U.S. SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-QSB/A
(x) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED
September 30 2000
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File No. 0-27454
-----
WORLD WIDE MOTION PICTURES CORPORATION
(Name of small business issuer in its charter)
MICHIGAN 33-0081215
(State or other jurisdiction (I.R.S. Employer
incorporation or organization) Identification No.)
2120 MAIN STREET, SUITE 180, HUNTINGTON BEACH, CA 92648
(Address of principal executive offices) (Zip Code)
(714) 960-7264
(Issuer's telephone number)
Indicate by check mark whether the registrant (1) filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the past 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
Issuer's classes of common stock as of the latest practical date:
49,729,970 shares of Common Stock (par value $.001 per share)
outstanding on September 30 2000.
Part I. Financial Information
Item 1. Financial Statements
<TABLE>
Consolidated Balance Sheets
<CAPTION>
WORLD WIDE MOTION PICTURES CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
As of September 30, 2000 and December 31, 1999
September 30, Dec 31,
2000 1999
(Unaudited) (Audited)
--------- --------
Assets
<S> <C> <C>
Cash 81,321 46,639
Accounts receivable 229,122 140,122
Note receivable 0 150,000
Completed motion pictures/
television productions 10,493,549 9,458,289
Film properties
(screenplays/teleplays) 1,735,467 1,735,467
Equipment 49,937 49,937
Other assets - 0 - - 0 -
Less accumulated depreciation (1,506,906) (1,502,742)
Total Assets $11,082,490 $10,077,712
Liabilities
Accounts payable 14,595 15,851
Common Stock payable 0 0
Preferred Stock payable 1536 50
Notes payable 16,300 16,300
Deferred credit to production costs 0 150,000
Total Liabilities 32,431 182,201
Stockholders' Equity
Common Stock $.001 Par Value,
100,000,000 shares authorized,
49,729,970 and 48,381,592 shares
issued 49,730 48,381
Preferred Stock $.01 Par Value,
1,100,000 shares authorized,
156,217 shares issued 1,562 1,312
Additional paid-in capital 20,625,876 19,519,020
Retained earnings deficit (9,627,109) (9,673,202)
Total Stockholders' Equity 11,050,059 9,895,511
Total Liabilities
and Stockholders' Equity 11,082,490 $10,077,712
<FN>
<F1>
The accompanying Notes to December 31, 1999 Consolidated
Financial Statements are an integral part of these Financial
Statements.
</FN>
</TABLE>
<TABLE>
Consolidated Statements of Income
<CAPTION>
WORLD WIDE MOTION PICTURES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
For the Nine Months Ended September 30, 2000 and 1999
(Unaudited)
Nine months ended
September 30,
-------------------
2000 1999
---- ----
<S> <C> <C>
Revenues $ 0 50,000
Operating expenses:
Depreciation 1,388 173,872
Administrative 13,040 21,635
Film reproduction and marketing 0 40,000
Total operating expense $14,428 235,507
Net income (loss) $(14,428) $(185,507)
Earnings available to common
stockholders None None
Earnings per common share,
assuming full dilution None None
<FN>
<F1>
The accompanying 1999 Notes to December 31, 1999 Consolidated
Financial Statements are an integral part of these Financial
Statements.
</FN>
</TABLE>
<TABLE>
Consolidated Statement of Cash Flows
<CAPTION>
WORLD WIDE MOTION PICTURES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
For the Nine-Months Ended September 30, 2000 and 1999
(Unaudited)
Nine months ended
September 30,
-------------------
2000 1999
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net Income (loss) $(14,428) $ (185,507)
Adjustments to reconcile net income
(loss) to net cash provided by or used
in operating activities: (137) 0
Depreciation 1,388 173,872
Changes in assets and liabilities:
(Increase) Decrease in accounts receivable 1,000 (7,370)
Increase (Decrease) in accounts payable (1,485) 12,532
Increase in Common Stock Payable (206) 0
Operating expenses paid by stock issuance 0 57,270
Net cash provided by (used in) operating
activities: (13,868) (20,203)
Financing Activities:
Increase in additional paid-in capital 26,225 0
Proceeds from issuance of stock
Common 264 12,400
Preferred 125 0
Open balance equity 1,018 0
Net increase/decrease in cash 13,764 (7,803)
Cash balances - beginning of period 67,557 28,726
as of June 30, 2000
Cash balances - as of September 30 81,321 20,923
Supplemental cash flow information
<FN>
<F1>
The accompanying Notes to December 31, 1999 Consolidated
Financial Statements are an integral part of these financial
statements.
<F2>
During the third quarter ending September 30, 2000, 206,000
common shares and no preferred shares were issued for product and
services provided by or provided to the Company.
</FN>
</TABLE
</TABLE>
<TABLE>
Consolidated Statement of Stockholders' Equity
<CAPTION>
WORLD WIDE MOTION PICTURES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
For the Nine Month Period Ended September 30, 2000
(Unaudited)
Number of Outstanding Additional Retained
Shares Par Paid-In Earnings
Common Preferred Amount Capital (Deficit) Total
-------- ----- --- ----------- --------- -----
<S> <C> <C> <C> <C> <C> <C>
Balances
Dec. 31,
1999 48,381,592 131,217 $49,693 19,519,020 $(9,673,242) $9,895,471
Balances
March 31,
2000 49,013,592 131,217 $50,326 19,559,487 $(9,683,983) $9,925,830
Balances,
June 30,
2000 49,466,067 156,217 $51,028 $20,599,651 $(9,612,681) $11,037,998
Stock Issued
Sept. 30, 2000
Cash 57,893
Services 6,000
Product 200,000
Net Profit/Loss
3 mos. Ended
Sept. 30, 2000 $( 14,428)
Balances,
Sept. 30,
2000 49,729,960 156,217 $51,292 $20,625,876 $(9,627,109) $11,050,059
<FN><F1
The accompanying Notes to December 31, 1999 Consolidated Financial
Statements are an integral part of these financial statements.
<F2>
</TABLE>
WORLD WIDE MOTION PICTURES CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(To be read in conjunction with Consolidated Financial Statements
for the year 1999)
NOTE 1 DESCRIPTION AND HISTORY OF THE BUSINESS
The Company was founded in July 1977 and incorporated December 9,
1980 under the laws of the state of Michigan. In September 1981,
the Company acquired G.L. Productions Inc. which was a
production and distribution company for short subjects,
docudramas, documentaries and industrial films, many of which
were made in conjunction with the U.S. Government. As a result
of the transaction, the Company acquired a film and television
completed product library and related film production equipment.
The transaction was facilitated by the exchange of two million
(2,000,000) shares of the Company's common stock class of
securities for 100% of the common stock of G.L. Productions Inc.
The Company has also acquired other completed motion picture and
television productions and acquired marketing/distribution
interest in additional motion picture and television productions.
The Company's total completed product library of live action
motion pictures and videotaped productions consists of 281 works
of various lengths and subject matter applicable for marketing
through various media in foreign and/or domestic markets.
In November 1983 the Company merged with the National Power
Corporation, a publicly-held corporation. The National Power
Corporation's common stock class of securities was traded on the
over-the-counter market with registered broker/dealers throughout
the United States making a market in its stock. The merger
process resulted in a change in the Company's number of shares
issued, outstanding, and authorized and a change in par value.
The Company operates and/or maintains nine wholly-owned
subsidiaries, four of which are currently active, to enhance the
operation of its core business and diversified enterprises. The
Company has an active Board of Directors which currently consists
of eighteen members of the twenty authorized, with staggered
terms, all of whom are either a chairperson or a member of one or
more of the four Board designated committees: executive, finance,
audit, and personnel.
The Company also maintains four operating committees which are
production and product development, special projects, minorities,
and standards.
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
These consolidated financial statements include the accounts of
the Company and its wholly-owned subsidiaries. It is the opinion
of management that the accompanying statements and notes thereto
present fairly the financial position of the Company and do not
contain misleading information. Because the commercial potential
of individual motion pictures and television programming varies
dramatically, and does not bear any relationship to their
production, acquisition or marketing costs, it is impossible to
predict or project a trend of the Company's income or loss.
However, the likelihood of the Company reporting losses in the
short term is increased by the industry's general method of
accounting which requires the early recognition of the entire
loss (through increased amortization) in instances where a motion
picture or television program produced or acquired is not
expected to recover the Company's investment. On the other hand,
the profit from a successful film or television production is
recognized over the entire period that revenues are generated by
that motion picture or television program. This method of
accounting may also result in significant fluctuations in
reported income or loss, particularly on a quarterly basis,
depending on the Company's release of product into the
marketplace and overall domestic/international marketing schedule
and the performance of individual motion pictures or television
programs.
The Company's revenue is derived from a variety of sources.
Currently the most significant of these sources are its fees as
packager and/or the managing production company of various film
and television projects (including feature length motion
pictures, documentaries, docudramas, and television productions),
film and television marketing & distribution fees, fees from the
licensing and/or rental of its completed film and television
product library and related entertainment industry consultation
fees.
A significant portion of the Company's assets was purchased with
the issuance of shares of its common and preferred stock. Nine
million four hundred fifty eight thousand and two hundred eighty
nine dollars ($9,458,289) of the assets is represented by the Net
Realizable Value (prior to depreciation and write-downs) of its
completed film and television product library. In the absence of
a consistent market for the securities issued, the value of the
film and television product purchased by the Company was agreed
to by the sellers and the purchaser in arms length transactions
in accordance with generally accepted accounting standards and,
additionally, internal evaluation and auditing procedures. The
films and television productions in the Company's completed
product library have uncertain future revenues that may be
expected to grow or diminish along with all of the ancillary
markets now and in the future that are available for marketing.
In some cases, individual films or television productions may be
timeless and irreplaceable; in many cases their book value is
zero having been fully amortized based on revenues received
several years ago and the inability to estimate a market value or
reasonable expected revenue. Certain of the inventory product
without book value produce income and, in light of new and
emerging technology, the Company expects additional revenue from
these sources.
The Company's film and television completed product library
consists of newly produced and historical film and videotaped
product and rights thereto purchased as an investment and/or to
be marketed by leasing and/or rental to a wide variety of
domestic and international outlets. Many film and television
libraries such as the Company's that were purchased for
investment over a span of many years, have appreciated
considerably in value as a direct result of new and emerging
technologies, revived or newly created public appeal for a
certain performer or genre, unique applications of particular
production process (special digital effects) and standard and
newly developed non-theatrical ancillary markets throughout the
world. New technological advances such as DVD (Digital Video
Disk), HDTV (High Definition Television), CD-ROM, DVD ROM, DVD
Audio and Internet applications have enhanced and are greatly
expanding resale and leasing potential of film or television
product.
The film and television product inventory of the Company is
regularly reviewed and evaluated on a film-by-film basis by the
Company's management and periodicaly appraised by outside
independent appraisal. Forecasting any film or television
project's future revenues is a difficult and uncertain art, even
for major film distributors and television syndicators. The
accounting principles and industry practices in these areas leave
unusual discretion with the film and/or television company
executives and often result in "unusual" changes in individual
periods. There is no generally accepted definitive industry
consensus for valuing motion picture and television inventory,
the value may be buried among films currently in release,
television productions currently in broadcast, film and
television productions under development or in production,
distribution/syndication contracts, participation agreements,
performer and production related contracts, and the ubiquitous
'other'. FASB Statement of Financial Accounting Standards No.
53, paragraph entitled "Inventory Valuation" states "16.
Unamortized production and exploitation costs shall be compared
with 'net realizable value' for each reporting period on a film-
by-film basis;" and in the paragraph entitled "Net Realizable
Value" it states, "Net Realizable Value" is the estimated selling
price (rental value) in the ordinary course of business less
estimated cost to complete and exploit in a manner consistent
with realization of that income". The accounting profession is
currently reviewing the problem of how to fairly report film
inventory on financial statements. Since the FASB guidelines do
not apply directly to the Company's particular situation, in an
effort to conform as closely as possible to the guidelines and in
accordance with management's recent receipt of commentary from
the Securities and Exchange Commission, the Company has revalued
its inventory of film and television product, resulting in a
reduction of net realizable value of four million and ninety one
thousand nine hundred and fifty dollars ($4,091,950) in the
stated value of such inventory on the December 31, 1997 balance
sheet. In 1998, management for a second time revalued its
inventory based on management's recent receipt of commentary from
the Securities and Exchange Commission, with an additional
appraisal of potential resale value, encompassing worthiness of
the inventory items as works of art, and potential licensing
capabilities, resulting in an additional reduction of $3,868,380
in the stated value of the net realizable value of such inventory
at December 31, 1998. The results of the reevaluations
effectuated in 1997 and 1998 resulted in a substantial reduction
in book value of approximately 51% for those items over these two
years. The 1997 revaluation and resulting reduction in value
combined with the 1998 revaluation and its resulting reduction
and value lowered the balance sheet presentation of the asset
identified as `completed motion pictures and television
products'. The Company values each film in its inventory
annually and if there is a decrease in value, the appropriate
adjustments are made to the financial statements. If there is an
increase in value, no adjustments are made in general accounting
principles. Although the Company has on its Board of Directors
and professional staff personnel qualified to estimate the value
of its film and television inventory, for internal verification
purposes, it retained the services of an independent appraiser
who reviewed the Company's film and television completed product
library, ensuring a greater measure of objectivity as regards the
carrying amount of such inventory on the Company's December 31,
1999 balance sheet.
The Company is continually negotiating with various potential
lessors, both foreign and domestic, of portions of its film and
television product library. The Company currently utilizes
certain state-of-the-art exploitation venues such as Pay-Per-
View, satellite transmission, and the Internet to expose its
catalog of library product to the public. Full marketing of the
Company's investment in its film and television product inventory
is dependent on the acquisition of additional capital.
The Company presents an "unclassified" balance sheet. Cash
includes cash on deposit in checking and savings accounts with no
cash equivalents at December 31, 1999 and 1998.
The Company reviews the current pronouncements of the accounting,
government and industry professionals. In that regard, it
continually analyzes its accounting policies to ensure that it is
current in the presentation of its financial statements,
particularly FASB Statement No. 53 referred to above, and No. 86,
89 and 121, and the Emerging Issues Task Force No. 96-6,
regarding development costs incurred after May 26, 1996, and the
possible substantial impairment of assets. The Company believes
it is not materially affected by any current issues at this time.
NOTE 3 EARNINGS PER SHARE
As a result of a net loss from operations for years ended
December 31, 1998 and 1999, there are no earnings per Common
share for such periods. As a result of such net losses, there
are no fully diluted earnings per Common share after potential
conversion of all convertible Preferred shares.
NOTE 4 TAXES
The Company presents its accounting statements on an accrual
basis. Certain state and local tax filings may differ from the
federal returns to take advantage of beneficial local tax law.
As of December 31, 1999, the Company and its subsidiaries have
sustained a cumulative net operating loss which can be offset
against future taxable income. As a result of recorded net
operating losses, the Company has not recognized any state and
federal income tax liability. The Company does not use or expect
to utilize the accelerated depreciation option available under
the U.S. Tax Code.
NOTE 5 LEGAL PROCEEDINGS
There are no material pending legal proceedings to which the
Company is a party or to which any of its assets are subject.
However, the Company is currently in ongoing negotiations for the
reimbursement of lost material which consists of eight 1" and/or
3/4" and/or digital betacam videotape and 35mm film submaster
copies of feature length motion picture and television
productions, owned or controlled by the Company, which were
maintained at a post production film and video facility. The
Company's attorneys are preparing litigation and related
processes relative to the lost material in the event the results
of the negotiations are unsatisfactory. In this regard, the
Company is seeking damages in the amount of three hundred ninety
seven thousand five hundred dollars ($397,500) for the loss of
its "stored material". Further, the co-producers with the
Company's subsidiary, World Wide Films Inc., pertaining to a
feature length film, commenced litigation to attempt to dissolve
the co-production agreement which exists between the Co-Producer
and the Subsidiary relative to the production processes of that
feature length film. The Company's management and attorneys
believed the lawsuit to be groundless and therefore, defended the
action on that basis. The matter ultimately resulted in a
favorable settlement for the Company, requiring the plaintiffs to
pay all expenses of litigation.
Although no litigation is contemplated or forseeable, various
legal actions, governmental investigations and proceedings and
claims may be instituted or asserted in the future by the Company
to protect its interest or against the Company and/or its
subsidiaries including those arising out of alleged deficiencies
in the Company's products; governmental or industry regulations
relating to safety, financial services; employment-related
matters; distributor, exhibitor, co-producer, vendor, supplier,
or other contractual relationships; intellectual property rights;
product warranties and environmental matters. Some of the
foregoing matters involve or may involve compensatory, punitive
or anti-trust or other treble damage claims in varying amounts,
environmental remediation programs, sanctions or other relief
which, if granted, would require varying expenditures.
Litigation is subject to many uncertainties, and the outcome of
individual litigated matters is not predictable with assurance.
The Company does not reasonably expect, based on its analysis,
that any adverse outcome from such matters would have a material
effect on future consolidated financial statements for a
particular year, although such an outcome is possible.
NOTE 6 SUMMARY OF CORPORATE SECURITIES MATTERS AND STOCK ISSUANCE
At December 31, 1999, all general voting power was vested in the
holders of the common stock class of securities of the Company.
At that date, the holders of common stock were entitled to one
vote per share and in that aggregate, had 100% of the general
voting power provided in the Company's Restated Certificate of
Incorporation. The Restated Certificate of Incorporation
provides that all shares of common stock share equally in
dividends (other than dividends declared with respect to any
outstanding preferred stock), except that any stock dividends are
payable in shares of common stock to holders of that class of
securities. Upon liquidation, all shares of common stock are
entitled to share equally in the assets of the Company available
for distribution to the holders of such shares. The preferred
stock class of securities of the Company ranks (and any other
oustanding preferred stock of the company would rank) senior to
the common stock in respect of dividends and liquidation rights.
Since November 1983, the Company's shares of Common Stock have
traded on the OTC (Over-the-Counter) market and is currently a
Fully Reporting publicly-held corporation. The Company's NQB
(National Quotations Bureau) call symbol is WWMP and its Standard
& Poors Cusip no. is 981536 10 5. The Company has advised its
stockholders and the public that it expects to apply for NASDAQ
quotation and/or quotations on other primary and/or secondary
exchanges as soon as practical and accordingly, files annual and
interim reports required pursuant to Section 12(g) of the
Exchange Act.
The following illustrates the Company's common and preferred stock
authorized, issued, and outstanding at December 31, 1999.
Common Stock:
Par Value $ 001
Shares Authorized 100,000,000
Shares Issued and Outstanding 48,381,592
Preferred Stock:
Series A:
Par Value (Stated Value .01) $ 10.00
Shares Authorized 100,000
Shares Issued And Outstanding 20,000
Series B-K:
Par Value
$ .01
Shares Authorized 1,000,000
Shares Issued And Outstanding 111,217
NOTE 7 SUMMARY OF SUBSIDIARIES
The Company operates and/or maintains nine wholly-owned
subsidiaries. Certain of these subsidiary corporations are used to
produce and/or market individual motion pictures or television
productions. Currently, three of the motion picture production
subsidiary corporations are active, as follows: World Wide
Productions, Inc., exists for the purpose of producing the
specialty television production tentatively entitled "Classic Car"
(in production) and the feature length motion picture tentatively
entitled "Along for the Ride" (in development); World Wide
Entertainment, Inc., exists for the purpose of producing the
feature length motion picture tentatively entitled "Mr. Corklesby"
(in development); and World Wide Films Inc., which has recently
completed the production of the feature length motion picture
entitled "Shattered Illusions" (in distribution). The Company
operates one diversified subsidiary which is related to the
Company's core industry, World Wide Film and Television Institute,
Inc. The Institute's business is the development, production,
marketing, and implementation of educational symposiums, workshops,
lectures and forums in areas covering the entertainment industry,
specifically film and television financing, packaging, production,
marketing/distribution, and the networking process that accompanies
the entertainment business. Revenue is created primarily from the
sale of tickets to these events. Primary symposiums are designed
to be held annually and to accommodate 250 - 1000 people per event.
Workshops are designed to be held in between the primary
symposiums and to accommodate a maximum of 15 individuals. The
symposium and workshop events are further designed to be duplicated
in major cities around the country when and if appropriate.
NOTE 8 SUMMARY OF STOCK OPTIONS, EMPLOYMENT CONTRACTS,
ASSOCIATES, POTENTIAL DILUTION, CONTINGENT
LIABILITY AND ACCRUED PROFESSIONAL FEES
The Company has provisions for the issuance of options to purchase
shares of its Common Lettered Stock and certain of its Preferred
Stock now issued has conversion provisions wherein the holder may
convert his/her Preferred shares to Common Lettered Stock under
certain conditions. There are one hundred and thirty one thousand
two hundred seventeen (131,217) shares of Preferred Stock
outstanding that is potentially convertible to shares of Common,
dependent upon the market price of the Common Stock as determined
by one or more exchanges. (See table below for potential
conversion of Preferred Stock to Common Stock.) The Company, from
time to time, has entered into agreements to issue its Common
Lettered Stock for certain goods and services and arrangements
beneficial to the ongoing activities of the Company. Further,
various employee contracts, non-exclusive associates agreements,
and service or purchase contracts contain provisions for stock
issuance. The Company expects to continue to enter into such
agreements subject to all applicable securities law. The potential
contingent dilution from the issuance of the above Common Stock for
these purposes is nine million four hundred and ninety eight
thousand three hundred forty (9,498,340) shares. At December 31,
1999, the Company had an unpaid contingent salary liability to its
President and Chief Executive Officer, Paul D. Hancock. Mr.
Hancock has waived the accumulated back salary of three million
eighty thousand dollars ($3,080,000). However, the corporation
expects to approve either the issuance of Preferred and/or Common
Stock or stock options as compensation therefor. Payment of accrued
and previously expensed professional fees of two hundred and sixty
nine thousand one hundred ninety one dollars ($269,191) (including
legal, accounting and financial advisory services) have been waived
by the providers of those services, who are also stockholders, and
accounted for as contributed capital.
OUTSTANDING CONVERSION RATIO FROM PREFERRED TO COMMON:
Preferred Stock
Price per Share Conversion
Common
----------------------
Par No. of Conversion Market Shares
Series Value Shares Ratio* Price After Exchange
------- ------- ------- ------- ------- -------
A $10.00 20,000 1x1 $10.00 20,000
B .01 717 1x20 10.00 14,340
C .01 1,000 1x20 3.00 20,000
D&E .01 26,000 1x20 5.00 520,000
F&G .01 51,000 1x2 5.00 102,000
H&I .01 15,000 1x10 5.00 150,000
J .01 7,500 1x20 .10 150,000
K .01 10,000 -0- -0- -0-
Totals 131,217 976,340
Preferred to Common
NOTE 10 NOTE RECEIVABLE, NOTE PAYABLE, LETTERS OF CREDIT,
LINES OF CREDIT, PROMISSORY NOTE
The Company holds a Promissory Note for one hundred fifty
thousand dollars ($150,000) from Mr. Gary T. Wittman payable to
the Company in annual installments of twenty five thousand
dollars ($25,000) each beginning April 30, 2000. The Note is
secured by a pledge of high grade stocks comprising a portion of
the Dow Jones Industrial average or similar quality securities
and are valued at December 31, 1998 at two hundred and fifty
thousand dollars ($250,000) or greater.
The Company has a note payable in the amount of sixteen thousand
three hundred dollars ($16,300). The note holder holding the
note payable has agreed to waive payment until such time that the
Company has sufficient working capital to accomplish its
objectives.
The Company was issued a standby irrevocable Letter of Credit
from the Huntington Bank, Cleveland, Ohio (now Society Bank), in
the amount of fifty thousand dollars ($50,000) to serve as a
secondary standby line of credit. The terms of the Huntington
Bank Letter of Credit required that, if utilized, the Company
would pledge as collateral a portion of its film and television
product library. If the Letter of Credit were exercised, the
resultant loan would be secured by a commensurate portion of the
Company's film and television product library. The Huntington
Bank terms also provided that the Company would continue to be
able to sell or lease any portion of the product library as long
as it retained sufficient material to secure any loans made as a
result of the Letter of Credit.
The Company currently utilizes a fifty thousand dollars ($50,000)
primary line of credit with the Wells Fargo Bank of California to
accommodate its daily cash flow needs and occasionally uses its
credit lines at other financial institutions and with its vendors
and suppliers.
NOTE 12 YEAR 2000 ISSUE
The Year 2000 issue is the result of computer programs being
written using two digits instead of four to define the applicable
year. Any of the Company's computer programs that have time-
sensitive software or facilities or equipment containing embedded
micro-controllers may recognize a date using "00" as the year
1900 rather than the Year 2000. This could cause a system failure
or miscalculations resulting in potential disruptions of
operations, including, among other things, a temporary inability
to process transactions, send invoices or engage in similar
normal business activities.
The Company has assessed its hardware and software systems, which
are comprised solely of an internal personal computer network and
commercially available software products. Based on this
assessment, the Company believes that its hardware and software
systems are Year 2000 compliant. The Company has begun to assess
the embedded system contained in its leased or expected to be
leased equipment and expects to finish this assessment by the end
of September 1999. At this time, the Company is uncertain whether
the embedded systems contained in its leased or expected to be
leased equipment are ready for the Year 2000. In addition, the
Company is contacting its key vendors, suppliers,customers and
other third parties to determine if there are any significant
Year 2000 exposures which would have a material effect on the
Company.
The Company is not yet aware of any Year 2000 issues relating to
those vendors, suppliers, customers and other third parties with
which the Company has a material relationship. There can be no
assurance, however,that the systems of those vendors, suppliers,
customers and other third parties on which the Company or its
systems rely will not present Year 2000 problems that could have
a material adverse effect on the Company.
The Year 2000 issue presents a number of other risks and
uncertainties that could impact the Company, such as disruptions
of service from critical third parties such as utilities
providing electricity, water or telephone service. If such
critical third party providers experience difficulties resulting
in disruption of service to the Company, a shutdown of the
Company's operations at individual facilities could occur for the
duration of the disruption. The Year 2000 project cost has not
been material to date and, based on preliminary information, is
not currently anticipated to have a material adverse effect on
the Company's financial condition, results of operations or cash
flow in future periods. However, if the Company, its vendors,
suppliers, customers or other third parties are unable to resolve
any Year 2000 compliance problems in a timely manner, there could
result a material financial impact on the Company.
Accordingly, management plans to devote the resources it
considers appropriate to resolve all significant Year 2000
problems in a timely manner. This assessment is estimated to be
completed no later than mid-1999. After completion of its Year
2000 assessment, the Company will develop contingency plans to
reduce its Year 2000 exposure and expects to have such
contingency plans in place by September 1999. Readers should
understand that the dates on which the Company believes the Year
2000 project will be completed are based upon management's best
estimates, which were derived utilizing assumptions of future
events, including the availability of certain resources, third-
party modification plans and other factors. However, there can be
no guarantee that these estimates will be achieved, or that there
will not be a delay in, or increased costs associated with, the
implementation of the Company's Year 2000 compliance project. A
delay in specific factors that might cause differences between
estimates and actual results include, but are not limited to, the
availability and cost of personnel trained in these areas, the
ability of locating and correcting all relevant computer codes,
timely responses to and corrections by third parties and
suppliers, the ability to implement interfaces between the new
systems and the systems not being replaced, and similar
uncertainties.Due to the general uncertainty inherent in the Year
2000 problem, resulting in part from the uncertainty of the Year
2000 readiness of third parties and the interconnection of
national and international businesses, the Company cannot ensure
that its ability to timely and cost effectively resolve problems
associated with the Year 2000 issue will not affect its
operations and business, or expose it to third party liability.
Item 2. Management's Discussion and Analysis or Plan of Operation
Management's discussion and analysis of financial condition and
results of operation should be read in conjunction with the
consolidated financial statements and related notes.
RESULTS OF OPERATIONS
The Company's revenue for the three months ending September 30,
2000 was $0 as compared to $50,000 for the comparable period of
1999. The three month period ending September 30, 2000 net loss
prior to depreciation expense was $13,040, and net loss before
depreciation for the comparable period ending 1999 of $6,852, and
after allowance for depreciation the net loss for September 2000
was $14,428 and $185,507 for 1999. For the three months ending
September 30, 2000, expenses for the Company's development,
production and distribution operations and its miscellaneous
operations totaled $13,040 compared to $21,635 for the comparable
period of 1999. The decrease in operating expenses of September 30,
2000 was primarily attributable to the marketing and distribution
of the feature length film entitled "Shattered Illusions". The
decrease in revenue attributable to the quarter 2000 is due to
decreased revenue pursuant to the temporarily limited exploitation
of the film projects "Ninth Street" and "Shattered Illusions". The
revenue and expenses of the Company are highly erratic due to the
nature of the industry; therefore, comparison between time periods
are not greatly significant. There were no resultant per share
earnings to common stockholders in September 30, 2000 and September
30, 1999. The Company derives its revenues from the licensing of
its newly created film and television productions, the licensing of
its inventory of previously produced films or television
productions and fees received for professional services provided to
the industry. The Company also receives revenue for the marketing
and distribution of product produced or owned by 3rd party
producers and production companies. The generation of revenue in
the motion picture and television industry is highly competitive
which may have a material impact on the Company's financial
statements.
<TABLE>
The following table presents operations data and selected
statistical information for the periods indicated.
<CAPTION>
Nine
Months Ended September 30,
2000 1999
---- ----
<S> <C> <C>
Revenues $ 0 $50,000
Costs and Expenses
Operating &
Administration expenses 13,040 21,635
Depreciation and amortization 1,388 *173,872
Income (Loss) $(14,428) $(185,507)
*Reflects change in method of amortizing completed film inventory
</TABLE>
The Company has presented a consolidated balance sheet which
includes five wholly-owned active subsidiaries: World Wide Films
Inc., World Wide Productions Inc., World Wide Film & Television
Institute, World Wide Entertainment Inc. and Environmental Services
Corporation. The Company's charter allows it to branch into
diversified fields of enterprise provided management concludes
there is a significant potential for profit. It is the decision of
management to continue the major portion of the Company's
operations in the motion picture and television industry, but since
the primary business objective of the Company is to increase the
value of its stockholders' equity, if and when opportunities arise
to make profits for the corporation in a diversified industry, the
Company shall investigate and if appropriate, pursue such
opportunities. The motion picture and television segment of the
Company's current or planned operations is the only segment
material to the Company's financial statements or condition.
The Company's motion picture and television participation strategy
has been to expend its resources and to set in place relationships
and contracts in preparation for the continued development,
acquisitions, production and/or marketing/distribution of quality
moderate budget feature length motion pictures, documentaries,
docudramas and television productions. The strategy additionally
includes the acquisition of screenplays and teleplays suitable for
development/packaging and completed motion pictures and television
projects for licensing and marketing/distribution opportunities for
all applicable sales territories throughout the world. At such
time that the above-referred to additional working capital is
secured, it is the Company's opinion that substantial revenue will
be generated by the existing film and television library and future
distribution of potential new product, ultimately realizing its
projected return on investment. Arrangements for participation by
the Company in various feature film and television productions for
the last 24-month period include gross and net revenue
participations in the following feature film and television
production ranging between 2-60% of worldwide revenue potential
including all markets and all media that the particular production
is distributed in.(1) In 1997, post production and distribution of
the documentary entitled THE OUTLAW TRAIL, 100 YEARS REVISITED, in
association with Western Sunset Films, an 8-year old Los Angeles
based documentary production company. (2) In 1998, development and
production of the television production entitled CLASSIC CAR, in
association with SLIM, Inc., a 4-year old Los Angeles based
television production company. Other arrangements include
marketing and distribution of a feature length film acquired by the
Company entitled CITIZEN SOLDIER originally produced by M&D
Productions, a 7-year old Los Angeles based film production
company, purchased by the Company in 1995 and providing a 60% gross
revenue participation to the Company in perpetuity. Also, in 1995,
the Company purchased thirty-seven feature film submaster
(videotape) prints from Stanley Pappas providing 20% of any gross
revenue of the product in perpetuity, and the television production
series entitled TIPS FOR BETTER HEALTH and MARKET PLACES OF THE
WORLD, both owned and produced by Pacific Pictures Inc., a 9-year
old Los Angeles based film and television production company, and
providing 5% gross revenue co-production participation to the
Company in perpetuity. Additionally in 1995, the Company licensed
to Media One Broadcasting, a 12-year old television syndication
company, for $71,000 and 40% of net revenue the right to telecast
four feature motion pictures and seventeen television productions
which the Company owns as part of its completed product library. In
1996 the Company licensed to Wittman Productions Inc., a 4-year old
Los Angeles based film production company, twenty feature films and
television productions for $75,000 and 40% of net revenue for the
right to telecast and exploit those productions which the Company
owns as part of its library. In 1995 and 1996, certain other film
and television participations of the Company included development
and packaging arrangements, the Company's review and in certain
cases, advice and counsel on screenplays and screenplay development
scenarios for the subsequent possible packaging and production and
distribution of a particular project. The most significant of these
productions, their production companies, and percentage of future
gross revenue allocated to the Company, were the feature length
film entitled CHOICE offered by production company Best Pictures
Inc., a 4-year old Los Angeles based production company, (50%); and
the feature length film entitled ALONG FOR THE RIDE offered by
production company Wittman Productions Inc., a 4-year old Los
Angeles based production company, (50%). In 2000 and 2001, the
Company expects to produce and/or distribute three or more
additional full length feature films or specialty television
projects for theatrical and ancillary worldwide exploitation. The
productions will be entirely or in large part under the
responsibility, control and ownership of the Company. All financing
for the completion of the recently completed feature length
production entitled SHATTERED ILLUSIONS featuring Morgan Fairchild,
Bruce Weitz, Richard Lynch and Dan Monahan was secured and the
production was completed and is now in distribution. The feature
length production, ALONG FOR THE RIDE and/or MR. CORKLESBY, has
approximately 50% of the financing secured and negotiations for the
remainder in process. In the month of August 1999, the Company
entered into an agreement with Jaguar Entertainment, of Los
Angeles, California, for the purpose of marketing and distributing
the feature length motion picture entitled NINTH STREET featuring
Martin Sheen and Isaac Hayes to all domestic non-theatrical
ancillary markets including home video, pay television, network
television, satellite and DVD. In the month of September 1999, the
Company entered into a Co-Distribution Agreement with RGH/Lions
Share Pictures of California for the purpose of co-distributing the
feature length motion picture entitled JIGSAW. In the month of
August 2000, the Company entered into an acquisitions agreement
with SE Larsen Productions for all right, title and interest for
two feature motion pictures entitled MALEVOLENCE and THE SECOND
COMING. Terms of the agreement also included the acquisition of all
distribution rights worldwide.
<TABLE>
The following is a table showing the comparison of balance sheet
data between 1999 and 2000.
<CAPTION>
Nine Months Ended September 30,
CATEGORY 1999 2000 % CHANGE
---- ----- --------
<S> <C> <C> <C>
Net Profit (Loss) (185,507) *(14,428) -(92)%
Assets 10,204,480 11,082,490 9%
Stockholders'Equity 10,022,301 11,050,059 10%
Liability 182,179 32,431 -82%
Net Revenues 50,000 0 -100%
Inventory 11,299,404 12,278,953 8%
*Reflects change in method of amortizing completed film inventory.
</TABLE>
The Company experienced no material changes during the first half
of 2000 regarding its operations or its financial position relative
to first half 1999. There are no seasonal or other factors
regarding the Company's intra-year operations that require
explanation of a percentile swing in inter-quarter reports.
GENERAL
In fiscal 1999 and the first half of 2000 the Company continued its
involvement in a variety of film and television projects relative
to development, acquisitions, packaging, production and
marketing/distribution activities. The Company also continued to
pursue potential diversified business opportunities that have cash
flow possibilities. Management believes that a film or television
production's economic success is dependent upon several overlapping
factors including general public appetite of a potential genre or
performer at the time of release, domestic and international
marketing philosophy, applicable usage of existing and new and
emerging technology, advertising strategy with resultant
penetration and the overall quality of the finished production. The
Company's film and television productions may compete for sales
with numerous independent and foreign productions as well as
projects produced and distributed by a number of major domestic and
foreign companies, many of which are units of conglomerate
corporations with assets and resources substantially greater than
the Company's. Management of the Company believes that in recent
years there has been an increase in competition in virtually all
facets of the Company's business. Specifically, the motion picture
industry competes with television and other forms of leisure-time
entertainment. Since the Company may for certain undetermined
markets and products distribute its product to all markets and
media worldwide, it is not possible to determine how its business
as a whole will be affected by these developments and accordingly,
the resultant impact on the financial statements. The Company has
currently obtained the investment capital to produce and/or
distribute a minimum of two full length feature films or specialty
television productions within the next two years. In addition to
the development, financing, production, and distribution of motion
picture and television product, the Company expects to continue to
exploit a portion or portions of the Company's completed film and
television library to a wide variety of distribution outlets
including network television, cable television, satellite
broadcast, pay-per-view, and home video sales. Specifically, live
action motion pictures are generally licensed for broadcast on
commercial television following limited or wide release
distribution to theatrical outlets (theaters), home video and pay
television. Licensing to commercial television is generally
accomplished pursuant to agreements which allow a fixed number of
telecasts over a prescribed period of time for a specified license
fee. Television license fees vary widely, from several thousand to
millions of dollars depending on the film or television production,
the number of times it may be broadcast, whether it is licensed to
a network or a local station and, with respect to local stations,
whether the agreement provides for prime-time or off-time
telecasting. Licensing to domestic and foreign television stations
(syndication) is an important potential source of revenue for the
Company, although in recent years the prices obtainable for
individual film and television product in domestic syndication have
declined as pay television licensing has grown. The growth of pay
television and home video technologies, i.e. DVD (Digital Video
Disk) and HDTV (High Definition television), has had an adverse
effect on the fees obtainable from the licensing of film and
television product to networks and local television stations.
Thereby potentially effecting the Company's ability to generate
substantive revenue from this particular venue; however increasing
revenue potential in other areas. Conversely, the Company may
derive revenue from the marketing and sale, either directly or
through licensees, of motion pictures and other filmed or
videotaped product on videocassette or Digital Video Disk for
playback on a television set or monitor through the use of
videocassette recorders ("VCRs"), digital video disk recorders and
continued advancements of pay television (cable), satellite
broadcast technologies, and Internet applications domestically and
internationally. The Company currently holds the distribution
rights to 278 motion picture and television titles.The revenue
competition relative to existing or pending exploitation agreements
of the Company's film and television product library and current
and future production and distribution of projects is volatile due
to the many technological and innovative changes in the industry
and also changes regularly occurring in the international economy.
LIQUIDITY AND CAPITAL RESOURCES
Although the Company experienced positive cash flow prior to
provisions for depreciation expense, the Company experienced net
losses and negative cash flow from operations for yearend 1999, and
also, as of the comparable period in 1998. At September 30, 2000,
the Company had $81,321 in cash and no cash equivalents and in the
same period, 1999, the Company had $20,923 in cash and no cash
equivalents. The Company anticipates that its existing capital
resources may be adequate to satisfy its capital requirements for
the forseeable future. However, to accomplish the Company's planned
activities, it will need to raise additional funds through public
or private financings in the form of debt or equity. The Company
has available substantial loss carry forwards for federal income
tax purposes. The exact amount of the loss carryforwards is
uncertain until the Company reaches an understanding with the
Internal Revenue Service in that regard.In order to finance its
operations, working capital needs and capital expenditures, the
Company utilized revenue from licensing fees, loans, proceeds from
the private sale of equity securities, deferred compensation,
profit participation, and equity in exchange for services and
product.
In accordance with the Securities and Exchange Commission
"Regulation D", and subject to Rule 144 restrictions, the Company
issued 57,893 shares of its common stock and no shares of its
preferred stock in third quarter ending September 30, 2000 for cash
and 206,000 shares of its common stock and no shares of its
preferred stock for product and services. For the comparable period
in 1999, the Company issued 59,000 shares of its common stock and
no shares of its preferred stock for cash and 157,000 shares of its
common stock and 10,000 shares of its preferred stock for product
and services acquired by or provided to the Company. No proceeds
from the sale of the corporation's common stock or preferred stock
has ever been used to pay compensation to employees or executives
of the Company. The Company was issued a standby irrevocable
Letter of Credit from the Huntington Bank, Cleveland, Ohio (now
Society Bank), in the amount of fifty thousand ($50,000). The terms
of the Huntington Bank Letter of Credit required that, if utilized,
the Company would pledge as collateral a portion of its film and
television product library. If the Letter of Credit were exercised,
the resultant loan would be secured by a commensurate portion of
the Company's film and television product library. The Huntington
Bank terms also provided that the Company would continue to be able
to sell or lease any portion of the product library as long as it
retained sufficient material to secure any loans made as a result
of the Letter of Credit. The Company currently utilizes a fifty
thousand ($50,000) dollar primary line of credit with the Wells
Fargo Bank of California, to accommodate its daily cash flow needs
and occasionally uses its credit lines at other financial
institutions and with its vendors and suppliers.
The Company's principal liquidity in the period ending September
30, 2000, included cash of $81,321 and net accounts receivable of
$229,122 and in period ending September 30, 1999, included cash of
$20,923 and net accounts receivable of $106,752. The Company's
liquidity position has remained sufficient enough to support on-
going general administrative expense, pilot programs, strategic
position, and the garnering of contracts, relationships and film
and television product for addition to the Company's library, and
the financing, packaging, development and production of two feature
films and specialty television projects. Although the Company
during 1998 and 1999 experienced revenue, unless the Company has an
influx of additional capital, the Company will not be able to
accomplish its planned objectives and revenue projections.
Accordingly, the Company intends to resolve and provide for its
liquidity needs as well as provide for the needed capital resources
to expand its operations through a future proposed public offering
of its common shares to the public. It is anticipated that such an
offering will commence within the next 24 months for an amount to
be determined by the Company and underwriter(s) if any. To meet the
Company's interim liquidity and capital resources needs while the
Company's contemplated public offering is being prepared and
examined, the Company is presently investigating the possibilities
of future loans and is considering future sales of unregistered
common equity to accredited investors under one or more exemptions
that provide for the same. In the event a loan is obtained, one of
the terms may provide that the same be repaid from the proceeds
derived from the Company's contemplated public offering. A primary
use of public offering proceeds would be the further exploitation
of the Company's current completed product film and television
library, participations in completed films, and the continued
development, production and marketing/distribution of new film and
television production opportunities.
<TABLE>
The following table presents equity and cash flow data for the
periods indicated.
<CAPTION>
Three Months Ended September 30,
2000 1999
----- -----
<S> <C> <C>
Stockholders' Equity $11,050,059 $10,022,301
Common Stock Outstanding 49,729,970 48,216,940
Income/Deficit (after
depreciation) (14,428) (185,507)
Accumulated Deficit (9,627,109) (9,525,952)
Cash 81,321 20,923
* Reflects reduction in net realizable value referred to below.
</TABLE>
In 1997 and 1998, management revalued its inventory based on
management's receipt of commentary from the Securities and Exchange
Commission, with an additional appraisal of potential resale value,
worthiness as works of art, and potential licensing capabilities,
resulting in a reduction in management's estimate of a net
realizable value in 1997 of $4,091,950 and in 1998 of $3,868,380.
The results of the reevaluations effectuated in 1997 and 1998
resulted in a substantial reduction in book value of approximately
51% for those items.
The Company expects its marketing operations to expand considerably
over the next three years. The current inventory and contracts
acquired by the Company are now beginning to be more vigorously
exploited. As the Company's focus moves from extensive
accumulation of product and contracts in an ownership capacity to
capital acquisition specifically for marketing purposes using
recently developed technologies. A substantial increase in income
and/or receivables are anticipated to take place beginning in the
last quarter of 1999. Although the Company is conservative
regarding its policy concerning the use of borrowed operating
capital, it is now in a position to use its reputation and contacts
in the industry to leverage operating funds profitably.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS AND MANAGEMENT'S
STATEMENT REGARDING INTERIM PERIOD ADJUSTMENTS
The statements which are not historical facts contained in this
Form 10-QSB are "forward looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, that
involve risks and uncertainties. The words "anticipate",
"believes", "expect", "intend", "may" or similar expressions used
in this Form 10-QSB as they relate to the Company or its Management
are generally intended to identify such forward looking statements.
These risks and uncertainties contained in this Form 10-QSB
include but are not limited to, product demand and market
acceptance risks, the effect of economic conditions generally and
retail/wholesale in the motion picture and television industry and
marketing conditions specifically, the impact of competition,
technological difficulties, capacity and supply constraints or
difficulties, the results of financing efforts, changes in consumer
preferences and trends, the effect of the Company's accounting
policies, weather conditions, acts of God, and other risks detailed
in the Company's Security and Exchange Commission filings. The
Company's management has made all the adjustments relative to the
fiscal yearend statements and the interim period herein, which in
the opinion of management are necessary in order to make the
financial statements not misleading.
Part II. Other Information
Item 1. Legal Proceedings
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
There are no material pending legal proceedings to which the
Company is a party or to which any of its assets are subject.
However, the Company is currently in ongoing negotiations for the
reimbursement of lost material which consists of eight 1" and/or
3/4" and/or digital betacam videotape and 35mm film submaster
copies of feature length motion picture and television productions,
owned or controlled by the Company which were maintained at a post
production film and video facility. The Company's attorneys are
preparing litigation and related processes relative to the lost
material in the event the results of the negotiations are
unsatisfactory. The Company is seeking damages in the amount of
three hundred ninety seven thousand five hundred ($397,500) dollars
for the loss of its "stored material". Further, the co-producers
with the Company's subsidiary, World Wide Films Inc., pertaining to
a feature length film initiated litigation to attempt to desolve
the Co-Production Agreement which exists between the Co-Producer
and the Subsidiary relative to the production processes of that
feature length film. The Company's management and attorneys
believed the lawsuit to be groundless, therefore resulting in a
favorable Judgment for the Company. The matter ultimately HAS
resulted in a favorable settlement for the Company, requiring the
plaintiffs to pay all expenses of litigation.
The Company's attorneys are preparing litigation and related
processes against the Company's foreign markets representative of a
feature film relative to the misappropriation of $90,000 in revenue
as a result of sales of the film in the countries of Spain and
Italy. The action is being filed in LA Superior Court and seeks
punitive and treble damages as a result of breach of contract and
fraud. This and/or other actions will be vigorously pursued
against the foreign market representative until a satisfactory
conclusion is reached.
Various legal actions, governmental investigations and proceedings
and claims may be instituted or asserted in the future by the
Company or against the Company and/or its subsidiaries including
those arising out of alleged deficiencies in the company's
products; governmental or industry regulations relating to safety,
financial services; employment-related matters; distributor,
exhibitor, co-producer, vendor, supplier, or other contractual
relationships; intellectual property rights; product warranties and
environmental matters. Some of the foregoing matters involve or
may involve compensatory, punitive or anti-trust or other treble
damage claims in varying amounts, environmental remediation
programs, sanctions or other relief which, if granted, would
require varying expenditures.
Litigation is subject to many uncertainties, and the outcome of
individual litigated matters is not predictable with assurance.
The Company does not reasonably expect, based on its analysis, that
any adverse outcome from such matters would have a material effect
on future consolidated financial statements for a particular year,
although such an outcome is possible.
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
N/A
Item 4. Submission of Matters to a Vote of Security Holders
N/A
Item 5. Other Information
N/A
Item 6. Exhibits and Reports on Form 8-K
N/A
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
--------- -----------
27.1 Financial Data Schedule
SIGNATURE
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned thereto duly authorized.
WORLD WIDE MOTION PICTURES CORPORATION
October 28, 2000 /s/ A. Robert Sobolik
A. Robert Sobolik
Executive Vice President/Treasurer
