<PAGE>
U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OF 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For quarterly period ended November 25, 2000
[ ] 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)
Delaware 65-0025871
------------------------------- ---------------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1060 PARK AVENUE, CRANSTON, RHODE Island 02910
----------------------------------------------
(Address of principal executive offices)
(401) 942-7876
--------------
(Issuer's telephone number)
--------------------------------------------------------------------------------
(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: 8,630,223 at January 2, 2001.
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
Balance Sheet F-1
Statements of Operations F-3
Statements of Cash Flows F-5
Notes to Financial Statements F-8 to F-11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
INTRODUCTION
As described more fully below in Note 2 to the Financial Statements, in
September 1999, Metro Global adopted a plan of disposition for its Fanzine
International, Inc. and Maxstone Media Group, LLC subsidiaries. Fanzine was sold
on September 29, 1999 for approximately $4,500,000. As a result of the plan of
disposition, Metro Global has reported Fanzine (and its interest in Maxstone) as
discontinued operations for the three-month and six-month periods ended November
27, 1999. Accordingly, unless specifically noted to the contrary, the following
discussion under this Item 2 refers to only the results of Metro Global's
continuing operations, to the exclusion of the discontinued operations of
Fanzine.
RESULTS OF CONTINUING OPERATIONS FOR THE THREE MONTHS ENDED NOVEMBER 25, 2000
VERSUS THE THREE MONTHS ENDED NOVEMBER 27, 1999.
Metro Global Media, Inc.'s ("Metro Global") revenues were $6,093,289 for
the three months ended November 25, 2000, as compared to $5,997,803 for the
three months ended November 27, 1999, an increase of 1.6%. Revenues consisted
principally of sales of prerecorded videocassettes and DVD's, magazines, novelty
items and related products. Revenues remained relatively consistent with the
prior corresponding period with slight increases in sales of magazines and film
rights.
Costs of revenues (including amortization of film costs) for the
three-month period ended November 25, 2000 decreased $334,060 to $3,839,672.
This represents an 8% decrease from cost of revenues of $4,173,732 for the three
months ended November 27, 1999. Cost of revenues as a percentage of revenues in
the second quarter of fiscal 2001 were 63% as compared to 70% in the second
quarter of fiscal 2000. The improvement in the gross margin is primarily due to
the reduction of costs associated with the production and duplication of videos
and DVD's.
Selling, general, and administrative expenses for the three months ended
November 25, 2000 decreased by 4% to $2,420,729 as compared to $2,509,324 for
the three months ended November 27, 1999. Selling, general and administrative
expenses decreased as a percentage of revenues to 40% for the second quarter of
fiscal 2001, as compared to 42% for the corresponding period in the prior year.
Expenses for the second quarter of fiscal 2001 decreased as a result of the
relocation of Metro, Inc.'s west coast operation into new facilities in
September, 1999.
Loss from continuing operations for the three month period ended November
25, 2000 was $826,937, as compared to a loss from continuing operations of
$778,929 for the corresponding period in the prior year. The primary reason for
the increase of $48,008 was a loss of $532,189 resulting from the sale of
200,000 shares of New Frontier. This loss was partially offset by the reductions
in costs of revenues and selling, general and administrative expenses, which
totaled $422,655.
Net loss for the three months ended November 25, 2000 was $826,937 as
compared to a net loss of $377,324 for the three months ended November 27, 1999
resulting in a loss per share of $0.10 for the quarter ended November 25, 2000
as compared to a loss per share of $0.06 for the quarter ended November 27,
1999. The primary reason for the increase in loss per share
<PAGE>
for the second quarter of fiscal 2001 was the gain on sale of discontinued
operations of $372,324 which was recognized during the second quarter of fiscal
2000.
RESULTS OF CONTINUING OPERATIONS FOR THE SIX MONTHS ENDED NOVEMBER 25, 2000
VERSUS THE SIX MONTHS ENDED NOVEMBER 27, 1999
Metro Global's revenues for the six months ended November 25, 2000
decreased by $915,212 to $12,146,761 as compared to $13,061,973 for the six
months ended November 27, 1999. This represents a 7% decrease in revenues as
compared to the corresponding period in the prior year. Revenues consisted
principally of prerecorded videocassettes and DVD's, magazines, novelty items
and related products. The decrease in revenues resulted primarily from decreased
sales of videos, DVD's, magazines and foreign film rights of approximately
$733,000. The decrease was attributable to an unusually slow summer season
during the first quarter of fiscal 2001.
Cost of revenues (including amortization of film costs) for the six months
ended November 25, 2000 decreased to $7,637,763 from $8,852,278 for the
corresponding period in the prior year. As a percentage of revenues, cost of
revenues for the six months ended November 25, 2000 was 63% as compared to 68%
for the six months ended November 27, 1999. The improvement in the gross margin
is primarily due to the reduction of costs associated with the production and
duplication of videos and DVD's.
Selling, general and administrative expenses for the six months ended
November 25, 2000 decreased $197,478, or 4%, to $4,872,671 as compared to
$5,070,149 for the six months ended November 27, 1999. The primary reasons for
the decrease were a reduction in Internet development costs and increased
expenses during the second quarter of fiscal 2000 associated with the relocation
of Metro, Inc.'s west coast operation into new facilities in September, 1999. As
a result of decreased revenues for the six months ended November 25, 2000,
expenses increased as a percentage of revenues to 40% from 39% for the six
months ended November 27, 1999.
Loss from continuing operations for the six months ended November 25, 2000
was $1,124,580 as compared to loss from continuing operations of $1,563,329 for
the corresponding period in the prior year. The primary reasons for this
decrease of 28% were an increase in gross margin of $299,303 and a decrease in
selling, general and administrative expenses of $197,478.
Net loss for the six months ended November 25, 2000 was $1,124,580, or
$0.13 per share, as compared to net loss of $1,094,289, or $0.17 per share, for
the six months ended November 27, 1999.
LIQUIDITY AND CAPITAL RESOURCES AT NOVEMBER 25, 2000
Cash amounted to $148,591 at November 25, 2000. Net cash provided by
operating activities amounted to $230,628 for the six months ended November 25,
2000, as compared to $2,134,884 for the same period in the prior fiscal year.
The primary sources of cash were: (1) cash provided by operating activities of
$230,628; (2) payments received on notes receivable of $2,465,649; (3) proceeds
from the sale of New Frontier Media, Inc. ("New Frontier") securities of
$805,811. The primary uses of cash for the six months ended November 25, 2000
consisted of: (1) net payments on line of credit of $195,529; (2) investments in
motion pictures and other films of $1,166,425; (3) payments on notes payable of
$2,150,000; and (4) purchases of property and equipment of $158,799. Inventory
increased $304,129, or 6%, due to increases in DVD and magazine production.
On July 31, 1998, Metro Global entered into an 8% convertible debenture
with an unrelated party in the amount of $1,000,000, which was used in the
purchase of Fanzine. In connection with this transaction, Metro Global issued a
warrant for 75,000 shares at a price of $4.11 and a warrant for 25,000 shares at
a price of $3.29, both exercisable over two years which expired on July 31,
2000. Metro Global recorded a discount on the debenture of $157,700
<PAGE>
for the value of the warrants. Metro Global amortized $13,142 and $39,425 of the
discount to interest expense during the six months ended November 25, 2000 and
November 27, 1999, respectively.
The $1,000,000 debenture was to mature on July 31, 2000. Interest was
payable on a quarterly basis. The holder of the debenture was entitled to
convert the principal value into Metro Global's Common Stock at a discounted
market price as defined in the debenture agreement. For fiscal 2000, $105,000 of
convertible debentures plus accrued interest and penalties were converted into
83,888 restricted shares of Metro Global's Common Stock. On February 25, 2000,
Metro Global entered into a Forbearance and Modification Agreement with the
lender. Under the terms of the agreement, Metro Global made a payment of
$150,000 upon execution of the agreement. The remaining balance of $850,000 was
secured by the pledge of 200,000 shares of New Frontier's Common Stock owned by
Metro Global. This balance was paid in two equal installments in July and
October 2000, and the 200,000 shares of New Frontier's Common Stock were
returned to Metro Global.
On October 28, 1998, Metro Global entered into a note payable with a third
party for $1,100,000. The note, which bears no interest, was due in quarterly
installments of $275,000 commencing December 31, 1998. In consideration of the
loan and part of an investment banking consultant agreement, Metro Global issued
the lender 150,000 restricted shares of Metro Global's Common Stock. Metro
Global used $507,500 of the proceeds to repurchase 198,242 shares of its
outstanding Common Stock from Metro Plus, a company owned by a principal
stockholder. For fiscal 1999, Metro Global made one payment of $275,000. In
September 1999, Metro Global and lender agreed to a preliminary extension of the
note. In October 1999, Metro Global made a $275,000 payment. Effective August 8,
2000, Metro Global renegotiated the terms for the final $550,000 due on the note
payable. Under the terms of the Forbearance and Modification Agreement, the note
is payable in equal monthly installments of $50,000 each. At January 8, 2001,
the monthly payments for October through December 2000 were in default. As of
November 25, 2000, the balance due on the note payable was $450,000.
On December 9, 1998, Metro Global entered into a six-month term loan
agreement with a third party. Under the terms of the agreement, Metro Global
borrowed $3,000,000 at an interest rate of 10% per year. The proceeds were used
toward the acquisition of Fanzine and to fund working capital. In connection
with this transaction, Metro Global issued warrants to purchase up to 350,000
shares of Common Stock at a price of $3.00, expiring on December 31, 2001. Metro
Global recorded interest expense of $577,000 for the valuation of the warrants.
Additionally, Metro Global issued 100,000 shares of Common Stock and recorded
$187,500 of interest expense. In September 1999, Metro Global and this lender
agreed to an extension, under which Metro Global paid $1.3 million upon closing
a financing agreement with Reservoir Capital Corporation. In November 1999,
Metro Global paid the lender an additional $600,000 from the proceeds of the
sale of Fanzine. The final payment of $1.2 million (which includes $100,000 of
interest) was paid directly from the proceeds of the final payment from the sale
of Fanzine, which was received on September 13, 2000. In connection with the
restructuring of the two notes payable, Metro Global recognized $337,475 of
extraordinary income for the forgiveness of interest and penalties in fiscal
2000.
In September 1999, Metro Global signed a $4,000,000 Loan and Security
Agreement with Reservoir Capital Corporation. Pursuant to the terms, Metro may
borrow up to 70% of accounts receivable less than ninety days old, up to a
maximum of $3,000,000. The accounts receivable borrowing base excludes foreign
receivables and receivables where more than 50% of the balance is over ninety
days old. Also, the borrowing base on accounts receivable owed by Capital Video
Corporation ("CVC") is limited to the lesser of 30% of total accounts receivable
or $1,600,000. Additionally, Metro can borrow 40% of inventory, up to a maximum
of $1,000,000. Borrowings under this loan bear interest at prime rate plus 3.5%
per annum. Additionally, Metro must pay a service fee of .35% per month on the
average daily loan balance. Metro must pay an unused fee of .25% on the amount
of the borrowings under $2,000,000. The loan is secured by substantially all
assets of Metro. The CVC accounts receivable are guaranteed by the sole
shareholder of CVC, who is a significant shareholder of Metro Global.
Additionally, CVC has executed a put on the inventory of Metro in case of
default. The loan was renewed in November 2000. The terms of the loan agreement
are currently being negotiated with the lender
<PAGE>
at the lender's request. As of November 25, 2000, borrowings under the line of
credit totaled $2,933,924.
During the second quarter of fiscal 2001, Metro Global received advances
from a related party totaling $120,000. On November 22, 2000, Metro Global
converted the advances into a one-year note payable with interest at 12% per
annum. Proceeds from the note were used for working capital.
On September 29, 1999, Metro Global sold Fanzine for $4,500,000, payable in
four installments. During the year ended May 27, 2000, Metro Global received
payments of $2,000,000. The remaining balance was paid in two installments, one
on July 31, 2000 in the amount of $1,000,000 and the second on September 13,
2000 in the amount of $1,500,000.
Of Metro's total accounts receivable at November 25, 2000, $2,712,434
(46%), as compared to $2,351,916 (39%) at November 27, 1999, is owed by CVC, a
chain of retail stores, which is wholly owned by a principal shareholder of
Metro Global. Because of the amount of this receivable and the concentration of
business with CVC, this receivable is monitored very closely. All amounts due
from CVC are deemed collectible by Metro, and are predominantly maintained
within 60 to 90 days. Accordingly, no allowance for related party receivables
and no related party bad debt expense has been recorded in Metro Global's
financial statements.
In fiscal 2001, Metro invested $1,166,425 in new feature films and videos.
Financing for these activities has been, and will continue to be, generated
through operating cash flows as well as funds received from its line of credit.
During the second quarter of fiscal 2001, Metro sold 200,000 shares of New
Frontier Common Stock for a total of $805,811 and recognized a loss of $532,189.
Metro intends to sell portions of its New Frontier shares from time to time,
pursuant to Rule 144. As of the close of trading on January 9, 2001, New
Frontier's Common Stock was trading on the NASDAQ's Small Cap Market at a price
of $1.81 per share.
Capital expenditures during the six months ended November 25, 2000 amounted
to $158,799 as compared to $207,418 for the six months ended November 27, 1999.
Management believes that funds provided by operations and the existing line
of credit are adequate to meet the anticipated short-term and long-term capital
needs and cure the default. Metro Global's credit facility under the
above-described Loan and Security Agreement with Reservoir Capital Corporation
is renewable on an annual basis. Metro Global is also exploring possible
additional sources of short-term borrowing, but has no commitments,
understandings or agreements to such effect and there can be no assurance that
such additional financing will be available. If Metro Global lost its existing
credit facility financing and was unable to replace it with suitable alternative
capital sources, there would be a materially adverse effect on its contemplated
production of new feature films and video and, potentially, its financial
condition. Metro Global's Common Stock was delisted from the NASDAQ Small Cap
Market on December 7, 1999. The light and sporadic trading volume of Metro
Global's Common Stock on the "pink sheets" materially and adversely affects
Metro Global's ability to raise capital through new issuances of equity or
convertible securities.
Forward Looking Statements
This Form 10-QSB Report contains "forward-looking statements," including
statements in "Management's Discussion and Analysis of Financial Condition and
Results of Operations," as to expectations, beliefs, plans, objectives and
future financial performance, and assumptions underlying or concerning the
foregoing. Such forward-looking statements involve risks and uncertainties,
which could cause actual results or outcomes to differ materially from those
expressed in the forward-looking statements. Among the factors that could cause
actual results or outcomes to differ materially from those discussed in the
forward-looking statements would be government actions or initiatives, such as
attempts to limit or otherwise regulate the sale of adult-oriented materials,
including print, video and online materials; nonpayment or materially late
payment by Metro Global's largest customer, CVC, or a material
<PAGE>
decline or interruption in sales to CVC; possible legal action on present or
future overdue obligations, such as the above-described default on $150,000 in
aggregate payments due in October through December, 2000.
Investment in securities
On July 21, 1999, Metro Global entered into a seven year Licensing
Agreement with New Frontier. Metro Global received 500,000 restricted shares of
New Frontier Common Stock plus warrants to purchase an additional 500,000 shares
of New Frontier Common Stock (100,000 shares per year for five years). Metro
Global valued the Common Stock and warrants at $4,787,474. The deferred revenue
is being amortized over seven years. Metro accounts for the stock received as
securities available for sale, in accordance with SFAS 115. At November 25,
2000, Metro Global recorded a comprehensive loss of $1,005,250 on the
investment. Both the stock and the warrants are periodically reviewed for
permanent impairment.
As part of the Licensing Agreement, in consideration of certain services,
Metro Global issued New Frontier 250,000 restricted shares of its Common Stock
and warrants to purchase 250,000 shares of Common Stock (50,000 shares per year
for five years). Metro Global valued the Common Stock and warrants at $716,752.
The deferred expense is being amortized over five years.
<PAGE>
METRO GLOBAL MEDIA, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
NOVEMBER 25, 2000 (UNAUDITED)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Assets
------
Current Assets
--------------
<S> <C>
Cash $ 148,591
Accounts receivable, less allowance for doubtful accounts
of $221,174 3,142,447
Accounts receivable, related party 2,712,434
Inventory 5,213,019
Prepaid expenses and other current assets 373,668
-----------
Total Current Assets 11,590,159
--------------------
Motion pictures and other films at cost, less accumulated
amortization of $12,201,513 5,445,964
Property and equipment at cost, less accumulated
depreciation of $3,196,330 1,938,104
Investment in securities 2,180,474
Deferred income taxes 900,000
Other assets 128,190
-----------
Total Assets $22,182,891
------------ ===========
</TABLE>
See Notes to Consolidated Financial Statements
F-1
<PAGE>
METRO GLOBAL MEDIA, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
NOVEMBER 25, 2000 (UNAUDITED)
-------------------------------------------------------------------------------
Liabilities and Shareholders' Equity
------------------------------------
Current liabilities
-------------------
Current portion of capital lease obligations $ 299,661
Short-term borrowings 3,503,924
Accounts payable 4,995,452
Accrued expenses 1,248,525
Income taxes payable 985,883
------------
Total current liabilities 11,033,445
-------------------------
Deferred Revenue 3,875,574
Capital lease obligations, less current portion 163,393
------------
Total liabilities 15,072,412
-----------------
Minority interest (56,044)
Commitments and Contingencies
Shareholders' equity
--------------------
Preferred Stock, no par value; authorized 2,000,000 shares;
issued and outstanding, none
Common stock, $.0001 par value; authorized 10,000,000
shares; issued 8,828,465 shares and outstanding,
8,630,223 shares 883
Additional paid in capital 16,737,379
Accumulated deficit (7,805,012)
Accumulated other comprehensive loss (1,259,227)
------------
7,674,023
Less cost of Treasury Stock (198,242 common shares) (507,500)
------------
Total shareholders' equity 7,166,523
-------------------------- ------------
Total liabilities and shareholders' equity $ 22,182,891
------------------------------------------ ============
See Notes to Consolidated Financial Statements
F-2
<PAGE>
METRO GLOBAL MEDIA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED NOVEMBER 25, 2000 AND NOVEMBER 27, 1999
(UNAUDITED)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Three Months Six Months Three Months Six Months
Nov 25, 2000 Nov 25, 2000 Nov 27, 1999 Nov 27, 1999
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Revenues $6,093,289 $12,146,761 $5,997,803 $13,061,973
Cost of revenues, including amortization of
motion pictures and other films of
$1,177,102 and $1,032,565 respectively 3,839,672 7,637,763 4,173,732 8,852,278
Selling, general and administrative
expenses 2,420,729 4,872,671 2,509,324 5,070,149
---------- ----------- ---------- -----------
(167,112) (363,673) (685,253) (860,454)
Other income and (expenses)
---------------------------
Interest expense (153,861) (298,209) (227,675) (861,277)
Interest income 16,886 51,575 65,984 65,984
Other income 9,339 17,916 68,015 92,418
Loss on sale of securities (532,189) (532,189) 0 0
---------- ----------- ---------- -----------
Loss from continuing operations (826,937) (1,124,580) (778,929) (1,563,329)
Gain on sale of discontinued
operations (net of tax) 0 0 372,324 372,324
Income (Loss) from discontinued operations (net
of tax) 0 0 29,281 96,716
---------- ----------- ---------- -----------
Net Loss $ (826,937) $(1,124,580) $ (377,324) $(1,094,289)
========== =========== ========== ===========
Comprehensive Loss
------------------
Net loss $ (826,937) $(1,124,580) $ (377,324) $(1,094,289)
Other comprehensive loss (61,225) (976,179) (4,105) (3,070)
---------- ----------- ---------- -----------
Net other comprehensive loss $ (888,162) $(2,100,759) $ (381,429) $(1,097,359)
========== =========== ========== ===========
</TABLE>
See Notes to Consolidated Financial Statements
F-3
<PAGE>
METRO GLOBAL MEDIA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (CONTINUED)
FOR THE THREE AND SIX MONTHS ENDED NOVEMBER 25, 2000 AND NOVEMBER 27, 1999
(UNAUDITED)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Three Months Six Months Three Months Six Months
Nov 25, 2000 Nov 25, 2000 Nov 27, 1999 Nov 27, 1999
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Loss Per Share:
Loss from continuing
operations:
Basic and Diluted $ (0.10) $ (0.13) $ (0.12) $ (0.24)
Gain on sale of discontinued
operations:
Basic and Diluted $0.00 $0.00 $0.06 $0.06
Income (loss) from discontinued
operations:
Basic and Diluted $0.00 $0.00 $0.00 $0.01
Net loss:
Basic and Diluted $ (0.10) $ (0.13) $ (0.06) $ (0.17)
Weighted average number of shares:
Basic and Diluted 8,630,223 8,630,223 6,570,479 6,570,479
</TABLE>
See Notes to Consolidated Financial Statements
F-4
<PAGE>
METRO GLOBAL MEDIA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED NOVEMBER 25, 2000 AND NOVEMBER 27, 1999 (UNAUDITED)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
2000 1999
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net loss $(1,124,580) $(1,094,289)
------------- -------------
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation expense 346,119 287,646
Amortization of motion pictures and other films 1,177,102 1,032,565
Amortization of deferred rent (7,005) (7,005)
Amortization of unearned compensation 500 275,413
Amortization of goodwill -0- 200,000
Amortization of deferred revenue (341,963) (227,975)
Amortization of deferred expense 90,195 47,784
Amortization of discount on debenture 13,142 39,425
Accrued interest added to note payable principal -0- 68,000
Loss on sale of securities 532,189 -0-
Allowance for doubtful accounts 15,419 161,498
Common Stock issued for consulting services -0- 12,815
Issuance of warrants -0- 175,844
Minority interest -0- (27,346)
Foreign exchange 29,071 (3,070)
(Increase) decrease in assets:
Accounts receivable (438,695) (168,240)
Inventory (304,129) (104,388)
Recoverable income tax 339,000 -0-
Prepaid expenses and other current assets (8,643) 122,317
Other assets 20,866 (30,635)
Increase (decrease) in liabilities:
Accounts payable and accrued expenses (147,554) 1,544,351
Income taxes payable 39,594 (169,826)
------------- -------------
Total adjustments 1,355,208 3,229,173
------------- -------------
Net cash provided by operating activities $ 230,628 $2,134,884
----------------------------------------- ------------- -------------
</TABLE>
See Notes to Consolidated Financial Statements
F-5
<PAGE>
METRO GLOBAL MEDIA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
FOR THE SIX MONTHS ENDED NOVEMBER 25, 2000 AND NOVEMBER 27, 1999 (UNAUDITED)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
2000 1999
---- ----
<S> <C> <C>
CASH FLOWS FROM INVESTING ACTIVITIES:
Gain on sale of Fanzine $ -0- $ 372,324
Payments from notes receivable 2,465,649 -0-
Investments in motion pictures and other films (1,166,425) (1,059,370)
Purchase of property and equipment (158,799) (207,418)
Proceeds from sale of securities 805,811 -0-
----------- ------------
Net cash provided by (used in) investing activities 1,946,236 (894,464)
--------------------------------------------------- ----------- ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from (payments on) line of credit (195,529) 1,957,614
Proceeds on notes payable 120,000 30,000
Payments on notes payable (2,150,000) (2,175,000)
Principal payments on capital lease obligations (164,283) (259,531)
----------- ------------
Net cash used in financing activities (2,389,812) (446,917)
------------------------------------- ----------- ------------
Net increase (decrease) in cash (212,948) 793,503
Cash, beginning of period 361,539 10,216
----------- ------------
CASH, END OF PERIOD $ 148,591 $ 803,719
=========== ============
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 283,341 $ 152,670
=========== ==========
Income taxes $ -0- $ 120,000
=========== ==========
</TABLE>
See Notes to Consolidated Financial Statements
F-6
<PAGE>
METRO GLOBAL MEDIA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
FOR THE SIX MONTHS ENDED NOVEMBER 25, 2000 AND NOVEMBER 27, 1999 (UNAUDITED)
-------------------------------------------------------------------------------
Supplemental schedule of non-cash investing and financing activities:
Capital lease obligations of $411,799 were incurred during the six months
ended November 27, 1999 when Metro Global entered into capitalized leases for
office equipment and machinery and equipment.
On July 21, 1999, Metro Global entered into a seven year Licensing
Agreement with New Frontier Media, Inc. ("New Frontier"). Metro Global received
500,000 restricted shares of New Frontier Common Stock plus warrants to purchase
500,000 shares of New Frontier Common Stock. Metro Global valued the Common
Stock and warrants at $4,787,474. The deferred revenue is being amortized over
seven years.
As part of the Licensing Agreement, in consideration of certain services,
Metro Global issued New Frontier 250,000 restricted shares of its Common Stock
and warrants to purchase 250,000 shares of Common Stock. Metro Global valued the
Common Stock and warrants at $716,752. The deferred expense is being amortized
over five years.
During the six months ended November 27, 1999, $105,000 of convertible
debentures and accrued interest and penalties of $31,045 were converted into
83,888 restricted shares of Common Stock.
See notes to consolidated financial statements.
F-7
<PAGE>
METRO GLOBAL MEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED NOVEMBER 25, 2000 AND NOVEMBER 27, 1999 (UNAUDITED)
--------------------------------------------------------------------------------
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PLAN OF OPERATION
Consolidation
The consolidated financial statements include the accounts of Metro Global
and its majority owned and controlled subsidiaries. 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 interim financial information included herein
is unaudited; however, such information reflects all adjustments that are, in
the opinion of management, necessary to a fair presentation of the financial
position, results of operations, 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 Metro
Global'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 26, 2001.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires the use of estimates based on
management's knowledge and experience. Due to their prospective nature, it is
reasonable to expect actual results to differ from those estimates.
2. Dispositions
Fanzine International, Inc.
On August 3, 1998, Metro Global acquired 100% of the stock of Fanzine for a
cash purchase price of $4,000,000, plus contingent consideration. Fanzine, which
began operations on August 1, 1997, published event driven, mainstream magazines
translated into seven languages and distributed worldwide. The contingent
consideration consisted of 1,000,000 restricted shares of Metro Global's Common
Stock with put option rights at $8.00 per share to be exercised by the selling
shareholder's during the second year on a quarterly basis, if certain minimum
earnings, as defined, were met. During Fanzine's first year of operations, Metro
Global had the right to call the shares at the greater of $6.00 per share or 75%
of the market price. Metro Global did not call the shares. The acquisition
agreement also provided for a reduction in purchase price if Fanzine's results
of operations did not meet certain minimum earnings.
The acquisition was accounted for as a purchase. The excess of the purchase
price over the fair market values of net assets acquired, which included, among
others, licenses, trademarks, and distribution rights, was allocated to goodwill
and amortized over ten years. The cash portion of $4,000,000 was financed by a
long-term convertible debenture and other short-term borrowings. On September
29, 1999, Metro Global sold Fanzine's stock back to the selling shareholders
(see note 3).
F-8
<PAGE>
METRO GLOBAL MEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE SIX MONTHS ENDED NOVEMBER 25, 2000 AND NOVEMBER 27, 1999 (UNAUDITED)
-------------------------------------------------------------------------------
3. Discontinued Operations
In September 1999, Metro Global adopted a plan of disposition for Fanzine,
which was sold on September 29, 1999 for approximately $4,500,000 in notes
payable. The following table is a summary of the results of discontinued
operations of Fanzine and Maxstone Media Group, LLC for the six months ended
November 27, 1999:
1999
----
Revenues $ 6,111,545
Cost of revenues 5,400,953
-----------
710,592
Other expenses 535,524
-----------
Income before income taxes 175,068
Income taxes 78,352
-----------
Income from discontinued operations $ 96,716
===========
Income from discontinued operations before income taxes does not include an
allocation of corporate interest expense or amortization of goodwill. The
write-off of goodwill was taken into account in determining the gain on sale of
Fanzine.
4. DEBT
On October 28, 1998, Metro Global entered into a note payable with an
unrelated third party for $1,100,000. The note, which bears no interest, was due
in quarterly installments of $275,000 commencing December 31, 1998. In
consideration of the loan and part of an investment banking consultant
agreement, Metro Global issued the lender 150,000 restricted shares of Metro
Global's Common Stock. Metro Global recorded interest expense of $243,412 in
1999 in connection with the issuance of the restricted stock. Metro Global used
$507,500 of the proceeds to repurchase 198,242 shares of its outstanding Common
Stock from Metro Plus, a company partially owned by a significant shareholder.
For the year ended May 29, 1999, Metro Global made one payment of $275,000. As a
result, default interest at 11% per annum accrued on the note. In September
1999, Metro Global and the lender agreed to a preliminary extension of the note.
Metro Global made a payment of $275,000 in October 1999. Effective August 8,
2000, Metro Global renegotiated the terms for the final $550,000 due on the note
payable. Under the terms of the Forbearance and Modification Agreement, the note
is payable in equal monthly installments of $50,000 each. At January 8, 2001,
the monthly payments for October through December 2000 were in default. As of
November 25, 2000 the balance due on the note payable was $450,000.
On December 9, 1998, Metro Global entered into a six-month term loan
agreement with an unrelated third party. Under the terms of the agreement, Metro
Global borrowed $3,000,000 at an interest rate of 10% per year. The proceeds
were used toward the acquisition of Fanzine
F-9
<PAGE>
METRO GLOBAL MEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE SIX MONTHS ENDED NOVEMBER 25, 2000 AND NOVEMBER 27, 1999 (UNAUDITED)
--------------------------------------------------------------------------------
and to fund working capital. In connection with this transaction, Metro Global
issued warrants to purchase up to 350,000 shares of Common Stock at a price of
$3.00, expiring on December 31, 2001. Metro Global recorded interest expense of
$577,000 in connection with the issuance of the warrants during 1999.
Additionally, Metro Global issued 100,000 shares of Common Stock and recorded
$187,500 of interest expense relating to the issuance of these shares during
1999. In September 1999, Metro Global and the lender agreed to an extension.
Under the terms of the extension, Metro Global paid $1.3 million upon the
closing of the financing with Reservoir Capital Corporation, a new unrelated
third party lender. In November 1999, Metro Global paid the lender an additional
$600,000 from the proceeds of the sale of Fanzine. The final payment of $1.2
million (which includes $100,000 of interest) was paid directly from the
proceeds of the final payment from the sale of Fanzine in September 2000. In
connection with the restructuring of the two notes payable, Metro Global
recognized $337,475 of extraordinary income on the forgiveness of interest and
penalties in fiscal 2000.
5. CONVERTIBLE DEBENTURES
On July 31, 1998, Metro Global entered into an 8% convertible debenture
with an unrelated party in the amount of $1,000,000, which was used in the
purchase of Fanzine. In connection with this transaction, Metro Global issued a
warrant for 75,000 shares at a price of $4.11 and a warrant for 25,000 shares at
a price of $3.29, both exercisable over two years. Both warrants expired on July
31, 2000. Metro Global recorded a discount on the debenture of $157,700 for the
value of the warrants. Metro Global amortized $13,142 and $39,424 of the
discount to interest expense for the six months ended November 25, 2000 and
November 27, 1999 respectively.
The $1,000,000 debenture was to mature on July 31, 2000. Interest was
payable on a quarterly basis. The holder of the debenture was entitled to
convert the principal value into Metro Global's Common Stock at a discounted
market price as defined in the debenture agreement. During fiscal 2000, $105,000
of convertible debentures plus accrued interest and penalties were converted
into 83,888 restricted shares of Metro Global's Common Stock. On February 25,
2000, Metro Global entered into a Forbearance and Modification Agreement with
the lender. Under the terms of the agreement, Metro Global made a payment of
$150,000 upon execution of the agreement. The remaining balance of $850,000 was
secured by 200,000 shares of New Frontier's Common Stock owned by Metro Global.
This balance was paid in two equal installments in July and October 2000, and
the 200,000 shares of New Frontier's Common Stock were returned to Metro Global.
6. SHORT-TERM BORROWINGS
In September 1999, Metro Global signed a $4,000,000 Loan and Security
Agreement with Reservoir Capital Corporation. Pursuant to the terms, Metro may
borrow up to 70% of accounts receivable less than ninety days old, up to a
maximum of $3,000,000. The accounts receivable borrowing base excludes foreign
receivables and receivables where more than 50% of the balance is over ninety
days old. The borrowing base on accounts receivable from CVC, a related party,
is limited to the lesser of 30% of total accounts receivable or $1,600,000.
Additionally, Metro can borrow 40% of inventory, up to a maximum of $1,000,000.
Borrowings under this loan bear interest at prime rate plus 3.5% per annum.
Additionally, Metro must pay a service fee of .35% per month on the average
daily loan balance. Metro must pay an unused fee of .25% on the amount of the
borrowings under $2,000,000. The loan is secured by substantially all assets of
Metro. The CVC accounts receivable are guaranteed to the lender by the sole
shareholder of CVC, who is a principal shareholder of Metro Global.
Additionally, CVC has executed a put on the inventory of Metro in case of
default. The loan was renewed in November 2000. The terms of the loan agreement
are currently being negotiated with the lender at the lender's request. As of
November 25, 2000, borrowings under the line of credit totaled $2,933,924.
F-10
<PAGE>
METRO GLOBAL MEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE SIX MONTHS ENDED NOVEMBER 25, 2000 AND NOVEMBER 27, 1999 (UNAUDITED)
-------------------------------------------------------------------------------
During the second quarter of fiscal 2001, Metro Global received advances
from a related party totaling $120,000. On November 22, 2000, Metro Global
converted the advances into a one-year note payable with interest at 12% per
annum. Proceeds from the note were used for working capital.
The following schedule summarizes short-term borrowings as of November 25,
2000:
Note Payable $ 450,000
Term Loan 120,000
Line of Credit 2,933,924
-----------
$ 3,503,924
===========
7. INVESTMENT IN SECURITIES
On July 21, 1999, Metro Global entered into a seven year Licensing
Agreement with New Frontier. Metro Global received 500,000 restricted shares of
New Frontier Common Stock plus warrants to purchase an additional 500,000 shares
of New Frontier Common Stock (100,000 shares per year for five years). Metro
Global valued the Common Stock and warrants at $4,787,474. The deferred revenue
is being amortized over seven years. Metro accounts for the stock received as
securities available for sale in accordance with SFAS 115. At November 25, 2000,
Metro Global recorded a comprehensive loss of $1,005,250 on the investment. Both
the stock and the warrants are periodically reviewed for permanent impairment.
As part of the Licensing Agreement, in consideration of certain services,
Metro Global issued New Frontier 250,000 restricted shares of its Common Stock
and warrants to purchase 250,000 shares of Common Stock (50,000 shares per year
for five years). Metro Global valued the Common Stock and warrants at $716,752.
The deferred expense is being amortized over five years.
During the second quarter of fiscal 2001, Metro sold 200,000 shares of New
Frontier Common Stock for a total of $805,811 and recognized a loss of $532,189.
F-11
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
George Kinney v. Metro Global Media, Inc., et al.
C.A. No. 99-579 (U.S.D.C.,D.R.I.)
On November 22, 1999, George Kinney, on behalf of himself and
all other similarly situated, commenced a putative class
action in the United States District Court for the District of
Rhode Island against Metro Global and certain of its present
or former officers and directors. Plaintiff seeks to represent
a class of all person who acquired securities of Metro Global
between September 13, 1996 and September 13, 1999. The
Complaint alleges claim based on alleged violations of section
10(b) of the Securities Exchange Act of 1934. Plaintiff
alleges that the defendants made a series of false and
misleading statements concerning Metro Global's reported
financial results during the class period that violated
generally accepted accounting principles and ultimately caused
Metro Global to restate certain financial statements. On March
15, 2000, Metro Global and certain defendants filed a motion
to dismiss the complaint. The plaintiffs filed an amended
complaint dated May 15, 2000 and Metro Global moved to dismiss
the amended complaint on July 5, 2000. Plaintiffs filed an
opposition to Metro Global's motion to dismiss on August 15,
2000. Metro Global replied to the plaintiffs' opposition on
September 1, 2000. Metro Global believes it has meritorious
defenses and intends to vigorously defend this action.
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
None
(b) Reports on Form 8-K
Metro Global filed a Current Report on Form 8-K, dated
December 21, 2000, disclosing the appointment of Louis T.
Turcotte as its new Chief Financial Officer, and Mr.
Turcotte's appointment to the Board of Directors.
<PAGE>
SIGNATURE
In accordance with the requirements 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.
METRO GLOBAL MEDIA, INC.
January 16, 2001
By: /s/ Gregory N. Alves
----------------------------------
Gregory N. Alves
President and Director
By: /s/ Louis T. Turcotte
----------------------------------
Louis T. Turcotte,
Treasurer (principal financial
and accounting officer), Secretary
and Director
