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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB/A
(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, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-21711
The Marquee Group, Inc.
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(Exact name of small business issues as specified in its charter)
Delaware 13-3878295
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(Sate of other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
888 Seventh Avenue, New York, NY 10019
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 212-728-2000
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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, and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
At July 16, 1997, there were 8,769,162 shares outstanding of the registrant's
common stock, par value $.01 per share.
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THE MARQUEE GROUP, INC.
TABLE OF CONTENTS
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<CONTENTS>
PAGE NO.
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PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets at
March 31, 1997 (unaudited) and December 31, 1996 3
Condensed Consolidated Statements of Operations for the Three
Months Ended March 31, 1997 and 1996 (unaudited) 4
Condensed Consolidated Statements of Stockholders'
Equity for the Year Ended December 31, 1996 and
Three Months Ended March 31, 1997 (unaudited) 5
Condensed Consolidated Statements of Cash Flows for the
Three Months Ended March 31, 1997 and 1996 (unaudited) 6
Notes to Condensed Consolidated Financial Statements 7
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THE MARQUEE GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
MARCH 31, 1997 DECEMBER 31, 1996
(UNAUDITED)
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ASSETS
Current assets:
Cash and cash equivalents $ 5,285,934 $ 7,230,526
Accounts receivable 1,344,426 1,295,894
Due from related parties 75,250 138,699
Due from Celebrity Golf
Championship, LLC -- 169,100
Prepaid expenses and other
current assets 691,750 250,363
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Total current assets 7,397,360 9,084,582
Property and equipment, net 506,109 218,604
Deferred Advisory Costs 400,000 --
Other assets 157,812 57,612
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Total assets $ 8,461,281 $ 9,360,798
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued
liabilities $ 1,035,668 $ 1,134,692
Distribution payable to
stockholders 382,311 382,311
Acquisition indebtedness -
current portion 332,500 332,500
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Total current liabilities 1,750,479 1,849,503
Loan payable to officer/stockholder 121,615 121,615
Acquisition indebtedness-stockholders 1,637,500 1,637,500
Other liabilities 427,750 343,000
Commitments
Stockholders' equity:
Preferred stock, $.01 par value;
5,000,000 shares authorized, no
shares issued
Common stock, $.01 par value;
25,000,000 shares authorized,
8,769,162 shares issued and
outstanding 87,692 87,692
Additional paid-in capital 7,664,071 7,795,199
Deferred compensation (39,586) (63,334)
Accumulated deficit (3,188,240) (2,410,377)
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4,523,937 5,409,180
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Total liabilities and stockholders'
equity $ 8,461,281 $ 9,360,798
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SEE ACCOMPANYING NOTES
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THE MARQUEE GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
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<CAPTION>
THREE MONTHS ENDED MARCH, 31
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1997 1996
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REVENUE
Commissions and fee income $1,978,407 $ ---
Operating expenses 943,156 ---
General and administrative expenses 1,819,884 244,846
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Loss from operations (784,633) (244,846)
Interest income, net 6,770 ---
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Net loss (777,863) (244,846)
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Net loss per share $ (.10) $ (.12)
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Weighted average common stock and
common stock equivalents outstanding 7,494,162 2,066,662
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SEE ACCOMPANYING NOTES
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THE MARQUEE GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
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<CAPTION>
NUMBER OF COMMON ADDITIONAL DEFERRED ACCUMULATED
SHARES STOCK PAID-IN CAPITAL COMPENSATION DEFICIT TOTAL
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<S> <C> <C> <C> <C> <C> <C>
Balance - December 31, 1995 1,938,462 $19,385 $595 $ -- $ -- $ 19,980
Issuance of common stock:
Issuance to employee 50,000 500 118,750 (118,750) -- 500
Conversion of Debentures 666,662 6,667 1,993,333 -- -- 2,000,000
Public offering, net of offering costs 3,852,500 38,525 15,547,001 -- -- 15,585,526
Acquisition of Subsidiaries 2,261,538 22,615 1,487,831 -- -- 1,510,446
Distribution to acquired companies'
stockholders -- -- (10,970,000) -- -- (10,970,000)
S corporation dividend of subsidiary -- -- (382,311) -- -- (382,311)
Amortization of deferred compensation -- -- -- 55,416 -- 55,416
Net loss for the year ended
December 31, 1996 -- -- -- -- (2,410,377) (2,410,377)
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Balance - December 31, 1996 8,769,162 87,692 7,795,199 (63,334) (2,410,377) 5,409,180
Offering costs -- -- (131,128) -- -- (131,128)
Amortization of deferred Compensation -- -- -- 23,748 -- 23,748
Net loss for the three months ended
March 31, 1997 (777,863) (777,863)
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Balance March 31, 1997 (unaudited) 8,769,162 $ 87,692 $ 7,664,071 $ (39,586) $(3,188,240) $ 4,523,937
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SEE ACCOMPANYING NOTES
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THE MARQUEE GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
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<CAPTION>
MARCH 31, 1997 MARCH 31, 1996
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Net cash used in operating activities $(1,087,553) $(194,027)
Net cash used in investing activities -
Purchase of fixed assets (295,661) --
Other assets (100,200) --
Financing activities
Proceeds of loans payable to related parties 69,950 225,000
Issuance of common stock, net of
offering costs (131,128) 500
Deferred advisory costs (400,000) --
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Net cash provided from (used in) financing
activities (461,178) 225,500
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Increase (decrease) in cash and cash equivalents (1,944,592) 31,473
Cash and cash equivalents - beginning of period 7,230,524 19,980
Cash and cash equivalents - end of period $ 5,285,934 $ 51,453
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SEE ACCOMPANYING NOTES
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THE MARQUEE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES:
The Marquee Group, Inc. (the "Company"), which began operations in 1996,
was organized in the State of Delaware on July 11, 1995 for the purpose
of providing comprehensive management, marketing, sales, consulting and
production services to sports and entertainment-related businesses,
events, athletes, broadcasters, journalists and executives.
In furtherance of its business strategy, on December 12, 1996, the
Company acquired by merger, concurrently with the closing of its initial
public offering ("Offering"), Sports Marketing & Television
International, Inc. ("SMTI") which provides production and marketing
services to sporting events, sports television shows and professional and
collegiate leagues and organizations, and Athletes and Artists, Inc.
("A&A"), a sports and media representation firm. Accordingly, the
accompanying consolidated financial statements include the accounts of
its subsidiaries from December 12, 1996.
ACCOUNTING POLICIES:
The interim condensed consolidated financial statements of The Marquee
Group, Inc. are unaudited. It is the opinion of the Company's management
that all adjustments necessary for a fair statement of the interim
results presented have been reflected therein. All such adjustments were
of a normal recurring nature. Interim period results are not necessarily
indicative of results that may be expected for the entire year.
These statements should be read in conjunction with the consolidated
financial statements and related notes, which appear in the Company's
Annual Report on Form 10-K for the year ended December 31, 1996.
NET INCOME (LOSS) PER SHARE
Net income (loss) per share is based upon net income (loss) divided by
weighted average number of shares of common stock outstanding during the
year. Shares of common stock placed in escrow upon completion of the
public offering, which are common stock equivalents, have been excluded
from the calculation of earnings per share.
IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
In February 1997, the Financial Accounting Standards Board issued
statement No. 128, "Earnings Per Share", which is required to be adopted
in December 31, 1997. At that time the Company will be required to change
the method currently used to compute earnings per share and to restate
all prior periods. The impact of statement No. 128 on primary earnings
per share is not expected to be material. The Company has not yet
determined what the impact of Statement No. 128 will be on the
calculation of fully diluted earnings per share.
2. RELATED PARTY TRANSACTIONS:
In February 1997, the Company paid to Sillerman Communications Management
Corporation , a company controlled by Robert F.X. Sillerman, the Chairman
of the Company, the sum of $400,000 as an advance against investment
advisory services to be provided in connection with certain identified
acquisition opportunities.
3. CONTINGENCIES:
The Company is subject to certain legal proceedings and claims, which
have arisen, in the ordinary course of its business. In the opinion of
management, settlement of these actions, when ultimately concluded, will
not have a material adverse effect on the results of operations, cash
flows or the financial condition of the Company.
4. INCOME TAXES:
The Company has not recognized the tax benefit of its net operating loss
as realization of this benefit is not reasonably assured.
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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.
The Marquee Group, Inc.
July , 1997 /s/ Jan E. Chason
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Date Jan E. Chason
Chief Financial Officer and
Treasurer
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