SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
Annual Report Under Section 13
of
The Securities Exchange Act of 1934
For the fiscal year Commission File
ended March 31, 2000 Number: 0-8505
BROADVIEW MEDIA, INC.
(Name of Small Business Issuer in its Charter)
Minnesota 41-0641789
(State of incorporation) (I.R.S. Employer
Identification Number)
4455 West 77th Street
Minneapolis, Minnesota 55435
(Address of principal executive offices) (Zip code)
Telephone Number: 952-835-4455
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, par value $.01
Preferred Stock Purchase Rights
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 X . No .
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B, and no disclosure will be contained, to the best of
registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [X]
The issuer's revenues for the fiscal year ended March 31, 2000 were
$9,941,987.
The aggregate market value of the Common Stock held by shareholders other
than officers, directors or holders of more than 5% of the outstanding stock of
the registrant as of June 20, 2000 was approximately $1,281,918 (based upon the
closing sale price of the registrant's Common Stock on such date).
Shares of $.01 par value Common Stock outstanding at June 20, 2000:
1,357,759
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
1. Portions of the Registrant's Annual Report to Shareholders for the fiscal
year ended March 31, 2000 are incorporated by reference into Part II.
2. Portions of the Registrant's definitive Proxy Statement for the Registrant's
2000 Annual Meeting of Shareholders are incorporated by reference into Part III.
Transitional Small Business Disclosure Format (check one): Yes No X
<PAGE>
Introduction
Broadview Media, Inc. and its subsidiary, Broadview Media/Chicago, Inc.,
are referred to herein as the "Registrant" unless the context indicates
otherwise.
PART I
ITEM 1. DESCRIPTION OF BUSINESS
General Development of Business.
Broadview Media, Inc. (the "Registrant"), a Minnesota corporation, was
incorporated in 1945 and began its current business operations in 1970. Since it
began operations, the Registrant has been in the videotape production business
and, in fiscal 1981, added film production as an alternative to videotape
recording.
On April 3, 2000 the name of the Registrant was changed from Northwest
Teleproductions, Inc. to Broadview Media, Inc. The Company's trading symbol has
changed to BDVM. This change was effective on the first business day of the
Company's new fiscal year. The new name for the Company reflects the diversity
of services that the Company provides to the marketplace. Why BROADVIEW MEDIA?
There is a combination of reasons. This new name best describes our business and
our philosophy. As our traditional markets have changed the Company has adapted
to the change by reinventing itself. The Company needed a name that could be
"broad" enough to allow us to maneuver within the media environment. The
Company's philosophy is to have a "broad view" of the opportunities in the
market, to have a "broad view" in solving its clients problems, to have a "broad
view" in providing full service, one-stop, turn key solutions for clients.
Each year since fiscal 1986, except 2000, the Registrant has derived a
significant portion of its revenue from government twelve-month requirement
contracts and renewals. In August 1993, the Registrant was awarded a new
contract by the Government for the same requirements with four consecutive
one-year renewal options on the part of the Government, the fourth of which has
been exercised by the Government. The Company has completed its final contract
year of a five-year contract with the Defense Department. See "Narrative
Description of Business -- Dependence on One or a Few Customers."
The Registrant has significant business operations involved in the
development and creation of programming for the cable and network television
markets. The Registrant currently has four shows in production, two of the shows
have multiple season renewals in concurrent production.
During the quarter ending December 31, 1999 the Company sold its building
in Dallas, TX. The sale closed on November 23, 1999. The Company also announced
that in conjunction with the sale of its building in Dallas, the Company decided
to close its Dallas television production operation. The decision to close the
Dallas operation was influenced by significant operating losses incurred by this
operation during the last two and a half years. For the fiscal year ended
<PAGE>
March 31, 1999, the Dallas subsidiary had sales of $574,000 and a loss from
operations of $442,000. For the nine month period ended December 31, 1999, the
Dallas subsidiary had sales of $324,704 and a loss from operations of $193,000.
The Company has redistributed some of the equipment of the Dallas operation to
its other facilities, and some of the equipment has been sold. The proceeds from
the building and equipment sales was used to pay down the Company's bank debt.
The Company realized $275,153 of gain on the sale of the building. See
"Management's Discussion and Analysis" in the Registrants' 2000 Annual Report to
Shareholders.
Narrative Description of Business.
Principal Products and Services. The Registrant is engaged in the videotape
and film production business. The Registrant produces advertising commercials,
industrial, governmental and educational programs, programming for cable
broadcast, and fee-for-service electronic retailing (infomercials). The
Registrant offers services in all phases of production including production
planning (pre-production phase), recording (production phase), editing
(post-production phase) and duplication. The Registrant has four studios with a
total stage area of approximately 9,500 square feet and operates fourteen
post-production suites to provide editing, graphics design and audio services.
In addition to studio recording facilities, the Registrant has portable
recording units used for location production.
Markets and Distribution. The Registrant sells its services as a producer
of commercials to advertising agencies and advertisers, and to other users of
production services for various kinds of educational and broadcast programs.
Such advertising agencies, advertisers and other users are located throughout
the United States although a majority of those purchasing the Registrant's
services are located in the north central and south central portions of the
United States. The Registrant presently uses four salespersons in its marketing
efforts. The Registrant sells programming and creative content services to the
broadcast networks and cable television operators throughout the country.
Status of New Products or Services. None.
Competition. Numerous videotape and film production companies located
throughout the United States compete directly with the Registrant in the area of
both commercial and industrial production. Many of these companies are larger
than the Registrant in terms of sales, assets and resources.
Competition in the videotape and film production industry is based
primarily on creative ability, quality and timeliness of service at competitive
prices. Location of a company's production facilities and location of the client
involved are also factors in competition since the cost of transporting
equipment and crews can often affect a company's ability to compete. Location is
not an important factor to the network and cable industry clients, who are
accustomed to purchasing the best product wherever it may be. The Registrant has
production facilities in Minneapolis, Minnesota and Chicago, Illinois. Although
there are many production companies in the geographical areas in which the
Registrant is located, the major and much larger production companies generally
are located on either the west or east coasts of the United States.
<PAGE>
Sources and Availability of Raw Materials. There are many available sources
of supply for raw materials needed for the Registrant's operations.
Dependence on One or a Few Customers. Since fiscal 1986, except in 2000, a
significant portion of the Registrant's revenue has been derived from
twelve-month requirement contracts and renewals awarded to the Registrant by the
U.S. Department of Defense for the production of radio and television spot
announcements meeting the requirements of the Armed Forces Information
Service/Armed Forces Radio and Television Service. The original contract,
awarded in October 1984, provided for four consecutive one-year renewal options
by the Department of Defense, all of which were exercised by the Government. The
subsequent contract, awarded to the Registrant in January, 1990, covered the
Department's same requirements and provided for three one-year renewal options
by the Department of Defense, all of which were exercised by the Government. In
August 1993, the Registrant was awarded a new contract by the Department of
Defense for the Department's same requirements. The contract provides for four
consecutive one-year renewal options by the Department of Defense after the
initial year of the contract. The initial year and the first renewal year of the
contract each amounted to revenues of $2,600,000. The second renewal year
amounted to $2,250,000 of revenues. The third year renewal was exercised for
$2,250,000. The fourth renewal year was exercised for $2,500,000. On August 19,
1998 the Company was notified that it did not receive a renewal of its
Department of Defense (DOD) contract. It is worthwhile to note that under the
agreement there are two vendors, of which we were one, separately servicing the
Department of Defense contract. Neither of the incumbents was awarded the new
contract.
The Registrant derived approximately 35% of its revenue, in fiscal 2000,
from one customer who accounted for 39% of the Registrant's accounts receivable
balance at March 31, 2000. The Registrant derived approximately 45% of its
revenues, in fiscal 1999, from two customers who accounted for 42% of the
Registrant's accounts receivable balance at March 31, 1999.
In fiscal 2000, 1999 and 1998, government contract revenue accounted for
5.7%, 21% and 18.5% respectively, of total revenue. The reduction of business
from the Government has not had a material adverse effect on the Registrant.
Patents, Trademarks, Etc. The Registrant claims common law trademark rights
in its name, Broadview Media, Inc., and its subsidiaries' names. The Registrant
has no other patents, trademarks, copyrights, licenses, franchises or
concessions that it considers material.
Government Approvals. Other than approval by the U.S. Department of Defense
of the television spot announcements produced for it, the Registrant is not
required to obtain government approval of its products or services.
Effect of Governmental Regulations. The Registrant does not believe that
any existing or proposed governmental regulations will have a material effect
upon its business.
Research and Development. During each of the last two fiscal years the
Registrant expended an insignificant amount of funds on research activities
relating to the development of new products or services, or the improvement of
existing products or services, and had no employees who devoted full time to
research and development activities.
<PAGE>
Effect of Environmental Regulation. To the extent management can determine
at this time, there are no federal, state or local provisions regulating the
discharge of materials into the environment or otherwise relating to the
protection of the environment, compliance with which by the Registrant has had
or is expected to have a material effect upon the capital expenditures, earnings
and competitive position of the Registrant.
Employees. At June 29, 2000, the Registrant employed approximately 52
persons, all of which were employed full time.
ITEM 2. DESCRIPTION OF PROPERTY
The Registrant's principal properties are as follows:
====================== -------------------------- ============================
Location General Description Manner of Ownership
====================== -------------------------- ============================
4455 West 77th Street 20,000 square feet; Leased with lease expiring
Minneapolis, Minnesota office and production June 30, 2001. Option to
facility. renew for one 5-year period.
See Notes 5 and 8 to
Consolidated Financial
Statements
====================== -------------------------- ============================
4000 West 76th Street 13,000 square feet; Leased with lease expiring
Minneapolis, Minnesota office and production June 30, 2001. Option to
facility. The company no renew for one 5-year period.
longer occupies the space See Notes 5 and 8 to
but leases to another Consolidated Financial
party. Statements
====================== -------------------------- ============================
142 E. Ontario Street 7,500 square feet; office Leased with lease expiring
Chicago, Illinois and production facility. April, 2002. Sub-rental
Sub-rental of 2,250 square expires June 30, 2000. See
feet of office space. Note 5 to Consolidated
Financial Statements
====================== -------------------------- ============================
81 South Ninth Street 5,000 square feet; office. Leased with lease expiring
Minneapolis, Minnesota The company no longer October 31, 2001. See Note 5
occupies the space but to Consolidated Financial
leases to another party. Statements
====================== ========================== ============================
On June 24, 1998, the Company closed a three-year sale-leaseback transaction
involving the two parcels of land and buildings located at 4000 West 76th Street
and 4455 West 77th Street. After a three-year period, the Company has the option
of renewing the lease for an additional five years. The monthly rental expense
for the first three years will be as follows: $16,614 in year 1, $17,030 in year
2 and $17,454 in year 3.
<PAGE>
On June 24, 1998, the Company entered into a sale-leaseback transaction of two
buildings with Lindue, LLC, a Minnesota limited liability corporation owned by a
former member of the Company's Board of Directors. Proceeds from the
sale-leaseback were $1.6 million. (See Note 8 for additional details.)
During the quarter ending December 31, 1999 the Company sold its building in
Dallas, TX. The sale closed on November 23, 1999. The Company also announced
that in conjunction with the sale of its building in Dallas, the Company decided
to close its Dallas television production operation. The decision to close the
Dallas operation was influenced by significant operating losses incurred by this
operation during the last two and a half years. See "Management's Discussion and
Analysis" in the Registrant's 2000 Annual Report to Shareholders.
The Registrant believes its properties to be in good condition and adequate
for its present and foreseeable operations.
ITEM 3. LEGAL PROCEEDINGS
On or around May 28, 1999, Robert Kaprall and M.E. Productions commenced a
lawsuit against the Company in Hennepin County District Court. The plaintiffs
sought damages of at least $163,000 and an injunction. Plaintiffs alleged that
they have the right to produce the second season of the TIPical Mary Ellen show
(hereafter the "Show") pursuant to a contract with the Company. Plaintiffs moved
for a temporary injunction requiring the Company to retain plaintiffs for the
Show's second season or cancel it. On June 10, 1999, the court denied
plaintiffs' motion. In March 2000, the parties agreed to settle the lawsuit. The
terms of the settlement are subject to a non-disclosure agreement. The Company
incurred legal and related expenses of approximately $256,000 throughout fiscal
2000.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of the Registrant's shareholders during
the fourth quarter of the Registrant's 2000 fiscal year.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS
The information required by Item 5 is incorporated herein by reference to
the section labeled "Financial Review -- Market Prices" which appears in the
Registrant's 2000 Annual Report to Shareholders.
<PAGE>
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The information required by Item 6 is incorporated by reference to the
section labeled "Management's Discussion and Analysis" which appears in the
Registrant's 2000 Annual Report to Shareholders.
ITEM 7. FINANCIAL STATEMENTS
The information required by Item 7 is incorporated by reference to the
Consolidated Financial Statements, Notes thereto and Independent Auditors'
Report thereon which appear in the Registrant's 2000 Annual Report to
Shareholders.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Previously reported in the Registrant's Form 8-K Current Report filed April
12, 1999.
<PAGE>
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
The names and ages of the executive officers of the Registrant and their
positions and offices presently held are as follows:
================================================================================
Name of Age Present Position(s) Business Experience
Executive Officer with
Registrant
================================================================================
Phillip A. Staden 43 President and Chief President and CEO of Registrant
Executive Officer since October 20, 1997 and CFO
since November 1996.Vice-president
of Registrant from November 4,1996
to October 1997. Controller of the
Registrant from April 1991 to
November 3, 1996
--------------------------------------------------------------------------------
Nancy L. Reid 51 Vice-President Vice-President of Registrant since
October 20,1997. Currently General
Manager of the Registrant's
Chicago subsidiary. Vice-President
of Media Tech, a video duplication
company, from March 1994 to
January 1997. Vice-President of
Jan Hughes Productions, a film and
video production company from
October 1993 to March 1994. Sales
and Marketing manager of Editel,
Inc., a nationally recognized
post-production facility, from
August 1984 to October 1993
--------------------------------------------------------------------------------
Michael D. Smith 51 Vice-President Vice-President of Registrant since
1998. Executive Producer of the
Registrant since 1993. Independent
Producer from 1984 through 1993.
================================================================================
There are no family relationships among any of the Registrant's directors or
executive officers.
The information required by Item 9 relating to directors is incorporated
herein by reference to the section labeled "Election of Directors" and the
information relating to compliance with Section 16 (a) is incorporated herein by
reference to the section labeled "Section 16 (a) Beneficial Ownership Reporting
Compliance," which sections appear in the Registrant's definitive Proxy
Statement filed pursuant to Regulation 14A not later than 120 days after the
close of the Registrant's 2000 fiscal year end in connection with the
Registrant's 2000 annual meeting of shareholders.
<PAGE>
ITEM 10. EXECUTIVE COMPENSATION
The information required by Item 10 is incorporated herein by reference to
the Section labeled "Executive Compensation" which appears in the Registrant's
definitive Proxy Statement for its 2000 annual meeting of shareholders.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by Item 11 is incorporated herein by reference to
the sections labeled "Principal Shareholders" and "Management Shareholdings"
which appear in the Registrant's definitive Proxy Statement for its 2000 annual
meeting of shareholders.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by Item 12 is incorporated herein by reference to
the section labeled "Election of Directors" which appears in the Registrant's
definitive Proxy Statement for its 2000 annual meeting of shareholders.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits. See "Exhibit Index" on page following signatures.
(b) Reports on Form 8-K.
No reports on Form 8-K were filed during the last fiscal quarter of the
Registrant's 2000 fiscal year.
<PAGE>
SIGNATURES
In accordance with Section 13 of the Exchange Act, the Registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
BROADVIEW MEDIA, INC.
(the "Registrant")
By /s/ Phillip A. Staden
Date: June 29, 2000 Phillip A. Staden, President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
(Power of Attorney)
Each person whose signature appears below constitutes and appoints JOHN C.
McGRATH and PHILLIP A. STADEN his true and lawful attorneys-in-fact and agents,
each acting alone, with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to sign any or all
amendments to this Annual Report on Form 10-KSB and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, each acting alone, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all said attorneys-in-fact and agents,
each acting alone, or his substitute or substitutes, may lawfully do or cause to
be done by virtue thereof.
<PAGE>
======================= ------------------------------- =======================
Signature Title Date
======================= ------------------------------- =======================
President, CEO, CFO and
Director (principal executive
officer and principal June 29, 2000
/s/ Phillip A. Staden financial and accounting
Phillip A. Staden officer)
======================= ------------------------------- =======================
/s/ John C. McGrath Director June 29, 2000
John C. McGrath
======================= ------------------------------- =======================
/s/ Steve Lose Director June 29, 2000
Steve Lose
======================= ------------------------------- =======================
/s/ Ronald V. Kelly Director June 29, 2000
Ronald V. Kelly
======================= ------------------------------- =======================
/s/ Gerald W. Simonson Director June 29, 2000
Gerald W. Simonson
======================= ------------------------------- =======================
/s/ Dean Bachelor Director June 29, 2000
Dean Bachelor
======================= =============================== =======================
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
BROADVIEW MEDIA, INC.
(Commission File Number: 0-8505)
E X H I B I T I N D E X
For
Form 10-KSB for 2000 fiscal year
=========== ====================================================================
Exhibit
=========== ====================================================================
3 REGISTRANT'S ARTICLES OF INCORPORATION AND BYLAWS:
----------- ====================================================================
3.1 Registrant's Restated Articles of Incorporation, as amended to date
----------- ====================================================================
3.2 Registrant's Restated Bylaws, as amended to date--incorporated by
reference to Exhibit 6(b) to the Registrant's Registration Statement
on Form S-14, Reg. No. 2-55647*
----------- ====================================================================
4.1 Rights Agreement dated as of July 31, 1998 between the Registrant
and American Stock Transfer & Trust Company as Rights Agent,together
with the following exhibits thereto:
A. Certificate of Designation of Series A Preferred Stock of
Broadview Media, Inc.
B. Summary of Rights to Purchase Shares of Series A Preferred Stock
which, together with certificates representing the outstanding
Common Stock of Broadview Media, Inc., shall represent the Rights
prior to the Distribution Date.
C. Form of Right Certificate--incorporated by reference to Exhibit 1
to the Registrant's Form 8-A Registration Statement filed
September 4, 1998*
----------- ====================================================================
10 REGISTRANT'S MATERIAL CONTRACTS:
----------- ====================================================================
10.1 Lease, dated January 31, 1994, covering facility at 142 East Ontario
Street, Chicago, Illinois--incorporated by reference to Exhibit
10.3 to the Registrant's Annual Report on Form 10-KSB for the fiscal
year ended March 31, 1994*
----------- ====================================================================
<PAGE>
----------- ====================================================================
10.2 Lease, dated June 17, 1991, covering facilities at 81 South Ninth
Street, Minneapolis, Minnesota--incorporated by reference to Exhibit
10.7 to the Registrant's Annual Report on Form 10-K for the fiscal
year ended March 31, 1991*
----------- ====================================================================
10.4** 1993 Stock Option Plan and form of option agreements--incorporated
by reference to Exhibit 10.7 to the Registrant's Annual Report on
Form 10-KSB for the fiscal year ended March 31, 1993*
----------- ====================================================================
10.5 Amendment dated June 28, 1999, to 10-1/2% Subordinated Notes
previously issued by Registrant to certain members of its Board of
Director - incorporated by reference to Exhibit 10.5 at the
Registrant's Annual Report on Form 10-KSB for the fiscal year ended
March 31, 1999*
----------- ====================================================================
10.6 Form and amounts of 10-1/2% Subordinated Notes issued by the
Registrant to certain of its directors - incorporated by reference
to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-QSB
for the quarter ended September 30, 1996*
----------- ====================================================================
10.7 Form and amounts of Warrants to Purchase Common Stock issued by the
Registrant to certain directors in connection with issuance of
Subordinated Notes - incorporated by reference to Exhibit 10.3 to
the Registrant's Quarterly Report on Form 10-QSB for the quarter
ended September 30, 1996*
----------- ====================================================================
10.8 10-1/2% Subordinated Note in the principal amount of $150,000 dated
February 10, 1997, issued by the Registrant to John G. Lindell -
incorporated by reference to Exhibit 10.13 to the Registrant's
Annual Report on Form 10-KSB for the fiscal year ended March 31,
1997.
----------- ====================================================================
10.9 Warrant to Purchase 60,000 shares of Common Stock at $2.50 per
share, dated February 10, 1997, issued by the Registrant to John G.
Lindell - incorporated by reference to Exhibit 10.14 to the
Registrant's Annual Report on Form 10-KSB for the fiscal year ended
March 31, 1997*
----------- ====================================================================
10.10 Loan and Security Agreement, dated April 24, 1997, between the
Registrant and NationsCredit Commercial Funding Division
("NationsCredit") - incorporated by reference to Exhibit 10.15 to
the Registrant's Annual Report on Form 10-KSB for the fiscal year
ended March 31, 1997*
----------- ====================================================================
10.11 Guaranty, dated April 24, 1997, by the Registrant of certain
obligations of Broadview Media/Chicago, Inc.(" NW Chicago") and
Southwest Teleproductions, Inc. ("Southwest") incorporated by
reference to Exhibit 10.16 to the Registrant's Annual Report on Form
10-KSB for the fiscal year ended March 31, 1997*
----------- ====================================================================
10.12 Loan and Security Agreement, dated April 24,1997, between NW Chicago
and NationsCredit incorporated by reference to Exhibit 10.17 to the
Registrant's Annual Report on Form 10-KSB for the fiscal year ended
March 31, 1997*
----------- ====================================================================
<PAGE>
----------- ====================================================================
10.13 Guaranty, dated April 24, 1997, by NW Chicago of certain obligations
of the Registrant and Southwest - incorporated by reference to
Exhibit 10.18 to the Registrant's Annual Report on Form 10-KSB for
the fiscal year ended March 31, 1997*
----------- ====================================================================
10.14 Loan and Security Agreement, dated April 24, 1997, between Southwest
and NationsCredit incorporated by reference to Exhibit 10.19 to the
Registrant's Annual Report on Form 10-KSB for the fiscal year ended
March 31, 1997*
----------- ====================================================================
10.15 Guaranty, dated April 24, 1997, by Southwest of certain obligation
of the Registrant and NW Chicago - incorporated by reference to
Exhibit 10.20 to the Registrant's Annual Report on Form 10-KSB for
the fiscal year ended March 31, 1997*
----------- ====================================================================
10.16 Security Agreement, dated April 24, 1997, between Northwest
Teleproductions/Kansas City, Inc.( "NW Kansas City" )and
NationsCredit - incorporated by reference to Exhibit 10.21 to the
Registrant's Annual Report on Form 10-KSB for the fiscal year ended
March 31, 1997*
----------- ====================================================================
10.17 Guaranty, dated April 24, 1997, by NW Kansas City of certain
obligations of the Registrant, NW Chicago and Southwest -
incorporated by reference to Exhibit 10.22 to the Registrant's
Annual Report on Form 10-KSB for the fiscal year ended March 31,
1997*
----------- ====================================================================
10.18 First Amendment dated June 4, 1997, to Loan and Security Agreement
dated April 24, 1997, between the Registrant and NationsCredit -
incorporated by reference to Exhibit 10.23 to the Registrant's
Annual Report on Form 10-KSB for the fiscal year ended March 31,
1997*
----------- ====================================================================
10.19** Description of Officers' Incentive Compensation Agreement.
----------- ====================================================================
10.21** Employment Agreement, dated May 11, 1998, between the Registrant and
Phillip A. Staden - incorporated by reference to Exhibit 10.26 to
the Registrant's Annual Report on Form 10-KSB for the fiscal year
ended March 31, 1998*
----------- ====================================================================
10.23 Lease Agreement, dated June 24, 1998, between the Registrant and
Lindue, LLC relating to property at 4000 West 76th Street,
Minneapolis, MN - incorporated by reference to Exhibit 10.28 to the
Registrant's Annual Report on Form 10-KSB for the fiscal year ended
March 31, 1998*
----------- ====================================================================
10.24 Lease Agreement, dated June 24, 1998, between the Registrant and
Lindue, LLC relating to property at 4455 West 77th Street,
Minneapolis, MN - incorporated by reference to Exhibit 10.29 to the
Registrant's Annual Report on Form 10-KSB for the fiscal year ended
March 31, 1998*
----------- ====================================================================
<PAGE>
----------- ====================================================================
11 STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS: The required
information is included in Note 1 of Notes to Consolidated Financial
Statements
----------- ====================================================================
13 ANNUAL REPORT TO SHAREHOLDERS: The portions of the Registrant's 2000
Annual Report to Shareholders that are incorporated in this Form
10-KSB by reference
----------- ====================================================================
21 SUBSIDIARIES OF THE REGISTRANT:
----------- --------------------------------- ==================================
Name State of Incorporation
----------- --------------------------------- ----------------------------------
Southwest Teleproductions, Inc. Texas
----------- --------------------------------- ----------------------------------
Broadview Media/Chicago, Inc. Minnesota
----------- ====================================================================
23 CONSENT:
23.1 Consent of Boulay, Heutmaker, Zibell & Co., PLLP
----------- ====================================================================
24 POWER OF ATTORNEY: Powers of Attorney from directors of the
Registrant are included as part of the "Signatures" page of this
Form 10-KSB
----------- ====================================================================
27 Financial Data Schedule (filed in electronic format only)
----------- ====================================================================
* Incorporated by reference to a previously filed report of document, SEC File
No. 0-8505 unless otherwise indicated.
**Indicates a management contract or compensatory plan or arrangement required
to be filed as an exhibit to this Form 10-KSB.
