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U.S. 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 July 31, 2000 Commission File No. 0-14234
KINGS ROAD ENTERTAINMENT, INC.
(Name of small business issuer in its charter)
Delaware 95-3587522
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
3489 West Cahuenga Blvd., Suite D
Hollywood, California 90068
(Address of principal executive office)
Issuer's telephone number: (323) 512-5045
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 [ ]
---- -----
As of September 12, 2000 the Registrant had 3,541,140 shares of its common stock
outstanding.
Transitional Small Business Disclosure Format: YES [ ] NO [X]
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PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
KINGS ROAD ENTERTAINMENT, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
<TABLE>
<CAPTION>
AS OF
JULY 31, 2000
-------------
<S> <C>
ASSETS
Cash and Cash Equivalents $ 158,443
Marketable Securities 300,440
Accounts Receivable, net of allowance of $32,630 98,747
Due from Related Party 55,660
Notes Receivable 31,500
Film Costs, net of amortization of $168,463,829 45,086
Investment in Theatrical Production 4,500
Prepaid Expenses 10,227
Fixed Assets 5,373
Other Assets 1,990
------------
TOTAL ASSETS $ 711,966
============
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Accounts Payable $ 216,969
Accrued Expenses 3,160
Deferred Revenue 9,930
------------
TOTAL LIABILITIES 230,059
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Common Stock, $.01 par value, 12,000,000 shares
authorized, 3,541,140 shares issued and outstanding 35,411
Additional Paid-In Capital 24,872,798
Deficit (24,426,302)
------------
TOTAL STOCKHOLDERS' EQUITY 481,907
------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 711,966
============
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
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KINGS ROAD ENTERTAINMENT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS
ENDED JULY 31,
2000 1999
------------ ------------
<S> <C> <C>
REVENUES
Feature Films $ 692,565 $ 91,865
Interest Income 5,778 413
----------- -----------
698,343 92,278
COSTS AND EXPENSES
Costs Related to Revenues 225,693 0
Selling Expenses 35,585 1,451
General & Administrative Expenses 156,648 276,467
Interest 0 25,859
----------- -----------
417,926 303,777
----------- -----------
OPERATING INCOME (LOSS) 280,417 (211,499)
OTHER EXPENSES
Equity in Losses of Affiliates 0 237,849
Adjustment in Valuation of Other Investments 0 100,000
----------- -----------
0 337,849
INCOME (LOSS) BEFORE INCOME TAXES 280,417 (549,348)
Provision for Income Taxes 1,600 110
----------- -----------
NET INCOME (LOSS) $ 278,817 ($ 549,458)
=========== ===========
Net Income (Loss) Per Share - Basic and Diluted $ 0.08 ($ 0.16)
=========== ===========
Weighted Average Number of Common
Shares - Basic and Diluted 3,541,140 3,474,334
=========== ===========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
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KINGS ROAD ENTERTAINMENT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS
ENDED JULY 31,
2000 1999
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss) $ 278,817 $ (549,458)
Adjustments to reconcile Net Income (Loss) to
Net Cash Provided by Operating Activities:
Depreciation and Amortization 227,020 1,534
Equity in Losses of Affiliates 0 237,849
Adj. in Valuation of Other Investments 0 100,000
Changes in Assets and Liabilities:
Decrease in Restricted Cash 0 1,000,000
Decrease in Accounts Receivable 1,210 123,997
Increase in Amount Due from Related Party 0 (93,210)
Increase in Notes Receivable (31,500) 0
Decrease in Prepaid Expenses 2,250 2,983
Decrease in Other Assets 0 60,609
Increase in Accounts Payable 27,902 53,198
Decrease in Accrued Expenses 0 (64,714)
Increase in Deferred Revenue 8,030 0
----------- -----------
NET CASH AND CASH EQUIVALENTS PROVIDED
BY OPERATING ACTIVITIES 513,729 872,788
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of Marketable Securities (300,440) 0
Gross Additions to Film Costs (139,143) (41,597)
Increase in Other Investments (4,500) (1,250,000)
Disposal of Fixed Assets 3,638 0
----------- -----------
NET CASH AND CASH EQUIVALENTS USED
IN INVESTING ACTIVITIES (440,445) (1,291,597)
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of Common Stock 0 161,083
Issuance of Note Payable 0 250,000
----------- -----------
NET CASH AND CASH EQUIVALENTS PROVIDED
BY FINANCING ACTIVITIES 0 411,083
----------- -----------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS 73,284 (7,726)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 85,159 55,583
----------- -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 158,443 $ 47,857
=========== ===========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
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KINGS ROAD ENTERTAINMENT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial statements. Accordingly, they do not include all of the information
and disclosures required for annual financial statements. These financial
statements should be read in conjunction with the financial statements and
related footnotes for the year ended April 30, 2000 included in the Kings Road
Entertainment, Inc. ("Company" or "Registrant") annual report on Form 10-KSB for
that period.
In the opinion of the Company's management, all adjustments (consisting of
normal recurring accruals) necessary to fairly present the Company's financial
position at July 31, 2000 and the results of operations and cash flows for the
three months ended July 31, 2000 and 1999, respectively, have been included.
The results of operations for the three month period ended July 31, 2000 are not
necessarily indicative of the results to be expected for the full fiscal year.
For further information, refer to the financial statements and footnotes thereto
included in the Company's annual report on Form 10-KSB for the year ended April
30, 2000.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting periods.
Actual results could differ from those estimates.
NOTE B - FILM COSTS
Film costs consist of film projects actively in development at July 31, 2000.
NOTE C - MARKETABLE SECURITIES
In accordance with Statement of Financial Accounting Standards (SFAS) No. 115,
the Company determines the classification of marketable securities at the time
of purchase and reevaluates such designation at each balance sheet date.
Marketable securities have been classified as available for sale and are stated
at market value. It is currently the Company's policy to purchase only US
Government securities with maturities of less than one year.
NOTE D - LITIGATION AND CONTINGENCIES
In the ordinary course of business, the Company has or may become involved in
disputes or litigation. On the basis of information available to it, management
believes such contingencies will not have a materially adverse effect on the
Company's financial position or results of operations.
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KINGS ROAD ENTERTAINMENT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE E - INCOME TAXES
A reconciliation of the provision for income taxes to the expected income tax
expense at the statutory federal tax rate of 34% is as follows:
<TABLE>
<CAPTION>
Three Months Three Months
Ended Ended
July 31, 2000 July 31, 1999
-------------- -------------
<S> <C> <C>
Computed Expected Tax at Statutory Rate $ 95,342 $(237,779)
State and Local Taxes 1,600 110
Valuation Allowance (95,342) 237,779
--------- ---------
$ 1,600 $ 110
========= =========
</TABLE>
For federal income tax purposes, the Company has available investment tax
credits of approximately $2,166,000 after being reduced by 35% as a result of
the Tax Reform Act of 1986 (expiring between 2000 and 2002) and net operating
loss carryforwards of approximately $15,525,000 (expiring between 2001 and 2016)
to offset future income tax liabilities.
Deferred tax assets result from temporary differences between financial and tax
accounting in the recognition of revenue and expenses. Temporary differences and
carryforwards which give rise to deferred tax assets are as follows:
<TABLE>
<CAPTION>
At
July 31, 2000
-------------
<S> <C>
Valuation Allowances $ 2,436,000
Net Operating Loss Carryforwards 6,210,000
Investment Tax Credit Carryforwards 2,166,000
Foreign Tax Credit Carryforwards 400,000
-----------
11,212,000
Valuation Allowance (11,212,000)
-----------
$ 0
===========
</TABLE>
A valuation allowance of $11,212,000 has been recorded to offset the net
deferred tax assets due to the uncertainty of realizing the benefits of the tax
assets in the future. In addition, as a result of a change in control of the
Company that occurred in November 1998, Internal Revenue Code Section 382
significantly limits the Company's ability to utilize its net operating loss
carryforwards. As a result of this limitation, the Company expects that its
investment tax credit and foreign tax credit carryforwards, as well as a
significant amount of its net operating loss carryforwards, will expire prior to
utilization by the Company.
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ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND
RESULTS OF OPERATIONS
RECENT DEVELOPMENTS
Subsequent to the fiscal year ended April 30, 1995, the Company has not
produced any new films and has derived its revenues almost exclusively from the
exploitation of films produced in prior years. The Company continues to fund and
develop film projects, with the intention of either producing the film,
establishing a partnership or joint venture with another film production company
or an outright sale of the project.
On November 9, 1998, the Company acquired 2,393,235 shares of Immediate
Entertainment Group, Inc. ("Immediate"), approximately 19% of Immediate's
outstanding common stock, for an aggregate of $2,300,000 in cash, 1,477,567
newly issued shares of the Company's common stock and a note payable to the
sellers of the common stock for $210,803 that was subsequently converted into
additional shares of the Company's common stock. Immediate is a diversified
entertainment holding company that provides services relating to music
production, audio recording, CD manufacturing, film soundtrack and script
development and operates a mail order music club. The Company, after carefully
evaluating the remainder of the carrying value of its investment in Immediate,
decided to effect a complete writedown during the year ended April 30, 2000.
This decision was based upon Immediate's continued operating losses, changes in
management, a "going concern" opinion rendered by Immediate's auditors and a
material decrease in the trading price of Immediate's common stock. The Company
is currently evaluating various alternatives with respect to recovering its
investment in Immediate, however, there can be no assurance that the Company
will be able to recover any portion of this investment.
On May 20, 2000, the Company announced that it would acquire Animal Town,
Inc. ("Animal Town"), a privately-held direct mail order catalogue company that
markets children's toys, games, crafts and books specializing in cooperative
play and development, animal protection and environmental awareness. The Company
has agreed to acquire all of the outstanding common stock of Animal Town in
exchange for a combination of approximately $51,000 in cash and the issuance of
up to 97,026 shares of the Company's common stock, the exact number of shares to
be determined based upon a debt-for-equity exchange offer to be made to existing
Animal Town creditors. The Company also agreed, on an interim basis in advance
of the closing of the acquisition, to provide a secured credit facility in order
for Animal Town to immediately commence production of a Fall 2000 catalog.
Advances under this credit facility to Animal Town at July 31, 2000 were
approximately $32,000 and are collateralized by Animal Town's inventory,
trademarks and proprietary customer list. The Company believes that there are
numerous opportunities in the children's educational and entertainment markets
and intends to develop a focused strategy that, in the future, will capitalize
on these opportunities.
On August 31, 2000, the Company announced that it entered into an agreement
as Executive Producer for an Off-Broadway production of the play "End of the
World Party". In addition to certain film rights, performance venues and other
production rights that were negotiated with the producer/director team,
including future theatrical projects, the Company will assist in the creation
and sale of merchandise associated with the theatrical play and will share in
the revenues generated.
7
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RESULTS OF OPERATIONS
For the quarter ended July 31, 2000, feature film revenues were
approximately $693,000 as compared to approximately $92,000 for the quarter
ended July 31, 1999. The substantial increase in feature film revenues results
primarily from (i) the sale of the Company's rights to "Ticker", a feature film
project that had been developed by the Company, for approximately $243,000 and
(ii) increased foreign distribution revenues from feature films in the Company's
film library. Interest income increased to approximately $6,000 for the quarter
ended July 31, 2000 from approximately $400 during the same quarter last year,
reflecting an increase in cash and marketable securities held during the quarter
ended July 31, 2000.
Costs related to revenues were approximately $226,000 for the quarter ended
July 31, 2000 versus no similar costs during the quarter ended July 31, 1999.
This increase results primarily from the amortization of costs related to
"Ticker". Selling expenses increased to approximately $36,000 during the quarter
ended July 31, 2000 versus approximately $1,000 during the same quarter last
year. This increase results primarily from commissions payable to the Company's
sales agent handling foreign distribution of the Company's film library.
General and administrative costs decreased by 43% to approximately $157,000
during the quarter ended July 31, 2000 versus approximately $276,000 during the
same period last year. This change results primarily from decreased accounting
fees and financing costs associated with a convertible promissory note that was
repaid and the expense adjustment during the quarter ended July 31, 1999
reflecting certain amounts previously advanced to third parties. During the
quarter ended July 31, 2000, the Company had no interest expense. Interest
expense during the quarter ended July 31, 1999 was approximately $26,000,
reflecting the interest incurred by the Company on its then outstanding notes
payable.
During the quarter ended July 31, 2000, the Company had no equity in the
losses of affiliates or adjustments in the valuation of its investments. During
the quarter ended July 31, 1999, equity in losses of affiliates was
approximately $238,000 reflecting the Company's share of losses incurred by
Immediate. During the same period, the Company recorded a decrease adjustment in
the valuation of its investment in a joint venture of $100,000.
During the quarter ended July 31, 2000, the Company had net income of
approximately $279,000 versus a net loss of approximately $549,000 for the
quarter ended July 31, 1999. This increase in net income results primarily from
(i) the substantial increase in revenues during the quarter ended July 31, 2000
discussed above, (ii) the decrease in general and administrative expenses during
the quarter ended July 31, 2000 as compared to the quarter ended July 31, 1999
discussed above, and (iii) the equity in losses of affiliates and adjustments
made in the valuation of certain investments recorded during the quarter ended
July 31, 1999, for which there were no comparable losses or adjustments during
the quarter ended July 31, 2000. During the quarters ended July 31, 2000 and
1999, the Company had no significant provisions for income taxes.
LIQUIDITY AND CAPITAL RESOURCES
The production of motion pictures requires substantial capital. In
producing a motion picture, the Company may expend substantial sums for both the
production and distribution of a motion picture before that film generates any
revenues. In many instances, the Company obtains advances or guarantees from its
distributors but these advances and guarantees
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generally defray only a portion of a film's total cost. The Company's principal
source of working capital during the quarter ended July 31, 2000 was motion
picture licensing income. Except for the financing of new film production costs,
management believes that its existing cash resources will be sufficient to fund
its ongoing operations.
For the quarter ended July 31, 2000, the Company's net cash flow provided
by operating activities was approximately $514,000, a decrease of approximately
$359,000, as compared to approximately $873,000 of net cash flow provided by
operating activities during the quarter ended July 31, 1999. During the quarter
ended July 31, 2000, the Company used its cash flow from operations to purchase
approximately $300,000 of marketable securities plus expended gross additions to
film costs of approximately $139,000. At July 31, 2000, the Company had cash,
cash equivalents and marketable securities of approximately $459,000 as compared
to approximately $48,000 as of July 31, 1999.
FUTURE COMMITMENTS
On May 20, 2000, the Company announced that it would acquire all of the
outstanding common stock of privately-held Animal Town, Inc. ("Animal Town") for
a combination of approximately $51,000 in cash and the issuance of up to 97,026
shares of the Company's common stock, the exact number of shares to be
determined based upon a debt-for-equity exchange offer to be made to existing
Animal Town creditors. Further, the Company agreed, on an interim basis in
advance of the closing of the acquisition, to provide a secured credit facility
in order for Animal Town to immediately commence production of a Fall 2000
catalog.
On August 31, 2000, the Company announced that it entered into an agreement
as Executive Producer for an Off-Broadway production of the play "End of the
World Party". In addition to certain film rights, performance venues and other
production rights that were negotiated with the producer/director team,
including future theatrical projects, the Company will assist in the creation
and sale of merchandise associated with the theatrical play and will share in
the revenues generated.
The Company believes that it has sufficient working capital to undertake
these new business activities. The Company does not have any other material
future commitments.
FORWARD-LOOKING STATEMENTS
The foregoing discussion, as well as the other sections of this Quarterly
Report on Form 10-QSB, contains forward-looking statements that reflect the
Company's current views with respect to future events and financial results.
Forward-looking statements usually include the verbs "anticipates," "believes,"
"estimates," "expects," "intends," "plans," "projects," "understands" and other
verbs suggesting uncertainty. The Company reminds shareholders that
forward-looking statements are merely predictions and therefore inherently
subject to uncertainties and other factors which could cause the actual results
to differ materially from the forward-looking statements. Potential factors that
could affect forward-looking statements include, among other things, the
Company's ability to identify, produce and complete film projects that are
successful in the marketplace, to arrange financing, distribution and promotion
for these projects on favorable terms in various markets and to attract and
retain qualified personnel.
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PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
In the ordinary course of business, the Company has or may become involved
in disputes or litigation. On the basis of information available to it,
management believes such contingencies will not have a materially adverse effect
on the Company's financial position or results of operations.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBITS (NUMBERED IN ACCORDANCE WITH ITEM 601 OF REGULATION S-B)
3.1 Restated Certificate of Incorporation of Registrant. (1)
3.2 Bylaws of Registrant. (2)
27 Financial Data Schedule. (3)
---------------
(1) Incorporated by reference to Form 10-KSB for the fiscal year ended
April 30, 1998.
(2) Incorporated by reference to Form 10-K for the fiscal year ended April
30, 1988.
(3) Filed electronically with Securities and Exchange Commission, omitted
in copies distributed to shareholders or other persons.
(B) FORMS 8-K
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Date: September 12, 2000 KINGS ROAD ENTERTAINMENT, INC.
By: /s/David W. Dube
-------------------------------
David W. Dube, President
and Chief Operating Officer
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