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 March 31, 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.)
1351 South Sunset Street, Longmont, CO 80501
(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 April 14, 1997, 4,250,882 shares of Common Stock, $.10 par value,
were outstanding.
CONCEPTS DIRECT, INC.
FORM 10-Q
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements:
Balance Sheets as of March 31, 1997 and December 31, 1996
Income Statements for the three months ended March 31, 1997 and March 31,
1996
Statements of Cash Flows for the three months ended March 31, 1997 and March
31, 1996
Notes to Financial Statements
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
PART II. OTHER INFORMATION
Item 4. Submission of matters to a vote of Security Holders
Item 6. Exhibits and reports on Form 8-K
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements:
CONCEPTS DIRECT, INC.
Balance Sheets
(Unaudited)
March 31, December 31,
ASSETS 1997 1996
Current assets
Cash and cash equivalents $ 3,354,506 $ 6,425,137
Restricted cash 500,000 -
Accounts receivable, less allowances 154,836 165,833
Deferred advertising costs 3,927,976 3,818,827
Inventories, less allowances 2,755,697 2,783,999
Prepaid expenses and other 218,364 248,920
Total current assets 10,911,379 13,442,716
Property and equipment, net 2,913,204 792,199
Other assets 236,813 252,068
TOTAL ASSETS $ 14,061,396 $14,486,983
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable $ 3,751,333 $ 5,323,278
Current maturities of lease obligations 34,804 59,457
Accrued employee compensation 663,141 584,868
Customer liabilities 962,269 762,491
Current and deferred income taxes payable 996,643 787,643
Total current liabilities 6,408,190 7,517,737
Commitments
Stockholders' equity
Common Stock, $.10 par value, authorized
6,000,000 shares, issued and
outstanding 4,250,882 and 4,240,216
shares, respectively 425,088 212,111
Additional paid-in capital 4,172,274 4,374,455
Retained earnings 3,055,844 2,382,680
Total stockholders' equity 7,653,206 6,969,246
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 14,061,396 $ 14,486,983
See notes to financial statements.
CONCEPTS DIRECT, INC.
Income Statements
(Unaudited)
Three Months Ended
March 31,
1997 1996
Net sales $ 15,952,360 $ 11,583,964
Operating costs and expenses:
Cost of product and delivery 7,959,421 5,941,346
Selling, general and administrative 7,042,032 5,379,896
Total operating costs and expenses 15,001,453 11,321,242
Income from operations 950,907 262,722
Other income, net 101,257 112,047
Income before income taxes 1,052,164 374,769
Provision for income taxes 379,000 109,000
Net income $ 673,164 $ 265,769
Net earnings per common share $ 0.15 $ 0.06
Weighted average number of common
shares and common share
equivalents outstanding 4,482,159 4,442,132
See notes to financial statements.
CONCEPTS DIRECT, INC.
Statements of Cash Flows
(Unaudited)
Three Months Ended
March 31,
1997 1996
OPERATING ACTIVITIES
Net income $ 673,164 $ 265,769
Adjustments to reconcile net income to
net cash used in operations:
Provision for losses on accounts
receivable - 7,000
Provision (credit) for losses in
inventory values 60,657 (41,538)
Depreciation and amortization 74,603 121,512
Current and deferred income taxes 209,000 29,000
Changes in operating assets and
liabilities:
Accounts receivable 10,997 (78,808)
Deferred advertising costs (109,149) (326,592)
Inventories (32,355) 544,719
Prepaid expenses and other 30,556 38,847
Accounts payable (1,571,945) (679,892)
Accrued employee compensation 78,273 (242,806)
Customer liabilities 199,778 (481,738)
NET CASH USED IN OPERATING ACTIVITIES (376,421) (844,527)
INVESTING ACTIVITIES
Cash restricted as collateral (500,000) -
Purchases of property and equipment (2,195,608) (71,157)
Other investing activities 15,255 (47,229)
NET CASH USED IN INVESTING ACTIVITIES (2,680,353) (118,386)
FINANCING ACTIVITIES
Principal payments of lease obligations (24,653) (24,851)
Sale of common stock and stock options 10,796 7,134
NET CASH USED IN FINANCING ACTIVITIES (13,857) (17,717)
DECREASE IN CASH AND CASH EQUIVALENTS (3,070,631) (980,630)
Cash and cash equivalents at beginning
of period 6,425,137 3,324,838
Cash and cash equivalents at end of
period $ 3,354,506 $ 2,344,208
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 month period ended March 31, 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.
2. Stockholder's 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, March 31, 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.
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 intends to use a portion of this land for a new facility and to
hold the remaining land for sale or expansion.
The Company anticipates completing a new building, costing approximately
$8,500,000 during the summer of 1997. The lease of the Company's current
facility at 1351 South Sunset Street, Longmont, Colorado expires on August
31, 1997. The Company also 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.
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 $4.4 million, or 37.7%, to $16.0
million for the first quarter of 1997 for $11.6 million for the same period
of 1996. This increase 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. Increased sales
were also attributable to improved catalog response rates.
Cost of product and delivery as a percentage of sales was 50% for the first
quarter of 1997 as compared to 51% for the same period of 1996. Gross profit
increased by $2.4 million, or 41.6%, to $8.0 million for the first quarter
of 1997 from $5.6 million for the same period of 1996. Gross profit
increased as a percentage of net sales to 50% for the first quarter of 1997
from 49% for the same period of 1996. The increase in gross profit as a
percentage of net sales occurred primarily because of improved efficiencies
of operations and higher sales over which to spread fixed costs associated
with production and delivery.
Selling, general and administrative costs increased $1.6 million, or 31%, to
$7.0 million for the first quarter of 1997 from $5.4 million for the same
period in 1996. Selling, general and administrative expense decreased as a
percentage of net sales to 44% in the first quarter of 1997 from 46% for the
same period of 1996. This decrease primarily resulted from improved response
to Company advertising, lower paper costs related to catalog preparation and
distribution and increased sales over which to spread fixed costs.
Income from operations increased by $688,000, or 261.9%, to $951,000 for the
first quarter of 1997 from $263,000 for the same period of 1996. Income
from operations increased as a percentage of sales to 6.0% for the first
quarter of 1997 from 2.3% for the same period of 1996. Other income,
primarily interest income and vendor payment discounts, was $101,000 for the
first quarter of 1997 compared to $112,000 for the same period of 1996.
The provision for income taxes amount for the first quarter of 1997 was
$379,000 as compared to $109,000 in the first quarter of 1996. The income
tax rate was 36% in the first quarter of 1997 as compared to 29% in the same
period of 1996 because of the availability of research and development tax
credits in the first quarter of 1996.
Net income increased by $407,000, or 153.3%, to $673,000 for the first
quarter of 1997 from $266,000 for the same period of 1996. Net income
increased as a percentage of net sales to 4.2% in the first quarter of 1997
from 2.3% in the same period of 1996. Earnings per share increased by $.09,
or 150.0%, to $0.15 for the first quarter of 1997 from $0.06 for the same
period of 1996.
LIQUIDITY AND CAPITAL RESOURCES
During the first quarter of 1997, cash and cash equivalents decreased by
$3,071,000. Activity in several significant areas had the greatest impact
on cash and cash equivalents as described below.
The decrease in accounts payable of $1,572,000 resulted primarily from the
payment in early January 1997 for inventory and advertising cost purchased
or incurred in the fourth quarter of 1996. Net income of $673,000
contributed significantly to increased cash in the period.
Significant items of investing activities during the period were purchases
of property and equipment of $2,196,000 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 certain costs of a
new facility currently under construction on the property. The letter of
credit relates to certain obligations generally expected to be resolved
within one year, in connection with improvements to the building site.
The Company had $3,355,000 of unencumbered cash and cash equivalents at
March 31, 1997. Management believes that results of operations, continued
operational planning review, funds from outside sources plus current cash
balances will produce funds necessary to meet its anticipated working
capital requirements for the current year. The Company is currently
constructing a new facility on the approximately 139 acres of undeveloped
land purchased in January 1997. The Company expects to use current cash
balances and outside sources to finance this construction on a portion of
the property, at a total building and development cost of approximately $8.5
million (excluding land). The Company intends to hold the remaining land
for sale or expansion.
Special Note Regarding Forward-Looking Statements
The provisions of the Private Securities Litigation Reform Act of 1995 (the
"Act") provide companies with a "safe harbor" when making forward-looking
statements. This "safe harbor" encourages companies to provide prospective
information without fear of litigation. 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 (as such terms are defined in the Act) and involve various risks
and uncertainties. Factors that could cause the Company's actual results to
differ materially from management's projections, forecasts, estimates and
expectations include, but are not limited to, the following: changes in
postal rates or the costs of paper; changes in the general economic
conditions of the United States leading to increased competitive activity;
and changes in consumer spending generally or specifically with reference to
the types of merchandise that the Company offers in its catalogs; changes in
the Company's merchandise product mix or changes in the Company's customer
response to advertising offers; competitive factors including name
recognition and the Company's relative newness to the mail-order catalog
business; the Company's ability to complete construction of and transfer to
the Company's new facilities by September 1997 thereby avoiding any material
decrease in the Company's efficiency at a time of the year when it
historically has received a significant portion of its orders and related
annual net sales; lack of availability/access to capital or sources of
supply for appropriate inventory; state tax issues relating to the taxation
of out of state mail order companies with neither sales representatives nor
outlets in a particular state seeking to impose sales and similar taxes;
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.
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
(a) The annual meeting of the Company's shareholders was held on April
19, 1997.
(b) At such annual meeting, the stockholders of the Company elected
Phillip A. Wiland, Michael T. Buoncristiano, Robert L. Burrus, Jr., Stephen
R. Polk and Phillip D. White as directors for one-year terms. Since the
record date for the annual stockholder meeting was February 18, 1997, the
number of shares voted do not reflect the March 31, 1997 two-for-one stock
split. The elections were approved by the following votes:
Directors For Withheld
Phillip A. Wiland 1,632,840 4
Michael T. Buoncristiano 1,632,840 4
Robert L. Burrus, Jr. 1,632,840 4
Stephen R. Polk 1,632,840 4
Phillip D. White 1,632,840 4
(c) At such annual meeting, the stockholders of the Company ratified
the election of Ernst & Young LLP as the independent public accountants for
the Company for the fiscal year ended December 31, 1997. Since the record
date for the annual stockholder meeting was February 18, 1997, the number of
shares voted do not reflect the March 31, 1997 two-for-one stock split. The
ratification of Ernst & Young LLP was approved by the following votes:
For 1,632,666
Against 128
Abstain 50
Broker Non-Votes 0
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Documents filed as part of this report:
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 March 31,
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: April 29, 1997 By: /s/ Phillip A. Wiland
Phillip A. Wiland
Chief Executive Officer
Date: April 29, 1997 By: /s/ H. Franklin Marcus, Jr.
H. Franklin Marcus, Jr.
Chief Financial and Accounting Officer
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