<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the period from to
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Commission file number 0-13217
M/A/R/C Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Texas 75-1781525
- --------------------------------------- ---------------------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
7850 North Belt Line Road, Irving, Texas 75063
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(Address of Principal Executive Offices) (Zip Code)
(972) 506-3400
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(Registrant's Telephone Number, Including Area Code)
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(Former name, former address and former fiscal year, if
changed since last report)
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 report), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
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APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDING DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes No
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APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 5,208,976 shares as of March
31, 1998.
<PAGE> 2
THE M/A/R/C GROUP
INDEX
(UNAUDITED)
<TABLE>
<CAPTION>
Page No.
--------
<S> <C> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets
March 31, 1998, and December 31, 1997..........................................1
Consolidated Statements of Operations
Three Months Ended March 31, 1998, and 1997....................................2
Consolidated Statement of Changes in Stockholders' Equity
Three Months Ended March 31, 1998..............................................3
Consolidated Statements of Cash Flows
Three Months Ended March 31, 1998, and 1997....................................4
Consolidated Notes to Financial Statements.......................................5
Report of Independent Accountants................................................6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations..........................................7-9
PART II. OTHER INFORMATION...........................................................................10
Item 4. Submission of Matters to a Vote of Security Holders
</TABLE>
<PAGE> 3
PART I. FINANCIAL INFORMATION
THE M/A/R/C GROUP
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
(Unaudited)
March 31, 1998 Dec. 31, 1997
-------------- --------------
(Dollars in Thousands)
<S> <C> <C>
ASSETS
Current Assets:
Cash and short-term investments $ 6,032 $ 6,374
Trade accounts receivable, net 11,004 14,512
Expenditures billable to clients, net 7,090 5,888
Notes receivable 10 12
Federal income tax receivable 1,222 741
Deferred income taxes receivable 400 400
Prepaid expenses and other current assets 1,053 2,307
-------------- --------------
Total Current Assets 26,811 30,234
-------------- --------------
Notes receivable, less current portion 66 67
Property and equipment, less accumulated depreciation of
$16,561,000 and $15,802,000, respectively 30,134 29,344
Investments at cost 7,441 7,365
Intangibles, less accumulated amortization of $3,117,000
and $3,039,000, respectively 2,017 1,987
Prepaid pension costs and other assets 6,097 5,977
-------------- --------------
TOTAL ASSETS $ 72,566 $ 74,974
============== ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current portion, long-term debt $ 747 $ 747
Trade accounts payable 1,383 1,425
Advance payments from clients 3,016 2,615
Other accrued liabilities 1,140 1,709
-------------- --------------
Total Current Liabilities 6,286 6,496
Long-term debt, less current portion 17,256 17,453
Deferred taxes payable and other liabilities 2,275 3,464
-------------- --------------
Total Liabilities 25,817 27,413
-------------- --------------
Stockholders' Equity:
Common stock, $1 par value, 15,000,000 shares authorized,
6,565,133 and 6,530,033 issued, respectively 6,565 6,530
Capital in excess of par value 11,218 10,951
Retained earnings 41,790 42,907
Less treasury stock at cost, 1,356,157 and 1,356,197 shares, respectively (8,378) (8,286)
Unearned compensation (2,671) (2,725)
Unearned ESOP shares (1,775) (1,816)
-------------- --------------
Total Stockholders' Equity 46,749 47,561
-------------- --------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 72,566 $ 74,974
============== ==============
</TABLE>
The accompanying notes are an integral part of the financial statements.
1
<PAGE> 4
THE M/A/R/C GROUP
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1998, AND 1997
(UNAUDITED)
<TABLE>
<CAPTION>
1998 1997
----------- -----------
(Dollars in Thousands,
Except Per Share Data)
<S> <C> <C>
Revenues $ 20,399 $ 22,684
Costs and expenses 21,609 20,472
----------- -----------
Operating income (loss) (1,210) 2,212
Interest and other income (expense) net (41) (163)
----------- -----------
Income (loss) before taxes (1,251) 2,049
Federal and state income tax provision (benefit) (522) 738
----------- -----------
NET INCOME (LOSS) $ (729) $ 1,311
=========== ===========
Net income (loss) per share (basic) $ (.15) $ .28
=========== ===========
Net income (loss) per share (diluted) $ (.15) $ .27
=========== ===========
Weighted average common shares outstanding (basic) 4,884,791 4,628,482
=========== ===========
Weighted average common shares outstanding (diluted) 4,884,791 4,858,554
=========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
2
<PAGE> 5
THE M/A/R/C GROUP
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 1998
(UNAUDITED)
<TABLE>
<CAPTION>
Common Capital in Unearned Cost of
Stock, $1 Excess of Retained Unearned ESOP Treasury
Par Value Par Value Earnings Compensation Shares Stock
--------- ---------- -------- ------------ -------- ---------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1997 $ 6,530 $ 10,951 $ 42,907 $ (2,725) $ (1,816) $ (8,286)
Exercise options/warrants 35 189
Purchase treasury stock (92)
Amortization of compensation 54
Dividends paid ($0.075 per share) (388)
Release of ESOP shares 78 41
Net income (loss) (729)
--------- --------- -------- ------------ -------- --------
Balance at March 31, 1998 $ 6,565 $ 11,218 $ 41,790 $ (2,671) $ (1,775) $ (8,378)
========= ========= ======== ============ ======== ========
</TABLE>
The accompanying notes are an integral part of the financial statements.
3
<PAGE> 6
THE M/A/R/C GROUP
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
(UNAUDITED)
<TABLE>
<CAPTION>
1998 1997
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(Dollars in Thousands)
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ (729) $ 1,311
Adjustments to reconcile income (loss) to net cash
provided by operating activities:
Depreciation and amortization 1,016 818
ESOP expense 119 107
Amortization of unearned compensation 54 53
Loss on sale of property and equipment -- 3
Changes in assets and liabilities:
Net decrease (increase) in receivables and WIP 2,306 (4,455)
Net increase in prepaids and other 688 (579)
Decrease in trade accounts payable (42) (797)
(Decrease) increase in accrueds and other liabilities (1,758) 66
Net increase (decrease) in advances from clients 401 (639)
------- -------
Net cash provided by (used in) operating activities 2,055 (4,112)
------- -------
Cash flows from investing activities:
Purchases of property and equipment (1,871) (718)
Net reductions of notes receivable 3 50
Net increase of investments (76) (14)
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Net cash used in investing activities (1,944) (682)
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Cash flows from financing activities:
Payments on long-term debt (197) (27)
Issuance of common stock 224 1,450
Cash dividends paid (388) (348)
Purchase of treasury stock (92) 0
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Net cash (used in) provided by financing activities (453) 1,075
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Net decrease in cash (342) (3,719)
Cash at beginning of period 6,374 9,327
------- -------
Cash at end of period $ 6,032 $ 5,608
======= =======
</TABLE>
The accompanying notes are an integral part of the financial statements.
4
<PAGE> 7
THE M/A/R/C GROUP
CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
1. In the opinion of management, the accompanying unaudited condensed
consolidated financial statements reflect all adjustments necessary to
present fairly the Company's consolidated financial position as of March
31, 1998, the consolidated results of its operations for the three months
ended March 31, 1998, and March 31, 1997, and its consolidated cash flows
for the three months ended March 31, 1998, and March 31, 1997. Certain
prior-period amounts have been reclassified to be consistent with
current-year presentation.
2. These condensed consolidated financial statements are presented in
accordance with the requirements of Form 10-Q and consequently do not
include all disclosures normally required by generally accepted accounting
principles or those normally made in the Company's Annual Report on Form
10-K. The December 31, 1997, condensed balance sheet data was derived from
audited financial statements, but does not include all disclosures
required by generally accepted accounting principles. Accordingly, the
financial statements and related notes in the Company's Annual Report on
Form 10-K for the year ended December 31, 1997, should be read in
conjunction with the accompanying condensed consolidated financial
statements.
3. On January 24, 1997, the Board of Directors of the Company authorized
a three-for-two stock split to be effected in the form of a 50% stock
dividend. All share, per share, option and warrant amounts, and related
prices have been restated for all periods presented to reflect the split
paid on February 28, 1997, to shareholders of record on February 7, 1997.
4. The Company adopted Statement of Financial Accounting Standards No.
128, Earnings Per Share (SFAS 128) for the period ending December 31,
1997. SFAS 128 specifies the computation, presentation, and disclosure
requirements for basic and fully diluted earnings per share.
5
<PAGE> 8
INDEPENDENT ACCOUNTANT'S REPORT
To the Board of Directors and Shareholders of The M/A/R/C Group:
We have reviewed the accompanying consolidated balance sheet of The M/A/R/C
Group as of March 31, 1998, and the condensed consolidated statements of
operations and cash flows for the three-month periods ended March 31, 1998, and
1997, and the consolidated statement of changes in shareholders' equity for the
three-month period ended March 31, 1998. These financial statements are the
responsibility of the Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the consolidated financial statements referred to above for them to
be in conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet as December 31, 1997, and the related
consolidated statements of income, changes in shareholders' equity, and cash
flows for the year then ended (not presented herein); and in our report dated
February 23, 1998, we expressed an unqualified opinion on those consolidated
financial statements. In our opinion, the information set forth in the
accompanying consolidated balance sheet as of December 31, 1997, is fairly
stated, in all material respects, in relation to the consolidated balance sheet
from which it has been derived.
Coopers & Lybrand L.L.P.
April 29, 1998
6
<PAGE> 9
MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The M/A/R/C Group is a marketing information services company, providing
service to over 200 clients nationwide. The majority of our clients are large
public companies. The Company offers a wide range of marketing information
services through its two operating divisions: M/A/R/C Research and Targetbase
Marketing.
COMPARISON OF THREE MONTHS ENDED MARCH 31, 1998, WITH THREE MONTHS ENDED
MARCH 31, 1997
Revenues decreased to $20,399,000 for the three-month period ended March
31, 1998, compared with revenues of $22,684,000 for the three-month period ended
March 31, 1997. Production and administrative expenses were 105.9% of revenues,
compared with 90.2% for the prior year.
The Company recorded an operating loss of $1,210,000 compared with
operating income of $2,212,000 last year for the comparable quarter.
Results for the quarter were heavily impacted by one-time charges in the
Company's Targetbase division and declining revenues at M/A/R/C Research.
The two one-time charges were unusual and isolated circumstances. In
one of the two cases, higher-than-expected expenses were incurred in carrying
out a client program and, because of a fixed-price contract, the Company was not
able to recover those expenses through negotiation with that client. In the
second case, costs were incurred to correct a problem with a client program. In
both cases, ongoing relationships with the clients were retained. The total of
these charges was $1,131,000 before tax, or 14 cents per share after tax.
The Company also recorded severance charges of $191,000, or 2 cents per
share after tax, as part of its cost reduction strategy for M/A/R/C Research.
7
<PAGE> 10
Looking at the two businesses in more detail: Targetbase revenues were
nearly $11,500,000, up 18% over the same quarter last year. Targetbase's
operating margin without the one-time charges would have been 15%, which is in
line with historical performance.
M/A/R/C Research continued to be affected by the decrease in client
spending that has been occurring since the fourth quarter of 1997. Revenues were
$8,932,000, down 31% from the comparable quarter last year, and the business
posted an operating loss for the quarter.
Net interest and other income (expense) increased $122,000 to ($41,000)
for the comparable three-month period.
The Company recorded a net loss for the three-month period ended March
31, 1998, of $729,000 ($.15 a share) compared with net income of $1,311,000
($.27 a share) for the comparable three-month period ended March 31, 1997.
The weighted average number of shares outstanding increased to 4,884,800
from 4,628,400 last year. In accordance with Statement of Position 93-6,
"Employers' Accounting for Employee Stock Option Plans," the Company did not
treat as outstanding for calculating earnings per share 297,879 shares held in
the Employee Shareholders Ownership Plan that have not been released to
participants. The Company repurchased 5,500 shares of its stock during the
three-month period ended March 31, 1998.
CAPITAL RESOURCES AND LIQUIDITY
From December 31, 1997, to March 31, 1998, cash and short-term
investments decreased $342,000 primarily because of the net loss sustained by
the Company during the three-month period and the capital investment made during
the quarter. The March 31, 1998, cash and short-term investments position of
$6,032,000 and the temporary investment position of $7,441,000, the working
capital position of $20,525,000, and the existing and unused lines of bank
credit totaling $4,561,997 are adequate to support the Company's cash
requirements for operating and capital expenditures,
8
<PAGE> 11
THE M/A/R/C GROUP
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
as well as the pending acquisition of the remaining 75% of Intelligent Database
Marketing Limited (idm), a database marketing company headquartered in
Middlesborough, England.
EFFECT OF INFLATION ON OPERATIONS
Due to a wide diversity in terms of project size, costs and project
duration, the Company is unable to estimate accurately the effects of inflation
on its revenue and profit. The major consequence of inflation is mitigated by
controlling cost estimating procedures in a timely manner where possible.
9
<PAGE> 12
PART II--OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
On April 30, 1998, subsequent to the close of the first quarter, The M/A/R/C
Group will hold its annual shareholders' meeting for the fiscal year ended
December 31, 1997. The shareholders will vote on the following proposal:
A. To elect three directors, Cecil B. Phillips, Rolan G. Tucker, and Jack
D. Wolf, to hold office for a three-year term expiring at the 2001
shareholders' meeting or until their successors are elected and have
qualified.
Incumbent director serving for a three-year term expiring at the 1999
shareholders' meeting is Elmer L. Taylor, Jr. Incumbent directors serving
for a three-year term expiring at the 2000 shareholders' meeting are
Sharon M. Munger and Edward R. Anderson.
10
<PAGE> 13
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 thereunto duly authorized.
The M/A/R/C Group
--------------------------------
(Registrant)
Date: May 15, 1998 /s/ Sharon M. Munger
--------------------------- --------------------------------
Sharon M. Munger
(Chairman of the Board and
Chief Executive Officer)
Date: May 15, 1998 /s/ Harold R. Curtis
--------------------------- --------------------------------
Harold R. Curtis
(Chief Financial Officer)
<PAGE> 14
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
- ------ -------
<S> <C>
27 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 6,032
<SECURITIES> 7,441
<RECEIVABLES> 11,004
<ALLOWANCES> 0
<INVENTORY> 7,090
<CURRENT-ASSETS> 26,811
<PP&E> 46,695
<DEPRECIATION> 16,561
<TOTAL-ASSETS> 72,566
<CURRENT-LIABILITIES> 6,286
<BONDS> 17,256
0
0
<COMMON> 6,565
<OTHER-SE> 40,184
<TOTAL-LIABILITY-AND-EQUITY> 72,566
<SALES> 20,399
<TOTAL-REVENUES> 20,399
<CGS> 0
<TOTAL-COSTS> 21,609
<OTHER-EXPENSES> 41
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> (522)
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (729)
<EPS-PRIMARY> (.15)
<EPS-DILUTED> (.15)
</TABLE>
