<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 10-Q/A
(AMENDMENT NO. 1)
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended SEPTEMBER 30, 1997
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from ________ to________
Commission file number: 0-20941
PRECISION RESPONSE CORPORATION
(Exact name of Registrant as specified in its charter)
FLORIDA 59-2194806
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1505 N.W. 167TH STREET, MIAMI, FLORIDA 33169
(Address of principal executive offices)(Zip code)
(305) 626-4600
(Registrant's telephone number, including area code)
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 [ ]
ON NOVEMBER 12, 1997, THE REGISTRANT HAD 21,512,000 OUTSTANDING SHARES
OF COMMON STOCK, $0.01 PAR VALUE.
<PAGE> 2
PRECISION RESPONSE CORPORATION AND SUBSIDIARIES
Items l and 2 of Part 1 of the Quarterly Report on Form 10-Q (the "Report") for
the fiscal quarter ended September 30, 1997, of Precision Response Corporation
(the "Company" or the "Registrant") previously filed with the Securities and
Exchange Commission are hereby amended to add and supplement certain information
relating to the Company's implementation in the third quarter of 1997 of a
restructuring and cost reduction plan (i) in Note 8 (Restructuring and Other
Special Charges) to the Company's Consolidated Financial Statements and (ii) in
"Results of Operations" and "Selling, General and Administrative Expenses" in
Management's Discussion and Analysis of Financial Condition and Results of
Operations. The additions and supplements to Note 8 do not result in any
changes to the Company's Consolidated Financial Statements for the fiscal
quarter ended September 30, 1997 or the other Notes thereto. Accordingly, Items
1 and 2 of Part 1 of the Report are hereby filed in replacement of such Items 1
and 2 of Part 1 previously filed by the Company.
2
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PRECISION RESPONSE CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
SEPTEMBER 30,
1997 DECEMBER 31,
(UNAUDITED) 1996
--------------- ----------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 6,102 $ 7,262
Accounts receivable, net of allowances
of $2,038 and $2,650, respectively 40,265 30,049
Income taxes receivable 8,046 -
Deferred income taxes 1,140 1,321
Prepaid expenses and other current assets 4,888 2,999
----------------- ----------------
Total current assets 60,441 41,631
Property and equipment, net 61,638 42,034
Deferred income taxes 4,328 -
Other assets 4,246 4,750
----------------- ----------------
Total assets $ 130,653 $ 88,415
================= ================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term obligations $ 2,370 $ 2,624
Accounts payable 11,606 17,294
Restructuring accrual 4,759 -
Accrued compensation expenses 4,428 4,078
Income taxes payable - 1,645
Other accrued expenses 11,156 1,721
Customer deposits 3,253 2,420
----------------- ----------------
Total current liabilities 37,572 29,782
Long-term obligations, less current maturities 4,183 4,190
Deferred income taxes - 1,493
----------------- ----------------
Total liabilities 41,755 35,465
----------------- ----------------
Commitments and contingencies - -
Shareholders' equity:
Common stock, $0.01 par value; 100,000,000 shares
authorized; 21,512,000 and 20,000,000 issued
and outstanding, respectively 215 200
Additional paid-in capital 96,957 47,808
Retained earnings (accumulated deficit) (8,080) 5,394
Unearned compensation (194) (452)
----------------- ----------------
Total shareholders' equity 88,898 52,950
----------------- ----------------
Total liabilities and shareholders' equity $ 130,653 $ 88,415
================= ================
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
3
<PAGE> 4
PRECISION RESPONSE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS FOR THE NINE MONTHS
ENDED SEPTEMBER 30, ENDED SEPTEMBER 30,
----------------------------- -------------------------------
1997 1996 1997 1996
------------ ------------ ------------- ------------
<S> <C> <C> <C> <C>
REVENUES $ 32,002 $ 30,009 $ 105,980 $ 63,554
------------ ------------ ------------- ------------
OPERATING EXPENSES:
Cost of services 37,837 22,956 94,628 48,090
Selling, general and administrative
expenses 11,014 3,461 22,287 8,562
Restructuring and asset impairment charges 11,591 - 11,591 -
------------ ------------ ------------- ------------
Total operating expenses 60,442 26,417 128,506 56,652
------------ ------------ ------------- ------------
Operating (loss) income (28,440) 3,592 (22,526) 6,902
OTHER INCOME (EXPENSE):
Interest income 162 224 859 224
Interest expense (168) (383) (501) (783)
------------ ------------ ------------- ------------
(LOSS) INCOME BEFORE INCOME TAXES (28,446) 3,433 (22,168) 6,343
Income tax (benefit) provision (11,378) 1,206 (8,867) 1,206
------------ ------------ ------------- ------------
NET (LOSS) INCOME $ (17,068) $ 2,227 $ (13,301) $ 5,137
============ ============ ============= ============
NET LOSS PER COMMON SHARE $ (0.79) $ (0.62)
============ =============
PROFORMA DATA:
Income before proforma income taxes $ 3,433 $ 6,343
Proforma provision for income taxes
relating to S corporation 1,373 2,543
------------ ------------
PROFORMA NET INCOME $ 2,060 $ 3,800
============ ============
PROFORMA NET INCOME PER
COMMON SHARE $ 0.11 $ 0.22
============ ============
Weighted average number of common
shares outstanding 21,512 19,245 21,351 17,440
============ ============ ============= ============
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
4
<PAGE> 5
PRECISION RESPONSE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED
SEPTEMBER 30,
----------------------------
1997 1996
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net (loss) income $ (13,301) $ 5,137
Adjustments to reconcile net (loss) income to net cash used
in operating activities:
Depreciation and amortization 8,301 1,830
Provision for bad debts and sales allowances 3,558 875
Amortization of unearned compensation 258 61
Restructuring and asset impairment charges 6,832 -
Deferred income tax expense (5,640) 708
Changes in operating assets and liabilities, excluding effects of
acquisition:
Accounts receivable (13,844) (28,019)
Income taxes receivable (8,046) -
Prepaid expenses and other current assets (3,070) (2,052)
Other assets (640) (515)
Accounts payable (5,880) 9,872
Restructuring accrual 4,759 -
Accrued compensation expenses 350 660
Income taxes payable (1,645) 499
Other accrued expenses 8,460 1,153
Customer deposits 833 506
------------ ------------
Net cash used in operating activities (18,715) (9,285)
------------ ------------
Cash flows from investing activities:
Cash acquired in acquisition, net of cash paid 192 -
Purchases of property and equipment (29,679) (16,882)
------------ ------------
Net cash used in investing activities (29,487) (16,882)
------------ ------------
Cash flows from financing activities:
Proceeds from revolving credit loan - 25,595
Payments on revolving credit loan - (28,591)
Payments on long-term obligations (1,948) (2,497)
Net proceeds from issuance of common stock 49,164 47,375
Dividends paid (174) (5,243)
Net payments from shareholders - 207
------------ ------------
Net cash provided by financing activities 47,042 36,846
------------ ------------
Net (decrease) increase in cash and cash equivalents (1,160) 10,679
Cash and cash equivalents at beginning of period 7,262 267
============ ============
Cash and cash equivalents at end of period $ 6,102 $ 10,946
============ ============
Supplemental schedule of non-cash investing and financing activities:
Installment loans and capital lease obligations $ 1,687 $ 7,780
============ ============
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
5
<PAGE> 6
PRECISION RESPONSE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. OPERATIONS AND BASIS OF PRESENTATION
Precision Response Corporation and subsidiaries (the "Company") is a
full-service provider of teleservicing, database marketing and management, and
fulfillment services on an outsourced and cosourced basis to large corporations.
During the second quarter of 1997, the Company acquired for $100 all of
the outstanding capital stock of the general contracting company whose sole
business was to manage and oversee the subcontractors who constructed the
leasehold improvements necessary to make the Company's new call centers
operational. At the date of acquisition, this entity had cash and accounts
payable of approximately $192,000. As such, this entity is now a wholly-owned
subsidiary of the Company. Additionally, during the third quarter of 1997, the
Company, for certain business and tax purposes, established three other
subsidiaries to be utilized as the Company continues to grow. No significant
activity occurred in any of these new subsidiaries. All material intercompany
accounts and transactions have been eliminated in consolidation.
The accompanying unaudited consolidated financial statements were
prepared in accordance with generally accepted accounting principles for interim
financial information and the rules and regulations of the Securities and
Exchange Commission (the "SEC"). The unaudited consolidated interim financial
information reflects all adjustments, which are, in the opinion of management,
necessary for a fair presentation of the interim unaudited consolidated
financial statements. As discussed in Note 8, the Company incurred certain
non-recurring charges during the quarter ended September 30, 1997. The balance
sheet at December 31, 1996 included herein has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements. These interim results of operations for the nine months
ended September 30, 1997 and 1996 are not necessarily indicative of results that
may be expected for the full fiscal years. The unaudited consolidated financial
statements contained herein should be read in conjunction with the audited
financial statements and notes thereto contained in the Company's annual report
on Form 10-K for the fiscal year ended December 31, 1996 filed with the SEC on
March 31, 1997.
Certain amounts in the 1996 financial statements have been reclassified
to conform with the current year presentation.
2. PUBLIC OFFERING
Effective January 29, 1997 (the actual closing date was February 4,
1997), the Company and certain selling shareholders completed an equity offering
of 4,740,000 shares of the Company's common stock (the "Common Stock") at an
offering price of $35.125 per share (the "Second Equity Offering"). Of the
4,740,000 shares of Common Stock, 1,500,000 shares were sold by the Company. Net
proceeds to the Company from the Second Equity Offering in the amount of $49.2
million, after deducting $3.5 million in costs associated with the offering,
have been used for call center expansion, other capital expenditures necessary
to support the Company's growth, working capital and other general corporate
purposes.
6
<PAGE> 7
PRECISION RESPONSE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
3. REVENUES
Revenues for the three and nine months ended September 30, 1997
included $32.0 million and $96.2 million, respectively, of the Company's
traditional teleservicing, database marketing and management and fulfillment
services. Additional revenues of $9.8 million were generated during the nine
months ended September 30, 1997 from the transfer of teleservicing-based
software applications. Such transfers of existing teleservicing-based software
applications were made in lieu of developing new but functionally similar
applications over time for these customers. These transfers produced
substantially higher margins than would have been the case had the Company
developed unique applications for these customers.
There were no transfers of teleservicing-based software applications
during the three months ended September 30, 1997.
4. PROPERTY AND EQUIPMENT
Property and equipment is comprised of both owned property and property
under capital leases, the details of which are set forth below (in thousands):
<TABLE>
<CAPTION>
SEPTEMBER 30, 1997 DECEMBER 31, 1996
--------------------------------------- --------------------------------------
OWNED LEASED TOTAL OWNED LEASED TOTAL
---------- ---------- ----------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
Telecommunications
equipment $ 18,431 $ 4,707 $ 23,138 $ 9,312 $ 4,940 $ 14,252
Computer equipment 27,437 4,890 32,327 16,601 4,933 21,534
Leasehold improvements 12,532 - 12,532 8,289 - 8,289
Furniture and fixtures 6,550 96 6,646 2,741 973 3,714
Other 245 70 315 995 - 995
---------- ---------- ----------- ---------- ---------- -----------
65,195 9,763 74,958 37,938 10,846 48,784
Accumulated depreciation
and amortization (11,169) (2,151) (13,320) (4,736) (2,014) (6,750)
---------- ---------- ----------- ---------- ---------- -----------
$ 54,026 $ 7,612 $ 61,638 $ 33,202 $ 8,832 $ 42,034
========== ========== =========== ========== ========== ===========
</TABLE>
5. PROFORMA DISCLOSURES AND DIVIDENDS PAID
On July 16, 1996, the Company converted from an S corporation to a C
corporation and adopted the asset and liability method of accounting for income
taxes. Proforma net income for the three and nine months ended September 30,
1996 include a proforma provision for Federal and state income taxes as if the
Company were subject to such taxes as a C corporation for the entire period.
This proforma provision is computed using a combined Federal and state tax rate
of 37.6%.
During the three months ended June 30, 1997, the Company's final tax
return as an S corporation was completed and filed. As a result, a $174,000
dividend was paid to the Company's existing shareholders prior to the Company's
initial public offering of its Common Stock completed in July 1996 (the "Initial
Public Offering"), pursuant to the S corporation tax allocation and
indemnification agreement, as a final distribution of the Company's accumulated
taxable income prior to conversion to C corporation status.
7
<PAGE> 8
PRECISION RESPONSE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
6. NEW ACCOUNTING PRONOUNCEMENTS
During the first quarter of 1997, the Financial Accounting Standards Board
(the "FASB") issued Statement No. 128, EARNINGS PER SHARE ("SFAS No. 128"),
which supersedes Accounting Principles Board Opinion No. 15, EARNINGS PER SHARE.
SFAS No. 128 is effective for financial statements for both interim and annual
periods after December 15, 1997. Early application is prohibited; however, the
Company believes that had the provisions of SFAS No. 128 been applicable to the
accompanying consolidated financial statements, earnings per share amounts would
not be materially different than the amounts reported herein.
During the third quarter of 1997, the FASB issued Statement No. 130,
REPORTING COMPREHENSIVE INCOME ("SFAS No. 130"). SFAS No. 130 establishes
standards of reporting and display of comprehensive income and its components.
The FASB also issued Statement No. 131, DISCLOSURES ABOUT SEGMENTS OF AN
ENTERPRISE AND RELATED INFORMATION ("SFAS No. 131"). SFAS No. 131 establishes
standards for reporting operating and geographical segments and the type and
level of financial information to be discussed about those segments. Both SFAS
No. 130 and SFAS No. 131 are effective for fiscal years beginning after December
15, 1997.
7. RELATED PARTY TRANSACTIONS
During the nine months ended September 30, 1997, the Company paid
approximately $200,000 in fees to charter an aircraft in connection with
business travel for the Company's personnel. The aircraft is owned by an entity
of which the Company's chairman and chief executive officer is the sole
shareholder. None of these fees were incurred during the three months ended
September 30, 1997.
8. RESTRUCTURING AND OTHER NONRECURRING SPECIAL CHARGES
During the third quarter of 1997, the Company initiated an extensive
and systematic review of its operations and cost structure in response to
inefficiencies primarily resulting from the addition of capacity and
infrastructure to accommodate a contract for its largest client that has been
delayed indefinitely and an across-the-board price reduction imposed by this
client. This review focused on reducing operating expenses, increasing customer
service efficiencies and generally strengthening the Company's position to
provide telephone-based customer service and marketing solutions on an
outsourced and cosourced basis to large corporations.
This review of the Company's operations focused primarily on
operational and organization structures and systems, client profitability and
facilities rationalization. As a result of this review, the Company initiated a
plan to consolidate three administrative locations into unused space in an
existing facility, to reduce overhead and administrative headcount by 10%, to
consolidate and reorganize various functional departments and to integrate and
enhance its financial and operating systems. The headcount reductions will
result in the termination of approximately 150 employees primarily in the areas
of teleservicing, information services and administration. The Company
anticipates that payment of substantially all termination benefits will take
place during the fourth quarter of 1997 during which time actual employee
terminations will occur. In adopting this plan, the Company recorded a
non-recurring special charge of $26.2 million before taxes with an after-tax
impact of $15.7 million. This amount is allocated as follows in the Consolidated
Statements of Operations: $11.6 million to Restructuring and Asset Impairment
Charges (as further described below); $7.8 million to Cost of Services (of which
$6.6 million represents cash items and $1.2 million represents non-cash items)
related principally to significant, non-capitalizable start-up and other costs
incurred with expanding and improving the Company's ability to provide certain
types of teleservicing and fulfillment services which it had previously been
providing only on a limited basis (these costs primarily related to development
of systems applications and training modules as well as
8
<PAGE> 9
PRECISION RESPONSE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
actual employee training); and $6.8 million to Selling, General and
Administrative Expenses (of which $6.7 million represents cash items and $0.1
million represents non-cash items) principally for non-recurring operating
expenses including $4.8 million of costs associated with the development of the
Company's restructuring and cost reduction initiatives, increases in the
provisions for certain accrued liabilities totaling $1.9 million and various
balance sheet write-offs totaling $0.1 million. Of the total $14.6 million in
Cost of Services and Selling, General and Administrative Expenses described
above, $5.3 million had been funded during the third quarter of 1997 and the
remaining $9.3 million was incurred and accrued at September 30, 1997. The
Company initiated the restructuring and cost savings initiatives during the
third quarter; however, no significant amount of implementation had been
completed as of September 30, 1997. The Company expects to continue
implementation in the fourth quarter and expects to be substantially completed
by the end of the first quarter of 1998. Implementation includes the actual
termination of designated employees coupled with the reorganization of the
Company's operational and administrative management structure, relocation and
consolidation of office space, and exploration and realization of opportunities
to divest unused facilities.
Amounts included in Restructuring and Asset Impairment Charges in the
Consolidated Statements of Operations include cash items such as severance and
other employee costs of $2.1 million and lease obligations and other exit costs
associated with the consolidation of three administrative locations into an
existing facility and the closing of one small, unused call center of $2.6
million. Non-cash Restructuring and Asset Impairment Charges of $6.9 million are
primarily related to the write-off of leasehold improvements associated with the
facility consolidation and closing along with the cost to fully amortize
redundant systems that are not deemed recoverable in light of the aforementioned
changes with the Company's largest client.
9. COMMITMENTS AND CONTINGENCIES
The Company is currently in negotiations to secure a special leasing
arrangement for a new call center to be constructed in Sunrise, Florida. The
Company has guaranteed the mortgage on the property and, if such financing is
not secured by February 28, 1998, it will be obligated to buy the land and
existing building at market value which is currently estimated to be $3.5
million.
In addition, the Company has expended $1.9 million for various
leasehold improvements for this facility during the first nine months of 1997.
These costs, which are included in Other Assets in the Consolidated Balance
Sheets, are expected to be fully reimbursable to the Company if the special
leasing arrangement is consummated.
9
<PAGE> 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion of the financial condition and results of
operations of the Company should be read in conjunction with the consolidated
financial statements and notes thereto included elsewhere in this report.
OVERVIEW AND BASIS OF PRESENTATION
The Company currently offers its customers single source, integrated
solutions for their teleservicing, database marketing and management and
fulfillment needs. The Company's primary source of revenue is teleservicing
activities which are comprised of both inbound (customer-initiated) and outbound
(Company-initiated) calls. Teleservicing revenues are generally earned for
providing services on a rate per hour basis. However, beginning in the third
quarter of 1997, the Company also generated teleservicing revenues under
incentive based compensation agreements whereby the amount of revenue earned
correlates to the achievement of established targets. The majority of
teleservicing revenues, excluding account services, are derived from inbound
calls, which represented approximately 75% of teleservicing revenues and 56% of
total revenues for the three months ended September 30, 1997 as compared to
approximately 81% of teleservicing revenues and 54% of total revenues for the
three months ended September 30, 1996. For the nine months ended September 30,
1997, teleservicing revenues, excluding account services, derived from inbound
calls represented approximately 80% of teleservicing revenues and 58% of total
revenues as compared to approximately 76% of teleservicing revenues and 53% of
total revenues for the same period of the prior year.
Information services provided by the database marketing and management
group typically include the design, development and implementation of software
applications for use in a particular client program and the integration of the
Company's systems with those of its clients. Additionally, although the
Company's core business is providing teleservices on an outsourced basis to its
clients, certain clients prefer to "cosource" certain programs whereby the
Company and the client will jointly manage programs, with the Company making
available to the client certain software, systems and services.
Fulfillment services include high-speed laser and electronic document
printing, lettershop and mechanical inserting, sorting, packaging and mailing
capabilities. While fulfillment services represent a relatively small portion of
the Company's total revenues, they are an important element in the Company's
overall marketing strategy of providing its customers with a "one-stop" solution
to their telephone-based customer service and direct marketing needs.
Costs associated with servicing the Company's clients, consisting
primarily of certain costs incurred in the operations of call centers and the
fulfillment facility, such as rent for real property and leased equipment,
insurance, property taxes and certain departmental overhead directly related to
revenue-producing departments, were reclassified from selling, general and
administrative expenses to cost of services beginning in the fourth quarter of
1996, with all previously reported periods restated accordingly.
10
<PAGE> 11
RESULTS OF OPERATIONS
During the third quarter of 1997, the Company initiated an extensive
and systematic review of its operations and cost structure in response to
inefficiencies primarily resulting from the addition of capacity and
infrastructure to accommodate a contract for its largest client that has been
delayed indefinitely and an across-the-board price reduction imposed by this
client. This review focused on reducing operating expenses, increasing customer
service efficiencies and generally strengthening the Company's position to
provide telephone-based customer service and marketing solutions on an
outsourced and cosourced basis to large corporations.
As a result of this review, the Company announced a major restructuring
and cost reduction plan designed to reduce its cost structure and adjust its
infrastructure to significantly improve operating efficiencies and performance
as the Company shifts its customer base to a more diversified portfolio. The
Company expects to realize $1.6 million in savings from the consolidation of
three administrative locations into unused space at an existing facility, $6.0
million in savings from a 10% reduction in overhead and administrative headcount
due to the consolidation and reorganization of various functional departments,
$0.2 million in savings from the integration and enhancement of financial and
operating systems and $2.2 million in other cost savings initiatives mainly
related to renegotiations of service contracts and reassessment of corporate
expenditure policies. Therefore, once fully implemented, the cost reductions are
expected to result in annual savings of approximately $10.0 million. The Company
expects to begin to benefit from these cost savings beginning in the fourth
quarter of 1997; however, the full impact of the cost savings initiatives will
not be realized until all of these initiatives have been effective which is
expected to be by the end of the first quarter of 1998.
The Company's operating results for the three and nine months ended
September 30, 1997 include the effects of a pre-tax non-recurring special charge
of $26.2 million recorded in conjunction with the implementation of the
restructuring and cost reduction plan. Approximately 18% of the charge is for
cash items, of which the entire $4.7 million is accrued at September 30, 1997,
primarily for payment of post-employment benefits and other employee related
costs and lease and other facility exit costs. The special charge to earnings is
included in the following categories on the Consolidated Statements of
Operations:
PRE-TAX DOLLAR AFTER-TAX
AMOUNT PER SHARE
(IN MILLIONS) AMOUNT
-------------- -----------
Restructuring and asset impairment
charges $11.6 $(0.32)
Cost of services 7.8 (0.22)
Selling, general and administrative
expenses 6.8 (0.19)
-------------- -----------
Total $26.2 $(0.73)
============== ===========
See Note 8 to the Consolidated Financial Statements for further
discussion of the non-recurring special charges.
The following discussion related to the Company's results of
operations, for the periods indicated, generally excludes the impact of the
restructuring and non-recurring special charges aggregating $26.2 million:
REVENUES
Revenues for the three and nine months ended September 30, 1997 were
$32.0 million and $106.0 million, respectively, an increase of $2.0 million
(6.7%) and $42.4 million (66.7%) over the comparable periods in the prior year.
The principal components of revenues are teleservicing activities, which include
account services (representing 78.4% and 74.8% of revenues for the three and
nine months
11
<PAGE> 12
ended September 30, 1997, respectively, and 68.8% and 73.0% of revenues for the
comparable periods in the prior year), and information services (representing
11.8% and 20.3% of revenues for the three and nine months ended September 30,
1997, respectively, and 29.8% and 25.4% of revenues for the comparable periods
in the prior year), with the balance primarily represented by fulfillment
services.
The number of call centers in operation increased from six as of
September 30, 1996 to eight as of September 30, 1997, including the opening of
one new call center in both the first and second quarters of 1997, the
converting of one small call center into administrative offices in the first
quarter of 1997 and the closing of one call center during the third quarter of
1997 as part of the Company's restructuring plan. Correspondingly, workstation
capacity increased from approximately 2,600 workstations as of September 30,
1996 to approximately 4,500 workstations as of September 30, 1997. For the three
months ended September 30, 1997, the Company's workstation capacity exceeded its
requirements for the level of business the Company experienced. As of September
30, 1997, approximately 1,200 workstations were not being utilized to generate
revenues. The Company is attempting to accelerate the award of additional work
from existing clients and pursuing new client opportunities in order to expedite
the utilization of these workstations.
Teleservicing activities, principally inbound services, accounted for
the majority of the revenue growth during both the three and nine months ended
September 30, 1997. Revenues from teleservicing activities for the three and
nine months ended September 30, 1997 were $25.1 million and $79.2 million,
respectively, an increase of $4.4 million (21.3%) and $32.9 million (71.1%) over
the comparable periods in the prior year. Major factors contributing to the
increase in teleservicing revenues were the addition of several new programs for
existing clients as well as the addition of new clients, principally in the
direct broadcasting and telecommunications service and equipment industries.
Overall, new client business accounted for $18.6 million, or 17.5%, of total
revenues for the first nine months of 1997 while revenues from the Company's
biggest client accounted for 41.2% of total revenues down from 63.5% for the
first nine months of 1996. Generally, teleservicing revenues is earned on a rate
per hour basis. However, during the three months ended September 30, 1997,
approximately 16.7% of total revenues were earned under incentive based
compensation agreements.
Revenues from information services for the three months ended September
30, 1997 were $3.8 million, a decrease of $5.2 million, or 58.4%, compared to
the same period of the prior year. This decrease was primarily attributable to
the performance of a non-recurring client project amounting to $5.4 million
during the third quarter of 1996. Revenues from information services for the
nine months ended September 30, 1997 were $21.5 million, an increase of $5.4
million, or 33.3% over the comparable period in the prior year. This increase
was primarily attributable to the transfers of teleservicing-based application
software. The transfers of teleservicing-based application software amounted to
$9.8 million for the nine months ended September 30, 1997. Such transfers
produce substantially higher margins than other information services (which
involve the development of unique, individual customer-based applications). The
Company intends to continue to attempt to market the transfer of
teleservicing-based application software, although there is no assurance that
the Company will be successful in effecting any such transfers in the future.
Due to the substantially higher margins on these transfers, the Company's
operating results could be significantly impacted based upon the success of the
Company in effecting these transactions in any future period.
COST OF SERVICES
Cost of services generally include all direct and some indirect costs
incurred in connection with the Company's revenue-producing departments,
including, but not limited to, labor, telephone expenses directly related to
revenue-generating activities, equipment under operating leases used in the call
centers
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and fulfillment facility, direct overhead for all such operational facilities,
such as rent, security and insurance, and depreciation and amortization of
property and equipment used in operations. Cost of services, excluding the
impact of the restructuring and non-recurring special charges, increased by $7.0
million (30.9%) and $38.7 million (80.5%) for the three and nine months ended
September 30, 1997, respectively, as compared to the same period of the prior
year, principally as a result of the growth in operations.
Excluding the impact of the restructuring and non-recurring special
charges, the increase in cost of services, as a percentage of revenues, from
76.5% for the three months ended September 30, 1996 to 93.9% for the three
months ended September 30, 1997 and from 75.7% for the nine months ended
September 30, 1996 to 81.9% for the nine months ended September 30, 1997 was
primarily attributable to the Company's expansion of its infrastructure and
operations and the resultant excess capacity. This included increasing the
number of call centers and related workstations in anticipation of providing
increased services to the Company's largest customer. This increase in services
did not materialize leaving the Company with excess capacity and a higher than
desired cost structure during the second and third quarters of 1997.
Additionally, the Company's largest client instituted an across-the-board price
reduction in the third quarter of 1997. The Company's existing infrastructure
has been assessed and realigned for 1998 as part of the Company's restructuring
and cost reduction plan initiatives previously discussed. However, in addition
to these initiatives, a key component to enable the Company to reduce cost of
services as a percentage of revenue and achieve its gross margin percentage
targets in the future will be maximization of current capacity levels by
increasing revenues.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses ("SG&A") generally include
the costs of central services the Company provides to support and manage its
operations, including senior management, sales and marketing, human resources,
as well as finance and accounting functions. SG&A, excluding the impact of the
restructuring and non-recurring special charges, increased $0.8 million (22.9%)
and $7.0 million (81.4%) for the three and nine months ended September 30, 1997,
respectively, as compared to the same period of the prior year. The increase for
the nine months ended September 30, 1997 was primarily due to increases in sales
commissions and administrative salaries and benefits of approximately $0.4
million and $5.5 million, respectively, to support the Company's growth along
with an increase in the provision for the allowance for doubtful accounts of
approximately $1.0 million to adequately provide a reserve for the Company's
receivables following various charge-offs.
Excluding the impact of the restructuring and non-recurring special
charges, the increase in SG&A, as a percentage of revenues, from 11.5% for the
three months ended September 30, 1996 to 13.2% for the three months ended
September 30, 1997 and from 13.4% for the nine months ended September 30, 1996
to 14.6% for the nine months ended September 30, 1997 was primarily attributable
to the Company's expansion of its infrastructure to support the continuing
growth of the Company. A significant portion of this growth was to come from the
Company's largest client. However, as mentioned above, this increase in services
did not materialize leaving the Company with a higher than desired cost
structure during the second and third quarters of 1997. Additionally, the
Company's largest client instituted an across-the-board price reduction in the
third quarter of 1997. The Company's SG&A cost structure has been assessed and
streamlined for the remainder of 1997 and 1998 as part of the Company's
restructuring and cost reduction plan initiatives previously discussed. However,
in addition to these initiatives, a key component to enable the Company to
reduce its SG&A expenses as a percentage of revenue and achieve its operating
margin percentage targets in the future will be maximization of current capacity
levels by increasing revenues.
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INTEREST, NET
The Company had net interest expense of $6,000 for the three months
ended September 30, 1997 and interest income, net of interest expense, of
$358,000 for the nine months ended September 30, 1997 compared to net interest
expense of $160,000 and $560,000 for the three and nine months ended September
30, 1996, respectively. This improvement reflects the ability of the Company to
generate interest income during the first nine months of 1997 from the
investment of a portion of the net proceeds from the Second Equity Offering and
the absence of borrowings from the Company's existing credit facility during
1997. See Note 2 - Public Offering to the Consolidated Financial Statements. The
proceeds from borrowings during the nine months ended September 30, 1996 were
primarily obtained from the then existing revolving loan and capital lease
financing.
INCOME TAXES
Prior to the Initial Public Offering, the Company was an S corporation
and, accordingly, was not subject to Federal and state income taxes. Therefore,
the Consolidated Statement of Operations for the periods July 1, 1996 through
July 16, 1996 and January 1, 1996 through July 16, 1996 (included in the three
and nine month periods ended September 30, 1996) does not include a provision
for Federal and state income taxes.
The Company had a deferred tax asset of $5.5 million at September 30,
1997. Management believes that the Company will generate sufficient taxable
income in the future such that it is more likely than not that this deferred tax
asset will be realized.
NET INCOME AND NET INCOME PER SHARE
For the three months ended September 30, 1997, the Company experienced
a net loss of $1.4 million, excluding the impact of the restructuring and
non-recurring special charges, compared to proforma net income of $2.1 million
for the comparable period of 1996. Net loss per share for the three months ended
September 30, 1997 was $0.06, excluding the impact of the restructuring and
non-recurring special charges, compared to proforma net income per share of
$0.11 in 1996.
For the nine months ended September 30, 1997, net income was $2.4
million, excluding the impact of the restructuring and non-recurring special
charges, compared to proforma net income of $3.8 million for the comparable
period of 1996. Net income per share for the nine months ended September 30,
1997 was $0.11, excluding the impact of the restructuring and non-recurring
special charges, compared to proforma net income per share of $0.22 in 1996.
The net loss and net loss per share amounts associated with the
restructuring and non-recurring special charges were $15.7 million and $0.73,
respectively, for both the three and nine months ended September 30, 1997. See
Note 8 to the Consolidated Financial Statements for further discussion of the
restructuring and non-recurring special charges.
Proforma net income for the periods July 1, 1996 through July 16, 1996
and January 1, 1996 through July 16, 1996 (included in the three and nine month
periods ended September 30, 1996) includes a proforma provision for Federal and
state income taxes as if the Company were subject to such taxes as a C
corporation for that period. The Company was a C corporation throughout the nine
months ended September 30, 1997; therefore, net income for the three and nine
months ended September 30, 1997 includes the appropriate provision under such
income tax status.
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LIQUIDITY AND CAPITAL RESOURCES
Prior to the Initial Public Offering, the Company funded its operations
and capital expenditures primarily through cash flows from operations, bank
borrowings and capital lease financing. During the first quarter of 1997, the
Company obtained additional liquidity from the net proceeds of the Second Equity
Offering.
Effective January 29, 1997 (the actual closing date was February 4,
1997), the Company and certain selling shareholders completed the Second Equity
Offering at an offering price of $35.125 per share. Of the 4,740,000 shares of
Common Stock, 1,500,000 shares were sold by the Company. Net proceeds to the
Company from the Second Equity Offering in the amount of $49.2 million, after
deducting $3.5 million in costs associated with the offering, have been used for
call center expansion, other capital expenditures necessary to support the
Company's growth, working capital and other general corporate purposes.
The Company has a revolving credit facility (the "Senior Revolving
Facility") which provides for revolving loans in an aggregate principal amount
not to exceed $15.0 million and matures in May 1999. The Company may borrow up
to 85% of eligible accounts receivable. The Senior Revolving Facility is
primarily collateralized by accounts receivable. Based upon eligible accounts
receivable and no outstanding borrowings under the Senior Revolving Facility as
of September 30, 1997, availability thereunder was $15.0 million as of September
30, 1997. The Senior Revolving Facility accrues interest at the Company's option
at the prime rate plus 0.5% or the LIBOR rate plus 3.0%. The Company pays a fee
of 0.25% per annum on unused commitments under the Senior Revolving Facility.
The Company is required, under the terms of the Senior Revolving Facility, to
maintain certain financial covenants, including minimum tangible net worth and
earnings. The agreement also contains certain restrictions on additional
indebtedness, capital expenditures and the declaration and payment of dividends.
At September 30, 1997, the Company had cash and cash equivalents of
$6.1 million and total long-term obligations of $6.6 million. Net cash used in
operating activities was $18.7 million and $9.3 million for the nine months
ended September 30, 1997 and 1996, respectively. The $9.4 million increase in
net cash used in operating activities during the first nine months of 1997 was
primarily due to the use of proceeds from the Second Equity Offering to
strengthen the Company's working capital position and the payment of estimated
income taxes as a result of the Company's C corporation income tax status.
Capital spending totaled $30.9 million for the nine months ended
September 30, 1997 compared to $16.9 million for the same period of the prior
year. Workstation capacity increased from approximately 3,220 as of December 31,
1996 to approximately 4,500 as of September 30, 1997. The major increases in
capital expenditures for the first nine months of 1997 were telecommunications
and computer equipment principally attributable to the increase in the Company's
total workstation capacity and leasehold improvements for the new call centers
(one in the first quarter and one in the second quarter of 1997) to house the
additional workstations.
Net cash provided by financing activities was $47.0 million and $36.8
million for the nine months ended September 30, 1997 and 1996, respectively.
During the nine months ended September 30, 1997, the Company raised additional
capital from the Second Equity Offering and used a portion of the net proceeds
provided by such offering principally to fund anticipated workstation capacity
growth. The Company's Initial Public Offering occurred in July 1996 from which
the Company generated net proceeds of $47.4 million used primarily to fund
working capital and capital expenditure requirements and repay indebtedness.
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The Company believes that funds generated from operations, available
borrowings under the Senior Revolving Facility and lease financing will be
sufficient to finance its planned capital expenditures and anticipated growth
through 1997. Additionally, the Company is currently negotiating the terms of a
new credit facility for funding of future growth. The Company's long-term
capital requirements will depend on many factors, including, but not limited to,
the rate at which the Company expands its business. To the extent that the funds
generated from the sources described above are insufficient to fund the
Company's activities in the short or long term, the Company would need to raise
additional funds through public or private financings. No assurance can be given
that additional financing will be available or that, if available, it will be
available on terms favorable to the Company.
In addition, the Company is currently in negotiations to secure a
special leasing arrangement for a new call center to be constructed in Sunrise,
Florida. The Company has guaranteed the mortgage on the property and, if such
financing is not secured by February 28, 1998, it will be obligated to buy the
land and existing building at market value which is currently estimated to be
$3.5 million.
FLUCTUATIONS IN QUARTERLY RESULTS
The Company experiences quarterly variations in revenues and operating
income principally as a result of the timing of clients' marketing campaigns and
customer service programs, the commencement of new contracts, changes in the
Company's revenue mix among its various services offered to clients, including
the percentage of services provided under incentive based compensation
agreements, and the timing of additional operating expenses to acquire and
support new business. In addition, the termination or completion of a large
customer service program or the loss or delay in implementation of a large
customer service program or in a transfer of teleservicing-based application
software could cause the Company to experience such quarterly variations.
Relative to revenue mix, due to the significantly higher margins
generated from revenue earned from the transfers of teleservicing-based
application software, fluctuations in gross and operating margins may occur
whenever such revenue mix fluctuates from quarter to quarter.
FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements (within the meaning of
Section 21E. of the Securities Exchange Act of 1934, as amended), representing
the Company's current expectations and beliefs concerning future events. When
used in this report, the words "believes," "estimates," "plans," "expects,"
"intends," "anticipates," "may" and similar expressions as they relate to the
Company or its management are intended to identify forward-looking statements.
The actual results of the Company could differ materially from those indicated
by the forward-looking statements because of various risks, factors and
uncertainties related to and including, without limitation, the Company's
effective and timely initiation and development of new client relationships and
programs, the maintenance of existing client relationships and programs
(particularly since the Company's agreements with its clients generally do not
assure the Company will generate a specific level of revenue, do not designate
the Company as the exclusive service provider and are terminable on short
notice), the successful marketing of the Company's information services and
teleservicing-based application software, the opening of new call centers in
accordance with strategic plans and in a timely and economic manner consistent
with existing capacity requirements, the recruitment and retention of qualified
personnel, the continued enhancement of telecommunications, computer and
information technologies and operational and financial systems, the continued
and anticipated growth in industry trends towards outsourcing and cosourcing of
telephone-based marketing and customer service operations (particularly in the
telecommunications, transportation, consumer products and food and beverage
industries), changes in competition and the
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forms of direct sales and marketing techniques, consumer interest in, and use
of, the Company's clients' products and services, general economic conditions,
costs of telephone services, financing and leasing of equipment, the adequacy of
cash flows from operations and available financings to fund capital needs and
future growth, changes in governmental rules and regulations applicable to the
Company and other risks set forth in this report and in the Company's other
filings with the Securities and Exchange Commission. These risks and
uncertainties are beyond the ability of the Company to control; in many cases,
the Company cannot predict the risks and uncertainties that could cause actual
results to differ materially from those indicated by the forward-looking
statements.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Amendment No. 1 to the Report to be signed
on its behalf by the undersigned thereunto duly authorized.
PRECISION RESPONSE CORPORATION
(Registrant)
By: /s/ Paul M. O'Hara
-------------------------------
Paul M. O'Hara
Senior Vice President - Finance
and Chief Financial Officer
By: /s/ Thomas F. Jennings, Jr.
-------------------------------
Thomas F. Jennings, Jr.
Vice President and Controller
(Principal Accounting Officer)
Dated: January 15, 1998
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