U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
| x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended_____________________September 30, 2002
OR
| o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from________________to________________
Commission file number 000-25067
PRIVATE MEDIA GROUP, INC.
(Exact Name of Issuer as Specified in its Charter)
| Nevada |
|
87-0365673 |
| (State or other jurisdiction of incorporation or organization) |
|
(I.R.S. Employer Identification Number) |
|
|
|
|
| Carrettera de Rubì 22-26, 08190 Sant Cugat del Vallès, Barcelona, Spain | ||
| (Address of principal executive offices) | ||
|
| ||
| 34-93-590-7070 | ||
| | ||
| Issuers telephone number | ||
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
| Yes |
x |
No |
o |
State the number of shares outstanding of each of the issuers classes of common equity, as of the latest practicable date:
| Class |
|
Outstanding at November 12, 2002 |
| |
|
|
| Common Stock, par value $.001 |
|
28,608,609 |
|
|
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
PRIVATE MEDIA GROUP, INC.
CONSOLIDATED BALANCE SHEETS
|
|
|
December 31, |
|
September 30, |
| |||||
|
|
|
|
|
|
| |||||
|
|
|
2001 |
|
2002 |
|
2002 |
| |||
|
|
|
|
|
|
|
|
| |||
|
|
|
EUR |
|
EUR |
|
USD |
| |||
|
|
|
(in thousands) |
| |||||||
| ASSETS |
|
|
|
|
|
|
|
|
|
|
| Cash and cash equivalents |
|
|
6,408 |
|
|
1,559 |
|
|
1,529 |
|
| Short-term investment |
|
|
2,850 |
|
|
2,850 |
|
|
2,794 |
|
| Trade accounts receivable |
|
|
15,930 |
|
|
15,216 |
|
|
14,918 |
|
| Related party receivable |
|
|
1,563 |
|
|
5,687 |
|
|
5,576 |
|
| Inventories - net (Note 3) |
|
|
8,252 |
|
|
8,738 |
|
|
8,567 |
|
| Deferred tax asset |
|
|
159 |
|
|
159 |
|
|
156 |
|
| Prepaid expenses and other current assets |
|
|
1,785 |
|
|
2,029 |
|
|
1,989 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| TOTAL CURRENT ASSETS |
|
|
36,946 |
|
|
36,239 |
|
|
35,528 |
|
| Library of photographs and videos - net |
|
|
14,241 |
|
|
17,079 |
|
|
16,744 |
|
| Property, plant and equipment net |
|
|
2,786 |
|
|
3,771 |
|
|
3,697 |
|
| Goodwill and other intangible assets (Note 5) |
|
|
2,892 |
|
|
2,854 |
|
|
2,798 |
|
| Other assets |
|
|
220 |
|
|
221 |
|
|
217 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| TOTAL ASSETS |
|
|
57,086 |
|
|
60,165 |
|
|
58,985 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| LIABILITIES AND SHAREHOLDERS EQUITY |
|
|
|
|
|
|
|
|
|
|
| Short-term borrowings |
|
|
4,530 |
|
|
4,568 |
|
|
4,478 |
|
| Accounts payable trade |
|
|
6,874 |
|
|
7,781 |
|
|
7,628 |
|
| Income taxes payable |
|
|
2,431 |
|
|
370 |
|
|
363 |
|
| Deferred tax liability |
|
|
22 |
|
|
21 |
|
|
20 |
|
| Accrued other liabilities |
|
|
728 |
|
|
1,208 |
|
|
1,184 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| TOTAL CURRENT LIABILITIES |
|
|
14,586 |
|
|
13,948 |
|
|
13,674 |
|
| Long-term borrowings |
|
|
220 |
|
|
202 |
|
|
198 |
|
| SHAREHOLDERS EQUITY |
|
|
|
|
|
|
|
|
|
|
| $4.00 Series A Convertible Preferred Stock 10,000,000 shares authorized, 7,000,000 shares issued and outstanding |
|
|
|
|
|
|
|
|
|
|
| Common Stock, $.001 par value, 100,000,000 shares authorized 28,370,857 and 28,608,609 issued and outstanding at December 31, 2001 and September 30, 2002, respectively |
|
|
863 |
|
|
863 |
|
|
846 |
|
| Additional paid-in capital |
|
|
14,316 |
|
|
15,698 |
|
|
15,390 |
|
| Stock dividends to be distributed |
|
|
396 |
|
|
356 |
|
|
349 |
|
| Retained earnings |
|
|
29,802 |
|
|
30,966 |
|
|
30,358 |
|
| Accumulated other comprehensive income (loss) |
|
|
(3,097 |
) |
|
(1,867 |
) |
|
(1,830 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
| TOTAL SHAREHOLDERS EQUITY |
|
|
42,280 |
|
|
46,016 |
|
|
45,114 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| TOTAL LIABILITIES AND SHAREHOLDERS EQUITY |
|
|
57,086 |
|
|
60,165 |
|
|
58,985 |
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to consolidated statements.
- 2 -
PRIVATE MEDIA GROUP, INC.
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
|
|
|
Three-months ended |
|
Nine-months ended |
| ||||||||||||
|
|
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|
|
|
| ||||||||||||
|
|
|
2001 |
|
2002 |
|
2001 |
|
2002 |
|
2002 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
|
|
EUR |
|
EUR |
|
EUR |
|
EUR |
|
USD |
| ||||||
|
|
|
(in thousands) |
| ||||||||||||||
| Net sales |
|
|
8,999 |
|
|
11,060 |
|
|
28,231 |
|
|
31,349 |
|
|
30,734 |
| |
| Cost of sales |
|
|
2,521 |
|
|
5,575 |
|
|
9,479 |
|
|
13,684 |
|
|
13,416 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
| Gross profit |
|
|
6,478 |
|
|
5,485 |
|
|
18,752 |
|
|
17,665 |
|
|
17,319 |
| |
| Selling, general and administrative expenses |
|
|
4,059 |
|
|
4,018 |
|
|
11,407 |
|
|
14,244 |
|
|
13,965 |
| |
| Offering expenses |
|
|
|
|
|
|
|
|
|
|
|
1,401 |
|
|
1,374 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
| Operating profit (loss) |
|
|
2,419 |
|
|
1,467 |
|
|
7,345 |
|
|
2,020 |
|
|
1,980 |
| |
| Sale of controlled entity |
|
|
|
|
|
|
|
|
1,889 |
|
|
|
|
|
|
| |
| Interest expense |
|
|
|
|
|
81 |
|
|
157 |
|
|
264 |
|
|
259 |
| |
| Interest income |
|
|
56 |
|
|
114 |
|
|
124 |
|
|
119 |
|
|
117 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
| Income before income tax |
|
|
2,475 |
|
|
1,500 |
|
|
9,201 |
|
|
1,875 |
|
|
1,838 |
| |
| Income taxes (benefit) |
|
|
313 |
|
|
29 |
|
|
1,898 |
|
|
(401 |
) |
|
(393 |
) | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
| Net income |
|
|
2,161 |
|
|
1,529 |
|
|
7,303 |
|
|
2,276 |
|
|
2,231 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
| Other comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
Foreign currency adjustments |
|
|
(2,044 |
) |
|
(113 |
) |
|
(3,499 |
) |
|
1,230 |
|
|
1,206 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
|
117 |
|
|
1,416 |
|
|
3,804 |
|
|
3,506 |
|
|
3,437 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
| Income applicable to common shares |
|
|
1,778 |
|
|
1,173 |
|
|
6,111 |
|
|
1,166 |
|
|
1,143 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
| Net income per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
| Basic |
|
|
0.06 |
|
|
0.04 |
|
|
0.22 |
|
|
0.04 |
|
|
0.04 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
| Diluted |
|
|
0.04 |
|
|
0.03 |
|
|
0.15 |
|
|
0.04 |
|
|
0.04 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
See accompanying notes to consolidated statements.
- 3 -
PRIVATE MEDIA GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
|
Nine-months ended |
| ||||||||
|
|
|
|
| ||||||||
|
|
|
2001 |
|
2002 |
|
2002 |
| ||||
|
|
|
|
|
|
|
|
| ||||
|
|
|
EUR |
|
EUR |
|
USD |
| ||||
|
|
|
(in thousands) |
| ||||||||
| Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
| |
| Net income |
|
|
7,303 |
|
|
2,276 |
|
|
2,231 |
| |
| Adjustment to reconcile net income to net cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
| |
|
|
Depreciation |
|
|
463 |
|
|
453 |
|
|
444 |
|
|
|
Bad debt provision |
|
|
|
|
|
686 |
|
|
673 |
|
|
|
Provision for offering expenses |
|
|
|
|
|
170 |
|
|
166 |
|
|
|
Tax provision on asset held for sale |
|
|
436 |
|
|
|
|
|
|
|
|
|
Amortization of goodwill and other intangible assets |
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