SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly period ended June 30, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 2-98074-NY
Trident Media Group, Inc.
(Exact name of small business issuer as specified in its charter)
Nevada 11-2751536
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6349 Palomar Oaks Court, Carlsbad, CA 92009
(Address of principal executive offices)
(760) 438-9080
(Issuer's telephone number, including area code)
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 filing requirements for the past 90 days.
Yes X No
Number of shares outstanding of Issuer's Common Stock as of July 31, 1999:
5,000,152
PART 1
<TABLE>
ITEM 1: FINANCIAL STATEMENTS
TRIDENT MEDIA GROUP, INC. and SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Unaudited)
<CAPTION>
June 30,
1999
---------
<S> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 383,300
Accounts receivable, net of allowance for doubtful
accounts of $139,000 893,800
Prepaid expenses 165,000
Deferred taxes 649,200
Other current assets 172,600
----------
Total current assets 2,263,900
Property and equipment, net 4,036,800
Other assets 223,800
----------
$6,524,500
==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities $ 1,052,800
Bank debt 2,924,300
Payable to majority stockholder 560,000
Deferred income 75,000
Other current liabilities 92,500
----------
Total current liabilities 4,704,600
==========
Deferred taxes 905,000
Other liabilities 51,400
----------
Total liabilities 5,661,000
----------
Stockholders' equity:
Common stock, $.001 par value, 100,000,000 shares
authorized, 5,000,152 shares issued and outstanding 5,000
Paid in capital 35,000
Retained earnings 823,500
----------
Total stockholders' equity 863,500
----------
$6,524,500
==========
</TABLE>
<TABLE>
TRIDENT MEDIA GROUP, INC. and SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
<CAPTION>
Three Months Ended Six Months Ended
----------------------- -----------------------
June 30, June 30, June 30, June 30,
1999 1998 1999 1998
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Revenues $2,901,100 $1,902,100 $4,255,400 $2,924,100
---------- ---------- ---------- ----------
Operating costs and expenses:
Cost of operations 1,513,900 1,114,900 2,656,500 1,954,400
Selling, general and administrative 586,100 642,900 1,198,900 1,126,500
Depreciation and amortization 307,800 265,400 615,300 509,500
---------- ---------- ---------- ----------
Total operating costs and expenses 2,407,800 2,023,200 4,470,700 3,590,400
---------- ---------- ---------- ----------
Income (loss) from operations 493,300 (121,100) (215,300) (666,300)
Interest expense 85,100 67,400 156,700 128,000
---------- ---------- ---------- ----------
Income (loss) before taxes 408,200 (188,500) (372,000) (794,300)
Income tax expense (benefit) 146,600 (75,400) (133,400) (317,700)
---------- ---------- ---------- ----------
Net income (loss) $ 261,600 $ (113,100) $ (238,600) $ (476,600)
========== ========== ========== ==========
Net income (loss) per share - Basic $ 0.05 $ (0.02) $ (0.05) $ (0.10)
========== ========== ========== ==========
- Diluted $ 0.05 $ (0.02) $ (0.05) $ (0.10)
========== ========== ========== ==========
Weighted average number of shares outstanding
- Basic 5,000,152 5,000,152 5,000,152 4,710,097
========== ========== ========== ==========
- Diluted 5,530,954 5,000,152 5,000,152 4,710,097
========== ========== ========== ==========
</TABLE>
<TABLE>
TRIDENT MEDIA GROUP, INC. and SUBSIDIARIES
CONSOLIDATED CASH FLOW
(Unaudited)
<CAPTION>
Three Months Ended Six Months Ended
----------------------- -----------------------
June 30, June 30, June 30, June 30,
1999 1998 1999 1998
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 261,600 $ (113,100) $ (238,600) $ (476,600)
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 307,800 265,400 615,300 509,500
Increase (decrease) in cash resulting
from changes in:
Accounts receivable (545,100) (88,600) (255,100) 7,900
Prepaid expenses and other assets 151,200 (31,100) (59,000) (315,400)
Accounts payable and accrued
liabilities 204,200 657,600 (51,600) 634,900
Taxes payable - - (20,500) (28,000)
---------- ---------- ---------- ----------
Net cash provided (used) by operating
activities 379,700 690,200 (9,500) 332,300
---------- ---------- ---------- ----------
Cash flows from investing activities:
Change in amounts due from related parties (1,300) (2,700) (15,900) 6,100
Purchase of Steinley's Photochart,
Systems, Inc. (8,300) (255,500) (16,500) (255,500)
Purchase of GoldenTel, LLC. - (230,000) - (230,000)
Purchase of On Track, Inc. - (187,000) - (187,000)
Purchase of property and equipment (298,400) (163,400) (455,300) (177,200)
---------- ---------- ---------- ----------
Net cash used by investing activities (308,000) (838,600) (487,700) (843,600)
---------- ---------- ---------- ----------
Cash flows from financing activities:
Advances from majority shareholder 240,000 - 560,000 -
Debenture payment to former shareholder - - (75,000) -
Principal payments on bank debt (137,000) (362,200) (143,300) (502,400)
Proceeds from bank borrowings - 750,000 - 1,000,000
Other (3,800) 15,300 4,000 (1,000)
---------- ---------- ---------- ----------
Net cash provided (used) by financing
activities 99,200 403,100 345,700 496,600
---------- ---------- ---------- ----------
Net increase (decrease) in cash and
cash equivalents 170,900 254,700 (151,500) (14,700)
Cash and cash equivalents at beginning of period 212,400 316,700 534,800 586,100
---------- ---------- ---------- ----------
Cash and cash equivalents at end of period $ 383,300 $ 571,400 $ 383,300 $ 571,400
========== ========== ========== ==========
</TABLE>
TRIDENT MEDIA GROUP, INC. and SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 1999
(Unaudited)
- -------------------------------------------------------------------------------
1. THE COMPANY
Trident Media Group, Inc. ("Trident" or the "Company"), a Nevada
Corporation, through its wholly-owned subsidiaries, provides telecommunications
services for the broadcast industry and private satellite networks, video
production and management operations services for the sports and entertainment
industries, syndicates sports and entertainment programming throughout North
America and provides long distance telephone services through the sale of
prepaid phone cards.
2. BASIS OF PRESENTATION
In the opinion of management, the accompanying unaudited consolidated
financial statements for Trident contain all adjustments (consisting of only
normal recurring adjustments and accruals) necessary to present fairly the
consolidated financial position as of June 30, 1999, and the consolidated
results of operations and cash flows for the six and three months ended June
30, 1999 and 1998. All significant intercompany transactions have been
eliminated.
3. INTERIM FINANCIAL STATEMENTS
Certain information and footnote disclosures normally included in the
financial statements prepared in accordance with generally accepted accounting
principles ("GAAP") have been condensed or omitted. The results of operations
included herein are not necessarily indicative of the operating results to be
expected for the full year. These consolidated financial statements should be
read in conjunction with the financial statements and notes thereto included in
the Company's Annual Report on Form 10-KSB for the year ended December 31,
1998.
4. ADVANCES FROM MAJORITY STOCKHOLDER
During the six months ended June 30, 1999, the Company's majority
stockholder advanced $560,000 toward funding the Company's operations. These
advances are payable on demand and call for interest at 12% per annum, payable
six months in arrears.
5. LOSS PER SHARE
The computation of basic loss per share of common stock is based on the
weighted average number of shares outstanding for the periods ended June 30,
1999 and June 30, 1998. Options and warrants to purchase common stock of
720,000 and 100,000, respectively, are outstanding at June 30, 1999.
The following table represents the required disclosure of the basic and
diluted earnings per share computation for the three months ended June 30,
1999. The computation is not shown for the six months ended June 30, 1999 or
the six and three months ended June 30, 1998, because the effect of the
dilutive securities would be antidilutive.
<TABLE>
<CAPTION>
Three months ended June 30, 1999
Income Shares Per Share
(Numerator) (Denominator) Amount
Basic EPS ---------- ------------- --------
<S> <C> <C> <C>
Net Income $ 261,600 5,000,152 $ 0.05
========
Effect of Dilutive Securities
Securities Assumed Converted
Options 590,000
Warrants 100,000
Less Securities Assumed Repurchased (159,198)
---------- --------- --------
Diluted EPS $ 261,600 5,530,954 $ 0.05
========== ========= ========
</TABLE>
6. BANK DEBT
Bank debt of $2,924,300 at June 30, 1999 is collateralized by all of the
Company's assets and is personally guaranteed by the Company's majority
stockholder. In conjunction with the bank notes payable, the Company is
restricted from paying dividends, and is required to meet certain financial
ratios and maintain certain tangible net worth levels. The Company was in
violation of the financial covenants at June 30, 1999. Pursuant to a Loan
Agreement Amendment dated July 29, 1999, the bank has (i) extended the term of
the loans (which had been due on July 15, 1999) to January 15, 2000, (ii)
waived the financial covenant violations through the date of the agreement,
(iii) adjusted the interest rate from the bank's prime rate plus 2% to the
bank's prime rate plus 3.5% through November 15, 1999, increasing to the bank's
prime rate plus 7% after November 15, 1999, and (iv) instituted monthly
reporting to the bank of the Company's financial condition and progress being
made by the Company toward obtaining funds to fully repay the subject loans by
January 15, 2000.
7. DISCLOSURE OF SEGMENT INFORMATION
The Company has the following two reportable segments: Network Services
Group and Telecommunications Services (which began operations in the second
quarter of 1998). Network Services Group provides simulcasting, television
production, advertising and related services primarily to racetracks, casinos
and off-track betting locations. The Telecommunications Services Group offers
services primarily through the use of enhanced prepaid phone cards provided
through company owned electronic dispensing units and retail sales.
The Company manages segment reporting at a gross profit level. Selling,
general and administrative expenses (including, corporate functions, recruiting
and marketing) are managed at the corporate level separately from the segments.
The following information about the segments is for the six month period
ended June 30, 1999.
<TABLE>
Network Services Telecommunication
Group Services Total
---------------- ---------------- ----------
<S> <C> <C> <C>
Revenues $3,650,600 $ 604,800 $4,255,400
Cost of Operations 2,262,900 393,600 2,656,500
Depreciation and Amortization 576,400 38,900 615,300
---------- ---------- ----------
Gross Profit $ 811,300 $ 172,300 983,600
========== ==========
Selling, General & Administrative (1,198,900)
----------
Loss from Operations $ (215,300)
==========
Identifiable Assets $6,099,000 $ 425,500 $6,524,500
========== ========== ==========
</TABLE>
ITEM 2: MANAGEMENT'S DISCUSSION and ANALYSIS of
FINANCIAL CONDITION and RESULTS OF OPERATONS
TRIDENT MEDIA GROUP, INC. and SUBSIDIARIES
The following discussion of the financial condition and operating results of
Trident should be read in conjunction with Trident's Financial Statements and
notes thereto, and other financial information included elsewhere in this
report. This report contains forward-looking statements that involve a number
of risks and uncertainties. In addition to the factors discussed elsewhere in
this report, among the other factors that could cause actual results to differ
materially are the following: business conditions and the general economy;
governmental regulation of the Company's telecommunications services and of the
pari-mutuel and gaming industries in general; competitive factors such as rival
service providers, alternative methods of broadcasting and an increasing
variety of telecommunication products being offered to the general public;
consolidation in the ownership of the Company's principal customers and the
risks associated with providing services to the gaming industry.
RESULTS OF OPERATIONS
- ---------------------
The Company reported a net loss of $238,600 for the six months ended June
30, 1999, as compared to a net loss of $476,600 for the same period of 1998.
For the three months ended June 30, 1999, the Company reported net income of
$261,600 as compared to a net loss of $113,100 for the same period of the prior
year. The first calendar quarter of the year historically shows a net loss,
primarily due to the cyclical nature of the Company's core business
activities. The majority of the Company's current services are provided to
customers in the pari-mutuel wagering industry with racing schedules heavily
weighted to the late spring and summer months. In addition, the start-up of the
Company's telephone calling card business in June of 1998 contributed to higher
losses in 1998. In the second quarter of 1998 the Company also acquired
Steinley's Photochart, Systems, Inc. ("Steinley's") and On Track, Inc.
("OTI") which operated in the same business segment as the Company's existing
core business. These two acquisitions contributed approximately $120,000 and
$80,000 to pre-tax results for the six and three months ended June 30, 1999,
respectively, as compared to $20,000 for the three months ended June 30, 1998.
Revenues
- --------
The Company reported revenues of $4.3 million and $2.9 million for the six
and three months ended June 30, 1999, respectively, as compared to $2.9 million
and $1.9 million for the same periods in 1998. The increase in revenues of
$1.4 million for the six month period from 1998 to 1999 was directly related to
the Company's telephone calling card business (approximately $0.5 million)
which was started up in June of 1998 and the activities of Steinley's and OTI
(approximately $0.9 million) which were not acquired until the second quarter
of 1998.
Cost of Operations
------------------
Cost of operations amounted to $2.7 million and $1.5 million for the six
and three months ended June 30, 1999, respectively, as compared to $2.0 million
and $1.1 million for the same periods of the prior year. The increase of $0.7
million from 1998 to 1999 for the six months ended June 30 primarily relates to
costs incurred by the Company's calling card activities ($0.3 million) and the
operations of Steinley's and OTI ($0.6 million), which only operated during a
portion of the first six months of 1998.These higher costs were offset by lower
costs (primarily satellite time) incurred by the Company's core racing business
activities.
Selling, General and Administrative Expenses
--------------------------------------------
The Company reported selling, general and administrative expenses of $1.2
million and $0.6 million for the six and three months ended June 30, 1999,
respectively. Approximately the same amounts were reported for the same
periods of 1998 as the Company has been able to effectively absorb the
acquisitions made in 1998 with little or no increase in fixed overhead costs.
Depreciation and Amortization
-----------------------------
Depreciation and amortization for the six and three months ended June 30,
1999 were approximately the same as the comparable periods of the prior year.
Interest Expense
----------------
Interest expense increased slightly from 1998 to 1999 primarily as a
result of borrowings incurred in connection with acquisitions consummated
during 1998.
FACTORS THAT MAY AFFECT FUTURE RESULTS
- --------------------------------------
The Company's primarily business of providing services to the pari-mutuel
gaming industry is subject to concentrations of risk. The Company derives a
significant portion of its revenues (approximately 32% in fiscal year 1998)
from four racetrack operators. The loss of one or more of these customers
could have a material adverse impact on the Company's operating results.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
The Company had current assets of $2.3 million and current liabilities of
$4.7 million as of June 30, 1999. The deficit in working capital was due to
classifying all of the Company's bank debt as a current liability as of June
30, 1999 (see discussion below). Stockholder's equity decreased from $1.1
million at December 31, 1998 to $0.9 million at June 30, 1999, due to the net
loss reported for the six months ended June 30, 1999.
At June 30, 1999, the Company had a credit facility with its principal
lender consisting of a term loan of $2.4 million and a revolving line of credit
of $0.5 (which was fully drawn down and no further funds are available).
Pursuant to a Loan Agreement Amendment dated July 29, 1999 the lender extended
the maturity date of the term loan and the revolving line of credit from July
15, 1999 to January 15, 2000. The Loan Agreement Amendment also adjusted the
interest rate on the outstanding borrowings from the bank's prime rate plus 2%
to the bank's prime rate plus 3.5% through November 15, 1999, increasing to the
bank's prime rate plus 7% after November 15, 1999. The loan agreement requires
the Company to meet certain financial ratios and maintain certain tangible net
worth levels. The Company was in violation of the financial covenants at
June 30, 1999, which the lender waived in the Loan Agreement Amendment
through the date of the agreement. The Company is currently exploring various
alternatives to replace or satisfy its current credit facility. Based on its
current operating performance and its prior refinancing experience the Company
believes that the credit facility will be satisfied or refinanced.
During the next twelve months, the Company's foreseeable cash requirements
include capital expenditures to support its core business, repairs and
maintenance of its equipment and facilities, and new equipment to support
corporate growth. In addition, the Company operates primarily under long-term
non-cancelable contracts with major establishments in the sports and wagering
industries, which provides a reliable and predictable revenue stream. During
the first three or four months of the calendar year the Company historically
shows negative cash flow due to the cyclical nature of the Network Services
Group's business activities. During the six months ended June 30, 1999 the
Company's majority shareholder loaned the Company over $500,000 to cover this
cash flow shortfall.
YEAR 2000 COMPLIANCE
- --------------------
By modifying existing programs and making conversions to Year 2000 ("Y2K")
compliant software the Company is implementing a Y2K program to ensure that its
computer systems and applications will function properly beyond the year 1999
and believes that adequate resources have been allocated for this purpose. The
Company does not believe that the cost of implementing its Y2K program will
have a material effect on the Company's financial condition or results of
operations. However, expenses of the Company's efforts to address such
problems, or the expenses or liabilities to which the Company may become
subject as a result of such problems, could have a material adverse effect on
the Company's results of operations and financial condition. In addition,
factors outside of the Company's control such as the revenue stream and
financial ability of existing suppliers, service providers or customers may be
adversely impacted by Y2K problems, which could cause fluctuations in the
Company's revenue and operating profitability.
PART II - OTHER INFORMATION
ITEM 1: LEGAL PROCEEDINGS
On January 5, 1999, an action was commenced in the Superior Court of the
State of California by certain individuals involved in the activities of
Trident Telecard, Inc. (the Company's wholesale division of the prepaid
telephone calling card business) which the Company closed down as of December
31, 1998. As part of the Telecard Settlement Agreement (which did not involve
any payments on the Company's part) dated May 3, 1999, the suit was dismissed.
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits -
Exhibit 27.00 - Financial Data Schedule
(b) Reports on Form 8-K - None
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
TRIDENT MEDIA GROUP, INC.
Dated: September 20, 1999 By: /s/ Edward M. Spector
President and Director
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the Form
10QSB for the six months ended June 30, 1999 of Trident Media Group, Inc. and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
<CASH> 383,300
<SECURITIES> 0
<RECEIVABLES> 1,032,800
<ALLOWANCES> 139,000
<INVENTORY> 12,300
<CURRENT-ASSETS> 2,263,900
<PP&E> 10,684,800
<DEPRECIATION> 6,648,000
<TOTAL-ASSETS> 6,524,500
<CURRENT-LIABILITIES> 1,780,300
<BONDS> 2,924,300
0
0
<COMMON> 5,000
<OTHER-SE> 858,500
<TOTAL-LIABILITY-AND-EQUITY> 6,524,500
<SALES> 0
<TOTAL-REVENUES> 4,255,400
<CGS> 0
<TOTAL-COSTS> 4,470,700
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 156,700
<INCOME-PRETAX> (372,000)
<INCOME-TAX> (133,400)
<INCOME-CONTINUING> (238,600)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (238,600)
<EPS-BASIC> (0.05)
<EPS-DILUTED> (0.05)
</TABLE>
