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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(MARK ONE)
[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 0-28834
ABACUS DIRECT CORPORATION
(Exact name of small business issuer as specified in its charter)
<TABLE>
<C> <C>
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) (Zip Code)
</TABLE>
(303) 657-2800
(Issuer's telephone number)
(Former name, former address and former fiscal year, if changed since last
report)
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 [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
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;
9,578,628 shares outstanding as of August 13, 1997.
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
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PART 1
ITEM 1. FINANCIAL STATEMENTS
ABACUS DIRECT CORPORATION
STATEMENT OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------ -----------------
1997 1996 1997 1996
-------- ------- ------- -------
<S> <C> <C> <C> <C>
Net revenues............................................ $10,756 $6,368 $22,267 $12,415
Cost of revenues........................................ 1,639 967 4,228 2,698
------- ------ ------- -------
Gross profit.......................................... 9,117 5,401 18,039 9,717
Operating expenses:
Selling and marketing................................. 2,395 1,257 5,759 3,100
General and administrative............................ 1,047 532 2,763 1,450
Research and development.............................. 329 269 1,040 650
------- ------ ------- -------
Total operating expenses...................... 3,771 2,058 9,562 5,200
Income from operations.................................. 5,346 3,343 8,477 4,517
Interest and other income (expense), net................ (28) (51) 93 (167)
------- ------ ------- -------
Income before income taxes.............................. 5,318 3,292 8,570 4,350
Income tax expense.................................... 1,941 1,317 3,128 1,740
------- ------ ------- -------
Net income.............................................. $ 3,377 $1,975 $ 5,442 $ 2,610
======= ====== ======= =======
Earnings per share...................................... $ 0.33 $ 0.21 $ 0.53 $ 0.27
Weighted average number of common and common equivalent
shares outstanding.................................... 10,243 9,523 10,191 9,530
======= ====== ======= =======
</TABLE>
See notes to condensed financial statements
1
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ABACUS DIRECT CORPORATION
BALANCE SHEET
(IN THOUSANDS)
ASSETS
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1997 1996
------------- ------------
(UNAUDITED)
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents................................... $ 6,815 $ 5,924
Accounts receivable (less allowance for doubtful accounts of
$814 and $375, respectively).............................. 9,669 3,735
Prepaid expenses and other assets........................... 722 582
------- -------
Total current assets.............................. 17,206 10,241
Property and equipment, net................................. 3,078 1,823
------- -------
$20,284 $12,064
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable............................................ 433 225
Accrued expenses:
Sales commissions......................................... 457 165
Bonuses................................................... 836 647
Vacations................................................. 323 261
Other accruals............................................ 727 436
Current maturities of long-term debt........................ 13 13
Income tax payable.......................................... 884 276
------- -------
Total current liabilities......................... 3,673 2,023
Long-term debt.............................................. 18 29
STOCKHOLDERS' EQUITY
Common stock, $.001 par value............................... 10 10
Additional paid-in capital.................................. 6,372 5,233
Retained earnings........................................... 10,211 4,769
------- -------
Total stockholders' equity........................ 16,593 10,012
------- -------
$20,284 $12,064
======= =======
</TABLE>
See notes to condensed financial statements
2
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ABACUS DIRECT CORPORATION
STATEMENT OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
------------------
1997 1996
------- -------
<S> <C> <C>
OPERATING ACTIVITIES
Net income.................................................. $ 5,442 $ 2,610
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization............................. 820 447
Loss on sale of equipment................................. 1 0
Changes in:
Accounts receivable, net............................... (5,934) (2,715)
Prepaid expenses and other assets...................... (140) (943)
Accounts payable....................................... 208 522
Accrued expenses....................................... 833 1,073
Income taxes payable................................... 961 678
------- -------
Net cash provided by operating activities......... 2,191 1,672
------- -------
INVESTING ACTIVITIES
Purchases of property and equipment......................... (2,084) (1,075)
Proceeds from sales of equipment............................ 10 0
------- -------
Net cash used in investing activities............. (2,074) (1,075)
------- -------
FINANCING ACTIVITIES
Principal payments on long-term debt........................ (11) (416)
Issuances of stock.......................................... 785 0
------- -------
Net cash provided by (used in) financing
activities....................................... 774 (416)
------- -------
Net increase in cash and cash equivalents................... 891 181
Cash and cash equivalents at beginning of period............ 5,924 1,345
------- -------
Cash and cash equivalents at end of period.................. $ 6,815 $ 1,526
======= =======
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid............................................... $ 1 $ 206
Income taxes paid........................................... $ 271 $ 956
Stock issued under subscription............................. $ 0 $ 4,957
NON CASH FINANCING ACTIVITIES
Additional paid in capital-exercise of non-qualified stock
options................................................... $ 354 $ 0
</TABLE>
See notes to condensed financial statements
3
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ABACUS DIRECT CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
NOTE 1 -- INTERIM FINANCIAL INFORMATION
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 and results of
operations 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 10-KSB for the year
ended December 31, 1996. The results of operations for the three and nine months
ending September 30, 1997 are not necessarily indicative of the operating
results for the full year.
Certain prior period amounts have been reclassified to comply with the
current period presentation.
NOTE 2 -- EARNINGS PER COMMON SHARE
Net income per share of common stock is computed based on the weighted
average number of common stock shares outstanding and gives effect to certain
adjustments described below. Common equivalent shares are not included in the
per share calculation where the effect of their inclusion would be antidilutive,
except that, in conformity with SEC requirements, net income per common share
includes common and common equivalent shares issued during the twelve-month
period prior to the filing of the Company's September 1996 initial public
offering as if they were outstanding for all periods, using the treasury stock
method and the initial public offering price.
In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 128, Earnings per Share ("FAS 128"). FAS
128 changes the computation, presentation and disclosure requirements of
earnings per share that has been previously followed by the Company. FAS 128 is
effective for periods ending after December 15, 1997 and early adoption is not
permissible. If the provisions of FAS 128 were adopted for the three- and
nine-month periods ended September 30, 1997 and 1996, the Company's pro forma
basic earnings per share and its pro forma diluted earnings per share would have
been unchanged from earnings per common share presented in the accompanying
statement of operations.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
MANAGEMENT'S DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
Three Months Ended September 30, 1997 Compared With Three Months Ended
September 30, 1996
Revenues. Net revenues increased 68.9% in the third quarter to $10,756,000
from $6,368,000 for the third quarter of last year. The increase in net revenues
was due principally to higher sales of all of the Company's significant product
lines to existing clients, sales to new clients joining the Abacus Alliance
since September 30, 1996 and to a lesser extent an expanded product line.
Cost of Revenues. Cost of revenues increased 69.5% in the third quarter to
$1,639,000 from $967,000 during the third quarter of last year. As a percentage
of revenues, cost of revenues during the quarter were the same as last year at
15.2%. The increase in cost of revenues which was approximately the same as the
increase in revenues, resulted from the addition of personnel and investments in
computer equipment to expand processing capacity to support additional revenues.
Operating Expenses. Sales and marketing expenses increased 90.5% in the
third quarter to $2,395,000 from $1,257,000 during the third quarter of last
year. The increase in sales and marketing expenses was due to additional staff
and related expenses of the Company's sales force serving the core catalog
business, higher sales force and third party commissions resulting from
significantly higher revenues, and new marketing personnel dedicated to
developing direct marketing segments and strategy outside of the catalog
business. During the initial stages of development, the Company has incurred and
expects to continue to incur personnel, statistical modeling and other related
costs without an offsetting increase in revenues. Primarily as a result of these
increased costs, sales and marketing expenses as a percentage of revenues
increased during the third quarter of 1997 to 22.3% from 19.7% last year. While
early testing in these areas and feedback from initial customer contacts appear
favorable, there can be no assurance that significant revenues will be generated
in these direct marketing segments.
General and administrative expenses increased 96.8% in the third quarter to
$1,047,000 from $532,000 during the second quarter of last year. As a percentage
of revenues, general and administrative expenses increased to 9.7% from 8.4%
last year. The increase in general and administrative expense resulted primarily
from increased staff along with increased performance bonuses and pay increases,
and legal and other expenses associated with being a public company.
Research and development expenses increased 22.3% in the third quarter to
$329,000 from $269,000 during the third quarter of last year. The increase
resulted from additional staff to enhance current products in an effort to
increase the Company's share of its client's data expenditures, and costs
associated with the development of industry segments outside of the catalog
business. As a percentage of revenues, research and development expenses
decreased to 3.1% from 4.2% in 1996. The expense ratio decreased due to rapid
revenue growth along with many costs being of a lower variable nature.
Operating Profit. Operating profit increased 59.9% during the quarter to
$5,346,000 from $3,343,000 in the third quarter of last year. The increase in
operating profit was due to significantly higher revenues in 1997 over 1996. As
a percentage of revenues, operating profits in the third quarter decreased to
49.7% from 52.5% in 1996. The decrease in operating margin was primarily due to
increased sales and marketing expenses associated with entering direct marketing
segments outside the catalog business and higher general and administrative
expenses. Due to the significant seasonality of the Company's revenues,
operating profits and operating margins are typically much higher during the
third quarter of each year. As a result, third quarter margins are not
indicative of full year operating margins.
Interest and Other Income (Expense), Net. During the third quarter of 1997,
the Company recorded $74,000 of interest income and $102,000 of other expense
resulting in net expense of $28,000. This compares to net interest expense of
$51,000 during the third quarter of last year when the Company had outstanding
debentures payable prior to retiring these obligations with proceeds from the
Company's initial public offering
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(IPO) during the third quarter of last year. The increase in interest income is
due to higher cash balances resulting from last year's IPO and internally
generated funds.
Income Taxes. The Company's effective income tax rate for the third quarter
of 1997 was 36.5% compared to 40.0% during the third quarter of last year. The
Company achieved a lower income tax rate due to a lower provision for state
income taxes.
Net Income. Net income in the third quarter of 1997 was $3,377,000 or $0.33
per share compared with net income of $1,975,000 or $0.21 per share during the
third quarter of last year. The increase in net income and net income per share
reflects higher operating income and net interest income and a lower effective
tax rate partly offset by a 7.6% increase in the weighted average number of
common and common equivalent shares outstanding.
Nine Months Ended September 30, 1997 Compared With Nine Months Ended September
30, 1996
Revenues. Net revenues increased 79.4% for the nine months ended September
30, 1997 to $22,267,000 from $12,415,000 for the nine months ended September 30,
1996. The increase in net revenues was due principally to higher sales
penetration with existing clients, sales to new clients and to a lesser extent
an expanded product line.
Cost of Revenues. Cost of revenues increased 56.7% for the nine months
ended September 30, 1997 to $4,228,000 from $2,698,000 for the nine months ended
September 30, 1996. As a percentage of revenues, cost of revenues decreased to
19.0% in 1997 from 21.7% last year. Cost of revenues as a percentage of sales
declined as the benefits from previous investments in software, hardware and
processing systems were realized during the first nine months of 1997.
Operating Expenses. Sales and marketing expenses increased 85.8% for the
nine months ended September 30, 1997 to $5,759,000 from $3,100,000 in the same
period last year. The increase in sales and marketing expenses is due to
additional staff and related expenses of the Company's sales force, higher
commissions as a result of significantly higher revenues, and new marketing
personnel dedicated to developing industry segments outside the catalog
business. As a percentage of net revenues, sales and marketing expenses
decreased to 25.9% from 25.0% last year. Sales and marketing expenses decreased
as a percentage of revenues due to improved sales staff productivity during the
first nine months of 1997 in the core catalog business partly offset by emerging
investments in direct marketing segments and strategy new to the Company. During
the initial stages of development, the Company has incurred and expects to
continue to incur costs in personnel, statistical modeling and other related
costs without an offsetting increase in revenues. While early testing in these
areas and feedback from initial customer contacts appear favorable, there can be
no assurance that significant revenues will be generated in these direct
marketing segments.
General and administrative expenses increased 90.6% to $2,763,000 in the
first nine months ended September 30, 1997 from $1,450,000 last year. As a
percentage of revenues, general and administrative expenses were slightly higher
in 1997 at 12.4% compared to 11.7% in 1996. The increase in general and
administrative expense resulted primarily from increased staff along with
increased performance bonuses and pay increases, higher recruiting expenses and
legal and other expenses associated with being a public company.
Research and development expenses increased 60.0% in the first nine months
of 1997 to $1,040,000 from $650,000 last year. As a percent of revenue, research
and development expenses decreased to 4.7% in 1997 compared to 5.2% last year.
The increase in expense resulted from additional development efforts to achieve
increased product performance and new product development. In addition, expenses
increased due to start-up development costs for the Abacus E-Net and for
statistical development costs associated with industry segments outside the
catalog business. These increases, however, were less than the increase in
revenues for the first nine months of this year resulting in lower research and
development expenses as a percentage of revenues during 1997.
Operating Profit. Operating profit increased 87.7% for the nine months
ended September 30, 1997 to $8,477,000 from $4,517,000 last year. The operating
margin during the first three quarters of 1997 rose to 38.1% from 36.4% in 1996.
The increases in operating profit and operating margin are due to higher
revenues
6
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along with certain costs being of a lower variable nature partly offset by
emerging investments in direct marketing segments new to the Company. Due to the
significant seasonality of the Company's revenues, operating margins in the
first and second quarters are typically much lower than the margins recorded in
the third and fourth quarters of each year.
Interest and Other Income (Expense), Net. During the first nine months of
1997, the Company recorded $195,000 of interest income and $102,000 of other
expense resulting in $93,000 of interest and other income. This compares to net
interest expense of $167,000 during 1997 when the Company had outstanding
debentures payable prior to retiring these obligations with proceeds from the
Company's IPO during the third quarter of 1996. The increase in interest income
is due to higher cash balances resulting from last year's IPO and internally
generated funds.
Income Taxes. The Company's effective income tax rate in the first nine
months of 1997 was 36.5% compared to 40.0% for the same period in 1996. The
company achieved a lower income tax rate due to a lower provision for state
income taxes.
Net Income. Net income for the nine months ended September 30, 1997 was
$5,442,000 or $0.53 per share compared with net income of $2,610,000 or $0.27
per share in 1996. The increase in net income and net income per share reflects
higher operating income and net interest income and a lower effective tax rate
partly offset by a 6.9% increase in the weighted average number of common and
common equivalent shares outstanding.
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 supplies
the catalog industry with data services in advance of the fall and holiday
seasons. In the first and second quarters, orders are fewer and smaller. As a
result, cost of operations, sales and marketing, general and administrative, and
research and development expenses as a percentage of revenues are usually lower
and operating profit is usually higher during the second 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 and cash on hand. Investing activities
were comprised of $2,074,000 used for capital expenditures. An equipment lease
payable for $31,000 was the only form of long term debt or borrowing the company
had outstanding at September 30, 1997.
The Company believes that its cash flow from operations and cash on hand
will provide adequate resources to meet its capital requirements and operational
needs for the foreseeable future.
FORWARD LOOKING INFORMATION
Statements contained in this Form 10-QSB that are not historical fact,
including but not limited to statements found in this Item 2, Management
Discussion and Analysis and Results of Operations, are forward-looking
statements made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Action of 1995 that involve a number of risks and
uncertainties. The actual results of the future events described in such
forward-looking statements in this Form 10-QSB could differ materially from
those stated in such forward-looking statements. Among the factors that could
cause actual results to differ materially are: demand for the Company's services
from the direct marketing industry, governmental regulation regarding privacy
issues, the actions of current and potential new competitors, rapid changes in
technology, overall economic conditions and the postal rates and paper prices
and other risks detailed from time to time in the Company's periodic earnings
releases and reports filed with the Securities and Exchange Commission, as well
as the risks and uncertainties discussed in this Form 10-QSB.
7
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PART II
ITEM 6. EXHIBITS
The following exhibits are hereby filed as part of this Quarterly Report on
Form 10-QSB:
<TABLE>
<CAPTION>
NUMBER EXHIBIT
------ -------
<C> <S>
11.1 -- Statement re: Computation of Earnings Per
Share
27.1 -- Financial Data Schedule
</TABLE>
8
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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
/s/ CARLOS E. SALA
------------------------------------
Carlos E. Sala
Senior Vice President-Finance
and Chief Financial Officer
DATED: November 14, 1997
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
NUMBER EXHIBIT
------ -------
<C> <S>
11.1 -- Statement re: Computation of Earnings Per
Share
27.1 -- Financial Data Schedule
</TABLE>
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EXHIBIT 11.1
ABACUS DIRECT CORPORATION
COMPUTATION OF EARNINGS PER SHARE
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
SEPTEMBER 30,
-------------------------
1997 1996
----------- ----------
<S> <C> <C>
Net income.................................................. $ 3,376,779 $1,974,681
Average number of shares of common stock outstanding during
the period................................................ 9,578,628 9,061,349
Incremental shares from assumed exercise of stock options
and grants (primary)...................................... 664,849 461,568
----------- ----------
10,243,477 9,522,917
Earnings per common share................................... $ 0.33 $ 0.21
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</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 6,815
<SECURITIES> 0
<RECEIVABLES> 10,483
<ALLOWANCES> 814
<INVENTORY> 0
<CURRENT-ASSETS> 17,206
<PP&E> 5,745
<DEPRECIATION> 2,667
<TOTAL-ASSETS> 20,284
<CURRENT-LIABILITIES> 3,673
<BONDS> 0
0
0
<COMMON> 10
<OTHER-SE> 16,583
<TOTAL-LIABILITY-AND-EQUITY> 20,284
<SALES> 0
<TOTAL-REVENUES> 10,756
<CGS> 1,639
<TOTAL-COSTS> 3,771
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 439
<INTEREST-EXPENSE> 1
<INCOME-PRETAX> 5,318
<INCOME-TAX> 1,941
<INCOME-CONTINUING> 5,346
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,337
<EPS-PRIMARY> .33
<EPS-DILUTED> .33
</TABLE>
