SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[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
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____________ to _____________.
Commission File No. 0-21051
CAPITAL MEDIA GROUP LIMITED
-------------------------------------------------------------------------
(exact name of small business issuer in its charter)
Nevada 87-0453100
- ------------------------------- ---------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2 rue du Nouveau Bercy.
94220, Charenton, France
- ---------------------------------------- ---------------------------------
(Address of principal executive offices) (Zip 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 preceding 12 months
(or for such shorter periods 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 ___
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 40,094,139
SHARES OF COMMON STOCK AT AUGUST 15, 1999 (EXCLUDING 1,667,916 SHARES
OWNED AT THAT DATE BY THE COMPANY'S 81.6% OWNED SUBSIDIARY, UNIMEDIA, S.A.)
Transitional Small Business Disclosure Format. YES ____ NO X
<PAGE>
PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Unaudited financial statements for the quarter covered by this report are
attached hereto in accordance with item 310(b) of Regulation S-B.
INDEX TO FINANCIAL STATEMENTS
Unaudited Consolidated Balance Sheet at June 30, 1999
and December 31, 1998..................................................3
Unaudited Consolidated Statement of Operations for
the three and six months ended June 30, 1999 and 1998 (restated).......4
Unaudited Consolidated Statement of Stockholders' Equity for
the six months ended June 30, 1999.....................................5
Unaudited Consolidated Statement of Cash Flows for the six
months ended June 30, 1999 and 1998 (restated).........................6
Notes to Unaudited Consolidated Financial Statements........................7
2
<PAGE>
CAPITAL MEDIA GROUP LIMITED
UNAUDITED CONSOLIDATED BALANCE SHEET
JUNE 30, 1999
<TABLE>
<CAPTION>
JUNE 30,
1999 DECEMBER 31,
(UNAUDITED) 1998
NOTE $ $
<S> <C> <C> <C>
ASSETS
Cash and cash equivalents 3 62,164 583,320
Accounts receivable, within one year, net of allowances
for doubtful accounts of $74,334 (December 31, 1998 - $77,579) 4 1,397,931 1,801,892
Inventories 39,963 93,938
Amounts due from shareholder 5-17 313,691 313,691
Prepaid expenses and deposits 156,256 40,003
-------------- ----------------
TOTAL CURRENT ASSETS 1,970,005 2,832,844
Investments 6,422 4,153
Equity in affiliate companies 154,155 117,000
Intangible assets, net of accumulated amortization of
$3,373,276 (December 31, 1998-$3,076,882) 6 2,534,500 2,858,412
Property, plant and equipment, net 7 1,253,528 796,233
-------------- ----------------
TOTAL ASSETS 5,918,610 6,608,642
============== ================
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable 3,391,518 3,786,764
Accrued expenses 4,105,168 4,630,380
Related parties loans repayable within one year 8-17 19,742,118 14,337,442
Other loans repayable within one year 8 419,000 190,000
Net liabilities for discontinued operation 9 537,287 496,228
-------------- ----------------
TOTAL LIABILITIES 28,195,091 23,440,814
COMMITMENTS AND CONTINGENCIES 10-16 - -
MINORITY INTEREST IN SUBSIDIARIES 402,477 404,209
-------------- ----------------
28,597,568 23,845,023
-------------- ----------------
STOCKHOLDERS' EQUITY
Preferred stock - 5,000,000 shares authorized:
$0.001 par value: no shares issued and outstanding - -
Common stock - 50,000,000 shares authorized:
$0.001 par value 40,094,139 (December 31, 1998 -
40,094,139) issued and outstanding 40,090 40,090
Additional paid in capital 31,155,909 31,155,909
1,667,916 shares held by subsidiary (December 31,
1998 - 1,667,916) at cost (950,712) (950,712)
-------------- ----------------
30,245,287 30,245,287
Cumulative translation adjustment 5,118,879 756,406
Accumulated deficit (58,043,124) (48,238,074)
-------------- ----------------
TOTAL STOCKHOLDERS' EQUITY (22,678,958) (17,236,381)
-------------- ----------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY 5,918,610 6,608,642
============== ================
</TABLE>
See notes to the consolidated financial statements.
3
<PAGE>
CAPITAL MEDIA GROUP LIMITED
UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 1999
<TABLE>
<CAPTION>
RESTATED RESTATED
3 MONTHS 3 MONTHS 6 MONTHS 6 MONTHS
ENDED ENDED ENDED ENDED JUNE 30,
JUNE 30, 1999 JUNE 30, 1998 JUNE 30, 1999 1998
(UNAUDITED) (UNAUDITED) UNAUDITED) (UNAUDITED)
NOTE $ $ $ $
<S> <C> <C> <C> <C>
Operating revenues 879,464 651,489 1,464,356 1,271,420
Operating costs:
Staff costs 508,138 757,263 1,119,663 1,589,917
Depreciation and amortization 270,814 155,844 492,469 387,537
Other operating expenses 1,901,754 2,181,652 3,514,611 4,747,191
------------- -------------- ------------ ---------------
(2,680,706) (3,094,759) (5,126,743) (6,724,645)
Operating loss (1,801,242) (2,443,270) (3,662,387) (5,453,225)
Other (expenses) (84,126) (266,548) (95,214) (365,561)
Financial (expense) income net 12 (2,671,941) 28,679 (5,982,571) (745,958)
Equity in net loss of affiliates 4,714 (50,193) (50,723) (105,210)
------------- -------------- ------------ ---------------
Loss from continuing operations before
taxation (4,552,595) (2,731,332) (9,790,895) (6,669,954)
Income tax benefit (expense) 1,861 (5,409) 1,740 5,174
------------- -------------- ------------ ---------------
(4,550,734) (2,736,741) (9,789,155) (6,664,780)
Discontinued operations (Note 9)
Loss (income) from operations of
discontinued subsidiary (14,195) (56,443) (15,895) (31,305)
------------- -------------- ------------ ---------------
Net loss before minority interest (4,564,929) (2,793,184) (9,805,050) (6,696,085)
Minority interest 2,005 (83,495) - (5,598)
------------- -------------- ------------ ---------------
Net loss (4,562,924) (2,876,679) (9,805,050) (6,701,683)
============= ============== ============ ===============
Net loss per share for continuing operations
- - basic ($0.11) ($0.07) ($0.24) ($0.17)
============= ============== ============ ===============
- - diluted ($0.11) ($0.07) ($0.24) ($0.17)
============= ============== ============ ===============
Net loss per share including discontinued
operation-basic ($0.11) ($0.07) ($0.24) ($0.17)
============= ============== ============ ===============
- - diluted ($0.11) ($0.07) ($0.24) ($0.17)
============= ============== ============ ===============
Weighted average shares - basic 40,094,139 40,094,139 40,094,139 40,094,139
============= ============== ============ ===============
Weighted average shares - diluted 40,094,139 40,094,139 40,094,139 40,094,139
============= ============== ============ ===============
</TABLE>
See notes to the consolidated financial statements.
4
<PAGE>
CAPITAL MEDIA GROUP LIMITED
UNAUDITED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 1999
<TABLE>
<CAPTION>
ADDITIONAL CUMULATIVE OTHER
SHARES HELD PAID-IN COMPREHENSIVE ACCUMULATED
COMMON STOCK BY SUBSIDIARY CAPITAL INCOME (DEFICIT) DEFICIT TOTAL
SHARES $ $ $ $ $ $
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at January 1, 1999 40,094,139 40,090 (950,712) 31,155,909 756,406 (48,238,074) (17,236,381)
Translation adjustment - - - - 4,362,473 - 4,362,473
Net loss - - - - - (9,805,050) (9,805,050)
-------------
Comprehensive loss (5,442,577)
------------- ---------- ----------- ------------ -------------- ------------- -------------
Balance at June 30, 1999 40,094,139 40,090 (950,712) 31,155,909 5,118,879 (58,043,124) (22,678,958)
============= ========== =========== ============ ============== ============= =============
</TABLE>
See notes to the consolidated financial statements.
5
<PAGE>
CAPITAL MEDIA GROUP LIMITED
UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1999
<TABLE>
<CAPTION>
RESTATED
6 MONTHS ENDED 6 MONTHS ENDED
JUNE 30, JUNE 30,
1999 1998
$ $
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss (9,805,050) (6,701,683)
Adjustment to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization 492,469 387,537
Equity in net losses of investment in joint venture 50,723 105,210
Minority interest - 5,598
Changes in assets and liabilities:
Decrease in other assets and inventories 12,032 374,887
Decrease/(Increase) in accounts receivable 403,961 (914,066)
Increase in accrued expenses and other liabilities 810,672 2,026,363
---------------- -----------------
NET CASH USED IN OPERATIONS (8,035,193) (4,716,154)
---------------- -----------------
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of plant and equipment (652,073) (436,559)
Cash proceeds from sale of investments - 1,332,040
---------------- -----------------
NET CASH (USED) IN INVESTING ACTIVITIES (652,073) 895,481
---------------- -----------------
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in short term debt 4,777,416 4,850,000
Repayment of loans (1,000,000) (335,000)
---------------- -----------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 3,777,416 4,515,000
---------------- -----------------
Effect of exchange rate changes on cash 4,388,694 192,543
---------------- -----------------
Net (decrease)/increase in cash and cash equivalents (521,156) 886,870
Cash and cash equivalents at beginning of period 583,320 332,795
---------------- -----------------
Cash at end of period 62,164 1,219,665
================ =================
SUPPLEMENTAL DATA:
Interest paid 69,442 8,749
Income tax paid 433 491
</TABLE>
See notes to the consolidated financial statements.
6
<PAGE>
CAPITAL MEDIA GROUP LIMITED
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 1999
1. SIGNIFICANT ACCOUNTING POLICIES
The consolidated financial statements are prepared in conformity with
generally accepted accounting principles in the United States of
America.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of Capital
Media Group Limited ("the Company") and its wholly owned subsidiaries,
Capital Media (UK) Limited ("CM (UK)"), and Onyx Television GmbH
("Onyx"), together with the Company's 81.6% owned subsidiary Unimedia
SA ("Unimedia") and Unimedia's wholly owned subsidiary, Pixel Limited
("Pixel"), and its 90% owned subsidiary TopCard SA ("TopCard"). All
intercompany accounts and transactions have been eliminated in
consolidation. CM (UK)'s 50% interest in Blink TV Limited ("Blink") and
Pixel's 47.5% interest in Henry Communications Limited ("Henry"), have
been accounted for using the equity method, after the elimination of
all significant intercompany balances and transactions. Tinerama
Investment AG ("Tinerama"), a 51% owned subsidiary, is treated as
discontinued operations (See Note 9).
The results of Pixel has been consolidated in the consolidated
financial statements from January 1, 1998, being the date of
acquisition.
INTERIM ADJUSTMENTS
The consolidated financial statements as of, and for the periods ended,
June 30, 1999 and June 30, 1998 are unaudited. The interim financial
statements reflect all adjustments (consisting only of normal recurring
accruals) which are, in the opinion of management, necessary for a fair
statement of the results for the interim periods presented. The results
of operations for the interim periods should not be considered
indicative of results expected for the full year.
INVENTORIES
Inventories are stated at the lower of first-in, first-out cost or
market value. Inventories include both raw materials and finished
goods.
INTANGIBLE ASSETS
Intangible assets represent purchased broadcast licences, computer
software and goodwill arising on acquisition of subsidiary
undertakings. The amounts in the balance sheet are stated net of the
related accumulated amortization. Computer software are amortized in
the year of their acquisition. Broadcast licenses and goodwill are
amortized on a straight-line basis over a period not exceeding six
years. The Company evaluates the possible impairment of long-lived
assets, including intangible assets, whenever events or circumstances
indicate that the carrying value of the assets may not be recoverable,
by comparing the undiscounted future cash flows from such assets with
the carrying value of the assets. An impairment loss would be computed
based upon the amount by which the carrying amount of the assets
exceeds its fair value at any evaluation date.
7
<PAGE>
CAPITAL MEDIA GROUP LIMITED
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 1999
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are all stated at cost. Depreciation is
recorded on a straight-line basis over the estimated useful lives of
the assets as shown below:
Fixtures, fittings and equipment 5 to 20 years
FOREIGN CURRENCY
Assets and liabilities of the Company's foreign subsidiaries are
translated at year-end exchange rates. Income statement items are
translated at the average rate for the period. The effects of these
translation adjustments are reported in a separate component of
stockholders' equity. Exchange gains and losses arising from
transactions denominated in a currency other than the functional
currency of the entity involved are included in net income.
Due to the hyper-inflationary situation in Romania, assets and
liabilities of the Company's foreign subsidiary in Romania are
translated at historical exchange rates in accordance with Statement of
Financial Accounting Standards No. 52.
INCOME TAXES
Full provision is made for all deferred tax liabilities. Deferred
income tax assets are recognized for deductible temporary differences
and net operating losses, reduced by a valuation allowance if it is
more likely than not that some portion of the benefit will not be
realized.
LEASE
Operating leases are charged to expense, on a straight - line basis,
over the term of the lease.
REVENUE RECOGNITION
Sales are recognized when products, services and fees are delivered and
when advertisements are broadcast and thereby invoiced to the customer.
Intercompany charges are eliminated on consolidation and not included
in revenues.
RESEARCH AND DEVELOPMENT COSTS
Research and development costs are charged to expense as incurred.
EARNINGS PER SHARE
Basic income per share is calculated on the basis of weighted average
outstanding shares. Diluted income per share is computed on the basis
of weighted average outstanding common shares, plus potential common
shares assuming exercised stock options and conversion of outstanding
convertible securities where issued.
8
<PAGE>
CAPITAL MEDIA GROUP LIMITED
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 1999
FAIR VALUE OF FINANCIAL INSTRUMENTS
The fair value of certain financial instruments, including cash,
receivables, accounts payable, and other accrued liabilities,
approximate the amount recorded in the balance sheet because of the
relatively short-term maturities of these financial instruments. The
fair value of bank, insurance company and other long-term financing at
December 31, 1998 and June 30, 1999 approximate the amounts recorded in
the balance sheet based on information available to the Company with
respect to current interest rates and terms for similar debt
instruments.
RECLASSIFICATIONS AND RESTATEMENT
Certain reclassifications have been made to the June 1998 balances to
conform to the 1998 year end presentation.
USE OF ESTIMATES
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 period. Actual results could differ
from those estimates.
2. GOING CONCERN
The accompanying financial statements have been prepared on the going
concern basis, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. As shown
in the financial statements, during the period ended June 30, 1999 and
the year ended December 31, 1998, the Company incurred net losses of
$9,805,050, and $10,767,547, respectively. At June 30, 1999, the
Company had net current liabilities of $25,687,799 and its total
liabilities exceeded its total assets by $22,678,958. These factors
among others may indicate that the Company will be unable to continue
as a going concern for a reasonable period of time.
The financial statements do not include any adjustments relating to the
recoverability and classification of the recorded asset amount or the
amounts and classification of liabilities that might be necessary
should the Company be unable to continue as a going concern. As
described in Note 16, the Company's continuation as a going concern is
dependent upon its ability to obtain additional financing as may be
required, and ultimately to attain successful operations. Management
has previously reported that it intends to propose at its forthcoming
stockholders' meeting a resolution to increase the authorized capital
of the Company and a further resolution to ratify the conversion of
certain loans received and interest accrued into equity of the Company.
Management also reported in March 1999 that it had entered into a
further agreement to provide funding so that the Company can meet its
obligations and sustain operations from sources as described in Note
16.
3. CASH AND CASH EQUIVALENTS
Cash and cash equivalents at June 30, 1999 includes a bank deposit
balance of Nil (December 31, 1998 - $520,164).
9
<PAGE>
CAPITAL MEDIA GROUP LIMITED
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 1999
4. ACCOUNTS RECEIVABLE
JUNE 30, DECEMBER 31,
1999 1998
Accounts receivable comprise: $ $
Trade receivables 526,750 899,352
Taxation receivables 27,119 19,761
Other debtors receivable 844,062 882,779
------------ --------------
1,397,931 1,801,892
============ ==============
5. AMOUNT DUE FROM SHAREHOLDER
In December 1995, the Company issued 261,410 shares at $1.20 each to a
shareholder (Latitude Investments, Ltd.) in exchange for the
shareholder guaranteeing the establishment of a contract with PTT
Telecom. This resulted in the shareholder receiving shares for no
payment. As part of an overall settlement agreement with Instar,
Universal and Latitude (See Note 17), subsequent to June 30, 1999 this
amount has been forgiven.
6. INTANGIBLE ASSETS
JUNE 30, DECEMBER 31,
1999 1998
$ $
Purchased broadcast licenses 236,445 249,570
Computer software 577,165 591,560
Goodwill 5,094,165 5,094,165
------------- --------------
5,907,775 5,935,295
Less accumulated amortization (3,373,275) (3,076,883)
------------- --------------
2,534,500 2,858,412
============= ==============
Goodwill net of amortization is as follows:
JUNE 30, DECEMBER 31,
1999 1998
$ $
Tinerama 0 0
Unimedia 1,915,913 2,138,468
TopCard 496,194 558,819
Pixel 66,476 78,986
------------- --------------
2,478,583 2,776,273
============= ==============
10
<PAGE>
CAPITAL MEDIA GROUP LIMITED
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 1999
7. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consists of: JUNE 30, DECEMBER 31,
1999 1998
$ $
Fixtures, fittings and equipment 3,577,830 3,211,962
Less accumulated depreciation (2,324,302) (2,415,729)
------------- --------------
1,253,528 796,233
============= ==============
8. LOANS REPAYABLE WITHIN ONE YEAR
JUNE 30, DECEMBER 31,
1999 1998
$ $
Instar Holding Ltd. 2,000,000 2,000,000
MMP, SA 7,518,416 3,120,000
Superstar Investments Ltd. 6,800,000 6,650,000
Fontal Ltd. - 200,000
Oradea 100,000 500,000
Roland Pardo 100,000 500,000
Interest and penalty interest accrued 3,223,702 1,367,442
------------- ---------------
Related party loans 19,742,118 14,337,442
Sundry loans 419,000 190,000
------------- ---------------
20,161,118 14,527,442
============= ===============
The terms of the loans are:
The terms of the Instar, MMP (a fully owned subsidiary of Groupe AB)
and Superstar loans are detailed in Notes 15 and 16. See also Note 17
for a description of the terms of the settlement of the Instar Loan.
The Fontal loan was received on December 30, 1997 and carried an
interest rate of 15% per annum. The Fontal loan was repaid on May 25,
1999. See Note 14.
The Oradea loan was made to Unimedia in 1996 and carries an interest
rate of 2% above three month Eurodollar Libor rate and was repayable on
April 18, 1998. See Note 14.
The Roland Pardo loan was made to Unimedia in 1996 and carries an
interest rate of 2% above three month Eurodollar Libor rate and was
repayable on July 29, 1998. See Note 14.
11
<PAGE>
CAPITAL MEDIA GROUP LIMITED
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 1999
The sundry loans are in respect of three proposed subscriptions for
4,190,000 shares of common stock at $0.10 per share.
9. DISCONTINUED OPERATIONS
During 1998, the Company approved a decision to sell its interests in
the Romanian company, Tinerama. Discussions with a potential buyer are
in progress and the transaction is expected to be concluded during
1999. The results of the Tinerama business have been reported
separately as discontinued operations. Prior year consolidated
financial statements have been restated to present the Tinerama
business as discontinued. The components of the net liabilities of the
discontinued operations included in the consolidated balance sheets are
as follows:
JUNE 30, DECEMBER 31,
1999 1998
$ $
Current assets 117,194 152,744
Less current liabilities (725,576) (702,903)
------------- --------------
Net current liabilities (608,382) (550,159)
Minority interests (380,968) (460,559)
Net property, plant and equipment 452,063 514,490
------------- --------------
Net liabilities (537,287) (496,228)
============= ==============
10. COMMITMENTS AND CONTINGENCIES
LEASE COMMITMENTS
In March 1998, the Company entered into a monthly agreement to lease
offices, as well as the use of studio, post production and editing
facilities in Dortmund, Germany as required. Under the terms of the
office agreement the Company is committed to paying DM 150,000 ($79,000
at June 30, 1999 exchange rates) per annum.
The Company has also entered into leases for office space in France,
expiring between 1999 and 2002, at an annualized cost of $95,000 (at
June 30, 1999 exchange rates).
The total rental expense in 1999 and 1998, including transponders and
lease commitments as above, are $2,648,500 and $4,423,000,
respectively.
Under the terms of a two year service agreement which commenced October
1, 1998, broadcasting facilities for Onyx, comprising of the uplink,
master control, and satellite transponder broadcasting and cable
transmission costs are provided by Group AB at an annual costs of
$3,120,000 (see Notes 15 and 16).
12
<PAGE>
CAPITAL MEDIA GROUP LIMITED
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 1999
Minimum lease payments under operating leases as of June 30, 1999 are
as follows:
Years ending December 31, $
1999 2,648,500
2000 2,044,000
2001 170,000
2002 170,000
2003 and thereafter 295,000
-------------
$5,327,500
=============
The Company is committed to pay to its officers under employment
agreements an aggregate of $650,000 during the year ended December 31,
1999.
RETIREMENT INDEMNITIES AND PENSION PLANS
Retired employees benefit from State or Government sponsored pension
schemes. Contributions by employers to these sponsored schemes are
expensed as incurred. There are no specific supplemental pension plans
operated by the Company or any subsidiary. There is no liability
arising from retirement indemnity.
11. RESEARCH AND DEVELOPMENT COSTS
TopCard is involved in the development of specific applications based
upon smart card technology including remote security Internet access
and infra-red contactless smart card technology.
JUNE 30, JUNE 30,
1999 1998
$ $
Research and development costs 111,402 139,647
=========== ===========
12. FINANCIAL EXPENSE (INCOME) NET
6 MONTHS 6 MONTHS
ENDED ENDED
JUNE 30, JUNE 30,
1999 1998
$ $
Interest expense 2,060,284 620,528
Foreign currency exchange loss 3,922,287 125,430
------------- ------------
5,982,571 745,958
============= ============
13
<PAGE>
CAPITAL MEDIA GROUP LIMITED
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 1999
The foreign currency exchange loss in 1999 and in 1998 arose primarily
from the exchange differences arising in the intercompany loan between
CM(UK) and Onyx recorded in pounds sterling and German Marks,
respectively.
13. INCOME TAXES
Net operating loss carry forwards which give rise to deferred tax
assets at June 30, 1999 are as follows:
6 MONTHS 6 MONTHS
ENDED ENDED
JUNE 30, JUNE 30,
1999 1998
$ $
Deferred tax asset on unrealized tax losses 19,460,000 4,180,000
Timing differences 240,000 -
------------- -------------
Valuation allowances (19,700,000) (4,180,000)
------------- -------------
Total deferred tax assets - -
============= =============
The Company has significant deferred tax assets (approximately $18.0
million) corresponding to tax losses arising primarily from the
operating losses incurred by Onyx in Germany. These tax losses are
available to be carried forward indefinitely to be set off against
future profits in Germany. However, at the end of 1998, the management
forecast that the Company will not be profitable in 1999 and therefore
no credit for income tax was recorded. The Company will continue to
review its tax valuation allowance in future periods.
14. LITIGATION
In June 1997, a former managing director of Onyx whose employment was
terminated brought suit in Germany for alleged wrongful early
termination of his employment. The suit sought damages of DM750,000
($395,000). Onyx maintained that the action taken was lawful and in
July 1998, the court ruled in favor of Onyx. The plaintiff has the
right to appeal and Onyx believes that it has valid defenses to this
claim. However, there can be no assurance as to the outcome of this
matter.
In May 1998, TV Strategies, a US Dallas based television services
company, obtained a default judgment against Onyx for DM300,000
($158,000), plus interest, relating to services which TV Strategies
alleges that they provided to Onyx. In March 1999, the default judgment
was set aside by the Texas appeals court. The Company is now vigorously
defending this claim and believes that it has meritorious defenses to
the suit. However, there can be no assurance as to the outcome of the
matter.
In July 1998, the Company was sued in the U.S. District Court for the
District of Nevada by Fontal Limited ("Fontal") for breach of a
promissory note. See Note 8 for a description of the Fontal note. The
Company had
14
<PAGE>
CAPITAL MEDIA GROUP LIMITED
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 1999
pledged the rights to trademarks for the international Onyx name
outside of Germany , Switzerland and Austria to Fontal to secure
repayment of this note. On May 25, 1999, this matter was settled for
$327,500. See Note 8.
Unimedia has three minority shareholders (Oradea, Roland Pardo and
Fontal (see Note 8)) who have previously advised Unimedia that they do
not believe that the reorganization of Unimedia with the Company was in
the best interest of Unimedia and its stockholders. These stockholders
have brought numerous legal actions against Unimedia and/or its
management (which is also now, in part, the senior executive management
of the Company) contending that the past and future activities of
Unimedia are not in the best interest of Unimedia's stockholders and
were not being engaged in for the benefit of Unimedia and its
stockholders. To date, such suits have not been successful. In
addition, the French Courts have to date rejected all requests to
appoint experts in judgment to review Unimedia's management's actions.
Oradea and Pardo have also taken action through the courts in France
and Israel to safeguard their potential rights over certain assets of
Unimedia in order to secure repayment of their unsecured loans due from
Unimedia (see Note 8). In connection with such actions and based upon
the fact that the notes do not by their terms reflect a repayment date,
in February 1999 the French court ruled that repayment of the loans be
made by a number of installments starting March 1999 until September
1999 and set a lower rate of interest to accrue. Unimedia has complied
with the ruling and has repaid the loans in full. Unimedia has also
been considering preparing actions against the principal of Oradea and
against Pardo for damages which it believes have been inappropriately
caused by reason of the actions taken by them against Unimedia and its
management.
Charles Koppel, the former chairman and CEO of the Company claimed
constructive dismissal following the Board's selection of a new
President and CEO for the Company in August 1997. In March 1998, the
Company resolved its dispute with Mr. Koppel in regard to his claim for
wrongful dismissal and paid Mr. Koppel (pound)60,000 ($96,000) to
resolve outstanding claims under his service contract with the Company.
In August 1998, Onyx sued Charles Koppel in Germany. The suit alleges
that certain of Mr. Koppel's actions as the managing director of Onyx
were improperly performed and seeks damages in an unspecified amount.
The Company and Charles Koppel have exchanged mutual general releases
in connection with the Instar Settlement (See Note 17) and all of the
suits between the Company and Charles Koppel are being dismissed with
prejudice.
15. CAPITAL STRUCTURE
The Company has the following issued and vested warrants to purchase
common stock outstanding at June 30, 1999 and December 31, 1998:
15
<PAGE>
CAPITAL MEDIA GROUP LIMITED
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 1999
JUNE 30, DECEMBER
DESCRIPTION 1999 31, 1998
Warrants for common stock
exercisable at $4.00 5,200,000 5,200,000
Warrants for common stock
exercisable at $3.125 433,328 433,328
Warrants for common stock
exercisable at $2.50 1,100,000 1,100,000
----------------------------
6,733,328 6,733,328
============================
All outstanding warrants expire 36 months from the date of the
effective registration of their underlying shares. The warrants were
issued in connection with a Private Placement Offering ("the Offering")
which took place in December 1995 and January 1996. Warrants to
purchase 4,200,000 and 1,000,000 shares of common stock at exercise
prices of $4.00 and $2.50 per share, respectively, were issued to
investors in the Offering; warrants to purchase 1,000,000 and 433,328
shares of common stock at exercise prices of $4.00 and $3.125 per
share, respectively, were issued to the placement agent and
sub-distributors for the Offering; and warrants to purchase 1,600,000
and 1,200,000 shares of common stock at exercise prices of $3.125 and
$2.50 respectively were issued to certain of the founding shareholders
(which warrants expired on December 31, 1998). In September 1996,
10,000 shares and warrants to purchase an additional 100,000 shares at
an exercise price of $2.50 per share were issued to a director for
consulting services.
Additionally, the Company is obliged to issue warrants to former
Unimedia shareholders under the terms of a share exchange agreement
signed in 1997, as follows:
JUNE 30, DECEMBER
DESCRIPTION 1999 31, 1998
Warrants for common stock
exercisable at $4.00 1,139,144 1,139,144
Warrants for common stock
exercisable at $3.125 77,871 77,871
Warrants for common stock
exercisable at $2.50 197,675 197,675
----------------------------
1,414,690 1,414,690
============================
Subject to compliance with applicable U.S. securities laws and the
approval of an increase in the Company's authorized Common Stock to
allow for such action, the Company intends in the future to offer its
warrant holders the right, for a period of not less than 61 days, to
exercise their warrants and receive two shares of Common Stock at an
exercise price of $0.30 per share. If the holders of the outstanding
warrants do not exercise this right, the warrants will remain
outstanding on their original terms until their expiration date. This
16
<PAGE>
CAPITAL MEDIA GROUP LIMITED
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 1999
right will be given to the Company's warrant holders in order to allow
the Company's warrant holders to acquire additional Company securities
at a lower price and to raise additional capital for the Company's
operation.
The Company has offered one of its warrant holder, Auric Investments
Limited ("Auric"), the right to subscribe to purchase 1,566,156 shares
of Common Stock on the basis of two shares for each of the 783,078
warrants which they hold, but at an exercise price of $0.20 per share.
Auric was granted this lower price due to the assistance which they
provided to the Company in 1998 in helping the Company to re-obtain a
quotation on the Bulletin Board maintained by the NASD.
COMMON STOCK PURCHASE OPTIONS
<TABLE>
<CAPTION>
OUTSTANDING OUTSTANDING
AT AT
JUNE 30, DECEMBER
DESCRIPTION 1999 GRANTED 31, 1998
<S> <C> <C> <C>
Executive officers options exercisable @ $0.57 375,000 375,000
of which vested 225,000 225,000
Officers options exercisable @ $2.50 300,000 300,000
of which vested 300,000 200,000
Executive officers options exercisable @ $0.35 4,000,000 4,000,000
of which vested 1,599,998 800,000
Non-employee directors options exercisable @ $0.35 500,000 500,000
of which vested 500,000 500,000
Options to Diamond Production exercisable @ $0.10 16,000,000 16,000,000
----------------------------------------------
Total exercisable 21,175,000 - 21,175,000
==============================================
</TABLE>
On August 1, 1997, the Company entered into three year employment
agreements with the executive officers providing for them to receive in
addition to other compensation, options to purchase 200,000 and 175,000
shares of common stock at an exercise price of $0.57 per share, the
price at which transactions were effected at that time. The options
vested 2/5 upon the effective date of the agreements and will vest 1/5
on each of the first, second and third anniversaries, respectively, of
the agreements. These options expire 36 months from the date of their
effective registration.
The Chief Financial Officer as part of his service agreement is
entitled to receive an option to purchase 100,000 common shares of the
Company at $2.50, the price at which transactions were effected at the
time of each of the years 1996, 1997 and 1998. These options expire 36
months from the date of their effective registration.
On March 10, 1998, the Board of Directors granted options to four
executive officers of the Company to purchase an aggregate of 4,000,000
shares of common stock at an exercise price of $0.35 per share (the
price at which common stock was negotiated on the date of grant). On
the same date, non-employee directors were granted options to purchase
an aggregate of 500,000 shares at the same price. The options vested to
executive
17
<PAGE>
CAPITAL MEDIA GROUP LIMITED
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 1999
officers 200,000 each in 1998, with the balance over 3 years, and to
non-employee directors immediately. The options are valid for 5 years
and expire on March 10, 2003.
On December 18, 1998, the Board approved the grant of a two year
warrant to purchase an aggregate of 16,000,000 shares at an exercise
price of $0.10 per share to Diamond Productions, a company owned by two
executive directors. This grant will be considered for approval at the
forthcoming stockholders' meeting.
PRO FORMA NET LOSS AND NET LOSS PER SHARE
The Company has adopted the disclosure requirements of SFAS No. 123,
"Accounting for Stock-Based Compensation" and, as permitted under SFAS
No. 123, applies Accounting Principles Board Opinion ("APB") No. 25 and
related interpretations in accounting for its stock options. Since the
Company awarded the stock options with no discount as compared with the
market price at the time of the grants, there was no related
compensation costs for any of the years presented based on the
estimated grant date fair value as defined by FAS 123. The Company
pro-forma net loss and loss per share for the six months ended June 30,
1999 and 1998 are as follows:
JUNE 30, 1999 JUNE 30, 1998
$ $
Pro forma net loss
Basic and diluted (9,805,050) (6,701,683)
Pro forma net loss per share
Basic and diluted ($0.24) ($0.17)
CONVERTIBLE DEBT AT JUNE 30, 1999
The following derivative securities outstanding will become exercisable
if the Company's stockholders authorize an increase in additional
shares (See Note 2). Interest and penalties accrued are also
convertible into common stock.
18
<PAGE>
CAPITAL MEDIA GROUP LIMITED
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 1999
SHARES
CONVERSION ISSUABLE ON
PAYEE $ PRICE ($) CONVERSION
Superstar Ventures Ltd. 1,250,000 0.10 12,500,000
Superstar Ventures Ltd. 400,000 0.10 4,000,000
MMP SA 2,000,000 0.10 20,000,000
Superstar Ventures Ltd. 5,000,000 0.10 50,000,000
MMP SA (1) 2,680,000 0.10 26,800,000
MMP SA 2,688,416 0.10 26,884,160
Interest and penalty interest accrued 2,511,475 0.10 25,114,750
------------ ------------
16,529,891 165,298,910
============ ============
(1) The debt is part of a convertible note under which MMP will
loan $6,640,000 over two years. See Note 10 - Lease
Commitments. It is convertible into common stock at $0.10 per
share. The total shares of common stock to be issued are
66,400,000.
These loans (principal and interest) are automatically convertible into
shares of common stock once the Company holds its meeting of
stockholders and its stockholders approve the increase in the number of
authorized shares. The Company has agreed to pay a 2% penalty per month
on the outstanding principal of the loans, payable in shares of common
stock, for each month the Company fails to hold its special
stockholders meeting subsequent to November 30, 1998. The convertible
debt becomes automatically due to Superstar and MMP SA and immediately
payable (with interest plus a 20% penalty) if the Company's
stockholders do not approve an increase in the Company's authorized
shares.
BASIC EPS COMPUTATION
<TABLE>
<CAPTION>
JUNE 30, JUNE 30,
1999 1998
<S> <C> <C>
Net income of continuing operations (9,789,155) (6,670,378)
----------------- -----------------
Net loss (9,805,050) (6,701,683)
----------------- -----------------
Weighted Average number of Shares 40,094,139 40,094,139
----------------- -----------------
Basic EPS Net loss of continuing operations ($0.24) ($0.17)
----------------- -----------------
Basic EPS Net loss including discontinued operations ($0.24) ($0.17)
----------------- -----------------
</TABLE>
19
<PAGE>
CAPITAL MEDIA GROUP LIMITED
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 1999
<TABLE>
<CAPTION>
JUNE 30, JUNE 30,
DILUTED EPS COMPUTATION 1999 1998
<S> <C> <C>
Weighted average shares 40,094,139 40,094,139
Warrants (1) - -
Convertible debt 165,298,910 shares (1) - -
Board options - 2,099,998 vested in 1998 and 1999 - -
----------------- -----------------
40,094,139 40,094,139
----------------- -----------------
Diluted EPS Net loss of continuing operations ($0.24) ($0.17)
----------------- -----------------
Diluted EPS Net loss including discontinued operations ($0.24) ($0.17)
----------------- -----------------
<FN>
(1) The computation does not assume exercise of the warrants or
options since it would have an antidilutive effect on earnings
per share.
</FN>
</TABLE>
16. LIQUIDITY AND CAPITAL RESOURCES
The Company has continued to use its cash reserves to fund its
operations. The ownership, development and operation of media
interests, including the Onyx television station, requires substantial
funding. Due to the poorer than expected advertising revenues at Onyx
in its second and third years of operation, the funds raised by the
Company since commencement were expended earlier than anticipated. To
date, the Company has historically financed itself through sales of
equity securities and debt financing.
On January 13, 1997, the Company issued a Private Placement Memorandum
offering its securities to accredited investors including to all
existing shareholders. In the offering, the Company sold an aggregate
of 12,000,000 shares of Common Stock, $.001 par value per share, at a
purchase price of $0.50 per share. On March 3, 1997, the offering
closed and the aggregate net proceeds to the Company were approximately
$5,850,000 after costs.
On June 30, 1997, the Company received subscriptions for $4 million in
a Private Placement offering of its securities to certain accredited
investors. In the offering, the Company agreed to issue an aggregate of
7,017,543 shares of common stock, $.001 par value per share, at a
purchase price of $0.57 per share. On June 30, 1997, $1,500,000 of the
proceeds of the subscription was received and the balance of $2,500,000
was received on August 1, 1997.
On October 31, 1996, CM (UK) entered into an agreement to borrow up to
$2.0 million from Instar Holdings, Inc. ("Instar") to fund working
capital requirements ("the Instar Loan"). The loan was originally due
for repayment on December 31, 1996 or such earlier date as the Company
raised additional funds to repay the loan. The loan was guaranteed by
the Company and Onyx, and was secured by a charge on substantially all
of the Company's assets. Interest was payable monthly on the loan and
was until December 31, 1997 at the rate of
20
<PAGE>
CAPITAL MEDIA GROUP LIMITED
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 1999
2% above Lloyds Banks' base rate. Interest as from January 1, 1998 was
at the rate of 13% per annum. The terms of the Instar Loan were amended
in August 1997, January 1998 and July 1998.
The terms of the Instar Loan were amended in July 1998 to provide that:
(i) the repayment date was extended such to accede to a repayment
schedule plan commencing in July 1998 and terminating on
receipt of a final installment payment in late 1999; and
(ii) the loan (or any part thereof) was to be convertible, at the
option of the holder, into fully paid shares of common stock,
at a conversion rate that might be offered from time to time
by the Company to any existing or potential investor.
On October 31, 1996, CM(UK) entered into a deed of counter-indemnity
("Deed") with Universal, a BVI corporation. The Deed secured the
obligation of CM(UK) to repay Universal if Universal were called upon
to make payment on its transponder guarantee. CM(UK)'s obligations
under the Deed were guaranteed by the Company and Onyx, and were
secured by a charge on substantially all of the Company's assets.
Instar and Universal had agreed that their liens on the Company's
assets would rank pari-passu. See Note 17.
On January 9, 1998, CM(UK) borrowed an aggregate of $1,250,000 from
Superstar Ventures Limited ("Superstar"). Such loan was evidenced by
two 13% Convertible Secured Promissory Notes (the "Notes") in the
original amounts of $750,000 and $500,000, respectively. Of the
aggregate proceeds, $500,000 was used to repay a loan previously made
to CM(UK) by Unbeatable Investments Limited. The Notes bear interest at
the rate of 13% per annum and are convertible into the Company's Common
Stock on the basis of one share of Common Stock for each $0.50 of
outstanding principal and accrued interest. The Notes however, may not
be converted until the Company has held a shareholders meeting at which
its Articles of Incorporation are amended to increase sufficiently the
number of authorized shares of Common Stock of the Company.
On March 23, 1998, MMP, SA ("MMP"), a shareholder of the Company made
available a $2,000,000 Line of Credit ("MMP Line of Credit"), which
carries interest at 13% per annum. The principal and accrued interest
is repayable on December 31, 1998, or earlier if the Company's cash
flow enables repayment.
On March 25, 1998, Superstar loaned the Company an additional $400,000,
payable on the same terms as the MMP Line of Credit.
On June 16, 1998, the Company entered into two Memorandum of
Understanding Agreements ("MOU") with Groupe AB ("AB"), (which is the
parent company of MMP) and Superstar to continue to fund the Company's
operations. These new Agreements will provide up to $11.64 million in
funding, $5.4 million in the form of cash investment to be infused over
a one year period and $6.24 million through providing operating
services to the Company over a period of two years. The new funding
will initially be in the form of debt to be automatically converted
into shares of common stock at $0.10 cents per share upon and after
approval of an increase in the Company's authorized capital at the next
stockholders meeting. (See Note 15).
On March 10, 1999, the Company entered into a new $6 Million
Convertible Promissory Note Agreement with AB to provide additional
funding for the Company's operations including $690,000, which was paid
for the purchase of certain technical equipment necessary to implement
the Service Agreement, $3.1 million to be loaned in cash over the five
months to July 31, 1999; of which $2,400,000 has been received to July
2, 1999, and the balance of $2.2 million of the Note is reserved for
the agreed upon settlement of the Instar loan (See Note 17). The Note
bears interest at the rate of 10% per annum, and is automatically
converted into the
21
<PAGE>
CAPITAL MEDIA GROUP LIMITED
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 1999
Company's Common Stock on the basis of one share of Common Stock for
each $0.10 of principal and interest. As previous, the Note may not be
converted until the Company has held its stockholders' meetings at
which its Articles of Incorporation are amended to provide the
sufficient number of authorized shares of Common Stock of the Company.
In May 1999, Groupe AB and Superstar made a loan to the Company in the
aggregate amount of $300,000, the proceeds of which were used to fund
the settlement of the Fontal loan. See Note 14. The loan is due in one
year and bears interest at the rate of 10% per annum. In connection
with the loan, the Company granted the lenders a two-year warrant to
purchase 3.0 million shares of the Common Stock at an exercise price of
$0.10 per share.
17. SUBSEQUENT EVENTS
In July 1999, the Company settled the Instar Loan. Under the terms of
the settlement, the Company will pay Instar $2.2 million in full
settlement of this loan, $1.7 million of which has been paid to date.
As part of this settlement, the Company's obligations to Instar and
Universal and Instar's and Universal's charge on CM(UK)'s and the
Company's assets has been extinguished. (See Notes 8 and 16).
Additionally, the obligations of Latitude Investments Ltd. to the
Company has been deemed paid in full. (See Note 5). This transaction
will result in a net credit to income during the third quarter of 1999
of approximately $500,000.
In August 1999, Groupe AB made a loan to the Company in the aggregate
amount of $310,000, the proceeds of which were used to fund the
settlement of the outstanding amounts due to KPN Telecom. The loan is
due in one (1) year and bears interest at the rate of 10% per annum. In
connection with the loan, the Company granted the lender a one-year
warrant to purchase 3.1 million shares of the Common Stock at an
exercise price of $0.10 per share.
18. RESTATEMENT
Subsequent to the issuance of the Company's consolidated financial
statements for the year ended December 31, 1997, the Company determined
that a holding of the Company's shares held at year end by a subsidiary
company as an investment, should have been reflected as an element of
stockholders equity. The 1997 financial statements have been restated
to reflect this investment as an element of the Stockholders' Equity at
their original cost of $0.57 per share. Accordingly, the comparative
1998 unaudited financial statements have been restated from the amounts
previously reported as follows:
<TABLE>
<CAPTION>
AS PREVIOUSLY
REPORTED AS RESTATED
($) ($)
----------------- ----------------
<S> <C> <C>
For the six months ended June 30, 1998
Other (expenses) / income (344,306) (365,561)
Loss from continuing operation before taxation (6,718,598) (6,669,954)
Net loss after taxation (6,476,455) (6,701,683)
Net loss per share - basic and diluted ($0.16) ($0.17)
</TABLE>
19. SEGMENT INFORMATION BY ACTIVITY AND GEOGRAPHIC AREA
The following financial information is summarized by business segment
and country.
- The television media segment contains the operations of Onyx;
and
- The technology segment contains the operations of Unimedia,
Pixel and TopCard.
Capital Media Group's activities are concentrated in Germany, France
and Israel (Revenues account for: to June 1999 - approximately 65%, 20%
and 15%, respectively; to June 1998 - approximately 40%, 28% and 32%,
respectively.
22
<PAGE>
CAPITAL MEDIA GROUP LIMITED
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 1999
<TABLE>
<CAPTION>
ELIMINATION
TELEVISION &
MEDIA TECHNOLOGY CORPORATE TOTAL
<S> <C> <C> <C> <C>
SIX MONTHS ENDED JUNE 30, 1999
Revenues 950,248 514,108 - 1,464,356
Inter-segment revenues - - - -
----------- --------------- ---------------- ----------------
Total revenues 950,248 514,108 - 1,464,356
Income (losses) from operations (2,235,484) (142,140) (1,284,763) (3,662,387)
Other (expense) income 67,143 (162,357) - (95,214)
Interest revenue - - - -
Interest expenses (23,065) (43,202) (1,994,017) (2,060,284)
Other financial (expense) income , net (1,923,350) 82,548 (2,081,485) (3,922,287)
Equity in net losses of affiliates - 37,155 (87,878) (50,723)
Loss in discontinued business - - (15,895) (15,895)
Income tax benefit 2,173 (433) - 1,740
Minority interest - - - -
------------ --------------- ---------------- -----------------
Net loss (4,112,583) (228,429) (5,464,038) (9,805,050)
============ =============== ================ =================
Total assets 1,557,880 2,984,362 1,376,368 5,918,610
============ =============== ================ =================
Capital expenditure 652,073 - - 652,073
============ =============== ================ =================
Depreciation of fixed assets 128,789 59,365 6,625 194,779
============ =============== ================ =================
<CAPTION>
Germany France Israel Other Total
Corporate
<S> <C> <C> <C> <C> <C>
Revenues 950,248 288,996 225,112 - 1,464,356
Inter-segment revenues - - - - -
------------ --------------- ---------------- --------------- -----------------
Total revenues 950,248 288,996 225,112 - 1,464,356
Income (losses) from operations (2,235,484) (200,870) 58,730 (1,284,763) (3,662,387)
Other (expense) income 67,143 (162,357) - - (95,214)
Interest revenue - - - - -
Interest expenses (23,065) (2,642) (40,560) (1,994,017) (2,060,284)
Other financial (expense) income, net (1,923,350) 82,548 - (2,081,485) (3,922,287)
Equity in net losses of affiliates - - 37,155 (87,878) (50,723)
Loss in discontinued business - - - (15,885) (15,895)
Income tax benefit 2,173 (433) - - 1,740
Minority Interest - - - - -
------------ --------------- ---------------- --------------- -----------------
Net loss (4,112,583) (283,754) 55,325 (5,464,038) (9,805,050)
============ =============== ================ =============== =================
Total assets 1,557,880 2,424,369 559,993 1,376,388 5,918,610
============ =============== ================ =============== =================
Capital expenditure 652,073 - - - 652,073
============ =============== ================ =============== =================
Depreciation of fixed assets 128,789 40,429 18,936 6,625 194,779
============ =============== ================ =============== =================
</TABLE>
23
<PAGE>
CAPITAL MEDIA GROUP LIMITED
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 1999
<TABLE>
<CAPTION>
TELEVISION TECHNOLOGY ELIMINATION & TOTAL
MEDIA CORPORATE
<S> <C> <C> <C> <C>
SIX MONTHS ENDED JUNE 30, 1998
Revenues 496,532 774,888 - 1,271,420
Inter-segment revenues - - - -
----------- ------------ ------------ ------------
Total revenues 496,532 774,888 - 1,271,420
Income (losses) from operations (4,040,085) (255,996) (1,157,144) (5,453,225)
Other (expense) income 97,558 (463,119) - (365,561)
Interest revenue - - - -
Interest expenses (35,195) (275,016) (310,317) (620,528)
Other financial (expense) income, net (417,170) (95,180) 386,920 (125,430)
Equity in net losses of affiliates - (44,000) (61,210) (105,210)
Profit in discontinued business - - (31,305) (31,305)
Income tax benefit (485) 5,659 - 5,174
Minority interest - (5,598) - (5,598)
----------- ------------ ------------ ------------
Net loss (4,395,377) (1,133,250) (1,173,056) (6,701,683)
=========== ============ ============ ============
Total assets 1,150,346 2,598,622 3,916,158 7,665,126
=========== ============ ============ ============
Capital expenditure - 436,559 - 436,559
=========== ============ ============ ============
Depreciation of fixed assets 54,321 233,121 7,737 295,179
=========== ============ ============ ============
<CAPTION>
Germany France Israel Other Total
Corporate
<S> <C> <C> <C> <C> <C>
Revenues 496,532 361,796 413,092 - 1,271,420
Inter-segment revenues - - - - -
----------- ------------ ------------ ------------ ------------
Total revenues 496,532 361,796 413,092 1,271,420
Income (losses) from operations (4,040,085) (400,612) 144,616 (1,157,144) (5,453,225)
Other income (expense) 97,558 (463,119) - - (365,561)
Interest revenue - - - - -
Interest expenses (35,195) (267,932) (7,084) (310,317) (620,528)
Other financial (expense) income, net (417,170) (95,180) - 386,920 (125,430)
Equity in net losses of affiliates - - (44,000) (61,210) (105,210)
Profit in discontinued business - - - (31,305) (31,305)
Income tax benefit (485) 5,659 - - 5,174
Minority Interest - (5,598) - - (5,598)
----------- ------------ ------------ ------------ ------------
Net loss (4,395,377) (1,226,782) 93,532 (1,173,056) (6,701,683)
=========== ============ ============ ============ ============
Total assets 1,150,346 2,374,628 223,994 3,916,158 7,665,126
=========== ============ ============ ============ ============
Capital expenditure - 436,559 - - 436,559
=========== ============ ============ ============ ============
Depreciation of fixed assets 54,321 126,425 106,696 7,737 295,179
=========== ============ ============ ============ ============
</TABLE>
24
<PAGE>
ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
THE FINANCIAL INFORMATION INCLUDED HEREIN SHOULD BE READ IN CONJUNCTION
WITH THE CONSOLIDATED FINANCIAL STATEMENTS, INCLUDING THE NOTES THERETO,
INCLUDED ELSEWHERE IN THIS FORM 10-QSB. CERTAIN OF THE DATA CONTAINED HEREIN
INCLUDES FORWARD LOOKING INFORMATION AND RESULTS COULD DIFFER FROM THAT SET
FORTH BELOW. THIS DISCUSSION AND ANALYSIS SHOULD BE READ IN CONJUNCTION WITH THE
INFORMATION CONTAINED IN THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE YEAR
ENDED DECEMBER 31, 1998 (THE "FORM 10-K")
RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 1999 COMPARED TO THREE MONTHS ENDED JUNE
30, 1998
The net loss for the quarter ended June 30, 1999 was $4.56 million,
compared to a net loss of $2.88 million for the three months ended June 30,
1998. However, at the operating level, the operating loss decreased
significantly to $1.80 million in the quarter ended June 30, 1999, compared to
$2.44 million for the quarter ended June 30, 1998, on increased revenues up by
$228,000 (a 35% increase). The increase in net loss was primarily attributable
to an increase in the financial expense charge in respect of higher loan
interest and penalty costs and a significant foreign exchange loss arising since
December 31, 1998.
The net loss per share for the quarter ended June 30, 1999 (basic and
diluted) including discontinuing operations was $0.11, compared to a net loss
per share (basic and diluted) of $0.07 for the quarter ended June 30, 1998.
Weighted average shares outstanding basic and diluted were 40,194,139 for both
periods of 1999 and 1998.
The Consolidated Financial Statements have been restated to conform to
the 1998 Consolidated Financial Statements. The restatement is part in respect
of the treatment of the Company's issued stock held by a subsidiary company
within investments in the original 1997 Financial Statement with the cost
adjusted by a year end valuation provision. The comparatives in the June 1998
Financial Statements were restated to show the holding at original cost and as
an element of Stockholders' Equity.
Operating revenues for the quarter ended June 30, 1999 totaled $0.88
million, an increase of $228,000 compared to revenues of $0.65 million for the
quarter ended June 30, 1998. Both Onyx and TopCard recorded increases in
operating revenue of $457,000 and $177,000 respectively, while Pixel's operating
revenue decreased by $124,000.
Operating costs, including staff costs, depreciation and amortization
totaled $2.68 million for the quarter ended June 30, 1999, as compared to $3.09
million for the quarter ended June 30, 1998. The net decrease in operating costs
is primarily indicative of the cost reductions made across all the group
operations, but specifically at Onyx where operating costs were reduced to $1.64
million in the quarter to June 30, 1999 compared to $2.06 million in the quarter
ended June 30, 1998.
Onyx's operating costs are set to fall significantly in 1999 compared
to 1998 as a result of the strategic agreements with Groupe AB. Operating
expenses of Onyx include programming costs, broadcast studio expenses and
transmission expenses. In October 1998, Onyx entered into a two year strategic
alliance agreement with a subsidiary of Groupe AB, a French television
production company to provide to Onyx, technical services, the use of a
transponder and uplink facilities, transmission services and use of a master
control room as well as contributing to cable transmission fees at an annual
cost of $3.12 million
Depreciation and amortization for the quarter ended June 30, 1999 was
$0.27 million, compared to $0.16 million for the corresponding period in 1998.
The increase in Financial Expense relates to higher interest expense of
$1.24 million for the quarter ended June 30, 1999, compared to $0.41 million for
the quarter ended June 30, 1998. This is entirely due to the substantial
increase in loans received over the year. For the quarter ended June 30,1999,
financial expense also included a charge of $1.43 million (Quarter to June 30,
1998-$0.41 million credit) in respect of foreign exchange losses arising from
changes in currency exchange rates at June 30, 1999 compared to exchange rates
at December 31, 1998.
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As a result of all of the above factors, the Company had a loss from
continuing operations of $4.56 million in for the quarter ended June 30, 1999,
an increase of $1.83 million, from the loss of $2.73 million for the quarter
ended June 30, 1998.
SIX MONTHS ENDED JUNE 30, 1999 COMPARED TO SIX MONTHS ENDED JUNE 30,
1998
Operating revenues for the six months ended June 30, 1999 were $1.46
million, an increase of $193,000 compared to operating revenues of $1.27 million
for the six months ended June 30, 1998. This increase in operating revenue was
largely attributable to an increase of $454,000 in revenue at Onyx, while
operating revenues at TopCard increased by $6,000 and Pixel's revenue decreased
$185,000 compared to the same six months in 1998.
Operating costs, including staff costs, depreciation and amortization,
for the six months to June 30, 1999 were $5.13 million, compared to $6.72
million for the same period in 1998. The net decrease in operating costs is
primarily indicative of the cost reductions made across all the group operations
but especially at Onyx where operating costs were reduced by $1.15 million to
$3.19 million in the six months to June 30, 1999, compared to $4.34 million for
the six months ended June 30, 1998.
Depreciation and amortization for the six months ended June 30, 1999
was $0.49 million compared to $0.39 million for the corresponding period in
1998.
The increase in financial expense related to higher interest expense of
$2.06 million for the six months ended June 30, 1999, compared to $0.62 million
for the six months ended June 30, 1998. This is due to the substantial increase
in loans over the year. In addition, financial expense includes a charge in
respect of foreign exchange losses of $3.92 million for the six months ended
June 30, 1999, compared to a charge of $0.13 million for the same period in
1998. The foreign exchange losses arise from changes in currency exchange rates
at June 30, 1999 compared to exchange rates at December 31, 1998.
As a result of all of the above factors, the Company had a loss from
continuing operations of $9.8 million for the six months ended June 30, 1999,
an increase of $3.12 million from the loss of $6.66 million for the six months
ended June 30, 1998.
Total revenues at Onyx Television in the six months to June 30, 1999
totalled $0.95 million, an 91% increase of $0.45 million over revenues of $0.50
million in the six months to June 30, 1998. Onyx management firmly believes
that with the strategic alliance agreement with Groupe AB, together with changes
in local regulations effective in 1999, increased network distribution already
achieved and the recently appointed media agency, which has already proved
extremely positive, that Onyx should be able to substantially increase the
development of its revenue over the next year.
The German media authorities have officially confirmed that Onyx's
rating in Germany is ahead of its two main competitors VH-1 and VIVA 2 and it is
planned that Onyx's distributions will increase further during 1999. At the
present time, Onyx Television reaches approximately 11 million cable homes and
an indeterminable number of direct satellite homes in Germany. See the
information contained in the Company's Annual Report on Form 10-KSB for the year
ended December 31, 1998.
TopCard reported a net profit of $60,000 in the first half of 1999
compared to a loss of $12,000 for the same period in 1998. Pixel reported a
profit of $54,000 for the six months ended June 30 1999, compared to a profit of
$137,000 for the same period in 1998. Henry, its 47.5% owned subsidiary,
recorded a net profit of $37,000 compared to a loss of $44,000 recorded for the
corresponding period in 1998. Henry is accounted for on an equity basis.
During 1998, the Board in its review of investments approved a decision
to dispose of Tinerama and it is anticipated that its sale will be concluded
during the second half of 1999. Accordingly, the operating loss of Tinerama has
been reclassified as a discontinuing operation and the 1998 results have been
similarly restated. Blink reported a share of loss for the half year to June
1999 of $75,000, compared to a $61,000 loss for the same period in 1998. Blink
has still not met its original target objectives and discussions with management
are in progress in regard to its divestment.
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FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
GENERAL
The ownership, development and operation of media interests, and
particularly the operation of a television station, requires substantial capital
investment. To date, the Company has financed its capital requirements through
sales of its equity securities and through debt financing. Since inception
through June 30, 1999, the Company has incurred an accumulated deficit of
approximately $58.04 million, principally related to the Company's launch and
operation of Onyx Television. At June 30, 1999, the Company had a negative
working capital of approximately $25.69 million.
INSTAR LOAN
In October 1996, the Company's UK subsidiary, CM (UK), entered into an
agreement to borrow US $2.0 million (the "Instar Loan") from Instar Holdings,
Inc. ("Instar") to fund the Company's working capital requirements (principally
related to the continuing operation of Onyx Television). The Instar Loan was
guaranteed by the Company and Onyx and was secured by a charge on all of CM
(UK)'s assets and a pledge of the stock of CM (UK). Interest was payable monthly
on the Instar Loan, at the rate of 2% above Lloyds Bank base rate until December
31, 1997 and 13% per annum thereafter.
As part of the Instar Loan, CM (UK) granted a charge against all of its
assets and the Company granted a charge against the shares of CM (UK) to secure
the obligation in connection with the guaranty of the transponder lease. See
Note 16 of Notes to Consolidated Financial Statements with respect to the
guaranty of the transponder lease by Universal Independent Holdings Limited, a
BVI corporation ("Universal"). CM (UK), under its transponder lease, was
required to provide a guaranty to PTT Telecom of its obligations under the
lease. Universal agreed to provide such guaranty, but required, among other
things, (i) that CM (UK) enter into, in favor of Universal, a deed of
counter-indemnity ("Deed") to secure the obligation of CM (UK) to repay
Universal if Universal is called upon to make payment on its transponder
guaranty, (ii) that the Company and Onyx guarantee the obligations of CM (UK)
under the Deed, and (iii) that CM (UK) pledge all of its assets and that the
Company pledge its stock interest in CM (UK) to secure their obligations in
connection therewith. Instar and Universal had agreed that their liens on the
Company's assets should have equal status and that they would share equally in
the proceeds of the collateral.
On July 21, 1999, the Company and Instar settled this loan. Under the
Instar Settlement, the Company has agreed to pay Instar $2.2 million, $1.7
million of which has been paid and the balance of which will be paid (without
interest) in installments of $100,000 over the next five months. The Company has
also agreed to issue 2.0 million shares to Instar when the Company's
stockholders approve an increase in the Company's authorized common stock.
Groupe AB has agreed to guaranty repayment of the settlement amounts, and is
obligated to deliver a guaranty agreement to Instar within 30 days after the
closing. As part of the settlement, Universal has agreed that the Company shall
no longer be liable to it regarding its guaranty of the transponder lease.
Additionally, as part of the settlement: (i) the liability of Latitude
Investments, Ltd. ("Latitude") to the Company has been extinguished; (ii) the
Company and Instar, Universal and Latitude have entered into mutual releases
regarding their respective obligations in connection with these matters, and
(iii) the Company and Charles Koppel, the former Chief Executive Officer of the
Company, have entered into a mutual general release. As part of the settlement,
Instar and Universal are releasing their charges against CM(UK)'s assets and the
stock of CM(UK).
EQUITY OFFERINGS BY THE COMPANY
In 1995, the founders of the Company organized Excalibur Communications
Limited (n/k/a (CM(UK)) to develop Onyx Television and to own the Company's
interest in TIAG. In December 1995, the founders of the Company exchanged their
shares in Excalibur for shares of the Company's common stock. Simultaneously, in
late 1995 and early 1996, the Company raised net proceeds of $14.4 million in a
private placement of its securities.
On March 3, 1997, the Company closed a private placement in which the
Company raised net proceeds of $5.85 million. The funds from this placement were
used to fund the continuing operation of Onyx Television and for
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general corporate purposes. The Company issued an aggregate of 12.0 million
shares of Common Stock in this private placement ($0.50 per share), including
4.0 million shares of Common Stock subscribed by Unimedia. At the time of this
private placement, Unimedia was not an affiliate of the Company.
On June 25, 1997, the Company accepted a subscription for $4.0 million
from Unimedia. In this subscription, the Company agreed to issue an aggregate of
7,017,543 shares of Common Stock at a purchase price of $0.57 per share. On June
30, 1997, $1,500,000 of the proceeds of the subscription was received by the
Company and the balance of $2,500,000 was released to the Company from escrow on
July 31, 1997, simultaneously with the closing of the share exchange between
certain of the stockholders of Unimedia and the Company, as described below. In
connection with the private placement, the Company paid Unimedia a fee of
$240,000, which was netted against the purchase price of the Shares. At the time
of this private placement, Unimedia was not an affiliate of the Company.
Simultaneously with and immediately after this placement, Unimedia
transferred 6,109,140 of the shares which it owed to eight investors at prices
ranging from $0.57 to $0.75 per share. One of these investors was an entity
controlled by David Ho, who at the time of this transaction was not an affiliate
of the Company. That entity, Unbeatable Investments Limited ("Unbeatable")
acquired 4,385,965 of these shares. None of the other investors who purchased
shares from Unimedia at this time were affiliates of the Company or Unimedia. In
connection with the transfer of these shares, Unimedia paid a fee to Valfab for
its services in connection with introducing Unimedia to certain of these
investors. The fee consisted of $195,000 in cash and 106,666 shares of the
Common Stock owned by Unimedia in this placement.
On July 31, 1997, the Company acquired 50.3% of the outstanding common
stock of Unimedia in exchange for 4,333,000 shares of the Company's authorized
but unissued common stock. Stockholders of Unimedia who did not participate in
the first closing of the Unimedia share exchange had until September 5, 1997 to
convert their Unimedia securities into shares of Common Stock and on September
5, 1997, the Company acquired an additional 31.3% of Unimedia's common stock in
exchange for an additional 2,693,600 shares of the Company's authorized but
unissued Common Stock. Shares issued in the Unimedia Share Exchange were valued
on the Company's books at $0.57 per share. The Company acquired Unimedia based
on their belief that the merged entity would cross fertilize Internet
development activities and television distribution in order to poise the Company
at the convergence of thematic entertainment television and the internet.
Additionally, Unimedia and investors identified by Unimedia provided significant
financing for use in the Company business.
As part of the completion of the first closing of the Unimedia share
exchange, four persons designated by Unimedia became directors of the Company
(Gilles Assouline, Michel Assouline, David Ho and Jean Pierre Souviron). At the
time, the Company's Board consisted of eight persons (Charles Koppel, James
Leitner, Karl Hauptmann, Barry Llewellyn, Stephen Kornfeld, Stanley Hollander,
Marc Sillam and Jean Francois Klein), and it was intended that the Board would
continue as a twelve person Board after completion of the Unimedia Share
Exchange. However, shortly after the closing, three of the Company's Board
members (Charles Koppel, James Leitner and Karl Hauptmann) unexpectedly resigned
from the Board.
At the time of the closing of the Unimedia Share Exchange, Unimedia
held 4,908,403 shares of the Common Stock. Subsequent to the closing of the
Unimedia Share Exchange, Unimedia has transferred 3,240,487 of these shares to
investors in several private transactions, as follows:
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TRANSFEREE SHARES
TRANSFERRED
Transferees not affiliated with the Company and Unimedia... 1,244,487
Stockholders of TopCard(1)................................. 456,000
Gralec Establishment(2).................................... 1,540,000
---------
3,240,487
=========
- ----------
(1) Shares were transferred to the stockholders of TopCard in
connection with Unimedia's acquisition of 80% of TopCard's
outstanding shares. See Item 1. "Description of Business-Other
Businesses-TopCard, S.A." in the Form 10-K for information
regarding this transaction. None of the TopCard stockholders
were affiliates of the Company or Unimedia at the time that
these shares were transferred to the stockholders of TopCard.
(2) During the first half of 1998, Unimedia transferred 1,540,000
shares of the Company's Common Stock to Gralec Establishment
("Gralec") for an aggregate purchase price of $500,000. The
Company agreed to register the shares of Common Stock
transferred to Gralec, pursuant to a registration rights
agreement, on or before November 30, 1998, which has not
occurred. As part of the agreement, Unimedia agreed that
Gralec may put the shares back to Unimedia for the purchase
price if these shares were not registered by that date.
Since this registration has not taken place, the Company has
agreed with Gralec to extend the period during which the
registration may be completed until April 1, 2000. In return,
the Company has granted Gralec: (1) a subscription to purchase
2.2 million shares for a purchase price equal to the net
proceeds from the sale of 50,000 ActivCard shares, an EASDAQ
quoted stock and (ii) an option to purchase 6.0 million shares
of its authorized but unissued common stock at an exercise
price of $0.10 per share, which option will be exercisable
until 30 days after the shares of Common Stock originally
issued to Gralec are registered for resale.
These transfers were effected to raise funds for the Company's and
Unimedia's operations and to complete the acquisitions of TopCard and Pixel.
At the date of this Form 10-QSB, Unimedia continues to own 1,667,916
shares of the Company's Common Stock, including 600,000 shares which have been
pledged by Unimedia to Bank Hapoalin to secure Unimedia's guarantee to that bank
of certain indebtedness of Pixel, Ltd.
The Company's short term funding requirements were also met during the
fourth quarter of 1997 through direct private placements by the Company to four
non-U.S. investors of an aggregate of 793,335 shares of the Company's Common
Stock (raising $586,000 at prices between $0.60 and $0.75 per share).
FUNDS BORROWED SUBSEQUENT TO THE UNIMEDIA SHARE EXCHANGE FROM SUPERSTAR
AND GROUPE AB
In September 1997, the Company borrowed $500,000 of short term working
capital in the form of a convertible loan from Unbeatable. The debt was payable
with interest of 10% per annum in April 1998 and was convertible into shares of
Common Stock at the rate of $0.57 per share.
On January 9, 1998, CM (UK) borrowed an aggregate of $1,250,000 from
Superstar. Such loan was evidenced by two 13% Convertible Secured Promissory
Notes in the original principal amounts of $750,000 and $500,000, respectively
(collectively, the "Notes"). Of the aggregate proceeds, $500,000 was used to
replace a loan previously made to CM(UK) (see above) by Unbeatable. The Notes
bear interest at the rate of 13% per annum and were
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convertible into shares of the Company's Common Stock on the basis of one share
of Common Stock for each $0.50 of outstanding principal and accrued interest on
the Notes; provided, however, that the Notes were not convertible until the
Company has held a stockholders meeting at which its Articles of Incorporation
were amended to increase the number of authorized shares of Common Stock of the
Company to at least the number required for conversion of the Notes. The Notes
were due and payable on March 31, 1998 but, pursuant to the Notes and an
agreement among the Company, CM (UK) Superstar, Instar Holdings, Inc. ("Instar")
and Universal Independent Holdings Limited ("Universal"), payments on the Notes
may only be made equally pro rata as and when payments are made to Instar
according to a stated proportion. Instar and Universal are secured creditors of
the Company and CM (UK). To secure its obligations under the Notes, CM (UK) and
the Company have granted to Superstar a security interest on the same collateral
upon which Instar has been granted a security interest by CM (UK) and the
Company and upon identical terms and conditions as are set forth in the security
documents entered into between Instar and CM (UK) (and Instar and the Company)
pursuant to the loan documents between CM (UK), the Company and Instar. Instar
has also granted to Superstar a right of first refusal to purchase the Instar
Loan for the full amount due before such loan is sold to a third party. The
Company also pledged its interest in 81.6% of Unimedia to Superstar to further
secure its obligations under the Notes. The conversion terms of the Superstar
loan were recently amended and are described below.
Superstar and Unbeatable are parties controlled by David Ho, a Director
of the Company. Superstar received a fee of 200,000 shares of the Company's
Common Stock for arranging the original loan made by Unbeatable to the Company
and will receive a fee of 400,000 shares for arranging the January 1998
Superstar loan (which fee will be payable at such time as the Company has
authorized shares of Common Stock available to issue in order to pay this fee).
Additionally, Superstar has been granted a contingent option such that if such
loan is repaid (and not converted), Superstar shall have a one year option to
purchase up to 2.5 million shares of the Company's authorized and unissued
Common Stock at an exercise price of $.40 per share. See below for the amended
conversion terms of this loan.
On March 23, 1998, MMP, SA ("MMP"), a stockholder of the Company and a
subsidiary of Groupe AB, made available to the Company a line of credit (the
"MMP Line of Credit") pursuant to which the Company borrowed $2,000,000.
Outstanding amounts under the MMP Line of Credit bear interest at the rate of
13% per annum. Outstanding principal and accrued interest was due and payable on
December 31, 1998 and the Loan has recently been amended (see below). As further
consideration for granting the MMP Line of Credit, MMP was granted the right,
until March 31, 2000, to purchase shares of authorized but unissued Common Stock
of the Company at a price of $0.20 per share up to the aggregate outstanding
principal amount of and accrued interest on the line of credit; provided,
however, that the option may not be exercised until the Company holds a
stockholders meeting to authorize additional shares of authorized but unissued
Common Stock. Such purchase would not affect the outstanding principal amount of
and accrued interest on the MMP Line of Credit. See below for the amended
conversion terms of this loan.
On March 25, 1998, Superstar loaned the Company an additional $400,000,
payable on the same terms as the MMP Line of Credit. In connection with this new
loan, Superstar was granted an option to purchase shares of the Company's common
stock on the same terms as the option granted to MMP as described above. See
below for the amended conversion terms of this loan.
In August 1998, the Company entered into agreements with Superstar and
Groupe AB pursuant to which Superstar agreed to make available $5.0 million and
Groupe AB agreed to provide cash and services aggregating $6.64 million
($400,000 in cash which was payable to the Company in August 1998 and $6.24
million in services over a two year period). Such funding is initially in the
form of debt (bearing interest at the rate of 13% per annum), but will be
automatically converted into equity at the rate of $0.10 per share upon and
after approval of an increase in the Company's authorized common stock available
for issuance. If stockholder approval of the increase in the authorized common
stock is not obtained, then the debt incurred to that date, together with
interest and penalties, will be immediately due and payable. Once these
obligations are converted into Common Stock and assuming no exercise of options
and warrants, Superstar and Groupe AB will control approximately 80% of the
Company's outstanding common stock and will control the Company.
In December 1998, when the Company did not meet its obligation to hold
a stockholders' meeting by November 30, 1998, Superstar and Groupe AB demanded
that the Company: (i) reduce the conversion price on all of its outstanding
convertible debt to $0.10 per share; and (ii) that the Company pay a penalty of
2% of the outstanding
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principal amount of the loans (payable in shares at $0.10 per share) for each
month during which the Company does not hold its special stockholders meeting to
seek approval of the amendment to the Company's articles of incorporation. On
December 18, 1998, the Board agreed to these changes. Superstar and Groupe AB
also agreed, as part of the amendment to the terms of their loans, that all of
the convertible debt which they hold will now automatically convert into Common
Stock upon the approval by the Company's stockholders of the increase in the
Company's authorized Common Stock.
In March 1999, Groupe AB agreed to fund an additional $6.0 million to
the Company for working capital and to all the Company repay indebtedness,
including the funds required to complete the Instar Settlement. Such amount will
be funded over the next year and will automatically convert into Common Stock at
$0.10 per share.
In May 1999, Groupe AB and Superstar made a loan to the Company in the
aggregate amount of $300,000, the proceeds of which were used to fund the
settlement of the Fontal loan. The loan is due in one year and bears interest at
the rate of 10% per annum. In connection with the loan, the Company granted the
lenders a two-year warrant to purchase 3.0 million shares of the Common Stock at
an exercise price of $0.10 per share.
DEBT DUE FROM LATITUDE INVESTMENTS LIMITED
The Company's balance sheet at December 31, 1998 includes a due from
stockholder of $313,691. This amount represents an amount due from Latitude, one
of the Company's founding stockholders. See "Certain Relationships and Related
Transactions" in the Form 10-K. This amount was initially presented to the
Company as a deposit paid by Latitude to PTT Telecom on behalf of CM (UK) and
Latitude received credit for the amount of such deposit in connection with its
original 1995 subscription to purchase shares of CM (UK)'s stock (which shares
were exchanged for shares of the Company's Common Stock in December 1995). The
Company had determined that no deposit was ever paid by Latitude to PTT Telecom
and that therefore the shares of Common Stock owned by Latitude were not fully
paid as presented. This obligation has been deemed satisfied as part of the
Instar Settlement.
The Company has been advised by KPN Telecom, formerly known as PTT
Telecom ("KPN"), that Onyx Television owes them approximately $1,060,000. The
Company believes that the amount due is significantly lower, due to failures in
the performance of services by KPN over the period of the agreement. At the
present time, the Company has accrued the entire amount allegedly owed to KPN
until this dispute is resolved. Additionally, the Company has been advised that
KPN has called upon the guaranty from Universal (see discussion above) and drawn
down upon the 500,000 ECU (approximately $587,000) being held to secure the
guaranty. As a result, the Company owed the amount paid by Universal back to
Universal. However, the Company's obligation to Universal has been deemed
satisfied as part of the Instar Settlement.
In August 1999, Groupe AB made a loan to the Company in the aggregate
amount of $310,000, the proceeds of which were used to fund the settlement of
the outstanding amounts due to KPN Telecom. The loan is due in one (1) year and
bears interest at the rate of 10% per annum. In connection with the loan, the
Company granted the lender a one-year warrant to purchase 3.1 million shares of
the Common Stock at an exercise price of $0.10 per share.
LIQUIDITY AND CAPITAL RESOURCES
The Company believes that the proceeds from the Superstar and Group AB
agreements will fund, along with anticipated revenues from operations, the
Company's operations for the next 12 months (assuming that the Company's
stockholders approve an increase in the Company's authorized Common Stock
available for issuance is increased thereby). However, if revenues do not meet
expectations, additional funding will be required. The Company will also require
additional funding to meet its non-operating indebtedness, and may issue
additional shares of its Common Stock to repay some of this indebtedness. There
can be no assurance that such funding will be available.
In regard to its future capital raising efforts to fund the Company's
businesses, the Company is likely going to have to fund these future capital
requirements through additional sales of its equity securities. The Company may
also seek funding for particular projects through investments directly into
those projects. The Company is also seeking additional strategic alliances with
respect to its other current and proposed businesses and to reduce operating
costs in all of its businesses whenever possible. No definitive agreements have
been entered into to date.
YEAR 2000 COMPLIANCE
The inability of computers, software and other equipment utilizing
microprocessors to recognize and properly process data fields containing a
two-digit year is commonly referred to as the Year 2000 compliance issue. As the
year 2000 approaches, such systems may be unable to accurately process certain
date-based information.
The Company believes that the software currently being used in its
operations is either year 2000 compliant or can be upgraded to bring it into
conformity with year 2000 requirements without a material cost to the Company.
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PART 2
ITEM 1. LEGAL PROCEEDINGS
For information regarding the status of the Company's
currently outstanding litigation, see Note 14 of Notes to
Unaudited Consolidated Financial Statements included herein
and Item 3. "LEGAL PROCEEDINGS" in the Company's 1998 Form
10-KSB.
ITEM 2. CHANGE IN SECURITIES
See Note 15 of Notes to Unaudited Consolidated Financial
Statements included herein and Item 2. "MANAGEMENT'S
DISCUSSION AND ANALYSIS OR PLAN OF OPERATION" included herein
for information regarding changes in securities.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of the Company's
securities holders during the first quarter of 1999.
ITEM 5. OTHER INFORMATION
The Company will hold a stockholders meeting on October 22,
1999. The Company intends to make the following proposals for
consideration by its stockholders at the meeting: (i) a
proposal to ratify the terms of the arrangements between the
Company and Groupe AB and Superstar, as more particularly
described in "Management's Discussion and Analysis or Plan of
Operations;" (ii) a proposal to reverse split the Company's
outstanding common stock on a one-for-ten basis, with the
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Company's authorized common stock remaining at 50 million
shares (thereby increasing the Company's available shares for
issuance to 45,990,587 shares and allowing for the issuance of
shares due to Groupe AB and Superstar upon the exercise of
outstanding convertible debt); (iii) a proposal to ratify the
grant of a two year warrant to purchase 16.0 million shares at
$0.10 per share to an entity controlled by the Company's
Chairman; and (iv) a proposal to elect six persons to serve as
directors of the Company until the next annual stockholders'
meeting or until their successors are elected and qualified.
The Company has set September 17, 1999 as the record date for
the meeting and intends to mail definitive proxy materials to
its stockholders for use in connection with the meeting on or
about October 5, 1999. All share references in this Form
10-QSB are before the proposed reverse stock split.
On July 21, 1999, the Company settled its dispute with Instar
Holdings, Inc. See "Management's Discussion and Analysis of
Plan of Operation-Financial Condition, Liquidity and Capital
Resources" for a description of the terms of the Instar
settlement.
In July 1999, the Company received a letter (the "Letter")
from Gilles Assouline, the Company's Chairman and CEO,
Anne-Marie Assouline, and an entity controlled by Mr. and Mrs.
Assouline, Diamond Productions, alleging claims under the
Agreement and Plan of Reorganization, dated March 4, 1997, as
amended (the "Unimedia Agreement"), between the Company,
Unimedia, S.A. ("Unimedia") and certain of the stockholders of
Unimedia. See the 1998 Form 10-KSB for the terms of the
Unimedia Agreement. Additionally, on July 30, 1999, two of the
Company's directors, notified Diamond, Gilles Assouline and
Michel Assouline (the Company's Vice President and COO) that
the Company was asserting a protective claim against each of
them under the Unimedia Agreement until the claims raised in
the Letter can be considered.
After consideration of these matters, the Company's Board and
the claimants concluded that these disputes held the potential
of dragging the Company into substantial and damaging
litigation. As a result, the Board and the claimants
determined that the Company's best interests would be served
by resolving these issues at this time. To accomplish this
purpose, on September 22, 1999, the Company entered into a
settlement agreement with Diamond, Gilles Assouline, Michel
Assouline and Anne-Marie Assouline (collectively, the
"Assoulines") pursuant to which the asserted claims were
withdrawn and the Company and the Assoulines exchanged mutual
releases. As part of the settlement, the Company also provided
the Assoulines with a full indemnity for all claims which may
arise in the future from third parties relating to the
Unimedia Share Exchanges and with a general release through
the date of the settlement agreement.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
10.1 Settlement Agreement, dated July 23, 1999, between
the Company, Capital Media (UK) Limited, Onyx
Television GmbH, Instar Holdings, Inc., Universal
Independent Holdings Limited, Latitude Investments
Limited, Charles Koppel and Clifton Securities
Limited.
10.2 Settlement Agreement, dated September 22, 1999,
between the Company, Diamond Productions, Gilles
Assouline, Michel Assouline and Anne-Marie Assouline.
27.1 Financial Data Schedule
33
<PAGE>
SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant caused
this Report to be signed on its behalf by the undersigned, thereunto duly
authorized, on the 30th day of September, 1999.
CAPITAL MEDIA GROUP LIMITED
By: /s/ Gilles Assouline
-------------------------------------------------------
Gilles Assouline, President and Chief Executive Officer
By: /s/ Stephen Coleman
-------------------------------------------------------
Stephen Coleman, Chief Financial Officer
34
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
- ------- -----------
10.1 Settlement Agreement, dated July 23, 1999, between the Company, Capital
Media (UK) Limited, Onyx Television GmbH, Instar Holdings, Inc.,
Universal Independent Holdings Limited, Latitude Investments Limited,
Charles Koppel and Clifton Securities Limited.
10.2 Settlement Agreement, dated September 22, 1999, between the Company,
Diamond Productions, Gilles Assouline, Michel Assouline and Anne-Marie
Assouline.
27.1 Financial Data Schedule
EXHIBIT 10.1
SETTLEMENT AGREEMENT
This Settlement Agreement (the "Agreement") is made and entered into
this 23rd day of July, 1999, by and among Capital Media Group Limited
(the "Company"), Capital Media (UK) Limited ("CM (UK)") (a wholly-owned
subsidiary of the Company), Onyx Television GmbH ("Onyx") (a
wholly-owned subsidiary of CM (UK)), Instar Holdings Inc. ("Instar"),
Universal Independent Holdings Limited ("Universal"), Latitude
Investments Limited ("Latitude"), Charles Koppel ("Koppel") and Clifton
Securities Limited ("Clifton").
In order to resolve pending disputes, and for other good and valuable
consideration, the receipt and adequacy of which is hereby
acknowledged, the parties hereto, intending to be legally bound, hereby
agree as follows:
1 This settlement is final and satisfies in full any and all obligations
and amounts due from the Company and its subsidiaries to Instar and
Universal, including principal, interest and fees pursuant to all of
the agreements and understandings (whether legally binding or not)
between any or all of the parties in place at the date of this
Agreement. In full and final settlement of all amounts due, the Company
shall pay to Instar (on behalf of and for the benefit of Instar and
Universal, collectively the "Creditors") the following:
(a) US$1,000,000.00 upon signature of this Agreement by all the
parties hereto ("the Closing") (as further defined below); and
(b) US$1,200,000.00, payable, without interest, in 12 instalments
of US$100,000.00 each over a twelve-month period, commencing
on 1 February 1999 with the first payment to be made on the
Closing (such payment being equal to all accrued but unpaid
instalments as at the date of the Closing), and with
subsequent instalments payable each month thereafter on, or
within 15 days from, the 1st business day of each month (such
15 day period shall be inclusive of the 1st and 15th days and
is described in this Agreement as "the Payment Period"). Each
such payment shall be made in United States dollars in cash by
wire transfer for value on the date of payment to such account
as Instar may nominate in writing from time to time. The
payments to be made hereunder shall not be subject to any
set-off, deduction or other withholding. If the Company fails
to make any instalment payment within the relevant Payment
Period for such payment pursuant to this clause 1(b), all
unpaid instalments (whether or not due) shall be accelerated
and shall be immediately due and payable to Instar in full,
without further demand by Instar, in the manner described in
this clause 1(b); and
(c) The Company shall allot and issue to Instar, credited as fully
paid and non-assessable and free of all liens, charges and
encumbrances, 2,000,000 shares (the "Shares") of the Company's
common stock. The Shares shall rank pari passu in all respects
with all other issued shares in the capital of the Company.
The issuance of such Shares shall take place (by the Company
delivering to Instar a duly issued definitive stock
certificate in respect of such shares) within 30 days of the
first date after the date of this Agreement on which the
shareholders of the Company approve any increase in the
Company's authorised share capital. However, should the
shareholders of the Company approve any increase in the
Company's authorised share capital yet fail to issue the
Shares to Instar within 30 days thereof the Company shall
forthwith upon the expiry of such 30 day period pay to Instar
the sum of US$800,000.00 in United States dollars in cash by
wire transfer for same day value to such account as Instar may
nominate in writing for this purpose, which payment shall be
in final satisfaction of the Company's obligations to issue
the Shares to Instar. Payment by the Company of the sum of
US$800,000.00 in
<PAGE>
accordance with this clause shall comprise a complete
discharge of the Company's obligations to issue the Shares to
Instar. Instar may at any time before issue of the Shares
advise the Company as to a reallocation of these Shares to
third parties, including those persons who are parties to this
Agreement. The number of Shares issuable, as described above,
is prior to a contemplated reverse split of the Company's
shares on a 1 for 10 basis. If such reverse stock split is
approved and implement by the Company, the number of shares
issuable to Instar shall be adjusted pro rata fairly to
reflect any such stock split.
All payments to be made by the Company pursuant to this Agreement shall
be made in full on the due date and without any set-off, counter-claim
or deduction and without any withholding of whatsoever nature. For the
avoidance of doubt, any claim or counterclaim which the Company may in
future have or obtain against the Creditors shall be required to be
sued upon under a separate action and shall in no way affect or reduce
the Company's obligations hereunder.
2 The Company has previously alleged that Latitude has failed to pay
certain amounts due to CM (UK) in respect of subscriptions for shares
in CM (UK) by Latitude in 1995. Latitude has disputed this. Latitude,
the Company and CM (UK) hereby acknowledge and agree that this
Agreement and the settlement described herein shall constitute full and
final settlement of any amount(s) payable by Latitude to the Company or
CM (UK) which are hereby waived and released in all respects and for
all purposes, and that neither the Company nor CM(UK) shall have any
right to claim against Latitude in respect of any matter between them
as at the date hereof (any such right or claim being hereby released
and discharged in all respects).
3 As of the Closing, Instar and Universal shall release all charges which
they presently hold over the assets of the Company, CM (UK) and Onyx.
At the Closing, Instar and Universal shall execute the deeds of release
in the agreed form.
4 Instar agrees to pay S J Berwin & Co for any fees and costs due to them
for legal services rendered to Instar and Universal in respect of the
US$2,000,000.00 loan facility agreement, and the transponder guarantee
agreement, between Instar and Universal on the one hand, and the
Company, CM (UK) and Onyx, on the other hand. The Company, CM (UK) and
Onyx shall no longer be obligated under the terms of such agreements to
reimburse Instar and Universal with respect to the payment of any such
fees and costs, and Instar and Universal shall indemnify the Company,
CM (UK) and Onyx from any liability to S J Berwin & Co for any such
fees.
5 Closing of this Agreement shall take place immediately following its
signature and exchange. At the Closing:
(a) Instar and Universal shall deliver to the Company:
(i) irrevocable proxies in the agreed form from each of
Latitude, Transit, Koppel, Telor International
Limited, Karl Hauptmann, James Leitner, Barry
Townsley, Edgeport Nominees Limited (to the extent
that any shares in the capital of the Company held by
Edgeport Nominees Limited are beneficially owned by
Barry Townsley) and Clifton to vote all of the shares
of the Company's outstanding common stock which they
own in favor of all of the proposals reflected in the
proxy and to be presented by the Company's management
for consideration at a meeting of the Company's
stockholders (the "Meeting"), which Meeting is
expected to be held during the first half of 1999;
and
(ii) the deeds of release of the charges they presently
hold over the assets of the Company and/or CM (UK)
and/or Onyx in the agreed form duly executed; and
(b) the Company shall:
-2-
<PAGE>
(i) pay to Instar the sum of US$1,000,000.00 referred to
in clause 1(a), and any unpaid instalments due
pursuant to clause 1(b), in United States dollars in
cash by wire transfer for same day value to such
account as Instar may nominate in writing for this
purpose;
(ii) deliver to Instar the letter in the agreed form from
Superstar Ventures Limited ("Superstar") to Instar,
inter alia, consenting to the Agreement; and
(iii) deliver to Instar the letter in the agreed form from
Capital Growth International LLC, as successor by
merger to U.S. Sachem Financial Consultants, L.P.,to
such persons as Instar may require, inter alia,
confirming the release of certain restrictions on
dealing in shares in the capital of the Company.
6 Subject to and except for the obligations arising under this Agreement,
with effect from the Closing:
(a) the Company, CM (UK) and Onyx each hereby knowingly,
voluntary, absolutely and unconditionally release and
discharge each of Instar, Universal, Latitude, Transit,
Charles Koppel, Clifton and each of their respective
subsidiaries, affiliates, officers, directors, trustees,
shareholders, agents, employees, consultants, attorneys,
successors and other legal representatives and permitted
assigns (both in their official and individual capacities)
from any and all obligations, claims or liabilities of
whatsoever nature (and whether actual, contingent or
otherwise) in connection with, arising from or relating to the
relationship and agreements (and disputes) between any of
Instar, Universal, and Latitude, on the one hand, and any of
the Company, CM (UK) and Onyx, on the other hand;
(b) Instar, Universal, Latitude, Transit, Charles Koppel and
Clifton each hereby knowingly, voluntary, absolutely and
unconditionally release and discharge each of the Company and
each and every of its respective subsidiaries (including CM
(UK) and Onyx), affiliates, officers, directors, trustees,
shareholders, agents, employees, consultants, attorneys,
successors and other legal representatives and permitted
assigns (both in their official and individual capacities)
from any and all obligations, claims or liabilities of
whatsoever nature (and whether actual, contingent or
otherwise) in connection with, arising from or relating to the
relationship and agreements (and disputes) between any of
Instar, Universal, and Latitude, on the one hand, and any of
the Company, CM (UK) and Onyx, on the other hand;
(c) the Company, CM (UK) and Onyx and each and every of their
respective subsidiaries (collectively, "the Companies") each
hereby knowingly, voluntary, absolutely and unconditionally
release and discharge Charles Koppel from any and all
obligations, claims or liabilities of whatsoever nature (and
whether actual, contingent or otherwise) in connection with,
arising from or relating to any cause or circumstances
whatsoever (including, without limitation, the activities of
the Company and its subsidiaries or arising out of Charles
Koppel's service as an officer or director of the Company or
its subsidiaries); provided however, for the avoidance of
doubt, that this release shall not be deemed to be, or
constitute for any purpose, a release or discharge by any
director, officer or employee of any of the Companies of any
claims or rights which any such director, officer or employee
may have against Charles Koppel whether or not relating to the
activities of the Companies;
(d) Charles Koppel hereby knowingly, voluntary, absolutely and
unconditionally releases and discharges each of the Companies
from any and all obligations, claims or liabilities of such
companies of whatsoever nature (and whether actual, contingent
or otherwise) in connection with, arising from or relating to
any cause or circumstances whatsoever
-3-
<PAGE>
(including, without limitation, the activities of the Company
and its subsidiaries or Charles Koppel's service as a director
or officer of the Company or its subsidiaries); provided
however, for the avoidance of doubt, that this release shall
not be deemed to be, or constitute for any purpose, a release
or discharge of any director, officer or employee of any of
the Companies, from any claims or rights Charles Koppel may
have against any such person whether or not relating to the
activities of the Companies; and
(e) the Company, CM (UK) and Onyx shall forthwith dismiss with
prejudice any and all lawsuits which they have filed against
Charles Koppel, and Charles Koppel shall forthwith dismiss
with prejudice any and all lawsuits which he has filed against
the Company, CM (UK) or Onyx, and no party to any such
litigation or proceedings shall have any liability to any
party thereunder whether for costs or otherwise,
(references in this clause to directors of the Company or its
subsidiaries shall include any and all past, present or future
directors and other officers of the Company or any of its
subsidiaries).
6A As soon as possible following the date of this Agreement, and in any
event prior to the close of business on the date 30 days after the date
of this Agreement ("the Delivery Date"), the Company shall deliver, or
procure the delivery by Groupe AB, to Instar of the Deed of Guarantee
and Undertaking to Pay ("the Guarantee") in the agreed form duly
executed by Groupe AB. As soon as possible following the date of this
Agreement, and in any event prior to the close of business on the date
30 days after the Delivery Date ("the Opinion Date"), the Company shall
deliver, or procure the delivery by Groupe AB, to Instar of a legal
opinion in terms, and from French legal counsel, in each case
reasonably satisfactory to Instar stating that the Guarantee is duly
executed by Groupe AB, and is valid and binding upon Groupe AB, and is
enforceable against Groupe AB in accordance with its terms. In the
event that the Company commits any breach of its obligations hereunder,
or fails to deliver or procure the delivery of the documents described
in this clause 6A, on or prior to the Delivery Date, or the Opinion
Date as the case may be, all outstanding obligations of the Company
under this Agreement (including, for the avoidance of doubt, all unpaid
instalment payments due under clause 1(b)) shall be accelerated and
shall be immediately due and payable to Instar in full, without further
demand by Instar, in the manner contemplated by this Agreement.
7 If at any time after the date of this Agreement the Company files a
registration statement to register for resale any shares or other
securities of, or in the capital of, the Company (other than solely to
register shares of common stock in the capital of the Company the
subject of warrants to subscribe for such shares subsisting as at the
date of this Agreement, which the Company represents to Instar and
Universal are required to be registered by the Company as soon as
practicable pursuant to the terms of such warrants), the Company shall
register the Shares for resale pursuant to the same registration
statement. Issuance of the Shares shall not initially be registered
under the United States Securities Act of 1933, as amended, and the
Shares shall bear the following restrictive transfer legend (and stop
transfer instructions shall be placed against the certificates
representing the Shares):
"THE SHARES OF THE COMPANY'S COMMON STOCK REPRESENTED BY THIS STOCK
CERTIFICATE HAVE NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF
1933 AND MAY NOT BE TRANSFERRED OR SOLD UNLESS PURSUANT TO A VALID
EXEMPTION, OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR ON THE
BASIS OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY'S
COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED."
8 The parties expressly agree that neither this Agreement nor the
negotiations or proceedings leading up to this Agreement, nor the
payment of any consideration pursuant to this Agreement, shall be taken
to be an admission of any kind by any party.
-4-
<PAGE>
9 This Agreement shall be considered to have been jointly drafted and
shall not be construed against any party.
10 This Agreement shall inure to and shall be binding on all heirs,
successors and interests, assigns and legal representatives of the
parties.
11 By executing this Agreement, each party expressly acknowledges that it
has had the advice of counsel regarding the effect of the execution and
delivery of this Agreement, the releases and the consequences of all of
the provisions of the Agreement and the releases.
12 Each party represents and warrants to each other party that it is fully
empowered and authorised to enter into this Agreement, which
constitutes valid and binding obligations upon it, and to perform and
discharge the obligations hereunder.
13 This Agreement may not be modified or amended except by an agreement in
writing signed by the Company, Instar and Universal.
14 Any headings, sections, paragraph numbers or other descriptions are
inserted in this Agreement for convenience only and shall not control
or affect the meaning or construction of any of the provisions herein.
15 This Agreement constitutes the entire agreement among the parties
pertaining to the subject matter and supersedes all prior and
contemporaneous agreements and understandings of the parties, unless
expressly adopted and referred to in this Agreement.
16 For the convenience of the parties, this Agreement may be executed in
one or more counterparts, each of which shall be deemed to be an
original, but all of which shall constitute the same binding agreement
of the parties.
17 This Agreement shall be governed by and construed in accordance with
English law and the parties hereby irrevocably submit for all purposes
to the exclusive jurisdiction of the High Court of Justice in London,
England.
18 In the event that any of the provisions of this Agreement shall be held
to be invalid, illegal or unenforceable, such invalidity, illegality or
unenforceability shall not affect any other provision hereof and this
Agreement shall be construed as if such invalid, illegal or
unenforceable provision had never been contained herein.
19 The "effective date" of this Agreement shall be the date of the
Closing.
20 Should it become necessary for any party to institute legal action to
enforce the terms and conditions of this Agreement, the successful
party will be awarded all its legal fees and expenses calculated on the
indemnity basis.
21 Any communication to be given in connection with this Agreement shall
except where expressly provided otherwise be in writing and shall
either by delivered by hand or sent by first class pre-paid post within
the United Kingdom or sent by facsimile transmission. Delivery by
courier shall be regarded as delivery by hand.
22 Any such communication shall be sent to the address of the relevant
party referred to below or to the facsimile number set out below or to
such other address or facsimile number as may previously have been
communicated to each other party in accordance with this clause. Each
communication shall be marked for the attention of the relevant person
identified below:
(a) Instar Holdings Inc
The Company Complex
Ajeltake Islands
P O Box 1405
-5-
<PAGE>
Majuro
Marshall Islands
MH96960
For the urgent attention of the Company Secretary
with a copy to:
Merlin Group Securities
Limited Facsimile number 00 44 1481 244299
Mont Crevelt House
South Quay
St Sampson's
Guernsey GY2 4LH
For the urgent attention of Tony Bousfield
and to
S J Berwin & Co Facsimile number 00 44 171 533 2222
222 Grays Inn Road
London WC1X 8HB
England
For the urgent attention of Steven J Davis
(b) Universal Independent
Holdings Limited
Tropic Isle Building
Wickhams Cay
Road Town
Tortola
British Virgin Islands
For the urgent attention of the Company Secretary
with a copy to:
Kestrel SA Facsimile number 00 41 32 724 63 21
Pausilippe
Chemin des Trois-Portes ll
2000 Neuchatal
Switzerland
For the urgent attention of Stephen Screech
and to:
S J Berwin & Co Facsimile number 00 44 171 533 2222
222 Grays Inn Road
London WC1X 8HB
England
For the urgent attention of Steven J Davis
-6-
<PAGE>
(c) Capital Media Group
Limited, Facsimile number 00 33 1 4375 1237
Capital Media (UK) Limited
and Onyx Television GmbH
2 Rue du Nouveau Bercy
94229, Charenton, France
For the urgent attention of Gilles Assouline
with a copy to:
Akerman Senterfitt & Eidson Facsimile number 00 1 305 374 5095
One Southeast Third Avenue,
28th Floor
Miami
Florida 33131 - 1704
USA
For the urgent attention of Philip B Schwartz
(d) to any other party at its principal place of business from
time to time.
23 A communication shall be deemed to have been served:
(a) if delivered by hand at the address referred to in clause 22,
at the time of delivery;
(b) if send by first class pre-paid post within the United Kingdom
to the address referred to in clause 22, at the expiration of
two clear days after the time of posting; and
(c) if sent by facsimile to the number referred to in clause 23,
at the time of completion of transmission by the sender.
If a communication would otherwise be deemed to have been delivered
outside of normal business hours (being 9.30 am to 5.30 pm on a
Business Day) in the time zone of the territory of the recipient under
the preceding provisions of this clause, it shall be deemed to have
been delivered at the opening of business on the next Business Day.
24 In proving service of the communication, it shall be sufficient to show
that delivery by hand was made or that the envelope containing the
communication was properly addressed and posted as a first class
pre-paid letter within the United Kingdom or that the facsimile was
despatched and a confirmatory transmission report produced.
25 A party may notify the other parties to this Agreement of a change to
its name, relevant person, address or facsimile number for the purposes
of clause 23 and such notification shall only be effective on the date
specified in the notification as the date on which the change is to
take place.
26 Save as expressly provided herein, the terms and existence of this
Agreement shall be strictly confidential and no party shall divulge to
any person (other than their respective professional advisers) the fact
that this Agreement or any of the documents referred to herein has been
entered into or any information regarding its terms or any matters
contemplated by this Agreement or make any announcement relating to it
without the prior agreement of Instar and the Company. This clause
shall not prevent any party from making any announcement or disclosure
which such party is required to make pursuant to applicable law or
pursuant to the rules and regulations of the United States Securities &
Exchange Commission ("SEC") or any other governmental or regulatory
authority to which such party is subject. Each party agrees that any
announcement or disclosure which it is required to make regarding the
subject matter of this Agreement shall not include any
-7-
<PAGE>
information other than the fact this Agreement has been entered into
and reasonable details of its terms stated herein. Additionally, a copy
of this settlement agreement may be filed as an exhibit to the
Company's filings with the SEC if so required by the rules and
regulations of the SEC.
IN WITNESS whereof this Deed has been entered into by each of the
parties on the date written at the beginning of this document.
THE COMMON SEAL of )
CAPITAL MEDIA GROUP LIMITED )
was hereunto affixed in the presence of )
two of its directors: )
/s/
..........................................................
Director
/s/
..........................................................
Director
THE COMMON SEAL of )
CAPITAL MEDIA (UK) LIMITED )
was hereunto affixed in the presence of )
two of its directors: )
/s/
..........................................................
Director
/s/
..........................................................
Director
-8-
<PAGE>
THE COMMON SEAL of )
ONYX TELEVISION GmbH )
was hereunto affixed in the presence of )
two of its directors: )
/s/
..........................................................
Director
..........................................................
Director
THE COMMON SEAL of )
INSTAR HOLDINGS, INC. )
was hereunto affixed in the presence of )
two of its directors: )
/s/
..........................................................
Director
/s/
..........................................................
Director
THE COMMON SEAL of )
UNIVERSAL INDEPENDENT HOLDINGS )
LIMITED was hereunto affixed in the presence )
of two of its directors: )
/s/
..........................................................
Director
/s/
..........................................................
Director
-9-
<PAGE>
THE COMMON SEAL of )
LATITUDE INVESTMENTS LIMITED )
was hereunto affixed in the presence of )
two of its directors: )
/s/
..........................................................
Director
/s/
..........................................................
Director
THE COMMON SEAL of )
CLIFTON SECURITIES LIMITED )
was hereunto affixed in the presence of )
two of its directors: )
/s/
..........................................................
Director
/s/
..........................................................
Director
EXECUTED AS A DEED by )
CHARLES KOPPEL ) /s/
in the presence of )
-10-
EXHIBIT 10.2
SETTLEMENT AGREEMENT
This Settlement Agreement (the "Agreement") is made and entered into
this 22 nd day of September 1999, by and among:
- Capital Media Group Limited (the "Company") on behalf of
itself and each of its subsidiaries, (collectively referred to
as the "Companies") on the one hand, and
- Diamond Productions ("Diamond"), Gilles Assouline
(Gassouline) and Anne-Marie Assouline ("AMassouline")
collectively referred to as the "Assoulines", and Michel
Assouline ("Massouline") on behalf of themselves and as
representatives of Diamond and sometimes collectively referred
to as the "Unimedia Principal Stockholders" on the second
hand,
WHEREAS, in July and September 1997, the Company acquired 81.6% of the
oustanding common stock of Unimedia in exchange for 7,026,600 shares of the
Company's common stock (the "Unimedia Share Exchanges") pursuant to the terms of
that certain Agreement and Plan of Reorganization, dated effective as of March
4, 1997, as amended (the "Reorganization Agreement"). Under the Reorganization
Agreement, claims for breaches of the representations and warranties made in
such agreement were required to be made before July 31, 1999, and
WHEREAS, subsequent to the closing of the Unimedia Share Exchanges, Gassouline
has been the Chairman and CEO of the Company, Massouline has been the Vice
President and Chief Operating Officer of the Company and the General Manager of
the Company's principal operating subsidiary, Onyx Television GmbH, and
AMassouline has been the General Manager of Unimedia. Further, two of the
Company's principal stockholders, Groupe AB and David Ho, have funded the
Company's survival through loans automatically convertible into Company common
stock (once the Company's authorized common stock is increased), and will own
more than 80% of the Company's common stock once their debt is converted into
common stock ; and
WHEREAS, since the completion of the Unimedia Share Exchanges, the Company has
faced substantial operational and financial problems. Its management, with the
assistance of its funding sources, have worked hard over the last two years to
resolve these problems. To facilitate the conversion of the debt due to Groupe
AB and David HO, the Company has been seeking to hold a stockholders meeting at
which it will propose an increase in its authorized common stock ; and
<PAGE>
WHEREAS, the Company's stockholders' meeting has been substantially delayed for
various reasons. However, the Company has now set October 22, 1999 as the date
for its stockholders' meeting. The Company expects that at the meeting, its
stockholders will approve a proposal increasing the Company's authorized common
stock available for issuance, allowing the Company to be successfully
recapitalized and allowing the Company to move forward with its business plans
under the direction of its Board of Directors and control stockholders; and
WHEREAS, one issue which remains to be resolved are disputes between the
Assoulines on the one hand, and the Companies on the other hand, relating to the
Reorganization Agreement. In that regard: (i) on June 29, 1999, the Assoulines
notified the Company in a letter that they claim "indemnifiable damages" under
the Reorganization Agreement (the "June 29 Letter"), and (ii) on July 30, 1999,
two of the Company's directors asserted a protective claim on behalf of the
Company against the Unimedia Principal Stockholders under the Reorganization
Agreement (the "July 30 Letter"). The June 29 Letter and the July 30 Letter are
sometimes collectively referred as to the "Letters".
WHEREAS, these disputes have the potential of dragging the Company and its
current and former management into substantial litigation, with claims against
the Company by the former management for indemnification and likely cross claims
between all of the parties involved. This litigation will likely be
substantially damaging to the company and all of its shareholders whatever the
outcome, and is likely to be very costly and very time consuming; and
WHEREAS, the parties believe that it is in the best interests of the Company for
there to be a global resolution of these issues, which will allow the Company to
proceed with its business plans without becoming embroiled in these disputes.
Such a settlement is intented to bring these issues to resolution without
determining the viability of the claims which have been asserted, by seeking to
resolve these issues on the basis that whatever the outcome of the disputes,
their impact will likely have a serious and adverse effect upon the Company,
sapping the Company's limited financial resources and management time and making
it difficult if not impossible for the Company to execute its business plan
while these disputes are pending.
NOW THEREFORE, in order to resolve these disputes, for 10 $ and for other good
and valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the parties hereto, intending to be legally bound, hereby agree as
follows:
<PAGE>
1. WITHDRAWAL OF CLAIMS.
After consideration of the terms set forth herein, the Assoulines hereby
withdraw their claims as made in the June 29 Letter and the Company, and each of
its directors including Kornfeld and Hollander hereby withdraw their claims as
made in the July 30 Letter. Since the date on or before which claims had to be
made under the Reorganization Agreement is July 31st, 1999 and by reason of this
action, each of the parties hereto acknowledges that it is their respective
intent to reflect their agreement that all claims for damages by any of them
under the Reorganization Agreement are now barred.
2. FULL INDEMNIFICATION
(a) The Company hereby irrevocably, knowingly, voluntary, absolutely and
unconditionally agrees and commits to:
- fully indemnify and hold fully harmless Gassouline,
AMassouline, Massouline and Diamond (collectively the
"Indemnified Parties") against any losses, claims, damages or
liabilities, joint or several, to which the Indemnified
Parties may become subject, to the extent that such losses,
claims, damages or liabilities (or actions in respect thereof)
arise out of or are related (in any way) to (i) the Purchase
and/or the Subscription of Unimedia shares and/or shares of
the Company by any individual or entity else than the
Indemnified Parties and which took place prior to the date of
the present agreement, and/or (ii) the Unimedia Share
Exchanges and/ or (iii) the Reorganization Agreement and /or
(iv) this Agreement, whether such claims arise against an
Indemnified Party by reason of a claim against such party by a
current or former Unimedia and/or CMG Stockholder (or any
other party), whether such claims relate to an action by any
of the Indemnified Parties prior to or after the Unimedia
Share Exchanges and /or whether or not the alleged actions for
which the claim has been brought were taken by an Indemnified
Party in their capacity as management of any of the Companies,
and/or as management of Unimedia and/or in their individual
and/or representative capacity, hereinafter (the
"Indemnifiable Liabilities").
- and to immediately provide the Indemnified Parties with the
necessary financial support to cover and pay for all legal
fees and other expenses incurred by the Indemnified Parties in
connection with investigating or defending any such loss,
claim, damage, liability or action.
(b) Within ten (10) business days after receipt by an Indemnified Party
under this Agreement of notice of the commencement of any action, such
indemnified Party will, if a claim in respect thereof is to be made
against the Company under this Agreement, notify in writing the Company
of the commencement thereof ; but the omission to so notify the Company
will not relieve the Company from any liability under this Agreement so
long as the Company is
<PAGE>
not prejudiced by the failure to so notify. In case any such action is
brought against any Indemnified Party, and it notifies the Company of
the commencement thereof, the Company will cover all legal and other
expenses as described in a) above and will be entitled to participate
therein, and to the extent that it may wish, to directly assume its
defense thereof with counsel who shall be to the reasonable
satisfaction of such Indemnified Party. Anything in this subsection to
the contrary notwithstanding, the Company shall not be liable for any
settlement of any claim or action effected without its written consent,
provided, however, that such consent was not unreasonably withheld.
3. RELEASES
(a) The Company also acting on behalf of each of its subsidiaries
(including CM (UK), Unimedia, and Onyx) hereby knowingly, voluntary,
absolutely and unconditionally release and discharge Gassouline ,
AMassouline, Massouline, Diamond and Unimedia as well as each of their
respective attorneys, successors, and other legal representatives and
permitted assigns from any and all obligations arising under or
relating to the Unimedia Share Exchanges and/or the Reorganization
Agreement; and
(b) Gassouline, Massouline, AMassouline and Diamond hereby knowingly,
voluntary, absolutely and unconditionally release and discharge the
Company and each of its respective subsidiaries (including CM (UK),
Unimedia, and Onyx) as well as each of their respective attorneys,
successors, and other legal representatives and permitted assigns from
any and all obligations arising under or relating to the Unimedia Share
Exchanges and/or the Reorganization Agreement.
(c) The Company also acting on behalf of each of its subsidiaries
(including CM (UK), Unimedia, and Onyx) hereby knowingly, voluntary,
absolutely and unconditionally release and discharge each of
Gassouline, MAssouline, AMassouline and Diamond and each of their
respective subsidiaries affiliates, officers, directors, trustees,
shareholders, agents, employees, consultants, attorneys, successors and
other legal representatives and permitted assigns (both in their
official and individual capacities) from any and all obligations
claims, liabilities or what so ever nature (and whether actual,
contingent or otherwise, in connection with, arising from, or relating
to Gassouline's and / or Massouline and / or AMassouline's services as
an officer or director of any of the Companies until now .
4. MATERIAL BREACH
Notwithstanding anything contained herein, the claims stated in the Letters
shall not be deemed barred in the event of a material breach of any material
obligation by the Company. However, in the event of a failure, the Company will
have a 15 day period to remedy.
<PAGE>
5. OTHER CONSIDERATIONS
a) The parties expressly agree that neither this Agreement nor the
negotiations or proceedings leading up to this Agreement, nor any
consideration received pursuant to this Agreement, shall be taken to be
an admission of any kind by any party.
b) This Agreement shall be considered to have been jointly drafted and
shall not be construed against any party.
c) This Agreement shall inure to and shall be binding on all heirs,
successors and interests, assigns and legal representatives of the
parties.
d) By executing this Agreement, each party expressly acknowledges that it
has had the advice of counsel regarding the effect of the execution and
delivery of this Agreement, the releases and consequences of all of the
provisions of the Agreement and the releases.
e) Each party warrants that it is fully empowered and authorized to enter
into this Agreement and to perform and discharge the obligations
hereunder.
f) This Agreement may not be modified or amended except by an agreement in
writing signed by all parties. The parties may waive any of the
conditions contained herein or any of the obligations of any other
party hereunder, but any such waiver shall be effective if in writing,
signed by all parties of this Agreement.
g) Any headings, sections, paragraph numbers or other descriptions are
inserted in this Agreement for convenience only shall not control or
affect the meaning or construction of any of the provisions herein.
h) This Agreement constitutes the entire agreement among the parties
pertaining to the subject matter and supersedes all prior and
contemporaneous agreements and understandings of the parties, unless
expressly adopted and referred to in this Agreement.
i) For the convenience of the parties, this agreement may be executed in
one or more counterparts, each of which shall be deemed to be an
original, but all of which shall constitute the same binding agreement
of the parties.
j) This Agreement shall be governed by the laws of New York, without
regard to the choice of law provisions.
k) The Parties agree to execute any and all documents and to do and
perform any and all acts and things that are reasonably necessary or
proper to effectuate or further evidence the terms and provisions of
this Agreement.
l) Should it become necessary for any party to institute legal action to
enforce the terms and conditions of this Agreement, the successful
party will be awarded reasonable attorney's fees and costs at all trial
and appellate levels.
<PAGE>
The Company, the Indemnified Parties and the other undersigned as directors of
the Company, hereby enter into this Agreement effective as of the day and year
set forth above.
/s/ /s/
- -------------- --------------
STANLEY HOLLANDER STEPHEN KORNFELD
DIRECTOR DIRECTOR
/s/ /s/
- ------- ----------------
DAVID HO JEAN-FRANCOIS KLEIN
DIRECTOR DIRECTOR
/s/ /s/
- ------------------ -----------------
JEAN-PIERRE SOUVIRON CAPITAL MEDIA GROUP
DIRECTOR DIRECTOR
/s/ /s/
- -------------- --------------
GILLES ASSOULINE MICHEL ASSOULINE
/s/ /s/
- ------------------- ------------------
ANNE-MARIE ASSOULINE DIAMOND PRODUCTIONS
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This Schedule contains Summary Financial Information extracted from the
Company's Form 10-QSB for the quarter ended June 30, 1999 and is qualified in
its entirety by reference to such Financial Statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 359,166
<SECURITIES> 0
<RECEIVABLES> 1,472,265
<ALLOWANCES> 74,334
<INVENTORY> 39,963
<CURRENT-ASSETS> 1,970,005
<PP&E> 1,253,528<F1>
<DEPRECIATION> 0
<TOTAL-ASSETS> 5,918,610
<CURRENT-LIABILITIES> 28,195,091
<BONDS> 0
0
0
<COMMON> (22,678,958)
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 5,918,610
<SALES> 1,464,356
<TOTAL-REVENUES> 1,464,356
<CGS> 0
<TOTAL-COSTS> 5,126,743
<OTHER-EXPENSES> (95,214)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,982,571
<INCOME-PRETAX> (9,790,895)
<INCOME-TAX> 1,740
<INCOME-CONTINUING> (9,789,155)
<DISCONTINUED> (15,895)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (9,805,050)
<EPS-BASIC> (0.24)
<EPS-DILUTED> (0.24)
<FN>
<F1>Net of depreciation.
</FN>
</TABLE>
