U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarter period ended September 30, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 For the transition period from
______________ to _______________.
Commission File No. 0-25896
5TH AVENUE CHANNEL CORP.
(Exact name of small business issuer as specified in its charter)
FLORIDA 59-3175814
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3957 N.E. 163RD STREET
NORTH MIAMI BEACH, FLORIDA 33160 33160
(Address of principal executive offices) (Zip Code)
(305) 947-3010
(Issuer's telephone number)
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, par value $.001 per share
(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 and (2) has been
subject to such filing requirements for the past 90 days. YES NO X
As of November 12, 1999, there were 11,610,143 shares of the issuer's Common
Stock outstanding.
Transitional Small Business Disclosure Format. YES [ ] NO [X]
1
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5TH AVENUE CHANNEL CORP.
FORM 10-QSB
FOR THE QUARTER ENDED SEPTEMBER 30, 1999
TABLE OF CONTENT
PART I FINANCIAL INFORMATION PAGE NO.
ITEM 1. Consolidated Financial Statements
Balance Sheet as of September
30, 1999 (Unaudited) and December 31, 1998 3
Unaudited Statements of Operations for the
three months ended September 30, 1999 and
1998 4
Unaudited Statements of Operations for the
nine months ended September 30, 1999 and
1998 5
Unaudited Statements of Cash Flows for the
nine months ended September 30, 1999 and
1998 6
Notes to Unaudited Financial Statements 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION & RESULTS OF OPERATIONS 16
PART II OTHER INFORMATION
Item 6. Exhibits 23
SIGNATURE 24
2
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5TH AVENUE CHANNEL CORP.
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1999 AND DECEMBER 31, 1998
<TABLE>
<CAPTION>
SEPTEMBER DECEMBER 31,
1999 1998
------------ -----------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 127,882 $ 256,209
Investment 71,400 -
Accounts receivable, net 254,438 41,559
Inventory 509,731 -
Loans receivable, related parties 79,674 28,191
Stock receivable 1,000,000 -
Prepaid expenses and other current assets 143,103 104,629
------------ -----------
Total current assets 2,186,228 430,588
Property and Equipment, net 1,565,809 1,323,404
Licenses, net 4,411,688 4,651,061
Deferred TV Production costs and other assets 214,991 87,119
Acquired Intangibles, net 2,668,779 615,000
Stock Receivable 500,000 -
------------ -----------
$ 11,547,495 $ 7,107,172
============ ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued expenses $ 1,546,783 $ 775,417
Current portion of long-term debt 88,969 26,840
Loans and notes payable, related parties 388,248 972,529
Accrued salary, President 405,000 270,000
Loan payable, President 2,927,940 -
Convertible debentures, net 1,060,179 390,652
Deferred revenue 841,400 -
------------ -----------
Total current liabilities 7,258,519 2,435,438
Long-term debt:
Deferred Revenue 500,000 -
Convertible debenture to President - 2,366,000
Convertible debentures, net - 232,449
License installment payment plan notes 864,893 931,148
Long term debt - 1,960
------------ -----------
8,623,412 5,966,995
------------ -----------
Stockholders' Equity:
Common stock 9,661 4,504
Additional paid-in-capital 16,576,632 9,942,225
Deficit (12,560,932) (8,806,552)
------------ -----------
4,025,361 1,140,177
Deferred Marketing Costs (1,101,278) -
------------ -----------
2,924,083 1,140,177
------------ -----------
$ 11,547,495 $ 7,107,172
============ ===========
</TABLE>
See Notes to Consolidated Financial Statements
3
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5TH AVENUE CHANNEL CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30,1999 AND 1998
<TABLE>
<CAPTION>
1999 1998
------------ ----------
(UNAUDITED)
<S> <C> <C>
Revenue:
Product sales $ 510,638 $ -
Wireless cable 429,433 388,984
Internet and television 251,019 -
------------ ----------
Total Revenue 1,191,090 388,984
Direct Costs:
Product sales 467,445 -
Wireless cable 69,417 60,305
Internet and television 220,136 -
------------ ----------
Total Direct Costs 756,998 60,305
Gross Margin 434,092 328,679
------------ ----------
Operating Expenses:
Selling, general and administrative 1,280,413 469,655
Website and product design expenses 31,330 175,562
Depreciation and amortization 289,245 151,588
------------ ----------
1,600,988 796,805
------------ ----------
Loss from Operations (1,166,896) (468,126)
------------ ----------
Other Income (Expense)
Accretion of debenture discount (65,490) (106,208)
Interest expense (121,398) (160,407)
Interest income - 434
------------ ----------
(186,888) (266,181)
------------ ----------
Net Loss $ (1,353,784) $ (734,307)
============ ==========
Net Loss Per Common Share - Basic and Dilut $ (0.14) $ (0.08)
============ ==========
Weighted Average Number of Shares Outstandi 9,660,143 8,781,469
============ ==========
</TABLE>
See Notes to Consolidated Financial Statements
4
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5TH AVENUE CHANNEL CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30,1999 AND 1998
<TABLE>
<CAPTION>
1999 1998
----------- -----------
(UNAUDITED)
<S> <C> <C>
Revenue:
Product sales $ 1,446,197 $ -
Wireless cables 1,226,144 1,055,470
Internet and television 250,745 -
------------ ----------
Total Revenue 2,923,086 1,055,470
Direct Costs:
Product sales 1,125,186 -
Wireless cables 201,418 161,716
Internet and television 220,136 -
------------ ----------
Total Direct Costs 1,546,740 161,716
Gross Margin 1,376,346 893,754
----------- -----------
Operating Expenses:
Selling, general and administrative 3,165,319 1,359,608
Website and product design expenses 359,040 430,299
Depreciation and amortization 842,186 451,594
----------- -----------
4,366,545 2,241,501
----------- -----------
Loss from Operations (2,990,199) (1,347,747)
----------- -----------
Other Income (Expense)
Accretion of debenture discount (437,080) (175,560)
Interest expense (327,101) (208,078)
Interest income - 1,762
----------- -----------
(764,181) (381,876)
----------- -----------
Net Loss $(3,754,380) $(1,729,623)
=========== ===========
Net Loss Per Common Share - Basic and Dilut $ (0.39) $ (0.27)
=========== ===========
Weighted Average Number of Shares Outstandi 9,577,429 6,347,517
=========== ===========
</TABLE>
See Notes to Consolidated Financial Statements
5
<PAGE>
5TH AVENUE CHANNEL CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30,1999 AND 1998
<TABLE>
<CAPTION>
1999 1998
----------- ------------
(UNAUDITED)
<S> <C> <C>
Cash Flows from Operating Activities:
Net loss $(3,754,380) $ (1,729,623)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization 842,186 635,373
Amortization of discount on convertible subordinated debentures 437,080 -
Stock and options issued for services 101,861 151,938
Amortization of deferred marketing revenue (250,000) -
Amortization of deferred marketing costs 220,136 -
Change in operating assets and liabilities, net of acquisitions:
(Increase) decrease in accounts receivable (146,129) 2,988
Decrease in inventory 59,066 -
(Increase) decrease in prepaid expenses and other current assets (38,474) 10,871
Increase in accounts payable and accrued liabilities 846,018 321,902
Increase in deferred revenue 20,000 -
----------- ------------
Net cash used in operating activities (1,662,636) (606,551)
----------- ------------
Cash Flows From Investing Activities:
Purchase of property and equipment (594,260) (130,315)
Deferred TV production costs (117,786) -
Net cash received in acquisition of IBC 40,381 -
(Increase) decrease in other assets 16,338 (114,234)
----------- ------------
Net cash used in investing activities (655,327) (244,549)
----------- ------------
Cash Flows From Financing Activities:
Net change in loans from President 1,804,484 206,600
Repayment of loan from related party (96,932) -
Net change in loans to related parties (979) -
Proceeds from exercise of warrants - 50,000
Proceeds from issuance of convertible debenture less $38,918 of costs - 556,082
Costs of registering common stock (10,851) (32,615)
Proceeds from sale of common stock 500,000 -
Repayment of Long-Term Debt (6,086) (5,658)
----------- ------------
Net cash provided by financing activities 2,189,636 774,409
----------- ------------
Net Decrease in Cash and Cash Equivalent (128,327) (76,691)
Cash and Cash Equivalents, Beginning 256,209 113,207
----------- ------------
Cash and Cash Equivalents, End $ 127,882 $ 36,516
=========== ============
</TABLE>
See Notes to Consolidated Financial Statements
6
<PAGE>
5TH AVENUE CHANNEL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Nine Months Ended September 30, 1999
(Unaudited)
NOTE 1. BASIS OF PRESENTATION
The condensed consolidated balance sheet as of September 30, 1999, the
condensed consolidated statements of operations for the three months and nine
months ended September 30, 1999 and 1998, and the condensed consolidated
statements of cash flows for the nine months ended September 30, 1999 and 1998
have been prepared by the Company. In the opinion of management, all
adjustments (which include reclassifications and normal recurring adjustments)
necessary to present fairly the financial position, results of operations and
cash flows at September 30, 1999 and for all periods presented, have been
made.
Certain information and footnote disclosures normally included in the
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. It is suggested that these
condensed consolidated financial statements be read in conjunction with the
Company's financial statements and notes thereto included in the Company's
December 31, 1998 Form 10-KSB. The results of operations for the three and
nine-month periods ended September 30, 1999 are not necessarily indicative of
the operating results for the full year.
NOTE 2. SUPPLEMENTAL CASH FLOW INFORMATION
Supplemental disclosure of cash flow information for the nine months ended
September 30:
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Interest paid during the period $16,442 $7,850
Non-cash investing and financing activities:
Conversion of debentures $ 2,366,000
Stock issued for acquisition of IBC 2,463,000
Loan payable for acquisition of IBC, net 450,000
Shares received for services to be performed 71,400
Warrants issued for services to be received 1,321,414
Shares to be received for services to be performed 1,500,000
</TABLE>
NOTE 3. PROPERTY AND EQUIPMENT
<TABLE>
<CAPTION>
1999
----
<S> <C>
Leasehold improvements $60,365
Furniture & office equipment 212,530
Web site software and hardware 339,364
Vehicles 133,371
TV signal rebroadcast & receiving equipment 1,942,063
----------
2,687,693
Less accumulated depreciation 1,121,884
----------
$1,565,809
==========
</TABLE>
7
<PAGE>
NOTE 4. LICENSES
<TABLE>
<S> <C>
LaCrosse, Wisconsin $371,493
San Jose, Costa Rica 4,174,000
Stevens Point Wisconsin, Net 355,625
Wausau Wisconsin, net 483,736
----------
5,384,854
Less accumulated amortization 973,166
----------
$4,411,688
==========
</TABLE>
UNITED STATES LICENSES
On March 28, 1996, the Federal Communications Commission (FCC) completed its
auction of authorizations to provide single channel and Multi-channel
Multi-point Distribution Service (MDS) in 493 Basic trading Areas. The Company
won bids in three markets: Hickory-Lenoir-Morganton, NC; Wausau-Rhinelander, WI;
and Stevens Point-Marshfield-Wisconsin Rapids, WI. The Company's total bid for
these three markets was $3,046,212. The Company made the full 10% down payment
of $304,622 for all three markets but only made the second 10% down payment of
$118,946 on the two Wisconsin markets.
In July of 1998, the two Wisconsin licenses were granted to the Company, subject
to the making of installment payments, effective as of July 25, 1997. The
Company elected to participate in the installment payment plan, and two
installment payment notes were entered into in the total amount of $951,479. The
two notes are due quarterly over a ten year period commencing in October 1999.
The interest rate is the effective rate of ten-year US Treasury obligations plus
2-1/2%.
In April of 1999, the Company tendered the first interest-only installment
payments, with the conditional endorsement that they were to be applied to the
Wisconsin licenses and not held to make good the Hickory default (See below).
The installment checks were returned because of the conditional endorsement. The
waiver request was resubmitted by the Company on May 14, 1999 and the Company is
now awaiting action by the FCC. At September 30, 1999 the company has accrued
but has not paid a total of $194,808 of interest charged by the FCC on the two
notes.
A provision for asset impairment of $350,000 was recorded in the 4th quarter of
1998 related to the undeveloped Wisconsin licenses obtained as a result of the
FCC auction in 1996.
On September 1, 1996, the unpaid license fee payable of $1,671,175 for the
Hickory, NC, license was defaulted. The Company will be liable to the FCC for
the difference between the Company's winning bid and a lower winning bid
received by the FCC in a subsequent auction of this license. The FCC has not yet
announced plans to re-auction the Hickory, NC, license and no liability is
recorded for the potential shortfall of a re-auction.
COSTA RICA LICENSES
In February 1996 the Company agreed to acquire three companies holding a total
of 18 frequency licenses for broadcast of pay television (i.e. "wireless cable")
services in Costa Rica together with related equipment and contracts with
subscribers. The $4,174,000 total cost of the licenses included a $2,000,000
note payable in one year with a 3.6% interest rate (see note 7).
8
<PAGE>
The entire $4,174,000 purchase price of the three Costa Rican companies was
allocated to the 18 licenses since the value of the other assets acquired was
minimal. The cost of the licenses is being amortized on a straight-line basis
over 15 years.
NOTE 5. DEFERRED TV PRODUCTI0N COSTS
During the second and third quarters of 1999, the Company incurred approximately
$118,000 of TV production costs. These costs have been deferred and will be
expensed over the expected viewing life of 1-3 years.
NOTE 6. ACQUISITION AND ACQUIRED INTANGIBLES
ACQUISITION OF THE 5TH AVENUE CHANNEL, INC.
Effective December 10, 1998 the Company acquired 100% of the capital stock of
The Fifth Avenue Channel, Inc. ("5th Avenue") for 335,000 shares of the Company
common stock and agreed to issue up to 665,000 additional "performance shares"
as follows: 332,500 shares if 5th Avenue achieves gross revenues in excess of
$10,000,000 for any calendar quarter and the remaining 332,500 shares if 5th
Avenue achieves either gross revenues in excesss of $25,000,000 for any calendar
quarter or net income in excess of $1,000,000 for any calendar quarter.
The Company's controlling shareholder owned 65% of the 5th Avenue stock and
accordingly that portion of the acquisition was recorded similar to a pooling of
interests at the majority shareholders historical cost which was insignificant.
The portion of 5th Avenue acquired from the minority shareholders was recorded
at the estimated fair value of the common stock issued. When and if the
performance shares are earned, they will be recorded at the estimated fair value
and included in acquired intangibles.
5th Avenue's primary assets are intangibles and the $615,000 cost of acquiring
the minority shareholders 5th Avenue stock was allocated entirely to acquired
intangibles which will be amortized over 5 years. All of 5th Avenue's operating
results were included in the Company's financial statements for 1998 and 1997.
ACQUISITION OF IBC
In February of 1999 the Company signed a letter of intent to acquire all of the
assets and business operations of International Broadcast Consultants of
America, Inc (IBC) for $450,000 in cash and 300,000 shares of Company common
stock. IBC was an innovator in the electronic media field, specializing in new
product marketing on cable TV. The operations of IBC have been integrated with
the Company for the entire nine months of 1999
The acquisition was effective January 4, 1999 and has been recorded as a
purchase. The purchase was completed on May 12, 1999. The total consideration
exceeded the estimated fair market value of the net tangible assets acquired by
approximately $2,260,000. The excess has been recorded as acquired intangibles
and is being amortized over 15 years.
9
<PAGE>
A summary of the allocation of the $2,913,000 purchase price to the net assets
acquired is as follows:
<TABLE>
<S> <C>
Cash $40,381
Accounts receivable 66,750
Inventory 568,797
Officer loans 88,406
Equipment and leasehold improvements 44,429
Other assets 26,424
Accounts payable assumed (103,621)
Liabilities assumed (78,874)
Acquired intangibles 2,260,308
----------
Total purchase price $2,913,000
==========
</TABLE>
NOTE 7. LOAN RESTRUCTURE AND CONVERSION OF DEBENTURE
On May 19, 1997, the Company entered into an agreement with Melvin Rosen
("Rosen") restructuring the $2 million debt for the Costa Rican licenses into a
convertible debenture maturing in 12 months and bearing interest at 12% per
annum. The principal amount of the debenture was increased $100,000 for expenses
owed or reimbursable to Rosen at the issue date of the Debenture.
As consideration for this debt restructuring, the Company agreed to issue to
Rosen (i) 180,000 shares of the Company's common stock with piggy back
registration rights, (ii) a warrant to purchase 500,000 shares at $1.00 per
share, and (iii) a warrant to purchase 500,000 shares at $5.00 per share. Under
the Agreement, Rosen became the President and Chairman of the Board and
received the right to nominate two members to the Company's Board of Directors.
The Debenture was convertible by Rosen into the Company's common stock at any
time after the issue date. The conversion price was equal to the lesser of (1)
$.50 per share of common stock or (2) the average of the closing "bid" for the
Company's common stock as reported on NASDAQ for the five trading days
immediately prior to the conversion date.
No interest was paid on the Debenture and the $153,033 of interest accrued from
May 19, 1997 to December 31, 1997 was added to the Debenture balance in 1997.
In November of 1997, Rosen notified the Company of his intention to convert the
Debenture into common stock on or before May 15, 1998. As inducement for the
early conversion and for Rosen foregoing all interest on the Debenture
after December 31, 1997 an additional $109,967 was added to the Debenture
principal balance. The resulting $2,366,000 Debenture balance was converted into
4,732,000 restricted common shares in the first quarter of 1999 after the number
of authorized shares was increased from 10,000,000 to 50,000,000.
NOTE 8. PREFERRED STOCK AUTHORIZED BUT UNISSUED
The Company is authorized to issue up to 5,000,000 shares of "blank check"
preferred stock and to permit the Board of Directors, without shareholder
approval, to fix the rights, preferences and privileges including dividend
rights, conversion rights, terms of redemption or liquidation preferences.
10
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NOTE 9. PRIVATE PLACEMENT OF COMMON STOCK
On June 29, 1999 the Company issued 125,000 shares of common stock in a private
placement to accredited investors in exchange for $500,000 in cash. The Company
also agreed to issue three year warrants to purchase (i) 15,000 shares of common
stock at $5.00 per share and (ii) 5,000 shares at $6.00 per share.
NOTE 10. STOCK WARRANTS, OPTIONS AND SHARES RESERVED
PUBLICLY TRADED COMMON STOCK PURCHASE WARRANTS
In connection with its initial public offering on May 10, 1995, the Company sold
1,610,000 redeemable common stock purchase warrants for $.25 per warrant. Each
warrant entitles the holder to purchase, at any time before May 11, 2000, one
share of common stock at a price of $5.75 per share. The warrants are redeemable
by the Company for $.25 per warrant under certain circumstances.
PRIVATE PLACEMENT WARRANTS
In August 1994 and December 1, 1994, the Company issued an aggregate of 625,000
common stock warrants as part of the sale of units of its securities. The
warrants are exercisable at $5.75 per share within five years from the date of
their issuance. The warrants provide for adjustment in the number of shares
underlying the warrants upon the occurrence of certain events, such as stock
dividends, stock splits or other reclassifications of the Company's common
stock, a consolidation or merger of the Company, or a liquidating distribution
of the Company's common stock.
STOCK OPTIONS
As of December 31, 1998 the Company had outstanding stock options to purchase a
total of 1,018,000 shares at prices ranging from $2 to $15. Approximately
1,000,000 of the options were granted in 1998 to employees and consultants.
Options to purchase a total of 395,000 shares of common stock are required to be
issued at exercise prices ranging from $2 to $16 per share, pursuant to product
marketing agreements with KeyTrade and CRYO-CELL.
During 1999, the Company granted employees options to purchase a total of 67,500
shares of the Company's common stock at exercise prices equal to the closing
price of the Company's stock at the date of grant plus $0.25. In addition, the
Company granted consultants options to purchase a total of 35,000 shares of the
Company's common stock at exercise prices equal to the closing price of the
Company's stock at the date of grant plus $0.25.
The Company applies APB Opinion 25, "Accounting for Stock Issued to Employees"
in accounting for options issued to employees.
The Company applies SFAS 123, "Accounting for Stock-Based Compensation" in
accounting for options issued to non-employees. Compensation expense of
approximately $102,000 was recognized during 1999.
UNDERWRITER STOCK WARRANTS
In connection with the public offering, the Company sold 240,000 Underwriter's
stock warrants for $.001 per warrant. They consisted of warrants to purchase
100,000 shares of common stock at $7.50 per share and warrants to purchases
140,000 warrants at $.375 each entitling the underwriter to purchase an
aggregate of 140,000 shares of common stock at $5.75 per share. The warrants are
exercisable through May 10, 2000.
11
<PAGE>
CONSULTING AGREEMENT
As part of a July 1997 consulting agreement, the Company granted 200,000 one
year warrants and 100,000 three year warrants to purchase common stock at $2.50
per share. The warrants to purchase 200,000 shares were extended for an
additional year in August 1998. The Company has agreed to modify the terms of
the warrants and to extend them.
WARRANTS ISSUED TO SELLER OF COSTA RICAN LICENSES
See Note 7 for warrants to purchase 1,000,000 shares issued to the President in
the restructuring of the $2,000,000 debt.
SHARES RESERVED
At September 30, 1999 the Company reserved 6,523,000 shares of common stock for
future issuance pursuant to the aforementioned stock warrants, options and
debenture conversion agreements.
NOTE 11. 12% CONVERTIBLE DEBENTURES
In early May 1998 the Company completed a private offering of $595,000 of 12%
Convertible Subordinated Debentures (the "May Debentures") to accredited
investors. The May Debentures are convertible into common stock at $2 per share.
Interest is payable monthly and the debentures matured on October 31, 1999. The
Company believes that all of the debenture holders will convert to shares of
common stock.
Those debenture holders who do not convert will be paid principal and all
accrued interest.
In November 1998 the Company completed a private offering of $500,000 of 12%
Convertible Subordinated Debentures (the "November Debenture") to an accredited
investor. The November Debenture is convertible into common shares at $2.50 per
share. Up to 50 % of the November debentures can be converted after July 31,
1999 and the remaining 50% can be converted after December 31, 1999 unless
redeemed earlier by the Company. Notwithstanding the early redemption by the
Company, the debenture holder may convert no less than 50% of its original
Debenture into common stock. Interest is payable monthly and the November
debenture matures on April 30, 2000.
The Company recorded Additional Paid in Capital totaling $595,000 for the
difference between the closing price of the Company's stock on the date the May
debenture proceeds were received and the $2 conversion price for the May
debentures. Approximately 50% of the $595,000 total discount was amortized as
additional interest expense over the period from receipt of Debenture proceeds
to February 28, 1999, the earliest potential conversion date for 50% of the
Debentures. The remaining 50% of $595,000 was amortized ratably over the 14
months ending July 31, 1999.
The Company recorded Additional Paid in Capital totaling $325,000 for the
difference between the closing price of the Company's stock on the date the
November Debenture proceeds were received and the $2.50 conversion price for the
November debentures. Approximately 50% of the $325,000 total discount was
amortized as additional interest expense over the period from receipt of
Debenture proceeds to July 31, 1999, the earliest potential conversion date for
50% of the Debentures. The remaining 50% of the $325,000 is being amortized
ratably over the 14 months ending December 31, 1999.
A total of $437,078 of the discount was amortized as additional interest expense
in the first nine months of 1999. The $34,821 remaining balance of the discount
is included as a reduction of the convertible debenture balance and will be
fully accreted by December 31, 1999.
12
<PAGE>
NOTE 12. CO-MARKETING AGREEMENT
In May of 1999, the Company entered into a two year co-marketing agreement with
a privately-held online securities brokerage firm. Under the term of the
agreement, the brokerage firm is to be featured on the Company's website and
television channel. In return, the brokerage firm is to promote the Company's
products and services on its website. As compensation for promoting the
brokerage firm on its website and television channel, the Company will receive a
total of 500,000 shares of common stock of the brokerage firm, at the rate of
62,500 shares per quarter over the term of the agreement. In addition, the
Company will receive a fee of $5,000 per month over the term of an exclusive
period, such period to start on the launch of the television channel. As
compensation for the brokerage firm to promote the products and services of the
Company, the Company will issue to the brokerage firm warrants to purchase
195,000 shares of the Company's common stock at $2.00 per share, such warrants
to expire at the end of the agreement.
The Company has accounted for the future receipt of the 500,000 shares as stock
receivable and deferred revenue. The shares which were being offered at $5 in a
private offering in August of 1999 were valued at their estimated fair value
taking into consideration various valuation factors. Total revenue of $1,500,000
is being recognized ratably over the term of the agreement. For the four months
ended September 30, 1999, the Company recognized revenue of $250,000.
The Company has accounted for the issuance of the warrants as deferred charges
and additional paid in capital. The warrants were valued using the Black-Sholes
option-pricing model. Total deferred charges of $1,321,414 will be recognized as
expense ratably over the term of the agreement. For the four months ended
September 30, 1999, the Company recognized expense of $220,136. The unamortized
portion of the deferred charges is shown as a reduction of stockholders' equity.
13
<PAGE>
NOTE 13. SEGMENT INFORMATION
The Company currently operates in three segments, wireless cable TV services,
product sales division, and 5th Avenue financial internet and television In 1998
the Company only had the wireless cable TV operations in Costa Rica and
Wisconsin. Corporate overhead expenses are included in the internet and
television segment. Information regarding the Company's three business segments
and the geographic business units follows (in thousands):
<TABLE>
<CAPTION>
OPERATING
INCOME
REVENUES (LOSS) DEPRECIATION AMORTIZATION
-------- --------- ------------ ------------
<S> <C> <C> <C> <C>
Third Quarter - 1999:
Product sales $511 $(230) $13 $0
Wireless cable:
Costa Rica 327 (12) 62 73
Wisconsin 102 (48) 45 7
Internet and TV 251 (877) 21 68
--- ----- -- --
Total $1,191 $(1,167) $141 $148
====== ======== ==== ====
Third Quarter - 1998:
Wireless cable:
Costa Rica $298 $(32) $34 $73
Wisconsin 91 (23) 31 7
Internet and TV 0 (413) 7 0
- ----- - -
Total $389 $(468) $72 $80
==== ====== === ===
Year to Date - 1999:
Product sales $1,446 $(478) $37 $0
Wireless cable:
Costa Rica 974 (27) 172 219
Wisconsin 252 (169) 133 20
Internet and TV 251 (2,316) 54 207
--- ------- -- ---
Total $2,923 $(2,990) $396 $446
====== ======== ==== ====
Year to Date - 1998:
Wireless cable:
Costa Rica $795 $(159) $112 $219
Wisconsin 260 (92) 84 21
Internet and tV 0 (1,097) 14 0
- ------- -- -
Total $1,055 $(1,348) $210 $240
====== ======== ==== ====
</TABLE>
NOTE 14. SUBSEQUENT EVENT
In late October and November of 1999, the Company issued a total of 1,950,000
shares of common stock in private transactions to accredited investors in
exchange for $4,462,500 in cash. In addition, the Company has a subscription
agreement to sell an additional 50,000 shares for a total consideration of
$150,000. Approximately $708,000 of the proceeds was used to repay loans from
the President and $321,000 was used to complete the acquisition of IBC.
Finders fees, professional fees and other related costs approximated $350,000.
14
<PAGE>
The following condensed pro-forma balance sheet shows the effect of the
subsequent sales of common stock and repayment of loans:
<TABLE>
<S> <C>
ASSETS
Cash $3,235,708
Current Assets 2,058,346
Non Current Assets 9,361,267
----------
Total Assets 14,655,321
==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities (including a $2,219,727 loan from the
President 6,228,845
Long-Term Debt and Deferred Revenue 1,364,893
---------
Total Liabilities 7,593,738
Common Stock 11,661
Additional Paid-in-Capital 20,862,132
Deficit (12,560,932)
------------
8,312,861
Subscription Receivable (150,000)
Deferred Marketing Costs (1,101,278)
-----------
Total Stockholders' Equity 7,061,583
Total Liabilities and Stockholders' Equity $14,655,321
===========
</TABLE>
15
<PAGE>
ITEM 2
MANAGEMENTS DISCUSSION & ANALYSIS OF FINANCIAL CONDITION & OPERATING RESULTS
The following discussion contains, in addition to historical information,
"forward-looking statements" with respect to the Company which represent the
Company's expectations or beliefs, including, but not limited to, statements
concerning industry performance, the Company's operations, performance,
financial condition, growth, acquisition and divestiture strategies, margins,
future ventures and expansion plans. For this purpose, any statements contained
in this report that are not statements of historical fact may be deemed to be
forward-looking statements. Without limiting the generality of the foregoing,
words such as "may," "except," "believe," "anticipate," "intend," "could,"
"estimate," or "continue" or the negative or other variations thereof or
comparable terminology are intended to identify forward-looking statements.
These statements by their nature involve substantial risks and uncertainties,
certain of which are beyond the Company's control including, for example:
operating losses and accumulated deficits; limited operating history;
management; ability to gain market acceptance and market share; ability to
manage growth; Internet security risks; uncertainty relating to the evolution of
the Internet as a medium for commerce; dependence on third party content
providers; dependence on a continuing subscriber base and license rights; risks
of international operations; Year 2000 problems; and other factors discussed in
the Company's filings with the Securities and Exchange Commission ("SEC"). There
can be no guarantee that forward looking statements will prove accurate, actual
results may differ from the forward-looking statements.
INTRODUCTION
The Company was organized as a Florida corporation on May 7, 1993 under the name
Tele Consulting Corp. On February 14, 1994 the Company changed its name to
Tel-Com Wireless Cable TV Corporation and on March 17, 1999, the Company changed
its name to 5th Avenue Channel Corp.
During the first two quarters of 1999, the Company focused on refining and
implementing its Internet/Television strategy towards offering financial and
entrepreneurial information, products and services. Subsequently the Company has
focused on finalizing content, programming and carriage agreements necessary for
the launch of its financial television channel and for the updating of its
website. Consequently, the Company has generated to date insignificant revenue
from its website. The Company expects to commence its marketing efforts and the
generation of revenues from its website at the time of the launch of its revised
website design as described below. The Company is in the process of creating a
new division, NetVideoFinance, which will record and market live recorded
interviews with top analysts from the top brokerage houses and investment
banking firms around the United States and the world. The Company also enhanced
its sales division with the addition of new product lines and staffing in
preparation for the Christmas selling season.
TELEVISION OPERATIONS
The Company has commenced production of programming for its 5th Avenue Financial
Television Network and is expecting to announce a launch date in the near
future. The programming will provide current financial information about stocks
and their markets, live interviews with analysts and other knowledgeable people
with insights into growing companies, IPOs, rumors from the Street and useful
personal finance tools. Key revenue streams are expected to be from advertising
and from the sales of financial products and information promoted on the
channel. The Company has signed its first cable carriage agreement with Comcast,
one of the largest cable operators in the United States, to have the channel
appear on CN8, which is Channel 8 on Comcast's cable boxes. The channel will
launch with two hours per day from 10:00 A.M. to 12:00 noon to just over 2.5
16
<PAGE>
million highly desirable homes in the New York, Baltimore and Philadelphia
Designated Marketing Areas. The Company expects to be able to expand its
programming into additional hours and homes on Comcast and is also currently
working with other cable and satellite systems for additional carriage. The
programming is expected to be simulcast live on the Company's website in
searchable, streamable and downloadable formats and will also be available on
FasTV.com.
WEBSITE OPERATIONS
The Company developed and operates 5thAvenueChannel.com, offering financial and
other information as well as consumer products. The website was originally
launched in December 1998. In March 1999 the website was revised with sections
devoted to products, personal success and motivational information, financial
resources, and links to other sites. In April 1999, the website launched its
auction section, with collectible items in a number of categories including
automobiles, antique furniture, antique bicycles, and clocks. The website is
currently being redesigned to incorporate additional financial content, the
Company's live television programming, and NetVideoFinance content. The website
will also be resourced with information from Zacks Investment Research, as well
as with financial services including online insurance, online tax preparation,
online trading, online banking, online gift certificates, online mortgages, and
success and motivation products from Nightingale-Conant. The Company expects its
first revision to be completed no later than January 1, 2000, with additional
programming and content later in the first quarter of next year. Key revenue
streams are expected to be from advertising, product and subscription sales.
NETVIDEOFINANCE
The Company has commenced development of its NetVideoFinance division, which
will record and market live interviews with experienced analysts and brokers
from brokerage houses, fund managers, corporate executives and journalists,
which will be available on 5thAvenueChannel.com, syndicated to other websites
and e-mailed to users on a subscription basis. The Company owns the URL
NetVideoFinance.com. Key revenue streams are expected to be advertising,
syndication payments from other websites, and subscription services from end
users.
SALES DIVISION
The Company recently employed new management in retail and wholesale product
sales and distribution to manage the Company's expansion of the marketing of its
products and services to the mass market and other retail chains, home shopping
channels and other websites. The Company has added new product lines and has
already received significant orders from such chains as K-Mart, Walgreens,
Target, CVS and others for the Christmas season.
WIRELESS CABLE TELEVISION OPERATIONS
The Company is also a developer, owner and operator of wireless cable television
systems in Costa Rica and LaCrosse, Wisconsin. Wireless cable television is
provided to subscribers by transmitting designated frequencies over the air to a
small receiving antenna at each subscriber's location. The Company provides
television and related cable services for multiple dwelling units, commercial
locations and single family residences. Since wireless cable systems do not
require an extensive network of coaxial cable and amplifiers, their capital cost
per installed subscriber is significantly less than that for hard-wire cable
systems. In addition, operating costs of wireless cable systems are generally
lower than those of comparable hard-wire cable systems due to lower network
17
<PAGE>
maintenance. As a result of lower capital and operating costs, the Company is
generally able to charge less for its standard cable packages than the amount
charged for comparable service provided by its hard-wire cable competition.
All amounts in the discussion that follows have been rounded to the nearest
thousand.
RESULTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 1999 ("Q3-99") AS COMPARED TO THREE MONTHS
ENDED SEPTEMBER 30, 1998 ("Q3-98').
REVENUES
The Company had revenues of $1,191,000 for Q3-99 compared to $389,000 in Q3-98.
Approximately 43% of the revenues are from sales of products, 36% from providing
wireless cable TV services, and 21% from advertising revenue, primarily from the
Key-Trade Co-Marketing Agreement, consisting of non-cash consideration. All of
the Company's revenues in Q3-98 were generated from the wireless cable
television operations. The $802,000 increase in revenues is primarily due to
product sales through electronic mediums, and to advertising revenue. Wireless
cable contributed $40,000 of the increase due to an increased subscriber base.
DIRECT COSTS AND GROSS MARGIN
Direct costs of revenues for Q3-99 increased $697,000 to $758,000 compared to
$60,000 in the Q3-98 period, due primarily to the sale of products. The gross
profit margin varies on each product. Also, new products are added and different
products are promoted each quarter. Direct costs also increased in Q3-99 due to
advertising costs. The direct cost of the wireless cable operations increased in
Costa Rica, as the Company is offering more channels to its subscribers without
an increase in fees, due to competition.
OPERATING EXPENSE
Selling, general and administrative expenses for Q3-99 increased by $810,000,
from $470,000 in Q3-98 to $1,280,000 in Q3-99. This increase is mostly due to an
increase in salary and related expenses, and contracted services, as the Company
has increased its personnel to be ready for the launch of the website and
television channel. The increase is also due to compensation expense of
approximately $102,000 recognized in Q3-99 for options granted to non-employees.
Selling, general and administrative expenses also included significant costs of
designing products and services to be offered on the 5th Avenue Channel and on
the Company's website. All promotional costs to establish a venue to sell
products over electronic mediums are being expensed as incurred. Only software
and hardware costs to design the website and to process product orders are being
deferred and amortized over a 3 to 5 year period. TV program production costs
are also deferred and will be expensed over the expected viewing life of 1 to 3
years.
In Q3-99 a total of $31,000 of costs associated with developing the 5th Avenue
Channel and the related website were expensed, compared with $176,000 in Q3-98.
Costa Rica's operating expenses as a percent of revenues declined in Q3-99 as
its fixed operating expenses were spread over a larger subscriber base.
18
<PAGE>
OTHER EXPENSES
Other expenses for Q3-99 included $65,000 of debenture discount accretion
compared with $106,000 in Q3-98. The discount is related to the issuance of 12%
convertible debentures totaling $595,000 in May 1998 and $500,000 in November
1998 (see Note 11 to the Consolidated financial statements). The decrease in the
accretion is due to the fact that the May Debentures were fully amortized during
Q3-99.
Interest expense decreased by $39,000, from $160,000 during Q3-98 to $121,000
during Q3-99. This decrease is due to a decrease in the interest on the
underdeveloped Wisconsin licenses, offset by an increase in interest on loans to
the President, interest on the convertible debentures and interest on the loan
issued in conjunction with the acquisition of IBC in 1999. Interest expense in
Q3-98 included $108,000 of interest on the undeveloped Wisconsin licenses,
compared with only $22,000 in Q3-99. Interest expense in Q3-99 includes $55,000
on loans from the President, as compared to $21,000 in Q3-98; $38,000 on the
convertible debentures in Q3-99, compared to $18,000 in Q3-98; $5,000 on loan
issued in conjunction with the purchase of IBC in 1999, with no such expense in
Q3-98.
NINE MONTHS ENDED SEPTEMBER 30, 1999 ("YTD-99") AS COMPARED TO NINE MONTHS ENDED
SEPTEMBER 30, 1998 ("YTD-98').
REVENUES
The Company had revenues of $2,923,000 for YTD-99 compared to $1,055,000 in
YTD-98. Approximately 49% of the revenues are from sales of product, 42% from
providing wireless cable TV services, and 9% from advertising revenue, primarily
from the Key-trade Co-Marketing Agreement, consisting of non-cash transactions.
All of the Company's revenues in YTD-98 were generated from the wireless cable
television operations. The $1,868,000 increase in revenues is primarily due to
product sales through electronic mediums, and to advertising revenue. Wireless
cable TV contributed $173,000 of the increase as Costa Rican revenues increased
23% from $795,000 to $975,000 from an increased subscriber base. Revenues from
the Lacrosse system declined $8,000 in YTD-99 from $ 260,000 in YTD-98 to
$252,000 due to a decline in the subscriber base.
DIRECT COSTS AND GROSS MARGIN
Direct costs of revenues for YTD-99 increased $1,385,000 to $1,547,000 compared
to $162,000 in the YTD-98 period, due primarily to the sale of products. The
gross profit margin varies on each product. Direct costs also increased in
YTD-99 due to advertising costs. The direct cost of the wireless cable
operations increased in Costa Rica, as the Company is offering more channels to
its subscribers without an increase in fees, due to competition.
OPERATING EXPENSES
Selling, general and administrative expenses for YTD-99 increased by $1,805,000,
from $1,360,000 in YTD-98 to $3,165,000 in YTD-99. This increase is due to an
increase in salary and related expenses, and contracted services, as the Company
has increased its personnel to be ready for the launch of the website and
television channel. The Company has added several executives in 1999 with
extensive experience selling products and services using electronic media. The
increase is also due to compensation expense of approximately $102,000
recognized in Q3-99 for options granted to non-employees. Finally, the increase
is due to an increase in advertising and promotional costs
19
<PAGE>
for negotiating and coordinating fulfillment of products and services to be
offered on the 5th Avenue Channel and website and preparing for the launch of
the 5th Avenue Channel. All promotional costs to establish a venue to sell
products over electronic mediums are being expensed as incurred. Only TV program
production costs and website related computer software costs are being deferred.
In addition, the Company incurred significantly greater legal expenses in YTD-99
as compared to YTD-98.
A total of $359,000 of costs associated with developing programming for the 5th
Avenue Channel and the related website were expensed in YTD-99 compared with
$430,000 in YTD-98.
Costa Rica's operating expenses as a percent of revenues declined as its fixed
operating expenses were spread over a larger subscriber base in YTD-99 compared
to YTD-98. However, the significant improvement in operating results in Costa
Rica were partially offset by the deterioration in Wisconsin's results.
OTHER EXPENSES
Other expense in YTD-99 includes $437,000 of debenture discount accretion
compared with $176,000 in YTD-98. The discount is related to the issuance of 12%
convertible debentures totaling $595,000 in May 1998 and $500,000 in November
1998.
Interest expense increased $119,000 from $208,000 during YTD-98 to $327,000
during YTD-98. This increase is due to an increase of $70,000 on interest on the
12% convertible debentures, an increase of $73,000 on interest on loans to the
President, and interest of $19,000 on the loan issued in conjunction with the
acquisition of IBC in 1999. This increase was partly offset by a decrease of
$43,000 on interest on the Wisconsin licenses.
NET LOSS AND NON-RECURRING EXPENSES
The $3,754,000 net loss for YTD-99 includes $437,000 of accretion of discount on
the convertible debentures compared with $176,000 of similar charges in YTD-98.
The convertible debentures mature in the next six months and the related 12%
interest charges will cease except for $34,000 of discount on debentures to be
expensed in the fourth quarter of 1999 and approximately $41,000 of interest to
maturity of the debentures, these costs are not expected to recur in the
remainder of 1999 and future years:
INFLATION AND FOREIGN CURRENCY FLUCTUATION
Costa Rica continues to experience a decline in the value of the Colon relative
to the US dollar of approximately 1% per month. The government of Costa Rica
mandates minimum salary increases on July 1 and January 1 of each year. The
Company has been able to increase its prices to cover the wage increases and the
effects of the currency decline in Costa Rica and believes that it will be able
to continue to do so without significant effect on its subscriber base.
20
<PAGE>
LIQUIDITY
SOURCE AND USE OF CASH FOR 1999
In 1999 the Company received $1,805,000 of net loan proceeds from the President
and majority shareholder, Melvin Rosen. On June 29, 1999 the Company received
$500,000 in a private placement of 125,000 shares of common stock. In October of
1999, the Company issued a total of 1,950,000 shares of common stock in a
private placement to accredited investors in exchange for $4,462,500 in cash.
To date the Company has funded its operations through loans, selling of the
Company's common stock and operating revenues. The Company believes it has
enough cash to fund operations for the next six months. The Company will have to
raise substantial amounts of additional capital and/or financing to continue to
execute its business plan. The Company is currently developing additional plans
to raise the required funding. There can be no assurance that the Company can
raise such funds.
The Company does not have any material commitments for capital expenditures.
21
<PAGE>
YEAR 2000 ISSUES
Many existing computer programs use only two digits to identify a year in the
date field. These programs were designed and developed without considering the
impact of the upcoming change in the century. If not corrected, many computer
applications could fail or create erroneous results by or at the Year 2000 (the
"Year 2000 Issue"). The accounting software used by the Company is Year 2000
compliant (meaning it recognizes dates in the Year 2000 and beyond) at most
subsidiary operations. The Company does not anticipate a material financial
impact as a result of the Year 2000 Issue nor does it anticipate any material
financial expenditure to remedy the Year 2000 date change within its own
software. The Company's expenditures to date on investigating and remedying Year
2000 issues have been insignificant.
The Company has nearly completed an internal audit of its computer systems and
software to determine what issues, if any, exist. Upon completion of its
internal audit, the Company will evaluate the full scope of issues, related
costs, and available remedies to insure the Company's systems continue to meet
its internal needs. Any costs for system modifications will be expensed as
incurred.
However, the Company has no control over Year 2000 compliance by vendors of the
Company. The Company has made inquiry to all of its major customers and
suppliers in an attempt to assess the Year 2000 readiness of its major
suppliers. The results of this inquiry have not revealed any issues that the
Company believes can have a material adverse effect on the financial condition
of the Company.
22
<PAGE>
RECENT ACCOUNTING PRONOUNCEMENT
The Company does not expect SFAS 130, which establishes standards for reporting
and displaying comprehensive income, its components and accumulated balances to
have any effect on the company's financial statements.
The Company has adopted the provisions of SFAS No. 131 which establishes
standards for reporting information about operating segments, geographic areas
and major customers in annual and interim financial reports issued to
shareholders.
The Company does not expect SFAS 133, which establishes standards for accounting
for derivative instruments and hedging activities, to affect its financial
statements because the Company has not entered into derivatives contracts.
PART II - OTHER INFORMATION
Item 6. EXHIBITS
(a) EXHIBITS:
27.1 Financial Data Schedule (for Commission use only)
23
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant
caused this Report to be signed on its behalf by the undersigned, thereunto duly
authorized.
5TH AVENUE CHANNEL CORP.
Date: November 15, 1999 By: /S/ MELVIN ROSEN
---------------------------------------------
Melvin Rosen, President and
Chief Executive Officer
24
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
- ------- -----------
27.1 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 127,882
<SECURITIES> 71,400
<RECEIVABLES> 254,438
<ALLOWANCES> 0
<INVENTORY> 509,731
<CURRENT-ASSETS> 2,186,228
<PP&E> 2,687,693
<DEPRECIATION> 1,121,884
<TOTAL-ASSETS> 11,547,495
<CURRENT-LIABILITIES> 7,258,519
<BONDS> 0
0
0
<COMMON> 9,661
<OTHER-SE> 2,914,422
<TOTAL-LIABILITY-AND-EQUITY> 11,547,495
<SALES> 1,446,197
<TOTAL-REVENUES> 2,923,086
<CGS> 1,125,186
<TOTAL-COSTS> 1,546,740
<OTHER-EXPENSES> 4,366,545
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 764,181
<INCOME-PRETAX> (3,754,380)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,754,380)
<EPS-BASIC> (.39)
<EPS-DILUTED> (.39)
</TABLE>
