SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
Commission File Number 0-28670
NOTIFICATION OF LATE FILING
(Check One): |_| Form 10-K and Form 10-KSB |_| Form 20-F |_| Form 11-K
|X| Form 10-Q and Form 10-QSB |_| Form N-SAR
For Period Ended: SEPTEMBER 30, 1999
|_| Transition Report on Form 10-K |_| Transition Report on Form 10-Q
|_| Transition Report on Form 20-F |_| Transition Report on Form N-SAR
|_| Transition Report on Form 11-K
For the Transition Period Ended:--------------------------------------
READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR
TYPE.
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates: the notification relates:
N/A
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PART I
REGISTRANT INFORMATION
Full name of registrant TV FILME, INC.
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Former name if applicable
N/A
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Address of Principal Executive Office (STREET AND NUMBER)
C/O ITSA - INTERCONTINENTAL TELECOMUNICACOES LTDA., SCS, QUADRA 07-BL.A
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ED. EXECUTIVE TOWER, SALA 601
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City, State and Zip Code 70.300-911 BRASILIA - DF, BRAZIL
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PART II
RULE 12b-25 (b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.)
(a)The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
(b)The subject annual report, semi-annual report, transition report on
|X| Form 10-K, Form 20-F, Form 11-K or Form N-SAR, or portion thereof
will be filed on or before the 15th calendar day following the
prescribed due date; or the subject quarterly report or transition
report on Form 10-Q, or portion thereof will be filed on or before
the fifth calendar day following the prescribed due date; and
(c)The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
<PAGE>
PART III
NARRATIVE
State below in reasonable detail the reasons why Form 10-K and Form
10-KSB, Form 20-F, Form 11-K, Form 10-Q and Form 10-QSB, Form N-SAR or the
transition report portion thereof could not be filed within the prescribed time
period. (Attach extra sheets if needed.)
On August 13, 1999, the Registrant reached an agreement in
principle with a committee representing holders of its outstanding
12-7/8% senior notes due 2004 regarding a restructuring of its
indebtedness. The Registrant is currently in the process of completing
negotiations of the documentation required for such restructuring.
Because of these developments, the Registrant has not been able to
evaluate all of the consequences which could affect the Registrant and
its business or to determine the most accurate and appropriate
disclosure to be made. Accordingly, the Registrant is unable, without
unreasonable effort and expense, to file its Quarterly Report on Form
10-Q for the period ended September 30, 1999 within the prescribed
period.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
CHARLES PULLIN 011-55-61 314-9835
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
|X|Yes |_| No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
|X| Yes |_| No
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
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RESULTS OF OPERATIONS
Although the Company's financial statements are presented pursuant to
United States generally accepted accounting principles in U.S. dollars, the
Company's transactions are consummated in both REAIS and U.S. dollars. Inflation
and devaluation in Brazil have had, and are currently having, substantial
effects on the Company's results of operations and financial condition. See "--
Inflation and Exchange Rates."
As a result of the changes in exchange rates during the periods
presented, the period-to-period comparisons of the Company's results of
operations are not necessarily meaningful and should not be relied upon as an
indication of future performance.
<TABLE>
<CAPTION>
Three Months Ended September 30
1998 % OF REVENUE 1999 % OF REVENUE
--------- ------------- --------- ------------
(In thousands, except subscriber, per share and share data)
<S> <C> <C> <C> <C>
Revenue........................................... $ 11,049 100% $ 6,095 100%
Operating costs and expenses:
System operating............................... 5,178 47% 2,850 47%
Selling, general and administrative............ 6,279 57% 5,458 90%
Depreciation and amortization.................. 5,845 53% 3,443 56%
--------- --------- --------- ------
Total operating costs and expenses........ 17,302 157% 11,751 193%
--------- --------- --------- ------
Operating loss............................ (6,253) (57%) (5,656) (93%)
Other income (expense):
Interest and other expense..................... (4,793) (43%) (6,167) (101%)
Interest and other income...................... 2,680 24% 1,580 26%
--------- --------- --------- ------
Interest and other income (expense), net....... (2,113) (19%) (4,587) (75%)
Currency exchange loss......................... (1,080) (10%) (6,492) (107%)
---------- --------- ---------- -------
Total other income (expense)............. (3,193) (29%) (11,079) (182%)
---------- --------- ---------- -------
Net loss.......................................... $ (9,446) (85%) $ (16,735) (275%)
========== ========= ========== =======
Net loss per share................................ $ (0.87) $ (1.55)
========== ==========
Weighted average number of shares of
Common stock and common stock
Equivalents.................................... 10,825 10,825
========= ==========
Other Data:
EBITDA (a)..................................... $ (408) $ (2,213)
=========- ==========
Number of subscribers at end of period ........ 93,273 73,162
========= ==========
Number of operating systems at end of period... 3 4
========= ==========
Exchange rate (R $: US $) at end of period..... 1.1856 : 1 1.9223 : 1
========== ==========
</TABLE>
<TABLE>
<CAPTION>
Nine Months Ended September 30
1998 % OF REVENUE 1999 % OF REVENUE
--------- ------------- --------- ------------
(In thousands, except subscriber, per share and share data)
<S> <C> <C> <C> <C>
Revenue........................................... $ 35,127 100% $ 19,483 100%
Operating costs and expenses:
System operating............................... 15,214 43% 9,154 47%
Selling, general and administrative............ 22,257 63% 13,759 71%
Depreciation and amortization.................. 16,496 47% 11,202 57%
---------- --------- --------- ------
Total operating costs and expenses........ 53,967 154% 34,115 175%
---------- --------- --------- ------
Operating loss........................... (18,840) (54%) (14,632) (75%)
Other income (expense):
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<PAGE>
Interest and other expense...................... (14,242) (41%) (16,799) (86%)
Interest and other income....................... 7,424 21% 5,510 28%
--------- --------- --------- ------
Interest and other income (expense), net........ (6,818) (19%) (11,289) (58%)
Currency exchange loss.......................... (3,589) (10%) (35,900) (184%)
---------- --------- ---------- -------
Total other income (expense), net........... (10,407) (30%) (47,189) (242%)
---------- --------- ---------- -------
Net loss.......................................... $ (29,247) (83%) (61,821) (317%)
========= ========= ========= =======
Net loss per share................................ $ (2.70) $ (5.71)
========== =========
Weighted average number of shares of
Common stock and common stock
Equivalents.................................... 10,825 10,825
========= =========
Other Data:
EBITDA (a)..................................... $ (2,344) $ (3,430)
========== =========
Number of subscribers at end of period ........ 93,273 73,162
========= =========
Number of operating systems at end of period... 3 4
========= =========
Exchange rate (R $: US $) at end of period..... 1.1856 : 1 1.9223 : 1
========== ==========
</TABLE>
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(a) EBITDA is defined as operating loss plus depreciation, amortization and
non-cash charges. While EBITDA should not be construed as a substitute for
operating loss or a better measure of liquidity than cash flow from operating
activities, which are determined in accordance with U.S. GAAP, it is included
herein to provide additional information regarding the ability of the Company to
meet its capital expenditures, working capital requirements and debt service.
EBITDA, however, is not necessarily a measure of the Company's ability to fund
its cash needs.
NET LOSS. For the three months ended September 30, 1999 compared to the
three months ended September 30, 1998, net loss increased to $(16.7) million
versus $(9.4) million, or 77%, primarily due to a decrease in operating loss,
offset by the write-off of capitalized bond issuance costs, reduced interest
income and an increase in recorded currency exchange loss. Net loss for the nine
months ended September 30, 1999 increased from $(29.2) million to $(61.8)
million, or 111%, primarily due to a decrease in operating loss, offset by the
write-off of capitalized bond issuance costs, reduced interest income and an
increase in recorded currency exchange loss.
REVENUES. For the three months ended September 30, 1999 compared to the
three months ended September 30, 1998, revenues decreased by 45%, primarily due
to an average devaluation of the REAL of 62% between the periods. Revenues for
the nine months ended September 30, 1999 decreased by 45% compared to the nine
months ended September 30, 1998, due primarily to an average devaluation of the
REAL of 57% between the periods. In both cases, the revenue decrease was
partially offset by revenues from the Company's proprietary premium channel and
high-speed Internet service.
SYSTEM OPERATING EXPENSES. For the three months ended September 30,
1999 compared to the three months ended September 30, 1998, system operating
expenses decreased by 45%, primarily due to an average devaluation of the REAL
of 62% between the periods. System operating expenses for the nine months ended
September 30, 1999 decreased by 40%, compared to the nine months ended September
30, 1998, primarily due to an average devaluation of the REAL of 57% between the
periods. In both cases, the decrease in system operating expenses was partially
offset by increases in costs associated with a layoff of approximately 25% of
the Company's work force and programming costs, most of which are denominated in
U.S. dollars.
SELLING, GENERAL AND ADMINISTRATIVE ("SG&A") EXPENSES. For the three
months ended September 30, 1999 compared to the three months ended September 30,
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<PAGE>
1998, SG&A expenses decreased by 13%, primarily due to an average devaluation of
the REAL of 62% between the periods. SG&A expenses for the nine month period
ended September 30, 1999 decreased by 38% compared to the nine months ended
September 30, 1998, primarily due to an average devaluation of the REAL of 57%
between the periods. In both cases, the decrease in SG&A expenses was partially
offset by increases in: costs associated with a layoff of approximately 25% of
the Company's workforce; debt restructuring costs ($670,000 in the third quarter
of 1999 and $1.5 million during 1999); an increase in bank charges due to a new
financial transactions tax implemented in Brazil in July 1999; and, additional
rents paid for office and transmission space in cities where the Company has
been awarded new licenses.
DEPRECIATION AND AMORTIZATION. For the three months ended September 30,
1999 compared to the three months ended September 30, 1998, depreciation and
amortization decreased by 41%, primarily due to an average devaluation of the
REAL of 62% between the periods. Depreciation and amortization for the nine
month period ended September 30, 1999 decreased by 32% compared to the nine
months ended September 30, 1998, primarily due to an average devaluation of the
REAL of 57% between the periods. In both cases, the decrease in depreciation and
amortization was partially offset by increases in depreciation due to additional
capitalized installation costs during the respective periods.
INTEREST AND OTHER EXPENSE. For the three months ended September 30,
1999 compared to the three months ended September 30, 1998, interest expense
increased by 29% primarily due to the write-off of capitalized debt issuance
costs, offset in part by hedge contract gains. Interest expense for the nine
month period ended September 30, 1999 increased by 18% compared to the nine
months ended September 30, 1998, primarily due to the write-off of capitalized
debt issuance costs, offset in part by hedge contract gains.
INTEREST AND OTHER INCOME. For the three months ended September 30,
1999 compared to the three months ended September 30, 1998, interest income
decreased by 41%, primarily due to a decrease in the average cash balance
between the two periods. Interest income for the nine month period ended
September 30, 1999 decreased by 26% compared to the nine months ended September
30, 1998, primarily due to a decrease in the average cash balance between the
two periods. In both cases, the decrease was partially offset by the Company
holding a higher proportion of its cash balance in Brazil, which enabled it to
obtain significantly higher rates of return.
CURRENCY EXCHANGE LOSS. Due to its net dollar-denominated liability
position, the Company generates currency exchange losses in any reporting period
in which the value of the REAL depreciates in relation to the value of the U.S.
dollar.
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<PAGE>
TV FILME, INC.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: NOVEMBER 12, 1999 By /S/ HERMANO STUDART LINS DE ALBUQUERQUE
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Name: Hermano Studart Lins de Albuquerque
Title: Chief Executive Officer
INSTRUCTION. The form may be signed by an executive officer of the
registrant or by any other duly authorized representative. The name and title of
the person signing the form shall be typed or printed beneath the signature. If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute
Federal criminal violations (SEE 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 of the General Rules and
Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and Exchange
Commission, Washington, DC 20549, in accordance with Rule 0-3 of the General
Rules and Regulations under the Act. The information contained in or filed with
the form will be made a matter of the public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be
filed with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notifications must also be filed on Form 12b-25
but need not restate information that has been correctly furnished. The form
shall be clearly identified as an amended notification.
5. ELECTRONIC FILERS. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to difficulties
in electronic filing should comply with either Rule 201 or Rule 202 of
Regulation S-T or apply for an adjustment in filing date pursuant to Rule 13(b)
of Regulation S-T.
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