<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996
-------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 0-26368
-------
TRANSMEDIA ASIA PACIFIC, INC.
-----------------------------
(Exact name of Registrant as specified in its charter)
DELAWARE 13-3760219
- ------------------------------- ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation of Identification No.)
organization)
11 ST. JAMES'S SQUARE, LONDON SW1Y 4LB, ENGLAND
-----------------------------------------------
(Address of principal executive offices) (zip code)
U.K. 011-44-171-930-0706
------------------------
(Registrant's telephone number,
including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days
Yes /X/ No / /
The number of Shares outstanding of the issuer's common stock, $.00001 par
value, as of August 12, 1996: 12,469,590
<PAGE> 2
TRANSMEDIA ASIA PACIFIC, INC. AND SUBSIDIARIES
PART I: CONDENSED FINANCIAL INFORMATION
ITEM 1 ............................................................ Pages 3-10
Financial Statements
Consolidated Statements of Operations for the three months ended June 30, 1996
(unaudited) and June 30, 1995 (unaudited) and the nine months ended June 30,
1996 (unaudited) and June 30, 1995 (unaudited)
Condensed Consolidated Balance Sheets as at:
- - September 30, 1995
- - June 30, 1996 (unaudited)
Consolidated Statements of Cash Flows for the three months ended June 30, 1996
(unaudited) and June 30,1995 (unaudited) and the nine months ended June 30, 1996
(unaudited) and June 30, 1995 (unaudited)
Consolidated Statement of Stockholders Equity for the three month periods ended
December 31, 1995 (unaudited), March 31,1996 (unaudited) and June 30, 1996
(unaudited)
Notes
ITEM 2 ............................................................ Pages 11-13
Management's Discussion and Analysis of Financial
Condition and Results of Operations
PART II: OTHER INFORMATION........................................ Page 14
SIGNATURES ........................................................ Page 15
2
<PAGE> 3
TRANSMEDIA ASIA PACIFIC, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
PART I: CONDENSED FINANCIAL INFORMATION
ITEM 1.
The condensed consolidated financial statements included herein have been
prepared in conformity with generally accepted accounting principles in the
United States and should be read in conjunction with the September 30, 1995 Form
10-K filing. The statements are unaudited but reflect all adjustments
(consisting only of normal recurring accruals) which, in the opinion of
management, are necessary for a fair presentation of the company's financial
position and the results of operations. The results for the nine months and
three months ended June 30, 1996 are not necessarily indicative of the results
to be expected for the full year.
3
<PAGE> 4
TRANSMEDIA ASIA PACIFIC, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Three months Three months Nine months Nine months
ended ended ended ended
June 30, June 30, June 30, June 30,
1995 1996 1995 1996
(unaudited) (unaudited) (unaudited) (unaudited)
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Revenues $ 344,008 $ 414,160 $ 815,284 $ 1,256,307
Membership fees 15,997 70,648 15,997 151,498
----------- ----------- ----------- -----------
Total revenues and fees 360,005 484,808 831,281 1,407,805
Cost of sales (224,020) (277,098) (538,088) (834,504)
----------- ----------- ----------- -----------
Gross profit 135,985 207,710 293,193 573,301
Selling, general and
administrative expenses (560,975) (659,649) (1,682,117) (2,092,640)
----------- ----------- ----------- -----------
Loss from operations (424,990) (451,939) (1,388,924) (1,519,339)
Interest income 29,871 1,386 60,332 10,041
----------- ----------- ----------- -----------
Loss before income taxes (395,119) (450,553) (1,328,592) (1,509,298)
Income taxes -- -- -- --
----------- ----------- ----------- -----------
Net loss (395,119) (450,553) (1,328,592) (1,509,298)
=========== =========== =========== ===========
Loss per common and
common equivalent share $ (0.03) $ (0.04) $ (0.11) $ (0.12)
=========== =========== =========== ===========
Weighted average number of
common and common
equivalent shares outstanding 12,228,414 12,469,590 11,953,331 12,469,590
=========== =========== =========== ===========
</TABLE>
See accompanying notes to the condensed consolidated financial statements.
4
<PAGE> 5
TRANSMEDIA ASIA PACIFIC, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
September 30, June 30,
1995 1996
(unaudited)
------------- -----------
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents $ 941,098 $ 107,835
Restaurant credits (net of allowance for irrecoverable
credits of $58,152 at June 30, 1996 and of $40,418
at September 30, 1995) 593,418 620,164
Sundry debtors 77,289 119,617
Amounts due from related parties (note 2) 619,277 364,143
Other current assets 70,748 20,750
---------- ----------
2,301,830 1,232,509
Total current assets
Property and equipment, (net of accumulated
depreciation $40,056 at September 30, 1995 and
$64,283 at June 30, 1996) 141,775 145,238
Intangible assets, (net of accumulated
amortisation of $122,720 at September 30, 1995
and $214,760 at June 30, 1996) 1,868,855 1,776,852
---------- ----------
TOTAL ASSETS $4,312,460 $3,154,599
========== ==========
</TABLE>
See accompanying notes to the condensed consolidated financial statements.
5
<PAGE> 6
TRANSMEDIA ASIA PACIFIC, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
September 30, June 30,
1995 1996
(unaudited)
------------- -----------
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Bank overdraft $ 126,148 $ 50,839
Trade accounts payable 116,918 192,364
Deferred membership fee income 128,990 188,267
Accrued liabilities 246,236 291,171
Amount due to related parties 9,524 --
----------- -----------
Total Current Liabilities $ 627,816 $ 722,641
----------- -----------
STOCKHOLDERS' EQUITY
Preferred stock, $0.01 par value per share
Authorised 5,000,000 shares; none issued -- --
Common stock, $0.00001 par value per share
Authorised 20,000,000 shares;
(12,469,590 issued and outstanding at September 30, 1995
and at June 30, 1996) 125 125
Additional paid in capital 6,235,758 6,235,758
Cumulative foreign currency translation
adjustment 949 45,311
Unearned compensation (212,250) --
Accumulated deficit (2,339,938) (3,849,236)
----------- -----------
Total Stockholders' Equity $ 3,684,644 $ 2,431,958
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 4,312,460 $ 3,154,599
=========== ===========
</TABLE>
See accompanying notes to the condensed consolidated financial statements.
6
<PAGE> 7
TRANSMEDIA ASIA PACIFIC, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Three months Three months Nine months Nine months
ended ended ended ended
June 30, June 30, June 30, June 30,
1995 1996 1995 1996
(unaudited) (unaudited) (unaudited) (unaudited)
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Cash flows from Operating Activities:
- Net loss $ (395,119) $ (450,553) $(1,328,592) (1,509,298)
Adjustment to reconcile net loss
to net cash used in operating activities
- Depreciation 8,215 7,932 21,810 22,870
- Amortisation of licence 30,680 30,680 92,040 92,040
- Provision for irrecoverable restaurant credits -- 8,041 -- 15,741
- Deferred membership fees 133,194 112,244 133,194 56,698
- Amortisation of deferred compensation 17,000 62,250 17,000 212,250
Changes in assets and liabilities:
- Trade accounts payable 73,106 9,719 73,106 73,107
- Accrued liabilities (119,977) 13,771 71,643 35,411
- Restaurant credits (22,297) (64,462) (300,764) (30,618)
- Other current assets -- -- (11,183) 50,000
- Sundry debts 10,530 (40,425) (39,244) (42,328)
---------- ---------- ----------- -----------
Net cash used in operating activities (264,668) (310,803) (1,270,990) (1,024,127)
---------- ---------- ----------- -----------
Cash flows from investing activities:
- Loans to related parties (198,000) (15,450) (245,688) (325,450)
- Repayment of related party loans -- 167,557 -- 248,250
- Receipts from related parties -- -- -- 90,307
- Charges from related parties -- 74,671 -- 242,222
- Disposal/(purchase) of property
and equipment 52,935 (8,695) (42,847) (23,499)
---------- ---------- ----------- -----------
Net cash (used in)/from investing activities (145,065) 218,083 (288,535) 231,830
---------- ---------- ----------- -----------
Cash flows from financing activities:
- Bank overdraft (48,563) 50,840 -- (75,308)
- Net proceeds from issuance
of common stock 1,592,656 -- 1,592,656 --
- Purchase of Treasury Stock -- -- (20,000) --
---------- ---------- ----------- -----------
Net cash used in financing activities 1,544,093 50,840 1,572,656 (75,308)
---------- ---------- ----------- -----------
Effects of foreign currency on cash 3,386 19,620 500 34,342
Net increase/(decrease) in cash and
cash equivalents 1,137,746 (22,260) 13,631 (833,263)
---------- ---------- ----------- -----------
Cash and cash equivalents at
beginning of period 787,695 130,095 1,911,810 941,098
---------- ---------- ----------- -----------
Cash and cash equivalents
at end of period $1,925,441 $ 107,835 $ 1,925,441 $ 107,835
========== ========== =========== ===========
</TABLE>
Supplemental disclosures of cash flow information:
No amounts of cash were paid for interest or income taxes for each of the
periods presented
7
<PAGE> 8
TRANSMEDIA ASIA PACIFIC, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Number of Common Additional Cumulative Accumulated Unearned Total
shares stock capital currency translation deficit compensation
adjustment
--------- ------ ---------- -------------------- ----------- ------------ ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, September 30, 1995 12,469,590 $125 $6,235,758 $ 949 $(2,339,938) $(212,250) $3,684,644
Net loss (unaudited) -- -- -- -- (564,625) -- (564,625)
Unearned compensation -- -- -- -- -- 75,000 75,000
---------- ---- ---------- ------- ----------- --------- ----------
Balance, December 31, 1995
(unaudited) 12,469,590 $125 $6,235,758 $ 949 $(2,904,563) $(137,250) $3,195,019
Net loss (unaudited) -- -- -- -- (494,120) -- (494,120)
Unearned compensation -- -- -- -- -- 75,000 75,000
Effect of foreign currency
translation -- -- -- 24,635 -- -- 24,635
---------- ---- ---------- ------- ----------- --------- ----------
Balance, March 31, 1996
(unaudited) 12,469,590 $125 $6,235,758 $25,584 $(3,398,683) $ (62,250) $2,800,534
Net loss (unaudited) -- -- -- -- (450,553) -- (450,553)
Unearned compensation -- -- -- -- -- 62,250 62,250
Effect of foreign currency
translation -- -- -- 19,727 -- -- 19,727
---------- ---- ---------- ------- ----------- --------- ----------
Balance, June 30, 1996
(unaudited) 12,469,590 $125 $6,235,758 $45,311 $(3,849,236) $ -- $2,431,958
========== ==== ========== ======= =========== ========= ==========
</TABLE>
8
<PAGE> 9
TRANSMEDIA ASIA PACIFIC, INC.
Notes to the Condensed Consolidated Financial Statements
1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of Presentation
The balance sheet as of September 30, 1995 was derived from the
Company's audited financial statements.
The information presented in the unaudited condensed consolidated
financial statements, in the opinion of management, reflects all
adjustments (consisting of normal recurring accruals) necessary for a
fair presentation of the results for all interim periods. The results
for the three months and nine months ended June 30, 1996 are not
necessarily indicative of the results to be expected for the full year.
The Company filed a registration statement with the Securities and
Exchange Commission that was declared effective on August 4, 1995.
(b) Description of business
Transmedia Asia Pacific, Inc. was incorporated in Delaware on March 10,
1994.
The Company's main business activity is to make "cash advances" to
restaurants in exchange for food and beverage credits, which are then
recovered as the Company's cardholders utilise their restaurant charge
cards. Presently, the Company has operations in Australia.
The Company has been granted a license (the "Transmedia License"), to
operate a specialised restaurant charge card business in Asia and the
Pacific Rim (the "Licensed Territories") by Transmedia Network Inc.
('Network'), a corporation which is incorporated in the United States
of America.
As of June 30, 1996, Transmedia Asia Pacific, Inc. has equity interests
in the following companies:
Name Country of Incorporation % Owned
Transmedia Asia Pacific plc Australia 100%
(c) Restaurant Credits
Restaurant credits represent the total advances made to participating
restaurants ("Company Participating Restaurants") in exchange for
credits less the amount by which these credits are recouped by the
Company as a result of cardholders ("Company Cardholders") utilising
their card ("The Restaurant Card") at Company Participating
Restaurants. The amount by which such credits are recouped amounts to
approximately 50% of the retail value of food and beverages consumed by
Company Cardholders. The Company reviews recoverability of credits and
establishes an allowance for credits to restaurants that have ceased
operations or whose credits may not be utilised by cardholders.
The amount of funds advanced to Company Participating Restaurants are
generally unsecured and are recoverable as cardholders utilise their
restaurant charge card at the respective restaurant. In certain cases,
the Company may request a personal guarantee from the owner of a
restaurant with respect of the recoverability of the advance if the
restaurant ceases operations or ceases to be a participating
restaurant. Generally, no other forms of collateral or security are
obtained from the restaurant owners.
(d) Membership Fees
Membership fees collected are deferred and are recognized as revenue in
equal monthly instalments.
9
<PAGE> 10
TRANSMEDIA ASIA PACIFIC, INC.
Notes to the Condensed Consolidated Financial Statements
(e) License Cost
The Company evaluates the carrying value of its investment in License
Costs for impairment based on an estimate of future undiscounted net
cash flows that are expected to be generated and are directly
attributable to the Transmedia License. If the sum of those estimated
future undiscounted cash flows is less than the carrying value of the
license costs, it is the policy of the Company to measure impairment on
the basis of the fair value of the license costs, using a discounted
cash flow technique. In the opinion of management, there was no
permanent impairment in the carrying value of the license costs at
September 30, 1995 or at June 30, 1996.
2. RELATED PARTIES
Amounts due from related parties consist of the following:
<TABLE>
<CAPTION>
September 30, June 30,
1995 1996
---- ----
<S> <C> <C>
E Guinan III $ 43,891 $ --
Conestoga Partners Inc. 155,169 26,260
Transmedia Europe Inc. 416,280 333,751
Paul Harrison 3,937 4,132
-------- --------
$619,277 $364,143
======== ========
</TABLE>
Information regarding the activity with respect to the amounts due from
related parties is as follows:
<TABLE>
<CAPTION>
Conestoga Transmedia
E Guinan III Partners Inc. Europe Inc. P Harrison
------------ ------------- ----------- ----------
<S> <C> <C> <C> <C>
Balance September 30, 1995 $ 43,891 $ 155,169 $ 416,280 $3,937
Additions 75,450 -- 250,000 --
Amounts Charged -- -- (242,222) --
Amounts Collected (119,341) (128,909) (90,307) --
Foreign Currency movement -- -- -- 195
--------- --------- --------- ------
Balance June 30, 1996 $ -- $ 26,260 $ 333,751 $4,132
========= ========= ========= ======
</TABLE>
The above loans are unsecured, non interest bearing, and repayable on
demand.
3. UNEARNED COMPENSATION
On June 16, 1995 the Company entered into an agreement with Nomura,
Wasserstein, Perella Co. Ltd. to provide certain consulting services
through June 16, 1996. Pursuant to such agreement, the Company has
issued 100,000 shares of common stock to Nomura, Wasserstein, Perella
and Co. Ltd.
The restricted shares and an equal amount of unearned compensation have
been included in the balance sheet at the fair value of the shares at
the date at which they were issued, considered to be $3.00 per share,
and compensation expense for services rendered will be recorded on a
periodic basis. In addition a $100,000 retainer has been paid.
10
<PAGE> 11
TRANSMEDIA ASIA PACIFIC, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
GENERAL
The Company was formed in Delaware in March 1994 to exploit the rights granted
to it under the License Agreement. The License Agreement enables the Company to
operate within the Licensed Territories, but the Company has, to date, operated
only in Australia. It is the Company's intention to consider possible expansion
of its operation into other Licensed Territories during the current fiscal year
through the granting of franchises or otherwise.
The Company commenced operations in Australia by launching in Sydney with The
Sydney Morning Herald newspaper in November 1994. In September 1995 the Company
launched with The Age newspaper in Melbourne. The results from these promotions
have been encouraging. The Company is now operating in Australia's two largest
cities and has recently launched in Brisbane. The Company is developing further
marketing programmes, some of which may be substantial, to increase the number
of Company Cardholders. Association with The Sydney Morning Herald and its
sister newspaper The Age has provided both The Restaurant Card in particular and
the Company's business in general with an enhanced profile in the Australian
business and restaurant community. The nature of the Company's business is such
that there is a lead time before profitable operations can be anticipated, but
it is believed that this has been expedited by the newspaper promotions, both in
respect of the number of Company Cardholders and the number of Company
Participating Restaurants.
As of June 30, 1996 the Company had approximately 9,600 Company Cardholders and
350 Company Participating Restaurants.
Certain statements in this Report under the caption "Management's Discussion and
Analysis of Financial Condition and Results of Operations" constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995, including, without limitation, statements
regarding future cash requirements. Such forward-looking statements involve
known and unknown risks, uncertainties and other factors which may cause the
actual results, performance or achievements of the Company, or industry results,
to be materially different from any future results, performance, or achievements
expressed or implied by such forward-looking statements. Such factors include,
among others, the following: general economic and business conditions; industry
capacity; industry trends; demographic changes; competition; the loss of a
significant amount of Company Cardholders or Company Participating Restaurants;
changes in business strategy or development plans; quality of management;
availability, terms and deployment of capital; business abilities and judgment
of personnel; availability of qualified personnel; changes in, or the failure
comply with, government regulations; and other factors referenced in this
Report.
RESULTS OF OPERATIONS
THREE MONTH PERIOD ENDED JUNE 30, 1995
The Company generated sales of $344,008 for the three month period ended June
30, 1995, excluding membership fees of $15,997. Sales represent the retail value
of food and beverages consumed by Company Cardholders at Company Participating
Restaurants, less the discount that is granted to Company Cardholders.
Membership fees were waived for the first six months, as part of The Sydney
Morning Herald promotion, hence this is the first quarter such fees have been
charged. Membership fees are charged at Australian $70 per Company member for a
year's membership. The Company may waive membership fees in future in order to
attract new Company Cardholders or to encourage use of The Restaurant Card by
existing Company Cardholders.
Cost of sales for the period amounted to $224,020. Cost of sales is
approximately 50% of the food and beverages consumed by Company cardholders and
represents the recovery of the restaurant credits made by the Company to the
respective Company participating restaurants.
11
<PAGE> 12
Selling, general and administration expenses for the period totalled $560,975.
This indicates the Company has been able to control its overhead despite being
in an early stage of growth.
The Company generated $29,871 of interest income.
THREE MONTH PERIOD ENDED JUNE 30, 1996
The Company generated sales of $414,160 for the three month period ended June
30, 1996, excluding membership fees of $70,648. The Company launched over 35
Brisbane Company Participating Restaurants in the July restaurant directory.
During the period the Company signed a joint marketing agreement with Westpac
Bankcorp, which is one of Australia's leading domestic banks. The campaign,
which launches on August 14 will feature a 20% savings no fee card being offered
to 1.5m. Westpac Bankcorp customers. Management are confident that this
campaign, backed by the endorsement of a leading domestic bank and which also
addresses the Australian market's apparent resistance to card membership fees,
will generate a significant increase in cardholder numbers and revenues. This
campaign also marks an important development into the financial services sector.
Cost of sales for the period amounted to $277,098 and gross profit amounted to
$207,074.
Selling, general and administration expenses for the period totalled $659,649 (a
reduction of 9 % over the previous quarter). The Company generated $1,386 of
interest income.
NINE MONTH PERIOD ENDED JUNE 30, 1995
Revenues for the nine months ended June 30, 1996 amounted to $815,284. The
Company began generating revenues from operations in November 1994 as management
began recruiting Company Participating Restaurants. Revenues increased
significantly on a monthly basis from November 1994 as the Company increased its
base of Company Cardholders as a result of the Sydney Morning Herald promotion
and also increased the number of Company Participating Restaurants.
Cost of sales for the nine months ended June 30, 1995 amounted to $538,088 and
gross profit amounted to $293,193.
Selling, general and administration expenses for the period totalled $1,682,117
consisting primarily of salaries, rents, commissions, and other general overhead
costs. The Company generated $60,332 of interest income.
NINE MONTH PERIOD ENDED JUNE 30, 1996
The Company generated sales of $1,256,307 for the nine month period ended June
30, 1996, excluding membership fees of $151,498. There has been a significant
increase in both sales (a 54% increase over 1995) and membership during the
period. This can be principally attributed to the impact of the September 1995
launch in Melbourne with The Age newspaper. The Company has also been well
received by the Melbourne restaurant community, having attracted a number of top
award winning restaurants as Company Participating Restaurants. This success has
been repeated in Brisbane, approaching 50% of those restaurants receiving awards
in the Queensland State Premier's 1996 annual tourist awards are now Company
Participating Restaurants.
Cost of sales for the nine months ended June 30, 1996 amounted to $834,504 and
gross profit amounted to $573,301.
Selling, general and administration expenses for the period totalled $2,092,640
of which approximately $270,000 relates to start up costs of the planned
Japanese operation. The Company generated $10,041 of interest income.
12
<PAGE> 13
LIQUIDITY AND CAPITAL RESERVES
The Company was initially capitalized with 7,249,500 shares. On May 26, 1994,
the Company issued: (i) 450,000 shares of common stock to Conestoga Partners,
Inc. ("Conestoga") for $450,000; (ii) 590,790 shares were issued to Network as
partial consideration for the purchase of the License; and (iii) 3,525,000
shares were sold to private investors in a private placement at an offering
price of $1 per share. Of the cash proceeds of $3,525,000, $1,000,000 was paid
to Network for further consideration (in addition to the $250,000 paid to
Network by Conestoga and reimbursed to Conestoga by the Company) for the
purchase of the License from the private placement of shares, leaving a balance,
after costs, of $2,322,212 available to the Company for use as working capital
in respect of the utilization by the Company its rights under the License.
Initially such utilization has taken place in Australia through the Company's
wholly owned subsidiary, Transmedia Australia. In the future, the Company may
expand operations in other portions of the licensed territories through
wholly-owned subsidiaries or through unaffiliated sublicensees and franchisees.
In April 1995, the Company completed a second private placement of 573,790
shares of Common Stock at a price of $3 per share. The net proceeds of such
private placement are being used as working capital in respect of the
utilization by the Company of its rights under the License. The net cash to the
Company from the second private placement of shares in April 1995 was
$1,592,656.
On June 16, 1995 the Company entered into an agreement with Nomura, Wassertein,
Perella Co. Ltd. to provide certain consulting services through June 16, 1996.
Pursuant to such agreement, the Company has issued 100,000 shares of common
stock and paid a $100,000 retainer to Nomura, Wasserstein, Perella and Co. Ltd.
In August 1996 the Company completed a private placement of 892,857 shares of
Common Stock at a price of $1.40 per share. The proceeds of $1,250,000 are to be
used for working capital and launching the Restaurant Card in additional cities
in Australia and New Zealand.
Net cash used in operating activities for the nine months ended June 30, 1996
and 1995 was $1,024,127 and $1,270,990 respectively of which $30,618 and
$300,764 respectively represents the net cash outflow for advances to Company
Participating Restaurants.
The most significant investing activities for the nine months ended June 30,
1996 and 1995 were loans to related parties of $325,450 and $245,688
respectively of which $248,250 and $ nil respectively was repaid.
During fiscal year 1996 and 1997, based upon projected promotions by the
Company, it is anticipated that additional funds will be required. The required
funds will be obtained by the Company from one or more sources including equity
financings, bank loans or other debt financings, or the sale of other
sub-licenses or franchises. While there can be no assurance of any such sources
of funds or the terms upon which they may be obtained, the Company is confident
that sufficient funds are available to meet its short term needs and will be
available to meet its anticipated business expansion needs in the remainder of
fiscal year 1996.
INFLATION AND SEASONALITY
The Company does not believe that its operations will be influenced by inflation
in the foreseeable future. The business of individual Company Participating
Restaurants may be seasonal depending on their location and the type of food and
beverages served. However, the Company at this time has no basis on which to
project seasonal effects, if any, to its business as a whole.
13
<PAGE> 14
PART II: OTHER INFORMATION
Item 1, 2, 3 and 5 of Part II are either not applicable or are answered in the
negative and are omitted pursuant to the instructions to Part II.
Item 4: Submission of Matters to a Vote of Security Holders
(a) The Annual Meeting of Stockholders of the Company was held on
April 25, 1996.
(b) The following six directors were elected at the Annual Meeting.
Each director received 6,613,060 votes For election.
Eugene A. Cernan
Walter M Epstein
Edward J. Guinan, III
Paul L. Harrison
Helene Ploix
Joseph V. Vittoria
(c) Listed below are the matters which were voted on at the Annual
Meeting and the votes for each such matter:
1. To amend the Company's Certificate of Incorporation to increase
the Company's authorized capital stock from 25,000,0000 to
100,000,000.
For: 6,613,060
Against: 0
2. To approve and ratify the Company's 1996 Outside Directors Stock
Option Plan.
For: 6,562,960
Against: 63,100
Abstain: 7,000
3. To ratify the selection of Arthur Andersen as the Company's
independent public accountants for fiscal 1996.
For: 6,613,060
Against: 0
Item 6: Exhibit and Reports on Form 8K
Reports on Form 8K - no reports on Form 8K were filed for the quarter ended June
30, 1996.
14
<PAGE> 15
SIGNATURES
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 authorised.
TRANSMEDIA ASIA PACIFIC, INC.
E J Guinan
- ---------------
EDWARD J GUINAN III
Chairman and Chief Executive Officer
August 12, 1996
15
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