<PAGE> 1
UNITED STATES
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 November 30, 1997
[ ] Transition Report Under Section 13 or 15(d) of the Exchange Act
For the transition period from _______________ to __________________
Commission File Number: 0-5531
FLORAFAX INTERNATIONAL, INC.
----------------------------
(Exact name of small business issuer as specified in its charter)
Delaware 41-0719035
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8075 20th Street, Vero Beach, Florida 32966
(Address of principal executive offices)
561-563-0263
------------
(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
--- ---
The registrant had 8,255,722 shares of common stock, $0.01 par value, issued at
November 30, 1997.
Transitional Small Business Disclosure Format (Check one): Yes ; No X
<PAGE> 2
INDEX
PART I FINANCIAL INFORMATION
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<TABLE>
<CAPTION>
PAGE NO.
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<S> <C> <C> <C>
Item 1. Financial Statements (Unaudited):
Consolidated Balance Sheets
November 30, 1997 and August 31, 1997 1 - 2
Consolidated Statements of Income and
Accumulated Deficit
Three Months Ended November 30, 1997
and November 30, 1996 3 - 4
Consolidated Statements of Cash Flows
Three Months Ended November 30, 1997
and November 30, 1996 5 - 6
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8 - 11
</TABLE>
PART II OTHER INFORMATION
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<TABLE>
<S> <C> <C>
Item 1. Legal Proceedings 12
Item 2. Changes in Securities 12
Item 3. Defaults Upon Senior Securities 12
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 12 - 14
Signatures 15
</TABLE>
<PAGE> 3
FLORAFAX INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
NOVEMBER 30 AUGUST 31
1997 1997
-------------------------------
(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $4,273 $4,170
Restricted cash 114 97
Accounts receivable:
Trade, less allowances of $552
at November 30, 1997 and $509 at
August 31, 1997 1,443 1,317
Charge card issuers 399 343
Other 97 94
-------------------------------
1,939 1,754
Deferred tax asset 264 264
Prepaid and other assets 255 40
-------------------------------
TOTAL CURRENT ASSETS 6,845 6,325
Property and equipment, at cost:
Fixtures and equipment 1,536 1,324
Computer systems 889 798
Communication systems 1,051 1,010
Leasehold improvements 601 524
-------------------------------
4,077 3,656
Accumulated depreciation
and amortization 2,767 2,713
-------------------------------
1,310 943
Excess of cost over net assets
of acquired business 1,995 1,995
Deferred tax asset, net of
allowance 1,083 1,236
Other 180 95
-------------------------------
3,258 3,326
TOTAL ASSETS 11,413 10,594
===============================
See accompanying notes
1
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FLORAFAX INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
NOVEMBER 30 AUGUST 31
1997 1997
-------------------------------
(Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable 4,121 3,754
Accrued expenses 1,523 1,308
Unearned directory income 80
Member benefits 142 147
-------------------------------
TOTAL CURRENT LIABILITIES 5,866 5,209
Long term debt, less current maturities 80 80
Membership security deposits 52 52
-------------------------------
TOTAL LIABILITIES 5,998 5,341
STOCKHOLDERS' EQUITY
Preferred stock ($10 par value, 600,000 shares
authorized at November 30, 1997
and August 31, 1997, none issued)
Common stock - ($.01 par value, 70,000,000
shares authorized, 8,255,722 and 8,253,004 shares
issued at November 30, 1997 and August 31, 1997,
respectively 83 83
Additional paid-in capital 10,110 10,108
Treasury stock at cost (1,616) (1,438)
Accumulated deficit (3,162) (3,500)
-------------------------------
TOTAL STOCKHOLDERS' EQUITY $5,415 $5,253
-------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $11,413 $10,594
===============================
See accompanying notes
2
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FLORAFAX INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF INCOME AND ACCUMULATED DEFICIT
(IN THOUSANDS EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
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NOVEMBER 30 NOVEMBER 30
1997 1996
-----------------------------
(Unaudited)
<S> <C> <C>
NET REVENUES:
Member dues and fees $629 $511
Floral and other order
processing 1,321 991
Directory and advertising fees 360 303
Charge card processing 424 403
Other revenue 33 4
-----------------------------
2,767 2,212
EXPENSES:
General and administrative 1,336 1,172
Selling and advertising 778 602
Directory publishing 91 91
Depreciation, amortization and
retirements 69 60
-----------------------------
2,274 1,925
-----------------------------
OPERATING INCOME 493 287
OTHER INCOME (EXPENSE)
Interest expense (2) (3)
Other 2 2
Interest income 36 28
-----------------------------
36 27
INCOME BEFORE TAXES $529 $314
Income tax expense (benefit) 191 (31)
-----------------------------
NET INCOME $338 $345
</TABLE>
See accompanying notes
3
<PAGE> 6
FLORAFAX INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF INCOME AND ACCUMULATED DEFICIT
(IN THOUSANDS EXCEPT PER SHARE DATA)
THREE MONTHS ENDED
-------------------------------
NOVEMBER 30 NOVEMBER 30
1997 1996
-------------------------------
(Unaudited)
NET INCOME: $338 $345
Accumulated deficit at
beginning of period (3,500) (6,933)
-------------------------------
ACCUMULATED DEFICIT AT
END OF PERIOD $(3,162) $(6,588)
-------------------------------
Primary earnings per common share: $0.04 $0.04
WEIGHTED AVERAGE
SHARES OUTSTANDING 8,623,000 8,674,000
Fully diluted earnings per common
Share: $0.04 $0.04
WEIGHTED AVERAGE SHARES
OUTSTANDING 8,718,000 8,715,000
See accompanying notes
4
<PAGE> 7
FLORAFAX INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
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NOVEMBER 30 NOVEMBER 30
1997 1996
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(Unaudited)
<S> <C> <C>
OPERATING ACTIVITIES
Net income $338 $345
ADJUSTMENTS TO RECONCILE NET INCOME TO NET
CASH PROVIDED BY OPERATING ACTIVITIES
Depreciation, amortization, and
retirements 54 35
Provision for doubtful accounts 38 46
Deferred income taxes 153 (35)
Increase (decrease) in cash
flows due to changes in:
Accounts receivable (223) 1
Prepaid and other assets (215) (153)
Other assets 15 31
Accounts payable 367 65
Accrued liabilities 290 306
Membership security deposits (1)
-------------------------------
NET CASH PROVIDED BY
OPERATING ACTIVITIES 817 640
INVESTING ACTIVITIES
Capital expenditures (421) (147)
Purchase of common stock (100)
(Increase) decrease in restricted cash (17) 17
-------------------------------
NET CASH (USED IN) INVESTING ACTIVITIES ($538) $(130)
</TABLE>
See accompanying notes
(CONTINUED)
5
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FLORAFAX INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
NOVEMBER 30 NOVEMBER 30
1997 1996
--------------------------------
(Unaudited)
<S> <C> <C>
FINANCING ACTIVITIES
Purchases of treasury stock (178)
Proceeds from issuing stock 2 11
Payments of debt (333)
------------------------------
NET CASH USED IN
FINANCING ACTIVITIES (176) (322)
------------------------------
NET INCREASE IN CASH AND
CASH EQUIVALENTS 103 188
Cash and cash equivalents
at beginning of year 4,170 3,671
------------------------------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $4,273 3,859
==============================
SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATION:
Cash paid during the period for interest $1
Cash paid during the period for
income tax $38 $12
==============================
</TABLE>
See accompanying notes
6
<PAGE> 9
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE (1) MANAGEMENT'S OPINION AND ACCOUNTING POLICIES
The accompanying interim financial statements should be read in conjunction with
the Florafax International, Inc. (the Company's) Form 10-KSB for the year ended
August 31, 1997.
In the opinion of Management the unaudited consolidated financial statements
contain all adjustments (consisting of only normal recurring adjustments)
necessary to present fairly the Company's consolidated financial position as of
November 30, 1997 and the consolidated results of operations and cash flows for
the three months ended November 30, 1997.
Historically, the Company's flowers-by-wire operation is seasonal in that its
member florists send a much larger volume of orders during Thanksgiving, the
Christmas season, Valentine's Day, Easter and Mother's Day. Therefore, the
results of operations of an interim period may not necessarily be indicative of
the results expected for a full year. In an effort to increase orders to member
florists, the Company continues to engage in non traditional campaigns through
it's wholly owned subsidiary, The Flower Club (800-800 SEND). The Flower Club
was formed to generate additional orders by pursuing relationships with
nationally recognized corporations. The Company engages in joint marketing
campaigns with these corporations not only during holidays, but also during
non-seasonal periods in an effort to provide member florists with orders during
slow periods of the year.
7
<PAGE> 10
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
The Company continues to generate significant cash flows. Cash provided by
operating activities was $817,000 for the three months ended November 30, 1997
compared to $640,000 for the three months ended November 30, 1996.
Operating cash flows historically have been generated primarily from processing
floral orders and charge card transactions for the Company's member florists, as
well as collecting dues, fees and directory advertising from the members. Floral
order processing may require settlement with the fulfilling florist before
collection of funds from the sending florist. Charge card processing, however,
generally allows the Company to collect funds from the charge card issuer prior
to settlement with the merchant. Since in both types of transactions the Company
is both collecting and settling funds, the timing of these cash flows has a
significant impact on the Company's liquidity.
As discussed in Note 1 to the consolidated financial statements the Company
continues to engage in non traditional campaigns through it's wholly owned
subsidiary, The Flower Club (800 800 SEND). This has helped to improve the
Company's cash flow as the majority of orders generated through The Flower Club
are paid for by credit cards. This allows the Company to receive a significant
portion of its funds within days after processing the transaction.
During 1997 the Board of Directors approved the purchase of up to 1,000,000
shares of the Company's common stock. During the quarter ended November 30, 1997
the Company purchased 39,000 shares of its common stock at a cost of $178,000,
bringing the total number of treasury shares purchased to approximately 520,000
at a cost of $1,616,000.
RESULTS OF OPERATIONS
- ---------------------
GENERAL COMMENTS
Revenues are up in every category for the quarter ended November 30, 1997 when
compared to the same period in the previous year. Total net revenue is up 25%
when compared to the same period in the prior year. Operating income increased
by 72% for the quarter when compared to the prior year.
8
<PAGE> 11
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
NET REVENUES
Revenue from member dues and fees has increased for the quarter ended November
30, 1997 when compared to the same period in the prior year. This increase is
primarily attributable to an increase in member florists.
Floral order revenue increased significantly for the quarter when compared to
the same period last year, attributable primarily to an increase in Flower Club
revenues. In addition, the Company experienced an increase in the floral orders
sent between member florists as well as an increase in revenues generated by the
Talking Bouquet, a product introduced by the Company last year.
Net revenues from credit card operations increased moderately for the quarter
ended November 30, 1997 when compared to the same period in the prior year. The
Company's gross volume increased over 25% for the quarter when compared to last
year. However, as has been the case over the past year, the Company has reduced
discount rates for customers with significant amounts of volume in an effort to
remain competitive. Management believes thin profit margins are consistent
throughout the industry, and that the Companies current pricing strategy is
competitive.
Advertising and directory fees increased for quarter ended November 30, 1997
when compared to the same period in the prior year, due primarily to an increase
in members. Member florists are billed for both advertising and directories.
EXPENSES
Member support, general and administrative expenses increased for quarter ended
November 30, 1997 when compared to the prior year. The primary components of the
increase were labor costs, telephone expense, consulting fees and investor
relation expenses. The labor costs increased moderately as a result of increased
Flower Club order volume and general wage increases. The increase in telephone
related expenses was due to an increase in order volume and certain expenses
related to the new phone equipment in the Companies order centers. The increased
consulting fees and investor relation expenses are a result of the Companies
efforts to utilize the talents of certain individuals on an "as needed" basis,
including a public relations firm to assist in familiarizing the investment
community with the Company.
Selling and advertising expenses increased for the quarter ended November 30,
1997 when compared to the prior year. There are two main reasons for the
increase. First, the Company has increased its sales and marketing staff in
order to continue to grow its floral membership and generate additional orders
for member florists. Second, the Company paid higher marketing commissions and
printing costs related to the increased Flower Club order volume in 1997 when
compared to 1996.
9
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
INCOME TAXES
The Company accounts for income taxes using Financial Accounting Standard Board
statement No. 109, ACCOUNTING FOR INCOME TAXES, which requires the asset and
liability method of accounting for income taxes. Under the asset and liability
method deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Until 1996, the Company had provided the full valuation allowance on net
deferred tax assets based on the Company's history of losses and the uncertainty
surrounding the Company's ability to recognize such assets in the future.
However, during the year ended August 31, 1996 the Company re-evaluated its
historical losses, and its projected future earnings, and reached the conclusion
that it was more likely than not that some portion of the deferred tax asset
would be realized. At that time the valuation allowance was reduced resulting in
a net deferred tax benefit. At August 31, 1996 the Company still had available
certain income tax benefits related primarily to timing differences and
operating loss carryforwards for which a valuation allowance was recorded, due
to uncertainties surrounding the Company's ability to ultimately realize the
entire amount of these benefits. During 1996 as the Company incurred income tax
expense there were corresponding reductions in the valuation allowance, thereby
resulting in certain income tax benefits. These income tax benefits exceeded the
income tax expense causing no income tax expense to be shown in 1996.
At August 31, 1997 the Company further reduced the valuation allowance so that
the deferred tax asset reflected the ultimate amount of tax benefits expected to
be realized. Consequently, during the quarter ended November 30, 1997 Company
recorded a net income tax expense, as there were no income tax benefits to
offset the income tax expense.
YEAR 2000 ISSUE
The Company believes that it has adequately addressed the year 2000 issues. For
externally purchased software the Company has performed various test
transactions and concluded that these applications are ready for use in the year
2000. For internally developed software the Company has assessed the
applications and determined that relatively minor changes will be required for
the year 2000 at a minimal cost and effort.
10
<PAGE> 13
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
FORWARD-LOOKING STATEMENTS
When used in this report, the words "plan(s)", "intends(s)", "expect(s)",
"feel(s)", "will", "may", "believe(s)", "anticipate(s)", and similar expressions
are intended to identify forward-looking statements. The events described in
such statements are subject to certain risks and uncertainties which could cause
actual results to differ materially from those projected. Readers are cautioned
not to place undue reliance on these forward-looking statements which speak only
as of the date hereof. The Company undertakes no obligation to republish revised
forward-looking statements to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events. Readers are also
urged to carefully review and consider the various disclosures made by the
Company which attempt to advise interested parties of the factors which affect
the Company's business, including the disclosures made under the caption
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in the report, as well as the Company's periodic reports of Form
10-KSB, 10-QSB and 8-K filed with the Securities and Exchange Commission.
11
<PAGE> 14
PART II OTHER INFORMATION
Item 1. Legal Proceedings
For a summary of legal proceedings, reference is made to Item 3, Legal
Proceedings, included in the Company's annual report on Form 10-KSB for the year
ended August 31, 1997.
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. The Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on form 8-K
EXHIBITS
(27) Financial Data Schedule (for SEC use only).
The following items have been included as exhibits in filings by the Company in
a previous filing and, accordingly, are incorporated here by reference.
EXHIBIT REFERENCE
(3) Articles of incorporation and Bylaws of the Registrant, as amended.
(10) Material Contracts
12
<PAGE> 15
EXHIBIT REFERENCE
(a) Convertible subordinated notes due to Clark Estates
maturing June 30, 1996.
(b) Subordinated debentures maturing in 1998.
(c) Agreement dated December 3, 1993, Addendum, Second
Addendum, Third Addendum, Fourth Addendum and Fifth Addendum
thereto by and between the Registrant and Citizens Fidelity
Bank and Trust Company (now PNC Bank, Kentucky, Inc.).
(d) Purchase Agreement for certain assets formerly owned by
Savannah Floral Services, Inc. dated March 10, 1994.
(e) Note Payable to Andrew Williams dated March 10, 1994.
(f) Promissory Note to Citrus Bank dated November 9, 1993.
(g) Promissory Note to Citrus Bank dated November 17, 1993.
(h) Promissory Note to Citrus Bank dated January 25, 1994.
(i) Loan to James H. West, Director, President and Chief
Financial Officer, dated August 28, 1994.
(j) Consulting agreement with David Harper of Ventura County
California dated December 10, 1993.
(k) Promissory Note to Citrus Bank dated August 31, 1995.
(l) Operating lease agreement between Registrant and Alvin
Wunderlich dated April 1995.
(m) Agreement of Purchase and Sale made and entered into to be
effective December 29, 1995 by and between Registrant and St.
James Partners, LTD. 7% Convertible Promissory Note in the
amount of $2,500,000 dated February 28, 1996 due February 28,
1997.
(n) Security agreement dated February 28, 1996 executed in
connection with the $2,500,000 Convertible Promissory Note.
13
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EXHIBIT REFERENCE
(o) Common Stock Purchase Warrant for 250,000 shares of the
registrants common stock expiring January 1, 2001.
(p) Common Stock Purchase Warrant for 400,000 shares of the
registrants Common stock expiring January 1, 2001.
(q) Construction Agreement dated September 30, 1996 between
Registrant And C.E. Block, Architect of Vero Beach, Florida.
(22) Subsidiaries of the Registrant
Reports on Form 8-K
No reports on Form 8-K were filed during the first quarter of fiscal 1998.
14
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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.
Florafax International, Inc.
Date: January 12, 1998 James H. West
--------------------- ------------------------------
President and Chief
Financial Officer
15
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> AUG-31-1998
<PERIOD-START> SEP-01-1997
<PERIOD-END> NOV-30-1997
<CASH> 4,387,000
<SECURITIES> 0
<RECEIVABLES> 2,491,000
<ALLOWANCES> 552,000
<INVENTORY> 0
<CURRENT-ASSETS> 6,845,000
<PP&E> 4,077,000
<DEPRECIATION> 2,767,000
<TOTAL-ASSETS> 11,413,000
<CURRENT-LIABILITIES> 5,866,000
<BONDS> 80,000
0
0
<COMMON> 83,000
<OTHER-SE> 5,332,000
<TOTAL-LIABILITY-AND-EQUITY> 5,415,000
<SALES> 0
<TOTAL-REVENUES> 2,767,000
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2,274,000
<LOSS-PROVISION> 38,000
<INTEREST-EXPENSE> 2,000
<INCOME-PRETAX> 529,000
<INCOME-TAX> 191,000
<INCOME-CONTINUING> 338,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 338,000
<EPS-PRIMARY> 0.04
<EPS-DILUTED> 0.04
</TABLE>
