<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1996
------------------
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
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Commission file number 0-28834
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Abacus Direct Corporation
- --------------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Delaware 84-111816 6
- --------------------------------------- ------------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
8774 Yates Drive, Westminster, Colorado 80030
- --------------------------------------------------------------------------------
(Address of principal executive offices)
(303) 657-2800
- --------------------------------------------------------------------------------
(Issuer's telephone number)
Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 issuer has been subject to the filing requirements of the Exchange Act
since September 26, 1996.
State the number of shares outstanding of the issuer's class of common equity,
as of the last practicable date: common stock, $.001 par value; 9,501,072
shares outstanding as of November 10, 1996.
<PAGE> 2
PART I
ITEM 1. FINANCIAL STATEMENTS.
ABACUS DIRECT CORPORATION
STATEMENT OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended September 30, Nine Months Ended September 30,
1996 1995 1996 1995
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Revenue $ 6,368 $ 3,105 $ 12,415 $ 6,458
Cost of Revenue 854 480 2,324 1,372
------------ ------------ ------------ ------------
Gross Profit 5,514 2,625 10,091 5,086
Other Operating Costs
Sales and marketing 1,282 654 3,140 1,782
Research and development 232 95 540 300
General and administration 657 452 1,894 1,208
------------ ------------ ------------ ------------
Total Operating Expenses 2,171 1,201 5,574 3,290
Operating Profit 3,343 1,424 4,517 1,796
Interest and Other Income (Expense) . (51) (49) (167) (146)
------------ ------------ ------------ ------------
Net Income Before Income Taxes 3,292 1,375 4,350 1,650
Income tax expense 1,317 254 1,740 305
------------ ------------ ------------ ------------
Net Income $ 1,975 $ 1,121 $ 2,610 $ 1,345
============ ============ ============ ============
Earnings Per Common Share $ 0.21 $ 0.12 $ 0.27 $ 0.15
Weighted Average Number of Common and
Common Equivalent Shares Outstanding 9,523 9,212 9,530 9,200
============ ============ ============ ============
</TABLE>
See notes to financial statements.
<PAGE> 3
ABACUS DIRECT CORPORATION
BALANCE SHEET
(In thousands)
<TABLE>
<CAPTION>
September 30, December 31,
1996 1995
-------------- --------------
(unaudited)
<S> <C> <C>
Assets
Current assets
Cash and cash equivalents $ 1,526 $ 1,345
Accounts receivable, (net of
allowance for doubtful
accounts of $270 and $126,
respectively) 5,112 2,397
Prepaid expenses and other
current assets 1,064 121
Deferred tax assets 120 120
-------------- --------------
Total current assets 7,822 3,983
Notes Receivable from stockholder 38 38
Property and equipment, net 1,657 1,029
-------------- --------------
$ 9,517 $ 5,050
============== ==============
Liabilities and Stockholders' Equity
Current Liabilities
Accounts payable $ 601 $ 79
Accrued expenses 1,588 515
Current maturities of long term debt 1,056 604
Income Tax Payable 1,039 361
-------------- --------------
Total current liabilities 4,284 1,559
Long-term debt 1,433 2,301
Stockholders' equity
Common Stock, $.001 par value;
25,000,000 shares authorized;
9,501,072 and 9,046,529 shares
issued and outstanding, respectively 10 9
Additional paid-in capital 5,233 277
Stock subscription receivable (4,957) 0
Retained Earnings 3,514 904
-------------- --------------
Total stockholders' equity 3,800 1,190
-------------- --------------
$ 9,517 $ 5,050
============== ==============
</TABLE>
See notes to financial statements.
<PAGE> 4
ABACUS DIRECT CORPORATION
STATEMENT OF CASH FLOWS
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended September 30,
1996 1995
------------ -----------
<S> <C> <C>
Operating Activities
Net Income $ 2,610 1,345
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation and amortization 447 353
Loss on sale or disposal of equipment 0 8
Provision for doubtful accounts receivable 144 93
Deferred tax assets 0 0
Changes in:
Accounts receivable (2,859) (1,160)
Prepaid expenses and other assets (943) (14)
Accounts payable 522 37
Accrued expenses 1,073 707
Income taxes payable 678 45
------------ -----------
Net cash provided by operating activities 1,672 1,414
------------ -----------
Investing Activities
Purchases of property and equipment (1,075) (528)
Proceeds from sale or disposal of equipment 0 3
Note receivable from stockholder 0 (8)
------------ -----------
Net Cash provided by (used in)
investing activities (1,075) (533)
------------ -----------
Financing Activities
Principal payment on long term debt (416) (290)
Issuance and redemption of stock 0 (3)
Redemption of Series A Preferred Stock 0 (850)
------------ -----------
Net cash used in financing activities (416) (1,143)
------------ -----------
Net increase (decrease) in cash and cash equivalents 181 (262)
Cash and cash equivalents at beginning of period 1,345 1,856
------------ -----------
Cash and cash equivalents at end of period $1,526 $1,594
============ ===========
Supplemental Disclosure of Cash Flow Information
Interest paid $206 $210
Incomes taxes paid $956 $22
Supplemental Schedule of Non-cash
Investing and Financing Activities
Capital lease obligations incurred $0 $63
Stock issued under subscription $4,957 $0
</TABLE>
See notes to financial statements.
<PAGE> 5
ABACUS DIRECT CORPORATION
NOTES TO FINANCIAL STATEMENTS
The condensed financial statements included herein have been prepared by Abacus
Direct Corporation (the "Company"), without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission, and in the opinion of
management contain all adjustments (consisting of only normal recurring
adjustments) necessary to present fairly the financial position of the Company.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to such rules and regulations, although
the Company believes that the disclosures are adequate to make the information
presented not misleading. It is suggested that these condensed financial
statements be read in conjunction with the financial statements and the notes
thereto included in the Company's Prospectus dated September 26, 1996.
Notes 1 Initial Public Offering
On September 27, 1996 the Company completed an initial public offering of
5,068,000 shares (excluding the subsequent sale of 760,200 shares by certain
selling stockholders of the Company solely to cover over-allotments). Of the
total 5,068,000 shares offered, the Company issued 454,545 shares at a price of
$14.00 subject to 7% underwriting fees, thereby netting $13.02 per share or
$5,918,000. Other costs associated with the offering totaled $961,000.
Because the public offering closed on October 2, 1996, after the end of the
third quarter, a stock subscription receivable net of offering costs of,
$4,957,000, is reported at September 30, 1996.
Note 2 Redemption of Subordinated Debentures -- Subsequent Event
On October 2, 1996, the Company, utilizing some of the proceeds of the
offering, retired all of its outstanding subordinated debentures totaling
$2,445,000.
<PAGE> 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
MANAGEMENT'S DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
Three Months Ended September 30, 1996 compared with Three Months Ended
September 30, 1995
The Company's revenue from operations in the third quarter of 1996 increased
105.1% to $6.4 million from $3.1 million in the third quarter of 1995. Net
sales rose primarily due to higher sales penetration with each client, and
increased sales to new and existing clients and (to a lesser extent) an
expanded product line.
The third quarter cost of operations increased 78.0% to $854,000 from $480,000
in the third quarter last year. As a percentage of revenue, cost of operations
decreased from 15.5% in last year's third quarter to 13.4% in 1996. Although the
Company made substantial investments in increasing capacity to facilitate the
rapid increase in sales, the Company benefited from earlier investments in its
software, hardware and processing systems which resulted in a lower cost of
revenue.
Sales and marketing expenses increased 95.9% to $1,282,000 in the third quarter
this year from $654,000 in the same quarter last year. As a percent of revenue,
sales and marketing expenses decreased to 20.1% in the third quarter from 21.1%
in 1995. The increased expenses reflects the Company's emphasis on expanding
its selling staff to increase sales penetration among existing and new clients.
Further contributing to the higher level of expense was the sales staff
commission program which provides incentives for overachieving sales targets
during the period.
Research and development expenses increased 144.2% to $232,000 in the third
quarter this year from $95,000 in the same quarter last year. As a percent of
revenue, research and development increased to 3.6% in the third quarter from
3.1% in 1995. The increase in expense resulted from the Company's efforts to
intensify it's research and development efforts to achieve increased product
performance for clients and to develop new products to expand use of its
database. In the third quarter, expenses included start-up development costs
for the Abacus E-Net, an electronic data transmission network between the
Company and several large service bureaus in the industry to more effectively
deliver the Company's products to new as well as existing clients.
General and administrative expenses increased 45.4% for the third quarter this
year to $657,000 from $452,000 in the same quarter last year. As a percent of
revenue, general and administrative expenses decreased from 14.5% in last year's
third quarter to 10.3% this year. The expense ratio decreased due to relatively
lower variable costs and rapid revenue growth.
Operating profit increased 134.8% during the quarter ending September 30, 1996
to $3.3 million from $1.4 million in the same quarter of 1995. As a percent of
revenue, operating profits in the third quarter rose to 52.5% from 45.9% in
1995. The increase can be attributed to the increased revenue combined with
economies of scale being achieved in many areas along with the Company's
ability to leverage its database resource among new and existing clients.
<PAGE> 7
The Company's effective income tax rate for the third quarter of 1996 was
calculated on an estimated annualized rate of 40% compared to an effective rate
of 18.5% for the same period in 1995 when the Company utilized certain available
tax benefits arising in prior years.
Net income in the third quarter of 1996 was $2.0 million or $0.21 per share
compared with net income of $1.1 million of $0.12 per share in the third
quarter last year.
Nine Months Ended September 30, 1996 compared with Nine Months Ended September
30, 1995
The Company's revenue from operations in the first nine months of 1996 increased
92.2% to $12.4 million from $6.5 million in the first nine months of 1995. The
increase in sales was broad based among prospecting, housefile and optimization
revenues. Existing clients accounted for 72% of the increased sales of these
services while the remaining 28% resulted from a 31% increase in clients during
the twelve month period ending September 30, 1996.
During the three quarters ending September 30, 1996, cost of operations
increased 69.4% to $2.3 million from $1.4 million in the third quarter last
year. As a percentage of revenue, cost of operations decreased from 21.2% in
last year's three quarters to 18.7% in 1996. Substantial investments in
staffing and hardware were made during the period to accommodate faster than
anticipated revenue growth. Nevertheless, these expenses along with the less
variable costs of licenses and depreciation grew at a much lower rate than
sales.
Sales and marketing expenses increased 76.2% to $3.1 million in the nine
months ending September 30, 1996 from $1.8 million in the same period last
year. As a percent of revenue, sales and marketing expenses decreased to 25.3%
in the first nine months from 27.6% in 1995. As in the third quarter,
substantially all of the increase reflects increased staffing and compensation
to provide better client coverage and service to provide increased revenue
opportunities.
Research and development expenses increased 80.0% to $540,000 in the first nine
months this year from $300,000 in the same quarter last year. As a percent of
revenue, research and development decreased to 4.3% in first three quarters of
1996 from 4.6% in 1995. Increased expenses resulted from a 100% increase in the
number of statisticians employed in 1996 to develop improved methodologies in
pursuit of enhancing the performance of the data products the Company delivers.
General and administrative expenses increased 56.8% to $1.9 million for the nine
months ending September 30, 1996 from $1.2 million in 1995. As a percent of
revenue, general and administrative expenses decreased from 18.7% during last
year's first nine months to 15.3% during the same period this year. The
decrease in this expense ratio reflects relatively modest increases in staffing
compared to sales growth, particularly in the third quarter.
Operating profit increased 151.5% to $4.5 million during the first nine months
of 1996 compared to $1.8 million in the same quarter of 1995. As a percent of
revenue, operating profits in the nine months ending September 30, 1996 rose
to 36.4% from 27.8% in 1995. Because
<PAGE> 8
of the excellent revenue results particularly in the second and third quarters,
margins grew to higher levels than anticipated.
Net income for nine months ended September 30, 1996 was $2.6 million or $0.27
per common share compared with net income of $1.3 million of $0.15 per share in
the third quarter last year. Net income for 1995 reflects an effective tax rate
of only 18.5% due to tax benefits available in that year.
SEASONALITY
The Company's business is seasonal in nature. The third and fourth quarters
of each year, include the peak selling season during which the Company is
supplying the catalog industry with data services in advance of the
Thanksgiving and Christmas holidays. In the first and second quarters, orders
are fewer and smaller. As a result, cost of operations, sales and marketing,
research and development, and general and administrative expenses as a
percentage of revenues are usually higher during the first half of each year.
LIQUIDITY AND CAPITAL RESOURCES
The Company met its short-term liquidity needs and its capital requirements
through funds generated from operations. Additionally, the Company met all
requirements of principal reduction on subordinated debentures through funds
generated from operations. These debentures totaling $2,445,000 were retired in
full using proceeds generated from the initial public offering on October 2,
1996.
The Company believes that its cash flow from operations will provide adequate
resources to meet its capital requirements and operational needs for the
foreseeable future.
<PAGE> 9
PART II
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The Company's predecessor, Abacus Direct Corporation, a Colorado corporation
("Abacus Colorado"), held a special meeting of stockholders on August 19, 1996.
3,350,562 shares of common stock of Abacus Colorado were entitled to vote at
such meeting of which, 3,344,697 shares were present in person or by proxy. All
of the 3,344,697 shares present were voted in favor of a proposal to
reincorporate Abacus Colorado under the laws of the State of Delaware and effect
a 2.7 for 1 stock split by means of a merger (the "Merger") of Abacus Colorado
with and into the Company, a newly formed wholly-owned subsidiary of Abacus
Colorado incorporated in the State of Delaware for such purpose.
On August 15, 1996, the sole stockholder of the Company, approved the Company's
1996 Stock Incentive Plan by written consent. On August 19, 1996, the sole
stockholder of the Company, approved the Merger by written consent.
ITEM 5. OTHER INFORMATION.
On October 2, 1996 and October 28, 1996 the Company consummated an initial
public offering of an aggregate of 5,828,200 shares of its common stock at
$14.00 per share (less underwriters discounts and commissions of 7%), including
4,613,455 shares sold by certain stockholders of the Company and 760,200 shares
sold by certain stockholders of the Company solely to cover over-allotments. On
October 2, 1996, utilizing a portion of the proceeds of such offering, the
Company paid an aggregate of $2,445,000 to retire all of its outstanding
subordinated debentures.
On November 5, 1996 the Board of Directors of the Company appointed Anthony H.
Lee to the Board of Directors as contemplated in the Prospectus of the Company
dated September 26, 1996.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
a. Exhibits
<PAGE> 10
The following Exhibits are hereby filed as part of this Quarterly
Report on Form 10-QSB:
Number Exhibit
- ------ -------
10.1 Agreement and Plan of Merger between Abacus Colorado and the
Company. Incorporated by reference to Exhibit 2.01 to the
Company's Registration Statement on Form SB-2, Registration
Number 333-5380.
10.2 1996 Stock Incentive Plan of the Company. Incorporated by
reference to Exhibit 10.02 to the Company's Registration
Statement on Form SB-2, Registration Number 333-5380.
11.1 Statement re: computation of earnings per share.
27.1 Financial Data Schedule (for EDGAR filing only).
<PAGE> 11
SIGNATURE
In accordance with the requirements of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
ABACUS DIRECT CORPORATION
By /s/ Karl M. Friedman
-----------------------------------------
Karl M. Friedman
Senior Vice President - Finance and Chief
Financial Officer
<PAGE> 12
EXHIBIT INDEX
<TABLE>
<CAPTION>
Number Exhibit
- ------ -------
<S> <C>
10.1 Agreement and Plan of Merger between Abacus Colorado and the
Company. Incorporated by reference to Exhibit 2.01 to the
Company's Registration Statement on Form SB-2, Registration
Number 333-5380.
10.2 1996 Stock Incentive Plan of the Company. Incorporated by
reference to Exhibit 10.02 to the Company's Registration
Statement on Form SB-2, Registration Number 333-5380.
11.1 Statement re: computation of earnings per share.
27.1 Financial Data Schedule (for EDGAR filing only).
</TABLE>
<PAGE> 1
EXHIBIT 11.1
ABACUS DIRECT CORPORATION
COMPUTATION OF EARNINGS PER SHARE
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended September 30 Nine Months Ended September 30
1996 1995 1996 1995
<S> <C> <C> <C> <C>
Net Income $ 1,974,681 $ 1,121,430 $ 2,610,004 $ 1,345,132
Average shares of common stock
outstanding during the period 9,061,349 9,046,534 9,051,472 9,078,271
Incremental shares from assumed
exercise of stock options and grants
(primary) 461,568 165,666 478,464 121,947
--------------- --------------- --------------- ---------------
9,522,917 9,212,200 9,529,937 9,200,218
Earnings Per Common Share $ 0.21 $ 0.12 $ 0.27 $ 0.15
=============== =============== =============== ===============
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 1,527
<SECURITIES> 0
<RECEIVABLES> 5,382
<ALLOWANCES> 270
<INVENTORY> 0
<CURRENT-ASSETS> 7,822
<PP&E> 3,448
<DEPRECIATION> 1,790
<TOTAL-ASSETS> 9,517
<CURRENT-LIABILITIES> 4,284
<BONDS> 1,433
0
0
<COMMON> 10
<OTHER-SE> 3,790
<TOTAL-LIABILITY-AND-EQUITY> 9,517
<SALES> 0
<TOTAL-REVENUES> 12,632
<CGS> 0
<TOTAL-COSTS> 7,898
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 144
<INTEREST-EXPENSE> 167
<INCOME-PRETAX> 4,350
<INCOME-TAX> 1,740
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,610
<EPS-PRIMARY> 0.27
<EPS-DILUTED> 0
</TABLE>
