SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
- ---- SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1998
-------------
- ---- TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
-------------------- ---------------------
Commission file number 0-26014
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CRW Financial, Inc.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 23-2691986
- ------------------------------- -------------------
(State or other jurisdiction or (I.R.S. employer
incorporation or organization) identification no.)
200 Four Falls Corporate Center, Suite 415, West Conshohocken, PA 19428
- ----------------------------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 610/878-7429
------------
---------------------------------------------------
Former name, former address and former fiscal year,
if changed since last report.
Indicate by check 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
--- ---
The number of shares outstanding of the Registrant's common stock is
6,473,853 as of August 10, 1998.
<PAGE>
CRW FINANCIAL, INC. AND SUBSIDIARIES
INDEX
PAGE
----
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEETS
AT DECEMBER 31, 1997 AND JUNE 30, 1998 3
CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS FOR THE THREE AND SIX
MONTHS ENDED JUNE 30, 1997 AND JUNE 30, 1998 4
CONDENSED CONSOLIDATED STATEMENTS OF
CASH FLOWS FOR THE SIX MONTHS ENDED
JUNE 30, 1997 AND JUNE 30, 1998 5
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS 6
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION 10
PART II - OTHER INFORMATION
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K 13
SIGNATURES 14
In addition to historical information, this Quarterly Report contains
forward-looking statements relating to such matters as anticipated financial
performance, business prospects and similar matters. The Private Securities
Litigation Reform Act of 1995 provides a safe harbor for forward-looking
statements. In order to comply with the terms of the safe harbor, the Company
notes that a variety of factors could cause the Company's actual results and
experience to differ materially from the anticipated results or other
expectations expressed in the Company's forward-looking statements. The risks
and uncertainties that may affect the operation, performance, developments and
results of the Company's business include, but are not limited to, those matters
discussed herein under the section entitled "Management's Discussion and
Analysis of Financial Condition and Results of Operations." The words "believe,"
"expect," "anticipate," "project" and similar expressions identify
forward-looking statements, which reflect management's analysis only as of the
date hereof. The Company undertakes no obligation to publicly revise these
forward-looking statements to reflect events or circumstances that arise after
the date hereof.
2
<PAGE>
CRW FINANCIAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
ASSETS DECEMBER 31, 1997 JUNE 30, 1998
------ ----------------- -------------
(unaudited)
(In Thousands, Except Share Amounts)
<S> <C> <C>
CURRENT ASSETS:
Cash $ 1,646 $ 1,313
Other current assets 232 379
Investment in NCO Group, Inc. (Note 4) 2,013 --
------- -------
Total current assets 3,891 1,692
PROPERTY AND EQUIPMENT, net 240 247
INTANGIBLE ASSETS, net 352 337
INVESTMENT IN TELESPECTRUM WORLDWIDE INC. 15,266 12,042
DEFERRED INCOME TAX ASSET 2,324 2,878
OTHER ASSETS 55 53
------- -------
$22,128 $17,249
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt $ 798 $ 143
Accounts payable 466 428
Accrued expenses 2,468 297
------- -------
Total current liabilities 3,732 868
------- -------
DEFFERED INCOME TAXES 5,795 5,795
------- -------
STOCKHOLDERS' EQUITY:
Preferred Stock, no par value, 500,000 shares
authorized, no shares issued and outstanding -- --
Common Stock $.01 par value, 20,000,000 shares
authorized 6,435,486 and 6,473,853 shares
issued and outstanding, respectively 64 65
Additional paid-in capital 40,390 40,465
Unrealized gain on investment in NCO Group, Inc. 1,263 --
Accumulated deficit (29,116) (29,944)
------- -------
Total stockholders' equity 12,601 10,586
------- -------
$22,128 $17,249
======= =======
</TABLE>
See notes to condensed consolidated financial statements
3
<PAGE>
CRW FINANCIAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
-------------------------------- --------------------------------
June 30, 1997 June 30, 1998 June 30, 1997 June 30, 1998
------------- ------------- ------------- -------------
(In thousands, except share amounts)
<S> <C> <C> <C> <C>
NET REVENUES $1,280 $1,310 $2,546 $2,968
OPERATING EXPENSES,
excluding non-cash charges 1,890 1,340 3,434 2,939
DEPRECIATION AND AMORTIZATION 41 19 80 37
------ ------ ------ ------
Operating Loss (651) (49) (968) (8)
INTEREST (EXPENSE) INCOME (187) 2 (393) (6)
GAIN ON SALE OF NCO GROUP, INC. WARRANT -- -- -- 1,914
OTHER EXPENSE -- (54) -- (55)
EQUITY IN EARNINGS (LOSS) OF TELESPECTRUM (75) (749) 730 (3,224)
------ ------ ------ ------
Loss from continuing operations
before income taxes (913) (850) (631) (1,379)
INCOME TAXES (BENEFIT) (347) (340) (240) (551)
------ ------ ------ ------
Loss from continuing operations (566) (510) (391) (828)
LOSS FROM DISCONTINUED OPERATIONS, NET -- -- (59) --
GAIN ON SALE OF DISCONTINUED OPERATIONS, NET -- -- 1,481 --
------ ------ ------ ------
Net Income (loss) $ (566) $ (510) $1,031 $ (828)
====== ======= ====== ======
BASIC INCOME (LOSS) PER SHARE:
Continuing Operations $(0.09) $(0.08) $(0.07) $(0.13)
Discontinued Operations -- -- 0.24 --
------ ------ ------ ------
$(0.09) $(0.08) $ 0.17 $(0.13)
====== ======= ====== ======
DILUTED INCOME (LOSS) PER SHARE:
Continuing Operations (0.09) (0.08) (0.05) (0.13)
Discontinued Operations -- -- 0.19 --
------ ------ ------ ------
$(0.09) $(0.08) $ 0.14 $(0.13)
====== ====== ====== ======
</TABLE>
See notes to condensed consolidated financial statements
4
<PAGE>
CRW FINANCIAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
----------------------------------
JUNE 30, 1997 June 30, 1998
------------- -------------
(In Thousands)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
NET INCOME (LOSS) $ 1,031 $ (828)
Adjustments to reconcile net income (loss)
to net cash used in operating activities:
Equity in (Earnings) Loss of TeleSpectrum (730) 3,224
Discontinued Operation - Non Cash Charges
and Working Capital Changes 357 --
Gain on Sale of NCO Group, Inc. Warrant -- (1,914)
Gain on Sale of collection business (1,481) --
Depreciation and amortization 80 37
Deferred taxes (240) (551)
(Increase)/decrease in assets
Other assets (196) (145)
Increase (decrease) in liabilities
Accounts payable 90 (38)
Accrued expenses and other liabilities (1,195) (2,173)
------- -------
Net cash used in operating activities (2,284) (2,388)
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of NCO Group, Inc. Warrant -- 2,664
Purchases of property and equipment (98) (29)
Proceeds from sale of collection business 3,750 --
Investing activities of discontinued operations (100) --
Cash paid for acquisitions (25) --
------- -------
Net cash provided by investing activities 3,527 2,635
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options 421 75
Repayments of long term debt (1,375) (655)
------- -------
Net cash used in financing activities (954) (580)
------- -------
INCREASE (DECREASE) IN CASH 289 (333)
CASH, BEGINNING OF PERIOD 1,448 1,646
------- -------
CASH, END OF PERIOD $ 1,737 $ 1,313
======= =======
</TABLE>
See notes to condensed consolidated financial statements
5
<PAGE>
CRW FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
1. BACKGROUND:
CRW Financial, Inc. ("CRW" or the "Company") founded Telespectrum Worldwide
Inc. ("TLSP") in April 1996. TLSP is a premier provider of integrated
teleservices and is listed on the Nasdaq National Market System under the symbol
"TLSP". CRW currently owns approximately 6.95 million shares of common stock in
TLSP, subject to certain outstanding warrants to purchase a portion of such TLSP
stock from the Company. If all of such outstanding warrants are exercised by the
holders thereof, the Company will receive approximately $1 million of
consideration and would then hold approximately 6.27 million, or approximately
25%, of the outstanding shares of TLSP common stock. In addition, the Company's
wholly-owned subsidiary, Casino Money Centers, Inc. ("CMC"), provides check
cashing and other financial services to the casino industry.
In June 1998, the Company signed a non-binding memorandum of terms (the
"Memorandum") to merge (the "Merger") into TLSP. The terms of the Merger provide
for each share of CRW common stock to be converted into .709 shares of TLSP
common stock plus the right to receive cash in an amount currently estimated by
the Company to be approximately $0.18 per share based on remaining cash of the
Company after payment of the Company's liabilities. The Company and TLSP are
currently negotiating the terms of a definitive merger agreement.
After attempting to locate a third party buyer for nine months, in May 1998
the Company signed a non-binding letter of intent to sell its CMC subsidiary to
an entity controlled by J. Brian O'Neill, the Company's Chairman of the Board
and Chief Executive Officer, for $2.1 million in cash. If the Company is able to
successfully close this sale of CMC, it expects to record a gain of
approximately $250,000. The parties are currently negotiating the terms of a
definitive purchase agreement.
The Company intends to use the cash proceeds from the sale of CMC to pay
off the Company's liabilities existing at the time of closing of such sale. The
Company's remaining cash on hand after the payment of these liabilities would be
acquired by TLSP in the Merger. As a result, the amount of cash to be paid by
TLSP as partial consideration for each share of CRW common stock in the Merger
will be dependent upon this remaining amount of CRW cash.
The completion of both the Merger of the Company into TLSP and the sale of
CMC remain subject to significant conditions precedent, including without
limitation the negotiation and execution of definitive agreements pertaining to
each transaction, completion of satisfactory due diligence review, obtaining the
approval of the relevant entities' Boards of Directors and special committees
thereof, receipt of fairness opinions from an independent financial advisor to
the Company with respect to the terms of the transactions, and obtaining
shareholder approval. In addition, the 30-day period during which the Company
and TLSP agreed to exclusively negotiate with each other pursuant to the terms
of the Memorandum has expired. Accordingly, there can be no assurance that the
Company will be able to successfully complete either the sale of CMC or the
Merger. In addition, if either transaction is completed, it may not be on the
same terms summarized herein.
2. BASIS OF PRESENTATION:
The accompanying unaudited condensed consolidated financial statements have
been prepared in conformity with generally accepted accounting principles. The
interim financial information, while unaudited, reflects all normal recurring
adjustments which are, in the opinion of management, necessary for a fair
presentation of the interim financial statements. The results for the three
months and six months are not necessarily indicative of results expected for the
full year. These financial statements should be read in conjunction with the
audited financial statements and the notes thereto included in the CRW
Financial, Inc. Annual Report on Form 10-K for the year ended December 31, 1997.
3. BASIC AND DILUTED NET INCOME (LOSS) PER COMMON SHARE
The Company has adopted SFAS No. 128, "Earnings per Share". SFAS No. 128
requires a dual presentation of "Basic" and "Diluted" EPS on the face of the
income statement. Basic EPS is computed by dividing net income (loss) by the
weighted average number of shares of common stock outstanding for the period.
Diluted EPS includes the effect, if any, from the potential exercise or
conversion of securities, such as stock options, which would result in the
issuance of shares of common stock. However, this effect is not included if the
Company has a net loss in the period. The weighted average number of shares of
common stock used for computing basic EPS for the three months ending June 30,
1997 and 1998 was 6,016,042 and 6,743,853, respectively, and was 5,938,926 and
6,451,064 for the six months ended June 30, 1997 and 1998, respectively. The
number of shares used for calculating diluted EPS was the same as the number of
shares used for calculating basic EPS for the three months ended June 30, 1997
and 1998 and for the six months ended June 30, 1998 as a result of net losses
for these periods. For the six months ended June 30, 1997, the Company had net
income and therefore the following reconciliation is presented:
6
<PAGE>
Number of Shares
Six Months Ended
June 30, 1997
----------------
Shares used in Basic EPS 5,938,926
Impact of Options and Warrants 1,484,240
---------
Shares used in Diluted EPS 7,423,166
=========
4. SALE OF COLLECTION BUSINESS:
On February 2, 1997, CRW sold the assets of its Collection Business to NCO
Group, Inc. ("NCOG") for consideration appraised at $12,800,000, consisting of
$3,750,000 in cash, 517,767 shares of NCOG common stock, and a warrant to
purchase 375,000 shares of NCOG common stock at $18.42 per share. CRW recorded
an after-tax gain of $1,481,000 on the sale of the Collection Business. The gain
will not result in the payment of any Federal income taxes as the Company had
sufficient net operating loss carryforwards to offset taxes due on the gain. The
gain on the sale of the Collection Business was recorded as follows (in
thousands):
Fair Market Value of Consideration Paid by NCOG $12,800
Net Assets Sold (7,942)
Retention, Severance Pay and Non-compete Payments (1,339)
Estimated Purchase Price Adjustment (260)
Professional Fees and Accrued Expenses (782)
-------
Gain before income taxes 2,477
Utilization of Net Operating Loss Carryforward (996)
-------
Gain on Sale of Collection Business $1,481
The appraisal of the consideration paid by NCOG indicated that the fair
value of the 517,767 shares of NCOG common stock received by CRW on February 2,
1997 was $8,300,000, or $16.03 per share, and that the fair value of the warrant
to purchase 375,000 shares of NCOG common stock at $18.42 per share was
$750,000.
On July 8, 1997, CRW completed the sale of its 517,767 shares of NCOG
common stock for $18.58 per share, generating net proceeds of $9,623,000. The
sale of the stock resulted in an after-tax gain of approximately $800,000. The
net proceeds from the sale were used to fully retire the Company's $7,500,000 of
bank debt and to reduce other current liabilities of the Company. In February
1998, the Company sold its warrant to purchase NCO Group, Inc. common stock for
approximately $2,664,000, resulting in a gain of approximately $1,914,000.
The Company accounts for its investment in NCOG in accordance with
Statement of Financial Accounting Standards No. 115, "Accounting for Certain
Investments in Debt and Equity Securities" ("SFAS 115"). At June 30, 1997, the
investment in NCOG was classified as available-for-sale and reported at market
value; therefore, any unrealized holding gain or loss was presented as a
separate component of stockholders' equity. As of December 31, 1997, the Company
recorded a $1,263,000 unrealized gain on its investment in NCOG based on NCOG's
December 31, 1997 common stock price of $21.79 per share.
7
<PAGE>
5. INVESTMENT IN TELESPECTRUM WORLDWIDE INC.
The Company's common stock investment in TLSP is accounted for on the
equity method. The net investment balance at June 30, 1998 is $12,042,000. The
condensed financial information of TLSP for the six months ended June 30, 1997
and 1998 are as follows (in thousands):
Condensed Statement of Operations Information:
1998 1997
-------- --------
Revenue $ 79,915 $ 93,460
Operating Income (loss) (12,501) 1,758
Net Income (loss) (12,708) 2,080
Condensed Balance Sheet Information:
Current Assets $ 37,822 $ 51,949
Non-current Assets 61,678 255,262
Current Liabilities 25,321 27,547
Non-current Liabilities 4,659 37,125
Stockholders' Equity 69,520 242,539
During the six months ended June 30, 1998 certain warrant holders
exercised warrants to purchase 75,445 shares of TLSP common stock from the
Company pursuant to the cashless exercise provisions of the warrants, whereby
the warrants were cancelled in exchange for 45,974 shares of TLSP common stock.
After this exercise, CRW owned 6,946,583 shares of TLSP common stock. If all the
remaining warrants to purchase TLSP stock are exercised, CRW will receive
approximately $1,017,000 of consideration and would then own 6,268,173 shares of
TLSP common stock.
6. DISCONTINUED OPERATIONS:
Below is a summary of the operating results for the Collection Business,
which as discussed in Note 4 was sold on February 2, 1997 and has been
classified as a discontinued operation. (In thousands)
Six Months Ended
June 30, 1997
----------------
Net Revenues $2,006
Operating Expenses 2,101
------
Operating Loss (95)
Income Taxes 36
------
Loss from discontinued operations $ (59)
======
7. COMMON STOCK EQUIVALENTS
As of June 30, 1998, the Company had outstanding the following common stock
equivalents:
Number of Aggregate
Common Stock Exercise
Equivalents Proceeds
------------ ----------
Incentive and non-qualified options
to purchase common stock 1,205,000 $2,435,450
Convertible subordinated note 412,601 669,789
Warrants to purchase common stock 362,500 1,002,875
--------- ----------
1,980,101 $4,108,114
========= ==========
All of the common stock equivalents listed above are exercisable.
8
<PAGE>
8. COMPREHENSIVE INCOME:
The Company has adopted SFAS No. 130 "Reporting Comprehensive Income,"
which is effective for financial statements issued for fiscal years beginning
after December 15, 1997. The Company's comprehensive income includes net income
and an unrealized holding gain on its investment in NCO Group, Inc. (See Note
4). Total comprehensive income (loss) for the six months ended June 30, 1998 and
1997 was $(828,000) and $2,869,000, respectively.
9. LOSS OF MAJOR CUSTOMER
CMC's largest client, the Oneida Casino, terminated its relationship with
CMC in May 1998. CMC's Oneida location generated revenue of approximately
$1,076,000 and $766,000 for the six months ended June 30, 1997 and 1998. In
addition, such revenues generated income in excess of CMC's total operating
income for the six months ended June 30, 1997 and 1998.
9
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Below is a summary of operating results (in thousands) for the Company's
two continuing business segments, CRW Financial, Inc. and Casino Money Centers,
Inc.
Three Months Ended June 30, 1998
----------------------------------------
CRW Casino
Financial Money Centers Total
--------- ------------- ------
Net Revenues $ -- $1,310 $1,310
Operating Expenses,
excluding non-cash charges 132 1,208 1,340
Depreciation and Amortization 3 16 19
----- ------ ------
Operating (Loss) Income $(135) $ 86 $ (49)
===== ====== ======
Three Months Ended June 30, 1997
----------------------------------------
CRW Casino
Financial Money Centers Total
--------- ------------- ------
Net Revenues $ -- $1,280 $1,280
Operating Expenses,
excluding non-cash charges 743 1,147 1,890
Depreciation and Amortization 25 16 41
----- ------ ------
Operating (Loss) Income $(768) $ 117 $ (651)
====== ====== ======
Three Months Ended June 30, 1998 and June 30, 1997
Net Revenues. Net revenues for the three months ended June 30, 1998
increased $30,000 (2%) to $1,310,000 from $1,280,000 for the three months ended
June 30, 1997, primarily due to the opening of a new CMC facility at the Tualip
Casino in Seattle Washington, offset by the loss of one month of revenue from
the Oneida Casino facility. The Oneida Casino terminated its relationship with
CMC in May 1998.
Operating Expenses. Operating expenses decreased $572,000 (30%) to
$1,359,000 for the three months ended June 30, 1998 from $1,931,000 for the
three months ended June 30, 1997, primarily due to a $633,000 decrease in CRW's
expenses, partially offset by a $61,000 increase in CMC's expenses. The decrease
in CRW's expenses was primarily due to litigation related costs and other
overhead in 1997. The increase in CMC's expenses was primarily due to the new
facility at the Tulalip Casino.
Depreciation and amortization expenses decreased $22,000 to $19,000 for the
three months ended June 30, 1998 from $41,000 for the three months ended June
30, 1997 due to assets which became fully depreciated in late 1997 and early
1998.
Operating Loss. The Company generated an operating loss of $49,000 for the
three months ended June 30, 1998 compared to an operating loss of $651,000 for
the three months ended June 30, 1997 due to CMC's $30,000 increase in revenue
and the $572,000 decrease in operating expenses.
Interest (Income) Expense. Interest income was $(2,000) for the three
months ended June 30, 1998 compared to $187,000 of interest expense for the
three months ended June 30, 1997. The decrease in interest expense was due to
the repayment of all of the Company's bank debt in 1997.
Income Tax Benefit. The income tax benefit was $340,000 for the three
months ended June 30, 1998 compared to $347,000 for the three months ended June
30, 1997, reflecting effective tax rates of approximately 40% and 38%,
respectively.
10
<PAGE>
Six Months Ended June 30, 1998
----------------------------------------
CRW Casino
Financial Money Centers Total
--------- ------------- ------
Net Revenues $ -- $2,968 $2,968
Operating Expenses,
excluding non-cash charges 289 2,650 2,939
Depreciation and amortization 6 31 37
------ ------ ------
Operating Income (loss) $ (295) $ 287 $ (8)
====== ====== ======
Six Months Ended June 30, 1997
----------------------------------------
CRW Casino
Financial Money Centers Total
--------- ------------- ------
Net Revenues $ -- $2,546 $2,546
Operating Expenses,
excluding non-cash charges 1,095 2,339 3,434
Depreciation and amortization 50 30 80
------- ------ ------
Operating Income (loss) $(1,145) $ 177 $ (968)
======= ====== ======
Six Months Ended June 30, 1998 and June 30, 1997
Net Revenues. Net revenues for the six months ended June 30, 1998 increased
$422,000 (17%) to $2,968,000 from $2,546,000 for the six months ended June 30,
1997 primarily due to a new CMC facility at the Tulalip Casino in Seattle,
Washington which opened in September 1997.
Operating Expenses. Operating expenses decreased $538,000 (15%) to
$2,976,000 for the six months ended June 30, 1998 from $3,514,000 for the six
months ended June 30, 1997 primarily due to an $850,000 decrease in CRW's
expenses, partially offset by a $312,000 increase in CMC's expenses. The
decrease in CRW's expenses was primarily due to litigation costs and other
overhead in 1997. The increase in CMC's expenses was primarily due to the new
facility at the Tulalip Casino.
Depreciation and amortization expenses decreased $43,000 to $37,000 for the
six months ended June 30, 1998 from $80,000 for the six months ended June 30,
1997 due to fixed assets which became fully depreciated in late 1997 and early
1998.
Operating Loss. The Company generated an operating loss of $8,000 for the
six months ended June 30, 1998 compared to an operating loss of $968,000 for the
six months ended June 30, 1997 due to the $422,000 increase in net revenues and
the $538,000 decrease in operating expenses.
Interest Expense. Interest expense decreased $387,000 to $6,000 for the six
months ended June 30, 1998 from $393,000 for the six months ended June 30, 1997
due to the repayment of all of the Company's bank debt in 1997.
Income Tax Benefit. The income tax benefit was $551,000 for the six months
ended June 30, 1998 compared to $240,000 for the six months ended June 30, 1997.
The effective tax rate was approximately 40% and 38%, respectively.
11
<PAGE>
INFLATION
Inflation has not had a significant impact on the Company's operations to
date.
LIQUIDITY AND CAPITAL RESOURCES
During the six months ended June 30, 1998 net cash used in operating
activities was $2,388,000 compared to $2,284,000 for the six months ended June
30, 1997. The increase in cash used in operating activities in the 1998 period
was primarily due to a reduction in accrued expenses of $2,173,000 in 1998.
Net cash provided by investing activities was $2,635,000 during the six
months ended June 30, 1998 and consisted primarily of $2,664,000 of cash
generated from the sale of the Company's NCO Group, Inc. warrant. Net cash used
in investing activities for the six months ended June 30, 1997 was $3,527,000
and consisted primarily of $3,750,000 of cash proceeds from the Company's sale
of the collection business.
Net cash used in financing activities during the six months ended June 30,
1998 was $580,000 due to the repayment of $655,000 of long-term debt, offset by
$75,000 of proceeds from the exercise of stock options. Net cash used in
financing activities was $954,000 for the six months ended June 30, 1997 and
consisted of $1,375,000 to repay long-term debt and $421,000 of proceeds from
the exercise of stock options.
CRW believes that its existing cash on hand and cash anticipated to be
generated from exercises of outstanding options and warrants to purchase CRW's
common stock will be adequate to meet its needs for at least the next twelve
months. In connection with the Company's repayment of its $7,500,000 of bank
debt in 1997 (see Note 4), the Company's line of credit with that bank was
terminated.
12
<PAGE>
PART II - OTHER INFORMATION
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Number Document
------ --------
3.1 Restated Certificate of Incorporation of the Company (1)
3.2 Amendment to Restated Certificate of Incorporation
of the Company (2)
3.3 Amended Bylaws of the Company (3)
27 Financial Data Schedule
(1) Filed as an Exhibit to the Company's Form 10-K for the fiscal
year ended December 31, 1995 and incorporated herein by
reference.
(2) Filed as an Exhibit to the Company's Form 10-K for the fiscal
year ended December 31, 1996 and incorporated herein by
reference.
(3) Filed as an Exhibit to the Company's Registration Statement on
Form S-1 (File No. 33-62700) and incorporated herein by
reference.
(b) The Company filed a Form 8-K on June 22, 1998 pursuant to
Item 5 of such form relating to its non-binding memorandum of
terms to merge with TeleSpectrum Worldwide Inc.
13
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CRW FINANCIAL, INC.
(Registrant)
Date: August 14, 1998 /s/ Jonathan P. Robinson
-----------------------
Jonathan P. Robinson,
Chief Financial Officer
14
<PAGE>
EXHIBIT INDEX
-------------
Number Document
------ --------
3.1 Restated Certificate of Incorporation of the Company (1)
3.2 Amendment to Restated Certificate of Incorporation
of the Company (2)
3.3 Amended Bylaws of the Company (3)
27 Financial Data Schedule
(1) Filed as an Exhibit to the Company's Form 10-K for the fiscal
year ended December 31, 1995 and incorporated herein by
reference.
(2) Filed as an Exhibit to the Company's Form 10-K for the fiscal
year ended December 31, 1996 and incorporated herein by
reference.
(3) Filed as an Exhibit to the Company's Registration Statement on
Form S-1 (File No. 33-62700) and incorporated herein by
reference.
15
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 1,313
<SECURITIES> 0
<RECEIVABLES> 379
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,692
<PP&E> 247
<DEPRECIATION> 0
<TOTAL-ASSETS> 17,249
<CURRENT-LIABILITIES> 868
<BONDS> 0
0
0
<COMMON> 65
<OTHER-SE> 10,521
<TOTAL-LIABILITY-AND-EQUITY> 17,249
<SALES> 2,968
<TOTAL-REVENUES> 2,968
<CGS> 2,976
<TOTAL-COSTS> 2,976
<OTHER-EXPENSES> 1,365
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 6
<INCOME-PRETAX> (1,379)
<INCOME-TAX> (551)
<INCOME-CONTINUING> (828)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (828)
<EPS-PRIMARY> (0.13)
<EPS-DILUTED> (0.13)
</TABLE>
