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 and
Exchange Act of 1934 For the quarter ended June 30, 2002
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: 001-12885
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AVENUE ENTERTAINMENT GROUP, INC.
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(Exact Name of Small Business Issuer as Specified in its Charter)
Delaware 95-4622429
- --------------------------- ---------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
11111 Santa Monica Blvd., Suite 525
Los Angeles, California 90025
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(Address of principal executive offices) (Zip Code)
(310) 996-6815
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(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 and 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 ______
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Number of shares outstanding of each of issuer's classes of common stock as of
August 10, 2002:
Common Stock 5,371,030
AVENUE ENTERTAINMENT GROUP, INC.
Table of Contents
PART I. FINANCIAL INFORMATION Page No.
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Unaudited Consolidated Condensed Balance Sheet -
June 30, 2002 1
Unaudited Consolidated Condensed Statements of Operations -
Three and Six Months Ended June 30, 2002 and 2001 2
Unaudited Consolidated Condensed Statements of Cash Flows -
Six Months Ended June 30, 2002 and 2001 3
Unaudited Notes to Consolidated Condensed Financial Statements 5
Management's Discussion and Analysis or Plan of Operation 8
PART II. OTHER INFORMATION
Signatures 12
PART I. FINANCIAL INFORMATION
AVENUE ENTERTAINMENT GROUP, INC.
UNAUDITED CONSOLIDATED CONDENSED BALANCE SHEET
June 30,
2002
(unaudited)
Assets
Cash $ 481,529
Accounts receivable, net of allowance of $10,000 104,907
Film costs, net 352,879
Property and equipment, net 30,345
Goodwill, net of accumulated amortization of $2,049,200 909,999
Other assets 17,511
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Total assets $ 1,897,170
=========
Liabilities and Stockholders' Deficit
Accounts payable and accrued expenses $ 466,356
Deferred income 451,640
Deferred compensation 872,679
Due to related party 146,597
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Total liabilities 1,937,272
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Stockholders' deficit
Common stock, par value $.01 per share, $15,000,000 shares
authorized, 5,371,030 shares issued and outstanding 53,710
Additional paid-in capital 7,172,839
Accumulated deficit (7,112,964)
Treasury stock, at cost (3,687)
Note receivable for common stock (150,000)
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Total stockholders' deficit (40,102)
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Total liabilities and stockholders' deficit $ 1,897,170
==========
See accompanying notes to the consolidated condensed
financial statements.
AVENUE ENTERTAINMENT GROUP, INC.
UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
Three months Three months Six months
ended ended Six months ended ended
June 30, 2002 June 30, 2001 June 30, 2002 June 30, 2001
------------- ------------- ------------- -------------
(unaudited) (unaudited) (unaudited) (unaudited)
----------- -----------
Operating revenues $ 494,663 $ 258,798 $ 1,010,908 $ 330,895
--------- ----------------- ---------------- ----------------
Cost and expenses:
Film production costs 34,146 87,001 57,137 105,387
Selling, general & administrative expenses 316,478 389,631 638,883 883,284
Impairment loss on goodwill 0 0 0 0
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Total costs and expenses 350,624 476,632 696,020 988,671
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Income (loss) before income tax 144,039 (217,834) 314,888 (657,776)
Income tax expense 0 1,600 460 1,650
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Net income (loss) $ 144,039 $ (219,434) $ 314,428 $ (659,426)
=======================================================================
Basic and diluted income (loss) per common stock $ .03 $ (.01) $ .06 $ (.13)
=== ===== === =====
Weighted average common shares outstanding 5,371,003 5,183,141 5,371,003 5,183,141
=======================================================================
See accompanying notes to the consolidated condensed financial statements.
AVENUE ENTERTAINMENT GROUP, INC.
UNAUDITED CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
Six months Six months
ended ended
June 30, June 30,
2002 2001
(unaudited) (unaudited)
Cash flows from operating activities:
Net profit (loss) $ 314,428 $ (659,426)
Adjustments to reconcile net loss to net cash (used for) provided by
operating activities:
Depreciation 6,993 9,813
Amortization - film production costs 45,515 91,946
Amortization - goodwill 0 146,675
Deferred compensation 59,720 229,339
Changes in assets and liabilities which affect net income:
Accounts receivable 122,887 27,365
Film costs (21,282) (20,917)
Other assets 829 282
Accounts payable and accrued expenses (143,222) (50,784)
Deferred income 102,932 99,076
Due to related party 0 (449)
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Net cash provided by (used for) operating activities 488,800 (127,080)
Cash flows from investing activities:
Purchase of equipment 0 (3,267)
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Net cash used for investing activities 0 (3,267)
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See accompanying notes to the consolidated condensed financial statements.
AVENUE ENTERTAINMENT GROUP, INC.
UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
Six months Six months
ended ended
June 30, June 30,
2002 2001
---------- ---------
(unaudited) (unaudited)
Cash flows from financing activities:
Issuance of common stock $ 50,000
-
Repayment of loan payable (80,000) 18,000
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Net cash provided by (used for) financing activities (80,000) 68,000
Net increase (decrease) in cash 408,800 (62,347)
Cash at beginning of year 72,729 162,369
----------- ----------
Cash at end of period $ 481,529 $ 100,022
========== ==========
Supplemental cash flow information: Cash paid during the year for:
Interest $ 674 $ 685
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Income taxes $ 460 $ 1,650
=========== ============
See accompanying notes to consolidated condensed financial statements.
AVENUE ENTERTAINMENT GROUP, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1. Summary of significant accounting policies
The Company
Avenue Entertainment Group, Inc. (the "Company") is principally engaged
in the development, production and distribution of feature films, television
series, movies-for-television, mini-series and film star biographies.
Generally, theatrical films are first distributed in the theatrical and
home video markets. Subsequently, theatrical films are made available for
worldwide television network exhibition or pay television, television
syndication and cable television. Generally, television films are first licensed
for network exhibition and foreign syndication or home video, and subsequently
for domestic syndication on cable television. The revenue cycle generally
extends 7 to 10 years on film and television product.
Basis of presentation
The accompanying interim consolidated financial statements of the
Company are unaudited and have been prepared by the Company pursuant to the
rules and regulations of the Securities and Exchange Commission regarding
interim financial reporting. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements and should be read in conjunction with the
consolidated financial statements and notes thereto included in the Company's
Form 10-KSB for the year ended December 31, 2001. The Independent Auditor's
Report dated March 28, 2002 on the Company's consolidated financial statements
states that the Company has suffered losses from operations, has a working
capital deficiency and has an accumulated deficit that raises substantial doubt
about its ability to continue as a going concern. The accompanying financial
statements do not include any adjustments that may result from the Company's
inability to continue as a going concern. In the opinion of management, all
adjustments, consisting only of normal recurring adjustments, necessary to
present fairly the financial position of the Company at June 30, 2002, and the
results of its operations and its cash flows for the six months ended June 30,
2002 and 2001 have been included. The results of operations for the interim
period are not necessarily indicative of results which may be realized for the
full year.
AVENUE ENTERTAINMENT GROUP, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)
Earnings (Loss) per Common Share
The Company has adopted Statement of Financial Accounting Standards
(SFAS) No. 128, "Earnings per Share", which established standards for computing
and presenting earnings per share (EPS). The statement simplifies the standards
for computing EPS, replaces the presentation of primary EPS with a presentation
of basic EPS and requires a dual presentation of basic and diluted EPS on the
face of the income statement. Basic EPS are based upon the weighted average
number of common shares outstanding during the period. Diluted EPS are based
upon the weighted average number of common shares if all dilutive potential
common shares had been outstanding.
The following potential common shares have been excluded from the
computation of diluted net income (loss) per share for all periods presented
because the effect would have been anti-dilutive:
Six months ended
June 30,
2002 2001
Options outstanding under the Company's stock option plan 985,000 985,000
Warrant issued in conjunction with a private placement 500,000 500,000
2. Film costs
Film costs consist of the following:
June 30,
2002
In process or development $ 96,992
Released, net of accumulated amortization 255,887
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of $16,934,265 $ 352,879
==========
3. Property and Equipment
The major classes of property and equipment consist of the following:
Useful June 30,
life 2002
Machinery and equipment 4 to 5 years $ 233,207
Furniture and fixtures 10 years 29,495
Leasehold improvements 3 to 4 years 3,267
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265,969
Less accumulated depreciation (235,624)
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$ 30,345
Depreciation expense was $6,993 and $9,813 for the six months ended June
30, 2002 and 2001, respectively.
4. Change in Accounting Principle
In July 2001, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 142 ("SFAS 142"), "Goodwill and
Other Intangible Assets," which is effective for fiscal years beginning
after December 15, 2001. SFAS 142 prohibits the amortization of goodwill
and intangible assets with indefinite useful lives but requires that
these assets be reviewed for impairment at least annually or on an
interim basis if an event occurs or circumstances change that could
indicate that their value has diminished or been impaired. Other
intangible assets will continue to be amortized over their estimated
useful lives. Pursuant to SFAS 142, amortization of goodwill and
assembled workforce intangible assets recorded in business combinations
prior to June 30, 2001 ceased effective January 1, 2002. Goodwill
resulting from business combinations completed after June 30, 2001 will
not be amortized. The Company recorded amortization expense of $294,633
on goodwill during the fiscal year ended December 31, 2001. The Company
currently estimates that application of the non-amortization provisions
of SFAS 142 will reduce amortization expense and increase net income by
approximately $294,000 in fiscal 2002. The Company will test goodwill and
intangible assets with indefinite lives for impairment during the fiscal
year beginning January 1, 2002 and any resulting impairment charge will
be reflected as a cumulative effect of a change in accounting principle
item 2. MANAGE,EMT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
The following discussion and analysis should be read in conjunction
with the Company's consolidated condensed financial statements and related notes
thereto.
Critical Accounting Policies
Our discussion and analysis of our financial condition and results of
operations are based upon our consolidated financial statements, which have been
prepared in accordance with generally accepted accounting principles in the
United States. The preparation of financial statements require management to
make estimates and judgments that affect the reported amounts of assets and
liabilities, revenues and expense and disclosures at the date of the financial
statements. On an on-going basis, we evaluate our estimates, including, but not
limited to, those related to revenue recognition, accounts receivables,
inventories and impairment of intangibles. We use authoritative pronouncements,
historical experience and other assumptions as the basis for making estimates.
Actual results could differ from those estimates. We believe that the following
critical accounting policies affect our more significant judgments and estimates
in the preparation of our consolidated financial statements.
Revenue Recognition. The Company recognizes revenue in accordance with
the provisions of Statement of Financial Accounting Standards No. 139 and
American Institute of Certified Public Accountants Statement of Position 00-2
(collectively referred to as "SOP 00-2").
Revenues from feature film distribution licensing agreements are
recognized on the date the completed film is delivered or becomes available for
delivery, is available for exploitation in the relevant media window purchased
by that customer or licensee and certain other conditions of sale have been met
pursuant to criteria set by SOP 00-2.
Revenues from domestic television and video licensing contracts, which
provide for the receipt of non-refundable guaranteed amounts, are recognized
when the film is available for exhibition, provided that the other conditions of
sale required by SOP 00-2 have been met. Until all conditions of sale have been
met, amounts received on such licensing contracts are reflected in the
accompanying financial statements as deferred income. International sales and
other sales in the United States are recognized in the period in which payment
is received.
The market trend of each film is regularly examined to determine the
estimated future revenues and corresponding lives. Due to the nature of the
industry, management's estimates of future revenues may change within the next
year and the change could be material.
Revenues from producer-for-hire contracts are recognized on a
percentage-of-completion method, measured by the percentage of costs completed
to date to estimated total cost for each contract. Provisions for estimated
losses on uncompleted contracts are made in the period in which such losses are
determined.
Film Costs. The Company capitalizes costs incurred to produce a film project,
including the interest expense funded under the production loans. Such costs
also include the actual direct costs of production and production overhead.
These costs are amortized each period on an individual film program basis in the
ratio that the current period's gross revenues from all sources for the program
bear to management's estimate of anticipated total gross revenues for such film
or program from all sources. Revenue estimates are reviewed periodically and
adjusted where appropriate and the impact of such adjustments could be material.
Film property costs are stated at the lower of unamortized cost or
estimated net realizable value. Losses which may arise because unamortized costs
of individual films exceed anticipated revenues are charged to operations
through additional amortization.
Advertising costs for theatrical and television product are expensed as
incurred. Revenue associated with the home video market is recognized upon
availability to customers (street date).
Liquidity and Capital Resources
At June 30, 2002, the Company had approximately $482,000 of cash.
Revenues were sufficient to cover costs of operations for the quarter ended June
30, 2002. The Company has a working capital deficiency and has an accumulated
deficit of $7,113,000 through June 30, 2002. The Company's continuation as a
going concern is dependent on its ability to ultimately attain profitable
operations and positive cash flows from operations. The Company's management
believes that it can satisfy its working capital needs based on its estimates of
revenues and expenses, together with improved operating cash flows, as well as
additional funding whether from financial markets, other sources or other
collaborative arrangements. The Company believes it will have sufficient funds
available to continue to exist through the next year, although no assurance can
be given in this regard. Insufficient funds will require the Company to scale
back its operations. The Independent Auditor's Report dated March 28, 2002 on
the Company's consolidated financial statements states that the Company has
suffered losses from operations, has a working capital deficiency and has an
accumulated deficit that raises substantial doubt about its ability to continue
as a going concern. The accompanying financial statements do not include any
adjustments that may result from the Company's inability to continue as a going
concern.
The six months ended June 30, 2002 as compared to the six months ended June 30,
2001.
Revenues
Revenues for the three months ended June 30, 2002 were approximately
$495,000 compared to $259,000 for the three months ended June 30, 2001. Revenues
earned in 2002 were derived primarily from producing fees for the HBO projects
"Angels in America", "Normal" and "Path to War." The revenues earned in 2001
were primarily derived from the licensing of the rights of the "Hollywood
Collection" in secondary markets through Janson Associates.
Revenues for the six months ended June 30, 2002 were approximately
$1,011,000 compared to $331,000 for the six months ended June 30, 2001. The
revenues earned in 2002 included producing fees for the feature film,
"Mindhunters", a nonrefundable fee for "Guilty", overhead fees for the HBO First
Look Deal, and producing fees for the HBO projects, "Angels in America",
"Normal" and "Path to War." The revenues earned in 2001 were derived from the
licensing of rights of the "Hollywood Collection" in secondary markets through
Janson Associates and for the movie "Danny" through Monterey Video.
Film Production Costs
Film production costs for the quarter and six months ended June 30,
2002 were $34,000 and $57,000 compared to $87,000 and $105,000 for the quarter
and six months ended June 30, 2001. The decrease in film costs is related to the
decrease in revenues derived from the licensing of the "Hollywood Collection."
Selling, General and Administrative
Selling, general and administrative (S,G&A) expenses for the quarter
and six months ended June 30, 2002 were $316,000 and $639,000 compared to
$390,000 and $883,000 for the quarter and six months ended June 30, 2001. The
decrease in S,G&A is primarily due to the elimination of the quarterly goodwill
amortization in addition to decreases in professional fees and salaries.
Recent Developments
The shares of the Company's Common Stock are currently listed on the
OTC Bulletin Board ("OTCBB"). Due to the continued decline in the share price of
the Company's Common Stock and continued operating losses, the Company received
a letter from AMEX dated February 2001, stating that they had failed to meet the
criteria of AMEX's continued listing guidelines. The exchange noted that the
Company's operating results had been unsatisfactory and its financial condition
had been impaired, that they have had losses in two of its three most recent
fiscal years and losses in three of its four most recent fiscal years. In
addition, the exchange noted that the Company's public float is below the
exchange's minimum requirements, that they have not complied with the annual
shareholders' meeting requirements and have not paid the exchange's listing
fees. As a result, the Company's failure to meet AMEX's maintenance criteria
resulted in the discontinuance of the inclusion of its shares in the AMEX in
April 2001.
Recent Accounting Pronouncements
In April 2002, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard ("SFAS") No. 145, "Rescission of FASB
Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections." SFAS No. 145 updates, clarifies, and simplifies existing
accounting pronouncements. This statement rescinds SFAS No. 4, which required
all gains and losses from extinguishment of debt to be aggregated and, if
material, classified as an extraordinary item, net of related income tax effect.
As a result, the criteria in APB No. 30 will now be used to classify those gains
and losses. SFAS No. 64 amended SFAS No. 4 and is no longer necessary as SFAS
No. 4 has been rescinded. SFAS No. 44 has been rescinded as it is no longer
necessary. SFAS No. 145 amends SFAS No. 13 to require that certain lease
modifications that have economic effects similar to sale-leaseback transactions
be accounted for in the same manner as sale-lease transactions. This statement
also makes technical corrections to existing pronouncements. While those
corrections are not substantive in nature, in some instances, they may change
accounting practice. The Company does not expect adoption of SFAS No. 145 to
have a material impact, if any, on its financial position or results of
operations.
Forward-Looking Statements
This report contains certain forward-looking statements reflecting
management's current views with respect to future events and financial
performance. These forward-looking statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from those in
the forward-looking statements, including, but not limited to, the ability of
the Company to reverse its history of operating losses; the ability to obtain
additional financing and improved cash flow in order to meet its obligations and
continue to exist as a going concern; production risks; dependence on contracts
with certain customers; future foreign distribution arrangements; and dependence
on certain key management personnel. All of these above factors are difficult to
predict, and many are beyond the control of the Company.
AVENUE ENTERTAINMENT GROUP, INC.
June 30, 2002
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
99.1 Written Statement of the President and Chief Executive Officer
pursuant 18 U.S.C. 1350.
99.2 Written Statement of the Vice President and Chief Financial
Officer pursuant 18 U.S.C. 1350.
(b) Form 8-K
There were no reports filed under Form 8-K during the quarter
ended June 30, 2002.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed in its behalf by the
undersigned thereunto duly authorized.
AVENUE ENTERTAINMENT GROUP, INC.
DATE: August 14, 2002 BY: Gene Feldman
Chairman of the Board
DATE: August 14, 2002 BY: Cary Brokaw
President and Chief Executive
Officer, Director
DATE: August 14, 2002 BY: Sheri L. Halfon
Senior Vice President,
Chief Financial Officer