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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A1
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1999
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ------- to -------
Commission File Number: 000-24706
SELECT MEDIA COMMUNICATIONS, INC.
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(Exact name of small business issuer as specified in its charter)
New York 13-3415331
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(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
666 Third Avenue, New York, NY
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(Address of principal executive offices)
(212) 584-1900
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(Issuer's telephone number)
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(Former name, former address and former fiscal year,
if changed since last report)
Securities registered under Section 12(b) of the Exchange Act:
<TABLE>
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TITLE OF CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
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None
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Securities registered under Section 12(g) of the Exchange Act:
Common Stock ($0.01 par value)
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(Title of Class)
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(Title of Class)
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 Select Media 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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Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [__]
State issuer's revenues for its most recent fiscal year. $2,310,002
State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by references to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days. (See definition of affiliate in Rule
12b-2 of the Exchange Act.)
Aggregate Market Value of Common Stock held by Non-Affiliates on October 30,
2000: $27,344,308
Note: If determining whether a person is an affiliate will involve an
unreasonable effort and expense, the issuer may calculate the aggregate market
value of the common equity held by non-affiliates on the basis of reasonable
assumptions, if the assumptions are stated.
ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PAST FIVE YEARS
Check whether Select Media 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 a court. Yes [ ] No[X]
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: 9,602,592 shares of common stock.
Transitional Small Business Disclosure Format (Check One): Yes [ ] No [X]
DOCUMENTS INCORPORATED BY REFERENCE
Not applicable.
Transitional Small Business Disclosure Format (Check One): Yes ___ No _X__
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PART I
ITEM 1. DESCRIPTION OF BUSINESS.
Select Media Communications, Inc. (the "Company" or "Select Media"), a New York
media company, was organized in September 1981. The Company's common stock is
traded in the non-Nasdaq over-the-counter market (the "pink sheets") under the
symbol "SMTV.OB." Select Media began operations as a producer and distributor of
"vignettes," which are short-form (thirty-second) informational programs
distributed by particular sponsors for viewing during regular programming. In
1998, Select Media hired personnel to provide services to worldwide news
broadcasters and act as a television news agency under the name "Select
International Television Network" ("SITN") to produce and distribute news
segments for sale to local and foreign news broadcasters. During the period
covered by this report, the Company's principal sources of revenue were the SITN
operations and the production and distribution of video press releases. Because
of an inability to use studio space in a new facility, SITN's business is now
limited to distributing news segments produced by others. See Item 3, "Legal
Proceedings."
On October 13, 1995, the Company filed a voluntary petition for reorganization
pursuant to Chapter 11 of Title 11 of the United States Bankruptcy Code. The
petition was filed in the United States Bankruptcy Court for the Southern
District of New York and its plan of reorganization was confirmed on August 28,
1997. In the period from the Company's bankruptcy filing in October 1996 until
September 1998, the Company was essentially dormant. In September 1998, the
Company reactivated its marketing efforts, began marketing its vignette products
to advertisers, began production and distribution of video press releases for
General Motors Corporation and began repositioning the Company and its business.
In 1999, the Company was dependent upon one major customer (General Motors
Corporation) for over 35% of its revenues. In 2000, the Company has had minimal
revenues as it has focused on restructuring its business. Thus, in 2000, the
Company has not been dependent on any major customers, and does not reasonably
foresee any such dependence for the balance of the current year. The Company's
current sources of revenues consist of revenues from the distribution of video
news releases, its international news division and revenue from its Sigma Sound
Studio, Inc. subsidiary ("Sigma"). Resale of advertising airtime has never
constituted a major source of the Company's revenues.
In January 2000, Select Media repositioned its business as the owner of
entertainment content providers whose product is marketed through traditional
media and over the Internet. In January 2000, Select Media purchased all the
outstanding stock of Sigma for $1,000,000, of which $400,000 was paid in 1999,
with the balance due in payments of $200,000 on June 30 and January 30 until
paid in full, beginning June 30, 2000. Sigma is a full service recording studio
that provides services to record companies, independent artists and record
producers. Founded in 1968 by Joseph Tarsia, Sigma's president, Sigma is a state
of the art recording facility, including both analog and digital capabilities.
Sigma and its staff of engineers assist record producers in recording, mixing
and editing music and video tracks for sale as recorded music or videos. In
March
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2000, Select Media purchased the assets of After Hours Productions, Inc. ("AHP")
for $125,000, which was paid at closing.. AHP creates custom music and video
products. These acquisitions were accounted for as purchases. See Financial
Statements and notes to Financial Statements.
SUBSEQUENT EVENTS
On September 11, 2000, the Company entered into a letter of intent to purchase
all the assets and liabilities of Betelgeuse Productions, LLC ("Betelgeuse"), a
full service television and video production and post-production business in New
York, for a total of $10,000,000 in cash; subject to adjustment. Upon the
signing of a definitive Asset Purchase Agreement, the Company will make a down
payment of $200,000 to Betelgeuse, with three additional $100,000 payments in
the following three months for a total down payment of $500,000. The balance of
the purchase price will be due at a closing to be held within six (6) months of
the signing of the definitive Agreement. The Company has received a firm
commitment from Lloyds Bahamas Securities, Ltd. ("Lloyds") for the $500,000 down
payment. The Company does not yet have a commitment from a funding source for
the balance of the purchase price.
MARKET SEGMENTS
During the year ended December 31, 1999, the Company's television production
business could be divided into three distinct markets: (1) short and long form
television production and distribution; (2) international news production and
distribution; and (3) entertainment content production and distribution.
Short and Long Form Television Production and Distribution
The Company's legacy vignette and video press release business comprise this
market segment, along with proposed future television projects. The Company
retains its ability to produce and distribute both short-form and long-form
video productions. These include vignette products, video press releases and
traditional television programming. During the year ended December 31, 1999,
this segment accounted for over 50% of the Company's revenues. As a result of
the Company's repositioning of its business in 2000, the Company has focused on
products other than vignettes and video press releases.
Select Media continues to market its remaining vignette products to large
advertisers directly to the marketing departments of these companies. Select
Media uses its own internal staff for such marketing. Generally, Select Media
purchases "distressed" or unwanted airtime at a discount for use by its
customers. Select Media resells the airtime with a slight mark-up to cover its
costs. Select Media is developing vignettes for radio, and is developing a form
of vignette for on-line advertising. In the period covered by this report, the
Company marketed its video press release services to major manufacturers of
consumer products, which have significant advertising budgets. Given the shift
in the Company's business to that of an entertainment content provider, the
Company no longer markets its video press release service.
International News Production and Distribution
During 1998 and 1999, the SITN business was active and the Company produced and
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distributed news segments on behalf of a growing number of international news
operations with small U.S. presences. During the year ended December 31, 1999,
the segment accounted for approximately 45% of the Company's revenues. The
Company marketed the services of its international news division to foreign
journalists stationed in New York. As a result of the Company's inability to use
its studio space and 666 Third Avenue (see Item 3, "Legal Proceedings"), the
SITN business is inactive.
Entertainment Content Production and Distribution.
The Company's entrance into this business segment began in January 2000 with the
acquisition of Sigma by Select Media. In March 2000, Select Media acquired AHP
for this business segment. Sigma owns a state of the art recording facility
staffed by experienced professional sound engineers. AHP produces custom audio
and video content for sale through direct marketers, television shopping
channels and traditional record distributors.
Sigma markets its recording services to independent record producers and
recording artists. Sigma markets its services directly through its principals.
Sigma and AHP have also produced compilation albums sold direct to consumers
through home shopping channels, direct response television and direct mail.
The Company distributes its products mainly electronically either by tape or via
satellite. The Company's Sigma subsidiary provides its services to independent
record producers and recording artists from throughout the United States.
The Company has not and does not in the future expect to have significant
research and development expenses.
Select Media's business is subject to numerous risk factors, including, but not
limited to, the following:
RISKS RELATED TO THE COMPANY'S BUSINESS
Conflicts of Interest. Mr. Mongiardo and Mr. Simmons, the Company's non-employee
directors, may in the future participate in business ventures that could be
deemed to compete directly with the Company. Additional conflicts of interest
and non-arms length transactions may also arise in the future in the event the
Company's officers or directors are involved in the management of any firm with
which the Company transacts business. The Company has adopted a policy that the
Company will not seek a merger with, or acquisition of, any entity in which
members of the Company's management serve as officers, directors or partners, or
in which they or their family members own or hold any material ownership
interest.
Select Media Anticipates Future Losses and Negative Cash Flow; Substantial
Accumulated Deficit. Select Media expects operating losses and negative cash
flow to continue for the
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foreseeable future. Select Media anticipates the Company's losses will increase
significantly from current levels because the Company expects to incur
additional costs and expenses related to:
- Brand development, marketing and other promotional activities;
- Expansion of the Company's operations;
- Integration of the Sigma and AHP acquisitions;
- Potential other acquisitions in the Company's areas of focus; and
- Development of relationships with strategic business partners.
As of December 31, 1999, Select Media had an accumulated deficit of $9,747,546.
Select Media incurred net losses of $5,395,781 on gross sales of $2,310,002 for
the fiscal year ended December 31, 1999. These losses were due to an increase in
expenses related to the relocation of the Company's offices, the expansion of
the SITN business in 1999 and expenses related to stock-based compensation. The
Company's ability to become profitable depends on the Company's ability to
generate and sustain substantially higher net sales while maintaining reasonable
expense levels. If Select Media does achieve profitability, the Company cannot
be certain that the Company would be able to sustain or increase profitability
on a quarterly or annual basis in the future. See Item 6--"Managements
Discussion and Analysis."
Qualified Report Of Independent Certified Public Accountants Regarding the
Company's Ability to Continue as a Going Concern. Our independent certified
public accountants' report on our financial statements for the year ended
December 31, 1999 states that the Company's working capital deficiency of
$3,637,572, stockholders' deficiency of $2,424,076 and losses from operations of
$5,070,464 raise substantial doubt about Select Media's ability to continue as a
going concern. See Note 15 to the Company's Financial Statements.
Possible Securities Law Violations and Costs of Registration. In October 1999,
the Company engaged in a private placement of its common stock under an
exemption from registration under the Securities Act of 1933 (the "Securities
Act"). Although the Company offered and sold the securities in good faith, it is
possible that the Company did not have a valid exemption for such sales. The
Company has undertaken to register these shares under the Securities Act in the
near future. This registration will entail substantial costs for the Company and
distract the Company's management from other duties. The Securities and Exchange
Commission (the "SEC") could bring an action to sanction the Company, which
could entail fines or limits on the Company's securities activities.
If the Company Loses the Pending Lawsuit with its Landlord, Such a Loss Will
Have a Material Adverse Effect on the Company's Financial Statements. The
Company is in a dispute with its landlord over a number of issues relating to
the Company's lease and leasehold improvements. See Item 3, "Legal Proceedings."
If the Company loses this dispute, it could result in substantial liability to
the Company, which will have a material adverse effect on the Company's business
and financial statements.
The Company Has A Substantial Payroll Tax Liability That is Currently being
Negotiated with the Internal Revenue Service. Included in the liabilities on the
balance sheet found in the Company's audited financial statements is an accrued
expense of approximately $879,000 that represents past due payroll taxes and
estimated penalties and interest. The Company is
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attempting to negotiate with the Internal Revenue Service (the "IRS") for a
reasonable payment plan. If the Company is unable to negotiate a payment plan
with the IRS, the IRS could file a tax lien on the Company's assets, which would
have a material adverse effect on the Company's business.
The Company's Operating Results are Volatile and Difficult to Predict. If Select
Media Fails to Meet the Expectations of Public Market Analysts and Investors,
the Market Price of the Company's Common Stock May Decrease Significantly. The
Company's annual and quarterly operating results may fluctuate significantly in
the future due to a variety of factors, many of which are outside of the
Company's control, including, among other things, the unpredictability of
consumer trends. Because the Company's operating results are volatile and
difficult to predict, Select Media believes that quarter-to-quarter comparisons
of the Company's operating results are not a good indication of the Company's
future performance. It is likely that in some future quarter the Company's
operating results may fall below the expectations of securities analysts and
investors. In this event, the trading price of the Company's Common Stock may
fall significantly. Factors that may harm the Company's business or cause the
Company's operating results to fluctuate include the following:
- The Company's inability to obtain new customers at reasonable cost and retain
existing customers;
- Decreases in the funds available for marketing and promoting the Company's
services;
- The Company's inability to manage integration of acquisitions;
- The Company's inability to adequately maintain, upgrade and develop the
Company's technical systems;
- The ability of the Company's competitors to offer competitive services or
products;
- Price competition;
- The termination of existing, or failure to develop new, strategic marketing
relationships;
- Increases in the cost of marketing; and
- The amount and timing of operating costs and capital expenditures relating to
expansion of the Company's operations.
A number of factors will cause the Company's gross margins to fluctuate in
future periods, including the mix of services provided by the Company and its
subsidiaries, the market for the Company's products, the Company's ability to
keep up with technical innovations and efficiencies and the like. Any change in
one or more of these factors could harm the Company's gross margins and
operating results in future periods.
If Select Media Is Unable To Obtain Contracts for use of its Vignettes From the
Company's Customers, the Company's Net Sales Would Be Adversely Affected. The
cost of advertising airtime has the greatest impact on whether the Company can
sell its vignette products. For each airing of a vignette, the customer has to
purchase sufficient airtime to broadcast both the vignette and the customer's
own advertisement. The greater the cost of airtime, the higher the cost to the
customer. The Company only resells airtime to its vignette customers to air
vignettes. The Company is not in the business of reselling airtime to third
parties. If Select Media were unable to sell the use of its vignettes to its
customers because of airtime costs of other factors, the Company's net sales and
results of operations would be harmed.
To Manage the Company's Growth and Expansion, Select Media Needs to Integrate
its
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Acquisitions. If Select Media Is Unable To Do So Successfully, the Company's
Business Would Be Seriously Harmed. The Company's growth in operations and
possible acquisitions will place a significant strain on the Company's
management, information systems and resources. In order to manage this growth
effectively, Select Media needs to continue to improve the Company's financial
and managerial controls and reporting systems and procedures. The Company's
failure to successfully implement, improve and integrate these systems and
procedures would harm the Company's results of operations.
If Select Media is unable to obtain financing, the Company will be unable to
complete the acquisition of Betelgeuse, which would seriously affect the
Company's business plan. Although the Company has secured a commitment from
Lloyds for the down payment on its acquisition of Betelgeuse, the Company does
not yet have financing committed for the balance of the purchase price of
$9,500,000. If the Company is unable to complete the acquisition because it is
unable to raise sufficient financing, the Company will lose any monies given to
Betelgeuse or a down payment on this transaction.
Select Media May Not Be Able To Compete Successfully Against Current and Future
Competitors. The Company faces competition from some of the largest
entertainment companies in the United States. With regard to its television
production business, it is difficult to estimate the size of the vignette
market. The Company is not aware of any other reporting companies involved in
the vignette business. The Company believes that competition in this business
segment comes not from other producers of vignettes, but from other users of
scarce airtime. One of the most significant developments in the broadcast
television industry in the 1990's has been the growth of alternative broadcast
networks, such as Fox, WB and UPN. Before this development, television stations
that were not affiliates of the three large television networks (CBS, NBC, ABC)
were independent local stations, each of which had substantial amounts of
airtime to sell to the Company and its customers. Today, most formerly
independent stations are affiliated with one of the new networks. As a result,
the network, in exchange for providing programming, gets to sell a significant
portion of the affiliate's broadcast airtime. Therefore, the affiliate has less
airtime to sell itself. Scarcity of a commodity tends to increase the price. As
a result, the cost of airtime has dramatically increased. The entertainment
market is rapidly evolving and intensely competitive. Increased competition is
likely to result in price reductions, reduced gross margins and loss of market
share, any of which could seriously harm the Company's net sales and results of
operations. Select Media expects competition to intensify in the future, as
additional distribution channels for entertainment product are opened.
In its International News business segment, the Company faces competition from
other independent video production businesses. The Company's main attractions
for international news operations are its studio space, video equipment and
Midtown Manhattan location. Because of a dispute with its landlord, described
below in Item 3, "Legal Proceedings," the Company is unable to provide the
necessary studio and office space to its SITN international news partners.
Without the needed studio space, the Company is unable to compete with its
competition in this business segment at this time.
In its Entertainment Content business, Sigma competes with numerous recording
studios located throughout the United States. Sigma can successfully compete
with these competitors because of its central location on the eastern seaboard,
its state of the art equipment and its facility and its staff of experienced
professional engineers.
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AHP competes with a large number of independent record and video producers on
the basis of expertise and creativity.
Many of the Company's competitors have longer operating histories, larger
customer bases, greater brand recognition and significantly greater financial,
marketing and other resources than does Select Media. Many of these competitors
can devote substantially more resources to marketing and promotion than can
Select Media. In addition, larger, well-established and well-financed
entertainment companies may try to offer competing products. The Company's
competitors may be able to adopt more aggressive pricing policies than can
Select Media.
If Select Media Does Not Successfully Expand the Company's Product Offerings,
the Company's Business Could be Seriously Harmed. If Select Media does not
successfully expand the Company's product offerings, including news services,
video press releases and services of its subsidiaries, Select Media will not be
able to increase the Company's net sales in accordance with the expectations of
securities analysts and investors. In such an event, the Company's business will
be harmed. The Company's success depends on the Company's ability to expand the
Company's product and service offerings rapidly in order to accommodate a
significant increase in customer orders. The Company's planned expansion may
cause disruptions that could harm the Company's business, results of operations
and financial condition.
If Select Media Does Not Respond To Rapid Technological Changes, the Company's
Services Could Become Obsolete and the Company's Business Would Be Seriously
Harmed. If Select Media faces material delays in introducing new services,
products and enhancements, the Company's customers may forego the use of the
Company's services and use those of the Company's competitors. To remain
competitive, Select Media must continue to improve and expand its product
choices and value-added services. The entertainment industry is rapidly changing
as a result of technology improvements, new distribution channels and new
customer demands. If competitors introduce new products and services embodying
new technologies, or if new industry standards and practices emerge, the
Company's existing products and services may become obsolete. Developing,
enhancing and upgrading the Company's technology entails significant technical
and business risks. Select Media may use new technologies ineffectively or
Select Media may fail to adapt the Company's existing technology and the
Company's computer network to customer requirements or emerging industry
standards.
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If the Protection of the Company's Technology, Trademarks and Proprietary Rights
Is Inadequate, the Company's Business Will Be Seriously Harmed. The Company
depends on copyright protection to protect the content of its products. In
addition, the Company has sought trademark protection for its logo. With the
addition of Sigma, the Company will face significant challenges in the changing
distribution systems under development for prerecorded music product over the
Internet. These challenges may include incompatible file formats, inadequate
copy protection software and pricing regimes. The steps Select Media takes to
protect the Company's proprietary rights may be inadequate. Select Media regards
the Company's copyrights, service marks, trademarks, trade dress, trade secrets
and similar intellectual property as critical to the Company's success. Select
Media relies on trademark and copyright law, trade secret protection and
confidentiality or license agreements with the Company's employees, customers,
partners and others to protect the Company's proprietary rights. Sigma and AHP
depend on copyright protection for their proprietary products.
The Loss of the Services of One Or More of the Company's Key Personnel, or the
Company's Failure To Attract, Assimilate and Retain Other Highly Qualified
Personnel in the Future Would Seriously Harm the Company's Business. The loss of
the services of one or more of the Company's key personnel could seriously harm
the Company's business. Select Media depends on the continued services and
performance of the Company's senior management and other key personnel,
particularly Mitch Gutkowski. Mr. Gutkowski and all of the Company's key
employees are bound by employment agreements. Select Media does not have "key
person" life insurance policies covering any of the Company's employees.
Risks Associated With Potential Acquisitions. If Select Media is presented with
appropriate opportunities, Select Media intends to make investments in
complementary companies, products or technologies. Select Media may not realize
the anticipated benefits of any acquisition or investment. If Select Media buys
a company, Select Media could have difficulty in assimilating that company's
personnel and operations. In addition, the essential personnel of the acquired
company may decide not to work for the Company. If Select Media makes other
types of acquisitions, Select Media could have difficulty in assimilating the
acquired technology or products into the Company's operations. These
difficulties could disrupt the Company's ongoing business, distract the
Company's management and employees and increase the Company's expenses.
Furthermore, Select Media may have to incur debt or issue equity securities to
pay for any future acquisitions or investments, the issuance of which could be
dilutive to the Company or the Company's existing stockholders.
Existing Stockholders Will Be Able to Exercise Significant Control Over Select
Media. Mr. Gutkowski, Chairman and Chief Executive Officer of Select Media, and
Mr. Sartorio, an employee of the Company, each own approximately 21% of the
Company's common stock and, along with the Company's other executive officers,
directors, employees and entities affiliated with them, if acting together,
would be able to significantly influence all matters requiring approval by the
Company's stockholders, including the election of directors and the approval of
mergers or other business combination transactions. These stockholders, taken
together, beneficially own approximately 43% of the Company's outstanding common
stock and can effectively elect all directors and pass any action requiring
stockholder approval
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at a meeting. Mr. Sartorio is an employee of the Company responsible for mergers
and acquisitions and corporate structure issues. He is not an officer of Select
Media. See Item 11, "Security Ownership of Certain Beneficial Owners and
Management" and Item 9 "Directors, Executive Officers, Promoters and Control
Persons."
RISKS RELATED TO SECURITIES MARKETS
Select Media May Be Unable to Meet the Company's Future Capital Requirements.
Select Media cannot be certain that additional financing will be available to
the Company on favorable terms when required, or at all. If Select Media raises
additional funds through the issuance of equity, equity-related or debt
securities, such securities may have rights, preferences or privileges senior to
those of the rights of the Company's Common Stock and the Company's stockholders
may experience additional dilution. Select Media requires substantial working
capital to fund the Company's business. Since the Company's emergence from
Chapter 11 bankruptcy proceedings, Select Media has experienced negative cash
flow from operations and expects to experience significant negative cash flow
from operations for the foreseeable future. Select Media currently anticipates
that the Company's available funds will be sufficient to meet the Company's
anticipated needs for working capital and capital expenditures through at least
the next 12 months. "Available Funds" include the balance of the $116,000 due
from Lloyds on its initial financing commitment, an additional $2 million
commitment from Lloyds contingent upon the Company's relisting on the OTC
Bulletin Board and expected revenues. Select Media may need to raise additional
funds before the expiration of such period.
In addition, although the Company has a commitment to cover the $500,000 down
payment on the Betelgeuse acquisition, the Company does not have a commitment
for the balance of $9,500,000 of the purchase price. If the Company is unable to
secure financing, the Company could forfeit any monies paid to Betelgeuse as a
down payment.
Broker-Dealer Sales of Shares. The Company's Common Stock is quoted in the "pink
sheets." The Nasdaq Stock Market, Inc. has recently revised the entry and
maintenance criteria for listing eligibility on The Nasdaq SmallCap Market(TM)
to require at least $4 million in net tangible assets or $750,000 net income in
two of the last five years, a public float of at least 1 million shares, $5
million market value of public float, a minimum bid price of $4.00 per share, at
least three market makers, and at least 300 stockholders. The maintenance
standards (as opposed to entry standards) require at least $2 million in net
tangible assets or $500,000 in net income in two of the last three years, a
public float of at least 500,000 shares, a $1 million market value of public
float, a minimum bid price of $1.00 per share, at least two market makers, and
at least 300 stockholders.
The Company can give no assurances that the Common Stock will ever qualify for
inclusion on the Nasdaq System. Until the Company's shares qualify for inclusion
in the Nasdaq system, the Common Stock will continue to be traded in the
over-the-counter markets through the "pink sheets", as the common stock is
currently traded, or on the OTC Bulletin Board. If the Company's stock price
falls below $5.00 per share, the Company's Common Stock would be covered by an
SEC rule that imposes additional sales practice requirements on broker-dealers
who sell such securities to persons other than established customers and
accredited investors (generally institutions with assets in excess of $5,000,000
or individuals with net worth in excess of $2,500,000 or annual income exceeding
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$200,000 or $300,000 jointly with their spouse). For transactions covered by the
rule, the broker-dealer must make a special suitability determination for the
purchaser and receive the purchaser's written agreement to the transaction
before the sale. The broker-dealer must also provide the purchaser with specific
disclosures regarding the risks of investing in "penny stocks," customer rights
and broker responsibilities. Consequently, the rule may affect the ability of
broker-dealers to sell the Company's securities and may affect the ability of
the stockholders to sell their shares in the secondary market.
At this time, the Company has not had any discussions with any party to request
or encourage any broker-dealer to act as a market maker in the Company's stock,
nor has the Company any plans to do so in the future, either directly or
indirectly. The Company has not engaged any consultants to act on its behalf in
this matter, nor does the Company have any present intention to do so. Once the
Company's stock is eligible for quotation on the OTC Bulletin Board, the Company
expects to provide any interested market makers (upon request) with the
information necessary to file the required documents with regulatory
authorities. The Company intends to notify the firms that now make a market in
the Company's stock on the pink sheets of its eligibility for inclusion on the
OTC Bulletin Board when that occurs.
The Company's Common Stock Price May Be Volatile, Which Could Result in
Substantial Losses For Individual Stockholders. The market price for the
Company's common stock is likely to be highly volatile and subject to wide
fluctuations in response to factors including the following, some of which are
beyond the Company's control:
- Actual or anticipated variations in the Company's quarterly operating
results;
- Announcements of new products or services by the Company or the Company's
competitors;
- Changes in financial estimates by securities analysts;
- Conditions or trends in the entertainment industry;
- Changes in the economic performance and/or market valuations of other
independent entertainment companies;
- Announcements by the Company or the Company's competitors of significant
acquisitions, strategic partnerships, joint ventures or capital commitments;
- Additions or departures of key personnel;
- Release of lock-up or other transfer restrictions on the Company's
outstanding shares of common stock or sales of additional shares of
common stock; and
- Potential litigation.
If the Company's Stock Price Is Volatile, Select Media Could Face a Securities
Class Action Lawsuit. In the past, following periods of volatility in the market
price of their stock, many companies have been the subjects of securities class
action litigation. If disgruntled stockholders sued Select Media in a securities
class action, it could result in substantial costs and a diversion of
management's attention and resources and would harm the Company's stock price.
Substantial Sales of the Company's Common Stock Could Cause the Company's Stock
Price To Fall. If the Company's stockholders sell substantial amounts of the
Company's Common Stock in the public market, the market price of the Company's
Common Stock could fall. Such sales also might make it more difficult for the
Company to sell equity or equity-related securities in the future at a time and
price that Select Media deems appropriate. The
10
<PAGE> 13
Company's stock is thinly traded and small volume fluctuations can have major
impacts on price.
Reporting Requirements May Delay or Preclude Acquisition. Sections 13 and 15(d)
of the Securities Exchange Act of 1934 (the "1934 Act"), require companies
subject thereto to provide certain information about significant acquisitions,
including certified financial statements for the company acquired, covering one,
two, or three years, depending on the relative size of the acquisition. The time
and additional costs that may be incurred by some target entities to prepare
such statements may significantly delay or essentially preclude consummation of
an otherwise desirable acquisition by the Company. Acquisition prospects that do
not have or are unable to obtain the required audited statements may not be
appropriate for acquisition so long as the reporting requirements of the 1934
Act are applicable.
ITEM 2. DESCRIPTION OF PROPERTY.
The Company leases a facility as its headquarters located at 666 Third Avenue,
New York, New York. This facility contains studio space, editing equipment and
offices. The facility contains approximately 16,700 square feet total, of which
11,000 square feet are used for office space, 4,000 square feet are used for
studios and 1,200 square feet are used to house equipment. The lease on this
facility expires February 15, 2015 and the annual lease payments in 2000 are
$522,951 for the entire facility. However, because of its dispute with its
landlord, the Company vacated this facility on November 13, 2000. See Item 3,
"Legal Proceedings." Select Media is now using excess space leased by
Betelgeuse. Unless the Landlord re-lets the space at 666 Third Avenue to a new
tenant, the Company may be responsible for future payments on the lease.
As part of the Sigma transaction, the Company leases a facility located at North
12th Street, Philadelphia, Pennsylvania as the recording studio and offices of
Sigma Sound. This facility contains recording studio space, editing equipment
and offices. The facility contains approximately 3,000 square feet total, of
which 1,000 square feet are used for office space and 2,000 square feet are used
for studios. The lease on this facility expires January 31, 2005 and the annual
lease payments are $76,000 for the entire facility.
ITEM 3. LEGAL PROCEEDINGS.
In November, 1999, 405 Lexington, L.L.C. (the "Landlord") began an action in New
York City Landlord-Tenant Court alleging that Select Media had breached its
lease and seeking the payment of use and occupancy. The Landlord is seeking up
to $600,000 in additional payments based on an alleged breach of the lease. The
Company is defending this action and
11
<PAGE> 14
believes the allegations of the Landlord are without merit. On a motion by the
Company, this action has been consolidated with the Supreme Court Action
discussed in the following paragraph.
In May, 2000, Select Media began an action in New York Supreme Court against the
Landlord seeking an injunction to permit completion of the build-out of the
studios to be used for SITN and surrounding space in its leased premises, the
release of $706,880 of Landlord's contributions toward build-out already
completed and for damages in excess of $10 million for loss of the SITN
business. On a motion by Select Media, the Court has consolidated this action
with the Landlord-Tenant Court action. The Court has ordered discovery in this
action beginning November 20, 2000.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted for a stockholder vote during the period covered by
this report.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
Price quotations for the Company's Common Stock are posted presently on the
"pink sheets" and have been since April 2000. From August 1997 to March 2000,
the Company's common stock was quoted on the OTC Bulletin Board. The symbol for
the Company's stock was originally "SMTV." When the Company's stock was no
longer eligible for inclusion on the OTC Bulletin Board on April 5, 2000, the
stock became traded on the "pink sheets." In the period from March 10, 2000 to
April 14, 2000, the OTC Compliance Unit of the NASD affixed the letter "E" to
the symbol. When the Company's shares were no longer eligible for OTC Bulletin
Board inclusion, the shares became quoted on the "pink sheets" and the symbol
reverted to "SMTV." The suffix ".OB" is now affixed to all non-NASDAQ
over-the-counter stocks.
As soon as the Company becomes eligible, the Company intends to request a
listing for the common stock on the Nasdaq SmallCap Market(TM). This listing
requires certain asset, earnings and per share price standards that the Company
does not now meet. The Company can give no assurance that it will meet these
standards in the foreseeable future, it at all.
(a) Market Price.
The historical prices, adjusted for a 1 for 300 reverse stock split effective
November 15, 1999, for the Company's Common Stock on the OTC Bulletin Board and
the "pink sheets" are as follows:
12
<PAGE> 15
<TABLE>
<CAPTION>
Period High Low
---------------------------------------------------------------------
1997
<S> <C> <C>
First Quarter $52.50 $33.00
---------------------------------------------------------------------
Second Quarter $46.50 $30.00
---------------------------------------------------------------------
Third Quarter $204.00 $30.00
---------------------------------------------------------------------
Fourth Quarter $144.00 $36.00
---------------------------------------------------------------------
1998
First Quarter $51.00 $15.00
---------------------------------------------------------------------
Second Quarter $300.00 $16.50
---------------------------------------------------------------------
Third Quarter $267.00 $45.00
---------------------------------------------------------------------
Fourth Quarter $108.00 $30.00
---------------------------------------------------------------------
1999
First Quarter $84.00 $42.00
---------------------------------------------------------------------
Second Quarter $183.00 $52.50
---------------------------------------------------------------------
Third Quarter $60.00 $27.00
---------------------------------------------------------------------
Fourth Quarter $30.00 $2.00
---------------------------------------------------------------------
2000
First Quarter $6.50 $5.00
---------------------------------------------------------------------
Second Quarter $6.25 $4.75
---------------------------------------------------------------------
Third Quarter $6.00 $5.50
---------------------------------------------------------------------
</TABLE>
The foregoing information was obtained from the National Quotation Bureau and
reflects inter-dealer prices, without retail mark-up, mark-down or commission,
and may not represent actual transactions.
The main cause of the most extreme of these fluctuation is the effect of
recasting historical stock prices to account for the Company's 1 for 300 reverse
stock split. Small changes in the prior periods are magnified when the stock
prices are adjusted. In addition, the Company's stock is very thinly traded,
with few shares traded on any given day. This lack of volume tends to make price
fluctuations more volatile.
For the initial listing in the Nasdaq SmallCap Market(TM), a company must have
net tangible assets of $4 million or market capitalization of $50 million or a
net income (in the latest fiscal year or two of the last fiscal years) of
$750,000, a public float of 1,000,000 shares with a market value of $5 million.
The minimum bid price must be $4.00 and there must be three
13
<PAGE> 16
market makers. In addition, there must be 300 stockholders holding 100
shares or more, and the company must have an operating history of at least one
year or a market capitalization of $50 million. For continued listing in the
Nasdaq SmallCap Market (TM), a company must have net tangible assets of $2
million or market capitalization of $35 million or a net income (in the latest
fiscal year or two of the last fiscal years) of $500,000, a public float of
500,000 shares with a market value of $1 million. The minimum bid price must be
$1.00 and there must be two market makers. In addition, there must be 300
stockholders holding 100 shares or more. The Company can give no assurances that
it will qualify its securities for listing on Nasdaq or some other national
securities exchange, or be able to maintain the maintenance criteria necessary
to insure continued listing. The failure of the Company to qualify its
securities or to meet the relevant maintenance criteria after such qualification
in the future may result in the discontinuance of the inclusion of the Company's
securities on a national exchange. In such events, trading, if any, in the
Company's securities may then continue in the non-Nasdaq over-the-counter
market. Consequently, a stockholder may find it more difficult to dispose of, or
to obtain accurate quotations as to the market value of, the Company's
securities.
(b) Holders. There are approximately 258 holders of the Company's Common Stock.
During 1998 and 1999, the Company issued 36,199 shares and 9,520,666 shares,
respectively, to investors for cash, in exchange for services, or to extinguish
debt. The Company's outstanding stock includes shares issued in the Company's
initial public offering in 1994, shares issued as part of the Company's
reorganization under Chapter 11 of the Bankruptcy Code and shares issued in
accordance with exemptions from registration afforded by Sections 3(b) or 4(2)
of the Securities Act of 1933, as amended (the "Securities Act").
In 1998, the Company issued shares of common stock as follows:
<TABLE>
<CAPTION>
Date Number of Shares Consideration
---- ---------------- --------------
<S> <C> <C>
4/09/98 204 Services
7/14/98 8,333 Services
8/03/98 1,200 Warrant Exercise
8/04/98 80 Conversion of Debt
8/06/98 88 Conversion of Debt
8/26/98 540 Conversion of Debt
8/27/98 188 Conversion of Debt
9/08/98 7,867 Conversion of Debt
9/09/98 489 Conversion of Debt
9/10/98 2,167 Services
9/14/98 500 Conversion of Debt
9/16/98 907 Conversion of Debt
9/28/98 2,270 Conversion of Debt
</TABLE>
14
<PAGE> 17
<TABLE>
<S> <C> <C>
9/28/98 4,667 Warrant Exercise
10/12/98 5,035 Conversion of Debt
12/02/98 1,667 Conversion of Debt
</TABLE>
15
<PAGE> 18
In 1999, the Company issued shares of common stock as follows:
<TABLE>
<CAPTION>
Date Number of Shares Consideration
---- ---------------- -------------
<S> <C> <C>
1/02/99 6,667 Stock-based Compensation
1/02/99 5,000 Shares issued in connection with bankruptcy
3/03/99 333 Services
3/03/99 5,000 Conversion of Debt
4/29/99 333 Services
4/29/99 1,667 Conversion of Debt
6/11/99 1,666 Conversion of Debt
10/22/99 4,000,000 Stock-based Compensation
10/22/99 1,000,000 Finders Fee
10/22/99 4,500,000 Cash ($1,000,000)
</TABLE>
As of the date of this report, 4,603,419 shares of the Company's Common Stock
held by non-affiliates are eligible for sale, including 62,692 shares eligible
under Rule 144 promulgated under the Securities Act of 1933, as amended, subject
to certain limitations included in such Rule. In general, under Rule 144, a
person (or persons whose shares are aggregated), who has satisfied a one year
holding period, under certain circumstances, may sell within any three-month
period a number of shares which does not exceed the greater of one percent of
the then outstanding Common Stock or the average weekly trading volume during
the four calendar weeks prior to such sale. Rule 144 also permits, under certain
circumstances, the sale of shares without any quantity limitation by a person
who has satisfied a two-year holding period and who is not, and has not been for
the preceding three months, an affiliate of the Company.
(c) Dividends. The Company has not paid any dividends to date, and has no plans
to do so in the immediate future.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
OVERVIEW
Select Media is a New York corporation whose common stock is currently traded in
the "pink sheets" under the symbol "SMTV.OB." Select Media began in the business
of producing and distributing "vignettes," which are short-form (thirty-second)
informational programs distributed by particular sponsors for viewing during
regular programming. In 1998, Select Media hired personnel to provide services
to worldwide news broadcasters and act as a television news agency under the
name "Select International Television Network" ("SITN") to produce and
distribute news segments for sale to local and foreign news broadcasters.
Because of an inability to use studio space in a new
16
<PAGE> 19
facility, SITN's business is now limited to distributing news segments produced
by others. In general, in the period covered by this report, the Company's
sources of revenues consisted of revenues from the distribution of video news
releases and from its international news division. Resale of advertising airtime
has never constituted a major source of the Company's revenues.
In the period from the Company's bankruptcy filing in October 1996 until
September 1998, the Company was essentially dormant. In 1999, the Company was
dependent upon one major customer (General Motors Corporation) for over 35% of
its revenues, most of which were received in the first six months of the year.
Beginning in the fall of 1999, the Company began its restructuring and moved its
offices. Thus far in 2000, the Company has had minimal revenues as it has
focused on restructuring its business and acquiring Sigma and AHP. Thus, in
2000, the Company has not been dependent on any major customers, and does not
reasonably foresee any such dependence for the balance of the current year.
In January 2000, Select Media repositioned itself as the owner of entertainment
content providers whose product can be marketed through traditional media and
over the Internet. In January 2000, Select Media purchased all the outstanding
stock of Sigma. Sigma is a full service recording studio that provides services
to record companies, independent artists and record producers. In March 2000,
Select Media purchased the assets of AHP. AHP creates custom music and video
products. These acquisitions were accounted for as purchases. See Financial
Statements and notes to Financial Statements.
COMPETITION
Select Media faces competition from some of the largest entertainment companies
in the United States. It is difficult to estimate the size of the vignette
market. The Company is not aware of any other reporting companies involved in
the vignette business. The Company believes that competition in its business
comes not from other producers of vignettes, but from other users of scarce
airtime. One of the most significant developments in the broadcast television
industry in the 1990's has been the growth of alternative broadcast networks,
such as Fox, WB and UPN. Before this development, television stations that were
not affiliates of the three major television networks (CBS, NBC and ABC) were
independent local stations, each of which had substantial amounts of airtime to
sell to the Company and its customers. Today, most formerly independent stations
are affiliated with one of the new networks. As a result, the network, in
exchange for providing programming, gets to sell a significant portion of the
affiliate's broadcast airtime. Therefore, the affiliate has less airtime to sell
itself. Scarcity of a commodity tends to increase the price. As a result, the
cost of airtime has dramatically increased.
The entertainment market is rapidly evolving and intensely competitive.
Increased competition is likely to result in price reductions, reduced gross
margins and loss of market share, any of which could seriously harm Select
Media's net sales and results of operations. Select Media expects competition to
intensify in the future as additional distribution channels for entertainment
product are opened. In particular, Select Media believes that the use of the
Internet for distribution of entertainment product is both an opportunity and a
challenge. With so many entertainment choices, Select Media faces the challenge
of adapting its core business to Internet entertainment. Select Media expects
that its acquisition of content
17
<PAGE> 20
providers will enable it to adapt to the Internet entertainment challenge,
because Select Media believes that Internet technology is developing faster than
content can be produced. Although the technology exists to provide a rich
entertainment experience via the Internet, Select Media believes that there is
not sufficient high quality content available for users. Select media intends to
provide that content.
In line with this strategy, in 2000 Select Media acquired Sigma and AHP. Select
Media has also signed a letter of intent to purchase all the assets and
liabilities of Betelgeuse. Betelgeuse has the ability to create entertainment
content for broadcast, cable and Internet and to adapt existing product for use
as Internet content.
MARKET STRATEGY
Select Media markets its remaining vignette products to large advertisers
directly to the marketing departments of these companies. Select Media uses its
own internal staff for such marketing. Select Media is developing vignettes for
radio, and is developing a form of vignette for on-line advertising. The cost of
advertising airtime has the greatest impact on whether the Company can sell its
vignette product. For each airing of a vignette, the customer has to purchase
sufficient airtime to broadcast both the vignette and the customer's own
advertisement. The greater the cost of airtime, the higher the cost to the
customer. The Company only resells airtime to its vignette customers to air
vignettes. The Company is not in the business of reselling airtime to third
parties.
Sigma markets its services directly through its principals. Sigma and AHP have
also produced compilation albums sold through home shopping channels, direct
response television and direct mail.
Select Media intends to create its own web site on the Internet for sale of
Select Media, Sigma and AHP custom product. The website development is in the
planning stage and completion of this project is contingent upon available
funding.
The Company has its Internet distribution system under development. The Company
is in discussion with another entity for sales of compact disks ("CDs") directly
over the internet to consumers, but has not entered into any firm agreement or
understandings as of yet. However, the Company does not intend implement any
downloadable music distribution strategy until issues of copyright protection
and payment are standardized in the industry.
Select Media has 11 full time and 2 part time employees and during the period
covered by this report, operated a facility at 666 Third Avenue, New York, New
York, which was used as the principal corporate office and the site of its
studio facilities. As a result of the Sigma acquisition, Select Media also
leases a sound recording studio facility at North 12th Street in Philadelphia,
Pennsylvania.
18
<PAGE> 21
RESULTS OF OPERATIONS
REVENUES
The following table sets forth certain items from Select Media's consolidated
statements of operations as a percentage of net revenues for the periods
indicated:
19
<PAGE> 22
<TABLE>
<CAPTION>
For the Year ended
December 31,
-------------------------------
1999 1998
-------------------------------
<S> <C> <C>
Net revenues 100.0% 100.0%
Cost of revenues 56.1% 48.9%
Gross profit 43.9% 51.1%
Operating expenses:
Marketing and selling 0% 0%
General and administrative 201.2% 291.1%
Nonrecurring costs 38.2% 453.0%
Amortization of acquisition-related
intangible assets 0% 0%
Total operating expenses 239.3% 744.1%
Operating income (loss) (195.4)% (693)%
Other income and expense, net (38.2)% (259.9)%
Income (loss) before income taxes (233.4)% (952.9)%
Provision for (benefit from)
income taxes 0% 0%
Net income (loss) (233.4)% (952.9)%
Net Revenues (233.4)% (952.9)%
</TABLE>
Before the Sigma acquisition, Select Media's net revenues were derived mainly
from the sales of vignettes, video press releases and SITN. In the year ended
December 31, 1999, net revenues increased by $1,861,879, or 415%, to $2,310,002
from $448,123 in the year ended December 31, 1998. The increase in net revenues
during 1999 was primarily attributable to revenues from its international news
operations and video press releases for General Motors Corporation. Select Media
expects SITN revenues in the coming year to be significantly lower than 1999
levels.
GROSS PROFIT
Cost of revenues consists primarily of costs associated with studio time and
transmission of
20
<PAGE> 23
signal for SITN and with producing vignettes and video press releases and
marketing the finished product, including scriptwriting, filming, salaries and
post-production processing and editing. The resulting gross profit fluctuates
based on factors such as salary expense, editing and marketing. Re-use of
vignettes and portions thereof increases profits. Gross margin decreased to 44%
in 1999, compared to 51% in 1998. The decrease during 1999 was primarily due to
for expenses of starting the international news bureau operation. The Company
currently expects gross margins during 2000 to be consistent with the 1999
levels. In the current year, the Company expects the Sigma acquisition to have a
positive effect on both revenues and gross margin.
EXPENSES
Selling, general and administrative expenses were $4,646,808 in 1999 and
$1,304,615 in 1998, for an increase of $3,342,193, or 256%. This increase was
attributable to large salary and rent expenses for the expansion of the
Company's new SITN business and relocation of the Company's offices. Building
the international news division increased costs of sales and so lowered gross
profits for the periods discussed. The Company's expenses in 1999 also include a
non-recurring stock based compensation expense of $881,466, which had a material
impact on expenses for the year ended December 31, 1999.
The reasons for the significant increase in our allowance for doubtful accounts
during 1999 is that the accounts receivable balance showed an increase in age
and slower subsequent collections. As a result, management increased this
allowance to reflect the deterioration of the credit quality.
LOSSES
The Company incurred losses from operations of $(5,070,464) in 1999 compared to
$(3,105,497) in 1998, for an increase of $(1,964,967) or 45%. The increase in
losses was due primarily to non-recurring stock based compensation expense of
$(881,466) in 1999, caused by issuances of stock to the Company's principals and
employees, extinguishment of debt and for consultant's compensation, and to a
loss on capital improvements receivable of $(557,303). The non-recurring
stock-based compensation costs were vital to the Company's remaining viable in
its industry; these costs related to compensation to various consultants and
independent contractors whose services were necessary to the Company remaining
in business. At that time, the Company did not have the cash resources to pay
these persons to remain with the Company. New investors were unwilling to invest
funds in the Company unless a portion of the Company's debt was converted to
equity. Without these new funds, and without the services of these independent
contractors and consultants, the Company would have been unable to continue in
business. Net other expenses were $(325,317) in 1999 and $(1,164,798) in 1998,
for a decrease of $(839,481) or 72%. Not including the non-recurring 1999
stock-based compensation expense of $881,466, Select Media expects an increase
in losses in 2000 due primarily to the decrease in SITN business caused by its
inability to use its studio space in its new facility, the expenses of the Sigma
and AHP acquisitions and the non-recurring stock based compensation expense of
$825,000 in the quarter ended March 31, 2000, caused by issuances
21
<PAGE> 24
of stock to two of Select Media's employees.
LIQUIDITY AND CAPITAL RESOURCES
Select Media has significant capital needs, which to date Select Media has met
through private sales of its equity and loans. Select Media will continue to
need substantial infusions of capital, which it expects to continue to fund
primarily from private sales of its equity, loans, or by a public offering of
its equity or debt securities. Select Media has received a commitment from
Lloyds Bahamas Securities, LTD ("Lloyds") for $2 million in additional financing
for the year 2000 and is continuing in efforts to increase capital resources. Of
the $2 million additional committed financing, the Company has received
$1,429,000 by March 31, 2000, part of which was used in the Sigma and AHP
acquisitions. $1,000,000 of this amount was sold in a private placement in
October 1999 for $0.22 per share, with the balance in the form of convertible
notes in 2000. The notes convert into shares of restricted common stock at $0.22
per share. Sales of common stock by the Company at less than the current trading
price could tend to depress prices in the pink sheet market. Together with
anticipated revenue, the Company estimates that this funding will be sufficient
to fund the Company's business plan until March 2001. The Company has also
received a separate commitment from Lloyds for the $500,000 down payment on the
Betelgeuse transaction. The Company does not have a committed source of
financing for the balance of the purchase price of the Betelgeuse acquisition.
The Company has received a separate commitment from Lloyds for an additional $2
million in financing once the Company's common stock is relisted on the OTC
Bulletin Board.
The Company has also received a non-binding letter of intent from Bryn Mawr
Investment Group, Inc. to provide up to $10 million in financing to the Company
through private or public offerings of securities, to be used for working
capital and acquisitions.
The Company anticipates that its sales plus the $2,000,000 in financing will
enable the Company to operate for the next twelve (12) months. None of the
Company's committed or proposed financing is contingent on removing the "going
concern" language from the Company's audit report.
ITEM 7. FINANCIAL STATEMENTS.
22
<PAGE> 25
SELECT MEDIA COMMUNICATIONS INC.
FINANCIAL STATEMENTS
For the Years Ended December 31, 1999 and 1998
<PAGE> 26
<TABLE>
<CAPTION>
SELECT MEDIA COMMUNICATIONS INC.
CONTENTS
-------------------------------------------------------------------------------------------------------------------
Page
<S> <C>
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS
Balance Sheet 2-3
Statements of Operations 4-5
Statement of Stockholders' Deficit 6
Statements of Cash Flows 7-8
NOTES TO FINANCIAL STATEMENTS 9-18
</TABLE>
<PAGE> 27
INDEPENDENT AUDITORS' REPORT
To the Board of Directors of
Select Media Communications Inc.
We have audited the accompanying balance sheet of Select Media Communications
Inc. as of December 31, 1999 and the related statements of operations, changes
in stockholders' deficit and cash flows for the years ended December 31, 1999
and 1998. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Select Media Communications
Inc. as of December 31, 1999, and the results of its operations and cash flows
for the years ended December 31, 1999 and 1998 in conformity with generally
accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As shown in the financial statements,
the Company incurred a net loss of $5,395,781 during the year ended December 31,
1999, and, as of that date, had a working capital deficiency of $3,637,572 and a
stockholders' deficiency of $2,424,676. These conditions raise substantial doubt
about the Company's ability to continue as a going concern. Management's plan in
regard to these matters is discussed in Note 15. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
s/ Marcum & Kliegman LLP
April 6, 2000, (except for Note 14) as to which the date is November 14, 2000
Woodbury, New York
<PAGE> 28
<TABLE>
<CAPTION>
SELECT MEDIA COMMUNICATIONS INC.
BALANCE SHEET
December 31, 1999
-------------------------------------------------------------------------------------------------------------------
ASSETS
<S> <C> <C>
CURRENT ASSETS
Cash $ 344
Accounts receivable, less allowance for doubtful accounts
of $243,114 365,200
Prepaid expenses and other current assets 64,507
Due from stockholders 166,000
-----------
Total Current Assets $ 596,051
PROPERTY AND EQUIPMENT, Net 539,235
OTHER ASSETS
Reorganization value, net of accumulated
amortization of $570,304 1,873,854
Deposit on acquisition 400,000
-----------
OTHER ASSETS 2,273,854
----------
TOTAL ASSETS $3,409,140
==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE> 29
<TABLE>
<CAPTION>
SELECT MEDIA COMMUNICATIONS INC.
BALANCE SHEET
December 31, 1999
-------------------------------------------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' Deficiency
<S> <C> <C>
CURRENT LIABILITIES
Accounts payable $ 1,315,977
Accrued expenses 2,194,656
Notes payable 567,500
Current portion of capital lease obligation 55,490
Reorganization liabilities, current portion 100,000
-------------
Total Current Liabilities $ 4,233,623
OTHER LIABILITIES
Capital lease obligation, net of current portion 120,224
Reorganization liabilities, net of current portion 1,479,969
------------
Total Other Liabilities 1,600,193
-----------
TOTAL LIABILITIES 5,833,816
COMMITMENTS
STOCKHOLDERS' DEFICIENCY
Common stock - $.001 par value; 35,000,000 shares
authorized, and 9,607,592 shares issued and outstanding 9,608
Additional paid-in capital 7,313,262
Accumulated deficit (9,747,546)
-----------
TOTAL STOCKHOLDERS' DEFICIENCY (2,424,676)
-----------
TOTAL LIABILITIES AND
STOCKHOLDERS' DEFICIENCY $ 3,409,140
============
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE> 30
<TABLE>
<CAPTION>
SELECT MEDIA COMMUNICATIONS INC.
STATEMENTS OF OPERATIONS
For the Years Ended December 31, 1999 and 1998
-------------------------------------------------------------------------------------------------------------
1999 1998
-------------------------------------------
<S> <C> <C>
SALES $ 2,310,002 $ 448,123
COST OF SALES 1,294,889 219,005
----------- -----------
GROSS PROFIT 1,015,113 229,118
OPERATING EXPENSES
Selling, general and administrative expenses 4,646,808 1,304,615
Loss on capital improvements receivable 557,303 --
Stock-based compensation expense 881,466 2,030,000
----------- -----------
TOTAL OPERATING EXPENSES 6,085,577 3,334,615
----------- -----------
OPERATING LOSS (5,070,464) (3,105,497)
OTHER INCOME (EXPENSE)
Other income 32,476 --
Interest expense (357,793) (1,164,798)
----------- -----------
TOTAL OTHER EXPENSE (325,317) (1,164,798)
----------- -----------
LOSS BEFORE INCOME TAXES (5,395,781) (4,270,295)
INCOME TAXES -- --
----------- -----------
NET LOSS $(5,395,781) $(4,270,295)
=========== ===========
PER SHARE DATA
Basic and diluted net loss per common share $ (2.82) $ (68.57)
=========== ===========
Weighted Average Common Shares Outstanding 1,915,582 62,277
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE> 31
<TABLE>
<CAPTION>
SELECT MEDIA COMMUNICATIONS INC.
STATEMENT OF STOCKHOLDERS' DEFICIT
For the Years Ended December 31, 1999 and 1998
-------------------------------------------------------------------------------------------------------------------
Par Additional
Value Paid-in Accumulated
Shares $0.001 Capital Deficit Total
----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BALANCE - January 1, 1998 50,727 $ 51 $ 281,949 $ (81,470) $ 200,530
Issuance of stock for services 10,704 11 2,029,989 2,030,000
Exercise of warrants 5,867 6 479,994 480,000
Conversion of debentures 17,961 18 1,151,882 1,151,900
Issuance of stock as finance
Costs 1,667 2 257,498 257,500
Net loss -- -- -- (4,270,295) (4,270,295)
------------- -------- ------------- ------------- -------------
BALANCE - December 31, 1998 86,926 88 4,201,312 (4,351,765) (150,365)
Sale of common stock 4,500,000 4,500 995,500 1,000,000
Issuance of stock as finance costs 5,000 5 5
Stock compensation 4,006,666 4,006 877,460 881,466
Issuance of stock for services 1,004,000 1,004 258,273 259,277
Issuance of stock as payment of
reorganization liabilities 5,000 5 420,718 420,723
Gain on extinguishment of debt -- -- 559,999 559,999
Net loss -- -- -- (5,395,781) (5,395,781)
------------- -------- ------------- ----------- -----------
BALANCE - December 31, 1999 9,607,592 $9,608 $7,313,262 $(9,747,546) $(2,424,676)
============= ======== ============= =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE> 32
<TABLE>
<CAPTION>
SELECT MEDIA COMMUNICATIONS INC.
STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 1999 and 1998
-------------------------------------------------------------------------------------------------------------------
1999 1998
---------------------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(5,395,781) $(4,270,295)
----------- -----------
Adjustments to reconcile net loss to net cash
provided by operating activities:
Stock-based compensation 881,466 2,030,000
Stock issued for services 259,277 --
Depreciation and amortization 368,035 250,876
Provision for doubtful accounts 243,114 --
Changes in assets and liabilities:
Increase in accounts receivable (313,648) (294,666)
Decrease (increase) in note receivable 194,800 (194,800)
Decrease (increase) in capital improvement receivable 53,982 (53,982)
Decrease (increase) in prepaid expenses and other current
Assets 244,525 (51,532)
Increase in accounts payable 926,947 389,032
Increase in accrued expenses 2,454,501 300,154
(Decrease) increase in reorganization liability (183,061) 21,595
----------- -----------
TOTAL ADJUSTMENTS 5,129,938 2,396,677
----------- -----------
NET CASH USED IN OPERATING ACTIVITIES (265,843) (1,873,618)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment (415,576) (69,616)
Deposit on acquisition (400,000) --
----------- -----------
NET CASH USED IN INVESTING ACTIVITIES (815,576) (69,616)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of capital lease obligation (8,408) --
Proceeds from notes payable 138,000 1,404,500
Repayments of notes payable -- (375,000)
Proceeds from issuance of common stock 834,005 1,031,900
----------- -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES $ 963,597 $ 2,061,400
----------- -----------
</TABLE>
The accompanying notes are an integral part of these financial statements.
6
<PAGE> 33
<TABLE>
<CAPTION>
SELECT MEDIA COMMUNICATIONS INC.
STATEMENTS OF CASH FLOWS, Continued
For the Years Ended December 31, 1999 and 1998
-------------------------------------------------------------------------------------------------------------------
1999 1998
----------------------------------------
<S> <C> <C>
NET (DECREASE) INCREASE IN CASH $(117,822) $ 118,166
CASH - Beginning 118,166 --
--------- ---------
CASH - Ending $ 344 $ 118,166
========= =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the years for:
Interest $ 37,865 $ 27,196
Noncash investing and financing activities:
Acquisition of equipment through capital leases $ 126,831 $ 57,291
Conversion of debentures to common stock $ -- $ 600,000
Stock issued as payment of reorganization liabilities $ 420,723 $ --
Deferred financing costs $ -- $ 257,500
Gain on extinguishment of debt $ 559,999 $ --
</TABLE>
The accompanying notes are an integral part of these financial statements.
7
<PAGE> 34
SELECT MEDIA COMMUNICATIONS INC.
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
NOTE 1 - Summary of Significant Accounting Policies
Nature of Business
Select Media Communications Inc. ("the Company") is an integrated media
company engaged in producing and distributing programming.
Revenue Recognition
The Company recognizes revenues when services the Company performs are
complete. Services are considered complete as follows:
Broadcast Services
Revenues derived from broadcast services, (including sale of news
segments, transmission, studio facilities and crewing) are recorded when
the service has been rendered and the project has been completed.
Programming Services
Revenues derived from programming (including the sale of non-cancelable
license agreements for television programming and vignettes) are
recognized when the programs and vignettes have been produced, are
available for airing and all station clearances or acquisitions of media
time have been obtained. Revenues from other license agreements are
recorded when the program or vignette airs.
Property and Equipment and Depreciation
Property and equipment is stated at cost and is depreciated using a
straight-line method over the estimated useful lives of the respective
assets. Routine maintenance and repairs are expensed as incurred and
improvements that extend the useful life of the assets are capitalized.
When property and equipment is sold or otherwise disposed of, the cost
and related accumulated depreciation are eliminated from the accounts and
any resulting gain or loss is recognized in income.
Use of Estimates in the Financial Statements
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
Net Loss Per Share
The Company computes per share amounts in accordance with SFAS No. 128,
"Earnings per Share". SFAS No. 128 eliminates the presentation of the
primary and fully dilutive earnings per share ("EPS") and requires
presentation of the basic and diluted EPS. Basic EPS is computed by
dividing the income (loss) available to common stockholders by the
weighted-average number of common shares outstanding for the period.
Diluted EPS is based on the
8
<PAGE> 35
SELECT MEDIA COMMUNICATIONS INC.
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
NOTE 1 - Summary of Significant Accounting Policies, continued
Net Loss Per Share
weighted-average number of shares of common stock and common stock
equivalents outstanding during the periods. All prior periods' EPS have
been restated giving effect to the Company's 1 for 300 reverse stock
split (see Note 3). Convertible debt and warrants have not been included
in the computation of diluted EPS as their effect would be antidilutive.
Stock-Based Compensation
In October 1995, the FASB issued SFAS No. 123 "Accounting for Stock-Based
Compensation". SFAS No. 123 prescribes accounting and reporting standards
for all stock-based compensation plans, including employee stock options,
restricted stock, employee stock purchase plans and stock appreciation
rights. SFAS No. 123 requires compensation expense to be recorded (i)
using the new fair value method or (ii) using the existing accounting
rules prescribed by Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" ("APB 25") and related
interpretations with pro forma disclosure of what net income and earnings
per share would have been had the Company adopted the new fair value
method. The Company intends to continue to account for future stock based
compensation in accordance with the provisions of APB 25.
During November 1999, the Company issued 4,006,666 shares, valued at 0.22
per share, of its common stock to two employees. The fair value was the
same per share amount as the contemporaneous cash price received from
Lloyds (see Note 2).
Comprehensive Income
In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive
Income", effective for fiscal years beginning after December 15, 1997,
with reclassification of earlier periods required for comparative
purposes. SFAS No. 130 establishes standards for the reporting and
presentation of comprehensive income and its components in the financial
statements. The Company adopted this standard in 1998 and the
implementation of this standard did not have any impact on its financial
statements. To date, the Company has not had any transactions that are
required to be reported as other comprehensive income (loss).
NOTE 2 - Private Placement
The Company entered into an agreement on October 22, 1999 and amended
November 1, 1999 with Lloyds Bahamas Securities, Ltd. ("Lloyds") to sell
shares of the Company's common stock with Lloyds as their agent through
an offering exempt from the SEC under Rule 504 of Regulation D of the
Securities Act. In exchange for $1,000,000, Lloyds' investors received
4,500,000 new shares of the Company's common stock after a 1 for 300
reverse stock split (See Note 3). As a condition of the funding the
Company agreed to acquire Nationsmusic.com, Inc. ("Nationsmusic") in
exchange for 3,000,000 shares of the Company's common stock. The Company
has not consummated its transaction with Nationsmusic.
NOTE 2 - Private Placement, continued
9
<PAGE> 36
SELECT MEDIA COMMUNICATIONS INC.
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
In addition, the Company issued 1,000,000 shares of its common stock to
Lloyds for consulting services rendered and the Company recognized an
expense of $220,000, related to the issuance of these shares, for the
year ended December 31, 1999.
At December 31, 1999, $166,000 was still owed to the Company from Lloyds
as result of the private placement. The Company received these funds in
March 2000.
NOTE 3 - Reverse Stock Split
On November 2, 1999, the Board of Directors authorized a one for three
hundred reverse stock split, with the number of authorized shares of
common stock and the par value per share remaining unchanged. The split
was effective November 30, 1999 and all per share amounts and shares
issued have been adjusted retroactively to reflect this reverse stock
split.
NOTE 4 - Loss on Capital Improvements Receivable
Capital improvements receivable represents amounts paid or accrued by the
Company for leasehold improvements which are to be reimbursed to the
Company by the landlord pursuant to the lease agreement. Subsequent to
December 31, 1999, the Company vacated the premises. Accordingly, the
Company wrote off the receivable at December 31, 1999 (see Note 15).
The Company is currently in dispute with its landlord in which the
landlord is claiming certain lease payments are due on space occupied by
the Company. The total amount claimed to be due by the landlord is
approximately $300,000.
NOTE 5 - Property and Equipment
Property and equipment at December 31, 1999 consist of the following:
<TABLE>
<S> <C>
Property and equipment $ 593,444
Leasehold improvements 75,870
---------
669,314
Less: accumulated depreciation and amortization (130,079)
---------
Property and Equipment, net $ 539,235
=========
</TABLE>
10
<PAGE> 37
SELECT MEDIA COMMUNICATIONS INC.
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
NOTE 5 - Property and Equipment, continued
Depreciation expense for the years ended December 31, 1999 and 1998 was
$123,619 and $6,460, respectively.
NOTE 6 - Capital Leases
The Company is the lessee of equipment under certain capital leases
expiring through the year 2002. The assets are being depreciated over the
life of the lease. Depreciation of assets under capital leases charged to
expense for the year ended December 31, 1999 and 1998 was $58,944 and
$4,010, respectively.
Minimum future lease payments under capital leases as of December 31,
1999 for each of the next three years, and in the aggregate, are as
follows:
<TABLE>
<CAPTION>
For the Year Ending
December 31, Amount
-------------------------------------------- ---------------------
<S> <C>
2000 $ 82,812
2001 72,576
2002 61,762
----------
Total minimum lease payments 217,150
Less: amount representing interest 41,436
----------
Present value of minimum lease
Payments $175,714
==========
Current Portion $ 55,490
Long-term Portion 120,224
----------
Total $175,714
==========
</TABLE>
Interest rates on capitalized leases vary from 7.91% to 29.39% and are
imputed based on the lessor's implicit rate of return.
11
<PAGE> 38
SELECT MEDIA COMMUNICATIONS INC.
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
NOTE 7 - Notes Payable
Notes payable at December 31, 1999 consisted of the following:
<TABLE>
<S> <C>
Note payable non-interest bearing, payable upon
demand. $ 67,500
Note payable non-interest bearing, payable upon
demand. 125,000
Notes payable shareholder 375,000
--------
Total $567,500
========
</TABLE>
The Company has notes payable to a shareholder for $375,000. The notes
bear interest at 10% and had original maturity dates in November and
December 1999. These maturity dates were subsequently extended and are
currently due upon demand. The individual received, 6,667 shares of
common stock as compensation. The market value of the shares issued were
treated as debt issuance costs (interest) which was amortized over the
life of the loan. Debt issuance cost recognized in 1999 and 1998 was
$243,678 and $11,822 respectively.
NOTE 8 - Letter of Credit
An individual has signed a letter of credit on behalf of the Company for
$1,000,000 acting as a security deposit on the office space occupied by
the Company. If the Company defaults on the lease, money will be drawn
from this letter of credit. To date, no consideration has been given to
this individual for signing this letter of credit. During November 2000,
the Bank has drawn down the $1,000,000 letter of credit to the benefit of
the previous landlord and the Company has vacated the premises.
NOTE 9 - Income Taxes
Deferred income taxes reflect the net tax effect of temporary differences
between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes.
Significant components of the deferred tax asset of the Company consist
primarily of the net operating loss carryforwards, increase in allowance
for doubtful accounts and accrued expenses that are not currently
deductible. The Company has recorded a full valuation allowance against
its deferred tax asset, as it is not assured, it can recognize such an
asset in the future. At December 31, 1999, the Company has significant
net operating loss carryforwards of approximately $10,000,000 which will
expire in 2019.
NOTE 9 - Income Taxes, continued
12
<PAGE> 39
SELECT MEDIA COMMUNICATIONS INC.
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
In accordance with the provisions of the Internal Revenue Code Section
382, utilization of the Company's net operating loss carryforward is
severely limited.
NOTE 10 - Debt Extinguishment
In October 1999, a note payable to a stockholder in the amount of
$560,000 was extinguished for $1. As additional consideration the note
holder exchanged 3,334 unrestricted shares (valued at $.022 per share) of
the Company's common stock for 200,000 restricted shares (valued at $0.22
per share) of the Company's common stock held by Lloyds. Since the
exchange occurred between related parties to the Company, the resulting
gain has been recorded to additional paid in capita. The gain on
extinguishment of debt is as follows:
<TABLE>
<S> <C>
Note payable $560,000
Less: Cash payment (1)
--------
$559,999
========
</TABLE>
NOTE 11 - Commitments
Leasing Agreements
The Company leases office space under an operating lease agreement, which
expires on February 15, 2015. Rental expense was $560,241 and $93,373 for
the years ended December 31, 1999 and 1998, respectively.
Minimum future rental commitments under this lease as of December 31,
1999 are as follows:
<TABLE>
<CAPTION>
For the Year Ending
December 31, Amount
---------------------------------------
<S> <C>
2000 $ 522,951
2001 522,951
2002 522,951
2003 522,951
2004 522,951
Thereafter 5,921,845
----------
Total $8,536,600
==========
</TABLE>
13
<PAGE> 40
SELECT MEDIA COMMUNICATIONS INC.
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
NOTE 11 - Commitments, continued
Leasing Agreements, continued
In addition, as part of the operating lease describe above, the Company
has agreed to lease additional premises at the same facility. Occupation
of the additional premises is pending certain building modifications to
be performed by the landlord. Upon the commencement date of the
additional space, rental commitments will be $360,665 per annum for years
one through five, $387,885 per annum for years six through ten and
$415,105 per annum for years eleven through the expiration date of the
lease.
Sublease Agreement
The Company entered into lease agreements during the fiscal year ended
December 31, 1999 wherein customers sublease space from the Company.
Minimum future payments from subtenants as of December 31, 1999 for each
of the next two years are as follows:
<TABLE>
<CAPTION>
December 31, Amount
------------ --------
<S> <C>
2000 $90,000
2001 7,000
--------
Total $97,000
========
</TABLE>
During November 2000, the Company vacated the office space covered by
this lease (see Note 15).
In addition, two leases were entered into in February and March 2000.
Minimum future payments for these two leases for the year ending December
31, 2000 and December 31, 2001 is $57,500 and $8,500 respectively.
Payroll Taxes
At December 31, 1999, past due amounts have been included in accrued
expenses totaling approximately $879,000 and consist of payroll taxes
owed and estimated penalties and interest.
Employment Agreements
The Company has entered into employment agreements with the chief
executive officer and three employees, two on October 25, 1999 and two on
January 1, 2000. Two of these agreements expire in 2002 and two expire in
2004. Two of these agreements provide for bonuses based on percentages of
net profits, as specified in their respective employment agreements.
14
<PAGE> 41
SELECT MEDIA COMMUNICATIONS INC.
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
NOTE 11 - Commitments, continued
Employment Agreements, continued
Future minimum payments related to these agreements for the next five (5)
years are as follows:
<TABLE>
<CAPTION>
For the Year Ending
December 31, Amount
-------------------- -----------
<S> <C>
2000 $ 633,333
2001 816,667
2002 916,667
2003 833,333
2004 833,333
-----------
Total $ 4,033,333
===========
</TABLE>
For past services performed, the chief executive officer and one of the
employees that entered into the above employment agreements received
4,006,666 shares of the Company's common stock during 1999. As a result
of this issuance, the Company recognized $881,470 of compensation
expense.
Pursuant to the agreements entered into on January 1, 2000, the two
employees were granted 100,000 restricted shares each for past services
performed. These shares vest to the employees on the first anniversary of
the agreements. The market value of these shares on the first day of
trading after the granting of the shares was $1,100,000. The value of the
grants has not been included in the statement of operations for the year
ended December 31, 1999.
NOTE 12 - Major Customer
During the year ended December 31, 1999 the Company sold a substantial
portion of its services to one customer. Sales to this customer totaled
$800,000 (35%). The amount due from this customer included in accounts
receivable was $200,000. For the year ended December 31, 1998 the Company
sold a substantial portion of its services to two customers. Sales to
these customers totaled $206,151 (46%) and $72,316 (16%) respectively.
NOTE 13 - Bankruptcy Proceedings
On August 28, 1997 the United States Bankruptcy Court of the Southern
District of New York confirmed the Company's Plan of Reorganization. The
plan stipulated payments totaling $2,444,158 to be paid to certain
secured, administrative and unsecured creditors. It was determined that
the Company's reorganization value computed immediately before August 28,
1997, the date of plan confirmation, was $2,444,158, which is being
amortized over a period of
15
<PAGE> 42
SELECT MEDIA COMMUNICATIONS INC.
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
NOTE 13 - Bankruptcy Proceedings, continued
10 years. The Company adopted fresh start reporting because holders of
existing voting shares immediately before filing and confirmation of the
plan received less than 50% of the voting shares of the emerging entity
and its reorganization value is less than its post petition liabilities
and allowed claims.
The reorganization was determined by discounting future cash flows of the
reconstituted business that emerged from bankruptcy and the expected
proceeds from assets and collections from assets not required in the
reconstituted business.
The remaining bankruptcy liabilities at December 31, 1999 consists of the
following:
<TABLE>
<CAPTION>
Class of Creditors
-----------------------------------------------------
<S> <C>
Class 1 - Secured $ --
Class 2 - Priority and Administrative 1,129,969
Class 3 - Unsecured 450,000
----------
Total $1,579,969
==========
Short-Term $ 100,000
Long Term $1,479,969
</TABLE>
The Company owes approximately $798,000 in professional fees rendered in
accordance with the Order entered into by the United States Bankruptcy
Court in the Southern District of New York. Company has agreed with the
Claimant to pay this amount in quarterly installments equal to 3% of the
Company's corresponding quarterly gross receipts less ordinary expenses
before any cash compensation to officers until paid in full. No part of
the stated amount has been paid and is included in the accrued amounts
for class 2 creditors at December 31, 1999.
The New York City Department of Finance has filed alleged unsecured
priority tax claims in the amount of $229,899. Included in this amount is
$37,623 of interest accruing at an annual interest rate of 8.5%. The
entire amount is included in the accrued amounts for class 2 creditors at
December 31, 1999.
All remaining allowed claims will be paid in accordance with the
Company's confirmed Plan of Reorganization in cash.
16
<PAGE> 43
SELECT MEDIA COMMUNICATIONS INC.
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
NOTE 14 - Subsequent Events
On January 18, 2000 the Company purchased all of the issued and
outstanding common stock of Sigma Sound Services, Inc. ("Sigma") pursuant
to the terms of a stock purchase agreement (the "Agreement"). The
purchase price for Sigma's common stock was $1,000,000 of which $400,000
was paid in 1999. The transaction will be accounted for under the
purchase method of accounting.
On March 8, 2000, the Company purchased certain contracts of After Hours
Production, Inc. Pursuant to the terms of an asset purchase agreement
("AHP" Agreement). The purchase price was $125,000. This transaction will
be accounted for as a purchase of an intangible.
On September 11, 2000, the Company entered into a non-binding letter of
intent to purchase all the assets and liabilities of Betegeuse
Productions, LLC for a purchase price of $10,000,000, subject to
adjustment.
As discussed in Notes 4 and 11, the Company has vacated its office space
located at 666 Third Avenue, New York, New York. The Company is currently
involved in litigation with its former landlord. The outcome of this
litigation is uncertain, however, if the Company obtains an adverse
judgement, it may have a material impact to the financial statements. The
Company has accrued all unpaid rent through September 30, 2000 and has
accrued costs incurred in renovating the office space of approximately
$700,000.
NOTE 15 - Going Concern Uncertainty
As shown in the accompanying financial statements, the Company incurred a
net loss of $5,395,781 during the year ended December 31, 1999, and, as
of that date, the Company's current liabilities exceeded its current
assets by $3,637,572, and the stockholders' deficiency was $2,424,676.
These factors create substantial doubt as to the Company's ability to
continue as a going concern.
The Company is developing a plan to reduce its liabilities through the
issuance of additional common stock through private or public offerings
conforming to the requirements of Securities Acts. The Company received a
commitment on October 14, 1999 to raise $10,000,000 on a best efforts
basis for such offerings. The financial statements do not include any
adjustments to the financial statements that might be necessary should
the Company be unable to continue as a going concern.
17
<PAGE> 44
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
As of February 1, 2000, the Company engaged Markum & Kleigman, LLP as its
independent certified public accountants. On October 30, 2000, the Company filed
a Form 8-K on this matter.
23
<PAGE> 45
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.
The directors and officers of the Company are as follows:
<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
Mitch Gutkowski 45 Chairman of the Board, Chief Executive
Officer and Director
James Mongiardo 54 Vice Chairman and Director
Chet Simmons 71 Director
Joseph Tarsia 65 President of Sigma
Billy Terrell 55 Executive Vice President of Sigma
</TABLE>
MITCH GUTKOWSKI, Chairman of the Board, Chief Executive Officer and Director,
founded Select Media in 1981 and as Chairman coordinates the efforts of the
Company's divisions and oversees operations. With the Board of Directors as a
group, Mr. Gutkowski oversees strategic planning for the Company. Before
founding Select Media, Mr. Gutkowski was Vice President for Advertising Sales
for Pro-Sport Entertainment, Inc. Mr. Gutkowski was Chairman of the Board and
Chief Executive Officer of the Company in 1995, when the Company filed for
bankruptcy protection under Chapter 11. See "Description of Business."
JAMES MONGIARDO, Vice Chairman of the Board, has extensive experience in
building companies and in the banking and securities business. He has served as
Chief Executive Officer for public biotechnology and healthcare services
companies and as head of United States Marketing for Schering-Plough
Corporation. For the past five years, he has been Managing Director of LBC
Capital, an investment banking firm specializing in institutional private
placements for emerging companies.
CHET SIMMONS, Director, has a distinguished career in helping to shape modern
sports television. In 1957, he joined the group responsible for the American
Broadcasting Company's sports programming, including "ABC's Wide World of
Sports," "The American Sportsman," and ABC's Olympic Games coverage. In 1964, he
moved to NBC, where rose to the position of the first President of NBC Sports.
During his tenure at NBC, that network acquired the rights to televise Major
League Baseball, the National Hockey League, various Olympic Games and NCAA
football. Mr. Simmons left NBC Sports to become the first President and Chief
Executive Officer of ESPN. Mr. Simmons became commissioner of the United States
Football League in 1982 and then went on to serve as a consultant to a variety
of sports/television businesses.
JOE TARSIA, President of Sigma, started his recording career in 1958, building
and maintaining local Philadelphia recording studios. In 1961, he joined Cameo
Parkway Records, where he quickly rose to the position of Chief Engineer for
such artists as Bobby Rydell, Chubby Checker, the Dovells and the Orlons. In
1968, Mr. Tarsia founded Sigma Sound Studios as an independent recording studio,
which became the home of major record producers Kenny Gamble, Leon Huff and Thom
Bell, and the birthplace of THE SOUND OF PHILADELPHIA. Two producers, Ken Gamble
and Thom Huff of Philadelphia International
24
<PAGE> 46
Records, and other independent producers, working with Joe Tarsia and the staff
of Sigma, shared ideas on what constituted good and innovative music that became
extremely popular and influential in the 1970's and became known as the Sound of
Philadelphia. This particular style influenced the development of Disco, R&B and
Soul, as well as mainstream pop music.
Sigma earned Gold and Platinum record awards for recordings by Jerry Butler, The
Intruders, Harold Melvin and The Blue Notes, The Ojays, Teddy Pendergrass, The
Stylistics, The Delfonics, Lou Rawls and The Jacksons. Artists and producers who
recorded at Sigma included Stevie Wonder, B. B. King, Grace Jones, Gladys Knight
and The Pips, David Bowie, Robert Palmer and The Four Tops.
In 1976, Mr. Tarsia expanded Sigma to include three studios in Manhattan's music
district. Sigma New York attracted the likes of Whitney Houston, Madonna, Steely
Dan, The Village People, Talking Heads, Paul Simon, Ashford and Simpson and
Billy Joel.
Mr. Tarsia has won many industry awards for his engineering accomplishments,
including over 150 Gold and Platinum records from the Recording Industry
Association of America.
Mr. Tarsia is President of Sigma.
BILLY TERRELL, Executive Vice President of Sigma, has spent the last 30 years in
the music business. Over the course of his career, he has written, arranged or
produced over 300 works released by Frankie Avalon, Helen Reddy, David
Clayton-Thomas, LeVert, The Manhattans, The Moments and others. Mr. Terrell has
written or produced works for Columbia Records, Atlantic, Polydor, Mercury, RCA
and Paramount, among others. His hits span many genres, from pop to R & B to
jazz. He continues to write, arrange and produce musical works through Sigma and
AHP.
The above listed directors will serve until the next annual meeting of the
stockholders or until their death, resignation, retirement, removal, or
disqualification, and until their successors have been duly elected and
qualified. Our executive officers serve at the discretion of the Board of
Directors. Vacancies in the existing Board of Directors are filled by majority
vote of the remaining Directors. Officers of the Company serve at the will of
the Board of Directors. There are no agreements or understandings for any
officer or director to resign at the request of another person and no officer or
director is acting on behalf of or will act at the direction of any other
person. There is no family relationship between any executive officer or
director of the Company.
Board Committees. The Board of Directors has not yet established any committees.
The Board intends to establish a Compensation Committee and an Audit Committee
at the next meeting of the Board of Directors.
Compensation Committee Interlocks and Insider Participation. The Board has not
yet established a Compensation Committee. The Board of Directors as a whole
performs this function.
Director Compensation. Select Media's directors do not receive any cash
compensation for their service as members of the Board of Directors, although
they are reimbursed for travel and lodging expenses in connection with
attendance at Board meetings.
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<PAGE> 47
Compliance with Section 16
In the period covered by this report, Mr. Gutkowski is late in filing a form 4
and Mr. Sartorio and Mr. Mongiardo are late in filing form 3's.
ITEM 10. EXECUTIVE COMPENSATION.
Executive Compensation. The following table sets forth the compensation received
for services rendered to the Company during the fiscal year ended December 31,
1999 by our Chief Executive Officer. Except for the CEO, the Company had no
officers who earned more than $100,000 during the fiscal year ended December 31,
1999.
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<PAGE> 48
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term Compensation
All
Name And Principal Annual Compensation Other Annual Awards Other
Position Year Salary($) Bonus($) Compensation Restricted Stock Options Awards
-------- ---- --------- -------- ------------ ---------------- -------- ------
<S> <C> <C> <C> <C> <C> <C> <C>
Mitch Gutkowski 1999 $252,000 $0 None $440,000 None None
Chief Executive Officer 1998 $200,000 $0 None None None None
1997 $ 0 $0 None None None None
</TABLE>
The Company did not pay to our Chief Executive Officer or any executive officer
any compensation intended to serve as incentive for performance to occur over a
period longer than one year pursuant to a long-term incentive plan in the fiscal
year ended December 31, 1999. The Company does not have any defined benefit or
actuarial plan with respect to our Chief Executive Officer or any executive
officer under which benefits are determined primarily by final compensation and
years of service. On October 25, 1999, Mr. Gutkowski was issued 2,000,000 shares
of restricted common stock for prior services to the Company. Mr. Gutkowski
provided substantial services to the Company from the period beginning before
the Company filed for bankruptcy court protection in November, 1995 to up to and
including October 24, 1999. For much of that period, Mr. Gutkowski did not take
a salary, or took a reduced salary. The $440,000 value placed on the stock
issued to Mr. Gutkowski is based on sales made by the Company that took place
just before the issuance to Mr. Gutkowski. Mr. Gutkowski was responsible for
bringing in the consultants and independent contractors who brought the Company
back into business after the bankruptcy. On October 25, 1999, the Company
reduced Mr. Gutkowski's salary from $300,000 per year to $200,000 per year in
order to conserve the Company's cash resources.
OPTION GRANTS
The Company granted no stock options in the fiscal year ended December 31, 1999.
EMPLOYMENT CONTRACTS
The Company has an employment contract with Mr. Gutkowski to act as the
Company's president and chief executive officer, which provides for a yearly
salary of $200,000 in 2000, $300,000 in 2001, $350,000 in 2002, $400,000 in 2003
and $450,000 in 2004, with a bonus of 2% of the Company's net profits,
determined and paid quarterly. This agreement has a term of 5 years and expires
October 2004. For the period from January 1 to October 1, 2000, Mr. Gutkowski's
salary was $300,000 per year.
Mr. Mongiardo and Mr. Simmons, the Company's non-employee directors, are
associated with other firms involved in a range of business activities.
Consequently, there are potential inherent conflicts of interest in their acting
as directors of the Company. Insofar as these directors are engaged in other
business activities, management anticipates they will devote only a minor amount
of time to the Company's affairs.
The officers and directors of the Company are now and may in the future become
stockholders, officers or directors of other companies that may be engaged in
business
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<PAGE> 49
activities similar to those conducted by the Company. Accordingly, additional
direct conflicts of interest may arise in the future with respect to such
individuals acting on behalf of the Company or other entities. Moreover,
additional conflicts of interest may arise with respect to opportunities which
come to the attention of such individuals in the performance of their duties or
otherwise. The Company does not currently have a right of first refusal
pertaining to opportunities that come to management's attention insofar as such
opportunities may relate to the Company's business operations.
None of the Company's directors receives any compensation for their respective
services rendered to the Company as directors, nor have they received such
compensation in the past. They all have agreed to act without compensation until
authorized by the Board of Directors. Further, none of the directors accrued any
compensation during the period covered by this report under any agreement with
the Company.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
(a) Security Ownership of Certain Beneficial Owners.
The following table sets forth the beneficial ownership for the Company's sole
class of Common Stock of the Company beneficially owned by all directors,
officers and 5% or more holders.
<TABLE>
<CAPTION>
Name and
Address of Nature of
Beneficial Beneficial Number of
Owner Ownership Shares Percent
----- --------- ------ -------
<S> <C> <C> <C>
Mitch Gutkowski(1) Record 2,000,000 20.8%
James Mongiardo(1) Record 100,000 1%
Chet Simmons (1) Record 11,600 (2)
Dominick Sartorio Record 2,000,000 20.8%
215 Route 110
Huntington, NY 11746
All officers and directors as
a group (3 persons) 2,111,600 22.0%
</TABLE>
(1) Address c/o the Company at 666 Third Avenue, New York, New York.
(2) Less than 1%.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
There have been no related party transactions or any other transactions or
relationships required to be disclosed pursuant to Item 404 of Regulation S-B.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.
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<PAGE> 50
Item 1. Exhibit Index
Exhibit No
(3) Articles of Incorporation and Bylaws
3.1 Articles of Incorporation *
3.2 Bylaws *
(10) Material Contracts
10.1 Employment Agreement with Mitch Gutkowski ***
10.2 Stock Purchase Agreement for the Purchase of all the outstanding
Common Stock of Sigma Sound Studio, Inc. **
10.3 Letter of Intent for the purchase of all the assets and liabilities
of Betelgeuse Productions, LLC.***
10.4 Agreements with Lloyds regarding Financing ***
10.5 Non-Binding Letter of Intent with Bryn Mawr Investment Group regarding
Financing ***
(21) Subsidiaries of the Registrant
21.1 Subsidiaries of the Registrant***
(27) Financial Data Schedule
27.1 Financial Data Schedule ***
* Incorporated by reference to Exhibits to Registrant's original Registration
Statement Number 33- 80412 filed under the Securities Act of 1933 on August 19,
1994.
** Incorporated by reference to Exhibits to Registrant's Form 10KSB/A1 filed
under the Securities and Exchange Act of 1934 on July 27, 2000.
*** Filed herewith.
Item 2 Reports on Form 8-K.
29
<PAGE> 51
During the period covered by this report, the Company did not file any
reports on Form 8-K.
30
<PAGE> 52
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, Select Media caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
SELECT MEDIA COMMUNICATIONS, INC.
By: /s/ MITCH GUTKOWSKI
-----------------------------
Mitch Gutkowski, Chief Executive Officer
Date: 11/15/2000
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the
dates indicated.
By /s/ MITCH GUTKOWSKI
------------------------------------------------------
Mitch Gutkowski, Chief Executive Officer, Director
Date: 11/15/2000
By /s/ ANTHONY URBANO
-------------------------------
Anthony Urbano, Controller
Date: 11/15/2000
By: /s/ JAMES MONGIARDO
-------------------
James Mongiardo, Director
Date: 11/ /2000
By: /s/ CHET SIMMONS
----------------
Chet Simmons, Director
Date: 11/15/2000
31
