U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------
FORM 10-QSB
Quarterly Report Pursuant To Section 13 or 15(d) of
the Securities Exchange Act of 1934
For Quarterly Period Ended October 31, 2002.
Commission File Number 000-28761.
JAG MEDIA HOLDINGS, INC.
(Exact name of Registrant as specified in its Charter)
Nevada 88-0380546
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6865 SW 18th Street
Suite B-13
Boca Raton, Florida 33433
(Address of Principal Executive Offices)
(561) 393-0605
(Issuer'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
--- ---
As of December 9, 2002, the Registrant had 35,004,088 shares of Class A common
stock and 1,507,118 shares of Series 1 Class B common stock outstanding.
PART 1
FINANCIAL INFORMATION
Item 1. Financial Statements.
JAG Media Holdings, Inc. and Subsidiaries
Index to Financial Statements
PAGE
----
Condensed Consolidated Balance Sheet
October 31, 2002 (Unaudited) F-2
Condensed Consolidated Statements of Operations
Three Months Ended October 31, 2002 and 2001 (Unaudited) F-3
Condensed Consolidated Statement of Changes in Stockholders' Deficiency
Three Months Ended October 31, 2002 (Unaudited) F-4
Condensed Consolidated Statements of Cash Flows
Three Months Ended October 31, 2002 and 2001 (Unaudited) F-5
Notes to Condensed Consolidated Financial Statements F-6/12
* * *
F-1
JAG Media Holdings, Inc. and Subsidiaries
Condensed Consolidated Balance Sheet
October 31, 2002
(Unaudited)
Assets
------
Current assets:
Cash and cash equivalents $ 507,587
Accounts receivable, net of allowance for doubtful accounts
of $7,500 22,290
Other current assets 68,785
------------
Total current assets 598,662
Equipment, net of accumulated depreciation of $125,223 45,334
------------
Total $ 643,996
============
Liabilities and Stockholders' Deficiency
----------------------------------------
Current liabilities:
Accounts payable and accrued expenses $ 592,798
Deferred revenues 73,902
Notes payable to officers 400,000
------------
Total liabilities 1,066,700
------------
Commitments and contingencies
Stockholders' deficiency:
Preferred stock; par value $.00001 per share; 15,000,000
shares authorized; none issued --
Class A common stock, par value $.00001 per share;
155,000,000 shares authorized; 34,813,351 shares
issued and outstanding 348
Class B common stock, par value $.00001 per share;
30,000,000 shares authorized; 1,540,141 shares of
Series 1 issued and outstanding 16
Additional paid-in capital 38,973,114
Unearned compensation (295,641)
Accumulated deficit (39,100,541)
------------
Total stockholders' deficiency (422,704)
------------
Total $ 643,996
============
See Notes to Condensed Consolidated Financial Statements.
F-2
JAG Media Holdings, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
Three Months Ended October 31, 2002 and 2001
(Unaudited)
2002 2001
------------ ------------
Revenues $ 124,950 $ 182,998
------------ ------------
Operating expenses:
Cost of revenues 198,185 177,134
Selling expenses 913 19,532
General and administrative expenses 463,681 731,688
------------ ------------
Totals 662,779 928,354
------------ ------------
Loss from operations (537,829) (745,356)
Other income (expense):
Interest income 122
Interest expense (2,711)
------------ ------------
Net loss $ (540,418) $ (745,356)
============ ============
Basic net loss per share $ (.02) $ (.04)
============ ============
Basic weighted average common shares outstanding 32,746,014 20,804,945
============ ============
See Notes to Condensed Consolidated Financial Statements.
F-3
JAG Media Holdings, Inc. and Subsidiaries
Condensed Consolidated Statement of Changes in Stockholders' Deficiency
Three Months Ended October 31, 2002
(Unaudited)
Common Stock
----------------------------------------------------------
Class A Series 1 Class B
-------------------------- ------------------------- Additional
Number of Number of Paid-in
Shares Amount Shares Amount Capital
---------- ------------ --------- ------------ ------------
Balance, August 1, 2002 29,667,094 $ 296 1,681,155 $ 17 $ 37,697,274
Sales of common stock pursuant to equity
financing agreement, net of expenses
of $60,000 4,259,639 43 989,957
Effects of issuance of common stock in
exchange for services 735,604 8 285,383
Options exercised 10,000 500
Amortization of unearned compensation
Effects of conversion of Series 1 Class B
common stock into Class A common stock 141,014 1 (141,014) (1)
Net loss
---------- ------------ --------- ------------ ------------
Balance, October 31, 2002 34,813,351 $ 348 1,540,141 $ 16 $ 38,973,114
========== ============ ========= ============ ============
Unearned Accumulated
Compensation Deficit Total
------------ ------------ ------------
Balance, August 1, 2002 $ (381,432) $(38,560,123) $ (1,243,968)
Sales of common stock pursuant to equity
financing agreement, net of expenses
of $60,000 990,000
Effects of issuance of common stock in
exchange for services (78,259) 207,132
Options exercised 500
Amortization of unearned compensation 164,050 164,050
Effects of conversion of Series 1 Class B
common stock into Class A common stock
Net loss (540,418) (540,418)
------------ ------------ ------------
Balance, October 31, 2002 $ (295,641) $(39,100,541) $ (422,704)
============ ============ ============
See Notes to Condensed Consolidated Financial Statements.
F-4
JAG Media Holdings, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
Three Months Ended October 31, 2002 and 2001
(Unaudited)
2002 2001
--------- ---------
Operating activities:
Net loss $(540,418) $(745,356)
Adjustments to reconcile net loss to net cash used in
operating activities:
Provision for doubtful accounts 2,750
Depreciation 9,364 9,239
Amortization of unearned compensation 164,050 362,812
Amortization of capitalized web site development costs 43,958
Effects of issuance of common stock and stock options
in exchange for services 207,132 24,000
Changes in operating assets and liabilities:
Accounts receivable (5,715) (44,165)
Other current assets 10,718
Accounts payable and accrued expenses (305,701) 254,881
Deferred revenues (21,482) 14,374
--------- ---------
Net cash used in operating activities (490,020) (69,539)
--------- ---------
Financing activities:
Net proceeds from private placements of common stock 990,000 78,956
Proceeds from exercise of stock options 500
--------- ---------
Net cash provided by financing activities 990,500 78,956
--------- ---------
Net increase in cash and cash equivalents 500,480 9,417
Cash and cash equivalents, beginning of period 7,107 13,438
--------- ---------
Cash and cash equivalents, end of period $ 507,587 $ 22,855
========= =========
See Notes to Condensed Consolidated Financial Statements.
F-5
JAG Media Holdings, Inc. and Subsidiaries
Notes To Condensed Consolidated Financial Statements
(Unaudited)
Note 1 - Basis of presentation:
In the opinion of management, the accompanying unaudited condensed
consolidated financial statements reflect all adjustments, consisting
of normal recurring accruals, necessary to present fairly the financial
position of JAG Media Holdings, Inc. ("JAG Media") and its subsidiaries
as of October 31, 2002, their results of operations and cash flows for
the three months ended October 31, 2002 and 2001 and their changes in
stockholders' deficiency for the three months ended October 31, 2002.
JAG Media and its subsidiaries are referred to together herein as the
"Company." Pursuant to rules and regulations of the Securities and
Exchange Commission (the "SEC"), certain information and disclosures
normally included in financial statements prepared in accordance with
accounting principles generally accepted in the United States of
America have been condensed or omitted from these consolidated
financial statements unless significant changes have taken place since
the end of the most recent fiscal year. Accordingly, these condensed
consolidated financial statements should be read in conjunction with
the consolidated financial statements, notes to consolidated financial
statements and the other information in the audited consolidated
financial statements of the Company as of July 31, 2002 and for the
years ended July 31, 2002 and 2001 (the "Audited Financial Statements")
included in the Company's Annual Report on Form 10-KSB (the "10-KSB")
for the year ended July 31, 2002 that was previously filed with the
SEC.
The results of the Company's operations for the three months ended
October 31, 2002 are not necessarily indicative of the results of
operations to be expected for the full year ending October 31, 2002.
The accompanying condensed consolidated financial statements have been
prepared assuming that the Company will continue as a going concern.
However, as shown in the accompanying condensed consolidated financial
statements, the Company had a working capital deficiency of $468,000
and a stockholders' deficiency of approximately $423,000 as of October
31, 2002. The Company only generated revenues of approximately $125,000
and $183,000 and it incurred net losses of approximately $540,000 and
$745,000 during the three months ended October 31, 2002 and 2001,
respectively. The Company's net losses include noncash charges for,
among other things, the depreciation of equipment, the amortization of
unearned compensation, the amortization of capitalized web site
development costs and the issuance of common stock and stock options in
exchange for services. Although the Company had net noncash charges
totaling approximately $383,000 and $440,000 for the three months ended
October 31, 2002 and 2001, respectively, it still had cash flow
deficiencies from operating activities of approximately $490,000 and
$70,000 for the three months ended October 31, 2002 and 2001,
respectively. Management believes that the Company will continue to
incur net losses and cash flow deficiencies from operating activities
through at least October 31, 2003. These matters raise substantial
doubt about the Company's ability to continue as a going concern.
F-6
JAG Media Holdings, Inc. and Subsidiaries
Notes To Condensed Consolidated Financial Statements
(Unaudited)
Note 1 - Basis of presentation (concluded):
As further explained in Note 1 to the Audited Financial Statements, the
Company gathers and compiles financial and investment information from
contacts at financial institutions, experienced journalists, money
managers, analysts and other Wall Street professionals and generates
revenues by releasing such information to subscribers on a timely basis
through facsimile transmissions and a web site. Management believes
that, in the absence of a substantial increase in subscription
revenues, it is probable that the Company will continue to incur losses
and negative cash flows from operating activities through at least
October 31, 2003 and that the Company will need to obtain additional
equity or debt financing to sustain its operations until it can market
its services, expand its customer base and achieve profitability.
As further explained in Note 4 herein, the Company entered into an
agreement with an investment partnership pursuant to which it has, in
effect, "put" options whereby, subject to certain conditions, it is
able to require the investment partnership to purchase shares of its
common stock from time to time at prices based on the market value of
its shares. The maximum aggregate purchase price under this equity
line, which became available in September 2002, is $10,000,000. As of
October 31, 2002, the Company had received gross proceeds of $1,050,000
from the exercise of "put" options. Although the timing and amount of
the required purchases under the agreement are at the Company's
discretion, the purchases are subject to certain conditions as also
explained in Note 4 herein and the ability of the investment
partnership to fund the purchases.
Management believes that the Company will be able to generate
sufficient revenues from its remaining facsimile transmission and web
site operations and obtain sufficient financing from its agreement with
the investment partnership or through other financing agreements to
enable it to continue as a going concern through at least October 31,
2003. However, if the Company cannot generate sufficient revenues
and/or obtain sufficient additional financing, if necessary, by that
date, the Company may be forced thereafter to restructure its
operations, file for bankruptcy or entirely cease its operations.
The accompanying condensed consolidated financial statements do not
include any adjustments related to the recoverability and
classification of assets or the amount and classification of
liabilities that might be necessary should the Company be unable to
continue as a going concern.
F-7
JAG Media Holdings, Inc. and Subsidiaries
Notes To Condensed Consolidated Financial Statements
(Unaudited)
Note 2 - Net earnings (loss) per share:
The Company presents "basic" earnings (loss) per share and, if
applicable, "diluted" earnings per share pursuant to the provisions of
Statement of Financial Accounting Standards No. 128, "Earnings per
Share" ("SFAS 128"). Basic earnings (loss) per share is calculated by
dividing net income or loss by the weighted average number of shares of
Class A common stock and Series 1 Class B common stock outstanding
during each period (see Notes 1, 2 and 7 to the Audited Financial
Statements). The calculation of diluted earnings per share is similar
to that of basic earnings per share, except that the denominator is
increased to include the number of additional common shares that would
have been outstanding if all potentially dilutive common shares, such
as those issuable upon the exercise of outstanding stock options and
warrants, were issued during the period and the treasury stock method
had been applied to the proceeds from their exercise.
As of September 30, 2002, there were options and warrants outstanding
for the purchase of a total of 3,894,600 shares of Class A and Series 1
Class B common stock (see Note 4 herein). However, diluted per share
amounts have not been presented in the accompanying condensed
consolidated statements of operations because the Company had a net
loss in the three months ended October 31, 2002 and 2001 and the
assumed effects of the exercise of the Company's stock options and
warrants that were outstanding during all or part of those periods
would have been anti-dilutive.
Note 3 - Income taxes:
As of October 31, 2002, the Company had net operating loss
carryforwards of approximately $23,786,000 available to reduce future
Federal and state taxable income which will expire from 2019 through
2023.
As of October 31, 2002, the Company's deferred tax assets consisted of
the effects of temporary differences attributable to the following:
Deferred revenues, net $ 21,000
Unearned compensation 2,135,000
Net operating loss carryforwards 9,500,000
------------
11,656,000
Less valuation allowance (11,656,000)
------------
Total $ --
============
Due to the uncertainties related to, among other things, the changes in
the ownership of the Company, which could subject its net operating
loss carryforwards to substantial annual limitations, and the extent
and timing of its future taxable income, the Company offset its net
deferred tax assets by an equivalent valuation allowance as of October
31, 2002.
F-8
JAG Media Holdings, Inc. and Subsidiaries
Notes To Condensed Consolidated Financial Statements
(Unaudited)
Note 3 - Income taxes (concluded):
The Company had also offset the potential benefits from its net
deferred tax assets by an equivalent valuation allowance during the
year ended July 31, 2002. As a result of the increases in the valuation
allowance of $3,000 and $297,000 during the three months ended October
31, 2002 and 2001, respectively, there are no credits for income taxes
reflected in the accompanying condensed consolidated statements of
operations to offset pre-tax losses.
Note 4 - Issuances of common stock and stock options:
Equity financing agreement:
As further explained in Note 5 to the Audited Financial
Statements, on April 9, 2002, the Company entered into an
equity line purchase agreement (the "2002 Equity Line
Agreement") with Cornell Capital Partners L.P. ("Cornell
Capital") pursuant to which the Company has, in effect, put
options whereby, subject to certain conditions, it can require
Cornell Capital to purchase shares of its Class A common stock
from time to time at an aggregate purchase price of
$10,000,000. The 2002 Equity Line became available on August
28, 2002 when a registration statement under the Securities
Act of 1933 (the "Act") filed by the Company for the
registration of the shares issuable to Cornell Capital became
effective. The Company was required to issue 10,000 shares of
its Class A common stock to placement agents as of the
effective date as consideration for their services in
connection with the 2002 Equity Line Agreement. The term of
the 2002 Equity Line Agreement will extend for 24 months
unless it is terminated earlier at the discretion of the
Company. The purchase price will be 95% of the lowest closing
bid price of the Company's Class A common stock over a
specified number of trading days commencing on specified
dates. Cornell Capital shall be entitled to a cash fee equal
to 5% of the gross proceeds received by the Company from
Cornell Capital in connection with each put.
The timing and amount of the required purchases shall be at
the Company's discretion subject to certain conditions
including (i) a maximum purchase price to be paid by Cornell
Capital for each put of $500,000; (ii) at least five trading
days must elapse before the Company can deliver a new put
notice to Cornell Capital; (iii) the registration statement
covering the shares issuable to Cornell Capital pursuant to
the equity line must remain effective at all times and (iv) on
any given closing date, there shall be at least one bid for
the Class A common stock on the Nasdaq OTC Bulletin Board. In
addition, the obligation of Cornell Capital to complete its
purchases under the 2002 Equity Line is not secured or
guaranteed and, accordingly, if Cornell Capital does not have
available funds at the time it is required to make a purchase,
the Company may not be able to force it to do so.
F-9
JAG Media Holdings, Inc. and Subsidiaries
Notes To Condensed Consolidated Financial Statements
(Unaudited)
Note 4 - Issuances of common stock and stock options (continued):
Equity financing agreement (concluded):
During the three months ended October 31, 2002, Cornell
Capital was required to pay $1,050,000 and it received
4,249,639 shares of Class A common stock and the Company
received proceeds of $990,000 net of $60,000 of placement fees
as a result of the exercise by the Company of put options
pursuant to the 2002 Equity Line Agreement. The Company was
also required to issue an additional 10,000 shares of Class A
common stock to placement agents in connection with the sale
of the shares. As of October 31, 2002, the Company had the
ability to require Cornell Capital to purchase shares of its
common stock pursuant to the 2002 Equity Line Agreement at an
aggregate purchase price of $8,950,000 through August 28,
2004.
Shares issued to pay salaries:
During the three months ended October 31, 2002, the Company
agreed to issue a total of 635,604 shares of its Class A
common stock with an aggregate fair value of $240,391 to pay
salaries of which $207,132 was charged directly to expense and
$33,259 was related to future services and was charged to
prepaid expenses.
Shares issued to consultants:
During the three months ended October 31, 2002, the Company
issued a total of 100,000 shares of its Class A common stock
with an aggregate fair value of $45,000 to pay for consulting
services. The fair value of the shares was originally charged
to unearned compensation and is being amortized to expense
over the terms of the consulting agreements.
Options and warrants issued for services:
As explained in Note 7 to the Audited Financial Statements,
the Company has issued, from time to time, stock options and
warrants for the purchase of common stock to employees as
compensation and to other nonemployees, including investment
analysts and commentators that have entered into agreements to
provide the Company with financial information that is
released to subscribers, as consideration for consulting,
professional and other services. As explained in Note 2 to the
Audited Financial Statements, the Company recognizes the cost
of such issuances based on the fair value of the equity
instruments issued over the periods in which the related
services are rendered in accordance with the provisions of
Statement of Financial Accounting Standards No. 123
"Accounting for Stock-Based Compensation" ("SFAS 123").
F-10
JAG Media Holdings, Inc. and Subsidiaries
Notes To Condensed Consolidated Financial Statements
(Unaudited)
Note 4 - Issuances of common stock and stock options (concluded):
Options and warrants issued for services (concluded):
The following table reconciles the number of shares of common
stock subject to options and warrants that were outstanding at
August 1, 2002 as a result of issuances of options and
warrants to employees and nonemployees as compensation for
services to the number outstanding at October 31, 2002 and
sets forth other related information:
Number of Shares
---------------------
Series 1
Class A Class B
Common Common Range of
Stock Stock Prices
--------- -------- -------------
Options and warrants issued for services
outstanding, August 1, 2002 (A) 3,940,054 164,546 $.001 - $6.00
Options cancelled (200,000) $2.00
Options exercised (B) (10,000) $.05
--------- -------
Options and warrants issued for services
outstanding, October 31, 2002 (C)(D) 3,730,054 164,546 $.001 - $6.00
========= ======= =============
(A) The cost of the options and warrants,
determined based on their aggregate
estimated fair values at the respective
dates of issuance, was initially charged
directly to expense or to unearned
compensation and subsequently amortized to
expense.
(B) During the three months ended October 31,
2002, the Company issued 10,000 shares of
Class A common stock upon the exercise of
options and received proceeds of $500.
(C) These options and warrants also include
options for the purchase of 2,059,600 shares
of, effectively, Class A common stock
granted pursuant to the Company's 1999
Long-term Incentive Plan (the "Incentive
Plan") which provides for individual awards
to officers, employees, directors,
consultants and certain other individuals
that may take the form of stock options and
certain other types of awards for which the
value is based in whole or in part upon the
fair market value of, effectively, the
Company's Class A common stock. The number
of shares of Class A common stock that may
be subject to all types of awards under the
Incentive Plan as amended may not exceed
6,000,000 shares.
(D) These options and warrants will expire at
various dates from July 2005 through March
2012.
F-11
JAG Media Holdings, Inc. and Subsidiaries
Notes To Condensed Consolidated Financial Statements
(Unaudited)
Note 5 - Notes payable to officers:
On April 1, 2001, two executive officers loaned the Company a total of
$400,000 subject to the terms and conditions of unsecured promissory
notes that bear interest at an annual rate of 2.69%. Pursuant to the
agreements, as amended on August 15, 2002, the notes will mature on the
earlier of (i) January 31, 2003 or (ii) the effective date of a change
in control of the Company, as defined.
Note 6 - Legal proceedings:
The Company is involved in various legal proceedings. In the opinion of
management, these actions are routine in nature and will not have any
material adverse effects on the Company's consolidated financial
statements in subsequent years.
Note 7 - Subsequent events:
During the period from November 1, 2002 through December 5, 2002,
Cornell Capital was required to pay $60,000 and it received 131,579
shares of Class A common stock and the Company received proceeds of
$57,000 net of $3,000 of placement fees as a result of the exercise of
a put option pursuant to the 2002 Equity Line Agreement (see Note 4
herein). In addition, the Company issued a total of 100,000 shares of
Class A common stock, with a fair value of $74,000, to employees and
consultants in exchange for services rendered or to be rendered.
* * *
F-12
Item 2. Management's Discussion and Analysis.
Critical Accounting Policies and Estimates
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 accounting principles generally accepted in the United States
of America. The preparation of these consolidated financial statements requires
us to make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses, and related disclosure of contingent assets
and liabilities. On an on-going basis, we evaluate our estimates, including
those related to accounts receivable, equipment, stock based compensation,
income taxes and contingencies. We base our estimates on historical experience
and on various other assumptions that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates under different
assumptions or conditions.
The accounting policies and estimates used as of July 31, 2002, as outlined in
our previously filed Form 10-KSB, have been applied consistently for the three
months ended October 31, 2002.
Related party transactions
On April 1, 2002 two of our executive officers loaned JAG Media a total of
$400,000 subject to the terms and conditions of unsecured promissory notes that
bear interest at an annual rate of 2.69%. Pursuant to the agreements, as amended
on August 15, 2002, the notes will mature on the earlier of (i) January 31, 2003
or (ii) the effective date of a "Change in Control" of JAG Media, as such term
is defined in our Long-Term Incentive Plan.
Three months ended October 31, 2002 as compared to the three months ended
October 31, 2001
Revenues:
Revenues primarily consist of subscription revenues from annual, semi-annual,
quarterly and monthly subscriptions relating to our product "JAGNotes." JAGNotes
is a daily consolidated investment report that summarizes newly issued research,
analyst opinions, upgrades, downgrades, and analyst coverage changes from
various investment banks and brokerage houses. Until May 1999, JAGNotes was
faxed to a limited audience of financial professionals at an average monthly
charge of $150. During the year ended July 31, 1999, we began the process of
changing our focus to also include the retail investor by providing a variety of
investment information including but not limited to JAGNotes through our web
site. During the three months ended October 31, 2002, subscription revenues
decreased as compared to the three months ended October 31, 2001 with total
subscription revenues for the comparable periods of approximately $125,000 and
$183,000, respectively.
As explained above, in previous filings it was originally our intention to
increase subscription revenues through international expansion and increased
awareness of our U.S. web site. In addition, commensurate with the establishment
of JAGfn Broadband L.L.C. ("JAGfn") , effective August 1, 2000 we began focusing
much of our efforts on the establishment of our webcasting or real time
streaming video programming through our web site. It was our hope that this
additional service would have provided our primary source of revenues in the
form of advertising income on a going forward basis and that subscription income
would have been ancillary to our operations as a whole. However, during the year
ended July 31, 2001 we halted our international expansion plans and did not
receive any advertising income in connection with our real time streaming video
programming. As a result of this change in focus we suffered a significant
decrease in subscription revenues. We have once again re-focused our efforts on
building the awareness of our JAGNotes product and our web site in an attempt to
increase subscription revenues.
While our revenues do include revenues from other sources, such as advertising,
these other revenues are not material to our operations as a whole. In addition,
we did not generate any revenues from our subsidiary JAG Company Voice LLC
("Company Voice") during the three months ended October 31, 2002. Company Voice
was formed to provide production and distribution services to small and medium
sized publicly traded companies.
Cost of revenues:
Cost of revenues includes the cost to transmit the product over the telephone
and fax lines, on-line service charges for our web site, costs in connection
with the development and maintenance of the web site, and payments to
commentators and employees for their reports that are posted on our web site.
During the three months ended October 31, 2002, cost of revenues increased by
approximately $21,000 to approximately $198,000 from approximately $177,000
during the three months ended October 31, 2001.
The primary cause for this increase results from an approximate $106,000
increase in consulting fees from approximately $62,000 during the three months
ended October 31, 2001 to approximately $168,000 during the three months ended
October 31, 2002. The charges for the three months ended October 31, 2002 and
2001 include non-cash charges of approximately $164,000 and $363,000,
respectively, associated with the issuance of shares of our common stock in
exchange for services rendered.
This increase was offset by a decrease of approximately $44,000 associated with
the amortization of capitalized web site development costs during the three
months ended October 31, 2002. Capitalized web site development costs were fully
amortized/written off as of July 31, 2002 and, accordingly, we did not have a
similar type charge during the three months ended October 31, 2002.
In addition, costs associated with the transmission of our product over
telephone and fax lines and costs associated with the maintenance of our web
site decreased commensurate with our decrease in revenues.
Selling expenses:
Selling expenses consist primarily of advertising and other promotional
expenses. During the three months ended October 31, 2002, selling expenses
decreased approximately $19,000 to approximately $1,000 from their level of
approximately $20,000 during the three months ended October 31, 2001. This
decrease results solely from our efforts to better contain costs.
General and administrative expenses:
General and administrative expenses consist primarily of compensation and
benefits for the officers, other compensation, occupancy costs, professional
fees and other office expenses. General and administrative expenses decreased
approximately $268,000 during the three months ended October 31, 2002 to
approximately $464,000 from approximately $732,000 during the three months ended
October 31, 2001.
The decrease in general and administrative expenses is primarily attributable to
the following:
o During the three months ended October 31, 2001, we recognized
a charge of approximately $282,000 associated with the
amortization of previously unearned compensation resulting
from stock options granted to investment bankers during the
year ended July 31, 2001 in exchange for exploring business
expansion opportunities on our behalf.
o During the three months ended October 31, 2001, we paid
approximately $49,000 in settlement of liabilities incurred by
JAGfn, a former subsidiary. As JAGfn was no longer in
existence we had no recourse and, accordingly, wrote off such
expenses as a bad debt expense.
These decreases were offset by an approximate $97,000 increase in payroll
related expenses from approximately $203,000 during the three months ended
October 31, 2001 to approximately $300,000 during the three months ended October
31, 2002. The increase results from the fact that our payroll during the three
months ended October 31, 2002 was satisfied in part by the issuance of
restricted shares of our common stock. The fair value of such shares exceeded
the actual payroll liabilities.
The remainder of the decrease is attributable to our efforts to better contain
costs.
Interest expense:
During the three months ended October 31, 2002, we incurred interest expense of
approximately $2,700 associated with short-term loans from two officers.
Net loss:
Primarily as a result of the above, we had a net loss of approximately $540,000
during the three months ended October 31, 2002 as compared to a net loss of
approximately $745,000 during the three months ended October 31, 2001.
Liquidity and Capital Resources:
We had a working capital deficiency of $468,000 and a stockholders' deficiency
of approximately $423,000 as of October 31, 2002. We only generated revenues of
approximately $125,000 and $183,000 and incurred net losses of approximately
$540,000 and $745,000 during the three months ended October 31, 2002 and 2001,
respectively. Our net losses include noncash charges for, among other things,
the depreciation of equipment, the amortization of unearned compensation, the
amortization of capitalized web site development costs and the issuance of
common stock and stock options in exchange for services. Although we had net
noncash charges totaling approximately $383,000 and $440,000 for the three
months ended October 31, 2002 and 2001, respectively, we still had cash flow
deficiencies from operating activities of approximately $490,000 and $70,000 for
the three months ended October 31, 2002 and 2001, respectively. In addition, we
believe that we will continue to incur net losses and cash flow deficiencies
from operating activities through at least October 31, 2003. These matters raise
substantial doubt about our ability to continue as a going concern.
We believe that, in the absence of a substantial increase in subscription
revenues, it is probable that we will continue to incur losses and negative cash
flows from operating activities through at least October 31, 2003 and that we
will need to obtain additional equity or debt financing to sustain our
operations until we can successfully market our services, expand our customer
base and achieve profitability.
We believe that we will be able to generate sufficient revenues from our
remaining facsimile transmission and web site operations and obtain sufficient
financing from our 2002 Equity Line Agreement described below or through other
financing agreements to enable us to continue as a going concern through at
least October 31, 2003. However, if we cannot generate sufficient revenues
and/or obtain sufficient additional financing, if necessary, by that date, we
may be forced thereafter to restructure our operations, file for bankruptcy or
entirely cease our operations.
Our cash and cash equivalent position of approximately $508,000 as of October
31, 2002 results primarily from sales of shares of our common stock pursuant to
an equity line agreement described below.
On April 9, 2002, we entered into an equity line purchase agreement (the "2002
Equity Line Agreement") with Cornell Capital Partners L.P. ("Cornell Capital")
pursuant to which we have, in effect, put options whereby, subject to certain
conditions, we can require Cornell Capital to purchase shares of our Class A
common stock from time to time at an aggregate purchase price of $10,000,000.
The 2002 Equity Line Agreement became available to us on August 28, 2002, the
date a registration statement under the Securities Act of 1933, as amended,
filed by us for the registration of the shares issuable to Cornell Capital
became effective, and will remain available for a period of 24 months thereafter
unless it is terminated earlier by us in our sole discretion. The purchase price
will be 95% of the lowest closing bid price of our Class A common stock over a
specified number of trading days commencing on specified dates. Cornell Capital
shall be entitled to a cash fee equal to 5% of the gross proceeds received by
the Company from Cornell Capital in connection with each put. The timing and
amount of the required purchases shall be at our discretion subject to certain
conditions including (i) a maximum purchase price to be paid by Cornell Capital
for each put of $500,000 and (ii) a requirement that at least five trading days
must elapse before we can deliver a new put notice to Cornell Capital. We have
issued 10,000 shares of our Class A common stock to a placement agent as of the
effective date as consideration for their services in connection with the 2002
Equity Line Agreement.
During the three months ended October 31, 2002, Cornell Capital was required to
pay $1,050,000 and it received 4,249,639 shares of Class A common stock and we
received proceeds of $990,000 net of $60,000 of placement fees as a result of
the exercise by us of put options pursuant to the 2002 Equity Line Agreement. As
of October 31, 2002, we had the ability to require Cornell Capital to purchase
shares of our common stock pursuant to the 2002 Equity Line Agreement at an
aggregate purchase price of $8,950,000 through August 28, 2004.
During the three months ended October 31, 2002, options to purchase 10,000
shares of Class A common stock were exercised resulting in proceeds of $500.
On April 1, 2002, two of our executive officers loaned the Company a total of
$400,000 subject to the terms and conditions of unsecured promissory notes that
bear interest at an annual rate of 2.69%. Pursuant to the agreements, as amended
on August 15, 2002, the notes will mature on the earlier of (i) January 31, 2003
or (ii) the effective date of a "Change in Control" of JAG Media, as such term
is defined in our Long-Term Incentive Plan.
In addition, during the three months ended October 31, 2002, we issued 735,604
shares of Class A common stock with a fair value of $285,391 in exchange for
services. During the period from November 1, 2002 through December 5, 2002,
Cornell Capital was required to pay $60,000 and it received 131,579 shares of
Class A common stock and we received proceeds of $57,000 net of $3,000 of
placement fees as the result of the exercise of a put option pursuant to the
2002 Equity Line Agreement.
In addition, during the period from November 1, 2002 through December 5, 2002,
we issued 100,000 shares of Class A common stock with a fair value of $74,000 to
employees and consultants in exchange for services rendered or to be rendered.
We do not believe that our business is subject to seasonal trends or inflation.
On an ongoing basis, we will attempt to minimize any effect of inflation on our
operating results by controlling operating costs and whenever possible, seeking
to insure that subscription rates reflect increases in costs due to inflation.
The FASB and the Accounting Standards Committee of the American Institute of
Certified Public Accountants had issued certain accounting pronouncements as of
October 31, 2002 that will become effective in subsequent periods; however, we
do not believe that any of those pronouncements would have significantly
affected our financial accounting measurements or disclosures had they been in
effect during the three months ended October 31, 2002 and 2001 or that they will
have a significant effect at the time they become effective.
Item 3. Disclosure Controls and Procedures.
Our Chief Executive Officer and Chief Financial Officer have reviewed and
evaluated the effectiveness of our disclosure controls and procedures that we
have in place with respect to the accumulation and communication of information
to management and the recording, processing, summarizing and recording thereof
for the purpose of preparing and filing this quarterly report on Form 10-QSB as
of a date within 90 days before the filing date of this quarterly report. Based
on that evaluation, the Chief Executive Officer and Chief Financial Officer have
concluded that our current disclosure controls and procedures are an effective
means for timely communication of material information relating to us required
to be disclosed in the reports we file or submit under the Securities Exchange
Act of 1934, as amended.
There have been no significant changes in our internal controls or in other
factors that could significantly affect internal controls subsequent to the date
that they carried out their evaluation.
PART II
OTHER INFORMATION
Item 1. Legal Proceedings.
On June 20, 2002, JAG Media and its President and Chief Executive Officer, Gary
Valinoti, filed a complaint in the 165th District Court of Harris County, Texas
against over 150 brokerage firms, alleging, among other things, a conspiracy
among the defendants to short sell JAG Media stock. The original lawsuit was
subsequently amended on June 24, 2002 and was recently removed to the United
States District Court for the Southern District of Texas. The plaintiffs
subsequently filed a motion in United States District Court for the Southern
District of Texas to have the action remanded back to the state court where it
was originally commenced. That motion was denied and the action is proceeding in
the federal district court. The court is currently entertaining several motions
to dismiss made by various defendants. Briefing on those issues has commenced
and a decision is expected sometime early next year. Additionally, the discovery
process has begun, and the plaintiffs are currently pursuing document
production.
In this action, the plaintiffs seek an immediate accounting of all short
positions, an accounting of all profits made by the defendants in trading JAG
Media stock, disgorgement of any profits made by those defendants, actual
damages incurred as a result of the defendants' trading activities, exemplary
damages for the defendants' intentional conduct and attorneys fees and costs
incurred as a result of this litigation. In our view, unusual patterns of
trading suggest a substantial illegal short position in our shares, which we
hope to verify through various pre-trial discovery procedures.
On July 29, 2002, the same plaintiffs filed a related complaint against the same
defendants in the United States District Court for the District of Nevada. This
action alleges violations of various securities laws, including but not limited
to, sections 9 (a) and 10 (b) of the Securities Exchange Act of 1934, violations
of 18 U.S.C.A. 1962 and 1964 (commonly known as the Racketeer Influenced and
Corrupt Organizations Act), common law fraud, conspiracy and negligent
misrepresentation by the defendants. In this action, the plaintiffs seek an
accounting of all profits made by the defendants in trading JAG Media stock,
disgorgement of any profits made by those defendants, actual damages incurred as
a result of the defendants' trading activities, exemplary damages for the
defendants' intentional conduct, treble damages for the defendants' alleged RICO
violations and attorneys fees and costs incurred as a result of this litigation.
In our view, unusual patterns of trading suggest an illegal coordinated effort
to affect the price of our shares, which we hope to verify through various
pre-trial discovery procedures.
There are no currently pending material lawsuits or similar administrative
proceedings against JAG Media and, to the best of our knowledge, there is
presently no basis for any other suit or proceeding.
Item 2. Changes in Securities and Use of Proceeds.
As of April 9, 2002, we entered into a $10,000,000 Equity Line Purchase
Agreement with Cornell Capital Partners, L.P., a limited partnership managed by
Yorkville Advisors Management, LLC, a Delaware limited liability company,
pursuant to which we can put shares of our Class A common stock, which have been
registered with the SEC, from time to time, at a purchase price equal to 95% of
the lowest closing bid price for such shares over the five trading days
preceding the sale of such shares. In connection with this Equity Line Purchase
Agreement, we issued Westrock Advisors, Inc. a placement agent fee of 10,000
shares of its Class A common stock. We also have agreed to pay a 5% cash fee to
Cornell Capital payable out of each drawdown under the equity line. The
registration statement covering the shares issuable to Cornell Capital and
Westrock under the equity line was declared effective by the SEC on August 28,
2002.
During the fiscal quarter ended October 31, 2002, Cornell Capital was required
to pay $1,050,000 and it received 4,250,639 shares of Class A common stock as a
result of the exercise of put options under the equity line, and we received
proceeds of $990,000, net of $52,500 of placement fees. The per share prices and
the number of shares sold under the equity line during the period covered by
this report are as follows:
- --------------------------------------------------------------------------------
Fiscal Quarter Ended October 31, 2002
- --------------------------------------------------------------------------------
Price Per Share Number of Shares Sold
- --------------------------------------------------------------------------------
$0.33 758,576
$0.27 1,111,111
$0.21 2,380,952
- --------------------------------------------------------------------------------
$0.27 (Average Price) 4,250,639 (Total Shares Sold)
================================================================================
In addition, during the period from November 1, 2002 through December 5, 2002,
we sold Cornell Capital 131,579 shares of Class A common stock under the equity
line at a price per share of $0.456, and we received proceeds of $57,000, net of
$3,000 of placement fees.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information.
Pursuant to an amendment dated August 15, 2002 to the promissory note, dated
April 1, 2002, issued by us to Thomas J. Mazzarisi, our Executive Vice
President, Chief Financial Officer and General Counsel, in the amount of
$200,000, the maturity date of said note was extended from August 15, 2002 to
the earlier of (i) January 31, 2003 or (ii) the effective date of a "Change in
Control" of JAG Media, as such term is defined in the JAG Media Long-Term
Incentive Plan, as amended to date. The note remains issued and outstanding as
of the date of this filing.
Pursuant to an amendment dated August 15, 2002 to the promissory note, dated
April 1, 2002, issued by us to Stephen J. Schoepfer, our Executive Vice
President and Chief Operating Officer, in the amount of $200,000, the maturity
date of said note was extended from August 15, 2002 to the earlier of (i)
January 31, 2003 or (ii) the effective date of a "Change in Control" of JAG
Media, as such term is defined in the JAG Media Long-Term Incentive Plan, as
amended to date. The note remains issued and outstanding as of the date of this
filing.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
Exhibit No. Description
- ----------- -----------
99.1 Section 906 Certification of Chief Executive Officer and Chief
Financial Officer.
(b) Reports on Form 8-K.
None.
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
JAG MEDIA HOLDINGS, INC.
Date: December 16, 2002 By: /s/ Gary Valinoti
--------------------------------
Name: Gary Valinoti
Title: President and Chief
Executive Officer
Date: December 16, 2002 By: /s/ Thomas J. Mazzarisi
--------------------------------
Name: Thomas J. Mazzarisi
Title: Executive Vice President,
Chief Financial Officer
and General Counsel
CERTIFICATIONS
--------------
I, Gary Valinoti, Chief Executive Officer of JAG Media Holdings, Inc.,
certify that:
1. I have reviewed this quarterly report on Form 10-QSB of JAG
Media Holdings, Inc.;
2. Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this quarterly
report;
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:
a) Designed such disclosure controls and procedures to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being prepared;
b) Evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
c) Presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the registrant's auditors and
the audit committee of registrant's board of directors (or persons performing
the equivalent functions):
a) All significant deficiencies in the design or
operation of internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in internal
controls; and
b) Any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have
indicated in this quarterly report whether there were significant changes in
internal controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: December 16, 2002
/s/ Gary Valinoti
-----------------------------------
Name: Gary Valinoti
Title: Chief Executive Officer
I, Thomas J. Mazzarisi, Chief Financial Officer of JAG Media Holdings,
Inc., certify that:
1. I have reviewed this quarterly report on Form 10-QSB of JAG
Media Holdings, Inc.;
2. Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this quarterly
report;
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:
a) Designed such disclosure controls and procedures to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being prepared;
b) Evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
c) Presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the registrant's auditors and
the audit committee of registrant's board of directors (or persons performing
the equivalent functions):
a) All significant deficiencies in the design or
operation of internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in internal
controls; and
b) Any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have
indicated in this quarterly report whether there were significant changes in
internal controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: December 16, 2002
/s/ Thomas J. Mazzarisi
-----------------------------------
Name: Thomas J. Mazzarisi
Title: Chief Financial Officer
EXHIBIT INDEX
-------------
Exhibit No. Description
- ----------- -----------
99.1 Section 906 Certification of Chief Executive Officer and Chief
Financial Officer.
EXHIBIT 99.1
------------
Section 906 Certification
by the
Chief Executive Officer and Chief Financial Officer
Each of Gary Valinoti, Chief Executive Officer, and Thomas J.
Mazzarisi, Chief Financial Officer, of JAG Media Holdings, Inc., a Nevada
corporation (the "Company") hereby certifies that, to his knowledge:
(1) The Company's periodic report on Form 10-QSB for the period
ended October 31, 2002 ("Form 10-QSB") fully complies with the requirements of
Section 13(a) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Form 10-QSB fairly presents,
in all material respects, the financial condition and results of the Company.
CHIEF EXECUTIVE OFFICER CHIEF FINANCIAL OFFICER
/s/Gary Valinoti /s/ Thomas J. Mazzarisi
- ----------------------------------- -----------------------------------
Name: Gary Valinoti Name: Thomas J. Mazzarisi
Date: December 16, 2002 Date: December 16, 2002