-----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, GYKADkFPsn9bg+1Vpc4j63B9MnguyMUHH/L1J9oPqsrkihoL7UR7ABZaOrcUY3a8 k3wxZvRshxg/U38FCEspPw== 0001011438-98-000051.txt : 19980219 0001011438-98-000051.hdr.sgml : 19980219 ACCESSION NUMBER: 0001011438-98-000051 CONFORMED SUBMISSION TYPE: NT 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980218 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: IWERKS ENTERTAINMENT INC CENTRAL INDEX KEY: 0000830404 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE THEATERS [7830] IRS NUMBER: 954439361 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: NT 10-Q SEC ACT: SEC FILE NUMBER: 000-22558 FILM NUMBER: 98544797 BUSINESS ADDRESS: STREET 1: 4540 WEST VALERIO ST CITY: BURBANK STATE: CA ZIP: 91505 BUSINESS PHONE: 8188417766 MAIL ADDRESS: STREET 1: 4540 WEST VALERIO ST CITY: BURBANK STATE: CA ZIP: 91505 NT 10-Q 1 NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 SEC FILE NUMBER NOTIFICATION OF LATE FILING CUSIP NUMBER (CHECK ONE): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] 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: -------------------------------- - ------------------------------------------------------------------------------ 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 Iwerks Entertainment, Inc. - ----------------------------------------------------------------------------- (Full Name of Registrant) - ----------------------------------------------------------------------------- (Former Name if Applicable) 4540 West Valerio Street - ----------------------------------------------------------------------------- (Address of Principal Executive Office (STREET AND NUMBER)) Burbank, California 91505 - ----------------------------------------------------------------------------- (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) (a) The reasons described in reasonable detail in Part III of this | form could not be eliminated without unreasonable effort or | expense; | (b) The subject annual report, semi-annual report, transition | report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion [ X] | thereof, will be filed on or before the fifteenth calendar day | following the prescribed due date; or the subject quarterly | report of 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. PART III -- NARRATIVE State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, or the transition report or portion thereof, could not be filed within the prescribed time period. Filing of the report is pending approval by the Board of Directors of certain footnote disclosures. PART IV -- OTHER INFORMATION (1) Name and telephone number of person to contact in regard to this notification. Bruce Hinckley 818 955-7800 ---------------------------- ----------- ----------------------- (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 report(s) been filed? If answer is no, identify report(s). [ X ] Yes [ ] No ------------------------------------------------------------------------ (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. Please see press release dated February 10, 1998 attached hereto as Exhibit 99.1. - ----------------------------------------------------------------------------- Iwerks Entertainment, Inc. -------------------------------------------------------- (Name of Registrant as Specified in Charter) has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized. Date February 17, 1998 By: /s/ Bruce Hinckley --------------------------- -------------------------------- 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. - ------------------------------ ATTENTION ------------------------------------ INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001). - ----------------------------------------------------------------------------- GENERAL INSTRUCTIONS 1. This form is required by Rule 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 the 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. 5. ELECTRONIC FILERS. This form shall not be used by electronic filers unable to timely file a report solely due to electronic difficulties. Filers unable to submit a report within the time period prescribed due to difficulties in electronic filing should comply with either Rule 201 or Rule 202 of Regulation S-T (section 232.201 or section 232.202 of this chapter) or apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (section 232.13(b) of this chapter). EX-99.1 2 PRESS RELEASE [LETTERHEAD OF IWERKS ENTERTAINMENT] FOR IMMEDIATE RELEASE - --------------------- Contact: Bruce Hinckley Krista Grossman Chief Financial Officer Director Iwerks Entertainment Bozell Sawyer Miller Group (818) 955-7800 (310) 442-2516 IWERKS ENTERTAINMENT ANNOUNCES FISCAL 1998 SECOND QUARTER RESULTS -------------------------------------------------- Burbank, CA, February 10, 1998 -- Iwerks Entertainment, Inc. [NASDAQ NM: IWRK] announced second quarter financial results for the period ended December 31, 1997. For the quarter, Iwerks reported a net loss of $(3.5) million, or $(0.29) per share, on revenues of $6.0 million, compared with a net loss of $(57,000), or $0.00 per share, on revenues of $10.0 million for the comparable period a year ago. For the six-month period ended December 31, 1997, Iwerks reported a net loss of $(4.0) million, or $(0.33) per share, on revenues of $14.0 million, compared with net income of $117,000, or $0.01 per share, on revenues of $19.6 million for the comparable year-ago period. Results for the three and six months ended December 31, 1997 include $218,000 and $531,000, respectively, of costs associated with the previously announced merger with Showscan Entertainment Inc. Iwerks said that much of the revenue decline for the three- and six-month periods was due to a decrease in hardware sales in Asia, which were down $3.8 million and $5.4 million, respectively, from the comparable year-earlier periods. Additionally, the company's touring revenue declined by $0.5 million in the quarter and $0.7 million for the six-month period ended December 31, 1997. Iwerks said these decreases were partially offset by minor increases in Americas hardware sales and film licensing revenues. Iwerks said it expected the lower Asian hardware and touring sales trends to continue for the foreseeable future. Iwerks had announced on December 24, 1997 that it expected its revenues and earnings for the second quarter to fall short of analyst estimates and prior year results primarily due to significantly weakened sales in the Asia Pacific region. Iwerks also announced on January 28, 1998 that it reduced its workforce by approximately 13% in order to align the company's staffing levels with the lower revenues and earnings. (more) Iwerks Announces Second Quarter Results - Page 2 Roy A. Wright, Chairman and Chief Executive Officer of Iwerks, said, "As we reported earlier in the quarter, the Asian economic crisis has had a substantial impact on our hardware sales to that region. Subsequently, we have embarked on a two-pronged strategy, which includes implementing aggressive cost-cutting measures to bring our expenses in line with the lower revenues, and a renewed focus on the domestic, European and Latin American markets. Already, as the results show, we have experienced an uptick in Americas sales as well as a slight increase in our film licensing revenues." Iwerks said that its gross profit margin for the three-month period had decreased from 31% to 14%, due primarily to the company's inability to reduce the fixed cost of touring operations at the same rate as touring sponsorship revenue has declined. The company's selling, general and administrative (SG&A) expenses increased by $989,000 to $4.3 million for the second quarter, and increased by $1.2 million to $7.9 million for the six-month period. Iwerks said the increases in SG&A expenses were due to higher expenses for marketing, research and development costs, insurance and allowance for doubtful accounts. SG&A figures do not include transaction-related charges in connection with the previously announced merger with Showscan Entertainment, which equal $218,000 and $531,000 for the three- and six-month periods, respectively. Iwerks said that it anticipates that its annual meeting of shareholders will be held in March 1998, at which time shareholders will vote on the company's proposed merger with Showscan. Iwerks and Showscan announced their intention to merge in August 1997, and announced amended transaction terms in December 1997. The combined company, which will bring together the two largest motion simulation companies, will be the largest provider of ride simulation entertainment attractions and software in the world. Iwerks Entertainment is one of the world's leading producers of high-tech, multi-sensory experiences such as ride simulation, 2D and 3D giant screen theaters, 360 degree video dance clubs and other immersive attractions. Serving prestigious entertainment, information and marketing providers, more than 250 Iwerks attractions can be found worldwide at location-based entertainment centers, amusement parks, family entertainment centers, shopping centers, casinos, resorts, nightclubs, restaurants, museums, fairs, festivals and more. (more) Page 2 Iwerks Announces Second Quarter Results - Page 3 FORWARD-LOOKING STATEMENT DISCLOSURE ------------------------------------ This release contrans forward-looking statements which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Those risks include, but are not limited to, the ongoing economic conditions and situation in the Asia Pacific region, the level of available sales in the rest of the world, costs of sales and the ability of the Company to maintain pricing levels necessary to maintain gross profit margins, the successful consummation and integration of the Company pending its merger with Showscan, the level of selling, general administrative costs, the performance of the Company under existing purchase contracts and the ability to obtain new contracts, the success of the Company's owned and operating strategy, the success of the Company's film software and the effects of competition, as well as the other "risk factors" set forth in the Company's filings with the Securities and Exchange Commission. All forward-looking statements should be considered in light of these risks and uncertainties. (one page of tables attached) ### Page 3 IWERKS ENTERTAINMENT, INC. FINANCIAL HIGHLIGHTS FISCAL 1998 SECOND QUARTER AND SIX-MONTH ENDED DECEMBER 31, 1997 (in 000s, except per share data) CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Three Months Ended Six Months Ended December 31, 1997 December 31, 1997 (unaudited) (unaudited) 1997 1996 1997 1996 -------- -------- -------- -------- Revenue $ 5,989 $ 10,023 $ 14,041 $ 19,618 Cost and expense Cost of Sales 5,168 6,955 9,957 13,192 Selling, General & Administrative 4,311 3,322 7,916 6,703 Merger Related (a) 218 - 531 - -------- -------- -------- -------- Total Cost 9,697 10,277 18,404 19,895 Interest income, net 208 197 357 394 -------- -------- -------- -------- Net income (loss) $(3,500) $ (57) $(4,006) $ 117 ======== ======== ======== ======== Net income (loss) per common share $ (0.29) $ 0.00 $ (0.33) $ 0.01 ======== ======== ======== ======== Weighted average shares outstanding 12,161 11,715 12,160 11,675 ======== ======== ======== ======== CONDENSED CONSOLIDATED BALANCE SHEETS December 31, 1997 June 30, 1997 ----------------- ------------- (unaudited) (unaudited) ASSETS Cash and marketable securities $ 17,380 $ 19,067 Other current assets 9,677 16,188 Properties and Film Inventory, net 12,554 10,377 Goodwill 15,054 15,367 Other assets 3,185 3,530 --------- --------- Total assets $ 57,850 $ 64,529 ========= ========= LIABILITIES AND STOCKHOLDERS EQUITY Current liabilities $ 11,959 $ 14,316 Long-term liabilities 1,511 1,827 Stockholders' equity 44,380 48,386 --------- --------- Total liabilities and stockholders' equity $ 57,850 $ 64,529 ========= ========= (a) Costs associated with the pending merger of Showscan Entertainment, Inc. -----END PRIVACY-ENHANCED MESSAGE-----