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 June 30, 1998
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 July 22, 1998, 4,957,286 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 June 30, 1998 and December 31, 1997
Statements of Operations for the three and six months ended June 30,
1997 and June 30, 1998
Statements of Cash Flows for the six months ended June 30, 1998 and
June 30, 1997
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 5. Other Information
Item 6. Exhibits and reports on Form 8-K
Item 1.
CONCEPTS DIRECT, INC.
Balance Sheets
June 30, December 31,
1998 1997
ASSETS (Unaudited)
Current assets
Cash and cash equivalents $5,003,485 $13,773,815
Restricted cash 0 128,403
Accounts receivable, less allowances 275,562 259,219
Deferred advertising costs 8,332,628 7,616,138
Inventories, less allowances 6,789,110 5,167,729
Income taxes recoverable 373,000 373,000
Prepaid expenses and other 194,149 904,281
Total current assets 20,967,934 28,222,585
Property and equipment, net 11,606,282 11,860,954
Other assets 440,675 294,263
TOTAL ASSETS $33,014,891 $40,377,802
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable $5,030,657 $9,837,028
Current maturities of debt and lease obligations 849,955 594,971
Accrued employee compensation 862,225 1,101,972
Customer liabilities 780,462 1,715,775
Interest payable 0 20,980
Current and deferred income taxes payable 1,317,693 1,808,056
Total current liabilities 8,840,992 15,078,782
Debt obligations 6,178,456 6,486,384
Commitments and contingencies
Stockholders' equity
Common Stock, $.10 par value, authorized
6,000,000 shares, issued and outstanding
4,957,286 shares 495,729 495,729
Additional paid-in capital 14,319,338 14,319,338
Retained earnings 3,180,376 3,997,569
Total stockholders' equity 17,995,443 18,812,636
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $33,014,891 $40,377,802
See notes to financial statements.
CONCEPTS DIRECT, INC.
Statements of Operations
(Unaudited) Three Months Ended Six Months Ended
June 30, June 30,
1998 1997 1998 1997
Net sales $15,855,323 $14,766,280 $31,335,642 $30,718,640
Operating costs and expenses:
Cost of product and
delivery 8,934,815 7,814,393 17,664,829 15,773,814
Selling, general and
administrative 7,206,882 6,505,509 15,001,789 13,547,541
Total operating costs and
expenses 16,141,697 14,319,902 32,666,618 29,321,355
Operating income (loss) (286,374) 446,378 (1,330,976) 1,397,285
Other income (loss), net (10,765) 122,607 73,783 223,864
Income (loss) before income
taxes (297,139) 568,985 (1,257,193) 1,621,149
Provision (benefit) for income
taxes (104,000) 201,000 (440,000) 580,000
Net income (loss) $(193,139) $367,985 $(817,193) $1,041,149
Basic earnings (loss) per share $(0.04) $0.09 $(0.16) $0.25
Diluted earnings (loss) per share $(0.04) $0.08 $(0.16) $0.23
Weighted average number of
common shares 4,957,286 4,251,882 4,957,286 4,248,841
Weighted average number of
common shares and dilutive
stock options 4,957,286 4,481,803 4,957,286 4,475,982
See notes to financial statements.
CONCEPTS DIRECT, INC.
Statements of Cash Flows
(Unaudited)
Six Months Ended
June 30,
1998 1997
OPERATING ACTIVITIES
Net income (loss) $(817,193) $1,041,149
Adjustments to reconcile net income (loss)
to net cash used in operating activities:
Provision for losses on accounts receivable 3,000 1,000
Provision for losses in inventory values 238,576 90,701
Depreciation and amortization 478,406 164,194
Current and deferred income taxes (490,363) 360,000
Changes in operating assets and liabilities:
Accounts receivable (19,343) (53,140)
Deferred advertising costs (716,490) (3,747,607)
Inventories (1,859,957) (781,692)
Prepaid expenses and other 710,132 (290,952)
Accounts payable (4,806,371) 2,696,351
Accrued employee compensation (239,747) (104,866)
Customer liabilities (935,313) 500,748
Interest payable (20,980) 0
NET CASH USED IN OPERATING ACTIVITIES (8,475,643) (124,114)
INVESTING ACTIVITIES
Cash restricted as collateral 0 (500,000)
Release of cash restricted as collateral 128,403 0
Purchases of property and equipment (223,734) (5,650,083)
Other investing activities, net (146,412) (115,830)
NET CASH USED IN INVESTING ACTIVITIES (241,743) (6,265,913)
FINANCING ACTIVITIES
Principal payments on debt and lease obligations (155,639) (47,061)
Issuance of debt obligations 102,695 0
Exercise of common stock options 0 11,951
NET CASH USED IN FINANCING ACTIVITIES (52,944) (35,110)
DECREASE IN CASH AND CASH EQUIVALENTS (8,770,330) (6,425,137)
Cash and cash equivalents at beginning of year 13,773,815 6,425,137
Cash and cash equivalents at end of period $5,003,485 $0
See notes to financial statements.
CONCEPTS DIRECT, INC.
Notes to Financial Statements
(Unaudited)
1. Accounting Policies
The 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 six month periods ended June 30, 1998
are not necessarily indicative of the results that may be expected for the
year ending December 31, 1998. 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, 1997.
In 1997, the Financial Accounting Standards Board issued Statement of
Financial Standards No. 131, "Disclosures About Segments of an Enterprise
and Related Information," which is required to be adopted on December 31,
1998. The Company has not completed its analysis of whether the reporting
requirements of Statement No. 131 apply to the Company's operations. The
Company does not expect any significant additional disclosures to be
necessary when the statement is adopted.
In March 1998, the AICPA issued SOP 98-1, "Accounting For the Costs of
Computer Software Developed For or Obtained For Internal-Use." The SOP
requires the capitalization of certain costs incurred after the date of
adoption in connection with developing or obtaining software for
internal-use. The Company previously expensed such costs as incurred. The
Company adopted SOP 98-1 effective January 1, 1998. The effect of the
adoption of SOP 98- 1 was immaterial to the results of operations of the
Company for the three and six month periods ended June 30, 1998.
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 $.6 million, or 2%, to $31.3 million
for the six month period ended June 30, 1998 from $30.7 million in the same
period in 1997 and increased by $1.1 million, or 7%, to $15.9 million for
the second quarter of 1998 from $14.8 million in the same period in 1997.
These increases resulted primarily from higher response rates to some
catalogs distributed and an increase in the number of products offered.
Personalized paper product sales decreased by approximately $3.7 million, or
23%, for the six month period ended June 30th and decreased by $1.7 million,
or 23%, for the quarter period ended June 30, 1998. Personalized paper
product sales decreased as a percentage of total sales for the six month
period ended June 30th to 39% in 1998 from 51% in 1997 and decreased for the
second quarter to 35% in 1998 from 48% in 1997. These decreases occurred
primarily because of reduced emphasis on the Colorful Images catalog which
is the main marketing media of personalized paper products and more
aggressive development of our other catalogs which are comprised primarily
of gift and merchandise items.
Cost of product and delivery for the six month period ended June 30th
increased as a percentage of net sales to 56% in 1998 from 51% in 1997 and
increased to 56% in the second quarter of 1998 from 53% for the second
quarter of 1997. Gross profit decreased by $1.2 million, or 9%, to $13.7
million for the six months ended June 30, 1998 from $14.9 million for the
same period in 1997. Gross profit was $6.9 million and $7.0 million for the
second quarter of 1998 and 1997, respectively. The decrease in gross profit
as a percentage of net sales occurred primarily because of increased sales
of gift and merchandise items which generally have higher product costs as a
percentage of sales than personalized paper products and higher fixed costs
of operations.
Selling, general and administrative expense increased $1.5 million, or 11%,
to $15.0 million for the first six months of 1998 from $13.5 million for the
same period of 1997 and increased $.7 million, or 11%, to $7.2 million for
the second quarter of 1998 from $6.5 million for the same quarter in 1997.
Selling, general and administrative costs as a percentage of net sales
increased to 48% for the first six months of 1998 from 44% for the same
period in 1997 and increased to 45% for the second quarter of 1998 from 44%
for the same quarter in 1997. These increases primarily related to
increased paper costs for catalog preparation and distribution and higher
fixed general and administrative costs.
The Company had an operating loss of $1.3 million for the six month period
ended June 30, 1998 as compared to operating income of $1.4 million for the
same period in 1997. The Company had an operating loss of $286,000 for the
second quarter of 1998 as compared to operating income of $446,000 for the
same quarter of 1997. Other income (loss), primarily vendor payment
discounts, interest income and interest expense, was $74,000 for the six
month period ended June 30, 1998 as compared to $224,000 for the same period
in 1997. Other income (loss) for the second quarter of 1998 was a loss of
$11,000 as compared to income of $123,000 for the same period in 1997.
Interest expense was $259,000 for the six-month period ended June 30, 1998
as compared to $2,000 for the same period in 1997 and was $160,000 for the
quarter ended June 30, 1998 as compared to $1,000 for the same period in
1997. The increase in interest expense primarily relates to financing on
the Company's new facilities in late 1997.
The Company had an income tax benefit of $440,000 for the six month period
ended June 30, 1998 as compared to a provision for income taxes of $580,000
for the same period in 1997. The Company had an income tax benefit of
$104,000 for the quarter ended June 30, 1998 as compared to a provision for
income taxes of $201,000 for the same quarter in 1997. The provision for
income taxes for 1998 reflects the 35% income tax rate that management
anticipates for the year.
The Company had a net loss of $817,000 for the six month period ended June
30, 1998 as compared to net income of $1,041,000 for the same period in
1997. The Company had a net loss of $193,000 for the quarter ended June 30,
1998 as compared to net income of $368,000 for the same period in 1997. The
Company had a diluted loss of $0.16 per share for the six month period
ended June 30, 1998 as compared to diluted earnings per share of $0.23 for
the same period in 1997. The Company had a net loss of $0.04 per share for
the quarter ended June 30,1998 as compared to diluted earnings per share of
$.08 for the same period in 1997.
LIQUIDITY AND CAPITAL RESOURCES
During the six month period ended June 30, 1998, cash and cash equivalents
decreased by $8,770,000. Activity in several significant areas had the
greatest impact on cash and cash equivalents as described below.
The forward buying of approximately $1.2 million of paper for catalogs in
addition to the December 31, 1997 paper inventory balance was the primary
factor in an increase of deferred advertising by $716,000. The increase in
sales primarily of gift and merchandise items led to the increase in
inventories of $1,860,000. The decrease in accounts payable during the six
month period ended June 30, 1998 of $4,806,000 resulted primarily from the
payment in the first quarter of 1998 of inventory and advertising costs
purchased or incurred in the fourth quarter of 1997.
During the first six months of 1998 customer liabilities (primarily
unshipped customer orders and a reserve for future customer warranty costs
and product returns) has decreased by $935,000 primarily as a result of
inventory backorder reductions and improvement in certain fulfillment
function efficiencies.
The Company has available with Bank One, Colorado, N.A. a revolving line of
credit for $2,000,000 for general purposes. No balance was outstanding on
the line of credit at June 30, 1998. The line of credit expires in May
1999.
The Company had $5,003,000 of unencumbered cash and cash equivalents at June
30, 1998. Management believes that results of operations, continued
operational planning review, line of credit availability plus current cash
balances will produce funds necessary to meet its anticipated working
capital requirements for the current year.
Special Note Regarding Forward-Looking Statements
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 1998 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 by third party suppliers
with respect to production and distribution of catalogs; 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 projections, forecasts,
estimates and expectations is contained in the Company's SEC filings,
including the Company's report on Form 10-K for the year ended December 31,
1997.
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 24,
1998.
(b) At such annual meeting, the stockholders of the Company elected
Virginia B. Bayless, Robert L. Burrus, Jr., Michael T. Buoncristiano,
Stephen R. Polk, Phillip D. White and Phillip A. Wiland as directors for
one-year terms. The elections were approved by the following votes:
Directors For Withheld
Virginia B. Bayless 4,667,318 2,208
Robert L. Burrus, Jr. 4,667,318 2,208
Michael T. Buoncristiano 4,667,318 2,208
Stephen R. Polk 4,667,318 2,208
Phillip D. White 4,667,318 2,208
Phillip A. Wiland 4,667,118 2,408
(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, 1998. The ratification of
Ernst & Young LLP was approved by the following votes:
For 4,664,080
Against 7,040
Abstain 5,840
Broker Non-Votes 0
(d) At such annual meeting, the stockholders of the Company approved the
amendment to the Company's 1992 Stock Option Plan by the following votes:
For 3,878,485
Against 790,887
Abstain 7,588
Broker Non-Votes 0
(e) At such annual meeting, the stockholders of the Company approved the
adoption of the Company's 1998 Non-Employee Directors Stock Option Plan by
the following votes:
For 3,876,485
Against 792,587
Abstain 7,888
Broker Non-Votes 0
Item 5. Other Information
The SEC has adopted Rule 14a-4(c), effective June 29, 1998, which determines
how proxies designated by public corporations may use discretionary voting
authority on stockholder proposals made at annual meetings. The Company
will have unrestricted use of discretionary voting authority if it does not
receive prior written notice of an intent to submit a proposal at the
meeting. For the Company's 1999 annual meeting of shareholders, this notice
must be received by January 24, 1999.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Documents filed as part of this report:
Exhibit 10: Material Contracts
(a) First Amendment to Registrant's 1992 Stock Option Plan is filed
herewith.
(b) Registrant's 1998 Non-Employee Directors Stock Option Plan
filed as Exhibit A to the Company's Definitive Proxy Statement
dated March 10, 1998 for the Annual Meeting of Stockholders dated
April 24, 1998 is expressly incorporated by reference.
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 June 30,
1998.
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: August 6, 1998
By: /s/ Phillip A. Wiland
Phillip A. Wiland
Chief Executive Officer
Date: August 6, 1998
By: /s/ H. Franklin Marcus, Jr.
H. Franklin Marcus, Jr.
Chief Financial and Accounting Officer
FIRST AMENDMENT TO THE 1992 STOCK OPTION PLAN
CONCEPTS DIRECT, INC.
The 1992 Stock Option Plan (the "Plan") of Concepts Direct, Inc. (the
"Company") is hereby amended as follows:
1. Definitions: Terms, which are not specifically defined herein, shall
have the meanings given to them in the Plan.
2. Stock: Effective April 24, 1998, Article 4 of the Plan is hereby
amended as follows:
(a) The first sentence is amended by replacing "70,000" with "380,000";
and
(b) A new sentence is added at the end to read as follows:
"No more than 50,000 shares may be allocated to the Incentive Awards
that are granted to any individual Participant during any single
fiscal year of the Company."
IN WITNESS WHEREOF, the Company has caused this First Amendment to be
executed this 30th day of June, 1998.
Concepts Direct, Inc.
By: /s/H. Franklin Marcus, Jr.
H. Franklin Marcus, Jr.
Title: Chief Financial Officer
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