<PAGE>
UNITED STATES 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: September 30, 1996 or
Transition report pursuant to Section 13 or 15(d) of the Securities
--- Exchange Act of 1934
Commission file number: 0-27680
-------
INTELLIQUEST INFORMATION GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 74-2775377
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
1250 Capital of Texas Highway
Austin, Texas 78746
(512) 329-0808
(ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES)
-----------------------------
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 AT SEPTEMBER 30, 1996
Common Stock, $.0001 par value 7,071,161
<PAGE>
INTELLIQUEST INFORMATION GROUP, INC.
INDEX
PAGE NO.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements:
Condensed Consolidated Balance Sheet
September 30, 1996 (unaudited) and December 31, 1995 3
Condensed Consolidated Statement of Operations
(unaudited)
Three months ended September 30, 1996 and 1995 4
Condensed Consolidated Statement of Operations
(unaudited)
Nine months ended September 30, 1996 and 1995 5
Condensed Consolidated Statement of Cash Flows
(unaudited)
Nine months ended September 30, 1996 and 1995 6
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 13
Item 2. Changes in Securities 13
Item 3. Defaults Upon Senior Securities 13
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8-K 13
Signatures 14
2
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
INTELLIQUEST INFORMATION GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
(IN THOUSANDS)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1996 1995
------------- ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and equivalents. . . . . . . . . . . . . . . . . . . $26,609 $ 1,688
Accounts receivable, net. . . . . . . . . . . . . . . . . 4,352 2,990
Unbilled revenues . . . . . . . . . . . . . . . . . . . . 1,950 1,599
Projects in process . . . . . . . . . . . . . . . . . . . 266 71
Prepaid expenses and other assets . . . . . . . . . . . . 200 32
------- -------
Total current assets . . . . . . . . . . . . . . . . . . 33,377 6,380
Furniture and equipment, net. . . . . . . . . . . . . . . 2,122 1,537
Other assets. . . . . . . . . . . . . . . . . . . . . . . 328 89
------- -------
Total assets . . . . . . . . . . . . . . . . . . . . . $35,827 $ 8,006
------- -------
------- -------
LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED
STOCK AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Accounts payable. . . . . . . . . . . . . . . . . . . . . $ 1,333 $ 1,174
Accrued liabilities . . . . . . . . . . . . . . . . . . . 1,392 1,263
Deferred revenues . . . . . . . . . . . . . . . . . . . . 2,120 1,822
Other current liabilities . . . . . . . . . . . . . . . . 76 103
------- -------
Total current liabilities . . . . . . . . . . . . . . . 4,921 4,362
Obligations under capital leases and deferred rent. . . . . 75 170
------- -------
Total liabilities . . . . . . . . . . . . . . . . . . . 4,996 4,532
------- -------
Redeemable convertible preferred stock. . . . . . . . . . . 0 4,420
------- -------
Preferred stock, $.001 par value, 1,000,000 shares
authorized, no shares issued or outstanding. . . . . . . 0 0
Common Stockholders' Equity (Deficit):
Common stock, $.0001 par value, 30,000,000
shares authorized, 7,071,161 and 3,245,193
issued and outstanding, respectively. . . . . . . . . . . 1 1
Capital in excess of par value. . . . . . . . . . . . . . 32,727 2,345
Deferred compensation . . . . . . . . . . . . . . . . . . (51) (61)
Foreign currency translation. . . . . . . . . . . . . . . 7 0
Accumulated deficit . . . . . . . . . . . . . . . . . . . (1,853) (3,231)
------- -------
Total common stockholders' equity (deficit) . . . . . . 30,831 (946)
------- -------
Total liabilities, redeemable convertible preferred
stock and common stockholders' equity (deficit) . . . . $35,827 $ 8,006
------- -------
------- -------
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS.
3
<PAGE>
INTELLIQUEST INFORMATION GROUP, INC.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS THREE MONTHS
ENDED ENDED
SEPTEMBER 30, 1996 SEPTEMBER 30, 1995
------------------ ------------------
<S> <C> <C>
Revenues:
Renewable subscription-based products . . . . . $4,640 $4,068
Renewable proprietary products. . . . . . . . . 3,273 2,137
Proprietary project research. . . . . . . . . . 1,123 647
------ ------
Total revenues. . . . . . . . . . . . . . . . . 9,036 6,852
Operating expenses:
Cost of revenues. . . . . . . . . . . . . . . . 4,980 4,215
Sales, general and administrative . . . . . . . 1,784 1,455
Product development . . . . . . . . . . . . . . 798 451
Depreciation and amortization . . . . . . . . . 172 87
------ ------
Total operating expenses. . . . . . . . . . . . 7,734 6,208
------ ------
Operating income. . . . . . . . . . . . . . . . . 1,302 644
Interest income (expense), net. . . . . . . . . . 207 17
------ ------
Income before income taxes. . . . . . . . . . . . 1,509 661
Provision for income taxes. . . . . . . . . . . . 449 313
------ ------
Net income. . . . . . . . . . . . . . . . . . . . $1,060 $ 348
------ ------
------ ------
Net income per share. . . . . . . . . . . . . . . $ .15 $ .06
Weighted average shares outstanding . . . . . . . 7,228 5,540
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS.
4
<PAGE>
INTELLIQUEST INFORMATION GROUP, INC.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS NINE MONTHS
ENDED ENDED
SEPTEMBER 30, 1996 SEPTEMBER 30, 1995
------------------ ------------------
<S> <C> <C>
Revenues:
Renewable subscription-based products . . . . . . . . . . $ 7,874 $ 6,284
Renewable proprietary products. . . . . . . . . . . . . . 7,188 5,287
Proprietary project research. . . . . . . . . . . . . . . 2,740 2,300
------- -------
Total revenues. . . . . . . . . . . . . . . . . . . . . . 17,802 13,871
Operating expenses:
Cost of revenues. . . . . . . . . . . . . . . . . . . . . 8,665 7,482
Sales, general and administrative . . . . . . . . . . . . 4,576 4,044
Product development . . . . . . . . . . . . . . . . . . . 2,491 1,289
Depreciation and amortization . . . . . . . . . . . . . . 489 228
------- -------
Total operating expenses. . . . . . . . . . . . . . . . . 16,221 13,043
------- -------
Operating income . . . . . . . . . . . . . . . . . . . . . . 1,581 828
Interest income (expense), net . . . . . . . . . . . . . . . 461 20
------- -------
Income before income taxes . . . . . . . . . . . . . . . . . 2,042 848
Provision for income taxes . . . . . . . . . . . . . . . . . 601 454
------- -------
Net income . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,441 $ 394
------- -------
Net income per share . . . . . . . . . . . . . . . . . . . . $ .20 $ .07
Weighted average shares outstanding. . . . . . . . . . . . . 7,075 5,521
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS.
5
<PAGE>
INTELLIQUEST INFORMATION GROUP, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS NINE MONTHS
ENDED ENDED
SEPTEMBER 30, 1996 SEPTEMBER 30, 1995
------------------ ------------------
<S> <C> <C>
Cash flows from operating activities:
Net income . . . . . . . . . . . . . . . . . . . . . . . . $ 1,441 $ 394
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation and amortization. . . . . . . . . . . . . . 553 256
Bad debt expense . . . . . . . . . . . . . . . . . . . . 91 207
Deferred compensation. . . . . . . . . . . . . . . . . . 10 98
Currency translation . . . . . . . . . . . . . . . . . . 7 0
Net changes in assets and liabilities:
Accounts receivable and unbilled revenues. . . . . . . . (1,804) (1,988)
Prepaid expenses and other assets. . . . . . . . . . . . (207) 34
Projects in process. . . . . . . . . . . . . . . . . . . (195) 518
Accounts payable and accrued expenses. . . . . . . . . . 288 941
Deferred revenues. . . . . . . . . . . . . . . . . . . . 298 296
Deferred rent and other. . . . . . . . . . . . . . . . . (118) 37
-------- -------
Net cash provided by operating activities. . . . . . . . . 364 793
-------- -------
Cash flows from investing activities:
Net issuance (repayment) on notes receivable . . . . . . . (109) 64
Purchases of equipment and leasehold improvements. . . . . (1,091) (421)
-------- -------
Net cash used in investing activities. . . . . . . . . (1,200) (357)
-------- -------
Cash flows from financing activities:
Proceeds from sale of stock. . . . . . . . . . . . . . . . 25,899 547
Net borrowing on note payable. . . . . . . . . . . . . . . (91) 54
Repayments of principal on capital lease obligations . . . (51) (33)
-------- -------
Net cash provided by financing activities. . . . . . . 25,757 568
-------- -------
Net increase in cash and equivalents . . . . . . . . . . . 24,921 1,004
Cash and equivalents at the beginning of the period. . . . 1,688 1,283
-------- -------
Cash and equivalents at the end of the period. . . . . . . $ 26,609 $ 2,287
-------- -------
Supplemental cash flow disclosures:
Interest paid. . . . . . . . . . . . . . . . . . . . . . . 19 23
Property and equipment acquired under capital leases . . . 0 0
Taxes paid . . . . . . . . . . . . . . . . . . . . . . . . 571 27
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS.
6
<PAGE>
INTELLIQUEST INFORMATION GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. GENERAL AND BASIS OF FINANCIAL STATEMENTS
The accompanying unaudited financial statements include the accounts of
IntelliQuest Information Group, Inc., a Delaware corporation, and its
consolidated subsidiaries (collectively, the "Company" or "IntelliQuest").
The Company provides international quantitative marketing information to
high technology companies.
In March 1996, the Company completed an initial public offering in which
the Company sold 1,635,000 shares of its common stock for net proceeds to
the Company of $25.8 million. Upon closing of the initial public offering,
each outstanding share of the Company's Series A Redeemable Convertible
Preferred Stock and Series B Redeemable Convertible Preferred Stock was
automatically converted into one share of common stock of the Company and
outstanding warrants were exercised to purchase common stock of the Company
resulting in the issuance of 2,117,526 shares of common stock.
In May 1996, the Company acquired Pipeline Communications, Inc.
("Pipeline"), a privately held company. See Note 2.
The accompanying unaudited consolidated financial statements have been
prepared in accordance with the rules and regulations of the Securities and
Exchange Commission and, accordingly, do not include all information and
notes required under generally accepted accounting principles for complete
financial statements. In the opinion of management, the accompanying
unaudited interim consolidated financial statements contain all adjustments
consisting of a normal recurring nature necessary for a fair presentation
of the financial position of the Company as of September 30, 1996 and the
results of the Company's operations and its cash flows for the nine-month
periods ended September 30, 1996 and 1995. This report on Form 10-Q should
be read in conjunction with the Company's audited financial statements for
the year ended December 31, 1995 and notes included therein. The results
of operations for interim periods are not necessarily indicative of the
results of operations to be expected for the year.
2. ACQUISITIONS
In May 1996, IntelliQuest completed a merger with Pipeline Communications,
Inc. ("Pipeline") in which Pipeline became a wholly-owned subsidiary of
IntelliQuest. Shares of IntelliQuest common stock totaling 562,500 were
exchanged for all outstanding shares of common stock, stock options, and
warrants of Pipeline. The transaction was accounted for as a pooling of
interests and therefore, all prior period financial statements have been
restated as if the acquisition took place at the beginning of such periods.
Separate results of operations for the periods prior to the acquisition
with Pipeline are as follows (in thousands):
<TABLE>
<CAPTION>
For the Year For the Year For the Nine For the Nine
Ended Ended Months Ended Months Ended
December 31, December 31, September 30, September 30,
1994 1995 1996 1995
------------ ------------------ ------------- -------------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Revenues
IntelliQuest. . . . . $12,983 $16,974 $15,157 $12,392
Pipeline. . . . . . . 1,006 2,140 2,645 1,479
------- ------- ------- -------
Combined. . . . . . . . $13,989 $19,114 $17,802 $13,871
Net Income (loss)
IntelliQuest. . . . . $ (24) $ 911 $ 1,421 $ 705
Pipeline. . . . . . . (265) (346) 20 (311)
------- ------- ------- -------
Combined. . . . . . . . $ (289) $ 565 $ 1,441 $ 394
</TABLE>
The Pipeline subsidiary has been renamed IntelliQuest Communications, Inc.
7
<PAGE>
INTELLIQUEST INFORMATION GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
3. EARNINGS PER SHARE
Earnings per share for the three-month and nine-month periods ended
September 30, 1996 are computed based upon the weighted average number of
common and common equivalent shares outstanding during the period.
Earnings per share for the three-month and nine-month periods ended
September 30, 1995 represent pro forma earnings per share which gives
effect to certain adjustments described below. In conformity with
Securities and Exchange Commission requirements, common and common
equivalent shares issued during the twelve-month period prior to the filing
of the registration statement for the initial public offering have been
included in the September 30, 1995 calculations as if they were outstanding
for the entire period, using the treasury stock method and the initial
public offering price of $17.00 per share. Additionally, 1,055,718 shares
of Series A Redeemable Convertible Preferred Stock and 797,328 shares of
Series B Redeemable Convertible Preferred Stock were assumed to have been
converted to an equal number of shares of common stock and warrants to
purchase 264,480 shares of common stock and were assumed to have been
exercised at the time of issuance.
4. SUBSEQUENT EVENT
On October 17, 1996, the Company completed a follow-on public offering
in which the Company sold 1,000,000 shares of its common stock for net
proceeds to the Company of $25.8 million.
* * *
8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
THIS MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS SECTION CONTAINS FORWARD-LOOKING STATEMENTS (IDENTIFIED WITH AN
ASTERISK "*") THAT INVOLVE RISKS AND UNCERTAINTIES. THE COMPANY'S ACTUAL
RESULTS MAY DIFFER SIGNIFICANTLY FROM THE RESULTS DISCUSSED IN THE
FORWARD-LOOKING STATEMENTS. FOR A MORE COMPLETE DISCUSSION OF THE FACTORS
THAT MIGHT CAUSE SUCH A DIFFERENCE, SEE "RISK FACTORS" IN THE COMPANY'S
PUBLIC OFFERING PROSPECTUS (THE "PROSPECTUS"), CONTAINED IN THE REGISTRATION
STATEMENT ON FORM S-1 (NO. 333-12547).
OVERVIEW
IntelliQuest Information Group, Inc. (the "Company") is a leading provider
of quantitative marketing information to technology companies. The Company
provides timely, objective, accurate and cost-effective information about
technology markets, customers and products on both a subscription basis and a
proprietary project basis. The Company's renewable subscription-based product
revenues are derived substantially from two product lines: IntelliTrack IQ-TM-
and Computer Industry Media Study-TM- (CIMS). IntelliTrack IQ-TM- is a
subscription-based service covering a variety of technologies and geographic
markets. CIMS is an annual study that measures the readership and viewership
habits of technology purchase influencers. Renewable proprietary product
revenues typically consist of revenues from proprietary recurring tracking
studies, customer registration programs and services and the IntelliQuest Brand
Tech Forum conferences. Proprietary project research provides customized
information to customers utilizing a variety of proprietary models, research
techniques and data collection methods.
During May 1996, the Company acquired Pipeline Communications, Inc.
("Pipeline"), a privately held company that provides electronic customer
registration services worldwide. The transaction was accounted for as a pooling
of interests; thus the Company's results of operations as discussed herein
include those of Pipeline and all periods presented have been restated.
RESULTS OF OPERATIONS
REVENUES. Total revenues increased from $6.9 million to $9.0 million for
the quarters ended September 30, 1995 and 1996, respectively and from $13.9
million to $17.8 million for the nine months ended September 30, 1995 and
1996, respectively. This growth represents a 31.9% increase for the
three-month period and a 28.3% increase for the nine-month period ended
September 30, 1996 from the comparable 1995 periods. The increase was partly
due to an increase in subscription-based product revenues of 25.3% from $6.3
million during the nine months ended September 30, 1995 to $7.9 million for
the same period in 1996. Subscription-based product revenues increased 14.1%
from $4.1 million to $4.6 million for the three months ended September 30,
1995 and 1996, respectively. The increase in subscription-based revenues was
generated by several factors including an increase in base subscriptions for
both IntelliTrack and CIMS. Substantially all CIMS revenues and related costs
are recognized upon delivery of the final study which occurred in the third
quarter in both 1995 and 1996. CIMS generated 15.4% of the nine month
increase in subscription revenue from 1995 to 1996. Renewable proprietary
products revenues increased 53.2% from $2.1 million to $3.3 million for the
quarters ended September 30, 1995 and 1996, respectively and 36.0% from $5.3
million to $7.2 million for the nine months ended September 30, 1995 and
1996, respectively. This increase resulted primarily from increased sales of
customer registration products. The Company anticipates that customer
registration revenues will continue to increase during the remainder of 1996;
however such revenues are primarily a function of the timing of customer
shipments over which the Company has no control.* Revenues for proprietary
project research increased 19.1% from $2.3 million during the nine months
ended September 30, 1995 to $2.7 million during the same period in 1996.
These revenues increased 73.6% from 647,000 for the third quarter 1995 to
$1.1 million for the same period in 1996. While the number of
- -----------------------
* This statement is a forward-looking statement reflecting current
expectations. There can be no assurance that the Company's actual future
performance will meet the Company's current expectations due to factors
described in this Management's Discussion and Analysis of Financial Condition
and Results of Operations and in the Prospectus.
9
<PAGE>
projects has increased, more projects have been performed utilizing the
Technology Panel, which is a more efficient and cost effective method of
performing proprietary project research.
International revenues (revenues generated by research performed on
geographical regions outside of the U.S.) were $2.3 million (25.6% of total
revenues) and $1.4 million (20.6% of total revenues) for the three months
ended September 30, 1996 and 1995, respectively, and $5.3 million (29.9% of
total revenues) and $3.4 million (24.8% of total revenues) for the nine
months ended September 30, 1996 and 1995, respectively. This increase was due
to several factors including a growth in international subscription base and
growth of international customer registration services. The Company expects
that revenues from international marketing research will continue to account
for a significant portion of its revenues and intends to continue to expand
its international marketing research efforts.* Any material decline in the
Company's ability to provide and market timely, high-quality data that is
consistent across international markets would have a material adverse affect
on the Company's results of operations.
COSTS OF REVENUES. Costs of revenues are primarily composed of data
collection, labor charges, telecommunications charges and other costs
directly attributable to products or projects. Costs of revenue for the
third quarter of 1996 increased to $5.0 million, a 18.1% increase, as
compared to $4.2 million in the third quarter of 1995, and increased 15.8% to
$8.7 million for the first nine months of 1996 from $7.5 million during the
same period in 1995. Costs of revenues decreased as a percentage of total
revenues from 61.5% ($4.2 million) to 55.1% ($5.0 million) for the quarters
ended September 30, 1995 and 1996. Costs of revenues also decreased as a
percentage of total revenues for the nine months ended September 30, 1996 as
compared to the same period in 1995 from 53.9% ($7.5 million) to 48.7% ($8.7
million). This decrease as a percentage of total revenues was due to the
increase in subscription-based revenues (see discussion above) which is a
highly leverageable business allowing costs of revenues to remain fairly
constant even as revenues increase, and to decreased costs of international
data collection which resulted from utilization of the Company's new United
Kingdom data collection facilities.
SALES, GENERAL AND ADMINISTRATIVE EXPENSES. Sales, general and
administrative expenses consist primarily of personnel and other costs
associated with sales, marketing, administration, finance, information
systems, human resources and general management. Sales, general and
administrative expense for the third quarter of 1996 increased to $1.8
million, a 22.6% increase, as compared to $1.5 million in the third quarter
of 1995, and increased 13.2% to $4.6 million for the first nine months of
1996 from $4.0 million during the same period in 1995. The aggregate increase
was a result of several items including additional expenses associated with
becoming a public company and the acquisition of Pipeline, as well as
expansion of the Company's sales and marketing departments and its United
Kingdom facilities. As a percentage of total sales, sales, general and
administrative expense decreased to 19.7% for the third quarter of 1996 from
21.2% for the third quarter of 1995 and decreased to 25.7% for the nine
months ended September 30, 1996 from 29.2% for the same period in 1995. This
decrease as a percentage of total sales was primarily due to the Company's
ability to leverage its fixed costs over a higher revenue base.
PRODUCT DEVELOPMENT EXPENSES. Product development expenses are composed of
resources, primarily labor and data collection charges, dedicated to the
development of several new products. Product development expenses were
$798,000 and $451,000 for the three months ended September 30, 1996 and 1995,
respectively, and $2.5 million and $1.3 million for the nine months ended
September 30, 1996 and 1995, respectively. As a percentage of total
revenues, product development expenses represented 8.8% and 6.6% for the
third quarter of 1996 and 1995, respectively, and 14.0% and 9.3% for the
nine months ended September 30, 1996 and 1995, respectively. This increase
was due to the Company's increased development efforts on Internet related
products. The Company intends to give continued priority to development of
these products through the remainder of 1996.*
- -----------------------
* This statement is a forward-looking statement reflecting current
expectations. There can be no assurance that the Company's actual future
performance will meet the Company's current expectations due to factors
described in this Management's Discussion and Analysis of Financial Condition
and Results of Operations and in the Prospectus.
10
<PAGE>
DEPRECIATION AND AMORTIZATION. Depreciation and amortization increased 97.7%
from $87,000 to $172,000 for the quarters ended September 30, 1995 and 1996,
respectively, and 114.5% from $228,000 to $489,000 for the nine months ended
September 30, 1995 and 1996, respectively. This increase was due to a high
level of capital equipment acquisitions during the first quarter of 1996
including establishing two new data collection facilities and installation of
corporate-wide standardized computer platforms, networks and software to
accommodate more efficient data communications.
INCOME TAXES. Provision for income taxes as a percentage of income before
income taxes represents 29.7% for the quarter and 29.4% for the nine months
ended September 30, 1996. These rates are below the Company's combined federal
and state income tax rates due to two factors. The net proceeds from the
Company's initial public offering that closed in March 1996 have typically been
invested in tax-free investments. Also, the company has not recorded any income
tax benefit resulting from operating losses generated by Pipeline. Provision
for income taxes for the nine months ended September 30, 1995 represents 53.5%
of income before income taxes because the Company did not record any income tax
benefit resulting from Pipeline losses.
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 1996, the Company had cash and cash equivalents of
$26.6 million and positive working capital of $28.5 million.
During the nine months ended September 30, 1996, the Company generated
$364,000 of cash in operating activities while it generated $793,000 of cash
during the same period last year. This decrease in cash flow is mainly due to
the timing of costs incurred in advance of sales on certain projects.
For the nine months ended September 30, 1996 and 1995, net cash used in
investing activities was $1.2 million and $357,000, respectively. This increase
in cash used was mainly the result of several factors including a high level of
equipment, furniture and leasehold improvement acquisitions during 1996
resulting from the establishment and expansion of new data collection facilities
and installation of corporate-wide standardized computer platforms, networks and
software to accommodate more efficient data communications.
The Company has budgeted approximately $1.6 million for capital expenditures
in 1996, to be funded primarily through cash generated from operations. As of
September 30, 1996, the Company had expended $1.1 million in capital
acquisitions and anticipates that it will remain within its budgeted costs for
the remainder of the year.* The Company expects that future 1996 capital
expenditures will consist primarily of telecommunications equipment and
computer hardware and software purchases to continue to upgrade, replace and
improve existing systems, and improvements in data collection and processing
facilities.*
Pursuant to the billing terms between the Company and its customers, the
Company typically bills customers for products or projects on varying terms
including advanced billing and periodic billing reflecting performance of
service. Billed amounts are recorded as deferred revenues on the Company's
financial statements and are recognized as income when earned. As of September
30, 1996 and 1995, the Company had $2.1 million and $2.5 million of deferred
revenues, respectively. In addition, when work is performed in advance of
billing, the Company will record this work as unbilled revenue. As of September
30, 1996 and 1995, the Company had $2.0 million and $1.1 million of unbilled
revenues, respectively. Substantially all deferred and unbilled revenues will be
earned and billed, respectively, within twelve months of the respective period
ends.*
- --------------------
* This statement is a forward-looking statement reflecting current
expectations. There can be no assurance that the Company's actual future
performance will meet the Company's current expectations due to factors
described in this Management's Discussion and Analysis of Financial Condition
and Results of Operations and in the Prospectus.
11
<PAGE>
During March 1996, the Company completed an initial public offering in which
the Company sold 1,635,000 shares of its common stock for net proceeds to the
Company of $25.8 million. The Company subsequently completed a follow-on public
offering in October 1996 in which the Company sold 1,000,000 shares of common
stock for net proceeds of $25.8 million.
The Company maintains a revolving line of credit. The revolving line of
credit totals $2.5 million and is maintained to fund cash requirements from time
to time. Borrowings under the line of credit bear interest at a rate per annum
equal to the prime rate plus one percent and are subject to compliance by the
Company with certain financial covenants. At September 30, 1996, the Company was
in compliance with all such covenants and there was no amount outstanding under
such line of credit. The line of credit matured on October 30, 1996 and the
Company is currently covered under a 30 day grace period while it concludes
negotiations for renewal. A secondary line of credit totaling $700,000 expired
in the third quarter of 1996. An equipment note payable was also paid off in
the third quarter of 1996.
The Company believes that cash flows from operations, existing cash
balances and the line of credit will be sufficient to meet its working capital
and capital expenditure requirements for at least the next 12 months.*
Beyond that time, if cash flows from operations and the line of
credit are not sufficient to satisfy its financing needs, the Company may seek
additional funding through the sale of its securities, including equity
securities. There can be no assurance that such funding can be obtained on
favorable terms, if at all.
RISK FACTORS
The Company's operating results in any particular fiscal period have
fluctuated in the past and will likely fluctuate significantly in the future due
to various factors.
The Company anticipates that customer registration revenues will continue
to increase during the remainder of 1996; however, such revenues are primarily a
function of the timing of customer shipments, over which the Company has no
control.* Thus, delays in customer orders or acceptance of custom software
applications for customer registration could have a material adverse affect on
future quarters' operating results.
A large majority of the Company's customer contracts terminate after one
year and are renewable at the discretion of the customer, although no obligation
to renew exists. At this time, the Company has no reason to believe that there
will be any material contracts which will not be renewed or the renewal of
which will be delayed during fiscal 1996.* However, to the extent that
customers fail to renew or defer their renewals, the Company's quarterly
operating results may be materially adversely affected.
The Company believes its success will depend in part upon its ability to
anticipate and satisfy customer demand for new products and services and
information about additional geographic areas. As a result, the Company expects
to continue expending significant resources to develop its proprietary customer
registration/response software products, to develop Internet-based information
collection tools and information services and to expand the Company's ability to
improve its operations and systems, manage the quality of its products, and
market its new products.* Factors such as the Company's ability to improve its
operations and systems, manage the quality of its products, and market its new
products under possible price pressures and increased competition could have a
material adverse affect on results of operations.
Although the Company has historically relied on customer referrals
supplemented by its own sales and marketing efforts to generate the majority of
its revenue growth, it anticipates expending significant resources to develop a
more traditional direct sales model which it believes is necessary to facilitate
its growth as it develops
- --------------------
* This statement is a forward-looking statement reflecting current
expectations. There can be no assurance that the Company's actual future
performance will meet the Company's current expectations due to factors
described in this Management's Discussion and Analysis of Financial Condition
and Results of Operations and in the Prospectus.
12
<PAGE>
new products and services targeted at broader-based market segments.* Thus,
the Company's future operating results may be materially affected by its
unproven ability to hire, train, deploy and manage an increasingly large
direct sales force.
In addition, the Company has historically relied on, and expects to
continue to rely on a limited number of key customers for the majority of its
revenues. * Therefore, consolidation among its top customers or the loss of one
or more of its large customers or a significant reduction in business from such
customers could have a material adverse affect on future results of operations.
As the Company expands geographically, it anticipates increased exposure
to foreign currency rate fluctuations.* The Company expects to address its
exposure as needed to reduce or eliminate potential losses associated with
this growth.* However, potential fluctuations in the value of the U.S. dollar
as compared to other various currencies in which the Company operates
facilities could have an adverse affect on results of operations.
OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
11.1 Statement re: computation of per share earnings.
27 Financial Data Schedule
(b) Reports on Form 8-K
None.
- --------------------
* This statement is a forward-looking statement reflecting current
expectations. There can be no assurance that the Company's actual future
performance will meet the Company's current expectations due to factors
described in this Management's Discussion and Analysis of Financial Condition
and Results of Operations and in the Prospectus.
13
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused the report to be signed on its behalf by the
undersigned thereunto duly authorized.
DATED November 14, 1996
IntelliQuest Information Group, Inc.
(Registrant)
By: /s/ James Schellhase
-----------------------------------
James Schellhase
Chief Operating Officer and Chief
Financial Officer
14
<PAGE>
Exhibit 11.1
INTELLIQUEST INFORMATION GROUP, INC.
STATEMENT REGARDING COMPUTATION OF NET INCOME PER SHARE
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
For the Nine Months
Ended
September 30, 1996
-------------------
<S> <C>
Net income available to common stockholders. . . . . . . . . $1,441
------
Weighted average shares outstanding:
Common stock . . . . . . . . . . . . . . . . . . . . . . . 6,888
Common stock issued upon exercise of options
and warrants (2) . . . . . . . . . . . . . . . . . . . . 187
------
Weighted average common shares and equivalents . . . . . . . 7,075
Net income per share . . . . . . . . . . . . . . . . . . . . $ .20
------
</TABLE>
- ----------------------
(1) This exhibit should be read in conjunction with Note 3 of Notes to
Condensed Consolidated Financial Statements.
(2) Stock options granted and warrants exercised, using the treasury stock
method, have been included in the calculation of the common stock
equivalent shares.
15
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE Q3
1996 10Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 26,609
<SECURITIES> 0
<RECEIVABLES> 4,352
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 33,377
<PP&E> 2,122
<DEPRECIATION> 0
<TOTAL-ASSETS> 35,827
<CURRENT-LIABILITIES> 4,921
<BONDS> 0
0
0
<COMMON> 1
<OTHER-SE> 30,830
<TOTAL-LIABILITY-AND-EQUITY> 35,827
<SALES> 17,802
<TOTAL-REVENUES> 17,802
<CGS> 8,665
<TOTAL-COSTS> 8,655
<OTHER-EXPENSES> 7,556
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 2,042
<INCOME-TAX> 601
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,441
<EPS-PRIMARY> .20
<EPS-DILUTED> .20
</TABLE>
