<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000 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 NUMBER: 1-6739
TEAM COMMUNICATIONS GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CALIFORNIA 95-4519215
------------------ ------------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
12300 WILSHIRE BOULEVARD, SUITE 400 LOS ANGELES, CALIFORNIA 90025
----------------------------------------------------------- ---------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (310) 312-4400
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
On August 14, 2000, the registrant had outstanding 14,141,339 shares of
Common Stock, no par value.
<PAGE> 2
TEAM COMMUNICATIONS GROUP, INC.
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
<TABLE>
<CAPTION>
30-June
2000
------------
<S> <C>
ASSETS
Cash and cash equivalents $ 1,584,800
Short term investments 10,327,300
Trade receivables, net allowance of doubtful accounts of $560,000 15,162,300
Television programming costs, net accumulated amortization of $25,172,500 47,592,700
Fixed assets, net 2,020,100
Goodwill 1,061,000
Prepaid and other assets 1,487,600
------------
Total Assets $ 79,235,800
============
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable, accrued expenses and other liabilities $ 7,222,100
Deferred taxes 2,913,000
Deferred revenue 1,025,400
Accrued participations 4,266,900
Line of credit 3,522,000
Notes payable 1,191,100
Accrued interest 80,200
------------
Total Liabilities 20,220,700
------------
Commitments and contingencies
Shareholders' equity:
Preferred stock, no par value; 10,000,000 shares authorized; no shares
issued and outstanding --
Common stock, no par value; 40,000,000 shares authorized; 14,008,741
issued and outstanding 1,000
Paid in capital 55,930,600
Accumulated other comprehensive income (175,000)
Retained earnings 3,258,500
------------
Total shareholders' equity 59,015,100
------------
Total liabilities and shareholders' equity $ 79,235,800
============
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
<PAGE> 3
TEAM COMMUNICATIONS GROUP, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE 6 MONTHS FOR THE 6 MONTHS FOR THE 3 MONTHS FOR THE 3 MONTHS
ENDED ENDED ENDED ENDED
JUNE 30, 2000 JUNE 30, 1999 JUNE 30, 2000 JUNE 30, 1999
---------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Revenues $19,463,600 $ 7,019,900 $12,897,300 $ 3,517,900
Cost of Revenues 14,640,600 4,136,200 9,212,600 1,575,000
General and administrative expense 2,399,300 1,039,000 1,673,900 653,400
---------------------------------------------------------------------------
Earnings from operations 2,423,700 1,844,700 2,010,800 1,289,500
Interest expense 35,200 280,100 11,000 128,800
Interest income 402,600 69,600 191,400 37,700
---------------------------------------------------------------------------
Earnings before income taxes 2,791,100 1,634,200 1,945,300 1,198,400
Provision for income taxes 1,144,400 581,700 898,400 494,700
---------------------------------------------------------------------------
Earnings before extraordinary item $ 1,646,700 $ 1,052,500 $ 1,292,800 $ 703,700
===========================================================================
Extraordinary loss from early
extinguishment of debt (net of income
tax benefit of $37,500) -- 248,200 -- 248,200
---------------------------------------------------------------------------
Net Earnings (loss) $ 1,646,700 $ 804,300 $ 1,292,800 $ 455,500
===========================================================================
Earnings (loss) per common share basic
Earnings before extraordinary item $ 0.12 $ 0.29 $ 0.09 $ 0.18
Extraordinary loss -- (0.07) -- (0.06)
---------------------------------------------------------------------------
Net Earnings (loss) $ 0.12 $ 0.22 $ 0.09 $ 0.11
===========================================================================
Weighted average number of shares
outstanding basic 13,578,597 3,577,593 13,920,141 4,005,718
===========================================================================
Earnings (loss) per share diluted
Earnings before extraordinary item $ 0.11 $ 0.22 $ 0.08 $ 0.13
Extraordinary loss -- (0.05) -- (0.05)
---------------------------------------------------------------------------
Net Earnings (loss) $ 0.11 $ 0.17 $ 0.08 $ 0.09
===========================================================================
Weighted average number of shares
outstanding diluted 14,830,412 4,762,511 15,233,039 5,334,870
===========================================================================
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
<PAGE> 4
TEAM COMMUNICATIONS GROUP, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE 6 MONTHS FOR THE 6 MONTHS
ENDED ENDED
JUNE 30, 2000 JUNE 30, 1999
------------ ------------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income $ 1,646,700 $ 804,300
Adjustments to reconcile net income to cash used
for operating activities:
Depreciation and amortization 143,000 6,000
Amortization of television programming costs 15,020,600 4,136,200
Allowance for doubtful accounts 164,200 -
Additions to television programming costs (34,842,700) (9,883,700)
Amortization of notes payable discount - 17,500
Warrants issued in exchange for services 171,800
Changes in assets and liabilities:
Decrease (increase) in trade receivables 3,104,100 (2,744,900)
Increase in Other assets (736,600) (617,800)
Increase (decrease) in accounts payable, accrued
expenses and other liabilities (1,618,300) 4,634,400
Increase (decrease) in deferred revenue 466,000 (387,300)
Increase in accrued participations 495,400 745,700
Increase (decrease) in accrued interest 48,100 65,100
Foreign currency translation (149,100) --
------------ ------------
Net cash used for operating activities (16,086,700) (3,224,500)
------------ ------------
INVESTING ACTIVITIES:
Purchase of fixed assets (1,535,400) (19,600)
Purchase of available for sale securities (10,327,300)
Decrease (increase) in due from officer 170,400 (25,000)
------------ ------------
Net cash provided (used) for investing activities (11,692,300) (44,600)
------------ ------------
FINANCING ACTIVITIES:
Proceeds from issuance of note payable and warrants 1,037,300 2,100,000
Payments on line of credit 3,172,000 (264,000)
Principal payment on loan due to shareholder - (50,000)
Issuance of common stock 4,065,800 3,358,100
Sale treasury stocks - 34,600
Extraordinary charge for early retirement of debt - 248,200
Principal payment of notes payable - (2,247,900)
------------ ------------
Net cash provided by financing activities 8,275,100 3,179,000
------------ ------------
Net change in cash (19,503,900) (90,100)
Cash at beginning of period 21,088,700 1,027,700
------------ ------------
Cash at end of period $ 1,584,800 $ 937,600
============ ============
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
<PAGE> 5
TEAM COMMUNICATIONS GROUP, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
SUPPLEMENTAL SCHEDULE ON NON-CASH ACTIVITIES
(UNAUDITED)
<TABLE>
<CAPTION>
<S> <C> <C>
Issuance of shares in connection
with the acquisition of film rights $ 912,000 $ --
Issuance of shares and warrants in connection
with services provided to the Company $ 171,700 $ 1,235,900
Issuance of shares in connection
with extinguishment of debt -- 1,146,300
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements
<PAGE> 6
TEAM COMMUNICATIONS GROUP, INC.
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
(UNAUDITED)
<TABLE>
<CAPTION>
Common Stock
---------------------------
Number Paid in Comprehensive Accumulated
of Shares Par Value Capital Loss (Deficit)
---------- ----------- ----------- ------------- -----------
<S> <C> <C> <C> <C> <C>
Balance at December 31, 1999 12,895,509 $ 1,000 $51,693,000 $ (26,000) $ 1,611,800
Net Income for the six months
ended June 30, 2000 -- -- -- -- 1,646,700
Issuance of stock Acquisition of Film Rights 128,572 -- 912,000 -- --
Issuance of warrants -- -- 171,800 -- --
Exercise of warrants and options 984,660 -- 3,153,800 -- --
Foreign currency translation adjustment -- -- -- (149,000) --
----------- ----------- ----------- ----------- -----------
Balance at June 30, 2000 14,008,741 $ 1,000 $55,930,600 $ (175,000) $ 3,258,500
=========== =========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements
<PAGE> 7
TEAM COMMUNICATIONS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 -- BASIS OF PREPARATION-SIGNIFICANT ACCOUNTING POLICIES:
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim
financial statements. Accordingly, they do not include all of the
information and disclosures required for annual financial statements. These
financial statements should be read in conjunction with the financial
statements and related footnotes for the year ended December 31, 1999,
included in the TEAM Communications Group, Inc. ("Company") financial report
in the Company's 10-KSB.
In the opinion of the Company's management, all adjustments (consisting of
normal recurring accruals) necessary to present fairly the Company's
financial position as of June 30, 2000, and the results of operations and
cash flows for the six month period ended June 30, 2000 have been included.
The results of operations for the three and six month periods ended June 30,
2000, are not necessarily indicative of the results to be expected for the
full fiscal year. For further information, refer to the financial statements
and footnotes thereto included in the Company's 10-KSB filed for the year
ended December 31, 1999.
The preparation of 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 financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
The Company recognizes revenues from licensing agreements covering
entertainment product when the product is available to the licensee for
telecast, exhibition or distribution, and other conditions of the licensing
agreements have been met in accordance with Statement of Financial
Accounting Standards ("SFAS") No. 53, "Financial Reporting by Producers and
Distributors of Motion Picture Films."
The Company, as required by SFAS No. 53, values its film cost at the lower
of unamortized cost or net realizable value on an individual title basis.
Film costs represent those costs incurred in the development, production and
distribution of television projects. These costs
<PAGE> 8
have been capitalized in accordance with SFAS No. 53. Amortization of film
cost is charged to expense and third party participation are accrued using
the individual film forecast method whereby expense is recognized in the
proportion that current period revenues bear to an estimate of ultimate
revenues. These estimates of revenues are prepared and reviewed
periodically by management.
In June 2000, the FASB rescinded FASB Statement No. 53, Financial Reporting
by Producers and Distributors of Motion Picture Films which was replaced by
Statement of Position, SOP 00-02. An entity that previously was subject to
the requirements of SFAS No. 53 will now follow the guidance in the
Statement of Position, "Accounting by Producers and Distributors if Films."
This Statement of Position will be effective financial statements for fiscal
years beginning after December 15, 2000 and could have a significant impact
on our results of operations and financial position depending on its final
outcome. We have not concluded on its impact.
Short-term investments: The Company accounts for short-term investments in
accordance with statement of Financial Accounting Standards (SFAS) No. 115
"Accounting for Certain Investments in Debt and Equity Securities". The
Company's short-term investments, all of which are classified as
available-for-sale as defined by SFAS No. 115, consist primarily of
corporate bonds. Pursuant to SFAS No. 115, such investments are stated at
market value, and unrealized gains and losses on such securities are
reflected, net of tax, in shareholders' equity.
NOTE 2 -- SHORT-TERM INVESTMENTS:
It is the Company's intent to maintain a liquid portfolio to take advantage
of investment opportunities; therefore, all securities are considered to be
available-for-sale. Short-term investments as of June 30, 2000 consist of:
<TABLE>
<CAPTION>
Gross
Unrealized
Holding
(Losses)
Cost Gains Fair Value
-------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Corporate bonds and other $10,344,700 (17,400) 10,327,300
</TABLE>
Maturities of short-term investments at June 30, 2000 were as follows:
<PAGE> 9
<TABLE>
<CAPTION>
Cost Fair Value
--------------------------------------------------------------------------------------------
<S> <C> <C>
Due within one year.............................. $ 9,617,500 $ 9,601,100
Due after one year through five years........... 727,200 726,200
--------------------------------------------------------------------------------------------
$10,344,700 $10,327,300
--------------------------------------------------------------------------------------------
</TABLE>
NOTE 3 -- TELEVISION PROGRAM COSTS:
Television program costs as of June 30, 2000, consist of the following:
In process and development $ 851,800
Released, less accumulated amortization 46,740,900
-----------
Total television program costs $47,592,700
===========
NOTE 4 -- LITIGATION AND CONTINGENCIES:
In the ordinary course of business, the Company has or may become involved
in disputes or litigation. On the basis of information available to it,
management believes such contingencies will not have a materially adverse
impact on the Company's financial position or results of operations.
<PAGE> 10
NOTE 5 -- LINE OF CREDIT:
The Company maintains a revolving line of credit with Paine Webber. The
credit line is up to $7,500,000. As of June 30, 2000, the outstanding
balance of the line of credit was $3,522,000. The line of credit is secured
by the Company's investment account at Paine Webber of approximately
$10,327,300.
NOTE 6 --- NOTES PAYABLE:
Notes payable consists primarily of one note originated in June 2000 when
the Company obtained a loan in the amount of $1,000,000 from Mercantile
National Bank. The loan carries interest at prime plus 0.25% or currently at
9.75% and matures June 17, 2002. This loan is secured by substantially all
the assets of the Company.
NOTE 7 -- RELATED PARTY TRANSACTIONS:
As a consequence of the Company's October 1999 acquisition of Dandelion,
certain receivables resulting from sales made prior to the acquisition are
now considered due from related parties for financial reporting purposes. In
June 1999 the Company entered into a five year license agreement for
certain territories including the UK of 20 made-for-television movies with
Renown Pictures, Ltd., a UK company owned by Noel Cronin, formerly the owner
of Dandelion. At June 30, 2000 the receivable due from Renown was $725,000.
Noel Cronin is also a director of String of Pearls Plc. In September 1999,
the Company entered into a ten year license agreement for certain European
territories including Germany, France and Italy, of 20 made-for-television
movies with String of Pearls Plc. At June 30, 2000, the receivable due from
String of Pearls Plc. was $3,085,000. Mr. Cronin has personally guaranteed
the obligation of String of Pearls Plc. and pledged $1,875,000 in escrow,
which is owed to him by the Company from the Company's acquisition of
Dandelion.
<PAGE> 11
ITEM 2-MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND
RESULTS OF OPERATIONS
This Management's Discussion and Analysis of Financial Conditions and
Results of Operations contains certain "forward-looking statements" as
defined in the Private Securities Litigation Reform Act of 1995. Such
statements relating to future events and financial performance are
forward-looking statements involving risks and uncertainties that are
detailed from time to time in our various Securities and Exchange Commission
filings. Our actual results could differ materially from those anticipated
in these forward-looking statements as a result of uncontrollable factors.
The following discussion should be read in conjunction with the Consolidated
Financial Statements and Notes thereto appearing elsewhere in this 10-QSB.
RESULTS OF OPERATIONS
For the three months ended June 30, 2000, the Company reported a net income
of approximately $1,292,800 on total revenues of approximately $12,897,300
compared to net income of approximately $455,500 on total revenues of
approximately $3,517,900 for the same period ended June 30, 1999. Net income
increased by approximately $837,300 for the three months ended June 30,
2000, versus the three months ended June 30, 1999, primarily due to the sale
of certain rights of a library of twenty-nine movie of the week titles and
continuing revenue from "Total Recall 2070" which is airing in syndication
in the United States. Revenue for the period ended June 30, 2000 included
approximately $6,690,000 on the sale of certain broadcast rights for movies
of the week included in the acquired library and $3,950,000 from the
syndication of "Total Recall 2070". Revenue for the period ended June 30,
1999, included approximately $3,300,000 on the sale of certain European
broadcast rights for movies of the week included in a previously acquired
library.
Cost relating to revenues was $9,212,600 for the three months ended June 30,
2000 as compared to $1,575,000 for the three months ended June 30, 1999. The
costs relate to amortization of production or acquisition costs of
television programming for which revenue was recognized during the period.
Gross profit margin on sales of television programming for the three months
end June 30, 2000 was 29 percent compared to 55 percent for the period ended
June 30, 1999. The decrease in gross profit margin as a percentage of
revenue is due to the Company in 2000 concentrating on sales of newly
produced programming, i.e. "Total Recall 2070" and "Call of the Wild", which
is more expensive and has less of a sales history to demonstrate significant
future sales cycles; therefore, has a higher amortization of production
costs as compared to the older product which was responsible for most of the
revenue in 1999.
<PAGE> 12
General and administrative expense increased to $1,673,900 for the three
months ended June 30, 2000 from $653,400 for the same period in 1999. The
increase in general and administrative expenses are a result of an increase
in expenses for staff of approximately $350,000 primarily for production and
development, approximately $360,000 in general and administrative expenses
associated with the newly acquired Team Dandelion in the U.K., approximately
$300,000 in new expenses related to investor relations primarily due to the
Company's expanded investor base in Europe resulting from the German
Offering in November 1999.
In 1999, the Company had incurred an extraordinary loss of $248,200 related
to the conversion of $850,000 in debt to common stock.
For the three months ended June 30, 2000, the Company incurred and
capitalized approximately $115,000 in interest on debt related to
production. This is compared to $128,800 incurred and expensed for the three
months ended June 30, 1999. In the first six months of 1999, the Company had
no production in process.
For the six months ended June 30, 2000, the Company reported a net income of
approximately $1,747,600 on total revenues of approximately $19,463,600
compared to net income of approximately $804,300 on total revenues of
approximately $7,019,900 for the same period ended June 30, 1999. Net income
increased by approximately $943,300 for the six months ended June 30, 2000,
versus the six months ended June 30, 1999, primarily due to the sale of
certain rights of Company's library of movie of the week titles. Revenue for
the period ended June 30, 2000 included approximately $6,690,000 on the
sales of certain broadcast rights for movies of the week included in the
Company's acquired library and approximately $5,150,000 on the U.S.
syndication of "Total Recall 2070".
Cost relating to revenues was $14,640,600 for the six months ended June 30,
2000 as compared to $4,136,200 for the six months ended June 30, 1999. The
costs relate to amortization of production costs of television programming
for which revenue was recognized during the period. Gross profit margin on
sales of television programming for the six months end June 30, 2000 was 25
percent compared to 41 percent for the period ended June 30, 1999. The lower
gross profit margin for the six months ended June 30, 2000 was due to the
Company selling more expensive television drama programming, such as "Total
Recall 2070" and "Call of the Wild", produced and owned by the Company and
its partners as opposed to distributing more reality based programming and
programming previously produced and acquired by the Company in the six
months ended June 30, 1999.
General and administrative expense is $2,399,300 for the six months ended
June 30, 2000 compared to $1,039,000 for the same period in 1999. The 2000
General and administrative
<PAGE> 13
costs increased $450,000 due to the increase in staff salaries primarily in
production and development, an increase of approximately $600,000
associated with the new U.K. operations of Team Dandelion and approximately
$300,000 in new expenses related to investor relations primarily in Europe
resulting from the Company's German Offering in November 1999.
In 1999, the Company had incurred an extraordinary loss of $248,200 related
to the conversion of $850,000 in debt to common stock.
For the six months ended June 30, 2000, the Company incurred approximately
$150,000 in interest and capitalized approximately $115,000 in interest on
debt related to production. This is compared to $280,100 incurred and
expensed for the six months ended June 30, 1999. In the first six months of
1999, the Company had no production in process. The reduction in the amount
of interest incurred by the Company is due to retirement of debt in 1999.
Receivables at June 30, 2000 were $15,162,300, approximately $13,000,000 of
which are from entities domiciled outside the United States. These
international receivables represent approximately 17% of the total assets of
the Company.
LIQUIDITY AND CAPITAL RESOURCES
Primarily as a result of our German Offering in December 1999, we have a
liquidity surplus of approximately $10.8 million at June 30, 2000. We define
liquidity surplus as:
o cash and cash equivalents, investments and accounts receivable
(net), less
o accounts payable, accrued expenses and other liabilities,taxes,
deferred revenue, accrued participations, notes payable due
within one year, line of credit and accrued interest.
We continue to finance our operations from our own sales and production
activities, equity financing, notes payables and lines of credit.
On December 2, 1999, we completed the sale of 6,150,000 shares of our common
stock, 150,000 shares of which were sold by and for the account of a selling
shareholder, in the German Offering. The German Offering was underwritten by
Gontard & MetallBank AG and a group of associated underwriters. The offering
price was $6.21 per share. The net proceeds to us were approximately $31.5
million after deducting underwriting fees
<PAGE> 14
and estimated offering expenses. Approximately $9.4 million of the net
proceeds have been used to repay all of our outstanding indebtedness.
We are involved in a financing transaction with Imperial Bank with respect
to "Call of the Wild" which closed in the third quarter of 2000. Pursuant to
that transaction, we will defer all of our distribution fees of "Call of the
Wild" until Imperial Bank's loan has been repaid. The Company continues to
pursue alternative financing for production and under the terms of such
financing the Company will defer a significant portion if not all of our
distribution fees until the facilities have been reimbursed.
We currently have a liquidity surplus of approximately $10.8 million,
however, as the entertainment industry is highly capital intensive we
continue to pursue and work toward financing alternatives and search for
additional capital. We also continue to explore a variety of other financial
alternatives to increase our working capital, including obtaining a
significant production line of credit with a commercial bank, or pursuing
other types of debt or equity financing. No assurance can be given that such
financing can ultimately be obtained or that it will be on reasonably
attractive terms.
RECENT ACCOUNTING PRONOUNCEMENTS
In June 2000, the FASB rescinded FASB Statement No. 53, Financial Reporting
by Producers and Distributors of Motion Picture Films which was replaced by
Statement of Position, SOP 00-02. An entity that previously was subject to
the requirements of SFAS No. 53 will now follow the guidance in the
Statement of Position, "Accounting by Producers and Distributors if Films."
This Statement of Position will be effective financial statements for fiscal
years beginning after December 15, 1999 and could have a significant impact
on our results of operations and financial position depending on its final
outcome. We have not concluded on its impact.
<PAGE> 15
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings
In the ordinary course of business, the Company has or may become involved
in disputes or litigation. On the basis of information available to it,
management believes such contingencies will not have a materially adverse
impact on the Company's financial position or results of operations.
Item 6 - Exhibits and Reports on Form 8-K
Exhibits
27 Financial Data Schedule
Form 8-K
None
<PAGE> 16
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
Dated: August 21, 2000
TEAM COMMUNICATIONS GROUP, INC.
By: /s/ DREW S. LEVIN
------------------------------
Drew S. Levin
Chairman of the Board of
Directors and Chief Executive
Officer
