SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
Annual Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 31, 1998
INTERNATIONAL MEDIA HOLDINGS, INC.
F/K/A SUCCESS DEVELOPMENT INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Florida
333-42499
59-3307487
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
9799 Old St. Augustine Road
Jacksonville, Florida 32257
(Address of principal executive offices)
(904) 886-2985
Registrant's telephone number, including area code
SUCCESS DEVELOPMENT INTERNATIONAL, INC.
(former name or former address, if changed since last report)
U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1998
Or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from ___________ to _____________.
Commission File No. 333-42499
INTERNATIONAL MEDIA HOLDINGS, INC.
F/K/A SUCCESS DEVELOPMENT INTERNATIONAL, INC.
(Name of small business issuer in its charter)
Florida 59-3307487
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation)
9799 Old St. Augustine Road
Jacksonville, Florida 32257
(Address of principal executive offices) (Zip Code)
(904) 886-2985
(Issuer's telephone number)
Securities Registered Under Section 12(b) of the Exchange Act:
None None
(Title of Each Class) (Name of Each Exchange on which Registered.)
Securities Registered Under Section 12(g) of the Exchange Act:
Common Stock (par value $.001 per share)
(Title of Class)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act 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 [ ] No [ X ]
Indicate by check mark if the disclosure of delinquent filers pursuant to
Item 405 of Regulation S-B is not contained in this form, and no disclosure
will be contained, to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [ X ]
The issuer's revenues for its most recent fiscal year ending on December 31,
1998 was Four Million Seven Hundred Sixty-five Thousand Two Hundred Sixty-
seven and No/100 Dollars ($4,765,267.00).
The aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of
December 31, 1998 was Five and 50/100 Dollars ($5.50) per share.
(Issuers involved in bankruptcy proceeding during the past five years)
Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court. Yes [ ] No [ ]
The number of shares outstanding of the Registrant's common stock on December
31, 1998 was 11,459,657 shares.
DOCUMENTS INCORPORATED BY REFERENCE
None.
Transitional Small Business Disclosure Format (check one): Yes [ ] No [ X ]
TABLE OF CONTENTS
Part I Page
Item 1. Description of Business 1
Item 2. Description of Property 4
Item 3. Legal Proceedings 4
Item 4. Submission of Matters to a Vote of Security
Holders 6
Part II
Item 5. Market for Common Equity and Related
Stockholder Matters 6
Item 6. Management's Discussion and Analysis and
Results of Operation 7
Item 7. Financial Statements 10
Part III
Item 8. Changes In and Disagreements With Accountants
in Accounting and Financial Disclosure 10
Item 9. Directors, Executive Officers, Promoters
and Control Persons; Compliance with Section
16(a) of the Exchange Act 10
Item 10. Executive Compensation 12
Item 11. Security Ownership of Certain Beneficial
Owners and Management 13
Item 12. Certain Relationships and Related Transactions 13
Item 13. Exhibits and Reports on Form 8-K 15
Part I
Item 1. DESCRIPTION OF BUSINESS
Success Development International, Inc. ("Company") was incorporated in
Florida in 1995 and serves as a holding company for its five (5) operating
subsidiaries, The LeGrand Group, Inc. ("LGI"), Results Publishing, Inc.
("RPI"), Telstar Consulting, Inc. ("TCI"), SDI Direct Corporation ("SDI
Direct") and SDI Internet Services, Inc. ("SDI Internet").
LGI was incorporated in Florida in 1989 for the purpose of marketing and
distributing information about real estate investment.
RPI was incorporated in Nevada in 1995 for the purpose of sponsoring
workshops and seminars about the LeGrand Group, Inc.'s financial products and
business opportunities. RPI became a Florida corporation in 1995 pursuant to
a merger with a wholly-owned subsidiary of Company set up for that specific
purpose.
TCI was incorporated in Nevada in 1995 for the purpose of supplying
telemarketing sales for LGI and other third party products and services. TCI
subsequently became a Florida corporation pursuant to a merger with a wholly-
owned subsidiary of Company set up for that specific purpose.
SDI Direct was incorporated in Florida in 1998 for the purpose of creating
and marketing products and services primarily through television infomercials.
SDI Internet was incorporated in Florida in 1998 for the purpose of creating
an Internet presence for Company through its web site. The web site provides
information to interested parties about Company's products and services.
Valley Print and Mail, Inc., a wholly owned subsidiary of Company, was
incorporated in Nevada in 1998 for the purpose of merging with and into a
printing company located in Nevada. This subsidiary was not operational.
Company, as a whole, produces, markets and distributes information,
educational and financial products and services to small businesses and their
owners. The products and services are designed to help customers create,
increase and maintain real estate and other home-based businesses. Company
intends to increase the marketing and distribution of the existing products
and services, to expand into more lines of products and services, and to make
specific alliances with or acquisitions of companies that will fit Company's
strategy.
Company's customers include a broad spectrum of consumers from beginning
entrepreneurs looking for the skills to achieve financial independence to
experienced entrepreneurs looking to enhance their existing plans and protect
existing assets. The products and services are sold through several media,
including direct mail, telemarketing, an Internet Web Site, periodical
advertising, television, radio, direct sales and customer word of mouth.
Company believes its ability to teach this information in an understandable,
easy-to-follow format has enabled it to achieve its present size.
Maintaining its commitment to quality customer support and relationships with
customers is necessary, in management's opinion, to achieve further expansion
and long-term profitability in the market for informational, educational and
financial products and services.
Business Strategy
Based on management's view of the market and what Company's customers want,
Company has adopted the following strategy to expand its business:
1. Obtain and create exclusive content for marketable products and services.
2. Build a large portfolio of products and services in categories in which a
significant market share can be achieved.
3. Expand distribution of products and services through new outlets and media.
Products and Services
Company focuses on providing information, educational and financial products
and services for small businesses and their owners with an in-place follow-up
support system. Management believes that success in its industry requires a
solid foundation of proven products and services together with a strong
ongoing customer support system. Company's management believes that Company
fits this profile, since its products and services are based upon methods and
systems used by it as authors and lecturers for many years together with its
commitment to continuing customer service.
Company produces, markets and distributes information, education and financial
products and services to small businesses and their owners. The products and
services are designed to help customers create, increase and maintain real
estate and other home-based businesses. Company intends to increase the
marketing and distribution for the existing products and services and to
expand into more lines of products and services.
Company currently has various products. The Fast Cash With Quick Turn Real
Estate is Company's introductory product used to generate interest in
Company's other products and services. It provides an overview of methods by
which to profit in the real estate business.
The Cash Flow Systems are Company's mid-level products and contain sixteen
audio cassette tapes, a written transcript, a workbook and computer software
containing forms for use by the customer. There are three Cash Flow Systems:
(i) Wholesale/Retail Cash Flow System; (ii) For Sale by Owner Cash Flow
System; and (iii) Lease/Option Cash Flow System.
Company also conducts Boot Camps that offer hands-on training in the three
Cash Flow Systems discussed above. In addition to receiving the materials
provided with the Cash Flow Systems, Boot Camp participants have the option
of attending live training courses for one year following their purchase of
the product. In addition, Company promotes and sponsors various conferences
throughout the United States that feature speakers on various topics ranging
from real estate investment and management, business planning, reducing your
taxes and protecting your assets.
Joint Ventures, Strategic Alliances and Acquisitions
Company intends to seek joint ventures with businesses in related markets.
Company will consider additional forms of strategic alliances with other
companies, as well as possible acquisitions.
Sales And Marketing
Company's basic marketing strategy is to acquire customers throughout the
United States and in Canada at little or no cost to Company by selling them a
low-priced ($19-$49) product or a one-day workshop designed to educate the
purchaser and create a desire to purchase additional products and services
from Company. Management's experience has been that many customers purchase
additional products and services in ensuing years. Thus, the lifetime value of
the customer is significantly greater than just the purchases in the initial
year of contact.
As of December 31, 1998, direct mail and telemarketing represents the
majority of Company's marketing efforts. Initial leads generated through the
mailings are directed to TCI, Company's telemarketing subsidiary or to
telemarketing firms under contract with Company. Company also uses its web
site (http://www.success-di.com), to advertise its products and services and
to provide information about its upcoming events.
Company advertises in local newspapers and industry-related magazines. Radio
and television "Infomercials" are used to promote its conferences and sell its
products and services. Company also uses radio advertising targeted
geographically to coincide with upcoming events.
During conferences, Company sells additional programs, books, video tapes and
audio tapes. Generally, fifty percent (50%) of the proceeds from the sale of
Speaker-developed items are paid to speakers. Company believes that its
programs have met with such high customer satisfaction ratings that its
current customers are one of its best referral sources.
Competition
In management's view, the financial and personal development information
industry, while large, is highly fragmented into many niches with some
competitors being successful in only certain niches, and with no company
having acquired dominance in the industry.
Company competes primarily with a large number of privately-owned,
educational and publishing companies providing personal and financial
development information through a variety of media. Some of Company's
competitors have greater financial, marketing, distribution, technical and
other resources than Company. Company regards Anthony Robbins & Associates,
Nightingale-Conant Corporation, American Marketing Systems, Inc., David G.
Phillips Publishing Company, Inc., Agora, Inc., Whitney Leadership Group and
The Hume Group, Inc. as its closest competitors in the financial and personal
development market.
Government Regulation
Company's business is subject to regulation under the Telemarketing and
Consumer Fraud and Abuse Prevention Act and state laws applicable to
telemarketing activities. Management believes that it is in substantial
compliance with all of the foregoing federal and state laws and the
regulations promulgated thereunder. Any claim that Company was not in
compliance could result in judgments or consent agreements that would require
Company to modify its marketing program. In the worst cases, enforcement of
fraud laws can result in forcing a business to close and subject the business
and its management and employees to criminal prosecution and civil damage
actions.
Employees
As of December 31, 1998, Company had 34 full-time employees and 11 part-time
employees. Company's employees are not represented by a labor union and are
not subject to any collective bargaining arrangement. Company has never
experienced a work stoppage, and Company believes that it has good relations
with its employees and contractors.
Item 2. DESCRIPTION OF PROPERTY
Company, through its subsidiary LGI, owns the building in which its
headquarters is located at 9799 Old St. Augustine Road, Jacksonville, Florida
32257. This office building contains approximately 14,008 square feet of
space and is occupied entirely by Company and its subsidiaries. Management
believes that this building will provide adequate office space to meet
Company's needs for the foreseeable future.
Company, through LGI, also owns two properties located at 3001 and 3003
Hartley Road, Jacksonville, Florida 32257. Company leases one of these
buildings as office space to two tenants under lease agreements with one on a
month-to-month basis and another through June 30, 2001 subject to renewal
options. Company currently receives rent of $2,800.00 and $3,253.00 per
month for the properties, respectively. The buildings contain 3,789 and 3,626
square feet, respectively.
All of Company's properties are security for mortgage loans and are held in
land trusts.
Item 3. LEGAL PROCEEDINGS
There are no material legal proceedings to which Company is a party or in
which Company's property is the subject. The only legal proceedings against
the Company are set forth below:
(a) Company is the defendant in the civil action titled The Marketing Group,
Inc. v. Success Development International, Inc., Case Number 98-2582-
GTV, filed on October 28, 1998 and currently pending in the United States
District Court for the District of Kansas. In that action the plaintiff, The
Marketing Group, Inc. (the "Marketing Group") has alleged that Company
breached a contract which called for the Marketing Group to provide
creative services and develop a marketing plan for Company. The amount
claimed to be due to the Marketing Group in the action is $105,000.00, but
the Marketing Group has informally indicated that it may be willing to
settle its claim for a smaller sum. Company denies the Marketing Group's
allegations and is vigorously defending the action. Company maintains
that there was no final contract and that the Marketing Group is not
entitled to be compensated for any work that it did perform because such
work was not of acceptable quality.
(b) On January 28, 2000, a majority of stockholders, by written consent under
Florida law, removed Daniel S. Pena, Sr., the former Chairman of the
Board of Directors of Company (the "Former Chairman") for actions they
considered detrimental to the welfare of Company. Soon after his
removal, the Former Chairman commenced an action against Company
and its current President (Mr. David A. Reecher), Vice-President (Mr. Ray
Rach), Chief Financial Officer (Mr. Jose A. Alvarez), and a Board
Member (Mr. Ron LeGrand) (the majority stockholders that had taken the
action by written consent). The Former Chairman sought no affirmative
relief from Company, but sought relief from one or more of the other
defendants for alleged breach of fiduciary duty, conversion of corporate
funds, constructive fraud, usurpation of corporate opportunity, waste of
corporate assets, conspiracy to defraud and breach of contract.
Company filed a motion to dismiss. Prior to hearing such motion, the
Former Chairman amended his action. The complaints included
allegations against the President and Chief Financial Officer for actions
alleged to have taken place while they were not involved with Company.
The plaintiff had been the Chairman of the Board for the entire period of
most of the allegations. Company filed an amended motion to dismiss on
April 13, 2000.
On April 19, 2000, Company filed suit against the Former Chairman and
three of his related companies alleging certain improprieties with regard to
the actions that were taken that led to the Former Chairman's dismissal, as
well as the interference with advantageous business relationships resulting
from the effect of a series of letters sent by the Former Chairman
addressed to stockholders, creditors, acquisition candidates, Company
vendors and business relationships. The suit further alleges he has posted
these letters (as well as other confidential Company information) on a
website.
Special counsel has been retained by Company in connection with this
action. Company would be responsible for the payment of the fees of the
special counsel with respect to the claim against the named directors in the
event the directors are successful.
Company intends to vigorously defend the lawsuit filed by the Former
Chairman, and to vigorously pursue its claims against the Former
Chairman. The ultimate outcome of these matters is not presently
determinable.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS
No matters were submitted to a vote of security holders during the fourth
quarter for Company's 1998 fiscal year.
PART II.
Item 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
Public Market
Company was in the process of completing its initial public offering with
Company's common stock being sold at $5.50 per share. There is no public
trading market for Company's common stock.
Broker-Dealer
Company entered into a Letter Agreement dated February 4, 1998 (the
"Agreement") with Attkisson, Carter & Akers, Incorporated, a registered
securities broker-dealer (the "Broker-Dealer"). Under the Agreement, Company
is employing the Broker-Dealer as its exclusive agent to sell its stock.
All subscription payments for shares must be delivered by the Broker-Dealer
to the Escrow Agent. A written confirmation along with a copy of the Share
Purchase Agreement is mailed by the Broker-Dealer to each subscriber or
purchaser within fifteen (15) business days of receipt by the Broker-Dealer.
Stock certificates will be issued to subscribers after the final date for
purchase through the offering.
As reflected in the prospectus dated February 18, 1998, the offering will end
on the earlier of the following: the sale of the maximum amount, twelve
months after the date of the prospectus or the date on which Company decides
to close the offering. The offering period closed by mutual agreement on
January 31, 1999.
Company has agreed to pay the Broker-Dealer a sales commission of ten percent
(10%). The Broker-Dealer may offer the shares through other dealers who are
members of the National Association of Securities Dealers, Inc., and may
grant concessions to or otherwise allow such dealers such proportion of the
ten percent commission as the Broker-Dealer may consider proper. In
addition, Company has agreed to provide to the Broker-Dealer, for no monetary
consideration, options (the "Options") to purchase up to 50,000 shares at an
exercise price of $5.50 per share on the basis of one Option for each ten
shares sold in the offering. Broker-Dealer was issued 11,333 Options to
purchase Company common stock as of December 31, 1998. The Options are
exercisable during the five year period commencing on the date of the
prospectus (the "Option Exercise Term"). During the Option Exercise Term,
the holders of the Options are given, at no cost, the opportunity to profit
from a rise in the market price of Company's Common Stock. To the extent
that the Options are exercised, dilution to the interest of Company's
stockholders will occur. The Options will not be transferred, assigned,
pledged or hypothecated for a period of one year from the effective date of
the offering except to officers or partners of the Broker-Dealer and members
of any selling group and/or their officers or partners. Any profit realized
by the Broker-Dealer on the exercise of the options and the ensuing sale of
the underlying shares of common stock may be deemed additional compensation
to the Broker-Dealer.
Company has agreed to indemnify the Broker-Dealer against liabilities
incurred by the Broker-Dealer by reason of any untrue statement of a material
fact contained in Company reporting statements or by reason of the omission
of a material fact necessary in order to make the statements, in light of the
circumstances, not misleading, where such information relates to or was
furnished by Company in writing.
Number of Holders/Dividends
The number of holders of record of Company's common stock on December 31, 1998
was approximately 150. Company has only one class of stock as of December 31,
1998. In addition, Company has never declared a dividend and does not
presently intend to pay any dividends. Future dividends, if any, will depend
on Company's profitability, financial condition, capital requirements and
other considerations determined by the Board of Directors. Any future
agreements with lenders may also restrict Company's ability to pay dividends.
Use of Proceeds
The net proceeds available to Company from the sale of shares in the offering
through December 31, 1998 was $490,442. Company has used the net proceeds
for marketing and advertising,(1) payment of accounts payable and working
capital.
(1) An amount equal to $324,478 in the aggregate was loaned on a short term
basis to Mr. Ron LeGrand, Mr. Raymond Rach (and/or Mr. Rach's IRA) and a
shareholder who was neither a director nor a member of management in 1998.
Mr. LeGrand and Mr. Rach and/or his IRA then made loans to one of Company's
subsidiaries for marketing and advertising expenses. The loans and the
treatment of these loans are more fully described in Item 12 below.
Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS AND RESULTS OF
OPERATIONS
The following discussion and analysis of Company's consolidated results of
operations for the years ended December 31, 1997 and 1998 is based upon and
should be read in conjunction with, the financial information set forth in
the Consolidated Financial Statements, including their notes, included
elsewhere in this report.
Results Of Operations
Year Ended December 31, 1998 Compared To Year Ended December 31, 1997
Revenues decreased $605,205, or 11.3%, to $4,765,267 in 1998 from $5,370,472
in 1997. The decrease resulted primarily from Company's focus on
restructuring Company's internal operations, during which time sales and
marketing campaigns did not produce the desired results.
Cost of product sales and direct operating expenses increased $17,520 or 0.6%
to $2,751,802 in 1998 from $2,734,282 in 1997. The increase resulted
primarily from increased advertising and direct mail marketing, which
increased $98,419, or 18.6% to $626,766 from $528,347 and included the
development of an infomercial to be used in national TV campaigns. Certain
direct costs were relatively fixed and therefore did not decrease in relation
to a percent of revenues.
General and administrative expenses increased $147,370, or 7.2%, to
$2,201,672 in 1998 from $2,054,302 in 1997. The increase in expenses was
attributable to the upstart of two additional enterprise operations, which
will facilitate the sales of Company's products, including the establishment
of an internet presence.
Depreciation and amortization expenses decreased $8,211, or 7.9%, to $95,980
in 1998 from $104,191 in 1997, primarily due to the use of accelerated
methods of depreciation, which increased depreciation in the early years of
the asset's life.
Interest expense decreased $93,520, or 53.0%, to $82,956 in 1998 from
$176,476 in 1997, primarily attributed to the conversion of various notes
payable and accrued interest to stock.
During 1998, Company engaged an outside agency to negotiate settlements of
past due trade accounts payable. The firm was able to negotiate settlements
of approximately $101,000 on debts of approximately $256,000. The agency
charged a fee related to these services of approximately $51,000. The result
was a gain on restructuring debt of $104,000, which has been presented as an
extraordinary item.
Liquidity and Capital Resources
Liquidity and capital resources have traditionally been financed through
operating cash flow, private placement of convertible debt and issuance of
stock.
Cash management is a key element of our operating philosophy and future
strategic plans. Even while under capitalized, we have managed cash flow
sufficiently given the turnover rate of our current liabilities.
In our opinion, working capital is sufficient to meet our present working
capital needs. We have historically grown at a fast pace despite being under
capitalized. We will use the available funds in the manner which we feel
will best produce revenues and profitability. Our emphasis will be to focus
on effective marketing programs.
In early 1999, the Company merged with Great Wisdom Publishing, Inc. (GWP).
The merger was effected through a transfer of stock. The management of GWP
has continued as the management of Company. As a result of the merger, the
new management expects to obtain operating efficiencies by combining similar
functions. This will allow Company to pursue additional funds through
financing activities and equity capital.
Operating activities used $369,836 in cash for 1998 as compared to cash
provided by operating activities of $196,493 in 1997. The cash used by
operating activities resulted from the start up of two additional and new
business activities - SDI Direct Corporation in the second quarter and SDI
Internet Services Inc. in the third quarter as well as reducing accounts
payable and accrued expenses by $115,223.
During 1998 and 1997, our investing activities consisted primarily of
investment in property and equipment representing net cash used in 1998 of
$3,066 and $15,508 for 1997.
Financing activities in 1997 included the issuance of $138,161 of convertible
notes, which were payable 270 days from the date of their issuance. All
notes are convertible into our common stock at a conversion rate of one share
of common stock for each $1.00 of principal amount of the notes. The
conversion of the notes is subject to the legal registration of the shares
issuable upon conversion or an applicable exemption from such registration.
During 1997, the holders of notes totaling $265,866 converted these notes
into common stock in exchange for cancellation of the debt and accrued
interest into 316,174 shares of common stock in 1997. In 1998, $124,422 in
notes payable plus interest were converted to 139,141 shares of common stock.
Also in 1997, $192,400 of other notes payable and accrued interest was
converted into 201,615 shares of common stock.
During 1998, Company completed its initial public offering and the net
proceeds of the offering were $490,442 through 1998.
We have approximately $1,100,000 in net operating loss carryovers from 1998
and prior years available to reduce future taxable income which expire in the
years 2010 through 2018. Utilization of the net operation loss carryovers is
subject to the separate return limitation year ("SRLY") restrictions for
consolidated tax returns, and realization is dependent upon Results
Publishing, Inc. and Telstar, Inc. generating sufficient separate taxable
income to utilize the net operating losses. A valuation allowance was
established for the deferred income tax asset because it is probable the
deferred tax asset will not be realized. As time passes, management will be
able to better assess any benefit it may realize from using the loss
carryforward.
As shown in the accompanying consolidated financial statements, Company
incurred a net loss of $263,143 during the year ended December 31, 1998.
As of that date, Company's current liabilities exceeded its current assets by
$1,548,603. Current liabilities included $251,971 payable to related parties
that Company expects to continue to delay payment of and $489,593 of unearned
revenue for which Company expects to continue at or near that level. In
connection with the merger previously discussed, Company had a change in
management. The new management of Company has developed plans to return to
profitability by restructuring existing liabilities, instituting various cost
saving measures, implementing an aggressive media campaign, and limiting
acquisitions to those that can be obtained through equity or long-term debt.
EFFECT OF INFLATION. Company's income and profitability is not affected
positively or adversely by inflation.
Item 7. FINANCIAL STATEMENTS
The information required by this Item is attached as Appendix A.
Item 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS IN
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
Part III
Item 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF
THE EXCHANGE ACT
The following persons were the executive officers and directors of Company as
of December 31, 1998:
<TABLE>
<CAPTION>
Name Age Position Director
Since
<S> <C> <C> <C>
Daniel S. Pena, Sr. 52 Director and Chairman (1) (5) 1995
Shawn M. Casey 38 Chief Executive Officer,
President, Secretary, Director
and Vice Chairman (1) (8) 1995
Raymond Rach 63 Director and Vice President (2) 1995
Ralph E. Vroman, Jr. 38 Director (3) 1998
Jarrell D. Ormand 78 Director (4) (7) 1996
Hugh L. Carey 76 Director (4) (6) 1996
- - - - - - - - - - - - - - - - - - - - - - -
<FN>
(1) Member of Executive Committee
(2) Member of Audit Committee
(3) Terminated as CFO on December 3, 1998 and not re-elected as director on
March 9, 1999.
(4) Member of Compensation Committee
(5) Member was removed from Board January 28, 2000 (see Item 3, Litigation)
(6) Member resigned from Board in April 1999
(7) Member resigned from Board in November 1999.
(8) Member resigned from Board and his position as Vice-Chairman in September
1999
</TABLE>
Directors of Company serve staggered three year terms, so that two directors
are elected each year. Following is a brief description of the background of
the officers and directors of Company based on information provided by them
to Company.
Daniel S. Pena, Sr., joined The LeGrand Group, Inc. in early 1995 as a
director and Chairman of the Board. He became a director of Company in
April, 1995, and Chairman of the Board of Company in November, 1995.
Since 1992, Mr. Pena has been the controlling shareholder and chairman of
Great Western Development Corporation, a publishing company. Mr. Pena
founded Great Western Resources, a publicly held natural resources company,
in 1982 and served as its Chief Executive Officer and Chairman until 1992.
From 1979 to 1982, Mr. Pena was chairman and CEO of JPK Industries, a natural
resources company. From 1977 until 1979, Mr. Pena held the position of Vice
President at the investment banking firm of Bear Stearns and Co. in Los
Angeles, California, and from 1975 until 1977, that of Director of Financial
Planning at Paine Webber Jackson & Curtis in Los Angeles, California. He was
a member of the board of trustees, California State University, Northridge,
where he graduated in 1971 with a B.S. in Business Administration.
Shawn M. Casey, Esq., joined The LeGrand Group, Inc. as General Counsel and
Conference Director in January, 1995. Since November, 1995, he has served as
President, Chief Executive Officer and Secretary of Company. He became a
director of Company in April, 1995. In August, 1997, he was elected Vice-
Chairman of the Board of Directors. From 1989 until 1994, Mr. Casey
conducted a solo law practice in Pittsburgh, Pennsylvania focused primarily on
real estate and business matters. At the same time, he was a shareholder and
President of Emerald Settlement Services, Inc., a title insurance agency in
Pittsburgh, Pennsylvania. He founded Dream Development Corporation in 1993
to sponsor and promote seminars, workshops and information products. He
graduated from the University of Scranton in Pennsylvania with a B.A. in
Communications in 1981, and received his Juris Doctor degree from Duquesne
University in 1985.
Raymond Rach joined The LeGrand Group, Inc., as President in January, 1993.
Mr. Rach served as President of Company from April, 1995 until November,
1995, when he became President of Telstar Consulting, Inc., Company's
telemarketing subsidiary, and a Vice President of Company. He has served as
a director of Company since April, 1995. Prior to joining The LeGrand Group,
Inc., Mr. Rach spent five years, from 1987 to 1992, as Executive Vice President
with Budd Mayer Corporation, one of the nation's largest regional food
brokerage firms.
Jarrell D. Ormand joined Company in July, 1996 as a Director. From 1963 to
1990, Mr. Ormand was the Chairman and Chief Executive of Ormand Industries,
Inc., a publicly-traded American Stock Exchange company whose interests
included advertising, container manufacturing, apparel, auto leasing, and
electronics. From 1955 to 1958, Mr. Ormand was on the Board of Directors of
the America Petroleum Institute of the Permian Basin (West Texas and New
Mexico). Mr. Ormand is currently a director of Centinela Hospital, a
nonprofit hospital based in California. Since 1990, Mr. Ormand has been
retired.
Governor Hugh L. Carey joined Company in August, 1996 as a Director. From
November 1974 to November 1982, Mr. Carey served as governor of the State of
New York. From 1982 to December 31, 1995, Mr. Carey was an Executive of W.R.
Grace & Co., a holding company. From January 1, 1996 to present, Mr. Carey
is Of Counsel to the law firms of Whitman Breed Abbott & Morgan and Heinrich
Gordon Hargrove Weihe & James, P.A.
Ralph E. Vroman, Jr. joined Company in January, 1997 as Controller. In
September 1997, he was promoted to Chief Financial Officer. Prior to joining
Company, Mr. Vroman served as Controller for Dixie Sales Company, an
international wholesale distributor for Polaroid Corporation, in
Jacksonville, Florida, from 1994 to 1997. From 1986 to 1994, Mr. Vroman was
a financial consultant with FLC Associates, in Tampa, Florida. He consulted
to General Electric, General Motors, Publix, Schnucks and other large
corporations. He is a Chartered Financial Analyst with multiple degrees in
Business Administration, Finance, Economics, Computers and German. Mr.
Vroman was terminated as Chief Financial Officer of Company on December 3,
1998.
Key Employee
Ron LeGrand, 51, founded The LeGrand Group, Inc. in 1989. He was President
and a Director of The LeGrand Group, Inc. until January 1995 and President,
Secretary, Treasurer and a Director of Results Publishing, Inc. until
November 1995. He resigned as a Director of Company in March 1996. An
active real estate entrepreneur, Mr. LeGrand has bought and sold more than
1,100 single family houses over the last 13 years. Based upon this personal
experience, Mr. LeGrand developed many of the courses and programs offered by
Company today. In addition, Mr. LeGrand speaks nationally, teaching his real
estate investing and management methodology as Company's programs.
Item 10. EXECUTIVE COMPENSATION
For the fiscal years set forth below, the following executive officers were
the most highly compensated executive officers of Company:
ANNUAL COMPENSATION
<TABLE>
<CAPTION>
Name/Principal Year Salary Bonus Other Annual
Position Compensation
<S> <C> <C> <C> <C>
Shawn Casey, 1998 $108,272 -0- $214,886*
President/CEO 1997 $147,253 -0- $147,010*
1996 $ 70,968 -0- $285,459*
Raymond Rach, 1998 $244,374 -0- -0-
Vice President 1997 $133,914 -0- -0-
1996 $261,908 -0- -0-
Ron LeGrand 1998 $231,801 -0- -0-
1997 $115,438 -0- -0-
1996 -0- -0- $227,400*
Daniel S. Pena, 1998 -0- -0- $ 17,235*
Chairman 1997 -0- -0- $ 2,959*
1996 -0- -0- $ 24,803*
<FN>
* See contractual arrangements described in Item 12, Certain Relationships
</TABLE>
Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The table below presents certain information regarding beneficial ownership of
Company's common stock (Company's only voting security) as of December 31,
1998, by (i) each shareholder known to Company to own, or have the right to
acquire within 60 days, more than 5% of the outstanding shares of common
stock, (ii) each executive officer and director of Company, and (iii) all
executive officers and directors as a group.
<TABLE>
<CAPTION>
Name Number of No. of Shares Which Total Shares Percent
Shares May be Acquired Beneficially of Class
Owned Within 60 Days Owned
<S> <C> <C> <C> <C>
Ron LeGrand (a) 5,586,982 125,000 5,711,982 40.22%
Daniel S. Pena (b) 2,250,000 1,000,000 3,250,000 22.88%
Raymond Rach (a) 773,179 125,000 898,179 6.32%
Shawn M. Casey (a) 600,000 1,075,000 1,675,000 11.79%
Hugh L. Carey (c) 120,000 0 120,000 .008%
Jarrell D. Ormand (d) 120,000 0 120,000 .008%
Ralph E. Vroman (e) 0 0 0 0%
All Directors and 3,863,179 2,200,000 6,063,179 42.69%
Executive Officers
as a Group
(6 persons)
Total Shares 11,459,657 2,743,433 14,203,090 100%
Outstanding/
Vested Options
<FN>
(a) Business Address: 9799 Old St. Augustine Road, Jacksonville, Florida 32257
(b) Business Address: 11622 Dorrance Lane, Stafford, Texas 77477
(c) Business Address: 200 Park Avenue, New York, New York 10166
(d) Home Address: 577 Perugia Way, Los Angeles, California 90077
(e) Home Address: 3800 South University Boulevard, Jacksonville, Florida 32216
</TABLE>
Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Shawn M. Casey, Company's President and Chief Executive Officer, is the sole
shareholder and president of Dream Development Corporation ("DDC"). Under an
arrangement with Company, DDC accrued 70% of the gross sales price of its
products sold at Company events at which Mr. Casey is a speaker and 49% of
the gross sales price of its products otherwise sold by Company. DDC is
responsible for paying Mr. Casey's travel expenses (except for travel to
certain conferences, which are paid by Company), product costs, event costs
and shipping and related costs. DDC received from Company, pursuant to this
arrangement, $285,459 in fiscal year 1996, $147,010 in fiscal year 1997 and
$214,886 in fiscal year 1998.
Ron LeGrand, who is beneficially the owner of 5,711,982 shares, is the sole
shareholder and president of Northside Funding, Inc. ("NFI"). Under an oral
contract with Company which terminated in December 1996, NFI received 40% of
the gross sales price of certain products sold at Company events at which Mr.
LeGrand was a speaker. NFI earned from Company, pursuant to this
arrangement, $227,400 in fiscal year 1996. All products or services which
Mr. LeGrand has created, or will create, during his employment with Company
are the exclusive property of Company. In addition to creating new products
for Company, Mr. LeGrand helps create and maintain the material included in
the "Cash Flow Systems" and "Boot Camps," described in Item 1, teaches at the
"Boot Camps," assists in creating and planning marketing campaigns, and
speaks on behalf of Company at many workshops and seminars throughout the
United States and Canada. Company owed Mr. LeGrand $145,610 for compensation
accruals from 1996 and 1997.
Mr. Ron LeGrand originally executed a promissory note in the amount of and
received $99,495.00 from Company or one of its subsidiaries in May of 1998.
Mr. LeGrand pledged as collateral 18,090 shares of Company's common stock he
purchased pursuant to the initial public offering. In June of 1998, Mr.
LeGrand loaned Company $99,495.00. These amounts were offset and considered
repayment of the promissory note made to Company.
A shareholder who was neither a director nor a member of management received
a loan in the amount of $124,998 from Company on May 28, 1998, which was
secured by 22,727 shares of Company's common stock that such shareholder
purchased pursuant to the initial public offering. Mr. LeGrand had certain
personal obligations to this non-management shareholder. As of May 28, 1998,
Company owed Mr. LeGrand $145,610 for compensation accruals from 1996 and
1997. Mr. LeGrand agreed to offset the shareholder's obligation to Company
with Mr. LeGrand's compensation accruals in the amount of $124,998 as of May
28, 1998 leaving no balance due to Company from the shareholder. As of June
3, 1998, Company still owed Mr. LeGrand accrued compensation in the amount of
$20,611. Mr. LeGrand received checks/advances from Company totaling
$10,939.76 from September through December 1998 leaving a balance of $9,672
owed to Mr. LeGrand by Company. Mr. LeGrand received additional checks/
advances totaling $42,244 from January through June 1999. This eliminated
any balances owed to Mr. LeGrand and instead Mr. LeGrand owed Company $32,572
as of June 30, 1999. The balance of $32,572 was converted to a promissory
note with recourse at 9% per annum interest as of June 30, 1999. Interest
from July 1, 1999 through January 31, 2000 of $1,710 will be added and
payments of $2,998 for 12 months will be repaid to Company by Mr. LeGrand.
Mr. Raymond Rach and/or his IRA received a loan from Company or one of its
subsidiaries in the amount of $99,984 in June, 1998 secured by 18,179 shares
of Company's common stock that was purchased pursuant to the Company's
initial public offering. Mr. Rach deposited $50,000 from the loan into
Company in June of 1998. As of June 30, 1998, Company owed Mr. Rach a
balance of $51,319.00 for compensation accruals from 1996. These amounts
have been offset against the monies received by Mr. Rach with a net balance
due to Mr. Rach of $1,334 as of June 30, 1998. Mr. Rach has received checks
from Company totaling $17,395 from July 1, 1998 through March, 1999 and Mr.
Rach owes Company $16,060 as of June 30, 1999. Interest at 9% from July 1,
1999 through January 31, 2000 of $843 will be added to the balance. Mr. Rach
will pay $1,000 in February 2000 and begin payment on a Promissory Note with
recourse at 9% per annum interest starting March 1, 2000 over twelve equal
payments.
Mr. Daniel S. Pena, Company's Chairman and a director, is the controlling
shareholder and Chairman of Great Western Development Corporation ("Great
Western"). Under an arrangement with Company, Great Western receives 75% of
the gross sales price of products sold at Company-sponsored events. Great
Western and/or Mr. Pena received from Company, pursuant to this arrangement,
$24,803 fiscal year 1996, $2,959 in fiscal year 1997 and $17,235 in fiscal
year 1998.
Item 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits Required by Item 601 of Regulation S-B
<TABLE>
<CAPTION>
Exhibit
Number
<S> <C>
1 Agency Agreement between Company and Attkisson, Carter & Akers
is incorporated by reference to the indicated exhibit to Company's
Form 10-QSB (File Number 333-42499) Filed on November 13, 1998
2 Amended and Restated Articles of Incorporation are incorporated by
reference to the indicated exhibit to Company's Definitive 14A File
Number 333-42499 Filed on March 1, 1999
10.1 Executive Stock Option is incorporated by reference to the indicated
exhibit to Company's Form 10-QSB (Filed Number 333-42499) Filed
on November 13, 1998
10.2 Incentive Stock Option Agreement is incorporated by reference to the
indicated exhibit to Company's Form 10-QSB (File Number 333-
42499) filed on November 13, 1998
10.3 Restricted Stock Agreement is incorporated by reference to the
indicated exhibit to Company's Form 10-QSB (File Number 333-
42499) Filed on November 13, 1998
10.4 Employment Agreement is incorporated by reference to the indicated
exhibit to Company's Form 10-QSB (File Number 333-42499) Filed
on November 13, 1998
10.5 Long Term Incentive Plan is incorporated by reference to the indicated
exhibit to Company's Form 10-QSB (File Number 333-42499) Filed
on November 13, 1998
</TABLE>
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the last quarter of the period covered
by this report.
Signature
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
INTERNATIONAL MEDIA HOLDINGS, INC.
f/k/a SUCCESS DEVELOPMENT
INTERNATIONAL, INC.
Date: June 8, 2000 By: /s/ Jose A. Alvarez
Jose A. Alvarez, CPA
Executive Vice President,
Chief Financial Officer
APPENDIX A
INTERNATIONAL MEDIA HOLDINGS, INC.
f/k/a SUCCESS DEVELOPMENT INTERNATIONAL, INC.
CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1997
JAMES MOORE & CO., P.L.
CERTIFIED PUBLIC ACCOUNTANTS
INDEPENDENT AUDITORS' REPORT
The Board of Directors of
International Media Holdings, Inc.:
We have audited the accompanying consolidated balance sheets of International
Media Holdings, Inc. and subsidiaries f/k/a Success Development International,
Inc. ("the Company") as of December 31, 1998 and 1997, and the related
consolidated statements of operations, stockholders' deficit and cash flows
for the years then ended. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the consolidated financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the
consolidated financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall consolidated financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of International Media Holdings, Inc. and subsidiaries f/k/a Success
Development International, Inc. as of December 31, 1998 and 1997, and the
results of their operations and cash flows for the years then ended in
conformity with generally accepted accounting principles.
//S// James Moore & Co.
Daytona Beach, Florida
December 28, 1999, except for Notes (15) and (16) which are as of April 19, 2000
INTERNATIONAL MEDIA HOLDINGS, INC.
f/k/a SUCCESS DEVELOPMENT INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1998 AND 1997
<TABLE>
<CAPTION>
1998 1997
ASSETS
<S> <C> <C>
Current assets
Cash and cash equivalents $ 103,306 $ 45,716
Inventories $ 72,572 $ 49,307
Prepaid expenses $ 18,091 $ 18,295
Total current assets $ 193,969 $ 113,318
Property and equipment, net $ 970,963 $1,049,759
Other assets
Receivables from employees and others $ 31,905 $ 28,316
Other $ 55,717 $ 72,044
Total other assets $ 87,622 $ 100,360
Total Assets $1,252,554 $1,263,437
<CAPTION>
LIABILITIES AND STOCKHOLDERS' DEFICIT
<S> <C> <C>
Current liabilities
Accounts payable and accrued expenses $ 856,439 $1,049,409
Accounts payable to management and
stockholders $ 251,971 $ 323,953
Current portion of long-term debt $ 144,569 $ 372,658
Unearned revenue $ 489,593 $ 526,491
Total current liabilities $1,742,572 $2,272,511
Long-term debt, less current portion $ 721,994 $ 569,627
Total liabilities $2,464,566 $2,842,138
Commitments and contingencies (Notes 14 and 15)
Stockholders' deficit
Common stock, $.001 par value;
25,000,000 shares authorized in
1998 and 1997, 11,459,657 and
11,206,789 shares issued and
outstanding in 1998 and 1997,
respectively $ 11,460 $ 11,207
Additional paid in capital $1,422,916 $ 793,513
Accumulated deficit ($2,646,388) ($2,383,245)
Unearned compensation - restricted
stock - ($ 176)
Total stockholders' deficit ($1,212,012) ($1,578,701)
Total Liabilities and
Stockholders' Deficit ($1,252,554) ($1,263,437)
</TABLE>
INTERNATIONAL MEDIA HOLDINGS, INC.
f/k/a SUCCESS DEVELOPMENT INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
Revenues $4,765,267 $5,370,472
Operating expenses
Cost of product sales and direct
operating expenses $2,751,802 $2,734,282
General and administrative $2,201,672 $2,054,302
Total operating expenses $4,953,474 $4,788,584
Income (loss) before interest, income
taxes, depreciation, amortization,
extraordinary item and cumulative effect
of a change in accounting principle ($ 188,207) $ 581,888
Other expenses
Interest expense $ 82,956 $ 176,476
Depreciation and amortization $ 95,980 $ 104,191
Total other expenses $ 178,936 $ 280,667
Income (loss) before income taxes,
extraordinary item and cumulative effect
of a change in accounting principle ($ 367,143) $ 301,221
Provision for income taxes
Income taxes - $ 113,000
Benefit of net operating loss
carryforward - ($ 113,000)
Total provision for income taxes - -
Income (loss) before extraordinary item
and cumulative effect of a change in
accounting principle ($ 367,143) $ 301,221
Extraordinary item - gain on
restructuring of debt $ 104,000 -
Cumulative effect of accounting changes - ($ 25,283)
Net Income (Loss) ($ 263,143) $ 275,938
Income (loss) before extraordinary item
and cumulative effect of a change in
accounting principle per common share
Primary ($ .03) $ .03
Fully diluted ($ .03) $ .03
Net income (loss) per common share
Primary ($ .02) $ .03
Fully diluted ($ .02) $ .03
</TABLE>
INTERNATIONAL MEDIA HOLDINGS, INC.
f/k/a SUCCESS DEVELOPMENT INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
<TABLE>
<CAPTION>
Unearned Total
Common Common Additional Compensation Stock-
Stock Stock Paid In Accumulated Restricted holder's
Shares Amount Capital Defecit Stock Defecit
<S> <C> <C> <C> <C> <C> <C>
Balance,
December
31, 1996 10,355,000 $10,355 $267,309 ($ 2,659,183) ($550) ($2,382,069)
Issuance of
common stock
to a stock-
holder in
exchange for
various copy-
rights 500,000 500 - - - 500
Conversion of
15% notes
payable and
accrued
interest 316,174 316 315,858 - - 316,174
Conversion of
18% notes
payable and
accrued
interest 201,615 202 201,413 - - 201,615
Restricted
common stock
- restrictions
expired - - - - 199 199
Restricted
common stock
- forfeited (175,000) (175) - - 175 -
Stock issued
as payment on
accounts
payable 9,000 9 8,933 - - 8,942
Net income - - - 275,938 - 275,938
Balance,
December
31, 1997 $11,206,789 11,207 793,513 (2,383,245) (176) (1,578,701)
Employee
stock
options
exercised 400 1 72 - - 73
Conversion of
15% notes
payable and
accrued
interest 139,141 139 139,002 - - 139,141
Restricted
common stock
- restrictions
expired - - - - 176 176
Shares issued
pursuant to
public
offering 113,327 113 490,329 - - 490,442
Net loss - - - (263,143) - (263,143)
Balance,
December
31, 1998 11,459,657 $ 11,460 $1,422,916 ($2,646,388) $ - ($ 1,212,012)
</TABLE>
INTERNATIONAL MEDIA HOLDINGS, INC.
f/k/a SUCCESS DEVELOPMENT INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
Increase (Decrease) in Cash and Cash Equivalents
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ (263,143) $ 275,938
Adjustments to reconcile net income
(loss) to net cash provided by
(used in) operating activities:
Depreciation and amortization 95,980 104,191
Gain on restructuring of debt (104,000) -
Effect of accounting changes - 25,283
Change in assets and liabilities:
Receivables from employees and others (3,589) (17,816)
Inventories (23,265) 25,911
Prepaid expenses 204 10,687
Other assets 80,098 38,901
Accounts payable and accrued expenses (115,223) (61,528)
Unearned revenue (36,898) (205,074)
Total adjustments (106,693) (79,445)
Net cash provided by (used in)
operating activities (369,836) 196,493
Cash flows from investing activities:
Purchases of property and equipment (3,066) (15,508)
</TABLE>
INTERNATIONAL MEDIA HOLDINGS, INC.
f/k/a SUCCESS DEVELOPMENT INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
Increase (Decrease) in Cash and Cash Equivalents
(Continued)
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
Cash flows from financing activities:
Proceeds from long-term debt $ 700,000 $ 305,881
Payment of loan issuance costs (39,629) -
Repayment of long-term debt (702,438) (324,518)
Accounts payable to management
and stockholders (81,654) (96,786)
Proceeds from public offering 623,302 -
Payment of costs related to
stock offering (69,089) (63,771)
Net cash provided by
(used in) financing activities 430,492 (179,194)
Net increase in cash and
cash equivalents 57,590 1,791
Cash and cash equivalents,
beginning of year 45,716 43,925
Cash and cash equivalents,
end of year $ 103,306 $ 45,716
Supplemental disclosure of
cash flow information:
Cash paid during the year for:
Interest $ 76,200 $ 126,418
</TABLE>
Noncash investing and financing activities:
During 1998 and 1997, the Company entered into various capital leases for
equipment for $11,350 and $54,337, respectively.
During 1998 and 1997, long-term debt and accrued interest was converted to
common stock and additional paid in capital in the amount of $139,141 and
$517,789, respectively.
During 1997, 500,000 shares of common stock were issued to a stockholder for
various copyrights.
During 1997, 9,000 shares of common stock were issued as payment on accounts
payable of $8,942.
(1) The Company and Its Operations:
Success Development International, Inc. ("the Company") was incorporated
April 7, 1995 for the purpose of forming a holding company structure for The
LeGrand Group, Inc. ("LeGrand"), Results Publishing, Inc. ("Results"),
Telstar Consulting, Inc. ("Telstar"), SDI Direct Corporation, ("SDI Direct")
and SDI Internet Services, Inc. ("SDI Internet"). As disclosed in Note (14),
the Company was acquired on March 31, 1999 and was renamed International
Media Holdings, Inc.LeGrand develops and sells a variety of real estate
related educational materials. Results organizes and promotes general
business conferences designed to provide participants with real estate and
other home based business opportunities. Telstar conducts various
telemarketing services for the Company. SDI Direct facilitates sales of
Company products through infomercials. SDI Internet facilitates sales of
Company products through the Internet. These operations are conducted
throughout the United States.The consolidated financial statements include
the accounts of the Company and its wholly-owned subsidiaries. Upon
consolidation, all material intercompany balances and transactions have been
eliminated.
(2) Summary of Significant Accounting Policies:
The following is a summary of the more significant accounting policies and
practices of the Company which affect the accompanying consolidated financial
statements:
(a) Cash and cash equivalents-For purposes of the consolidated statement of
cash flows, the Company considers all highly liquid debt instruments
purchased with an initial maturity of three months or less to be cash
equivalents.
(b) Inventories-Inventories, consisting of educational materials
held for resale, are stated at the lower of cost or market with cost
determined on a first-in, first-out basis.
(c) Property and equipment-Property and equipment are recorded at cost less
accumulated depreciation and amortization. Depreciation is computed using the
straight-line method over the estimated useful lives of the individual assets
and leased equipment and software is amortized over the useful life of the
asset. Estimated useful lives of property and equipment are as follows:
Buildings and improvements 39 years
Furniture, fixtures and equipment 5 - 7 years
Computer software 3 years
Maintenance and repairs are expensed as incurred. Major renewals and
improvements are capitalized. Upon sale or retirement, the cost and related
accumulated depreciation are removed from the accounts and the resulting gain
or loss is included in operations.
(2) Summary of Significant Accounting Policies: (Continued)
(d) Organization costs-Organization costs incurred prior to 1997 were
capitalized and amortized over a 60-month period. During 1997, in accordance
with SOP 98-5, the unamortized balance was charged to income.
(e) Revenue recognition-The Company provides services which entitle the
purchaser to attend training seminars within one year after the order date.
Training seminar tuition is deferred and recognized only upon receipt of the
tuition and after attendance or expiration. Other revenues are recognized as
earned.
(f) Advertising-The Company charges to income the production costs of
advertising the first time the advertising takes place, except for direct-
response advertising, which is capitalized and amortized over its expected
period of future benefit. Direct response advertising consists primarily of
direct mail with order response information. The capitalized costs of the
advertising are amortized over the one month period following the mail-out
campaign. The costs of other advertising, promotion and marketing programs
are charged to operations in the year incurred. Advertising expenses for the
years ended December 31, 1998 and 1997, were approximately $560,000 and
$540,000, respectively.
(g) Income taxes-Deferred income tax liabilities and assets are determined
based on the difference between the consolidated financial statement and tax
bases of assets and liabilities using enacted tax rates in effect for the
year in which the differences are expected to reverse. See Note (9).
(h) Use of estimates-The preparation of consolidated financial statements in
conformity with generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at the
date of the consolidated financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could
differ from those estimates.
(i) Earnings per share-Earnings per share amounts are based on the weighted
average number of shares outstanding. Diluted earnings per share include the
dilutive effect of stock options, warrants and convertible debt.
(j) Stock-based compensation-The Company has elected to follow Accounting
Principles Board Opinion No. 25, Accounting for Stock Issued to Employees
(APB 25) and related interpretations in accounting for its employee stock
options. Under APB 25, because the exercise price of the employee stock
options exceeded the market price of the underlying stock of the date of
grant, no compensation expense is recorded. The Company has adopted the
disclosure-only provisions of Statement of Financial Accounting Standards
(SFAS) No. 123, Accounting for Stock-Based Compensation.
(3) Property and Equipment:
The Company leases certain equipment under capital leases. The cost and
related accumulated amortization on these assets at December 31, 1998 and
1997, are $199,008 and $187,666, and $123,851 and $82,106, respectively. Some
of the capital leases are personally guaranteed by a stockholder.
The following is a summary of property and equipment at December 31:
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
Land $ 196,741 $ 196,741
Buildings and improvements 723,656 723,656
Furniture, fixtures and
equipment 302,142 287,726
Computer software 91,361 91,361
TOTAL 1,313,900 1,299,484
Less: accumulated depreciation (342,937) (249,725)
Property and equipment, net $ 970,963 $ 1,049,759
<FN>
See Note (5) relative to rental properties included above.
</TABLE>
(4) Long-Term Debt:
The following is a summary of long-term debt at December 31, 1998 and 1997.
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
Mortgage note payable in monthly
installments of $3,458 plus interest
at prime plus 1.5% (10.0% at December
31, 1997) collateralized by property
and equipment, guaranteed by a stockholder. $ - $ 224,895
Mortgage note payable in monthly
installments of $3,438, including interest
at prime plus 1.5% (10.0% at December 31,
1997), collateralized by property and
equipment, guaranteed by a stockholder. - 247,406
Mortgage note payable in monthly
installments of $8,452, including interest
at prime plus 5% (13.5% at December 31,
1998) through May 2008, collateralized
by property and equipment, guaranteed
by a stockholder. 695,825 -
Note payable to a Director, principal
and accrued interest at 6.0%, due
December 1998, uncollateralized. - 79,000
Convertible note payable, bearing
interest at 15%, due on demand,
uncollateralized. - 124,422
Notes payable, bearing interest
at 18% payable in varying amounts,
due on dates ranging from January,
1998 to March, 2000 with some due
on demand. 104,936 152,829
Obligations under capital leases
with interest ranging from 7.15%
to 24.58% payable in monthly
installments ranging from $329 to
$908 through July 2002, collateralized
by equipment. 65,802 113,733
Total 866,563 942,285
Less: current portion 144,569 372,658
Long-term debt, less current portion $ 721,994 $ 569,627
</TABLE>
Maturities of long-term debt for each of the next five years as of December
31, 1998 are as follows:
<TABLE>
<CAPTION>
Year ending
December 31, Amount
<S> <C>
1999 $ 144,569
2000 29,066
2001 19,350
2002 13,913
2003 13,625
</TABLE>
As discussed in Note (6), a stockholder assigned his interests in land trusts
to the Company. The land trusts hold properties and are obligated on the
related mortgages amounting to $695,825 and $472,301 at December 31, 1998 and
1997, respectively.
Capital Lease Obligations-Minimum future lease payments under capital leases
(included in long-term debt) as of December 31, 1998 for each of the next
five years and in the aggregate are as follows:
<TABLE>
<CAPTION>
Year ending
December 31, Amount
<S> <C>
1999 $ 44,217
2000 18,747
2001 9,977
2002 2,000
Total minimum lease payments 74,941
Less: amount representing interest (9,139)
Present value of net minimum lease payments $ 65,802
</TABLE>
(5) Lessor Activities:
One of the Company's buildings is leased to a tenant under an operating lease
through June 30, 2001. The costs and accumulated depreciation of property and
equipment held for lease are $365,078 and $29,429 at December 31, 1998. A
schedule of minimum future lease receipts under the operating lease based on
the rental in effect at December 31, 1998, without regard to the exercise of
renewal options, follows:
<TABLE>
<CAPTION>
Year ending
December 31, Amount
<S> <C>
1999 $ 39,036
2000 40,596
2001 21,108
</TABLE>
(6) Related Parties:
During the years ended December 31, 1998 and 1997, two stockholders and
companies controlled by them had arrangements with the Company whereby they
received a percentage of the gross sales price of their products sold at
Company events. Additionally, they received fees for speaking at Company
events. Expenses recognized by the Company relating to these stockholders and
companies controlled by them for the years ended December 31, 1998 and 1997
were approximately $230,000 and $165,000, respectively. At December 31, 1998
and 1997, $242,299 and $120,850, respectively was due to these stockholders
and companies controlled by them.
Two other stockholders were owed for accrued salaries or commissions that had
not been paid of $203,103 as of December 31, 1997.
During 1998, three stockholders borrowed $324,478 from the Company, which was
collateralized by their shares of common stock in the Company. Of this
amount, $149,495 was immediately repaid directly by the stockholders leaving
a balance owed of $174,983. One of the stockholders had personal obligations
to the other stockholder and agreed to assume their debt in the amount of
$124,999. The stockholder agreed to offset the assumed debt of the other
stockholder with amounts owed to him by the Company for accrued compensation.
This stockholder had a remaining balance owed to him of $9,672 at December 31,
1998 for accrued salary. The third stockholder was owed $51,319 for accrued
compensation from 1997, of which $49,984 was offset against the remaining
balance of his loan. The stockholder received advances during the remaining
of 1998 leaving him owing the Company a balance of $ 3,635 at December 31,
1998.
A stockholder originally acquired the Company's land and buildings in his
personal name as agent for the Company. He assigned his interests in these
properties to land trusts and assigned his interests in the land trusts to
the Company. He is the trustee for the land trusts. Accordingly, at December
31, 1998, and 1997, these properties with net book values of $622,919 and
$641,150, respectively are included as property and equipment in the
accompanying consolidated financial statements. Also, $695,825 of debt
collateralized by these properties is recorded in the accompanying
consolidated financial statements at December 31, 1998.
The following summarizes amounts reported in the consolidated financial
statements:
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
Payables to related parties
Fees for products due to
stockholders $ 242,299 $ 120,850
Accrued salaries or commissions 9,672 203,103
Total $ 251,971 $ 323,953
</TABLE>
(7) Financial Instruments, Concentration of Credit Risk and Economic
Dependency:
The Company's financial instruments include cash, accounts receivable, and
long-term debt. Financial instruments that are exposed to concentration of
credit risk consist primarily of cash. Cash, at times, may exceed the amounts
insured by the FDIC. The Company places its temporary cash investments in what
management believes to be high quality financial institutions.
All of the Company's financial instruments are recorded at cost which is
deemed to approximate fair value. The determination of the fair value of
long-term debt is based on current rates at which the Company could borrow
funds with similar remaining maturities.
The Company's founder and majority stockholder is the key speaker and
developer of the Company's products, seminars and services.
(8) Stockholders' Deficit:
During 1995, the Company adopted a Long-Term Incentive Plan ("the Plan")
which permits the issuance of restricted stock and stock options to employees
of the Company and its subsidiaries. Directors and independent contractors of
the Company and its subsidiaries are eligible to receive grants of restricted
stock. The Plan reserves 7,500,000 shares of common stock for grants and
provides that the term of each award be determined by the Board of Directors
charged with administering the Plan.
As prescribed by the Plan, upon the public offering of stock during 1998 all
restrictions on grants of restricted stock lapsed. The restricted shares are
issued in the name of the participant and are either held by the Company or
are deposited with a trust administered by the Board. If the conditions or
terms under which an award is granted are not satisfied, the shares are
forfeited. As of December 31, 1998 and 1997, -0- and 175,000 shares of
restricted stock were outstanding, respectively. The unearned compensation
related to these shares was recorded as a separate component of stockholders'
equity and was amortized over the life of the grant which was generally two
years.
The Company's Stock Option Plan provides for the granting of incentive stock
options and executive stock options to Plan participants at a price not less
than the fair market value on the date the option is granted. The $.18
incentive stock options are to be treated as executive stock options if the
fair market value of common stock with respect to such incentive stock
options, exercisable for the first time by a plan participant during any
calendar year, exceeds $100,000. Upon the public offering of stock during
1998, all options became vested. Stockholders whose ownership percentage
exceeds 10 percent of the voting common stock are subject to an incentive
stock option price of at least 110 percent of the fair market value of the
stock at the time of the grant and such incentive stock options expire five
years from the date such incentive stock option was granted.
During 1997, the Company granted 2,897,500 $.21 incentive stock options to
its employees. Most stock options vest upon the completion of a two-year
employment period commencing on the effective option agreement date and upon
the Company achieving certain gross revenue targets. The effective option
agreement dates ranged from October 1995 to May 1998 for all stock options.
These options expire ten years after the effective option agreement date or
three months after termination of employment.
In connection with the public offering, the Company issued 11,333 options to
its underwriter which are exercisable for $5.50 per share until February 18,
2003.
<TABLE>
<CAPTION>
Weighted
Average
Options Exercise Price
<S> <C> <C>
Balance, December 31, 1996 725,000 $ .18
Granted 2,897,500 .21
Exercised - -
Cancelled (670,000) .19
Balance, December 31, 1997 2,952,500 .21
Granted 11,333 5.50
Exercised (400) .18
Cancelled (220,000) .19
Balance, December 31, 1998 2,743,433 $ .21
<FN>
At December 31, 1998 and 1997, 2,743,433 and -0- options were exercisable at
a weighted average exercise price of $.21.
Pro forma information as required by SFAS No. 123 for valuing stock options
under the fair value method is not disclosed as there was not significant
value to the options at the date of the grant. Management believes
application of SFAS No. 123 to future option grants will not have a
significant impact on pro forma earnings or financial position.
</TABLE>
(9) Income Taxes:
The Company accounts for income taxes under the provisions of Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS
109").
The components of the deferred income tax assets and deferred income tax
liabilities recorded on the consolidated balance sheet at December 31, 1998
and 1997, are as follows:
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
Deferred tax assets:
Net operating losses $ 269,000 $ 155,000
Related party accruals 61,000 80,000
Total 30,000 235,000
Deferred tax liability:
Excess of tax over book
depreciation (35,000) (5,000)
Net deferred tax asset 295,000 230,000
Valuation allowance (295,000) (230,000)
Total $ - $ -
</TABLE>
A valuation allowance was established for the deferred income tax asset
because it is probable the deferred tax asset will not be realized. As time
passes, management will be able to better assess any benefit it may realize
from using the loss carryforward.
The Company has approximately $1.1 million in net operating loss carryovers,
which primarily expire in years 2010 through 2018. Utilization of net
operating loss carryovers is subject to separate return limitation year
("SRLY") restrictions for consolidated tax returns, and realization is
dependent upon Results Publishing, Inc. and Telstar, Inc. generating
sufficient separate taxable income to utilize the net operating losses.
(10) Earnings Per Share:
The following table sets forth the computation of basic and diluted income
(loss) from operations per common share:
<TABLE>
<CAPTION>
For the Year Ended For the Year Ended
December 31, 1998 December 31, 1997
Loss Shares Per-Share Income Shares Per-Share
(Num.) (Denom.) Amt (Num.) (Denom.) Amt
<S> <C> <C> <C> <C> <C> <C>
Basic EPS
Income
(loss) before
extraordinary
item and
accounting
changes $ (367,143) 11,377,452 $ (0.03) $ 301,221 10,866,187 $ 0.03
Effect of
Dilutive
Securities
Options - - 2,816,312
Convertible
debt - 15% - - 34,551 336,261
Convertible
debt - 18% - - 44,241 338,713
Diluted EPS
Income (loss)
before
extraordinary
item and
accounting
changes
available
to common
stockholders
- assuming
dilution $ (367,143) 11,377,452 $ (0.03) $ 380,013 14,357,473 $ 0.03
</TABLE>
The diluted share base for the year ended December 31, 1998 excludes
incremental shares of 2,928,361 related to employee stock options and
convertible debt. These shares are excluded due to their antidilutive effect
as a result of the Company's loss during 1998.
(11) Accounting Changes:
Organizational Costs-Effective January 1, 1997, the Company changed its
method of recording the costs of organizational activities in its
consolidated financial statements to conform with a recent pronouncement of
the Financial Accounting Standards Board. The change was not adopted for
income tax reporting. The Company customarily capitalized all costs related
to organizational activities and amortized them over a period of sixty
months. Under the new accounting method, all organizational cost will be
expensed as incurred. As a result, the cumulative effect of applying the
new method was charged to 1997 earnings. The effect of this change decreased
net income by $25,283 for the year ended December 31, 1997.
Revenue Recognition-Effective January 1, 1997, the Company changed its
revenue recognition policy related to sales of its training seminars
(described in Note (2)). For 1997 and 1998, these sales are only recognized
as revenues when both the event is attended or time for attendance has
expired, and the tuition is received. Previously, only attendance, or lapse
of the one-year period, was required in order to recognize these sales as
revenues. Similarly, due to the uncertainty of collection, the related notes
receivable have not been recorded. Management believes that this new policy
more accurately reflects the economic reality of these transactions.
In accordance with Accounting Principles Board Opinion (APB) Number 20
"Accounting Changes", on a pro-forma basis the cumulative effect of this
accounting change would have resulted in no change to the net loss incurred
in 1996.
(12) Extraordinary Item:
During 1998, the Company engaged an outside agency to negotiate settlements
of past due trade accounts payable. The firm was able to negotiate
settlements of approximately $101,000 on debts of approximately $256,000.
The agency charged a fee related to these services of approximately $51,000.
The result was a gain on restructuring on debt of $104,000, which has been
presented as an extraordinary item.
(13) Common Stock Offering:
During 1998, the Company completed its initial public offering of 500,000
shares of common stock at a price of $5.50 per share. The net proceeds of the
offering of $490,329 were used for marketing and working capital. Related to
this offering, the Company issued 11,333 options to the underwriter. These
options have an exercise price of $5.50 per share.
(14) Subsequent Event:
Effective March 31, 1999, the Company was merged with Great Wisdom
Publishing, Inc. (GWP) through a newly formed "merger subsidiary". The merger
was effected through a transfer of stock whereby each share of GWP common
stock was converted into 11,327.3 shares of the Company. The stockholders of
GWP have a controlling interest in the voting common stock of the combined
organization. Also, the management of GWP has continued as the management of
the combined organization. Therefore, GWP was considered the acquirer. The
combination was accounted for as a purchase. On March 16, 1999, the Company
changed its name to International Media Holdings, Inc.
(15) Litigation:
On January 28, 2000, the majority of stockholders, by written consent under
Florida law, removed the former Chairman of the Board of Directors of the
Company (the former Chairman) for actions they considered detrimental to the
welfare of the Company. Soon after his removal, the former Chairman commenced
an action against the Company and its President, Chief Financial Officer, and
two other major stockholders of the Company (the majority stockholders that
had taken the action by written consent). The former Chairman sought no
affirmative relief from the Company, but sought relief from one or more of
the other defendants for alleged breach of fiduciary duty, conversion of
corporate funds, constructive fraud, usurpation of corporate opportunity,
waste of corporate assets, conspiracy to defraud and breach of contract.
The Company filed a motion to dismiss. Prior to hearing such motion, the
former Chairman amended his action. The complaints included allegations
against the President and Chief Financial Officer for actions alleged to have
taken place while they were not involved with the Company. The plaintiff had
been the Chairman of the Board for the entire period of most of the alleged
actions. The Company filed an amended motion to dismiss on April 13, 2000.
On April 19, 2000, the Company filed suit against the former Chairman and his
related companies alleging certain improprieties in regards to the actions
that were taken that led to the Chairman's dismissal, as well as the
interference with advantageous business relationships resulting from the
effect of a series of letters sent by the former Chairman addressed to
stockholders, creditors, acquisition candidates, Company vendors and business
relationships. The suit further alleges he has posted these letters (as well
as other confidential company information) on a website. In addition, the
Company also filed suit against an internet company which IMH was considering
for acquisition, and for which the former Chairman is now Chairman of its
Board.
Special counsel has been retained by the Company in connection with this
action. The Company would be responsible for the payment of the fees of the
special counsel with respect to the claim against the named directors in the
event the directors are successful.
The Company intends to vigorously defend the lawsuit filed by its former
Chairman, and to vigorously pursue its claims against the former Chairman.
The ultimate outcome of these matters is not presently determinable.
(16) Management Plans
As shown in the accompanying consolidated financial statements, the Company
incurred a net loss of $263,143 during the year ended December 31, 1998. As
of that date, the Company's current liabilities exceeded its current assets
by $1,548,603 million. Current liabilities included $251,971 payable to
related parties that the Company expects to continue to delay payment of and
$489,593 of unearned revenue for which the Company expects to continue at or
near that level. In connection with the merger discussed in Note (14), the
Company had a change in management. The new management of the Company has
developed plans to return to profitability by restructuring existing
liabilities, instituting various cost savings measures, implementing an
aggressive media campaign, and limiting acquisitions to those that can be
obtained through equity or long-term debt.
