UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended JUNE 30, 1997
-----------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________________ to __________________________
Commission file number 0-4028
TRANSMEDIA NETWORK INC.
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
DELAWARE 84-6028875
--------------- --------------
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
11900 BISCAYNE BOULEVARD, MIAMI, FLORIDA 33181
-----------------------------------------------------
(Address of principal executive offices) (zip code)
305-892-3300
---------------------------------
(Registrant's telephone number,
including area code)
Indicate by (X) whether the registrant (1) has filed all reports required to be
filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months and (2) has been subject to such filing requirements for the past 90
days.
Yes [X] No [ ]
The number of shares outstanding of the issuer's Common Stock, $.02 par value,
as of July 30, 1997: 10,189,956
<PAGE>
I N D E X
TRANSMEDIA NETWORK INC. AND SUBSIDIARIES
PART I. FINANCIAL INFORMATION PAGE NO.
Item 1. Financial Statements:
Consolidated Balance Sheets -- 3, 4
June 30, 1997 (unaudited)
and September 30, 1996 (audited)
Consolidated Statements of Income 5
Three and nine months ended June 30,
1997 and 1996 (unaudited)
Consolidated Statements of Cash Flows-- 6, 7
Nine months ended June 30, 1997
and 1996 (unaudited)
Notes to Unaudited Consolidated 8-10
Financial Statements
Item 2. Management's Discussion and Analysis 10-13
of Financial Condition and Results of
Operations
PART II. OTHER INFORMATION 13
SIGNATURE 14
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<TABLE>
<CAPTION>
TRANSMEDIA NETWORK INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
JUNE 30, 1997 AND SEPTEMBER 30, 1996
(in thousands)
June 30, *September 30,
1997 1996
----------- --------------
(unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 4,721 $ 3,603
Restricted cash 3,035 --
Receivables, net 2,585 2,617
Rights-to-receive
Unrestricted 4,611 37,526
Securitized and owned by Trust 34,342 --
Prepaid expenses and other current assets 3,029 1,928
---------- ----------
Total current assets 52,323 45,674
Securities available for sale, at fair value 1,348 1,868
Restricted deposits and investment 1,980 --
Property and equipment 10,492 7,794
Less accumulated depreciation 3,665 2,130
----------- ----------
6,827 5,664
----------- ----------
Excess of cost over net assets acquired and
other intangible assets 4,879 14
Other assets 2,416 1,294
----------- ----------
Total assets $ 69,773 $ 54,514
=========== ==========
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
TRANSMEDIA NETWORK INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
JUNE 30, 1997 AND SEPTEMBER 30, 1996
(in thousands)
(continued)
June 30, *September 30,
1997 1996
----------- --------------
(unaudited)
<S> <C> <C>
LIABILITIES AND
STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable - rights-to-receive $ 4,007 $ 4,785
Accounts payable - reimbursable
tax and tips 437 485
Accounts payable - other 2,647 2,679
Accrued expenses 568 773
--------- ----------
Total current liabilities 7,659 8,722
Secured non-recourse notes payable 33,000 --
Line of credit -- 15,000
Deferred membership fee income 2,612 4,103
Other long-term liabilities 1,729 936
--------- -----------
Total liabilities 45,000 28,761
--------- -----------
Stockholders' equity:
Preferred stock - par value $.10 per share;
authorized 1,000,000 shares; none issued -- --
Common stock - par value $.02 per share;
authorized 20,000,000 shares; issued
and outstanding: 10,189,956 at June 30, 1997
and 10,126,926 at September 30, 1996 204 202
Additional paid-in capital 10,698 10,547
Unrealized gain on securities available
for sale 662 985
Retained earnings 13,209 14,019
--------- ----------
Total stockholders' equity 24,773 25,753
--------- ----------
Total liabilitites and stockholders' equity $ 69,773 $ 54,514
========= ==========
</TABLE>
See notes to consolidated financial statements
*The balance sheet at September 30, 1996 is derived from the registrant's
audited consolidated financial statements.
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<PAGE>
<TABLE>
<CAPTION>
TRANSMEDIA NETWORK INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS AND NINE MONTHS ENDED JUNE 30, 1997 AND 1996
(Unaudited)
(in thousands, except income per share)
Three Months Ended Nine Months Ended
June 30, June 30,
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Operating revenue:
Sale of rights-to-receive
Owned by Company $ 522 $ 23,271 $ 22,309 $ 66,682
Owned by Trust 25,118 -- 52,485 --
----------- ----------- ---------- --------
Gross sales 25,640 23,271 74,794 66,682
Cost of sales 14,433 12,707 42,819 36,516
Cardmember discounts 5,797 5,464 17,087 16,024
----------- ----------- ---------- --------
Net revenues from rights-to-receive 5,410 5,100 14,888 14,142
Membership and renewal fee income 1,878 1,642 5,676 4,676
Franchise fee income 312 560 1,088 1,325
Commission income 102 82 310 368
----------- ----------- ---------- --------
Total operating revenues 7,702 7,384 21,962 20,511
----------- ----------- ---------- --------
Operating expenses:
Selling, general & administrative expenses 6,469 4,853 18,488 13,729
Cardmember acquistion expenses 1,115 1,002 3,631 3,134
----------- ----------- ---------- --------
Total operating expenses 7,584 5,855 22,119 16,863
----------- ----------- ---------- --------
Operating income (loss) 118 1,529 (157) 3,648
Other income (expenses):
Initial license and franchise fees, net 740 -- 740 30
Interest and other income 172 38 375 117
Interest and other expense (734) (213) (1,937) (437)
----------- ----------- ----------- --------
Income (loss) before taxes 296 1,354 (979) 3,358
Income tax provision (benefit) 112 515 (372) 1,276
----------- ----------- ----------- --------
Net income (loss) $ 184 $ 839 $ (607) $ 2,082
=========== =========== =========== ========
Income (loss) per common and common
equivalent share:
Primary and fully diluted $ 0.02 $ 0.08 $ (0.06) $ 0.20
=========== =========== =========== ========
Weighted average number of common and
common equivalent shares outstanding:
Primary and fully diluted 10,222 10,295 10,158 10,311
=========== =========== =========== ========
</TABLE>
See notes to consolidated financial statements
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<TABLE>
<CAPTION>
TRANSMEDIA NETWORK INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED JUNE 30, 1997 AND 1996
(Unaudited)
(in thousands)
1997 1996
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ (607) $ 2,082
Adjustments to reconcile net income (loss)
to net cash used in operating activities:
Depreciation and amortization 1,687 821
Provision for rights-to-receive losses 2,948 1,170
Increase (decrease) from changes in:
Receivables 31 (1,426)
Rights-to-receive (4,374) (8,367)
Prepaid expenses and other current assets (1,100) (1,073)
Other assets (102) (497)
Accounts payable - Rights to receive (777) (988)
Accounts payable - reimbursable
tax and tips (48) 122
Accounts payable - other (32) 375
Income taxes payable -- 339
Accrued expenses (6) 16
Deferred membership income (1,490) 70
----------- -----------
Net cash used in operating activities (3,870) (7,356)
----------- -----------
Cash flows from investing activities:
Additions to property and equipment (2,698) (2,529)
Excess of cost over net assets acquired and
intangible assets (5,017) --
Increase in restricted deposits and investments (990) --
----------- -----------
Net cash used in investing activities (8,705) (2,529)
----------- -----------
</TABLE>
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<TABLE>
<CAPTION>
TRANSMEDIA NETWORK INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED JUNE 30, 1997 AND 1996
(in thousands)
(Continued)
1997 1996
---- ----
<S> <C> <C>
Cash flows from financing activities
Proceeds from issuance of secured
non-recourse notes $ 31,978 --
Net borrowings (repayments) on
revolving line of credit (15,000) $ 10,000
Increase in restricted cash (3,035) --
Dividends paid (403) (401)
Conversion of warrants and options for
common stock, net of tax benefits 153 34
----------- ----------
Net cash provided by financing activities 13,693 9,633
----------- ----------
Net increase (decrease) in cash and
cash equivalents 1,118 (252)
Cash and cash equivalents at beginning of period 3,603 2,270
----------- ----------
Cash and cash equivalents at end of period $ 4,721 $ 2,018
=========== ==========
Supplemental disclosure of cash flow information:
Cash paid during the periods for:
Interest $ 1,472 $ 338
=========== ==========
Income taxes $ 995 $ 1,243
=========== ==========
</TABLE>
See notes to consolidated financial statements
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<PAGE>
TRANSMEDIA NETWORK INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
The balance sheet as of September 30, 1996 was derived from the
registrant's audited consolidated financial statements.
The information presented in each of the included unaudited
consolidated financial statements, in the opinion of management, reflects all
adjustments necessary to a fair statement of the results for all interim
periods. The results for the three month and nine-month periods ended June 30,
1997 are not necessarily indicative of the results to be expected for the full
year.
The consolidated financial statements, as presented, are in summarized
form, and footnote disclosures normally included in financial statements
presented in accordance with generally accepted accounting principles, have been
condensed or omitted. Complete disclosures for the year ended September 30, 1996
are presented in the Company's Form 10-K filing which includes audited
consolidated financial statements.
Cost of sales is composed of the cost of rights-to-receive sold,
provision for rights-to-receive losses and processing fees.
Certain prior year amounts have been reclassified to conform with the
current presentation.
2. Sale of Rights-to-Receive
On December 24, 1996, the Company made an initial transfer of $33
million of its rights-to-receive to a special purpose corporation ("SPC"), an
indirect wholly owned subsidiary, as part of a revolving securitization. The
rights-to-receive, which were sold to the SPC without recourse, were in turn
transferred to a limited liability corporation ("Issuer"), which issued $33
million of fixed rate securities in a private placement to various third party
investors.
In exchange for the rights-to-receive, which have a retail value of
approximately $66 million before cardmember discounts, the Company received
approximately $32 million, after transaction costs, and a 1% equity interest in
the Issuer. Future excess cash flows, expected to be generated from the
securitized assets as the rights-to-receive are exchanged for meals by Company
cardmembers, are to be remitted to the Company on a monthly basis as a return on
capital from the Issuer. Excess cash flows are determined after payments of
interest to noteholders and investors, as well as trustee and servicing fees. It
is anticipated that the net revenue from securitized assets will be received in
approximately the same amount and within the same time frame that such revenue
would have been received had the securitization not taken place. Rights-to-
receive currently held
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<PAGE>
by the Issuer, as well as cash and certain deposits restricted under the
securitization agreement, have been separately depicted in the consolidated
balance sheet.
The private placement certificates have a five-year term before
amortization of principal and have an interest rate of 7.4%. During this
revolving period, the Issuer is responsible for the ongoing purchase of
rights-to-receive from the Company to ensure that the initial pool of $33
million is continually replenished as the rights-to-receive are utilized by
cardmembers. It is anticipated that replenishment of rights-to-receive will
provide for a continuous stream of additional net revenue throughout the period.
The Company's intention in executing the revolving securitization
transaction was to provide current liquidity, as well as a platform for future
growth, at a cost of funds lower than has been historically available to the
Company. This was accomplished by, among other things, isolating the
rights-to-receive beyond the reach of the Company or its creditors in the
unlikely event of bankruptcy or other receivership, through a transfer of assets
that constitutes a true sale at law. It was also the Company's belief that the
structure of the transaction provided for derecognition of the rights-to-receive
and treatment of the securitization as off-balance sheet financing under
generally accepted accounting principles.
In March of 1997, the Company was advised by the SEC staff that while
the transfers of assets may be a true sale under applicable legal principles,
the second transfer of assets from the SPC to the Issuer should not be
characterized as a sale under applicable generally accepted accounting
principles, thus precluding the derecognition of the rights-to-receive and
resulting in the presentation of the transaction as secured non-recourse
financing on the consolidated balance sheet of the Company.
3. Line of Credit
The Company formerly maintained a $20 million line of credit. As a
result of the sale of rights-to-receive described in Note 2 above, the
outstanding obligation under the line of credit was refinanced and the credit
facility was terminated on December 24, 1996.
4. Purchase of Franchise
On November 15, 1996, the Company entered into a purchase agreement
with The Western Transmedia Company, Inc. ("Western"), a franchisee of the
Company. Under the terms of the agreement, the Company reacquired for cash the
right to operate its business in California, Oregon, Washington and a portion of
Nevada, Western's rights-to-receive and its furniture, fixtures and equipment,
as well as the assumption of certain obligations. The transaction closed on
January 2, 1997. The purchase price was approximately $7,454, of which $4,750
represented the cost of the franchise.
9 of 14
<PAGE>
5. License Fee Income
In December 1996, the Company amended its agreements with its
international licensees, Transmedia Europe, Inc. and Transmedia Asia-Pacific,
Inc., permitting them to acquire, on a worldwide basis, the business of
Countdown, plc, Holding Corp. ("Countdown"). Upon closing of the Countdown
acquisition, in the quarter ended June 30,1997, the Company received $250,000 in
cash and a $500,000 note bearing interest at 10%, which is payable on April 1,
1998. At the Company's option, the note may be converted into stock of the
licensees.
6. Litigation
In December 1996, the Company terminated its license agreement (the
"Agreement") with Sports & Leisure Inc. ("S&L"). In February 1997, S&L commenced
an action against the Company in the 11th Judicial Circuit, Dade County,
Florida, alleging that the Company improperly terminated the S&L license
agreement and seeking money damages. The Company has counterclaimed against S&L
for breach of the Agreement and intends to pursue the action vigorously.
7. Income (Loss) per Common and Common Equivalent Share
Primary earnings (loss) per share were based on the weighted average
number of common and common equivalent shares outstanding during the period
presented. Equivalent shares consist of those shares issuable upon the assumed
exercise price of stock options and warrants calculated under the treasury stock
method, based on average stock market prices in the periods.
Fully diluted earnings (loss) per share were computed using the
weighted average number of common and common equivalent shares outstanding in
the periods, assuming exercise of options and warrants calculated under the
treasury stock method, based on average stock market prices at the end of the
periods.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
a. Results of operations - Comparison of three months and nine months
ended June 30, 1997 and 1996
Sales of rights-to-receive for the three and nine month periods ended
June 30, 1997 were $25,640,000 and $74,794,000, which represented increases of
10.2% and 12.2%, respectively, over the comparable periods in the prior year,
principally resulting from the increase in cardmembers and the purchase of the
Company's California franchise on January 2, 1997 (see note 4 to unaudited
consolidated financial statements). If the $2,618,000 and $5,295,000 of sales
recorded in California in the three-month and
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<PAGE>
nine-month periods ended June 30, 1997, subsequent to the franchised territory's
repurchase by the Company on January 2, 1997 were not included, the three-month
period ended June 30, 1997 would have had a decrease of 1.0% in sales and the
nine-month period would have had an increase of 4.2% in sales. Sales volume in
the New York marketplace, the Company's largest, declined compared to related
1996 periods. Offsetting this decrease, however, was continued strong growth in
large markets such as Boston, Chicago, Detroit and central and southern Florida,
as well as solid penetration in new markets in the Midwest and West.
Cardmember discounts as a percentage of sales declined to 22.6% and
22.8%, respectively, in the 1997 three and nine-month periods from 23.5% and
24.0% in the 1996 comparable periods reflecting the continued growth of new
memberships in the 20% discount category.
Provision for rights-to-receive losses, which are included in cost of
sales, amounted to $827,000 and $2,948,000 for the three and nine-month periods
ended June 30, 1997, compared to $364,000 and $1,170,000 in the prior year
periods.
Membership and renewal fee income increased by $236,000 and $1,000,000
or 14.4% and 21.4%, respectively, in the three and nine-month periods ended June
30, 1997, compared with the prior year, principally because of an increase in
renewal fees, which more than offset the reduction in initial fees as the
Company continued to emphasize the issuance of 20% discount, no fee memberships.
Continuing franchise fee income decreased by 44.3% and 17.9% in the three-month
and nine-month periods ended June 30,1997, compared with the prior year periods
because of the repurchase of the formerly franchised California territory on
January 2, 1997.
Selling, general and administrative expenses for the three months and
nine months ended June 30, 1997 increased by $1,616,000 and 4,759,000, compared
with the prior year periods and represented increases of 33.3% and 34.7%,
respectively. Expenses contributing to the increase in the current periods
included operating costs in new areas started up in the third quarter of the
prior year or acquired since the third quarter of last year. These areas include
Denver, Phoenix and three markets in California. Other components of selling,
general and administrative expense that had anticipated increases as a result of
the Company's growth included postage and mailings, principally associated with
servicing the growing cardmember base, depreciation and salaries.
In the three and nine-month periods ended June 30, 1997, cardmember
acquisition expenses were $1,115,000 and $3,631,000, versus $1,002,000 and
$3,134,000 in the prior year's comparable periods. Included in cardmember
acquisition expenses was the amortization of previously capitalized advertising
costs amounting to $133,000 and $554,000 in the 1997 periods versus $310,000 and
$893,000 in the 1996 comparable periods. Costs capitalized in the 1997 periods
were $21,000 and $357,000 versus $194,000 and $858,000 in 1996.
11 of 14
<PAGE>
Interest and other expense increased to $734,000 and $1,937,000 in the
1997 three and nine-month periods from $213,000 and $437,000 in the comparable
1996 periods as a result of the increased level of debt in the current year.
License fee income, net of expenses, amounted to $740,000 in the
three-month period ended June 30, 1997 resulting from the Company's agreement to
restructure the license agreements held by the licensees for Europe and Asia.
The Company received $250,000 in cash and a $500,000 note bearing interest at
10%, which is payable on April 1, 1998. At the Company's option, the note may be
converted into stock of the licensees.
Income before income taxes was $296,000 in the three months ended June
30, 1997 and the loss before tax benefit was $979,000 in the nine months ended
June 30, 1997, compared with income before income taxes of $1,354,000 and
$3,358,000 in the 1996 comparable periods.
Net income for the three months ended June 30, 1997 was $184,000 or 2
cents per share and the net loss for the nine months ended June 30, 1997 was
$607,000 or a loss of 6 cents per share, compared with net income of $839,000
and $2,082,000, or earnings of 8 cents and 20 cents per share in the prior year
comparable periods.
b. Liquidity and Capital Resources
In December 1996, the Company entered into a revolving securitization
transaction to provide for additional liquidity, as well as a platform for
future growth, at a cost of funds lower than had been historically available to
it. The transaction structure, among other things, isolated the securitized
rights-to-receive beyond the reach of the Company in the unlikely event of
bankruptcy or receivership, thus enabling characterization of the transferred
assets as a true sale at law and an "A" rating on the securities issued. The
Company believed that the transaction also allowed for derecognition of the
transferred rights-to-receive and treatment of the securitization as off-balance
sheet financing under generally accepted accounting principles
On December 24, 1996, the Company made an initial transfer of $33
million of its rights-to-receive to a special purpose corporation ("SPC"), an
indirect wholly owned subsidiary of the Company, as part of the revolving
securitization. The rights-to-receive, which were sold to the SPC without
recourse, were in turn transferred to a limited liability corporation (Issuer),
which issued $33 million of 7.4% fixed rate, five-year term securities in a
private placement to various third party investors. In exchange for the
rights-to-receive, which have a retail value of $66 million before cardmember
discounts, the Company received approximately $32 million, after transaction
costs, and a one percent equity interest in the Issuer. Future excess cash
flows, expected to be generated from the securitized assets as the
rights-to-receive are exchanged for meals by Company cardmembers, are to be
remitted to the Company on a monthly basis as a return on capital from the
Issuer. Excess cash flows are determined after payments of interest to
noteholders and investors, as well as trustee and servicing fees. During the
five-year revolving period, the Issuer will be responsible for ongoing purchase
of rights-to-receive
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<PAGE>
from the Company to ensure that the initial pool of $33 million is continually
replenished. It is anticipated that the net revenue from securitized assets will
be received in approximately the same amount and within the same time frame that
such revenue would have been received had the securitization not taken place.
In March 1997, the Company was advised by the SEC staff that, while the
transfers of assets may be a true sale under applicable legal principles, the
second transfer of assets from the SPC to the Issuer should not be characterized
as a sale under applicable generally accepted accounting principles, thus
precluding the derecognition of the rights-to-receive and resulting in the
presentation of the transaction as secured non-recourse financing on the
consolidated balance sheet of the Company.
The Company's cash and cash equivalents amounted to $4,721,000 at June
30, 1997. The Company paid $7,454,000 in January 1997 to buy out one of its
franchisees as reported in Note 4 to the Consolidated Financial Statements. The
Company believes that cash on hand, plus cash generated from operations, will
meet the Company's cash requirements for the 1997 fiscal year. The Company is
also presently in negotiations for a replacement line of credit.
PART II - OTHER INFORMATION
Items 1, 2, 3, 4 and 5
Items 1, 2, 3, 4 and 5 of Part II are either inapplicable or are
answered in the negative and are omitted pursuant to the instructions to Part
II.
Item 6
Exhibits and reports on Form 8K
(a) Exhibits
None
(b) Reports on Form 8K
No reports on Form 8K were filed during the Quarter
Ending June 30, 1997.
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<PAGE>
S I G N A T U R E S
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this Report to be signed on its behalf by
the undersigned thereunto duly authorized.
TRANSMEDIA NETWORK INC.
(Registrant)
August 6, 1997 /S/STEPHEN E. LERCH
---------------------------
Stephen E. Lerch
Executive Vice President
and Chief Financial Officer
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<PAGE>
EXHIBIT INDEX
EXHIBIT
- -------
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-START> OCT-01-1996
<PERIOD-END> JUN-30-1997
<CASH> 4,721
<SECURITIES> 0
<RECEIVABLES> 2,585
<ALLOWANCES> 0
<INVENTORY> 34,342
<CURRENT-ASSETS> 52,323
<PP&E> 10,492
<DEPRECIATION> 3,665
<TOTAL-ASSETS> 69,773
<CURRENT-LIABILITIES> 7,659
<BONDS> 0
0
0
<COMMON> 204
<OTHER-SE> 24,569
<TOTAL-LIABILITY-AND-EQUITY> 69,773
<SALES> 74,794
<TOTAL-REVENUES> 81,868
<CGS> 59,906
<TOTAL-COSTS> 82,085
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,937
<INCOME-PRETAX> (979)
<INCOME-TAX> (372)
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (607)
<EPS-PRIMARY> (.06)
<EPS-DILUTED> (.06)
</TABLE>
