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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER
0-21894
CUSIP NUMBER
836 1533 04
(Check One):
[X] Form 10-K and Form 10-SKB [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended: December 31, 1996
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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_____________________________________________________________________________
Read Attached Instruction Sheet Before Preparing Form. Please Print
or Type.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION
HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.
_____________________________________________________________________________
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
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PART 1--REGISTRANT INFORMATION
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Full Name of Registrant: Source Media, Inc.
Former Name if Available:
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Address of Principal Executive Office (Street and Number):
8140 Walnut Hill Ln, Ste. 1000
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City, State and Zip Code: Dallas, Texas 75231
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PART II--RULES 12b-25(b) AND (c)
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If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following
should be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
(b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion
[X] thereof will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly
report or transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day following
the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
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PART III--NARRATIVE
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State below in reasonable detail the reasons why Form 10-K and Form 10-KSB,
11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report or portion thereof
could not be filed within the prescribed period: The Registrant is currently
negotiating the terms of a private placement of Senior Secured Notes with
warrants to purchase approximately 1,875,000 shares of the Registrant's common
stock. Because of the complexity of the transaction and the fact that the
individuals charged with finalizing the negotiations and consummating the
transaction on behalf of the Registration are the same individuals who are also
responsible for compiling the information required for inclusion in the
Registrant's Form 10-K for its fiscal ended December 31, 1996, the Registrant
has been unable to complete and file its Annual Report on Form 10-K without
unreasonable effort or expense.
(Attach Extra Sheets if Needed)
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PART IV--OTHER INFORMATION
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(1) Name and telephone number of person to contact in regard to this
notification
Michael G. Pate (214) 890-9050
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under section 13 or 15(d) of
the Securities Exchange Act of 1934 or section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
Registrant was required to file such report(s) been filed? If the answer is
no, identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
[X] Yes [ ] No
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If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made. Please refer to the Registrant's
February 13, 1997 release of earnings for the fiscal year ended December 31,
1996, the relevant portions of which are attached hereto as Exhibit A.
SOURCE MEDIA, INC.
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(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date March 31, 1997 By /s/ MICHAEL G. PATE
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Michael G. Pate, Chief
Financial Officer and
Treasurer
INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
person signing the form shall be typed or printed beneath the signature. If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.
_____________________________________________________________________________
ATTENTION
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS (SEE 18 U.S.C. 1001).
_____________________________________________________________________________
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240. 12b-25) of the
General Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General
Rules and Regulations under the Act. The information contained in or filed
with the Form will be made a matter of the public record in the Commission
files.
3. A manually signed copy of the form and amendments thereto shall be
filed with each national securities exchange on which any class of securities
of the registrant is registered.
4. Amendments to the notifications must also be filed on Form 12b-25 but
need not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to difficulties
in electronic filing should comply with either Rule 201 or Rule 202 of
Regulation S-T or apply for an adjustment in filing date pursuant to Rule 13(b)
of Regulation S-T.
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FOR: Source Media, Inc.
APPROVED BY: Michael G. Pate
Chief Financial Officer
Source Media, Inc.
(214) 890-9050, ext. 119
CONTACT: Morgen-Walke Associates
Andrea Kaimowitz/Cindy Miller
(212) 850-5600
FOR IMMEDIATE RELEASE
SOURCE MEDIA, INC. ANNOUNCES YEAR END RESULTS
DALLAS, TEXAS--FEBRUARY 13, 1997--SOURCE MEDIA, INC. (NASDAQ: SRCM) today
reported results for the fiscal year and fourth quarter ended December 31,
1996, a year in which the Company repositioned its IT Network electronic
telephone directory service and launched its Interactive Channel television
browser and programming service.
Monetary revenues for the year ended December 31, 1996 were $8,575,000,
compared with $9,342,000 reported for 1995. Nonmonetary revenues, which relate
to barter contracts, were $9,944,000 for 1996 compared with $15,944,000 for
1995. The Company reported a net loss attributable to common stockholders for
1996 of $13,855,000, or $1.39 per common share, compared with a net loss
attributable to common shareholders of $10,602,000, or $1.65 per common share,
for 1995 and expects to incur a net loss of at least this level during 1997. The
Company will require additional financing by the first part of the second
quarter to meet anticipated working capital expenditure needs associated with
its business plan for 1997.
Monetary revenues for the fourth quarter of 1996 were $2,169,000, compared with
$2,239,000 for the fourth quarter of 1995. Nonmonetary revenues for the fourth
quarter of 1996 were $1,903,000, compared with $3,275,000 for the fourth quarter
of 1995. The Company reported a net loss attributable to common stockholders
for the fourth quarter of 1996 of $4,687,000, or $0.47 per common share,
compared with a net loss attributable to common stockholders of $2,149,000, or
$0.25 per common share, for the fourth quarter of 1995.
Source Media is a leader in the interactive programming services industry.
Source Media's Interactive Channel is an on-line television browser and
programming service that delivers interactive news, weather, sports,
entertainment, television program guide, shopping, games and educational
services on demand over today's cable systems. Source Media has carriage
agreements to distribute the Interactive Channel with Century Communications,
Cablevision Systems Corp., and Marcus Cable Company, L.P. Source Media's IT
Network provides electronic telephone directory services for Yellow Pages
directories delivered to over 40 million households across the country.
Safe Harbor Statement under the Private Securities Litigation Reform Act of
1995: Statements that are not historical facts, including statements about
confidence and strategies and plans and expectations about new and existing
products, services, technologies and opportunities, industry growth, demand,
demand and acceptance of new and existing products, and returns on investments
in products and markets are forward-looking statements that involve risks and
uncertainties that could significantly impact Source Media. These include but
are not limited to the projected and historical losses of Source Media,
developmental nature of its business, uncertainty of subscriber acceptance for
the Interactive Channel, possible obsolescence of Source Media's technology,
sources and degree of competition, possible unavailability of equipment and
other factors discussed from time to time in source Media's Securities and
Exchange Commission filings.
- Tables To Follow -
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SOURCE MEDIA, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(Thousands except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended December 31, Year Ended December 31,
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1996 1995 1996 1995
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<S> <C> <C> <C> <C>
Monetary revenues $2,169 $2,239 $8,575 $9,342
Nonmonetary revenues 1,903 3,275 9,944 15,944
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Total revenues 4,072 5,514 18,519 25,286
Monetary cost of sales 778 1,090 3,485 4,937
Nonmonetary cost of sales 1,903 3,275 9,944 15,944
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Total cost of sales 2,681 4,365 13,429 20,881
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Gross profit 1,391 1,149 5,090 4,405
Selling, general and
administrative expenses 3,666 2,091 11,747 7,952
Amortization of intangible
assets 258 258 1,031 1,031
Research & development
expenses 1,916 1,136 6,331 3,750
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Operating loss ($4,449) ($2,336) ($14,019) ($8,328)
Net interest expense
(income) 127 (53) (174) 137
Other expense (income) 111 (134) 10 (277)
Charges related to
financing incentives -- -- -- 1,581
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Net loss ($4,687) ($2,149) ($13,855) ($9,769)
Preferred stock dividends -- -- -- 833
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Net loss attributable to
common shareholders ($4,687) ($2,149) ($13,855) ($10,602)
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Net loss per common
shares outstanding ($0.47) ($0.25) ($1.39) ($1.65)
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Weighted average common
shares outstanding 9,944 8,445 9,935 6,413
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</TABLE>
