FORM 10-Q
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-20680
Concepts Direct, Inc.
(Exact name of registrant as specified in its charter)
Delaware 52-1781893
(State or other jurisdiction (I.R.S. employer
of incorporation or organization identification No.)
2950 Colorful Avenue, Longmont, CO 80504
(Address of principal executive offices, Zip Code)
(303)772-9171
(Registrant's telephone number, including area code)
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
As of October 22, 1997, 4,955,286 shares of Common Stock, $.10 par value,
were outstanding.
CONCEPTS DIRECT, INC.
FORM 10-Q
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Condensed Financial Statements:
Balance Sheets as of September 30, 1997 and December 31, 1996
Statements of Operations for the three and nine months ended
September 30, 1997 and September 30, 1996
Statements of Cash Flows for the nine months ended September 30, 1997
and September 30, 1996
Notes to Financial Statements
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
PART II. OTHER INFORMATION
Item 6. Exhibits and reports on Form 8-K
PART 1.
Item 1.
CONCEPTS DIRECT, INC.
Balance Sheets
(Unaudited)
September 30, December 31,
ASSETS 1997 1996
Current assets
Cash and cash equivalents $ 7,874,836 $ 6,425,137
Restricted cash 500,000 -
Accounts receivable, less allowances 157,369 165,833
Deferred advertising costs 10,578,485 3,818,827
Inventories, less allowances 3,400,706 2,783,999
Prepaid expenses and other 849,989 248,920
Total current assets 23,361,385 13,442,716
Property and equipment, net 10,953,783 792,199
Other assets 229,831 252,068
TOTAL ASSETS $345,544,999 $14,486,983
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable $ 7,459,732 $ 5,323,278
Current maturities of lease obligations 3,685,248 59,457
Accrued employee compensation 647,557 584,868
Customer liabilities 4,254,014 762,491
Interest payable 30,685 -
Current and deferred income taxes payable 820,643 787,643
Total current liabilities 16,897,879 7,517,737
Commitments
Stockholders' equity
Common Stock, $.10 par value, authorized
6,000,000 shares, issued and
outstanding 4,955,286 and 4,240,216
shares, respectively 495,529 212,111
Additional paid-in capital 14,318,383 4,374,455
Retained earnings 2,833,208 2,382,680
Total stockholders' equity 17,647,120 6,969,246
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $34,544,999 $14,486,983
See notes to financial statements.
CONCEPTS DIRECT, INC.
Statements of Operations
(Unaudited)
Three Months Ended Nine Months Ended
June 30, June 30,
1997 1996 1997 1996
Net sales $14,630,075 $ 9,799,568 $45,348,715 $30,383,925
Operating costs and expenses:
Cost of product and delivery 8,331,851 5,118,776 24,105,665 15,967,409
Selling, general and
administrative 7,337,187 4,423,013 20,884,728 14,240,349
Total operating costs and
expenses 15,669,038 9,541,789 44,990,393 30,207,758
Operating income (loss) (1,038,963) 257,779 358,322 176,167
Other income, net 121,341 51,255 345,205 197,893
Income (loss) before income
taxes (917,622) 309,034 703,527 374,060
Provision (credit) for
income taxes (327,000) 89,000 253,000 108,000
Net income (loss) $ (590,622)$ 220,034 $ 450,527 $ 266,060
Net earnings (loss) per
common share $ (0.11)$ 0.05 $ 0.10 $ 0.06
Weighted average number of
common shares and common
share equivalents
outstanding 5,178,895 4,437,308 4,714,286 4,440,296
See notes to financial statements.
CONCEPTS DIRECT, INC.
Statements of Cash Flows
(Unaudited)
Nine Months Ended
June 30,
1997 1996
OPERATING ACTIVITIES
Net income $ 450,528 $ 266,060
Adjustments to reconcile net income to
net cash provided by (used in) operations:
Provision for losses on accounts
receivable 8,000 20,000
Provision (credit) for losses in
inventory values 148,529 (57,774)
Depreciation and amortization 302,179 383,322
Current and deferred income taxes 33,000 (66,282)
Changes in operating assets and liabilities:
Accounts receivable 464 (93,820)
Deferred advertising costs (6,759,658) (1,392,266)
Inventories (765,236) 734,297
Prepaid expenses and other (601,069) 22,823
Accounts payable 2,136,454 262,113
Accrued employee compensation 62,689 (219,533)
Customer liabilities 3,491,523 267,901
Interest Payable 30,685 -
NET CASH PROVIDED BY (USED IN) OPERATING
ACTIVITIES (1,461,912) 126,841
INVESTING ACTIVITIES
Cash restricted as collateral (500,000) -
Purchases of property and equipment (10,463,763) (262,133)
Other investing activities 22,237 (35,147)
NET CASH USED IN INVESTING ACTIVITIES (10,941,526) (297,280)
FINANCING ACTIVITIES
Principal payments of lease obligations (56,422) (71,259)
Issuance of construction and land development
debt 3,682,213 -
Sale of common stock 10,212,674 -
Exercise of common stock options 14,672 7,134
NET CASH PROVIDED BY (USED IN) FINANCING
ACTIVITIES 13,853,137 (64,125)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 1,449 699 (234,564)
Cash and cash equivalents at beginning of period 6,425,137 3,324,838
Cash and cash equivalents at end of period $ 7,874,836 $ 3,090,274
See notes to financial statements.
CONCEPTS DIRECT, INC.
Notes to Financial Statements
(Unaudited)
1. Accounting Policies
The Company's unaudited interim financial statements have been prepared by
the Company in accordance with generally accepted accounting principles for
interim financial reporting and the regulations of the Securities and
Exchange Commission in regard to quarterly reporting. Accordingly, they do
not include all information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
the Company, the statements include all adjustments, consisting only of
normal recurring adjustments, which are necessary for a fair presentation of
the financial position, results of operations and cash flows for the interim
periods. Operating results for the three and nine month periods ended
September 30, 1997 are not necessarily indicative of the results that may be
expected for the year ending December 31, 1997. Seasonal fluctuations in
sales of the Company's products result primarily from the purchasing
patterns of the individual consumer during the Christmas holiday season.
These patterns tend to moderately concentrate sales in the latter half of
the year, particularly in the fourth quarter. For further information refer
to the financial statements and footnotes thereto included in the Company's
annual report on Form 10-K for the year ended December 31, 1996.
In February 1997, the Financial Accounting Standards Board issued Statement
No. 128, Earnings Per Share, which is required to be adopted on December 31,
1997. At that time, the Company will be required to change the method
currently used to compute net income per share and to restate all prior
periods. Under the new requirements for calculating primary earnings per
share, the dilutive effect of stock options will be excluded. The impact of
Statement No. 128 on the calculation of primary and fully diluted net income
per share, which are currently the same, is not expected to be material.
2. Stockholders' Equity
On February 25, 1997, the Board of Directors approved a two-for-one stock
split, effected in the form of a stock dividend payable March 31, 1997 to
shareholders of record on March 14, 1997. Accordingly, September 30, 1997
balances reflect the split with an increase to common stock and a reduction
in additional paid-in capital of $212,544. Number of shares outstanding and
per share data have been retroactively adjusted to reflect the split.
On July 2, 1997, the Company completed a stock offering for 1.5 million
shares of common stock. As part of the offering, the Company issued 471,404
shares of stock. The remaining 1,028,596 shares were sold by certain
existing shareholders of the Company. An underwriters overallotment option
for an additional 225,000 shares was also exercised on July 9, 1997. The
Company received approximately $10.2 million net proceeds, after deducting
its pro-rata percentage of the costs of the offering.
3. Commitments
In January 1997, the Company purchased approximately 139 acres of
undeveloped land near the Company's offices for approximately $1,400,000.
The Company used approximately eleven acres of this land for a new facility
and intends to hold the remaining land for sale or expansion.
The Company completed and occupied a new building, costing approximately
$8,600,000 during August of 1997. The lease of the Company's former
facility at 1351 South Sunset Street, Longmont, Colorado expired on August
31, 1997. The Company anticipates significant additions to furniture and
equipment during 1997.
On March 25, 1997, an irrevocable standby letter of credit for $500,000 was
issued by a regional bank. The letter of credit relates to certain
obligations anticipated to be resolved within one year, in connection with
improvements to the building site. The letter of credit is collateralized
by $500,000 of cash held on deposit in an interest bearing account at the
issuing bank.
In May 1997, the Company entered into a $3.7 million credit facility with a
bank, bearing interest at a variable rate equal to the bank's prime rate,
secured by the Company's cash, inventories, accounts receivable and
equipment. The Company must comply with certain financial and performance
covenants contained in the credit facility, including a minimum current
ratio, a minimum tangible net worth, a maximum total debt to equity ratio
and a minimum debt service coverage ratio and maintenance of its primary
deposit accounts with the bank. $700,000 of the credit facility is
available to finance furniture and equipment purchases and, until April,
1998, amounts funded may be converted to a three year term note at a
variable rate equal to the bank's prime rate. The remaining $3 million of
the credit facility is made up of two revolving lines of credit. $1 million
is available for the purchase of paper to be used in future catalog
mailings. $2 million is available for general working capital purposes, at
management's discretion. The credit facility expires in April, 1998, at
which time the Company anticipates being able to renew the arrangements.
In July, 1997, the Company entered into a $5,780,000 credit facility with a
bank, bearing interest at a variable rate equal to the bank's prime rate
plus one percent, secured by the Company's facilities, land, cash,
inventories, accounts receivable and equipment. $4,480,000 of the credit
facility is a construction loan to fund part of the costs of the Company's
new facility. $1,300,000 of the credit facility is a land development loan
to fund part of the costs of purchasing and developing the land purchased in
January and on which the Company is building a new facility. The Company
must comply with certain financial and performance covenants contained in
the credit facility, including a minimum current ratio, a minimum tangible
net worth, a maximum total debt to equity ratio and a minimum debt service
coverage ratio and maintenance of its primary accounts with the bank. The
credit facility expires in April, 1998, prior to which time the Company
anticipates converting the credit facility into permanent financing.
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
The Company's net sales increased by $14.9 million, or 49%, to $45.3 million
for the nine month period ended September 30, 1997 from $30.4 million in the
same period in 1996 and increased by $4.8 million, or 49%, to $14.6 million
for the third quarter of 1997 from $9.8 million in the same period in 1996.
These increases resulted primarily from the distribution of a greater
number of catalogs and other advertising media, increased page count of the
catalogs and an increase in the number of products offered. Personalized
paper product sales increased by approximately $3.8 million, or 19%, for the
nine month period ended September 30th and increased by $1.6 million, or
25%, for the quarter period ended September 30, 1997. Personalized paper
product sales decreased as a percentage of total sales for the nine month
period ended September 30th to 51% in 1997 from 63% in 1996 and decreased
for the third quarter to 51% in 1997 from 61% in 1996. This decrease
occurred primarily because of advertising and sales of a greater number of
gift and merchandise items.
In late August 1997, the Company moved essentially all of its operations to
a new facility. Resumption of certain of the Company's operations,
including fulfillment and manufacturing operations, took longer than
anticipated and the resulting disruption and inefficiencies created a
backlog of unshipped orders at September 30, 1997 of approximately $4.1
million. Sales in the quarter would have been higher if the backlog had
been lower. The Company anticipates the speed and efficiency of shipping
the backlog of orders to increase and does not expect that an unusual order
backlog will exist at the end of the fourth quarter.
Cost of product and delivery for the nine month period ended September 30th
as a percentage of net sales was 53% in 1997 and in 1996 and increased to
57% in the third quarter of 1997 from 52% for the third quarter of 1996.
Gross profit increased by $6.8 million, or 47%, to $21.2 million for the
nine months ended September 30, 1997 from $14.4 million for the same period
in 1996. Gross profit increased $1.6 million, or 35%, to $6.3 million for
the third quarter of 1997 from $4.7 million for the third quarter of 1996.
Gross profit as a percentage of sales was 47% in 1997 and in 1996 for the
nine month period ended September 30th and decreased to 43% in 1997 from 48%
in 1996 for the third quarter. The decrease in gross profit primarily
resulted from increased sales of gift and merchandise items which generally
have higher product costs as a percentage of sales than personalized paper
products, additional one-time costs and inefficiencies related to the
Company's relocation to the new facility and an increase in costs of labor
and equipment in anticipation of increased sales in the fourth quarter.
Selling, general and administrative expense increased $6.7 million, or 47%,
to $20.9 million for the first nine months of 1997 from $14.2 million for
the same period of 1996 and increased $2.9 million, or 66%, to $7.3 million
for the third quarter of 1997 from $4.4 million for the same quarter in
1996. Selling, general and administrative costs as a percentage of net
sales decreased to 46% for the first nine months of 1997 from 47% for the
same period in 1996 and increased to 50% for the third quarter of 1997 from
45% for the same quarter in 1996. The increase in the third quarter
primarily related to a distribution in 1997 of more than twice the number of
catalogs to customers and customer prospects than occurred in the same
period of 1996 and lower than anticipated response to certain segments of
the increased catalog circulation.
Operating income increased by $182,000 to $358,000 for the nine month period
ended September 30, 1997 from $176,000 for the same period in 1996. The
Company had an operating loss of $1,039,000 for the third quarter of 1997
as compared to operating income of $258,000 for the same quarter of 1996.
Other income, primarily vendor payment discounts and interest income, was
$345,000 for the nine month period ended September 30, 1997 as compared to
$198,000 for the same period in 1996. Other income for the third quarter of
1997 was $121,000 as compared to $51,000 for the same period in 1996.
The provision for income taxes was $253,000 and $108,000 for the nine month
periods ended September 30, 1997 and 1996, respectively. The Company had a
credit for income taxes of $327,000 for the quarter ended September 30,
1997 and had a provision for income taxes of $89,000 for the same quarter
in 1996. The provision for income taxes for 1997 reflects the 36% income
tax rate that management anticipates for the year. The income tax rate was
36% in the third quarter of 1997 as compared to 29% in the same period of
1996 because of the availability of research and development credits.
Net income increased by $185,000 to $451,000 for the first nine months of
1997 from $266,000 for the same period in 1996. The Company had a net loss
of $591,000 for the third quarter of 1997 as compared to net income of
$220,000 for the same quarter in 1996. Earnings per share increased by
$0.04 to $0.10 for the first nine months of 1997 from $0.06 for the same
period in 1996 and decreased by $0.16 to a loss of $0.11 for the third
quarter of 1997 from earnings of $0.05 for the same quarter of 1996.
LIQUIDITY AND CAPITAL RESOURCES
During the nine month period ended September 30, 1997, cash and cash
equivalents increased by $1,450,000. Activity in several significant areas
which had the greatest impact on cash and cash equivalents are described
below.
Increased advertising over 1996 levels, the forward buying of approximately
$1.2 million of paper for catalogs, the distribution of a greater number of
catalogs and the distribution of a significant number of catalogs near the
end of the quarter were the primary factors in an increase of deferred
advertising by $6,760,000. The increase in sales primarily led to the
increase in inventories of $765,000. Increased advertising, increased
inventories and additional costs and purchased assets related to the
relocation of the Company to new facilities were the primary reasons for an
increase of accounts payable of $2,136,000. Disruption of operations and
resulting inefficiencies related to the relocation is the primary reason for
the $3,492,000 increase in customer liabilities (primarily unshipped
customer orders and a reserve for future customer warranty costs and product
returns).
Significant items of investing activities during the nine months ended
September 30, 1997 were purchases of property and equipment of $10,464,000
and the use of $500,000 to collateralize a letter of credit. The purchases
of property and equipment primarily related to the purchase of undeveloped
land and costs of a newly constructed facility that the Company moved into
in the third quarter of 1997. The letter of credit relates to certain
obligations generally expected to be resolved within one year, in connection
with improvements to the building site.
Significant items of financing activities during the nine month period ended
September 30, 1997 were the draw of $3,682,000 on the Company's construction
and development financing for its new facilities and completion of a
secondary stock offering for $10,213,000.
In July 1997, the Company closed on new credit facilities of approximately
$4.5 million for construction financing and $1.3 million for land purchase
and development associated with the new facility. The $3,682,00 increase in
debt represents draws on these credit facilities through September 30, 1997.
At September 30, 1997, the Company was in compliance with all its debt
covenants.
In early July 1997, the Company completed a secondary offering of 1.5
million shares of its common stock. As part of the offering, the Company
issued and sold 471,404 shares. The underwriters also elected to exercise
their over-allotment option for 225,000 additional shares. Net proceeds
from this transaction were approximately $10,213,000.
Management believes that results of operations, continued operational
planning review, current cash balances, financing obtained for construction
of the new facility and proceeds from the stock offering will produce funds
necessary to meet its anticipated working capital requirements for the
current year.
The discussion above contains certain forward-looking statements as such
term is defined in the Private Securities Litigation Reform Act of 1995.
Company statements that are not historical facts, including statements about
management's expectations, beliefs, plans and objectives for 1997 and
beyond, are forward-looking statements and involve various risks and
uncertainties. Factors that could cause the Company's actual results to
differ materially from management's estimates and expectations include, but
are not limited to, the following: changes in postal rates or the costs of
paper; changes in economic and market conditions; changes in the Company's
merchandise product mix or changes in the Company's customer response to
advertising offers; lack of effective performance of customer service and
the Company's order fulfillment system; and changes in strategy and timing
relating to the testing and rollout of new catalogs.
Additional discussion of factors that could cause actual results to differ
materially from management's projection, forecasts, estimates and
expectations is contained in the Company's 1997 SEC filings, including the
Company's report on Form 10-K for the year ended December 31, 1996.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Documents filed as part of this report:
Exhibit 10: Material Contracts
None
Exhibit 27: Financial Data Schedule (Edgar filing only.)
Registrant hereby agrees to furnish the Commission, upon
request, with instruments defining the rights of holders of
long-term debt of the registrant.
(b) Reports on Form 8-K
There were no reports on Form 8-K for the fiscal quarter
ended September 30, 1997.
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.
CONCEPTS DIRECT, INC.
(registrant)
Date: October 31, 1997 By: /s/ Phillip A. Wiland
Phillip A. Wiland
Chief Executive Officer
Date: October 31, 1997 By: /s/ H. Franklin Marcus, Jr.
H. Franklin Marcus, Jr.
Chief Financial and Accounting
Officer
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