<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 - September 30, 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
State the number of shares outstanding of each of the issuer's classes of common
equity, as of November 14, 2000: 8,568,162 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 September 30, 2000........................................ 3
Unaudited Consolidated Statements of
Operations for the three and nine months
ended September 30, 2000 and August 31, 1999................. 5
Unaudited Consolidated Statements of Cash
Flows for the nine months ended
September 30, 2000 and August 31, 1999....................... 6
Notes to Consolidated Financial Statements .................. 8
Item 2. Management's Discussion and Analysis
or Plan of Operation......................................... 11
PART II. Other Information............................................ 16
Item 4. Submission of Matters to a Vote of Security Holders.......... 16
Item 6. Exhibits and Reports on Form 8-K............................. 16
Signatures............................................................... 17
2
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PART I
FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
NEWS COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 2000
(UNAUDITED)
Assets:
Current Assets:
Cash $ 346,912
Accounts receivable [less: allowance for
doubtful accounts of $1,698,488] 3,158,439
Due from related parties 1,500
Other 208,880
----------
Total Current Assets 3,715,731
Property and equipment at cost- net 863,134
Intangible assets - net 2,690,003
Other - net 242,889
----------
Total Assets $7,511,757
==========
3
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NEWS COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 2000
(UNAUDITED)
<TABLE>
<CAPTION>
Liabilities and Stockholders' Equity:
Current liabilities:
<S> <C>
Accounts payable $ 2,498,945
Accrued expenses -
Payroll 340,139
Other 300,490
Unearned revenue 153,749
Capital lease, current 16,102
------------
Total current liabilities 3,309,425
------------
Capital lease, non-current 53,672
------------
Minority interest 567,358
------------
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) (21,470,798)
------------
Total 3,990,031
Less: Treasury stock 53,333 shares - at cost (408,729)
------------
Total Stockholders' Equity 3,581,302
------------
Total Liabilities and Stockholders' Equity $ 7,511,757
============
</TABLE>
4
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NEWS COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
------------------ -----------------
Sept 30, 2000 Aug 31, 1999 Sept 30, 2000 Aug 31, 1999
------------- ------------ ------------- ------------
Unaudited
---------
<S> <C> <C> <C> <C>
Net revenues $5,319,420 $5,354,006 $14,863,248 13,373,196
---------- ---------- ----------- -----------
Expenses:
Editorial 462,875 393,996 1,301,740 1,107,819
Production and Distribution 1,878,652 1,900,608 5,111,168 5,176,155
Selling 1,060,146 1,108,420 3,127,403 2,831,974
General and Administrative 1,732,953 1,736,438 5,511,474 4,786,626
Depreciation and Amortization 116,005 109,430 332,964 315,225
---------- ---------- ----------- -----------
Total expenses 5,250,631 5,248,892 15,384,749 14,217,799
---------- ---------- ----------- -----------
Operating Income (Loss) 68,789 105,114 (521,501) (844,603)
Gain/(Loss) on Sale of
Subsidiary (12,000) ---- 224,714 ----
Gain on Disposal of Unconsolidated
Entity ---- ---- 22,687 ----
---------- ---------- ----------- -----------
Income (Loss) Before Interest,
Minority Interest in Income of
Subsidiary and Taxes 56,789 105,114 (274,100) (844,603)
Interest Expense 2,464 35,682 20,613 173,515
Minority Interest in Income/(Loss)
of Subsidiary (3,300) 137,200 75,000 137,200
---------- ---------- ----------- -----------
Net Income (Loss) Before Taxes 57,625 (67,768) (369,713) (1,155,318)
Provision/(Benefit) for Income Taxes (1,576) 2,095 2,288 25,164
---------- ---------- ----------- -----------
Net Income (Loss) $ 59,201 $ (69,863) $ (372,001) $(1,180,482)
========== ========== =========== ===========
Net income (loss) per share -
basic and diluted $.01 $(.01) $(.04) $(.22)
========== ========== =========== ===========
Weighted average shares
Outstanding - basic and diluted 8,568,162 6,579,167 8,391,013 5,383,797
========== ========== =========== ===========
</TABLE>
5
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NEWS COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Nine Months Ended
-------------------------------------
September 30, 2000 August 31, 1999
------------------- ----------------
Unaudited
---------
Cash flows from operating activities:
<S> <C> <C>
Net Loss $ (372,001) $(1,180,482)
----------- -----------
Adjustments to Reconcile Net
Loss to Net Cash Used in Operating Activities:
Depreciation and Amortization 332,964 315,225
Provision for Doubtful Accounts 755,450 301,600
Minority Interest 75,000 137,200
Gain on Sale of Unconsolidated Entity (22,687) ----
Gain on Sale of Subsidiary (224,714) ----
Changes in Assets and Liabilities:
(Increase) Decrease in:
Accounts Receivable (1,804,745) (1,040,084)
Other Current Assets 45,958 216,218
Due from Related Parties 16,066 (19,844)
Other Assets 50,584 (749)
Increase (Decrease) in:
Accounts Payable and Accrued Expenses 368,616 (1,208,624)
Unearned Revenue 10,734 (854)
Due to Related Parties (191,250) 39,940
----------- -----------
Total Adjustments (588,024) (1,259,972)
----------- -----------
Net Cash Used in Operating Activities - forward (960,025) (2,440,454)
</TABLE>
6
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NEWS COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Nine Months Ended
-------------------------------------
September 30, 2000 August 31, 1999
------------------- ----------------
Unaudited
---------
<S> <C> <C>
Net Cash Used in Operating Activities -
forwarded (960,025) (2,440,454)
----------- -----------
Cash Flows from Investing Activities:
Capital Expenditures (536,023) (137,059)
Investment in Unconsolidated Subsidiaries (31,194) (5,057)
Proceeds from Sale of Assets 200,000 ----
Proceeds from Sale of Unconsolidated Entity 225,000 ----
----------- -----------
Net Cash Used in Investing Activities (142,217) (142,116)
----------- -----------
Cash Flows from Financing Activities:
Payment of Capital Lease Obligations (10,809) ----
Proceeds from Notes Payable ---- 1,200,000
Principal Payments - Notes Payable ---- (1,950,000)
Net Proceeds from Issuance of Common Stock 2,710,521 5,339,791
Payment of Related Party Notes Payable (2,500,000) ----
Dividend on Preferred Stock (846) (24,852)
----------- -----------
Net Cash Provided by Financing Activities 198,866 4,564,939
----------- -----------
Net Increase (Decrease) in Cash (903,376) 1,982,369
Cash, Beginning of Periods 1,250,288 123,621
----------- -----------
Cash, End of Periods $ 346,912 $ 2,105,990
=========== ===========
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for interest $ 5,809 $171,254
Capital lease obligation incurred $ 80,584 ----
Note receivable on sale of subsidiary $126,000 ----
</TABLE>
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, 1999 and the
one month ended December 31, 1999 and the related audited financial statements
included therein.
NCI's management is currently reviewing various opportunities to meet NCI's
funding requirements. Management believes it will be necessary to raise
additional funding in order to meet its projected cash requirements for the next
twelve months. There can be no assurance that the funding will be available or,
if available, that it can be obtained on a timely basis and on acceptable terms.
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 and nine months
ended September 30, 2000 and August 31, 1999.
C. New Authoritative Accounting Pronouncements
-------------------------------------------
In March 2000, the Financial Accounting Standards Board ("FASB") issued
Interpretation No. 44, "Accounting for Certain Transactions Involving Stock
Compensation - an Interpretation of APB No. 25 ("FIN No. 44"). FIN No. 44
clarifies the application of Opinion No. 25 for certain issues including: (a)
the definition of employee for purposes of applying Opinion No. 25, (b) the
8
<PAGE>
criteria for determining whether a plan qualifies as a noncompensatory plan, (c)
the accounting consequence of various modifications to the terms of a previously
fixed stock option or award, and (d) the accounting for an exchange of stock
compensation awards in a business combination. In general, FIN No. 44 is
effective July 1, 2000. NCI does not expect the adoption of FIN No. 44 to have a
material impact on its financial position or results of operations.
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.
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 2,095,430 947,053 1,148,377
Tradenames 2,850,000 1,308,374 1,541,626
--------- --------- ---------
4,945,430 2,255,427 2,690,003
========= ========= =========
E. Common Stock:
-------------
On January 31, 2000 NCI 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 the indebtedness
to D.H. Blair Investment Banking Corp. and Wilbur L. Ross.
F. Sale of Unconsolidated Subsidiary:
----------------------------------
On March 1, 2000, NCI completed the sale of our 50% interest in the New York
Blade News to its partner, the Washington Blade, Inc., for $225,000 resulting in
a net gain on the sale of $22,687.
G. Sale of Subsidiary
-------------------
On June 15, 2000, NCI completed the sale of substantially all of the assets and
liabilities of the
9
<PAGE>
Parkchester Publishing Co., Inc. ("Parkchester") to Metro North Media, Inc., for
$326,000 resulting in a net gain on the sale of $224,714. As part of the
proceeds, NCI received a non-interest bearing note receivable of $126,000 due in
equal installments over the next three years. This note is secured by certain
assets and revenue streams of Metro North Media, Inc.
10
<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. is a well established publisher of various weekly
community newspapers in the New York metropolitan area and related targeted
audience publications such as Dan's Papers in the Hamptons and The Hill in
Washington D.C., which covers congressional news and events. As of September 30,
2000, we published twenty weekly newspapers and one monthly.
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 third quarter of fiscal 1999 included the months of June, July, and
August 1999 while the third quarter of fiscal 2000 included the months of July,
August, and September 2000. Therefore, our management discussion compares these
slightly different time periods, referring to them as third quarter 1999 and
third quarter 2000. The net effect in this quarter and in the nine months is
not, in the opinion of our management, significant.
Sale of the Bronx Newspapers
In June 2000 the Company sold the assets of Parkchester, which included two
newspapers, the Bronx Press Review and the Riverdale Review. Since Parkchester
was the Company's smallest operation the impact on the year over year
comparisons is not significant. Therefore, unless noted, all year over year
comparisons will include the results from Parkchester up to the time of sale.
Results of Operations:
Three Months Ended September 30, 2000 Compared With Three Months Ended August
31, 1999
11
<PAGE>
Revenues
On a consolidated basis, revenue for the third quarter of 2000 was $5,319,420
compared to $5,354,006 in the third quarter of 1999, a decrease of less than
1%. Excluding revenue from Parkchester, which was sold in June 2000, revenue in
the third quarter 2000 increased by 2% to $5,319,420 from $5,206,889 in the
third quarter of 1999.
Among our individual operating units, The Hill continued its strong year with an
overall revenue increase of 28% in third quarter of 2000 compared to the third
quarter of 1999. The Hill benefited from the Republican and Democratic National
Conventions in July and August. The Queens Tribune's revenues increased 39%,
with classified advertising increasing 37% and display advertising increasing
28%. Revenue growth in Queens was aided by the introduction of a new
publication, the PRESS of Southeast Queens, which was launched in the middle of
May.
Operating Expenses
Operating expenses for the third quarter of 2000 were $5,250,631, virtually even
with operating expenses of $5,248,892 during the third quarter of 1999.
Editorial expenses for the third quarter of 2000 increased 17% compared with the
third quarter of 1999 primarily at The Hill and the Manhattan and Queens
newspapers, reflecting our ongoing commitment to strengthen editorial content.
The Hill had added expenses due to their coverage of the Republican and
Democratic National Conventions in July and August. The launch of the PRESS of
Southeast Queens contributed to the increase in editorial expenses. The new
newspaper, which commenced operations in May, was created to serve the African-
American community in the Southeast region of Queens.
Production and Distribution expenses decreased by 1% for the third quarter of
2000 compared with the third quarter of 1999 despite the added expenses
associated with the PRESS. This was primarily due to a slight decrease in
advertising revenues and the printing of fewer issues resulting from the sale of
Parkchester. Distribution costs, including employees and outside vendors, were
slightly lower for the quarter. Reduced expenses in Manhattan and Nassau offset
increased expenses at The Hill, due to extra circulation at the conventions.
Selling expenses decreased by 4% for the third quarter of 2000 compared with the
third quarter of 1999 as a result of lower commissions due to a decrease in both
display and classified advertising. Display advertising department expenses
decreased 11%, despite a large increase in Queens due to the launch of the
PRESS.
General and Administrative expenses were virtually the same in third quarter of
2000 compared to the third quarter of 1999. Depreciation and amortization
increased by 6% in the third quarter of 2000 compared to the third quarter in
1999.
Net Income
The company had net income of $59,201 in the third quarter of 2000 compared
with a net loss of
12
<PAGE>
$69,863 in the third quarter of 1999. On a per share basis, the company earned
$.01 in the third quarter of 2000 compared with a loss of $.01 in the third
quarter of 1999. Earnings before interest, taxes, depreciation and amortization
(EBITDA) increased 143% in the third quarter of 2000 to $188,094 from $77,344 in
the third quarter of 1999. EBITDA, a measure that is widely used among media
related businesses, is used in this report because management believes that it
is an effective way of monitoring the operating performance of our company.
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.
Nine Months Ended September 30, 2000 Compared With Nine Months Ended August 31,
1999
Revenues
On a consolidated basis, revenues for the first nine months of 2000 increased
$1,490,052 or 11% to $14,863,248 from $13,373,196 in the first nine months of
1999. In the nine-month period, display advertising increased 13% to $11,223,480
in 2000 from $9,962,368 in 1999; classified advertising increased 5% to
$1,953,782 in 2000 from $1,867,651 in 1999; and legal notice advertising revenue
increased 6% during the same period. Excluding results from Parkchester, which
was sold in June 2000, overall revenue increased 13%, display advertising
increased 14%, classified advertising increased 7% and legal notice advertising
increased 20% in the first three quarters of 2000 as compared to the first three
quarters of 1999.
Among the individual operating units, The Hill continued its strong year with
revenue growth of 46% for the first nine months of 2000 compared with the first
nine months of 1999. An investment in editorial has helped the sales team to
continue to increase market share in the area of advocacy advertising. An active
Congressional calendar and the Presidential election helped The Hill achieve
record results. The Queens Tribune's revenues increased 28% in the first nine
months of 2000 compared with the first nine months of 1999, with classified
advertising increasing 44% and display advertising increasing 16%. Revenue
growth in Queens was aided by the introduction of a new publication, the PRESS
of Southeast Queens, which began publication in mid May. Total revenue at Dan's
Papers increased 16% for the first nine months of 2000 compared with the first
nine months of 1999, as the paper capitalized on its 40th anniversary by
publishing an extra commemorative issue. In Manhattan, display, classified and
legal notice advertising combined increased by 5% in the first nine months of
2000 compared to the first nine months of 1999. Display advertising revenue
decreases in Brooklyn and Nassau outweighed increases in classified in both
groups and legal notice revenue growth in Nassau.
Operating Expenses
Operating expenses during the first nine months of 2000 were $15,384,749, an
increase of 8% compared with operating expenses of $14,217,799 during the first
nine months of 1999. Approximately $525,000 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 previous practice.
13
<PAGE>
Despite revenue growth of 11% during the first nine months of 2000, total costs
of goods sold increased by only 2%. These costs include manufacturing and
distribution of the newspapers and personnel costs in the areas of editorial,
production and distribution. Increases in editorial costs were offset by
decreases in manufacturing and distribution expenses. Total selling expenses,
which include salaries and commissions for display and classified advertising
personnel and marketing expenses, grew 10% in the first nine months of 2000. The
primary reason for this increase was the large revenue increases at The Hill,
Dan's Papers and in the Queens operation as we began publication of a new
newspaper in May 2000.
Net Income
We had a net loss of $372,001 in the first nine months of 2000 compared with a
net loss of $1,180,482 in the first nine months of 1999, an improvement of
$808,481. On a per share basis, we lost $.04 in the first nine months of 2000
compared with a loss of $.22 in the first nine months of 1999. Operating losses
before interest, taxes, depreciation and amortization (EBITDA), excluding the
gain on the sale of Parkchester in June of 2000 and the sale of our interest in
the New York Blade News in March 2000, improved by $403,041 in the first nine
months of 2000 to a loss of $263,537 from a loss of $666,578 in the first nine
months 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.
Sale of the Bronx Newspapers
On June 15, 2000, we completed the sale of substantially all the assets and
liabilities of our Parkchester Publishing Co., Inc. to Metro North Media, Inc.
for $326,000. Metro North was a newly formed company controlled by our former
publisher. Parkchester was the publisher of two weekly newspapers in the Bronx,
The Bronx Press Review and the Riverdale Review. The Bronx Press Review was
acquired by the company in 1993 and the Riverdale Review was started by the
company in 1994. The Parkchester subsidiary consistently lost money and
management believed the sale would help allow it to focus on growing its other
properties. Consistent with its stated mission to turn the company around,
senior management decided the investment needed to attain the desirable level of
success with the Bronx publications was greater than the upside potential of the
operation.
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 had 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.
14
<PAGE>
Retirement of Outstanding Indebtedness
As described in "Liquidity and Capital Resources" below, on January 31, 2000, we
effectively converted our outstanding indebtedness of $2,500,000 into equity. As
a result, we expect to save more than $200,000 in interest payments during 2000.
For the first nine months of 2000 interest expense was $20,613 compared with
$173,515 for the nine months of 1999.
Liquidity and Capital Resources
During the first nine months of 2000, the total cash used in operations was
$960,025, driven primarily by a net loss of $372,001 for the period and an
increase in net accounts receivable of $1,049,295. Cash used in investing
activities totaled $142,217 as capital expenses of approximately $536,000 were
offset by the $225,000 in proceeds from the sale of our 50% interest in the New
York Blade and the $200,000 in proceeds from the sale of the net assets of
Parkchester.
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 from the sale of these shares was used
to repay 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 $198,865.
As of September 30, 2000, we had current assets of $3.7 million, including cash
of approximately $347,000. At September 30, 2000 we had as excess of current
assets over current liabilities in the amount in the amount of approximately
$406,000. Management believes it will be necessary to raise additional funding
in order to provide sufficient liquidity to meet operating and capital
requirements over the next twelve months. There can be no assurance that the
funding will be available or, if available, that it can be obtained on a timely
basis and on acceptable terms.
15
<PAGE>
Part II.
OTHER INFORMATION
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On July 25, 2000, the Company held its annual meeting of stockholders. At
the meeting, the following actions took place:
1. The stockholders re-elected Martin A. Bell, Steven Farbman, Jerry
Finkelstein, Martin Mendelsohn, Robert E. Nederlander, Steven Price, Wilbur L.
Ross, Michael Schenkler and Gary Weiss as directors of the Company. The number
of votes for and against each of them was as follows:
Director Name For Against Withheld
Martin A. Bell 5,508,352 0 1,511
Steven Farbman 5,508,322 0 1,544
Jerry Finkelstein 5,508,322 0 1,573
Martin Mendelsohn 5,508,248 0 1,618
Robert E. Nederlander 5,508,322 0 1,544
Steven Price 5,508,355 0 1,493
Wilbur L. Ross 5,508,355 0 1,511
Michael Schenkler 5,508,355 0 1,511
Gary Weiss 5,508,248 0 1,618
2. The stockholders approved the adoption of the News Communications, Inc.
2000 Stock Incentive Plan. 2,639,457 shares were voted for the amendment, 4,713
shares were voted against the amendment, no shares were withheld and 511 shares
abstained.
3. The stockholders ratified the approval of BDO Seidman LLP to serve as
the Company's auditors for the fiscal year ending December 31, 2000. 5,459,049
shares were voted for the appointment, 221 shares were voted against the
appointment, no shares were withheld and 50,596 shares abstained.
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
16
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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: November 14, 2000 By: /s/ Steven Farbman
----------------------------
Steven Farbman, President & Chief Executive
Officer
Date: November 14, 2000 By: /s/ Paul Mastronardi
---------------------------
Paul Mastronardi, Chief Financial Officer
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