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OMB APPROVAL
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OMB Number: 3235-0063
UNITED STATES SECURITIES AND EXCHANGE COMMISSION --------------------------
Washington D.C. 20549 Expires: March 31,2003
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FORM 10-K Estimated average burden
hours per response: 430.00
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(Mark One)
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended: August 31, 2000
OR
|_| 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: 0-18066
CHELL GROUP CORPORATION
f/k/a Networks North, Inc.
(Exact name of registrant as specified in its charter)
New York 11-2805051
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
14 Meteor Drive, Toronto, Ontario M9W 1A4
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (416) 675-6666
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, par
value US$0.0467
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 by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. |_|
Aggregate market value (i.e., last price) of voting stock held by
non-affiliates of the Registrant, as of November 30, 2000 US$11,870,595
Indicate the number of shares outstanding of each of the
Registrant's classes of common stock, as of November 30, 2000 8,328,121 shares
of common stock, par value US$.0467 per share
DOCUMENTS INCORPORATED BY REFERENCE: NONE
PART I
EXCHANGE RATES
The currency amounts in this Annual Report on Form 10-K, including the
financial statements, are, unless otherwise indicated, expressed in Canadian
dollars ("Cdn$"). This Form 10-K contains translations of certain amounts in
Canadian dollars into United States dollars ("US$") based upon the exchange rate
in effect at the end of the period to which the amount relates, or the exchange
rate on the date specified. For such purposes, the exchange rate means the noon
buying rate in New York City for cable transfers in Canadian dollars as
certified for customs purposes by the Federal Reserve Bank of New York (the
"Noon Buying Rate"). These translations should not be construed as
representations that the Canadian dollar amounts actually represent such U.S.
dollar amounts or that Canadian dollars could be converted into U.S. dollars at
the rate indicated or at any other rate. The Noon Buying Rate at the end of each
of the five years ended August 31, the average of the Noon Buying Rates on the
last day of each month during each of such fiscal years and the high and low
Noon Buying Rate for each of such fiscal years were as follows:
August 31,
------------------------------------------------------------------------------
2000 1999 1998 1997 1996
---------- ---------- ---------- ---------- ----------
At end of period ....... Cdn$1.4715 Cdn$1.4965 Cdn$1.5722 Cdn$1.3885 Cdn$1.3685
Average for period...... 1.4714 1.4949 1.4390 1.3676 1.3634
High for period ........ 1.4955 1.5135 1.5770 1.3942 1.3815
Low for period ......... 1.4489 1.4760 1.4100 1.3381 1.3401
On November 30, 2000 the Noon Buying Rate was Cdn$1.5387.
ITEM 1. BUSINESS.
Formation
The Company was incorporated on May 12, 1986 pursuant to the laws of the
State of New York as "TrioSearch, Inc.". By Certificate of Amendment dated June
9, 1988, the Company changed its name to "NTN Canada, Inc." and increased its
authorized share capital. The Company amended its articles to consolidate its
share capital as evidenced by Certificates of Amendment dated August 27, 1990
and September 25, 1992, respectively. By Certificate of Amendment dated October
15, 1992, the Company amended its articles to provide for a seven for one
reverse stock split and reduced its authorized capital. By Certificate of
Amendment dated October 4, 1994 the authorized capital was increased to
20,000,000 Common Shares and 1,500,000 Preferred Shares. By Certificate of
Amendment dated March 13, 1998 the Company
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changed its name to "Networks North Inc." and by Certificate of Amendment dated
September 8, 2000, changed its name to "Chell Group Corporation". The head
office and principal place of business of the Company is located at 14 Meteor
Drive, Toronto, Ontario, M9W 1A4. The registered office of the Company is
located at 488 Madison Avenue, New York, New York, 10022.
Effective October 1, 1996, the Company acquired all of the outstanding
stock of Magic Lantern Communications Ltd. ("Magic Lantern"), an Ontario
corporation, for a purchase price of $1,553,315. Magic Lantern conducts its
operations directly and through its wholly-owned subsidiary, 1113659 Ontario
Ltd., operating as Viewer Services, and its 75% ownership of the outstanding
stock of Sonoptic Technologies Inc. ("Sonoptic") (MagicLantern, Sonoptic and
Viewer Services are referred to herein as the "Magic Lantern Group"). The
purchase price was satisfied by the payment of $515,000 in cash and the issuance
of 185,448 Common Shares.
Effective August 18, 1997, the Company acquired certain business assets of
Image Media Ltd. and 802117 Ontario Inc., operating as Pilot Software, for an
aggregate purchase price of $590,000, which was paid in cash.
Effective September 1, 1997, the Company, indirectly through NTN
Interactive Network Inc. ("NTN IN"), a Canadian corporation, acquired 51% of the
outstanding stock of Interlynx Multimedia Inc. ("Interlynx"), an Ontario
corporation, for a purchase price of $622,000. The purchase price was satisfied
by $357,000 in cash and the issue of 55,209 Common Shares at a deemed price of
$4.80 per share. On June 1, 1999, the Company, indirectly through NTN IN,
acquired the remaining 49% of the outstanding stock of Interlynx. The purchase
price was satisfied by the issuance of 27,778 Common Shares and the issuance of
options to purchase up to 80,000 Common Shares at a strike price of US$3.00 per
share.
On September 13, 1999, pursuant to an Asset Purchase Agreement dated
September 10, 1999, the Company, through its wholly owned subsidiary 1373224
Ontario Limited ("1373224"), acquired substantially all of the property and
assets (excluding accounts receivable) of GalaVu Entertainment Inc. ("GalaVu"),
an Ontario corporation, for a purchase price of $2,958,058. The purchase price
was satisfied by the issuance of 100,000 Common Shares and the issuance of a
promissory note. The promissory note is secured by a general security interest
in all of GalaVu's present and after-acquired assets. The promissory note is
payable in cash or in Common Shares annually, for the term consisting of each of
the next five fiscal years in an amount equal to 50% of the earnings before
interest, taxes, depreciation and amortization of GalaVu for the immediately
preceding annual period. Pursuant to the provisions of the promissory note, the
minimum amount to be received by the holder of the promissory note is as
follows: in fiscal 2001 - $300,000; in fiscal 2002 - $500,000; in fiscal 2003 -
$750,000; in fiscal 2004 - $875,000; and in fiscal 2005 - $875,000. The purchase
price was allocated to the fixed assets of GalaVu.
Recent Developments
On September 19, 2000 pursuant to an Agreement of Purchase and Sale dated
as of August 4, 2000, the Company and its subsidiary Chell Merchant Capital
Group Inc (f/k/a Networks North Acquisition Corp) ("CMCG") acquired, effective
August 31, 2000, certain
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shares and net assets from Cameron Chell and Chell.com Ltd. ("Chell.com").
Pursuant to the Agreement, the Company acquired:
(a) 480,000 common shares of cDemo Inc. ("cDemo"), a Delaware
corporation, which represents approximately 23% of cDemo's stock;
(b) 875,000 common shares of Engyro, Inc. ("Engyro"), a Delaware
corporation, which represents approximately 34% of Engyro's stock;
(c) 150,000 common shares of C MeRun Corp. ("cMeRun"), a Delaware
corporation, which represents approximately 1% of its stock; and
(d) 60,000 common shares of Chell.com (USA) Ltd., a Nevada corporation,
which represents 100% of its outstanding stock.
In addition, CMCG acquired;
(a) 962,500 common shares of eSupplies (Alberta) Ltd. (eSupplies"),
which represents approximately 27% of its outstanding stock, as well
as certain net assets from Chell.com.
In consideration for this acquisition, the Company issued 5,396,733 shares
of its common stock and CMCG issued 1,928,267 Exchangeable shares to Cameron
Chell, Chell.com and others. Each share issued by CMCG is convertible into one
share of common stock of the Company. Pursuant to a Voting and Exchange Trust
Agreement entered into with a trustee, whereby voting privileges have been
granted, such shares issued by CMCG can be voted by the trustee immediately. The
amount of shares issued was determined based upon an appraisal valuation of the
investments and assets acquired which aggregated US$28,652,086.
As a result of this acquisition, the Company is now predominantly owned
(70%) by Cameron Chell and Chell.com, an entity in which Cameron Chell is the
sole shareholder and director. This acquisition was treated as a subsequent
event since shareholder approval to ratify the above purchase was not voted on
and approved until September 8, 2000.
The shares of the Company (421,829) that were issued in exchange for
shares of cMeRun are currently held in escrow until such time as (i) cMeRun is
current with its SEC filings pursuant to the Securities Exchange Act of 1934, as
amended; (ii) The average closing price of cMeRun's stock is $11 for five
consecutive trading days and (iii) cMeRun is listed in good standing on either
the NASD Bulletin Board or the NASDAQ Small Cap or National Stock Market.
In addition, the 1,476,398 shares of the Company's wholly-owned
subsidiary, Chell Merchant Capital Group Inc., that were issued in exchange for
shares of eSupplies will be held in escrow until at such time as the Board of
Directors of the Company has reviewed a new business plan and made a
determination that the new course taken by eSupplies fits with the Company's
business model and provides similar value to the Company.
Pursuant to an Asset Purchase Agreement dated September 1, 2000, Magic
Lantern acquired the assets and business operations of Richard Wolff
Enterprises, Inc., a company based
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in Illinois, for a purchase price of US$200,000. As a result, Magic Lantern has
expanded its library of educational titles and now has access to the
international distribution infrastructure formerly held by Richard Wolff
Enterprises. The Asset Purchase Agreement also contains a purchase price
adjustment clause whereby the price may be adjusted upwards to a maximum of
US$300,000 if certain revenue levels are achieved. Specifically, if gross
revenues for the acquired business exceed US$500,000 for the 12 month period
ending August 31, 2001, Magic Lantern will pay to Richard Wolff Enterprises
US$50,000, and if gross revenues exceed US$600,000 for the second 12 month
period ending August 31, 2002, Magic Lantern will pay to Richard Wolff
Enterprises an additional US$50,000. In addition, the Asset Purchase Agreement
provides that Richard Wolff, President of Richard Wolff Enterprises, has agreed
to act as a consultant to Magic Lantern for a term of 2 years to assist in the
transition and growth of the business as it expands internationally.
Pursuant to a term sheet approved by the board of directors on April 3,
2000, and approved by the shareholders on August 31, 2000, the Company entered
into a Securities Purchase Agreement with VC Advantage Fund ("VC") on October 3,
2000, for up to US$3,000,000 loan to the Company. VC received a Convertible
Debenture, which is convertible into Common Stock of the Company, based upon an
agreed conversion price of $3.00 per share. As of November 30, 2000, VC had
assigned its rights in this Agreement to Canadian Advantage Limited Partnership
("CALP II") and a total of US$1,700,000 has been advanced to the Company.
Financial Information about Industry Segments
Reference is hereby made to the Business Sector Data for the years ended
August 31, 2000, 1999 and 1998 in Exhibit 23 below.
General Description of Business
Chell Group Corporation is engaged in the business of defining, building
and re-engineering businesses, interactive entertainment services and
electronic/online products and services using new economy technologies to
maximize market value. The Company's main business strategy is to operate or
invest in companies that represent the latest in technological innovations. In
that regard, the Company has two main categories of companies: operating
subsidiaries and investment companies. The Company applies its expertise,
industry contacts, and market foresight to these companies in order to create
shareholder value. The core businesses of the Company are the merchant capital
services provided through CMCG (referred to as the "Merchant Capital Group") and
the interactive entertainment services provided by NTN IN. In addition, GaluVu
is a technology based entertainment provider of interactive in-room
entertainment systems to hotels across Canada; the Magic Lantern Group is
involved in the marketing and distribution of educational video and media
resources and the conversion of analog video to digital video formats; and
Interlynx designs and develops web-based training software.
Operating Companies
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Merchant Capital Group
Business Strategy
The Merchant Capital Group is in the business of defining, building and
re-engineering businesses using new economy technologies to maximize market
value. The Merchant Capital Group's continual focus is to identify upcoming
technology trends and create the effective infrastructure required to build out
and support these trends. The Merchant Capital Group is helping to define and
grow a new business and computing model known as the Application Service
Provider ("ASP") industry.
ASP - Software as a Service
The ASP concept is based on centrally hosted computing. Instead of
purchasing software applications for installation on personal computers,
companies and individuals subscribe (i.e. rent) the applications and then
securely access them from any web connection. ASPs are transforming software
from a product to a service that provides specific functionality for end-users
without the problems of installation, servicing, and upgrading. Most major
software corporations have announced new initiatives in the ASP market, and
industry analysts predict strong growth.
Merchant Capital Group Services:
1. Fee Based Consulting Services: The Merchant Capital Group serves clients
by advising them on e-commerce strategy, with particular focus on the ASP
industry. Consulting services include, but are not limited to, business
development activities, strategic alliances, and marketing and promotional
activities.
2. Creation of Businesses: The Merchant Capital Group intends to create
companies to become leaders in areas that the company feels will define
new technological trends. These companies intend to be fully developed and
then sold to established industry players or via public offerings.
3. Corporate Reengineering: The Merchant Capital Group intends to target for
acquisition undervalued and under performing corporations and apply
management expertise, new economy thinking, and new technologies in order
to boost market value and corporate performance.
4. Merchant Capital Services: The Merchant Capital Group intends to assist
clients with raising funds and with merger and acquisition activity.
Strategy
The Merchant Capital Group follows a three way model of defining,
creating, and exploiting new trends in technology:
1. Strategic Development: The Merchant Capital Group continually monitors the
competitive landscape to determine if there currently exists companies to
exploit the technological trend. If not, the Merchant Capital Group will
develop companies in house
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to exploit the technological trend.
2. Acquisition: The Merchant Capital Group targets appropriate companies for
acquisition and development.
3. Research and Development: In addition to the above, the Merchant Capital
Group maintains research and development in an effort to discover and help
create new technological trends.
These strategies and services are designed to offer the Merchant Capital
Group's clients the following benefits within the marketplace:
1. Brand and Market Awareness: The Merchant Capital Group's activities for
clients include extensive public and media relations, marketing campaigns,
brand development and identity, and promotion. These activities are
developed in close consultation with clients.
2. Business Development: The Merchant Capital Group has an extensive list of
market contacts and is a member of the ASP Industry Consortium, the
Personalization Consortium, and the Rich Media Consortium. These
memberships and established relationships allow the Merchant Capital Group
to assist client activities in the sourcing and formulation of strategic
alliances, business arrangements, joint development programs, and general
business development.
3. Additional Financings: The Merchant Capital Group maintains an up to date
database on venture capital activity. This allows the Merchant Capital
Group to identify appropriate venture capitalists that would be interested
in pursuing financing relationships with client companies.
NTN Interactive Network Inc.
NTN IN is engaged in the marketing and distribution of the NTN
Entertainment Network services (the "Network") throughout Canada. These
activities are being conducted through an exclusive license covering Canada
granted to NTN IN by NTN Communications, Inc. of Carlsbad, California
("Communications"), a company listed on the American Stock Exchange under the
trading symbol "NTN". The license grants NTN IN the right to market the products
and programs of Communications throughout Canada for a 25-year term ending
December 31, 2015. Communications does not have an equity position in the
Company or in NTN IN.
NTN IN Entertainment Network
The Network is owned and operated by Communications and uses existing
technology to broadcast two-way interactive live events to subscriber locations.
The Network provides digital data broadcast transmissions, which enable
equipment and software at subscriber locations to display text and graphics
programming and to interpret responses from Network viewers. All programming is
produced at and transmitted from the NTN Broadcast Center in Carlsbad,
California (the "Broadcast Center"). More than 3,100 restaurants, lounges,
hotels, and other
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hospitality sites across North America have installed systems capable of
receiving Network broadcasts ("Subscriber Systems"). The Subscriber Systems
receive satellite broadcasts containing the Network interactive programs, such
that thousands of patrons at subscriber locations can interact with the same
programs simultaneously. NTN IN markets the Network throughout Canada to the
hospitality industry, installs the systems, and provides technical and marketing
support to Network sites. Over 500 Group Subscribers are located in Canada.
Designed to be hardware independent, the Network may be transmitted through a
variety of techniques including, direct satellite, cable, gateway service, FM
sideband, Internet, TV vertical blanking interval, and telephone. Currently NTN
IN uses direct satellite as the method of transmission.
Network Programming
The two-way interactive programming currently featured over the Network
includes a variety of interactive sports and trivia games permitting viewer
interaction and participation for 16 hours each day. All present Network
programming is structured to provide time for national, regional and local
advertisements, as well as for local inserts, which permit each subscriber to
display announcements of promotional prices or other events at its business
location. Communications holds licenses with major sports leagues, which enables
it to produce and deliver interactive games played in conjunction with live
broadcasts of sporting events.
NTN IN Play-Along Games
NTN IN Play-Along Games are played in conjunction with live, televised
events. The NTN IN Play-Along Games roster includes QB1, a game of football
strategy; Diamondball, an interactive baseball game; Powerplay, an interactive
hockey game; and various NFL Fantasy Games, which are played in conjunction with
sporting events or rotisserie leagues.
NTN IN Premium Trivia Games
NTN IN Premium Trivia Games are promotion-oriented weekly game shows that
usually require an hour of participation. Prizes are awarded to the top
finishers. Games include the following: Showdown, a competition among all
participating subscriber locations; Sports Trivia Challenge, a competition among
all subscriber locations but focused on sports; and Spotlight, a game that
quizzes players about the world of show business and celebrities; Playback, a
music news, trivia, song title and musical topics game; and Sports IQ, a weekly
sports trivia game. Half-hour interactive trivia games comprise the majority of
the Network's programming. Countdown and Wipeout are trivia games designed for
fast competitive play among participants at each subscriber location.
NTN IN Market
The NTN IN market remains the Company's largest core business. NTN IN
positions the Network to prospects and clients as a means of attracting patrons
(to play the games), retaining their patronage (as they return to play again),
and increasing the length of time patrons stay in their establishment. As the
number of repeat customers and their length of stay increases, the hospitality
establishment has an increased opportunity to sell additional food and beverage.
The NTN IN sales force targets the strongest hospitality outlets in
Canada, including a number of chain accounts. Attractive rental packages are in
place to support NTN IN's sales
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efforts. NTN IN promotes the Network as one of the best and technically advanced
forms of on-premises advertising to this market, offering long-term repetitive
exposure to a captive, attentive, and enthusiastic audience.
Each end user receives the Subscriber System, including the equipment and
the proprietary software, from NTN IN. In most instances, the customer rents the
equipment from NTN IN. NTN IN, in turn, purchases equipment from several
suppliers. Following installation, each end user pays a monthly fee to the
Company for the Network services.
GalaVu Entertainment Network Inc.
GalaVu is a technology-based entertainment provider of interactive in-room
entertainment systems to hotels. GalaVu is currently installed in over 200
Canadian small and mid sized hotels. GalaVu's interactive system is based on
proprietary technology and provides a wide range of affordable, in-room
entertainment packages. Marketed to guests under the Round-the-Clock
Entertainment brand, GalaVu's suite of products include Hollywood movies on
demand, premium television programming, and other information and entertainment
services designed to enhance the stay of hotel guests while generating revenue
for GalaVu and its hotel partners.
Magic Lantern Group
The Magic Lantern Group of companies operates in two principal markets
including, (i) the marketing and distribution of educational video and media
resources, and (ii) the conversion of analog video to digital video formats.
Magic Lantern markets and distributes an exclusively licensed library of
educational video titles to schools, school boards, and Ministries of Education
across Canada. Compared to the total business volumes of the 28 members of the
Canadian Media Producers and Distributors Association of Canada trade
association, it is believed Magic Lantern has approximately a 20% share of the
kindergarten to grade 12 market, making Magic Lantern a dominant player in this
market. Magic Lantern's exclusive distribution rights enable it to avoid
competing for the sale of specific titles, while competing for a share of the
available media-buying budget within each educational jurisdiction. Several
years ago, Magic Lantern began accumulating digital delivery rights for the
titles it distributes, and approximately 75% of all titles in its library
include such rights. It is believed that this extensive library of titles with
digital delivery rights will favorably position Magic Lantern as distribution
technologies and delivery systems migrate to digital formats, a process that is
already underway in Canada.
Sonoptic
Located in Saint John, New Brunswick, Sonoptic operates a digital video facility
which converts analog video to digital video formats suitable for distribution
through the Internet, as well as through broadband distribution networks being
established by telephone and cable companies in Canada and elsewhere. This is a
relatively new type of business and, while there are numerous "low-end" service
providers entering the market in North America, there are no clear leaders or
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dominant players that have emerged. Sonoptic is also positioning itself as a
premier source for digital video consulting and conversion services within the
key markets, which are expected to emerge in the next two to three years.
Interlynx Multimedia Inc.
Interlynx has developed PROFIS, an advanced web-based training software
that runs on Windows NT servers. Interlynx's marketing efforts are targeted for
both local and international markets. The core competencies of Interlynx include
programming in Visual C++, Java, HTML and Visual Basic running on MS-DOS,
Windows 3.1, 95/98 and NT, and Unix platforms.
Investment in Subsidiaries
Engyro
Engyro is the surviving legal entity resulting from the merger of R Home
Funding Co. Ltd., a Nevada corporation and its wholly owned Delaware subsidiary,
Engyro, Inc. Its headquarters are located in Shelton, Connecticut.
Engyro is a financial transaction engine designed to support the high
demands created by rapid growth in the ASP industry. Engyro is focusing on
providing the critical back end administrative services for the ASP industry.
This will allow integration of the billing, payment, disbursement, and
settlement functions for ASP companies. Engyro has custom designed its system to
enable simplification of the complex economic variables of delivery, measurement
and payment, with full reconciliation and posting directly to the accounting
systems of all parties in the ASP transaction. Engyro will strategically deploy
its service offering to give efficient and flexible local service to the ASPs,
Independent Software Vendors ("ISVs") and Network Service Providers ("NSPs").
Engyro's platform is flexible enough to allow it to grow into other market areas
such as business-to-business and e-commerce.
Engyro's primary market is the ASP marketplace. Most ASPs have yet to
develop sophisticated and integrated accounting systems and backroom
capabilities, and typically outsource non-core operations. Engyro proposes to
approach potential customers and work with them to design creative solutions for
their billing and payment needs. Engyro will also approach ISVs to market
Engyro's ability to enable them to transition to an e-commerce platform to take
advantage of new distribution channels in the ASPs. Engyro will approach ISPs
and NSPs and seek to assist them in their provision of ASP value added services
to their core offering. Engyro will reach its target market:
1. Indirectly by offering ISVs a secure method to enable ASPs alternative
subscription software rental-models through the remote management of the
payment process; and
2. Through strategic partnerships/marketing relationships with software
metering/monitoring companies, billing companies, accounting software
providers, Data Centers, and other components of the community of ASP
elements.
eSupplies
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eSupplies was incorporated under the laws of the Province of Alberta in
October 1999 and its principal business office is located in Calgary, Alberta.
eSupplies carries on business under the name eSupplies.com as a virtual office
supply company, in that it carries no inventory and instead relies upon its
relationship with United Stationers, Inc., a company listed on NASDAQ under the
trading symbol "USTR", as its supplier and Purolator Courier, as its courier.
eSupplies is currently serving the western Canadian marketplace.
eSupplies was formed to acquire the assets of Willson Stationers Ltd.
("Willson"), which was a 100-year old office supply company. In February 2000,
eSupplies purchased the assets of Willson from its receiver manager. Under
eSupplies' direction, the business of Willson has been completely restructured,
to become a sales and marketing company serving the small to medium enterprises
market by closing down the unprofitable warehousing operations and strategically
aligning itself with third parties to warehouse and distribute its products.
As part of eSupplies' strategy to service this market, eSupplies
established a relationship with United Stationers to offer brand-name office
supplies at competitive prices, with next day delivery (in most major markets).
eSupplies currently offers over 25,000 items from which its customers can order
either online or through eSupplies' customer service centre, handling telephone,
facsimile and e-mail orders.
eSupplies is currently reorganizing its operations and strategic focus in
order to examine and exploit new ecommerce opportunities. The Company's Board of
Directors is currently evaluating these new ecommerce opportunities, and will
employ eSupplies' expertise and market relationships to fully exploit them.
cDemo
cDemo is a start up company that was incorporated in the State of Delaware
in February 2000. The head office is located at 236B Broadway, Chico,
California, 95926 and there is a satellite office located at 114, 1215 - 13th
Street SE, Calgary, Alberta.
cDemo plans to position itself as a trusted and unbiased electronic
assessment and listing service. To perform a standardized electronic assessment
and listing, cDemo has researched and developed an assessment methodology that
is capable of "commoditizing" products, and displaying them in a format that is
easy to both read and view. cDemo's unique consortium of technology partners are
producing a technological system that will be capable of tailoring the cDemo
electronic assessment to industry and partner requirements. The assessment
software will be loaded into a rugged, handheld tablet. cDemo plans to use this
tablet device to collect and transmit an electronic demonstration based on an
Internet connection to the cDemo backend database.
cDemo's first target industry is used vehicle sales. In order for the
automotive industry and Internet-based automotive companies to access the
multi-billion dollar used vehicle industry, cDemo will provide the nationwide
electronic assessment and listing infrastructure necessary for this to occur and
will generate revenue from service providers, trade-ins, on-site volume
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assessments, lease returns, advertising, and data mining.
The cDemo electronic assessment service will include:
o An unbiased and detailed 100 plus point assessment.
o Multiple digital photographs of the vehicle.
o A computer generated assessment report, book value, and rating of the
vehicle.
o A one-stop upload listing service to automotive and classified
advertisement websites.
cDemo's third party information will enable consumers to buy, sell,
trade-in, and complete finance, insurance, and extended warranty contracts
online, not all of which is possible today.
In order to establish the nationwide assessment and listing
infrastructure, cDemo plans to foster business alliances with nationwide quick
lube chains and other service stations; newspapers, photo buy publications, and
Internet based classifieds; automobile finance, insurance and extended warranty
companies; and automotive dot-com businesses.
Employees
The Company has 143 employees in the nine operating subsidiaries,
consisting of 14 executives, 25 salespersons, 34 persons involved in technical
services, 4 involved in graphic development, 21 clerical staff, 14 in marketing,
28 individuals involved in finance and administration and 3 individuals involved
in investor relations. The Company believes that management's relations with its
employees are good and that its staff is adequate for its anticipated needs.
ITEM 2. PROPERTIES.
In November 1994, the Company acquired an approximately 25,000 square foot
parcel of land, located at 14 Meteor Drive in Toronto, Ontario, Canada, on which
a 12,500 square foot free-standing, one story building was previously erected
("Toronto property"). The Company, NTN IN and Interlynx presently utilize this
building as their principal place of business. The Company owns the Toronto
property and building free of any liens, the purchase mortgage for the property
having been paid in full and satisfied on October 2, 1995.
Magic Lantern owns three office units, comprising an aggregate 8,000
square feet of office space, in a building located in Oakville, Ontario, Canada
("Oakville property"). These premises were leased to a third party in Fiscal
2000. The Oakville property was re-financed through a Credit Facility Agreement,
with the Royal Bank of Canada, which is discussed below. Magic Lantern and its
subsidiaries also lease additional properties as follows:
Lease
Location Purpose Square Feet Expiration Date Annual Rent
-------- ------- ----------- --------------- -----------
Saint John, New Brunswick Offices 2,342 6/30/00 Cdn$35,130
Vancouver, British Columbia Offices and warehouse 8,451 8/31/03 Cdn$117,891
Chicago, Illinois Offices 961 10/31/05 US$18,980
12
In April 1998, the Company acquired additional property at 10 Meteor
Drive, an approximately 29,000 square foot parcel of land in Toronto, Ontario,
Canada, on which a two-story building was previously erected. The Magic Lantern
Group presently utilizes this building as its principal place of business. This
property, as well as the Oakville property, has been financed through a Credit
Facility Agreement, with the Royal Bank of Canada, dated April 24, 1998. The
principal balance outstanding regarding these two properties, as at August 31,
2000 was Cdn$1,243,151.
The Company's Merchant Capital Group leases 12,043 square feet of office
space in a building located at Suites 301, 500 and 700630 - 8th Avenue SW,
Calgary, Alberta, T2P 1G6. The combined annual rent of the three spaces within
this building is Cdn$202,087. The leases for Suite 301, 500 and 700 expire on
March 31, 2005, January 31, 2005 and June 30, 2005 respectively. These leases
were assumed subsequent to August 31, 2000.
The Company believes that the facilities of the Company and its
subsidiaries are adequate for their present and foreseeable future requirements.
ITEM 3. LEGAL PROCEEDINGS.
Set forth below is a description of material pending litigation to which
the Company is a party.
1. On June 18, 1992, Interactive Network Inc. (Interactive) commenced a
lawsuit against the Company, Communications and NTN IN in the
Federal Court of Canada, Trial Division, Montreal, Quebec, under the
titled Interactive Network, Inc. v. NTN Communications, Inc., NTN
Sports, Inc. and NTN Canada, Inc. (The "Interactive Action"). The
Interactive Action alleges that Interactive granted Communications
the right to use the Interactive Patent, which right Communications
then improperly licensed to the Company and NTN IN. Interactive
alleges that the license agreement between Communications and the
Company and NTN IN infringes upon the Interactive Patent. The
Interactive Action seeks a declaration of the validity of the
Interactive Patent, an injunction restraining the Company from
further infringement, and either damages (in an unspecified amount)
or an accounting of profits derived from certain games used in
Canada. Except for the aforementioned pleadings, no proceedings or
discovery have been undertaken in the Interactive Actions.
Management believes that the licenses granted to the Company by
Communications are valid and that the patent infringement claims underlying the
Interactive Action will ultimately be proven to be unfounded. The Company
intends to vigorously defend its position in the Interactive Action and to
prosecute its position in the Company Action; however, there can be no assurance
that any or all of these actions will be decided in favor of the Company. The
Company
13
believes, based in part upon the advice of outside, independent counsel, that
the costs of defending and prosecuting these actions will not have a material
adverse effect upon the Company's financial position.
In its Quarterly Report on Form 10-Q, for the quarter ended September 30,
1996, Communications stated that "[w]ith the courts [sic] assistance,
[Communications] and [Interactive] have been able to reach a resolution of all
pending disputes in the United States and have agreed to private arbitration
regarding any future licensing, copyright or infringement issues which may arise
between the parties." The disputes referred to in the Communications Form 10-Q
involved litigation in the United States involving allegations similar to the
allegations underlying the Company Action and Interactive Action. In the
Communication Form 10-Q, Communications also noted that "no substantive action
has been taken in the furtherance of" the Company Action or Interactive Action.
2. Canada Customs and Revenue Agency is currently in discussions with
the Company regarding a potential liability with respect to
withholding tax on certain amounts paid to Communications. No
assessment has been made to date by Canada Customs and Revenue
Agency. Management believes that it has valid defenses with respect
to these matters and accordingly, no amount has been recorded in
these financial statements. In the event that such matters are
settled in favour of Canada Customs and Revenue Agency, the amounts
could be material and would be recorded in the period in which they
become determinable.
The Company and its property are not a party or subject to any other
material pending legal proceedings, other than ordinary routine litigation
incidental to its business.
To the knowledge of the Company no other proceedings of a material nature
have been or are contemplated against the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On August 31, 2000, the Company held its Annual Shareholder Meeting at
which the following items were voted upon:
Item For Against Abstain Non-Vote
1) Election to the Board of:
Frank Killoran 1,654,133 0 5,085 1,235,435
Cameron Chell 1,654,026 0 5,192 1,235,435
Gordon Herman 1,652,204 0 7,014 1,235,435
David Bolink 1,652,204 0 7,014 1,235,435
Donald Pagnutti 1,654,134 0 5.084 1,235,435
Peter Rona 1,654,134 0 5.084 1,235,435
Adrian Towning 1,654,134 0 5.084 1,235,435
2) Sale of a $3,000,000 Convertible Debenture to VC 1,191,244 7,755 4,686 1,690,968
Advantage Limited Partnership
14
3) Increase in the number of shares of the Company's 1,175,784 25,127 2,774 1,690,968
Common Stock which are subject to the Stock Option
Plan from 1,000,000 to 20% of the outstanding common
stock on a fully diluted basis
4) Election of Ernst & Young LLP as the Company's auditors 1,656,750 2,068 400 1,235,435
Subsequent to the Company's year ended August 31, 2000, a Special Meeting
of the Shareholders was held on September 8, 2000 at which the following items
were voted upon:
Item For Against Abstain Non-Vote
1) Purchase by the Company of certain assets and shares 1,140,843 4,267 2,364 1,753,929
owned by Chell.com Ltd. and Cameron Chell
2) Amendment to Article 1 of the Company's Certificate 1,591,284 7,210 2,400 1,300,509
of Incorporation, which provided for a change of the
name of the Company from Networks North, Inc. to Chell
Corporation
3) Issuance of a new class of voting stock which would be 1,137,651 6,423 3,400 1,753,929
required to carry out obligations of the Company upon
completion of the transaction described in Item 1)
PART II
ITEM 5. MARKET PRICE FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
The common stock of the Company, par value $.0467 per share (the "Common
Stock"), is traded in the over-the-counter market and is quoted on the NASDAQ
SmallCap Market ("NASDAQ"), under the symbol "CHEL". Set forth below is the
range of high and low bid prices (US$) for shares of Common Stock for each full
quarterly period within the Company's three most recent fiscal years and its
first quarter of the current year. The information reflects inter-dealer prices,
without retail mark-ups, markdowns or commissions and may not necessarily
represent actual transactions.
High Low Trading Volume
------ ------- --------------
(US$) (US$)
1998 Fiscal Year
First Quarter 6.375 4.000 227,190
Second Quarter 4.500 2.75 141,073
Third Quarter 4.250 1.875 306,909
Fourth Quarter 4.500 1.188 1,269127
1999 Fiscal Year
First Quarter 4.750 1.125 1,385,390
Second Quarter 5.375 2.000 4,131,407
15
High Low Trading Volume
------ ------- --------------
(US$) (US$)
Third Quarter 3.500 1.375 1,000,982
Fourth Quarter 3.000 1.500 874,184
2000 Fiscal Year
First Quarter 2.500 1.500 585,270
Second Quarter 3.625 1.375 2,109,781
Third Quarter 7.875 2.250 3,825,607
Fourth Quarter 11.438 3.000 3,323,447
2001 Fiscal Year
First Quarter 7.219 3.000 581,689
On November 30, 2000, the closing price of the Common Shares on NASDAQ was
US$4.875.
As of the close of business on November 30, 2000, there were 207 holders
of record of Common Stock of the Company. The Company believes that there are
approximately 1100 beneficial holders of Common Stock.
As of the close of business on November 30, 2000, the following Common
Shares have been issued by the Corporation in the last twelve months:
1. Pursuant to the Purchase and Sale Agreement between the Company, Chell
Merchant Capital Group, Cameron Chell and Chell.com Ltd., 5,369,733 shares of
the Company were issued and 1,928,267 Exchangeable Shares of Chell Merchant
Capital Group were issued to Cameron Chell and Chell.com Ltd.
The shares of the Company that were issued in exchange for shares of
cMeRun are currently held in escrow until such time as (i) cMeRun is current
with its SEC filings pursuant to the Securities Exchange Act of 1934, as
amended; (ii) The average closing price of cMeRun's stock is $11 for five
consecutive trading days and (iii) cMeRun is listed in good standing on either
the NASD Bulletin Board or the NASDAQ Small Cap or National Stock Market.
In addition, the 1,476,398 shares of the Company's wholly-owned
subsidiary, Chell Merchant Capital Group Inc., that were issued in exchange for
shares of eSupplies will be held in escrow until at such time the Board of
Directors of the Company has reviewed a new business plan and made a
determination that the new course taken by eSupplies fits with the Company's
business model and provides similar value to the Company.
2. Pursuant to the Company's Stock Option Plan, the following issuances of
stock were made in the last twelve months:
16
Number of
Month of Issuance Common Shares Issued
- ----------------- --------------------
February 2000 1,500
March 2000 22,750
April 2000 13,015
May 2000 250
June 2000 500
July 2000 6,750
August 2000 23,735
October 2000 250
November 2000 6,000
Since its inception in 1986, the Company has not paid any cash dividends
on its Common Stock. However, the Company has, in the past, declared certain
stock dividends and stock splits. The Company intends to retain earnings, if
any, to finance operations and, therefore, does not expect to declare or pay any
cash dividends on the Common Stock in the foreseeable future.
ITEM 6. SELECTED FINANCIAL DATA.
The following table sets forth a summary of selected financial information
regarding the Company and its subsidiaries, consolidated, for each of the five
fiscal years ended August 31, 2000. The earnings per share amounts, prior to
1998, have been restated as required to comply with Statement of Financial
Accounting Standards No. 128 Earnings Per Share ("SFAS 128"). For further
discussion of earnings per share and the impact of SFAS 128, see Note 13 to the
consolidated financial statements.
Statement of Operations Data (Canadian Dollars):
Year Ended August 31,
----------------------------------------------------------------------------------
2000 1999 1998 1997 1996
---- ---- ---- ---- ----
$ $ $ $ $
Operating revenues................ 19,694,046 13,420,642 14,771,972 10,351,689 6,318,251
Cost of sales..................... 7,657,960 5,155,883 5,515,241 3,395,898 2,223,916
Gross profit...................... 12,036,086 8,264,759 9,256,731 6,955,791 4,094,335
Net income (loss)................. (1,985,842) (971,497) 618,065 609,387 541,059
Net income (loss) per share....... (.69) (.36) .24 .25 .25
Weighted average number of
shares outstanding............... 2,873,042 2,635,050 2,550,805 2,441,992 2,144,175
Balance Sheet Data (Canadian Dollars):
August 31,
----------------------------------------------------------------------------------
2000 1999 1998 1997 1996
---- ---- ---- ---- ----
Total assets...................... 17,380,595 14,802,021 16,047,907 14,287,602 9,883,093
Long-term obligations............. 4,833,845 2,216,675 2,840,218 2,185,249 -0-
Shareholders' equity.............. 9,383,419 10,792,767 11,033,178 9,488,648 8,877,434
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
17
Introduction
The consolidated financial statements of the Company included in this
document have been prepared in accordance with accounting principles generally
accepted in the U.S. ("U.S. GAAP"). The information contained in this
Management's Discussion and Analysis of Financial Condition and Results of
Operations is expressed in Canadian dollars. The following discussion should be
read in conjunction with the consolidated financial statements, and notes
thereto, included in this document.
Results of Operations
Year Ended August 31, 2000 Compared to Year Ended August 31, 1999
Revenues. Revenues from network services for the 2000 Fiscal Year were
Cdn$6,345,552, compared to Cdn$6,607,915 for the Company's fiscal year ended
August 31, 1999 (the "1999 Fiscal Year"), a decrease of Cdn$262,363 or 4.0%. The
decrease resulted from a decrease in playmaker repairs and maintenance performed
by the Company for NTN Communications. The remaining revenues are relatively
constant between years due to the number of Hospitality sites remaining at the
same level between the 2000 and 1999 fiscal years.
Revenues from Pay-tv for the 2000 Fiscal Year were Cdn$6,517,940. There is
no comparative revenue for the 1999 Fiscal Year as the revenue comes from
GalaVu, which was acquired in Fiscal 2000.
Revenues from event programming for the 2000 Fiscal Year were Cdn$500,168,
compared to Cdn$527,740 for the 1999 Fiscal Year, a decrease of Cdn$27,572 or
5.2%. The decrease was due to a decreased number of corporate events hosted,
both in Canada and abroad, in 2000 when compared to the number of events hosted
in 1999.
Revenues from ad sponsorship were Cdn$675,532 for the 2000 Fiscal Year,
compared to Cdn$308,602 for the 1999 Fiscal Year, an increase of Cdn$366,930 or
119.0%. The increase was the result of an increase in the number and size of
corporate sponsors over the level experienced in the previous period.
Revenues from video and software sales were Cdn$4,289,557 for the 2000
Fiscal Year, compared to Cdn$4,630,931 for the 1999 Fiscal Year, a decrease of
Cdn$341,374 or 7.4%. Of these revenues, Cdn$586,756 was earned by Interlynx, as
compared to Cdn$596,951 for the 1999 Fiscal Year, a decrease of Cdn$10,195 or
1.7%. Revenues from video and software sales earned by the Magic Lantern Group
were Cdn$3,702,801 for the 2000 Fiscal Year, compared to Cdn$4,033,980 for the
1999 Fiscal Year, a decrease of Cdn$331,179 or 8.2%. Decreased levels of funding
by all levels of government have resulted in tighter budget constraints placed
upon educational bodies, and as a result, sales of educational material have
fallen. In addition, the demand for analog or VHS formats is decreasing, yet the
demand for the digital formats has not increased at the same rate.
18
Revenues from video dubbing were Cdn$717,596 for the 2000 Fiscal Year
compared to Cdn$691,156 for the 1999 Fiscal Year, an increase of Cdn$26,440 or
3.8%. The increase can be attributed to stabilization in the local customer base
after the Magic Lantern Group relocation in late fiscal 1998.
Revenues from digital encoding were Cdn$539,815 for the 2000 Fiscal Year,
compared to Cdn$462,742 for the 1999 Fiscal Year, an increase of Cdn$77,073 or
16.7%. The increase can be attributed to increased demand for digital services
and the increased size in the production lab.
Other revenues, which consisted primarily of revenue from installation
services, internet services and interest income, were Cdn$107,886, compared to
Cdn$191,556 for the 1999 Fiscal Year, a decrease of Cdn$83,670 or 43.7%. The
change in installation services and interest income was constant due to a
constant number of sites and a small change in the short-term investments. The
change came from Internet services that are currently no longer being performed
by the Company
As a result of the foregoing, the Company's total revenues in the
aggregate were Cdn$19,694,046, compared to Cdn$13,420,642 for the 1999 Fiscal
Year, an increase of Cdn$6,273,404 or 46.7%.
Cost of Sales. Cost of Sales for network services for the 2000 Fiscal Year
were Cdn$2,160,351, compared to Cdn$2,353,705 for the 1999 Fiscal Year, a
decrease of Cdn$193,354 or 8.2%. The number of Hospitality sites outstanding in
2000 compared to the number outstanding in 1999 was constant. Since the amount
the Company is billed by Communications is a direct function of the number of
sites outstanding, the above-noted decrease results from a stronger Canadian
dollar in the 2000 Fiscal year. As a percentage of the Company's total revenues,
such costs decreased to 11% for the 2000 Fiscal Year from 17.5% for the 1999
Fiscal Year.
Pay-tv costs were Cdn$2,919,417 for the 2000 Fiscal Year. There are no
comparative figures for the 1999 Fiscal Year. The Pay-tv costs as a percentage
of the Company's total revenues were 14.8%.
Event programming costs were Cdn$23,819, compared to Cdn$24,650 for the
1999 Fiscal Year, a decrease of Cdn$831 or 3.4%. The decrease was commensurate
with the decrease in the number of events hosted in event programming revenues.
As a percentage of the Company's total revenues, such costs decreased to 0.1%
for the 2000 Fiscal Year from 0.2% for the 1999 Fiscal Year.
Advertising sponsorship costs were Cdn$93,496, compared to Cdn$61,255 for
the 1999 Fiscal Year, an increase of Cdn$32,241 or 52.6%. The increase was the
result of increased marketing campaigns and its associated costs. As a
percentage of the Company's total revenue such costs remained constant at 0.5%
for the 2000 Fiscal Year compared to the 1999 Fiscal Year.
Video and software costs in aggregate were Cdn$2,078,926, compared to
Cdn$1,990,741
19
for the 1999 Fiscal Year, an increase of Cdn$88,185 or 4.4%. Of these costs,
Cdn$453,041 was incurred by Interlynx, compared to Cdn$281,115 for the 1999
Fiscal Year, an increase of Cdn$171,926 or 61.2%. The increase results from
increased staffing in area of product development associated with the current
revenue streams. Costs attributable to video and software sales of the Magic
Lantern Group for the 2000 Fiscal Year were Cdn$1,625,885, compared to
Cdn$1,709,626 for the 1999 Fiscal Year, a decrease of Cdn$83,741, or 4.9%. The
decrease corresponds to the decrease in revenue as discussed above. As a
percentage of the Company's total revenues, these costs have fallen to 10.6% in
the 2000 Fiscal Year from 14.8% in the 1999 Fiscal Year.
Video dubbing costs were Cdn$157,289, compared to Cdn$353,983 for the 1999
Fiscal Year, a decrease of Cdn$196,694 or 55.6%. The decrease also can be
attributed to the decrease in customer base and more efficient operations since
the acquisition of Image Media Ltd. As a percentage of the Company's total
revenues, these have fallen to 0.8% in the 2000 Fiscal Year from 2.6% in the
1999 Fiscal Year.
Digital encoding costs were Cdn$111,657 for the 2000 Fiscal Year, compared
to Cdn$11,738 for the 1999 Fiscal Year, an increase of Cdn$99,919 or 851.2%. The
increase is associated with the increased level of production and costs
associated with the additional production facilities.
Other costs, were Cdn$113,005, compared to Cdn$359,811 for the 1999 Fiscal
Year, a decrease of Cdn$246,806 or 68.6%. As a percentage of the Company's total
revenues, such costs decreased to 0.6% for the 2000 Fiscal Year from 2.7% for
the 1999 Fiscal Year. The increase relates primarily to Viewer Services, which
became a wholly-owned subsidiary on June 16, 1999.
As a result of the foregoing, the Company's total cost of sales was
Cdn$7,657,960, compared to Cdn$5,155,883 for the 1999 Fiscal Year, an increase
of Cdn$2,502,077 or 48.5%. Total gross margins decreased to 61.1% in the 2000
Fiscal Year from 61.6% in the 1999 Fiscal Year.
Expenses. Selling, general and administrative expenses for the 2000 Fiscal
Year were Cdn$11,266,339, compared to Cdn$7,572,771 for the 1999 Fiscal Year, an
increase of Cdn$3,693,568 or 48.8%. The increase was caused by the following
factors; firstly, GalaVu's selling, general and administration expenses for the
2000 Fiscal Year were Cdn$2,761,254 or 74.8% of the total increase (There are no
comparative figures for the 1999 Fiscal Year); secondly, severance packages
associated with executive restructuring; thirdly, a provision for certain
investments; fourthly, there were increased legal and accounting fees associated
with operations and items pertaining towards the Company's future; and finally,
costs associated with the purchase of the remaining 49% of Interlynx. As a
percentage of the Company's total revenues, total selling, general and
administrative expenses increased to 57.2% for the 2000 Fiscal Year from 56.4%
for the 1999 Fiscal Year.
Bad debts expense was Cdn$140,090, compared to Cdn$136,888 for the 1999
Fiscal Year, an increase of Cdn$3,202 or 2.4%. The increase resulted from an
increase in the allowance for
20
doubtful accounts. As a percentage of the Company's total revenues, such costs
decreased to 0.7% for the 2000 Fiscal Year from 1.0% for the 1999 Fiscal Year.
Interest and bank charges for the 2000 Fiscal Year were Cdn$297,654,
compared to Cdn$98,440 for the 1999 Fiscal Year, an increase of Cdn$199,214 or
202.4%. The increase was the result of the increased debt levels associated with
the purchase of GalaVu. GalaVu had interest charges of Cdn$176,325 or 88.5% of
the total increase. As a percentage of the Company's total revenues, such costs
increased to 1.5% for the 2000 Fiscal Year from 0.7% for the 1999 Fiscal Year.
Depreciation and amortization for the 2000 Fiscal Year were Cdn$2,347,321,
compared to Cdn$1,429,219 for the 1999 Fiscal Year, an increase of Cdn$918,102
or 64.2%. This increase is the result of depreciation on the capital asset
additions in 2000, primarily the addition of GalaVu. GalaVu had depreciation and
amortization for the 2000 Fiscal Year of Cdn$936,400. As a percentage of the
Company's total revenues, such costs increased to 11.9% for the 2000 Fiscal Year
from 10.6% for the 1999 Fiscal Year.
Income Taxes. There was no provision for income taxes for the 2000 Fiscal
Year, compared to Cdn$150,000 for the 1999 Fiscal Year, a decrease of
Cdn$150,000 or 100%. The provision for taxes is lower in 2000 when compared to
the 1999 provision due to no individual operating unit experiencing a taxable
income.
Net Income/Loss. As a result of all of the above, the Company's net loss
for the 2000 Fiscal Year was Cdn$1,985,842 compared to net loss Cdn$971,497 for
the 1999 Fiscal Year, a change of Cdn$1,014,345. This represents a decrease in
net income as a percentage of total revenues to (10.1%) in the 1999 Fiscal Year
from (7.2%) in the 1999 Fiscal Year.
Year Ended August 31, 1999 Compared to Year Ended August 31, 1998
Revenues. Revenues from network services for the 1999 Fiscal Year were
Cdn$6,607,915, compared to Cdn$6,727,889 for the Company's fiscal year ended
August 31, 1998 (the "1998 Fiscal Year"), a decrease of Cdn$119,974 or 1.8%.
These revenues are relatively constant between years due to the number of
Hospitality sites remaining at the same level between the 1999 and 1998 fiscal
years.
Revenues from event programming for the 1999 Fiscal Year were Cdn$527,740,
compared to Cdn$602,571 for the 1998 Fiscal Year, a decrease of Cdn$74,831 or
12.4%. The decrease was due to a decreased number of corporate events hosted,
both in Canada and abroad, in 1999 when compared to the number of events hosted
in 1998.
Revenues from ad sponsorship were Cdn$308,602 for the 1999 Fiscal Year,
compared to Cdn$442,424 for the 1998 Fiscal Year, a decrease of Cdn$133,822 or
30.2%. The decrease was the result of a decrease in the number and size of
corporate sponsors over the level experienced in the previous period.
21
Revenues from video and software sales were Cdn$4,630,931 for the 1999
Fiscal Year, compared to Cdn$5,456,738 for the 1998 Fiscal Year, a decrease of
Cdn$825,807 or 15.1%. Of these revenues, Cdn$596,951 was earned by Interlynx, as
compared to Cdn$1,367,430 for the 1998 Fiscal Year, a decrease of Cdn$770,479 or
56.3%. The sale of Interlynx's subsidiary, Universal Content and a change in the
focus of Interlynx away from CD-ROM's to PROFIS have resulted in the decrease.
Revenues from video and software sales earned by the Magic Lantern Group for the
1999 Fiscal Year were Cdn$4,033,980, a decrease of Cdn$55,328 or 1.4% from the
Cdn$4,089,308 earned in the 1998 Fiscal Year. Decreased levels of funding by all
levels of government have resulted in tighter budget constraints placed upon
educational bodies, and as a result, sales of educational material have fallen.
Revenues from video dubbing were Cdn$691,156, a decrease of Cdn$55,982 or
7.5% over the Cdn$747,138 earned in the 1998 Fiscal Year. The decrease can be
attributed to a loss of the local customer base due to the Magic Lantern Group
move in late fiscal 1998.
Revenues from digital encoding were Cdn$462,742 for 1999 Fiscal Year
compared to Cdn$217,930 for the 1998 Fiscal Year, an increase of Cdn$244,812 or
112.3%. The increase can be attributed to increased demand for digital services
and the increased sales and marketing campaigns.
Other revenues, which consist primarily of revenue from internet services
and interest income, were Cdn$191,556, compared to Cdn$577,282 for the 1998
Fiscal Year, a decrease of Cdn$385,726 or 66.8%. Interest income decreased due
to the decrease in short-term investments during the year. The company is no
longer performing the services for which the revenue from internet services was
earned. The revenue was no longer consistent with the Company's focus and
strategy.
As a result of the foregoing, the Company's total revenues in aggregate
were Cdn$13,420,642, compared to Cdn$14,771,972 for the 1998 Fiscal Year, a
decrease of Cdn$1,351,330 or 9.1%.
Cost of Sales. Cost of Sales for network services for the 1999 Fiscal Year
were Cdn$2,353,705, compared to Cdn$2,486,873 for the 1998 Fiscal Year, a
decrease of Cdn$133,168 or 5.4%. The number of Hospitality sites outstanding in
1999 compared to the number outstanding in 1998 was constant. Since the amount
the Company is billed by Communications is a direct function of the number of
sites outstanding, the above-noted decrease results from a stronger Canadian
dollar in the 1999 Fiscal year. As a percentage of the Company's total revenues,
such costs increase to 17.5% for the 1999 Fiscal Year from 16.8% for the 1998
Fiscal Year.
Event programming costs were Cdn$24,650, compared to Cdn$26,683 for the
1998 Fiscal Year, a decrease of Cdn$2,033 or 7.6%. The decrease was commensurate
with the decrease in the number events hosted in event programming revenues for
the reasons discussed above. As a percentage of the Company's total revenues,
such costs remained constant at 0.2% for the 1999 Fiscal Year as compared to the
1998 Fiscal Year.
22
Advertising sponsorship costs were Cdn$61,255, compared to Cdn$32,517 for
the 1998 Fiscal Year, an increase of Cdn$28,738 or 88.4%. The increase was the
result of increased marketing campaigns and a greater use of advertising
agencies during the 1999 Fiscal Year.
Video and software costs in aggregate were Cdn$1,990,741 compared to
Cdn$2,212,985 for the 1998 Fiscal Year, a decrease of Cdn$222,244 or 10.0%. Of
these costs, Cdn$281,115 was incurred by Interlynx, compared to Cdn$484,639 for
the 1998 Fiscal Year, a decrease of Cdn$203,524 or 42.0%. The decrease
corresponds to the decrease in revenue discussed above. Costs attributable to
video and software sales of the Magic Lantern Group for the 1998 Fiscal Year
were Cdn$1,709,626, a decrease of Cdn$18,720, or 1.1%, over the Cdn$1,728,346
incurred in the 1998 Fiscal Year. The decrease corresponds to the decrease in
revenue as discussed above. As a percentage of the Company's total revenues,
these costs have fallen to 14.8% in the 1999 Fiscal Year from 15.0% in the 1998
Fiscal Year, with the decrease in costs of Interlynx, accounting for 91.6% of
the decrease.
Video dubbing costs were Cdn$353,983. These costs have decreased by
Cdn$266,659, or 43.0%, over the Cdn$620,642 incurred in the 1998 Fiscal Year.
The decrease also can be attributed to the decrease in customer base and more
efficient operations since the acquisition of Image Media Ltd.
Digital encoding cost were Cdn$11,738 for the 1999 Fiscal Year compared to
Cdn$8,441 for the 1998 Fiscal Year, an increase of Cdn$3,297 or 39.1%. The
increase is associated with the increased level of sales.
Other costs, were Cdn$359,811, compared to Cdn$127,100 for the 1998 Fiscal
Year, an increase of Cdn$232,711 or 183.1%. As a percentage of the Company's
total revenues, such costs increased to 2.7% for the 1999 Fiscal Year from 0.9%
for the 1998 Fiscal Year. The increase relates primarily to Viewer Services,
which became a wholly-owned subsidiary on June 16, 1999.
As a result of the foregoing, the Company's total cost of sales was
Cdn$5,155,883, compared to Cdn$5,515,241 for the 1998 Fiscal Year, a decrease of
Cdn$359,358 or 6.5%. Total gross margins decreased to 61.6% in the 1999 Fiscal
Year from 62.7% in the 1998 Fiscal Year.
Expenses. Selling, general and administrative expenses for the 1999 Fiscal
Year were Cdn$7,572,771, compared to Cdn$6,591,941 for the 1998 Fiscal Year, an
increase of Cdn$980,830 or 14.9%. The increase was caused by the following
factors. Firstly, the purchase of the remaining 50% of Viewer Services. In prior
years, Viewer Services was accounted for on the equity basis; for the Fiscal
Year 1999, Viewer Services was consolidated as a wholly owned subsidiary
resulting in an increase in selling, general and administrative expenses of
Cdn$422,520 or 43.1% of the increase. Secondly, professional fees have increased
as a result of consultants aiding in the developing of Sonoptic's business plan
and Networks North's strategic planning. Thirdly, property taxes increased as a
result of the City of Toronto, retroactively restating property taxes. Fourthly,
salaries and benefits have risen due to both annual increases and additional
staffing requirements. Finally, cost associated with the purchase of the
remaining 49% of Interlynx
23
also contributed to the increase. As a percentage of the Company's total
revenues, total selling, general and administrative expenses increased to 56.4%
for the 1999 Fiscal Year from 44.6% for the 1998 Fiscal Year.
Bad debts expense was Cdn$136,888, compared to Cdn$43,123 for the 1998
Fiscal Year, an increase of Cdn$93,765 or 217.4%. The increase resulted from an
increase in the allowance for doubtful accounts. As a percentage of the
Company's total revenues, such costs increased to 1.0% for the 1999 Fiscal Year
from 0.3% for the 1998 Fiscal Year.
Interest and bank charges for the 1999 Fiscal Year were Cdn$98,440,
compared to Cdn$137,942 for the 1998 Fiscal Year, a decrease of Cdn$39,502 or
28.6%. The decrease was the result of decreased debt levels. As a percentage of
the Company's total revenues, such costs decreased to 0.7% for the 1999 Fiscal
Year from 0.9% for the 1998 Fiscal Year.
Depreciation and amortization for the 1999 Fiscal Year were Cdn$1,429,219,
compared to Cdn$1,310,689 for the 1998 Fiscal Year, an increase of Cdn$118,530
or 9.0%. This increase is the result of depreciation on the capital asset
additions in 1999. As a percentage of the Company's total revenues, such costs
increased to 10.6% for the 1999 Fiscal Year from 8.9% for the 1998 Fiscal Year.
Income Taxes. Provision for income taxes was Cdn$150,000 for the 1999
Fiscal Year, compared to Cdn$419,084 for the 1998 Fiscal Year, a decrease of
Cdn$269,084 or 64.2%. The provision for taxes is lower in 1999 when compared to
the 1998 provision due to a lower level of taxable income experienced in 1999.
Net Income/Loss. As a result of all of the above, the Company's net loss
for the 1999 Fiscal Year was Cdn$971,497, compared to net income Cdn$618,065 for
the 1998 Fiscal Year, a change of Cdn$1,589,562. This represents a decrease in
net income as a percentage of total revenues to (7.2%) in the 1999 Fiscal Year
from 4.2% in the 1998 Fiscal Year.
Liquidity and Capital Resources
At August 31, 2000, the Company had working capital of Cdn$2,421,670 a
decrease of Cdn$1,615,390 from working capital of Cdn$4,037,060 at August
31,1999.
For the 2000 Fiscal Year, the Company had a net cash outflow of
Cdn$662,509, versus a cash inflow of Cdn$1,017,007 for the 1999 Fiscal Year. The
net cash out flow for the 1998 Fiscal Year was Cdn$1,420,682. The decrease in
net cash flow for the 2000 Fiscal Year was primarily due to cash used in
investing activities.
Cash provided by operating activities for the 2000 Fiscal Year was
Cdn$288,031. The major factors contributing to the cash provided from operations
for the 2000 Fiscal Year include: net income before depreciation and
amortization of Cdn$361,479; increases in accounts payable and accrued
liabilities, accounts receivable, income taxes and other receivables and other
assets of Cdn$692,237, Cdn$619,676, Cdn$174,023 and Cdn$202,799 respectively.
The major factors
24
contributing to the cash provided from operations for the 1999 Fiscal Year
include: net income before depreciation and amortization of Cdn$457,722;cash
provided from the conversion of short-term investments to cash of Cdn$1,780,407;
cash used to reduce accounts payable and accrued liabilities of Cdn$701,392.
Cash provided by operating activities for the 1998 Fiscal Year was Cdn$475,343.
The major factor contributing to the cash provided by operations during the 1998
Fiscal Year was net income before depreciation and amortization of Cdn$1,928,754
reduced by the use of cash resulting from the increase in accounts receivable of
Cdn$1,034,931, which resulted from increased sales levels in 1998 and the
purchase of the assets of Image Media.
Cash used in investing activities in the 2000 Fiscal Year was
Cdn$1,162,146. This amount resulted from the purchase of property and equipment
by GalaVu, NTN IN and Magic. Cash used in investing activities in the 1999
Fiscal Year was Cdn$753,318. This amount resulted primarily from the purchase of
property and equipment totaling Cdn$601,633 and the development of software
totaling Cdn$250,000. Cash used in investing activities in the 1998 Fiscal Year
was Cdn$2,454,791. This amount was primarily made up of purchases of property
and equipment (including the purchase of the property, building and leasehold
improvements therein, located at 10 Meteor Drive), totaling Cdn$2,012,543, an
increase in licenses due to the payment of Cdn$78,400 to Players Network Inc.
for the right to be the exclusive Canadian distributor of its products for a
10-year period, and the purchase of Interlynx, which totaled Cdn$380,001.
Cash provided by financing in the 2000 Fiscal Year were Cdn$211,606. This
mainly resulted from the proceeds on the exercise of options to purchase shares
of Cdn$281,134 and the repayment of notes and loans payable of Cdn$67,436. Cash
provided by financing in the 1999 Fiscal Year was Cdn$19,332 resulting from
increased bank debt. Cash provided by financing activities in the 1998 Fiscal
Year totaled Cdn$558,766. This mainly resulted from proceeds on the exercise of
options to purchase common shares of Cdn$101,465, and the acquisition of a
long-term operating loan from the Royal Bank of Canada of Cdn$1,309,246. The
loan was used to retire and refinance short-term debt, as reflected in the
decrease of bank indebtedness of Cdn$577,982, and finance the purchase of
long-term assets.
The Company believes that its working capital position provides the
required liquidity on both a short and long term basis and that it will not
require external financing for its operating activities during the 2000 Fiscal
Year, based upon the Company's present plans for the 2000 Fiscal Year. However,
any changes in such plans may require the Company to seek outside financing. No
arrangements are presently in place for outside financing should the need arise.
Inflation
The rate of inflation has had little impact on the Company's operations or
financial position during the three fiscal years ended August 31, 2000, and
inflation is not expected to have a significant impact on the Company's
operations or financial position during the 2001 Fiscal Year.
25
The Company pays a number of its suppliers, including its licensor and
principal supplier, Communications, in US dollars. Therefore, fluctuations in
the value of the Canadian dollar against the US dollar will have an impact on
gross profit as well as the net income of the Company. If the value of the
Canadian dollar falls against the US dollar, the cost of sales of the Company
will increase thereby reducing the Company's gross profit and net income.
Conversely, if the value of the Canadian dollar rises against the US dollar,
gross profit and net income will increase.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Set forth below is a list of the consolidated financial statements of the
Company being furnished in this Annual Report on Form 10-K pursuant to the
instructions to Item 8 to Form 10-K and their respective locations herein.
Financial Statement Location*
- ------------------- --------
Report of Independent Auditors
Current........................................................... F - 1
Predecessor....................................................... F - 2
Consolidated Balance Sheets............................................ F - 3
Consolidated Statements of Operations and Retained Earnings............ F - 4
Consolidated Statements of Cash Flows.................................. F - 5
Notes to Consolidated Financial Statements............................. F - 6
- ----------
* Page F-1 follows page 41 to this Annual Report on Form 10-K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES.
On October 12, 2000, Ernst & Young LLP ("E&Y"), the independent
accountants of Chell Group Corporation resigned as the Company's certifying
accountants.
The facts and circumstances that relate to E&Y's resignation, as far as
they are known to the Company, are as follows:
E&Y had served as the Company's certifying accountants since 1995. E&Y had
orally informed the Company that pursuant to E&Y's internal rules, E&Y would be
resigning as the Company's certifying accountant since it was unwilling and
therefore unable to rely upon the representations of Mr. Cameron Chell, the
Company's President and Chief Executive Officer, due to the existence of a
Settlement Agreement dated November 6, 1998, between Cameron Chell, and the
Alberta Stock Exchange (the "Settlement Agreement"). On April 3, 2000, the
Company's board of directors had appointed Mr. Chell as a director and elected
him as its Chair. On April 3, 2000, Chell.com. Ltd., a corporation wholly-owned
by Mr. Chell, had purchased
26
approximately 16% of the Company's issued and outstanding common stock; and on
April 7, 2000, the Company had advised E&Y of the existence of the Settlement
Agreement. In connection with the Settlement Agreement, Mr. Chell had
acknowledged the existence of certain facts that occurred during 1996 and 1997
while Mr. Chell was a registered representative in Alberta, Canada, licensed by
the Alberta Securities Commission, and he had agreed to certain restrictions
imposed by the Alberta Stock Exchange and to pay a CN$25,000 civil fine.
For the past two fiscal years and during the subsequent interim period
preceding E&Y's resignation, E&Y's reports on the Company's financial statements
did not contain any adverse opinion or disclaimer of opinion, and were not
qualified or modified as to uncertainty, audit scope or accounting principles
and the Company had no disagreement with E&Y on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure.
On November 1, 2000, the board of directors of the Company ratified the
engagement of Lazar Levine & Felix LLP as the Company's auditors for the year
ending August 31, 2000.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Director
Name Age Principal Positions with the Company Since
- ---- --- ------------------------------------ -----
Frank Killoran 42 Chairman 2000
Cameron Chell 32 Director, President and Chief
Executive Officer 2000
Don Pagnutti 50 Director, Vice President-Finance,
Chief Financial Officer 2000
Peter Rona 54 Director 1987
David Bolink 32 Director 2000
Gordon Herman 42 Director 2000
Adrian P. Towning 56 Director 1994
Robert Stone 57 Director 2000
Mark Truman 46 Secretary N/A
Frank Killoran is the Chairman of the Company, as well as, President and
Chief Operating Officer, since March 1997, of National Process Equipment, a
Canadian distributor of industrial pumps and compressors. Mr. Killoran was also
the President of Chell.com Ltd. from June to September 2000. From June 1993 to
January 1998, Mr. Killoran served as President and Chief Operating Officer of
Taro Industries Ltd., a Canadian oil and gas services company listed on the
Toronto Stock Exchange. Prior thereto, Mr. Killoran was a partner at Coopers and
Lybrand where he worked from May 1981 until May 1993.
Cameron Chell is the President and Chief Executive Officer of the Company
and is the Chairman and Chief Executive Officer of Chell.com Ltd. Mr. Chell is a
founder of the ASP
27
Consortium and FutureLink Corp. ("FutureLink"), a company listed on NASDAQ under
the trading symbol "FTRL". He served as FutureLink's President, CEO and Chairman
from 1997 to 1999. Mr. Chell is also a Director and Shareholder of VC Advantage
Limited, the general partner of VC Advantage Fund Limited Partnership. Mr. Chell
is the Vice Chairman and founder of cMeRun Corp. and is a cofounder of JAWS
Technologies Inc., a company listed on NASDAQ under the trading symbol "JAWZ"
and a provider of information security consulting services and software
solutions. Mr. Chell is also the Chairman of the Board of Directors of Engyro
and cDemo. Previously, Mr. Chell worked in corporate finance in the private
sector. Mr. Chell worked as a stockbroker at McDermid St. Lawrence Securities
Ltd. from 1994 to 1997. On November 6, 1998, Mr. Chell entered into a Settlement
Agreement with the Alberta Stock Exchange to resolve a pending investigation
into alleged breaches by Mr. Chell of Alberta Stock Exchange rules and bylaws.
As part of the Settlement Agreement, (i) Mr. Chell acknowledged that he had
breached certain duties of supervision, disclosure, or compliance in connection
with various offers and sales of securities and (ii) Mr. Chell was prohibited
from receiving Alberta Stock Exchange approval for a five year period, subjected
to a CDN$25,000 fine and a three year period of enhanced supervision.
Don Pagnutti was appointed the Vice President, Finance of the Company on
September 19, 2000. Mr. Pagnutti has been the Chief Financial Officer of the
Company since September 1998, and was the Executive Vice President and Chief
Operating Officer from September 1997 to September 2000. From 1996 to 1997, he
worked for Sullivan Entertainment Inc., as Executive Vice President and Chief
Financial Officer. From 1980 to 1996, he worked for Telemedia Communications
Ltd., a large Canadian media company as Vice President, Radio. Mr. Pagnutti is a
Chartered Accountant and has a Masters Degree in Business Administration and a
Bachelor of Commerce Degree from the University of Toronto.
Peter Rona had been the President and Chief Executive Officer of the
Company from September 1987 until September 2000. In addition, he was the
Principal Financial and Accounting Officer of the Company from September 1987 to
August 1997. He has been President of NTN Interactive Network, Inc. (formerly,
NTN Sports, Inc. until 1993) from 1985 to 1991 and February 1993 to September
1999. Mr. Rona has also been the President, sole director and sole shareholder
of Anor Management, Ltd., a personal holding company, since 1987.
David Bolink is a Managing Director of Chell Merchant Capital Group and
served as Chell.com. Ltd.'s first President from December 1999 to July 2000. Mr.
Bolink served as Director of Business Management of FutureLink Distribution
Corp., an application service provider and a provider of server-based computing
services, from May 1998 to December 1999. Mr. Bolink also served as Business
Manager of Edmonton Society for Christian Education from May 1996 to May 1998.
From February 1989 to May 1996, Mr. Bolink served as Asset Manager of Wilson
Holdings, a property and financial management company.
Gordon Herman is a Senior Managing Director of Chell Merchant Capital
Group. Mr. Herman is also currently the Chairman/President of Madison Companies
Ltd., a company listed on the Canadian Venture Exchange Inc., which focuses on
acquiring small to medium sized facilities management companies since 1997. From
1992 to 1998, Mr. Herman was the
28
President/owner of Harding Hall & Graburne Insurance Inc., a property and
casualty insurance broker. From 1996 to 1998, Mr. Herman was the Vice President,
Western Canada - Acquisitions, at Equisure Financial Network, an insurance
broker network trading on the Toronto Stock Exchange. From 1988 to 1992, Mr.
Herman was the President of General Electric Capital Canada Leasing Inc.,
Canadian Operations (Canadian Subsidiary of General Electric).
Adrian Towning is a private, independent investor in several companies
involved in the communications industry. As a result of his investments, he has
served as a director of some of these companies, including Medical
Communications Corporation ("MCC") from 1994 to July 1996. On May 14, 1996, MCC
filed a petition under Chapter 7 of the United States Bankruptcy Code and the
Bankruptcy Court appointed a Trustee of MCC on July 11, 1996. On July 16, 1996,
MCC was dissolved. From 1983 to 1989, he established and managed
Anglo-Massachusetts Investments Incorporated, with offices in Boston and London,
which was involved in providing financial advice to Europeans.
Robert Stone graduated with the degree of Bachelor of Science from the
University of Toronto in 1964. From 1973 until 1997 Mr. Stone served in various
capacities with Cominco Ltd., a company listed on the Toronto Stock Exchange
("TSE") and the American Stock Exchange ("AMEX") under the trading symbol "CLT",
being the Vice-President, Finance and Chief Financial Officer of that company
from 1980 until 1997. From 1969 until 1973 Mr. Stone was the Director of Finance
of Great Northern Capital Corporation. From 1964 until 1969 Mr. Stone worked
with Clackson Gordon, Chartered Accountants, receiving his Chartered Accountant
designation in 1967. Mr. Stone currently serves as a director of a number of
companies including: Boliden Limited, a company listed on the TSE under the
trading symbol "BOL"; Golden Star Resources Ltd., a company listed on the TSE
under the trading symbol "GSC" and listed on AMEX under the trading symbol
"GSR"; Mainsborne Communications International Inc.; Manhatten Minerals Corp., a
company listed on the TSE under the trading symbol "MAN"; Mr. Stone is also a
former director of Agrium Inc., a company listed on the New York Stock Exchange
and the TSE under the trading symbol "AGU"; Cominco Ltd.; Global Stone
Corporation; Pine Point Mines Ltd.; TVI Pacific Inc., a company listed on the
TSE and Canadian Venture Exchange Inc. under the trading symbol "TVI"; and
United Bolero Development Corp., a company listed on the Canadian Venture
Exchange Inc. under the trading symbol "UNB"; Union Bank of Switzerland and West
Kootenay Power & Light Company.
Mark Truman has been the Controller of the Company since December of 1994.
Section 16(a) Beneficial Ownership Reporting Compliance
The following represents each person who did not file on a timely basis
reports required by section 16(a) of the Exchange Act during the most recent
fiscal year or prior fiscal years:
1. Dave Bolink, Director
Form 4, with respect to his resignation as President of Chell.com.
29
2. Doug Connelly, Director
Form 4, with respect to his resignation as Director of the Company.
3. Frank Killoran, Director
Form 4, with respect to his appointment as President of Chell.com.
4. Donald Pagnutti, Director, Chief Financial Officer, and Vice President
- Finance
Form 3, with respect to his appointment as Director of the Company.
5. Peter Rona, Director, former President and CEO of the Company
Form 4, with respect to a change in the conversion rate on shares of
preferred stock, owned by Anor Management Ltd., of which Mr. Rona is the
sole Director.
6. Dale Smith, Director
Form 4, with respect to his resignation as Director of the Company.
ITEM 11. EXECUTIVE COMPENSATION.
Summary Compensation Table
The following table sets forth information concerning the compensation
paid or accrued by the Company during the three years ended August 31, 2000 to
those individuals who served as Chief Executive Officer of the Company during
the 2000 Fiscal Year and all other executive officers of the Company or any of
its subsidiaries at August 31, 2000 who received total annual salary and bonuses
in excess of US$100,000 (Cdn$147,140) during the 2000 Fiscal Year (collectively,
the "Named Executive Officers").
Long-term
Annual Compensation Compensation
------------------------------------------------- ------------------
Bonus Other Annual Securities Under All Other
Salary(1) ------------- Compensation(1) Options/Granted Compensation
Name and Principal Position Year (Cdn$) (Cdn$) ($) (#) ($)
- ------------------------------- ------------ ----------------- ------------- ------------------ ------------------ -------------
Peter Rona 2000 192,334 -- -- 100,000 --
President and Chief 1999 167,665 30,755 -- 30,000 --
Executive Officer(2) 1998 168,426 32,963 -- 40,000 --
Donald Pagnutti (3) 2000 156,249 -- -- 22,500 --
Vice-President, Finance
and Chief Financial Officer
Notes:
(1) Perquisites and other personal benefits received in 1998, 1999 and
2000 did not exceed the lesser of US$50,000 and 10% of the total
annual salary and bonuses for any of the Named Executive Officers.
(2) Mr. Rona was the President and Chief Executive Officer of the
Company from September 1, 1987 until September 19, 2000.
(3) Mr. Pagnutti's title was changed to Vice President Finance and Chief
Financial Officer on September 19, 2000.
During the three year period ended August 31, 2000, the Company did not
grant any
30
restricted stock awards or stock appreciation rights. Additionally, all of the
Company's group life, health, hospitalization, medical reimbursement or
relocation plans, if any, do not discriminate in scope, terms or operation, in
favor of the Named Executive Officers and are generally available to all
salaried employees. Further, no Named Executive Officer received, in any of the
periods specified in the Summary Compensation Table, perquisites and other
personal benefits, securities or property in an aggregate amount in excess of
the lesser of $50,000 or 10% of the total salary and bonus reported for the
Named Executive Officer in the fiscal year in which such benefits were received,
and no single type of perquisite or other personal benefits exceeded 25% of the
total perquisites and other benefits reported for the Named Executive Officer in
the applicable fiscal year.
Option Grants Table
The following table sets forth (a) the number of shares underlying options
granted to each Named Executive Officer during the 2000 Fiscal Year, (b) the
percentage the grant represents of the total number of options granted to all
Company employees during the 2000 Fiscal Year, (c) the per share exercise price
of each option, (d) the expiration date of each option, and (e) the potential
realized value of each option based on: (i) the assumption of a five (5%)
percent annualized compounded appreciation of the market price of the Common
Stock from the date of the grant of the subject option to the end of the option
term, and (ii) the assumption of a ten (10%) percent annualized compounded
appreciation of the market price of the Common Stock from the date of the grant
of the subject option to the end of the option term.
Number of Percentage of Potential Realizable Value at
Shares Total Options Assumed Rates of Stock Price
Underlying Granted to Appreciation for Option Term
Options Employees in Exercise Expiration -----------------------------
Name Granted Fiscal Year Price Date 5% 10%
- ---- ------- ----------- ----- ---- -- ---
Peter Rona 75,000 9.7% US$2.00 October 14, 2004 US$41,442 US$91,577
President and 25,000 3.2% US$4.375 April 3, 2005 US$30,218 US$176,150
CEO(1)
Donald Pagnutti (2) 22,500 2.9% US$9.75 August 11, 2004 US$47,277 US$101,812
Vice-President,
Finance and Chief
Financial Officer
Notes:
(1) Mr. Rona was the President and Chief Executive Officer of the
Company from September 1, 1987 until September 19, 2000.
(2) Mr. Pagnutti's title was changed to Vice President Finance and Chief
Financial Officer on September 19, 2000.
Options Exercised and Remaining Outstanding
Set forth in the table below is information, with respect to each of the
Named Executive Officers, as to the (a) number of shares acquired during the
2000 Fiscal Year upon each exercise of options granted to such individuals, (b)
the aggregate value realized upon each such exercise (i.e., the difference
between the market value of the shares at exercise and their exercise price),
(iii) the total number of unexercised options held on August 31, 2000,
separately identified
31
between those exercisable and those not exercisable, and (iv) the aggregate
value of in-the-money, unexercised options held on August 31, 2000, separately
identified between those exercisable and those not exercisable.
Securities Aggregate Value of Unexercised in the
Acquired on Value Unexercised Options at Money Options at August 31,
Exercise Realized August 31, 2000 2000
(#) ($) (#) ($)
------------ ------------ --------------------------- ----------------------------------
Exercisable Unexercisable Exercisable(1) Unexercisable(1)
----------- ------------- -------------- ----------------
Peter Rona Nil Nil 135,000 97,500(2) US$445,625 US$438,750
Donald Pagnutti Nil Nil 18,750 33,750 US$69,375 US$50,625
Note:
(1) The value of the unexercised "in-the-money" options has been
determined by subtracting the exercise price of the options from the
closing Common Share price of US$6.50 on August 31, 2000, and
multiplying by the number of Common Shares that may be acquired upon
the exercise of the options.
(2) As at September 19, 2000, these options vested and were exercisable.
Compensation of Directors
Prior to September 8, 2000, each director, not otherwise a full time
employee of the Company, was eligible to receive $500 for each meeting of the
Board of Directors or committee thereof which they attended, along with the
reimbursement of their reasonable expenses incurred on the Company's behalf. In
addition, each director, not otherwise a full time employee of the Company was
eligible to receive 1,500 stock options annually. During the fiscal year ended
August 31, 2000, 45,000 options were issued to Adrian Towning at a strike price
of US$9.75 on August 11, 2000. The vesting schedule for these options are
one-third per year on each anniversary of the grant date. See "Stock Options".
As of December 11, 2000, the Board of Directors formally adopted a
standard arrangement pursuant to which only the outside directors of the Company
are compensated by the Company for their services in their capacity as
directors. This compensation arrangement is retroactive to September 19, 2000
(the date of the closing of the Agreement of Purchase and Sale between Networks
North Inc., Networks North Acquisition Corp., Chell.com Ltd. and Cameron Chell).
Outside Director's Compensation Schedule Cash Options
(US$)
1. Directorship Acceptance Options (one time 45,000
grant with a 3 year vesting schedule)
2. Annual Retainer-Chairman 20,000 10,000
3. Annual Retainer-Director 6,000
4. Annual Retainer-Committee Member (over 3,000
and above directorship retainer)
5. Annual Retainer-Committee Chair (over and 2,000
above directorship retainer and committee retainer)
6. Board Meeting Attendance Fee 750/mtg.
7. Committee Attendence Fee 500/mtg
32
Mr. Killoran has elected not to claim his Annual Retainer and Options for
the 2001 Fiscal Year.
Employment Contracts with Named Executive Officers
The Company entered a new employment agreement (the "Rona Agreement") with
Peter Rona, its President and Chief Executive Officer, for a three-year period
commencing April 1, 2000 and continuing until March 1, 2003. The Rona Agreement
provide for a base compensation of $225,000 with annual increases to be subject
to review by the Board of Directors. In September 2000, Mr. Rona and the Company
entered into an agreement to terminate the Rona Agreement (the "Termination
Agreement"). Pursuant to the terms of the Termination Agreement, the Company
paid Mr. Rona $643,250 and all options then held by Mr. Rona vested immediately.
In addition, the Termination Agreement provided that Mr. Rona shall exercise all
options, repay his loan of US$70,000 and agree not to sell any of his Common
Shares without first consulting with the Chairman, President or Chief Executive
Officer of the Company.
In November 1999, the Company renewed Donald Pagnutti's employment
agreement originally dated August 15, 1997, pursuant to which Mr. Pagnutti
serves as the Company's Executive Vice President, Chief Financial Officer and
Chief Operating Officer. Effective September 19, 2000, Mr. Pagnutti's title was
changed to Vice President, Finance and Chief Financial Officer. The agreement
provides for an initial base compensation of $160,000 with annual reviews,
together with automobile expenses of $9,000. In addition to the fixed
remuneration, the Company shall pay Mr. Pagnutti a bonus at the end of each year
of the term in the event that during the said year the actual net income before
taxes of the Company as audited using the generally accepted accounting
principles applied on a basis consistent with those previous years, equaled or
exceeded the projected net income before taxes of the Company as determined by
the Board of Directors of the Company at the commencement of the said year. The
agreement further provided that the Company grant to Mr. Pagnutti options to
purchase a minimum of 15,000 Common Shares of the Company.
On September 19, 2000, the Company entered into an employment agreement
with Cameron Chell, pursuant to which Mr. Chell serves as the Company's
President and Chief Executive Officer. The agreement provides for an initial
base compensation of $360,000, together with automobile expenses of $8400. In
addition to the fixed remuneration, the Company shall provide Mr. Chell with the
services of an Executive Assistant on an ongoing basis and an Accountant for a
reasonable period of time to allow for the completion of outstanding accounting
work related to existing companies in which Mr. Chell is involved. It was the
understanding of the parties that this agreement was to be replaced by a
definitive employment agreement before October 10, 2000, however, such agreement
has not been entered into at this time. Since the signing of this agreement, Mr.
Chell has eliminated both his salary and automobile allowance in an effort to
reduce cash requirements of the Company. These were eliminated with the
understanding that the compensation of Mr. Chell will be mutually agreed upon
between the parties.
33
On September 19, 2000, the Company entered into an employment agreement
with Gord Herman, pursuant to which Mr. Herman serves as the Company's Senior
Managing Director. The agreement provides for an initial base compensation of
$175,000, together with automobile expenses of $8,400. It was the understanding
of the parties that this agreement was to be replaced by a definitive employment
agreement before October 10, 2000, however, such agreement has not been entered
into at this time. Since the signing of this agreement, Mr. Herman has reduced
his salary to a level of $120,000 and has eliminated the automobile allowance in
an effort to reduce cash requirements of the Company. These were eliminated with
the understanding that the compensation of Mr. Herman will be mutually agreed
upon between the parties.
In September 2000, CMCG assumed an employment agreement from Chell.com,
which had been entered into on November 29, 1999 with David Bolink, pursuant to
which Mr. Bolink serves as CMCG's Managing Director and General Manager. The
agreement provides for an initial base compensation of $150,000. Since the
assumption of this agreement, Mr. Bolink has reduced his salary to $120,000 in
an effort to reduce cash requirements of CMCG. This was reduced on the
understanding that the compensation of Mr. Bolink would be mutually agreed upon
between the parties.
The Company does not have any other employment agreements in effect with
any other executive employee.
Compensation Committee Interlocks and Insider Participation
The Company's Audit and Compensation Committees currently consist of
Robert Stone and Adrian P. Towning. Messrs. Stone and Towning are not officers
or employees of the Company, and have not served in such capacities in the past.
No executive officer of the Company served as a director or member of the
compensation committee (or group performing similar functions) of another
entity, one of whose executive officers served on the Audit and Compensation
Committee or as a director of the Company.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Set forth in the table below is information concerning the ownership, as
of the close of business on November 30, 2000, of the Common Stock by each
person who is known to the Company to be the beneficial owner of more than five
(5%) percent of the Common Stock, the Company's directors and Named Executive
Officers, and all directors and executive officers as a group.
Amount and Nature of Percent of
Name and Address(1) Beneficial Ownership Class (2)
- ------------------- -------------------- ----------
Chell.com Ltd. (3) ............................ 4,992,497 59.9%
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Cameron Chell (4) ............................. 6,890,724 70.3%
Frank Killoran(5) ............................. 123,476 1.5%
Peter Rona (6) ................................ 562,500 6.3%
Gordon Herman(7) .............................. 166,118 2.0%
David Bolink(8) ............................... 155,707 1.9%
Don Pagnutti (9) .............................. 22,500 0.3%
Adrian Towning (10) ........................... 9,000 0.1%
Robert Stone .................................. 0 0%
All directors and executive officers as a group
(8 persons) ......................... 7,930,025 76.5%
(1) Unless otherwise stated, the address of the directors and executive
officers of the corporation is c/o Chell Group Corporation, 14
Meteor Drive, Toronto, Ontario, Canada M9W 1A4.
(2) Unless otherwise indicated, the Company believes that all persons
named in the table have sole voting and investment power with
respect to all shares of Common Stock beneficially owned by them. A
person is deemed to be the beneficial owner of securities that may
be acquired by such person within 60 days from the date on which
beneficial ownership is to be determined, upon the exercise of
options, warrants or convertible securities. Each beneficial owner's
percentage ownership is determined by assuming that options,
warrants and convertible securities that are held by such person
(but not those held by any other person) and which are exercisable
within such 60-day period, have been exercised.
(3) Cameron Chell is the sole director and shareholder of Chell.com Ltd.
(4) Includes 4,992,497 Common Shares held by Chell.com Ltd.(taking into
consideration the option calls on the Chell.com holdings held by
Frank Killoran, Gordon Herman and David Bolink), 421,829 Common
Shares held in escrow in connection with the purchase of shares of
cMeRun Corp. and 1,476,398 Exchangeable Shares of Chell Merchant
Capital Group being held in escrow in connection with the purchase
of shares of eSupplies (Alberta) Ltd.
(5) Represents the vested portion of an option in Chell.com Ltd. held by
Mr. Killoran, for the purchase of the Company's shares which are
owned by Chell.com Ltd.
(6) The address for Mr. Rona is 2205-39 Old Mill Road, Toronto, Ontario,
Canada, M8X 1G6. Includes (a) 300,000 shares of Common Stock
issuable upon conversion of the 900,000 shares of Convertible
Preferred Stock held of record by Anor Management, Ltd. ("Anor"),
Mr. Rona is the President, sole director and sole shareholder of
Anor; (b) 30,000 common shares owned by Mr. Rona; and (c) 232,500
options to purchase Common Stock of the Company all of which have
vested.
(7) Represents the vested portion of an option in Chell.com Ltd. held by
Mr. Herman, for the purchase of the Company's shares which are owned
by Chell.com Ltd.
(8) Represents the vested portion of an option in Chell.com Ltd. held by
Mr. Bolink, for the purchase of the Company's shares which are owned
by Chell.com Ltd.
(9) Represents options, which have vested and are available for
exercise.
(10) Includes 3,000 Common Shares of the Company and 6,000 options, which
have vested and are available for exercise.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
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Set forth below is a description of certain transactions between the
Company and its directors, executive officers, beneficial owners of five percent
or more of the outstanding Common Stock, or member of the immediate family of
any of the foregoing persons, as well as certain business relationships between
the Company and its directors, which occurred or existed during the 2000 Fiscal
Year and subsequent thereto.
a) Cameron Chell is Chairman of the Board and a director in each of
Engyro and cDemo. Chell.com., a wholly owned subsidiary of Cameron
Chell, holds 120,000 warrants to purchase common shares of cDemo at
$5.00 per share and 85,000 warrants to purchase Class A Voting
Shares of eSupplies at $7.00 per share and 500,000 options at $7.00.
Chell.com holds 200,000 options to purchase shares of Engyro for
$5.00 and warrants for 97,500 shares at $5.00.
b) Frank Killoran is a director and shareholder of cDemo and he and
members of his immediate family hold 264,000 common shares in such
company. He holds an option from Chell.com to acquire 370,428 shares
of the Company, which are held by Chell.com, at a price of $1.00
(which may be adjusted up or downward based on certain
contingencies).
c) Gordon Herman is interim President of cDemo, a consultant to
eSupplies and receives compensation therefore. He holds an option in
Chell.com to acquire 498,354 shares of the Company, which are held
by Chell.com, at a price of $1.00 (which may be adjusted up or
downward based on certain contingencies).
d) David Bolink is a consultant to eSupplies and receives compensation
therefore. He holds an option in Chell.com to acquire 467,121 shares
of the Company, which are held by Chell.com, at a price of $1.00
(which may be adjusted up or downward based on certain
contingencies).Cameron Chell is the owner of various trademarks and
domain names which he has licensed to the Corporation, including
"Chell.com", "Chell Corporation" and "Chell Merchant Capital Group"
for $1 per year for as long as he remains a director of the
Corporation.
e) Pursuant to the Purchase and Sale Agreement between the Company,
Chell Merchant Capital Group, Cameron Chell and Chell.com Ltd.,
5,369,733 shares of the Company were issued and 1,928,268
Exchangeable Shares of Chell Merchant Capital Group were issued to
Cameron Chell and Chell.com Ltd. The shares of the Company that were
issued in exchange for shares of cMeRun are currently held in escrow
until such time as (i) cMeRun is current with its SEC filings
pursuant to the Securities Exchange Act of 1934, as amended; (ii)
The average closing price of cMeRun's stock is $11 for five
consecutive trading days and (iii) cMeRun is listed in good standing
on either the NASD Bulletin Board or the NASDAQ Small Cap or
National Stock Market. In addition, the 1,476,398 shares of the
Company's wholly-owned subsidiary, Chell Merchant Capital Group
Inc., that were issued in exchange for shares of eSupplies will be
held in escrow until at such time the Board of Directors of the
Company has reviewed a new business plan and made
36
a determination that the new course taken by eSupplies fits with the
Company's business model and provides similar value to the Company.
f) Escrow Agreement dated October 11, 2000 among Cameron Chell, the
Corporation, Chell Merchant Capital Group Inc. and Wolff Leia
Huckell (as escrow agent). The CMCG Exchangeable Shares may be
released from escrow after receiving written notice from the board
of directors of the Corporation that the new course of business
being taken by eSupplies including potential new acquisitions in the
e-business field, fits within the Corporation's business model and
provides significant value to the Corporation. If there is no such
notice from the board of directors of the Corporation prior to
October 12, 2001, the CMCG Exchangeable Shares shall be cancelled
and the shares of eSupplies held by the escrow agent will be
returned to Mr. Chell. Mr. Chell is major shareholder in eSupplies.
g) Consulting Agreement between Chell.com and eSupplies (Alberta) Ltd.
dated February 8, 2000 that was assigned to the Corporation as part
of the purchase of Chell.com assets effective August 31, 2000,
whereby the Company provides consulting services to eSupplies for a
period of 12 months for a fee of US$720,000. Cameron Chell is a
major shareholder of eSupplies.
h) Consulting Agreement between Chell.com and Buyersangel.com Inc. (now
known as cDemo, Inc.) dated January 21, 2000 that was assigned to
the Corporation as part of the purchase of Chell.com assets
effective August 31, 2000, whereby the Company provides consulting
services to cDemo for a period of 12 months for a fee of US$720,000.
Cameron Chell is the Chairman of the Board of cDemo. Mr. Killoran
and Mr. Herman are directors.
i) Consulting Agreement between Chell.com and R Home Funding Company
Ltd. (now known as Engyro, Inc.) dated January 17, 2000 that was
assigned to the Corporation as part of the purchase of Chell.com
assets effective August 31, 2000 whereby the Company provides
consulting services to Engyro for a period of 14 months, ending on
January 15, 2001, for a fee of US$720,000. Cameron Chell is the
Chairman of the Board of Engyro.
j) Consulting Agreement between Chell Group Corporation and Mainsborne
Communications International Inc. dated September 1, 2000 whereby
the Company provides consulting services for a term of 1 year for a
fee of US$25,000 per month. Mr. Stone is a director of Mainsborne
Communications International Inc.
k) Consulting Agreement between Chell.com Ltd. and cMeRun Corp. dated
November 15, 1999 that was assigned to the Corporation as part of
the purchase of Chell.com assets effective August 31