FORM 10-Q
Securities and Exchange Commission
Washington D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal quarter ended: February 28, 2001
Commission file number: 0-18066
CHELL GROUP CORPORATION
f/k/a Networks North, Inc.
(Exact name of registrant as specified in its charter)
New York 11-2805051
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
14 Meteor Drive
Toronto, Ontario, Canada M9W 1A4
(Address of principal executive offices)
(Zip Code)
(416) 675-6666
(Registrant's telephone number, including area code)
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 |_|
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of April 11, 2001: 9,328,065 shares of common stock,
par value $.0467 per share.
CHELL GROUP CORPORATION
(formerly known as Networks North Inc.)
AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL INFORMATION
FOR THE SIX MONTHS ENDED FEBRUARY 28, 2001
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements: Page
Consolidated Balance Sheets -
as at February 28, 2001 (unaudited) and August 31, 2000 1
Consolidated Statements of Operations and Retained Earnings (deficit) -
for the Six Months Ended February 28, 2001 and
February 29, 2000 (unaudited) 2
Consolidated Statements of Operations and Retained Earnings (deficit) -
for the Three Months Ended February 28, 2001 and
February 29, 2000 (unaudited) 2
Consolidated Statements of Cash Flows -
for the Six Months Ended February 28, 2001 and
February 29, 2000 (unaudited) 3
Notes to Consolidated Financial Statements 4
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 10
PART II - OTHER INFORMATION
Item 2. Changes in Securities 16
Item 4. Submission of Matters to a Vote of Security Holders 17
Item 6. Exhibits and Reports on Form 8-K 17
SIGNATURES 19
CHELL GROUP CORPORATION
(formerly known as Networks North Inc.)
CONSOLIDATED BALANCE SHEETS
AS AT FEBRUARY 28, 2001 AND AUGUST 31, 2000
(Expressed in Canadian dollars)
==============================================================================================
February 28, 2001
(unaudited) August 31, 2000
$ $
==============================================================================================
ASSETS
Current
Cash and cash equivalents 221,675 1,355,613
Short-term investments 19,532 269,727
Accounts receivable, trade - net of allowance for doubtful
accounts of $227,000; August - $178,000 3,055,123 3,154,134
Other receivables 96,360 216,990
Income taxes receivable 241,718 143,227
Inventory 218,823 206,216
Prepaid expenses 751,522 636,726
- ----------------------------------------------------------------------------------------------
Total current assets 4,604,753 5,982,633
- ----------------------------------------------------------------------------------------------
Property and equipment, net 9,148,828 7,721,769
Software development costs, net 175,000 200,000
Licenses, net of accumulated amortization 240,074 250,248
Goodwill, net of accumulated amortization 2,946,655 2,863,146
Notes receivable 461,100 160,000
Deposit on purchase 1,689,710 --
Other assets, net of amortization 383,482 202,799
- ----------------------------------------------------------------------------------------------
19,649,602 17,380,595
==============================================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current
Bank indebtedness 121,000 133,000
Accounts payable - trade 2,292,180 1,375,414
Accrued liabilities 994,480 1,654,917
Current portion of long-term debt 3,296,495 397,632
- ----------------------------------------------------------------------------------------------
Total current liabilities 6,704,155 3,560,963
- ----------------------------------------------------------------------------------------------
Long-term debt 6,602,190 4,377,040
Deferred income taxes payable 59,173 59,173
- ----------------------------------------------------------------------------------------------
Total liabilities 13,365,518 7,997,176
- ----------------------------------------------------------------------------------------------
Contingent liabilities
Shareholders' equity
Share capital
900,000 preferred shares 10,917 10,917
8,531,637 common shares [August - 2,925,141] 568,777 183,235
Capital in excess of par value 13,352,442 10,124,777
Deficit (7,648,052) (935,510)
- ----------------------------------------------------------------------------------------------
Total shareholders' equity 6,284,084 9,383,419
- ----------------------------------------------------------------------------------------------
19,649,602 17,380,595
==============================================================================================
The accompanying notes are an integral part of these statements
1
CHELL GROUP CORPORATION
(formerly known as Networks North Inc.)
CONSOLIDATED STATEMENTS OF OPERATIONS AND
RETAINED EARNINGS (DEFICIT)
(Expressed in Canadian dollars - unaudited)
==============================================================================================================
For Three Months Ended For Six Months Ended
February 28, February 29, February 28, February 29,
2001 2000 2001 2000
$ $ $ $
==============================================================================================================
REVENUE
Network services 1,648,269 1,678,538 3,274,340 3,276,562
Pay-TV 1,511,369 1,409,200 3,296,475 3,245,900
Event programming 136,492 108,451 197,699 209,151
Ad sponsorship 13,446 93,488 72,291 289,298
Video/software sales 902,800 992,510 2,118,654 2,650,880
Digital encoding 309,143 140,562 537,752 243,109
Other 47,949 3,151 75,122 46,596
- --------------------------------------------------------------------------------------------------------------
4,569,468 4,425,900 9,572,333 9,961,496
- --------------------------------------------------------------------------------------------------------------
COST OF SALES
Network services 624,377 568,001 1,205,189 1,095,267
Pay-TV 586,786 676,100 1,315,054 1,187,900
Event programming 1,340 21,976 340 40,914
Ad sponsorship -- 7,530 -- 11,280
Video/software sales 326,133 368,959 723,807 1,107,507
Digital encoding 8,140 43,776 14,055 46,188
Other -- 36,006 -- 40,482
- --------------------------------------------------------------------------------------------------------------
1,546,776 1,722,348 3,258,445 3,529,538
- --------------------------------------------------------------------------------------------------------------
EXPENSES
Selling, general and administrative
expenses 5,389,974 2,928,099 10,627,987 5,515,497
Bad debt 32,150 110,972 67,029 115,512
Interest and bank charges 199,763 68,290 292,218 148,469
Write off of leasehold improvements -- -- 355,560 --
Depreciation and amortization 797,453 608,865 1,648,130 1,108,342
- --------------------------------------------------------------------------------------------------------------
Loss before undernoted (3,396,648) (1,012,674) (6,677,036) (455,862)
Provision for (recovery of) income taxes -- (75,458) -- 223,000
Minority interest 25,326 1,322 35,506 (2,931)
- --------------------------------------------------------------------------------------------------------------
Loss and comprehensive loss for the period (3,421,974) (938,538) (6,712,542) (675,931)
Retained earnings (deficit), beginning of
period (4,226,078) 1,312,939 (935,510) 1,050,332
- --------------------------------------------------------------------------------------------------------------
Retained earnings (deficit), end of period (7,648,052) 374,401 (7,648,052) 374,401
==============================================================================================================
Earnings (loss) per share:
Basic (0.41) (0.33) (0.80) (0.24)
Diluted (0.41) (0.33) (0.80) (0.24)
==============================================================================================================
The accompanying notes are an integral part of these statements
2
CHELL GROUP CORPORATION
(formerly known as Networks North Inc.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED FEBRUARY 28, 2001 AND FEBRUARY 29, 2000
(Expressed in Canadian dollars - unaudited)
=========================================================================================================
February 28, 2001 February 29, 2000
$ $
=========================================================================================================
OPERATING ACTIVITIES
Net income (loss) and comprehensive income (loss) for the period (6,712,542) (675,931)
Adjustments to reconcile net income to net cash
used in operating activities:
Depreciation and amortization 1,648,130 1,108,342
Accretion of interest on non-interest bearing promissory notes 91,721 86,538
Write-off of leasehold improvements 355,560 --
Services rendered for shares 429,766 --
Warrants issued 152,702 --
Write-off of prepaids arising from Chell asset purchase 367,235 --
Changes in assets and liabilities:
Decrease in short-term investments 250,195 3,303
Decrease (increase) in accounts receivable, trade 99,011 (1,436,095)
Decrease (increase) in income taxes receivable (98,491) 157,464
Decrease (increase) in inventory (12,607) 23,908
Increase in prepaid expenses (69,752) (110,110)
Decrease in other accounts receivable 122,035 --
Decrease in other assets 36,679 --
Increase in accounts payable and accrued liabilities 49,446 950,834
Increase in income taxes payable -- 61,042
- ---------------------------------------------------------------------------------------------------------
Cash (used in) provided by operating activities (3,290,912) 169,295
- ---------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
Purchase of property and equipment (964,229) (1,178,810)
Increase in deposit on purchase (1,689,710) --
Increase in notes receivable (301,100) --
- ---------------------------------------------------------------------------------------------------------
Cash used in investing activities (2,955,039) (1,178,810)
- ---------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
Bank indebtedness (12,000) (12,000)
Increase in notes and loans payable 5,151,986 --
Repayment of notes and loans payable (27,973) (24,853)
Proceeds from exercise of options -- 4,336
- ---------------------------------------------------------------------------------------------------------
Cash provided by (used in) financing activities 5,112,013 (32,517)
- ---------------------------------------------------------------------------------------------------------
Net decrease in cash and cash equivalents during the period (1,133,938) (1,042,032)
Cash and cash equivalents, beginning of period 1,355,613 2,018,122
- ---------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period 221,675 976,090
=========================================================================================================
- ---------------------------------------------------------------------------------------------------------
Income Taxes Paid 98,491 2,500
Interest Paid 64,428 61,931
Non cash items arose from the purchase of Chell.com assets during the 2001
First Fiscal Half. They are $1,936,272 of property & equipment, $107,589 of
goodwill, $45,044 of prepaids, $1,404 in other accounts receivable and in
addition shares were issued (Note 5). Other assets of $217,362 arose from the
issue of warrants, and shares were issued for consulting fees and salaries in
the amount of $429,766.
The accompanying notes are an integral part of these statements
3
CHELL GROUP CORPORATION
(formerly known as Networks North Inc.)
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED FEBRUARY 28, 2001 AND FEBRUARY 29, 2000 (UNAUDITED)
Note 1. Basis of Presentation
The accompanying financial statements for the interim periods are
unaudited and reflect all adjustments (consisting only of normal recurring
adjustments) which are, in the opinion of management, necessary for a fair
presentation of the financial position and operating results for the periods
presented. These financial statements should be read in conjunction with the
financial statements and notes thereto, together with Management's Discussion
and Analysis of Financial Condition and Results of Operations, contained in the
Annual Report on Form 10-K of Networks North Inc. (the "Company") (Commission
No.:0-18066), filed with the Securities and Exchange Commission on December 14,
2000. The results of operations for the six months ended February 28, 2001 are
not necessarily indicative of the results for the full fiscal year ending August
31, 2001.
Note 2. General
The financial statements of the Company for the three and six months ended
February 28, 2001 (the "2001 Second Fiscal Quarter" and "2001 First Fiscal
Half"), include the operations of the Company's wholly-owned subsidiaries Chell
Merchant Capital Group Inc. ("CMCG"), Chell.com (USA) Inc., NTN Interactive
Network Inc. ("NTNIN"), 3484751 Canada Inc., GalaVu Entertainment Network Inc.
("GalaVu") and NTNIN's wholly-owned subsidiaries Magic Lantern Communications
Ltd. ("Magic") and Interlynx Multimedia Inc. ("Interlynx").
The financial statements of the Company for the three and six months ended
February 29, 2000 (the "2000 First Fiscal Quarter" and "2000 First Fiscal
Half"), include the operations of the Company's wholly-owned subsidiaries NTNIN,
3484751 Canada Inc., GalaVu and NTNIN's wholly-owned subsidiaries Magic and
Interlynx.
Magic conducts its operations directly and through its wholly owned
subsidiaries, 745695 Ontario Ltd. ("Custom Video"), B.C. Learning Connection
Inc. ("BCLC"), and 1113659 Ontario Ltd. ("Viewer Services") and its 75%
ownership of the outstanding shares of Sonoptic Technologies Inc. ("Sonoptic").
Effective September 1, 2000 the operations of BCLC and Custom Video were merged
with Magic and the BCLC and Custom Video corporations were wound up. Also,
effective September 1, 2000 Magic's wholly owned subsidiary TutorBuddy Inc.
commenced operations.
4
Prior period's figures have been reclassified to be consistent with any
reclassifications in the current period.
Note 3. Business Segment Data for the three and six months ended February 28,
2001 and February 29, 2000
========================================================================================
For Three Months Ended For Six Months Ended
February 28, February 29, February 28, February 29,
2001 2000 2001 2000
$ $ $ $
========================================================================================
External revenue
Entertainment 3,344,857 3,293,981 6,895,109 7,062,260
Education 1,109,447 1,093,876 2,371,850 2,664,574
E-commerce 104,886 39,195 288,886 229,415
ASP Services -- -- -- --
Corporate 10,278 (1,152) 16,488 5,247
- ----------------------------------------------------------------------------------------
4,569,468 4,425,900 9,572,333 9,961,496
- ----------------------------------------------------------------------------------------
Inter-segment revenue
Entertainment -- (3,539) -- 28,475
Education 46,584 -- 98,741 --
Corporate -- 32,049 -- 64,300
- ----------------------------------------------------------------------------------------
46,584 28,510 98,741 92,775
- ----------------------------------------------------------------------------------------
Operating profit (loss)
Entertainment (140,192) (208,329) (223,136) 353,296
Education (199,713) (233,840) (391,901) (161,507)
E-commerce (157,896) (542,506) (286,221) (629,536)
ASP Services (2,028,649) -- (4,828,305) --
Corporate (870,198) (27,999) (947,473) (18,115)
- ----------------------------------------------------------------------------------------
(3,396,648) (1,012,674) (6,677,036) (455,862)
- ----------------------------------------------------------------------------------------
Net income (loss)
Entertainment (140,192) (132,871) (223,136) 130,296
Education (225,039) (235,162) (427,407) (158,576)
E-commerce (157,896) (542,506) (286,221) (629,536)
ASP Services (2,028,649) -- (4,828,305) --
Corporate (870,198) (27,998) (947,473) (18,115)
- ----------------------------------------------------------------------------------------
(3,421,974) (938,538) (6,712,542) (675,931)
- ----------------------------------------------------------------------------------------
================================================================================
As at
February 28, February 29,
2001 2000
$ $
================================================================================
Total assets
Entertainment 10,628,126 12,229,724
Education 3,483,320 4,310,639
E-commerce 243 578,222
ASP Services 2,033,304 --
Corporate 3,504,609 1,031,459
- --------------------------------------------------------------------------------
19,649,602 18,150,044
- --------------------------------------------------------------------------------
5
Note 4. Earnings per share
Earnings per share were calculated in accordance with Statement of
Financial Accounting Standards No. 128. The following table sets forth the
computation of basic and diluted earnings per share for the three months and six
months ended February 28, 2001 and February 29, 2000:
========================================================================================================
For Three Months Ended For Six Months Ended
February 28, February 29, February 28, February 29,
2001 2000 2001 2000
$ $ $ $
========================================================================================================
Numerator:
Net income (loss) (numerator for
basic and diluted earnings (loss)
per share) $(3,421,974) $ (938,538) $(6,712,542) $ (675,931)
========================================================================================================
Denominator for basic and
diluted loss per share-adjusted
weighted average number of shares
and assumed conversions 8,356,399 2,848,558 8,356,399 2,848,558
========================================================================================================
Basic loss per share $ (0.41) $ (0.33) $ (0.80) $ (0.24)
========================================================================================================
Diluted loss per share $ (0.41) $ (0.33) $ (0.80) $ (0.24)
========================================================================================================
Note 5. Purchase of assets and shares from Chel.com Ltd. and Cameron Chell
On September 19, 2000, pursuant to an Agreement of Purchase and Sale dated
as of August 4, 2000, the Company and its subsidiary Chell Merchant Capital
Group acquired, certain shares and assets from Cameron Chell and Chell.com Ltd.
("Chell.com"), a Company owned 100% by Cameron Chell. Pursuant to the Agreement,
the Company acquired: (a) 480,000 common shares of cDemo Inc. (23%); (b) 875,000
common shares of Engyro, Inc. (34%); (c) 150,000 common shares of cMeRun Corp.
(1%); and (d) 60,000 common shares of Chell.com USA (100%). In addition, Chell
Merchant Capital Group acquired 962,500 common shares of eSupplies (Alberta)
Ltd. (27%) as well as certain assets from Chell.com.
This acquisition was not reflected in the financial statements for the
year ended August 31, 2000 since shareholder approval to ratify the above
purchase transaction was not voted on and approved until September 8, 2000.
In consideration for this acquisition, the Company issued 4,974,904 shares
of its common stockand Chell Merchant Capital Group issued 1,928,267 special
convertible shares, inclusive of 1,476,399 shares issued in exchange for the
shares of eSupplies (Alberta) Ltd., to Cameron Chell, Chell.com and others. The
shares of the Company that were issued in exchange for the shares of eSupplies
(Alberta) Inc. have been placed in escrow and the investments in this company
will not be recorded until such time as certain contingent conditions are met.
Each share issued by Chell Merchant Capital Group is convertible into one share
of common stock of the Company. Pursuant to a Voting and Exchange Trust
Agreement entered into with a trustee, whereby voting privileges have been
granted, such shares issued by Chell Merchant Capital Group can be voted by the
trustee
6
immediately. The amount of shares issued was determined based upon an appraisal
valuation of the investments and assets acquired which aggregated US
$28,652,086.
The shares of the Company that were originally issued in exchange for the
shares of cMeRun Corp. were placed in escrow and the investment in this company
was not recorded. The conditions of the escrow were not met for cMeRun Corp. and
subsequently these shares were cancelled.
As a result of the above, Cameron Chell and Chell.com now own
approximately 65% of the Company's outstanding common stock, that is the Company
has in effect been acquired in a reverse acquisition.
This acquisition of the Company by Cameron Chell and Chell.com and the
acquisition by the Company of the equity interests, as described in the first
paragraph, are reflected at historical cost in the Company's separate financial
statements.
The Company will reflect the minority equity investments using the equity
method of accounting.
Note 6. Purchase of Richard Wolff Enterprises, Inc. assets
Pursuant to an asset purchase agreement dated September 1, 2000, Magic
acquired the assets and business operations of Richard Wolff Enterprises, Inc.
("RWE"), a company based in Illinois, for a purchase price of $289,590
calculated on a discounted basis. As a result, Magic has expanded its library of
educational titles and now has access to the international distribution
infrastructure formerly held by RWE. The acquisition was accounted for using the
purchase method of accounting and accordingly, the purchase price has been
allocated to property and equipment. The purchase price was satisfied by
$154,825 in cash and the issuance of four promissory notes with maturity values
aggregating $147,350. These promissory notes mature over a period of two years.
The fair values of these promissory notes approximate their carrying value.
The asset purchase agreement also contains a purchase price adjustment
clause whereby the price may be adjusted upwards to a maximum of an additional
US$100,000 if certain revenue levels are achieved. Specifically, if gross
revenues for the acquired business exceed US$500,000 for the 12 month period
ending August 31, 2001, Magic will pay to RWE US$50,000, and if gross revenues
exceed US$600,000 for the second 12 month period ending August 31, 2002, Magic
will pay to RWE an additional US$50,000.
The operating results related to the acquisition are included in the
Company's consolidated statements of operations and retained earnings from the
date of acquisition. Pro-forma information has not been provided for the prior
year because it is not material.
Note 7. Deposit on purchase of Applicationstation.com, Inc. shares
On November 22, 2000, the Company entered into an agreement with Chell.com
Ltd. to participate in the purchase of a 51% interest in the shares of
ApplicationStation.com, Inc.
7
The Company has provided a deposit of $1,689,710 to Chell.com Ltd. for its 25%
share of the 51% interest in the shares of ApplicationStation.com, Inc. The
Company's investment will be reflected using the equity method of accounting.
Note 8. Note payable
On January 15, 2001, the Company received US$1,500,000 in return for
a promissory note payable. The note bears interest at 2% per month and the
principal and accrued interest is due and payable on April 15, 2001.
Note 9. Convertible debenture - related party transaction
On October 3, 2000, the Company closed the sale of a US$3,000,000
Convertible 10% Debenture to the VC Advantage Limited Partnership ("VCALP"). As
at February 28, 2001, US$1,700,000 has been advanced. This unsecured convertible
debenture is due three years from issue. The Convertible Debenture bears
interest at 10% per annum, payable upon conversion, redemption or maturity. The
unpaid principal of the debenture bears interest from the date that it is
actually advanced until paid. Interest is payable in cash or stock at the
Company's option. The Convertible Debenture is convertible into common stock of
the Company, at US$3.00 per share, in amounts specified by the VCALP. The
maximum number of common shares VCALP will receive is one million. On the close
date, the Company also issued 50,000 warrants to purchase 50,000 common shares
at US$3.00 per share to VCALP. The warrants have a term of four years. On
November 30, 2000 the convertible debenture was assigned by VCALP to CALP II
Limited Partnership.
Note 10. Contingent Liabilities
On June 18, 1992, Interactive Network Inc., a third party, instituted
proceedings against NTN Communications Inc., one of the Company's major
suppliers, NTN Interactive Network Inc. and the Company in the Federal Court of
Canada and in the California Supreme Court claiming patent infringement. It is
the opinion of the Company's management that this patent infringement claim will
be successfully defended.
Canada Customs and Revenue Agency is currently in discussions with the
Company regarding a potential liability with respect to withholding tax on
certain amounts paid to NTN Communications, Inc. No assessment has been made to
date by Canada Customs and Revenue Agency. Management believes that it has valid
defenses with respect to these matters and, accordingly, no amount has been
recorded in these consolidated financial statements. In the event that such
matters are settled in favour of Canada Customs and Revenue Agency, the amounts
could be material and would be recorded in the period in which they become
determinable.
8
Note 11. Changes in share capital
During the six months ended February 28, 2001, the following transactions
resulted in the issuance of 5,606,496 common shares of the Company and Chell
Merchant Capital Group Inc. The acquisition of certain assets of Chell.com and
Cameron Chell was satisfied by the issuance of 5,426,772 common shares of the
Company. In addition 95,000 shares were issued as payment for consulting fees
rendered and 21,974 shares issued in lieu of salary issued as a finders fee.
Also during the six months ended February 28, 2001, options totaling 62,750 were
exercised resulting in the issuance of additional 62,750 common shares of the
Company. Effective February 28, 2001, common shares authorized to be issued was
increased to 50,000,000.
Note 12. Recent pronouncements
In March 2000, the Financial Accounting Standards Board (FASB) issued
Interpretation No. 44 (FIN 44), "Accounting for Certain Transactions involving
Stock Compensation, an Interpretation of APB Opinion No. 25." FIN 44 clarifies
the application of APB No. 25 for certain issues, including the definition of an
employee, the treatment of the acceleration of stock options and the accounting
treatment for options assumed in business combinations. FIN 44 became effective
on July 1, 2000, but is applicable for certain transactions dating back to
December 1998. The adoption of FIN 44 did not have a material impact on the
Company's financial position or results of operations.
In December 1999, the Securities and Exchange Commission (SEC) issued
Staff Accounting Bulletin (SAB) No. 101, "Revenue Recognition in Financial
Statements." (SAB No. 101). SAB No. 101 expresses the views of the SEC staff in
applying generally accepted accounting principles to certain revenue recognition
issues. The adoption of the provisions of SAB No. 101 in the first quarter of
fiscal 2001 did not have a material impact on the Company's financial position
or its results of operations.
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities."(SFAS No. 133). SFAS No. 133, as amended by
SFAS No. 138, establishes accounting and reporting standards for derivative
instruments, including certain derivative instruments embedded in other
contracts (collectively referred to as derivatives) and for hedging activities.
SFAS No. 133 requires the recognition of all derivatives as either assets or
liabilities in the statement of financial position and the measurement of those
instruments at fair value. The Company adopted this standard in the first
quarter of fiscal year 2001 pursuant to SFAS No. 137 (issued in June 1999),
which delays the adoption of SFAS No. 133 until that time. The adoption of SFAS
No. 133 did not have a material impact on the Company's financial position or
its results of operations.
Note 13. Subsequent Events
On March 23, 2001, the Company entered into a financial public relations
consulting agreement, that will provide the consultant with options valued at
US$2.00 to purchase 500,000 free trading shares of the common stock of the
Company subject to certain conditions being met. The agreement covers the period
of March 21, 2001 to September 21, 2001.
9
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Introduction
The financial statements of the Company and the information contained in
this Management's Discussion and Analysis of Financial Condition and Results of
Operations are expressed in Canadian dollars.
General
Chell Group Corporation is engaged in the business of defining, building
and re-engineering businesses, interactive entertainment services and
electronic/online products and services using new economy technologies to
maximize market value. The Company's main business strategy is to operate or
invest in companies that represent the latest in technological innovations. In
that regard, the Company has two main categories of companies: operating
subsidiaries and investment companies. The Company applies its expertise,
industry contacts, and market foresight to these companies in order to create
shareholder value. The core businesses of the Company are the merchant capital
services provided through Chell Merchant Capital Group Inc. (referred to as the
"Merchant Capital Group") and the interactive entertainment services provided by
NTN IN. In addition, GalaVu is a technology based entertainment provider of
interactive in-room entertainment systems to hotels across Canada; the Magic
Lantern Group is involved in the marketing and distribution of educational video
and media resources and the conversion of analog video to digital video formats;
and Interlynx designs and develops web-based training software.
Results of Operations for the Three Months ended February 28, 2001
The Company's total revenues for the 2001 Second Fiscal Quarter were
$4,569,468, compared to $4,425,900 for the 2000 Second Fiscal Quarter, an
increase of $143,568 or 3.2%.
Revenues from network services for the 2001 Second Fiscal Quarter were
$1,648,269, compared to $1,678,538 for the 2000 Second Fiscal Quarter, a
decrease of $30,269 or 1.8%. These revenues are relatively constant between
years due to the number of Hospitality sites remaining at approximately the same
level between the 2001 and 2000 Second Fiscal Quarters.
Revenues from Pay-tv for the 2001 Second Fiscal Quarter were $1,511,369
compared to $1,409,200 for the 2000 Second Fiscal Quarter, an increase of
$102,169 or 7.3%. This increase can be attributed to more popular movies
available in the 2001 Second Fiscal Quarter than in the 2000 Second Fiscal
Quarter.
Revenues from event programming for the 2001 Second Fiscal Quarter were
$136,492, compared to $108,451 for the 2000 Second Fiscal Quarter, an increase
of $28,041 or 25.9%. The increase was due to an increased number of corporate
events hosted in the 2001 Second Fiscal Quarter when compared to the number of
events hosted in 2000 Second Fiscal Quarter.
10
Revenues from ad sponsorship were $13,446 for the 2001 Second Fiscal
Quarter, compared to $93,488 for the 2000 Second Fiscal Quarter, a decrease of
80,042 or 85.6%. The decrease was the result of a decrease in the number and
size of corporate sponsors over the level experienced in the previous period.
Revenues from video and software sales for the 2001 Second Fiscal Quarter
were $902,800, compared to $992,510 for the 2000 Second Fiscal Quarter, a
decrease of $89,710 or 9.0%. The decrease is primarily the result of a decrease
in analog video sales, yet the demand for digital video has not increased at the
same corresponding levels.
Revenues from digital encoding were $309,143 for the 2001 Second Fiscal
Quarter, compared to $140,562 for the 2000 Second Fiscal Quarter, an increase of
$168,581 or 119.9%. The increase can be attributed to increased demand for
digital services and the greater sales effort in this area.
Total cost of sales for the 2001 Second Fiscal Quarter were $1,546,776,
compared to $1,722,348 for the 2000 Second Fiscal Quarter, a decrease of
$175,572 or 10.2%. The decrease is the result of decreased costs associated with
a change in the focus of event programming, the decreased sales in ad
sponsorship and the decrease in video and software sales. As a percentage of
revenues, cost of sales decreased in the 2001 Second Fiscal Quarter to 33.9%
from 38.9% in the 2000 Second Fiscal Quarter.
Total selling, general and administrative expenses for the 2001 Second
Fiscal Quarter were $5,389,974, compared to $2,928,099 for the 2000 Second
Fiscal Quarter, an increase of $2,461,875 or 84.1%. The increase was caused
mainly by the addition of the ASP Services segment, which accounted for an
increase of $2,260,416. The Company has also experienced increased investor and
public relation costs as a result of the addition of the ASP Services segment.
Total selling, general and administrative expenses for the 2001 Second
Fiscal Quarter for the ASP Services segment comprised the following major items;
salaries of $934,782, professional fees of $749,043, travel of $349,293, and
investor and public relation costs of $90,193.
As a percentage of the Company's total revenues, selling, general and
administration expenses increased to 118.0% for the 2001 Second Fiscal Quarter
from 66.2% for the 2000 Second Fiscal Quarter.
During the 2001 Second Fiscal Quarter, Chell Merchant Capital Group Inc.
decreased its staffing levels in the ASP Services segment. The costs of
restructuring this company are of a one time nature and will not be incurred
beyond the 2001 Second Fiscal Quarter.
Interest and bank charges for the 2001 Second Fiscal Quarter were
$199,763, compared to $68,290 for the 2000 Second Fiscal Quarter, an increase of
$131,473 or 192.5%. This increase results from an increase in debt related to
the purchase of the RWE assets and the sale of the convertible debenture. As a
percentage of the Company's total revenues,
11
interest and bank charges increased to 4.4% for the 2001 Second Fiscal Quarter
from 1.5% for the 2000 Second Fiscal Quarter.
Total depreciation and amortization expense for the 2001 Second Fiscal
Quarter was $797,453, compared to $608,865 for the 2000 Second Fiscal Quarter,
an increase of $188,588 or 31.0%. This increase is primarily the result of
depreciation on the fixed assets acquired from RWE and Chell.com Ltd.
There was no provision of income taxes recorded in the 2001 Second Fiscal
Quarter compared with a recovery of income taxes of $75,458 for the 2000 Second
Fiscal Quarter. As the tax provision is based upon the individual company's
taxable income, no provision was incurred, as the companies are not in a taxable
position.
The minority interest share in profit for the 2001 Second Fiscal Quarter
was $25,326. This is compared to the minority interest share in losses for the
2000 Second Fiscal Quarter of $1,322, an overall change of $26,648. This change
results from profitable operations in Sonoptic Technologies Inc., in which there
is a 25% minority interest.
As a result of all of the above, the net loss for the 2001 Second Fiscal
Quarter was $3,421,974, compared to net loss of $938,538 for the 2000 Second
Fiscal Quarter, a decrease of $2,483,436. The 2001 Second Fiscal Quarter loss
resulted primarily from the addition of Chell Merchant Capital Group Inc. and
Chell.com (USA) Inc. to the Company and their activities including the provision
of services to developing ASP companies in which the Company has invested.
Results of Operations for the Six Months ended February 28, 2001
The Company's total revenues for the 2001 First Fiscal Half were
$9,572,333, compared to $9,961,496 for the 2000 First Fiscal Half, a decrease of
$389,163 or 3.9%.
Revenues from network services for the 2001 First Fiscal Half were
$3,274,340, compared to $3,276,562 for the 2000 First Fiscal Half, a decrease of
$2,222 or 0.1%. These revenues are relatively constant between years due to the
number of Hospitality sites remaining at approximately the same level between
the 2001 and 2000 First Fiscal Halves.
Revenues from Pay-tv for the 2001 First Fiscal Half were $3,296,475
compared to $3,245,900 for the 2000 First Fiscal Half, an increase of $50,575 or
1.6%. This increase can be attributed to more popular movies.
Revenues from event programming for the 2001 First Fiscal Half were
$197,699 compared to $209,151 for the 2000 First Fiscal Half, a decrease of
$11,452 or 5.5%. The decrease was due to a decreased number of corporate events
hosted in the 2001 First Fiscal Half when compared to the number of events
hosted in 2000 First Fiscal Half.
Revenues from ad sponsorship were $72,291 for the 2001 First Fiscal Half,
compared to $289,298 for the 2000 First Fiscal Half, a decrease of 217,007 or
75.0%. The decrease was the
12
result of a decrease in the number and size of corporate sponsors over the level
experienced in the previous period.
Revenues from video and software sales for the 2001 First Fiscal Half were
$2,118,654, compared to $2,650,880 for the 2000 First Fiscal Half, a decrease of
$532,226 or 20.1%. In the First Fiscal Half of 2000, a one time large sale of
$294,600 was recorded that resulted in abnormally high revenue when year
compared to 2001 First Fiscal Half.
Revenues from digital encoding were $537,752 for the 2001 First Fiscal
Half, compared to $243,109 for the 2000 First Fiscal Half, an increase of
$294,643 or 121.2%. The increase can be attributed to increased demand for
digital services and the greater sales effort in this area.
Total cost of sales for the 2001 First Fiscal Half were $3,258,445,
compared to $3,529,538 for the 2000 First Fiscal Half, a decrease of $271,093.
The decrease is commensurate with the decreased sales levels experienced offset
by increased cable costs in the Pay-tv segment. As a percentage of revenues,
cost of sales decreased in the 2001 First Fiscal Half to 34.0% from 35.4% in the
2000 First Fiscal Half.
Total selling, general and administrative expenses for the 2001 First
Fiscal Half were $10,627,987, compared to $5,515,497 for the 2000 First Fiscal
Half, an increase of $5,112,490 or 92.7%. The increase was caused mainly by the
addition of the ASP Services segment, which accounted for an increase of
$4,597,209.
Total selling, general and administrative expenses for the 2001 First
Fiscal Half for the ASP Services segment comprised the following major items;
salaries $1,645,825, professional fees of $1,021,422, communication costs of
$107,313, travel of $778,991, advertising and promotion of $391,403, and
investor and public relation costs of $464,820.
As a percentage of the Company's total revenues, selling, general and
administrative expenses increased to 111.0% for the 2001 First Fiscal Half from
55.4% for the 2000 First Fiscal Half.
During the 2001 First Fiscal Half, Chell Merchant Capital Group Inc.
vacated certain leased space and as a result the Company wrote off the net book
value of the related leasehold improvements in the amount of $355,560. There
were no similar transactions in the 2000 First Fiscal Half.
Interest and bank charges for the 2001 First Fiscal Half were $292,218,
compared to $148,469 for the 2000 First Fiscal Half, an increase of $143,749 or
96.8%. This increase results from an increase in debt related to the purchase of
the RWE assets and the sale of the convertible debenture. As a percentage of the
Company's total revenues, interest and bank charges increased to 3.1% for the
2001 First Fiscal Half from 1.5% for the 2000 First Fiscal Half.
13
Total depreciation and amortization expense for the 2001 First Fiscal Half
was $1,648,130, compared to $1,108,342 for the 2000 First Fiscal Half, an
increase of $539,788 or 48.7%. This increase is primarily the result of
depreciation on the fixed assets acquired from RWE and Chell.com Ltd.
There was no provision of income taxes recorded in the 2001 First Fiscal
Half compared with a provision for income taxes of $223,000 for the 2000 First
Fiscal Half. As the tax provision is based upon the individual company's taxable
income, no provision was incurred, as the companies are not in a taxable
position.
The minority interest share in profit for the 2001 First Fiscal Half was
$35,506. This is compared to the minority interest share in losses for the 2000
First Fiscal Half of $2,931, an overall change of $38,437. This change results
from profitable operations in Sonoptic Technologies Inc., in which there is a
25% minority interest.
As a result of all of the above, the net loss for the 2001 First Fiscal
Half was $6,712,542, compared to net loss of $675,931 for the 2000 First Fiscal
Half, an increase of $6,036,611. The 2001 First Fiscal Half loss resulted
primarily from the addition of Chell Merchant Capital Group Inc. and Chell.com
(USA) Inc. to the Company and their activities including the provision of
services to developing ASP companies in which the Company has invested.
Liquidity and Capital Resources
At February 28, 2001, the Company had a working capital deficit of
$2,099,402, a decrease of $4,521,072 from working capital of $2,421,670 at
August 31, 2000.
For the 2001 First Fiscal Half, the Company had a net decrease of cash of
$1,133,938 compared to a net decrease of $1,042,032 in the 2000 First Fiscal
Half.
Cash used in operating activities for the 2001 First Fiscal Half was
$3,290,912, compared to $169,295 provided by operating activities in the 2000
First Fiscal Half. In 2001, the major items that contributed to cash being used
in operating activities were as follows: the net loss with non-cash expenses
added back of $3,667,428, the increase in income taxes receivable of $98,491 and
the increase in prepaid expenses of $69,752. The major items that contributed to
cash being provided by operating activities were as follows: the decrease in
accounts receivable of $99,011 a decrease in short-term investments of $250,195
and a decrease in other accounts receivable of $122,034. In 2000, the major
items that contributed to cash being provided by operating activities were as
follows: net income with non-cash expenses added back of $518,949, decreases in
income taxes receivable and inventory of $157,464 and $23,908 respectively, and
increases in accounts payable and accrued liabilities and income taxes payable
of $950,834 and $61,042 respectively. The major uses of operating funds included
increases in accounts receivable and prepaid expenses of $1,436,095 and $110,110
respectively.
Cash used in investing activities in the 2001 First Fiscal Half was
$2,955,039 compared to the $1,178,810 used in investing activities in the 2000
First Fiscal Half, an
14
increase of $1,776,229. This increase was the result of an increase in note
receivable from Engyro and the deposit of $1,689,710 on the purchase of shares
in ApplicationStation.com, Inc.
Cash provided by financing activities in the 2001 First Fiscal Half was
$5,112,013, compared to the $32,517 used in the 2000 First Fiscal Half. The
increase is primarily due to the sale of the convertible debenture and the
bridge financing.
The Company is in the process of attempting to raise additional capital in
order to realize its ASP strategy and to repay its loan obligations that are
currently being negotiated. The Company's subsidiaries operating in the
entertainment, education and E-commerce segments create liquidity sufficient to
fund their operations. Management believes that the current negotiations for
terms and financing will be successful and that combined with the reorganizing
of the ASP segment in the First Fiscal 2001 Half, the Company will have the
required liquidity for its planned operating activities in the current year.
Inflation
The rate of inflation has had little impact on the Company's operations or
financial position during the six months ended February 28, 2001 and February
29, 2000 and inflation is not expected to have a significant impact on the
Company's operations or financial position during the 2001 Fiscal Year.
The Company pays a number of its suppliers, including its licensor and principal
supplier, NTN Communications, Inc., in US dollars. Therefore, fluctuations in
the value of the Canadian dollar against the US dollar will have an impact on
its gross profit as well as its net income. If the value of the Canadian dollar
falls against the US dollar, the cost of sales of the Company will increase
thereby reducing its gross profit and net income. Conversely, if the value of
the Canadian dollar rises against the US dollar, its gross profit and net income
will increase.
15
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities
Pursuant to the Board of Directors authorization and a vote of a
majority of the issued and outstanding voting securities of the Company at the
Annual Meeting of Shareholders held on February 28, 2001, the following change
in the Company's securities were executed by Certificate of Amendment of the
Company's Certificate of Incorporation:
The authorized capital stock of the Company was increased by
increasing the number of authorized shares of Common Stock from 20,000,000 to
50,000,000 shares.
Item 3. Defaults Upon Senior Securities
None.
16
Item 4. Submission of Matters to a Vote of Security Holders
The annual meeting of Shareholders was held on February 28, 2001 at which
the following items were voted upon:
Item For Against Abstain Non-Vote
- -----------------------------------------------------------------------------------------------------------------
1) Election of members of the Board of Directors:
David Bolink 5,854,741 0 3,480
Cameron Chell 5,854,526 0 3,695
Gordon Herman 5,854,741 0 3,480
Don Pagnuti 5,854,741 0 3,480
Peter Rona 5,854,741 0 3,480
Adrian Towning 5,854,741 0 3,480
Robert Stone 5,854,312 0 3,909
2) Increase authorized number of Common Shares
from 20,000,000 to 50,000,000 5,842,118
3) Ratify the appointment of Lazar Levine & Felix
LLP Certified Public Accountants as independent
auditors of the Company for the year ending
August 31, 2001 5,855,584
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
The following list sets forth the applicable exhibits (numbered in
accordance with Item 601 of Regulation S-K) required to be filed with this
Quarterly Report on Form 10-Q:
Exhibit
Number Title
------ -----
3.1 Certificate of Incorporation, as amended to date.
3.2 By-Laws, as amended to date.
10.1 License Agreement, dated March 23, 1990, between NTN
Communications, Inc. and NTN Interactive Network Inc.+
10.2 Stock Purchase Agreement, dated as of October 4, 1994, between
NTN Canada Inc. and NetStar Enterprises Inc. (formerly, Labatt
Communications Inc.). + Option, dated as of October 4, 1994,
registered in the name of NetStar Enterprises Inc. (formerly,
Labatt Communications Inc).+
10.4 Designation Agreement dated as of October 4, 1994, among Networks
North Inc. (formerly know as NTN Canada, Inc.), NTN Interactive
Network Inc. and NetStar Enterprises Inc. (formerly Labatt
Communications Inc.). +
10.15 Asset Purchase Agreement, dated September 10, 1999, by and
between 1373224 Ontario Limited, Networks North Inc. and Arthur
Andersen Inc., to acquire the property and assets of GalaVu
Entertainment Inc., from the person appointed by the court of
competent jurisdiction as the receiver or receiver and manager of
the property, assets and undertaking of GalaVu. +
10.16 Promissory Note, dated September 10, 1999, by and between 1373224
Ontario Limited, as Debtor, and the Holder, as Creditor. +
10.17 General Security Agreement, dated September 10, 1999, by and
between 1373224
17
Ontario Limited, to acquire the property and assets of GalaVu
Entertainment Inc., from the person appointed by the court of
competent jurisdiction as the receiver or receiver and manager of
the property, assets and undertaking of GalaVu. +
10.18 Securities Pledge Agreement, dated September 10, 1999, by and
between 1373224 Ontario Limited to acquire the property and
assets of GalaVu Entertainment Inc., from the person appointed by
the court of competent jurisdiction as the receiver or receiver
and manager of the property, assets and undertaking of GalaVu. +
10.23 Bill of Sale, dated September 13, 1999, by and between 1373224
Ontario Limited to acquire the property and assets of GalaVu
Entertainment Inc., from the person appointed by the court of
competent jurisdiction as the receiver or receiver and manager of
the property, assets and undertaking of GalaVu. +
10.24 Covenant of Networks North Inc., dated September 13, 1999, to
allot and issue and pay to the Bank in writing 100,000 common
shares of NETN.
11. Computation of Earnings Per Share (see note 4).
22 List of Subsidiaries
+ Incorporated by reference. See Exhibit Index.
(b) Reports on Form 8-K
The Company filed an Amended Current Report on Form 8-KA (Date of Report:
December 4, 2000) with the Commission on December 4, 2000, reporting Pro-forma
Financial Statements in connection with the Agreement of Purchase and Sale dated
as of August 4, 2000, between the Company, Chell Merchant Capital Group, Cameron
Chell and Chell.com Ltd.
The Company filed a Current Report on Form 8-KA (Date of Report: January
16, 2001) with the Commission on February 6, 2001, reporting a Promissory Note
made on January 16, 2001, by and between Chell Group Corporation and Naveen
Chanana.
18
SIGNATURES
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.
NETWORKS NORTH INC.
Dated: April 11, 2001 By: /s/ Cameron Chell
----------------------------------------
Cameron Chell,
President and Chief Executive Officer
(Duly Authorized Officer)
Dated: April 11, 2001 By: /s/ Don Pagnutti
----------------------------------------
Don Pagnutti,
Principal Financial Officer
19
NETWORKS NORTH INC.
FORM 10-Q
February 28, 2001
EXHIBIT INDEX
Exhibit
Number Description of Exhibit Location
------ ---------------------- --------
3.1 Certificate of Incorporation, as amended to date +1, Exh. 3.1
3.2 By-Laws, as amended to date +1, Exh. 3.2
10.1 License Agreement, dated March 23, 1990, between NTN
Communications, Inc. and NTN Interactive Network Inc. +2, Exh.
10.9
10.2 Stock Purchase Agreement, dated October 1, 1996, among
Connolly-Daw Holdings Inc., 1199846 Ontario Ltd., Douglas
Connolly, Wendy Connolly and NTN Interactive Network Inc., minus
Schedules thereto +3, Exh. 10.1
10.4 Designation Agreement dated as of October 4, 1994, among Networks
North Inc. (formerly known as NTN Canada, Inc.), NTN Interactive
Network Inc. and NetStar Enterprises Inc. (formerly Labatt
Communications Inc.) +4, Exh. C
10.15 Asset Purchase Agreement, dated September 10, 1999, by and
between 1373224 Ontario Limited, Networks North Inc. and Arthur
Andersen Inc., to acquire the property and assets of GalaVu
Entertainment Inc., from the person appointed by the court of
competent jurisdiction as the receiver or receiver and manager of
the property, assets and undertaking of GalaVu. +5, Exh. 10.1
10.16 Promissory Note, dated September 10, 1999, by and between 1373224
Ontario Limited, as Debtor, and the Holder, as Creditor. +5, Exh.
10.2
10.17 General Security Agreement, dated September 10, 1999, by and
between 1373224 Ontario Limited, to acquire the property and
assets of GalaVu Entertainment Inc., from the person appointed by
the court of competent jurisdiction as the receiver or receiver
and manager of the property, assets and undertaking of GalaVu.+5,
Exh. 10.3
10.18 Securities Pledge Agreement, dated September 10, 1999, by and
between 1373224 Ontario Limited to acquire the property and
assets of GalaVu Entertainment Inc., from the person appointed by
the court of competent jurisdiction as the receiver or receiver
and manager of the property, assets and undertaking of GalaVu+5,
Exh. 10.4
10.23 Bill of Sale, dated September 13, 1999, by and between 1373224
Ontario Limited to acquire the property and assets of GalaVu
Entertainment Inc., from the person appointed by the court of
competent jurisdiction as the receiver or receiver and manager of
the property, assets and undertaking of GalaVu.+5, Exh. 10.9
20
10.24 Covenant of Networks North Inc. for valuable consideration to
allot and issue and pay to the Bank in writing 100,000 common
shares of NETN. +5, Exh. 10.10
11 Computation of earnings per share (see Note 4)
22 List of Subsidiaries +1, Exh. 22
+1 All exhibits so indicated are incorporated herein by reference to the
exhibit number listed above in the Annual Report on Form 10-K of the
Company, for its fiscal year ended August 31, 1996 (File No. 0-18066),
filed on December 16, 1996.
+2 All exhibits so indicated are incorporated herein by reference to the
exhibit number listed above in the Annual Report on Form 10-K of NTN
Communications, Inc., for its fiscal year ended December 31, 1990 (File
No. 2-91761-C), filed on April 1, 1991.
+3 All exhibits so indicated are incorporated herein by reference to the
exhibit number listed above in the Current Report on Form 8-K of the
Company (Date of Report: October 2, 1996) (File No. 0-18066), filed on
October 17, 1996.
+4 All exhibits so indicated are incorporated herein by reference to the
exhibit number listed above in the Current Report on Form 8-K of the
Company (Date of Report: October 4, 1994) (File No. 0-18066), filed on
October 18, 1994.
+5 All Exhibits so indicated are incorporated herein by reference to the
exhibit listed above in the Company's 8-K (Date of Report: September 13,
1999) (File No. 0-18066), filed on September 29, 1999.
++ Filed electronically pursuant to Item 401 of Regulation S-T.
21