-----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, AP0XfhE81JjtGFLBDQVUr2tjT6U0cKOhA+Jz5taW74GfMWQ4bUKyNeSX7m5N1ltb ps3ABUz/HtAUvpAUEpQG1Q== 0000748592-03-000020.txt : 20030430 0000748592-03-000020.hdr.sgml : 20030430 20030430095443 ACCESSION NUMBER: 0000748592-03-000020 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030430 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030430 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NTN COMMUNICATIONS INC CENTRAL INDEX KEY: 0000748592 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 311103425 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11460 FILM NUMBER: 03670992 BUSINESS ADDRESS: STREET 1: 5966 LA PLACE CT STREET 2: STE 100 CITY: CARLSBAD STATE: CA ZIP: 92008 BUSINESS PHONE: 6194387400 MAIL ADDRESS: STREET 1: 5966 LA PLACE COURT STREET 2: STE 100 CITY: CARLSBAD STATE: CA ZIP: 92008 FORMER COMPANY: FORMER CONFORMED NAME: ALROY INDUSTRIES INC DATE OF NAME CHANGE: 19850411 8-K 1 form_8k403.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ___________________ Date of Report (Date of earliest event reported) April 30, 2003 NTN Communications, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-11460 31-1103425 (State or Other Jurisdiction (Commission File Number) (I.R.S. Employer of Incorporation or Identification No.) Organization) 5966 La Place Court Carlsbad, California 92008 (Address of Principal Executive Offices) (Zip Code) (760) 438-7400 (Registrant's telephone number, including Area Code) ___________________ ITEM 7. EXHIBITS. (c) The following exhibit is filed as part of this report: Exhibit Number Description ------- ----------- 99.1 Press release issued by NTN Communications, Inc. on April 30, 2003. ITEM 9. REGULATION FD DISCLOSURE. The following information is intended to be disclosed under "Item 12. Results of Operations and Financial Condition" and is furnished under this Item 9 in accordance with SEC Release No. 33-8216 (March 27, 2003). On April 30, 2003, NTN Communications, Inc. issued a press release announcing its financial results for the quarter ended March 31, 2003. The press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NTN COMMUNICATIONS, INC. By: /s/ James B. Frakes ------------------------------ James B. Frakes Chief Financial Officer Date: April 30, 2003 EXHIBIT INDEX Exhibit No. Description - ------------ ------------- 99.1 Press Release dated April 30, 2003. EX-99 3 form_8k403ex.txt [Graphic Logo] CONTACT: John P. Salvador Director, Investor Relations NTN Communications, Inc. (888) 752-9686 x 1180 John.Salvador@ntn.com NTN COMMUNICATIONS REPORTS 24% INCREASE IN FIRST QUARTER REVENUES NTN Network Division Posts 25% Improvement in Net Income CARLSBAD, CA, April 30, 2003 -- NTN Communications, Inc. (AMEX: NTN), a leading interactive game content developer and distributor, today announced a 24.5% improvement in its consolidated revenues for the quarter ended March 31, 2003. Consolidated revenues were $7.34 million for the period compared to revenues of $5.90 million for the first quarter of 2002, an increase of $1.44 million. Consolidated net loss for the first quarter of 2003 was $263,000, or $(0.01) per common share, a $97,000 increase over the net loss of $166,000, or ($0.00) per common share, in the first quarter of 2002. The Company operates through two entities: the NTN Network division and the Buzztime Entertainment, Inc. ("Buzztime") subsidiary. The $263,000 loss represented the combination of $680,000 in net income from the NTN Network division (a 25.0% increase over net income for the first quarter of 2002) and a net loss of $943,000 from Buzztime. The Company posted consolidated EBITDA of $903,000 in the first quarter of 2003 compared to EBITDA of $1.21 million in the first quarter of 2002, a decrease of $307,000. The reduction was primarily due to an increase in expenses relating to Buzztime's sales and marketing efforts to secure deployment of the Buzztime interactive television trivia channel. This was the eighth consecutive quarter of positive EBITDA generated by the Company. A detailed schedule reconciling net income and loss to EBITDA is included in the supplemental tables below. The NTN Network division's net income of $680,000 in the first quarter of 2003 represented an increase of $136,000 over net income of $544,000 in the first quarter of 2002. This increase was largely due to revenue increases. The division posted EBITDA of $1.70 million in the first quarter of 2003 versus $1.72 million in the first quarter of 2002. Revenues for the division increased by $1.49 million, or 25.5%, to $7.33 million for the first quarter of 2003, compared to revenues of $5.84 million for the same period of 2002. The revenue increase was due to the contribution by the NTN Wireless unit, formed in April 2002 after the Company acquired the assets of two companies in the restaurant wireless paging industry. Buzztime reported revenue of $7,000 in the first quarter of 2003 compared to $56,000 in 2002. The net loss for Buzztime was $943,000 in the first quarter of 2003, an increase of $233,000, or 32.8%, over a net loss of $710,000 in the first quarter of 2002. Over the past year, the Company has increased its expenses relating to sales and marketing efforts to secure deployment of the Buzztime channel. "We are extremely pleased with the performance of both the NTN Network division and our Buzztime subsidiary in the first quarter," said Stanley B. Kinsey, Chairman and CEO. "The NTN Network continues on a dynamic and profitable growth path, even in this difficult market. These results demonstrate the strength of our broadening product line as we begin to leverage our established nationwide infrastructure. We continue to look for additional product opportunities to complement our NTN Network business." "Meanwhile, Buzztime remains on track toward achieving broad distribution over the coming two years. Buzztime is building on NTN's 20-year success as an interactive television network in seeking to become the leading interactive television game channel on digital cable television systems. Since 2001, Buzztime has achieved a number of technical milestones in its efforts to achieve broad deployment, including the successful launch of the first two-way game channel in the United States, and is now primarily focused on sales efforts and on expanding the breadth of its game offerings," further added Kinsey. The Company will host a conference call to discuss its first quarter results today, April 30, 2003 at 11:00 am EDT (8:00 am PDT). To participate in the conference call, please dial the following number five to ten minutes prior to the scheduled conference call time: (877) 271-4183. There is no pass code required for this call. International callers please dial (706) 643-3590. If you are unable to participate in the call at this time, a replay will be available beginning April 30, 2003 at 12:00 pm EDT through May 7, 2003 at 12:00 am EDT. To access the replay dial (800) 642-1687 and enter the conference ID number 9986832. International callers please dial (706) 645-9291. About NTN Communications Based in Carlsbad, CA, NTN Communications, Inc. is the parent corporation of the NTN Network(R) division and Buzztime Entertainment, Inc., a subsidiary. The NTN Network division, which focuses on the out-of-home hospitality industries, is comprised of the NTN Network and NTN Wireless Communications, Inc. The NTN Network is the largest out of home interactive television network in the world. Through NTN's Digital Interactive Television technology, the NTN Network broadcasts entertainment and sports programming engaging more than 1.7 million players and reaching more than 6 million unique customers each month in approximately 3,600 North American hospitality locations such as TGIFriday's, Damon's, Applebee's, Buffalo Wild Wings, Bennigan's, and others. NTN Wireless(TM)manufactures, sells, and repairs paging equipment to over 2,000 restaurants, as well as providing on site messaging solutions for hospitals, church and synagogue nurseries, salons, business offices and retail establishments. NTN Wireless also offers enhanced stored-value gift certificate and loyalty programs to improve customer retention. NTN Wireless provides wireless solutions to leading restaurants such as Outback's International, O'Charley's, Olive Garden and Logan's Roadhouse. Buzztime Entertainment, Inc. produces BUZZTIME(R), the interactive television trivia channel, and live sports prediction games such as QB1(R), from its live interactive broadcast studio. Buzztime's partners include: Scientific-Atlanta, Inc., Liberate Technologies, Microsoft Corporation's MSN(R)TV and the National Football League. This release contains forward-looking statements, including statements relating to future profitability and growth of the NTN Network, broadening of product line and leveraging of national infrastructure, additional product opportunities, deployment and distribution of the BUZZTIME interactive television channel, future sales efforts and game content on BUZZTIME, and future shareholder value, which are subject to a number of risks and uncertainties including changing economic conditions, product demand and market acceptance, the impact of competitive products and pricing, and other factors detailed in the Company's Securities and Exchange Commission filings, including the Company's Report on Form 10-K for the fiscal year ended December 31, 2002. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. For additional information on NTN Communications at no charge, please call 1-800-PRO-INFO and enter ticker symbol NTN -- Tables to Follow - NTN COMMUNICATIONS, INC. AND SUBSIDIARIES Consolidated Statements of Operations
Three Months Ended March 31, 2003 2002 --------------------- --------------------- --------------------- --------------------- Revenues: NTN Network division revenues $ 7,330,000 $ 5,839,000 BUZZTIME service revenues 7,000 56,000 Other revenues 2,000 2,000 --------------------- --------------------- Total revenues 7,339,000 5,897,000 Operating expenses: Direct operating costs (includes depreciation of $743,000 and $853,000, for 2003 and 2002, respectively) 3,004,000 2,170,000 Selling, general and administrative 4,108,000 3,409,000 Depreciation and amortization 322,000 397,000 Research and development 77,000 3,000 --------------------- --------------------- Total operating expenses 7,511,000 5,979,000 --------------------- --------------------- Operating loss (172,000) (82,000) --------------------- --------------------- Other income (expense): Interest income - 4,000 Interest expense (93,000) (133,000) --------------------- --------------------- Total other income (expense) (93,000) (129,000) --------------------- --------------------- Loss before minority interest and income taxes (265,000) (211,000) Minority interest in loss of consolidated subsidiary 10,000 45,000 --------------------- --------------------- Net loss before income taxes (255,000) (166,000) Provision for income taxes (8,000) - --------------------- --------------------- Net loss $ (263,000) $ (166,000) ===================== ===================== Net loss per common share - basic and diluted $ (0.01) $ (0.00) ===================== ===================== Weighted average shares outstanding - basic and diluted 42,088,000 38,604,000 ===================== ===================== EBITDA Reconciliation: Net loss $ (263,000) $ (166,000) add back: Interest expense, net 93,000 129,000 Provision for income taxes 8,000 - Depreciation and amortization 1,065,000 1,250,000 --------------------- --------------------- EBITDA $ 903,000 $ 1,213,000 ===================== =====================
EBITDA (earnings before interest, taxes, depreciation and amortization) is not intended to represent a measure of performance in accordance with generally accepted accounting principals ("GAAP") nor should it be considered as an alternative to a statement of cash flows as a measure of liquidity. EBITDA is included because management believes that financial analysts, lenders, investors and other interested parties find it to be a useful tool for measuring the operating performance of companies like NTN that carry significant levels of non-cash depreciation and amortization charges in comparison to their GAAP earnings. NTN COMMUNICATIONS, INC. AND SUBSIDIARIES Statements of Operations by Business Segment For the purposes of this presentation, the NTN Network segment information includes certain "Other Revenues," which are not material.
For the Three Months Ended March 31, 2003 ----------------------------------------------------------- Network Buzztime Total ----------------- ----------------- --------------- Revenues $ 7,332,000 $ 7,000 $ 7,339,000 Operating expenses 6,551,000 960,000 7,511,000 ----------------- ----------------- --------------- Operating income (loss) 781,000 (953,000) (172,000) Other income (loss) (93,000) - (93,000) ----------------- ----------------- --------------- Income (loss) before minority interest and income taxes 688,000 (953,000) (265,000) Minority interest in loss of subsidiary - 10,000 10,000 ----------------- ----------------- --------------- Net income (loss) before income taxes 688,000 (943,000) (255,000) Provision for income taxes (8,000) - (8,000) ----------------- ----------------- --------------- Net income (loss) $ 680,000 $ (943,000) $ (263,000) ================= ================= =============== EBITDA Calculation: Net income (loss) $ 680,000 $ (943,000) $ (263,000) Interest expense, net 93,000 - 93,000 Provision for income taxes 8,000 - 8,000 Depreciation and amortization 921,000 144,000 1,065,000 ----------------- ----------------- --------------- EBITDA $ 1,702,000 $ (799,000) $ 903,000 ================= ================= ===============
NTN COMMUNICATIONS, INC. AND SUBSIDIARIES Statements of Operations by Business Segment For the purposes of this presentation, the NTN Network segment information includes certain "Other Revenues," which are not material.
For the Three Months Ended March 31, 2002 ------------------------------------------------------- Network Buzztime Total -------------------- ----------------- --------------- Revenues $ 5,841,000 $ 56,000 $ 5,897,000 Operating expenses 5,168,000 811,000 5,979,000 -------------------- ----------------- --------------- Operating income (loss) 673,000 (755,000) (82,000) Other income (loss) (129,000) - (129,000) -------------------- ----------------- --------------- Income (loss) before minority interest and income taxes 544,000 (755,000) (211,000) Minority interest in loss of subsidiary - 45,000 45,000 -------------------- ----------------- --------------- Net income (loss) before income taxes 544,000 (710,000) (166,000) Provision for income taxes - - - -------------------- ----------------- --------------- Net income (loss) $ 544,000 $ (710,000) $ (166,000) ==================== ================= =============== EBITDA Calculation: Net income (loss) $ 544,000 $ (710,000) $ (166,000) Interest expense, net 129,000 - 129,000 Provision for income taxes - - - Depreciation and amortization 1,051,000 199,000 1,250,000 -------------------- ----------------- --------------- EBITDA $ 1,724,000 $ (511,000) $ 1,213,000 ==================== ================= ===============
EBITDA (earnings before interest, taxes, depreciation and amortization) is not intended to represent a measure of performance in accordance with generally accepted accounting principals ("GAAP") nor should it be considered as an alternative to a statement of cash flows as a measure of liquidity. EBITDA is included because management believes that financial analysts, lenders, investors and other interested parties find it to be a useful tool for measuring the operating performance of companies like NTN that carry significant levels of non-cash depreciation and amortization charges in comparison to their GAAP earnings. NTN COMMUNICATIONS, INC. AND SUBSIDIARIES Consolidated Balance Sheets
March 31, December 31, Assets 2003 2002 ---------------- ---------------- Current Assets: Cash and cash equivalents $ 1,929,000 $ 577,000 Restricted cash 241,000 102,000 Accounts receivable - trade, net 1,765,000 2,013,000 Inventory 284,000 241,000 Investments available-for-sale 182,000 178,000 Deferred costs 382,000 492,000 Prepaid expenses and other current assets 582,000 581,000 ---------------- ---------------- Total current assets 5,365,000 4,184,000 Broadcast equipment and fixed assets, net 4,304,000 5,141,000 Software development costs, net 579,000 591,000 Deferred costs 380,000 370,000 Other assets 522,000 556,000 ---------------- ---------------- Total assets $ 11,150,000 $ 10,842,000 ================ ================ Liabilities and Shareholders' Equity Current Liabilities: Accounts payable $ 434,000 $ 657,000 Accrued expenses 1,651,000 1,491,000 Obligations under capital leases 151,000 184,000 Revolving line of credit -- 89,000 Deferred revenue - Buzztime 96,000 -- Deferred revenue 995,000 1,199,000 ---------------- ---------------- Total current liabilities 3,327,000 3,620,000 Obligations under capital leases, excluding current portion 173,000 199,000 Revolving line of credit, excluding current portion 2,043,000 2,250,000 8% senior convertible notes -- 1,997,000 Deferred revenue 628,000 653,000 ---------------- ---------------- Total liabilities 6,171,000 8,719,000 Minority interest in consolidated subsidiary -- 643,000 ---------------- ---------------- Shareholders' equity: Series A 10% cumulative convertible preferred stock, $.005 par value 5,000,000 shares authorized; 161,000 shares issued and outstanding at March 31, 2003 and December 31, 2002 1,000 1,000 Common stock, $.005 par value, 70,000,000 shares authorized; 43,040,000 and 39,381,000 shares issued and outstanding at March 31, 2003 and December 31, 2002, respectively 214,000 196,000 Additional paid-in capital 84,817,000 81,211,000 Accumulated deficit (79,342,000) (79,079,000) Accumulated other comprehensive loss (635,000) (639,000) Treasury stock, at cost, 49,000 and 91,000 shares at March 31, 2003 and December 31, 2002, respectively (76,000) (210,000) ---------------- ---------------- Total shareholders' equity 4,979,000 1,480,000 ---------------- ---------------- Total liabilities and shareholders' equity $ 11,150,000 $ 10,842,000 ================ ================
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