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): February 13, 1998
ALLIANCE ENTERTAINMENT CORP.
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-13054 13-3645913
- -------------------------------------------------------------------------------
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of incorporation) Identification No.)
352 Park Avenue South, New York, New York 10010
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 935-6662
<PAGE>
Item 5. Other Events
On February 13, 1998, Alliance Entertainment Corp. (the "Company") filed
the Trustee's Monthly Reporting Package for the Month Ended December 31, 1997
(the "Trustee's Report"). The Company is required to file this report with the
United States Bankrupty Court and the United States Trustee pursuant to
Bankruptcy Rule 2015 and the United States Trustee's "Operating Guidelines and
Financial Reporting Requirements." The Trustee's Report contains monthly
unaudited consolidating financial statements of Alliance Entertainment Corp. and
its debtor-in-possession subsidiaries, prepared in accordance with the American
Institute of Certified Public Accountants Statement of Position 90-7: "Financial
Reporting by Entities in Reorganization Under the Bankruptcy Code." for the one
month period reported therein.
Certain matters discussed in the Trustee's Report are forward-looking
statements intended to qualify for the safe harbors from liability established
by the Private Securities Litigation Reform Act of 1995. These forward-looking
statements can generally be identified as such because the context of the
statement will include words such as the Company "believes," "expects" or words
of similar import. Similarly, statements that describe the Company's future
plans, objectives, estimates or goals are also forward-looking statements. Such
statements address future events and conditions concerning capital expenditures,
earnings, sales, liquidity and capital resources, and accounting matters. Actual
results in each case could differ materially from those currently anticipated in
such statements, by reason of factors such as future economic conditions,
including changes in customer demand, legislative, regulatory and competitive
developments in markets in which the Company operates; and other circumstances
affecting anticipated revenues and costs.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit 99.1 Trustee's Monthly Reporting Package for the Month Ended
December 31, 1997
<PAGE>
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.
ALLIANCE ENTERTAINMENT CORP.
By:/s/Christopher J. Joyce
----------------------------
Name: Christopher J. Joyce
Title: Executive Vice President,
General Counsel and
Assistant Secretary
Date: February 17, 1998
<PAGE>
EXHIBIT INDEX
Exhibit 99.1 Trustee's Monthly Reporting Package for the Month
Ended December 31, 1997.
TRUSTEE'S MONTHLY REPORTING PACKAGE
FOR THE MONTH ENDED DECEMBER 31, 1997
ALLIANCE ENTERTAINMENT CORP. et al.
(Name of Debtor)
97 B 44673 through 97 B 44687 (BRL) (Jointly Administered)
(Case Numbers)
Willkie Farr & Gallagher
(Debtors' Attorneys)
/s/ David E. Hawthorne
------------------------------------------------
Signed by:
David E. Hawthorne, Executive Vice President, Chief Financial Officer
(Preparer)
<PAGE>
<TABLE>
<CAPTION>
ALLIANCE ENTERTAINMENT CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET (Unaudited)
December 31, 1997
(Amounts in Thousands)
<S> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 4,018
Accounts receivable, net 80,840
Inventory 63,499
Prepaid expenses and advances 3,343
Due From Affiliates
Refundable income taxes 38
Deferred income taxes 1,329
-------------
Total current assets 153,067
INVESTMENTS 8,286
PROPERTY AND EQUIPMENT 26,162
COPYRIGHTS 3,724
COST IN EXCESS OF NET ASSETS
OF BUSINESSES ACQUIRED 46,076
COVENANTS NOT TO COMPETE 3,661
DEFERRED INCOME TAXES 2,858
OTHER ASSETS 5,439
-------------
$ 249,273
=============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Excess of outstanding checks over
bank balance $ 1,494
Notes payable 37,000
Current maturities of long-term debt 415
Accounts payable and accrued expenses 37,491
Income tax payable 224
-------------
Total current liabilities 76,624
LONG-TERM DEBT 5,865
DEFERRED INCOME TAXES 29
LIABILITIES SUBJECT TO SETTLEMENT
UNDER THE REORGANIZATION CASE 439,358
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock 4
Preferred Stock 5
Additional paid-in captial 146,965
Employee notes for stock purchase (52)
Retained earnings (deficit) (419,525)
-------------
(272,603)
-------------
$ 249,273
=============
*The following subsidiaries do not have any operating activity: Alliance
Ventures Inc., AEC Americas, Inc., FL Acquisition Corp. and AEC Acquisition
Corp.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ALLIANCE ENTERTAINMENT CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)
MONTH ENDED December 31, 1997
(Amounts in Thousands)
<S> <C>
Net Sales $ 25,164
Cost of sales 50,947
-------------
Gross profit (25,783)
Selling, general and administrative expenses 16,137
Asset impairment charge 49,231
Amortization of intangible assets 3,034
-------------
68,402
-------------
(94,185)
-------------
Reorganization items 5,755
Other income (expense)
Equity in net income (loss) of unconsolidated
entities (19,890)
Amortization of deferred financing costs (194)
Other income (expense) - net (131)
Interest expense (1,461)
-------------
(21,676)
-------------
Income(loss) before income taxes (121,616)
Provision for income taxes
-------------
Net income (loss) $ (121,616)
=============
*The following subsidiaries do not have any operating activity: Alliance
Ventures Inc., AEC Americas, Inc., FL Acquisition Corp. and AEC Acquisition
Corp.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ALLIANCE ENTERTAINMENT CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)
MONTH ENDED December 31, 1997
(Amounts in Thousands)
<S> <C>
Net Income (Loss) $(121,616)
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Depreciation and amortization 3,580
Equity in net income (loss) of unconsolidated
entities 19,890
Asset impairment charge 49,231
Reorganization items 5,755
Changes in working capital and other, net 47,576
Net cash provided by (used in) operating -------------
activities before reorganization items 4,416
-------------
Reorganization items:
Chapter 11 professional fees paid (889)
-------------
Net cash used by reorganization items (889)
-------------
Net cash provided by (used in)
operating activities 3,527
-------------
Cash Flows From Investing Activities
Purchase of property and equipment 898
(Increase) decrease in investments 8
(Increase) decrease in copyrights 3
(Increase) decrease in other assets (2,607)
Net cash provided by (used in) -------------
Investing Activities (1,698)
-------------
Cash Flows From Financing Activities
Increase (decrease) in excess of out-
standing checks over bank balance 1,064
Net financing proceeds to affiliates
Proceeds from Borrowings
Payments on Borrowings (3,068)
Net Cash provided by (used in) -------------
Financing Activities (2,004)
-------------
Net increase (decrease) in cash: (175)
Cash
Beginning 4,193
-------------
Ending $ 4,018
=============
* The following subsidiaries do not have any operating activity: Alliance
Ventures Inc., AEC Americas, Inc., FL Acquisition Corp. and AEC Acquisition
Corp.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ALLIANCE ENTERTAINMENT CORP. AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET (Unaudited)
December 31, 1997
(Amounts in Thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Alliance
Alliance Eliminations Entertainment
Entertainment AE Land Matrix and Corp. and
Sub-total Corp. Corp Software Execusoft Reclassification Subsidiaries*
---------- ----------- ----------- ---------- ---------- ----------------- --------------
ASSETS
CURRENT ASSETS
Cash and Cash
equivalents $ 345 $ 3,289 $ 190 $ 129 $ 65 $ $ 4,018
Accounts receivable,
net 81,109 (354) 28 57 80,840
Inventory 63,499 63,499
Prepaid expenses 2,926 363 54 3,343
Due from affiliates 4,728 50,833 685 (450) 175 (55,971)
Refundable income taxes 38 38
Deferred income taxes 838 491 1,329
---------- ----------- ----------- ---------- ---------- ----------------- --------------
Total current assets 153,483 54,622 929 (293) 297 (55,971) 153,067
INVESTMENTS, at cost 944 13,046 (5,704) 8,286
PROPERTY AND EQUIPMENT 6,202 40 19,718 202 26,162
COPYRIGHTS 3,724 3,724
COST IN EXCESS OF
NET ASSETS OF
BUSINESS ACQUIRED 46,076 46,076
COVENANTS NOT TO
COMPETE 198 3,463 3,661
DEFERRED INCOME TAXES 683 2,175 2,858
OTHER ASSETS 171 5,125 143 5,439
---------- ----------- ----------- ---------- ---------- ----------------- --------------
$ 165,405 $ 124,547 $ 20,790 $ (91) $ 297 $ (61,675) $ 249,273
========== =========== =========== ========== ========== ================= ==============
LIABILITIES AND STOCKHOLDERS
EQUITY (DEFICIT)
CURRENT LIABILITIES
Excess of outstanding
checks over bank
balance $ 1,494 $ $ $ $ $ $ 1,494
Notes payable 21,605 15,294 101 37,000
Current maturities of
long-term debt 415 415
Accounts payable
and accrued expenses 26,079 11,283 104 25 37,491
Income tax payable 224 224
---------- ----------- ----------- ---------- ---------- ----------------- --------------
Total current
liabilities 49,178 26,801 519 126 76,624
LONG-TERM DEBT 5,865 5,865
DEFERRED INCOME TAXES 29 29
LIABILITIES SUBJECT
TO SETTLEMENT UNDER
THE REORGANIZATION 183,381 264,365 14,479 3,182 538 (26,587) 439,358
STOCKHOLDERS' EQUITY (DEFICIT)
Common Stock 3,123 4 1 13 (3,137) 4
Preferred Stock 5 5
Additional paid-in
capital 26,300 146,965 (26,300) 146,965
Employee notes for
stock purchase (52) (52)
Retained earnings
(deficit) (96,577) (313,570) (73) (3,400) (254) (5,651) (419,525)
---------- ----------- ----------- ---------- ---------- ----------------- --------------
(67,154) (166,648) (73) (3,399) (241) (35,088) (272,603)
---------- ----------- ----------- ---------- ---------- ----------------- --------------
$ 165,405 $ 124,547 $ 20,790 $ (91) $ 297 $ (61,675) $ 249,273
========== =========== =========== ========== ========== ================= ==============
*The following subsidiaries do not have any operating activity: Alliance
Ventures, Inc. AEC Americas, Inc., FL Acquisition Corp. and AEC Acquisition
Corp.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ALLIANCE ENTERTAINMENT CORP. AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET (Unaudited)
December 31, 1997
(Amounts in Thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Independent Passport Passport Castle AEC
National Music Music Concord Communications One Way One Stop
Distributors Distribution Worldwide Records (U.S.) Records Group Sub-total
------------ ----------- ----------- ---------- ------------- -------- ----------- ----------
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 15 $ $ $ 73 $ $ 257 $ $ 345
Accounts receivable, net 4,207 3,065 471 (520) 9,601 64,285 81,109
Inventory 5,057 1,569 3,514 53,359 63,499
Prepaid expenses and
advances 26 2,313 452 135 2,926
Due from Affiliates (2,556) 8,695 698 1,368 (883) (145) (2,449) 4,728
Refundable income taxes 38 38
Deferred income taxes 838 838
------------- ------------ ------------ ------------ -------------- ---------- ------------ ----------
Total current assets 6,723 11,786 698 5,794 (1,403) 13,679 116,206 153,483
INVESTMENTS, at cost 542 402 944
PROPERTY AND EQUIPMENT 230 719 5,253 6,202
COPYRIGHTS 3,724 3,724
COST IN EXCESS OF NET ASSETS
OF BUSINESS ACQUIRED
COVENANTS NOT TO COMPETE 198 198
DEFERRED INCOME TAXES 433 250 683
OTHER ASSETS 16 12 19 43 81 171
------------- ------------ ------------ ------------ -------------- ---------- ------------ ----------
$ 6,739 $ 11,798 $ 698 $ 10,742 $ (1,403) $ 14,441 $ 122,390 $ 165,405
============= ============ ============ ============ ============== ========== ============ ==========
LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Excess of outstanding
checks over bank balance $ $ 5 $ $ $ $ 59 $ 1,430 $ 1,494
Notes payable 2,853 2,634 411 1,163 14,544 21,605
Current maturities of
long-term debt
Accounts payable and
accrued expenses 1,781 610 77 1,918 21,693 26,079
------------- ------------ ------------ ------------ -------------- ---------- ------------ ----------
Total current liabilities 4,634 5 3,244 488 3,140 37,667 49,178
LONG-TERM DEBT
DEFERRED INCOME TAXES
LIABILITIES SUBJECT
TO SETTLEMENT UNDER
REORGANIZATION CASE 72,413 13,888 1,392 7,448 7,310 13,106 67,824 183,381
STOCKHOLDERS' EQUITY (DEFICIT)
Common Stock 1,000 5 22 2,095 1 3,123
Preferred Stock
Additional paid-in capital 16,117 7 27 10,149 26,300
Employee notes for stock
purchase
Retained earnings (deficit) (87,425) (2,107) (694) 1 (9,201) (3,900) 6,749 (96,577)
------------- ------------ ------------ ------------ -------------- ---------- ------------ ----------
(70,308) (2,095) (694) 50 (9,201) (1,805) 16,899 (67,154)
------------- ------------ ------------ ------------ -------------- ---------- ------------ ----------
$ 6,739 $ 11,798 $ 698 $ 10,742 $ (1,403) $ 14,441 $ 122,390 $ 165,405
============= ============ ============ ============ ============== ========== ============ ==========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ALLIANCE ENTERTAINMENT CORP. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF OPERATIONS (Unaudited)
MONTHS ENDED December 31, 1997
(Amounts in Thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Alliance
Alliance Eliminations Entertainment
Entertainment AE Land Matrix and Corp. and
Sub-total Corp. Corp Software Execusoft Reclassifications Subsidiaries*
---------- ------------- ---------- ---------- ---------- ----------------- --------------
Net sales $ 25,066 $ $ $ 98 $ $ $ 25,164
Cost of sales 50,942 5 50,947
---------- ------------- ---------- ---------- ---------- ----------------- --------------
Gross Profit (25,876) 93 (25,783)
Selling, general
and administrative
expenses 18,344 (2,403) (40) 236 16,137
Asset impairment
charge 26,534 22,697 49,231
Amortization of
intangible assets 147 2,887 3,034
---------- ------------- ---------- ---------- ---------- ----------------- --------------
45,025 23,181 (40) 236 68.402
---------- ------------- ---------- ---------- ---------- ----------------- --------------
(70,901) (23,181) 40 (143) (94,185)
---------- ------------- ---------- ---------- ---------- ----------------- --------------
Reorganization items 5,755 5,755
Other income
(expense)
Equity in net income
(loss) of unconsolidated
entities (19,890) (19,890)
Amortization of
deferred financing
costs (192) (2) (194)
Other income (expense)
- net (9) (124) 2 (131)
Interest expense (720) (701) (40) (1,461)
---------- ------------- ---------- ---------- ---------- ----------------- -------------
(729) (20,907) (40) (21,676)
---------- ------------- ---------- ---------- ---------- ----------------- -------------
Income before
income taxes (71,630) (49,843) (143) (121,616)
Provision for
income taxes ---------- ------------- ---------- ---------- ---------- ----------------- -------------
Net income (loss) $(71,630) $ (49,843) $ $ (143) $ $ $ (121,616)
========== ============= ========== ========== ========== ================= =============
*The following subsidiaries do not have any operating activity: Alliance
Ventures, Inc., AEC Americas, Inc., FL Acquisition Corp. and AEC Acquisition
Corp.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ALLIANCE ENTERTAINMENT CORP. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF OPERATIONS (Unaudited)
MONTH ENDED December 31, 1997
(Amounts in Thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Independent Passport Passport Castle AEC
National Music Music Concord Communications One Way One Stop
Distributors Distribution Worldwide Records (U.S.) Records Group Sub-total
------------ ----------- ----------- ---------- ------------- -------- ---------- ------------
Net sales $ (7) $ $ $ 195 $ $ (356) $ 25,234 $ 25,066
Cost of sales (51) 88 4,222 46,683 50,942
------------- ----------- ----------- ----------- ------------- -------- ---------- ------------
Gross Profit 44 107 (4,578) (21,449) (25,876)
Selling, general and
administrative expenses 530 346 141 1,461 15,866 18,344
Asset impairment charge 20,320 1,721 4,493 26,534
Amortization of
intangible assets 15 132 147
------------ ----------- ----------- ----------- ------------- -------- ---------- -----------
20,850 361 1,862 1,461 20,491 45,025
------------ ----------- ----------- ----------- ------------- -------- ---------- -----------
(20,806) (254) (1,862) (6,039) (41,940) (70,901)
------------ ----------- ----------- ----------- ------------- -------- ---------- -----------
Reorganization items
Other income (expense)
Equity in net income
(loss) of unconsolidated
entities
Amortization of deferred
financing costs
Other income (expense)
- net (9) (9)
Interest expense (397) (62) (48) (57) (156) (720)
------------ ----------- ----------- ----------- ------------- -------- ---------- -----------
(397) (62) (48) (57) (165) (729)
------------ ----------- ----------- ----------- ------------- -------- ---------- -----------
Income (loss) before
income taxes (21,203) (316) (1,910) (6,096) (42,105) (71,630)
Provision for
income taxes
------------ ----------- ----------- ----------- ------------- -------- ---------- -----------
Net income (loss) $ (21,203) $ $ $ (316) $ (1,910) $(6,096) $ (42,105) $ (71,630)
============ =========== =========== =========== ============= ======== ========== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ALLIANCE ENTERTAINMENT CORP. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF CASH FLOWS (Unaudited)
MONTH ENDED December 31, 1997
(Amounts in Thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Alliance
Alliance Eliminations Entertainment
Entertainment AE Land Matrix and Corp. and
Sub-total Corp. Corp Software Execusoft Reclassifications Subsidiaries*
---------- ------------ ---------- ----------- ---------- ------------------ ---------------
Net Income (loss) $ (71,630) $ (49,843) $ $ (143) $ $ $ (121,616)
Adjustments to reconcile
net income(loss) to net
cash provided by
operating activities:
Depreciation and
amortization 292 3,125 154 9 3,580
Equity in net income (loss)
of unconsolidated entities 19,890 19,890
Asset impairment charge 26,534 22,697 49,231
Reorganization items 5,755 5,755
Changes in working
capital and other, net 50,349 (2,701) (68) (5) 1 47,576
---------- ------------ ---------- ----------- ---------- ------------------ ---------------
Net cash provided by
(used in) operating
activities before
reorganization items 5,545 (1,077) 86 (139) 1 4,416
---------- ------------ ---------- ----------- ---------- ------------------ ---------------
Chapter 11 professional
fees paid (889) (889)
---------- ------------ ---------- ----------- ---------- ------------------ ---------------
Net cash used by
reorganization items (889) (889)
---------- ------------ ---------- ----------- ---------- ------------------ ---------------
Net cash provided by
(used in) operating
activities 5,545 (1,966) 86 (139) 1 3,527
---------- ------------ ---------- ----------- ---------- ------------------ ---------------
Cash Flows From Investing Activities
Purchase of property
and equipment 320 609 (29) (2) 898
(Increase)Decrease in
Investments 8 8
Investments
(Increase)Decrease in
Copyrights 3 3
Increase in other assets (2,510) (97) (2,607)
Net cash provided by
(used in) ---------- ------------ ---------- ----------- ---------- ------------------ ---------------
Investing Activities (2,179) 512 (29) (2) (1,698)
---------- ------------ ---------- ----------- ---------- ------------------ ---------------
Cash Flows From Financing Activities
Increase (decrease) in
excess of outstanding
checks over bank balance 1,064 1,064
Net financing proceeds
to affiliates (6,145) 6,009 (21) 158 (1)
Proceeds from issuance
of stock
Proceeds for redemption
of stock
Proceeds from borrowings
Payments on borrowings (68) (3,000) (3,068)
Net Cash provided by
(used in) ---------- ------------ ---------- ----------- ---------- ------------------ ---------------
Financing Activities (5,149) 3,009 (21) 158 (1) (2,004)
---------- ------------ ---------- ----------- ---------- ------------------ ---------------
Effect of foreign
currency translation
Net increase (decrease)
in cash: (1,783) 1,555 36 17 (175)
Cash
Beginning 2,128 1,734 154 112 65 4,193
========== ============ ========== =========== ========== ================== ===============
Ending $ 345 $ 3,289 $ 190 $ 129 $ 65 $ $ 4,018
========== ============ ========== =========== ========== ================== ===============
*The following subsidiaries do not have any operating activity: Alliance
Ventures Inc., AEC Americas, Inc., FL Acquisition Corp. and AEC Acquisition
Corp.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ALLIANCE ENTERTAINMENT CORP. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF CASH FLOWS (Unaudited)
MONTH ENDED December 31, 1997
(Amounts in Thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Independent Passport Passport Castle AEC
National Music Music Concord Communications One Way One Stop
Distributors Distribution Worldwide Records (U.S.) Records Group Sub-total
---------------- -------------- --------- --------- --------------- -------- --------- -----------
Net Income (loss) $ (21,203) $ $ $ (316) $ (1,910) $(6,096) $(42,105) $(71,630)
Adjustments to reconcile net
income (loss) to net cash
provided by operating activities:
Depreciation and amortization 20 18 254 292
Equity in net income (loss)
of unconsolidated entities
Asset impairment charge 20,320 1,721 4,493 26,534
Reorganization items
Changes in working capital
and other, net (352) 738 2,330 6,894 40,739 50,349
Net cash provided by (used
in) operating activities ---------------- -------------- --------- --------- --------------- -------- --------- ----------
before reorganization items (1,235) 442 2,141 816 3,381 5,545
---------------- -------------- --------- --------- --------------- -------- --------- ----------
Reorganization items:
Chapter 11 professional
fees paid
---------------- -------------- --------- --------- --------------- -------- --------- ----------
Net cash used by
reorganization items
---------------- -------------- --------- --------- --------------- -------- --------- ----------
Net cash provided by (used in)
operating activities (1,235) 442 2,141 816 3,381 5,545
---------------- -------------- --------- --------- --------------- -------- -------- ----------
Cash Flows From Investing
Activities
(Purchase) disposal of property
(Increase) decrease
in investments 8 8
(Increase) decrease
in copyrights 3 3
(Increase) decrease
in other assets (2,510) (2,510)
Net cash provided by
(used in)
---------------- -------------- --------- --------- --------------- -------- -------- ----------
Investing Activities 3 (2,323) 141 (2,179)
---------------- -------------- --------- --------- --------------- -------- -------- ----------
Cash Flows From Financing
Activities
Increase (decrease) in excess
of outstanding checks
over bank balance (76) (290) 1,430 1,064
Net financing proceeds to
affiliates 1,220 (296) 182 (269) (6,982) (6,145)
Proceeds from Borrowings
Payments on Borrowings (68) (68)
Net Cash provided by
(used in) ---------------- -------------- --------- --------- --------------- -------- -------- ----------
Financing Activities 1,220 (372) 182 (559) (5,620) (5,149)
---------------- -------------- --------- --------- --------------- -------- -------- ----------
Effect of foreign currency
translation
Net increase (decrease) in
cash: (15) 73 257 (2,098) (1,783)
Cash
Beginning 30 2,098 2,128
================ ============== ========= ========= =============== ======== ======== ==========
Ending $ 15 $ $ $ 73 $ $ 257 $ $ 345
================ ============== ========= ========= =============== ======== ======== =========
</TABLE>
<PAGE>
ALLIANCE ENTERTAINMENT CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATING FINANCIAL STATEMENTS
Unaudited Interim Financial Information
The unaudited consolidating financial statements of Alliance Entertainment Corp.
and subsidiaries (the "Company"), have been prepared in accordance with the
American Institute of Certified Public Accountants Statement of Position 90-7:
"Financial Reporting by Entities in Reorganization Under the Bankruptcy Code"
("SOP 90-7") and generally accepted accounting principles applicable to a going
concern, which principles, except as otherwise disclosed, assume that assets
will be realized and liabilities will be discharged in the normal course of
business. The Company filed petitions for relief under Chapter 11 of the United
States Bankruptcy Code ("Chapter 11") on July 14, 1997 (the "Filing"). The
Company is presently operating its business as a debtor-in-possession subject to
the jurisdiction of the United States Bankruptcy Court for the Southern District
of New York (the "Bankruptcy Court").
Except as set forth, the unaudited consolidating balance sheet as of
December 31, 1997, and the unaudited consolidating statements of operations and
cash flows for the month ended December 31, 1997 (interim financial
information), have generally been prepared on the same basis as the audited
financial statements except that the unaudited financial statements. The
financial statements include all adjustments believed by management to be
necessary to fairly reflect the Company's financial position and results of
operations in accordance with generally accepted accounting principles. The
preparation of these financial statements has required the development by
management of a number of significant estimates and assumptions that affect the
reported amounts of assets and liabilities as the date of the financial
statements. Significant estimates inherent in the preparation of the
accompanying financial statements include management's estimate of future cash
flows used as a basis to assess the recoverability of long-lived assets,
adjustments to reduce the carrying value of inventory and accounts receivable to
net realizable value and estimates of cost incurred in connection with
restructuring and related activities. These accounting estimates are subject to
material change in the near term. In addition, the accompanying financial
statements are unaudited and, upon completion of the annual financial statement
audit by the Company's independent accountants may require further
adjustments.Excluded from the Filing were the following non-debtor subsidiaries
of the Company's Proprietary Products Group, including: Castle Communications
plc (and its related affiliates); The St. Clair Entertainment Group, Inc.; and
Red Ant Entertainment LLC ("Red Ant") (and its related affiliates). Accordingly,
the accompanying financial statements have been prepared excluding their
financial position, results of operations and cash flows. The results of
operations of those businesses and the Company's underlying equity therein have
been presented under the equity method of accounting. In the opinion of the
Company, the interim financial information is considered preliminary and may not
include all adjustments, necessary for a fair statement of the results of the
interim period.
Certain information and footnote disclosure normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted from the interim financial information. These
statements should be read in conjunction with the Company's financial statements
(Form 10-K) for the year ended December 31, 1996. The results of operations for
the month ended December 31, 1997, may not be indicative of the operating
results for the full year or any future interim period.
The Company experienced a significant operating loss in 1996 and continued to
post a year-to-date operating loss in 1997. The Company's ability to continue as
a going concern is dependent upon the confirmation of a plan of reorganization
by the Bankruptcy Court, the ability to maintain compliance with debt covenants
under the Revolving Credit and Guaranty Agreement ("DIP Financing Agreement"),
achievement of profitable operations, and the resolution of the uncertainties of
the reorganization case discussed below.
<PAGE>
Restructuring and Other Charges
During the month ended December 31, 1997, approximately $1.4 million was
paid and charged against a liability established by the Company at December 31,
1996 for restructuring and other non-recurring charges relating to the
consolidation plan announced in November, 1996. As of December 31, 1997,
approximately $8.8 million remains to be paid in future periods.
Reorganization under Chapter 11; Pre-Petition Credit Agreement
On June 30, 1997, Alliance Entertainment Corp. ("Alliance" or the "Company")
failed to make the full amortization payment of $1.5 million on its senior
secured credit facility (the "Pre-petition Credit Agreement") and additionally
failed to satisfy a financial covenant requiring the Company raise $35 million
of equity prior to July 1, 1997 and as a result was in default under the
provisions of its Pre-petition Credit Agreement. Under the terms of its
Pre-petition Credit Agreement and as a result of the existing defaults, the
Company's banks had the right to accelerate the maturity of approximately $187
million of outstanding indebtedness.
Additionally, as a result of the defaults under the Pre-petition Credit
Agreement, the Company was blocked from making a July 15, 1997 interest payment
due and payable on the Company's $125 million of 11.25% Senior Subordinated
Notes due 2005.
On July 14, 1997, as a result of the defaults under the Pre-petition Credit
Agreement, the pending payment default on the Company's Senior Subordinated
Notes and an overall inability to operate the Company's business under the
existing liquidity restraints, the Company and fourteen of its wholly-owned
subsidiaries filed voluntarily under Chapter 11 of the Bankruptcy Code in order
to facilitate the reorganization of the Company's core businesses and the
restructuring of the Company's long-term debt, revolving credit and trade and
other obligations. The Company continues to operate with its existing directors
and officers as a debtor-in-possession subject to the Bankruptcy Court's
supervision and orders. Excluded from the filing were certain businesses in the
Company's Proprietary Products Group, including: Castle Communications plc (and
its related affiliates); The St. Clair Entertainment Group, Inc.; and Red Ant
Entertainment LLC ("Red Ant") (and its related affiliates). The filing was made
in the U.S. District Court for the Southern District of New York in Manhattan.
The filing of the petition under Chapter 11 of the Bankruptcy Code resulted in
the occurrence of an Event of Default under the Company's: (i) Indenture
relating to its 11.25% Senior Subordinated Notes due 2005; (ii) Credit
Agreement; (iii) 6% Exchangeable Notes; and (iv) Mortgage Bond for its
distribution facility in Coral Springs, Florida.
Pursuant to the provisions of the Bankruptcy Code, all of the Company's
liabilities as of July 14, 1997, were automatically stayed upon the Company's
filing of its petition for reorganization. In addition, absent approval from the
Bankruptcy Court, the Company is prohibited from paying any pre-petition
obligations. In hearings held on July 14 and 16, 1997, the Bankruptcy Court
approved the Company's request for payment of certain pre-petition wages and
benefits, use of the Company's cash management system and retention of legal and
financial professionals.
<PAGE>
In the Company's Chapter 11 case, substantially all liabilities as of the
date of the Filing are subject to settlement under a plan of reorganization to
be voted upon by the Company's creditors and stockholders and confirmed by the
Bankruptcy Court. Schedules have been filed by the Company with the Bankruptcy
Court setting forth the assets and liabilities of the Company as of the date of
the Filing as shown by the Company's accounting records. Differences between
amounts shown by the Company and claims filed by creditors are being
investigated and resolved. The ultimate amount and settlement terms for
pre-petition liabilities are subject to a plan of reorganization, and
accordingly, are not presently determinable.
Under the Bankruptcy Code, the Company may elect to assume or reject real
estates leases, employment contracts, personal property leases, service
contracts and other executory pre-petition leases and contracts, subject to
Bankruptcy Court approval. The Company cannot presently determine or reasonably
estimate the ultimate liability which may result from the filing of claims for
any rejected contracts or from leases which may be rejected at a future date.
The principal categories of claims classified as "Liabilities subject to
settlement under the reorganization case" are identified below. All amounts
presented below may be subject to future adjustments depending on Bankruptcy
Court actions, further developments with respect to disputed claims,
determination as to the security of certain claims, the value of any collateral
securing such claims, or other events.
<TABLE>
<CAPTION>
Liabilities Subject to Settlement (000's)
-------
Under the Reorganization Case December 31, 1997
- ----------------------------- ---------------------
<S> <C>
Accounts payable and accrued expenses $156,984
Pre-Petition Credit Agreement 144,100
11.25% Senior Subordinated Notes due 2005 125,000
6% Exchangeable Notes 10,805
Other Promissory Notes 1,395
Obligations under capital leases 999
Accounts payable Non-Debtor Subsidiaries 75
--------
$439,358
========
</TABLE>
Alliance intends to present a plan of reorganization to the Bankruptcy
Court to reorganize the Company's core business and restructure the Company's
long-term debt, revolving credit and trade obligations. Under provisions of the
Bankruptcy Code, the Company has the exclusive right to file a plan at any time
prior to April 30, 1998 and to solicit acceptance of a plan of reorganization
until June 30, 1998, each subject to possible extention as approved by the
Bankruptcy Court.
In the event that a plan of reorganization is approved by the Bankruptcy Court,
continuation of the business after reorganization will be dependent upon the
success of future operations and the Company's ability to meet its obligations
as they become due. In the event that such a plan of reorganization is not
approved by the Bankruptcy Court and a Restructuring Plan is not consummated,
the ability of the Company to continue as a going concern depends on the success
of future operations and the ability of the Company to generate sufficient cash
from operations and financing sources to meet its obligations as they become due
and to finance its operations. The accompanying financial statements have been
prepared on a going concern basis, which, except as disclosed, contemplates
continuity of operations, realization of assets and discharge of liabilities in
the ordinary course of business. As a result of the Chapter 11 filing, the
Company may have to sell or otherwise dispose of assets and discharge or settle
liabilities for amounts other than those reflected in the financial statements.
Further, a plan of reorganization could materially change the amounts currently
recorded in the financial statements. The financial statements do not give
effect to all adjustments to the carrying value of assets, or amounts and
classification of liabilities that might be necessary as a consequence of the
proceeding. The appropriateness of using the going concern basis is dependent
upon, among other things, confirmation of a plan of reorganization, success of
future operations and the ability to generate sufficient cash from operations
and financing sources to meet obligations.
<PAGE>
In addition, valuation methods used in Chapter 11 reorganization cases vary
depending on the purpose for which they are prepared and used and are rarely
based on generally accepted accounting principles, the basis on which the
accompanying financial statements are prepared. Accordingly, the values set
forth in the accompanying financial statements are not likely to be indicative
of the values presented to or used by the Bankruptcy Court. As a result,
valuations of the Company based on the accompanying financial statements may be
significantly higher than valuations used by the Company in determining the
amounts to be received, if any, by each class of creditors under a plan of
reorganization.
DIP Financing
In connection with the Company's Chapter 11 filing, on July 16, 1997, the
Company entered into a DIP Financing Agreement with Chase Manhattan Bank
providing for a maximum of $50 million of debtor-in-possession ("DIP") financing
subject to approval by the Bankruptcy Court. The DIP Financing Agreement is
intended to address the Company's immediate working capital needs and to support
the Company's operations during its Chapter 11 proceedings. The Company's use of
the full DIP Financing Agreement was approved by the Court.
The DIP Financing Agreement provides for borrowings under a revolving credit and
a letter of credit facility. Loans under the revolving credit facility bear
interest at either the Alternate Base Rate (as defined in the DIP Financing
Agreement) plus 1.5% or at the Adjusted LIBOR Rate (as defined in the DIP
Financing Agreement) plus 2.75%. Loans under the letter of credit facility bear
interest at the Alternate Base Rate plus 1.5%. The terms of the DIP Financing
Agreement contain certain restrictive covenants including: limitations on the
incurrence of additional guarantees, liens and indebtedness; limitations on the
sale of assets and the making of capital expenditures. The DIP Financing
Agreement also requires that the Company meet certain minimum earnings before
taxes and other expenses as defined through the end of 1998.
Under the DIP Financing Agreement, Chase Manhattan Bank has been given a
perfected first priority lien on all property and assets of the Company and its
fourteen wholly-owned debtor-in-possession subsidiaries. The banks who are
parties to the Pre-Petition Credit Agreement, as well as certain other secured
creditors of the Company, have been granted replacement liens on the Company's
assets (junior to the lien granted under the DIP Financing Agreement) to
adequately protect such creditors' secured claims against the Company prior to
its Chapter 11 filing.
The DIP Financing Agreement expires on January 31, 1999, or earlier upon the
occurrence of certain events, including confirmation of a plan of reorganization
by the Bankruptcy Court, a sale of substantially all of the assets of the
Company, or failure by the Company to receive a final order confirming a plan of
reorganization.
<PAGE>
Sale of Red Ant Subsidiary
On July 23, 1997, the Company and Chase Manhattan amended the DIP Financing
Agreement to provide up to $1.25 million of funding for Red Ant and its
affiliated entities on a non-bankruptcy basis to facilitate the solicitation of
bids from third parties to purchase Alliance's interests in Red Ant. On August
15, 1997, the court approved the sale of 90% of the Company's interest in Red
Ant and its affiliates to Cypress Ventures, Inc. an affiliate of Wasserstein
Perella & Co. ("CVI"), for aggregate cash consideration of $625,000, a twelve
month promissory note in the amount of $425,000 bearing interest at 8% and an
additional commitment from CVI to provide new working capital for Red Ant (in
the form of mezzanine indebtedness senior in priority to the equity interest
holders of Red Ant) up to an amount of approximately $11 million with $3 million
to be provided upon consummation of the sale to CVI.
The sale was completed on August 19, 1997. The Company has taken a non-cash
charge of $17.9 million related to the write-off of the goodwill and its
underlying investment on its Red Ant subsidiary, including $1,050,000 of funding
provided under the DIP Financing Agreement.
Indebtedness
As a result of the Filing, substantially all debt (exclusive of the DIP
Financing Agreement) outstanding at July 14, 1997, was classified as liabilities
subject to settlement. No principal or interest payments are made on any
pre-petition debt (excluding interest payments on the Pre-petition Credit
Agreement with Chase Manhattan Bank) without Bankruptcy Court approval or until
a reorganization plan defining the repayment terms has been approved.
Generally, interest on pre-petition debt ceases accruing upon the filing of a
petition under the Bankruptcy Code. However, if debt is collateralized by an
interest in property whose value (minus the cost of preserving such property)
exceeds the amount of the debt, post-petition interest may be payable. Other
than those noted above, no other determinations have yet been made regarding the
value of the property interests which collateralize various debts. Although
interest may be paid pursuant to an order of the Bankruptcy Court, other than
interest on the Pre-petition Credit Agreement, it is uncertain whether any other
post-petition interest will be payable or paid. The Company believes at this
time that it is unlikely that such interest will be paid. Contractual interest
expense not recorded on certain pre-petition debt (11.25% Senior Subordinated
Notes due 2005, 6% Exchangeable Notes and other promissory notes) totaled
approximately $1.3 million for the month ended December 31, 1997.
Income Taxes
Based upon current operations of the Company and other factors, an income tax
benefit was not recorded for the Company and its fourteen wholly owned
subsidiaries which filed under Chapter 11 for the month ended December 31,
1997. The Company anticipates that pre-tax losses, if any, which may be realized
during the fiscal year ending December 31, 1997, will not result in the
recording of any additional tax benefit by the Company. Further, any net
operating loss carry forwards prior to, and subsequent to the filing date, may
be severely reduced by the bankruptcy case.
<PAGE>
Reorganization Items
The Company recorded the following expense and income items during the
month ended December 31, 1997, directly associated with the Chapter 11
reorganization proceedings and the resulting restructuring of its operations:
(000's)
Month Ended
December 31, 1997
-------------------
Professional fees $ 889
Deferred Financing Costs Write-Off 4,866
Professional fees represent estimates of expenses incurred, primarily for legal,
consulting and accounting services provided to the Company and the creditors
committee (which are required to be paid by the Company while in Chapter 11).
Interest income represents interest earned on cash invested during the Chapter
11 proceeding.
Asset Impairment and Restructuring Charges
On September 22, 1997, the Company announced plans to close operations of
Independent National Distributors, Inc. ("INDI"), the Company's independent
distribution subsidiary by the end of first quarter 1998. During the month of
September, the Company recorded a $42.1 million restructuring and asset
impairment charge in connection with the closure and liquidation of these
operations. Included in the $42.1 million was a non-cash charge of $21.9 million
related to the write-off of goodwill.
In December, 1997, the Company incurred charges of $115.9 million related
to losses from non-core operations and non-recurring and restructuring charges
attributed to write downs of inventory and accounts receivable impacted by the
closure of various operations, costs related to the consolidation of the
Company's Santa Fe Springs facility into its Coral Springs, Florida facility and
asset impairment charges due to discontinuing certain business and sales of
non-core assets.
<PAGE>
ALLIANCE ENTERTAINMENT CORP.
Trade Payables and Insurance
December 31, 1997
To the best of the Company's knowledge, all post-petition trade payables
are current and all insurance policies, including all applicable workers'
compensation and disability insurance policies, are fully paid as of December
31, 1997.
<PAGE>
ALLIANCE ENTERTAINMENT CORP.
(Debtor-In-Possession)
Court Reporting Schedules - Tax Payments and Collections
Month ended December 31, 1997
<TABLE>
<CAPTION>
<S> <C> <C>
Gross Wages Paid $2,401,801.13 Schedule I
Payroll Taxes Withheld 582,843.58 Schedule II
Payroll Taxes Incurred 139,706.04 Schedule III
Gross Taxable Sales 93,216.89 Schedule IV
Sales Tax Collected 7,101.30 Schedule IV
Payment of Payroll Taxes - Schedule V
Payment of Tax Payments 111,567.75 Schedule VI
</TABLE>
<PAGE>
ALLIANCE ENTERTAINMENT CORP.
(Debtor-In-Possession)
Schedule I
Court Reporting Schedules for Payroll Tax Payments and Collections
Two week periods ended December 12 and December 26
GROSS WAGES PAID
<TABLE>
<CAPTION>
<S> <C>
Two Week Period Ended
Date Gross Wages
- --------------------- --------------
December 12, 1997 $1,235,913.45
December 26, 1997 1,165,887.68
--------------
Total $2,401,801.13
==============
</TABLE>
<PAGE>
ALLIANCE ENTERTAINMENT CORP.
(Debtor-In-Possession)
Schedule II
Court Reporting Schedules for Payroll Tax Payments and Collections
Two week periods ended December 12 and December 26
PAYROLL TAXES WITHHELD
<TABLE>
<CAPTION>
<S> <C> <C>
Two Week Periods Ended Payroll Tax
Date Tax Type Withheld
- --------------------- ------------------ -----------
December 12, 1997 Federal Income Tax $197,428.94
FICA &MEDI w/h 72,715.57
State w/h 24,049.17
Local w/h 3,270.56
December 26, 1997 Federal Income Tax 199,892.72
FICA &MEDI w/h 62,157.81
State w/h 20,654.51
Local w/h 2,674.30
-------------
TOTAL $582,843.58
=============
</TABLE>
<PAGE>
ALLIANCE ENTERTAINMENT CORP.
(Debtor-In-Possession)
Schedule III
Court Reporting Schedules for Payroll Tax Payments and Collections
Two week periods ended December 12 and December 26
PAYROLL TAXES INCURRED
<TABLE>
<CAPTION>
<S> <C> <C>
Two Week Period Ended Employer Payroll Amount
Date Tax Contributions Incurred
- --------------------- --------------------- -----------
December 12, 1997 FICA & MEDI Expenses $72,715.67
FUTA 473.85
Disability/SUI 1,995.79
December 26, 1997 FICA & MEDI Expenses 62,157.72
FUTA 488.83
Disability/SUI 1,874.18
-----------
TOTAL $139,706.04
===========
</TABLE>
<PAGE>
ALLIANCE ENTERTAINMENT CORP.
(Debtor-In-Possession)
Schedule IV
Schedules of Sales and Meals Tax Collected
Month Ended December 31, 1997
<TABLE>
<CAPTION>
<S> <C> <C>
Sales Tax Gross Taxable
Taxing Jurisdiction Collected Sales
- -----------------------------------------
Florida Department of Revenue $1,145.62 $19,093.67
State Board of Equilization - California 4,123.00 50,079.00
New York Department of Revenue 453.43 5,750.58
New Jersey Department of Revenue 124.32 2,072.00
State of Michigan - Department of Treasury 149.70 2,495.00
State Board of Equalization - California 1,070.08 13,402.97
New York Department of Revenue 26.15 323.67
--------- ----------
$7,101.30 $93,216.89
========= ==========
</TABLE>
<PAGE>
ALLIANCE ENTERTAINMENT CORP.
(Debtor-In-Possession)
Schedule V
Court Reporting Schedules for Payroll Tax Payments and Collections
Two week periods ended December 12 and December 26
PAYMENT OF TAXES
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Tax Period Tax Type Taxing Jurisdiction Date Paid Amount Paid
- ----------- -------- ------------------- --------- -----------
</TABLE>
The Company's payroll is processed by a third party payroll service.
Accordingly, at each payroll period the Company transfers funds to the payroll
service who in turn makes payments directly to the appropriate taxing
jurisdiction on the Company's behalf.
<PAGE>
ALLIANCE ENTERTAINMENT CORP.
(Debtor-In-Possession)
Schedule VI
Schedules of Tax Payments
Month Ended December 31, 1997
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Tax Jurisdiction Tax Type Amount Paid Date Paid
- -------------------------------------------- ---------------------------- ---------------- --------------------
Florida Department of Revenue Florida Sales and Use Tax $ 1,116.98 December 19, 1997
State Board of Equilization - California California Sales and Use Tax 3,718.00 December 19, 1997
State of Michigan Small Business Tax 1,105.00 December 15, 1997
State of Michigan Michigan Sales Tax 41.70 December 15, 1997
Broward County Revenue Collection Property Tax 98,529.09 December 5, 1997
State of New York Sales Tax 4.74 December 22, 1997
County of Los Angeles Property Tax 7,010.51 December 19, 1997
State of New York Sales Tax 41.73 December , 1997
-------------
$111,567.75
=============
</TABLE>
<PAGE>
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
- ------------------------------------------------x
In re :
: Chapter 11
ALLIANCE ENTERTAINMENT CORP., et al, : Case No. 97 B 44673
: through 97 B 44687 (BRL)
Debtors. :
: (Jointly Administered)
- ------------------------------------------------x
Verification Under Penalty of Perjury
STATE OF NEW YORK )
) ss:
COUNTY OF NEW YORK )
David Hawthorne, being duly sworn, deposes and says:
1. I am Executive Vice President, Chief Financial Oficer of Alliance
Entertainment Corp. The foregoing operating statements of Alliance Entertainment
Corp. and subsidiaries were prepared under my direction.
2. The foregoing operating statements are true and correct to the best of
my knowledge, information and belief.
/s/ David E. Hawthorne
--------------------------------
David E. Hawthorne
Sworn to before me this
12th day of February, 1998
/s/ Maryann Vertucci
- ---------------------------
Notary Public
MARYANN VERTUCCI
NOTARY PUBLIC, STATE OF FLORIDA
My Commmission CC541206
Expires Mar. 19, 2000
