1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-Q
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the second quarterly period ended July 3, 1998
PIA MERCHANDISING SERVICES, INC.
19900 MacArthur Blvd., Suite 900, Irvine, CA 92612
Registrant's telephone number: (714) 476-2200
Commission file number 0-27824
I.R.S. Employer Identification No.: 33-0684451
State of Incorporation: Delaware
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: [X] Yes
On August 10, 1998, there were 5,464,721 shares of Common Stock outstanding.
2
PIA Merchandising Services, Inc.
Index
PART I: FINANCIAL INFORMATION
Item 1: Financial Statements
Condensed Consolidated Balance Sheets
as of December 31, 1997 and
July 3, 1998 (Unaudited).....................................3
Condensed Consolidated Statements of Operations
Three Months and Six Months Ended
June 30, 1997 (Unaudited) and July 3, 1998 (Unaudited).......4
Condensed Consolidated Statements of Cash Flows
Six Months Ended June 30, 1997 (Unaudited)
and July 3, 1998 (Unaudited).................................5
Notes to Condensed Consolidated Financial
Statements (Unaudited).......................................6
Item 2: Management's Discussion and Analysis of Financial
Condition and Results of Operations.................................8
Risk Factors.......................................................16
PART II: OTHER INFORMATION
Item 2: Changes in Securities and Use of Proceeds..........................18
Item 4: Submission of Matters to a Vote of Security Holders................18
Item 6: Exhibits and Reports on Form 8-K...................................20
SIGNATURES....................................................................21
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PART I: FINANCIAL INFORMATION
Item 1: Financial Statements
PIA MERCHANDISING SERVICES, INC.
- -------------------------------------------------------------------------------
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
December 31, July 3,
1997 1998
------------ ----------
(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 12,987 $ 9,539
Accounts receivable, net of allowance for doubtful
accounts and other of $1,451 and $1,450 for 1997
and 1998, respectively 16,053 17,485
Federal income tax refund receivable 2,905 --
Prepaid expenses and other current assets 816 738
-------- --------
TOTAL CURRENT ASSETS 32,761 27,762
PROPERTY AND EQUIPMENT, NET (NOTE 3) 2,416 2,222
-------- --------
INVESTMENTS AND OTHER ASSETS:
Investment in affiliate 418 495
Other assets 872 620
-------- --------
TOTAL OTHER ASSETS 1,290 1,115
-------- --------
TOTAL ASSETS $ 36,467 $ 31,099
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 3,442 $ 315
Other current liabilities 13,334 12,501
Income taxes payable 47 75
-------- --------
TOTAL CURRENT LIABILITIES 16,823 12,891
LONG-TERM LIABILITIES 966 218
-------- --------
TOTAL LIABILITIES 17,789 13,109
-------- --------
STOCKHOLDERS' EQUITY:
Common stock and additional paid-in-capital 33,488 33,748
Retained earnings (accumulated deficit) (11,806) (12,754)
Less: Treasury stock (3,004) (3,004)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 18,678 17,990
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 36,467 $ 31,099
======== ========
See accompanying notes.
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PIA MERCHANDISING SERVICES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
- -------------------------------------------------------------------------------
(Unaudited)(In thousands, except per share data)
Three Months Ended Six Months Ended
------------------- --------------------
June 30, July 3, June 30, July 3,
1997 1998 1997 1998
-------- -------- -------- --------
Net Revenues $ 31,643 $ 33,945 $ 60,999 $ 68,684
-------- -------- -------- --------
Operating Expenses:
Field service costs 29,638 28,255 56,007 58,044
Selling expenses 2,507 2,087 5,061 4,366
General and administrative
expenses 2,236 3,408 4,685 6,956
Depreciation and amortization 262 275 459 557
-------- -------- -------- --------
Total operating expenses 34,643 34,025 66,212 69,923
-------- -------- -------- --------
Operating Loss (3,000) (80) (5,213) (1,239)
Other Income:
Interest income, net 218 111 449 239
Equity in earnings of
affiliate 28 57 52 77
-------- -------- -------- --------
Total other income 246 168 501 316
-------- -------- -------- --------
Income (Loss) Before Benefit
(Provision) For Income Taxes (2,754) 88 (4,712) (923)
Benefit (Provision) For
Income Taxes 812 (12) 1,602 (24)
-------- -------- -------- --------
Net Income (Loss) $ (1,942) $ 76 $ (3,110) $ (947)
======== ======== ======== ========
Basic Earnings per share $ (0.35) $ 0.01 $ (0.54) $ (0.18)
======== ======== ======== ========
Diluted Earnings per share $ (0.35) $ 0.01 $ (0.54) $ (0.18)
======== ======== ======== ========
Basic Weighted
Average Common Shares 5,531 5,427 5,714 5,410
======== ======== ======== ========
Diluted Weighted
Average Common Shares 5,531 5,557 5,714 5,410
======== ======== ======== ========
See accompanying notes.
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PIA MERCHANDISING SERVICES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
- -------------------------------------------------------------------------------
(UNAUDITED) (IN THOUSANDS)
Six Months Ended
----------------------
June 30, July 3,
1997 1998
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (3,110) $ (947)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation and amortization 459 557
Provision for doubtful receivables & other, net 326 512
Equity in earnings of affiliate (52) (77)
Changes in operating assets and liabilities:
Accounts receivable 4,470 (1,432)
Federal income tax refund receivable -- 2,801
Prepaid expenses and other (2,416) 120
Accounts payable and other liabilities 1,865 (4,839)
Income taxes payable (111) 28
-------- --------
Net cash provided by (used in) operating activities 1,431 (3,277)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (163) (263)
Capitalization of software development costs (166) --
-------- --------
Net cash used in investing activities (329) (263)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repurchase of Treasury Stock (2,977) --
Proceeds from issuance of common stock, net 62 92
-------- --------
Net cash provided by (used in) financing activities (2,915) 92
NET DECREASE IN CASH AND
CASH EQUIVALENTS (1,813) (3,448)
CASH AND CASH EQUIVALENTS:
Beginning of period 19,519 12,987
-------- --------
End of period $ 17,706 $ 9,539
======== ========
SUPPLEMENTAL DISCLOSURES OF CASH
FLOW INFORMATION:
Cash paid for income taxes $ 98 $ 20
======== ========
SUPPLEMENTAL DISCLOSURES OF NON-CASH
FLOW INFORMATION:
Common stock issued as payment for accrued incentive $ -- $ 168
======== ========
See accompanying notes.
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PIA MERCHANDISING SERVICES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. Basis of Presentation
The accompanying unaudited condensed consolidated 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 of the 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. This financial information should be read in conjunction with
the consolidated financial statements and notes thereto for the year
ended December 31, 1997, included in the Company's Annual Report on Form
10-K for the year ended December 31, 1997. The results of operations for
the interim periods are not necessarily indicative of the operating
results for the year.
Certain amounts have been reclassified in the prior years' consolidated
financial statements in order to conform with the current year's
presentation.
2. Change in Accounting Periods
Effective January 1, 1998, the Company changed its accounting period for
financial statement purposes from a calendar year to a 52/53 week fiscal
year. Beginning with fiscal year 1998, the Company's fiscal year will
end on the Friday closest to December 31. Interim fiscal quarters will
end on the Friday closest to the calendar quarter end.
The Company does not believe that this change has a material impact on
the financial statements.
3. Property and Equipment
Property and equipment consist of the following (in thousands):
December 31, July 3,
1997 1998
------------ --------
Equipment $ 3,680 $ 3,737
Furniture and fixtures 662 718
Leasehold improvements 160 160
Capitalized software development costs 902 902
------- -------
5,404 5,517
Less: Accumulated depreciation and amortization (2,988) (3,295)
------- -------
$ 2,416 $ 2,222
======= =======
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PIA MERCHANDISING SERVICES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
4. Recent Accounting Pronouncements
Earnings Per Share - The Company has adopted SFAS No. 128, Earnings per
Share, which replaces the presentation of "Primary" earnings per share
with "Basic" earnings per share and the presentation of "Fully Diluted"
earnings per share with "Diluted" earnings per share. Prior periods have
been restated to reflect the change in presentation.
Basic earnings per share amounts are based upon the weighted-average
number of common shares outstanding. Diluted earnings per share amounts
are based upon the weighted-average number of common and potential
common shares for each period presented. Potential common shares include
stock options, using the treasury stock method.
New Accounting Pronouncements -In the quarter ended April 3, 1998, the
Company adopted SFAS No. 130, Reporting Comprehensive Income. Any
difference between comprehensive income (loss) and net income (loss) for
the three months and six months ended July 3, 1998 was considered
immaterial. For the fiscal year ending January 1, 1999, the Company will
adopt SFAS No. 131, Disclosures About Segments of an Enterprise and
Related Information, SFAS No. 132, Employers' Disclosures About Pensions
and Other Postretirement Benefits, and SFAS No. 133, Accounting for
Derivative Instruments and Hedging Activities. The Company does not
believe that the adoption of these pronouncements will have a material
impact.
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ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW
PIA Merchandising Services, Inc. (the "Company" or "PIA") provides merchandising
services to manufacturers and retailers principally in grocery, mass
merchandiser, chain, and discount drug stores. For the quarter ended July 3,
1998, compared to quarter ended June 30, 1997, the Company generated
approximately 56% and 80% of its net revenues from manufacturer clients and 44%
and 20% from retailer clients, respectively. For the six months ended July 3,
1998, compared to six months ended June 30, 1997, the Company generated
approximately 60% and 85% of its net revenues from manufacturer clients and 40%
and 15% from retailer clients, respectively.
The Company's profitability has been adversely affected by the loss
of shared service accounts. The shared service business has historically
required a significant fixed management and personnel infrastructure. Due in
part to performance issues, industry consolidation and increased competition,
the Company lost a number of shared service accounts in the last half of 1996,
which continued into 1997 and 1998.
During 1998, the Company restructured its operations to address the significant
fixed management infrastructure and rationalize the field organization. This
restructure creates a flexible field deployment organization that allows the
Company to react to fluctuations in business volume. The restructure resulted in
a field organization that is aligned along functional lines of selling and
execution. In addition, new scheduled deployment, labor tracking, and work
generation systems now in place will continue to have a beneficial impact on
managing the direct labor costs.
The Company has experienced an increase in the demand for dedicated client
services, and has significantly increased business with two major customers. The
net revenues associated with dedicated clients increased, as a percentage of
overall net revenues, from 14.2% in the second quarter of 1997 to 37.5% in the
second quarter of 1998. The net revenues associated with dedicated clients
increased, as a percentage of overall net revenues, from 20.2% in the six months
ended June 30, 1997 to 33.5% in the six months ended July 3, 1998. Contracts
with these dedicated clients are expected to continue through out 1998 and
beyond; however, revenue may not be at historical levels due to the changing mix
of projects, store initiatives and the completion of some projects.
PIA's quarterly results of operations are subject to certain variability related
to the timing of retailer-mandated activity and the receipt of commissions.
Retailer-mandated activity is typically higher in the second and third quarters
of the year due to retailer scheduling of activity in off-peak shopping periods.
In addition, new product introductions increase during such periods which
require the reset of categories as the new products gain distribution. In the
dedicated services business, PIA provides each manufacturer or retailer client
with an organization, including a management team, which works exclusively for
that client.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (continued)
The amount of commissions earned by PIA under its commission-based contracts,
typically averaging 13% to 17% of total net revenues, varies seasonally, and
generally corresponds to the peak selling seasons of the clients that have
entered into these types of contracts. Historically, the Company has recognized
greater commission income in the second and fourth quarters. See "Risk Factors
- -- Uncertainty of Commission Income."
RESULTS OF OPERATIONS
THREE MONTHS ENDED JULY 3, 1998 COMPARED TO THREE MONTHS ENDED JUNE 30, 1997
NET REVENUES
Net revenues for the quarter ended July 3, 1998 increased from the comparable
period of 1997 due to an increase in dedicated client net revenues. For the
second quarter of 1998, net revenues were $33.9 million compared to $31.6
million in the second quarter of 1997, a 7.3% increase.
The following table sets forth net revenues by client type as a percentage of
net revenues for the periods indicated:
Three Months Ended
---------------------------------------------------
June 30, 1997 July 3, 1998 Change
(amounts in millions) Amount % Amount % %
----------------- ---------------- ---------
Shared service and
project client net revenues $27.1 85.8% $21.2 62.5% (21.8)%
Dedicated client net revenues 4.5 14.2 12.7 37.5 182.2%
----- ----- ----- ----- -----
Net revenues $31.6 100.0% $33.9 100.0% 7.3%
===== ===== ===== ===== =====
The Company's dedicated client net revenues have grown from $4.5 million in the
second quarter of 1997 to $12.7 million in the second quarter of 1998, a 182.2%
increase. This increase in dedicated client net revenues resulted from two major
new clients. The increase in dedicated client net revenues for the second
quarter of 1998 compared to 1997 resulted from an increase in revenue from two
major new dedicated clients of $5.0 million, and an increase in revenue from
existing dedicated clients of $3.2 million.
Shared service and project client net revenues have decreased from $27.1 million
in the second quarter of 1997 to $21.2 million in the second quarter of 1998, a
21.8% decrease. Shared service and project client net revenues as a percentage
of net revenues decreased as dedicated client net revenues continue to grow at a
faster rate than the loss of shared service client revenue.
The decrease in shared service and project client account revenues for the
second quarter of 1998 compared to 1997 resulted from an increase in revenue
from new clients of $2.4 million, offset by a decrease in revenue from existing
shared service and project client accounts of $4.2 million, and by a decrease in
revenue of $4.1 million from clients no longer with the Company.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (continued)
OPERATING EXPENSES
The following table sets forth the operating expenses as a percentage of net
revenues for the periods indicated:
Three Months Ended
------------------------------------------------------
(amounts in millions) June 30, 1997 July 3, 1998 Change
Amount % Amount % %
------ ----- ----- ----- -------
Field service costs $29.6 93.7% $28.2 83.2% (4.7)%
Selling expenses 2.5 7.9 2.1 6.2 (16.0)
General and administrative expenses 2.2 7.0 3.4 10.0 54.5
Depreciation and amortization 0.3 0.9 0.3 0.9 0.0
----- ----- ----- ----- ----
Total Operating Expenses $34.6 109.5% $34.0 100.1% (1.7)%
===== ===== ===== ===== ====
For the second quarter of 1998, field service costs decreased $1.4 million, or
4.7%, to $28.2 million, as compared to $29.6 million in the second quarter of
1997. Field service costs are comprised principally of field labor and related
costs and overhead expenses required to provide services to both shared and
dedicated service clients.
As a percentage of net revenues, field service costs in the second quarter of
1998 decreased to 83.2% from 93.7% in the same period last year. The decrease in
field service costs in the second quarter of 1998 is due primarily to a
reduction of direct labor costs from a restructuring of the Company's
operations, improvement of labor productivity, initial implementation of labor
scheduling systems, reorganization of field divisions, and customer
rationalization.
For the quarter ended July 3, 1998, selling expenses decreased $0.4 million, or
16.0%, to $2.1 million compared to $2.5 million in the same period last year. As
a percentage of net revenues, selling expenses decreased to 6.2% in the second
quarter of 1998, compared to 7.9% in the second quarter of 1997. This decrease
in costs, both in dollars and as a percentage of net revenues, is a result of a
reduction in salaries and related expenses.
General and administrative expenses increased 54.5% in the second quarter of
1998 to $3.4 million, compared to $2.2 million in the same period of 1997. The
increase in general and administrative costs was due primarily to additional
salaries and benefits resulting from increasing the financial, information
systems and management infrastructure, and higher consulting costs necessary
to implement the Company's restructure program.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (continued)
OTHER INCOME
Interest income decreased in the second quarter of 1998, as compared to the
second quarter of 1997, due to lower cash balances available for investment in
1998.
Equity in earnings of affiliate represents the Company's share of the earnings
of Ameritel, Inc., a full service telemarketing company.
BENEFIT FROM INCOME TAXES
The income tax benefit of $0.8 million in the second quarter of 1997 represents
an effective tax rate of 29.5%. There was no material income tax impact for the
second quarter of 1998.
NET INCOME (LOSS)
The Company had net income of approximately $0.1 million in the second quarter
of 1998 or $0.01 per basic and diluted share compared to a net loss of
approximately $1.9 million, or $0.35 per basic and diluted share, in the second
quarter of 1997. The income generated in the second quarter is primarily a
result of a growth in dedicated client revenues, a reduction in field service
costs from implementing the Company's restructure program, and a reduction in
selling expenses partially offset by higher general and administrative costs
from increasing the management infrastructure.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (continued)
RESULTS OF OPERATIONS
SIX MONTHS ENDED JULY 3, 1998 COMPARED TO SIX MONTHS ENDED JUNE 30, 1997
NET REVENUES
Net revenues for the six months ended July 3, 1998 increased from the comparable
period of 1997 due to an increase in dedicated client net revenues. For the
first six months of 1998, net revenues were $68.7 million compared to $61.0
million in the first six months of 1997, a 12.6% increase.
The following table sets forth net revenues by client type as a percentage of
net revenues for the periods indicated:
Six Months Ended
-----------------------------------------------
June 30, 1997 July 3, 1998 Change
(amounts in millions) Amount % Amount % %
------ ------ ------ ------ ------
Shared service and
project client net revenues $48.7 79.8% $45.7 66.5% (6.2)%
Dedicated client net revenues 12.3 20.2 23.0 33.5 87.0
----- ----- ----- ----- ----
Net revenues $61.0 100.0% $68.7 100.0% 12.6%
===== ===== ===== ===== ====
The Company's dedicated client net revenues have grown from $12.3 million in the
first six months of 1997 to $23.0 million in the first six months of 1998, an
87.0% increase. The increase in dedicated client net revenues for the first six
months of 1998 compared to 1997 resulted from an increase in revenue from two
major new clients of $9.7 million, and an increase in revenue from existing
dedicated clients of $1.0 million.
Shared service and project client net revenues have decreased from $48.7 million
in the first six months of 1997 to $45.7 million in the first six months of
1998, a 6.2% decrease. Shared service and project client net revenues as a
percentage of net revenues decreased as dedicated client net revenues continue
to grow at a faster rate than the loss of shared service client revenue.
The decrease in shared service and project client net revenues for the first six
months of 1998 compared to 1997 resulted from an increase in revenue from new
clients of $3.9 million, a decrease in revenue from existing shared service and
project client accounts of $0.6 million, and a decrease in revenue of $6.3
million from clients no longer with the Company.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (continued)
OPERATING EXPENSES
The following table sets forth the operating expenses as a percentage of net
revenues for the periods indicated:
Six Months Ended
-------------------------------------------------
(amounts in millions) June 30, 1997 July 3, 1998 Change
Amount % Amount % %
------ ----- ------ ----- -------
Field service costs $56.0 91.8% $58.0 84.4% 3.6
Selling expenses 5.1 8.4 4.4 6.4 (13.7)
General and administrative expenses 4.7 7.7 7.0 10.2 48.9
Depreciation and amortization 0.4 0.7 0.5 0.7 25.0
----- ----- ----- ----- ----
Total Operating Expenses $66.2 108.6% $69.9 101.7% 5.6%
===== ===== ===== ===== ====
For the first six months of 1998, field service costs increased $2.0 million, or
3.6%, to $58.0 million, as compared to $56.0 million for the first six months of
1997. Field service costs are comprised principally of field labor and related
costs and overhead expenses required to provide services to both shared and
dedicated service clients.
The increase in field service costs for the six months ended July 3, 1998 is due
primarily to an increase in the volume of labor hours necessary to support the
revenue growth offset by significant labor efficiency savings from utilizing the
new deployment tracking systems.
For the six months ended July 3, 1998, selling expenses decreased $0.7 million,
or 13.7%, to $4.4 million compared to $5.1 million in the same period last year.
As a percentage of net revenues, selling expenses decreased to 6.4% in the first
six months of 1998, compared to 8.4% in the first six months of 1997. This
decrease in costs, both in dollars and as a percentage of net revenues, is a
result of a reduction in salaries and related expenses.
General and administrative expenses increased 48.9% in the first six months of
1998 to $7.0 million, compared to $4.7 million in the same period of 1997. The
increase in general and administrative costs was due primarily to additional
salaries and benefits resulting from increasing the financial, information
systems and management infrastructure, and higher consulting costs necessary
to implement the Company's restructure program.
Depreciation and amortization expenses increased for the six months ended July
3, 1998, as compared to the same period of 1997, as a result of additional
depreciation from completed software development in the third quarter ended
September 30, 1997.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (continued)
OTHER INCOME
Interest income decreased in the first six months of 1998, as compared to the
same period last year, due to lower cash balances available for investment in
1998.
Equity in earnings of affiliate represents the Company's share of the earnings
of Ameritel, Inc., a full service telemarketing company.
BENEFIT FROM INCOME TAXES
The income tax benefit of $1.6 million for the six months ended June 30, 1997,
represents an effective tax rate of 34.0%. There was no material income tax
impact for the first six months of 1998.
NET INCOME (LOSS)
The Company incurred a net loss of approximately $0.9 million in the first six
months of 1998, or $0.18 per basic and diluted share, compared to a net loss of
approximately $3.1 million, or $0.54 per basic and diluted share, in the first
six months of 1997. The current year's improved performance is due to new labor
deployment systems and controls and a reduction in field service costs.
NEW FINANCIAL MODEL
The Company has developed a new financial model to assist in the understanding
of the operating results and impact of various cost functions within the
organization. This model follows more standard metrics and allows the Company to
analyze and manage at the business unit level. The following table illustrates
this financial model for the quarter and six month periods ended June 30, 1997
and July 3, 1998.
Three Months Ended Six Months Ended
---------------------------------------- ----------------------------------------
(amounts in millions) JUNE 30, 1997 JULY 3, 1998 JUNE 30, 1997 JULY 3, 1998
Amount % Amount % Amount % Amount %
------ ---- ------ ----- ------- ---- ------ -----
Net revenues $31.6 100% $33.9 100% $61.0 100% $68.7 100%
Direct business unit field expense 24.2 76.6 23.9 70.5 45.1 73.9 49.5 72.1
---- ---- ---- ---- ---- ---- ---- ----
Gross margin 7.4 23.4 10.0 29.5 15.9 26.1 19.2 27.9
Overhead and allocated field expense 6.5 20.6 5.7 16.8 13.4 22.0 11.7 17.0
---- ---- ---- ---- ---- ---- ---- ----
Business unit margin 0.9 2.8 4.3 12.7 2.5 4.1 7.5 10.9
Selling, general and administrative expenses 3.6 11.3 4.1 12.1 7.3 (12.0) 8.2 11.9
---- ---- ---- ---- ---- ---- ---- ----
Earnings (loss) before interest, taxes,
depreciation and amortization (EBITDA) $(2.7) (8.5%) $ 0.2 0.6% $(4.8) (7.9%) $(0.7) (1.0%)
---- ---- ---- ---- ---- ---- ---- ----
Management expects to continue to review the business results on the basis of
the comparable financial statement format contained in this Form 10-Q until the
second quarter ending April 2, 1999, when comparisons can be made utilizing the
new financial model.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (continued)
LIQUIDITY AND CAPITAL RESOURCES
In March 1997, the Company's Board of Directors approved a stock repurchase
program under which the Company was authorized to repurchase up to 1,000,000
shares of Common Stock from time to time in the open market, depending on market
conditions. This program was funded by proceeds from the initial public
offering. As of July 14, 1997, the Company repurchased an aggregate of 507,000
shares of Common Stock for an aggregate price of approximately $3.0 million. No
further repurchases are currently planned.
Cash and cash equivalents totaled $13.0 million at December 31, 1997 compared
with $9.5 million at July 3, 1998. At December 31, 1997 and July 3, 1998 the
Company had working capital of $15.9 million and $14.9 million, respectively,
and current ratios of 1.9 and 2.2 respectively.
Net cash used in operating activities for the six months ended July 3, 1998 was
$3.3 million, compared to cash provided by operating activities of $1.4 million
for the comparable period in 1997. This use of cash for operating activities in
1998 resulted primarily from an increase in accounts receivables, a decrease in
accounts payable and other liabilities, and a net operating loss offset by a
decrease in Federal income tax refund receivable. The increase in accounts
receivable during the six months ended July 3, 1998 was the result of an
increase in net revenues. Net cash used in investing activities for the six
months ended June 30, 1997 and July 3, 1998 was $0.3 million. Net cash generated
by financing activities for the six month period ended July 3, 1998 was $0.1
million, compared to net cash used in financing activities for the six month
period ended June 30, 1997 of $2.9 million. This net increase was the result of
the repurchase of $3.0 million of Common Stock in the first six months of 1997.
The above activity resulted in a net decrease in cash and cash equivalents of
$1.8 million for the six month period ended June 30, 1997, compared to a net
decrease of $3.4 million for the comparable period in 1998.
The Company's current liquidity is provided by cash and cash equivalents and the
timely collection of its receivables. The Company currently has no committed
credit facility available for working capital needs. Management believes that
cash and cash equivalents and the timely collection of its receivables will be
sufficient to provide for ongoing working capital needs and generally fund the
ongoing operations of the business over the next twelve months.
YEAR 2000 SOFTWARE COSTS
The Company has conducted a review of its computer systems to identify those
areas that could be affected by the "Year 2000" issues and is developing an
implementation plan to resolve these issues. The Company presently believes,
with modifications to existing software and conversions to new software, the
Year 2000 problem will not pose significant operational problems and is not
anticipated to be material to the Company's financial position or results of
operations in any given year.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (continued)
FORWARD-LOOKING STATEMENTS
This quarterly report contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, that involve risks and
uncertainties. In addition, the Company may from time to time make oral
forward-looking statements. Actual results are uncertain and may be impacted by
various factors. In particular, certain risks and uncertainties that may impact
the accuracy of the forward-looking statements include the Company's history of
losses, loss of business, concentrated client base and uncertainty of commission
income. As a result, the actual results may differ materially from those
projected in the forward-looking statements.
RISK FACTORS
It is recommended that this Form 10-Q be read in conjunction with the Company's
1997 Annual Report on Form 10-K. The following risk factors should also be
carefully reviewed in addition to the other information contained in this Form
10-Q.
HISTORY OF LOSSES
During the years ended December 31, 1992, 1993, 1997, and the first quarter of
1998, the Company incurred significant losses and experienced substantial
negative cash flow. The Company had net losses of $3.2 million, $2.6 million and
$15.1 million for the years ended December 31, 1992, 1993 and 1997, respectively
and a net loss of $0.9 million for the six months ended July 3, 1998. In 1992
and 1993, these losses resulted primarily from additional field service costs to
provide shared service coverage in grocery stores for relatively few clients in
newly opened regions during the Company's continuing national expansion in 1992
and 1993, and from the write-off of $1.7 million in goodwill in 1992.
In 1997, these losses resulted primarily from margin reductions due to the loss
of shared service and project client accounts, and start up expenses on
dedicated client services, inefficiencies in field labor execution, poor pricing
decisions for some client contracts, and higher business unit overhead costs and
the recognition of restructure charges and other charges. In addition, the
Company incurred a net loss of $0.9 million for the first six months of 1998,
compared to a net loss of $3.1 million in the first six months of 1997, and
generated negative cash flow of $3.4 million in the first six months of 1998.
There can be no assurance that the Company will not sustain further losses.
LOSS OF BUSINESS
PIA's business mix has changed during 1997 and the first six months of 1998.
This change is due in part to performance issues, industry consolidation and
increased competition. The Company has lost a substantial amount of shared
service business over the last 18 months, and new revenue added has been at
lower margins than the margins of the lost business. The Company has not engaged
any sizable new shared business to offset this loss. The Company has
historically required a significant fixed management and personnel
infrastructure for shared services. Accordingly, the loss of shared service
business, without offsetting gains or cost reductions, has a material adverse
effect on the Company's results of operations.
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Risk Factors (continued)
INDUSTRY CONSOLIDATION; CONCENTRATED CLIENT BASE
The retail and manufacturing industries are undergoing a consolidation process
that is resulting in fewer large retailers and suppliers. The Company's success
is dependent in part upon its ability to maintain its existing clients and to
obtain new clients. As a result of industry consolidation, the Company has lost
certain clients, and this trend could continue to have a negative effect on the
Company's client base and results of operations. The Company's ten largest
clients generated approximately 69% and 78% of the Company's net revenues for
the quarter ended June 30, 1997 and July 3, 1998, respectively. During the
second quarter ended July 3, 1998, none of the Company's manufacturer or
retailer clients accounted for greater than 10% of net revenues, other than
Eckerd Drug Stores, CVS Pharmacy Incorporated, and S.C. Johnson & Son, Inc.,
which accounted for 20%, 15% and 11% of net revenues, respectively.
For the six months ended June 30, 1997, and July 3, 1998 the Company's ten
largest clients generated approximately 70% and 76%, respectively, of the
Company's net revenue.
During the six months ended July 3, 1998, none of the Company's manufacturer or
retailer clients accounted for greater than 10% of net revenues, other than
Eckerd Drug Stores and CVS Pharmacy Incorporated, which accounted for 17% and
14% of net revenues, respectively.
The majority of the Company's contracts with its clients for shared services
have multi-year terms. PIA believes that the uncollectibility of amounts due
from any of its large clients, a significant reduction in business from such
clients, or the inability to attract new clients, could have a material adverse
effect on the Company's results of operations.
UNCERTAINTY OF COMMISSION INCOME
Approximately 13% of the Company's net revenues for the quarter ended July 3,
1998 was earned under commission-based contracts. These contracts provide for
commissions based on a percentage of the client's net sales of certain of its
products to designated retailers. Commissions paid to PIA under these contracts
have had a significant effect on the Company's profitability in certain
quarters. Under these contracts, the Company generally receives a draw on a
monthly or quarterly basis, which is then applied against commissions earned.
Adjustments are made on a monthly or quarterly basis upon receipt of
reconciliations between commissions earned from the client and the draws
previously received. The reconciliations typically result in commissions owed to
the Company in excess of previous draws; however, the Company cannot predict
with accuracy the level of its clients' commission-based sales. Accordingly, the
amount of commissions in excess of or less than the draws previously received
will fluctuate and can significantly affect the Company's operating results in
any quarter. The Company has historically experienced consistent positive
commission reconciliation income.
In addition, the amount of commissions earned by the Company under these
contracts varies seasonally, and generally corresponds to the peak selling
seasons of the clients who have entered into these types of contracts.
Historically, the Company has recognized greater commission income in its second
and fourth quarters due to the timing of such clients' sales.
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PART II: OTHER INFORMATION
Item 1: Legal Proceedings
None
Item 2: Changes in Securities and Use of Proceeds
Use of Proceeds - The Company received $26.5 million in net proceeds
from its initial public offering in March 1996. The Company, as
originally outlined in "Use of Proceeds" in its prospectus, has used
approximately $14.0 million through the period ended July 3, 1998 for
debt repayment, capital spending and working capital requirements. In
addition, $3.0 million has been used to repurchase the Company's Common
Stock.
Item 3: Defaults Upon Senior Securities
None
Item 4: Submission of Matters to a Vote of Security Holders
The Company's Annual Meeting of Stockholders was held on May 12, 1998.
The stockholders elected a Board of seven directors, approved amendments
to the Company's 1995 Stock Option Plan, and ratified the appointment of
Deloitte & Touche LLP as the Company's independent auditors.
Results of the voting in connection with each of the matters submitted
to the stockholders were as follows:
Board of Directors For Withheld
------------------------------------------------------------------------
Patrick W. Collins 4,954,748 98,099
John A. Colwell 4,006,081 1,046,766
Joseph H. Coulombe 3,970,048 1,082,799
Patrick C. Haden 3,969,698 1,083,149
J. Christopher Lewis 3,969,518 1,083,329
Clinton E. Owens 3,989,576 1,063,271
Terry R. Peets 4,954,748 98,099
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PART II: OTHER INFORMATION
Item 4: Submission of Matters to a Vote of Security Holders
For Against Abstain
--------- -------- --------
Amend Company's 1995 Stock
Option Plan 3,833,458 304,326 300
Ratification of the appointment
of Deloitte & Touche LLP as
independent auditors 5,045,756 3,450 3,641
Item 5: Other Information
None
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20
Item 6: Exhibits and Reports on Form 8-K
(a) EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
3.1 Certificate of Incorporation of the Company (incorporated herein
by reference to Exhibit 3.1 to the Company's Registration
Statement on Form S-1, No. 33-80429).
3.2 By-laws of the Company (incorporated herein by reference to
Exhibit 3.2 to the Company's Registration Statement on Form S-1,
No. 33-80429).
4.1 Registration Rights Agreement entered into as of January 21, 1992
by and between RVM Holding Corporation, RVM/PIA, a California
Limited Partnership, The Riordan Foundation and
Creditanstalt-Bankverein (incorporated herein by reference to
Exhibit 4.2 to the Company's Registration Statement on Form S-1,
No. 33-80429).
10.1 1990 Stock Option Plan (incorporated herein by reference to
Exhibit 10.1 to the Company's Registration Statement on Form S-1,
No. 33-80429).
10.2 1995 Stock Option Plan as amended (filed herein).
10.3 1995 Stock Option Plan for Nonemployee Directors (incorporated
herein by reference to Exhibit 10.3 to the Company's Registration
Statement on Form S-1, No. 33-80429).
10.4 Employment Agreement dated as of June 25, 1997 between the
Company and Terry R. Peets (incorporated herein by reference to
Exhibit 10.5 to the Company's Form 10-Q for the 2nd Quarter ended
June 30, 1997).
10.5 Employment Agreement dated as of February 20, 1998 between the
Company and Cathy L. Wood. (incorporated by reference to Exhibit
10.5 to the Company's Form 10Q for the 1st Quarter ended April 3,
1998)
27.1 Financial Data Schedule
(b) REPORTS ON FORM 8-K.
None.
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21
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.
PIA MERCHANDISING SERVICES, INC.
(Registrant)
By: /s/ CATHY L. WOOD
----------------------------
Cathy L. Wood
Executive Vice President and
Chief Financial Officer
By: /s/ DAVID J. FAULDS
----------------------------
David J. Faulds
Vice President
Corporate Controller
Dated: August 13, 1998
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EXHIBIT INDEX
Item 6: Exhibits and Reports on Form 8-K
(a) EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
3.1 Certificate of Incorporation of the Company (incorporated herein
by reference to Exhibit 3.1 to the Company's Registration
Statement on Form S-1, No. 33-80429).
3.2 By-laws of the Company (incorporated herein by reference to
Exhibit 3.2 to the Company's Registration Statement on Form S-1,
No. 33-80429).
4.1 Registration Rights Agreement entered into as of January 21, 1992
by and between RVM Holding Corporation, RVM/PIA, a California
Limited Partnership, The Riordan Foundation and
Creditanstalt-Bankverein (incorporated herein by reference to
Exhibit 4.2 to the Company's Registration Statement on Form S-1,
No. 33-80429).
10.1 1990 Stock Option Plan (incorporated herein by reference to
Exhibit 10.1 to the Company's Registration Statement on Form S-1,
No. 33-80429).
10.2 1995 Stock Option Plan as amended (filed herein).
10.3 1995 Stock Option Plan for Nonemployee Directors (incorporated
herein by reference to Exhibit 10.3 to the Company's Registration
Statement on Form S-1, No. 33-80429).
10.4 Employment Agreement dated as of June 25, 1997 between the
Company and Terry R. Peets (incorporated herein by reference to
Exhibit 10.5 to the Company's Form 10-Q for the 2nd Quarter ended
June 30, 1997).
10.5 Employment Agreement dated as of February 20, 1998 between the
Company and Cathy L. Wood. (incorporated by reference to Exhibit
10.5 to the Company's Form 10Q for the 1st Quarter ended April 3,
1998)
27.1 Financial Data Schedule
(b) REPORTS ON FORM 8-K
None
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