NORTHWEST TELEPRODUCTIONS INC
10QSB, 1997-08-14
MOTION PICTURE & VIDEO TAPE PRODUCTION
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   Form 10-QSB


                   QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                         For the Quarterly Period Ended
                                  June 30, 1997
                             Commission File Number
                                     0-8508

                         NORTHWEST TELEPRODUCTIONS, INC.
        (Exact Name of Small Business Issuer as Specified in its Charter)

         Minnesota                                41-0641789
(State or other Jurisdiction of           (IRS Employer Identification
 Incorporation or Organization)                   Number)

         4000 West 76th Street
         Minneapolis, MN                              55435
         Address of Principal                        (Zip Code)
         Executive Offices)

         Issuer's telephone number including Area Code:       612-835-6450

         Check whether the issuer (1) has filed all reports required to be filed
         by Section 13 or 15 of Exchange  Act during the past twelve  months (or
         for such  shorter  period  that the  issuer was  required  to file such
         reports) and (2) has been subject to such filing  requirements  for the
         past 90 days.

                                          Yes__X___                  No______

         1,356,425  shares of $.01 par value  common stock were  outstanding  at
         July 25, 1997.

         Transitional Small Business Disclosure Format (Check One):

                                           Yes____           No___X___



<PAGE>


                         NORTHWEST TELEPRODUCTIONS, INC

                                AND SUBSIDIARIES

                                      INDEX

                                   FORM 10-QSB

                                  June 30, 1997


PART 1
                                                            Page No.

Consolidated Balance Sheets:
June 30, 1997 and March 31, 1997                              3

Consolidated Statements of Operations:
Three Months Ended June 30, 1997 and 1996                     4

Condensed Consolidated Statements of Cash Flow:
Three Months Ended June 30, 1997 and 1996                     5

Notes to Condensed Consolidated Financial Statements          6

Management Discussion and Analysis                          7 & 8

Other Information                                           9 & 10

Exhibit Index                                                 11




<PAGE>


                 NORTHWEST TELEPRODUCTIONS,INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)
<TABLE>
<CAPTION>



                                                                               June 30            MARCH 31
                                                                                1997              1997
                                                                             (Unaudited)            *
                                                                           ----------------  ----------------

        <S>                                                                      <C>              <C>   
        ASSETS:
        CURRENT ASSETS:
           Cash                                                                         $0          $532,617
           Cash-restricted                                                        $144,241          $435,662
           Trade accounts receivable less doubtful accounts
                  reserve$133,323 and $120,622 respectively                      2,013,809         1,957,833
           Inventory                                                               185,473           196,238
           Refundable income taxes                                                 326,593           367,000
           Deferred income taxes                                                    64,000            64,000
           Other assets                                                            211,197            75,512
                                                                           ----------------  ----------------
        TOTAL CURRENT ASSETS                                                     2,945,313         3,628,862
                                                                           ----------------  ----------------

        PROPERTY,PLANT AND EQUIPMENT:
           Land,buildings and improvements                                       3,662,702         3,662,702
           Machinery and equipment                                              22,162,858        21,965,186
                                                                           ----------------  ----------------
                                                                                25,825,560        25,627,888
           Less accumulated depreciation                                        20,163,677        19,726,772
                                                                           ----------------  ----------------
                                                                                 5,661,883         5,901,116

        INFOMERCIALS
        DEFERRED RENT                                                              301,255           304,240
        CAPITALIZED FINANCING COSTS                                                293,173
                                                                           ----------------  ----------------
                                                                                   594,428           304,240
                                                                           ----------------  ----------------
                                                                                $9,201,624        $9,834,218
                                                                           ================  ================

        LIABILITIES AND STOCKHOLDERS'EQUITY:
        CURRENT LIABILITIES:
          Notes payable                                                           $163,530        $1,127,199
          Accounts payable                                                         905,018        $1,072,820
          Commissions,salaries and withholding                                     367,277           510,488
          Miscellaneous accounts payable and accrued expenses                       12,273           179,793
          Other liabilities                                                        629,283           987,877
          Payments due within one year on term obligations                         912,274           851,610
                                                                           ----------------  ----------------
        TOTAL CURRENT LIABILITIES                                                2,989,655         4,729,787
        DEFERRED INCOME TAXES                                                       64,000            64,000
        LONG TERM DEBT AND CAPITAL LEASES, less current portion                  4,062,834         2,479,466
        STOCKHOLDERS' EQUITY:
          Common stock                                                              13,564            13,564
          Additional paid-in capital                                               577,123           577,123
          Retained earnings                                                      1,494,448         1,970,278
                                                                           ----------------  ----------------
                                                                                 2,085,135         2,560,965
                                                                           ----------------  ----------------
                                                                                $9,201,624        $9,834,218
                                                                           ================  ================

        *The balance sheet at March 31,1997 has been taken from the audited financial statements
         at that date.  See notes to condensed consolidated financial statements.

</TABLE>


<PAGE>

      
                 NORTHWEST TELEPRODUCTIONS,INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                  THREE MONTHS ENDED
                                                                                        JUNE 30
                                                                                  1997              1996
                                                                           ----------------  ----------------
        <S>                                                                     <C>               <C>    
        NET SALES                                                               $2,886,840        $2,580,515

        COSTS AND EXPENSES:
          Costs of products and services sold                                    2,782,046         2,458,448
          Selling,general and administrative                                       493,306           518,829
          Interest                                                                 135,979           114,622
                                                                           ----------------  ----------------
                                                                                 3,411,331         3,091,899

                                                                           ----------------  ----------------
                                                                                  (524,491)         (511,384)
        OTHER INCOME                                                                48,662               639

                                                                           ----------------  ----------------
        EARNINGS BEFORE TAXES ON INCOME                                           (475,829)         (510,745)

        TAXES ON INCOME (INCOME TAX CREDIT)                                                         (100,000)

                                                                           ================  ================
        NET EARNINGS                                                             ($475,829)        ($410,745)
                                                                           ================  ================

        NET EARNINGS PER SHARE (1)                                                  ($0.35)           ($0.30)
                                                                           ================  ================

</TABLE>


   (1) Net earnings per share are based on the weighted average number of common
       shares outstanding during the periods as follows:

             June 30, 1997            1,356,425
             June 30, 1996            1,356,425
                        

        See notes to condensed consolidated financial statements.

<PAGE>


                 NORTHWEST TELEPRODUCTIONS,INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<CAPTION>


                                                                                  THREE MONTHS ENDED
                                                                                        JUNE 30
                                                                                 1997              1996
                                                                           ----------------  ----------------
        <S>                                                                      <C>               <C>   
        CASH FLOW-OPERATING ACTIVITIES:
          Net earnings                                                           ($475,829)        ($410,745)
          Adjustments:
            Depreciation                                                           436,905           480,293
            Other                                                                   25,009
        (Increase) Decrease in trade receivables                                   (55,976)          (70,802)
            Increase - current assets                                             (120,586)
            Decrease -liabilities                                                 (447,299)          282,768
                                                                           -----------------  ----------------
          Net cash provided (utilized) by operating activities                    (637,776)         (281,514)

        CASH FLOW - INVESTING ACTIVITIES:
          Property,plant and equipment additions                                  (197,671)         (116,165)

        CASH FLOW - FINANCING ACTIVITIES:
                                                                                              
        Advances(payments)-Line of credit                                         (963,669)          330,000
        Advances(payments)-Long term borrowing                                   1,266,499          (499,369)

                                                                           ---------------   ---------------
          Net cash provided (utilized) by  financing activities                    302,830          (169,369)

                                                                           ================  ================
        NET (DECREASE)  IN CASH                                                  ($532,617)          ($4,020)
                                                                           ================  ================


         See notes to condensed consolidated financial statements.

</TABLE>



<PAGE>



                         NORTHWEST TELEPRODUCTIONS, INC.

                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





The consolidated  balance sheet as of June 30, 1997, the consolidated  statement
of operations  for the three month periods ended June 30, 1997 and 1996, and the
condensed consolidated  statements of cash flow for the three month periods then
ended  have been  prepared  by the  Company  without  audit.  In the  opinion of
management,  all adjustments necessary to present fairly the financial position,
results of operations and changes in financial position at June 30, 1997 and for
all periods presented have been made.

On  April  24,  1997,  the  Company  and  NationsCredit  entered  into a  credit
agreement,  which  consists of a $8,500,000  revolving  credit  facility  with a
three-year  term  expiring  in April  2000.  This  credit  facility  includes  a
$3,750,000 term note that is to be repaid in 36 monthly installments, based on a
five-year  amortization,  with the  balance  due April  2000.  Interest on loans
outstanding  under  the  credit  agreement  is based on prime  plus  2.25%.  The
agreement includes certain non-financial covenants. Proceeds from the new credit
agreement  were  used to pay off the line of credit  and the term  note  payable
outstanding at March 31, 1997.

On June 27, 1997 the Company obtained  mortgage  financing on its two facilities
in Edina,  Minnesota.  The company  borrowed  $700,000  using the  facilities as
collateral.  The mortgage  financing  has an interest  rate of prime plus 2.25%,
amortization over 60 months with a three-year term.

Certain  information  and footnotes  normally  included in financial  statements
prepared in accordance with generally accepted  accounting  principles have been
condensed  or  omitted.  It  is  suggested  that  these  condensed  consolidated
financial  statements be read in conjunction  with the financial  statements and
notes  thereto  included  in the  Company's  March  31,  1997  annual  report to
shareholders.  The results of operations  for the period ended June 30, 1997 are
not necessarily indicative of the results for the full year.


                                                           


<PAGE>


                         NORTHWEST TELEPRODUCTIONS, INC.

                                AND SUBSIDIARIES

                  ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS


LIQUIDITY AND CAPITAL REQUIREMENTS


Operating cash  requirements  for the first three months of fiscal 1997 were met
from cash flow from operations,  utilization of the cash reserves from March 31,
1997,  borrowing  from the  Company's  line of credit and cash  proceeds  from a
mortgage secured by the Company's Edina, MN facilities.

On  April  24,  1997,  the  Company  and  NationsCredit  entered  into a  credit
agreement,  which  consists of a $8,500,000  revolving  credit  facility  with a
three-year  term  expiring  in April  2000.  This  credit  facility  includes  a
$3,750,000 term note that is to be repaid in 36 monthly installments, based on a
five-year  amortization,  with the  balance  due April  2000.  Interest on loans
outstanding  under  the  credit  agreement  is based on prime  plus  2.25%.  The
agreement includes certain non-financial covenants. Proceeds from the new credit
agreement  were  used to pay off the line of credit  and the term  note  payable
outstanding at March 31, 1997.

On June 27, 1997 the Company obtained  mortgage  financing on its two facilities
in Edina,  Minnesota.  The company  borrowed  $700,000  using the  facilities as
collateral.  The mortgage  financing  has an interest  rate of prime plus 2.25%,
amortization over 60 months with a three-year term.

It is suggested  that the Company's  annual report to  shareholders  be read for
more detail as to the Company's overall financial position.


RESULTS  OF  OPERATIONS  - THREE  MONTHS  ENDED  JUNE  30,  1997  COMPARED  WITH
CORRESPONDING PERIOD OF PRIOR YEAR.

SALES

Sales for the three months ended June 30, 1997 of $2,886,840  compare with sales
of  $2,580,515  for  the  corresponding  period  of the  prior  year,  an 11.8 %
increase. A significant portion of the increase results from an increase in Show
production for the cable industry.


COST OF PRODUCTS AND SERVICES SOLD

Cost of products  and  services  sold for the three  months  ended June 30, 1997
equaled  96%  of  sales  as  compared  to a cost  of  sales  rate  of 95% in the
corresponding  period of the prior year.  These unusually high rates reflect the
lower  margins  associated  with  the  production  phase of the  cable  programs
produced by the Company's Show Group.

As discussed in the Company's annual report,  the Company has made reductions in
fixed overhead.  Management  believes these changes will begin to be realized in
the Company's second fiscal quarter.


<PAGE>


SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling,  general and  administrative  expenses for the first  quarter of fiscal
1998 totaled $493,306, a decrease of $25,523, or 4.9% over the prior years first
quarter.  Decreased  salary and  related  expenses,  attributable  mainly to the
consolidation  of  administrative  functions,  along with reduced rent  expenses
associated with the Chicago operation, account for a majority of the decrease.

INTEREST EXPENSE

Interest expense for the first quarter,  totaled $135,979  compared with expense
of $114,622 in the prior year's first quarter,  an increase of 18%. The increase
in  interest  expense  from June 1997 to June  1996 is the  result of  increased
borrowings  from  the  line of  credit  facility,  issuance  in  August  1996 of
subordinated   debt  and  an  increase  in  the  interest  rate  on  outstanding
indebtedness.

INCOME TAX CREDIT

During the year ended  March 31,  1997,  the  Company  established  a  valuation
allowance of $97,000 on the deferred tax assets.  For the quarter ended June 30,
1997 the Company added $202,250 to the valuation allowance.


                                     PART II

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 he  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

Date:                               Northwest Teleproductions, Inc.
 August 13, 1997

                                    (Registrant)

                                    By:  /s/ John C. McGrath
                                         John C. McGrath
                                         President


                                    By:  /s/ Phillip A. Staden
                                         Phillip A. Staden
                                         Treasurer



<PAGE>


                                 EXHIBIT INDEX



Exhibit Number        Description

     27               Financial Data Schedule





<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
     THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
     FINANCIAL STATEMENTS CONTAINED IN THE REGISTRANT'S FORM 10-QSB FOR THE 
     QUARTER ENDED JUNE 30, 1997, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
     TO SUCH FINANCIAL STATEMENTS.
</LEGEND>                                              
<MULTIPLIER>                                   1
<CURRENCY>                                     U.S. Dollars
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>               MAR-31-1998
<PERIOD-START>                  APR-01-1997
<PERIOD-END>                    JUN-30-1997
<EXCHANGE-RATE>                           1
<CASH>                              144,241
<SECURITIES>                              0
<RECEIVABLES>                     2,147,132
<ALLOWANCES>                        133,323
<INVENTORY>                         185,473
<CURRENT-ASSETS>                  2,945,313
<PP&E>                           25,825,560
<DEPRECIATION>                   20,163,677
<TOTAL-ASSETS>                    9,201,624
<CURRENT-LIABILITIES>             2,989,655
<BONDS>                           4,062,834
                     0
                               0
<COMMON>                             13,564
<OTHER-SE>                          577,123
<TOTAL-LIABILITY-AND-EQUITY>      9,201,624
<SALES>                           2,886,840
<TOTAL-REVENUES>                  2,886,840
<CGS>                             2,782,046
<TOTAL-COSTS>                     2,782,046
<OTHER-EXPENSES>                    493,306
<LOSS-PROVISION>                          0
<INTEREST-EXPENSE>                  135,979
<INCOME-PRETAX>                    (475,829)
<INCOME-TAX>                              0
<INCOME-CONTINUING>                (475,829)
<DISCONTINUED>                            0
<EXTRAORDINARY>                           0
<CHANGES>                                 0
<NET-INCOME>                       (475,829)
<EPS-PRIMARY>                          (.35)
<EPS-DILUTED>                          (.35)
        



</TABLE>


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