UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 1999 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from ______to______ Commission file number: 0-20758 HA-LO INDUSTRIES, INC. ---------------------- (Exact name of registrant as specified in its charter) Illinois 36-3573412 -------- ---------- (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 5980 TOUHY AVENUE, NILES, ILLINOIS 60714 ---------------------------------------- (Address of principal executive offices, Zip Code) Registrant's telephone number, including area code: (847)647-2300 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes[X] No[ ]. As of October 31, 1999, the registrant had an aggregate of 48,718,186 shares of its common stock outstanding. HA-LO INDUSTRIES, INC. INDEX Part I. FINANCIAL INFORMATION Page Number ----------- Item 1. Financial Statements. Consolidated Balance Sheets as of September 30, 1999 and December 31, 1998. 2 Consolidated Statements of Operations for the three months and nine months ended September 30, 1999 and 1998. 3 Consolidated Statements of Cash Flows for the nine months ended September 30, 1999 and 1998. 4 Notes to Financial Statements. 5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. 8 PART II. OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders. 13 Item 6. Exhibits and Reports on Form 8-K. 13 Signatures 14 1 PART 1. FINANCIAL INFORMATION HA-LO INDUSTRIES, INC. CONSOLIDATED BALANCE SHEETS SEPTEMBER 30, 1999 AND DECEMBER 31, 1998 September 30, December 31, (in thousands, except share amounts) 1999 1998 --------------- ------------- (Unaudited) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 14,028 $ 7,276 Short term investments 845 50,922 Receivables 176,359 168,806 Inventories 37,650 29,637 Prepaid expenses & deposits 12,984 15,139 ----------- ------------ Total current assets 241,866 271,780 ----------- ------------ PROPERTY AND EQUIPMENT, net 37,218 42,225 ----------- ------------ OTHER ASSETS: Intangible assets, net 69,091 26,621 Other 6,441 6,391 ----------- ------------ Total other assets 75,532 33,012 ----------- ------------ $ 354,616 $ 347,017 =========== ============ LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Current maturities of long-term debt $ 1,681 $ 3,423 Book overdraft 801 287 Accounts payable 52,521 63,591 Accrued expenses Other 34,802 41,528 Restructuring 9,459 - Due to related parties - 200 ----------- ------------ Total current liabilities 99,264 109,029 ----------- ------------ LONG-TERM DEBT 5,900 - ACCRUED RESTRUCTURING EXPENSES 12,530 - DEFERRED LIABILITIES 3,208 2,497 COMMITMENTS AND CONTINGENCIES SHAREHOLDERS' EQUITY: Preferred stock, no par value; 10,000,000 shares authorized and none issued - - Common stock, no par value; 100,000,000 shares authorized and 48,696,940 issued and outstanding in 1999 and 47,780,742 in 1998 213,936 198,228 Other (4,462) (2,508) Retained earnings 24,240 39,771 ----------- ------------ Total shareholders' equity 233,714 235,491 ----------- ------------ $ 354,616 $ 347,017 =========== ============ The accompanying notes are an integral part of these balance sheets. 2 HA-LO INDUSTRIES, INC. CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE PERIODS ENDED SEPTEMBER 30, 1999 AND 1998 (Unaudited) Three Months Ended Nine Months Ended -------------------------------- ------------------------------ September 30, September 30, September 30, September 30, (in thousands, except per share amounts) 1999 1998 1999 1998 -------------- -------------- -------------- ------------- NET SALES $ 147,306 $ 150,670 $ 464,584 $ 413,722 COST OF SALES 98,737 96,390 306,171 268,355 RESTRUCTURING CHARGES 2,653 - 2,653 - -------------- -------------- -------------- ------------- Gross profit 45,916 54,280 155,760 145,367 SELLING EXPENSES 21,721 19,489 66,676 54,160 GENERAL AND ADMINISTRATIVE EXPENSES 31,370 21,937 88,118 59,987 NON-RECURRING CHARGES: POOLING ACQUISITION EXPENSES - 2,656 - 5,636 RESTRUCTURING AND OTHER 27,347 - 27,347 1,500 -------------- -------------- -------------- ------------- Income (loss) from operations (34,522) 10,198 (26,381) 24,084 INTEREST INCOME, NET 217 1,219 496 493 -------------- -------------- -------------- ------------- Income (loss) before taxes (34,305) 11,417 (25,885) 24,577 PROVISION (BENEFIT) FOR TAXES (13,722) 4,569 (10,354) 9,601 -------------- -------------- -------------- ------------- NET INCOME (LOSS) $ (20,583) $ 6,848 $ (15,531) $ 14,976 ============== ============== ============== ============= PRO FORMA INCOME DATA: Pro forma provision for taxes - 229 --------------- ------------ PRO FORMA NET INCOME: $ 6,848 $ 14,747 =============== ============ EARNINGS (LOSS) PER SHARE (Pro forma in 1998): Basic $ (0.42) $ 0.15 $ (0.32) $ 0.34 Diluted $ (0.42) $ 0.14 $ (0.32) $ 0.32 ============== ============== ============== ============= WEIGHTED AVERAGE SHARES OUTSTANDING: Basic 48,685 47,126 48,559 43,793 Diluted 48,834 48,618 49,032 45,595 ============== ============== ============== ============= The accompanying notes are an integral part of these statements. 3 HA-LO INDUSTRIES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 and 1998 (Unaudited) September 30, September 30, (in thousands) 1999 1998 --------------- -------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) for the period $ (15,531) $ 14,976 Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities- Depreciation and amortization 10,570 6,367 Increase in cash surrender value (150) (227) Increase in deferred liabilities - other 343 67 Loss on disposal of property and equipment 132 97 Changes in assets and liabilities, net of effects of acquired companies - Receivables 3,473 4,224 Inventories (2,690) (6,558) Prepaid expenses and deposits 1,981 (3,829) Accounts payable, accrued expenses and accrued restructuring expenses (4,753) 1,725 --------------- -------------- Net cash provided (used) by operating activities (6,625) 16,842 --------------- -------------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property and equipment (11,298) (16,919) Proceeds on sale of property and equipment 9,374 154 Decrease (increase) in short-term investments 50,077 (57,672) Increase in other assets (3,200) (271) Cash paid for acquisitions, net of cash acquired (35,334) (4,289) --------------- -------------- Net cash provided (used) for investing activities 9,619 (78,997) --------------- -------------- CASH FLOWS FROM FINANCING ACTIVITIES: Net borrowings (payments) on long-term obligations 1,412 (49,627) Increase (decrease) in book overdraft 515 (6,626) Net proceeds from issuance of common stock 3,964 124,735 Dividend payments of acquired companies - (8,378) Repurchase of common stock - (450) --------------- -------------- Net cash provided by financing activities 5,891 59,654 --------------- -------------- EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS (2,133) 631 --------------- -------------- NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS 6,752 (1,870) CASH AND EQUIVALENTS, beginning of period 7,276 4,717 --------------- -------------- CASH AND EQUIVALENTS, end of period $ 14,028 $ 2,847 =============== ============== The accompanying notes are an integral part of these statements. 4 HA-LO INDUSTRIES, INC. NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 1999 NOTE 1. BASIS OF PRESENTATION: The accompanying financial statements have been prepared by the Company, without audit, in accordance with generally accepted accounting principles for interim financial information and in conjunction with the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for financial statements. In the opinion of management, all adjustments (consisting only of normal recurring matters) considered necessary for a fair presentation have been included. The results of operations for the three month and nine month periods ended September 30, 1999 are not necessarily indicative of the results that may be expected for the full year. These financial statements should be read in conjunction with the Company's financial statements and related notes in the Company's 1998 Annual Report on Form 10-K. NOTE 2. CAPITAL STOCK: During the first nine months of 1999, options to acquire an aggregate of 2,376,953 shares of the Company's common stock were granted under the Company's Stock Plans at exercise prices ranging from $5.94 to $24.00 per share. Additionally, 471,481 options were exercised during the same period at prices ranging from $1.51 to $19.17 per share. Basic earnings per share is calculated using the average number of common shares outstanding. Diluted earnings per share is computed on the basis of the average number of common shares outstanding plus the effect of outstanding stock options and warrants using the "treasury stock" method. (in thousands) Three months ended Nine Months Ended September 30, September 30, ------------- ------------- 1999 1998 1999 1998 ---- ---- ---- ---- Net income(loss) (pro forma in 1998) available to common shareholders'(A) $(20,583) $ 6,848 $(15,531) $ 14,747 Average outstanding Common stock (B) 48,685 47,126 48,559 43,793 Effect of stock options and warrants 149 1,492 473 1,802 ---------- ---------- ---------- ----------- Common stock and common stock equivalents (C) 48,834 48,618 49,032 45,595 ========== ========== ========== =========== Earnings per share: Basic (A/B) $ (0.42) $ 0.15 $ (0.32) $ 0.34 ========== ========== ========== =========== Diluted (A/C) $ (0.42) $ 0.14 $ (0.32) $ 0.32 ========== ========== ========== =========== 5 NOTE 3. STATEMENTS OF CASH FLOWS: The supplemental schedule of non-cash activities for the nine months ended September 30, 1999 and 1998 includes the following: (in thousands) 1999 1998 ---- ---- Issuance of common shares in connection with business acquisitions, net $ 9,895 $ 219 Liabilities assumed in connection with business acquisitions $20,579 $1,730 Recognition of tax benefits from options and restricted stock $ 1,903 $7,231 Write-off of assets in connection with restructuring $ 7,136 $ - NOTE 4: RESTRUCTURING AND OTHER CHARGES: In July 1999, the Company adopted a plan to restructure its promotional product operations and to a lesser extent its telemarketing and marketing service divisions. The focus of the restructuring is to centralize back office functions, consolidate distribution capabilities and information systems and streamline the management reporting structure. The restructuring will result in the elimination of approximately 200 positions and the consolidation and closing of over 20 offices/warehouses. During the third quarter of 1999, the Company recorded a charge to operations of $30.0 million. Major components of the charge related to lease buyouts and accruals, asset write-downs, severance and termination costs and other charges. As of September 30, 1999, approximately 35 of the anticipated employee terminations have occurred. This charge has had the effect of reducing after tax earnings by $18.0 million or $0.37 per share. The Company anticipates the restructuring will be completed by September 30, 2000. (in thousands) 9/30/99 Expensed Utilized Accrual -------- -------- ------- Facility consolidation $14,994 $ 267 $14,727 Asset write-downs 8,954 4,928 4,026 Severance and termination costs 3,528 601 2,927 Other charges 2,524 2,215 309 -------- -------- ------- Total $30,000 $8,011 $21,989 ======== ======== ======= 6 NOTE 5: BUSINESS SEGMENTS: The Company's reportable segments are strategic business units that offer different products and services. Summarized financial information by business segment follows: Three months ended Nine months ended September 30, September 30, (in thousands) 1999 1998 1999 1998 --------------------------------------------------------------------- Net Sales: Promotional products $ 112,781 $ 115,476 $ 355,505 $ 322,798 Marketing services 20,696 20,520 62,690 46,844 Telemarketing 13,829 14,674 46,389 44,080 --------- --------- --------- --------- Total $ 147,306 $ 150,670 $ 464,584 $ 413,722 ========= ========= ========= ========= Operating income(loss):* Promotional products $ (35,610) $ 5,135 $ (32,297) $ 19,295 Marketing services 570 4,360 3,823 3,292 Telemarketing 518 703 2,093 1,497 --------- --------- --------- --------- Total $ (34,522) $ 10,198 $ (26,381) $ 24,084 ========= ========= ========= ========= * includes the effect of the non-recurring charges. NOTE 6: COMPREHENSIVE INCOME (LOSS): The Company's comprehensive income (loss) includes net income (loss) and unrealized gains and losses from currency translation. The calculation of total comprehensive income (loss) for the three month and nine month periods ending September 30, 1999 and 1998 is as follows: (in thousands) Three months ended Nine months ended September 30, September 30, ------------------------------------------------------------------ 1999 1998 1999 1998 ---- ---- ---- ----- Net income(loss) (pro forma in 1998) $(20,583) $ 6,848 $(15,531) $ 14,747 Other comprehensive gain (loss), net of taxes (544) 654 (1,280) 378 ---------- ---------- ---------- ---------- Comprehensive income (loss) $(21,127) $ 7,502 $(16,811) $ 15,125 ========== ========== ========== ========== 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS THREE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 Net sales for the third quarter of 1999 decreased 2.2% to $147.3 million compared to $150.7 million in the corresponding quarter of 1998. Approximately 77%, 14% and 9% of net sales were attributed to the promotional product, marketing services and telemarketing segments, respectively in both 1999 and 1998. Revenues from acquired companies were approximately $20 million in the third quarter of 1999. The internal sales decline for the quarter compared to prior year was slightly greater than 15%. The primary reasons for the internal sales decline were an unexpected shifting of some marketing services revenue from the third to the fourth quarter of 1999 and certain consumer premium sales which did not materialize as expected. Recurring gross profit decreased to 33.0% of net sales ($48.6 million) in the third quarter of 1999 compared to 36.0%($54.3 million) in the third quarter of 1998. The decreased percentage is primarily due to a change in promotional products sales mix. In the third quarter of 1999, a greater proportion of sales was generated from lower margin European subsidiaries than a year ago. Also affecting the comparison is some higher margin consumer premium business included in the third quarter of 1998, which did not recur in 1999. Including the $2.7 million non-recurring cost of sales charge, gross profit decreased to 31.2% ($45.9 million). This charge relates to inventory write-downs associated with the Company's warehouse consolidation plan. Selling expenses as a percentage of net sales increased to 14.7% in the third quarter of 1999 ($21.7 million) compared to 12.9% in the third quarter of 1998 ($19.5 million). The increase in the percentage is again due to mix in the promotional products segment. In 1999, a greater percentage of sales were subject to commissions compared to the same period last year. In addition, a larger portion of selling expenses is fixed in 1999 compared to 1998. General and administrative expenses as a percentage of net sales were 21.3% in the third quarter of 1999 ($31.4 million) compared to 14.6% in the third quarter of 1998 ($21.9 million). The increase in the percentage is reflective of fixed cost investments, primarily people, facilities and computer systems, necessary to support projected sales levels that were not achieved. The Company reported an operating loss of $34.5 million in 1999 compared to operating income of $10.2 million in 1998. Excluding the non-recurring restructuring charge of $30 million in 1999 (see Note 4) and the non-recurring acquisition charge of $2.7 million in 1998, the Company recorded a recurring operating loss of $4.5 million for the third quarter of 1999 versus recurring operating income of $12.9 million for the same period last year. In the third quarter of 1999 the Company had net interest income of $217,000 compared to $1.2 million in net interest income during the third quarter of 1998. In 1998 the Company had short term investments of over $50 milliion. These funds have subsequently been used primarily to fund business expansion. 8 NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 Net sales for the first nine months of 1999 increased 12.3% to $464.6 million compared to $413.7 million in the corresponding period of 1998. Approximately 77%, 13% and 10% of net sales were attributed to the promotional product, marketing services and telemarketing segments, respectively. This compares to 78%, 11% and 11%, respectively for the same period last year. Revenues from acquired companies were approximately $60 million in the first nine months of 1999. This translates into an internal sales decline for the first nine months of approximately 2%. Recurring gross profit as a percentage to net sales decreased to 34.1% ($158.4 million) in the first nine months of 1999 compared to 35.1% ($145.4 million) in the corresponding period of 1998. The decrease in the percentage relates primarily to a change in the promotional products sales mix as discussed above. Including the $2.7 million non-recurring cost of sales charge discussed in the quarterly analysis, gross profit decreased to 33.5% ($155.8 million) in 1999. Selling expenses as a percentage of net sales increased to 14.4% in the first nine months of 1999 ($66.7 million) compared to 13.1% in the corresponding period of 1998 ($54.2 million). The increase was due to the same reasons discussed during the three month period. General and administrative expenses as a percentage of net sales increased to 19.0% in the first nine months of 1999 ($88.1 million) compared to 14.5% in the corresponding period of 1998 ($60.0 million). The increase is due to the same reasons discussed during the three month period above. The Company recorded an operating loss of $26.4 million in 1999 compared to operating income of $24.1 million in 1998. Excluding the non-recurring charges described in the paragraph above, the Company recorded recurring operating income of $3.6 million for the first nine months of 1999 versus recurring operating income of $31.2 million for the same period last year. In the first nine months of 1999 the Company had net interest income of $496,000, compared to $493,000 of net interest expense in the corresponding period of 1998. LIQUIDITY AND CAPITAL RESOURCES The Company has an unsecured revolving line of credit (the "Revolver") totaling $75 million which matures on March 1, 2000. The facility bears interest at either prime less .25% or LIBOR plus between .5% and 1.5% based on a defined ratio. The agreement contains certain financial covenants that the Company must meet, including current ratio, minimum tangible net worth, maximum leverage and a fixed charge ratio. The Company is currently either in compliance or has obtained waivers for these covenants. The Company has started the process of negotiating a new credit facility to replace the current Revolver when it expires. Management believes that a new credit facility can be obtained at terms materially similar to the current Revolver. In addition to the facility discussed above, one of the Company's European subsidiaries has revolving credit facilities with several 9 banks. These facilities provide for borrowings of up to $5 million at rates ranging from 8-13% and are generally unsecured. As of September 30, 1999, the Company's working capital was $142.6 million compared to $162.8 million at December 31, 1998. Capital expenditures for property and equipment were approximately $11.2 million for the first nine months of 1999, and management expects capital expenditures to be approximately $15 million for the full year of 1999, excluding acquisitions. The Company anticipates that approximately half of the $30 million restructuring charge will result in cash expenditures in the future. The Company anticipates its current level of cash and cash equivalents as well as future operating cash flows and funds available under its credit facilities will be adequate to satisfy its cash needs for the foreseeable future. YEAR 2000 READINESS DISCLOSURE Certain computer programs written with two digits rather than four to define the applicable year may experience problems handling dates near the end of and beyond the year 1999 (Year 2000 failure dates). This may cause computer applications to fail or create erroneous results unless corrective measures are taken. The Year 2000 problem can arise at any point in the Company's supply, distribution and financial chains. At the direction of its Board of Directors, the Company formed a Year 2000 Committee in 1998 to assess its state of Year 2000 readiness and address Year 2000 issues that may affect its business. In determining whether a system is Year 2000 compliant, the Company has adopted The British Standards Institution "Definition of Year 2000 Conformity Requirements", contained in BSI Publication PD2000-1. The Company's Year 2000 program has been conducted in phases, described as follows: Inventory Phase. Identify hardware, software, processes or devices that use or process date information. Assessment Phase. Identify Year 2000 date processing deficiencies and related implications. Planning Phase. Determine for each deficiency an appropriate solution and budget. Schedule resources and develop testing plans. Implementation Phase. Implement designed solutions. Conduct appropriate systems testing. The Company has substantially completed all phases. Virtually all of business critical systems are considered Year 2000 ready by virtue of being engineered with four digit century fields or having already completed a process of modification and testing. During the assessment phase, the Company identified several computer systems and voice telecommunications switches that were not Year 2000 compliant. With the exception of a small number of voice telecommunications systems, remediation for which is scheduled for the fourth quarter, the Company has implemented Year 2000 modifications on all non-compliant systems. The Company currently believes that Year 10 2000 compliance will be achieved in all material respects prior to any anticipated Year 2000 failure date. The Company has initiated communications with its product suppliers and other key business partners to determine their Year 2000 readiness. The Company believes that due to its large and diverse promotional product supplier base, the risks resulting from potential problems of any such supplier are minimal. However, the failure of any one key business partner (including providers of transportation, electricity, telephone, water or gas services) to modify or replace their affected systems could have materially adverse impacts on the Company's business, operations or financial condition in the future. Based on the information gathered during the assessment and planning phases, the Company believes that the costs of achieving Year 2000 compliance, including costs to modify, convert and test systems, will be less than $750,000. Costs incurred during 1998 and the first nine months of 1999 were less than $600,000. All costs relating to the Year 2000 Issue will be funded through operating cash flow. The cost of conversions and project completion dates are based on management's best estimates and are updated periodically as additional information becomes available. The Company is continuing to prepare contingency plans to minimize the impact of operational or product supply chain disruptions resulting from the Year 2000 problem. Contingency plans for all of the Company's operations will be finalized during the fourth quarter of 1999 and may include securing alternate sources of product supply, adopting workaround procedures, and other appropriate measures. In addition to key business partner and product supply chain risks, the Company is aware that it may face unanticipated Year 2000 problems as a result of any business or company acquired in 1999 or 2000 that is not already Year 2000 compliant. The Company believes these risks can be mitigated through conversion of non-compliant systems to Year 2000 compliant systems as part of overall acquisition integration plans. FORWARD-LOOKING STATEMENTS Statements contained in this Management's Discussion and Analysis of Financial Condition and the Results of Operations regarding the amount and nature of planned capital expenditures, the seasonality of the Company's future business, the Company's belief that available cash will be sufficient to satisfy its future needs, expected costs to be incurred in relation to Year 2000 issues, estimated restructuring charges, obtaining new credit facility at terms materially similar to current Revolver and HA-LO'S anticipated profitability in 1999 are forward-looking statements that involve substantial risks and uncertainties. Following are important factors that could cause the Company's actual results to differ materially from those implied by such forward-looking statements: The Company's growth will be dependent, in large part, upon its ability to hire, motivate and retain high quality sales representatives. The Company does not maintain its own manufacturing facilities and is dependent upon domestic and foreign manufacturers for its supply of promotional products. The promotional products, marketing services and telemarketing industries are very competitive. The Company has experienced and may continue to experience rapid growth, which growth has placed and may place significant demands on its management and resources. Increased profitability will depend upon the Company's ability to manage its growth and to integrate acquired companies into its existing operations. Readers are encouraged to review HA-LO'S 1998 11 Annual Report on Form 10-K and quarterly reports on Form 10-Q for other important factors that may cause actual results to differ materially from those implied in these forward looking-statements. 12 PART II. OTHER INFORMATION Item 4. Submission of matters to a Vote of Security Holders None Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 27.0 - Financial Data Schedule for the nine month period ended September 30, 1999. (b) Reports on Form 8-K No reports on Form 8-K have been filed during the quarter ended September 30, 1999. 13 SIGNATURE 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. HA-LO INDUSTRIES, INC. Dated: November 15, 1999 /s/ GREGORY J. KILREA ------------------------------ Gregory J. Kilrea Duly Authorized Officer and Chief Financial Officer 14