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 from January 1, 1998 to March 31, 1998
--------------- --------------
Commission file number 0-19997
-------
College Television 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.)
5784 Lake Forrest Drive. Suite 275 Atlanta, GA 30328
-----------------------------------------------------
(Address of Principal Executive Offices)
(404) 256-9630
--------------
(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 May 13, 1998: 8,015,153
Transitional Small Business Disclosure Format (check one): Yes No X
-- --
PART I
FINANCIAL INFORMATION
ITEM 1. Financial Statements
College Television Network, Inc.
BALANCE SHEET
March 31, 1998
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents............................................................ $ 9,348,397
Accounts receivable, net of allowance of $25,000..................................... 1,445,632
Prepaid expenses..................................................................... 97,418
Other current assets................................................................. 73,139
------------
Total current assets.............................................................. 10,964,586
Property and equipment, net............................................................. 2,514,183
Other assets............................................................................ 26,788
Intangible assets, net.................................................................. 364,918
------------
Total assets...................................................................... $ 13,870,475
LIABILITIES
Current liabilities:...................................................................
Accounts payable.................................................................... $ 451,993
Accrued expenses.................................................................... 1,747,800
Deferred revenue.................................................................... 155,626
Dividends payable................................................................... 2,309
Current portion of capital lease obligation......................................... 176,403
Total current liabilities......................................................... 2,534,131
Long-term portion of capital leases..................................................... 73,291
Redeemable preferred stock.............................................................. 3,333
Total liabilities................................................................. 2,610,755
STOCKHOLDERS' EQUITY
Capital stock:
Preferred stock-$.001 par; authorized 2,000,000 shares
Common stock - $.005 par; authorized 100,000,000 shares;
issued and outstanding 8,015,153 shares............................................ 40,076
Additional paid in capital............................................................ 30,241,704
Accumulated deficit................................................................... (19,022,060)
Total stockholders' equity........................................................ 11,259,720
Total liabilities, redeemable preferred stock and stockholders' equity............ $ 13,870,475
The accompanying notes are an integral part of the financial statements.
-2-
COLLEGE TELEVISION NETWORK, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended
March 31,
1998 1997
---- ----
Revenues........................................................................... $ 1,770,978 $ 872,383
Interest........................................................................... 145,292 2,732
----------- -----------
Total revenues............................................................ 1,916,270 875,115
----------- ----------
Expenses
Operating................................................................. 611,474 178,660
Selling, general and administrative....................................... 3,263,321 601,729
Depreciation and amortization............................................. 206,809 189,737
----------- ----------
4,081,604 970,126
----------- ----------
Net loss........................................................................... $(2,165,334) $ (95,011)
=========== ==========
Loss per share (1997 share information restated for one-for-five stock
split occurring on October 6, 1997)............................................. $(0.27) $(0.04)
Weighted average number of common shares outstanding............................... 8,015,153 2,196,971
The accompanying notes are an integral part of the financial statements.
-3-
COLLEGE TELEVISION NETWORK, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended
March 31,
1998 1997
------ ------
Cash flows from operating activities:
Net loss.................................................................... $(2,165,334) $(95,011)
Adjustments to reconcile net loss to net cash (used in) provided by
operating activities:
Depreciation and amortization............................................ 206,809 189,737
Changes in operating assets and liabilities, net of the effect of
acquisition.............................................................
(Increase) decrease in accounts receivable............................ (265,664) 38,083
(Increase) decrease in prepaid expenses .............................. (21,857) 6,594
(Increase) decrease in other current assets........................... (42,614) 18,687
Decrease in accounts payable ......................................... (111,095) (98,731)
Increase (decrease) in accrued expenses............................... 904,084 (138,024)
Decrease in deferred revenue.......................................... (80,626) -0-
Increase in capital lease obligations................................. -0- 188,861
----------- --------
Net cash (used in) provided by operating activities................. (1,576,297) 110,196
=========== ========
Cash flows used in investing activities:
Purchases of property and equipment......................................... (622,804) (247,935)
Cash acquired through acquisition........................................... 109,209 -0-
----------- --------
Net cash used in investing activities.................................... (513,595) (247,935)
=========== ========
Net decrease in cash and cash equivalents...................................... (2,089,892) (137,739)
Cash and cash equivalent, beginning of period.................................. 11,438,289 734,353
----------- --------
Cash and cash equivalents, end of period....................................... $ 9,348,397 $ 596,614
=========== =========
The accompanying notes are an integral part of the financial statements.
-4-
COLLEGE TELEVISION NETWORK, INC.
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,
1997 included in the Annual Report as filed on Form 10-KSB with the United
States Securities and Exchange Commission.
In the opinion of management, the accompanying unaudited financial
statements contain all adjustments (consisting of normal recurring accruals)
necessary to present fairly the financial position as of March 31, 1998 and the
results of operations and the statements of cash flows for the three months
ended March 31, 1998 and 1997.
The results of operations for the three months ended March 31, 1998 and
1997 are not necessarily indicative of the results of operations for a full
fiscal year of the Company.
NOTE (A) - THE COMPANY
- ----------------------
College Television Network, Inc. ("the Company"), is a broadcasting company
which owns and operates the College Television Network ("CTN"), a proprietary
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 CTN. At March 31, 1998 and 1997, the
Company had an installed base of approximately 272 and 214 entertainment
systems, respectively 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.
NOTE (B) - ACQUISITION
- ----------------------
On January 12, 1998, the Company acquired Link Magazine ("Link"), a New
York City-based publication to college students, from Creative Media
Generations, Inc., a New Jersey corporation ("Creative Media"). Founded in 1993,
Link Magazine is a free publication sent to approximately 1,000,000 college
students at 358 colleges and universities, through a proprietary distribution
process. The magazine generates revenues through advertising sales.
The Company acquired substantially all of the assets of Link in exchange
for the assumption of certain liabilities in the approximate amount of $370,000.
The acquisition has been accounted for under the purchase method of accounting.
Goodwill in the approximate amount of $345,000 relating to this transaction will
be amortized over fifteen years on a straight line basis. The Company entered
into two employment agreements and a consulting agreement with certain officers
of Creative Media.
Link's results of operations are not considered material to the Company's
financial statements. The results of operations of Link are included in the
Company's statement of operations from the acquisition date through March 31,
1998.
NOTE (C) - COMMITMENTS AND CONTINGENCIES
- ----------------------------------------
The Company executed an equipment rental agreement with Hughes Network
Systems on November 6, 1996. The agreement calls for the installation of 200
systems for receiving satellite transmissions with payments aggregating $328,032
over a three-year period. At the end of such period, the Company may purchase
the equipment for $1.00. The equipment is accounted for as a capital lease with
the related asset of $242,060 and
-5-
liability of $249,694 included in the balance sheet at March 31, 1998. Future
minimum lease payments are contingent upon the total number of systems leased at
any given time. The Company is currently in negotiations with two companies
regarding services related to Direct Video Broadcast ("DVB") platform for CTN.
The impact of this potential change in delivery methods to the financial
statements cannot be determined at this time.
On March 21, 1998, the Company entered into a severance agreement with one
of its senior executives. The agreement provides for payments of approximately
$870,000 over a three year period ending in April, 2001. A provision for this
obligation is included in the Company's statement of operations for the three
months ended March 31, 1998. As of March 31, 1998, the Company has paid
approximately $21,500 of this obligation.
On March 27, 1998, the Company signed an agreement with Turner Private
Networks, Inc., effective as of January 1, 1998, to provide news and sports
programming on CTN through December 31, 2002. The total license fee is
approximately $2,900,000. This agreement supercedes the prior programming
agreement entered into on November 5, 1996.
NOTE (D) - PROPERTY AND EQUIPMENT
- ---------------------------------
Property and equipment consists of the following:
March 31, 1998
Entertainment systems, completed $ 3,989,066
Entertainment systems, in progress 55,902
Machinery and equipment 825,828
Furniture and fixtures 254,747
DVB equipment 313,910
-----------
5,439,453
Less accumulated depreciation and amortization (2,925,270)
-----------
Property and equipment, net $ 2,514,183
-----------
As discussed in Note C, amounts related to DVB equipment result from the
anticipated change in the Company's delivery methodology from the current send
and store method to a direct video broadcast method.
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.
Information contained or incorporated by reference in this report contains
"forward looking statements" which can be identified by the use of forward-
looking terminology such as "believes," "expects," "may," "will," "should" or
"anticipates" or the negative thereof or other variations thereon or comparable
terminology, or by discussions of strategy. No assurance can be given that the
future results covered by the forward-looking statements will be achieved.
RESULTS OF OPERATIONS
The Company is a broadcasting company which owns and operates the College
Television Network ("CTN"), a proprietary commercial television network
operating on college and university campuses, through single-channel television
systems (collectively, the "Systems" and individually, a "System") placed
primarily in campus dining facilities and student unions. Substantially all of
the Company's revenues are derived from advertising displayed on CTN. At March
31, 1998, CTN was installed or contracted for installation at approximately 331
locations at various colleges and universities throughout the United States.
The Company believes CTN currently reaches a viewership of approximately 800,000
daily impressions.
-6-
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.
The following table sets forth certain financial data derived from the
Company's statement of operations for the three months ended March 31, 1998 and
March 31, 1997:
Three Months Ended Three Months Ended
March 31, 1998 March 31, 1997
-------------- --------------
% of % of
$ Revenues $ Revenues
-------------------------------------------
Revenues................................ 1,770,978 100% 872,383 100%
Operating expenses...................... 611,474 35 178,660 20
Selling, general and administrative..... 3,263,321 184 601,729 69
Depreciation and amortization........... 206,809 12 189,737 22
Interest income......................... 145,292 8 2,732 -
Net loss................................ 2,165,334 122 95,011 11
Revenues increased by 103% to 1,770,978 for the three months ended March
31, 1998 from $872,383 for the comparable period last year. Increased
commitments from existing customers combined with new customers and the addition
of "Link" magazine revenue was the primary source of this increase. In addition,
the Company increased its advertising rates charged during the fiscal year ended
October 31, 1997 ("Fiscal 1997"). The Company recently changed its fiscal year
end for years subsequent to Fiscal 1997, to December 31. The Company anticipates
continued sales growth during the year ending December 31, 1998 ("Fiscal 1998")
by continuing to expand its advertiser base and by further increasing the amount
charged for its advertising spots to reflect the anticipated increase in
viewership. 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 time 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.
Operating expenses increased to $611,474 for the three month period ended
March 31, 1998 from $178,660 for the same period last year. The increase over
the comparable prior year period is primarily attributable to additional
programming costs for improved programming for CTN. Furthermore, the Company
incurred expenses in 1998 directly related to the commencement of satellite
transmission of the network.
Selling, general and administrative expenses increased to $3,263,321 for
the three month period ended March 31, 1998 from $601,729 for the same period
last year. A significant portion of this increase is directly attributable to
severance obligations for a senior executive of the Company. (See Note C for
additional information). Other reasons for this increase are attributable to the
Company's efforts to increase market awareness for the network. This is being
achieved by expanding the Company's management team, advertising and affiliate
sales forces, opening additional regional sales offices, and instituting a more
aggressive advertising and marketing campaign for CTN.
Depreciation and amortization expense totaled $206,809 for the three month
period ended March 31, 1998 as compared to $189,737 for the comparable prior
year period. The 1998 increase is primarily attributable to the installation of
systems in new schools and equipment for the addition of staff.
-7-
Interest income increased to $145,292 for the three month period ended
March 31, 1998 as compared to $2,732 for the comparable prior year period. The
significant increase in 1998 is attributable to higher interest rates and
greater average cash balances directly related to the April 1997 purchase of a
majority of the Company's Common Stock by U-C Holdings, L.L.C., a Delaware
limited liability company.
The Company has incurred substantial losses since commencement of its
operations and anticipates that such losses will continue in Fiscal 1998. The
net loss increased to $2,165,334 for the three month period ended March 31, 1998
as compared to $95,011 for the comparable prior year period. Approximately
forty percent of the net loss for the quarter is directly attributable to the
severance obligation discussed in Note C. The increase in the 1998 net loss for
this three month period is reflective of the Company's continued efforts to
expand the advertising and affiliate bases. The Company has spent more on
programming, system installation, maintenance and overhead expenses as the
number of employees has increased significantly. Management of the Company
believes this expansion is necessary in order to grow the advertising and
affiliate levels to a point where the Company will achieve profitability.
FINANCIAL CONDITION AND LIQUIDITY
At March 31, 1998, the Company had working capital of $8,430,455. At such
date, the Company's cash and cash equivalents totaled $9,348,397.
Cash (used in) provided by operations increased to $(1,576,297) during the
three months ended March 31, 1998 from $110,196 for the comparable period last
year, net of the effect of the Link acquisition. The impact of increased sales
during the three month period ended March 31, 1998 was more than offset by
additional expenditures related to personnel added as part of the Company's
effort to expand its network and advertiser base and the timing of collections
of accounts receivable and payments of accounts payable.
Purchases of property and equipment, net of the effect of the Link
acquisition, increased to $622,804 during the three months ended March 31, 1998
from $247,935 for the comparable period last year due to the purchase of
additional network systems, equipment associated with the commencement of the
DVB broadcast platform, coupled with the purchase of furniture and equipment
needed for the addition of new regional offices and additional employees hired
during the fiscal year.
On March 27, 1998, the Company signed an agreement with Turner Private
Networks, Inc. to provide news and sports programming on CTN through December
31, 2002. The total license fee is approximately $2,900,000. This agreement
supercedes the prior programming agreement entered into on November 5, 1996.
The Company has incurred substantial losses since commencement of its
operations and anticipates that such losses will continue in Fiscal 1998. In
order to reach the stage where the Company is profitable, it is expected that
additional expenditures will be required to increase the affiliate base and to
market the network properly to attract more advertisers.
Although to this point the Company has not achieved profitability, the
Company believes it has sufficient working capital available to continue
operating as a going concern through the end of Fiscal 1998.
-8-
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.
By written consent on January 30, 1998, of U-C Holdings, LLC, the
majority stockholder which holds 5,818,181 shares of common stock
of the Company, representing approximately 72.6% of the total
shares of common stock then outstanding, the Company adopted (i)
amendments to the Company's 1996 Stock Incentive Plan, Outside
Directors' 1996 Stock Option Plan, and 1990 Performance Equity
Plan; and (ii) amendments to the Company's Amended and Restated
Bylaws. The Company mailed a Schedule 14C Information Statement
to beneficial holders of the Company's common stock on or about
February 23, 1998 in connection with such actions.
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits:
Exhibit Description
- ------- -----------
Exhibit 3(ii) Amended and Restated Bylaws of the Registrant, as amended
Exhibit 10.1 First Amendment to Outside Directors' 1996 Stock Option Plan
Exhibit 10.2 First Amendment to 1990 Performance Equity Plan
Exhibit 10.3 First Amendment to 1996 Stock Incentive Plan
Exhibit 10.4 Programming and Services Agreement, dated effective as of January 1, 1998, between
Registrant and Turner Private Networks, Inc.
Exhibit 10.5 Installation Agreement (Phase I), dated March 13, 1998, between the Registrant and
Crawford Communications, Inc.
Exhibit 27 Financial Data Schedule
(b) Reports on Form 8-K:
None.
-9-
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.
COLLEGE TELEVISION NETWORK, INC.
Registrant
Date: May 14, 1998 /s/ Jason Elkin
---------------
Jason Elkin
Chief Executive Officer and
Chairman of the Board
(Principal Executive Officer)
Date: May 14, 1998 /s/ Patrick Doran
-----------------
Patrick Doran
Chief Financial Officer, Secretary and
Treasurer (Principal Accounting
and Financial Officer)
-10-