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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: June 30, 1997
or
|_| Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from _____ to _____.
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 July 31, 1997
Common Stock, $.0001 par value 8,355,541
1
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INTELLIQUEST INFORMATION GROUP, INC.
INDEX
Page No.
Part I. Financial Information
Item 1. Financial Statements:
Condensed Consolidated Balance Sheet
June 30, 1997 (unaudited) and December 31, 1996 3
Condensed Consolidated Statement of Operations (unaudited)
Three months ended June 30, 1997 and 1996 4
Condensed Consolidated Statement of Operations (unaudited)
Six months ended June 30, 1997 and 1996 5
Condensed Consolidated Statement of Cash Flows (unaudited)
Six months ended June 30, 1997 and 1996 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 17
Item 2. Changes in Securities 17
Item 3. Defaults Upon Senior Securities 17
Item 4. Submission of Matters to a Vote of Security Holders 17
Item 5. Other Information 17
Item 6. Exhibits and Reports on Form 8-K 17
Signatures 18
2
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Part I. Financial Information
Item 1. Condensed Consolidated Financial Statements
INTELLIQUEST INFORMATION GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
(in thousands)
<TABLE>
<CAPTION>
June 30, December 31,
1997 1996
---- ----
(unaudited)
ASSETS
<S> <C> <C>
Current assets:
Cash and equivalents................................................ $ 2,777 $ 734
Short-term investments ............................................. 47,393 51,152
Accounts receivable, net ........................................... 6,737 6,636
Unbilled revenues .................................................. 1,936 2,651
Projects in process ................................................ 2,320 98
Prepaid expenses and other assets .................................. 398 324
-------- --------
Total current assets ........................................... 61,561 61,595
Furniture and equipment, net ....................................... 3,479 2,396
Other assets ....................................................... 295 291
-------- --------
Total assets ................................................... $ 65,335 $ 64,282
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable ................................................... $ 1,799 $ 1,930
Accrued liabilities ................................................ 1,373 1,795
Deferred revenues .................................................. 3,513 2,800
Other current liabilities .......................................... 51 253
-------- --------
Total current liabilities ...................................... 6,736 6,778
Obligations under capital leases and deferred rent .................... 13 302
-------- --------
Total liabilities .............................................. 6,749 7,080
-------- --------
Common Stockholders' Equity:
Common stock, $.0001 par value, 30,000,000 shares authorized,
8,350,000 and 8,332,000 shares issued and outstanding, respectively 1 1
Capital in excess of par value ..................................... 58,347 58,362
Deferred compensation .............................................. (40) (47)
Other .............................................................. 20 25
Accumulated deficit ................................................ 258 (1,139)
-------- --------
Total common stockholders' equity .............................. 58,586 57,202
-------- --------
Total liabilities and stockholders' equity ..................... $ 65,335 $ 64,282
======== ========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
3
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INTELLIQUEST INFORMATION GROUP, INC.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(in thousands, except per share data)
(unaudited)
Three months Three months
Ended Ended
June 30, 1997 June 30, 1996
------------- -------------
Revenues:
Continuous services ......................... $6,222 $3,711
Other services .............................. 1,295 1,572
------ ------
Total revenues .............................. 7,517 5,283
Operating expenses:
Costs of revenues ........................... 4,050 2,199
Sales, general and administrative ........... 2,046 1,782
Product development ......................... 602 1,085
Depreciation and amortization ............... 232 174
------ ------
Total operating expenses .................... 6,930 5,240
------ ------
Operating income ............................... 587 43
Interest income, net ........................... 447 235
------ ------
Income before income taxes ..................... 1,034 278
Provision for income taxes ..................... 220 74
------ ------
Net income ..................................... $ 814 $ 204
====== ======
Net income per share ........................... $ .10 $ .03
Weighted average shares outstanding ............ 8,560 7,490
The accompanying notes are an integral part of these condensed consolidated
financial statements.
4
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INTELLIQUEST INFORMATION GROUP, INC.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(in thousands, except per share data)
(unaudited)
Six months Six months
Ended Ended
June 30, 1997 June 30, 1996
------------- -------------
Revenues:
Continuous services ......................... $12,751 $7,561
Other services .............................. 2,250 2,136
------- ------
Total revenues .............................. 15,001 9,697
Operating expenses:
Costs of revenues ........................... 8,007 4,077
Sales, general and administrative ........... 4,763 3,343
Product development ......................... 1,011 1,693
Depreciation and amortization ............... 445 325
------- ------
Total operating expenses .................... 14,226 9,438
------- ------
Operating income ............................... 775 259
Interest income, net ........................... 910 255
------- ------
Income before income taxes ..................... 1,685 514
Provision for income taxes ..................... 288 153
------- ------
Net income ..................................... $ 1,397 $ 361
======= ======
Net income per share ........................... $ .17 $ .05
Weighted average shares outstanding ............ 8,444 6,732
The accompanying notes are an integral part of these condensed consolidated
financial statements.
5
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INTELLIQUEST INFORMATION GROUP, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
Six Months Six Months
Ended Ended
June 30, 1997 June 30, 1996
------------- -------------
<S> <C> <C>
Cash flows from operating activities:
Net income .............................................. $ 1,397 $ 361
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization ......................... 421 369
Bad debt expense ...................................... 30 60
Loss on disposal ...................................... 30 0
Deferred compensation ................................. 7 7
Net changes in assets and liabilities:
Accounts receivable and unbilled revenues ............. 584 (676)
Prepaid expenses and other assets ..................... (74) (163)
Projects in process ................................... (2,222) (1,791)
Accounts payable and accrued expenses ................. (553) 646
Deferred revenues ..................................... 713 1,352
Other ................................................. 193 (98)
-------- --------
Net cash provided by operating activities ............... 526 67
-------- --------
Cash flows from investing activities:
Purchases of short-term investments ..................... (96,622) (56,350)
Sales and maturities of short-term investments .......... 100,140 30,907
Purchases of equipment and leasehold improvements ....... (1,534) (819)
Other ................................................... 0 (112)
-------- --------
Net cash provided by (used in) investing activities . 1,984 (26,374)
-------- --------
Cash flows from financing activities:
Proceeds from issuance of stock, net .................... (15) 25,787
Borrowings under line of credit ......................... 2,265 0
Repayments under line of credit ......................... (2,451) 0
Other.................................................... (266) 12
-------- --------
Net cash provided by (used in) financing
activities ......................................... (467) 25,799
-------- --------
Net increase (decrease) in cash and equivalents ......... 2,043 (508)
Cash and equivalents at the beginning of the period ..... 734 1,676
-------- --------
Cash and equivalents at the end of the period ........... $ 2,777 $ 1,168
-------- --------
-------- --------
Supplemental cash flow disclosures:
Interest paid ........................................... 18 9
Property and equipment acquired under capital leases .... 0 0
Taxes paid .............................................. 567 391
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
6
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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
technology companies.
In February 1997, the Company merged with Zona Research, Inc. ("Zona"), a
privately held company. See Note 2.
The accompanying unaudited interim 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
considered necessary for a fair presentation of the financial position of
the Company as of June 30, 1997 and the results of the Company's
operations and its cash flows for the six-month periods ended June 30,
1997 and 1996. This report on Form 10-Q should be read in conjunction with
the Company's audited consolidated financial statements and related notes
on Form 10-K for the year ended December 31, 1996. 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 February 1997, IntelliQuest completed a merger with Zona in which Zona
became a wholly-owned subsidiary of IntelliQuest. A total of 250,000
shares of IntelliQuest common stock were exchanged for all the outstanding
shares of common stock of Zona. 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 of
Zona are as follows (in thousands):
<TABLE>
<CAPTION>
For the Year For the Year For the Year For the Three For the Three
Ended Ended Ended Months Ended Months Ended
December 31, December 31, December 31, March 31, March 31,
1994 1995 1996 1997 1996
----------- ------------ ------------ ------------- -------------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C> <C>
Revenues
IntelliQuest ............. $ 13,989 $ 19,114 $ 26,452 $ 7,035 $4,099
Zona (unaudited).......... 579 623 1,936 449 315
-------- -------- -------- ------- ------
Combined .................... $ 14,568 $ 19,737 $ 28,388 $ 7,484 $4,414
Net Income (loss)
IntelliQuest ............. $ (289) $ 565 $ 2,579 $ 774 $ 102
Zona (unaudited).......... (17) (21) (370) (191) 55
-------- -------- -------- ------- ------
Combined ................... $ (306) $ 544 $ 2,209 $ 583 $ 157
</TABLE>
7
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3. New Accounting Pronouncements
The Financial Accounting Standards Board has issued Statement of Financial
Accounting Standards No. 128, "Earnings per Share" (FAS No. 128). FAS No.
128 provides new guidance on the computation of earnings per share. The
company will adopt the statement in the fourth quarter of 1997, as
required. The Company does not anticipate that the adoption of FAS No. 128
will have a material effect on Earnings per Share.
8
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Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
The following Management's Discussion and Analysis of Financial Condition
and Results of Operations contains trend analysis and other forward looking
statements that involve risks and uncertainties. Such forward looking statements
include, but are not limited to, the Company's expectations regarding its future
financial condition and operating results, product development, business and
growth strategy, market conditions and competitive environment. The Company's
actual results could differ materially from those anticipated in the
forward-looking statements as the result of certain factors, including those set
forth under the section entitled "Risk Factors."
Overview
IntelliQuest Information Group, Inc. (the "Company") is a leading provider
of information, technologies, and analysis services that are designed to improve
the marketing performance of 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 also licenses custom proprietary software applications and
associated services to technology manufacturers for customer registration.
The Company's continuous services are composed of renewable
subscription-based products as well as renewable proprietary products. The
Company's renewable subscription-based product revenues are substantially
derived from three product families: IntelliTrack IQ, the Computer Industry
Media Study ("CIMS") and Internet-related products. IntelliTrack IQ is a
collection of fifteen distinct product modules covering a variety of
technologies and geographic markets, which targets all relevant customer
segments including non-users as well as users. CIMS is an annual study that
measures the readership and viewership habits of technology purchase
influencers. Internet-related products include a variety of reports and
subscription-based services providing information related to the Internet and
Intranet markets based upon quantitative data and market observations. The
Company's renewable proprietary product revenues typically consist of revenues
from proprietary recurring tracking studies and customer information products.
The proprietary recurring tracking studies provide the customer with
longitudinal information for tracking designated metrics over a continuous
period of time. Revenues from the customer information products are derived from
a variety of sources including proprietary customer registration products and
proprietary customer satisfaction products.
The Company's other revenues are derived from proprietary research and
conferences. Traditional proprietary project research provides customized
information to customers utilizing a variety of proprietary models, research
techniques and data collection methods. The Company hosts various conferences
which provide forums for presentation and discussion of technology related
issues.
In February 1997, the Company acquired Zona Research, Inc. ("Zona"), a
privately held company that provides in-depth analysis and assessment of the
Internet and Intranet markets based upon factual market data and observations.
The transaction was accounted for as a pooling of interests; thus the Company's
results of operations as discussed herein include those of Zona, and all periods
presented have been restated.
9
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Results of Operations
Total Revenues. Total revenues increased from $5.3 million to $7.5
million for the quarters ended June 30, 1996 and 1997, respectively and from
$9.7 million to $15.0 million for the six months ended June 30, 1996 and
1997, respectively. This growth represents a 42.3% increase for the
three-month period and a 54.7% increase for the six-month period ended June
30, 1997 from the comparable 1996 periods. Revenues from continuous services
increased 67.7% from $3.7 million to $6.2 million for the quarters ended June
30, 1996 and 1997, respectively and 68.6% from $7.6 million to $12.8 million
for the six months ended June 30, 1996 and 1997, respectively. This increase
was due primarily to increased volume on customer information products as
well as expansion of proprietary recurring products. Other revenues decreased
17.6% to $1.3 million for the three months ended June 30, 1997 from $1.6
million for second quarter of 1996. Other revenues increased 5.3% from $2.1
million to $2.3 million for the six months ended June 30, 1996 and 1997,
respectively. This increase reflects a migration of research to the Company's
Technology Panel, which the Company believes is a more efficient and cost
effective method of performing certain types of research, and the Company
anticipates further growth of this type of revenue. Revenues attributable to
international market research increased 103.0% from $1.6 million to $3.3
million for the quarters ended June 30, 1996 and 1997, respectively and 90.8%
from $3.0 million to $5.7 million for the six months ended June 30, 1996 and
1997, respectively representing 43.9% and 38.3% of total revenues for the
quarter and six months ended June 30, 1997. The quarter to quarter percentage
increase in international revenues is primarily due to the Company's
continued focus on expansion of its worldwide research capabilities. However,
timing issues associated with certain market tracking and customer
information projects during 1997 caused a higher than anticipated quarter
to quarter percentage increase.
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 revenues increased
84.2% from $2.2 million to $4.1 million for the quarters ended June 30, 1996
and 1997, respectively and 96.4% from $4.1 million to $8.0 million for the
six months ended June 30, 1996 and 1997, respectively. Costs of revenues
increased as a percentage of total revenues from 41.6% to 53.9% for the
quarters ended June 30, 1996 and 1997, respectively and from 42.0% to 53.4%
for the six months ended June 30, 1996 and 1997, respectively. This increase
was due to timing issues associated with certain customer information
products; as well as a delay in the closure of a significant contract for
IntelliTrack products.
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 expenses increased 14.8% from $1.8 million to $2.0 million for
the quarters ended June 30, 1996 and 1997, respectively and 42.5% from $3.3
million to $4.8 million for the six months ended June 30, 1996 and 1997,
respectively. As a percentage of total revenues, sales, general and
administrative expenses decreased to 27.2% for the second quarter of 1997
from 33.7% for the second quarter of 1996 and to 31.8% for the six months
ended June 30, 1997 from 34.5% for the six months ended June 30, 1996. The
aggregate dollar increases and the percentage decreases were a result of the
increased cost of the expansion of the Company's facilities and staffing,
offset by the timing of certain costs associated with the CIMS product which
are being deferred until the third quarter when the product is scheduled for
release. Acquisition costs expensed were $140,000 for the six months ended
June 30, 1997.
10
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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 $1.1
million and $602,000 for the three months ended June 30, 1996 and 1997,
respectively and $1.7 million and $1.0 million for the six months ended June
30, 1996 and 1997, respectively. As a percentage of total revenues, product
development expenses represented 20.5% and 8.0% for the second quarters of
1996 and 1997 and 17.5% and 6.7% for the six months ended June 30, 1996 and
1997, respectively. In the quarter and six months ended June 30, 1996, the
Company's product development charges consisted primarily of costs to develop
Internet-related syndicated products and to a large extent the Technology
Panel. Product development in the first six months of 1997 focused on
expansion of completed proprietary customer information and syndicated
projects which were less cost intensive than the Company's 1996 projects.
Depreciation and Amortization. Depreciation and amortization increased
33.3% from $174,000 to $232,000 for the quarters ended June 30, 1996 and
1997, respectively and 36.9% from $325,000 to $445,000 for the six months
ended June 30, 1996 and 1997, respectively. This increase was principally due
to computer equipment and purchases of advanced data delivery alternatives to
improve communications and data processing systems required to support
business growth and international expansion.
Income Taxes. Provision for income taxes as a percentage of income
before income taxes represents 21.3% for the quarter and 17.1% for the six
months ended June 30, 1997. This rate is below the Company's combined federal
and state income tax rates due to a combination of two factors. First, the
net proceeds from the Company's initial and follow-on public offerings in
1996 have typically been invested in tax-free investments. Second, the
Company did not record tax expense on earnings which offset prior period
losses for which no tax benefit was recorded.
Liquidity and Capital Resources
As of June 30, 1997, the Company had cash of $2.8 million, short term
investments of $47.4 million and working capital of $54.8 million.
During the six months ended June 30, 1997, the Company generated
$526,000 in operating activities versus $67,000 during the same period last
year. This increase in cash flow from operations was primarily due to the
Company's increased earnings, offset by typical activity in accounts
receivable, unbilled revenues, accounts payable, and deferred revenues.
Pursuant to billing terms between the Company and its customers, the
Company typically bills customers for products or projects before they have
been delivered. Billed amounts are recorded as deferred revenues on the
Company's financial statements and are recognized as income when earned. As
of June 30, 1996 and 1997, the Company had $2.8 million and $3.5 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 June 30, 1996 and 1997, the Company had $2.7 million and $1.9 million
11
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of unbilled revenues, respectively. Substantially all deferred and unbilled
revenues will be earned and billed, respectively, within 12 months of the
respective period ends.
For the six months ended June 30, 1996, net cash used in investing
activities of $26.4 million primarily represents the Company's investment in
short-term, tax-free securities, in addition to purchases of fixed assets.
For the six months ended June 30, 1997, net cash provided by short term
investments in the amount of $3.5 million was partially invested in $1.5
million of equipment, furniture and internally developed software.
Financing activities provided cash of $25.8 million in the first six
months of 1996. The increased cash flow during this period was generated by
net proceeds from the Company's initial public offering that closed in March
1996. During the first six months of 1997, the Company used a net $467,000 in
financing activities, primarily for repayments of the line of credit, a note
payable to a related party and capital lease obligations.
The Company maintains a $3 million revolving bank line of credit to fund
cash requirements from time to time. Borrowings under such line of credit bear
interest at a rate per annum equal to the prime rate and are subject to
compliance by the Company with certain financial covenants. At June 30, 1997,
the Company was in compliance with all such covenants and there was no amount
outstanding under such line of credit. The line of credit matures on November
21, 1997.
The Company believes that the cash flows from operations, together with
existing cash balances, short term investments 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
available borrowing from 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
Reliance on Key Customers; Technology Industry Consolidation. The
Company has relied on a limited number of key customers for the majority of
its revenues. In 1996, the Company's two largest customers, IBM and
Microsoft, each accounted for over 10% of the Company's revenues and together
accounted for 29.8% of revenues. Substantially all of the Company's
subscriptions and customer contracts are renewable annually at the option of
the Company's customers, although no obligation to renew exists and a
customer generally has no minimum purchase commitments thereunder. In
addition, there is significant consolidation of companies in the technology
industries served by the Company, a trend which the Company believes will
continue. Consolidation among the Company's top customers could adversely
affect aggregate customer budgets for the Company's products and services. No
assurances can be given that the Company will maintain its existing customer
base or that it will be able to attract new customers. The loss of one or
more of the Company's large customers or a significant reduction in business
from such customers, regardless of the reason, would have a material adverse
effect on the Company.
12
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Dependence on Subscription and Contract Renewals. In 1996, 84.0% of the
Company's revenues were derived from subscriptions to the Company's renewable
subscription-based products and contracts for renewable proprietary products.
The Company expects that a material portion of its revenues for the
foreseeable future will continue to be derived from such subscriptions and
contracts. Substantially all such subscriptions and customer contracts are
renewable annually at the option of the Company's customers, although no
obligation to renew exists and a customer generally has no minimum purchase
commitments thereunder. If customers fail to renew or defer their renewals
from the quarter anticipated by the Company, the Company's quarterly results
may be materially adversely affected. The Company's ability to secure
renewals is dependent upon, among other things, its ability to deliver
consistent, high-quality and timely data. In addition, the marketing and
market research activities of the Company's customers are dependent on the
timing of their new product introductions, size of marketing budgets,
operating performance, industry and economic conditions and changes in
management or ownership. As a result of such factors, there can be no
assurance that the Company will be able to maintain its historically high
renewal rates. Any material decline in renewal rates from such levels would
have a material adverse effect on the Company's operating results.
Expansion of Direct Sales Force. The Company has historically relied on
customer referrals, supplemented by its own sales and marketing efforts, to
generate the majority of its revenue growth. Although the Company has a small
number of dedicated account representatives, it only recently began to
develop a formal sales management structure. As the Company develops new
products and services targeted at broader-based market segments, it intends
to continue to expand its sales force. The Company's plans for future growth
may depend in part on, among other things, its unproven ability to hire,
train, deploy, manage and retain an increasingly large direct sales force.
There can be no assurance that the Company will be able to develop or manage
such a sales force.
Fluctuations in Operating Results; Seasonality. 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 expects that revenues from customer registration products will
continue to increase during the remainder of 1997. However, such revenues are
primarily a function of the timing of customer shipments, which can be
difficult to forecast and over which the Company has no control. Any delay in
customer orders for the Company's customer registration products, or a
decrease in orders due to adoption by customers of custom software
applications, could have a material adverse effect on the Company's future
operating results. Substantially all revenues and expenses attributable to
the Company's CIMS product for a particular year are recognized when the
final study is completed and delivered, usually in the third quarter of that
year. Delay in delivering the final study in any given year could postpone
recognition of such revenues and expenses until the fourth quarter of such
year, which would materially affect operating results for such third and
fourth quarters. Furthermore, all costs related to CIMS are included in cost
of revenues and none are allocated to sales, general and administrative
costs, which tends to reduce the Company's third quarter gross margin below
that of other quarters. Many of the Company's customers operate in industry
segments that are becoming increasingly seasonal as technology vendors have
increased their focus on consumer markets, with sales in the fourth calendar
quarter constituting a growing portion of the annual sales of such customers.
This may translate into seasonal demand for the Company's products,
particularly the customer registration products. In addition, the Company's
operating results may fluctuate as a result of a variety of other factors,
including the timing of orders from customers, the size and timing of orders
for customer registration products, response rates on customer registration
products, delays in development and customer acceptance of custom software
applications, product or panel development expenses, new product or service
introductions or announcements by the Company or its competitors, levels of
market acceptance for new products and services, the hiring and training of
additional staff and customer demand for market research, as well as general
economic conditions. Because a significant portion of the Company's
13
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overhead is fixed in the short term and because spending commitments must be
made in advance of revenue commitments by customers, the Company's results of
operations may be materially adversely affected in any particular quarter if
revenues fall below the Company's expectations. These factors, among others,
make it likely that in some future quarter the Company's operating results
may be below the expectations of securities analysts and investors, which
would have a material adverse effect on the market price of the Company's
common stock.
Competition. Overall, the technology-focused market research industry
is highly competitive. The Company has traditionally competed directly with
relatively small, local providers of survey-based technology-focused market
research. The Company also competes directly with third party providers of
customer registration software (such as KAO Infosystems Company) as well as
vendors' own customer registration software. In addition, the Company
competes indirectly with significant providers of (i) analyst-based,
technology-focused market research (such as Gartner Group, Inc., META Group,
Inc. and Forrester Research, Inc.); (ii) survey-based, general market
research (such as A.C. Nielsen Company, NFO Research, Inc., Information
Resources Inc. and The NPD Group, Inc.); and (iii) analyst-based, general
business consulting. Although only a few of these competitors have to date
offered survey-based, technology-focused market research that competes
directly with the Company's products and services, many of these competitors
have substantially greater financial, information gathering and marketing
resources than the Company and could decide to increase their resource
commitments to the Company's market. Moreover, each of these companies
currently competes indirectly, if not directly, for funds available within
aggregate industry-wide market research budgets. There are few barriers to
entry into the Company's market, and the Company expects increased
competition in one or more market segments addressed by the Company, which
could adversely affect the Company's operating results through pricing
pressure, required increased marketing expenditures and loss of market share,
among other factors. There can be no assurance that the Company will continue
to compete successfully against existing or new competitors.
Rapid Technological Change and New Product Introduction. The Company's
customers compete in markets characterized by rapid, continual technological
change. The Company's success will depend in part upon its ability to
anticipate and keep pace with rapidly changing technology and to add new
products and services which address the increasingly sophisticated, rapidly
changing and demanding needs of its customers and their evolving market
strategies. In particular, the Company is expending significant resources to
develop its proprietary customer registration products to take advantage of
certain market opportunities. However, such software products may contain
defects following customization or when new versions are released; the
Company has in the past discovered software defects in certain of its
products and may experience delays or lost revenue to correct such defects in
the future. In addition, the significant growth in the use of the World Wide
Web has created the opportunity to use the Internet as an information
transmission medium. Accordingly, the Company is expending significant
resources to develop Internet-based information collection tools. There can
be no assurance, however, that the Company will be successful in developing
and marketing, on a timely basis, these or other new or improved products and
services that adequately and competitively address the needs of the
marketplace. Any failure to continue to provide insightful and timely data in
a manner that meets rapidly changing market needs could materially and
adversely affect the Company's future operating results.
Data Collection Risks. The Company currently collects information both
telephonically and electronically. In addition, certain of the Company's new
products and services involve the use of the Internet and commercial online
services to gather information from end users for processing and sale to
customers of the Company. A number of legislative initiatives exist
domestically and abroad that seek to regulate the telephonic or electronic
collection of data about persons. In addition, an increasing number of court
cases have been brought seeking damages and injunctive relief for actions
allegedly violating
14
<PAGE>
so-called "rights of privacy." The law in this area, both statutory and case
law, is highly unsettled. No assurance can be given, therefore, that the Company
will be allowed to continue to pursue existing or proposed new products and
services. In addition, the Company's ability to provide timely and accurate
market research to its customers depends on its ability to collect large
quantities of high quality data through interviews, customer registrations,
product satisfaction questionnaires and certain other surveys. If receptivity to
the Company's customer registration, interview and survey methods by respondents
declines, or for some other reason their willingness to complete and return
surveys, registrations, or other information declines, or if the Company for any
reason cannot rely on the integrity of the data it receives, it would reduce the
quantity and/or quality of the data the Company seeks to disseminate and would
have a material adverse effect on the Company's ability to market and sell its
market research products and on its results of operations.
Risks Related to CIMS. CIMS is one of the leading databases of media
readership and viewership habits of both business and household technology
purchase influencers in the United States. Because many advertisers use CIMS
data as a key component in their media buying decisions and because many media
companies use CIMS data to promote their media properties, such data can have a
significant impact on advertiser demand for, and advertising rates charged by,
such media properties. In the past, it has not been unusual for media companies
with properties that have not performed well in the studies to be dissatisfied
with the results of the studies or the manner in which such results have been
used by their competitors. Furthermore, the Company in 1996 revised data from a
study that was inaccurate due to software defects, which it remedied and
disclosed to its customers. Although neither media company dissatisfaction nor
the inaccurate study has resulted in litigation against the Company, there can
be no assurance that the Company will not face future litigation as a result of
media company dissatisfaction with CIMS or the results thereof, and if
initiated, that such litigation will not have a material adverse effect on the
Company's business, financial condition or results of operations.
Management of Growth; Possible Acquisitions. Since inception, the
Company's growth has placed significant demands on the Company's management,
administrative, operational and financial resources. In order to manage its
growth, the Company will need to continue to implement and improve its
operational, financial and management information systems and continue to
expand, motivate and effectively manage an evolving and expanding workforce. If
the Company's management is unable to effectively manage under such
circumstances, the quality of the Company's products, its ability to retain key
personnel and its results of operations could be materially adversely affected.
Furthermore, there can be no assurance that the Company's business will continue
to expand. The Company's growth could be adversely affected by reductions in
customers' spending on market research or customer registration products,
increased competition, possible pricing pressures and other general economic
trends. Although market research expenditures by technology companies have
increased in recent years as such companies have adopted certain marketing
strategies traditionally utilized by consumer goods manufacturers, there can be
no assurance that this trend will continue or that technology companies will
continue to rely on externally-generated market research to enhance the
marketing of their products.
The Company hopes to achieve a portion of its future revenue growth, if
any, through acquisitions of complementary businesses, products or technologies,
although the Company currently has no commitments or agreements with respect to
any such acquisition. As part of this strategy, the Company acquired Pipeline
Communications, Inc., renamed IntelliQuest Communications, Inc. ("IntelliQuest
Communications"), in May 1996 and Zona Research, Inc. ("Zona") in February 1997.
The Company's management has limited experience dealing with the issues of
product, systems, personnel and business strategy integration posed by
acquisitions, and no assurance can be given that the integration of the
IntelliQuest Communications acquisition, the Zona acquisition, or any possible
future acquisitions will be
15
<PAGE>
managed without a material adverse effect on the business of the Company. In
addition, there can be no assurance that any possible future acquisition will
not dilute the Company's earnings per share.
Dependence on Key Personnel. The Company's future performance will depend
to a significant extent upon the efforts and abilities of key personnel who have
expertise in developing, interpreting and selling survey-based information for
technology markets. Although customer relationships are managed at many levels
in the Company, the loss of one or more of IntelliQuest's corporate officers or
senior managers could have an adverse effect on the Company's business. The
Company's success may also depend on its ability to hire, train and retain
skilled personnel in all areas of its business. Competition for qualified
personnel in the Company's industry is intense, and many of the companies with
which the Company competes for qualified personnel have substantially greater
financial and other resources than the Company. Furthermore, competition for
qualified personnel can be expected to become more intense as competition in the
Company's industry increases. There can be no assurance that the Company will be
able to recruit, retain and motivate a sufficient number of qualified personnel
to compete successfully.
Limited Protection of Proprietary Systems, Software and Procedures. The
Company's success is in part dependent upon its proprietary software technology,
research methods, data analysis techniques, and internal systems and procedures
that it has developed specifically to serve customers in the technology
industry. The Company has no patents; consequently, it relies on a combination
of copyright, trademark and trade secret laws and employee and third party
non-disclosure agreements to protect its proprietary systems, software and
procedures. There can be no assurance that the steps taken by the Company to
protect its proprietary rights will be adequate to prevent misappropriation of
such rights or that third parties will not independently develop functionally
equivalent or superior systems, software or procedures. The Company believes
that its systems, software and procedures and other proprietary rights do not
infringe upon the proprietary rights of third parties. There can be no
assurance, however, that third parties will not assert infringement claims
against the Company in the future or that any such claims will not require the
Company to enter into costly license arrangements or result in protracted and
costly litigation, regardless of the merits of such claims.
Risks Associated with International Operations. Revenues attributable to
international market research represented 20.2%, 28.3% and 27.8%, respectively,
of the Company's revenues for 1994, 1995 and 1996. The Company expects that
revenues from international market research will continue to account for a
significant portion of its revenues and intends to continue to expand its
international market research efforts. However, the Company's international data
collection operations are subject to numerous inherent challenges and risks,
including maintenance of an international data collection network that adheres
to the Company's quality standards, fluctuations in exchange rates, foreign
political and economic conditions, tariffs and other trade barriers, longer
accounts receivable collection cycles and potentially adverse tax consequences.
In addition, demand for the Company's international market research depends on
the international sales and operations of its customers, which may increase or
decrease over time. The addition of market research coverage in new geographic
territories can be expected to require the commitment of considerable management
and financial resources and may negatively impact the Company's near-term
results of operations. 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 effect on the Company's results of
operations.
16
<PAGE>
Part II. 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.
17
<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 August 14, 1997
IntelliQuest Information Group, Inc.
(Registrant)
By: /s/ Susan Georgen-Saad
-------------------------------------
Susan Georgen-Saad
Chief Financial Officer
18
<PAGE>
Exhibit 11.1
INTELLIQUEST INFORMATION GROUP, INC.
STATEMENT REGARDING COMPUTATION OF NET INCOME PER SHARE
(in thousands, except per share data)
For the Three Months
Ended
June 30, 1997
-------------
Net income available to common stockholders .............. $ 814
-------
Weighted average shares outstanding:
Common stock .......................................... 8,348
Common stock issuable upon exercise of options
and warrants ....................................... 212
-------
Weighted average common shares and equivalents ........... 8,560
Net income per share ..................................... $ .10
-------
19
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