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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1996
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 1-14348
METROMAIL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 13-3015410
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
360 EAST 22ND STREET, LOMBARD, IL 60148-4989
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES INCLUDING ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (630) 620-3300
Indicate by check mark whether the registrant (1) has filed all reports
required 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 reports) and (2) has been subject to such filing
requirements for the past 90 days. YES [X] NO [_]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.
Common Stock, par value $.01 per share: 22,437,000 shares outstanding as of
September 30, 1996.
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INDEX
<TABLE>
<CAPTION>
PAGE
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PART I--FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated and Combined Statements of Operations for the three and
nine month periods ended September 30, 1996 and 1995................. 1
Consolidated and Combined Balance Sheets as of September 30, 1996 and
December 31, 1995.................................................... 2
Consolidated and Combined Statements of Cash Flows for the nine month
period ended September 30, 1996 and 1995............................. 3
Notes to Consolidated and Combined Financial Statements............... 4
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.................................................. 4
PART II--OTHER INFORMATION
Item 1. Legal Proceedings............................................... 8
Item 2. Changes in Securities........................................... *
Item 3. Defaults Upon Senior Securities................................. *
Item 4. Submission of Matters to a Vote of Security Holders............. *
Item 5. Other Information............................................... 8
Item 6. Exhibits and Reports on Form 8-K................................ 8
</TABLE>
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* No response to this item is included herein for the reason that it is
inapplicable or the answer to such item is negative.
<PAGE>
PART I--FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS.
METROMAIL CORPORATION AND AFFILIATES
CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
THREE MONTHS
ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
---------------- ------------------
1996 1995 1996 1995
------- ------- -------- --------
(THOUSANDS OF DOLLARS, EXCEPT PER
SHARE DATA)
<S> <C> <C> <C> <C>
Direct marketing sales.................... $54,820 $48,018 $152,673 $131,740
Reference sales........................... 13,410 13,105 39,272 35,608
------- ------- -------- --------
Total net sales......................... 68,230 61,123 191,945 167,348
------- ------- -------- --------
Database and production costs............. 37,345 35,202 108,796 94,587
Amortization of goodwill.................. 1,894 1,875 5,673 5,526
Selling expense........................... 11,942 11,829 37,332 32,856
General and administrative expenses....... 5,463 4,474 17,137 12,203
Provision for doubtful accounts........... 693 476 1,676 1,369
------- ------- -------- --------
Earnings from operations................ 10,893 7,267 21,331 20,807
Interest expense--related party........... -- 5,323 10,178 15,418
Interest expense.......................... 256 -- 587 10
Other (income)--net....................... (97) (69) (142) (95)
------- ------- -------- --------
Earnings before income taxes............ 10,734 2,013 10,708 5,474
Income taxes.............................. 4,787 1,465 6,164 4,195
------- ------- -------- --------
Net income.............................. $ 5,947 $ 548 $ 4,544 $ 1,279
======= ======= ======== ========
Net income per share.................... $ 0.27 $ 0.02 $ 0.20 $ 0.06
======= ======= ======== ========
</TABLE>
See accompanying Notes to Consolidated and Combined Financial Statements.
1
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METROMAIL CORPORATION AND AFFILIATES
CONSOLIDATED AND COMBINED BALANCE SHEETS
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
ASSETS 1996 1995
------ ------------- ------------
(THOUSANDS OF DOLLARS)
<S> <C> <C>
Cash and equivalents................................ $ 24,834 $ --
Receivables, less sales allowances and allowances
for doubtful
accounts of $4,569 in 1996 and $3,965 in 1995...... 76,984 68,438
Inventories......................................... 7,255 5,658
Prepaid expenses.................................... 11,879 7,449
Deferred income taxes............................... 625 625
-------- --------
Total current assets............................ 121,577 82,170
Net property, plant and equipment, at cost, less
accumulated
depreciation of $49,739 in 1996 and $43,392 in
1995............................................... 43,553 37,545
Goodwill and other intangibles, net of accumulated
amortization of
$80,838 in 1996 and $66,614 in 1995................ 250,443 252,526
Deferred income taxes............................... 177 149
Other assets........................................ 8,305 6,331
-------- --------
Total assets.................................... $424,055 $378,721
======== ========
<CAPTION>
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
<S> <C> <C>
Accounts payable.................................... $ 6,006 $ 5,742
Accrued compensation................................ 7,076 6,073
Short-term debt..................................... -- 1,884
Short-term debt and advances--due to related
parties............................................ -- 248,492
Deferred revenue.................................... 6,866 6,721
Other accrued liabilities........................... 25,104 19,206
-------- --------
Total current liabilities....................... 45,052 288,118
Long-term debt...................................... 16,639 --
Other noncurrent liabilities........................ 5,860 5,211
-------- --------
Total noncurrent liabilities.................... 22,499 5,211
Shareholders' equity:
Capital stock..................................... 224 86
Additional paid-in capital........................ 378,055 111,779
Retained deficit (includes cumulative adjustment
for currency
translation of $(83) in 1996 and $(237) in 1995). (21,775) (26,473)
-------- --------
Total shareholders' equity...................... 356,504 85,392
-------- --------
Total liabilities and shareholders' equity...... $424,055 $378,721
======== ========
</TABLE>
See accompanying Notes to Consolidated and Combined Financial Statements.
2
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METROMAIL CORPORATION AND AFFILIATES
CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
------------------
1996 1995
-------- --------
(THOUSANDS OF
DOLLARS)
<S> <C> <C>
Cash flows provided by (used in) operating activities:
Net income from operations.............................. $ 4,544 $ 1,279
Depreciation and amortization of intangibles............ 14,369 10,329
Amortization of goodwill................................ 5,673 5,526
Other--net.............................................. 154 1,046
Net change in assets and liabilities.................... (8,616) (2,149)
-------- --------
Net cash provided by operating activities........... 16,124 16,031
Cash flows used for investing activities:
Capital expenditures.................................... (23,967) (21,783)
Other investments including acquisitions, net of cash... -- (15,330)
-------- --------
Net cash used for investing activities.............. (23,967) (37,113)
Cash flows provided by (used for) financing activities:
Borrowings and advances from related parties............ 131,592 232,249
Repayments of borrowings and advances from related
parties................................................ (380,084) (215,102)
Increase in borrowings.................................. 14,755 --
Proceeds from initial public offering................... 266,414 --
Capital contribution--related party..................... -- 3,935
-------- --------
Net cash provided by financing activities........... 32,677 21,082
-------- --------
Net increase in cash and equivalents.................... 24,834 --
-------- --------
Cash and equivalents at beginning of year........... -- --
Cash and equivalents at end of period............... $ 24,834 $ --
======== ========
The changes in assets and liabilities, net of balances
assumed through
acquisitions were as follows:
Decrease (increase) in assets:
Receivables--net...................................... $ (8,546) $ (510)
Inventories--net...................................... (1,597) (8,179)
Prepaid expenses...................................... (4,430) 2,911
Deferred income taxes................................. (28) (626)
Other assets.......................................... (1,974) 844
Increase (decrease) in liabilities:
Accounts payable...................................... 264 (4,943)
Accrued compensation.................................. 1,003 (1,931)
Deferred revenue...................................... 145 93
Other accrued liabilities............................. 5,898 11,411
Deferred income taxes................................. -- (1,121)
Other noncurrent liabilities.......................... 649 (98)
-------- --------
Net change in assets and liabilities................ $ (8,616) $ (2,149)
======== ========
</TABLE>
See accompanying Notes to Consolidated and Combined Financial Statements.
3
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METROMAIL CORPORATION AND AFFILIATES
NOTES TO CONSOLIDATED AND COMBINED
FINANCIAL STATEMENTS
NOTE 1.
The consolidated and combined financial statements included herein are
unaudited and have been prepared by Metromail Corporation (the "Company") to
conform with the requirements applicable to this Quarterly Report on Form 10-
Q. Certain information and disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been omitted as permitted by such requirements. However, the
Company believes that the disclosures made are adequate to make the
information presented not misleading. These consolidated and combined
financial statements should be read in conjunction with the Company's
Registration Statement on Form S-1 (No. 333-2042) that became effective on
June 13, 1996.
The consolidated and combined financial statements included herein reflect,
in the opinion of the Company, all adjustments (which include only normal,
recurring adjustments) necessary to present fairly the financial information
for such periods.
NOTE 2.
On June 19, 1996, the Company completed an initial public offering of
13,800,000 shares of Common Stock (the "IPO"). Prior to the IPO, the Company
had been a wholly-owned subsidiary of R.R. Donnelley & Sons Company ("R.R.
Donnelley"). Approximately $247.4 million of the net proceeds of $267.4
million from the IPO were used to repay the amounts owed by the Company to a
subsidiary of R.R. Donnelley and the amounts owed by a subsidiary of the
Company under a revolving credit facility. The reduction in debt is expected
to substantially reduce the Company's interest expense for the remainder of
the year.
As a result of the IPO, the amount of outstanding shares of Common Stock was
increased 13,834,000 shares to 22,434,000 shares (including 34,000 restricted
shares granted to key executives) from 8,600,000 shares outstanding prior to
the IPO. Additional paid-in capital was increased to $379.1 million primarily
due to the proceeds from the IPO.
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
RESULTS OF OPERATIONS
Three months ended September 30, 1996 compared to three months ended
September 30, 1995
Total net sales increased 11.6% to $68.2 million for the third quarter of
1996 from $61.1 million for the third quarter of 1995. This $7.1 million
increase was comprised of a $6.8 million, or 14.2%, increase in direct
marketing sales and a $0.3 million increase in reference sales. Within the
traditional direct marketing services of list, list enhancement, and U.S.
survey, sales increased $3.1 million reflecting growth across all of these
areas. Lettershops sales increased $1.2 million. Marketing database sales,
through the Company's wholly owned subsidiary, Customer Insight Company, grew
$2.0 million due to continuing strong demand for the AnalytiX(R) database
software product. The growth in reference services was due to a 15.6% increase
in the Company's MetroNet(R) and National Directory Assistance ("NDA") on-line
services, offset by a 6.6% decline in directory publishing services due to the
late receipt of information from a third party supplier needed to timely
publish certain of the directories.
Database and production costs primarily represent expenses incurred to
maintain the Company's database and to customize data for client use,
including salaries and wages, amortization of capitalized data costs, facility
costs and depreciation of equipment. Database and production costs increased
for the three months ended September 30, 1996 to $37.3 million, or 54.7% as a
percentage of total net sales, from $35.2 million for the three months ended
September 30, 1995, or 57.6% as a percentage of total net sales. The $2.1
million increase
4
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was due to investment for growth in the NDA on-line services and marketing
database services, increased survey data amortization, increased production
costs related to increased volume for the lettershops and increased directory
publishing costs. The improvement in the percentage to net sales was due to
the effect of sales growth related to the increased computer capacity added
mid year 1995, the cost of which remained relatively fixed through the current
period. The improvement was also due to the negative impact on the third
quarter of 1995 of expense deferrals from the second quarter of 1995 into the
third and fourth quarters of 1995, as described below.
Selling expense of $11.9 million increased $0.1 million from the three month
period ended September 30, 1995, but decreased as a percentage of total net
sales to 17.5% from 19.4% in the prior year period. The improvement in the
expense as a percentage of net sales was due to increased efficiencies across
the sales organizations.
General and administrative expenses grew $1.0 million, or 22.2%, from the
three months ended September 30, 1995, and increased as a percentage of total
net sales from 7.3% to 8.0% for the three months ended September 30, 1996 due
to increased staff costs associated with being a stand alone public company.
Provision for doubtful accounts increased from the third quarter of 1995,
essentially in line with the growth in total net sales, and increased as a
percentage of net sales from 0.8% in 1995 to 1.0% in 1996.
Earnings from operations of $10.9 million increased $3.6 million for the
three months ended September 30, 1996 from $7.3 million for the three months
ended September 30, 1995 due to the foregoing factors and due to a $1.0
million negative impact in the third quarter of 1995 from the deferral of
approximately $2.0 million of expenses from the second quarter of 1995 to the
third and fourth quarters of 1995.
Interest expense-related party, primarily paid to a subsidiary of R.R.
Donnelley, of $5.3 million for the three months ended September 30, 1995 was
zero for the three months ended September 30, 1996 due to the elimination of
the related party debt subsequent to completion of the IPO.
The Company's tax expense increased $3.3 million compared to the third
quarter of 1995 due to the increase in earnings before income taxes. The
effective tax rate exceeds the U.S. federal statutory rate primarily due to
the effect of non-deductible goodwill amortization.
Net income increased $5.4 million to $5.9 million for the three months ended
September 30, 1996 as a result of the foregoing factors.
Nine months ended September 30,1996 compared to nine months ended September
30, 1995
Total net sales increased 14.7% to $191.9 million for the nine months ended
September 30, 1996 from $167.3 million for the nine months ended September 30,
1995. This $24.6 million increase resulted from a $21.0 million, or 15.9%,
increase in direct marketing sales and a $3.6 million, or 10.3%, increase in
reference sales. Direct marketing sales growth was due to $7.7 million of
additional sales in the U.K. survey business due to growth and the inclusion
in 1996 of a full nine months of sales of International Communication & Data
PLC ("ICD") (acquired in May 1995). Additional direct marketing growth was due
to increased database marketing sales of $5.2 million due to strong demand for
the AnalytiX(R) database software product, increased lettershop volume of $1.8
million and more modest increases across the traditional direct marketing
services of list, list enhancement, and U.S. survey. Reference services sales
growth was primarily due to a 23.8% increase in the Company's MetroNet(R) and
NDA on-line services, offset by lower sales growth in directory publishing
services.
Database and production costs increased from $94.6 million for the nine
months ended September 30, 1995, or 56.5% as a percentage of total net sales,
to $108.8 million, or 56.7% as a percentage of total net sales, for the nine
months ended September 30, 1996. This growth was due to increased expenses
related to the start up of the NDA on-line services of $4.7 million, increased
ICD expenses of $2.5 million, increased directory publishing costs, increased
costs to support the growth in marketing database services, increased U.S.
survey expenses and expenses related to the upgrade of computer capacity, and
increased production costs to support the increased
5
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volume for the lettershops. The increase in the database and production costs
as a percentage to sales was due to the expenses related to the NDA on-line
services, first introduced in 1995, and expenses incurred to continue building
the BehaviorBank database through the U.S. survey, offset by increased sales
across the other areas of the business coupled with minimal increases in
database and production costs due to the relatively fixed cost nature of the
business.
Amortization of goodwill increased slightly to $5.7 million for the nine
months ended September 30, 1996 reflecting the increased goodwill related to
the acquisition of ICD in May 1995.
Selling expense increased $4.5 million, or 13.6%, from the first nine months
of 1995 and decreased as a percentage of total net sales to 19.5% for the
first nine months of 1996 from 19.6% for the first nine months of 1995. The
increase in the amount was due to the increase in sales and related expense
across all operations and from the acquisition of ICD where selling expenses
as a percentage of total net sales is higher than the Company's other
operations.
General and administrative expenses grew $4.9 million, or 40.4%, from the
first nine months of 1995 and as a percentage of total net sales from 7.3% to
8.9% for the nine months ended September 30, 1996. The increase resulted
primarily from the acquisition of ICD and increased staff costs associated
with being a stand alone public company.
Earnings from operations of $21.3 million for the nine months ended
September 30, 1996 increased $.5 million from $20.8 million for the nine
months ended September 30, 1995 due to the foregoing factors.
Interest expense-related party, primarily paid to a subsidiary of R.R.
Donnelley, decreased $5.2 million due to the use of the IPO proceeds to repay
the amounts owed to a subsidiary of R.R. Donnelley.
Interest expense of $0.6 million resulted from borrowings under a credit
agreement with a syndicate of banks (see Changes in Financial Condition)
required to pay related party debt for ICD and provide for operating funds in
the U.K.
The Company's tax expense increased $2.0 million compared to the first nine
months ended September 30, 1995 due to the increase in earnings before income
taxes. The effective tax rate exceeds the U.S. Federal statutory rate
primarily due to the effect of non-deductible goodwill amortization.
Net income increased $3.3 million to $4.5 million for the nine months ended
September 30, 1995 as a result of the foregoing factors.
CHANGES IN FINANCIAL CONDITION
For the first nine months, operating cash flow (net income plus depreciation
and amortization) of $24.6 million increased $7.4 million, or 43.5%, from the
prior year period. The Company believes that cash flows from operations will
be sufficient to fund its ongoing operations on a long-term basis, as well as
continued growth and investment. The Company expects the credit agreement
described below to be available for seasonal cash needs and acquisitions.
Capital expenditures for the first nine months totaled $24.0 million, an
increase of $2.2 million over the first nine months of 1995. Capital
expenditures for the full year are expected to be approximately $30 million.
The Company has entered into a credit agreement with a syndicate of banks
(the "Credit Agreement") under which it will be entitled to borrow up to $45
million on a revolving credit basis. Borrowings under the Credit Agreement
will mature in 2001 and will bear interest (i) at the prime rate announced by
the bank acting as agent for the syndicate, (ii) at the LIBOR rate plus,
depending on the Company's leverage ratio and fixed charge coverage ratio, up
to 42.5 basis points per annum, or (iii) at a rate determined by competitive
bidding. At September 30, 1996, there was $16.6 million outstanding under the
credit agreement resulting from the repayment of related party debt for ICD
and to provide operating funds for the U.K.
6
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OUTLOOK
Historically, the Company's net sales build quarterly through the year, with
the majority of net sales being achieved in the second half of a given year.
In 1993, 1994 and 1995, total net sales of the Company during the second half
of the year constituted 56.2%, 56.3% and 55.3%, respectively, of total net
sales for the year.
Many of the Company's expenses are incurred ratably throughout the year and,
when combined with the quarterly revenue pattern discussed above, result
historically in fluctuations in earnings from operations. Earnings from
operations are strongest in the second half of the year. Earnings from
operations in the second half of 1993, 1994 and 1995 constituted 80.7%, 70.4%
and 55.6%, respectively, of total earnings from operations for the year. Had
certain expense deferral actions discussed above in this Item 2 not been taken
in the second quarter of 1995 (to the detriment of operating earnings for the
second half of 1995), the Company estimates that the percentage of earnings
from operations for the second half of 1995 would have been approximately
62.1% of the full year's earnings from operations.
Management expects the historical patterns of larger second half portions of
the year's sales and operating earnings to occur again in 1996. In addition,
compared to the first half of 1996 and to the last half of 1995, management
expects significantly lower interest expense, the result of the debt repayment
in June using the net proceeds received from the IPO.
7
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PART II--OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
The Company has previously reported that it is a party to a lawsuit filed in
the District Court of Travis County, Texas, entitled Beverly J. Dennis v.
Metromail Corporation et al., Cause No. 96-04451. Refer to Part II, Item 1 of
the Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
1996 for additional disclosure regarding this lawsuit.
ITEM 5. OTHER INFORMATION.
Certain statements in this filing and elsewhere (such as in other filings by
the Company with the Securities and Exchange Commission, press releases,
presentations by the Company or its management and oral statements) may
constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forward-looking statements
involve known and unknown risks, uncertainties, and other factors which may
cause the actual results, performance or achievements of the Company to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Refer to the
Company's Registration Statement (No. 333-2042) under "Risk Factors," and Part
II, Item 5 of the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1996 for a description of such factors.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) EXHIBITS
27Financial Data Schedule.
(b) No Current Report on Form 8-K was filed by the Company during the third
quarter of 1996.
8
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SIGNATURE
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.
Metromail Corporation
/s/ Kenneth A. Glowacki
By___________________________________
Kenneth A. Glowacki
Vice President, Finance
(Authorized Officer and
Chief Accounting Officer)
Date: November 13, 1996
9
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<PAGE>
<ARTICLE> 5
<LEGEND> This schedule contains summary financial information extracted from the
Form 10-Q quarterly report for the quarter ended September 30, 1996, and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 24,834
<SECURITIES> 0
<RECEIVABLES> 81,553
<ALLOWANCES> (4,569)
<INVENTORY> 7,255
<CURRENT-ASSETS> 121,577
<PP&E> 93,292
<DEPRECIATION> (49,739)
<TOTAL-ASSETS> 424,055
<CURRENT-LIABILITIES> 45,052
<BONDS> 379
<COMMON> 224
0
0
<OTHER-SE> 356,504
<TOTAL-LIABILITY-AND-EQUITY> 424,055
<SALES> 0
<TOTAL-REVENUES> 191,945
<CGS> 0
<TOTAL-COSTS> 168,938
<OTHER-EXPENSES> (142)
<LOSS-PROVISION> 1,676
<INTEREST-EXPENSE> 10,765
<INCOME-PRETAX> 10,708
<INCOME-TAX> 6,164
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,544
<EPS-PRIMARY> .20
<EPS-DILUTED> .20
</TABLE>
