SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2002
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 0-25308
FIRST LOOK MEDIA, INC.
(Exact name of Registrant as Specified in Its Charter)
Delaware 13-3751702
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
8000 Sunset Blvd., East Penthouse, Los Angeles, CA 90046
(Address of principal executive offices) (zip code)
Registrant's Telephone Number, Including Area Code: (323) 337-1000
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 __
The number of shares of common stock outstanding as of May 15, 2002 was
11,909,139.
FIRST LOOK MEDIA, INC.
INDEX
Part I - Financial Information Page
Item 1. Financial Statements
Consolidated Balance Sheets - March 31, 2002 (unaudited) and December 31, 2001..................................3
Consolidated Statements of Operations (unaudited) for the three months ended
March 31, 2002 and March 31, 2001......................................................................4
Consolidated Statements of Cash Flows (unaudited) for the three months ended
March 31, 2002 and March 31, 2001......................................................................5
Notes to Consolidated Financial Statements (unaudited)..........................................................6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations............................8
Item 3. Quantitative and Qualitative Disclosures About Market Risk......................................................12
Part II - Other Information
Item 1. Legal Proceedings..............................................................................................13
Item 2. Changes in Securities and Use of Proceeds......................................................................13
Item 3. Defaults Upon Senior Securities................................................................................13
Item 4. Submission of Matters to a Vote of Security Holders............................................................13
Item 5. Other Information..............................................................................................13
Item 6. Exhibits and Reports on Form 8-K...............................................................................13
Signature.............................................................................................14
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
FIRST LOOK MEDIA, INC.
CONSOLIDATED BALANCE SHEETS
March 31, December 31,
2002 2001
---- ----
(Unaudited)
(in thousands)
ASSETS:
Cash and cash equivalents $ 478 $ 1,673
Accounts receivable, net of allowance for doubtful accounts of $1,345,000 and
$1,150,000 at March 31, 2002 and December 31, 2001, respectively 23,990 23,668
Film costs, net of accumulated amortization 18,901 18,304
Other assets 1,772 1,826
------------------ ------------------
Total assets $ 45,141 $ 45,471
================== ==================
LIABILITIES AND SHAREHOLDERS' EQUITY:
Accounts payable and accrued expenses $ 2,058 $ 1,777
Deferred revenue 673 810
Accrued interest payable 143 166
Payable to producers 21,437 21,987
Notes payable 15,500 14,680
------------------ ------------------
Total liabilities 39,811 39,420
------------------ ------------------
Shareholders' equity:
Preferred stock, $.001 par value, 10,000,000 shares authorized; no shares
issued or outstanding at March 31, 2002 and December 31, 2001 - -
Common stock, $.001 par value, 50,000,000 shares authorized; 11,954,139 and
11,658,848 shares issued; 11,909,139 and 11,613,848 shares outstanding
at March 31, 2002 and December 31, 2001, respectively 12 12
Additional paid in capital 30,479 30,674
Accumulated deficit (25,074) (24,548)
Treasury stock at cost, 45,000 shares (87) (87)
------------------ ------------------
Total shareholders' equity 5,330 6,051
------------------ ------------------
Total liabilities and shareholders' equity $ 45,141 $ 45,471
================== ==================
The accompanying notes are an integral part of these
consolidated financial statements.
3
FIRST LOOK MEDIA, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended March 31,
2002 2001
---- ----
(in thousands except per share amounts)
Revenues $ 6,781 $ 10,243
Expenses:
Film cost amortization 3,544 7,361
Distribution and marketing 1,652 892
General and administrative 1,856 1,657
---------------------- ---------------------
Total expenses 7,052 9,910
---------------------- ---------------------
(Loss) income from operations (271) 333
---------------------- ---------------------
Other income (expense):
Interest income 1 3
Interest expense (263) (257)
Other income 25 66
---------------------- ---------------------
Total other expense (237) (188)
---------------------- ---------------------
(Loss) income before income taxes (508) 145
Income tax provision 18 16
---------------------- ---------------------
Net (loss) income $ (526) $ 129
====================== =====================
Basic and diluted (loss) income per share $ (0.04) $ 0.01
====================== =====================
Weighted average number of common shares outstanding 11,876 9,804
====================== =====================
The accompanying notes are an integral part of these
consolidated financial statements.
4
FIRST LOOK MEDIA, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended March 31,
2002 2001
---- ----
(in thousands)
Cash flows from operating activities:
Net (loss) income $ (526) $ 129
Adjustments to reconcile net (loss) income to net
cash used in operating activities:
Film cost amortization 3,544 7,361
Additions to film costs (2,091) (632)
Payments to producers (2,600) (6,309)
Changes in operating assets and liabilities:
Accounts receivable (322) (1,487)
Other assets 54 1
Accounts payable and accrued expenses 258 (194)
Deferred revenue (137) 47
-------------------- ---------------------
Net cash used in operating activities (1,820) (1,084)
-------------------- ---------------------
Cash flows from financing activities:
Net borrowings under credit facility 1,000 500
Net pay down of subordinated note payable (180) (75)
Equity financing costs (195) -
-------------------- ---------------------
Net cash provided by financing activities 625 425
-------------------- ---------------------
Net decrease in cash and cash equivalents (1,195) (659)
Cash and cash equivalents at beginning of period 1,673 832
-------------------- ---------------------
Cash and cash equivalents at end of period $ 478 $ 173
==================== =====================
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest $ 302 $ 433
==================== =====================
Income taxes $ 10 $ 6
==================== =====================
Foreign withholding taxes $ 8 $ 10
==================== =====================
The accompanying notes are an integral part of these
consolidated financial statements.
5
FIRST LOOK MEDIA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. General
The accompanying unaudited consolidated financial statements of First
Look Media, Inc. (the "Company") have been prepared in accordance with
generally accepted accounting principles for interim financial
information and with the instructions to Rule 10-01 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments
(consisting only of normal recurring adjustments) considered necessary
for a fair presentation have been reflected in these consolidated
financial statements. Operating results for the three months ended
March 31, 2002 are not necessarily indicative of the results that may
be expected for the year ending December 31, 2002. Certain
reclassifications have been made in the 2001 consolidated financial
statements to conform to the 2002 presentation. For further
information, refer to the consolidated financial statements and
footnotes thereto included in the Company's Annual Report on Form 10-K
for the year ended December 31, 2001.
For the two years ended December 31, 2001, the Company had operating
losses of $8,634,000 and its operating activities used $11,556,000 of
cash. During the first quarter of 2002, operating losses totaled
$271,000 and net cash used in operating activities totaled $1,820,000.
As of March 31, 2002, the Company had cash and cash equivalents of
$478,000 and, based on its calculations, approximately $3,676,000
available for borrowing under its Chase Credit Facility. In
management's opinion, existing cash and available borrowings, totaling
approximately $4,154,000, along with future cash anticipated to be
generated from operations, will provide the Company with sufficient
resources to fund operations and execute its current business plan
through at least April 1, 2003. If the Company is not successful in
generating sufficient future cash flow from operations in accordance
with its current business plan, raising additional capital through
public or private financings, strategic relationships or other
arrangements will be necessary. This additional funding, if needed,
might not be available on acceptable terms, or at all. Failure to raise
sufficient capital, if and when needed, could have a material adverse
effect on the business, results of operations and financial condition
of the Company.
Film costs consist of the following:
March 31, 2002 December 31, 2001
-------------- -----------------
(in thousands)
Films in release net of accumulated amortization $ 16,338 $ 13,167
Films not yet available for release 2,563 5,137
-------------------- ------------------------
$ 18,901 $ 18,304
==================== ========================
6
2. Segment Information
The Company manages its business in two operating segments: Motion
Picture Distribution and Television Commercial Production. The segments
were determined based upon the types of products and services provided
and sold by each segment.
The Motion Picture Distribution segment licenses, distributes, sells
and otherwise exploits distribution rights to motion pictures.
Activities include direct theatrical, video and DVD distribution in the
U.S. as well as licensing of rights to other theatrical, video and DVD
distributors and to pay, basic and free television broadcasters
throughout the world. The Television Commercial Production segment
produces commercials for manufacturers and service providers who use
the commercial to promote their products and services. There have been
no inter-segment transactions during the reported period. The Company
evaluates performance based on income or loss from operations before
interest expense and taxes.
Financial information by operating segment is set forth below:
Three Months Ended and as of March 31, 2002 Three Months Ended and as of March 31, 2001
------------------------------------------- -------------------------------------------
Television Television
Motion Commercial Motion Commercial
Pictures Production Totals Pictures Production Totals
------------- --------------- ------------- ------------- -------------- --------------
(in thousands) (in thousands)
Revenues from external customers $ 6,171 $ 610 $ 6,781 $ 10,243 $ - $ 10,243
(Loss) income from operations
before interest, taxes and other
income $ (287) $ 16 $ (271) $ 333 $ - $ 333
Total assets $ 44,656 $ 485 $ 45,141 $ 42,879 $ - $ 42,879
3. Off Balance Sheet Commitments
As of March 31, 2002, the Company was committed to pay minimum
guarantees of approximately $3,898,000 contingent upon delivery of
certain films to the Company.
Additionally, the Company has entered into certain arrangements with
German film financing partnerships whereby the Company has guaranteed
that within three years from the commencement of principal photography
of the related film, the licensing and distribution proceeds, net of
the Company's fees and expenses, will be no less than sixty to eighty
percent (depending upon the specific arrangement) of the amount funded
toward the production cost of the related film. These commitments are
not recorded as liabilities unless and until management expects that
proceeds from the licensing and distribution of the related film, net
of the Company's fees and expenses, will be insufficient to cover the
guarantee within the agreed upon period for the particular film. As of
March 31, 2002, the Company had three such commitments outstanding,
whereby the total amount committed was $10,524,000 and the expected
uncovered portion of these commitments (amounts not covered by
licensing agreements or pending licensing agreements with minimum
guaranteed payments due to the Company), was approximately $4,467,000.
The commitments become due, if at all, between September 2003 and
September 2004. Management currently believes that none of these
guarantees will be called upon because the existing and projected
licensing and distribution proceeds of each film are expected to be
sufficient to fully cover each commitment.
4. Subsequent Event
On May 20, 2002, the Company entered into a Securities Purchase
Agreement with Seven Hills Pictures, LLC, which provides for Seven
Hills to invest $6,050,000 in exchange for shares of common stock and
warrants to be issued on closing. Seven Hills also will provide an
additional $2,000,000 in subordinated debt to the Company, repayable in
seven years, which will be used solely to fund a joint venture between
Seven Hills and First Look to provide marketing and distribution funds
for the theatrical release of motion pictures selected by either Seven
Hills or the Company. This transaction is subject to certain customary
closing conditions.
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Forward-Looking Statements
When used in this Form 10-Q and in future filings by our company with
the Securities and Exchange Commission, the words or phrases "will likely
result," "management expects" or "we expect," "will continue," "is anticipated,"
"estimated" or similar expressions are intended to identify "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Readers are cautioned not to place undue reliance on any such
forward-looking statements, each of which speak only as of the date made. Such
statements are subject to certain risks and uncertainties that could cause
actual results to differ materially from historical earnings and those presently
anticipated or projected. These risks are included in "Item 1: Business," "Item
6: Management's Discussion and Analysis of Financial Condition and Results of
Operations" and in Exhibit 99: Risk Factors" included in our Form 10-K for the
year ended December 31, 2001. We have no obligation to publicly release the
result of any revisions which may be made to any forward-looking statements to
reflect anticipated or unanticipated events or circumstances occurring after the
date of such statements.
General
The operations of the company were established as a private company in
February 1980 under the name Overseas Filmgroup, Inc. We were formed in December
1993 under the name "Entertainment/Media Acquisition Corporation" for the
purpose of acquiring an operating business in the entertainment and media
industry. We acquired the operations of Overseas Filmgroup, Inc. through a
merger in October 1996 and we were the surviving corporation in the merger.
Immediately following the merger, we changed our name to "Overseas Filmgroup,
Inc." and succeeded to the operations of the private company. In January 2001,
we changed our name to "First Look Media, Inc." in order to reflect the
broadening of our operations beyond foreign distribution of independently
produced feature films to additional areas such as theatrical and video
distribution in the United States, as well as television commercial production.
Today, we are principally involved in the acquisition and worldwide
license or sale of distribution rights to independently produced motion
pictures. We directly distribute certain motion pictures in the domestic
theatrical market under the name "First Look Pictures" and in the domestic video
market under the name "First Look Home Entertainment." Additionally, we have
established a television commercial production operation which operates under
the name "First Look Artists."
Results of Operations
Three Months Ended March 31, 2002 Compared to Three Months Ended March 31, 2001
Revenues decreased by $3,462,000 (33.8%) to $6,781,000 for the three
months ended March 31, 2002 from $10,243,000 for the three months ended March
31, 2001. The decrease was primarily due to decreased revenue from the licensing
of films ($4,088,000 for the three months ended March 31, 2002 compared to
$7,982,000 for the three months ended March 31, 2001), decreased airline
revenues ($137,000 for the three months ended March 31, 2002 compared to
$697,000 for the three months ended March 31, 2001) and decreased executive
producer fees (no revenue for the three months ended March 31, 2002 compared to
$574,000 for the three months ended March 31, 2001). These decreases were
partially offset by increased revenue from the direct distribution of motion
pictures in the U.S. video market ($1,513,000 for the three months ended March
31, 2002 compared to $601,000 for the three months ended March 31, 2001) and
increased revenue from the production of television commercials ($610,000 for
the three months ended March 31, 2002 compared to no revenue for the three
months ended March 31, 2001).
Film costs as a percentage of revenues decreased to 52.3% for the three
months ended March 31, 2002 compared to 71.9% for the three months ended March
31, 2001. Film costs include amortization of capitalized production and
acquisition costs as well as current period participation cost accruals. This
decrease was primarily due to lower participation expense on films licensed in
the three months ended March 31, 2002 compared to the three months ended March
31, 2001.
8
Distribution and marketing expenses increased by $760,000 (85.2%) to
$1,652,000 for the three months ended March 31, 2002 from $892,000 for the three
months ended March 31, 2001. Distribution and marketing expenses as a percentage
of revenues increased to 24.4% for the three months ended March 31, 2002
compared to 8.7% for the three months ended March 31, 2001. This increase was
primarily due to increased marketing and distribution costs related to the
direct distribution of video and DVD in the U.S. ($496,000 for the three months
ended March 31, 2002 compared to $115,000 for the three months ended March 31,
2001). In accordance with the accounting standards established pursuant to SoP
00-2, we expense all distribution and marketing expenses as incurred.
General and administrative expenses, net of amounts capitalized to film
costs, increased by $199,000 (12.0%) to $1,856,000 for the three months ended
March 31, 2002 from $1,657,000 for the three months ended March 31, 2001. We
capitalize some of our overhead costs incurred in connection with our production
activities related to a motion picture by adding these costs to the capitalized
film costs of the motion picture. The increase in general and administrative
expenses was primarily as a result of increases in:
o bad debt expense and reserves of $261,000;
o consulting fees and contract labor of $54,000;
o office supplies of $26,000;
o rent of $58,000; and
o salaries of $28,000.
These increases were partially offset by decreases in:
o legal fees of $74,000;
o employee benefits of $17,000;
o parking expense of $14,000;
o publicity costs of $30,000; and
o increased capitalized overhead of $93,000.
Net other expense was $237,000 for the quarter ended March 31, 2002
compared to $188,000 for the quarter ended March 31, 2001. The increase was
primarily due to decreased miscellaneous income of $50,000 for the three months
ended March 31, 2002 compared to the three months ended March 31, 2001.
As a result of the above, we had a net loss of $526,000 for the quarter
ended March 31, 2002 (reflecting foreign withholding taxes and state taxes of
$18,000), compared to net income of $129,000 (reflecting foreign withholding
taxes and state taxes of $16,000) for the quarter ended March 31, 2001.
Liquidity and Capital Resources
We require substantial capital for the acquisition of film rights, the
funding of distribution costs and expenses, the payment of ongoing overhead
costs and the repayment of debt. The principal sources of funds for our
operations have been cash flow from operations, bank borrowings and equity
financings.
9
JP Morgan (or "Chase") Facility
In June 2000, we entered into a $40 million credit facility with JP
Morgan Chase Bank (formerly known as The Chase Manhattan Bank) and other
commercial banks and financial institutions. A portion of the proceeds from this
credit facility was used to refinance outstanding loans and accrued interest
under our previous credit facility with Coutts & Co. and Bankgesellschaft Berlin
A.G. The remaining proceeds are available to finance our production,
acquisition, distribution and exploitation of feature length motion pictures,
television programming, video product and rights and for working capital and
general corporate purposes, including our expansion into television commercial
production.
Under the Chase facility, we borrow funds through loans evidenced by
promissory notes. The loans are made available through a revolving line of
credit which may be reduced, partially or in whole, at any time and is to be
fully paid on June 20, 2005. The Chase facility also provides for letters of
credit to be issued from time to time upon our request. Amounts available for
drawing (referred to as the "borrowing base") under the Chase facility are
calculated each month, and cannot exceed the $40 million commitment. The main
components of the borrowing base include a library credit (50% of the value of
our film library, based upon a third party valuation of future cash flows,
which, under the terms of the credit agreement, is required to be updated every
twelve months) and an accounts receivable credit (85% of net accounts receivable
which are acceptable to Chase). At March 31, 2002, we had borrowed an aggregate
of $15,500,000 under the Chase facility and an additional $3,676,000 was
available to borrow based upon borrowing base calculations provided to Chase.
The amounts drawn down under the Chase facility bear interest, as we
may select, at rates based on either LIBOR plus 2% or a rate per annum equal to
the greater of (a) the Prime Rate plus 1%, (b) the Base CD Rate plus 2% and (c)
the Federal Funds Effective Rate plus 1.5% (as these terms are defined in the
credit agreement). In addition to an annual management fee of $125,000, we pay a
commitment fee on the daily average unused portion of the Chase facility at an
annual rate of 0.5%. Upon entering the Chase facility, we were required to pay a
one-time fee of approximately $848,000 as a cost of acquiring the Chase
facility. Additionally, in 2001 we added one lender (increasing total
commitments to $40,000,000 from $33,000,000) and paid an additional fee of
$42,000. The Chase facility also restricts the creation or incurrence of
indebtedness of additional securities. The Chase facility is collateralized by
all of our tangible and intangible assets and future revenues.
Other Loans
In addition to the amounts outstanding under the Chase facility, during
1998 we borrowed $2,000,000 from another lender, which we used to acquire rights
to a particular film. This subordinated note bore interest at the Prime Rate
plus 1.5% and was collateralized by amounts due under distribution agreements
from the specific film. We repaid the outstanding balance of the loan in March
2002.
Off Balance Sheet Commitments
In addition to direct bank borrowings, we sometimes enter into
contractual arrangements whereby we commit to pay certain amounts for the
acquisition of distribution rights of a film at a date in the future. These
contractual commitments are sometimes used by producers or other rights owners
to access production financing with respect to the given film. These commitments
are generally subject to certain conditions being met by the rights owner,
including delivery by the rights owner to us of certain physical materials, as
well as legal documents relating to the film which will enable us to properly
exploit the rights we are acquiring. Once these conditions are met, we become
obligated under our contract to pay the amounts called for in the given
contract. We treat these types of commitments as liabilities, includable in our
balance sheet only upon satisfaction of the conditions to our obligation and
disclose these obligations as commitments. As of March 31, 2002, these
outstanding commitments totaled $3,898,000.
10
Additionally, we have entered into certain arrangements with German
film financing partnerships whereby we have guaranteed that within three years
from the commencement of principal photography of the related film, the
licensing and distribution proceeds, net of our fees and expenses, will be no
less than sixty to eighty percent (depending upon the specific arrangement) of
the amount funded toward the production cost of the related film. These
commitments are not recorded as liabilities unless and until management expects
that proceeds from the licensing and distribution of the related film, net of
our fees and expenses, will be insufficient to cover the guarantee within the
agreed upon period for the particular film. As of March 31, 2002, we had three
such commitments outstanding, whereby the total amount committed was $10,524,000
and the expected uncovered portion of these commitments (amounts not covered by
licensing agreements or pending licensing agreements with minimum guaranteed
payments due to us), was approximately $4,467,000. The commitments become due,
if at all, between September 2003 and September 2004. We currently believe that
none of our guarantees will be called upon because the existing and projected
licensing and distribution proceeds of each film are expected to be sufficient
to fully cover each commitment.
Resources
For the two years ended December 31, 2001, we had operating losses of
$8,634,000 and our operating activities used $11,556,000 of cash. During the
first quarter of 2002, operating losses totaled $271,000 and net cash used in
operating activities totaled $1,820,000. As of March 31, 2002, we had cash and
cash equivalents of $478,000 (compared to $1,673,000 as of December 31, 2001)
and, based on our calculations, approximately $3,676,000 available for borrowing
under our Chase facility. In management's opinion, existing cash and available
borrowings, totaling approximately $4,154,000, along with future cash
anticipated to be generated from operations, will provide us with sufficient
resources to fund operations and execute our current business plan through at
least April 1, 2003. If we are not successful in generating sufficient future
cash flow from operations in accordance with our current business plan, raising
additional capital through public or private financings, strategic relationships
or other arrangements will be necessary. This additional funding, if needed,
might not be available on acceptable terms, or at all. Failure to raise
sufficient capital, if and when needed, could have a material adverse effect on
our business, results of operations and financial condition.
On May 20, 2002, we entered into a Securities Purchase Agreement with
Seven Hills Pictures, LLC, pursuant to which we agreed to sell to Seven Hills
2,630,434 shares of our common stock and five-year warrants to purchase up to
1,172,422 shares of our common stock at an exercise price of $3.40 per share for
a cash purchase price of $6,050,000. Seven Hills also will provide an additional
$2,000,000 in subordinated debt to us, repayable in seven years, which will be
used solely to fund a joint venture between us and Seven Hills to provide
marketing and distribution funds for the theatrical release of motion pictures
selected by either Seven Hills or us. Seven Hills also will fund its portion of
the joint venture company with $2,000,000 in cash. Seven Hills will own
approximately 18% of our voting securities after consummation of this
transaction. The transaction is expected to be consummated in the second quarter
of 2002 after the satisfaction of customary closing conditions. No assurance can
be given that this transaction will be consummated.
11
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risk related to changes in interest rates. We
do not use derivative financial instruments. Because only a small portion of our
revenues is denominated in foreign currency, we do not believe there is a
significant risk imposed on us due to the fluctuations in foreign currency
exchange rates. The table below provides information about our debt obligations
as of March 31, 2002, including principal cash flows and related weighted
average interest rates by expected maturity dates:
Expected Maturity Date
----------------------
(in thousands)
2003 2004 2005 Thereafter
---- ---- ---- ----------
Borrowing under Chase facility - - $15,500 -
Average interest rate 3.9% 3.9% 3.9% -
12
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are engaged in legal proceedings incidental to our normal business
activities. In the opinion of management, none of these proceedings are material
in relation to our financial position.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
During the three months ended March 31, 2002, we did not make any sales
of unregistered securities.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
None.
(b) Reports on Form 8-K
None
13
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
May 20, 2002
FIRST LOOK MEDIA, INC.
By: /s/ William F. Lischak
------------------------------
William F. Lischak
Chief Financial Officer, Chief
Operating Officer and
Secretary
14