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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 MARCH 31, 1997
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: 22,257,100 shares outstanding as of
March 31, 1997.
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INDEX
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PAGE
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PART I--FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated and Combined Statements of Operations for the three month
period ended March 31, 1997 and 1996................................. 1
Consolidated and Combined Balance Sheets as of March 31, 1997 and
December 31, 1996.................................................... 2
Consolidated and Combined Statements of Cash Flows for the three month
period ended March 31, 1997 and 1996................................. 3
Notes to Consolidated and Combined Financial Statements............... 4
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.................................................. 4
Item 3. Quantitative and Qualitative Disclosures About Market Risk...... *
PART II--OTHER INFORMATION
Item 1. Legal Proceedings............................................... 6
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............................................... 6
Item 6. Exhibits and Reports on Form 8-K................................ 7
</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
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
----------------------
1997 1996
---------- ----------
<S> <C> <C>
Direct marketing sales................................. $ 35,149 $ 26,984
Database marketing sales............................... 16,539 14,910
Reference sales........................................ 14,112 12,475
---------- ----------
Total net sales...................................... 65,800 54,369
---------- ----------
Database and production costs.......................... 41,178 33,606
Amortization of goodwill............................... 1,908 1,889
Selling expenses....................................... 12,817 11,821
General and administrative expenses.................... 6,022 4,909
Provision for doubtful accounts........................ 488 419
---------- ----------
Earnings from operations............................. 3,387 1,725
Interest expense--related party........................ -- 5,345
Interest expense....................................... 291 60
Other (income)--net.................................... (117) (5)
---------- ----------
Earnings (loss) before income taxes.................. 3,213 (3,675)
Income tax expense (benefit)........................... 1,950 (788)
---------- ----------
Net income (loss).................................... $ 1,263 $ (2,887)
========== ==========
Net income (loss) per share.......................... $ .06 $ (.13)
========== ==========
Weighted average number of shares of common stock and
common stock equivalents outstanding................ 22,284,000 22,434,000
========== ==========
</TABLE>
See accompanying Notes to Consolidated and Combined Financial Statements.
1
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METROMAIL CORPORATION AND AFFILIATES
CONSOLIDATED AND COMBINED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
MARCH
31, DECEMBER 31,
ASSETS 1997 1996
------ -------- ------------
<S> <C> <C>
Cash and equivalents................................... $ 19,811 $ 18,530
Receivables, less sales allowances and allowances for
doubtful accounts of $4,546 in 1997 and $4,461 in
1996.................................................. 89,019 99,219
Inventories............................................ 7,172 6,722
Prepaid expenses....................................... 12,485 8,552
Deferred income taxes.................................. 793 793
-------- --------
Total current assets............................... 129,280 133,816
Net property, plant and equipment, at cost, less
accumulated depreciation of $52,922 in 1997 and
$50,701 in 1996....................................... 45,115 45,313
Goodwill and other intangibles, net of accumulated
amortization of $86,084 in 1997 and $86,372 in 1996... 258,163 255,799
Other assets........................................... 8,756 8,478
-------- --------
Total assets....................................... $441,314 $443,406
======== ========
<CAPTION>
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
<S> <C> <C>
Accounts payable....................................... $ 5,130 $ 6,608
Accrued compensation................................... 6,500 8,540
Deferred revenue....................................... 9,165 9,050
Other accrued liabilities.............................. 29,852 28,560
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Total current liabilities.......................... 50,647 52,758
Long-term debt......................................... 21,014 21,468
Deferred income taxes.................................. 1,601 1,591
Other noncurrent liabilities........................... 6,286 7,041
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Total noncurrent liabilities....................... 28,901 30,100
Shareholders' equity:
Common stock, $.01 par value, authorized 75,000,000
shares; issued 22,437,000. Preferred stock, $.01 par
value, authorized 20,000,000 shares; no shares
issued.............................................. 224 224
Treasury stock (179,900 shares March 31, 1997 and
125,100 shares December 31, 1996)................... (3,133) (2,146)
Additional paid-in capital........................... 375,590 374,832
Retained deficit (includes cumulative adjustment for
currency translation of $184 in 1997 and $3 in
1996)............................................... (10,915) (12,362)
-------- --------
Total shareholders' equity......................... 361,766 360,548
-------- --------
Total liabilities and shareholders' equity......... $441,314 $443,406
======== ========
</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
(IN THOUSANDS)
<TABLE>
<CAPTION>
THREE MONTHS
ENDED
MARCH 31,
-----------------
1997 1996
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Cash flows provided by (used in) operating activities:
Net income (loss) from operations........................ $ 1,263 $ (2,887)
Depreciation and amortization of intangibles............. 5,595 3,548
Amortization of goodwill................................. 1,908 1,889
Net change in assets and liabilities..................... 3,441 2,298
------- --------
Net cash provided by operating activities............ 12,207 4,848
Cash flows used for investing activities:
Capital expenditures..................................... (7,719) (7,860)
Other investments........................................ (1,950) --
------- --------
Net cash used for investing activities............... (9,669) (7,860)
Cash flows provided by (used for) financing activities:
Borrowings and advances from related parties............. -- 75,389
Repayments of borrowings and advances from related
parties................................................. -- (74,431)
Change in borrowings..................................... (454) 1,956
Purchase of treasury stock............................... (987) --
------- --------
Net cash provided by (used for) financing activities. (1,441) 2,914
------- --------
Effect of exchange rate changes on cash and cash
equivalents............................................... 184 98
------- --------
Net increase (decrease) in cash and equivalents.......... 1,281 --
Cash and equivalents at beginning of period.......... 18,530 --
------- --------
Cash and equivalents at end of period................ $19,811 --
======= ========
The changes in assets and liabilities, net of balances
assumed through
acquisitions were as follows:
Decrease (increase) in assets:
Receivables--net....................................... 10,200 9,040
Inventories--net....................................... (450) (1,409)
Prepaid expenses....................................... (3,933) (1,089)
Other assets........................................... 480 (1,076)
Increase (decrease) in liabilities:
Accounts payable....................................... (1,478) (860)
Accrued compensation................................... (2,040) (1,272)
Deferred revenue....................................... 115 (1,285)
Other accrued liabilities.............................. 1,292 (400)
Deferred income taxes.................................. 10 --
Other noncurrent liabilities........................... (755) 649
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Net change in assets and liabilities................. $ 3,441 $ 2,298
======= ========
</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 Annual Report on Form 10-K for the year ended
December 31, 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.
As a result of the IPO, the number of outstanding shares of Common Stock
increased to 22,434,000 shares 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 March 31, 1997 compared to three months ended March 31,
1996
Total net sales increased 21.0% to $65.8 million for the first quarter of
1997 from $54.4 million for the first quarter of 1996. This $11.4 million
increase was comprised of an $8.2 million, or 30.3%, increase in direct
marketing sales, a $1.6 million, or 10.9%, increase in database marketing sales
(previously included in direct marketing sales) and a $1.6 million, or 13.1%,
increase in reference sales. Within direct marketing services, list services in
the U.S. and U.K., as well as lettershop services, all produced double digit
growth over the prior year first quarter. Sales growth for database marketing
services, which includes software sales and list enhancement services, resulted
primarily from strong demand for the Company's AnalytiX(R) and Explore(TM)
software products. The growth in reference sales was primarily due to a 30.4%
increase in the Company's MetroNet(R) and National Directory Assistance
("NDA(R)") on-line services along with 2.5% growth in the directory business.
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, annual costs to acquire data and amortization of
capitalized data costs, facility costs and depreciation of equipment. Database
and production costs increased for the three months ended March 31, 1997 to
$41.2 million, or 62.6% as a percentage of total net sales, from $33.6 million
for the three months ended March 31, 1996, or 61.8% as a percentage of total
net sales. Approximately $3.1 million of the increase was due to increased
volume in the lettershops, increased staffing and facility costs to support the
growth of the Company's software business and online services. Increased salary
costs across all operations accounted for the balance of the increase. The
increase as a percentage of total net sales was primarily due to the increased
costs incurred for the higher than planned volume at the lettershops, which
have higher production costs as a percentage of total net sales compared to the
other operations of the Company.
4
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Selling expense of $12.8 million increased $1.0 million, or 8.5%, from the
three months ended March 31, 1996, and decreased as a percentage of total net
sales to 19.5% from 21.7% in the prior year period. The improvement in selling
expense as a percentage of total net sales was due to increased efficiencies
across the sales organizations.
General and administrative expenses increased $1.1 million, or 22.7%, from
the three months ended March 31, 1996 primarily due to increased staff costs
associated with being a stand alone public company. None of these costs were
incurred in the first quarter of 1996.
Earnings from operations of $3.4 million increased $1.7 million for the
three months ended March 31, 1997 from $1.7 million for the three months ended
March 31, 1996 due to the foregoing factors.
Interest expense-related party, primarily paid to a subsidiary of R. R.
Donnelley, of $5.3 million for the three months ended March 31, 1996, was zero
for the three months ended March 31, 1997 due to the elimination of the
related party debt subsequent to completion of the IPO.
The Company's tax expense increased $2.7 million compared to the first
quarter of 1996 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 $4.2 to $1.3 million compared to a $2.9 million loss
for the first quarter of 1996 as a result of the foregoing factors.
CHANGES IN FINANCIAL CONDITION
For the first three months of 1997, operating cash flow (net income plus
depreciation and amortization) of $8.8 million increased $6.2 million over 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 and investments for the first three months of 1997
totaled $9.7 million, an increase of $1.8 million over the first three months
of 1996, primarily due to a minority investment in a provider of database
marketing and direct marketing services.
The Company has entered into a credit agreement with a syndicate of banks
(the "Credit Agreement") under which it is entitled to borrow up to $45
million on a revolving credit basis. Borrowings under the Credit Agreement
mature in 2001 and 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
March 31, 1997 there was $21.0 million outstanding under the credit agreement
resulting from the repayment of related party debt and borrowings to provide
operating funds for the Company's U.K. operations.
Under the terms of a stock repurchase program approved by the Board of
Directors in December 1996, the Company repurchased 54,800 shares of Common
Stock for $1.0 million during the three months ended March 31, 1997.
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 1994, 1995 and 1996, total net sales of the Company during the second half
of the year constituted 56.3%, 55.3% and 56.0%, respectively, of total net
sales for the year.
5
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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 1994, 1995 and 1996 constituted 70.4%, 55.6%
and 72.0%, respectively, of total earnings from operations for the year. Had
the deferral of approximately $2.0 million of expenses from the second quarter
of 1995 to the third and fourth quarters of 1995 (resulting in a $2.0 million
negative impact on earnings from operations for the second half of 1995) not
taken place, 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 1997. Furthermore,
in 1997, the U.K. operations will distribute only one survey (in the third
quarter 1997) compared to two in 1996 (second quarter and fourth quarter 1996)
reflecting the new nine month production cycle for this portion of the U.K.
operation's business. The 1996 surveys produced $7.4 million and $9.8 million
of revenue in the second and fourth quarters of 1996, respectively. The second
and fourth quarters of 1997 will not include any U.K. survey revenue. In 1997
the U.K. survey revenue will be reflected in the Company's results in the
third quarter. Revenues in 1998 are expected to include two surveys for the
Company's U.K. operations.
The Company is required to adopt Statement of Financial Accounting Standards
(SFAS) No. 128 on Earnings per Share and SFAS No. 129 on Capital Structure for
both interim and annual periods ending after December 15, 1997. Earlier
adoption is prohibited. The impact of the adoption of these standards is not
expected to be material to the Company's financial statements.
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. In April, 1997, the Court
dismissed the complaints against the Texas Department of Criminal Justice, the
executive director of the Texas Department of Criminal Justice and the
chairman of the Texas Board of Criminal Justice. In addition, in April, 1997,
a third amended complaint was filed naming three additional plaintiffs, none
of whom alleged that he or she received any offensive letter from a prisoner
that key punched data. The Company does not anticipate that the foregoing
developments will have any adverse impact on the outcome of this lawsuit.
Refer to Part I, Item 3 of the Company's Annual Report on Form 10-K for the
year ended December 31, 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 7 of the Company's Annual Report on Form 10-K for the year ended
December 31, 1996 for a description of such factors.
6
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) EXHIBITS
<TABLE>
<C> <S>
Third Restated Certificate of Incorporation of Metromail
3(i) Corporation. (1)
4 Rights Agreement, dated as of February 24, 1997, between Metromail
Corporation and
American Stock Transfer and Trust Company, as Rights Agent. (2)
10.1* Management Agreement between Metromail Corporation and Barton L.
Faber.(1)
10.2* Management Agreement between Metromail Corporation and Susan L.
Henricks.(1)
10.3* Management Agreement between Metromail Corporation and Ronald G.
Eidell.(1)
10.4* Management Agreement between Metromail Corporation and Thomas J.
Quarles.(1)
10.5* Management Agreement between Metromail Corporation and Tery R.
Larrew.(1)
10.6* Metromail Corporation Directors' Deferred Retainer Plan.(1)
10.7 Registration Rights Agreement, dated as of February 24, 1997,
between Metromail
Corporation and R. R. Donnelley & Sons Company.(3)
10.8 Acknowledgment and Agreement, dated as of February 24, 1997,
between Metromail
Corporation and R. R. Donnelley & Sons Company.(3)
27 Financial Data Schedule.
</TABLE>
(b) The Company filed a Current Report on Form 8-K dated February 24, 1997
reporting under Item 5 and Item 7 the adoption by the Company's Board of
Directors of a stockholder rights plan and the entering into by the Company of
a Registration Rights Agreement and a Letter Agreement with R. R. Donnelley.
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*Denotes management contract or compensatory plan or arrangement.
(1) Filed as an Exhibit to the Company's Annual Report on Form 10-K for the
year ended December 31, 1996, and incorporated herein by reference.
(2) Filed as an Exhibit to the Company's Registration Statement on Form 8-A,
filed on February 26, 1997, and incorporated herein by reference.
(3) Filed as an Exhibit to the Company's Current Report on Form 8-K dated
February 24, 1997, and incorporated herein by reference.
7
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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: May 13, 1997
8
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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 March 31, 1997, and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 19,811
<SECURITIES> 0
<RECEIVABLES> 93,565
<ALLOWANCES> (4,546)
<INVENTORY> 7,172
<CURRENT-ASSETS> 129,280
<PP&E> 98,037
<DEPRECIATION> (52,922)
<TOTAL-ASSETS> 441,314
<CURRENT-LIABILITIES> 50,647
<BONDS> 0
<COMMON> 224
0
0
<OTHER-SE> 361,766
<TOTAL-LIABILITY-AND-EQUITY> 441,314
<SALES> 0
<TOTAL-REVENUES> 65,800
<CGS> 0
<TOTAL-COSTS> 61,925
<OTHER-EXPENSES> (117)
<LOSS-PROVISION> 488
<INTEREST-EXPENSE> 291
<INCOME-PRETAX> 3,213
<INCOME-TAX> 1,950
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1263
<EPS-PRIMARY> .06
<EPS-DILUTED> .06
</TABLE>
