U.S. 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 January 31, 2000 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission file number: 000-17468 ----------------- GREENSTONE ROBERTS ADVERTISING, INC, (Exact name of the Registrant as specified in its charter) NEW YORK 11-2250305 -------- ---------- State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 401 BROADHOLLOW ROAD, MELVILLE, NEW YORK 11747 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (516) 249-2121 - ----------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed from last report) 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 ___ APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by court. Yes __ No __. APPLICABLE ONLY TO CORPORATE ISSUERS: State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 918,277 SHARES OF COMMON STOCK, PAR VALUE $0.01. Transitional Small Business Disclosure Format (check one): Yes __ No X GREENSTONE ROBERTS ADVERTISING, INC. AND SUBSIDIARY INDEX TO CONSOLIDATED FINANCIAL STATEMENTS PART I - FINANCIAL INFORMATION PAGE NUMBER Item 1. Consolidated Financial Statements Consolidated Balance Sheets as of January 31, 2000 and October 31, 1999 3 Consolidated Statements of Operations for the three months ended January 31, 2000 and the nine months 4 ended January 31, 1999 Consolidated Statements of Cash Flows for the three months ended January 31, 2000 and the nine months 5 ended January 31, 1999 Notes to Consolidated Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial 7 Condition and Results of Operations PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 8 GREENSTONE ROBERTS ADVERTISING, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS (UNAUDITED) (AUDITED) JANUARY 31, OCTOBER 31, 2000 1999 ---- ---- ASSETS CURRENT ASSETS Cash and cash equivalents $1,259,975 $1,985,070 Accounts receivable, net of allowance for bad debts of $1,001,723 in 2000 and $998,723 in 1999 4,621,366 4,035,734 Billable production orders in process, at cost 166,130 126,413 Other current assets 88,176 116,886 ----------------- ---------------- TOTAL CURRENT ASSETS 6,135,647 6,264,103 Furniture, equipment and leasehold improvements, less accumulated depreciation and amortization of $1,537,969 in 2000 and $1,488,313 in 1999 583,016 632,141 Deferred income taxes 194,120 194,120 Cost in excess of net assets acquired and other assets, net of accumulated amortization of $97,041 2,257 2,257 ----------------- ---------------- TOTAL ASSETS $6,915,040 $7,092,621 ================= ================ LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $4,551,282 $4,684,146 Accrued liabilities 71,693 150,540 ----------------- ---------------- TOTAL CURRENT LIABILITIES 4,622,975 4,834,686 Other liabilities 103,798 94,070 ----------------- ---------------- TOTAL LIABILITIES 4,726,773 4,928,756 Commitments and contingencies SHAREHOLDERS' EQUITY Preferred stock, $1.00 par value, 1,000,000 shares Authorized, no shares issued or outstanding - - Common stock, $.10 par value, 3,000,000 shares Authorized, 1,060,000 shares issued 106,000 106,000 Additional paid-in capital 3,343,793 3,343,793 Retained earnings (649,567) (673,969) Less: treasury stock, 141,723 shares at cost (611,959) (611,959) ----------------- ---------------- TOTAL SHAREHOLDERS' EQUITY 2,188,267 2,163,865 ----------------- ---------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $6,915,040 $7,092,621 ================= ================ See accompanying notes to consolidated financial statements. GREENSTONE ROBERTS ADVERTISING, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) FOR THREE MONTHS ENDED JANUARY 31, 2000 1999 ---- ---- COMMISSIONS AND FEES $891,399 $1,158,597 EXPENSES: Salaries and employee related expenses 559,563 783,117 Office and general expenses 335,057 341,748 ---------------- --------------- 894,620 1,124,865 ---------------- --------------- Income (loss) from operations (3,221) 33,732 Interest income 27,623 14,895 ---------------- --------------- INCOME BEFORE INCOME TAXES 24,402 48,627 Provision for income taxes - - ---------------- --------------- NET INCOME $24,402 $48,627 ================ =============== EARNINGS PER COMMON SHARE; BASIC AND DILUTED $0.03 $0.07 ================ =============== SHARES USED IN COMPUTING EARNINGS PER COMMON SHARE, BASIC 918,277 743,277 ================ =============== SHARES USED IN COMPUTING EARNINGS PER COMMON SHARE, DILUTED 924,786 743,277 ================ =============== See accompanying notes to consolidated financial statements. GREENSTONE ROBERTS ADVERTISING, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE THREE MONTHS ENDED JANUARY 31, 2000 1999 ---- ---- OPERATING ACTIVITIES: Net income $ 24,402 $ 48,627 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 49,656 55,403 Provision for bad debts 3,000 3,000 Changes in operating assets and liabilities: Accounts receivable - - Billable production orders in process, at cost (39,717) 135,458 Other current assets 28,710 53,633 Accounts payable - - Accrued liabilities and other (69,119) (23,005) -------------------- -------------------- Net cash used in operating activities (724,564) (373,842) -------------------- -------------------- INVESTING ACTIVITIES: Purchase of furniture, equipment and leasehold improvements (531) (31,322) -------------------- -------------------- Net cash used in investing activities (531) (31,322) -------------------- -------------------- Net decrease in cash and cash equivalents (725,095) (405,164) Cash and cash equivalents at beginning of year 1,985,070 1,753,681 -------------------- -------------------- Cash and cash equivalents at end of period $1,259,975 $1,348,517 ==================== ==================== See accompanying notes to consolidated financial statements. GREENSTONE ROBERTS ADVERTISING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. The consolidated interim financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. It is therefore suggested that these consolidated financial statements be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-KSB for the fiscal year ended October 31, 1999. 2. These statements reflect all adjustments consisting of normal recurring accruals, which, in the opinion of management, are necessary for a fair presentation of the Company's financial position and results of operations and cash flows for the three month periods ended January 31, 2000 and 1999. 3. Results of operations for interim periods are not necessarily indicative of annual results. 4. The consolidated financial statements include the accounts of the Company and its subsidiary. All significant inter-company balances and transactions have been eliminated. 5. Earnings Per Share. A reconciliation of shares used in calculating basic and diluted earnings per share follows: FOR THE THREE MONTHS ENDED JANUARY 31, 2000 1999 ---- ---- Basic 918,277 743,277 Effect of assumed conversion of employee stock options 6,509 - ----------- ----------- Diluted 924,786 743,277 =========== =========== For fiscal 2000 and 1999, 75,241 and 68,550 options respectively were anti-diluted. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. RESULTS OF OPERATIONS FOR THE FIRST QUARTER ENDED JANUARY 31, 2000 AS COMPARED TO THE FIRST QUARTER ENDED JANUARY 31, 1999. Commissions and fees decreased $267,198, or 23% from $1,158,597 for the quarter ended January 31, 1999 to $891,399 for the quarter ended January 31, 2000. This decrease is principally attributable to the loss of accounts, which has been partially offset by the addition of new accounts. Salaries and employee related costs decreased $223,554 or 29% from $783,117 for the quarter ended January 31, 1999 to $559,563 for the quarter ended January 31, 2000. Salaries and employee related costs as a percent of revenues was reduced from 68% for the quarter ending January 31, 1999 to 63% for the quarter ending January 31, 2000 due primarily to management efforts to control costs in various operating areas. Office and general expenses decreased $6,691 or 2%, due to the stabilization of these expenses. Interest income, net, increased $12,728 due to higher interest rates and an increase in the amount of short-term investments. LIQUIDITY AND CAPITAL RESOURCES The Company's working capital was approximately $1,512,000 at January 31, 2000, primarily comprised of cash and cash equivalents of $1,260,000, accounts receivable of $4,621,000, billable production orders of $166,000, and other assets of $88,000 offset by accounts payable and accrued liabilities of $4,623,000. Net cash used in operating activities for the three months ended January 31, 2000 was approximately $725,000. The principal factors contributing to the decrease in cash flow were increases in accounts receivable of $586,000, and decreases in accounts payable and accrued expenses of $202,000. Because the Company recognizes commissions as a percentage of expenditures incurred, the accounts receivable balance relates not only to the commissions and fees shown on the income statement, but also to receivables for production costs and media purchased for clients. Similarly, the accounts payable balance includes payables for production costs and media incurred on behalf of clients. The Company has available an unsecured $500,000 line of credit from a bank which expires in April 2000. Loans against the credit line bear interest equal to the "Prime Rate", as defined. The Prime Rate at January 31, 2000 was 8.50%. The Company intends to renew its credit line in April 2000. Management believes that its current working capital levels will be sufficient to meet the Company's liquidity and working capital requirements for the foreseeable future. The Company does not anticipate any increases in capital expenditures or other cash requirements which would have a material adverse effect on its liquidity. GREENSTONE ROBERTS ADVERTISING, INC. AND SUBSIDIARY PART II - OTHER INFORMATION Item 6 - Exhibits and Reports on Form 8-K None Exhibit 27 - Financial Data Schedule SIGNATURES In accordance with the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: March 15, 2000 Greenstone Roberts Advertising, Inc. By: /s/ Ronald M. Greenstone --------------------------- Ronald M. Greenstone Chairman of the Board, Chief Executive Officer Date: March 15, 2000 By: /s/ Richard De Stefano ------------------------------- Richard De Stefano Acting Chief Financial Officer