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 March 31, 2000
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 April 30,
2000: 5,000,152
PART 1
<TABLE>
ITEM 1: FINANCIAL STATEMENTS
TRIDENT MEDIA GROUP, INC. and SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Unaudited)
<CAPTION>
MARCH 31,
2000
-----------
<S> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 200,700
Accounts receivable, net of allowance
for doubtful accounts Of $65,700 350,000
Deferred taxes 384,500
Other current assets 381,200
-----------
Total current assets 1,316,400
Property and equipment, net 3,404,700
Other assets 241,400
-----------
$ 4,962,500
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities $ 720,900
Current portion of bank debt 1,161,100
Other current liabilities 71,800
-----------
Total current liabilities 1,953,800
Bank debt, less current portion 1,213,300
Payable to majority stockholder 300,000
Deferred taxes 690,500
Other long-term liabilities 19,500
-----------
Total liabilities 4,177,100
-----------
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 745,400
-----------
Total stockholders' equity 785,400
-----------
$ 4,962,500
===========
</TABLE>
<TABLE>
TRIDENT MEDIA GROUP, INC. and SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
<CAPTION>
Three Months Ended
---------------------------
March 31, March 31,
2000 1999
---------- ----------
<S> <C> <C>
Revenues $ 1,336,800 $ 1,354,300
----------- -----------
Operating costs and expenses:
Cost of operations 900,100 1,142,600
Selling, general and administrative 650,800 612,800
Depreciation and amortization 290,600 307,500
---------- ----------
Total operating costs and expenses 1,841,500 2,062,900
---------- ----------
(Loss) from operations (504,700) (708,600)
Interest expense 83,300 71,600
---------- ----------
(Loss) before taxes (588,000) (780,200)
Income tax benefit 206,100 280,000
---------- ----------
Net (loss) $ (381,900) $ (500,200)
=========== ==========
Net (loss) per share = Basic $ (0.08) $ (0.10)
=========== ==========
= Diluted $ (0.08) $ (0.10)
=========== ==========
Weighted average number of shares outstanding 5,000,152 5,000,152
=========== ==========
</TABLE>
<TABLE>
TRIDENT MEDIA GROUP, INC. and SUBSIDIARIES
CONSOLIDATED CASH FLOW
(Unaudited)
<CAPTION>
Three Months Ended
-------------------------
March 31, March 31,
2000 1999
---------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ (381,900) $ (500,200)
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 290,600 307,500
(Gain) loss on disposal of property and equipment (6,300) -
Increase (decrease) in cash resulting from changes in:
Accounts receivable 149,700 290,000
Prepaid expenses and other assets (239,600) (210,200)
Accounts payable and accrued liabilities 223,200 (264,000)
Taxes payable (6,600) (20,500)
---------- ----------
Net cash (used) provided by operating activities 29,100 (397,400)
---------- ----------
Cash flows from investing activities:
Change in amounts due from related parties (5,500) (14,600)
Purchase of property and equipment (141,500) (156,900)
---------- ----------
Net cash used by investing activities (147,000) (171,500)
---------- ----------
Cash flows from financing activities:
Advances from majority stockholder - 320,000
Debenture payment to former stockholder - (75,000)
Borrowing from revolving credit agreement, net 51,600 -
Principal payments on bank debt (70,000) (6,300)
Other ( 9,500) 7,800
---------- ----------
Net cash (used) provided by financing activities (27,900) 246,500
---------- ----------
Net decrease in cash and cash equivalents (145,800) (322,400)
Cash and cash equivalents at beginning of period 346,400 534,800
---------- ----------
Cash and cash equivalents at end of period $ 200,600 $ 212,400
========== ==========
</TABLE>
TRIDENT MEDIA GROUP, INC. and SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2000
(Unaudited)
===============================================================================
1. THE COMPANY
Trident Media Group, Inc. ("Trident" or the "Company"), a Nevada
Corporation, through its wholly-owned subsidiaries, provides services for the
broadcast industry and private satellite networks, video production and
management operations services for the sports and entertainment industries,
throughout North America and provides telecommunications products and 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 March 31, 2000, and the consolidated
results of operations and cash flows for the three months ended March 31, 2000
and 1999. 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,
1999.
4. 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 March 31,
2000 and March 31, 1999. Options and warrants to purchase common stock of
804,561 and 100,000, respectively, are outstanding at March 31, 2000, but were
not included in the computation of diluted loss per share, because their effect
was antidilutive.
5. DISCLOSURE OF SEGMENT INFORMATION
The Company has the following two reportable segments: Network Services
Group and Telecommunications Services. 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 long distance phone services primarily through the sale
to consumers of enhanced prepaid phone cards distributed 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 three month periods
ended March 31, 2000 and 1999 (000's).
<TABLE>
<CAPTION>
Three Months Ended March 31,
=====================================================================
2000 1999
============================= ===================================
Network Telecommu- Network Telecommu-
Services nication Services nication
Group Services Total Group Services Total
======== ======== ======== ======== ========= ========
<S> <C> <C> <C> <C> <C> <C>
Revenues $ 1,003 $ 334 $ 1,337 $ 1,089 $ 265 $ 1,354
Cost of Operations 714 186 900 969 174 1,143
Depreciation and
Amortization 271 20 291 288 19 307
======= ======= ======= ======= ======= =======
Gross Profit $ 18 $ 128 146 $ (168) $ 72 (96)
======= ======= ======= =======
Selling, General &
Administrative 651 613
======= =======
Loss from Operations $ (505) $ (709)
======= =======
Identifiable Assets $ 4,634 $ 329 $ 4,963 $ 5,581 $ 365 $ 5,946
======= ======== ======= ====== ======= =======
</TABLE>
6. SUBSEQUENT EVENT
On May 7, 2000, the Company consummated an agreement with a major customer
to sell certain assets and to assign to the customer all television production
contracts between the Company and the customer for a cash purchase price of
$1.6 million. The majority of the proceeds were used to pay down the Company's
bank debt.
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
=====================
For the three months ended March 31, 2000, the Company reported a net loss
of $381,900 as compared to a net loss of $500,200 for the same period of 1999.
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. The Company achieved improved results in the
first quarter of 2000, as compared to the first quarter of 1999, on essentially
the same revenues primarily due to lower satellite expense in 2000. In the
first three months of 2000, satellite time was purchased on the open market
whereas in the first three months of 1999, the Company operated under a
contract for a full time transponder at a fixed cost.
Revenues
========
The Company reported revenues of approximately $1.3 million for the three
months ended March 31, 2000, as well as for the three months ended March 31,
1999. An increase in revenues from the Company's telephone operations (of
approximately $0.1 million) was offset by a decrease in revenue from
transponder sales due to the Company's decision to no longer lease a full time
transponder for its broadcast activities.
Cost of Operations
==================
Cost of operations amounted to $0.9 million for the three months ended
March 31, 2000, as compared to $1.1 million for the three months ended March
31, 1999. The decrease from 1999 to 2000 primarily relates to a decrease in
satellite expense of approximately $0.3 million incurred by the Company's core
racing business activities as discussed above.
Selling, General and Administrative Expenses
============================================
The Company reported selling, general and administrative expenses of
approximately $0.6 million for both the three months ended March 31, 2000 and
three months ended March 31, 1999.
Depreciation and Amortization
=============================
Depreciation and amortization for the three months ended March 31, 2000
was approximately the same as the comparable period of the prior year.
Interest Expense
================
Interest expense increased slightly from 1999 to 2000 primarily as a result
of new financing arrangements set up at the end of the year ended December 31,
1999.
FACTORS THAT MAY AFFECT FUTURE RESULTS
======================================
The Company's primary 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 25% in fiscal year 1999)
from three 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 $1.3 million and current liabilities of
$1.9 million as of March 31, 2000. Stockholders' equity decreased from $1.2
million at December 31, 1999 to $0.8 million at March 31, 2000, due to the net
loss reported for the three months ended March 31, 2000.
At March 31, 2000, the Company had a credit facility with its principal
lender consisting of term loans of $2.1 million and a revolving line of credit
based on accounts receivable balances of $1.0 million (of which $0.3 million
was drawn down at March 31, 2000). The lending agreement requires the Company
to meet certain financial ratios and maintain certain tangible net worth
levels. Based on its current operating performance and prior experience the
Company believes that its current credit facilities are sufficient to meet its
immediate needs.
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. As of March 31, 2000, the Company's owed $300,000
to its majority stockholder. This loan is subordinated to the outstanding bank
debt and can not be paid without written consent from the bank.
YEAR 2000 COMPLIANCE
====================
The Company has completed its Year 2000 conversions and readiness
initiatives and did not experience any significant problems as a result of
these changes. The Company does not anticipate any future business impacts
related to Year 2000 issues. The Company incurred approximately $86,500,
including approximately $65,500 of capital spending on Year 2000 changes and
issues, all of which were incurred in calendar year 1999.
PART II - OTHER INFORMATION
ITEM 1: LEGAL PROCEEDINGS
On September 28, 1999, Spector Entertainment Group, Inc. (a wholly owned
subsidiary of Trident) filed an action in the U.S. District Court of southern
California against Florida Gaming, Inc. alleging a breach of contract on a
service agreement. The suit seeks unspecified damages and equitable relief.
Management believes that sufficient evidence exists to prevail in its claim.
ITEM 6: EXHIBITS AND REPORTS ON FORM 8K
(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: May 22, 2000 By: /s/Harlyn C. Enholm
Executive Vice President and
Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the Form
10QSB for the three months ended March 31, 2000 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-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 200,700
<SECURITIES> 0
<RECEIVABLES> 415,700
<ALLOWANCES> 65,700
<INVENTORY> 2,000
<CURRENT-ASSETS> 1,316,400
<PP&E> 10,791,500
<DEPRECIATION> 7,386,800
<TOTAL-ASSETS> 4,962,500
<CURRENT-LIABILITIES> 1,953,800
<BONDS> 2,374,400
0
0
<COMMON> 5,000
<OTHER-SE> 780,400
<TOTAL-LIABILITY-AND-EQUITY> 4,962,500
<SALES> 0
<TOTAL-REVENUES> 1,336,800
<CGS> 0
<TOTAL-COSTS> 1,841,500
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 83,300
<INCOME-PRETAX> (588,000)
<INCOME-TAX> (206,100)
<INCOME-CONTINUING> (381,900)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (381,900)
<EPS-BASIC> (0.08)
<EPS-DILUTED> (0.08)
</TABLE>
