<PAGE>
<PAGE>
________________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-QSB
(Mark One)
[x] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the quarterly period ended September 30, 1997
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ___________________ to _____________________
COMMISSION FILE NUMBER 33-22790
BEACHPORT ENTERTAINMENT CORPORATION
(Exact name of small business issuer as specified in its charter)
<TABLE>
<S> <C>
UTAH 87-0428148
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
</TABLE>
517 N. ROBERTSON BLVD.
SUITE 200
LOS ANGELES, CA 90048
(Address of principal executive offices)
(310) 278-5114
(Issuer's telephone number)
------------------------------------------------------------
(Former name, former address and former fiscal year, if
changed since last report)
------------------------
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 [ ] No [x] Only subject to reporting requirements for 45 days
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.
Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 10,888,183.
Transitional Small Business Disclosure Format (Check one):
Yes [ ] No [ ]
________________________________________________________________________________
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BEACHPORT ENTERTAINMENT CORPORATION
PART 1 -- FINANCIAL INFORMATION
ITEM 1 -- FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEET
AS OF SEPTEMBER 30, 1997 (UNAUDITED)
<TABLE>
<S> <C>
ASSETS
Current assets
Cash and cash equivalents...................................................................... $ 631,431
Accounts receivable............................................................................ 49,213
Notes receivable............................................................................... 257,475
Pre payments & other........................................................................... 383,552
----------
Total current assets...................................................................... 1,321,671
----------
Video production net of Acc. Dep. -- $147,173....................................................... 617,373
Show assets -- horses net of Acc. Dep. -- $45,764................................................... 1,895,236
Property and equipment net of Acc. Dep. -- $125,146................................................. 450,539
Investments......................................................................................... 211,011
Deferred debt cost.................................................................................. 211,582
Goodwill............................................................................................ 729,527
Other assets........................................................................................ 18,701
----------
4,133,969
----------
Total assets......................................................................... $5,455,640
----------
----------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable............................................................................... $ 879,081
Other accrued expenses......................................................................... 231,398
Deferred income................................................................................ 14,373
Loan payable stockholder....................................................................... 235,400
Loan payable................................................................................... 4,435,912
----------
Total current liabilities................................................................. 5,796,164
Stockholders' equity (deficit)
Convertible preferred stock $1 par, 1,000,000 6 shares issued and outstanding.................. 6
Common stock, $.002 par, 50,000,000 shares authorized, 10,563,000 issued and outstanding....... 21,126
Paid-in capital................................................................................ 6,988,798
Retained (deficit)............................................................................. (7,350,454)
----------
Shareholders' deficit................................................................ (340,524)
----------
Total liabilities and shareholders' equity........................................... $5,455,640
----------
----------
</TABLE>
See notes to the financial statement
1
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BEACHPORT ENTERTAINMENT CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 (UNAUDITED)
<TABLE>
<CAPTION>
1997 1996
---------- ----------
<S> <C> <C>
Revenue............................................................................... $1,347,077 $ 119,618
Cost of performance................................................................... 976,170 166,067
---------- ----------
Gross profits (loss).................................................................. 370,907 (46,449)
Operating expenses:
Selling expenses................................................................. 330,845 --
General and administration....................................................... 668,890 730,745
Depreciation expenses............................................................ 83,054 23,874
---------- ----------
1,082,789 754,619
Operating loss.............................................................. (711,882) (801,068)
Other income (Note)................................................................... 407,884 --
Interest expense...................................................................... (143,931) (95,221)
---------- ----------
(Loss) before income taxes............................................................ (447,929) (896,289)
Income taxes.......................................................................... 0 0
Net loss.............................................................................. $ (447,929) $ (896,289)
---------- ----------
---------- ----------
Loss per share........................................................................ $ (.05) $ (.13)
---------- ----------
Weighted average shares outstanding................................................... 8,968,420 7,072,601
---------- ----------
</TABLE>
See notes to the financial statement
2
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<PAGE>
BEACHPORT ENTERTAINMENT CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED SEPTEMBER 30, 1997 AND SEPTEMBER 30, 1996 (UNAUDITED)
<TABLE>
<CAPTION>
1997 1996
---------- ---------
<S> <C> <C>
Operating activities:
Net (loss)............................................................................. $ (447,929) $(896,289)
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization..................................................... 226,054 23,874
Change in operating assets and liabilities:
Decrease in accounts receivable.............................................. 2,569 (9,706)
Increase in other receivable................................................. (251,195) (65,261)
Increase in pre paid expenses................................................ (216,089)
Decrease in deferred expenses................................................ 71,283
Increase (decrease) in accounts payable...................................... (88,415) 98,242
Increase in accrued expenses................................................. 72,973 11,412
Decrease in deferred income.................................................. (45,594)
---------- ---------
Net cash used by operating activities.................................................. (676,343) (837,728)
Investing activities;
Purchase of property and equipment................................................ (101,036) (1,700)
Purchase of subsidiary............................................................ (1,294,702)
Other investments................................................................. (123,525)
Deposits.......................................................................... (3,000)
---------- ---------
Net cash used by investing activities............................................. (1,522,263) (1,700)
Financing activities;
Proceeds (payment) of loans....................................................... (65,000) 791,800
Payment of shareholder loans...................................................... (240,000)
Issuance of common stock.......................................................... 1,961,836
---------- ---------
Net cash provided by financing activities......................................... 1,656,836 791,800
---------- ---------
Decrease in cash and cash equivalents............................................. (541,770) (47,628)
Cash and cash equivalents at beginning of period.................................. 1,173,201 145,332
---------- ---------
Cash and cash equivalents at end of period........................................ $ 631,431 $ 97,704
---------- ---------
---------- ---------
Interest expenses paid in cash.................................................... $ 143,000 $ 151,280
---------- ---------
</TABLE>
See notes to the financial statement
3
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BEACHPORT ENTERTAINMENT CORPORATION
NOTES TO FINANCIAL STATEMENT
NOTE 1 -- SIGNIFICANT ACCOUNTING POLICIES
Incorporation -- The company was incorporated in Utah on November 18, 1985.
Its name was changed from Omni International Corporation ('Omni') on April 14,
1994, when it acquired Beachport Entertainment Corporation, a Texas corporation.
This transaction was accounted for as a 'reverse merger' or purchase of Omni by
Beachport. The company became a multi-faceted entertainment company with
acquisitions planned in the entertainment industry. The company was in the
development stage from inception until these acquisitions.
Consolidation of wholly-owned subsidiaries include The Royal Lipizzaner
Stallions, Inc., (RLS); Enigma Interactive, Inc. and On Ice, Inc. All
significant intercompany accounts and transactions have been eliminated in
consolidation.
Earnings per Share are computed based on weighted number of shares
outstanding during the year.
Cash and Cash Equivalents includes cash in bank and marketable temporary
financial instruments of a 3 month maturity or less.
Depreciation of office equipment and touring group sets are computed by
using the straight line method over their estimated useful lives of 5 years; the
depreciation on show assets-horses, owned by the Company's 100% owned
subsidiary, RLS, is computed using straight line method over their estimated
useful life. Video cassette rights are being amortized using the straight line
over their estimated significant revenue stream of 10 years.
Estimates and assumptions by management that affect certain reported
amounts and disclosure that are required in the preparation of these financial
statements were made in conformity with generally accepted accounting
principles. Accordingly, actual results could differ from those estimates.
Concentration of Credit Risk. As the Company is in the entertainment
business, substantially all accounts receivable are from show venues, television
broadcasting companies and related sponsoring companies. As of September 30,
1997, no receivable was considered significant. In accordance with standard
industry practices, no collateral or liens on revenues receivable exist.
NOTE 2 -- UNAUDITED INTERIM STATEMENTS
The financial statements as of September 30, 1997 and for the three months
ended September 30, 1996 and 1997, are unaudited; however, in the opinion of
management, all adjustments (consisting solely of normal recurring adjustments)
necessary for a fair presentation of the financial statements for these interim
periods have been made. Accounting estimates at interim dates inherently involve
greater reliance on estimates than at year end. The results for the interim
periods are not necessarily indicative of the results to be obtained for a full
fiscal year.
NOTE 3 -- ACQUISITION OF THE ROYAL LIPIZZANER STALLIONS INC. ('RLS')
On August 4, 1997, the Company executed an agreement with Entertainment
Specialists, Ltd. Inc., and purchased the assets and liabilities of 'ESL' via a
100 percent owned subsidiary of the Company. In this transaction, ESL was
terminated and RLS became the surviving company. The Company paid $1,353,849
cash plus transfer of 709,220 shares of Company's common stock, valued at then
market price of approximately $1.41 per share, for a total share value of
$1,000,000 as the purchase price of the net assets of ESL. That total purchase
price of $2,353,849 was allocated to the assets based on their fair market value
and amortized on a straight line basis over their useful lives.
NOTE 4 -- INVESTMENTS
Investments represent Company's ownership of less than a 20% interest in
private companies, and are carried at cost.
NOTE 5 -- DEFERRED DEBT COST
This represents the financing cost of securing working capital for the
Company and is amortized as interest expenses over the life of the loan.
4
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<PAGE>
BEACHPORT ENTERTAINMENT CORPORATION
NOTES TO FINANCIAL STATEMENT -- (CONTINUED)
NOTE 6 -- GOODWILL
Goodwill represents the excess purchase price over the fair market value
the Company has paid in acquiring the net assets of RLS. This amount will be
amortized over a 40 year period in equal fixed amounts.
NOTE 7 -- NOTES PAYABLE
In June 1997, the Company completed a short-term debt placement with a face
value of $5,011,434 less note discounts of $283,669 and debt issue cost of
$435,291 for net cash proceeds of $4,292,473.
These notes carry an interest rate of 12% with a maturity date of December
1997, and are renewable for 2 three months extensions at the option of the
Company.
In connection with this debt issuance, the Company issued one warrant to
purchase one share of Company common stock at $1.375 per share for each $4.82 in
notes payable, or 1,040,109 warrants issued to debtholders, plus 81,950 warrants
issued to the placement agents. With Company stock selling at an average market
price of $2 per share, these warrants are valued at $.625 each, or $701,406
accounted for as note discounts and a related increase in paid-in-capital. In
addition, these warrants will change in both total quantity issued (by
increasing) and exercise price (by decreasing) if the Company fails to achieve
net income of $4 million during the 12 months ended June 30, 1998. These
warrants are exercisable anytime during the next 5 years. Such discounts,
totaling $930,352 are accounted for as interest expense, and are charged to
operation over the six month life of the notes.
NOTE 8 -- INCOME TAXES
Income taxes are accounted for under Statement of Financial Standards
(SFAS) No. 109 'Accounting for Income Taxes.' As of December 31, 1996, the
Company had unused net operating loss carry forwards of approximately
$4,700,000, which expire in 2010. Under Internal Revenue Code Section 382, use
of these net operating losses is limited whenever Company stock ownership
turnover, as defined, exceeds 50% in any 36-month period. During 1995, such a
turnover occurred and the use of about $1 million of such losses is limited to
approximately $370,000 per year.
NOTE 9 -- COMMON STOCK OPTIONS AND WARRANTS
As of October 31, 1997 the company has issued a total of 6,841,419 options
and warrants to various entities at exercise price ranging from $.05 to $10.00
per share, and summarized as follows:
5
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<PAGE>
BEACHPORT ENTERTAINMENT CORPORATION
NOTES TO FINANCIAL STATEMENT -- (CONTINUED)
<TABLE>
<CAPTION>
NUMBER OPTION PRICE
OF SHARES (RANGE PER SHARE)
--------- ------------------
<S> <C> <C>
Outstanding at January 1, 1995.......................................... 200,000 $ .05 -- $10.00
Granted................................................................. 265,000 $ .10 -- $ 2.31
---------
Outstanding at January 1, 1996.......................................... 465,000
Granted................................................................. 4,792,160 $0.25 -- $ 1.37
Canceled................................................................ (80,000)
---------
Outstanding at December 31, 1996........................................ 5,177,160
Granted................................................................. 1,664,259 $0.25 -- $ 1.81
---------
Outstanding at October 31, 1997......................................... 6,841,419 $0.05 -- $10.00
---------
---------
Exercisable at October 31, 1997......................................... 1,510,000 $0.05 -- $ 0.63
5,021,419 $0.93 -- $ 2.50
110,000 $5.00 -- $10.00
---------
6,641,419
</TABLE>
In accordance with the disclosure requirements of SFAS 123, stock
compensation is valued for income statement expenses purposes using the
intrinsic value method, whereby the related expense is the excess of the current
stock trading price over the option granted using the Black-Scholes option
pricing mathematical model exceeds the values recorded using the intrinsic value
method by $5,700,000 or $.84 per share.
NOTE 10 -- SETTLEMENT OF MAJOR LITIGATION
In July 1997, the company won a lawsuit it had filed against its previous
investment banker. The settlement on that, amounted to $1,300,297 plus $75,861
in other assets.
As per the agreement, 486,500 shares of Company's common stock was issued
to the defendant for a value of $972,972, the balance of $403,186 was recorded
as other income for the period.
6
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<PAGE>
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Certain statements and data contained in this Management's Discussion and
Analysis of Financial Condition and Results of Operations constitute forward
looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Such statements may include, but are not limited to, plans
for future operations, financing needs or plans, and plans relating to products
or services of the Company, as well as assumptions relating to the foregoing.
Forward looking statements are inherently subject to risks and uncertainties,
some of which cannot be predicted or quantified. Future events and actual
results could differ materially from those set forth in, contemplated by, or
underlying the forward looking statements.
GENERAL
The Company was incorporated under the laws of the state of Utah on
November 18, 1985, originally under the name Mace, Inc. Effective April 14, 1994
and pursuant to the Reorganization Agreement, the Company acquired all of the
issued and outstanding shares of common and preferred stock of Beachport
Entertainment Corporation, a Texas corporation ('Beachport Texas'), in exchange
for shares of common and preferred stock of the Company. Beachport Texas became
a wholly-owned subsidiary of the Company. On April 14, 1994, the Company changed
its name to Beachport Entertainment Corporation.
The Company is engaged in the entertainment business and derives
substantially all of its revenue from production fees earned in connection with
Company originated productions; production fees earned in connection with
productions on behalf of others and distribution fees from the exploitation of
its own products as well as products acquired from others.
The Company's operating strategy is to (i) expand the activities of On Ice,
RLS and BEC Motor Sports by developing additional domestic and international
touring shows in 1998 and developing additional television and video
programming; (ii) expand the merchandising and licensing activities for its ice,
equestrian and motor sports shows; (iii) identify and develop brand name
programming such as Nutcracker On Ice that translates into touring shows,
television projects and other entertainment projects; (iv) build a library of
owned family entertainment content; (v) obtain sponsors and promotional partners
for its ice shows, equestrian and motor sports events; (vi) increase attendance
for the equestrian events through new advertising programs, group sales
promotions and aggressive ticket pricing; and (vii) implement strategic
acquisitions of, or enter into joint venture agreements with other companies.
The Company regularly evaluates acquisition and joint venture possibilities.
Except as otherwise described in this filing, there are no present arrangements
or understandings with respect to any potential acquisitions or joint ventures.
RESULTS OF OPERATIONS
BEACHPORT ENTERTAINMENT CORPORATION
The following sets forth, in tabular form, a comparison of the results of
operations for the three months ended September 30, 1997 and 1996.
<TABLE>
<CAPTION>
THREE MONTHS
ENDED SEPTEMBER 30,
---------------------
1997 1996
----- ------
<S> <C> <C>
Revenues....................................................................... 100% 100%
Other income................................................................... 30.3% 0%
Cost of performances........................................................... 72.5% 138.8%
Selling, general and administrative expense.................................... 74.2% 610.9%
Depreciation and amortization.................................................. 6.2% 20.0%
Interest expense............................................................... 10.7% 79.6%
Net profit (loss).............................................................. (33.3%) (749.3%)
</TABLE>
7
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<PAGE>
THREE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
Revenues. Revenues increased $1,227,459 to $1,347,077 for the three months
ended September 30, 1997 as compared to $119,618 for the three months ended
September 30, 1996. The increase was primarily due to its acquisition of the
Royal Lipizzaner Stallions, Inc. on August 4, 1997.
Cost of Performances. Cost of Performances increased $810,103 to $976,170
for the three months ended September 30, 1997 as compared to $166,067 for the
three months ended September 30, 1996. This increase was due to the acquisition
of the Royal Lipizzaner Stallions, Inc. on August 4, 1997.
Selling, General and Administrative Expenses. Selling, general and
administrative costs increased by $268,990 to $999,735 for the three months
ended September 30, 1997 as compared to $730,745 for the three months ended
September 30, 1996. The increase was attributable to the acquisition of Royal
Lipizzaner Stallions on August 4, 1997.
Other Income. The Other Income increased by $407,884 for the three months
ended September 30, 1997 as compared to $0 for the three months ended September
30, 1996. The increase was due to the J.B. Oxford legal settlement (See Notes to
Financial Statements -- Note 10).
Net Loss. The net loss of the Company was $(447,929) for the three months
ended September 30, 1997 or $(.05) per share as compared to a net loss of
$(896,289) or ($0.13) per share for the three months ended September 30, 1996.
The acquisition of the Royal Lipizzaner Stallions on August 4, 1997, led to the
increase in revenue and a corresponding increase in operating expenses. This
acquisition along with the other income from the litigation settlement led to
the decrease in net loss in 1997.
LIQUIDITY AND CAPITAL RESOURCE
The entertainment industry is highly capital intensive. At September 30,
1997, the Company had approximately $631,431 in cash and cash equivalents,
$49,214 in accounts receivable and working capital deficiency of approximately
$(4,474,494). Historically, the Company has financed its working capital
requirements by equity and debt financings.
In the first half of 1996, in order to finance the acquisition of On Ice,
the Company in off shore transactions borrowed $939,550 and sold 285,800 shares
of its common stock. The promissory notes bear interest at the rate of 12.0% per
annum were due upon the earlier of February 28, 1997, as extended from December
31, 1996 or the closing of a public offering.
In the third quarter of 1996 the Company raised gross proceeds of $900,000.
The Company issued its 12% promissory notes due upon the earlier of December 31,
1996 or the closing of a public offering and 450,000 warrants to purchase shares
of common stock exercisable at $1.50 per share. These notes were extended and
paid off in conjunction with the June 1997 private fund raising. The proceeds
were used to fund the Company's portion of its China Tour of Cinderella On Ice
with CITIC, a Hong Kong based International Conglomerate, pay startup expenses
relating to the 1996 Nutcracker On Ice tours, and provide working capital for
the expansion of its live entertainment product for 1997.
In August 1996, ESL entered into an agreement with Barnett Bank NA to open
a $50,000 operating line of credit for ESL. In September 1996, ESL drew down on
the line of credit for $35,000 and repaid the advance in October 1996.
Subsequently, later in October 1996, ESL started drawing down on the line of
credit and the balance as of September 30, 1997 is $48,500.
During December 1996 ESL borrowed $74,319 form its profit sharing account.
The current balance of the outstanding loan is $71,353 as of September 30, 1997.
In June 1997, the Company completed a private placement to 79 'accredited
investors' of 37.25 Units of its 12% Senior Secured Original Issue Discount
Promissory Notes ('Senior Notes') in the face amount of $106,000 per Unit and
Warrants to purchase 22,000 shares of common stock per unit and 10.03 Units of
12% Junior Original Issue Discount Promissory Notes ('Junior Notes') in the face
amount of $106,000 per Unit and Warrants to purchase 22,000 shares of Common
Stock per Unit. The aggregate dollar amount to Senior Notes and Junior Notes
sold in the offering was $3,725,000 and $1,002,765 respectively. The offering
was made pursuant to Rule 506 of Regulation D.
In spite of the working capital deficit the Company anticipates that its
working capital, cash flow from operations and revenues from operations will be
adequate to fund the Company's currently
8
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proposed activities for at least the next 12 months. However, without the
exercise of the Company's outstanding warrants and options additional financing
may be needed after this 12 month period. The Company anticipates using
financing vehicles such as bank debt, leasing, and other sources of funding,
such as additional equity offerings, to fund its operations. There can be no
assurance that the Company will be successful in obtaining funds from any such
resources. If additional funds are raised by issuing equity securities, further
dilution to the Company's stockholders may result. If additional funds are not
available, the Company may be required to alter its expansion plans.
ITEM 3 -- DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4 -- SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 5 -- OTHER INFORMATION.
None.
ITEM 6 -- EXHIBITS AND REPORTS ON FORM 8K.
None.
9
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<PAGE>
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.
BEACHPORT ENTERTAINMENT CORPORATION
.....................................
(REGISTRANT)
<TABLE>
<S> <C>
December 31, 1997 ANDREW I. WEERARATNE
................................... .........................................................
ANDREW I. WEERARATNE,
CONTROLLER
December 31, 1997 ROBERT L. BARLAND
................................... .........................................................
ROBERT L. BARLAND,
CHIEF FINANCIAL OFFICER
</TABLE>
10
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JUL-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 631,431
<SECURITIES> 39,375
<RECEIVABLES> 49,213
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,321,671
<PP&E> 2,963,148
<DEPRECIATION> 83,054
<TOTAL-ASSETS> 5,455,640
<CURRENT-LIABILITIES> 5,796,165
<BONDS> 0
<COMMON> 21,126
0
6
<OTHER-SE> 6,988,798
<TOTAL-LIABILITY-AND-EQUITY> 5,455,640
<SALES> 1,347,077
<TOTAL-REVENUES> 1,347,077
<CGS> 976,170
<TOTAL-COSTS> 976,170
<OTHER-EXPENSES> 1,082,789
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 143,931
<INCOME-PRETAX> (447,929)
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,347,077
<DISCONTINUED> 407,884
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (447,929)
<EPS-PRIMARY> (.049)
<EPS-DILUTED> (.025)
</TABLE>
