Orlando Predators Entertainment, Inc., The
Ticker:PRED 20 North Orange Avenue, Suite 101
Exchange:NASDAQ-National Market Orlando, FL 32801
Industry:Service (SIC Code 7941) (407) 648-4444
# of Employees:41

Offering Information
Type of Shares:Common Shares Filing Date:7/21/97
U.S. Shares:1,100,000 Offer Date:12/10/97
Non-U.S. Shares:0 Filing Price:$5.00
Primary Shares:1,100,000 Offer Price:$5.00
Secondary Shares:0 Gross Spread:$0.50
Offering Amount: $5,500,000 Selling:
Expenses:$300,000 Reallowance:
Shares Out After:2,280,000

Primary Underwriting Group
ManagerTierPhone
First Midwest Securities, Inc.Lead Manager (414) 778-1091

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Agron, Gary A.
Bank's Law Firm: Niebler & Muren, S.C.
Auditor: Robbins, AJ
Registrar/Transfer Agent: Corporate Stock Transfer, Inc. CO

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
3 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/96 3/31/97 3/31/96 3/31/97
Revenue:$2.89$0.00$0.00Assets:$3.80
Net Income:-$0.56-$0.15-$0.12Curr Assets:$1.45
EPS:-$0.41-$0.11-$0.09Liabilities:$3.40
Prior EPS:-$0.47Curr Liabilities:$3.40
Cash Flow/Oper:Equity:$0.40
Cash Flow/Fin:Cash:$0.36
Cash Flow/Inv:Working Cap:-$1.95

Business Description
The company was formed to acquire, own and operate the Orlando Predators, a professional Arena Football team of the Arena Football League. The AFL was organized to govern the teams which comprise the League and sell team memberships in major U.S. markets The Company derives substantially all of its revenue from the Arena Football operations of the Predators. This revenue is primarily generated from (i) the sale of tickets to the Predators' home games, (ii) the sale of advertising and promotions to Predator sponsors, (iii) the sale of local and regional broadcast rights to Predators' games, (iv) the Predators' share of contracts with national broadcast organizations and expansion team fees paid through the AFL, and (v) the sale of merchandise carrying the Predators' logos. The Predators commenced play in the AFL's 1991 season. Currently in its seventh season, the team has played in the Arena Bowl for the AFL championship on three occasions. The Predators reported the highest average AFL per game attendance for the 1995 and 1996 seasons and hold the fourth best all time won-lost record among 27 current and former AFL teams.

Competition
The Predators compete for sports entertainment dollars not only with other professional sports teams but also with college athletics and other sports-related entertainment. During parts of the AFL season, the Predators compete in the city of Orlando with professional basketball and in the state of Florida with professional hockey and professional baseball. In addition, the colleges and universities in central Florida, as well as public and private secondary schools, offer a full schedule of athletic events throughout the year. The Predators also compete for attendance and advertising revenue with a wide range of other entertainment and recreational activities available in central Florida. On a broader scale, the AFL teams compete with football teams fielded by high schools and colleges, the NFL, Canadian Football League and World Football League.

Business Plan
The Company's strategy is to increase revenue by (i) increasing fan attendance at Predators' home games, (ii) expanding the Predators' advertising and sponsorship base, and (iii) contracting with additional local and regional broadcasters to broadcast Predators' games.In a broader sense, the Company's strategy includes maintaining and building community support for, and recognition of, the team as an ongoing valuable entertainment institution in central Florida and throughout the state. The Company believes that the value of the Predators as a sports team will increase if community support and recognition are maintained.

Use of Proceeds
The proceeds from the proposed offering will be used for repayment of debt, payment of accounts payable, marketing expenses and working capital.

Principal and Selling Shareholders
Name of Shareholder% Owned
Before
% Owned
After
The Monolith Limited Partnership92.50%56.00%
Alan N. Gagleard8.00%5.30%
Note: Represents ownership of 5% or more prior to the offering.
Executive Officers and Directors
Officer NameTitleAge
William G. MerisChairman of the Board of Directors31
Robert G. FlynnChief Operating Officer32
Jack YoungbloodPresident and Director47
Alex S. NarushkaSecretary, Tresurer and Chief Financial Officer36
Edgar J. AllenVice President -- Sales and Marketing50

Additional Underwriter Compensation
Warrant to purchase 45,000 shares/units at $100.00 per share/unit.
Exercise price of $12.00 for 4 year(s), 1 year(s) from 12/10/97.

Warrant Information
# of Units:550,000
Unit Ticker:PREDU Unit Price:$10.00
Warrant Ticker:PREDW Warrant Price:
Warrant Exercise Date: Warrant Exercise Price:
Warrant Expiration Date:
Warrant Detachable: Yes Warrant Detach Date:
Warrant Callable: No
Unit Composition: 2 Common Shares + 1 Warrant
Warrant Entitlement: 1 Common Share


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