U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number 1-13806
NOTIFICATION OF LATE FILING
(CHECK ONE):
[X] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended: FISCAL YEAR ENDED SEPTEMBER 30, 1998
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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Nothing in this Form shall be construed to imply that the
Commission has verified any information contained herein.
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If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:
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PART I--REGISTRANT INFORMATION
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Transmedia Network Inc.
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Full Name of Registrant (Former Name if Applicable)
11900 Biscayne Boulevard, Suite 460
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Address of Principal Executive Office (Street and Number)
North Miami, Florida 33181
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City, State and Zip Code
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PART II--RULES 12b-25(b) AND (c)
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If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
[ ] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, Form 11-K or Form N-SAR, or portion thereof will
be filed on or before the fifteenth calendar day following the
prescribed due date; or the subject quarterly report or transition
report on Form 10-Q, or portion thereof will be filed on or before the
fifth calendar day following the prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
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PART III--NARRATIVE
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The Registrant had completed the preparation of the Annual Report on Form 10-K
but had not secured sufficient board of directors signatures to file timely.
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PART IV--OTHER INFORMATION
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(1) Name and telephone number of person to contact in regard to this
notification
Stephen E. Lerch 305 892-3306
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
[X] Yes [ ] No
If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
See attached Addendum
Transmedia Network Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: December 30, 1998 By: /s/ STEPHEN E. LERCH
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Name: Stephen E. Lerch
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Title: Executive Vice President and
Chief Financial Officer
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PART IV
ADDENDUM
TRANSMEDIA NETWORK, INC. ANNOUNCES RESULTS FOR FOURTH QUARTER
AND YEAR ENDED SEPTEMBER 30, 1998
Miami, December 10, 1998 -- Transmedia Network, Inc., (TMN-NYSE), a leader in
the development and marketing of transaction based dining and other consumer
savings programs, today released its financial results for the fourth quarter
and year ended September 30, 1998
For the three-month period ended September 30, 1998, total operating revenues
were approximately $7.2 million, a decrease of 20% compared with $9.0 million
the same quarter a year earlier, principally as a result of lower sales volumes.
Gross sales in the dining sector were $24.1 million for the quarter, compared
with $26.5 million in the prior year period. In the quarter, the Company
experienced a net loss of $4.7 million (or 37 cents per share), compared with
net income of $183 thousand (or 2 cents per share) in the September quarter last
year. Also impacting the results for the period were charges aggregating $3.6
million primarily relating to a write down in the value of goodwill associated
with the reacquired California franchise, severance agreements, termination of a
marketing arrangement and the write-off of an amount due from the international
licensees.
For the fiscal year ended September 30, 1998, net operating revenue fell 2.6
percent to $30.1 million, compared with $30.9 million in the same period last
year. Gross dining sales for the year were $95.5 million, compared with $101.3
million in the prior year. The Company experienced a net loss of $7.8 million
(67 cents per share) which also reflects a first quarter one-time pre-tax charge
of $3.1 million associated with the amendment to the employment agreement and
termination of the consulting agreement of the former President and Chief
Executive Officer.
Transmedia Network, by selectively issuing and marketing the Transmedia Card,
presently offers its 1.3 million members a variety of savings programs at more
than 7,000 restaurants throughout the United States, through more than 20
well-known cataloguers and for leisure travel. [It also markets specialized
credit card transaction processing systems to merchants.]
<TABLE>
<CAPTION>
Transmedia Network Inc. and Subsidiaries
(Amounts in thousands except per share data)
Three Months Ended Twelve Months Ended
September 30, September 30,
1998 1997 1998 1997
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<S> <C> <C> <C> <C>
Gross Dining Sales 24,091 26,507 95,549 101,301
Total Operating Revenues 7,244 8,982 30,141 30,944
Operating Income (Loss) (4,263) 855 (7,465) 698
Net Income (Loss) (4,739) 183 (7,836) (424)
Operating Income (Loss) per Share
(Basic & Diluted EPS) (.33) .08 (.63) .07
Net Income (Loss) Per Share
(Basic & Diluted EPS) (.37) .02 (.67) (.04)
Weighted Average Number of Common and
common equivalent shares outstanding
Basic 12,876 10,190 11,773 10,166
Diluted 12,878 10,190 11,825 10,180
</TABLE>
