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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 10-Q

Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

 

For the Quarter Ended September 30, 2003                 Commission File No. 1-9502

 

MAGIC LANTERN GROUP, INC.

(Exact name of registrant as specified in its charter)

 

New York  13-3016967
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
   
   
1075 North Service Road West, Suite 27
Oakville, Ontario
L6M 2G2
(Address of principal executive offices) (Zip Code)
   
   

1385 Broadway
New York, New York 10018

(Address of Previous Principal Executive Offices and Zip Codes)

 
Registrant's telephone number, including area code: (905) 827-2755

 

                Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No __

                Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Title of Class

Outstanding at November 14, 2003

 

Common Stock

66,797,267

MAGIC LANTERN GROUP, INC.

 

INDEX

 

 

 

Item I. Financial Information

Page

 

Condensed Consolidated Balance Sheets - September 30, 2003 (unaudited) and December 31, 2002

2

 

Condensed Consolidated Statements of Operations -- Three Months and Nine Months Ended

 

September 30, 2003 and 2002 (unaudited)

3

 

Consolidated Statements of Comprehensive Income (Loss) -- Three Months and Nine Months Ended

 

September 30, 2003 and 2002 (unaudited)

4

 

Consolidated Statement of Shareholders' Equity -- Nine Months Ended September 30, 2003 (unaudited)

5

 

Condensed Consolidated Statements of Cash Flows -- Nine Months Ended September 30, 2003

 

and 2002 (unaudited)

6

 

Notes to Condensed Consolidated Financial Statements

7

 

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

14

 

Item 3. Quantitative and Qualitative Disclosure About Market Risk

21

 

Item 4. Controls and Procedures

21

 

Part II. Other Information

22

PART I. FINANCIAL INFORMATION
MAGIC LANTERN GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except par value)

   

September 30, 2003

 

December 31, 2002

ASSETS:  

(Unaudited)

   

Current assets:

       

Cash and cash equivalents

$

558

$

696

      Accounts receivable, net of allowance of $74 at September 30, 2003 and $70 at
         December 31, 2002
 

474

 

386

Miscellaneous receivable

 

--

 

218

Inventories

 

90

 

82

Prepaid expenses and other current assets

 

121

 

110

Total current assets

 

1,243

 

1,492

Property and equipment, at cost, less accumulated depreciation and amortization

 

1,143

 

1,110

Other assets:

 

 

 

 

Intangible assets, net of accumulated amortization

 

4,619

 

4,436

Goodwill

 

6,868

 

6,868

Cash surrender value of officer's life insurance

 

--

 

32

Security deposits and other assets

 

31

 

24

TOTAL ASSETS

$

13,904

$

13,962

   

 

 

 

LIABILITIES:  

 

 

 

Current liabilities:

 

 

 

 

Current portion of long-term debt

$

564

$

492

Promissory notes payable

 

370

 

--

Note payable to affiliate

 

--

 

176

Accounts payable - trade

 

704

 

377

Accrued liabilities

 

740

 

613

Other current liabilities

 

--

 

13

Total current liabilities

 

2,378

 

1,671

Long-term liabilities:

 

 

 

 

Long-term debt, net of current portion

 

17

 

10

Note payable, including accrued interest

 

3,135

 

3,022

Total long-term liabilities

 

3,152

 

3,032

   

 

 

 

COMMITMENTS AND CONTINGENCIES (See Note 4)  

 

 

 

   

 

 

 

SHAREHOLDERS' EQUITY  

 

 

 

Preferred stock, $.01 par value, 1,000 shares authorized; none issued and outstanding

 

--

 

--

   Common stock, $.01 par value, 100,000 authorized at September 30, 2003 and December
      31, 2002; 66,797 and 66,147 shares issued and outstanding at September 30, 2003 and
      December 31, 2002
 

668

 

661

Additional paid-in capital

 

19,746

 

20,685

Deferred compensation

  (404)   (966)

Accumulated deficit

  (11,929)   (11,078)
   

8,081

 

9,302

Accumulated other comprehensive income (loss)

 

293

  (43)

TOTAL SHAREHOLDERS' EQUITY

 

8,374

 

9,259

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $

13,904

$

13,962

See Notes to Condensed Consolidated Financial Statements.  

 

 

 

-2-

MAGIC LANTERN GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except per share data)

 

 

Three Months Ended
September 30,

  Nine Months Ended
September 30,
   

2003

 

2002

 

2003

 

2002

Net revenue $

655

$

--

$

2,181

$

21

Cost of goods sold  

299

 

--

 

871

 

35

   

 

 

 

 

 

 

 

Gross profit (loss)  

356

 

--

 

1,310

  (14)
Royalty and other income  

25

 

22

 

25

 

67

   

381

 

22

 

1,335

 

53

   

 

 

 

 

 

 

 

Selling, general and administrative expenses  

872

 

94

 

2,702

 

349

Depreciation and amortization  

206

 

--

 

600

 

--

Compensation adjustment from options, net   (23)  

--

 

108

 

--

Compensation adjustment from replacement options   (177)   (937)   (1,410)  

22

Gain on settlement of litigation, net of legal expenses  

--

 

--

 

--

  (526)
Operating income (loss)   (497)  

865

  (665)  

208

   

 

 

 

 

 

 

 

Other income (expenses):  

 

 

 

 

 

 

 

Interest income (expense)

  (82)  

--

  (186)  

1

Factoring expense

 

--

  (3)  

--

  (15)

Gain on sale of marketable securities

 

--

 

--

 

--

 

30

   

 

 

 

 

 

 

 

Net income (loss) $ (579) $

862

$ (851) $

224

   

 

 

 

 

 

 

 

Income (loss) per common share:  

 

 

 

 

 

 

 

Basic and fully diluted

$ (.01) $

.02

$ (.01) $

.01

   

 

 

 

 

 

 

 

Weighted average common shares outstanding:  

 

 

 

 

 

 

 

Basic

 

66,739

 

36,397

 

66,377

 

23,955

Fully diluted

 

66,739

 

37,360

 

66,377

 

24,000

   

 

 

 

 

 

   
See Notes to Condensed Consolidated Financial Statements.  

 

 

 

 

 

   

-3-

MAGIC LANTERN GROUP, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)

(In thousands)

   

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

   

2003

 

2002

 

2003

 

2002

                 
Net income (loss) $ (579) $

862

$ (851) $

224

   

 

 

 

 

 

 

 

Other comprehensive income (loss):  

 

 

 

 

 

 

 

Foreign currency translation adjustment  

169

 

--

 

336

 

--

Reclassification adjustment for gains included in net loss  

--

 

--

 

--

  (30)
   

169

 

--

 

336

  (30)
   

 

 

 

 

 

 

 

Comprehensive income (loss) $ (410) $

862

$ (515) $

194

   

 

     

 

 

 

See Notes to Condensed Financial Statements.                

-4-

MAGIC LANTERN GROUP, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(Unaudited)

(In thousands)

 

Common Stock

 

Additional Paid-In Capital

 

Deferred Compensation

 

Retained Earnings (Accumulated Deficit)

 

Accumulated Other Comprehensive Income (Loss)

 

Total Shareholders Equity (Deficit)

 

Shares

 

Amount

 

 

               
Balance at
   December 31, 2002
66,147 $

661

$

20,685

$ (966) $ (11,078) $ (43) $

9,259

Issuance of shares,
   net of issue costs
   of approximately
   $40
600  

6

 

254

 

--

 

 

 

 

 

260

Exercise of stock
   options
50  

1

 

13

 

--

 

 

 

 

 

14

Warrants, in
   connection with
   notes payable
   

 

 

658

 

 

 

 

 

 

 

658

Compensation
   adjustment from
    replacement
    options
   

 

  (1,410)  

 

 

 

 

 

  (1,410)
Amortization of
    deferred
    compensation, net
    of cancellations
   

 

 

 

 

108

 

 

 

 

 

108

Cancellation of
    options
   

 

  (454)  

454

     

 

 

--

Foreign currency
    translation
    adjustment
   

 

 

 

     

 

 

336

 

336

Net loss --  

--

 

--

 

--

  (851)  

--

  (851)
     

 

 

 

 

 

 

 

 

 

 

 

Balance at
    September 30,
    2003
66,797 $

668

$

19,746

$ (404) $ (11,929) $

293

$

8,374

See Notes to Condensed Consolidated Financial Statements.

-5-

MAGIC LANTERN GROUP, INC.
CONDENSED CONSOLIDATED
STATEMENTS OF CASH FLOWS
(Unaudited)

(In thousands)

 

Nine Months Ended
September 30,

   

2003

 

2002

Net cash used in operating activities $ (1,100) $ (125)
       

 

Investing Activities:      

 

Purchase of property and equipment

  (96)  

--

Purchase of intangible assets

  (257)  

--

Proceeds from redemption of life insurance policies

 

35

 

--

Sale or redemption of marketable securities

 

--

 

36

   

 

 

 

Net cash provided by (used in) investing activities   (318)  

36

   

 

 

 

Financing Activities:  

 

 

 

Net proceeds from Notes payable with detachable warrants

 

998

 

--

Net proceeds from private placement of Units, net of issue costs of approximately $40

 

260

 

--

Exercise of stock options

 

14

 

--

Repayment of long-term debt

  (4)  

--

Factor financing, net

 

 

  (514)

Issuance of common stock

 

 

 

1,546

Decrease in note payable - affiliate

      (227)
   

 

 

 

Net cash provided by financing activities  

1,268

 

805

   

 

 

 

Effect of foreign exchange on cash  

12

 

--

   

 

 

 

Net increase (decrease) in cash   (138)  

716

Cash and cash equivalents, beginning of year  

696

 

3

   

 

 

 

Cash and cash equivalents, end of period $

558

$

719

   

 

 

 

Supplemental disclosure of cash flow information:        
         

Cash paid for income taxes

$

3

$

7

 

 

 

 

 

Cash paid for interest, excluding factoring fees

$

--

$

6

   

 

 

 

Supplemental disclosure of noncash financing activities:  

 

 

 

   

 

 

 

In January, 2003, the remaining $200 in settlement of the litigation against the Company's domestic license of its Cross Colours trademark was received by an affiliate of the Company and was applied to fully offset the note payable to affiliate, including accrued interest thereon.

See Notes to Condensed Consolidated Financial Statements.

6

MAGIC LANTERN GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

Note 1.        Basis of Presentation

                The accompanying unaudited condensed financial statements of Magic Lantern Group, Inc. and subsidiaries, formerly JKC Group, Inc., formerly Stage II Apparel Corp. (the "Company"), have been prepared in accordance with generally accepted accounting principles and, in the opinion of management, reflect all adjustments (consisting of normal recurring adjustments) necessary to fairly present the Company's financial position at September 30, 2003 and its results of operations, comprehensive loss, shareholders' equity and cash flows for the interim periods presented. The accounting policies followed by the Company are set forth in Note 2 to the audited Financial Statements included in its Annual Report on Form 10-K for the year ended December 31, 2002 and are incorporated herein by reference.

                The accompanying financial statements have been prepared on the basis the Company will continue as a going concern. The Company has sustained substantial losses for the nine months ended September 30, 2003 and the years ended December 31, 2002, 2001, and 2000. The Company's working capital deficiency at September 30, 2003 was approximately $1,135,000.

                The Company had made application to the American Stock Exchange to issue a maximum of six million units. Each unit was comprised of one common share at $0.50 per share and one share purchase warrant, exercisable for a period of three years, at $0.60 per share. By September 30, 2003, 600,000 units had been issued totaling $260,000, net of issue costs of approximately $40,000, which had been received by the Company. On July 9, 2003, stock certificates representing 600,000 shares were issued. During the quarter ended September 30, 2003 the Company secured $998,000 on the issuance of Notes payable as described in note 11. In addition, the Company is in discussion with additional funding sources in order to provide a longer-term financing solution, although there can be no assurance that such financing will be available on a timely basis or on terms favorable to the Company. Failing shareholder support and a longer-term financing solution, in the short term, the Company could seek to factor its accounts receivable and further reduce discretionary spending investments in technology, particularly in the digitization program. If the Company is unable to raise long-term financing it raises substantial doubt about its ability to continue as a going concern.

                The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.

7

Note 2.        Recent Pronouncements/Accounting Policies

                In June 2002, the FASB issued Statement of Financial Accounting Standards No. 146, "Accounting for Costs Associated with Exit or Disposal Activities" ("SFAS 146"). SFAS 146 nullifies Emerging Issues Task Force (EITF) Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (Including Certain Costs Incurred in a Restructuring)" in its entirety and addresses the significant issues related to recognition, measurement, and reporting of costs associated with an exit or disposal activity, including restructuring activities. Pursuant to SFAS 146, a liability is recorded on the date on which the obligation is incurred and should be initially measured at fair value. Under EITF Issue No. 94-3, a liability for such costs is recognized as of the date of an entity's commitment to an exit plan as well as its measurement and reporting. SFAS 146 is effective for exit or disposal activities initiated after December 31, 2002. Currently, SFAS 146 is not expected to significantly impact the assessment of such liability by the Company.

                In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based Compensation-Transition and Disclosure - an amendment of FASB Statement No.123" ("SFAS 148"). This statement amends FASB Statement No. 123, "Accounting for Stock-Based Compensation," ("SFAS 123") to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, the statement amends the disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The amendments to SFAS 123 regarding disclosure are effective for financial statements for fiscal years ending after December 15, 2002. The Company is in the process of analyzing whether or not it will adopt fair value methodology under SFAS 148.

                In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement No. 133 on Derivative Instruments and Hedging Activities." This statement amends and clarifies accounting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities under SFAS No. 133. This statement is effective for contracts entered into or modified after June 30, 2003, except as for provisions that relate to SFAS No. 133 implementation issues that have been effective for fiscal quarters that began prior to June 15, 2003, which should continue to be applied in accordance with their respective dates. The Company does not expect the adoption of this pronouncement to have a material effect on the results of operations or financial position.

                In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity." This statement requires that certain financial instruments that, under previous guidance, issuers could account for as equity, be classified as liabilities in statements of financial position. Most of the guidance in SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. The Company does not expect the adoption of this pronouncement to have a material effect on the results of operations or financial position.

8

                At September 30, 2003, the Company has four stock-based compensation plans, more fully described in the annual report on Form 10-K. The Company accounts for those plans under the recognition and measurement principals of APB Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations. No stock-based employee compensation cost is reflected in net income, as all options granted under those plans had an exercise price equal to the market value of the underlying common stock on the date of grant. The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of FASB Statement No. 123, Accounting for Stock-Based Compensation, to stock-based employee compensation.

(In thousands, except per share amounts)

 

Nine months ended
September 30

 

2003

2002

       

Net income (loss), as reported

$

 (851)

$

 224

Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of income tax effects  

(156)

 

(47)

Pro forma net income (loss)

$

(1,007)

$

177

   

 

 

 

Income (loss) per share:

 

 

 

 

   Basic and diluted - as reported

$

(.01)

$

 .01

   Basic and diluted -pro forma

$

(.02)

$

 .01

 

Note 3.        Cash and cash equivalents

                Cash and cash equivalents consist of cash and a highly liquid investment in Guaranteed Investments Certificates ("GIC"), available for withdrawal by the Company upon request. The GIC has been pledged as security for a line of credit, none of which has been drawn upon by the Company as of September 30, 2003.

Note 4.        Earnings Per Share

                The Company follows Statement of Financial Accounting Standards No. 128, Earnings Per Share ("FAS 128"). Under FAS 128, companies that are publicly held or have complex capital structures are required to present basic and diluted earnings per share ("EPS") on the face of the income statement. Basic EPS excludes dilution and is computed by dividing income (loss) available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted and the resulting additional shares are dilutive because their inclusion decreases the amount of EPS. The following reconciles basic and diluted weighted average common shares outstanding for the three and nine months ended September 30, 2002

Three months

 

Nine months

Weighted average common shares outstanding - basic 36,397  

23,955

Effect of dilutive securities:

     

    Employee stock options

963  

45

Weighted average common shares and share equivalents
    outstanding - diluted

37,360  

24,000

Diluted shares have not been used in the calculation of EPS for the three and nine months ended September 30, 2003 as they are anti-dilutive.

9

Note 5.        Commitments and Contingencies

                Miscellaneous Claims. Various miscellaneous claims and suits arising in the ordinary course of business have been filed against the Company. In the opinion of management, none of these matters will have a material adverse effect on the results of operations or the financial position of the Company.

                Other Matters. On July 10, 2003, the Securities and Exchange Commission brought a civil action in the United States District Court for the Southern District of Florida against Michael Lauer and Lancer Management I and II alleging securities fraud in connection with portfolio transactions effected by the Lancer management. While the complaint does not allege any fraud in connection with the Company's securities, records produced by the SEC in the court proceeding indicate that Lancer management had either not reported the extent of its ownership in portfolio companies or had underreported the ownership. The Company's transfer record indicate that the Lancer funds, in the aggregate, controlled approximately 47% of the Company's outstanding shares, but the transfer record does not report shares held in street name. The Company's counsel has been instructed to obtain information from the court-appointed receiver regarding the full extent of Lancer's ownership of the Company. Even though no wrongdoing has been alleged in connection with Lancer's ownership of Company securities, the Company, the financial statement impact, if any, and the market for its shares may be adversely affected by any court findings or the negative publicity generated by the Lancer proceedings or general market concerns about the possible actions by the receiver with respect to portfolio securities held by Lancer. In addition, on November 3, 2003 the receiver announced that he had appointed DDJ Capital to actively manage the Lancer portfolio securities.

                Douglas Connolly, formerly President of Magic Lantern Communications, Ltd., has been terminated by the Company. Both the Company and Mr. Connolly are in disagreement over the terms of his termination, however, the parties continue to communicate in regards to this disagreement.

10

Note 6.        Business Combinations

                On November 7, 2002, following approval by the Company's shareholders, the Company and Zi Corporation (NYSE: ZICA; TSE: ZIC), ("Zi"), concluded a Share Purchase Agreement, resulting in the Company's purchase of the Lantern Group. The transaction also resulted in a change to the Company's corporate name to Magic Lantern Group, Inc. and a related change in the AMEX trading symbol for its common stock to "GML," effective November 8, 2002.

                The Company has accounted for its acquisition of the Lantern Group under the purchase method of accounting. The consideration for the Lantern Group was 29,750,000 common shares of the Company, representing 45% of its common shares outstanding after giving effect to the transaction. Shares issued were valued at $.31 per share when the terms of the transaction were established in a letter of intent between the parties. In addition, the Company issued a promissory note in the amount of $3,000,000, bearing interest at 5% per annum; and incurred acquisition costs of approximately $141,000. The Share Purchase Agreement provides for a performance based consideration adjustment to the purchase consideration. As of November 14, 2003, it is unlikely that the Company will achieve $5 million in revenues, consequently, the Note will likely be reduced by $1 million, resulting in a goodwill adjustment for the year ended December 31, 2003 in the amount of $1 million.

The purchase price for the acquired businesses has been allocated among their assets and liabilities as of the closing date as follows:

(In thousands)

Cash

$

353

Non-cash working capital

 

35

Property and equipment

 

1,128

Intangible assets

 

4,492

Goodwill

 

6,868

Indebtedness assumed

 

(513)

$

12,363

The following summarized unaudited pro forma information assumes the acquisition had occurred on January 1, 2002:

Pro Forma Information
(unaudited, in thousands, except per share data)

Three months ended September 30, 2002

Nine months ended September 30, 2002

     

Net Revenue

$

 602

$

1,863

Net Loss

  (174)  

(1,895)

Loss per share - basic and diluted

  (.00)  

(.03)

The pro forma results do not purport to be indicative of results that would have occurred had the acquisition been in effect for the periods presented, nor do they purport to be indicative of the results that would be obtained in the future.

Note 7.         Segment Information

In 2002, up until the acquisition of the Lantern Group on November 7, 2002, the Company operated in the Apparel Distribution Segment, with sales primarily in the United States. Its customers were generally comprised of sporting goods and specialty store chains, mass merchandisers and various wholesale membership clubs. After the acquisition of the Lantern Group, the Company became involved exclusively in the marketing and distribution of educational and media resources throughout Canada, the Education and Distribution Segment, accordingly, the results for the three and nine months ended September 30, 2003 are entirely derived from this segment.

11

Note 8. Intangible Assets

Intangible assets consist of the following:

(In thousands)

 

September 30, 2003
(unaudited)

December 31, 2002

Distribution agreements

$

 3,339

$

 3,099

Indexing software technologies

 

1,808

 

1,417

5,147

4,516

Less: accumulated amortization

528

80

 

$

4,619

$

4,436

Distribution agreements are being amortized on a straight line basis over six years. Amortization expense on distribution agreements for the three and nine months ended September 30, 2003 was approximately $164,000 and $448,000, respectively ($0 for the three and nine months ended September 30, 2002). Amortization of software technology has not yet commenced since the related software has not yet been deployed. Once the software is deployed, the software will be amortized on a straight line basis over three years. The Company deployed its software, on a trial basis, on September 25,2003 and will commence amortization of the software in the fourth quarter of 2003.

Note 9.         Stock-Based Compensation

Although the Company follows APB Opinion 25, Accounting for Stock Issued to Employees, and has elected to account for options issued under employee stock option plans based on the disclosure only alternative provided in SFAS 123 as amended by SFAS 148, the disclosure only alternative is not an available accounting method for the Replacement Options. Under SFAS 123, the Replacement Options must be valued on a quarterly basis, and the compensation cost must be recognized and adjusted quarterly for vested options or ratably over the vesting period for unvested options. Replacement Options covering a total of 1,762,000 shares of the Company's common stock were fully vested on issuance and are exercisable at prices ranging from $.30 to $.50 per share. The fair value of the Company's stock on the date of grant was $.75. Based on the AMEX closing price of $1.70 per share for the common stock on December 31, 2002, the Company recorded compensation expense of $2,114,000 for the year ended 2002, reflecting the difference bet