sheet. In addition, accrued property taxes in the
balance sheet include $420,293 at September 30, 1997 and $399,140 at June
30, 1997 of delinquent property taxes and late fees related to the 33-acre
parcel.
In November 1993, the City of Temecula adopted a general development plan
that designated the property owned by OVP as suitable for "professional
office" use, which is contrary to its zoning as "commercial" use. As part
of the adoption of its general development plan, the City of Temecula
adopted a provision that, until the zoning is changed on properties
affected by the general plan, the general plan shall prevail when a use
designated by the general plan conflicts with the existing zoning on the
property. The result is that the City of Temecula has effectively
downzoned OVP's property from a "commercial" to "professional office" use.
The property is subject to Assessment District liens that were allocated
in 1989 based on a higher "commercial" use. Since the Assessment District
liens are not subject to reapportionment as a result of re-zoning, a
"professional office" use is not economically feasible due to the
disproportionately high allocation of Assessment District costs. OVP has
filed suit against the City of Temecula claiming that the City's adoption
of a general plan as a means of effectively re-zoning the property is
invalid. Additionally, OVP is claiming that, if the effective re-zoning is
valid, the action is a taking and damaging of OVP's property without
payment of just compensation. OVP is seeking to have the effective
re-zoning invalidated and an unspecified amount of damages. The outcome of
this litigation is uncertain. If the City of Temecula is successful in its
attempt to downzone the property, the value of the property may be
significantly impaired.
(b)The Company is involved in other various routine litigation and disputes
incident to its business. In the management's opinion, based in part on
the advice of legal counsel, none of these matters will have a material
adverse affect on the Company's financial position.
5. Significant Events:
The Company's $300,000 line of credit expired on November 1, 1997 and was not
renewed.
6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS:
LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
Excluding the balance of the assessment-district-obligation-in-default and
property taxes in default related to the same property which are included in
current liabilities, the Company has a working capital deficit of $945,556 at
September 30, 1997, which is a $722,942 increase from the similarly calculated
working capital deficit of $222,614 at June 30, 1997. The increase in the
working capital deficit is attributable to the cash used by operating activities
for the three months ended September 30, 1997. The following is a schedule of
the cash provided (used) before changes in assets and liabilities segregated by
business segments:
1997 1996 Change
----------- ----------- -----------
Bowling ........................... $ (153,000) $ (183,000) $ 30,000
Rental ............................ 43,000 46,000 (3,000)
Construction ...................... (26,000) 29,000 (55,000)
Golf .............................. (480,000) -- (480,000)
Development ....................... (35,000) (50,000) 15,000
General corporate expense and other (57,000) (80,000) 23,000
----------- ----------- -----------
Cash provided (used) by operations (708,000) (238,000) (470,000)
Capital expenditures, net of
financing ....................... (98,000) (16,000) (82,000)
Principal payments on long-term
debt ............................ (117,000) (755,000) 638,000
----------- ----------- -----------
Cash used ......................... (923,000) (1,009,000) 86,000
----------- ----------- -----------
Distributions received from
investees ....................... 185,000 250,000 (65,000)
Proceeds from sale of assets ...... -- 985,000 (985,000)
As described in Note 4 of the Notes to Consolidated Condensed Financial
Statements, Old Vail Partners is delinquent in the payment of special assessment
district obligations and property taxes on 33 acres of undeveloped land. The
County of Riverside has obtained judgments for the defaults in assessment
district payments and property taxes. The amount due to cure the judgments as of
September 30, 1997 is $1,362,000. If the County of Riverside takes the property
to public sale and the judgments are not satisfied prior to the sale, Old Vail
Partners could lose title to the property and the property would not be subject
to redemption. Also as described in Note 4 of the Notes to Consolidated
Condensed Financial Statements, Old Vail Partners is contesting an attempt by
the City of Temecula to effectively downzone the property. As a result of the
judgments and the attempts to downzone the property, the recoverability of the
carrying value of this property is uncertain.
UCV, L.P. (UCV) is currently evaluating the feasibility of redeveloping the
apartment project from 542 units to approximately 1,100 units. UCV has commenced
seeking new short-term financing for the property in an amount up to
$25,000,000, which if obtained would provide sufficient funds for funding
redevelopment planning costs over the next 18 months and for funding
distributions to the partners of approximately $2,000,000 each. UCV estimates
the annual debt service on the new financing will not exceed its current level
of debt service as a result of a reduction in the annual interest rate from 10
percent to current rates of approximately 7-3/4 percent
The Company is in the process of entering into a short-term loan agreement with
Loma Palisades, Ltd. (Loma), an affiliate of the Company's partner in UCV,
whereby Loma will lend the Company up to $800,000. The loan will bear interest
at "Wall Street" prime rate plus 1 percent on the amounts drawn. Interest is
payable monthly and the principal is due within 30 days of demand and the
agreement will expire upon consummation of new financing for UCV.
Management estimates a cash flow deficit of $550,000 to $600,000 for the
remaining three quarters in the year ending June 30, 1998 from operating
activities after adding estimated distributions from UCV ($300,000) and Vail
Ranch Limited Partners ($100,000) and deducting capital expenditures and
scheduled principal payments on long-term debt. The Company believes the cash at
September 30, 1997 plus the proceeds from the short-term loan and the
refinancing of UCV will be sufficient to fund the cash flow deficit for the
remaining year. This analysis does not include consideration of the following
due to their uncertainty: any distributions the Company may receive from Vail
Ranch Limited Partners related to proceeds from a potential sale or refinancing;
or, any payments made on delinquent or current property taxes and assessments on
undeveloped land.
7
<PAGE>
RESULTS OF OPERATIONS
---------------------
The following is a summary of the comparison of the results of operations of the
three months ended September 30, 1997 to the same period in 1996:
<TABLE>
<CAPTION>
Real Estate Real Estate Con- Unallocated
Bowling Operation Development struction Golf And Other Totals
------- --------- ----------- --------- ---- --------- ------
<S> <C> <C> <C> <C> <C> <C>
Revenues ......................... $ (369,394) $ 2,351 -- $ 93,415 $ 50,701 $ (12,208) $ (235,135)
Costs ............................ (308,286) 6,109 3,318 127,891 130,085 -- (40,883)
SG&A-direct ...................... (63,372) -- -- 12,943 360,752 (2,619) 307,704
SG&A-allocated ................... (26,555) (1,000) -- 7,000 32,000 (11,445) --
Depreciation and amortization .... (18,098) 3,460 -- 24 16,949 2,904 5,239
Impairment losses ................ -- -- -- -- -- -- --
Interest expense ................. (2,948) (322) (16,648) (97) 8,175 (1,066) (12,906)
Equity in investees .............. -- 29,640 -- -- -- -- 29,640
Reversal of accrued liability .... -- -- -- -- -- -- --
Gain (loss) on disposition ....... (1,099,514) -- -- -- -- -- (1,099,514)
Segment profit (loss) ............ (1,049,649) 23,744 13,330 (54,346) (497,260) 18 (1,564,163)
Investment income ................ 25,416
Net loss ......................... (1,538,747)
</TABLE>
BOWLING OPERATIONS:
On August 7, 1996, the Company sold its three bowling centers located in Georgia
and then on December 15, 1996, the Company sold the video game operations that
were located in the two San Diego bowling centers. The Company has no plans to
sell the two remaining bowling centers.
The following is a summary of the changes to the components of the loss from
operations of the bowling segment during the three months ended September 30,
1997 compared to 1996:
<TABLE>
<CAPTION>
Georgia Video
Bowls Games Other Combined
----- ----- ----- --------
<S> <C> <C> <C> <C>
Revenues ................................ (331,961) (15,194) (22,239) (369,394)
Bowl costs .............................. (260,183) (8,604) (39,499) (308,286)
Selling, general & administrative:
Direct ................................ (89,174) -- 25,802 (63,372)
Allocated ............................. (28,953) -- 2,398 (26,555)
Depreciation ............................ (18,487) -- 389 (18,098)
Interest expense ........................ (7,511) (1,162) 5,725 (2,948)
Segment profit before gain on sale ...... 72,347 (5,428) (17,054) 49,865
</TABLE>
The following is a comparison of operations of the two remaining bowling
centers:
Bowling revenues decreased by 3-1/% in 1997 due to a 5% decline in the average
price per game bowled. The number of games bowled remained the same, however
shoe rental income decreased by approximately $8,000 or 18% of shoe rentals.
These declines are likely due to the an increase in the use of lane rental for
open bowling whereby bowlers pay an hourly rate for use of a lane regardless of
the number of games bowled. This results in more games bowled at a lower average
rate.
Bowl costs decreased by $39,000 or 7% primarily due to the timing of bowling pin
purchases and lane resurfacing that either occurred in a different period in the
prior year or had been deferred.
Selling, general and administrative expense directly related to the bowling
segment increased by $26,000 or 19% primarily due to an $18,000 increase in
promotion expense. This change primarily relates to a credit recorded in 1996
when the Company discontinued its frequent bowler program. These costs otherwise
increased by $8,000 primarily attributable to the Company hiring a full time
outside marketer to serve both bowling centers.
8
<PAGE>
Interest expense increased by $5,725 in 1997 primarily due to a $9,800 credit
recorded in 1996 related to the discounted payoff of a note payable.
RENTAL OPERATIONS:
There were no significant changes to the components of the rental segment in the
period ended September 30, 1997 except for the $29,640 increase in the equity in
income of UCV. The income of UCV increased primarily due to a $50,000 increase
in revenues which was attributable to a 3% increase in rent rates and a decrease
in the vacancy rate from 2.7% to 1.4%.
CONSTRUCTION OPERATIONS:
Construction revenues increased by $93,416 (14%) because of the Company's
continued success in bidding for large tenant improvement contracts of $75,000
and higher. However, costs as a percentage of construction revenues increased
from 86% in 1996 to 92% in 1997. This increase is attributable to the Company
bidding larger jobs at lower profit margins and that one job over $200,000 in
1997 had costs equal to 99 percent of the contract amount. This job incurred
unexpected costs that could not be passed on to the customer. Selling, general
and administrative costs related to the construction segment did not change
significantly.
REAL ESTATE DEVELOPMENT OPERATIONS:
Development costs and expenses primarily consists of legal costs incurred to
contest the City of Temecula's attempts to down-zone the undeveloped land owned
by Old Vail Partners. Interest expense related to development activities
primarily relates to interest accrued on the past due and current assessment
district obligations of Old Vail Partners. This interest expense decreased by
$16,722 due to the payment of a $340,000 note payable in April 1997.
GOLF OPERATIONS:
Sales during the three months ended September 30, 1997 continued to be
insignificant because the Company has not yet developed sales with golf club
manufacturers or distributors. The sales were principally to custom golf shops.
Golf costs consisted of costs of sales and manufacturing overhead of $95,000 and
research and development costs of $35,000. SG&A related to the golf segment
consisted of marketing and promotion expenses of $245,000 and other
administrative costs of $106,000. Corporate SG&A allocated to the Golf segment
totaled $32,000. The Company expects that it will be another three to nine
months before the Company is able to develop sales with these types of
customers.
9
<PAGE>
PART II
OTHER INFORMATION
ITEM 1. Legal Proceedings
As of September 30, 1997, there were no changes in legal proceedings
from those set forth in Item 3 of the Form 10-K filed for the year
ended June 30, 1997.
ITEM 2. Changes in Securities
NONE
ITEM 3. Defaults upon Senior Securities
N/A
ITEM 4. Submission of Matters to a Vote of Security Holder
NONE
ITEM 5. Other Information
NONE
ITEM 6. Exhibits & Reports on Form 8-K
(a) Exhibits: NONE
(b) Reports on Form 8-K: NONE
10
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SPORTS ARENAS, INC.
By: /s/ Harold S. Elkan
--- -------------------
Harold S. Elkan, President and Director
Date: November 14, 1997
----- -----------------
By: /s/ Steven R. Whitman
--- ---------------------
Steven R. Whitman, Treasurer,
Principal Accounting Officer and Director
Date: November 14, 1997
---- -----------------
11
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
SPORTS ARENAS, INC. AND SUBSIDIARIES
</LEGEND>
<CIK> 0000093003
<NAME> SPORTS ARENAS, INC. AND SUBSIDIARIES
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