UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Earliest Event Reported: December 15, 1999
HISPANIC TELEVISION NETWORK, INC.
---------------------------------
(Exact name of registrant as specified in its charter)
Delaware 000-23105 75-2504551
(State or other jurisdiction of (IRS Employer (Commission
incorporation or organization) Identification No.) File Number)
6125 Airport Freeway, Suite 200
Haltom City, Texas 76117
------------------------
(Address of principal executive offices, including zip code)
(817) 222-1234
--------------
(Registrant's telephone number, including area code)
AMERICAN INDEPENDENT NETWORK, INC.
----------------------------------
(Former name of registrant)
<PAGE>
On December 15, 1999, our merger with Hispano Television Ventures, Inc. was
completed. At the same time, we changed our name to Hispanic Television
Network, Inc. (formerly, American Independent Network, Inc.). This transaction
was previously reported on Form 8-K. This Amendment No. 1 to Form 8-K contains
the financial statements required for this transaction.
Item 7. Financial Statements and Exhibits
(a) and (b) Financial Statements of the Business Acquired and Pro Forma
Financial Information
<PAGE>
HISPANO TELEVISION VENTURES, INC.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S> <C>
Independent Auditors Report 1
Balance Sheet 2
Statement of Income 3
Statement of Changes in Stockholders' Equity 4
Statement of Cash Flows 5
Notes to Financial Statements 6
</TABLE>
<PAGE>
JACK F. BURKE, JR.
CERTIFIED PUBLIC ACCOUNTANT
P. O. BOX 15728
HATTIESBURG, MISSISSIPPI 39404
REPORT OF INDEPENDENT AUDITOR
The Board of Directors
Hispano Television Ventures, Inc.
6125 Airport Freeway
Haltom City, Texas 76117
I have audited the accompanying balance sheet of Hispano Television Ventures,
Inc. a Texas Corporation, as of December 31, 1998 and the related statements of
income, stockholders' equity and cash flows for the year then ended. These
financial statements are the responsibility of the Company's management. My
responsibility is to express an opinion on these financial statements based on
my audit.
I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Hispano Television Ventures, Inc.
at December 31, 1998 and the results of its operations and its cash flows for
the year then ended in conformity with generally accepted accounting principles.
Sincerely,
/S/ Jack F. Burke, Jr.
- --------------------------
Jack F. Burke, Jr.
January 18, 2000
1
<PAGE>
<TABLE>
<CAPTION>
Hispano Television Ventures, Inc.
Balance Sheet
December 31, 1998
Assets 1998
<S> <C>
Current Assets
Cash 89
------
Total Current Assets 89
------
Property and Equipment
Television Equipment 59868
Accumulated Depreciation -9978
------
Total Property and Equipment 49890
------
Other Assets
Intangibles Production - Cost 108632
Accumulated Amortization -1810
------
Total Other Assets 106822
------
Total Assets 156801
======
Liabilities and Stockholders' Equity
Current Liabilities
Notes Payable - Stockholders' 12240
------
Total Current Assets 12240
------
Stockholders' Equity
Common Stock - 3,200,000 Shares
Common No Par Authorized and Issued 156401
Retained Earnings (Deficit) -11840
------
Total Stockholders' Equity 144561
------
Total Liabilities and Stockholders' Equity 156801
======
</TABLE>
The Accompanying "Notes to Financial Statements"
Are An Integral Part of These Financial Statements
2
<PAGE>
<TABLE>
<CAPTION>
Hispano Television Ventures, Inc.
Statement of Income
For Period February 24, 1998 to December 31, 1998
Sales 1997
-------
<S> <C>
Operating Expenses
Depreciation and Amortization 11788
Other Expenses 2049
-------
Total Operating Expenses 13837
-------
Net Loss From Operation -11840
-------
Weighted Average Shares 3200000
Net Loss Per Share 0
</TABLE>
The Accompanying "Notes to Financial Statements"
Are An Integral Part of These Financial Statements
3
<PAGE>
<TABLE>
<CAPTION>
Hispano Television Ventures, Inc.
Statement of Changes in Stockholders' Equity
For Period February 24, 1998 to December 31, 1998
Common Retained
Stock Earnings Total
<S> <C> <C> <C>
3,200,000 Shares Common Stock Sold 156401 156401
Net Loss From Operations -11840 -11840
------------------------
Total 156401 -11840 144561
------------------------
</TABLE>
The Accompanying "Notes to Financial Statements"
Are An Integral Part of These Financial Statements
4
<PAGE>
<TABLE>
<CAPTION>
Hispano Television Ventures, Inc.
Statement of Cash Flows
For Period February 24, 1998 (Inception)
to December 31, 1998
1998
<S> <C>
Cash Flows From Operating Activities
Net (Loss) -11840
Adjustment to Reconcile Net Loss to
Net Cash From Operations
Depreciation and Amortization 11788
Total Cash Used in Operations -52
Cash Flows From Investing Activities
Investment in Property and equipment -5100
Investment in Other Assets -108632
Total Assets Used in Investing Activities -113732
Cash Flows From Financing Activities
Sale of Common Stock 101633
Net Borrowing from Stockholders' 12240
Total Cash Provided by Financing Activities 113873
Net Increase in Cash 89
Beginning Cash Balance 0
Ending Cash Balance 89
</TABLE>
The Accompanying "Notes to Financial Statements"
Are An Integral Part of These Financial Statements
5
<PAGE>
HISPANO TELEVISION VENTURES, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF BUSINESS - Hispano Television Ventures, Inc. was incorporated in Texas
on February 24, 1998, and is a successor to Hispanic Independent Productions,
LLC which was formed on September 25, 1997. The Company was originally in the
business of producing programs and commercials for the television industry.
Currently the Company is in the process of establishing a new Hispanic Televison
Network. The Company has recently acquired several television stations and is
currently in negotiations to acquire several more stations.
ESTIMATES - The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
CASH AND CASH EQUIVALENTS - The Company considers all short-term investments
with maturity of three months or less to be cash equivalents. The Company has no
cash equivalent.
OTHER ASSETS - Cost incurred to obtain intangible assets are capitalized and
amortized over the estimated useful lives of the assets. As of December 31,
1998, other assets consisted of the following:
<TABLE>
<CAPTION>
Cost Life In Years
<S> <C> <C>
Intangible Production Costs $108,632 15
Less: Accumulated Amortization (1,810)
---------
$106,822
</TABLE>
PROPERTY AND EQUIPMENT - The Company's property and equipment is stated at cost.
Depreciation expense is computed on the straight-line basis over the estimated
useful lives of the assets.
Property and equipment by major classification consisted of the following:
<TABLE>
<CAPTION>
Cost Life In Years
<S> <C> <C>
Television Production Equipment $59,868 5
Less: Accumulated Depreciation (9,978)
--------
$49,890
</TABLE>
6
<PAGE>
COMPARATIVE STATEMENTS - The Company having been formed on February 24, 1998
does not have a prior period for comparative purposes and these are not
comparative statements.
NOTE 2 - SUPPLEMENTAL CASH FLOW DISCLOSURES
Other cash flow information:
Cash paid for interest $0
Cash paid for income taxes 0
Significant noncash investing and financing activities:
Stock issued for equipment
contributed by Shareholders $54,768
NOTE 3 - FAIR VALUE OF FINANCIAL INVESTMENTS
Statement of Financial Accounting Standards No. 107, Disclosures about Fair
Value of Financial Instruments, requires disclosure of their fair value
information about financial instruments. Fair Value estimates discussed herein
are based on certain market assumptions and pertinent information available to
management as of December 31, 1998. The respective carrying values of certain
on-balance-sheet financial instruments approximated their face values for these
financial instruments since they are short term in nature and their carrying
amounts approximate fair values or they are receivable or payable on demand.
NOTE 4 - INCOME TAX
The Company has a net operating loss carryover in the amount of $11,840. The
realization of deferred tax assets with the net operating loss is dependent on
generating sufficient taxable income prior to its expiration. Due to the
uncertainty of the Company's ability to generate such taxable income management
has established a valuation account off setting the deferred tax asset. If not
used the NOL will expire in 2019.
NOTE 5 - OTHER COMPREHENSIVE INCOME
The Company does not have other comprehensive income and net income and
comprehensive income is the same.
NOTE 6 - RELATED PARTY TRANSACTIONS
The controlling stockholders' have advanced the Company $12,240 on a demand
note.
7
<PAGE>
AMERICAN INDEPENDENT NETWORK, INC.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S> <C>
Review Report on Pro Forma Financial Information 1
Condensed Pro Forma Balance Sheet - June 30, 1999 2
Condensed Pro Forma Balance Sheet - December 31, 1998 3
Condensed Pro Forma Income Statement - June 30, 1999 4
Condensed Pro Forma Income Statement - December 31, 1998 5
Notes to Pro Forma Financial Statements 6
</TABLE>
<PAGE>
JACK F. BURKE, JR.
CERTIFIED PUBLIC ACCOUNTANT
P. O. BOX 15728
HATTIESBURG, MISSISSIPPI 39404
REPORT ON REVIEW OF PRO FORMA FINANCIAL INFORMATION
I have reviewed the pro forma adjustments reflecting the transaction described
in Note 1 and the application of those adjustments to the historical amounts in
the accompanying pro forma condensed balance sheets of American Independent
Network, Inc. and Hispano Television Ventures, Inc. at December 31, 1998 and
June 30, 1999 and pro forma statement of income for the twelve months ended
December 31, 1998 and for the six months interim period ending June 30, 1999.
American Independent Network, Inc. financial statements for the year ended
December 31, 1998 were audited by me and the interim period ended June 30, 1999
was reviewed by me. Hispano television Ventures, Inc. was reviewed by another
accountant for the year ended December 31, 1998 and the interim period ended
June 30, 1999. Such pro forma adjustments are based on management's assumptions
as described in Note 2. Our review was conducted in accordance with standards
established by the American Institute of Certified Public Accountants.
A review is substantially less in scope than an examination, the objective of
which is the expression of an opinion on management's assumptions, the pro forma
adjustments and the application of those adjustments to historical financial
information. Accordingly, we do not express such an opinion.
The objective of this pro forma financial information is to show what the
significant effects on the historical information might have been had the event
occurred at an earlier date. However, the pro forma condensed financial
statements are not necessarily indicative of the results of operations or
related effects on financial position that would have been attained had the
above-mentioned event actually occurred earlier.
Based on my review, nothing came to my attention that caused me to believe that
management' assumptions do not provide a reasonable basis for presenting the
significant effects directly attributable to the above-mentioned event described
in Note 1, that the related pro forma adjustments do not give appropriate effect
to those adjustments to the historical financial statement amounts in the pro
forma condensed balance sheet as of December 31, 1998 and June 30, 1999, and the
pro forma condensed statement of income year ended December 31, 1998 and the six
months ended June 30, 1999.
Sincerely,
/S/ Jack F. Burke, Jr.
- --------------------------
Jack F. Burke, Jr.
October 14, 1999
1
<PAGE>
<TABLE>
<CAPTION>
American Independent Network, Inc.
Condensed Pro Forma Balance Sheet
June 30, 1999
Historic Pro Forma
Financial Pro Forma Financial
Statements Adjustments Statements
---------- ----------- ----------
<S> <C> <C> <C>
Assets
Current Assets
Cash 845 402748
500000 903593
Other Current Assets 48088 66990 115078
---------- ----------- ----------
Total Current Assets 48933 969738 1018671
---------- ----------- ----------
Plant, Property and Equipment
Leasehold Improvements 22851 22851
Equipment and Furnishings 134642 113674 248316
Digital Compression Equipment 845452 845452
---------- ----------- ----------
1002945 113674 1116619
Accumulated Depreciation and Amortization -233008 -15996 249004
---------- ----------- ----------
Total Plant, Property and Equipment 769937 97678 867615
---------- ----------- ----------
Other Assets
Trade Credits Receivable,
Net of Allowance of $125,138 211990 211990
Other Investments 495521 500000 995521
Deposits 25750 25750
Intangible Assets 147122 147122
Total Other Assets 707511 672872 1380383
---------- ----------- ----------
Total Assets 1526381 1740288 3266669
---------- ----------- ----------
Liabilities and Stockholders' Equity
Current Liabilities
Accounts Payable 436917 51924 488841
Notes Payable 1564979 1564979
Accrued Interest 403254 403254
Equipment Lease Payments 175380 175380
Other Current Liabilities 68478 5516 73994
---------- ----------- ----------
Total Current Assets 2649008 57440 2706448
Long Term Debt 79003 505042 584045
-500000 -500000
---------- ----------- ----------
Total Liabilities 2728011 62482 2790493
---------- ----------- ----------
Stockholders' Equity
Preferred Stock 42427 42427
Common Stock 305261 -21333
700000
21333 1005261
Additional Paid in Capital 5338743 1000000
769528
-678667 6429604
Retained Earnings -6888061 -113055 -7001116
---------- ----------- ----------
Total Stockholders' Equity -1201630 1677806 476176
---------- ----------- ----------
Total Liabilities and Stockholders' Equity 1526381 1740288 3266669
---------- ----------- ----------
</TABLE>
The Accompanying "Notes to Financial Statement"
Are An Integral Part of These Financial Statements
See Accountant's Review Report
2
<PAGE>
<TABLE>
<CAPTION>
American Independent Network, Inc.
Condensed Pro Forma Balance Sheet
December 31, 1998
Historic Pro Forma
Financial Pro Forma Financial
Statements Adjustments Statements
Assets
---------- ----------- ----------
<S> <C> <C> <C>
Current Assets
Cash 9807 89
500000 509896
Other Current Assets 32788 32788
---------- ----------- ----------
Total Current Assets 42595 500089 542684
---------- ----------- ----------
Plant, Property and Equipment
Leasehold Improvements 22851 22851
Equipment and Furnishings 130642 59868 190510
Digital Compression Equipment 845092 845092
Accumulated Deprecation and Amortization -193008 -9978 -202986
---------- ----------- ----------
Total Plant, Property and Equipment 805577 49890 855467
---------- ----------- ----------
Other Assets
Trade Credits Receivable,
Net of Allowance of $125,138 231990 231990
Other Investments 564489 106822
500000 1171311
Total Other Assets 796479 606822 1403301
---------- ----------- ----------
Total Assets 1644651 1156801 2801452
---------- ----------- ----------
Liabilities and Stockholders' Equity
Current Liabilities
Account Payable 382555 12240 394795
Notes Payable 1603529 1603529
Accrued Interest 278979 278979
Other Current Liabilities 243858 243858
---------- ----------- ----------
Total Current Liabilities 2508921 12240 2521161
Long Term Debt 109003 109003
---------- ----------- ----------
Total Liabilities 2617924 12240 2630164
---------- ----------- ----------
Stockholders' Equity
Preferred Stock 42427 42427
Common Stock 218780 156401
700000
-156401 918780
Additional Paid in Capital 5073750 1000000
-543599 5530151
Retained Earnings (Deficit) -6308230 -11840 -6320070
---------- ----------- ----------
Total Stockholders' Equity -973273 1144561 171288
---------- ----------- ----------
Total Liabilities and Stockholders' Equity 1644651 1156801 2801452
---------- ----------- ----------
</TABLE>
The accompanying "Notes To Financial Statements"
Are An Integral Part of These Financial Statements
See Accountant's Review Report
3
<PAGE>
<TABLE>
<CAPTION>
American Independent Network, Inc.
Condensed Pro Forma Income Statement
Six Months Ended June 30, 1999
Historic Pro Forma
Income Pro Forma Income
Statements Adjustment Statement
---------- ---------- ----------
<S> <C> <C> <C>
Income 73464 8400 81864
---------- ---------- ----------
Cost and Expense
Satellite Rental 180000 180000
Production Expense 67998 2100 70098
Bad Debts 16987 16987
Contract Services and Consulting Fees 42196 42196
Rental Expense 36068 16357 52425
Depreciation and Amortization 108968 11719 120687
Administrative Expense 95740 14794 110534
---------- ---------- ----------
Total Cost and Expense 488774 104153 592927
---------- ---------- ----------
Net (Loss) From Operations -415310 -95753 -511063
Other Income and (Expense)
Interest Expense -140850 -5462 -146312
Gain on Disposal of Assets 15953 15953
---------- ---------- ----------
Net (Loss) Before Income Tax and Extraordinary Item -540207 -101215 -641422
Extraordinary Item
Cost of Conversion of Bridge Loans to Common Stock -39624 -39624
Income Tax 0 0 0
---------- ---------- ----------
Net (Loss) -579831 -101215 -681046
---------- ---------- ----------
Earnings Per Share of Common Stock -0.11 -0.01 -0.13
Weighted Average Shares 5438860 21333334 5438860
</TABLE>
The Accompanying "Notes to Financial Statements"
Are An Integral Part of These Financial Statements
See Accountant's Review Report
4
<PAGE>
<TABLE>
<CAPTION>
American Independent Network, Inc.
Condensed Pro Forma Income Statement
For the Twelve Months Ended December 31, 1998
Historic Pro Forma
Financial Pro Forma Financial
Statements Adjustments Statements
<S> <C> <C> <C>
Income 377380 1997 379377
---------- ----------- ----------
Cost and Expense
Satellite Rental 360000 360000
Productions Expense 128742 128742
Bad Debts 1584595 1584595
Depreciation and Amortization 218961 11788 230749
Administrative Expenses 622176 2049 624225
---------- ----------- ----------
Total Cost and Expense 2914474 13837 2928311
---------- ----------- ----------
Net (Loss) From Operations -2537094 -11840 2548934
---------- ----------- ----------
Other Expenses
Interest -231789 -231789
Loss on Sale of Assets -31798 -31798
---------- ----------
Total Other Expenses -263587 -263587
---------- ----------
Loss Before Income Tax and Extraordinary Items -2800681 -11840 -2812521
Income Tax Benefit 661824 661824
---------- ----------
Net Loss Before Extraordinary Items -2138857 -11840 -2150697
Extraordinary Item
Cost of Conversion of Bridge Loan to Common Stock -33650 -33650
---------- ----------
Net Loss -2172507 -11840 -2184347
---------- ----------- ----------
Earnings Per Share of Common Stock -0.59 0.00 -0.59
Weighted Average Shares 3705036 21333334 3705036
</TABLE>
The Accompanying "Notes to Financial Statements'
Are An Integral Part of These Financial Statements
See Accountant's Review Report
5
<PAGE>
AMERICAN INDEPENDENT NETWORK INC.
NOTES TO PRO FORMA FINANCIAL STATEMENTS
NOTE 1 INTRODUCTION
American Independent Network, Inc. (AIN) (A Delaware Corporation) and Hispano
Television Ventures, Inc. (HTV) (A Texas Corporation) are both involved in
producing television programming.
An agreement between the two companies will result in a statutory merger of HTV
into AIN with AIN the surviving entity.
AIN will issue 70,000,000 shares of newly authorized shares of Common Stock,
$0.01 par value for five hundred thousand dollars ($500,000) cash and the net
equity of HTV via the merger. The stock will be issued to the stockholders' of
HTV upon surrender of their HTV stock for cancellation.
The pro forma adjustments illustrates the changes to the historic financial
statements for the calendar year ending December 31, 1998 and for the six month
interim period ending June 30, 1999. The audited financial statements of AIN at
December 31, 1998 and the reviewed financial statements of HTV at December 31,
1998 and the reviewed interim financial statements at June 30, 1999 for AIN and
HTV are incorporated herein by references.
NOTE 2 SIGNIFICANT ACCOUNTING POLICIES
The statutory merger referred to in Note 1 will be accounted for as a pooling of
interest business combination combining the accounts of each combining entity
and continuing the activities of the combining entities as one entity.
NOTE 3 MANAGEMENT'S ASSUMPTIONS
The only assumptions indicated are that the merger will take place and the stock
purchase will occur. According to the provisions of Accounting Principles Board
Opinion No. 16 Business Combinations, a business combination effected as pooling
of interest does not ordinarily involve a choice of assumptions by management.
Accordingly, a report on a proposed pooling transactions need not address
management assumptions. Pursuant to a letter agreement, dated August 27, 1999,
having been executed by both corporations, there are no material uncertainties
regarding the merger event.
6
<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 hereunto duly authorized.
January 20, 2000 /s/ Douglas K. Miller
----------------------------------------
Douglas K. Miller
Director and Chief Financial Officer
<PAGE>
