SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(X) Quarterly Report Pursuant to Section 12 or 15(d) of the
Securities Exchange Act of 1934
For the Quarterly Period Ended March 31, 1997
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: 0-22281
SCOOP, INC.
(Exact name of Registrant as specified in its charter)
Delaware 33-0726608
(State or other jurisdiction of (I.R.S. Employer ID No.)
incorporation or organization)
2540 Red Hill Avenue 92705
Santa Ana, CA (Zip Code)
(Address of principal
executive offices)
(714) 225-6000
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the proceeding 12 months (or for any 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 No X
------- -------
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.
Common Stock, par value 5,409,547
$.001 per share (Outstanding on May 20, 1997)
Exhibit Index on Page 14
Total Number of Pages: 16
SCOOP, INC.
BALANCE SHEET
(UNAUDITED)
ASSETS
PRO FORMA
MARCH 31,
MARCH 31, 1997
1997 (NOTE 2)
---- --------
CURRENT ASSETS:
Cash and cash equivalents. . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 33,100
Accounts receivable, net of allowance for doubtful accounts of $100,900. . . . . 142,400
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 581,900
Income tax refund receivable . . . . . . . . . . . . . . . . . . . . . . . . . . 10,700
-----------
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 768,100
EQUIPMENT, at cost, net of accumulated depreciation and amortization . . . . . . 373,200
COVENANT-NOT-TO-COMPETE, net of amortization . . . . . . . . . . . . . . . . . . 72,300
OTHER ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,200
-----------
$ 1,221,800
-----------
-----------
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 651,800 $ 651,800
Accrued payroll. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71,000 71,000
Accrued royalty. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 327,700 327,700
Current portion of capital lease obligations . . . . . . . . . . . . . . . . . . 123,000 123,000
Current portion of covenant not-to-compete obligation . . . . . . . . . . . . . 15,300 15,300
Loans payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 450,000 450,000
Insurance payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 155,200 155,200
----------- -----------
Total current liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . 1,794,000 1,794,000
CAPITAL LEASE OBLIGATIONS, net of current portion. . . . . . . . . . . . . . . . 78,100 78,100
COVENANT-NOT-TO-COMPETE
OBLIGATION, net of current portion . . . . . . . . . . . . . . . . . . . . . . 60,200 60,200
MANDATORILY REDEEMABLE COMMON STOCK,
926,664 issued and outstanding - actual;
none issued and outstanding - pro forma (Notes 2 and 5). . . . . . . . . . . . 2,358,700
STOCKHOLDERS' DEFICIT (Note 5):
Preferred stock $.001 par value; 5,000,000 shares authorized;
no shares issued or outstanding.
Common stock, $.001 par value; 20,000,000 shares authorized;
2,853,833 (March 31, 1997) shares issued and outstanding -
actual; 3,752,497 shares issued and outstanding - pro forma. . . . . . . . . . $ 2,800 $ 3,700
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . 725,600 3,083,400
Accumulated deficit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,998,000) (3,998,000)
Deferred compensation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 200,400 200,400
----------- -----------
Total stockholders' deficit. . . . . . . . . . . . . . . . . . . . . . . . . . (3,069,200) (710,500)
$ 1,221,800 $ 1,221,800
----------- -----------
----------- -----------
See accompanying notes to financial statements
2
SCOOP, INC.
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1997
(UNAUDITED)
Three Months Ended
March 31,
--------------------
1996 1997
---- ----
Net Sales. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 309,100 $ 476,300
Cost of Sales. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 168,800 222,000
----------- -----------
Gross Profit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 140,300 254,300
Operating Expenses:
Research and development. . . . . . . . . . . . . . . . . . . . . . . . . . . 96,600 306,300
Selling and marketing . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58,700 146,000
General and administrative. . . . . . . . . . . . . . . . . . . . . . . . . . 158,300 362,900
----------- -----------
313,600 815,200
----------- -----------
Operating loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (173,300) (560,900)
Interest expense, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 300 5,200
----------- -----------
Loss before provision for income taxes . . . . . . . . . . . . . . . . . . . . . (173,600) (566,100)
Provision for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,600 1,600
----------- -----------
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (175,200) $ (567,700)
----------- -----------
Net loss applicable to common stock (Note 3) . . . . . . . . . . . . . . . . . . $ (622,200)
-----------
Net loss per common share (Note 3) . . . . . . . . . . . . . . . . . . . . . . . $ (0.06) $ (0.15)
----------- -----------
Weighted average common shares outstanding (Note 3). . . . . . . . . . . . . . . 2,880,000 4,116,000
----------- -----------
----------- -----------
See accompanying notes to financial statements
3
SCOOP, INC.
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1997
(UNAUDITED)
Three Months Ended
March 31,
--------------------
1996 1997
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (175,200) $ (567,700)
Adjustments to reconcile net loss to net cash
used in operating activities:.
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . 17,000 32,500
Deferred compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,200
Changes in:
Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . (24,500) (26,500)
Publishing materials. . . . . . . . . . . . . . . . . . . . . . . . . . . 4,000
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . (14,000) (394,400)
Income tax refund receivable. . . . . . . . . . . . . . . . . . . . . . . 17,200 4,700
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78,000 236,800
Accrued payroll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 900 (62,000)
Accrued royalty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62,500 43,500
Other accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . 79,600 122,900
----------- -----------
Net cash used in operating activities . . . . . . . . . . . . . . . . 45,500 (602,000)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . (12,200) (51,900)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of note payable to stockholder . . . . . . . . . . . . . . . . . . . . (88,000)
Borrowings under line of credit (Note 4) . . . . . . . . . . . . . . . . . . . . 150,000
Proceeds from bridge notes (Note 4). . . . . . . . . . . . . . . . . . . . . . . 300,000
Repayment of capital lease obligations . . . . . . . . . . . . . . . . . . . . . (9,500) (20,300)
Repayment of covenant-not-to-compete obligation. . . . . . . . . . . . . . . . . (4,100) (5,100)
----------- -----------
Net cash provided by financing activities . . . . . . . . . . . . . . (101,600) 424,600
----------- -----------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS. . . . . . . . . . .. . . . . . $ (68,300) $ (229,300)
CASH AND CASH EQUIVALENTS:
Beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,300 262,400
----------- -----------
End of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (67,000) $ 33,100
----------- -----------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION -
Cash paid during the period for:
Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 300 $ 8,300
----------- -----------
Income taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,600 $ 1,600
----------- -----------
SCHEDULE OF NONCASH INVESTING AND FINANCING
TRANSACTIONS:
Contractual obligations incurred for the acquisition of equipment . . . . . . $ 19,000 $ 43,700
----------- -----------
Increase in redemption value of redeemable shares of common stock . . . . . . $ 56,200
-----------
See accompanying notes to financial statements
4
SCOOP, INC.
NOTES TO FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The accompanying financial statements of Scoop, Inc. (the "Company") have been
prepared pursuant to the rules and regulations of the Securities and Exchange
Commission ("SEC"). Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations. In the opinion of management, the financial statements include all
adjustments necessary for a fair presentation of the balance sheet at March 31,
1997, the results of operations for the three months ended March 31, 1997 and
1996, and the cash flows for the three months ended March 31, 1997 and 1996. The
condensed consolidated financial statements should be read in conjunction with
the financial statements and notes thereto included in the Company's Form SB-2
Registration Statement (file no. 333-15129) declared effective by the SEC on
April 9, 1997.
In May 1996, the Company effected a 1,006.654-for-1 stock split of its then
outstanding common stock. All share and per share amounts included in the
accompanying financial statements have been restated to reflect the stock split.
In November 1996, NewsMakers Information Services, Inc., a wholly owned
subsidiary of the Company was merged into the Company. The accompanying
financial statements have been restated to reflect this reorganization, which
has been accounted for on a basis similar to a pooling of interests.
In March 1997, the Company reincorporated in the State of Delaware. The
accompanying financial statements include the effects of the reincorporation
and resulting increase in the number of shares of common stock authorized to
20,000,000 shares and the authorization of 5,000,000 shares of preferred
stock.
2. PRO FORMA LIABILITIES AND STOCKHOLDERS' DEFICIT
As of March 31, 1997, the Company was preparing for an initial public offering
of its common stock. Upon the completion of the Company's initial public
offering in April 1997, the mandatory redemption rights associated with certain
shares of common stock terminated. The accompanying pro forma information as of
March 31, 1997 gives effect to the termination of such redemption rights.
3. NET LOSS PER SHARE
NET LOSS APPLICABLE TO COMMON STOCK - Pursuant to Securities and Exchange
Commission Staff Accounting Bulletin Topic 6b, net loss applicable to common
stock for the period presented has been calculated by adding to the net loss the
increase in the redemption value of redeemable shares of common stock.
NET LOSS PER COMMON SHARE - Net loss per common share has been computed by
dividing the net loss or net loss applicable to common stock by the weighted
average number of common shares and redeemable common shares outstanding during
the periods presented. Additionally, pursuant to Securities and Exchange
Commission Staff Accounting Bulletin Topic 4d, stock options and
5
SCOOP, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
warrants granted during the twelve months prior to the effective date of the
Company's Form SB-2 Registration Statement have been included in the calculation
of common equivalent shares using the treasury stock method, as if they were
outstanding as of the beginning of each period net loss per share is presented.
4. FINANCING ARRANGEMENTS
LINE OF CREDIT - In February 1997, the Company entered into a credit agreement
with an independent third party, which provides for maximum borrowings of
$150,000. The line of credit is collateralized by accounts receivable, bears
interest at 9.5% and has a commitment term expiring in August 1997. Any
borrowings outstanding are payable in full by November 1997. In lieu of paying a
loan processing fee, the Company granted to this individual a warrant to
purchase up to 15,750 shares of the Company's common stock at $5.50 per share.
BRIDGE NOTES - In February 1997, the Company borrowed $150,000 from a
stockholder of the Company. The loan was unsecured, accrued interest at 9.75%
and matured April 30, 1997. As additional consideration for the loan, the
Company granted the stockholder a warrant to purchase 15,000 shares of the
Company's common stock at $4.50 per share. The Company repaid the bridge note in
full from the proceeds of its initial public offering.
Additionally, in February 1997, two separate individuals each loaned $75,000 to
the Company in exchange for the Company's promissory notes. The borrowings were
unsecured, accrued interest at 9.75% and matured at the earlier of March 31,
1997, or upon the completion of an initial public offering. As of March 31,
1997, the Company had not completed its initial public offering or repaid the
promissory notes. In April 1997, the Company repaid both bridge notes in full
from the proceeds of its initial public offering.
5. SUBSEQUENT EVENTS
On April 16, 1997, the Company completed its initial public offering of
1,450,000 shares of common stock at $4.50 per share, resulting in proceeds to
the Company of approximately $5.2 million, net of underwriting discounts and
commissions and offering expenses. In May 1997, the Company sold an additional
207,050 shares of common stock at $4.50 per share pursuant to the exercise of
the underwriters' over-allotment option, resulting in additional net proceeds to
the Company of approximately $817,000. The proceeds from the initial public
offering will be used by the Company for the development of the Company's SCOOP
SMARTGUIDE-TM- technology, sales and marketing expenses, the acquisition of
capital equipment, the initiation of the SCOOP!-TM- operations center, to repay
indebtedness (Note 4) and for other general corporate purposes.
6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
THE FOLLOWING DISCUSSION AND ANALYSIS OF THE COMPANY'S FINANCIAL CONDITION AND
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1997 SHOULD
BE READ IN CONJUNCTION WITH THE COMPANY'S FORM SB-2 REGISTRATION STATEMENT (FILE
NO. 333-15129) DECLARED EFFECTIVE BY THE SEC ON APRIL 9, 1997.
GENERAL
The Company currently markets a line of business information products
consisting of customized reprints, wall displays and desk displays of
articles published in newspapers and magazines and over the Internet.
Substantially all of the Company's net sales to date have been generated by
these media products.
The Company is also in the process of developing SCOOP!-TM-, an on-line
business information service designed to enable customers to efficiently
satisfy their daily information needs. The Company intends to complete
product development and launch an electronic mail version of the SCOOP!-TM-
information service in the summer of 1997 and launch the Internet version of
SCOOP!-TM- in the fall of 1997. A number of factors may affect the Company's
ability to launch the electronic mail and Internet versions of the SCOOP!-TM-
service on the schedule described in the foregoing forward-looking statement,
including, without limitation, the Company's ability to successfully complete
development of its SCOOP SMARTGUIDE-TM- technology such that the technology
actually performs as conceptualized and designed, to establish relationships
with strategic distribution partners, and to achieve market acceptance of the
Scoop!-TM- service. For a more detailed description of these factors, see
"Risk Factors -- Failure to Develop Service or Obtain Market Acceptance," "
- -- Dependence on Potential Strategic Distribution Partners," "-- Established
Competitors and Intense Competition," and "-- Risk of Technological Change
and Evolving Industry Standards" in the Company's Form SB-2 Registration
Statement. There can be no assurance that the Company will be successful in
its efforts to develop and market the SCOOP!-TM- information service.
In April 1997, the Company completed its initial public offering of common
stock. The Company sold 1,657,050 shares of common stock at $4.50 per share,
including shares sold upon the exercise of the underwriters' over-allotment
option, resulting in net proceeds to the Company of approximately $6.0 million.
The Company intends to use a substantial portion of the net proceeds from the
offering for expenses relating to the development and launch of the SCOOP!-TM-
service.
7
RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, certain financial
data as a percentage of net sales for the three month periods ended March 31,
1996 and 1997.
THREE MONTHS
ENDED MARCH 31,
1996 1997
---- ----
Net Sales. . . . . . . . . . . . . . . . . . . . . . 100.0% 100.0%
Cost of Sales. . . . . . . . . . . . . . . . . . . . 54.6% 46.6%
-------- --------
Gross Profit . . . . . . . . . . . . . . . . . . 45.4% 53.4%
Operating Expenses:
Research and development . . . . . . . . . . . . . 31.3% 64.3%
Selling and marketing. . . . . . . . . . . . . . . 19.0% 30.7%
General and administrative . . . . . . . . . . . . 51.2% 76.2%
-------- --------
101.5% 171.2
-------- --------%
Operating loss . . . . . . . . . . . . . . . . . . . (56.1)% (117.8)%
Interest expense, net. . . . . . . . . . . . . . . . 0.1% 1.1
-------- --------%
Loss before provision for income taxes . . . . . . . (56.2)% (118.9)%
Provision for income taxes . . . . . . . . . . . . . 0.5% .3%
-------- --------
Net loss . . . . . . . . . . . . . . . . . . . . . . (56.7)% (119.2)%
-------- --------
-------- --------
THREE MONTHS ENDED MARCH 31, 1997 AND 1996
NET SALES. Net Sales increased 54.1% in the three months ended March 31,
1997 to $476,300 from $309,100 in the comparable 1996 period. The growth in
net sales was principally driven by the Company's focused efforts to expand
sales of its media reprints product line. Gross profit margins increased
primarily due to improved economies of scale associated with the increase in
reprint product sales and improvements in supplier costs. The Company has
focused its sales efforts on reprints because the Company believes that there
is a larger market for reprints with a higher growth potential than there is
for the Company's other products. The Company also believes that the reprint
business will effectively complement the SCOOP!-TM-information services.
Net sales of reprints increased 56.2% in the three months ended March 31,
1997 to $339,000 from $217,000 in the comparable 1996 period. This growth
resulted primarily from increased sales generated through its relationship with
Investors Business Daily ("IBD"). The Company has been the exclusive provider of
content reprints for IBD since August 1995 and derived approximately 43.5% of
total net sales for the three months ended March 31, 1997 from the sale of
reprints of IBD content. In 1997, the Company entered into an agreement to be
the exclusive provider of reprints for The Motley Fool, an Internet based
investment-oriented publication.
The Company does not view the FAMEFRAME wall display product line as
being synergistic with its progression as an information services company.
Due to this view and its low gross profit contribution, the Company has
decided to evaluate options for selling the FAMEFRAME product line in 1997.
No sales are expected to be generated from the SCOOP!-TM- service until
after the anticipated commercial launch of the electronic mail service in the
summer of 1997. Once
8
launched, sales for SCOOP!-TM- are expected to be booked principally on a per
transaction basis as information is accessed by users.
COST OF SALES. Cost of sales increased 31.5% in the three months ended
March 31, 1997 to $222,000 from $168,800 in the comparable period in 1996. The
increase in cost of sales was primarily driven by higher royalty fees and
production costs associated with the growth of reprint sales. Overall, gross
profits from the sale of media products increased by $114,000 in the three
months ended March 31, 1997 compared to the same period in 1996.
Cost of sales consists primarily of the external production costs,
subscriptions, shipping and various usage, permission, and royalty fees arising
from the reproduction of printed and electronic content for the media products.
RESEARCH AND DEVELOPMENT EXPENSES. Research and development ("R&D")
expenses increased 217.1% in the three months ended March 31, 1997 to
$306,300 from $96,600 in the comparable 1996 period. The increase in R&D
expense was primarily driven by additional development team staffing and
increased utilization of third party design services, all related to the
SCOOP SMARTGUIDE-TM- technology.
R&D expenses in the 1997 and 1996 periods included the cost of content
acquisition from UMI and a prior content supplier for the purpose of
developing the SCOOP SMARTGUIDE-TM- technology. Expenses for content
acquisition in the three months ended March 31, 1997 were $44,800 versus
$62,500 in the comparable 1996 period. In October 1996, the Company signed a
content agreement with UMI. Costs for UMI content will be incurred as R&D
expense up to the launch of the SCOOP!-TM- service at which point they will
be included as part of costs of sales. The 1997 contractual minimums with UMI
are approximately $296,000.
To date all R&D expenses related to the development of the SCOOP
SMARTGUIDE-TM- technology and have been expensed as incurred.
SELLING AND MARKETING EXPENSES. Selling and marketing expenses increased
148.7% in the three months ended March 31, 1997 to $146,000 from $58,700 in the
comparable 1996 period. The increase was due primarily to the addition of sales
and sales support staff during 1996 to generate sales growth and the
commencement in the fourth quarter of 1996 of marketing activities related to
the SCOOP!-TM- service. Expenses for sales and marketing are expected to
significantly increase during 1997 as the Company prepares for the anticipated
launch of the SCOOP!-TM- information service.
GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
("G&A") increased 129.2% in the three months ended March 31, 1997 to $362,900
from $158,300 in the comparable 1996 period. The increase in G&A was
primarily attributable to additional salary expenses resulting from the
expansion of the management team in the second half of 1996. G&A also
includes professional fees for accounting, legal, and other consulting
services, all office service expense, and other expenses for internal G&A
functional departments.
9
INTEREST EXPENSE. Interest expense increased to $5,200 in the three months
ended March 31, 1997 compared to $300 in the comparable 1996 period.
LIQUIDITY AND CAPITAL RESOURCES
Historically, the Company has financed its operations primarily through
private sales of Common Stock and has supplemented such funds with borrowings.
In the three months ended March 31, 1997, the Company used $602,000 in operating
cash flows, primarily to fund the SCOOP SMARTGUIDE-TM- technology development
activities and additional expenses, including those resulting from the expansion
of the management team in 1996. Cash provided by financing activities in the
three months ended March 31, 1997 totaled $424,600, principally reflecting the
proceeds from bridge loans and the accounts receivable line of credit described
below. The Company had approximately $33,100 in cash and cash equivalents at
March 31, 1997.
The Company has also used equipment leases and debt instruments to finance
the majority of its purchases of capital equipment, and at March 31, 1997 had
obligations of approximately $201,100 incurred in connection with these
purchases. Capital requirements for 1997 are currently expected to be
approximately $900,000, primarily consisting of computer equipment required to
support development of the SCOOP SMARTGUIDE-TM- technology and to run the
SCOOP!-TM- information service.
In October 1996, the Company entered into a license agreement with UMI
Company which gives the Company the right to resell content from news and
information sources through the SCOOP!-TM- service. The Company will incur
minimum royalty payments under the UMI license agreement of approximately
$296,000 in 1997 and $570,000 in 1998.
In February 1997, the Company established a $150,000 revolving secured
credit line with a commitment term expiring on August 15, 1997. Borrowings under
the line bear interest at 9.5% per annum and are due on November 13, 1997. The
line is secured by the Company's accounts receivable and may be prepaid without
penalty. The Company has borrowed $150,000 under the line and anticipates that
such borrowings will be repaid from the net proceeds from its initial public
offering.
Through March 31, 1997, the Company has incurred significant operating
losses and expects significant additional losses in the future. The Company's
ability to continue as a going concern is dependent upon future events,
including the successful development and market acceptance of its SCOOP!-TM-
service and its ability to secure additional sources of financing. These factors
raise substantial doubt about the Company's ability to continue as a going
concern. The Company believes that the net proceeds from the initial public
offering will be adequate to meet its capital needs for at least the next nine
months. The Company's current operating plan shows that at the end of such
nine-month period, the Company will require substantial additional capital.
Moreover, if the Company experiences unanticipated cash requirements during the
nine-month period or experiences delays in the development or marketing of its
SCOOP!-TM- service, the Company could require additional capital to fund its
operations, continue research and development programs, and commercialize any
products that may be developed. There can be no
10
assurance that additional financing will be available at all or that, if
available, such financing will be obtainable on terms favorable to the Company
and would not be dilutive.
IMPACT OF RECENT ACCOUNTING PRONOUNCEMENTS
In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standard No. 128, Earnings Per Share (SFAS 128) which is
effective for financial statements issued for periods ending after December 15,
1997. SFAS No. 128 requires the disclosure of basic and diluted earnings per
share. For the three months ended March 31, 1997, the amount reported as net
loss applicable to common stock is not materially different than would have been
reported for basic and diluted loss applicable to common stock in accordance
with SFAS No. 128.
11
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The following matters were submitted to a vote of security holders during
the three month period ended March 31, 1997:
By written consent dated as of February 27, 1997, the holders of a majority
of the Company's outstanding common stock approved the following actions: (i)
the reincorporation of the Company from California to Delaware through a merger
of the Company with its predecessor, Scoop, Inc., a California corporation; (ii)
approval of the form of indemnification agreement to be entered into between the
Company and each of its directors and officers; and (iii) adoption of the
Company's 1996 Stock Incentive Plan. Stockholders holding a total of 1,935,486
of the 3,752,497 shares of common stock then outstanding approved the actions.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following exhibits are included herein:
3.1 Certificate of Incorporation of Scoop, Inc.*
3.2 Bylaws of Scoop, Inc.*
4.1 Form of Common Stock Certificate*
4.2 Form of Representative Warrant*
4.3 Form of Consultant Warrant*
4.4 Warrant dated October 18, 1996 issued to Bell & Howell*
4.5 Form of Subscription Supplement and Registration Rights
Agreement*
4.6 Form of Lock-Up Agreement*
11.1 Computation of Net Loss Per Common Share
27.1 Financial Data Schedule
----------------------------------------------------------------------
* Incorporated by reference to the corresponding numbered exhibit
included in the Company's Registration Statement on Form SB-2
(file no. 333-15129).
(b) Reports on Form 8-K
The Company did not file any reports on Form 8-K during the three months
ended March 31, 1997.
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SIGNATURES
Pursuant to 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: May 27, 1997 /s/ Mark Davidson
-----------------------------------
Mark Davidson
President and Chief Financial Officer
(authorized officer and prinicipal
financial and accounting officer)
13
EXHIBIT INDEX
Sequential
Exhibit No. Description Page Number
- ----------- ----------- -----------
3.1 Certificate of Incorporation of Scoop, Inc. *
3.2 Bylaws of Scoop, Inc. *
4.1 Form of Common Stock Certificate *
4.2 Form of Representative Warrant *
4.3 Form of Consultant Warrant *
4.4 Warrant dated October 18, 1996 issued to Bell & Howell *
4.5 Form of Subscription Supplement and Registration Rights
Agreement *
4.6 Form of Lock-Up Agreement *
11.1 Computation of Net Loss Per Common Share 15
27.1 Financial Data Schedule 16
- --------------------------------------------------------------------------------
* Incorporated by reference to the corresponding numbered exhibit included in
the Company's Registration Statement on Form SB-2 (file no. 333-15129).
14