U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 SEPTEMBER 30, 1998
[ ] TRANSITION REPORT UNDER SECTION 13
OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File No. 0-16355
----------------------------------
PRINCETON MEDIA GROUP, INC.
(Exact name of small business issuer as specified in its Charter)
Ontario, Canada 98-0082860
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
214 Brazilian Avenue, Suite 300, Palm Beach, Florida 33480
(Address of principal executive offices)
561/659-0121
-----------------------------------------
Securities registered under Section 12(b) of the Act: None.
Securities registered under Section 12(g) of the Exchange Act as of September
30, 1998: Common Stock, no par value.
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
YES [X] NO [ ]
The number of shares outstanding of the issuer's common stock, no par value,
as of November 14, 1998 was 4,178,722.
Transitional Small Business Disclosure Format (check one):
Yes [ ] No [ X ]
PRINCETON MEDIA GROUP, INC.
FORM 10-QSB
For the Quarterly Period Ended September 30, 1998
INDEX
Page
Number
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
All financial information is expressed in United States dollars.
INDEX TO FINANCIAL STATEMENTS
Consolidated Balance Sheet September 30, 1998
Consolidated Statements of Operations and Accumulated Deficit
for the Nine Months Ended September 30, 1998 and 1997
and for the Three Months Ended September 30, 1998 and 1997
Consolidated Statements of Cash Flows
for the Nine Months Ended September 30, 1998 and 1997
Notes to Consolidated Financial Statements
Item 2. Management's Discussion and Analysis
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
Signatures
<PAGE>
PRINCETON MEDIA GROUP, INC.
Consolidated Balance Sheet
September 30, 1998
(Unaudited)
<TABLE>
<S> <C>
Assets
Current assets
Cash $ 99,445
Accounts receivable, net 2,767,486
Marketable securities 17,080
Inventories 298,819
Prepaid expenses 24,574
Total current assets 3,207,404
Property and equipment, net 1,513,836
Deposits 101,488
Note receivable and accrued interest - related party, net of
allowance for bad debt of $1,014,651 -
Trademarks, copyrights and other intangibles, net 11,992,766
Total assets $ 16,815,494
Liabilities and Shareholders' Equity
Current liabilities
Accounts payable $ 3,345,663
Accrued expenses 439,739
Note payable 677,971
Borrowing under line of credit 500,000
Deferred revenue 913,767
Accrued interest 167,831
Current portion of long-term debt 1,184,089
Total current liabilities 7,229,060
Long-term debt, less current portion 7,970,550
Shareholders' equity:
Series A Preference Shares 28,923
Series C Preference Shares 739,696
Common Stock 21,297,070
Deficit (20,449,805)
Total shareholders' equity 1,615,884
Total liabilities and shareholders' equity $ 16,815,494
</TABLE>
See accompanying notes to consolidated financial statements.
PRINCETON MEDIA GROUP, INC.
Consolidated Statements of Operations and Accumulated Deficit
(Unaudited)
<TABLE>
Three Months Ended Nine Months Ended
September 30, September 30,
1998 1997 1998 1997
<S> <C> <C> <C> <C>
Distribution, circulation, and
other income $ 2,292,462 $2,943,220 $ 8,220,657 $ 7,532,988
Advertising income 637,450 852,474 2,046,185 2,259,517
Printing income 359,968 284,072 1,196,954 863,910
Net revenues 3,289,880 4,079,766 11,463,796 10,656,415
Cost of sales 2,856,558 2,879,051 8,971,763 7,782,283
Gross profit 433,322 1,200,715 2,492,033 2,874,132
Operating expenses 1,239,684 1,516,525 4,443,178 4,204,454
Loss from operations ( 806,362) ( 315,810) (1,951,145) (1,330,322)
Interest and other income 22,217 60,271 52,692 69,618
Interest and other expense ( 268,371) ( 254,938) ( 794,573) (727,826)
Bad debt expense (1,529,160) - (1,529,160) -
Writeoff of deferred acquisition costs (1,229,309) - (1,229,309) -
Loss on disposition of asset ( 25,866) - ( 26,168) -
Loss from continuing operations (3,836,851) ( 510,477) (5,477,663) (1,988,530)
Provision for income taxes - 111,862 - 111,862
Net loss (3,836,851) ( 622,339) (5,477,663) ( 2,100,392)
Accumulated deficit, beginning of period ( 16,612,954) (13,129,168) ( 14,972,142) (11,368,215)
Preferred stock dividend (Note 9) - ( 720,341) - ( 1,003,241)
Accumulated deficit, end of period ($20,449,805) ($14,471,848) ($20,449,805) ($14,471,848)
Basic and diluted loss per share ($ 0.93) ($.62) ($1.44) ($2.38)
See accompanying notes to consolidated financial statements.
</TABLE>
PRINCETON MEDIA GROUP, INC.
Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
Nine months ended September 30,
<S> <C> <C>
1998 1997
Cash flows from operating activities:
Net income (loss) $(5,477,663) $(2,100,392)
Adjustments to reconcile net loss
to net cash used in
operating activities
Depreciation 249,587 229,176
Amortization 288,091 281,446
Loss on disposition of assets 26,168 -
Bad debt expense 1,529,160 -
Writeoff of deferred acquisition costs 1,228,309 -
Interest on debenture conversion - ( 54,435)
Stock issued as payment for consulting, legal
settlement, and employee stock option plan 426,079 439,475
Changes in assets and liabilities:
(Increase) decrease in:
Accounts receivable ( 780,957) 560,446
Inventories 237,165 ( 72,576)
Prepaid expenses and deposits ( 54,429) 96,743
Deferred acquisition costs ( 191,969) -
Other assets - ( 157,400)
Accrued interest receivable ( 44,247) -
Increase (decrease)in:
Accounts payable 1,415,971 733,370
Accrued expenses 78,241 ( 565,871)
Income taxes payable - 104,400
Due to related party - ( 77,125)
Deferred revenue 23,109 187,016
Accrued interest payable 107,500 313,985
Net cash used in
operating activities ( 937,473) ( 81,742)
Cash flows from investing activities:
Capital expenditures ( 63,260) ( 206,072)
Proceeds on sale of assets 4,000 -
Investment in joint venture ( 25,866) -
Advances on note receivable - related party ( 686,387) -
Net cash used in
investing activities ( 771,513) ( 206,072)
(Continued)
Cash flows from financing activities:
Proceeds from issuance of common stock - 1,736,000
Proceeds from exercise of options on common stock 740,125 337,500
Proceeds remitted from stock sales in settlement of
convertible securities (Note 9) - (2,051,800)
Proceeds from note payable 1,750,000 620,000
Payments of long-term debt (1,177,507) ( 381,882)
Payments on line of credit ( 118,333) -
Net cash provided by
financing activities 1,194,285 259,818
Net increase (decrease) in cash ( 517,113) ( 27,996)
Cash, December 31, 1997 and 1996 616,558 630,163
Cash, September 30, 1998 and 1997 $ 99,445 $ 602,167
Supplemental disclosures of cash flow information:
1998 1997
Interest paid $ 687,073 $ 413,757
Income taxes paid $ - $ 7,462
Noncash investing and financing activities:
Common stock issued for consulting, legal settlement,
and employee stock option plan $ 426,079 $ 439,475
Common stock issued for capitalized
consulting services on acquisitions in process $ 457,696 $ 329,514
Common stock issued for accrued severance $ - $ 380,625
Common stock issued for accrued expense $ 1,781 $ -
Settlement of convertible preferred stock
and conversion of debentures $ - $ 4,638,046
Dividend adjustment - warrants $ - $ 507,012
Common stock issued for franchise rights $ - $ 25,000
Printing equipment acquired for note $ - $ 77,000
Trademarks acquired for advertising credits in
1998 of $100,000 and in 1997 of $300,000
And accrued expense of $100,000 $ 100,000 $ 400,000
</TABLE>
See accompanying notes to consolidated financial statements.
PRINCETON MEDIA GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Basis for Presentation
The accompanying unaudited interim financial statements consolidate the accounts
of Princeton Media Group, Inc. ("Princeton" or "PMG") and its wholly owned
subsidiaries. All significant intercompany transactions and balances have been
eliminated in consolidation. In the opinion of management, the accompanying
unaudited interim consolidated financial statements contain all adjustments
(consisting only of normal recurring accruals) necessary to present fairly the
financial position as of September 30, 1998 and the results of their operations
and their cash flows for the quarters ended September 30, 1998 and 1997 and for
the nine month periods ended September 30, 1998 and 1997. The results of
operations for the quarter ended September 30, 1998 and for the nine months
ended September 30, 1998 are not necessarily indicative of the results to be
expected for the full year. These statements should be read in conjunction with
the Company's annual report on Form 10-KSB for the year ended December 31, 1997.
Subsequent Events
As disclosed in report filed on Form 8-K filed with the SEC on November 3,
1998, the two wholly-owned subsidiaries of PMG and a wholly-owned subsidiary
of one of the subsidiaries are unable to meet current obligations as they
become due. Management of the Company has made extensive efforts over the
last several months to obtain sufficient financing to fund a plan of
restructuring that would improve cash flows and maintain operations of these
subsidiaries. Management determined that such financing was not obtainable
in the time necessary for operations to remain viable.
On October 27, 1998, Princeton Publishing, Inc. and Firestone Publishing, Inc.,
wholly-owned subsidiaries of Princeton Media Group, Inc., and Kingston Press,
Inc., a wholly-owned subsidiary of Princeton Publishing, Inc., each filed an
Assignment for the Benefit of Creditors (the Assignment(s)), a proceeding
governed under the laws of the State of Florida. The Assignments were filed
with the Court of the 11th Judicial Circuit in and for Miami-Dade County,
Florida on October 27, 1998. The Assignment proceeding gives creditors the
opportunity to file proofs of claims. The Assignments were filed in order to
expedite an orderly sale and disposition of the assets of the entities and pay
claims in order of priority.
The three companies filing the Assignments were in the publishing and printing
business. Their operations constituted all of the operations of the Company.
2. Deferred Acquisition Costs
Since inception of the publishing and printing operations of the Company with
two acquisitions in 1996, management has attempted to negotiate additional
acquisitions of businesses in publishing and related electronic media that would
enhance the printing and publishing operations. In early 1997, the Company
engaged an investment banking firm and received assurances the firm would be
able to locate financing for a group of acquisitions totaling up to $40
million. Extensive due diligence and negotiations proceeded with several
potential business acquisitions for over a year and a half. Costs included but
were not limited to legal expense, consultants for financing strategy and due
diligence, and related travel. The associated costs for the various projects
were recorded as deferred acquisition costs. As of the end of the third quarter
of 1998 these deferred costs totaled $1,228,309. The group of acquisitions
was to be financed at one time in a single financing package and deferred costs
were to be amortized over the appropriate life upon closing of the group
purchase. In the third quarter of 1998, the investment banking firm indicated
it no longer would be able to obtain financing. Management attempted to
negotiate but was unable to obtain alternative financing. At the end of the
third quarter of 1998, management determined it was unlikely acquisitions would
occur and the the full amount of $1,228,309 which was capitalized over a period
exceeding a year was written off to expense.
3. Revenue Recognition
The Company's accounting policy regarding revenue recognition is disclosed in
Form 10-KSB. Additionally, advertising revenue is recognized when the magazine
in which it appears is placed on sale.
4. Related Party Loan - Allowance for Doubtful Account
The Company made a loan to a company related by common directorship (see Item 5,
Other Information - Certain Relationships and Related Transactions). As of the
end of the third quarter of 1998 the loan totaled $970,404 with accrued interest
of $44,247. Due to the uncertainty of collection (as detailed in Item 5), the
entire loan amount and accrued interest in the total amount of $1,014,651 was
expensed as bad debt and a related allowance for doubtful account was recorded
in the third quarter of 1998.
5. Basic and Dilutive Loss Per Share
Net loss per share is computed using the weighted average number of shares of
common stock outstanding. Common equivalent shares from stock options and
warrants, and additional shares assuming the conversion of debentures and
preferred shares, are excluded from the computation as their effect is
antidilutive.
For the quarter and for the nine months ended September 30, 1998, cumulative
dividends of $11,000 and $33,000, respectively, related to preferred Series C
have been added to net loss in the loss per share computation.
The following table sets forth the computation of basic and diluted loss per
share as of September 30, 1998 and 1997:
1998 1997
Net loss $(5,477,663) $(2,100,392)
Preferred dividends - Series C ( 33,000) ( 33,000)
Preferred dividends - Series E - ( 366,493)
Deemed dividends - (1,003,241)
Net loss for computation of earnings $(5,510,663) $(3,503,126)
Weighted average common shares outstanding 3,834,303 1,473,348
Basic and diluted loss per share: $( 1.44) $( 2.38)
6. Accounts Receivable
Accounts receivable at September 30, 1998 consisted of the following:
Accounts receivable, gross $7,362,578
Less: allowance for returns and miscellaneous charges (4,071,605)
Less: allowance for doubtful accounts ( 523,487)
Total accounts receivable, net $2,767,486
7. Inventories
Inventories at September 30, 1998 consisted of the following:
Paper $107,932
Ink 16,828
Work in process 174,059
Total inventories $298,819
8. Property and equipment
Property and equipment as of September 30, 1998 consisted of the following
assets, all depreciated using the straight-line method over the estimated useful
lives of the assets which range from five to seven years:
Printing equipment $1,976,121
Computer equipment 177,432
Office furniture and equipment 122,879
Total property and equipment, cost 2,276,432
Less accumulated depreciation ( 762,596)
Total property and equipment, net $1,513,836
9. Trademarks, copyrights and other intangibles
Trademarks, copyrights and other intangibles at September 30, 1998, consist of
the following:
Trademarks and copyrights $12,744,187
Organizational costs 34,387
Franchise rights 57,140
Total intangibles, cost 12,835,714
Less accumulated amortization ( 842,948)
Trademarks, copyrights, and
other intangibles, net $11,992,766
The Company has examined trademarks and copyrights of magazines published as to
any impairment of value in light of the Assignments on October 27, 1998
(See Note 1). The Assignee's responsibility is to sell or otherwise dispose of
the assets on a timely basis. Management concludes that if the magazines are
sold or distributed to secured parties on a timely basis and publication of the
magazines continues with minimal interruption, value of the trademarks and
copyrights will be maintained. As of the date of this report, management does
not feel there is any basis for recording impairment of value, if any.
10. Long - term debt
Long-term debt at September 30, 1998 consisted of the following:
Note payable - First Seller $5,000,000
Note payable - Second Seller 3,720,037
Note payable 158,149
Note payable 250,000
Capital lease obligations 26,453
Total long-term debt 9,154,639
Less current portion (1,184,089)
Total long-term debt, net of current portion $7,970,550
11. Change in common shares for the nine months ended September 30, 1998 was as
follows:
Shares Amount
Balance at December 31, 1997 3,361,623 $19,671,389
Common shares issued -
In employee stock option plan 8,289 14,506
To consultants in operations 107,300 411,573
To consultants in capital acquisitions 228,510 457,696
For accrued consulting expense 1,000 1,781
In exercise of stock options by consultants 471,000 740,125
Balance at September 30, 1998 4,177,722 $21,297,070
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Forward-looking Statements
Statements contained in this Form 10-QSB regarding the Company's future
prospects or profitability constitute forward-looking statements and as such,
must be considered with caution and with the understanding that various factors
could cause actual results to differ materially from those in such
forward-looking statements. Such factors include but are not limited to changes
in revenues from distribution, advertising and subscriptions, changes in costs
of materials and operations, and failure of pending or anticipated acquisitions
to be consummated.
General
Through the end of the nine months ended September 30, 1998, the Company through
its wholly-owned subsidiaries, Princeton Publishing, Inc. and Firestone
Publishing, Inc. was engaged in the publishing, printing, and distribution of
approximately 25 periodical consumer lifestyle magazines. The Princeton and
Firestone editorial staffs were in Miami. Previously the Princeton editorial
staff was in New York City. The Company consolidated its entire editorial
production team in the Miami office beginning in April, 1998 and completed the
transition by the end of the second quarter. Several key employees continued to
operate in the New York office in the areas of circulation, promotion, and
development. Kingston Press, Inc., a wholly-owned subsidiary of Princeton,
leased and maintains a printing plant in Sussex, Wisconsin. The plant was used
for the printing of the Company's magazines and to do printing work for third
parties on a contract basis. The Company's executive offices are located in
Palm Beach, Florida.
Subsequent Events
The two wholly-owned subsidiaries of PMG and a wholly-owned subsidiary of one of
the subsidiaries were unable to meet current obligations as they became due.
Management of the Company has made extensive efforts over the last several
months to obtain sufficient financing to fund a plan of restructuring that
would improve cash flows and maintain operations of these subsidiaries.
Management determined that such financing was not obtainable in the time
necessary for operations to remain viable.
The Company was engaged in niche magazine publishing. This segment of the
magazine publishing industry relies heavily on rack sales for circulation and on
impulse buyers that purchase product through rack sales. Management has been
aware of a large decrease in rack sales outlets over the last several years.
The decline in rack distribution has perpetuated a related decline in adver-
tising revenue in these rack-sales-dependent publications. Management had
attempted to offset declines in this area of revenue through acquisitions in
other related and complementary segments of the media industry including the
Internet and other electronic media areas. Management felt investment in
electronic media entities would also produce advertising revenue for the
publishing segment of the business. Management was unable to effectuate such
acquisitions rapidly enough to offset the declines in the printing and
publishing segments of operations.
On October 27, 1998, Princeton Publishing, Inc. and Firestone Publishing, Inc.,
wholly-owned subsidiaries of Princeton Media Group, Inc., and Kingston Press,
Inc., a wholly-owned subsidiary of Princeton Publishing, Inc., each filed an
Assignment for the Benefit of Creditors (The Assignment(s)), a proceeding
governed under the laws of the State of Florida. The Assignments were filed
with the Court of the 11th Judicial Circuit in and for Miami-Dade County,
Florida on October 27, 1998. The Assignment proceeding gives creditors the
opportunity to file proofs of claims. The Assignments were filed in order to
expedite an orderly sale and disposition of the assets of the entities and
pay claims in order of priority.
Year 2000 Reporting
On August 4, 1998, the SEC issued expanded requirements for disclosure regarding
the international computer programming problems whereby certain computer
programs will not be able to properly recognize the date in the year 2000.
Management believes the Company has no material exposure from the year 2000
problem. The Company s management information systems department reports that
because the Company s system was originally designed to be unaffected by year
2000 problem, the Company has no exposure to the problem within its own system.
The Company has consulted major vendors and suppliers whose non-compliance with
correction of the problem could cause material damage to the Company and has
determined that such vendors and suppliers have plans in place that will
circumvent year 2000 problems that could affect the Company.
Results of Operations
During the year ended December 31, 1996, the Company completed a fundamental
change in its course of business and now focuses entirely on publishing,
printing and related media. This refocus was accomplished by management by the
purchase of two major businesses with extensive and time-proven histories in the
printed media industry. These two businesses had operating histories of
twenty-two years and twenty-five years, respectively, and included one title
continually published for forty years and another for twenty-five years.
The nine month period ended September 30, 1998 compared to the nine month period
ended September 30, 1997:
Revenues for the nine month period ended September 30, 1998 amounted to
$11,463,796 compared to $10,656,415 for the nine month period ended September
30, 1997. The increase of $807,381 is due to an increase in distribution and
circulation income of $687,669 and an increase in printing income of $333,044
and offset by a decrease of $213,332 in advertising revenue over the same period
in the prior year. The distribution increase is partly due to several new
successful magazines and partly due to improved performance of existing
publications. The printing income increase is due to additional printing
contracts to increase the utilization of the printing plant to nearly 100%.
Costs and expenses of revenues for the nine month period ended September 30,
1998 were $13,414,941 compared to $11,986,737 for the nine month period ended
September 30, 1997. The increase of $1,428,204 was primarily due to increase in
paper costs, increased cost for outsourcing color separations to improve quality
of publications, increase in payroll cost for additional and higher level
personnel, and one-time costs associated with consolidation of editorial
operations in the Company's Miami office. The consolidation of the editorial
production to the Miami office began in the first quarter of 1998 and was
completed in the second quarter of 1998.
Other expenses in the nine months ended September 30, 1998, included writeoff of
deferred acquisition costs of $1,229,309 (see Note 2 of the financial
statements) and bad debt expense of $1,529,160 (see Note 4 of the financial
statements.) There were no equivalent expenses in the same period of the prior
year.
Net loss for the nine months ended September 30, 1998 was $5,477,663 which
represents an increase of $3,377,271 from the net loss of $2,100,392 for the
nine month period ended September 30, 1997. The increase in net loss is
primarily due to the nonrecurring writeoff of deferred acquisition costs and bad
debt expense which combined total $2,758,469.
Monthly interest payments of approximately $43,000 are due under a $5 million
promissory note executed upon acquisition of the publishing assets acquired
March 29, 1996 and monthly payments of approximately $113,000 are due under a
$4.4 million promissory note executed upon acquisition of the publishing assets
acquired September 6, 1996.
Liquidity and Capital Resources
During the nine month period ended September 30, 1998, $794,573 in interest
expense was charged to operations compared to $727,826 in interest expense for
the nine month period ended September 30, 1997. The interest expense was
accrued primarily pursuant to two promissory notes delivered by Princeton and
Firestone in connection with the purchases of the magazine publishing assets in
March and September of 1996.
Liquidity and capital resources are discussed in three broad categories:
operating activities, investing activities and financing activities.
Cash decreased $517,113 to $99,445 at September 30, 1998 from $616,558 at
December 31, 1997. Net cash used in operating activities was $939,885 during
the nine month period ended September 30, 1998 compared to cash used by
operating activities of $81,742 during the nine month period ended September 30,
1997. The increase of $858,143 in net cash used in operating activities in the
nine month period of 1998 compared to the same period of 1997 occurred primarily
due to increase in paper costs, increased cost for outsourcing color separations
to improve quality of publications, increase in payroll cost for additional and
higher level personnel, and one-time costs associated with consolidation of
editorial operations in the Company's Miami office.
During the nine month period ended September 30, 1998, net cash used in invest-
ing activities was $771,513 compared with $206,072 used in investing activities
during the nine month period ended September 30, 1997. The increase is
primarily due to advances to an affiliated company on a note receivable. (See
Item 5, Other Information - Certain Relationships and Related Transactions.)
During the nine month period ended September 30, 1998, net cash provided by
financing activities was $1,194,285 representing an increase of $934,467 from
net cash provided by financing activities of $259,818 during the nine month
period ended September 30, 1997. In the first nine months of 1997 cash was
provided from issuance of common stock and borrowing on a line of credit. In
the nine months of 1998 cash provided by financing activities was from proceeds
from notes payable and exercise of stock options. The major use of the proceeds
from exercise of stock options was for advances on a note receivable to an
affiliated company. (See Item 5, Other Information - Certain Relationships and
Related Transactions.) Cash used in financing activities was primarily for
payment of long-term debt and on the line of credit.
As of October 27, 1998, the Company discontinued the operations of the
businesses acquired during 1996. Management is pursuing an acquisition of a
profitable business or group of businesses to restore shareholder value.
PART II. OTHER INFORMATION
Item 1: Legal Proceedings
Jennifer Fain filed suit against the Company and its subsidiary, Firestone
Publishing, Inc., on April 17, 1998 in the Superior Court of Cobb County,
Georgia seeking compensatory damages in the amount of $2,500,000, exemplary
damages in the amount of $2,500,000, costs, and other unspecified relief for
alleged publication of material without consent. The Company is vigorously
defending itself in this litigation, and management anticipates that if any
damages are awarded to the plaintiff, the amount of such damages will be
substantially lower than the amount sought.
Item 5: Other Information.
Certain Relationships and Related Transactions
During the third quarter of 1998, the Company loaned a total of $83,401 to
Celebrity Entertainment, Inc. ("Celebrity"), whose President and a director
is James J. McNamara, Chairman of the Company. This amount was in addition to
funds loaned by the Company to Celebrity during the first two quarters of 1998
totaling $602,986 and during 1997 totaling $284,017. All of such amounts loaned
remain outstanding. The total amount outstanding as of September 30, 1998 was
$970,404. Accrued interest as of September 30, 1998, totaled $44,247. The loan
to Celebrity accrues interest at prime rate, which was 8.5% as of September 30,
1998, and is payable on demand. The loan was unsecured as of September 30,
1998. Celebrity has agreed to secure the repayment of the loan by a mortgage on
oil and gas operations owned by Celebrity in Texas with a book value of approxi-
mately $1,200,000. The mortgage would be subordinate to prior obligations of
approximately $300,000 payable over the next 18 months. Celebrity's financial
condition is such that there is a substantial question whether Celebrity
would be able to repay the loan. Moreover, there is no assurance that a fore-
closure proceeding on the oil and gas operations would render sufficient
proceeds to repay the loan in full. In addition, there is no assurance that
Celebrity will be able to finance additional production-related activity on the
oil and gas lease property. In the third quarter the Company recorded bad debt
expense and allowance for doubtful accounts in the full amount of the loan and
related accrued interest of $1,014,651 due to the uncertainty of collection.
The loan has been guaranteed by Mr. McNamara to the extent of amounts owing by
Mr. McNamara to Celebrity.
During the third quarter of 1998, Celebrity loaned a total of $10,806 to
Mr. McNamara. Celebrity had previously loaned an aggregate of $686,112 to
Mr. McNamara during 1997 and the first two quarters of 1998, most of which
amounts remain outstanding. The total amount owed by Mr. McNamara to Celebrity
as of September 30, 1998 was $696,918. The loan from Celebrity to Mr. McNamara
accrues interest at prime rate, which was 8.5% as of September 30, 1998 and is
payable on demand. The loan to Mr. McNamara is unsecured.
The funds used by the Company to make the above-described loan were the proceeds
from the exercise of stock options issued by the Company to an entity wholly
controlled by J. William Metzger, the only other director of Celebrity, as
compensation for consulting services rendered to the Company by Mr. Metzger
during the nine months ended September 30, 1998.
Item 6: Exhibits and Reports on Form 8-K.
Exhibit 27.2 Form 8-K regarding assignment of subsidiaries, filed on November
3, 1998, File No.0-16355, incorporated herein by reference.
SIGNATURES
In accordance with Section 13 and 15 (d) of the Exchange Act of 1934, the
Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Date: November 16, 1998
PRINCETON MEDIA GROUP, INC.
/s/James J. McNamara
James J. McNamara,
Chairman of the Board and
and Acting Chief Executive Officer
<TABLE> <S> <C>
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