1 17 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB (Mark one) [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 FOR THE FISCAL QUARTER ENDED SEPTEMBER 30, 1999 Commission file No. 0-18866 OR [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 FIRST NATIONAL ENTERTAINMENT CORP. (Exact name of small business issuer as specified in its charter) COLORADO 93-1004651 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 477 E BUTTERFIELD RD., SUITE 410, LOMBARD, ILLINOIS 60148 --------------------------------------------------------- (Address of principal executive offices) (630) 971-9924 ------------------------------------------ (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: NONE Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK $0.005 PAR VALUE ----------------------------- (Title of Class) 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 [X] NO [ ] As of September 30, 1999 the registrant had outstanding 18,637,458 shares of its $.005 par value Common Stock. 2 INDEX Part I - Financial Information ------------------------------ Page Item 1 Consolidated Balance Sheets........................................ 3 Consolidated Statements of Income.................................. 5 Consolidated Statements of Cash Flow............................... 6 Notes to Consolidated Financial Statements......................... 8 Item 2 Management's Discussion and Analysis of Financial Conditions and Results of Operations.............................................. 13 Part II - Other Information and Signatures ------------------------------------------ Item 5 Other Information.................................................. 14 Item 6 Exhibits and Reports on Form 8-K................................... 14 2 3 PART 1 - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS FIRST NATIONAL ENTERTAINMENT CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET (UNAUDITED) - -------------------------------------------------------------------------------- September 30, 1999 1998 - -------------------------------------------------------------------------------- ASSETS Current Assets Cash $ 40,650 $ 101,328 Accounts receivable, net of allowance 271,399 241,865 Loans Receivable, net of allowance 2,967,971 3,166,514 Interest Receivable 204,652 450,442 Video Inventory 112,333 139,333 Other 50,272 50,139 - -------------------------------------------------------------------------------- Total Current Assets 3,647,277 4,149,621 - -------------------------------------------------------------------------------- Real Estate held for development 9,000 559,000 Property and equipment, net 187,205 214,343 Other Assets Film inventory 10,000 10,000 Goodwill 0 5,000 Intangible assets, net 6,025 30,245 Licenses 0 150,000 Investment in LLC 0 27,726 Investment in PK 0 10,000 - -------------------------------------------------------------------------------- Total Other Assets 16,025 232,971 - -------------------------------------------------------------------------------- TOTAL ASSETS $3,859,507 $5,159,409 ================================================================================ See accompanying notes to consolidated financial statements. 3 4 FIRST NATIONAL ENTERTAINMENT CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET (UNAUDITED) - -------------------------------------------------------------------------------- September 30, 1999 1998 - -------------------------------------------------------------------------------- LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities Short-term debt $2,779,178 $1,942,613 Accounts payable 222,655 267,856 Accrued expenses 322,076 869,852 - -------------------------------------------------------------------------------- Total Current Liabilities 3,323,909 3,080,321 - -------------------------------------------------------------------------------- Minority interest in consolidated subsidiary 2,788,968 2,788,968 Shareholders' Equity Common stock, $.005 par value, authorized 100,000,000 shares, issued and outstanding: 1999, 18,637,458 shares 1998, 18,672,458 shares 92,690 93,365 Dividends payable (229,687) (325,682) Paid in capital 27,258,241 27,271,566 Accumulated deficit (29,374,614) (27,749,129) - -------------------------------------------------------------------------------- Total Shareholders' Equity (2,253,370) (709,880) - -------------------------------------------------------------------------------- ================================================================================ TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $3,859,507 $5,159,409 ================================================================================ See accompanying notes to consolidated financial statements. 4 5 FIRST NATIONAL ENTERTAINMENT CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - -------------------------------------------------------------------------------- For the nine months ended September 30, 1999 1998 - -------------------------------------------------------------------------------- TOTAL REVENUES 1,684,253 1,358,216 COST OF REVENUES 619,088 387,859 - -------------------------------------------------------------------------------- GROSS PROFIT (LOSS) 1,065,165 970,357 - -------------------------------------------------------------------------------- OPERATING EXPENSES General and administrative 1,890,227 983,534 - -------------------------------------------------------------------------------- TOTAL OPERATING EXPENSES 1,890,227 983,534 OPERATING INCOME (LOSS) (825,062) (13,177) - -------------------------------------------------------------------------------- OTHER INCOME (EXPENSE) (10,519) 43,108 - -------------------------------------------------------------------------------- NET INCOME (LOSS) $(835,581) $29,931 ================================================================================ NET GAIN (LOSS) PER SHARE $ (.04) $ .-- ================================================================================ Weighted average shares outstanding 18,637,458 18,289,958 ================================================================================ See accompanying notes to consolidated financial statements. 5 6 - -------------------------------------------------------------------------------- FIRST NATIONAL ENTERTAINMENT CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS - -------------------------------------------------------------------------------- For the three months ended September 30, 1999 1998 - -------------------------------------------------------------------------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $(415,846) $(122,790) Adjustments to reconcile net loss to net cash provided by operating activities: Other amortization, depreciation, write-offs 16,869 45,038 Provision for loan losses (28,425) 9,000 Changes in operating assets and liabilities, net 343,353 116,175 Other Assets 900 0 - -------------------------------------------------------------------------------- NET CASH (USED IN) OPERATING ACTIVITIES (83,149) 47,423 CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of property and equipment (13,302) (13,548) Goodwill 0 (5,000) Investment in LLC 0 (25,481) Investment in PK 0 (10,000) - -------------------------------------------------------------------------------- NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES (13,302) (54,029) CASH FLOWS FROM FINANCING ACTIVITIES: Loans (repayments) from/to shareholder (19,817) 0 Principal payments on notes (33,333) 0 Proceeds from borrowings on notes 200,000 0 Dividends paid (76,562) (76,562) - -------------------------------------------------------------------------------- NET CASH (USED IN) FINANCING ACTIVITIES 70,288 (76,562) NET INCREASE/(DECREASE) IN CASH (26,163) (83,168) CASH - BEGINNING OF PERIOD 66,813 184,496 - -------------------------------------------------------------------------------- CASH - END OF PERIOD $40,650 $ 101,328 ================================================================================ See accompanying notes to consolidated financial statement 6 7 FIRST NATIONAL ENTERTAINMENT CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS - -------------------------------------------------------------------------------- For the nine months ended September 30, 1999 1998 - -------------------------------------------------------------------------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $(835,581) $ 29,931 Adjustments to reconcile net loss to net cash provided by operating activities: Other amortization, depreciation, write-offs 70,455 76,241 Provision for loan losses 26,574 27,000 Changes in operating assets and liabilities, net 511,290 336,754 Other Assets 900 0 - -------------------------------------------------------------------------------- NET CASH (USED IN) OPERATING ACTIVITIES (226,362) 469,926 CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of property and equipment (108,752) (158,140) Goodwill 0 (5,000) Real estate held for development 0 (9,000) Investment in LLC 0 (27,726) Investment in PK 0 (10,000) Start Up costs 0 (51,848) - -------------------------------------------------------------------------------- NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES (108,752) (261,714) CASH FLOWS FROM FINANCING ACTIVITIES: Loans (repayment) from/to shareholder 238,106 0 Principal payments on notes (175,000) 0 Notes Receivable (41,638) 0 Proceeds from borrowings on notes 400,000 0 Dividends paid (229,687) (325,682) - -------------------------------------------------------------------------------- NET CASH (USED IN) FINANCING ACTIVITIES 191,781 (325,682) NET INCREASE/(DECREASE) IN CASH (143,333) (117,470) CASH - BEGINNING OF PERIOD 183,983 218,798 - -------------------------------------------------------------------------------- CASH - END OF PERIOD $ 40,650 $ 101,328 See accompanying notes to consolidated financial statements. 7 8 FIRST NATIONAL ENTERTAINMENT CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) September 30, 1999 - -------------------------------------------------------------------------------- NOTE 1 GENERAL - -------------------------------------------------------------------------------- In the opinion of the Company, the accompanying consolidated financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the financial position as of June 30, 1999 (unaudited) and the unaudited results of operations and cash flows for the six months ended June 30, 1998. The financial statements have been prepared in accordance with the requirements of Form 10-QSB and consequently do not include all the disclosures normally made in an Annual Report on Form 10-KSB. Accordingly, the consolidated financial statements included herein should be reviewed in conjunction with the financial statements and the footnotes thereto included in the Company's short period December 31, 1998 Annual Report on Form 10-KSB. The results of operations for the six months ended June 30, 1999 and 1998 are not necessarily indicative of the results to be expected for the full year. - -------------------------------------------------------------------------------- NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - -------------------------------------------------------------------------------- Principles of Consolidation: The consolidated financial statements include the accounts of First National Entertainment Corp. (a Colorado corporation) and its subsidiaries, Equator Entertainment, First National Finance Corp., and First National Video Corp. (collectively referred to as the "Company"). All significant intercompany accounts and transactions have been eliminated in consolidation. The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Fiscal Year Change: Effective January 1, 1998, the Company changed its fiscal year-end of June 30 to a year-end of December 31. The six-month transition period bridges the gap between the Company's old and new fiscal year end. Inventories: Inventories, consisting primarily of prerecorded videocassettes, concessions, and other accessories held for resale, are stated at the lower of cost or market. Cost of sales is determined on a first-in, first-out basis ("FIFO"). Videocassette rental inventory, which includes video games, is stated at cost and amortized over its estimated useful life to a $4 per videocassette salvage value. See Note 4 for discussion of the amortization policy applied to videocassette rental inventory. Cash and Cash Equivalents: For purposes of the statement of cash flows, the Company considers all investments with maturities of three months or less, when purchased, to be cash equivalents. Loans Receivable: Loans are stated net of the allowance for loan losses and unearned discount. Interest on loans is included in operating revenues over the term of the loan based upon the principal balance outstanding. Where serious doubt exists as to the collectibility of a loan, the accrual of interest is discontinued. Loan fees and direct loan origination costs are deferred and amortized over the term of the loan as a yield adjustment. The Company has a reserve for unfunded restoration costs which it holds in escrow. Payments are made from time to time as work is completed and documentation is presented to a title company for approval. Funds are disbursed upon a directive from the title company. 8 9 Allowance for Loan Losses: An allowance for loan losses has been established to provide for those loans which may not be repaid in their entirety. The allowance is increased by provisions for loan losses charged to expense and decreased by charge-offs, net of recoveries. Although a loan is charged off by management when deemed uncollectible, collection efforts may continue and future recoveries may occur. The allowance is maintained by management at a level adequate to cover losses that are currently anticipated based on past loss experience, general economic conditions, information about specific borrower situations (including their financial position and collateral values) and other factors and estimates which are subject to change over time. Estimating the risk of loss and the amount of loss on any loan is necessarily subjective and ultimate losses may vary from current estimates. These estimates are reviewed periodically, and as adjustments become necessary, they are reported in earnings in the periods in which they become known. Loans are considered impaired if full principal or interest payments are not anticipated. Each impaired loan is carried at the present value of expected cash flows discounted at the loan's effective interest rate or at the fair value of the collateral if the loan is collateral dependent. A portion of the allowance for loan losses is allocated to an impaired loan if the present value of cash flows or collateral value indicate the need for an allowance. For impaired loans and other loans, accrual of interest is discontinued on a loan when management believes, after considering collection efforts and other factors, that the borrower's financial condition is such that collection of interest is doubtful. Cash collections on impaired loans are credited to the loan receivable balance, and no interest income is recognized on those loans until the principal balance has been collected. Property, Plant, and Equipment: Property, plant, and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally 3 to 7 years. Financial Instruments: The Company's financial instruments consist principally of loans receivable and notes payable and are carried at amounts which approximate fair value. Stock-Based Compensation: On October 23, 1995, the Financial Accounting Standards Board (the "FASB") issued SFAS No. 123, "Accounting for Stock-Based Compensation." SFAS No. 123 encourages, but does not require, the recognition of compensation expense for grants of stock, stock options, and other equity instruments to employees based on a fair value method of accounting. Companies are permitted to continue to apply the existing accounting rules contained in Accounting Principles Board Option No. 25, "Accounting for Stock Issued to Employees" (APBO No. 25"); however, companies that choose to retain this method of accounting are required to provide expanded disclosures of pro forma net income and earnings per share in the notes to financial statements as if the new fair value method of accounting ad been adopted. The Company has elected to continue to apply the accounting principles contained in APBO No. 25. Income Taxes: The Company accounts for income taxes using the deferred asset and liability method as required by SFAS No. 109, "Accounting for Income Taxes." Deferred income taxes are proved as temporary differences arise between the basis of asset and liabilities for financial reporting and income tax reporting. Earnings/(Loss) Per Share: Earnings per common share (EPS) is computed under the provisions of Statement of Financial Accounting Standards No. 128, "Earnings Per Share," which was adopted retroactively by the Company at December 31, 1997. Basic earnings/(loss) per common share is computed by dividing net income/(loss) available to common shareholders by the weighted average number of common shares outstanding during the period. Since the Company has experienced net operating losses, the outstanding options and warrants to purchase common stock have an anti-dilutive effect. Therefore, options and warrants were not included in computing dilutive earnings/(loss) per share. 9 10 - -------------------------------------------------------------------------------- NOTE 3 NOTES RECEIVABLE - -------------------------------------------------------------------------------- -------Sept. 30, 1999---- 1999 1998 10% note due January 1, 2000, convertible to a 21% ownership in a travel company at the option of the Company's management $125,000 $ --- 10% note due May 1, 2,000 Note is secured by real estate 126,000 $ --- -------- ------ $251,000 $ --- On October 22, 1999 the Company extended the due date as indicated for a fee. - -------------------------------------------------------------------------------- NOTE 4 VIDEOCASSETTE RENTAL INVENTORY - -------------------------------------------------------------------------------- The Company amortizes its videocassette rental inventory on an accelerated method. Under this method, videocassette rental inventory, which includes video games, is stated at cost and amortized, beginning on the date the videocassettes are placed into service, to its salvage value ($4 per videocassette) over an estimated useful life of 36 months. All copies of new release videocassettes are amortized on an accelerated bases during their first three months to an average net book value of $8 and then on a straight-line basis to their salvage value of $4 over the next 33 months. - -------------------------------------------------------------------------------- NOTE 5 AMORTIZATION OF FILM INVENTORY - -------------------------------------------------------------------------------- The Company's film inventory consists of the unamortized film costs for Happily Ever After allocated to the secondary market. Amortization of capitalized film property costs is computed using the individual-film-forecast computation method as promulgated under SFAS No. 53, "Financial Reporting by Producers and Distributors of Motion Picture Films". At June 30, 1996, the Company intended to amortize the remaining unamortized film costs for its Happily Ever After property over the next five years, subject to future market conditions altering this accounting estimate. The Company's computation of net realizable value as of June 30, 1997 resulted in a significant change in the amount of unamortized costs permitted to be charged to future operations. Accordingly, a charge of $2,200,000 is reflected in the statement of operations for the year ended June 30, 1997 to reflect the writedown of film property costs to their estimated net realizable value. At December 31, 1997, an additional review and analysis of the film's net realizable value resulted in a charge to income of $490,000. 10 11 - -------------------------------------------------------------------------------- NOTE 6 LEASEHOLD IMPROVEMENTS AND EQUIPMENT - -------------------------------------------------------------------------------- Leasehold improvements and equipment consisted of the following at June 30, 1999 and 1998: 1999 1998 ---- ---- Leasehold improvements $ 83,639 $ 84,153 Office equipment 159,806 76,669 Furniture and fixtures 27,941 43,430 Automobile --- 38,425 ------- ------- 271,386 242,677 Less accumulated depreciation 84,181 24,860 Net property and equipment $187,205 $217,817 ======== ======== - -------------------------------------------------------------------------------- NOTE 7 SHAREHOLDERS' EQUITY - -------------------------------------------------------------------------------- Preferred Stock: The Company has authorized the issuance of 10,000,000 shares of $.0001 par value preferred stock. At December 31, 1998, the Company had not issued any preferred shares. Common Stock: During the periods ended December 31, 1998 and 1997, respectively, the Company issued 600,000 and 274,000 shares for employee compensation and professional fees valued at $6,000 and $5,480. In the second quarter of 1996, the Company initiated an equity restructuring program in which the Company issued 1,260,000 shares of its common stock (par value $.005) along with warrants to purchase an additional 1,260,000 shares of its common stock (par value $.005) at $1 share. Total proceeds from the offering amounted to $830,000. On October 6, 1996, the Company's Board of Directors approved and issued an Extension and Optional New Pricing Offer to the holders of these warrants. These 1,260,000 warrants originally entitled the holders to purchase an additional share each of the Company's common stock at a price of $1 through an expiration date of December 15, 1997. The Extension and Optional New Pricing Offer allows an extension until December 31, 1999, at a share price of $.15 for additional consideration of $.05 per warrant or an extension until December 31, 2000, at a share price of $.05 for additional consideration of $.10 per warrant. During the year ended June 30, 1997, warrants for 800,000 shares are extended to December 31, 1999 and warrants for 200,000 shares were extended to December 31, 2000. Additional paid-in capital of $60,000 was received from these transactions for the period ended June 30, 1997. During 1998, certain warrants previously issued in the six-month period ended December 31, 1998 were canceled and cash of $20,000 was returned. During 1998, 100,000 warrants were issued as part of a compensation agreement. The warrants are convertible to common stock at twenty-five cents a share. There were 13,660,000 warrants outstanding at December 31, 1998. Rentrak, Inc. of Portland, Oregon is a large distributor of videocassettes on a pay-per-view basis nationally. On December 22, 1995, the Company and Rentrak entered into a ten-year agreement whereby Rentrak purchased 357,143 shares of common stock for $200,000. Rentrak has also agreed to acquire an additional $10,000 of common stock for each new non-Rentrak video store acquired by the Company. No new stores have been acquired as of December 31, 1998. Stock Options: On May 21, 1993, shareholders approved an incentive stock plan which reserved 3,500,000 shares of the Company's common stock for issuance under the 1993 Incentive Stock Option Plan ("ISO") and the 1993 Non-Qualified Stock Option Plan ("NQSO") (collectively referred to as the "1993 Plan"). The 1993 Plan provides incentives to officers, directors, employees, consultants, and advisors in the form of stock options, subject to certain restrictions. 11 12 The Company's Board of Directors determines the granting of options under the 1993 Plan, including the exercise period, contingencies, vesting periods, and employee qualifications. Options to be issued under the ISO are intended to qualify as "incentive stock options" under Section 422 of the 1986 Internal Revenue Code (the "Code"), as amended. Options granted under the NQSO are subject to fewer restrictions than the ISO and are considered "Non-Statutory Stock Options" as defined in the Code. As of December 31, 1997, 25,000 options had been issued under the 1993 Plan. These options were issued in August 1993 at the exercise price of $1.53 per share. All of the outstanding options were exercisable at December 31, 1998. No options were exercised during the year ended December 31, 1998, the six months ended December 31, 1997, or the year ended June 30, 1997. Employee Stock Purchase Plan: The Company implemented an Employee Stock Purchase Plan in 1994 which permits substantially all employees to acquire Company common stock. Participating employees may acquire stock at the end of each six-month period (June 30 and December 31 of each year) at a purchase price of 85% of the lower of fair market value at the beginning or end of the period. Employees may designate up to 10% of their base compensation for the purchase of stock under this plan. There are no charges to income in connection with this plan. - -------------------------------------------------------------------------------- NOTE 8 LEASES - -------------------------------------------------------------------------------- The Company occupies certain office facilities and video stores under operating lease arrangements. Under terms of the leases, the Company is responsible for real estate taxes, insurance, and maintenance costs on the facilities. Total rent expense under such arrangements was approximately $278,000, $35,000 and $17,000 for the year ended December 31, 1998, the six months ended December 31, 1997, and the year ended June 30, 1997, respectively. The leases expire from 1999 through 2003. Future minimum payments under noncancelable leases as of December 31, 1998 are as follows: 1999 $ 308,870 2000 264,751 2001 251,142 2002 214,440 2003 180,870 ----------- $ 1,220,073 =========== 12 13 ITEM 2. FIRST NATIONAL ENTERTAINMENT CORP. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION OVERVIEW The Corporation continued to experience losses for the quarter due to the continuing expenses associated with Equator Entertainment, a short term down turn in revenue in Prairie Business Credit and losses in First National Video. Revenue in First National Finance fell below forecast because of slower turns on rehab projects and a change in loan method. Prepaid interest revenue is now recognized at loan repayment date creating a timing deferral of revenue. Management has been instructed by the Board of Directors to focus on its core businesses - Entertainment and Finance. The corporation will sell or close its remaining video stores in First National Video Corp. by the end of the first quarter of 2000. Also, the corporation will vigorously pursue an acquisition or merger with an appropriate profitable company in order to utilize its NOL for Federal Income tax purposes. LIQUIDITY AND CAPITAL RESOURCES At September 30, 1999 the company had cash of $40,650 compared to $49,158 at the year ended December 31, 1998. Bank loans remained unchanged with the exception of approximately $25,000 of principal payments on the loan of First National Video Inc. Notes to shareholders increased by $146,850 during the period. The corporation's relationship with the bank remains excellent. FINANCING ACTIVITIES Management believes its working capital and existing credit sources are adequate to meet its operating requirements for the forseeable future. The corporation continues to pursue funding for growth and expansion in the following manner: Prairie Business Credit, Inc. - a $2.5 million dollar line of revolving credit to enable growth and swift participation in profitable accounts receivable purchases. First National Finance Corp. - to obtain $2-$3 million dollars of funds for growth of its business loan portfolio. Equator Entertainment - will attempt to sell a minority interest in order to raise the capital needed to participate on a coproduction profit sharing basis with upcoming animated film projects. RESULTS OF OPERATIONS - Nine months Ended September 30, 1999 compared to Nine Months Ended September 30, 1998. Consolidated revenues increased to $1,673,734 compared to $1,401,324 for nine months of 1998 - an increase of $272,410. This is mainly attributable to acquisition of video stores under First National Video Corp. Revenue in First National Finance Corp. in business loans was approximately $230,000 below the same period in 1998, in part due to a change in policy towards revenue being recognized at loan repayment rather than on a prepaid or interim bases. Also, the company has experienced a need to seize several non-performing properties and is in the process of completing the rehabilitation and selling the buildings. For the nine months ended First National Finance had a profit of $273,424. Operating income in Prairie Business dropped considerably during the third quarter as existing accounts were not replenished. However, a new marketing plan began in the second quarter that should yield results in the fourth quarter and beyond. For the nine months Prairie Business has a loss of $114,526. 13 14 First National Video continues to pursue every possible avenue in order to improve profitability. For the nine months Video had a loss of $135,621. As expressed in the overview the Board has directed management to dispose of the stores. Total Costs for nine months of 1999 was $2,509,315 compared to $1,362,393 in 1998. A significant portion of the increased cost is associated with the video stores activity for nine months versus five months in 1998. Also, Equator Entertainment significantly added to administrative costs by adding personnel. Prairie Business increased expenses by $295,810 as a 1999 acquisition. The resulting loss for 1999 at nine months is $835,581 or $(.04) cents per share compared to 1998 net income of $29,937. The consolidated balance sheet has total assets of $4,039,605 at September 30, 1999. TAXES ON INCOME Taxes on income are zero due to the cumulative net operating loss carryforwards of approximately $28.0 million at September 30, 1999, for federal tax purposes. The net operating loss carryforwards expire in varying amounts beginning in the year 2000. FORWARD LOOKING STATEMENTS The Private Securities Litigation Reform Act of 1995 provides a 'safe harbor' for forward looking statements. Certain information included in this news release contains statements that are forward-looking, such as statements relating to the consumption of transactions, anticipated future revenues of the company, and the success of current product offerings. Such forward-looking information involves risks and uncertainties that could significantly affect results in the future and, accordingly, such results may differ materially from those expressed in any forward-looking statements made by or on behalf of Equator Entertainment. For a description of risks and uncertainties, please refer to First National Entertainment's filings with the Securities and Exchange Commission, including Forms 10-K and 10-Q. PART II - OTHER INFORMATION ITEM 5 - OTHER INFORMATION None ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits (27) Financial Data Schedule (b) Reports on Form 8-K None 14 15 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. First National Entertainment Corp. Dated: August 13, 1999 /s/ Charles E. Nootens ------------------ ----------------------- Charles E. Nootens President 15