U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarter ended May 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 33-23884-LA
THE WESTWIND GROUP, INC.
(Name of Small Business Issuer as specified in its charter)
Delaware 87-0415594
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
1746 1/2 Westwood Blvd., Los Angeles, CA 90024
(Address of principal executive offices)
Registrant's telephone no., including area code: (310) 470-6949
No Change
Former name, former address, and former fiscal year, if changed
since last report.
Securities registered pursuant to Section 12(b) of the Exchange Act: None
Securities registered pursuant to Section 12(g) of the Exchange Act: None
Check whether the Issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act 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 XX No
---- ----
Common Stock outstanding at July 23, 1996 - 7,422,768 shares of $.004 par value
Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE: NONE
FORM 10-QSB
CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES
THE WESTWIND GROUP, INC.
For the quarter ended May 31, 1996.
The following financial statements and schedules of the registrant and
its consolidated subsidiaries are submitted herewith:
PART I - FINANCIAL INFORMATION
Page of
Form 10-QSB
Item 1. Financial Statements;
Condensed Consolidated Balance Sheets-- May 31, 1996 and
August 31, 1995 . . . . . . . . . . . . . . . . . . . . . . .3-4
Condensed Consolidated Statements of Operations --for the
three months and nine months ended May 31, 1996 and 1995. . . . .5
Condensed Consolidated Statements of Cash Flows--for
the nine months ended May 31, 1996 and 1995. . . . . . . . . . .6-7
Notes to Condensed Consolidated Financial Statements . . . . . . .8
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations . . . . . . . . . . . . . . . . . .12
PART II - OTHER INFORMATION
Page
Item 1. Legal Proceedings 14
Item 2. Changes in the Rights of Security Holders 14
Item 3. Defaults on Senior Securities 14
Item 4. Results of Votes on Securities Holders 14
Item 5. Other Information 14
Item 6(a). Exhibits 14
Item 6(b). Reports on Form 8-K 14
THE WESTWIND GROUP, INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
May 31, August 31,
1996 1995
_____________ ____________
CURRENT ASSETS:
Cash and cash equivalents $ 463,205 $ 286,335
Treasury bills 98,440 -
Marketable equity securities
available for sale 23,576 -
Advances to a related party 17,000 -
Film Inventory 349,639 690,760
Income taxes receivable - 19,000
Deferred tax asset 54,164 94,410
_____________ ____________
Total Current Assets 1,006,024 1,090,505
_____________ ____________
PROPERTY AND EQUIPMENT, net 8,821 9,449
_____________ ____________
OTHER ASSETS:
Film inventory-noncurrent 15,293 33,481
Deposit 1,580 1,580
Deferred tax asset 34,053 34,053
_____________ ____________
Total Other Assets 50,926 69,114
_____________ ____________
$1,065,771 $1,169,068
_____________ ____________
Note: The balance sheet at August 31, 1995 has been taken from the
audited
financial statements at that date and condensed.
The accompanying notes are an integral part of these consolidated
financial statements.
Page 3
THE WESTWIND GROUP, INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
May 31, August 31,
1996 1995
_____________ ____________
CURRENT LIABILITIES:
Accounts payable $ 51,112 $ 73,888
Accounts payable - related party 11,542 19,904
Accrued expenses 1,711 1,711
Management bonuses 157,000 157,000
_____________ ____________
Total Current Liabilities 221,365 252,503
_____________ ____________
MINORITY INTEREST 443,204 472,988
_____________ ____________
STOCKHOLDERS' EQUITY:
Preferred stock - -
Common stock 29,691 29,691
Additional paid-in capital 124,098 124,098
Unrealized loss on available for
sale securities (1,895) -
Retained earnings 249,308 289,788
_____________ ____________
Total Stockholders' Equity 401,202 443,577
_____________ ____________
$1,065,771 $1,169,068
_____________ ____________
Note: The balance sheet at August 31, 1995 has been taken from the
audited
financial statements at that date and condensed.
The accompanying notes are an integral part of these consolidated
financial statements.
Page 4
THE WESTWIND GROUP, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months Ended For the Nine Months Ended
________________________ ________________________
May 31, May 31, May 31, May 31,
1996 1995 1996 1995
__________ ________ _______ _________
REVENUE:
Film revenue $41,434 $427,139 $551,704 $649,971
Producers fee and film
management income 40,487 - 48,987 50,000
__________ ________ _______ ________
Total Revenue 81,921 427,139 600,691 699,971
__________ ________ _______ ________
PRODUCTION COSTS 8,528 460,927 358,081 742,359
__________ ________ _______ ________
GROSS PROFIT 73,393 (33,788) 242,610 (42,388)
__________ ________ _______ ________
OPERATING EXPENSE:
General and administrative 90,126 104,329 217,793 204,254
Professional fees 2,255 7,287 29,687 16,442
__________ ________ _______ ________
Total Operating Expense 92,381 111,616 247,480 220,696
__________ ________ _______ ________
INCOME(LOSS)FROM OPERATIONS (18,988) (145,404) (4,870) (263,084)
__________ _________ ______ ________
OTHER INCOME (EXPENSE):
Interest and other income 2,039 3,312 15,014 8,206
Gain on settlement of contingency- - 30,587 -
__________ ________ _______ ________
Total Other Income (Expense) 2,039 3,312 45,601 8,206
__________ ________ _______ ________
INCOME (LOSS) BEFORE MINORITY
INTEREST AND PROVISION FOR INCOME
TAXES (16,949) (142,092) 40,731 (254,878)
MINORITY INTEREST IN OPERATIONS OF
PARTNERSHIPS (5,481) (29,920) 81,211 (90,771)
__________ ________ _______ ________
INCOME (LOSS) BEFORE PROVISION FOR
INCOME TAXES (11,468) (112,172) (40,480) (164,107)
PROVISION FOR INCOME TAXES:
Current tax expense (benefit) - - - -
Deferred tax expense (benefit) - - - (5,789)
__________ ________ _______ _________
NET (LOSS) INCOME (11,468) $(112,172) (40,480) $(158,318)
__________ ________ _______ _________
INCOME (LOSS) PER
COMMON SHARE $ (.00) $ (.02) $ (.01) $ (.02)
__________ ________ _______ _________
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 7,422,768 7,422,768 7,427,768 7,422,768
__________ ________ _______ _________
The accompanying notes are an integral part of these consolidated
financial statements.
Page 5
THE WESTWIND GROUP, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Increase (Decrease) in Cash and Cash Equivalents
For the Nine Months Ended
___________________________
May 31, May 31,
1996 1995
__________ __________
Cash Flows From Operating Activities:
Net income (loss) $(40,480) $(158,318)
__________ __________
Adjustments to reconcile net income to cash
provided (used) by operations:
Depreciation and amortization 1,542 155
Minority interests in operations of partnerships 81,211 (90,771)
Write off film script inventory 22,886 4,095
Gain on sale of film script - (21,732)
Gain on contingency (25,471) -
Changes in assets and liabilities:
(Increase) decrease in accounts receivable - 2,750
(Increase) decrease in income tax receivable 19,000 -
(Increase) decrease in film inventory 341,798 674,292
(Increase) decrease in deferred tax asset 40,246 -
Increase (decrease) in accounts payable and
accrued expenses (31,139) (4,879)
Increase (decrease) in taxes payable - (5,825)
Increase (decrease) in deferred liabilities tax - (5,789)
________ _______
Total Adjustments 450,073 552,296
________ ________
Net Cash Provided (Used) by
Operating Activities 409,593 393,978
________ ________
Cash Flows From Investing Activities:
Purchase of US treasury bills (98,440) -
Note receivable - related party (17,000) -
Payments for film script inventory (4,698) (43,909)
Proceeds from sale of film script - 51,127
Purchase of property and equipment (914) -
_________ ________
Net Cash From (To) Investing Activities (121,052) 7,218
_________ ________
Cash Flows From Financing Activities:
Distributions to limited partners (111,671) (285,797)
Contributions from limited partners - -
_________ ________
Net Cash From Provided (Used) by
Financing Activities (111,671) (285,797)
_________ ________
Net Increase in Cash and Cash Equivalents 176,870 115,399
Cash and Cash Equivalents at Beginning of Period 286,335 255,626
_________ _________
Cash and Cash Equivalents at End of Period $ 463,205 $ 371,025
_________ __________
[Continued]
Page 6
THE WESTWIND GROUP, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
[Continued]
Increase (Decrease) in Cash and Cash Equivalents
For the Nine Months Ended
___________________________
May 31, May 31,
1996 1995
_________ _________
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Interest $ - $ -
Income taxes $ - $ 6,165
Supplemental Schedule of Non-cash Investing and Financing Activities:
For the Nine months ended May 31, 1996:
None
For the Nine months ended May 31, 1995:
None
The accompanying notes are an integral part of these consolidated
financial statements.
Page 7
THE WESTWIND GROUP, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 _ BASIS OF PRESENTATION
The accompanying financial statements have been prepared by
the Company without audit. In the opinion of management, all
adjustments (which included only normal recurring adjustments)
necessary to present fairly the financial position, results of
operations and changes in financial position for all periods
presented, have been made.
Certain information and footnote disclosures normally included
in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted
in the accompanying interim financial statements. It is
suggested that these condensed consolidated financial
statements be read in conjunction with the financial
statements and notes thereto included in the Company's August
31, 1995 audited financial statements. The results of
operations for the periods ended May 31, 1996 and 1995 are not
necessarily indicative of the operating results for the full
year.
NOTE 2 _ TREASURY BILLS
At May 31, 1996 the Company had the following investment in US
treasury bills, which are carried at amortized cost.
Amortized Market Maturity
Date Acquired Maturity Date Costs Value Value
____________ _____________ ________ _______ _________
03/25/96 06/20/96 $ 199,440 $199,440 $ 200,000
03/25/96 09/19/96 98,440 98,440 100,000
________ _______ _________
298,880 298,880 300,000
Less Cash Equivalents 199,440 199,440 200,000
________ _______ _________
$ 98,440 $ 98,440 $ 100,000
________ _______ _________
NOTE 3 _ MARKETABLE SECURITIES
The Company investments in marketable equity securities which
are held for an indefinite period and thus are classified as
available-for-sale. Available-for-sale securities are recorded
at fair value under the caption "marketable securities" on the
balance sheet, with the change in fair value during the period
excluded from earnings and recorded as a separate component of
equity. Fair value of the equity securities was determined on
a specific identification basis in computing unrealized gain
or loss. As of May 31, 1996 and 1995. Unrealized holding
gains (losses) on such securities, which were added to
(subtracted) from stockholders' equity during the nine month
period ended May 31, 1996 and 1995, were $1,542 and $0
respectively. The change in net unrealized holding gain
(loss) on available-for-sale securities for the three months
ending May 31, 1996 and 1995 was $700 and $0.
Page 8
THE WESTWIND GROUP, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
NOTE 4 _ LIMITED PARTNERSHIP AND LIMITED LIABILITY COMPANY
The Company forms limited partnerships to finance the
production of some of its feature films. The Company serves
as the general partner and has ownership, operating, and
financial control of the limited partnerships. Limited
partnership agreements generally limit cash distributions to
the Company until limited partners' original investments are
returned plus interest at a predetermined rate. Profits are
allocated according to partnership agreements with the
Company's interest ranging from 51.9% to 28.3%.
On March 19, 1996, the Company organized a wholly owned
limited liability company [LLC] to produce a feature film in
connection with a film acquisition agreement. [See Note 5]
NOTE 5 _ COMMITMENTS AND CONTINGENCIES
Film Acquisition Agreement - On March 20, 1996, the Company's
LLC entered into a film acquisition agreement, where in the
LLC committed to produce a full length motion picture for a
distributor by September 30, 1996. On March 28, 1996, the LLC
obtained a $1,385,000 short term note payable from a financial
institution to finance the films production. The note bears
interest at a rate of prime plus .75% and matures December 31,
1996. As of May 31, 1996 the LLC had borrowed $1,285,737
against the note to produce the film. The note is secured by
the film and is guaranteed by the distributor. The
distributor also agreed to make all interest payments on the
note. The distributor in return receives all rights to
distribute the film. In as much as the LLC is acting as an
independent producer and the short term note is fully
guaranteed by the distributor the short term note and related
film cost inventory have not been recorded on the books of the
LLC. As of May 31, 1996 the Company has recognized 40,487 in
producer fees from the production of the film.
Development Agreements - The Company enters into development
agreements as a means to obtain story rights for feature
films. Developers typically are entitled to a percentage of
the net profits of the Company's general partnership interest
in the film. Amounts paid to developers for the nine months
ended May 31, 1996 and 1995 were approximately $4,858 and
$4,698, respectively.
Distribution Agreements - The Company has entered into film
distribution agreements for foreign markets as a means of
financing production costs. These foreign distributor
agreements require an up front advance which is repaid by the
Company at prime plus 2% from the proceeds of the film. The
foreign distributor collects revenues from sublicensees and
after withholding the funds advanced, expenses incurred and a
distribution fee of approximately 15% to 25% of gross
revenues, forwards the remainder to the Company.
Page 9
THE WESTWIND GROUP, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5 _ COMMITMENTS AND CONTINGENCIES [Continued]
The Company also enters into various other foreign and
domestic distribution and licensing agreements for its films
as a means to exhibit it's films to the public. Distributors
typically receive 12.5% to 25% of gross revenues as a
distribution fee after predetermined minimum revenues are
received by the Company and are entitled to be reimbursed for
expenses incurred from the proceeds of the film.
The Company as a Distributor - The Company enters into various
agreements to produce, assist in production and distribute
films for which it does not own the story rights. These
agreements typically provide for the Company to be compensated
for its role as producer, entitle the Company to receive a
percentage revenue in gross profits of the film and
occasionally require the Company to advance funds to meet
production costs. The advances are to be repaid from the
gross revenues of the film. At May 31, 1996 and August 31,
1995, their were no amounts advanced under these agreements.
Other - The Company has a continuing obligation to certain
writers and actors to pay profit participation amounts ranging
from 1 to 7.5 percent based on a predetermined level of income
and distributions received by the Company. The Company has
recorded $0 and $0 in profit participation payments for the
three months ended May 31, 1996 and 1995, respectively.
Gain Contingency - The Company has filed suit for $133,477
against a Company, which had been contracted to distribute a
film, for breach of a home video distribution agreement. The
suit is based on a refusal to pay the full amount of the
minimum guarantee, failure to render an accounting of sales
and failure to pay royalties. In November 1990, the Company
received a judgment against the distributor for $133,477;
however, the distributor was forced into bankruptcy by its
creditors before payment was made. During November 1995, the
Company recorded $30,587 in other income when it received
$5,116 and 1,684 shares of the distributor common stock with
an aggregate fair value of $25,471 on the date of issuance.
The Company does not plan to pursue further collection.
NOTE 6 _ INCOME TAXES
The Company accounts for income taxes in accordance with
Statement of Financial Accounting Standards No. 109 "Accounting
for Income Taxes" [FASB 109]. FASB 109 requires the Company to
provide a net deferred tax asset/liability equal to the expected
future tax benefit/expense of temporary reporting differences
between book and tax and any available operating loss or tax
credit carryforwards.
On May 31, 1996 the amounts of the deferred tax assets and
liabilities are $88,217 and $25,827, respectively. The amount of
and ultimate realization of the benefits from the deferred tax
assets is dependent, in part, upon the tax laws in effect, the
future earnings of the Company, and other future events, the
effects of which cannot be determined. As of May 31, 1996, the
Company has no available operating loss carryforwards.
Management determined that no valuation allowance was necessary
for the net deferred tax assets as of May 31, 1996.
Page 10
THE WESTWIND GROUP, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 7 _ ECONOMIC DEPENDENCY
The Company has three significant customers who represent
approximately 95% of the Company's revenue.
The Company also receives a substantial portion of its revenue
from two foreign sales agents who collect on behalf of the
Company from numerous customers on a world-wide basis. These
foreign revenues relate to other revenues as follows:
For the Nine Months
Ended May 31,
________________________
1996 1995
__________ __________
Foreign Sales Agents $ 188,624 $ 249,651
Domestic Customers 362,940 331,313
Other 140 69,007
__________ __________
Total Film Revenues $ 551,704 $ 649,971
__________ __________
Page 11
PART I - ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The Company is engaged in the business of financing, producing and
distributing quality, lower and medium budget motion pictures. The
Company's motion pictures are intended to be distributed for exhibition
in domestic and foreign theater markets and for subsequent release in
other markets such as home video, pay-per-view, pay television and free
television. Westwind Productions, Inc., a wholly-owned subsidiary of the
Company, is the Company's production entity. Westwind Releasing Corp.,
another wholly-owned subsidiary of the Company, is the Company's
distribution division. The following discussion should assist in an
understanding of the Company's financial position at May 31, 1996, as
compared to the same quarter for the last fiscal year. The financial
statements and the notes attached thereto should be referred to in
connection with this discussion.
Liquidity and Capital Resources.
As of May 31, 1996, the Company had total assets of $1,065,771 compared
to $1,169,068 as of August 31, 1995, a decrease of $103,297, or
approximately 91%. The decrease was primarily the result of an increase in
cash and cash equivalents, an increase in treasury bills and a decrease in
film inventory. As of May 31, 1996, the Company's cash totaled $479,539 as
compared to $286,335 at August 31, 1995. Film inventory is carried at the
lessor of the Company's cost of producing the film or its net realizable
value based upon estimated future film revenues. Film inventory is reduced
or amortized as the Company receives revenues from films carried in
inventory or to the extent film inventory exceeds estimated future film
revenues.
The significant increase in cash and treasury bills at May 31, 1996
from August 31, 1995 was primarily the result of a short term note obtained
from a financial institution to fund the production of a film (See Notes
4 and 7 to the financial statements attached hereto).
Total current liabilities decreased to $221,365 as of May 31, 1996,
from $252,503 at August 31, 1995. Provision for minority interests
decreased slightly from $472,988 at August 31, 1995 to $443,204 at
May 31, 1996.
Shareholders' Equity at May 31, 1996 was $401,202 compared to $443,577.
The reduction Shareholders Equity was the result of operating losses during
the last nine months.
Results of Operations
The Company's principal objective is to produce and distribute motion
pictures with commercial subject matter. Film revenues are derived
primarily from the distribution of feature films in both domestic and
foreign markets. The Company's revenues are derived from management and
marketing fees relating to specific motion pictures, from fees for film
production services and from distributive shares in partnerships and joint
venture formed to finance motion pictures. The Company's revenues and net
income are dependent upon the level of film activity engaged in by the
Company as well as by the success of the particular motion pictures
released by the Company in any given year. Most of the income which will
be generated by a motion picture will be generated in the year in which it
is released and distributed. Thereafter, minimum revenues are received
from such motion picture.
12
The Company's film activity during the quarter included the following:
"Asylum," a dramatic thriller starring Robert Patrick and Malcolm
McDowell is currently in post-production. Principal photography
April 8, 1996. The project is a co-production with Norstar
Entertainment. Norstar funded the project entirely and will have
all rights to the film. The company receives a production fee for
the project.
"Desire" aka "Ultimate Desire" an erotic thriller starring Martin
Kemp, Kate Hodge, Robert Miranda and Deborah Shelton was released
by Monarch Home Video for domestic video release at the end of May.
Revenue and Expenses.
The Company had total revenue of $41,434 for the three month period
ended May 31, 1996, compared to $427,139 for the three month period ended
May 31, 1995. For the nine months ended May 31, 1995, the Company had
total revenue of $551,704 compared to $649,971 for the nine months ended
May 31, 1995, a decrease of approximately 15%. Film revenue varies
significantly from quarter to quarter depending upon theoverall film
activity and the timing of receipts from the delivery of films.
Production costs for the three month period ended May 31, 1996 was
$8,528 compared to $460,927 for the three month period ended May 31, 1995.
Production costs for the nine month period ended May 31, 1996 were $358,081
compared to $742,359 for the nine month period ended May 31, 1995.
Production costs are related to film activity and varies significantly
from quarter to quarter. Operating expenses were $92,381 and $247,480 for
the three month and nine month periods ended May 31, 1996 compared to
$111,616 and $220,696 for the three month and nine month periods ended
May 31, 1995.
During the three months ended November 30, 1995, the Company had a
$30,587 one time gain in connection with settlement of a law suit.
The Company had a net pre-tax loss of $40,480 for the nine months
ended May 31, 1996 compared to a loss of $164,107 for the nine months
ended May 31, 1995. For the three months ended May 31, 1996, the Company
had a net pre-tax loss of $11,468 compared to a net loss of $112,172 for
the three months ended May 31, 1995. The reduction in total loss from
the periods ended May 31, 1995 was primarily the result of lower overhead,
the one time gain in connection with the lawsuit referred to above, and a
larger gross loss for the periods ended May 31, 1995.
The Company's revenues from operations and from partnership
distributions as well as income and operating expenses are subject to
increase or decrease on a quarterly basis depending on the amount of film
activity engaged in a particular quarter and the timing of receipts from
licenses and from distribution agreements.
13
PART II - OTHER INFORMATION
Item 1. Legal Proceedings. To the best knowledge of the Company, it
did not become a party to any pending or threatened
litigation or proceeding material to the Company during the
three month period ended May 31, 1996.
Item 2. Changes in the Rights of the Company's Security Holders.
None.
Item 3. Defaults by the Company on its Senior Securities. None.
Item 4. Submission of Matters to a Vote of Security Holders. None.
Item 5. Other Information. None.
Item 6(a). Exhibits. None.
Item 6(b). Reports on Form 8-K. None.
14
SIGNATURE
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 thereunto duly authorized.
Dated: September 10, 1996 THE WESTWIND GROUP, INC.
By /s/ William C. Webb
President/Director
Principal Executive and
Financial Officer
15