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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
(MARK ONE)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 0-27680
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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 Identification
incorporation or organization) Number)
1250 CAPITAL OF TEXAS HIGHWAY
AUSTIN, TEXAS 78746
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (512) 329-0808
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
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NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
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Common Stock, $.0001 Par Value NASDAQ
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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 by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in part III of this Form 10-K or any amendment to this
Form 10-K. / /
The aggregate market value of the voting stock held by non-affiliates of the
Registrant as of the close of business on February 28, 1998 was approximately
$168.2 million. Shares of Common Stock held by each executive officer and
director and by each person who owns 5% or more of the outstanding Common Stock
have been excluded in that such persons may under certain circumstances be
deemed to be affiliates. This determination of executive officer or affiliate
status is not necessarily a conclusive determination for other purposes.
The number of shares outstanding of the Registrant's Common Stock as of
February 28, 1998 was 8,414,456.
DOCUMENTS INCORPORATED BY REFERENCE
(1) Proxy Statement for the Annual Meeting of Stockholders of Registrant to be
held on May 12, 1998. Certain information therein is incorporated by
reference into Part III hereof.
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TABLE OF CONTENTS
INTELLIQUEST INFORMATION GROUP, INC.
FORM 10-K
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PART I
Item 1. Business....................................................................................... 3
Item 2. Properties..................................................................................... 15
Item 3. Legal Proceedings.............................................................................. 15
Item 4. Submission of Matters to a Vote of Security Holders............................................ 15
Executive Officers of the Registrant........................................................... 16
PART II
Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters...................... 17
Item 6. Selected Financial Data........................................................................ 18
Item 7. Management's Discussion and Analysis of Financial Condition and Results of
Operations..................................................................................... 19
Item 8. Financial Statements and Supplementary Data.................................................... 31
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure........... 51
PART III
Item 10. Directors and Executive Officers of the Registrant............................................. 51
Item 11. Executive Compensation......................................................................... 51
Item 12. Security Ownership of Certain Beneficial Owners and Management................................. 51
Item 13. Certain Relationships and Related Transactions................................................. 51
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K................................ 52
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PART I
ITEM 1. BUSINESS
THE FOLLOWING BUSINESS SECTION CONTAINS 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 A RESULT OF CERTAIN FACTORS, INCLUDING, BUT NOT LIMITED TO RISKS
ASSOCIATED WITH DATABASE MARKETING INFORMATION SERVICES; RELIANCE ON KEY
CUSTOMERS/TECHNOLOGY INDUSTRY CONSOLIDATION; DEPENDENCE ON SUBSCRIPTION AND
CONTRACT RENEWALS; FLUCTUATIONS IN OPERATING RESULTS/SEASONALITY; MANAGEMENT OF
GROWTH/POSSIBLE ACQUISITIONS AND STRATEGIC ALLIANCES; COMPETITION; DEPENDENCE ON
KEY PERSONNEL; EXPANSION OF DIRECT SALES FORCE; RAPID TECHNOLOGICAL CHANGE AND
NEW PRODUCT INTRODUCTION; DATA COLLECTION RISKS; RISKS RELATED TO CIMS; HISTORY
OF NET LOSSES/UNCERTAIN PROFITABILITY; LIMITED PROTECTION OF PROPRIETARY
SYSTEMS, SOFTWARE AND PROCEDURES; AND RISKS ASSOCIATED WITH INTERNATIONAL
OPERATIONS, AS FURTHER DISCUSSED UNDER "MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS", "RISK FACTORS" AND ELSEWHERE IN
THIS FORM 10-K.
IntelliQuest Information Group, Inc. ("IntelliQuest" or the "Company") is a
leading provider of information, technologies, and analysis services that are
designed to improve the marketing performance of technology companies.
IntelliQuest supplies customers with 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 uses its
proprietary databases, software and subscription-based strategic consulting
services to help technology companies track product performance and customer
satisfaction, measure advertising effectiveness, assess brand strength and
competitive position, determine price sensitivity, and evaluate new products,
markets or other business opportunities. The Company also licenses custom
proprietary software applications and associated services to technology
manufacturers for electronic customer registration. IntelliQuest serves over 270
technology vendors, including 3Com, 3M, Apple Computer, AT&T, Compaq Computer,
Dell Computer, Hewlett-Packard, IBM, Intel, MicroHelp, Microsoft, Netscape,
Novell, Symantec, Texas Instruments, Toshiba and US West; publishers that market
to technology advertisers, including Dow Jones, Gannett, Time Warner and
Ziff-Davis; and telecommunications vendors, including GTE, MCI and Sprint.
Since its founding in 1985, IntelliQuest has focused on meeting the
specialized market research needs of technology companies and publishers who
market to technology advertisers. The Company believes that its ability to
cost-effectively provide consistent information and analysis regarding both
domestic and international technology markets differentiates it from its
competitors and enhances the Company's ability to capitalize on the trend among
multinational technology vendors to seek worldwide market research.
The Company focuses on providing continuous services as well as proprietary
research services and conferences. In 1997, 87% of the Company's total revenues
were generated from the sale of continuous services. Due to the strategic value
of IntelliQuest's products and services, its innovative use of proprietary
technology to collect and analyze information and the Company's reputation for
excellent customer service, the Company maintained dollar-weighted renewals for
subscription-based products in excess of 85% during 1997. Seven of the Company's
ten largest customers in 1997 were also among its ten largest customers in 1996.
The Company has made substantial investments in proprietary technology for
survey administration, data collection and data analysis. IntelliQuest was a
pioneer in the use of disk-based interactive survey techniques, known as
ReplyDisk, which is used to gather information from technology purchasers and
users in its product. The Company has made a substantial investment in
improvements of this technology in its ReplyQuest proprietary survey software,
allowing the Company to easily create customized interactive, graphical and
multi-media survey applications. Using this same proprietary technology, the
Company
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recently completed the development of and is in Beta testing for SurveyNet,
previously known as NetQuest, which will allow the Company to administer
interactive surveys on the Internet.
In May 1996, the Company merged with Pipeline Communications, Inc.
("Pipeline"), a leading provider of electronic customer registration and
marketing services for a number of leading computer hardware, software and
peripheral companies. The Company has developed a proprietary X.25 network that
allows electronic customer registration from over 100 countries and 500 cities
worldwide. The Company's merger with Pipeline Communications, Inc. enabled the
Company to expand its offering of electronic customer registration products.
In February 1997, the Company merged with Zona Research, Inc. ("Zona
Research"), a leading provider of subscription-based advisory services, reports
and conferences that monitor the Internet and intranet markets. Zona Research
uses a limited amount of quantitative research to support forward-looking
projections and analysis designed to help Internet-related vendor companies
successfully develop marketing strategies.
In December 1997, the Company entered into an exclusive licensing agreement
with First Data Solutions ("First Data"), a premier provider of consumer,
lifestyle and public record information, to market and sell First Data's popular
database products to the high-tech, telecommunications, cable and utility
industries. The agreement will enable the Company to expand its reach into these
new market segments, in addition to expanding the Company's value-add, database
marketing offerings.
In January 1998, the Company acquired certain assets of Information
Technology Forum, Inc. (ITF), a consulting and training company and producer of
best-practice professional development, seminars and training programs in the
area of database marketing. The merger with ITF enabled the Company to increase
its staff of highly seasoned database marketing experts, as well as to expand
the Company's conference offerings.
INDUSTRY BACKGROUND
Increased reliance by corporations and consumers on technology products has
led to rapid growth in the technology industry. Technology companies are
operating in a more complex business environment, characterized by increased
competition, globalization of product markets, shortened product life cycles and
increasingly complex distribution, pricing and marketing issues. Simultaneously,
the number of customers for technology products is increasing and such customers
are becoming more diverse and segmented in their demographic characteristics,
technology needs and buying criteria. For example, small and medium-sized
businesses are becoming increasingly significant purchasers of computer and
networking technologies, and consumer demand for computers, software and
Internet services is experiencing substantial growth. Moreover, most leading
technology companies now compete for customers on a global basis, where customer
preferences may be heavily influenced by regional and cultural preferences.
As the technology industry matures and increases its focus on mass market
and consumer applications, companies have begun to shift from a business model
focused primarily on engineering to one that also depends on effectively
differentiating and marketing products worldwide. As a result, technology
companies are beginning to market their products and services more like
traditional packaged goods manufacturers that rely on brand marketing and
advertising programs. Technology companies are demanding higher quality
information about their customers' attitudes, technology needs, purchase
behavior and brand preferences in order to track product performance and
customer satisfaction, measure advertising effectiveness, assess brand strength
and competitive position, determine price sensitivity, and evaluate new
products, markets or other business opportunities. Technology companies have
also become increasingly focused on the potential value of current customers. As
a result, many technology companies have begun to make substantial investments
in registering their customers for future database marketing activities to
implement effective customer acquisition and retention programs.
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Survey-based research has traditionally been a valuable source of objective,
quantitative market data to which statistical analysis can be applied. As such,
survey-based research provides marketers with a basis from which to measure
current market conditions and project future outcomes. The heightened focus on
customer-based marketing by technology companies has generated significantly
increased demand for higher quality data from the marketplace. However, the
relatively low incidence of technology purchase influencers among the general
population and complex technology issues associated with survey-based market
research in technology markets have made such research expensive, difficult,
time consuming and ultimately prohibitive for all but the largest technology
vendors to conduct on their own.
Until recently, only a few market research firms focused on delivering
survey-based market research to the technology industry. As a result, most
companies have depended on market research firms that utilize individual
research analysts to provide advice and opinions about technologies, products
and markets. Such industry analysts typically base their recommendations on
limited customer interviews, industry contacts and direct observation of market
trends. Though opinion-based analyst research can offer valuable insight into
industry conditions and trends, it often lacks the statistical accuracy and
potential scope of more objective survey-based research.
THE INTELLIQUEST SOLUTION
The Company addresses the need for timely, accurate, cost-effective and
comprehensive information on technology markets, customers and products by
providing survey-based market research data and analysis using extensive survey
respondent databases, proprietary software tools and innovative survey
techniques. The Company provides information based on consistently applied,
statistically rigorous data collection and analysis techniques that measure
customer attitudes and behaviors rather than information based solely on the
opinions of individual analysts. IntelliQuest's marketing science staff has
refined and developed several statistical research techniques and systems
specifically for the technology marketplace. The Company has also made
significant investments in the development of these techniques and systems to
assure that customers obtain high quality research. In addition, as part of its
focus on technology markets, the Company has developed and acquired proprietary
software tools and customer information products to more effectively collect
information from international technology respondents. The Company has also
developed a proprietary panel of technology buyers and purchase influencers to
provide customers with increased speed and lower cost for certain types of
customized data collection efforts.
The Company is able to supply high quality and cost-effective market
tracking information to its customers through the Company's renewable
subscription-based products. These databases provide significant value to
individual customers because research costs are shared by a number of industry
participants. As a result, the Company has become a leading provider to
technology companies of subscription-based products that monitor the impact of
marketing and advertising efforts on brand strength and product positioning, and
products which assess the effectiveness of various media at reaching technology
buyers. In addition to its subscription-based products, the Company also markets
renewable proprietary products and one-time proprietary research projects to
individual customers. These products utilize specialized techniques and
proprietary tools to deliver sophisticated databases of market and customer
information that address specific longitudinal and point-in-time international
business issues. In addition, the Company's database marketing offerings enhance
technology companies' sales and marketing effectiveness through information
products that facilitate better customer acquisition, retention, cross selling
and upselling activities.
BUSINESS STRENGTHS
The Company believes the following factors have been of principal importance
in its ability to achieve its present position as a leading provider of
survey-based worldwide market research to technology companies.
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FOCUS ON TECHNOLOGY MARKETS. Since its founding in 1985, IntelliQuest has
focused on meeting the specialized market research needs of technology companies
and publishers who market to technology advertisers. The Company believes that
its ability to cost-effectively provide consistent information regarding both
domestic and international technology markets differentiates it from its
competitors and enhances the Company's ability to capitalize on the trend among
multinational technology vendors to seek worldwide market research. The Company
has established relationships with many leading technology companies, including
3Com, 3M, Apple Computer, AT&T, Bay Networks, Compaq Computer, Dell Computer,
Epson, Hewlett-Packard, IBM, Intel, MicroHelp, Microsoft, Netscape, Novell,
Symantec, Texas Instruments, Toshiba and US West. The Company has also
established relationships with leading publishers, including Dow Jones, Gannett,
Time Warner and Ziff-Davis, who market to technology advertisers; and
telecommunications vendors, including GTE, MCI and Sprint. In December 1997, the
Company strengthened its position in the technology sector with an exclusive
licensing agreement with First Data Solutions ("First Data") to market and sell
First Data's customer information products to the high-technology,
telecommunications, cable and utilities industries.
EMPHASIS ON CONTINUOUS SERVICES. In 1997, 87% of the Company's total
revenues were generated from the sale of continuous services. Due to the
strategic value of IntelliQuest's products and services, its innovative use of
proprietary technology to collect and analyze information and the Company's
reputation for excellent customer service, the Company averaged dollar-weighted
renewals for subscription-based products in excess of 85% during 1997. Seven of
the Company's ten largest customers in 1997 were also among its ten largest
customers in 1996.
INVESTMENT IN PROPRIETARY TECHNOLOGY. The Company has made substantial
investments in proprietary technology for survey administration, data collection
and data analysis. IntelliQuest was a pioneer in the use of disk-based
interactive survey techniques, known as ReplyDisk, which are used to gather
information from technology purchasers and users. The Company has made a
substantial investment in ReplyQuest, its proprietary survey software, which
allows the Company to easily create customized interactive, graphical and
multi-media survey applications. The Company has also invested in data
communication technologies to increase the efficiency of data collection using
the disk-based approach. The Company recently completed the development of and
is in Beta testing for SurveyNet, formerly known as NetQuest, which will allow
the Company to administer interactive surveys on the Internet. The Company
recently entered into a licensing agreement with Quantime Limited for use of its
Quancept web survey technology, which the Company has augmented with security
and administrative features to provide a more enriched application, IntelliPoll.
The Company is currently reengineering its process for producing deliverables
for syndicated marketing research, converting from paper-based to web-based
deliverables. The conversion has already resulted in improved internal
operations and is designed to provide clients with more timely information, as
well as additional interactive features such as electronic cross tabulation and
data manipulation.
FOCUS ON LEVERAGING PROPRIETARY TECHNOLOGIES AND PRODUCTS. The Company
believes that past margin improvement is attributable, in part, to its
substantial investments in its proprietary survey technologies, data collection
and analysis methodologies, renewable subscription-based products and Technology
Panel. In addition, the Company has also realized improved operating efficiency
by (i) pursuing sales penetration of technology vendors not previously served by
the Company, but whose products were already tracked as part of its
subscription-based products, (ii) capitalizing on a "consortium" approach for
designing new subscription-based products, and (iii) marketing new modules of
existing products to the Company's current customers.
GROWTH STRATEGY
The Company's growth strategy includes the following key elements.
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INCREASE MARKETING TO EXISTING CUSTOMERS. Many of IntelliQuest's customers
are diversified multinational technology companies. The Company typically works
with some, but not all, of the business units within these companies. The
Company believes that opportunities exist to leverage its expertise and
reputation to expand its presence among other business units of existing
customers. In addition, many of IntelliQuest's subscription-based and renewable
proprietary products enable the Company to market to customers more specific,
customized research projects.
EXTEND PRODUCTS AND SERVICES TO NEW CUSTOMERS AND RELATED TECHNOLOGY
MARKETS. The Company believes that its experience and reputation in providing
high-quality, cost-effective market research information to leading technology
companies and publishers will enable it to market its existing products and
services to new customers. In particular, the Company has an opportunity to
pursue sales penetration of technology vendors not previously served by the
Company, but whose products were already tracked as part of its
subscription-based products. In addition, while the Company has historically
derived a significant percentage of its revenues from customers in the computer
industry, primarily manufacturers of personal computers and related hardware and
software, the Company has begun to target related technology markets such as the
telecommunications, data communications, online services, Internet and
interactive new media markets. Furthermore, through its recent exclusive
licensing agreement with First Data Solutions, the Company has enhanced its
offering of database marketing products to new technology vendors and to the
telecommunications, cable and utilities industries.
DEVELOP INTERNET-BASED RESEARCH TOOLS AND OTHER NEW INFORMATION
SERVICES. The use of the Internet for e-mail communications and information
dissemination (through Web sites) has grown rapidly over the past several years.
The Company is seeking to capitalize on this growth by expanding its
Internet-based research tools and information services to include services such
as the recently introduced observational measurement of Web usage within the
Company's sample of technology influencers.
DEVELOP ANCILLARY SERVICES TO CUSTOMER REGISTRATION. The Company believes
it can leverage its position in the electronic registration business to provide
other forms of customer registration services in addition to electronic, and to
develop several ancillary database marketing products such as customer
satisfaction tracking, database management, database enhancement, and electronic
marketing services. The Company intends to expand its registration offerings to
include low cost hard-copy and voice response registration services and increase
it's database marketing offerings through internal development and through
strategic alliances and partnerships, such as the recent exclusive licensing
agreement with First Data Solutions.
EXPAND INTERNATIONALLY. Demand for technology products in international
markets has increased significantly in recent years. As the Company's customers
expand their marketing activities worldwide, the Company has experienced
increased demand for market research information and customer information
relating to international markets. The Company operates an office and data
collection facility in London and has established research affiliate
relationships with companies covering the Pacific Rim, Europe, Canada, Mexico
and Latin America.
EXPAND THROUGH STRATEGIC BUSINESS COMBINATIONS AND ALLIANCES. The Company
believes that through continued growth, it will be better positioned to provide
a comprehensive set of survey-based market research to a broader group of
customers. The Company believes that the market research industry is highly
fragmented and that opportunities exist to expand through acquisitions or other
strategic business combinations. The Company plans to consider acquisitions of,
alliances with, and investments in companies that provide products or services
not offered by the Company, have strategic customer relationships, are located
in attractive geographic locations or have proprietary technologies.
PRODUCTS AND SERVICES
IntelliQuest offers its customers a variety of market research products and
services within each of its three divisions: Proprietary Marketing Research,
Syndicated Marketing Research and Database Marketing
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Information Services (marketed as Marketing Information Solutions "MKIS"). The
following table summarizes the Company's products and services by division:
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PRODUCT OR SERVICE (YEAR
DIVISION INTRODUCED) DESCRIPTION
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PROPRIETARY MARKETING Proprietary Research (1985) - Full service capabilities for large-scale global
RESEARCH INTERNATIONAL proprietary projects.
- Proprietary methods developed for market
segmentation, pricing, advertising, effectiveness,
product development, brand measurement, image
assessment, and brand research.
- Delivered at end of project via statistical tables,
graphical reports and diskettes.
Longitudinal Tracking Studies - Ongoing renewable tracking programs conducted on a
(1990) INTERNATIONAL proprietary basis for specific customers.
- Systems developed to assure consistency on a
world-wide basis using a comprehensive system of
software standards and operational guidelines.
- Delivered monthly or quarterly via statistical
tables, graphical reports and diskette.
Technology Panel (1994) - Pre-recruited sample of technology purchase
INTERNATIONAL influencers for immediate customer research needs.
- Utilizes fax/OCR technology (plans call for
transition to Internet) to create fast turnaround and
gain cost efficiencies.
- Broad market coverage with approximately 27,000
participants.
- Delivered at end of project via statistical tables,
graphical reports and/or diskettes, depending on
project scope.
SYNDICATED MARKETING IntelliTrack IQ (1991) - Global tracking of key brand metrics including
RESEARCH INTERNATIONAL awareness, image, consideration, preference, and
reasons for won/lost business.
- Used as gauge of marketing effectiveness and tool for
improving customer consideration rates and market
share.
- Delivered monthly or quarterly via statistical
tables, graphical reports and diskette and via
corporate intranet.
Conferences (1993) UNITED - Periodic conferences devoted to specific topics, such
STATES as managing and measuring technology brands; evolving
research methods for technology marketers; and
emerging Internet and intranet technologies.
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PRODUCT OR SERVICE (YEAR
DIVISION INTRODUCED) DESCRIPTION
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Computer Industry Media Study - Comprehensive database of the media habits (print,
(CIMS) (1994) UNITED STATES television and Internet) and purchase habits of both
home and corporate technology purchase influencers.
- Used for media planning by technology advertisers and
for marketing purposes by subscribing media
companies.
- Delivered annually via statistical tables, CD-ROM and
online reports.
Worldwide Internet Tracking - Tracking of Internet and online services ("OLS")
Study (WWITS) (1996) usage.
UNITED STATES - Monitors online activities of Internet and OLS users
including brand performance and satisfaction levels.
- Delivered quarterly via statistical tables, diskette,
CD-ROM and online reports.
Zona Advisory Services (1997) - Provides analysis and assessment of the Internet and
INTERNATIONAL intranet, using a limited amount of survey-based
research as support.
- Delivered via subscription services and reports, as
well as periodic conferences devoted to specific
Internet-related topics.
DATABASE MARKETING Customer Registration - Multi-language electronic registration applications
INFORMATION SERVICES Products (1993) INTERNATIONAL utilizing customized versions of IntelliQuest's
(MARKETED AS MKIS) proprietary software.
- Typically integrated and shipped with the client's
product. Buyers complete registration application
electronically and automatically return via Internet,
modem, fax, or mail.
- Client's customer data is delivered both real-time
(electronically), batch and periodically via
statistical tables and graphical reports.
- Electronic marketing ("Affinity") offers linked to
end-user registration, enabling clients to leverage
the registration process to generate a revenue
stream.
IntelliCIS (1998) - Database marketing products, including data
UNITED STATES enhancement, data cleansing, data mining and
processing services, focused on the information needs
of the high-technology, telecommunications, utility
and cable industries.
- Database marketing consulting services and periodic
conferences on database marketing solutions for the
technology market.
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Through its offices in Austin and College Station, Texas; Atlanta, Georgia;
Redwood City, California; New York, New York; Naperville, Illinois; Costa Mesa,
California; Whitehouse, New Jersey and London, England and affiliates abroad,
the Company provides market research data on the following areas: the United
States, Canada, Mexico, Latin America, France, the U.K., Germany, Italy and
Japan.
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PROPRIETARY MARKETING RESEARCH
PROPRIETARY RESEARCH
IntelliQuest is a leading provider of proprietary market research studies to
technology companies, offering full service capabilities for large-scale global
proprietary projects. The Company's service offerings include market opportunity
assessment, market segment analysis, and pricing/profitability research.
IntelliQuest's market opportunity assessment enables companies to explore the
potential and pitfalls of new products, channels or services. IntelliQuest's
market segmentation studies assist customers in identifying segments with
varying needs, quantifying the sizes and potential economic opportunities of the
segments, describing the composition of each segment, analyzing each segment's
sources of product information and evaluating alternative marketing
communications messages. Through close work with top academic and industry
researchers, the Company has refined a methodology to collect information on
price and its relationship to other product attributes. Using this data, the
Company is able to model various pricing strategies for its customers' products.
LONGITUDINAL TRACKING STUDIES
IntelliQuest provides proprietary customized brand, advertising, product and
customer tracking programs. The Company creates proprietary tracking systems for
certain customers, based on the IntelliTrack methodology described below, that
monitor unique product or market segments and use IntelliTrack data for
benchmarking and performance evaluation. The Company also tracks the
effectiveness of specific advertising campaigns on an ongoing proprietary basis
for certain customers. Finally, the Company designs and implements customized
product and customer tracking research to follow products and customers through
all phases of the product life cycle.
TECHNOLOGY PANEL
The Company's Technology Panel consists of approximately 27,000 persons
involved in purchases of technology goods and services who have agreed to
participate in the Company's ongoing survey research projects. The Technology
Panel provides the Company with pre-recruited technology respondents from a
variety of corporate functional areas (such as senior management, MIS director
or departmental head) and product categories and rapid data collection tools to
enable cost-effective research among specific technology respondent groups.
The Technology Panel currently includes respondents from the United States
and several major European countries and eventually is expected to cover all
major global markets of interest to IntelliQuest's customers. In addition, the
Company began in 1996 to utilize the Internet for transmitting and gathering
information from sub-segments of the Technology Panel.
Research panels are valuable sources of technology market research
information. Panel research is well suited for (i) tracking customer behavior
and attitudes, (ii) testing new products, (iii) conducting proprietary studies
with hard to find respondents, (iv) obtaining time sensitive information for
tactical decision making, (v) obtaining time sensitive competitive feedback, and
(vi) testing marketing campaigns or advertising concepts.
SYNDICATED MARKETING RESEARCH
INTELLITRACK IQ
IntelliTrack IQ is a family of subscription-based market and brand tracking
studies delivered monthly or quarterly via statistical tables, graphical reports
and diskette. Through over 80,000 annual interviews with key purchase
influencers of computer-related equipment, IntelliTrack provides continuous
international brand awareness, consideration and purchase data.
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IntelliTrack IQ is sold through annual subscriptions for a
customer-specified number of product and geographic market modules. The Company
currently offers a total of fourteen modules with a total of 58 product and
geographic market combinations. The product markets tracked include
business-to-business markets for desktop personal computers, portable/notebook
personal computers, workstation computers, printers, color printers, networking
equipment and personal computers and printers used in the home. The geographic
markets tracked include the United States, Canada, Mexico, Brazil, the U.K.,
France, Germany, Italy and Japan.
IntelliTrack IQ also offers omnibus and recontact services. The omnibus
service allows customers to add questions to the IntelliTrack survey, providing
additional in-depth data customized to customers' individual needs. Recontact
studies allow customers direct access to original IntelliTrack respondents so
that research projects can be conducted with specific target groups. Both
services provide a cost-effective alternative to small, focused, proprietary
studies.
CONFERENCES
The Company hosted a variety of annual conferences in 1997: IntelliQuest
Brand Tech Forum (co-hosted with The Wall Street Journal), devoted to
presentations on creating, managing and measuring technology brands and
IntelliQuest Marketing Research Tech Forum, focusing on state-of-the-art
research methods for technology markets. IntelliQuest also conducts conferences
on specific topics for technology marketers such as pricing technology products,
aftermarketing and product registration, and evaluating emerging technologies.
The Company's Zona advisory services hosts several conferences a year on
Internet and intranet technologies. The conferences target executives from
technology companies and explore such topics as commerce on the Internet,
security issues, collaborative computing and how organizations implement
Internet/intranet technologies to meet enterprise needs. The Company recently
expanded its conference offerings through its acquisition of certain assets of
Information Technology Forum, Inc., a producer of seminars and training programs
in the area of database marketing.
COMPUTER INDUSTRY MEDIA STUDY (CIMS)
The Company maintains and markets CIMS, one of the leading databases of
media readership and viewership habits of both business and household technology
purchase influencers in the United States. Conducted on an annual basis, the
research is designed to provide both advertisers and media companies with
objective, comparable information about how to efficiently target advertising at
key buying groups. Subscribers include most major technology-focused publishing
groups as well as top advertisers in the categories measured, which include
desktop PCs, notebook PCs, workstations, microprocessors, printers, peripherals,
applications software, operating systems, LAN hardware/software, networking,
Internet and intranet products and services, and wide-area networking and
communications products. In addition to the advertising information, the scope
of the study (10,000 business surveys and 5,000 home surveys) makes CIMS a
comprehensive annual benchmark of market trends in both buying patterns and
media behavior. As a result of its strategic alliance with Media Metrix, The PC
Meter Company, the Company recently introduced CIMS-Internet to measure and
report Web usage within IntelliQuest's sample of technology influencers.
WORLDWIDE INTERNET TRACKING STUDY (WWITS)
In 1996, the Company introduced WWITS, a subscription-based study that
tracks Internet and online service ("OLS") usage in the United States. Conducted
quarterly in the United States, this study provides what the Company believes is
the most accurate and comprehensive measurement of the size and growth of the
Internet and OLS user population. Additionally, the study monitors the online
activities of Internet and OLS users, including their brand preferences and
satisfaction levels. Subscribers to the study include leading providers of
hardware, software and services to the Internet market. Specific product
categories
11
<PAGE>
tracked include online services, Internet access providers, browsers, search
engines, hardware for accessing the Internet, and electronic commerce. Databases
are delivered via hard copy reports and on disk.
ZONA ADVISORY SERVICES
In February 1997, the Company merged with Zona Research, Inc. ("Zona
Research"), a leading provider of subscription services and reports, custom
consulting services and conferences that focus on trends in the Internet and
intranet markets. Zona Research uses a limited amount of quantitative research
to support forward-looking projections and analysis designed to help
Internet-related vendor companies successfully develop marketing strategies. The
Company hosts several conferences annually under the
Zona Research name on a variety of Internet and Intranet related topics.
DATABASE MARKETING INFORMATION SERVICES (MARKETED AS MARKETING INFORMATION
SOLUTIONS, "MKIS")
CUSTOMER REGISTRATION PRODUCTS
IntelliQuest offers innovative customer registration software products that
provide technology vendors with a cost-effective way of identifying customers
and customer specific information. The Company's customer registration products
include both customized and standard turnkey programs. The Company's proprietary
software provides for questionnaire logic with complete multimedia capabilities,
including the ability to incorporate voice and high-resolution graphics into
registration products. OEM hardware manufacturers typically pre-load the
software on their products so that the registration questionnaire automatically
appears when the product is booted.
IntelliQuest offers a comprehensive solution with regard to response media
including customer registration responses via Internet, modem, diskette, fax, or
mail. Via its extensive X.25 network, IntelliQuest can now process online calls
in over 100 countries and 500 cities. Through the use of its technologies,
IntelliQuest has been able to achieve customer registration rates that the
Company believes are significantly higher than those achievable through
traditional approaches and to collect substantially more information per
questionnaire in comparison to the questionnaires used in those approaches.
In addition to collecting customer data, the Company also provides Affinity
Marketing Services, exclusive electronic marketing offers presented to end-users
during the electronic registration process as an incentive or gratitude for
taking the time to register. If the end-user takes part in the offer, the
IntelliQuest client receives a commission, thereby enabling clients to leverage
the registration process to generate a revenue stream, while laying the
groundwork for future electronic commerce as the end-user places an "order"
electronically.
INTELLICIS
In December 1997, IntelliQuest entered into an exclusive licensing agreement
with First Data Solutions ("First Data"), a premier provider of consumer,
lifestyle and public record information. As a result, the Company began offering
database marketing products and services under the IntelliCIS product family,
focusing on the information needs of high technology, telecommunications,
utility and cable industries. The first product line, IntelliCIS Information,
provides data to help clients better identify and understand their customers,
including high quality external data such as demographic, lifestyle and public
record information. In the future, the Company intends to introduce
business-to-business, small-office-home-office (SOHO) and international data
products. The customer registration products and services described above have
been re-positioned as a component of the IntelliCIS Information product line.
The second product line, IntelliCIS Enhance, appends specific domestic consumer
demographic and lifestyle information to customer data and provides data
cleansing and processing services to provide actionable data that clients can
use for more effective customer acquisition, retention programs, cross-selling
and upselling. The product line IntelliCIS Insight offers consulting and
training in database marketing best
12
<PAGE>
practices implementation and the MkIS User Forum, an organization designed to
enhance the professional development of the attendees through the exchange of
ideas and experience in the implementation of database marketing solutions.
CUSTOMERS
During 1997, the Company served approximately 270 vendors: 3Com, 3M, Apple
Computer, AT&T, Compaq Computer, Dell Computer, Hewlett-Packard, IBM, Intel,
MicroHelp, Microsoft, Netscape, Novell, Symantec, Texas Instruments, Toshiba and
US West; publishers that market to technology advertisers, including Dow Jones,
Gannett, Time Warner and Ziff-Davis; and telecommunications vendors, including
GTE, MCI and Sprint. The Company's customers have increasingly demanded
consistent international market information. Revenues from international market
research, which the Company first introduced in 1991, grew to $10.4 million in
1997, or approximately 29% of total revenues.
In 1997, 87% of the Company's total revenues were generated from the sale of
continuous services, and the Company expects that a material portion of its
revenues for the foreseeable future will continue to be derived from such
sources. The remainder of the Company's revenues was derived from custom
projects for proprietary research. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations."
The Company's two largest customers, IBM and Hewlett-Packard, accounted for
17.2% and 10.5%, respectively, of 1997 revenues. No other customer accounted for
10% or more of revenues in 1997. 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 that the Company believes will continue. Consolidation
among the Company's top customers could adversely affect 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.
SALES AND MARKETING
IntelliQuest has historically generated most of its new business through
customer referrals supplemented by its own sales and marketing efforts. The
Company has historically maintained a small, focused direct sales force to
market the Company's products and services to potential new customers, and
during the last half of 1997 began to develop a formal sales management
structure. In 1997, the Company increased the sales force from 9 to 26
individuals. As the Company develops new products and services targeted at more
complex, integrated marketing solutions, it will need to continue to expand its
direct sales force. There can be no assurance that the Company will be able to
successfully develop or manage such a sales force. See "Management's Discussion
and Analysis of Financial Condition and Results of Operations--Risk
Factors--Expansion of Direct Sales Force."
The Company also trains and encourages all of its employees to monitor the
information needs of existing customers in order to provide additional products
and services. In addition, the Company's senior management actively participates
in developing and maintaining customer relationships.
The Company's primary marketing event is the annual IntelliQuest Brand Tech
Forum (the "Forum"), attended by over 400 of the technology industry's marketing
professionals. The conference features outside speakers on a variety of topics
related to branding and technology marketing, and provides a public showcase for
the Company's products and services. The 1997 Forum was co-hosted by the Wall
Street Journal and sponsored by Ziff-Davis and Beyond Computing. In addition,
the Company sponsors a variety of user conferences for subscribers to its
information products. These conferences provide customer feedback on potential
product improvements and service enhancements. The Company also conducts
13
<PAGE>
conferences on specific topics for technology marketers such as pricing
technology products, aftermarketing and product registration, database
marketing, evaluating emerging technologies and Internet and Intranet trends.
Publishers frequently contract with IntelliQuest to conduct research that is
published or distributed to technology companies. The Company also provides data
for editorial use, including providing USA Today with biweekly survey
information for the USA Today/IntelliQuest Website Evaluations (Webscore).
PRODUCT DEVELOPMENT AND TECHNOLOGY
The Company is actively developing new subscription-based information
products. The Company focuses its product development efforts in areas where
there is a demonstrated customer demand for consistent worldwide market research
but where quality research is cost prohibitive unless shared among several
customers.
The Company is also investing in enabling technologies that increase the
quality and efficiency of the data collection process. This includes continued
enhancements to the Company's proprietary ReplyQuest software to enable it to
operate on the Web. The Company is currently in Beta testing for SurveyNet, a
web solution developed leveraging the ReplyQuest technology. The Company has
also entered into a licensing agreement with Quantime Limited for use of its web
survey technology, to which the Company has added expanded features.
Additionally, the Company expects to use web based technology to field surveys
on the Technology Panel, thereby lowering data collection costs and further
reducing turnaround time on panel studies.
The Company is also developing tools to further automate existing processes
for data collection and analysis. This includes software that integrates the
survey application with reporting packages, an automated
graphical-user-interface-based survey builder to enhance the productivity of
programmers in several aspects of the data collection process, and additional
interactive features such as electronic cross tabulation and data manipulation
for client use.
The Company is continuing to develop new products and technologies, such as
its X.25 network, which can now process online calls in over 100 countries and
500 cities. The Company has also recently announced a new product family called
IntelliCIS, which provides customer, prospect and market research information to
technology manufacturers and service providers based on worldwide customer
registrations and in-house customer data.
COMPETITION
The technology-focused market research industry is highly competitive. The
principal bases of competition in the Company's business are quality, industry
knowledge, data delivery, geographic coverage, cost-effectiveness and customer
service. 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 Leader, Inc., as well as vendors' own customer registration
software. In its other product groups, 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 NFO Research, Inc., Market
Facts, Inc., Information Resources, Inc. and The NPD Group, Inc.); (iii)
analyst-based, general business consulting, and (iv) database marketing (such as
Axciom Corporation and Metromail Corporation). Most 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. Such competition could adversely affect
14
<PAGE>
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. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Risk Factors--Competition."
INTELLECTUAL PROPERTY AND OTHER PROPRIETARY RIGHTS
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 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 materially adverse license arrangements or result in
protracted and costly litigation, regardless of the merits of such claims.
EMPLOYEES
As of December 31, 1997, IntelliQuest employed a total of 277 persons on a
full-time basis, consisting of 193 research and other technical, 35 sales and
marketing and 49 operations staff. The Company also employed part-time
individuals in its field operations, representing approximately 121 full-time
equivalent employees. None of the Company's employees is represented by a
collective bargaining agreement. The Company considers its relationship with its
employees to be good.
ITEM 2. PROPERTIES
The Company's headquarters are located in approximately 38,100 square feet
of office space in Austin, Texas. These facilities accommodate corporate
administration, research and analysis, marketing, sales and customer support.
The lease on this facility expires in 2002. The Company also leases additional
office space in Austin and College Station, Texas; Atlanta, Georgia; Redwood
City and Costa Mesa, California; Whitehouse, New Jersey; New York, New York;
Stanford, Connecticut; Naperville, Illinois and London, England to support its
research and analysis. The Company believes that its existing facilities are
adequate for its current needs and that additional facilities can be leased to
meet future needs.
ITEM 3. LEGAL PROCEEDINGS
The Company is not a party to any material litigation and is not aware of
any pending or threatened litigation that could have a material adverse effect
upon the Company's business, operating results or financial condition.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Registrant did not submit any matters to a vote of its security holders
during the fourth quarter of the fiscal year covered by this report.
15
<PAGE>
EXECUTIVE OFFICERS OF THE REGISTRANT
The executive officers of the Company are as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION
- ------------------------------------ --- -----------------------------------------------------------
<S> <C> <C>
Peter Zandan........................ 45 Chairman
Brian Sharples...................... 37 President, Chief Executive Officer and Director
Susan M. Georgen-Saad............... 40 Chief Financial Officer
Ed Frazier.......................... 51 Chief Operating Officer
Charles W. Stryker.................. 50 Senior Vice President of Zona/Consulting and Marketing
Information Solutions
Marianne Grogan..................... 45 Senior Vice President of Syndicated Marketing Research
</TABLE>
PETER ZANDAN founded the Company and has been Chairman and Chief Executive
Officer from 1985 to 1997, turning over the Chief Executive Officer position to
Brian Sharples in 1997. Prior to founding IntelliQuest, he was an industry
consultant and lectured at the University of Texas at Austin from 1985 to 1986.
BRIAN SHARPLES joined IntelliQuest as Senior Vice President in 1990, was
named President in 1991, director in 1992, and Chief Executive Officer in 1997.
Prior to joining IntelliQuest, he was a consultant in the high technology
practice of Bain & Company, Inc. and Chief Executive Officer of Practical
Productions, Inc., an event-based automotive distribution business.
SUSAN M. GEORGEN-SAAD joined IntelliQuest in 1997 as its Chief Financial
Officer. From 1996 to 1997, Ms. Georgen-Saad was Chief Financial Officer for
Clinicor, Inc., a publicly traded company providing clinical research services
to the pharmaceutical, biotechnology and medical device industries. From 1994 to
1996, Ms. Georgen-Saad served as Senior Vice President, Finance for the Texas
Workers' Compensation Insurance Fund, a competitive insurance company. From 1991
to 1994, she maintained a professional practice as a financial services
consultant.
ED FRAZIER joined IntelliQuest in 1998 as its Chief Operating Officer. From
1995 to 1997, Mr. Frazier was Senior Vice President and Chief Information
Officer for Neodata, a company that services the direct marketing industry by
providing subscription fulfillment, database marketing, product distribution and
telephone customer services. From 1989 to 1995, he was employed by TRW
Information Systems and Services as Director of Operations and Technical
Services.
CHARLES W. STRYKER joined IntelliQuest in 1998 as Senior Vice-President
Zona/Consulting and Marketing Information Solutions and served as a Director
from October 1997 to March 1998. From 1991 to 1997 he was founder and President
of MkIS User Forum and Information Technology Forum, companies providing
marketing information, consulting and service products to executive and
technology companies.
16
<PAGE>
MARIANNE GROGAN joined IntelliQuest in 1992, heading the Media Research
division and company's Marketing Department before being placed in charge of the
Syndicated Products Division as Senior Vice-President. From 1982 to 1992, Ms.
Grogan was president of Leading National Advertisers ("LNA"), the largest
provider of consumer magazine advertising expenditure information to publishers,
agencies and advertisers. In 1992, Ms. Grogan was named executive vice president
of Competitive Media Reporting, a joint venture between LNA and BAR.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
The Company's Common Stock trades on the Nasdaq National Market under the
symbol IQST. The following table sets forth, for the fiscal year periods
indicated, the high and low sale prices of the Common Stock as reported by
NASDAQ.
<TABLE>
<CAPTION>
1997 HIGH LOW
- ------------------------------------------------------------------------ --------- ---------
<S> <C> <C>
First Quarter........................................................... $ 26.500 $ 14.000
Second Quarter.......................................................... $ 22.750 $ 12.000
Third Quarter........................................................... $ 24.750 $ 17.000
Fourth Quarter.......................................................... $ 21.750 $ 12.625
</TABLE>
On February 28, 1998, there were approximately 49 holders of record of the
Company's Common Stock. The approximate number of beneficial shareholders was
1,500 on February 28, 1998.
The Company has not paid any cash dividends on its Common Stock and
currently intends to retain any future earnings for use in its business.
Accordingly, the Company does not anticipate that any cash dividends will be
declared or paid on the Common Stock in the foreseeable future.
17
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA
The following selected consolidated financial data should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations," the consolidated financial statements, the notes
thereto and other financial information included elsewhere in this Form 10-K.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------------------------------
1993 1994 1995 1996 1997
--------- --------- ------------ --------- ---------
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
CONSOLIDATED STATEMENT OF OPERATIONS DATA:
Revenues:
Continuous services.................................... $ 4,756 $ 10,921 $ 16,782 $ 23,719 $ 31,778
Other services......................................... 2,039 3,647 2,930 4,648 4,765
--------- --------- ------------ --------- ---------
Total revenues........................................... 6,795 14,568 19,712 28,367 36,543
Operating expenses:
Cost of revenues....................................... 3,583 8,635 10,253 13,949 19,703
Sales, general and administrative...................... 3,069 4,404 6,031 7,738 12,214
Product development.................................... 880 1,545 1,979 3,644 2,796
Depreciation and amortization.......................... 161 275 328 701 1,032
--------- --------- ------------ --------- ---------
Total operating expenses................................. 7,693 14,859 18,591 26,032 35,745
--------- --------- ------------ --------- ---------
Operating income (loss).................................. (898) (291) 1,121 2,335 798
--------- --------- ------------ --------- ---------
Interest income and other................................ 12 12 49 875 1,955
Interest expense......................................... (32) (25) (31) (17) (9)
--------- --------- ------------ --------- ---------
Income (loss) before income taxes........................ (918) (304) 1,139 3,193 2,744
Provision (benefit) for income taxes (1)................. (1) 2 593 984 583
--------- --------- ------------ --------- ---------
Net income (loss)........................................ $ (917) $ (306) $ 546 $ 2,209 $ 2,161
--------- --------- ------------ --------- ---------
--------- --------- ------------ --------- ---------
Basic net income (loss) per share........................ $ (0.30) $ (0.16) $ 0.08 $ 0.32 $ 0.26
Diluted net income (loss) per share...................... $ (0.30) $ (0.16) $ 0.07 $ 0.30 $ 0.25
Basic weighted average shares............................ 3,550 3,550 3,550 6,667 8,372
Diluted weighted average shares.......................... 3,550 3,550 3,972(2) 7,317 8,519
<CAPTION>
DECEMBER 31,
--------------------------------------------------------
1993 1994 1995 1996 1997
--------- --------- ------------ --------- ---------
<S> <C> <C> <C> <C> <C>
CONSOLIDATED BALANCE SHEET DATA:
Working capital.......................................... $ 893 $ 1,167 $ 1,956 $ 54,817 $ 46,636
Total assets............................................. 5,840 6,074 8,107 64,282 67,407
Common stockholders' equity (deficit).................... (2,445) (1,892) (974) 57,202 59,870
</TABLE>
- ------------------------
(1) The Company changed from S Corporation to C Corporation status for tax
purposes effective May 1993. Income taxes for 1993 are calculated on
earnings from the effective date of the change to a C Corporation to the end
of that year.
(2) The effect of the assumed conversion of the Company's redeemable convertible
preferred stock is anti-dilutive, and, therefore, has not been included.
18
<PAGE>
ITEM 7. 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 A RESULT OF CERTAIN FACTORS, INCLUDING, BUT NOT
LIMITED TO RISKS ASSOCIATED WITH DATABASE MARKETING INFORMATION SERVICES,
RELIANCE ON KEY CUSTOMERS/TECHNOLOGY INDUSTRY CONSOLIDATION; DEPENDENCE ON
SUBSCRIPTION AND CONTRACT RENEWALS; FLUCTUATIONS IN OPERATING
RESULTS/SEASONALITY; MANAGEMENT OF GROWTH/POSSIBLE ACQUISITIONS; COMPETITION;
DEPENDENCE ON KEY PERSONNEL; EXPANSION OF DIRECT SALES FORCE; RAPID
TECHNOLOGICAL CHANGE AND NEW PRODUCT INTRODUCTION; DATA COLLECTION RISKS; RISKS
RELATED TO CIMS; HISTORY OF NET LOSSES/UNCERTAIN PROFITABILITY; LIMITED
PROTECTION OF PROPRIETARY SYSTEMS, SOFTWARE AND PROCEDURES; AND RISKS ASSOCIATED
WITH INTERNATIONAL OPERATIONS, AS FURTHER DISCUSSED UNDER "RISK FACTORS" AND
ELSEWHERE IN THIS FORM 10-K.
OVERVIEW
IntelliQuest is a leading provider of information, technologies, and
analysis services that are designed to improve the marketing performance of
technology companies. IntelliQuest supplies customers with 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 uses its proprietary databases, software and subscription-based
strategic consulting services to help technology companies track product
performance and customer satisfaction, measure advertising effectiveness, assess
brand strength and competitive position, determine price sensitivity, and
evaluate new products, markets or other business opportunities. The Company also
licenses custom proprietary software applications and associated services to
technology manufacturers for customer registration. In 1997, approximately 87%
of the Company's revenues were derived from continuous services and 13% from
non-recurring services, primarily proprietary project research. See
"Business--Products and Services."
In May 1996, the Company merged with Pipeline Communications, Inc.
("Pipeline"), a leading provider of electronic customer registration services.
The transaction was accounted for as a pooling of interests; as such, the
Company's results of operations for all periods and financial condition for all
dates disclosed herein have been restated to include those of Pipeline. In
February 1997, the Company merged with Zona Research, Inc. ("Zona Research"), 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 and financial condition for all data disclosed herein
include those of Zona Research, and all periods presented have been restated.
Due primarily to the Company's strategic decision to substantially increase its
emphasis on worldwide renewable products and services, the Company's total
revenues increased from $19.7 million in 1995 to $36.5 million in 1997.
The Company's continuous services are composed of renewable
subscription-based products as well as renewable proprietary products and
recurring conferences. The Company's renewable subscription-based product
revenues are derived substantially from four product families: IntelliTrack IQ,
World Wide Internet Tracking Study ("WWITS"), the Computer Industry Media Study
("CIMS"), and Zona Advisory Services. Payments for IntelliTrack IQ, WWITS and
Zona Advisory Services contracts are generally made in advance of the
subscription period or on a quarterly basis, and revenues are recognized pro
rata over the period of the contract. CIMS subscribers generally pay 50% in
advance and 50% upon delivery of the final study. Substantially all CIMS
revenues and related costs are recognized upon delivery of the final study,
which typically occurs in the third quarter. The Company's renewable proprietary
product revenues
19
<PAGE>
typically consist of revenues from proprietary recurring tracking studies and
customer information products. Revenues from the customer information products
are derived from a variety of sources, including proprietary customer
registration products and proprietary customer satisfaction products. Renewable
customer information revenues include data medium sales, processing fees and
reporting fees. These renewable proprietary products are furnished pursuant to
contracts that are generally renewable annually and provide various payment
terms including 50% in advance and 50% upon delivery, periodic units
shipped/processed, percentage of completion and advance deposits. Revenues for
renewable proprietary products are recognized on a percentage of completion and
actual units shipped/processed basis. The Company hosts various conferences
annually which provide a forum for presentation and discussion of technology
issues. Revenue for conferences is recognized in the period which the conference
takes place. Attendee and sponsorship fees are typically paid in advance.
During 1997 the Company changed the classification of continuous services to
include recurring conferences. This classification has been made for all periods
presented.
The Company's other services are composed of non-recurring proprietary
research and non-recurring conferences. Most proprietary projects are billed 50%
in advance and 50% upon delivery. Revenue is recognized on a percentage of
completion basis.
The Company's exposure to foreign currency rate fluctuations has been
relatively low. First, the Company generally requires payment from its customers
in U.S. dollars. Second, the Company controls vendor related foreign currency
risk both through contractual clauses requiring clients to reimburse the Company
for any material losses on contracts caused by exchange rate fluctuations and by
locking in forward currency contracts. The Company's objective in managing the
exposure to foreign currency fluctuations is to reduce earnings and cash flow
volatility associated with foreign exchange rate changes. Accordingly, the
Company utilizes foreign currency option contracts and forward contracts to
hedge a portion of its exposure on anticipated transactions and firm commitment
transactions. The currency hedged is the British pound. The Company monitors its
foreign exchange exposures to ensure the overall effectiveness of its foreign
currency hedge positions. However, there can be no assurance the Company's
foreign currency hedging activities will substantially reduce the impact of
fluctuations in currency exchange rates on its results of operations and
financial position. As of December 31, 1997, the Company had entered into open
forward contracts for U.S. dollar / British pound sterling transactions with a
notional value of approximately $858,000.
20
<PAGE>
RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, consolidated
statement of operations data expressed as a percentage of total revenues and the
percentage change in such items versus the prior comparable period:
<TABLE>
<CAPTION>
PERCENT INCREASE
(DECREASE)
PERCENT OF TOTAL REVENUE FISCAL YEAR --------------------------
ENDED DECEMBER 31, FISCAL 1996 FISCAL 1997
------------------------------------- OVER FISCAL OVER FISCAL
1995 1996 1997 1995 1996
----------- ----------- ----------- ----------- -------------
<S> <C> <C> <C> <C> <C>
Revenues:
Continuous services................................... 85.1% 83.6% 87.0% 41.3% 34.0%
Other services........................................ 14.9 16.4 13.0 58.6 2.5
----- ----- -----
Total revenues........................................ 100.0 100.0 100.0 43.9 28.8
Operating expenses:
Cost of revenues.................................... 52.0 49.2 53.9 36.0 41.3
Sales, general and administrative................... 30.6 27.3 33.4 28.3 57.8
Product development................................. 10.0 12.8 7.7 84.1 (23.3)
Depreciation and amortization....................... 1.7 2.5 2.8 113.7 47.2
----- ----- -----
Total operating expenses................................ 94.3 91.8 97.8 40.0 37.3
----- ----- -----
Operating income........................................ 5.7 8.2 2.2 108.3 (65.8)
----- ----- -----
Interest income and other............................. 0.2 3.2 5.3 1683.7 123.4
Interest expense...................................... (0.2) (0.1) 0.0 (45.2) (47.1)
----- ----- -----
Income before income taxes.............................. 5.7 11.3 7.5 180.3 (14.1)
----- ----- -----
Provision for income taxes.............................. 3.0 3.5 1.6 65.9 (40.8)
----- ----- -----
Net income.............................................. 2.7% 7.8% 5.9% 304.6 (2.2)
----- ----- -----
----- ----- -----
</TABLE>
YEARS ENDED DECEMBER 31, 1997 AND DECEMBER 31, 1996
TOTAL REVENUES. Total revenues increased 28.8% in 1997 to $36.5 million
from $28.4 million in 1996. Revenues from continuous services increased 34.0% to
$31.8 million in 1997 from $23.7 million in 1996 due primarily to the execution
and new sales of customer information products as well as increased demand for
proprietary tracking products, the increased number of subscribers for the four
subscription-based product families and sales under database licensing
agreements executed in December 1997. Other revenues increased 2.5% to $4.8
million in 1997 from $4.6 million in 1996, due primarily to growth of the
Company's non-recurring proprietary projects and technology panel research.
Revenues attributable to international market research increased 32.4% to $10.4
million in 1997 from $7.9 million in 1996.
COST OF REVENUES. Cost of revenues increased 41.3% to $19.7 million in 1997
from $13.9 million in 1996. Cost of revenues increased as a percentage of
revenues to 53.9% in 1997 from 49.2% in 1996. The increase in cost of revenues
as a percentage of revenues reflects an increase in the unit cost for
proprietary research projects, an increase in overall fixed costs associated
with syndicated products, and a higher ratio of custom panel work and disk sale
revenue each with lower gross margins.
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 57.8% to $12.2 million (33.4% of total revenues) during 1997
from $7.7 million (27.3% of total revenues) during 1996. The increase was a
result of costs to build infrastructure throughout 1997. During 1997, the
Company strengthened its management team with the addition of several highly
seasoned
21
<PAGE>
executives. The Company also committed significant resources in the
reorganization of its sales and marketing infrastructure. This resulted in an
increase in recruiting fees, relocation fees and severance payments. The Company
anticipates that during the first half of 1998, sales, general and
administrative expenses will continue to exceed historical trends due to
continued emphasis on building infrastructure. Merger costs for 1997 were
$140,000 or 0.4% of revenue.
PRODUCT DEVELOPMENT EXPENSES. Product development expenses are composed of
resources, primarily labor and data collection charges, dedicated to the
development of new products and proprietary processes. Product development
expenses decreased to $2.8 million during 1997 from $3.6 million during 1996, a
23.3% decrease. Product development costs decreased as a percent of revenue to
7.7% in 1997 from 12.8% in 1996 attributable to the fact that expenses in 1996
were unusually high due to three large product efforts. Due to the fact that the
Company competes in a market characterized by rapid and continual technological
change, it anticipates adding new products and services which address the
increasingly sophisticated, rapidly changing and demanding needs of its
customers and their evolving market strategies. As a result of the uncertainty
of these market demands, future product development expenses may fluctuate.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization increased
47.2% to $1.0 million in 1997 from $701,000 in 1996. This increase was due to a
high level of property and equipment purchases in 1997 as a result of a
significant increase in number of employees and capital equipment acquisitions
during mid-year 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. The Company's provision for income taxes represents 21.2% and
30.8% of income before income taxes for 1997 and 1996, respectively. The 1996
and 1997 rates are below the Company's combined federal and state income tax
rates principally due to tax-free investment income.
YEARS ENDED DECEMBER 31, 1996 AND DECEMBER 31, 1995
TOTAL REVENUES. Total revenues increased 43.9% in 1996 to $28.4 million
from $19.7 million in 1995. Revenues from continuous services increased 41.3% to
$23.7 million in 1996 from $16.8 million in 1995 due primarily to the execution
and new sales of customer information products as well as increased demand for
proprietary tracking products and the increased number of subscribers for the
four subscription-based product families. Other revenues increased 58.6% to $4.6
million in 1996 from $2.9 million in 1995 due primarily to growth of the
Company's Technology Panel research. Revenues attributable to international
market research increased 61.7% to $7.9 million in 1996 from $4.9 million in
1995.
COST OF REVENUES. Cost of revenues increased 36.0% to $13.9 million in 1996
from $10.3 million in 1995. Cost of revenues decreased as a percentage of
revenues to 49.2% in 1996 from 52.0% in 1995. The decrease in cost of revenues
as a percentage of revenues reflects the Company's efforts to leverage its fixed
labor costs through its investments in new products and proprietary processes.
The Company's development and expansion of subscription-based products allow the
Company to sell substantially similar products to a greater number of clients,
thus increasing revenues without similarly increasing cost of revenues.
Furthermore, the Company's improvements in its proprietary processes (including
more consistently applied research methodologies and faster and more accurate
data processing) reduce the costs of research and data processing.
SALES, GENERAL AND ADMINISTRATIVE EXPENSES. Sales, general and
administrative expenses increased 28.3% to $7.7 million (27.3% of total
revenues) during 1996 from $6.0 million (30.6% of total revenues) during 1995.
The increase was a result of several items including additional expenses
associated with becoming a public company and the merger with Pipeline, as well
as expansion of the Company's sales and marketing departments and its United
Kingdom facilities. Merger costs for 1996 were $231,000. The
22
<PAGE>
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 increased to
$3.6 million during 1996 from $2.0 million during 1995, an 84.1% increase. The
increase was due to the Company's increased development efforts on Internet
related products.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization increased
113.7% from $328,000 during 1995 to $701,000 during 1996. This increase was due
to a high level of capital equipment acquisitions 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. The Company's provision for income taxes represents 52.1% and
30.8% of income before income taxes for 1995 and 1996, respectively. The 1996
rate is below the Company's combined federal and state income tax rates due to a
combination of two factors. The net proceeds from the Company's initial and
follow-on public offerings in 1996 have typically been invested in tax-free
instruments and the Company had not recorded any income tax benefit prior to
1996 resulting from operating losses generated by Pipeline.
SELECTED QUARTERLY OPERATING RESULTS
The following tables set forth unaudited consolidated statement of
operations data for each of the eight quarters in the period beginning March 31,
1996 and ending December 31, 1997, as well as the percentage of the Company's
total revenues represented by each item. In management's opinion, this unaudited
information has been prepared on the same basis as the annual consolidated
financial statements and includes all adjustments (consisting only of normal
recurring adjustments) necessary for a fair presentation of the information for
the quarters presented, when read in conjunction with the consolidated financial
statements and notes thereto included elsewhere in this Form 10-K. The operating
results for any quarter are not necessarily indicative of results for any future
period.
<TABLE>
<CAPTION>
QUARTER ENDED
---------------------------------------------------------------------------------------------------------
JUNE 30, SEPTEMBER 30, DECEMBER 31, MARCH 31, JUNE 30, SEPTEMBER 30,
MARCH 31, 1996 1996 1996 1996 1997 1997 1997
-------------- ----------- --------------- --------------- ------------ ----------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
CONSOLIDATED STATEMENT OF
OPERATIONS DATA:
Total revenues........... $ 4,414 $ 5,283 $ 9,544 $ 9,126 $ 7,484 $ 7,517 $ 12,527
Gross margin............. 2,536 3,084 4,321 4,477 3,527 3,467 5,316
Net income (loss)........ $ 157 $ 204 $ 932 $ 916 $ 583 $ 814 $ 1,382
------ ----------- ------ ------ ------ ----------- -------
------ ----------- ------ ------ ------ ----------- -------
Net income (loss) per
share:
Basic.................. $ 0.02 $ 0.03 $ 0.13 $ 0.11 $ 0.07 $ 0.10 $ 0.16
Diluted................ $ 0.02 $ 0.03 $ 0.12 $ 0.11 $ 0.07 $ 0.09 $ 0.16
Weighted average shares:
Basic.................. 3,962 7,246 7,307 8,153 8,338 8,348 8,390
Diluted................ 4,358(1) 7,490 7,478 8,324 8,475 8,560 8,587
<CAPTION>
AS A PERCENTAGE OF TOTAL REVENUES
---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Total revenues........... 100.0 100.0 100.0 100.0 100.0 100.0 100.0
Gross margins............ 57.5 58.4 45.3 49.0 47.1 46.1 42.4
Net income (loss)........ 3.6% 3.9% 9.8% 10.0% 7.8% 10.8% 11.0%
------ ----------- ------ ------ ------ ----------- -------
------ ----------- ------ ------ ------ ----------- -------
<CAPTION>
DECEMBER 31,
1997
---------------
<S> <C>
CONSOLIDATED STATEMENT OF
OPERATIONS DATA:
Total revenues........... $ 9,015
Gross margin............. 4,530
Net income (loss)........ $ (618)
------
------
Net income (loss) per
share:
Basic.................. $ (0.07)
Diluted................ $ (0.07)
Weighted average shares:
Basic.................. 8,410
Diluted................ 8,410
<S> <C>
Total revenues........... 100.0
Gross margins............ 50.2
Net income (loss)........ (6.9)%
------
------
</TABLE>
- ------------------------------
(1) The assumed conversion of the Company's redeemable convertible preferred
stock is anti-dilutive and, therefore, has not been included.
23
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
As of December 31, 1997, the Company had cash of $1.8 million and short term
investments of $40.8 million and working capital of $46.6 million.
During the twelve months ended December 31, 1997, the Company generated $2.7
million of cash from operations as compared to $428,000 during the prior year.
The change is primarily due to an increase in the receivable balances from 1995
to 1996 in relation to sales causing a greater use of cash from operations in
1996 as compared to fiscal years ending December 31, 1997 and 1995.
The Company generated $428,000 of cash from operations for the year ended
December 31, 1996 as compared to $569,000 of cash from operations for the prior
year. The decrease in cash flow from operations was due to a combination of
offsetting factors. Although the Company's increased earnings provided an
increase in cash flow, an increase in its accounts receivable, which resulted
from typical billing activity as discussed below, caused an offsetting decrease
in cash flow.
Pursuant to the 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 December
31, 1997 and 1996, the Company had $2.4 million and $2.8 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 December
31, 1997 and 1996, the Company had $2.8 million and $2.7 million 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 years ended December 31, 1997 and 1996, net cash used in investing
activities was $2.0 million and $52.9 million, respectively. During 1996 the
Company invested net proceeds from its initial and follow-on public offerings.
There were no public offerings in 1997 to generate cash for investment activity.
In 1997 cash was used to purchase an exclusive licensing agreement to market and
sell customer information products and to acquire property and equipment for an
increase in headcount.
For the years ended December 31, 1996 and 1995, net cash used in investing
activities was $52.9 million and $787,000, respectively. This increase in cash
used was primarily due to the Company's investment of the net proceeds from its
initial and follow-on public offerings that closed in March and October 1996,
respectively, in short term investments. The increase also resulted from the
relatively high level of equipment, furniture and leasehold improvement
expenditures 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 periodically considers acquisitions of companies that provide
products or services not offered by the Company, have strategic customer
relationships, are located in attractive geographic locations or have
proprietary technologies. The Company may undertake such acquisitions during
1998. At present, however, it has no commitments or agreements with respect to
any such acquisition other than its acquisition of certain assets of Information
Technology Forum, Inc. in January 1998.
Financing activities provided cash of $306,000 during 1997 and $51.5 million
during 1996. During 1996 the Company generated net proceeds from its initial and
follow-on public offerings. There were no public offerings in 1997 to generate
cash.
Financing activities provided cash of $51.5 million during fiscal 1996 and
$558,000 during fiscal 1995. The increased cash flow was generated by net
proceeds from the Company's initial and follow-on public offerings that closed
in March and October 1996, respectively.
During 1997 and 1996 the Company maintained a $3 million revolving bank line
of credit to fund cash requirements from time to time. Borrowings under such
line of credit bore interest at a rate per annum equal to the prime rate and
were subject to compliance by the Company with certain financial covenants.
24
<PAGE>
The line of credit matured on November 21, 1997 and was not renewed due to quick
access to investment balances. At December 31, 1997 the Company held $40.8
million in short-term investments, primarily tax-free municipal notes and bonds.
The Company believes that the cash flows from operations, together with
existing cash balances and short term investments, 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 are not sufficient to
satisfy its financing needs, the Company may seek additional funding through
bank lines of credit and 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.
YEAR 2000
The Company has conducted a review of its computer systems to identify those
areas that could be affected by the "Year 2000" issue and is developing an
implementation plan to resolve the issue. The Company presently believes, with
modification to existing software and converting to new software, the Year 2000
problem will not pose significant operational problems and is not anticipated to
be material to its financial position or results of operations in any given
year.
STOCK REPURCHASE PROGRAM
In January 1998, the Board of Directors approved the repurchase of 850,000
shares of the Company's common stock. As of the date of this filing there have
been no repurchases under the plan.
RISK FACTORS
RISKS ASSOCIATED WITH DATABASE MARKETING INFORMATION SERVICES. The Company
hopes to achieve a significant portion of its future revenue growth through the
expansion of its customer registration business and the development of database
marketing products associated with the registration business. The Company has
minimal experience in the database marketing industry and there can be no
assurance that the Company will be successful in developing and marketing its
new line of database marketing products. The Company also intends to rely in
large part on strategic alliances and the acquisition of related technologies in
order to expand its offerings under the MKIS product lines. The Company's
management has limited experience dealing with the issues of product, systems,
personnel and business strategy integration posed by such alliances and
acquisitions, and no assurance can be given that such alliances and acquisitions
will be managed without a material adverse effect on the business of the
Company. The Company intends to process its database marketing solutions through
an arrangement with First Data Solutions ("First Data"), with whom the Company
has a perpetual, but cancelable, contract to provide such services. The Company
currently has no other means of providing alternative methods of processing in
the event of a natural catastrophe, cancellation of the contract, or other
unforeseeable event. In addition, a significant amount of projected database
marketing revenues is attributable to a licensing agreement with First Data,
which is cancelable by either party under certain conditions. See "Business--
Growth Strategy."
RELIANCE ON KEY CUSTOMERS; TECHNOLOGY INDUSTRY CONSOLIDATION. The Company
has relied on a limited number of key customers for the majority of its
revenues. The Company's 10 largest customers in 1995, 1996 and 1997 generated
54.4%, 58.8% and 55.1%, respectively, of the Company's revenues in each of those
periods. In 1997, the Company's two largest customers, IBM and Hewlett-Packard,
each accounted for over 10% of the Company's revenues and together accounted for
27.7% of revenues. The Company expects that two customers will each account for
over 10% of revenues in 1998 as well. 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
25
<PAGE>
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. See "Business--Customers" and "Business--Sales and Marketing."
DEPENDENCE ON SUBSCRIPTION AND CONTRACT RENEWALS. In 1997, 87.0% 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. To the extent that 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. See "Business--Sales and Marketing."
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 1998. 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 information 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 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
26
<PAGE>
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.
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 information 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 merged with Zona
Research, Inc. ("Zona Research") in February 1997 and acquired certain assets of
Information Technology Forum, Inc. ("ITF") in January 1998. 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 Pipeline and Zona Research
mergers, the ITF acquisition, or any possible future acquisitions will be
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. See "Business--Growth Strategy."
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 information software, such as Leader, Inc., as well as vendors' own
customer information 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 NFO Research, Inc., Market
Facts, Inc., Information Resources, Inc. and The NPD Group, Inc.); (iii)
analyst-based, general business consulting and (iv) database marketing (such as
Axciom Corporation and Metromail Corporation). Most 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. See "Business-- Competition."
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
27
<PAGE>
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.
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. During the second half of 1997 the
Company began to develop a formal sales management structure and has increased
the sales force in 1997 from 9 to 26 individuals. As the Company develops new
products and services targeted at more complex, integrated marketing solutions,
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 and more sophisticated
direct sales force. There can be no assurance that the Company will be able to
develop or manage such a sales force. See "Business--Sales and Marketing."
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 information 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. See
"Business--Products and Services" and "Business--Product Development and
Technology."
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
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
28
<PAGE>
the Company's ability to market and sell its market research products and on its
results of operations. See "Business--Products and Services."
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.
HISTORY OF NET LOSSES; UNCERTAIN PROFITABILITY. The Company incurred net
losses in each year from 1991 through 1994 before recording a net profit in each
of 1995 and 1996 and 1997. In view of the Company's prior operating history,
there can be no assurance that the Company will be able to maintain
profitability on a quarterly or annual basis or that it will be able to sustain
or increase its revenue growth in future periods.
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 materially adverse license arrangements or result in
protracted and costly litigation, regardless of the merits of such claims. See
"Business--Intellectual Property and Other Proprietary Rights."
RISKS ASSOCIATED WITH INTERNATIONAL OPERATIONS. Revenues attributable to
international market research represented 24.7%, 27.8% and 28.6%, respectively,
of the Company's revenues for 1995, 1996 and 1997. 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-
29
<PAGE>
quality data that is consistent across international markets would have a
material adverse effect on the Company's results of operations.
VOLATILITY OF STOCK PRICE. The trading price of the Company's Common Stock
has been volatile and is likely to continue to be subject to wide fluctuations
in response to a variety of factors, including quarterly variations in operating
results, the signing of new contracts, new customers, consolidations in the
industry, technological innovations or new products by the Company or its
competitors, developments in patents or other intellectual property rights,
general conditions in the technology-focused market research industry, revised
earnings estimates, comments or recommendations issued by analysts who follow
the Company, its competitors or the technology-focused, market research industry
and general economic and market conditions. In addition, it is possible that in
some future period the Company's operating results may be below the expectations
of public market analysts and investors. In such event, the price of the
Company's Common Stock could be materially adversely affected. Additionally, the
stock market in general has experienced extreme price volatility in recent
years. Volatility in price and volume has had a substantial effect on the market
prices of many companies for reasons unrelated or disproportionate to the
operating performance of such companies. These broad market fluctuations could
have a significant impact on the market price of the Company's Common Stock.
30
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INTELLIQUEST INFORMATION GROUP, INC.
INDEX TO CONSOLDIATED FINANCIAL STATEMENTS
<TABLE>
<S> <C>
Report of Independent Accountants..................................................... 32
Consolidated Balance Sheet............................................................ 33
Consolidated Statement of Operations.................................................. 34
Consolidated Statement of Common Stockholders' Equity (Deficit)....................... 35
Consolidated Statement of Cash Flows.................................................. 36
Notes to Consolidated Financial Statements............................................ 37
</TABLE>
31
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholders
of IntelliQuest Information Group, Inc.
In our opinion, the accompanying consolidated balance sheet and the related
consolidated statements of operations, of common stockholders' equity and of
cash flows present fairly, in all material respects, the financial position of
IntelliQuest Information Group, Inc. and its subsidiaries at December 31, 1997
and 1996 and the results of their operations and their cash flows for each of
the three years in the period ended December 31, 1997, in conformity with
generally accepted accounting principles. These financial statements are the
responsibility of the Company's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
PRICE WATERHOUSE LLP
Austin, Texas
February 10, 1998
32
<PAGE>
INTELLIQUEST INFORMATION GROUP, INC.
CONSOLIDATED BALANCE SHEET
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1996 1997
--------- ---------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents................................................................. $ 734 $ 1,785
Short term investments.................................................................... 51,152 40,752
Accounts receivable, net of allowances for doubtful accounts of $341 and $375,
respectively............................................................................ 6,636 7,904
Unbilled revenues......................................................................... 2,651 2,840
Projects in process....................................................................... 98 127
Prepaid expenses and other assets......................................................... 324 593
--------- ---------
Total current assets.................................................................... 61,595 54,001
Property and equipment, net................................................................. 2,396 4,436
License agreement........................................................................... -- 7,500
Other assets................................................................................ 291 1,470
--------- ---------
Total assets............................................................................ $ 64,282 $ 67,407
--------- ---------
--------- ---------
LIABILITIES AND COMMON STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable.......................................................................... $ 1,930 $ 2,474
Accrued liabilities....................................................................... 1,795 1,918
Deferred revenues......................................................................... 2,800 2,420
Other current liabilities................................................................. 253 553
--------- ---------
Total current liabilities............................................................... 6,778 7,365
Deferred rent and other..................................................................... 302 172
--------- ---------
Total liabilities....................................................................... 7,080 7,537
Commitments and contingencies (Note 9)
Common stockholders' equity:
Common stock, $.0001 par value, 30,000,000 shares authorized, 8,332,000 and 8,411,000
shares issued and outstanding, respectively............................................. 1 1
Capital in excess of par value............................................................ 58,362 58,834
Deferred compensation..................................................................... (47) (33)
Other..................................................................................... 25 46
Accumulated earnings (deficit)............................................................ (1,139) 1,022
--------- ---------
Total common stockholders' equity....................................................... 57,202 59,870
--------- ---------
Total liabilities and common stockholders' equity....................................... $ 64,282 $ 67,407
--------- ---------
--------- ---------
</TABLE>
The accompanying notes are an integral part
of these consolidated financial statements.
33
<PAGE>
INTELLIQUEST INFORMATION GROUP, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31,
----------------------------------
1995 1996 1997
---------- ---------- ----------
<S> <C> <C> <C>
Revenues:
Continuous services...................................................... $ 16,782 $ 23,719 $ 31,778
Other services........................................................... 2,930 4,648 4,765
---------- ---------- ----------
Total revenues......................................................... 19,712 28,367 36,543
Operating expenses:
Cost of revenues......................................................... 10,253 13,949 19,703
Sales, general and administrative........................................ 6,031 7,738 12,214
Product development...................................................... 1,979 3,644 2,796
Depreciation and amortization............................................ 328 701 1,032
---------- ---------- ----------
Total operating expenses............................................... 18,591 26,032 35,745
---------- ---------- ----------
Operating income........................................................... 1,121 2,335 798
---------- ---------- ----------
Other income (expense):
Interest income and other................................................ 49 875 1,955
Interest expense......................................................... (31) (17) (9)
---------- ---------- ----------
Income before income taxes............................................... 1,139 3,193 2,744
Provision for income taxes................................................. 593 984 583
---------- ---------- ----------
Net income................................................................. $ 546 $ 2,209 $ 2,161
---------- ---------- ----------
---------- ---------- ----------
Basic net income per share................................................. $ .08 $ .32 $ .26
---------- ---------- ----------
---------- ---------- ----------
Diluted net income per share............................................... $ .07 $ .30 $ .25
---------- ---------- ----------
---------- ---------- ----------
Basic weighted average number of common and common equivalent shares
outstanding.............................................................. 3,550,000 6,667,000 8,372,000
---------- ---------- ----------
---------- ---------- ----------
Diluted weighted average number of common and common equivalent shares
outstanding.............................................................. 3,972,000 7,317,000 8,519,000
---------- ---------- ----------
---------- ---------- ----------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
34
<PAGE>
INTELLIQUEST INFORMATION GROUP, INC.
CONSOLIDATED STATEMENT OF COMMON STOCKHOLDERS' EQUITY (DEFICIT)
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
COMMON STOCK TOTAL
--------------------- CAPITAL IN ACCUMULATED STOCKHOLDERS'
PAR EXCESS OF EARNINGS EQUITY
SHARES VALUE PAR VALUE OTHER (DEFICIT) (DEFICIT)
---------- --------- ----------- --------- ------------ ---------------
<S> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1994............... 3,447,000 $ 1 $ 2,508 $ (850) $ (3,552) $ (1,893)
Issuances of common stock................ 48,000 -- 547 -- -- 547
Deferred stock option compensation....... -- -- -- 98 -- 98
Cancellation of stock option
compensation............................ -- -- (752) 752 -- --
Other.................................... -- -- 68 (61) -- 7
Accretion of preferred stock to
redemption value........................ -- -- -- -- (279) (279)
Net income............................... -- -- -- -- 546 546
---------- --------- ----------- --------- ------------ -------
Balance, December 31, 1995............... 3,495,000 1 2,371 (61) (3,285) (974)
Accretion of preferred stock to
redemption value........................ -- -- -- -- (63) (63)
Conversion of redeemable convertible
preferred stock and warrants upon
initial public offering................. 2,118,000 -- 5,020 -- -- 5,020
Common stock issued upon initial public
offering, net........................... 1,635,000 -- 25,248 -- -- 25,248
Common stock issued upon secondary
offering, net........................... 1,000,000 -- 25,572 -- -- 25,572
Issuance of common stock under employee
plans, including tax effects............ 84,000 -- 151 -- -- 151
Other.................................... -- -- -- 39 -- 39
Net income............................... -- -- -- -- 2,209 2,209
---------- --------- ----------- --------- ------------ -------
Balance, December 31, 1996............... 8,332,000 1 58,362 (22) (1,139) 57,202
Issuance of common stock under employee
plans, including tax effects............ 79,000 -- 601 -- -- 601
Other.................................... -- -- (129) 35 -- (94)
Net income............................... -- -- -- -- 2,161 2,161
---------- --------- ----------- --------- ------------ -------
Balance, December 31, 1997............... 8,411,000 $ 1 $ 58,834 $ 13 $ 1,022 $ 59,870
---------- --------- ----------- --------- ------------ -------
---------- --------- ----------- --------- ------------ -------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
35
<PAGE>
INTELLIQUEST INFORMATION GROUP, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31,
-----------------------------------
1995 1996 1997
--------- ----------- -----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income................................................................. $ 546 $ 2,209 $ 2,161
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization.......................................... 369 812 1,225
Bad debt expense....................................................... 311 141 374
Other.................................................................. 101 34 104
Net changes in assets and liabilities:
Accounts receivable and unbilled revenues................................ (2,092) (4,768) (1,831)
Prepaid expenses and other assets........................................ 64 (231) (269)
Projects in process...................................................... 447 (27) (29)
Accounts payable and accrued expenses.................................... 1,255 1,262 667
Deferred revenues........................................................ (426) 883 (380)
Deferred rent and other.................................................. (6) 113 688
--------- ----------- -----------
Net cash provided by operating activities.............................. 569 428 2,710
--------- ----------- -----------
Cash flows from investing activities:
Purchases of short-term investments........................................ -- (167,438) (220,375)
Sales and maturities of short-term investments............................. -- 116,286 229,263
Purchases of property and equipment, net................................... (883) (1,605) (3,353)
Purchase of licensing agreement............................................ -- -- (7,500)
Other...................................................................... 96 (149) --
--------- ----------- -----------
Net cash used in investing activities.................................. (787) (52,906) (1,965)
--------- ----------- -----------
Cash flows from financing activities:
Proceeds from issuance of common stock..................................... 547 51,508 472
Borrowings under line of credit............................................ 650 761 2,265
Repayments on line of credit............................................... (675) (575) (2,451)
Other...................................................................... 36 (158) 20
--------- ----------- -----------
Net cash provided by financing activities.............................. 558 51,536 306
--------- ----------- -----------
Net increase (decrease) in cash and cash equivalents......................... 340 (942) 1,051
Cash and cash equivalents at the beginning of the period..................... 1,336 1,676 734
--------- ----------- -----------
Cash and cash equivalents at the end of the period........................... $ 1,676 $ 734 $ 1,785
--------- ----------- -----------
--------- ----------- -----------
Supplemental cash flow disclosures:
Interest paid.............................................................. $ 42 $ -- $ 31
--------- ----------- -----------
--------- ----------- -----------
Property and equipment acquired under capital leases....................... $ 9 $ 47 $ --
--------- ----------- -----------
--------- ----------- -----------
Taxes paid................................................................. $ 305 $ 278 $ 968
--------- ----------- -----------
--------- ----------- -----------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
36
<PAGE>
INTELLIQUEST INFORMATION GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. THE COMPANY
IntelliQuest Information Group, Inc. ("IntelliQuest" or the "Company") is a
leading provider of quantitative marketing information to technology companies.
IntelliQuest supplies customers with 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 operates
in a single industry segment.
IntelliQuest was reincorporated in Delaware on March 19, 1996. In
conjunction with this reincorporation, the Company changed its name to
IntelliQuest Information Group, Inc. and IntelliQuest exchanged 1 share of its
preferred stock and common stock for every 1.364 shares of preferred stock and
common stock, respectively, held by the stockholders of IntelliQuest (the "Share
Exchange"). All shares and per share amounts, including warrants and options for
such shares, included in the accompanying financial statements have been
adjusted to give retroactive effect to the Share Exchange. Additionally,
IntelliQuest's Certificate of Incorporation, amended following the consummation
of the initial public offering, authorized 30,000,000 shares of Common Stock
with a $.0001 par value and 1,000,000 shares of preferred stock with a $.0001
par value. The Board of Directors has the authority to issue the preferred stock
and to fix the rights, preferences, privileges and restrictions thereof, without
further vote or action by the stockholders.
During 1995, the Company formed a wholly-owned subsidiary located in London,
England. At December 31, 1997, the total assets and liabilities of this
subsidiary were approximately $574,000 and $202,000, respectively, net of
intercompany eliminations. Net income related to this subsidiary for the year
ended December 31, 1997 totaled $109,000. In addition, as more fully described
in Note 2, IntelliQuest merged with Pipeline Communications, Inc. during May
1996 and Zona Research, Inc. during February 1997. Unless otherwise specified,
references herein to the "Company" or "IntelliQuest" mean IntelliQuest
Information Group, Inc. and all of its wholly-owned subsidiaries.
2. MERGERS--PIPELINE COMMUNICATIONS AND ZONA RESEARCH
In May 1996, IntelliQuest completed a merger with Pipeline Communications,
Inc. ("Pipeline") which became a wholly-owned subsidiary of IntelliQuest. A
total of 562,500 shares of IntelliQuest common stock and common stock options
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 merger had taken place at the beginning of such periods.
In February 1997, IntelliQuest completed a merger with Zona Research, Inc.
("Zona Research") in which Zona Research 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 Research. The
transaction was accounted for as a pooling of interests and, therefore, all
prior period financial statements have been restated as if the merger took place
at the beginning of such periods.
37
<PAGE>
INTELLIQUEST INFORMATION GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. MERGERS--PIPELINE COMMUNICATIONS AND ZONA RESEARCH (CONTINUED)
Combined and separate results of operations for the periods prior to the
mergers with Pipeline and Zona Research were as follows (in thousands):
<TABLE>
<CAPTION>
1995 1996 1997
--------- --------- ---------
<S> <C> <C> <C>
Revenues:
IntelliQuest (including Pipeline after May 1996 and Zona Research
after February 1997)............................................... $ 16,974 $ 24,895 $ 36,094
Pipeline (through May 1996).......................................... 2,140 1,557 --
Zona Research (through February 1997)................................ 598 1,915 449
--------- --------- ---------
Combined............................................................... $ 19,712 $ 28,367 $ 36,543
--------- --------- ---------
--------- --------- ---------
Net income (loss):
IntelliQuest (including Pipeline after May 1996 and Zona Research
after February 1997)............................................... $ 911 $ 2,662 $ 2,352
Pipeline (through May 1996).......................................... (346) (83) --
Zona Research (through February 1997)................................ (19) (370) (191)
--------- --------- ---------
Combined............................................................... $ 546 $ 2,209 $ 2,161
--------- --------- ---------
--------- --------- ---------
</TABLE>
3. SIGNIFICANT ACCOUNTING POLICIES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Since much of the Company's revenues are based upon percentage
of projects completed based on costs input compared to total estimated project
costs, the determination of the resultant revenue requires ongoing estimates by
management of costs to complete these projects. Actual results could differ from
those estimates.
REVENUE RECOGNITION
CONTINUOUS SERVICES
The Company offers renewable subscription-based products which provide
similar information to a number of clients at a shared-cost price. The Company
also offers proprietary tracking products that manage ongoing market feedback
and proprietary research. Revenue from certain annual subscription-based
products (such as Computer Industry Media Study (CIMS)) and the related costs
are deferred until delivery. Revenues from other renewable subscription-based
and proprietary tracking products containing a subscription period are
recognized on a straight-line basis over the subscription period. Revenue from
processing transactions is recognized as the transactions are processed for
customers. Revenue from conferences is recognized upon completion of each
conference. Losses on a given contract are recognized when determined probable.
During 1997, the Company made a change in how it reports revenue from
certain recurring conferences (including Brand Tech Forum). In 1997, revenue
from recurring conferences is included in continuous services. Financial
information from prior years was reclassified to conform to the 1997
classification of revenues.
38
<PAGE>
INTELLIQUEST INFORMATION GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
3. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
OTHER SERVICES
Revenues from proprietary research service contracts are recognized in
proportion to performance required under the contracts (percentage of
completion) based on cost input. As mentioned above, losses on a given contract
are recognized when determined probable.
The Company bills its clients for products and services based on terms of
the contracts, which may not coincide with criteria required for revenue
recognition. Deferred revenue represents amounts invoiced prior to rendering the
related services while unbilled revenue represents the billing value of services
rendered prior to being invoiced. Substantially all the deferred and unbilled
revenue will be earned and billed, respectively, within twelve months of the
respective period ends.
PRODUCT DEVELOPMENT COSTS
Product development costs include costs incurred to develop or design new
products, services or processes and significantly enhance existing products,
services and processes and are expensed as incurred. If material, costs to
develop software, which is an integral part of a product or service, that are
incurred subsequent to attaining technological feasibility are capitalized in
accordance with Statement of Financial Accounting Standards (SFAS) No. 86,
"ACCOUNTING FOR THE COSTS OF COMPUTER SOFTWARE TO BE SOLD, LEASED OR OTHERWISE
MARKETED". These costs are then amortized on a straight line basis over the
estimated economic life or on the ratio of current revenues to total projected
product revenues, whichever is greater.
PROPERTY AND EQUIPMENT
Property and equipment is stated at cost, net of accumulated depreciation
and amortization. Depreciation and amortization is provided on a straight-line
basis over the estimated useful lives of the respective assets which range from
three to seven years. Amortization of assets acquired under capital leases is
included in depreciation and amortization.
PROJECT COSTS
Costs associated with CIMS are deferred and included in projects in process
until the results of the study are delivered. These costs include personnel and
other direct costs, as well as associated overhead. Upon release of the study,
these costs are included in cost of revenues.
Costs relating to all other projects are expensed as incurred.
INCOME TAXES
Deferred income taxes are provided using the liability method for the tax
effects of differences between the financial reporting bases and the income tax
bases of the Company's assets and liabilities as measured at the enacted tax
rates.
CASH EQUIVALENTS AND INVESTMENTS
The Company considers all highly liquid investments with original maturities
of less than three months to be cash equivalents.
39
<PAGE>
INTELLIQUEST INFORMATION GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
3. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
SHORT-TERM INVESTMENTS
Short-term investments are carried at market value, which approximates cost,
at the balance sheet date. Short-term investments consist of funds primarily
invested in government securities. Investment securities generally have
maturities of less than one year.
The Company accounts for investment securities under SFAS No. 115,
"ACCOUNTING FOR CERTAIN INVESTMENTS IN DEBT AND EQUITY SECURITIES". SFAS No. 115
requires investment securities to be classified as held-to-maturity, trading or
available-for-sale based on the characteristics of the securities and the
activity in the investment portfolio. At December 31, 1997, all investment
securities are classified as available-for-sale.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amount of the Company's financial instruments, including cash,
short-term investments, and trade receivables and payables, approximates fair
value. The carrying amount of short-term investments approximates fair value
because of the short maturity and nature of these instruments. The Company
places its cash investments in quality financial instruments and limits the
amount invested in any one institution or in any type of instrument. The Company
has not experienced any significant losses on its investments.
FOREIGN CURRENCIES
The foreign subsidiary operates in a local currency environment. Balance
sheet accounts are translated at exchange rates existing at the balance sheet
date. Revenue and expense accounts are translated at average exchange rates
prevailing during the period. Translation adjustments are accumulated and
reported as a separate component of stockholders' equity. There have not been
material transaction losses through December 31, 1997.
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
adopted the statement in the fourth quarter of 1997, as required. SFAS 128
requires all prior earnings per share data be restated to conform with the
provisions of the statement. Basic earnings per share is computed by dividing
net income available to common stockholders by the weighted average number of
shares outstanding during the period, as restated for shares issued in business
combinations accounted for as poolings-of-interest. Diluted earnings per share
is computed using the weighted average number of shares determined for the basic
computations plus the number of shares
40
<PAGE>
INTELLIQUEST INFORMATION GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
3. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
of common stock that would be issued assuming all contingently issuable shares
having a dilutive effect on earnings per share were outstanding for the period.
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31,
----------------------------------
1995 1996 1997
---------- ---------- ----------
(IN THOUSANDS, EXCEPT SHARE AND
PER SHARE DATA)
<S> <C> <C> <C>
Net income....................................................... $ 546 $ 2,209 $ 2,161
Preferred stock accretion........................................ 279 63 --
---------- ---------- ----------
Net income available to common stockholders...................... $ 267 $ 2,146 $ 2,161
---------- ---------- ----------
Weighted average common shares
outstanding (basic)............................................ 3,550,000 6,667,000 8,372,000
Convertible Preferred Stock (1).................................. -- 399,000 --
Warrants......................................................... 233,000 53,000 --
Stock options.................................................... 189,000 198,000 147,000
---------- ---------- ----------
Weighted average common shares outstanding
(diluted)...................................................... 3,972,000 7,317,000 8,519,000
---------- ---------- ----------
Earnings per share:
Basic.......................................................... $ 0.08 $ 0.32 $ 0.26
Diluted........................................................ $ 0.07 $ 0.30 $ 0.25
---------- ---------- ----------
</TABLE>
- ------------------------
(1) The assumed conversion of the Company's Redeemable Convertible Preferred
Stock is anti-dilutive in 1995 and therefore has been excluded from the
calculation.
In June 1997, Statement of Financial Accounting Standards No. 130,
"REPORTING COMPREHENSIVE INCOME" (FAS No. 130) and No. 131, "DISCLOSURES ABOUT
SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION" (FAS No. 131) were issued.
FAS No. 130 establishes standards for reporting and disclosure of comprehensive
income and its components in a full set of general-purpose financial statements.
This statement requires that all items that are required to be recognized under
accounting standards as components of comprehensive income be reported in a
financial statement that is displayed with the same prominence as other
financial statements. FAS No. 131 establishes standards for the way that public
business enterprises report information about operating segments in interim
financial reports issued to shareholders which is currently not required. It
also establishes standards for related disclosures about products and services,
geographic areas and major customers. The Company is required to adopt both
standards in 1998.
On February 3, 1998, the Securities and Exchange Commission ("SEC") Staff
issued Staff Accounting Bulletin No. 98 ("SAB 98"). SAB 98 changed the
calculation of the Company's basic earnings per share in 1996, the year of the
Company's initial public offering. SAB 98 also requires that historical EPS be
presented for all pre-IPO periods, whereas such information, historically, was
not considered meaningful.
41
<PAGE>
INTELLIQUEST INFORMATION GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
4. PROPERTY AND EQUIPMENT
Property and equipment consist of the following (in thousands):
<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1996 1997
--------- ---------
<S> <C> <C>
Equipment................................................................ $ 3,015 $ 3,802
Purchased software....................................................... 454 638
Internally developed software............................................ -- 1,404
Furniture and fixtures................................................... 738 1,306
Leasehold improvements................................................... 141 306
--------- ---------
4,348 7,456
Less--Accumulated depreciation and amortization.......................... (1,952) (3,020)
--------- ---------
$ 2,396 $ 4,436
--------- ---------
--------- ---------
</TABLE>
Included in the December 31, 1996 and 1997 balances of equipment are
$283,000 of assets acquired under lease. Accumulated amortization for these
assets was $142,000 and $196,000 at December 31, 1996 and 1997, respectively,
and amortization expense was $32,000, $40,000, and $54,000 for the years ended
December 31, 1995, 1996 and 1997, respectively.
5. LICENSE AGREEMENT
On December 22,1997, the Company paid $7.5 million for an exclusive
licensing agreement with First Data Solutions ("First Data") to market and sell
First Data's database products to the high-tech, telecommunications, cable and
utility industries. During the term of the agreement, the Company agrees to pay
First Data royalties and fees on revenue from the sale of data and services.
The contract provides for target minimum payments of $2,700,000 in 1998 and
$5,000,000 in 1999. The annual target minimum payments after 1999 will equal 1.2
times the annual target minimum payment for the preceding yearly period with a
cap of $20,000,000. The Company is currently renegotiating the contract to
increase the target minimum payments in 1998 to $4,000,000 in consideration for
lower rates paid to First Data for other services.
The contract also provides that either party has the option to convert the
exclusive right to a nonexclusive right after the second year of the contract in
consideration for a lump sum conversion payment from First Data to the Company.
In certain circumstances the contract may be terminated by either party.
6. RELATED PARTIES
Included in other assets at December 31, 1997 is a $350,000 note receivable
from an officer of the Company. Interest receivable on the note is accrued at
the rate of 6.0% annually. A total of approximately $8,000 of interest
receivable is recorded in accounts receivable at year end.
7. LINE OF CREDIT
At December 31, 1996, the Company had a revolving line of credit available
of $3,000,000. Outstanding on the line of credit at December 31, 1996 was
$186,000, which was included in other current liabilities.
42
<PAGE>
INTELLIQUEST INFORMATION GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
7. LINE OF CREDIT (CONTINUED)
The line matured in November 1997 and was not renewed. The line was available
for general corporate purposes with a sublimit for foreign currency transactions
and letters of credit. It bore interest at either the bank's prime lending rate
or LIBOR plus 250 basis points (8.25% at December 31, 1996). Borrowings under it
were secured by accounts receivable, equipment and other assets of the Company
including contract rights and other intangibles. The credit agreement contained
certain restrictive covenants.
8. ACCRUED LIABILITIES
Accrued liabilities consist of the following (in thousands):
<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1996 1997
--------- ---------
<S> <C> <C>
Accrued payroll and benefits............................................... $ 808 $ 1,412
Taxes payable.............................................................. 649 101
Accrued sales taxes........................................................ -- 7
Other accrued liabilities.................................................. 338 398
--------- ---------
$ 1,795 $ 1,918
--------- ---------
--------- ---------
</TABLE>
9. COMMITMENTS AND CONTINGENCIES
The Company leases office space, equipment and software under certain
noncancellable operating lease agreements. These leases have expiration dates
ranging from 1998 through 2002. Rent expense under operating leases totaled
$506,000, $542,000 and $959,000 for the years ended December 31, 1995, 1996 and
1997, respectively.
Future minimum lease payments under all leases as of December 31, 1997 are
as follows (in thousands):
<TABLE>
<CAPTION>
OPERATING
LEASES
-----------
<S> <C>
1998..................................................................... $ 1,323
1999..................................................................... 1,286
2000..................................................................... 1,052
2001..................................................................... 946
2002..................................................................... 199
-----------
Total minimum lease payments........................................... $ 4,806
-----------
-----------
</TABLE>
43
<PAGE>
INTELLIQUEST INFORMATION GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
10. INCOME TAXES
The income tax provision (benefit) is as follows (in thousands):
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31,
-------------------------------
1995 1996 1997
--------- --------- ---------
<S> <C> <C> <C>
Current provision (benefit).................................................... $ 577 $ 1,091 $ (22)
Deferred provision (benefit)................................................... 16 (107) 605
--------- --------- ---------
Total provision for income tax............................................... $ 593 $ 984 $ 583
--------- --------- ---------
--------- --------- ---------
</TABLE>
The difference between the income tax provisions in the consolidated
financial statements and the tax at the statutory federal rate are as follows
(in thousands):
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31,
-------------------------------
1995 1996 1997
--------- --------- ---------
<S> <C> <C> <C>
Income tax provision at statutory rate....................................... $ 394 $ 1,211 $ 1,056
Pipeline's net loss for which no benefit is recognized....................... 118 -- --
Utilization of net operating loss of Pipeline................................ -- (75) --
State taxes, net of federal benefit.......................................... 68 118 61
Tax free income.............................................................. -- (284) (647)
Other, net................................................................... 13 14 113
--------- --------- ---------
Total provision.............................................................. $ 593 $ 984 $ 583
--------- --------- ---------
--------- --------- ---------
</TABLE>
The principal components of the Company's deferred taxes are as follows:
<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------------
1995 1996 1997
--------- --------- ---------
<S> <C> <C> <C>
Deferred tax liabilities:
Depreciation and other........................................................ $ 113 $ 54 $ 170
Cash to accrual adjustments................................................... 106 81 --
Product development costs..................................................... -- -- 477
--------- --------- ---------
Gross deferred tax liability................................................ 219 135 647
--------- --------- ---------
Deferred tax assets:
Product development costs..................................................... 141 86 --
Allowance for doubtful accounts............................................... 117 101 105
Acquisition costs............................................................. -- 53 92
Accrued compensation, vacation pay and other.................................. 26 35 518
Net operating loss carryforward............................................... 318 279 279
--------- --------- ---------
Gross deferred tax assets................................................... 602 554 994
--------- --------- ---------
Less valuation allowance...................................................... 395 295 295
--------- --------- ---------
Net deferred tax asset (liability).......................................... $ (12) $ 124 $ 52
--------- --------- ---------
--------- --------- ---------
</TABLE>
44
<PAGE>
INTELLIQUEST INFORMATION GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
10. INCOME TAXES (CONTINUED)
The valuation allowance relates to the deferred tax assets which carryover
from Pipeline, a wholly-owned subsidiary of the Company. These assets include
net operating loss carryforwards, and research and experimentation credit
carryforwards. These carryforwards may only be used to offset tax liabilities
generated by Pipeline. Because of the uncertainties with respect to Pipeline's
ability to generate sufficient future taxable income to realize these assets,
the Company has provided a valuation allowance against all of Pipeline's net
deferred tax assets.
As of December 31, 1997, Pipeline has net operating loss and research and
experimentation credit carryforwards for Federal income tax purposes of
approximately $820,000 and $34,000, respectively. These carryforwards expire
beginning 2008 through 2010.
As of December 31, 1997, IntelliQuest Information Group, Inc. had a net
operating loss of $105,000 which expires in 2012. The net operating loss arose
as a result of deductions in 1997 from the exercise of certain employee stock
options. The deduction amounted to $1,140,000 and the benefit of that deduction
is recorded as a credit to stockholders' equity when realized on the company's
tax return.
11. REDEEMABLE CONVERTIBLE PREFERRED STOCK
In May 1993, the Company authorized 1,853,046 shares of redeemable
convertible preferred stock, of which 1,055,718 shares were designated as Series
A Redeemable Convertible Preferred Stock (the "Series A Preferred Stock") and
797,328 shares were designated as Series B Redeemable Convertible Preferred
Stock (the "Series B Preferred Stock"). Both Series A Preferred Stock and Series
B Preferred Stock (the "Preferred Stock") had par value of $1.00 and were
recorded net of total issuance costs of $100,000.
The holders of Preferred Stock converted their shares of Preferred Stock
into the Company's Common Stock at a conversion ratio of one share of Preferred
Stock for one share of Common Stock in connection with the Company's initial
public offering in March 1996.
12. STOCK OPTIONS
1993 STOCK PLAN
Under the 1993 Stock Plan (the "1993 Plan"), a total of 344,256 shares of
the Company's Common Stock have been authorized for issuance. Under the 1993
Plan, incentive stock options or nonstatutory stock options may be granted with
exercise prices equaling the fair market value of the stock at the time of
grant, as determined by the Company's Board of Directors, unless the optionee
owns greater than 10% of the voting power of all classes of stock, in which case
the option price will be 110% of the fair market value at the date of grant, as
determined by the Board of Directors. Options granted under the plan generally
have a term of ten years from the date of grant and generally vest over a
five-year period. As of December 31, 1997, the Company does not intend to grant
any further options under the 1993 Plan.
1996 STOCK PLAN
The Company has reserved an aggregate of 700,000 shares of Common Stock for
issuance under its 1996 Stock Plan (the "1996 Plan"). The 1996 Plan provides for
grants of incentive stock options or nonstatutory options to employees and
consultants (including officers and directors) of the Company and its
subsidiaries. With respect to incentive stock options granted under the 1996
Plan, the exercise price
45
<PAGE>
INTELLIQUEST INFORMATION GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
12. STOCK OPTIONS (CONTINUED)
must be at least equal to the fair market value per share of the Common Stock on
the date of grant, and the exercise price of any incentive stock options granted
to a participant who owns more than 10% of the voting power of all classes of
the Company's outstanding capital stock must be equal to at least 110% of the
fair market value of the Common Stock on the date of grant. The maximum term of
incentive stock options granted under the 1996 Plan may not exceed ten years
from the date of grant (five years in the case of a participant who owns more
than 10% of the voting power of all classes of the Company's outstanding capital
stock). In the event of termination of an optionee's employment or consulting
arrangement, incentive stock options may only be exercised, to the extent vested
as of the date of termination, for a period not to exceed 90 days (12 months in
the case of termination due to death or disability) following the date of
termination. Options under the 1996 Plan generally vest and become exercisable
at a rate of 25% on the first anniversary of the commencement of vesting and
1/48th upon the last day of the calendar month thereafter. Options outstanding
under the 1996 Plan generally have a term of ten years.
1996 DIRECTOR OPTION PLAN
Non-employee directors are entitled to participate in the Company's 1996
Director Option Plan (the "Director Plan"). A total of 100,000 shares of Common
Stock have been reserved for issuance under the Director Plan. The Director Plan
provides that each non-employee director shall be granted, at the discretion of
the Board of Directors, a nonstatutory option to purchase shares of Common Stock
(the "First Option") upon the date such non-employee director first becomes a
director. In addition, each non-employee director who has been a non-employee
director for longer than six months will annually be granted, at the discretion
of the Board of Directors, a nonstatutory option to purchase shares of Common
Stock (a "Subsequent Option"). Each First Option and Subsequent Option will have
a term expiring on the earlier of the tenth anniversary of the date of grant or
twelve months after the date on which the optionee ends his or her service as a
director. The vesting terms to both the First Option and the Subsequent Option
shall be at the discretion of the Board of Directors. The exercise price for
director options are comparable to options granted under the 1996 Plan described
above.
PIPELINE COMMUNICATIONS, INC. 1994 INCENTIVE STOCK OPTION PLAN
The Company has reserved an aggregate of 50,000 shares of Common Stock for
issuance under the Pipeline 1994 Incentive Stock Options Plan (the "Pipeline
Plan"). The Pipeline Plan provides for grants of options to the former employees
of Pipeline Communications, Inc. (Note 2). The provisions of the Pipeline Plan
are comparable to the provisions of the 1996 Plan as described above except that
the vesting schedule is determined by the Board of Directors.
1997 STOCK PLAN
The Company has reserved an aggregate of 375,000 shares of Common Stock for
issuance under its 1997 Supplemental Option Plan (the "1997 Plan"). The 1997
Plan provides for grants of nonstatutory stock options to employees, directors
and consultants of the Company and its subsidiaries. The 1997 Plan provides that
vesting terms shall be at the discretion of the Board of Directors. The terms
and exercise price for options granted under the 1997 Plan are comparable to
those granted under the 1996 Plan described above.
46
<PAGE>
INTELLIQUEST INFORMATION GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
12. STOCK OPTIONS (CONTINUED)
SUBSEQUENT OPTION POLICY
In 1997, the Company's Board of Directors adopted a policy that provides for
immediate monthly vesting for option grants to persons who have a preexisting
option agreement with the Company ("Subsequent Options"). The policy applies to
Subsequent Options under all of the Company's plans for grants dated on or after
April 29, 1997.
The Company applies APB No. 25, "ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES",
and related Interpretations in accounting for its stock plans, which are
described above. Accordingly, no compensation cost has been recognized for its
stock plans. Had compensation cost for the Company's stock plans been determined
based on the fair market value at the grant dates for awards under those plans
consistent with the method provided by SFAS No. 123, "ACCOUNTING FOR STOCK BASED
COMPENSATION", the Company's net income and net income per share would have been
reflected by the following pro forma amounts for the years ended December 31,
1996 and 1997:
<TABLE>
<CAPTION>
FOR THE YEAR ENDED
DECEMBER 31,
--------------------------
1996 1997
------------ ------------
<S> <C> <C>
Net income
As reported............................................................... $ 2,209,000 $ 2,161,000
Pro forma................................................................. $ 1,780,000 $ 624,000
Diluted net income per share
As reported............................................................... $ .30 $ .25
Pro forma................................................................. $ .24 $ .07
</TABLE>
The fair value of each option grant is estimated on the date of grant using
the Black-Scholes option-pricing model with the following weighted-average
assumptions used for grants during the years ended December 31, 1996 and 1997:
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31,
--------------------------------
1996 1997
--------------- ---------------
<S> <C> <C>
Dividend yield................................................... -- --
Expected volatility.............................................. 59.84% 60.60%
Risk-free rate of return......................................... 6.25% 6.35%
Expected life.................................................... 4.67years 3.54years
</TABLE>
47
<PAGE>
INTELLIQUEST INFORMATION GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
12. STOCK OPTIONS (CONTINUED)
The following table summarizes activity under all Plans for each of the
three years ended December 31, 1997 (share amounts in thousands):
<TABLE>
<CAPTION>
1995 1996 1997
------------------------ ---------------------- ------------------------
WEIGHTED WEIGHTED WEIGHTED
AVERAGE AVERAGE AVERAGE
EXERCISE EXERCISE EXERCISE
PRICE SHARES PRICE SHARES PRICE SHARES
----------- ----------- ----------- --------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Outstanding at the beginning of the year.............. $ .83 140 $ 1.02 215 $ 14.29 429
Granted............................................. 1.30 90 20.14 300 15.42 711
Exercised........................................... -- -- .71 (71) 1.89 (76)
Canceled............................................ .93 (15) .51 (15) 17.16 (220)
----- --- ----------- --------- ----------- -----
Outstanding at the end of the year.................... $ 1.02 215 $ 14.29 429 $ 15.62 844
----- --- ----------- --------- ----------- -----
----- --- ----------- --------- ----------- -----
Options exercisable at year end....................... $ .65 49 $ 2.06 82 $ 14.40 180
----- --- ----------- --------- ----------- -----
----- --- ----------- --------- ----------- -----
Weighted average fair value of options granted during
the year............................................ $ .32 $ 11.12 $ 7.52
--- --------- -----
--- --------- -----
</TABLE>
<TABLE>
<CAPTION>
OPTIONS OUTSTANDING
-------------------------------------------------------------- OPTIONS EXERCISABLE
WEIGHTED-AVERAGE ----------------------------------------
RANGE OF NUMBER OUTSTANDING AT REMAINING WEIGHTED-AVERAGE NUMBER EXERCISABLE AT WEIGHTED-AVERAGE
EXERCISE PRICES DECEMBER 31, 1997 CONTRACTUAL LIFE EXERCISE PRICE DECEMBER 31, 1997 EXERCISE PRICE
- --------------- --------------------- -------------------- ----------------- --------------------- -----------------
<S> <C> <C> <C> <C> <C>
$.14-$1.38 56 6.8years $ .54 41 $ .42
$9.26-$9.26 5 7.0 $ 9.26 3 9.26
$13.50-$13.89 14 5.7 $ 13.77 9 13.89
$14.50-$14.50 364 8.7 $ 14.50 39 14.50
$16.50-$17.25 134 9.2 $ 16.80 20 16.95
$18.00-$18.00 129 9.6 $ 18.00 2 18.00
$20.00-$21.50 120 7.8 $ 20.87 45 20.71
$25.63-$25.63 22 .3 $ 25.63 21 20.63
--
- --------------- --- ------ --- ------
$.14-$25.63 844 8.4years $ 15.61 180 $ 14.40
--
--
- --------------- --- ------ --- ------
- --------------- --- ------ --- ------
</TABLE>
Options canceled represent the unexercised options of former employees,
returned to the option pool in accordance with the terms of the stock option
plan, upon their departure from the Company. In connection with options issued
during 1995, the Company is recognizing compensation expense totaling $68,000
over the vesting period.
OTHER STOCK OPTION GRANTS
Pipeline had previously issued stock options and warrants to non-employees.
Pipeline's options and warrants outstanding as of December 31, 1995 were
converted into options to purchase 20,641 shares of IntelliQuest common stock
upon the merger of Pipeline.
1996 EMPLOYEE STOCK PURCHASE PLAN
The Company has reserved an aggregate of 100,000 shares of Common Stock for
issuance under its 1996 Employee Stock Purchase Plan (the "ESPP"). The ESPP
permits eligible employees of the Company
48
<PAGE>
INTELLIQUEST INFORMATION GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
12. STOCK OPTIONS (CONTINUED)
to purchase Common Stock through payroll deductions of up to 15% of their
compensation provided that no employee may purchase more than $25,000 worth of
stock in any calendar year. The ESPP has been implemented as a series of
successive six-month offering periods, the first of which commenced on July 1,
1996. The price of Common Stock purchased under the ESPP will be 85% of the
lower of the fair market of the Common Stock on the first and last day of each
offering period. Shares of Common Stock issued under the ESPP totaled 2,247 and
6,875 for the years ended December 31, 1996 and 1997, respectively.
The fair value of the employees' purchase rights was estimated using the
Black-Scholes model with the following assumptions for the year ended December
31, 1996 and 1997:
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER
31,
------------------------------
1996 1997
-------------- --------------
<S> <C> <C>
Dividend yield.............................................................. -- --
Expected volatility......................................................... 59.84% 60.60%
Risk-free rate of return.................................................... 5.52% 5.24%
Expected life............................................................... .5years .5years
Weighted-average fair value of purchase rights granted...................... $ 5.73 $ 3.98
</TABLE>
13. EMPLOYEES' SAVINGS PLAN
The Company's 401(k) Savings and Retirement Plan (the "401(k) Plan") is a
defined contribution retirement plan with a cash or deferred arrangement as
described in Section 401(k) of the Code. The 401(k) Plan is intended to be
qualified under Section 401(a) of the Code. All employees of the Company are
eligible to participate in the 401(k) Plan after approximately one year of
employment. The 401(k) Plan provides that each participant make elective
contributions from 1% to 15% of his or her compensation, subject to statutory
limits. Under the terms of the 401(k) Plan, allocation of the matching
contribution is integrated with Social Security, in accordance with applicable
nondiscrimination rules under the Code. The Company made matching contributions
in the amount of $30,000, $10,000 and $0 in 1995, 1996 and 1997, respectively.
14. SIGNIFICANT CLIENTS AND CREDIT RISKS
The Company has relied on a limited number of key customers for the majority
of its revenues. In addition, there has been significant consolidation of
companies in the technology industries served by the Company, a trend which the
Company believes will continue. The loss of one or more of the Company's large
customers or a significant reduction of business from such customers, regardless
of the reason, would have a material adverse effect on the Company.
Revenues from certain significant clients are, as follows:
<TABLE>
<CAPTION>
1995 1996 1997
--------- --------- ---------
<S> <C> <C> <C>
Client 1............................................................... 15% 11% 7%
Client 2............................................................... 11% 18% 17%
Client 3............................................................... 5% 7% 10%
</TABLE>
49
<PAGE>
INTELLIQUEST INFORMATION GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
14. SIGNIFICANT CLIENTS AND CREDIT RISKS (CONTINUED)
Additionally, at December 31, 1996 and 1997, certain clients had accounts
receivable and unbilled revenue balances with the Company which represented the
following amounts of total net accounts receivable and unbilled revenues:
<TABLE>
<CAPTION>
1996 1997
--------- ---------
<S> <C> <C>
Client 1....................................................................... 16% 12%
Client 2....................................................................... 14% 15%
</TABLE>
The Company sells its products to various companies in technology and
publication industries. The Company performs ongoing credit evaluations of its
customers and maintains reserves for potential credit losses. Neither the
reserves established nor the losses incurred have been material.
15. GEOGRAPHIC DATA
Revenue includes export sales to unaffiliated non-U.S. customers and to
unaffiliated U.S. customers commissioning information-gathering services abroad,
generally on behalf of their foreign subsidiaries. The Company defines "Europe
Sales" as revenues attributable to information gathering services provided in
Western Europe and "Other International Sales" as revenues attributable to all
other areas located outside of the United States.
Summarized revenue information by geographic location is as follows (in
thousands):
<TABLE>
<CAPTION>
1995 1996 1997
--------- --------- ---------
<S> <C> <C> <C>
Europe.................................................................... $ 3,817 $ 6,530 $ 8,948
Other international....................................................... 1,060 1,354 1,493
--------- --------- ---------
$ 4,877 $ 7,884 10,441
--------- --------- ---------
--------- --------- ---------
</TABLE>
16. SUBSEQUENT EVENTS ACQUISITION OF ASSETS AND STOCK REPURCHASE PROGRAM
ACQUISITION OF ASSETS
Effective January 1, 1998, the company purchased certain assets of
Information Technology Forum, Inc. ("ITF") a company wholly owned by Charles W.
Stryker, a Director of the Company. The assets were purchased with cash and
stock. The transaction was accounted for under the purchase method. The assets
assumed are valued at fair value at the time of purchase. The excess of the
purchase price over the fair value of amounts assigned to the net tangible
assets purchased has been assigned to goodwill in the amount of approximately
$721,000. During 1997, the Company had transactions with ITF totaling
approximately $78,000 for consulting and other services. As the operations of
ITF are immaterial to the Company as a whole, pro forma financial statements are
not disclosed.
STOCK REPURCHASE PROGRAM
In January 1998, the Board of Directors approved the repurchase of 850,000
shares of the Company's common stock. There have been no repurchases under the
Plan.
50
<PAGE>
INTELLIQUEST INFORMATION GROUP, INC.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not Applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Except for information regarding the Company's executive officers, the
information called for by this Item is incorporated in this Form 10-K by
reference to the definitive Proxy Statement for the Company's Annual Meeting of
Stockholders, currently scheduled for May 12, 1998, under the heading "Proposal
One--Election of Directors-Nominees".
For information concerning the executive officers of the Company, see
"Executive Officers of the Registrant" under Part I of this Form 10-K.
None of the Company's directors or officers has any family relationship with
any other director or officer. "Family relationship" for this purpose means any
relationship by blood, marriage or adoption, not more remote than first cousin.
ITEM 11. EXECUTIVE COMPENSATION
Information concerning executive compensation and related matters set forth
in the Company's definitive Proxy Statement for the Company's Annual meeting of
Stockholders, currently scheduled for May 12, 1998, under the section entitled
"Executive Compensation and Other Matters," and is incorporated herein by
reference thereto.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information concerning shares of Common Stock of the Company beneficially
owned by management and others is set forth in the Company's definitive Proxy
Statement for the Company's Annual Meeting of Stockholders, currently scheduled
for May 12, 1998, under the section entitled "Record Date and Principal Share
Ownership" and is incorporated herein by reference thereto.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is incorporated in this report by
reference to the Company's definitive Proxy Statement for the Company's Annual
Meeting of Stockholders, currently scheduled for May 12, 1998, under the section
entitled "Executive Compensation and Other Matters."
51
<PAGE>
INTELLIQUEST INFORMATION GROUP, INC.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 1 and 2. Financial statements and financial statement schedules
INTELLIQUEST INFORMATION GROUP, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<S> <C>
Report of Independent Accountants.............................................. 32
Consolidated Balance Sheet..................................................... 33
Consolidated Statement of Operations........................................... 34
Consolidated Statement of Common Stockholders' Equity (Deficit)................ 35
Consolidated Statement of Cash Flows........................................... 36
Notes to Consolidated Financial Statements..................................... 37
</TABLE>
3. Exhibits
<TABLE>
<CAPTION>
<C> <S>
3.1 (1) Amended and Restated Certificate of Incorporation of the Registrant.
3.2 (1) Amended and Restated Bylaws of the Registrant.
4.1 (1) Form of Registrant's Common Stock Certificate.
10.1 (1) Form of Indemnification Agreement entered into by the Registrant with each of its directors
and executive officers.
10.2 (1) Amended 1993 IQI Corp. Stock Option Plan and related agreements.
10.3 (2) 1996 Stock Plan and related agreements.
10.4 (1) 1996 Employee Stock Purchase Plan and related agreements.
10.5 (2) 1996 Director Option Plan and related agreement.
10.6 (1) Stock Purchase Agreement among the Registrant and certain securityholders of of the Company,
dated as of May 28, 1993.
10.7 (1) Loan and Security Agreement, between the Company and Silicon Valley Bank, dated September 24,
1993, as amended and with exhibits.
10.8 (1) Lease Agreement between the Company and JMB Group Trust III, dated September 15, 1992, as
amended.
10.9 Registration Rights Agreement, dated February 25, 1997, by and among the Company and the
former shareholders of Pipeline Communications, Inc. and Zona Research, Inc.
10.10 1997 Supplemental Option Plan and related agreement
11.1 Statement of computation of earnings per share.
21.1 Subsidiaries of the Registrant.
23.2 Consent of Price Waterhouse LLP, independent accountants.
24.1 Power of Attorney (see page 54).
27.1 Financial Data Schedule.
27.2 Financial Data Schedule.
</TABLE>
52
<PAGE>
INTELLIQUEST INFORMATION GROUP, INC.
<TABLE>
<C> <S>
27.3 Financial Data Schedule.
</TABLE>
- ------------------------
(1) Incorporated by reference to the Registrant's Registration Statement
on Form S-1 (File No. 333-00844), as amended, declared effective
March 21, 1996.
(2) Incorporated by reference to the Registrant's Registration Statement
on Form S-1 (File No. 333-12547), as amended, declared effective
October 17, 1997.
(b) Reports on Form 8-K for the quarter ended December 31, 1997.
The Company filed no current reports on Form 8-K during the fourth quarter
ended December 31, 1997.
(c) Exhibits--See Item 14(a)3 above.
53
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
<TABLE>
<S> <C> <C>
INTELLIQUEST INFORMATION GROUP, INC.
By: /s/ SUSAN M. GEORGEN-SAAD
-----------------------------------------
Dated: (Susan M. Georgen-Saad)
March 31, 1998 CHIEF FINANCIAL OFFICER
</TABLE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints, jointly and severally, Peter Zandan, Brian
Sharples, and Sue Georgen-Saad, his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any and all amendments
to this Report on Form 10-K and to file the same, with exhibits thereto and
other documents in connections therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorney-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
/s/ PETER ZANDAN
- ------------------------------ Chairman March 31, 1998
(Peter Zandan)
/s/ BRIAN SHARPLES
- ------------------------------ Chief Executive Officer, March 31, 1998
(Brian Sharples) Director
/s/ SUSAN M. GEORGEN-SAAD
- ------------------------------ Chief Financial Officer March 31, 1998
(Susan M. Georgen-Saad)
/s/ WILLIAM WOOD
- ------------------------------ Director March 31, 1998
(William Wood)
/s/ LEE WALKER
- ------------------------------ Director March 31, 1998
(Lee Walker)
54
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (Nos. 333-04616, 333-09085 and 333-35047) of IntelliQuest
Information Group, Inc. of our report dated February 10, 1998 appearing on page
32 of this Form 10-K.
PRICE WATERHOUSE LLP
Austin, Texas
March 30, 1998
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (Nos. 333-04616, 333-09085 and 333-35047) of IntelliQuest
Information Group, Inc. of our report dated February 10, 1998 appearing on page
32 of this Form 10-K.
PRICE WATERHOUSE LLP
Austin, Texas
March 30, 1998
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