<PAGE> 1
- --------------------------------------------------------------------------------
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED JUNE 30, 1997 COMMISSION FILE NUMBER 0-28488
MULTIPLE ZONES INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
WASHINGTON 91-1431894
(State of incorporation) (I.R.S. Employer
Identification Number)
707 SOUTH GRADY WAY
RENTON, WASHINGTON 98055-3233
(Address of principal executive offices) (Zip Code)
(425) 430-3000
(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
----- -----
The number of shares of the registrant's Common Stock outstanding as of July 30,
1997, was 12,959,489.
- --------------------------------------------------------------------------------
<PAGE> 2
MULTIPLE ZONES INTERNATIONAL, INC.
INDEX
PART I. FINANCIAL INFORMATION
<TABLE>
<S> <C> <C>
Item 1. Consolidated Financial Statements:
Consolidated Balance Sheets
June 30, 1997 and December 31, 1996................................................... 3
Consolidated Statements of Operations
Three and six months ended June 30, 1997 and 1996..................................... 4
Statements of Shareholders' Equity
Six months ended June 30, 1997........................................................ 5
Consolidated Statements of Cash Flows
Six months ended June 30, 1997 and 1996............................................... 6
Notes to Consolidated Financial Statements.............................................. 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations......................................... 9
</TABLE>
PART II. OTHER INFORMATION
<TABLE>
<S> <C> <C>
Item 4. Submission of Matters to a Vote of Security Holders..................................... 15
Item 6. Exhibits and Reports on Form 8-K........................................................ 16
Signatures.............................................................................. 16
</TABLE>
2
<PAGE> 3
PART I - FINANCIAL INFORMATION
MULTIPLE ZONES INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
June 30, December 31,
1997 1996
------------- -------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 1,028,463 $ 976,464
Receivables, net 35,272,671 49,974,983
Inventories, net 35,139,693 77,501,216
Prepaids 4,050,589 7,148,161
Income tax receivable 1,595,025
Deferred income taxes 979,465 1,216,228
------------ -------------
Total current assets 78,065,906 136,817,052
Property and equipment, net 11,068,976 9,758,647
Other assets 1,423,527 3,225,314
------------ -------------
Total assets $ 90,558,409 $ 149,801,013
============ =============
LIABILITIES & SHAREHOLDERS' EQUITY
Current liabilities:
Bank lines of credit $ 3,411,387 $ 3,026,298
Accounts payable 28,760,442 83,847,781
Accrued liabilities and other 8,150,936 8,404,882
Current portion of capital lease obligations 829,160 934,172
Income taxes payable 794,776
------------ -------------
Total current liabilities 41,151,925 97,007,909
Capital lease obligations, net of current portion 1,305,415 1,748,227
Deferred income taxes 249,121 249,506
Other 1,304,448 857,838
------------ -------------
Total liabilities 44,010,909 99,863,480
------------ -------------
Minority interest 368,511 468,741
------------ -------------
Commitments and contingencies
Shareholders' equity:
Common stock 37,380,555 36,987,825
Retained earnings 8,993,121 12,563,859
Foreign currency translation adjustment (194,687) (82,892)
------------ -------------
Total shareholders' equity 46,178,989 49,468,792
------------ -------------
Total liabilities & shareholders' equity $ 90,558,409 $ 149,801,013
============ =============
</TABLE>
3
<PAGE> 4
MULTIPLE ZONES INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
For the six months For the three months
ended June 30, ended June 30,
1997 1996 1997 1996
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Net sales $ 230,798,380 $ 212,337,824 $ 108,043,067 $ 111,410,791
Cost of sales 203,264,681 182,943,952 97,056,784 95,980,396
------------- ------------- ------------- -------------
Gross profit 27,533,699 29,393,872 10,986,283 15,430,395
Selling, general and administrative
expenses 31,213,822 21,121,958 18,285,156 11,043,998
------------- ------------- ------------- -------------
Income (loss) from operations (3,680,123) 8,271,914 (7,298,873) 4,386,397
------------- ------------- ------------- -------------
Other (income) expense:
Interest expense, net 589,596 1,016,373 210,167 512,345
Other (income) expense 215,024 (158,662) 213,635 (74,748)
Minority interest (98,771) 127,634 (106,674) 79,535
------------- ------------- ------------- -------------
705,849 985,345 317,128 517,132
------------- ------------- ------------- -------------
Income (loss) before income taxes (4,385,972) 7,286,569 (7,616,001) 3,869,265
Provision for (benefit from) income taxes (815,234) 2,671,392 (1,979,660) 1,427,149
------------- ------------- ------------- -------------
Net income (loss) $ (3,570,738) $ 4,615,177 $ (5,636,341) $ 2,442,116
============= ============= ============= =============
Primary earnings (loss) per share $ (0.28) $ 0.42 $ (0.44) $ 0.23
============= ============= ============= =============
Shares used in computation of primary
earnings (loss) per share 12,928,233 9,815,889 12,929,800 9,815,922
============= ============= ============= =============
Fully diluted earnings (loss) per share $ (0.28) $ 0.45 $ (0.44) $ 0.24
============= ============= ============= =============
Shares used in computation of fully
diluted earnings (loss) per share 12,928,233 10,238,669 12,929,800 10,238,832
============= ============= ============= =============
</TABLE>
4
<PAGE> 5
MULTIPLE ZONES INTERNATIONAL, INC. AND SUBSIDIARIES
STATEMENTS OF SHAREHOLDERS' EQUITY
(Unaudited)
<TABLE>
<CAPTION>
Foreign
Currency
Common Stock Retained Translation
Shares Amount Earnings Adjustment Total
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Balance, January 1, 1997 12,876,616 $ 36,987,825 $ 12,563,859 $ (82,892) $ 49,468,792
Issuance of common stock 64,806 392,730 392,730
Net loss (3,570,738) (3,570,738)
Translation adjustment (111,795) (111,795)
------------ ------------ ------------ ------------ ------------
Balance, June 30, 1997 12,941,422 $ 37,380,555 $ 8,993,121 $ (194,687) $ 46,178,989
============ ============ ============ ============ ============
</TABLE>
5
<PAGE> 6
MULTIPLE ZONES INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
For the six months
ended June 30,
-----------------------------------
1997 1996
------------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net income ($ 3,570,738) $ 4,615,177
Adjustments to reconcile net income to
net cash used in operating activities:
Allowance for inventory and receivables 4,925,161 1,108,141
Depreciation and amortization 1,396,536 706,108
Write-off of goodwill 1,329,598
Loss on disposal of asset 156,945
Minority interest (100,230) (132,854)
Changes in assets and liabilities:
Accounts receivable 11,534,152 (10,342,722)
Inventory 39,949,777 (5,330,053)
Prepaids and other assets 5,437,455 2,261,289
Accounts payable (50,384,105) (4,013,279)
Accrued liabilities 308,652 1,143,210
Income taxes payable (2,390,755) (456,682)
------------- -----------
Net cash provided by (used in) operating activities 8,592,448 (10,441,665)
------------- ------------
Cash flows from investing activities:
Purchases of property and equipment (2,936,215) (1,454,248)
------------- ------------
Net cash used in investing activities (2,936,215) (1,454,248)
------------- ------------
Cash flows from financing activities:
Borrowings under line of credit agreement 66,051,239 34,563,977
Payments under line of credit agreement (65,625,358) (26,065,024)
Net change in book overdrafts (6,024,159) 3,131,724
Payments on capital leases (553,550) (343,182)
Proceeds from sale of common stock 392,730
Other 282,232 (54,961)
------------- ------------
Net cash provided by (used in) financing activities (5,476,866) 11,232,534
------------- ------------
Effect of exchange rate on cash and cash equivalents (127,368) (28,293)
------------- ------------
Net increase (decrease) in cash and cash equivalents 51,999 (691,672)
Cash and cash equivalents at beginning of period 976,464 1,214,581
------------- ------------
Cash and cash equivalents at end of period $ 1,028,463 $ 522,909
============= ============
</TABLE>
6
<PAGE> 7
MULTIPLE ZONES INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The consolidated financial statements and related notes thereto for the three
and six months ended June 30, 1997 and 1996 are unaudited and reflect all normal
recurring adjustments which are, in the opinion of management, necessary for a
fair presentation of the financial position and operating results for the
interim period. The results of operations for such interim periods are not
necessarily indicative of the results for the entire fiscal year ending December
31, 1997. These financial statements 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 year ended December 31, 1996.
Certain reclassifications have been made to the 1996 financial statements to
conform to the 1997 presentation. Such reclassifications had no effect on net
income.
2. EARNINGS PER SHARE
Earnings per share is computed using the weighted average number of common and
dilutive common equivalents outstanding during the period. Dilutive common
equivalents consist of stock options and warrants. The accretion related to the
Series B Redeemable Convertible Preferred Stock ("Series B Preferred Stock")
prior to the conversion to common stock is deducted from income only in the
calculation of primary earnings per share for the three and six months ended
June 30, 1996. For the three and six months ended June 30, 1996, fully diluted
earnings per share assumes the conversion of Series B Preferred Stock to common
stock. Common and common equivalent shares issued at prices below the public
offering price during the 12 months preceding the initial public offering date
have been included in the calculation as if they were outstanding for all
periods presented. The calculation uses the treasury stock method in determining
the resulting incremental weighted average equivalent shares outstanding.
In February 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128 "Earnings Per Share" (the "Statement").
The Statement simplifies the standards for computing earnings per share. The
Company will adopt the Statement for the year ending December 31, 1997.
Management believes that it will not have a material impact on the computation
of earnings per share.
3. SECOND QUARTER ADJUSTMENTS
The Company analyzes its inventory and vendor co-op receivables monthly by age,
platform and product category. As a result of the recent market weakness in
sales experienced by the Company, the Company recorded additional inventory
allowances of $2.5 million for obsolete, slow-moving and excess inventory, and
allowances for uncollectible vendor co-op receivables of $2.5 million.
The Company's international subsidiaries are heavily dependent on the sale of
Mac products. The Company reevaluated the carrying value of goodwill and other
assets in its subsidiaries in Australia, Germany, Mexico and the Netherlands.
The carrying value of goodwill was evaluated on the subsidiary level by an
analysis of operating results, future cash flows, and other changes in the
microcomputer products market. The subsidiaries have incurred operating losses
and based upon projections, there is a likelihood that such operating losses
will continue. As a result, the Company recorded a $1.4 million charge to
income, which represents all of the goodwill on these subsidiaries' balance
sheets, and $347,000 for the write-off of other assets relating to the
international Mac marketplace.
7
<PAGE> 8
4. INCOME TAXES
Statement of Financial Accounting Standards No. 109 "Accounting for Income
Taxes" specifies that deferred tax assets are to be reduced by a valuation
allowance if it is more likely than not that some portion or all of the deferred
tax assets will not be realized. As of June 30, 1997 the Company has deferred
tax assets attributable to foreign subsidiaries. As the realization of these
deferred tax assets is unlikely, a valuation allowance in the amount of $858,642
has been established in the second quarter and is included in the quarterly tax
provision.
5. 12-Month Earnings Statement
Pursuant to section 11(A) of The Securities Act of 1933 and Rule 158, the
following is an unaudited quarterly and 12-month earnings statement covering
the period from July 1, 1996 through June 30, 1997 (in thousands).
<TABLE>
<CAPTION>
For the three months ended For the twelve
months ended
September 30, December 31, March 31, June 30, June 30,
1996 1996 1997 1997 1997
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Net sales $ 109,396 $ 135,273 $ 122,755 $ 108,043 $ 475,467
Cost of goods sold 93,875 117,179 106,208 97,057 414,319
--------- --------- --------- --------- ---------
Gross profit 15,521 18,094 16,547 10,986 61,148
SG&A expenses 10,436 13,055 12,928 18,285 54,754
--------- --------- --------- --------- ---------
Income (loss) from operations 5,085 5,039 3,619 (7,299) 6,394
Other expense 157 254 389 317 1,067
--------- --------- --------- --------- ---------
Income (loss) before income
taxes 4,928 4,785 3,230 (7,616) 5,327
--------- --------- --------- --------- ---------
Provision for (benefit from)
income taxes 1,726 1,728 1,164 (1,979) 2,639
--------- --------- --------- --------- ---------
Net income (loss) $ 3,202 $ 3,057 $ 2,066 $ (5,637) $ 2,688
========= ========= ========= ========= =========
</TABLE>
6. RECENT ACCOUNTING PRONOUNCEMENTS
In June 1997, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 130, "Comprehensive Income" ("FAS
130"). FAS 130 establishes standards for reporting and display of comprehensive
income and its components in a full set of financial statements. Comprehensive
income includes items such as foreign currency translation adjustments that are
currently being presented by the Company as a component of shareholders' equity.
The impact of adopting FAS 130 has not been determined. The Company will adopt
the statement for the year ending December 31, 1998.
In June 1997, the FASB issued SFAS No. 131, "Disclosure about Segments of an
Enterprise and Related Information" ("FAS 131"). FAS 131 establishes standards
for disclosures about operating segments in annual financial statements and
selected information in interim financial reports. It also establishes standards
for related disclosures about products and services, geographic areas and major
customers. FAS 131 supersedes FAS No. 14, "Financial Reporting for Segments of a
Business Enterprise." FAS 131 is effective for the year ending December 31, 1998
and requires restatement of earlier periods presented. The impact of adopting
FAS 131 has not been determined.
8
<PAGE> 9
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FORWARD-LOOKING INFORMATION
The matters described below contain forward-looking statements which involve
known and unknown risks, uncertainties and other factors that may cause actual
results, performance or achievements of the Company or industry trends to differ
materially from those expressed or implied by such forward-looking statements.
The following discussion and analysis should be read in conjunction with the
Risk Factors and other information contained in the Company's Annual Report on
Form 10-K for the year ended December 31, 1996.
General
Multiple Zones International, Inc. together with its majority owned subsidiaries
(collectively the "Company") is a leading international direct marketer of brand
name microprocessor-based hardware, software, accessories and peripheral
products for users of both the PC/Wintel ("PC") and Macintosh ("Mac") operating
systems. The Company markets over 18,000 products through its two flagship
catalogs, The Mac Zone (R) and The PC Zone (R). The Company began operations in
1988 by advertising in national trade publications. Catalog circulation
commenced with The Mac Zone in 1990, followed by The PC Zone in 1992.
International subsidiary operations and licensing activities commenced in 1992,
and outbound telemarketing operations, principally to business accounts, were
added in 1993. The Company distributed 25.6 million catalogs domestically in the
six months ended June 30, 1997, with additional circulation by its subsidiaries
and licensees through operations in 28 other countries worldwide.
Results of Operations
The following tables present the Company's unaudited consolidated results of
operations, in dollars and as a percentage of net sales, and selected domestic
operating data for the periods indicated. This information has been prepared by
the Company on a basis consistent with the Company's unaudited Consolidated
Financial Statements and, in the opinion of management, includes all
adjustments, consisting only of normal recurring accruals, necessary for a fair
presentation of the results of such periods.
9
<PAGE> 10
<TABLE>
<CAPTION>
Six months ended Three months ended
June 30, June 30,
---------------------- ----------------------
1997 1996 1997 1996
--------- --------- --------- ---------
(In thousands, except operating data)
<S> <C> <C> <C> <C>
Net sales $ 230,798 $212,338 $ 108,043 $111,411
Cost of sales 203,265 182,944 97,057 95,980
--------- -------- --------- --------
Gross profit 27,533 29,394 10,986 15,431
SG&A expenses 31,213 21,122 18,285 11,044
--------- -------- --------- --------
Income (loss) from operations (3,680) 8,272 (7,299) 4,387
Other expense 706 986 317 518
--------- -------- --------- --------
Income (loss) before taxes (4,386) 7,286 (7,616) 3,869
Provision for (benefit from) taxes (815) 2,671 (1,979) 1,427
--------- -------- --------- --------
Net income (loss) $ (3,571) $ 4,615 $ (5,637) $ 2,442
========= ======== ========= ========
</TABLE>
<TABLE>
<CAPTION>
Six months ended Three months ended
June 30, June 30,
-------------------------------- -------------------------------
1997 1996 1997 1996
------------- ------------- ------------- ------------
<S> <C> <C> <C> <C>
Net sales 100.0% 100.0% 100.0% 100.0%
Cost of sales 88.1 86.2 89.8 86.1
------------- ------------- ------------- ------------
Gross profit 11.9 13.8 10.2 13.9
SG&A expenses 13.5 10.0 16.9 9.9
------------- ------------- ------------- ------------
Income (loss) from operations -1.6 3.8 -6.7 4.0
Other expense 0.3 0.5 0.3 0.5
------------- ------------- ------------- ------------
Income (loss) before taxes -1.9 3.3 -7.0 3.5
Provision for (benefit from) taxes -0.4 1.3 -1.8 1.3
------------- ------------- ------------- ------------
Net income (loss) -1.5% 2.0% -5.2% 2.2%
============= ============= ============= ============
Selected domestic operating data:
Circulation 25,600,000 18,600,000 12,450,000 9,100,000
Number of shipments 631,000 556,000 271,000 273,000
Average order size $ 342 $ 362 $ 361 $ 388
</TABLE>
10
<PAGE> 11
Comparison of the Three-Month Periods ending June 30, 1997 and 1996.
Net Sales. Net sales decreased 3.1% to $108.0 million in the three months ended
June 30, 1997 from $111.4 million in the comparable period. The decrease
resulted primarily from a decrease in the domestic Mac product sales, partially
offset by an increase in domestic PC product sales.
Net domestic Mac product sales decreased to $49.7 million in the three months
ended June 30, 1997 from $71.3 million in the comparable period, a decrease of
30.3%. The decrease in the domestic Mac product sales reflects the overall
comparative weakness in demand for Mac products. Additionally, during the second
quarter of 1996, the Company participated in an end-of-life cycle buy-in of a
specific Macintosh product which generated sales of approximately $8.4 million.
Net domestic PC product sales increased to $40.8 million in the three months
ended June 30, 1997 from $26.6 million in the comparable period. This increase
is due primarily to an increase in PC catalog circulation, which increased to
4.8 million in the three months ended June 30, 1997 from 3.0 million in the
comparable period, and to growth in sales to business, education and government
accounts, which increased 41.9% to $32.5 million in the three months ended June
30, 1997 from $22.9 million in the comparable period.
International subsidiary net sales in the three months ended June 30, 1997 were
$17.5 million, an increase of 29.6% over the comparable period. The increase in
international subsidiary net sales resulted primarily from the addition of
subsidiaries in Sweden and Venezuela, as well as sales growth in the Company's
operations in France, Mexico and Germany.
Gross Profit. Gross profit decreased to $11.0 million in the three months ended
June 30, 1997 from $15.4 million in the comparable period, and decreased between
periods to 10.2% from 13.9% of net sales. During the second quarter of 1997, the
Company recorded inventory allowances totaling $2.5 million, related to slow
moving and excess inventories. In addition to these adjustments, gross margin
declined due to increased price competition, average unit selling price
compression and an increase in PC products sales, which carry a lower average
gross margin.
Selling, General and Administrative Expenses. SG&A expenses increased to $18.3
million in the three months ended June 30, 1997 from $11.0 million in the
comparable period, and increased between periods as a percentage of net sales to
16.9% from 9.9%. During the second quarter of 1997, the Company recorded several
charges to income, including $2.5 million related to allowances for
uncollectible vendor co-op receivables, $1.4 million related to the write-off
of international goodwill, severance expense of $490,000, write-off of other
assets totaling $378,000, write-off of $234,000 related primarily to asset
valuation adjustments for the Company's subsidiary in the Netherlands and
additional professional fees of $243,000. In addition to these adjustments,
SG&A expense increased due to higher salary costs, and depreciation and
facilities costs associated with the relocation of the corporate headquarters
to a new facility in the third quarter of 1996.
Other Expense. Other expense decreased to $317,000 in the three months ended
June 30, 1997 from $518,000 in the comparable period, primarily as a result of
lower interest expense related to lower levels of borrowing on the Company's
primary line of credit, partially offset by the loss on disposal of assets
totaling $157,000 in the second quarter of 1997.
11
<PAGE> 12
Income Tax (Benefit) Expense. The income tax benefit for the three months ended
June 30, 1997 was $2.0 million. The income tax expense for the three months
ended June 30, 1996 was $1.4 million. During the second quarter of 1997, the
Company established a valuation allowance of $859,000 relating to the write-off
of the goodwill which has decreased the income tax benefit.
Net (Loss) Income. As a result of the above factors, a net loss of $5.6 million
or 5.2% of net sales was incurred for the three months ended June 30, 1997. Net
income for the three months ended June 30, 1996 was $2.4 million or 2.2% of net
sales.
Comparison of the Six-Month Periods ending June 30, 1997 and 1996.
Net Sales. Net sales increased 8.7% to $230.8 million in the six months ended
June 30, 1997 from $212.3 million in the comparable period. The increase
resulted primarily from an increase in domestic PC product sales offset by a
decrease in domestic Mac product sales.
Net domestic PC product sales increased to $85.8 million in the six months ended
June 30, 1997 from $49.7 million in the comparable period. This increase is due
primarily to an increase in catalog circulation to 9.5 million in the six months
ended June 30, 1997 from 6.0 million in the comparable period, and to growth in
sales to business, education and government accounts, which increased 62.3% to
$65.4 million in the six months ended June 30, 1997 from $40.3 million in the
comparable period.
Net domestic Mac product sales decreased to $112.1 million in the six months
ended June 30, 1997 from $135.3 million in the comparable period, a decrease of
16.7%. The decrease in the domestic Mac product sales reflects the comparative
overall weakness in demand for Mac products. Additionally, during the second
quarter of 1996, the Company participated in an end-of-life cycle buy-in of a
specific Macintosh product which generated sales of approximately $8.4 million.
International subsidiary net sales in the six months ended June 30, 1997 were
$32.9 million, an increase of 20.5% over the comparable period. The increase in
international subsidiary net sales resulted primarily from the addition of
subsidiaries in Sweden and Venezuela, as well as sales growth in the Company's
operations in France, Mexico and Germany.
Gross Profit. Gross profit decreased to $27.5 million in the six months ended
June 30, 1997 from $29.4 million in the comparable period, and decreased between
periods to 11.9% from 13.8% of net sales. During the second quarter of 1997, the
Company recorded inventory allowances totaling $2.5 million, related to slow
moving and excess inventories. In addition to these adjustments, gross margin
declined due to increased price competition, average unit selling price
compression and an increase in the PC products sales, which carry a lower
average gross margin.
Selling, General and Administrative Expenses. SG&A expenses increased to $31.2
million in the six months ended June 30, 1997 from $21.1 million in the
comparable period, and increased between periods as a percentage of net sales to
13.5% from 10.0%. During the second quarter of 1997, the Company recorded
several charges to income, including $2.5 million related to allowances for
uncollectible vendor co-op receivables, $1.4 million related to the write-off
of international goodwill, severance expense of $490,000, write-off of other
assets totaling $378,000, write-off of $234,000 related primarily to asset
valuation adjustments for the Company's subsidiary in the Netherlands and
additional professional fees of $243,000. In addition to these adjustments,
SG&A expense increased due to higher salary costs, and facilities and
depreciation costs associated with the relocation of the corporate headquarters
to a new facility in the third quarter of 1996.
12
<PAGE> 13
Other Expense. Other expense decreased to $706,000 in the six months ended June
30, 1997 from $986,000 in the comparable period, primarily as a result of lower
interest expense related to lower levels of borrowing on the Company's primary
line of credit, partially offset by the loss on disposal of assets totaling
$157,000 in the second quarter of 1997.
Income Tax (Benefit) Expense. The income tax benefit for the six months ended
June 30, 1997 was $815,000. The income tax expense for the six months ended June
30, 1996 was $2.7 million. During the second quarter of 1997, the Company
established a valuation allowance of $859,000 relating to the write-off of the
goodwill which has decreased the income tax benefit.
Net (Loss) Income. As a result of the above factors, a net loss of $3.6 million
or 1.5% of net sales was incurred for the six months ended June 30, 1997. Net
income for the six months ended June 30,1996 was $4.6 million or 2.0% of net
sales.
Trends
In 1997, the Company increased its focus on PC product sales and sales to
business, education and government accounts. PC product sales have grown to
45.1% of domestic net sales for the second quarter of 1997 from 41.9% and 27.2%
in the first quarter of 1997 and second quarter of 1996, respectively. However,
domestic net PC product sales decreased 9.3% to $40.8 million for the second
quarter of 1997 from $45.0 million for the first quarter of 1997. The dollar
decrease in PC product sales is due to a lower than expected level of catalog
sales and a decline in average selling prices.
Domestic net sales to business, education and government accounts were $32.5
million in second quarter of 1997 compared to $32.8 million and $22.9 million in
the first quarter of 1997 and second quarter of 1996, respectively. The number
of outbound telemarketing staff increased to 100 as of June 30,1997 compared to
77 at March 31, 1997 and 63 at June 30, 1996. However, since most of the
increase in staff occurred late in the quarter, the second quarter net sales did
not benefit from the addition of these new employees.
PC product sales and sales to business accounts tend to carry a lower average
gross margin percentage and have contributed to a decrease in the gross margin
percentage to 10.2% in the second quarter of 1997 from 13.5% and 13.9% in the
first quarter of 1997 and second quarter of 1996, respectively.
Net domestic Mac product sales decreased to $49.7 million in the second quarter
of 1997 from $62.4 million and $71.3 million in the first quarter of 1997 and
second quarter of 1996, respectively. Circulation of The Mac Zone decreased to
7.0 million in the second quarter of 1997 compared to 8.0 million in the first
quarter of 1997 but increased from 6.0 million in the second quarter of 1996.
The Company plans to circulate 6.0 million and 8.0 million Mac Zone catalogs in
the third and fourth quarters of 1997, respectively. A further decline in the
demand for Mac products could have a material adverse effect on the Company's
future results of operations.
Pricing in the microcomputer software and hardware industry is very aggressive.
The Company expects pricing pressures to continue. In order to remain
competitive, the Company may be required to reduce its prices. Such a reduction
in prices could have a material adverse effect on the Company's future results
of operations.
13
<PAGE> 14
Seasonal Factors
Seasonal factors cause sales of microcomputer software and hardware products
through the direct marketing channel to be somewhat stronger in the first and
fourth calendar quarter than in the second and third quarter. Sales during the
fourth quarter tend to be stronger as manufacturers make year-end introductions
of new products and increase related marketing activities, and as corporate
purchasing activities increase at the end of budgetary cycles. Sales in the
first quarter typically benefit from the fourth quarter sales as customers add
peripherals and additional memory.
The market for microcomputer products is characterized by rapid changes and
frequent introductions of new products and product enhancements. These changes
result in rapid price fluctuations. Typically, prices of microcomputer products
initially increase with improvements in features, such as processing speed and
storage capacity. Prices subsequently decrease as manufacturers pass on savings
from lower-cost components and reduce their inventory of older models.
Inflation
The Company does not believe that inflation has had a material impact on its
results of operations. However, there can be no assurance that inflation will
not have such an effect in future periods.
Liquidity and Capital Resources
As of June 30, 1997, the Company had total assets of $90.6 million, of which
$78.1 million were current assets. At June 30, 1997 and December 31, 1996 the
Company had cash and cash equivalents of $1.0 million and $976,000,
respectively, and working capital of $36.9 million and $39.8 million,
respectively. Net cash provided by (used in) operating activities was $8.6
million and ($10.4) million for the six months ended June 30, 1997 and 1996,
respectively. Cash inflows in the six months ended June 30, 1997 were primarily
due to a reduction in accounts receivable and inventories. In the six months
ended June 30, 1997 accounts receivable decreased $11.5 million primarily as a
result of decreased receivables from vendors for returned product and decreased
receivables from business accounts. Inventories decreased $39.9 million
resulting from efforts to improve inventory turns and reduce inventory
overstocking. Cash outflows in the six months ended June 30, 1996 were primarily
due to higher accounts receivable resulting from growing sales to business
accounts, and to increased inventories necessary to support rapidly growing
sales. In the six months ended June 30, 1996 accounts receivable increased $10.3
million and inventories increased $5.3 million.
Cash outlays for capital expenditures were $2.9 million and $1.5 million in the
six months ended June 30, 1997 and 1996, respectively. These expenditures were
primarily for information and telecommunication system enhancements, furniture
and equipment and leasehold improvements.
During the six months ended June 30, 1997 and 1996 the effect of the foreign
exchange rate on cash was an outflow of $127,000 and $28,000.
The Company has a domestic revolving line of credit of $30.0 million from a
commercial bank collateralized by accounts receivable. At June 30, 1997, there
were borrowings outstanding under the facility of $1.2 million. Additionally, at
June 30, 1997, the Company had $2.0 million of unused letters of credit.
In May 1997, the Company obtained an additional $20.0 million line of credit
from a commercial lender collateralized by inventory.
The net amount of vendor credit outstanding at June 30, 1997 was $29.2 million
of which $12.5 million was drawn from a $30 million inventory financing
facility between the Company and a commercial lender, which provides financing
for, and is collateralized by, inventory purchased from certain participating
vendors.
The Company believes that its existing available cash and cash equivalents,
operating cash flow and existing credit facilities will be sufficient to satisfy
its operating cash needs for at least the next 12 months. However, if working
capital or other capital requirements are greater than currently anticipated,
the Company could be required to seek additional funds through sales of equity,
debt or convertible securities or increased credit facilities. There can be no
assurance that additional financing will be available or that, if available, the
financing will be on terms favorable to the Company and its shareholders.
14
<PAGE> 15
Statement under the Private Securities Litigation Reform Act of 1995
With the exception of the historical information contained herein, the matters
described herein contain forward-looking statements that involve risk and
uncertainties including but not limited to variability of quarterly results,
reliance on vendor support and relationships, and dependence on sales of Mac
products. These and other risk factors are described generally in the Risk
Factors section of the Company's Annual Report on Form 10-K for the year ended
December 31, 1996.
Item 4. Submission of Matters to a Vote of Security Holders.
At the Company's Annual Meeting of Shareholders held on April 22, 1997, the
following individuals were elected to the Board of Directors:
Votes For Votes Withheld
---------- --------------
John H. Bauer 11,159,377 218,346
John T. Carleton 11,159,377 218,346
John E. DeFeo 11,159,377 218,346
Sadrudin J. Kabani 11,159,377 218,346
Firoz H. Lalji 11,159,377 218,346
Carol L. Miltner 11,159,377 218,346
Paul E. Monson 11,159,377 218,346
Steve Sarich, Jr. 11,159,377 218,346
The following proposals were approved at the Company's Annual Meeting:
Affirmative Negative Votes
Votes Votes Withheld
------------- --------- ---------
1. Stock Option Agreement for
John E. Defeo, President
and CEO of the Company 11,141,085 228,438 8,200
2. Ratify the appointment of
Coopers & Lybrand LLP as
Independent Auditors for the
year ending December 31, 1997 11,371,723 400 5,600
15
<PAGE> 16
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
11.1 Computation of Earnings Per Share
27.1 Financial Data Schedule
(b) Reports on Form 8-K
No Reports on Form 8-K were filed during the Quarter ended June 30,
1997.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned:
MULTIPLE ZONES INTERNATIONAL, INC.
Dated: August 13, 1997 By:___________________________________________
John E. DeFeo, Chief Executive
Officer and President
Dated: August 13, 1997 By:___________________________________________
Peter J. Biere, Chief Financial Officer
16
<PAGE> 17
EXHIBIT INDEX
Exhibits
11.1 Computation of Earnings Per Share
27.1 Financial Data Schedule
17
<PAGE> 1
Exhibit 11.1
MULTIPLE ZONES INTERNATIONAL, INC.
COMPUTATION OF PRIMARY EARNINGS PER SHARE
<TABLE>
<CAPTION>
Six Months Ended Three Months Ended
June 30, June 30,
---------------------------- -----------------------------
1997 1996 1997 1996
------------ ---------- ------------ -----------
<S> <C> <C> <C> <C>
Net income (loss) $ (3,570,738) $4,615,177 $ (5,636,341) $ 2,442,116
Adjustment to net income for accretion of
Series B convertible Preferred Stock (459,262) (229,631)
------------ ---------- ------------ -----------
Net income (loss) applicable to common stock
equivalents $ (3,570,738) $4,155,915 $ (5,636,341) $ 2,212,485
============ ========== ============ ===========
Shares used in calculating primary earnings (loss)
per share:
Weighted average common shares
outstanding 12,928,233 9,375,000 12,929,800 9,375,000
Net effect of stock options and
warrants calculated using the
treasury stock method 440,889 440,922
------------ ---------- ------------ -----------
Total shares 12,928,233 9,815,889 12,929,800 9,815,922
============ ========== ============ ===========
Primary earnings (loss)
per share $ (0.28) $ 0.42 $ (0.44) $ 0.23
============ ========== ============ ===========
</TABLE>
19
<PAGE> 2
MULTIPLE ZONES INTERNATIONAL, INC.
COMPUTATION OF FULLY DILUTED EARNINGS PER SHARE
<TABLE>
<CAPTION>
Six Months Ended Three Months Ended
June 30, June 30,
--------------------------- ---------------------------
1997 1996 1997 1996
------------ ----------- ------------ -----------
<S> <C> <C> <C> <C>
Net income (loss) $ (3,570,738) $ 4,615,177 $ (5,636,341) $ 2,442,116
Shares used in calculating fully
diluted earnings (loss) per
share:
Weighted average common shares
outstanding 12,928,233 9,375,000 12,929,800 9,375,000
Net effect of stock options and
warrants calculated using the
treasury stock method 473,302 473,465
Weighted average Series B Convertible Preferred Stock
issued during the 12 months prior to the public offering
calculated using the treasury stock method and treated
as outstanding of the entire period 390,367 390,367
------------ ----------- ------------ -----------
Total shares 12,928,233 10,238,669 12,929,800 10,238,832
============ =========== ============ ===========
Fully diluted earnings
(loss) per share $ (0.28) $ 0.45 $ (0.44) $ 0.24
============ =========== ============ ===========
</TABLE>
20
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> APR-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 1,028,463
<SECURITIES> 0
<RECEIVABLES> 35,272,671
<ALLOWANCES> 0
<INVENTORY> 35,139,693
<CURRENT-ASSETS> 78,065,906
<PP&E> 11,068,976
<DEPRECIATION> 0
<TOTAL-ASSETS> 90,558,409
<CURRENT-LIABILITIES> 41,151,925
<BONDS> 0
0
0
<COMMON> 37,380,555
<OTHER-SE> 8,798,434
<TOTAL-LIABILITY-AND-EQUITY> 90,558,409
<SALES> 108,043,067
<TOTAL-REVENUES> 108,043,067
<CGS> 97,056,784
<TOTAL-COSTS> 18,285,156
<OTHER-EXPENSES> 317,128
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (7,616,001)
<INCOME-TAX> (1,979,660)
<INCOME-CONTINUING> (5,636,341)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (5,636,341)
<EPS-PRIMARY> (0.44)
<EPS-DILUTED> (0.44)
</TABLE>
