<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934.
-----------------------
For Quarter Ended September 30, 1995 Commission File No. 0-17349
INSIGHT ENTERTAINMENT CORPORATION
--------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 95-4165135
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
11466 San Vicente Boulevard, Los Angeles, California 90049
- -------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (310) 820-0607
Indicate by check mark 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 preceeding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
----- -----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common stock - 1995 14,456,032
Class C Warrants - 1995 699,957
Class D Warrants - 1995 699,957
-1-
<PAGE>
INSIGHT ENTERTAINMENT CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
ASSETS
September 30, December 31,
1995 1994
------------- ------------
(Unaudited)
<S> <C> <C>
Current Assets:
Cash $ 479,352 $ 3,439,459
Accounts and Notes Receivable 1,161,773 1,369,786
Expenditures billable to clients 780,008
Advances to employees 2,477 94,178
Prepaid expenses and other 622,053 327,174
------------- ------------
Total current assets 2,265,655 6,010,605
Television advertising time 471,605 474,705
Broadcast assets, including equipment 9,603,468 0
Greenwich theater investment 1,334,696 0
Other property and equipment, net 1,079,637 391,722
Cost of broadcast acquisitions in process 1,509,906 497,403
Deferred financing costs, net of amortization 27,500 741,884
Other assets, net 1,062,707 224,848
Goodwill, net of amortization 3,717,095 5,989,877
------------- ------------
Total Assets $ 21,072,269 $ 14,331,044
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued expenses $ 3,319,753 $ 2,113,520
Notes payable 1,004,391 935,000
Current portion of long-term debt 7,683,705 212,690
Advances from clients 1,311,092
Deferred revenues 2,864,174 2,440,013
------------- ------------
Total current liabilities 14,872,023 7,012,315
Long-term debt 1,748,770 1,792,688
Unamortized portion of rent abatement 403,666
Redeemable stock of subsidiaries 2,166,666 950,000
Convertible debentures due 2001 2,750,000
Minority interest 285,344 (17,862)
Shareholders' Equity:
Preferred stock, Series B 1
Preferred stock, Series D 1,600,000
Common stock 14,631 7,708
Additional paid-in capital 7,465,908 3,881,957
Accumulated deficit since July 25, 1994 (6,651,073) (2,449,429)
Less Treasury Shares (430,000)
------------- ------------
Total shareholders' equity 1,999,466 1,440,237
------------- ------------
Total Liabilities and Shareholders' Equity $ 21,072,269 $ 14,331,044
============= ============
</TABLE>
See Notes to Condensed Consolidated Financial Statements
- 2 -
<PAGE>
INSIGHT ENTERTAINMENT CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Nine Months ended September 30
-------------------------------
1995 1994
------------ ------------
<S> <C> <C>
Revenues:
Broadcast $ 1,499,950
Corporate Marketing Services 8,947,929 $ 3,083,225
------------ ------------
10,447,879 3,083,225
Operating expenses 14,343,156 6,521,140
------------ ------------
Operating (loss) (3,895,277) (3,437,915)
Other income (expense):
Interest expense, net (226,021) (63,111)
Loss on return of television advertising time (75,000)
Minority interest in losses
of subsidiaries 140,563
Amortization of Goodwill (220,909)
------------ ------------
(306,367) (138,111)
------------ ------------
(Loss) from continuing operations (4,201,644) (3,576,026)
(Loss) from discontinued operations (1,979,554)
------------ ------------
Net (loss) (4,201,644) (5,555,580)
Dividend requirement of
Preferred Stock (8,000) (180,573)
------------ ------------
Net (loss) applicable to common shareholders $ (4,209,644) $ (5,736,153)
============ ============
Net (loss) per share $(.40) $(1.96)
============ ============
Weighted average number
of shares outstanding 10,463,142 2,928,674*
============ ============
</TABLE>
*Restated to reflect the July 25, 1994 Recapitalization
See Notes to Condensed Consolidated Financial Statements
- 3 -
<PAGE>
INSIGHT ENTERTAINMENT CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months ended September 30
---------------------------------
1995 1994
-------------- ----------------
<S> <C> <C>
Revenues
Broadcast $ 694,364
Corporate Marketing Services 1,317,386 $ 1,979,438
------------ ------------
2,011,750 1,979,438
Operating expenses 3,874,021 3,094,455
------------ ------------
Operating (loss) (1,862,271) (1,115,017)
Other income (expense):
Interest income (expense), net (130,757) (35,979)
Minority interest in losses
of subsidiaries 18,973
Amortization of Goodwill (55,259)
------------ ------------
(167,043) (35,979)
------------ ------------
(Loss) from continuing operations (2,029,314) (1,150,996)
(Loss) from discontinued operations (175,403)
------------ ------------
Net (loss) (2,029,314) (1,326,399)
Dividend requirement of
Preferred Stock -0- (48,573)
------------ ------------
Net (loss) applicable to common shareholders $ (2,029,314) $ (1,374,972)
============ ============
Net (loss) per share $(.15) $(0.34)
============ ============
Weighted average number
of shares outstanding 13,479,990 4,057,273*
============ ============
</TABLE>
*Restated to reflect the July 25, 1994 Recapitalization
See Notes to Condensed Consolidated Financial Statements
- 4 -
<PAGE>
INSIGHT ENTERTAINMENT CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Shareholders' Equity
Nine Months Ended September 30, 1995
(Unaudited)
<TABLE>
<CAPTION>
Additional Accumulated
Preferred Common Paid-in Deficit since Treasury
Stock Stock Capital July 25, 1994 Shares Net
----- ----- ------- ------------- ------ ---
<S> <C> <C> <C> <C> <C> <C>
Balance,
December 31, 1994 $1 $7,708 $3,881,957 $(2,449,429) $1,440,237
Convertible Debentures
due 2001 1,290 2,035,989 2,037,279
Sale of common shares 5,657 4,141,995 2,765,634
Sale of Perferred Stock
Series D 1,600,000 1,600,000
Conversion of Series B
Preferred Stock (1) 769 (768)
Issuance of shares for
acquisitions 115 149,885 150,000
Purchase of treasury shares (430,000) (430,000)
Return of shares relating to
Kaleidoscope acquisition (1,428) (1,739,112) (1,740,540)
Issuance of shares for
service 520 377,980 378,500
Net (loss) (4,201,644) (4,201,644)
------ ------ ------------ ------------ ----------
Balance Sept. 30, 1995 $1,600,000 $14,631 $7,465,908 $(6,651,073) ($430,000) $ 1,999,466
========== ======= ========== ============ ======== ===========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
-5-
<PAGE>
INSIGHT ENTERTAINMENT CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Nine months ended September 30
--------------------------------
1995 1994
--------------- --------------
<S> <C> <C>
Cash flows from operating activities:
Net (loss) $ (4,201,644) $ (5,555,580)
Adjustments to reconcile net loss to cash
(used) by operating activities:
Depreciation and amortization 414,037 206,761
Discontinued Operations 1,470,255
Loss on return on television advertising time 75,000
Minority interest in loss of subsidiaries (140,562)
Rent abatement 1,104
Issuance of shares for contracts & services 716,875
Changes in assets and liabilities:
Accounts receivable (499,993) (425,327)
Expenditures billable to clients (374,110) (203,333)
Prepaid expenses 148,695 (295,272)
Other Assets (219,475)
Accounts payable and accrued expenses 1,738,044 212,296
Advances from clients 170,575 293,320
Deferred revenues 417,227 2,479,763
------------ ------------
Net cash (used) by operating activities (2,326,627) (1,244,717)
------------ ------------
Cash flows used in investing activities:
Cash received in acquisition 58,210 163,680
Greenwich Theater investment (1,334,716)
Purchase of broadcast assets (1,782,969)
Purchase of other property and equipment (710,377) (157,807)
Other assets (903,188)
Cash effect of acquisitions & disposition (862,548)
Purchase of Treasury shares (430,000)
Repurchase of preferred shares of subsidary (950,000)
------------ ------------
Net cash (used) in investing activities (6,915,588) 5,873
------------
Cash flows provided by financing activities:
Proceeds from net borrowing 1,236,380 2,290,384
Payment on debt 148,861
Investment in subsidiary by third party 828,955
Sale of subsidiaries' shares 248,482
Proceeds from sale of Preferred Stock-Series D 1,600,000
Net proceeds from sale of common shares 2,765,634 327,500
------------ ------------
Net cash provided by (used in) financing activities 6,282,108 2,866,366
------------ ------------
Net increase (decrease) in cash (2,960,107) 1,627,522
Cash at beginning of period 3,439,459 514,872
------------ ------------
Cash at end of period $ 479,352 $ 2,142,394
============ ============
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
- 6 -
<PAGE>
INSIGHT ENTERTAINMENT CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
September 30, 1995
(1) Basis of Presentation
The financial information included herein is unaudited; however, such
information reflects all adjustments (consisting solely of normal recurring
accruals) which are, in the opinion of management, necessary to present fairly
the results of operations for the periods presented. The information contained
in this Form 10-Q should be read in conjunction with the audited financial
statements as of December 31, 1994, filed as part of the Company's Annual Report
on Form 10-K.
(2) Acquisitions
The Company's subsidiary, Soundview Media Investments, Inc. ("Soundview"),
completed the purchase of WHOA-TV the ABC affiliate in Montgomery, Alabama, on
April 11, 1995. The purchase price included the assumption of $7,000,000 of debt
and the issuance of $1,500,000 of redeemable shares by a subsidiary. The debt
may be reduced to $4,000,000 if paid by December 29, 1995. In addition, the
Company was required to make $500,000 of working capital available to the
station. The lender declared a default under the debt agreement and a supplement
to the agreement has been negotiated effective September 13, 1995. Among other
provisions, the supplement establishes a maturity date for the debt at December
29, 1995 instead of January 1, 2000, but continues the potential for the
satisfaction of principal and all accrued interest for $4,000,000. Revenues and
broadcast cash flow for the year ended December 31, 1994 were $2,680,000 and
$186,000 respectively.
Soundview also received FCC approval to acquire WTWC-TV, the NBC affiliate in
Tallahassee, Florida. The closing was scheduled for October 31, 1995 subject to
several contractual items of compliance in addition to the Company's ability to
provide the required financing. The Company received an objection to an earlier
FCC approval of the extension to October 31, 1995. This objection was withdrawn
on October 28, 1995, which did not leave sufficient time to finalize financing
and close by October 31, 1995. The seller has declared the Company in default
under the contract but has not yet returned the Company's refundable deposit of
$250,000. The Company has applied for an additional extension to December 15,
1995 from the FCC and the seller and has notified the seller of its intent to
close before that date. The Company intends to pursue the purchase but there is
no assurance that the extensions will be granted or that the Company will be
able to obtain the financing necessary to close.
During the quarter ended March 31, 1995, the Company issued 115,117 shares of
its common stock, paid $100,000 in cash and assumed $400,000 in debt in
conjunction with the acquisition of two privately held companies in an effort to
expand its management and business base in motor sports and media consulting.
These acquisitions have been treated as purchases and operations for the nine
months ended September 30, include the activity of each for the period since the
respective acquisition.
<PAGE>
Effective June 8, 1995, a subsidiary of the Company, Modern Education Services,
Inc. ("Modern"), acquired substantially all of the assets of Modern Talking
Pictures, Inc. ("MTP Inc.") by forgiveness of $507,500 of previous advances and
by assuming certain liabilities amounting to approximately $950,000. Modern is a
national company serving the information awareness and educational outreach
agendas of corporations, associations, and government primarily through the
distribution of video media. Sales for the twelve months ended June 30, 1995
were approximately $2,700,000 resulting in a gross profit of approximately
$900,000. For this same period, MTP, Inc. sustained net losses exceeding $1
million on an unaudited basis as a result of major restructuring and certain
activities that are not related to current operations.
The Company also completed due diligence and negotiated an acquisition agreement
to acquire an additional privately held company for a combination of shares of
common stock and convertible debentures. This acquisition is not now expected to
be completed and $358,000 of funds previously advanced by the Company are
reflected as a note receivable which the Company expects to recover through
services.
(3) Additional Equity Invested by Trivest Financial Services Corp.
On June 7, 1995, the Board of Directors accepted a proposal from Trivest to
provide the Company with additional working capital. Trivest agreed to purchase
from the Company 13,000,000 shares of Common Stock at a purchase price of $.50
per share and to provide the Company a two year, 11%, $1,160,000 loan. In
return, the Company agreed to pay a financing fee of $500,000 to Trivest. To
date, Trivest has purchased 5,657,544 common shares for $2,816,600 and
$1,600,000 of Perferred Stock Series D, (non-voting shares with a $100,000 par
value).
Trivest has requested to increase the total proposed funding to $8,400,000 of
equity with the balance of $4,000,000 funded by a thired party, East/West
Communications Group Ltd. The final form of the financing will be considered by
Board of Directors no later than December 7, 1995 and may be subject to FCC
approval.
<PAGE>
Coy Eklund, the Chairman and Chief Executive Officer of Trivest, is also a
director of the Company, and Carleton Burtt, the President of Trivest, is also
the Chief Operating Officer and a director of the Company. Messrs. Eklund and
Burtt were affiliates of the Company at the time the transaction occurred.
(4) Acquisition of Soundview Minority
Under the terms of a Settlement, Release and Stock Purchase Agreement dated July
20, 1995 and closed on August 9, 1995, the Company acquired the minority 20%
interest in Soundview, as well as the 1,000,000 shares of Common Stock held by
the former minority shareholders of Soundview. In exchange for all of such
stock, the Company paid $765,555 in cash, issued a demand note for $350,000 and
a $264,445 promissory note payable in 17 equal monthly installments of principal
without interest. In connection with the acquisition, Bennett Smith and Brian
Brady resigned as President and Executive Vice President of Soundview and their
employment agreements were canceled. Carleton Burtt, Chief Operating Officer of
the Company was appointed interim President of Soundview and was replaced on
July 24, 1995 by Steven M. Friedheim, who was also elected a director of
Soundview. Also, in connection therewith, Bennett Smith, Brian Brady and Richard
Incandela resigned as directors of Soundview and Bennett Smith resigned as
director of the Company. The current directors of Soundview are Floyd Kephart,
Coy Eklund, Carleton Burtt, William Eberle, Frank Woods and Steven Friedheim.
The first installment due on the $264,445 promissory note was declared to be
late by the note holder and he instituted a lawsuit to collect the entire
balance. The Company believes the note holder's claims are without merit.
(5) Disposition of Kaleidoscope
On June 7, 1995, the Company entered into an agreement with Ray Volpe to
exchange all of the common stock of Kaleidoscope Acquisition Corp.
("Kaleidoscope") for 1,428,796 shares of common Stock and a $225,000 five year,
8% promissory note effective as of June 1, 1995. The note can be satisfied by
payment of $125,000 during the first two years. At the time of the transaction,
Mr. Volpe was the President, Co-Chief Executive Officer and a director of the
Company. In connection with this transaction, the employment agreements of Ray
Volpe, Tony Andrea, Don Dixon, Bruce Albert and Mark Rothenberg were terminated,
and the Company was released from all direct or contingent liabilities it had
undertaken with respect to the acquisition of Kaleidoscope.
Assets relating to the Kaleidoscope operations as of June 1, 1995 amounted to
$3,237,000, excluding goodwill of $4,249,337, and liabilities amounted to
$5,687,000. Sales of Kaleidoscope in the six months ended June 30, 1995 were
$5,940,000 and the net earnings were $68,000. The transaction had no effect on
earnings for the period as the returned shares were charged to paid in capital
at the same basis as originally recorded at the purchase date.
<PAGE>
(6) Conversion of Debentures due 2001
The Convertible Debentures due 2001 related to borrowings from a foreign bank.
The entire amount was converted to 1,100,000 shares of common in March 1995. The
Company transferred 294,000 shares of Harmony Holdings Inc. to the bank and
issued 190,000 shares of the Company's common stock as a result of the
conversion and the penalty payment required by the agreement. At the same time
deferred financing costs of $711,721 were charged against paid in capital.
(7) Related Party Transactions (See Note 3)
In the nine months ended September 30, 1995, the Company paid Media One, Inc. a
$100,000 brokerage fee and accrued $85,000 relating to the acquisition of
Soundview and WHOA-TV in Montgomery. Frank Woods, a Director, is also Chairman
of the Board of Media One, Inc. In addition, in August 1995 the Company leased
office space in Nashville, Tennessee for 5 years at $6736 per month from a
Company partially owned by Frank Woods.
In connection with the proposed acquisition of WTGS-TV Savannah, Georgia the
Company advanced the seller $387,000 as a refundable deposit which was returned
in June 1995. Mr. Coy Eklund, a director and Mr. Carleton Burtt, the COO are
Chairman and President, respectively of the Seller, Trivest Financial Services
Inc.
Mr. Donald Lifton, the Corporate Secretary is a principal shareholder of Modern
Talking Pictures Services Inc. the privately held company from which the Company
acquired certain assets (see Note 2).
(8) Cost of Broadcast Acquisitions in Process
Comprised of legal, consulting, engineering and deposits incurred in connection
with broadcast properties to be acquired under contracts to purchase. Upon
closing of each purchase, such costs are allocated to the cost of the individual
properties and depreciated. At September 30, 1995 the total of $1,509,906
related to the acquisition of WTWC-TV in Tallahassee, Florida, which was to
close in October 1995 (see Note 2). Of this amount, $250,000 is a returnable
deposit.
(9) Supplemental Non-cash Disclosures
In addition to transactions included in the statement of cash flow serveral
transactions during the period involved significant non-cash items as follows:
Assumption of notes payable of $489,256 and recording of goodwill of
$518,763 related to the two acquisitions in the quarter ended March
31, 1995.
Assumption of long-term debt of $7,242,765 and issuance of redeemable
stock of a subsidiary of $1,500,000 in the acquisition of WHOA-TV.
<PAGE>
Assumption of debt of $350,000 and recording goodwill of $1,075,000 in
acquisiton of certain assets by Modern.
Disposition of Kaleidoscope - see Note 4.
Issuance of 484,783 shares of common stock for a contract for future
services.
<PAGE>
PART I. ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
General
Insight Entertainment Corporation ("Insight" or the "Company") is a diversified
broadcast, marketing and corporate communications services company. As of
December 30, 1994, the Company acquired 80% of Soundview Media Investment, Inc.,
("Soundview"), a development stage company established for the purpose of
acquiring broadcast properties. In November 1994 the Company acquired a 51%
interest in Greenwich Entertainment Group, Inc., a development stage company in
the out-of-home motion simulation entertainment business. In April 1995,
Soundview acquired WHOA TV, the ABC affiliate, in Montgomery, Alabama. As of
June 1, 1995, the Company sold Kaleidoscope back to it's previous shareholders.
In addition as of June 8, 1995 the Company purchased certain assets of the
business now being conducted as Modern Education Services Inc.
The Company is engaged in the business of marketing corporate services and
owning broadcasting properties. The Company provides related corporate services
including creating and managing corporate sponsorships, specialty video
productions, corporate promotions including product placement, and the
distribution of television programs.
Results of Operations
Three months ended September 30, 1995, compared to three months ended September
30, 1994.
Revenues for the three months ended September 30, 1995 were $2,011,750 compared
to $1,979,438 for the similar period in 1994. Included in 1995 revenues are
$694,364 from the operation of WHOA TV purchased in April 1995 and $566,749 from
Modern Education Services Inc. purchased in June 1995. Included in 1994 are
$1,414,582 relating to Kaleidoscope acquired effective August 1, 1994 and
disposed of effective June 1, 1995. Operating expenses for the three months
ended September 30, 1995 were $3,874,021 compared with $3,094,455 in the similar
period in 1994. WHOA TV's operations accounted for $626,137 and Modern accounted
for $747,477 of the operating expenses for the three months ended September 30,
1995. Included in 1994 operating expense is $1,556,757 relating to Kaleidoscope.
In addition, in 1995, Soundview had operating expenses of $100,071 and no
revenue. The other significant increase in costs related to the cost of
developing the Company's marketing service business.
<PAGE>
Nine months ended September 30, 1995, compared to nine months ended September
30, 1994.
Revenues for the nine months ended September 30, 1995 were $10,447,879 compared
to $3,083,225 for the similar period in 1994. Included in the revenues are
$5,940,874 and $1,414,582 from Kaleidoscope, for 1995 and 1994 respectively,
acquired as of August 1, 1994 and disposed as of June 1, 1995. Also included in
1995 revenues are $1,499,950 from the operation of WHOA TV purchased in April
1995 and $766,749 from Modern Education Services Inc. purchased in June 1995.
Operating expenses for the nine months ended September 30, 1995 were $14,343,156
compared with $6,521,140 in the similar period in 1994. Kaleidoscope's
operations account for $5,720,974 in 1995 and $1,556,757 in 1994. WHOA TV's
operations account for $1,443,644 and Modern for $1,097,977 of the operating
expenses for the nine months ended September 30, 1995.
In addition, in 1995, Soundview had operating expenses of $620,271 and no
revenue.
Liquidity and Capital Resources
As of September 30, 1995, the Company had cash of $479,352, total current assets
of $2,265,655 and current liabilities of $14,872,023, or a working capital
deficiency of $12,606,368 Included in current liabilities is $2,864,174 of
deferred revenue of which $2,413,000 will be recognized upon the utilization of
media time to be acquired by the Company in connection with a barter advertising
agreement.
The Company's barter agreement with a vehicle manufacturer obligates it to
acquire certain media time to be used by this manufacturer. Upon its utilization
of this advertising time, this vehicle manufacturer has agreed to pay the
Company an additional $2,000,000. To the extent that these future payments are
less than the cost of the media time to be acquired, the Company will be
required to utilize its resources.
As a result the Company's acquisitions described in Note 2 to the condensed
financial statements the Company assumed debt which is still outstanding at
September 30, 1995 as follows:
<TABLE>
<S> <C>
Notes Payable $431,391
Long-term debt:
Bank note payable by WHOA $7,016,885
Other notes payable by WHOA 69,325
Long -term film contracts payable 191,645
Note payable by Moderm 350,000
-----------
$7,592,765
Less amount due in one year (7,386,245)
--------------
$206,520
========
</TABLE>
As noted in Note 2, the Bank note payable relating to WHOA is due December 29,
1995 and the Company is currently negotiating to refinance that debt at the
agreed reduced amount of $4,000,000.
<PAGE>
On June 7, 1995, the Board of Directors accepted a proposal from Trivest to
provide the Company with additional working capital. Trivest agreed to purchase
from the Company 13,000,000 shares of Common Stock at a purchase price of $.50
per share and to provide the Company a two year, 11%, $1,160,000 loan. In
return, the Company agreed to pay a financing fee of $500,000 to Trivest. To
date, Trivest has purchased 5,657,544 common shares for $2,816,600 and
$1,600,000 of Perferred Stock - Series D.
Trivest has requested to increase the total proposed funding to $8,400,000 of
equity with the balance of $4,000,000 funded by a thired party, East/West
Communications Group Ltd. The final form of the financing will be considered by
Board of Directors no later than December 7, 1995 and is maybe subject to FCC
approval.
The Company has not made any other arrangements for sources of external
financing, such as bank lines of credit. The Company has commitments for capital
expenditures of approximately $375,000.
Pursuant to employment agreements, certain of the executive officers and other
key employees of the Company are entitled to minimum base compensation
aggregating approximately $1,650,000 on an annualized basis. The Company's
leases provide for minimum annual payments of approximately $690,000.
At December 31, 1994, the Company had outstanding 60 shares of Series B Stock
which were entitled to an aggregate annual dividend of $48,000. Subsequent to
December 31, 1994, the 60 shares of Series B Stock (including accumulated
dividends thereon) were converted into an aggregate of 768,881 shares of Common
Stock.
For the quarter ended September 30, 1995 the Company used $549,694 of cash in
its operations. The Company's investments in broadcast assets, Greenwich
Theater, building and equipment, and other assets amounted to $2,004,395 for the
quarter. The buy out of the Soundview minority shareholders holdings, including
Company common shares amounted to $1,380,000. Payments on notes and long term
debt were $13,395. All of the above was financed with $589,101 of net proceeds
from the sale of common shares, $1,600,000 of proceeds from sale of Preferred
Stock - Series D, $495,622 from additional third party investment in Greenwich
and additional borrowing of $876,380 ($573,000 is short term notes).
The Company has experienced substantial growth in its revenues, operations and
employee base, and has undergone substantial changes in its business that have
placed significant demands on the Company's management, working capital and
financial resources. The Company's continued revenue growth and current
expansion plans are expected to place a significant strain on the Company's
financial and management operations. The ability of the Company to successfully
meet its obligations, revenue growth and complete its expansion plans will
depend in part upon the Company's ability to continue to improve and expand its
management and financial control systems, to attract, retain and motivate key
employees, and to raise additional capital. There can be no assurance that the
Company will be successful in these regards.
<PAGE>
If the Company does not operate on a positive cash flow basis and its present
resources are not sufficient to absorb any cash losses, the Company will need to
obtain financing through the debt or equity markets. In order to fulfill its
overall plan and its financial obligations, the Company is pursuing several
financing alternatives. However, there can be no assurance that any financing
will occur.
Inflation
Inflation has not had a significant effect on the Company.
<PAGE>
PART II -- OTHER INFORMATION
ITEM 4. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Stockholders of Insight Entertainment Corporation was held
on September 19, 1995.
The following persons were elected as Directors of the Company:
<TABLE>
<CAPTION>
Name Votes For Abstain Against
---- --------- ------- -------
<S> <C> <C> <C>
Carleton Burtt 6,718,710 43,069 0
William Eberle 6,718,710 43,069 0
Coy Eklund 6,718,710 43,069 0
Floyd Kephart 6,718,710 43,069 0
Leeda Marting 6,718,710 43,069 0
Frank Woods 6,718,710 43,069 0
</TABLE>
There were no other nominees for Director. Mesrs. Eberle, Eklund, Kephart and
Woods were reelected as Directors.
The shareholders approved the change in the name of the corporation from Ventura
Entertainment Group Ltd. to Insight Entertainment Corporation and approved the
appointment of BDO Seidman LLP as independent auditors for the Company's year
ended December 31, 1995. The votes were as follows:
<TABLE>
<CAPTION>
Votes For Abstain Against
--------- ------- -------
<S> <C> <C> <C>
Name change 6,710,150 24,942 26,687
BDO Seidman LLP 6,707,710 30,738 23,093
</TABLE>
<PAGE>
PART II -- OTHER INFORMATION
ITEM 5. Other Information
<PAGE>
PART II -- OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K
a. Exhibits
None
b. Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended
September 30, 1995.
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 thereunto duly authorized.
INSIGHT ENTERTAINMENT CORPORATION
s/b Floyd Kephart
--------------------------------------
Floyd W. Kephart
Chairman of the Board & Chief Executive Officer
s/b David Ward
--------------------------------------
David H. Ward
Chief Financial Officer
Date: November 14, 1995
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JUL-01-1995
<PERIOD-END> SEP-30-1995
<PERIOD-TYPE> 3-MOS
<CASH> 479
<SECURITIES> 0
<RECEIVABLES> 1161
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2265
<PP&E> 1079
<DEPRECIATION> 0
<TOTAL-ASSETS> 21072
<CURRENT-LIABILITIES> 14872
<BONDS> 1748
<COMMON> 14
2166
1600
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 21072
<SALES> 0
<TOTAL-REVENUES> 2011
<CGS> 3874
<TOTAL-COSTS> 3874
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 130
<INCOME-PRETAX> (2029)
<INCOME-TAX> 0
<INCOME-CONTINUING> (2029)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2029)
<EPS-PRIMARY> (.15)
<EPS-DILUTED> 0
</TABLE>
