<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
Quarterly report under Section 13 or 15 (d) of the Securities Exchange Act of
1934
For the transition period from November 1, 1997 to December 31, 1997
---------------- -----------------
Commission file number 0-19997
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College Television Network, Inc.
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(Exact Name of Small Business Issuer as Specified in Its Charter)
Delaware 13-3557317
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
5784 Lake Forrest Drive. Suite 275 Atlanta, GA 30328
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(Address of Principal Executive Offices)
(404) 256-4444
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(Issuer's Telephone Number, Including Area Code)
UC Television Network Corp. 645 Fifth Avenue New York, NY 10022
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Fiscal year ended was October 31
--------------------------------
(Former Name, Former Address and Former Fiscal Year, if Changed
Since Last Report)
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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___
-
Number of shares of common stock outstanding as of January 30, 1998: 8,015,148
Transitional Small Business Disclosure Format (check one): Yes___ No X
-
<PAGE>
ITEM 1. FINANCIAL STATEMENTS
College Television Network, Inc.
BALANCE SHEET
December 31, 1997
(Unaudited)
ASSETS
<TABLE>
<S> <C>
Current assets:
Cash and cash equivalents.............................................. $ 11,438,289
Accounts receivable.................................................... 1,122,069
Prepaid expenses....................................................... 72,044
Other current assets................................................... 29,070
-----------------
Total current assets................................................ 12,661,472
Property and equipment, net............................................... 2,027,244
Other assets.............................................................. 18,103
-----------------
TOTAL ASSETS......................................................... $ 14,706,819
=================
LIABILITIES
Current liabilities:
Accounts payable..................................................... $ 216,221
Accrued expenses...................................................... 810,208
Dividends payable..................................................... 2,309
Current portion of capital lease obligation........................... 154,975
Total current liabilities............................................ 1,183,713
-----------------
Long-term portion of capital leases...................................... 94,719
-----------------
Redeemable preferred stock............................................... 3,333
-----------------
TOTAL LIABILITIES......................................................... $ 1,281,765
-----------------
STOCKHOLDERS' EQUITY
Capital stock:
Preferred stock - $.001 par; authorized
500,000 shares; none issued
Common stock - $.005 par; authorized 100,000,000 shares;
issued and outstanding 8,015,153 shares.............................. 40,076
Additional paid in capital................................................ 30,241,704
Accumulated deficit....................................................... (16,856,726)
-----------------
Total stockholders' equity.......................................... 13,425,054
-----------------
</TABLE>
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<TABLE>
<S> <C>
TOTAL............................................................... $ 14,706,819
=================
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
COLLEGE TELEVISION NETWORK, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Two Months Ended
December 31,
1997 1996
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<S> <C> <C>
Revenues....................................................... $ 595,846 $ 416,250
Interest....................................................... 110,879 7,335
----------------- -----------------
Total revenues......................................... 706,725 423,585
----------------- -----------------
Expenses
Operating.............................................. 326,159 189,999
Selling, general, and administrative................... 1,380,836 447,565
Depreciation and amortization.......................... 135,657 120,496
----------------- -----------------
1,842,652 758,060
----------------- -----------------
NET LOSS. . . . . . . . . . . . . . . ......................... $(1,135,927) $ (334,475)
================= =================
Loss per share . . . . . . . . . . . . ........................ $ (0.14) $ (0.15)
Weighted average number of
common shares outstanding. . .................................. 8,015,153 2,185,831
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
COLLEGE TELEVISION NETWORK, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Two Months Ended
December 31,
----------------------------------
1997 1996
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<S> <C> <C>
Cash flows from operating activities:
Net loss............................................................ $(1,135,927) $ (334,475)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization................................... 135,657 120,496
Changes in operating assets and liabilities:
(Increase) in accounts receivable............................. (113,279) (170,191)
Decrease in prepaid expenses.................................. 24,128 22,578
Decrease (increase) in other current assets................... 1,785 (17,524)
(Decrease) increase in accounts payable ...................... (252,410) 66,341
(Decrease) increase in accrued expenses....................... (62,208) 22,304
----------- ----------
Net cash used in operating activities....................... (1,402,254) (290,471)
----------- ----------
Cash flows used in investing activities:
Purchases of property and equipment................................. (253,929) (157,866)
----------- ----------
Net cash used in investing activities....................... (253,929) (157,866)
----------- ----------
Cash flows from financing activities:
Net proceeds from exercise of stock options......................... -- 23,952
----------- ----------
Net cash provided by financing activities................... -- 23,952
----------- ----------
NET DECREASE IN CASH AND CASH EQUIVALENTS.............................. (1,656,183) (424,385)
Cash - beginning of period............................................. 13,094,472 1,158,738
----------- ----------
CASH AND CASH EQUIVALENTS - END OF PERIOD.............................. $11,438,289 $ 734,353
=========== ==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
COLLEGE TELEVISION NETWORK, INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-QSB and Item 310(b) of
Regulation S-B. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. These financial statements should be read in conjunction
with the Company's financial statements for the fiscal year ended October 31,
1997 included in the Annual Report as filed on Form 10-KSB with the United
States Securities and Exchange Commission.
In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included.
The results of operations for the two months ended December 31, 1997 are
not necessarily indicative of the results of operations for a full fiscal year
of the Company.
NOTE (A) - The Company:
- ----------------------
College Television Network, Inc., formerly UC Television Network Corp.
("the Company"), is a broadcasting company which owns and operates the College
Television Network ("CTN"), a proprietary commercial television network
operating on college and university campuses, through single channel television
systems placed primarily in campus dining facilities and student unions.
Substantially all of the Company's revenues are derived from advertising
displayed on CTN. At December 31, 1997, the Company had an installed base of
approximately 241 entertainment systems at various colleges and universities
throughout the United States.
The Company's revenues are affected by the pattern of seasonality common to
most school-related businesses. Historically, the Company generates a
significant portion of its revenues during the period of September through May
and substantially less revenues during the summer months when colleges and
universities do not hold regular classes.
NOTE (B) - Commitments and Contingencies:
- ----------------------------------------
In connection with the Company's acquisition of the rights to and inventory
of video jukeboxes in 1991, the Company agreed to pay two former stockholders an
aggregate of $100,000, one-half being payable at such time as the Company's net
pre-tax income equals at least $500,000, and the balance being payable at such
time as the Company has an additional $500,000 in net pre-tax earnings. The
Company will provide for these contingent liabilities at the time in which
ultimate payment is considered probable.
On November 5, 1996, the Company signed an agreement with Turner Private
Networks, Inc. to provide news and sports programming on CTN during the period
from April 1, 1997 to March 31, 2000 for an aggregate cost of $890,095, payable
in equal installments during the term of the agreement after an initial payment
of $30,000.
The Company executed an equipment rental agreement with Hughes Network
Systems on November 6, 1996. The agreement calls for the installation of 200
systems for receiving satellite transmissions with payments aggregating $328,032
over a three-year period. At the end of such period, the Company may purchase
the equipment for $1.00. The equipment is accounted for as a capital lease with
the related asset of
<PAGE>
$242,060 and liability of $249,694 included in the Balance Sheet at December 31,
1997. Future minimum lease payments are contingent upon the total number of
systems leased at any given time. The Company is currently researching the
feasibility of a new broadcast platform for CTN. The impact of this potential
change in delivery methods to the financial statements cannot be determined at
this time.
NOTE (C)-
Subsequent Events:
- -----------------
The Company acquired Link Magazine, a New York City-based
publication to college students, from Creative Media Generations, Inc,. a
New Jersey corporation ("Creative Media") on January 12, 1998. Founded in
1993, Link Magazine is a free publication sent to approximately 1,000,000
college students at 358 colleges and universities, through a proprietary
distribution process. The magazine generates revenues through advertising
sales. In the fiscal years ended December 31, 1997 and December 31, 1996,
the magazine generated revenues of approximately $1,074,000 and $1,520,000,
respectively; however, the magazine has not generated any profits.
The Company acquired substantially all of the assets of Creative Media
in exchange for the assumption of certain liabilities of Creative Media.
The Company entered into employment agreements with Peter L. Kraft, the
President of Creative Media and Benjamin A. Stark, Jr., the Executive Vice-
President of Creative Media. The Company also entered into a five year
Consulting Agreement with Arthur H. Diedrick, Jr., the Chairman of Creative
Media.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
The following discussion and analysis should be read in conjunction with
the Company's financial statements appearing elsewhere in this report.
Information contained or incorporated by reference in this report contains
"forward looking statements" which can be identified by the use of forward-
looking terminology such as "believes," "expects," "may," "will," "should" or
"anticipates" or the negative thereof or other variations thereon or comparable
terminology, or by discussions of strategy. No assurance can be given that the
future results covered by the forward-looking statements will be achieved.
RESULTS OF OPERATION
The Company is a broadcasting company which owns and operates the College
Television Network ("CTN"), a proprietary commercial television network
operating on college and university campuses, through single-channel television
systems (collectively, the "Systems" and individually, a "System") placed free
of charge primarily in campus dining facilities and student unions.
Substantially all of the Company's revenues are derived from advertising
displayed on CTN. At December 31, 1997, CTN was installed or contracted for
installation at approximately 281 locations at various colleges and universities
throughout the United States. The Company believes CTN currently reaches a
viewership of approximately 800,000 daily impressions.
The Company's revenues are affected by the pattern of seasonality common to
most school-related businesses. Historically, the Company generates a
significant portion of its revenues during the period of September through May
and substantially less revenues during the summer months when colleges and
universities do not hold regular classes.
The following table sets forth certain financial data derived from the
Company's statement of operations for the two month transitional period ended
December 31, 1997 and December 31, 1996:
<TABLE>
<CAPTION>
Two Months ended Two Months ended
December 31, 1997 December 31, 1996
----------------- -----------------
% of % of
$ Revenues $ Revenues
--------------------- ---------------------
<S> <C> <C> <C> <C>
Revenues................................... 595,846 100% 416,250 100%
Operating expenses......................... 326,159 55 189,999 46
Selling, general, and administrative....... 1,380,836 232 447,565 108
Depreciation and amortization.............. 135,657 23 120,496 29
Interest income............................ 110,879 19 7,335 2
Net loss................................... 1,135,927 191 334,475 80
</TABLE>
<PAGE>
Revenues increased by 43% to 595,846 for the two months ended December 31,
1997 from $416,250 for the comparable period last year. Increased commitments
from existing customers combined with new customers was the primary source of
this increase. In addition, the Company increased its advertising rates charged
during the fiscal year ended October 31, 1997 ("Fiscal 1997"). The Company
recently changed its fiscal year end for years subsequent to Fiscal 1997 to
December 31. The Company anticipates continued sales growth during the year
ending December 31, 1998 ("Fiscal 1998") by continuing to expand its advertiser
base and by further increasing the amount charged for its advertising spots to
reflect the anticipated increase in viewership. Although the Company has
agreements with national advertisers and has held discussions or had prior
agreements with other national advertisers, no assurance can be given that these
or other advertisers will continue to purchase advertising time from the
Company, or that future significant advertising revenues will ever be generated.
A failure to significantly increase advertising revenues could have a material
impact on the operations of the Company.
Operating expenses increased to $326,159 for the two month period ended
December 31, 1997 from $189,999 for the same period last year. The increase over
the comparible prior year period is primarily attributable to additional
programming costs for improved programming for CTN. Furthermore, the Company
incurred expenses in 1997 directly related to the commencement of satellite
transmission of the network.
Selling, general, and administrative ("SG&A") expenses increased to
$1,380,836 for the two month period ended December 31, 1997 from $447,565 for
the same period last year. The primary reasons for this increase are
attributable to the Company's efforts to increase market awareness for the
network. This is being achieved by expanding the Company's management team,
advertising and affiliate sales forces, opening additional regional sales
offices, and instituting a more aggressive advertising and marketing campaign
for CTN. Although a significant increase in these expenses was incurred during
Fiscal 1997, the Company believes a benefit will be achieved in future years as
the network's advertising revenues and numbers of affiliates continues to grow.
Depreciation and amortization expense totaled $135,657 for the two month
period ended December 31, 1997 as compared to $120,496 for the comparable prior
year period. The 1997 increase is primarily attributable to System retrofit
costs associated with the change to a satellite delivered system.
Interest income increased to $110,879 for the two month period ended
December 31, 1997 as compared to $7,335 for the comparable prior year period.
The significant increase in 1997 is attributable to higher interest rates and
greater average cash balances directly related to the April 1997 purchase of a
majority of the Company's Common Stock by U-C Holdings, L.L.C., a Delaware
limited liability company.
The Company has incurred substantial losses since commencement of its
operations and anticipates that such losses will continue in Fiscal 1998. The
net loss increased to $1,135,927 for the two month period ended December 31,
1997 as compared to $334,475 for the comparable prior year period. The large
increase in the 1997 net loss for this two month period is reflective of the
Company's continued efforts to expand the advertising and affiliate bases. The
Company has spent more on programming, system installation, maintenance and
overhead expenses as the number of employees has increased significantly.
Management of the Company believes this expansion is necessary in order to grow
the advertising and affiliate levels to a point where the Company will achieve
profitability.
<PAGE>
FINANCIAL CONDITION AND LIQUIDITY
At December 31, 1997, the Company had working capital of $11,477,759. At
such date, the Company's cash and cash equivalents totaled $11,438,289.
Cash used in operations increased to $1,402,218 during the two months ended
December 31, 1997 from $290,551 for the comparable period last year. The impact
of increased sales during the two month period ended December 31, 1997 was more
than offset by additional expenditures related to personnel added as part of the
Company's effort to expand its network and advertiser base. This increase was
also attributable to the timing of collections of accounts recievable and
payments of accounts payable.
Purchases of property and equipment increased to $253,965 during the two
months ended December 31, 1997 from $157,786 for the comparable period last year
due to the purchase of additional network systems coupled with the purchase of
furniture and equipment needed for the addition of new regional offices and
additional employees hired during the fiscal year.
On November 5, 1996, the Company signed an agreement with Turner Private
Networks, Inc. to provide news and sports programming on CTN during the period
from April 1, 1997 to March 31, 2000 for an aggregate cost of $890,095, payable
in equal installments during the term of the agreement after an initial payment
of $30,000.
The Company executed an equipment rental agreement with Hughes Network
Systems on November 22, 1996. The agreement calls for the installation of 200
systems for receiving satellite transmissions with payments aggregating $328,032
over a three year period. At the end of such period, the Company may purchase
the equipment for $1.00.
The Company has incurred substantial losses since commencement of its
operations and anticipates that such losses will continue in Fiscal 1998. In
order to reach the stage where the Company is profitable, it is expected that
additional expenditures will be required to increase the affiliate base and to
market the network properly to attract more advertisers.
Although to this point the Company has not achieved profitability, the
Company believes it has sufficient working capital available to continue
operating as a going concern through the end of Fiscal 1998.
<PAGE>
PART II
OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 2. Changes in Securities.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security-Holders.
None.
Item 5. Other Information.
The Company acquired Link Magazine, a New York City-based
publication to college students, from Creative Media Generations, Inc,. a
New Jersey corporation ("Creative Media") on January 12, 1998. Founded in
1993, Link Magazine is a free publication sent to approximately 1,000,000
college students at 358 colleges and universities, through a proprietary
distribution process. The magazine generates revenues through advertising
sales. In the fiscal years ended December 31, 1997 and December 31, 1996,
the magazine generated revenues of approximately $1,074,000 and $1,520,000,
respectively; however, the magazine has not generated any profits.
The Company acquired substantially all of the assets of Creative Media
in exchange for the assumption of certain liabilities of Creative Media.
The Company entered into employment agreements with Peter L. Kraft, the
President of Creative Media and Benjamin A. Stark, Jr., the Executive Vice-
President of Creative Media. The Company also entered into a five year
Consulting Agreement with Arthur H. Diedrick, Jr., the Chairman of Creative
Media.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibit 27 - Financial Data Schedule
(b) A report on Form 8-K dated November 24, 1997 disclosed the
resignation of C. Thomas McMillen as a director of the Company effective as of
November 24, 1997. No other reports on Form 8-K have been filed for the
transition period for which this report is being filed.
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
COLLEGE TELEVISION NETWORK INC.
Registrant
Date: February 13, 1998 /s/ Jason Elkin
--------------------------------------
Jason Elkin
Chief Executive Officer and
Chairman of the Board
(Principal Executive Officer)
Date: February 13, 1998 /s/ Patrick Doran
--------------------------------------
Patrick Doran
Chief Financial Officer, Secretary and
Treasurer (Principal Accounting
and Financial Officer)
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED FINANCIAL STATEMENTS CONTAINED IN THE DECEMBER 31, 1997 TRANSITION
REPORT FILED ON FORM 10-QSB AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 2-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 11,438,289
<SECURITIES> 0
<RECEIVABLES> 1,122,069
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 12,661,472
<PP&E> 4,751,337
<DEPRECIATION> 2,724,093
<TOTAL-ASSETS> 14,706,819
<CURRENT-LIABILITIES> 1,183,713
<BONDS> 0
3,333
0
<COMMON> 40,076
<OTHER-SE> 13,384,978
<TOTAL-LIABILITY-AND-EQUITY> 14,706,819
<SALES> 595,846
<TOTAL-REVENUES> 706,725
<CGS> 326,159
<TOTAL-COSTS> 326,159
<OTHER-EXPENSES> 1,516,493
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,135,927)
<EPS-PRIMARY> (.14)
<EPS-DILUTED> (.14)
</TABLE>
