-----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, PxXw4r4KJ93+pGTfTldm0v9+IBD+IUjBtTthRp8w6D7adWJ5kHjMAWMjPccgw7pF ouNwlVwX08Ldsrv9u19w0Q== 0001169232-03-002697.txt : 20030403 0001169232-03-002697.hdr.sgml : 20030403 20030403152430 ACCESSION NUMBER: 0001169232-03-002697 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030331 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030403 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: 03638581 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 d5512_8-k.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) March 31, 2003 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 ------------------------------------------------------------------------------ (Former name or former address, if changed since last report) Item 7: Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits: Exhibit Number Description - ------ ----------- 99.1 Press release dated March 31, 2003 announcing AdStar, Inc.'s results of operations for the year ended December 31, 2002. Item 12: Results of Operations and Financial Condition. On March 31, 2003, the Registrant issued a press release announcing its financial results for the fiscal year ended December 31, 2002. A copy of the Registrant's press release is attached as Exhibit 99.1 to this Current Report. 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 2, 2003 By: /s/ Anthony J. Fidaleo ------------------------------------------- Anthony J. Fidaleo, Chief Financial Officer 1 EX-99.1 3 d5512_ex99-1.txt PRESS RELEASE FOR IMMEDIATE RELEASE AdStar Reports Operating Results For 2002 Transaction Revenues Increase 220% as ASP Model Gains Momentum MARINA DEL REY, Calif. - April 1, 2003 - AdStar, Inc. (Nasdaq: ADST, ADSTW), a leading provider of remote advertising technology services to the classified advertising industry, today announced its operating results for the year ended December 31, 2002 For the twelve months ended December 31, 2002, AdStar's revenues increased 8 percent to $2,241,000, compared with $2,081,000 in 2001. Gross profits for the year declined 11 percent to $1,135,000, versus $1,275,000 in the previous year. The Company reported a net loss of ($2,364,000), or ($0.29) per share, for the year ended December 31, 2002, compared with a net loss of ($1,884,000), or ($0.30) per share in 2001. Per-share figures for 2002 were calculated on 8,193,132 weighted average shares outstanding, versus 6,373,037 weighted average shares outstanding in the previous year. ASP transactions increased 149% to approximately 214,000 in 2002, compared with 86,000 in 2001. Related gross billings generated from these transactions increased 271% to approximately $27.1 million in 2002, versus $7.3 million in 2001. AdStar estimates that greater than $400 million in classified ads were placed in newspapers using the Company's full suite of remote advertising technology products and services during 2002. "The modest 8% gain in total revenues during 2002 does not reflect the impressive growth in sales derived from our ASP (Application Service Provider) services," noted Jeffrey Baudo, Senior Vice President and Chief Operating Officer of AdStar, Inc. "ASP revenues increased 220% and accounted for 41% of total revenues last year. I am pleased to report that 30 metropolitan newspapers are now using our ASP product. This compares with 14 newspapers on the ASP program at the end of 2001." "The rapid growth in ASP revenues was partly offset by a 3% decline in licensing and software revenues, as a number of customers transitioned to the transaction-based ASP model, and a 63% reduction in one-time customization and other fees," continued Baudo. "While this moderated the gain in total revenues for the year, we are confident that the high gross margins on transaction-based ASP revenues will greatly benefit AdStar's long-term profitability." "One of the most significant developments during 2002 involved our new strategic relationship with Tribune Company," stated Leslie Bernhard, President and Chief Executive Officer of the Company. "In March 2002, we entered into an agreement with Tribune Company to provide Web-based recruitment ad sales technology to all major market Tribune newspapers, including the Chicago Tribune, the Los Angeles Times, Newsday and others, and to provide ad sales services to CareerBuilder, a leading online recruitment portal owned by Tribune Company, Knight-Ridder, and Gannett. In the third quarter of 2002, Tribune Company launched a multimillion-dollar ad campaign promoting its new FleXads, which allow professional advertisers and businesses to simultaneously compose, schedule, pay and place help-wanted ads online and in affiliated newspapers. Tribune's commitment to this program is illustrated by equity investments totaling $3.3 million into AdStar during the past twelve months, and we expect revenue from FleXads to accelerate in the current year." "We have spent much time and invested a great deal of money in the development of Web-based products and services that allow newspapers and other publishers to take full advantage of online technology to sell classified advertising. We have also developed an application-programming interface (API) that expands our market opportunity across all major verticals of classified advertising, including real estate, automotive and recruitment, enabling third parties to access the power of AdStar's technology infrastructure. Management believes that 2003 will be a year in which we begin reaping benefits from such investments in the form of accelerating revenue growth and significant progress towards profitability," concluded Bernhard. About AdStar, Inc. AdStar (Nasdaq: ADST, ADSTW), headquartered in Marina del Rey, Calif., is a leading provider of remote advertising technology products and services to the $20+ billion classified advertising industry. AdStar transforms publishers' Web sites into full-service classified ad sales channels for their print and online classified ad departments. Since 1986, AdStar has set the standard for remote ad entry software by allowing advertisers 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 50 of the largest newspapers in the United States, the Newspaper Association of America's BonafideClassifieds Web site (where ads can be placed in more than 120 newspapers), CareerBuilder, and a growing number of other online and print media companies. Forward Looking Statements: This release contains forward-looking statements concerning the business and products 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. For Further Information, Please Contact: Jeffrey Baudo, COO at (310) 577-8255 or via email at jbaudo@adstar.com Or R. Jerry Falkner, CFA, RJ Falkner & Company, Inc. at (800) 377-9893 or via email at jerry@rjfalkner.com (Financial Highlights Follow) AdStar Announces Preliminary Annual Results for 2002 pg. 3 AdStar, Inc. Balance Sheet December 31, 2002 ------------ Assets Current assets: Cash and cash equivalents $ 940,378 Restricted cash 174,918 Accounts receivable, net of allowance for doubtful accounts of $49,672 155,159 Notes receivable from officers - current portion 7,179 Prepaid and other assets 143,884 ---------- Total current assets 1,421,518 Notes receivable from officers, net of current portion 239,945 Property and equipment, net 2,548,969 Intangible, net 47,346 Other assets 31,413 ---------- Total assets $4,289,191 ========== Liabilities and stockholders' equity Current liabilities: Accounts payable $1,126,425 Accrued expenses 555,816 Deferred revenue 113,571 Capital lease obligations - current portion 28,980 ---------- Total current liabilities 1,824,792 Capital lease obligations, net of current portion 49,807 ---------- Total liabilities 1,874,599 Stockholders' equity 2,414,592 ---------- Total liabilities and stockholders' equity $4,289,191 ========== -- more -- AdStar Announces Preliminary Annual Results for 2002 Pg. 4 Statements of Operations
Year ended December 31, -------------------------- 2002 2001 ----------- ----------- ASP, net $ 915,819 $ 286,501 Licensing and software 1,070,341 1,100,431 Customization and other 255,332 693,680 ----------- ----------- Net revenues 2,241,492 2,080,612 Cost of revenues 1,106,502 805,964 ----------- ----------- Gross profit 1,134,990 1,274,648 Selling and marketing expense 555,588 656,349 General and administrative expenses 1,859,286 1,881,957 Product development costs 627,040 639,503 Restructuring costs 322,604 -- ----------- ----------- Loss from operations (2,230,068) (1,903,161) Other Income 62,796 -- Interest income (expense), net 14,389 23,871 ----------- ----------- Loss before taxes (2,152,883) (1,879,290) Provision for income taxes (6,760) (5,208) ----------- ----------- Net loss $(2,159,643) $(1,884,498) Deemed dividend on issuance of series B-1 preferred stock (204,000) -- ----------- ----------- Net loss applicable to common stockholders $(2,363,643) $(1,884,498) =========== =========== Loss per share - basic and diluted $ (0.29) $ (0.30) =========== =========== Weighted average number of shares - basic and diluted 8,193,132 6,373,037
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