1. | NATURE OF OPERATIONS & SIGNIFICANT ACCOUNTING POLICIES | |
The company was incorporated on March 28, 1979 by registration of its Memorandum and Articles under theCompany Act of British Columbia, Canada. The company's stock was consolidated on a one new for 3.9 old shares basis on August 16, 1985 and again consolidated on a one new for three old shares basis on May 29, 1992. On October 19, 2001 the Company changed its name from Trooper Technologies Inc. to Stream Communications Network, Inc. |
These interim consolidated financial statements should be read in conjunction with the audited December 31, 2002 annual financial statements. |
These interim financial statements follow the same accounting policies and methods of their application as in the December 31, 2002 annual financial statements. These interim consolidated financial statements do not conform in all respects to the requirements of Canadian generally accepted accounting principles for annual financial statements in that they do not include all note disclosures. |
These consolidated financial statements include the accounts of the Company and the following subsidiaries. All intercompany transactions and balances have been eliminated. |
Country of Incorporation | Percentage ownership June 30, 2003 | Percentage ownership December 31, 2002 | ||||
EES Waste solutions Limited | Cyprus | 100.0% | 100.0% | |||
International Eco-Waste Systems S.A. ("Eco-Waste") | Poland | 0.0% | 0.0% | |||
Stream Communications Sp. z o.o. ("Stream") | Poland | 100.0% | 100.0% | |||
Gimsat Sp. z o.o. ("Gimsat") - (note 3) | Poland | 100.0% | 100.0% | |||
Polvoice.com Sp. z o.o. ("PolVoice") | Poland | 0.0% | 0.0% | |||
Bielsat.com Sp. z o.o. ("Bielsat") | Poland | 51.0% | 51.0% |
The preparation of financial statements in conformity with Canadian generally accepted accounting principles requires management to make estimates and assumptions which affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and expenses for the periods reported. Actual results could differ from those estimates. |
2. | DISCONTINUED OPERATIONS |
During 2001, the company commenced planned operations in providing cable TV and related cable services. The previous business of meat waste rendering was interrupted when the European Commission imposed a ban on meat and bone meal products due to the risk of Bovine Spongiform Encephalopathy ("BSE") spread by these products. The Company changed direction in regards to the meat rendering business to avoid liability and uncertainty from the fallout from BSE and applied to change its hazardous waste licence to an incinerator licence. The Company was intending to utilize this licence to start operations in the hazardous waste business, but the company decided to sell this business, as it did not fit with its cable service business. |
On September 30, 2002 Eco-Waste was sold to a arm’s length buyer. The terms of the agreement included a nominal down payment and payments due of $500,000 USD of which $250,000 is due on each of December 31, 2003 and December 31, 2004. Because of uncertainty in this sector of the market, these payments due in 2003 and 2004 are valued at nil. |
In view of the Company’s main business and objectives directed towards cable TV, it was decided to discontinue the operations of PolVoice. In this manner, the Company is focused on one business objective. The operations of PolVoice were discontinued and the company is being liquidated. | ||||||||
The statements of operations for the discontinued business operations are: | ||||||||
For the six months ended June 30, 2003 | PolVoice | Eco-Waste | Total | |||||
Sales | $ - | $ - | $ - | |||||
Expenses | - | - | - | |||||
Amortization | - | - | - | |||||
Write-down of net assets to net realizable value | - | - | - | |||||
Foreign exchange loss | - | - | - | |||||
Loss from discontinued operations |
|
| $ - | $ - | $ - | |||
For the six months ended June 30, 2002 | PolVoice | Eco-Waste | Total | |||||
Sales | $ 18,971 | $ - | $ 18,971 | |||||
Expenses | $ (81,573) | $ (116,517) | (198,090) | |||||
Amortization | (38,968) | - | (38,968) | |||||
Write-down of net assets to net realizable value | (22,386) | (2,109,267) | (2,131,653) | |||||
Foreign exchange gain | 5 | - | 5 | |||||
Loss from discontinued operations |
|
| $ (123,951) | $ (2,225,784) | $ (2,349,735) | |||
The balance sheets for the discontinued business operations are: | ||||||||
June 30, 2003 |
|
|
| PolVoice | Eco-Waste | Total | ||
Total assets | $ - | $ - | $ - | |||||
Total liabilities | ||||||||
Net assets of discontinued operations before net realizable value provision | - | - | - | |||||
Net realizable value provision | - | - | - | |||||
Net assets of discontinued operations |
|
| $ - | $ - | $ - | |||
3. | PROPERTY, PLANT AND EQUIPMENT |
June 30, 2003 |
|
|
| Cost | Accumulated amortization | Net book value | ||
Automobiles | $ 279,513 | $ 92,145 | $ 187,368 | |||||
Buildings, offices | 2,120,529 | 625,424 | 1,495,105 | |||||
Cable television network equipment | 7,449,102 | 1,969,891 | 5,479,211 | |||||
Furniture and fixtures | 363,089 | 260,436 | 102,653 | |||||
Computer software | 72,487 | 53,094 | 19,393 | |||||
Plant construction-in-progress | 191,380 | - | 191,380 | |||||
|
|
|
| $ 10,476,100 | $ 3,000,990 | $ 7,475,110 | ||
December 31, 2002 |
|
|
| Cost | Accumulated amortization | Net book value | ||
Automobiles | $ 331,814 | $ 110,468 | $ 221,346 | |||||
Buildings, offices | 2,520,229 | 513,737 | 2,006,492 | |||||
Cable television network equipment | 8,770,650 | 2,056,039 | 6,714,611 | |||||
Furniture and fixtures | 375,344 | 265,698 | 109,646 | |||||
Computer software | 85,828 | 60,778 | 25,050 | |||||
Plant construction-in-progress | 124,430 | - | 124,430 | |||||
|
|
|
| $ 12,208,295 | $ 3,006,720 | $ 9,201,575 |
4. | INTANGIBLE ASSETS |
June 30, 2003 |
|
|
| Cost | Accumulated amortization | Net book value | ||
Cable TV licences | $ 95,905 | $ 41,446 | $ 54,459 | |||||
Subscriber base | 4,686,963 | 345,065 | 4,341,898 | |||||
Goodwill | - | - | - | |||||
|
|
|
| $ 4,782,868 | $ 386,511 | $ 4,396,357 | ||
December 31, 2002 |
|
|
| Cost | Accumulated amortization | Net book value | ||
Cable TV licences | $ 116,217 | $ 23,335 | $ 92,882 | |||||
Subscriber base | 5,565,072 | 330,465 | 5,234,607 | |||||
Goodwill | 147,671 | 5,806 | 141,865 | |||||
|
|
|
| $ 5,828,960 | $ 359,606 | $ 5,469,354 |
5. | DEFERRED CHARGES | June 30, 2003 | December 31, 2001 | |||||
Direct and incremental costs of prospectus (note 6) | $ 2,193,089 | $ 1,841,855 | ||||||
Due diligence costs of acquisition targets | 177,406 | 177,406 | ||||||
|
|
|
|
| $ 2,370,495 | $ 2,019,261 |
6. | LONG-TERM DEBT | |||||||
June 30, 2003 | December 31, 2001 | |||||||
Loan balances, current portion | $ 75,007 | $ 104,653 | ||||||
Loan balances, long term portion | 20,305 | 146,195 | ||||||
Total |
|
|
|
| $ 95,312 | $ 250,848 | ||
Bank loans are secured by the fixed assets of the Company repayable monthly at a rate of $10,890 per month, until August 2003 when the payments reduce to $5,376 per month. Interest in charged at the prime rate in Poland plus ½% . |
7. | ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | ||||
Included in accounts payable and accrued liabilities is approximately $1,522,401 (December 31, 2002 - $1,637,715) owed on the acquisition of GimSat, and $1,137,611 (2002 - $616,812) owed for fees related to the prospectus (Note 10). |
8. | CAPITAL STOCK | |||||||
(a) Authorized | ||||||||
150,000,000 common shares of no par value | ||||||||
(b) Issued |
|
|
|
| Number of Shares | Price | Share Capital | |
Balance - December 31, 2002 | 27,666,379 | $ 26,110,367 | ||||||
Subscriptions received | - | 1,136,728 | ||||||
Warrants exercised | 200,000 | $ 2.85 | 570,000 | |||||
Warrants exercised | 100,000 | $ 2.00 | 200,000 | |||||
Warrants exercised | 1,036,770 | $ 1.80 | 1,866,186 | |||||
Fair value of warrants exercised | - | 1,346,404 | ||||||
Balance - December 31, 2002 |
|
| 29,003,149 |
| $ 31,229,685 | |||
Warrants exercised | 495,247 | $ 1.80 | 891,445 | |||||
Fair value of warrants exercised |
|
|
| 343,244 | ||||
Balance - June 30, 2003 |
|
| 29,498,396 |
| $ 32,464,374 |
(c) Options | ||
In the Annual General Meeting held on June 30, 2003, the shareholders approved the creation of the "Stock Option Plan" pursuant to which the directors were authorized to issue stock options from time to time to employees, officers, consultants and directors of the Company up to 5,800,630 common shares of the Company at the time of such issue, at a minimum price allowed under the applicable securities laws. | ||
Common share purchase options are issued to directors, officers, employees and non-employees of the company with exercise prices which approximate market values at the time the option is granted. Options granted previously vested immediately and have a term of five years. Options granted in this period vest one-quarter every year with the first quarter vesting immediately and the remaining options vesting if the Company's shares are trading on an exchange and the trading price for the previous 30 days has exceeded 15% of the exercise price compounding each year to 45% in the third year. Options are normally granted for a period of five years. |
Summary of directors' and employees' stock options, warrants and convertible securities outstanding: | ||||||
|
|
|
| Shares | Weighted average exercise price $ | |
Balance of options at December 31, 2002 | 4,370,000 | 1.88 | ||||
Granted | - | - | ||||
Forfeited | - | - | ||||
Balance of options at June 30, 2003 |
|
|
| 4,370,000 | $ 1.88 |
|
The following table summarizes information about fixed stock options outstanding at June 30, 2003 | |||||||
Options Outstanding | Options Exercisable | ||||||
Range of exercise prices | Number outstanding at June 30, 2003 | Weighted average remaining contractual life (years) | Weighted average exercise price $ | Number exercisable at June 30, 2003 | Weighted average exercise price $ | ||
$1.41 | 114,062 | 0.8 | $ 1.41 | 114,062 | $ 1.41 | ||
1.60 | 3,049,938 | 3.3 | 1.60 | 943,985 | 1.60 | ||
2.62 | 715,000 | 1.6 | 2.62 | 715,000 | 2.62 | ||
2.65 | 491,000 | 2.0 | 2.65 | 491,000 | 2.65 | ||
|
| 4,370,000 | 2.8 | $ 1.88 | 2,264,047 | $ 2.14 |
(d) Warrants | ||||||
The changes in warrants were as follows: | Number of common shares permitted to be purchased | |||||
|
| Number of warrants | Price per share | Expiry date | Fair value of Warrants | |
Outstanding December 31, 2002 | 701,286 | 350,643 | $2.00 | 28-Dec-03 | $ 228,318 | |
300,000 | 150,000 | 1.80 | 28-Dec-03 | 103,962 | ||
3,404,105 | 3,404,105 | 1.80 | 28-Dec-03 | 2,359,309 | ||
125,000 | 125,000 | 2.25 USD | 28-Dec-03 | 49,080 | ||
Total balance December 31, 2002 | 4,530,391 | 4,029,748 |
|
| $ 2,740,669 | |
Outstanding June 30, 2003 | 701,286 | 350,643 | $2.00 | 28-Dec-03 | $ 228,318 | |
300,000 | 150,000 | 1.80 | 28-Dec-03 | 103,962 | ||
2,908,858 | 2,908,858 | 1.80 | 28-Dec-03 | 2,016,065 | ||
125,000 | 125,000 | 2.25 USD | 28-Dec-03 | 49,080 | ||
Total Balance June 30, 2003 | 4,035,144 | 3,534,501 |
|
| $ 2,397,425 |
9. | SEGMENTED INFORMATION | |
The Company operates primarily in one segment, being cable TV services and in two geographic locations, being Canada and Poland. |
Geographic information | ||||||||
Revenues are attributed to countries based on location of customer | ||||||||
Revenues |
|
|
|
| For the six months ended June 30, 2003 | For the six months ended June 30, 2002 | ||
Canada | $ - | $ - | ||||||
Poland | 1,966,135 | 1,856,158 | ||||||
|
|
|
|
| $ 1,966,135 | $ 1,856,158 | ||
Property, plant, equipment and intangibles |
|
| June 30, 2003 | December 31, 2002 | ||||
Canada | $ 16,450 | $ 24,923 | ||||||
Poland | 11,855,017 | 14,646,006 | ||||||
|
|
|
|
| $ 11,871,467 | $ 14,670,929 |
10. | SUBSEQUENT EVENTS |
The Company is currently preparing a prospectus in conjunction with an application to list on the Warsaw Stock Exchange. The Company plans to use proceeds from the offering to further develop its cable television services. The listing on the Warsaw Stock Exchange and the prospectus is subject to regulatory approval. |
11. | OFFICERS AND DIRECTORS |
Stan Lis - President, CEO and director | |||
Adam Wojcik, Chief Operating Officer and director | |||
Iwona Kozak, Vice President Corporate Affairs and directors | |||
Casey Forward, Chief Financial Officer | |||
Jan Rynkiewicz, director | |||
Boyce Butler, director |