FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
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 of (IRS Employer
incorporation or organization) Identification No.)
2950 Colorful Avenue, Longmont, Colorado 80504
(Address of Principal Executive Offices) (ZIP Code)
Registrant's telephone number, including area code: (303) 772-9171
Securities registered pursuant to Section 12 (b) of the Act:
Title of each class Name of each exchange on which registered
None N/A
Securities registered pursuant to Section 12 (g) of the Act:
Common Stock, $.10 Par Value
(Title of Class)
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 ___
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrant's knowledge, in
definitive Proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K. [X]
The aggregate market value of the voting stock held by non-affiliates of the
registrant as of February 25, 1998 was approximately $19,006,000. This
figure was calculated as follows: The number of shares beneficially owned
by executive officers and directors of the registrant as a group and by
persons known to the registrant to be beneficial owners of more than 5% of
the outstanding common stock of the registrant was subtracted from the total
number of shares outstanding. The resulting figure was then multiplied by
the average of the bid and asked prices of the registrant's stock in the
over-the-counter market on February 25, 1998. The foregoing calculation
should not be deemed an admission that any of the officers and directors of
the registrant or any holder of more than 5% of the outstanding common stock
of the registrant is an "affiliate."
The number of shares outstanding of the registrant's common stock as of
February 25, 1998 was 4,957,286.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's proxy statement for its annual meeting of
shareholders scheduled for April 24, 1998 are incorporated by reference into
Part III. PART 1
ITEM 1. BUSINESS
General
Concepts Direct, Inc. (the "Company" or "Concepts Direct") is a direct
marketing company, headquartered in Longmont, Colorado. From 1988 to 1992,
Company operations were conducted in the Consumer Products division of
Wiland Services, Inc. ("Wiland"), which provided a variety of database
management, list processing and marketing research services to direct
marketing companies. The Company was organized as a Delaware corporation in
May 1992 and began operations under its name on September 30, 1992, as a
result of a spin-off from Wiland in connection with Wiland's merger with
Neodata Corporation. As part of the spin-off, assets and liabilities of the
Consumer Products division of Wiland were transferred to the Company and
common stock of the Company was issued to shareholders of Wiland.
Two primary strengths of the Company are its proprietary database
(consisting of approximately 7.4 million customers, catalog requesters and
gift recipients as of December 31, 1997 and its direct marketing
expertise. The Company's four primary direct marketing vehicles are the
"Colorful Images," "Linda Anderson," "Snoopy etc., A catalog with
character" and "Linda Anderson's Collectibles" catalogs. Through these
media, the Company currently sells personalized paper products and a diverse
line of merchandise, including collectibles, gift items, home decorative
items and casual apparel. The Company's long-term strategy is to utilize
its direct marketing expertise and its database to produce multiple
independent revenue streams.
Strategic Focus
The strategic focus of Concepts Direct is reflected in the Company name.
The basic strategy is a focus on direct marketing with the goal of creating
and operating multiple direct marketing concepts that profitably sell
merchandise to a targeted customer base. The principal strategies for
achieving this goal are as follows:
The Company employs an analytical approach to prospecting for new customers
which emphasizes list testing and segment analysis, adherence to list
performance guidelines and the recognition of the long-term value of a
customer.
The Company seeks to maximize effective use of its proprietary database.
In addition to recency, frequency of purchase and other monetary data
typically used in database direct marketing, the Company also collects
information concerning the types and themes of merchandise purchased by its
customers. The use of this data, in conjunction with purchase history data
such as latest order date and order size, helps the Company make niche
selections from its database and offer products which are suited to the
styles and tastes of its customers.
The Company plans to expand total circulation of its catalogs. The Company
believes that its list testing strategy, evaluation of performance data and
recognition of the long-term value of a new customer have been significant
contributing factors to its success in expanding circulation, achieving
acceptable overall response rates and enlarging its proprietary database.
The Company intends to leverage its proprietary database and understanding
of product preferences of its primary audience by introducing new
complementary catalog titles. For example, Colorful Images and other
Company catalogs have produced a database comprised in part of customers who
collect certain figurines. The Company believes this provides opportunity
to launch new catalogs addressing these particular interests.
Customer Database
The Company's proprietary database stores information on each customer. The
information is derived primarily from customer transactions and updated as
new transactions are recorded. The Company also conducts prospect mailings
to rented and exchanged mailing lists obtained from other companies and
sources to obtain new customers and add them to the proprietary database.
During 1997, the Company mailed over 77 million copies of five different
catalog titles, of which over 45% were mailed to prospective customers.
At the end of 1997, the Company's proprietary database contained
approximately 7.4 million customers, catalog requesters and gift recipients,
approximately 2.4 million of whom had placed orders with the Company during
the last fiscal year. The Company's database has grown substantially during
the past three years, increasing from 4.4 million at the end of 1995 to 7.4
million at the end of 1997. Information contained in the customer database
assists in determining which offers customers are to receive and the
frequency of those offers.
The Company selects from its database the individuals it believes are most
likely to respond to a particular merchandise offer, thus maximizing sales
while managing costs as a percent of sales. The Company believes that its
ability to analyze its database and select recipients for a particular
direct marketing campaign are significant factors in its growth. The
Company utilizes various indicators, including frequency and size of order,
date of last order, and style and theme of products purchased to offer
specific catalog mailings to those most likely to purchase its merchandise.
The Company updates its customer database in a real time environment.
Marketing and Product Lines
The Company not only markets to its customer database but also exchanges
lists with and rents lists from other direct marketers in order to gain new
customers. Prospects receive a catalog or other direct marketing offer
tailored to what the Company believes to be their merchandise tastes and
preferences based on historical results. The Company currently markets its
products primarily under four catalog titles:
1. Colorful Images
Colorful Images is the trade name under which the Company markets its line
of personalized labels, notepads, various personalized products and general
merchandise such as T-shirts and collectibles. Under this trade name, the
Company creates its own designs, purchases styles and designs from outside
sources and licenses certain images on a royalty basis.
The Company's line of personalized self-adhesive labels is one of the
largest assortments of such products available from any company. There are
over 950 different label choices appropriate to popular interests as well as
most regions of the country, many hobbies, professions and lifestyles. The
Company now offers self-adhesive labels with popular licensed characters and
names such as Snoopy(tm) and other PEANUTS characters, Boyds Bears and
Coca-Cola.
The primary marketing vehicle used to sell Colorful Images products is a
digest-sized catalog (measuring approximately 5" x 7 1/2" with price points
typically ranging from $6.95 to $54.95, excluding shipping and handling. The
catalog, which is bright and colorful, features photographs of labels and
other products. Since mid-1996, the Colorful Images catalog has been
produced in two versions, one for customers and one for prospects. The
prospect version generally contains fewer pages and is typically limited to
merchandise items which have been popular in past mailings to prospects. The
customer version contains merchandise which has been popular in past
mailings to customers, additional merchandise in existing categories and new
merchandise that the Company wishes to test.
The Company mailed the Colorful Images catalog to customers six times in
1995, seven times in 1996 and nine times in 1997. As discussed above, the
catalog is composed of personalized paper products and gift and merchandise
products. The Company believes that certain segments of Colorful Images
customer database prefer one product line or the other. In 1998, the
Company plans to appeal to these preferences by mailing two different
Colorful Images catalogs. One edition will include primarily personalized
paper products and will be offered to those customers who have demonstrated
a paper product buying preference. The other edition will include primarily
gift and merchandise products and will be offered to those customers who
have demonstrated a preference for purchasing gift and merchandise items.
Certain customers who have a history of buying both paper and gift
merchandise products will be mailed both books. The Company may also test
changing the size of the catalog to the gift and merchandise customers. The
current version of the Colorful Images catalog is planned to be mailed two
times in 1998. The Colorful Images gift and personalized paper catalogs are
currently scheduled to be mailed in 1998 nine and eight times, respectively.
During 1997, Colorful Images active customers those who have purchased
from the Company in the last 12 months increased by over 35% to
approximately 2,278,000.
The Company also employs a variety of alternate media to generate sales for
its Colorful Images products. The primary alternate media utilized are
advertisements in newspaper free standing inserts, direct mail co-ops and
endorsed offers. These programs help acquire new customers. In 1997, the
Company used alternate media more than in 1996. The Company will continue
to use alternate media in 1998 but expects that less than 10% of net sales
will be produced by this type of circulation.
2. Linda Anderson
Linda Anderson is the trade name under which the Company markets an
assortment of gifts, home decorative merchandise and casual apparel
generally at higher price points than Colorful Images. This merchandise is
offered through the Linda Anderson catalog, which the Company presents in a
style similar to the Colorful Images catalog. Price points in the Linda
Anderson catalog typically range from $8.95 to $184.95, excluding shipping
and handling.
During 1997, the Company mailed four editions of the Linda Anderson catalog.
More than 115,000 customers placed orders through the Linda Anderson catalog
in the twelve month period ended December 31, 1997. The Company plans to
mail six editions of Linda Anderson in 1998 with several remails that will
include limited changes in product offered.
The best performing list for the Linda Anderson catalog has historically
been previous buyers of Linda Anderson merchandise. Certain segments of
the Colorful Images customer database have also traditionally performed
well for Linda Anderson. This demonstrates the Company's basic strategy
of building successful new product lines in part by capitalizing on the
customer database already established. As Colorful Images continues to
grow, the new customers it generates should benefit Linda Anderson.
3. Linda Anderson's Collectibles
The initial edition of Linda Anderson's Collectibles was issued in 1997 and
included more than 55 lines of collectible merchandise. The catalog
included over 450 individual items with product prices between $7.95 and
$299.95. The catalog also included information about collecting and the
lines represented. The Company has previously offered a more limited
selection of collectibles lines in existing catalogs and has been
pleased with the performance of these products. As a result, the Company's
proprietary database contains a number of collectible buyers.
Although the lists tested, the catalog's creative presentation and the
merchandise lines offered showed significant promise, Linda Anderson's
Collectibles will remain in a "test" status. The Company plans to issue
Linda Anderson's Collectibles three times in 1998.
4. Snoopy etc., a catalog with character
Operating under an agreement with United Feature Syndicate, the licensing
agent for Charles M. Schulz, the creator of the PEANUTS( comic strip, the
Company has developed a catalog consisting exclusively of merchandise
featuring Snoopy( and the other PEANUTS( characters. The merchandise in
the catalog is a combination of items from licensed manufacturers and
items designed exclusively by the Company for the catalog. The Company will
pay a royalty on sales generated by the catalog.
A 32 page edition of Snoopy etc., a catalog with character was issued one
time in 1997 with products generally priced between $7.95 and $598.99 per
item. Since 1996,the Company has had a license to feature PEANUTS
characters on personalized label products. The Company has accumulated
information on its proprietary database concerning buyers of PEANUTS
personalized label products and other PEANUTS merchandise sold in its other
catalogs. Although response to the initial edition of the catalog was
encouraging, the catalog will remain in a "test" status. The Company plans
to circulate limited quantities of four editions of the catalog in 1998.
5. Other Catalogs
The Company's two other catalogs, Colorful Images Presents Impressions and
T-Shirts from Colorful Images, were in the "test" stage during 1997. During
the first half of 1998, the Company will not pursue further testing and
development of Colorful Images Presents Impressions and T-Shirts from
Colorful Images and may discontinue them. The Company will concentrate
development efforts on Linda Anderson's Collectibles and Snoopy etc., a
catalog with character.
The Company uses its catalog titles, as well as the alternate media
mentioned above, to solicit existing customers and prospect for new
customers. Product and media performance are analyzed based on
profitability. Product continuation and media utilization are determined
based on these analyses. The Company seeks to improve financial results by
presenting customers and prospects merchandise tailored to their historic
tastes and preferences, by increasing circulation, and by expanding the
selection of merchandise offered.
The Company has numerous ideas for new product lines and direct marketing
concepts. All of them involve direct marketing. Most employ the basic
strategy of leveraging the Company's existing customer database by offering
products and product lines which current customers should find appealing.
During 1998, the Company anticipates concentrating on absorbing the new
concepts discussed above.
Licensing and Service Marks
Federally registered service marks exist for each of the Company's primary
catalog titles. The Company anticipates that it will seek registered
service marks for other business concepts and catalog titles as it develops
them in the future.
The Company has developed certain artwork used in its labels and other
products. In addition, the Company has purchased or licensed rights to
certain artwork from third parties, generally for a period of at least five
years. Certain rights are also licensed on a royalty basis, including
PEANUTS(r), Boyds Collection Ltd.(r), Dreamsicles(r) and others. Management
anticipates the licenses and royalty arrangements may be renewed or
replaced, as appropriate, with minimal disruption to ongoing operations.
Materials and Inventory
The Company purchases its product inventory from numerous domestic
manufacturers and several importers and domestic representatives of foreign
manufacturers. Domestic sources supply essentially all of the Company's
gift and apparel merchandise. Purchase arrangements with suppliers are
generally for a specified product, price and quantity of product. While the
Company purchases its base paper stock for most of its personalized labels
from a few vendors, management believes alternative vendors are available,
if needed. The remainder of the product line and material used in the
production of the Company's catalogs are available from many different
sources.
Except for a few specialized items which are drop shipped directly from
suppliers, the Company maintains an inventory of products it sells. Based
on analysis of past catalog mailings, evaluation of probable customer buying
patterns and projections of sales levels for new products, the Company has
been able to plan its inventory needs without the necessity of committing
excessive amounts of working capital to inventory for substantial periods of
time. Historically, the Company has monitored and found satisfactory the
backorder levels produced by its inventory approach. During the fourth
quarter of 1997, gift and merchandise backorder levels rose to an
unsatisfactory level primarily as a result of a few vendors' inability to
meet Company product demand in a timely fashion. In the future, if the
Company's merchandise mix includes more gift and merchandise products, the
Company's investment in gift and merchandise inventory as a percentage of
sales will need to be increased above historic levels, particularly in the
holiday season.
The Company's gift and apparel inventory liquidation processes include
product exchange agreements with vendors, sale of outdated products through
its small retail outlets and discarding of some items.
The Company spends significant amounts on paper used in the production of
its catalogs and paper products. The cost of paper fluctuates. In the last
half of 1996 and early 1997, the cost of paper the Company used to produce
it catalogs was lower than in previous periods. Accordingly, the Company's
cost of doing business during these periods was lower. Paper costs
increased during the latter part of 1997. While the Company cannot predict
future paper cost increases, such increases would have an impact on the
Company's future earnings.
Order Fulfillment
Orders for the Company's merchandise are received by mail, telephone and
facsimile. All orders are received and processed at the Company's
headquarters in Longmont, Colorado. The Company's ability to timely fulfill
orders, especially during the busy pre-Christmas season, is important to the
Company's success. This ability depends, in part, on the availability of
part-time employees who have adequate training before the peak of the
holiday season and the efficiency of the Company's in-house telephone call
center. During 1997, approximately 40% of the Company's orders were
received by telephone with the remaining 60% of its orders received by mail
or facsimile.
The Company's order backlog was approximately $422,000 as of December 31,
1996, and $1,383,000 as of December 31, 1997. Orders represented by this
backlog have historically shipped within approximately ten days. During the
fourth quarter of 1997, order backlog increased primarily as a result of a
few vendors' inability to meet Company product demand in a timely fashion
and lack of capacity in certain fulfillment functions. The level of order
backlog fluctuates with seasonal sales patterns as discussed above.
The Company generally receives payment in advance from customers for sales
and shipping and handling. The Company's orders are shipped via United
States Postal Service (USPS) and other carriers. Priority or express
service is available for an extra charge.
Customer Service
The Company places great emphasis on customer service and has implemented a
return policy which attempts to guarantee customer satisfaction and to
encourage first time and repeat orders. The retail value of refunds and
merchandise replacements issued under the return policy in 1997 was
approximately 5.4% of net sales. If returned merchandise cannot be
restocked, it is returned to the manufacturer if defective, held for
disposal in inventory liquidation processes described above under "Materials
and Inventory" or discarded. Product and order problem inquiries are
directed to customer service personnel who are trained to resolve most
customer issues.
Seasonality
The Company's business is seasonal. Historically, a substantial portion of
the Company's revenues and net income have been realized during its third
and fourth fiscal quarters. The Company believes this is the general
pattern associated with the mail order and retail industries. Accordingly,
the Company increases inventory of both its paper products and its gift and
apparel merchandise during the Christmas holiday season to accommodate
anticipated increases in sales. Further discussion of the effect of
seasonality upon revenues and income is contained in "Management's
Discussion and Analysis of Financial Condition and Results of Operations."
Competition
Direct marketing is highly competitive. Thousands of companies offer
products via catalog, direct mail, newspaper inserts, television and other
media. The Company competes on the basis of the quality, diversity and
price of merchandise offered and customer service.
Management believes that, although many companies offer personalized labels,
note pads and note cards, there are only a few companies that offer a broad
variety of personalized labels comparable to that offered by the Company,
which the Company believes is a competitive advantage. The Company's other
merchandise product lines face greater competition in the marketplace than
the Company's paper products. A substantial number of competitors
distribute catalogs that contain portions of the merchandise contained in
the Company's catalogs. In addition, certain of the merchandise sold in the
Company's catalogs is available through retail stores and other sources.
Certain of the Company's current and potential competitors have
significantly greater development, order fulfillment, marketing and capital
resources and name recognition than the Company.
Employees
As of December 31, 1997, the Company had approximately 767 employees, 461 of
whom were part-time. Of the 306 full-time employees, 22 supported
information technology, 22 supported creative and marketing functions, 243
supported fulfillment operations and 19 supported other administrative
functions. The employees are not covered by collective bargaining
agreements. The Company considers its relationship with its employees to be
satisfactory.
Government Regulations
The Company must comply with Federal, state and local laws that affect its
business. In particular, the Company is subject to Federal Trade Commission
regulations governing the Company's advertising and trade practices. While
the Company believes it is currently in compliance with such regulations, in
the event of noncompliance, the Company may be subject to injunctive
proceedings, cease and desist orders, civil fines and other penalties.
The Company has historically collected and remitted sales and similar taxes
only in those states in which it operates a location. In recent years a
number of states have asserted that advertising by a corporation within
their borders provides sufficient nexus to require the collection and
remittance of such taxes. In a decision rendered on May 26, 1992, the
United States Supreme Court held that application of North Dakota's use tax
statute against an out-of-state mail order house with neither sales
representatives nor outlets in the state placed an unconstitutional burden
on interstate commerce. However, the Court also noted that Congress may be
better equipped to resolve the issue presented by the case. If Congress
should pass applicable legislation, it could have an impact on the future
operations of the Company. The actual impact would depend on the specifics
of any such legislation.
Some states also require residents of the state who purchase products by
mail order to remit to the state the state sales tax that would be collected
by the merchant if the product was sold from a location within the state.
To date, this type of legislation has not had a material impact on the
Company's business.
Financial Information About Foreign and Domestic Operations and Export Sales
The Company's identifiable assets are attributable entirely to the Company's
domestic operations. The Company has no foreign operations, but does
advertise in Canada. Export sales to Canada accounted for approximately
$1,037,000, $948,000 and $1,014,000 of the Company's sales in 1995, 1996 and
1997, respectively. Export sales excluding Canada are insignificant.
ITEM 2. PROPERTIES
Real Property
The Company's corporate headquarters, administrative offices and operations
are located in Longmont, Colorado, approximately 40 miles from downtown
Denver. The Company believes that the facilities it occupies are well
maintained and in excellent operating condition. The Company purchased
approximately 139 acres of undeveloped land in January 1997 and developed
and constructed the current headquarters on approximately 11 acres of the
site. Some of the remaining land will be held for expansion, and the
Company will attempt to sell most of the balance of the acreage to other
parties. In late August 1997, the Company moved essentially all of its
operations to the new facility. Resumption of certain of the Company's
operations, including fulfillment and manufacturing operations, took longer
than anticipated. However, the speed and efficiency of fulfillment,
manufacturing and shipping operations has increased significantly since the
move.
The following table sets forth the primary real property which the Company
owns and leases.
Location Function Lease Expiration 1998 Rent Square Feet
Longmont, CO Headquarters Owned Owned 117,000
Longmont, CO Retail Outlet Month-to-month $2,628 1,700
Cheyenne, WY Retail Outlet 10/31/99 $11,000 1,100
Fulfillment Hardware and Software
All of the Company's order fulfillment hardware is located at its
headquarters facility. The primary computer hardware is manufactured by Sun
Microsystems, Inc., Xerox Corporation and Data General Corporation. At
the time of the move to the new facility in 1997, certain changes and
additions to order fulfillment hardware were made. The Company believes
these changes and minor modifications and additions should accommodate the
Company's near-term growth strategy.
Historically, the Company has used various licensed computer software
packages to perform order fulfillment, inventory control and related
functions. The Company currently uses an internally developed order
processing system developed using Oracle as the primary software platform.
Company personnel are working on further improvements to the software. The
Company anticipates that the current software with minor additions and
modifications should accommodate the Company's near-term growth strategy.
ITEM 3. LEGAL PROCEEDINGS
The Company is not involved in any litigation which management believes is
material.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
EXECUTIVE OFFICERS OF THE REGISTRANT
The following information concerning the executive officers of the Company
is included in this report pursuant to General Instruction G (3) of Form
10-K. No person other than those identified below has been chosen to become
an executive officer of the Company. The executive officers serve at the
pleasure of the Board of Directors. No family relationships exist among the
executive officers of the Company.
Phillip A. Wiland, 51, Chief Executive Officer and Chairman of the Board of
Directors since December 18, 1992. Mr. Wiland was President of the Company
from the Spin-Off from Wiland Services, Inc. on September 30, 1992 until
December 18, 1992. Mr. Wiland was President and Chief Executive Officer of
Wiland Services, Inc. from 1971 to September 30, 1992.
J. Michael Wolfe, 39, President and Chief Operating Officer of the Company
since December 18, 1992. Mr. Wolfe was Vice President of the Company from
the Spin-Off from Wiland Services, Inc. on September 30, 1992 until December
18, 1992. Mr. Wolfe was Vice President, Consumer Products of Wiland
Services, Inc. and served in that position from 1989 until the Spin-Off from
Wiland Services, Inc. on September 30, 1992. Mr. Wolfe served as Vice
President, Product Marketing with Wiland Services, Inc. from 1987 to 1989.
H. Franklin Marcus, Jr., 52, Secretary-Treasurer and Chief Financial Officer
of the Company since the Spin-Off from Wiland Services, Inc. on September
30, 1992. Mr. Marcus served as Secretary-Treasurer and Chief Financial
Officer of Wiland Services, Inc. from 1978 and from 1989, respectively,
until the Spin-Off from Wiland Services, Inc. on September 30, 1992.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER
MATTERS
Market and Price Information
The Company's common stock, par value $.10 (the "Common Stock"), is
currently traded on the NASDAQ National Market under the symbol CDIR. The
quarterly high and low bid quotations, as reported by the National
Association of Securities Dealers, Inc. for each full quarterly period
available for reporting by the Company for 1996 and 1997 are set forth
below.
Quarter and Year High Low
Calendar 1996
1st Quarter 10 1/4 6 3/8
2nd Quarter 10 1/4 9
3rd Quarter 9 1/2 8
4th Quarter 9 1/4 8 1/2
Calendar 1997
1st Quarter 17 1/2 9 1/4
2nd Quarter 22 3/4 17
3rd Quarter 21 5/8 13 1/4
4th Quarter 23 1/4 16 1/2
The foregoing quotations of high and low bid prices represent prices between
dealers and do not include retail mark-up, mark-down or commissions. They
do not necessarily represent actual transactions. The highest bid on each
day is reported. These prices reflect a two-for-one stock split paid on
March 31, 1997 to shareholders of record on March 14, 1997.
Number of Shareholders
As of February 25, 1998, there were approximately 835 registered and
beneficial record holders of the Common Stock, according to the Company's
Stock transfer agent and registrar.
Dividends
Except for the distribution of proceeds from the disposal of the Company's
Direct Marketing Services division in 1992, the Company has never paid cash
dividends on the Common Stock. The Company intends to retain earnings for
use in its business and therefore does not anticipate paying any cash
dividends in the foreseeable future. Payment of dividends is within the
discretion of the Company's Board of Directors, which will periodically
review the Company's dividend policy, considering the Company's earnings,
capital requirements, and financial condition, among other factors.
ITEM 6. SELECTED FINANCIAL DATA
December 31,
1997 1996 1995 1994 1993
(amounts in thousands except per share data)
INCOME STATEMENT DATA
Net sales $78,489 $51,126 $42,147 $20,724 $15,936
Operating income (loss) 2,075 2,562 638 1,403 (2,543)
Income (loss) before income taxes 2,490 2,808 937 1,490 (2,509)
Net income (loss) 1,615 1,937 843 1,490 (2,252)
Basic earnings (loss) per share $0.36 $0.46 $0.20 0.35 $(0.56)
Diluted earnings (loss) per share $0.33 $0.44 $0.19 0.35 $(0.56)
Weighted average common shares 4,528 4,233 4,211 4,155 3,999
Weighted average common shares and
dilutive stock options 4,828 4,439 4,398 4,305 3,999
BALANCE SHEET DATA
Current assets $28,223 $13,443 $8,722 $7,174 $4,174
Current liabilities 15,079 7,518 4,833 3,963 2,212
Total assets 40,378 14,487 9,924 8,294 5,047
Long-term liabilities 6,486 0 67 160 155
Stockholders' equity 18,813 6,969 5,024 4,172 2,681
Earnings per share data and weighted average common shares and common share
equivalents outstanding have been restated to reflect the 1994 and 1997
two-shares-for-one-share stock splits.
The earnings per share amounts prior to 1997 have been restated as required
to comply with Statement of Financial Accounting Standards No. 128, Earnings
Per Share. For further discussion of earnings per share and the impact of
Statement No. 128, see the notes to the financial statements.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
The Company's net sales increased $27.4 million, or 54%, to $78.5 million
for 1997 from $51.1 million in 1996 and increased $9.0 million, or 21%, in
1996 from $42.1 million in 1995. The increases in sales resulted primarily
from the distribution of a greater number of catalogs and other advertising
media, increased page count of the catalogs and a greater number of products
offered. Personalized paper product sales increased by approximately $7.8
million, or 25%, to $39.3 million in 1997 from $31.5 million in 1996 and
increased $2.9 million, or 10% in 1996, from $28.6 million in 1995.
Personalized paper products sales decreased as a percentage of total sales
from 65% in 1995 to 59% in 1996 to 48% in 1997. These decreases occurred
primarily because of a pattern of advertising and sales of a greater number
of gift and merchandise items as a percentage of total product advertised.
Cost of product and delivery as a percentage of sales was 53% in 1997, as
compared to 52% in 1996 and 53% in 1995. Gross profit increased by $12.3
million, or 51%, to $36.6 million in 1997 from $24.3 million in 1996 and
increased $4.4 million, or 22%, in 1996 from $19.9 million in 1995. Gross
profit as a percentage of net sales was 47% in 1997, 48% in 1996 and 47% in
1995. The decrease in gross profit in 1997 resulted primarily from
increased sales of gift and merchandise items which generally have higher
product costs as a percentage of sales than personalized paper products. The
increase in gross profit as a percentage of sales in 1996 occurred primarily
because of improved efficiencies of operations, increased sales of paper
products which generally have substantially higher margins than gift and
other merchandise and higher sales over which to spread fixed costs. In
1997, 1996 and 1995, personalized paper product costs were less than 15% of
sales price compared to other gift and merchandise products whose costs were
in excess of 30% of sales price.
Selling, general and administrative expenses increased $12.8 million, or
59%, to $34.5 million in 1997 from $21.7 million in 1996 and increased $2.5
million, or 13%, in 1996 from $19.2 million in 1995. Selling, general and
administrative costs as a percentage of sales were 44% in 1997, 43% in 1996
and 46% in 1995. The increase in 1997 primarily related to increased paper
costs in the last quarter of the fiscal year and a higher level of prospect
marketing in 1997 as compared to 1996. Such prospect marketing generally
has higher marketing costs as a percentage of sales than customer marketing.
The decrease in 1996 primarily resulted from improved response rates to
Company advertising, lower paper costs during the last few months of the
year and increased sales over which to absorb relatively stable fixed costs.
Operating income decreased by $487,000 to $2,075,000 in 1997 from $2,562,000
in 1996. Operating income increased by $1,924,000 to $2,562,000 in 1996 from
$638,000 in 1995. Operating income decreased as a percentage of sales to
2.6% in 1997 from 5.0% in 1996, operating income in 1995 was 1.5% as a
percentage of sales. Other income, consisting primarily of interest income,
vendor payment discounts and interest expense, was $415,000 for 1997,
$246,000 for 1996 and $298,000 for 1995.
Income tax expense was $875,000 in 1997, $871,000 in 1996 and $94,000 in
1995. The income tax rate in 1997 was approximately 35% which was lower
than the statutory Federal and state tax rates, because of the availability
of certain state income tax credits. The income tax rate in 1996 was
approximately 31% which was lower than the statutory rate, because of the
availability of research and development credits. The income tax rate in
1995 was approximately 10% which was lower than the statutory rate, due to
the availability for book purposes of valuation allowances for deferred tax
assets, all of which were utilized in 1995. If the Company continues to be
profitable in 1998, management anticipates the income tax rate will be
approximately 35%.
The Company's net income decreased by $322,000 to $1,615,000 in 1997 from
$1,937,000 in 1996. Net income in 1996 increased by $1,094,000 to
$1,937,000 from $843,000 in 1995. Diluted earnings per share were $.33 for
1997, $.44 for 1996 and $.19 for 1995.
Company sales have certain seasonal fluctuations that primarily relate to
the purchasing patterns of individual consumers and increased levels of
advertising. These patterns tend to concentrate sales in the latter half of
the year, particularly during the Christmas season. In 1997, 1996 and 1995,
approximately 42%, 41% and 39%, respectively, of sales occurred in the last
three months of the year. The net earnings of any interim quarter are
usually seasonally disproportionate to net sales since administrative and
certain operating expenses remain relatively constant during the year.
During the last three years, prices for the Company's products have not
increased significantly.
On February 25, 1997, the Board of Directors authorized the issuance of a
2-for-1 stock split to be effected in the form of a 100% stock dividend
payable March 31, 1997, for stockholders of record on March 14, 1997.
Historical per share data has been adjusted to reflect the effect of this
stock split.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents increased by $7,349,000 in 1997, increased by
$3,100,000 in 1996 and decreased by $13,000 in 1995. Activity in several
significant areas had the greatest impact on cash and cash equivalents as
described below.
Increased advertising over 1996 levels, the forward buying of approximately
$1.7 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 fourth quarter of 1997 and very early in January 1998 were the
primary factors in the increase of deferred advertising by $3,797,000 in
1997. The increase in deferred advertising costs of $1,612,000 in 1996
primarily related to incurring costs for significant portions of January
1997 catalogs in 1996 and increased catalog circulation in January 1997 as
compared to the same period in 1996. The increase in deferred advertising
costs of $58,000 in 1995 primarily related to the distribution of January
1996 catalogs in early January as compared to distribution of January 1995
catalogs in late December of 1994. If the January 1996 catalogs had been
distributed in December 1995, management believes deferred advertising costs
and accounts payable in 1995 would have increased by approximately
$1,000,000. The increases of inventories of $2,552,000 and $1,640,000 in
1997 and 1995, respectively, related primarily to increased sales. The
increase in accounts payable of $4,514,000 in 1997 and $2,216,000 in 1996
primarily relates to the incurring of significant advertising costs for
January mailings of the subsequent year and timing of payments for
inventory. During the fourth quarter of 1997, the increase in customer
liabilities (primarily unshipped customer orders and a reserve for future
customer warranty costs and product returns) of $953,000 related primarily
to an increase in customer order backlog caused by inventory backorder and a
lack of capacity in certain fulfillment functions. The large increase in
sales in the fourth quarter of 1995 was the primary reason for the $480,000
increase in customer liabilities in 1995. Net income of $1,164,000,
$1,937,000 and $843,000 in 1997, 1996 and 1995, respectively, contributed
significantly to increased cash in these years .
Significant items of investment of cash during the periods were purchases of
property and equipment of $11,653,000, $377,000 and $550,000 in 1997, 1996
and 1995, respectively, and the use of $500,000 to collateralize a letter of
credit during 1997. The 1997 purchases of property and equipment related
primarily 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 purchases during 1996 and 1995 related primarily to computer
equipment, order fulfillment equipment and furniture to accommodate the
sales growth and expansion of the Company's computer systems. The letter of
credit related to certain obligations generally expected to be resolved
within one year, in connection with improvements to the building site.
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.
During 1997, the Company closed on credit facilities with Bank One,
Colorado, N.A. ("Bank One") for long-term financing on its new facility
and a land development loan for the portion of property held for expansion
or sale. The Company has facility mortgages of $4,480,000 bearing interest
at a rate of 5.86%, plus approximately 1% in bank fees and $1,500,000 with
interest at 7.875%. The land development loan is $1,300,000 with a variable
interest rate equal to Bank One's prime rate plus 1.5% (10.0% at December
31, 1997). In 1998, the company anticipates borrowing the remainder of the
land development loan, approximately $178,000. The company also has
available through Bank One 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 expire in April 1998, at
which time the company anticipates being able to renew the arrangements.
The $6,996,000 increase in debt during 1997 represents draws on these credit
facilities. At December 31, 1997, the Company was in compliance with all
the debt covenants of the credit facilities.
The Company had $13,774,000 of cash and cash equivalents at December 31,
1997. Management believes that results of operations, continued operational
planning review procedures, current cash balances, line of credit
availability, 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.
YEAR 2000 ISSUE
The Company is taking actions to understand the nature and extent of the
work to make its systems and infrastructure Year 2000 compliant. The bulk
of the Year 2000 issues relate to applications supplied by third parties and
the Company has either received written assurances of compliance or verbal
assurances that patches will be available to bring the systems into
compliance. However, there can be no assurance that the systems of these
other companies will be converted in a timely manner or that any such
failure to convert by another company would not have an adverse effect on
the Company's systems. The Company believes that the Year 2000 compliance
issue is being addressed properly by the Company to prevent any material
adverse operational or financial impacts. However, if such enhancements are
not completed timely, the Year 2000 issue may have a material adverse impact
on the operations of the Company. The Company plans to be fully compliant
by the end of fiscal 1998 and estimates that Company costs of such
compliance will be immaterial.
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 about their companies without fear of litigation. Company
statements that are not historical facts, including statements about
management's expectations, beliefs, plans and objectives for fiscal year
1998 and beyond, are forward looking statements (as such term is 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, the cost of paper or printing costs;
* 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;
* continued access to adequate rental or exchanged lists;
* 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;
* lack of availability/access to capital;
* lack of availability/access to reliable sources of supply for
appropriate inventory;
* continued employment of certain key employees;
* 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 related to testing and rollout of new
catalogs and those catalogs still in the test stage of development.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following financial statements of Concepts Direct, Inc. are set forth
below:
Report of Independent Auditors on the financial statements and schedules
of Concepts Direct, Inc. for the years ended December 31, as set forth
below.
Balance Sheets as of December 31, 1997 and 1996
Income Statements for the years ended December 31, 1997, 1996 and 1995
Statements of Stockholders' Equity for the years ended December 31, 1997,
1996 and 1995
Statements of Cash flows for the years ended December 31, 1997, 1996 and
1995
Notes to Financial Statements - December 31, 1997
The financial statement schedules of Concepts Direct, Inc. are set forth
below:
Schedule II - Valuation and Qualifying Accounts
All other schedules for which provision is made in the applicable accounting
regulation of the Securities and Exchange Commission are not required under
the related instructions or are inapplicable, and therefore have been
omitted.
Report of Independent Auditors
Stockholders and Board of Directors
Concepts Direct, Inc.
We have audited the accompanying balance sheets of Concepts Direct, Inc. as
of December 31, 1997 and 1996, and the related statements of income,
stockholders' equity, and cash flows for each of the three years in the
period ended December 31, 1997. Our audits also included the financial
statement schedule II. These financial statements and schedule are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements and schedule based on our
audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Concepts Direct, Inc. at
December 31, 1997 and 1996, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 1997, in
conformity with generally accepted accounting principles. Also, in our
opinion, the related financial statement schedule, when considered in
relation to the basic financial statements taken as a whole, presents fairly
in all material respects the information set forth therein.
/s/ ERNST & YOUNG LLP
Denver, Colorado
February 19, 1998
CONCEPTS DIRECT, INC.
BALANCE SHEETS
December 31, December 31,
1997 1996
ASSETS
Current assets
Cash and cash equivalents $13,773,815 $6,425,137
Restricted cash 128,403 0
Accounts receivable, less allowances 259,219 165,833
Deferred advertising costs 7,616,138 3,818,827
Inventories, less allowances 5,167,729 2,783,999
Income taxes recoverable 373,000 0
Prepaid expenses and other 904,281 248,920
Total current assets 28,222,585 13,442,716
Property and equipment, net 11,860,954 792,199
Other assets 294,263 252,068
TOTAL ASSETS $40,377,802 $14,486,983
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable $9,837,028 $5,323,278
Current maturities of debt and lease
obligations 594,971 59,457
Accrued employee compensation 1,101,972 584,868
Customer liabilities 1,715,775 762,491
Interest payable 20,980 0
Current and deferred income taxes
payable 1,808,056 787,643
Total current liabilities 15,078,782 7,517,737
Debt obligations 6,486,384 0
Commitments and contingencies
Common stock, $.10 par value, authorized
6,000,000 shares, issued and outstanding
4,957,286 and 2,121,108 (pre-split) in
1997 and 1996, respectively 495,729 212,111
Additional paid-in capital 14,319,338 4,374,455
Retained earnings 3,997,569 2,382,680
Total stockholders' equity 18,812,636 6,969,246
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $40,377,802 $14,486,983
See notes to financial statements.
CONCEPTS DIRECT, INC.
INCOME STATEMENTS
Year Ended December 31,
1997 1996 1995
Net sales $78,488,903 $51,125,844 $42,146,997
Operating costs and expenses
Cost of product and delivery 41,899,656 26,833,956 22,286,173
Selling, general and administrative 34,513,972 21,729,621 19,222,425
Total operating costs and expenses 76,413,628 48,563,577 41,508,598
Operating income 2,075,275 2,562,267 638,399
Other income, net 414,614 245,936 298,266
Income before income taxes 2,489,889 2,808,203 936,665
Provision for income taxes 875,000 871,000 94,000
Net income $1,614,889 $1,937,203 $842,665
Basic earnings per share $0.36 $0.46 $0.20
Diluted earnings per share $0.33 $0.44 $0.19
Weighted average number of common
shares 4,528,486 4,233,177 4,210,937
Weighted average number of common
shares and dilutive stock options 4,827,561 4,438,564 4,398,436
See notes to financial statements.
CONCEPTS DIRECT, INC.
STATEMENTS OF STOCKHOLDERS' EQUITY
Number of Total
shares of Additional Retained Stock-
Common Common Paid-In Earnings holders'
Stock Stock Capital (Deficit) Equity
Balance at December 31,
1994 2,110,774 $211,077 $4,357,757 $(397,188) $4,171,646
Net income 0 0 0 842,665 842,665
Exercise of stock options 5,667 567 8,876 0 9,443
Balance at December 31,
1995 2,116,441 211,64 4,366,63 445,477 5,023,754
Net income 0 0 0 1,937,203 1,937,203
Exercise of stock options 4,667 467 7,822 0 8,289
Balance at December 31,
1996 2,121,108 212,111 4,374,455 2,382,680 6,969,246
Net income 0 0 0 1,614,889 1,614,889
Stock split 2,125,441 212,544 (212,544) 0 0
Exercise of stock options 14,333 1,433 14,394 0 15,827
Sale of common stock 696,404 69,641 10,143,033 0 10,212,674
Balance at December 31,
1997 4,957,286 $495,729 $14,319,338 $3,997,569 $18,812,636
See notes to financial statements.
CONCEPTS DIRECT, INC.
STATEMENTS OF CASH FLOWS
Year Ended December 31,
1997 1996 1995
OPERATING ACTIVITIES
Net income $1,614,889 $1,937,203 $842,665
Adjustments to reconcile net income to net
cash provided by operating activities:
Provision for (recovery of) losses on
accounts receivable 16,000 23,000 (3,130)
Provision for losses in inventory values 168,506 41,721 32,602
Depreciation 597,089 520,698 507,689
Increase in current and deferred income
taxes payable 1,020,413 696,718 90,925
Loss (gain) on disposals of property and
equipment (410) 59,013 0
Changes in operating assets and
liabilities:
Accounts receivable (109,386) (80,731) 119,339
Deferred advertising costs (3,797,311 (1,611,583) (57,560)
Inventories (2,552,236) (26,842)(1,639,514)
Income taxes recoverable (373,000) 0 0
Prepaid expenses and other (655,361) 34,334 (13,681)
Accounts payable 4,513,750 2,216,104 94,078
Accrued employee compensation 517,104 (54,075) 191,755
Customer liabilities 953,284 (145,773) 480,173
Interest payable 126,973 0 0
NET CASH PROVIDED BY OPERATING ACTIVITIES 2,040,304 3,609,787 645,341
INVESTING ACTIVITIES
Cash restricted as collateral (500,000) 0 0
Release of cash restricted as collateral 371,597 0 0
Purchases of property and equipment (11,652,622) (377,426) (550,328)
Sales of property, equipment and investments 410 260 0
Other investing activities, net (55,417) (45,300) (38,135)
NET CASH USED IN INVESTING ACTIVITIES (11,836,032) (422,466) (588,463)
FINANCING ACTIVITIES
Principal payment of debt and lease
obligations (79,947) (95,311) (79,498)
Issuance of debt obligations 6,995,852 0 0
Sale of common stock 10,212,674 0 0
Exercise of common stock options 15,827 8,289 9,443
NET CASH PROVIDED BY (USED IN) FINANCING
ACTIVITIES 17,144,406 (87,022) (70,055)
INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS 7,348,678 3,100,299 (13,177)
Cash and cash equivalents at beginning
of year 6,425,137 3,324,838 3,338,015
Cash and cash equivalents at end of year $13,773,815 $6,425,137 $3,324,838
See notes to financial statements.
NOTE 1. Significant Accounting Policies
Organization: Concepts Direct, Inc. markets various products directly to
individual consumers, including a line of personalized labels, gift items,
home decorative items and other merchandise under various catalog titles.
The Company's corporate and operations facilities are located in Longmont,
Colorado. The Company sells its products nationwide and in Canada.
Use of Estimates: The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from these
estimates.
Revenue Recognition: Revenues from the sale of products are recognized when
products are shipped to customers.
The Company's sales are attributable entirely to United States operations.
Export sales to Canada were approximately 1.3%, 1.9% and 2.4% of total sales
in 1997, 1996, 1995, respectively. Export sales, excluding Canada, were less
than 1%.
Cash Equivalents: The Company considers all highly liquid investments,
including marketable securities, with a maturity of three months or less
when purchased to be cash equivalents.
Marketable securities are carried at cost which approximates market value
and consisted of the following at December 31:
1997 1996
U.S. Government and U.S.
Government Backed Obligations $4,949,100 $4,555,206
Commercial Certificates of Deposit 0 360,000
Total Marketable Securities $4,949,100 $4,915,206
Deferred Advertising Costs: These costs primarily relate to printing and
distribution of advertising materials. Such costs are deferred for financial
reporting purposes until the advertising materials are distributed, then
amortized over succeeding periods (not to exceed twelve months) on the basis
of estimated sales. Amortization is accelerated in the earlier months of the
amortization period. Historical sales statistics are the principal factor
used in estimating the amortization rate. Other advertising and promotional
costs are expensed as incurred. Advertising costs were $30,202,000,
$18,373,000 and $16,477,000 in 1997, 1996 and 1995, respectively.
Inventories: Inventories of products, net of valuation allowances of
$394,000 and $400,000 at December 31, 1997 and 1996, respectively, are
stated at the lower of cost (first-in, first-out method) or market.
Property and Equipment: Such assets are stated on the basis of cost.
Buildings and purchased and leased computer software is depreciated using
the straight-line method. All other property and equipment is depreciated
using accelerated methods. Interest capitalized during the 1997 construction
of the Company's new facility was $6,000.
Warranties: The Company's sales of products are subject to a satisfaction
guarantee. Certain sales of products are also under warranty against
defects in material and workmanship for various periods. The Company
accrues for anticipated future warranty costs and product returns with
periodic adjustments to reflect actual experience.
Income Taxes: Deferred income taxes are based on the liability method as
prescribed by Statement of Financial Accounting Standards No. 109 which
requires an adjustment to the deferred tax liability to reflect income tax
rates currently in effect rather than historical rates. When income tax
rates increase or decrease, a corresponding adjustment to income tax expense
is recorded by applying the rate change to the cumulative temporary
differences.
Earnings Per Share: In 1997, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 128, "Earnings Per
Share" (Statement No. 128). Statement no. 128 replaced the calculation of
primary and fully diluted earnings per share with basic and diluted earnings
per share. Unlike primary earnings per share, basic earnings per share
excludes any dilutive effects of options. Diluted earnings per share is
very similar to the previously reported fully diluted earnings per share.
All earnings per share amounts for all periods have been presented, and
where appropriate, restated to conform to the Statement No. 128
requirements.
Dividend Policy: At the present time, the Company intends to retain
earnings to provide funds for operations and expansion of the Company's
business. Thus, it does not foresee paying cash dividends in the future.
Barter Transactions: The Company regularly exchanges customer names with
other direct marketers, on a name for name basis, with no payment made or
received. Such exchanges are not reflected in the Company's financial
statements.
Comprehensive Income: In 1997, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 130, "Reporting
Comprehensive Income." The Company has reviewed the reporting requirements
of the statement, and determined that no disclosures are necessary.
Segment Reporting: In 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 131, "Disclosures About
Segments of an Enterprise and Related Information." 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 1998.
NOTE 2. Statements of Cash Flows
Following is supplemental information to the statements of cash flows:
Year Ended December 31,
1997 1996 1995
Non-cash investing and financing activities:
Debt refinanced $3,842,427 $0 $0
Interest financed as debt 105,993 0 0
Cash - flow data:
Cash paid during the year for:
Interest $60,486 $12,801 $19,197
Income taxes 227,587 174,282 3,075
NOTE 3. Property and Equipment
Following is a summary of property and equipment at:
Principal
December 31, Estimated
1997 1996 Useful Lives
Data processing equipment $1,539,708 $1,071,792 3-5 years
Purchased and leased computer software 547,812 389,269 5 years
Furniture and equipment 1,869,800 761,350 3-5 years
Building 7,168,860 0 30 years
Leasehold improvements 6,933 368,233 5 years
Land used in operations 1,110,915 0 N/A
Land held for sale or expansion 1,820,614 0 N/A
Deposits on land and building 0 182,676 N/A
14,064,642 2,773,320
Less accumulated depreciation (2,203,688)(1,981,121)
$11,860,954 $792,199
In January, 1997, the Company purchased approximately 139 acres of
undeveloped land in Longmont, Colorado. The Company used approximately
eleven acres of this land for a new facility and intends to hold the
remaining land for sale or expansion.
NOTE 4. Letter of Credit
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 Company's land. The letter of credit is collateralized
by restricted cash held on deposit in an interest bearing account at the
issuing bank. As of December 31, 1997, $128,403 remained unresolved. The
balance of the letter of credit has been released.
NOTE 5. Lines of Credit and Debt and Lease Obligations
Debt and lease obligations consist of the following at December 31:
1997 1996
Mortgage loan payable to bank, principal and
interest payable monthly, with balance
due in 2005 at approximately 7%. $4,480,000 $0
Mortgage loan payable to bank, principal and
interest payable monthly through 2002, with
interest at 7.875%. 1,479,510 0
Note payable to bank, principal and interest
payable monthly, balance due in 2000 with
interest at prime plus 1.5% (10% at December
31,1997). 1,121,845 0-
6.75 % capital lease obligation due in 1997 0 32,251
15.75% capital lease obligation due in 1997 0 27,206
Total debt and lease obligations $7,081,355 $59,457
Less current maturities 594,971 59,457
Long-term debt obligations $6,486,384 $0
The estimated aggregate debt maturities as of December 31, 1997 are:
1998 $594,971
1999 705,173
2000 1,082,718
2001 521,955
2002 534,538
Thereafter 3,642,000
Long-term debt obligations $7,081,355
The carrying amounts of the mortgages and note payable borrowings
approximate their fair market value as all borrowings have interest rates
which approximate the current market rates for such borrowings.
In May, 1997, the Company entered into a $3,700,000 credit facility with a
bank, bearing interest at a variable rate equal to the bank's prime rate.
$700,000 of the credit facility was available to finance furniture and
equipment purchases, if needed. No borrowing were made under the $700,000
credit facility, which was cancelled in November, 1997 in connection with
the Company's permanent mortgage financing of its new facility.
$1,000,000 of the credit facility is available as a revolving line of credit
to finance the purchase of paper to be used in future catalog mailings. No
borrowings have been made under the line of credit.
$2,000,000 of the credit facility was available for general working capital
purposes, at management's discretion, in the form of a revolving line "of
credit. No borrowings have been made under the line of credit, which was
reduced to $1,000,000 in November, 1997 in connection with" the Company's
permanent mortgage financing of its new facility.
The remaining $2,000,000 of the credit facility expires in April, 1998, at
which time the Company anticipates being able to renew the arrangements.
All debt obligations and available lines of credit outstanding as of
December 31, 1997 are secured by the Company's cash, inventories, accounts
"receivable, and property and equipment. The Company must comply with
certain financial and performance covenants, including a minimum" "current
ratio, a minimum tangible net worth, a maximum total debt to equity ratio
and a minimum debt service coverage ratio. The Company" must also maintain
it primary deposit accounts with the bank.
NOTE 6. Operating Lease Obligations
Future minimum lease payments for all non-cancelable operating leases are
as follows at December 31, 1997:
1998 $921,000
1999 909,000
2000 747,000
2001 454,000
2002 70,000
Thereafter 0
Total future minimum lease payments $3,101,000
The Company leases various equipment used in operations under agreements
which expire at various dates through December 2001, excluding various
renewal options available, some of which are subject to annual adjustments
for cost escalation. Total rental expense for all continuing operations
operating leases amounted to $1,327,000, $1,269,000 and $1,072,000 for the
years ended December 31, 1997, 1996 and 1995, respectively.
NOTE 7. Other Income, Net
Following is a summary of the Company's other income (deductions):
Year Ended December 31,
1997 1996 1995
Interest income $343,550 $161,430 $144,718
Interest expense (181,538) (12,801) (19,197)
Vendor payment discounts 244,791 121,149 134,771
Other, net 7,811 (23,842) 37,974
$414,614 $245,936 $298,266
NOTE 8. Income Taxes
The differences between federal statutory income tax rates and the Company's
effective tax rates are as follows:
Year Ended December 31,
1997 1996 1995
Federal tax expense at statutory rate $847,000 $955,000 $318,000
Effect of permanent differences 3,000 3,000 3,000
State income tax less federal tax benefits 5,000 17,000 7,000
Research and experimentation tax credits 0 (104,000) 0
Revision of prior year estimates 20,000 0 0
Valuation allowance for deferred tax assets 0 0 (234,000)
$875,000 $871,000 $94,000
The income tax expense consists of the following:
Year Ended December 31,
1997 1997 1996 1996 1995 1995
Current Deferred Current Deferred Current Deferred
Federal $(202,000) $1,069,000 $141,000 $702,000 $54,000 $37,000
State 30,000 (22,000) 7,000 21,000 2,000 1,000
$(172,000) $1,047,000 $148,000 $723,000 $56,000 $38,000
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes. Significant
components of the Company's deferred tax liabilities and assets consist of
the following:
December 31,
1997 1996 1995
Deferred tax liabilities:
Deferred advertising costs $(2,589,000) $(1,337,000)$(773,000)
Deferred tax assets:
Allowance for doubtful accounts 19,000 14,000 6,000
Inventory differences 308,000 236,000 376,000
Property and equipment 92,000 160,000 142,000
Other nondeductible accruals 206,000 166,000 211,000
Net operating loss carryforwards 156,000 0 0
Deferred tax assets 781,000 576,000 735,000
Net deferred tax liabilities $(1,808,000) $(761,000) $(38,000)
At December 31, 1997, the Company has net operating loss carryforwards of
approximately $450,000 available for income tax purposes, which expire in
2012.
NOTE 9. Stockholders' Equity
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 $10,213,000 net proceeds, after deducting its
pro-rata percentage of the costs of the offering. The Company's pro-rata
costs of the offering were $929,790.
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, December 31, 1997
balances reflect the split with an increase in common stock and a reduction
in additional paid-in capital of $212,544. Stock option, share and per
share data have been retroactively adjusted to reflect the split, except
where noted as pre-split.
Under the terms of the Concepts Direct, Inc. 1992 Employee Stock Option
Plan, certain key employees were granted options to purchase shares of
common stock of the Company at an option price equal to fair market value on
the date of the grant. Options granted are exercisable in annual increments
of 25% commencing four years following the date of grant and expire ten
years following the date of grant. The 1992 Employee Stock Option Plan also
provides for the issuance of incentive stock to key employees. There were
270,000 and 278,000 shares of common stock authorized and reserved for
issuance under the plan as of December 31, 1997 and 1996, respectively. "
Under the terms of the Concepts Direct, Inc. 1992 Non-Employee Directors
Stock Option Plan, the outside directors were granted options to purchase
shares of common stock of the Company at an option price equal to fair
market value on the date of grant. Options are exercisable in annual
increments of 33.3% commencing one year following the date of grant and
expire five years following the date of the grant. There were 50,666 and
61,332 shares of common stock authorized and reserved for issuance under the
plan as of December 31, 1997 and 1996, respectively.
The Company has elected to follow Accounting Principles Board Opinion No.
25, "Accounting for Stock Issued to Employees" (APB 25) and related
Interpretations in accounting for its stock options because, as discussed
below, the alternative fair value accounting provided for by Statement of
Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" (Statement No. 123), requires use of option valuation models
that were not developed for use in valuing the stock options. Under APB 25,
because the exercise price of the Company's stock options equals the market
price of the underlying stock on the date of grant, no compensation expense
is recognized.
Pro forma information regarding net income and earnings per share is
required by Statement No. 123, and has been determined as if the Company had
accounted for its stock options under the fair value method of that
Statement. The fair value for these options was estimated at the date of
grant using a Black-Scholes option pricing model with the following weighted
average assumptions: 1997 1996 1995
Risk-free interest rate 5.5% 5.5% 5.5%
Dividend yields 0.0% 0.0% 0.0%
Volatility factors of the expected market
price of the Company's common stock 0.573 0.587 0.587
Weighted-average expected life of the
employee stock options 5.5 years 5.5 years 5.5 years
Weighted-average expected life of the
non-employee stock options 2 years 2 years 2 years
The weighted-average fair value of options granted were as follows:
1997 1996 1995
1992 Employee Plan $12.72 $5.25 $2.17
1992 Non-Employee Plan $0 $3.40 $0
The Black-Scholes option valuation model was developed for use in estimating
the fair value of traded options which have no vesting restrictions and are
fully transferable. In addition, option valuation models require the input
of highly subjective tions- tions including the expected stock price
volatility. Because the Company's stock options have characteristics
significantly different from those of traded options, and because changes in
the subjective input assumptions can materially affect the fair value
estimate, in management's opinion, the existing models do not necessarily
provide a reliable single measure of the fair value of its stock options.
For purposes of pro forma disclosures, the estimated fair value of the
options is amortized to expense over the options' vesting periods. The
Company's pro forma information follows: 1997 1996 1995
Pro forma net income $1,520,263 $1,911,760 $828,269
Pro forma basic earnings per share $0.34 $0.45 $0.20
Pro forma diluted earnings per share $0.31 $0.43 $0.19
Because Statement No. 123 is applicable only to options granted subsequent
to December 31, 1994, its pro forma effect will not be fully reflected until
2001.
A summary of the Company's stock option activity, and related information
follows:
1992 Employee Plan 1992 Non-Employee Plan
Weighted Weighted
Number Average Number Average
of Exercise of Exercise
Shares Price Shares Price
Outstanding at December 31, 1994 176,000 $0.88 40,000 $1.45
Granted at market price 49,000 $3.77 0 $0
Exercised 0 $0 (11,334) $0.83
Outstanding at December 31, 1995 225,000 $1.51 28,666 $1.69
Granted at market price 25,000 $9.13 16,000 $9.75
Exercised (2,000) $0.58 (7,334) $0.97
Canceled (8,000) $0.88 0 $0
Outstanding at December 31, 1996 240,000 $2.33 37,332 $5.28
Granted at market price 20,000 $21.69 0 $0
Exercised (8,000) $0.54 (10,666) $1.12
Canceled 0 $0 0 $0
Outstanding at December 31, 1997 252,000 $3.92 26,666 $6.95
A summary of outstanding options, by year they become exercisable, follows:
1992 Employee Plan 1992 Non-Employee Plan
Weighted Weighted
Number Average Number Average
of Exercise of Exercise
Shares Price Shares Price
1997 34,000 $0.55 16,002 $5.08
1998 42,000 $0.88 5,336 $9.75
1999 54,250 $1.53 5,328 $9.75
2000 46,500 $2.84 0 $0
2001 35,500 $6.54 0 $0
2002 23,500 $9.00 0 $0
2003 11,250 $14.71 0 $0
2004 5,000 $21.69 0 $0
Outstanding at
December 31, 1997 252,000 $3.92 26,666 $6.95
Exercise price range of options outstanding:
1992 Employee Plan $0.50-$21.69
1992 Non-Employee Plan $2.75-$9.75
Weighted-average remaining contractual life of options outstanding
1992 Employee Plan 7.35 years
1992 Non-Employee Plan 3.16 years
NOTE 10. Employee Retirement Savings Plan
In May 1985, the Company adopted a Retirement Savings Plan under Section
401(k) of the Internal Revenue Code. Participation in the plan is available
to any employee of the Company who has completed one year of service and is
age twenty-one or older. The Company contributes $10 monthly for each
eligible employee, plus up to $.50 for each dollar contributed by each
participant on the first 4% of eligible compensation, depending on years of
service. The Company may contribute an additional amount if it has
sufficient profits. The Company's Contributions to employees of Concepts
Direct, Inc. were $66,000, $55,000 and $33,000 in 1997, 1996 and 1995,
respectively.
NOTE 11. Quarterly Financial Information (Unaudited)
Basic Diluted
Income Net Earnings Earnings
Net (Loss) from Income (loss) per (loss) per
Sales Operations (Loss) Common Share Common Share
(Dollars in thousands except per share data)
1995:
First $8,100 $291 $229 $0.05 $0.05
Second 9,491 192 177 0.04 0.04
Third 8,307 (282) (137) (0.03) (0.03)
Fourth 16,249 437 574 0.14 0.13
1996:
First $11,584 $263 $266 $0.06 $0.06
Second 9,000 (344) (220) (0.05) (0.05)
Third 9,800 258 220 0.05 0.05
Fourth 20,742 2,386 1,671 0.39 0.38
1997:
First $15,952 $951 $673 $0.16 $0.15
Second 14,766 446 368 0.09 0.08
Third 14,630 (1,039) (591) (0.12) (0.11)
Fourth 33,141 1,717 1,165 0.23 0.22
(a) The 1995 fourth quarter was favorably impacted by the reversal of a
$234,000 deferred tax asset valuation allowance which reversal resulted from
the Company having taxable temporary differences greater than deductible
temporary differences and loss carryforwards at December 31, 1995.
The 1995, 1996 and first three quarters of 1997 earnings per share amounts
have been restated to comply with Statement of Financial Accounting
Standards No. 128, Earnings Per Share.
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
CONCEPTS DIRECT, INC.
Year Ended December 31, 1997
COL. A COL. B COL. C COL. D COL. E COL. F
Charged Charged
(Credited) to Balance
Balance at to Costs Other Deduc- at
Beginning and Accounts- tions End of
DESCRIPTION of Period Expenses Describe Describe Period
- --------------------------- --------- --------- -------- -------- -------
Year Ended December 31, 1997
Deducted from asset accounts:
Allowance for doubtful
accounts $ 41,000 $ 16,000 $ 0 $ 0 $57,000
Allowance for inventory
obsolescence 400,000 168,506 0 (174,506)b 394,000
-------- --------- ------- --------- --------
Totals deducted from asset
accounts $441,000 $ 184,506 $ 0 $(174,506) $451,000
======== ========= ======= ========= ========
Product warranty liability $254,124 $ 32,173 $ 0 $ 0 $286,297
======== ========= ====== ========= ========
Year Ended December 31, 1996
Deducted from asset accounts:
Allowance for doubtful
accounts $ 18,078 $ 23,000 $ 0 $ (78)a 41,000
Allowance for inventory
obsolescence 691,542 41,721 0 (333,263)b 400,000
-------- -------- ------- --------- -------
Totals deducted from asset
accounts $709,620 $ 64,721 $ 0 $(333,341) $441,000
======== ======== ======= ========= ========
Product warranty liability $383,064 $(128,940) $ 0 $ 0 $254,124
======== ======== ======= ========= ========
Year Ended December 31, 1995
Deducted from asset accounts:
Allowance for doubtful
accounts $ 21,130 $( 3,130) $ 0 $ 78 $18,078
Allowance for inventory
obsolescence 761,981 32,602 $ 0 (103,041)b 691,542
------- -------- ------- --------- -------
Totals deducted from asset
accounts $783,111 $ 29,472 $ 0 $(102,963) $709,620
======== ======== ======= ========= ========
Product warranty liability $129,111 $253,953 $ 0 $ 0 $383,064
======== ======== ======= ========= ========
a) Uncollectable accounts written off, net of recoveries.
b) Inventory written off, net of recoveries.
ITEM 9. CHANGES IN AND DISAGREEMENTS \WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
N/A.
PART III
Certain information required by Part III is omitted from this Report in that
the Company will file a definitive Proxy Statement pursuant to Regulation
14A (the "Proxy Statement") not later than 120 days after the end of the
fiscal year covered by this report and certain information included therein
is incorporated herein by reference.
With the exception of the information incorporated by reference from the
Company's Proxy Statement in Items 10, 11, 12 and 13 of Part III of this
Form 10-K, the Company's Proxy Statement for its annual meeting of
shareholders scheduled for April 24, 1998 is not to be deemed filed as a
part of this Report.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT
Information concerning the directors of the Company is incorporated herein
by reference to material contained under the heading "Election of Directors"
in the Company's Proxy Statement for its annual meeting of shareholders
scheduled for April 24, 1998.
Information concerning the executive officers of the Company is set forth
under the heading "Executive Officers of the Registrant" at the end of Part
I of this Report.
ITEM 11. EXECUTIVE COMPENSATION
Information concerning executive compensation is incorporated herein by
reference to material contained under the headings "Compensation of
Directors" and "Executive Compensation" in the Company's Proxy Statement for
its annual meeting of shareholders scheduled for April 24, 1998.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
Information as to security ownership of certain beneficial owners and
management is incorporated herein by reference to material contained under
the heading "Voting Securities and Principal Shareholders" in the Company's
Proxy Statement for its annual meeting of shareholders scheduled for April
24, 1998. The Company does not know of any arrangements the operation of
which may at a subsequent date result in a change in control of the Company.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information as to certain relationships and related transactions is
incorporated herein by reference to material contained under the heading
"Certain Relationships and Related Transactions" in the Company's Proxy
Statement for its annual meeting of shareholders scheduled for April 24,
1998.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORMS 8-K
(a) Documents filed as part of this report:
1. The financial statements and related Report of Independent Auditors
required by this item are listed and included in Item 8 of this report.
2. The financial statement schedules required by this item are listed and
included in Item 8 of this report.
3. Exhibits required to be filed by Item 601 of Regulation S-K: SEE INDEX
TO EXHIBITS
(b) No Reports on Form 8-K have been filed during the last quarter of the
year ended December 31, 1997.
INDEX TO EXHIBITS
(3) Articles of incorporation and bylaws.
3(a) Registrant's Amended and Restated Certificate of Incorporation filed as
Exhibit 3(a) to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1992 is expressly incorporated herein by this reference.
3(b) Registrant's Bylaws and Statement of Organization of the Incorporator
filed as Exhibit 3(b) to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1992, is expressly incorporated herein by
this reference.
(4) Instruments defining the rights of security holders, including
indentures.
4(a) See the Seventh Article of Exhibit 3(a) and Articles I, IV, V, VI and
VII of Exhibit 3(b).
(10) Material Contracts.
10(a) Real Estate Contract and Purchase and Sale Agreement dated March 20,
1996 between registrant and Richard B. Norton. This agreement was
previously filed as exhibit 1 to registrant's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1996 and is expressly incorporated herein by
this reference.
10(b) First amendment dated May 10, 1996 to Purchase and Sale Agreement
dated March 20, 1996 between registrant and Richard B. Norton. This
agreement was previously filed as exhibit 1 to registrant's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1996 and is expressly
incorporated herein by this reference.
10(c) Second amendment dated November 26, 1996 to Purchase and Sale
Agreement dated March 20, 1996 between registrant and Richard B. Norton.
This agreement was previously filed as exhibit 10(e) to registrant's Annual
Report on Form 10-K for the year ended December 31, 1996 and is expressly
incorporated herein by this reference.
10(d) Letter of Intent between registrant and Saunders Construction, Inc.
dated January 21, 1997 to enter into an agreement for the construction of a
new facility for registrant in Longmont, Colorado and authorizing Saunders
Construction, Inc. to proceed with certain earthwork activities. This
agreement was previously filed as exhibit 10(f) to registrant's Annual
Report on Form 10-K for the year ended December 31, 1996 and is expressly
incorporated herein by this reference.
10(e) Letter of Intent between registrant and Saunders Construction, Inc.
dated February 20, 1997 to enter into an agreement for the construction of a
new facility for registrant in Longmont, Colorado and authorizing Saunders
Construction, Inc. to proceed with certain material pre-orders and
structural work. This agreement was previously filed as exhibit 10(g) to
registrant's Annual Report on Form 10-K for the year ended December 31, 1996
and is expressly incorporated herein by this reference.
10(f) Contract between registrant and Intergroup, Inc. as Architect for the
Provision of Architectural Services, dated September 4, 1996, in connection
with the design of a new facility for registrant in Longmont, Colorado. This
agreement was previously filed as exhibit 10(h) to registrant's Annual
Report on Form 10-K for the year ended December 31, 1996 and is expressly
incorporated herein by this reference.
10(g) Registrant's amended Profit Sharing Plan, reflecting an amendment
under Section 401(k) of the Internal Revenue Code dated May 31, 1985. This
Plan was previously filed as Exhibit 10(l) to Wiland Services, Inc.'s Annual
Report on Form 10-K for the fiscal year ended December 31, 1985 and is
expressly incorporated herein by this reference (Wiland Services, Inc.'s
Reporting Number is 0-12967).
10(h) Standard Form of Agreement between Registrant and Saunders
Construction, Inc. as Contractor, dated May 1, 1997, in connection with
construction of a new facility for Registrant in Longmont, Colorado. This
agreement was previously filed as exhibit 10.11 to Registrant's Amendment
No. 1 to Form S-1 filed on June 4, 1997 and is expressly incorporated herein
by reference.
10(i) Loan Agreement between Registrant and Bank One, Colorado, N.A. as
lender, dated May 1, 1997, in connection with a $3.7 million credit
facility. This agreement was previously filed as exhibit 10.12 to
Registrant's Amendment No. 1 to Form S-1 filed on June 4, 1997 and is
expressly incorporated herein by reference.
10(j) Land Development Loan Agreement dated July 10, 1997 between registrant
and Bank One, Colorado, NA. This agreement was previously filed as exhibit 1
to registrant's Quarterly Report on Form 10-Q for the year ended June 30,
1997 and is expressly incorporated herein by this reference.
10(k) Construction Loan Agreement dated July 10, 1997 between registrant and
Bank One, Colorado, NA. This agreement was previously filed as exhibit 2 to
registrant's Quarterly Report on Form 10-Q for the year ended June 30, 1997
and is expressly incorporated herein by this reference.
10(l) 1998 Incentive Compensation Plan for officers of the registrant is
filed herewith.
10(m) 1992 Stock Option Plan was previously filed as Exhibit A to
registrant's definitive proxy statement dated June 29, 1993 for the Annual
Meeting of Shareholders held on July 30, 1993, and is expressly incorporated
herein by this reference.
10(n) 1992 Non-Employee Director Stock Option Plan was previously filed as
Exhibit B to the registrant's definitive proxy statement dated June 29, 1993
for the Annual Meeting of Shareholders held on July 30, 1993, and is
expressly incorporated herein by this reference.
(23) Consent of Experts and Counsel.
23(a) The Consent of Ernst & Young LLP to incorporation by reference of
Auditor's report into the registrant's Registration Statement on Form S-8
(File No. 33-66964) dated August 3, 1993 pertaining to the Concepts Direct,
Inc. 1992 Stock Option Plan and 1992 Non-Employee Director Stock Option Plan
is filed herewith.
(27) Financial Data Schedule
27(a) The financial data schedule is included in the electronic Edgar filing
only.
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) 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.
Date: March 13, 1998 By: /s/ Phillip A. Wiland
Phillip A. Wiland
Chief Executive Officer
Principal Executive Officer
Date: March 13, 1998 By: /s/ H. Franklin Marcus, Jr.
H. Franklin Marcus, Jr.
Secretary/Treasurer
Chief Financial Officer
Chief Accounting Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Date: March 13, 1998 /s/ Michael T. Buoncristiano
Michael T. Buoncristiano, Director
Date: March 13, 1998 /s/ Robert L. Burrus, Jr.
Robert L. Burrus, Jr., Director
Date: March 13, 1998 /s/ Stephen R. Polk
Stephen R. Polk, Director
Date: March 13, 1998 /s/ Phillip D. White
Phillip D. White, Director
Date: March 13, 1998 /s/ Phillip A. Wiland
Phillip A. Wiland, Director
*****CONFIDENTIAL*****
CONCEPTS DIRECT, INC.
1998 INCENTIVE COMPENSATION PLAN
Effective January 1, 1998
The primary financial objective of Concepts Direct, Inc., is to maximize the
value of the Company for shareholders. A key element - probably the key
element - of achieving this objective is significant, steady profit
improvement.
Concepts Direct wants to increase profits steadily and significantly.
Encouraging our staff to achieve these goals every quarter is the purpose
of this 1998 Incentive Compensation Plan.
For purposes of making the final calculations of amounts due under the plan
set forth herein, Average Shareholders' Equity will be determined by the
external auditors in the course of audits. For illustration herein
$20,500,000 is used.
Return on average equity (ROAE) is calculated by averaging the Shareholders'
Equity from each of the four quarterly financial statements, and dividing
the result into after-tax net profit at the end of the year. Bonuses earned
in 1997 will reduce the Company's net income before calculation of the ROAE
bonus. "Net Profit" as used herein means Net Income after bonuses and taxes
excluding any tax-effected gain on the sale of capital assets of the
Company. "EPS" as used herein will also be adjusted to exclude
tax-effected gain on the sale of capital assets of the Company.
It is the goal of the Company for Earnings per share (EPS) to be higher
every quarter than they have ever been during that calendar quarter. The
quarterly incentive compensation plan is established with this goal in mind.
EPS calculations will be made based on "Diluted EPS" as defined by FASB.
In order to participate in the Incentive Compensation Plan, a person must
be an employee on both the first business day and the last calendar day of
period covered. For the annual incentive bonus, the participant must be an
employee on both the first working day in January and December 31, 1998. A
person joining the plan later in January, for example, would not be
eligible for the annual incentive bonus, nor the first quarter bonus. If
they are an employee on the first day and the last day of each of the
remaining three quarters, though, they will be eligible for any incentive
bonuses earned for those quarters.
Persons who voluntarily leave the employ of the company will not receive any
incentive compensation which is payable but as yet unpaid on the date of
their termination of employment. Persons who are terminated involuntarily
will be paid any amount they would have received for a period which was
complete prior to their termination.
All incentive compensation payable under this plan shall be paid in full
within 120 days after the close of the applicable period, with the specific
date to be set by the Chief Financial Officer. For purposes of computing
annual or quarterly bonuses, "Base Salary" is defined as actual number of
base payroll dollars (gross -- before deductions) but excluding previously
paid quarterly and/or annual bonuses the employee has received during the
period. This means that if for any reason there is an adjustment in salary
during the period the amount to which the incentive compensation percentage
will be applied is the sum, as described above, that the employee has
received during the period. In other words, if we were to make up a W-2
for the quarter, what would it show? For purposes of computing annual
bonuses, "Base Salary" is defined as W-2 earnings before 401-K deductions
and excluding previously paid quarterly and/or annual bonuses and other
non-salary items, such as reimbursement for relocation expense.
Quarterly bonuses will only be paid if the Company is profitable on a
year-to-date basis. For example, if the Company makes money during the
second quarter of 1998, but lost a greater amount of money during the first
quarter (thus leaving the Company in a loss status on a year to date basis),
no second quarter bonus will be paid.
Staff members not named in the plan are not participants in the plan.
Participation in the Incentive Compensation Plan does not constitute a
guarantee of employment, either in a position covered by the plan, or with
the Company, for any fixed period of time. It is not an employment
contract of any kind, nor a forward commitment on the part of the company
for compensation" of any nature, in any amount, or for any fixed period of
time.
The 1998 Incentive Compensation Plan is the only plan under which payments
in addition to salary, can be made to the named individuals. Any other
benefit or compensation plans or payment desired or determined necessary for
other employees must be submitted in writing to Personnel for consideration
and may be implemented only after approval by the CEO.
The Company reserves the right to promote, demote, reassign or terminate the
employment of any person under this plan in the same manner as if the
person were not under the plan. The Company will distribute a copy of the
plan to each eligible employee. At the same time, a cover memo will be
distributed containing an affirmation stating that the employee has read,
understands and agrees to abide by the regulations of the Incentive
Compensation Plan. The employee must sign and return a copy of the memo to
participate in the Incentive Compensation Plan.
The Company reserves the right to discontinue or revise the Incentive
Compensation Plan and/or its regulations and eligibility requirements at any
time.
Occasionally, the Finance Department may make erroneous payments to a
employees under the Incentive Compensation Plan. If this occurs, the
employee receiving the payment is responsible for notifying Finance that an
error has occurred. After discovery of the error, Finance will correct
their prior action by deducting the appropriate amount from subsequent
payments to the employee on a basis to be determined by the CFO.
Employees should be aware that the purpose of the Board of Directors in
establishing this incentive compensation plan is to reward achievement of
profit milestones which surpass previous company performance. Accordingly,
it should be anticipated that future incentive compensation plans, if
adopted, will most likely require increased profitability for bonuses to be
paid.
1. Base Monthly Salaries:
Actual at Proposed
Name Department Job Title Plan 12/1/97 1998
Frank Marcus Finance CFO A $8,125 $8,550
Phil Wiland Executive Chairman A $16,500 $17,325
Mike Wolfe Executive President A $14,750 $15,500
(In the original document the names, salaries and plan level of tbe
non-executive officers and the senior management are listed)
The incentive compensation plan is divided into Plans A, B and C. The
participants of these plans are " defined as follows:
1. The Participants of Plan A consist of all officers of the Company with
the following titles:
Chairman
President
Vice President
Chief Financial Officer
Controller
2. The participants of Plans B and C are full-time personnel who hold
positions with the company specifically named above and are recommended by
the CEO because of excellent performance, critical role, etc., and are
approved by the Board of Directors. Not all persons in a job title will
necessarily be selected for participation.
2. Annual Bonus Based on Companywide Return on Average Equity (ROAE) for
1998.
PLAN A PLAN B PLAN C TOTAL
THRESHOLD BONUS AS BONUS AS BONUS AS ANNUAL
ROAE NET PROFIT % OF BASE % OF BASE % OF BASE BONUSES
100.00% up 20,500,000 60.0% 20.00% 8.00% 875,212
85.00% to 99.99% 17,425,000 58.0% 19.75% 7.80% 849,289
75.00% to 84.99% 15,375,000 56.0% 19.50% 7.60% 823,366
65.00% to 74.99% 13,325,000 54.0% 19.00% 7.40% 795,854
55.00% to 64.99% 11,275,000 52.0% 18.50% 7.20% 768,342
45.00% to 54.99% 9,225,000 50.0% 18.00% 7.00% 740,830
35.00% to 44.99% 7,175,000 45.0% 16.00% 6.00% 662,767
25.00% to 34.99% 5,125,000 35.0% 12.00% 4.50% 511,155
21.00% to 24.99% 4,305,000 25.0% 8.00% 3.00% 359,543
16.00% to 20.99% 3,280,000 15.0% 5.00% 2.00% 218,803
12.00% to 15.99% 2,460,000 5.0% 2.00% 0.00% 69,037
8.00% to 11.99% 1,640,000 2.0% 0.50% 0.00% 25,707
BELOW 8% 0.00% 0.0% 0.00% 0.00% 0
3. Quarterly Bonus Based on Diluted EPS as defined by FASB:
Plan A Plan B Plan C
EPS this Qtr. vs. Prior Qtrly Bonus Qtrly Bonus Qtrly Bonus Annual
Record Same Qtr. As % of As % of As % of Group
Annual Base Annual Base Annual Base Total
EPS 300% or More of Prior Record 25.0% 6.25% 2.00% 1,357,561
EPS 250% - 299% of Prior Record 24.0% 6.00% 1.90% 1,302,536
EPS 225% - 249% of Prior Record 23.0% 5.50% 1.80% 1,241,153
EPS 200% - 224% of Prior Record 22.0% 5.25% 1.70% 1,186,129
EPS 176% - 199% of Prior Record 18.0% 5.00% 1.60% 995,937
EPS 150% - 175% of Prior Record 14.0% 4.50% 1.50% 799,387
EPS 140% - 149% of Prior Record 12.0% 3.50% 1.20% 673,011
EPS 130% - 139% of Prior Record 10.0% 3.00% 0.90% 559,352
EPS 121% -129% of Prior Record 8.0% 2.25% 0.75% 444,749
EPS 115% - 120% of Prior Record 6.0% 2.00% 0.60% 342,864
EPS 101% -114% of Prior Record 4.0% 1.40% 0.40% 230,272
EPS 90% - 100% of Prior Record 2.3% 0.80% 0.25% 133,001
EPS 80% - 89% of Prior Record 2.0% 0.70% 0.20% 115,136
EPS 60% - 79% of Prior Record 1.7% 0.60% 0.15% 97,143
EPS 40% - 59% of Prior Record 1.0% 0.35% 0.00% 53,958
EPS 10% - 39% of Prior Record 0.3% 0.10% 0.00% 13,807
EPS Less than 10% of Prior Record 0.0% 0.00% 0.00% 0
The following are the record earnings per share and the years in
which each was set; 1st QTR: $.15 (1997); 2nd Qtr: $.08 (1997):
3rd Qtr: $.09 (1994); 4th Qtr: $.38 (1996). (Note: a new fourth quarter
record may be set in 1997.)
4. Additional Annual Bonus for Phillip A. Wiland and J. Michael Wolfe Only:
If all of the following objectives are achieved in 1998, Phillip A. Wiland
and J. Michael Wolfe will each receive an additional bonus equal to 50% of
their 1998 base salary:
a. Revenues in 1998 exceed $110,000,000; and
b. EPS in 1998 exceeds $1.50; and
c. Market Capitalization of the Company's stock at December 31, 1998 exceeds
$125,000,000.
(The original document includes certain estimates of amounts to be paid for
all plan participants, including the three executive officers, if certain
levels of financial perfomance are achieved.)
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 33-66964) pertaining to the 1992 Non-employee Director Stock
Option Plan and 1992 Stock Option Plan of Concepts Direct, Inc. of our
report dated February 19, 1998, with respect to the financial statements and
schedule II of Concepts Direct, Inc. included in its Annual Report (Form
10-K) for the year ended December 31, 1997, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young
Denver, Colorado
March 13, 1998
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<NAME> CONCEPTS DIRECT, INC.
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 13,773,815
<SECURITIES> 0
<RECEIVABLES> 259,219
<ALLOWANCES> 0
<INVENTORY> 5,167,729
<CURRENT-ASSETS> 28,222,585
<PP&E> 14,064,642
<DEPRECIATION> 2,203,688
<TOTAL-ASSETS> 40,377,802
<CURRENT-LIABILITIES> 15,078,782
<BONDS> 0
0
0
<COMMON> 495,729
<OTHER-SE> 18,317,507
<TOTAL-LIABILITY-AND-EQUITY> 40,377,802
<SALES> 78,488,903
<TOTAL-REVENUES> 78,488,903
<CGS> 41,899,656
<TOTAL-COSTS> 7,413,628
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<INTEREST-EXPENSE> 181,538
<INCOME-PRETAX> 2,489,889
<INCOME-TAX> 875,000
<INCOME-CONTINUING> 1,614,889
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<EPS-DILUTED> 0.33
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