-----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, Ap+Si3U24MNJHG0K1wG7a2EBtNXBKM6WQX6hM9x+Y50NqRNvl+qE2SnOQCSPLYbk quO8mkW/L9XXx4axm7rL2Q== 0000912057-96-012336.txt : 19960617 0000912057-96-012336.hdr.sgml : 19960617 ACCESSION NUMBER: 0000912057-96-012336 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960517 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960614 SROS: NASD SROS: NYSE SROS: PHLX FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL MEDIA CORP CENTRAL INDEX KEY: 0000070412 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 132658741 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-06715 FILM NUMBER: 96580835 BUSINESS ADDRESS: STREET 1: 1700 WALNUT ST CITY: PHILADELPHIA STATE: PA ZIP: 19103 BUSINESS PHONE: 2157725000 MAIL ADDRESS: STREET 1: 1700 WALNUT STREET CITY: PHILADELPHIA STATE: PA ZIP: 19103 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL PARAGON CORP DATE OF NAME CHANGE: 19870827 8-K/A 1 8-K/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) May 17, 1996 -------------------- NATIONAL MEDIA CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) Delaware I-6715 13-2658741 - -------------------------- ------------------------ --------------------- (State or other juris- (Commission File Number) (IRS Employer Identi- diction of incorporation) fication No.) 1700 Walnut Street, Philadelphia, PA 19103 - ---------------------------------------- ---------- (Address of principle executive offices) (Zip Code) Registrant's telephone number, including area code 215-772-5000 ------------------ N/A - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) ---------------------------------- No Exhibit Index appears herein. Item 7(b) of National Media Corporation's (the "Registrant") Current Report on Form 8-K, dated May 17, 1996 (the "Report"), is hereby amended and restated in its entirety as follows: Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (b) PRO FORMA FINANCIAL INFORMATION. The following Pro Forma Consolidated Balance Sheet (unaudited) at March 31, 1996 and Pro Forma Consolidated Statement of Income (unaudited) for the 12 months ended March 31, 1996 give pro forma effect to (i) the Registrant's acquisition of DirectAmerica Corporation and California Production Group, Inc. (collectively, "DirectAmerica") in October 1995, and (ii) the Registrant's acquisition of Positive Response Television, Inc. ("Positive Response") described more fully under Item 2 of the Report, as if such transactions occurred as of March 31, 1996 for the Pro Forma Consolidated Balance Sheet and as of April 1, 1995 for the Pro Forma Consolidated Statement of Income. Each of such acquisitions was treated as a "purchase" for accounting purposes. The Pro Forma Consolidated Balance Sheet is based on (i) the Registrant's historical condensed consolidated balance sheet as of March 31, 1996 (which reflects the acquisition of DirectAmerica in October 1995), and (ii) Positive Response's unaudited condensed consolidated balance sheet as of March 31, 1996. The Pro Forma Consolidated Statement of Income is based on (i) the Registrant's historical condensed consolidated statement of operations for the fiscal year ended March 31, 1996 (which reflects data for DirectAmerica for the period beginning October 25, 1995 through March 31, 1996), (ii) Positive Response's unaudited condensed consolidated statements of operations for the nine month period ended December 31, 1995 and the three month period ended March 31, 1996, and (iii) a pro-rata portion (approximately 70%) of DirectAmerica's unaudited historical combined statement of operations for the period January 1 to October 24, 1995. The pro forma information does not purport to be indicative of the combined results of operations or financial position that would have been reported had these transactions taken place as of March 31, 1996 with respect to the Pro Forma Consolidated Balance Sheet data or as of April 1, 1995 with respect to the Pro Forma Consolidated Statement of Income data, as the case may be, or future results of operations or financial position of the Registrant. The Pro Forma Consolidated Financial Statements should be read in conjunction with the Registrant's historical financial statements and related notes thereto included in its Annual Report on Form 10-K for the fiscal year ended March 31, 1996, and the historical financial statements and notes thereto of Positive Response for the year ended December 31, 1995 and the three months ended March 31, 1996 included in the Report under Item 7(a). The Pro Forma Consolidated Financial Statements do not give effect to any shares of the Registrant's common stock which may be issued to shareholders of DirectAmerica contingent upon certain revenue levels being achieved. See the Registrant's Current Report on Form 8-K, dated October 19, 1995, under Item 2 for a complete description of the circumstances under which such shares may be issued. The Pro Forma Consolidated Financial Statements do give effect to the issuance of the Escrow Shares (as defined under Item 2 of the Report). -2-
PRO FORMA CONSOLIDATED BALANCE SHEET (UNAUDITED) AT MARCH 31, 1996 ---------------------------- HISTORICAL ------------- ------------ NATIONAL POSITIVE PRO FORMA MEDIA RESPONSE ADJUSTMENTS(1) PRO FORMA -------- -------- -------------- --------- (DOLLARS IN THOUSANDS) ASSETS Current Assets: Cash and cash equivalents $ 18,405 $ 2,487 $ 0 $ 20,892 Accounts receivable, net 32,051 5,469 (515) (2) 36,597 (158) (3) (250) (4) Inventories 22,605 2,022 (250) (4) 24,377 Prepaid expenses and other 19,323 7,265 (1,000) (4) 25,588 -------- -------- -------- -------- Total current assets 92,384 17,243 (2,173) 107,454 Property, plant and equipment, net 6,954 618 0 7,572 Other assets 2,907 676 (740) (5) 2,843 Goodwill and intangibles, net 14,303 0 16,191 (4) 31,394 900 (5) -------- -------- -------- -------- TOTAL ASSETS $116,548 $ 18,537 $ 14,178 $149,263 -------- -------- -------- -------- -------- -------- -------- -------- LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Current maturities of long-term debt $ 876 $ 25 $ 0 $ 901 Accounts payable 20,412 1,329 0 21,741 Accrued expenses 26,510 3,366 (515) (2) 30,021 160 (5) 500 (4) Notes payable to bank 0 1,578 0 1,578 Other 5,864 401 0 6,265 -------- -------- -------- -------- Total current liabilities 53,662 6,699 145 60,506 Long-term debt and capital lease obligations 4,054 85 0 4,139 Other liabilities 2,370 0 0 2,370 -------- -------- -------- -------- Total liabilities 60,086 6,784 145 67,015 SHAREHOLDERS' EQUITY 56,462 11,753 (158) (3)(8) 82,248 (11,753) (4) 25,944 (4) -------- -------- -------- -------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $116,548 $ 18,537 $ 14,178 $149,263 -------- -------- -------- -------- -------- -------- -------- --------
-3-
PRO FORMA CONSOLIDATED STATEMENT OF INCOME (UNAUDITED) YEAR ENDED MARCH 31, 1996 ------------------------------------- HISTORICAL ------------------------------------- PRO FORMA PRO FORMA ADJUSTMENTS ADJUSTMENTS NATIONAL DIRECT POSITIVE FOR FOR MEDIA AMERICA RESPONSE DIRECT AMERICA(1) POSITIVE RESPONSE(1) PRO FORMA -------- -------- -------- ----------------- -------------------- --------- (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) Revenues: Product sales $285,676 $ 0 $ 43,362 $ 0 $ 0 $329,038 Royalties 5,597 1,485 1,971 (1,157)(6) (1,115)(6) 6,781 Production income 0 692 0 (270)(7) 0 422 Sales commissions and other revenues 1,334 8 173 0 0 1,515 -------- -------- -------- -------- -------- -------- Net revenues 292,607 2,185 45,506 (1,427) (1,115)(6) 337,756 Operating costs and expenses: Media Purchase 86,518 0 23,437 0 0 109,955 Direct costs 151,198 1,266 20,934 (1,157)(6) (1,115)(6) 171,014 (270)(7) 158 (8) Selling, general and administrative 33,772 1,011 6,029 290 (9) 855 (9) 41,857 (100)(11) Interest income 0 0 (36) 0 0 (36) Interest expense 1,015 0 0 0 0 1,015 -------- -------- -------- -------- -------- -------- Total Operating Expenses 272,503 2,277 50,364 (1,237) (102) 323,805 -------- -------- -------- -------- -------- -------- Income (loss) before 20,104 (92) (4,858) (190) (1,013) 13,951 income taxes Income taxes 3,525 18 (1,648) 0 523 (10) 2,418 -------- -------- -------- -------- -------- -------- Net income (loss) 16,579 (110) (3,210) (190) (1,536) 11,533 -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- Income (loss) per share Primary $ .74 $ .48 -------- -------- -------- -------- Fully-diluted $ .71 $ .45 -------- -------- -------- -------- Weighted average number of common shares outstanding Primary 23,175,900 25,326,259 (12) ---------- ---------- ---------- ---------- Fully-diluted 23,287,600 25,437,959 (12) ---------- ---------- ---------- ----------
-4- The pro forma adjustments to the Pro Forma Consolidated Balance Sheet and Pro Forma Consolidated Income Statement are as follows: (1) Represents the pro forma adjustments related to the Registrant's acquisition of DirectAmerica and Positive Response, as applicable. (2) Elimination of royalties payable to Positive Response by the Registrant. (3) Elimination of billings by Positive Response to the Registrant for shows licensed to the Registrant for global airing. (4) To record the excess of the purchase price for the net assets acquired under the purchase method of accounting for the Positive Response acquisition. The purchase price allocation for Positive Response is based on management's preliminary estimates of the fair value of assets acquired and liabilities assumed. The final allocation may differ from these estimates. The consideration for the acquisition is the issuance of 1,836,773 shares of the Registrant's common stock valued at $25.9 million. (5) Recording of expenses in connection with the Registrant's acquisition of Positive Response. (6) Elimination of royalty revenues generated by DirectAmerica and Positive Response (and the related expenses incurred by the Registrant) from shows produced by DirectAmerica and Positive Response for the Registrant. (7) Elimination of production income and related costs incurred by DirectAmerica on shows produced for the Registrant. (8) Elimination of rights fee income earned by Positive Response on shows licensed to the Registrant for global airing. (9) Represents the amortization of intangibles by the straight-line method over twenty years. (10) To record the tax effect of pro forma adjustments to income. (11) Reflects base salary of major DirectAmerica shareholder under new employment agreement as compared to salary under prior owner/operator business structure. (12) Earnings per share are based upon the weighted average number of shares of the Registrant's common stock and common equivalent shares outstanding for the period presented, assuming the issuance of an aggregate of 554,456 shares in connection with the acquisition of DirectAmerica in October 1995 (of which 313,586 are not included in the Registrant's historic weighted average for the twelve months ended March 31, 1996) and the issuance of an aggregate of 1,836,773 shares in connection with the Registrant's acquisition of Positive Response on May 17, 1996. -5- 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 hereunto duly authorized. NATIONAL MEDIA CORPORATION (Registrant) Date: JUNE 13, 1996 By: /s/ James M. Gallagher -------------- ----------------------------------------- Name: James M. Gallagher Title: Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----