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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 JUNE 30, 1997
[ ] TRANSITION REPORT UNDER 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)
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)
(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 SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------- -----------------
1997 1996 1997 1996
-------- ------- ------- ------
<S> <C> <C> <C> <C>
Net revenues.......................................... $ 5,986 $3,267 $11,511 $6,047
Cost of revenues...................................... 1,126 723 2,207 1,470
------- ------ ------- ------
Gross profit................................ 4,860 2,544 9,304 4,577
Operating expenses:
Selling and marketing............................... 1,799 1,071 3,244 1,858
General and administrative.......................... 1,127 612 2,358 1,237
Research and development............................ 284 168 571 308
------- ------ ------- ------
Total operating expenses.................... 3,210 1,851 6,173 3,403
Income from operations................................ 1,650 693 3,131 1,174
Interest and other income (expense), net.............. 58 (54) 121 (115)
------- ------ ------- ------
Income before income taxes............................ 1,708 639 3,252 1,059
Income tax expense.................................... 623 255 1,187 424
------- ------ ------- ------
Net income.................................. $ 1,085 $ 384 $ 2,065 $ 635
======= ====== ======= ======
Earnings per share.................................... $ 0.11 $ 0.04 $ 0.20 $ 0.07
Weighted average number of common and common
equivalent shares outstanding....................... 10,211 9,533 10,191 9,533
======= ====== ======= ======
</TABLE>
See notes to condensed financial statements
2
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ABACUS DIRECT CORPORATION
BALANCE SHEET
(IN THOUSANDS)
ASSETS
<TABLE>
<CAPTION>
June 30, December 31,
1997 1996
-------- ------------
(Unaudited)
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents................................... $ 4,910 $ 5,924
Accounts receivable (less allowance for doubtful accounts of
$517 and $375, respectively).............................. 5,705 3,735
Prepaid expenses and other assets........................... 794 582
Income tax receivable....................................... 78 0
------- -------
Total current assets.............................. 11,487 10,241
Property and equipment, net................................. 2,688 1,823
------- -------
$14,175 $12,064
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable............................................ 279 225
Accrued expenses:
Sales commissions......................................... 252 165
Bonuses................................................... 426 647
Vacations................................................. 322 261
Other accruals............................................ 398 436
Current maturities of long-term debt........................ 13 13
Income tax payable.......................................... 0 276
------- -------
Total current liabilities......................... 1,690 2,023
Long-term debt.............................................. 22 29
STOCKHOLDERS' EQUITY:
Common stock $.001 par value................................ 10 10
Additional paid-in capital.................................. 5,619 5,233
Retained earnings........................................... 6,834 4,769
------- -------
Total stockholders' equity........................ 12,463 10,012
------- -------
$14,175 $12,064
======= =======
</TABLE>
See notes to condensed financial statements
3
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ABACUS DIRECT CORPORATION
STATEMENT OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
-----------------
1997 1996
------- ------
<S> <C> <C>
OPERATING ACTIVITIES
Net income.................................................. $ 2,065 $ 635
Adjustments to reconcile net income to net cash provided by
(used in) operating activities:
Depreciation and amortization............................. 480 290
Loss on sale of equipment................................. 3 0
Changes in:
Accounts receivable, net............................... (1,970) (455)
Prepaid expenses and other assets...................... (212) (153)
Accounts payable....................................... 54 133
Accrued expenses....................................... (112) 346
Income taxes payable/receivable........................ (20) (212)
------- ------
Net cash provided by (used in) operating
activities....................................... 288 584
------- ------
INVESTING ACTIVITIES
Purchases of property and equipment......................... (1,349) (486)
Proceeds from sales of equipment............................ 3 0
------- ------
Net cash used in investing activities............. (1,346) (486)
------- ------
FINANCING ACTIVITIES
Principal payments on long-term debt........................ (7) (316)
Issuances of stock.......................................... 51 0
------- ------
Net cash provided by (used in) financing
activities.......................................... 44 (316)
------- ------
Net decrease in cash and cash equivalents................... (1,014) (218)
Cash and cash equivalents at beginning of period............ 5,924 1,345
------- ------
Cash and cash equivalents at end of period.................. $ 4,910 $1,127
======= ======
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid............................................... 2 138
Income taxes paid........................................... 1,207 161
NON CASH FINANCING ACTIVITIES
Additional paid in capital -- exercise of non-qualified
stock options............................................. 335 0
</TABLE>
See notes to condensed financial statements
4
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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 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 six months ending June 30, 1997 are
not necessarily indicative of the operating results for the full year.
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 years ending after December 15, 1997 and early adoption is not
permissible. If the provisions of FAS 128 were adopted for the three and six
month periods ended June 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 June 30, 1997 Compared With Three Months Ended June 30,
1996
Revenues. Net revenues for the three months ended June 30, 1997 increased
83.2% to $5,986,000 from $3,267,000 for the three months ended June 30, 1996.
The increase in net revenues was due principally to higher sales of all of the
Company's significant product lines to existing clients, sales from new clients
joining the Abacus Alliance since June 30, 1996 and to a lesser extent an
expanded product line.
Cost of Revenues. Cost of revenues increased 55.7% in the second quarter to
$1,126,000 from $723,000 during the second quarter of last year. As a percentage
of revenues, cost of revenues decreased to 18.8% during the quarter from 22.1%
last year. Although the Company continued to make investments to expand its
processing capacity to support revenue increases, 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 quarter.
Operating Expenses. Sales and marketing expenses increased 67.9% in the
second quarter to $1,799,000 from $1,071,000 during the second quarter of last
year. As a percentage of revenues, sales and marketing expenses decreased to
30.1% from 32.8% last year. The increase in sales and marketing expenses is due
to additional headcount and related expenses in the Company's sales force
serving the core catalog business, higher commissions as a result of
significantly higher revenues, and new marketing personnel dedicated to
developing industry segments outside of the catalog business. Sales and
marketing expenses decreased as a percentage of revenues due to improved sales
staff productivity as revenue increases from existing accounts outpaced the
expense increase from additional headcount.
General and administrative expenses increased 84.2% in the second quarter
to $1,127,000 from $612,000 during the second quarter of last year. As a
percentage of revenues, general and administrative expenses were approximately
the same as last year at 18.8%. The increase in general and administrative
expense resulted primarily from increased headcount along with increased
performance bonuses, benefits and taxes associated with increased headcount in
all departments of the Company, legal and other expenses associated with being a
public company, and higher recruiting expenses.
Research and development expenses increased 69.1% in the second quarter to
$284,000 from $168,000 during the second quarter of last year. As a percentage
of revenues, research and development expenses decreased to 4.7% from 5.2% in
1996. The increase resulted from additional development efforts to achieve
increased product performance for clients, new product development, and costs to
develop industry segments outside of the catalog business. The expense ratio
decreased due to rapid revenue growth along with many costs being of a lower
variable nature.
Operating Profit. Operating profit increased 138.1% during the quarter
ending June 30, 1997 to $1,650,000 from $693,000 in the same quarter of 1996. As
a percentage of revenues, operating profits in the second quarter rose to 27.6%
from 21.2% in 1996. The increases in operating profit and operating margin are
due to higher revenues along with many costs being of a lower variable nature.
Due to the significant seasonality of the Company's revenues, operating profit
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 Income (Net). During the second quarter of 1997, the Company
recorded $58,000 of interest income net of interest expense. This compares to a
net interest expense of $54,000 in the same quarter of 1996 when the Company had
$2,541,000 million of outstanding debentures payable.
Income Taxes. The Company's effective income tax rate for the second
quarter of 1997 was 36.5% compared to 39.9% for the same period in 1996. The
Company achieved a lower income tax rate due to a lower provision for state
income taxes.
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Net Income. Net income in the second quarter of 1997 was $1,085,000 or
$0.11 per share compared with net income of $384,000 or $0.04 per share in the
second quarter of last year. The increase in net income and net income per share
reflects higher operating income and net interest income partly offset by an
increase in the weighted average number of common and common equivalent shares
outstanding.
Six Months Ended June 30, 1997 Compared With Six Months Ended June 30, 1996
Revenues. Net revenues for the six months ended June 30, 1997 increased
90.4% to $11,511,000 from $6,047,000 for the six months ended June 30, 1996. The
increase in net revenues was due principally to higher sales penetration with
existing clients, sales from new clients and to a lesser extent an expanded
product line.
Cost of Revenues. For the two quarters ended June 30, 1997 cost of revenues
increased 50.1% to $2,207,000 from $1,470,000 last year. As a percentage of
revenues, cost of revenues decreased to 19.2% in 1997 from 24.3% 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 six months of 1997.
Operating Expenses. Sales and marketing expenses increased 74.6% for the
six months ended June, 1997 to $3,244,000 from $1,858,000 in the same period
last year. As a percentage of net revenues, sales and marketing expenses
decreased to 28.2% from 30.7% last year. The increase in sales and marketing
expenses is due to additional headcount and related expenses in 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. Sales and marketing expenses decreased as a percentage of
revenues due to improved sales staff productivity.
General and administrative expenses increased 90.6% to $2,358,000 in the
first six months this year from $1,237,000 last year. As a percentage of
revenues, general and administrative expenses were approximately the same as
last year at 20.5%. The increase in general and administrative expense resulted
primarily from increased headcount along with increased executive compensation
and performance bonuses, benefits and taxes associated with increased headcount
in all departments of the Company, legal and other expenses associated with
being a public company, and higher recruiting expenses.
Research and development expenses increased 85.4% in the first six months
of 1997 to $571,000 from $308,000 last year. As a percentage of revenues,
research and development expenses were approximately the same as last year at
5.0%. 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.
Operating Profit. Operating profit increased 166.7% for the six months
ended June, 1997 to $3,131,000 from $1,174,000 in 1996. The operating margin in
the first half of 1997 rose to 27.2% from 19.4% in 1996. The increases in
operating profit and operating margin are due to higher revenues along with many
costs being of a lower variable nature. 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 Income (Net). Interest income (net) was $121,000 in the first six
months this year compared to interest expense (net) of $115,000 for the
comparable period last year. In 1996, the Company repaid outstanding debentures
payable of approximately $2.5 million with the proceeds of its initial equity
public offering.
Income Taxes. The Company's effective income tax rate in the first six
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 six months ended 1997 was $2,065,000 or
$0.20 per share compared with net income of $635,000 or $0.07 per share in 1996.
The increase in net income reflects higher operating income and net interest
income.
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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 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 higher and operating profit is usually lower 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 and cash on hand. Investing activities
were comprised of $1,349,000 used for capital expenditures. An equipment lease
payable for $35,000 was the only form of long term debt or borrowing the company
had outstanding at June 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, competition, 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.
PART II
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company held its Annual Meeting of Stockholders on June 6, 1997. Of the
9,507,823 shares of Common Stock entitled to vote at the meeting, 6,767,150
shares of common stock were present in person or by proxy and entitled to vote.
Such number of shares represented approximately 71.2% of the Company's
outstanding shares of common stock.
At the meeting, the Company's stockholders approved: (i) the election of M.
Anthony White, Daniel C. Snyder, Frank Kenny and Antony H. Lee ("Proposal 1");
(ii) certain amendments to the Company's 1996 Stock Incentive Plan ("Proposal
2") and (iii) the appointment of Price Waterhouse LLP as the Company's
independent auditors for the fiscal year ending December 31, 1997 ("Proposal
3"). Proposals 1, 2 and 3 were approved by the Company's stockholders as
follows:
<TABLE>
<CAPTION>
VOTES VOTES BROKER
VOTES FOR AGAINST ABSTAINING NON-VOTE
--------- ------- ---------- --------
<S> <C> <C> <C> <C>
PROPOSAL 1
A. Anthony White....................... 6,641,365 125,785 0 0
Daniel C. Snyder....................... 6,635,101 132,049 0 0
Frank Kenny............................ 6,659,075 108,075 0 0
Antony H. Lee.......................... 6,659,075 108,075 0 0
PROPOSAL 2............................... 5,867,235 686,680 209,220 4,015
PROPOSAL 3............................... 6,755,715 85 11,350 0
</TABLE>
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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>
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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: August 14, 1997
10
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
<C> <S>
11.1 -- Statement re: Computation of Earnings Per Share
27.1 -- Financial Data Schedule
</TABLE>
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EXHIBIT 4
ABACUS DIRECT CORPORATION
COMPUTATION OF EARNINGS PER SHARE
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
JUNE 30,
-------------------------
1997 1996
----------- ----------
<S> <C> <C>
Net income.................................................. $ 1,084,703 $ 383,912
Average number of shares of common stock outstanding during
the period................................................ 9,543,628 9,046,527
Incremental shares from assumed exercise of stock options
and grants (primary)...................................... 667,607 486,920
----------- ----------
10,211,235 9,533,447
Earnings per common share................................... $ 0.11 $ 0.04
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</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-END> JUN-30-1997
<CASH> 4,910
<SECURITIES> 0
<RECEIVABLES> 6,223
<ALLOWANCES> 517
<INVENTORY> 0
<CURRENT-ASSETS> 11,487
<PP&E> 5,148
<DEPRECIATION> 2,460
<TOTAL-ASSETS> 14,175
<CURRENT-LIABILITIES> 1,691
<BONDS> 22
0
0
<COMMON> 10
<OTHER-SE> 12,453
<TOTAL-LIABILITY-AND-EQUITY> 14,175
<SALES> 0
<TOTAL-REVENUES> 5,986
<CGS> 1,126
<TOTAL-COSTS> 3,210
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 142
<INTEREST-EXPENSE> 2
<INCOME-PRETAX> 1,708
<INCOME-TAX> 623
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,085
<EPS-PRIMARY> 0.11
<EPS-DILUTED> 0
</TABLE>
