UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
FORM 10-QSB
--------------
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended.............................June 30, 2000
[ ] 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 000-23105
--------------
HISPANIC TELEVISION NETWORK, INC.
(Exact Name of Small Business Issuer as Specified in Its Charter)
Delaware 75-2504551
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
6125 Airport Freeway, Suite 200, Fort Worth,
Texas 76117
(Address of Principal Executive offices) (Zip Code)
Issuer's telephone number, including area code: (817) 222-1234
(Former Name, Former Address and Former Fiscal Year, if changed
since last report)
--------------
Check whether the issuer: (1) 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 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 [ ]
State the number of shares outstanding of each of the issuer's classes of
common equity as of the latest practicable date. As of June 30, 2000, there
were approximately 90,793,220 shares of our common stock issued and outstanding.
Transitional Small Business Disclosure Format: Yes [ ] No [ X ]
<PAGE>
Effective December 14, 1999, American Independent Network, Inc. merged with
Hispano Television Ventures, Inc. and changed its name to Hispanic Television
Network, Inc. and its trading symbol to "HTVN."
i
<PAGE>
HISPANIC TELEVISION NETWORK, INC.
TABLE OF CONTENTS
PAGE
PART I FINANCIAL INFORMATION
Item 1. Financial Statements.............................................1
Condensed Balance Sheets as of June 30, 2000 (unaudited) and
December 31, 1999.............................................2
Condensed Statements of Operations for the three and six months
ended June 30, 2000 (unaudited) and June 30, 1999
(unaudited)...................................................3
Statement of Stockholders' Equity as of June 30, 2000
(unaudited) .................................................4
Condensed Statements of Cash Flow for the six months ended
June 30, 2000 (unaudited) and June 30, 1999
(unaudited)...................................................5
Notes to Condensed Financial Statements (unaudited)..............6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.......................................10
PART II OTHER INFORMATION
Item 1. Legal Proceedings...............................................15
Item 2. Changes in Securities...........................................16
Item 3. Defaults Upon Senior Securities.................................16
Item 4. Submission of Matters to a Vote of Security Holders.............16
Item 5. Other Information...............................................16
Item 6. Exhibits and Reports on Form 8-K................................17
Signatures
ii
<PAGE>
PART I FINANCIAL INFORMATION
This Quarterly Report on Form 10-QSB contains forward-looking statements
within the meaning of Section 24A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. These statements appear in a number of
places including Item 1. "Management's Discussion and Analysis of Financial
Condition and Results of Operations." Such statements can be identified by the
use of forward-looking terminology such as "believes," "expects," "may,"
"estimates," "will," "should," "plans" or "anticipates" or the negative thereof
or other variations thereon or comparable terminology, or by discussions of
strategy. Readers are cautioned that any such forward-looking statements are not
guarantees of future performance and involve significant risks and
uncertainties, and that actual results could differ materially from those
projected in the forward-looking statements. This report identifies factors that
could cause such differences. No assurance can be given that these are all of
the factors that could cause actual results to vary materially from the
forward-looking statements
1
<PAGE>
Item 1. FINANCIAL STATEMENTS
Hispanic Television Network, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
June 30, December 31,
2000 1999
------------ ------------
Assets
Current Assets
Cash and cash equivalents $ 1,062,313 $ 52,655
Accounts Receivable 33,636 19,250
Prepaids 1,607,657 41,666
Investments 91,116 --
Trade Credit Receivable 126,073 126,073
------------ ------------
Total current assets 2,920,795 239,644
Property and equipment, net 3,344,518 1,423,826
Goodwill and other assets 12,945,407 2,832,121
------------ ------------
Total assets $ 19,210,720 $ 4,495,591
============ ============
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts Payable $ 289,656 $ 1,142,697
Accrued Liabilities 284,745 66,489
Notes Payable 826,904 1,356,299
Accrued Interest 159,610 336,353
Deferred Revenue 300,000 --
Revolving Line of Credit 500,000 500,000
Due to Private Placement Participants -- 400,000
------------ ------------
Total Liabilities 2,360,915 3,801,838
Stockholders' equity:
Convertible Preferred Stock, $1.00 par value:
Authorized shares - 10,000,000
Issued and outstanding - 42,427 275,774 275,774
Common Stock, 200,000,000 shares
authorized, 90,793,220 issued and
outstanding at June 30, 2000 and 78,101,596
at December 31, 1999 907,932 781,016
Additional Capital 25,016,488 3,074,282
Accumulated Deficit (9,350,389) (3,437,319)
------------ ------------
Total stockholders' equity 16,849,805 693,753
------------ ------------
Total liabilities and stockholders' equity $ 19,210,720 $ 4,495,591
============ ============
See accompanying notes
2
<PAGE>
<TABLE>
Hispanic Television Network, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
<CAPTION>
For the Three Months For the Six Months
Ended June 30, Ended June 30,
2000 1999 2000 1999
----------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Revenue $ 194,616 $ 6,000 $ 254,860 $ 14,400
Expenses:
Programming Expenses 508,389 - 878,673 -
Satellite rental 227,331 16,036 444,709 16,036
Production expenses 45,207 2,100 111,531 2,100
Rental expense (net) (13,851) - (13,938) -
Administrative expenses 1,017,555 61,484 1,775,753 71,583
Salaries and wages 827,761 - 1,288,072 -
Non-cash compensation - Stock 345,180 - 603,728 -
Options
Depreciation 70,207 5,059 130,979 10,118
Amortization 386,014 1,811 670,337 3,622
----------- ---------- ----------- ----------
Total expenses 3,413,793 86,490 5,889,844 103,459
----------- ---------- ----------- ----------
Loss from Operations (3,219,177) (80,490) (5,634,984) (89,059)
Other Income / Expenses
Interest expense, net 251,538 - 278,086 -
----------- ---------- ----------- ----------
Net Loss $(3,470,715) $ (80,490) $(5,913,070) $ (89,059)
=========== ========== =========== ==========
Basic and diluted net loss per share ($0.04) $0.00 ($0.07) $0.00
=========== ========== =========== ==========
Weighted average shares outstanding 88,222,326 23,307,692 86,308,396 22,269,231
=========== ========== =========== ==========
See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
Statement of Stockholders' Equity
June 30, 2000
(Unaudited)
<CAPTION>
Preferred Preferred Common Common Additional Accumulated
Shares Stock Shares Stock Capital Deficit Total
-------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1999 42,427 $ 275,774 78,101,596 $ 781,016 $3,074,282 $ (3,437,319) $693,753
Common stock issued for HTVN
Private placement -- -- 10,000,000 100,000 9,900,000 -- 10,000,000
Common stock canceled due to
judgment net of contingent
award for legal services -- -- (318,325) (384) 2,561,984 -- 2,558,800
Common stock issued for
employee compensation -- -- 15,000 150 (150) -- --
Common stock issued as
settlement -- -- 1,271,449 12,714 1,994,940 -- 2,007,654
Common stock issued in connection
with exercise of warrants -- -- 1,128,500 11,285 2,245,715 -- 2,257,000
Compensation expense related to
issuance of stock options -- -- -- -- 603,728 -- 603,728
Common stock issued for
consulting services -- -- 30,000 300 256,750 -- 257,050
Common stock issued for
programming services -- -- 100,000 1,000 727,000 -- 728,000
Common stock issued for
station acquisitions -- -- 465,000 4,650 3,652,239 -- 3,656,889
Net Loss -- -- -- -- -- (5,913,070) (5,913,070)
------ --------- ------------ --------- ------------ ------------ ------------
Balance at June 30, 2000 42,427 $ 275,774 90,793,220 $ 907,932 $ 25,016,488 $(9,350,389) $ 16,849,805
====== ========= ============ ========= ============ ============ ============
</TABLE>
See accompanying notes.
4
<PAGE>
Hispanic Television Network, Inc.
Condensed Statements of Cash Flows
For the Six Months Ended June 30,
(Unaudited)
2000 1999
----------- -----------
Operating Activities
Net loss $(5,913,070) $ (89,059)
Adjustment to reconcile net loss to net cash
used by operating activities:
Compensation expense related to stock options 603,728 --
Consulting fees related to stock issuance 257,050 --
Amortization 670,337 3,621
Depreciation 130,979 10,118
Expense related to extinguishments of debt 237,887 --
Changes in operating assets and liabilities:
Accounts receivable (14,386) --
Other assets 596,900 --
Prepaid assets (1,645,000) --
Accounts payable (853,041) --
Other liabilities 539,082 265,015
Accrued Interest (176,743) --
----------- -----------
Net cash used in operating activities (5,566,277) 189,695
----------- -----------
Investing Activities
Capital expenditures (1,251,670) (56,699)
Station acquisitions and licenses (2,700,000) --
Purchase of Building (800,000) --
----------- -----------
Net cash used in investing activities (4,751,670) (56,699)
----------- -----------
Financing Activities
Payments on notes payable (529,395) 229,958
Proceeds from private placement 9,600,000 --
Proceeds from exercise of stock warrants 2,257,000 --
----------- -----------
Net cash provided by financing activities 11,327,605 229,958
----------- -----------
Net cash increase 1,009,658 362,954
Cash, beginning of period 52,655 89
----------- -----------
Cash at end of period $ 1,062,313 $ 363,043
=========== ===========
Cash paid for interest $ 16,396 $ --
=========== ===========
Cash paid for income taxes $ -- $ --
=========== ===========
See accompanying notes.
5
<PAGE>
Hispanic Television Network, Inc.
Notes to Condensed Financial Statements
June 30, 2000
(Unaudited)
1. General
The financial statements of Hispanic Television Network, Inc. ("the
Company") as of June 30, 2000 and for the three and six-month periods ended
June 30, 2000 and 1999 are unaudited and have been prepared in accordance
with accounting principles generally accepted in the United States for
interim financial information and with instructions to Form 10-QSB and Item
3-10 of Regulation S-B. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting
principles for annual financial statements. While management of the Company
believes that the disclosures presented are adequate, these interim
financial statements should be read in conjunction with the financial
statements and notes included in the Company's 1999 Form 10-KSB. In the
opinion of management, the accompanying unaudited financial statements
contain all adjustments, consisting only of normal recurring adjustments,
necessary for a fair presentation of the Company's financial statements for
the interim periods presented. The results of operations for the
three-month and six-month periods ended June 30, 2000 and 1999 are not
necessarily indicative of the results to be expected for the entire year.
The balance sheet at December 31, 1999 has been derived from the audited
financial statements at that date but does not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements. The preparation of financial
statements in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Organization
Hispanic Television Network, Inc. ("the Company") is the successor entity
formed by the merger on December 15, 1999 of American Independent Network,
Inc. ("AIN") and Hispano Television Ventures, Inc. ("HT Ventures"). AIN, a
publicly held corporation, was incorporated in Delaware on December 11,
1992 under the name Strictly Business, Inc., changing its name to AIN on
September 16, 1993. In March 1994, AIN began providing programming, media
production, and syndication services to television stations. AIN entered
into agreements to provide television broadcast stations with programming
(television shows) for digital television broadcasting. Such agreements
typically provide that the Company retains certain of the advertising time
and advertising revenues generated from the programming. HT Ventures, a
privately held corporation, was incorporated in Texas on February 24, 1998.
The Company's purpose is to provide television service to the Hispanic
community.
On September 2, 1999, HT Ventures entered into a transaction ("HT Ventures
Transaction") whereby HT Ventures purchased 11,000,000 previously unissued
shares of AIN common stock for total purchase consideration of $500,000 in
cash. As a result, of the HT Ventures Transaction, HT Ventures owned
approximately 60% of the then outstanding shares of common stock of AIN.
Subsequently, on December 15, 1999, HT Ventures completed the merger ("the
Merger") with and into AIN, the legal surviving entity, and changed AIN's
name to the Hispanic Television Network, Inc. ("the Company"). Pursuant to
the terms of the Merger Agreement, stockholders of HT Ventures received a
6
<PAGE>
total of 70,000,000 shares of AIN common stock in exchange for the then
outstanding shares of HT Ventures. As part of the Merger Agreement, the
11,000,000 shares purchased by HT Ventures on September 2, 1999, in
connection with the HT Ventures Transaction, were cancelled upon the
finalization of the merger on December 15, 1999. The Merger Agreement
provided for AIN to issue 70,000,000 shares of common stock in exchange for
all the outstanding shares of HT Ventures. The common stock exchanged, in
addition to the existing AIN preferred and common shares previously
outstanding, collectively results in the new capitalization of Hispanic
Television Network, Inc. formerly American Independent Network, Inc.
Subsequent to the Merger, HT Ventures stockholders owned approximately 90%
of AIN.
Accordingly, the Merger was accounted for as a "reverse acquisition" using
the purchase method of accounting with HT Ventures being the "accounting
acquirer". In a reverse acquisition, the historical stockholders' equity of
the accounting acquirer prior to the merger is retroactively restated (a
recapitalization) for the equivalent number of shares received in the
merger after giving effect to any difference in par value of the issuers
and acquirer's stock by an offset to paid in capital.
2. Debt
Borrowings of $500,000 under the Company's line of credit were outstanding
at June 30, 2000.
3. Stockholders' Equity
Private Placement
The Company closed a Private Placement whereby the Company sold 100 units,
each unit consisting of 100,000 shares of common stock of the Company (the
units were offered pursuant to Rule 506 of Regulation D promulgated under
the Securities and Exchange Act) and 100,000 warrants to purchase one share
of the Company's common stock at an exercise price of $2.00 per share. The
warrants expire one year after the termination of the Private Placement.
The Company received gross proceeds in January 2000 of $9,600,000 to
complete the $10,000,000 offering pursuant to the Private Placement. The
Company had previously received $400,000 of the proceeds in 1999.
In June 2000, the Company issued 1,128,500 shares of its common stock in
connection with the exercise of stock warrants issued during the Private
Placement in January 2000. The Company received proceeds of $2,257,000, or
$2.00 per share, from the exercise of the stock warrants.
Stock Option Plan
In February 2000, the Company agreed to adopt the 2000 Stock Incentive Plan
(the Plan), subject to stockholder approval. The Board of Directors will
appoint a committee to administer the Plan. At the discretion of the
committee, stock options may be granted to eligible participants, as
defined. The options will generally vest over two to three years and the
exercise price must be equal to or greater than the market value of the
Company's common stock on the date of grant.
During the six-month period ended June 30, 2000, the Company issued options
to purchase 2,350,351 shares of the Company's common stock. The options
vest over a three-year period and have exercise prices ranging from $0.01
to $14.88 per share. Options to purchase 739,851 shares were granted at
7
<PAGE>
amounts less than the fair value of the underlying stock on the grant date,
resulting in $4,427,282 of deferred compensation expense to be recognized
over the remaining vesting term. The Company recognized $345,180 and
$603,728 of compensation expense related to the options for the three and
six-month period ended June 30, 2000.
Programming Services
In January 2000, the Company entered into an agreement with a programming
provider. In exchange for programming services, the Company issued 100,000
shares of the Company's common stock. These services were valued at
$728,000, and the expense will be recorded over a six-month period. The
Company recorded approximately $363,999 and $606,666 of programming
expense, for the three and six-month period ended June 30, 2000.
Settlements
In June, 2000, the Company issued 1,231,449 shares of the Company's common
Stock, the Company entered into settlement agreements with certain
individuals to release the Company of any and all claims the individuals
had or may have against the Company. The settlements were for matters
existing with the Company's predecessor and therefore have been treated as
additional purchase price and accordingly recorded as goodwill.
Canceled Shares
The Company canceled 475,169 shares of its common stock in January 2000 and
70,000 shares of its common stock in April 2000. The shares were returned
to the Company as part of a judgment against an individual.
Legal Services
In June, 2000, the Company issued 226,844 shares of its common stock with a
value Of $2,558,800 in return for legal services provided in a matter
related to the Company's predecessor. The matter resulted in the return to
the Company of previously outstanding stock. Accordingly, the fair value of
these shares of $2,558,800 has been treated as additional purchase price
and recorded as goodwill.
4. Acquisitions of TV Stations
On April 24, 2000, the Company we entered into a letter of intent to
acquire certain assets of K64FM in Brownsville/Harlingen, Texas and KKJK in Las
Vegas, Nevada from Brownsville Broadcasting, LLC and Cosmo Communications, LLC
for $4,950,000. The company expects this transaction to close in calendar 2000.
The Company has entered into a time brokerage agreement to operate these
stations until the close of this transaction.
On April 24, 2000, the Company entered into a letter of intent to acquire
certain assets of TV-21 in Orlando, Florida from Galloway & Associates, PA for
$600,000.
On April 28, 2000, the Company entered into a purchase agreement with
Johnson Broadcasting of Dallas, Inc. to acquire the television station KLDT,
Channel 55, Lake Dallas, Texas and its auxiliary facilities including all
broadcasting assets for $35 million. The Company expects that the transaction we
will close during calendar 2000.
8
<PAGE>
On April 28, 2000, the Company entered into a letter of intent to acquire
certain assets of Channel 69 in El Paso, Texas from Sara Diaz Warren for
$1,500,000. The Company expects the transaction to close during in calendar
2000.
On May 17, 2000, the Company we entered into a letter of intent to acquire
certain assets of Channel 68 in Laredo, Texas from J.B. Salazar for $500,000.
The Company expects this transaction to close in calendar 2000. The Company has
entered into a time brokerage agreement to operate this station until the close
of this transaction.
5. Legal Proceedings
The Company is involved in various claims and legal actions arising from
the ordinary course of business.
Currently, the Company is suing Knapp Peterson and Clark, a shareholder and
debt holder, for damages and for breach of fiduciary duty. The Company is being
counter sued. As part of this litigation, the Company entered into an agreement
with its legal counsel whereby legal counsels fees for the case are contingent.
The fees are 40% of the total recovery. The recovery could be as much as 550,000
shares of the Company's common stock. Currently, the legal fees are not
estimable, but the 220,000 shares contingently issuable to legal counsel are
valued at $1,600,000 at June 30, 2000.
In the opinion of management, the ultimate disposition of the above and
other matters will not have a material adverse effect on the Company's financial
condition, results of operations or cash flows.
6. Subsequent Events
July 11, 2000, the Company issued 120,000 shares of its common stock,
valued at $885,000, 100% of the outstanding stock of Televideo, Inc. and MGB
Entertainment, Inc. The acquired entities are based in San Antonio, Texas and
focus on the production of both English and Spanish language television programs
and commercials. The acquired entities produce syndicated and network television
programming as well as television commercials for advertising agencies and
businesses.
In July 2000, the Company entered into a credit facility for up to $10
million with Goff Moore Strategic Partners, L.P. and a number of other private
investors. The credit facility will be used to fund acquisitions and working
capital. As of August 10, 2000, the lenders have loaned an aggregate $8,875,001,
of which $2,016,667 has been released to the Company. Pursuant to the terms of
the credit facility, the Company (i) executed promissory notes that bear
interest at a rate of 12% per annum and (ii) issued warrants to purchase shares
of our common stock, the aggregate number of shares for which the warrants are
exercisable will be determined by dividing (a) the aggregate amount of funds
loaned under the credit facility and accrued interest thereon by (b) the
exercise price, which is determinable based on subsequent financings or other
events, but in no event will exceed $6.00 per share. In the event that the
Company does not pay off the funds advanced under the credit facility and
accrued interest by January 31, 2001, the aggregate number of shares issuable
upon exercise of the warrants, as described above, will be increased by 125%,
however, if the company does not pay off such funds and such accrued interest by
March 15, 2001, that aggregate amount of shares will be increased by 150%
instead of $125%.
9
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Background
On December 14, 1999, American Independent Network, or AIN, merged with
Hispano Television Ventures, Inc., a producer of Spanish-language programming,
and was renamed Hispanic Television Network, Inc. Originally formed on December
11, 1992, AIN has historically operated as a general market, family-oriented
television network providing programming and other services. We currently
operate two networks, AIN, which has over 48 affiliates, and HTVN, which has 3
affiliates and either owns, operates or has agreements or letters of intent to
acquire 25 television stations in 17 markets of which 15 stations are currently
broadcasting HTVN programming in 13 markets, including 3 that are in the top ten
markets ranked by DMA. We intend, whether through the acquisition of or
affiliation with stations, to acquire a presence in certain of the top 20
markets ranked by Hispanic population in order to reach approximately 75% of the
Hispanic population. The purpose of the merger was to position the company to
become a major Hispanic media company. The company has been actively growing our
distribution networks by aggressively acquiring owned and operated stations as
well as adding affiliated stations. The company has also been building our sales
network and acquiring quality programming to broadcast across our network.
We are targeting the Mexican Hispanic market because we believe that it
presents vast marketing opportunities and that it is currently under-served by
our competition. With few competitors in this rapidly growing market, we feel
that there are unlimited opportunities to provide a quality broadcasting service
to a Hispanic population that is experiencing an explosive growth rate.
Our financial results depend on a number of factors, including the
strength of the national economy and the local economies served by our stations,
total advertising dollars dedicated to the markets served by our stations,
advertising dollars dedicated to the Hispanic consumers in the markets served by
our stations, our stations' audience ratings, our ability to provide interesting
programming, local market competition from other television stations and other
media, and government regulations and policies.
As is common in other media companies, our performance is measured by our
ability to generate broadcast cash flow, EBITDA and after-tax cash flow.
Broadcast cash flow consists of operating income before depreciation,
amortization and corporate expenses. EBITDA consists of earnings before
extraordinary items, net interest expense, income taxes, depreciation,
amortization, and other income and expenses. After-tax cash flow consists of
income before income tax benefit (expense) and extraordinary items, minus the
current income tax provision, plus depreciation and amortization expense.
Although broadcast cash flow, EBITDA and after-tax cash flow are not measures of
performance calculated in accordance with generally acceptable accounting
principals, we feel that broadcast cash flow, EBITDA and after-tax cash flow are
useful in evaluating us because these measures are acceptable by the
broadcasting industry as generally recognized measures of performance and are
used by securities industry analysts who publish reports on the performance of
broadcasting companies. Broadcast cash flow, EBITDA and after-tax cash flow are
not intended to be substitutes for operating income as determined in accordance
with generally acceptable accounting principles, or alternatives to cash flow
from operating activities (as a measure of liquidity) or net income.
For accounting purposes, the merger was treated as a reverse acquisition of
the Company by Hispanic Television Network, Inc. The following discussion
reflects the material operations of Hispano Television Ventures, Inc. for the
three and six-month periods ended June 30, 2000.
10
<PAGE>
Revenues
Our primary source of revenue is the sale of advertising on our networks
to national advertisers and on our television stations to local and national
advertisers. Our revenues are affected primarily by the advertising rates that
we are able to charge on our networks and that our television stations are able
to charge as well as the overall demand for Hispanic television advertising
time. Advertising rates are determined primarily by:
o the markets covered by our networks,
o the number of competing Hispanic television stations in the same
market as our stations,
o the television audience share in the demographic groups targeted by
advertisers, and
o the supply and demand for Hispanic advertising time.
Seasonal fluctuations are also common to the broadcast industry and are due
primarily to fluctuations in advertising expenditures by national and local
advertisers. The first calendar quarter typically produces the lowest broadcast
revenues for the year because of the normal post-holiday decreases in
advertising
Historically, our network advertising has been sold targeting direct
response and per inquiry advertisers. Going forward, we will deploy a network
advertising team consisting of account executives that will solicit advertising
directly from national advertisers as well as soliciting advertising from
national advertising agencies. Each of our stations will also have account
executives that will solicit local and national advertising directly from
advertisers and from advertising agencies.
We market our advertising time on our HTVN and AIN networks to:
o ADVERTISING AGENCIES AND INDEPENDENT ADVERTISERS. We sell commercial
time to advertising agencies and independent advertisers. The monetary
value of this time is based upon the estimated size of the viewing
audience; the larger the audience, the more we are able to charge for
the advertising time. To measure the size of a viewing audience
networks and stations generally subscribe to nationally recognized
rating services, such as Nielsen. Currently, a number of AIN's
affiliate stations are located in the smaller market areas of the
country. Our goal is to enter into affiliate agreements with stations
located in the top demographic market areas for both AIN and HTVN, in
order to obtain Nielsen ratings that justify charging higher rates for
our advertising time.
o AFFILIATE STATIONS. In exchange for providing programming and
advertising time to our affiliate stations, we retain advertising time
and gain access to the affiliate stations' markets. In a traditional
broadcasting contract, an affiliate station would retain all available
advertising time, which it would then sell to outside advertisers, and
the network would receive a fee from the affiliate station. However,
we believe that by selling retained commercial time to outside
advertisers, we are able to generate higher revenues than we would
otherwise receive in fees from our affiliate stations. Advertising
time is generally a component of the programming contract with
affiliate stations. As a result, we are not required to separately
market the advertising time to our affiliate stations.
11
<PAGE>
o PROGRAM OWNERS. In exchange for licensing rights to select
programming, we give the program owner advertising time during the
broadcast of such programming. The program owner is then able to sell
the advertising time to outside parties. We generally contract with
program owners at the National Association of Television Program
Executives convention and accordingly, are not required to actively
market this segment of our advertising time.
Furthermore, election year advertising is expected to be comprehensive
with coverage targeting broad demographic groups. We believe that this increase
in political advertising expenditures will provide us with a significant
opportunity to increase our advertising revenues for 2000.
Expenses
Our most significant expenses are employee compensation, rating services,
advertising and promotional expenses, engineering and transmission expenses and
production and programming expenses. In some cases, we are required to incur
upfront programming expenses when procuring exclusive programming usages and
licenses. In most all cases associated with upfront programming payments, the
upfront payments will be amortized over the applicable contract term.
Historically, significant exclusive programming usages and licenses have not
been procured. We will maintain tight controls over our operating expenses by
centralizing our master control, network programming, finance, human resources
and management information system functions. Depreciation of fixed assets and
amortization of costs associated with the acquisition of additional stations are
also significant elements in determining our total expense level.
As a result of attracting key officers and personnel to HTVN, we have
offered stock options as an alternate form of compensation. In the event that
the strike price of the stock option is less than the fair market value of the
stock on the date of grant, any difference will be amortized as compensation
expense over the vesting period of the stock options.
Our monthly operating expense level will vary from month to month due
primarily to the timing of significant advertising and promotion expenses. We
will incur significant advertising and promotion expenses associated with the
ramp up of HTVN and with the establishment of our presence in new markets
associated with our new station acquisitions. Increased advertising revenue
associated with these advertising and promotional expenses typically lag behind
the incurrence of these expenses.
Advertising
The majority of all revenues generated come from the sale of network,
national spot, and local spot advertising on our owned and operated stations.
NETWORK ADVERTISING. All owned and operated stations as well as affiliates
have a percentage of available commercial time dedicated for "network" sales.
The commercials sold on the network are broadcast simultaneously in all markets
that we serve.
NATIONAL SPOT ADVERTISING. National advertisers have the opportunity to
buy "spot" advertising in specific markets. For example, an advertising agency
in New York would use spot advertising to purchase commercials in San Antonio
and Oklahoma City.
LOCAL SPOT ADVERTISING. Advertising agencies and businesses located in a
market will buy commercial air time in their respective market. This commercial
time is sold in the market by a local sales force. Local spot advertising also
12
<PAGE>
includes event marketing. In conjunction with a spot buy the station
incorporates events that may be held on the premise of a business or advertiser
for the purpose of driving traffic to that place of business.
Our in-house sales department will generate our Network and National spot
advertising sales. They will be located in all major markets that have a large
concentration of advertising agencies targeting the Hispanic market. The sales
of our local spot advertising will be generated by the local sales staff
established at each of our television stations.
Results of Operations
Three and Six Months Ended June 30, 2000 and 1999
Revenues. Revenues are primarily derived from our programming services,
sales of advertising and programming time, and leasing of digital satellite
channels. The Company's total revenues increased by $189,000 for the three
months ended June 30, 2000, and increased $240,000 for the six months ended June
30, 2000, from the comparable periods in the prior year. The increase in
revenues is primarily the result of an increase in the amount of programming
time sold.
Cost of Operations. The Company's cost of operations increased $3,327,000
for the three months ended June 30, 2000, and increased $5,786,000 for the six
months ended June 30, 2000, from the comparable period in the prior year. Cost
of operations has significantly increased over prior years as a result of rapid
expansion and positioning of our networks.
General and Administrative. The Company's general and administrative
expenses for the three months ended June 30, 2000, increased by $2,129,012 and
for the six months ended June 30, 2000, increased by $3,595,970, from the
comparable periods in the prior year. General and administrative expenses are
comprised primarily of salary and wages, legal fees, taxes, insurance, rent and
office related expenses. Salaries and wages increased by $460,310 for the three
months ended June 30, 2000 and $1,267,060 for the six months ended June 30,
2000, from the comparable periods in the prior year. These increases were
attributable to increased staffing requirements as a result of the Company's
rapid expansion. Professional fees increased by $445,146 for the three months
ended June 30, 2000 and $534,305 for the six months ended June 30, 2000, from
the comparable periods in the prior year. These increases were attributable to
costs associated with being a public company.
Interest expense for the three months ended June 30, 2000, increased by
$252,000, and increased by $278,000 for the six months ended June 30, 2000, from
the comparable periods in the prior year. The increase in interest expense is
due primarily to outstanding notes payable, and interest on a revolving line of
credit.
Operating Results. The Company's net operating loss increased by $3,139,000
for the three months ended June 30, 2000, and increased by $5,546,000 for the
six months ended June 30, 2000, from the comparable periods in the prior year.
The increased loss for 2000 was a result of expansion of our networks.
Earnings Per Share of Common Stock. The net losses per common share are
based upon the weighted average of outstanding common stock. For the six
months ended June 30, 2000, the net loss per share of common stock was $(.07).
The loss is reflective of the expansion and positioning of our networks.
13
<PAGE>
Liquidity and Capital Resources
We have financed our operations through a combination of the issuance of
equity securities to private investors, issuance of private debt, loans from
affiliates, and cash flow from operations. We have had cumulative losses of
$9,350,389 from inception through June 30, 2000.
Current liabilities at June 30, 2000 were $2,360,915. Current assets of
$2,920,795 exceeds current liabilities by $559,880. As of June 30, 2000,
the largest components of current liabilities consisted of accounts payables,
notes payables and a revolving line of credit which approximated $1.6 million.
Financing activities included a private placement which closed in January
2000. The Company raised $10 million from the sale of 10 million shares of
common stock and warrants to purchase an equivalent number of shares at $2.00
per share. These funds were used primarily for the acquisition of television
stations, programming, repayment of debt and working capital needs. These
private placement investors have the ability to exercise their warrants up until
one year after the private placement.
In July, the company entered into a credit facility for up to $10 million
with Goff Moore Strategic Partners, L.P. and a number of other private
investors. Pursuant to the terms of the credit facility, we (i) executed
promissory notes that bear interest at a rate of 12% per annum and (ii) issued
warrants to purchase shares of our common stock, the aggregate number of shares
for which the warrants are exercisable will be determined by dividing (a) the
aggregate amount of funds loaned under the credit facility and accrued interest
thereon by (b) the exercise price, which is determinable based on subsequent
financings or other events, but in no event will exceed $6.00 per share. In the
event that we do not pay off the funds advanced under the credit facility and
accrued interest by January 31, 2001, the aggregate number of shares issuable
upon exercise of the warrants, as described above, will be increased by 125%,
however, if we do not pay off such funds and such accrued interest by March 15,
2001, that aggregate amount of shares will be increased by 150% instead of 125%.
The funds will be used to fund additional station acquisitions, programming
costs, and general working capital needs.
Our continued growth will require additional funds that may come from a
variety of sources, including equity or debt issuances, bank borrowings and
capital lease financings. We currently intend to use any funds raised through
these sources to fund various aspects of our continued growth, including to
acquire new stations, to perform digital upgrades of acquired stations, to fund
key programming acquisitions, to perform station capital upgrades, to secure
cable connections, to fund master control / network equipment upgrades, to make
strategic investments and to fund our working capital needs.
We had net losses of $5,913,070 in the six months ended June 30, 2000 and
$89,059 on our Current Report on Form 8-K, dated June 26, 2000, in the six
months ended June 30, 1999. We expect these losses to continue as we incur
significant capital expenditures and operating expenses to acquire new
television stations and convert them to a Hispanic format. We currently
anticipate that our revenues as well as cash from financings will be sufficient
to satisfy operating expenses for the next twelve months. We may need to raise
additional funds, however. If adequate funds are not available on acceptable
terms, our business, results of operations and financial condition could be
materially adversely affected.
14
<PAGE>
Impact of inflation
Management does not believe that general inflation has had or will have a
material effect on operations.
Recent Developments
On May 26, 2000, the company was approved by Nasdaq to begin trading June
1, 2000, on the Nasdaq National Market under its current symbol, "HTVN". The
company was previously listed on the Over the Counter Bulletin Board after it
merged with Hispano Television Ventures in the fourth quarter of 1999.
On June 1, 2000, we entered into webcast service agreement with Yahoo!
Broadcast to launch our Hispanic focused media platform on Yahoo! Broadcast.
Under this agreement, Yahoo! is providing Internet broadcasting solutions for
HTVN.
On July 11, 2000, we completed the acquisition of 100% of the outstanding
stock of Televideo, Inc. and MGB Entertainment, Inc. The acquired entities are
based in San Antonio, Texas and focus on the production of both English and
Spanish language television programs and commercials. The acquired entities
produce syndicated and network television programming as well as television
commercials for advertising agencies and businesses.
In August 2000, we entered into a credit facility for up to $10 million
with Goff Moore Strategic Partners, L.P. and a number of other private
investors. The credit facility will be used to fund station and programming
acquisitions and working capital.
PART II OTHER INFORMATION
Item 1. Legal Proceedings
Currently, we are a party to the following actions:
1. In American Independent Network, Inc. v. Knapp Petersen and Clarke, No.
4-99CV-0124P, U.S. District Court, Northern District of Texas, Ft. Worth
Division, we sued for damages claiming a breach of fiduciary duties and the
law firm filed a counterclaim seeking fees for legal services. The Company
has successfully moved for abatement and the case is subject to
arbitration, which is currently pending in Los Angeles, California.
2. In American Independent Network, Inc. v. John Priscella, et al., Civil
Action No. 4:99-CV-850-Y, U.S. District Court, Northern District of Texas,
Fort Worth Division, this case has been settled and the Company has
received a final release.
3. In Telemundo of Houston-Galveston, Inc. v. Marco Camacho, Hispanic
Television Network, Inc. and Rodney Rodriguez, Cause No. 348-182124-00,
348th District Court, Tarrant County, Texas, Telemundo is seeking an
injunction against us and Marco Camacho to prevent us from hiring any of
their Houston station employees. Telemundo obtained a temporary restraining
order to this effect in March 2000. Although, we were able to reach an oral
settlement agreement with Telemundo in which we agreed to refrain from
hiring any of their Houston station Telemundo employees for a period of six
months. This case has been settled and the documents are being circulated
among the respective counsels.
15
<PAGE>
4. In Hispanic Television Network, Inc. v. Juan Wheeler Jr. and Joaquin L
Rodriguez, Case No.: SA00CA0704(OG), United States District Court for the
Western District of Texas, San Antonio Division, the Company was granted a
temporary restraining order preventing the execution of a turnover order
granted in favor of Joaquin Rodriquez relating to the FCC license for KVAW.
The Company subsequently purchased the judgement obtained by Mr. Rodriguez
against Mr. Wheeler that was the basis of the turnover order. The District
Court, which issued the turnover order, has now modified the order to
mandate the Sheriff of Maverick County, Salvador Rios, to sign the FCC
Consent to Transfer Application. Mr. Salvador signed the application on
August 7, 2000. On August 4, 2000, the preliminary injunction was heard in
the United States District Court for the Western District of Texas, San
Antonio Division. The magistrate made findings that Juan Wheeler Jr should
be enjoined from transferring the FCC license to anybody but HTVN.
5. In Hispanic Television Network, Inc. v. Regent Entertainment, cause number
096-183251-00, 96th District Court, Tarrant County, Texas, the Company
filed a claim for tortuous interference of contract. Regent counterclaimed
alleging that the Company breached a joint venture agreement related to
AIN. Although the Company maintains that it has never entered into a
definitive or binding agreement as to AIN, it is currently talking to
Regent to amicably settle this.
6. In Norman F. Alvis and Team Alvis, LLC v. Battery Automated Transportation
International, Inc., Joseph P. Lastrella, American Independent Network,
Inc., Randy Moseley, Dr. Don W. Shelton; Allan Luckett: Alpha Tech Stock
Transfer Business Trust, James Farrell, and Does 1-50, Case No.: 99AS06972,
Superior Court of California, County of Sacramento, California, plaintiffs
filed suit seeking damages relating to unused advertising time. At this
time, plaintiffs have only served AIN, but have not alleged any wrongdoing
on the part of AIN. There has been no affirmative release requested of AIN,
and the Company expects this matter will be resolved, in the near future,
without any liability to the Company.
Item 2. CHANGES IN SECURITIES
In January 2000, the Company completed a Private Placement whereby the
Company sold 100 units, each unit consisting of 100,000 shares of common stock
of the Company (the units were offered pursuant to Rule 506 of Regulation D
promulgated under the Securities and Exchange Act) and 100,000 warrants to
purchase one share of the Company's common stock at an exercise price of $2.00
per share. The warrants expire one year after the termination of the Private
Placement. The Company received gross proceeds in December 1999 of $400,000 and
in January 2000 of $9,600,000 pursuant to the Private Placement. The use of
these proceeds will be used over the next six to twelve months to (1) acquire
and produce its our programming, (2) acquire broadcasting stations, (3) purchase
equipment and gear and (4) operating / working capital.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
16
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
EXHIBIT NO. DESCRIPTION AND METHOD OF FILING
2.1 Merger Agreement with Hispano Television Ventures, Inc., dated October
15, 1999 (Incorporated by reference to Exhibit 10.1 of our Current
Report on Form 8-K, dated December 30, 1999).
3.1 Certificate of Incorporation (Incorporated by reference to Exhibit 2.1
of American Independent Network, Inc.'s General Form for Registration
of Small Business Issuers on Form 10-SB, dated September 18, 1997),
amended by a Certificate of Merger (Incorporated by reference to
Exhibit 10.3 of our Current Report on Form 8-K, dated December 30,
1999).
3.2 Bylaws (Incorporated by reference to Exhibit 2.2 of American
Independent Network, Inc.'s General Form for Registration of Small
Business Issuers on Form 10-SB, dated September 18, 1997), with a
Bylaw Amendment (Incorporated by reference to Exhibit 3.2 of our
Current Report on Form 8-K, dated December 30, 1999).
4.1 Certificate of Designation Preferences, Rights and Limitations of
Series B Preferred Stock of American Independent Network, Inc.
(Incorporated by reference to Exhibit 4.1 of our Annual Report on Form
10-KSB, dated April 24, 2000).
10.01 Stock disbursement agreement by and between Hispano Television
Ventures, Inc., Patrick Alan Luckett, Victoria O. Luckett and Victor
Mantecon, dated June 9, 1998 (Incorporated by reference to Exhibit
10.01 of our Annual Report on Form 10-KSB, dated April 24, 2000).
10.02 Letter Agreement & Asset Transfer Agreement, between Hispano
Television Ventures, Inc. and American Independent Network, Inc.
(Incorporated by reference to Exhibit 10.02 of our Annual Report on
Form 10-KSB, dated April 24, 2000).
10.03 Promissory Note, dated November 17, 1998, made by American Independent
Network, Inc., in favor of Bob J. Bryant (Incorporated by reference to
Exhibit 10.03 of our Annual Report on Form 10-KSB, dated April 24,
2000).
10.04 Agreement and Bill of Sale by and between ATN Network, Inc., and
Hispano Television Ventures, Inc., dated May 28, 1999 (Incorporated by
reference to Exhibit 10.04 of our Annual Report on Form 10-KSB, dated
April 24, 2000).
10.05 Employment Agreement by and between P. Alan Luckett and Hispano
Television Ventures, Inc., dated May 28, 1999 (Incorporated by
reference to Exhibit 10.05 of our Annual Report on Form 10-KSB, dated
April 24, 2000).
10.06 Consulting Agreement by and between Hispano Television Ventures, Inc.
and Woodcrest Capital, L.L.C., dated May 28, 1999 (Incorporated by
reference to Exhibit 10.06 of our Annual Report on Form 10-KSB, dated
April 24, 2000).
17
<PAGE>
10.07 Bill of Sale by and between Hispano Television Ventures, Inc., P. Alan
Luckett, and Victoria O. Luckett, dated May 28, 1999 (Incorporated by
reference to Exhibit 10.07 of our Annual Report on Form 10-KSB, dated
April 24, 2000).
10.08 Letter agreement by and between Bob J. Bryant and Hispano
Television Ventures, Inc., dated May 28, 1999 (Incorporated by
reference to Exhibit 10.08 of our Annual Report on Form 10-KSB,
dated April 24, 2000).
10.09 Stock Option Agreement, dated November 8, 1999, between Hispanic
Television Network, Inc. and James A. Ryffel (Incorporated by
reference to Exhibit 10.09 of our Annual Report on Form 10-KSB, dated
April 24, 2000).
10.10 Asset Purchase Agreement, dated December 15, 1999, between Carlos
Ortiz and Hispanic Television Network, Inc. (Incorporated by reference
to Exhibit 10.10 of our Annual Report on Form 10-KSB, dated April 24,
2000).
10.11 Agreement for Sale, dated February 14, 2000, by and between Van
Eynsbergen and Holland Partnership, and Hispanic Television Network,
Inc. (Incorporated by reference to Exhibit 10.11 of our Annual Report
on Form 10-KSB, dated April 24, 2000).
10.12 Form of Assignment and Assumption of Leases by and between Van
Eynsbergen and Holland Partnership in Texas and Hispanic Television
Network, Inc. (Incorporated by reference to Exhibit 10.12 of our
Annual Report on Form 10-KSB, dated April 24, 2000).
10.13 Agreement Establishing Strategic Relationship, dated March 16, 2000,
between Cubico.com and Hispanic Television Network, Inc. (Incorporated
by reference to Exhibit 10.13 of our Annual Report on Form 10-KSB,
dated April 24, 2000).
10.14* Purchase and Sales Agreement by and between Johnson Broadcasting of
Dallas, Inc. and Hispanic Television Network, Inc., dated April 24,
2000, for the sale of KLDT-TV, Channel 55, Lake Dallas, Texas
(Incorporated by reference Exhibit 10.14 of our Quarterly Report on
Form 10-QSB, dated April , 2000.
10.15* Agreement, date June 1, 2000, by and between Hispanic Television
Network, Inc. Michael G. Fletcher, Robert P. Getz, and Nathan Fletcher
(Incorporated by reference to Exhibit 2.11 of our current Report on
Form 8-K, dated July 26, 2000).
10.16* Addendum to Agreement, dated June 1, 2000, by and between Hispanic
Television Network, Inc., Michael G Fletcher, Robert P. Getz, Nathan
Fletcher and Frederick Hoelke (Incorporated by reference to Exhibit
2.2 of our current Report on Form 8-K, dated July 26, 2000).
10.17* Agreement by and between Frederick F. Hoelke and Hispanic Television
Network, Inc. Regarding the Acquisition of TeleVideo, Inc., BMG (sic)
Entertainment, Inc. and Certain Titles to Music Videos and Television
Programs Owned by TeleVideo. Inc., BMG (sic) Entertainment, Inc. and
Michael G. Fletcher and Robert P. Getz, dated June 27, 2000
(Incorporated by reference to Exhibit 2.3 on our Current Report on
Form 8-K, dated June 26, 2000).
18
<PAGE>
10.18* Form of Loan Agreement, made and entered into as of July 25, 2000, by
and between Hispanic Television Network, Inc., and the lenders set
forth on the Lenders Schedule.
10.19* Security Agreement, dated as of July 25, 2000, by Hispanic Television
Network, Inc. in favor of the lenders under the Loan Agreement,
including but not Limited to those lenders listed on Schedule I.
10.20* Pledge Agreement, dated as of July 25, 2000, by Hispanic Television
Network, Inc. in favor of the lenders under the Loan Agreement,
including but not Limited to those leaders listed on Schedule I.
10.21* Form of Deed of Trust, dated as of the 25th day of July, 2000, by and
between Hispanic Television Network, Inc. as Grantor, J. Randall
Chappel, as Trustee, in favor of the Lenders listed on Schedule 1, as
Beneficiaries.
10.22* Form of Warrant, dated July 25, 2000, by Hispanic Television Network,
Inc.
10.23* Form of Registration Rights Agreement, dated as of July 25, 2000, by
and among Hispanic Television Network, Inc., and those purchasers
listed on Exhibit A.
27* Financial Data Schedule (included in SEC-filed copy only).
*Filed herewith.
(b) REPORTS ON FORM 8-K.
During July of 2000, we filed one Current Reports on Form 8-K.
On July 26, 2000 regarding the unsummation of the acquisition of 100%
of the outstanding stock of TeleVideo, Inc. and MGB Entertainment,
Inc. and related transactions.
19
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this amended report to be
signed on its behalf by the undersigned, thereunto duly authorized.
HISPANIC TELEVISION NETWORK INC.
Date: August 14, 2000 By: /S/ JAMES A. RYFFEL
---------------------------------
James A. Ryffel
Chairman of the Board
