UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended: June 30, 1996
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or
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number: 0-13121
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HMG Worldwide Corporation
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(Exact name of registrant as specified in its charter)
Delaware 13-3402432
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
475 Tenth Avenue, New York, NY 10018
- -------------------------------- ------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212)736-2300
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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 reports) 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
PROCEEDINGS 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.
Class Outstanding at August 13, 1996
- ---------------------------- ------------------------------
Common Stock, $.01 par value 7,567,517
<PAGE>
<TABLE>
<CAPTION>
Part I. Financial Information
Item 1.
HMG WORLDWIDE CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
June 30, 1996 December 31, 1995
------------- -----------------
(unaudited)
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 6,793 $8,139
Accounts receivable - less
allowance for doubtful
accounts of $572 and $596 7,686 8,681
Inventory 4,481 5,254
Prepaid expenses 241 440
Other current assets 357 225
------ ------
Total current assets 19,558 22,739
Property and equipment - net 2,699 2,143
Excess of cost over fair
market value of assets acquired,
less accumulated amortization
of $1,003 and $799 7,156 7,360
Other assets 506 406
------- ------
$29,919 $32,648
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of
long-term obligations $ 7,573 $ 7,557
Note payable 461 714
Accounts payable 5,252 4,331
Accrued employee compensation
and benefits 1,106 1,571
Deferred revenue 1,147 696
Accrued expenses 866 1,533
Restructuring costs 1,418 1,973
Other current liabilities 1,217 1,740
------ ------
Total current liabilities 19,040 20,115
Pension obligation 1,871 1,965
Other long-term liabilities 404 492
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21,315 22,572
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Stockholders' equity:
Common stock, par value $.01;
50,000,000 shares authorized;
7,567,517 issued
and outstanding 76 76
Additional paid-in capital 33,258 33,258
Accumulated deficit (24,730) (23,258)
------ ------
8,604 10,076
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$29,919 $32,648
======= =======
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
<TABLE>
<CAPTION>
HMG WORLDWIDE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share data)
(unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
------------------ ----------------
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net revenues $13,862 $11,085 $24,546 $22,035
Cost of revenues 10,569 9,050 19,413 17,666
------- ------- ------- -------
Gross profit 3,293 2,035 5,133 4,369
Selling, general and
administrative expenses 3,265 4,149 6,395 8,789
------- ------- ------- -------
Income (loss) from
operations 28 (2,114) (1,262) (4,420)
Interest income 77 158 179 317
Interest expense (187) (195) (378) (356)
------- ------- ------- -------
Loss before
provision for income
taxes (82) (2,151) (1,461) (4,459)
Provision for income taxes (3) (6) (11) (17)
------- ------- ------- -------
Net loss ($ 85) ($ 2,157) ($1,472) ($4,476)
======== ======= ======= =======
Net loss per common
and common equivalent
share ($ 0.01) ($ 0.28) ($ 0.19) ($ 0.59)
======= ======= ======= =======
Weighted average number
of common and common
equivalent shares
outstanding 7,567,517 7,567,517 7,567,517 7,567,517
========= ========= ========= =========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
<TABLE>
<CAPTION>
HMG WORLDWIDE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
Six Months Ended June 30,
------------------------
1996 1995
---- ----
<S> <C> <C>
Cash flows from operating activities:
Cash received from customers $26,019 $21,468
Interest received 179 317
Cash paid to suppliers (21,135) (20,146)
Cash paid to employees (5,000) (6,214)
Income taxes paid (13) (11)
Interest paid (372) (357)
------- -------
Net cash used in
operating activities (322) (4,943)
------- -------
Cash flows from investing activities:
Proceeds from redemption of
marketable securities 6,828
Capital expenditures (785) (166)
------- -------
Net cash provided by
(used in) investing
activities (785) 6,662
------- -------
Cash flows from financing activities:
Net proceeds from exercise
of stock options 10
Proceeds derived from a credit
agreement 16 3,557
Principal payments of
outstanding debt obligations (253) (488)
------- -------
Net cash provided by (used in)
financing activities (237) 3,079
------- -------
Effect of exchange rate changes (2) 85
------- -------
Net increase (decrease) in
cash and cash equivalents (1,346) 4,883
Cash and cash equivalents
at beginning of year 8,139 6,469
------- -------
Cash and cash equivalents
at June 30 $ 6,793 $11,352
======= =======
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
<TABLE>
<CAPTION>
HMG WORLDWIDE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS - continued
(in thousands)
(unaudited)
Six Months Ended June 30,
------------------------
1996 1995
---- ----
<S> <C> <C>
Reconciliation of net loss
to net cash used in
operating activities:
Net loss ($1,472) ($4,476)
Adjustments to reconcile net
loss to net cash used in
operating activities:
Depreciation and amortization 433 670
Loss on foreign currency translation 2
Decrease (increase) in assets:
Accounts receivable 987 (149)
Inventory 773 (845)
Prepaid expenses 198 349
Other assets (232) (8)
Increase (decrease) in liabilities:
Accounts payable 924 875
Deferred revenue 451 (502)
Accrued expenses (1,737) (857)
Restructuring costs (555)
Pension obligation (94)
------ ------
Net cash used in operating
activities ($ 322) ($4,943)
====== ======
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
HMG WORLDWIDE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 1 - Consolidated Financial Statements
HMG Worldwide Corporation ("the Company") is comprised of six operating
wholly-owned subsidiaries being, respectively, HMG Worldwide In-Store Marketing,
Inc. ("HMG"), Intermark Corp. ("Intermark"), Creative Displays, Inc. ("CDI"),
HMG Europe B.V. ("HMGBV"), Electronic Voting System, Inc. ("EVS") and HMG
Intermark Worldwide Manufacturing, Inc. ("HMG Intermark") with facilities in
New York, New Jersey, Pennsylvania, Illinois and Texas. HMG Intermark was
acquired pursuant to a purchase agreement dated September 30, 1995 whereby
the Company acquired the merchandising display operations of Benson Eyecare
Corporation.
The Consolidated Balance Sheet as of June 30, 1996, and the Consolidated
Statements of Operations and Cash Flows for the three months and six months
ended June 30, 1996 and 1995, have been prepared by the Company without
audit. In the opinion of management, all adjustments (which include only
normal recurring adjustments) necessary to present fairly the financial
position, results of operations and cash flows at June 30, 1996 and for all
periods presented have been made.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. These consolidated financial
statements should be read in conjunction with the financial statements and
notes thereto included in the Company's December 31, 1995 annual report to
stockholders. The results of operations for the period ended June 30, 1996
are not necessarily indicative of the operating results for the full year.
Note 2 - Inventory
Inventories at June 30, 1996 and December 31, 1995 consisted of the
following:
June 30, December 31,
1996 1995
---- ----
(in thousands)
Finished goods $ 635 $1,000
Work in process 1,163 1,353
Raw materials 2,683 2,901
------ ------
$4,481 $5,254
====== ======
Note 3 - Income Taxes
At December 31, 1995, the Company had net operating loss carryforwards of
approximately $19.3 million which expire during the years 2001 through 2011.
As of June 30, 1996 and 1995, a valuation allowance of approximately $10.0
million and $6.1 million, respectively, which is equal to the entire amount
of the deferred tax asset arising from the net operating loss carryforwards and
other temporary differences, has been established until realizability is
certain.
<PAGE>
HMG WORLDWIDE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued
(unaudited)
Components of income tax expense for the six months ended June 30, 1996 and
1995 are as follows:
Six Months Ended June 30,
1996 1995
---- ----
(in thousands)
Income tax provision $ 11 $ 17
------- -------
$ 11 $ 17
======= =======
<PAGE>
HMG WORLDWIDE CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Three Months Ended June 30, 1996 as Compared to the
Three Months Ended June 30, 1995
Net revenues were $13.9 million for the three months ended June 30, 1996
as compared to $11.1 million for the three months ended June 30, 1995. The
increase in net revenues of $2.8 million was due principally to (i) revenues of
$1.2 million derived from the operations of HMG Intermark, acquired as of
September 30, 1995, and (ii) an increase in marketing expenditures of one
significant client of $4.1 million, offset by a reduction in marketing
expenditures of another significant client of approximately $2.3 million. The
increase in marketing expenditures for one significant client was principally
the result of the shipment of a national roll-out of a new merchandising
program of $2.1 million and an increase in shipments of $2.0 million due to
an increase in the marketing budget from period to period. The decrease in
net revenues from another significant client was principally the result of
the client's reduction in its capital and marketing expenditures for
budgetary and other reasons. Reduced shipments to this client may continue if
it continues such budgetary reductions and deferrals. There can be no
assurance that net revenues and shipments to these clients will continue at
the current levels or resume at historical levels.
Gross profit for the three months ended June 30, 1996 was $3.3 million as
compared to $2.0 million for the three months ended June 30, 1995. The
increase in gross profit of approximately $1.3 million was the result of an
increase in both net revenues and gross margin. For the three months ended
June 30, 1996 and 1995, the Company's gross margin was 23.8% and 18.4%,
respectively. The gross margin increase was due principally to a favorable
production revenue mix resulting in a 4.4% increase, and the over-absorption
of fixed overhead expenses as a percentage of net revenues of 1.0%, which
includes the net effect of (i) an increase in fixed overhead expense relating
to HMG Intermark's operations of 3.0% and (ii) a decrease in fixed overhead
expenses at the Company's New Jersey plant of 4.0%.
Selling, general and administrative expense for the three months ended June
30, 1996 was $3.3 million as compared to $4.1 million for the comparable period
in 1995. The $884,000 decrease from period to period was principally a result
of the Company's efforts to decrease its overhead expenses and restructure its
operations, including the consolidation of its manufacturing facilities,
resulting in (i) a reduction of personnel costs of approximately $690,000 and
(ii) decreased spending in other general expenses.
For the three months ended June 30, 1996, the Company generated interest
income of $77,000 as compared to $158,000 for the three months ended June 30,
1995. This decrease in interest income was attributable principally to a
reduction in cash and cash equivalents invested in interest-bearing marketable
securities and commercial paper from period to period.
Interest expense was $187,000 for the three months ended June 30, 1996 as
compared to $195,000 for the three months ended June 30, 1995. The decrease
in interest expense was principally due to the decreased average borrowings
from period to period.
<PAGE>
HMG WORLDWIDE CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
As a result of the foregoing factors, the Company incurred a net loss of
$85,000, or $0.01 per share, for the three months ended June 30, 1996 as
compared to a net loss of $2.2 million, or $0.28 per share, for the three
months ended June 30, 1995.
Six Months Ended June 30, 1996 as Compared to the
Six Months Ended June 30, 1995
Net revenues were $24.5 million for the six months ended June 30, 1996 as
compared to $22.0 million for the six months ended June 30, 1995. The
increase in net revenues of $2.5 million was due principally to (i) $2.4
million derived from the operations of HMG Intermark, and (ii) an increase in
marketing expenditures of one significant client of $4.3 million, offset by a
reduction in marketing expenditures of another significant client of
approximately $3.2 million. The increase in marketing expenditures for one
significant client was principally the result of the shipment of a national
roll-out of a new merchandising program of $2.2 million and an increase in
shipments of $2.1 million due to an increase in the marketing budget from
period to period. The decrease in net revenues from another significant
client was principally the result of the client's reduction in its capital
and marketing expenditures for budgetary and other reasons. Reduced
shipments to this client may continue if it continues such budgetary
reductions and deferrals. There can be no assurance that net revenues and
shipments to these clients will continue at the current levels or resume at
historical levels.
Gross profit for the six months ended June 30, 1996 was $5.1 million as
compared to $4.4 million for the six months ended June 30, 1995. The
increase in gross profit of approximately $764,000 was the result of the
increase in both net revenues and gross margin. For the six months ended
June 30, 1996 and 1995, the Company's gross margin was 20.9% and 19.8%,
respectively. The gross margin increase of 1.1% was due principally to a
favorable production revenue mix resulting in a 1.3% increase, and the
under-absorption of fixed overhead expenses as a percentage of net revenues
of 0.2%, which includes the net effect of (i) an increase in fixed overhead
expense relating to HMG Intermark's operations of 3.3% and (ii) a decrease
in fixed overhead expenses at the Company's New Jersey plant of 3.1%.
Selling, general and administrative expense for the six months ended June 30,
1996 was $6.4 million as compared to $8.8 million for the comparable period in
1995. The $2.4 million decrease from period to period was principally a result
of the Company's efforts to decrease its overhead expenses and restructure its
operations, including the consolidation of its manufacturing facilities,
resulting in (i) a reduction of personnel costs of approximately $1.5 million,
(ii) a reduction of commission expense of approximately $361,000 due
principally to period-to-period commission rate variances based upon a mix of
net revenues and (iii) decreased spending in other general expenses.
For the six months ended June 30, 1996, the Company generated interest income
of $179,000 as compared to $317,000 for the six months ended June 30, 1995.
This decrease in interest income was attributable principally to a reduction
in cash and cash equivalents invested in interest-bearing marketable
securities and commercial paper from period to period.
<PAGE>
HMG WORLDWIDE CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - continued
Interest expense was $378,000 for the six months ended June 30, 1996 as
compared to $356,000 for the six months ended June 30, 1995. The increase in
interest expense was principally due to the increased average borrowings from
period to period.
As a result of the foregoing factors, the Company incurred a net loss of $1.5
million, or $0.19 per share, for the six months ended June 30, 1996 as
compared to a net loss of $4.5 million, or $0.59 per share, for the six
months ended June 30, 1995.
Stockholders' Equity
Stockholders' equity decreased $1.5 million to $8.6 million at June 30, 1996
from $10.1 million at December 31, 1995. The decrease in stockholders'
equity is due to the net loss of $1.5 million.
Income Taxes
At December 31, 1995, the Company had available approximately $19.3 million
in net operating loss carryforwards which expire during the years 2001 through
2011.
The Company's income tax provision for the six months ended June 30, 1996 was
$11,000 as compared to $17,000 for the six months ended June 30, 1995. The
income tax provision for the six months ended June 30, 1996 and June 30, 1995
was comprised principally of state and local taxes.
Inflation
The effect of inflation on the Company's operations has not been significant
to date.
Backlog
At June 30, 1996, the Company's aggregate backlog was approximately $17.0
million as compared to $23.8 million and $25.9 million at December 31, 1995 and
June 30, 1995, respectively. Of such aggregate backlog at June 30, 1996, 42.4%
was attributable to two clients. The decrease in aggregate backlog from
June 30, 1995 to June 30, 1996 of $8.9 million was principally the result of
a delay from one of the Company's significant clients at June 30, 1996 in the
final approval of their annual capital and marketing budgets. No assurance
can be given that this client's capital and marketing budget will continue at
the current levels or resume at historical levels. The Company anticipates
that substantially all such backlog at June 30, 1996 will be filled during
the next twelve months.
In addition to the $17.0 million backlog at June 30, 1996, the Company's
supply contract with the Foster Grant Group L.P. ("Foster Grant") requires
Foster Grant, subject to certain limitations, to purchase at least 70% of its
in-store merchandising displays from the Company with average annual
purchases to aggregate no less than $4.5 million. The aggregate value of the
Foster Grant supply contract at June 30, 1996 was $29.8 million, of which the
Company anticipates that $4.5 million will be shipped within the next twelve
months.
<PAGE>
HMG WORLDWIDE CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - continued
Due to quarter-to-quarter fluctuations in the Company's backlog levels,
attributable to the timing, nature and size of its merchandising system
programs for its clients, such backlog levels are not necessarily an
indicator of future net revenue levels.
Liquidity and Capital Resources
Cash and cash equivalents at June 30, 1996 and December 31, 1995 aggregated
$6.8 million and $8.1 million, respectively. The Company's decrease in cash and
cash equivalents of approximately $1.3 million for the six months ended June 30,
1996 was due principally to (i) net cash used in operations of $322,000, (ii)
capital expenditures of $785,000 and (iii) principal payments of $253,000
made to reduce the aggregate borrowings under a short-term note payable. The
Company's negative cash flows from operations for the six months ended June
30, 1996 resulted principally from (i) a decrease in assets of $1.7 million,
offset by (ii) a decrease in general liabilities of $1.0 million and (iii) a
net loss from operations before non-cash charges of $1.0 million.
The Company has a secured revolving credit facility ("Credit Agreement") with
its bank lender which advances up to the lessor of 80% of eligible accounts
receivable and the Company's cash and marketable securities, or $10.0 million.
The Credit Agreement expires December 31, 1996 and is secured by a pledge of
all the capital stock of the Company's wholly-owned subsidiaries, a guarantee
by the Company and a lien on and a security interest in the Company's cash, cash
equivalents, marketable securities and accounts receivable. The Credit
Agreement bears interest at either the lending institution's prime rate plus
1% per annum or the Eurodollar rate plus 2% per annum. At June 30, 1996
there was $7.6 million outstanding. The Credit Agreement contains certain
customary affirmative and negative covenants which require the Company to
maintain certain financial ratios, and among other things, restrict (i)
declaration or payment of dividends,(ii) the incurrence of any additional
indebtedness, (iii) capital expenditures and (iv) aggregated lease payments.
As of June 30, 1996, the Company was in compliance with all financial
covenants of the Credit Agreement, as amended. The Company is actively
pursuing an extension of the Credit Agreement with its bank lender under
terms similar to its existing arrangement. However, there can be no
assurance that the Company will receive an extension of the Credit Agreement
or that the terms will be comparable to its existing arrangement.
Consistent with the Company's growth strategy, the Company is actively
seeking new clients and is developing new products. Additionally, in 1995,
the Company implemented a cost reduction program, including a consolidation
of its manufacturing facilities, of which a portion of the effects of such
reductions were realized in the first six months of 1996. The Company is
continuing to adjust its cost structure as it continues to consolidate its
operations.
<PAGE>
HMG WORLDWIDE CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - continued
As a result of the budgetary constraints of certain of the Company's clients
and consequent reduced shipments to such clients, the Company cannot give
assurance that net revenues and shipments to these clients will resume at
historical levels while it seeks to diversify its client base. However, the
Company believes that through the implementation of its 1995 cost reduction
program, including the consolidation of its manufacturing facilities, the effect
of the Foster Grant supply contract, its current cash and cash equivalents, its
backlog, anticipated future cash flows from operations, continued management of
working capital requirements and availability under its revolving credit
facility will be sufficient to support its debt service requirements and its
other capital and operating needs. However, there can be no assurance that
such belief will prove to be correct, that additional financing will not be
required, or that any such financing will be available on commercially
reasonable terms or otherwise.
<PAGE>
PART II - OTHER INFORMATION
HMG WORLDWIDE CORPORATION AND SUBSIDIARIES
Item 4. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting of Stockholders held on July 26, 1996, several matters
were presented to and voted upon by the Company's stockholders as follows:
1. The Company's stockholders elected six directors for the ensuing year as
follows:
Robert V. Cuddihy For:4,897,394 Withheld:55,360
Herbert Kozlov For:4,897,494 Withheld:55,260
L. Randy Riley For:4,897,394 Withheld:55,360
Lawrence Twill For:4,897,494 Withheld:55,260
Andrew Wahl For:4,897,394 Withheld:55,360
Michael Wahl For:4,897,394 Withheld:55,360
2. The Company's stockholders ratified and approved the selection of Friedman
Alpren & Green LLP as the Company's independent auditors for the fiscal year
ending December 31, 1996. This motion was approved with 4,947,564 votes for,
4,550 against and 640 abstain.
<PAGE>
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.
HMG Worldwide Corporation
(Registrant)
Date: August 13, 1996 /s/ Robert V. Cuddihy, Jr.
--------------------- --------------------------
Robert V. Cuddihy, Jr.
Chief Operating Officer and
Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 6793
<SECURITIES> 0
<RECEIVABLES> 8258
<ALLOWANCES> 572
<INVENTORY> 4481
<CURRENT-ASSETS> 19558
<PP&E> 4012
<DEPRECIATION> 1313
<TOTAL-ASSETS> 29919
<CURRENT-LIABILITIES> 19040
<BONDS> 0
0
0
<COMMON> 76
<OTHER-SE> 8528
<TOTAL-LIABILITY-AND-EQUITY> 29919
<SALES> 24546
<TOTAL-REVENUES> 24546
<CGS> 19413
<TOTAL-COSTS> 19413
<OTHER-EXPENSES> 6395
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 378
<INCOME-PRETAX> (1,461)
<INCOME-TAX> 11
<INCOME-CONTINUING> (1,472)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,472)
<EPS-PRIMARY> (0.19)
<EPS-DILUTED> (0.19)
</TABLE>
