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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER
0-23396
CUSIP NUMBER
__________
(Check One): / / Form 10-K / / Form 20-F / / Form 11-K /x/ 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.
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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:
PART I - REGISTRANT INFORMATION
Skyline Multimedia Entertainment, Inc.
Full Name of Registrant
______________________________
Former Name if Applicable
350 Fifth Avenue
Address of Principal Executive Office (Street and Number)
New York, New York 10118
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.
(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)
In light of the closing of several significant financing transactions which
necessitated preparation of additional disclosure in the financial
statement footnotes (including relating to FAS 123, Accounting for
Stock-Based Compensation) and MD&A disclosures relating to such financing
transactions and other recent developments in the Company's business, and
the preparation of several required exhibits to the Form 10-QSB, the
Company was unable to complete the Edgarization process in time to file its
Quarterly Report on February 14, 1997 and will therefore file one business
day late on February 18, 1997.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Neil S. Belloff, Esq. (212) 940-6644
(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
(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.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: February 14, 1997 By: s/Neil S. Belloff
Neil S. Belloff
Assistant Secretary
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.
(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).
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.
(Attach Extra Sheets if Needed)
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"EXHIBIT A"
SKYLINE MULTIMEDIA ENTERTAINMENT, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
DECEMBER 31 DECEMBER 31
1996 1995 1996 1995
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<S> <C> <C> <C> <C>
Revenues:
Ticket Sales $ 1,392,000 $ 1,113,000 $ 2,966,000 $ 2,466,000
Concession Sales 270,000 257,000 647,000 557,000
Sponsorship Income 87,000 78,000 143,000 153,000
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TOTAL REVENUES 1,749,000 1,448,000 3,786,000 3,176,000
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Operating Expenses:
Costs of Merchandise Sold 97,000 95,000 230,000 197,000
Selling, General and Administrative 2,144,000 1,037,000 3,462,000 2,148,000
Depreciation and Amortization 157,000 125,000 293,000 243,000
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Total Operating Expenses 2,398,000 1,257,000 3,985,000 2,588,000
Income/(loss) from Operations (649,000) 191,000 (199,000) 588,000
Net interest (expense)/income (72,000) 1,000 (74,000) (1,000)
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Income/(loss) before provision
for income taxes (721,000) 192,000 (273,000) 587,000
Income tax expense (Note 12) 20,000 15,000 164,000 30,000
Net Deferred Tax Benefit (Note 3) (229,000) -0- (824,000) -0-
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Net income/(loss) $ (512,000) $ 177,000 $ 387,000 $ 557,000
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Net income/(loss) per share
of common stock $ (.18) $ .06 $ .14 $ .20
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Weighted average number of shares
(excludes 670,000 escrow shares) 2,876,000 2,876,000 2,876,000 2,840,000
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</TABLE>
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Results of Operations
Revenues. Revenues generated during the three and six months ended
December 31, 1996, aggregated $1,749,000 and $3,786,000, respectively,
compared to $1,448,000 and $3,176,000, respectively for the three and six
months ended December 31, 1995. The increase in revenue for the three and six
months ended December 31, 1996, from the prior year period is primarily due to
the additional revenues of approximately $275,000 generated from Magic on
Broadway and an increased average ticket price for New York Skyride combined
with higher attendance for the six month period. Additionally, a sponsorship
agreement with a major distributor of photographic and magnetic imaging
equipment was signed during December 31, 1995 thereby contributing a full
quarter of sponsorship income during the quarter ended December 31, 1996,
compared to a partial period during the quarter ended December 31, 1995.
Management expects to continue to supplement its primary revenue stream
from ticket sales for New York Skyride by soliciting corporate sponsorships
from a number of key consumer product companies. During the three and six month
period ended December 31, 1996 the Company earned approximately $87,000 and
$173,000 in sponsorship income as a result of monthly fees and capital
improvements received. Current agreements with the Company's three sponsors are
expected to provide annual sponsorship fees aggregating approximately
$1,300,000 during the five year duration of such agreements which commenced
November 1994. Approximately $702,000 of such income has been received to date,
of which $120,000 was received during the six month periods ended December 31,
1996 and 1995. Additionally, management expects that these sponsorships will
generate additional revenue for the Company in the form of increased ticket
sales through joint marketing and promotional programs.
Operating expenses . Operating expenses incurred during the three and
six months ended December 31, 1996, aggregated $2,398,000 and $ 3,985,000,
respectively, compared to $ 1,257,000 and $2,588,000, respectively, for the
three and six months ended December 31,1995. The increase is due primarily to
an increase of approximately $150,000 in payroll and related expenses at the
New York Skyride for the three months ended December 31, 1996, as well as
certain start-up expenses of approximately $550,000 relating to the opening of
XS New York. These XS New York related expenses include, among other things,
payroll and related expenses of approximately $257,000, real estate taxes of
approximately $43,000, consulting and promotional expenses of approximately
$83,000 and an allocation of corporate overhead and administrative expenses of
approximately $105,000. Additionally, the Compny expended $250,000 in
connection with its involvement in "Magic on Braodway".
Net Income and Earnings Per Share . Net Income / (Loss) and Earnings/
(Loss) Per Share were $(512,000) and $(.18), and $387,000 and $ .14,
respectively, for the three and six months ended December 31, 1996 as compared
to $177,000 and $ .06, and $557,000 and $.20, respectively, for the three and
six months ended December 31, 1995. The net loss of $(512,000) for the quarter
ended December 31, 1996 was the result of a Loss of approximately $(553,000)
related to certain start-up costs attributable to XS New York (see operating
expenses), and a Loss of approximately $(250,000) as a result of the Company's
involvement in "Magic on Broadway". These losses were partially offset by
income of approximately $60,000 from New York Skyride and a deferred tax
benefit of $229,000. During the quarter ended December 31, 1995, New York
Skyride operations produced income of $177,000 with no deferred tax benefit
realized.
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As a result of net operating loss carryforwards from prior years, the
Company recognized net deferred taxbenefits of $595,000 or $.20 per share and
$229,000 or $.08 per share for the quarters ending September 30, 1996 and
December 31, 1996, respectively. For the three and six months ended December
31, 1995 there was a provision for certain state and local taxes of $15,000 and
$30,000, respectively, with no benefit recognized for net operating loss
carryforwards.
Working Capital. Working capital deficiency at December 31, 1996, was
approximately $(182,000) compared to working capital of approximately
$1,917,000 at December 31, 1995. The reduction in working capital is primarily
the result of the XS New York buildout of $5,726,000 and deferred project
leasing and financing costs aggregating $409,000 related to the Company's
capital investments in XS New York and XS Chicago.
