FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
For the Quarterly Period Ended September 30, 1995
--------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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COMMISSION FILE NO. 0-7843
LEISURE CONCEPTS, INC.
(Exact name of registrant as specified in its Charter)
NEW YORK
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(State of Incorporation)
13-2691380
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(I.R.S. Employer Identification Number)
1414 Avenue of the Americas, New York, New York
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(Address of Principal Executive Offices)
10019
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(Zip Code)
(212) 758-7666
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(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
----------------
(Former Name, Former Address and Former Fiscal Year if changed
since last report)
Indicate by a check mark whether the registrant: (1) has filed
all annual, quarterly and other reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or 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
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Indicate the number of shares outstanding of each of the
Registrant's classes of common stock, as of the close of the
latest practicable date.
Class Outstanding at November 13, 1995
- ---------------------------- --------------------------------
Common Stock, $.01 Par Value 2,944,831
<PAGE>
LEISURE CONCEPTS, INC.
AND SUBSIDIARIES
INDEX
PAGE NUMBER
PART I: FINANCIAL INFORMATION
Item 1: Financial Statements
Consolidated Balance Sheets 1
September 30, 1995 (Unaudited) and
December 31, 1994.
Consolidated Statements of Operations 2
Nine and Three Months Ended
September 30, 1995 and 1994 (Unaudited)
Consolidated Statements of Cash Flows 3
Nine Months Ended
September 30, 1995 and 1994 (Unaudited)
Notes to Consolidated Financial 4
Statements (Unaudited)
Item 2: Management's Discussion and Analysis 6
of Financial Condition and Results of Operations
PART II: OTHER INFORMATION 9
<PAGE>
LEISURE CONCEPTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1995 1994
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ASSETS (UNAUDITED)
CURRENT ASSETS:
<S> <C> <C>
Cash and cash equivalents $3,284,433 $7,371,311
Accounts receivable, net 4,077,988 14,908,245
Film inventory--net 2,783,013 764,259
Prepaid refundable income taxes 1,593,211 565,493
Prepaid expenses and other current assets 600,613 416,142
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Total current assets 12,339,258 24,025,450
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FURNITURE, FIXTURES AND COMPUTER EQUIPMENT--(Net) 390,450 392,481
FILM INVENTORY -- Noncurrent 1,448,307 1,448,307
ACCOUNTS RECEIVABLE -- Noncurrent, net 2,902,525 3,055,035
SECURITY DEPOSITS AND OTHER ASSETS 199,798 455,123
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TOTAL ASSETS $17,280,338 $29,376,396
============= ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Due to licensors $1,624,881 $1,800,036
Media payable 2,579,247 13,107,185
Accounts payable and accrued expenses 514,972 632,751
Current deferred tax liability 326,350 326,350
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Total current liabilities 5,045,450 15,866,322
NONCURRENT DEFERRED TAX LIABILITY 933,316 933,316
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Total liabilities 5,978,766 16,799,638
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STOCKHOLDERS' EQUITY
Preferred stock, $.01 par value -- authorized,
3,000,000 shares; none issued
Common stock, $.01 par value -- authorized,
10,000,000 shares; issued, 2,944,831 shares 29,448 29,448
Additional paid-in capital 4,429,906 4,429,906
Retained earnings 6,842,218 8,117,404
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Total stockholders' equity 11,301,572 12,576,758
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $17,280,338 $29,376,396
============= ==============
</TABLE>
See notes to consolidated financial statements
-1-
<PAGE>
LEISURE CONCEPTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
1995 1994 1995 1994
---------------- --------------- --------------- ---------------
REVENUES:
<S> <C> <C> <C> <C>
Net revenues $1,283,252 $1,857,900 $2,990,339 $3,968,186
COST AND EXPENSES:
Selling, general and administrative cost 1,698,438 1,779,974 5,319,911 5,503,671
Amortization of capitalized film cost 85,025 75,336 148,991 879,967
---------------- --------------- --------------- ---------------
Total cost and expenses 1,783,463 1,855,310 5,468,902 6,383,638
---------------- --------------- --------------- ---------------
(500,211) 2,590 (2,478,563) (2,415,452)
INTEREST INCOME 54,383 86,613 241,380 226,142
---------------- --------------- --------------- ---------------
INCOME (LOSS) BEFORE INCOME
TAX (BENEFIT) (445,828) 89,203 (2,237,183) (2,189,310)
INCOME TAX (BENEFIT) (192,000) 39,000 (962,000) (941,000)
---------------- --------------- --------------- ---------------
NET INCOME (LOSS) ($253,828) $50,203 (1,275,183) (1,248,310)
================ =============== =============== ===============
PER SHARE AMOUNTS
Earnings (loss) per common and dilutive
common equivalent share ($0.08) $0.02 ($0.42) ($0.40)
================ =============== =============== ===============
Earnings (loss) per common share--
assuming full dilution ($0.08) $0.02 ($0.42) ($0.40)
================ =============== =============== ===============
Weighted average number of common and
common equivalent shares outstanding 3,001,555 2,991,946 2,990,702 3,113,783
================ =============== =============== ===============
</TABLE>
See notes to consolidated financial statements.
-2-
<PAGE>
LEISURE CONCEPTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
1995 1994
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<S> <C> <C>
OPERATING ACTIVITIES:
Net loss ($1,275,183) ($1,248,310)
Adjustments to reconcile net loss to net cash
(used in) provided by operating activity
Depreciation and amortization 174,472 137,062
Amortization of capitalized film cost 148,991 879,967
Changes in assets and liabilities (using)
providing cash:
Accounts receivable 10,982,767 3,309,948
Unearned advances -- 1,000,000
Film inventory (2,167,744) (1,091,619)
Prepaid expenses and other current assets (184,471) (212,508)
Prepaid/Refundable income taxes (1,027,718) 519,394
Security deposits and other assets 193,789 76,833
Due to licensors (175,155) (2,172,877)
Accounts payable and accrued expenses (117,779) 679,097
Media payable (10,527,938) (1,763,713)
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Net cash (used in) provided by operating activies (3,975,969) 113,274
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INVESTING ACTIVITIES:
Purchase of furniture and fixtures (110,909) (117,605)
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Net cash used in investing activities (110,909) (117,605)
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FINANCING ACTIVITIES:
Proceeds from exercise of stock options -- 62,500
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Net cash provided by financing activities -- 62,500
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NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS (4,086,878) 58,169
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 7,371,311 6,275,146
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CASH AND CASH EQUIVALENTS, END OF PERIOD 3,284,433 6,333,315
============== =============
</TABLE>
See notes to consolidated financial statements.
-3-
<PAGE>
LEISURE CONCEPTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
September 30, 1995
Note 1
The accompanying consolidated financial statements have been
prepared in accordance with generally accepted accounting
principles for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and
footnotes as required by generally accepted accounting principles
for complete financial statements. In the opinion of management,
all adjustments (consisting only of normal recurring adjustments)
considered necessary for a fair presentation of the interim
financial information have been included. Operating results for
nine months ended September 30, 1995 are not necessarily
indicative of the results that may be expected for the year
ending December 31, 1995. For further information, refer to the
consolidated financial statements and footnotes thereto included
in Leisure Concepts, Inc.'s ("LCI" or the "Company") Form 10-K
for the year ended December 31, 1994.
Note 2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: For a summary of
significant accounting policies reference is made to the
Company's report on Form 10-K previously filed for the year ended
December 31, 1994.
Note 3
RECLASSIFICATIONS: Certain reclassifications have been made to
the 1994 financial statements to conform to the 1995
presentation.
Note 4
PER SHARE AMOUNTS: Earnings per common and dilutive common
equivalent share are based on the weighted average number of
shares and common equivalent shares outstanding during the
period. Common shares issuable upon the exercise of options
are included as common equivalent shares when their inclusion
is dilutive using the treasury stock method.
-4-
<PAGE>
Note 5
STOCK OPTIONS:
In accordance with the provisions of the 1994 stock option plan,
options to purchase 100,000 shares of the Company's common stock
were granted in the first quarter of 1995 to the Chairman and
Chief Executive Officer of the Company and options to purchase
50,000 shares were granted to each of the two outside directors.
All such options were at an exercise price of $3.625 the market
price of the Company's common stock at the time of grant. In
addition, options to purchase 174,500 shares of the Company's
common stock were granted to employees other than directors under
the Company's option plans. Such options were granted at exercise
prices ranging from $2.625 to $3.8125, the market price of the
Company's common stock at the time of grant.
Note 6
COMMITMENTS AND CONTINGENCIES:
Credit Facility- The Company's unsecured $5,000,000 line of
credit (the "Credit Facility") from Chemical Bank which was
scheduled to expire on June 30, 1995 has been renewed through
June 30, 1996. It is intended that the proceeds of any borrowing
under the Credit Facility will be used for general working
capital purposes. The Credit Facility provides for an interest
rate of 1/2% over the bank's prime rate. As of September 30,
1995 the Company had no borrowings under the Credit Facility.
-5-
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS:
The Company typically derives a substantial portion of its
revenues from a small number of properties, which properties
usually generate revenues only for a limited period of time.
Because the Company's revenues are highly subject to changing
fashion in the toy and entertainment business, its licensing
revenues from year to year from particular sources are subject to
dramatic increases and decreases. It is not possible to
precisely anticipate the length of time a project will be
commercially successful, if at all. Popularity of properties can
vary from months to years. As a result, the Company's revenues
and net income may fluctuate significantly between comparable
periods. The Company's revenues have historically been primarily
derived from the license of toy and game concepts. Thus a
substantial portion of the Company's revenues and net income are
subject to the seasonal variations of the toy and game industry.
Typically, a majority of toy orders are shipped in the third and
fourth calendar quarters. In addition the Company's media buying
subsidiary concentrates its activities on the youth oriented
market. As a result, most of its revenue is earned in the third
and fourth quarters when the majority of toy and video game
advertising occurs. As a result, in the Company's usual
experience, its net income during the second half of the year
will generally be greater than during the first half of the year.
Furthermore, the Company has little control over the timing of
guarantee and minimum payments, some of which are made upon the
execution and delivery of license agreements.
Three and Nine Months Ended September 30, 1995 Compared to Three
and Nine Months Ended September 30, 1994
Consolidated net revenue decreased 31% ($575,000) and
25%($978,000) for the three and nine month periods ended
September 30, 1995 as compared to the same periods in 1994. For
the three month period decreased licensing revenue was recognized
from the James Bond 007 property. In the comparable quarter of
1994, the Company recognized approximately $500,000 from a James
Bond licensing agreement with a major video game company.
Offsetting this decrease to some extent were revenues from new
licensing agreements related to the properties Polly Pocket,
Santo Bugito and the Company's WMAC Masters. The nine month
period also benefitted from the Polly Pocket, Santo Bugito and
WMAC Masters increases, however these were not sufficient to
offset substantial decreases in the Swan Princess and Shadow
properties.
-6-
<PAGE>
Both The Swan Princess and The Shadow were tied to the success of
theatrical motion pictures during 1994. Such theatrical releases
were not sufficiently successful to provide sustained interest in
associated licensed merchandise.
Licensing revenues from the Company's international subsidiary
increased moderately as compared to the comparable periods in
1994. The increase is primarily due to the success of the
property "Tots TV" a British pre-school program.
Revenue from Summit Media decreased over the comparable periods
of 1994 as a result of its media buying activities. Due to the
seasonal nature of Summit's business, the majority of its revenue
will be recognized during the fourth quarter.
Selling, general and administrative expenses decreased by 5%
($81,500) and 3% ($184,000) for the three and nine month periods
ended September 30, 1995 when compared to the same periods in
1994. The lower level of expenditures in the three and nine
month periods are principally due to the effect of cost
reductions initiated in 1994 in the Company's licensing business.
These reductions were offset to some extent by increased costs
associated with expanding the operations of Summit Media to
accommodate new business.
At September 30, 1995 there were approximately $4,231,320 of
capitalized film production costs. The increase in such costs
from December 31, 1994 relates to the television series "WMAC
Masters". "WMAC Masters" is a weekly syndicated television
program produced by the Company's 4Kids Productions subsidiary in
cooperation with Renaissance Atlantic Films. This weekly half
hour TV program which was syndicated by the Company's Summit
Media subsidiary premiered September 16, 1995 in over 80% of the
Country.
Amortization of capitalized film cost increased by approximately
12% ($9,600) and decreased 83% ($731,000) for the three and nine
month periods when compared to the same periods in 1994. The 1994
amortization relates primarily to the Monster Wars syndicated
television program. At September 30, 1995 the percentage of
unamortized film cost of $4,231,320 expected to be amortized
within the next three years exceeds 80%. The Company periodically
evaluates its anticipated revenue from film production and,
consequently, amortization rates may change as a result of such
estimates.
Interest income increased by approximately 7% ($15,000) for nine
month period ending September 30, 1995 as compared to the same
period in 1994. This increase is primarily attributable to higher
yields on higher levels of invested cash during the first three
months of the year.
-7-
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES:
At September 30, 1995 the Company had working capital of
$7,293,808 as compared to working capital of $ 8,159,128 at
December 31, 1994. The decrease in working capital of $865,320
is primarily due to the cost of funding the operating loss of the
Company's activities during the first nine months of the year.
Cash and cash equivalents decreased by $4,086,878 from December
31, 1994. The decrease in cash and cash equivalents is due
primarily to cash expenditures associated with funding the
production of "WMAC Masters" which had substantially completed
production at September 30, 1995. Additional cash expenditures
were required to fund the operating losses for the nine month
period ended September 30, 1995.
Accounts receivable, net (current and noncurrent) decreased from
$17,963,280 at December 31, 1994 to $ 6,980,513 at September 30,
1995. The decrease is primarily due to the Company's media
buying activities. The seasonality of the Company's business
tends to generate higher receivables in the fourth quarter which
are generally collected in the first quarter. As a result higher
receivables at year end are converted to cash during the first
quarter. There is a corresponding decrease in media payable of
approximately $10,527,938.
Amounts due to licensor, which represents the owner's share of
royalties collected, were comparable in amount at September 30,
1995 when compared to December 31, 1994.
In the opinion of management, the Company will be able to satisfy
its foreseeable financial obligations from its current working
capital. In addition, as described in Note 6 to the financial
statements the Company has established a $5,000,000 unsecured
credit facility with Chemical Bank for general working capital
purposes. As of November 13, 1995 there have been no borrowings
under this facility.
-8-
<PAGE>
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
27 Financial Data Schedule
b. Reports on Form 8-K
None
SIGNATURES
Pursuant to the requirements 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: November 13, 1995
LEISURE CONCEPTS, INC.
By: /s/ Joseph P. Garrity
-----------------------
Joseph P. Garrity
Executive Vice President
Chief Financial Officer
-9-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
LEISURE CONCEPTS, INC.
EXHIBIT 27 Financial Data Schedule
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE
COMPANY'S UNAUDITED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> Dec-31-1995
<PERIOD-END> Sep-30-1995
<CASH> 3,284,433
<SECURITIES> 0
<RECEIVABLES> 4,295,145
<ALLOWANCES> 217,157
<INVENTORY> 0
<CURRENT-ASSETS> 12,339,258
<PP&E> 1,396,015
<DEPRECIATION> 1,005,565
<TOTAL-ASSETS> 17,280,338
<CURRENT-LIABILITIES> 5,045,450
<BONDS> 0
<COMMON> 29,448
0
0
<OTHER-SE> 11,272,124
<TOTAL-LIABILITY-AND-EQUITY> 17,280,338
<SALES> 0
<TOTAL-REVENUES> 2,990,339
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (2,237,183)
<INCOME-TAX> (962,000)
<INCOME-CONTINUING> (1,275,183)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,275,183)
<EPS-PRIMARY> (0.42)
<EPS-DILUTED> (0.42)
</TABLE>
