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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 Earliest Event Reported: March 9, 1994
Date of Report: March 17, 1994
SPI HOLDING, INC.
(Exact name of Registrant as specified in its charter)
Delaware 1-9724 75-2182004
(State of other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of Incorporation)
1501 North Plano Road, Richardson, Texas 75081
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (214) 234-2721
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Item 5. Other Events.
The information set forth in the press release of the Registrant dated
March 9, 1994, which is filed as an exhibit hereto, is incorporated herein by
reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits:
Exhibit
Number Description
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99.1 Press release dated
March 9, 1994
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Exhibit Index
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
99.1 Press release dated
March 9, 1994
</TABLE>
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SPI HOLDING, INC.
By: /s/ Danny G. Hair
Danny G. Hair
Vice President of Finance
& Chief Financial Officer
Date: March 17, 1994
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SPECTRAVISION
1501 N. PLANO RD,
RICHARSON, TX 75081
(214) 301-9108
TRADED: SPH B
AT THE COMPANY: AT FINANCIAL RELATIONS BOARD:
Janice Schroer Bill Murphy
Director of Corp. General Info
Communications
(214) 301-9016 (312) 266-7800
FOR IMMEDIATE RELEASE
MARCH 9, 1994
SPI HOLDING REPORTS OPERATING INCOME GAIN
AND DECREASING NET LOSS FOR FISCAL 1993
DALLAS, MARCH 9, 1994 -- SPI HOLDING, INC. (AMEX: SPH B), doing business
as SpectraVision, the nation's largest provider of pay- per-view entertainment
to the hotel industry, today reported higher operating income on a small
decline in revenues and a net loss for fiscal 1993.
The company reported revenues of $163 million for the year ended Dec. 31,
1993, vs. $169 million for the previous year. Revenues were affected by a
decline in the overall number of hotel rooms served during the period, but that
was substantially offset by improved hotel occupancy rates and increased
revenue per equipped room per day. Incentives provided to customers in the
third quarter for extending contracts for up to an additional seven years had a
continuing impact on revenues.
Operating income, excluding non-recurring items, increased to $10.9
million for 1993, compared to $9.9 million for the previous year. Operating
income reported for 1993 was $3.2 million, compared to an operating loss of
$209 million for 1992, which included the write off of the net book value of
$218.5 million of goodwill. The 1993 operating income was affected by a charge
of approximately $7 million which reflects the estimated costs due to changes
in technology and field service operations connected with the company's
strategic alliance with Electronic Data Systems (EDS). The 1993 operating
income number also includes a loss of approximately $700,000 related to the
company's outsourcing of manufacturing of its pay-per-view equipment to the
Cerplex Group.
The net loss applicable to common stockholders for 1993 was $46 million,
or $2.52 per share, on a significantly larger number of shares outstanding,
compared to
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SPECTRAVISION
ADD - 1 -
a net loss applicable to shareholders of $297.2 million, or $169.22 per share,
for 1992. The 1993 net loss included an extraordinary loss of approximately
$2.7 million due to the write off of unamortized debt issuance costs as a
result of debt extinguishment, The 1992 net loss included an extraordinary gain
of $23.4 million resulting from a debt restructuring in November of that year,
and a charge of $28.5 million resulting from the adoption of FASB Statement No.
109 (Accounting for Income Taxes).
The net loss per share figure for 1993 was calculated on 18.2 million
average common shares outstanding while the 1992 net loss per share involved
only 1.7 million average common shares outstanding. The company's number of
average Class A and B common shares outstanding rose to approximately 16
million after consummation of a Reorganization Plan in November, 1992. In
October, 1993, the company completed a stock offering of an additional 7.6
million Class B common shares as part of a recapitalization program.
Fourth quarter revenues for 1993 were $38.7 million compared to $41.3
million in the year ago quarter. Quarterly revenues were also impacted by a
decline in number of hotel rooms served, offset by increased hotel occupancy
and improved revenues, per room, per day, attributed to strong movie products.
The earlier stated impact of customer incentives granted for contract renewals
in the third quarter had a continuing effect on fourth quarter revenues.
The operating loss for the fourth quarter 1993 was reported as $1.4
million, compared to operating income of $3.7 million for the same period a
year ago. The operating loss for the quarter was also affected by the earlier
stated loss of $700,000 associated with the company's outsourcing of
manufacturing to the Cerplex Group.
Net loss for the fourth quarter was $16.3 million, or 69 cents per share,
compared to a net income of $12.7 million, or $1.95 per share, in the year ago
quarter. The 1993 quarter includes the affects of the earlier stated $2.7
million extraordinary loss due to the write-off of unamortized debt issuance
costs. The 1992 quarter includes a $23.4 million extraordinary gain resulting
from the restructuring of company debt in November of that year,
The average common shares outstanding during the fourth quarter of 1993
was 23.6 million, while the average common shares outstanding for the year ago
quarter was only 6.5 million.
According to Al Jerome, president and chief executive officer, "The
Company continues on its course of using strong strategic alliances to operate
more efficiently and effectively, to address the marketplace more aggressively,
and to build growth into our business. In 1993, we announced a strategic
alliance with EDS which enables SpectraVision to be the first and only company
to deliver the information
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SPECTRAVISION
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superhighway to the lodging industry. Then, at year end we outsourced our
manufacturing operation to The Cerplex Group which streamlined the Company,
allowed us to avoid substantial capital expenditures necessary to upgrade the
manufacturing facility and now, our business promises to be more productive.
These, combined with other alliances, US West, Travelhost, Strategic Telecom
and Cable Healthcare Company provide us with the breadth and resources of a
much larger company and enable us to offer more services to our customers and
expand into other markets."
The company also announced that its annual meeting will be held on May 25,
1994. Complete details will be contained in the company's April, 1994, proxy
materials.
SpectraVision continues to be the largest supplier of in-room,
pay-per-view entertainment and information services to the worldwide lodging
industry since its incorporation in 1971 with a customer base of nearly 700,000
guest rooms. SpectraVision's video-on-demand product, Guest Choice(R), made
its debut in 1990 and also maintains the dominant presence with installations
exceeding 180,000 rooms. Through its STARPATH(TM) technology, it is the only
company in the lodging industry delivering compressed digital video via the
information superhighway to the SpectraVision served sites in North America.
SpectraVision markets its products and services in the U.S., Canada, Mexico,
the Caribbean, Australia and the Pacific Rim.
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SPECTRAVISION
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SPI HOLDING, INC.
SUMMARY STATEMENT OF OPERATIONS
(In thousands, except share data)
(Unaudited)
<TABLE>
<CAPTION>
QUARTER ENDED DECEMBER 31,
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1993 1992
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<S> <C> <C>
REVENUES $ 38,668 $ 41,265
OPERATING INCOME (LOSS) (1,386) (1) 3,756
NET INCOME (LOSS) (16,253) (2) 12,771 (4)
INCOME (LOSS) PER COMMON SHARE $ (0.69) $ 1.95
AVERAGE COMMON SHARES OUTSTANDING 23,651,296 6,542,154
</TABLE>
<TABLE>
<CAPTION>
TWELVE MONTHS ENDED DECEMBER 31,
----------------------------------
1993 1992
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<S> <C> <C>
REVENUES $ 162,993 $ 168,621
OPERATING INCOME (LOSS) 3,205 (1)(3) (208,604) (5)
NET LOSS (45,756) (2) (275,362) (4)(6)
PREFERRED STOCK DIVIDEND - 21,878
NET LOSS APPLICABLE
TO COMMON STOCKHOLDERS (45,756) (297,240)
LOSS PER COMMON SHARE $ (2.52) $ (169.22)
AVERAGE COMMON SHARES OUTSTANDING 18,178,289 1,756,518
</TABLE>
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SPECTRAVISION
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Note 1: Includes a net loss of approximately $0.7 million from the sale of the
Company's production raw materials, work-in-process and certain
manufacturing equipment to the Cerplex Group effective December 17,
1993.
Note 2: Includes an extraordinary loss of approximately $2.7 million due to
the write-off of unamortized debt issuance costs related to the
original issuance of the bank credit facility and the supplemental
credit facility as a result of early extinguishment of debt effective
October 5, 1993.
Note 3: Includes a charge of approximately $7.0 million which reflects the
estimated costs due to changes in technology and field service
operations in connection with the EDS Strategic Alliance during 1993.
Note 4: Included an extraordinary gain of approximately $23.4 million
resulting from the restructuring of the Company's debt effective
November 23, 1992.
Note 5: Included a write-off of the net book value of goodwill in the amount
of $218.5 million at June 30, 1992.
Note 6: Included a charge of $28.5 million for the cumulative change in
accounting principle recorded January 1, 1992, as a result of the
Company's adoption of the Financial Accounting Standards Board
Statement No. 109, "Accounting for Income Taxes".
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SPECTRAVISION
ADD - 5 -
SPI HOLDING, INC.
(DBA SpectraVision)
CONDENSED STATEMENTS OF FINANCIAL POSITION
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
1993 1992
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<S> <C> <C>
CASH AND EQUIVALENTS $ 14,285 $ 9,593
ACCOUNTS RECEIVABLE 18,060 18,714
PREPAIDS AND OTHER ASSETS 9,569 11,940
VIDEO SYSTEMS 98,685 84,118
BUILDING AND EQUIPMENT 7,313 7,303
UNAMORTIZED HOTEL CONTRACTS 253,508 266,006
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TOTAL ASSETS $ 401,420 $ 397,674
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ACCOUNTS PAYABLE AND ACCRUED LIABILITIES $ 35,646 $ 33,200
CURRENT AND DEFERRED INCOME TAXES 35,889 40,316
BANK CREDIT FACILITIES 7,350 195,470
11.5% SENIOR DISCOUNT NOTES 154,055 --
11.65% RESET NOTES 260,795 260,795
OTHER DEBT (INCLUDES DEBT ISSUANCE COSTS) 6,299 (1,184)
CONTINGENT VALUE RIGHTS 20,000 20,000
STOCKHOLDERS' DEFICIT (118,614) (150,923)
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TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 401,420 $ 397,674
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</TABLE>
