<PAGE>
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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 December 31, 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.
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(Exact Name of Small Business Issuer as Specified in Its Charter)
Delaware 13-3864111
------------------------------- -------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation of Organization) Identification No.)
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 February 4, 2000 there were 22,017,712 shares of Common Stock, $.01 par value
outstanding.
Transitional Small Business Disclosure Format (check one):
Yes No X
--- ---
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<PAGE>
Network Event Theater, Inc.
Form 10-QSB
Index
Page
Number
------
PART I--FINANCIAL INFORMATION
Item 1 Financial Statements
Consolidated balance sheets - December 31, 1999
(unaudited) and June 30, 1999.................................... 1
Consolidated statements of operations - three months and six
ended December 31, 1999 and 1998 (unaudited)..................... 2
Consolidated statements of cash flows - six months ended
December 31, 1999 and 1998 (unaudited)........................... 3
Consolidated statement of stockholders' equity - six
months ended December 31, 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 2 Changes in securities and use of proceeds........................... 11
Item 6 Exhibits and Reports on Form 8-K.................................... 11
Signatures................................................................. 12
<PAGE>
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
Network Event Theater, Inc.
Consolidated Balance Sheets
(In thousands)
<TABLE>
<CAPTION>
December 31, June 30,
1999 1999
----------- --------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 51,277 $ 7,046
Accounts receivable, net of allowance for doubtful accounts of $216
and $158 at December 31, 1999 and June 30, 1999, respectively 5,957 2,653
Due from affiliate 4,043 --
Inventories 615 852
Prepaid expenses 651 691
Deposits and other current assets 889 263
--------- --------
Total current assets 63,432 11,505
Property and equipment, net of accumulated depreciation of $4,818
and $3,760 at December 31, 1999 and June 30, 1999, respectively 6,565 4,360
Deferred financing costs, net of accumulated amortization of $265
and $174 at December 31, 1999 and June 30, 1999, respectively 633 724
Intangible assets, net of accumulated amortization of $2,911
and $1,370 at December 31, 1999 and June 30, 1999, respectively 24,714 13,663
--------- --------
Total assets $ 95,344 $ 30,252
========= ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 2,590 $ 1,442
Accrued employee compensation 490 561
Other accrued expenses 1,206 1,048
Deferred revenues 80 521
Current portion of deferred purchase price 2,000 --
Current portion of long-term debt 854 857
--------- --------
Total current liabilities 7,220 4,429
Long-term debt 6,274 6,589
Deferred purchase price 2,500 --
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, 19,153
shares and 14,897 shares issued and outstanding at December
31, 1999 and June 30, 1999, respectively 192 149
Additional paid-in capital 109,669 47,043
Accumulated deficit (30,511) (27,958)
--------- --------
Total stockholders' equity 79,350 19,234
--------- --------
Total liabilities and stockholders' equity $ 95,344 $ 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)
<TABLE>
<CAPTION>
Three months ended Six months ended
December 31, December 31,
---------------------- ----------------------
1999 1998 1999 1998
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net Revenues $ 6,601 $ 3,385 $ 16,962 $ 6,810
Operating Expenses:
Cost of goods sold 136 -- 1,522 --
Selling, general and administrative 5,616 3,553 12,498 6,909
Corporate expenses 1,015 1,484 1,888 2,258
Depreciation and amortization 1,682 496 2,599 980
-------- -------- -------- --------
Total operating expenses 8,449 5,533 18,507 10,147
-------- -------- -------- --------
Loss from operations (1,848) (2,148) (1,545) (3,337)
Equity loss in investment (1,248) -- (2,040) --
Interest income 345 69 572 127
Other income 891 -- 1,041 --
Interest expense (240) (290) (489) (584)
-------- -------- -------- --------
Loss before provision for income taxes (2,100) (2,369) (2,461) (3,794)
Provision for income taxes 44 56 92 93
-------- -------- -------- --------
Net loss $ (2,144) $ (2,425) $ (2,553) $ (3,887)
======== ======== ======== ========
Net loss per basic and diluted common share $ (0.12) $ (0.21) $ (0.15) $ (0.34)
======== ======== ======== ========
Weighted average basic and diluted common
shares outstanding 17,584 11,367 16,757 11,419
======== ======== ======== ========
</TABLE>
See notes to consolidated financial statements
2
<PAGE>
Network Event Theater, Inc.
Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
Six months ended
December 31,
---------------------
1999 1998
-------- -------
<S> <C> <C>
Cash Flows From Operating Activities
Net loss $ (2,553) $(3,887)
Adjustments to reconcile net loss to
Net cash used in operating activities:
Provision for bad debts 58 16
Depreciation and amortization 2599 971
Amortization of deferred financing costs 91 113
Amortization of original issue discount on Subordinated Notes 18 9
Changes in assets and liabilities:
Increase in accounts receivable (3,362) (1,655)
Increase in due from affiliate (4,043) --
Decrease in inventory 237 --
Decrease (increase) in prepaid expenses 40 (129)
Increase in deposits and other current assets (626) (82)
Increase (decrease) in accounts payable 1,148 (193)
(Decrease) increase in accrued employee compensation (71) 105
Increase in other accrued expenses 158 386
(Decrease) increase in deferred revenues (441) 101
-------- -------
Net cash used in operating activities (6,747) (4,245)
Cash Flows From Investing Activities
Capital expenditures (3,263) (744)
Payment for business acquisitions (net of cash acquired) (457) --
-------- -------
Net cash used in investing activities (3,720) (744)
Cash Flows From Financing Activities
Net proceeds from sale of common stock and exercise of warrants and
options 55,034 1,442
Net proceeds from issuance of warrants in connection with long-term
debt -- 188
Proceeds from long-term debt -- 4,502
Repayment of long-term debt (336) (334)
-------- -------
Net cash provided by financing activities 54,698 5,798
-------- -------
Increase in cash and cash equivalents 44,231 809
Cash and cash equivalents at beginning of period 7,046 2,271
-------- -------
Cash and cash equivalents at end of period $ 51,277 $ 3,080
======== =======
Supplemental cash flow information
Cash paid for interest $ 383 $ 476
======== =======
Cash paid for income taxes $ 89 $ 66
======== =======
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 $ --
======== =======
Issuance of common stock in connection with acquisition of Invino $ 4,044 $ --
======== =======
Deferred purchase price in connection with acquisition of Invino $ 4,500 $ --
======== =======
</TABLE>
See notes to consolidated financial statements
3
<PAGE>
Network Event Theater, Inc.
Consolidated Statement of Stockholders' Equity
For the period from July 1, 1999 to December 31, 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 2,477 25 52,968 - 52,993
Issuance of common stock upon exercise of warrants 736 7 289 - 296
Issuance of common stock upon exercise of stock options 747 8 1,737 - 1,745
Issuance of common stock in connection with
acquisition of CollegeWeb 109 1 2,528 - 2,529
Issuance of common stock in connection with
acquisition of Invino 187 2 4,042 - 4,044
Additional stock options issued in connection
with acquisition of American Passage - - 1,062 - 1,062
Net loss - - - (2,553) (2,553)
------ ----- -------- -------- -------
Balances at December 31, 1999 19,153 $ 192 $109,669 $(30,511) $79,350
====== ===== ======== ======== =======
</TABLE>
See notes to consolidated financial statements
4
<PAGE>
Network Event Theater, Inc.
Notes to Consolidated Financial Statements
December 31, 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"), CollegeWeb.com, Inc. ("CollegeWeb") and Invino
Corporation ("Invino") (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 October 1999, the Company acquired 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 aggregating $9,000,000 is payable in
the Company's common stock, of which $3,486,000 (167,358 shares) was paid at
closing, based on the 30 day average share price prior to the quarterly payment
date. In December 1999, the Company issued an additional 19,301 shares valued at
approximately $558,000 in connection with the first quarterly installment. The
aggregate purchase price was recorded in October 1999 and the deferred purchase
price included in the accompanying balance sheet represents the unpaid portion.
Any differences between the use of the 30 day and 2 day average trading prices
will be accounted for as an adjustment to the purchase price. For accounting
purposes, the value of the shares issued and to be issued has been and will be
determined on the 2 day average trading price prior to the date of issuance. The
Company has licensed Invino's technology to Common Places, LLC (see Note 5). For
the period October through December 1999, the Company recognized approximately
$666,000 in license fee income and Common Places, LLC recognized approximately
$666,000 in license fee expense.
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). For the period August through December 1999, the Company recognized
approximately $225,000 in license fee income and Common Places, LLC recognized
approximately $225,000 in license fee expense.
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., CollegeWeb and Invino as of July 1, 1999 and 1998 respectively.
Six months ended December 31,
1999 1998
----------- -----------
Net revenue $16,962,000 $12,667,000
Net loss (2,709,000) (3,985,000)
Net loss per basic and common share (.16) (.33)
Weighted average common shares outstanding
basic and diluted 17,088,000 12,161,000
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.
5
<PAGE>
Network Event Theater, Inc.
Notes to Consolidated Financial Statements (Continued)
December 31, 1999
(Unaudited)
3. Long-Term Debt
A summary of long-term debt is as follows:
<TABLE>
<CAPTION>
December 31, June 30,
1999 1999
------------ ----------
<S> <C> <C>
Note Payable to Bank (A) $2,072,000 $2,406,000
Subordinated notes - private placement (B) 5,000,000 5,000,000
Other 187,000 190,000
---------- ----------
7,259,000 7,596,000
Less unamortized original discount attributed
to subordinated notes 131,000 150,000
---------- ----------
7,128,000 7,446,000
Less current portion 854,000 857,000
---------- ----------
$6,274,000 $6,589,000
========== ==========
</TABLE>
(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 $3,000,000 of the aforementioned floating rate debt to a fixed rate.
The balance of the interest rate agreement at December 31, 1999 was $1,778,000.
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
$25,000,000 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 December 31, 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 connection with the issuance of Subordinated Notes in July 1998, the Company
issued 525,000 warrants to accredited investors and 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. During July and September 1999, the
warrants were exercised in a cashless transaction resulting in the issuance of
450,568 shares of the Company's common stock.
In December 1999, the Company issued 249,791 shares of its common stock to a
public relations firm upon the cashless exercise of 300,000 warrants issued in
December 1997. The warrants, which expire in December 2002, entitled the holder
to purchase one share of the Company's common stock for $5.00
6
<PAGE>
Network Event Theater, Inc.
Notes to Consolidated Financial Statements (Continued)
December 31, 1999
(Unaudited)
In connection with certain earn out contingencies related to the American
Passage acquisition in September 1996, the Company issued 75,000 options which
entitled the holder to purchase one share of the Company's common stock for
$2.627. The value of such options of $1,062,000 was recorded as additional
purchase price. In November 1999, the Company issued 75,000 shares of its common
stock in connection with the exercise of such options.
For the six months ending December 31, 1999, options were exercised resulting in
the issuance of approximately 747,000 shares of common stock, including the
options related to the American Passage earn out, resulting in net proceeds of
approximately $1,745,000.
In December 1999, the Company sold 1,257,400 shares of its common stock for
$31,435,000 in a private placement. In conjunction with the private placement,
the Company issued to the placement agent a warrant to purchase 37,722 shares of
the Company's common stock at $25.00 per share, the then current market price.
The Company incurred approximately $1,900,000 of fees and related expenses in
this transaction.
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 Places' 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.
For the six months ended December 31, 1999 the Company provided approximately
$2,040,000 in media and marketing services to Common Places. The Company's share
of Common Places' losses for the six months ended December 31, 1999 and the year
ended June 30, 1999 were approximately $5,213,000 and $2,300,000, respectively.
For the six months ended December 31, 1999, the Company recognized approximately
$1,041,000 in license fee income and Common Places, LLC recognized $1,041,000 in
license fee expense. The Company has limited the recognition of Common Places'
losses in its statement of operations to $2,040,000 for the six months ended
December 31, 1999 because it is not required to fund Common Places' 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 $77 million. The Company anticipates consummating
this transaction in the third quarter of fiscal 2000.
6. Subsequent Event
In January 2000, the Company acquired sixdegrees, inc ("sixdegrees") pursuant to
a merger agreement among the Company, a wholly-owned subsidiary of the Company
and sixdegrees. sixdegrees is the developer of World Wide Web-based tools which
enable individuals to build and administer their own personal virtual
communities. The purchase price was payable in shares of the Company's common
stock deemed to have a value of $123.5 million, comprised of 3.7 million shares
of common and convertible preferred stock, of which approximately 80 percent
will be restricted for one year.
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 and the six months
ended December 31, 1999 (unaudited) to the three months and the six months ended
December 31, 1998 (unaudited).
Results of Operations
For the three months ended December 31, 1999, net revenues were $6,601,000 as
compared to $3,385,000 for the three months ended December 31, 1998. The
increase of $3,216,000 was primarily due to contributed media revenues for
Common Places, which accounted for $1,248,000 of the increase. Additionally, the
acquisition of Trent accounted for $827,000 of the increase. The remaining
$1,141,000 was primarily due to increased sales at other subsidiaries as a
result of an increase in sales staff.
For the six months ended December 31, 1999, net revenues were $16,962,000 as
compared to $6,810,000 for the six months ended December 31, 1998. The increase
of $10,152,000 was primarily due to the acquisition of Trent, which accounted
for $5,988,000 of the increase. Additionally, contributed media revenues for
Common Places accounted for $2,040,000 of the increase. The remaining $2,124,000
was primarily due to increased sales at other subsidiaries as a result of an
increase in sales staff.
For the three months and the six months ended December 31, 1999, cost of goods
sold was $136,000 and $1,386,000, respectively, all related to Trent's
operations.
For the three months ended December 31, 1999, selling, general and
administrative expenses were $5,616,000 as compared to $3,553,000 for the three
months ended December 31, 1998. The increase of $2,063,000 is primarily due to
the acquisition of Trent, which accounted for $1,042,000 of the increase. The
remaining increase of $1,021,000 was due to increased level of sales and
administrative staff in 1999 to support the increase in net revenues.
For the six months ended December 31, 1999, selling, general and administrative
expenses were $12,498,000 as compared to $6,909,000 for the six months ended
December 31, 1998. The increase of $5,589,000 is primarily due to the
acquisition of Trent, which accounted for $3,580,000 of the increase. The
remaining increase of $2,009,000 was due to increased level of sales and
administrative staff in 1999 to support the increase in net revenues.
For the three months ended December 31, 1999, corporate expenses were $1,015,000
as compared to $1,484,000 for the three months ended December 31, 1998. The
decrease of $469,000 is primarily due to a decrease of $540,000 in bonus expense
offset by $71,000 of increased corporate personnel and related overhead expenses
required to support the Company's growth.
For the six months ended December 31, 1999, corporate expenses were $1,888,000
as compared to $2,258,000 for the six months ended December 31, 1998. The
decrease of $370,000 is primarily due to a decrease of $540,000 in bonus expense
offset by $170,000 of increased corporate personnel and related overhead
expenses required to support the Company's growth.
For the three months ended December 31, 1999, depreciation and amortization
expenses were $1,682,000 as compared to $496,000 for the three months ended
December 31, 1998. The increase of $1,186,000 was primarily due to the
additional amortization of goodwill of Trent, HelloXpress, College Web and
Invino, which accounted for $1,054,000 of the increase. The remaining increase
of $132,000 is related to the purchase of additional property.
For the six months ended December 31, 1999, depreciation and amortization
expenses were $2,599,000 as compared to $980,000 for the six months ended
December 31, 1998. The increase of $1,619,000 was primarily due to the
additional amortization of goodwill of Trent, HelloXpress, College Web and
Invino which accounted for $1,259,000 of the increase. The remaining increase of
$360,000 is related to the purchase of additional property.
For the three months ended December 31, 1999, total operating expenses were
$8,449,000 as compared to $5,533,000 for the three months ended December 31,
1998. The increase of $2,916,000 is primarily due to the acquisition of Trent,
increased personnel, depreciation relating to additional equipment purchases and
amortization of goodwill related to acquisitions in 1999.
For the six months ended December 31, 1999, total operating expenses were
$18,507,000 as compared to $10,147,000 for the six months ended December 31,
1998. The increase of $8,360,000 is primarily due to the acquisition of Trent,
increased personnel, depreciation relating to additional equipment purchases and
amortization of goodwill related to acquisitions in 1999.
For the three months and six months ended December 31, 1999, equity loss in
investment was $1,248,000 and $2,040,000, respectively, 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.
8
<PAGE>
For the three months ended December 31, 1999, interest income was $345,000 as
compared to $69,000 for the three months ended December 31, 1998. The increase
of $276,000 was due to interest income earned on increased cash balances
resulting from the sale of common stock.
For the six months ended December 31, 1999, interest income was $572,000 as
compared to $127,000 for the six months ended December 31, 1998. The increase of
$445,000 was due to interest income earned on increased cash balances resulting
from the sale of common stock.
For the three months and six months ended December 31, 1999, other income was
$891,000 and $1,041,000, respectively, representing licensing fees relating to
CollegeWeb and Invino due from Common Places, LLC.
For the three months ended December 31, 1999, interest expense was $240,000 as
compared to $290,000 for the three months ended December 31, 1998. The decrease
of $50,000 primarily related to the reduction in long-term debt.
For the six months ended December 31, 1999, interest expense was $489,000 as
compared to $584,000 for the six months ended December 31, 1998. The decrease of
$95,000 primarily related to the reduction in long-term debt.
For the three months ended December 31, 1999, net loss was $2,144,000 as
compared to $2,425,000 for the three months ended December 31, 1998. The
decrease of $281,000 was due to increased revenues, other income and a decrease
in corporate expenses that were offset by cost of goods sold, selling, general
and administrative expenses, and amortization expense.
For the six months ended December 31, 1999, net loss was $2,553,000 as compared
to $3,887,000 for the six months ended December 31, 1998. The decrease of
$1,334,000 was due to increased revenues, other income and a decrease in
corporate expenses that were offset by cost of goods sold, selling, general and
administrative expenses, and amortization expense.
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 $23,500,000 from the sale of 1,219,521 shares of the
Company's common stock. In December 1999, the Company realized net proceeds of
approximately $29,500,000 from the sale of 1,257,400 shares of the Company's
common stock and approximately $1,700,000 from the exercise of options.
The Company used approximately $6,700,000 in its operating activities in the
first six months of fiscal year 2000 as compared to $4,200,000 in the first
six months of fiscal year 1999. The increase of approximately $2,500,000
represents the increase in accounts receivable and due from affliate offset by
the decrease in net loss, the increase in depreciation and amortization and the
increase in short-term liabilities. Cash used in investing activities in the
first six months of fiscal year 2000 of approximately $3,700,000 is composed of
capital expenditures and acquisition of businesses. Cash provided by financing
activities in the first six months of fiscal year 2000 of approximately $55.0
million is attributable to the sale of common stock in private placements 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 December 31, 1999, the Company had approximately $51.3 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 1998 and 1999, 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 worst case Year 2000 scenarios. The Company
has completed all phases of this program.
9
<PAGE>
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 completed and the Company
had 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 included 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 was the potential risk that the
Company will not be able to broadcast events to its network of theaters on
college campuses.
The Company did not encounter any significant problems upon the rollover to the
new millennium.
10
<PAGE>
II
OTHER INFORMATION
Item 5. Changes in securities and use of proceeds.
In December 1999, the Company sold 1,257,400 shares of its common stock
for $31,435,000 in a private placement. In conjunction with the private
placement, the Company issued to the placement agent a warrant to
purchase 37,722 shares of the Company's common stock at $25.00 per
share, the then current market price. The Company incurred
approximately $1,900,000 of fees and related expenses in this
transaction. The sale of such shares was exempt from registration under
the Securities Act of 1933 pursuant to section 4(2) of such Act as not
involving an offering to the public; the purchasers in the private
placement were a limited number of accredited investors. The placement
agent was Allen and Company Incorporated.
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 December 23, 1999 amending
the report on form 8-K filed on October 29, 1999, which filings
disclosed the acquisition by the Company of Invino Corporation.
The Company filed a report on form 8-K on January 20, 2000 which
disclosed the acquisition of sixdegrees, inc.
11
<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.
February 14, 2000
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
12
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<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-START> JUL-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 51,277,000
<SECURITIES> 0
<RECEIVABLES> 6,173,000
<ALLOWANCES> 216,000
<INVENTORY> 615,000
<CURRENT-ASSETS> 63,432,000
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<COMMON> 192,000
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<INCOME-TAX> 92,000
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