<PAGE>
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 January 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: 0-21943
______
FOUR MEDIA COMPANY
(Exact name of Registrant as specified in its charter)
Delaware 95-4599440
(State or other jurisdiction of (I.R.S. Employ
incorporation or organization) Identification No.)
2813 West Alameda Avenue, Burbank, CA 91505
(Address of principal executive offices) (Zip code)
818-840-7000
(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
------ ------
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes No
------ ------
APPLICABLE ONLY TO CORPORATE REGISTRANTS:
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date. 10,363,256 shares of
Common Stock, $.01 par value, as of March 16, 1999.
<PAGE>
FOUR MEDIA COMPANY
Index
PART I - FINANCIAL INFORMATION
<TABLE>
<CAPTION>
Item 1. Financial Statements Page
Number
------
<S> <C>
Consolidated Balance Sheets as of August 2, 1998
and January 31, 1999.......................................................... 4
Consolidated Statements of Operations for the Six Months ended February 1, 1998
and January 31, 1999 and the Three Months Ended February 1, 1998 and
January 31, 1999.............................................................. 5
Consolidated Statements of Cash Flows for the Six Months ended February 1, 1998
and January 31, 1999.......................................................... 6
Notes to Consolidated Financial Statements.................................... 7
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Overview...................................................................... 11
Three Months Ended January 31, 1999 Compared to
Three Months Ended February 1, 1998........................................... 12
Six Months Ended January 31, 1999 Compared to
Six Months Ended February 1, 1998............................................. 13
Liquidity and Capital Resources............................................... 14
PART II - OTHER INFORMATION
Item 1. Legal Proceedings............................................................. 16
Item 2. Changes in Securities......................................................... 16
Item 3. Defaults Upon Senior Securities............................................... 16
Item 4. Submission of Matters to a Vote of Security Holders........................... 16
Item 5. Other Information............................................................. 16
Item 6. Exhibits and Reports on Form 8-K.............................................. 16
Signatures............................................................................ 17
</TABLE>
2
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1.
FINANCIAL STATEMENTS
3
<PAGE>
FOUR MEDIA COMPANY
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
<TABLE>
<CAPTION>
August 2, January 31,
1998 1999
---------- ----------
<S> <C> <C>
ASSETS
Current assets:
Cash................................................................................. $ 3,301 $ 6,831
Trade accounts receivable, net of allowance for doubtful accounts of $1,258 and
$1,939 as of August 2, 1998 and January 31, 1999, respectively....................... 31,657 42,809
Inventory............................................................................ 1,263 1,610
Prepaid expenses and other current assets............................................ 5,624 5,270
-------- --------
Total current assets................................................................ 41,845 56,520
Property, plant and equipment, net.................................................... 124,230 153,529
Deferred taxes........................................................................ 6,572 6,572
Long-term receivable.................................................................. 3,276 1,864
Goodwill, less accumulated amortization of $529 and $1,387 as of August 2, 1998 and
January 31, 1999, respectively....................................................... 37,507 76,387
Other assets.......................................................................... 2,914 2,014
-------- --------
Total assets........................................................................ $216,344 $296,886
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt and capital lease obligations................... $ 6,184 $ 6,810
Accounts payable..................................................................... 10,781 10,146
Accrued and other liabilities........................................................ 5,980 8,093
Deferred income taxes................................................................ 1,615 1,615
-------- --------
Total current liabilities........................................................... 24,560 26,664
Long-term debt and capital lease obligations.......................................... 124,671 196,480
-------- --------
Total liabilities................................................................... 149,231 223,144
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.01 par value; 5,000,000 shares authorized, 150,000 Series A
Convertible shares issued and outstanding; liquidation preference $15,000,000....... 2 2
Common stock, $.01 par value; 50,000,000 shares authorized, 9,876,770 shares
issued and outstanding as of August 2, 1998 and 10,363,256 as of January 31,
1999................................................................................ 99 104
Additional paid-in capital........................................................... 59,577 61,702
Foreign currency translation adjustment.............................................. (1,567) (1,365)
Retained earnings.................................................................... 9,002 13,299
-------- --------
Total stockholders' equity.......................................................... 67,113 73,742
-------- --------
Total liabilities and stockholders' equity.......................................... $216,344 $296,886
======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
4
<PAGE>
FOUR MEDIA COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
<TABLE>
<CAPTION>
Six Months Ended Three Months Ended
------------------------- -------------------------
February 1, January 31, February 1, January 31,
1998 1999 1998 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Revenues:
Manufacturing and distribution......... $16,607 $22,024 $ 8,478 $10,702
Broadcast and syndication.............. 11,084 11,068 5,502 5,737
Television............................. 25,422 62,043 12,768 30,459
Film and animation..................... 2,802 2,294 1,901 982
------- ------- ------- -------
Total revenues...................... 55,915 97,429 28,649 47,880
------- ------- ------- -------
Cost of services:
Personnel.............................. 22,274 36,591 11,117 18,035
Material............................... 4,579 5,574 2,325 2,488
Facilities............................. 2,882 4,958 1,466 2,486
Other.................................. 6,653 9,888 3,740 4,613
------- ------- ------- -------
Total cost of services.............. 36,388 57,011 18,648 27,622
------- ------- ------- -------
Gross profit...................... 19,527 40,418 10,001 20,258
------- ------- ------- -------
Operating expenses:
Sales, general and administrative...... 7,749 16,174 3,812 7,875
Depreciation and amortization.......... 7,983 12,691 3,967 6,335
------- ------- ------- -------
Total operating expenses............ 15,732 28,865 7,779 14,210
------- ------- ------- -------
Income from operations............ 3,795 11,553 2,222 6,048
Interest expense, net................... 2,877 7,256 1,529 3,735
------- ------- ------- -------
Income before income tax.......... 918 4,297 693 2,313
Provision for income tax................ -- -- -- --
------- ------- ------- -------
Net income........................ $ 918 $ 4,297 $ 693 $ 2,313
======= ======= ======= =======
Earnings per common share:
Basic.................................. $ 0.10 $ 0.42 $ 0.07 $ 0.22
======= ======= ======= =======
Diluted................................ 0.09 0.35 0.07 0.19
======= ======= ======= =======
Weighted average common and common
equivalent shares outstanding:
Basic.................................. 9,553 10,283 9,553 10,363
======= ======= ======= =======
Diluted................................ 10,183 12,362 10,196 12,450
======= ======= ======= =======
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
5
<PAGE>
FOUR MEDIA COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
<TABLE>
<CAPTION>
Six Months Ended
----------------------------
February 1, January 31,
1998 1999
------------- ------------
<S> <C> <C>
Cash flows from operating activities:
Net income................................................................. $ 918 $ 4,297
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization............................................. 7,983 12,691
Provision for doubtful accounts........................................... 219 531
Changes in operating assets and liabilities:
Trade and long term receivables......................................... (5,981) (3,914)
Inventory............................................................... (232) (95)
Prepaid expenses and other current assets............................... (210) 1,447
Accounts payable........................................................ (1,287) (3,633)
Accrued and other liabilities........................................... (2,540) (2,366)
-------- --------
Net cash (used in) provided by operating activities.................... (1,130) 8,958
Cash flows from investing activities:
Purchases of property, plant and equipment................................. (16,111) (15,299)
Acquisition of business, net of cash acquired.............................. -- (42,991)
-------- --------
Net cash used in investing activities.................................. (16,111) (58,290)
Cash flows from financing activities:
Repayments of mortgage loans............................................... -- (57)
Proceeds from term loans................................................... 8,100 45,000
Repayments of term loans................................................... -- (375)
Proceeds from revolving credit facility.................................... 3,928 29,000
Proceeds from equipment notes.............................................. 5,599 --
Repayment of equipment notes and capital lease obligations................. (5,321) (20,682)
-------- --------
Net cash provided by financing activities.............................. 12,306 52,886
Effect of exchange rate changes on cash..................................... (427) (24)
-------- --------
Net (decrease) increase in cash............................................. (5,362) 3,530
Cash at beginning of period................................................. 6,089 3,301
-------- --------
Cash at end of period....................................................... $ 727 $ 6,831
======== ========
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest.................................................................. $ 2,877 $ 6,286
Non cash investing and financing activities:
Capital lease obligations incurred........................................ $ 9,050 $ --
Stock issued in connection with Encore acquisition........................ $ -- $ 2,131
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
6
<PAGE>
FOUR MEDIA COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Business, Organization and Basis of Presentation
Four Media Company (the "Company") is a provider of technical and creative
services to owners, producers and distributors of television programming,
feature films and other entertainment content. The Company's services integrate
and apply a variety of systems and processes to enhance the creation and
distribution of entertainment content.
While the Company believes that it operates in one business segment, which
is providing services to the entertainment industry, the Company has organized
its activities into four divisions: manufacturing and distribution, broadcast
and syndication, television, and film and animation services. The manufacturing
and distribution division, located in Burbank, Universal City, and San
Francisco, California, manages, formats and distributes content worldwide. The
broadcast and syndication division, located in Burbank and the Republic of
Singapore, assembles and distributes television programming via satellite to
viewers in the United States, Canada and Asia. The television division, located
in Burbank, Hollywood, Universal City, Santa Monica, and San Francisco,
California, assembles film or video principal photography into a form suitable
for network, syndicated, cable or foreign television. The film and animation
division, located in Santa Monica, digitally creates and manipulates images in
high-resolution formats for use in feature films.
Organization. On February 2, 1998, the Company acquired all the outstanding
shares of capital stock of Visualize d/b/a Pacific Ocean Post ("POP"). The
purchase price of the transaction was $30.1 million, of which $25.4 million was
paid in cash, $1.2 million was represented by promissory notes, and $3.5 million
represented transaction costs.
On May 4, 1998, the Company, through its wholly owned subsidiary VSDD
Acquisition Corp., acquired all of the outstanding ownership interests in
Symphonic Video LLC and Digital Doctors LLC from their parent companies Video
Symphony, Inc. and Digital Doctors, Inc. (collectively "VSI"). In this
transaction, the Company effectively acquired all of the operations of VSI. The
purchase price of the transaction was $3.3 million, of which $3.1 million was
paid in the Company's common stock and $0.2 million represented transaction
costs.
On September 18, 1998, the Company acquired all the outstanding shares of
capital stock of MSCL, Inc. ("Encore") and the real estate occupied by Encore.
The purchase price of the transaction was approximately $46.0 million. This
amount includes $41.9 million paid in cash to the Encore shareholders (including
$11.2 million for the purchase of real estate), $2.0 million in estimated
transaction costs, and the issuance of 486,486 shares of Company common stock
valued at $4.38 per share.
The following unaudited pro forma summary combines the consolidated results
of operations of the Company, POP, VSI and Encore as if the acquisitions had
occurred at the beginning of fiscal 1998 after giving effect to certain
adjustments, including amortization of goodwill, revised depreciation based on
estimated fair market values, utilization of net operating losses, revised
interest expense based on the terms of the acquisition debt and elimination of
certain acquisition related costs. The pro forma summary does not necessarily
reflect the results of operations as they would have been if the Company and
POP, VSI and Encore had constituted a single entity during such periods (in
thousands):
<TABLE>
<CAPTION>
Six Months Ended
February 1, 1998 January 31, 1999
---------------- ----------------
<S> <C> <C>
Revenues...................... $108,949 $101,552
Net income.................... 6,148 4,502
Earnings per common share
Basic.................... $ 0.59 $ 0.43
Diluted.................. 0.56 0.36
</TABLE>
7
<PAGE>
FOUR MEDIA COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Business, Organization and Basis of Presentation (continued)
Basis of Presentation. The accompanying consolidated financial statements
of Four Media Company and its subsidiaries as of August 2, 1998 and January 31,
1999 and for the six and three month periods ended February 1, 1998 and January
31, 1999 have been prepared in accordance with generally accepted accounting
principles and with the instructions to Form 10-Q and Article 10 of Regulation
S-X. The balance sheet at August 2, 1998 was derived from audited financial
statements included in the Company's Form 10-K. The financial statements at
January 31, 1999 and for the six and three month periods ended February 1, 1998
and January 31, 1999 have not been audited by independent accountants, but
include all adjustments (consisting of normal recurring adjustments) which are,
in management's opinion, necessary for a fair presentation of the financial
condition, 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 full year.
Certain information and footnote disclosures normally included in financial
statements in accordance with generally accepted accounting principles have been
omitted pursuant to requirements 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 should be read in conjunction with the consolidated financial
statements and notes thereto included in the Company's 1998 Form 10-K.
The accompanying financial statements as of August 2, 1998 and for the six
and three months ended February 1, 1998 and January 31, 1999 are presented on a
consolidated basis and include the accounts of Four Media Company and its wholly
owned subsidiaries 4MC-Burbank, Inc., Digital Magic Company, Four Media Company
Asia PTE Ltd, Anderson Video Company, Co3, Visualize (dba POP), POP Animation,
VSDD Acquisition Corp. and MSCL, Inc. (dba Encore). All material inter-company
accounts and transactions have been eliminated in consolidation.
2. Earnings Per Share
Effective with the period ended February 1, 1998, the Company adopted the
earnings per share calculation and disclosure requirements of SFAS No. 128,
"Earnings per Share". The table below demonstrates the earnings per share
calculations for the periods presented in thousands except per share data.
<TABLE>
<CAPTION>
Six Months Ended Six Months Ended
February 1, 1998 January 31, 1999
Income Shares Per Share Income Shares Per Share
(Numerator) (Denominator) Amount (Numerator) (Denominator) Amount
<S> <C> <C> <C> <C> <C> <C>
Net income............................ $918 $4,297 -
Basic EPS............................. 918 9,553 $0.10 4,297 10,283 $0.42
===== =====
Effects of Dilutive Securities:
Options and convertible preferred
stock................................ - 630 - 2,070
---- ------ ------ ------
Diluted EPS........................... $918 10,183 $0.09 $4,297 12,362 $0.35
==== ====== ===== ====== ====== =====
Options omitted....................... 700 1,210
====== ======
</TABLE>
8
<PAGE>
FOUR MEDIA COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2. Earnings Per Share (continued)
<TABLE>
<CAPTION>
Three Months Ended Three Months Ended
February 1, 1998 January 31, 1999
Income Shares Per Share Income Shares Per Share
(Numerator) (Denominator) Amount (Numerator) (Denominator) Amount
<S> <C> <C> <C> <C> <C> <C>
Net................................... $693 - $2,313 -
Basic EPS............................. 693 9,553 $0.07 2,313 10,363 $0.22
===== =====
Effects of Dilutive Securities:
Options and convertible preferred..... - 643 - 2,087
stock................................ ---- ------ ------ ------
Diluted EPS........................... $693 10,196 $0.07 $2,313 12,450 $0.19
==== ====== ===== ====== ====== =====
Options omitted....................... 885 1,210
====== ======
</TABLE>
Certain options were omitted in 1998 and 1999 because the exercise prices
(between $7 and $10) exceeded the average price during the periods.
3. Comprehensive Income
In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive Income
(SFAS No. 130"). The Company adopted SFAS No. 130 beginning in the first quarter
of fiscal 1999. Comprehensive income is defined as all changes in shareholders'
equity, except those resulting from investments by or distributions to
shareholders. The Company's comprehensive income is as follows (in thousands):
<TABLE>
<CAPTION>
Six Months Ended Three Months Ended
-------------------------- ---------------------------
February 1, January 31, February 1, January 31,
1998 1999 1998 1999
<S> <C> <C> <C> <C>
Net income....................... $ 918 $4,297 $ 693 2,313
Foreign currency translation
Adjustments................. (961) 202 (476) (305)
----- ------ ----- ------
Comprehensive income (loss)...... $ (43) $4,499 $ 217 $2,008
===== ====== ===== ======
</TABLE>
4. Definitive Agreement with Warburg, Pincus Equity Partners, L.P.
In January 1999, the Company signed a definitive agreement with Warburg,
Pincus Equity Partners, L.P. and certain affiliates ("Warburg, Pincus") in which
Warburg, Pincus will acquire 10.2 million shares of the Company's common stock,
comprised of both newly issued shares and existing shares, for approximately
$80.0 million. Under the terms of the Agreement, Warburg, Pincus will acquire
3.1 million of the outstanding shares currently held by Technical Services
Partners, L.P., ("TSP"), a limited partnership controlled by Steinhardt
Management Company, Inc., for approximately $23.4 million. In addition, Warburg,
Pincus will acquire approximately 6.6 million common shares from the Company for
$52.7 million and will receive a warrant to purchase 1.1 million shares with an
exercise price of $15.00 per share. An additional 498,000 shares will be
purchased for approximately $4.0 million from the Company's founders, who have
agreed to enter into new long-term employment contracts and who will continue to
have a significant equity interest in the Company. Concurrently with the closing
of the transaction, the holder of all outstanding shares of the Company's
preferred stock has agreed to convert all of its preferred shares into 2,250,000
shares of common stock. Proceeds from the new equity investment will be used to
enhance the Company's ability to serve and support customers in the process of
creating and distributing entertainment programming and to continue to make
strategic acquisitions. The transaction is subject to shareholder, regulatory,
and bank approval, and is expected to be completed during the third quarter of
fiscal 1999.
9
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
10
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following should be read in conjunction with the Consolidated Financial
Statements and Notes thereto appearing elsewhere in this Form 10-Q and within
the Company's Form 10-K dated August 2, 1998. When used in the following
discussion, the words "believes", "anticipates", "intends", "expects" and
similar expressions are intended to identify forward-looking statements. Such
statements are subject to certain risks and uncertainties which could cause
actual results to differ materially from those projected. Readers are cautioned
not to place undue reliance on forward-looking statements, which speak only as
of the date hereof.
Overview
The Company is a leading provider of technical and creative services to
owners, producers and distributors of television programming, feature films and
other entertainment content. The Company's services integrate and apply a
variety of systems and processes to enhance the creation and distribution of
entertainment content. The Company seeks to capitalize on domestic and
international growth in demand for original entertainment content as well as
from the exploitation of existing television and film libraries without taking
production or ownership risk with respect to any specific television program,
feature film or other content.
While the Company believes that it operates in one business segment, which
is providing services to the entertainment industry, the Company has organized
its activities into four divisions: manufacturing and distribution, broadcast
and syndication, television and film and animation services. The manufacturing
and distribution division, located in Burbank, Universal City, and San
Francisco, California, manages, formats and distributes content worldwide. The
broadcast and syndication division, located in Burbank and the Republic of
Singapore, assembles and distributes television programming via satellite to
viewers in the United States, Canada and Asia. The television division, located
in Burbank, Hollywood, Universal City, Santa Monica, and San Francisco,
California, assembles film or video principal photography into a form suitable
for network, syndicated, cable or foreign television. The film and animation
division, located in Santa Monica, digitally creates and manipulates images in
high-resolution formats for use in feature films.
The Company believes that EBITDA is an important measure of its financial
performance. "EBITDA" is defined as earnings before interest, taxes,
depreciation and amortization, excluding gains and losses on asset sales and
nonrecurring charges. The Company's investments in new infrastructure, machine
capacity and technology have produced a relatively high depreciation expense and
will remain a significant non-cash charge to earnings. It is the Company's
policy to depreciate equipment and other capitalized items over a period of
three to seven years. EBITDA is calculated before depreciation and amortization
charges and, in businesses with significant non-cash expenses, is widely used as
a measure of cash flow available to pay interest, repay debt, make acquisitions
or invest in capital equipment and new technologies. As a result, the Company
intends to report EBITDA as a measure of financial performance. EBITDA does not
represent cash generated from operating activities in accordance with generally
accepted accounting principles ("GAAP") and should not be considered in
isolation or as a substitute for other measures of performance prepared in
accordance with GAAP. EBITDA does not reflect that portion of the Company's
capital expenditures which may be required to maintain the Company's market
share, revenues and leadership position in its industry. Moreover, not all
EBITDA will be available to pay interest or repay debt. The Company's
presentation of EBITDA may not be comparable to similarly titled measures
reported by other companies.
11
<PAGE>
Three Months Ended January 31, 1999 Compared To Three Months Ended February 1,
1998.
Revenues. Total revenues for the three months ended January 31, 1999
increased 67.5% to $47.9 million compared to $28.6 million for the three months
ended February 1, 1998. The revenue increase was attributable primarily to the
factors set forth below.
Manufacturing and distribution revenues for the three months ended January
31, 1999 increased 25.9% to $10.7 million compared to $8.5 million for the three
months ended February 1, 1998. The major components of this increase include
increased professional duplication revenues ($1.8 million) and laboratory
revenues ($0.4 million). Of the total increase, $1.4 million relates to the
acquisition of Encore in September 1998.
Broadcast and syndication revenues for the three months ended January 31,
1999 increased 3.6% to $5.7 million compared to $5.5 million for the three
months ended February 1, 1998. This increase is attributed to revenues
recognized by the Company's Singapore operation for broadcast services provided
to Nickelodeon beginning in November 1998.
Television revenues for the three months ended January 31, 1999 increased
138.3% to $30.5 million compared to $12.8 million for the three months ended
February 1, 1998. The major components of this increase include increased sound
revenues ($2.2 million), telecine revenues ($4.9 million), editorial revenues
($5.8 million), visual effects revenues ($3.2 million), and duplication revenues
($1.6 million). These revenue increases are primarily attributable to the
addition of the sound editorial department ($0.6 million), POP acquired in
February 1998 ($5.1 million), VSI acquired in May 1998 ($1.4 million), and
Encore acquired in September 1998 ($9.9 million).
Film and animation revenues for the three months ended January 31, 1999
decreased 47.4% to $1.0 million compared to $1.9 million for the three months
ended February 1, 1998. This decrease is the result of a decline in the number
of feature film projects currently in the marketplace due to a delay by the
major studios in approving new production on large budget action and effects
feature films.
Gross Profit. Gross profit for the three months ended January 31, 1999
increased 103.0% to $20.3 million (42.3% of revenues) compared to $10.0 million
(34.9% of revenues) for the three months ended February 1, 1998. The increase
of 7.4% in the Company's gross profit as a percent of revenues was attributable
to a 1.1% reduction in personnel costs, a 2.9% reduction in material costs, and
a 3.4% reduction in outside service costs as a percentage of revenues. These
reductions are the result of the Company's continued ability to leverage its
existing cost structure to operate its expanded operations.
Sales, General, and Administrative Expenses. Sales, general, and
administrative expenses for the three months ended January 31, 1999 increased
107.9% to $7.9 million (16.5% of revenues) compared to $3.8 million (13.3% of
revenues) for the three months ended February 1, 1998. The increase of 3.2% as
a percent of revenues was attributable to increased overhead costs associated
with the Encore acquisition.
Depreciation and Amortization Expenses. Depreciation and amortization
expenses for the three months ended January 31, 1999 increased 57.5% to $6.3
million compared to $4.0 million for the three months ended February 1, 1998.
This increase was primarily the result of capital expenditures added during
fiscal 1998, the acquisition of the equipment of POP, VSI, and Encore in
February 1998, May 1998, and September 1998, respectively, and the amortization
of goodwill recorded as a result of the POP, VSI, and Encore acquisitions.
Interest Expense. Interest expense for the three months ended January 31,
1999 increased 146.7% to $3.7 million compared to $1.5 million for the three
months ended February 1, 1998. This increase was attributable to additional
long term borrowings incurred by the Company to fund the POP and Encore
acquisitions in February 1998 and September 1998, respectively, pay loan fees
and other costs associated with the Company's debt refinancing, which occurred
in February 1998, and to fund capital expenditures in fiscal 1998 and fiscal
1999.
Earnings Before Interest, Taxes, Depreciation, and Amortization. EBITDA
for the three months ended January 31, 1999 increased 100.0% to $12.4 million
compared to $6.2 million for the three months ended February 1, 1998. The
increase in EBITDA results from an increase in revenues and gross profit offset
by an increase in selling, general, and administrative expenses. The increase
in EBITDA includes EBITDA contributed by POP ($0.4 million), VSI ($0.6 million),
and Encore ($2.7 million).
12
<PAGE>
Six Months Ended January 31, 1999 Compared To Six Months Ended February 1, 1998.
Revenues. Total revenues for the six months ended January 31, 1999
increased 74.2% to $97.4 million compared to $55.9 million for the six months
ended February 1, 1998. The revenue increase was attributable primarily to the
factors set forth below.
Manufacturing and distribution revenues for the six months ended January
31, 1999 increased 32.5% to $22.0 million compared to $16.6 million for the six
months ended February 1, 1998. The major components of this increase include
increased professional duplication revenues ($4.7 million), and laboratory
revenues ($0.7 million). Of the total increase, $2.9 million relates to the
acquisition of Encore in September 1998.
Broadcast and syndication revenues was $11.1 million for both the six
months ended January 31, 1999 the six months ended February 1, 1998. Revenues
from the Company's Singapore operation increased 6.3% due broadcast services
provided to Nickelodeon beginning in November 1998. Such increase is offset by
translation losses caused by the devaluation of the Singapore dollar.
Television revenues for the six months ended January 31, 1999 increased
144.1 % to $62.0 million compared to $25.4 million for the six months ended
February 1, 1998. The major components of this increase include increased sound
revenues ($5.1 million), telecine revenues ($10.0 million), editorial revenues
($10.7 million), visual effects revenues ($7.6 million), and duplication
revenues ($3.2 million). These revenue increases are primarily attributable to
the addition of the sound editorial department ($1.1 million), POP acquired in
February 1998 ($11.7 million), VSI acquired in May 1998 ($3.2 million), and
Encore acquired in September 1998 ($18.3 million).
Film and animation revenues for the six months ended January 31, 1999
decreased 17.9% to $2.3 million compared to $2.8 million for the six months
ended February 1, 1998. This decrease is the result of a decline in the number
of feature film projects currently in the marketplace due to a delay by the
major studios in approving new production on large budget action and effects
feature films.
Gross Profit. Gross profit for the six months ended January 31, 1999
increased 107.2% to $40.4 million (41.5% of revenues) compared to $19.5 million
(34.9% of revenues) for the six months ended February 1, 1998. The increase of
6.6% in the Company's gross profit as a percent of revenues was attributable to
a 2.3% reduction in personnel costs, a 2.5% reduction in material costs, and a
1.8% reduction in outside service costs as a percentage of revenues. These
reductions are the result of the Company's continued ability to leverage its
existing cost structure to operate its expanded operations.
Sales, General, and Administrative Expenses. Sales, general, and
administrative expenses for the six months ended January 31, 1999 increased
110.4% to $16.2 million (16.6% of revenues) compared to $7.7 million (13.9% of
revenues) for the six months ended February 1, 1998. The increase of 2.7% as a
percent of revenues was attributable to increased overhead costs associated with
the Encore acquisition.
Depreciation and Amortization Expenses. Depreciation and amortization
expenses for the six months ended January 31, 1999 increased 58.8% to $12.7
million compared to $8.0 million for the six months ended February 1, 1998. This
increase was primarily the result of capital expenditures added during fiscal
1998, the acquisition of the equipment of POP, VSI, and Encore in February 1998,
May 1998, and September 1998, respectively, and the amortization of goodwill
recorded as a result of the POP, VSI, and Encore acquisitions.
Interest Expense. Interest expense for the six months ended January 31,
1999 increased 151.7% to $7.3 million compared to $2.9 million for the six
months ended February 1, 1998. This increase was attributable to additional
long term borrowings incurred by the Company to fund the POP and Encore
acquisitions in February 1998 and September 1998, respectively, pay loan fees
and other costs associated with the Company's debt refinancing, which occurred
in February 1998, and to fund capital expenditures in fiscal 1998 and fiscal
1999.
Earnings Before Interest, Taxes, Depreciation, and Amortization. EBITDA
for the six months ended January 31, 1999 increased 105.1% to $24.2 million
compared to $11.8 million for the six months ended February 1, 1998. The
increase in EBITDA results from an increase in revenues and gross profit offset
by an increase in selling, general, and administrative expenses. The increase
in EBITDA includes EBITDA contributed by POP ($0.9 million), VSI ($1.5 million),
and Encore ($5.6 million).
13
<PAGE>
Liquidity and Capital Resources
Net Cash Provided by (Used in) Operating Activities. The Company's net
cash provided by (used in) operating activities was $9.0 million for the six
months ended January 31, 1999 compared to $(1.1) million for the six months
ended February 1, 1998. The increase was primarily attributable to the increase
in income before depreciation and amortization for the six months ended January
31, 1999.
Net Cash Provided by Financing Activities. The Company's net cash provided
by financing activities was $52.9 million for the six months ended January 31,
1999 compared to $12.3 million for the six months ended February 1, 1998.
During the six month period ended January 31, 1999, the Company borrowed an
additional $74.0 million under its existing credit facility. These funds were
used to fund the Encore acquisition (including the repayment of most of Encore's
outstanding debt), and for working capital purposes.
The Company believes that the cash flow from operations, combined with the
funds anticipated from the Warburg, Pincus transaction and the Company's
borrowing capabilities, will be sufficient to meet its anticipated working
capital and capital expenditure requirements through the end of 1999.
Year 2000 Compliance Issue
State of Readiness. The Company is currently working to resolve the
potential impact of the Year 2000 problem on its computer systems and
computerized equipment. The Year 2000 problem is a result of computer programs
having been written using two rather than four digits to identify an applicable
year. Any information technology systems that have time-sensitive software may
recognize a date using "00" as the year 1900 rather than the year 2000. The
problem also extends to non-information technology systems that rely on embedded
chip systems.
The Company has divided the Year 2000 readiness task by the following
functional areas: IT infrastructure, business systems, operational systems,
facilities, and business partners. IT infrastructure includes the Company's
wide area networks, local area networks, servers, desktop computers, and
telephone systems. Business systems include mainframe and midrange computer
hardware and applications. Operational systems include equipment used for the
Company's day-to-day operations in the post-production business including
telecine machines, satellite broadcasting systems, editing and graphics
equipment. Facilities include fire, life, and safety equipment, elevators,
alarm systems, and environmental monitoring equipment. Business partners
include suppliers and vendors, financial institutions, benefit providers,
payroll services, and customers. The Company has appointed a task force chaired
by its chief technology officer and coordinated by its information systems
manager. Representatives of each of the Company's divisions are included on the
task force, as well as an attorney from its legal department.
The Company has developed a four phase approach to resolving the Year 2000
issues that are reasonably within its control. The program is being addressed
separately by each of the five functional Year 2000 areas of the Company. The
four phases of the program include inventory, assessment, remediation and
testing, and implementation. The inventory phase consists of a company wide
inventory of computer hardware, software, business applications, and operational
and facilities equipment. The inventory is then used to generate a master
assessment list and identify equipment vendors. The assessment phase consists
of identifying at-risk systems and products and ranking the products by
criticality to the business. Each product is then assigned to a task force
member to determine whether the product is in compliance and, if not, whether
the system should be upgraded or replaced. The remediation and testing phase
consists of developing a project plan, defining and implementing steps required
to bring the systems or products into compliance, defining a test plan to verify
compliance, and documenting the test results. The final phase is implementing
remediation on systems and products company wide.
The Company has been in the process of analyzing and upgrading its
information technology ("IT") systems (i.e., its IT infrastructure and business
systems) since early 1998, including upgrading all of its PC hardware, operating
systems, and office automation software. With respect to the remaining IT
systems, the Company has completed its inventory phase and anticipates
completion of its assessment and testing phases by March 31, 1999. With respect
to non-IT systems, including operational systems and facilities systems, the
Company has completed its inventory phase and anticipates completion of the
assessment phase by March 31, 1999.
14
<PAGE>
The Company anticipates completion of all phases of its compliance program in
both IT and non-IT systems by the end of the third quarter of 1999.
Third Parties. Like every other business, the Company is at risk from
potential Year 2000 failures on the part of its major business counterparts,
including suppliers, vendors, financial institutions, benefit providers, payroll
services, and clients, as well as potential failures in public and private
infrastructure services, including electricity, water, transportation, and
communications. The Company has initiated communications with significant third
party businesses to assess their efforts in addressing Year 2000 issues and is
in the process of determining the Company's vulnerability if these third parties
fail to remediate their Year 2000 problems. There can be no guarantee that the
systems of third parties will be timely remediated, or that such parties'
failure to remediate Year 2000 issues would not have a material adverse effect
on the Company.
Costs. Costs incurred to date in addressing the Year 2000 issue have not
been material and are being funded through operating cash flows. The Company
anticipates that it may incur significant costs associated with replacing non-
compliant systems and equipment. In addition, the Company anticipates that it
will incur additional costs in the form of redeployment of internal resources
from other activities. The Company does not expect these redeployments to have
a material adverse effect on other ongoing business operations of the Company.
Based upon the information currently available to the Company, costs associated
with addressing the Year 2000 issue are expected to be between $250,000 to
$500,000.
Risks. System failures resulting from the Year 2000 problem could
potentially affect operations and financial results in all aspects of the
Company's business. For example, failures could affect all aspects of the
Company's television, film and animation, manufacturing and distribution, and
broadcast and syndication operations, as well as inventory records, payroll
operations, security, billing, and collections. At this time the Company
believes that its most likely worst case scenario involves potential disruption
in areas in which the Company's operations must rely on third parties whose
systems may not work properly after January 1, 2000. As a result of Year 2000
related failures of the Company's or third parties' systems, the Company could
suffer a reduction in its operations. Such a reduction may result in a
fluctuation in the price of the Company's common stock.
Contingency Plan. The Company does not currently have a comprehensive
contingency plan with respect to the Year 2000 problem. However, the Company
has created a task force comprised of accounting, legal, and technical employees
that is prepared to address any Year 2000 issues as they arise. The Company
will continue to develop its contingency plan during 1999 as part of its ongoing
Year 2000 compliance effort.
Foreign Exchange
Substantially all of 4MC Asia's transactions are denominated in Singapore
dollars, including its liabilities. Although 4MC Asia is not subject to foreign
exchange transaction gains or losses, its financial statements are translated
into United States dollars as part of the Company's consolidated financial
reporting. Fluctuations in the exchange rate therefore will affect the
Company's consolidated balance sheets and statements of operations. Until the
recent Asian economic difficulties the Singapore dollar had been stable relative
to the United States dollar. However, during fiscal 1998 the Singapore dollar
lost approximately 20% of its value relative to the U.S. dollar.
15
<PAGE>
PART II.
OTHER INFORMATION
<TABLE>
<CAPTION>
<S> <C> <C>
Item 1. Legal Proceedings.................................... No change
Previously reported in the Company's Annual Report
on Form 10-K (File No. [0-21943]).
Item 2. Changes in Securities................................ None
Item 3. Defaults Upon Senior Securities...................... None
Item 4. Submission of Matters to a Vote of Security Holders.. None
Item 5. Other Information.................................... None
Item 6. Exhibits and Reports on Form 8-K
</TABLE>
a. Exhibits
27. Financial Data Schedule
b. Reports on Form 8-K
1. Form 8-K-A filed December 2, 1998 relating to the
acquisition of Encore.
2. Form 8-K filed January 21, 1999 relating to the
definitive agreement with Warburg, Pincus Equity
Partners, L.P.
16
<PAGE>
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.
FOUR MEDIA COMPANY
Date: March 16, 1999 By: /s/ Robert T. Walston
-----------------------------------
Robert T. Walston,
Chief Executive Officer,
Chairman of the Board, and
Interim Chief Financial Officer
17
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CONSOLIDATED
BALANCE SHEETS AND CONSOLIDATED INCOME STATEMENTS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS
<FISCAL-YEAR-END> AUG-01-1998 AUG-01-1998
<PERIOD-START> NOV-02-1998 AUG-02-1998
<PERIOD-END> JAN-31-1999 JAN-31-1999
<CASH> 6,831 6,831
<SECURITIES> 0 0
<RECEIVABLES> 44,748 44,748
<ALLOWANCES> (1,939) (1,939)
<INVENTORY> 1,610 1,610
<CURRENT-ASSETS> 56,520 56,520
<PP&E> 211,744 211,744
<DEPRECIATION> (58,215) (58,215)
<TOTAL-ASSETS> 296,886 296,886
<CURRENT-LIABILITIES> 26,664 26,664
<BONDS> 0 0
0 0
2 2
<COMMON> 104 104
<OTHER-SE> 73,742 73,742
<TOTAL-LIABILITY-AND-EQUITY> 296,886 296,886
<SALES> 47,880 97,429
<TOTAL-REVENUES> 47,880 97,429
<CGS> 27,622 57,011
<TOTAL-COSTS> 27,622 57,011
<OTHER-EXPENSES> 14,210 28,865
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 3,735 7,256
<INCOME-PRETAX> 2,313 4,297
<INCOME-TAX> 0 0
<INCOME-CONTINUING> 2,313 4,297
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 2,313 4,297
<EPS-PRIMARY> 0.22 0.42
<EPS-DILUTED> 0.19 0.35
</TABLE>
