1
UNITED STATES
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 QUARTERLY PERIOD ENDED MARCH 31, 2000 OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM __________ TO __________
COMMISSION FILE NUMBER: 1-6739
TEAM COMMUNICATIONS GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CALIFORNIA 95-4519215
------------------------------- ----------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
11818 WILSHIRE BOULEVARD, SUITE 200
LOS ANGELES, CALIFORNIA 90025
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (310) 312-4400
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 [ ]
On May 12, 1999, the registrant had outstanding 14,026,339 shares of
Common Stock, no par value.
2
TEAM COMMUNICATIONS GROUP, INC.
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
ASSETS
March 31
2000
------------
Cash and cash equivalents $ 22,456,700
Trade receivables, less allowance for doubtful accounts of $831,000 12,692,500
Television programming costs, less accumulated amortization of $23,972,300 37,617,300
Fixed assets, net 1,971,700
Goodwill 1,044,500
Other assets 1,239,600
------------
Total Assets 77,022,300
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable, accrued expenses and other liabilities $ 5,411,000
Deferred taxes 2,615,400
Deferred revenue 189,000
Accrued participations 3,771,500
Line of credit 7,422,200
Notes payable 189,900
Accrued interest 32,100
------------
Total Liabilities 19,631,100
------------
Commitments and contingencies
Shareholders' equity:
Preferred stock, no par value; 2,000,000 shares authorized; no shares
issued and outstanding --
Common stock, no par value; 50,000,000 shares authorized; 13,831,541
issued and outstanding 1,000
Paid in capital 55,492,800
Accumulated other comprehensive income (68,400)
Retained earnings 1,965,800
------------
Total shareholders' equity 57,391,200
------------
Total liabilities and shareholders' equity $ 77,022,300
============
The accompanying notes are an integral part of these consolidated financial
statements.
3
TEAM COMMUNICATIONS GROUP, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
FOR THE 3 MONTHS FOR THE 3 MONTHS
ENDED ENDED
MARCH 31, 2000 MARCH 31, 1999
---------------- ----------------
Revenues $ 6,566,300 $ 3,502,000
Cost of Revenues 5,428,000 2,561,200
General and administrative expense 725,400 385,600
------------- -------------
Earnings from operations 412,900 555,200
Interest expense 24,600 151,300
Interest income 211,200 31,900
------------- -------------
Earnings before income taxes 599,900 435,800
Provision for income taxes 245,900 87,000
------------- -------------
Net earnings $ 354,000 $ 348,800
============= =============
Basic earnings per common share $ 0.03 $ 0.11
============= =============
Weighted average number of shares
outstanding basic 13,363,525 3,149,468
============= =============
Diluted earnings per share $ 0.02 $ 0.09
============= =============
Weighted average number of shares
outstanding diluted 16,647,288 3,835,335
============= =============
The accompanying notes are an integral part of these consolidated financial
statements.
4
TEAM COMMUNICATIONS GROUP, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
FOR THE 3 MONTH FOR THE 3 MONTH
ENDED ENDED
MARCH 31, 2000 MARCH 31, 1999
----------------------------------
OPERATING ACTIVITIES:
Net income $ 354,000 $ 348,900
Adjustments to reconcile net income to cash used
for operating activities:
Depreciation and amortization 5,400 (3,500)
Amortization of television programming costs 5,428,000 1,497,700
Additions to television programming costs (14,362,700) (4,279,700)
Amortization of notes payable discount -- 23,600
Warrants issued in exchange for services 171,700 --
Changes in assets and liabilities:
Decrease (increase) in trade receivables 5,738,200 441,700
Increase in other assets (443,800) (472,700)
Increase (decrease) in accounts payable, deferred
taxes, accrued expenses and other liabilities (3,727,100) 218,000
Increase (decrease) in deferred revenue (370,400) (387,300)
Increase in accrued participations -- 1,044,800
Increase (decrease) in accrued interest -- 89,000
Foreign currency translation (42,400) --
------------ -----------
Net cash used for operating activities (7,249,100) (1,429,500)
------------ -----------
INVESTING ACTIVITIES:
Purchase of fixed assets (1,377,600) --
Decrease (increase) in due from officer 170,400 (25,000)
------------ -----------
Net cash provided (used) for investing activities (1,207,200) (25,000)
------------ -----------
FINANCING ACTIVITIES:
Proceeds from issuance of note payable 36,000 1,290,300
Changes on line of credit 7,072,200 (264,000)
Principal payment on loan due to shareholder -- (50,000)
Issuance of common stock 2,716,100 603,700
Sale treasury stocks -- 34,600
------------ -----------
Net cash provided by financing activities 9,824,300 1,614,600
------------ -----------
Net change in cash 1,368,000 110,100
Cash at beginning of period 21,088,700 1,027,700
------------ -----------
Cash at end of period $ 22,456,700 $ 1,137,800
============ ===========
The accompanying notes are an integral part of these consolidated financial
statements.
5
TEAM COMMUNICATIONS GROUP, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
SUPPLEMENTAL SCHEDULE OF NON-CASH ACTIVITIES
3 MONTHS ENDED
MARCH 31,
--------------------
2000 1999
-------- ----
Issuance of shares in connection
with the acquisition of film rights $912,000 $ --
Issuance of warrants in connection
with services provided to the Company $171,700 $ --
The accompanying notes are an integral part of these financial statements.
6
TEAM COMMUNICATIONS GROUP, INC.
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
(UNAUDITED)
Common Stock
--------------------------
Number Paid in Comprehensive Retained
of Shares Par Value Capital Loss Earnings
----------- ----------- ----------- ------------- -----------
Balance at December 31, 1999 12,895,509 $ 1,000 $51,693,000 $ (26,000) $ 1,611,800
Net Income for the three months
ended March 31, 2000 -- -- -- -- 354,000
Issuance of stock Acquisition of Film Rights 128,572 -- 912,000 -- --
Issuance of warrants -- -- 171,800 -- --
Exercise of warrants and options 807,460 -- 2,716,000 -- --
Foreign currency translation adjustment (42,400)
----------- ----------- ----------- ----------- -----------
Balance at March 31, 2000 13,831,541 $ 1,000 $55,492,800 $ (68,400) $ 1,965,800
=========== =========== =========== =========== ===========
The accompanying notes are an integral part of these consolidated financial
statements
7
TEAM COMMUNICATIONS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 -- BASIS OF PREPARATION-SIGNIFICANT ACCOUNTING POLICIES:
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim
financial statements. Accordingly, they do not include all of the
information and disclosures required for annual financial statements. These
financial statements should be read in conjunction with the financial
statements and related footnotes for the year ended December 31, 1999,
included in the TEAM Communications Group, Inc. ("Company") financial report
in the Company's 10-KSB.
In the opinion of the Company's management, all adjustments (consisting of
normal recurring accruals) necessary to present fairly the Company's
financial position as of March 31, 2000, and the results of operations and
cash flows for the three month period ended March 31, 2000 have been
included. The results of operations for the three period ended March 31,
2000, are not necessarily indicative of the results to be expected for the
full fiscal year. For further information, refer to the financial statements
and footnotes thereto included in the Company's 10-KSB filed for the year
ended December 31, 1999.
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.
The Company recognizes revenues from licensing agreements covering
entertainment product when the product is available to the licensee for
telecast, exhibition or distribution, and other conditions of the licensing
agreements have been met in accordance with Statement of Financial
Accounting Standards ("SFAS") No. 53, "Financial Reporting by Producers and
Distributors of Motion Picture Films."
The Company, as required by SFAS No. 53, values its film cost at the lower
of unamortized cost or net realizable value on an individual title basis.
Film costs represent those costs incurred in the development, production and
distribution of television projects. These costs
8
have been capitalized in accordance with SFAS No. 53. Amortization of film
cost is charged to expense and third party participation are accrued using
the individual film forecast method whereby expense is recognized in the
proportion that current period revenues bear to an estimate of ultimate
revenues. These estimates of revenues are prepared and reviewed periodically
by management.
NOTE 2 -- TELEVISION PROGRAM COSTS:
Television program costs as of March 31, 2000, consist of the following:
In process and development $ 1,028,200
Released, less accumulated amortization 36,589,100
-----------
Total television program costs $37,617,300
===========
NOTE 3 -- LITIGATION AND CONTINGENCIES:
In the ordinary course of business, the Company has or may become involved
in disputes or litigation. On the basis of information available to it,
management believes such contingencies will not have a materially adverse
impact on the Company's financial position or results of operations.
NOTE 4 -- LINE OF CREDIT:
The Company maintains a revolving line of credit with Paine Webber. The
credit line is up to $7,500,000. As of March 31, 2000, the outstanding
balance of the line of credit was $7,422,200. The line of credit is secured
by the Company's investment account at Paine Webber of approximately
$10,200,000.
NOTE 5 -- RELATED PARTY TRANSACTIONS:
As a consequence of the Company's October 1999 acquisition of Dandelion,
certain receivables resulting from sales made prior to the acquisition are
now considered due from related parties for financial reporting purposes. In
June 1999 the Company entered into a five year license agreement for certain
territories including the UK of 20 made-for-television movies with Renown
Pictures, Ltd., a UK company owned by Noel Cronin, formerly the owner of
Dandelion. At March 31, 2000 the receivable due from Renown was $725,000.
Noel Cronin is also a director of String of Pearls Plc. In September 1999,
the Company entered into a ten year license agreement for certain European
territories including Germany, France and Italy, of 20 made-for-television
movies with String of Pearls Plc. At March 31, 2000, the receivable due from
String of Pearls Plc was $3,085,000. Mr. Cronin has personally guaranteed
the obligation of String of Pearls Plc and pledged $1,875,000 in escrow,
which is owed to him by the Company from the Company's acquisition of
Dandelion. Also, in March, 2000, the Company acquired certain distribution
rights for Italian speaking territories for nineteen films from String of
Pearls Plc for approximately $2,500,000.
9
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS
OF OPERATIONS
This Management's Discussion and Analysis of Financial Conditions and Results of
Operations contains certain "forward-looking statements" as defined in the
Private Securities Litigation Reform Act of 1995. Such statements relating to
future events and financial performance are forward-looking statements involving
risks and uncertainties that are detailed from time to time in our various
Securities and Exchange Commission filings. Our actual results could differ
materially from those anticipated in these forward-looking statements as a
result of uncontrollable factors. The following discussion should be read in
conjunction with the Consolidated Financial Statements and Notes thereto
appearing elsewhere in this 10-QSB.
RESULTS OF OPERATIONS
For the three months ended March 31, 2000, the Company reported a net income of
approximately $354,000 on total revenues of approximately $6,566,300 compared to
net income of approximately $348,800 on total revenues of approximately
$3,502,000 for the same period ended March 31, 1999. Net income decreased as a
percentage of revenue for the three months ended March 31, 2000, versus the
three months ended March 31, 1999, primarily due to lesser margins on
programming sold in 2000 compared with 1999 and administrative costs associated
with the Company's expansion in Europe. Revenue for the period ended March 31,
2000 included approximately $3,700,000 in sales of programming owned by the UK
subsidiary Team Dandelion, $1,200,000 on the airing in syndication of six
episodes of "Total Recall 2070: The Series" and approximately $1,050,000 on the
delivery of five episodes of "Call of the Wild". Revenue for the period ended
March 31, 1999, included availability of the video rights for "Amazing Tails".
Cost relating to revenues was approximately $5,428,000 for the three months
ended March 31, 2000 as compared to $2,561,200 for the three months ended March
31, 1999. The costs relate to amortization of production costs of television
programming for which revenue was recognized during the period. Gross profit
margin on sales of television programming for the three months end March 31,
2000 was 17% compared to 27 percent for the period ended March 31, 1999. The
lower gross profit margin for the three months ended March 31, 2000 was due to
the Company selling more expensive television drama programming produced and
owned by the Company and its partners as opposed to distributing reality based
programming and programming previously produced and acquired by the Company in
the three months ended March 31, 1999.
10
Interest expense was $24,600 for the three months ended March 31, 2000, as
compared to $390,900 for the three months ended March 31, 1999. The decrease is
due to the retirement of debt. Interest income for the three months ended March
31, 2000 was $211,200.
Receivables at March 31, 2000 were $12,692,500. Virtually all receivables as of
March 31, 2000, are from entities domiciled outside the United States.
Receivables represent approximately 16 percent of the total assets of the
Company.
LIQUIDITY AND CAPITAL RESOURCES
Primarily as a result of our German Offering, we have a liquidity surplus
of approximately $15.5 million at March 31, 2000. We define liquidity surplus
as:
- cash and cash equivalents plus accounts receivable (net),
less
- accounts payable, accrued expenses and other liabilities, deferred
taxes, deferred revenue, accrued participations, notes payable, line of
credit and accrued interest.
We continue to finance our operations from our own sales and production
activities, equity financing, notes payables and lines of credit.
On December 2, 1999, we completed the sale of 6,150,000 shares of our
common stock, 150,000 shares of which were sold by and for the account of a
selling shareholder, in the German Offering. The German Offering was
underwritten by Gontard & MetallBank AG and a group of associated underwriters.
The offering price was $6.21 per share. The net proceeds to us were
approximately $31.5 million after deducting underwriting fees and estimated
offering expenses. Approximately $9.4 million of the net proceeds have been used
to repay all of our outstanding indebtedness.
We are involved in a financing transaction with Imperial Bank with respect
to "Call of the Wild" which we anticipate will close in the second quarter of
2000. Pursuant to that transaction, we will defer all of our distribution fees
of "Call of the Wild" until Imperial Bank's loan has been repaid.
11
We currently have a substantial liquidity surplus of approximately $15.5
million, however, as the entertainment industry is highly capital intensive we
continue to pursue and work toward financing alternatives and search for
additional capital. We also continue to explore a variety of other financial
alternatives to increase our working capital, including obtaining a significant
production line of credit with a commercial bank, or pursuing other types of
debt or equity financing. No assurance can be given that such financing can
ultimately be obtained or that it will be on reasonably attractive terms.
RECENT ACCOUNTING PRONOUNCEMENTS
In October 1998, the FASB released an exposure draft of the proposed statement
on "Rescission of FASB Statement No. 53, Financial Reporting by Producers and
Distributors of Motion Picture Films." An entity that previously was subject to
the requirements of SFAS No. 53 would follow the guidance in a proposed
Statement of Position, "Accounting by Producers and Distributors if Films." This
proposed Statement of Position would be effective financial statements for
fiscal years beginning after December 15, 1999 and could have a significant
impact on our results of operations and financial position depending on its
final outcome. We have not concluded on its impact.
12
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings
In the ordinary course of business, the Company has or may become involved in
disputes or litigation. On the basis of information available to it, management
believes such contingencies will not have a materially adverse impact on the
Company's financial position or results of operations.
Item 6 - Exhibits and Reports on Form 8-K
Exhibits
10.34 Agreement dated as of April 27, 2000 between Team Communications Group,
Inc. and FFP Entertainment GmbH
27 Financial Data Schedule
Form 8-K
None
13
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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: May 22, 2000
TEAM COMMUNICATIONS GROUP, INC.
By: /s/ DREW S. LEVIN
------------------------------
Drew S. Levin
Chairman of the Board of
Directors and Chief Executive
Officer
By: /s/ TIMOTHY A. HILL
------------------------------
Timothy A. Hill
Chief Financial Officer