<PAGE>
FORM 10 - Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
(MARK ONE)
( X ) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED: MARCH 31, 1997
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM -----------------
COMMISSION FILE NUMBER: 0-22212
IVI PUBLISHING, INC.
------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS
SPECIFIED IN ITS CHARTER)
MINNESOTA 41-1686038
------------------------- -------------------------
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
7500 FLYING CLOUD DRIVE
MINNEAPOLIS, MINNESOTA 55344-3739
---------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(ZIP CODE)
612-996-6000
---------------------------------
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED
TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING
THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS
REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING
REQUIREMENTS FOR THE PAST 90 DAYS.
YES X NO
--------- ---------
APPLICABLE ONLY TO CORPORATE ISSUERS:
INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASSES OF
COMMON STOCK, AS OF THE LATEST PRACTICABLE DATE.
CLASS OUTSTANDING AS OF APRIL 28, 1997
--------------------- ---------------------------------
COMMON STOCK 7,662,850 SHARES
PAR VALUE $.01 PER SHARE
1
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IVI PUBLISHING, INC.
Securities and Exchange Commission Form 10-Q
for the First Quarter Ended March 31, 1997
INDEX
Page
NUMBER
PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements
Condensed Statements of Operations
(Unaudited) Three months ended March 31,
1997 and March 31, 1996........................................3
Condensed Balance Sheets March 31, 1997
(Unaudited) and December 31, 1996..............................4
Condensed Statements of Cash Flows
(Unaudited) Three months ended
March 31, 1997 and March 31, 1996..............................5
Notes to Condensed Financial Statements (Unaudited)............6-7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations............................8-10
PART II. OTHER INFORMATION:
Item 1. Legal Proceedings..............................................11
Item 2. Changes in Securities..........................................11
Item 3. Defaults Upon Senior Securities................................11
Item 4. Submission of Matters to a Vote of Security Holders............11
Item 5. Other Information..............................................11
Item 6. Exhibits and Reports on Form 8-K...............................11
SIGNATURES:.............................................................12
2
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
IVI PUBLISHING, INC.
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
(IN THOUSANDS EXCEPT PER SHARE DATA)
Three Months Ended
March 31
-----------------------
1997 1996
----------- --------
Net revenues $1,719 $3,103
Cost of revenues 770 1,381
---------- --------
Gross margin 949 1,722
Costs and expenses:
Product development 1,311 1,520
Sales and marketing 394 724
General and administrative 766 1,102
---------- --------
Loss from operations (1,522) (1,624)
Interest (expense) income (59) 92
---------- --------
Net loss ($1,581) ($1,532)
---------- --------
---------- --------
Preferred stock dividends (30) (30)
Preferred stock accretion (13) (13)
---------- --------
Net loss applicable to common stock (1,624) (1,575)
---------- --------
---------- --------
Net loss per common share ($0.21) ($0.21)
---------- --------
---------- --------
Weighted average number of common
shares outstanding 7,653 7,533
---------- --------
---------- --------
See notes to condensed financial statements.
3
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IVI PUBLISHING, INC.
CONDENSED BALANCE SHEETS
(IN THOUSANDS)
March 31 December 31
1997 1996
----------- -----------
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $2,071 $3,462
Accounts receivable, net 3,164 4,134
Inventory 181 155
Other current assets 565 585
-------- -------
Total current assets 5,981 8,336
Furniture and equipment 6,765 6,812
Less allowances for depreciation (3,868) (3,622)
-------- -------
2,897 3,190
Long-term receivables and other
non-current assets 1,844 1,885
-------- --------
Total assets $10,722 $13,411
-------- --------
-------- --------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $2,555 $3,635
Other accrued expenses 1,398 1,471
------- -------
Total current liabilities 3,953 5,106
Convertible subordinated debentures 3,500 3,500
Convertible redeemable preferred stock 1,918 1,905
Shareholders' equity:
Common Stock, $.01 par value:
Issued and outstanding shares--
7,663 at March 31, 1997 and
7,612 at December 31, 1996 77 76
Paid-in capital 70,484 70,453
Accumulated deficit (69,210) (67,629)
-------- --------
Total shareholders' equity 1,351 2,900
-------- --------
Total liabilities and shareholders'
equity $10,722 $13,411
-------- --------
-------- --------
See notes to condensed financial statements.
4
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IVI PUBLISHING, INC.
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
(IN THOUSANDS)
Three Months Ended March 31
----------------------------
1997 1996
----------- --------
Operating activities
Net loss ($1,581) ($1,532)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation and amortization 330 360
Changes in assets and liabilities:
Decrease (increase) in net accounts
receivable 970 (56)
(Increase) decrease in inventories (26) 203
Decrease (increase) in other current
assets 20 (486)
Decrease (increase) in other long-term
assets 27 (325)
Decrease in accounts payable and
accrued liabilities (1,182) (1,261)
-------- -------
Net cash used in operating activities (1,442) (3,097)
Investing activities
Net furniture and equipment
(additions) disposals (23) 475
------- -------
Net cash (used) provided by investing
activities (23) 475
Financing activities
Proceeds from exercised stock options 74 110
------- -------
Net cash provided by financing activities 74 110
Net decrease in cash and cash equivalents (1,391) (2,512)
Cash and cash equivalents at beginning
of period 3,462 7,759
------- -------
Cash and cash equivalents at end of period $2,071 $5,247
------- -------
------- -------
See notes to condensed financial statements.
5
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IVI PUBLISHING, INC.
NOTES TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
MARCH 31, 1997
NOTE A -- BASIS OF PRESENTATION
The accompanying unaudited condensed financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Article 10 of Regulation
S-X. Accordingly, they do not include all information and footnotes required by
generally accepted accounting principles for complete financial statements. In
the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the three month period ended March 31, 1997 are not
necessarily indicative of the results that may be expected for the year ended
December 31, 1997. For further information, refer to the consolidated financial
statements and footnotes thereto included in the Company's annual report on Form
10-K for the year ended December 31, 1996.
NOTE B -- PRODUCT DEVELOPMENT COSTS
Product development costs consist principally of compensation to Company
employees, interactive design costs paid to outside consultants, travel and
supplies. All costs are expensed as incurred.
Costs related to research, design and development of products are charged to
product development expenses as incurred. Under Statement of Financial
Accounting Standards No. 86 (SFAS No. 86), software development costs are
capitalized beginning when a product's technological feasibility has been
established and ending when a product is available for general release to
customers. The Company has not capitalized any software development costs since
such costs meeting the requirements of SFAS No. 86 have not been significant.
NOTE C -- NET LOSS PER SHARE
Net loss per share is computed using the weighted average number of shares of
common stock outstanding. Common equivalent shares from stock options and
warrants are excluded from the computation as their effect is anti-dilutive.
In February 1997, the Financial Accounting Standards Board issued Statement No.
128, "Earnings Per Share." This statement establishes standards for computing
and presenting basic and diluted earnings per share (EPS) for financial
statements issued for periods ending after December 15, 1997. The adoption of
this statement will not have a material effect on the Company's reported EPS.
6
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NOTE D -- REVENUE RECOGNITION
The Company's revenues consist of product sales and licensing revenue, contract
development revenue, fees relating to the licensing of its content for use on
cable television, and fees for online services.
Product sales and licensing revenues are made up of retail distribution sales,
direct mail sales, and product sales and royalties on licenses to original
equipment manufacturers. These revenues are recognized upon shipment of the
product or when the Company's obligations under the licensing agreements are
complete. Allowances for returns are recorded at the time revenue is
recognized.
Contract development revenue is generated through the use of the Company's
personnel and facilities for the creation of custom multimedia products. This
revenue is recognized by contract on a percentage-of-completion basis or at a
specific hourly rate, depending on the terms of the contract.
Revenues are generated through the licensing of the Company's health and medical
content for use on cable television channels. The Company recognizes revenue
under its cable agreement ratably over the life of the contract.
Revenues were also generated through the Company's online agreement with AT&T in
1996. Revenues generated by the online service were recognized as they were
earned.
7
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This report may contain forward-looking information that is subject to certain
risks and uncertainties that could cause actual results to differ materially
from those projected. Those risks and uncertainties have been articulated in
the Company's Form 10-K for the year ended December 31, 1996.
OVERVIEW
In the first quarter of 1997, the Company moved forward with its integrated
publishing strategy, which involves distributing health and medical information
via online, CD-ROM and cable television platforms. The Company's strategy has
called for increased emphasis on the online market, while maintaining its CD-ROM
and cable television presence.
An integral part of the Company's strategy for 1997 involves the generation of
online revenue through the sale of site sponsorships, advertising and premium
services related to its MAYO HEALTH O@SIS Internet site. During the first
quarter of 1997, the Company entered into serious discussions with several major
pharmaceutical companies interested in becoming sponsors of the Company's
website. A key component to the Company's online strategy is increasing traffic
to the website. Significant strides were made in this area as well during the
first quarter of 1997. The Company launched an exchange of online services with
Compuserve which will increase the exposure for the website. Additionally, by
the end of March 1997, the number of monthly visits to MAYO HEALTH O@SIS had
grown approximately 50% from the end of the fourth quarter of 1996.
During the first quarter of 1997, the Company focused its CD-ROM efforts on its
family health reference CD-ROM titles. The Company's flagship CD-ROM product is
the MAYO CLINIC ULTIMATE MEDICAL GUIDE, which is the MAYO CLINIC FAMILY HEALTH
BOOK and the MAYO CLINIC FAMILY PHARMACIST discs packaged as a single unit.
Although the Company's strategy calls for focusing on the online market for
1997, the Company will continue to publish its family health reference CD-ROM
titles.
By the end of the first quarter, America's Health Network (AHN), the Company's
cable television partner, achieved distribution to more than 6 million potential
cable and direct broadcast satellite households. Additionally, the Company has
continued to recognize cable royalty revenues ratably each quarter.
8
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RESULTS OF OPERATIONS
Net revenues for the first quarter of 1997 were $1,719,000, compared to
$3,103,000 for the first quarter of 1996. The revenues were comprised as
follows:
First Quarter First Quarter
1997 1996
------------- ---------------
CD-ROM Retail $441,000 $471,000
CD-ROM OEM and License 444,000 1,738,000
Contract Development 311,000 346,000
Amortization of Cable Royalty 493,000 493,000
Other Revenue 30,000 55,000
------------ ---------------
Total Net Revenues $1,719,000 $3,103,000
------------ ---------------
------------ ---------------
The decrease in revenues was primarily the result of the $1,000,000
nonrefundable advance paid to the Company under the exclusive agreement with
AT&T, which was recorded in the first quarter of 1996. With the discontinuance
of the AT&T Healthsite in August 1996, the Company redefined its online
strategy. Although the Company has not recorded any online revenue for 1997,
the Company has met important milestones inherent to the new strategy. As
mentioned above, serious discussions have occurred with multiple pharmaceutical
companies regarding sponsorships of the MAYO HEALTH O@SIS website.
Additionally, the Company has significantly increased traffic to the website.
The remaining decreases were in OEM revenues which were the result of market
conditions.
Gross margin as a percentage of net revenue for the first quarter ended March
31, 1997 was 54%, compared to 55% for the first quarter of 1996.
Product development expenses were $1,311,000 for the first quarter of 1997,
compared to $1,520,000 for the first quarter of 1996. The decrease is partially
the result of the Company's efforts to reduce expenses. Additionally, the
Company has concentrated its development efforts on the online strategy which
has contributed to reduced development costs since online development is
generally less expensive than CD-ROM development. The Company's strategy is to
continue to concentrate development efforts on its online and cable television
content, as well as updating its family reference CD-ROMs.
Sales and marketing expenses for the first quarter of 1997 were $394,000
compared to $724,000 for the first quarter of 1996. The decrease was the result
of fewer promotions and consulting expenses paid on CD-ROM sales. The
9
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Company intends to focus its sales and marketing force on online opportunities,
while continuing to maintain its CD-ROM sales.
General and administrative expenses decreased in the first quarter of 1997 to
$766,000, as compared to $1,102,000 for the first quarter of 1996. The decrease
was the result of management's efforts to reduce costs. This reduction occurred
through the downsizing of Company facilities and personnel during the third
quarter of 1996. An increase in professional service fees has partially off-set
this decrease.
Net interest expense was $50,000 for the first quarter of 1997, compared to net
interest income of $92,000 for the same period in 1996. The decrease resulted
from having less cash available for investing purposes combined with interest
expense payments made on the Company's convertible subordinated debentures.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
Capital asset expenditures for the three month period ended March 31, 1997
totaled $23,000 and consisted principally of computer and studio equipment.
At March 31, 1997, the Company had cash and cash equivalents totaling
$2,071,000. Total cash used during the three months ended March 31, 1997 was
$1,391,000. The Company believes that its current working capital and
anticipated operating cash flows will be sufficient to fund its operations for
the foreseeable future. These assumptions are based on the Company maintaining
costs and significantly increasing revenues. The increase in revenues is
expected to come from the sale of site sponsorships, advertising, and premium
services on the Company's website. Any material reduction in the projected
revenues would likely require the Company to seek additional equity or debt
financing. There is no assurance that such financing will be available or, if
available, whether the financial terms would be reasonable.
The Company has a significant asset that represents the capitalization of costs
paid, net of royalties received, to Time Life, Inc. for the development of THE
MEDICAL ADVISOR, the print version of TAKING CONTROL OF YOUR HEALTH. The
Company is amortizing this asset as royalties on sales of the print version are
received from Time Life, Inc. There are certain risks and uncertainties in
assuming that the sales volume of the print version will be sufficient to fully
amortize this asset; however, based on management's most recent review of this
asset, there was no impairment. Management will continue to review this asset's
valuation for impairment periodically.
10
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PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES
During the period covered by this Report, the constituent instruments defining
the rights of the holders of the common stock were not materially modified, nor
were the rights evidenced by the common stock materially limited or qualified by
the issuance or modification of any other class of securities.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
During the period covered by this Report, there has been no material default
with respect to any indebtedness of the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
On May 1, 1997, the Mayo Foundation for Medical Education and Research (Mayo)
notified the Company of its desire to enter into a new agreement covering
MAYO HEALTH O@SIS-SM-. The MAYO HEALTH O@SIS Internet website was developed
by the Company to provide users with timely health and medical news and
information generated pursuant to the Company's existing agreements with
Mayo. Mayo is seeking to negotiate a change in the parties' current
arrangement regarding revenue and cost sharing, and other matters related to
the operation of the MAYO HEALTH O@SIS website. IVI intends to meet with
Mayo representatives in the near future to discuss Mayo's thoughts about a
possible new agreement for MAYO HEALTH O@SIS.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following exhibits are included herein:
(11) Computation of per share loss.
(27) Financial Data Schedule (included only in electronic version).
(b) No reports on Form 8-K were filed by the Company for the quarter ended
March 31, 1997
11
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
IVI PUBLISHING, INC.
By /s/ Charles A. Nickoloff
--------------------------
Charles A. Nickoloff
Vice President and
Acting Chief Financial Officer
Date: May 19, 1997
12
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EXHIBIT 11 - STATEMENT RE: COMPUTATION OF PER SHARE LOSS (UNAUDITED)
(IN THOUSANDS EXCEPT PER SHARE DATA)
Three Months Ended March 31
---------------------------
1997 1996
------------ ------------
Average common shares outstanding 7,653 7,533
Net loss ($1,581) ($1,532)
Preferred stock dividends (30) (30)
Preferred stock accretion (13) (13)
---------- -----------
Net loss applicable to common stock ($1,624) ($1,575)
---------- -----------
---------- -----------
Net loss per common share ($0.21) ($0.21)
---------- -----------
---------- -----------
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<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 2,071
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