<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] Quarterly Report Under Section 13 or 15(d) of the
Securities Exchange Act of 1934.
For the quarterly period ended June 30, 1998
Commission File No. 0-27994
---------
The Publishing Company of North America, Inc.
(Exact name of small business issuer as specified in its charter)
Florida 59-3203301
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
186 P.C.N.A. Parkway
Lake Helen, FL 32744
904-228-1000
(Address and telephone number
of principal executive offices)
Indicate by check mark whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days:
X Yes No
--- ---
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:
<TABLE>
<CAPTION>
Class Outstanding at June 30, 1998
----- ----------------------------
<S> <C>
Common Stock: no par value 4,048,600
</TABLE>
Transitional Small Business Disclosure Format (check one): Yes X No
--- ---
<PAGE>
The Publishing Company of North America, Inc.
Form 10-QSB - June 30, 1998
INDEX
<TABLE>
<CAPTION>
Page
----
<S> <C>
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements
Consolidated Balance Sheets
as of June 30, 1998 (unaudited) and December 31, 1997 3
Consolidated Statements of Operations
for the three and six months ended June 30, 1998 and 1997 (unaudited) 4
Consolidated Statements of Cash Flows
for the six months ended June 30, 1998 and 1997 (unaudited) 5 - 6
Notes to unaudited interim financial statements 7 - 9
ITEM 2. Management's Discussion and Analysis of Interim Financial
Condition and Results of Operations 10 - 13
PART II - OTHER INFORMATION
ITEM 4. Submission of Matters to a Vote of Securities Holders 14
ITEM 5. Other Information 14
ITEM 6. Exhibits and Reports on Form 8-K 14
Exhibit 27 - Financial data schedule
</TABLE>
2
<PAGE>
The Publishing Company of North America, Inc.
Form 10-QSB - June 30, 1998
Consolidated Balance Sheets
<TABLE>
<CAPTION>
June 30, December 31,
1998 1997
---------------------------------------
(Unaudited)
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $2,379,261 $1,710,304
Available-for-sale securities 585,953 1,007,050
Accounts receivable, less allowance for doubtful
accounts of $223,540 at June 30, 1998
and $414,693 at December 31, 1997 401,363 1,308,884
Directories in progress 306,421 463,414
Other current assets 114,377 65,010
-----------------------------------------
Total current assets 3,787,375 4,554,662
Property and equipment, net 1,381,297 1,481,549
Goodwill, net --- 1,898,680
Investment in College Directory Publishing Corporation 200,000 ---
Other assets 312,199 116,786
-----------------------------------------
Total assets $5,680,871 $8,051,677
-----------------------------------------
-----------------------------------------
Liabilities and shareholders' equity
Current liabilities:
Accounts payable $289,352 $1,013,787
Accrued expenses 208,941 552,529
Income taxes payable --- 50,000
Deferred revenue 754,553 894,109
Capitalized leases --- 5,358
Mortgage payable 53,333 53,333
-----------------------------------------
Total current liabilities 1,306,179 2,569,116
Capitalized leases payable after one year --- 10,717
Mortgage payable after one year 666,667 693,333
-----------------------------------------
Total liabilities 1,972,846 3,273,166
Shareholders' equity:
Common shares, no par value:
15,000,000 shares authorized; 4,048,600 shares issued and outstanding
at June 30, 1998; 4,869,900 shares
issued and outstanding at December 31, 1997 5,834,698 5,834,698
Treasury stock, at cost (421,667) ---
Unrealized gain (loss) on available-for-sale securities 2,179 (3,033)
Accumulated deficit (1,696,143) (1,037,737)
Unearned compensation, net (11,042) (15,417)
-----------------------------------------
Total shareholders' equity 3,708,025 4,778,511
-----------------------------------------
Total liabilities and shareholders' equity $5,680,871 $8,051,677
-----------------------------------------
-----------------------------------------
</TABLE>
See accompanying notes.
3
<PAGE>
The Publishing Company of North America, Inc.
Form 10-QSB - June 30, 1998
Consolidated Statements of Operations
(unaudited)
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, June 30, June 30, June 30,
1998 1997 1998 1997
-------------------------------------- ------------------------------------
<S> <C> <C> <C> <C>
Net sales $1,738,179 $1,624,397 $3,695,912 $3,058,093
Costs and expenses:
Production 407,200 422,894 853,961 787,983
Marketing and selling 1,001,798 681,741 2,066,941 1,172,843
Depreciation 44,305 33,921 89,785 67,721
Amortization 25,072 6,725 55,974 13,982
General and administrative 468,909 502,773 1,069,241 1,046,635
--------------------------------------- ------------------------------------
1,947,284 1,648,054 4,135,902 3,089,164
--------------------------------------- ------------------------------------
Loss from operations (209,105) (23,657) (439,990) (31,071)
Interest income, net of expense 13,152 50,387 5,186 60,840
Loss from sale of subsidiary (223,602) --- (223,602) ---
--------------------------------------- ------------------------------------
Net income (loss) ($419,555) $26,730 ($658,406) 29,769
--------------------------------------- ------------------------------------
--------------------------------------- ------------------------------------
Net income (loss) per common share
Basic ($0.09) $0.01 ($0.14) $0.01
--------------------------------------- ------------------------------------
--------------------------------------- ------------------------------------
Diluted ($0.09) $0.01 ($0.14) $0.01
--------------------------------------- ------------------------------------
--------------------------------------- ------------------------------------
Shares used in computing net income (loss) per share
Basic 4,707,012 4,121,274 4,785,339 4,120,020
--------------------------------------- ------------------------------------
--------------------------------------- ------------------------------------
Diluted 4,707,012 4,129,184 4,785,339 4,130,912
--------------------------------------- ------------------------------------
--------------------------------------- ------------------------------------
</TABLE>
See accompanying notes.
4
<PAGE>
The Publishing Company of North America, Inc.
Form 10-QSB - June 30, 1998
Statements of Cash Flows
(unaudited)
<TABLE>
<CAPTION>
Six months ended
June 30, June 30,
1998 1997
-------------------------------------
<S> <C> <C>
Cash flows from operating activities
Net income (loss) ($658,406) $29,769
Adjustments to reconcile net income (loss) to net cash
used in operating activities:
Depreciation and amortization 145,760 81,703
Accretion of unearned compensation 4,375 9,083
Bad debt expense 206,574 354,001
Exchange of advertising for machinery & equipment (2,100) (6,586)
Gain on sale of securities (17,744) (22,651)
Loss from sale of CDP 223,602 ---
Changes in assets and liabilities, net of sale of CDP:
(Increase) decrease in accounts receivable 434,994 (512,837)
Increase in directories in progress (611,329) (72,955)
Increase in other assets (162,447) (152,199)
Increase (decrease) in accounts payable (650,738) 34,518
Increase (decrease) in accrued expenses (122,954) 14,207
Increase in deferred revenue 553,530 81,970
--------------------------------------
Net cash used in operating activities (656,883) (161,977)
Cash flows from investing activities
Sale of CDP, net of cash balance 1,069,294 ---
Sale of securities available-for-sale 444,000 1,000,000
Purchases of U.S. Treasury securities --- (399,781)
Purchases of property, plant and equipment (66,427) (85,172)
--------------------------------------
Net cash provided by investing activities 1,446,867 515,047
Cash flows from financing activities
Compensation issued as shares of common stock --- 15,133
Repayment of mortgage principal (26,667) (26,667)
Repayment of capitalized leases (2,187) ---
Contingent consideration paid relating to acquisition of CDP (14,256) ---
Purchase of treasury stock (77,917) ---
--------------------------------------
Net cash used in financing activities (121,027) (11,534)
Net increase in cash and cash equivalents 668,957 341,536
Cash and cash equivalents at beginning of period 1,710,304 1,760,831
--------------------------------------
Cash and cash equivalents at end of period $2,379,261 $2,102,367
--------------------------------------
--------------------------------------
</TABLE>
5
<PAGE>
The Publishing Company of North America, Inc.
Form 10-QSB - June 30, 1998
Statements of Cash Flows (continued)
(unaudited)
<TABLE>
<CAPTION>
Six months ended
June 30, June 30,
1998 1997
--------------------------------------
<S> <C> <C>
Supplemental cash flow information
Interest paid $30,213 $32,869
--------------------------------------
--------------------------------------
Exchange of advertising for supplies $4,076 $8,452
--------------------------------------
--------------------------------------
Non-cash items received from sale of CDP $643,750 ---
--------------------------------------
--------------------------------------
</TABLE>
See accompanying notes.
6
<PAGE>
The Publishing Company of North America, Inc.
Form 10-QSB - June 30, 1998
NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of The Publishing
Company of North America, Inc. and subsidiary (the "Company") have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB and Item 310(b)
of Regulation S-B. Accordingly, they do not include all the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included in the accompanying unaudited consolidated financial statements.
The results of operations of any interim period are not necessarily indicative
of the results of operations for the fiscal year.
2. CONSOLIDATION
The consolidated financial statements include the accounts of the Company's bar
and medical association directory publishing division ("PCNA") and its
wholly-owned subsidiary, College Directory Publishing, Inc. ("CDP") since the
acquisition of CDP on July 3, 1997 and until its sale on June 10, 1998 (see Note
11). Intercompany transactions have been eliminated in consolidation.
3. CASH AND CASH EQUIVALENTS
The Company considers all highly-liquid investments with a maturity of three
months or less when purchased to be cash equivalents.
4. AVAILABLE-FOR-SALE SECURITIES
Available-for-sale securities are carried at fair value, with the unrealized
gains and losses reported in a separate component of shareholders' equity. Fair
value is determined by readily available market quotations. Realized gains and
losses and declines in value judged to be other-than-temporary are included in
investment income. The cost of securities sold is based on the specific
identification method. Interest and dividends are included in investment income.
5. ACCOUNTS RECEIVABLE
Accounts receivable are comprised primarily of amounts due from advertisers in
the bar association and campus directories. The Company's allowance for doubtful
accounts is estimated by management as a percentage of sales. Prior to December
31, 1997, amounts outstanding more than six months but less than one year were
included as accounts receivable but fully provided for in the allowance for
doubtful accounts. At December 31, 1997 and thereafter all amounts outstanding
in excess of six months are written off.
7
<PAGE>
The Publishing Company of North America, Inc.
Form 10-QSB - June 30, 1998
NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
6. REVENUE RECOGNITION
Revenues and related costs are recorded by the Company upon shipment of
directories. Costs accumulated under directories in progress are stated at
estimated costs, not in excess of estimated realizable value. Deferred revenue
represents amounts received from advertisers prior to shipment of the related
directories.
7. GOODWILL
Goodwill resulting from the acquisition of CDP was amortized using the
straight-line method over twenty years until the sale of CDP on June 10, 1998.
(See Note 11.)
8. EARNINGS PER SHARE
In 1997, the Financial Accounting Standards Board issued SFAS No. 128, Earnings
Per Share. SFAS 128 replaced the calculation of primary and fully diluted
earnings per share with basic and diluted earnings per share. Unlike primary
earnings per share, basic earnings per share excludes any dilutive effects of
options. Diluted earnings per share is very similar to the previously reported
fully diluted earnings per share. Earnings per share amounts for 1997 have been
restated to conform to the Statement 128 requirements. The following table sets
forth the computation of basic and diluted earnings per share:
<TABLE>
<CAPTION>
Three months ended June 30, Six months ended June 30,
1998 1997 1998 1997
----------------------------- -----------------------------
<S> <C> <C> <C> <C>
Numerator:
Net income (loss) from continuing operations ($419,555) $26,730 ($658,406) $29,769
----------------------------- -----------------------------
Numerator for basic earnings per share - income
(loss) available to common shareholders (419,555) 26,730 (658,406) 29,769
Effect of dilutive securities --- --- --- ---
----------------------------- -----------------------------
Numerator for diluted earnings per share -
income (loss) available to common
shareholders after assumed conversions (419,555) 26,730 (658,406) 29,769
Denominator:
Denominator for basic earnings per share -
weighted-average shares 4,707,012 4,121,274 4,785,339 4,120,020
Effect of dilutive securities - stock options --- 7,910 --- 10,892
----------------------------- -----------------------------
Denominator for diluted earnings per share -
Adjusted weighted-average shares and
assumed conversions 4,707,012 4,129,184 4,785,339 4,130,912
Basic earnings per share ($0.09) $0.01 ($0.14) $0.01
----------------------------- -----------------------------
----------------------------- -----------------------------
Diluted earnings per share ($0.09) $0.01 ($0.14) $0.01
----------------------------- -----------------------------
----------------------------- -----------------------------
</TABLE>
8
<PAGE>
The Publishing Company of North America, Inc.
Form 10-QSB - June 30, 1998
NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
8. EARNINGS PER SHARE (continued)
In computing diluted EPS for 1998, options for 228,000 common shares were
excluded from the diluted earnings per share computation because their effects
would have been antidilutive.
9. STOCK-BASED COMPENSATION
The Company follows Statement of Financial Accounting Standards (SFAS) No. 123,
Accounting and Disclosure of Stock-Based Compensation. SFAS No. 123 allows
companies to continue to measure compensation cost for stock-based employee
compensation plans using the intrinsic value method of accounting as prescribed
in Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued
to Employees and related interpretations. The Company has elected to continue
its APB Opinion No. 25 accounting treatment for stock-based compensation, and
has adopted the provisions of SFAS No. 123 requiring disclosure of the proforma
effect on net earnings and earnings per share as if compensation cost had been
recognized based upon the estimated fair value at the date of grant for options
awarded. Such proforma disclosures are not required in interim financial
statements.
10. USE OF ESTIMATES
The preparation of consolidated financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
11. ACQUISITION AND SALE OF COLLEGE DIRECTORY PUBLISHING, INC.
On July 3, 1997, the Company, through a wholly-owned subsidiary, acquired 100%
of the outstanding capital stock of CDP. The acquisition was accounted for under
the purchase method of accounting, and accordingly, the results of operations
have been included in the Company's consolidated statements of operations since
the date of acquisition. The purchase price was allocated to assets acquired and
liabilities assumed based on fair market value at the date of acquisition. This
resulted in an excess of purchase price over net assets acquired of $1,947,282
which was amortized on a straight line basis over 20 years until the sale of CDP
on June 10, 1998, at which time $91,935 of goodwill had been amortized.
On June 10, 1998, the Company sold 100% of CDP to a group headed by the
executive management of CDP in exchange for (i) $1,400,000 (including $1,100,000
in loans made to CDP by the Company; (ii) a $100,000 note from the corporation
acquiring CDP (the "Acquiror" or "College Directory Publishing Corporation") due
upon the earlier of December 15, 1999 or completion of the Acquiror's initial
public offering ("IPO"); $200,000 in preferred stock of the Acquiror convertible
into $1,000,000 of common stock upon completion of an IPO by the Acquiror; and
(iv) 750,000 shares of the Company's common stock that it issued when it
acquired CDP in July 1997. The Company posted a loss of $223,602 as a result of
the sale transaction; which loss could be attributed primarily to the decline in
value of the Company shares issued in the acquisition and returned in the sale.
The value attributed to the shares at the time of the acquisition (excluding
those considered contingent consideration) was $687,500; these same shares were
valued at $343,750 when returned to the Company upon the sale.
9
<PAGE>
The Publishing Company of North America, Inc.
Form 10-QSB - June 30, 1998
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF INTERIM FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Results of Operations
The following tables set forth the Company's results of operations for the
three and six months ended June 30, 1998 and 1997, showing the results of PCNA
and CDP separately and on a consolidated basis (1997 results are for PCNA only
because CDP was acquired on July 3, 1997):
<TABLE>
<CAPTION>
Three months ended Three months ended
June 30, 1998 June 30, 1998 June 30, 1997
PCNA CDP Consolidated PCNA
---------------------------------- --------------------------------------------
<S> <C> <C> <C> <C>
Net sales $1,738,179 --- $1,738,179 $1,624,397
Costs and expenses:
Production 407,200 --- 407,200 422,894
Marketing and selling 908,539 $93,259 1,001,798 681,741
Depreciation 38,667 5,638 44,305 33,921
Amortization 25,072 --- 25,072 6,725
General and administrative 347,135 121,774 468,909 502,773
---------------------------------- --------------------------------------------
1,726,613 220,671 1,947,284 1,648,054
---------------------------------- --------------------------------------------
Income (loss) from operations 11,566 (220,671) (209,105) (23,657)
Interest income (expense), net 32,913 (19,761) 13,152 50,387
Loss from sale of subsidiary (223,602) --- (223,602) ---
---------------------------------- --------------------------------------------
Net income (loss) ($179,123) ($240,432) ($419,555) $26,730
Six months ended Six months ended
June 30, 1998 June 30, 1998 June 30, 1997
PCNA CDP Consolidated PCNA
---------------------------------- --------------------------------------------
Net sales $3,695,912 --- $3,695,912 $3,058,093
Costs and expenses:
Production 853,961 --- 853,961 787,983
Marketing and selling 1,908,714 $158,227 2,066,941 1,172,843
Depreciation 78,886 10,899 89,785 67,721
Amortization 55,974 --- 55,974 13,982
General and administrative 833,674 235,567 1,069,241 1,046,635
---------------------------------- --------------------------------------------
3,731,209 404,693 4,135,902 3,089,164
---------------------------------- --------------------------------------------
Loss from operations (35,297) (404,693) (439,990) (31,071)
Interest income (expense), net 37,869 (32,683) 5,186 60,840
Loss from sale of subsidiary (223,602) --- (223,602) ---
---------------------------------- --------------------------------------------
Net income (loss) ($221,030) ($437,376) ($658,406) $29,769
</TABLE>
10
<PAGE>
The Publishing Company of North America, Inc.
Form 10-QSB - June 30, 1998
Results of Operations (continued)
PCNA's revenues increased 7% for the quarter ended June 30, 1998 from the
same period a year earlier; it increased 21% for the six months then-ended from
the same period a year earlier. CDP posted no revenues in the first two quarters
of 1998. As is evident in the tables above, CDP's results of operations and its
sale on June 10, 1998 (see Note 11 to the Unaudited Interim Financial
Statements) had a very significant negative impact on the Company's consolidated
operations. CDP's loss of $437,000 for the first half of 1998 was expected due
to the seasonality of its business. The loss of $224,000 resulting from the sale
of CDP could be attributed primarily to the decrease of $343,750 in the value of
the stock which was issued in the acquisition and then returned to the Company
in the sale.
Excluding CDP's loss and the loss from the sale of CDP, the Company posted
income from operations for the most recent quarter of $11,566. Again excluding
the effect of CDP's losses and the loss from the sale of CDP, the Company's net
income for the three and six months ended June 30, 1998 were $44,479 and $2,572,
respectively.
The following table sets forth PCNA's results of operations (excluding CDP)
in percentages of revenues for the three and six months ended June 30, 1998 and
1997:
<TABLE>
<CAPTION>
Three months ended June 30 Six months ended June 30
1998 1997 1998 1997
PCNA PCNA PCNA PCNA
-------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net sales 100.0% 100.0% 100.0% 100.0%
Costs and expenses:
Production 23.4% 26.0% 23.1% 25.8%
Marketing and selling 52.3% 42.0% 51.6% 38.4%
Depreciation 2.2% 2.1% 2.1% 2.2%
Amortization 1.4% 0.4% 1.5% 0.5%
General and administrative 20.0% 31.0% 22.6% 34.2%
-------------------------------------------------------------------------
99.3% 101.5% 101.0% 101.0%
-------------------------------------------------------------------------
Income (loss) from operations 0.7% (1.5%) (1.0%) (1.0%)
</TABLE>
Management has been able to reduce PCNA's production costs and its general
and administrative expenses as a percentage of revenues for the periods shown in
1998 from that in the same periods in 1997. The reduction in production costs
was due primarily to lower in-house labor costs. Approximately half of the
reduction in general and administrative costs was due to lower bad debt expenses
in 1998; lower payroll expense in this area also was a significant factor. In
the quarter ended June 30, 1998, the Company recognized a $43,000 insurance
reimbursement for certain legal expenses which were incurred in prior periods.
Amortization expense rose in 1998 from 1997 due to the amortization of the
goodwill relating to the acquisition of CDP in July, 1997. Management also has
taken efforts to reduce marketing and selling costs, the great majority of which
are the costs of selling print advertising rather than the securing of
publishing contracts; however, management's efforts have not resulted in
reductions of these expenses to date. In fact, these expenses increased for the
periods in 1998 shown above, owing primarily to increases in related payroll
costs. There can be no assurances that reductions will occur over the balance of
1998.
11
<PAGE>
The Publishing Company of North America, Inc.
Form 10-QSB - June 30, 1998
Results of Operations (continued)
At the time of this report, the Company anticipates that its revenues for
the quarter ended September 30, 1998 will be lower than either of the two
previous quarters of 1998. Management does not know yet what the effect of the
lower revenues will be upon net income; however, management does expect a loss.
The amount of the loss could be significantly affected by the volume of sales
made by September 30 for fourth quarter and subsequent publications. According
to accounting principles followed by the Company, expenses incurred by September
30 but relating to subsequent publications would be deferred into future periods
in order to report them in the same period as the corresponding revenues are
reported.
Liquidity and Capital Resources
At June 30, 1998, the Company had $2,379,261 in cash and cash equivalents
and $585,953 in U.S. Treasury securities. This compares to $860,667 and
$1,021,171, respectively, at March 31, 1998. The primary reason for this
increase in liquidity was the net cash proceeds of $1,069,294 ($1,400,000 less
CDP's cash balance of $330,706) which the Company received in the sale of CDP.
The Company also received a promissory note from the Acquiror for $100,000
interest-bearing at 5% and due no later than December 15, 1999, and $200,000 of
preferred stock of the Acquiror, convertible into $1,000,000 of common stock
upon certain conditions generally involving the Acquiror's initial public
offering of its common stock or its acquisition by a publicly-owned company.
The Company used $656,883 of cash in operating activities in the first half
of 1998, compared to $161,977 used in the same period in 1997. The net loss of
$658,000 in 1998 included the non-cash loss of $223,602 from the sale of CDP.
Other significant factors in 1998 included an increase of $611,329 in
directories in progress, a decrease of $650,738 in accounts payable, and an
increase of $553,530 in deferred revenue. All of these changes were primarily
attributable to CDP's highly-seasonal business cycle. In the first half of 1998,
CDP paid down the high accounts payable balance it had at the end of 1997 which
resulted from the high volume of publications it had printed and shipped in the
last quarter of that year. Also in the first half of 1998, CDP began to
accumulate costs (which are reported as directories in progress) and it began to
collect deferred revenues on directories that would not be published until late
1998. These changes were all expected and normal for CDP's business cycle.
The Company has no plans at this time to acquire a material amount of
capital assets.
From January 1 through June 30, 1998, the Company purchased 71,300 shares
of its common stock at an average cost of $1.09 per share, including 50,000
shares at $1.00 per share purchased in April from its former Executive Vice
President and current director.
Based on current cash and investment balances and the Company's anticipated
results of future operations, the Company believes that it has sufficient cash
resources to fund its operations for the next twelve months or more.
12
<PAGE>
The Publishing Company of North America, Inc.
Form 10-QSB - June 30, 1998
Forward-Looking Statements
The statement made above relating to the Company's expectations with regard
to the Company's future liquidity is a forward-looking statement within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. The results anticipated by this forward-looking
statement may not occur. Important factors that may cause actual results to
differ materially from the forward-looking statement include the following: (1)
unanticipated increases in expenses; and (2) unanticipated difficulties in
selling advertising in bar association directories.
13
<PAGE>
The Publishing Company of North America, Inc.
Form 10-QSB - June 30, 1998
PART II - OTHER INFORMATION
ITEM 4. Submission of Matters to a Vote of Securities Holders
The annual meeting of the shareholders of the Company was held at the
Company's corporate offices in Lake Helen, Florida, on May 28, 1998. At that
time the shareholders, by direct vote and by proxy, re-elected Mr. Matt Butler
as a director of the Company. The vote was 3,278,154 shares for Mr. Butler, 0
shares against, and 4,000 shares abstaining. The terms of Mssrs. Peter S.
Balise, D. Scott Plakon, Richard Silver, and Michael S. Paul continued and they
remained as directors of the Company.
Also at that meeting the shareholders, by direct vote and by proxy,
ratified the appointment of Ernst & Young LLP as independent auditors for the
fiscal year ended December 31, 1998. The vote was 3,282,154 shares for, and no
shares against or abstaining.
There was no other business brought at the meeting requiring a vote of the
shareholders.
ITEM 5. Other Information
On June 22, 1998, Michael S. Paul resigned from the Company's Board of
Directors. Mr. Paul was CEO of the Company's former subsidiary, CDP.
ITEM 6. Exhibits and Reports on Form 8-K
a. Exhibits
1. Exhibit 27 - Financial Data Schedule
b. Report on Form 8-K filed during the quarter ended June 30, 1998
1. On June 25, 1998 the Company filed a report relating to its sale
of its wholly-owned subsidiary, CDP. The report included pro
forma financial information relating to the transaction.
14
<PAGE>
The Publishing Company of North America, Inc.
Form 10-QSB - June 30, 1998
In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf on August 13, 1998 by
the undersigned, thereunto duly authorized.
The Publishing Company of North America, Inc.
/s/ Peter S. Balise
-------------------
President (Chief Executive Officer)
/s/ James M. Koller
-------------------
Chief Financial Officer (Principal
Financial and Accounting Officer)
15
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED JUNE
30, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1998
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0
0
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