<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-Q
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED APRIL 30, 1998
[ ] 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: 0-21631
------------------------
TICKETMASTER GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
ILLINOIS 36-3597489
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
8800 SUNSET BOULEVARD, WEST HOLLYWOOD, 90069
CALIFORNIA
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
</TABLE>
(310) 360-6000
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
(NOT APPLICABLE)
(FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF CHANGED SINCE LAST
REPORT)
Indicate by check mark 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 for 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 [ ]
The number of shares outstanding of the registrant's Common Stock as of
April 30, 1998 was 26,289,740.
================================================================================
<PAGE> 2
TICKETMASTER GROUP, INC. AND SUBSIDIARIES
INDEX
<TABLE>
<CAPTION>
PAGE NO.
--------
<S> <C> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Independent Accountants' Review Report............................ 2
Condensed Consolidated Balance Sheets -- January 31, 1998 and
April 30, 1998................................................. 3
Condensed Consolidated Statements of Income -- Three months ended
April 30, 1997 and 1998........................................ 4
Condensed Consolidated Statements of Shareholders'
Equity -- January 31, 1998 and April 30, 1998.................. 5
Condensed Consolidated Statements of Cash Flows -- Three months
ended April 30, 1997 and 1998.................................. 6
Notes to Condensed Consolidated Financial Statements.............. 7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................. 10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings........................................... 15
Item 6. Exhibits and Reports on Form 8-K............................ 15
Signatures.......................................................... 16
</TABLE>
1
<PAGE> 3
INDEPENDENT ACCOUNTANTS' REVIEW REPORT
The Board of Directors
Ticketmaster Group, Inc.:
We have reviewed the accompanying condensed consolidated balance sheet of
Ticketmaster Group, Inc. and subsidiaries as of April 30, 1998, and the related
condensed consolidated statements of income, shareholders' equity and cash flows
for the three-month period ended April 30, 1998. These financial statements are
the responsibility of the Company's management. We did not make a similar review
of the condensed consolidated financial statements for the three month period
ended April 30, 1997.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data, and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, which will be performed
for the full year with the objective of expressing an opinion regarding the
financial statements taken as a whole. Accordingly, we do not express such an
opinion.
Based on our review, we are not aware of any material modifications that
should be made to the accompanying condensed consolidated financial statements
at April 30, 1998, and for the three-month period then ended for them to be in
conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of Ticketmaster Group, Inc. and
subsidiaries as of January 31, 1998, and the related consolidated statements of
income, shareholders' equity, and cash flows for the year then ended (not
presented herein) and in our report dated February 24, 1998, we expressed an
unqualified opinion on those consolidated financial statements. In our opinion,
the information set forth in the accompanying condensed consolidated balance
sheet as of January 31, 1998, is fairly stated, in all material respects, in
relation to the consolidated balance sheet from which it has been derived.
ERNST & YOUNG LLP
Los Angeles, California
June 9, 1998
2
<PAGE> 4
TICKETMASTER GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE INFORMATION)
ASSETS
<TABLE>
<CAPTION>
JANUARY 31, APRIL 30,
1998 1998
----------- -----------
(UNAUDITED)
<S> <C> <C>
Current assets:
Cash and cash equivalents................................. $ 76,323 $108,525
Accounts receivable, ticket sales......................... 23,374 19,215
Accounts receivable, other................................ 14,448 14,783
Inventory................................................. 4,813 3,517
Prepaid expenses and other current assets................. 11,471 16,522
-------- --------
Total current assets.............................. 130,429 162,562
Property, equipment and leasehold improvements, net......... 45,419 45,685
Investments in and advances to affiliates................... 3,434 3,522
Cost in excess of net assets acquired, net.................. 113,166 112,229
Purchased user agreements, net.............................. 29,850 28,548
Other assets................................................ 5,152 12,091
Deferred income taxes, net.................................. 3,428 3,478
-------- --------
$330,878 $368,115
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt......................... $ 335 $ 1,421
Accounts payable, trade................................... 11,148 14,162
Accounts payable, clients................................. 73,549 89,992
Accrued expenses.......................................... 23,325 28,969
Deferred revenue and other................................ 12,640 17,416
-------- --------
Total current liabilities......................... 120,997 151,960
Long-term debt, net of current portion...................... 158,561 157,357
Deferred rent and other..................................... 1,919 2,371
Minority interests.......................................... 493 1,824
Shareholders' equity:
Preferred stock, no par value, authorized and unissued
20,000,000 shares...................................... -- --
Common stock, no par value, authorized 80,000,000 shares,
issued and outstanding 26,057,215 and 26,289,740 shares
at January 31, and April 30, 1998, respectively........ -- --
Exchangeable, Class B common stock of a subsidiary,
non-voting, non-participating, no par value,
authorized, issued and outstanding 99,935 shares at
January 31, and April 30, 1998......................... 1,449 1,449
Additional paid-in capital................................ 147,430 151,949
Cumulative currency translation adjustment................ (2,050) (1,481)
Accumulated deficit....................................... (97,921) (97,314)
-------- --------
Total shareholders' equity........................ 48,908 54,603
-------- --------
$330,878 $368,115
======== ========
</TABLE>
See notes to condensed consolidated financial statements.
3
<PAGE> 5
TICKETMASTER GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE INFORMATION)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED APRIL 30,
-----------------------------
1997 1998
------------- -------------
<S> <C> <C>
Revenue:
Ticketing operations...................................... $ 67,392 $ 88,252
Concession control systems................................ 6,250 6,483
Publications.............................................. 2,967 3,324
Merchandising............................................. 394 520
----------- -----------
77,003 98,579
Operating costs, expenses and other items:
Ticketing operations...................................... 39,105 52,128
Ticketing selling, general and administrative............. 10,600 14,912
Concession control systems operations..................... 3,701 3,912
Concession control systems selling, general and
administrative......................................... 2,287 2,658
Publications.............................................. 4,723 4,265
Merchandising............................................. 350 466
Corporate general and administrative...................... 5,121 5,425
Depreciation.............................................. 2,233 2,898
Amortization of goodwill.................................. 1,028 1,414
Amortization of other..................................... 1,798 2,522
Equity in net income of unconsolidated affiliates......... (787) (81)
----------- -----------
Operating income.................................. 6,844 8,060
Other (Income) expenses:
Interest expense, net..................................... 2,100 2,633
Minority interests........................................ 43 (94)
Merger costs.............................................. -- 2,000
----------- -----------
Income before income taxes........................ 4,701 3,521
Income tax provision........................................ 2,820 2,914
----------- -----------
Net income................................................ $ 1,881 $ 607
=========== ===========
Basic earnings per share.................................... $ .07 $ .02
=========== ===========
Diluted earnings per share.................................. $ .07 $ .02
=========== ===========
Basic weighted average number of common shares
outstanding............................................... 25,483,402 26,273,413
=========== ===========
Diluted weighted average number of common shares
outstanding............................................... 25,483,402 27,430,141
=========== ===========
</TABLE>
See notes to condensed consolidated financial statements.
4
<PAGE> 6
TICKETMASTER GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(IN THOUSANDS, EXCEPT SHARE INFORMATION)
(UNAUDITED)
<TABLE>
<CAPTION>
(NUMBER OF SHARES) CUMULATIVE
------------------------------- ADDITIONAL CURRENCY
COMMON EXCHANGEABLE EXCHANGEABLE PAID-IN TRANSLATION ACCUMULATED
STOCK, NO PAR CLASS B, NO PAR CLASS B CAPITAL ADJUSTMENT DEFICIT
------------- --------------- ------------ ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
BALANCE AT JANUARY 31,
1998....................... 26,057,215 99,935 $1,449 $147,430 $(2,050) $(97,921)
Foreign currency translation
adjustment................. -- -- -- -- 569 --
Exercise of options.......... 232,525 -- -- 3,373 -- --
Tax benefit on stock option
gain....................... -- -- -- 1,146 -- --
Net income................... -- -- -- -- -- 607
---------- ------ ------ -------- ------- --------
BALANCE AT APRIL 30, 1998.... 26,289,740 99,935 $1,449 $151,949 $(1,481) $(97,314)
========== ====== ====== ======== ======= ========
<CAPTION>
TOTAL
SHAREHOLDERS'
EQUITY
-------------
<S> <C>
BALANCE AT JANUARY 31,
1998....................... $48,908
Foreign currency translation
adjustment................. 569
Exercise of options.......... 3,373
Tax benefit on stock option
gain....................... 1,146
Net income................... 607
-------
BALANCE AT APRIL 30, 1998.... $54,603
=======
</TABLE>
See notes to condensed consolidated financial statements.
5
<PAGE> 7
TICKETMASTER GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
APRIL 30,
-------------------
1997 1998
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net income................................................ $ 1,881 $ 607
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization.......................... 5,059 6,834
Loss (income) attributable to minority interests....... 43 (94)
Equity in income of unconsolidated affiliates.......... (787) (81)
Deferred income taxes.................................. 40 (50)
Changes in operating assets and liabilities net of
effects from purchase of Licensees' interests:
Accounts receivable, ticket sales.................... (1,769) 4,159
Accounts receivable, other........................... 152 (335)
Inventory............................................ (188) 1,296
Prepaid expenses and other current assets............ (562) (5,051)
Other assets......................................... (430) (6,966)
Accounts payable, trade.............................. (1,982) 3,014
Accounts payable, clients............................ 26,863 16,443
Accrued expenses..................................... 4,268 5,644
Deferred revenue and other........................... 2,785 4,776
Deferred rent and other.............................. (167) 452
-------- --------
Net cash provided by operating activities......... 35,206 30,648
Cash flows from investing activities:
Purchase of property, equipment and leasehold
improvements........................................... (4,913) (3,634)
Payments for investments in affiliates.................... (451) (7)
Cash distributions received from affiliates............... 525 --
Payment for acquisitions of venturers' and licensees'
interests, net of cash acquired........................ (905) (1,100)
-------- --------
Net cash used in investing activities............. (5,744) (4,741)
-------- --------
Cash flows from financing activities:
Proceeds from long-term debt.............................. 19,024 --
Reduction of long-term debt............................... (9,054) (118)
Exercise of stock options including tax benefit........... -- 4,519
Distributions (to) from minority shareholders............. (50) 1,325
-------- --------
Net cash provided by financing activities......... 9,920 5,726
-------- --------
Effect of exchange rate on cash and cash equivalents...... (56) 569
-------- --------
Net increase in cash and cash equivalents......... 39,326 32,202
Cash and cash equivalents, beginning of period.............. 60,880 76,323
-------- --------
Cash and cash equivalents, end of period.................... $100,206 $108,525
======== ========
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest............................................... $ 2,352 $ 2,345
======== ========
Income taxes........................................... $ 197 $ 833
======== ========
</TABLE>
See notes to condensed consolidated financial statements.
6
<PAGE> 8
TICKETMASTER GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(1) BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements
include the accounts of Ticketmaster Group, Inc. and subsidiaries (the
"Company") for the three months ended April 30, 1997 and 1998, and have been
prepared in accordance with generally accepted accounting principles for interim
financial information and the rules and regulations of the Securities and
Exchange Commission. The consolidated balance sheet presented herein for January
31, 1998 was derived from the Company's audited consolidated financial
statements for the fiscal year then ended. The condensed consolidated financial
statements presented herein for the three months ended April 30, 1997 and 1998
include all material adjustments (consisting of normal and recurring matters,
except for the one-time merger costs of $2.0 million related to the USA
Networks, Inc. transaction recorded during the three months ended April 30,
1998) which are, in the opinion of management, necessary for a fair presentation
of the financial position, results of operations and cash flows for such
periods. However, these results are not necessarily indicative of results for
any other interim period or for the results that may be expected for the full
year.
On February 1, 1998, the Company adopted SFAS No. 130, "Reporting
Comprehensive Income" which established reporting requirements of comprehensive
income and its components. Comprehensive income for the periods ended April 30,
1997 and 1998 was approximately $1,825,000 and $1,176,000, respectively. The
difference between comprehensive income and net income is solely attributable to
foreign currency translation adjustment.
Certain information and footnote disclosures normally included in financial
statements in accordance with generally accepted accounting principles have been
omitted pursuant to the rules and regulations of the Securities and Exchange
Commission. Management believes that the disclosures included in the
accompanying interim financial statements and footnotes are adequate to make the
information not misleading, but that they should be read in conjunction with the
consolidated financial statements and notes thereto included in the Company's
Annual Report on Form 10-K for the fiscal year ended January 31, 1998 (File No.
0-21631, to which reference is hereby made).
(2) RECLASSIFICATIONS
Certain amounts in the condensed consolidated financial statements have
been reclassified to conform to the April 30, 1998 presentation.
(3) ACQUISITIONS
All acquisitions have been accounted for under the purchase method. The
results of operations of the acquired businesses are included in the
consolidated financial statements from the dates of acquisition.
Pursuant to an Agreement of Purchase and Sale of Stock, dated as of May 13,
1997 (with effect from March 1, 1997), the Company acquired all of the issued
and outstanding shares of capital stock of its Canadian licensees for a purchase
price of Canadian $44,650,000 (approximately US $32,350,000), consisting of
approximately Canadian $22,325,000 in cash and 1,115,531 non-voting,
non-participating Class B Shares of the Company's new Canadian subsidiary
(Exchangeable Common Stock). The Class B Shares have certain protective rights
but have no rights with respect to profits or losses of the Canadian subsidiary.
Further, these shares have no redemption features other than for Ticketmaster
Group, Inc. common stock. Holders of the Class B Shares have the right at any
time, to exchange such Class B Shares for shares of the Company's Common Stock
on a one-for-one basis, subject to adjustment. In addition, the Company has the
right to require such exchange to occur at any time on or after January 1, 2001,
or earlier if certain specified events occur. This acquisition has been recorded
as a purchase transaction; accordingly, the purchase price was allocated to the
net assets acquired based on their estimated fair market values. Approximately
$6.4 million
7
<PAGE> 9
TICKETMASTER GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
was allocated to purchased user agreements; the excess of the estimated fair
value of net assets acquired amounted to approximately $19.7 million, which has
been accounted for as goodwill and is being amortized over 30 years using the
straight line method. The accompanying condensed consolidated statements of
operations include the results of operations since the effective date of the
acquisition. Upon the occurrence or satisfaction, as applicable, of certain
specified events and conditions relating to operations in Canada, the purchase
price will be increased by approximately 12.3%, payable on May 1, 1998, 50% in
cash and 50% in additional Class B Shares of the Canadian subsidiary. If
increased, the purchase price will be allocated between purchased user
agreements and goodwill.
On June 30, 1997, the Company acquired the 50% interest held by its Joint
Venture partner in Ticketmaster-Northwest for $12.8 million in cash, including
expenses. This acquisition has been recorded as a purchase transaction;
accordingly, the purchase price was allocated to the net assets acquired based
on their estimated fair market values. Approximately $1.5 million was allocated
to purchased user agreements; the excess of the estimated fair value of net
assets acquired amounted to approximately $10.6 million, which has been
accounted for as goodwill and is being amortized over 30 years using the
straight line method. The accompanying condensed consolidated statements of
operations include the results of operations since the effective date of the
acquisition.
On July 31, 1997 the Company acquired 50% of the capital stock of The
Ticket Shop Limited for a purchase price of approximately Irish L1,517,000
(approximately US $2,200,000). This acquisition has been recorded as a purchase
transaction; accordingly, the purchase price was allocated to the net assets
acquired based on their estimated fair market values. Approximately $0.8 million
was allocated to purchased user agreements; the excess of the estimated fair
value of net assets acquired amounted to approximately $1.4 million, which has
been accounted for as goodwill and is being amortized over 30 years using the
straight line method.
Also, on July 31, 1997, the Company acquired the 20% minority interest held
by its Joint Venture partner in Ticketmaster-Tennessee for $1.1 million in cash.
This acquisition has been recorded as a purchase transaction; accordingly, the
purchase price was allocated to the net assets acquired based on their estimated
fair market values. Approximately $0.3 million was allocated to purchased user
agreements; the excess of the estimated fair value of net assets acquired
amounted to approximately $0.8 million, which has been accounted for as goodwill
and is being amortized over 30 years using the straight line method.
On August 31 and December 17, 1997, the Company acquired the 33% interest
held by each of its joint venture partners in Ticketmaster-Southeast for $19.0
million in cash, resulting in a 100% ownership interest in this joint venture.
This acquisition has been recorded as a purchase transaction; accordingly, the
purchase price was allocated to the net assets acquired based on their estimated
fair market values. Approximately $4.5 million was allocated to purchased user
agreements; the excess of the estimated fair value of net assets acquired
amounted to approximately $12.3 million, which has been accounted for as
goodwill and is being amortized over 30 years using the straight line method.
The accompanying condensed consolidated statements of operations include the
results of operations since the effective dates of the acquisition.
On September 30, 1997 the Company acquired all of the equity interests of
the minority shareholders in Synchro Systems Limited (Synchro) for a purchase
price of approximately L2,000,000 (approximately US $3,300,000). This
acquisition has been recorded as a purchase transaction; accordingly, the
purchase price was allocated to the net assets acquired based on their estimated
fair market values. The excess of the estimated fair value of net assets
acquired amounted to approximately $0.9 million, which has been accounted for as
goodwill and is being amortized over 30 years using the straight line method.
On January 2, 1998, the Company acquired 100% of the capital stock of
Distributed System Architects Inc., ("DSA") which provides software and service
products for automated ticketing systems, for a purchase
8
<PAGE> 10
TICKETMASTER GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
price of $8.0 million. This acquisition has been recorded as a purchase
transaction; accordingly, the purchase price was allocated to the net assets
acquired based on their estimated fair market values. The excess of the
estimated fair value of net assets acquired amounted to approximately $7.9
million, which has been accounted for as goodwill and is being amortized over 15
years using the straight line method.
On March 13, 1998, the Company and the majority owner of its Mexican
licensee, Corporacion Interamericana de Entretenimiento, S.A. de C.V. ("CIE"),
entered into a series of agreements designed to jointly market and operate the
Company's trademark in Mexico and Central and South America. Pursuant to the
terms of these agreements, the Company received an additional equity interest it
its Mexican licensee of 22.99% (resulting in an aggregate ownership interest of
49.99%) and agreed that the Company will have a 50.01% interest in and serve as
the manager of each operating entity organized in Central and South America.
(4) SUBSEQUENT EVENTS
On May 1, 1998, the Company acquired 66% of the capital stock of MC France
for a purchase price of $10.1 million French Francs (approximately US $1.7
million).
Also, on May 1, 1998, based upon the occurrence of certain specified
events, the Canadian purchase price was increased by approximately 12.3%
resulting in the issuance of an additional 137,411 Class B Shares of the
Canadian subsidiary, and a concurrent exchange of such Class B Shares for shares
of the Company's Common Stock on a one-for-one basis, and approximately $2.1
million in cash.
9
<PAGE> 11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
The Company has made forward-looking statements in this document that are
subject to risks and uncertainties. Forward-looking statements include
information concerning possible or assumed future results of operations, and
include statements preceded by, followed by or that otherwise include the words
"believes," "expects," "anticipates," "intends," "estimates" or similar
expressions. For those statements, the Company claims the protection of the safe
harbor for forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995. The following important factors, in addition to
those discussed elsewhere in this document and in the documents which are
incorporated by reference, and in other public filings, press releases and
discussions with Company's management, could affect the future results and could
cause these results to differ materially from those expressed in the Company's
forward-looking statements: material adverse changes in economic conditions
generally or in the markets served by the Company; material changes in
inflation; future regulatory and legislative actions affecting the Company's
industry; competition from others; product demand and market acceptance; the
ability to protect proprietary information and technology or to obtain necessary
licenses on commercially reasonable terms; the ability to expand into and
successfully operate in foreign markets; and obtaining and retaining skilled
workers.
GENERAL
The Company's Managed Businesses are comprised of the Consolidated
Businesses (i.e. its wholly and majority owned subsidiaries) together with the
Unconsolidated Businesses (i.e. those subsidiaries in which the Company
maintains a minority interest). The Company seeks to optimize the performance of
each of the Managed Businesses regardless of its percentage ownership. The
Company provides the same scope of ticket inventory control and management,
distribution and dedicated marketing and support services to its Unconsolidated
Businesses as it does to its Consolidated Businesses. Consequently, certain
aspects of the performance of the Managed Businesses are better understood by
measuring their performance as a whole without regard to the Company's ownership
interest. Where relevant, certain aspects of the performance of the Managed
Businesses are also discussed with regard to the Consolidated Businesses and
Unconsolidated Businesses separately.
During fiscal 1998, the Company made several acquisitions of third party
interests in certain of the Company's joint ventures and licensees. Comparisons
of results of operations have been significantly affected by these acquisitions.
All discussion included herein calculates the percentage changes using
actual dollar amounts, versus rounded dollar amounts.
10
<PAGE> 12
RESULTS OF OPERATIONS
FOR THE QUARTER ENDED APRIL 30, 1998 COMPARED WITH THE QUARTER ENDED APRIL
30, 1997
The following table sets forth unaudited operating results for the
Consolidated Businesses and the Unconsolidated Businesses, collectively, the
Managed Businesses. The amounts shown for the Unconsolidated Businesses
represent the full balance for each line item and do not give effect to the
joint venture ownership interests held by entities other than the Company.
<TABLE>
<CAPTION>
THREE MONTHS ENDED APRIL 30, 1997 THREE MONTHS ENDED APRIL 30, 1998
------------------------------------------- -------------------------------------------
TOTAL TOTAL
CONSOLIDATED UNCONSOLIDATED MANAGED CONSOLIDATED UNCONSOLIDATED MANAGED
BUSINESSES(1) BUSINESSES(2) BUSINESSES BUSINESSES(1) BUSINESSES(2) BUSINESSES
------------- -------------- ---------- ------------- -------------- ----------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Revenues:
Ticketing operations......... $ 67,392 $ 8,984 $ 76,376 $ 88,252 $ 5,493 $ 93,745
Concession control systems... 6,250 -- 6,250 6,483 -- 6,483
Publications................. 2,967 -- 2,967 3,324 22 3,346
Merchandising................ 394 -- 394 520 -- 520
-------- ------- -------- -------- ------- --------
Total revenues........ 77,003 8,984 85,987 98,579 5,515 104,094
Operating costs:
Ticketing operations......... 39,105 4,848 43,953 52,128 2,921 55,049
Ticketing selling, general
and administrative......... 10,600 1,728 12,328 14,912 2,227 17,139
Concession control systems
operations................. 3,701 -- 3,701 3,912 -- 3,912
Concession control systems
selling, general and
administrative............. 2,287 -- 2,287 2,658 -- 2,658
Publications................. 4,723 -- 4,723 4,265 -- 4,265
Merchandising................ 350 -- 350 466 -- 466
Corporate general and
administrative............. 5,121 -- 5,121 5,425 -- 5,425
Depreciation................. 2,233 253 2,486 2,898 331 3,229
Amortization of goodwill..... 1,028 -- 1,028 1,414 -- 1,414
Amortization of other........ 1,798 457 2,255 2,522 185 2,707
-------- ------- -------- -------- ------- --------
Total operating
costs............... 70,946 7,286 78,232 90,600 5,664 96,264
-------- ------- -------- -------- ------- --------
6,057 $ 1,698 $ 7,755 7,979 $ (149) $ 7,830
======= ======== ======= ========
Equity in net income of
unconsolidated affiliates.... (787) (81)
-------- --------
Operating income............... 6,844 8,060
Interest expense and other..... 2,143 2,539
Merger costs................... -- 2,000
Income tax provision........... 2,820 2,914
-------- --------
Net income............ $ 1,881 $ 607
======== ========
Supplemental information:
EBITDA(3).................... $ 11,116 $ 2,408 $ 13,524 $ 14,813 $ 367 $ 15,180
======== ======= ======== ======== ======= ========
Attributable EBITDA(4)....... $ 12,201 $ 15,010
======== ========
Net cash provided by (used
in) operating activities... $ 35,206 $ 4,976 $ 40,182 $ 30,648 $(4,901) $ 25,747
======== ======= ======== ======== ======= ========
Net cash used in investing
activities................. $ (5,744) $ (876) $ (6,620) $ (4,278) $ (868) $ (5,146)
======== ======= ======== ======== ======= ========
Net cash provided by (used
in) financing activities... $ 9,920 $(1,578) $ 8,342 $ 5,726 $ 23 $ 5,749
======== ======= ======== ======== ======= ========
Number of tickets sold....... 14,808 2,756 17,564 18,403 1,263 19,666
Gross dollar value of tickets
sold....................... $464,869 $74,116 $538,985 $623,850 $32,796 $656,646
</TABLE>
11
<PAGE> 13
(1) Defined as results of operations from businesses included in the Company's
Condensed Consolidated Financial Statements included elsewhere in this Form
10-Q, which include the accounts of the Company, its wholly owned
subsidiaries and majority (greater than 50%) owned companies and joint
ventures. Investments in companies and joint ventures, in which ownership
ranges from 33 1/3% -- 50% and in which the Company exercises significant
influence over operating and financial policies, are accounted for using the
equity method.
(2) Defined as the combined results of operations from unconsolidated
businesses. Ticketmaster's ownership interest in these businesses range from
33 1/3% -- 50% and are in companies and joint ventures in which Ticketmaster
exercises significant influence over operating and financial policies, and
are accounted for under the equity method included in the Consolidated
Businesses.
(3) Defined as revenue less operating costs before interest, taxes, depreciation
and amortization, excluding (for the three months ended April 30, 1998)
one-time merger costs of $2.0 million related to the USA Networks, Inc.
transaction. Managed Business EBITDA does not represent cash flows from
operations, as defined by generally accepted accounting principles, and
should not be considered to be an alternative to net income as an indicator
of operating performance or to cash flows from operations as a measure of
liquidity. Management believes that an EBITDA presentation is an important
factor in evaluating the amount of cash available for repayment of debt,
future investments, dividends and in determining cash available for future
distributions.
(4) Defined as Ticketmaster's pro rata share in the results of its Consolidated
and Unconsolidated Businesses' revenue less operating costs before interest,
taxes, depreciation and amortization, excluding (for the three months ended
April 30, 1998) one-time merger costs of $2.0 million related to the USA
Networks, Inc. transaction. EBITDA does not represent cash flows from
operations, as defined by generally accepted accounting principles, and
should not be considered to be an alternative to net income as an indicator
of operating performance or to cash flows from operations as a measure of
liquidity. Management believes that an EBITDA presentation is an important
factor in evaluating the amount of cash available for repayment of debt,
future investments, dividends and in determining cash available for future
distributions.
CONSOLIDATED BUSINESSES
Revenues from ticketing operations increased by $20.9 million, or 31%, to
$88.3 million versus $67.4 million for the same quarter of the prior year. This
increase is attributed to an increase of 24% in the number of tickets sold (from
14.8 million to 18.4 million tickets) and an increase of 7% in the average per
ticket revenue (from $4.31 to $4.60). The increase in the number of tickets sold
and ticketing operations revenue is attributed an overall increase in events
made available for sale to the public and to the acquisition of the Company's
Canadian licensee effective March 1997 and acquisitions of joint venture
partners' interests in (and subsequent consolidation of) Ticketmaster-Northwest
in June 1997, Ticketmaster-Southeast in August 1997 and results of the
Ticketmaster-Argentina startup in November 1997 and the acquisition of Synchro
Systems in October 1997.
Ticketing operations costs increased by $13.0 million, or 33%, to $52.1
million versus $39.1 million for the same quarter of the prior year. This
increase is attributed to the increase in ticketing operations revenue, as these
costs are primarily variable in nature. Ticketing operations costs remained
relatively consistent as a percentage of ticket operations revenues, 59% current
period versus 58% prior period.
Ticketing selling, general and administrative costs increased by $4.3
million, or 41%, to $14.9 million versus $10.6 million for the same quarter of
the prior year. The increase was largely attributed to the increase in markets
serviced by Consolidated Businesses resulting from the acquisitions of the
Company's Canadian licensee and acquisitions of joint venture partners'
interests in (and subsequent consolidation of) Ticketmaster-Northwest and
Ticketmaster-Southeast and the startup of Ticketmaster-Argentina and the
acquisitions of Synchro Systems and Distributed System Architects ("DSA").
Corporate general and administrative costs increased by $0.3 million, or
6%, to $5.4 million versus $5.1 million for the same quarter of the prior year.
Much of the increase resulted from increased expense associated with growth in
administrative functions necessary to support the development of the Company's
12
<PAGE> 14
principal business. Corporate general and administrative costs decreased
slightly as a percentage of total revenues, 6% current period versus 7% prior
period. Depreciation increased by $0.7 million, or 30%, to $2.9 million versus
$2.2 million for the same quarter of the prior year. This increase is primarily
attributed to acquisitions (and subsequent consolidation) of interests
previously owned by third parties in Ticketmaster's operations in Northwest and
the Southeast and in Synchro Systems along with the acquisition of the Company's
licencee in Canada.
Amortization of goodwill increased by $0.4 million, or 38%, to $1.4 million
versus $1.0 million for the same quarter of the prior year. The increase is
primarily attributed to acquisitions (and subsequent consolidation) of interests
previously owned by third parties in Ticketmaster's operations in Canada,
Northwest and Southeast and in DSA. Other amortization increased by $0.7
million, or 40%, to $2.5 million versus $1.8 million for the same quarter of the
prior year. This increase is primarily attributed to the acquisitions (and
subsequent consolidation) of interests previously owned by third parties in
Ticketmaster's operations in Northwest and Southeast along with the acquisition
of the Company's licencee in Canada.
Consolidated interest and other expense increased by $0.4 million, or 18%,
to $2.5 million from $2.1 million for the quarter of the prior year, resulting
primarily from increased borrowing levels.
In the first quarter of fiscal 1999 the Company incurred $2.0 million of
costs related to the USA Network, Inc. transaction.
Income tax expense, measured as a percentage of pre-tax income, increased
from 60% in the first quarter of fiscal 1998 to 83% in the first quarter of
fiscal 1999. The high effective tax rate is primarily attributed to
non-deductible merger costs and non-deductible amortization resulting from
acquisitions and effective international tax rates, which are higher than those
in the U.S.
As a result of the foregoing, the Company's net income decreased by $1.3
million, or 68%, to $.6 million in the first quarter of fiscal 1999 from $1.9
million in the first quarter of fiscal 1998.
UNCONSOLIDATED BUSINESSES
Revenues from ticket operations decreased by $3.5 million, or 39%, to $5.5
million versus $9.0 million for the same quarter of the prior year. This
decrease is primarily attributed to the acquisition by the Company of its
partners' joint venture interests (and thus inclusion of operating results in
Consolidated Businesses rather than Unconsolidated Businesses) of
Ticketmaster-Northwest in June 1997 and Ticketmaster-Southeast in August 1997.
Ticketing operations costs decreased by $1.9 million, or 40%, to $2.9
million versus $4.8 million for the same quarter of the prior year, which is
consistent with the decrease in ticketing operations revenue caused by the
acquisition of certain ticketing businesses discussed above. As a percentage of
ticketing operations revenues, these expenses decreased from 54% to 53%.
Ticketing selling, general and administrative costs increased by $0.5
million, or 29%, to $2.2 million versus $1.7 million for the same quarter of the
prior year. Much of this increase resulted from increased expenses associated
with administrative functions necessary to support the formation of new domestic
and international joint venture business opportunities.
MANAGED BUSINESSES
Aggregate revenues for the Managed Businesses increased by $18.1 million,
or 21%, to $104.1 million versus $86.0 million for the same quarter of the prior
year. This increase is primarily attributed to an increase of $17.4 million, or
23%, to $93.7 million in ticketing operation revenue.
EBITDA for the Managed Businesses increased by $1.7 million, or 12%, to
$15.2 million (excluding the one time merger costs of $2.0 million related to
the USA Network, Inc. transaction) versus $13.5 million for the same quarter of
the prior year, principally as a result of an increase of $1.5 million in
ticketing operations revenue net of ticketing operations and selling, general
and administrative costs.
13
<PAGE> 15
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary sources of liquidity are cash flows from operations
and available credit under its revolving bank credit facilities. Management
believes that these sources adequately provide for its working capital, capital
expenditures and debt service needs.
Net cash provided by operating activities decreased to $30.6 million in the
quarter ended April 30, 1998 compared with $35.2 million in the quarter ended
April 30, 1997. This decrease is primarily attributed to recoupable revenue
sharing advances paid during the quarter ended April 30, 1998 to clients in
connection with multiple year contract renewals.
As of April 30, 1998, the Company had cash and cash equivalents of $37.7
million for its own account, separate from funds held in accounts on behalf of
venues and promoters, and working capital of $10.6 million.
Net cash used in investing activities was $4.7 million in the quarter ended
April 30, 1998 and is primarily attributed to capital expenditures required in
opening new markets in Northern California and South America.
Excluding the acquisitions and formations of new venture investment
activity, the Company expects its capital expenditures to approximate $10.0
million for fiscal 1999. These expenditures are designed to take advantage of
technological developments which enhance productivity and contain costs,
expansion of existing capacity and additional growth opportunities which
management determines are necessary in order to maintain the Company's
competitive position or otherwise achieve its business strategies. The Company
plans on investing some of these funds to develop new markets in the U.S.,
Australia and South America, and in developing new business opportunities,
specifically in becoming a provider of outsourced telephone-based call center
services.
Net cash provided by financing activities was $5.7 million in the quarter
ended April 30, 1998 and is primarily attributed to the exercise of stock
options.
Amounts available under the Credit Agreement are limited to the lower of
the commitment amount or a borrowing base calculated as a multiple of cash flows
as defined in the Credit Agreement. As of April 30, 1998, the Company had $142
million in outstanding bank borrowings under its $165 million revolving bank
credit line. Amounts available under the credit line decrease to $150 million as
of December 31, 1998. As of April 30, 1998, the borrowing base calculation did
not restrict the Company's availability under the Credit Agreement. The
Company's Credit Agreement contains other covenants and restrictions, as to
which the Company was in compliance at April 30, 1998.
Also as of April 30, 1998, Pacer/CATS/CCS had indebtedness of $7.5 million
outstanding under a bank term loan. Beginning July 31, 1998 principal payments
are due in monthly installments of $108,166 with the outstanding principal
balance and accrued interest due on June 30, 1999. The loan agreement is secured
by all of Pacer/CATS/CCS's assets and contains certain restrictions and
covenants, with which Pacer/CATS/CCS is in full compliance.
The Company has negotiated modifications to the employment agreement of its
current Chief Executive Officer. These modifications become effective primarily
upon the successful completion of the USA Networks, Inc. transaction. The impact
of these modifications will be recorded during the second quarter of fiscal
1999.
The Company anticipates that funds from operations and from its bank
lending facilities will be sufficient to meet its working capital, capital
expenditure and debt service requirements through the expiration of the Credit
Agreement (December 31, 1999) and the Pacer/CATS/CCS Credit Agreement (June 30,
1999). However, to the extent that such funds are insufficient, the Company may
need to incur additional indebtedness and/or refinance existing indebtedness.
The Company's ability to do so may be restricted by borrowing base calculations
and other financial covenants described in the Credit Agreement.
14
<PAGE> 16
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The following summarizes certain recent events that have taken place with
respect to the matters described under "Legal Proceedings" in the Company's
Annual Report filed on Form 10-K for the year ended January 31, 1998 (to which
reference is hereby made): (i) with regard to the Company's action against
Microsoft, no substantive activities have taken place since those reported in
the Company's Form 10-K; (ii) with regard to the action filed against the
Company by Ticketmaster Group Limited Partnership, the Company's licensee in
Maryland, Washington, D.C. and parts of Virginia, no substantive activities have
taken place since those reported in the Company's Form 10-K; (iii) with regard
to the award of the American Arbitration Association issued in favor of
MovieFone, Inc., Promofone, Inc. and the Teleticketing Co. LP and the related
August 4, 1997 letter from the Wembley Entities to the Ticketmaster Entities, on
June 3, 1998 Pacer/CATS/CCS was served with a petition and Order to Show Cause,
filed in the Supreme Court of the State of New York, County of New York, with
respect to the award of the Arbitrators, and pursuant to which a response is due
from Pacer/CATS/CCS on June 24, 1998; and (iv) with regard to the six purported
class action lawsuits (one of which has since been dismissed) against the
Company and certain of its current and former directors, challenging the offer
by USA Networks, Inc. to acquire the remaining shares in the Company which it
does not already own, on June 4, 1998, a consolidated Amended Class Action
Complaint was filed in the Circuit Court of Cook County, Illinois, Chancery
Division.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a)Exhibits:
11.1 Computation of Earnings Per Share
(b) Reports on Form 8-K
None.
15
<PAGE> 17
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TICKETMASTER GROUP, INC.
Date: June 12, 1998 By: /s/ PETER B. KNEPPER
--------------------------------------
Peter B. Knepper
Senior Vice President and
Chief Financial Officer
(Principal Financial and Accounting
Officer)
By: /s/ NED S. GOLDSTEIN
--------------------------------------
Ned S. Goldstein
Senior Vice President, Secretary and
General Counsel
(Duly Authorized Officer)
16
<PAGE> 1
EXHIBIT 11.1
TICKETMASTER GROUP, INC. AND SUBSIDIARIES
COMPUTATION OF NET INCOME PER SHARE
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE INFORMATION)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED APRIL 30,
----------------------------
1997 1998
------------ ------------
<S> <C> <C>
Basic weighted average number of common shares
outstanding............................................... 25,483,402 26,273,413
Common stock equivalents from outstanding stock options..... n/a 1,156,728
----------- -----------
Weighted average shares including the dilutive effect of
stock options............................................. 25,483,402 27,430,141
=========== ===========
Net income.................................................. $ 1,881 $ 607
=========== ===========
Basic earnings per share.................................... $ .07 $ .02
=========== ===========
Diluted earnings per share.................................. $ .07 $ .02
=========== ===========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
ACCOMPANYING CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF TICKETMASTER GROUP,
INC. FOR THE FISCAL QUARTER ENDED APRIL 30, 1998 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-31-1999
<PERIOD-START> FEB-01-1998
<PERIOD-END> APR-30-1998
<CASH> 108,525
<SECURITIES> 0
<RECEIVABLES> 33,998
<ALLOWANCES> 0
<INVENTORY> 3,517
<CURRENT-ASSETS> 162,562
<PP&E> 71,039
<DEPRECIATION> (25,354)
<TOTAL-ASSETS> 368,115
<CURRENT-LIABILITIES> 151,960
<BONDS> 0
1,449
0
<COMMON> 0
<OTHER-SE> 53,154
<TOTAL-LIABILITY-AND-EQUITY> 368,115
<SALES> 98,579
<TOTAL-REVENUES> 98,579
<CGS> 83,766
<TOTAL-COSTS> 83,766
<OTHER-EXPENSES> 6,753
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,633
<INCOME-PRETAX> 3,521
<INCOME-TAX> 2,914
<INCOME-CONTINUING> 607
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 607
<EPS-PRIMARY> 0.02
<EPS-DILUTED> 0.02
</TABLE>
