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APPENDIX 2
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C., 20549
FORM 6-K/A
AMENDMENT NUMBER 1 TO FORM 6-K FILED 1ST FEBRUARY 2000
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of January, 2000
PEACE ARCH ENTERTAINMENT GROUP INC.
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(Translation of Registrant's name into English)
#302, 1132 Hamilton Street, Vancouver, B.C., Canada, V6B 2S2
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(Address of principal executive office)
[Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20F or Form 40-F.
Form 20-F [ X ] Form 40-F [___]]
[Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes [___] No [ X ]
(If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b): 82-_______________ )]
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PEACE ARCH LOGO
27th January 2000
TO WHOM IT MAY CONCERN:
Dear Sir or Madam:
Re: Quarterly Report, Peace Arch Entertainment Group Inc.
30th November 1999
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I hereby confirm that the Unaudited Consolidated Financial Statements for the
Three Months Ended November 30, 1999 were sent by first class mail to the
shareholders of the supplemental mailing list of Peace Arch Entertainment Group
Inc. on 27th January 2000.
I trust you will find the above in order
Yours truly,
PEACE ARCH ENTERTAINMENT GROUP INC.
REBECCA PATERSON
Rebecca Paterson
Assistant to Juliet Jones, Chief Financial Officer
/enclosures
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Message to Shareholders January 27, 1999
We are pleased to announce our operating results for the first quarter of Fiscal
Year 2000. For the three months ended November 30, 1999, the Company reported
earnings of $363,607, or $0.09 per diluted share, on revenue of $8.5 million. In
the comparable quarter of last year, the Company reported earnings of $846,196,
or $0.28 per diluted share, on revenue of $15.1 million. The weighted average
number of common shares outstanding increased 25% to 3,785,000 in the most
recent quarter, versus 3,026,000 a year earlier, as a result of the Company's
public stock offering in July 1999. The Company realized the benefit of the last
of its tax losses in the prior fiscal year, resulting in current period tax
expense of $392,000 compared with $116,000 for the comparable period of last
year.
We are pleased with our first quarter operating results. Pre-tax earnings from
operations of $670,000 compared with $962,000 in the first quarter of last year,
and were better than anticipated due to improved margins on both proprietary
programming service production. Pretax profit margins from operations improved
to 7.9% of revenues in the most recent quarter, from 6.4% in the comparable
prior-year period.
The decline in revenue was expected and reflects the delivery of fewer episodes
of programming. In the series television business, programming delivery
schedules can vary significantly on a quarter-to-quarter basis. We believe this
is a temporary decline that does not reflect the underlying strength of our
business. At the present time, we expect revenues to decline in our second
fiscal quarter, relative to the prior-year period, due in part to the
postponement of several episodes of our award winning series, "First Wave". The
postponement was necessary so that a principal cast member could undergo
elective back surgery. We expect an increase in third quarter revenue, which
will benefit from the delivery of the postponed episodes. Fourth quarter revenue
is expected to reflect further growth, based on the strength of our production
slate.
Peace Arch had a busy quarter which led to a number of accomplishments that have
not yet been reflected in our bottom line. During the quarter, we launched
STREAMSCAPES-TM-, our B2B Web-based communications tool and signed a
groundbreaking deal with MP3.com to source original score music through the
Internet. We also added David Steinberg (SEINFELD, MAD ABOUT YOU AND FRIENDS)
and Frank van Keeken (MAD ABOUT YOU, MATERIAL WORLD and the recently premiered
SAMMY) to the expanding roster of "A List" creative talent that we are working
with. Our development activities have also expanded to the point where we
presently have development funding agreements with virtually all of Canada's
leading private broadcast networks.
At the present time we have shows airing in over 80 million households
throughout North America and in over 40 countries worldwide. The worldwide
acceptance of our shows, combined with our proven ability to deliver quality
television on time and on budget, has created many new opportunities for Peace
Arch. Our goal is to select the very best of these opportunities and create
exciting new programming which can add to the value of our program library.
PEACE ARCH ENTERTAINMENT GROUP INC.
TIMOTHY GAMBLE
Timothy Gamble, President
THIS MESSAGE INCLUDES STATEMENTS THAT MAY CONSTITUTE FORWARD-LOOKING
STATEMENTS, USUALLY CONTAINING THE WORDS BELIEVE , ESTIMATE , PROJECT ,
EXPECT OR SIMILAR EXPRESSIONS. THESE STATEMENTS ARE MADE PURSUANT TO THE
SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995. FORWARD-LOOKING STATEMENTS INHERENTLY INVOLVE RISKS AND
UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM
THE FORWARD-LOOKING STATEMENTS. FACTORS THAT WOULD CAUSE OR CONTRIBUTE TO
SUCH DIFFERENCES INCLUDE, BUT ARE NOT LIMITED TO, CONTINUED ACCEPTANCE OF
THE COMPANY'S PRODUCTS AND SERVICES IN THE MARKETPLACE, COMPETITIVE
FACTORS, DEPENDENCE UPON THIRD-PARTY VENDORS, AND OTHER RISKS DETAILED IN
THE COMPANY'S PERIODIC REPORT FILINGS WITH THE SECURITIES AND EXCHANGE
COMMISSION. BY MAKING THESE FORWARD-LOOKING STATEMENTS, THE COMPANY
UNDERTAKES NO OBLIGATION TO UPDATE THESE STATEMENTS FOR REVISIONS OR
CHANGES AFTER THE DATE OF THIS MESSAGE.
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PEACE ARCH ENTERTAINMENT GROUP INC.
CONSOLIDATED BALANCE SHEETS
AS AT NOVEMBER 30, 1998 AND 1999
<TABLE>
<CAPTION>
(Expressed in thousands of Canadian dollars)
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1998 1999
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<S> <C> <C>
ASSETS
Cash and cash equivalents $ 1,975 $ 3,862
Accounts receivable 1,148 4,737
Tax credits receivable 10,228 15,859
Productions in progress 11,831 2,391
Prepaid expenses and deposits 354 242
Investment in television programming 7,592 11,458
Property and equipment 9,560 7,030
Deferred costs 156 307
Goodwill and trademarks 2,511 3,152
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$ 45,355 $ 49,038
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LIABILITIES AND SHAREHOLDERS' EQUITY
Bank indebtedness $ 5,331 $ 8,064
Accounts payable and accrued liabilities 2,462 6,001
Loans due to directors and shareholders 386 -
Deferred revenue 10,244 3,204
Deferred gain - 407
Future income taxes - 1,086
Debt 8,353 4,186
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26,776 22,948
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Shareholders' equity:
Share capital 26,178 32,182
Authorized:
100,000,000 Class A Multiple Voting Shares
Issued - 1,490,484 (Nov 30, 1998 - 1,512,965)
100,000,000 Class B Subordinate Voting Shares
Issued - 2,295,459 (Nov 30, 1998 - 1,512,970)
25,000,000 Preference Shares, issuable in series
Issued - nil
Other paid-up capital - 136
Deficit (7,599) (6,228)
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18,579 26,090
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$ 45,355 $ 49,038
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</TABLE>
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PEACE ARCH ENTERTAINMENT GROUP INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED NOVEMBER 30, 1998 AND 1999
<TABLE>
<CAPTION>
(Expressed in thousands of Canadian dollars except per share information)
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1998 1999
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<S> <C> <C>
REVENUE $ 15,124 $ 8,528
EXPENSES:
Amortization of television programming 12,514 6,019
Other costs of production and sales 761 648
Depreciation and amortization 87 145
Selling, general and administrative 584 819
Interest 216 227
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14,162 7,858
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Earnings from operations before undernoted 962 670
Gain on sale of asset - 86
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- 86
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Earnings before income taxes 962 756
Income taxes 116 392
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NET EARNINGS FOR THE PERIOD 846 364
Deficit, beginning of period (8,445) (6,592)
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DEFICIT, END OF PERIOD $ (7,599) $ (6,228)
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BASIC NET EARNINGS PER COMMON SHARE $ 0.28 $ 0.09
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FULLY DILUTED EARNINGS PER COMMON SHARE $ 0.28 $ 0.09
====================================================================================
Weighted average number of shares outstanding
during the period (000's) 3,026 3,785
</TABLE>
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PEACE ARCH ENTERTAINMENT GROUP INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED NOVEMBER 30, 1998 AND 1999
<TABLE>
<CAPTION>
(Expressed in thousands of Canadian dollars)
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1998 1999
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<S> <C> <C>
Operating activities:
Net earnings $ 846 $ 364
Items not involving cash:
Depreciation and amortization 12,867 6,149
Future income taxes - 289
Gain on sale of assets - (106)
Other - 8
Changes in non-cash working capital (2,540) (1,038)
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11,173 5,666
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Investing activities:
Investment in television programming (14,740) (7,235)
Increase in deferred costs (46) (79)
Increase in goodwill and trademarks - (9)
Property and equipment acquired (96) (5)
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(14,882) (7,328)
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Financing activities:
Issue of common shares, net 1,200 -
Increase in bank indebtedness 2,682 1,132
Repayment of debt (74) (63)
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3,808 1,069
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Increase (decrease) in cash and cash equivalents 99 (593)
Cash and cash equivalents, beginning of period 1,876 4,455
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Cash and cash equivalents, November 30 $ 1,975 $ 3,862
==========================================================================================
Supplementary information:
Interest paid $ 137 $ 96
Income taxes paid - -
</TABLE>
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Form 6K-A, Amendment Number 1 to the Form 6-K
filed on 1st February 2000, be signed on its behalf by the undersigned,
thereunto duly authorized.
Peace Arch Entertainment Group Inc.
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(Registrant)
Date February 2nd, 2000 By /s/ JULIET JONES
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(Signature)*
Juliet Jones, CFO
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*Print the name and title under the signature of the signing officer.
GENERAL INSTRUCTIONS
A. Rule as to Use of Form 6-K,
This form shall be used by foreign private issuers which are required to furnish
reports pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of
1934.
B. Information and Document required to be Furnished,
Subject to General Instruction D herein, an issuer furnishing a report on this
form shall furnish whatever information, not required to be furnished on Form
40-F or previously furnished, such issuer (I) makes or is required to make
public pursuant to the law of the jurisdiction of its domicile or in which it is
incorporated or organized, or (ii) files or is required to file with a stock
exchange on which its securities are traded and which was ;made public by that
exchange, or (iii) distributes or is required to distribute to its security
holders.
The information required to be furnished pursuant to (I), (ii) or (iii) above is
that which is material with respect to the issuer and its subsidiaries
concerning: changes in business; changes in management or control; acquisitions
or dispositions of assets; bankruptcy or receivership; changes in registrant's
certifying accountants; the financial condition and results of operations;
material legal proceedings; changes in securities or in the security for
registered securities; defaults upon senior securities; material increases or
decreases in the amount outstanding of securities or indebtedness; the results
of the submission of matters to a vote of security holders; transactions with
directors, officers or principal security holders; the granting of options or
payment of other compensation to directors or officers; and any other
information which the registrant deems of material importance to security
holders.
This report is required to be furnished promptly after the material contained in
the report is made public as described above. The information and documents
furnished in this report shall not be deemed to be "filed" for the purpose of
Section 18 of the Act or otherwise subject to the liabilities of that section.
If a report furnished on this form incorporates by reference any information not
previously filed with the Commission, such information must be attached as an
exhibit and furnished with the form.
C. Preparation and Filing of Report
This report shall consist of a cover page, the document or report furnished by
the issuer, and a signature page. Eight complete copies of each report on this
form shall be deposited with the Commission. At least one complete copy shall be
filed with each United States stock exchange on which any security of the
registrant is listed and registered under Section 12(b) of the Act. At least one
of the copies deposited with the Commission and one filed with each such
exchange shall be manually signed. Unsigned copies shall be conformed.
D. Translations of Papers and Documents into English
Reference is made to Rule 12b-12(d) [17 CFR 240.12b-12(d)]. Information required
to be furnished pursuant to General Instruction B in the form of press releases
and all communications or materials distributed directly to security holders of
each class of securities to which any reporting obligation under Section 13(a)
or 15(d) of the Act relates shall be in the English language. English versions
or adequate summaries in the English language of such materials may be furnished
in lieu of original English translations.
Notwithstanding General Instruction B, no other documents or reports, including
prospectuses or offering circulars relating to entirely foreign offerings, need
be furnished unless the issuer otherwise has prepared or caused to be prepared
English translations, English versions or summaries in English thereof. If no
such English translations, versions or summary have been prepared, it will be
sufficient to provide a brief description in English of any such documents or
reports. In no event are copies of original language documents or reports
required to be furnished.
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