<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarter ended June 30, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number 0-27872
MAY & SPEH, INC.
(Exact name of registrant as specified in its charter)
Delaware 36-2992650
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1501 Opus Place, Downers Grove, Illinois 60515
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (630) 964-1501
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 preceding 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
---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding as of August 14, 1998
Common Stock, par value $0.01 per share 26,073,654
<PAGE>
MAY & SPEH, INC.
INDEX
Part I -- Financial Information
Page
----
Item 1. Financial Statements
Consolidated Balance Sheets June 30, 1998
and September 30, 1997 -2-
Consolidated Statements of Operations -- Three and nine
months ended June 30, 1998 and June 30, 1997 -3-
Consolidated Statement of Stockholders' Equity -- Nine months
ended June 30, 1998 -4-
Consolidated Statements of Cash Flows -- Nine months ended
June 30, 1998 and June 30, 1997 -5-
Notes to Financial Statements -6-
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations -8-
Part II -- Other Information
Item 2. Changes in Securities and Use of Proceeds -12-
Item 4. Submission of Matters to a Vote of Security Holders -12-
Item 6. Exhibits and Reports on Form 8-K -13-
<PAGE>
PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements
May & Speh, Inc.
Consolidated Balance Sheets
<TABLE>
<CAPTION>
June 30, 1998 September 30, 1997
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 87,633,719 $ 1,888,817
Marketable securities 9,037,479 20,415,793
Accounts receivable, net 35,500,237 28,569,372
Income taxes refundable 7,197,188 6,301,217
Prepaid software 4,837,163 5,442,796
Prepaid equipment rental 1,466,233 766,666
Other Assets 6,103,843 1,679,163
------------ ------------
Total current assets 151,775,862 65,063,824
Property, plant and equipment, net 69,276,624 50,228,440
Goodwill 40,219,757 20,099,245
Other assets 21,859,936 13,404,419
------------ ------------
Total assets $283,132,179 $148,795,928
============ ============
Liabilities and stockholders' equity
Current liabilities:
Current maturities of long-term debt $ 4,976,260 $ 5,810,927
Accounts payable 6,076,890 5,017,666
Accrued payroll and other expenses 12,621,844 7,195,717
------------ ------------
Total current liabilities 23,674,994 18,024,310
Long-term debt 144,303,984 31,546,484
Deferred income taxes 8,090,000 8,090,000
------------ ------------
Total liabilities 176,068,978 57,660,794
------------ ------------
Stockholders' equity:
Common stock 260,737 251,474
Additional paid-in capital 54,100,981 48,277,867
Retained earnings 53,889,444 45,575,694
------------ ------------
108,251,162 94,105,035
Unearned ESOP compensation (1,187,961) (2,969,901)
------------ ------------
Total stockholders' equity 107,063,201 91,135,134
------------ ------------
Total liabilities and stockholders' equity $283,132,179 $148,795,928
============ ============
</TABLE>
See Accompanying Notes
-2-
<PAGE>
May & Speh, Inc.
Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
June 30, June 30,
1998 1997 1998 1997
-------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net revenues $30,201,393 $23,625,454 $84,620,459 $66,547,089
-------------------------------------------------------------------
Operating expenses:
Wages and benefits 9,682,762 8,139,615 27,157,269 22,685,383
Services and supplies 1,830,597 1,070,194 4,321,548 4,848,039
Rents, leases and maintenance 6,641,968 5,217,533 19,066,957 14,384,674
Depreciation and amortization 1,842,869 1,063,698 5,473,911 2,946,338
Other operating expenses 2,713,081 2,192,528 7,239,560 6,115,376
ESOP principal payments 593,981 593,981 1,781,940 1,781,941
Severance costs - - 4,700,000 -
Total operating expenses 23,305,258 18,277,549 69,741,185 52,761,751
-------------------------------------------------------------------
Operating income 6,896,135 5,347,905 14,879,274 13,785,338
Interest and other expense:
ESOP interest 44,013 100,973 169,220 327,848
Other (income) expense, net 299,561 266,666 1,310,801 757,616
--------------------------------------------------------------------
Income before income taxes 6,552,561 4,980,266 13,399,253 12,699,874
Income taxes 2,485,900 1,892,900 5,085,503 4,826,600
--------------------------------------------------------------------
Net Income $ 4,066,661 $ 3,087,366 $ 8,313,750 $ 7,873,274
====================================================================
Earnings per share:
Basic $0.16 $0.12 $0.33 $0.31
Weighted average shares outstanding 26,066,777 25,028,000 25,567,704 25,001,351
Diluted $0.15 $0.12 $0.31 $0.30
Weighted average shares outstanding, 34,566,406 26,080,947 26,800,903 26,041,912
including common equivalent shares
</TABLE>
See Accompanying Notes
-3-
<PAGE>
May & Speh, Inc.
Consolidated Statement of Stockholders' Equity
Nine Months Ended June 30, 1998
<TABLE>
<CAPTION>
Common Stock Unearned
------------ Additional ESOP Retained
Shares Amount paid-in capital compensation earnings Total
------ ------ --------------- ------------ -------- -----
<S> <C> <C> <C> <C> <C> <C>
BALANCE-SEPTEMBER 30, 1997 25,147,354 $251,474 $48,277,867 $(2,969,901) $45,575,694 $91,135,134
Net income for the nine months ended
June 30, 1998 (unaudited) 8,313,750 8,313,750
ESOP compensation earned during the nine 1,781,940 1,781,940
months ended June 30, 1998 (unaudited)
Exercise of stock options (unaudited) 601,300 6,013 2,315,114 2,321,127
Issuance of common stock (unaudited) 325,000 3,250 3,508,000 3,511,250
----------- -------- ----------- ----------- ----------- ------------
BALANCE-JUNE 30, 1998 (UNAUDITED) 26,073,654 $260,737 $54,100,981 $(1,187,961) $53,889,444 $107,063,201
=========== ======== =========== =========== =========== ============
</TABLE>
See Accompanying Notes
-4-
<PAGE>
May & Speh, Inc.
Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Nine Months
Ended June 30, Ended June 30,
1998 1997
---- ----
Cash flows from operating activities:
<S> <C> <C>
Net income $ 8,313,750 $ 7,873,274
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization 5,473,911 2,946,338
ESOP principal payments 1,781,940 1,781,942
Changes in assets and liabilities:
Accounts receivable, net (4,234,474) (2,636,186)
Prepaid expenses and other current assets (5,116,377) 1,620,815
Accounts payable and accrued expenses (408,886) 563,345
Other (5,007,789) (1,081,014)
------------ ------------
Net cash provided by operating activities 802,075 11,068,514
------------ ------------
Cash flows from investing activities:
Proceeds from sale of property and equipment 12,215,528
Purchases of property and equipment (22,074,401) (12,212,728)
Purchases of marketable securities - (11,811,847)
Sales of marketable securities 11,378,314 7,027,498
Net cash paid in acquisitions - (2,666,354)
Acquisition of Sigma Marketing Group (16,922,605)
Software development costs capitalized and other (285,500) (5,033,959)
------------ ------------
Net cash used in investing activities (27,904,192) (12,481,862)
------------ ------------
Cash flows from financing activities:
Capital lease principal payments (1,467,989) (1,294,478)
Repayments of long-term obligations (2,416,107) (2,623,230)
Proceeds from convertible debt 110,898,738 -
Proceeds from issuance of common stock 3,511,250 174,511
Exercise of stock options 2,321,127 -
------------ ------------
Net cash provided by (used in) financing activities 112,847,019 (3,743,197)
------------ ------------
Net change in cash and cash equivalents 85,744,902 (5,156,545)
Cash and cash equivalents:
Beginning of period 1,888,817 10,397,858
------------ ------------
End of period $ 87,633,719 $ 5,241,313
============ ============
Supplemental cash flow information
Cash paid during the period for
Interest 2,112,592 1,782,061
Income taxes 2,600,000 3,400,000
Non-cash investing/financing activities:
Acquisition of property and equipment under capital leases - $ 382,460
</TABLE>
See Accompanying Notes
-5-
<PAGE>
May & Speh, Inc.
Notes to Financial Statements
(1) Basis of Presentation.
The financial statements as of June 30, 1998 and for the nine months then ended
are unaudited and reflect all adjustments (consisting only of normal recurring
adjustments) which are, in the opinion of management, necessary for the fair
presentation of the financial position and operating results for the interim
periods. 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 the rules and regulations
of the Securities and Exchange Commission. Therefore, the financial statements
should be read in conjunction with the Financial Statements and Notes thereto
contained in the Company's annual report filed on Form 10-K for the fiscal year
ended September 30, 1997. The results of operations for the nine months ended
June 30, 1998 are not necessarily indicative of the results for the entire
fiscal year.
For information regarding the proposed merger transaction between the Company
and Acxiom Corporation discussed in this report, see the Current report on Form
8-K of Acxiom Corporation filed with the Securities and Exchange Commission on
June 4, 1998.
(2) Earnings Per Share
The Company adopted Statement of Financial Accounting Standards No. 128,
"Earnings Per Share" (SFAS 128) during the first quarter of fiscal 1998. SFAS
128 requires presentation of both basic EPS and diluted EPS on the face of the
income statement. Basic EPS, which replaces primary EPS, is computed by
dividing net income available to common stockholders (numerator) by the weighted
average number of common shares outstanding (denominator) during the period.
Unlike the computation of primary EPS, basic EPS excludes the dilutive effect of
stock options. Diluted EPS replaces fully diluted EPS and gives effect to all
dilutive potential common shares outstanding during a period. In computing
diluted EPS, the average stock price for the period is used in determining the
number of shares assumed to be purchased under the treasury stock method from
exercise of stock options rather than the higher of the average or ending stock
price as used in the computation of fully diluted EPS. Earnings per share for
the three and nine months ended June 30, 1997 have been restated in accordance
with SFAS 128.
-6-
<PAGE>
The following is a reconciliation of the numerators and denominators for the
computations of basic and diluted EPS:
<TABLE>
<CAPTION>
For the three months ended For the nine months ended
June 30, June 30, June 30, June 30,
1998 1997 1998 1997
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Basic EPS computation
Numerator $ 4,066,661 $ 3,087,366 $ 8,313,750 $ 7,873,274
=========== =========== =========== ===========
Denominator:
Weighted average shares
outstanding 26,066,777 25,028,000 25,567,704 25,001,351
----------- ----------- ----------- -----------
Basic EPS $ 0.16 $ 0.12 $ 0.33 $ 0.31
=========== =========== =========== ===========
Diluted EPS computation
Net income $ 4,066,661 $ 3,087,366 $ 8,313,750 $ 7,873,274
Convertible debt interest ----------- ----------- ----------- -----------
expense (after-tax) 946,210
----------- ----------- ----------- -----------
Numerator $ 5,012,871 $ 3,087,366 $ 8,313,750 $ 7,873,274
=========== =========== =========== ===========
Denominator:
Weighted average shares
outstanding 26,066,777 25,028,000 25,567,704 25,001,351
Shares issuable upon
conversion of debt 7,228,153
Common stock equivalent of
stock options 1,271,476 1,052,947 1,233,199 1,040,561
----------- ----------- ----------- -----------
Total shares 34,566,406 26,080,947 26,800,903 26,041,912
----------- ----------- ----------- -----------
Diluted EPS $ 0.15 $ 0.12 $ 0.31 $ 0.30
=========== =========== =========== ===========
</TABLE>
Options to purchase 345,000 and 786,200 shares of common stock that were
outstanding as of June 30, 1998 and 1997, respectively, were not included in the
computation of diluted EPS because the exercise price was greater than the
average market price of the common shares in each period. The weighted-average
of securities that could potentially dilute basic EPS in the future that were
not included in the computations of diluted EPS for the nine months ended June
30, 1998 and 1997 was 912,354 and 639,133 shares, respectively.
-7-
<PAGE>
(3) Severance Costs
In October 1997, the Company announced a one-time charge of approximately $4.7
million ($2.9 million after-tax) which represents the present value of payments
under existing contracts with prior members of management.
(4) Convertible Debt and Common Stock Offerings
In March 1998, the Company completed an offering of $115 million 5.25%
convertible subordinated notes ("the notes") due 2003. The notes will be
convertible at the option of the holder into shares of common stock at a
conversion price of $15.91 per share. The notes also are redeemable, in whole
or in part, at the option of the Company at any time on or after April 3, 2001.
The total net proceeds to the Company were approximately $110.8 million after
deducting underwriting discounts and commissions and estimated offering
expenses. A portion of the proceeds will be used to repay existing debt
totalling $10 million. In connection with this prepayment, the Company will
incur an extraordinary charge of approximately $800,000 upon repayment of this
debt. As disclosed in Note 5 below, the Company used a portion of the proceeds
of the offering for the acquisition of Sigma Marketing Group, Inc.
The Company also completed an offering of 325,000 shares of the Company's common
stock on March 30, 1998. The total net proceeds to the company after deducting
underwriting discounts and commissions aggregated $3.5 million.
(5) Acquisition
Effective May 1, 1998, the Company acquired substantially all of the assets of
SIGMA Marketing Group, Inc. ("Sigma"), a full-service database marketing company
headquarted in Rochester New York. Under the terms of the agreement, May & Speh
paid $15 million at closing for substantially all of Sigma's assets, and will
pay the former owners up to an additional $6 million, the substantial portion of
which is contingent on certain operating objectives being met. Sigma's former
owners were also issued warrants to acquire 346,000 shares of May & Speh common
stock at a price of $14 per share in connection with the transaction.
Sigma's results of operations are included in the Company's consolidated results
of operations beginning May 1, 1998. This acquisition was accounted for as a
purchase. The pro forma effect of the acquisition is not material to the
Company's results of operations for the three and nine month periods ended June
30, 1998 and 1997.
-8-
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
In addition to historical information, the following discussion contains forward
looking statements that are subject to risks and uncertainties that could cause
actual results to differ materially from those anticipated, including, but not
limited to, renewal of customer and supplier contracts as they expire on terms
and conditions favorable to the Company, changes in technology, and the risks
and uncertainties described in reports and other documents filed by the Company
with the Securities and Exchange Commission, including the Prospectuses dated
March 20, 1998 included in the Company's Registration Statement on Form S-3
(File No. 333-46547).
For information regarding the proposed merger transaction between the Company
and Acxiom Corporation discussed in this report, see the report on Form 8-K of
Acxiom Corporation filed with the Securities and Exchange Commission on June 4,
1998.
Results of Operations
Three Months Ended June 30, 1998 Compared to the Three Months Ended June 30,
- ----------------------------------------------------------------------------
1997
- ----
Net revenues increased to $30.2 million for the three months ended June 30, 1998
from $23.6 million for the three months ended June 30, 1997, an increase of $6.6
million or 28%. The Company's direct marketing services revenues increased to
$17.2 million for the three months ended June 30, 1998 compared to $14.1 million
for the three months ended June 30, 1997, an increase of $3.1 million, or 22%.
Information technology outsourcing services revenues increased to $13.0 million
for the three months ended June 30, 1998 compared to $9.5 million for the three
months ended June 30, 1997, an increase of $3.5 million or 37%.
Wages and benefits expenses increased to $9.7 million for the three months ended
June 30, 1998 from $8.1 million for the three months ended June 30, 1997, an
increase of 19%. The increased expenses reflect additional employees hired to
continue the Company's expansion of business volume and the strengthening of its
infrastructure.
Services and supplies expenses increased to $1.8 million for the three months
ended June 30, 1998 from $1.1 million for the three months ended June 30, 1997,
a increase of 71%. The increased expenses are a result of increased spending on
outside consultants for the three months ended June 30, 1998 compared to the
three months ended June 30, 1997. Service and supplies generally consist of
outsourced data entry services, general supplies, contract labor and costs
related to the use of outside consultants.
Rents, leases and maintenance expenses increased to $6.6 million for the three
months ended June 30, 1998 from $5.2 million for the three months ended June 30,
1997, an increase of 27%. This increase was primarily attributable to increases
in mainframe software costs. The Company's software agreements are long-term
and permit specified levels of growth within the current pricing structure.
Depreciation and amortization expenses increased to $1.8 million for the three
months June 30, 1998 from $1.1 million for the three months ended June 30, 1997,
an increase of 73%. The increase was
-9-
<PAGE>
primarily attributable to continued investment in technology, including computer
equipment and software.
Other operating expenses increased to $2.7 million for the three months ended
June 30, 1998 from $2.2 million for the three months ended June 30, 1997, an
increase of 24%. The increase was primarily attributable to variable costs
relating to several client contracts.
Research and development costs representing primarily wages and benefits for
information technology staff and reflected as such in the Company's financial
statements increased to $1.1 million for the three months ended June 30, 1998
from $0.9 million for the three months ended June 30, 1997, an increase of 25%.
The Company's research and development expenses relate primarily to new product
development activities.
Income taxes increased to $2.5 million for the three months ended June 30, 1998
from $1.9 million for the three months ended June 30, 1997. The Company's
effective tax rate was 38% for the three months ended June 30, 1998 and 1997.
Nine Months Ended June 30, 1998 Compared to the Nine Months Ended June 30, 1997
- -------------------------------------------------------------------------------
Net revenues increased to $84.6 million for the nine months ended June 30, 1998
from $66.5 million for the nine months ended June 30, 1997, an increase of $18.1
million or 27%. The Company's direct marketing services revenues increased to
$48.9 million for the nine months ended June 30, 1998 compared to $40.6 million
for the nine months ended June 30, 1997, an increase of $8.3 million, or 21%.
Information technology outsourcing services revenues increased to $35.7 million
for the nine months ended June 30, 1998 compared to $26.0 million for the nine
months ended June 30, 1997, an increase of $9.7 million or 38%.
Wages and benefits expenses increased to $27.2 million for the nine months ended
June 30, 1998 from $22.7 million for the nine months ended June 30, 1997, an
increase of 20%. The increased expenses reflect additional employees hired to
continue the Company's expansion of business volume and the strengthening of its
infrastructure. These increases were offset by reductions in commission expense
and executive bonuses in the second fiscal quarter.
Services and supplies expenses decreased to $4.3 million for the nine months
ended June 30, 1998 from $4.8 million for the nine months ended June 30, 1997, a
decrease of 11%. This decrease reflects the reduction in cost for outside
consultants as full-time employees were hired. Service and supplies generally
consist of outsourced data entry services, general supplies, contract labor and
costs related to the use of outside consultants.
Rents, leases and maintenance expenses increased to $19.1 million for the nine
months ended June 30, 1998 from $14.4 million for the nine months ended June 30,
1997, an increase of 33%. This increase was primarily attributable to increases
in mainframe software costs. The Company's software agreements are long-term and
permit specified levels of growth within the current pricing structure. Other
increases were due to leasing computers, computer peripheral hardware and
additional facility rent to house new employees.
-10-
<PAGE>
Depreciation and amortization expenses increased to $5.5 million for the nine
months ended June 30, 1998 from $2.9 million for the nine months ended June 30,
1997, an increase of 86%. The increase was primarily attributable to continued
investment in technology including the purchase of the Hitachi Data System
Skyline 21 mainframe computer during the third quarter of fiscal year 1997.
Additional goodwill of $3.7 million was recorded in fiscal year 1997 related to
the acquisition of CSM and incentive payments and estimated costs to be incurred
in consolidating GIS's operations, resulting in increased goodwill amortization.
Other operating expenses increased to $7.2 million for the nine months ended
June 30, 1998 from $6.1 million for the nine months ended June 30, 1997, an
increase of 18%. The increase was primarily attributable to variable costs
relating to several client contracts.
Research and development costs representing primarily wages and benefits for
information technology staff and reflected as such in the Company's financial
statements increased to $3.0 million for the nine months ended June 30, 1998
from $2.5 million for the nine months June 30, 1997, an increase of 21%. The
Company's research and development expenses relate primarily to new product
development activities.
Income taxes increased to $5.1 million for the nine months ended June 30, 1998
from $4.8 million for the nine months ended June 30, 1997. The Company's
effective tax rate was 38% for the nine months ended June 30, 1998 and 1997.
Severance costs of $4.7 million ($2.9 million after-tax) for the nine months
ended June 30, 1998 represent a one-time charge equal to the present value of
payments under existing contracts with prior members of management. Excluding
this one-time charge, operating income and net income would have been
approximately $19.6 million and $11.2 million, respectively.
Liquidity and Capital Resources
- -------------------------------
The Company's working capital increased to $128.1 million as of June 30, 1998
from $47.0 million as of September 30, 1997. This increase resulted principally
from the Company's offerings of convertible subordinated notes and common stock
in March 1998, resulting in net proceeds of approximately $114.3 million to the
Company. The Company's investment policy is to invest in investment-grade
corporate commercial paper and short-term money market accounts. These
investments typically have maturities of one year or less.
As of June 30, 1998, the Company's net accounts receivable were $35.5 million,
an increase of 24% from September 30, 1997. The increase reflects additional
services performed for clients during the three months ended June 30, 1998
compared to the three months ended September 30, 1997.
The Company has available a $10.0 million revolving credit facility. At June
30, 1998, there were no outstanding borrowings under this credit facility.
Borrowings under a $12.0 million unsecured term loan were $9.8 million at June
30, 1998, and are being repaid over a ten year period with interest at 8.5% per
annum. The Company intends to use a portion of the net proceeds from the
offering of
-11-
<PAGE>
notes to repay this term loan. In connection with this prepayment, the Company
will incur an extraordinary charge of approximately $800,000. Capital lease debt
aggregated $21.9 million at June 30, 1998. This debt primarily results from a
sale-leaseback of the Company's primary facility during fiscal year 1997 and an
upgrade of one of the Company's mainframe computers in fiscal year 1996.
Interest on capital lease debt approximates 8%. The Company entered into a loan
at the time of the formation of the Company's Employee Stock Ownership Plan
("ESOP"). This loan currently has an outstanding balance of $1.2 million with a
blended interest rate of approximately 8.8%.
Long-term debt increased by $115 million in March 1998 due to the Company's
public offering of 5.25% convertible subordinated notes. The notes are
convertible at the option of the holder into shares of common stock at a
conversion price of $15.91 per share and are redeemable, in whole or in part, at
the option of the Company at any time on or after April 3, 2001. These notes are
general, unsecured obligations of the Company, subordinated in right of payment
to all current and future indebtedness of the Company.
Effective May 1, 1998, the Company acquired substantially all of the assets of
SIGMA Marketing Group, Inc. ("Sigma"), a full-service database marketing company
headquartered in Rochester New York. Under the terms of the agreement, May &
Speh paid $15 million at closing for substantially all of Sigma's assets, and
will pay the former owners up to an additional $6 million, the substantial
portion of which is contingent on certain operating objectives being met.
Sigma's former owners were also issued warrants to acquire 346,000 shares of May
& Speh common stock.
In connection with the Company's acquisition of GIS, the Company is required to
pay $0.5 million of the purchase price on a deferred basis in the fourth quarter
of fiscal 1998. In addition, the Company paid $1.1 million to the former GIS
shareholder in fiscal 1997 based on the Company's earnings from former GIS
clients and expects to make a similar payment in fiscal year 1998.
-12-
<PAGE>
PART II -- OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds
During the third quarter of fiscal 1998, the Company used approximately $7
million of the net proceeds from its March 1998 convertible debt and common
stock offerings for capital expenditures and approximately $16 million for the
acquisition of the assets of Sigma Marketing Group, Inc.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27 Financial Data Schedule (filed herewith)
(b) No reports on Form 8-K were filed by the Company during the
period covered by this report.
-13-
<PAGE>
SIGNATURE
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.
May & Speh, Inc.
Date: August 14, 1998 By: /s/ Eric M. Loughmiller
Eric M. Loughmiller
Executive Vice President,
Chief Financial Officer
-14-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS INCLUDED IN THE COMPANY'S QUARTERLY REPORT ON FORM 10-Q
ENDED JUNE 30, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-START> APR-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 87,633,719
<SECURITIES> 9,037,479
<RECEIVABLES> 35,830,237
<ALLOWANCES> 330,000
<INVENTORY> 0
<CURRENT-ASSETS> 151,775,862
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 283,132,179
<CURRENT-LIABILITIES> 23,674,994
<BONDS> 144,303,984
0
0
<COMMON> 260,737
<OTHER-SE> 106,802,464
<TOTAL-LIABILITY-AND-EQUITY> 283,132,179
<SALES> 0
<TOTAL-REVENUES> 84,620,459
<CGS> 0
<TOTAL-COSTS> 69,741,185
<OTHER-EXPENSES> 1,480,021
<LOSS-PROVISION> 0
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