UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly period ended September 30, 2003
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number: 0-18299
NEWS COMMUNICATIONS, INC.
----------------------------------------------
(Name of Small Business Issuer in Its Charter)
Nevada 13-3346991
------------------------------ ------------------
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
2 Park Avenue, Suite 1405
New York, New York 10016
--------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
Securities Registered Pursuant to Section 12(g) of the Act: Common Stock, $0.01 par value
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for 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
--- ---
Registrant's telephone number, including area code: (212) 689-2500
The number of shares of common stock outstanding as of November 12, 2003 was
10,589,410.
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, 2003...................................................... 3
Unaudited Consolidated Statements of
Operations for the three months and nine months ended
September 30, 2003 and 2002................................................ 4
Unaudited Consolidated Statements of Cash
Flows for the nine months ended
September 30, 2003 and 2002................................................ 5
Notes to Consolidated Financial Statements................................. 6
Item 2. Management's Discussion and Analysis
or Plan of Operation....................................................... 9
Item 3. Controls and Procedures.................................................... 15
PART II. Other Information
Item 5. Other Information.......................................................... 17
Item 6. Exhibits and Reports on Form 8-K........................................... 17
Signatures................................................................................... 18
Certifications............................................................................... 19
31.1 Chief Executive Officer's Certificate, pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
31.2 Chief Financial Officer's Certificate, pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
32.1 Chief Executive Officer's Certificate, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
32.2 Chief Financial Officer's Certificate, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
2
PART I
Financial Information
ITEM 1 - Financial Statements
News Communications, Inc. and Subsidiaries
Consolidated Balance Sheet as of September 30, 2003
Assets
Current:
Cash $308,890
Accounts receivable - net of allowance for doubtful accounts of $331,942 1,580,756
Notes Receivable 803,823
Other 178,432
--------------------------------------------------------------------------------------------
Total current assets 2,871,901
Restricted Cash 34,102
Notes Receivable, net of current portion 341,667
Property and equipment at cost- net 389,233
Goodwill 314,809
Trade names, net 495,190
Other - net 17,860
--------------------------------------------------------------------------------------------
$ 4,464,762
--------------------------------------------------------------------------------------------
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 1,233,700
Accrued expenses 1,145,550
Income taxes payable 1,291
Note payable, current portion 9,894
Unearned revenue 135,099
Due to related parties 768,978
Capital lease, current portion 23,618
--------------------------------------------------------------------------------------------
Total current liabilities 3,318,130
Due to related parties 841,139
Note payable, net of current portion 34,679
Capital lease, net of current portion 31,674
--------------------------------------------------------------------------------------------
Total liabilities 4,225,622
--------------------------------------------------------------------------------------------
Stockholders' equity:
Preferred stock, $1.00 par value; 500,000 shares authorized: 192,529 shares
issued and outstanding: $2,039,500 aggregate liquidation value 192,529
Common stock, $.01 par value; authorized 100,000,000 shares;
11,247,744 shares issued and 10,589,410 outstanding 112,477
Paid-in-capital preferred stock 1,703,320
Paid-in-capital common stock 25,946,672
Deficit (26,814,129)
--------------------------------------------------------------------------------------------
1,140,869
Less: Treasury stock, (658,334 common shares) - at cost (901,729)
--------------------------------------------------------------------------------------------
Total stockholders' equity 239,140
--------------------------------------------------------------------------------------------
$ 4,464,762
--------------------------------------------------------------------------------------------
See accompanying notes to unaudited financial statements.
3
News Communications, Inc. and Subsidiaries
Consolidated Statements of Operations
(UNAUDITED)
Three Months Ended Nine Months Ended
--------------------------- ----------------------------
September 30, September 30, September 30, September 30,
2003 2002 2003 2002
------------ ------------- ---------------------------------
--------------------------------------------------------------------------------------------------------------------------
Net revenues $ 3,514,747 $ 3,518,929 $ 8,311,239 $ 9,648,231
---------------------------------------------------------------------------------------------------------------------------
Expenses:
Editorial 534,805 313,685 1,419,601 881,963
Production and distribution 1,126,176 1,062,461 2,346,164 2,726,308
Selling 823,483 760,321 2,189,428 2,131,546
General and administrative 1,109,690 1,206,932 2,849,600 3,714,654
Depreciation and amortization 50,986 63,092 144,019 184,842
---------------------------------------------------------------------------------------------------------------------------
Total expenses 3,645,140 3,406,491 8,948,812 9,639,313
---------------------------------------------------------------------------------------------------------------------------
Income (loss) from operations, before
interest, minority interest in income of
subsidiary and provision (benefit) for income
taxes (130,393) 112,438 (637,573) 8,918
Gain on sale of publication 123,316 - 123,316 -
---------------------------------------------------------------------------------------------------------------------------
Income (loss) from operations, before
interest, minority interest in income of
subsidiary and provision (benefit) for income
taxes (7,077) 112,438 (514,257) 8,918
Interest income (expense), net (10,080) 4,829 (27,594) 13,602
Minority interest in income of subsidiary - (40,500) - (121,500)
---------------------------------------------------------------------------------------------------------------------------
Income (loss) before provision (benefit) for
income taxes (17,157) 76,767 (541,851) (98,980)
Provision (benefit) for income taxes (2,424) 2,082 32,502 71,082
---------------------------------------------------------------------------------------------------------------------------
Net income (loss) $ (14,733) $ 74,685 $ (574,353) $ (170,062)
---------------------------------------------------------------------------------------------------------------------------
Income (loss) per common share:
Basic and diluted $ (0.00) $ 0.01 $ (0.06) $ (0.02)
---------------------------------------------------------------------------------------------------------------------------
Weighted average number of common shares outstanding:
Basic and diluted 10,589,410 10,686,411 10,383,740 10,686,411
---------------------------------------------------------------------------------------------------------------------------
See accompanying notes to unaudited financial statements.
4
News Communications, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
Nine months ended September 30, 2003 2002
--------------------------------------------------------------------------------------------------
Cash flows from operating activities
Net Loss $(574,353) $ (170,062)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization 144,019 184,842
Provision for doubtful accounts 147,100 321,700
Minority interest - 121,500
Gain on sale of publication (123,316) -
Changes in assets and liabilities:
(Increase) decrease in:
Accounts receivable (1,256,119) (312,204)
Other current assets 3,640 5,704
Restricted cash - (1,798)
Other assets 4,487 60,702
Increase (decrease) in:
Accounts payable and accrued expenses 1,002,665 342,999
Income taxes payable 1,291 -
Other liabilities 56,250 6,210
Related party payable 62,443 11,967
--------------------------------------------------------------------------------------------------
Net cash provided by (used in) operating activities (531,893) 571,560
--------------------------------------------------------------------------------------------------
Cash flows from investing activities:
Capital expenditures (47,593) (41,036)
--------------------------------------------------------------------------------------------------
Net cash used in investing activities (47,593) (41,036)
--------------------------------------------------------------------------------------------------
Cash flows from financing activities:
Proceeds from issuance of common stock and warrants 400,000 -
Payment of related party notes payable (112,461) -
Dividend on preferred stock (846) (846)
Payment of capital lease obligations (17,206) (13,418)
Payments on automobile loan (3,787) -
Payment of other current liabilities - (300,000)
Collection of note receivable 70,200 50,000
--------------------------------------------------------------------------------------------------
Net cash provided by (used in) financing activities 335,900 (264,264)
--------------------------------------------------------------------------------------------------
Net decrease in cash (243,586) 266,260
Cash, beginning of year 552,476 596,505
--------------------------------------------------------------------------------------------------
Cash, end of period $ 308,890 $ 862,765
--------------------------------------------------------------------------------------------------
Supplemental disclosures of cash flow information:
Cash paid during the year for interest $ 11,573 $ 3,894
Cash paid during the year for income taxes 27,449 92,095
Non-cash activities:
Purchases of equipment under capital leases 34,309 -
Purchase of automobile - debt incurred 22,454 22,226
Purchase of minority interest - debt incurred - 1,600,000
Conversion of preferred stock into common stock 30
----------------------------------------------------------------------------------------
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.
The Company is growing the operations of its core publications, Dan's Papers,
Dan's Hampton Style (also called Dan's Magazine Hampton Style), Montauk Pioneer
and The Hill. The Company intends to continue to finance these new business
initiatives and its existing liabilities from working capital, from additional
sales of equity securities, from the installment payments due to the Company
from the sale of subsidiaries or by a sale of assets. A total of $400,000 has
been received in 2003 from the sale of the Company's common stock. The Company
believes that additional investments to fund the Company's obligations will be
received during the course of 2003. Regardless of whether additional funds are
received, the Company believes that it will have sufficient working capital to
fund its operations through December 31, 2003. During 2004, however, in addition
to its ordinary course obligations, the Company will have to satisfy its
$600,000 obligation, plus interest, due to the former minority owner of Dan's
Papers Inc. and pay $112,461, plus interest, to the former publisher of The
Hill. These are reported in the balance sheet as current obligations due to
related parties. In order to meet these obligations and to finance the full
expansion of both its core and new operations, the Company has determined that
up to $1,400,000 in funds needs to be raised during the next year. In the event
that the Company is not able to secure additional equity or debt investments,
the Company may sell assets in order to meet its obligations.
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, 2002 and the
related audited financial statements included therein.
B. Income (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 include 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, 2003 and 2002.
For the nine months ended September 30, 2003, options to purchase 768,154 shares
of common stock, warrants to purchase 3,315,873 shares of common stock,
convertible preferred shares convertible into 769,608 shares of common stock,
and convertible notes convertible into 241,139 shares of common stock were not
included in the computation of diluted earnings per share as the exercise prices
of the options and warrants were greater than the average market price of the
common shares. These options and warrants, which expire from July 27, 2004
through November 28, 2015, were all outstanding at September 30, 2003.
C. Recently Issued Accounting Standards:
In July 2002, the FASB issued Statement of Financial Accounting Standards No.
146, Accounting for Costs Associated with Exit or Disposal Activities ("SFAS
146"). SFAS 146 addresses financial accounting and reporting for costs
associated with exit or disposal activities and nullifies Emerging Issues Task
Force (EITF) Issue No. 94-3, "Liability Recognition for Certain Employee
Termination Benefits and Other Costs to Exit an
6
Activity (including Certain Costs Incurred in a Restructuring)." SFAS 146
requires that a company recognize a liability for a cost associated with an exit
or disposal activity only when it meets the definition of liability (i.e., when
the liability is incurred). SFAS 146 also requires that the initial measurement
of the liability be at its fair value. This statement is effective on a
prospective basis for exit or disposal activities that are initiated after
December 31, 2002, with early application encouraged. The adoption of SFAS 146
did not have a material impact on the Company's financial position or results of
operations.
In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based
Compensations - Transition and Disclosure, an amendment of SFAS No. 23,
Accounting for Stock-Based Compensations, which provides alternatives for
companies electing to account for stock-based compensation using the fair value
criteria established by SFAS No. 123. The Company intends to continue to account
for stock-based compensation under the provisions of Accounting Principles Board
Opinion No. 25.
On May 1, 2003, the FASB issued SFAS No. 149, Amendment of Statement 133 on
Derivative Instruments and Hedging Activities ("SFAS 149"). SFAS 149 amends and
clarifies accounting for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities under
Statement 133. SFAS 149 is effective for contracts entered into or modified
after June 30, 2003. The Company's adoption of SFAS 149 did not have an effect
on its consolidated financial statements.
On May 15, 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity ("SFAS 150").
SFAS 150 changes the accounting for certain financial instruments that, under
previous guidance, could be classified as equity or "mezzanine" equity, by now
requiring those instruments to be classified as liabilities (or assets in some
circumstances) in the statement of financial position. Further, SFAS 150
requires disclosure regarding the terms of those instruments and settlement
alternatives. SFAS 150 affects an entity's classification of the following
freestanding instruments; mandatory redeemable instruments, financial
instruments to repurchase an entity's own equity instruments and financial
instruments embodying obligations that the issuer must or could choose to settle
by issuing a variable number of its shares or other equity instruments based
solely on (a) a fixed monetary amount known at inception or (b) something other
than changes in its own equity instruments. SFAS 150 is effective for periods
beginning after June 15, 2003. The Company's adoption of this interpretation did
not have an effect on its consolidated financial statements.
D. Accounting for Stock-Based Compensation:
The Company has several stock-based employee compensation plans in effect that
were entered into in 1987, 1993, and 1999. The Company accounts for all
transactions under which employees receive shares of stock or other equity
instruments in the Company based on the price of its stock in accordance with
the provisions of Accounting Principles Board Opinion No. 25 "Accounting for
Stock Issued to Employees." No stock-based employee compensation cost is
reflected in net loss, as all options granted under the plan had an exercise
price equal to the market value of the underlying common stock on the date of
grant. There were 23,331 options granted and vested in the three and nine months
ended September 30, 2003. In accordance with SFAS No. 148, the following table
illustrates the effect on net loss and earnings per share if the Company had
applied the fair value recognition provisions of SFAS No. 123 "Accounting for
Stock-Based Compensation".
7
---------------------------------------------------------------------------------------------------------
Three months ended Nine Months Ended
---------------------------------------------------------------------------------------------------------
September 30, September 30, September 30, September 30,
2003 2002 2003 2002
---------------------------------------------------------------------------------------------------------
Net income (loss), as reported $(14,733) $ 74,685 $(574,353) $(170,062)
---------------------------------------------------------------------------------------------------------
Less: Total stock-based employee
compensation expense determined under
fair value based method for all awards (8,213) (10,969) (8,213) (121,706)
---------------------------------------------------------------------------------------------------------
Proforma net loss $(22,946) $ 63,716 $(582,566) $(291,768)
=========================================================================================================
Basic net income (loss) per share:
---------------------------------------------------------------------------------------------------------
As reported (0.00) 0.01 (0.06) (0.02)
---------------------------------------------------------------------------------------------------------
Proforma (0.00) 0.01 (0.06) (0.03)
=========================================================================================================
E. Common Stock:
On January 17, 2003, a shareholder converted 5 shares of 10% convertible
preferred stock into 3,000 shares of common stock.
On March 17, 2003, pursuant to a Subscription Agreement, the President of the
Company, James A. Finkelstein, acquired 50,000 shares of the Company's common
stock at a purchase price of $1.00 per share.
On March 24, 2003, pursuant to a Subscription Agreement, the Company sold 50,000
shares of common stock at a purchase price of $1.00 per share to a related
party.
On May 1, 2003, pursuant to a Subscription Agreement, the Company sold 50,000
shares of common stock at a purchase price of $1.00 per share.
On June 19, 2003, pursuant to a Subscription Agreement, the Company sold 250,000
shares of common stock at a purchase price of $1.00 per share.
F. Sale of Publication:
On September 30, 2003, NCI completed the sale of the assets of GSN: Government
Security News, to World Business Media LLC for $125,000 resulting in a net gain
of approximately $123,000. GSN, a new publication that was produced in July
2003, did not meet revenue goals and was discontinued. As part of the proceeds,
the buyer paid cash of $25,000 and issued to NCI a note in the principal amount
of $100,000 with interest of 5% per annum. The note is payable in installments
of $10,000 plus accrued interest, $10,000 plus accrued interest, and $80,000
plus accrued interest on the first, second and third anniversary dates,
respectively. The note is secured by a security interest in all of the assets of
World Business Media, LLC.
8
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
advertiser-supported newspapers and magazines. As of September 30, 2003, we
published 3 newspapers (The Hill, Dan's Papers, and Montauk Pioneer) and
expanded our publications with a new magazine in the Hamptons in New York, Dan's
Hampton Style (also called Dan's Magazine Hampton Style). A new publication was
produced in July 2003, GSN: Government Security News. While Dan's Hampton Style
has exceeded expectations, GSN did not meet revenue goals and the publication
was discontinued and ultimately sold as of September 30, 2003.
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. GAAP refers to accounting principles generally accepted in the
United States of America. Throughout this Management Discussion and Analysis of
Financial Condition and Results of Operations ("MD&A"), management discusses
financial measures in accordance with GAAP and also on a non-GAAP basis. The
Company's definition of EBITDA is earnings before interest, income taxes,
depreciation and amortization. EBITDA does not include gains or losses from the
sale of subsidiaries. All references in this MD&A to EBITDA are to a non-GAAP
financial measure. 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 relative to the industry.
Additionally, the Company believes that the use of non-GAAP financial measures
enables it and investors to evaluate, and compare from period to period, the
results from ongoing operations in a more meaningful and consistent manner. A
reconciliation of GAAP to non-GAAP financial measures is included on pages 11
through 14.
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 84% of revenues from
operations are from display advertising sales and 12% are from classified
advertising sales. Unearned revenues of approximately $135,100 at September 30,
2003 represent future classified advertisement for which customers have paid in
advance and for subscription revenue for future issues.
Allowance for Uncollectible Accounts Receivable. We record an allowance for
doubtful accounts based on specifically identified amounts that we believe to be
uncollectible. We also record additional allowance based on certain percentages
of our aged receivables, which are determined based on historical experience and
our assessment of the general financial conditions affecting our customer base.
If our actual collections experience changes, revisions to our allowance may be
required. We do not have customers with individually large amounts due at any
given balance sheet date. After all attempts to collect a receivable have
failed, the receivable is written off against the allowance. Our accounts
receivable balance was approximately $1,581,000, net of allowance for doubtful
accounts of approximately $332,000 at September 30, 2003.
Long-Lived Assets. Long-lived assets such as trade names 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.
Trade names and property and equipment are reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable. No impairment losses have been necessary through
September 30, 2003.
9
Income Taxes. We have a history of operating losses. These losses generated a
sizeable federal tax net operating loss, or NOL carryforwards, of approximately
$17.4 million as of September 30, 2003. 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 taxes) for current income. It is possible that the Company could become
profitable and that a portion or all of the NOL carryforwards 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.
Accounting for Stock-Based Compensation. The Company has several stock-based
employee compensation plans in effect that were entered into in 1987, 1993, and
1999. The Company accounts for all transactions under which employees receive
shares of stock or other equity instruments in the Company based on the price of
its stock in accordance with the provisions of Accounting Principles Board
Opinion No. 25 "Accounting for Stock Issued to Employees." No stock-based
employee compensation cost is reflected in net loss, as all options granted
under the plan had an exercise price equal to the market value of the underlying
common stock on the date of grant. There were 23,331 options granted and vested
in the three and nine months ended September 30, 2003. In accordance with SFAS
No. 148, the following table illustrates the effect on net loss and earnings per
share if the Company had applied the fair value recognition provisions of SFAS
No. 123 "Accounting for Stock-Based Compensation".
---------------------------------------------------------------------------------------------------------
Three months ended Nine Months Ended
---------------------------------------------------------------------------------------------------------
September 30, September 30, September 30, September 30,
2003 2002 2003 2002
---------------------------------------------------------------------------------------------------------
Net income (loss), as reported $(14,733) $ 74,685 $(574,353) $(170,062)
---------------------------------------------------------------------------------------------------------
Less: Total stock-based employee
compensation expense determined under
fair value based method for all awards (8,213) (10,969) (8,213) (121,706)
---------------------------------------------------------------------------------------------------------
Proforma net loss $(22,946) $ 63,716 $(582,566) $(291,768)
=========================================================================================================
Basic net income (loss) per share:
---------------------------------------------------------------------------------------------------------
As reported (0.00) 0.01 (0.06) (0.02)
---------------------------------------------------------------------------------------------------------
Proforma (0.00) 0.01 (0.06) (0.03)
---------------------------------------------------------------------------------------------------------
Results of Operations:
Three Months Ended September 30, 2003 Compared With Three Months Ended September
30, 2002
Revenues
Revenues from businesses excluding those from sold businesses (Queens Tribune
and related publications that were sold in November 2002 and GSN: Government
Security News which was sold in September 2003) increased $770,181 or 28.9% in
the third quarter of 2003 compared to the third quarter of 2002. Overall
revenues for the third quarter including the sold businesses were essentially
flat, with a modest decline of 0.1% to $3,514,747 compared with $3,518,929 in
the third quarter of 2002. Variances in specific revenue categories for the
three month period excluding the sold business were as follows: display
advertising, which represented 87% of total revenues in the quarter, increased
25% to $2,993,649 in the third quarter of 2003 compared with $2,391,116 in the
third quarter of 2002 and classified advertising increased 31% to $311,072
compared to $237,415 in 2002. Subscription revenues increased $23,130 to $53,358
in the third quarter of 2003. The Company received management fees of $68,750
in the third quarter of 2003 from Marquis Who's Who LLC, pursuant to an oral
agreement that is in the process of
10
being reduced to writing.
Among our individual operating units, display advertising was strong at Dan's
Papers Inc. increasing 26%. This was largely attributed to the recent
introduction of Dan's Hampton Style in May of 2003. Classified advertising at
Dan's Papers continued to grow in the third quarter by 35%. Revenues for The
Hill increased 24% with the introduction of a second issue on Tuesdays.
Operating Expenses
Operating expenses for the third quarter of 2003 were $3,645,140, an increase of
7%, compared with operating expenses of $3,406,491 during the third quarter of
2002. Excluding expenses from sold and discontinued businesses (Queens Tribune
and related publications that were sold in November 2002 and GSN: Government
Security News which was sold in September 2003) operating expenses increased 33%
to $3,494,966 in the third quarter of 2003 compared with $2,627,199 for the
third quarter of 2002. This is largely attributed to the investment in operating
costs associated with the expansion of The Hill with a second weekly issue which
started in March 2003 and the introduction in May 2003 of Dan's Hampton Style.
Variances in specific expense categories, excluding the sold businesses, were as
follows: editorial, production, and distribution were 54% higher compared to the
three months ended September 30, 2002, primarily due to the costs associated
with the introduction in March 2003 of a second weekly issue of The Hill and
with the introduction in May of Dan's Hampton Style. Selling expenses were 37%
higher for the three months ended September 30, 2003 compared to the same
quarter in 2002 primarily due to higher sales commissions on the revenue gains
in the quarter from the second edition of The Hill and from Dan's Hampton Style
and to the establishment of a New York sales office. Expenditures for market
research, direct advertising and promotional materials for new business
initiatives increased in the third quarter of 2003. General and administrative
expenses increased 11% for the three months ended September 30, 2003 compared to
the three months ended September 30, 2002 due primarily to a $10,000 reduction
of bad debt expense in 2003 compared with a reduction of $89,000 in 2002.
Provision for Income Taxes
The Company recorded a provision (benefit) for state and local income taxes of
$(2,424) and $2,082, respectively, for the three months ended September 30, 2003
and 2002.
Income
EBITDA (earnings before interest, taxes, depreciation and amortization) for the
three months ended September 30, 2003, declined by $214,437 from $135,030 in the
third quarter of 2002 to a loss of $79,407 in the third quarter of 2003. EBITDA
for the third quarter of 2002 includes the EBITDA contribution of a sold
business of $83,117. Furthermore, revenue gains generated by the expansion of
Dan's Hampton Style and The Hill were largely offset by the increase in the
corresponding editorial, production, distribution, and selling expenses and by
the costs associated with GSN, Government Security News the new publication
previously discussed that was sold in September 2003. General and administrative
costs were higher for the three months ended September 30, 2003 due primarily to
a $10,000 reduction of bad debt expense in 2003 compared with a reduction of
$89,000 in 2002.
Reconcilations of GAAP to Non-GAAP Financial Measures. Reconciliations of GAAP
to non-GAAP financial measures are provided below. As previously explained,
EBITDA is a measure widely used among media related businesses and is used in
this report because management believes that it is an effective way of
monitoring the operating performance of our company relative to the industry.
EBITDA does not include capital gains or losses from the sale of subsidiaries.
11
---------------------------------------------------------------------------------------------------
Three months ended
---------------------------------------------------------------------------------------------------
September 30, 2003 September 30, 2002
---------------------------------------------------------------------------------------------------
Earnings before interest, taxes, amortization
and depreciation (EBITDA)
---------------------------------------------------------------------------------------------------
Income (loss) from operations $(130,393) $112,438
---------------------------------------------------------------------------------------------------
Depreciation and amortization 50,986 63,092
---------------------------------------------------------------------------------------------------
Minority interest in income of subsidiary - (40,500)
---------------------------------------------------------------------------------------------------
EBITDA $ (79,407) $135,030
===================================================================================================
EBITDA, excluding the operating expenses of GSN in the third quarter of 2003 and
the profit of the sold business for the third quarter of 2002 but including the
expansion costs at both Dan's Papers Inc. and The Hill, declined $64,760 to a
loss of $12,847 compared to $51,913 for the same period in 2002. Largely due to
the introduction of Dan's Hampton Style and the expansion of The Hill, revenues
increased in the third quarter by $770,181. The investment in the expansion at
Dan's and The Hill resulted in an increase in editorial and manufacturing and
distribution costs of $560,176 and an increase in selling expenses of $208,474.
These costs were partially offset by a decrease in minority interest of $40,500.
General and administrative costs increased $106,791, due primarily to a $10,000
reduction of bad debt expense in 2003 compared with a reduction of $89,000 in
2002.
-------------------------------------------------------------------------------------------
Three months ended
-------------------------------------------------------------------------------------------
September 30, 2003 September 30, 2002
-------------------------------------------------------------------------------------------
EBITDA $ (79,407) $ 135,030
-------------------------------------------------------------------------------------------
Less: EBITDA from GSN 66,560 -
-------------------------------------------------------------------------------------------
Less: EBITDA from sold business - (83,117)
===========================================================================================
EBITDA, excluding sold business $ (12,847) $ 51,913
===========================================================================================
The Company generated a net loss of $14,733 in the third quarter of 2003
compared with a net profit of $74,685 for the third quarter of 2002. Excluding
the net income (loss) of the businesses sold in 2003 and 2002, the Company
generated net income of $52,908 in third quarter of 2003, an improvement of
$56,030 compared with a net loss of $3,122 the third quarter of 2002. This was
attributed to an increase in revenues of $770,181 and to the gain on the sale in
September 2003 of the assets of GSN of $123,316. These gains were partially
offset by an increase in editorial, production, and distribution costs of
$560,176 and an increase in selling expenses of $208,474. General and
administrative expenses increased $106,791 due primarily to a $10,000 reduction
of bad debt expense in 2003 compared with a reduction of $89,000 in 2002. These
cost increases were partially offset by a decrease in depreciation and
amortization expense of $7,672, a decrease in minority interest of $40,500, and
a decrease in the tax provision of $4,506. Net interest expense increased
$14,706 in the third quarter of 2003.
On a per share basis, the net loss was $0.00 for the third quarter of 2003
compared with net income per share of $0.01 for the third quarter of 2002.
Nine Months Ended September 30, 2003 Compared With Nine Months Ended September
30, 2002
Revenues
Revenues excluding those from sold businesses (Queens Tribune and related
publications that were sold in November 2002 and GSN: Government Security News
which was sold in September 2003) increased $1,033,094 or 14% in the first nine
months of 2003 compared to the first nine months of 2002. Overall revenues for
the first nine months including the sold business decreased $1,336,992 or 14% to
$8,311,239 compared with $9,648,231 in the first nine months of 2003. Variances
in specific revenue categories for the first nine months of 2003 excluding the
sold business were as follows: display advertising, which represented 84% of
total revenues, increased 11% to $6,880,500 in the first nine months of 2003
compared with $6,177,216 in the first nine months of 2002 and classified
advertising increased 16% to $1,037,090 compared to $893,235 in 2002. Other
revenue, including management fees from Marquis Who's Who LLC and subscription
revenue, increased $186,006 to $310,965 in 2003 compared with $124,959 in 2002.
12
Among our individual operating units, display advertising was strong at Dan's
Papers Inc. increasing 17% which was largely attributed to the introduction of
Dan's Hampton Style and classified advertising which continued to grow in the
first nine months by 16%. Revenues for The Hill for the first nine months
increased 8%, due largely to the gains in display revenue from the introduction
of a second issue on Tuesdays and a third issue in certain weeks of the third
quarter.
Operating Expenses
Operating expenses during the first nine months of 2003 were $8,948,812, a
decrease of 7%, compared with operating expenses of $9,639,313 during the first
nine months of 2002. Excluding expenses from sold businesses (Queens Tribune and
related publications that were sold in November 2002 and GSN: Government
Security News which was sold in September 2003), operating expenses increased
19% to $8,605,336 in the first nine months of 2003 compared with $7,242,082 for
the first nine months of 2002. This is largely attributed to the investment in
operating costs associated with the expansion of The Hill with a second weekly
issue that started in March and a third issue in certain weeks of the third
quarter, and the introduction in May of Dan's Hampton Style.
Variances in specific expense categories, excluding the sold businesses were as
follows: editorial, production, and distribution were 42% higher compared to the
nine months ended September 30, 2002. This is primarily due to the costs
associated with the introduction in March 2003 of a second weekly issue of The
Hill and a third issue in certain weeks of the third quarter and the
introduction in May 2003 of Dan's Hampton Style. Selling expenses were 29%
higher for the nine months ended September 30, 2003 compared to the period in
2002 primarily due to higher sales commissions on the revenue gains in the
quarter and to the establishment of a New York sales office. Expenditures for
market research, direct advertising, and promotional materials for new business
initiatives increased in the first nine months of 2003. General and
administrative expenses decreased 5% for the nine months ended September 30,
2003 compared to the nine months ended September 30, 2002.
Provision for Income Taxes
The Company recorded provisions for state and local income taxes of $32,502 and
$71,082, respectively, for the nine months ended September 30, 2003 and 2002.
Income
EBITDA (earnings before interest, taxes, depreciation and amortization) for the
nine months ended September 30, 2003, declined by $565,814 from a profit of
$72,260 in the first nine months of 2002 to a loss of $493,554 in the first nine
months of 2003. EBITDA for the first nine months of 2002 includes the EBITDA
contribution of a sold business of $71,531. Furthermore, revenue gains generated
by the expansion of Dan's Hampton Style and The Hill were largely offset by the
investment in the corresponding editorial, production, distribution, and selling
expenses and to the operating costs of GSN: Government Security News, which was
sold in the third quarter. Additionally, the variance was due in part to the
profit generated in the third quarter of 2002, which benefited EBITDA for the
first nine months of 2002, by the business that was sold. General and
administrative costs were lower for the nine months ended September 30, 2003.
Reconcilations of GAAP to Non-GAAP Financial Measures. Reconciliations of GAAP
to non-GAAP financial measures are provided below. As previously explained,
EBITDA is a measure widely used among media related businesses and is used in
this report because management believes that it is an effective way of
monitoring the operating performance of our company relative to the industry.
EBITDA does not include capital gains or losses from the sale of subsidiaries.
13
---------------------------------------------------------------------------------------------------
Nine Months Ended
---------------------------------------------------------------------------------------------------
September 30, 2003 September 30, 2002
---------------------------------------------------------------------------------------------------
Earnings before interest, taxes, depreciation
and amortization (EBITDA)
---------------------------------------------------------------------------------------------------
Income (loss) from operations $(637,573) $ 8,918
---------------------------------------------------------------------------------------------------
Depreciation and amortization 144,019 184,842
---------------------------------------------------------------------------------------------------
Minority interest in income of subsidiary - (121,500)
===================================================================================================
EBITDA $(493,554) $ 72,260
===================================================================================================
EBITDA, excluding the businesses that were sold and discontinued, for first nine
months of 2003 declined $234,421 to a loss of $233,692 compared to a profit of
$729 for the same period in 2002. Largely due to the introduction of Dan's
Hampton Style and the Tuesday issues of The Hill, revenues increased for the
first nine months of 2003 by $1,033,094. However, the investment in the
expansion at Dan's and The Hill resulted in an increase in editorial and
manufacturing and distribution costs of $1,095,414 and an increase in selling
expenses of $454,083. These costs were partially offset by a decrease in
minority interest of $121,500 and a decrease in general and administrative costs
of $160,482.
-----------------------------------------------------------------------------------------
Nine Months Ended
-----------------------------------------------------------------------------------------
September 30, 2003 September 30, 2002
-----------------------------------------------------------------------------------------
EBITDA $(493,554) $ 72,260
-----------------------------------------------------------------------------------------
Less: EBITDA from GSN 259,862 -
-----------------------------------------------------------------------------------------
Less: EBITDA from sold business (71,531)
=========================================================================================
EBITDA, excluding sold business $(233,692) $ 729
=========================================================================================
The Company generated a net loss of $574,353 for the nine months ended September
30, 2003 compared with a net loss of $170,062 for the nine months ended
September 30, 2002. Excluding the net loss of the businesses sold in 2002 and
2003, the loss increased $87,757 in the nine months ended September 30, 2003
compared with the same period in 2002. This was attributed to an increase in
revenues of $1,033,094 and to the gain on the sale in September 2003 of the
assets of GSN of $123,316. These gains were largely offset by an increase in
editorial, production, and distribution costs of $1,095,414 and an increase in
selling expenses of $454,083. These higher costs were partially offset by a
decrease in general and administrative expenses of $160,483, a decrease in
depreciation and amortization of $25,760, a decrease in minority interest of
$121,500, and a decrease in the tax provision of $38,580. Net interest expense
increased $40,993.
On a per share basis, the net loss was $0.06 for the first nine months of 2003
compared with net loss per share of $0.02 for the first nine months of 2002.
Liquidity and Capital Resources
Cash as of September 30, 2003 was $308,890, excluding restricted cash of
$34,102, compared with $862,765, excluding restricted cash of $104,103, for the
same period in 2002. For the nine months ended September 30, 2003, total cash
used in operating activities was $531,893, compared to cash provided by
operating activities of $571,560 for the same period in 2002. This was primarily
attributable to the net loss of $574,353 in 2003, an increase in accounts
receivable and other assets of approximately $1,248,000, and the gain on the
sale of the assets of a discontinued business. This was partially offset by an
increase in accounts payable, accrued expenses, other liabilities, and related
party payable totaling approximately $1,123,000, approximately $144,000 in
depreciation and amortization, and the bad debt provision of approximately
$147,000.
Capital expenditures were $47,593. Cash provided by financing activities totaled
$335,900 and was primarily attributed to $400,000 in proceeds from the issuance
of common stock. Cash collected on notes receivable was approximately $70,000
and payments of approximately $112,000 to the former publisher of The Hill and
approximately $21,000 in payments primarily related to capital lease
obligations. Dividends on preferred stock totaling $846 were accrued.
14
As of September 30, 2003, the Company had current assets of $2,871,901,
including cash of $308,890. At September 30, 2003 the Company had an excess of
current liabilities over current assets in the amount of $446,229. Included in
the current liabilities is a $600,000 payment due to the former minority
shareholder of Dan's Papers, which amount can be paid in 2004 without violating
the terms of the Company's agreement with the minority shareholder, and a
$112,461 payment due in 2004 to the former publisher of The Hill for accrued
vacation and bonus and to cash-out a phantom equity interest in Capital Hill.
Historically, in addition to cash from operations, the Company has relied on
financing in the form of sales of equity securities, sales of convertible notes,
and a $1,000,000 Revolving Credit Facility, extended by a shareholder, to meet
its working capital requirements. The Company also generated cash from the
recent sale of subsidiaries that historically did not generate positive cash
flow. Additionally, cash management techniques implemented by the Company in the
fourth quarter of 2001 greatly improved cash flow during the year 2002 and in
the beginning of 2003.
The Company is growing the operations of its core publications, Dan's Papers and
The Hill. Dan's Papers Inc. introduced a new magazine to compliment its weekly
newspaper. Dan's Hampton Style began in May of 2003 and will continue through
the year. Beginning in March 2003, the Company expanded publication of The Hill
to twice a week on Tuesdays, and a third issue was published in certain weeks of
the fourth quarter. Plans are further being developed to continue publication of
the third issue later this year and next year. Substantial investments in
operating costs were made in the third quarter of 2003, which were in part
self-funded by the growth in advertising revenues.
A new publication that was developed during the second quarter and produced in
July 2003, GSN: Government Security News, was discontinued because revenue goals
were not achieved. The assets were sold in September 2003 and generated a gain
of $123,316.
The Company intends to continue to finance these business initiatives and its
existing liabilities from working capital, from additional sales of equity
securities, from the installment payments due to the Company from the sale of
subsidiaries or by a sale of assets. A total of $400,000 has been received in
2003 from the sale of the Company's common stock. The Company believes that
additional investment to fund the Company's obligations will be received during
the course of 2003 and is presently in discussions to that end. Regardless of
whether additional funds are received, the Company believes that it will have
sufficient working capital to fund its operations through December 31, 2003.
During 2004, however, in addition to its ordinary course obligations, the
Company will have to satisfy its $600,000 obligation, plus interest, due to the
former minority owner of Dan's Papers and pay $112,461 to the former publisher
of The Hill. In order to meet these obligations and to finance the full
expansion of both its core and new operations, the Company has determined that
up to $1,400,000 in funds needs to be raised during the next year. In the event
that the Company is not able to secure additional equity or debt investments,
the Company may sell assets in order to meet its obligations.
ITEM 3. CONTROLS AND PROCEDURES
As of September 30, 2003 (the end of the period covered by this report), the
Company's management carried out an evaluation, with the participation of the
Company's Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the Company's disclosure controls and procedures. Based upon
that evaluation, the Chief Executive Officer and Chief Financial Officer
concluded that the Company's disclosure controls and procedures are effective in
timely alerting them to material information relating to the Company (including
the Company's consolidated subsidiaries) required to be included in periodic
reports filed under the Securities Exchange Act of 1934, as amended (the
"Exchange Act").
In designing and evaluating the Company's disclosure controls and
procedures (as defined in Rules 13a-15(e) or 15d-15(e) of the Exchange
Act), management recognized that any controls and procedures, no matter
how well designed and operated, can provide only reasonable assurances
of achieving the desired control objectives, as ours are designed to
do, and management necessarily was required to apply its
15
judgment in evaluating the cost-benefit relationship of possible
controls and procedures. We believe that our disclosure controls and
procedures provide such reasonable assurance.
Subsequent to the date of the evaluation, there have been no
significant changes in the Company's internal controls or in other
factors that could significantly affect these controls, nor were any
corrective action required with regard to significant deficiencies
and material weaknesses.
16
PART II
OTHER INFORMATION
ITEM 5. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibits:
31.1+ Chief Executive Officer's Certificate, pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
31.2+ Chief Financial Officer's Certificate, pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
32.1+ Chief Executive Officer's Certificate, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
32.2+ Chief Financial Officer's Certificate, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
+ Indicates that exhibit is attached hereto.
Reports on Form 8-K:
None
17
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 19, 2003 /s/ James A. Finkelstein
______________________________
James A. Finkelstein
President and Chief Executive Officer
Date: November 19, 2003 /s/ E. Paul Leishman
______________________________
E. Paul Leishman
Chief Financial Officer
18