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 |
|
|
(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 |
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Item I. Financial Information |
Page |
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Condensed Consolidated Balance Sheets - September 30, 2003 (unaudited) and December 31, 2002 |
2 |
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Condensed Consolidated Statements of Operations -- Three Months and Nine Months Ended |
|
|
September 30, 2003 and 2002 (unaudited) |
3 |
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Consolidated Statements of Comprehensive Income (Loss) -- Three Months and Nine Months Ended |
|
|
September 30, 2003 and 2002 (unaudited) |
4 |
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Consolidated Statement of Shareholders' Equity -- Nine Months Ended September 30, 2003 (unaudited) |
5 |
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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 |
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Item 3. Quantitative and Qualitative Disclosure About Market Risk |
21 |
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Item 4. Controls and Procedures |
21 |
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Part II. Other Information |
22 |
PART I. FINANCIAL INFORMATION
MAGIC LANTERN GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
|
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 |
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. |
|
|
|
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-3-
MAGIC LANTERN GROUP, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited)(In thousands)
|
Three Months Ended |
Nine Months Ended |
|||||||
|
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)
|
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.(In thousands)
|
Nine Months Ended |
||||
|
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 |
||||
|
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 |
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 |
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 |
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