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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended - February 28, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from to
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Commission File Number 0-18299
NEWS COMMUNICATIONS, INC.
-------------------------
(Exact name of small business issuer as specified in its charter)
Nevada 13-3346991
- ---------------------------- --------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
174-15 Horace Harding Expwy., Fresh Meadows, New York 11365
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(Address of principal executive offices)
(718) 357-3380
---------------
(Issuer's telephone number)
(Former name, former address and former fiscal
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section
12, 13 or 15 (d) of the Exchange Act during the past 12 months (or 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
---- ----
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes No
----- -----
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity , as of April 9, 1999: 6,575,000 shares $ .01 par value common stock.
Transitional Small Business Disclosure Format (check one) Yes No X
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NEWS COMMUNICATIONS, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
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PAGE
<S> <C> <C>
PART I. Financial Information
Item 1. Financial Statements
Unaudited Consolidated Balance Sheet
at February 28, 1999.. ................................. 3
Unaudited Consolidated Statements of
Operations for the three months ended
February 28, 1999 and February 28, 1998.................. 5
Unaudited Consolidated Statements of Cash
Flows for the three months ended
February 28, 1999 and February 28, 1998.................. 6
Notes to Consolidated Financial Statements............... 8
Item 2. Management's Discussion and Analysis
or Plan of Operation..................................... 10
PART II. Other Information........................................ 12
Item 1. Legal Proceedings........................................ 12
Item 2. Changes in Securities and Use of Proceeds................ 12
Item 6. Exhibits and Reports on Form 8-K......................... 12
Signatures..................................................................... 13
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2
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PART I-ITEM 1
NEWS COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET AS OF FEBRUARY 28, 1999
(UNAUDITED)
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<CAPTION>
Assets:
Current Assets:
<S> <C>
Cash $ 3,822,759
Accounts receivable - net of allowance for
doubtful accounts of $1,462,620 2,993,034
Due from related parties 44,241
Other 82,509
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Total Current Assets 6,942,543
Investment in unconsolidated subsidiaries 163,709
Property and equipment at cost- net 333,940
Intangible assets - net 3,111,420
Other - net 103,284
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Total Assets $10,654,896
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3
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NEWS COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET AS OF FEBRUARY 28, 1999
(UNAUDITED)
<TABLE>
<CAPTION>
Liabilities and Stockholders' Equity:
Current liabilities:
<S> <C>
Accounts payable $ 1,402,459
Accrued expenses 1,646,004
Due to related parties 1,392,438
Unearned revenue 195,384
------------
Total current liabilities 4,636,285
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Related party - long term debt 1,500,000
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Minority interest 460,074
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Stockholders' Equity:
Preferred Stock, $1.00 Par Value; 500,000 Shares Authorized: 220,340 shares
Issued and Outstanding: $2,444,000 aggregate liquidation value 220,340
Common Stock, $.01 Par Value; Authorized 100,000,000
Shares; 6,575,000 Shares Issued and Outstanding 65,750
Paid-in-Capital Preferred Stock 2,257,025
Paid-in-Capital Common Stock 19,816,743
(Deficit) (17,892,592)
------------
Total $ 4,467,266
Less: Treasury Stock, 50,333 Shares - At Cost (408,729)
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Total Stockholders' Equity 4,058,537
------------
Total Liabilities and Stockholders' Equity $ 10,654,896
============
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4
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NEWS COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Three Months Ended February 28,
-------------------------------
1999 1998
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Unaudited
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<S> <C> <C>
Net Revenues $ 3,280,690 $3,418,997
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Expenses:
Direct Mechanical Costs 1,198,902 1,154,141
Salaries, Benefits and
Outside Labor Costs 2,179,919 2,255,956
Rent, Occupancy & Utilities 218,040 210,320
Provisions for Doubtful Accounts 68,000 79,500
General and Administrative 591,821 612,947
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Total Expenses 4,256,682 4,312,864
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Operating Income (Loss) Before Interest
Expense and Interest Income (975,992) (893,867)
Interest Expense 100,589 80,367
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Net (Loss) ($1,076,581) $ (974,234)
============ ==========
Net (Loss) Per Share - Basic and Diluted $(.36) $(.36)
============ ==========
Weighted Average Shares
Outstanding 2,997,223 2,711,433
============ ==========
</TABLE>
5
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NEWS COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Three Months Ended February 28,
---------------------------------
1999 1998
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Unaudited
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<S> <C> <C>
Cash Flows from Operating Activities:
Net (Loss) ($1,076,581) $(974,234)
Adjustments to Reconcile Net
(Loss) to Net Cash Provided
by Operating Activities:
Depreciation and Amortization 104,314 106,628
Provision for Doubtful Accounts 68,000 79,500
Gain (Loss) from Unconsolidated Entities 3,897 (118,996)
Changes in Assets and Liabilities:
(Increase) Decrease in:
Accounts Receivable 194,901 275,182
Other Current Assets 198,331 (8,643)
Due from Related Parties (17,823) (9,430)
Other Assets (63,909) (36,074)
Increase (Decrease) in:
Accounts Payable and Accrued Expenses (291,934) 476,548
Due to Related Parties (10,000) ---
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Net Cash Used In Operating Activities - (890,804) (209,519)
Forward
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NEWS COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Three Months Ended February 28,
---------------------------------
1999 1998
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Unaudited
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<S> <C> <C>
Net Cash Used in Operating Activities -
Forwarded (890,804) (209,519)
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Cash Flows from Investing Activities:
Capital Expenditures (7,245) (37,795)
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Net Cash (Used) in Investing Activities (7,245) (37,795)
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Cash Flows from Financing Activities:
Proceeds from Notes Payable 1,200,000 -----
Principal Payments Notes Payable (1,950,000) (100,000)
Net Proceeds from Issuance of Common Stock 5,355,467 -----
Dividend on Preferred Stock (8,280) (8,280)
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Net Cash Provided by (Used) in Financing Activities 4,597,187 (108,280)
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Net Increase (Decrease) in Cash 3,699,138 (355,594)
Cash - Beginning of Periods 123,621 424,620
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Cash - End of Periods $ 3,822,759 $ 69,026
=========== =========
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest $ 85,941 $ 42,784
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NEWS COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
A. Basis of Presentation:
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In the opinion of the Company's management, the accompanying unaudited
consolidated financial statements contain all adjustments (consisting of only
normal recurring adjustments) necessary to present fairly the information set
forth therein. These consolidated financial statements are condensed and,
therefore, do not include all of the information and footnotes required by
generally accepted accounting principles for complete financial statements. The
results for the interim periods are not necessarily indicative of the results
for a full year.
These consolidated financial statements should be read in conjunction with the
company's annual report Form 10-KSB for the fiscal year ended November 30, 1998
and the related audited financial statements included therein.
B. Loss per Share:
--------------
During 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128, "Earnings per Share", ("SFAS No. 128"),
which provides for the calculation of "basic" and "diluted" earnings per share.
SFAS No. 128 became effective for financial statements issued for periods ending
after December 15, 1997. Basic earnings per share includes no dilution and is
computed by dividing income available to common shareholders by the weighted
average number of common shares outstanding for the period. Diluted earnings per
share reflect, in periods in which they have a dilutive effect, the effect of
common shares issuable upon exercise of common stock equivalents. The assumed
conversion of the options would have been anti-dilutive and, therefore, were not
considered in the computation of diluted earnings per share for the three months
ended February 28, 1999 and 1998.
C. New Authoritative Accounting Pronouncements
-------------------------------------------
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities". SFAS No. 133 requires companies to
recognize all derivative contracts at their fair values, as either assets or
liabilities on the balance sheet. If certain conditions are met, a derivative
may be specifically designated as a hedge, the objective of which is to match
the timing of gain or loss recognition on the hedging derivative with the
recognition of (1) the changes in the fair value of the hedged asset or
liability that are attributable to the hedged risk, or (2) the earnings effect
of the hedged forecasted transaction. For a derivative not designated as a
hedging instrument, the gain or loss is recognized in income in the period of
change. SFAS No. 133 is effective for all fiscal quarters of fiscal years
beginning after June 15, 1999.
Historically, the Company has not entered into derivative contracts either to
hedge existing risks or for speculative purposes. Accordingly, the Company does
not expect adoption of the new standard to affect its financial statements.
8
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In March 1998, the Accounting Standards Executive Committee issued SOP 98-1,
"Accounting for the Costs of Computer Software Developed or Obtained for
Internal Use," which is effective for fiscal years beginning after December 15,
1998. SOP 98-1 provides guidance on accounting for costs of computer software
developed or obtained for internal use. The pronouncement will not have a
material impact on the Company.
D. Intangible Assets:
A breakdown of Intangible Assets is as follows:
Cost Amortization Net
--------- ------------ ---------
Goodwill 2,624,720 1,280,551 1,344,169
Tradenames 2,850,000 1,082,749 1,767,251
--------- --------- ---------
5,474,720 2,363,300 3,111,420
========= ========= =========
9
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PART I-ITEM 2
NEWS COMMUNICATIONS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The information contained in this Item 2, Management's Discussion and
Analysis or Plan of Operation, contains "forward looking statements" within the
meaning of Section 27A of the Securities Act 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended. Actual results may
materially differ from those projected in the forward looking statements as a
result of certain risks and uncertainties set forth in this report. Although
management believes that the assumptions made and expectations reflected in the
forward looking statements are reasonable, there is no assurance that the
underlying assumptions will, in fact, prove to be correct or that actual future
results will not be different from the expectations expressed in this report.
Results of Operations:
Three Months Ended February 28, 1999 Compared To Three Months Ended February 28,
1998
News Communications, Inc., publishes various weekly community newspapers
and related targeted audience publications.
The Company's net loss for the first quarter increased by $103,000 (11%)
from ($974,000) in 1998 to ($1,077,000) in 1999. Loss from operations increased
by $82,000 (9%) from ($894,000) in 1998 to ($976,000) in 1999. This increase
was primarily from Dan's Papers where there was an increase in printing costs
and sales salaries which should be offset by projected increased sales in the
second and third quarters. Modest increased losses at other papers were offset
by increased profit at Queens Tribune which is seeing the effect of a reduction
in costs. In addition, there was a reduction in losses at the Nassau Newspapers
where certain executive and production positions were eliminated due to the
acquisition of the South Shore Record.
Our total revenues were $3,281,000 in the first quarter of 1999, a decrease
of $138,000 (4%) from $3,419,000 in first quarter of 1998, while advertising
rates remained level. The decrease in revenues was primarily attributable to
the Manhattan papers, where there was a reduction in sales of $78,000 (9%) as a
result of new sales management and staff, which are projected to increase
revenues in the third and fourth quarters, and at Nassau Newspapers where there
was a decrease of $58,000 (11%) primarily related to the discontinuance of
certain non-advertising activities. Other decreases in revenues were offset by
increased revenues at Brooklyn Skyline. This increase of $71,000 (19%) related
to its increased acceptance as a newspaper and as an advertising force in the
community along with its 1996 expansion into a fifth zone.
Interest expense increased $20,000 (25%) primarily as a result of the
$1,200,000 loan from shareholders being outstanding for two months of the first
quarter of 1999, offset by the
10
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repayment of the $750,000 bank loan.
Liquidity and Capital Resources
On February 22, 1999, the Company successfully completed an offering to its
existing stockholders of rights to purchase additional shares of its common
stock resulting in net proceeds of $5,355,000. This has significantly improved
the liquidity of the Company from its position at November 30, 1998. The
Company now has adequate capital and financial resources to fund its working
capital, investments and cash needs for the foreseeable future.
At February 28, 1999, we had an excess of current assets over current
liabilities in the amount of approximately $2,306,000. During the quarter ended
February 28, 1999, we repaid the $750,000 balance of the bank loans with the
proceeds of a $1,200,000 loan it received from Messrs. Ross, Weiss and Davis on
December 31, 1998. This loan was repaid from the proceeds of the stock offering.
Although there can be no assurances to this effect, management is confident
that it has adequate cash available from the stock rights offering to meet News
Communication's future cash needs.
11
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Part II.
OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
An action entitled Tracey Robinson v. The Hill, News Communications, Inc.
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and Media Venture Group, Inc. et al. was instituted in September 1996 in
------------------------------------
the United States District Court for the District of Columbia in which
the plaintiff, a former salesperson for Capitol Hill, has alleged race
discrimination and retaliation in connection with her discharge and
claims compensatory and punitive damages of $5.2 million plus back pay,
front pay and other relief. The case was tried to a jury and resulted in
an adverse determination of liability to News Communications and the
other defendants in the amount of $100,000, plus fees and costs of
approximately $125,000. We paid this amount in February 1999.
Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
A. Exhibits
Exhibit
Number Description
27 Financial Data Schedule
B. Reports on Form 8-K
On December 16, 1998 the Company filed a report on Form 8-K announcing
its change in accountants to BDO Seidman, LLP to audit the Company's
financial statements beginning with the fiscal year ended November 30,
1998.
On February 22, 1999 the Company filed a report 8-K disclosing
consummation of a rights offering of 3,833,333 shares of its common
stock at $1.50 per share.
12
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
NEWS COMMUNICATIONS, INC.
(Registrant)
Date: April 14, 1999 By: /s/ Michael Schenkler
---------------------------
Michael Schenkler, President
Date: April 14, 1999 By: /s/ Robert Berkowitz
---------------------------
Robert Berkowitz, Controller
13
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<CAPTION>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> NOV-30-1999
<PERIOD-END> FEB-28-1999
<S> <C>
<CASH> 3,822,759
<SECURITIES> 0
<RECEIVABLES> 4,455,654
<ALLOWANCES> 1,462,620
<INVENTORY> 0
<CURRENT-ASSETS> 6,942,543
<PP&E> 1,054,926
<DEPRECIATION> 720,986
<TOTAL-ASSETS> 10,654,896
<CURRENT-LIABILITIES> 4,636,285
<BONDS> 0
<COMMON> 65,750
220,340
0
<OTHER-SE> 3,772,447
<TOTAL-LIABILITY-AND-EQUITY> 10,654,896
<SALES> 3,280,690
<TOTAL-REVENUES> 3,280,690
<CGS> 0
<TOTAL-COSTS> 4,256,682
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (100,589)
<INCOME-PRETAX> (1,076,581)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,076,581)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,076,581)
<EPS-PRIMARY> (.36)
<EPS-DILUTED> (.36)
</TABLE>
