<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the Quarterly Period Ended October 31, 2000 Commission File No. 0-15284
J2 COMMUNICATIONS
(Exact name of registrant as specified in its charter)
California 95-4053296
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
10850 Wilshire Blvd., Suite 1000
Los Angeles, California 90024
(Address of principal executive offices)
Registrant's telephone number: (310) 474-5252
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES [X] NO [ ]
As of December 8, 2000 the registrant had 1,353,015 shares of its common stock
outstanding.
<PAGE> 2
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
J2 COMMUNICATIONS AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
AS OF AS OF
OCT. 31, 2000 JUL. 31, 2000
------------- -------------
(UNAUDITED)
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 1,494,036 $ 1,883,750
Accounts receivable 64,337 6,580
Prepaid expenses and other current assets 22,980 22,214
----------- -----------
Total current assets 1,581,353 1,912,544
NON-CURRENT ASSETS
Fixed assets, net of accumulated depreciation 18,741 19,816
Intangible assets, net of accumulated amortization 3,116,154 3,176,154
Other assets 10,041 10,758
----------- -----------
Total non-current assets 3,144,936 3,206,728
----------- -----------
TOTAL ASSETS $ 4,726,289 $ 5,119,272
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 581,212 $ 291,567
Accrued expenses 348,702 374,692
Settlement payable 203,117 203,117
Stock appreciation rights payable 1,006,328 568,820
----------- -----------
TOTAL LIABILITIES 2,139,359 1,438,196
----------- -----------
SHAREHOLDERS' EQUITY
Preferred Stock, no par value, 2,000,000 shares
authorized, no shares issued and outstanding 0 0
Common Stock, no par value, 15,000,000 shares
authorized, 1,353,015 and 1,337,046 shares
issued, respectively 9,178,563 9,024,778
Less: Note receivable on common stock (139,940) (139,940)
Less: Treasury stock, at cost, 1,166 shares (1,603) (1,603)
Deficit (6,450,090) (5,202,159)
----------- -----------
TOTAL SHAREHOLDERS' EQUITY 2,586,930 3,681,076
----------- -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 4,726,289 $ 5,119,272
=========== ===========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
2
<PAGE> 3
J2 COMMUNICATIONS AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS
ENDED OCT. 31,
-----------------------------
2000 1999
----------- -----------
<S> <C> <C>
REVENUES
Trademark $ 132,473 $ 317,469
Video 8,573 4,453
Internet 29 0
----------- -----------
Total revenue 141,075 321,922
COSTS AND EXPENSES
Costs related to trademark revenue 11,298 4,628
Costs related to video revenue 2,815 878
Costs related to internet revenue 11,490 106,742
Amortization of intangible assets 60,000 60,000
Selling, general & administrative expenses 890,078 221,687
Stock appreciation rights expense 437,508 21,875
----------- -----------
Total costs and expenses 1,413,189 415,810
----------- -----------
OPERATING LOSS (1,272,114) (93,888)
OTHER INCOME/(EXPENSE)
Interest income 24,183 16,484
Minority interest in income of
consolidated subsidiary 0 (81,874)
----------- -----------
Total other income/(expense) 24,183 (65,390)
----------- -----------
LOSS BEFORE INCOME TAXES (1,247,931) (159,278)
Provision for income taxes 0 0
----------- -----------
NET LOSS ($1,247,931) ($ 159,278)
=========== ===========
Net loss per share - basic ($ 0.92) ($ 0.13)
=========== ===========
Weighted average number of common
shares - basic 1,349,589 1,234,379
=========== ===========
Net loss per share - diluted ($ 0.92) ($ 0.13)
=========== ===========
Weighted average number of common and
common equivalent shares - diluted 1,349,589 1,234,379
=========== ===========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
3
<PAGE> 4
J2 COMMUNICATIONS AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS
ENDED OCTOBER 31,
------------------------------
2000 1999
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ($1,247,931) ($ 159,278)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization 63,430 62,082
Stock appreciation rights expense 437,508 21,875
Minority interest in income of consolidated subsidiary 0 81,874
Stock issued for services 149,144 0
Changes in assets and liabilities:
(Increase)/decrease in accounts receivable (57,757) 6,643
Increase in prepaid expenses and
other current assets (766) (661)
Decrease/(increase) in other assets 717 (240)
Increase/(decrease) in accounts payable 289,645 (88,671)
Decrease in accrued expenses (25,990) (69,827)
----------- -----------
NET CASH AND CASH EQUIVALENTS
USED IN OPERATING ACTIVITIES (392,000) (146,203)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of fixed assets (2,355) 0
----------- -----------
NET CASH AND CASH EQUIVALENTS
USED IN INVESTING ACTIVITIES (2,355) 0
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Exercise of stock options 4,641 3,375
----------- -----------
NET CASH AND CASH EQUIVALENTS
PROVIDED BY FINANCING ACTIVITIES 4,641 3,375
----------- -----------
NET DECREASE IN CASH AND
AND CASH EQUIVALENTS (389,714) (142,828)
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 1,883,750 1,857,941
----------- -----------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 1,494,036 $ 1,715,113
=========== ===========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
4
<PAGE> 5
J2 COMMUNICATIONS AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial statements. Accordingly, they do not include all of the information
and disclosures required for annual financial statements. These financial
statements should be read in conjunction with the financial statements and
related footnotes for the year ended July 31, 2000 included in the J2
Communications ("Company" or "Registrant") annual report on Form 10-K for that
period.
In the opinion of the Company's management, all adjustments (consisting of
normal recurring accruals) necessary to present fairly the Company's financial
position as of October 31, 2000, and the results of operations and cash flows
for the three month periods ended October 31, 2000 and 1999 have been included.
The results of operations for the three month period ended October 31, 2000 are
not necessarily indicative of the results to be expected for the full fiscal
year. For further information, refer to the financial statements and related
footnotes included in the Company's annual report on Form 10-K for the year
ended July 31, 2000.
Certain amounts for the three month period ended October 31, 1999 have been
reclassified to conform to the presentation of the October 31, 2000 amounts.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in ITEM 2 - RECENT DEVELOPMENTS,
as of December 14, 2000, the Company is currently engaged in discussions with
Mr. Laikin regarding his notice and related matters. Management cannot predict
the outcome of these discussions at this time. However, if a change of control
results as part of these discussions, the significant contingent amounts due an
officer discussed in ITEM 11 - EXECUTIVE COMPENSATION of the Company's annual
report on Form 10-K for the year ended July 31, 2000 could be triggered which
would result in a net capital deficiency that raises substantial doubt about the
Company's ability to continue as a going concern. The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.
NOTE B - EARNINGS PER SHARE
Diluted earnings per share amounts are calculated using the treasury method and
are based upon the weighted average number of common and common equivalent
shares outstanding during the period. Common equivalent shares are excluded from
the computation in periods in which they would have an anti-dilutive effect. The
difference between basic and diluted earnings per share is solely attributable
to stock options, which are considered anti-dilutive when option exercise prices
exceed the weighted average market price per share of common stock during the
period. The following table shows the weighted average number of common and
common equivalent shares used in the calculation of basic and fully diluted
earnings per share:
5
<PAGE> 6
J2 COMMUNICATIONS AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE B - EARNINGS PER SHARE (CONTINUED)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
---------------------------------
OCT. 31, 2000 OCT. 31, 1999
------------- -------------
<S> <C> <C>
Weighted Average Number of Common Shares Outstanding 1,349,589 1,234,379
Weighted Average Number of Common Shares Assuming
Exercise of Dilutive Stock Options 0 0
--------- ---------
Fully Diluted Weighted Average Number of Common Shares 1,349,589 1,234,379
========= =========
</TABLE>
Options to purchase 114,000 and 181,167 common shares are not included in the
calculation of diluted earnings per share during the three months ended October
31, 2000 and 1999, respectively, because they are anti-dilutive.
NOTE C - SEGMENT INFORMATION
The Company operates in three business segments: licensing and exploitation of
the "National Lampoon" trademark and related properties, operation of the
nationallampoon.com website and video distribution. Segment operating
income/(loss) excludes the amortization of intangible assets, stock appreciation
rights costs, interest income, certain corporate expenses related to Recent
Developments and income taxes. Selling, general and administrative expenses not
specifically attributable to any segment have been allocated equally between the
trademark and internet segments. Summarized financial information for the three
and month periods ended October 31, 2000 and 1999 concerning the Company's
segments is as follows:
<TABLE>
<CAPTION>
Trademark Internet Video Total
--------- --------- --------- ----------
<S> <C> <C> <C> <C>
Three Months Ended October 31, 2000
Segment revenue $ 132,000 $ 0 $ 9,000 $ 141,000
Segment operating income/(loss) 3,000 (220,000) 6,000 (211,000)
Three Months Ended October 31, 1999
Segment revenue $ 318,000 $ 0 $ 4,000 $ 322,000
Segment operating income 75,000 (171,000) 3,000 (93,000)
</TABLE>
A reconciliation of segment operating loss to net income before income taxes for
the three month periods ended October 31, 2000 and 1999 is as follows:
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
------------------------------------
OCT. 31, 2000 OCT. 31, 1999
------------- --------------
<S> <C> <C>
Total segment operating loss ($ 211,000) ($ 93,000)
Amortization of intangible assets 60,000 60,000
Stock appreciation rights expense 438,000 22,000
Interest income (24,000) (16,000)
Corporate expenses incurred related to
Recent Developments 563,000 0
----------- -----------
Net loss before income taxes ($1,248,000) ($ 159,000)
=========== ===========
</TABLE>
6
<PAGE> 7
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND
RESULTS OF OPERATIONS
RECENT DEVELOPMENTS
In August 2000, the Company received a notice from Daniel Laikin, a
Director and member of a group purporting to own approximately 22.7% of the
Company's outstanding common stock seeking, among other things, a special
meeting of the Company's shareholders. At this meeting, Mr. Laikin intended to
nominate a slate of six directors with a view to replacing all of the Company's
existing directors.
Subsequent to this request, the Company has met on several occasions with
Mr. Laikin and his representatives. During the course of these meetings, the
Company and Mr. Laikin have discussed a number of ways in which Mr. Laikin might
increase his involvement in, and/or ownership of, the Company and assure that a
costly proxy solicitation and possible related litigation will be avoided. As of
December 14, 2000, no agreement to those ends has been reached.
RESULTS OF OPERATIONS
THE THREE MONTHS ENDED OCTOBER 31, 2000 VS. THE THREE MONTHS ENDED OCTOBER 31,
1999
For the quarter ended October 31, 2000 trademark revenues were
approximately $132,000 as compared to approximately $317,000 for the quarter
ended October 31, 1999. The decrease in trademark revenues of approximately 58%
resulted primarily from decreased revenue from the film "National Lampoon's
Animal House" that was partially offset by increased revenue from the film
"National Lampoon's The Don's Analyst."
Costs related to trademark revenue for the quarter ended October 31, 2000
increased to approximately $11,000 primarily due to third party royalties
associated with certain trademark revenues. Costs related to internet operations
(excluding selling, general and administrative expenses related to internet
operations) were approximately $11,000 during the quarter ended October 31,
2000. These costs include website development and maintenance, content creation
and third party hosting of the website. Costs related to internet operations
during the same period last year were approximately $107,000 reflecting various
start-up costs associated with the launch of the Company's website in October
1999. Amortization of intangible assets, the costs of the Company's acquisition
of the "National Lampoon" trademark, was $60,000 during each of the quarters
ended October 31, 2000 and 1999.
Selling, general and administrative costs increased to approximately
$890,000 during the quarter ended October 31, 2000 versus approximately $222,000
during the same period last year. This increase resulted primarily from
approximately $563,000 of expenses incurred by the Company relating to Mr.
Laikin's notice and subsequent discussions as discussed in "Recent Developments"
plus increased salaries and related expenses associated with the Company's
internet operations.
During the quarter ended October 31, 2000, the Company recorded an expense
of approximately $438,000 related to stock appreciation rights ("SARs") granted
to the Company's chief executive officer. This expense resulted from an increase
in the Company's stock price during the quarter that increased the amount
payable by the Company to the chief executive officer if he were to exercise
the outstanding SARs.
7
<PAGE> 8
Interest income during the quarter ended October 31, 2000 increased to
approximately $24,000 versus approximately $16,000 during the quarter ended
October 31, 1999. This increase resulted from an increase in cash and cash
equivalents held during the quarter versus the same period last year.
For the three months ended October 31, 2000, the Company had a net loss of
approximately $1,248,000, or $0.92 per share, versus a net loss of approximately
$159,000, or $0.13 per share, for the three months ended October 31, 1999. This
increased net loss resulted primarily from (i) the decrease in revenues of
approximately 56%, (ii) the expense of approximately $438,000 recorded by the
Company relating to outstanding SARs and (iii) the expenses of approximately
$563,000 incurred by the Company relating to Mr. Laikin's notice and subsequent
discussions as discussed in "Recent Developments." During the quarters ended
October 31, 2000 and 1999, the Company had no significant provision for income
taxes due to the utilization of deferred tax valuation allowances.
LIQUIDITY AND CAPITAL RESOURCES
The Company's principal source of working capital during the quarter ended
October 31, 2000 was trademark and related income. The Company's management
believes that its existing cash resources will be sufficient to fund its ongoing
operations for at least the next twelve months. However, unless the Company's
Internet revenues or revenues from other business activities significantly
increase during that period, the Company may need to raise additional capital to
continue to fund its current Internet operations or, in the alternative,
significantly reduce its Internet operations. There can be no assurance that the
Company will be able to raise such capital on reasonable terms, or at all.
In addition, in August 2000, the Company received a notice from Daniel
Laikin, a Director and member of a group purporting to own approximately 22.7%
of the Company's outstanding common stock seeking, among other things, a special
meeting of the Company's shareholders. At this meeting, Mr. Laikin intended to
nominate a slate of six directors with a view to replace all of the Company's
existing directors.
Subsequent to this request, the Company has met on several occasions with
Mr. Laikin and his representatives. During the course of these meetings, the
Company and Mr. Laikin have discussed a number of ways in which Mr. Laikin might
increase his involvement in, and/or ownership of, the Company and assure that a
costly proxy solicitation and possible related litigation will be avoided. As of
December 14, 2000, no agreement with respect to these issues has been reached.
If a change of control results as part of these discussions, significant
contingent amounts due an officer of the Company as discussed in ITEM 11. -
EXECUTIVE COMPENSATION of the Company's annual report on Form 10-K for the year
ended July 31, 2000 could be triggered which would result in a net capital
deficiency and the need for the Company to obtain additional capital. There can
be no assurance that the Company will be able to raise such capital on
reasonable terms, or at all.
For the three months ended October 31, 2000, the Company's net cash flow
used in its operating activities was approximately $392,000, a decrease of
approximately $246,000 versus approximately $146,000 of net cash flow used in
operating activities during the three months ended October 31, 1999. This
decrease results primarily from decreased trademark licensing income and
increased general and administrative expenses incurred during the quarter ended
October 31, 2000. At October 31, 2000, the Company had cash and cash equivalents
of approximately $1,494,000 as compared to approximately $1,884,000 at July 31,
2000.
8
<PAGE> 9
FUTURE COMMITMENTS
The Company does not have any material future commitments for capital
expenditures. However, the Company has and will continue to use its working
capital to fund its internet operations, although the Company has taken steps to
reduce the amount of expenditures related to these operations. From inception,
Internet operations have generated approximately $10,000 of revenue and resulted
in significant segment operating losses. Due to substantial competition among
companies with internet-based business strategies and the developing economics
of the internet in general, it is uncertain when, and if, the Company will be
able to generate revenues from its Internet operations sufficient to offset the
significant costs incurred to date and the ongoing costs that the Company
expects to incur in the future to support its Internet operations.
In connection with Mr. Laikin's notice and the subsequent discussions with
Mr. Laikin as discussed in LIQUIDITY AND CAPITAL RESOURCES, the Company has
retained various financial and legal advisers and, as of October 31, 2000, the
Company has incurred expenses of approximately $563,000 (of which $150,000 was
settled through the issuance of common stock) in connection with such advisers.
FORWARD-LOOKING STATEMENTS
The foregoing discussion, as well as the other sections of this Quarterly
Report on Form 10-Q, contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995 that reflect the Company's
current views with respect to future events and financial results.
Forward-looking statements usually include the verbs "anticipates," "believes,"
"estimates," "expects," "intends," "plans," "projects," "understands" and other
verbs suggesting uncertainty. The Company reminds shareholders that
forward-looking statements are merely predictions and therefore inherently
subject to uncertainties and other factors which could cause the actual results
to differ materially from the forward-looking statements. Potential factors that
could affect forward-looking statements include, among other things, the
Company's ability to identify, produce and complete projects that are successful
in the marketplace, to arrange financing, distribution and promotion for these
projects on favorable terms in various markets and to attract and retain
qualified personnel.
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
None.
9
<PAGE> 10
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBITS (NUMBERED IN ACCORDANCE WITH ITEM 601 OF REGULATION S-K)
3.1 Restated Articles of Incorporation of Registrant. (1)
3.2 Certificate of Amendment of Restated Articles of Incorporation
filed April 27, 1989. (2)
3.3 Certificate of Amendment of Restated Articles of Incorporation
filed July 14, 1993. (2)
3.4 Certificate of Amendment of Restated Articles of Incorporation
filed October 29, 1998. (3)
3.5 Bylaws of Registrant. (1)
3.6 Amendment to Bylaws of Registrant dated July 15, 1999. (4)
3.7 Amendment to Bylaws of Registrant dated August 18, 2000. (5)
27 Financial Data Schedule. (6)
---------------
(1) Incorporated by reference to Form S-1 filed on July 28, 1986 as
amended September 22, 1986 and October 2, 1986.
(2) Incorporated by reference to Form 10-K filed for the fiscal year
ended July 31, 2000.
(3) Incorporated by reference to Form 10-K filed for the fiscal year
ended July 31, 1998.
(4) Incorporated by reference to Form 8-K filed July 16, 1999.
(5) Incorporated by reference to Form 8-K filed August 22, 2000.
(6) Filed electronically with Securities and Exchange Commission,
omitted in copies distributed to shareholders or other persons.
(B) FORMS 8-K
None.
10
<PAGE> 11
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Date: December 14, 2000 J2 COMMUNICATIONS
By: /s/ Christopher M. Trunkey
-------------------------
Christopher M. Trunkey,
Chief Financial Officer
11
