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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[MARK ONE]
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1999
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ______________ TO ____________
COMMISSION FILE NUMBER: 0-19997
COLLEGE TELEVISION NETWORK, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 13-3557317
(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.)
5784 LAKE FORREST DRIVE, SUITE 275 30328
ATLANTA, GEORGIA (Zip Code)
(Address of Principal Executive Offices)
ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE: (404) 256-9630
N/A
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(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 12, 1999: 14,298,913
Transitional Small Business Disclosure Format (check one): Yes [_] No [X]
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Page 1 of 13
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
COLLEGE TELEVISION NETWORK, INC.
BALANCE SHEET
March 31, 1999
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents........................................... $ 3,686,641
Accounts receivable, net of allowance of $197,875................... 2,706,640
Prepaid expenses.................................................... 245,811
Other current assets................................................ 74,102
------------
Total current assets............................................ 6,713,194
Property and equipment, net.............................................. 7,143,785
Other assets............................................................. 165,390
Intangible assets, net................................................... 609,080
------------
Total assets $ 14,631,449
============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable.................................................... $ 847,528
Accrued expenses.................................................... 989,418
------------
Total current liabilities....................................... 1,836,946
Accrued severance, net of current portion................................ 504,644
------------
Total liabilities............................................... 2,341,590
------------
Capital stock:
Common stock - $.005 par; authorized 50,000,000 shares;
issued and outstanding 14,298,913 shares.......................... 71,494
Additional paid in capital.......................................... 40,291,531
Accumulated deficit................................................. (28,073,166)
------------
Total stockholders' equity...................................... 12,289,859
------------
Total liabilities and stockholders' equity...................... $ 14,631,449
============
The accompanying notes are an integral part of the financial statements.
Page 2 of 13
COLLEGE TELEVISION NETWORK, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended
March 31,
1999 1998
----------------------------------
Revenue.............................................................. $ 2,980,294 $ 1,770,978
-----------------------------------
Expenses
Operating......................................................... 1,833,387 787,093
Selling, general and administrative............................... 3,649,921 3,074,954
Depreciation and amortization..................................... 308,089 206,809
-----------------------------------
Total Expenses................................................ 5,791,397 4,068,856
Interest Income, net.............................................. 48,566 132,544
-----------------------------------
Loss before income taxes and cumulative effect of change
in accounting principle......................................... (2,762,537) (2,165,334)
Provision for income taxes........................................ - -
-----------------------------------
Loss before cumulative effect of change in accounting
principle....................................................... (2,762,537) (2,165,334)
Cumulative effect of change in accounting principle............... - 140,044
-----------------------------------
Net loss.......................................................... $ (2,762,537) $ (2,025,290)
Basic and diluted loss per share
Loss before cumulative effect of change in accounting principle. $ (.19) $ (.27)
-----------------------------------
Cumulative effect of change in accounting principle............. - .02
Net Loss........................................................ $ (.19) $ (.25)
-----------------------------------
Weighted average number of common shares
outstanding (basic and diluted)............................... 14,298,913 8,015,153
The accompanying notes are an integral part of the financial statements.
Page 3 of 13
COLLEGE TELEVISION NETWORK, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended
March 31,
1999 1998
------------------------------------------
Cash flows from operating activities:
Net loss.......................................................... $ (2,762,537) $ (2,025,290)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization..................................... 308,089 206,809
Compensation from stock options................................... 240,000 -
Cumulative effect of change in accounting principle............... - (140,044)
Changes in operating assets and liabilities, net of acquisition:
Accounts receivable............................................... (445,549) (267,027)
Prepaid expenses.................................................. 80,697 (21,857)
Other assets...................................................... 120,449 (41,251)
Accounts payable.................................................. 328,532 (111,095)
Accrued expenses.................................................. 355,930 904,084
Deferred revenue.................................................. - (80,626)
----------------------------------------
Net cash used in operating activities......................... (1,774,389) (1,576,297)
----------------------------------------
Cash flows from investing activities:
Purchases of property and equipment............................... (920,393) (622,804)
Cash (paid for) acquired from acquisitions, net of cash received.. (30,000) 109,209
---------------------------------------
Net cash used in investing activities......................... (950,393) (513,595)
Cash flows from financing activities................................... - -
---------------------------------------
Net cash provided by financing activities................ - -
---------------------------------------
Net (decrease) increase in cash and cash equivalents................... (2,724,782) (2,089,892)
Cash and cash equivalents, beginning of period.........................
6,411,423 11,438,289
---------------------------------------
Cash and Cash equivalents, end of period............................... $ 3,686,641 $ 9,348,397
---------------------------------------
The accompanying notes are an integral part of the financial statements
Page 4 of 13
COLLEGE TELEVISION NETWORK, INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
The accompanying unaudited consolidated financial statements (the
"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 December 31, 1998 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, 1999 and the
results of operations and of cash flows for the three months ended March 31,
1999 and 1998.
The results of operations for the three months ended March 31, 1999 and
1998 are not necessarily indicative of the results of operations for a full
fiscal year of the Company. Certain prior period amounts have been reclassified
to conform with current period presentation. During 1998, the Company changed
its method of depreciation for all fixed assets from an accelerated method to
the straight-line method resulting in a cumulative effect of change in
accounting principle.
NOTE (A) - THE COMPANY
- ----------------------
College Television Network, Inc. ("the Company") is a broadcasting company
which owns and operates the College Television Network ("CTN" or the "Network"),
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. The majority of the Company's revenue is
derived from advertising displayed on CTN. At March 31, 1999 and 1998, CTN was
installed or contracted for installation at approximately 927 and 331 locations,
respectively, at various colleges and universities throughout the United States.
The Company believes CTN currently reaches a viewership of approximately
1,500,000 daily impressions.
The Company also owns and publishes "Link Magazine," a publication having
an approximate circulation in excess of one million students. Link Magazine is
distributed free of charge to more than 650 campuses nationwide. In addition,
the Company owns Sadler & Streib, an Atlanta-based advertising agency primarily
involved in placing media buys and providing creative services for its clients.
The Company's revenue is affected by the pattern of seasonality common to
most school-related businesses. Historically, the Company has generated a
significant portion of its revenue during the period from September through May
and substantially less revenue during the summer months when colleges and
universities do not hold regular classes.
Page 5 of 13
NOTE (B) - PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT CONSISTS OF THE FOLLOWING:
March 31, Estimated
1999 useful lives
--------------------------------------
Entertainment systems, completed....... $ 6,932,244 5 years
Entertainment systems, in progress..... 23,136
Machinery and equipment................ 760,809 7 years
Furniture and fixtures................. 407,517 7 years
Leasehold improvements................. 201,322 7 - 11 years
---------------
8,325,028
Less : Accumulated depreciation....... (1,181,243)
---------------
Total.................................. $ 7,143,785
---------------
Depreciation expense for the quarter ended March 31, 1999 and the quarter ended
March 31, 1998 was approximately $297,000 and $201,000, respectively.
NOTE (C) - COMMITMENTS AND CONTINGENCIES
- ----------------------------------------
The Company is currently utilizing Crawford Communications Inc.
("Crawford"), and Viatech International, Inc. to complete the installation of
new systems in the Company's existing locations, and to complete installations
in new locations. The Company has also entered into an Origination Services
Contract with Crawford. In accordance with this contract, Crawford is
responsible for the transmission via satellite of CTN's daily programming,
including encoding signals, testing, maintaining CTN's programming library, and
obtaining programming from Turner Private Networks, Inc. ("Turner") pursuant to
the Company's programming agreement with Turner, as well as other programming
from other CTN sources. Crawford is also responsible for the uplink of the
programming to a satellite as well as the downlink of the signal from the
satellite at each installation site. The Origination Services Contract has a
five-year term.
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 fiscal
year ended December 31, 1998. As of March 31, 1999, the Company has paid
approximately $300,000 of this obligation.
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.
In connection with the delivery platform conversion, the Company entered
into a Transponder Use Agreement with Public Broadcasting Service ("PBS") on
April 30, 1998. The Company has subleased capacity on a satellite owned and
operated by GE American Communications, Inc. ("GE")
Page 6 of 13
and leased to PBS by GE. This contract terminates on July 31, 2003. The Company
has protected status on this satellite, where in the event of satellite failure
or a performance problem, the Company's programming will preempt transmissions
of other users on this satellite or on another satellite.
On February 19, 1999, the Company entered into a severance agreement with
one of its senior executives and member of the Board of Directors. The agreement
provides for payments of approximately $476, 000 over a twenty-six month period
through April 2001. In conjunction with the severance agreement, the Company
also granted the officer an option to purchase 100,000 shares of the Company's
common stock at an exercise price of $2.75 per share. The options expire five
years from the date of the severance agreement. In connection with the severance
agreement, the Company recorded charges of $436,300, representing the present
value of the cash severance payments and $240,000, representing the fair value
of the stock options, as calculated under the Black Scholes model.
NOTE (D) COMPREHENSIVE INCOME
- -----------------------------
As of January 1, 1998, the Company adopted Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income." This standard
establishes new rules for reporting and display of comprehensive income and its
components. The adoption of this statement has no impact on the Company's net
loss or stockholders' equity. During fiscal 1998 and the prior periods
presented, total comprehensive income substantially equaled net loss.
NOTE (E) SEGMENT REPORTING
- --------------------------
In fiscal 1998, the Company adopted Statement of Financial Accounting
Standards No. 131, "Disclosures About Segments of an Enterprise and Related
Information" ("SFAS No. 131"). This statement establishes new standards for the
manner in which companies report operating segment information as well as
disclosures about products and services and major customers. Currently the
Company has three reportable segments as defined under SFAS No. 131: (i) CTN;
(ii) Link; and (iii) S&S. See Note A for a description of the products and
services provided by each segment. Prior to the Company's acquisition of S&S on
July 1, 1998, CTN and Link were the only reportable segments as defined in
accordance with SFAS No. 131. The Company evaluates each segment's performance
based on income or loss before income taxes. Information regarding the
operations of these reportable segments are as follows:
THREE MONTHS ENDED THREE MONTHS ENDED MARCH
MARCH 31, 1999 31, 1998
Revenues
CTN $ 1,801,797 $ 1,496,110
Link 694,822 274,868
S&S 483,675 -
------------- -----------------
$ 2,980,294 $ 1,770,978
------------- -----------------
Loss before income taxes and cumulative effect
of change in accounting principle
CTN (2,305,730) (2,013,815)
Link (430,686) (151,519)
S&S (26,121) -
------------- -----------------
Total Assets $ (2,762,537) $ (2,165,334)
------------- -----------------
Page 7 of 13
CTN 12,938,729 13,361,499
Link 903,122 508,976
S&S 789,598 -
------------- -----------------
$ 14,631,449 $ 13,870,475
------------- -----------------
Substantially all of the property and equipment owned by the Company is used in
the operations of CTN.
Page 8 of 13
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
FORWARD-LOOKING STATEMENTS
Certain forward-looking information contained in this Quarterly Report is
being provided in reliance upon the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995 as set forth in Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934 as amended. Such information includes, without limitation,
discussions as to estimates, expectations, beliefs, plans, strategies and
objectives concerning the Company's future financial and operating performance.
Such forward-looking information is subject to assumptions and beliefs based on
current information known to the Company and factors that could yield actual
results differing materially from those anticipated. The Company undertakes no
obligation to update or revise forward-looking statements to reflect changed
assumptions, the occurrence of unanticipated events or changes in future
operating results. Please see Exhibit 99.1 "Safe Harbor Compliance Statement for
Forward-Looking Statements" to the Company's Annual Report on Form 10-KSB for
the year ended December 31, 1998, the terms of which are incorporated herein,
for additional factors to be considered by shareholders and prospective
shareholders.
OVERVIEW
College Television Network, Inc., a Delaware corporation formerly known as
UC Television Network Corp. (the "Company"), commenced operations in January
1991. The Company owns and operates the College Television Network ("CTN" or the
"Network"), a proprietary commercial television network that operates on college
and university campuses. CTN is provided to campuses through single-channel
television systems ("Systems") placed free of charge primarily in campus dining
facilities and student unions. For the year ended December 31, 1998,
approximately 78% of the Company's revenues were derived from advertising
displayed on CTN. At March 31, 1999, CTN was installed or contracted for
installation at approximately 927 locations at various colleges and universities
throughout the United States. The Company believes CTN currently reaches a
viewership of approximately 1,500,000 daily impressions.
The Company also owns and publishes "Link Magazine," a publication having
an approximate circulation in excess of one million students. Link Magazine is
distributed free of charge to more than 650 campuses nationwide. For the year
ended December 31, 1998, approximately 17% of the Company's revenue was
generated through advertisements placed in Link Magazine. In addition, the
Company owns Sadler & Streib, an Atlanta-based advertising agency primarily
involved in placing media buys and providing creative services for its clients.
The Company's revenue is affected by the pattern of seasonality common to
most school-related businesses. Historically, the Company has generated a
significant portion of its revenue during the period of September through May
and substantially less revenue during the summer months when colleges and
universities do not hold regular classes.
RESULTS OF OPERATIONS
The following table sets forth certain financial data derived from the
Company's statement of operations for the three months ended March 31, 1999 and
March 31, 1998:
Three Months Ended
March 31, 1999 March 31, 1998
--------------------------------------------------------------------
% of % of
$ Revenue $ Revenue
--------------------------------------------------------------------
Revenue..................................... 2,980,294 100 1,770,978 100
Operating expenses.......................... 1,833,387 62 787,093 44
Selling, general and administrative......... 3,649,921 122 3,074,954 174
Depreciation and amortization............... 308,089 11 206,809 12
Page 9 of 13
Interest income............................. 48,566 2 132,544 7
Loss before cumulative effect of change in
accounting principle........................ 2,762,537 93 2,165,334 114
Revenue increased to $2,980,294 for the three months ended March 31, 1999,
versus $1,770,978 for the comparable period in the prior year. Increased
advertising sales to existing customers combined with sales to new customers for
both the Network and Link Magazine was the primary source for this increase.
Furthermore, approximately 16% of the current quarter's revenue was attributable
to the Sadler & Streib advertising agency which was acquired in July 1998. The
Company anticipates that it will experience continued sales growth throughout
the fiscal year ending December 31, 1999 by continuing to expand its advertiser
base and by increasing the rates 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 from the Company, or that future
significant advertising revenue will ever be generated. A failure to
significantly increase advertising revenue could have a material impact on the
operations of the Company.
Operating expenses increased to $1,833,387 for the three-month period ended
March 31, 1999, as compared to $787,093 for the comparable period in the prior
year. The increase over the comparable prior year period is primarily
attributable to direct costs relating to the advertising agency business with no
corresponding amount for the first quarter of 1998 as the agency was acquired in
July 1998. Additionally publishing costs associated with producing larger and
higher quality issues of Link Magazine account for a portion of the increase.
The increase over the prior year also reflects additional costs for improved
network programming and satellite transmission expenses.
Selling, general and administrative expenses increased to $3,649,921 for
the three-month period ended March 31, 1999, versus $3,074,954 for the
comparable period in the prior year. The increase is primarily attributable to
the hiring of inside sales personnel and their related expenses in the
advertising and affiliate groups.
Depreciation and amortization expense totaled $308,089 for the three-month
period ended March 31, 1999, as compared to $206,809 for the comparable period
in the prior year. The increase in depreciation expense is directly related to
the significant increase in installed affiliate locations and the equipment
related thereto.
Interest income amounted to $48,566 for the three-month period ended March
31, 1999, versus $132,544 for the comparable period in the prior year. The
decrease is attributable to the Company's lower cash position as a result of
expenditures directly related to the equipment required for the increased number
of installed affiliate locations.
The Company has incurred substantial losses since commencement of its
operations and anticipates that such losses will continue in Fiscal 1999. The
net loss amounted to $2,762,537 for the three month period ended March 31, 1999,
versus $2,025,290 for the comparable period in the prior year. The net loss for
the quarter reflects the Company's continued efforts to expand its advertiser
and affiliate bases.
FINANCIAL CONDITION AND LIQUIDITY
At March 31, 1999, the Company had working capital of $4,876,248. At such
date, the Company's cash and cash equivalents totaled $3,686,641.
Cash used in operations increased to $1,774,389 during the three months
ended March 31, 1999, from $1,576,297 for the comparable period in the prior
year. The impact of increased sales during the three month period ended March
31, 1999 was more than offset by additional expenditures
Page 10 of 13
related to programming and personnel in connection with the Company's effort to
expand its network and advertiser base. A portion of this increase was also
attributable to the timing of collections of accounts receivable. The Company
has obtained a commitment from its majority stockholder to fund cash flows from
deficits, if any, through December 31, 1999.
Purchases of property and equipment increased to $920,393 during the three
months ended March 31, 1999 from $622,804 for the comparable period in the prior
year due to the purchase of additional network systems needed to accommodate the
rapid expansion of new affiliate locations.
The Company has incurred substantial losses since commencement of its
operations and anticipates that such losses will continue through Fiscal 1999.
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.
YEAR 2000
Many currently installed computer systems and software products are coded
to accept only two digit entries in the date code field. Beginning in the Year
2000, those date code fields will need to accept four digit entries to
distinguish 21st century dates from 20th century dates. As a result, prior to
December 31, 1999, computer systems and/or software used by many companies may
need to be upgraded to comply with such "Year 2000" requirements. The Company
relies on computer applications provided by third parties to deliver and track
its programming on CTN as well as to manage and monitor its accounting,
advertising sales and administrative functions. Because the Company is dependent
on vendor compliance, its ability to assure Year 2000 compliance is limited. The
Company has obtained representations from its most significant computer system
and software vendors that the services and products provided are, or will be,
Year 2000 compliant, with the exception that it has not obtained any such
representations from Public Broadcasting Service under its Transponder Use
Agreement, dated April 30, 1998. The Company has obtained insurance for certain
of the costs associated with a failure of the satellite transmission equipment
upon which CTN's programming delivery is based, including the cost of
redirecting satellite dishes, securing a new satellite transponder, and lost
advertising revenue resulting from an interruption in programming. However, this
business interruption insurance would not cover all costs associated with a
satellite failure. Despite the Company's efforts to address the Year 2000 impact
on its business operations and internal systems, there can be no assurance that
such impact will not result in a material disruption of its business or have a
material adverse effect on the Company's business, financial condition or
results of operations.
Page 11 of 13
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
No events occurred during the quarter covered by this Report that would
require a response to this Item.
ITEM 2. CHANGES IN SECURITIES.
No events occurred during the quarter covered by this Report that would
require a response to this Item.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
No events occurred during the quarter covered by this Report that would
require a response to this Item.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS.
No events occurred during the quarter covered by this Report that would
require a response to this Item.
ITEM 5. OTHER INFORMATION.
No events occurred during the quarter covered by this Report that would
require a response to this Item.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
The following exhibits are filed with this Report:
Exhibit 27.1 Financial Data Schedule.
(b) Reports on Form 8-K.
No reports on Form 8-K were filed during the quarter ended March
31, 1999.
Page 12 of 13
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, 1999 /s/ Jason Elkin
--------------------------------------------------
Jason Elkin
Chief Executive Officer and Chairman of the Board
(Principal Executive Officer)
Date: May 14, 1999 /s/ Patrick Doran
--------------------------------------------------
Patrick Doran
Chief Financial Officer, Secretary and Treasurer
(Principal Accounting and Financial Officer)
Page 13 of 13