UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q/A
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended _____DECEMBER 31, 1996_________________________
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.
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(Exact name of Registrant as specified in its charter)
DELAWARE 84-6028875
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(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
11900 BISCAYNE BOULEVARD, MIAMI, FLORIDA 33181
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(Address of principal executive offices) (zip code)
305-892-3300
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(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 January 31, 1997: 10,126,926
<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
December 31, 1996 (unaudited)
and September 30, 1996 (audited)
Consolidated Statements of Income 5
Three months ended December 31,
1996 and 1995 (unaudited)
Consolidated Statements of Cash Flows-- 6, 7
Three months ended December 31, 1996
and 1995 (unaudited)
Notes to Unaudited Consolidated 8, 9, 10
Financial Statements
Item 2. Management's Discussion and Analysis 10, 11, 12
of Financial Condition and Results of
Operations
PART II. OTHER INFORMATION 12
SIGNATURE 12
2 of 12
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<TABLE>
<CAPTION>
TRANSMEDIA NETWORK INC.
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1996 AND SEPTEMBER 30, 1996
(in thousands)
December 31, *September 30,
1996 1996
---- ----
(unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 13,410 $ 3,603
Restricted cash 2,584 --
Accounts receivable, net of
allowance for doubtful accounts 4,670 2,617
Rights-to-Receive:
Unrestricted 3,655 37,526
Securitized and owned by Trust 31,527 --
Prepaid expenses and other current assets 875 1,035
Unamortized advertising costs 371 343
Income taxes receivable 807 307
Deferred income taxes 243 243
--------- -------
Total current assets 58,142 45,674
Securities available for sale, at fair value 1,499 1,868
Restricted deposits and investment 1,980 --
Property and equipment 8,680 7,794
Less accumulated depreciation 2,608 2,130
--------- -------
6,072 5,664
--------- -------
Other assets 2,182 1,308
--------- -------
Total assets $ 69,875 $ 54,514
========= ========
</TABLE>
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<TABLE>
<CAPTION>
TRANSMEDIA NETWORK INC.
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1996 AND SEPTEMBER 30, 1996
(in thousands)
(continued)
December 31, *September 30,
1996 1996
---- ----
(unaudited)
<S> <C> <C>
LIABILITIES AND
STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable - rights to receive $ 2,653 $ 4,785
Accounts payable - reimbursable
tax and tips 506 485
Accounts payable - other 2,568 2,679
Accrued expenses 496 773
--------- ---------
Total current liabilities 6,223 8,722
Secured non-recourse notes payable 33,000 --
Line of credit -- 15,000
Deferred membership fee income 4,103
Deferred income taxes 796 936
Other long-term liability 990 --
--------- ---------
Total liabilities 44,555 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: 10,126,926 shares at
December 31, 1996 and September 30, 1996 202 202
Additional paid-in capital 10,547 10,547
Unrealized gain on securities available
for sale 756 985
Retained earnings 13,815 14,019
--------- ---------
Total stockholders' equity 25,320 25,753
--------- ---------
Total liabilities and stockholders' equity $ 69,875 $ 54,514
========= =========
</TABLE>
See notes to consolidated financial statements
*The balance sheet at September 30, 1996 is derived from the registrant's
audited consoldiated financial statements.
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<TABLE>
<CAPTION>
TRANSMEDIA NETWORK INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
THREE MONTHS ENDED DECEMBER 31, 1996 AND 1995
(Unaudited)
(in thousands, except income per share)
Three Months Ended
December 31,
1996 1995
---- ----
<S> <C> <C>
Operating revenue:
Sale of rights-to-receive:
Owned by Company $ 19,123 $ 20,668
Owned by Trust 3,558
-------- --------
Gross sales 22,681 20,668
Cost of sales 12,976 11,350
Cardmember discounts 5,234 5,193
-------- --------
Net revenues from rights-to-receive 4,471 4,125
Membership and renewal fee income 1,943 1,437
Franchise fee income 460 404
Commission income 103 153
-------- --------
Total operating revenues 6,977 6,119
Operating expenses:
Selling, general & administrative expenses 5,541 4,258
Cardmember acquisition expenses 1,440 571
-------- --------
Total operating expenses 6,981 4,829
-------- --------
Operating income (loss) (4) 1,290
Other income (expense):
Interest and other income 51 43
Interest expense (377) (74)
-------- --------
Income (loss) before taxes (330) 1,259
Income tax provision (benefit) (126) 478
-------- --------
Net income (loss) $ (204) $ 781
======== ========
Income (loss) per common and common
equivalent share:
Primary and fully diluted $ (0.02) $ 0.08
======== ========
Weighted average number of common and
common equivalent shares outstanding:
Primary and fully diluted 10,272 10,343
======== ========
</TABLE>
See notes to consolidated financial statements
5 of 12
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<TABLE>
<CAPTION>
TRANSMEDIA NETWORK INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED DECEMBER 31, 1996 AND 1995
(Unaudited)
(in thousands)
1996 1995
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) (204) 781
Adjustments to reconcile net income (loss)
to net cash provided by
(used in) operating activities:
Depreciation and amortization 480 269
Increase (decrease) from changes in:
Accounts receivable (2,054) (591)
Rights-to-receive 2,344 (1,556)
Income taxes receivable (499) --
Prepaid expenses 160 (3)
Unamortized advertising costs (28) (51)
Other assets 144 (7)
Accounts payable - Rights to receive (2,132) (1,346)
Accounts payable - reimbursable
tax and tips 21 124
Accounts payable - other (111) (187)
Income taxes payable -- 227
Accrued expenses (75) (268)
Deferred membership income (557) 278
------ ------
Net cash provided by (used in) operating activities (2,511) (2,330)
------ ------
Cash flows from investing activities:
Increase in restricted deposits and investments (990) --
Additions to property and equipment (886) (748)
------ ------
Net cash used in investing activities (1,876) (748)
------ ------
(Continued)
</TABLE>
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<TABLE>
<CAPTION>
TRANSMEDIA NETWORK INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED DECEMBER 31, 1996 AND 1995
(in thousands)
(Continued)
1996 1995
---- ----
<S> <C> <C>
Cash flows from financing activities:
Issuance of secured non-recourse notes,
net of costs amounting to $1,022 31,978 --
Net borrowings (repayments) on note payable
bank under revolving line of credit (15,000) 2,500
Increase in restricted cash (2,583) --
Dividends paid (201) (201)
Conversion of warrants and options for
common stock, net of tax benefits -- 5
------- -----
Net cash provided by financing activities 14,194 2,304
------- -----
Net increase (decrease) in cash and
cash equivalents 9,807 (774)
Cash and cash equivalents at beginning of period 3,603 2,270
------- -----
Cash and cash equivalents at end of period 13,410 1,496
======= =====
Supplemental disclosure of cash flow information:
Cash paid during the periods for:
Interest 432 57
======= =====
Income taxes 374 69
======= =====
</TABLE>
See notes to consolidated financial statements
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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 months ended December 31, 1996 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 10K filing which includes audited consolidated
financial statements.
Cost of sales is comprised of the cost of sales of rights-to-receive
sold, rights-to-receive loss expenses and processing fees.
Certain prior year amounts have been reclassified 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 will receive
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
cardholders, 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
8 of 12
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approximately the same amount and within the same time frame that such revenue
would have been received had the securitization not taken place.
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
cardholders. 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 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 the right to
operate its business in California, Oregon, Washington and a portion of Nevada.
In addition, the Company acquired Western's rights-to-receive, its furniture,
fixtures and equipment. The transaction closed on January 2, 1997. The purchase
price was approximately $7,454,000, of which $4,750,000 represented the cost of
the franchise.
9 of 12
<PAGE>
5. 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 in the periods.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
a. Results of operations - Comparison of three months ended December 31, 1996
and 1995
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 will receive 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 cardholders, 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 securitzed 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.
Sales of rights-to-receive for the three months ended December 31,
1996 were $22,681,000, a 9.6 percent increase over the sales in the 1995
comparative period.
Cardmember discounts as a percentage of gross sales declined to 23%
from 25% in the comparable prior period reflecting the growth of new
membership in the 20% discount category.
Membership and renewal fee income increased by $506,000, or 35.2% to
$1,943,000 in the three months ended December 31, 1996, compared with the prior
year, principally because of an increase in renewal fees. Continuing franchise
fee and royalty fee income increased by 13.9% in the current year to $460,000.
Selling, general and administrative expenses for the three months ended
December 31, 1996 increased by $1,283,000, compared with the prior year and
represented an increase of 30.1%. Expenses contributing to the increase in the
current period included costs associated with operating new areas started up
since the first quarter of last year. These areas include Denver and Phoenix.
Other components of selling, general and administrative expense that had
anticipated increases as a result of the Company's growth, included postage and
mailings, depreciation and salaries.
In the three month period ended December 31, 1996, cardmember
acquisition expenses were $1,440,000, versus $571,000 in the prior year.
Included in cardmember acquisition expenses was the amortization of deferred
advertising costs amounting to $241,000 in 1996 and $274,000 in 1995. Costs
capitalized in the respective 1996 and 1995 quarterly periods were $269,000 and
$325,000, respectively.
The loss before tax benefit was $330,000 in the three months ended
December 31, 1996, compared with income before income taxes of $1,290,000 in the
1995 comparable period.
The net loss for the three months ended December 31, 1996 was $204,000
or a loss of 2 cents per share, compared with net income of $781,000 or a gain
of 8 cents per share in the comparable period of the prior year.
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b. Liquidity and Capital Resources
The Company's cash and cash equivalents amounted to $13,410,000 at
December 31, 1996. 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 December 31, 1996.
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)
May 9, 1997 /S/MELVIN CHASEN
--------------------------------
Melvin Chasen, President
and Chief Executive Officer
12 of 12
<PAGE>
INDEX TO EXHIBITS
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
- ------ ----------- ----
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-START> OCT-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 13,410
<SECURITIES> 0
<RECEIVABLES> 4,670
<ALLOWANCES> 0
<INVENTORY> 35,182
<CURRENT-ASSETS> 58,142
<PP&E> 8,680
<DEPRECIATION> 2,608
<TOTAL-ASSETS> 69,875
<CURRENT-LIABILITIES> 6,223
<BONDS> 0
0
0
<COMMON> 202
<OTHER-SE> 25,118
<TOTAL-LIABILITY-AND-EQUITY> 69,875
<SALES> 22,681
<TOTAL-REVENUES> 25,187
<CGS> 18,210
<TOTAL-COSTS> 25,191
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 377
<INCOME-PRETAX> (330)
<INCOME-TAX> (126)
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (204)
<EPS-PRIMARY> (.02)
<EPS-DILUTED> (.02)
</TABLE>
