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UNITED STATES | OMB Number: 3235-0058 |
SECURITIES AND EXCHANGE COMMISSION | Expires: June 30, 1991 |
Washington, D.C. 20549 | Average estimated burden |
| hours per response....2.50 |
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FORM 12b-25 | SEC FILE NUMBER |
| 0-23396 |
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NOTIFICATION OF LATE FILING | CUSIP NUMBER |
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(Check One): |X| Form 10-KSB |_| Form 20-F |_| Form 11-K
|_| Form 10-QSB |_| Form N-SAR
For Period Ended: June 30, 1997
[ ] 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. |
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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 I - REGISTRANT INFORMATION
Skyline Multimedia Entertainment, Inc.
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Full Name of Registrant
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Former Name if Applicable
350 Fifth Avenue
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Address of Principal Executive Office (Street and Number)
New York, New York 10118
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City, State and Zip Code
PART II - RULES 12b-25(b) AND (c)
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)
/X/ | (a) The reasons described in reasonable detail in Part III of this
| form could not be eliminated without unreasonable effort or
| expense;
|
/X/ | (b) The subject annual report, or semi-annual report, transition
| report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR, or
| portion 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.
SEC 1344(8-89) (Attach Extra Sheets if Needed)
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PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period. (Attach Extra Sheets if Needed)
The Company's independent public accountants have not yet completed
their audit of the Company's fiscal year ended June 30, 1997.
Additionally, the Company is in the process of resolving certain events
which transpired subsequent to the fiscal year end which will be
disclosed in the Company's annual report on Form 10-KSB.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Neil S. Belloff, Esq. (212) 969-3208
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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 reports)
been filed? If answer is no, identify report(s).
|X| Yes |_| No
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(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
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. See attached
explanation on Exhibit "A".
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Skyline Multimedia Entertainment, 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: September 29, 1997 By: /s/ Steven Schwartz
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Steven Schwartz
Executive Vice President-Finance
Chief Financial Officer
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.
SEC 1344(8-89) (Attach Extra Sheets if Needed)
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Intentional misstatements or omissions of fact constitute
Federal Criminal Violations (see 18 U.S.C. 1001).
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| |
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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 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.
SEC 1344(8-89) (Attach Extra Sheets if Needed)
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EXHIBIT A
Revenues. Revenues generated during the three and twelve months ended June
30, 1997, aggregated $3,218,000 and $8,774,000, respectively, compared to
$1,611,000 and $5,978,000, respectively, for the three and twelve months ended
June 30, 1996. The increase in revenue for the three and twelve months ended
June 30, 1997, from the prior year period is primarily due to the commencement
of operations of the Company's XS New York facility during March 1997, which
accounted for total revenues of $2,449,000 during the year ended June 30, 1997.
Operating Expenses. Operating expenses incurred during the three and twelve
months ended June 30, 1997, aggregated $3,960,000 and $11,296,000 respectively,
compared to $1,430,000 and $5,257,000, respectively, for the three and twelve
months ended June 30, 1996. The increase is due primarily to an increase of
approximately $400,000 in payroll and related expenses at New York Skyride for
the twelve months ended June 30, 1997, as well as certain start-up expenses of
approximately $1,915,000 relating to the opening of XS New York. These XS New
York related expenses include, among other things, payroll and related expenses
of approximately $1,288,000, real estate taxes of approximately $76,000, legal,
consulting and promotional expenses of approximately $251,000, and an allocation
of corporate overhead and administrative expenses of approximately $300,000.
Additionally, the Company incurred a loss of $250,000 in connection with its
involvement in "Magic on Broadway" during the twelve month period ended June 30,
1997. Included in operating expenses for the year ended June 30, 1997 are
liabilities to vendors aggregating $594,000 in connection with revenue sharing
arrangements relating to use of such vendor's equipment at XS New York
.
Net Income/loss and Earnings Per Share. Net income (loss) and
earnings/(loss) per share before deferred taxes for the three and twelve months
ended June 30, 1997 were ($922,000) and ($.33), and ($3,029,000) and ($1.07),
respectively, for the three and twelve months ended June 30, 1997 as compared to
$201,000 and $.07, and $706,000 and $.25, respectively, for the three and twelve
months ended June 30, 1996. The net loss before deferred taxes for the quarter
ended June 30, 1997 included a loss of approximately $1,158,000 related to
certain start-up costs attributable to XS New York (see "Operating Expenses"
above) and a loss of approximately $66,000 from New York Skyride. During the
quarter ended June 30, 1996, New York Skyride operations generated a profit of
approximately $181,000 with no deferred tax benefit realized.
In addition to the net loss before deferred taxes, the Company incurred
losses and losses per share of ($340,000) and ($.12), during the twelve months
ended June 30, 1997, as a result of an increase in reserve against the Company's
deferred tax asset. This resulted from the uncertainty of the Company being
able to use this benefit to offset future taxable income.
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Year Ended June 30
1997 1996
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Revenues:
Ticket sales $ 7,223,000 $4,609,000
Concession sales 1,200,000 1,049,000
Sponsorship income 351,000 320,000
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8,774,000 5,978,000
Operating expenses:
Cost of merchandise sold 508,000 410,000
Selling, general and administrative 9,692,000 4,345,000
Depreciation and amortization 1,096,000 502,000
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11,296,000 5,257,000
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Income (loss) from operations (2,522,000) 721,000
Interest income 44,000 120,000
Interest expense (522,000) (100,000)
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Income (loss) before provision for
income taxes (3,000,000) 741,000
Income tax expense (benefit) 29,000 35,000
Net deferred tax expense (benefit) 340,000 (340,000)
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Net income (loss) ($3,369,000) $1,046,000
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Net income (loss per share of common
stock (Note B(1)) ($1.19) $.37
Weighted average number of shares of
common stock outstanding (excludes
670,000 escrow shares) 2,825,000 2,858,000
