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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
FOR THE TRANSITION PERIOD FROM _____________ TO _____________
COMMISSION FILE NUMBER 000-29642
FILM ROMAN, INC.
(Exact name of registrant as specified in charter)
DELAWARE 95-4585357
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
12020 CHANDLER BOULEVARD, SUITE 200
NORTH HOLLYWOOD, CALIFORNIA 91607
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (818) 761-2544
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 at least the past 90 days. YES [X] NO [_].
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the Registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. YES [_] NO [_].
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date:
As of April 30, 1998, 8,522,190 shares of common stock, par value $.01 per
share, were issued and outstanding.
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TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
<TABLE>
<CAPTION>
Page
----
<S> <C>
Item 1. Financial Statements................................................................... 3
Consolidated Balance Sheets as of December 31, 1997 and March 31, 1998 (unaudited) . 3
Consolidated Statements of Operations for the Three Months Ended March 31, 1997 and
March 31, 1998 (unaudited)........................................................ 4
Consolidated Statements of Cash Flows for the Three Months Ended March 31, 1997 and
March 31, 1998 (unaudited)........................................................ 5
Notes to Consolidated Financial Statements........................................... 6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.................................................................. 7
PART II. OTHER INFORMATION
Item 1. Legal Proceedings....................................................................... 11
Item 6. Exhibits and Reports on Form 8-K........................................................ 11
Signatures....................................................................................... S-1
</TABLE>
2
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
FILM ROMAN, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
1997 1998
-------------------- --------------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Cash and cash equivalents........................................... $ 15,986,250 $ 16,437,566
Accounts receivable................................................. 1,228,142 1,365,639
Film costs, net of accumulated amortization of
$212,107,777 (December 31. 1997) and $221,076,572 (March 31, 1998) 16,084,110 13,555,547
Property and equipment, net of accumulated depreciation and
amortization of $1,198,494 (December 31, 1997) and $1,251,634
(March 31, 1998)................................................. 535,200 578,288
Deposits and other assets.......................................... 544,927 733,185
------------ ------------
Total Assets....................................................... $ 34,378,629 $ 32,670,225
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable................................................... $ 1,009,586 $ 368,285
Accrued expenses................................................... 2,204,414 2,360,978
Deferred revenue................................................... 12,190,650 11,732,690
------------ ------------
Total liabilities.................................................. 15,404,650 14,461,953
Stockholders' equity
Preferred stock, $.01 par value, 5,000,000
shares authorized, none issued................................... -- --
Common stock, $.01 par value, 20,000,000 shares authorized,
8,454,690 shares issued and outstanding at December 31, 1997 and
8,522,190 shares issued and outstanding at March 31, 1998....... 84,548 85,223
Additional paid-in capital......................................... 36,305,684 36,305,684
Retained deficit (17,416,253) (18,182,635)
------------ ------------
Total stockholders' equity..................... 18,973,979 18,208,272
------------ ------------
Total liabilities and stockholders' equity..... $ 34,378,629 $ 32,670,225
============ ============
</TABLE>
See accompanying notes.
3
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FILM ROMAN, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
------------------
1997 1998
---------------- ------------------
<S> <C> <C>
Revenue..................................................... $ 12,095,662 $ 9,300,710
Cost of revenue............................................. 11,657,367 8,968,795
Selling, general and administrative expenses................ 1,030,441 1,305,069
-------------- --------------
Operating loss.............................................. (592,146) (973,154)
Interest income............................................. 151,718 207,447
Interest expense............................................ -- --
-------------- --------------
Net loss.................................................... $ (440,428) $ (765,707)
============== ==============
Net (loss) attributable to common stock..................... $ (440,428) $ (765,707)
============== ==============
Net (loss) per common share basic & diluted................. $ (0.05) $ (0.09)
============== ==============
Weighted average number of shares outstanding basic and
diluted..................................................... 8,449,690 8,460,690
============== ==============
</TABLE>
See accompanying notes.
4
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CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
------------------------------------
1997 1998
----------------- ----------------
<S> <C> <C>
OPERATING ACTIVITIES:
Net loss................................................................... $ (440,428) $ (765,707)
Adjustments to reconcile net loss to net cash (used in) provided by operating
activities:
Depreciation and amortization.............................................. 53,812 53,139
Amortization of film costs................................................. 11,657,367 8,968,795
Changes in operating assets and liabilities:
Accounts receivable...................................................... 2,094,603 (137,497)
Film costs............................................................... (11,121,070) (6,440,232)
Deposits and other assets................................................ (44,087) (188,258)
Accounts payable......................................................... (2,559,855) (641,301)
Accrued expenses......................................................... (346,468) 156,564
Deferred revenue......................................................... (4,741,262) (457,960)
------------ -----------
Net cash (used in) provided by operating activities.................... (5,447,388) 547,543
INVESTING ACTIVITIES:
Additions to property and equipment........................................ (27,324) (96,227)
------------ -----------
Net cash used in investing activities.................................. (27,324) (96,227)
FINANCING ACTIVITIES:
Borrowings under debt...................................................... -- --
Repayments on debt......................................................... -- --
------------ -----------
Net cash used in financing activities.................................... -- --
------------ -----------
Net (decrease) increase in cash............................................ (5,474,712) 451,316
Cash and cash equivalents at beginning of period........................... 13,738,927 15,986,250
------------ -----------
Cash and cash equivalents at end of period................................. $ 8,264,215 $16,437,566
============ ===========
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest............................................................... $ -- $ --
------------ -----------
Income taxes........................................................... $ 800 $ 800
============ ===========
</TABLE>
See accompanying notes
5
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FILM ROMAN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) - BASIS OF PRESENTATION
Film Roman, Inc., a Delaware corporation (the "Company"), currently
conducts all of its operations through its wholly owned subsidiary Film Roman,
Inc., a California corporation ("Film Roman California"). The accompanying
consolidated unaudited financial statements of the Company have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Article 10 of Regulation
S-X. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments consisting only of
normal recurring accruals necessary to present fairly the financial position of
the Company as of March 31, 1998 and the results of its operations for the three
months ended March 31, 1997 and 1998 and the cash flows for the three months
ended March 31, 1997 and 1998 have been included. The results of operations for
interim periods are not necessarily indicative of the results which may be
realized for the full year. For further information, refer to the financial
statements and footnotes thereto included in the Company's Annual Report on Form
10-K for the year ended December 31, 1997 filed with the Securities and Exchange
Commission.
(2) - NET LOSS PER COMMON SHARE
For the three months ended March 31, 1997 and 1998, the per share data is
based on the weighted average number of common and common equivalent shares
outstanding during the period. Common equivalent shares, consisting of
outstanding stock options, are not included since they are antidilutive.
In February 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard No. 128, Earnings Per Share ("SFAS
No. 128"), which is effective for annual and interim financial statements issued
for periods ending after December 15, 1997 and early adoption was not permitted.
SFAS No. 128 requires restatement of prior years' earnings per share ("EPS").
SFAS No. 128 was issued to simplify the standards for calculating EPS previously
in APB No. 15, Earnings Per Share. SFAS No. 128 replaces the presentation of
primary EPS with a presentation of basic EPS. The new rules also require dual
presentation of basic and diluted EPS on the face of the statement of operations
for companies with a complex capital structure. For the Company, basic EPS
excludes the dilutive effects of stock options and warrants. Diluted EPS for
the Company reflects all potential dilutive securities.
(3) - FILM COSTS
The components of unamortized film costs consist of the following:
<TABLE>
<CAPTION>
DECEMBER 30, MARCH 31,
1997 1998 (UNAUDITED)
------------ --------------------
<S> <C> <C>
Animated film productions released,
less amortization.......................... $ 5,041,950 $ 4,323,941
Animated film productions in process............ 10,820,744 8,844,633
Animated film productions in development........ 221,416 386,973
----------- -----------
$16,084,110 $13,555,547
=========== ===========
</TABLE>
6
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
This Form 10-Q contains certain 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. Such forward-looking statements
relate to, among other things, the 13 episodes of "The Mr. Potato Head Show"
ordered by the Fox Kids Network to debut in the fall of 1998; production fees,
services and costs; the Company's future production and delivery schedule
(including the number of episodes of programming to be produced and delivered
during the 1998-1999 television season); plans to enter into new business areas
beyond the Company's core business of animation television production; and
liquidity. These forward-looking statements are based largely on the Company's
current expectations and are subject to a number of risks and uncertainties,
including without limitation, those described under the caption "Risks Related
to the Business" in the Company's Annual Report on Form 10-K for the year ended
December 31, 1997 (the "Form 10-K.") Actual results could differ materially from
these forward-looking statements.
GENERAL
The Company creates, develops, produces and distributes high quality,
family-oriented animated television programming. Historically, the Company has
produced substantially all of its programming for third parties on a "fee-for-
services" basis. Fees paid to the Company for these production services
generally range from $300,000 to $600,000 per episode and typically cover all
direct production costs plus a profit margin. The Company has begun to produce
programming for which it controls some of the "proprietary rights" associated
with such programming (including, for example, international distribution and
licensing and merchandising rights). Fees paid to the Company for these
production services typically do not cover all direct production costs.
Generally, the Company seeks to cover at least 50% of its production costs prior
to production of its proprietary programs and seeks to cover the remaining
production costs through the exploitation of the proprietary rights associated
with these programs. As a result, the Company may recognize revenue associated
with its proprietary programming over a period of years.
The Company produces a limited number of animated television series in any
year and is substantially dependent on revenues from licensing these programs to
broadcasters. The Company's future performance will be affected by issues
facing all producers of animated programming, including risks related to the
limited number of time slots allocated to children's and/or animated television
programming, the intense competition for those time slots, the limited access to
distribution channels (particularly for programs produced by independent
studios), the declining license fees paid to producers of programming by
broadcasters and the regulations implemented by the Federal Communications
Commission governing program content. While the Company seeks to limit its
financial risk associated with its proprietary programming by obtaining
commitments prior to production to cover at least 50% of its direct production
costs, there can be no assurance that the Company will be able to cover the
balance of its production costs and overhead costs relating to production,
licensing and distribution through the exploitation of its proprietary rights.
As a result of the foregoing risks, there can be no assurance that the Company
will be able to generate revenues that exceed its costs.
The Company is currently seeking to enter into new business areas beyond
its core business of animation television production such as live action
television production, feature film production (both live action and animation)
and direct-to-video production (both live action and animation). The Company's
future performance will be affected by unpredictable and changing factors that
influence the success of an individual television program, feature film or
direct-to-video release such as personal taste of the public and critics as well
as public awareness of a production and the successful distribution of a
production. Although the Company intends to attempt to limit the risks involved
with television, film and direct-to-video production, the Company will likely be
unable to limit all financial risk, and the level of marketing, promotional and
distribution activities and expenses necessary for such production cannot be
predicted with certainty. The Company has no history of developing, producing
or distributing live action television or film productions, and there can be no
assurance
7
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that the Company can compete successfully with more established persons or
entities. Live action production involves many of the risks associated with
animation production as well as additional risks inherent to live action that
are outside of the Company's control. These risks include, but are not limited
to, the risk of strike by actors and film crew, increased union activity, delay
in production due to weather and other local conditions, inability to obtain
proper permitting at a desired site, at desired times and/or under desired
terms, and accidents or injury to actors and film crew. No assurance can be
given that the Company will produce any live action television, film or direct-
to-video productions or that, if produced, such productions will be profitable.
In the first quarter of 1998, the Company decided to reduce its fixed
overhead by outsourcing its licensing and merchandising, public relations,
promotion and advertising to third party suppliers. The Company will consider
bringing these functions in-house again, should the volume indicate that such
action would be prudent.
RECENT DEVELOPMENT
The Company is entering into an agreement with Claster Television, Inc.
("Claster Television") whereby Claster Television will license television series
rights for "The Mr. Potato Head Show" to the Company, and the Company will
produce a mixed media children's series based on the original property of
Hasbro, Inc. The Fox Kids Network has ordered an initial 13 episodes of the
series, which it intends to debut in the fall of 1998 as part of its Saturday
morning line-up. The Company will produce the episodes using a combination of
computer generated imagery, puppetry and live-action production technology. The
Company will also handle international distribution of the series and under the
terms of the proposed agreement will share in certain toy and merchandising
revenues. Hasbro, Inc. will represent worldwide licensing of characters based on
the new series. No assurance can be given that "The Mr. Potato Head Show" will
actually be produced or that the episodes will be aired by the Fox Kids Network
in the number contemplated, in the intended time slot, or at all.
THE COMPANY'S 1998-1999 TELEVISION PROGRAMMING
The Company is currently scheduled to produce 22 new episodes of The
Simpsons and 24 new episodes of King of the Hill for Twentieth Century Fox
Television for the 1998-1999 season. At the time of the Company's filing of the
Form 10-K on March 31, 1998, the major voice-over talent on The Simpsons were in
negotiations with Twentieth Century Fox Television. These negotiations have now
been successfully concluded and the major voice-over talent have been signed to
new contracts.
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1997 COMPARED TO THREE MONTHS ENDED MARCH 31, 1996
Total revenue decreased by 23%, or $2.8 million, to $9.3 million for the
quarter ended March 31, 1998, from $12.1 million for the quarter ended March 31,
1997. Total revenue decreased primarily because the Company delivered
significantly fewer episodes of programming in the first quarter of 1998 as
compared to the first quarter of 1997. The Company delivered a total of 14
episodes of programming for the quarter ended March 31, 1998 as compared to 27
episodes delivered in 1997.
The Company delivered 14 "fee-for-services" episodes during the quarter
ended March 31, 1998, compared to 17 episodes in the comparable period in 1997.
Fee-for-services revenue decreased 10%, or $0.9 million, to $8.0 million for the
quarter ended March 31, 1998, from $8.9 million in the comparable period in 1997
as a result of delivering fewer Prime Time episodes.
The Company delivered no "proprietary" episodes for the quarter ended March
31, 1998, compared to 10 episodes in 1997. "Proprietary revenue" consists of
revenue derived from the U.S. license fees paid upon the initial delivery of a
new episode of proprietary programming to a U.S. broadcaster and from the
exploitation of the proprietary rights (e.g., merchandising, licensing and/or
international distribution rights) associated with
8
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the proprietary episodes in the Company's library that were initially delivered
in prior periods. "Proprietary" revenue decreased by 71%, or $1.2 million, to
$0.5 million for the quarter ended March 31, 1998, from $1.7 million in 1997.
This decrease was a result of no "proprietary" episodes being delivered
partially offset by continued international sales of the Company's proprietary
programming in its library.
Other revenue decreased by approximately $0.8 million for the quarter ended
March 31, 1998, as compared to the quarter ended March 31, 1997, due primarily
to no revenue from the Company's interactive department which was closed down in
1997.
Total cost of revenue decreased by 23%, or $2.7 million, to $9.0 million
for the quarter ended March 31, 1998, from $11.7 million for the quarter ended
March 31, 1997. Total cost of revenue as a percentage of sales remained
constant at 96% for both 1998 and 1997.
Total selling, general and administrative expenses for the quarter ended
March 31, 1998 increased by $0.3 million to $1.3 million from $1.0 million for
the comparable period in 1997, due primarily to increased costs in the
International and Development Departments offset by lower costs in the Licensing
and Merchandising Department.
Operating loss was $1.0 million for the quarter ended March 31, 1998, as
compared to a loss of $0.6 million for the quarter ended March 31, 1997.
LIQUIDITY AND CAPITAL RESOURCES
Greater capital resources are required for the Company to develop and
produce proprietary programs, retain the proprietary rights associated with such
programs, and increase its presence in the international distribution markets.
Also, the Company believes that the successful execution of a more aggressive
and broad production strategy will require it to increase its overall
investment, including additional personnel, to augment its development and
production efforts in animated programming, computer generated animated
programming, live action television series, feature films and direct-to-video
films. The Company seeks to limit the financial risk associated with its
proprietary programming by obtaining commitments prior to production to cover at
least 50% of its direct production costs, but the Company must utilize its own
funds to cover remaining production costs and overhead costs relating to
production, licensing and distribution. The Company seeks to cover the
remaining production costs through the exploitation of the proprietary rights
associated with the programs in its library (e.g., international distribution
rights and/or merchandising and licensing). Historically, in the fourth
quarter, and to a lesser extent the third quarter, cash used in operations
typically exceeded cash generated by operations as completed shows were
delivered to broadcasters. However, the Company has begun to exploit, to a
greater extent, the international distribution rights associated with the
proprietary programs in its library. As a result, the Company expects that
cash used in or provided by operations will fluctuate greatly from quarter to
quarter, due in part, to the international sales and collections cycle related
to the programs in its library.
For the three months ended March 31, 1998, net cash provided by operating
activities was $547,543 due to non cash amortization of film cost being greater
than cash spent on film cost additions and cash generated in connection with an
increase in accrued expenses, offset by fluctuation in other operating assets
and liabilities. For the three months ended March 31, 1998, net cash used for
investing activities was $96,227 due to additions to property and equipment. No
cash was used in financing activities for the first three months of 1998.
The Company recognizes revenues in accordance with the provisions of
Financial Accounting Standards Board Statement No. 53 (FAS 53). Cash collected
in advance of revenue recognition is recorded as deferred revenue. As of March
31, 1998, the Company had a balance in its Deferred Revenue account of $11.7
million. The net cost to the Company (future receipts less future expenditures)
to finish the programs for which cash has been collected in advance and included
in deferred revenue would be approximately $300,000.
9
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Management believes that the Company's cash and cash equivalents and
anticipated cash flow from operations will be sufficient to fund the Company's
operating requirements for at least the next year.
10
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is not a party to any material legal proceedings and is not
aware of any pending or threatened litigation that, if decided adversely to the
Company, would have a material adverse effect upon the Company's business,
results of operations or financial condition.
On March 27, 1998, Mad Cow Productions, Inc. ("Mad Cow"), as assignee of
Michael Waeghe ("Waeghe"), filed a Demand for Arbitration before the Los Angeles
branch of JAMS/Endispute, Inc. ("JAMS") alleging breach of contract claims
against the Company arising out of a Writer/Producer Agreement dated as of July
17, 1995 by and between Waeghe and his partner Tino Insana, on the one hand, and
the Company, on the other hand, in connection with Blues Brothers; The Animated
Series and seeking monetary damages. The Company believes that the claims
alleged do not have merit, but in the event JAMS were to find in favor of Mad
Cow, the amount recovered would not be material.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBITS
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
+3.1 Certificate of Incorporation of Film Roman, Inc., a Delaware
corporation (the "Company")
+3.2 Bylaws of the Company
3.3 Amendment to Bylaws of the Company dated as of August 5, 1997
(Incorporated by reference to Exhibit 3.3 to the Company's form 10-Q
for the quarter ended September 30, 1997)
+4.1 Specimen Stock Certificate
+*10.1 Employment Agreement dated as of August 7, 1995 by and between Film
Roman, Inc., a California corporation ("Film Roman California") and Mr.
Phil Roman
+*10.2 Employment Agreement dated as of January 2, 1996 by and between Film
Roman California and Mr. Gregory Arsenault (Exhibit 10.5)
+*10.3 Employment Agreement dated as of August 1, 1997 by and between Film
Roman California and Mr. Jon Vein (Incorporated by reference to Exhibit
10.48 to the Company's Form 10-Q for the quarter ended September 30,
1997)
*10.4 Terms of Executive Employment Agreement dated as of August 22, 1997 by
and between the Company and Mr. David Pritchard (Incorporated by
reference to Exhibit 10.4 to the Company's Annual Report on Form 10-K
for the year ended December 31, 1997)
10.5 Intentionally Omitted
10.6 Intentionally Omitted
*10.7 Stock Option Plan of the Company (Incorporated by reference to Exhibit
10.7 to the Company's Annual Report on Form 10-K for the year ended
December 31, 1997)
+*10.8 Form of Non-Qualified Stock Option Agreement for Employees
+*10.9 Form of Incentive Stock Option Agreement for Employees
10.10 Intentionally Omitted
+10.11 Lease for Registrant's headquarters and studio in North Hollywood,
California
10.12 Intentionally Omitted
10.13 Intentionally Omitted
11
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EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
+10.14 Agreement dated December 11, 1990, between Film Roman, Inc. and Alevy
Productions, Inc.
+10.15 Series Production Agreement dated as of April 27, 1990 between Fox
Children's Network and Film Roman, Inc.
+10.16 Agreement dated as of June 20, 1995, between Film Roman, Inc. and
Starstream Limited
+10.17 Amendment dated December 18, 1992 between Film Roman, Inc. and Fox
Children's Network
+10.18 Amendment dated March 22, 1994 between Film Roman, Inc. and Fox
Children's Network
+10.19 Agreement dated October 5, 1994 between Flying Heart, Inc. and Film
Roman, Inc.
+10.20 Agreement dated February 20, 1996 with Live Film and Mediaworks, Inc.
and Film Roman, Inc.
+10.21 Letter Agreement dated January 9, 1995 with Agreement dated November
22, 1993, revised December 9, 1994, December 13, 1993, June 23, 1994
and August 1, 1994 between Fox Children's Network ("FCN") and Film
Roman, Inc.
+10.22 Agreement dated June 1, 1995, between Fox Children's Network and Film
Roman, Inc.
+10.23 Amendment dated March 1, 1996 to the Agreement dated as of November 22,
1993 between Fox Children Network and Film Roman, Inc.
+10.24 Agreement dated September 12, 1994 between Film Roman, Inc. and Tone
Loc, Inc.
+10.25 Agreement dated as of May 7, 1993 between Film Roman, Inc. and Adelaide
Productions, Inc.
+10.26 Amendment dated as of May 18, 1994 revised as of June 14, 1994 between
Film Roman, Inc. and Adelaide Productions, Inc.
+10.27 Amendment dated as of June 20, 1994 revised as of July 7, 1994 between
Film Roman, Inc. and Adelaide Productions, Inc.
+10.28 Agreement dated November 9, 1993 between Film Roman, Inc. and Felix The
Cat Creations, Inc.
+10.29 Agreement dated as of June 28, 1994 between CBS Entertainment and Film
Roman, Inc.
+10.30 Agreement dated September 27, 1994 between Felix The Cat Creations,
Inc. and Film Roman, Inc.
+10.31 Letter Agreement dated June 6, 1995 between Felix The Cat Corporation
and Film Roman, Inc.
+10.32 Agreement dated September 1, 1995 between Felix Comics, Inc. and Film
Roman, Inc.
+10.33 Agreement dated November 20, 1995 between Felix The Cat Creations, Inc.
and Film Roman
+10.34 Amendment to Output Distribution Agreement dated February 1, 1994
between Film Roman, Inc. and Taurus Film GmbH & Company
+10.35 Output Distribution Agreement dated as of September 1, 1994 between
Film Roman, Inc. and Taurus Film GmbH & Company
+10.36 Agreement dated April 1, 1991 between United Media/Mendelson Production
and Film Roman, Inc. re: Prime Time Television special
+10.37 Agreement dated April 1, 1991 between United Media/Mendelson Production
and Film Roman, Inc. re: Saturday Morning Series
+10.38 Co-Production Agreement dated June 11, 1993 between Canal Plus and
Bluebird Toys (the U.K.) Limited and Film Roman, Inc. regarding Mighty
Max
+10.39 Agreement dated April 12, 1994 between Canal Plus and Bohbot
Entertainment Worldwide, Inc. and Film Roman, Inc
+10.40 Form of Agreement between Film Roman, Inc. and Threshold Entertainment
+10.41 Agreement dated as of January 29, 1992 between Film Roman, Inc. and
20th Television (Exhibit 10.43)
+10.42 Agreement dated as of March 7, 1996, between Film Roman, Inc. and LUK
International (Exhibit 10.44)
+10.43 Agreement dated as of May 22, 1996, between Film Roman, Inc. and
Canal-Plus--Spain (Exhibit 10.45)
12
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EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
+10.44 Co-Production Agreement between Television Espanola, S.A. and Film
Roman, Inc. (Exhibit 10.46)
21.1 Subsidiaries of the Registrant (Incorporated by reference to Exhibit
21.1 of the Company's Annual Report on Form 10-K for the year ended
December 31, 1997)
27 Financial Data Schedule
------------------------------
+Incorporated by reference to the similarly numbered exhibit (or to the exhibit
number listed in parentheses) to the Company's Registration Statement on
Form S-1 (Registration No. 333-03987) as filed with the Securities and
Exchange Commission on September 30, 1996.
*Management contract or other compensation plan or arrangement.
(b) REPORTS ON FORM 8-K.
No reports on Form 8-K were filed by the Company during the quarter
ended March 31, 1998.
13
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: May 15, 1998
FILM ROMAN, INC.
By: /s/ Phil Roman
------------------------------------
Phil Roman
President, Chief Executive Officer and Director
By: /s/ Greg Arsenault
------------------------------------
Greg Arsenault
Senior Vice President - Finance and Administration
S-1
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED FINANCIAL STATEMENTS OF FILM ROMAN, INC., AS OF AND FOR THE THREE
MONTH PERIOD ENDED MARCH 31, 1997, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 16,437,566
<SECURITIES> 0
<RECEIVABLES> 1,365,639
<ALLOWANCES> 0
<INVENTORY> 13,555,547
<CURRENT-ASSETS> 0
<PP&E> 1,829,922
<DEPRECIATION> 1,251,634
<TOTAL-ASSETS> 32,670,225
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 85,223
<OTHER-SE> 18,123,049
<TOTAL-LIABILITY-AND-EQUITY> 32,670,225
<SALES> 9,300,710
<TOTAL-REVENUES> 9,300,710
<CGS> 8,968,795
<TOTAL-COSTS> 8,968,795
<OTHER-EXPENSES> 1,305,069
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 207,447
<INCOME-PRETAX> (765,707)
<INCOME-TAX> 0
<INCOME-CONTINUING> (765,707)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (765,707)
<EPS-PRIMARY> (0.09)
<EPS-DILUTED> 0.0
</TABLE>
