<PAGE>
================================================================================
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For quarterly period ended September 30, 1999
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: 0-27556
NETWORK EVENT THEATER, INC.
(Exact Name of Small Business Issuer as Specified in Its Charter)
Delaware 13-3864111
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation of Organization)
529 Fifth Avenue, New York, New York 10017
(Address of Principal Executive Offices) (Zip Code)
(212) 622-7300
(Registrant's Telephone Number, Including Area Code)
Check 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 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 / /
At November 3, 1999 there were 17,339,446 shares of Common Stock, $.01 par value
outstanding.
Transitional Small Business Disclosure Format (check one):
Yes / / No /X/
================================================================================
<PAGE>
Network Event Theater, Inc.
Form 10-QSB
Index
Page
PART I--FINANCIAL INFORMATION Number
------
Item 1 Financial Statements
Consolidated balance sheets - September 30, 1999
(unaudited) and June 30, 1999..................................... 1
Consolidated statements of operations - three months
ended September 30, 1999 and 1998 (unaudited)..................... 2
Consolidated statements of cash flows - three months ended
September 30, 1999 and 1998 (unaudited)........................... 3
Consolidated statement of stockholders' equity - three
months ended September 30, 1999 (unaudited)....................... 4
Notes to consolidated financial statements........................... 5
Item 2 Management's Discussion and Analysis of Financial Condition
and Results of Operations............................................ 8
PART II--OTHER INFORMATION
Item 6 Exhibits and Reports on Form 8-K..................................... 10
Signatures.................................................................. 11
<PAGE>
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
Network Event Theater, Inc.
Consolidated Balance Sheets
(In thousands)
<TABLE>
<CAPTION>
September 30, June 30,
1999 1999
------------- --------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 28,335 $ 7,046
Accounts receivable, net of allowance for doubtful accounts of
$142 and $158 at September 30, 1999 and June 30, 1999,
respectively 4,247 2,653
Inventories 415 852
Prepaid expenses 1,078 691
Deposits and other current assets 713 263
-------- --------
Total current assets 34,788 11,505
Property and equipment, net of accumulated depreciation of $4,268
and $3,760 at September 30, 1999 and June 30, 1999,
respectively 5,802 4,360
Deferred financing costs, net of accumulated amortization of $219
and $174 at September 30, 1999 and June 30, 1999, respectively 679 724
Intangible assets, net of accumulated amortization of $1,779
and $1,370 at September 30, 1999 and June 30, 1999, respectively 15,925 13,663
-------- --------
Total assets $ 57,194 $ 30,252
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 1,896 $ 1,442
Accrued employee compensation 698 561
Other accrued expenses 1,542 1,048
Deferred revenues 207 521
Current portion of long-term debt 857 857
-------- --------
Total current liabilities 5,200 4,429
Long-term debt 6,431 6,589
Commitments and contingencies -- --
Stockholders' equity:
Preferred stock, $.01 par value, 1,000 shares authorized, no shares
issued and outstanding -- --
Common stock, $.01 par value, 32,000 shares authorized, 16,987
shares and 14,897 shares issued and outstanding at
September 30, 1999 and June 30, 1999, respectively 170 149
Additional paid-in capital 73,760 47,043
Accumulated deficit (28,367) (27,958)
-------- --------
Total stockholders' equity 45,563 19,234
-------- --------
Total liabilities and stockholders' equity $ 57,194 $ 30,252
======== ========
</TABLE>
See notes to consolidated financial statements
1
<PAGE>
Network Event Theater, Inc.
Consolidated Statements of Operations
(In thousands, except per share amount)
(Unaudited)
Three months ended
September 30,
-------------------------
1999 1998
-------- --------
Net Revenues $ 10,361 $ 3,425
Operating Expenses:
Cost of goods sold 1,386 --
Selling, general and administrative 6,882 3,356
Corporate expenses 873 774
Depreciation and amortization 917 484
-------- --------
Total operating expenses 10,058 4,614
-------- --------
Income (loss) from operations 303 (1,189)
Equity loss in investment (792) --
Interest income 227 58
Other income 150 --
Interest expense (249) (294)
-------- --------
Loss before provision for income taxes (361) (1,425)
Provision for income taxes 48 37
-------- --------
Net loss $ (409) $ (1,462)
======== ========
Net loss per basic and diluted common share $ (0.03) $ (0.13)
======== ========
Weighted average basic and diluted common
shares outstanding 15,929 11,347
======== ========
See notes to consolidated financial statements
2
<PAGE>
Network Event Theater, Inc.
Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
Three months ended
September 30,
-----------------------
1999 1998
---- ----
<S> <C> <C>
Cash Flows From Operating Activities
Net loss $ (409) $ (1,462)
Adjustments to reconcile net loss to
net cash used in operating activities:
Provision for bad debts (16) 11
Depreciation and amortization 917 484
Amortization of deferred financing costs 45 53
Amortization of original issue discount on Subordinated Notes 9 9
Changes in assets and liabilities:
Increase in accounts receivable (1,578) (2,576)
Decrease in inventory 437 --
Increase in prepaid expenses (387) (998)
Increase in deposits and other current assets (450) (84)
Increase in accounts payable 454 309
Increase (decrease) in accrued employee compensation 137 (78)
Increase in other accrued expenses 494 1,775
Decrease in deferred revenues (314) (460)
-------- --------
Net cash used in operating activities (661) (3,017)
Cash Flows From Investing Activities
Capital expenditures (1,950) (341)
Payment for business acquisitions (net of cash acquired) (142) --
-------- --------
Net cash used in investing activities (2,092) (341)
Cash Flows From Financing Activities
Net proceeds from sale of common stock and exercise of warrants and options 24,209 --
Net proceeds from issuance of warrants in connection with long-term debt -- 188
Proceeds from long-term debt -- 4,499
Repayment of long-term debt (167) (167)
-------- --------
Net cash provided by financing activities 24,042 4,520
-------- --------
Increase in cash and cash equivalents 21,289 1,162
Cash and cash equivalents at beginning of period 7,046 2,271
-------- --------
Cash and cash equivalents at end of period $ 28,335 $ 3,433
======== ========
Supplemental cash flow information
Cash paid for interest $ 332 $ 99
======== ========
Cash paid for income taxes $ 18 $ 37
======== ========
Noncash Financing Activities
Issuance of warrants in connection with long-term debt $ -- $ 552
======== ========
Issuance of common stock in connection with acquisition of CollegeWeb $ 2,529 $ --
======== ========
</TABLE>
See notes to consolidated financial statements
3
<PAGE>
Network Event Theater, Inc.
Consolidated Statement of Stockholders' Equity
For the period July 1, 1999 to September 30, 1999
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
Common Stock Additional
---------------------- Paid-in Accumulated
Shares Amount Capital Deficit Total
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Balances at June 30, 1999 14,897 $ 149 $ 47,043 $(27,958) $ 19,234
Issuance of common stock, net of issuance costs 1,220 12 23,464 -- 23,476
Issuance of common stock upon exercise of warrants 486 5 291 -- 296
Issuance of common stock upon exercise of stock options 276 3 434 -- 437
Issuance of common stock in connection with
acquisition of CollegeWeb 108 1 2,528 -- 2,529
Net loss -- -- -- (409) (409)
-------- -------- -------- -------- --------
Balances at September 30, 1999 16,987 $ 170 $ 73,760 $(28,367) $ 45,563
======== ======== ======== ======== ========
</TABLE>
See notes to consolidated financial statements
4
<PAGE>
Network Event Theater, Inc.
Notes to Consolidated Financial Statements
September 30, 1999
(Unaudited)
1. Organization and Basis of Presentation
The accompanying consolidated financial statements include the accounts of
Network Event Theater, Inc., d/b/a YouthStream Media Networks, ("NET"), and
its wholly-owned subsidiaries American Passage Media, Inc. ("American Passage"),
Campus Voice, Inc. ("Campus Voice"), Beyond the Wall, Inc. ("Beyond the Wall"),
Trent Graphics, Inc. ("Trent") and CollegeWeb.com, Inc. ("CollegeWeb")
(collectively, the "Company"). In June 1999, Network Event Theater Development,
Inc. and Pik:Nik, Media, Inc. were merged into NET. All significant intercompany
transactions have been eliminated.
The Company is an integrated media and marketing services company, which targets
the young adult market, with a specific focus in the 18 to 24 year-old college
and university segment of that market. The Company owns and operates a
proprietary national network of theaters on college campuses (the "Network")
that delivers entertainment and educational events via satellite for display
through high resolution video projectors on movie theater-sized screens.
Additionally, the Company owns and operates collegiate media and marketing
service businesses both offline and online which complement and enhance the
reach of its Network. The Company operates in one industry segment, which
provides media and marketing services to advertisers who want to reach young
adults.
The accompanying consolidated financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-QSB and Item 310 of Regulation
S-B. Accordingly, they do not include all the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for an interim period are not necessarily indicative of the
results that may be expected for the year ended June 30, 2000. For further
information, refer to the consolidated financial statements and footnotes
thereto included in Company's Form 10-KSB for the fiscal year ended June 30,
1999.
2. Acquisitions
In August 1999, the Company acquired CollegeWeb.com, Inc. ("CollegeWeb")
pursuant to a merger agreement among the Company, a wholly-owned subsidiary of
the Company and CollegeWeb. CollegeWeb owns and maintains a Web site aimed at
college students which, among other things, permits students to communicate with
other students using video cameras attached to their computers. The purchase
price consisted of 108,971 shares of the Company's common stock, valued at
$2,529,000, or approximately $23.22 per share, the then current market price.
The Company has licensed CollegeWeb's technology to CommonPlaces, LLC (see Note
5).
In June 1999, the Company acquired Trent and certain assets and liabilities of
HelloXpress,USA, Inc. The following unaudited pro forma information is presented
as if the Company had completed the acquisitions of Trent, HelloXpress,USA, Inc.
and CollegeWeb as of July 1, 1999 and 1998 respectively.
<TABLE>
<CAPTION>
Three months ended September 30,
1999 1998
--------------------------------
<S> <C> <C>
Net revenue $ 10,361,000 $ 8,462,000
Net loss (409,000) (999,000)
Net loss per basic and common share (.03) (.09)
Weighted average common shares outstanding basic and diluted 15,983,000 11,715,000
</TABLE>
The pro forma information above is not necessarily indicative of the results of
operations that would have occurred had the acquisitions been made at the
beginning of the respective periods.
3. Long-Term Debt
A summary of long-term debt is as follows:
<TABLE>
<CAPTION>
September 30, June 30,
1999 1999
--------------------------
<S> <C> <C>
Note Payable to Bank (A) $2,239,000 $2,406,000
Subordinated notes - private placement (B) 5,000,000 5,000,000
Other 190,000 190,000
---------- ----------
7,429,000 7,596,000
Less unamortized original discount attributed to subordinated notes 141,000 150,000
---------- ----------
7,288,000 7,446,000
Less current portion 857,000 857,000
---------- ----------
$6,431,000 $6,589,000
========== ==========
</TABLE>
5
<PAGE>
Network Event Theater, Inc.
Notes to Consolidated Financial Statements (Continued)
September 30, 1999
(Unaudited)
3. Long-Term Debt (continued)
(A) This loan is secured by all of the assets of Campus Voice, Beyond the Wall
and American Passage (the "Borrowers") and is guaranteed by NET. This loan is
payable in equal monthly installments, commencing in February 1998, over a
maximum of six years. Interest is payable monthly at a rate of interest of 275
basis points above LIBOR for U.S. dollar deposits of one month maturity.
The Borrowers are also party to an interest rate exchange agreement originally
converting $3.0 million of the aforementioned floating rate debt to a fixed
rate. The balance of the interest rate agreement at September 30, 1999 was
$1,889,000. Under the interest rate exchange agreement, the Borrowers are
required to pay interest at a fixed rate of 9.11% on the notional amount covered
by the interest rate exchange agreement. In return, the Company receives
interest payments on the same notional amount at the prevailing LIBOR rate plus
275 basis points. The interest rate exchange agreement terminates in June 2002.
(B) In July 1998, the Company issued Subordinated Notes to accredited investors
in the aggregate amount of $5,000,000 less an original discount of $188,000.
These notes bear interest at 11% per annum and are due in July 2003. In
connection with the issuance of the Subordinated Notes, the Company issued
375,000 warrants to the accredited investors for $188,000 and 150,000 warrants
to the placement agent. Each warrant, which expires in July 2003, entitles the
holder to purchase one share of the Company's common stock for $4.125, the
market price of the Company's common stock at the date of issuance. Based on an
independent appraisal, the 525,000 warrants were valued at $740,000. The value
of the warrants and closing costs of $314,000 have been recorded as deferred
financing costs and are being amortized over the term of the Subordinated Notes.
The original issue discount of $188,000 is also being amortized over the term of
the related debt.
4. Stockholders' Equity
In August 1999, the Company sold 1,219,521 shares of its common stock for $25.0
million in a private placement. In conjunction with the private placement, the
Company issued to the placement agent a warrant to purchase 36,585 shares of the
Company's common stock at $23.50 per share, the then current market price. The
Company incurred approximately $1,500,000 of fees and related expenses in this
transaction.
In connection with the Company's initial public offering in April 1996, the
Company issued 230,000 warrants to the underwriter. Each warrant entitled the
holder to purchase one share of the Company's stock for $8.25 and an additional
warrant for $.165. Each additional warrant entitled the holder to purchase one
share of the Company's common stock for $8.25. All warrants expire in April
2002. For the period July 1 through September 30, 1999 17,749 warrants and
42,749 additional warrants were exercised resulting in net proceeds to the
Company of $296,000. Approximately 25,000 of the additional warrants were
exercised in cashless transactions.
In August 1999, options were exercised resulting in the issuance of 276,280
shares of common stock resulting in net proceeds of approximately $437,000.
5. Investment
In November 1998, the Company acquired 5,000,000 common units in Common Places,
LLC ("Common Places") in exchange for providing media and marketing services
having an aggregate value of $15,000,000 over a four year period commencing upon
the initial public launch campaign promoting Common Places business, but not
later than August 31, 1999. Common Places was formed to develop and market an
Internet hub to college students, this hub being a self-evolving, personalized
community with academic tools, campus-based content and integrated advertising,
e-commerce and lifestyle services. It also is intended to provide services,
including application and scholarship information and alumni features that
appeal to pre-college and post-college audiences. Twenty-five percent of the
common units initially acquired by the Company, or 1,250,000 common units, are
not subject to vesting and no additional performance of services by the Company
is necessary with respect to these units. The remaining seventy-five percent, or
3,750,000 common units, vests over a four year period based on the value of
media and marketing services the Company actually provides.
The Company did not assign a value to the initial 1,250,000 common units that
vested immediately because of the start-up nature of Common Place's business and
the related uncertainty surrounding it. It is the Company's intention to record
an investment proportionate to the cost of media and marketing services provided
on an on-going basis related to its $15,000,000, four year commitment. This
investment in Common Places is accounted for using the equity method, under
which the Company's share of earnings or losses of Common Places is reflected in
income as earned and dividends are credited against the investment when
received.
6
<PAGE>
Network Event Theater, Inc.
Notes to Consolidated Financial Statements (Continued)
September 30, 1999
(Unaudited)
5. Investment (continued)
For the three months ended September 30, 1999 the Company provided approximately
$792,000 in media and marketing to Common Places. The Company's share of Common
Places losses for the three months ended September 30, 1999 and the year ended
June 30, 1999 were approximately $2,000,000 and $2,300,000, respectively. The
Company has limited the recognition of such losses in its statement of
operations to $792,000 because it is not required to fund Common Place's losses
or to make additional capital contributions.
On June 28, 1999, the Company entered into a definitive merger agreement,
subject to stockholder approval, to merge the Company and Common Places into a
newly formed holding company that will be called YouthStream Media Networks,
Inc. ("YouthStream"). Under the terms of the agreement, YouthStream will
exchange each of its shares for each of the Company's shares and 0.89 of its
shares for each common unit of Common Places. Common Places unitholders,
excluding the Company, will receive approximately 4.8 million shares of
YouthStream's common stock. Based on the June 28, 1999 price of the Company's
common stock, the excess of cost over fair value of net assets acquired is
estimated to be approximately $70 million. The Company anticipates to consummate
this transaction in the second or third quarter of fiscal 2000.
6. Subsequent Event
In October 1999, the Company acquired Invino Corporation ("Invino") pursuant to
a merger agreement among the Company, a wholly-owned subsidiary of the Company
and Invino. Invino is the developer of an instant messaging application for the
college market, which features the ability to drag and drop text, audio, video
and other types of files into instant messages, and to conduct instant messaging
with groups of people simultaneously. The purchase price was payable in shares
of the Company's common stock deemed to have a value of $9 million, comprised of
167,358 shares issued at the closing, valued at $4,000,000 based on the 30 day
weighted average share price prior to the closing date, and the balance to be
issued in quarterly installments over three years based on the 30 day average
share price prior to the quarterly date of issuance.
7
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The following discussion of the financial condition and results of operations of
the Company should be read in conjunction with the consolidated financial
statements and related notes thereto. The following discussion contains certain
forward-looking statements that involve risks and uncertainties. The Company's
actual results could differ materially from those discussed herein. Factors that
could cause or contribute to such differences include, but are not limited to,
the ability to obtain financing, integration of acquisitions, the management of
growth, changing consumer tastes and general economic conditions. The Company
undertakes no obligation to publicly release the results of any revisions to
these forward-looking statements that may be made to reflect any future events
or circumstances.
The following financial analysis compares the three months ended September 30,
1999 (unaudited) to the three months ended September 30, 1998 (unaudited).
Results of Operations
For the three months ended September 30, 1999, net revenues were $10,361,000 as
compared to $3,425,000 for the three months ended September 30, 1998. The
increase of $6,936,000 was primarily due to the acquisition of Trent, which
accounted for $5,111,000 of the increase. Additionally, contributed media
revenues for Common Places accounted for $792,000 of the increase. The remaining
$1,033,000 was primarily due to increased sales at other subsidiaries as a
result of an increase in sales staff.
For the three months ended September 30, 1999, cost of goods sold was
$1,386,000, all related to Trent's operations.
For the three months ended September 30, 1999, selling, general and
administrative expenses were $6,882,000 as compared to $3,356,000 for the three
months ended September 30, 1998. The increase of $3,526,000 is primarily due to
the acquisition of Trent, which accounted for $2,538,000 of the increase. The
remaining increase of $988,000 was due to increased level of sales and
administrative staff in 1999 to support the increase in net revenues.
For the three months ended September 30, 1999, corporate expenses were $873,000
as compared to $774,000 for the three months ended September 30, 1998. The
increase of $99,000 is primarily due to increased corporate personnel and
related overhead expenses required to support the Company's growth.
For the three months ended September 30, 1999, depreciation expenses were
$917,000 as compared to $484,000 for the three months ended September 30, 1998.
The increase of $433,000 was primarily due to the purchase of $1,992,000 of
additional property and an increase in intangible assets.
For the three months ended September 30, 1999, total operating expenses were
$10,058,000 as compared to $4,614,000 for the three months ended September 30,
1998. The increase of $5,444,000 is primarily due to the acquisition of Trent,
increased personnel and depreciation relating to additional equipment purchases.
For the three months ended September 30, 1999, equity loss in investment was
$792,000 representing the Company's minority interest share of the loss in
Common Places, LLC. Recognition of such loss was limited to the Company's
investment in Common Places, LLC.
For the three months ended September 30, 1999, interest income was $227,000 as
compared to $58,000 for the three months ended September 30, 1998. The increase
of $169,000 was due to interest income earned on increased cash balances
resulting from the sale of common stock.
For the three months ended September 30, 1999, other income was $150,000
representing licensing fees relating to CollegeWeb due from Common Places, LLC.
For the three months ended September 30, 1999, interest expense was $249,000 as
compared to $294,000 for the three months ended September 30, 1998. The decrease
of $45,000 primarily related to the reduction in long-term debt.
For the three months ended September 30 1999, net loss was $409,000 as compared
to $1,462,000 for the three months ended September 30, 1998. The decrease of
$1,053,000 was due to increased revenues and other income that were offset by
cost of goods sold, selling, general and administrative expenses, and corporate
expense.
8
<PAGE>
Liquidity and Capital Resources
In July 1999, the Company realized net proceeds of approximately $296,000 from
the exercise of underwriter's warrants. In August 1999, the Company realized net
proceeds of approximately $23.5 million from the sale of 1,219,521 shares of the
Company's common stock. In August 1999, the Company realized net proceeds of
approximately $437,000 from the exercise of options.
The Company used approximately $661,000 in its operating activities in the first
three months of fiscal year 2000 as compared to $3.0 million in the first three
months of fiscal year 1999. The decrease of approximately $2.4 million
represents the decrease in net loss, accounts receivable and other assets and
the increase in short-term liabilities offset by the increase in depreciation
and amortization. Cash used in investing activities in the first three months of
fiscal year 2000 of approximately $2.1 million is composed primarily of capital
expenditures. Cash provided by financing activities in the first three months of
fiscal year 2000 of approximately $24.0 million is attributable to the sale of
common stock in a private placement and proceeds from the exercise of warrants
and options.
The Company's primary capital requirements with respect to its operations have
been to fund corporate overhead and the operation of its Network of campus
theaters and postcard distribution. In the event that the Company's plans and
assumptions with respect to its Network change or prove to be inaccurate, if its
assumptions with respect to American Passage, Campus Voice, Beyond the Wall and
Trent being able to fund their operations and to make debt service payments out
of their own cash flow in the future prove to be inaccurate, or if the working
capital or capital expenditure requirements of American Passage, Campus Voice,
Beyond the Wall or Trent prove to be greater than anticipated, the Company could
be required to seek additional financing.
As of September 30, 1999, the Company had approximately $28.3 million in cash
and cash equivalents. The Company believes that such amounts will be sufficient
to fund working capital, including debt service and interest requirements for
the next fiscal year.
The Company may also seek additional debt or equity financing to fund the cost
of additional expansion of its Network and the cost of developing and acquiring
additional media and marketing services businesses or to fund its operations. To
the extent that the Company finances its requirements through the issuance of
additional equity securities, any such issuance would result in dilution to the
interests of the Company's stockholders.
Additionally, to the extent that the Company incurs indebtedness or issues debt
securities in connection with financing activities, the Company will be subject
to all of the risks associated with incurring substantial indebtedness,
including the risk that interest rates may fluctuate and cash flow may be
insufficient to pay principal and interest on any such indebtedness. The Company
has no current arrangements with respect to, or sources of, additional
financing. There can be no assurance that any additional financing will be
available to the Company on acceptable terms, if at all.
Impact of Year 2000
During Fiscal Year 1998, the Company conducted an extensive review of its
computer systems and operations to identify the areas that could be affected by
the Year 2000 issue. A plan was developed which focused on the Company's
information systems and third-party relationships.
With respect to its own information systems, the Company adopted a five-phase
Year 2000 program consisting of: Phase I - identification of the Company's
systems that may be vulnerable to Year 2000 problems; Phase II - assessment of
items identified in Phase I; Phase III - remediation or replacement of
non-compliant systems and components; Phase IV - testing of systems and
components following remediation; and Phase V - developing contingency plans to
address the most reasonable likely worse case Year 2000 scenarios. The Company
has completed all phases of this program.
With respect to its third-party relationships, the Company reviewed its list of
large suppliers, vendors and service suppliers and is contacting them to assess
their state of Year 2000 readiness. This process is near completion and the
Company has commenced contingency planning to address the most reasonably likely
worst case Year 2000 scenarios with respect to its third party relationships,
including developing alternate third party relationships, if necessary.
Potential sources of risk include the inability of printers to print posters,
catalogs and postcards for distribution by the Company and the inability of
college newspapers to accept print advertisements from the Company on behalf of
the Company's clients. In addition, there is the potential risk that the Company
will not be able to broadcast events to its network of theaters on college
campuses.
The results to date indicate that based on the diversity of the Company's
suppliers and the availability of other suppliers, the Company does not believe
that the Year 2000 issue will have a material adverse effect on its financial
condition, results of operations or cash flows. The Company's costs incurred
to date associated with the Year 2000 issue are not material. The Company
estimates that the costs to complete its five phase program, excluding any costs
that may be incurred by the Company as a result of the failure of any third
parties to become Year 2000 compliant, will also not be material. The Company
has or can obtain alternate suppliers in printing, distribution and satellite
broadcasting if, by chance, the Company's normal supplier cannot provide goods
and or services due to Year 2000 difficulties.
9
<PAGE>
PART II
OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
27.1 Financial Data Schedule.
(b) Reports on Form 8-K.
The Company filed a report on form 8-K/A on August 23, 1999 amending the
report on form 8-K filed on June 24, 1999, which filings disclosed the
acquisition by the Company of Trent Graphics, Inc.
10
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
November 8, 1999
NETWORK EVENT THEATER, INC.
BY: /s/ HARLAN D. PELTZ
-------------------------
HARLAN D. PELTZ
Chairman of the Board
and Chief Executive Officer
BY: /s/ BRUCE L. RESNIK
-------------------------
BRUCE L. RESNIK
Executive Vice President
Chief Financial Officer and
Chief Accounting Officer
11
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-START> JUL-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 28,335,000
<SECURITIES> 0
<RECEIVABLES> 4,389,000
<ALLOWANCES> 142,000
<INVENTORY> 415,000
<CURRENT-ASSETS> 34,788,000
<PP&E> 10,070,000
<DEPRECIATION> 4,268,000
<TOTAL-ASSETS> 57,194,000
<CURRENT-LIABILITIES> 5,200,000
<BONDS> 0
0
0
<COMMON> 170,000
<OTHER-SE> 45,393,000
<TOTAL-LIABILITY-AND-EQUITY> 57,194,000
<SALES> 0
<TOTAL-REVENUES> 10,361,000
<CGS> 1,386,000
<TOTAL-COSTS> 10,058,000
<OTHER-EXPENSES> 792,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 249,000
<INCOME-PRETAX> (361,000)
<INCOME-TAX> (48,000)
<INCOME-CONTINUING> (409,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (409,000)
<EPS-BASIC> (0.03)
<EPS-DILUTED> (0.03)
</TABLE>
