-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, R8u85eMooOHxUM+a5PYEYGbSvv+xxVzvIj4u4QMcYx+P7T+QwsKNZ7xt3cducF/X gLX9EfSic7G7FbqcF0hQMg== 0001005477-02-001581.txt : 20020416 0001005477-02-001581.hdr.sgml : 20020416 ACCESSION NUMBER: 0001005477-02-001581 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020404 ITEM INFORMATION: Other events FILED AS OF DATE: 20020409 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADSTAR COM INC CENTRAL INDEX KEY: 0001091599 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 223666899 STATE OF INCORPORATION: DE FISCAL YEAR END: 1230 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15363 FILM NUMBER: 02605447 BUSINESS ADDRESS: STREET 1: 4553 GLENCO AVENUE STREET 2: SUITE 325 CITY: MARINA DEL RAY STATE: CA ZIP: 90292 MAIL ADDRESS: STREET 1: 4553 GLENCO AVENUE STREET 2: SUITE 325 CITY: MARINA DEL REY STATE: CA ZIP: 90292 8-K 1 d02-37090.txt CURRENT REPORT ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) April 4, 2002 ADSTAR, INC. ------------ (Exact name of Registrant as specified in its charter) Delaware 001-15363 22-3666899 - ------------------------------- ---------------- ------------------- (State or other jurisdiction of (Commission File (IRS Employer incorporation) Number) Identification No.) 4553 Glencoe Avenue, Suite 325 Marina del Rey, California 90292 -------------------------------- (Address Of Principal Executive Office) (Zip Code) Registrant's telephone number, including area code (310) 577-8255 AdStar.com, Inc. - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Item 5: Other Events On April 4, 2002 the Registrant issued the following press release: AdStar Announces Preliminary Annual Results for 2001 Company experiences significant growth in revenues and gross profit MARINA DEL REY, Calif. - April 4, 2001 - AdStar, Inc. (Nasdaq: ADST, ADSTW), a leading software and application service provider for the classified advertising industry, today announced preliminary financial results for the year ended December 31, 2001. AdStar reported net revenues of $2,081,000 for 2001, an increase of more than 51 percent compared to 2000 revenues of $1,375,000. Gross profits for 2001 increased by 217 percent to $1,275,000, compared to gross profits of $402,000 in 2000. The company had a net loss of $1,884,000 in 2001, or $0.30 per share, compared with a loss of $4,629,000, or $1.34 per share in 2000. "The strong increase in revenues in 2001 is a direct result of the introduction of AdStar's new application service provider model for publishers," said Leslie Bernhard, president of AdStar. "As a result of contracts with newspapers, including certain Knight Ridder publications, we have experienced significant growth in monthly hosting revenue, processing fees and services revenue. This increase in gross profits demonstrates the viability of our new business model, and we are enthusiastic about 2002 - particularly given our recent agreements with Tribune Company and CareerBuilder." "We are continuing to see the benefits of our shift to an ASP model as more publishers are beginning to recognize the need to integrate the Web with their overall classified ad sales strategies. AdStar is in a great position to benefit from the integration of print and Web classified advertising because our technology stands alone in the market in its compatibility with all major vendors' publishing systems and is truly designed to help advertisers target local and regional areas as part of an overall national advertising campaign. In addition, our company continues to improve financially with the recent $1.8 million investment from Tribune Company in early 2002. We are confident that we have enough working capital to meet our needs for the remainder of the year." During 2001, total Web-based transactions increased to more than 86,000, from 55,000 in 2000. The related gross billings generated from these transactions, on a combined basis, rose to more than $7,300,000 in 2001, from $4,300,000 in 2000. AdStar estimates that during 2001 more than $400 million in classified ads were placed in newspapers using AdStar's remote entry systems."AdStar's strength lies in the knowledge gained from working directly with advertisers and publishers for the past 16 years," Bernhard added. "We designed our current ASP model to take advantage of this strength and to become the preeminent supplier of technology that connects publishers with classified advertisers - the main source of newspapers' advertising revenue." AdStar has requested an extension from the Securities and Exchange Commission for its 2001 10-KSB filing as a result of concluding three financings subsequent to the end of the year for an aggregate of $2.5 million, of which $500,000 was received prior to year-end. The company felt that year-end financials could not be completed without assessing the impact of these financings on the presentation of year-end information. AdStar expects to file its 2001 Form 10-KSB no later than April 16, 2002. AdStar had 7,729,851 total shares outstanding at the end of 2001 compared with 5,217,119 shares at the end of 2000. -1- About AdStar, Inc. AdStar (Nasdaq: ADST, ADSTW), based in Marina del Rey, Calif., serves as an application service provider (ASP) for the $20+ billion classified advertising industry. AdStar turns publishers' Web sites into full-service classified ad sales channels for their print and online classified ad sections. Since 1986, AdStar has set the standard for remote ad entry software by giving advertisers the ability to place ads electronically with many of the largest newspapers in the United States. Today, AdStar's infrastructure, through its private label model, powers classified ad sales for more than 20 of the largest newspapers in the United States and the Newspaper Association of America's bonafideclassifieds.com, where ads can be placed in more than 120 newspapers. Forward Looking Statements This release contains forward-looking statements concerning the business andproducts of the company. Actual results may differ from those projected or implied by such forward-looking statements depending on a number of risks and uncertainties including, but not limited to, the following: historical business has already matured, new online business is unproven and may not generate expected revenues, and Internet security risks. Other risks inherent in the business of the company are described in Securities and Exchange Commission filings, including the company's annual report on Form 10-KSB. The company undertakes no obligation to revise or update any forward-looking statements to reflect events or circumstances after the date of this release. -2- AdStar, Inc. Balance Sheet December 31, 2001 2000 Assets Cash and cash equivalents $ 411,449 $1,606,999 Restricted cash 45,547 100,000 Accounts receivable, net of allowance for doubtful accounts of $15,000 and $73,000 210,370 227,144 Prepaid and other assets 174,387 154,648 Total current assets 841,753 2,088,791 Property and equipment, net 1,917,778 1,616,163 Intangible, net 86,835 124,383 Other assets, net 24,863 34,571 Total assets $2,874,960 $3,863,908 Liabilities and stockholders' equity Accounts payable $ 416,732 $ 298,547 Accrued expenses 446,628 542,868 Deferred revenue and other current liabilities 153,213 165,304 Notes payable -- 1,100,000 Capital lease obligations 5,162 15,009 ----------------------- Total current liabilities 1,021,735 1,021,735 Other liabilities 8,473 45,594 ----------------------- Total liabilities 1,030,208 2,167,322 Stockholders' equity 1,844,752 1,696,586 ----------------------- Total liabilities and stockholders' equity $2,871,229 $3,863,908 ======================= -3- Statements of Operations
Year ended December 31, ----------------------- 2001 2000 ---- ---- Net revenues $ 2,080,612 $ 1,374,697 Cost of revenues 805,964 972,679 ------------ ------------ Gross profit 1,274,648 402,018 Sales expense 656,349 1,428,574 Administrative expenses 1,881,957 2,269,331 Development costs 639,503 1,386,518 ------------ ------------ Loss from operations (1,903,161) (4,682,405) Interest income (expense), net 23,871 58,763 ------------ ------------ Loss before taxes (1,879,290) (4,623,642) Provision for income taxes (5,208) (5,167) ------------ ------------ Net loss $ (1,884,498) $ (4,628,809) ============ ============ Loss per share - basic and diluted $(0.30) $(1.34) Weighted average number of shares - basic and diluted 6,373,037 3,452,619
Statements of Operations
Quarter ended December 31, -------------------------- 2001 2000 ---- ---- Net revenues $ 468,356 $ 301,091 Cost of revenues 229,204 230,197 ------------ ------------ Gross profit 239,152 70,894 Sales expense 144,364 309,273 Administrative expenses 448,297 786,391 Development costs 247,478 344,181 ------------ ------------ Loss from operations (600,987) (1,368,951) Interest income (expense), net 2,267 26,498 ------------ ------------ Loss before taxes (603,254) (1,342,453) Provision for income taxes (1,669) (4,567) ------------ ------------ Net loss $ (604,923) $ (1,347,020) ============ ============ Loss per share - basic and diluted $(0.09) $(0.26) Weighted average number of shares - basic and diluted 6,725,146 5,187,429
-4- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, hereunto duly authorized. AdStar, Inc. Dated: April 8, 2002 By: /s/ Leslie Bernhard ------------------------------------ Leslie Bernhard, President and Chief Executive Officer -5- -----END PRIVACY-ENHANCED MESSAGE-----