-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, C0wvT3H2Afz8lclDeFUgfKz3vi2aPPp11/Gp23m5ExlZ46SCiawPAryH/1NiPTg+ c9pfyAdJS9dtyE1e6u5aYg== 0000891092-96-000230.txt : 19961202 0000891092-96-000230.hdr.sgml : 19961202 ACCESSION NUMBER: 0000891092-96-000230 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960821 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19961126 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: NETWORK EVENT THEATER INC CENTRAL INDEX KEY: 0001005500 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 133864111 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-27556 FILM NUMBER: 96672761 BUSINESS ADDRESS: STREET 1: 149 5TH AVE CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 2127792740 MAIL ADDRESS: STREET 1: 149 5TH AVE CITY: NEW YORK STATE: NY ZIP: 10010 8-K/A 1 AMENDMENT NO. 1 ON FORM 8-K/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- AMENDMENT NO. 1 to FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 21, 1996 Date of Report (Date of earliest event reported) Commission file number 33-80935 NETWORK EVENT THEATER, INC. (Name of Small Business Issuer in Its Charter) Delaware 13-3864111 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 149 Fifth Avenue, New York, New York 10010 (Address of Principal Executive Offices) (Zip Code) (212) 779-2740 (Issuer's Telephone Number, Including Area Code) Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (a) Financial Statements of Business Acquired The audited financial statements of the acquired operating divisions of American Passage Media Corporation for the years ended June 30, 1996 and 1995 are contained in the Form 8-K as filed on September 27, 1996. (b) Pro Forma Financial Information o Unaudited Pro Forma Combined Statement of Operations for the Twelve Months Ended December 31, 1995 o Unaudited Pro Forma Combined Statement of Operations for the Six Months Ended June 30, 1996 o Notes to Unaudited Pro Forma Combined Statements of Operations o Unaudited Pro Forma Combined Balance Sheet at June 30, 1996 o Notes to Unaudited Pro Forma Combined Balance Sheet UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION The Unaudited Pro Forma Combined Statements of Operations for the twelve months ended December 31, 1995 and the six months ended June 30, 1996 presents the statements of operations of Network Event Theater, Inc. (the "Company") as if (i) the acquisition of substantially all of the assets of American Passage Media Corporation's ("APMC") college and high school media, marketing and service businesses (the "Acquisition"), (ii) the borrowing from Signet Bank (the "Term Loan"), (iii) the issuance of a subordinated promissory note from the Company to APMC (the "Promissory Note") and (iv) the issuance by the Company of a two-year consulting agreement with APMC (the "Consulting Agreement") had occurred on January 1, 1995. The Unaudited Pro Forma Combined Balance Sheet at June 30, 1996 presents the balance sheet of the Company as if the Acquisition, the Term Loan, the Promissory Note and the Consulting Agreement had occurred on June 30, 1996. The Acquisition has been accounted for using the purchase method of accounting. The total cost of the Acquisition has been allocated to the tangible and intangible assets acquired and liabilities assumed based on their respective fair values. The allocation of the purchase price assumed in the unaudited pro forma combined financial statements is preliminary. The Company does not expect that the final allocation of the purchase price will materially differ from the preliminary allocation. The pro forma adjustments are based on available information and on certain assumptions that the Company believes are reasonable under the circumstances. The unaudited pro forma combined financial statements should be read in conjunction with the Company's financial statements and notes thereto, as well as the financial statements and notes thereto of Young Adult Marketing Divisions (Operating Divisions of American Passage Media Corporation) (included in the Form 8K filed September 27, 1996). The unaudited pro forma combined statement of operations data are not necessarily indicative of the results that would have occurred if the Acquisition, the Term Loan, the Promissory Note and the Consulting Agreement had occurred on the date indicated, nor are they indicative of the Company's future results of operations. Network Event Theater, Inc. Unaudited Pro Forma Combined Statement of Operations
Twelve Months Ended December 31, 1995 ---------------------------------------------------------------------------- Network Event American Passage Pro Forma Pro Forma Theater, Inc. Media Corporation (a) Adjustments Combined ------------- -------------------- -------------- ----------- Net revenue $ -- $ 5,534,833 $ (11,400)(b) $ 5,523,433 Expenses: Cost of revenues -- 2,706,435 -- 2,706,435 Selling, general and administrative expenses 1,927,374 1,909,329 (256,300)(c) 3,717,203 136,800 (d) Corporate expenses -- 239,403 -- 239,403 Depreciation and amortization 336,111 -- 350,408 (e) 686,519 ----------- ----------- ----------- ----------- Total expenses 2,263,485 4,855,167 230,908 7,349,560 Loss from operations (2,263,485) 679,666 (242,308) (1,826,127) Interest and other income 126,363 -- -- 126,363 Interest expense -- -- (363,765)(f) (363,765) ----------- ----------- ----------- ----------- Loss before provision for income taxes (2,137,122) 679,666 (606,073) (2,063,529) Provision (benefit) for income taxes -- 245,367 (245,367)(g) -- ----------- ----------- ----------- ----------- Net loss $(2,137,122) $ 434,299 $ (360,706) $(2,063,529) =========== =========== =========== =========== Net loss per common share $ (0.34) $ (0.32) =========== =========== Weighted average common shares outstanding 6,354,440 6,354,440
Network Event Theater, Inc. Unaudited Pro Forma Combined Statement of Operations
Six Months Ended June 30, 1996 ---------------------------------------------------------------------------- Network Event American Passage Pro Forma Pro Forma Theater, Inc. Media Corporation (a) Adjustments Combined ------------- -------------------- -------------- ----------- Net revenue $ 4,041 $ 3,108,998 $ (30,300)(b) $ 3,082,739 Expenses: Cost of revenues -- 1,462,711 -- 1,462,711 Selling, general and administrative expenses 1,738,241 992,576 (18,800)(c) 2,780,417 68,400 (d) Corporate expenses -- 137,252 -- 137,252 Depreciation and amortization 320,341 -- 175,204 (e) 495,545 ----------- ----------- ----------- ----------- Total expenses 2,058,582 2,592,539 224,804 4,875,925 Loss from operations (2,054,541) 516,459 (255,104) (1,793,186) Interest and other income 132,097 -- -- 132,097 Interest expense -- -- (181,882)(f) (181,882) ----------- ----------- --------- ----------- Loss before provision for income taxes (1,922,444) 516,459 (436,986) (1,842,971) Provision (benefit) for income taxes -- 182,736 (182,736)(g) -- ----------- ----------- --------- ----------- Net loss $(1,922,444) $ 333,723 $(254,250) $(1,842,971) =========== =========== ========= =========== Net loss per common share $ (0.22) $ (0.21) =========== =========== Weighted average common shares outstanding 8,654,440 8,654,440
Notes to Unaudited Pro Forma Combined Statement of Operations (a) Reflects the historical statement of operations of American Passage Media Corporation ("APMC"). APMC operated on a June 30th fiscal year end. The historical statement of operations included in the unaudited pro forma combined statement of operations, however, have been prepared on a calendar year basis based on the unaudited quarterly financial statement of APMC. (b) To reflect the removal of net revenues related to a college network service of APMC not acquired by Network Event Theater, Inc. (the "Company"). (c) To reflect the removal of costs associated with an office building of APMC that was closed in 1996. (d) To reflect increased costs associated with the two-year $273,600 consulting agreement issued by the Company to APMC. (e) To reflect increased depreciation and amortization related to the consummation of the APMC acquisition. (f) To reflect increased interest expense related to the issuance of (i) a five year $3.5 million term loan with Signet bank with a current rate of interest of 8.679% and (ii) a two year $750,000 subordinated promissory note with APMC with an interest rate of 8% per year. (g) To reflect the removal of income taxes due to the Acquisition. Network Event Theater, Inc. Unaudited Pro Forma Combined Balance Sheet
Six Months Ended June 30, 1996 ---------------------------------------------------------------------------- Network Event American Passage Pro Forma Pro Forma Theater, Inc. Media Corporation Adjustments Combined ------------- ----------------- ----------- ----------- Assets Current assets: Cash and cash equivalents $ 266,806 $ -- $(4,750,000)(a) $ 216,806 3,500,000 (b) 1,200,000 (c) Investments 7,882,570 -- (1,200,000)(c) 6,682,570 Accounts receivable, net 236 1,370,651 (1,370,651)(a) 236 Prepaid expenses -- 32,423 -- 32,423 Deposits 26,169 -- -- 26,169 ----------- ----------- ----------- ----------- Total current assets 8,175,781 1,403,074 (2,620,651) 6,958,204 Property and equipment, net 3,081,620 49,707 -- 3,131,327 Organizational costs, net 58,634 -- -- 58,634 Intangible assets, net -- -- 5,417,870 (a) 5,417,870 ----------- ----------- ----------- ----------- Total assets $11,316,035 $ 1,452,781 $ 2,797,219 $15,566,035 =========== =========== =========== =========== Liabilities and Stockholders' Equity Current liabilities: Accounts payable and accrued expenses $ 462,634 $ 1,789,636 $(1,789,636)(a) $ 462,634 Deferred revenues -- 464,890 (464,890)(a) -- ----------- ----------- ----------- ----------- Total liabilities 462,634 2,254,526 (2,254,526) 462,634 Long term debt -- -- 750,000 (a) 4,250,000 3,500,000 (b) Stockholders' equity (divisional deficiency of assets) 10,853,401 (801,745) 801,745 (a) 10,853,401 ----------- ----------- ----------- ----------- Total liabilities and stockholders' equity $11,316,035 $ 1,452,781 $ 2,797,219 $15,566,035 =========== =========== =========== ===========
Notes to Unaudited Pro Forma Combined Balance Sheet (a) To reflect the acquisition of substantially all of the assets (except accounts receivable) of American Passage Media Corporation's college and high school media, marketing and service businesses (the "Acquisition") and the preliminary allocation of the purchase price of $4,750,000. The allocation of purchase price and elimination of assets not acquired and the liabilities not assumed in connection with the Acquisition is as follows:
Allocation of Historical Purchase Carrying Price Value Adjustment ASSETS: Accounts receivable, net $ 0 $ 1,370,651 $(1,370,651) Prepaid expenses 32,423 32,423 0 Property and equipment, net 49,707 49,707 0 Intangible assets, net 5,417,870 0 5,417,870 ----------- ----------- ----------- Total assets $ 5,500,000 $ 1,452,781 $ 4,047,219 =========== =========== =========== LIABILITIES: Accounts payable and accrued expenses $ 0 $ 1,789,636 $(1,789,636) Deferred revenues 0 464,890 (464,890) Long term debt 750,000 0 750,000 ----------- ----------- ----------- Net assets $ 4,750,000 $ (801,745) $ 5,551,745 =========== =========== =========== Stockholders' equity $ (801,745) $ 801,745 =========== ===========
(b) To reflect proceeds totaling $3,500,000 received from the term loan with Signet Bank. (c) To reflect the liquidation of Company investments to pay for the Acquisition. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. November 26, 1996 NETWORK EVENT THEATER, INC. By:/s/ Harlan D. Peltz ------------------------- Harlan D. Peltz Chairman of the Board and Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----