<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 - August 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 October 12, 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 3
Item 1. Financial Statements 3
Unaudited Consolidated Balance Sheet
at August 31, 1999..................................... 3
Unaudited Consolidated Statements of
Operations for the three and nine months
ended August 31, 1999 and August 31, 1998.............. 5
Unaudited Consolidated Statements of Cash
Flows for the nine months ended
August 31, 1999 and August 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 12
Signatures............................................................ 13
2
<PAGE>
PART I
FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
NEWS COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET AS OF AUGUST 31, 1999
(UNAUDITED)
Assets:
Current Assets:
Cash and cash equivalents $2,105,990
Accounts receivable [less: allowance for
doubtful accounts of $1,471,698] 3,994,420
Due from related parties 46,261
Other 60,713
----------
Total Current Assets 6,207,384
Investment in unconsolidated entities 172,662
Property and equipment at cost - net of
accumulated depreciation of $805,526 379,714
Intangibles - net 2,986,939
Other - net 41,644
----------
Total Assets $9,788,343
==========
3
<PAGE>
NEWS COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET AS OF AUGUST 31, 1999
(UNAUDITED)
<TABLE>
<CAPTION>
Liabilities and Stockholders' Equity:
Current liabilities:
<S> <C>
Accounts payable $ 431,543
Accrued expenses 1,700,827
Unearned Revenue 193,933
Due to related parties 2,942,378
------------
Total current liabilities 5,268,681
------------
Minority interest 597,274
------------
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 65,792
Paid-in-Capital Preferred Stock 2,234,525
Paid-in-Capital Common Stock 19,826,026
(Deficit) (18,013,066)
------------
Total $ 4,331,117
Less: Treasury Stock [50,333 Shares] - At Cost (408,729)
------------
Total Stockholders' Equity 3,922,388
------------
Total Liabilities and Stockholders' Equity $ 9,788,343
============
</TABLE>
4
<PAGE>
NEWS COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Three Months Ended August 31, Nine Months Ended August 31,
----------------------------- ----------------------------
1999 1998 1999 1998
---- ---- ---- ----
(Unaudited)
<S> <C> <C> <C> <C>
Net Revenues $5,354,006 $5,112,076 $13,373,196 $13,654,364
---------- ---------- ----------- -----------
Expenses:
Direct Mechanical Costs 1,591,674 1,592,886 4,238,964 4,269,523
Salaries, Benefits and Outside Labor Costs 2,673,028 2,515,651 7,381,643 7,145,819
Rent, Occupancy and Utilities 246,075 219,022 695,916 650,933
Provisions for Doubtful Accounts 137,100 100,700 301,600 332,200
General and Administrative 553,110 510,210 1,474,840 1,608,077
---------- ---------- ----------- -----------
Total Expenses 5,200,987 4,938,469 14,092,963 14,006,552
---------- ---------- ----------- -----------
Operating Income (Loss) Before Interest Expense,
Interest Income, Equity in Loss From
Unconsolidated Entities and Minority Interest 153,019 173,607 (719,767) (352,188)
Interest Expense (57,550) (79,639) (218,011) (240,173)
Interest Income 21,868 -- 44,496 --
---------- ---------- ----------- -----------
Operating Income (Loss) Before Equity
in Loss From Unconsolidated Entities
and Minority Interest 117,337 93,968 (893,282) (592,361)
Equity in Loss From Unconsolidated Entities (50,000) (20,000) (150,000) (150,000)
Minority Interest (137,200) -- (137,200) --
---------- ---------- ----------- -----------
Net Income (Loss) $ (69,863) $ 73,968 $(1,180,482) $(742,361)
========== ========== =========== ===========
Net Income (Loss) Per Share-Basic and Diluted $ (.01) $ .03 $ (.22) $ ( .27)
========== ========== =========== ===========
Weighted Average Shares Outstanding 6,579,167 2,735,791 5,383,797 2,730,379
========== ========== =========== ===========
</TABLE>
5
<PAGE>
NEWS COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months Ended August 31,
---------------------------
1999 1998
------------ ------------
(Unaudited)
Cash flows from operating activities:
Net Loss $(1,180,482) $(742,361)
---------- --------
Adjustments to Reconcile Net Loss to Net
Cash Provided by Operating Activities:
Depreciation and Amortization 315,225 428,700
Provision for Losses on Accounts Receivable 301,600 332,200
Minority Interest 137,200 --
Loss from unconsolidated entities 150,000 150,000
Changes in Assets and Liabilities:
(Increase) Decrease in:
Accounts Receivable (1,040,084) (426,962)
Other Current Assets 216,218 (37,729)
Due from Related Parties (19,844) (58,247)
Other Assets (749) 7,705
Increase (Decrease) in:
Accounts Payable and Accrued Expenses (1,208,624) 265,221
Unearned revenue (854) --
Due to Related Parties 39,940 13,477
---------- --------
Total Adjustments (1,109,972) 674,365
---------- --------
Net cash used in operating activities - forward (2,290,454) (67,996)
6
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NEWS COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months Ended August 31,
---------------------------
1999 1998
---- ----
(Unaudited)
Net cash used in operating activities -
forwarded (2,290,454) (67,996)
---------- -------
Cash used in investing activities:
Investment in unconsolidated subsidiaries (155,057) (325,986)
Capital expenditures (137,059) (109,289)
---------- -------
Net cash (used) in investing activities (292,116) (435,275)
---------- -------
Cash flows from financing activities:
Proceeds from preferred stock -- 200,000
Dividend on preferred stock (24,852) (23,780)
Principal payments - notes payable (1,950,000) (100,000)
Proceeds from notes payable 1,200,000 --
Decrease in net assets of discontinued
operations -- 202,065
Net proceeds from issuance of common stock 5,339,791 --
---------- --------
Net cash provided by financing activities 4,564,939 278,285
---------- --------
Net increase (decrease) in cash 1,982,369 (224,986)
Cash, beginning of periods 123,621 424,620
---------- --------
Cash, end of periods $ 2,105,990 $ 199,634
========== ========
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 171,254 $ 94,730
7
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NEWS COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
A. Basis of Presentation:
---------------------
In the opinion of News Communications, Inc.'s (NCI) 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 NCI's
Annual Report on Form 10-KSB for the fiscal year ended November 30, 1998 and the
related audited financial statements included therein.
Certain items in the 1998 financial statements have been reclassified to conform
to the 1999 presentation.
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 nine months ended August 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, 2000.
8
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Historically, NCI has not entered into derivative contracts either to hedge
existing risks or for speculative purposes. Accordingly, NCI does not expect
adoption of the new standard to affect its financial statements.
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 NCI.
D. Intangible Assets:
------------------
A breakdown of Intangible Assets is as follows:
Cost Amortization Net
--------- ------------ ---------
Goodwill 2,624,720 1,333,782 1,290,938
Tradenames 2,850,000 1,153,999 1,696,001
--------- ----------- ---------
5,474,720 2,487,781 2,986,939
========= =========== =========
E. Common Stock:
-------------
On February 22, 1999, NCI successfully completed a one-for-three reverse stock
split of NCI's common stock and a rights offering of approximately 3,833,333
shares of common stock 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 for, certain principal stockholders of NCI purchased any unsold
shares.
F. Commitments:
------------
In August 1999 NCI entered into an employment and compensation agreement
with a key officer. The agreement provides for the officer to earn a minimum of
$185,000 per annum.
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.
Revenue for the three-month period ended August 31, 1999 was $5,354,000, an
increase of $242,000 or 5% over the same period in 1998. Revenue growth was
fueled by strong performances in display advertising in our Manhattan and
Brooklyn newspapers. Brooklyn also contributed to strong growth in classified
advertising. Overall, display and classified advertising were ahead by 6% and
14%, respectively, compared to the same period in the prior year.
Operating Expenses for the third quarter of 1999 were $5,201,000, an increase of
$263,000 or 5% compared to the same quarter in 1998. Salaries, Benefits and
Outside Labor increased by 6% primarily due to an increase in sales salaries and
commissions (due to higher revenues). Overall editorial expenses increased as
there were several open positions in the third quarter of 1998 that were filled
during 1999.
General and Administrative expenses increased to $553,000 in the third quarter
of 1999 from $510,000 in the comparable period of 1998. This increase is
primarily due to a shift in timing of certain accruals and non-cash expenses
that have historically been included in the fourth quarter results. In the third
quarter of 1999, NCI accrued $44,000 for management bonuses compared to no
accrual in the third quarter of 1998.
Therefore, operating income before interest expense, interest income, equity in
loss from unconsolidated entities and minority interest was $153,000 for the
third quarter of 1999 compared to $174,000 in the same period of 1998. NCI had a
net loss of $70,000 in the third quarter of 1999 compared to a net profit of
$74,000 in the same period of 1998. Allowing for the shift in timing of the
aforementioned item, operating income before interest expense, interest income,
equity in loss from unconsolidated subsidiaries and minority interest would
have been $197,000, up 13% from the prior year. Additionally, taking into
account minority interest of $137,000 which was not accrued until the fourth
quarter of the prior year, net income would have been $110,000, up 50% from
the prior year.
Total revenues for the nine months ended August 31, 1999 were $13,373,000, a
decrease of $281,000 or 2% compared to the same period in 1998. This decrease
was primarily attributable to
10
<PAGE>
The Hill, where the second quarter was negatively affected by a slowdown in
Congressional activity due to the impeachment hearings. We anticipate the fourth
quarter at The Hill to be strong as it is a non-election year. Non-election
years typically result in a longer Congressional session, which has a positive
impact on display advertising.
Operating income, before interest expense, interest income, equity in loss from
unconsolidated entities and minority interest for the nine months ended August
31, 1999 resulted in a loss of $720,000. This is an increase of $368,000
compared to the same period in 1998. The increase in loss is primarily due to
the decrease in revenues at The Hill for the reasons stated above, an increase
in operating expenses at Dan's Paper's and the timing of certain charges, as
described above. NCI is optimistic that the positive revenue trend in the third
quarter will continue and lead to improved performance.
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.
At August 31, 1999, we had an excess of current assets over current
liabilities in the amount of approximately $940,000. Included in current
liabilities is approximately $2,663,000 of loans due to related parties who have
agreed to convert their debt into equity upon maturity on January 31, 2000.
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 then repaid from the proceeds of the rights offering. During the second and
third quarter we reduced our accounts payable and accrued expenses by
approximately $916,000 in the aggregate.
Although there can be no assurances to this effect, management is confident
that it has adequate cash available from the rights offering to meet NCI's
future cash needs through August 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
b. Reports on Form 8-K
On August 13, 1999, NCI filed a Current Report on Form 8-K
disclosing the reconstitution of the Board of Directors from 15
to 9 members and the hiring and appointment of Steven Farbman as
President and Chief Executive Officer.
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: October 13, 1999 By:/s/ Steven Farbman
-----------------------------------------
President, Steven Farbman
Date: October 13, 1999 By:/s/ Paul Mastronardi
-----------------------------------------
Chief Financial Officer, Paul Mastronardi
13
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> NOV-30-1999
<PERIOD-END> AUG-31-1999
<CASH> 2,105,990
<SECURITIES> 0
<RECEIVABLES> 5,466,118
<ALLOWANCES> 1,471,698
<INVENTORY> 0
<CURRENT-ASSETS> 6,207,384
<PP&E> 1,185,240
<DEPRECIATION> 805,526
<TOTAL-ASSETS> 9,788,343
<CURRENT-LIABILITIES> 5,268,681
<BONDS> 0
0
217,840
<COMMON> 65,792
<OTHER-SE> 3,638,756
<TOTAL-LIABILITY-AND-EQUITY> 9,788,343
<SALES> 13,373,196
<TOTAL-REVENUES> 13,417,692
<CGS> 0
<TOTAL-COSTS> 14,092,963
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (218,011)
<INCOME-PRETAX> (1,180,482)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,180,482)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,180,482)
<EPS-BASIC> (0.22)
<EPS-DILUTED> (0.22)
</TABLE>
