<PAGE> 1
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
/ / TRANSITION REPORT PURSUANT OR TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period __________ to ___________.
Commission File Number: 1-10916
INTERVISUAL BOOKS, INC.
(Exact name of registrant as specified in its charter)
California 95-2929217
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2850 Ocean Park Boulevard, Suite 225
Santa Monica, California 90405
Address of principal executive offices Zip Code
Registrant's telephone number, including area code: (310) 396-8708
- ------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last
report.
Indicate by check 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_____
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_____
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
practical date. As of September 30, 1996, there were 4,782,798 shares of common
stock outstanding.
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INTERVISUAL BOOKS, INC.
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION Page
----
Item 1. Financial Statements
Balance Sheets - September 30, 1996, and December 31, 1995 1
Statements of Operations - Three months ended September 30,
1996 and 1995; Nine months ended September 30, 1996 and 1995 2
Statements of Cash Flows - Nine months ended September 30,
1996 and 1995 3
Notes to Financial Statements - September 30, 1996 4
Item 2. Management's Discussion and Analysis of Financial Condition 5
and Results of Operations
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security-Holders 7
Item 5. Other Information 8
Item 6. Exhibits and Reports on Form 8-K 8
SIGNATURES 8
i
<PAGE> 3
INTERVISUAL BOOKS, INC.
BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
ASSETS 9/30/96 12/31/95
- --------------- ------- --------
(Unaudited)
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 1,063 $ 915
Investment in marketable securities 2,348 1,928
Accounts receivable, less allowances
of $204 and $158 5,574 6,941
Inventories 374 357
Prepaid expenses 900 541
------- -------
Total Current Assets 10,259 10,682
Production costs, net of accumulated
amortization $12,544 and $11,647 3,038 3,139
Property and equipment, less accumulated
depreciation 234 231
------- -------
$13,531 $14,052
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
- ----------------------------------------------
Current Liabilities:
Accounts payable 4,709 5,030
Accrued royalties 592 709
Accrued expenses 181 198
Income taxes payable -- 38
Customer deposits 221 53
------- -------
Total Current Liabilities 5,703 6,028
Deferred income taxes 466 466
------- -------
TOTAL LIABILITIES 6,169 6,494
------- -------
Stockholders' Equity:
Common stock, no par value; shares
authorized 10,000,000, shares issued
and outstanding 4,782,798 at September 30, 1996
and December 31, 1995 4,044 4,044
Additional paid in capital 209 209
Retained earnings 3,109 3,305
------- -------
TOTAL STOCKHOLDERS' EQUITY 7,362 7,558
------- -------
$13,531 $14,052
======= =======
</TABLE>
See accompanying notes to financial statements.
1
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INTERVISUAL BOOKS, INC.
STATEMENTS OF OPERATIONS
(In thousands except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Quarter ended Nine Months ended
September 30 September 30
1996 1995 1996 1995
------ ------ -------- -------
<S> <C> <C> <C> <C>
Net Sales $5,771 $5,443 $ 12,397 $13,612
Cost of Sales 4,474 4,200 9,578 10,603
------ ------ -------- -------
Gross Profit 1,297 1,243 2,819 3,009
Selling, General and Administrative 997 955 3,187 3,042
Expenses
Other Income 0 153 0 154
Interest Income, Net 14 42 71 96
------ ------ -------- -------
Income (Loss) Before Taxes 314 483 (297) 217
Income Tax (Benefit) 107 182 (101) 117
------ ------ -------- -------
Net Income (Loss) $ 207 $ 301 $ (196) $ 100
====== ====== ======== =======
Income (Loss) Per Share $ 0.04 $ 0.06 $ (0.04) $ 0.02
====== ====== ======== =======
Weighted Average Number of Common
Shares and Equivalents Outstanding 4,963 5,016 4,783 4,984
====== ====== ======== =======
</TABLE>
2
<PAGE> 5
STATEMENTS OF CASH FLOWS
Increase(Decrease) in Cash and Cash Equivalents
(In thousands)
<TABLE>
<CAPTION>
Nine Months ended
September 30
1996 1995
------- -------
(Unaudited)
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ (196) $ 100
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation and amortization 953 996
Provision for losses on accounts receivable 46 45
Provision for abandoned titles 32 32
Increase (decrease) from changes in:
Accounts receivable 1,321 (1,370)
Inventories (17) (108)
Prepaid expenses (359) (147)
Accounts payable (321) 1,414
Accrued royalties (117) (104)
Accrued expenses (17) (3)
Income taxes payable (38) (111)
Customer deposits 168 32
Deferred revenue 0 (60)
------- -------
Net cash provided by operating activities 1,455 716
------- -------
Cash flows from investing activities:
Purchase (sale) of marketable securities (420) (394)
Additions to property and equipment (59) (9)
Additions to leasehold improvements 0 (2)
Additions to production costs (828) (957)
------- -------
Net cash used in investing activities (1,307) (1,362)
------- -------
Net increase (decrease) in cash and cash equivalents 148 (646)
Cash and cash equivalents, beginning of period 915 2,625
------- -------
Cash and cash equivalents, end of period $ 1,063 $ 1,979
======= =======
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 8 $ --
Income taxes $ 30 $ 1
</TABLE>
See accompanying notes to financial statements.
3
<PAGE> 6
NOTES TO FINANCIAL STATEMENTS
September 30, 1996
(unaudited)
Note 1 - Statement of Information Furnished
In the opinion of management the accompanying unaudited financial statements
contain all adjustments (consisting only of normal and recurring accruals)
necessary to present fairly the financial position as of September 30, 1996, and
the results of operations and cash flows for the three and nine month periods
ended September 30, 1996 and 1995. These results have been determined on the
basis of generally accepted accounting principles and practices applied
consistently with those used in the preparation of the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1995.
The results of operations for the three and nine month periods ended September
30, 1996 are not necessarily indicative of the results to be expected for any
other period or for the entire year.
Certain information and footnote disclosures normally included in financial
statements presented in accordance with generally accepted accounting principles
have been condensed or omitted. The accompanying financial statements should be
read in conjunction with the Company's audited financial statements and notes
thereto included in the Company's Annual Report on Form 10-K for the year ended
December 31, 1995.
Note 2 - Earnings Per Share
For the three months ended September 30, 1996 earnings per share amounts are
computed based upon the weighted average number of common shares actually
outstanding during the period plus the additional shares that would be
outstanding assuming exercise of dilutive common stock options and purchase
warrants, which are considered common stock equivalents. The number of shares
that would be issued from the exercise of such options and warrants has been
reduced by the number of common shares that could have been purchased from the
assumed use of the proceeds at the average price of the Company's common stock
during the period (treasury stock method).
For the nine months ended September 30, 1996 earnings per common share amounts
are computed based upon the weighted average number of common shares actually
outstanding during the period. Common stock options and purchase warrants, which
are considered common stock equivalents, are not considered in the average
number of shares as their inclusion would be anti-dilutive.
Fully diluted earnings per share for the three and nine months ended September
30, 1996 do not differ significantly from primary earnings per share.
4
<PAGE> 7
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
RESULTS OF OPERATIONS
Net sales for the three and nine month periods ended September 30, 1996, were
$5,771,000 and $12,397,000, respectively, as compared to $5,443,000 and
$13,612,000 for the corresponding periods of the preceding year. The sales
increase for the three month period of $328,000 was comprised of an increase of
$731,000 in the sales of backlist titles and a decrease of $403,000 in the sales
of new titles. The sales decrease for the nine month period of $1,215,000
included a decrease of $708,000 in the sales of backlist titles and a decrease
of $507,000 in the sales of new titles. Sales backlog at September 30, 1996, was
$4,628,000 compared to $5,743,000 at September 30, 1995. Foreign sales for the
three and nine month periods ended September 30, 1996, were $2,657,000 and
$4,973,000 or 46% and 40% of total sales, respectively, as compared to
$3,376,000 and $6,760,000 or 62% and 50% of total sales for the corresponding
periods of 1995. Most of the decline in sales can be attributed to reduced
foreign sales, especially in the U.K. and Japan. In the U.K. the book trade has
been adjusting to the elimination of the "net book agreement" which kept
retailers from discounting. As a result some U.K. publishers have been slower in
placing new book and backlist orders with the Company. Japan is implementing a
new tax on books which goes into effect in 1997. There have been delays by the
government in finalizing the actual rate; consequently, Japanese publishers are
delaying orders until the final tax has been determined. Additionally, U.S.
publishers seem to be placing a priority on purchases of the new titles and
reluctant to reorder the backlist titles. Based on orders received to date, the
Company expects that sales for the fourth quarter of 1996 will be less than
sales in the fourth quarter of 1995.
Gross profit margin for the three and nine month periods ended September 30,
1996, was 22.5% and 22.7%, respectively, as compared to 22.8% and 22.1% for the
corresponding periods of 1995. Cost of sales consists primarily of manufacturing
costs, book development amortization and royalties. Manufacturing costs for the
three and nine month periods were $3,803,000, or 65.9% of sales, and $8,113,000
or 65.4% of sales, respectively, as compared to $3,659,000, or 67.2% of sales,
and $9,138,000,or 67.1% of sales, in 1995, a decrease of 1.3% of sales for the
quarter and 1.7% for the nine month period. Amortization for the three and nine
months ended September 30, 1996, was $417,000 and $896,000, respectively,
compared to $356,000 and $930,000 in 1995, resulting in an increase of
approximately .5% of sales for both periods. Royalties for the three and nine
months ended September 30, 1996, were $231,000 and $496,000 or 4% of sales for
both periods, respectively, as compared to $160,000 and $470,000 or 2.9% and
3.5%, respectively, of sales for the same periods of 1995. The improvement in
gross profit margin resulted from higher margins on mini-book sales and sales of
first time titles plus an easing of paper prices partially offset by small
increases in amortization and royalties as a percent of sales.
Selling, general and administrative expenses for the three and nine month
periods ended September 30, 1996, increased to $997,000 and $3,187,000,
respectively, as compared to $955,000 and $3,042,000 for the corresponding
periods of 1995. This represents increases of $42,000 and $145,000 for the three
and nine month periods, respectively. These expenses comprised of personnel,
selling and administrative are generally fixed and do not fluctuate with sales.
Personnel expenses were $461,000 and $1,524,000, respectively, for the three
month and nine month periods ended September 30, 1996, as compared to $503,000
and
5
<PAGE> 8
$1,601,000 for the corresponding periods of 1995. Declines of $42,000 and
$77,000 for the three and nine month periods were primarily attributable to the
Company's measures taken in 1995 to reduce employees and related personnel
expense partially offset by salary increases in the first quarter of 1996.
Selling expenses were $195,000 and $564,000, respectively, for the three and
nine month periods ended September 30, 1996, compared to $188,000 and $619,000
for the same periods in 1995. Selling expenses were up $7,000 for the quarter
and down $55,000 for the nine months ended September 30, 1996. The nine month
reduction as compared to the prior year included decreases in delivery, sample
expenses, and U.K. office expense partially offset by increases in travel and
show expenses. Administrative expenses were $341,000 and $1,099,000,
respectively, for the three month and nine month periods ended September 30,
1996, compared to $264,000 and $822,000 for the same periods of 1995.
Administrative expenses were up $77,000 and $277,000, respectively, for the
three and nine month periods. The increase for the three and nine months is
primarily related to increases in acquisition expenses, office expenses, other
taxes and directors' expenses. The Company anticipates increased administrative
expenses in the fourth quarter of 1996 because of severance and legal costs.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents were $1,063,000 at September 30, 1996, as compared to
$915,000 at December 31, 1995. Net cash provided by operating activities was
$1,455,000 as compared to $716,000 for the corresponding period of the previous
year. The $739,000 increase was primarily attributable to a decrease of
$1,321,000 in accounts receivable partially offset by a decrease of $321,000 in
accounts payable and an increase in prepaid expenses of $359,000 and a net loss
of $196,000 resulting from decreased sales for the nine month period and
improved collections of the outstanding receivables. Net cash used in investing
activities amounted to $1,307,000 as compared to $1,362,000 during the same
period in 1995. Working capital at September 30, 1996 was $4,556,000 as compared
to $4,654,000 at December 31, 1995.
Under a letter agreement, the Company has an obligation to fund the Hunt Group
$400,000 in 1996. This obligation is being paid at the rate of $33,333 per
month.
In June 1996 the Company renewed its $2,000,000 letter of credit line with City
National Bank which expires on May 31, 1997. The letter of credit facility is
available only for the issuance of letters of credit and as of September 30,
1996, the Company had $1,682,000 available under this letter of credit facility.
As of November 1, 1996, the Company did not have any commitments for any
material capital expenditures for 1996 or beyond. Management believes that the
existing levels of funds, combined with the Company's ability to generate cash,
are adequate to finance current and expected levels of activity as well as
anticipated capital expenditures of the Company for at least the next twelve
months.
6
<PAGE> 9
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security-Holders
The Annual Meeting of Shareholders of Intervisual Books, Inc. was held
on August 21, 1996, and several matters were put to a vote. The issues and
the results are as follows:
(1) To elect six directors to serve until the next annual meeting of
shareholders and until their successors are chosen.
Abstentions
Votes Cast For Votes Cast Against Withhold Authority
-------------- ------------------ ------------------
Waldo H. Hunt
By Proxy 3,769,921 0 225,000
In Person 0 0 0
Total 3,769,921 0 225,000
Charles E. Gates
By Proxy 3,769,921 0 225,000
In Person 0 0 0
Total 3,769,921 0 225,000
Elgin Davis
By Proxy 3,769,421 0 225,000
In Person 0 0 0
Total 3,769,421 0 225,000
Gordon Hearne
By Proxy 3,769,421 0 225,000
In Person 0 0 0
Total 3,769,421 0 225,000
John J. McNaughton
By Proxy 3,769,921 0 225,000
In Person 0 0 0
Total 3,769,921 0 225,000
Peter Seymour
By Proxy 3,769,921 0 225,000
In Person 0 0 0
Total 3,769,921 0 225,000
(2) To ratify the selection of BDO Seidman, LLP, as independent auditors of
the Company for 1996.
By Proxy 3,995,671 4,470 1,710
In Person 0 0 0
Total 3,995,671 4,470 1,710
7
<PAGE> 10
Item 5. Other Information
On November 1, 1996, the Company announced the resignation of Charles
E. Gates, the Company's President and Chief Executive Officer, effective
November 15, 1996. Mr. Gates has agreed to provide consulting services to
the Company for a period of approximately five (5) years. Mr. Hunt, the
Company's Chairman of the Board, will temporarily assume the responsibilities
of President and Chief Executive Officer until a successor for Mr. Gates is
appointed.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits required by Item 601 of Regulation S-K
11. Computation of Earnings Per Common Share Schedule
27. Financial Data Schedule
(b) Reports on Form 8-K
None
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.
INTERVISUAL BOOKS, INC.
BY: /s/ Charles E. Gates
-----------------------------------------------
Charles E. Gates
President, Chief Executive Officer
and Chief Financial Officer
BY: /s/ Gail A. Thornhill
-----------------------------------------------
Gail A. Thornhill
Controller and Chief Accounting Officer
Date: November 13, 1996
-------------------
8
<PAGE> 1
Exhibit 11
INTERVISUAL BOOKS, INC.
COMPUTATION OF EARNINGS PER COMMON SHARE
<TABLE>
<CAPTION>
Nine Months Ended Three Months Ended
September 30 September 30
----------------------------- ---------------------------
1996 1995 1996 1995
----------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Ending Market Price Per Share $ 2.00 $ 2.44 $ 2.00 $ 2.44
=========== ========== ========== ==========
Average Market Price Per Share $ 2.22 $ 2.14 $ 2.04 $ 2.29
=========== ========== ========== ==========
PRIMARY EARNINGS PER SHARE:
Net Income $ (195,547) $ 100,140 $ 207,316 $ 301,000
Weighted average number of
shares outstanding 4,782,798 4,782,798 4,782,798 4,782,798
Contingent shares relating to: (1)
Employment contract 217,947 201,623 179,082 233,182
Incentive stock options 5,096 0 1,082 0
Non-qualified stock options 5,150 0 204 0
Directors options 172 0 0 0
----------- ---------- ---------- ----------
Adjusted weighted average number of
shares outstanding 5,011,163 4,984,421 4,963,166 5,015,980
----------- ---------- ---------- ----------
Primary earnings per share $ (0.04) $ 0.02 $ 0.04 $ 0.06
=========== ========== ========== ==========
FULLY DILUTED EARNINGS PER SHARE:
Net Income $ (195,547) $ 100,140 $ 207,316 $ 301,000
Weighted average number of
shares outstanding 4,782,798 4,782,798 4,782,798 4,782,798
Contingent shares relating to: (1)
Employment contract 217,947 259,615 179,082 259,615
Incentive stock options 5,096 0 1,082 0
Non-qualified stock options 5,150 0 204 0
Directors options 172 0 0 0
----------- ---------- ---------- ----------
Adjusted weighted average number of
shares outstanding 5,011,163 5,042,413 4,963,166 5,042,413
----------- ---------- ---------- ----------
Fully diluted earnings per share (2) $ (0.04) $ 0.02 $ 0.04 $ 0.06
=========== ========== ========== ==========
</TABLE>
(1) Contingent shares:
Primary common stock equivalents are assumed to be repurchased at
average market price.
Fully diluted common stock equivalents are assumed to be
repurchased at the greater of average or ending market price.
(2) Fully diluted earnings per share for the three and nine month periods ended
September 30, 1996 and 1995 do not differ significantly from primary
earnings per share.
9
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 1,063
<SECURITIES> 2,348
<RECEIVABLES> 5,778
<ALLOWANCES> 204
<INVENTORY> 374
<CURRENT-ASSETS> 10,259
<PP&E> 1,063
<DEPRECIATION> 829
<TOTAL-ASSETS> 13,531
<CURRENT-LIABILITIES> 5,703
<BONDS> 0
0
0
<COMMON> 4,044
<OTHER-SE> 3,318
<TOTAL-LIABILITY-AND-EQUITY> 13,531
<SALES> 12,397
<TOTAL-REVENUES> 12,397
<CGS> 9,578
<TOTAL-COSTS> 9,578
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 45
<INTEREST-EXPENSE> 8
<INCOME-PRETAX> (297)
<INCOME-TAX> (101)
<INCOME-CONTINUING> (196)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (196)
<EPS-PRIMARY> (.04)
<EPS-DILUTED> (.04)
</TABLE>
