FORM 10-QSB
U.S. Securities and Exchange Commission
Washington, D.C. 20549
(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, 1999
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.
(Exact name of small business issuer as specified in its charter)
Florida 59-3307487
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
9799 Old St. Augustine Road
Jacksonville, Florida 32257
(Address of principal executive offices)
(904) 886-2985
(Issuer's telephone number)
SUCCESS DEVELOPMENT INTERNATIONAL, INC.
The Company has changed its fiscal year end from
December 31 to June 30 effective March 31, 1999
(Former name, former address and former fiscal year,
if changed since last report)
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 ]
Applicable only to issuers involved in bankruptcy proceedings during the past
five years:
Check whether the registrant 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 [ ]
Applicable only to corporate issuers:
State the number of shares outstanding of each of the issuer's common equity,
as of the latest practicable date: 24,112,240.
Transitional Small Business Disclosure Format (check one): Yes [ ] No [ X ]
TABLE OF CONTENTS
Part I Page
Item 1. Financial Statements
Consolidated Condensed Balance Sheets............................... I-1
Consolidated Condensed Statements of Operations..................... I-2
Consolidated Condensed Statements of Stockholders' Equity........... I-3
Consolidated Condensed Statements of Cash Flows..................... I-4
Notes to Consolidated Condensed Financial Statements................ I-5
Pro Forma Consolidated Condensed Balance Sheet...................... I-7
Pro Forma Consolidated Condensed Statement of Operations............ I-8
Item 2. Management's Discussion and Analysis or Plan of Operation I-9 - 12
Part II
Item 1. Legal Proceedings............................................ II-1
Item 2. Changes in Securities and Use of Proceeds.................... II-2
Item 3. Defaults upon Senior Securities.............................. II-2
Item 4. Submission of Matters to a Vote of Security Holders.......... II-2
Item 5. Other Information
a.) The Merger........................................... II-3
b.) Change in Fiscal Year and Name....................... II-9
Item 6. Exhibits and Reports on Form 8-K............................. II-9
Part I Financial Information
Item 1. Financial Statements
INDEX TO FINANCIAL STATEMENTS
Consolidated Condensed Balance Sheets............................... I-1
Consolidated Condensed Statements of Operations..................... I-2
Consolidated Condensed Statements of Stockholders' Equity........... I-3
Consolidated Condensed Statements of Cash Flows..................... I-4
Notes to Consolidated Condensed Financial Statements................ I-5
Pro Forma Consolidated Condensed Balance Sheet...................... I-7
Pro Forma Consolidated Condensed Statement of Operations............. I-8
<TABLE>
INTERNATIONAL MEDIA HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(UNAUDITED)
<CAPTION>
ASSETS
<S> <C> <C>
CURRENT ASSETS 31-Mar-99 30-Jun-98
Cash $ 78,648 $ 122,628
Accounts receivable - net 1,398,100 1,696,472
Inventories 287,077 184,577
Other current assets 143,036 70,499
Receivables from related parties 54,387 -
_________ _________
TOTAL CURRENT ASSETS 1,961,248 2,074,176
PROPERTY AND EQUIPMENT, NET 2,167,959 401,750
OTHER ASSETS 3,452,047 1,429,763
TOTAL ASSETS $ 7,581,254 $ 3,905,689
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Line of credit note payable $ 712,428 $ 475,311
Current portion of long-term debt 135,314 110,780
Accounts and due to publishers
payable 1,950,958 1,589,614
Accrued expenses 651,775 77,311
Unearned revenues 681,575 -
Payables to related parties 325,588 -
__________ __________
TOTAL CURRENT LIABILITIES 4,457,638 2,253,016
LONG TERM DEBT, less current portion 1,066,465 284,925
INVESTORS SUBORDINATED LOANS 1,000,000 1,000,000
LOANS FROM STOCKHOLDERS'
& RELATED PARTIES 307,908 382,908
TOTAL LIABILITIES 6,832,011 3,920,849
STOCKHOLDERS' EQUITY
Common Stock, $.001 par value,
500,000,000 and 3,000 shares
authorized in 1999 and 1998
respectively, 24,112,240 and 1,028
(converted to 11,644,463) shares
issued and outstanding in 1999 and
1998 respectively. 24,112 1
Additional Paid in Capital 1,523,269 438,596
Accumulated deficit (798,138) (453,757)
TOTAL STOCKHOLDERS' EQUITY 749,243 (15,160)
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 7,581,254 $ 3,905,689
<CAPTION>
See accompanying notes to consolidated condensed financial statements
</TABLE>
I - 1
<TABLE>
<CAPTION>
INTERNATIONAL MEDIA HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
<S> <C> <C> <C> <C>
Nine Months Nine Months
Qtr ended Qtr ended Year to Date Year to Date
31-Mar-99 31-Mar-98 31-Mar-99 31-Mar-98
REVENUES $ 1,346,998 $ 1,258,935 $ 3,951,836 $ 3,524,890
OPERATING EXPENSES
Direct Cost 866,980 855,152 2,530,447 2,520,752
Administrative & General 139,707 119,341 386,610 275,452
Sales, Marketing & Publishers
Acquisitions 195,937 194,598 652,286 453,895
Warehouse & Distribution 84,079 99,273 257,749 258,229
Corporate Acquisitions 25,928 - 79,008 -
TOTAL OPERATING EXPENSES 1,312,631 1,268,364 3,906,100 3,508,328
INCOME (LOSS) BEFORE INTEREST,
INCOME TAX, DEPRECIATION &
AMORTIZATION (EBITDA) 34,367 (9,429) 45,736 16,562
OTHER EXPENSES
Interest 79,448 51,163 234,425 127,690
Depreciation and Amortization 38,682 27,232 116,596 60,750
TOTAL INTEREST, DEPRECIATION
& AMORTIZATION 118,130 78,395 351,021 188,440
INCOME (LOSS) BEFORE
AMORTIZATION OF GOODWILL (83,763) (87,824) (305,285) (171,878)
AMORTIZATION OF GODWILL 12,859 4,897 39,096 14,691
NET INCOME(LOSS) $ (96,622) $ (92,721) $ (344,381) $ (186,569)
NET LOSS PER COMMON SHARE: $ (0.01) $ (0.01) $ (0.03) $ (0.02)
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING: 12,609,926 11,644,463 11,966,284 11,644,463
<CAPTION>
See accompanying notes to consolidated condensed financial statements
I - 2
INTERNATIONAL MEDIA HOLDINGS ,INC.
CONSOLIDATED CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY
</TABLE>
<TABLE>
<S> <C> <C> <C> <C>
Common Additional Retained Total
Stock Paid in Earnings Stockholders'
$.001 par value Capital (Deficit) Equity
Shares Amount
Balance June 30, 1997 [1] 11,644,463 $ 11,644 $ 426,953 $ (202,643) $ 235,954
Net loss FYE June 30, 1998 (251,114) (251,114)
Balance June 30, 1998 [1] 11,644,463 11,644 426,953 (453,757) (15,160)
Common stock issued to
officer for compensation [2] 906,184 906 7,094 8,000
Restricted common stock
issued to employees for
compensation [2] 88,919 89 695 784
Common Stock of SDI
outstanding at date of
merger 11,472,674 11,473 1,088,527 - 1,100,000
Net (Loss) for the nine
months ended 3-31-99 (344,381) (344,381)
24,112,240 $ 24,112 $ 1,523,269 $ (798,138) $ 749,243
<CAPTION>
[1] This reflects GWP's shares converted to reflect the reverse merger
conversion rate and reallocation of paid in capital.
[2] These shares were issued to GWP employees and officer prior to the
reverse merger and reflect the conversion rate.
<CAPTION>
See accompanying notes to consolidated condensed financial statements
</TABLE>
I - 3
<TABLE>
<CAPTION>
INTERNATIONAL MEDIA HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
<S> <C> <C>
9 months ended 9 months ended
31-Mar-99 31-Mar-98
CASH FLOW FROM OPERATING ACTIVITIES
Net Income (Loss) $ (344,381) $ (186,569)
Adjustments to reconcile net income
to net cash from operating activities:
Depreciation & Amortization 155,692 75,441
(Increase) Decrease in:
Accounts Receivable 245,049 47,865
Inventory (61,778) 20,971
Prepaids and current other assets (126,500) (39,396)
Increase (Decrease) in:
Accounts Payable 17,293 162,514
Accrued expenses (43,798) (22,653)
NET CASH PROVIDED (USED) BY
OPERATING ACTIVITIES (158,423) 58,173
CASH FLOWS FROM INVESTING ACTIVITIES
Cash acquired in purchase of SDI 25,796
Cash acquired in purchase of Astro 75,095
Purchase of Astro Communications, Inc. (500,000)
Purchases of property and equipment (31,731) (24,913)
Acquisition costs and other assets (61,210) (156,661)
NET CASH (USED BY) INVESTING
ACTIVITIES (67,145) (606,479)
CASH FLOWS FROM FINANCING ACTIVITIES
Net Increase (Decrease) of line of credit 245,200 (144,808)
Payoff of Astro's line of credit (119,973)
Proceeds from Subordinated Debt 1,000,000
Financing costs (164,402)
Net Increase (Decrease) in shareholders'
loans 8,785 (44,542)
Proceeds from Long-Term Debt 250,000
Repayment of Long Term Debt (72,397) (92,039)
NET CASH PROVIDED BY FINANCING
ACTIVITIES 181,588 684,236
NET INCREASE (DECREASE) IN CASH (43,980) 135,930
CASH AT BEGINNING OF PERIOD 122,628 12,896
CASH AT END OF NINE MONTH PERIOD $ 78,648 $ 148,826
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid during the period for
interest $ 232,938 $ 125,128
<CAPTION>
NONCASH FINANCING AND INVESTING ACTIVITIES:
During the nine month period ended March 31, 1998, the company acquired the
total assets of $593,128 and total liabilities o f $342,313 of Astro
Communications Services, Inc. by purchasing 100% of its stock for $500,000.
During the nine month period ended March 31, 1999, the company acquired the
total assets of $1,244,577 and total liabilities o f $2,060,800 of Success
Development International, Inc. by issuance of common stock valued at
$1,100.00
</TABLE>
See accompanying notes to consolidated condensed financial statements
I - 4
INTERNATIONAL MEDIA HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
Note 1 - Basis of Presentation Interim Financial Statements
The accompanying unaudited consolidated condensed interim financial
statements include the accounts of International Media Holdings, Inc. and
its subsidiaries (the "Company") (Great Wisdom Publishing, Inc. historical
financial information) and have been prepared by the Company pursuant to the
rules and regulations of the Securities and Exchange Commission. All
significant intercompany accounts and transactions have been eliminated.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations, although the Company believes that the disclosures are adequate
to make the information presented not misleading.
These unaudited consolidated condensed financial statements reflect all
adjustments, consisting of normal recurring adjustments, which, in the
opinion of management, are necessary for fair presentation of the information
contained therein. Results of operations for the interim periods are not
necessarily indicative of the results that can be expected for a full year.
It is suggested that these consolidated condensed financial statements be
read in conjunction with the audited financial statements and notes included
in the Company's annual reports on Form 10K-SB. The Company follows the same
accounting principles in preparation of interim reports.
Primary earnings per share are based upon the weighted average number of
common shares outstanding during each period.
Note 2 - Business Acquisitions
On March 31, 1999 (the "Merger Date"), Great Wisdom Publishing, Inc. ("GWP")
merged into a newly formed subsidiary of Success Development International,
Inc. ("SDI") (the "Merger"). GWP shareholders received 11,327.3 shares of
SDI common stock for each share owned of GWP common stock.
In total, 12,639,566 shares of SDI common stock were exchanged for 1,115.85
shares of the GWP outstanding common stock (a conversion rate of 11,327.3 to
one). In addition, each share of GWP stock subject to any options to
purchase, and any restricted stock, were converted into an option to purchase
11,327.3 shares of the Company's stock. For purposes of the consolidated
statement of stockholders' equity, the beginning balance of common stock
shares, and additions to GWP stock shares prior to the merger, have been
restated to reflect the conversion rate. The number of shares of outstanding
common stock of SDI as of the merger date have been reported as being issued
as of March 31, 1999 (the Merger Date).
The Merger was accounted for as a reverse acquisition whereby GWP was treated
as the acquirer and SDI as the acquiree, because GWP stockholders owned a
majority of the Company as of the Merger Date, and GWP management remained as
the Company's management. Purchase accounting was applied to SDI based upon
its fair market value at the Merger Date.
I - 5
The fair market value of SDI was based on the appraised value of real estate,
and fair book value of all other assets acquired, and liabilities assumed.
The value of the GWP stock outstanding as of the Merger Date was
independently appraised at $1,100,000, which was, used as the purchase price.
The fair market value of the net liabilities of SDI on the Merger Date was
$816,223. Therefore, the purchase price exceeded the fair value of assets
acquired and liabilities assumed, resulting in goodwill of $1,916,223. The
Company also incurred $273,008 of the acquisition costs which are capitalized
as part of goodwill.
The consolidated financial statements include the accounts of the Company
(GWP's historical financial information) and its wholly-owned subsidiaries
which has a June 30 fiscal year end. Upon consolidation, all material
intercompany balances and transactions have been eliminated. The results of
operations for SDI will not be reflected until the period subsequent to
acquisition by GWP, starting April 1, 1999. GWP was a non-public entity at
the time of the Merger.
Note 3 - Pro Forma Consolidated Condensed Financial Statements
The accompanying pro forma consolidated condensed financial statements
illustrate the effect of the acquisition (discussed in Note 2) on the
Company's financial position and results of operations. The consolidated
condensed balance sheet as of March 31, 1999 is based on the historical
balance sheets of the Company (GWP) and SDI as of that date (the "Merger
Date"). The acquisition adjustment of $856,004 for Property and Equipment
reflect the fair market value of SDI's assets as discussed in Note 2. The
computed goodwill of $1,916,223 as discussed in Note 2 is reflected as an
adjustment to other assets.
The consolidated condensed statements of operations for the year ended
December 31, 1998 are based on the historical statements of operations for
GWP and SDI for the twelve months periods ending December 31, 1998. The pro
forma consolidated condensed statements of operations reflect as if the
acquisition took place on January 1, 1998.
The adjustment to depreciation and amortization under other expenses for
$16,922 reflect depreciation expense for buildings based on market value
adjustment of $676,882 depreciated over 40 years. There is no expense
adjustment from the market value increase for land.
The adjustment of $109,461 to Amortization of Goodwill is based on the
$1,916,223 computed goodwill and $273,008 of acquisition costs as reflected
in Note 2 amortized over 20 years.
The pro forma consolidated condensed financial statements may not be
indicative of the actual results of the acquisition. The accompanying
consolidated condensed pro forma financial statements are attached.
I - 6
INTERNATIONAL MEDIA HOLDINGS, INC. AND SUBSIDIARIES
PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEET
MARCH 31, 1999
(UNAUDITED)
<TABLE>
<S> <C> <C> <C> <C>
Pro-Forma
GWP SDI Acquisition Consolidated
GROUP GROUP Adjustments Balance Sheet
ASSETS
CURRENT ASSETS
Cash $ 52,852 $ 25,796 $ 78,648
Accounts Receivable - net 1,397,760 340 1,398,100
Inventories 246,355 40,722 287,077
Other Current Assets 93,823 49,214 143,037
Receivables from related
parties 18,179 36,208 54,387
TOTAL CURRENT ASSETS 1,808,969 152,280 - 1,961,249
PROPERTY AND EQUIPMENT, net 357,187 954,768 856,004 2,167,959
OTHER ASSETS 1,514,131 21,692 1,916,224 3,452,047
TOTAL ASSETS $ 3,680,287 $ 1,128,740 $ 2,772,228 $ 7,581,254
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
CURRENT LIABILITIES
Line of credit note payable $ 712,428 - - $ 712,428
Current portion of long-term -
debt 46,178 89,136 - 135,314
Accounts and Due to Publishers -
Payable 1,570,802 380,156 - 1,950,958
Accrued Expenses 41,597 610,178 - 651,775
Unearned Revenue 681,575 - 681,575
Payables to related parties 75,000 250,588 - 325,588
TOTAL CURRENT LIABILITIES 2,446,005 2,011,633 - 4,457,638
LONG TERM DEBT,
less current portion 277,130 789,335 - 1,066,465
INVESTORS SUBORDINATED LOANS 1,000,000 - - 1,000,000
LOANS FROM STOCKHOLDERS &
RELATED PARTIES 307,908 - - 307,908
TOTAL LIABILITIES 4,031,043 2,800,968 - 6,832,011
STOCKHOLDERS' EQUITY
Common Stock, $.001 par value,
500,000,000 shares authorized
24,112,240 shares issued and
outstanding 1 11,473 12,638 24,112
Additional Paid in Capital 447,381 1,473,571 (397,683) 1,523,269
Retained Earnings (Deficit) (798,138) (3,157,272) 3,157,272 (798,138)
TOTAL STOCKHOLDERS' EQUITY (350,756) (1,672,228) 2,772,227 749,243
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 3,680,287 $ 1,128,740 $ 2,772,227 $ 7,581,254
<CAPTION>
See accompanying notes to consolidated condensed financial statements.
I - 7
INTERNATIONAL MEDIA HOLDINGS, INC. AND SUBSIDIARIES
PRO FORMA CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
</TABLE>
<TABLE>
<S> <C> <C> <C> <C>
Twelve Pro Forma
Months Ended Year Ended Acquisition Statement of
12/31/98 GWP 12/31/98 SDI Adjustments Operations
REVENUES $ 5,668,924 $ 4,765,267 $ 10,434,191
OPERATING EXPENSES 5,620,301 4,953,474 10,573,775
INCOME (LOSS) BEFORE
INTEREST, INCOME TAX,
DEPRECIATION, AMORTIZATION
AND EXTRAORDINARY ITEM $ 48,623 $ (188,207) $ (139,584)
OTHER EXPENSES
Interest 275,927 82,956 - 358,883
Depreciation and Amortization 132,451 95,980 16,922 245,353
TOTAL INTEREST, DEPRECIATION AND
AMORTIZATION $ 408,378 $ 178,936 $ 16,922 $ 604,236
INCOME (LOSS) BEFORE
AMORTIZATION OF GOODWILL AND
EXTRAORDINARY ITEM (359,755) (367,143) (16,922) (743,820)
AMORTIZATION OF GOODWILL 45,271 - 109,461 154,732
NET INCOME (LOSS) BEFORE
EXTRAORDINARY ITEM (405,026) (367,143) (126,383) (898,552)
EXTRAORDINARY ITEM - GAIN ON
RESTRUCTURING OF DEBT - 104,000 - 104,000
NET INCOME (LOSS) $ (405,026) $ (263,143) $ (126,383) $ (794,552)
NET LOSS PER COMMON SHARE: $ (0.03) $ (0.02) $ (0.03)
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING: 11,644,463 (1) 11,377,452 - 23,021,915
<CAPTION>
(1) This reflects GWP's shares converted to reflect the reverse merger
conversion rate.
<CAPTION>
See accompanying notes to consolidated condensed financial statements
</TABLE>
I - 8
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS. THIS SHOULD BE READ TOGETHER WITH THE FINANCIAL
STATEMENTS AND THEIR NOTES.
The following discussion and analysis of the Company's consolidated results
of operations for the three (3) and nine (9) months ended March 31, 1999 and
1998 is based upon and should be read in conjunction with, the financial
information set forth in the Consolidated Condensed Financial Statements,
including their notes, included elsewhere in this report.
The following discussions may contain forward-looking statements that involve
risks and uncertainties. You can identify these forward-looking statements
by the use of terms including "may," "will," "should," "expect,"
"anticipate," "believe," "estimate," or "continue" or variations of those
terms, or the use of those terms in the negative or words of similar import
in the context presented. The Company's actual results could materially
differ from these discussed here.
Overview
International Media Holdings, Inc. ("the Company") was formerly known as
Success Development International, Inc. (SDI) prior to a name change in
March, 1999. Effective March 31, 1999, the Company was created in its
present form when SDI was merged with Great Wisdom Publishing, Inc. (GWP)
through a reverse merger. The former 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 Company.
The Merger was accounted for as a reverse acquisition whereby GWP was
treated as the acquirer and SDI as the acquiree, because GWP stockholders
owned a majority of the Company as of the Merger Date, and GWP management
remained as the Company's management. Purchase accounting was applied to SDI
based upon its fair market value at the Merger Date.
In February 1998, GWP acquired Astro Communication Services, Inc. ("Astro")
through their subsidiary, Advanced Communications, Inc. The financial data
for the period ended March 31, 1998 included two months of operations versus
three (3) and nine (9) months for March 31, 1999.
The consolidated financial statements include the accounts of the Company
(GWP's historical financial information) and its wholly-owned subsidiaries
which has a June 30 fiscal year end. Upon consolidation, all material
intercompany balances and transactions have been eliminated. The results of
operations for SDI will not be reflected until the period subsequent to
acquisition by GWP, starting April 1, 1999. GWP was a non-public entity at
the time of the Merger.
I - 9
Results of Operations
Nine Months Ended March 31, 1999 Compared to Nine Months Ended March 31, 1998.
Revenues increased $426,946, or 12.19%, to $3,951,836 for the nine months
ended March 31, 1999 from $3,524,890 for the nine months ended March 31,
1998. The increase resulted primarily from the Company's acquisition of
Astro.
Direct costs increased $9,695 or 0.4% to $2,530,447 in the nine months ended
March 31, 1999 from $2,520,752 in the nine months ended March 31, 1998. The
lower increase in relation to the increase in revenues is mostly due to Astro
sales having a lower cost due to being a publisher and other improved margins
at Access.
Administrative and general expenses increased $111,158 or 40.4% to $386,610
in the nine months ended March 31, 1999 from $275,452 in the nine months
ended March 31, 1998. The increase in expenses was attributable to an
increase of $53,025 from Astro's nine months in 1999 versus two months in
1998 and the remaining primarily due to increased management personnel,
information systems, computers, legal and accounting costs.
Sales, marketing and publishers acquisitions expenses increased $198,391 or
43.79% to $652,286 in the nine months ended March 31, 1999, from $453,895 in
the nine months ended March 31, 1998. An increase of $138,693 from Astro is
due to it being owned for nine months in 1999 versus two months in 1998.
Warehouse and distribution expenses were $257,749 for the nine months ended
March 31, 1999 which is a minimal decrease of $480 as consolidation of some
of these functions resulted in reducing what would have been higher costs
from the Astro acquisition.
Corporate acquisition costs of $79,008 for the nine months ending March 31,
1999 reflect costs and expenses in the pursuit of acquisitions not
capitalized in regards to possible acquisitions.
Depreciation and amortization expenses increased $80,251, or 106.4% to
$155,692 in the nine months ended March 31, 1999 from $75,441 in the nine
months ended March 31, 1998. The increase resulted primarily from
amortization of goodwill and depreciation of property and equipment from the
acquisition of Astro.
Interest expense increased $106,735, or 83.6% to $234,425 in the nine months
ended March 31, 1999 from $127,690 in the nine months ended March 31, 1998,
primarily attributed to increase in line of credit debt, subordinated debt
and loans related to the acquisition of Astro.
Results of Operations
Three Months Ended March 31, 1999 Compared To Three Months Ended March 31, 1998
Revenues increased $88,063, or 7.0%, to $1,346,998 in the quarter ended March
31, 1999 from $1,258,935 for the quarter ended March 31, 1998. The increase
resulted primarily from the Company's acquisition of Astro for three months
in 1999 versus two months in 1998.
I - 10
Direct costs increased $11,828 or 1.4% to $866,980 in the quarter ended March
31, 1999 from $855,152 for the quarter ended March 31, 1998. The lower
increase in relation to the increase in revenues is mostly due to improved
margins at Access.
Administrative and general expenses increased $20,366 or 17.1% to $139,707 in
the quarter ended March 31, 1999 from $119,341 for the quarter ended March
31, 1998. This is mostly due to Astro being three months in 1999 versus two
months in 1999.
Sales, marketing and publishers acquisitions expenses increased $1,339 or
0.7% to $195,937 in the quarter ended March 31, 1999 from $194,598 for the
quarter ended March 31, 1998.
Warehouse and distribution expenses decreased $15,194 or 15.3% to $84,079 in
the quarter ended March 31, 1999 from $99,273 for the quarter ended March 31,
1998 due to consolidation of some of these functions in reducing what would
have been higher costs from the acquisition.
Corporate acquisition costs of $25,928 for the quarter ended March 31, 1999
reflect costs and expenses in the pursuit of acquisitions not capitalized in
regards to possible acquisitions.
Depreciation and amortization expenses increased $19,412, or 60.4%, to
$51,541 in the quarter ended March 31, 1999 from $32,129 in the quarter ended
March 31, 1998. The increase resulted primarily from amortization of goodwill
and depreciation of property and equipment from the acquisition of Astro.
Interest expense increased $28,285 or 55.3% to $79,448 in the quarter ended
March 31, 1999 from $51,163 in the quarter ended March 31, 1998, primarily
attributed to increase in line of credit debt, subordinated debt and loans
related to the acquisition of Astro.
Liquidity and Capital Resources
The Company has financed its operations and expansion programs to date
principally through operating cash flow, subordinated debt and borrowings
under its credit facility.
Cash management is a key element of our operation 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.
Operating activities used $158,423 in cash for the nine months ended March
31, 1999 as compared to cash provided by operating activities of $58,173 for
the nine months ended March 31, 1998. For 1999, cash used was primarily due
to the net loss of $344,381, partly offset by depreciation and amortization
of $155,692.
I - 11
During the nine months ended March 31, 1999, investing activities used cash
of $67,144 and consisted primarily of acquisition costs and other assets of
$61,209. The nine months ended March 31, 1998 investing activities used cash
of $606,479 and consisted primarily of the purchase of Astro for $500,000 and
acquisition costs and other assets paid of $156,661.
Net cash flows from financing activities of $181,588 in the nine months ended
March 31, 1999 consists primarily of borrowing from the Company's line of
credit. The cash flows of $684,236 from financing activities for the nine
months ended March 31, 1998 was primarily from $1,000,000 subordinated debt
obtained in February 1998 and $250,000 of financing of the Astro acquisition
less repayments on line of credits and long-term debt and financing costs.
We have approximately $1,100,000 in net operating loss carryovers from 1999
and prior years available to reduce future taxable income, which expire in
the years 2010 through 2019. 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
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 of March 31, 1999 the Company's current liabilities exceeded its current
assets by $2,496,390 after the Merger. Of this amount, $1,895,561 the
Company assumed upon the acquisition of SDI on March 31, 1999. Current
liabilities included $712,428 of a revolving line of credit that the Company
expects to continue to renew and $681,575 of unearned revenue for which the
Company expects to continue at or near that level. Current 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.
EFFECT OF INFLATION
The Company's income and profitability is no affected positively or adversely
by inflation.
I - 12
PART II
Item 1. 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
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 Markering 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. This case was settled in June, 1999.
(b) On January 28, 2000, a majority of stockholders, by written consent under
Florida law, removed Mr. 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 President,
Mr. David Reecher, Vice-President, Mr. Ray Rach, Chief Financial Officer,
Mr. Jose 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.
II - 1
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 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
Changes in Securities
As of March 31, 1999, Company and Great Wisdom Publishing, Inc. ("GWP")
finalized a proposed merger pursuant to which GWP merged with a newly created
wholly-owned subsidiary of Company, and GWP was the surviving corporation.
The issuance of additional shares of Company to GWP's Shareholders as
consideration for the merger results in a dilution of the voting power of the
shares held by Company's current shareholders, in that there will be
approximately twice as many shares outstanding after the merger. Offsetting
that dilution is the fact that the incorporation of GWP's asset base will
essentially double Company's value, even before taking into account the
multiplier effects of product marketing and distribution synergy and lower
overhead upon Company's future financial performance. For a more detailed
discussion about the merger, please review Item 5, Other Information.
Additional Sales
An additional 13,017 shares of Company common stock were sold in January,
1999 pursuant to Company's initial public offering. Such sales results in a
dilution of the voting power of the shares held by Company's current
shareholders in that there are 13,017 additional shares outstanding after the
sales.
Use of Proceeds
The net proceeds available to Company from the sale of shares in the offering
from January 1, 1999 through March 31, 1999 was $50,668. Company has used
the net proceeds for marketing and advertising, payments of accounts payable
and working capital.
Item 3. DEFAULTS UPON SENIOR SECURITIES
None.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The annual meeting of the Stockholders of Company was held on March 9, 1999,
at Company's corporate offices located at 9799 Old St. Augustine Road,
Jacksonville, Florida. The meeting was properly noticed in accordance with
Company's Amended and Restated Articles of Incorporation, Bylaws and
applicable law.
The following actions were taken at the annual meeting of the Stockholders of
Company:
1. The current directors of Company were removed by the affirmative vote of
99.7% of the votes cast in person and by proxy.
II - 2
2. The following persons were elected as directors of Company to the
individual terms indicated next to each name, in each case by the
affirmative vote of the stated percentage of the votes cast in person and
by proxy:
<TABLE>
<S> <C> <C>
Name Term Ending Percentage of Votes
Daniel S. Pena, Sr. 2002 99.995%
Jose A. Alvarez 2002 99.998%
David A. Reecher 2002 99.745%
Shawn M. Casey 2000 99.745%
Hugh L. Carey 2000 99.745%
Jarrell D. Ormand 2000 99.745%
Raymond Rach 2001 99.998%
Ted Nicholas 2001 99.745%
Bob Stone 2001 99.745%
</TABLE>
3. Article I of the Amended and Restated Articles of Incorporation of Company
was amended to change the name of Company to "International Media Holdings,
Inc." by the affirmative vote of 99.7% of the votes cast in person and by
proxy.
4. Article V of the Amended and Restated Articles of Incorporation of Company
was amended to increase the maximum number of $.001 par value shares of
common stock which Company is authorized to issue from 25,000,000 to
500,000,000 by the affirmative vote of 99.77% of the votes cast in person
and by proxy.
5. Sections 1 and 5 of Article VIII of the Amended and Restated Articles of
Incorporation of Company were amended by reducing the vote required to (i)
authorize any merger, consolidation, or other "business combination" (as
defined therein) with any owner of 10% or more of the shares of common
stock of Company, or with anyone able to control Company, and (ii) reduce
the amendment approval requirements for Article VIII in both cases from
eighty percent (80%) to fifty-one percent (51%) of the holders of shares
of common stock of Company by the affirmative vote of 99.02% of the votes
cast in person and by proxy (which is equal to 86% of all oustanding
shares).
6. Section 1.6 of Company's Long Term Incentive Plan (the "Plan") was
amended to increase the number of shares of common stock of Company
allocated to the Plan from 7,500,000 to 15,000,000 by the affirmative vote
of 99.535% of the votes cast in person and by proxy.
Item 5. OTHER INFORMATION
(a) THE MERGER
Terms
As of March 31, 1999 (the "Merger Effective Date"), Company and Great Wisdom
Publishing, Inc. ("GWP") finalized a proposed merger, pursuant to which GWP
merged with a newly created wholly-owned subsidiary of Company ("NewSub"),
and GWP was the surviving corporation (the "Merger"). Company, New Sub and
GWP entered into an Agreement and Plan of Merger ("Merger Agreement")
pursuant to which GWP merged with NewSub in a non-taxable reverse triangular
reorganization. The separate corporate existence of NewSub ceased and GWP
continued as the surviving corporation after the merger and is a wholly owned
subsidiary of Company. The Merger was conditioned upon, among other things,
the receipt by Company of a fairness opinion of Sheldrick, McGehee & Kohler,
Inc. to the effect that Company and GWP are of substantially equal value.
The Merger was accounted for as a reverse acquisition whereby GWP was treated
as the acquirer and Company as the acquiree, because GWP stockholders owned a
majroity of Company as of the Merger Effective Date and GWP management
remained as Company's management. Purchase accounting was applied to Company
based upon its fair market value at the Merger Effective Date.
Anticipated Benefits.
The Board of Directors of Company determined that the consolidation of the
business of Company and GWP presented exciting opportunities for synergy and
enhanced growth for Company and its shareholders. The Merger allows Company
to diversify the services that it provides to the public beyond the seminar
industry. GWP's stock of informational products in niche categories
complements and expands Company's core business of providing informational
and financial services, and its established and growing sales, marketing and
distribution network provides a platform for marketing and disseminating both
companies' products. In addition, the largest shareholder of Company was
responsible for generating a substantial portion of Company's income.
Consequently, the diversification of Company's interests into the publishing
industry dilutes the potential impact upon Company's future revenues on this
shareholder's ability to continue generating products for sale to the public.
The consolidation of the business of Company and GWP also combines the
management teams and reduces the overhead of both entities on a going
forward basis.
The issuance of additional shares to GWP's shareholders as consideration for
the merger results in a dilution of the voting power of the shares held by
Company's current shareholders, in that there will be approximately twice as
many shares outstanding after the Merger. Offsetting that dilution is the
fact that the incorporation of GWP's asset base will essentially double
Company's value, even before taking into account the multiplier effects of
product, marketing and distribution synergy and lower overhead upon Company's
future financial performance.
Issuance of Additional Shares.
On the Merger Effective Date, automatically by virtue of the Merger and
without any action on the part of any party or any GWP shareholder, each
share of GWP Common Stock issued and outstanding was converted into the right
to receive 11,327.299 shares (the "Exchange Ratio") of Company Common Stock.
On the Merger Effective Date, each option granted by GWP to purchase GWP
stock that was outstanding and unexercised immediately prior to the Merger
Effective Date ceased to represent a right to acquire shares of GWP and have
been converted automatically into an option to purchase shares of Company in
an amount and at an exercise price determined as provided below (and
otherwise, subject to the terms of the stock plans of GWP under which they
were issued and the agreements evidencing grants thereunder):
(i) the number of shares of Company common stock to be subject to the new
option will be equal to the product of the number of shares of GWP common
stock subject to the original option immediately prior to the Merger
Effective Date and the Exchange Ratio, provided that any fractional
shares of GWP common stock resulting from such multiplication will be
rounded to the nearest whole share; and
(ii) the exercise price per share of Company common stock under the new
option will be equal to the exercise price per share of GWP common stock
under the original option immediately prior to the Merger Effective Date
divided by the Exchange Ratio, provided that such exercise price will be
rounded to the nearest whole cent.
Prior to the Merger, there were 1,115.85 shares of GWP common stock
outstanding (including 7.85 shares of restricted stock). Based upon the
Exchange Ratio, these shares represent 12,639,566 Company shares. In
addition, GWP had granted options for 138 shares, which equal 1,563,167
Company shares. At the time of the Merger there were 11,472,674 shares of
SDI common stock outstanding and 2,717,735 SDI options granted.
The Contribution.
Company owns 100% of the stock of six (6) operating subsidiaries: The LeGrand
Group, Inc., Results Publishing, Inc., Telstar Consulting, Inc., SDI Direct
Corporation, SDI Internet Services, Inc. and Valley Print and Mail, Inc.
Company will be contributing all the stock of all operating subsidiaries
(except for Valley Print and Mail, Inc.) to the capital of GWP following the
Merger (the "Contribution"). After the Contribution, Company will own 100%
of GWP, and GWP will own 100% of the five operating subsidiaries (other than
Valley Print and Mail, Inc.) as well as the four operating subsidiaries it
currently owns.
About GWP.
GWP was formed in 1996 with the objective of building a large publishing
(information) company with capabilities to create and acquire informational
products in niche subject categories that can be sold through its established
and developing sales, marketing, and distribution network. GWP has formulated
a unique acquisition and consolidation strategy to acquire publishers who have
identifiable niche market strengths and fit certain established criteria.
In 1996, GWP acquired the assets of Publishers Distribution Service, Inc.
("PDS"), one of ten master distributors in the country, through a wholly-
owned subsidiary of GWP named Access Publishers Network, Inc. ("Access"), to
gain distribution volume and expertise. This acquisition allowed GWP to
obtain immediate access to buyers from national chains and major customers.
Buyers from large companies only allot certain time to visit with publishers
with sufficient product to be cost effective. As a master distributor, Access
provides a "consolidation" effect for smaller publishers with a nationwide
sales force, customer credibility, and consolidated invoicing and accounts.
In addition, Access produces a catalog for each season for sale purposes and
helps coordinate co-op advertising among its services. Access provides a
pipeline to the retail and bookstore market allowing Company to not only get
its products into the hands of the consumer, but to control and profit from
that distribution stream as well.
In 1998, GWP, through Advanced Communications, Inc. (which was specifically
formed for that purpose), acquired the stock of Astro Communications
Services, Inc. ("Astro"), a San Diego based publisher of "body, mind and
spirit" information. Astro was founded in 1973 and is a leader in
astrological publications, software and computer reports, including a
software program that is considered the leading reference material in the
astrological community. GWP successfully consolidated Astro's warehouse and
back room functions. Advanced Communications, Inc. was incorporated in
California in 1998 for the purpose of effecting the acquisition of Astro.
Small Press Express, Inc. was incorporated in Michigan in 1998 for the
purpose of attracting small micropresses to be distributed by Access.
GWP's business is centered around several product areas: business information
(marketing, self-help, leadership and management, career, etc.), and the Mind,
Body & Spirit (religion, philosophy, spiritual, astrology, alternative
medicine, etc.). Each area is fast growing (mainly fueled by the increased
maturity of the baby boomer market) and is an easily identifiable market.
GWP's goal is to obtain useful information content and produce books, videos,
e-mail, etc. relating to such content and market these items through various
distribution channels (i.e., book trade, seminars, infomercials, direct mail,
etc.).
II - 5
Executive Officers And Directors.
The following persons were the executive officers and directors of Company as
of March 31, 1999 after the election of directors proposal was adopted by the
shareholders on March 9, 1999:
<TABLE>
<S> <C> <C> <C> <C>
DIRECTOR TERM TO
NAME AGE POSITION SINCE EXPIRE
Daniel S. Pena, Sr. (1) 53 Director & Chairman 1995 2002
Shawn M. Casey (2) 39 Director and Vice 1995 2000
Chairman
David A. Reecher 39 Director & 1999 2002
CEO/President
Jose A. Alvarez 50 Director & Executive 1999 2002
V.P./CFO/COO
Raymond Rach 64 Director & Vice 1995 2001
</TABLE>
II - 6
(1) Member was removed from Board January 28, 2000 (See Part II, Item 1 -
Legal Proceedings)
(2) Member resigned from Board and his position as Vice Chairman in September
1999
(3) Member resigned from Board on February 21, 2000 and now serves on the
Company's Marketing Advisory Council.
(4) Member resigned from Board on February 21, 2000 and now serves on the
Company's Marketing Advisory Council.
(5) Member resigned from Board in November 1999.
(6) Member resigned from Board in April 1999.
Background of Officers and Directors.
Following is a brief description of the background of the current officers
and directors of Company based on information provided by them to Company.
Daniel S. Pena, Sr., joined SDI-LeGrand 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 until recently 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 Company as General Counsel and Conference
Director in January 1995. From November, 1995 to February 15, 1999, he
served as President and 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, PA focused primarily on real
estate and business matters. At the same time, he was shareholder and
President 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 Company as President in January 1993. Mr. Rach served as
President of Company from April 1995 until November 1995, when he became
President of SDI Wealth, Company's telemarketing subsidiary, and a Vice
President of the Company. He has served as a director of Company since
April 1995. Before joining Company, 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
include advertising, container manufacturing, apparel, auto leasing, and
electronics. From 1955 to 1958, Mr. Ormand was on the Board of Directors of
the American 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 the present, Mr.
Carey is Of Counsel to the law firms of Whitman Breed Abbott & Morgan and
Heinrich Gordon Hargrove Weihe & James, P.A.
David A. Reecher is the founder, President and Chief Executive Officer of
GWP. Prior to founding GWP, he was Vice President and co-owner of TOWERS
Club Press, Inc., a publisher and advertising agency. Mr. Reecher is co-
founder and former President of Aviation Surplus Sales, Inc., an aircraft
parts company; and is the founder, Chairman and majority owner of Little
Mountain Promotions, Inc., an advertising distribution service. Mr. Reecher
has also been involved with the advertising and marketing of a variety of
businesses which include restaurants, insurance companies, mail order
companies and chiropracters. He has been leading large organizations for
over a decade, including the Powerplant Programs for both Presidential
Airways and Discovery Airways, and the producting facility for Aerotest, a
large southern California aircraft repair facility.
Jose A. Alvarez is a C.P.A. who founded his own accounting firm in 1975 and
developed it through mergers, acquisitions and referrals. At one point he
was involved with offices in four cities with nearly $2,000,000 in revenue.
In addition to running his practice, he was a college accounting professor
for six years. In 1996, Mr. Alvarez co-founded GWP as its Chief Financial
Officer and Director. Mr. Alvarez is a consultant on business growth,
financial, tax and management advice, mergers, sales and acquisitions, estate
and gift tax considerations, and company valuations. He graduated from the
University of South Florida in 1971 with a B.A. in accounting.
II - 7
Ted Nicholas is an author, copywriter, public speaker and direct marketing
expert. He is the President of Nicholas Direct, Inc., which markets his
books, audio and video tapes, newsletters, seminars, and other information
products, and publisher of the "Direct Marketing Success Letter." Since 1956
he has founded 22 companies in such fields as candy and ice cream
manufacturing and retailing, franchising, real estate, machinery and food.
He has written 14 best sellers and published 53 books by other authors.
Bob Stone is cofounder and Chairman Emeritus of Stone & Adler, now a Young &
Rubican direct marketing company, which he started in 1966. He is currently
Professor of Direct Marketing at Northwestern University and the University
of Missouri. He is a member of the Direct Marketing Hall of Fame and is the
only direct marketer to win the Best in Industry Award eight times. He has
written over 200 articles on direct marketing that have appeared in
Advertising Age magazine since 1967.
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 at Company's programs.
Security Ownership Of Directors, Executive Officers & Principal Shareholders
Following Merger.
The table below presents certain information regarding beneficial ownership
of Company's Common Stock after consummation of the Merger, 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>
<S> <C> <C> <C> <C>
# of Shares Total Shares
Number of Which May be Beneficially Percent
Name Shares Owned Acq. w/in 60 days Owned of Class
Daniel S. Pena (c) 6,214,555 1,000,000 7,214,555 25.41%
Ron LeGrand 5,586,982 125,000 5,711,982 20.12%
David A. Reecher (a) 5,663,650 0 5,663,650 19.95%
Shawn M. Casey 600,000 1,075,000 1,675,000 5.90%
Jose A. Alvarez (b) 1,472,549 0 1,472,549 5.19%
Raymond Rach 773,179 125,000 898,179 3.16%
Ted Nicholas (a) 566,365 0 566,365 1.99%
Bob Stone (a) 453,092 0 453,092 1.60%
Hugh L. Carey 120,000 0 120,000 0.004%
Jarrell D. Ormand 120,000 0 120,000 0.004%
All Directors and
Executive Officers as
a Group (9 persons) 15,983,390 2,200,000 18,183,390 64.04%
Total Shares
Outstanding/Vested
Options 24,112,240 4,280,902 28,393,142 100.00%
<CAPTION>
(a) Business Address: 3904 Airport Road, Plant City, FL 33567
(b) Business Address: 9799 Old St. Augustine Road, Jacksonville, FL 32257
(c) Business Address: 11622 Dorrance Lane, Stafford, Texas 77477
II - 8
(b) CHANGE IN FISCAL YEAR AND NAME
International Media Holdings, Inc. ("IMH"), formerly known as Success
Development International, Inc. ("SDI") changed its name in March, 1999.
IMH has changed its fiscal year to end on June 30th of each year to coincide
with the acquirer corporation Great Wisdom Publishing, Inc. ("GWP"). SDI's
fiscal year ended on December 31st of each calendar year. The financial
statements presented are GWP's historical financial information and its
wholly-owned subsidiaries. The March 31, 1999 balance sheet reflects the
merger/acquisition with SDI. The results of operations for SDI will not be
reflected until the period subsequent to acquisition by GWP, starting April
1, 1999. GWP was a non-public entity at the time of the Merger.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit FINANCIAL DATA SCHEDULE FOR THE NINE MONTHS
No. 27 ENDED MARCH 31, 1999 (For SEC use only).
(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 the requirements 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.
Date: August 22, 2000 By: /s/ Jose A. Alvarez, CPA
Jose A. Alvarez, CPA
Executive VP & CFO
II - 9
</TABLE>
