<PAGE>
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 - March 31, 2000
[ ] 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)
2 Park Avenue, New York, New York 10016
---------------------------------------
(Address of principal executive offices)
(212) 689-2500
---------------
(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
As of May 10, 2000, 8,568,162 shares of the issuer's common stock were
outstanding.
Transitional Small Business Disclosure Format (check one) Yes No X
--- ---
NEWS COMMUNICATIONS, INC. AND SUBSIDIARIES
<PAGE>
TABLE OF CONTENTS
PAGE
PART I. Financial Information
Item 1. Financial Statements
Unaudited Consolidated Balance Sheet
at March 31, 2000................................... 3
Unaudited Consolidated Statements of
Operations for the three months ended
March 31, 2000 and February 28, 1999................ 5
Unaudited Consolidated Statements of Cash
Flows for the three months ended
March 31, 2000 and February 28, 1999................ 6
Notes to Consolidated Financial Statements.......... 8
Item 2. Management's Discussion and Analysis
or Plan of Operation................................ 10
PART II. Other Information................................... 13
Item 6. Exhibits and Reports on Form 8-K.................... 13
Signatures.............................................................. 14
2
<PAGE>
PART I
FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
NEWS COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 2000
(UNAUDITED)
Assets:
Current Assets:
Cash $ 343,928
Accounts receivable - net of allowance for
doubtful accounts of $2,065,255 2,302,537
Due from related parties 15,369
Other 102,211
----------
Total Current Assets 2,764,045
Property and equipment at cost- net 807,593
Intangible assets - net 2,838,449
Other - net 155,944
----------
Total Assets $6,566,031
==========
3
<PAGE>
NEWS COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 2000
(UNAUDITED)
<TABLE>
<CAPTION>
Liabilities and Stockholders' Equity:
<S> <C>
Current liabilities:
Accounts payable $ 1,951,036
Accrued expenses -
Payroll 361,429
Other 371,930
Unearned revenue 145,557
Capital lease, current 16,102
------------
Total current liabilities 2,846,054
------------
Capital lease, non-current 61,723
------------
Minority interest 531,508
------------
Stockholders' Equity:
Preferred Stock, $1.00 Par Value; 500,000 Shares Authorized: 197,535 shares
Issued and Outstanding: $2,094,000 aggregate liquidation value 197,535
Common Stock, $.01 Par Value; Authorized 100,000,000
Shares; 8,618,495 Shares Issued and Outstanding 86,184
Paid-in-Capital Preferred Stock 1,748,350
Paid-in-Capital Common Stock 23,428,760
(Deficit) (21,925,354)
------------
Total 3,535,475
Less: Treasury Stock, 50,333 Shares - At Cost (408,729)
------------
Total Stockholders' Equity 3,126,746
------------
Total Liabilities and Stockholders' Equity $ 6,566,031
============
</TABLE>
4
<PAGE>
NEWS COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended
------------------
March 31, 2000 February 28, 1999
-------------- -----------------
Unaudited
---------
Net Revenues $3,949,603 $ 3,279,176
---------- -----------
Expenses:
Editorial 393,946 348,446
Production and Distribution 1,443,692 1,534,967
Selling 955,018 789,277
General and Administrative 1,844,988 1,460,242
Depreciation and Amortization 103,917 104,314
---------- -----------
Total Expenses 4,741,561 4,237,246
---------- -----------
Operating Loss (791,958) (958,070)
Gain on Disposal of Unconsolidated
Entity 22,762 -
---------- -----------
Loss Before Interest, Minority
Interest in Income of Subsidiary and Taxes (769,196) (958,070)
Interest Expense 15,912 100,599
Minority Interest in Income of Subsidiary 39,150 -
---------- -----------
Net Loss Before Taxes (824,258) (1,058,669)
Tax Expense 2,864 17,912
---------- -----------
Net Loss $ (827,122) $(1,076,581)
========== ===========
Net Loss Per Share - Basic and Diluted $(.10) $(.36)
========== ===========
Weighted Average Shares Outstanding 8,034,769 2,997,223
========== ===========
5
<PAGE>
NEWS COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Three Months Ended
--------------------------------------------
March 31, 2000 February 28,1999
-------------------- ----------------------
Unaudited
---------
Cash Flows from Operating Activities:
<S> <C> <C>
Net Loss $(827,122) $(1,076,581)
Adjustments to Reconcile Net Loss to
Net Cash Used in Operating Activities:
Depreciation and Amortization 103,917 104,314
Provision for Doubtful Accounts 181,350 68,000
Minority Interest 39,150 -
Gain on Sale of Unconsolidated Entity (22,762) -
Changes in Assets and Liabilities:
(Increase) Decrease in:
Accounts Receivable (274,983) 194,901
Other Current Assets 152,627 198,331
Due from Related Parties 2,196 (17,823)
Other Assets (5,495) (63,909)
Increase (Decrease) in:
Accounts Payable and Accrued Expenses (105,557) (301,934)
Unearned revenue 2,542 -
Due to Related Parties (191,250) -
--------- -----------
Net Cash Used in Operating Activities - (945,387) (894,701)
Forward
</TABLE>
6
<PAGE>
NEWS COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended
----------------------------
March 2000 February 1999
------------ --------------
Unaudited
--------------
Net Cash Used in Operating Activities -
Forwarded (945,387) (894,701)
----------- -----------
Cash Flows from Investing Activities:
Capital Expenditures (362,334) (7,245)
Investment in Unconsolidated Entity (31,119) 3,897
Proceeds from Sale of Unconsolidated Entity 225,000 -
----------- -----------
Net Cash Used in Investing Activities (168,453) (3,348)
----------- -----------
Cash Flows from Financing Activities:
Payment of Capital Lease Obligations (2,759) -
Proceeds from Notes Payable - 1,200,000
Principal Payments Notes Payable - (1,950,000)
Net Proceeds from Issuance of Common Stock 2,710,521 5,355,467
Payment of Related Party Notes Payable (2,500,000) -
Dividend on Preferred Stock (282) (8,280)
----------- -----------
Net Cash Provided by Financing Activities 207,480 4,597,187
----------- -----------
Net Increase (Decrease) in Cash (906,360) 3,699,138
Cash - Beginning of Periods 1,250,288 123,621
----------- -----------
Cash - End of Periods $ 343,928 $ 3,822,759
=========== ===========
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest $ 628 $ 85,941
Capital lease obligation incurred $ 80,584 -
7
<PAGE>
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, 1999 and the
one month ended December 31, 1999 and the related audited financial statements
included therein.
In December 1999, NCI changed its fiscal year end from November 30 to December
31.
Certain items in the 1999 financial statements have been reclassified to conform
to the 2000 presentation.
B. Loss per Share:
--------------
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. Basic
earnings per share includes no dilution and is computed by dividing income
available to common shareholders 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 months ended
March 31, 2000 and February 28, 1999.
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
<PAGE>
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.
D. Intangible Assets:
A breakdown of Intangible Assets is as follows:
Cost Amortization Net
--------- --------- ---------
Goodwill 2,117,708 892,135 1,225,573
Tradenames 2,850,000 1,237,124 1,612,876
--------- --------- ---------
4,967,708 2,129,259 2,838,449
========= ========= =========
E. Common Stock:
-------------
On January 31, 2000 we sold an aggregate of 1,548,889 shares of common stock at
a price of $1.75 per share. The proceeds of the sale of shares was used to pay
the $2,710,521 unpaid principal balance and accrued interest on our indebtedness
to D.H. Blair Investment Banking Corp. and Wilbur L. Ross.
F. Sale of Unconsolidated Subsidiary:
----------------------------------
On March 1, 2000, we completed the sale of our 50% interest in the New York
Blade News to our partner, the Washington Blade, Inc., for $225,000 resulting in
a net gain on the sale of $22,762.
9
<PAGE>
NEWS COMMUNICATIONS, INC. AND SUBSIDIARIES
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.
News Communications, Inc., publishes various weekly community newspapers and
related targeted audience publications.
Effect of Change in Fiscal Year-End
Due to the change in our fiscal year-end from November to December at the end of
1999, the first quarter of fiscal 1999 included the months of December 1998 and
January and February 1999 while the first quarter of fiscal 2000 included the
months of January, February and March 2000. Therefore, our management discussion
will compare these slightly different time periods, referring to them as first
quarter 1999 and first quarter 2000. The net effect in this quarter is not, in
the opinion of the Company, significant.
Results of Operations:
Three Months Ended March 31, 2000 Compared To Three Months Ended February 28,
1999
Revenues
On a consolidated basis, revenue for the first quarter of 2000 was $3,949,603
compared to $3,279,176 in the first quarter of 1999 representing a 20.4%
increase. All three categories of advertising (display, classified and legal
notice) grew in the first quarter of 2000 over the first quarter of 1999.
Display advertising, which represented 70% of total revenues in the quarter
improved by 24.9%, classified grew by 20.7% and legal notice advertising
reported 17.3% growth.
Among our individual operating units, total revenue at The Hill more than
doubled with the strength coming from display advertising. Last year the first
quarter was negatively impacted by President Clinton's impeachment hearings, but
nonetheless, the growth was impressive. Dan's
10
<PAGE>
Paper's total revenues grew by 24.8%, with both display and classified growing
significantly. An increase in glossy cover-stock advertisers was a big factor in
display growth. The Queens Tribune's revenues increased by 21.9%, with
classified and legal advertising showing the most strength. Our Manhattan
newspapers reported an increase in revenues of 10.7% despite showing a small
decrease in classified advertising. Display advertising grew by more than 40%.
Operating Expenses
Operating expenses for the first quarter of 2000 were $4,741,561 an increase of
$504,315 or 11.9% compared to operating expenses of $4,237,246 during the first
quarter of 1999. Approximately $150,000 of that increase resulted from certain
estimates that are now being recorded throughout the year rather than at the
end of the year, as had been the practice in prior years. In addition, our
investment in new senior management did not occur until the third quarter of
1999.
Editorial expenses increased by 13.1% reflecting our desire to increase our
investment in the content side of our publications. Production and distribution
expenses were down by 5.9% despite a large increase in advertising revenues.
This is a result of better management of advertising to editorial ratios and an
emphasis on generating higher revenue per ad page. Selling expenses were up by
21.0% as a result of higher display advertising revenues. Overall, gross profit
margins improved to 53.5% in the first quarter of 2000 from 42.6% in the first
quarter of 1999. General and administrative expenses increased by 26.3% due to
several factors. As described earlier, we are now making certain estimates
throughout the year that in the past have been expensed in the fourth quarter.
Therefore, there will be higher expenses throughout the year, which will be
offset by not having to record these expenses at the end of the year. Management
believes this is a more accurate way to look at our business. Some of these
items include: reserves for doubtful accounts, minority interest in one of our
subsidiaries, and executive bonuses. In addition, we invested in new senior
management in August of 1999, which in effect created two new senior level
positions.
Net Income
The net loss of $827,122 in the first quarter of 2000 represented a 23%
improvement or $249,459 less than the loss of $1,076,581 in the first quarter of
1999. The loss of $.10 per share in the first quarter of 2000 was an improvement
of $.26 per share compared to the loss of $.36 per share in the first quarter of
1999. Operating losses before interest, taxes, depreciation and amortization
(EBITDA), excluding the gain on the sale of an unconsolidated subsidiary, were
reduced by 14.8% in the first quarter of 2000 to a loss of $727,191 from a loss
of $853,756 in the first quarter of 1999. EBITDA is used in this report because
management believes that it is an effective way of monitoring the operating
performance of the company and is widely used among media related businesses.
EBITDA should be considered in addition to, not instead of, operating profit,
net income, cash flows and other measures of financial performance reported in
accordance with generally accepted accounting principles.
11
<PAGE>
Sale of New York Blade News
On March 1, 2000, we completed the sale of our 50% interest in the New York
Blade News to our partner, the Washington Blade, Inc. Two and half years after
entering the New York gay and lesbian market we decided it was in the best
interest of NCI to eliminate the losses associated with this venture and focus
on building our core properties. Since the New York Blade News has never been
profitable, the net effect of the sale will be to save our share of the ongoing
losses, which in 1999 were approximately $200,000. We also free up valuable time
and energy from certain senior executives in our Manhattan office who were
overseeing our involvement in the newspaper.
Retirement of Outstanding Indebtedness
On January 31, 2000, we effectively converted our outstanding indebtedness of
$2,500,000 into equity. See paragraph on liquidity and capital resources. As a
result we expect to save over $200,000 in interest payments during 2000. In the
first quarter of 2000 interest expense was $15,912 compared to $100,599 in the
first quarter of 1999.
Liquidity and Capital Resources
During the first quarter of 2000, the total cash used in operations was $945,387
driven primarily by the net loss of $827,122 for the period. Cash used for
investing activities totaled $168,453 as capital expenses of approximately
$362,000 were partially offset by the proceeds of $225,000 from the sale of our
50% interest in the New York Blade.
On January 31, 2000 we sold an aggregate of 1,548,889 shares of common stock at
a price of $1.75 per share. The proceeds of the sale of shares was used to pay
the $2,710,521 unpaid principal balance and accrued interest on our indebtedness
to D.H. Blair Investment Banking Corp. and Wilbur L. Ross. The net cash provided
by financing activities totaled $207,480.
At March 31, 2000, we had a shortage of current assets over current liabilities
in the amount of approximately $82,000. While we cannot be sure we will
generate positive cash flow for the year ending December 31, 2000, management is
confident that along with the current cash balance it has the resources
available to it to fund NCI's future cash needs.
12
<PAGE>
Part II.
OTHER INFORMATION
Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
On January 31, 2000 we sold an aggregate of 1,548,889 shares of our
common stock at a price of $1.75 per share. The proceeds of the sale
of shares was used to pay $2,710,521.00 representing the unpaid
principal balance and accrued interest on our indebtedness to DH
Blair Investment Banking Corp. and Wilbur L. Ross, Jr. The shares
were issued pursuant to an exemption under Section 4(2) of the
Securities Act.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
A. Exhibits
Exhibit
Number Description
27 Financial Data Schedule
B. Reports on Form 8-K
None
13
<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: May 12, 2000 By:/s/ Steven Farbman
--------------------------------------
Steven Farbman, President & Chief Executive
Officer
Date: May 12, 2000 By:/s/ Paul Mastronardi
--------------------------------------
Paul Mastronardi, Chief Financial Officer
14
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<CASH> 343,928
<SECURITIES> 0
<RECEIVABLES> 4,367,792
<ALLOWANCES> 2,065,255
<INVENTORY> 0
<CURRENT-ASSETS> 2,764,045
<PP&E> 1,270,080
<DEPRECIATION> 462,487
<TOTAL-ASSETS> 6,566,031
<CURRENT-LIABILITIES> 2,846,054
<BONDS> 0
<COMMON> 86,184
197,535
0
<OTHER-SE> 2,843,027
<TOTAL-LIABILITY-AND-EQUITY> 6,566,031
<SALES> 3,949,603
<TOTAL-REVENUES> 3,949,603
<CGS> 0
<TOTAL-COSTS> 4,741,561
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 15,912
<INCOME-PRETAX> (824,258)
<INCOME-TAX> 2,864
<INCOME-CONTINUING> (827,122)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (827,122)
<EPS-BASIC> (.10)
<EPS-DILUTED> (.10)
</TABLE>
