<PAGE>
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 - May 31, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from _______________ to _______________
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
-----------------------------------------------------------
(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 July 13, 1999: 6,579,167 shares $ .01 par value common stock.
Transitional Small Business Disclosure Format (check one) Yes ____ No X
----
<PAGE>
FORM 10-QSB
NEWS COMMUNICATIONS, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
PAGE
PART I. Financial Information
Item 1. Financial Statements
Unaudited Consolidated Balance Sheet
at May 31, 1999........................... 3
Unaudited Consolidated Statements of
Operations for the three and six months
ended May 31, 1999 and May 31, 1998....... 5
Unaudited Consolidated Statements of Cash
Flows for the six months ended
May 31, 1999 and May 31, 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 6. Exhibits and Reports on Form 8-K
Signatures.................................................... 13
2
<PAGE>
PART I
FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
NEWS COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET AS OF MAY 31, 1999
(UNAUDITED)
Assets:
Current Assets:
Cash $ 2,679,125
Accounts receivable [less: allowance for
doubtful accounts of $1,482,485] 3,601,678
Due from related parties 41,643
Other 74,126
-----------
Total Current Assets 6,396,572
Investment in unconsolidated subsidiaries 167,271
Property and equipment at cost- net 327,930
Intangible assets - net 3,050,047
Other - net 102,089
-----------
Total Assets $10,043,909
===========
3
<PAGE>
NEWS COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET AS OF MAY 31, 1999
(UNAUDITED)
<TABLE>
<CAPTION>
Liabilities and Stockholders' Equity:
Current liabilities:
<S> <C>
Accounts payable $ 637,204
Accrued expenses 1,966,655
Due to related parties 1,242,258
Unearned revenue 223,365
------------
Total current liabilities 4,069,482
------------
Related party - long term debt 1,500,000
------------
Minority interest 460,074
------------
Stockholders' Equity:
Preferred stock, $1.00 par value; 500,000 shares authorized: 217,840 shares
issued and outstanding; $2,419,000 aggregate liquidation value 217,840
Common stock, $.01 par value; authorized 100,000,000
shares; 6,579,167 shares issued and outstanding 65,792
Paid-in-capital preferred stock 2,234,525
Paid-in-capital common stock 19,839,837
(Deficit) (17,934,912)
------------
Total $ 4,423,082
Less: Treasury stock 53,333 shares - at cost (408,729)
------------
Total Stockholders' Equity 4,014,353
------------
Total Liabilities and Stockholders' Equity $ 10,043,909
============
</TABLE>
4
<PAGE>
NEWS COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Three Months Ended May 31, Six Months Ended May 31,
------------------------ ------------------------
1999 1998 1999 1998
---- ---- ---- ----
Unaudited
---------
<S> <C> <C> <C> <C>
Net revenues $4,742,023 $5,122,470 $8,022,713 $8,541,454
---------- ---------- ---------- ----------
Expenses:
Direct mechanical costs 1,356,262 1,432,123 2,555,164 2,657,711
Salaries, benefits and
outside labor costs 2,424,694 2,362,005 4,604,613 4,601,331
Rent, occupancy & utilities 231,731 215,908 449,771 418,440
Provisions for doubtful accounts 96,500 152,000 164,500 231,500
General and administrative 629,629 722,352 1,221,450 1,288,267
---------- ---------- ---------- ----------
Total expenses 4,738,816 4,884,388 8,995,498 9,197,249
---------- ---------- ---------- ----------
Operating income (loss) before interest
expense and interest income 3,207 238,082 (972,785) (655,795)
Interest expense (59,872) (80,177) (160,461) (160,534)
Interest income 22,627 ---- 22,627 ----
---------- ---------- ---------- ----------
Net income (loss) $ (34,038) $ 157,905 $ (1,110,619) $ (816,329)
========== ========== =========== ==========
Net income (loss) per share -
basic and diluted $ (.01) $ .06 $(.24) $( .31)
========== ========== ========== ==========
Weighted average shares
outstanding 6,575,000 2,711,433 4,786,112 2,711,433
=========== =========== ========== ===========
</TABLE>
5
<PAGE>
NEWS COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Six Months Ended May 31,
--------------------------------------------
1999 1998
----- -----
Unaudited
---------
<S> <C> <C>
Cash flows from operating activities:
Net (Loss) $(1,110,619) $(816,329)
----------- ---------
Adjustments to Reconcile Net
(Loss) to Net Cash Provided
by Operating Activities:
Depreciation and Amortization 205,795 284,005
Provision for Losses on Accounts
Receivable 164,500 231,500
(Loss) from unconsolidated entities 100,000 (121,304)
Changes in Assets and Liabilities:
(Increase) Decrease in:
Accounts Receivable (510,242) (375,772)
Other Current Assets 202,805 (78,068)
Due from Related Parties (15,226) (10,863)
Other Assets (60,000) (49,688)
Intangible Assets -- 7,818
Unearned revenue 28,578 --
Increase (Decrease) in:
Accounts Payable and Accrued Expenses (737,135) 559,068
Due to Related Parties (160,180) 21,000
----------- ---------
Total Adjustments (781,105) 467,696
----------- ---------
Net cash used in operating activities - (1,891,724) (348,633)
forward
</TABLE>
6
<PAGE>
NEWS COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Ended May 31,
--------------------------
1999 1998
---- ----
Unaudited
---------
Net cash used in operating activities -
Forwarded (1,891,724) (348,633)
=========== =========
Cash used in investing activities:
Investment in unconsolidated subsidiaries (99,665) --
Capital expenditures (40,148) (58,600)
----------- ---------
Net cash (used) in investing activities (139,813) (58,600)
----------- ---------
Cash flows from financing activities:
Proceeds from notes payable 1,200,000 --
Dividend on preferred stock (16,560) (16,560)
Principal payments - notes payable (1,950,000) (100,000)
Net proceeds from issuance of common stock 5,353,601 200,000
----------- ---------
Net cash provided by financing activities 4,587,041 83,440
----------- ---------
Net increase (decrease) in cash 2,555,504 (323,793)
Cash, beginning of periods 123,621 424,620
----------- ---------
Cash, end of periods $ 2,679,125 $ 100,827
=========== =========
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 134,691 $ 58,566
7
<PAGE>
NEWS COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
A. Basis of Presentation:
---------------------
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 on 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 stockholders by the weighted
average number of shares of common stock outstanding for the period. Diluted
earnings per share reflect, in periods in which they have a dilutive effect, the
effect of shares of common stock 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 and six months ended May 31, 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
<PAGE>
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 1,306,299 1,318,421
Tradenames 2,850,000 1,118,374 1,731,626
---------- --------- ----------
5,474,720 2,424,673 3,050,047
========= ========= ==========
E. On February 22, 1999, the Company successfully completed a one-for-three
reverse stock split of the Company's Common Stock and a rights offering of
approximately 3,833,333 shares at $1.50 per share for total offering proceeds of
approximately $5,750,000. To the extent all or a portion of the shares were not
subscribed to, certain principal shareholders of the Company purchased any
unsold shares.
9
<PAGE>
ITEM 2 - 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:
News Communications, Inc. publishes various weekly community newspapers and
related targeted audience publications.
We incurred a net loss for the second quarter of ($34,000) in 1999 as
compared to net income of $158,000 in 1998. Operating income before interest
expense and interest income was $3,000 in 1999 as compared to $238,000 in 1998,
a decrease of $235,000. The decrease was primarily attributable to Dan's Papers
where there was an increase in printing expenditures and sales salaries, which
should be partially offset by increased sales in the third quarter, and to The
Hill, where revenues were negatively impacted by the fact that certain
congressional activity, which would normally start late in this non-election
year, was delayed even later. This should cause a longer fall session, which is
expected to result in increased revenues in the fourth quarter.
Our total revenues were $4,742,000 for the second quarter of 1999, a decrease
of $380,000 (7%) from $5,122,000 in 1998. The decrease in revenues was primarily
attributable to timing of congressional activity at The Hill resulting in a
reduction of $269,000 (24%), which should be offset by projected sales increases
in the fourth quarter, and to the Manhattan Papers, where there was a reduction
of $63,000 (6%) as a result of changes in sales management.
General and administrative costs decreased $92,000 (13%) from $722,000 in
1998 to $630,000 in 1999 primarily as a result of the completion of amortization
of loan discounts in 1998.
Our net loss for the six months ended May 31, 1999 increased by $294,000
(36%) from ($816,000) in 1998 to ($1,110,000) in 1999. Operating loss before
interest expense and interest income was ($973,000) in 1999 compared to
($656,000) in 1998, an increase of $317,000 (48%). The increase occurred
primarily due to Dan's Papers where there was an increase in printing
expenditures and sales salaries, which should be partially offset by increased
sales in the third quarter, and due to The Hill, where revenues were negatively
impacted by the fact that certain congressional activity, which would normally
start late in this non-election year, was delayed
10
<PAGE>
even later. This should cause a longer fall session, which is expected to result
in increased revenues in the fourth quarter.
Our total revenues were $8,023,000 for the six months ended May 31, 1999, a
decrease of $518,000 (6%) from $8,541,000 in the same period in 1998. The
decrease in revenues was primarily attributable to timing of congressional
activity at The Hill where there was a reduction of $301,000 (19%), which should
be offset by projected sales increases in the fourth quarter, and at the
Manhattan Papers, where there was a reduction of $142,000 (8%) as a result of
the changes in sales management and staff.
Liquidity and Capital Resources:
On February 22, 1999, we successfully completed an offering to our existing
stockholders of rights to purchase additional shares of our common stock
resulting in net proceeds of $5,354,000. This has significantly improved our
liquidity from our position at November 30, 1998. We now have adequate capital
and financial resources to fund our working capital, investments and cash needs
for the foreseeable future.
At May 31, 1999, we had an excess of current assets over current
liabilities in the amount of approximately $2,327,000. During the quarter ended
February 28, 1999, we repaid the $750,000 balance of bank loans with the
proceeds of a $1,200,000 loan received from Messrs. Wilbur L. Ross Jr., Melvyn
I. Weiss and J. Morton Davis on December 31, 1998. This loan was repaid from the
proceeds of the rights offering. During the second quarter we reduced our
accounts payable and accrued expenses by approximately $445,000.
Although there can be no assurances to this effect, management is confident
that it has adequate cash available from the rights offering to meet News
Communications' future cash needs through May 31, 2000.
11
<PAGE>
PART II
OTHER INFORMATION
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits
Exhibit
Number Description
---------- ------------------------------
27 Financial Data Schedule
12
<PAGE>
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: July 15, 1999 By:/s/ Michael Schenkler
---------------------------
Michael Schenkler, President
Date: July 15, 1999 By:/s/ Robert Berkowitz
---------------------------
Robert Berkowitz, Controller
13
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> NOV-30-1999
<PERIOD-END> MAY-31-1999
<CASH> 2,679,125
<SECURITIES> 0
<RECEIVABLES> 5,084,163
<ALLOWANCES> 1,482,485
<INVENTORY> 0
<CURRENT-ASSETS> 6,396,572
<PP&E> 1,088,330
<DEPRECIATION> 760,400
<TOTAL-ASSETS> 10,043,909
<CURRENT-LIABILITIES> 4,069,482
<BONDS> 0
<COMMON> 65,792
0
217,840
<OTHER-SE> 3,370,721
<TOTAL-LIABILITY-AND-EQUITY> 10,043,909
<SALES> 8,022,713
<TOTAL-REVENUES> 8,022,713
<CGS> 0
<TOTAL-COSTS> 8,995,498
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (160,461)
<INCOME-PRETAX> (1,110,619)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,110,619)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,110,619)
<EPS-BASIC> (.24)
<EPS-DILUTED> (.24)
</TABLE>
