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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1 TO CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) - AUGUST 20, 2002
YOUTHSTREAM MEDIA NETWORKS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-27556
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(State or other jurisdiction of Commission file number
Incorporation or organization)
13-4082185
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(IRS Employer Identification No.)
28 West 23rd Street, New York, New York 10010
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 622-7300
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YOUTHSTREAM MEDIA NETWORKS, INC.
FORM 8-K/A
TABLE OF CONTENTS
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Item 2. Acquisition or Disposition of Assets
Item 7. Financial Statements and Exhibits
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On August, 6 2002, the Company issued a press release, a copy of which is
attached hereto as Exhibit 99-1, announcing that it had completed the sale of
certain assets and liabilities relating to its Media segment to Cass
Communications, Inc., a subsidiary of Alloy, Inc. ("Alloy"). The disposition is
reflected in the Company's unaudited pro forma financial information filed as a
part of this report in Item 7.
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ITEM 7. FINANCIAL STATEMENTS & EXHIBITS.
The following exhibits are filed as part of this report:
(a) Not applicable
(b) Pro forma financial information (Section A)
(c) Exhibits
10-1 Asset Purchase Agreement by and between Alloy, Inc., Cass
Communications, Inc., YouthStream Media Networks, Inc., American
Passage Media, Inc. and Network Event Theater, Inc., dated August
5, 2002
99-1 Press Release dated August 6, 2002
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
YOUTHSTREAM MEDIA NETWORKS, INC
Date: September 4, 2002 By: /s/ Wesley Ramjeet
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Wesley Ramjeet
Acting Chief Financial Officer
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YOUTHSTREAM MEDIA NETWORKS, INC.
PRO FORMA FINANCIAL INFORMATION
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-SCHEDULE A -
On August 5, 2002, YouthStream Media Networks, Inc, (the "Company") completed
the sale of certain assets and liabilities (the Media Assets) of its Media
segment.
The purchase price paid by Alloy, Inc., a Delaware corporation (the "Buyer") for
the Media Assets was $7 million in cash.
Net cash proceeds of $6.9 million from the sale, after payment of certain
transaction costs, will be utilized to reduce outstanding debt, accounts payable
and accrued liabilities.
The following pro forma condensed consolidated statements of operations for the
year ended June 30, 2001 and for the nine-months ended March 31, 2002 gives
effect to the sale of the Media Assets as if the transaction had occurred at the
beginning of fiscal 2001 and 2002, respectively. The pro forma condensed
consolidated balance sheet as of March 31, 2002 gives effect to the sale of the
Media Assets as if such transaction had occurred as of that date and the
discontinuance and related write-off of the media assets not sold.
The pro forma financial data presented herein is based on management's estimate
of the effects of the sale of the Media Assets, based upon currently available
information and certain assumptions the Company believes are reasonable. The
Company does not expect the receipt of additional information regarding this
transaction to have a material adverse effect on the pro forma financial data.
The pro forma condensed consolidated statements of operations for the year ended
June 30, 2001 and for the nine-months ended March 31, 2002 and the pro forma
condensed consolidated balance sheet as of March 31, 2002 are unaudited, but in
the opinion of management, include all adjustments, consisting of normal
recurring adjustments, necessary for a fair presentation of the results of
operations and financial position for the periods presented.
The pro forma condensed consolidated statements of operations for the year ended
June 30, 2002 and for the nine months ended March 31, 2002, and the pro forma
condensed consolidated balance sheet as of March 31, 2002 are not necessarily
indicative of the results of operations or financial position that actually
would have been achieved had the transactions described been consummated as of
the dates indicated, or that may be achieved in the future.
YouthStream Media Networks, Inc.
Unaudited Pro Forma Income Statement
For the 9 Months Ended March 31, 2002
(In Thousands)
Proforma Adjustments
(Unaudited) ----------------------
As Reported Disposal of Media Proforma
Per 10-Q Assets As Adjusted
------------- ------------------ ------------
Net Revenue 28,023 (14,501)(1) 13,522
Operating expenses:
Cost of sales 11,909 (9,234)(1) 2,675
SG&A 16,054 (6,760)(1) 9,294
Corporate expenses 4,465 (2,310)(1) 2,155
Depreciation & Amortization 550 (199)(1) 351
Loss on impairment of assets -- -- --
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Total operating expenses 32,978 (18,503) 14,475
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Loss from operations (4,955) 4,002 (953)
Equity loss in investment 0 0 --
Interest income 440 0 440
Other income 0 0 --
Interest expense (2,284) -- (2,284)
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Loss before provision for income taxes (6,799) 4,002 (2,797)
Provision for income taxes 177 (162)(1) 15
------- ------ ------
Loss from continuing operations (6,976) 4,164 (1) (2,812)
Per share of common stock basic and diluted
Loss from continuing operations $ (0.23) $ (0.09)
Weighted average basic and diluted common shares outstanding 30,228 30,228
YouthStream Media Networks, Inc.
Unaudited Pro Forma Statement of Operations
For the 12 Months Ended June 30, 2001
(In Thousands)
Proforma Adjustments
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As Reported Teen-DO As Restated Disposal of Media Proforma
Per 10-K Restatement(2) Assets As Adjusted
----------- ------------- ----------- ----------------- -----------
Net Revenue 26,892 1,017 25,875 (15,848)(1) 10,027
Operating expenses:
Cost of sales 15,043 1,701 13,342 (10,912)(1) 2,430
SG&A 21,749 5,872 15,877 (5,842)(1) 10,035
Corporate expenses 8,163 -- 8,163 (8,163)(1) --
Depreciation & Amortization 3,188 -- 3,188 (2,505)(1) 683
Loss on impairment of assets 10,680 5,319 5,361 (5,361)(1) --
-------- -------- -------- -------- -------
Total operating expenses 58,823 12,892 45,931 (32,783) 13,148
-------- -------- -------- -------- -------
Loss from operations (31,931) (11,875) (20,056) 16,935 (3,121)
Equity loss in investment 0 -- -- -- --
Interest income 2,131 -- 2,131 -- 2,131
Other income 0 -- -- -- --
Interest expense (3,169) (13) (3,156) -- (3,156)
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Loss before provision for income taxes (32,969) (11,888) (21,081) 16,935 (4,146)
Provision for income taxes 275 -- 275 (240)(1) 35
-------- -------- -------- ------- --------
Loss from continuing operations (33,244) (11,888) (21,356) 17,175 (4,181)
Per share of common stock basic and diluted
Loss from continuing operations $ (1.14) $ (0.73) $ (0.14)
Weighted average basic and diluted common shares outstanding 29,334 29,334 29,334
YouthStream Media Networks, Inc.
Unaudited Pro Forma Balance Sheet
March 31, 2002
(In Thousands)
(Unaudited) Proforma Adjustments Proforma
As Reported ------------------------ Balance Sheet
Per 10-Q Disposal of Media Assets 3/31/02
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ASSETS
Current assets:
Cash and cash equivalents 1,211 7,000 (3) 8,211
Marketable debt securities, at amortized cost 2,042 2,042
Accounts receivable, net 4,113 (1,093)(3) 3,020
Inventories, net 3,629 3,629
Other current assets 1,340 (1,019)(3)&(4) 321
Restricted cash 1,022 1,022
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Total current assets 13,357 4,888 18,245
Property and equipment, net 6,028 (3,183)(3)&(5) 2,845
Assets from discontinued operations 19 (19)(8) (0)
Deferred financing costs, net 2,799 2,799
Intangibles, net 12,193 (4,945)(6) 7,248
Restricted cash 306 306
------- ------- -------
Total assets $34,702 ($3,259) $31,443
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable 2,166 (175)(3) 1,991
Accrued expenses 3,175 (177)(3) 2,998
Current liabilities of discontinued operations 1,817 -- 1,817
Deferred revenues 1,148 (481)(3) 667
Deferred purchase price 750 750
Current portion capitalized lease obligations 36 (11)(3) 25
Current portion of long-term debt 360 360
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Total current liabilities 9,452 (844) 8,608
Non-current liabilities of discontinued operations 52 52
Long-term capitalized lease obligations 118 (46)(3) 72
Long-term debt 17,958 17,958
Other liabilities 370 370
Commitments and contingencies 0 --
Stockholders' equity:
Preferred stock 0 --
Common stock 314 314
Additional paid-in capital 330,546 330,546
Accumulated deficit (323,278) (2,369)(3)&(7) (325,647)
Treasury stock, 607 shares at March 31, 2002 (830) (830)
------- ------- -------
Total stockholders' equity 6,752 (2,369) 4,383
Total liabilities and stockholders' equity $34,702 ($3,259) $ 31,443
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YouthStream Media Networks, Inc
Notes to Unaudited Pro Forma Financial Information
Following is a description of pro forma adjustments reflected in the unaudited
proforma statements of income and balance sheet:
(1) Adjustment to reflect the elimination of the operating results of the
Media segment.
(2) In December 2001, the Company discontinued its Teen.com website. The
pro forma unaudited statement of operations gives effect the
discontinued operations as if it had occurred at the beginning of
fiscal 2001.
(3) Adjustment to record the asset/liability sale of Media assets to
Alloy, Inc.
(4) Adjustment to write-off prepaids and deposits relating to the Media
segment.
(5) Adjustment to write-off remaining fixed assets relating to the
disposal of the Media segment.
(6) Adjustment to write-off goodwill relating to American Passage Media,
Inc. The $7.2 million remaining net goodwill balance relates to the
Trent acquisition.
(7) Adjustment to record net loss on disposal of remaining Media
operations not purchased by Alloy, Inc.
(8) Adjustment to write off residual assets of Teen.com discontinued
operation.