UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2013

 

Commission file number 001-11460

 

NTN Buzztime, Inc.

(Exact name of registrant as specified in its charter)

 

DELAWARE	31-1103425
(State of incorporation)	(I.R.S. Employer Identification No.)

 

2231 RUTHERFORD ROAD, SUITE 200, CARLSBAD, CALIFORNIA	92008
(Address of principal executive offices)	(Zip Code)

 

(760) 476-3543

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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  T    NO  £

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every interactive data file required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  T    No  £

 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	£	Accelerated filer	£
Non-accelerated filer	£ (Do not check if a smaller reporting company)	Smaller reporting company	T

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES  £    NO  T

 

As of May 6, 2013 the registrant had outstanding 71,542,491 shares of common stock, $.005 par value per share.

 

NTN BUZZTIME, INC. AND SUBSIDIARIES

FORM 10-Q

TABLE OF CONTENTS

 

Item		Page
PART I
1.	Financial Statements
	Condensed Consolidated Balance Sheets as of March 31, 2013 (unaudited) and December 31, 2012	1
	Condensed Consolidated Statements of Operations for the three months ended March 31, 2013 and 2012 (unaudited)	2
	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2013 and 2012 (unaudited)	3
	Notes to Condensed Consolidated Financial Statements (unaudited)	4
2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9
3.	Quantitative and Qualitative Disclosures About Market Risk	13
4.	Controls and Procedures	14
PART II
1.	Legal Proceedings	15
1A.	Risk Factors	15
2.	Unregistered Sales of Equity Securities and Use of Proceeds	15
3.	Defaults Upon Senior Securities	15
4.	Mine Safety Disclosures	15
5.	Other Information	15
6.	Exhibits	15
	Signatures	17

 

 

PART I

Item 1. Financial Statements.

 

NTN BUZZTIME, INC. AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except par value amount)

 

		March 31,				December 31,
		2013				2012
ASSETS		(unaudited)
Current Assets:
Cash and cash equivalents		$	2,324			$	2,721
Accounts receivable, net of allowances of $274 and $226, respectively			573				610
Prepaid expenses and other current assets			914				898
Total current assets			3,811				4,229
Broadcast equipment and fixed assets, net			3,534				3,783
Software development costs, net of accumulated amortization of $1,938 and $1,774, respectively			1,969				1,980
Deferred costs			514				600
Goodwill (Note 3)			1,238				1,265
Intangible assets, net (Note 3)			468				579
Other assets			298				220
Total assets		$	11,832			$	12,656
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued expenses		$	994			$	1,087
Accrued compensation			832				598
Sales taxes payable			152				197
Income taxes payable			79				79
Obligations under capital lease - current portion			57				100
Deferred revenue			542				919
Other current liabilities			346				408
Total current liabilities			3,002				3,388
Obligations under capital leases, excluding current portion			62				67
Deferred revenue, excluding current portion			185				188
Deferred rent			921				949
Other liabilities			157				170
Total liabilities			4,327				4,762
Commitments and contingencies (Note 8)
Shareholders' Equity:
Series A 10% cumulative convertible preferred stock, $.005 par value, $156 liquidation preference, 5,000 shares authorized; 156 shares issued and outstanding at March 31, 2013 and December 31, 2012			1				1
Common stock, $.005 par value, 84,000 shares authorized; 71,516 and 71,123 shares issued and outstanding at March 31, 2013 and December 31, 2012			357				355
Treasury stock, at cost, 503 shares at March 31, 2013 and December 31, 2012			(456	)			(456	)
Additional paid-in capital			118,975				118,956
Accumulated deficit			(112,099	)			(111,730	)
Accumulated other comprehensive income (Note 9)			727				768
Total shareholders' equity			7,505				7,894
Total shareholders' equity and liabilities		$	11,832			$	12,656

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

 

NTN BUZZTIME, INC. AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except per share amounts)

 

		Three months ended March 31,
		2013				2012
Revenues		$	6,116			$	6,066
Operating expenses:
Direct operating costs (includes depreciation and amortization of $590 and $549 for the three months ended March 31, 2013 and 2012, respectively			2,000				1,617
Selling, general and administrative			4,283				5,272
Depreciation and amortization (excluding depreciation and amortization included in direct operating costs)			199				174
Total operating expenses			6,482				7,063
Operating loss			(366	)			(997	)
Other income (expense), net			5				(32	)
Loss before income taxes			(361	)			(1,029	)
Provision for income taxes			(8	)			(16	)
Net loss		$	(369	)		$	(1,045	)
Net loss per common share - basic and diluted		$	(0.01	)		$	(0.02	)
Weighted average shares outstanding - basic and diluted			70,862				64,519

 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

 

 

NTN BUZZTIME, INC. AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

 

		Three months ended March 31,
		2013				2012
Cash flows provided by operating activities:
Net loss		$	(369	)		$	(1,045	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization			789				723
Provision for doubtful accounts			23				10
Stock-based compensation			26				78
Loss from disposition of equipment and capitalized software			65				1
Changes in assets and liabilities:
Accounts receivable			14				78
Prepaid expenses and other assets			(95	)			35
Accounts payable and accrued expenses			35				20
Income taxes payable			–				5
Deferred costs			86				38
Deferred revenue			(381	)			201
Deferred rent			(27	)			111
Net cash provided by operating activities			166				255
Cash flows used in investing activities:
Capital expenditures			(123	)			(405	)
Software development expenditures			(361	)			(307	)
Net cash used in investing activities			(484	)			(712	)
Cash flows provided by (used in) financing activities:
Proceeds from rights offering, net			–				2,310
Payments on note payable			(10	)			(10	)
Principal payments on capital lease			(47	)			(95	)
Tax withholding related to net-share settlements of restricted stock units			(4	)			–
Net cash provided by (used in) financing activities			(61	)			2,205
Net increase in cash and cash equivalents			(379	)			1,748
Effect of exchange rate on cash			(18	)			21
Cash and cash equivalents at beginning of period			2,721				1,374
Cash and cash equivalents at end of period		$	2,324			$	3,143
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest		$	7			$	13
Income taxes		$	7			$	10
Supplemental disclosure of non-cash investing and financing activities:
Issuance of common stock in connection with acquisition		$	1			$	–

 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

 

 

NTN BUZZTIME, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

(1)

BASIS OF PRESENTATION

 

Description of Business

 

NTN Buzztime, Inc. (the “Company”) was incorporated in Delaware in 1984 as Alroy Industries and changed its corporate name to NTN Communications, Inc. in 1985. The Company changed its name to NTN Buzztime, Inc. in 2005 to better reflect the growing role of the Buzztime consumer brand.

 

The Company provides marketing services through interactive game content for hospitality venues that offer the games free to their patrons. The Company has evolved from a content developer and distributor to an interactive entertainment network provider that helps the hospitality venues that subscribe to the Company’s network acquire, engage and retain their patrons. The Company primarily generates revenues by charging subscription fees for its service to its network subscribers and from the sale of advertising aired on in-venue screens as well as in conjunction with customized games. The Company’s games are currently available in over 3,400 locations in the U.S. and Canada.

 

Basis of Accounting Presentation

 

The accompanying unaudited interim condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) for interim financial statements and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the accompanying condensed consolidated financial statements include all adjustments that are necessary, which are of a normal and recurring nature, for a fair presentation for the periods presented of the financial position, results of operations and cash flows of the Company and its wholly-owned subsidiaries: IWN, Inc., IWN, L.P., Buzztime Entertainment, Inc., NTN Wireless Communications, Inc., NTN Software Solutions, Inc., NTN Canada, Inc., and NTN Buzztime, Ltd., all of which, other than NTN Canada, Inc., are dormant subsidiaries. All significant intercompany transactions have been eliminated in consolidation.

 

These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2012. The accompanying condensed balance sheet as of December 31, 2012 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements. The results of operations for the three months ended March 31, 2013 are not necessarily indicative of the results to be anticipated for the entire year ending December 31, 2013, or any other period.

 

The United States dollar is the Company’s functional currency, except for its operations in Canada where the functional currency is the Canadian dollar. The financial position and results of operations of the Company’s foreign subsidiaries are measured using the foreign subsidiary’s local currency as the functional currency. In accordance with ASC No. 830, Foreign Currency Matters, revenues and expenses of our foreign subsidiaries have been translated into U.S. dollars at weighted average exchange rates prevailing during the period. Assets and liabilities have been translated at the rates of exchange on the balance sheet date. The resulting translation gain and loss adjustments are recorded as a separate component of shareholders’ equity, unless there is a sale or complete liquidation of the underlying foreign investments. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. The Company recorded $7,000 in foreign currency gains and $19,000 in foreign currency losses for the three months ended March 31, 2013 and 2012, respectively, due to settlements of intercompany transactions, re-measurement of intercompany balances with the Company’s Canadian subsidiary and other non-functional currency denominated transactions, which are included in other income (expense), net in the accompanying statements of operations. Exchange rate fluctuations between the United States dollar and Canadian dollar may affect the Company’s results of operations and period-to-period comparisons of its operating results. The Company does not currently engage in hedging or similar transactions to reduce these risks. For the three months ended March 31, 2013, the net impact to the Company’s results of operations from the effect of exchange rate fluctuations was immaterial when compared to the exchange rates for the three months ended March 31, 2012.

 

 

(2)

Basic and Diluted Earnings Per Common Share

 

The Company computes basic and diluted earnings per common share in accordance with the provisions of ASC No. 260, Earnings per Share. Basic earnings per share excludes the dilutive effects of options, warrants and other convertible securities. Diluted earnings per share reflects the potential dilution of securities that could share in our earnings. Total options, warrants, convertible preferred stock and restricted stock units that were excluded from computing diluted net loss per common share represented approximately 6,915,000 and 9,008,000 shares for the three months ended March 31, 2013 and 2012, respectively, as their effect was anti-dilutive.

 

(3)

GOODWILL AND OTHER INTANGIBLE ASSETS

 

Goodwill

 

The Company’s goodwill balance relates to the purchase of NTN Canada. The Company performed its quarterly qualitative assessment of goodwill impairment for NTN Canada as of March 31, 2013 and determined that there were no indications of impairment.

 

Other Intangible Assets

 

The Company has other intangible assets comprised predominantly of developed technology, trivia databases, trademarks, and acquired customer relationships. All intangible assets are amortized on a straight line basis. The useful lives of the assets reflect the estimated period of time and method by which the underlying intangible asset benefits will be realized. Amortization expense relating to all intangible assets totaled $110,000 and $93,000 for the three months ended March 31, 2013 and 2012, respectively.

 

(4)

SOFTWARE DEVELOPMENT COSTS

 

The Company capitalizes costs related to the development of certain of its software products in accordance with ASC No. 350, Intangibles – Goodwill and Other. Amortization expense relating to capitalized software development costs totaled $245,000 and $157,000 for the three months ended March 31, 2013 and 2012, respectively. As of March 31, 2013 and December 31, 2012, approximately $413,000 and $156,000, respectively, of capitalized software costs were not subject to amortization as the development of various software projects was not complete.

 

The Company performed its quarterly review of software development projects for the three months ended March 31, 2013, and determined to abandon various software development projects that it concluded were no longer a current strategic fit or for which the Company determined that the marketability of the content had decreased due to obtaining additional information regarding the specific purpose for which the content was intended. As a result, the Company recognized an impairment loss of $65,000 for the three months ended March 31, 2013, which is included in selling, general and administrative expenses. There was no impairment loss recognized for the three months ended March 31, 2012.

 

(5)

FAIR VALUE OF FINANCIAL INSTRUMENTS

 

ASC No. 820, Fair Value Measurements and Disclosures, applies to certain assets and liabilities that are being measured and reported on a fair value basis.  Broadly, the ASC No. 820 framework requires fair value to be determined based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants.  ASC No. 820 also establishes a fair value hierarchy for ranking the quality and reliability of the information used to determine fair values. This hierarchy is as follows:

 

Level 1: Quoted market prices in active markets for identical assets or liabilities.

 

Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data.

 

Level 3: Unobservable inputs that are not corroborated by market data.

 

Assets and Liabilities that are Measured at Fair Value on a Recurring Basis:

 

The Company does not have assets or liabilities that are measured at fair value on a recurring basis.

 

 

Assets and Liabilities that are Measured at Fair Value on a Nonrecurring Basis:

 

Certain assets are measured at fair value on a non-recurring basis and are subject to fair value adjustments only in certain circumstances. Included in this category are goodwill written down to fair value when determined to be impaired, acquired assets and long-lived assets including capitalized software that are written down to fair value when they are held for sale or determined to be impaired.  The valuation methods for goodwill, assets and liabilities resulting from acquisitions, and long-lived assets involve assumptions concerning interest and discount rates, growth projections, and/or other assumptions of future business conditions.  As all of the assumptions employed to measure these assets and liabilities on a nonrecurring basis are based on management’s judgment using internal and external data, these fair value determinations are classified in Level 3 of the valuation hierarchy.

 

There were no transfers between fair value measurement levels during the three months ended March 31, 2013.

 

(6)

STOCK-BASED COMPENSATION

 

The Company records stock-based compensation in accordance with ASC No. 718, Compensation – Stock Compensation.  The Company estimates the fair value of stock options using the Black-Scholes option pricing model. The fair value of stock options granted is recognized as expense over the requisite service period. Stock-based compensation expense for all share-based payment awards is recognized using the straight-line single-option method.

 

The Company uses the historical stock price volatility as an input to value its stock options under ASC No. 718. The expected term of stock options represents the period of time options are expected to be outstanding and is based on observed historical exercise patterns of the Company, which the Company believes are indicative of future exercise behavior. For the risk-free interest rate, the Company uses the observed interest rates appropriate for the term of time options are expected to be outstanding. The dividend yield assumption is based on the Company’s history and expectation of dividend payouts.

 

The following weighted-average assumptions were used for grants issued during the three months ended March 31, 2013 and 2012 under the ASC No. 718 requirements.

 

		Three months ended March 31,
		2013		2012
Weighted-average risk-free rate		0.57%		0.82%
Weighted-average volatility		80.59%		95.97%
Dividend yield		0.00%		0.00%
Expected life		4.57 years		6.98 years

 

ASC No. 718 requires forfeitures to be estimated at the time of grant and revised if necessary in subsequent periods if actual forfeiture rates differ from those estimates. Forfeitures were estimated based on historical activity for the Company. Stock-based compensation expense for employees for the three months ended March 31, 2013 and 2012 was $26,000 and $78,000, respectively, and is expensed in selling, general and administrative expenses and credited to additional paid-in-capital. The Company granted stock options to purchase 330,000 and 50,000 shares during the three months ended March 31, 2013 and 2012, respectively.

 

(7)

NOTE PAYABLE

 

In July 2011, the Company entered into an equipment financing agreement with a bank in the amount of $123,000, which is recorded in other current liabilities and other liabilities in the accompanying consolidated balance sheet. The proceeds of the note payable were used to finance certain equipment purchases and other services related to the relocation of the Company’s Carlsbad, California office. The note payable bears interest at 5.85% and is collateralized by a first priority security interest in the equipment purchased with the proceeds. The Company will make 36 equal monthly payments in the amount of $3,705, which includes interest, until fully paid in August 2014. As of March 31, 2013, approximately $60,000 remained outstanding under this note payable.

 

(8)

COMMITMENTS AND CONTINGENCIES

 

Sales and Use Tax

 

From time to time, state tax authorities will make inquiries as to whether or not a portion of the Company’s services require the collection of sales and use taxes from customers in those states. Many states have expanded their interpretation of their sales and use tax statutes to derive additional revenue. The Company evaluates such inquiries on a case-by-case basis and has favorably resolved the majority of these tax issues in the past without any material adverse consequences.

 

 

The Company is involved in ongoing sales tax inquiries with certain states and provinces. As a result of those inquiries, the Company recorded a total net liability of $29,000 and $70,000 as of March 31, 2013 and December 31, 2012, respectively, which is included in the sales taxes payable balance in the accompanying consolidated balance sheets. Based on the guidance set forth by ASC No. 450, Contingencies, management has deemed the likelihood as reasonably possible that it will be required to pay all or part of these assessments.

 

(9)

ACCUMULATED OTHER COMPREHENSIVE INCOME

 

Accumulated other comprehensive income includes the accumulated gains or losses from foreign currency translation adjustments. The Company translated the assets and liabilities of its Canadian statement of financial position into U.S. dollars using the period end exchange rate. Revenue and expenses were translated using the weighted-average exchange rates for the reporting period. As of March 31, 2013 and December 31, 2012, $727,000 and $768,000 of foreign currency translation adjustments were recorded in accumulated other comprehensive income, respectively.

 

(10)

RECENT ACCOUNTING PRONOUNCEMENTS

 

In February 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. The amendments in this update require an entity to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassified is required under GAAP to be reclassified in its entirety to net income. For other amounts that are not required under GAAP to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference other disclosures required under GAAP that provide additional detail about those amounts. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is reclassified to a balance sheet account instead of directly to income or expense in the same reporting period. This update was effective on a prospective basis for reporting periods beginning after December 15, 2012, which for the Company was January 1, 2013. Adopting this update did not have a material impact on the Company’s consolidated financial statements.

 

(11)

CONCENTRATIONS OF RISK

 

Significant Customer

 

Buffalo Wild Wings together with its franchisees is a significant customer of the Company. For the three months ended March 31, 2013 and 2012, the Company generated approximately 24% and 22%, respectively, of its total revenue from this national chain. As of March 31, 2013 and December 31, 2012, approximately $118,000 and $123,000, respectively, was included in accounts receivable from this customer.

 

Single Source Playmaker Supplier

 

The Company currently purchases its Classic playmakers from an unaffiliated manufacturer located in Taiwan pursuant to a supply agreement dated April 23, 2007, the term of which automatically renews for one year periods. The Company purchases certain next generation, or Next-Gen, playmaker tablet equipment from an unaffiliated manufacturer located in China, and it purchases its Next-Gen playmaker tablets from another unaffiliated manufacturer. The Company currently does not have alternative sources for its Classic or Next-Gen playmakers or its Next-Gen playmaker equipment. Management believes other manufacturers could be identified to produce the playmaker, playmaker tablets and playmaker equipment on comparable terms. A change in manufacturers, however, could cause delays in supply and may have an adverse effect on the Company’s operations. As of March 31, 2013 and 2012, approximately $5,000 and $64,000, respectively, were included in accounts payable or accrued expenses for these suppliers.

 

(12)

CAPITAL LEASE OBLIGATIONS

 

The Company has capital lease obligations, one of which is a $1,000,000 equipment lease facility entered into with an equipment leasing company in October 2009. The terms of this agreement allow for use of the facility for 24 months and for use of the facility in multiple tranches with each individual tranche having a 24 month term. As of March 31, 2013, the Company had utilized $743,000 of this facility, which has been accounted for as a capital lease. As of March 31, 2013, $39,000 remained outstanding for those tranches that have not yet expired under this facility. Pursuant to the terms of the agreements related to this facility, the Company has given the equipment leasing company notice of its intent to terminate each individual lease that was reaching the 24 month term as well as its intent to purchase the equipment under the expiring lease at fair market value.

 

 

(13)

GEOGRAPHICAL INFORMATION

 

Geographic breakdown of the Company’s revenue for the three months ended March 31, 2013 and 2012 is as follows:

 

		Three months ended March 31,
		2013				2012
United States		$	5,771,000			$	5,676,000
Canada			345,000				390,000
Total revenue		$	6,116,000			$	6,066,000

 

Geographic breakdown of the Company’s long-term tangible assets as of March 31, 2013 and December 31, 2012 is as follows:

 

		March 31, 2013				December 31, 2012
United States		$	3,519,000			$	3,767,000
Canada			15,000				16,000
Total assets		$	3,534,000			$	3,783,000

 

(14)

RIGHTS OFFERING

 

In February 2012, the Company completed a rights offering to its stockholders of record as of February 2, 2012. The Company issued a total of 2,070,719 shares of its common stock at a subscription price of $0.25 per share. In connection with the rights offering, the Company entered into an investment agreement with Matador Capital Partners, LP, or Matador. Mr. Jeffrey A. Berg, one of the Company’s directors and its Interim Chief Executive Officer, is the managing member of the general partner of Matador. Under the terms of the investment agreement, upon expiration of the rights offering, Matador purchased for $0.25 per share 8,000,000 shares of our common stock not subscribed for and purchased by holders upon exercise of their subscription rights. The Company received gross proceeds of $2.5 million from the rights offering and under the investment agreement.

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

CAUTION CONCERNING FORWARD-LOOKING STATEMENTS

 

This Quarterly Report on Form 10-Q (including, but not limited to, the following discussion of our financial condition and results of operations) and the documents incorporated herein by reference contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements reflect future events, results, performance, prospects and opportunities, including statements related to our strategic plans and targets, revenue generation, product availability and offerings, reduction in cash usage, reliance on cash on hand and cash from operations, capital needs, capital expenditures, industry trends and financial position of NTN Buzztime, Inc. and its subsidiaries (“we,” “us,” or the “Company”). Forward-looking statements are based on information currently available to us and our current expectations, estimates, forecasts, and projections about the industries in which we operate and the beliefs and assumptions of management. Words such as “expects,” “anticipates,” “could,” “targets,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “may,” “will,” “would,” variations of such words, and similar expressions are intended to identify such forward-looking statements. In addition, any statements which refer to projections of our future financial performance, our anticipated growth and trends in our business, and other characterizations of future events or circumstances, are forward-looking statements. Readers are cautioned that these forward-looking statements are only predictions and are subject to risks, uncertainties, and assumptions that may be difficult to predict. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012, under the section entitled “Risk Factors,” and in other reports we file with the Securities and Exchange Commission from time to time. Readers are urged not to place undue reliance on the forward-looking statements contained in this report or incorporated by reference herein, which speak only as of the date of this report. Except as required by law, we do not undertake any obligation to revise or update any such forward-looking statement to reflect future events or circumstances.

 

You should read the following discussion of our financial condition and results of operations in conjunction with the consolidated financial statements and the notes to those statements included elsewhere in this report.

 

Our trademarks, trade names and service marks referenced herein include Buzztime, iTV Network, Playmaker and Stump! Trivia. Each other trademark, trade name or service mark appearing in this quarterly report belongs to its owner.

 

OVERVIEW

 

We provide marketing services through interactive game content for hospitality venues that offer the games free to their patrons. We have evolved from a content developer and distributor to an interactive entertainment network provider that helps the hospitality venues that subscribe to our network acquire, engage and retain their patrons. Built on an extended network platform, our entertainment system has historically allowed multiple players to interact at the venue, but it also enables competition between different venues, referred to as massively multiplayer gaming. We have been working on a complete change of our network architecture, technology platform and player engagement paradigm, which we currently refer to as our next generation product line, or Next-Gen.

 

We primarily generate revenues by charging subscription fees for our service to our network subscribers and from the sale of advertising aired on in-venue screens as well as in conjunction with customized games. Our games are currently available in over 3,400 locations in the U.S. and Canada, where they are shown on approximately 10,000-15,000 screens daily. We have over 3.5 million player registrations and over 52 million of our games are played each year. Approximately 38% of our network subscriber venues are related to national and regional restaurants and include Buffalo Wild Wings, Black Angus, Boston Pizza, Fox and Hound, Native New Yorker and Old Chicago.

 

In December 2012, we acquired substantially all of the assets of Interactive Hospitality. We also hired its founder, Barry Chandler, as our Chief Marketing Officer. Interactive Hospitality’s digital media business specializes in creating digital marketing strategies for the hospitality industry. The business assists clients in attracting, engaging and retaining customers through the strategic use of social media. In addition to one-on-one digital strategies that Interactive Hospitality provides its national, regional and local clients, the industry- specific blog, TheBarBlogger.com, is a source for strategies available to independent bars and restaurants. In addition, Interactive Hospitality’s proprietary subscription based management toolkit, ManageYourBar.com, has been used by more than 1,500 bars and restaurants in the U.S. since its launch in 2009.

 

 

CRITICAL ACCOUNTING POLICIES

 

The discussion and analysis of our financial condition and results of operations are based on our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (GAAP). The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to deferred costs and revenues, depreciation of broadcast equipment, the provision for income taxes including the valuation allowance, stock-based compensation, bad debts, investments, purchase price allocations related to acquisitions, including any earnout liability, impairment of software development costs, goodwill, broadcast equipment, intangible assets and contingencies, including the reserve for sales tax inquiries. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Critical accounting policies and estimates are defined as those that are both most important to the portrayal of our financial condition and results and require management’s most subjective judgments.

 

There have been no material changes in our critical accounting policies, estimates and judgments during the three months ended March 31, 2013 from those described in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of our Annual Report on Form 10-K for the year ended December 31, 2012.

 

RESULTS OF OPERATIONS

 

Three months ended March 31, 2013 compared to the three months ended March 31, 2012

 

We generated a net loss of $369,000 for the three months ended March 31, 2013 compared to a net loss of $1,045,000 for the three months ended March 31, 2012.

Revenue

 

Revenue increased $50,000, or 1%, to $6,116,000 for the three months ended March 31, 2013 from $6,066,000 for the three months ended March 31, 2012 due to revenue generated from a sales-type lease and increased advertising revenue, offset by a decrease in subscription revenue primarily due to lower average site count at a higher average revenue per unit. Comparative site count information for the Buzztime Network is as follows:

 

		Network Subscribers as of March 31,
		2013				2012
United States			3,231				3,636
Canada			205				232
Total			3,436				3,868

 

Direct Costs and Gross Margin

 

The following table compares direct costs and gross margin for the three months ended March 31, 2013 and 2012:

 

		For the three months ended March 31,
		2013				2012
Revenues		$	6,116,000			$	6,066,000
Direct Costs			2,000,000				1,617,000
Gross Margin		$	4,116,000			$	4,449,000
Gross Margin Percentage			67%				73%

 

 

Gross margin as a percentage of revenue decreased to 67% for the three months ended March 31, 2013 from 73% for the three months ended March 31, 2012. Direct costs increased $383,000, or 24%, to $2,000,000 for the three months ended March 31, 2013 from $1,617,000 for the three months ended March 31, 2012. The increase in direct costs was primarily due to increased expenses related to the sales-type lease, increased license fees and increased depreciation and amortization expense due to launching a software development program.

 

Selling, General and Administrative Expenses

 

Selling, general and administrative expenses decreased $989,000, or 19%, to $4,283,000 for the three months ended March 31, 2013 from $5,272,000 for the same period in 2012.  The decrease was due to decreased payroll and related expense of $844,000 primarily due to decreased headcount and incentive compensation, decreased selling and marketing expenses of $212,000, decreased travel expense of $154,000 and other miscellaneous decreases of $26,000. These decreases were offset by increased consulting fees of $182,000 for software development and other corporate initiatives and increased software disposal expenses of $65,000.

 

Depreciation and Amortization Expense

 

Depreciation and amortization expense (excluding depreciation and amortization included in direct operating costs) increased $25,000, or 14%, to $199,000 for the three months ended March 31, 2013 from $174,000 for the same period in 2012, primarily due to amortization of acquired intangible assets and depreciation of tenant improvement assets.

 

Other Income (Expense), Net

 

Other income (expense), net, changed from $32,000 of net expense for the three months ended March 31, 2012 to $5,000 of income for the same period in 2013. This change was primarily due to increased foreign currency exchange gains related to the operations of our Canadian subsidiary and lower interest expense due to fewer capital leases outstanding.

 

Income Taxes

 

We expect to incur state income tax liability in 2013 related to our U.S. operations. We also expect to pay income taxes in Canada due to profitability of our Canadian subsidiary. For the three months ended March 31, 2013 and 2012, we recorded a tax provision of $8,000 and $16,000, respectively. We have established a full valuation allowance for substantially all deferred tax assets, including our net operating loss carryforwards, since we could not conclude that we were more likely than not able to generate future taxable income to realize these assets.

 

EBITDA

 

Earnings before interest, taxes, depreciation and amortization, or EBITDA, is not intended to represent a measure of performance in accordance with U.S. GAAP. Nor should EBITDA be considered as an alternative to statements of cash flows as a measure of liquidity. EBITDA is included herein because we believe it is a measure of operating performance that financial analysts, lenders, investors and other interested parties find to be a useful tool for analyzing companies like us that carry significant levels of non-cash depreciation and amortization charges in comparison to their net income or loss calculation in accordance with GAAP.

 

The following table reconciles our consolidated net loss calculated in accordance with GAAP to EBITDA for the three months ended March 31, 2013 and 2012. EBITDA should not be considered as substitutes for, or superior to, net loss calculated in accordance with GAAP.

 

		For the three months ended March 31,
		2013				2012
Net loss per GAAP		$	(369,000	)		$	(1,045,000	)
Interest expense, net			7,000				13,000
Income taxes			8,000				16,000
Depreciation and amortization			789,000				723,000
EBITDA		$	435,000			$	(293,000	)

 

 

LIQUIDITY AND CAPITAL RESOURCES

 

As of March 31, 2013, we had cash and cash equivalents of $2,324,000 compared to cash and cash equivalents of $2,721,000 as of December 31, 2012.

 

In February 2012, we completed a stockholders rights offering to our stockholders of record as of February 2, 2012. We issued a total of 2,070,719 shares of our common stock at a subscription price of $0.25 per share. In connection with the rights offering, we entered into an investment agreement with Matador Capital Partners, LP, or Matador. Mr. Jeffrey A. Berg, one of our directors and also now our Interim Chief Executive Officer, is the managing member of the general partner of Matador. Under the terms of the investment agreement, upon expiration of the rights offering, Matador purchased for $0.25 per share 8,000,000 shares of our common stock not subscribed for and purchased by holders upon exercise of their subscription rights. We received gross proceeds of $2.5 million from the rights offering and under the investment agreement.

 

We believe existing cash and cash equivalents, funds generated from operations and the proceeds received from the rights offering completed in February 2012 (see Note 14) will be sufficient to meet our operating cash requirements for at least the next twelve months. We have no debt other than capital leases with aggregate outstanding balances of approximately $119,000 and a note payable with an outstanding balance of approximately $60,000 for certain equipment purchases. We intend to continue entering into capital lease or financing facilities for certain equipment requirements when economically advantageous. If net cash provided by operating activities and our cash and cash equivalents on hand are not sufficient to meet future cash requirements, we may be required to reduce planned capital expenses, reduce operational cash uses, sell assets or seek financing. Any actions we may undertake to reduce planned capital purchases, reduce expenses, or generate proceeds from the sale of assets may be insufficient to cover shortfalls in available funds. If we require additional capital, we may be unable to secure additional financing on terms that are acceptable to us, or at all.

 

Working Capital

 

As of March 31, 2013, we had working capital (current assets in excess of current liabilities) of $809,000 compared to working capital of $841,000 as of December 31, 2012. The following table shows the change in our working capital from December 31, 2012 to March 31, 2013.

 

		Increase (Decrease)
Working capital as of December 31, 2012		$	841,000
Changes in current assets:
Cash and cash equivalents			(397,000	)
Accounts receivable, net of allowance			(37,000	)
Prepaid expenses and other current assets			16,000
Total current assets			(418,000	)
Changes in current liabilities:
Accounts payable and accrued expenses			(93,000	)
Accrued compensation			234,000
Sales taxes payable			(45,000	)
Income taxes payable			–
Obligations under capital lease			(43,000	)
Deferred revenue			(377,000	)
Other current liabilities			(62,000	)
Total current liabilities			(386,000	)
Net change in working capital			(32,000	)
Working capital as of March 31, 2013		$	809,000

 

 

Cash Flows

 

Cash flows from operating, investing and financing activities, as reflected in the accompanying consolidated statements of cash flows, are summarized as follows:

 

		For the three months ended March 31,
		2013				2012
Cash provided by (used in):
Operating activities		$	166,000			$	255,000
Investing activities			(484,000	)			(712,000	)
Financing activities			(61,000	)			2,205,000
Effect of exchange rates			(18,000	)			21,000
Net (decrease) increase in cash and cash equivalents		$	(397,000	)		$	1,769,000

 

Net cash provided by operating activities. We primarily depend on cash flows from operations to meet our cash requirements. Net cash generated from operating activities was $166,000 for the three months ended March 31, 2013 compared to $255,000 for the same period in 2012. The $89,000 decrease in cash provided by operations was primarily due to a decrease of $856,000 in cash provided by operating assets and liabilities during the three months ended March 31, 2013 compared to the same period in 2012, offset by a decrease in net loss of $767,000, after giving effect to adjustments made for non-cash transactions.

 

Our largest use of cash is payroll and related costs. Cash used related to payroll decreased $602,000 to $2,406,000 for the three months ended March 31, 2013 from $3,008,000 during the same period in 2012 due primarily to decreased headcount. Our primary source of cash is cash we generate from customers. Cash received from customers decreased $278,000 to $5,972,000 for the three months ended March 31, 2013 from $6,250,000 during the same period in 2012.

 

Net cash used in investing activities. We used $484,000 in cash for investing activities for the three months ended March 31, 2013 compared to a use of $712,000 during the same period in 2012. The $228,000 decrease was primarily due to a decrease in capital expenditures of $282,000 due primarily to decreased field equipment purchases, offset by an increase in capitalized software development activities of $54,000.

 

Net cash (used in) provided by financing activities. Net cash used in financing activities increased $2,266,000 to $61,000 for the three months ended March 31, 2013 compared to net cash provided by financing activities of $2,205,000 for the same period in 2012. The change is primarily attributable to the fact that during the prior year period, we received $2,310,000 of net proceeds from the rights offering and related investment agreement. To a lesser extent, the change is attributed to an increase in tax withholdings of $4,000 related to net-share settlements of restricted stock units during the current year period, offset by decreased payments on our capital leases of $48,000.

 

RECENT ACCOUNTING PRONOUNCEMENTS

 

Refer to Note 10 of the condensed consolidated financial statements, “Recent Accounting Pronouncements.”

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

Under SEC rules and regulations, as a smaller reporting company we are not required to provide the information otherwise required by this item. 

 

 

Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

As of the end of the period covered by this report, our management evaluated our disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, or the Exchange Act) as to whether such disclosure controls and procedures were effective in providing reasonable assurance that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and ensuring that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Based on our evaluation, our interim chief executive officer and chief financial officer concluded that such disclosure controls and procedures were effective as of the end of the period covered by this report.

 

Changes in Internal Control Over Financial Reporting

 

There was no change in our internal control over financial reporting during our most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

 

 

 

 

PART II — OTHER INFORMATION

 

Item 1.

Legal Proceedings.

 

None

 

Item 1A.

Risk Factors.

 

An investment in our common stock involves a high degree of risk. You should consider carefully the risks and uncertainties described under Item 1A of Part I of our Annual Report on Form 10-K for the year ended December 31, 2012 together with all other information contained or incorporated by reference in this report before you decide to invest in our common stock. If any of the risks described in our annual report occur, our business, financial condition, results of operations and our future growth prospects could be materially and adversely affected. Under these circumstances, the trading price of our common stock could decline, and you may lose all or part of your investment. As of the date of this report, we do not believe that there have been any material changes to the risk factors previously disclosed in our annual report.

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

 

None

 

Item 3.

Defaults Upon Senior Securities.

 

None

 

Item 4.

Mine Safety Disclosures.

 

Not Applicable

 

Item 5.

Other Information.

 

None

 

Item 6.

Exhibits.

 

Exhibit	Description
3.1	Amended and Restated Certificate of Incorporation of the Company, as amended (2)
3.2	Certificate of Designations, Rights and Preferences of Series B Convertible Preferred Stock (3)
3.3	Bylaws of the Company, as amended (4)
10.1*	Second Amendment to Consulting Agreement, dated January 11, 2013, by and between NTN Buzztime, Inc. and JABAM, Inc. (1)
31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (1)
31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (1)
32.1#	Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (1)
32.2#	Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (1)

 

 

 

 

101.INS**	XBRL Instance Document
101.SCH**	XBRL Taxonomy Extension Schema Document
101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**	XBRL Taxonomy Extension Label Linkbase Document
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document

 

	*	Management contract or compensatory plan.
	#	These exhibits are being furnished solely to accompany this report pursuant to U.S.C. § 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated herein by reference into any filing of the Company whether made before or after the date hereof, regardless of any general incorporation language in such filing.
	**	Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
	(1)	Filed or furnished herewith
	(2)	Previously filed as an exhibit to the registrant’s report on Form 10-Q for the quarter ended June 30, 2008 and incorporated herein by reference.
	(3)	Previously filed as an exhibit to the registrant’s report on Form 8-K filed on November 7, 1997 and incorporated herein by reference.
	(4)	Previously filed as an exhibit to the registrant’s report on Form 10-K for the fiscal year ended December 31, 2007 and incorporated herein by reference.

 

 

 

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.

 

	NTN BUZZTIME, INC.
Date: May 13, 2013	By:	/s/ Kendra Berger
		Kendra Berger
		Chief Financial Officer
		(on behalf of the Registrant, and as its Principal Financial and Accounting Officer)