<PAGE>
- --------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM 8-K
---------------------
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported) April 14, 1999
---------------------
SFX ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-24017 13-3977880
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File No.) Identification No.)
650 MADISON AVENUE
16TH FLOOR
NEW YORK, NEW YORK 10022
(Address, including zip code,
of principal executive offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 838-3100
- --------------------------------------------------------------------------------
<PAGE>
SFX ENTERTAINMENT, INC.
ITEM 5. OTHER EVENTS.
This Current Report on Form 8-K is being filed for the purpose of filing
historical financial statements of certain acquired businesses and the
unaudited pro forma condensed combined financial statements of SFX
Entertainment, Inc. and its subsidiaries ("SFX" or the "Company") at and for
the year ended December 31, 1998, giving effect to certain acquisitions and
financial transactions since January 1, 1998 in each case, as more fully
described in the unaudited pro forma condensed combined financial statements
attached hereto as Exhibit 99.1 and incorporated by reference herein.
To date in 1999, SFX completed the following transactions:
EQUITY OFFERING
On February 18, 1999, SFX consummated an offering of 4,949,000 shares of
the Company's Class A Common Stock at an offering price of $55.50 per share
(the "Equity Offering") and received net proceeds of approximately $263.7
million. SFX used the proceeds to finance certain of the 1999 Acquisitions, as
described below.
1999 ACQUISITIONS
Cellar Door
On February 19, 1999, SFX purchased all of the issued and outstanding
capital stock of the Cellar Door group of companies for a purchase price of
$70.0 million in cash, 346,238 shares of SFX Class A Common Stock with a value
of $20.0 million, and $8.5 million payable in five equal annual installments
beginning on the first anniversary of the closing date. In addition, SFX issued
to the seller options to purchase 100,000 shares of Class A Common Stock. SFX
financed the acquisition with the proceeds of the Equity Offering.
Nederlander
On March 16, 1999, SFX acquired certain interests in seven venues and
other assets of Nederlander for an aggregate purchase price of approximately
$95.6 million in cash. The agreement relating to the venues in Cincinnati
requires SFX to make an earn-out payment to the sellers in the year 2000 of up
to $3.2 million depending on the level of earnings generated by the operation
of one of the acquired venues (the Crown Arena). If SFX sells or transfers any
of the interests in the Crown Arena within ten years of the closing, SFX will
be obligated to pay a portion of the consideration it receives to the sellers
of Nederlander. The agreement relating to another of the acquired venues (the
Mesa del Sol Centre for the Performing Arts) provides for earn-out payments
based on the financial performance of this venue. SFX financed the acquisition
with the proceeds of the Equity Offering and borrowings under its senior credit
facility.
Marquee
On March 16, 1999, a wholly owned subsidiary of SFX was merged with and
into The Marquee Group, Inc. and Marquee became a wholly owned subsidiary of
SFX. In connection with the merger, SFX issued 1,402,038 shares of Class A
Common Stock with a value of approximately $81.7 million and repaid
approximately $33.5 million of Marquee's debt. SFX financed the acquisition
with borrowings under its senior credit facility.
Other Acquisitions
During 1999, SFX also completed the acquisitions of: The Entertainment
Group, Inc., a concert and theatrical producer and promoter with operations in
Chicago and Mexico City; Integrated Sports International, Inc., a full-service
sports marketing company; and a company involved in business
1
<PAGE>
management and tour production in music and the performing arts. In addition,
SFX entered into a long-term marketing and consulting agreement with respect to
the Rosemont Horizon and Rosemont Theater and purchased the Mammoth Theater in
Denver, Colorado. The total consideration for these acquisitions and the
long-term marketing and consulting agreement consisted of approximately $68.6
million in cash of which $6.5 million is held in escrow and 95,177 shares of
SFX Class A Common Stock with a value of approximately $5,233,000. SFX financed
these acquisitions with the proceeds from the Equity Offering. In addition, SFX
may be required to make additional payments of up to $13.0 million in cash and
50,000 shares of Class A Common Stock based on the financial performance of
certain of these acquired companies.
The acquisitions of Cellar Door, certain assets of Nederlander, Marquee
and the other acquisitions consummated during the first quarter of 1999 are
collectively referred to herein as the "1999 Acquisitions." Capitalized terms
and references herein to the "1998 Acquisitions" are defined and described in
the Company's Form 10-K for the year ended December 31, 1998. The Equity
Offering, together with SFX's senior credit facility, Senior Subordinated Notes
and SFX's May 1998 equity offering are referred to herein as the "Financings."
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
C. Exhibits.
<TABLE>
<CAPTION>
DESCRIPTION EXHIBIT
- -------------------------------------------------------------------------------- --------
<S> <C>
Consent of Ernst & Young LLP 23.1
Consent of Arthur Andersen LLP 23.2
Consent of PricewaterhouseCoopers, LLP 23.3
Unaudited Pro Forma Condensed Combined Financial Statements 99.1
Consolidated Financial Statements of PACE Entertainment Corporation and 99.2
Subsidiaries; Consolidated Financial Statements of Pavilion Partners; Combined
Financial Statements of Contemporary Group; Combined Financial Statements
of The Album Network, Inc. and Affiliated Companies; Consolidated Financial
Statements of BG Presents, Inc. and Subsidiaries; Combined Financial Statements
of Concert/Southern Promotions and Affiliated Companies; Combined Financial
Statements of Falk Management Enterprises, Inc.; Combined Financial Statements
of Blackstone Entertainment LLC; Consolidated Financial Statements of
The Marquee Group, Inc.; Combined Financial Statements of Alphabet City
Sports Records, Inc. and Alphabet City Industries, Inc.; Consolidated Financial
Statements of Cambridge Holding Corporation, Inc. and Subsidiary; and
Combined Financial Statements of Tollin-Robbins Entertainment
</TABLE>
2
<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 hereunto duly authorized.
SFX ENTERTAINMENT, INC.
Dated: April 14, 1999 By: /s/ Howard J. Tytel
----------------------------
Name: Howard J. Tytel
Title: Executive Vice President, General
Counsel, Secretary and
Member of the Office of the Chairman
3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
DESCRIPTION EXHIBIT
- -------------------------------------------------------------------------------- --------
<S> <C>
Consent of Ernst & Young LLP 23.1
Consent of Arthur Andersen LLP 23.2
Consent of PricewaterhouseCoopers LLP 23.3
Unaudited Pro Forma Condensed Combined Financial Statements 99.1
Consolidated Financial Statements of PACE Entertainment Corporation and 99.2
Subsidiaries; Consolidated Financial Statements of Pavilion Partners; Combined
Financial Statements of Contemporary Group; Combined Financial Statements
of The Album Network, Inc. and Affiliated Companies; Consolidated Financial
Statements of BG Presents, Inc. and Subsidiaries; Combined Financial Statements
of Concert/Southern Promotions and Affiliated Companies; Combined Financial
Statements of Falk Management Enterprises, Inc.; Combined Financial Statements
of Blackstone Entertainment LLC; Consolidated Financial Statements of
The Marquee Group, Inc.; Combined Financial Statements of Alphabet City
Sports Records, Inc. and Alphabet City Industries, Inc.; Consolidated Financial
Statements of Cambridge Holding Corporation, Inc. and Subsidiary; and
Combined Financial Statements of Tollin-Robbins Entertainment
</TABLE>
4
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference of our reports dated:
i) December 13, 1996 with respect to the consolidated financial statements of
PACE Entertainment Corporation and subsidiaries; ii) May 22, 1998 with respect
to the combined financial statements of Contemporary Group;
iii) November 20, 1997 with respect to the combined financial statements of The
Album Network, Inc. and Affiliated Companies; iv) March 20, 1998 with respect to
the consolidated financial statements of BG Presents, Inc. and Subsidiaries;
v) March 13, 1998 with respect to the combined financial statements of
Concert/Southern Promotions and Affiliated Companies; vi) April 10, 1998 with
respect to the combined financial statements of Falk Associates Management
Enterprises, Inc.; vii) May 1, 1998 with respect to the combined financial
statements of Blackstone Entertainment LLC; viii) March 5, 1998 with respect to
the consolidated financial statements of The Marquee Group, Inc. and
Subsidiaries; ix) May 21, 1998 with respect to the combined financial
statements of Alphabet City Sports Records, Inc. and Alphabet City Industries,
Inc.; x) June 3, 1998 with respect to the consolidated financial statements of
Cambridge Holding Corporation, Inc. and Subsidiary; and xi) July 6, 1998 with
respect to the combined financial statements of Tollin-Robbins Entertainment,
all incorporated by reference in this Current Report on Form 8-K of SFX
Entertainment, Inc. ("SFX"), in the Registration Statement No. 333-58737 on
Form S-8 of SFX; Registration Statement No. 333-76123 on Form S-3 of SFX; and
Amendment No. 1 to Registration Statement No. 333-72275 on Form S-4 of SFX.
/s/ ERNST & YOUNG LLP
---------------------------
ERNST & YOUNG LLP
New York, New York
April 12, 1999
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our reports
on the consolidated financial statements of PACE Entertainment Corporation and
subsidiaries dated December 15, 1997 (except with respect to the matters
discussed in Note 12, as to which the date is December 22, 1997) and Pavilion
Partners dated December 15, 1997 (except with respect to the matters discussed
in Note 11, as to which the date is December 22, 1997), in this Current Report
on Form 8-K of SFX Entertainment, Inc.
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-4 (No. 333-72275), Form S-3 (No. 333-76123) and Form S-8
(No. 333-58737) of SFX Entertainment, Inc. of our reports on the consolidated
financial statements of PACE Entertainment Corporation and subsidiaries dated
December 15, 1997 (except with respect to the matters discussed in Note 12, as
to which the date is December 22, 1997) and Pavilion Partners dated December 15,
1997 (except with respect to the matters discussed in Note 11, as to which the
date is December 22, 1997) included in this Current Report on Form 8-K of
SFX Entertainment, Inc.
/s/ ARTHUR ANDERSEN LLP
- ------------------------------
ARTHUR ANDERSEN LLP
Houston, Texas
April 12, 1999
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectuses
constituting part of the Registration Statements on Form S-8 (No. 333-58737),
Form S-3 (No. 333-76123) and Form S-4 (No. 333-72275) of SFX Entertainment,
Inc. of our report dated December 12, 1996, appearing in this Current Report on
Form 8-K of SFX Entertainment, Inc.
/s/ PricewaterhouseCoopers LLP
- ---------------------------------
PricewaterhouseCoopers LLP
Houston, Texas
April 12, 1999
<PAGE>
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
The following information is based on the audited and unaudited financial
statements of our Company and certain of the other companies which we have
acquired during 1998 and 1999.
The Unaudited Pro Forma Condensed Combined Balance Sheet at December 31,
1998, is presented as if SFX had completed the Equity Offering and the 1999
Acquisitions as of December 31, 1998.
The Unaudited Pro Forma Condensed Combined Statements of Operations for
the year ended December 31, 1998, is presented as if SFX had completed the 1998
Acquisitions, the 1999 Acquisitions and the related Financings as of January 1,
1998.
In addition, the Unaudited Pro Forma Condensed Combined Financial
Statements do not reflect certain purchase price adjustments and future
contingent payments, which may be payable pursuant to the various acquisition
agreements.
In our opinion, all adjustments necessary to fairly present this pro forma
information has been made. The Unaudited Pro Forma Condensed Combined Financial
Statements are based upon, and should be read in conjunction with, the
historical financial statements of SFX incorporated by reference herein, from
the Form 10-K for the year ended December 31, 1998 and certain of the
businesses previously acquired by SFX and the related notes to such financial
statements contained elsewhere in this document. The condensed combined pro
forma information is based upon tentative allocations of purchase price and
does not purport to be indicative of the results that would have been reported
had such events actually occurred on the date specified, nor is it indicative
of SFX's future results. Purchase accounting is based upon preliminary asset
valuations, which are subject to change. Final asset valuations are not
expected to differ materially from the preliminary valuations. In addition, the
operations data include preliminary adjustments to operating expenses to
reflect anticipated savings that SFX management believes it will be able to
achieve through the implementation of its operating strategy. However, there
can be no assurance that SFX will be able to achieve such savings.
The Unaudited Pro Forma Condensed Combined Financial Statements and notes
thereto contain forward-looking statements that involve risks and
uncertainties. Therefore, the actual results of SFX may differ materially from
those discussed herein. SFX undertakes no obligation to publicly release the
result of any revisions to these forward-looking statements that may be made to
reflect any future events or circumstances.
1
<PAGE>
SFX ENTERTAINMENT, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
DECEMBER 31, 1998
(IN THOUSANDS)
<TABLE>
<CAPTION>
SFX
(ACTUAL)
-------------
<S> <C>
Assets:
Current assets ............................. $ 148,733
Property and equipment, net of accumulated
depreciation of $16,988.................... 292,626
Intangible assets, net of accumulated
amortization of $46,709 ................... 898,433
Other assets ............................... 43,660
----------
Total Assets ............................... $1,383,452
==========
Liabilities and Stockholders' Equity:
Current liabilities ........................ $ 145,982
Deferred taxes ............................. 38,826
Senior credit facility ..................... 196,000
Senior subordinated notes .................. 550,000
Other long-term debt ....................... 14,996
Capital lease obligations .................. 12,780
Deferred purchase consideration ............ 19,834
Other liabilities .......................... 1,940
Minority interest .......................... 8,058
Temporary equity--stock subject to
redemption ................................ 16,500
Stockholders' equity:
Class A common stock ...................... 286
Class B common stock ...................... 17
Additional paid-in capital ................ 449,636
Deferred compensation ..................... (6,533)
Accumulated deficit ....................... (64,870)
----------
Total stockholders' equity ................. 378,536
----------
Total Liabilities & Stockholders' Equity ... $1,383,452
==========
<CAPTION>
PRO FORMA FOR THE 1999 ACQUISITIONS,
AND THE EQUITY OFFERING
I
--------------------------------------------------------------------------
CELLAR OTHER 1999 PRO FORMA
DOOR MARQUEE NEDERLANDER ACQUISITIONS ADJUSTMENTS
A B C D E
------------- ------------- ------------- -------------- -----------------
<S> <C> <C> <C> <C> <C>
Assets:
Current assets ............................. $ (66,972) $ (16,353) $ (89,910) $ (58,116) $215,183 (a)
79,000 (b)
Property and equipment, net of accumulated
depreciation of $16,988.................... 29,349 2,781 2,104 3,077 --
Intangible assets, net of accumulated
amortization of $46,709 ................... 67,020 113,118 40,499 64,416 --
Other assets ............................... 5,726 7,346 51,122 223 (428)(c)
--------- --------- --------- --------- --------
Total Assets ............................... $ 35,123 $ 106,892 $ 3,765 $ 9,600 $293,755
========= ========= ========= ========= ========
Liabilities and Stockholders' Equity:
Current liabilities ........................ $ 8,287 $ 14,856 $ 3,765 $ 1,712 $ --
Deferred taxes ............................. -- 636 -- -- --
Senior credit facility ..................... -- -- -- -- (46,000)(a)
79,000 (b)
Senior subordinated notes .................. -- -- --
Other long-term debt ....................... -- -- -- 1,155 --
Capital lease obligations .................. -- -- --
Deferred purchase consideration ............ 6,788 4,170 -- 1,500 --
Other liabilities .......................... 48 674 -- --
Minority interest .......................... -- -- -- -- (428)(c)
Temporary equity--stock subject to
redemption ................................ -- 3,499 -- -- --
Stockholders' equity:
Class A common stock ...................... 3 14 -- 1 50 (a)
Class B common stock ...................... --
Additional paid-in capital ................ 19,997 83,043 -- 5,232 261,133 (a)
Deferred compensation ..................... -- -- -- -- --
Accumulated deficit ....................... -- -- -- -- --
--------- --------- --------- --------- --------
Total stockholders' equity ................. 20,000 83,057 -- 5,233 261,183
--------- --------- --------- --------- --------
Total Liabilities & Stockholders' Equity ... $ 35,123 $ 106,892 $ 3,765 $ 9,600 $293,755
========= ========= ========= ========= ========
<PAGE>
<CAPTION>
PRO FORMA
FOR THE 1999
ACQUISITIONS,
AND THE
EQUITY OFFERING
----------------
<S> <C>
Assets:
Current assets ............................. $ 211,565
Property and equipment, net of accumulated
depreciation of $16,988.................... 329,937
Intangible assets, net of accumulated
amortization of $46,709 ................... 1,183,436
Other assets ............................... 107,649
----------
Total Assets ............................... $1,832,587
==========
Liabilities and Stockholders' Equity:
Current liabilities ........................ $ 174,602
Deferred taxes ............................. 39,462
Senior credit facility ..................... 229,000
Senior subordinated notes .................. 550,000
Other long-term debt ....................... 16,151
Capital lease obligations .................. 12,780
Deferred purchase consideration ............ 32,292
Other liabilities .......................... 2,662
Minority interest .......................... 7,630
Temporary equity--stock subject to
redemption ................................ 19,999
Stockholders' equity:
Class A common stock ...................... 354
Class B common stock ...................... 17
Additional paid-in capital ................ 819,041
Deferred compensation ..................... (6,533)
Accumulated deficit ....................... (64,870)
----------
Total stockholders' equity ................. 748,009
----------
Total Liabilities & Stockholders' Equity ... $1,832,587
==========
</TABLE>
2
<PAGE>
I. PRO FORMA FOR THE 1999 ACQUISITIONS AND THE EQUITY OFFERING
A. CELLAR DOOR
<TABLE>
<CAPTION>
AS OF DECEMBER 31, 1998 (IN THOUSANDS)
--------------------------------------------------
PRO FORMA CELLAR DOOR
AS REPORTED ADJUSTMENTS ACQUISITION
------------- ------------------- ------------
<S> <C> <C> <C>
Assets:
Current assets ................................... $ 4,528 $(70,000)(a) $(66,972)
(1,500)(a)
Property and equipment, net ...................... 29,349 -- 29,349
Intangible assets, net ........................... 32 60,200 (b) 67,020
6,788 (c)
Other assets ..................................... 5,726 5,726
------- -------- --------
Total Assets ..................................... $39,635 $ (4,512) $ 35,123
======= ======== ========
Liabilities & Stockholders' Equity:
Current liabilities .............................. $ 9,194 $ (907)(a) $ 8,287
Long-term debt ................................... 26,059 (26,059)(a) --
Capital lease obligations ........................ 1,211 (1,211)(a)
Deferred Purchase Consideration .................. -- 6,788 (c) 6,788
Other Liabilities ................................ 48 -- 48
Stockholders' equity ............................. 3,123 (3,123)(d) 20,000
20,000 (a)
------- -------- --------
Total Liabilities & Stockholders' Equity ......... $39,635 $ (4,512) $ 35,123
======= ======== ========
</TABLE>
- ----------
PRO FORMA ADJUSTMENTS:
(a) To reflect the Cellar Door acquisition for $70,000,000 in cash which
includes the repayment of $28,177,000 of Cellar Door's debt and
capital lease obligations, and $1,500,000 of fees and expenses, and
the issuance of $20,000,000 of SFX Class A common stock (346,238
shares).
(b) To reflect the excess of the purchase price paid over the fair value
of net tangible assets acquired of $60,200,000.
(c) To reflect the issuance of an $8,500,000 promissory note to certain
sellers with a present value of $6,788,000.
(d) To reflect the elimination of Cellar Door's historical stockholders'
equity.
3
<PAGE>
B. MARQUEE
<TABLE>
<CAPTION>
AS OF DECEMBER 31, 1998 (IN THOUSANDS)
--------------------------------------------------
PRO FORMA MARQUEE
AS REPORTED ADJUSTMENTS ACQUISITION
------------- ------------------- ------------
<S> <C> <C> <C>
Assets:
Current assets .......................................... $23,193 $(39,546)(a) $ (16,353)
Property and equipment, net ............................. 2,781 -- 2,781
Intangible assets, net .................................. 60,660 52,458 (b) 113,118
Other assets ............................................ 7,346 -- 7,346
------- -------- ---------
Total Assets ............................................ $93,980 $ 12,912 $ 106,892
======= ======== =========
Liabilities & Stockholders Equity:
Current liabilities ..................................... $15,262 $ (406)(a) $ 14,856
Deferred tax ............................................ 636 636
Long-term debt .......................................... 33,140 (33,140)(a) --
Deferred purchase consideration ......................... 4,170 -- 4,170
Other liabilities ....................................... 674 -- 674
Temporary equity -- stock subject to redemption ......... 3,499 -- 3,499
Stockholders' equity .................................... 36,599 (36,599)(c) 83,057
83,057 (a)
------- -------- ---------
Total Liabilities & Stockholders' Equity ................ $93,980 $ 12,912 $ 106,892
======= ======== =========
</TABLE>
- ----------
PRO FORMA ADJUSTMENTS:
(a) To reflect the issuance of 1,402,038 shares of SFX Class A common
stock and certain SFX options valued at approximately $83,057,000, and
the repayment of $33,546,000 of Marquee's debt and $6,000,000 in cash for
related fees and expenses.
(b) To reflect the excess of the purchase price paid over the fair value
of net tangible assets acquired of $52,458,000.
(c) To reflect the elimination of Marquee's historical stockholders'
equity.
C. NEDERLANDER
<TABLE>
<CAPTION>
AS OF DECEMBER 31, 1998 (IN THOUSANDS)
-----------------------------------------------------
PRO FORMA NEDERLANDER
AS REPORTED ADJUSTMENTS ACQUISITION(a)
------------- ------------------- ---------------
<S> <C> <C> <C>
Assets:
Current assets ................................... $ 6,215 $(95,625)(a) $ (89,910)
(500)(a)
Property and equipment, net ...................... 2,104 2,104
Intangible assets, net ........................... 24 40,425 (b) 40,449
Other assets ..................................... 5,101 46,021 (c) 51,122
------- -------- ---------
Total Assets ..................................... $13,444 $ (9,679) $ 3,765
======= ======== =========
Current liabilities .............................. $ 3,765 $ -- $ 3,765
Long-term debt ................................... 4,235 (4,235)(a) --
Other liabilities ................................ -- -- --
Stockholders' equity ............................. 5,444 (5,444)(d) --
------- -------- ---------
Total Liabilities & Stockholders' Equity ......... $13,444 $ (9,679) $ 3,765
======= ======== =========
</TABLE>
- ----------
PRO FORMA ADJUSTMENTS:
(a) To reflect the Nederlander acquisition for $95,625,000 in cash,
which includes the repayment of $4,235,000 in long-term debts, and
$500,000 of fees and expenses.
(b) To reflect the excess of the purchase price paid over the fair value
of net tangible assets acquired of $40,425,000.
(c) To reflect the allocation of the purchase price paid over the fair
value of our interest in two ventures which operate certain venues
recorded under the equity method of $46,021,000.
(d) To reflect the elimination of Nederlander's historical stockholders'
equity.
4
<PAGE>
D. OTHER 1999 ACQUISITIONS
<TABLE>
<CAPTION>
AS OF DECEMBER 31, 1998 (IN THOUSANDS)
---------------------------------------------------
PRO FORMA OTHER
AS REPORTED ADJUSTMENTS ACQUISITIONS
------------- ------------------- -------------
<S> <C> <C> <C>
Assets:
Current assets ................................... $3,960 $(62,076)(a) $ (58,116)
Property and equipment, net ...................... 241 2,836 (b) 3,077
--
Intangible assets, net ........................... -- 64,416 (c) 64,416
--
--
Other assets ..................................... 223 223
--
------ -------- ---------
Total Assets ..................................... $4,424 $ 5,176 $ 9,600
====== ======== =========
Liabilities & Stockholders' Equity:
Current liabilities .............................. $1,712 $ -- $ 1,712
Other long-term debt ............................. -- 1,155 (d) 1,155
Deferred purchase consideration .................. -- 1,500 (d) 1,500
------ -------- ---------
Total Liabilities ................................ 1,712 2,655 4,367
------ -------- ---------
Minority Interest ................................ -- --
Stockholders' Equity ............................. 2,712 (2,712)(d) 5,233
5,233 (a)
------ -------- ---------
Total Liabilities & Stockholders' Equity ......... $4,424 $ 5,176 $ 9,600
====== ======== =========
</TABLE>
- ----------
PRO FORMA ADJUSTMENTS:
(a) To reflect the issuance of 95,177 shares of SFX Class A common stock
valued at approximately $5,233,000 and the payment of $62,076,000 in
cash, excluding $6,500,000 held in escrow.
(b) To increase property and equipment, net to its fair value.
(c) To reflect the excess of the purchase price paid over the fair value of
net intangible assets acquired of $64,416,000.
(d) To reflect $1,155,000 of debt assumed and $1,500,000 in deferred
purchase consideration to be paid on connection with the certain of the
other acquisitions.
(e) To reflect the elimination of the Other Acquisitions' historical
stockholders' equity.
E. PRO FORMA ADJUSTMENT:
(a) Represents the net proceeds from the Equity Offering of
$261,183,000, the repayment of amounts outstanding under the Senior
Credit Facility of $46,000,000 and cash used to fund the 1999
Acquisitions, of $215,183,000.
(b) Represents borrowings under the Senior Credit Facility to finance
the Marquee and Nederlander acquisitions.
(c) Reflects the elimination of PACE's minority interest due to the
Cellar Door acquisition.
5
<PAGE>
SFX ENTERTAINMENT, INC.
SUMMARY OF COMPLETED ACQUISITIONS
(IN THOUSANDS)
<TABLE>
<CAPTION>
CASH
CONSIDERATION
DATE AND VALUE OF NUMBER OF
COMPANY/ACTIVITY ACQUIRED ASSUMED DEBT STOCK ISSUED SHARES ISSUED(1)
- -------------------------- -------------------- --------------- -------------- ------------------
<S> <C> <C> <C> <C>
Delsener/Slater January 2, 1997 $ 26,815 $ -- --
Meadows March 1, 1997 16,354 7,500 247
Sunshine June 1, 1997 57,489 4,000 152
Westbury January 8, 1998 8,835 1,000 75
BGP February 24, 1998 72,827 7,500 563
PACE and Pavilion February 25, 1998 220,683 20,000 1,500
Contemporary February 27, 1998 82,702 18,700 1,403
Network February 27, 1998 56,784 10,000 750
Concert/Southern March 4, 1998 16,908 -- --
USA Motor Sports March 25, 1998 4,000 -- --
Avalon May 14, 1998 26,840 -- --
Oakdale June 3, 1998 11,900 -- --
FAME June 4, 1998 82,241 35,960 1,000
Don Law July 2, 1998 92,195 -- --
Magicworks September 11, 1998 115,740 -- --
Other 1998 Acquisitions Third quarter 1998 115,386 10,000 300
Deferred financing costs -- -- --
Cellar Door February 19, 1999 76,788 20,000 346
Marquee March 16, 1999 33,546 81,669 1,402
Nederlander March 16, 1999 95,625 -- --
Other 1999 Acquisitions First Quarter 1999 68,576 5,233 95
---------- -------- -----
Total $1,282,234 $221,562 7,833
========== ======== =====
<CAPTION>
RELATED DEBT,
CAPITAL LEASES PRO FORMA
AND DEFERRED INTEREST EXPENSE
PURCHASE FOR THE
CONSIDERATION YEAR ENDED
AT DECEMBER 31, INTEREST DECEMBER 31,
COMPANY/ACTIVITY SOURCE OF FUNDS(2) 1998 RATE 1998
- -------------------------- ------------------------------------------ ----------------- ------------ -----------------
<S> <C> <C> <C> <C>
Delsener/Slater Capital contribution $ 2,085 10.000% $ 209
Meadows Capital contribution 8,317 8.43% 701
Sunshine Capital contribution 1,085 8.58% 93
Westbury 9 1/8% Notes 8,995 9.125% 821
BGP 9 1/8% Notes 72,827 9.125% 6,645
PACE and Pavilion 9 1/8% Notes 225,654 9.125% 20,591
Contemporary 9 1/8% Notes and credit facility 82,702 8.71% 7,203
Network Credit facility 64,784 8.15% 5,280
Concert/Southern Credit facility 16,908 8.15% 1,378
USA Motor Sports Credit facility 4,000 8.15% 326
Avalon Credit facility 26,840 8.15% 2,187
Oakdale 1998 Equity offering -- -- --
FAME 1998 Equity offering 750 -- --
Don Law 1998 Equity offering 762 8.06% 61
Magicworks Credit facility and 91/8 Notes 115,740 8.84% 10,231
Other 1998 Acquisitions 1998 Equity offering and credit facility 116,161 8.97% 10,408
Deferred financing costs 25,524 10.00% 2,552
Cellar Door 1999 Equity offering 6,788 8.00% 543
Marquee Credit facility 41,170 7.375% 3,036
Nederlander 1999 Equity offering and credit facility 42,000 9.125% 3,098
Other 1999 Acquisitions 1999 Equity offering 2,655 3.40% 40
-------- -------
Total $865,747 $75,403
======== =======
</TABLE>
- -------
(1) The number of shares issued was based upon the market price either agreed
upon by SFX and the sellers before SFX's stock was publicly traded or at
the price over a reasonable period of time before and after the
announcement of the transaction.
(2) Assumes that the tax indemnification payments of $93.7 million paid as of
December 31, 1998, were funded with the proceeds from SFX's public
offering of 8,050,000 shares of Class A common stock on May 27, 1998.
(3) Represents interest associated with amounts assumed to be borrowed to pay
deferred financing costs.
(4) Debt issuance cost is being amortized over the term of the agreement.
6
<PAGE>
SFX ENTERTAINMENT, INC.
SUMMARY OF DEPRECIATION AND AMORTIZATION EXPENSE
(IN THOUSANDS)
<TABLE>
<CAPTION>
GOODWILL AND OTHER PROPERTY AND
INTANGIBLE ASSETS, AMORTIZATION EQUIPMENT,
COMPANY/ACTIVITY GROSS PERIOD GROSS
- -------------------------- -------------------- -------------- --------------
<S> <C> <C> <C>
Delsener/Slater $ 17,704 15 years $ 33,766
Meadows 3,244 15 years 26,377
Sunshine 38,019 15 years 30,258
Westbury 11,676 15 years 500
BGP 42,157 15 years 39,293
PACE and Pavilion 196,476 2-15 years 97,881
Contemporary 65,797 15 years 26,194
Network 71,325 15 years 4,095
Concert/Southern 16,227 15 years 784
USA Motor Sports 8,064 15 years --
Avalon 22,765 15 years 4,268
Oakdale 12,536 15 years 268
FAME 121,068 15 years 679
Don Law 64,852 15 years 28,045
Magicworks 113,012 15 years 2,060
Other 1998 Acquisitions 114,696 10-15 years 3,493
Corporate -- -- 11,653
Deferred financing costs 25,524 10 years --
Cellar Door 67,020 15 years 29,349
Marquee 113,118 15 years 2,781
Nederlander 40,449 15 years 2,104
Other 1999 Acquisitions 64,416 15 years 3,077
---------- --------
Sub Total 1,230,145 346,925
---------- --------
Other Assets 51,122 15 years --
---------- --------
Total $1,281,267 $346,925
========== ========
<CAPTION>
PRO FORMA
PRO FORMA PRO FORMA DEPRECIATION AND
AMORTIZATION DEPRECIATION AMORTIZATION
EXPENSE EXPENSE EXPENSE
YEAR ENDED YEAR ENDED YEAR ENDED
DEPRECIATION DECEMBER 31, DECEMBER 31, DECEMBER 31,
COMPANY/ACTIVITY PERIOD 1998 1998 1998
- -------------------------- -------------- -------------- -------------- -----------------
<S> <C> <C> <C> <C>
Delsener/Slater 5-20 years $ 1,180 $ 1,271 $ 2,451
Meadows 5-39 years 216 879 1,095
Sunshine 5-40 years 2,535 1,217 3,752
Westbury 7 years 778 71 849
BGP 7-30 years 2,810 1,710 4,520
PACE and Pavilion 7-30 years 13,990 4,555 18,545
Contemporary 7-30 years 4,386 949 5,335
Network 7-20 years 4,755 281 5,036
Concert/Southern 7 years 1,082 80 1,162
USA Motor Sports -- 538 -- 538
Avalon 7-30 years 1,518 142 1,660
Oakdale 7 years 836 38 874
FAME 7 years 8,071 76 8,147
Don Law 7-30 years 4,323 1,131 5,454
Magicworks 7 years 7,534 294 7,828
Other 1998 Acquisitions 7-30 years 9,215 492 9,707
Corporate 3-10 years -- 2,979 2,979
Deferred financing costs -- -- -- --
Cellar Door 7-30 years 4,468 1,405 5,873
Marquee 7 years 7,449 397 7,846
Nederlander 2,697 300 2,997
Other 1999 Acquisitions 4,294 129 4,423
------- ------- --------
Sub Total 82,675 18,396 101,071
------- ------- --------
Other Assets 3,408 -- 3,408
------- ------- --------
Total $86,083 $18,396 $104,479
======= ======= ========
</TABLE>
- -------
7
<PAGE>
SFX ENTERTAINMENT, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1998
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
SFX 1998 PRO FORMA FOR
(ACTUAL) ACQUISITIONS THE 1998
I II ACQUISITIONS
------------ -------------- --------------
<S> <C> <C> <C>
Revenue ........................... $ 884,286 $247,061 $1,131,347
Cost of revenue ................... 678,756 179,592 858,348
Selling, general and
administrative expenses .......... 111,748 29,194 140,942
Depreciation & amortization,
including integration and
start-up costs ................... 62,197 17,735 79,932
Corporate expenses, net of
Triathlon fees ................... 11,194 161 11,355
Non-recurring charges ............. 5,600 -- 5,600
Noncash compensation and other
non cash charges ................. 34,051 -- 34,051
--------- -------- ----------
Operating income (loss) ........... (19,260) 20,379 1,119
Interest expense .................. 50,759 21,585 72,344
Equity (income) loss from
investments ...................... (4,630) (1,435) (6,065)
Other (income) expenses ........... (2,455) 2,310 (145)
--------- -------- ----------
Income (loss) before income tax
expense .......................... (62,934) (2,081) (65,015)
Income tax expense (benefit) ...... 3,000 280 3,280
--------- -------- ----------
Net income (loss) ................. $ (65,934) $ (2,361) $ (68,295)
--------
Accretion on put option ........... (2,750) (3,300)
--------- ----------
Net loss applicable to common
shares ........................... $ (68,684) $ (71,595)
========= ==========
Net loss per common share ......... $ (2.75) $ (2.40)
========= ==========
Weighted average common
shares outstanding (1) (2) ....... 24,978 30,310
========= ==========
<PAGE>
<CAPTION>
PRO FORMA FOR THE 1999 ACQUISITIONS
AND THE EQUITY OFFERING PRO FORMA FOR
III THE 1998
----------------------------------------------------------------------- ACQUISITIONS,
OTHER THE 1999
1999 PRO FORMA ACQUISITIONS,
CELLAR DOOR MARQUEE NEDERLANDER ACQUISITIONS ADJUSTMENTS AND THE
A B C D E EQUITY OFFERING
------------- ----------- ------------- -------------- ---------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Revenue ........................... $85,671 $ 67,807 $ 26,028 $21,289 $ -- $1,332,142
Cost of revenue ................... 68,318 42,120 22,590 8,089 -- 999,465
Selling, general and
administrative expenses .......... 9,292 15,417 216 6,736 -- 172,603
Depreciation & amortization,
including integration and
start-up costs ................... 5,873 7,846 6,405 4,423 -- 104,479
Corporate expenses, net of
Triathlon fees ................... -- -- -- -- -- 11,355
Non-recurring charges ............. -- -- -- -- -- 5,600
Noncash compensation and other
non cash charges ................. -- 389 -- 34,440
------- -------- -------- ------- ---------- ----------
Operating income (loss) ........... 2,188 2,035 (3,183) 2,041 -- 4,200
Interest expense .................. -- -- -- 3,059 (a) 75,403
--
Equity (income) loss from
investments ...................... (988) -- (1,384) -- 988 (b) (7,449)
Other (income) expenses ........... (60) 231 -- (53) (988)(b) (1,015)
------- -------- -------- ------- --------- ----------
Income (loss) before income tax
expense .......................... 3,236 1,804 (1,799) 2,094 (3,059) (62,739)
Income tax expense (benefit) ...... -- 1,359 -- 400 (c) 5,039
------- -------- -------- ------- --------- ----------
Net income (loss) ................. $ 3,236 $ 445 $ (1,799) $ 2,094 $ (3,459) $ (67,778)
------- -------- ------- ---------
Accretion on put option ........... (315) (3,615)
-------- ----------
Net loss applicable to common
shares ........................... $ 130 $ (71,393)
======== ==========
Net loss per common share ......... $ (1.95)
==========
Weighted average common
shares outstanding (1) (2) ....... 37,102
==========
</TABLE>
See footnotes on following page.
8
<PAGE>
- ----------
(1) Includes 500,000 shares of SFX Class A common stock issued to the PACE
sellers in connection with the fifth year put option and 44,418 shares of
SFX Class A common stock related to the ProServ put options issued by
Marquee. Such shares are not included in calculating the net loss per
common share.
(2) Reconciliation of historical weighted average shares outstanding to
proforma weighted average shares.
<TABLE>
<CAPTION>
CLASS A & B
DATE SHARES WEIGHTED AVERAGE
ISSUANCE OF COMMON SHARES ISSUED OUTSTANDING SHARES
- -------------------------------------------------------------------------- ---------- ------------- -----------------
<S> <C> <C> <C>
Class A common shares outstanding ........................................ 1/1/98 13,579 13,579
Class B common shares outstanding ........................................ 1/1/98 1,047 1,047
Class A common shares issued for Westbury, PACE, BGP, Contemporary,
and Network acquisitions ................................................ 4/27/98 4,151 2,832
Class A common shares issued to employees in connection with the Spin-Off. 4/27/98 1,533 1,046
Class B common shares issued to employees in connection with the Spin-Off. 4/27/98 650 443
Class A common shares issued in the 1998 Equity Offering ................. 5/5/98 8,050 5,315
Class A common shares issued in the FAME acquisition ..................... 6/4/98 1,000 578
Class A common shares issued for the 1998 Other Acquisitions ............. 7/10/98 300 138
------ ------
Subtotal ................................................................. 7/98 30,310 24,978
======
Class A common shares issued in the Cellar Door acquisition .............. 2/19/99 346
Class A common shares issued in the Marquee acquisition .................. 3/16/99 1,402
Class A common shares issued in the Other 1999 Acquisitions 2/99 95
Class A common shares issued in the 1999 Equity Offering ................. 2/11/99 4,949
------
Pro forma weighted average common shares outstanding ..................... 37,102
======
</TABLE>
NOTES TO PRO FORMA STATEMENTS:
I. Represents SFX's actual operating results for the year ended December 31,
1998.
EDITDA for the year ended December 31, 1998, was $42,937,000 and
$108,679,000 for SFX on an actual basis and a pro forma basis,
respectively. EBITDA is defined as earnings before interest, taxes,
depreciation and amortization, other income, net and equity income (loss)
from investments excluding depreciation and amortization. Although EBITDA
is not a measure of performance calculated in accordance with GAAP, we
believe that the entertainment industry accepts EBITDA as a generally
recognized measure of performance and that analysts who report publicly on
the performance of entertainment companies use EBITDA. Nevertheless, you
should not consider this measure in isolation or as a substitute for
operating income, net income, net cash provided by operating activities or
any other measure for determining SFX's operating performance or liquidity
that is calculated in accordance with GAAP. EBITDA, as we calculate it, may
not be comparable to calculations of similarly titled measures presented by
other companies. Cash flows from operating, investing and financing
activities for SFX for the year ended December 31, 1998, were $27,441,000,
($891,920,000) and $906,521,000, respectively.
We believe there are other adjustments that could affect EBITDA, but we
have not reflected them herein. If we had made such adjustments, Adjusted
EBITDA on a pro forma basis would have been approximately $161,947,000 for
the year ended December 31, 1998. The adjustments include the elimination
of non-cash compensation and other non-cash charges of $40,040,000, the
expected cost savings in connection with the 1998 Acquisitions and the 1999
Acquisitions associated with the elimination of duplicative staffing and
general and administrative expenses of $4,993,000, net of additional
corporate overhead, personnel and administrative expenses of $500,000
resulting from the 1998 and 1999 Acquisitions, and equity income from
investments of $8,235,000, net of depreciation and amortization included
therein of $786,000. While management believes that such cost saving are
achievable, SFX's ability to fully achieve such cost savings is subject to
numerous factors, certain of which may be beyond SFX's control.
9
<PAGE>
II. 1998 ACQUISITIONS
SFX acquired PACE, including USA Motor Sports, and Pavilion, Contemporary,
BGP, Network and Concert/Southern on February 25, 1998, February 27, 1998,
February 24, 1998, February 27, 1998, and March 4, 1998, respectively. In May
1998, SFX acquired Avalon. In June 1998, SFX acquired FAME and Oakdale. In July
1998, SFX acquired Don Law, and in September 1998 SFX acquired Magicworks. In
addition, in the third quarter of 1998 SFX acquired seven other companies
herein defined as the Other Acquisitions. The following represents the
historical operating results of these companies prior to their acquisition by
SFX.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1998
(IN THOUSANDS)
-------------------------------------------------------------------------------------
PACE & CONCERT/
PAVILION COMTEMPORARY BGP NETWORK SOUTHERN FAME
ACQUISITIONS ACQUISITION ACQUISITION ACQUISITION ACQUISITION ACQUISITION
-------------- -------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Revenue ..................... $ 84,199 $7,882 $16,075 $4,154 $ 524 $2,144
Cost of revenue ............. 65,737 6,711 13,509 1,047 276 1,742
Selling, general &
administrative expenses 17,906 1,544 2,652 2,902 362 295
Depreciation &
amortization ............... 1,049 254 213 51 9 27
Corporate expenses .......... -- -- -- -- -- --
-------- ------ ------- ------ ------ ------
Operating income (loss) ..... (493) (627) (299) 154 (123) 80
Interest expense ............ 1,148 -- 165 37 -- 42
Equity (income) loss from
investments ................ 151 -- -- -- 20 --
Other (income) expenses...... 19 (122) 67 (14) -- (26)
-------- ------ ------- ------ ------ ------
Income (loss) before
income tax expense ......... (1,811) (505) (531) 131 (143) 64
Income tax expense
(benefit) .................. (475) -- -- 3 -- --
-------- ------ ------- ------ ------ ------
Net income (loss) ........... $ (1,336) $ (505) $ (531) $ 128 $ (143) $ 64
======== ====== ======= ====== ====== ======
<CAPTION>
YEAR ENDED DECEMBER 31, 1998
(IN THOUSANDS)
------------------------------------------------------------------------------------------
OTHER PRO FORMA
AVALON OAKDALE DON LAW MAGICWORKS 1998 ADJUSTMENTS
ACQUISITION ACQUISITION ACQUISITION ACQUISITION ACQUISITIONS A
------------- ------------- ------------- ------------- -------------- ------------------
<S> <C> <C> <C> <C> <C> <C>
Revenue ..................... $ 2,270 $5,982 $20,566 $54,547 $48,718 $ --
Cost of revenue ............. 2,467 3,427 14,598 46,294 23,784 --
Selling, general &
administrative expenses 1,338 1,535 2,262 5,564 6,512 (13,941)(a)
263 (b)
Depreciation &
amortization ............... 220 28 2,661 -- 191 13,032 (c)
Corporate expenses .......... -- -- -- -- -- 161 (d)
-------- ------ ------- ------- ------- --------
Operating income (loss) ..... (1,755) 992 1,045 2,689 18,231 485
Interest expense ............ -- -- -- -- 404 19,789 (e)
Equity (income) loss from
investments ................ (370) -- -- (2) (958) (276)(f)
Other (income) expenses...... -- -- 9 -- (272) 2,373 (g)
276 (f)
-------- ------ ------- -------- ------- --------
Income (loss) before
income tax expense ......... (1,385) 992 1,036 2,691 19,057 (21,677)
Income tax expense
(benefit) .................. -- -- -- 950 -- (198)(h)
-------- ------ ------- -------- ------- --------
Net income (loss) ........... $ (1,385) $ 992 $ 1,036 $1,741 $19,057 $(21,479)
======== ====== ======= ======== ======= ========
<PAGE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
1998
(IN THOUSANDS)
--------------
PRO FORMA
FOR THE
1998
ACQUISITIONS
-------------
<S> <C>
Revenue ..................... $247,061
Cost of revenue ............. 179,592
Selling, general &
administrative expenses 29,194
Depreciation &
amortization ............... 17,735
Corporate expenses .......... 161
--------
Operating income (loss) ..... 20,379
Interest expense ............ 21,585
Equity (income) loss from
investments ................ (1,435)
Other (income) expenses...... 2,310
--------
Income (loss) before
income tax expense ......... (2,081)
Income tax expense
(benefit) .................. 280
--------
Net income (loss) ........... $ (2,361)
========
</TABLE>
10
<PAGE>
- ----------
A. PRO FORMA ADJUSTMENTS:
(a) To reflect the elimination of $11,479,000 of PACE's non-cash stock
and other non-recurring compensation, $1,173,000 and $1,289,000 of
Network's and FAME's excess compensation, respectively.
(b) Reflects salaries and officers' life insurance premiums to be paid
by SFX.
(c) Reflects the increase of $13,032,000 in depreciation and
amortization resulting from the preliminary purchase accounting
treatment of the 1998 Acquisitions. SFX amortizes goodwill and other
intangibles over periods ranging for up to 15 years.
(d) To record incremental corporate overhead, personnel and
administrative expenses that management estimates will be necessary
as a result of SFX's acquisitions.
(e) Reflects the incremental interest expense associated with additional
borrowing related to the 1998 Acquisitions.
(f) Reflects the elimination of PACE's equity income in certain
Magicworks tours.
(g) Reflects the elimination of interest income earned from investing
borrowings used to fund acquisitions.
(h) Represents an adjustment to the provision for state and local income
taxes and a Federal tax benefit for interest expense at Magicworks.
The calculation treats all companies to be acquired as "C"
Corporations and reflects the impact of non-deductible goodwill.
III. PRO FORMA FOR THE 1999 ACQUISITIONS AND THE EQUITY OFFERING
A. CELLAR DOOR
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1998 (IN THOUSANDS)
-------------------------------------------------
PRO FORMA CELLAR DOOR
AS REPORTED ADJUSTMENTS ACQUISITION
------------- ------------------ ------------
<S> <C> <C> <C>
Revenue ............................................ $86,829 $(1,158)(a) $85,671
Cost of revenue .................................... 69,657 (1,339)(a) 68,318
Selling, general & administrative expenses ......... 14,514 (84)(a) 9,292
-- (5,138)(b) --
Depreciation & amortization ........................ 2,200 3,673 (c) 5,873
------- ------- -------
Operating income ................................... 458 1,730 2,188
Interest expense ................................... 2,028 (2,028)(d) --
Equity income from investments ..................... (988) -- (988)
Other income ....................................... (60) -- (60)
------- ------- -------
Income (loss) before income tax expense ............ (522) 3,758 3,236
Income tax expense ................................. -- -- --
------- ------- -------
Net income (loss) .................................. $ (522) $ 3,758 $ 3,236
======= ======= =======
</TABLE>
- ----------
PRO FORMA ADJUSTMENTS:
(a) Reflects the elimination of a Cellar Door entity that was
discontinued.
(b) Reflects the elimination of certain officers' salaries, bonuses and
other management fees which will not be paid under SFX's new
employment and other contracts.
(c) Reflects the increase of $3,673,000 in depreciation and amortization
resulting from the preliminary purchase accounting treatment of
Cellar Door. SFX amortizes goodwill over 15 years.
(d) Reflects the elimination of $2,028,000 of historical interest
expense related to debt which was not assumed by SFX.
11
<PAGE>
B. MARQUEE
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1998 (IN THOUSANDS)
-----------------------------------------------------------------
MARQUEE
1998 PRO FORMA MARQUEE
AS REPORTED ACQUISITIONS (1) ADJUSTMENT ACQUISITION
------------- ------------------ ------------------- ------------
<S> <C> <C> <C> <C>
Revenue ............................................... $54,429 $13,378 $ -- $ 67,807
Cost of revenue ....................................... 35,069 8,544 (1,493)(a) 42,120
Selling, general & administrative ..................... 13,006 2,826 (415)(b) 15,417
Depreciation & amortization ........................... 2,759 66 5,021 (c) 7,846
Corporate expenses .................................... -- -- -- --
Non cash charges ...................................... 389 -- -- 389
------- ------- ------- --------
Operating income (loss) ............................... 3,206 1,942 (3,113) 2,035
Interest expense (income) ............................. 1,194 (17) (1,177)(d) --
Equity (income) loss from investments ................. -- -- -- --
Other expenses ........................................ 231 -- -- 231
------- ------- ------- --------
Income (loss) before income tax expense ............... 1,781 1,959 (1,936) 1,804
Income tax expense .................................... 900 161 298 (e) 1,359
------- ------- ------- --------
Net income (loss) ..................................... $ 881 $ 1,798 $(2,234) $ 445
------- ------- ------- --------
Accretion on put option ............................... (315) -- -- 315
------- ------- ------- --------
Net income (loss) applicable to common shares ......... $ 566 $ 1,798 (2,234) $ 130
======= ======= ======= ========
</TABLE>
PRO FORMA ADJUSTMENTS
(1) Marquee acquired Alphabet City, Cambridge, PAL, Tollin/Robbins, and Tony
Stephens during 1998 and included the results of their operations only
from their respective acquisition dates in its consolidated results of
operations for the year ended December 31, 1998. Therefore, for pro forma
purposes, the results of operations of Marquee's 1998 acquisitions for
the period prior to their acquisition dates are presented separately and
are as follows (in thousands):
<TABLE>
<CAPTION>
COMBINED
MARQUEE
ALPHABET TOLLIN/ TONY 1998
CITY CAMBRIDGE PAL ROBBINS STEPHENS ACQUISITIONS
---------- ----------- ------------ --------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Revenues ............................... $1,476 $691 $2,576 $5,509 $3,126 $13,378
Cost of revenue ........................ 1,186 303 1,966 2,424 2,665 8,544
Selling, general and administrative
expenses .............................. 346 156 906 1,259 159 2,826
Depreciation and amortization .......... 4 2 -- 50 10 66
------ ---- ------ ------ ------ -------
Operating income (loss) ................ (60) 230 (296) 1,776 292 1,942
Interest expense (income) .............. -- (1) (8) -- (8) (17)
------ ---- ------ ------ ------ -------
Other (income) expense .................
Income/(loss) before income taxes
expense ............................... (60) 231 (288) 1,776 300 1,959
Income taxes expense (benefit) ......... 20 85 (30) 86 161
------ ----- ------- ------ ------- -------
Net income (loss) ...................... $ (80) $146 $(258) $1,776 $ 214 $ 1,798
====== ===== ======= ====== ======= =======
</TABLE>
(a) To adjust expenses to reflect compensation agreements entered into
in connection with Marquee's 1998 acquisitions.
(b) To reduce expenses for loss on transfer of property to former owners
of PAL and other nonrecurring costs.
(c) Reflects the increase of $5,021,000 in depreciation and amortization
resulting from the preliminary purchase accounting treatment of
Marquee. SFX amortizes goodwill over 15 years.
(d) Reflects the elimination of $1,177,000 of historical interest
expense for debt that was refinanced by SFX.
(e) To record the impact on income taxes of Marquee's 1998 acquisitions.
12
<PAGE>
C. NEDERLANDER
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1998 (IN THOUSANDS)
----------------------------------------------
PRO FORMA NEDERLANDER
AS REPORTED ADJUSTMENTS ACQUISITION
------------- --------------- ------------
<S> <C> <C> <C>
Revenue ............................................ $ 26,028 $ -- $26,028
Cost of revenue .................................... 23,566 (976)(a) 22,590
Selling, general & administrative expenses ......... 216 -- 216
Depreciation & amortization ........................ 155 6,250 (b) 6,405
-------- ------- -------
Corporate expenses ................................. -- -- --
Non cash charges ................................... -- -- --
-------- ------- -------
Operating income (loss) ............................ 2,091 (5,274) (3,183)
Interest expense (income) .......................... 113 (113)(c) --
Equity income from investments ..................... (1,384) -- (1,384)
Other (income) expenses ............................ -- -- --
-------- ------- -------
Income (loss) before income tax expense ............ 3,362 (5,161) (1,799)
Income tax expense ................................. -- -- --
-------- ------- -------
Net income (loss) .................................. $ 3,362 $(5,161) $(1,799)
======== ======= =======
</TABLE>
- ----------
PRO FORMA ADJUSTMENTS:
(a) Reflects the elimination of management fees, booking fees and other
expenses which will not be paid under SFX's contracts.
(b) Reflects the increase of $6,250,000 in depreciation and amortization
resulting from the preliminary purchase accounting treatment of
Nederlander. SFX amortizes goodwill over 15 years.
(c) Reflects the elimination of $113,000 of historical interest expense
related to debt which was not assumed by SFX.
D. OTHER 1999 ACQUISITIONS
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1998 (IN THOUSANDS)
-----------------------------------------------
PRO FORMA
PRO FORMA OTHER 1999
AS REPORTED ADJUSTMENTS ACQUISITIONS
------------- --------------- -------------
<S> <C> <C> <C>
Revenue ............................................ $21,289 -- $21,289
Cost of revenue .................................... 8,089 -- 8,089
Selling, general & administrative expenses ......... 7,171 (435)(a) 6,736
Depreciation & amortization ........................ -- 4,423 (b) 4,423
------- ----- -------
Corporate expenses ................................. -- -- --
Non cash charges ................................... -- -- --
------- ----- -------
Operating income (loss) ............................ 6,029 (3,988) 2,041
Interest expense (income) .......................... 11 (11)(c) --
--
Equity (income) loss from investments .............. -- -- --
Other (income) expenses ............................ (53) -- (53)
------- ------ -------
Income/(loss) before income tax expense ............ 6,071 (3,977) 2,094
Income tax expense (benefit) ....................... -- --
------- -------- -------
Net income (loss) .................................. $ 6,071 $ (3,977) $ 2,094
======= ======== =======
</TABLE>
PRO FORMA ADJUSTMENTS:
(a) Reflects the elimination of legal fees and bonuses incurred as a
result of sale of a business to a third party.
13
<PAGE>
(b) Reflects the increase of $4,423,000 in depreciation and amortization
resulting from the preliminary purchase accounting treatment of the
other acquisition.
(c) Reflects the elimination of $11,000 of historical interest expense
related to debt which was not assumed by SFX.
E. PRO FORMA ADJUSTMENTS
(a) Reflects the incremental interest expenses incurred in connection
with the 1999 Acquisitions and the Equity Offering.
(b) To reflect the elimination of Cellar Door's equity income in certain
PACE businesses.
(c) Reflects an increase of $400,000 for state and local taxes related
to the Cellar Door and Nederlander acquisitions.
14
<PAGE>
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<S> <C>
PAGE
----
PACE ENTERTAINMENT CORPORATION AND SUBSIDIARIES
Report of Independent Public Accountants ................................................ F-4
Report of Independent Auditors .......................................................... F-5
Consolidated Balance Sheets as of September 30, 1996 and 1997 and December 31, 1997
(unaudited) ............................................................................ F-6
Consolidated Statements of Operations for the years ended September 30, 1995, 1996 and
1997 and the three months ended December 31, 1996 and 1997 (unaudited) ................. F-7
Consolidated Statements of Shareholders' Equity for the years ended September 30, 1995,
1996 and 1997 and the three months ended December 31, 1997 (unaudited) ................. F-8
Consolidated Statements of Cash Flows for the years ended September 30, 1995, 1996 and
1997 and the three months ended December 31, 1996 and 1997 (unaudited) ................. F-9
Notes to Consolidated Financial Statements .............................................. F-10
PAVILION PARTNERS
Report of Independent Public Accountants ................................................ F-24
Report of Independent Accountants ....................................................... F-25
Consolidated Balance Sheets as of September 30, 1996 and 1997 and December 31, 1997
(unaudited) ............................................................................ F-26
Consolidated Statements of Income for the year ended October 31, 1995, eleven months
ended September 30, 1996, the year ended September 30, 1997 and the three months ended
December 31, 1996 and 1997 (unaudited) ................................................. F-27
Consolidated Statements of Partners' Capital for the year ended October 31, 1995, eleven
months ended September 30, 1996, the year ended September 30, 1997 and the three
months ended December 31, 1997 (unaudited) ............................................. F-28
Consolidated Statements of Cash Flows for the year ended October 31, 1995, eleven months
ended September 30, 1996, the year ended September 30, 1997 and the three months ended
December 31, 1996 and 1997 (unaudited) ................................................. F-29
Notes to Consolidated Financial Statements .............................................. F-30
CONTEMPORARY GROUP
Report of Independent Auditors .......................................................... F-39
Combined Balance Sheets as of December 31, 1996 and 1997 ................................ F-40
Combined Statements of Operations for the years ended December 31, 1995, 1996 and 1997 .. F-41
Combined Statements of Cash Flows for the years ended December 31, 1995, 1996 and 1997 .. F-42
Combined Statements of Stockholders' Equity for the years ended December 31, 1995, 1996
and 1997 ............................................................................... F-43
Notes to Combined Financial Statements .................................................. F-44
THE ALBUM NETWORK, INC. AND AFFILIATED COMPANIES
Report of Independent Auditors .......................................................... F-48
Combined Balance Sheets as of September 30, 1996 and 1997 ............................... F-49
Combined Balance Sheets as of December 31, 1997 (unaudited) ............................. F-50
Combined Statements of Operations and Stockholders' Deficit for the years ended September
30, 1996 and 1997 ...................................................................... F-51
Combined Statements of Operations and Stockholders' Deficit for the three months ended
December 31, 1997 (unaudited) .......................................................... F-52
Combined Statements of Cash Flows for the years ended September 30, 1996 and 1997 ....... F-53
Combined Statements of Cash Flows for the three months ended December 31, 1997
(unaudited) ............................................................................ F-54
Notes to Combined Financial Statements .................................................. F-55
</TABLE>
F-1
<PAGE>
INDEX TO FINANCIAL STATEMENTS (CONTINUED)
<TABLE>
<S> <C>
BG PRESENTS, INC. AND SUBSIDIARIES
Report of Independent Auditors ........................................................... F-60
Consolidated Balance Sheets as of January 31, 1997 and 1998 .............................. F-61
Consolidated Income Statements for the years ended January 31, 1996, 1997 and 1998 ....... F-62
Consolidated Statements of Cash Flows for the years ended January 31, 1996, 1997 and 1998 F-63
Consolidated Statements of Stockholders' Equity for the years ended January 31, 1996, 1997
and 1998 ................................................................................ F-64
Notes to Consolidated Financial Statements .............................................. F-65
CONCERT/SOUTHERN PROMOTIONS AND AFFILIATED COMPANIES
Report of Independent Auditors ........................................................... F-71
Combined Balance Sheet as of December 31, 1997 ........................................... F-72
Combined Statement of Operations for the year ended December 31, 1997 .................... F-73
Combined Statement of Cash Flows for the year ended December 31, 1997 .................... F-74
Combined Statements of Stockholders' Equity for the year ended December 31, 1997 ......... F-75
Notes to Combined Financial Statements ................................................... F-76
FALK ASSOCIATES MANAGEMENT ENTERPRISES, INC.
Report of Independent Auditors ........................................................... F-79
Combined Balance Sheets as of December 31, 1996 and 1997 and March 31, 1998 (unaudited) . F-80
Combined Statements of Operations and Stockholders' Equity (Deficit) for the years ended
December 31, 1996 and 1997 and the three months ended March 31, 1997 and 1998
(unaudited) ............................................................................. F-81
Combined Statements of Cash Flows for the years ended December 31, 1996 and 1997 and
the three months ended March 31, 1997 and 1998 (unaudited) .............................. F-82
Notes to Combined Financial Statements ................................................... F-83
BLACKSTONE ENTERTAINMENT LLC
Report of Independent Auditors ........................................................... F-88
Combined Balance Sheets as of December 31, 1996 and 1997 and June 30, 1998 (unaudited) ... F-89
Combined Statements of Income for the years ended December 31, 1996 and 1997 and the six
months ended June 30, 1997 and 1998 (unaudited) ......................................... F-90
Combined Statements of Cash Flows for the years ended December 31, 1996 and 1997 and
the six months ended June 30, 1997 and 1998 (unaudited) ................................. F-91
Combined Statement of Members' Equity for the years ended December 31, 1996 and 1997
and the six months ended June 30, 1998 (unaudited) ...................................... F-92
Notes to Combined Financial Statements ................................................... F-93
THE MARQUEE GROUP, INC.
Report of Independent Auditors ........................................................... F-100
Consolidated Balance Sheets at December 31, 1997 and September 30, 1998 (unaudited) ...... F-101
Consolidated Statements of Operations for the years ended December 31, 1997 and 1996 and
nine months ended September 30, 1998 and 1997 (unaudited) ............................... F-102
Consolidated Statements of Cash Flows for the years ended December 31, 1997 and 1996 ..... F-103
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30,
1998 and 1997 (unaudited) ............................................................... F-104
Consolidated Statements of Stockholders' Equity for the years ended December 31, 1996
and 1997, and nine months ended September 30, 1998 (unaudited) .......................... F-105
Notes to Consolidated Financial Statements ............................................... F-106
</TABLE>
F-2
<PAGE>
INDEX TO FINANCIAL STATEMENTS (CONTINUED)
<TABLE>
<S> <C>
ALPHABET CITY SPORTS RECORDS, INC. AND ALPHABET CITY
INDUSTRIES, INC.
Report of Independent Auditors ........................................................... F-119
Combined Balance Sheet as of December 31, 1997 and June 30, 1998 (unaudited) ............. F-120
Combined Statements of Income for the period from April 11, 1996 (inception) to
December 31, 1996 and for the year ended December 31, 1997 and for the six months
ended June 30, 1997 and 1998 (unaudited) ................................................ F-121
Combined Statements of Cash Flows for the period from April 11, 1996 (inception) to
December 31, 1996 and for the year ended December 31, 1997 and for the six months
ended June 30, 1997 and 1998 (unaudited) ................................................ F-122
Notes to Combined Financial Statements ................................................... F-123
CAMBRIDGE HOLDING CORPORATION, INC. AND SUBSIDIARY
Report of Independent Auditors ........................................................... F-127
Consolidated Balance Sheet as of December 31, 1997 and June 30, 1998 (unaudited) ......... F-128
Consolidated Statement of Operations for the year ended December 31, 1997 and for the six
months ended June 30, 1997 and 1998 (unaudited) ......................................... F-129
Consolidated Statement of Cash Flows for the year ended December 31, 1997 and for the six
months ended June 30, 1997 and 1998 (unaudited) ......................................... F-130
Notes to Consolidated Financial Statements ............................................... F-131
TOLLIN-ROBBINS ENTERTAINMENT
Report of Independent Auditors ........................................................... F-133
Combined Balance Sheets as of December 31, 1997 and 1996 and June 30, 1998 (unaudited) ... F-134
Combined statements of operations for the years ended December 31, 1997 and 1996 and for
the six months ended June 30, 1997 and 1998 (unaudited) ................................. F-135
Combined Statements of Stockholders' Equity and for the years ended December 31, 1996
and 1997 and for the six months ended June 30, 1998 (unaudited) ......................... F-136
Combined Statements of Cash Flows for the years ended December 31, 1996 and 1997 and for
the six months ended June 30, 1997 and 1998 (unaudited) ................................. F-137
F-138
Notes to Combined Financial Statements ...................................................
</TABLE>
F-3
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To PACE Entertainment Corporation:
We have audited the accompanying consolidated balance sheet of PACE
Entertainment Corporation (a Texas Corporation) and subsidiaries as of
September 30, 1997, and the related consolidated statements of operations,
shareholders' equity and cash flows for the year then ended. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of PACE Entertainment
Corporation and subsidiaries as of September 30, 1997, and the results of their
operations and their cash flows for the year then ended in conformity with
generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Houston, Texas
December 15, 1997 (except with respect
to the matters discussed in
Note 12, as to which the date
is December 22, 1997)
F-4
<PAGE>
REPORT OF INDEPENDENT AUDITORS
Board of Directors and Shareholders
PACE Entertainment Corporation and Subsidiaries
We have audited the accompanying consolidated balance sheet of PACE
Entertainment Corporation and subsidiaries as of September 30, 1996, and the
related consolidated statements of operations, cash flows, and shareholders'
equity for each of the two years in the period ended September 30, 1996. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of PACE
Entertainment Corporation and subsidiaries at September 30, 1996, and the
consolidated results of their operations and their cash flows for each of the
two years in the period ended September 30, 1996, in conformity with generally
accepted accounting principles.
ERNST & YOUNG LLP
Houston, Texas
December 13, 1996
F-5
<PAGE>
PACE ENTERTAINMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
SEPTEMBER 30 DECEMBER 31
--------------------- ------------
1996 1997 1997
---------- ---------- ------------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents ................................... $23,165 $23,784 $27,702
Trade receivables, net ...................................... 4,097 4,562 6,741
Accounts receivable, related parties ........................ 1,010 1,007 1,096
Notes receivable ............................................ 3,040 386 81
Prepaid expenses ............................................ 6,106 9,967 10,586
Investments in theatrical productions ....................... 2,489 4,402 3,958
Deferred tax asset .......................................... 1,872 979 943
------- ------- -------
Total current assets ...................................... 41,779 45,087 51,107
INVESTMENTS IN UNCONSOLIDATED PARTNERSHIPS ................... 8,816 13,899 15,613
NOTES RECEIVABLE, related parties ............................ 6,958 8,024 7,766
INTANGIBLE ASSETS, net ....................................... 17,244 17,894 17,633
OTHER ASSETS, net ............................................ 4,484 4,933 6,047
------- ------- -------
Total assets .............................................. $79,281 $89,837 $98,166
======= ======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued liabilities .................... $10,285 $11,078 9,277
Deferred revenue ............................................ 26,909 32,093 33,208
Current maturities of long-term debt ........................ 2,576 2,394 2,688
------- ------- -------
Total current liabilities ................................. 39,770 45,565 45,173
LONG-TERM DEBT ............................................... 21,863 23,129 31,543
OTHER NONCURRENT LIABILITIES ................................. 2,496 1,607 2,080
REDEEMABLE COMMON STOCK ...................................... 3,264 2,456 2,983
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Common stock, $1 par value; 500,000 shares authorized,
2,579 shares issued as of September 30, 1996 and 1997 ..... 3 3 3
Additional paid-in capital .................................. 1,910 1,942 2,097
Retained earnings ........................................... 10,115 15,275 14,427
Treasury stock, at cost, 544 shares ......................... (140) (140) (140)
------- ------- -------
Total shareholders' equity ................................ 11,888 17,080 16,387
------- ------- -------
Total liabilities and shareholders' equity ................ $79,281 $89,837 $98,166
======= ======= =======
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-6
<PAGE>
PACE ENTERTAINMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEARS ENDED SEPTEMBER 30 DECEMBER 31
------------------------------------------- ----------------------------
1995 1996 1997 1996 1997
------------- ------------- ------------- -------------- ------------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
GROSS REVENUES ........................... $ 150,385 $ 156,325 $ 176,046 $ 38,430 $ 38,552
COST OF SALES ............................ (131,364) (135,925) (148,503) (34,221) (33,687)
EQUITY IN EARNINGS (LOSS) OF
UNCONSOLIDATED PARTNERSHIPS
AND THEATRICAL PRODUCTIONS .............. 2,183 3,048 6,838 (111) 1,185
---------- ---------- ---------- -------- ---------
Gross profit ........................... 21,204 23,448 34,381 4,098 6,050
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES ................. (13,351) (15,951) (21,260) (4,072) (5,018)
STOCK COMPENSATION ....................... (25) (3,675) (456) (6) (683)
LITIGATION SETTLEMENT .................... -- (3,657) -- -- --
DEPRECIATION AND AMORTIZATION ............ (1,223) (1,737) (1,896) (434) (523)
---------- ---------- ---------- ---------- ---------
Operating profit (loss) ................ 6,605 (1,572) 10,769 (414) (174)
INTEREST INCOME, related parties ......... 305 329 403 75 178
INTEREST INCOME, other ................... 147 176 60 35 6
INTEREST EXPENSE ......................... (655) (1,206) (1,997) (480) (867)
---------- ---------- ---------- ---------- ---------
INCOME (LOSS) BEFORE INCOME TAXES
AND MINORITY INTEREST ................... 6,402 (2,273) 9,235 (784) (857)
INCOME TAX (PROVISION) BENEFIT ........... (2,575) 714 (3,529) 222 182
MINORITY INTEREST ........................ (485) (446) (546) (130) (173)
---------- ---------- ---------- ---------- ---------
NET INCOME (LOSS) ........................ $ 3,342 $ (2,005) $ 5,160 $ (692) $ (848)
========== ========== ========== ========== =========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-7
<PAGE>
PACE ENTERTAINMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(IN THOUSANDS)
<TABLE>
<CAPTION>
ADDITIONAL TOTAL
COMMON PAID-IN RETAINED TREASURY SHAREHOLDERS'
STOCK CAPITAL EARNINGS STOCK EQUITY
-------- ------------ ---------- ---------- --------------
<S> <C> <C> <C> <C> <C>
BALANCE AT SEPTEMBER 30, 1994 ................ $ 3 $1,465 $ 8,778 $ (140) $ 10,106
Amortization of deferred stock compensation -- 25 -- -- 25
Net income .................................. -- -- 3,342 -- 3,342
--- ------ -------- ------ --------
BALANCE AT SEPTEMBER 30, 1995 ................ 3 1,490 12,120 (140) 13,473
Issuance of restricted stock and amortization
of deferred stock compensation ............ -- 420 -- -- 420
Net loss .................................... -- -- (2,005) -- (2,005)
--- ------ -------- ------ --------
BALANCE AT SEPTEMBER 30, 1996 ................ 3 1,910 10,115 (140) 11,888
Issuance of restricted stock and amortization
of deferred stock compensation ............ -- 32 -- -- 32
Net income .................................. -- -- 5,160 -- 5,160
--- ------ -------- ------ --------
BALANCE AT SEPTEMBER 30, 1997 ................ 3 1,942 15,275 (140) 17,080
Issuance of restricted stock and amortization
of deferred stock compensation
(unaudited) ............................... -- 155 -- -- 155
Net loss (unaudited) ........................ -- -- (848) -- (848)
--- ------ -------- ------ --------
BALANCE AT DECEMBER 31, 1997
(unaudited) ................................. $ 3 $2,097 $ 14,427 $ (140) $ 16,387
=== ====== ======== ====== ========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-8
<PAGE>
PACE ENTERTAINMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEARS ENDED SEPTEMBER 30 DECEMBER 31
-------------------------------------- ---------------------
1995 1996 1997 1996 1997
------------- ------------ ----------- ---------- ----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) ........................................ $ 3,342 $ (2,005) $ 5,160 $ (692) $ (848)
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities-
Depreciation and amortization .......................... 1,223 1,737 1,896 434 522
Equity in (earnings) loss of unconsolidated
partnerships .......................................... (1,624) (486) (4,912) 607 (1,150)
Distributions from unconsolidated partnerships ......... 1,297 1,090 2,354 1,073 411
Restricted stock compensation .......................... 25 3,675 456 6 683
Deferred income tax expense (benefit) .................. 848 (4,541) 2,037 36 (574)
Changes in operating assets and liabilities- ...........
Trade receivables ..................................... 447 (826) (465) 383 (2,179)
Notes receivable ...................................... (1,813) (1,227) 2,654 1,140 305
Prepaid expenses ...................................... (221) 1,466 (3,861) (2,099) (619)
Investments in theatrical productions ................. 305 (335) (1,913) (1,658) 444
Other assets .......................................... (37) (1,130) (421) (39) (469)
Accounts payable and accrued liabilities .............. 947 (1,142) (920) (264) (2,626)
Deferred revenue ...................................... (1,082) (1,008) 5,184 (7,004) 1,115
Other liabilities ..................................... 171 1,601 (34) 130 3,083
------- --------- --------- -------- --------
Net cash provided by (used in) operating
activities ......................................... 3,828 (3,131) 7,215 (7,947) (1,902)
------- --------- --------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions, net of cash acquired ....................... -- (13,233) (2,215) -- (178)
Capital expenditures ..................................... (728) (827) (1,008) (407) (900)
Loans and advances to related parties .................... (2,301) (535) (2,295) 2 169
Contributions to unconsolidated partnerships ............. (1,212) (1,806) (2,162) (618) (1,980)
------- --------- --------- -------- --------
Net cash used in investing activities ............... (4,241) (16,401) (7,680) (1,023) (2,889)
------- --------- --------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from debt additions ............................. 8,927 24,043 24,287 557 14,593
Payments on debt ......................................... (8,928) (6,512) (23,203) (873) (5,884)
------- --------- --------- -------- --------
Net cash provided by (used in) financing
activities ......................................... (1) 17,531 1,084 (316) 8,709
------- --------- --------- -------- --------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS ......................................... (414) (2,001) 619 (9,286) 3,918
CASH AND CASH EQUIVALENTS AT
BEGINNING OF YEAR ......................................... 25,580 25,166 23,165 23,165 23,784
------- --------- --------- -------- --------
CASH AND CASH EQUIVALENTS AT END OF
YEAR ..................................................... $25,166 $ 23,165 $ 23,784 $ 13,879 $ 27,702
======= ========= ========= ======== ========
SUPPLEMENTAL DISCLOSURE OF CASH
FLOW INFORMATION:
Interest paid ............................................ $ 620 $ 1,117 $ 1,900 $ 180 $ 644
Income taxes paid ........................................ 2,276 2,804 2,103 565 93
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-9
<PAGE>
PACE ENTERTAINMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1997
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION:
Description of Business
PACE Entertainment Corporation (referred to herein as PACE or the
Company), a Texas corporation, is a diversified live entertainment company
operating principally in the United States. The Company presents and produces
theatrical shows, musical concerts and specialized motor sports events. Through
certain unconsolidated partnerships, the Company also owns interests in and
operates amphitheaters, which are used primarily for the presentation of live
performances by musical artists.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of
PACE and its majority-owned subsidiaries. The Company accounts for its
investments in 50 percent or less owned entities, including theatrical
production partnerships, using the equity method. Intercompany balances are
eliminated.
The Company has various agreements related to the presentation of events
with other live entertainment organizations whereby the Company retains 50
percent to 80 percent of the profits from such events. The Company consolidates
the revenues and related costs from these events and records the amounts paid
to the other parties in cost of sales.
Cash Equivalents
The Company considers all highly liquid investments with a maturity of
three months or less when purchased to be cash equivalents. At September 30,
1997, the Company had restricted cash and cash equivalents of $2,950,000, which
secured letters of credit totaling $3,750,000.
Trade Receivables
Trade receivables are shown net of allowance for doubtful accounts of
$120,000 and $134,000 at September 30, 1996 and 1997, respectively.
Prepaid Expenses
Prepaid expenses include show advances and deposits, event advertising
costs and other costs directly related to future events. Such costs are charged
to operations upon completion of the related events.
As of September 30, 1996 and 1997, prepaid expenses included event
advertising costs of $1,337,000 and $1,498,000, respectively. The Company
recognized event advertising expenses of $13,818,000, $14,861,000 and
$13,802,000 in cost of sales for the years ended September 30, 1995, 1996 and
1997, respectively.
Investments in Theatrical Productions
Theatrical production partnerships are typically formed to invest in a
single theatrical production and, therefore, have limited lives which are
generally less than one year. Accordingly, the Company's investments in such
partnerships are generally shown as current assets. The partnerships amortize
production costs over the estimated life of each production based on the
percentage of revenues earned in relation to projected total revenues.
F-10
<PAGE>
PACE ENTERTAINMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Intangible Assets
Intangible assets consisted of the following (in thousands):
<TABLE>
<CAPTION>
SEPTEMBER 30
-----------------------
1996 1997
---------- ----------
<S> <C> <C>
Goodwill ............................................ $ 16,599 $ 17,851
Noncompete agreements and other intangibles ......... 3,940 3,857
-------- --------
20,539 21,708
Accumulated amortization ............................ (3,295) (3,814)
-------- --------
$ 17,244 $ 17,894
======== ========
</TABLE>
Goodwill, which represents the excess of costs of business acquisitions
over the fair value of net assets acquired, is being amortized on a
straight-line basis over periods not exceeding 40 years. The noncompete
agreements and other intangibles are being amortized on a straight-line basis
over periods generally not exceeding five years. The Company evaluates on an
ongoing basis whether events and circumstances indicate that the amortization
periods of intangibles warrant revision. Additionally, the Company periodically
assesses whether the carrying amounts of intangibles exceed their expected
future benefits and value, in which case an impairment loss would be
recognized. Such assessments are based on various analyses, including cash flow
and profitability projections.
Accounts Payable and Accrued Liabilities
Accounts payable and accrued liabilities consisted of the following (in
thousands):
<TABLE>
<CAPTION>
SEPTEMBER 30
---------------------
1996 1997
--------- ---------
<S> <C> <C>
Accounts payable .................. $ 1,192 $ 1,866
Accrued payroll ................... 2,384 2,936
Other accrued liabilities ......... 6,709 6,276
------- -------
$10,285 $11,078
======= =======
</TABLE>
Revenue Recognition
Revenues from the presentation and production of an event, including
interest on advance ticket sales, are recognized upon completion of the event.
Deferred revenue relates primarily to advance ticket sales.
The Company barters event tickets and sponsorship rights for products and
services, including event advertising. These barter transactions are not
recognized in the accompanying consolidated financial statements and are not
material to the Company's financial position or results of operations.
Stock-Based Compensation
The Company adopted Statement of Financial Accounting Standards (SFAS) No.
123, "Accounting for Stock-Based Compensation," during the year ended September
30, 1997, and implemented its disclosure provisions. While SFAS No. 123
encourages companies to recognize expense for stock options at estimated fair
value based on an option-pricing model, the Company has elected to continue to
follow Accounting Principles Board (APB) Opinion No. 25, "Accounting for Stock
Issued to Employees," and related interpretations in accounting for its
employee stock options.
F-11
<PAGE>
PACE ENTERTAINMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Financial Instruments
The carrying amounts of cash equivalents approximate fair value because of
the short maturities of these investments. The carrying amount of long-term
debt approximates fair value as borrowings bear interest at current market
rates.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires the Company to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
Reclassifications
Certain 1995 and 1996 amounts have been reclassified to conform with the
1997 presentation.
Interim Financial Information
The interim financial data as of December 31, 1997 and for the three-month
periods ended December 31, 1996 and 1997 is unaudited and certain information
and disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been omitted.
However, in the opinion of management, the interim data includes all
adjustments, consisting only of normal recurring adjustments, necessary for a
fair statement of the results for the interim periods. The results of
operations for the interim periods are not necessarily indicative of the
results to be expected for the entire year.
2. ACQUISITIONS:
On March 13, 1996, the Company acquired substantially all the assets of
SRO Motorsports (SRO), a division of Madison Square Garden, L.P., under an
asset purchase agreement for an aggregate initial purchase price of
approximately $13,300,000 in cash and $3,800,000 in assumed liabilities. The
agreement also provides for a contingent deferred purchase price not to exceed
$1,000,000, payable if annual earnings before interest, taxes, depreciation and
amortization of the Company's motor sports operations, as defined, exceed
$8,000,000 for any fiscal year through September 30, 2001. No deferred purchase
price costs had been incurred through September 30, 1997.
The acquisition of SRO was accounted for under the purchase method and the
assets acquired and liabilities assumed were recorded at fair value, resulting
in the recognition of $14,250,000 of goodwill and $400,000 of other
intangibles. The results of operations of SRO since March 13, 1996, have been
included in the accompanying consolidated financial statements.
The following unaudited pro forma information assumes that the Company had
acquired SRO as of October 1, 1994. The pro forma information includes
adjustments for interest expense that would have been incurred to finance the
acquisition, amortization of goodwill and other intangibles, the income tax
effects of the operations of SRO, and the elimination of certain intercompany
balances. The unaudited pro forma information, which is not necessarily
indicative of what actual results would have been, is as follows (in
thousands):
<TABLE>
<CAPTION>
YEAR ENDED
SEPTEMBER 30
-------------------------
1995 1996
----------- -----------
(UNAUDITED)
<S> <C> <C>
Gross revenues ............ $167,422 $172,952
Net income (loss) ......... 3,742 (257)
</TABLE>
F-12
<PAGE>
PACE ENTERTAINMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
3. INVESTMENTS IN UNCONSOLIDATED PARTNERSHIPS AND THEATRICAL
PRODUCTIONS:
Investments in unconsolidated partnerships and theatrical productions
consisted of the following (in thousands):
<TABLE>
<CAPTION>
SEPTEMBER 30
---------------------
1996 1997
--------- ---------
<S> <C> <C>
Investment in--
Pavilion Partners ................................. $ 3,131 $ 4,810
Universal/PACE Amphitheaters Group, L.P. .......... 3,380 3,991
Other ............................................. 2,305 5,098
------- -------
Investments in unconsolidated partnerships ......... 8,816 13,899
Investments in theatrical productions .............. 2,489 4,402
------- -------
$11,305 $18,301
======= =======
</TABLE>
The Company's share of earnings and the distributions received from these
investments were as follows (in thousands):
<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30
---------------------------------
1995 1996 1997
--------- --------- ---------
<S> <C> <C> <C>
Equity in earnings (losses) of--
Pavilion Partners ................. $1,872 $ 103 $2,803
Universal/PACE Amphitheaters
Group, L.P. ..................... 551 871 645
Other ............................. (799) (488) 1,464
------ ------ ------
Equity in earnings of unconsolidated
partnerships ...................... 1,624 486 4,912
Equity in earnings of theatrical
productions ....................... 559 2,562 1,926
------ ------ ------
$2,183 $3,048 $6,838
====== ====== ======
Distributions received from--
Pavilion Partners ................. $ 992 $1,002 $1,124
Universal/PACE Amphitheaters
Group, L.P. ..................... 166 78 34
Other ............................. 139 10 1,196
------ ------ ------
Distributions from unconsolidated
partnerships ...................... 1,297 1,090 2,354
Distributions from theatrical
productions ....................... 4,240 5,836 6,803
------ ------ ------
$5,537 $6,926 $9,157
====== ====== ======
</TABLE>
F-13
<PAGE>
PACE ENTERTAINMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Pavilion Partners
Pavilion Partners is a Delaware general partnership between the Company
and Amphitheater Entertainment Partnership (AEP). AEP is a partnership between
Sony Music Entertainment Inc. (Sony) and Blockbuster Entertainment Corporation
(Blockbuster). Pavilion Partners owns and operates amphitheaters, which are
used primarily for the presentation of live performances by musical artists.
Pavilion Partners had interests in 10 and 11 amphitheaters at September 30,
1996 and 1997, respectively. The Company owns a 33-1/3 percent interest in, and
is the managing partner of, Pavilion Partners.
In general, all of Pavilion Partners' income is allocated to the partners
in proportion to their respective ownership interests. The partnership
agreement generally restricts cash distributions to 35 percent of cash flow
after scheduled debt service. Additionally, PACE has been entitled to certain
priority allocations of net income based, in part, on the cash flow from one of
the amphitheaters it contributed to Pavilion Partners. During the periods ended
September 30, 1995, 1996 and 1997, the priority allocations of net income
included in the Company's equity in earnings of Pavilion Partners were
$771,000, $725,000 and $119,000, respectively. The cumulative amount of the
priority allocations of net income was limited; PACE is not entitled to any
future priority allocations. AEP is entitled to receive priority allocations of
net income once a loan related to an amphitheater contributed by Blockbuster is
repaid. The cumulative priority allocations of net income to AEP is limited to
$7,000,000. The loan is scheduled to mature in 2004 and no such allocation has
yet been made.
PACE also received booking fees of $323,000, $235,000 and $395,000 from
Pavilion Partners for the years ended September 30, 1995, 1996 and 1997,
respectively. In addition, the Company is reimbursed for certain costs of
providing management services to Pavilion Partners. These reimbursements
totaled $1,629,000, $1,824,000 and $1,968,000 during the periods ended
September 30, 1995, 1996 and 1997, respectively, and offset general and
administrative expenses.
Summarized financial information as of and for the years ended September
30, 1995, 1996 and 1997, for Pavilion Partners follows (in thousands):
<TABLE>
<CAPTION>
1995 1996 1997
---------- ---------- ----------
<S> <C> <C> <C>
Current assets ................................ $15,787 $20,700 $ 30,178
Noncurrent assets ............................. 64,619 72,793 72,598
------- ------- --------
Total assets ................................. $80,406 $93,493 $102,776
======= ======= ========
Current liabilities ........................... $ 9,467 $17,194 $ 19,748
Noncurrent liabilities ........................ 51,578 58,695 59,166
Partners' capital ............................. 19,361 17,604 23,862
------- ------- --------
Total liabilities and partners' capital ...... $80,406 $93,493 $102,776
======= ======= ========
Gross revenues ................................ $69,372 $89,223 $100,209
======= ======= ========
Gross profit .................................. $19,440 $27,993 $ 36,157
======= ======= ========
Net income (loss) ............................. $ 3,104 $ (839) $ 6,986
======= ======= ========
</TABLE>
F-14
<PAGE>
PACE ENTERTAINMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Universal/PACE
The Company owns a 32.5 percent interest in Universal/PACE Amphitheaters
Group, L.P. (Universal/PACE), a limited partnership between the Company and
Universal Concerts, Inc., which controls two amphitheaters. PACE earned
management fees of $167,000, $79,000 and $34,000 from Universal/PACE for the
years ended September 30, 1995, 1996 and 1997, respectively. Summarized
financial information as of and for the years ended September 30, 1995, 1996
and 1997, for Universal/PACE follows (in thousands):
<TABLE>
<CAPTION>
1995 1996 1997
--------- --------- ---------
<S> <C> <C> <C>
Current assets ................................ $ 4,085 $ 3,420 $ 6,659
Noncurrent assets ............................. 14,654 14,185 14,156
------- ------- -------
Total assets ................................. $18,739 $17,605 $20,815
======= ======= =======
Current liabilities ........................... $ 6,599 $ 3,876 $10,221
Noncurrent liabilities ........................ 6,467 5,618 602
Partners' capital ............................. 5,673 8,111 9,992
------- ------- -------
Total liabilities and partners' capital ...... $18,739 $17,605 $20,815
======= ======= =======
Gross revenues ................................ $24,070 $20,336 $25,299
======= ======= =======
Gross profit .................................. $ 5,968 $ 6,361 $ 5,817
======= ======= =======
Net income .................................... $ 1,183 $ 2,438 $ 1,880
======= ======= =======
</TABLE>
Other
The Company also has investments in numerous theatrical production and
other unconsolidated partnerships. Summarized financial information as of and
for the years ended September 30, 1995, 1996 and 1997, for these partnerships,
excluding Pavilion Partners and Universal/PACE, follows (in thousands):
<TABLE>
<CAPTION>
1995 1996 1997
------------ ---------- ----------
<S> <C> <C> <C>
Current assets ................................ $ 10,410 $ 12,433 $ 35,743
Noncurrent assets ............................. 5,668 7,267 14,050
-------- -------- --------
Total assets ................................. $ 16,078 $ 19,700 $ 49,793
======== ======== ========
Current liabilities ........................... $ 7,539 $ 6,566 $ 19,134
Noncurrent liabilities ........................ 2,315 2,250 2,957
Partners' capital ............................. 6,224 10,884 27,702
-------- -------- --------
Total liabilities and partners' capital ...... $ 16,078 $ 19,700 $ 49,793
======== ======== ========
Gross revenues ................................ $113,854 $111,715 $249,707
======== ======== ========
Gross profit .................................. $ 221 $ 10,440 $ 34,454
======== ======== ========
Net income (loss) ............................. $ (1,863) $ 9,823 $ 32,164
======== ======== ========
</TABLE>
F-15
<PAGE>
PACE ENTERTAINMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
4. LONG-TERM DEBT:
Long-term debt consisted of the following (in thousands):
<TABLE>
<CAPTION>
SEPTEMBER 30
-----------------------
1996 1997
---------- ----------
<S> <C> <C>
Term loan ........................ $ 14,464 $ 12,322
Revolving line of credit ......... 9,250 12,950
Other notes payable .............. 725 251
-------- --------
24,439 25,523
Less- Current portion ............ (2,576) (2,394)
-------- --------
$ 21,863 $ 23,129
======== ========
</TABLE>
In March 1996, the Company entered into a new credit agreement with
certain financial institutions. The credit agreement provides for a term loan
and a revolving line of credit, both of which bear interest at either LIBOR
plus 2 percent or prime, at the option of the Company. At September 30, 1997,
the weighted average interest rate was 7.8 percent. The term loan is scheduled
to mature in March 2001 and is payable in quarterly installments of $536,000
plus interest, with a balloon payment at maturity. The Company may borrow
$27,000,000 under the revolving line of credit until February 1998;
subsequently, borrowings are limited to $13,000,000 until March 2001, when the
revolving line of credit expires. The Company must pay a quarterly commitment
fee equal to 0.375 percent per annum on the average daily unused portion of the
revolving line of credit. The term loan and the revolving line of credit are
secured by substantially all of the Company's assets, including pledges of the
capital stock of its subsidiaries. The credit agreement contains various
restrictions and requirements relating to, among other things, mergers, sales
of assets, investments and maintenance of certain financial ratios.
At September 30, 1997, scheduled maturities of long-term debt were as
follows (in thousands):
<TABLE>
<S> <C>
For the year ending September 30--
1998 ............................ $ 2,394
1999 ............................ 2,143
2000 ............................ 2,143
2001 ............................ 18,843
-------
$25,523
=======
</TABLE>
F-16
<PAGE>
PACE ENTERTAINMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
5. INCOME TAXES:
Deferred taxes reflect the tax effects of temporary differences between
the financial statement carrying amounts and the tax bases of assets and
liabilities. Significant components of the Company's deferred tax assets and
liabilities were as follows (in thousands):
<TABLE>
<CAPTION>
SEPTEMBER 30
---------------------
1996 1997
-------- ----------
<S> <C> <C>
Deferred tax assets--
Investments in unconsolidated partnerships and
theatrical productions ......................... $ 286 $ 237
Accounts payable and accrued liabilities ......... 1,014 1,480
Restricted stock compensation .................... 1,387 409
Other noncurrent liabilities ..................... 1,717 --
Other ............................................ 107 281
------ ------
Total deferred tax assets ...................... 4,511 2,407
------ ------
Deferred tax liabilities--
Investments in unconsolidated partnerships and
theatrical productions ......................... 1,522 1,099
Prepaid expenses ................................. 907 1,237
Intangibles ...................................... 646 672
------ ------
Total deferred tax liabilities ................. 3,075 3,008
------ ------
$1,436 $ (601)
====== ======
</TABLE>
Deferred taxes are included in the consolidated balance sheets as follows
(in thousands):
<TABLE>
<CAPTION>
SEPTEMBER 30
-----------------------
1996 1997
--------- -----------
<S> <C> <C>
Current deferred tax assets .......... $1,872 $ 979
Other noncurrent liabilities ......... (436) (1,580)
------ --------
$1,436 $ (601)
====== ========
</TABLE>
The income tax (provision) benefit consisted of the following (in
thousands):
<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30
------------------------------------------
1995 1996 1997
------------ ------------ ------------
<S> <C> <C> <C>
Current--
Federal .............................. $ (1,251) $ (2,817) $ (1,319)
State ................................ (476) (1,010) (173)
Deferred--
Federal .............................. (692) 3,705 (1,777)
State ................................ (156) 836 (260)
-------- -------- --------
Total tax (provision) benefit ......... $ (2,575) $ 714 $ (3,529)
======== ======== ========
Effective tax rate .................... 44% 26% 41%
======== ======== ========
</TABLE>
F-17
<PAGE>
PACE ENTERTAINMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The reconciliation of income tax computed at the U.S. federal statutory
rates to the income tax (provision) benefit is as follows (in thousands):
<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30
---------------------------------------
1995 1996 1997
------------ --------- ------------
<S> <C> <C> <C>
Tax at the federal statutory rate ......... $ (2,012) $ 924 $ (2,954)
Increases resulting from--
State income taxes, net of federal tax
effect ................................. (417) (112) (286)
Nondeductible expenses ................... (60) (98) (185)
Other .................................... (86) -- (104)
-------- ------ --------
Total income tax (provision) benefit ..... $ (2,575) $ 714 $ (3,529)
======== ====== ========
</TABLE>
6. REDEEMABLE COMMON STOCK:
At September 30, 1997, the Company had outstanding 155 shares of common
stock that are redeemable under conditions that are not solely within the
control of the Company. The Company granted this redeemable stock to certain
executives during the years ended September 30, 1996 and 1997. To the extent
that the grants related to prior service, the Company recognized compensation
costs on the grant date. Additionally, the Company recognizes compensation
costs for the change in value of certain shares that, as discussed below, the
Company may be required to purchase from the executives at fair market value.
Restricted stock compensation related to these grants totaled $3,260,000 and
$425,000 during the years ended September 30, 1996 and 1997, respectively. The
Company has the right of first refusal to purchase the redeemable common stock
at fair market value.
Agreements with one executive who received 140 shares of redeemable stock
provide that the Company will have call options to purchase these shares from
the executive for a total of $3,420,000. These agreements also provide that the
executive will have put options to sell such shares to the Company for
$3,420,000. The put and call options are only exercisable if the executive's
employment is terminated before an initial public offering of the Company's
common stock.
Of the redeemable stock granted to this executive, 123 shares were granted
during the year ended September 30, 1996, and vested during the year ended
September 30, 1997. Since the grant related to prior service, the Company
recognized compensation costs on the grant date. During the year ended
September 30, 1997, the Company executed a promissory note in the amount of
$1,232,000 with this executive. This note bears interest at 5.45 percent, is
secured by 140 shares of the Company's common stock, and is scheduled to mature
in October 2001. The proceeds of the note were used to pay the executive's tax
liability related to the 123 shares that vested during the year ended September
30, 1997. Accordingly, the value of redeemable stock outstanding has been
reduced by this note receivable.
The remaining 17 shares of redeemable stock received by this executive
were granted during the year ended September 30, 1997, and vest ratably during
the years ending September 30, 1999 and 2000. To fund the executive's tax
liability related to these 17 shares, the Company may be required to purchase
up to 41 percent of the shares at fair market value when the shares vest. The
Company has similar agreements with the other executives who received the
remaining 15 shares of redeemable stock, which were granted during the year
ended September 30, 1996. In order to fund the executives' tax liabilities
related to these grants and related restricted common stock grants, these 15
shares of redeemable stock must be purchased at fair market value when the
shares vest during the years ended September 30, 1998 and 1999. Although all 32
shares that the Company may be required to purchase in order to satisfy
executives' tax liabilities have future vesting requirements, the Company
recognized
F-18
<PAGE>
PACE ENTERTAINMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
compensation costs on the grant dates to the extent the grants related to prior
service. The difference between such expense recognition and recognition over
the vesting periods is not material to the Company's results of operations and
financial position.
7. SHAREHOLDER'S EQUITY:
The Company granted 23 shares of restricted common stock to certain
executives during the year ended September 30, 1996. These shares vest ratably
during the years ended September 30, 1998 and 1999. Although the shares have
future vesting requirements, the Company recognized compensation costs on the
grant dates to the extent the grants related to prior service. The difference
between such expense recognition, which totaled $390,000 and $6,000 during the
years ended September 30, 1996 and 1997, respectively, and recognition over the
vesting periods is not material to the Company's results of operations and
financial position. The Company has the right of first refusal to purchase at
fair market value all of the shares granted during the year ended September 30,
1996. Additionally, if the executives' employment is terminated before an
initial public offering of the Company's common stock, the Company has a call
option to purchase the vested shares at fair market value.
Effective October 15, 1993, the Company and one of its officers entered
into an employment agreement which provided for the granting of 45 shares of
the Company's common stock. The shares vested over a five-year period and the
Company recorded related compensation expense of $25,000 for each of the years
ended September 30, 1995, 1996 and 1997.
8. STOCK OPTIONS:
The Company adopted the 1996 Stock Incentive Compensation Plan during the
year ended September 30, 1996. Under the plan, the Company may grant awards
based on its common stock to employees and directors. Such awards may include,
but are not limited to, restricted stock, stock options, stock appreciation
rights and convertible debentures. Up to 325 shares of common stock may be
issued under the plan. During the year ended September 30, 1996, the Company
granted options to purchase 117 shares of common stock at a weighted average
exercise price of $18,989 per share, which approximated fair value on the date
of grant. Such options vest and are generally exercisable ratably over a
four-year period. The options expire in 10 years.
An option to purchase 22 shares of common stock at $10,000 per share was
granted to an executive during the year ended September 30, 1994. This option
was canceled subsequent to September 30, 1997.
Because the exercise prices of the Company's employee stock options
equaled the fair market value of the underlying stock on the date of grant, no
compensation expense was recognized in accordance with APB Opinion No. 25. Had
compensation cost for the options been determined based on the fair value at
the grant date pursuant to SFAS No. 123, the Company's net income would have
decreased by $49,000 and $148,000 for the years ended September 30, 1996 and
1997, respectively. For this purpose, the fair value of the options was
estimated using the minimum value method assuming that the risk-free interest
rate was 6.7 percent and that no dividends will be paid.
9. RELATED-PARTY TRANSACTIONS:
The Company contracts with certain theatrical partnerships of which it is
a minority partner to obtain the rights to present theatrical productions in
the Company's markets. Approximately $20,000,000, $33,400,000 and $31,200,000
of expenses were incurred for such rights and included in cost of sales during
the years ended September 30, 1995, 1996 and 1997, respectively.
The Company contracts with certain unconsolidated partnerships to sell the
rights to present musical concerts. Approximately $2,446,000 of revenues was
earned from the sale of such rights during the year ended September 30, 1997.
No such rights were sold during the years ended September 30, 1995 and 1996.
F-19
<PAGE>
PACE ENTERTAINMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
As of September 30, 1997, notes receivable, related parties included
$6,453,000 due from executives and $1,571,000 due from other related parties.
Two of the notes receivable from executives are promissory notes from the
Company's principal shareholder. As of September 30, 1997, these two notes
totaled $5,961,000, including accrued interest of $550,000. One note, in the
original principal amount of $2,911,000, bears interest at 5.83 percent, is
secured by 254 shares of PACE common stock and matures on March 28, 1999. The
other note is for $2,500,000, bears interest at 6.34 percent, is secured by 246
shares of PACE common stock and was scheduled to mature on November 3, 1997.
This note has been extended to mature on November 4, 2000. Interest income on
these two notes was approximately $300,000 for each of the years ended
September 30, 1995, 1996 and 1997. At September 30, 1997, the Company also had
a $583,000 receivable from its principal shareholder. The principal shareholder
has represented his intention to pay the outstanding loans and receivable
balance from personal assets or if necessary, the liquidation of certain
ownership interests in the Company.
At September 30, 1997, notes receivable from other related parties
included $945,000 due from a joint venture partner. The terms of the related
joint venture agreement provide for the Company to loan to the joint venture
partner any required capital contributions, to be repaid on a priority basis
from the profits allocated to the joint venture partner. The advances accrue
interest at the prime rate plus 4 percent (12.5 percent at September 30, 1997)
and are secured by the joint venture partner's 50 percent interest in the joint
venture.
10. LITIGATION SETTLEMENT:
The Company was previously named as a defendant in a case filed in Wake
County, North Carolina (Promotion Litigation). There were several other
defendants named in the litigation, including Pavilion Partners, with various
causes of action asserted against one or more of each of the defendants,
including (a) breach of alleged contract, partnership, joint venture and
fiduciary duties between certain of the defendants and Pro Motion Concerts, (b)
constructive fraud, (c) interference with prospective advantage, (d) unfair
trade practices, (e) constructive trust and (f) unjust enrichment. The essence
of the plaintiffs' claims was that certain of the defendants agreed to enter
into a partnership with plaintiffs for the development and operation of an
amphitheater.
On May 1, 1997, the Promotion Litigation was settled. All defendants were
fully and finally released with prejudice from any and all claims and causes of
action. The defendants did not acknowledge or admit any liability. The
settlement called for payments from defendants totaling $4,500,000. The Company
was obligated to pay $1,500,000 immediately after the settlement and is
obligated to pay an additional $2,000,000 on or before May 1, 1998. To
guarantee payment of this $2,000,000 obligation, the Company had a standby
letter of credit outstanding at September 30, 1997. The remaining $1,000,000 of
the settlement was paid by Pavilion Partners during the year ended September
30, 1997. This expense and related legal expenses were charged to operations
for the year ended September 30, 1996.
F-20
<PAGE>
PACE ENTERTAINMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
11. COMMITMENTS AND CONTINGENCIES:
Leases
The Company leases office facilities under noncancelable operating leases
with future minimum rent payments as follows (in thousands):
<TABLE>
<S> <C>
For the year ending September 30--
1998 ............................ $1,006
1999 ............................ 417
2000 ............................ 215
2001 ............................ 193
2002 ............................ 195
Thereafter ....................... 33
------
Total ........................... $2,059
======
</TABLE>
Rent expense was $676,000, $765,000 and $1,084,000 for the years ended
September 30, 1995, 1996 and 1997, respectively.
Change in Control Provisions
The Company and its unconsolidated partnerships, including Pavilion
Partners, have entered into numerous leases and other contracts in the ordinary
course of business. Certain of these agreements either contain restrictions on
their assignability or would require third-party approval of a change in
control of the Company.
Employment Agreements
The Company has employment agreements with certain key employees. Such
agreements generally provide for minimum salary levels, guaranteed bonuses and
incentive bonuses which are payable if specified financial goals are attained.
As of September 30, 1997, the Company's minimum commitment under these
agreements were as follows (in thousands):
<TABLE>
<S> <C>
For the year ending September 30--
1998 ............................ $4,463
1999 ............................ 3,825
2000 ............................ 2,789
2001 ............................ 1,430
2002 ............................ 743
</TABLE>
The Company is currently negotiating certain other employment agreements
that may result in additional future commitments.
Insurance
The Company carries a broad range of insurance coverage, including general
liability, workers' compensation, stop-loss coverage for its employee health
plan and umbrella policies. The Company carries deductibles of up to $10,000
per occurrence for general liability claims and is self-insured for annual
healthcare costs of up to $25,000 per covered employee and family. The Company
has accrued for estimated potential claim costs in satisfying the deductible
and self-insurance provisions of the insurance policies for claims occurring
through September 30, 1997. The accrual is based on known facts and historical
trends, and management believes such accrual to be adequate.
F-21
<PAGE>
PACE ENTERTAINMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Legal Proceedings
Various legal actions and claims are pending against the Company, most of
which are covered by insurance. In the opinion of management, the ultimate
liability, if any, which may result from these actions and claims will not
materially affect the financial position or results of operations of the
Company.
Guarantees
The Company has guaranteed a $2,438,000 debt of a partnership in which
Pavilion Partners holds a 50 percent interest. PACE has agreements with its
partners whereby they would assume approximately 50 percent of any liability
arising from this guarantee. The debt matures June 1, 2003. Management does not
believe that the guarantee will result in a material liability to the Company.
Income Taxes
The Internal Revenue Service is examining several years of returns of a
majority-owned subsidiary. Management is currently discussing a possible
settlement of approximately $600,000, which has been accrued in the Company's
financial statements.
Subscription Agreement
During April 1995, the Company acquired an interest in a company
incorporated in the United Kingdom. Pursuant to a subscription agreement, the
Company made payments totaling $1,355,000 prior to September 30, 1997. The
Company has agreed to pay an additional (pounds sterling)239,000 in April
1998.
Construction Commitments
An unconsolidated partnership has committed to certain renovation work at
its amphitheater. The Company may be obligated to fund up to approximately $7.3
million of these renovations. Through its investment in another unconsolidated
partnership, the Company has an interest in a performance hall being
constructed for musical and theatrical presentations. The Company had funded
$0.4 million of the performance hall construction costs through September 30,
1997; the Company's estimated additional funding commitments are approximately
$2.0 million. In addition, the Company and several third parties are currently
negotiating definitive agreements to develop a theatrical venue. The Company
may be obligated to fund approximately $3.0 million of the costs of this
development over an undetermined period of time.
Put Option Agreement
The Company has entered into put option agreements with two banks whereby
the Company may be required to repurchase a total of 1,000 shares of the
Company's common stock held by an affiliate that collateralizes the personal
loans of the Company's principal shareholder at a per share price of $1,500.
The put options are effective only in the event of a loan default of the
shareholder prior to July 31, 1999. At September 30, 1997, the loans were not
in default.
12. SUBSEQUENT EVENTS:
Subsequent to September 30, 1997, the Company entered into certain
agreements with an executive who previously had been granted an option to
purchase 22 shares of common stock at $10,000 per share. Pursuant to the new
agreements, the option was canceled and the executive was granted 22 shares of
restricted common stock.
In December 1997, the Company and its shareholders entered into an
agreement with SFX Entertainment, Inc. (SFX), whereby the shareholders would
sell their interests in the Company to SFX (SFX Transaction). The purchase
price of $109 million in cash and 1,500,000 shares of SFX
F-22
<PAGE>
PACE ENTERTAINMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Class A Common Stock is subject to adjustment prior to closing. Closing is
subject to certain conditions, including approval of certain third parties.
Concurrent with closing, the agreement requires, among other things, the
repayment of all outstanding loans and receivables due from the Company's
principal shareholder (see Note 9) and the repayment of the promissory note
received from an executive in connection with a stock grant (see Note 6).
Additionally, the agreement provides for the settlement of all restricted and
redeemable stock, as well as all outstanding stock options. This settlement is
expected to result in a one-time charge by the Company of approximately $4.7
million, net of related tax effects. The agreement also requires SFX to provide
the Company with a $25 million line of credit (Acquisition Facility) to be used
for certain acquisitions being contemplated by the Company. If the acquisition
of the Company is not consummated, this line of credit will be converted to a
term loan in the amount of advances then outstanding or, under certain
circumstances, will become immediately due and payable. This bridge financing
is secured by the assets acquired and an option to purchase the Company's
interest in Pavilion Partners.
In December 1997, the Company entered into agreements to effectively
purchase substantially all of the assets of United Sports of America (USA
Transaction), a producer and presenter of demolition derbies, thrill shows, air
shows, monster truck shows, tractor pull events, motorcycle racing and bull
riding in the United States and Canada. Pursuant to the agreements, the total
purchase price is $6,000,000 in cash of which an option amount of $500,000 was
paid upon the execution of the agreement and closing is subject to the
satisfactory completion of due diligence by the Company. Management does not
expect this transaction to close until May 1998. In the event the transaction
does not close, the option amount will be forfeited if certain conditions are
not met.
In December 1997, the Company entered into an agreement to purchase
Blockbuster's 33-1/3 percent interest in Pavilion Partners (Blockbuster
Transaction) for $4,171,000 in cash, $2,940,000 in assumed liabilities and the
assumption of certain indemnification obligations of Blockbuster under the
Pavilion Partners Partnership Agreement. In addition, the Company has agreed to
purchase a note with a balance of $9,507,000, including accrued interest of
$1,601,000, at September 30, 1997. The transaction is contingent on, among
other things, obtaining acceptable financing including the release of
Blockbuster from certain debt obligations and the approval of Sony. (Note 3)
On December 22, 1997, the Company entered into an agreement to purchase
Sony's 33-1/3 percent interest in Pavilion Partners (Sony Transaction) for
$27,500,000 in cash. The transaction is contingent on, among other things,
government approval and obtaining acceptable financing including the release of
Sony from certain debt obligations. (see Note 3)
13. EVENTS SUBSEQUENT TO DATE OF AUDITORS' REPORT (UNAUDITED)
Effective February 25, 1998, the SFX Transaction, Blockbuster Transaction
and Sony Transaction closed. In conjunction with the closing, SFX retired the
Company's outstanding term loan and revolving line of credit and purchased or
retired a substantial portion of the indebtedness of Pavilion Partners,
including debt which was previously guaranteed by PACE. No borrowings had been
made under the Acquisition Facility, which expired with the closing of the SFX
Transaction. Additionally, all put option agreements related to the Company's
common stock were terminated.
During February 1998, the Company granted 40 shares of restricted common
stock to an executive. This grant combined with the settlement of all
restricted and redeemable stock, all outstanding stock options and certain
bonuses paid in conjunction with the SFX Transaction resulted in a one-time
charge during February 1998 of approximately $6.4 million, net of related tax
effects.
The USA Transaction closed on March 25, 1998. To effect the USA
Transaction, PACE contributed $4,000,000 to a newly formed partnership and that
partnership acquired a 67% interest in certain assets and liabilities of United
Sports of America from third parties. The remaining 33% interest in those
assets and liabilities was contributed to the partnership by a subsidiary of
SFX.
F-23
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Partners of Pavilion Partners:
We have audited the accompanying consolidated balance sheet of Pavilion
Partners, a Delaware general partnership, as of September 30, 1997, and the
related consolidated statements of income, partners' capital and cash flows for
the year then ended. These consolidated financial statements are the
responsibility of the partnership's management. Our responsibility is to
express an opinion on these consolidated financial statements based on our
audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Pavilion Partners
as of September 30, 1997, and the results of its operations and its cash flows
for the year then ended in conformity with generally accepted accounting
principles.
ARTHUR ANDERSEN LLP
Houston, Texas
December 15, 1997 (except with
respect to the matters discussed
in Note 11, as to which the date
is December 22, 1997)
F-24
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Partners of Pavilion Partners
In our opinion, the accompanying consolidated balance sheet and the
related consolidated statements of income, of partners' capital and of cash
flows present fairly, in all material respects, the financial position of
Pavilion Partners and its subsidiaries (the Partnership) at September 30, 1996
and the results of their operations and their cash flows for the year ended
October 31, 1995 and the eleven months ended September 30, 1996, in conformity
with generally accepted accounting principles. These financial statements are
the responsibility of the Partnership's management; our responsibility is to
express an opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with generally accepted
auditing standards which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for the opinion expressed above.
PRICE WATERHOUSE LLP
Houston, Texas
December 12, 1996
F-25
<PAGE>
PAVILION PARTNERS
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
SEPTEMBER 30
---------------------- DECEMBER 31
1996 1997 1997
--------- ---------- -----------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents .............................. $ 8,554 $ 17,898 $15,464
Accounts receivable .................................... 7,842 6,167 2,067
Accounts receivable, related parties ................... 1,878 3,878 1,687
Notes receivable, related parties ...................... 1,218 1,218 1,218
Prepaid expenses and other current assets .............. 1,208 1,017 622
------- -------- -------
Total current assets .............................. 20,700 30,178 21,058
Prepaid rent ........................................... 7,075 6,938 6,898
Property and equipment, net ............................ 61,292 59,938 59,291
Other assets ........................................... 4,426 5,722 5,777
------- -------- -------
Total assets ...................................... $93,493 $102,776 $93,024
======= ======== =======
LIABILITIES AND PARTNERS' CAPITAL
CURRENT LIABILITIES:
Accounts payable ....................................... $ 1,404 $ 1,193 $ 260
Accounts payable, related parties ...................... 1,866 3,948 2,193
Accrued liabilities .................................... 8,112 7,032 5,614
Deferred revenue ....................................... 3,602 5,081 3,067
Current portion of notes payable and capital lease
obligation ........................................... 1,573 1,614 1,639
Current portion of note payable, related party ......... 637 880 945
------- -------- -------
Total current liabilities ......................... 17,194 19,748 13,718
Notes payable .......................................... 43,680 42,192 41,879
Note payable, related party ............................ 7,268 7,025 6,961
Capital lease obligation ............................... 6,130 5,989 5,952
Other liabilities and minority interests in consolidated
subsidiaries ......................................... 1,617 3,960 2,911
------- -------- -------
Total liabilities ................................. 75,889 78,914 71,421
COMMITMENTS AND CONTINGENCIES
PARTNERS' CAPITAL ....................................... 17,604 23,862 21,603
------- -------- -------
Total liabilities and partners' capital ........... $93,493 $102,776 $93,024
======= ======== =======
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-26
<PAGE>
PAVILION PARTNERS
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS)
<TABLE>
<CAPTION>
ELEVEN MONTHS THREE MONTHS ENDED
YEAR ENDED ENDED YEAR ENDED DECEMBER 31,
OCTOBER 31, SEPTEMBER 30, SEPTEMBER 30, -------------------------
1995 1996 1997 1996 1997
------------- --------------- -------------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
TICKET REVENUES .................... $43,266 $50,151 $ 58,479 $ 4,186 $ 4,554
OTHER OPERATING REVENUES 28,109 33,942 41,730 3,254 3,141
------- ------- -------- -------- --------
Total revenues .................. 71,375 84,093 100,209 7,440 7,695
COST OF SALES ...................... 49,226 57,723 64,052 4,862 5,229
------- ------- -------- -------- --------
Gross profit .................... 22,149 26,370 36,157 2,578 2,466
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 8,329 9,774 10,858 2,299 1,987
DEPRECIATION AND
AMORTIZATION ...................... 2,461 3,346 3,975 961 1,031
OTHER OPERATING COSTS .............. 5,345 7,390 8,531 961 723
LITIGATION EXPENSES AND
SETTLEMENT ........................ -- 2,380 -- -- --
------- ------- -------- -------- --------
Operating profit (loss) ......... 6,014 3,480 12,793 (1,643) (1,275)
INTEREST INCOME .................... 504 391 532 74 167
INTEREST EXPENSE ................... 2,793 3,855 4,413 1,127 1,102
------- ------- -------- -------- --------
INCOME (LOSS) BEFORE
MINORITY INTEREST ................. 3,725 16 8,912 (2,696) (2,210)
MINORITY INTEREST .................. 276 308 1,926 (63) (59)
------- ------- -------- -------- --------
NET INCOME (LOSS) .................. $ 3,449 $ (292) $ 6,986 $ (2,633) $ (2,151)
======= ======= ======== ======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-27
<PAGE>
PAVILION PARTNERS
CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL
(IN THOUSANDS)
<TABLE>
<CAPTION>
AMPHITHEATER
ENTERTAINMENT
PARTNERSHIP SM/PACE, INC. TOTAL
-------------- --------------- ----------
<S> <C> <C> <C>
BALANCE, October 31, 1994 ...................... $ 13,108 $2,805 $ 15,913
Net income .................................... 1,788 1,661 3,449
Distributions ................................. -- (699) (699)
-------- ------ --------
BALANCE, October 31, 1995 ...................... 14,896 3,767 18,663
Net income (loss) ............................. (330) 38 (292)
Distributions ................................. -- (767) (767)
-------- ------ --------
BALANCE, September 30, 1996 .................... 14,566 3,038 17,604
Net income .................................... 4,578 2,408 6,986
Distributions ................................. -- (728) (728)
-------- ------ --------
BALANCE, September 30, 1997 .................... $ 19,144 $4,718 $ 23,862
Net loss (unaudited) .......................... (1,435) (716) (2,151)
Distributions (unaudited) ..................... -- (108) (108)
-------- ------ --------
BALANCE, December 31, 1997 (unaudited) ......... $ 17,709 $3,894 $ 21,603
======== ====== ========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-28
<PAGE>
PAVILION PARTNERS
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
FOR THE
FOR THE ELEVEN MONTHS FOR THE THREE MONTHS ENDED
YEAR ENDED ENDED YEAR ENDED DECEMBER 31,
OCTOBER 31, SEPTEMBER 30, SEPTEMBER 30, ---------------------------
1995 1996 1997 1996 1997
------------- --------------- -------------- ------------ ------------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net income (loss) ....................... $ 3,449 $ (292) $ 6,986 $ (2,633) $ (2,151)
Adjustments to reconcile net
income (loss) to net cash
provided by operating
activities--
Depreciation and amortization ......... 2,461 3,346 3,975 961 1,031
Minority interest ..................... 276 308 1,926 (63) (59)
Changes in assets and
liabilities--
Accounts receivable .................. (1,455) (3,647) 1,669 5,124 4,100
Accounts receivable and
payable, related parties ........... 32 (756) 82 (299) 436
Prepaid expenses and other
current assets ..................... 191 (296) 266 774 435
Accounts payable and accrued
liabilities ........................ (512) 1,695 (2,184) (1,925) (2,350)
Deferred revenue and other
liabilities ........................ 1,304 2,110 2,284 (2,082) (2,092)
Other, net ........................... (785) (1,259) (1,548) (141) (1,210)
--------- -------- -------- -------- --------
Net cash provided by (used
in) operating activities .......... 4,961 1,209 13,456 (284) (1,860)
--------- -------- -------- -------- --------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Payments of preoperating costs .......... (1,318) (1,114) (59) (271) --
Capital expenditures .................... (25,856) (7,483) (1,879) (15) (178)
--------- -------- -------- -------- --------
Net cash used in investing
activities ........................ (27,174) (8,597) (1,938) (286) (178)
--------- -------- -------- -------- --------
CASH FLOWS FROM
FINANCING ACTIVITIES:
Funding of capital commitments by
partners .............................. 4,046 -- -- -- --
Distributions to partner ................ (699) (767) (728) (728) (108)
Proceeds from borrowings ................ 24,322 8,323 -- -- --
Repayments of borrowings ................ (639) (1,072) (1,446) (375) (288)
--------- -------- -------- -------- --------
Net cash provided by (used
in) financing activities .......... 27,030 6,484 (2,174) (1,103) (396)
--------- -------- -------- -------- --------
NET INCREASE (DECREASE) IN
CASH AND CASH
EQUIVALENTS ............................. 4,817 (904) 9,344 (1,673) (2,434)
CASH AND CASH
EQUIVALENTS AT
BEGINNING OF PERIOD ..................... 4,641 9,458 8,554 8,554 17,898
--------- -------- -------- -------- --------
CASH AND CASH
EQUIVALENTS AT END OF
PERIOD .................................. $ 9,458 $ 8,554 $ 17,898 $ 6,881 $ 15,464
========= ======== ======== ======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-29
<PAGE>
PAVILION PARTNERS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION AND BASIS OF PRESENTATION:
Pavilion Partners (the Partnership) is a Delaware general partnership
between SM/PACE, Inc. (PACE), which is a wholly owned subsidiary of PACE
Entertainment Corporation, and Amphitheater Entertainment Partnership (AEP).
AEP is a partnership between a wholly owned subsidiary of Sony Music
Entertainment Inc. (Sony) and two wholly owned subsidiaries of Blockbuster
Entertainment Corporation (Blockbuster). PACE is the managing partner of the
Partnership. AEP owns a 66-2/3 percent interest in the Partnership, and PACE
owns a 33-1/3 percent interest in the Partnership.
In April 1990, Sony and PACE formed YM/PACE Partnership which changed its
name to the Sony Music/PACE Partnership. Effective April 1, 1994, the partners
entered into an agreement whereby Blockbuster obtained an indirect 33-1/3
percent interest in Sony Music/PACE Partnership, which was renamed Pavilion
Partners. In accordance with the agreement, Sony contributed an
interest-bearing note in the amount of $4,250,000 and its existing interest in
Sony Music/PACE Partnership to AEP. Concurrently, Blockbuster contributed an
interest-bearing note in the amount of $4,250,000 and its interest in three
existing amphitheaters to AEP. AEP in turn contributed these assets to the
Partnership. At the same time, PACE Entertainment Corporation contributed its
interest in two existing amphitheaters to the Partnership. Upon completion of
these contributions to the Partnership, AEP owned a 66-2/3 percent interest in
the Partnership and PACE owned a 33-1/3 percent interest in the Partnership.
The Partnership owns and operates amphitheaters, which are primarily used
for the presentation of live performances by musical artists. As of September
30, 1997, the Partnership owned interests in or leased 10 amphitheaters and had
a long-term management contract to operate an additional amphitheater. All of
the amphitheaters owned or operated by the Partnership are located in the
United States.
In April 1997, the Partnership entered into a new partnership agreement
with a third party to be known as Western Amphitheater Partners (WAP). The
Partnership contributed or licensed the assets and liabilities of the Glen
Helen Amphitheatre, and the other partner contributed or licensed the assets
and liabilities of the Irvine Meadows Amphitheatre. Each partner has a 50
percent interest in WAP. Under the terms of the Partnership agreement, the
partners are required to make an additional capital contribution of
approximately $850,000 each in WAP which was accrued by the Partnership at
September 30, 1997. The fiscal year-end for the WAP partnership will be
December 31.
During 1996, the Partnership changed its fiscal year-end from October 31
to September 30.
2. SIGNIFICANT ACCOUNTING POLICIES:
Principles of Consolidation
The consolidated financial statements of the Partnership include all of
its wholly owned subsidiaries and other partnerships in which Pavilion Partners
holds a controlling interest. All partnerships in which Pavilion Partners holds
less than a controlling interest are reported on the equity method of
accounting. All significant intercompany transactions have been eliminated in
consolidation.
Basis of Contributed Assets
All assets contributed to the Partnership by the partners were recorded at
the carrying values of the contributing entities.
Revenue Recognition
The Partnership records revenues from the presentation of events at the
completion of the related event. Advance ticket sales are classified as
deferred revenue until the event has occurred. Sponsorship and other revenues
that are not related to any single event are classified as deferred revenue and
amortized over each of the amphitheaters' various shows during the operating
season.
F-30
<PAGE>
PAVILION PARTNERS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The Partnership barters event tickets and sponsorship rights for products
and services, including event advertising. These barter transactions are not
recognized in the accompanying consolidated financial statements and are not
material to the Partnership's financial position or results of operations.
Income Taxes
No provision for federal or state income taxes is necessary in the
financial statements of the Partnership because, as a partnership, it is not
subject to federal or state income taxes and the tax effect of its activities
accrues to the partners.
Prepaid Expenses
Prepaid expenses include show advances and deposits, event advertising
costs and other costs directly related to future events. Such costs are charged
to operations upon completion of the related events.
As of September 30, 1996 and 1997, prepaid expenses included event
advertising costs of $160,000 and $137,000, respectively. The Partnership
recognized event advertising expenses of $5,815,000, $6,439,000 and $6,569,000
in cost of sales for the year ended October 31, 1995, the eleven months ended
September 30, 1996, and the year ended September 30, 1997, respectively.
Other Assets
The Partnership incurs certain costs in identifying and selecting
potential sites for amphitheater development. All costs incurred by the
Partnership during the initial site selection phase are expensed as incurred.
Certain incremental start-up costs that are incurred after a decision has been
made to develop a site are capitalized as preoperating costs. After an
amphitheater is fully developed, these preoperating costs are amortized on a
straight-line basis over a five-year period.
Contract acquisition costs include fees associated with securing a
contract with a booking agent for one of the Partnership's amphitheaters. These
costs are amortized on a straight-line basis over the life of the contract
which is 10 years.
Property and Equipment
Property and equipment is stated at cost. Repair and maintenance costs are
expensed as incurred. Interest incurred in connection with the construction of
an amphitheater is capitalized as part of the cost of the amphitheater. During
1995 and 1996, the Partnership capitalized interest in connection with the
construction of amphitheaters of $645,000 and $161,000, respectively. No
interest was capitalized in 1997.
Leasehold improvements are amortized on a straight-line basis over the
shorter of their estimated useful lives or the term of the lease. Other
property and equipment is depreciated on a straight-line basis over the
estimated useful lives of the assets. A summary of the principal ranges of
useful lives used in computing the annual provision for depreciation and
amortization is as follows:
<TABLE>
<CAPTION>
RANGE OF YEARS
---------------
<S> <C>
Buildings ....................... 27-31.5
Leasehold improvements .......... 5-31.5
Equipment ....................... 3-7
Furniture and fixtures .......... 5-10
</TABLE>
The Partnership evaluates on an ongoing basis whether events and
circumstances indicate that the estimated useful lives of property and
equipment warrant revision. The Partnership adopted Statement
F-31
<PAGE>
PAVILION PARTNERS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
of Financial Accounting Standard (SFAS) No. 121, "Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of," in 1997. The
adoption of SFAS No. 121 did not have a material effect on the Partnership's
financial position or results of operations.
Fair Value of Financial Instruments
The carrying amounts of the Partnership's financial instruments
approximate their fair value at September 30, 1996 and 1997.
Statement of Cash Flows
The Partnership considers all highly liquid investments with an original
maturity of three months or less to be cash equivalents. Interest paid was
$2,319,000, $3,652,000 and $3,917,000 for 1995, 1996 and 1997, respectively.
During the year ended October 31, 1995, the Partnership issued a note payable
with a fair value of $1,300,000 to a vendor in exchange for certain equipment
with a fair value which approximated the amount of the note. During 1997, the
Partnership contributed or licensed the assets and liabilities of the Glen
Helen Amphitheatre into the new WAP Partnership in which it holds a 50 percent
interest. The net book value of the investment made in the WAP Partnership was
$54,000.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires the Partnership to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
Reclassifications
Certain amounts in the 1995 and 1996 consolidated financial statements
have been reclassified to conform to the 1997 presentation.
Interim Financial Information
The interim financial data as of December 31, 1997 and for the three-month
periods ended December 31, 1996 and 1997 is unaudited and certain information
and disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been omitted.
However, in the opinion of management, the interim data includes all
adjustments, consisting only of normal recurring adjustments, necessary for a
fair statement of the results for the interim periods. The results of
operations for the interim periods are not necessarily indicative of the
results to be expected for the entire year.
3. PARTNERSHIP AGREEMENT:
The Partnership agreement provides, among other things, for the following:
Contributions and Project Loans
In addition to the initial contributions as discussed in Note 1, the
partners are obligated to contribute, in proportion to their respective
Partnership interests, any deficiency in the funding for the construction of
each approved amphitheater development or any operational shortfall, as defined
in the Partnership agreement. No such funding was required in 1995, 1996 or
1997.
In addition, AEP is responsible for providing project financing, as
defined, for each approved amphitheater development. To the extent AEP does not
fulfill this responsibility, AEP must indemnify, defend and hold harmless the
Partnership from all claims, demands, liabilities or other losses (including
the loss of any earnest money deposits and any reasonable attorneys' fees)
which might result from AEP's failure to provide such project loan.
F-32
<PAGE>
PAVILION PARTNERS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Income Allocation
In general, all of the Partnership's income is allocated to the partners
in proportion to their respective Partnership interests. However, PACE receives
a priority allocation of net income, as defined in the Partnership agreement,
until the cumulative amount of such allocations is equal to $2,000,000
increased by 7 percent of the unpaid allocation on the last day of each fiscal
year. Any such allocation of net income to PACE is distributed in the following
year. The priority allocation of net income to PACE for 1995, 1996 and 1997 was
approximately $767,000, $716,000 and $119,000, respectively. This allocation
obligation was fully satisfied with the distribution of the fiscal 1997 income
allocation amount during October 1997.
AEP is entitled to receive a priority allocation of net income once a loan
related to an amphitheater contributed by Blockbuster is repaid. At September
30, 1997, the loan balance is $7,905,000 and is payable in quarterly
installments with a balloon payment due at its maturity on April 1, 2004. The
priority allocation of net income is equal to 65 percent of the cash flow
attributable to the amphitheater, as defined in the Partnership agreement. The
cumulative priority allocation of net income to AEP is limited to $7,000,000.
No such allocation was made in 1995, 1996 or 1997.
On November 1 of each calendar year, the executive committee of the
Partnership determines if any excess cash exists in the Partnership's accounts
above what is necessary to fund future operations and obligations. Any such
excess cash may be distributed to the partners in proportion to their
respective interests in the Partnership. No distributions of excess cash flow
have been made.
4. PROPERTY AND EQUIPMENT:
The components of the Partnership's property and equipment are as follows
(in thousands):
<TABLE>
<CAPTION>
SEPTEMBER 30
-------------------
1996 1997
--------- ---------
<S> <C> <C>
Property ................................................ $ 695 $ 695
Buildings ............................................... 10,817 10,817
Leasehold improvements .................................. 53,148 53,826
Equipment ............................................... 5,007 4,488
Furniture and fixtures .................................. 705 722
Construction in progress ................................ -- 786
------- -------
70,372 71,334
Less--Accumulated depreciation and amortization ......... 9,080 11,396
------- -------
$61,292 $59,938
======= =======
</TABLE>
Depreciation and amortization expense associated with property and
equipment for 1995, 1996 and 1997 was $1,905,000, $2,693,000 and $3,179,000,
respectively.
Assets under capital lease included above are as follows (in thousands):
<TABLE>
<CAPTION>
SEPTEMBER 30
--------------------
1996 1997
--------- ---------
<S> <C> <C>
Building ............................... $5,333 $5,333
Furniture and equipment ................ 841 841
------ ------
6,174 6,174
Less--Accumulated depreciation ......... 2,068 2,237
------ ------
$4,106 $3,937
====== ======
</TABLE>
F-33
<PAGE>
PAVILION PARTNERS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Amortization expense associated with assets under capital lease for 1995,
1996 and 1997 was $169,000, $156,000 and $169,000, respectively.
5. OTHER ASSETS:
Other assets consist of the following (in thousands):
<TABLE>
<CAPTION>
SEPTEMBER 30
--------------------
1996 1997
--------- ---------
<S> <C> <C>
Preoperating costs, net of accumulated amortization of $2,092,000 and
$1,094,000, respectively.................................................. $2,153 $1,709
Investment in unconsolidated partnerships .................................. 1,302 2,797
Contract acquisition costs, net of accumulated amortization of $45,000 and
$129,000, respectively ................................................... 624 815
Other ...................................................................... 347 402
------ ------
$4,426 $5,723
====== ======
</TABLE>
During 1995, 1996 and 1997, the Partnership recognized equity in earnings
of unconsolidated partnerships of $263,000, $129,000 and $1,592,000,
respectively, which is included in other operating revenues.
6. ACCRUED LIABILITIES:
Accrued liabilities consist of the following (in thousands):
<TABLE>
<CAPTION>
SEPTEMBER 30
--------------------
1996 1997
-------- ---------
<S> <C> <C>
Interest ................................... $ 544 $ 522
Rent ....................................... 638 580
Taxes ...................................... 748 613
Litigation expenses and settlement ......... 1,873 --
Insurance .................................. 1,216 1,656
Other ...................................... 3,093 3,660
------ ------
$8,112 $7,031
====== ======
</TABLE>
Accrued liabilities do not include accrued interest on the notes payable
to Blockbuster (see Note 7). Such accrued interest, which is included in
accounts payable, related parties, was $1,082,000 and $1,601,000 as of
September 30, 1996 and 1997, respectively.
F-34
<PAGE>
PAVILION PARTNERS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
7. NOTES PAYABLE:
Notes payable to third parties consist of the following (in thousands):
<TABLE>
<CAPTION>
SEPTEMBER 30
-----------------------
1996 1997
---------- ----------
<S> <C> <C>
Note payable to a bank, interest at LIBOR plus 0.18% (6% at
September 30, 1996 and 1997), payments due semiannually
with a balloon payment due on maturity in July 2005,
guaranteed by Sony ........................................... $13,122 $12,573
Note payable to a bank, interest at 8.35% through July 2002 and
LIBOR plus 0.18% thereafter, due in July 2005, guaranteed by
Sony ......................................................... 10,000 10,000
Note payable to a bank, interest at LIBOR plus 0.85% (6.78% at
September 30, 1996 and 1997), payments due annually with a
balloon payment due on maturity in December 2005,
guaranteed by Blockbuster and Sony ........................... 7,732 7,575
Note payable to a bank, interest at prime minus 105 basis points
(7.2% and 7.45% at September 30, 1996 and 1997,
respectively), payments due quarterly with a balloon payment
due on maturity in April 2000, guaranteed by Sony ............ 6,449 6,356
Note payable to a bank, interest at 9.46%, payments due
quarterly with a balloon payment due on maturity in
December 1999, guaranteed by Sony ............................ 3,958 3,914
Note payable to a vendor, interest imputed at 8.98%, payments
due weekly through May 2005 .................................. 1,826 1,671
Other notes payable to vendors, interest at fixed rates ranging
from 8.2% to 10.72%, due in equal installments with final
maturities ranging from December 1996 through
February 2006 ................................................ 2,040 1,591
------- -------
Total ........................................................ 45,127 43,680
Less--Current maturities ....................................... 1,447 1,488
------- -------
Noncurrent portion ........................................... $43,680 $42,192
======= =======
Note payable to a related party consist of the following (in
thousands):
SEPTEMBER 30
---------------------
1996 1997
-------- --------
Note payable to Blockbuster, interest at 7%, payments due
quarterly with a balloon payment due on maturity in
April 2004, secured by property and equipment with a net
book value of $6,212 ......................................... $ 7,905 $ 7,905
Less--Current maturities ....................................... 637 880
-------- --------
Noncurrent portion ........................................... $ 7,268 $ 7,025
======== ========
</TABLE>
The terms of contracts with concessionaires such as food and beverage
vendors generally require the vendors to make a significant initial payment to
the Partnership at the time of the construction of an amphitheater. These
advances are repayable in periodic installments from amounts otherwise due to
the Partnership under the concession contracts. As of September 30, 1997, the
notes payable to
F-35
<PAGE>
PAVILION PARTNERS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
vendors under such arrangements had a weighted-average effective interest rate
of 9.15 percent. The Partnership's weighted-average interest rate on notes
payable to banks was 7.3 percent on September 30, 1997.
Interest expense on the note payable to a related party was $547,000,
$489,000 and $519,000 for 1995, 1996 and 1997, respectively. Principal and
interest on the note payable to a related party have not been paid as accounts
receivable, related parties from Blockbuster remain outstanding.
As of September 30, 1997, scheduled maturities of notes payable were as
follows:
<TABLE>
<S> <C>
1998 ............... $ 2,368
1999 ............... 1,841
2000 ............... 11,560
2001 ............... 1,751
2002 ............... 1,811
Thereafter ......... 32,254
-------
$51,585
=======
</TABLE>
8. LEASE COMMITMENTS:
The Partnership leases various amphitheaters under operating and capital
leases. Initial lease terms are 25 to 60 years with varying renewal periods at
the Partnership's option on most leases. A number of the amphitheater leases
provide for escalating rent over the lease term. Rental expense on operating
leases is recognized on a straight-line basis over the life of such leases. The
majority of the amphitheater leases provide for contingent rentals, generally
based upon a percentage of gross revenues, as defined in the respective lease
agreements. Minimum rental expense associated with operating leases for 1995,
1996 and 1997 was $648,000, $2,353,000 and $2,612,000, respectively. Contingent
rental expense associated with operating leases for 1995, 1996 and 1997 was
$2,407,000, $2,515,000 and $2,571,000, respectively. Contingent rental expense
associated with capital leases for 1995, 1996 and 1997 was $144,000, $155,000
and $149,000, respectively.
Minimum rental commitments on long-term capital and operating leases at
September 30, 1997, were as follows (in thousands):
<TABLE>
<CAPTION>
CAPITAL OPERATING
LEASES LEASES
--------- ----------
<S> <C> <C>
Year ending September 30--
1998 ............................................ $ 757 $ 2,902
1999 ............................................ 757 3,056
2000 ............................................ 756 3,148
2001 ............................................ 757 3,248
2002 ............................................ 757 3,297
Thereafter ...................................... 9,714 54,693
------- -------
13,498 $70,344
=======
Less--Amount representing interest ............... 7,383
-------
Present value of minimum rental payments ......... 6,115
Less--Current portion ............................ 126
-------
Noncurrent portion ............................... $ 5,989
=======
</TABLE>
9. RELATED PARTIES:
The responsibility for the day-to-day business and affairs of the
Partnership has been delegated by the partners to a managing director and
support staff employed by PACE Entertainment
F-36
<PAGE>
PAVILION PARTNERS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Corporation and its subsidiaries. PACE Entertainment Corporation and its
subsidiaries provide the Partnership with management and consulting services in
connection with the development, construction, maintenance and operation of
amphitheaters owned or leased by the Partnership. The Partnership paid
$1,650,000, $1,687,000 and $1,968,000 during 1995, 1996 and 1997, respectively,
to PACE Entertainment Corporation as reimbursement for the costs of these
services.
The Partnership paid PACE Music Group (PMG), a subsidiary of PACE
Entertainment Corporation, $289,000, $225,000 and $395,000 during 1995, 1996
and 1997, respectively, for services provided by PMG as a local presenter at
one of the Partnership's amphitheaters.
Accounts receivable from and accounts payable to related parties at
September 30, 1997, of $3,878,000 and $3,948,000, respectively, relate to
amounts owed to and due from the partners arising from the formation of the
Partnership and general and administrative expenses paid by or on behalf of the
Partnership.
Notes receivable, related parties consist of two notes due from AEP which
bear interest at 5.62 percent per annum and matured April 1, 1997. Principal
payments on the notes are due upon request by the Partnership in order to fund
the construction of proposed amphitheaters. Interest on the partners' notes
amounted to $192,000, $63,000 and $68,000 for 1995, 1996 and 1997,
respectively.
10. COMMITMENTS AND CONTINGENCIES:
Commitments
The Partnership guarantees 50 percent of a $2,305,000 promissory note
issued by its 50 percent equity partner in the Starwood Amphitheater. The note
matures on June 1, 2003.
The Partnership has committed to fund certain renovation work at one of
its amphitheaters in proportion to its 66-2/3 percent partnership interest in
that amphitheater. The renovations are to include increasing seating capacity
and upgrading the amphitheater's concession plazas and parking facilities. The
total budget for these renovations is approximately $11.0 million of which $5.0
million will be funded by the minority partner and a note payable to vendor,
therefore the Partnership's funding commitment is approximately $6.0 million.
The Partnership maintains cash in bank deposit accounts which, at times,
may exceed federally insured limits. The Partnership has not experienced any
losses in such accounts. Management performs periodic evaluations of the
relative credit standards of the financial institutions with which it deals.
Additionally, the Partnership's cash management and investment policies
restrict investments to low-risk, highly liquid securities. Accordingly,
management does not believe that the Partnership is currently exposed to any
significant credit risk on cash and cash equivalents.
The Partnership is subject to other claims and litigation arising in the
normal course of its business. The Partnership does not believe that any of
these proceedings will have a material adverse effect on its financial position
or results of operations.
The Partnership was previously named as a defendant in a case filed in
Wake County, North Carolina (Promotion Litigation). There were several
defendants named in the litigation with various causes of action asserted
against one or more of each of the defendants, including (a) breach of alleged
contract, partnership, joint venture and fiduciary duties between certain of
the defendants and Pro Motion Concerts, (b) constructive fraud, (c)
interference with prospective advantage, (d) unfair trade practices, (e)
constructive trust and (f) unjust enrichment. The essence of the plaintiff's
claims was that certain of the defendants agreed to enter into a partnership
with the plaintiffs for the development and operation of an amphitheater. On
May 1, 1997, the Promotion Litigation was settled. All defendants were fully
and finally released with prejudice from any and all claims and causes of
action. Although the defendants believe that they would have prevailed at a
trial of the Promotion
F-37
<PAGE>
PAVILION PARTNERS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Litigation, the defendants chose to settle rather than risk the uncertainties
of a trial. The defendants did not acknowledge or admit any liability. The
settlement called for payments to plaintiffs totaling $4.5 million, of which
$1.0 million was paid by the Partnership. The Partnership recorded litigation
settlement expense of $1.0 million at September 30, 1996. The settlement was
paid during May 1997.
Change in Control Provisions
The Partnership has entered into numerous leases and other contracts in
the ordinary course of business. Certain of these agreements either contain
restrictions on their assignability or would require third-party approval of a
change in control of the Partnership.
Employment Agreements
The Partnership has employment agreements with certain key employees. Such
agreements generally provide for minimum salary levels, guaranteed bonuses and
incentive bonuses which are payable if specified financial goals are attained.
As of September 30, 1997, the Company's minimum commitment under these
agreements were as follows (in thousands):
<TABLE>
<S> <C>
For the year ending September 30--
1998 ............................. $335
1999 ............................. 177
</TABLE>
Insurance
The Partnership carries a broad range of insurance coverage, including
general liability, workers' compensation, employee health coverage and umbrella
policies. The Partnership carries deductibles of up to $10,000 per occurrence
for general liability claims. The Partnership has accrued for estimated
potential claim costs in satisfying the deductible provisions of the insurance
policies for claims occurring through September 30, 1997. The accrual is based
on known facts and historical trends, and management believes such accrual to
be adequate.
11. SUBSEQUENT EVENTS:
In December 1997, the managing partner and its shareholders entered into
an agreement whereby the shareholders would sell their interests in PACE
Entertainment Corporation to SFX Entertainment, Inc. (SFX Transaction). Closing
is subject to certain conditions, including the approval of third parties.
On December 19, 1997, the PACE Entertainment Corporation entered into an
agreement to purchase Blockbuster's 33-1/3 percent interest in the Partnership
(Blockbuster Transaction) for $4,171,000 in cash, $2,940,000 in assumed
liabilities and the assumption of certain indemnification obligations of
Blockbuster under the Partnership agreement. In addition, PACE Entertainment
Corporation has agreed to purchase the note payable to Blockbuster with a
balance of $9,507,000, including accrued interest of $1,601,000, at September
30, 1997. The transaction is contingent on, among other things, obtaining
acceptable financing including the release of Blockbuster from certain debt
obligations and the approval of Sony.
On December 22, 1997, PACE Entertainment Corporation entered into an
agreement to purchase Sony's 33-1/3 percent interest in the Partnership (Sony
Transaction) for $27,500,000 in cash. The transaction is contingent on, among
other things, government approval and obtaining acceptable financing including
the release of Sony from certain debt obligations (see Note 7).
12. EVENT SUBSEQUENT TO DATE OF AUDITORS' REPORT (UNAUDITED)
Effective February 25, 1998, the SFX Transaction, Blockbuster Transaction
and Sony Transaction closed. In conjunction with the closing, SFX purchased or
retired approximately $38 million of the Partnership's outstanding notes
payable.
F-38
<PAGE>
REPORT OF INDEPENDENT AUDITORS
The Boards of Directors
Contemporary Group
We have audited the accompanying combined balance sheets of Contemporary
Group as of December 31, 1997 and 1996 and the related combined statements of
operations, cash flows and stockholders' equity for each of the three years in
the period ended December 31, 1997. These financial statements are the
responsibility of management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the combined financial statements referred to above
present fairly, in all material respects, the combined financial position of
Contemporary Group at December 31, 1997 and 1996 and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1997, in conformity with generally accepted accounting principles.
Ernst & Young LLP
New York, New York
May 22, 1998
F-39
<PAGE>
CONTEMPORARY GROUP
COMBINED BALANCE SHEETS
<TABLE>
<CAPTION>
DECEMBER 31
--------------------------------
1996 1997
--------------- --------------
<S> <C> <C>
ASSETS
Current assets:
Cash .............................................................. $ 2,972,409 $10,427,805
Accounts receivable ............................................... 4,067,444 7,672,187
Notes receivable - related party .................................. -- 1,000,000
Prepaid expenses and other current assets ......................... 272,105 210,640
------------ -----------
Total current assets ............................................... 7,311,958 19,310,632
Property and equipment, at cost, less accumulated depreciation and
amortization of $2,723,986 in 1996 and $3,264,972 in 1997 ......... 2,438,210 2,813,902
Reimbursable event costs ........................................... 474,469 152,617
Deferred event expenses ............................................ 250,973 402,460
Investment in Riverport ............................................ 4,934,513 5,436,717
Other assets ....................................................... 120,256 199,518
------------ -----------
Total assets ....................................................... $ 15,530,379 $28,315,846
============ ===========
LIABILITIES AND COMBINED STOCKHOLDERS' EQUITY
Current liabilities:
Accrued compensation and bonuses .................................. $ 2,906,153 $ 6,721,459
Accrued expenses and other current liabilities .................... 1,994,036 6,169,861
Accounts payable .................................................. 1,733,676 1,347,539
Current portion of note payable ................................... 667,138 1,075,000
------------ -----------
Total current liabilities .......................................... 7,301,003 15,313,859
Deferred revenue and other liabilities ............................. 2,586,880 5,570,295
Note payable, less current portion ................................. 1,659,723 739,424
Combined stockholders' equity ...................................... 3,982,773 6,692,268
------------ -----------
Total liabilities and combined stockholders' equity ................ $ 15,530,379 $28,315,846
============ ===========
</TABLE>
See accompanying notes.
F-40
<PAGE>
CONTEMPORARY GROUP
COMBINED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
--------------------------------------------------
1995 1996 1997
-------------- -------------- ----------------
<S> <C> <C> <C>
Operating revenues:
Event promotion revenue ..................... $39,159,137 $38,023,454 $ 48,057,060
Marketing revenue ........................... 7,670,138 12,969,621 30,195,359
Other event revenue ......................... 8,813,999 8,859,218 10,800,118
----------- ----------- ------------
55,643,274 59,852,293 89,052,537
Cost of revenue .............................. 44,240,953 46,410,935 66,940,088
----------- ----------- ------------
11,402,321 13,441,358 22,112,449
Operating expenses:
Salary and bonus expense .................... 5,944,644 8,010,991 18,992,476
Depreciation and amortization ............... 559,980 566,573 540,986
General and administrative expenses ......... 3,468,742 3,767,111 4,887,615
----------- ----------- ------------
9,973,366 12,344,675 24,421,077
Income (loss) from operations ................ 1,428,955 1,096,683 (2,308,628)
Other income (expense):
Interest income ............................. 226,024 158,512 201,310
Interest expense ............................ (140,773) (213,658) (192,130)
Loss on asset disposal ...................... -- -- (84,261)
Equity in income of Riverport ............... 1,332,898 822,716 1,002,204
----------- ----------- ------------
1,418,149 767,570 927,123
----------- ----------- ------------
Income before income taxes ................... 2,847,104 1,864,253 (1,381,505)
Federal and state taxes ...................... 20,677 35,367 --
----------- ----------- ------------
Net income (loss) ............................ $ 2,826,427 $ 1,828,886 $ (1,381,505)
=========== =========== ============
</TABLE>
See accompanying notes.
F-41
<PAGE>
CONTEMPORARY GROUP
COMBINED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
----------------------------------------------------
1995 1996 1997
--------------- --------------- ----------------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net income .................................................. $ 2,826,427 $ 1,828,886 $ (1,381,505)
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization .............................. 559,980 566,573 540,986
Loss on asset disposal ..................................... -- -- 84,261
Non cash interest expense .................................. 142,068 148,113 154,701
Equity in income of Riverport, net of distributions
received ................................................. (82,897) (222,716) (502,204)
Changes in operating assets and liabilities:
Accounts receivable ...................................... (1,451,090) (659,486) (3,604,743)
Prepaid expenses and other current assets ................ (331,184) 225,754 61,465
Reimbursable event costs ................................. (75,913) (361,599) 321,852
Deferred event expenses .................................. (15,608) (45,150) (151,487)
Other assets ............................................. (1,575) (29,923) (79,262)
Accounts payable ......................................... 398,369 970,553 (386,137)
Accrued compensation and bonuses ......................... 665,488 954,175 3,815,306
Accrued expenses and other current liabilities ........... 907,053 301,652 4,175,825
Deferred revenue ......................................... (1,569,486) 245,216 3,227,827
Other liabilities ........................................ -- 162,860 (244,412)
------------ ------------ ------------
Net cash provided by operating activities ................... 1,971,632 4,084,908 6,032,473
INVESTING ACTIVITIES
Loan to related party ....................................... -- -- (1,000,000)
Purchase of property and equipment .......................... (281,306) (1,159,382) (1,063,848)
Proceeds from sale of property and equipment ................ -- -- 62,909
------------ ------------ ------------
Net cash used in investing activities ....................... (281,306) (1,159,382) (2,000,939)
FINANCING ACTIVITIES
Borrowings .................................................. 226,970 626,970 --
Payments of notes payable ................................... (75,000) (336,802) (667,138)
Proceeds received from capital contributions ................ -- -- 5,000,000
Distributions paid .......................................... (2,578,000) (2,993,000) (909,000)
------------ ------------ ------------
Net cash provided by (used in) financing activities ......... (2,426,030) (2,702,832) 3,423,862
------------ ------------ ------------
Net increase in cash ........................................ (735,704) 222,694 7,455,396
Cash at beginning of period ................................. 3,485,419 2,749,715 2,972,409
------------ ------------ ------------
Cash at end of period ....................................... $ 2,749,715 $ 2,972,409 $ 10,427,805
============ ============ ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest ...................................... $ 24,000 $ 143,271 $ 37,421
============ ============ ============
Cash paid for income taxes .................................. $ 45,805 $ 34,550 $ 27,077
============ ============ ============
</TABLE>
See accompanying notes.
F-42
<PAGE>
CONTEMPORARY GROUP
COMBINED STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
<TABLE>
<S> <C>
Balance, January 1, 1995 ................................. $ 4,898,460
Distributions to stockholders ........................... (2,578,000)
Net income for the year ended December 31, 1995 ......... 2,826,427
------------
Balance, December 31, 1995 ............................... 5,146,887
Distributions to stockholders ........................... (2,993,000)
Net income for the year ended December 31, 1996 ......... 1,828,886
------------
Balance, December 31, 1996 ............................... 3,982,773
Distributions to stockholders ........................... (909,000)
Capital contributions ................................... 5,000,000
Net loss for the year ended December 31, 1997 ........... (1,381,505)
------------
Balance, December 31, 1997 ............................... $ 6,692,268
============
</TABLE>
See accompanying notes.
F-43
<PAGE>
CONTEMPORARY GROUP
NOTES TO COMBINED FINANCIAL STATEMENTS
DECEMBER 31, 1997
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Combination
The accompanying combined financial statements include the accounts of
Contemporary International Productions Corporation, Contemporary Productions
Incorporated, Contemporary Marketing, Inc. ("CMI"), Contemporary Sports
Incorporated, Innovative Training and Education Concepts Corporation, n/k/a
Contemporary Group, Inc., Contemporary Investments Corporation ("CIC"),
Contemporary Investments of Kansas, Inc., Continental Entertainment Associates,
Inc., Dialtix, Inc., and Capital Tickets L.P. (collectively, the "Contemporary
Group" or the "Companies"). Intercompany transactions and balances among these
companies have been eliminated in combination. The Companies are subject to
common ownership and to the transaction described in Note 8.
The Contemporary Group is a live entertainment and special events
producer, venue operator and consumer marketer. Income from operations
originates from the operation of the concert division which earns promotion
income in two ways: either a fixed fee for organizing and promoting an event or
an arrangement that entitles it to a profit percentage based on a predetermined
formula. The Companies recognize revenue from the promotion of events when
earned, which is generally upon exhibition. The Companies record commissions on
booking acts as well as sponsorship and concession income as other event
revenues.
CIC is a 50% partner in Riverport Performing Arts Centre Joint Venture
("Riverport"), a Missouri general partnership which operates a 20,000 seat
outdoor amphitheater located in St. Louis, Missouri. The investment in
Riverport is recorded under the equity method of accounting.
Income Taxes
As of December 31, 1997, all of the entities combined are either "S
Corporations" or partnerships and therefore no tax provision has been provided.
In 1996 and 1995, certain of the entities were "C Corporations" for which a tax
provision has been provided.
For the year ended December 31, 1996 and 1995, with respect to the "C
Corporations," the total provision for income taxes is $35,367 and $20,677
respectively.
Certain of the "C Corporations" filed elections to be treated as "S
Corporations" beginning January 1, 1997. Therefore, with respect to such
corporations, no provision for income taxes has been provided for the year
ended December 31, 1997. These Companies have subsequently revoked the election
to be taxed as "S Corporations", effective January 1, 1998.
Accounts Receivable
Accounts receivable consist of amounts due from ticket vendors, venue box
offices and customers of marketing services. Management considers these
accounts receivable as of December 31, 1997, 1996 and 1995 to be collectible;
accordingly, no allowance for doubtful accounts is recorded.
Revenue Recognition
Deferred revenue relates primarily to an advance on future concession
revenues which is evidenced by a noninterest bearing note payable and advances
on marketing services. Payments collected in advance are recognized as income
as events occur or services are provided. Reimbursable event costs represent
amounts paid by the Companies on behalf of co-promoters and other parties with
interests in the events which will be reimbursed by such parties.
Sales under long-term contracts for the Company's marketing division are
recorded under the percentage-of-completion method, wherein revenues and
estimated costs are recorded as the work is performed.
F-44
<PAGE>
CONTEMPORARY GROUP
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
Significant Customer
CMI's most significant customer is AT&T, which provided approximately 23%
and 12% of the Companies' combined revenues for the years ended December 31,
1997 and 1996, respectively. In March 1998, AT&T has indicated that it will no
longer be using the services of CMI.
Advertising Costs
Advertising costs are expensed as incurred. For the year ended December
31, 1997, 1996 and 1995, advertising costs were $115,634 and $71,879 and
$44,226, respectively.
Property and Equipment
Property and equipment is recorded at cost. Depreciation is computed on
either the straight-line method or accelerated methods over the estimated
useful lives of the assets or the term of the related lease as follows:
<TABLE>
<S> <C>
Furniture, fixtures and equipment ......... 5-7 years
Land improvements ......................... 15 years
Leasehold improvements .................... 10 years
</TABLE>
Risks and Uncertainties
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
Reclassification
Certain prior year amounts in the financial statements have been
reclassified to conform with the current year's presentation.
2. INVESTMENTS
The following is a summary of the financial position and results of
operations of Riverport as of and for the year ended December 31, 1995, 1996
and 1997:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
---------------------------------------------
1995 1996 1997
------------- ------------- -------------
<S> <C> <C> <C>
Current assets .................................. $ 350,532 $ 473,275 $ 284,424
Property and equipment .......................... 12,388,989 11,815,552 11,188,826
Other assets .................................... 27,573 16,553 --
----------- ----------- -----------
Total assets .................................... $12,767,094 $12,305,380 $11,473,250
=========== =========== ===========
Current liabilities ............................. $ 1,524,364 $ 1,993,981 $ 318,028
Other liabilities ............................... 1,819,136 442,374 281,789
Partners' capital ............................... 9,423,594 9,869,025 10,873,433
----------- ----------- -----------
Total liabilities and partners' capital ......... $12,767,094 $12,305,380 $11,473,250
=========== =========== ===========
Revenue ......................................... $15,256,314 $11,693,138 $14,247,109
Net operating income ............................ $ 3,200,738 $ 1,970,887 $ 2,616,839
Net income ...................................... $ 2,665,796 $ 1,645,431 $ 2,004,408
</TABLE>
F-45
<PAGE>
CONTEMPORARY GROUP
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
During the years ended December 31, 1997, 1996 and 1995, CIC received a
cash distribution of $500,000, $600,000 and $1,250,000, respectively, from
Riverport.
3. NOTES PAYABLE
In November 1995, the Company obtained a $750,000 unsecured line of credit
with a bank which matured in May 1996. The note bore a rate of interest based
on the prime lending rate (8.75% in 1995). At December 31, 1995, $226,970 was
outstanding under this line of credit.
At December 31, 1997, 1996 and 1995, CIC held a $2,322,500 non
interest-bearing note payable to its partner in Riverport. The carrying value
of the note was $1,814,424, $1,734,723 and $1,661,610 at December 31, 1997,
1996 and 1995, respectively, which includes imputed interest at a rate of
approximately 9%. The note, which was payable in installments through December
1, 2000 and was secured by CIC's investment in Riverport, was repaid in 1998 in
connection with the transaction described in Note 8.
At December 31, 1996, the Companies had a $592,138 bank note payable which
bore interest based on the prime lending rate (8.25% in 1996, 8.5% in 1997) and
was repaid in full during 1997.
4. COMMON STOCK
The Companies' stock and tax status for 1997 are as follows:
<TABLE>
<CAPTION>
TAX SHARES SHARES PAR
STATUS AUTHORIZED ISSUED VALUE
------------- ------------ ---------- ------
<S> <C> <C> <C> <C>
Contemporary International Productions
Corporation ................................. S-Corp. 30,000 10 $ 1
Contemporary Productions Incorporated ......... S-Corp. 30,000 100 $ 1
Contemporary Marketing, Inc. .................. S-Corp. 30,000 100 $ 1
Contemporary Sports, Incorporated ............. S-Corp. 30,000 100 $ 1
Innovative Training and Education
Concepts Corporation n/k/a
Contemporary Group, Inc. .................... S-Corp. 30,000 100 $ 1
Contemporary Investments Corporation .......... S-Corp. 30,000 200 $ 1
Contemporary Investments of Kansas, Inc. S-Corp. 30,000 30,000 $ 1
Continental Entertainment Associates, Inc. C-Corp. 300 6 $100
Dialtix, Inc. ................................. S-Corp. 300 6 $100
Capital Tickets L.P. .......................... Partnership N/A N/A N/A
</TABLE>
5. COMMITMENTS AND CONTINGENCIES
Leases
The Companies lease office facilities and concert venues under
noncancellable leases which expire at various dates through 2004. Such leases
contain various operating escalations and renewal options.
Total rent expense for the years ended December 31, 1997, 1996 and 1995
was $705,489, $818,123 and $734,785, respectively.
F-46
<PAGE>
CONTEMPORARY GROUP
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
Future minimum lease payments under noncancellable operating leases as of
December 31, 1997 are as follows:
<TABLE>
<S> <C>
1998 ......................... $ 858,757
1999 ......................... 863,757
2000 ......................... 440,050
2001 ......................... 264,000
Thereafter ................... 317,000
----------
$2,743,564
==========
</TABLE>
Compensation
During 1996, CMI entered into an employment agreement with one of its
employees which provided her rights to future cash payments based on the fair
value of CMI, as defined. These rights would vest on January 1, 2002 or upon
the occurrence of certain transactions, including a change of control. On
December 31, 1997, in connection with an amendment to her employment agreement,
the rights became fully vested and CMI paid this employee $1,329,284. In
addition, she is entitled to receive as a bonus $2,854,899 under the amendment,
which will be paid in 1998 and is accrued at December 31, 1997.
Litigation
The Companies are party to various legal proceedings generally incidental
to their businesses. Although the ultimate disposition of these proceedings is
not presently determinable, management, after discussions with counsel, does
not expect the outcome of these proceedings to have a material adverse effect
on the financial condition of the Companies.
6. EMPLOYEE RETIREMENT PLAN
In January 1992, the Companies began a retirement plan for their employees
under Section 401(k) of the Internal Revenue Code. All employees are eligible
to participate once they obtain the minimum age requirement of 21 years and
have satisfied the service requirement of one year with the Companies.
Participant contributions are subject to the limitations of Section 402(g) of
the Internal Revenue Code. The Companies contribute to participant employees'
accounts at the rate of 25% of the first 5% of the participating employees'
contributions. During the years ended December 31, 1997, 1996 and 1995, the
Companies contributions totaled approximately $37,769, $25,600 and $18,887,
respectively.
7. RELATED PARTY TRANSACTIONS
During 1997, the Company loaned $1,000,000 to its co-presidents. The loans
which bore a rate of interest of approximately 5.8% were repaid in full in
early 1998.
8. SUBSEQUENT EVENTS
In February 1998, the owners of the Companies sold 100% of the capital
stock of Contemporary International Productions Corporation and the assets of
the remaining companies comprising the Contemporary Group, excluding cash and
1997 receivables, to SFX Entertainment, Inc. for an aggregate consideration of
$62,300,000 in cash and the issuance of preferred stock which was converted
into 1,402,850 shares of SFX Entertainment Class A Common Stock. In connection
with this transaction, SFX Entertainment and its affiliates also acquired the
50% interest of Riverport not owned by CIC for $12,585,000.
F-47
<PAGE>
REPORT OF INDEPENDENT AUDITORS
The Board of Directors
The Album Network, Inc.
We have audited the accompanying combined balance sheets of The Album
Network, Inc. and Affiliated Companies as of September 30, 1997 and 1996, and
the related combined statements of operations and stockholders' deficit and
cash flows for the years then ended. These financial statements are the
responsibility of management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the combined financial position of The Album Network,
Inc. and Affiliated Companies at September 30, 1997 and 1996, and the combined
results of their operations and their cash flows for the years then ended, in
conformity with generally accepted accounting principles.
ERNST & YOUNG LLP
November 20, 1997
New York, New York
F-48
<PAGE>
THE ALBUM NETWORK, INC. AND AFFILIATED COMPANIES
COMBINED BALANCE SHEET
<TABLE>
<CAPTION>
SEPTEMBER 30,
--------------------------------
1996 1997
-------------- ---------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents .......................................... $ 160,453 $ 272,423
Accounts receivable, less allowance for doubtful
accounts of $153,728 in 1997and $95,450 in 1996 ................... 2,148,159 2,229,237
Officers' loans receivable ......................................... 423,447 390,794
Prepaid expenses and other current assets .......................... 125,558 234,914
------------ ------------
Total current assets ................................................ 2,857,617 3,127,368
Property, plant and equipment, at cost, less accumulated depreciation
of $1,056,689 in 1997 and $ 914,513 in 1996 ........................ 278,898 303,614
Deferred software costs, less accumulated amortization of $106,639 in
1997 and $45,768 in 1996 ........................................... 172,302 262,061
Other noncurrent assets ............................................. 39,477 37,033
------------ ------------
Total assets ........................................................ $ 3,348,294 $ 3,730,076
============ ============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accrued officers' bonuses .......................................... $ 1,200,000 $ 1,251,000
Accounts payable and other accrued expenses ........................ 1,081,469 1,208,424
Officers' loans payable ............................................ 650,000 489,085
Unearned subscription income ....................................... 530,255 406,529
Taxes payable and other current liabilities ........................ 339,551 224,011
Current portion of long-term debt .................................. 636,723 506,228
------------ ------------
Total current liabilities ........................................... 4,437,998 4,085,277
Long-term debt ...................................................... 1,294,133 1,051,881
Deferred income taxes ............................................... 279,434 114,178
Combined stockholders' deficit ...................................... (2,663,271) (1,521,260)
------------ ------------
Total liabilities and stockholders' deficit ......................... $ 3,348,294 $ 3,730,076
============ ============
</TABLE>
See accompanying notes.
F-49
<PAGE>
THE ALBUM NETWORK, INC. AND AFFILIATED COMPANIES
COMBINED BALANCE SHEET
DECEMBER 31, 1997
(UNAUDITED)
<TABLE>
<CAPTION>
<S> <C>
ASSETS
Current assets:
Cash and cash equivalents ............................................... $ 169,498
Accounts receivable, less allowance for doubtful
accounts of $157,682 ................................................... 2,268,205
Officers' loans receivable .............................................. 406,421
Prepaid expenses and other current assets ............................... 133,293
------------
Total current assets ..................................................... 2,977,417
Property, plant and equipment, at cost, less accumulated depreciation
of $1,098,747 ........................................................... 307,096
Deferred software costs, less accumulated amortization of $127,116 ....... 282,453
Other noncurrent assets .................................................. 9,525
------------
Total assets ............................................................. $ 3,576,491
============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable and other accrued expenses ............................. $ 1,346,095
Officers' loans payable ................................................. 717,336
Unearned subscription income ............................................ 558,358
Taxes payable and other current liabilities ............................. 749,108
Current portion of long-term debt ....................................... 635,464
------------
Total current liabilities ................................................ 4,006,361
Long-term debt ........................................................... 939,200
Deferred income taxes .................................................... 53,575
Combined stockholders' deficit ........................................... (1,422,645)
------------
Total liabilities and stockholders' deficit .............................. $ 3,576,491
============
</TABLE>
See accompanying notes.
F-50
<PAGE>
THE ALBUM NETWORK, INC. AND AFFILIATED COMPANIES
COMBINED STATEMENTS OF OPERATIONS AND
STOCKHOLDERS' DEFICIT
<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30,
-----------------------------------
1996 1997
---------------- ----------------
<S> <C> <C>
OPERATING REVENUES
Advertising revenue ......................................... $ 7,040,465 $ 7,619,751
Research services revenue ................................... 2,453,026 2,441,703
Direct mail & subscription revenue .......................... 1,791,887 1,837,248
Broadcast revenue ........................................... 2,085,714 2,235,788
Consulting revenue .......................................... 720,000 470,000
Other revenue ............................................... 675,790 1,152,448
------------ ------------
14,766,882 15,756,938
Direct costs of revenue ..................................... 4,408,997 4,107,328
------------ ------------
10,357,885 11,649,610
OPERATING EXPENSES
Officers' salary expense .................................... 3,384,870 3,662,427
Other salary expense ........................................ 3,956,910 3,949,715
Depreciation and amortization ............................... 183,976 203,047
General and administrative expenses ......................... 2,524,704 2,483,197
------------ ------------
10,050,460 10,298,386
------------ ------------
Income from operations ...................................... 307,425 1,351,224
OTHER INCOME (EXPENSE)
Interest income--officers' loans ............................ 35,000 41,600
Interest income--third party ................................ 6,961 1,295
Interest expense--officers' loans ........................... (35,000) (55,940)
Interest expense--third party ............................... (256,164) (175,490)
------------ ------------
Income before income taxes .................................. 58,222 1,162,689
INCOME TAXES
Provision for income taxes .................................. 211,832 20,678
------------ ------------
Net income (loss) ........................................... (153,610) 1,142,011
Combined stockholders' deficit at beginning of year ......... (2,509,661) (2,663,271)
------------ ------------
Combined stockholders' deficit at end of year ............... $ (2,663,271) $ (1,521,260)
============ ============
</TABLE>
See accompanying notes.
F-51
<PAGE>
THE ALBUM NETWORK, INC. AND AFFILIATED COMPANIES
COMBINED STATEMENT OF OPERATIONS AND
STOCKHOLDERS' DEFICIT
THREE MONTHS ENDED DECEMBER 31, 1997
(UNAUDITED)
<TABLE>
<CAPTION>
<S> <C>
OPERATING REVENUES
Advertising revenue ........................................... $ 1,605,422
Research services revenue ..................................... 604,961
Direct mail & subscription revenue ............................ 521,851
Broadcast revenue ............................................. 825,686
Other revenue ................................................. 97,437
------------
3,655,357
Direct costs of revenue ....................................... 1,056,785
------------
2,598,572
OPERATING EXPENSES
Officers' salary expense ...................................... 209,424
Other salary expense .......................................... 1,090,662
Depreciation and amortization ................................. 62,535
General and administrative expenses ........................... 1,034,159
------------
2,396,780
------------
Income from operations ........................................ 201,792
OTHER INCOME (EXPENSE)
Interest income--officers' loans .............................. 4,171
Interest income--third party .................................. 169
Interest expense--officers' loans ............................. (15,596)
Interest expense--third party ................................. (26,921)
------------
Income before income taxes .................................... 163,615
INCOME TAXES
Provision for income taxes .................................... 65,000
------------
Net income (loss) ............................................. 98,615
Combined stockholders' deficit at beginning of period ......... (1,521,260)
------------
Combined stockholders' deficit at end of period ............... $ (1,422,645)
============
</TABLE>
See accompanying notes.
F-52
<PAGE>
THE ALBUM NETWORK, INC. AND AFFILIATED COMPANIES
COMBINED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30,
------------------------------
1996 1997
-------------- -------------
<S> <C> <C>
OPERATING ACTIVITIES
Net income ......................................................... $ (153,610) $1,142,011
Adjustment to reconcile net income to net cash (used in) provided by
operating activities:
Depreciation and amortization .................................... 183,976 203,047
Provision for doubtful accounts .................................. 13,584 58,278
Changes in operating assets and liabilities:
Accounts receivable ............................................. (246,873) (139,356)
Prepaid expenses and other current assets ....................... 154,120 (109,356)
Other non current assets ........................................ (3,378) 2,444
Accounts payable and accrued expenses ........................... 69,816 126,955
Unearned subscription income .................................... 101,623 (123,726)
Accrued officers' bonus ......................................... 639,000 51,000
Deferred income taxes ........................................... 39,268 (165,256)
Taxes payable and other current liabilities ..................... 143,423 (115,540)
---------- ----------
Net cash provided by operating activities .......................... 940,949 930,501
---------- ----------
INVESTING ACTIVITIES
Purchase of property and equipment ................................. (65,731) (166,892)
Deferred software costs ............................................ (97,463) (150,630)
---------- ----------
Net cash used in investing activities .............................. (163,194) (317,522)
---------- ----------
FINANCING ACTIVITIES
Payments on long term debt ......................................... (860,236) (527,747)
Proceeds from additional debt borrowings ........................... 52,500 155,000
Proceeds from (repayments of) officers' loans, net ................. 61,355 (128,262)
---------- ----------
Net cash used in financing activities .............................. (746,381) (501,009)
---------- ----------
Net increase in cash and cash equivalents .......................... 31,374 111,970
Cash and cash equivalents at beginning of year ..................... 129,079 160,453
---------- ----------
Cash and cash equivalents at end of year ........................... $ 160,453 $ 272,423
========== ==========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest ............................................. $ 304,726 $ 190,168
========== ==========
Cash paid for income taxes ......................................... $ 21,375 $ 26,316
========== ==========
</TABLE>
See accompanying notes.
F-53
<PAGE>
THE ALBUM NETWORK, INC. AND AFFILIATED COMPANIES
COMBINED STATEMENT OF CASH FLOWS
THREE MONTHS ENDED DECEMBER 31, 1997
(UNAUDITED)
<TABLE>
<CAPTION>
<S> <C>
OPERATING ACTIVITIES
Net income ......................................................... $ 98,615
Adjustment to reconcile net income to net cash (used in) provided by
operating activities:
Depreciation and amortization .................................... 62,535
Provision for doubtful accounts .................................. 3,954
Changes in operating assets and liabilities:
Accounts receivable ............................................. (42,922)
Prepaid expenses and other current assets ....................... 101,621
Other non current assets ........................................ 27,508
Accounts payable and accrued expenses ........................... 137,671
Unearned subscription income .................................... 151,829
Accrued officers' bonus ......................................... (1,251,000)
Deferred income taxes ........................................... (60,603)
Taxes payable and other current liabilities ..................... 525,097
------------
Net cash used in operating activities .............................. (245,695)
INVESTING ACTIVITIES
Purchase of property and equipment ................................. (45,540)
Deferred software costs ............................................ (40,869)
------------
Net cash used in investing activities .............................. (86,409)
FINANCING ACTIVITIES
Payments on long term debt ......................................... (112,681)
Proceeds from additional debt borrowings ........................... 129,236
Proceeds from officers' loans, net ................................. 212,624
------------
Net cash provided by financing activities .......................... 229,179
------------
Net decrease in cash and cash equivalents .......................... (102,925)
Cash and cash equivalents at beginning of year ..................... 272,423
------------
Cash and cash equivalents at end of year ........................... $ 169,498
============
</TABLE>
See accompanying notes.
F-54
<PAGE>
THE ALBUM NETWORK, INC. AND AFFILIATED COMPANIES
NOTES TO COMBINED FINANCIAL STATEMENTS
SEPTEMBER 30, 1997
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
Principles of Combination
The accompanying combined financial statements include the accounts of The
Album Network, Inc., The Network 40, Inc., The Urban Network, Inc. and
In-the-Studio (collectively, the "Companies"). Intercompany transactions and
balances among the Companies have been eliminated in combination.
On August 27, 1997, the board of directors and shareholders of the
Companies approved a plan of agreement and merger which provided that The Urban
Network, Inc. merge into The Album Network, Inc. (the "Company") effective
September 24, 1997. The Companies accounted for the transaction as a merger of
companies under common control.
The Companies publish six music trade magazines, produce rock, urban and
top 40 programming specials and manufacture compact disc samplers. They also
serve as product marketing advisors to contemporary music talent and their
managers in providing creative content and innovative marketing campaigns. In
addition, the Companies provide research services for radio station program
directors and record label executives. The Companies publishes five print
periodicals for rock and top 40 music broadcasters, retailers and music
industry executives. The weekly publications are the "Album Network" and the
"Network 40". The monthly publications are the "Virtually Alternative" and
"Totally Adult" and the quarterly publication is titled "AggroActive."
Additionally, "The Urban Network" trade magazine is published each week.
Revenue Recognition
The Companies' magazines generate revenue from advertising sales,
complemented by subscription sales and incremental direct mail revenue.
Unearned subscription income represents revenues on subscriptions for
which publications have not been delivered to customers as of the balance sheet
date. Unearned subscription income at September 30, 1996 also includes unearned
income on certain advertising and direct mail packages.
Revenue from research services is recognized straight-line over the
license term or upon the sale of computer software developed for licensees and
other customers. Advertising and broadcast revenues are recognized when
advertisements are run or aired.
Furniture and Equipment
Furniture and equipment are valued at cost less accumulated depreciation.
Depreciation is provided on the straight-line and declining balance methods
over the estimated useful lives of the assets, as follows:
<TABLE>
<S> <C>
Computer hardware ............... 5 years
Software ........................ 5 years
Furniture and equipment ......... 5-7 years
Leasehold improvements .......... 5 years
</TABLE>
Deferred Software Costs
Costs incurred to produce software masters and subsequent enhancements to
such software are capitalized and amortized over the remaining economic life of
the master (generally, five years). Costs of maintenance and customer support
are charged to expense when incurred.
Cash and Cash Equivalents
The Companies consider all highly liquid debt instruments purchased with a
maturity of three months or less to be cash equivalents.
F-55
<PAGE>
THE ALBUM NETWORK, INC. AND AFFILIATED COMPANIES
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
Income Taxes
Each of the affiliated Companies file a separate tax return. The Album
Network, Inc. and the Urban Network, Inc. are "C Corporations." The Network 40,
Inc. has elected to be taxed as an "S Corporation". The "S Corporation"
election is effective for both federal and state tax purposes. Accordingly all
items of income, loss, deduction or credit are reported by the shareholders on
their respective personal income tax returns. The corporate tax rate for S
Corporations in California is one and one-half percent (1.5%).
Risks and Uncertainties
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
Concentration of Credit Risk
The Company maintains bank balances with City National Bank in excess of
the federally insured limit of $100,000.
Reclassification
Certain amounts in the financial statements have been reclassified to
conform with the current presentations.
Interim Financial Information
Financial information as of December 31, 1997 and for the three months
ended December 31, 1997 is unaudited. In the opinion of management, all
adjustments necessary for a fair presentation of the results for such period
have been included, all adjustments are of a normal and recurring nature.
Interim results are not necessarily indicative of results for a full year.
2. RELATED PARTY TRANSACTIONS
Officers' Loans
The Companies have several loan agreements outstanding with its officers
in order to satisfy the cash flow needs of operations. The interest rates on
the loans to and from the officers range from approximately 10% to 12%.
At October 1, 1995, the officers owed the Companies $471,918 and the
Companies owed the officers $637,116. During the year ended September 30, 1996,
the officers repaid $48,471 and loaned the Companies an additional $12,884.
At October 1, 1996, the officers owed the Companies $423,447 and the
Companies owed the officers $650,000. During the year ended September 30, 1997,
the officers repaid $32,653 to the Companies and the Companies repaid $160,915
to the officers.
F-56
<PAGE>
THE ALBUM NETWORK, INC. AND AFFILIATED COMPANIES
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
3. LONG-TERM DEBT
A summary of long-term debt as of September 30, 1997 and 1996 is as
follows:
<TABLE>
<CAPTION>
SEPTEMBER 30
-----------------------------
1996 1997
------------- -------------
<S> <C> <C>
Note payable to City National Bank, collateralized by certain
equipment and personally guaranteed by the stockholders; payable
in monthly installments of $2,917 plus interest at 10.5%; due
May 1999 .......................................................... $ 96,994 $ 62,740
Note payable to City National Bank, personally guaranteed by the
stockholders; payable in monthly installments of $41,233 plus
interest at 8.75% through January 22, 1997 and at 8.25% thereafter;
due December 2000.(A) ............................................. 1,821,862 1,415,369
Other .............................................................. 12,000 80,000
---------- ----------
1,930,856 1,558,109
Less current portion ............................................... 636,723 506,228
---------- ----------
Long-term debt ..................................................... $1,294,133 $1,051,881
========== ==========
</TABLE>
- ----------
(A) In September 1995 The Album Network, Inc., The Network 40, Inc. and The
Urban Network, Inc. entered into a loan agreement with City National Bank
for $2,330,000 in connection with a redemption of common stock. Interest
was set at 8.75% per year and principal and interest were payable in
monthly installments of $57,846 through September 1999. In January 1997,
the loan agreement was revised. Interest was reset at 8.25% and monthly
payments of $41,233 were extended through December 2000. The principal
balance at the date of revision was $1,687,560.
4. COMMON STOCK
The Companies' stock and tax status at September 30, 1997 are as follows:
<TABLE>
<CAPTION>
SHARES
ISSUED
TAX SHARES AND
STATUS AUTHORIZED OUTSTANDING
------------- ------------ ------------
<S> <C> <C> <C>
The Album Network, Inc. ......... C-Corp. 1,000,000 220
The Network 40, Inc. ............ S-Corp. 100,000 825
The Urban Network, Inc. ......... C-Corp. 100,000 825
In-the-Studio ................... Partnership n/a n/a
</TABLE>
5. COMMITMENTS AND CONTINGENCIES
Leases
The Companies lease an office facility under noncancellable leases which
expire in February 1998.
Total rent expense for the years ended September 30, 1997 and 1996 under
operating leases was $262,812 and $256,026, respectively.
Future minimum lease payments under noncancellable operating leases as of
September 30, 1997 total $121,155, all of which is payable in 1998.
Other Matters
As of September 30, 1997, approximately $80,000 was drawn on lines of
credit with City National Bank. There were no amounts drawn as of September 30,
1996.
F-57
<PAGE>
THE ALBUM NETWORK, INC. AND AFFILIATED COMPANIES
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
6. INCOME TAXES
The Album Network has received a Statutory Notice of Deficiency from the
Internal Revenue Service ("IRS") for the years ended September 30, 1994, 1995
and 1996 asserting tax deficiencies resulting primarily from an IRS position
that compensation paid to officers was unreasonable and excessive. In total,
approximately $3.5 million of adjustments increasing taxable income have been
proposed. The total additional tax, penalties and interest through September
30, 1997 related to these adjustments would be approximately $1.8 million. The
company has analyzed these matters with tax counsel and believes it has
meritorious defenses to the deficiencies asserted by the IRS. The company has
filed a petition with the United States Tax Court contesting the asserted
liability. While the company believes that a successful defense of this case
may be made, in light of the economic burdens of the defense, the company may
entertain a settlement for up to $291,000. Accordingly, the company has
recorded reserves in such amount, including $23,000, $115,000 and $153,000 for
the years ended September 30, 1997, 1996 and prior periods, respectively.
For the years ended September 30, 1996 and 1997 the provision for income
taxes is as follows:
<TABLE>
<CAPTION>
1996 1997
----------- -------------
<S> <C> <C>
Current:
Federal ................ $129,911 $ 143,056
State .................. 17,710 42,878
-------- ----------
Total ................. 147,621 185,934
-------- ----------
Deferred:
Federal ................ 49,764 (150,383)
State .................. 14,447 (14,873)
-------- ----------
Total ................. 64,211 (165,256)
-------- ----------
Total ................... $211,832 $ 20,678
======== ==========
</TABLE>
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amount of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. The significant
components of the Companies' deferred tax assets and liabilities as of
September 30, 1996 and 1997 are as follows:
<TABLE>
<CAPTION>
1996 1997
----------- ----------
<S> <C> <C>
Deferred tax assets:
Contributions carryforward ............. $ 8,194 $ 10,078
Deferred tax liabilities:
Fixed assets ........................... 12,280 11,830
Intangible assets ...................... 275,346 112,424
-------- --------
Total deferred tax liabilities ......... 287,628 124,254
-------- --------
Net deferred tax liabilities ............ $279,434 $114,176
======== ========
</TABLE>
F-58
<PAGE>
THE ALBUM NETWORK, INC. AND AFFILIATED COMPANIES
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
7. EMPLOYEE RETIREMENT PLAN
In January 1997, the Companies began a retirement plan for their employees
under Section 401(k) of the Internal Revenue Code. All employees are eligible
to participate once they obtain the minimum age requirement of 21 years, and
have satisfied the service requirement of one year with the Companies.
Participant contributions are subject to the limitations of Section 402 (g) of
the Internal Revenue Code. The Companies contribute monthly to participating
employees accounts at the rate of 10% of the participating employees
contributions. During the year ended September 30, 1997, the Companies
contributions totaled approximately $14,000.
8. SUBSEQUENT EVENTS (UNAUDITED)
On February 27, 1998, the Company was acquired by SFX Entertainment Inc.
F-59
<PAGE>
REPORT OF INDEPENDENT AUDITORS
The Board of Directors
BG Presents, Inc.
We have audited the accompanying consolidated balance sheets of BG
Presents, Inc. and Subsidiaries as of January 31, 1997 and 1998, and the
related consolidated statements of income, cash flows and stockholders' equity
for each of the three years in the period ended January 31, 1998. These
financial statements are the responsibility of management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of BG Presents,
Inc. and subsidiaries at January 31, 1997 and 1998, and the consolidated
results of their operations and their cash flows for each of the three years in
the period ended January 31, 1998, in conformity with generally accepted
accounting principles.
Ernst & Young LLP
New York, New York
March 20, 1998
F-60
<PAGE>
BG PRESENTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
JANUARY 31
------------------------------
1997 1998
-------------- -------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents .......................................... $11,819,831 $ 5,380,984
Accounts receivable--trade ......................................... 3,164,543 5,460,915
Accounts receivable--related parties ............................... 1,347,150 776,174
Investments ........................................................ 370,000 --
Inventories ........................................................ 236,078 227,766
Prepaid assets ..................................................... 450,883 3,001,450
Income tax receivable .............................................. 418,528 --
Deferred income taxes .............................................. 94,000 --
Other current assets ............................................... -- 118,455
----------- -----------
Total current assets ................................................ 17,901,013 14,965,744
Property and equipment, net ......................................... 9,661,910 8,904,509
Goodwill, net of accumulated amortization of $238,400 and
$357,600 at January 31, 1997 and 1998, respectively................. 1,549,600 1,430,400
Other assets (Note 6) ............................................... 167 4,100,011
----------- -----------
Total assets ........................................................ $29,112,690 $29,400,664
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable--current portion ..................................... $ 722,966 $ 879,040
Lease commitment--current portion .................................. 35,676 --
Accounts payable ................................................... 3,229,054 1,816,959
Deferred revenue ................................................... 1,362,533 1,480,145
Accrued liabilities and other current liabilities .................. 3,721,749 3,753,613
----------- -----------
Total current liabilities ........................................... 9,071,978 7,929,757
Lease commitment, less current portion .............................. 6,704,719 --
Notes payable, less current portion ................................. 5,233,709 11,134,834
Deferred income taxes ............................................... 2,617,000 2,617,000
Stockholders' equity:
Common stock, no par value; 10,000,000 shares authorized;
1,000,000 shares issued and outstanding in 1997 and 1998 ......... 1,198,947 1,198,947
Retained earnings .................................................. 4,286,337 6,520,126
----------- -----------
Total stockholders' equity .......................................... 5,485,284 7,719,073
----------- -----------
Total liabilities and stockholders' equity .......................... $29,112,690 $29,400,664
=========== ===========
</TABLE>
See accompanying notes.
F-61
<PAGE>
BG PRESENTS, INC. AND SUBSIDIARIES
CONSOLIDATED INCOME STATEMENTS
<TABLE>
<CAPTION>
YEAR ENDED JANUARY 31
-------------------------------------------------
1996 1997 1998
-------------- -------------- ---------------
<S> <C> <C> <C>
REVENUES
Concert revenues ................................. $ 62,996,606 $ 74,981,534 $ 75,898,464
Contract management .............................. 7,844,248 10,255,060 23,632,596
Concessions/merchandise .......................... 5,536,287 7,094,593 6,021,845
------------ ------------ ------------
76,377,141 92,331,187 105,552,905
Cost of revenues ................................. 54,383,763 69,916,840 81,092,377
------------ ------------ ------------
21,993,378 22,414,347 24,460,528
EXPENSES
General and administrative ....................... 17,614,296 17,602,501 18,866,259
Depreciation and amortization .................... 1,441,439 1,474,414 1,026,684
------------ ------------ ------------
Income from operations ........................... 2,937,643 3,337,432 4,567,585
OTHER INCOME (EXPENSE)
Interest expense ................................. (1,324,219) (1,257,758) (916,723)
Interest income .................................. 307,756 295,057 294,888
Miscellaneous .................................... 535,191 289,222 (24,300)
------------ ------------ ------------
Income before provision for income taxes ......... 2,456,371 2,663,953 3,921,450
Provision for income taxes ....................... 1,160,718 1,272,190 1,687,661
------------ ------------ ------------
Net income ....................................... $ 1,295,653 $ 1,391,763 $ 2,233,789
============ ============ ============
</TABLE>
See accompanying notes.
F-62
<PAGE>
BG PRESENTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
YEAR ENDED JANUARY 31
---------------------------------------------------
1996 1997 1998
--------------- --------------- ---------------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net income ................................................... $ 1,295,653 $ 1,391,763 $ 2,233,789
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization of property and
equipment ................................................. 1,322,239 1,355,214 907,484
Amortization of goodwill .................................... 119,200 119,200 119,200
Loss on sale of property and equipment ...................... 13,603 -- --
Changes in operating assets and liabilities:
Accounts receivable--trade ................................ 524,566 (1,356,263) (2,296,372)
Accounts receivable--related parties ...................... (496,971) (821) 570,976
Inventories ............................................... (228,294) (7,784) 8,312
Prepaid assets and other .................................. (322,524) 478,391 (2,550,567)
Income tax receivable ..................................... (50,888) (328,390) 300,073
Accounts payable and accrued expenses ..................... (491,982) 3,128,476 (1,380,231)
Deferred income taxes ..................................... 1,139,000 45,000 94,000
Deferred revenue .......................................... (67,859) 379,748 117,612
Other ..................................................... 288,367 160 74,347
------------ ------------ ------------
Net cash provided by (used in) operating activities .......... 3,044,110 5,204,694 (1,801,377)
INVESTING ACTIVITIES
Purchase of SAP limited partnership interest ................. (4,250,000) -- --
Proceeds from sale of equipment .............................. 13,150 -- --
Capital expenditures, including White River
Amphitheatre ................................................ (469,447) (367,678) (4,247,528)
Other ........................................................ (644,496) (247,000) 293,254
------------ ------------ ------------
Net cash used in investing activities ........................ (5,350,793) (614,678) (3,954,274)
FINANCING ACTIVITIES
Payments of notes payable .................................... (444,985) (775,756) --
Borrowings on notes payable .................................. -- 1,000,000 6,057,199
Payments of lease commitments ................................ (395,330) (405,275) (6,740,395)
Retirement of stock .......................................... -- (21,053) --
------------ ------------ ------------
Net cash used in financing activities ........................ (840,315) (202,084) (683,196)
Net increase (decrease) in cash and cash equivalents ......... (3,146,998) 4,387,932 (6,438,847)
Cash and cash equivalents at beginning of year ............... 10,578,897 7,431,899 11,819,831
------------ ------------ ------------
Cash and cash equivalents at end of year ..................... $ 7,431,899 $ 11,819,831 $ 5,380,984
============ ============ ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest ....................................... $ 1,324,219 $ 1,257,664 $ 1,092,356
Cash paid for income taxes ................................... 888,738 1,280,000 1,325,000
</TABLE>
See accompanying notes.
F-63
<PAGE>
BG PRESENTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED JANUARY 31, 1998, 1997 AND 1996
<TABLE>
<S> <C>
Balance--January 31, 1995 .............................. $2,818,921
Net income for the year ended January 31, 1996 ......... 1,295,653
----------
Balance--January 31, 1996 .............................. 4,114,574
Net income for the year ended January 31, 1997 ......... 1,391,763
Repurchase and retirement of stock ..................... (21,053)
----------
Balance--January 31, 1997 .............................. 5,485,284
Net income for the year ended January 31, 1998 ......... 2,233,789
----------
Balance--January 31, 1998 .............................. $7,719,073
==========
</TABLE>
See accompanying notes.
F-64
<PAGE>
BG PRESENTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 1998
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
Business and Principles of Consolidation
BG Presents, Inc. ("BGP" or the "Company") is a holding company for
various operating subsidiaries which principally promote and manage musical and
special events in the San Francisco Bay Area. In addition, the Company owns the
Shoreline Amphitheatre in Mountain View, California. Bill Graham Enterprises,
Inc. ("BGE"), Bill Graham Presents, Inc. ("BGPI"), Bill Graham Management, Inc.
("BGM"), AKG, Inc. ("AKG"), Shoreline Amphitheatre, Ltd. ("SAL"), Fillmore
Fingers, Inc. ("FF"), and Shoreline Amphitheatre Partners ("SAP" and,
collectively, the "Companies") are wholly-owned subsidiaries of the Company.
The accompanying consolidated financial statements include the accounts of the
Company and all of its wholly-owned subsidiaries. Intercompany transactions and
balances have been eliminated in consolidation.
BGE and BGPI earn promotion income in two ways: either a fixed fee for
organizing and promoting an event, or an arrangement that entitles them to a
profit percentage based on a predetermined formula. In addition, the Companies
earn revenue from merchandise and concessions sold during events which they
promote. BGM manages the careers of various artists and records a percentage of
the artists' gross sales from publishing rights, record sales, and tours as
contract management revenue.
AKG operates the Fillmore, Warfield, and Punchline theatres located in San
Francisco, which generate revenue from food and beverage sales, sponsorships,
and ticket sales. Bill Graham Special Events, a division of AKG, records
management/contract fees from organizing corporate and other parties at various
venues in the San Francisco Bay Area. FF provides table service (food and
beverage) for two theatres located in Los Angeles owned by third parties.
Revenue Recognition
Revenue from talent management and the sales of tickets is recognized when
earned. Cash received from the sale of tickets for events not yet performed is
deferred. Revenue from the direct sale of compact discs is recognized upon the
date of sale. The Company's revenue included $305,017, $14,562,000 and
$13,483,683 during the fiscal years ended January 31, 1996, 1997 and 1998,
respectively, from various gymnastics tours, ice skating tours and television
specials.
Cash and Cash Equivalents
The Company considers all investments purchased with an original maturity
date of three months or less to be cash equivalents. At January 31, 1996, 1997
and 1998, the Companies had cash balances in excess of the federally insured
limits of $100,000 per institution.
Use of Estimates
Generally accepted accounting principles require management to make
assumptions in estimates that affect the amount reported in the financial
statements for assets, liabilities, revenues, and expenses. In addition,
assumptions and estimates are used to determine disclosure for contingencies,
commitments, and other matters discussed in the notes to the financial
statements. Actual results could differ from those estimates.
Accounts Receivable
The Company's accounts receivable are principally due from ticket service
and merchandising companies in the San Francisco Bay Area. In addition, related
party receivables include amounts due from owners of the Company and from
affiliated companies. Management believes that all accounts receivable as of
January 31, 1996, 1997 and 1998 were fully collectible; therefore, no allowance
for doubtful accounts was recorded.
F-65
<PAGE>
BG PRESENTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
(CONTINUED)
Property and Equipment
Property and equipment are recorded at cost and depreciated over their
estimated useful lives, which range from 3 to 40 years. Leasehold improvements
are amortized on the straight-line basis over the shorter of the lease term or
estimated useful lives of the assets. Maintenance and repairs are charged to
expense as incurred.
Goodwill
The Company amortizes goodwill over a 15 year period.
Income Taxes
The Companies account for income taxes under the liability method, whereby
deferred tax assets and liabilities are determined based on differences between
financial reporting and tax bases of assets and liabilities and are measured
using enacted tax rates and laws that will be in effect when the differences
are expected to reverse.
Inventories
Inventories, which consist principally of compact discs and beverage
items, are stated at first-in, first-out (FIFO) cost, which is not in excess of
market.
Advertising and Promotion Costs
The Company expenses all advertising and promotion costs as incurred,
except in instances where management believes these costs generate a direct
response from customers. Advertising expenses were $3,408,322, $4,319,291 and
$4,519,049 for the fiscal years ended January 31, 1996, 1997 and 1998,
respectively.
2. INCOME TAXES
The provision for income taxes for the fiscal years ended January 31, 1997
and 1998 is summarized as follows:
<TABLE>
<CAPTION>
1997 1998
------------- -------------
<S> <C> <C>
Current:
Federal ................... $ 984,500 $1,304,837
State ..................... 285,800 378,824
---------- ----------
1,270,300 1,683,661
Deferred:
Federal ................... 1,500 3,100
State ..................... 400 900
---------- ----------
1,900 4,000
---------- ----------
$1,272,200 $1,687,661
========== ==========
</TABLE>
Deferred income taxes reflect the tax effects of temporary differences
between the carrying amount of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. The Company's net
deferred tax liabilities as of January 31, 1997 and 1998 are primarily the
result of the difference between the book basis of depreciable assets and the
related tax basis.
The difference between the tax provision at Federal statutory rates and
the effective rate is due to state taxes, amortization of goodwill and other
nondeductible items.
F-66
<PAGE>
BG PRESENTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
3. PROPERTY AND EQUIPMENT
Property and equipment as of January 31, 1997 and 1998 consists of the
following:
<TABLE>
<CAPTION>
1997 1998
---------------- ----------------
<S> <C> <C>
Buildings ....................... $ 8,234,231 $ 8,251,729
Leasehold improvements .......... 10,326,553 10,403,033
Equipment ....................... 2,166,037 2,184,855
Office furniture ................ 693,068 711,235
Computer equipment .............. 330,367 343,493
Vehicle ......................... 61,211 67,205
------------- -------------
21,811,467 21,961,550
Accumulated depreciation and
amortization .................. (12,783,510) (13,528,140)
------------- -------------
9,027,957 8,443,410
Land ............................ 633,953 633,953
------------- -------------
$ 9,661,910 $ 9,067,363
============= =============
</TABLE>
4. PENSION PLAN
The Company sponsors a 401(k) Tax Advantage Savings Plan that covers
employees who have one year of service, have worked at least 1,000 hours, are
21 years of age or older, and are not covered by a union contract. At its
discretion, the Company may contribute a percentage of gross pay to the plan,
up to a maximum gross pay of $150,000 per participant. In addition, the Company
makes a matching contribution of 25% of each participant's account up to $400
of their salary deferral each year, for a maximum company matching contribution
of $100. Total contributions to the plan were approximately $182,000, $186,000
and $213,049 for the years ended January 31, 1996, 1997 and 1998, respectively.
F-67
<PAGE>
BG PRESENTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
5. NOTES PAYABLE
Notes payable as of January 31, 1997 and 1998 consists of the following:
<TABLE>
<CAPTION>
1997 1998
------------- ---------------
<S> <C> <C>
Note payable to Midland Loan Services LP; monthly
payments of $16,574, including interest at the bank's
index rate plus 3.5% (8.4% and 8.375% at January 31,
1997 and 1998, respectively; matures May 1, 2004;
secured by deed .......................................... $2,215,001 $ 2,193,732
Note payable to Sanwa Bank; quarterly payments range
from $75,000 to $200,000, interest accrued monthly at
the bank's prime rate plus 0.5% (8.75% and 8.75% at
January 31, 1997 and 1998, respectively); matures
January 31, 2001 ......................................... 2,925,000 2,425,000
Note payable to Sanwa Bank; monthly payments of
$16,666, including interest at a rate of London Inter-
Bank Offered Rate (LIBOR) plus 2.5%; matures
January 31, 2002; secured by assets of the Company
(excluding the office building) .......................... 816,674 616,682
Note payable to Sanwa Bank; monthly payments range
from $12,000 to $25,000, interest accrued monthly at the
bank's index rate plus 2.375%; matures March 1, 2007;
secured by deed .......................................... -- 6,778,460
---------- -----------
5,956,675 12,013,874
Less current portion ....................................... (722,966) (879,040)
---------- -----------
$5,233,709 $11,134,834
========== ===========
</TABLE>
The first note payable with Sanwa Bank also provided for a line-of-credit
of up to $1,000,000 that expired on April 30, 1997. At January 31, 1998, there
were no borrowings outstanding against this credit line.
F-68
<PAGE>
BG PRESENTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
5. NOTES PAYABLE (CONTINUED)
At January 31, 1998, the Company has a $3,000,000 unused line-of-credit
with a bank to be drawn upon as needed, with interest at the bank's prime rate
plus 0.5%. In addition, the Company may use up to $1,500,000 of the line for
letters-of-credit. This line-of-credit is secured by the assets of the Company.
Maturities of long-term debt are approximately as follows:
<TABLE>
<S> <C>
Year ended January 31:
1999 ........................... $ 879,040
2000 ........................... 893,998
2001 ........................... 1,851,908
2002 ........................... 227,764
2003 ........................... 246,791
Thereafter ..................... 7,914,373
-----------
$12,013,874
===========
</TABLE>
6. COMMITMENTS AND CONTINGENCIES
Leases
The Company leases nightclubs, theaters and storage space pursuant to
noncancellable operating leases. Certain leases require contingent rentals to
be paid based on a percentage of gross sales of tickets, merchandise, and food
and beverage. These leases expire on various dates through June 2021.
At January 31, 1998, the future minimum operating lease payments under
noncancelable operating leases are as follows:
<TABLE>
<S> <C>
Year ended January 31:
1999 ........................... $ 543,354
2000 ........................... 547,211
2001 ........................... 485,961
2002 ........................... 451,694
2003 ........................... 425,633
Thereafter ..................... 2,367,353
----------
$4,821,206
==========
</TABLE>
Total minimum rental expense included in operating expenses for the years
ended January 31, 1996, 1997 and 1998 was $810,956, $438,500 and $706,219,
respectively, and the contingent rental expense was $541,334, $627,222 and
$725,787, respectively. Included in cost of revenues is $6,145,944, $6,392,616
and $7,265,769 of contingent rentals paid based on gross sales for the years
ended January 31, 1996, 1997 and 1998, respectively.
Shoreline Amphitheater Lease and Agreement
The Shoreline Amphitheater Lease and Agreement, as amended, provides for,
among other things, that the City of Mountain View, California (the "City")
owns certain real property (the "Site") which it has leased to the Company for
the purpose of constructing and operating the amphitheater. The lease
terminates after 35 years on November 30, 2021, and the Company has the option
to extend for three additional five-year periods.
F-69
<PAGE>
BG PRESENTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The Company is obligated to pay as rent to the City a certain percentage
of "gross receipts" received annually by the Company and additional rent based
on the "net available cash" of the Company, as such terms are defined in the
agreement.
6. COMMITMENTS AND CONTINGENCIES (CONTINUED)
Rent expense charged to operations for the years ended January 31, 1996,
1997 and 1998 amounted to $594,002, $396,789 and $613,933, respectively.
As of the year ended January 31, 1997, the Company was obligated to pay
the City $93,200 monthly, which related to $9,500,000 of funds provided the
Company by the City pursuant to the lease. Prior to the refinancing of this
arrangement as a $6.9 million note payable to Sanwa Bank (see Note 5), the
Company had accounted for this obligation as a long-term liability amortizable
on a monthly basis over the 20-year period commencing August 1, 1986. The
principal and interest (10.24%) on this liability were being amortized monthly.
At January 31, 1997, the outstanding balance amounted to $6,740,395, of which
$35,676 was current.
Seattle White River Amphitheatre
The Company has committed payments for the construction of an amphitheatre
in the Seattle, Washington market totaling $10 million. Through January 31,
1998, the Company has paid $3,921,812 toward this project. This amount is
included in other assets on the balance sheet. The Company has also capitalized
interest pertaining to the capital expenditures for the amphitheatre of
$175,633 at January 31, 1998, which is also included in other assets on the
balance sheet.
Employment Contracts
The Company has entered into employment contracts with certain key
employees which amount to $2,300,000 per year. These contracts are in effect
until the first note payable to Sanwa Bank (see Note 5) is paid in full or six
years, whichever comes first. According to these agreements, compensation and
other benefits will cease if discharged with just cause, death or disability,
and resignation of employment. Benefits do not cease if discharged without just
cause.
Contingencies
The Company is involved in various legal and other matters arising in the
normal course of business. Based upon information available to management, its
review of these matters to date and consultation with counsel, management
believes that any liability relating to these matters would not have a material
effect on the Company's financial position and results of operations.
7. SUBSEQUENT EVENTS
Acquisition of Companies by SFX Entertainment, Inc.
On February 24, 1998, the stockholders of the Company sold all of the
outstanding capital stock of the Companies to SFX Entertainment, Inc. for cash
consideration of $60.8 million (including the repayment of $12 million in the
Companies' debt and the issuance of 562,640 shares of common stock of SFX
Entertainment, Inc.). The Company has agreed to have net working capital, as
defined, at the closing at least equal to the Company's debt.
F-70
<PAGE>
REPORT OF INDEPENDENT AUDITORS
The Board of Directors
Concert/Southern Promotions
We have audited the accompanying combined balance sheet of
Concert/Southern Promotions and Affiliated Companies as of December 31, 1997,
and the related combined statements of operations, cash flows and stockholders'
equity for the year then ended. These financial statements are the
responsibility of management. Our responsibility is to express an opinion on
these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the combined financial position of Concert/Southern
Promotions and Affiliated Companies at December 31, 1997, and the combined
results of their operations and their cash flows for the year then ended, in
conformity with generally accepted accounting principles.
ERNST & YOUNG LLP
New York, New York
March 13, 1998
F-71
<PAGE>
CONCERT/SOUTHERN PROMOTIONS AND AFFILIATED COMPANIES
COMBINED BALANCE SHEET
DECEMBER 31, 1997
<TABLE>
<S> <C>
ASSETS
Current assets:
Cash and cash equivalents .................................. $ 612,967
Accounts receivable ........................................ 185,437
Due from owners (Note 3) ................................... 332,754
Prepaid expenses and other current assets .................. 115,844
----------
Total current assets ........................................ 1,247,002
Investments in equity investees (Note 2) .................... 895,790
Property and equipment:
Land ....................................................... 19,638
Leasehold improvements ..................................... 286,998
Furniture and equipment .................................... 496,265
----------
802,901
Accumulated depreciation and amortization .................. 460,483
----------
342,418
----------
Total assets ................................................ $2,485,210
==========
LIABILITIES AND COMBINED STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses ...................... $ 229,558
Deferred income ............................................ 368,150
----------
Total current liabilities ................................... 597,708
Combined stockholders' equity (Note 4) ...................... 1,887,502
----------
Total liabilities and combined stockholders' equity ......... $2,485,210
==========
</TABLE>
See accompanying notes.
F-72
<PAGE>
CONCERT/SOUTHERN PROMOTIONS AND AFFILIATED COMPANIES
COMBINED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1997
<TABLE>
<S> <C>
Operating revenues:
Concert revenue ............................. $14,796,977
Cost of concerts ............................ 9,877,586
-----------
4,919,391
Operating expenses:
Salaries--officers .......................... 364,000
Bonuses--officers ........................... 564,767
Salaries--other ............................. 367,356
Rent expense ................................ 207,220
Legal and accounting fees ................... 201,435
Depreciation and amortization ............... 78,682
General and administrative expenses ......... 1,367,304
-----------
3,150,764
-----------
Income from operations ....................... 1,768,627
Other income:
Interest income ............................. 59,624
Losses from equity investees ................ (79,629)
-----------
Net income ................................... $ 1,748,622
===========
</TABLE>
See accompanying notes.
F-73
<PAGE>
CONCERT/SOUTHERN PROMOTIONS AND AFFILIATED COMPANIES
COMBINED STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 1997
<TABLE>
<S> <C>
OPERATING ACTIVITIES
Net income ...................................................................... $ 1,748,622
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization ................................................ 78,682
Losses from equity investees ................................................. 79,629
Changes in operating assets and liabilities:
Accounts receivable ......................................................... 1,000,781
Prepaid expenses and other current assets ................................... 69,896
Accounts payable and accrued expenses ....................................... (452,361)
Deferred income ............................................................. 368,150
Net cash provided by operating activities ....................................... 2,893,399
FINANCING ACTIVITIES
Due to/from owner ............................................................... (398,080)
Distributions paid to stockholder ............................................... (2,722,827)
------------
Net cash used in financing activities ........................................... (3,120,907)
------------
Net decrease in cash and cash equivalents ....................................... (227,508)
Cash and cash equivalents at beginning of year .................................. 840,475
------------
Cash and cash equivalents at end of year ........................................ $ 612,967
============
</TABLE>
See accompanying notes.
F-74
<PAGE>
CONCERT/SOUTHERN PROMOTIONS AND AFFILIATED COMPANIES
COMBINED STATEMENT OF STOCKHOLDERS' EQUITY
YEAR ENDED DECEMBER 31, 1997
<TABLE>
<S> <C>
Balance, January 1, 1997 ............. $ 2,861,707
Distributions to stockholder ......... (2,722,827)
Net income ........................... 1,748,622
------------
Balance, December 31, 1997 ........... $ 1,887,502
============
</TABLE>
See accompanying notes.
F-75
<PAGE>
CONCERT/SOUTHERN PROMOTIONS AND AFFILIATED COMPANIES
NOTES TO COMBINED FINANCIAL STATEMENTS
DECEMBER 31, 1997
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
Principles of Combination
The accompanying combined financial statements include the accounts of
Southern Promotions, Inc., High Cotton, Inc., Buckhead Promotions, Inc.,
Northern Exposure, Inc., Pure Cotton, Inc., Cooley and Conlon Management, Inc.
("CCMI") and Interfest, Inc. and their wholly-owned subsidiaries:
Concert/Southern Chastain Promotions ("Concert/Southern"), Roxy Ventures,
Cotton Club and Midtown Music Festival (collectively, the "Companies").
Intercompany transactions and balances among these companies have been
eliminated in combination. The Companies are presented on a combined basis to
reflect common ownership by Alex Cooley, Peter Conlon and Stephen Selig III.
Concert/Southern is the predominant musical event promoter in the Atlanta,
Georgia region, and through Chastain Joint Ventures ("Chastain Ventures") is
the operator, pursuant to a long-term lease with the City of Atlanta, of the
Chastain Park Amphitheater. Chastain Ventures is owned equally by
Concert/Southern and the Atlanta Symphony Orchestra, and is accounted for by
Concert/Southern on the equity method. Buckhead Promotions and Northern
Exposure equally own Roxy Ventures which holds a long-term lease for the Roxy
Theatre, and Pure Cotton holds a long-term lease for the Cotton Club.
Interfest, Inc. promoted the three-day Midtown Music Festival held in downtown
Atlanta during 1997. In addition, High Cotton owns 52.6% of HC Properties,
Inc., a real estate investment company which is accounted for on the equity
method.
The Companies record revenue when earned. Concert revenue includes
ticketing, concession, and sponsorship revenue. Deferred income relates
primarily to deposits received in advance of the concert season.
Property and Equipment
Land, leasehold improvements, and furniture and equipment are stated at
cost. Depreciation of furniture and equipment is provided primarily by the
straight-line method over the estimated useful lives of the respective classes
of assets. Leasehold improvements are amortized over the life of the lease or
of the improvement, whichever is shorter.
Income Taxes
The Companies have been organized as either partnerships or corporations
which have elected to be taxed as "S Corporations." The "S Corporation"
elections are effective for both federal and state tax purposes. Accordingly,
all items of income, loss, deduction or credit are reported by the partners or
shareholders on their respective personal income tax returns and, therefore, no
current or deferred federal or state taxes have been provided in the
accompanying combined financial statements.
The difference between the tax basis and the reported amounts of the
Companies' assets and liabilities was $16,576 at December 31, 1997.
Risks and Uncertainties
Accounts receivable are due from ticket vendors and venue box offices.
These amounts are typically collected within 20 days of a performance.
Management considers accounts receivable to be fully collectible; accordingly,
no allowance for doubtful accounts is required.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
F-76
<PAGE>
CONCERT/SOUTHERN PROMOTIONS AND AFFILIATED COMPANIES
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
2. INVESTMENTS IN EQUITY INVESTEES
The following is a summary of the financial position and results of
operations of the Companies' equity investees as of and for the period ended
December 31, 1997:
<TABLE>
<CAPTION>
CHASTAIN
PARK AMPHITHEATER HC PROPERTIES
------------------- --------------
(50% OWNED) (52.6% OWNED)
<S> <C> <C>
Current assets ......................... $ 322,527 $ 51,820
Property and equipment ................. 468,145 810,480
Other assets ........................... -- 415,145
--------- ----------
Total assets ........................... $ 790,672 $1,277,445
========= ==========
Current liabilities .................... $ 129,953 $ 1,927
Partners' capital ...................... 660,719 1,275,518
--------- ----------
Total liabilities and partners' capital $ 790,672 $1,277,445
========= ==========
Revenue ................................ $ 653,251 $ 87,407
Expenses ............................... 747,055 165,328
--------- ----------
Net income (loss) ...................... $ (93,804) $ (77,921)
========= ==========
</TABLE>
3. RELATED PARTY TRANSACTIONS
The Companies have an arrangement with Stephen Selig III whereby the cash
receipts of Concert/Southern, Buckhead Promotions and Roxy Ventures are
transferred to the Selig Enterprises, Inc. Master Cash Account (the "Master
Account"). All subsequent payments made by the Companies are funded by the
Master Account. Accordingly, the Companies' cash held by the Master Account of
$281,058 is recorded as due from owner.
In addition, CCMI has recorded a receivable from its stockholders of
$51,696.
4. STOCKHOLDERS' EQUITY
The Companies' stocks are as follows:
<TABLE>
<CAPTION>
SHARES SHARES PAR
AUTHORIZED ISSUED VALUE
------------ -------- ------
<S> <C> <C> <C>
Southern Promotions ......... 1,000,000 5,000 $1
High Cotton ................. 10,000 550 1
Buckhead Promotions ......... 1,000,000 500 1
Northern Exposure ........... 1,000,000 1,000 1
Pure Cotton ................. 100,000 500 1
CCMI ........................ 10,000 1,000 1
Interfest ................... 100,000 500 1
-----
9,050
=====
</TABLE>
F-77
<PAGE>
CONCERT/SOUTHERN PROMOTIONS AND AFFILIATED COMPANIES
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
5. COMMITMENTS AND CONTINGENCIES
Leases
The following is a schedule of future minimum rental payments under
operating leases (principally office and venue facilities) that have initial or
remaining lease terms in excess of one year as
of December 31, 1997:
<TABLE>
<S> <C>
Year ended December 31:
1998 ................ $ 222,539
1999 ................ 183,198
2000 ................ 188,991
2001 ................ 133,350
2002 ................ 136,350
Thereafter .......... 174,375
----------
Total ............... $1,038,803
==========
</TABLE>
Certain office facilities have renewal and escalation clauses.
Legal Matters
On October 10, 1997, Concert/Southern settled a lawsuit agreeing to pay
$100,000. Such amount has been provided for in the accompanying combined
statement of operations.
The Companies have also been named in various other lawsuits arising in
the normal course of business. It is not possible at this time to assess the
probability of any liability against the Companies as a result of these
lawsuits. Management has stated that all cases will be vigorously defended.
6. SUBSEQUENT EVENTS
On March 4, 1998, SFX Entertainment Inc. acquired the Companies for a
total cash purchase price of $16,900,000 (including a working capital payment
of $300,000).
Prior to the sale of the Companies to SFX, the sole shareholder of High
Cotton received a distribution of High Cotton's interest in HC Properties, Inc.
F-78
<PAGE>
REPORT OF INDEPENDENT AUDITORS
The Board of Directors
Falk Associates Management Enterprises, Inc.
We have audited the accompanying combined balance sheets of Falk
Associates Management Enterprises, Inc. as of December 31, 1996 and 1997, and
the related combined statements of operations and stockholders' equity
(deficit) and cash flows for the years then ended. These financial statements
are the responsibility of management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the combined financial statements referred to above
present fairly, in all material respects, the combined financial position of
Falk Associates Management Enterprises, Inc. at December 31, 1996 and 1997, and
the combined results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.
ERNST & YOUNG LLP
New York, New York
April 10, 1998
F-79
<PAGE>
FALK ASSOCIATES MANAGEMENT ENTERPRISES, INC.
COMBINED BALANCE SHEETS
<TABLE>
<CAPTION>
DECEMBER 31
------------------------------- MARCH 31
1996 1997 1998
------------- --------------- ---------------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash ..................................................... $ 964,265 $ 34,586 $ 691,718
Cash surrender value of officers' life insurance ......... 73,336 115,436 125,436
Accounts receivable ...................................... 641,204 614,051 663,484
Current portion of stockholder loan receivable ........... 92,669 116,524 237,528
Other current assets ..................................... 13,428 33,456 24,904
---------- ------------ ------------
1,784,902 914,053 1,743,070
---------- ------------ ------------
Fixed assets, net of accumulated depreciation and
amortization ............................................. 85,200 63,714 62,377
Certificate of deposit, noncurrent ........................ 200,906 211,331 202,044
Accounts receivable ....................................... 514,051 -- --
Stockholder loan receivable ............................... 506,400 389,873 136,542
Other ..................................................... 58,900 7,119 7,119
---------- ------------ ------------
Total assets .............................................. $3,150,359 $ 1,586,090 $ 2,151,152
========== ============ ============
LIABILITIES AND COMBINED STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued expenses .................... $ 221,952 $ 165,504 $ 898,054
Payroll taxes payable .................................... 907,446 -- --
Stockholder loan payable ................................. 95,000 95,000 95,000
Current portion of settlement agreement .................. 134,552 145,652 149,253
Current portion of deferred revenue ...................... 673,744 1,358,149 1,263,080
Current portion of long-term debt ........................ 309,313 310,162 310,472
---------- ------------ ------------
2,342,007 2,074,467 2,715,859
---------- ------------ ------------
Settlement agreement, less current portion ................ 658,756 513,103 473,103
Deferred revenue, less current portion .................... -- 1,031,250 937,500
Long-term debt, less current portion ...................... 46,548 36,200 33,428
Combined stockholders' equity (deficit) ................... 103,048 (2,068,930) (2,008,738)
---------- ------------ ------------
Total liabilities and combined stockholders' equity
(deficit) ................................................ $3,150,359 $ 1,586,090 $ 2,151,152
========== ============ ============
</TABLE>
See accompanying notes.
F-80
<PAGE>
FALK ASSOCIATES MANAGEMENT ENTERPRISES, INC.
COMBINED STATEMENTS OF OPERATIONS AND STOCKHOLDERS' EQUITY (DEFICIT)
<TABLE>
<CAPTION>
YEAR ENDED THREE MONTHS ENDED
DECEMBER 31, MARCH 31
-------------------------------- -------------------------------
1996 1997 1997 1998
------------- ---------------- ------------- ---------------
(UNAUDITED)
<S> <C> <C> <C> <C>
REVENUES
Agent fees .................................... $6,364,503 $ 10,881,588 $1,219,282 $ 1,812,804
EXPENSES
Stockholders' salary expense .................. 4,732,430 10,594,773 1,173,341 1,289,251
Other salary expense .......................... 969,293 1,177,197 130,372 143,250
Depreciation and amortization ................. 113,486 115,309 29,897 14,053
Travel and entertainment ...................... 503,475 552,951 118,418 140,141
General and administrative expenses ........... 627,174 677,453 137,664 169,452
---------- ------------ ---------- ------------
6,945,858 13,117,683 1,589,692 1,756,147
---------- ------------ ---------- ------------
(Loss) income from operations ................. (581,355) (2,236,095) (370,410) 56,657
OTHER INCOME (EXPENSE)
Interest income -- stockholders' loan ......... 32,305 27,237 6,810 9,288
Interest income -- third party ................ 142,917 115,714 28,148 15,171
Interest expense -- third party ............... (91,996) (78,834) (21,414) (20,924)
Other income .................................. 2,200 -- -- --
---------- ------------ ---------- ------------
85,426 64,117 13,544 3,535
Net (loss) income ............................. (495,929) (2,171,978) (356,866) 60,192
Combined stockholders' equity at
beginning of year ............................ 598,977 103,048 103,048 (2,068,930)
---------- ------------ ---------- ------------
Combined stockholders' equity (deficit)
at end of year ............................... $ 103,048 $ (2,068,930) $ (253,818) $ (2,008,738)
========== ============ ========== ============
</TABLE>
See accompanying notes.
F-81
<PAGE>
FALK ASSOCIATES MANAGEMENT ENTERPRISES, INC.
COMBINED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
YEAR ENDED THREE MONTHS
DECEMBER 31 ENDED MARCH 31
---------------------------------- -----------------------------
1996 1997 1997 1998
-------------- ----------------- -------------- ------------
(UNAUDITED)
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income ............................. $ (495,929) $ (2,171,978) $ (356,866) $ 60,192
Adjustments to reconcile net (loss)
income to net cash provided by
(used in) operating activities:
Depreciation and amortization .............. 113,486 115,309 29,897 14,053
Non-cash interest expense .................. 75,702 65,447 16,399 13,601
Non-cash interest income ................... (32,188) (37,753) (9,402) 4,041
Changes in operating assets and
liabilities:
Decrease (increase) in accounts
receivable ................................ 17,538 541,204 47,786 (49,433)
Decrease (increase) in other
current assets ............................ 559 (20,028) (7,736) 8,552
Increase (decrease) in accounts
payable and accrued expenses .............. 71,526 (56,448) 325,813 732,550
Increase (decrease) in payroll taxes
payable ................................... 461,584 (907,446) (907,446) --
Increase (decrease) in deferred
revenue ................................... 479,319 1,715,655 229,918 (188,819)
---------- ------------- ---------- ----------
Net cash provided by (used in)
operating activities ......................... 691,597 (756,038) (631,637) 594,737
---------- ------------- ---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets ...................... (70,467) (42,042) (20,441) (12,716)
Increase in cash surrender value of
officers' life insurance ..................... (31,336) (42,100) (10,000) (10,000)
---------- ------------- ---------- ----------
Net cash used in investing activities ......... (101,803) (84,142) (30,441) (22,716)
---------- ------------- ---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Payments of long-term debt .................... (300,000) (309,499) (102,432) (2,462)
Proceeds from long-term debt
borrowings ................................... 355,861 300,000 -- --
Proceeds from stockholder loan
receivable ................................... -- 120,000 120,000 137,573
Payment on settlement agreement ............... (200,000) (200,000) (50,000) (50,00)
---------- ------------- ---------- ----------
Net cash (used in) provided by financing
activities ................................... (144,139) (89,499) (32,432) 85,111
---------- ------------- ---------- ----------
Net increase (decrease) in cash ............... 445,655 (929,679) (694,510) 657,132
Cash at beginning of period ................... 518,610 964,265 964,265 34,586
---------- ------------- ---------- ----------
Cash at end of period ......................... $ 964,265 $ 34,586 $ 269,755 $ 691,718
========== ============= ========== ==========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION
Cash paid for interest ........................ $ 16,294 $ 13,386 $ 5,014 $ 7,324
========== ============= ========== ==========
</TABLE>
See accompanying notes.
F-82
<PAGE>
FALK ASSOCIATES MANAGEMENT ENTERPRISES, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS
DECEMBER 31, 1997
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Combination
The accompanying combined financial statements include the accounts of
Falk Associates Management Enterprises, Inc. ("FAME") and Financial Advisory
Management Enterprises, Inc. ("FINAD") (collectively, the "Companies").
Transactions and balances among the Companies have been eliminated in
combination. The Companies are subject to common ownership.
In exchange for a percentage fee or commission, FAME provides
representation services regarding the negotiation of professional sporting
contracts and marketing and endorsement contracts. FINAD provides financial
management services including, but not limited to, the implementation of
financial planning to meet clients' savings and financial goals, the receipt
and deposit of funds, cash flow budgeting and analysis, preparation of
financial statements and tax return services, in exchange for an annual fixed
fee and an additional percentage fee based on the dollar value of assets
managed and monitored.
Revenue Recognition
The Companies revenues arise primarily from percentage fees or commissions
received for the negotiation of professional sporting contracts and marketing
and endorsement contracts. The Companies recognize revenue ratably over the
period of the associated contract. Deferred revenue is recorded on the
accompanying combined balance sheets when funds are received in advance of the
performance period and is recognized over the period of performance.
Accounts Receivable
Accounts receivable consist of amounts due from professional athletes for
services rendered or for fees due related to prior performance that has been
contractually deferred to a later date. Management considers these accounts
receivable as of December 31, 1996 and 1997 to be collectible; accordingly, no
allowance for doubtful accounts is recorded.
Fixed Assets
Fixed assets are stated at cost. Depreciation and amortization of fixed
assets is provided on the straight-line method over the estimated useful lives
of the assets including 5 years for technical equipment, 7 years for furniture
and office equipment and 10 years for leasehold improvements.
Income Taxes
The Companies are cash-basis taxpayers and have elected to be taxed as S
Corporations for federal and state income tax purposes. All items of income,
loss and credits are reported by the Companies stockholders on their respective
personal income tax returns. Accordingly, no current and deferred federal
corporate income taxes have been provided in the accompanying combined
financial statements. However, since the Companies operate in the District of
Columbia ("D.C.") they are subject to D.C. income tax. No D.C. income tax
benefits have been provided on the Companies' D.C. net operating loss
carryforwards and other deductible temporary differences due to the uncertainty
of recognizing future tax benefits for these items.
Risks and Uncertainties
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the combined financial
statements and accompanying notes. Actual results could differ from those
estimates.
F-83
<PAGE>
FALK ASSOCIATES MANAGEMENT ENTERPRISES, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
The Companies derive substantially all of its agent fees from the
representation services they provide regarding the negotiation of professional
sporting contracts and marketing and endorsement contracts for professional
athletes in the National Basketball Association ("NBA"). In March 1998, the NBA
Board of Governors voted to exercise the league's right to re-open its
Collective Bargaining Agreement (the "Agreement") with the National Basketball
Players Association. As a result, the Agreement will expire as of June 30,
1998. As a matter of Collective Bargaining, the Agreement, when it expires,
continues in place until it is replaced by a successor agreement, or until some
other labor remedies are utilized by one party or the other, meaning a strike
or a lockout or a moratorium collectively. Should there be a work stoppage due
to either a lockout or strike and NBA games are not played, it would be likely
that the Companies agent fees would be negatively impacted.
Significant Customer
The Companies three most significant sources of revenue provided a
majority of the Companies combined agent fees for the year ended December 31,
1996 and 1997, respectively.
Interim Financial Information
The interim financial data as of March 31, 1998 and for three-month
periods ended March 31, 1997 and 1998 is unaudited and certain information and
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been omitted. However, in
the opinion of Management, the interim data includes all adjustments,
consisting only of normal recurring adjustments necessary for a fair statement
of the results for the interim periods. The results of operations for the
interim periods are not necessarily indicative of the results to be expected
for the entire year.
2. FIXED ASSETS
Fixed assets consisted of the following:
<TABLE>
<CAPTION>
DECEMBER 31
-----------------------------
1996 1997
------------- -------------
<S> <C> <C>
Furniture and office equipment ......................... $ 150,739 $ 159,467
Technical equipment .................................... 169,112 200,300
Leasehold improvements ................................. 4,841 6,967
---------- ----------
324,692 366,734
Less accumulated depreciation and amortization ......... (239,492) (303,020)
---------- ----------
$ 85,200 $ 63,714
========== ==========
</TABLE>
3. LONG-TERM DEBT
Long-term debt consisted of the following:
<TABLE>
<CAPTION>
DECEMBER 31
-----------------------------
1996 1997
------------- -------------
<S> <C> <C>
Time note (A) ................... $ 200,000 $ 200,000
Line of credit (B) .............. 100,000 100,000
Note payable (C) ................ 55,861 46,362
---------- ----------
Long term debt .................. 355,861 346,362
Less current maturities ......... (309,313) (310,162)
---------- ----------
Total long-term debt ............ $ 46,548 $ 36,200
========== ==========
</TABLE>
- ----------
(A) On December 31, 1996 and 1997, respectively, the Companies had
outstanding a six-month $200,000 time note (the "Time Note") with a
bank (the "Bank"). Interest was set at the prime rate which
approximated 8.25% at both December 31, 1996 and 1997, respectively.
Interest is payable monthly in arrears. The Companies may repay the
principal at any time during the
F-84
<PAGE>
FALK ASSOCIATES MANAGEMENT ENTERPRISES, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
six-month period ended June 30, 1998, with all remaining principal
and outstanding interest in full on June 30, 1998. The time note
contains covenants which, among other things, restrict the pledging
of assets without prior written approval of the Bank.
(B) On December 31, 1996 and 1997, respectively, the Companies had
outstanding a $100,000 one-year line of credit with the Bank which
was fully drawn as of those dates. Interest was set at the prime
rate which approximated 8.25% at both December 31, 1996 and 1997,
respectively. Interest is payable monthly in arrears. Principal and
any outstanding interest is payable in full at December 31, 1998.
The line of credit contains covenants which are similar to those in
the Time Note.
(C) In December 1996, the Companies entered into a five year $55,861
note payable with the Bank. Interest was fixed at 8.75%. Commencing
January 1997, the note became payable in 59 monthly installments
consisting of principal and interest with the final payment equal to
any remaining principal and interest due. The note is secured by
specific computer hardware and software which was purchased with the
proceeds of the note payable.
At December 31, 1997, the aggregate amounts of long-term debt due during
the next four years are as follows:
<TABLE>
<CAPTION>
YEAR ENDING DECEMBER 31 AMOUNT
- ------------------------- -----------
<S> <C>
1998 ............... $310,162
1999 ............... 11,088
2000 ............... 12,098
2001 ............... 13,014
--------
$346,362
========
</TABLE>
4. COMMITMENTS AND CONTINGENCIES
The Companies are obligated under certain noncancellable operating leases.
Rent expense, principally for office space, amounted to approximately $149,400
and $167,300 for the years ended December 31, 1996 and 1997, respectively. In
March 1998, the Companies entered into a sublease for additional office space.
Future minimum rental payments under noncancellable operating leases are
as follows:
<TABLE>
<CAPTION>
YEAR ENDING DECEMBER 31 OPERATING LEASES
- ------------------------- -----------------
<S> <C>
1998 ............... $ 214,000
1999 ............... 244,000
2000 ............... 247,000
2001 ............... 250,000
2002 ............... 184,000
----------
$1,139,000
==========
</TABLE>
Settlement Agreement
In 1994, the Companies were party to a $1.9 million legal settlement
arising from a civil suit wherein they were jointly and severally liable to
make settlement payments over a seven year period. The carrying value of the
settlement agreement was approximately $793,300 and $658,800 at December 31,
1997 and 1996, respectively, discounted at a 8.25% interest rate.
Agreement and Memorandum of Understanding
In January 1992, an Agreement and Memorandum of Understanding (the
"Agreement") was executed between the Companies' principal stockholder and a
third party which formerly employed the principal stockholder. Under the terms
of the Agreement, the Companies are obligated to remit to the third party a
percentage of the Companies fees as received for the representation services
provided regarding the negotiation of professional sporting contracts and
marketing and endorsement
F-85
<PAGE>
FALK ASSOCIATES MANAGEMENT ENTERPRISES, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
contracts. Agreement terms are limited to those professional athletes who
became clients of the Companies at the time of the Companies formation and
generally does not give the third party any right to fees related to contract
renewals.
Stock Appreciation Rights
In December 1996, the Companies issued stock appreciation rights ("SARs")
to a stockholder and executive vice president of the Companies. The SARs are
exercisable only upon the occurrence of defined terms and conditions, including
the sale or merger of the Companies to a third party or upon termination of
employment. Accordingly, upon the exercise of the SAR's, the Companies will
record expense in the combined statement of operations equal to the fair value
of the SARs.
5. RELATED PARTY TRANSACTIONS
Stockholder Loan Receivable
In January 1993, the Companies entered into two eight-year promissory loan
notes with a stockholder of the Companies for face amounts of $384,000 and
$96,000. The loans accrue interest at a fixed rate of 5.7% with monthly
payments of principal and accrued interest commencing January 1, 1997.
Stockholder Loan Payable
In January 1993, the principle stockholder of the Companies made a $95,000
non-interest bearing advance to the Companies in connection with its formation.
This advance is due on demand and has been classified as a current liability in
the accompanying combined balance sheets.
Stockholders' Life Insurance
The Companies are the owners and beneficiaries of key-man life insurance
policies carried on the lives of its stockholders' with cash surrender values
totaling approximately $73,300 and $115,400 as of December 31, 1996 and 1997,
respectively. No loans are outstanding against the policies, but there is no
restriction in the policy regarding loans.
The life insurance contracts are accompanied by mandatory stock purchase
agreements relating to the amount of the proceeds of the life insurance. Upon
death, the insured's estate will be obligated to sell, and the Companies will
be obligated to purchase the insured's stock up to the value of the stock or
the proceeds of insurance, whichever is lesser. The purpose is to protect the
Companies against an abrupt change in ownership.
6. EMPLOYEE BENEFIT PLAN
During 1997, the Companies began sponsoring a deferred contribution plan
(the "Plan"). The Plan enables all full time employees who have completed one
year of service with the Companies to make voluntary contributions to the Plan
not to exceed the dollar limits as prescribed by the Internal Revenue Service.
Under the Plan, the Companies matches an employee's contribution up to a
maximum of 3% of their salary. The Companies contribution for the year ended
December 31, 1997 was approximately $40,800.
7. STOCKHOLDERS AGREEMENT
The stockholders of the Companies currently maintain a Stockholders
Agreement (the "Agreement") which place restrictions on the transfer (as
defined in the Agreement) of their stock.
8. SUBSEQUENT EVENT
On June 4, 1998 the stockholders of the Companies completed the sale of
the Companies to a subsidiary of SFX Entertainment, Inc. ("SFX") whereby SFX
acquired all of the outstanding capital
F-86
<PAGE>
FALK ASSOCIATES MANAGEMENT ENTERPRISES, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
stock of the Companies for a total purchase price of approximately $82.2
million (including approximately $7.9 million which the Companies received for
the reimbursement of certain taxes incurred and excluding $4.7 million of taxes
paid on behalf of the Companies which will be refunded to SFX in 1999) and the
issuance of 1.0 million shares of SFX's Class A Common Stock. The sale
agreement also provides for payments by SFX to the Companies for additional
amounts up to an aggregate of $15.0 million in equal annual installments over
five years contingent on the achievement of certain EBITDA (as defined) targets
and for additional payments by SFX if the companies EBITDA performance exceeds
the targets by certain amounts.
F-87
<PAGE>
REPORT OF INDEPENDENT AUDITORS
To the Members
Blackstone Entertainment LLC
We have audited the accompanying combined balance sheets of Blackstone
Entertainment LLC as of December 31, 1996 and 1997, and the related combined
statements of income, members' equity and cash flows for the years then ended.
These financial statements are the responsibility of management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We have conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the combined financial statements referred to above
present fairly, in all material respects, the combined financial position of
Blackstone Entertainment LLC at December 31, 1996 and 1997, and the combined
results of their operations and their cash flows for the years then ended in
conformity with generally accepted accounting principles.
May 1, 1998 ERNST & YOUNG LLP
New York, New York
F-88
<PAGE>
BLACKSTONE ENTERTAINMENT LLC
COMBINED BALANCE SHEETS
<TABLE>
<CAPTION>
DECEMBER 31 JUNE 30
----------------------------- --------------
1996 1997 1998
------------- ------------- --------------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents, including $50,000 and $55,000
of restricted cash at December 31, 1996 and 1997,
respectively ......................................... $ 2,025,731 $ 3,529,135 $16,664,490
Accounts receivable .................................... 551,776 275,820 1,154,574
Due from related parties ............................... 60,751 310,874 --
Due from members ....................................... 234,822 165,117 --
Other current assets ................................... 151,872 219,789 1,440,463
----------- ----------- -----------
Total current assets .................................... 3,024,952 4,500,735 19,259,527
Fixed assets, net ....................................... 14,680,344 13,394,676 12,856,629
Intangible assets, net .................................. 212,682 177,823 149,302
----------- ----------- -----------
Total assets ............................................ $17,917,978 $18,073,234 $32,265,458
=========== =========== ===========
LIABILITIES AND MEMBERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses .................. $ 819,690 $ 1,675,061 $ 1,859,872
Notes payable, current portion ......................... 1,427,172 1,388,806 8,940,357
Capital leases payable, current portion ................ 344,038 487,334 496,655
Deferred income ........................................ 545,537 547,270 14,601,337
Due to related parties ................................. 241,677 -- --
Loans payable to members ............................... 1,500,000 2,461,239 --
----------- ----------- -----------
Total current liabilities .............................. 4,878,114 6,559,710 25,898,221
Notes payable, net of current portion ................... 8,564,888 6,816,668 --
Capital leases payable, net of current portion .......... 1,080,959 693,061 405,813
Other ................................................... 50,825 -- --
----------- ----------- -----------
Total liabilities ....................................... 14,574,786 14,069,439 26,304,034
Members' equity ......................................... 3,343,192 4,003,795 5,961,424
----------- ----------- -----------
Total liabilities and members' equity ................... $17,917,978 $18,073,234 $32,265,458
=========== =========== ===========
</TABLE>
See accompanying notes.
F-89
<PAGE>
BLACKSTONE ENTERTAINMENT LLC
COMBINED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31 SIX MONTHS ENDED JUNE 30,
------------------------------- -------------------------------
1996 1997 1997 1998
-------------- -------------- -------------- --------------
(UNAUDITED)
<S> <C> <C> <C> <C>
Gross revenues ............................. $ 48,824,066 $ 50,587,721 $21,451,061 $21,443,331
Operating costs and expenses:
Operating costs ........................... 35,631,428 35,806,833 13,640,379 15,192,627
Promotion expenses ........................ 2,596,861 2,837,208 1,863,062 947,315
General and administrative
expenses ................................ 4,634,399 5,756,993 2,179,883 2,437,189
Depreciation and amortization ............. 2,026,637 2,033,245 571,555 689,842
------------ ------------ ----------- -----------
Total operating costs and expenses ......... 44,889,325 46,434,279 18,254,879 19,266,973
Operating income (loss) .................... 3,934,741 4,153,442 3,196,182 2,176,358
Investment income .......................... 189,970 329,696 119,125 165,504
Interest expense ........................... (1,132,556) (1,071,731) (487,080) (384,233)
------------ ------------ ----------- -----------
Net income (loss) .......................... $ 2,992,155 $ 3,411,407 $ 2,848,227 $ 1,957,629
============ ============ =========== ===========
</TABLE>
See accompanying notes.
F-90
<PAGE>
BLACKSTONE ENTERTAINMENT LLC
COMBINED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31 SIX MONTHS ENDED JUNE 30,
--------------------------------- --------------------------------
1996 1997 1997 1998
--------------- --------------- -------------- ---------------
(UNAUDITED)
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) ................................. $ 2,992,155 $ 3,411,407 $ 2,848,000 $ 1,957,629
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization .................. 2,226,637 2,033,245 572,000 689,842
Other .......................................... 543 --
(Increase) decrease in assets:
Accounts receivable .............................. (180,773) 275,956 (975,000) (402,763)
Other current assets ............................. 284,240 (67,917) (133,000) (1,220,674)
Increase (decrease) in liabilities:
Deferred income ............................... (149,523) 1,733 11,901,000 14,054,067
Accounts payable and accrued
expenses .................................... (34,164) 855,371 676,000 184,811
Due to/from related parties and
members ..................................... (68,475) (422,095) (68,000) --
Other ......................................... (11,461) (50,825) (462,000) --
------------ ------------ ------------ ------------
Net cash provided by operating activities ......... 5,059,179 6,036,875 14,359,000 15,262,912
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of fixed assets ....................... (1,678,666) (386,983) (15,000) (123,274)
------------ ------------ ------------ ------------
Net cash used in investing activities ............. (1,678,666) (386,983) (15,000)
CASH FLOWS FROM FINANCING ACTIVITIES
Payments on notes payable and consulting
agreement ........................................ (1,227,498) (1,986,586) (695,000) (765,117)
Payments on to capital leases ..................... (17,182) (370,337) (3,000) (277,927)
Changes in loans payable to members ............... (119,189) -- (11,000) (967,239)
Distributions to members .......................... (1,720,546) (1,789,565) (300,000) --
------------ ------------ ------------ ------------
Net cash used in financing activities ............. (3,084,415) (4,146,488) (1,009,000) (2,004,283)
------------ ------------ ------------ ------------
Net increase in cash and cash equivalents ......... 296,098 1,503,404 13,335,000 13,135,355
Cash and cash equivalents, beginning of
period ........................................... 1,729,633 2,025,731 1,925,000 3,529,135
------------ ------------ ------------ ------------
Cash and cash equivalents, end of period .......... $ 2,025,731 $ 3,529,135 $ 15,260,000 $ 16,664,490
============ ============ ============ ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION
Capital lease additions ........................... $ 125,735 $ 538,526 $ -- $ --
Cash paid during the year for interest ............ $ 1,301,210 $ 1,017,371 $ 431,778 $ 384,233
</TABLE>
See accompanying notes.
F-91
<PAGE>
BLACKSTONE ENTERTAINMENT LLC
COMBINED STATEMENT OF MEMBERS' EQUITY
<TABLE>
<CAPTION>
MEMBERS'
EQUITY
---------------
<S> <C>
Balance, January 1, 1996 ................... $ 2,071,583
Net income ................................. 2,992,155
Distributions to members ................... (1,770,546)
Capital contributions ...................... 50,000
------------
Balance, December 31, 1996 ................. 3,343,192
Net income .................................
Distributions to members ................... (2,750,804)
------------
Balance, December 31, 1997 ................. 4,003,795
Net loss ................................... 1,957,629
------------
Balance, June 30, 1998 (unaudited) ......... $ 5,961,424
============
</TABLE>
See accompanying notes.
F-92
<PAGE>
BLACKSTONE ENTERTAINMENT LLC
NOTES TO COMBINED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
General
Blackstone Entertainment LLC ("the Company") was organized on October 1,
1997 as a Massachusetts Limited Liability Company. On that date, the net assets
of the following companies (collectively, "Don Law and Affiliates"), which had
been commonly controlled and functionally related, and a related parcel of land
located in Mansfield, Massachusetts were contributed in formation of the
Company:
o Great Woods, Inc.
o Time Trust Associates Joint Venture
o Harborlights Pavilion, Inc.
o NEXT, Inc.
o Don Law Company, Inc.
o Orpheum Management Corporation
o Black and Copper, Ltd.
o Andrew Trust LLC
These financial statements reflect the businesses subject to the
transaction described in Note 10 and accordingly, represent the combined
results of Blackstone Entertainment LLC and Don Law and Affiliates as a
predecessor. The net assets transferred to the Company have been recorded at
their historical book values.
Nature of Business
Great Woods, Inc., a Massachusetts corporation, managed and operated the
Great Woods Center for the Performing Arts in Mansfield, Massachusetts. Time
Trust Associates Joint Venture, a Massachusetts general partnership, held title
to the real estate on which the facility is situated.
Harborlights Pavilion, Inc., a Massachusetts corporation, managed and
operated the Harborlights Pavilion in Boston, Massachusetts.
NEXT, Inc., a Massachusetts corporation, operated a computerized ticketing
system for entertainment facilities and theaters throughout the New England
area.
Don Law Company, Inc., a Massachusetts corporation, promoted concerts and
other entertainment events throughout the New England area.
Orpheum Management Corporation, a Massachusetts corporation, managed the
Orpheum Theatre in Boston, Massachusetts.
Black and Copper, Ltd., a Massachusetts corporation, provided graphic
design, advertising, marketing and promotional services principally to its
related entities.
Andrew Trust LLC owned additional parcels of land surrounding the Great
Woods Center for the Performing Arts in Mansfield, Massachusetts.
Limited Liability Company
The Company's operating agreement provides that liability of its members
is limited to their capital invested in the Company. The Company's operating
agreement does not limit its term
of existence, and provides for dissolution upon the occurrence of certain
events, one of which is the acquisition by one member of all of the outstanding
ownership interest.
F-93
<PAGE>
BLACKSTONE ENTERTAINMENT LLC
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
Member Classes and Priorities
The Company's operating agreement provides for one of its members to
receive a priority distribution of current year earnings and liquidation
proceeds to $2,250,000. The remaining members receive a matching distribution
subsequent to the priority distribution of $2,250,000. All additional proceeds
are then divided evenly among the members. The operating agreement provides for
both priorities to disappear upon the Company's attainment of certain
distribution levels.
Cash and Cash Equivalents
Cash and cash equivalents consist of cash, time deposits, commercial paper
and money market mutual funds. The Company invests its excess cash in highly
rated companies and financial institutions. These deposits have original
maturities that do not exceed three months. During the course of the year, the
Company maintained balances in financial institutions in excess of FDIC insured
limits. Included in cash and cash equivalents at December 31, 1996 and 1997 is
approximately $50,000 and $55,000, respectively, of restricted cash to be used
for future Orpheum Theatre renovations and improvements.
Fixed Assets
Fixed assets are stated at cost. Depreciation is computed over estimated
useful lives ranging from three to thirty-nine years utilizing straight-line
and accelerated methods. Depreciation expense charged to operations was
$1,992,321 and $1,798,386 during the years ended December 31, 1996 and 1997,
respectively.
Intangible Assets, Net
Intangible assets consisting of goodwill which is being amortized over
fifteen years using the straight-line method and organization costs incurred
when Harborlights Pavilion, Inc. and NEXT, Inc. were established are being
amortized over five years using the straight-line method. These assets are
shown on the combined balance sheets net of accumulated amortization of
$125,665 and $360,524 as of December 31, 1996 and 1997. Total amortization
expense charged to operations was $34,316 and $234,859 during the years ended
December 31, 1996 and 1997.
Revenue Recognition
All divisions, except for NEXT, recognize event-related revenue upon
completion of each performance. Advance ticket receipts for performances are
recorded as deferred revenue. Costs incurred which relate to future
performances are recorded as prepaid expenses. The NEXT division recognizes
revenues as tickets are sold and services are performed.
Income Taxes
The Company is treated as a partnership for federal and state income tax
purposes. The Company's earnings and losses are included in the members' income
tax returns in relation to their respective ownership interests; accordingly,
no provision is required for federal and state income taxes.
Advertising Expense
The Company expenses advertising costs as incurred. Advertising expense
amounted to approximately $1,849,000 and $2,061,000 during the years ended
December 31, 1996 and 1997, respectively.
F-94
<PAGE>
BLACKSTONE ENTERTAINMENT LLC
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect certain reported amounts and disclosures. Accordingly,
actual results could differ from those estimates.
Year 2000 (unaudited)
The Company has addressed the risks associated with year 2000 compliance
with respect to its ticketing system based on consultation with its vendors.
Future costs associated with such compliance are not expected to be
significant.
Interim Financial Information
The interim financial data as of June 30, 1998 and for the six-month
periods ending June 30, 1997 and 1998 is unaudited and certain information and
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been omitted. However, in
the opinion of Management, the interim data includes all adjustments,
consisting only of normal recurring adjustments, necessary for a fair statement
of the results for the interim period. The results of operations for the
interim periods are not necessarily indicative of the results to be expected
for the entire year.
2. FIXED ASSETS, NET
Fixed assets, net consists of the following:
<TABLE>
<CAPTION>
DECEMBER 31
----------------------------------
1996 1997
--------------- ----------------
<S> <C> <C>
Performing art facilities .............. $ 21,454,305 $ 21,496,711
Land and site improvements ............. 2,133,905 2,327,127
Equipment under capital leases ......... 1,426,874 1,567,690
Machinery and equipment ................ 1,484,682 1,628,996
Furniture and fixtures ................. 494,480 522,372
Leasehold improvements ................. 243,982 244,982
Motor vehicles ......................... 156,135 189,663
------------- -------------
27,394,363 27,977,541
Less accumulated depreciation .......... (12,714,019) (14,582,865)
------------- -------------
$ 14,680,344 $ 13,394,676
============= =============
</TABLE>
F-95
<PAGE>
BLACKSTONE ENTERTAINMENT LLC
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
3. NOTES PAYABLE
Notes payable consist of the following:
<TABLE>
<CAPTION>
DECEMBER 31
-----------------------------
1996 1997
------------- -------------
<S> <C> <C>
1. The Company is obligated under a note payable to the FDIC
dated May 11, 1988 in the original amount of $10,600,000. On
May 9, 1995, the note was modified and extended to mature
February 15, 2005. At such time, a balloon payment of
approximately $3,500,000 will be required. The note is
payable in monthly principal installments of $44,167 plus
interest at 8.98% per annum. The note is collateralized by
substantially all assets of the Great Woods Inc. and Time
Trust Join Venture, including a mortgage on the real estate
and facility, and a security interest in all operating permits
and licenses, programming and concession contracts, and
insurance policies on the lives of two members. ........................ $7,752,942 $7,222,942
2. The Company is obligated to a concessionaire under an
unsecured five-year installment note in the original amount of
$1,600,000 which matures on June 30, 1998. The note is
payable in annual principal installments of $320,000 with
interest payable quarterly at 1.5% over the prime rate. ................ 640,000 320,000
3. The Company is obligated under a five-year installment note
dated May 18, 1994 payable to a bank in the original amount
of $1,600,000. The note is payable in monthly installments of
$33,136 including interest at 8.9% per annum and is
collateralized by all assets of the Harborlights Pavilion Inc. ......... 829,118 492,532
4. The Company is obligated to a concessionaire under an
unsecured installment note dated August 19, 1994 in the
original amount of $350,000 bearing interest at 1% over the
prime rate. The remaining outstanding principal balance and
any accrued interest is due November 1, 1998. The note is
personally guaranteed by the members of the Company. ................... 210,000 140,000
5. The Company is obligated to a concessionaire under an
unsecured and noninterest bearing note dated July 11, 1994 in
the original amount of $150,000. The note is due in annual
installments of $30,000 with the final installment due
October 15, 1998. ...................................................... 60,000 30,000
6. The Company is obligated under a note payable from
Andrew Trust LLC to a bank dated December 12, 1996 in
the original amount of $500,000. Interest is payable monthly
at 0.75% over the prime rate and the principal reaches
maturity on December 12, 1999. ......................................... 500,000 --
---------- ----------
9,992,060 8,205,474
Current maturities ..................................................... 1,427,172 1,388,806
---------- ----------
Long-term debt ......................................................... $8,564,888 $6,816,668
========== ==========
</TABLE>
F-96
<PAGE>
BLACKSTONE ENTERTAINMENT LLC
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
Maturities of long-term debt are as follows:
<TABLE>
December 31:
<S> <C>
1999 ................ $ 653,726
2000 ................ 530,000
2001 ................ 530,000
2002 ................ 530,000
2003 ................ 530,000
Thereafter .......... 4,042,942
----------
$6,816,668
==========
</TABLE>
The Company has an unsecured demand line of credit with a bank of
$2,000,000 which expires April 30, 1998. Interest is payable monthly at 1% over
the prime rate. The Company had no amounts outstanding under this line of
credit as of December 31, 1996 and 1997.
The bank note payable collaterialized by the assets of Harborlights
Pavilion, Inc. and the demand line of credit are subject to several financial
covenants which the company is currently in the process of renegotiating. For
the years ended December 31, 1996 and 1997, Harborlights Pavilion, Inc. failed
at least one of these financial covenants. Management anticipates that based
upon discussions with the bank, the loan will not be called.
4. CAPITAL LEASE OBLIGATIONS
The Company is obligated under capital lease agreements for certain
business equipment. The leases have been capitalized at the fair value of the
leased equipment with a corresponding liability recorded. Each payment is
allocated between a reduction of the liability and interest expense to yield a
constant periodic rate of interest on the remaining balance of the obligation.
At December 31, 1997, future minimum payments due on the lease agreements
are as follows:
Year ended December 31:
<TABLE>
<S> <C>
1998 ................................................ $ 564,474
1999 ................................................ 564,625
2000 ................................................ 155,095
2001 ................................................ 15,961
---------
1,300,155
Amount representing interest ........................ 119,760
---------
Present value of net minimum lease payments ......... 1,180,395
Current portion ..................................... 487,334
---------
Long-term portion ................................... $ 693,061
=========
</TABLE>
5. LOANS PAYABLE TO MEMBERS
The Company is obligated to members in the amount of $961,239 which
represents the balance of advances made by them in conjunction with the
transfer of assets on October 1, 1997. The loans are unsecured and noninterest
bearing, and are expected to be repaid during 1998.
The Company is obligated to two members for loans totaling $1,500,000 at
both December 31, 1996 and 1997. The loans are unsecured, bear interest at 6.5%
per annum, and have no formal repayment terms.
F-97
<PAGE>
BLACKSTONE ENTERTAINMENT LLC
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
6. COMMITMENTS AND RELATED PARTY TRANSACTIONS
Lease Commitments and Rent Expense
Total rent expense amounted to approximately $487,000 and $577,000 for the
years ended December 31, 1996 and 1997, respectively, of which $92,700 was paid
to an affiliate during 1996 and 1997. At December 31, 1997, the Company is
committed under the following noncancellable operating leases:
1) The Company is obligated under a five-year license agreement dated
March 31, 1994 for the lease of a parcel of real estate located on Fan Pier in
Boston, Massachusetts. The agreement provides for a minimum annual rent of
$250,000 through 1998. Additional rent is required based on the number of
tickets sold annually in excess of a 100,000 ticket base. The landlord has the
right to terminate the license agreement upon giving written notice by November
of each year, for termination in the following calendar year.
2) Under an agreement with the owner of the Orpheum Theatre, the Company
has exclusive booking and scheduling rights for the Theatre and sole
responsibility for granting concessions for the sale of food and refreshments
at the Theatre. Under the terms of the agreement, the Company is required to
pay a hall rental charge of $4,750 per performance for the period January 1998
through December 2000, plus additional amounts for artist rehearsals. The
Company is reimbursed for the hall rental charges by the shows' promoters and
earns commissions from the Theatre's owner based on the annual volume of rental
fees paid.
3) The company is obligated under three leases with an affiliate. During
1996 and 1997, the combined rent for these three leases was $92,700 each year.
4) The company is obligated under a one year lease for the NEXT, Inc.
premises for rent payments of $53,750 through December 31, 1998.
Other Commitments
The Company is obligated under a ten-year consulting agreement with the
former owner of a concert promotion business which was acquired in 1992. The
consulting agreement requires scheduled annual payments totaling of $828,000
over the next four years.
The Company is obligated under a consulting agreement with a member
requiring annual payments of $100,000 renewable annually.
7. PROFIT SHARING PLANS
The Company maintains 401(k) profit sharing plans covering eligible
employees who meet certain age and length of service requirements. Employees
may elect voluntary salary reductions; company contributions are made at the
discretion of the managing member. The Company did not make any matching
contributions during the years ended December 31, 1996 and 1997.
8. LITIGATION
Great Woods, Inc. is a defendant in several lawsuits that management
believes are without merit. In the event of an adverse judgment, management
believes its insurance coverage is sufficient to cover any potential losses.
9. EMPLOYMENT AGREEMENTS
Two employees have employment agreements pursuant to which they may
received contingent consideration upon the occurrence of specified events. One
of the employees is entitled to 0.6% of the
F-98
<PAGE>
BLACKSTONE ENTERTAINMENT LLC
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
net proceeds from the sale, refinancing or other disposition of the Company or
its ownership interests. The other is entitled to 5% of the defined after tax
proceeds from the sale of Great Woods , Inc. less certain defined contingent
consideration paid prior to the date of sale. The Company is obligated under an
informal employment arrangement with the General Manager of the NEXT, Inc.
which provides for a base salary of $150,000 in addition to a bonus based on
performance. The arrangement is renewable annually.
In connection with employment agreements, certain employees were paid
$610,000 in 1997 in connection with the sale of membership interests by the
principal owner to the Company. Such amount was recorded as a charge to
earnings in 1997.
10. SUBSEQUENT EVENT
On July 2, 1998, SFX Entertainment, Inc. acquired the Company for
aggregate consideration of approximately $92.2 million, including the repayment
of approximately $7.0 million in debt.
F-99
<PAGE>
REPORT OF INDEPENDENT AUDITORS
To the Stockholders of
The Marquee Group, Inc.
We have audited the accompanying consolidated balance sheet of The Marquee
Group, Inc. and Subsidiaries (the "Company") as of December 31, 1997 and the
related consolidated statements of operations, stockholders' equity and cash
flows for the two years in the period ended December 31, 1997. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly in
all material respects, the consolidated financial position of the Company at
December 31, 1997, and the consolidated results of its operations and its cash
flows for the two years in the period ended December 31, 1997, in conformity
with generally accepted accounting principles.
Ernst & Young LLP
New York, New York
March 5, 1998
F-100
<PAGE>
THE MARQUEE GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
1997 1998
-------------- --------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents ................................................... $ 8,944 $ 4,500
Cash escrow ................................................................. 704 746
Accounts receivable, net .................................................... 6,930 14,791
Prepaid production costs .................................................... 553 1,193
Prepaid expenses and other current assets ................................... 436 595
-------- --------
Total current assets ...................................................... 17,567 21,825
Property and equipment, net .................................................. 2,040 2,895
Receivables--non current ..................................................... 668 1,365
Notes receivable ............................................................. 1,887 2,135
Deposits and deferred expenses ............................................... 677 2,314
Intangible assets--net ....................................................... 23,951 59,648
-------- --------
$ 46,790 $ 90,182
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued expenses ....................................... $ 4,592 $ 8,728
Acquisition indebtedness--current portion ................................... 775 1,515
Escrow payable .............................................................. 527 685
Deferred revenues ........................................................... 626 523
-------- --------
Total current liabilities ................................................. 6,520 11,451
Notes payable--bank .......................................................... 33,140
Acquisition indebtedness--non-current ........................................ 2,144 3,777
Deferred rent ................................................................ 696 651
Deferred income taxes ........................................................ 960 964
Common stock (545 shares) subject to put options ............................. 3,184 3,420
Stockholders' equity
Preferred stock, $.01 par value; 5,000 shares authorized, no shares issued
Common stock, $.01 par value; 25,000 shares authorized, 17,913
(December 31, 1997) and 18,086 (September 30, 1998) shares issued
and outstanding ............................................................. 174 175
Additional paid-in capital .................................................. 36,885 39,593
Accumulated deficit ......................................................... (3,781) (3,003)
Cumulative translation adjustment ........................................... 8 14
-------- --------
Total stockholders' equity ................................................ 33,286 36,779
-------- --------
$ 46,790 $ 90,182
======== ========
</TABLE>
See accompanying notes.
F-101
<PAGE>
THE MARQUEE GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
YEAR ENDED NINE MONTHS ENDED
DECEMBER 31, SEPTEMBER 30,
1997 1996 1998 1997
---------- ----------- ------------ ------------
(UNAUDITED)
<S> <C> <C> <C> <C>
Revenues ............................................ $ 21,268 $ 2,869 $ 35,470 $ 11,991
Operating expenses .................................. 14,459 2,563 23,726 7,664
General and administrative expenses ................. 6,316 2,199 8,239 4,502
Loss on abandonment of lease ........................ 466 -- -- --
Non cash compensation ............................... 145 56 367 165
Depreciation and amortization ....................... 371 5 1,463 91
-------- -------- -------- --------
Income/(loss) from operations ....................... (489) (1,954) 1,675 (431)
Interest expense, net ............................... 22 283 120 224
Financing expense ................................... 756 193 -- 756
-------- -------- -------- --------
Income/(loss) before income taxes ................... (1,267) (2,430) 1,555 (1,411)
Income taxes ........................................ (45) 20 541 77
-------- -------- -------- --------
Net income/(loss) ................................... (1,312) (2,410) 1,014 (1,448)
Accretion of obligation related to the put option
issued in connection with the ProServ
acquisition ........................................ 59 -- 236 --
-------- -------- -------- --------
Net income/(loss) applicable to common
stockholders ....................................... $ 1,371 $ (2,410) $ 778 $ (1,488)
======== ======== ======== ========
Net income/(loss) per share--basic and dilutive ..... $ (.015) $ (1.03) $ .05 $ (.20)
======== ======== ======== ========
Weighted number of shares outstanding ............... 9,377 2,347 16,801 7,494
======== ======== ======== ========
</TABLE>
See accompanying notes.
F-102
<PAGE>
THE MARQUEE GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
---------------------------
1997 1996
------------ ------------
<S> <C> <C>
Operating activities
Net loss ......................................................................... $ (1,371) $ (2,410)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization ................................................... 385 5
Deferred compensation ........................................................... 145 56
Deferred income taxes ........................................................... -- (40)
Noncash financing expense ....................................................... 394 --
Accretion of put option and imputed interest .................................... 189 --
Loss on abandonment of lease .................................................... 335 --
Changes in operating assets and liabilities:
Cash escrow ................................................................... (461) --
Accounts receivable ........................................................... (2,297) 906
Television and event costs .................................................... (553) --
Prepaid expenses .............................................................. 100 (178)
Accounts payable and accrued liabilities ...................................... (1,551) (173)
Escrow payable ................................................................ 323 --
Deferred revenues ............................................................. 573 --
--------- --------
Net cash used in operating activities ............................................ (3,789) (1,834)
--------- --------
Investing activities
Acquisitions, net of cash acquired ........................................... (15,223) --
Loan to seller of business acquired .......................................... (1,500) --
Payment of acquired indebtedness ............................................. (2,469) --
Distribution to subsidiaries' former stockholders ............................ -- (9,000)
Cash acquired through acquisition of subsidiaries ............................ -- 504
Purchase of equipment and leasehold improvements, net of landlord contribution (1,473) (122)
Employee loan ................................................................ (446) --
Security deposits ............................................................ (527) (45)
--------- --------
Net cash used in investing activities ............................................ (21,638) (8,663)
--------- --------
Financing activities
Proceeds from loans payable -- related parties ............................... -- 767
Repayments of loans payable to related parties ............................... (122) (200)
Proceeds of private placement ................................................ -- 1,555
Proceeds from IPO, net of offering costs ..................................... (131) 15,586
Proceeds from bridge financing ............................................... 10,500 --
Costs related to Tender Offer ................................................ (10,280) --
Proceeds from second offering, net of offering costs ......................... 38,555 --
Payment of acquisition indebtedness .......................................... (882) --
Repayment of bridge financing ................................................ (10,500) --
--------- --------
Net cash provided by financing activities ........................................ 27,140 17,708
--------- --------
Increase in cash and cash equivalents ............................................ 1,713 7,211
Cash at beginning of period ...................................................... 7,231 20
--------- --------
Cash at end of period ............................................................ $ 8,944 $ 7,231
--------- --------
Supplemental disclosure of non-cash financing activities:
Exchange of loans payable to related parties for Debentures ...................... -- $ 445
========= ========
Conversion of debentures to common stock ......................................... -- $ 2,000
========= ========
Issuance of acquisition indebtedness ............................................. $ 1,319 $ 1,970
========= ========
S Corporation dividend payable ................................................... -- $ 382
========
Issuance of common stock in connection with acquisitions ......................... $ 3,750 --
=========
Supplemental disclosure of cash flow information:
Cash paid during the year for:
Income taxes .................................................................... $ 313 $ --
========= ========
Interest ........................................................................ $ 285 $ 254
========= ========
</TABLE>
See accompanying notes.
F-103
<PAGE>
THE MARQUEE GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
1998 1997
------------ ------------
<S> <C> <C>
NET CASH USED IN OPERATING ACTIVITIES ................................ $ (3,547) $ (2,184)
INVESTING ACTIVITIES
Recent Acquisitions, net of cash acquired ........................... (30,736) --
Purchase of equipment and leasehold improvements, net of landlord
contribution ...................................................... (702) (1,240)
Employee loan ....................................................... -- (424)
Deposits and deferred expenses ...................................... (970) (2,200)
Increase in other assets ............................................ (568)
--------- --------
Net cash used in investing activities ............................. (32,408) (4,432)
--------- --------
FINANCING ACTIVITIES
Proceeds under Credit Agreement ..................................... 33,140 --
Proceeds from Bridge Financing ...................................... -- 10,500
Costs related to stock offerings .................................... (187) (131)
Costs related to Credit Agreement ................................... (667) --
Costs related to Tender Offer ....................................... -- (9,580)
Payment of acquisition indebtedness ................................. (775) (500)
--------- --------
Net cash provided by financing activities ......................... 31,511 289
--------- --------
NET DECREASE/INCREASE IN CASH ........................................ (4,444) (6,327)
CASH AT BEGINNING OF PERIOD .......................................... 8,944 7,231
--------- --------
CASH AT END OF PERIOD ................................................ $ 4,500 $ 904
========= ========
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING
Issuance of common stock to an employee ............................. $ 100 --
========= ========
In connection with Recent Acquisitions
Issuance of common stock .......................................... $ 2,616 --
========= ========
Notes payable ..................................................... $ 2,594 --
========= ========
Obligation to issue common stock in future ........................ $ 416 --
========= ========
Note received in connection with sale of an interest in an associated
company ........................................................... $ 300 --
========= ========
Issuance of options to purchase 105 shares of Common stock in
connection with Bridge Financing for the Tender Offer ............. $ 394
========
</TABLE>
See accompanying notes.
F-104
<PAGE>
THE MARQUEE GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(IN THOUSANDS)
<TABLE>
<CAPTION>
NUMBER OF COMMON ADDITIONAL
SHARES STOCK PAID-IN CAPITAL
----------- ---------- -----------------
<S> <C> <C> <C>
Balance -- December 31, 1995 ........ 1,938 $19 $ --
Issuance of common stock:
Issuance to employee ............... 50 -- 119
Conversion of Debentures ........... 667 7 1,993
Initial public offering, net of
offering costs ................... 3,852 39 15,547
Acquisitions ....................... 2,262 23 1,488
Distribution to acquired companies'
former stockholders ................ -- -- (10,970)
"S" Corporation dividend ............ -- -- (382)
Amortization of deferred
compensation ....................... -- -- --
Net loss for the year ended
December 31, 1996 .................. -- -- --
----- --- ----------
Balance -- December 31, 1996 ........ 8,769 88 7,795
Initial public offering costs ....... -- -- (131)
Issuance of common stock:
Second offering, net of offering
costs ............................ 8,500 85 38,470
Acquisitions ....................... 644 1 624
Tender Offer ........................ -- -- (10,280)
Issuance of options:
In connection with financing of
Tender Offer ..................... -- -- 394
In connection with acquisitions .... -- -- 13
Amortization of deferred
compensation ....................... -- -- --
Foreign currency translation
adjustment ......................... -- -- --
Net loss for the year ended
December 31, 1997 .................. -- -- --
----- --- ----------
17,913 $174 $ 36,885
Issuance of common stock:
In connection with acquisitions .... 549 5 2,611
To an employee ..................... 16 100
Cancellation of IPO Escrow Shares.... (392) (4) 4
QBQ Escrow Shares ................... -- -- 180
Secondary Offering costs ............ -- -- (187)
Foreign currency translation
adjustment ......................... -- -- --
Net income for period ............... -- -- --
------ ---- ----------
Balance--September 30, 1998
(unaudited) ........................ 18,086 $175 $ 39,593
====== ===== ==========
<CAPTION>
CUMULATIVE
DEFERRED ACCUMULATED TRANSLATION
COMPENSATION DEFICIT ADJUSTMENT TOTAL
-------------- ------------- ------------ ------------
<S> <C> <C> <C> <C>
Balance -- December 31, 1995 ........ $ -- $ -- -- $ 19
Issuance of common stock:
Issuance to employee ............... (119) -- -- --
Conversion of Debentures ........... -- -- -- 2,000
Initial public offering, net of
offering costs ................... -- -- -- 15,586
Acquisitions ....................... -- -- -- 1,511
Distribution to acquired companies'
former stockholders ................ -- -- -- (10,970)
"S" Corporation dividend ............ -- -- -- (382)
Amortization of deferred
compensation ....................... 56 -- -- 56
Net loss for the year ended
December 31, 1996 .................. -- (2,410) -- (2,410)
------- -------- ------ ----------
Balance -- December 31, 1996 ........ (63) (2,410) -- 5,410
Initial public offering costs ....... -- -- -- (131)
Issuance of common stock:
Second offering, net of offering
costs ............................ -- -- -- 38,555
Acquisitions ....................... -- -- -- 625
Tender Offer ........................ -- -- -- (10,280)
Issuance of options:
In connection with financing of
Tender Offer ..................... -- -- -- 394
In connection with acquisitions .... -- -- -- 13
Amortization of deferred
compensation ....................... 63 -- -- 63
Foreign currency translation
adjustment ......................... -- -- 8 8
<PAGE>
Net loss for the year ended
December 31, 1997 .................. -- (1,371) -- (1,371)
------- -------- ------ ----------
$ -- $ (3,781) $ 8 $ 33,286
Issuance of common stock:
In connection with acquisitions .... -- -- -- 2,616
To an employee ..................... -- -- -- 100
Cancellation of IPO Escrow Shares.... -- -- -- --
QBQ Escrow Shares ................... -- -- -- 180
Secondary Offering costs ............ -- -- -- (187)
Foreign currency translation
adjustment ......................... -- -- 6 6
Net income for period ............... -- 778 -- 778
------- -------- ------ ----------
Balance--September 30, 1998
(unaudited) ........................ $ -- $ (3,003) $14 $ 36,779
======= ======== === ==========
</TABLE>
See accompanying notes.
F-105
<PAGE>
THE MARQUEE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
NATURE OF BUSINESS AND ORGANIZATION
The Marquee Group, Inc. (the "Company"), which began operations in 1996,
provides integrated event management, television programming and production,
marketing, talent representation and consulting services in the sports, news
and other entertainment industries.
PRINCIPLES OF CONSOLIDATION
The accompanying consolidated financial statements include the accounts of
the Company and its subsidiaries after elimination of all intercompany accounts
and transactions.
REVENUE RECOGNITION
The primary sources of the Company's revenues are fees from providing
event management, television programming and production, sports marketing and
consulting services and commissions from representation of sports, news and
entertainment personalities. Revenues from events are recognized when the
events are held. Revenues from television programming and production services
are recognized when the programs are available for broadcast. Marketing
revenues are recognized for guaranteed amounts when contractual obligations are
met (subsequent royalties are recorded when received). Revenues from
advertising services are recognized in the month the advertisement is broadcast
or printed. Commissions based on profit or gross receipt participations are
recorded upon the determination of such amounts. Consulting revenue is
recognized as services are provided. Commissions from the Company's talent
representation services are recognized as revenue when they become payable to
the Company under the terms of the Company's agreements with its clients.
Generally, such commissions are payable by clients upon their receipt of
payments for performance of services.
CASH EQUIVALENTS
The Company considers all highly liquid financial instruments with a
maturity of three months or less when purchased to be cash equivalents.
TELEVISION AND EVENT COSTS
Television and event costs are recorded as incurred and are expensed when
the programs are available for use or when the event is held.
PROPERTY AND EQUIPMENT
Property and equipment are recorded at cost and are depreciated on a
straight-line basis over their estimated useful lives ranging from five to
seven years. Leasehold improvements are amortized over the shorter of their
estimated useful lives or the remaining lease term.
INTANGIBLES
Intangibles represent the excess of the purchase price of acquisitions
over the tangible net assets acquired and are amortized over twenty years using
the straight-line method. The Company periodically reviews the recoverability
of the carrying value of these assets and the period of amortization based on
the current and expected future non-discounted income from operations of the
entities giving rise to these intangibles to determine whether events and
circumstances warrant revised estimates of carrying value or useful lives.
F-106
<PAGE>
THE MARQUEE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
DEFERRED RENT
The Company leases premises under leases which provide for periodic
increases over the lease term. Pursuant to Statement of Financial Accounting
Standards No. 13, "Accounting for Leases," the Company records rent expense on
a straight-line basis. The effect of these differences is recorded as deferred
rent.
INCOME TAXES
The Company accounts for income taxes under the liability method as
required by Statement of Financial Accounting Standards Board Statement No. 109
("FAS 109"), "Accounting for Income Taxes." FAS 109 requires an asset and
liability approach to financial accounting and reporting for income taxes.
Under this approach, differences between financial statement and tax bases of
assets and liabilities are determined, and deferred income tax assets and
liabilities are recorded for those differences that have future tax
consequences. Valuation allowances are established, if necessary, to reduce any
deferred tax asset recorded to an amount that will more likely than not be
realized in future periods. Income tax expense is composed of the current tax
payable or refundable for the period plus or minus the net change in deferred
tax assets and liabilities.
EARNINGS PER SHARE
In 1997, the Financial Accounting Standards Board issued Statement No.
128, Earnings per Share. Statement No. 128 replaced the calculation of primary
and fully diluted earnings per share with basic and diluted earnings per share.
Unlike primary earnings, basic earnings per share excludes any dilutive effects
of options, warrants and convertible securities. Diluted earnings per share is
very similar to the previously reported fully diluted earnings per share. All
earnings per share amounts for all periods have been presented in conformity
with the Statement No. 128 requirements.
Basic earnings per share applicable to common stockholders is based upon
net loss after reduction of amounts, if any, for accretion of the obligation
related to the put option issued in connection with the ProServ Acquisition
(see Note 3) divided by the weighted average number of shares of common stock
outstanding during the year. Shares of common stock placed in escrow upon
completion of the Initial Public Offering ("IPO") described in Note 2 and in
connection with the QBQ Acquisition described in Note 3 have been excluded from
the calculation of basic earnings per share. The shares of common stock issued
upon the automatic conversion of the debentures (see Note 5) are considered
outstanding for all periods presented.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
CONCENTRATION OF CREDIT RISK
Financial instruments that potentially subject the Company to
concentrations of credit risk consist principally of cash investments and trade
accounts receivable.
At December 31, 1997 and 1996, approximately 90% of the Company's cash and
cash equivalents was invested with one financial institution.
F-107
<PAGE>
THE MARQUEE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
For the year ended December 31, 1997, one client represented approximately
28% of reported revenues.
Concentrations of credit risk with respect to accounts receivable are
limited due to the large number of entities comprising the Company's client
base.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company estimates that the carrying amounts of its financial
instruments, principally noncurrent receivables and liabilities, approximates
the fair value.
RECLASSIFICATIONS
Certain reclassifications have been made in the 1996 financial statements
to conform to the 1997 presentation.
INTERIM FINANCIAL INFORMATION
The interim financial data as of September 30, 1998 and for the nine-month
periods ended September 30, 1998 and 1997 is unaudited and certain information
and disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been omitted.
However, in the opinion of management, the interim data includes all
adjustments, consisting only of normal recurring adjustments, necessary for a
fair statement of the results for the interim periods. The results of
operations for the interim periods are not necessarily indicative of the
results to be expected for the entire year.
2. PUBLIC OFFERINGS AND TENDER OFFER
In December 1996, the Company closed its initial public offering ("IPO")
of 3,852,500 units (the "Units"), each unit consisting of one share of common
stock and one redeemable warrant, at a price of $5.00 per Unit. Each warrant
entitles the holder to purchase one share of common stock at an exercise price
of $7.50, subject to adjustment, at any time until December 4, 2001. The
warrants are redeemable by the Company under certain circumstances at a
redemption price of $.05 per warrant. (See below.)
The Company also granted to the underwriters, or their designees, options
(the "IPO Options") to purchase up to 335,000 Units. The Units purchasable upon
exercise of the IPO Options are identical to the Units described above, except
that the underlying warrants are redeemable only by the Company under limited
circumstances. The IPO Options are exercisable during a three-year period
commencing December 12, 1998 at an exercise price of $8.25, subject to
adjustment in certain events.
Certain of the Company's officer/stockholders have placed an aggregate of
1,275,000 of their shares of common stock in escrow. These shares will not be
assignable or transferable (but may be voted) until such time as they are
released from escrow based upon the Company meeting certain annual earnings
levels or the common stock attaining certain price levels. All reserved shares
remaining in escrow on March 31, 2000 will be forfeited and contributed to the
Company's capital. In the event the Company attains any of the earnings
thresholds or stock prices providing for the release of the escrow shares to
the stockholders, the Company will recognize compensation expense at such time
based on the then fair market value of the shares.
In September 1997, the Company purchased in a tender offer approximately 4
million of the 4.5 million outstanding warrants at a cash purchase price of
$2.40 per warrant. In order to consummate its purchase of the Warrants, the
Company borrowed $10.5 million pursuant to a loan
F-108
<PAGE>
THE MARQUEE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
agreement (the "Bridge Facility"). The Company repaid such borrowing with a
portion of the net proceeds of its second public offering described below. In
connection with the Bridge Facility, the Company paid the lender fees and
expenses of $362,000 and issued to the lender immediately exercisable options
to acquire an aggregate of 105,000 shares of common stock, at an exercise price
of $2.25, subject to adjustment in certain circumstances. The options will
expire in 2007. As a result of the issuance of the options, the Company
recorded financing expense of $394,000 in 1997.
On October 14, 1997 and November 12, 1997, the Company consummated a
second public offering (the "Second Offering") of 8.5 million shares (including
the Underwriters' overallotment) of the Company's common stock at $5.00 per
share. The proceeds to the Company after deducting the underwriting discount
and commissions and other expenses was approximately $39 million.
3. ACQUISITIONS
1996 ACQUISITIONS
On December 12, 1996, the Company acquired by merger, concurrently with
the closing of its IPO, Sports Marketing & Television International, Inc.
("SMTI") which provides production and marketing services to sporting events,
sports television shows and professional and collegiate leagues and
organizations and, Athletes and Artists, Inc. ("A&A"), a sports and media
talent representation firm, collectively the "1996 Acquisitions". The SMTI
stockholders received cash of $6,500,000 from the proceeds of the IPO, an
additional $1,500,000 payable in five equal installments over five years and
1,292,307 shares of the Company's common stock. The A&A stockholders received
cash of $2,500,000 from the proceeds of the IPO, miscellaneous reimbursements
of $80,000, an additional $1,000,000 payable in five equal installments over
five years and 969,231 shares of the Company's common stock.
The 1996 Acquisitions were accounted for as a consolidation at historical
cost due to the significance of the equity interests in the Company held by the
former stockholders of SMTI and A&A following completion of the acquisitions.
Accordingly, the acquired assets and liabilities were recorded at their
historical amounts. The capital stock of SMTI and A&A was included in
additional paid-in capital. In addition, the cash paid to the former
stockholders of SMTI and A&A was recorded as a dividend charged to additional
paid-in capital.
SMTI was an S Corporation prior to the merger. The SMTI stockholders
received a distribution of approximately $350,000 during 1997, which represents
40% of the taxable earnings of SMTI prior to the merger.
The accompanying consolidated financial statements include the accounts of
SMTI and A&A from December 12, 1996.
ACQUISITION OF PROSERV
On October 14, 1997, the Company acquired all of the outstanding stock of
ProServ, Inc. and ProServ Television, Inc. (collectively, "ProServ"), an
established provider of international sports event management, television
production, marketing, talent representation and consulting. The aggregate
purchase price for ProServ was approximately $10.8 million in cash and 250,000
shares of the Company's common stock. The Company may be obligated to make
additional earn-out payments over the next four years of up to $2.5 million
based upon ProServ achieving, during this period, certain levels of revenues
and earnings before interest, taxes, depreciation and amortization. The Company
also repaid approximately $2.5 million of ProServ's outstanding indebtedness at
the acquisition date. The Company used a portion of the proceeds of the Second
Offering to finance the acquisition and the repayment of the outstanding
indebtedness. Under certain circumstances, the Company may be required to
repurchase up to all of the 250,000 shares of the common stock issued in
connection with the acquisition for an aggregate purchase price of up to $1.9
million.
F-109
<PAGE>
THE MARQUEE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
The acquisition was accounted for using the purchase method, with the
aggregate puchase price allocated to the tangible net assets based upon
estimated fair market values. The total purchase price of $13.4 million, which
includes costs incurred in connection with the acquisition, exceeded the
tangible net asset deficiency acquired by approximately $17 million, which has
been recorded as an intangible. ProServ's results of operations for the period
from the October 14, 1997 have been included in the accompanying consolidated
financial statements. The potential earn-out will be recorded as additional
purchase price when earned.
ACQUISITION OF QBQ
On October 14, 1997, the Company acquired substantially all of the assets
of QBQ Entertainment, Inc. ("QBQ"), a company that books tours and appearances
for a variety of entertainers. The aggregate purchase price for QBQ was
approximately $3.1 million in cash, $1.6 million payable in annual installments
payable over eight years and 393,514 shares of common stock, including 78,702
shares held in escrow and subject to forfeiture if certain financial
performance tests are not met. In connection with an employment agreement with
the chief executive officer and sole stockholder of QBQ, the Company granted a
five-year, non-recourse loan of $1.5 million, secured by the common stock
issued in connection with the QBQ acquisition. The Company used a portion of
the proceeds of the Second Offering to finance the acquisition and the loan.
Under certain circumstances, the Company may be required to repurchase up to
295,135 shares of common stock issued in connection with the acquisition for an
aggregate purchase price of up to $1.9 million.
As of March 31, 1998, the Company has determined that it is probable that
the financial thresholds required to be met for the release of the 78,702
escrowed shares will be achieved in 1998, and, accordingly has recorded a
charge of $180,000 for the nine months ended September 30, 1998 as non-cash
compensation in the accompanying consolidated statements of operations. This
compensation charge will be adjusted based upon the changes in the fair market
value of the shares subject to the escrow arrangement through the actual
release date.
The QBQ acquisition was accounted for using the purchase method of
accounting and the results of its operations have been included in the
accompanying financial statements from October 14, 1997. The total purchase
price of approximately $7.2 million, which includes costs incurred in
connection with the acquisition, exceeded the tangible net assets acquired by
approximately the same amount and has been recorded as intangibles.
The following unaudited pro forma information is presented as if the
Company had completed the acquisition of ProServ, QBQ, SMTI and A&A and the
Secondary Offering at the beginning of the respective periods and gives effect
to the related contractually required reductions in personnel, officers'
salaries and employee benefits:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------
1997 1996
---------- ------------
(IN THOUSANDS, EXCEPT
PER SHARE DATA)
<S> <C> <C>
Pro forma revenues ................................... $34,953 $ 29,932
Pro forma net loss applicable to common stockholders . $ (521) $ (2,814)
Pro forma net loss per share applicable to common
stockholders--basic and dilutive ................... $ (.03) $ (.17)
Pro forma weighted average shares .................... 16,559 16,559
</TABLE>
F-110
<PAGE>
THE MARQUEE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
Aggregate maturities for the indebtedness related to the Company's
acquisitions, exclusive of the put options, as of December 31, 1997 is as
follows:
<TABLE>
<CAPTION>
(IN THOUSANDS)
---------------
<S> <C>
1998 ............................................. $ 775
1999 ............................................. 775
2000 ............................................. 730
2001 ............................................. 730
2002 ............................................. 230
Thereafter ....................................... 375
------
3,615
Less: amounts representing interest .............. 696
------
Total, including current portion of $775.......... $2,919
------
</TABLE>
4. PROPERTY AND EQUIPMENT
At December 31, 1997, property and equipment consists of the following:
<TABLE>
<CAPTION>
(IN THOUSANDS)
---------------
<S> <C>
Furniture and fixtures ............................. $ 952
Leasehold improvements ............................. 1,190
Vehicles ........................................... 27
------
2,169
Accumulated depreciation and amortization .......... 129
------
$2,040
======
</TABLE>
5. PRIVATE PLACEMENT
In August 1996, the Company issued debentures (the "Debentures"), in the
aggregate principal amount of $2 million, each Debenture consisted of $50,000
principal amount of 10% Convertible Debentures. Interest on the Debentures of
$254,000 was calculated for the period from the final closing of the Private
Placement to a date one year from the effective date of the Company's IPO. The
Debentures were automatically converted into units (see Note 2) identical in
all respects to those offered in the IPO at a rate of one unit for each $3.00
principal amount of Debentures.
Stockholders of the Company and stockholders of SMTI and A&A purchased an
aggregate of $750,000 principal amount of Debentures, of which $445,103 was in
exchange for existing indebtedness of the Company to the stockholders. In
addition, the Company repaid $125,000 to one of the officer/stockholders from
the proceeds of the private placement.
F-111
<PAGE>
THE MARQUEE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
6. INCOME TAXES
The income tax expense (benefit) consists of:
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER
31,
-----------------
1997 1996
------ --------
(IN THOUSANDS)
<S> <C> <C>
Current:
Federal ................. $-- $ --
State and local ......... 45 (20)
--- -----
45 (20)
--- -----
Deferred:
Federal ................. -- 30
State and local ......... -- 10
--- -----
-- 40
--- -----
$45 $ 20
=== =====
</TABLE>
A reconciliation of the federal statutory tax rate to the actual effective
rate is as follows:
<TABLE>
<CAPTION>
DECEMBER 31,
-----------------------------
1997 1996
------------- -------------
<S> <C> <C>
Statutory rate ............................................... (34.0)% (34.0)%
State and local income taxes, net of federal benefit ......... 2.3 .4
Valuation allowance .......................................... 26.3 31.8
Permanent differences ........................................ 8.9 1.0
----- -----
Effective rate ............................................... 3.5% ( .8)%
===== =====
</TABLE>
The deferred tax assets and liabilities is comprised of the following:
<TABLE>
<CAPTION>
DECEMBER, 31,
-----------------------
1997 1996
---------- ----------
(IN THOUSANDS)
<S> <C> <C>
Cumulative effect of change in tax accounting basis ......... $ (228) $ (343)
Deferred compensation expense ............................... (67) (29)
Deferred rent ............................................... (48) --
Net operating losses ........................................ 1,494 1,051
ProServ tax audits .......................................... (617) --
Valuation allowance ......................................... (1,494) (1,022)
-------- --------
Net deferred tax liabilities ................................ $ (960) $ (343)
======== ========
</TABLE>
At December 31, 1997, the Company had net operating loss carryforwards of
approximately $3.3 million which will begin to expire in 2011. ProServ had net
operating losses of approximately $2.6 million at the time of the acquisition.
These losses are subject to limitations under the Internal Revenue Code and
will begin to expire in 2010.
In connection with examinations of the consolidated federal tax returns of
ProServ for years 1993 through 1995, the Internal Revenue Service has
challenged the tax treatment of certain significant transactions. The French
taxing authorities are conducting an audit of ProServ's former subsidiary,
located in France, for the same period. Although ProServ's management believes
that there are valid
F-112
<PAGE>
THE MARQUEE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
defenses to defeat any tax assessment, the Company has provided for these
contingencies. Such amounts have been included in deferred tax liabilities at
December 31, 1997.
The Company recorded an increase in the valuation allowance of $472,000
for the year ended December 31, 1997.
7. STOCKHOLDERS' EQUITY
On July 17, 1996, the Board of Directors and stockholders of the Company
approved an increase in the authorized capitalization of the Company to 25
million shares of common stock, par value $.01 per share, and 5 million shares
of preferred stock, par value $.01 per share. In addition, in August 1996 the
Board of Directors and the stockholders of the Company approved a stock split
whereby 999 shares of the 1,000 shares of common stock outstanding at that time
were split on the basis of approximately 1,940-for-1 and the remaining one
share of common stock outstanding at that time was split on the basis of
50,000-for-1. All share information in the financial statements reflect the
stock split.
COMMON STOCK RESERVED FOR ISSUANCE
As of December 31, 1997, the Company has 1,197,503 shares of common stock
reserved for issuance upon the exercise of the warrants and the IPO Options
(see Note 2), 800,000 shares of common stock reserved for issuance upon
exercise of options pursuant to the 1996 and 1997 Stock Option Plans and
315,000 shares reserved for issuance under other options and warrants of the
Company.
8. STOCK OPTION PLAN
The Company's Board of Directors has adopted and the stockholders have
approved the Company's 1996 and 1997 Stock Option Plans (the "Plan"). The Plan
provides for the grant, at the discretion of the Board of Directors, of (i)
options that are intended to qualify as incentive stock options within the
meaning of Section 422A of the Internal Revenue Code to certain employees and
consultants and (ii) options not intended to so qualify. The aggregate number
of shares of common stock for which options may be granted under the Plan is
800,000 shares.
The Plan is administered by a Stock Option Committee (the "Committee")
which is appointed by the Board of Directors. The Committee determines who
among those eligible will be granted options, the time or times at which
options will be granted, the terms of the options, including the exercise
price, the number of shares subject to the options and the terms and conditions
of exercise.
A summary of the activity in the Plan is as follows:
<TABLE>
<CAPTION>
NUMBER OF WEIGHTED AVERAGE
SHARES EXERCISE PRICE
----------- -----------------
<S> <C> <C>
Granted--1996 ............................ 230,000 $ 5.71
Granted--1997 ............................ 7,500 $ 5.875
Forfeited--1997 .......................... (4,000) $ 5.00
------- --------
Outstanding at December 31, 1997 ......... 233,500 $ 5.72
======= ========
Exercisable at December 31, 1996 ......... -- --
======= ========
Exercisable at December 31, 1997 ......... 23,575 $ 5.69
======= ========
</TABLE>
Options outstanding as of December 31, 1997 have exercise prices ranging
from $5 to $6.25 per share. The options vest in annual installments over the
three to five year period commencing one year from the date of grant.
F-113
<PAGE>
THE MARQUEE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
The Company has elected to follow Accounting Principles Board opinion No.
25, "Accounting for Stock Issued to Employees" (APB 25) and related
Interpretations in accounting for its employee stock options because, as
discussed below, the alternative fair value accounting provided for under FASB
Statement No. 123, "Accounting for Stock-Based Compensation," requires use of
options valuation models that were not developed for use in valuing employee
stock options. The exercise price of the Company's employee stock options
equals the market price of the underlying stock on the date of grant and,
therefore, no compensation expense is recognized.
Pro forma information regarding net income and earnings per share is
required by Statement 123, and has been determined as if the Company had
accounted for its stock options under the fair value method of that Statement.
The fair value for these options was estimated at the date of grant using a
Black-Scholes option pricing model with the following weighted-average
assumptions for 1997 and 1996:
<TABLE>
<CAPTION>
ASSUMPTION 1997 1996
- ---------- ---------- ---------------
<S> <C> <C>
Risk-free rate ...................................... 5.47% 5.45% to 6.18%
Dividend yield ...................................... 0% 0%
Volatility factor of the expected market price of the
Company's common stock ............................ .54 .72
Average life ........................................ 3 years 4 years
</TABLE>
The Black-Scholes option valuation model was developed for use in
estimating the fair value of traded options that have no vesting restrictions
and are fully transferable. In addition, option valuation models require the
input of highly subjective assumptions including the expected stock price
volatility. Because the Company's stock options have characteristics
significantly different from those of traded options, and because changes in
the subjective input assumptions can materially affect the fair value estimate,
in management's opinion, the existing models do not necessarily provide a
reliable single measure of the fair value of its employee stock options.
For purposes of pro forma disclosures, the estimated fair value of the
options is amortized to expense over the options' vesting period. The Company's
pro forma information is as follows:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------
1996 1997
------------ ------------
(IN THOUSANDS,
EXCEPT PER SHARE DATA)
<S> <C> <C>
Pro forma net loss applicable to common stockholders ......... $ (2,454) $ (1,547)
Pro forma net loss per share applicable to common
stockholders--basic and dilutive ........................... $ (1.05) $ (0.16)
</TABLE>
The weighted average fair value of options granted during the years ended
December 31, 1997 and 1996 was $2.43 and $2.57, respectively. The weighted
average remaining contractual life of options outstanding at December 31, 1997
is 4.8 years.
9. RELATED PARTY TRANSACTIONS
In December 1997, the Company repaid an officer/stockholder the $121,615
outstanding at December 31, 1996. Interest on the loan accrued at 12%.
The Company provided services as a subcontractor for SMTI aggregating
$724,000, for the period from January 1, 1996 to December 12, 1996 (see Note
3), which are included in 1996 revenues in the accompanying consolidated
statement of operations.
F-114
<PAGE>
THE MARQUEE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
During August 1996, the Company entered into a six-year consulting
agreement with Sillerman Communications Management Corporation ("SCMC"), which
is controlled by Robert F.X. Sillerman, the Chairman of the Company and the
controlling stockholder of The Sillerman Companies, Inc. ("TSC"), a principal
stockholder of the Company, that provides for a monthly fee of $30,000
commencing in September 1997. In March 1997, SCMC assigned its rights,
obligations, and duties under the consulting agreement to The Sillerman
Companies, Inc. In October 1997, TSC waived its right to future monthly
payments under the consulting agreement.
In February 1997, the Company paid $400,000 to SCMC as an advance against
special advisory services to be provided. In connection with the ProServ
Acquisition and the QBQ Acquisition, TSC received Special Advisory Fees of
$450,000 (of which $400,000 was offset against the amounts previously
advanced), and, in connection with the Tender Offer, an immediately exercisable
option to purchase 200,000 shares of common stock at $7.00 per share. In
addition, the Company paid $75,000 to TSC for expenses.
In consideration for Mr. Sillerman's guarantee of a portion of the $1.5
million letter of credit issued to replace the escrow in connection with the
ProServ Acquisition, the Company, in November 1997, granted Mr. Sillerman an
immediately exercisable, five-year option to purchase 10,000 shares of common
stock at an exercise price per share of $5.00 and paid Mr. Sillerman $75,000,
including $25,000 for his related legal fees and expenses.
In April 1997, in connection with the employment of an officer of the
Company, the Company loaned the officer $446,000 which loan by its terms may be
forgiven. In addition, the officer will over a three year period beginning with
his date of employment receive $100,000 payable in shares of Common Stock.
10. INVESTMENT IN JOINT VENTURE
SMTI and NBC formed a limited liability corporation, Celebrity Golf
Championship, LLC ("CGC") to conduct the annual golfing tournament known as The
Celebrity Golf Championship. Earnings are allocated 75% to NBC and 25% to SMTI
in accordance with the LLC agreement. All profits from CGC are distributed
annually.
Condensed financial information for CGC is as follows:
<TABLE>
<CAPTION>
DECEMBER 31,
1997
---------------
(IN THOUSANDS)
<S> <C> <C>
Cash ....................... $ 232
======
Due to SMTI ................ $ 232
======
YEAR ENDED DECEMBER 31,
-----------------------
1997 1996
----------- ------
(IN THOUSANDS)
Revenues ................... $3,529 $2,743
Operating expenses ......... 2,699 2,067
----------- -------
Net income ................. $ 830 $ 676
=========== =======
</TABLE>
F-115
<PAGE>
THE MARQUEE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
11. COMMITMENTS AND CONTINGENCIES
The Company leases office space under operating leases that expire through
2008. These operating leases provide for basic annual rents plus escalation
charges. The aggregate future minimum lease payments (including the deferred
rent liability of $696,000) required under these leases, net of noncancelable
sublease income of $2,370,000 as of December 31, 1997 are as follows:
<TABLE>
<CAPTION>
(IN THOUSANDS)
---------------
<S> <C>
1998 ................ $1,223
1999 ................ 1,124
2000 ................ 1,173
2001 ................ 1,078
2002 ................ 999
Thereafter .......... 3,862
------
$9,459
======
</TABLE>
The Company also rents office space on a month-to-month basis. Rent
expense amounted to $45,000 and $303,000, respectively, for the years ended
December 31, 1996 and 1997.
The Company has notified the landlord for space previously occupied by one
of the Company's subsidiaries that the space has been abandoned. The Company
has recorded a loss of $466,000 for the year ended December 31, 1997 related to
the settlement with the landlord and to write-off the related abandoned fixed
assets.
The Company has entered into employment agreements with key executives for
periods ranging from three to five years.
The Company is subject to certain legal proceedings and claims, which have
arisen, in the ordinary course of its business. In the opinion of management,
settlement of these actions, when ultimately concluded, will not have a
material adverse effect on the Company's financial condition, results of
operations and liquidation.
12. SUBSEQUENT EVENTS
Recent Acquisitions
On August 3, 1998, the Company consummated its acquisition of
substantially all of the assets of Alphabet City Industries, Inc. and all of
the outstanding stock of Alphabet City Sports Records, Inc., both of which are
sports and music marketing companies which develop strategic alliances among
sports leagues, music companies and corporate sponsors (collectively, the
"Alphabet City Acquisition"). The aggregate purchase price for the Alphabet
City Acquisition was approximately $4.0 million consisting of $3.4 million in
cash (excluding assumed liabilities) and 200,000 shares of the Company's common
stock. In addition, the Company may be obligated to make significant additional
payments (up to $9 million) based upon the financial performance of the
acquired businesses.
On August 6, 1998, the Company consummated its acquisition of all of the
outstanding stock of Cambridge Holding Corporation ("Cambridge"), a golf
representation company, whose client roster includes a mix of established PGA
Tour winners and many prospects on the Nike Tour (the "Cambridge Acquisition").
The aggregate purchase price for Cambridge was approximately $3.9 million
consisting of $3.5 million in cash and 89,536 shares of the Company's common
stock. In addition, the Company may be obligated to make additional payments
aggregating approximately $2.0 million based upon the future financial
performance of Cambridge.
On August 13, 1998, the Company acquired Park Associates Limited ("PAL"),
a sports and media talent representation firm in the United Kingdom. (the "PAL
Acquisition"). The initial consideration for the PAL Acquisition was
approximately (pounds sterling)2.6 million (approximately $3.2 million)
consisting of
F-116
<PAGE>
THE MARQUEE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(pounds sterling)1.6 million (approximately $2.6 million) in cash and 117,440
shares of the Company's common stock. In addition, the Company will pay an
additional (pounds sterling)800,000 (approximately $1.3 million) in cash and
(pounds sterling)200,000 (approximately $330,000) in common stock (based on the
closing price of such stock as reported in The Wall Street Journal during the
twenty days prior to the date of each payment) in five equal annual
installments.
On September 2, 1998, the Company consummated its acquisition of Tony
Stephens Associates Limited ("TSA"), a major soccer talent representation firm
in the United Kingdom (the "TSA Acquisition"). The initial consideration for
the TSA Acquisition was approximately consisting of (pounds sterling)1.8
million (approximately $3.0 million), of which (pounds sterling)1.4 million
(approximately $2.3 million) was paid in cash and 142,291 shares of the
Company's common stock were issued. In addition, the Company will pay an
additional (pounds sterling)200,000 (approximately $330,000) in cash and
(pounds sterling)50,000 (approximately $83,000) in the form of shares of the
Company's common stock.
On September 18, 1998, the Company consummated its acquisition of all the
issued and outstanding equity interests in Halcyon Days, Productions, Inc.,
Robbins Entertainment Group, Inc. and Tollin/Robbins Management, LLC
(collectively, "Tollin/Robbins") (the "Tollin/Robbins Acquisition").
Tollin/Robbins is an award-winning independent film and television production
company. The initial consideration for the Tollin/Robbins Acquisition was $20.5
million in cash. In addition, the two sellers will each receive $800,000 in
cash, payable in four equal annual installments beginning September 1, 1999 and
will receive additional consideration based on the EBITDA (as defined in the
acquisition agreement) of the acquired entities through 2003, payable in shares
of the Company's common stock and cash.
The funds used to consummate each of the Recent Acquisitions were
principally obtained from borrowings under the Credit Agreement.
Bank Credit Agreement
On July 31, 1998, the Company and its subsidiaries entered into a Credit
Agreement, as amended, (the "Credit Agreement") with BankBoston, NA, which
provides for a revolving line of credit for loans and letters of credit
(subject to a $2 million sublimit) of up to $35 million in the aggregate. The
revolving credit facility under the Credit Agreement may be used to finance
acquisitions and to fund working capital needs. Loans under the Credit
Agreement bear interest at a floating rate equal to a base rate which
approximates prime plus an applicable margin, or a Eurocurrency rate plus an
applicable margin. The applicable margin is dependent on the Company achieving
certain leverage ratios. In August and September 1998, the Company borrowed a
total of approximately $33.1 million under the revolving credit facility in
connection with the Recent Acquisitions, with the interest rate associated with
such borrowings of approximately 8.3% for domestic borrowings and 10.5% for
British (pounds sterling) borrowings (at September 30, 1998). The obligations
of the Company under the Credit Agreement are secured by a first priority
security interest in all existing and future acquired property of the Company,
including the capital stock of its subsidiaries. The Company's obligations
under the Credit Agreement are also guaranteed by the Company's present and
future subsidiaries and secured by a first priority security interest in all
existing and future property of these subsidiaries. The Credit Agreement also
contains financial leverage and coverage ratios, which may inhibit the
Company's ability to incur other indebtedness, and restrictions on capital
expenditures, distributions and other payments. However, the Company will be
permitted to incur additional indebtedness outside of the Credit Agreement to
acquire businesses secured solely by the assets of such acquired businesses, as
long as the Company is in compliance with the financial covenants of the Credit
Agreement exclusive of such indebtedness and the related borrowing base
applicable to the businesses acquired. The term of the Credit Agreement is
three years with borrowing availability reduced periodically commencing January
1, 2000.
F-117
<PAGE>
THE MARQUEE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
Merger with SFX Entertainment
On March 16, 1999, a wholly owned subsidiary of SFX Entertainment, Inc.
("SFX") was merged with and into the Company and the Company became a wholly
owned subsidiary of SFX. In connection with the merger, SFX issued 1,402,038
shares of SFX Class A Common Stock with a value of approximately 81.7 million
and repaid $33.5 million of the Company's debt.
F-118
<PAGE>
REPORT OF INDEPENDENT AUDITORS
To the Stockholders
Alphabet City Sports Records, Inc. and
Alphabet City Industries, Inc.
We have audited the accompanying combined balance sheet of Alphabet City
Sports Records, Inc. and Alphabet City Industries, Inc. as of December 31,
1997, and the related combined statements of income and cash flows for the year
ended December 31, 1997 and for the period from April 11, 1996 (inception) to
December 31, 1996. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the combined financial position of Alphabet City
Sports Records, Inc. and Alphabet City Industries, Inc. at December 31, 1997
and the combined results of their operations and their cash flows for the year
ended December 31, 1997 and for the period from April 11, 1996 (inception) to
December 31, 1996 in conformity with generally accepted accounting principles.
Ernst & Young LLP
New York, New York
May 21, 1998
F-119
<PAGE>
ALPHABET CITY SPORTS RECORDS, INC.
ALPHABET CITY INDUSTRIES, INC.
COMBINED BALANCE SHEETS
<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1997 1998
-------------- ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash .............................................. $ 651 $ 56,643
Accounts receivable ............................... 527,207 902,561
Prepaid expenses and other current assets ......... 444,684 627,992
---------- ----------
Total current assets ............................... 972,542 1,587,196
Property and equipment, net ........................ 31,340 31,920
Other assets ....................................... 10,669 17,191
---------- ----------
Total assets ....................................... $1,014,551 $1,636,307
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Loan payable ...................................... $ -- $ 350,000
Accounts payable .................................. 836,247 990,898
Accrued liabilities ............................... 56,627 254,217
---------- ----------
Total current liabilities .......................... 892,874 1,595,115
Stockholders' equity ............................... 121,677 41,192
---------- ----------
Total liabilities and stockholders' equity ......... $1,014,551 $1,636,307
========== ==========
</TABLE>
See accompanying notes.
F-120
<PAGE>
ALPHABET CITY SPORTS RECORDS, INC.
ALPHABET CITY INDUSTRIES, INC.
COMBINED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
PERIOD FROM
APRIL 11, 1996 SIX MONTHS ENDED
YEAR ENDED (INCEPTION) TO JUNE 30,
DECEMBER 31, DECEMBER 31, -----------------------------
1997 1996 1998 1997
-------------- --------------- ------------- -------------
(UNAUDITED)
<S> <C> <C> <C> <C>
Revenues ..................................... $2,976,331 $1,316,763 $1,476,069 $1,930,736
Cost of revenues ............................. 1,796,194 1,003,949 968,846 1,192,385
---------- ---------- ---------- ----------
Gross profit ................................. 1,180,137 312,814 507,223 738,351
Operating expenses:
Selling expenses ............................ 424,109 196,984 217,700 199,258
General and administrative expenses ......... 663,836 59,919 350,008 294,701
---------- ---------- ---------- ----------
Total operating expenses .................. 1,087,945 256,903 567,708 493,959
---------- ---------- ---------- ----------
Income from operations ....................... 92,192 55,911 (60,485) 244,392
Other income/(expenses) ...................... 10,944 -- -- (12,676)
---------- ---------- ---------- ----------
Income before income taxes ................... 103,136 55,911 (60,485) 231,716
Provision for income taxes ................... 23,000 14,370 20,000 14,789
---------- ---------- ---------- ----------
Net income ................................... $ 80,136 $ 41,541 $ (80,485) $ 216,927
========== ========== ========== ==========
</TABLE>
See accompanying notes.
F-121
<PAGE>
ALPHABET CITY SPORTS RECORDS, INC.
ALPHABET CITY INDUSTRIES, INC.
COMBINED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
PERIOD FROM
APRIL 11, 1996 SIX MONTHS ENDED
YEAR ENDED (INCEPTION) TO JUNE 30,
DECEMBER 31, DECEMBER 31, -----------------------------
1997 1996 1998 1997
-------------- --------------- ------------- -------------
(UNAUDITED)
<S> <C> <C> <C> <C>
OPERATING ACTIVITIES
Net income ........................................ $ 80,136 $ 41,541 $ (80,485) $ 216,927
Adjustments to reconcile net income to net
cash provided by (used in) operating
activities:
Depreciation and amortization .................. 3,527 983 4,123 2,068
Changes in operating assets and liabilities:
Accounts receivable ........................... (256,870) (270,337) (375,354) (112,324)
Other current assets .......................... (414,684) (30,000) (183,308) (29,949)
Other assets .................................. (5,081) -- (6,522) (1,775)
Accounts payable .............................. 595,330 240,917 154,651 136,649
Accrued liabilities ........................... 2,472 54,155 197,590 57,256
---------- ---------- ---------- ----------
Net cash provided by (used in) operating
activities ....................................... 4,830 37,259 (289,305) 268,852
---------- ---------- ---------- ----------
INVESTING ACTIVITIES
Purchases of fixed assets ......................... (30,617) (5,233) (4,703) (27,352)
Payment of security deposit ....................... (5,588) -- -- (5,588)
---------- ---------- ---------- ----------
Net cash used in investing activities ............. (36,205) (5,233) (4,703) (32,940)
---------- ---------- ---------- ----------
FINANCING ACTIVITIES
Proceeds from loan ................................ -- -- 350,000 --
---------- ---------- ---------- ----------
Net cash provided by financing activities ......... -- -- 350,000 --
---------- ---------- ---------- ----------
Net (decrease) increase in cash ................... (31,375) 32,026 55,992 235,912
Cash at beginning of year ......................... 32,026 -- 651 32,026
---------- ---------- ---------- ----------
Cash at end of year ............................... $ 651 $ 32,026 $ 56,643 $ 267,938
========== ========== ========== ==========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION
Income taxes paid ................................. $ 53,740 $ -- $ 15,133 $ --
========== ========== ========== ==========
Interest paid ..................................... $ -- $ -- $ -- $ --
========== ========== ========== ==========
</TABLE>
See accompanying notes.
F-122
<PAGE>
ALPHABET CITY SPORTS RECORDS, INC.
ALPHABET CITY INDUSTRIES, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS
(INFORMATION AS OF JUNE 30, 1998 AND FOR THE SIX MONTHS ENDED
JUNE 30, 1998 AND 1997 IS UNAUDITED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF BUSINESS AND ORGANIZATION
Alphabet City Sports Records, Inc. and Alphabet City Industries, Inc.
(collectively, the "Company") were organized in New York on April, 11, 1996 and
May 14, 1997, respectively. The Company's main purpose is creating, licensing,
marketing and distributing recorded music through non-music retail outlets in
association with a broad spectrum of professional and college sports teams and
leagues. The Company also provides non-traditional marketing and media services
to various corporations.
PRINCIPLES OF COMBINATION
The accompanying combined financial statements include the accounts of
Alphabet City Sports Records, Inc. and Alphabet City Industries, Inc. The
companies are under common ownership. All significant intercompany transactions
have been eliminated in combination.
REVENUE RECOGNITION
Revenues from the sale of music CDs and cassettes are recognized upon
shipment to the customers. Marketing and media revenues are recognized as
services are provided or upon the delivery to the client of the materials
created for them by the Company.
ADVANCES AND RECOUPABLE COSTS
In accordance with Statement of Financial Accounting Standards ("SFAS")
No. 50, Financial Reporting in the Record and Music Industry, advances to
artists and producers are capitalized as an asset when the current popularity
and past performance of the artist or producer provides a sound basis for
estimating the probable future recoupment of such advances from sales. Any
portion of such advances not deemed to be recoupable from future sales is
reserved at the balance sheet date. All other advances which do not meet the
above criteria are expensed when incurred.
LICENSE AGREEMENTS
Certain of the Company's compilation products are master recordings under
license from various sports teams and organizations for the right to use the
names, logos and other material directly related to the team or organization.
Typically, minimum guarantees or non-returnable advances are required to obtain
the licenses and are realized through future sales of the product. The amounts
paid for minimum guarantees or non-returnable advances are charged to expense
over the license term. When anticipated sales appear to be insufficient to
fully recover the minimum guarantees or non-returnable advances, a provision
against current operations is made for anticipated losses.
PROPERTY AND EQUIPMENT
Property and equipment are recorded at cost and are depreciated on a
straight-line basis over their estimated useful lives ranging from three to
seven years.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
F-123
<PAGE>
ALPHABET CITY SPORTS RECORDS, INC.
ALPHABET CITY INDUSTRIES, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
(INFORMATION AS OF JUNE 30, 1998 AND FOR THE SIX MONTHS ENDED
JUNE 30, 1998 AND 1997 IS UNAUDITED)
INTERIM FINANCIAL STATEMENTS
The unaudited interim information as of June 30, 1998 and for the six
months ended June 30, 1997 and 1998 has been prepared on the same basis as the
annual financial statements and, in the opinion of the Company's management,
reflects normal recurring adjustments necessary for a fair presentation of the
information for the periods presented. Interim results are not necessarily
indicative of results for a full year. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted.
INCOME TAXES
Income taxes are provided on the liability method as required by Statement
of Financial Accounting Standards No. 109, Accounting for Income Taxes.
Deferred income taxes (which are not material) reflect the net tax effects of
temporary differences between the carrying amounts of assets and liabilities
for financial reporting purposes and the amounts used for income tax purposes.
The shareholders of Alphabet City Industries, Inc. have elected under
Subchapter S of the Internal Revenue Code to include the Company's income in
their own income for Federal income tax purposes. Alphabet City Sports Records,
Inc. was incorporated as a "C Corporation."
2. PROPERTY AND EQUIPMENT
Property and equipment consists of the following:
<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1997 1998
-------------- -----------
<S> <C> <C>
Furniture and equipment ............... $ 35,850 $ 40,553
Less accumulated depreciation ......... (4,510) (8,633)
-------- --------
$ 31,340 $ 31,920
======== ========
</TABLE>
3. PREPAID EXPENSES AND OTHER CURRENT ASSETS
Prepaid expenses and other current assets consist of the following:
<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1997 1998
-------------- -----------
<S> <C> <C>
Project costs ................ $352,397 $441,322
Inventory .................... 33,161 50,161
Prepaid expenses ............. 34,076 40,881
Other current assets ......... 25,050 95,628
-------- --------
$444,684 $627,992
======== ========
</TABLE>
4. COMMITMENTS AND CONTINGENCIES
The Company leases its office space. The lease provides for escalations of
rent based upon the increase in certain operating expenses.
F-124
<PAGE>
ALPHABET CITY SPORTS RECORDS, INC.
ALPHABET CITY INDUSTRIES, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
(INFORMATION AS OF JUNE 30, 1998 AND FOR THE SIX MONTHS ENDED
JUNE 30, 1998 AND 1997 IS UNAUDITED)
Future minimum payments under operating leases consist of the following:
<TABLE>
<S> <C>
Year ending December 31:
1998 ........................ $51,200
1999 ........................ 9,200
-------
$60,400
=======
</TABLE>
There was no rent expense in 1996; rent expense was $36,084, $15,055 and
$21,197 for the year ended December 31, 1997 and for the six months ended June
30, 1997 and 1998, respectively.
5. STOCKHOLDERS' EQUITY
Stockholders' equity consists of the following:
<TABLE>
<CAPTION>
COMMON RETAINED DUE FROM
TOTAL STOCK EARNINGS STOCKHOLDERS
------------ ---------- ------------ -------------
<S> <C> <C> <C> <C>
Alphabet City Sports Records, Inc.:
Issuance of common stock--1996 ......... $ -- $ 1,000 $ -- $ (1,000)
Net income ............................. 41,541 -- 41,541 --
--------- ------- --------- ---------
Balance at December 31, 1996 ............ 41,541 1,000 41,541 (1,000)
Net income ............................. 40,781 -- 40,781 --
--------- ------- --------- ---------
Balance at December 31, 1997 ............ 82,322 1,000 82,322 (1,000)
--------- ------- --------- ---------
Alphabet City Industries, Inc.:
Issuance of common stock--1997 ......... -- 1,000 -- (1,000)
Net income ............................. 39,355 -- 39,355 --
--------- ------- --------- ---------
Balance at December 31, 1997 ............ 39,355 1,000 39,355 (1,000)
--------- ------- --------- ---------
Combined stockholders' equity at
December 31, 1997 ...................... $ 121,677 $ 2,000 $ 121,677 $ (2,000)
========= ======= ========= =========
</TABLE>
Alphabet City Sports Records, Inc. has 200 shares of no par value common
stock authorized and 20 shares are issued and outstanding. Alphabet City
Industries, Inc. has 200 shares of no par value common stock authorized and 20
shares are issued and outstanding.
6. MAJOR CUSTOMERS/SUPPLIER
For the period from April 11, 1996 to December 31, 1996, approximately 92%
of combined revenues were derived from one customer. For the year ended
December 31, 1997, three customers accounted for approximately 22%, 17%, and
13% of combined revenues, respectively. For the six months ended June 30, 1998
two customers accounted for approximately 52% and 19% of combined revenues,
respectively. For the six months ended June 30, 1997, three customers accounted
for approximately 26%, 23% and 21% of combined revenues respectively.
For the period from April 11, 1996 to December 31, 1996, 100% of the CDs
produced were manufactured by one vendor. For the year ended December 31, 1997,
86% of the CDs produced were manufactured by one vendor. For the six months
ended June 30, 1998, two vendors manufactured 53% and 32%, respectively, of the
CD's produced.
F-125
<PAGE>
ALPHABET CITY SPORTS RECORDS, INC.
ALPHABET CITY INDUSTRIES, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
(INFORMATION AS OF JUNE 30, 1998 AND FOR THE SIX MONTHS ENDED
JUNE 30, 1998 AND 1997 IS UNAUDITED)
7. IMPACT OF YEAR 2000 (UNAUDITED)
The Company has conducted a review of its computer systems to identify the
systems that could be affected by the "Year 2000" issue and has developed an
implementation plan to resolve the issue. The Company presently believes that,
with modifications to existing software, the cost of which is not material to
the results of operations or financial condition of the Company, the Year 2000
problem will not pose significant operational problems for the Company's
computer systems.
8. SUBSEQUENT EVENT
On August 3, 1998, The Marquee Group, Inc. consummated its acquisition of
substantially all of the assets of Alphabet City Industries, Inc. and all of
the outstanding stock of Alphabet City Sports Records, Inc. (collectively, the
"Alphabet City Acquisition"). The aggregate purchase price for the Alphabet
City Acquisition was approximately $3.4 million in cash (excluding assumed
liabilities) and 200,000 shares of The Marquee Group, Inc. common stock.
F-126
<PAGE>
REPORT OF INDEPENDENT AUDITORS
To the Stockholders
Cambridge Holding Corporation, Inc.
We have audited the accompanying consolidated balance sheet of Cambridge
Holding Corporation, Inc. and Subsidiary (the "Company") as of December 31,
1997 and the related consolidated statements of operations and cash flows for
the year then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of the Company at
December 31, 1997 and the consolidated results of its operations and its cash
flows for the year then ended, in conformity with generally accepted accounting
principles.
Ernst & Young LLP
New York, New York
June 3, 1998
F-127
<PAGE>
CAMBRIDGE HOLDING CORPORATION, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1997 1998
-------------- --------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash ........................................................ $ 162,781 $ 241,425
Accounts receivable ......................................... 767,204 773,613
Other current assets ........................................ 24,345 13,330
---------- ----------
Total current assets ......................................... 954,330 1,028,368
Property and equipment, net .................................. 4,537 2,186
Other assets ................................................. 62,878 62,878
---------- ----------
Total assets ................................................. $1,021,745 $1,093,432
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable ............................................ $ 883,411 $ 723,279
Accrued liabilities ......................................... 25,938 112,153
---------- ----------
Total current liabilities .................................... 909,349 835,432
---------- ----------
Stockholders' equity:
Common stock, $1 par; authorized 25,000 shares; 10,000 shares
issued .................................................... 10,000 10,000
Retained earnings ........................................... 123,552 269,156
---------- ----------
133,552 279,156
Less 6,666 shares held in treasury, at cost ................. (21,156) (21,156)
---------- ----------
Total stockholders' equity ................................... 112,396 258,000
---------- ----------
Total liabilities and stockholders' equity ................... $1,021,745 $1,093,432
========== ==========
</TABLE>
See accompanying notes.
F-128
<PAGE>
CAMBRIDGE HOLDING CORPORATION, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED JUNE 30,
DECEMBER 31, -------------------------
1997 1998 1997
------------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C>
Revenue ...................................... $1,318,763 $691,276 $874,692
Expenses:
Stockholders' salary expense ................ 487,974 182,576 173,880
Other salary expense ........................ 153,536 48,935 58,619
Travel and entertainment .................... 127,458 71,886 65,316
General and administrative expenses ......... 581,520 158,135 273,488
---------- -------- --------
Total expenses ............................... 1,350,488 461,532 571,303
(Loss) income from operations ................ (31,725) 229,744 303,389
Other income:
Interest income ............................. 12,746 860 1,656
Other income ................................ 2,000 -- --
---------- -------- --------
14,746 860 1,656
---------- -------- --------
(Loss) income before income taxes ............ (16,979) 230,604 305,045
Income tax provision ......................... -- 85,000 113,000
---------- -------- --------
Net loss ..................................... $ (16,979) $145,604 $192,045
========== ======== ========
</TABLE>
See accompanying notes.
F-129
<PAGE>
CAMBRIDGE HOLDING CORPORATION, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
DECEMBER 31, -------------------------
1997 1998 1997
------------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net loss ............................................ $ (16,979) $ 145,604 $ 192,045
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation ....................................... 9,405 2,351 4,702
Changes in operating assets and liabilities:
Accounts receivable .............................. (476,866) (6,409) 210,630
Other current assets ............................. (4,800) 11,015 8,615
Other assets ..................................... (2,444) -- --
Accounts payable and accrued liabilities ......... 616,394 (73,917) (11,847)
---------- --------- ---------
Net cash provided by operating activities ........... 124,710 78,644 404,145
---------- --------- ---------
INVESTING ACTIVITIES
Purchase of fixed assets ............................ (2,773) -- (2,773)
---------- --------- ---------
Net cash used in investing activities ............... (2,773) -- (2,773)
---------- --------- ---------
Net increase in cash ................................ 121,937 78,644 401,372
Cash at beginning of year ........................... 40,844 162,781 40,844
---------- --------- ---------
Cash at end of year ................................. $ 162,781 $ 241,425 $ 442,216
========== ========= =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Income taxes paid ................................... $ 9,222 $ 8,219 $ --
========== ========= =========
Interest paid ....................................... $ -- $ -- $ --
========== ========= =========
</TABLE>
See accompanying notes.
F-130
<PAGE>
CAMBRIDGE HOLDING CORPORATION, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(INFORMATION AS OF JUNE 30, 1998 AND FOR THE SIX MONTHS ENDED
JUNE 30, 1998 AND 1997 IS UNAUDITED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF BUSINESS AND BASIS OF PRESENTATION
The Company is a full service sports management and marketing firm,
specializing in both the representation of professional athletes and corporate
consulting. The accompanying consolidated financial statements include the
accounts of Cambridge Holding Corporation, Inc. and its wholly owned
subsidiary, Cambridge Sports International, Inc. All significant intercompany
accounts and transactions have been eliminated in consolidation.
REVENUE RECOGNITION
The Company's revenues arise primarily from percentage fees or commissions
received for the negotiation of professional sporting contracts and marketing
and endorsement contracts. The Company recognizes revenue ratably over the
performance period of the associated contract.
ACCOUNTS RECEIVABLE
Accounts receivable at December 31, 1997 and June 30, 1998 include
approximately $731,000 and $582,000, respectively, which represents amounts
billed on behalf of professional athletes relating to sporting contracts and
marketing and endorsement contracts. Such amounts are to be paid, net of the
Company's commission, to the professional athletes upon collection.
PROPERTY AND EQUIPMENT
Property and equipment are recorded at cost and are depreciated on a
straight-line basis over their estimated useful lives ranging from five to
seven years.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
INTERIM FINANCIAL STATEMENTS
The unaudited interim information as of June 30, 1998 and for the six
months ended June 30, 1997 and 1998 has been prepared on the same basis as the
annual financial statements and, in the opinion of the Company's management,
reflects normal recurring adjustments necessary for a fair presentation of the
information for the periods presented. Interim results are not necessarily
indicative of results for a full year. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted.
INCOME TAXES
Income taxes are provided on the liability method as required by Statement
of Financial Accounting Standard Statement No. 109, "Accounting for Income
Taxes." Deferred income taxes (which are not material), reflect the net tax
effects of temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for income
tax purposes.
F-131
<PAGE>
CAMBRIDGE HOLDING CORPORATION, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(INFORMATION AS OF JUNE 30, 1998 AND FOR THE SIX MONTHS ENDED
JUNE 30, 1998 AND 1997 IS UNAUDITED)
2. PROPERTY AND EQUIPMENT
Property and equipment consists of the following:
<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1997 1998
-------------- ------------
<S> <C> <C>
Furniture and equipment ............... $ 13,734 $ 13,734
Computer equipment .................... 27,333 27,333
--------- ---------
41,067 41,067
Less accumulated depreciation ......... (36,530) (38,881)
--------- ---------
$ 4,537 $ 2,186
========= =========
</TABLE>
3. COMMITMENTS AND CONTINGENCIES
The Company leases its office space. The lease provides for escalations of
rent based upon the increase in certain operating expenses.
Future minimum payments under noncancelable operating leases is as
follows:
<TABLE>
<S> <C>
Years ending December 31:
1998 .................. $25,000
1999 .................. 4,200
-------
$29,200
=======
</TABLE>
Rent expense was $32,878, $16,309, and $14,242 for the year ended December
31, 1997 and for the six months ended June 30, 1997 and 1998, respectively.
4. SIGNIFICANT CLIENTS
For the year ended December 31, 1997, three professional athletes
accounted for approximately 32%, 18% and 11% of consolidated revenue,
respectively.
For the six months ended June 30, 1998 and 1997, two professional athletes
accounted for approximately 12% and 12% and 34% and 6% of consolidated revenue,
respectively.
5. IMPACT OF YEAR 2000 (UNAUDITED)
The Company has conducted a review of its computer systems to identify the
systems that could be effected by the "Year 2000" issue and has developed an
implementation plan to resolve the issue. The Company presently believes that,
with modifications to existing software, the cost of which is not material to
the results of operations or financial condition of the Company, the Year 2000
problem will not pose significant operational problems for the Company's
computer systems.
6. SUBSEQUENT EVENT
On August 6, 1998, The Marquee Group, Inc. consummated its acquisition of
all of the outstanding stock of Cambridge Sports International, Inc. The
aggregate purchase price was approximately $3.5 million in cash and 89,536
shares of The Marquee Group, Inc.'s common stock.
F-132
<PAGE>
REPORT OF INDEPENDENT AUDITORS
Board of Directors
The Marquee Group, Inc.
We have audited the accompanying combined balance sheets of Tollin-Robbins
Entertainment as of December 31, 1997 and 1996, and the related combined
statements of operations and comprehensive income, stockholders' equity
(deficit), and cash flows for the years then ended. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the combined financial statements referred to above
present fairly, in all material respects, the financial position of
Tollin-Robbins Entertainment at December 31, 1997 and 1996, and the results of
its operations and its cash flows for the years then ended, in conformity with
generally accepted accounting principles.
Ernst & Young LLP
Los Angeles, California
July 6, 1998
F-133
<PAGE>
TOLLIN-ROBBINS ENTERTAINMENT
COMBINED BALANCE SHEETS
(000'S OMITTED)
<TABLE>
<CAPTION>
DECEMBER 31
----------------------- JUNE 30
1997 1996 1998
--------- ----------- ------------
(Unaudited)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents ................................... $ 102 $ 712 $ 2,243
Marketable securities ....................................... -- -- 723
Producer fee receivable ..................................... -- -- 130
Management fee receivable ................................... 60 -- --
Advances to stockholders .................................... -- -- 132
Deferred income tax ......................................... -- 80 --
Other ....................................................... 8 -- 59
------ ------- -------
Total current assets ......................................... 170 792 3,287
Property and equipment, net .................................. 310 321 298
------ ------- -------
Total assets ................................................. $ 480 $ 1,113 $ 3,585
====== ======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued expenses ....................... $ 73 $ 68 $ 99
Payable to stockholders ..................................... 388 840 1,536
Deferred revenue ............................................ 152 762 77
------ ------- -------
Total current liabilities .................................... 613 1,670 1,712
Stockholders' equity (deficit):
Capital stock ............................................... 4 4 4
Accumulated equity (deficit) ................................ (137) (561) 1,880
Accumulated other comprehensive income (loss) ............... -- -- (11)
------ ------- -------
Total stockholders' equity (deficit) ......................... (133) (557) 1,873
------ ------- -------
Total liabilities and stockholders' equity (deficit) ......... $ 480 $ 1,113 $ 3,585
====== ======= =======
</TABLE>
See accompanying notes.
F-134
<PAGE>
TOLLIN-ROBBINS ENTERTAINMENT
COMBINED STATEMENTS OF OPERATIONS
(000'S OMITTED)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER SIX MONTHS ENDED
31 JUNE 30
--------------------- ---------------------
1997 1996 1998 1997
--------- --------- --------- ---------
(Unaudited)
<S> <C> <C> <C> <C>
Revenues:
Producer fees .......................... $4,284 $3,133 $3,955 $2,270
Post-production revenue ................ 595 490 247 268
Management services .................... 60 -- 40 --
Other .................................. 134 52 50 15
------ ------ ------ ------
Total revenues .......................... 5,073 3,675 4,292 2,553
Operating expenses:
Compensation to stockholders and related
benefits ............................. 3,223 3,551 1,600 1,612
Post-production expenses ............... 374 274 111 166
General and administrative ............. 846 482 529 363
Depreciation expense ................... 75 50 35 35
Other expenses ......................... 51 60 -- --
------ ------ ------ ------
Total operating expenses ................ 4,569 4,417 2,275 2,176
Income (loss) before income tax provision
(benefit) .............................. 504 (742) 2,017 377
Income tax provision (benefit) .......... 80 (80) -- 52
------ ------ ------ ------
Net income (loss) ....................... $ 424 $ (662) $2,017 $ 325
====== ====== ====== ======
</TABLE>
See accompanying notes.
F-135
<PAGE>
TOLLIN-ROBBINS ENTERTAINMENT
COMBINED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
<TABLE>
<CAPTION>
ACCUMULATED
RETAINED OTHER
COMMON EARNINGS COMPREHENSIVE
STOCK (DEFICIT) INCOME TOTAL
-------- ----------- -------------- -----------
<S> <C> <C> <C> <C>
Balance at January 1, 1996 ................... $ 4 $ 101 $ -- $ 105
Net loss .................................... -- (662) (662)
--- ------- ------ -------
Balance at December 31, 1996 ................. 4 (561) -- (557)
Net income .................................. -- 424 -- 424
--- ------- ------ -------
Balance at December 31, 1997 ................. 4 (137) -- (133)
Net income (unaudited) ...................... -- 2,017 -- 2,006
Other comprehensive income (loss)
(unaudited) ............................... -- -- (11) (11)
--- ------- ------ -------
Balance at June 30, 1998 (unaudited) ......... $ 4 $ 1,880 $ (11) $ 1,873
=== ======= ====== =======
</TABLE>
See accompanying notes.
F-136
<PAGE>
TOLLIN-ROBBINS ENTERTAINMENT
COMBINED STATEMENTS OF CASH FLOWS
(000'S OMITTED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31 JUNE 30
----------------------- -------------------------
1997 1996 1998 1997
---------- ---------- ----------- -----------
(Unaudited)
<S> <C> <C> <C> <C>
OPERATING ACTIVITIES
Net income (loss) .................................. $ 424 $ (662) $ 2,017 $ 325
Adjustments to reconcile net income (loss)
to net cash provided by (used in) operating
activities:
Depreciation and amortization ..................... 75 50 35 35
Loss on disposal of fixed assets .................. 51 60 -- --
Deferred income tax ............................... 80 (80) -- 52
Changes in operating assets and liabilities:
Producer fee receivable ......................... -- -- (130) --
Management fee receivable ....................... (60) -- 60 --
Advances to stockholders ........................ -- -- (132) (330)
Other assets .................................... (8) 4 (51) --
Accounts payable and accrued expenses ........... 5 (104) 26 23
Payable to stockholders ......................... (452) 681 1,148 772
Deferred revenue ................................ (610) 903 (75) (469)
------- ------ ------- -------
Net cash provided by (used in) operating
activities ........................................ (495) 852 2,898 (392)
INVESTING ACTIVITIES
Purchases of marketable securities ................. -- -- (734) --
Purchases of equipment ............................. (115) (336) (23) (101)
------- ------ ------- -------
Net cash used in investing activities .............. (115) (336) (757) (101)
------- ------ ------- -------
Increase (decrease) in cash ........................ (610) 516 2,141 307
Cash and cash equivalents at beginning of
period ............................................ 712 196 102 712
------- ------ ------- -------
Cash and cash equivalents at end of period ......... $ 102 $ 712 $ 2,243 $ 1,019
======= ====== ======= =======
</TABLE>
See accompanying notes.
F-137
<PAGE>
TOLLIN-ROBBINS ENTERTAINMENT
NOTES TO COMBINED FINANCIAL STATEMENTS
(INFORMATION FOR THE PERIOD ENDED JUNE 30, 1997
AND SUBSEQUENT TO DECEMBER 31, 1997 IS UNAUDITED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRESENTATION AND BUSINESS ACTIVITIES
The combined financial statements of Tollin-Robbins Entertainment are
comprised of the following entities: Tollin-Robbins Productions; Halcyon Days
Productions, Inc. (Halcyon); Robbins Entertainment Group, Inc. (Robbins); and
Tollin-Robbins Management (TRM) (collectively referred to herein as the
Company). All significant intercompany accounts and transactions have been
eliminated.
Tollin-Robbins Productions, a California General Partnership (the
Partnership), was formed in November 1993. Halcyon and Robbins are the equal
partners of the Partnership. Profit and losses are allocated equally to each
partner. The Partnership is engaged in the business of providing executive
producer, director, writer, post-production, and other creative services to
owners and distributors of entertainment programming.
Halcyon was incorporated in California in November 1990, and is an S
Corporation under the Internal Revenue Code; Mr. Tollin is the sole stockholder
of this entity. Robbins was initially incorporated in California in May 1991 as
a C Corporation and elected, effective January 1, 1998, an S Corporation status
under the Internal Revenue Code. Mr. Robbins is the sole stockholder of this
entity. These two entities each receive their 50% share of the results of
operations generated by the Partnership.
TRM, a California limited liability company which was formed in April
1997, is engaged in the business of providing management services to artists.
Messrs. Tollin and Robbins are the sole members of TRM. TRM typically receives
a percentage of the compensation paid to the artists it represents.
UNAUDITED INTERIM FINANCIAL STATEMENTS
The accompanying unaudited combined financial statements at June 30, 1998
and for the six month periods ended June 30, 1998 and 1997 have been prepared
on the same basis as the audited combined financial statements and, in the
opinion of management, include all adjustments (consisting only of normal and
recurring accruals) necessary to present fairly the combined financial
information set forth therein, in accordance with generally accepted accounting
principles. The results of operations for the six month period ended June 30,
1998 are not necessarily indicative of the results to be expected for the
entire fiscal year.
SIGNIFICANT CUSTOMER
Approximately 79% in 1997 and 87% in 1996 of the Company's total producer
fees and post-production revenues shown in the accompanying combined statement
of operations was received from Nickelodeon/MTV Networks and affiliated
companies.
REVENUE RECOGNITION
Executive producer and other creative services revenue is recognized as
the related production services are rendered. Pursuant to a two-year production
services agreement with Nickelodeon/MTV Networks (Agreement) which commenced as
of February 1, 1996, the Partnership will receive $1,750,000 per year in
guaranteed payments (payable in equal bi-monthly installments over the term).
Such revenue is recognized ratably over the Agreement's term. In addition to
the guaranteed
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<PAGE>
TOLLIN-ROBBINS ENTERTAINMENT
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
(INFORMATION FOR THE PERIOD ENDED JUNE 30, 1997
AND SUBSEQUENT TO DECEMBER 31, 1997 IS UNAUDITED)
payments, the Partnership received a signing bonus of $500,000, which is being
recognized ratably over the original two year term. Both parties to the
Agreement have agreed to extend the term to a third year (February 1, 1998 --
January 31, 1999). The Partnership will receive a guaranteed minimum payment of
$2,500,000 for its services over the third year.
Management fee commissions are recognized as services are rendered by the
related artists who are represented by TRM.
CASH EQUIVALENTS
The Company considers all highly liquid debt instruments purchased with an
original maturity of three months or less and investments in money market
accounts to be cash equivalents.
MARKETABLE SECURITIES
Marketable securities are accounted for using Statement of Financial
Account Standards (SFAS) No. 115, "Accounting for Certain Investments in Debt
and Equity Securities." At June 30, 1998, the Company's marketable securities,
all of which are classified as available-for sale as defined by SFAS 115,
consist primarily of municipal securities. Pursuant to SFAS 115, such
investments are stated at market value, and unrealized gains and losses on such
securities are reflected, net of tax, in other comprehensive income or loss.
PROPERTY AND EQUIPMENT
Property and equipment are recorded at cost and depreciated over their
estimated useful lives using the straight-line method, generally ranging from
seven to ten years.
INCOME TAXES
Income taxes are accounted for using Statement of Financial Account
Standards No. 109, "Accounting for Income Taxes." Under this method, deferred
tax assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases. Deferred tax
assets and liabilities are measured using enacted tax rates expected to apply
to taxable income in the years in which those temporary differences are
expected to be recovered or settled. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period that
includes the enactment date.
COMPREHENSIVE INCOME
Effective January 1, 1998 the Company adopted Statement of Financial
Accounting Standards (SFAS) No. 130, "Reporting Comprehensive Income." SFAS 130
established new rules for the reporting and display of comprehensive income and
its components; however, the adoption of this Statement had no impact on the
Company's net income or shareholders' equity. SFAS 130 requires unrealized
gains and losses on the Company's available-for-sale securities to be included
in other comprehensive income.
For the six month period ended June 30, 1998, the Company's comprehensive
income was $2,006,000. The comprehensive income differs from the net income in
the first six months of 1998 due to the inclusion of the Company's unrealized
loss on marketable securities in its comprehensive income.
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<PAGE>
TOLLIN-ROBBINS ENTERTAINMENT
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
(INFORMATION FOR THE PERIOD ENDED JUNE 30, 1997
AND SUBSEQUENT TO DECEMBER 31, 1997 IS UNAUDITED)
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
2. MARKETABLE SECURITIES (UNAUDITED)
At June 30, 1998, the Company has classified all investments as
available-for-sale.
The amortized cost, gross unrealized loss and fair value of the marketable
securities are as follows (in 000's):
<TABLE>
<CAPTION>
GROSS
AMORTIZED UNREALIZED FAIR
COST LOSS VALUE
----------- ------------ ------
<S> <C> <C> <C>
Municipal obligations ......... $734 $ (11) $723
</TABLE>
Contractual maturities of marketable debt securities at June 30, 1998 are
as follows (in 000's):
<TABLE>
<CAPTION>
AMORTIZED FAIR
COST VALUE
----------- ------
<S> <C> <C>
Due in one year or less ....................... $102 $100
Due after one year through five years ......... 160 156
Due after 10 years ............................ 472 467
---- ----
Total debt securities ......................... $734 $723
==== ====
</TABLE>
3. PROPERTY AND EQUIPMENT
Property and equipment is comprised of the following (in 000's):
<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1997 1996 1998
--------- --------- ------------
(Unaudited)
<S> <C> <C> <C>
Equipment ............................. $ 185 $ 167 $ 208
Furniture and fixtures ................ 306 279 306
------ ------ ------
491 446 514
Less accumulated depreciation ......... (181) (125) (216)
------ ------ ------
$ 310 $ 321 $ 298
====== ====== ======
</TABLE>
4. STOCKHOLDERS' EQUITY (DEFICIT)
The Company's capital stock consists of the common stock of Halcyon and
Robbins. The partners' equity of the Partnership has been eliminated.
At December 31, 1997 and 1996, there were 1,000 shares of common stock
authorized, issued and outstanding of Halcyon, and 3,000 shares of common stock
authorized, issued and outstanding of Robbins. All shares of common stock were
issued at $1 per share.
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<PAGE>
TOLLIN-ROBBINS ENTERTAINMENT
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
(INFORMATION FOR THE PERIOD ENDED JUNE 30, 1997
AND SUBSEQUENT TO DECEMBER 31, 1997 IS UNAUDITED)
5. INCOME TAXES
Partnerships and limited liability companies are not subject to federal or
state income taxes and, accordingly, no provision for income taxes has been
provided for the Partnership and TRM. The partners of the Partnership and
members of TRM are required to report their proportional share of gains,
losses, credits and deductions on their respective income tax returns.
Halcyon is an S Corporation under Section 1361 of the Internal Revenue
Code. Under the provisions of the Internal Revenue Code, federal and state
taxes based on income for S Corporations are generally the direct liability of
the stockholders. Therefore, no federal and state tax provision has been
provided on S Corporation earnings other than certain state minimum taxes based
on income.
Robbins was a C Corporation as of December 31, 1997 and 1996 and,
accordingly, was subject to federal and state taxes. Robbins elected S
Corporation status effective January 1, 1998; accordingly, no federal and state
tax provision has been provided for the three months ended June 30, 1998 other
than certain state minimum taxes based on income.
The Company's provision for income taxes (benefit) consists of the
applicable amounts based on Robbins' result of operations and was as follows
(in 000's):
<TABLE>
<CAPTION>
YEAR ENDED SIX MONTHS
DECEMBER 31, ENDED
------------------ JUNE 30,
1997 1996 1997
------ --------- ------------
(Unaudited)
<S> <C> <C> <C>
Deferred ..........
Federal ............ $50 $ (50) $33
State .............. 30 (30) 19
--- ----- ---
$80 $ (80) $52
=== ===== ===
</TABLE>
A reconciliation from the provision for income taxes based on the federal
statutory rate of 15% to the actual rate follows:
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, SIX MONTHS
----------------------- ENDED
1997 1996 JUNE 30, 1997
---------- ---------- --------------
(Unaudited)
<S> <C> <C> <C>
Statutory rate applied to income before income taxes...... 15.0% 15.0% 15.0%
State income taxes, net of federal income tax benefit..... 7.5 7.5 7.5
Income from non-taxable entities ......................... (12.6) (8.4) (11.9)
Other non-deductible expenses ............................ 0.5 0.5 0.4
Other, net ............................................... 5.5 (3.8) 2.8
----- ---- -----
15.9% 10.8% 13.8%
===== ==== =====
</TABLE>
The Company's deferred tax assets as of December 31, 1996 was principally
comprised of deferred revenue.
6. DEFERRED REVENUE
Deferred revenue consists of advances from television networks and
production companies for services not yet rendered.
F-141
<PAGE>
TOLLIN-ROBBINS ENTERTAINMENT
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
(INFORMATION FOR THE PERIOD ENDED JUNE 30, 1997
AND SUBSEQUENT TO DECEMBER 31, 1997 IS UNAUDITED)
7. COMMITMENT AND CONTINGENCIES
The Company rents its office facilities on a month-to-month basis from an
entity controlled by Messrs. Tollin and Robbins, the owners of the building.
The monthly rent is $3,750.
8. YEAR 2000 (UNAUDITED)
Until recently, computer programs were written to store only two digits of
date-related information in order to more efficiently handle and store data.
Such programs are unable to properly distinguish between the year 1900 and the
year 2000. This situation is frequently referred to as the "Year 2000 problem."
The Company believes that all of its own computer software is year 2000
compliant and that it will not need to make significant modifications or
replacements to its software so that its computer systems will function
properly with respect to dates in the year 2000 and beyond.
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