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 - September 30, 2001
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ___________
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 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 November 9, 2001 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 September 30, 2001............................................ 3
Unaudited Consolidated Statements of
Operations for the three and nine months ended
September 30, 2001 and 2000....................................... 5
Unaudited Consolidated Statements of Cash
Flows for the nine months ended
September 30, 2001 and 2000....................................... 6
Notes to Consolidated Financial Statements........................ 8
Item 2. Management's Discussion and Analysis
or Plan of Operation............................................... 11
PART II. Other Information
Item 2. Changes in Securities and Use of Proceeds......................... 16
Item 6. Exhibits and Reports on Form 8-K.................................. 16
Signatures................................................................................... 17
2
PART I
FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
NEWS COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 2001
(UNAUDITED)
Assets:
Current Assets:
Cash $ 867,458
Accounts receivable - net of allowance for
doubtful accounts of $1,405,198 2,255,509
Other 157,284
----------
Total Current Assets 3,280,251
Notes Receivable 725,000
Property and equipment at cost- net 599,802
Intangible assets - net 814,867
Other - net 133,100
----------
Total Assets $5,553,020
==========
See accompanying notes to unaudited financial statements.
3
NEWS COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 2001
(UNAUDITED)
Liabilities and Stockholders' Equity:
Current liabilities:
Accounts payable $ 794,209
Accrued expenses -
Payroll 603,473
Other 499,683
Income Taxes Payable 71,052
Unearned revenue 54,137
Due to related parties 209,139
Capital leases, current portion 16,102
----------
Total current liabilities 2,247,795
Capital leases, net of current portion 37,570
Other long-term liabilities 300,000
----------
Total liabilities 2,585,365
----------
Minority interest 698,935
----------
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;
10,825,038 shares issued and 10,666,705 outstanding 108,250
Paid-in-capital preferred stock 1,748,350
Paid-in-capital common stock 25,500,863
Accumulated deficit (24,794,549)
----------
2,760,449
Less: Treasury stock, (158,333 common shares) - at cost (491,729)
----------
Total Stockholders' Equity 2,268,720
----------
Total Liabilities and Stockholders' Equity $5,553,020
==========
See accompanying notes to unaudited financial statements.
4
NEWS COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended Nine Months Ended
----------------------------------- --------------------------------------
Sept 30, 2001 Sept 30, 2000 Sept 30, 2001 Sept 30, 2000
---------------- ------------------ ------------------ ------------------
Unaudited
--------------------------------------
Net revenues $ 3,713,486 $ 5,319,420 $ 11,519,480 $ 14,863,248
------------ ------------ ------------ ------------
Expenses:
Editorial 329,079 462,875 1,156,475 1,301,740
Production and Distribution 1,286,211 1,878,652 3,962,630 5,111,168
Selling 746,112 1,060,146 2,578,981 3,127,403
General and Administrative 1,197,461 1,732,953 4,537,038 5,511,474
Depreciation and Amortization 79,476 116,005 302,962 332,964
------------ ------------ ------------ ------------
Total expenses 3,638,339 5,250,631 12,538,086 15,384,749
------------ ------------ ------------ ------------
Operating Income (Loss) 75,147 68,789 (1,018,606) (521,501)
Gain (Loss) on Sale of
Subsidiary (96,621) (12,000) (892,555) 224,714
Gain on Disposal of Unconsolidated,
Entity 0 0 0 22,687
------------ ------------ ------------ ------------
Income (Loss) Before Interest,
Minority Interest in Income (Loss) of
Subsidiary and Taxes (21,474) 56,789 (1,911,161) (274,100)
Interest Income (Expense) 5,002 (2,464) (37,676) (20,613)
Minority Interest in Income (Loss) of
Subsidiary 32,499 (3,300) 97,497 75,000
------------ ------------ ------------ ------------
Net Income (Loss) Before Taxes (48,971) 57,625 (2,046,334) (369,713)
Provision (Benefit) for Income Taxes 38,240 (1,576) 43,190 2,288
------------ ------------ ------------ ------------
Net Income (Loss) ($87,211) $59,201 ($2,089,524) ($372,001)
============ ============ ============ ============
Net income (Loss) per share -
basic and diluted ($0.01) $0.01 ($0.22) ($0.04)
============ ============ ============ ============
Weighted average shares
Outstanding - basic and diluted 10,666,705 8,568,162 9,427,840 8,391,013
============ ============ ============ ============
See accompanying notes to unaudited financial statements.
5
NEWS COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months Ended
------------------------------------
Sept 30, 2001 Sept 30, 2000
------------------------------------
Unaudited
------------------------------------
Cash flows from operating activities:
Net Loss ($2,089,524) ($372,001)
------------------------------------
Adjustments to Reconcile Net
Loss to Net Cash Used in Operating Activities:
Depreciation and Amortization 302,962 332,964
Provision for Doubtful Accounts 412,244 755,450
Minority Interest 97,497 75,000
(Gain) Loss on Sale of Subsidiary 892,555 (224,714)
(Gain) Loss on Sale of Unconsolidated Entity 0 (22,687)
Changes in Assets and Liabilities:
(Increase) Decrease in:
Accounts Receivable (897,624) (1,804,745)
Other Current Assets 16,038 45,958
Due from Related Parties 0 16,066
Other Assets 32,266 50,584
Increase (Decrease) in:
Accounts Payable and Accrued Expenses 220,073 981,407
Accrued Payroll (168,183) (612,791)
Income Taxes Payable 90,000 0
Unearned Revenue 12,802 10,734
Due to Related Parties 0 (191,250)
Other Liabilities 53,143 0
------------------------------------
Total Adjustments 1,063,773 (588,024)
------------------------------------
Net Cash Used in Operating Activities - forward (1,025,751) (960,025)
See accompanying notes to unaudited financial statements.
6
NEWS COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months Ended
------------------------------------
Sept 30, 2001 Sept 30, 2000
------------------------------------
Unaudited
------------------------------------
Net Cash Used in Operating Activities - forward (1,025,751) (960,025)
------------------------------------
Cash Flows from Investing Activities:
Capital Expenditures (378,386) (536,023)
Investment in Unconsolidated Subsidiaries 0 (31,194)
Proceeds from Sale of Subsidiary 635,000 200,000
Proceeds from Sale of Unconsolidated Entity 0 225,000
------------------------------------
Net Cash Provided by (Used in) Investing Activities 256,614 (142,217)
------------------------------------
Cash Flows from Financing Activities:
Payment of Capital Lease Obligations (12,077) (10,809)
Net Proceeds from Issuance of Common Stock and Warrants 750,000 2,710,521
Payment of Related Party Notes Payable (304,011) (2,500,000)
Issuance of Related Party Notes Payable 509,139 0
Dividend on Preferred Stock (846) (846)
------------------------------------
Net Cash Provided by Financing Activities 942,205 198,866
------------------------------------
Net Increase (Decrease) in Cash 173,068 (903,376)
Cash, Beginning of Periods 694,390 1,250,288
------------------------------------
Cash, End of Periods $867,458 $346,912
====================================
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for interest $55,892 $5,809
Non cash activities:
Purchases of equipment under capital leases $44,888 $80,584
Conversion of related party notes payable
and accrued interest to common stock ($1,196,169) $0
Disposal of assets - notes receivable $725,000 $126,000
See accompanying notes to unaudited financial statements.
7
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, 2000 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 the options and warrants 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, 2001 and 2000.
C. New Authoritative Accounting Pronouncements:
In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards No. 141, "Business Combinations" (SFAS 141)
which supersedes APB Opinion No. 16, "Business Combinations". SFAS No. 141
eliminates the pooling-of-interests method of accounting for business
combinations and modifies the application of the purchase accounting method. The
elimination of the pooling-of-interests method is effective for transactions
initiated after June 30, 2001. The remaining provisions of SFAS No. 141 will be
effective for transactions accounted for using the purchase method that are
completed after June 30, 2001. The Company does not anticipate the new standard
will have any effect on its financial statements.
In June 2001, the FASB also issued Statement of Financial Accounting Standards
No. 142, "Goodwill and Intangible Assets" (SFAS No. 142), which supersedes APB
Opinion No. 17, "Intangible Assets". SFAS No. 142 eliminates the current
requirement to amortize goodwill and indefinite-lived intangible assets,
addresses the amortization of intangible assets with a defined life and
addresses the impairment testing and recognition for goodwill and intangible
assets. SFAS 142 will apply to goodwill and intangible assets arising from
transactions completed
8
before and after the Statement's effective date. SFAS No. 142 is effective for
fiscal 2002. The Company is currently reviewing the statement and has not yet
determined the impact adoption of SFAS No. 142 will have on its financial
statements.
D. Intangible Assets:
A breakdown of Intangible Assets is as follows:
Cost Amortization Net
------------ ------------ ----------
Goodwill 712,359 440,773 271,586
Trade names 1,425,000 881,719 543,281
--------- ---------- --------
2,137,359 1,322,492 814,867
========= ========= ========
E. Sale of Subsidiaries:
On April 30, 2001, NCI completed the sale of substantially all of the assets and
liabilities of the Nassau Community Newspaper Group, Inc. and South Shore
Publishers, Inc. ("Nassau") to NCN Acquisition LLC for $450,000, resulting in a
net loss of approximately $523,000. As part of the proceeds, NCN Acquisition LLC
issued NCI a note in the aggregate principal amount of $175,000 with interest of
6.25% per annum. Accrued and unpaid interest is payable on each of the first and
second anniversary dates. The outstanding balance of $175,000 plus accrued and
unpaid interest is payable on the third anniversary date. The note is secured by
all of the assets of NCN Acquisition LLC .
On August 3, 2001, NCI completed the sale of Manhattan Newspaper Group
("Manhattan") to Manhattan Media Corp. for $910,000 resulting in a net loss of
approximately $345,000, including $250,000 accrued in the previous quarter. As
part of the proceeds, Manhattan Media Corp issued to NCI a note in the principal
amount of $550,000 with interest of 5% per annum. A principal payment of $50,000
plus accrued interest on the outstanding balance is payable on each of the first
and second anniversary dates. The remaining principal balance of the note
together with all other amounts including accrued interest is payable by
Manhattan Media Corp. to the Company on August 3, 2004. The note is secured by
all of the assets of the companies comprising the Manhattan Newspaper Group and
a pledge of the shares of the stock of each of the companies comprising the
Manhattan Newspaper Group.
F. Common Stock:
Pursuant to the terms of a Subscription Agreement which was consummated on June
4, 2001, the President acquired 750,000 shares of NCI's common stock at $1.00
per share, of which 500,000 shares were purchased in June 2001 and the balance
were purchased on July 31, 2001. The Company also issued to the President in
consideration for his investment in NCI 250,000 additional shares of common
stock that a related party surrendered to the Company. The President may be
required to transfer these shares back to the related party upon the occurrence
of certain events. As further consideration for the investment by the President,
the Company issued to the President 5-year warrants to purchase 3,000,000 shares
of common stock, of which 1,000,000 warrants have an initial exercise price of
$1.10 per share, 1,000,000 warrants have an initial exercise price of $1.50 per
share, and 1,000,000 warrants have an initial exercise price of
9
$2.00 per share. The warrants are not exercisable until May 16, 2002.
Also in June 2001, the Company issued an aggregate of 1,196,169 shares of common
stock upon the conversion of the $1,150,000 aggregate principal amount of the
Company's 8% Convertible Notes and accrued interest thereon and the Company sold
250,000 shares of Common Stock at a price of $1.00 per share which were
subsequently surrendered to the Company.
10
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
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, 2001 we
published 6 weekly newspapers (Dan's Papers, Montauk Pioneer, The Hill, Queens
Tribune, Western Queens Tribune, Press of Southeast Queens).
Results of Operations:
Three Months Ended September 30, 2001 Compared With Three Months Ended September
30, 2000
Revenues
Primarily due to the sale of several business units, revenues for the third
quarter of 2001 decreased 30% to $3,713,486 compared with $5,319,420 in the
third quarter of 2000. Excluding results from sold businesses (Bronx, Brooklyn,
Nassau and Manhattan newspapers that were sold in June and December 2000 and
April and August 2001), overall revenue decreased $172,297 or 5%, compared with
the three months ended September 30, 2000 and reflects the overall advertising
softness in the industry that was further impacted by the terrorist attack in
New York City and Washington, DC on September 11, 2001. Variances in specific
revenue categories excluding revenues from sold businesses for the three month
period are as follows: Display advertising, which represented 84% of total
revenues, declined by 6.4% to $2,961,879 in the third quarter 2001 from
$3,164,399 in the third quarter of 2000. Classified advertising decreased 3% and
legal notice advertising declined 14%.
Among our individual operating units, total revenues for Dan's Papers were
essentially flat with strong classified performance, revenues for The Hill were
13% lower in the third quarter of 2001 compared to the third quarter of 2000
because of the revenue shortfalls attributed to the terrorist attack in
Washington, DC, and revenues for the Queens Tribune were flat.
Operating Expenses
11
Operating expenses for the third quarter of 2001 were $3,638,339, a decrease of
30%, primarily due to the sale of several business units, compared with
operating expenses of $5,250,631 during the third quarter of 2000. Excluding
operating expenses from sold businesses (Bronx, Brooklyn, Nassau and Manhattan
newspapers that were sold in June and December 2000 and April and August 2001),
operating expenses for the third quarter of 2001 were essentially flat and
decreased $73,224 from $3,436,185 during the three months ended September 30,
2000 to $3,362,961 for the three months ended September 30, 2001.
Variances in specific expense categories, excluding the sold businesses, were as
follows: editorial, production and distribution expenses were 4% higher for the
three months ended September 30, 2001 compared to the three months ended
September 30, 2000 because of the increased printing and editorial costs for the
glossy insert at Dan's Papers. Selling expenses were 3% higher for the three
months ended September 30, 2001 compared to the same quarter in the previous
year because of the classified advertising sales growth at Dan's Papers and new
development costs at The Hill. General and administrative expenses declined 11%
for the three months ended September 30, 2001 compared to the three months ended
September 30, 2000 because of lower general overhead costs.
Net Income
The Company had a net loss of $87,211 in the third quarter of 2001 compared with
net income of $59,201 in the third quarter of 2000. On a per share basis, the
net loss was $0.01 compared with net income of $.01 in the third quarter of
2000. Earnings before interest, taxes, depreciation and amortization (EBITDA) in
the third quarter of 2001 decreased to $122,124, excluding the loss on the sale
of Nassau in April of 2001 and Manhattan in August of 2001, compared with
$188,094 for the third quarter of 2000, excluding the subsequent adjustments for
the gain on the sale of the Bronx (Parkchester Publishing) subsidiary in June of
2000.
Excluding the third quarter operating losses from sold businesses (Bronx,
Brooklyn, Nassau and Manhattan newspapers that were sold in June and December
2000 and April and August 2001), EBITDA declined to $217,200 in the third
quarter of 2001 from $374,107 in the third quarter of 2000. This is primarily
attributed to the decrease in revenues of $172,297 and the introduction of a new
section to Dan's Papers. Historically, the businesses, which now comprise News
Communications, Inc., have been profitable, but have been impacted by the
general advertising decline and the increased costs for Dan's Papers new section
costs.
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 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, 2001 Compared With Nine Months Ended September
30, 2000
Revenues
Primarily due to the sale of business units, on a consolidated basis the
revenues for the first nine
12
months of 2001 decreased $3,343,768, or 22%, to $11,519,480 from $14,863,248 in
the first nine months of 2000. Excluding results from sold businesses (Bronx,
Brooklyn, Nassau and Manhattan newspapers that were sold in June and December
2000 and April and August 2001), overall revenue decreased $209,790 or 2% from
the first nine months of 2000 due to the industry wide advertising slump.
Variances in specific revenue categories excluding the revenues from sold
businesses are as follows: display advertising decreased 4% to $7,630,547 in
2001 from $7,925,376 in 2000; classified advertising increased 10% to $1,124,463
in 2001 compared to $1,018,093 in 2000; legal notice advertising decreased 7% to
$124,065 in 2001 from $133,780 in 2000; and commercial printing increased 14% to
$318,876 in 2001 from $280,049 in 2000.
Among the individual operating units, classified revenue at Dan's Papers
increased 70% for the first nine months of 2001 compared with the first nine
months of 2000, however display advertising declined 7%. Revenues at The Hill
were flat compared to the first nine months of 2000 because of the decline in
revenue during the third quarter due primarily to the consequences of September
11, 2001. The Queens Tribune's revenues decreased 4% compared with the first
nine months of 2000, with a decrease in classified advertising of 22%.
Operating Expenses
Operating expenses during the first nine months of 2001 were $12,538,086 a
decrease of 18% compared with $15,384,749 during the first nine months of 2000.
Excluding expenses from sold businesses (Bronx, Brooklyn, Nassau and Manhattan
newspapers that were sold in June and December 2000 and April and August 2001),
operating expenses increased $538,675 or 5% to $9,667,564 from $9,128,889 in
2000 for the reasons discussed below.
Variances in specific expense categories expenses excluding sold businesses are
as follows: editorial expenses increased 16% reflecting our continuing
investment in the content side of our publications along with the addition of
the Press of Southeast Queens and costs associated with a new glossy insert that
is included in Dan's Papers for the summer months; production and distribution
expenses were up 12%, reflecting the increased production volume from Dan's
Papers, The Hill, and the Press of Southeast Queens; selling expenses were up 7%
reflecting increased classified advertising commissions at Dan's and new
development costs at The Hill, and general and administrative expenses decreased
1%.
Net Income
The Company had a net loss of $2,089,524 in the first nine months of 2001
compared with a net loss of $372,001 in the first nine months of 2000. On a per
share basis, the Company lost $0.22 in the first nine months of 2001 compared
with a loss of $.04 in the first nine months of 2000. Operating losses before
interest, taxes, depreciation and amortization (EBITDA), excluding the loss on
the sale of Nassau in April of 2001 and Manhattan in August of 2001, increased
by $549,604 to $813,141 in the first nine months of 2001 compared to a loss of
$263,537 for the first nine months of 2000, excluding the gain on the sale of
the Bronx newspaper in June of 2000 and the sale of our interest in the New York
Blade News in March 2000.
Excluding the operating losses from sold businesses (Bronx, Brooklyn, Nassau and
Manhattan newspapers that were sold in June and December 2000 and April and
August 2001), EBITDA declined to a loss of $357,185 for the first nine months of
2001 compared with a profit of
13
$391,280 in the first nine months of 2000. This is attributed primarily to the
decline in advertising revenues, and the higher editorial, production and
distribution costs previously discussed. Historically, the businesses, which now
comprise News Communications, Inc., have been profitable, but have been impacted
by the general advertising decline and the increased costs for Dan's Papers new
section costs.
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 Subsidiaries
On April 30, 2001, NCI completed the sale of substantially all of the assets and
liabilities of the Nassau Community Newspaper Group, Inc. and South Shore
Publishers, Inc. to NCN Acquisition LLC. Nassau was the publisher of eight
weekly and one monthly newspaper. Most of the titles were purchased in 1993. The
balance were started by NCI in 1996 and 1997 except for the South Shore Record,
a 33 year-old mailed subscription newspaper serving Nassau County that was
acquired in 1997. The Nassau newspapers were not profitable and management
believed that it would be beneficial for the Company to sell the Nassau
newspapers and focus on growing its other properties.
On August 3, 2001, NCI completed the sale of the stock of the wholly owned
subsidiaries that comprise the Manhattan Newspaper Group (Access Network Corp.,
Manhattan Publishing Corp., and West Side Newspaper Corp.) to Manhattan Media
Corp., a management-led buyout team headed by the publisher of the group. The
Manhattan Newspaper Group was the publisher of four weekly newspapers and has
historically generated operating losses. Management believed that it would be
beneficial for the Company to sell the Manhattan newspapers and focus on growing
its other properties. See Footnote E.
Liquidity and Capital Resources
During the nine months of 2001, the total cash used in operations was $1,025,751
primarily attributed to a net loss of $2,089,524 for the period. Cash provided
by investing activities totaled $256,614 as capital expenses of $378,386 were
offset by the $635,000 in proceeds from the sale of the assets of Nassau
Community Newspaper Group and South Shore Publishers, Inc., and the Manhattan
Newspaper Group.
Cash provided from financing activities was $942,205 and included the purchase
of 750,000 shares of common stock and 3,000,000 warrants by the President of the
Company, the purchase of 250,000 shares of Common Stock by a related party, the
issuance of an 8% Convertible Note Payable in the principal amount of $209,139,
including interest, to a related party on March 7, 2001, and advances of
$300,000 under a loan facility made available by a related party for $300,000 on
April 4, 2001 which were repaid with interest by the Company on June 4, 2001.
As of September 30, 2001, we had current assets of approximately $3,280,000,
including cash of approximately $867,000. At September 30, 2001 we had an excess
of current assets over current liabilities in the amount of approximately
$1,032,000. Management believes that with the
14
existing cash position, we will have sufficient working capital to fund our
operations for the next twelve months.
15
PART II
OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds
During the three months ended September 30, 2001, the Company sold the following
equity securities all of which were offered and sold pursuant to an exemption
from registration provided in Section 4(2) of the Securities act of 1933:
1. On July 31, 2001, the Company issued 250,000 shares of
Common Stock at a price of $1.00 per share to the Company's President.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit Number Description
-------------- -----------
10.50 Stock Purchase Agreement, dated August 3, 2001
by and between News Communications, Inc. and Manhattan
Media Corp., incorporated by reference to Exhibit 10.50 to
the Form 10-QSB filed on August 17, 2001.
10.51 5% Promissory Note, dated August 3, 2001, in the
principal amount of $200,000 issued by Manhattan Media
Corp. in favor of News Communications, Inc., incorporated
by reference to Exhibit 10.51 to the Form 10-QSB filed on
August 17, 2001.
(b) Reports on Form 8-K
None
16
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: November 13, 2001 By:/s/ James A. Finkelstein
----------------------------------------
James A. Finkelstein, President
Date: November 13, 2001 By:/s/ E. Paul Leishman
----------------------
E. Paul Leishman, Corporate Controller
17