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, 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 April 20, 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 March 31, 1998 and December 31, 1997
Statements of Operations for the three months ended March 31, 1998
Statements of Cash Flows for the three months ended March 31, 1998
and March 31, 1997
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
Item 1. Financial Statements
CONCEPTS DIRECT, INC.
Balance Sheets
March 31, December 31,
1998 1997
(Unaudited)
Current assets
Cash and cash equivalents $8,673,565 $13,773,815
Restricted cash 0 128,403
Accounts receivable, less allowances 417,312 259,219
Deferred advertising costs 6,493,125 7,616,138
Inventories, less allowances 5,078,095 5,167,729
Income taxes recoverable 373,000 373,000
Prepaid expenses and other 193,517 904,281
Total current assets 21,228,614 28,222,585
Property and equipment, net 11,781,047 11,860,954
Other assets 332,970 294,263
TOTAL ASSETS $33,342,631 $40,377,802
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable $4,674,082 $9,837,028
Current maturities of debt and lease
obligations 785,007 594,971
Accrued employee compensation 657,875 1,101,972
Customer liabilities 1,278,550 1,715,775
Interest payable 0 20,980
Current and deferred income taxes payable 1,421,693 1,808,056
Total current liabilities 8,817,207 15,078,782
Debt obligations 6,336,842 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 3,373,515 3,997,569
Total stockholders' equity 18,188,582 18,812,636
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $33,342,631 $40,377,802
See notes to financial statements.
CONCEPTS DIRECT, INC.
Statements of Operations
(Unaudited)
Three Months Ended
March 31,
1998 1997
Net sales $15,480,319 $15,952,360
Operating costs and expenses:
Cost of product and delivery 8,730,014 7,959,421
Selling, general and administrative 7,794,907 7,042,032
Total operating costs and expenses 16,524,921 15,001,453
Operating income (loss) (1,044,602) 950,907
Other income, net 84,548 101,257
Income (loss) before income taxes (960,054) 1,052,164
Provision (benefit) for income taxes (336,000) 379,000
Net income (loss) $(624,054) $673,164
Basic earnings (loss) per share $(0.13) $0.16
Diluted earnings (loss) per share $(0.13) $0.15
Weighted average number of common shares 4,957,286 4,245,799
Weighted average number of common shares
and dilutive stock options 4,957,286 4,470,160
See notes to financial statements.
CONCEPTS DIRECT, INC.
Statements of Cash Flows
(Unaudited)
Three Months Ended
March 31,
1998 1997
OPERATING ACTIVITIES
Net income (loss) $(624,054) $673,164
Adjustments to reconcile net income (loss)
to net cash used in operations:
Provision for losses on accounts receivable 4,000 0
Provision (benefit) for losses in inventory values 86,798 60,657
Depreciation and amortization 279,608 74,603
Current and deferred income taxes (386,363) 209,000
Changes in operating assets and liabilities:
Accounts receivable (162,093) 10,997
Deferred advertising costs 1,123,013 (109,149)
Inventories 2,836 (32,355)
Prepaid expenses and other 710,764 30,556
Accounts payable (5,162,946) (1,571,945)
Accrued employee compensation (444,097) 78,273
Customer liabilities (437,225) 199,778
Interest payable (20,980) 0
NET CASH USED IN OPERATING ACTIVITIES (5,030,739) (376,421)
INVESTING ACTIVITIES
Cash restricted as collateral 0 (500,000)
Release of cash restricted as collateral 128,403 0
Purchases of property and equipment (164,025) (2,195,608)
Other investing activities, net (74,383) 15,255
NET CASH USED IN INVESTING ACTIVITIES (110,005) (2,680,353)
FINANCING ACTIVITIES
Principal payments on debt and lease obligations (62,201) (24,653)
Issuance of debt obligations 102,695 0
Exercise of common stock options 0 10,796
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 40,494 (13,857)
DECREASE IN CASH AND CASH EQUIVALENTS (5,100,250) (3,070,631)
Cash and cash equivalents at beginning of year 13,773,815 6,425,137
Cash and cash equivalents at end of period $8,673,565 $3,354,506
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 three month periods ended March 31, 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.
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 decreased by $.5 million, or 3.0%, to $15.5 million
for the first quarter of 1998 from $16.0 million for the same period of
1997. This decrease resulted primarily from the distribution of a fewer
catalogs and other advertising media in the first quarter of 1998 as
compared to the same period in 1997. The Company reduced its first quarter
circulation of catalogs, primarily those directed to prospects, in response
to higher than acceptable overall marketing costs as a percent of sales in
1997. The Company also experienced late and untimely delivery of catalogs
by a supplier in the first quarter which led to reduced response to catalog
offers.
Cost of product and delivery as a percentage of sales was 56% for the first
quarter of 1998 as compared to 50% for the same period of 1997. Gross profit
decreased by $1.2 million, or 16%, to $6.8 million for the first quarter of
1998 from $8.0 million for the same period of 1997. 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 costs increased $.8 million, or 11%, to
$7.8 million for the first quarter of 1998 from $7.0 million for the same
period in 1997. Selling, general and administrative expense increased as a
percentage of net sales to 50% in the first quarter of 1998 from 44% for the
same period of 1997. This increase primarily resulted from lower than
anticipated response to catalog offers because of untimely and late
deliveries of catalogs by a supplier, increased paper costs related to
catalog preparation and distribution and higher fixed general and
administrative costs.
The Company had an operating loss of $1,045,000 for the first quarter of
1998 as compared to operating income of $951,000 for the same quarter of
1997. Other income, primarily interest income and vendor payment discounts
and interest expense, was $85,000 for the first quarter of 1998 compared to
$101,000 for the same period of 1997. Interest expense was $99,000 for the
quarter ended March 31, 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.
The Company had an income tax benefit of $336,000 for the quarter ended
March 31, 1998 as compared to a provision for income taxes of $379,000 in
the first quarter of 1997. The income tax benefit reflects the 35% income
tax rate that management anticipates for the year.
The Company had a net loss of $624,000 for the first quarter of 1998 as
compared to net income $673,000 for the same period of 1997. The Company
had a loss of $0.13 per share for the first quarter of 1998 as compared to
diluted earnings per share of $0.15 for the same period of 1997.
LIQUIDITY AND CAPITAL RESOURCES
During the first quarter of 1998, cash and cash equivalents decreased by
$5,100,000. Activity in several significant areas had the greatest impact
on cash and cash equivalents as described below.
The decrease in accounts payable of $5,163,000 resulted primarily from the
payment in the first quarter of 1998 for inventory and advertising cost
purchased or incurred in the fourth quarter of 1997. The net loss of
$624,000 also contributed to the cash decrease during the period. The
decrease in cash was offset by the decrease in deferred advertising of
$1,123,000 primarily related to reduced levels of advertising in the first
quarter of 1998 as compared to the fourth quarter of 1997.
The Company has available with Bank One, Colorado, N.A. two revolving lines
of credit, $1 million for the purchase of paper to be used in future catalog
mailings and $1 million for general purposes. The revolving lines of credit
expired in April 1998 and the credit arrangement was renewed.
The Company had $8,674,000 of unencumbered cash and cash equivalents at
March 31, 1998. Management believes that results of operations, continued
operational planning review procedures, line of credit availability plus
current cash balances will produce funds necessary to meet the Company's
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 expectation, 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 cost 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 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
March 31, 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: May 11, 1998 By: /s/ Phillip A. Wiland
Phillip A. Wiland
Chief Executive Officer
Date: May 11, 1998 By: /s/ H. Franklin Marcus, Jr.
H. Franklin Marcus, Jr.
Chief Financial and Accounting
Officer
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