U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
Quarterly report under Section 13 or 15 (d) of the Securities Exchange Act of
1934
For the quarterly period ended July 31, 1996
Commission file number 0-19997
UC Television Network Corp. (formerly Laser Video Network, Inc.)
(Exact Name of Small Business Issuer as Specified in Its Charter)
Delaware 13-3557317
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
645 Fifth Avenue - East Wing, New York, NY 10022
(Address of Principal Executive Offices)
(212) 888-0617
(Issuer's Telephone Number, Including Area Code)
N/A
(Former Name, Former Address and Former Fiscal Year, if Changed
Since Last Report)
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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
------------ -------------
Number of shares of common stock outstanding as of September 12, 1996:
10,899,157
Transitional Small Business Disclosure Format (check one): Yes No X
----- -----
UC TELEVISION NETWORK CORP.
BALANCE SHEET
July 31, 1996
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents . . . . $ 2,885,921
Accounts receivable . . . . . . . 297,400
Prepaid expenses. . . . . . . . . 25,029
Other current assets. . . . . . . 9,198
----------------------
Total current assets. . . . . . 3,217,548
Property and equipment, net . . . . . 772,037
Other assets. . . . . . . . . . . . . 8,280
----------------------
TOTAL . . . . . . . . . . . . . $ 3,997,865
======================
LIABILITIES
Current liabilities:
Accounts payable and
accrued expenses. . . . . . . $ 509,995
Dividends payable. . . . . . . . 53,207
---------------------
Total current liabilities . . . 563,202
---------------------
Redeemable preferred stock . . . . 96,667
---------------------
Commitments and contingencies
STOCKHOLDERS' EQUITY
Capital stock:
Redeemable preferred stock -
$.001 par; authorized 1,500,000
shares; issued and outstanding
96,667 shares (liquidation
value - $96,667 ). . . . . . . .
Preferred stock - $.001 par; authorized
500,000 shares; none issued
Common stock - $.001 par; authorized
50,000,000 shares;
issued and
outstanding 10,899,157 shares . . . . . . 10,899
Additional paid in capital . . . . . . . . 14,822,777
Accumulated deficit. . . . . . . . . . . . (11,495,680)
---------------------
Total stockholders' equity. . . . . . 3,337,996
---------------------
TOTAL . . . . . . . . . . . . . . . . $ 3,997,865
=====================
The accompanying notes are an integral part of the financial statements.
UC TELEVISION NETWORK CORP.
STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended Nine Months Ended
July 31, July 31,
---------------------------------------- --------------------------------------------
1996 1995 1996 1995
------------------- ------------------- --------------------- ---------------------
Sales ........................................ $ 77,000 $ 110,087 $ 1,196,213 $ 849,989
------------ ----------- ----------- -----------
Cost of sales ................................ 294,792 313,115 972,162 904,178
Selling, general and administrative .......... 741,532 654,791 2,096,885 2,009,926
Interest income .............................. (31,925) (26,001) (42,911) (67,563)
------------ ----------- ----------- -----------
1,004,399 941,905 3,026,136 2,846,541
------------ ----------- ----------- -----------
NET LOSS ..................................... $ (927,399) $ (831,818) $(1,829,923) $(1,996,552)
============ =========== =========== ===========
Loss per share ............................... $ (0.09) $ (0.14) $ (0.25) $ (0.35)
Weighted average number of
common shares outstanding ................ 10,327,416 5,954,864 7,472,029 5,668,243
The accompanying notes are an integral part of the financial statements.
UC TELEVISION NETWORK CORP.
STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended
July 31,
-----------------------------------
1996 1995
----------------- ----------------
Cash flows from operating activities:
Net loss ................................................................................ $(1,829,923) $(1,996,552)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization ....................................................... 299,445 428,522
Write down of certain entertainment equipment ....................................... 34,705
Changes in operating assets and liabilities:
Decrease in accounts receivable ................................................... 346,258 117,955
Decrease in prepaid expenses and other current assets ............................. 78,482 30,643
Decrease in other assets .......................................................... 7,105 17,570
Decrease in accounts payable and accrued expenses ................................. 113,044 (68,924)
----------- -----------
Net cash used in operating activities ........................................... (950,884) (1,470,786)
----------- -----------
Cash flows used in investing activities:
Purchases of property and equipment ..................................................... (240,016) (171,992)
Proceeds from sale of obsolete components ............................................... 309,408
Proceeds of short-term investments ...................................................... 750,000
Purchases of short-term investments ..................................................... (504,091)
----------- -----------
Net cash provided by (used in) investing activities ............................. 69,392 73,917
----------- -----------
Cash flows from financing activities:
Net proceeds from issuance of common stock .............................................. 2,974,989 1,801,312
Redemption of redeemable preferred stock ................................................ (4,720)
----------- -----------
Net cash provided by financing activities ....................................... 2,974,989 1,796,592
----------- -----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ....................................... 2,093,497 399,723
Cash - beginning of period ................................................................. 792,424 760,917
----------- -----------
CASH AND CASH EQUIVALENTS - END OF PERIOD .................................................. $ 2,885,921 $ 1,160,640
=========== ===========
The accompanying notes are an integral part of the financial statements.
UC TELEVISION NETWORK CORP.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-QSB and Item 310(b) of
Regulation S-B. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. These financial statements should be read in conjunction
with the Company's financial statements for the fiscal year ended October 31,
1995 included in the Annual Report as filed on Form 10-KSB with the United
States Securities and Exchange Commission.
In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included.
The results of operations for the nine months ended July 31, 1996 are
not necessarily indicative of the results of operations for the full fiscal year
ending October 31, 1996.
NOTE (A) - The Company:
UC Television Network Corp., formerly Laser Video Network, Inc. ("the
Company"), is a broadcasting company which owns and operates the UC Television
Network ("UCTN"), a proprietary interactive commercial television network
operating on college and university campuses, through single-channel television
systems placed primarily in campus dining facilities and student unions.
Substantially all of the Company's revenues are derived from advertising
displayed on UCTN. At July 31, 1996, the Company had an installed base of
approximately 200 entertainment systems at various colleges and universities
throughout the United States.
The Company's revenues are affected by the pattern of seasonality
common to most school-related businesses. Historically, the Company generates a
significant portion of its revenues during the period of September through May
and substantially less revenues during the summer months when colleges and
universities do not hold regular classes. Furthermore, the Company retrofitted
its existing systems during the summer months of 1996 in order to be able to
utilize satellite transmission technology as a means of updating its programming
on UCTN. This retrofit required a shut down of the network, resulting in minimal
sales during this period.
Pursuant to a private placement offering ("Private Placement"), the
Company issued an aggregate of 4,914,293 shares of its Common Stock at $.70 per
share on April 26, 1996 and May 28, 1996. The offering resulted in net proceeds
of $2,974,989, after payment of placement expenses and agent commissions. Under
the Private Placement, warrants to purchase an additional 4,914,293 shares of
its Common Stock were also issued. The warrants, which are exercisable at $1.29
per share, will expire five years from the issue date. The Company has
registered the shares of Common Stock issued and to be issued pursuant to the
Private Placement.
NOTE (A) - The Company: (Continued)
Management intends to use the proceeds to finance, in part, the
Company's installation of new satellite transmission technology on UCTN as well
as provide the Company with additional working capital for operations.
Management believes that the aggregate net proceeds received and funds expected
to be generated from operations will provide the Company with sufficient working
capital to sustain operations through at least the fiscal year ending October
31, 1996. Additional financing may be needed for the Company to continue to
expand into additional college dining facilities.
NOTE (B) - Contingencies:
In connection with the acquisition of certain assets, the Company
agreed to pay two former shareholders of the seller an aggregate of $100,000,
one-half being payable at such time the Company's net pre-tax income equals at
least $500,000, and the balance being payable at such time as the Company has an
additional $500,000 in net pre-tax earnings.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATIONS
The following discussion and analysis should be read in conjunction
with the Company's financial statements appearing elsewhere in this report.
Results of Operations
The Company is a broadcasting company whose principal activities
involve operating and marketing the UC Television Network ("UCTN"), a private
commercial television network. At July 31, 1996, the Company had an installed
base of approximately 200 entertainment systems at various colleges and
universities throughout the United States. Substantially all of its revenues are
derived from advertising displayed on UCTN.
In order to utilize satellite transmission technology as a means of
updating its programming on UCTN, the Company retrofitted its existing systems
installed at college and university campuses during the summer months of 1996.
This retrofit required a shut-down of the network for the summer, resulting in
minimal sales during this period. Although installation of the satellite dishes
at campus locations will continue through the fall and system-wide satellite
transmissions are not expected to commence until January 1997, the network
became operational at the start of the fall 1996 semester. The campus systems
will continue to be updated via CD-ROM until the satellite transmissions
commence.
The Company's sales are affected by the pattern of seasonality common
to most school-related businesses. Historically, the Company generates a
significant portion of its sales during September through May and substantially
less during the summer months when colleges and universities do not hold regular
sessions.
The following table sets forth certain financial data derived from the
Company's statement of operations for the three and nine months ended July 31,
1996 and July 31, 1995:
Three Months Ended
July 31, July 31,
1996 1995
Sales ................................................. $ 77,000 $110,087
Cost of sales ......................................... 294,792 313,115
Selling, general and administrative ................... 741,532 654,791
Interest income ....................................... 31,925 26,001
Net loss .............................................. 927,399 831,818
Nine Months Ended
July 31, 1996 July 31, 1995
------------------------------- ------------------------------
% of % of
$ Sales $ Sales
------------------ ----------- ------------------ -----------
Sales . . . . . . . . . . . . . . . . . . . . $ 1,196,213 100% $ 849,989 100%
Cost of sales . . . . . . . . . . . . . . . 972,162 81 904,178 106
Selling, general and administrative . 2,096,885 175 2,009,926 236
Interest income . . . . . . . . . . . . . . 42,911 4 67,563 8
Net loss . . . . . . . . . . . . . . . . . . 1,829,923 153 1,996,552 235
Sales decreased to $77,000 for the three-month period ended July 31,
1996 ("third fiscal quarter") as compared to $110,087 for the comparable period
last year. As discussed above, in order to utilize satellite transmission
technology as a means of updating its programming on UCTN, the Company
retrofitted its existing systems installed at college and university campuses
during the summer months of 1996. This retrofit required a shut down of the
network for the summer, resulting in minimal sales during this period.
Sales for nine-month period ended July 31, 1996 increased to $1,196,213
versus $849,989 for the comparable period last year. The increase was
attributable to a combination of increased advertising by existing customers,
adding new customers and increased advertising rates during the first half of
the fiscal year. Even though sales during the summer months of 1996 were
minimal, management anticipates sales to increase overall for the fiscal year
ending October 31, 1996 ("Fiscal 1996"). Although the Company has agreements
with national advertisers and has held discussions or had prior agreements with
other national advertisers, no assurance can be given that these or other
advertisers will continue to purchase advertising from the Company, or that
future significant advertising revenues will ever be generated. A failure to
significantly increase advertising revenues could have a material impact on the
operations of the Company.
The cost of sales decreased to $294,792 for the three months ended July
31, 1996 from $313,115 for the comparable period last year. Lower operating
costs due to the shut-down of the network during most of the quarter was
partially offset by costs associated with the preparation for the retrofitting
of existing systems to receive satellite transmissions. The cost of sales
increased to $972,162 for the nine-month periods ended July 31, 1996 from
$904,178 for the comparable periods last year. The increase relates primarily to
costs associated with the preparation for the conversion of UCTN to a
satellite-delivered network.
Selling, general and administrative expenses increased to $741,532 and
$2,096,885 for the three and nine-month periods ended July 31, 1996, as compared
to $654,791 and $2,009,926 for the same periods last year. Such increases for
both the three and nine-month periods relate to a severance arrangement entered
into during the third fiscal quarter, offset partially by decreased consulting
fees. In addition, during the nine months ended July 31, 1996, advertising
agency fees increased as a result of the increased sales during that period.
Interest income increased by 23% to $31,925 for the third fiscal
quarter as a result of the investment of the proceeds from the private placement
described below. Interest income decreased to $42,911 for the nine-month period
ended July 31, 1996 as compared to $67,563 for the comparable period last year.
The decrease is attributed lower average cash levels during the first half of
Fiscal 1996.
The net loss for the third fiscal quarter reached $927,399, up from
$831,818 for the comparable period last year, however the net loss for the
nine-month period ended July 31, 1996 totaled $1,829,923 down from $1,996,552
for the comparable period last year. The Company has incurred substantial losses
since commencement of its operations and anticipates that such losses will
continue through Fiscal 1996. In order to reach the stage where the Company is
profitable, the Company will need to continue to expand into additional college
dining facilities. Furthermore, additional financing may be required to produce
the additional systems necessary to reach profitable operating levels.
Financial Condition and Liquidity
At July 31, 1996, the Company had working capital of $2,654,346. At
such date, the Company's cash and cash equivalents totaled $2,885,921.
Cash used in operations decreased to $950,884 during the nine months
ended July 31, 1996 from $1,470,786 for the comparable period last year. The
decrease is related primarily to cash flows generated by increased sales during
the current fiscal year.
Production of new systems during the first half of Fiscal 1996 was
delayed in anticipation of UCTN converting to a satellite-delivered network
during the summer of 1996. As a result, the Company sold equipment no longer
needed for the satellite network, primarily at cost, and such sales exceeded
property and equipment purchased for the nine months ended July 31, 1996 by
$69,392. Net purchases of property and equipment for the same period in the
prior year was $171,992. The Company has contracted with an authorized
distributor of IBM to provide hardware required to upgrade to a
satellite-delivered network. Commitments for equipment to the IBM distributor
totaled approximately $900,000 at July 31, 1996.
Pursuant to the Private Placement on April 26, 1996 and May 28, 1996,
the Company issued an aggregate of 4,914,293 shares of its Common Stock. The
issuances resulted in net proceeds of $2,974,989, after payment of placement
expenses and agent commissions. Management intends to use the proceeds to
finance, in part, the Company's installation of new satellite transmission
technology on its UCTN as well as provide the Company with additional working
capital for operations. Management believes that the aggregate net proceeds
received and funds expected to be generated from operations will provide the
Company with sufficient working capital to sustain operations through at least
the fiscal year ending October 31, 1996. Additional financing may be needed for
the Company to continue to expand into additional college dining facilities
required to reach profitable operating levels.
In the event the Company does not achieve anticipated revenue levels
and/or obtain additional financing, the Company expects to reduce its operating
expenses by, among other actions, downsizing its personnel and reducing its
marketing, promotional and product development costs in an effort to reduce cash
requirements. Reduction of operating expenses alone is not expected to assure
profitability.
PART II
OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 2. Changes in Securities.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security-Holders.
(a) Special meeting held on July 30, 1996
(b) Not applicable
(c) Matters Voted Upon
(1) Approving the change of the Company's name to UC
Television Network Corp. For: 7,289,380; Against:
136,319; Abstaining: 23,488
(2) Approving the increase of the authorized shares
Company's Common Stock to 50,000,000 shares For:
6,730,472; Against: 467,128; Abstaining: 251,876
(d) Not applicable
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibit 10 - Material Contracts - Employment Termination
Agreement between the Registrant and Thom Kidrin, dated August
5, 1996.
Exhibit 27 - Financial Data Schedule
(b) No reports on Form 8-K have been filed for the quarter for
which this report is being filed.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
UC TELEVISION NETWORK CORP.
Registrant
Date: September 16, 1996 /s/ Peter L. Kauff
------------------
Peter L. Kauff
Chairman of the Board
(Principal Executive Officer)
Date: September 16, 1996 /s/ Alan M. Pearl
-----------------
Alan M. Pearl
Chief Financial Officer,
Treasurer and Secretary
(Principal Accounting
and Financial Officer)