<PAGE> 1
U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-QSB
/X/ QUARTERLY REPORT UNDER SECTION 13 OF 14(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For quarterly period ended August 31, 1996
---------------
/ / TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from to
-------------- ---------------
Commission file number 0-21634
METRO GLOBAL MEDIA, INC.
-----------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
<TABLE>
<S> <C>
Florida 65-0025871
- -------------------------------------------------------------- ---------------------------------
(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)
</TABLE>
1060 PARK AVENUE, CRANSTON, RHODE ISLAND 02910
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(Address of principal executive offices)
(401)942-7876
---------------------------
(Issuer's telephone number)
South Pointe Enterprises, Inc.,
----------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
year)
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
- --
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12,13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by court. Yes No
--- ----
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: 3,518,034
<PAGE> 2
PART I - FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
Balance Sheets F-1
Statements of Income F-2
Statements of Cash Flows F-3
Notes to Consolidated Financial Statements F-5 & F-6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED AUGUST 31, 1996 VERSUS THREE
MONTHS ENDED AUGUST 31, 1995.
The Company's revenues decreased $603,059 to $4,388,412, for the three months
ended August 31, 1996. This represents a 12.1% decrease from revenues of
$4,991,471 for the three months ended August 31, 1995. Revenues consist
principally of sales of prerecorded videocassettes, magazines, electronic
software products and related items. Lower revenues were primarily a result of
the significant reduction in new feature releases during the quarter ended
August 31, 1996, to 12 new feature releases as compared to 29 for the same
period a year ago. This represents a 59% decrease in new feature titles
released during the quarter ended August 31, 1996, as compared to the same
period in fiscal 1995. The reason for the decrease in new releases was the
complete reorganization and restructuring of the Company's west coast
operation. Management felt it was necessary to restructure this operation to
gain better control and provide the foundation necessary to support the
Company's growth plans. In order to effectively accomplish this, it was
decided that it was necessary to drastically reduce the new release schedule to
allow the new west coast operation's management to get acclimated as quickly as
possible. Those films and videos that were originally scheduled to be released
during the quarter ended August 31, 1996, and were held back, will be added to
the release schedules for the remaining three quarters of fiscal 1997.
Additionally, revenues for the quarter ended August 31, 1995 reflected sales of
the company's Virtual Valerie II interactive CD-ROM game released in August of
1995 which were reduced by approximately $185,000 in the quarter ended August
31, 1996.
Costs of revenues (including amortization of film costs) for the three month
period ended August 31, 1996 decreased to $2,813,392 from $3,072,304 for the
corresponding period in the prior year. Costs of revenues as a percentage of
revenues in the first quarter of fiscal 1997 was 64.1% as compared to 61.5% in
the first quarter of fiscal 1996. The primary reason for this increase in the
cost of revenue percentage was because the Company continued to incur fixed
costs which represented a larger portion of total costs and which were
unfavorably impacted by the reduction in revenue as explained above.
Selling, general and administrative (SG&A) expenses for the three months ended
August 31, 1996, increased 1.9% to $1,597,640 from $1,567,845 for the three
months ended August 31, 1995 due to increases in advertising, depreciation,
freight, and professional fees which were partially offset by reductions in
payroll costs. Selling, general, and administrative expenses, as a percentage
of revenue, increased to 36.4% in 1996 as compared to 31.4% in the three months
ended August 31, 1995 due to the aforementioned decrease in revenue.
Operating loss for the three month period ended August 31, 1996 was $(22,620)
as compared to operating income of $351,322 for the corresponding period in the
prior year. Net income (loss) for the fiscal quarters ended August 31, 1996
and 1995 were $(41,245) and $193,151 respectively, resulting in earnings/loss
per share of ($.01) for the quarter ended August 31, 1996 and $.08 for the
quarter ended August 31, 1995.
<PAGE> 3
LIQUIDITY AND CAPITAL RESOURCES AT AUGUST 31, 1996
At August 31, 1996, the Company had $361,554 in cash compared to $360,671 in
cash at May 31 1996. Working capital decreased by 11% to $2,958,490 at August
31, 1996 from $3,332,590 at May 31, 1996, primarily as a result of the
reduction in accounts receivable discussed below.
Cash Flows from Operating Activities: Net cash of $568,010 was provided by
operating activities for the three months ended August 31, 1996, whereas net
cash of $452,817 was used by operations for the same period in the prior fiscal
year. Net accounts receivable decreased $300,724, or 9.4% and inventory
increased $5,125 from May 31, 1996. The large decrease in net accounts
receivable is a result of the lower sales for the quarter ended August 31, 1996
and reflects the Company's management implementation of programs with respect
to payment terms on accounts receivable, to increase cash flow from operations.
Of Metro Inc.'s (formerly North Star) total accounts receivable at August 31,
1996, $749,341 was owed by Capital Video Corporation ("CVC"), a chain of retail
video stores of which certain affiliates of the Company are shareholders, as
compared to $662,807 at May 31, 1996. Metro, Inc. (formerly North Star) has
perfected interest in the inventory of CVC and the personal guaranties of its
two shareholders and the spouse of one of its shareholders. Accordingly, no
allowance for related party receivables and no related party bad debt expense
has been recorded in the Company's financial statements.
Cash Flows from Financing Activities: Cash flows from financing activities
during the first quarter of fiscal 1997 and 1996 resulted from borrowings from
finance companies, capital leases, repayments of such borrowings and leases.
Proceeds from borrowings were $482,311 and were primarily due to the line of
credit agreement entered into with a finance company in June, 1995.
Proceeds from borrowings were used for working capital need and to fund
production of new videos and films to be released later in this fiscal year.
During the three months ended August 31, 1996, 12 of these videos were
completed and released and the company entered into 12 new production
agreements. The completion of the 40 outstanding videos in work-in-process
will require approximately $900,000 to $1,000,000. Financing for these
activities will be generated through earnings and profits in the future.
Cash Used in Investing Activities: Net cash used for investing activities was
$527,420 for the quarter ended August 31, 1996, compared to $764,153 for the
prior year. Cash was invested in motion pictures and other films
(entertainment programming expansion) as discussed above, in leasehold
improvements, and in duplicating and editing equipment for the Company's
California operations.
Management is continuing to negotiate a new financing arrangement with its line
of credit lenders. Upon the completion of these negotiations, the Company
anticipates that it will have increased funds available for its use at a lower
cost.
Management believes that funds provided by operations and existing lines of
credit are adequate to meet the anticipated short-term and long-term capital
needs. Management believes that inflation has not had a material effect on its
operations.
<PAGE> 4
LIQUIDITY AND CAPITAL RESOURCES AT AUGUST 31, 1996 (CONTINUED)
Subsequent Event
In August, 1996, the Company acquired the option to purchase all of the
operating subsidiaries of Phantasm Holdings, BV of Holland, one of the largest
distributors of adult entertainment products in Europe. Under the terms of the
Option Agreement, the Company has the option to acquire, at any time prior to
July 31, 1999, the stock of Phantasm Video Productions, B.V. Holland, Malabo
Video Productions GmbH of Germany, and Phantasm Video Productions SARL of
France, at a purchase price to be determined based on a multiple of earnings of
these companies for the two years prior to the date of exercise of the option.
To preserve the option the Company will be required to pay a $200,000 fee for
the option that will be due and payable on or about August, 1997.
<PAGE> 5
METRO GLOBAL MEDIA, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
Assets
------
For the three For the
months ended year ended
August 31, May 31,
1996 1996
(Unaudited) (Audited)
--------- ---------
<S> <C> <C>
Current assets:
- --------------
Cash $ 361,554 $ 360,671
Accounts receivable, net 2,909,455 3,210,179
Inventory 4,051,649 4,046,524
Prepaid expenses and other current assets 157,521 102,193
Deferred income taxes 78,500 78,500
----------- -----------
Total current assets 7,558,679 7,798,067
--------------------
Motion pictures and other films at cost, less accumulated
amortization of $4,536,944 and $4,377,661, respectively 3,004,150 2,658,382
Property and equipment at cost, less accumulated depreciation
and amortization of $1,038,136 and $970,433, respectively 1,420,581 1,463,059
Other assets 369,261 289,731
----------- -----------
Total assets $12,352,671 $12,209,239
------------ =========== ===========
Liabilities and Shareholders' Equity
------------------------------------
Current liabilities:
- -------------------
Current portion of long-term debt $ 626,406 $ 657,277
Current portion of capital lease obligations 140,511 128,063
Accounts payable and accrued expenses 3,646,244 3,403,694
Income taxes payable 187,028 276,443
----------- -----------
Total current liabilities 4,600,189 4,465,477
------------------------- ----------- -----------
Other liabilities:
- -----------------
Long-term debt, less current portion 609,744 626,847
Capital lease obligations, less current portion 299,844 304,017
Deferred income taxes 42,000 42,000
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Total other liabilities 951,588 972,864
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Commitments and contingencies
Total liabilities 5,551,777 5,438,341
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Shareholder's equity:
- --------------------
Common stock, $.0001 par value; authorized 10,000,000 shares;
issued and outstanding, 3,428,034 and 3,408,034 shares, respectively 343 341
Additional paid-in capital 5,231,596 5,179,098
Unearned compensation (25,000) (43,750)
Retained earnings 1,593,955 1,635,209
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Total shareholders' equity 6,800,894 6,770,898
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Total liabilities and shareholders' equity $12,352,671 $12,209,239
------------------------------------------ =========== ===========
</TABLE>
See notes to consolidated financial statements
F-1
<PAGE> 6
METRO GLOBAL MEDIA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Three months ended
August 31, August 31,
1996 1995
(Unaudited) (Unaudited)
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<S> <C> <C>
Revenues $4,388,412 $4,991,471
Costs of revenues, including amortization of motion pictures
and other films 2,813,392 3,072,304
---------- ----------
1,575,020 1,919,167
Selling, general and administrative expenses 1,597,640 1,567,845
---------- ----------
Income (loss) from operations (22,620) 351,322
-----------------------------
Other income (expense), net (49,740) (19,800)
--------- ---------
Income (loss) before income taxes (72,360) 331,522
---------------------------------
Income tax expense: (31,115) 138,371
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Net income (loss) $ (41,245) $ 193,151
---------------- ========= ==========
Net income (loss) per common and common equivalent
share primary $ (0.01) $ .08
========= ==========
Weighted average number of shares outstanding 3,613,379 2,141,388
</TABLE>
See notes to consolidated financial statements.
F-2
<PAGE> 7
METRO GLOBAL MEDIA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
August 31, August 31,
1996 1995
(Unaudited) (Unaudited)
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<S> <C> <C>
Cash flows from (used by) operating activities:
- ----------------------------------------------
Net income $(41,245) $ 193,151
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Adjustments to reconcile net income to net cash
provided (used) by operating activities:
Depreciation and amortization 226,987 435,752
Amortization of unearned compensation 18,750 18,750
Consulting services for common stock - 51,413
Gain on disposal of asset (2,857) -
(Increase) decrease in assets:
Accounts receivable 300,724 (471,340)
Inventory (5,125) (398,487)
Prepaid expenses and other current assets (55,328) 10,763
Deferred income taxes - 111,960
Other assets (27,030) (15,473)
Increase (decrease) in liabilities:
Accounts payable and accrued expenses 242,549 (334,389)
Income taxes payable (89,415) (54,917)
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Total adjustments 609,255 (645,968)
----------------- --------- ----------
Net cash provided (used) by operating activities 568,010 (452,817)
------------------------------------------------ --------- ----------
Cash flows from (used by) financing activities:
- ----------------------------------------------
Proceeds from the issuance of common stock - 725,375
Increase in notes payable - 711,376
Proceeds from capital leases 40,784 -
Payments on notes payable (47,973) -
Payments on capital leases (32,518) (178,633)
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Net cash provided (used) by financing activities (39,707) 1,258,118
------------------------------------------------ -------- -----------
Cash flows from (used by) investing activities:
- ----------------------------------------------
Investments in motion pictures and other films (505,051) (624,299)
Purchase of property and equipment (22,369) (139,854)
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Net cash used by investing activities (527,420) (764,153)
-------------------------------------- -------- ----------
Increase in cash 883 41,148
----------------
Cash, beginning of period 360,671 67,057
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Cash, end of period $361,554 $ 108,205
======== ==========
</TABLE>
See notes to consolidated financial statements.
F-3
<PAGE> 8
METRO GLOBAL MEDIA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
<TABLE>
<CAPTION>
Three months ended
August 31, August 31,
1996 1995
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Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $47,205 $62,959
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Income taxes $58,300 $ -
======= =======
</TABLE>
See notes to consolidated financial statements.
F-4
<PAGE> 9
METRO GLOBAL MEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 31, 1996 AND 1995
(UNAUDITED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Consolidation
The consolidated financial statements include the accounts of Metro Global
Media, Inc. ("Metro Global") and its wholly-owned subsidiaries (collectively
the "Company"). All intercompany balances and transactions have been
eliminated in consolidation.
Financial Statements
The interim financial statements are prepared pursuant to the requirements for
reporting on Form 10-QSB. The May 31, 1996 balance sheet data was derived
from audited financial statements but does not include all disclosures required
by generally accepted accounting principles. The interim financial information
included herein is unaudited; however, such information reflects all
adjustments (consisting solely of normal recurring adjustments) that are, in
the opinion of management, necessary to a fair presentation of the financial
position, results of operation, and changes in financial position for the
interim periods. The interim financial statements and notes thereto should be
read in conjunction with the financial statements and notes included in the
Company's latest annual report. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted. The current
period results of operations are not necessarily indicative of results which
ultimately will be reported for the full year ending May 31, 1997.
Earnings Per Share (EPS)
Earnings per common and common equivalent share are based on the average number
of common shares outstanding during each period, assuming exercise of all
options have exercise prices less than the average market price of the common
stock using the treasury stock method. Fully diluted computations reflect the
additional dilutive effect of using period-end prices under the treasury stock
method.
The weighted average number of common shares and common stock equivalent shares
utilized in computing earnings per share were 3,613,379 and 2,383,922 for
primary and fully diluted earnings per share for the quarters ended August 31,
1996 and 1995 respectively.
Notes Payable
During June, 1995, Metro, Inc. entered into a line of credit agreement with a
finance company. Under the agreement, Metro, Inc. may borrow up to 70% of
assigned accounts receivable less than 90 days old, up to a maximum of
$750,000. The balance due under the line of credit bears interest at the prime
rate plus 6% per annum. In addition, Metro, Inc. shall pay the finance company
a collateral management or notification fee equal to 3/4 of 1% of sales
submitted to the finance company for inclusion in the net security value of
accounts receivable, but no more than $7,500 per month. The outstanding
balance under the line is secured by accounts receivable of Metro, Inc and
guaranties of the Company and certain officers/shareholders. The line of
credit expires during June, 1997. As of August 31, 1996, the balance on the
line of credit was $482,311.
F-5
<PAGE> 10
METRO GLOBAL MEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AUGUST 31, 1996 AND 1995
(UNAUDITED)
Subsequent Event
In August, 1996, the Company acquired the option to purchase all of the
operating subsidiaries of Phantasm Holdings, BV of Holland, one of the largest
distributors of adult entertainment products in Europe. Under the terms of the
Option Agreement, the Company has the option to acquire, at any time prior to
July 31, 1999, the stock of Phantasm Video Productions, B.V. Holland, Malabo
Video Productions GmbH of Germany, and Phantasm Video Productions SARL of
France, at a purchase price to be determined based on a multiple of earnings of
these companies for the two years prior to the date of exercise of the option.
To preserve the option the Company will be required to pay a $200,000 fee for
the option that will be due and payable on or about August, 1997.
F-6
<PAGE> 11
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
See discussion under "Management" set forth in the registrant's
Notice of Meeting and Proxy Statement dated October 7, 1996 and
filed with the Securities and Exchange commission on October 15,
1996 and incorporated herein by reference.
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
99.1 Excerpts from the Notice of Meeting and Proxy Statement of
the registrant dated October 7, 1996 and filed with the
commission on October 15, 1996.
(b) REPORTS ON FORM 8-K
No reports on Form 8-K were filed during the quarter for which this
report is filed.
<PAGE> 12
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be singed on its behalf by the
undersigned, thereunto duly authorized.
METRO GLOBAL MEDIA, INC.
Date: October 15, 1996 By: /s/ T. JAMES BLAIR
------------------------- ------------------------------------------
T. James Blair, Treasurer
(duly authorized, principal financial
and chief accounting officer)
<PAGE> 1
EXHIBIT 99.1
Excerpt from the Notice of Meeting and Proxy Statement of the
Registrant dated October 7, 1996 and filed with the Commission on October 15,
1996.
On August 28, 1995, Mr. Guarino and North Star Distributors, Inc.,
now known as Metro, Inc., were indicted in the United States District Court for
the District of Nevada for the interstate transportation of allegedly obscene
video cassettes in violation of 18 U.S.C. Sections 1462 and 2. The charges
regarded two shipments made by North Star into Las Vegas, Nevada in June and
July, 1991, prior to the acquisition of North Star by the Company; accordingly
the previous owner of North Star agreed to indemnify the Company for all legal
fees incurred and fines paid in connection with the defense of this matter. On
September 24, 1996, in order to avoid the expense and uncertainty of
litigation, the Company pled guilty to the one count of the indictment and
agreed to pay a fine of $200,000 (which fine will be paid by the former owner
of North Star and will have no impact on the Company's financial condition).
The charges against Mr. Guarino were dismissed. Even though North Star entered
a plea of guilty to effect a settlement of this matter, there was no judgement
or finding that the videotapes were obscene or violated any law.
16
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAY-31-1997
<PERIOD-START> JUN-01-1996
<PERIOD-END> AUG-31-1996
<CASH> 361,554
<SECURITIES> 0
<RECEIVABLES> 2,909,455
<ALLOWANCES> 0
<INVENTORY> 4,051,649
<CURRENT-ASSETS> 7,558,679
<PP&E> 1,420,581
<DEPRECIATION> 1,038,136
<TOTAL-ASSETS> 12,352,671
<CURRENT-LIABILITIES> 4,600,189
<BONDS> 609,744
0
0
<COMMON> 343
<OTHER-SE> 6,800,551
<TOTAL-LIABILITY-AND-EQUITY> 12,352,671
<SALES> 4,388,412
<TOTAL-REVENUES> 4,388,412
<CGS> 2,813,392
<TOTAL-COSTS> 1,597,640
<OTHER-EXPENSES> (49,740)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (69,013)
<INCOME-PRETAX> (72,360)
<INCOME-TAX> (31,115)
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (41,245)
<EPS-PRIMARY> (.01)
<EPS-DILUTED> (.01)
</TABLE>
