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): November 8, 2004
ADSOUTH PARTNERS, INC.
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(Exact name of registrant as specified in its charter)
NEVADA 0-33135 68-0448219
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
1515 N. Federal Highway, Suite 418, Boca Raton, Florida 33432
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (561) 470-0410
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(C)under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 2.02. Results of Operations and Financial Condition
On November 8, 2004, Adsouth Partners, Inc. issued a press release announcing
its financial results for the fiscal quarter ended September 30, 2004. A copy of
the press release is furnished as Exhibit 99.1 to this report.
In accordance with General Instruction B.2 of Form 8-K, the information in this
Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or otherwise subject to the liability of that
section, and shall not be incorporated by reference into any registration
statement or other document filed under the Securities Act of 1933, as amended,
or the Exchange Act, except as shall be expressly set forth by specific
reference in such filing.
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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 hereunto duly authorized.
ADSOUTH PARTNERS, INC.
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(Registrant)
Date: November 8, 2004 /S/ Anton Lee Wingeier
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Anton Lee Wingeier
Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit No. Description
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99.1 Press release, dated November 8, 2004, issued by Adsouth
Partners, Inc.
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Exhibit 99.1
AdSouth Reports Record Third Quarter Earnings
Revenue Increases 31.2% Sequentially Leading to Second Consecutive Quarter
of Net Income
BOCA RATON, Fla.--(BUSINESS WIRE)--Nov. 8, 2004--AdSouth Partners, Inc.
(OTCBB:ADPR) today announced record results for the three months ended September
30, 2004. The company reported record third quarter revenue of $1.95 million, a
1,338% increase versus revenue of $136,000 for the same period in the prior
year. Quarterly revenue rose 31.2% sequentially. Income before the deduction of
depreciation and non-cash stock based compensation was $372,000 for the 2004
third quarter, versus $32,000 in the year earlier period. Net income for the
third quarter of 2004 was $107,000, a 245% increase over net income of $32,000
for the same period in the prior year.
For the nine months ended September 30, 2004, AdSouth generated revenue of $3.8
million. Income before the deduction of depreciation and non cash stock based
compensation was $645,000 for the first nine months of 2004. The company
reported a loss of $3.5 million, or $.04 per share for the nine months ended
September 30, 2004. AdSouth generated net income in both the second and third
quarter of 2004. AdSouth's date of inception was July 8, 2003 and accordingly
there is no comparable prior year period to compare to the nine months ended
September 30, 2004.
"The investments we made last year and earlier this year are yielding tangible
results," said John Acunto, chief executive officer at AdSouth. "This has led to
strong growth in both our Advertising and Product divisions. The retail
acceptance of our Dermafresh product line has been strong and growing. This
quarter we proved our marketing model with the Dermafresh line and will use this
success in marketing our complete direct response marketing package. We believe
that our recently announced agreement to exclusively distribute a line of skin
care products in the United States featuring Pamela Anderson as the spokesperson
will accelerate our growth in 2005 even faster."
Sector Information
Third Quarter of 2004 Advertising Product Total
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Revenue $ 1,028,000 $922,000 $1,950,000
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Operating income $ 51,000 $ 72,000 $ 123,000
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EBITDA $ 229,000 143,000 372,000
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Depreciation and stock-based
compensation 178,000 87,000 265,000
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Net Income $ 51,000 $ 56,000 $ 107,000
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First Nine Months of 2004 Advertising Product Total
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Revenue $ 2,884,000 $ 929,000 $ 3,813,000
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Operating loss $(2,763,000) $(738,000) $(3,501,000)
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EBITDA $ 735,000 (90,000) 645,000
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Depreciation and stock-based
compensation 3,508,000 664,000 4,172,000
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Net Loss $(2,773,000) $(754,000) $(3,527,000)
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Business Outlook
Subsequent to the quarter ended September 30, 2004 AdSouth entered into two
separate agreements which are expected to provide incremental revenues for both
the Advertising and Product Sectors. On October 19, 2004 AdSouth entered into an
exclusive agreement with Simon Solutions of Paris to exclusively market their
line of skin care products in the United States featuring Pamela Anderson as the
spokesperson. On October 13, 2004 AdSouth and New York-based Manhattan Media
announced the execution of an agreement to form a strategic alliance through
which AdSouth Partners will now offer its customers print media placement and
new product lines through a joint referral program.
The Company anticipates releasing its projected outlook for the 2005 fiscal year
on November 11, 2004.
Non-GAAP Disclosures
In addition to the reported GAAP results provided throughout this document, the
Company has provided non-GAAP measurements that present earnings excluding
specified items affecting comparability. Details of the items are presented in
the tables within this document. Reconciliations from GAAP reported results to
non-GAAP reported measurements described in this press release are provided in
the financial tables attached to this document.
AdSouth has provided these non-GAAP measurements as a way to help investors
better understand earnings and enhance comparisons of our earnings from period
to period. Among other things, our management uses the earnings results,
excluding items affecting comparability, to evaluate the performance of its
businesses. There are inherent limitations in the use of earnings, excluding
items affecting comparability, because actual results do include the impact of
these items. The non-GAAP measures are intended only as a supplement to the
comparable GAAP measures and we compensate for the limitations inherent in the
use of non-GAAP measures by using GAAP measures in conjunction with the non-GAAP
measures. As a result, investors should consider these non-GAAP measures in
addition to, and not in substitution for, or as superior to, measures of
financial performance prepared in accordance with GAAP.
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Forward-Looking Statements
Statements in this press release may be "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. These
statements are based on current expectations, estimates and projections about
AdSouth's business based, in part, on assumptions made by management. These
statements are not guarantees of future performance and involve risks,
uncertainties and assumptions that are difficult to predict. Forward-looking
statements include, but are not limited to, statements that express our
intentions, beliefs, expectations, strategies, predictions or any other
statements relating to our future activities or other future events or
conditions. These statements are based on current expectations, estimates and
projections about our business based, in part, on assumptions made by
management. These statements are not guarantees of future performance and
involve risks, uncertainties and assumptions that are difficult to predict.
Therefore, actual outcomes and results may, and probably will, differ materially
from what is expressed or forecasted in the forward-looking statements due to
numerous factors, including those risks discussed under "Risk Factors" in the
company's Form 10-KSB annual report for the year ended December 31, 2003, those
described in Management's Discussion and Analysis of Financial Conditions and
Results of Operations in its Form 10-KSB annual report for the year ended
December 31, 2003, Form 10-QSB quarterly report for the quarter ended March 31,
2004 and Form 10-QSB quarterly report for the quarter ended June 30, 2004, and
those described and in any other filings which we make with the SEC. In
addition, such statements could be affected by risks and uncertainties related
to our financial conditions, the availability of financing, the company's
ability to generate clients for the direct response marketing business, the
company's ability to successfully develop its Dermafresh business as well as
other factors which affect the industries in which we conduct business,
including market and customer acceptance, competition, government regulations
and requirements and pricing, as well as general industry and market conditions
and growth rates, and general economic conditions. Any forward-looking
statements speak only as of the date on which they are made, and AdSouth does
not undertake any obligation to update any forward-looking statement to reflect
events or circumstances after the date of this release.
CONTACT: CEOcast, Inc. for AdSouth PartnersEd Lewis, 212-732-4300 x225
SOURCE: AdSouth Partners, Inc.
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