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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
/ X / QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarter ended September 30, 1995
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
-------- --------
Commission file number 0-16730
ALL-COMM MEDIA CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Nevada 88-0085608
- --------------------------------- ------------------------------------
(State or other jurisdiction (I.R.S. Employer Identification No.]
of incorporation or organization)
400 Corporate Pointe, Suite 780
Los Angeles, California 90230
- --------------------------------------- ----------
(Address of principal executive offices] (Zip Code)
(Former name, former address and former fiscal year, if changed since last
report]
Registrant's telephone number, including area code: (310) 342-2800
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Common Stock, par value $.01 per share
--------------------------------------
(Title of class)
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
---- ----
As of November 13, 1995, there were 3,022,543 shares of the Registrant's common
stock outstanding.
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ALL-COMM MEDIA CORPORATION AND SUBSIDIARIES
TABLE OF CONTENTS
FORM 10-Q REPORT
SEPTEMBER 30, 1995
<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION Page
----
<S> <C>
Item 1 Interim Condensed Consolidated Financial Statements
(unaudited)
Condensed Consolidated Balance Sheets -
September 30, 1995 and June 30, 1995 3
Condensed Consolidated Statements of Operations -
Three months ended September 30, 1995 and 1994 4
Condensed Consolidated Statements of Cash Flows -
Three months ended September 30, 1995 and 1994 5
Notes to Interim Condensed Consolidated Financial
Statements 6-8
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations 8-12
Item 4 Submission of Matters to a Vote of Security Holders 12
PART II - OTHER INFORMATION
Item 6 Exhibits and Reports of Form 8-K
(a) Exhibits 13
(b) Reports on Form 8-K 13
Signatures 14
Exhibit 11 Statements Regarding Computation of Net
Income (Loss) Per Share 15
Exhibit 27 Financial Data Schedule 16-17
</TABLE>
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PART I - FINANCIAL INFORMATION
ITEM 1 - INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
ALL-COMM MEDIA CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
<TABLE>
<CAPTION>
September 30, June 30,
ASSETS 1995 1995
- ------ ------------- ------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 832,766 $ 1,217,772
Accounts receivable, net of allowance for doubtful
accounts of $35,552 at September 30 and
$40,552 at June 30 1,859,350 2,067,977
Other current assets 138,091 116,468
------------ ------------
Total current assets 2,830,207 3,402,217
Property and equipment at cost, net 312,987 344,154
Land held for sale at cost 766,651 766,651
Intangible assets at cost, net 7,279,161 7,272,769
Other assets 42,787 38,700
------------ ------------
Total assets $ 11,231,793 $ 11,824,491
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current liabilities:
Note payable to bank $ 30,106 $ 49,694
Note payable other 54,000 72,000
Trade accounts payable 321,432 365,638
Accrued salaries and wages 700,026 641,507
Other accrued expenses 463,386 683,954
Income taxes payable 74,727 94,565
Current portion of long term obligations to related party 1,409,663 1,500,000
Related party payable 375,000 183,701
------------ ------------
Total current liabilities 3,428,340 3,591,059
Long term obligations to related party less current portion 2,715,337 3,000,000
Other liabilities 59,610 68,900
------------ ------------
Total liabilities 6,203,287 6,659,959
------------ ------------
Commitments and contingencies
Stockholders' equity:
Class B convertible preferred stock - authorized
50,000 shares of $.01 par value; none issued
Common stock - authorized 6,250,000 shares of $.01
par value; 3,028,092 shares issued 30,281 30,281
Additional paid-in capital 10,300,847 10,300,847
Accumulated deficit (5,167,153) (5,031,127)
Less 11,800 shares of common stock in treasury,
at cost (135,469) (135,469)
------------ ------------
Total stockholders' equity 5,028,506 5,164,532
------------ ------------
Total liabilities and stockholders' equity $ 11,231,793 $ 11,824,491
============ ============
</TABLE>
See Notes to Consolidated Financial Statements.
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ALL-COMM MEDIA CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
(unaudited)
<TABLE>
<CAPTION>
1995 1994
----------- -----------
<S> <C> <C>
Sales $ 3,926,438
Cost of sales 2,699,371
-----------
Gross profit 1,227,067
Operating Expenses:
Selling, general and administrative (1,124,014) $ (240,918)
Amortization of intangible assets (90,226)
----------- -----------
Income (loss) from operations 12,827 (240,918)
----------- -----------
Other income (expense):
Non-recurring gain from sales of securities 1,335,413
Loan commitment fee (300,000)
Interest income 3,244 135
Interest expense (98,802) (18,275)
----------- -----------
Total (95,558) 1,017,273
----------- -----------
Income (loss) from continuing operations
before income taxes (82,731) 776,355
Provision for income taxes (53,295)
----------- -----------
Income (loss) from continuing operations
before discontinued operations (136,026) 776,355
Loss from discontinued operations (41,141)
----------- -----------
Net income (loss) $ (136,026) $ 735,214
=========== ===========
Income (loss) per share:
From continuing operations $ (.05) $ .54
From discontinued operations (.03)
----------- -----------
Income (loss) per share $ (.05) $ .51
----------- -----------
Weighted average common and common
equivalent shares outstanding 3,016,028 1,444,531
=========== ===========
</TABLE>
See Notes to Consolidated Financial Statements.
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ALL-COMM MEDIA CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
(unaudited)
<TABLE>
<CAPTION>
1995 1994
----------- -----------
<S> <C> <C>
Operating activities:
Net income (loss) $ (136,026) $ 735,214
Adjustments to reconcile loss to net cash used
in operating activities:
Gains from sales of securities (1,378,801)
Depreciation 44,863 10,055
Amortization 90,226
Changes in assets and liabilities:
Accounts receivable 208,627
Other current assets (9,326) 8,794
Other assets (4,087) 29,324
Trade accounts payable (28,106) 13,955
Accrued expenses and other current liabilities (64,249) 24,643
Income taxes payable (19,838)
Discontinued operations, net 12,135
----------- -----------
Net cash provided by (used in) operating activities 82,084 (544,681)
----------- -----------
Investing activities:
Proceeds from sales of investments in securities 1,924,299
Purchase of investment in securities (999,788)
Purchase of property and equipment (13,696)
Payments relating to acquisition of Alliance and SD&A (40,806)
Investing activities of discontinued operations, net (5,844)
----------- -----------
Net cash provided by (used in)investing activities (54,502) 918,667
----------- -----------
Financing activities:
Proceeds from (repayments of) bank loans (19,588) (150,000)
Proceeds from note payable other 1,000,000
Repayments of notes payable other (18,000) (1,018,000)
Repayment of related party obligation (375,000)
Financing activities of discontinued operations (5,548)
----------- -----------
Net cash used in financing activities (412,588) (173,548)
----------- -----------
Net increase (decrease) in cash and cash equivalents (385,006) 200,438
Cash and cash equivalents at beginning of period 1,217,772 419,149
----------- -----------
Cash and cash equivalents at end of year $ 832,766 $ 619,587
=========== ===========
Supplemental disclosures of cash flow data:
Cash paid (received) during the period for:
Interest $ 96,133 $ 21,343
Loan commitment fee $ 300,000
Federal income tax paid $ 55,550
</TABLE>
Supplemental schedule of non cash investing and financing activities:
The Company issued 37,500 shares of common stock valued at $150,000 in 1995 in
settlement of a 1994 liability for early termination of a consulting agreement.
In October 1995, in accordance with the acquisition agreement between Alliance
Media Corporation and the former owner of SD&A the purchase price was increased
by $92,702.
See Notes to Consolidated Financial Statements.
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ALL-COMM MEDIA CORPORATION AND SUBSIDIARIES
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying unaudited Interim Condensed Consolidated Financial
Statements include the accounts of All-Comm Media Corporation and Subsidiaries
(the "Company"). They have been prepared in accordance with generally accepted
accounting principles for interim financial information and with the
instructions to Form 10-Q and Article 10 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 of normal recurring accruals) considered
necessary for a fair representation have been included. Operating results for
the three month period ended September 30, 1995 are not necessarily indicative
of the results that may be expected for the fiscal year ending June 30, 1996.
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
fiscal year ended June 30, 1995. Certain reclassifications have been made in the
fiscal 1995 interim financial statements to conform with the fiscal 1996
presentation.
2. NET INCOME PER COMMON SHARE
Net income (loss) per common share is computed based upon the weighted
average number of shares outstanding during the periods presented and common
stock equivalents unless antidilutive. Primary and fully diluted income (loss)
per share are the same in the periods presented.
3. ACQUISITION OF ALLIANCE MEDIA CORPORATION AND STEPHEN DUNN & ASSOCIATES,
INC.
On April 25, 1995, the Company acquired all of the outstanding common
shares of Alliance Media Corporation ("Alliance") and its wholly owned
subsidiary, Stephen Dunn & Associates, Inc. ("SD&A").
These acquisitions were accounted for using the purchase method. The
operating results of these acquisitions are included in the results of
operations from the date of acquisition.
4. DISCONTINUED OPERATIONS
On March 8, 1995, the Company completed the sale of Sports-Tech
International ("STI") pursuant to a definitive agreement dated December 7, 1994.
Concurrent with the closing of sale of STI, all operations of High School
Gridiron Report ("HSGR") were ceased. Accordingly, STI and HSGR are reported as
discontinued operations in fiscal 1995, and the consolidated financial
statements have been
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reclassified to report separately the net assets, operating results, gain on
disposition and cash flows of these operations.
Revenues of these discontinued operations for the three months ended
September 30, 1994 were $944,588.
5. LONG TERM OBLIGATIONS TO RELATED PARTY
In October 1995, in connection with restructuring the long term
obligations related to the acquisition of SD&A, terms were modified to include
$375,000 and related interest payments due in the second quarter of fiscal 1996
be paid over a twelve month period commencing January, 1996 together with
interest at 10%. The deferred interest payment is due earlier if the Company
completes certain financing by December 31, 1995. Previously scheduled quarterly
principal payments of $375,000 and monthly interest payments resume on January
1, 1996.
6. INCOME TAXES
In the three month period ended September 30, 1995, the income tax
provision on continuing operations totaled $53,000 on losses from continuing
operations of $83,000. The provision resulted from state and local income taxes
incurred on taxable income at the subsidiary level not reduced by losses
incurred at other levels on which no tax benefits were available. The effective
state tax rate of 13% is higher than the estimated state statutory rate of 10%
due to reversal of deferred taxable income and increase in the tax valuation
allowance. No provision was necessary on income from continuing operations for
the three months ended September 30, 1994 due to available net operating loss
carryforwards.
7. POTENTIAL ACQUISITION
On September 28, 1995, the Company signed a non-binding letter of intent
to acquire Forms Direct, Incorporated ("FDI"). FDI, a private company based in
Frederick, Maryland, provides high quality direct mail services. Terms of the
acquisition call for cash, notes and stock, as well as contingent payments based
on operating profits and performance. Consummation of the acquisition is subject
to a number of conditions, including the negotiation of a definitive agreement,
additional due diligence investigation and obtaining adequate financing, and may
be completed in the first quarter of calendar 1996. There can be no assurance,
however, that this acquisition will be completed.
8. SUBSEQUENT EVENTS
On October 6, 1995, the Company entered into an option agreement with
certain parties unrelated to the Company whereby, in consideration of payment to
the Company of $150,000, the option holder may purchase undeveloped land in
Laughlin,
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Nevada owned by the Company for $2.0 million. The term of the option
expires on April 8, 1996. Under certain circumstances, the Company and the
Option Holders have the right to, respectively, buy back or sell back the
option.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Introduction
This discussion summarizes the significant factors affecting the
consolidated operating results, financial condition and cash flows of the
Company for the three month period ended September 30, 1995. This should be read
in conjunction with the financial statements and notes thereto, included in this
Report on Form 10-Q and the Company's financial statements and notes thereto,
included in the Company's Annual Report on Form 10-K for the year ended June 30,
1995. As more fully described in Footnote 3 to the consolidated financial
statements included in the Company's 1995 Annual Report on Form 10-K, on April
24, 1995, the Company purchased 100% of the stock of Alliance Media Corporation
which had simultaneously acquired Stephen Dunn & Associates, Inc. The management
and the board of directors of Alliance were elected as management and board of
directors of the Company and the former management and directors ceased their
association with the Company. These acquisitions have been reflected in the
consolidated financial statements using the purchase method of accounting.
Accordingly, the Consolidated Statement of Operations and Consolidated Statement
of Cash Flows include the operations of Alliance and SD&A from April 25, 1995.
Also, as more fully described in Footnote 5 to the consolidated financial
statements included in the Company's 1995 Annual Report on Form 10-K, in fiscal
1995, the Company discontinued the operations of Sports-Tech International, Inc.
and High School Gridiron Report. In December, 1994 the Company agreed to sell
Sports-Tech International and closed the HSGR operation. The Consolidated
Financial Statements have been reclassified to report the net assets, operating
results, gain on disposition and cash flows of these operations as discontinued
operations. With the disposition of the STI operations, closure of the HSGR
operations, and the acquisition of Alliance and change of management and
directors, the Company is now operating as a direct marketing services provider
with its initial concentration in a telemarketing and telefundraising company
that specializes in direct marketing services for the arts, educational and
other institutional tax-exempt organizations.
Results of Operations for the three months ended September 30, 1995,
compared to the three months ended September 30, 1994
Continuing Operations: Sales and cost of sales totaled approximately
$3,926,000 and $2,738,000, respectively for the three months ended September 30,
1995 (the "current period") as compared with no similar amounts incurred in the
three months ended September 30, 1994 (the "prior period"). These increases are
due to the inclusion of SD&A operations for the current period. In the current
period, net sales from telemarketing and telefundraising totaled $3,421,000 and
sales from off-site campaigns totaled $505,000. Due to the seasonal nature of
the telemarketing and
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telefundraising business, revenues and cost of sales are expected to decrease in
the next two fiscal quarters. Historically, telemarketing and telefundraising
revenues are seasonal in nature, with a larger portion of revenues occurring in
the first and fourth fiscal quarters.
Cost of sales represents labor and telephone expenses directly related to
telemarketing, telefundraising and off-site campaign services. As a percentage
of relative net sales, gross profit relating to telemarketing and
telefundraising and off-site campaigns totaled 30% and 37%, respectively, for
the current period.
Selling, general and administrative expenses include all selling, general
and administrative expenses of SD&A and the expense of central services the
Company provides to manage its divisional operations, SD&A, and previously its
discontinued operations, STI and HSGR, and include senior corporate management,
accounting and finance, general administration and legal services. As a result
of the Company's direct marketing services strategy, it now also includes
expenses relating to the identification and evaluation of potential
acquisitions. It also includes certain expenses associated with the finalization
and closure of pre-merger operations and related issues. Corporate general and
administrative expenses increased $883,000 to $1,124,000 in the current fiscal
period as compared with $241,000 in the prior period.
Approximately $796,000 of the increase resulted from the inclusion of SD&A
selling, general and administrative expenses for the current period. Salary
expenses associated with the new management and employees who joined the Company
upon resignation of the prior management and board caused $82,000 of the
increase. Legal expenses increased $8,000 in the current period. Prior year
expenses included preliminary preparation of a registration statement. Current
period expenses included finalization of issues related to prior operations of
the Company, as well as efforts involved in the planning and execution of the
new corporate strategy. Accounting and tax fees have increased approximately
$24,000 due to reporting requirements surrounding the acquisition of Alliance
and SD&A and disposition of STI. Amortization of prepaid directors and officers
insurance premium increased approximately $7,000 due to an increase in coverage.
Rent, office expenses and depreciation expense decreased by $20,000 as the
Company maintained two corporate offices in the prior period and now only
maintains one. Other expenses decreased by $14,000 principally because the
Company's other minor operating subsidiaries in the prior period were
substantially inactive in the current period.
Income before interest, taxes, depreciation and amortization totaled
approximately $148,000 in the current quarter.
Pretax operating income from the SD&A operation totaled approximately
$430,000 in the current quarter and corporate expenses totaled $417,000,
including $92,000 in corporate depreciation and amortization. A portion of
corporate expenses also included legal, accounting, consulting and corporate
staff expenses which pertained to resolving issues related to the prior
operations of the Company. These expenses are expected to decrease as the
issues are resolved. In the current period and subsequent thereto, the
Company has taken various steps to eliminate and/or reduce expenses,
including the elimination of full and part-time employee positions to more
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effectively apply the corporate staff resources to the current and future growth
and acquisition needs of the Company.
Amortization of intangible assets totaled approximately $90,000 in the
current period and related to the amortization of the covenant-not-to-compete
and goodwill, over five years and forty years, respectively, acquired in the
Alliance and SD&A transaction.
A non-recurring net gain from sales of securities totaled $1,335,000 in
the prior period and resulted from the exercise by the Company of a common stock
purchase warrant held as an investment. In July, 1994, the Company borrowed
$1,000,000 to fund the exercise of the warrant. The loan was collateralized by a
pledge of the warrant shares pursuant to the terms of a pledge agreement. The
parties to the $1,000,000 loan included, among others, the Company's former
chairman, former president, a former director and a shareholder, who each
provided $200,000. The other lenders were non-affiliates. The lenders received
the repayment of the $1,000,000 loan, interest at 7.75% totaling $9,000 and a
$300,000 commitment fee from the proceeds of the subsequent stock sales. The
$300,000 loan commitment fee was paid as an inducement to this group of
investors to provide the money necessary to exercise the warrant before its
expiration on July 31, 1994.
Interest expense increased approximately $81,000 in the current period and
related to the acquisition of $4,500,000 of debt in the Alliance and SD&A
acquisition.
In the current period, the income tax provision on continuing operations
totaled $53,000 on losses from continuing operations of $83,000. The effective
state tax rate of 13% is higher than the estimated state statutory rate of 10%
due to reversal of deferred taxable income and increase in the tax valuation
allowance. The provision resulted from state and local taxes incurred on taxable
income at the subsidiary level not reduced by losses incurred at other levels on
which no tax benefits were available.
Discontinued Operations: The loss from discontinued operations in the
prior period relates to the STI and HSGR operations which were either sold or
closed in fiscal 1995. No amounts related to discontinued operations were
incurred in the current period.
Capital Resources and Liquidity
During the three month period ended September 30, 1994 the Company used
net cash in operations of $544,000 and $150,000 to pay down notes payable. The
Company financed these cash needs through the sale of equity investments which
totaled $1,925,000 in the prior period. As previously discussed, these equity
securities were acquired when the Company exercised a common stock purchase
warrant for payment of $1,000,000.
In the current period, the Company generated net cash from operating
activities of approximately $82,000. Due to seasonal decreases in sales,
accounts receivable relating to the SD&A operation have decreased $209,000 in
the current period and trade accounts payable and accrued liabilities have
decreased $112,000. Additional cash was used in the current period at the
corporate level to pay $375,000 of
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obligations due to the sole selling shareholder arising from the acquisition of
SD&A, $18,000 to pay down other note obligations and $55,000 to pay for fixed
assets and paydown acquisition related costs.
In October 1995, the long term obligations due to the sole selling
shareholder of SD&A were restructured so that the October 1, 1995 payment of
$375,000 and interest due in the second quarter of fiscal 1996 will be paid over
a twelve month period commencing January 1996, together with interest at 10%.
Previously scheduled quarterly principal payments of $375,000 and monthly
interest payments resume on January 1, 1996.
Subsequent to the quarter ended September 30, 1995, the Company increased
its cash balances by entering into an option agreement whereby, in consideration
of a cash payment to the Company of $150,000, the option holder may purchase the
Company's undeveloped land in Laughlin, Nevada, for $2,000,000. Under certain
conditions, the Company and the Option Holders have the right to, respectively,
buy back or sell back the option. This agreement expires on April 8, 1996. The
Company is also seeking to increase its cash balances through the sale of this
land or issuance of a senior note instrument which may include this land as
collateral.
The Company believes that funds available from operations, from the
potential sale of or borrowing against the Laughlin land, and the ongoing
ability to raise funds through a private placement of equity securities will be
adequate to finance its operations and meet interest and debt obligations in the
next twelve months. There can be no assurance, however, that subsidiary
operations will generate sufficient cash flows, that the Laughlin, Nevada land
will be sold, or that funds will be available by borrowing against the land or
that funds will be available through a private placement of equity securities at
terms acceptable to the Company, if at all. Also, if funds are not available on
a timely basis, the Company may be required to negotiate the modification of
debt obligations, as well as effecting additional reductions in corporate
expenses to meet its cash needs.
As part of the Company's ongoing development strategy and acquisition
program, additional financing may be required thereafter to meet potential
contingent acquisition payments if defined results of operations are achieved,
as well as operating and debt payments. There can be no assurance, however, that
such capital will be available at terms acceptable to the Company, or at all.
The Company has announced a non-binding letter of intent to purchase Forms
Direct, Incorporated ("FDI"), a direct mail services company. FDI, a private
company based in Frederick, Maryland, provides high quality direct mail
services. Terms of the acquisition call for cash, notes and stock, as well as
contingent payments based on operating profits and performance. Consummation of
the acquisition is subject to a number of conditions, including the negotiation
of a definitive agreement, additional due diligence investigation and obtaining
adequate financing. There can be no assurance, however, that this acquisition
will be completed.
The Company is also currently involved in acquisition discussions with
other entities. The Company expects these acquisitions will require cash
payments, plus issuances of common stock and notes payable to the sellers, as
well as contingent
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payments based on future operating profits and performance. Depending on market
conditions, the Company intends to finance the cash portions of the purchase
prices of these acquisitions, as well as to obtain additional working capital,
through the issuance of common or preferred stock and/or convertible
indebtedness. The Company is currently in negotiations with various entities to
provide such financing. The Company intends to finance additional acquisitions
in a similar manner. Although the Company believes that it will be successful in
obtaining the financing necessary to complete the acquisitions now contemplated,
and those in the future, there can be no assurances that such capital will be
available at terms acceptable to the Company, or at all, or that the
acquisitions will be completed.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On August 22, 1995 the Company held a Special Meeting of Shareholders to
vote on management's proposal to amend the Company's Amended and Restated
Articles of Incorporation to change the name of the Company to All-Comm Media
Corporation. The shares voted were as follows, after giving effect to the
one-for-four reverse stock split:
<TABLE>
<S> <C>
For 2,022,870
Against 1,946
Abstentions 2,725
Broker non-votes None
</TABLE>
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ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
A) Exhibits
3. Certificate of Amendment to the Articles of Incorporation (a)
10. Option Agreement (b)
11. Statement Regarding Computation of Net Income per Share
27. Financial Data Schedule
(a) Incorporated by reference from Exhibit 3(iii) to the Company's Form
10-K for the year ended June 30, 1995.
(b) Incorporated by reference from Exhibit 10.3 to the Company's Form
10-K for the year ended June 30, 1995.
B) Reports on Form 8-K
1. On July 21, 1995, and as amended on August 9, 1995, the
Company disclosed the change in the Company's accountants.
2. On August 23, 1995, the Company disclosed a one-for-four
reverse stock split and the change in the Company's name.
3. On October 23, 1995, the Company disclosed the closing of an
Option Agreement for the purchase of the Company's
undeveloped land in Laughlin, Nevada for $2,000,000.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
ALL-COMM MEDIA CORPORATION.
(Registrant)
By /s/ Barry Peters
-----------------------------
Barry Peters
Chairman of the Board and Chief Executive Officer
Date: November 17, 1995
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Exhibit 11
STATEMENTS REGARDING COMPUTATION OF NET INCOME (LOSS) PER SHARE
<TABLE>
<CAPTION>
Three Months Ended September 30
-------------------------------
1995 1994
--------------------------
<S> <C> <C>
Net income (loss) per share was calculated as follows:
Primary:
Income (loss) from continuing operations before
discontinued operations ($ 136,026) $ 776,355
Income (loss) from discontinued operations (41,141)
----------- -----------
Net income (loss) ($ 136,026) $ 735,214
=========== ===========
Weighted average common shares outstanding 3,016,028 1,437,534
Incremental shares under stock options computed
under the treasury stock method using the
average market price of the issuer's common
stock during the periods 11,063 6,997
Weighted average common and common
equivalent shares outstanding unless
antidilutive 3,016,028 1,444,531
Income (loss) per share from continuing
operations (.05) .54
Income (loss) per share from discontinued
operations -- (.03)
Net income (loss) per share (.05) .51
Fully diluted:
Income (loss) from continuing operations
before discontinued operations ($ 136,026) $ 776,355
Income (loss) from discontinued operations -- (41,141)
----------- -----------
Net income (loss) ($ 136,026) $ 735,214
=========== ===========
Weighted average common shares outstanding 3,016,028 1,437,534
Incremental shares under stock options computed
under the treasury stock method using the
market price of the issuer's common stock
at the end of the periods if higher than the
average market price 11,063 6,997
Weighted average common and common equivalent
shares outstanding unless antidilutive 3,016,028 1,444,531
Income (loss) per share from continuing operations (.05) .54
Income (loss) per share from discontinued
operations -- (.03)
Net income (loss) per share (.05) .51
</TABLE>
15
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE INTERIM
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF ALL-COMM MEDIA CORPORATION AS OF
AND FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1995 INCLUDED IN THIS REPORT ON
FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS
</LEGEND>
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-01-1995
<PERIOD-END> SEP-30-1995
<EXCHANGE-RATE> 1
<CASH> 832766
<SECURITIES> 0
<RECEIVABLES> 1894902
<ALLOWANCES> (35552)
<INVENTORY> 0
<CURRENT-ASSETS> 2830207
<PP&E> 391300
<DEPRECIATION> (78313)
<TOTAL-ASSETS> 11231793
<CURRENT-LIABILITIES> 3428340
<BONDS> 2715337
<COMMON> 30281
0
0
<OTHER-SE> 4998225
<TOTAL-LIABILITY-AND-EQUITY> 11231793
<SALES> 3926438
<TOTAL-REVENUES> 3926438
<CGS> 2,699,371
<TOTAL-COSTS> 2,699,371
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 98802
<INCOME-PRETAX> (82731)
<INCOME-TAX> (53295)
<INCOME-CONTINUING> (136026)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (136026)
<EPS-PRIMARY> $(.05)
<EPS-DILUTED> $(.05)
</TABLE>
