Numismatic News owner files for Chapter 11 bankruptcy
- Published: Mar 15, 2019, 11 AM
The firm F + W media, a major periodical and book publisher whose titles include Numismatic News, Bank Note Reporter, and the seminal references Standard Catalog of World Coins and Standard Catalog of World Paper Money, has filed for Chapter 11 bankruptcy protection to reconcile $105.2 million in outstanding debt.
In its March 10 filing in U.S. Bankruptcy Court for the District of Delaware in Wilmington, F + W Media cites just $2.5 million in cash on hand. The company plans to remain in operation while it plans liquidation of its holdings.
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Company officials cite industry decline, problematic investments and corporate mismanagement as contributing factors leading F + W into bankruptcy.
The court filing identifies an estimated 1,000 to 5,000 creditors that fill 543 pages of court documents.
Topping the list of unsecured creditors are:
??LSC Communications US LLC in Cleveland, Ohio, $2.731 million.
??Oracle America Inc. in Dallas, Texas, $952,582.
??Palm Coast Data in Palm Coast, Florida, $729,025.
??Adobe Systems Inc. from Chicago, Illinois, $695,233.
??R.R. Donnelley Asia Printing Solutions in Hong Kong, China, $689,626.
F + W Media identifies assets estimated between $50 million and $100 million, with liabilities at $100 million to $500 million.
Founded in New York City in 1913, F + W is a publisher of magazines and periodicals, books, and digital products including e-books and e-magazines, and produces online video, offers online education, and owns and operates 21 e-stores, as well as consumer and trade shows. At one point the firm operated 31 e-commerce entities.
The company produced total revenue in 2018 of $67.7 million, with a book division that produces roughly 120 new books annually with a backlog of 2,100 titles, accounting for $22 million of that total.
F + W was named after two of its earliest publications, Farm Quarterly, no longer in production, and Writer’s Digest.
F + W experienced major growth in the early 2000s with a number of changes. It acquired Krause Publications in July 2002.
Krause at the time owned 46 periodicals, 15 trade shows and 750 reference titles. It was involved not only with a wide array of hobbies, including coins, paper money, stamps, comic books and sports cards, but also in the construction trade and outdoor activities.
Krause was founded in 1952 in Wisconsin by Chet Krause with the publication of the biweekly Numismatic News. He added new numismatic publications starting in the 1960s, including World Coin News, Bank Note Reporter, Coins Magazine and Coin Prices, and began publishing the “Standard Catalog” series of price guides for world coins and paper money, among other hobby publications. Krause retired in 1990, converting the firm to a wholly employee-owned business under an employee stock ownership plan, or ESOP, which began building shares in 1988. Trustees for the employees signed a tender-offer agreement June 7, 2002, for F&W to buy all shares, according to a letter given to employees June 26, 2002.
F + W Media expanded further in 2003, adding Adams Media to its acquisitions.
Tackling a problem
According to a first day declaration accompanying the bankruptcy petition, F + W Media reached an out-of-court debt for equity swap with its senior creditors in May 2017 and replaced its management in January 2018, but subsequently filed for Chapter 11 protection as a result of continued operational difficulties and intends to sell substantially all of its assets under section 363 of the U.S. Bankruptcy Code.
F + W Media is seeking approval of $8 million in super priority debtor-in-possession financing from a subset of its existing senior lenders. According to Investopedia.com, “A debtor in possession (DIP) is a person or corporation that has filed for bankruptcy protection but still holds property to which a creditor has a right. ... Creditors to a debtor in possession have a legal claim to their assets and property under a lien or other security interest.”
F + W Chief Executive Officer Gregory Osberg joined the company on Jan. 9, 2018, after his predecessor and a number of other senior executives were dismissed.
Over the past decade, F + W expanded its publishing reach, adding Catalyst Aspire Holdings, Frontenac Aspire Holdings, Corp., Aspire Media, Aspire Operations, and Interweave Press.
But in 2018, with investments and revenues faltering and cash flow quickly disappearing, F + W Media began to liquidate some holdings.
In 2008, F + W shifted its business model to e-commerce from print, a move that hastened the company’s financial decline according its filings.
Print subscription losses
Osberg details in the F + W bankruptcy filing that the firm sustained significant losses among print subscriptions, dropping to 21.5 million from 33.4 million, with a corresponding plummet in advertising revenue to $13.7 million, from $20.7 million.
The shift to e-commerce resulted in F + W Media entered into expensive technology contracts to help fuel sales that did not materialize.
F + W Media invested $6 million among its titles supporting crafts hobbies in 2018 that only generated $3 million in revenue.
In 2018, F + W Media, according to the bankruptcy filing, liquidated the Keepsake Quilting e-commerce business for $2.45 million; Blade, a magazine for knife collectors and accompanying trade show, for $4.34 million; and the Marth Pullen online business for approximately $1.54 million.
An effort was made in 2017 to restructure F + W Media’s debt, according to Osberg, but “largely as a result of mismanagement, the Company exhausted the entire $15 million of the new funding it received in the first six (6) months following the Restructuring,” according to Osberg.
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