SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
Commission File Number 0-28670
NOTIFICATION OF LATE FILING
(Check One): |X| Form 10-K and Form 10-KSB |_| Form 20-F |_| Form 11-K
|_| Form 10-Q and Form 10-QSB |_| Form N-SAR
For Period Ended: December 31, 1999
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|_| 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:
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
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.
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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.)
The Registrant is in the process of making application to the
United States Bankruptcy Court for the District of Delaware to
formally retain Ernst & Young as its independent auditors. Until such
formal retention is approved, the Registrant is unable to include in
Item 8 of its Annual Report on Form 10-K for the period ended December
31, 1999 (the "Form 10-K ) the financial statements and accountant's
report required by Regulation S-X under the Securities Exchange Act of
1934, as amended. Accordingly, the Registrant is unable, without
unreasonable effort and expense, to file the Form 10-K within the
prescribed period.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Hermano Studart Lins De Albuquerque 011-55-61 314-9903
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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
SELECTED OPERATING DATA. The following table sets forth certain expense and
other data derived from the Consolidated Financial Statements as a percentage of
the Company's revenues for each year presented.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
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(In thousands, except subscriber, per share and share data)
% OF % OF % OF
1997 REVENUE 1998 REVENUE 1999 REVENUE
---- ------- ---- ------- ---- -------
<S> <C> <C> <C> <C> <C> <C>
Revenues....................................... $50,547 100% $ 45,408 100% $ 26,177 100%
Operating costs and expenses:
System operating............................... 17,631 35% 19,617 43% 11,844 45%
Selling, general and administrative............ 27,965 55% 31,637 70% 20,625 79%
Depreciation and amortization.................. 12,162 24% 21,651 48% 14,205 54%
--------- ----- ------ ----- --------- -----
Total operating costs and expenses....... 57,758 114% 72,905 161% 46,674 178%
--------- ----- ------ ----- --------- -----
Operating loss........................... (7,211) (14%) (27,497) (61%) (20,497) (78%)
--------- ----- ------ ----- --------- -----
Other income (expense):
Interest and other expense................... (19,167) (38%) (19,810) (44%) (24,088) (92%)
Interest and other income.................... 8,985 18% 11,300 25% 7,281 28%
Monetary loss................................ -- -- (4,213) (9%) (29,266) (112%)
Exchange and translation losses................ (1,863) (4%) -0- -- -- --
--------- ----- ------ ----- --------- -----
Total other expense..................... (12,045) (24%) (12,723) (28%) (46,073) (176%)
--------- ----- ------ ----- --------- -----
Net loss....................................... $(19,256) (38%) $ (40,220) (89%) $ (66,570) (254%)
--------- ----- ------ ----- --------- -----
Net loss per share............................. $ (1.76) $ (3.72) $ (6.15)
========= ========== ==========
Weighted average number of
shares of common stock and
common stock equivalents..................... 10,940 10,825 10,825
========= ========== ==========
Other Data:
EBITDA(a) .................................... $ 5,026 $ (5,846) $ (6,292)
========= ========== ==========
Number of subscribers at end
of period................................. 111,244 77,069(b) 72,240
========= ========== ==========
</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.
(b) In the second half of 1998, the Company became more aggressive in canceling
the accounts of delinquent subscribers.
NET LOSS. Net loss for 1999 increased to ($66.6) million versus ($40.2)
million in 1998, primarily due to the devaluation of the REAL versus the dollar,
which caused a $25 million increase in currency exchange loss due to the
Company's net dollar-denominated monetary liability position. Reductions in
operating loss due to staff cuts, stricter accounts receivable policies and the
REAL devaluation were offset by higher net interest and other expense. Net loss
for 1998 increased to ($40.2) million versus ($19.2) million in 1997 due to a
34,000 reduction in subscriber count, a change in the depreciation period from
five years to four years, increased costs to support new services and
programming and to generate new subscribers to replace those lost throughout the
year, and the currency exchange loss.
REVENUES. The Company's revenues for 1999 decreased by 42% compared to
1998, due primarily to the devaluation of the REAL between the periods. Revenues
for 1998 decreased by 10% compared to 1997, also due primarily to the REAL
devaluation. In both cases, the decrease in revenues was partially offset by
revenues from the Company's proprietary premium channel and high-speed Internet
service.
SYSTEM OPERATING EXPENSES. For 1999 compared to 1998, system operating
expenses decreased by 40%, primarily due to the devaluation of the REAL between
the periods, offset in part by programming costs, most of which are denominated
in U.S. dollars. System operating expenses increased in 1998 by 11% over 1997,
primarily due to higher costs to support the Company's proprietary premium
channel and high-speed internet access services, along with increases in
programming and magazine costs.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative ("SG&A") expenses decreased during 1999 by 35% over 1998,
primarily due to the REAL devaluation. This decrease was offset, in part, by
debt restructuring costs of $5,145,000, 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. SG&A expenses increased in 1998 by 13% over 1997,
primarily due to an increase in the provision for litigation and taxes, a higher
bad debt provision associated with the reduction in subscribers, and higher
payroll costs to support the Company's proprietary premium channel and
high-speed internet access service. These increases were partially offset by a
reduction in advertising and promotion expenses during 1998.
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DEPRECIATION AND AMORTIZATION. Depreciation and amortization decreased
in 1999 by 34% over 1998, primarily due to the devaluation in the REAL. This
decrease was offset, in part, by the extra depreciation caused by additional
capitalized installation costs during the period. Depreciation and amortization
increased in 1998 by 78% over 1997 primarily due to the change in the
depreciation period from five years to four years (effective January 1, 1998)
and the acquisition of over $14 million in additional equipment during the
period.
INTEREST AND OTHER EXPENSE. Interest and other expense increased in
1999 by 22% over 1998, primarily due to the write-off of capitalized debt
issuance costs and recognized losses associated with loss positions on foreign
exchange currency contracts held at year end. Interest and other expense
increased in 1998 by only 3% compared to 1997.
INTEREST AND OTHER INCOME. Interest and other income decreased in 1999
by 36% compared to 1998, primarily due to a decrease in the average cash balance
between the two periods, 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. Interest and other income increased in
1998 by 26% versus 1997, primarily as a result of holding a higher percentage of
the Company's cash in Brazil, which earned higher rates of return.
CURRENCY EXCHANGE LOSS. Due to its net dollar-denominated liability
position, which occurred throughout 1998 and 1999, 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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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: MARCH 30, 2000 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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