SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM 10-QSB/A
Quarterly Report Under Section 13 or 15 (d)
of the Securities Exchange Act of 1934.
----------------------
For Quarter Ended MARCH 31, 1999 Commission file number 0-18410
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IAT RESOURCES CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 95-4233050
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(State or other jurisdiction of (I.R.S. Employee
incorporation or organization) Identification No.)
5757 Wilshire Blvd., PH1, Los Angeles, CA 90036
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (323) 634-8634
THE PRODUCERS ENTERTAINMENT GROUP LTD.
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(Former name, former address and former fiscal year,
if changed since last report)
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED
TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING
THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS
REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING
REQUIREMENTS FOR THE PAST 90 DAYS.
YES X NO
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INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASSES OF
COMMON STOCK, AS OF THE LATEST PRACTICABLE DATE.
COMMON STOCK, $.001 PAR VALUE--11,869,269 SHARES AS OF MAY 13, 1999
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<PAGE>
Part 1. Financial Information
Item 1. Financial Statements
THE PRODUCERS ENTERTAINMENT GROUP LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
MARCH 31, 1999 JUNE 30, 1998
(UNAUDITED) (AUDITED)
ASSETS
<S> <C> <C>
Cash and cash equivalents ($47,086) $73,751
Accounts receivable, net trade 2,222,319 938,130
Note Receivable 200,000 0
Receivable from related parties 257,747 47,778
Prepaid expenses 39,487 0
Film costs, net 1,484,006 1,189,392
Fixed assets, net 153,894 182,473
Covenant not to compete 0 115,000
Acquisition Costs 103,199 0
Goodwill 708,785 0
Investment in Pacific Softworks - at cost 500,000 0
Investment in flowersandgifts.com - at cost 300,000 0
Other Assets 106,450 179,167
---------------- ----------------
TOTAL ASSETS $6,028,801 $2,725,691
================ ================
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable and accrued expenses $2,554,644 $335,712
Obligations under capital leases 28,474 70,905
Dividends payable 106,250 106,250
Deferred Income 131,543 0
Notes payable 0 84,346
---------------- ----------------
TOTAL LIABILITIES $2,820,911 $597,213
Shareholders' equity:
Preferred Stock, $.001 par value, authorized
20,000,000 shares
Series A Preferred Stock, $.001 par value,
authorized 1,000,000 shares; issued and
outstanding 1,000,000 shares 1,000 1,000
Series B Preferred Stock, $.001 par value,
authorized 1,375,662 shares; none issued
and outstanding 0 0
Series D Preferred Stock, $.001 par value,
authorized 50,000 shares; issued and
outstanding 50,000 shares 50 0
Series E Preferred Stock, $.001 par value,
authorized 500,000 shares; issued and
outstanding 25,000 shares 200 0
Series F Preferred Stock, $.001 par value,
authorized 500,000 shares; issued and
outstanding 75,000 shares 75 0
Common Stock, $.001 par value, authorized
50,000,000 shares; issued and outstanding
7,876,647 and 6,672,943 shares 7,877 6,673
Additional paid-in capital 26,709,680 23,411,349
Accumulated deficit and dividends (22,500,800) (20,280,352)
Treasury stock, 93,536 shares at cost (1,010,192) (1,010,192)
---------------- ----------------
Net shareholders' equity $3,207,890 $2,128,478
================ ================
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $6,028,801 $2,725,691
================ ================
</TABLE>
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
Page 2
<PAGE>
THE PRODUCERS ENTERTAINMENT GROUP LTD.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1999
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
----------------------------
1999 1998
<S> <C> <C>
Revenues $ 0 $ 6,196,754
Costs related to revenues:
Amortization of film costs 0 3,980,910
Costs of projects sold 0 532,800
------------------------------
Net Revenues 0 1,683,044
General and administrative expenses 381,840 1,370,219
------------------------------
Operating income (loss) (381,840) 312,825
Other income (expenses):
Acquisition expense 0 (12,700)
Recovery of Expenses 1,042,310 0
Interest income 0 11,092
Amortization of Goodwill (41,000) 0
Amortization of Acquisition Costs (6,070) 0
Settlement expense 0 (69,000)
------------------------------
Net other income (expense) 995,240 (74,582)
------------------------------
Net income (loss) 613,400 238,243
Provision for income taxes 0 0
------------------------------
Net income (loss) 613,400 238,243
Dividend requirement on Series A Preferred
Stock (106,250) (106,250)
==============================
Net income (loss) applicable to common
shareholders $ 507,150 $ 131,993
==============================
Net income (loss) per share (basic and
diluted) $.05 $.02
Average common shares
outstanding (basic and diluted) 10,061,725 6,335,976
------------------------------
</TABLE>
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
Page 3
<PAGE>
THE PRODUCERS ENTERTAINMENT GROUP LTD.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED MARCH 31, 1998 AND 1999
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED MARCH 31,
---------------------------
1999 1998
<S> <C> <C>
Revenues $ 1,142,188 $ 18,276,403
Costs related to revenues:
Amortization of film costs 817,946 12,422,090
Costs of projects sold 1,348 604,218
---------------------------------
Net Revenues 322,894 5,250,095
General and administrative expenses 3,001,561 3,997,429
---------------------------------
Operating income (loss) (2,678,667) 1,252,666
Other income (expenses):
Acquisition expense (6,695) (299,380)
Recovery of Expenses 1,042,310 0
Interest income 0 458,522
Amortization of Goodwill (116,000) 0
Amortization of Acquisition Costs (11,391) 0
Settlements expense (115,000) (207,000)
---------------------------------
Net other income (expense) 793,224 (451,832)
---------------------------------
Net income (loss) (1,885,443) 800,834
Provision for income taxes 16,254 0
---------------------------------
Net income (loss) (1,901,697) 800,834
Dividend requirement on Series A Preferred
Stock (318,750) (318,750)
---------------------------------
Net income (loss) applicable to common
shareholders ($2,220,447) $482,084
=================================
Net income (loss) per share (basic and
diluted) ($.25) $.08
Average common shares
outstanding (basic and diluted) 9,021,640 6,290,871
---------------------------------
</TABLE>
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
Page 4
<PAGE>
THE PRODUCERS ENTERTAINMENT GROUP LTD.
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
NINE MONTHS ENDED MARCH 31, 1999
(UNAUDITED)
<TABLE>
<CAPTION>
SERIES SERIES SERIES SERIES SERIES SERIES
PREFERRED D D E E F F
STOCK SHARES AMT SHARES AMT SHARES AMOUNT
--------- ------ ------ ------- ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance,
June 30, 1998 $1,000
Issuance of common shares in
payment of dividends on Series A
Preferred Stock
Issuance of common shares in
connection with the acquisition
of MWI
Issuance of Series D
Preferred Stock 50,000 $50
Issuance of Series E
Preferred Stock 200,000 $200
Issuance of Series F
Preferred Stock 75,000 $75
Net Loss
Dividends on Series
A PREFERRED STOCK
----------------- --------- ------ ------ ------- ------ ------ ------
Balance,
March 31, 1998 $1,000 50,000 $50 200,000 $200 75,000 $75
Less:
Treasury Stock
NET SHAREHOLDER'S EQUITY
</TABLE>
<TABLE>
<CAPTION>
ADDITIONAL ACCUMU-
COMMON STOCK PAID-IN LATED
SHARES AMOUNT CAPITAL DEFICIT
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<S> <C> <C> <C> <C> <C>
Balance,
June 30, 1998 6,672,943 $6,673 $23,411,349 ($20,280,352) $ 3,138,670
Issuance of common shares in
payment of dividends on Series
A Preferred Stock 0 0
Issuance of common shares in
connection with the acquisition
of MWI 1,203,704 $1,204 823,581 $ 824,785
Issuance of Series D
Preferred Stock 499,950 500,000
Issuance of Series E
Preferred Stock 1,974,800 1,975,000
Issuance of Series F
Preferred Stock $ 75
Net Loss (2,220,447) (2,220,447)
Dividends on Series
A PREFERRED STOCK
----------------- --------- ------ ----------- -------------- -----------
Balance,
March 31, 1998 7,876,647 $7,877 $26,709,680 ($22,500,799) $4,218,083
Less:
Treasury Stock (93,536) (1,010,192)
NET SHAREHOLDER'S EQUITY 7,783,111 $3,207,891
</TABLE>
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
Page 5
<PAGE>
THE PRODUCERS ENTERTAINMENT GROUP LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED MARCH 31,
1999 1998
----------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C>
Net income (loss) $ (2,220,447) $ 800,834
ADJUSTMENTS TO RECONCILE NET (LOSS) TO
NET CASH (USED IN) OPERATING ACTIVITIES:
Depreciation of fixed assets 28,579 43,871
Amortization of film costs 0 12,422,090
Write off of projects in development 0 0
Amortization of Goodwill 116,000 0
Amortization of Acquisition Costs 11,391 0
Amortization of non-competition agreement 115,000 207,000
Decrease deferred tax asset 0 0
Issuance of Common Stock in Settlement 0 0
CHANGES IN OPERATING ASSETS AND LIABILITIES:
(Increase) decrease in accounts receivable (1,284,189) (1,850,811)
(Increase) decrease in other assets 297,273 65,944
(Increase) decrease in notes receivable (200,000) 0
Increase (decrease) in accounts payable
and accrued expenses 2,218,932 (216,143)
(Increase) in prepaid expenses (212,208) 0
Decrease (increase) in deferred revenues 131,543 50,000
------------------ --------------
Net cash (used in) operating activities (998,126) (2,700,940)
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CASH FLOWS FROM INVESTING ACTIVITIES:
(Additions) to film costs, net (294,614) (476,020)
Company Acquisitions (800,000) 0
Capital (expenditures) on equipment 0 (58,497)
(Increase) in short term investments 0 (2,869,020)
(Increase) in investment for distribution
subsidiary 0 (140,493)
(Increase) in Goodwill (824,785) 0
(Increase) decrease in receivables from related
parties (261,806) 17,039
(Increase) in related pry covenant not to compete 0 (460,000)
Increase (decrease) in obligations under capital
leases (42,431) 0
(Increase) in Acquisition Costs (114,589) 0
------------------ --------------
Net cash (used in) investing activities (2,338,225) (48,998)
------------------ --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of Common Stock 931,035 0
Proceeds from notes payable (84,346) 0
Proceeds from borrowings 0 496,000
Issuance of Series "D" Preferred Stock 500,000 0
Issuance of Series "E" Preferred Stock 1,868,750 0
Issuance of Series "F" Preferred Stock 75 0
(Payment) of cash dividends on Preferred Stock 0 (106,250)
------------------ --------------
Net cash provided by financing activities 3,215,514 315,000
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<PAGE>
Net cash increase (decrease) in cash (120,837) (411,315)
Cash and cash equivalents at beginning of period 73,751 1,344,870
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Cash and cash equivalents at end of period $ (47,086) $ 933,555
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</TABLE>
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
Page 7
<PAGE>
THE PRODUCERS ENTERTAINMENT GROUP LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
MARCH 31, 1999
(1) BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements of The
Producers Entertainment Group Ltd. ("TPEG" or the "Company") have been prepared
in accordance with generally accepted accounting principles for interim
financial information and in accordance with the instructions to Form 10-QSB.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all material adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. Operating results for the three-month period ended March 31, 1999 are
not necessarily indicative of the results that may be expected for the year
ended June 30, 1999. The information contained in this Form 10-QSB should be
read in conjunction with the audited financial statements filed as part of the
Company's Form 10-KSB for the fiscal year ended June 30, 1998.
On October 20, 1997, the Company acquired 100% of the outstanding capital
stock of three entities comprising the "Grosso Jacobson Companies" (including
Grosso Jacobson Productions, Inc., Grosso Jacobson Entertainment Corporation,
and Grosso Jacobson Music Company, Inc) through the merger of three wholly-owned
subsidiaries of the Company into the Grosso Jacobson Companies. The
consideration paid by the Company to the sole shareholders of the Grosso
Jacobson Companies pursuant to the merger was paid through the issuance of
2,222,222 shares of the Company's Common Stock valued at an issue price of $3.60
per share. The mergers of the Company's wholly-owned subsidiaries into the
Grosso Jacobson Companies for Common Stock of the Company has been recorded, for
financial statement reporting purposes, as a pooling of interests, and
accordingly, the accompanying financial statements reflect the combined results
of the pooled businesses for the respective periods presented.
On January 21, 1999, the Company announced that it was in discussions with
Messrs. Grosso and Jacobson whereby they would re-establish their private
production company and resign as officers and directors of the Company. As part
of this transaction, on January 19, 1999, Messrs. Grosso and Jacobson did resign
from the Company and are expected to return a certain number of shares of the
Company's common stock in exchange for certain of the Company's projects. The
parties have entered into an agreement in principle whereby the Company would
invest the sum of $575,000 in Messrs. Grosso and Jacobson's new company named
Grosso-Jacobson Communications in exchange for the termination of their
respective employment agreements as well as releasing each other from all
obligations, including the promissory notes set forth in the Company's 10-QSB
for the period ended December 31, 1998. Additionally, the Company shall be
entitled to receive a 15% profit participation on those projects transferred to
Messrs. Grosso and Jacobson's private production Company. As further
consideration for this agreement, Messrs. Grosso and Jacobson agreed to return a
total of 1,666,666 shares of TPEG Common Stock to the Company. As a result of
this transaction the Company recognized the one time amount, set forth as
Recovery of Expenses on the
Page 8
<PAGE>
Company's financial statements.
On July 15, 1998, the Company acquired 100% of the outstanding capital
stock of MWI Distribution, Inc., a California corporation ("MWI"), which is
engaged in the international co-production and licensing of television and video
programming, as well as merchandising. The acquisition was accomplished by
merger. The consideration paid by the Company to the sole shareholders of MWI
pursuant to the merger was paid through the issuance of a total of 1,203,704
shares of the Company's Common Stock valued at an issue price of $1.75 per
share. In addition, the Company may have to pay additional consideration, in the
form of Common Stock, to the stockholders of MWI, which payments are contingent
upon the performance of MWI over a period of time. Under the terms of the Merger
Agreement, the stockholders of MWI could have received up to an additional
109,428 shares of Common Stock if the Common Stock Average Price, as defined in
the Merger Agreement, does not equal or exceed $3.80 per share between July 15,
1998 and June 30, 1999. On January 20, 1999, the Company announced that it was
interested in selling this subsidiary. The Company is not in discussions at this
time regarding this sale. On January 21, 1999, one of the stockholders, Thomas
Daniels and the Company entered into an agreement in principle whereby Mr.
Daniels would be granted the option to purchase 500,000 shares of the Company's
Common Stock at a price equal to $0.82 per share, in exchange for the
relinquishment of Daniels' opportunity to receive the additional shares listed
above.
(2) GOODWILL
Goodwill related to the acquisition of MWI is being amortized over a
period of five years.
(3) DIVIDEND ON SERIES A PREFERRED STOCK
For the three months ended September 30, 1998 and December 31, 1998, the
Company issued shares of its Common Stock at a combined market value equivalent
to $212,000, representing the $106,250 quarterly dividend required to be paid on
the Series A Preferred Stock for each of the quarters ended September 30, 1998
and December 31, 1998. For the three months ended March 31, 1999, the Company
will issue shares of its Common Stock at a market value equivalent to $106,250
for the quarterly dividend required to be paid on the Series A Preferred Stock.
(4) LOSS PER SHARE
Loss per share for the three-month period ended March 31, 1999 has been
computed after deducting the dividend requirements of the Series A Preferred
Stock. It is based on the weighted average number of common and common
equivalent shares reported outstanding during the entire period ending on March
31, 1999.
(5) STOCK OPTIONS AND WARRANTS
The Company uses APB Opinion No. 25 "Accounting for Stock Issued to
Employees" to calculate the compensation expense related to the grant of options
to purchase Common Stock under the intrinsic value method. Accordingly, the
Company makes no adjustments to its compensation expense or equity
Page 9
<PAGE>
accounts for the grant of options. The Company has made several grants of
options for the period ended March 31, 1999. At March 31, 1999 there were
options to acquire 2,670,665 shares outstanding at exercise prices ranging from
$0.82 per share to $24.00 per share of Common Stock.
In connection with the Company's offering in 1996, the Company issued
5,100,000 Warrants to purchase 5,100,000 shares of common stock at an exercise
price of $1.75 per share (or one warrant for one share of Common Stock). These
warrants trade on the Nasdaq Small Cap market under the symbol "TPEGW". In April
1998, the Company's stockholders approved a 1-for-3 reverse stock split of the
Company's Common Stock. Pursuant to the terms of the Warrant Agreement governing
the warrants, the terms of the warrants were automatically adjusted so that the
5,100,000 warrants outstanding can now be exercised to purchase 1,700,00 shares
of Common Stock in the aggregate at $5.25 per share. Therefore, in order to
acquire one share of stock, a warrant holder must exercise three warrants and
pay an aggregate exercise price of $5.25.
(6) RELATED PARTY TRANSACTIONS
As of the period ended March 31, 1999, the Company issued a promissory
note to Mountaingate Productions, LLC, an affiliate of Irwin Meyer, Chief
Executive Officer and Co-Chairman of the Board of Directors of the Company, for
the sum of $50,384.60, which represents amounts owed to Mountaingate
Productions, LLC under its production agreement with the Company. The promissory
note bears interest at the rate of ten percent (10%) per annum.
<PAGE>
SIGNATURES
Pursuant to 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.
IAT RESOURCES CORPORATION
(FORMERLY THE PRODUCERS ENTERTAINMENT GROUP LTD.)
------------------------------------------------
(Registrant)
Dated: JUNE 8, 1999 /S/ IRWIN MEYER
------------ ---------------
Irwin Meyer, Chief Executive Officer
Dated: JUNE 8,1999 /S/ ARTHUR H. BERNSTEIN
----------- -----------------------
Arthur Bernstein, Executive Vice President,
Principal Financial Officer
Page 24
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-START> JUL-01-1998
<PERIOD-END> MAR-31-1999
<CASH> (47,086)
<SECURITIES> 0
<RECEIVABLES> 2,222,319
<ALLOWANCES> 0
<INVENTORY> 1,484,006
<CURRENT-ASSETS> 0
<PP&E> 153,894
<DEPRECIATION> 0
<TOTAL-ASSETS> 6,028,801
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
1,325
<COMMON> 7,877
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 6,028,801
<SALES> 1,142,188
<TOTAL-REVENUES> 1,142,188
<CGS> 819,294
<TOTAL-COSTS> 819,294
<OTHER-EXPENSES> 3,001,561
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,885,443)
<INCOME-TAX> 16,254
<INCOME-CONTINUING> (1,901,697)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,220,447)
<EPS-BASIC> (.25)
<EPS-DILUTED> (.25)
</TABLE>
