U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended April 30, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number: 000-17468
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KUPPER PARKER COMMUNICATIONS, INCORPORATED
(Exact name of the Registrant as specified in its charter)
NEW YORK 11-2250305
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8301 Maryland Avenue, St. Louis, Missouri 63105
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (314) 290-2000
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------------------------------------
(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: 6,026,531 shares of Common Stock, par
value $0.01.
Transitional Small Business Disclosure Format (check one): Yes No X
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In reliance on Release No. 34-45589 of the Securities Exchange Act of 1934, the
unaudited financial statements contained herein have not been reviewed pursuant
to Item 310(b) of Regulation S-B. A review of these financial statements will be
performed in accordance with Item 310(b) of Regulation S-B in connection with
Registrant's filing of its Form 10-QSB for the quarter ended July 31, 2002.
KUPPER PARKER COMMUNICATIONS, INCORPORATED AND SUBSIDIARIES
INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
<Table>
<Caption>
PART I - FINANCIAL INFORMATION
Page Number
-----------
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of
April 30, 2002 (Unaudited) and October 31, 2001 3
Condensed Consolidated Statements of Operations for
the three months ended April 30, 2002 and 2001
(Unaudited) 4
Condensed Consolidated Statements of Operations for
the six months ended April 30, 2002 and 2001
(Unaudited) 5
Condensed Consolidated Statements of Cash Flows for
the six months ended April 30, 2002 and 2001
(Unaudited) 6
Notes to Condensed Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial
Condition or Plan of Operation 9
PART II - OTHER INFORMATION
Item 4. Submission of Matters To a Vote of Security Holders 13
Item 6. Exhibits and Reports on Form 8-K 13
Signatures 14
</Table>
2
KUPPER PARKER COMMUNICATIONS, INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<Table>
<Caption>
(Unaudited) (Audited)
April 30, October 31,
2002 2001
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ASSETS
Current Assets
Cash and cash equivalents $ 387,252 $ 1,830,860
Accounts receivable, net of allowance for bad debts
of $382,406 and $417,876 7,715,123 10,039,151
Other current assets 647,302 1,107,867
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Total Current Assets 8,749,677 12,977,878
------------ ------------
Property and equipment, net of accumulated depreciation and
amortization of $1,540,247 and $1,332,045 1,030,689 1,202,899
Goodwill, net of accumulated amortization of
$542,939 and $388,323 5,992,692 6,131,108
Other assets 441,781 441,172
------------ ------------
Total Assets $ 16,214,839 $ 20,753,057
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Current maturities of long-term debt $ 380,248 $ 365,073
Short-term bank borrowings 1,950,328 1,900,328
Accounts payable 9,739,191 12,899,867
Accrued expenses 1,649,380 1,973,260
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Total Current Liabilities 13,719,147 17,138,528
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Noncurrent Liabilities
Long-term debt, less current maturities 202,514 389,224
Other long-term liabilities 576,763 634,601
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Total Noncurrent Liabilities 779,277 1,023,825
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Stockholders' Equity
Common stock, $.10 stated value, 30,000,000 shares authorized;
6,168,254 shares issued 616,825 616,825
Paid-in capital 3,454,643 3,454,643
Retained earnings (1,741,917) (868,884)
Treasury stock, at average cost; 141,723 shares (611,958) (611,958)
Cumulative translation adjustment (1,178) 78
------------ ------------
Total Shareholders' Equity 1,716,415 2,590,704
------------ ------------
Total Liabilities and Shareholders' Equity $ 16,214,839 $ 20,753,057
============ ============
</Table>
See accompanying notes to condensed consolidated financial statements.
3
KUPPER PARKER COMMUNICATIONS, INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<Table>
<Caption>
FOR THREE MONTHS ENDED APRIL 30,
--------------------------------
2002 2001
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REVENUES $ 3,429,550 $ 3,325,364
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OPERATING EXPENSES:
Salaries and Benefits 2,760,786 2,591,942
Office and General 985,146 870,154
----------- -----------
Total Operating Expenses 3,745,932 3,462,096
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Operating Income (Loss) (316,382) (136,732)
OTHER INCOME (EXPENSE):
Interest income 2,311 14,257
Interest expense (30,649) (19,319)
----------- -----------
(28,338) (5,062)
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Pretax Income (Loss) (344,720) (141,794)
PROVISION FOR TAXES -- (37,711)
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NET INCOME (LOSS) $ (344,720) $ (104,083)
=========== ===========
BASIC AND DILUTED EARNINGS (LOSS) PER SHARE $ (0.06) $ (0.02)
=========== ===========
</Table>
See accompanying notes to condensed consolidated financial statements.
4
KUPPER PARKER COMMUNICATIONS, INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<Table>
<Caption>
FOR SIX MONTHS ENDED APRIL 30,
------------------------------
2002 2001
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REVENUES $ 7,151,869 $ 6,878,759
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OPERATING EXPENSES:
Salaries and Benefits 5,812,318 5,209,470
Office and General 1,992,520 1,715,526
Unusual Items 162,791 --
------------ ------------
Total Operating Expenses 7,967,629 6,924,996
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Operating Income (Loss) (815,760) (46,237)
OTHER INCOME (EXPENSE):
Interest income 10,068 44,713
Interest expense (67,341) (32,051)
------------ ------------
(57,273) 12,662
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Pretax Income (Loss) (873,033) (33,575)
PROVISION FOR TAXES -- 23,752
------------ ------------
NET INCOME (LOSS) $ (873,033) $ (57,327)
============ ============
BASIC AND DILUTED EARNINGS (LOSS) PER SHARE $ (0.14) $ (0.01)
============ ============
</Table>
See accompanying notes to condensed consolidated financial statements.
5
KUPPER PARKER COMMUNICATIONS, INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<Table>
<Caption>
FOR THE SIX MONTHS ENDED APRIL 30,
----------------------------------
2002 2001
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss) $ (873,033) $ (57,327)
Adjustments to reconcile net income (loss) to net cash provided by
operating activities
Depreciation and amortization 362,389 284,275
Provision for bad debts 36,890 46,137
Changes in assets - (increase) decrease
Accounts receivable 2,287,138 1,575,969
Other current assets 460,565 541,597
Other assets (609) (5,046)
Changes in liabilities - increase (decrease)
Accounts payable (3,160,676) (3,055,911)
Accrued expenses (381,718) (222,215)
Other 2,974 (39,213)
------------ ------------
Net Cash Provided by Operating Activities (1,266,080) (931,734)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (39,893) (65,924)
Purchase of 12% interest in CiB -- (153,973)
Acquisition of Chameleon Design, Inc. -- (12,259)
Acquisition of CGT -- (368,343)
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Net Cash Used By Investing Activities (39,893) (600,499)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Payments of long-term debt (186,710) (69,000)
Proceeds from short-term bank borrowings 250,000 725,000
Payments of short-term bank borrowings (200,000) (550,000)
------------ ------------
Net Cash Provided (Used) by Investing Activities (136,710) 106,000
------------ ------------
Impact of foreign currency on cash (925) (6,451)
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Net Increase (Decrease) in Cash and Cash Equivalents (1,443,608) (1,432,684)
Cash and cash equivalents, at beginning of period 1,830,860 2,177,052
------------ ------------
Cash and cash equivalents, at end of period $ 387,252 $ 744,368
============ ============
</Table>
See accompanying notes to condensed consolidated financial statements.
6
KUPPER PARKER COMMUNICATIONS, INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2002
1. These unaudited 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 unaudited interim financial statements be read in
conjunction with the company's audited financial statements and notes
thereto for the fiscal year ended October 31, 2001 included in the
company's Form 10-KSB for the fiscal year ended October 31, 2001.
Results of operations for interim periods are not necessarily
indicative of annual results.
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 periods presented.
3. The Company classifies its other comprehensive income, which is
comprised solely of foreign currency translation adjustments, as a
separate component of stockholders' equity. Total comprehensive income
for the three- and six-month periods ended April 30, 2002 and 2001 are
as follows:
<Table>
<Caption>
Three Months Ended Six Months Ended
April 30, April 30,
----------------------- -----------------------
2002 2001 2002 2001
---------- ---------- ---------- ----------
Net income (loss) $ (344,720) $ (104,083) $ (873,033) $ (57,327)
Foreign currency translation 12,540 (7,646) (1,256) (7,646)
---------- ---------- ---------- ----------
Comprehensive income (loss) $ (332,180) $ (111,729) $ (874,289) $ (64,973)
========== ========== ========== ==========
</Table>
4. A reconciliation of shares used in calculating basic and diluted
earnings per share is as follows:
<Table>
<Caption>
Three Months Ended Six Months Ended
April 30, April 30,
----------------------- -----------------------
2002 2001 2002 2001
---------- ---------- ---------- ----------
Basic 6,026,531 5,802,205 6,026,531 5,777,818
Effect of assumed conversion of
employee stock options N/A N/A N/A N/A
---------- ---------- ---------- ----------
Diluted 6,026,531 5,802,205 6,026,531 5,777,818
========== ========== ========== ==========
</Table>
7
5. Kupper Parker Communications, Incorporated ("Kupper Parker") completed
the following purchase transactions during fiscal 2001 and 2002:
o The acquisition of 100% of the outstanding stock of CGT (UK)
Limited ("CGT"), a London-based strategic marketing
communications agency, in exchange for $475,000 in cash and
70,000 shares of our Common Stock. Under the terms of the
acquisition agreement, the Company will issue up to an
additional 250,000 shares of our Common Stock to the former
CGT shareholders if CGT meets certain pretax earnings targets.
This transaction was completed on February 23, 2001 and the
results of CGT are included in the Company's consolidated
financial statements from that date.
o The acquisition of 100% of the common stock of Christopher
Thomas Associates, Inc. The price consists of an initial cash
payment of $1,450,000, eight quarterly cash payments of
$75,000, and two cash earnout payments of $550,000 and
$450,000 so long as the Christopher Thomas operations has
revenues of at least $4,500,000 for the years ended December
31, 2001 and 2002, respectively. This transaction was
completed on October 9, 2001 and the results of Christopher
Thomas are included in the Company's consolidated financial
statements from that date.
Because the acquisition of CGT occurred prior to July 1, 2001, this
business combination was accounted for as purchase transaction under
APB Opinion No. 16, "Business Combinations". Goodwill arising from this
business combination is being amortized over a twenty-year period.
Because the acquisition of Christopher Thomas occurred after July 1,
2001, this business combination has been accounted for under SFAS No.
141, "Business Combinations", and SFAS No. 142, "Goodwill and Other
Intangibles Assets", goodwill arising from this transaction will not be
amortized but will be tested for impairment at least annually.
The following information reflects unaudited pro forma operating
results for the three and six months ended April 30, 2001 assuming that
the acquisitions of CGT and Christopher Thomas were consummated on
November 1, 2001.
<Table>
<Caption>
Three Months Six Months
------------ ----------
Revenues $ 4,639,617 $9,539,437
Income before taxes (78,625) (57,351)
Net loss (65,365) (73,239)
Basic and diluted net loss per share $ (0.01) $ (0.01)
</Table>
The unaudited pro forma financial information has been presented for
comparative purposes only and does not purport to be indicative of the
results of operations that would have actually resulted had the
acquisitions of CGT and Christopher Thomas occurred on November 1,
2000, or which may result in the future.
8
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
RESULTS OF OPERATIONS - THREE MONTHS ENDED APRIL 30, 2002
Revenues for the three months ended April 30, 2002 were $3,429,550, a 3.1%
increase over revenues for the three months ended April 30, 2001 of $3,325,364.
Revenues from existing operations decreased $968,993 or 29.1%, resulting from
reduced demand for most advertising and marketing services in the wake of weak
economic activity in the United States and Great Britain. The acquisition of
Christopher Thomas Associates, Inc. ("Christopher Thomas") accounted for
$1,073,179 of second quarter 2002 revenues.
Salaries and benefits expense increased $168,846 or 6.5% to $2,760,786. The
acquisition of Christopher Thomas accounted for $683,859 of second quarter 2002
salaries and benefits expense. Salaries and benefits expense of existing
operations declined $515,013 or approximately 19.9% between years. During the
second quarter of 2002, the Company ("Kupper Parker") severed 19 employees or
approximately 12% of its workforce as it continued to integrate the Christopher
Thomas operations it recently acquired with its existing East Coast operations.
Office and general expenses increased $114,992 or 13.2% between years to
$985,146. Approximately $217,000 of the increase in this category of expenses
related to the previously-mentioned acquisition. Office and general expense of
existing operations declined approximately $115,000 or 13.2% between years due
to the Company's continuing efforts to reduce overall operating expenses.
Interest income declined from $14,257 to $2,311 in the second quarter of 2002
principally due to the fact that the Company had less cash to invest in
overnight interest-bearing securities in fiscal 2002. Interest expense increased
from $19,319 in 2001 to $30,649 in 2002 as a result of debt incurred to fund the
Company's acquisition program.
During the second quarter of 2002, the Company established a valuation reserve
of $82,085 which was equal to its expected tax benefit for the quarter.
RESULTS OF OPERATIONS - SIX MONTHS ENDED APRIL 30, 2002
Revenues for the six months ended April 30, 2002 were $7,151,869, a 4.0%
increase over revenues for the six months ended April 30, 2001 of $6,878,759.
Revenues from existing operations decreased $2,090,540 or 30.4%, resulting from
reduced demand for most advertising and marketing services in the wake of weak
economic activity in the United States and Great Britain. The acquisitions of
CGT (UK) Limited ("CGT") and Christopher Thomas accounted for $2,363,650 of
fiscal 2002 revenues.
Salaries and benefits expense increased $602,848 or 11.6% to $5,812,318. The
acquisitions of CGT and Christopher Thomas accounted for $1,634,002 of fiscal
2002 salaries and benefits expense. Salaries and benefits expense of existing
operations declined $1,031,154 or approximately 19.8% between years. During the
first six months of 2002, the Company ("Kupper Parker") severed 34 employees or
approximately 20% of its workforce as it began
9
to integrate the Christopher Thomas operations it recently acquired with its
existing East Coast operations.
Office and general expenses increased $276,994 or 16.1% between years to
$1,992,520. Approximately $499,000 of the increase in this category of expenses
related to the previously-mentioned acquisitions. Office and general expense of
existing operations declined approximately $222,000 or 12.9% between years due
to the Company's continuing efforts to reduce overall operating expenses.
As previously announced, during fiscal 2001 the Company initiated a private
placement securities offering to raise capital to finance its acquisition
program. In December 2001, the Company aborted this offering due to unfavorable
market conditions. As a result, the Company recognized a pre-tax charge of
$162,791 to write off equity issuance costs capitalized at October 31, 2001.
This charge is reflected on the line item "Unusual Items".
Interest income declined from $44,713 to $10,068 in the first six months of 2002
principally due to the fact that the Company had less cash to invest in
overnight interest-bearing securities in fiscal 2002. Interest expense increased
from $32,051 in 2001 to $67,341 in 2002 as a result of debt incurred to fund the
Company's acquisition program.
During the first six months of 2002, the Company established a valuation reserve
of $251,094 which was equal to its expected tax benefit for the period.
LIQUIDITY AND CAPITAL RESOURCES
As of April 30, 2002, Kupper Parker's cash and cash equivalents totaled $387,252
compared to $1,830,860 at October 31, 2001. The decline in cash and cash
equivalents is principally due to the fact that the Company recorded a loss in
fiscal 2002 of $873,033 that was partially offset by improvements in collections
of accounts receivable.
Operating Activities: Kupper Parker's funds from operating activities consist
primarily of net income adjusted for non-cash items and changes in operating
assets and liabilities. Cash used by operating activities was $931,734 in the
first six months of 2001 compared to $1,266,080 in 2002. The increase in cash
used by operations is principally due to the fact that the Company recorded a
loss in fiscal 2002 of $873,033 that was partially offset by improvements in
collections of accounts receivable. Operating cash flows are impacted by the
seasonal relationship of accounts receivable to accounts payable, particularly
those of acquisitions. This relationship generally changes during the first
quarter of a fiscal year, as clients slow payments by as much as one to two
weeks. Kupper Parker's policy is to bill and collect monies from its clients
prior to payments due to the media. During the first six months of 2002, Kupper
Parker emphasized the collection of receivables particularly in its newly
acquired companies, resulting in an improved relationship of accounts receivable
to accounts payable.
10
Investing Activities: Cash used in investing activities was $39,893 in 2002
compared to $600,499 in 2001. The principal reason for this decrease is that the
Company did not acquire any companies in the first six months of 2002. During
the first six months of 2001, the Company acquired a 12% interest in a
London-based agency, the Communications in Business Group Limited and all of the
outstanding stock of Chameleon Design, Inc., a company that specializes in
interactive design and development, resulting in net cash outlays of $534,575.
Financing Activities: During the first six months of 2002, the Company increased
its total short-term bank borrowings by $50,000 to $1,950,328. In addition, the
Company paid $186,710 in scheduled long-term debt payments. During the first six
months of fiscal 2001, the Company increased its short-term bank borrowings by
$175,000 and paid $69,000 in scheduled long-term debt payments. On May 29, 2002,
the Company replaced its existing bank debt agreements with a single agreement
with the same bank. Under the new debt agreement, the Company must make monthly
debt repayments of $40,632 beginning on June 29, 2002 together with monthly
interest payments at the bank's prime rate. This new debt agreement is scheduled
to mature on February 28, 2003, at which time the outstanding principal will be
due. Under the terms of this loan agreement, the Company must meet certain
minimum financial targets. These targets are: (i) the Company must have a
minimum net worth of $1,800,000 as of July 31, 2002, (ii) the Company must
report after-tax net earnings of at least $180,000 for the fiscal quarter ended
July 31, 2002, (iii) the Company must have a minimum net worth of $2,200,000 as
of October 31, 2002, and (iv) the Company must report after-tax net earnings of
at least $385,000 for the fiscal quarter ended October 31, 2002 and a net
after-tax loss of no more than $300,000 for the fiscal year ended October 31,
2002. In connection with the new bank loan agreement, Bruce Kupper, Chairman and
Chief Executive Officer of the Company, personally guaranteed $500,000 of the
bank debt.
NEW ACCOUNTING STANDARDS
In June 2001, the FASB issued Statement of Financial Accounting Standard
("SFAS") No. 141, "Business Combinations." SFAS No. 141 requires that the
purchase method of accounting be used for all business combinations initiated
after June 30, 2001. The Company has adopted SFAS No. 141 for all acquisitions
consummated subsequent to June 30, 2001.
In June 2001, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards (SFAS) No. 142, "Goodwill and Other Intangible
Assets." SFAS No. 142 no longer permits the amortization of goodwill and
indefinite-lived intangible assets. Instead, these assets must be reviewed
annually (or more frequently under certain conditions) for impairment in
accordance with this statement. This impairment test uses a fair value approach
rather than the undiscounted cash flow approach previously required by SFAS No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed of." Intangible assets that do not have indefinite lives
will continue to be amortized over their useful lives and reviewed for
impairment in accordance with SFAS No. 121. The amortization provisions of SFAS
No. 142 apply
11
immediately to goodwill and intangible assets acquired after June 30, 2001.
Goodwill and intangible assets acquired on or prior to June 30, 2001, are
required to be accounted for under SFAS No. 142 beginning on November 1, 2002.
Management is currently evaluating the effect that the adoption of the
provisions of SFAS No. 142 will have on the Company's results of operations and
financial position. Goodwill amortization for the six months ended April 30,
2002 and 2001 was $99,760 and $85,525, respectively. Amortization of other
intangibles for the six months ended April 30, 2002 and 2001 was $54,857 and $0,
respectively.
In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets." The new standard replaces SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of." The primary objectives of this statement were to develop one
accounting model, based on the framework established in SFAS No. 121, for
long-lived assets to be disposed of by sale and to address significant
implementation issues. SFAS No. 144 requires that all long-lived assets,
including discontinued operations, be measured at the lower of carrying amount
or fair value less cost to sell, whether reported in continuing operations or in
discontinued operations. The Company will adopt SFAS No. 144 in 2003. Adoption
of SFAS No. 144 is not expected to impact the Company's consolidated financial
position or results of operations.
CERTAIN TRENDS AND UNCERTAINTIES
The following discussion highlights trends and uncertainties, in addition to
those discussed elsewhere in this Form 10-QSB, that could materially impact our
business, results of operations and financial condition.
Economic Slowdown, Terrorism, and Armed Conflict: The recent terrorist attacks
and subsequent armed conflict and related events have resulted in reduced demand
for the Company's advertising and marketing services. It is difficult to assess
the impact that these events, combined with the general economic slowdown, will
have on future operations. These events, combined with the general economic
slowdown, could result in reduced spending by customers and advertisers, which
could reduce our revenues and operating cash flow. Additionally, an economic
slowdown could affect our ability to collect accounts receivable. If the Company
continues to experience reduced operating revenues, it could negatively affect
its ability to make expected capital expenditures and could also result in its
inability to meet its obligations under its various financing agreements. These
developments could also have a negative impact on the Company's financing and
variable interest rate agreements through disruptions in the market or negative
market conditions. Terrorism and the related events may have other adverse
effects on the Company, in ways that cannot be presently predicted.
12
PART II - OTHER INFORMATION
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On March 27, 2002 the Company held its Annual Meeting of Stockholders to
consider and vote on the following matters:
1. A proposal to elect three directors.
<Table>
<Caption>
FOR WITHHELD
-------------------------------- --------------------------------
Bruce Kupper 5,270,848 922
- ----------------------------------- -------------------------------- --------------------------------
Mary De Hahn 5,246,385 25,385
- ----------------------------------- -------------------------------- --------------------------------
Chris Santry 5,270,748 1,022
- ----------------------------------- -------------------------------- --------------------------------
S. Lee Kling 5,246,256 25,514
- ----------------------------------- -------------------------------- --------------------------------
</Table>
2. A proposal to ratify the appointment of Arthur Andersen LLP as
Registrant's independent accountants.
<Table>
<Caption>
FOR AGAINST ABSTAIN
- ----------------------------------- -------------------------------- --------------------------------
3,640,338 1,630,832 600
- ----------------------------------- -------------------------------- --------------------------------
</Table>
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
None
(b) Reports on Form 8-K
In a Form 8-K filed on June 13, 2002 under Item 4, the Company reported
that its Board of Directors of the Registrant, upon recommendation of its
audit committee, engaged Rubin, Brown & Gornstein LLP ("RBG"), independent
accountants, as the principal accountant to audit the Registrant's
financial statements for fiscal year 2002. The Board of Directors decided
not to reengage Arthur Andersen LLP ("Arthur Andersen") for fiscal year
2002. Arthur Andersen audited the Registrant's financial statements for
fiscal years 2000 and 2001, and served as the Registrant's principal
accountant since 1999.
13
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 in the City of St. Louis, State of
Missouri on June 20, 2002.
Kupper Parker Communications, Incorporated
By: /s/ John J. Rezich
---------------------
John J. Rezich
Chief Financial Officer
14