SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 FOR THE
QUARTERLY PERIOD ENDED AUGUST 31, 1997
Commission File Number 333-22443
ILLUMINATED MEDIA INC.
(Exact Name of Small Business Issuer as specified in its charter)
Minnesota 41-1744582
(State or other Jurisdiction of (IRS Employer Identification No.)
Incorporation or Organization)
15 S. Fifth Street, Suite 715
Minneapolis, MN 55402
(612) 338-3554
FAX: (612) 370-0381
(Address of Principal Executive Offices, including
Zip Code, and telephone and FAX numbers)
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
As of August 31, 1997, there were 305,000 shares of Common Stock outstanding,
which does not include 204,999 shares of Preferred Stock that are
automatically convertible into shares of Common Stock in connection with the
Company's public offering, nor Stock Purchase Warrants outstanding for the
purchase of up to 169,959 shares.
Transitional Small Business Disclosure Format: Yes x No
INFORMATION REQUIRED IN QUARTERLY REPORT OF TRANSITIONAL SMALL
BUSINESS
ISSUERS.
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
"Illuminated Media, Inc "
Balance Sheet (Unaudited)
08/31/97 02/28/1997
----------- -----------
Assets
Cash 2,361 7,651
Accounts Receivable 23,157 22,648
Prepaid Expense 45,563 49,646
Other Receivables 1,877 445
-------- -------
Total Current Assets 72,958 80,390
Property and Equipment, net 30,492 34,638
Other Assets 106 199
-------- -------
Total Assets 103,556 115,227
======== =======
Liabilities and Shareholders Deficit
Note Payable Bank 135,000 135,000
Note Payable shareholders 19,509 19,509
Debentures Payable 80,000 40,000
Debentures Payable Related Parties 112,000 143,000
Accounts Payable 117,471 116,592
Other accured Expenses 49,775 15,192
Current Portion Long
Term Debt 27,683 13,402
Current Portion Long Term
Debt Related Parties 168,276 21,085
------- -------
Total current liabilites 709,714 503,780
Long term debt 0 20,349
Long term debt related party 0 149,719
------- -------
Total Liabilities 709,714 673,848
------- -------
Redeemable Preferred Stock
Series A convertible preferred stock,
$.30 stated value; 110,000 shares
authorized and 99,999 shares issued
and outstanding 30,000 30,000
Series B convertible preferred stock,
$.30 stated value; 155,000 shares
authorized and 105,000 shares issued
and outstanding 31,500 31,500
------- -------
Total Preferred Stock 61,500 61,500
------- -------
Shareholders deficit
Common Stock $.01 par value
10,000,000 shares authorized
305,000 and 220,000 issued
and outstanding, respectively 10,700 2,200
Additional Paid in Capital 148,829 72,329
Accumulated Deficit (827,187) (694,650)
-------- --------
Total shareholders Deficit (667,658) (620,121)
-------- --------
Total Liabilities redeemable
preferred stock & shareholders
deficit 103,556 115,227
======= =======
Illuminated Media Inc
Statement of Operations
Three Months Ended
(Unaudited)
08/31/97 08/31/96
----------- ----------
Revenues 25,954 62,678
Operating Expenses
General and Administrative 74,985 73,972
-------- --------
Loss From Operations (49,031) (11,294)
Other Income (Expenses)
Interest Exp (18,435) (18,532)
Misc Income 0 4,160
-------- --------
Total other Expenses (18,435) (14,382)
Net Loss (67,466) (25,676)
======== ========
Net loss per share ($0.24) ($0.12)
======== ========
Weighted average
shares outstanding 283,696 220,000
======== ========
Illuminated Media Inc
Statement of Operations
Six Months Ended
(Unaudited)
08/31/97 08/31/96
---------- ----------
Revenues 67,048 122,816
Operating Expenses
General and Administrative 168,253 150,784
-------- --------
Loss From Operations (101,205) (27,968)
Other Income (Expenses)
Interest Exp (31,333) (24,056)
Misc Income 0 4,150
-------- --------
Total other Expenses (31,333) (19,906)
-------- --------
Net Loss (132,538) (47,874)
========= ========
Net loss per share ($0.53) ($0.22)
========= ========
Weighted average
shares outstanding 251,847 220,000
========= ========
Illuminated Media Inc.
Statement of Cash Flows (Unaudited)
3 Month Period ended 8/31/1997 8/31/1996
----------- -----------
Cash Flows from Operating Activities
Net Loss (67,466) (25,676)
Adjustments to reconcile net loss
to net cash used in operating
activities
Depreciation and Amortization 2,160 3,241
Decrease (Increase) in Assets
Accounts Receivable 1,285 (25,758)
Prepaid Expenses 4,083 0
Other Receivable (150) (352)
Incease (Decrease)in Liabilities
Accounts Payable 7,540 21,935
Accrued Expense 27,273 7,876
-------- --------
Net Cash Used Operating Activities (25,275) (18,734)
-------- --------
Cash Flows From Investing activities
Purchase of property and equipment 0 0
-------- --------
Cash Flows from financing acitivites
Debentures payable 10,000
Debentures Related Parties 21,000 0
Payment of long Term Debt (4,227) (1,816)
Payment of long term Debt Related Parties 0 (4,700)
------- -------
Net Cash Provided by Financing
Activities 26,773 (6,516)
------- -------
Increase (Decrease) in cash 1,498 (25,250)
Cash beginning of period 863 29,695
------- -------
Cash end of period 2,361 4,445
------- -------
Supplemental Schedule of Non-cash investing and financing Activities:
During the three months ended August 31, 1997, $85,000 of debentures
were converted to 85,000 shares of the Company's common stock.
FOOTNOTES TO THE INTERIM FINANCIAL STATEMENTS
(1) Basis of Presentation
The unaudited financial statements included in this Form 10-QSB
have been prepared by the Company, pursuant to the rules and regulations of
the Securities and Exchange Commission. 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 management
believes the disclosures are adequate to make the information
presented not misleading. The results of operations for any interim period
are not necessarily indicative of results for a full year. These statements
should be read in conjunction with the financial statements and related
notes included in the Company's Registration Statement on Form SB-2,
effective July 24, 1997, Registration No. 333-22443.
The unaudited financial statements presented herein as of
August 31, 1997 and for the three months ended August 31, 1997 and 1996
reflect, in the opinion of management, all material adjustments
consisting only of normal recurring adjustments necessary for a fair
presentation of the financial position, results of operations and cash flows
for the interim periods.
(2) Public Offering of Securities
As of August 31, 1997, the Company was making a public offering
pursuant to a Registration Statement on Form SB-2, Registration No.
333-22443, effective July 24, 1997, to raise a minimum of $650,000 to
a maximum of $1,500,000 through the sale of units; but at August 31,
1997, the minimum amount had not been sold.
Subsequent to August 31, 1997, the Company and its underwriter
agreed to extend the offering twice, first to September 22, 1997 and
then until December 21, 1997. On October 22, 1997, all funds received
through that date, in the amount of $36,592 were returned by the
Impoundment Agent, Bank Windsor, to subscribers, or their accounts.
(3) Loan Defaults
The Company defaulted on various debt agreements aggregating
$522,959 at August 31, 1997. These agreements were as follows:
Debentures
As of August 31, 1997, the Company had debentures aggregating
$192,000; of which $112,000 is to related parties. The debentures accrue
interest at 10% and matured August 31, 1997. As of October 22, 1997,
the Company has commenced negotiations with the debenture holders
to extend the maturity date to December 31, 1997.
Note Payable Bank
As of August 31, 1997, the Company had notes payable to the Bank
aggregating $135,000, maturing on September 13, 1997. As of October 22,
1997, the Company is attempting to extend these obligations.
Long-term Debt
As of August 31, 1997, the Company had a note payable to a credit
union aggregating $27,683. The note accrues interest at 13.5% and requires
monthly payments of principal and interest. Since August 1997, the
Company has been unable to meet its monthly payment obligations
and is attempting to obtain an extension or deferral of these monthly
payments. As a result of this default, this obligation is reflected as a
current liability on the accompanying August 31, 1997 balance sheet.
Long-Term Debt Related Parties
As of August 31, 1997, the Company had three notes with former
officers/shareholders of the Company and their affiliate aggregating
$168,276. These notes accrue interest at 11% and require monthly
payments of principal and interest. Since August 1997, the Company
has been unable to meet its monthly payment obligations and is attempting
to obtain an extension or deferral of these monthly payments. As a result
of this default, this obligation is reflected as a current liability on the
accompanying August 31, 1997 balance sheet.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION
[The Registrant is a transitional small business issuer, but
it has not previously filed, nor been required to file, an Annual Report on
Form 10-KSB. However, the Registrant intends, when it does file its
Form 10-KSB, to use and rely upon Alternative 2 under "Information Required
in Annual Report of Transitional Small Business Issuers". Accordingly, the
Registrant chooses here to update the response to Item 6(a)(3)(i) to Model B
of Form 1-A. The following discussion concerning the Registrant's second
fiscal quarter ended August 31, 1997, is intended to comply both with
Item 303(b) of Regulation S-B, and Item 6(a)(3)(i) of Model B of Form 1-A.]
The Registrant is in the process of making a public offering
pursuant to a Registration Statement on Form SB-2, File No. 333-22443,
including a Prospectus, dated July 24, 1997, as supplemented,
October 2, 1997. That part of said Prospectus concerning Management's
Discussion and Analysis is incorporated by reference.
Management's Discussion and Analysis of Financial Condition
and Results of Operation
This discussion of the financial condition and the results of
operations of the Company should be read in conjunction with, and is
qualified in its entirety by, the financial statements and notes
thereto included elsewhere within the Company's Prospectus, and the material
contained in the "Risk Factors" and " Business" sections of such Prospectus,
all of which are incorporated by reference.
OVERVIEW
The Company is an advertising media company that started operations
in 1993. It leases space for its advertising platforms from buildings, to
which it pays concessions, typically, 20% of advertising revenue. Each
platform has three panels, of which two are available for rent to
advertisers and the third is used for public service purposes, such as a
map, or an ad for a non-profit/charitable organization.
The Company intends, with the proceeds of the offering to expand
its operations to several other metropolitan markets, to add enhanced
features to its platforms, and to increase the percentage of
panels rented to advertisers. At August 31, 1997, the Company had 54
advertising platforms in place in the Minneapolis-St. Paul Metropolitan area.
A single market is less attractive to national advertisers than if
the Company could offer its medium in several markets. Accordingly, the
Company has explored and will attempt to expand into other cities with
connecting skyway or underground concourse links ("networked cities")
such as Des Moines, Dallas, Houston, Cincinnati, Rochester (NY and MN) and
Duluth. In addition, the Company plans to expand into three shopping
malls (Miller Hill Mall, Duluth, MN; Newport Centre, Jersey City, NJ; and
The Pavillion, San Jose, CA) managed by the same firm that manages the Mall
of America. The Company has discussed expansion and has conducted
preliminary negotiations with the respective property managers, but no final
agreement has been reached.
The Company plans to add features to its platforms, such as its
computer touchscreen product, DISCOVERSCREEN, which can be used to find
directions or information about retail and service providers, entertainment,
traffic information and the like. The Company's goal is to create a national
network of DISCOVERSCREEN services for use by national as well as local
advertisers.
The Company has formed a joint marketing venture with Skyway
Publications Inc. ("SPI"), a Minneapolis-based publishing company, that sells
advertising to businesses trying to reach individuals who use the skyway
systems. SPI would assist with DISCOVERSCREEN sales.
RESULTS OF OPERATIONS
COMPARISON OF THE THREE MONTH AND SIX MONTH FISCAL PERIODS ENDED
AUGUST 31, 1997 WITH THE THREE MONTH AND SIX MONTH FISCAL PERIODS ENDED
AUGUST 31, 1996 (UNAUDITED)
Revenues
Revenues for the three month period ended August 31, 1997, decreased
by 58.6% to $25,954 as compared to $62,678 for the three month period ended
August 31, 1996. Revenues for the six month period ended August 31, 1997,
decreased by 45.4% to $67,048 as compared to $122,816 for the six month
period ended August 31, 1996. Revenues for the two periods were less than
expected because sales efforts by management were interrupted by the public
offering, and the efforts by two new sales employees had not begun to show
results as of August 31, 1997. All revenue was generated by the sale of ad
space for the installed SKYWAY ADS platform. The number of platforms, and the
per panel fees, remained relatively constant during these periods.
Loss from Operations
The loss from operations for the three month period ended August 31,
1997, increased by 334% to ($49,031) as compared to a loss of ($11,294) for the
three month period ended August 31, 1996. The loss from operations for the
six month period ended August 31, 1997, increased by 262% to ($101,205) as
compared to a loss of ($27,968) for the six month period ended August 31,
1996. The increased loss for the two periods resulted primarily from a
decrease in revenues, and secondarily from an increase of $17,469 or 11.6%
in operating expenses, from $150,784 for the six months ended August 31,
1996 to $168,253 for the six months ended August 31, 1997. The increased
operating expenses resulted primarily from the addition of two new
salespersons who were hired (one in December, 1996, one in January, 1997) in
anticipation of the completion of the Company's proposed public offering.
Other Income and Expense
Other income (expense) for the three months ended August 31, 1997,
increased by $4,053 or 28.2% to ($18,435) as compared to ($14,382) for the
three months ended August 31, 1996 and for the six months ended August 31,
1997, increased by $11,427, or 57.4%, to ($31,333) as compared to ($19,906) for
the six months ended August 31, 1996. The increased expense for the three
month period ended August 31, 1997, resulted because miscellaneous income of
$4,160 during the three month period ended August 31, 1996, did not recur in
the later period. The increased expense for the six month period ended August
31, 1997, resulted primarily from increased interest expense of ($31,333)
for the period ended August 31, 1997, as compared to ($24,056) for the
period ended August 31, 1996. This interest expense increase resulted from
debt which was approximately $96,000 greater as of August 31, 1997, than August
31, 1996, and which was incurred to fund operations pending the proposed
public offering.
LIQUIDITY AND CAPITAL RESOURCES
The Company's current capital resources have been derived from the
private sale of debentures (which were accompanied by warrants for the
purchase of Common Stock) and from loans provided by financial institutions.
As of February 28, 1997, and August 31, 1997, the Company had approximately
$7,651 and $2,361, respectively, in cash.
Since inception the Company incurred net losses because of start-up
expenses, fixed costs and financing costs. The Company is currently
experiencing negative cash flow from operations (see "Statement of Cash Flow")
and expects that such situation will continue until its debt is reduced and
until a combination of expanded marketing efforts and product enhancements,
all of which will be financed from the proposed public offering, lead to
positive cash flow. As of August 31, 1997 the approximate break-even point
for sales was $33,000 per month less one time expenses and less debt
maintenance.
The Company's future capital requirements relate to two major goals,
each of which is reflected in the structure of the proposed public offering.
If the minimum offering is sold, the Company will be able to pay off much of
its debt, and commence modest additional marketing efforts. The Company
expects that as a result of a minimum offering the Company can expand into
a few new markets and put in place enough new units such that it would
expect to generate cash flow sufficient to meet its on going operations
and continue the modest expansion. If the maximum offering is sold, the
Company will be able to pay off all of its debt, significantly expand its
marketing efforts and significantly expand its range of enhanced product
improvements. The Company's management expects that if the minimum offering
is sold, proceeds will last a minimum of twelve months, and if the maximum
offering is sold, proceeds will last a minimum of twenty-four months.
The Company does not currently have in place any financing
arrangements for working capital needs nor does the Company have any unused
sources of liquidity other than its cash reserves and on-going sales.
There is no arrangement for the Company's future anticipated capital
equipment purchases.
The Company does have sufficient unused capacity with its existing
ad spaces such that, if more were rented, it could generate revenue
sufficient to cover its operating expenses and make minor capital investments.
However, management's primary goal is to acquire the capital which will
enable the Company to acquire units, both standard and specialized, and
place them in new markets, thereby expanding capacity and leading to
greater revenues.
If the Company's proposed public offering is not completed in the
near future, it will seek alternate sources of financing, such as a private
placement of equity, to provide its capital resources.
Subsequent Events
(a) The Company started work in early 1996 on its public
offering, but because of various administrative and regulatory delays, the
Company's Registration Statement, Registration No. 333-22443, did not become
effective until July 24, 1997. At August 31, 1997, the last day of the
fiscal period, the minimum amount of securities offered had not been sold.
Accordingly, on September 22, 1997, the Company and the Underwriter extended
the offering to October 22, 1997.
(b) Due to continuing delays, on October 22, 1997, the Company
and the Underwriter agreed to extend the offering for an additional period
of 60 days until December 21, 1997, as permitted by the Impoundment
Agreement. On October 22, 1997, all funds received through that
date, in the amount of $36,592.05, were returned by the Impoundment
Agent, Bank Windsor, to subscribers, or their accounts.
(c) Subsequent to August 31, 1997, due to the aforementioned
delays in completing the Company's public offering, the Company
was unable to make all required debt payments on a current basis.
Therefore:
(i) The Company has commenced negotiations with its
debenture holders, all of whom are individuals known
personally to the Company's management, to extend the
maturity date of such debentures to December 31, 1997.
The Company does not anticipate any difficulty in
obtaining any extensions of such debentures.
Furthermore, approximately one-half of the outstanding
debentures are held by former officers or directors
of the Company, or their relatives.
(ii) Further, the Company is attempting to secure extensions
of the maturity dates (September 13, 1997) of its two
promissory notes held by the Bank; and similarly,
attempting to secure an extension or deferral of the
monthly payments for August through October, 1997,
due under its note held by the Credit Union.
(iii) In addition, the Company is seeking deferral of the
August through October, 1997 payments due under its
notes held by the Lease Brothers.
(iv) Because the Company has continuously communicated
the aforementioned administrative and regulatory
delays to its debenture holders and other creditors,
management expects that all such extensions or deferrals
will be obtained in the normal course. In connection
with all of the debt payment matters described above,
the Company has not received any notices of default or
indications of other legal proceedings, pending or
anticipated, from any of these creditors. Upon
completion of the public offering, all such holders
will be re-paid according to the terms of the applicable
debt instruments and as described in the "Use of
Proceeds" section of the Prospectus.
PART II
ITEM 1. LEGAL PROCEEDINGS
Not applicable.
ITEM 2. CHANGES IN SECURITIES
(c) Recent Sales of Unregistered Securities
(i) During the period covered by this report, June 1, 1997
through August 31, 1997, the Registrant sold an aggregate
of $16,000 in principal amount of its Subordinated
Debentures, at varying interest rates, together with an
aggregate of 5,333 warrants to purchase Common Stock, to
3 individual investors, all of whom were accredited
investors.
(ii) In June, 1997, the holders (all of whom were accredited
investors) of an aggregate of $85,000 in principal amount
of Subordinated Debentures converted and exchanged them
for 85,000 restricted Units at the ratio of one Unit for
each $1.00 in principal amount [Note: This conversion
transaction was previously reported in Item 26(k) of the
Registrant's Registration Statement on Form SB-2,
Registration No. 333-22443.]
(iii) Subsequent to August 31, 1997, and prior to October 22,
1997, the Registrant sold an aggregate of $15,000 in
principal amount of its Subordinated Debentures, at
varying interest rates, together with an aggregate of
5,000 warrants to purchase Common Stock, to 2 individual
investors, all of whom were accredited investors.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OR SECURITIES HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits. See the Index to Exhibits, below.
(b) Reports on Form 8-K. Not applicable.
INDEX TO EXHIBITS.
All of the items below are incorporated by reference to the
Registrant's Registration Statement on Form SB-2, File No. 333-22443,
effective July 24, 1997, except for Item 27.1, which is included with this
filing.
Number Description
4.1 Form of Common Stock certificate.
4.1A Form of Warrant Agreement by and among the Registrant, Tuschner & Co.,
Inc. and the Warrant Agent, as revised.
4.2 Form of Warrant Agreement by and among the Registrant, the
Underwriter, and the Warrant Agent, including a Form of Warrant
Certificate.
4.3 Form of the Registrant's 10% Subordinated Debenture Due September 30,
1996, and other dates.
4.4 Form of the Registrant's Warrant to Purchase Common Shares, expiring
November 10, 1998, and other dates.
4.5 Form of Maturity Extension Agreement for Debentures.
10.1 Stock Redemption Agreement, dated November 28, 1995, between the
Regisrant and various Lease Brothers entities, together with exhibits
thereto, namely three promissory notes, a personal guaranty and a
security agreement.
10.2 Bridge Financing Agreement, dated November 27, 1995, between the
Registrant and Norman Winer, together with exhibits thereto, namely
Promissory Note, Security Agreement, Guaranty of Re-Payment, form of
Subordination Agreement and form of Temporary Waiver of Right to Put.
10.3 Form of lease with building for space for Skway Ad platform.
10.4 Form of advertising contract for Skyway Ad.
10.5 Lease Agreement between Registrant and its lessor.
10.6 Registrant's Corporate Stock Option Plan.
10.7 Form of Executive Employment Agreement.
10.8 Letter Agreement with Simon Property Group.
10.9 Letter Agreement with Lasertainment Productions International.
10.10 Joint Marketing Agreement with Skyway Publications, Inc.
10.11 Consulting Agreement with Sun Consulting, Inc.
10.12 Bank Windsor Loan Documents.
10.13 Agreement as to Change of Convertibility Terms, dated July 17, 1997,
between the Registrant and the Lease Brothers.
27.1 Financial Data Schedule.*
99.1 Registrant's Registration Statement on Form SB-2, Registration
No. 333-22443, as amended.
99.2 Supplement, dated October 2, 1997, to Registrant's Prospectus, dated
July 24, 1997.
* Included with this report. All other items are incoporated by
reference to the Registrant's Registration Statement on Form
SB-2, File No. 333-22443, effective July 24, 1997.
<PAGE>
SIGNATURES
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.
ILLUMINATED MEDIA INC.
Date: October 24, 1997 By:
Robert H. Blank
Chairman, CEO, President, CFO
(Principal Executive Officer, Principal
Financial Officer, Principal Accounting
Officer)
SIGNATURES
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.
ILLUMINATED MEDIA INC.
Date: October 24, 1997 By: /s/ Robert H. Blank
Robert H. Blank
Chairman, CEO, President, CFO
(Principal Executive Officer, Principal
Financial Officer, Principal Accounting
Officer)
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