UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[x] QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 For the quarterly period ended - March 31, 2002
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from
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Commission File Number 0-18299
NEWS COMMUNICATIONS, INC.
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(Exact name of small business issuer as specified in its charter)
Nevada 13-3346991
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
2 Park Avenue, New York, New York 10016
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(Address of principal executive offices)
(212) 689-2500
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(Issuer's telephone number)
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(Former name, former address and former fiscal year,
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
-- --
The number of shares of common stock outstanding as of May 14, 2002 was
10,685,811.
Transitional Small Business Disclosure Format (check one) Yes No X
--- ---
NEWS COMMUNICATIONS, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
PAGE
PART I. Financial Information
Item 1. Financial Statements
Unaudited Consolidated Balance Sheet
at March 31, 2002.................................................. 3
Unaudited Consolidated Statements of Operations
for the three months ended March 31, 2002 and 2001................. 4
Unaudited Consolidated Statements of Cash Flows for
the three months ended March 31, 2002 and 2001..................... 5
Notes to Consolidated Financial Statements......................... 6
Item 2. Management's Discussion and Analysis
or Plan of Operation............................................... 8
PART II. Other Information
Item 6. Exhibits and Reports on Form 8-K...................................12
Signatures......................................................................13
2
PART I
FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
NEWS COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 2002
(Unaudited)
Assets:
Current assets:
Cash $ 532,607
Accounts receivable - net of allowance for
doubtful accounts of $1,209,792 1,443,867
Other 182,791
------------
Total current assets 2,159,265
Restricted cash 102,781
Notes receivable 675,000
Property and equipment at cost - net 535,782
Intangible assets - net 770,338
Other - net 107,128
------------
Total assets $ 4,350,294
============
Liabilities and stockholders' equity:
Current liabilities:
Accounts payable $ 785,632
Accrued expenses 1,082,677
Income taxes payable 34,575
Unearned revenue 133,336
Capital leases, current portion 16,102
Due to related parties 217,117
Other current liabilities 300,000
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Total current liabilities 2,569,439
Capital leases, net of current portion 30,862
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Total liabilities 2,600,301
Minority interest 687,438
Stockholders' equity:
Preferred stock, $1.00 par value; 500,000 shares authorized: 192,535 shares
issued and outstanding: $2,044,500 aggregate liquidation value 192,535
Common stock, $.01 par value; authorized 100,000,000
shares; 10,844,144 shares issued and 10,685,811 outstanding 108,441
Paid-in-capital preferred stock 1,703,349
Paid-in-capital common stock 25,550,672
Deficit (26,000,713)
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1,554,284
Less: Treasury stock, (158,333 common shares) - at cost (491,729)
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Total stockholders' equity 1,062,555
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Total liabilities and stockholders' equity $ 4,350,294
============
See accompanying notes to unaudited financial statements.
3
NEWS COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
Three Months Ended
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March 31, 2002 March 31, 2001
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(Unaudited)
Net revenues $ 2,489,107 $ 3,345,848
----------- ------------
Expenses:
Editorial 275,876 417,351
Production and distribution 683,152 1,194,805
Selling 642,569 897,108
General and administrative 1,257,040 1,632,582
Asset impairment charge 0 400,000
Depreciation and amortization 60,725 124,817
----------- ------------
Total expenses 2,919,362 4,666,663
----------- ------------
Loss before interest, minority
interest in income of subsidiary and taxes (430,255) (1,320,815)
Interest income (expense), net 4,693 (21,013)
Minority interest in income of subsidiary (45,000) (32,499)
----------- ------------
Net Loss before Taxes (470,562) (1,374,327)
Provision for income taxes (27,500) (100)
----------- ------------
Net Loss $ (498,062) $ (1,374,427)
=========== ============
Net loss per common share -
basic and diluted ($0.05) ($0.16)
=========== ============
Weighted average number of common
shares outstanding - basic and diluted 10,685,811 8,470,536
=========== ============
See accompanying notes to unaudited financial statements.
4
News Communications, Inc. and Subsidiaries
Consolidated Statement of Cash Flows
For the three months ended March 31
2002 2001
-----------------------------
(Unaudited)
Cash flows from operating activities:
Net Loss $(498,062) $(1,374,427)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 60,725 124,817
Provision for doubtful accounts 77,200 129,343
Minority interest 45,000 32,499
Asset impairment charge 0 400,000
Changes in assets and liabilities:
(Increase) decrease in:
Accounts receivable 2,755 206,109
Other current assets 7,946 (17,331)
Restricted cash (476) 0
Other assets 16,318 12,745
Increase (decrease) in:
Accounts payable and accrued expenses 212,198 195,396
Other liabilities 25,110 0
Related party payable 3,945 23,738
-----------------------------
Net cash used in operating activities (47,341) (267,111)
Cash flows used in investing activities:
Capital expenditures (12,250) (235,820)
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Cash flows from financing activities:
Payment of capital lease obligations (4,025) (4,025)
Proceeds from related party note payable 0 200,000
Dividend on preferred stock (282) (282)
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Net cash provided by (used in) financing activities (4,307) 195,693
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Net decrease in cash (63,898) (307,238)
Cash, beginning of period 596,505 694,390
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Cash, end of period $ 532,607 $ 387,152
=============================
Supplemental disclosures of cash flow information:
Cash paid during the period for interest $ 5,423 $ 941
Cash paid during the period for income taxes 29,841 48,053
See accompanying notes to unaudited financial statements.
5
NEWS COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
A. Basis of Presentation:
In the opinion of News Communications, Inc.'s ("NCI" or "the Company")
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 December 31, 2001 and the
related audited financial statements included therein.
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 752,235 options and 3,432,222 warrants 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, 2002 and 2001.
C. New Authoritative Accounting Pronouncements:
In June 2001, the Financial Accounting Standards Board finalized FASB Statements
No. 141, Business Combinations (SFAS 141), and No. 142, Goodwill and Other
Intangible Assets (SFAS 142). SFAS 141 requires the use of the purchase method
of accounting and prohibits the use of the pooling-of-interests method of
accounting for business combinations initiated after June 30, 2001. SFAS 141
also requires that the Company recognize acquired intangible assets apart from
goodwill if the acquired intangible assets meet certain criteria. SFAS 141
applies to all business combinations initiated after June 30, 2001 and for
purchase business combinations completed on or after July 1, 2001. It also
requires, upon adoption of SFAS 142, that the Company reclassify the carrying
amounts of intangible assets and goodwill based on the criteria in SFAS 141. The
Company adopted SFAS 141 on July 1, 2001.
As of January 1, 2002, the Company adopted SFAS 142, which requires, among other
things, that companies no longer amortize goodwill, but instead test goodwill
for impairment at least annually. In addition, SFAS 142 requires that the
Company identify reporting units for the purposes of assessing potential future
impairments of goodwill, reassess the useful lives of other existing recognized
intangible assets, and cease amortization of intangible assets with an
6
indefinite useful life. An intangible asset with an indefinite useful life
should be tested for impairment in accordance with the guidance in SFAS 142.
SFAS 142 is required to be applied in fiscal years beginning after December 15,
2001 to all goodwill and other intangible assets recognized at that date,
regardless of when those assets were initially recognized. SFAS 142 requires the
Company to complete a transitional goodwill impairment test six months from the
date of adoption. The Company is also required to reassess the useful lives of
other intangible assets within the first interim quarter after adoption of SFAS
142.
The Company's previous business combinations were accounted for using the
purchase method. As of March 31, 2002, the net carrying amount of goodwill is
$262,682 and other intangible assets is $507,656. Amortization expense relating
to the above goodwill during the year ended December 31, 2001 was approximately
$36,000. The Company is in the process of completing the first step of the
transitional goodwill impairment test and intends to complete the test within
six months from the date of adoption. Any impairment as a result of the
impairment test would be recognized as of the first quarter of 2002.
The impact of goodwill amortization on first quarter of 2001 net loss and loss
per common share was $21,523 and $.003, respectively. Had the Company adopted
SFAS 142 on January 1, 2001, first quarter 2001 net loss would have been
($1,352,904), and the loss per common share would have been ($.16). The Company
continues to amortize intangible assets that have finite lives (see Note D).
In August 2001, the Financial Accounting Standards Board issued SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets," which
addresses financial accounting and reporting for the impairment or disposal of
long-lived assets and supersedes SFAS No. 121 and the accounting and reporting
provisions of APB Opinion No. 30 for a disposal of a segment of a business. SFAS
144 is effective for fiscal years beginning after December 15, 2001, with
earlier application encouraged. The Company adopted SFAS 144 as of January 1,
2002, and the adoption of the Statement has had no impact on the Company's
financial position or results of operations.
D. Intangible Assets:
A breakdown of Intangible Assets is as follows:
Cost Amortization Net
--------- ------------ --------
Goodwill 712,359 449,677 262,682
Trade names 1,425,000 917,344 507,656
--------- --------- --------
2,137,359 1,367,021 770,338
========= ========= ========
The aggregate trade names amortization expense for the next five years is
estimated to be $71,250 per year.
E. Subsequent Event:
Effective on May 14, 2002, the controlling shareholders extended the date of
May 15, 2002 to June 28, 2002, by which a plan pursuant to which the Company
would become a private company could be proposed. This was pursuant to a Letter
Agreement, dated May 8, 2001, between the Company, James A. Finkelstein and
holders of a majority of the Company's outstanding shares, wherein these
controlling shareholders agreed, subject to certain conditions, to vote in
favor of consummating a plan pursuant to which the Company would become a
private entity, if such plan were as described in the Letter Agreement and if
such plan were proposed before May 15, 2002. Such transaction, if consummated,
would result in Mr. Finkelstein owning a majority of the shares of NCI.
7
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 an established publisher of various weekly
advertiser-supported 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 March 31,
2002 we published 6 weekly newspapers (Dan's Papers, Montauk Pioneer, The Hill,
Queens Tribune, Western Queens Tribune, Press of Southeast Queens).
NCI Critical Accounting Policies
The following discussion and analysis of the financial condition and
operating results are based upon the consolidated financial statements of the
Company, which have been prepared in accordance with generally accepted
accounting principles.
Revenue Recognition. We believe our most critical accounting policies
include revenue recognition. Display advertising revenues are earned when the
advertisements appear in our publications. Approximately 76% of revenues from
continuing operations are from display advertising sales and 18% is from
classified advertising sales. Unearned revenues of approximately $133,000 at
March 31, 2002 represent future classified advertisement for which customers
have paid in advance.
Allowance for Uncollectible Accounts Receivable. The preparation of
financial statements requires management to make estimates of the collectability
of our accounts receivable. Management specifically analyzes accounts receivable
and historical bad debts, customer credit-worthiness and current economic trends
when evaluating the adequacy of the allowance for doubtful accounts. Our
accounts receivable balance was approximately $1.4 million, net of allowance for
doubtful accounts at March 31, 2002.
Long-Lived Assets. Long-lived assets such as intangibles and property
and equipment are amortized over their useful lives. Useful lives are based on
management's estimates of the period that the assets will generate revenue.
Intangible assets are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. Other than the loss on sale of subsidiaries, no impairment losses
have been necessary through March 31, 2002.
8
Income Taxes. We have a history of operating losses. These losses
generated a sizeable federal tax net operating loss, or NOL, carryforward of
approximately $8.3 million as of March 31, 2002. Generally accepted accounting
principles require that we record a valuation allowance against the deferred tax
asset associated with this NOL if it is "more likely than not" that we will not
be able to utilize it to offset future taxes. We have provided a 100% valuation
allowance on deferred tax assets resulting from the NOL. We currently provide
for income taxes only to the extent that we expect to pay cash taxes (primarily
state and local taxes and the federal alternative minimum tax) for current
income. It is possible that the Company could become profitable and that a
portion or all of the NOL carry forward would be realized. Upon reaching that
conclusion, the estimated net realizable value of the deferred tax asset would
be recorded and a provision for income taxes would be established at the
combined federal and state effective rates.
Results of Operations:
Three Months Ended March 31, 2002 Compared With Three Months Ended March 31,
2001
Revenues
Primarily due to the sale of several business units, revenues for the first
quarter of 2002 decreased 26% to $2,489,107 compared with $3,345,848 in the
first quarter of 2001. Excluding results from sold businesses (Nassau and
Manhattan newspapers that were sold in April and August 2001), overall revenue
increased $287,793, or 13%, compared with the three months ended March 31, 2001.
Variances in specific revenue categories excluding revenues from sold businesses
for the three month period are as follows: Display advertising, which
represented 76% of total revenues, increased by 12% to $1,896,760 in the first
quarter of 2002 from $1,692,456 in the first quarter of 2001. Classified
advertising increased 24%, and commercial printing increased 29%.
Among our individual operating units, total revenues for The Hill were 19%
higher in the first quarter of 2002 compared to the first quarter of 2001
primarily because of strong display advertising performance. Revenues for Dan's
Papers were 34% higher with significant increases in both display and classified
advertising of 23% and 61%, respectively. Revenues for the Queens Tribune were
down 6%, due primarily to display advertising, however revenues from commercial
printing increased 29%.
Operating Expenses
Operating expenses for the first quarter of 2002 were $2,919,362, a decrease of
37%, primarily due to the sale of several business units, compared with
operating expenses of $4,666,663 during the first quarter of 2001. As a result
of a contract we entered into during the first quarter of 2001 for the sale of
the assets of Nassau Newspaper Group, an asset impairment charge of $400,000 was
recognized in the first quarter of 2001 to adjust the value of intangible
assets. Excluding this impairment charge and the operating expenses from sold
businesses (Nassau and Manhattan newspapers that were sold in April and August
2001), operating expenses for the first quarter of
9
2002 increased $61,291, or 2%, from $2,858,071 during the three months ended
March 31, 2001 compared to $2,919,362 for the three months ended March 31, 2002.
Variances in specific expense categories, excluding the sold businesses, were as
follows: editorial, production and distribution expenses were 25% lower for the
three months ended March 31, 2002 compared to the three months ended March 31,
2001 because of manufacturing and distribution cost efficiencies at Dan's Papers
and Queens Tribune. Selling expenses were 14% higher for the three months ended
March 31, 2002 compared to the same quarter in the previous year because of
increased sales commissions driven by strong advertising sales growth at The
Hill and Dan's Papers and new development costs at The Hill. General and
administrative expenses were essentially flat with an increase of 3% for the
three months ended March 31, 2002 compared to the three months ended March 31,
2001. Depreciation and amortization decreased by $38,875 or 39% primarily due to
the adoption of SFAS 142.
Provision for Income Taxes
The Company recorded a provision of $27,500 for state and local income taxes
for the first quarter of 2002.
Income
EBITDA (earnings before interest, taxes, depreciation and amortization) for the
first quarter of 2002, historically the Company's weakest quarter, improved by
$813,965 from a loss of $1,228,497 in the first quarter of 2001 to a loss of
$414,532 in the first quarter of 2002. This variance was due in part to strong
growth in advertising sales, manufacturing and distribution cost efficiencies,
the completion in August 2001 of the sale of subsidiaries that have historically
lost money, a concentration on core products, and a one-time asset impairment
charge in the first quarter of 2001 of $400,000. Excluding the impairment
charge, the improvement was $413,965. EBITDA, a measure 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 does not include gains or losses from the sale of subsidiaries.
EBITDA, excluding the losses of the sold businesses, for the first quarter of
2002 improved by $575,176, to a loss of $414,532, compared to an operating loss
of $989,708 for the same period in 2001. This is primarily attributed to the
revenue gains of $287,793, a decrease in manufacturing and distribution costs of
$15,426, offset by a moderate increase in selling expenses of $78,883 and in
general and administrative of $36,709, and the $400,000 asset impairment charge
in the first quarter of 2001.
Net loss for the first quarter of 2002 decreased $876,365 to $498,062 from a net
loss of $1,374,427 for the first quarter of 2001. This is due largely to the net
losses of $268,000 generated in the first quarter of 2001 by subsidiaries that
were sold, revenue gains of approximately $288,000 in the first quarter of 2002,
and a $400,000 impairment charge in the first quarter of 2001. Additionally,
approximately $79,000 was attributed to higher selling and administrative costs.
The $.05 loss per share in the first quarter of 2002 improved from a $.16 loss
per share in the first quarter of 2001.
Liquidity and Capital Resources
Cash as of March 31, 2002 was $532,607, excluding restricted cash of
$102,781, compared with $387,152 for the same period in 2001.
During 2001 we sold subsidiaries that historically did not generate
positive cash flow. Additionally, the Company implemented cash management
improvements in the fourth quarter of
10
2001 and is now realizing increased cash flow compared to the previous year. As
of March 31, 2002, cash used in operating activities was approximately $47,000
compared with cash used in operating activities as of March 31, 2001 of
approximately $267,000. Management believes that with its existing cash position
and the increased cash flow due to the increasing strength of our businesses and
the increased cash flow due to the seasonality of our businesses during the
second and third quarters, we will have sufficient working capital to fund our
operations for the next twelve months.
Capital expenditures were $12,250 and payments on capital leases were
$4,025 during the first quarter of 2002.
As of March 31, 2002, we had current assets of $2,159,265 including
cash of approximately $533,000. At March 31, 2002 we had an excess of
current liabilities over current assets in the amount of approximately $410,000.
Historically, the first quarter is the weakest for the Company and increased
cash flow in the second and third quarter will reflect the seasonality of our
business.
11
PART II
OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
None
(b) Reports on Form 8-K
None
12
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.
Date: May 15, 2002 By: /s/ James A. Finkelstein
---------------------------------------------
James A. Finkelstein, President
Date: May 15, 2002 By: /s/ E. Paul Leishman
---------------------------------------------
E. Paul Leishman, Chief Financial Officer
13