IWERKS ENTERTAINMENT INC
8-K, 1998-11-03
MOTION PICTURE THEATERS
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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 Report (Date of earliest event reported): October 28, 1998


                           IWERKS ENTERTAINMENT, INC.
               (Exact Name of Registrant as Specified in Charter)


          Delaware                   0-22558                 95-4439361
(State or Other Jurisdiction       (Commission              (IRS Employer
      of Incorporation)            File Number)           Identification No.)


                            4540 West Valerio Street
                         Burbank, California 91505-1045
                    (Address of Principal Executive Offices)

                                 (818) 841-7766
                         (Registrant's Telephone Number)


<PAGE>

ITEM 5.  OTHER EVENTS

     Reference is made to the press release of Registrant, issued on October 28,
1998,  which contains  information  meeting the requirements of this Item 5, and
which is incorporated herein by this reference.  A copy of this press release is
attached to this Form 8-K as Exhibit 99.1.

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<PAGE>

                                   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 hereunto duly authorized.


October 30, 1998                     IWERKS ENTERTAINMENT, INC.




                                By:  /s/ BRUCE HINCKLEY
                                     ------------------------------------------
                                         Bruce Hinckley
                                         Chief Financial Officer

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<PAGE>

                                  EXHIBIT INDEX

EXHIBITS                                                            PAGE NUMBER
- --------                                                            -----------

99.1              Press Release dated October 28, 1998.



                                                                    Exhibit 99.1

IWERKS ENTERTAINMENT ANNOUNCES FISCAL FIRST-QUARTER 1999 RESULTS

     BURBANK,  Calif.--(BUSINESS WIRE)--Oct. 28, 1998--Iwerks Entertainment Inc.
(Nasdaq  NM:IWRK - news)  reported  financial  results for its fiscal 1999 first
quarter ended Sept. 30, 1998.

     The  company  reported  a net loss of  $990,000,  or $0.08  per  share,  on
revenues  of $7.4  million  for the  quarter.  This  compares  to a fiscal  1998
first-quarter  net loss of  $506,000,  or $0.04 per share,  on  revenues of $8.1
million. Earnings before interest, taxes, depreciation and amortization (EBITDA)
was $41,000 for the three months ended Sept. 30, 1998,  compared to $596,000 for
the corresponding prior-year period.

     "Iwerks achieved  positive EBITDA this quarter for the first time since the
first quarter of last year," said Charles Goldwater,  Iwerks president and chief
executive  officer.  "Our  improved  EBITDA and cash flow  compared  to the most
recent three  quarters  are a notable and  significant  initial  signal that our
strategic   and   operational   initiatives   are  taking  root.  We  have  also
substantially  reduced  the net  loss  experienced  in the  prior  three  fiscal
quarters,  and  bookings  for both of our  major  product  lines  were up fairly
significantly  over  last  year's  quarter,  representing  revenue  that will be
recorded primarily in fiscal 1999.

     "In addition,  the company's  cash position of over $9.3 million,  combined
with less than $0.9 million of long-term debt and stockholders' equity in excess
of $35.8 million, position the company for recovery and, ultimately, growth."

     Goldwater   continued:   "This  quarter  has  also  seen  some  other  very
encouraging  signs.  During the quarter,  Iwerks signed  contracts for three new
TurboRide  installations  in  Scotland,  Austria  and  Italy,  as  well  as  two
large-format  theater  installations  in Scotland and Italy.  An Iwerks  theater
became the first  large-format  theater to open in South America,  and an Iwerks
theater  scheduled  to open  later  this  year  will be South  America's  second
large-format  theater.  These  developments   demonstrate  the  success  of  our
increased sales efforts around the world.

     "During the first  quarter we also  announced  an important  alliance  with
Media  Technology  Source (MTS),  the largest  independent  full-service  cinema
equipment  dealer  in the  world.  This  partnership  makes  Iwerks  and MTS the
ultimate  one-stop  shop for  theater  developers  and  gives  us a  competitive
advantage in the services and pricing we can offer our clients in building their
large-format, ride simulation and other unique attractions."

     Goldwater added:  "Iwerks also participated in the opening of two more Dave
and Buster's  establishments  this quarter,  our fourth and fifth joint ventures
with  D&B,  including  the  first  3-D  installation  at their  Palisades,  N.Y.
facility."

     Revenues for the three months ended Sept. 30, 1998 were lower than the same
period last year primarily as a result of lower sales from the touring  division
as well as lower sales of simulation and large-format theaters,  particularly in
Asia and South  America.  Lower  hardware  sales in those regions were partially
offset by increases in sales in North America and Europe. Gross profit

<PAGE>

percentage  was 27% in the first quarter of fiscal 1999 compared with 41% in the
same period in 1998.  The decrease in gross profit  percentage was due primarily
to lower  margins  in the  touring  division,  which  experienced  a decline  in
revenues while costs  remained  relatively  stable,  and a change in the overall
sales product mix.

     Selling,  General and Administrative expenses were lower by $868,000 in the
current quarter,  primarily as a result of reduced  employee-related expense due
to lower staffing levels;  lower marketing  expenses for trade shows; and higher
legal and  professional  fees  recorded in the first quarter of the prior fiscal
year  associated with a proposed  merger,  which was defeated by shareholders in
March 1998.

     Iwerks Entertainment is one of the world's leading  full-service  providers
of high-tech entertainment systems,  support services and film-based software in
large-format,  ride  simulation and specialty venue  attractions.  More than 250
Iwerks  attractions  can be  found  worldwide  at  location-based  entertainment
centers, amusement parks, movie theaters, family entertainment centers, shopping
centers, casinos, resorts,  nightclubs,  restaurants,  museums, fairs, festivals
and more. Visit Iwerks Entertainment on the World Wide Web at www.iwerks.com.

     Forward-Looking  Statements Disclosure

     With the exception of the  historical  information,  the matters  discussed
above include  forward-looking  statements that involve risks and uncertainties.
Among the important factors that could cause actual results to differ from those
indicated in the forward-looking  statements are the ongoing economic conditions
and situation in the Asia Pacific  region,  the level of available  sales in the
rest of the world,  costs of sales and the  ability of the  company to  maintain
pricing levels necessary to maintain gross profit margins, the level of selling,
general and administrative  costs, the performance by the company under existing
purchase  contracts and the ability to obtain new contracts,  the success of the
company's  owned and  operating  strategy,  the  success of the  company's  film
software and the effects of competition.

                            IWERKS ENTERTAINMENT INC.
                              Financial Highlights
                            Fiscal 1999 First Quarter
                        (in 000s, except per-share data)

Condensed Consolidated Statements of Operations

                                        Three Months Ended
                                           (unaudited)

                                  Sept. 30, 1998    Sept. 30, 1997


Revenue                              $ 7,373         $ 8,052

Cost and expenses:
   Cost of Sales                       5,378           4,789
   Selling, General
    & Administrative                   3,050           3,918

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<PAGE>

         Total costs                   8,428           8,707

Interest income,
 net                                      65             149

Net loss                              $ (990)         $ (506)

Basic and diluted
 net loss per common
 share                               $ (0.08)        $ (0.04)

Weighted avg shares
 outstanding - basic and
 diluted                              12,346          12,160

Condensed Consolidated Balance Sheets

                                   Sept 30., 1998      June 30, 1998
                                    (unaudited)          (audited)

ASSETS
Cash and short-term investments       $ 9,307          $ 10,464
Other current assets                   10,028             9,167
Properties and film inventory, net     13,161            13,050
Goodwill                               14,585            14,742
Other assets                            3,513             3,380


Total assets                         $ 50,594          $ 50,803


LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities                  $ 13,854          $ 12,887
Long-term liabilities                     892             1,082
Stockholders' equity                   35,848            36,834


Total liabilities &
 stockholders' equity                $ 50,594          $ 50,803

CONTACT:
     Iwerks Entertainment Inc., Burbank
     Bruce Hinckley, 818/955-7800
                or
     BSMG Worldwide
     Joe Kessler, 310/966-5510

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