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| SEC FILE NUMBER |
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): [ ] Form 10-KSB [ ] Form 20-F [ ] Form 11-K
[X] Form 10-QSB [ ] Form N-SAR
For Period Ended: December 31, 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. |
- -------------------------------------------------------------------------------
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.
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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)
<PAGE>
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 is in the process of resolving certain events and
providing additional disclosure with respect thereto, which events
transpired subsequent to the end of the fiscal period and which will
be disclosed in the Company's quarterly report on Form 10-QSB.
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".
===============================================================================
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: February 17, 1997 By: /s/ Steven Schwartz
------------------------- ----------------------------------
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.
Intentional misstatements or omissions of fact constitute
Federal Criminal Violations (see 18 U.S.C. 1001).
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| |
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SEC 1344(8-89) (Attach Extra Sheets if Needed)
<PAGE>
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)
<PAGE>
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
1997 1996 1997 1996
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Revenues:
Attraction sales $ 2,468,000 $ 1,392,000 $ 5,190,000 $ 2,966,000
Concession sales 249,000 270,000 575,000 647,000
Sponsorship income 88,000 87,000 176,000 173,000
----------- ----------- ----------- -----------
Total Revenues 2,805,000 1,749,000 5,941,000 3,786,000
----------- ----------- ----------- -----------
Operating Expenses:
Cost of merchandise sold 166,000 97,000 291,000 230,000
Selling, general and administrative 3,474,000 2,144,000 6,146,000 3,462,000
Depreciation and amortization 446,000 157,000 904,000 293,000
----------- ----------- ----------- -----------
Total Operating
Expenses 4,086,000 2,398,000 7,341,000 3,985,000
----------- ----------- ----------- -----------
(Loss) from operations (1,281,000) (649,000) (1,400,000) (199,000)
Net interest (expense) (Notes 6 and
7) (206,000) (72,000) (426,000) (74,000)
----------- ----------- ----------- -----------
(Loss) before provision for income
taxes (1,487,000) (721,000) (1,826,000) (273,000)
Income tax expense (Note 3) 0 20,000 0 164,000
Net deferred tax benefit (Note 3) 0 (229,000) 0 (824,000)
----------- ----------- ----------- -----------
Net income/(loss) $(1,487,000) $ (512,000) $(1,826,000) $ 387,000
=========== =========== =========== ===========
Basic earnings/(loss) per share $ (.89) $ (.29) $ (1.09) $ .22
=========== =========== =========== ===========
Diluted earnings/(loss) per share $ (.89) $ (.29) $ (1.09) $ .14
=========== =========== =========== ===========
Basic Weighted average number of
shares (excludes 670,000 escrow
shares and 1,090,909 preferred
shares) 1,675,000 1,785,000 1,675,000 1,785,000
=========== =========== =========== ===========
Diluted Weighted average number
of shares (excludes 670,000
escrow shares) 1,675,000 1,785,000 1,675,000 2,876,000
=========== =========== =========== ===========
</TABLE>
SEC 1344(8-89) (Attach Extra Sheets if Needed)
<PAGE>
Results of Operations
Revenues. Revenues generated during the three and six months ended
December 31, 1997 aggregated $2,805,000 and $5,941,000, respectively as
compared to $1,749,000 and $3,786,000 respectively for the three and six
months ended December 31, 1996. The increase in revenue for the three and six
months ended December 31, 1997, from the prior year period is primarily due to
the commencement of operations from the Company's XS New York facility, which
accounted for total revenues of $1,382,000 and $2,645,000 during the three and
six months ended December 31, 1997.
Management expects to continue to supplement its primary revenue
stream from ticket sales for New York Skyride and game revenue at XS New York
by soliciting corporate sponsorships from a number of key consumer product
companies. During both the three and six month periods ended December 31, 1997
the Company earned approximately $88,000 in sponsorship income as a result of
monthly fees and capital improvements received from sponsors. 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.
Operating Expenses. Operating expenses incurred during the three and
six months ended December 31, 1997, aggregated $4,086,000 and $7,341,000
compared to $2,398,000 and $3,985,000 for the three and six months ended
December 31, 1996. The increase is due in part to an increase in overhead at
the New York Skyride from $1,301,000 and $2,742,000 for the three and six
months ended December 31, 1996, to approximately $1,460,000 and $3,309,000 for
the three and six months ended December 31, 1997. Additionally, due to the
opening of the Company's new attraction at Times Square there were additional
operating expenses of $1,440,000 for the three months ended December 31, 1997.
Additionally, as a result of defaults on the Woodfield Mall lease, the Company
incurred expenses during the quarter ended December 31, 1997 relating to this
facility aggregating approximately $660,000. These costs included rent accrued
during the period as well as the write-off of all assets acquired relating to
the facility. Also, included in operating expenses during the quarter ended
December 31, 1997 is approximately $120,000 relating to the proposed warrant
exchange offer, which was terminated on November 4, 1997, and approximately
$80,000 in accrued rental expense relating to the additional space in the
Empire State Building.
Net Income/(Loss) and Earnings/(Loss) Per Share. Basic and diluted
net income/(loss) and earnings/(loss) per share available to common
stockholders before deferred taxes were ($1,487,000) and ($.89) and
($1,826,000) and ($1.09) for the three and six months ended December 31, 1997
as compared to ($741,000) and ($.42) and (437,000) and ($.24) for the three
and six months ended December 31, 1996. The net loss for the quarter ended
December 31, 1997 included a loss of approximately ($563,000) related to XS
New York (see "Operating Expenses" above), a loss of approximately ($248,000)
from New York Skyride, and a loss of approximately ($676,000) related to
certain start-up costs and writeoffs in connection with the Company's
Woodfield Mall and proposed Australia sites. During the quarter ended December
31, 1996, New York Skyride operations generated income of approximately
$60,000 with $229,000 in deferred tax benefit realized, offset, in part, by
start-up costs of approximately $550,000 related to XS New York.
As a result of operating loss carryforwards from prior years, the
Company recognized a net deferred tax benefit of $229,000 or $.13 per share,
during the quarter ended December 31, 1996 which was offset by a provision for
certain state and local income taxes of ($20,000) or ($.01) per share. During
the quarter ended December 31, 1997 there was a provision for certain state
and local taxes on capital aggregating $12,000 with no benefit recognized for
net operating loss carryforwards.
Working Capital. Working capital (deficiency) at December 31, 1997,
was approximately ($4,920,000) compared to a working capital (deficiency) of
approximately ($182,000) at December 31, 1996. The reduction in working
capital is primarily the result of the XS New York buildout of approximately
$7,724,000, the operating loss incurred during the past six month period of
($1,826,000), deferred project, leasing and financing costs aggregating
$932,000 related to the Company's capital investments in XS New York and
Sidney Skyride and costs associated with the Company's stock buy-back program
of $601,000.
SEC 1344(8-89) (Attach Extra Sheets if Needed)
