SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 Form 10-QSB QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarter Ended June 30, 1996 COMMISSION FILE NUMBER 0-21114 DCC COMPACT CLASSICS, INC. - -------------------------------------------------------------------------------- (exact name of registrant as specified in its charter) COLORADO 84-1046186 - ------------------------------- ------------------------------ (State or other jurisdiction of (I.R.S. Employer Identification incorporation of organization) Number) 9301 Jordan Avenue, Suite 105, Chatsworth, California 91311 - -------------------------------------------------------------------------------- (Address or principal executive offices) (818) 993-8822 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No -------- -------- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the close of business of Common Stock - $.05 par value 6,696,725 - ----------------------------- -------------------------------- CLASS Outstanding at August 31, 1996 1 PART I FINANCIAL INFORMATION Item 1. Financial Statements - ----------------------------- DCC COMPACT CLASSICS, INC. CONSOLIDATED BALANCE SHEETJune 30, 1996 and December 31, 1995 June 30, Dec. 31, 1996 1995 (unaudited) (audited) ---------- ---------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ 908,534 $ 531,826 Accounts receivable - net 1,183,714 1,424,481 Receivable from affiliate 66,317 - Notes receivable 125,000 140,975 Inventories 1,191,090 952,801 Advanced royalties 595,469 426,973 ---------- ---------- Total current assets 4,070,124 3,477,056 ---------- ---------- FIXED ASSETS, Net 754,535 36,782 ---------- ---------- OTHER ASSETS Deferred taxes 33,100 33,100 Mastering costs, net 602,423 569,566 Receivables from affiliate - 31,577 Other 13,521 51,521 ---------- ---------- Total assets $5,473,703 $4,199,602 ========== ========== The accompanying notes are an integral part of these financial statements. 2 DCC COMPACT CLASSICS, INC. CONSOLIDATED BALANCE SHEET June 30, 1996 and December 31, 1995 June 30, Dec. 31, 1996 1995 (unaudited) (audited) ---------- ----------- LIABILITIES AND STOCKHOLDERS' DEFICIT CURRENT LIABILITIES: Line of credit $ 267,791 $ 318,174 Accounts payable 557,090 430,914 Royalties payable 1,804,547 2,220,627 Other accrued expenses 103,711 35,359 Deferred revenue 750,000 - Accrued income tax payable 141,965 96,001 Current portion of long-term debt 100,000 - ---------- ----------- Total current liabilities 3,725,104 3,101,075 ---------- ----------- LONG-TERM DEBT 125,000 - STOCKHOLDERS' EQUITY Common stock, par value $.05 per share; authorized 10,000,000 shares, issued and outstanding 6,696,725 shares and 4,960,596, respectively 33,484 24,803 Additional paid-in capital 1,033,229 623,397 Retained earnings 579,436 472,877 Less treasury stock, at cost (22,550) (22,550) ----------- ----------- Total stockholders' equity 1,623,599 1,098,527 ----------- ----------- Total liabilities and stockholders' equity $ 5,473,703 $ 4,199,602 =========== =========== The accompanying notes are an integral part of these financial statements. 3 DCC COMPACT CLASSICS, INC. CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED) Three Months Ended Six Months Ended June 30, June 30, 1996 1995 1996 1995 --------------------- ---------------------- Sales $1,222,367 $1,083,051 $2,397,868 $2,600,533 Cost of sales 681,837 322,014 1,113,056 1,014,593 ---------- ---------- ---------- ---------- Gross profit 540,530 761,037 1,284,812 1,585,940 Selling, adminis- trative and other operating expenses 550,104 651,478 1,103,920 1,175,594 ---------- --------- ---------- ---------- Operating income (loss) (9,574) 109,559 180,892 410,346 Other: Interest expense, net 3,625 312 6,829 12,277 ---------- --------- ---------- ---------- Income (loss) before income taxes (13,199) 109,247 174,063 398,069 Provision for income taxes (5,163) 40,909 70,000 159,715 ---------- --------- ---------- ---------- Net income (loss) $ (8,036) $ 68,338 $ 104,063 $ 238,364 ========== ========= ========== ========== Earnings (loss) per share $ (.00) $ .01 $ .02 $ .05 ========== ========= ========== ========== Average weighted number of shares outstanding 5,343,801 4,960,506 5,334,059 4,960,506 ========== ========= ========== ========== The accompanying notes are an integral part of these financial statements. 4 DCC COMPACT CLASSICS, INC. CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) Six Months Ended June 30, 1996 1995 --------- --------- Cash flows from operating activities: Net income (loss) $ 104,063 $ 238,354 --------- --------- Adjustments to reconcile net income (loss) to net cash used in operating activities: Non-cash items included in net loss: Depreciation and amortization 15,263 711 Changes in: Receivables 222,002 (705,069) Inventories (238,289) 71,533 Mastering costs (32,857) (78,222) Royalty advances (168,496) 34,375 Other 38,000 7,284 Accounts payable and accrued expenses 194,528 34,595 Royalties payable (416,080) 230,580 Deferred revenue 750,000 -- Income taxes 45,964 111,155 --------- --------- Total adjustments 410,035 (293,058) Net cash used in operating activities 514,098 (54,704) --------- --------- Cash flows from investing activities: Capital expenditures (312,007) (17,166) --------- --------- The accompanying notes are an integral part of these financial statements. 5 DCC COMPACT CLASSICS, INC. CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) Six Months Ended June 30, 1996 1995 --------- --------- Cash flows from financing activities: Additional borrowing 225,000 -- Payments on note payable (50,383) (30,738) --------- --------- Net cash provided by (used in) financing activities 174,617 (30,738) --------- --------- Net increase (decrease) in cash and cash equivalents 376,708 (102,608) Cash and cash equivalents at beginning of period 531,826 800,952 --------- --------- Cash and cash equivalents at end of period $ 908,534 $ 698,344 ========= ========= SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Income taxes paid (refunded) $ -- $ -- ========= ========= Interest paid $ 13,954 $ 12,277 ========= ========= Non-Cash Transactions Issuance of stock for fixed assets $ 408,861 $ -- ========= ========= Stock issued in exchange for services $ 50,000 $ -- ========= ========= The accompanying notes are an integral part of these financial statements. 6 DCC COMPACT CLASSICS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 1996 1. In the opinion of the Company's management, the accompanying unaudited financial statements contain all adjustments necessary to present fairly its financial position and the results of its operations and cash flows of the Company for the periods shown. Certain prior period amounts have been reclassified to conform to the current period's presentation. The results of operations for the six month period are not necessarily indicative of the results to be expected for a full year of operations. Use of estimates - The Company's management uses estimates and assumptions in preparing the financial statements. Actual results could vary from these estimates. Key estimates include the collectibility of the accounts receivable, the returns of merchandise shipped, inventory valuations and marketability. In addition, the Company records its liability for license and royalty fees based upon contractual obligations. These calculations are subject to review by independent agencies. Should the results of a review produce amounts greater than those recorded by the Company, there may be a negative impact on the Company's financial statements. 2. INVENTORY --------- Inventory consists of the following: June 30, Dec. 31, 1996 1995 (unaudited) (audited) ---------- ---------- Raw materials $ 200,884 $ 235,642 Finished goods and components 990,206 717,159 --------- ---------- Total $1,191,090 $ 952,801 ========== ========== 7 DCC COMPACT CLASSICS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 1996 3. CAPITAL STOCK ------------- In June 1996, the Company issued 300,000 shares of common stock in exchange for the equipment used to produce captioned photographs. The shares were valued at $1.36, the estimated market price at the time of the transaction. Also during the Quarter ended June 30, 1996, $50,000 in stock options were granted to certain individuals who had performed services for the Company in the past three years. 4. MAJOR CUSTOMER -------------- During the quarter ended June 30, 1996, the Company changed its main distributor from Navarre to Passport Music. Navarre had previously represented approximately 60% of sales. Passport Music paid an advance fee of $750,000 to serve as the new distributor for the Company. That fee will be earned as goods are sold. 5. LONG-TERM DEBT -------------- The Company issued notes for $225,000 in exchange for certain assets. The notes bear interest at 8%. $75,000 is due in the third quarter and $25,000 in principal plus the accrued interest is due semi annually. The maturity of the debt is as follows: Due in year ended: December 31, 1996 $100,000 December 31, 1997 50,000 December 31, 1998 50,000 December 31, 1999 25,000 ------- $225,000 ======= 8 DCC COMPACT CLASSICS, INC. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations - -------------------------------------------------------------------------------- Results of Operations - --------------------- Six Months Ended June 30, 1996 as Compared to - --------------------------------------------- Six Months Ended June 30, 1995 - ------------------------------ Sales for the six months ended June 30, 1996 were down approximately 8% from the same period of the prior year mainly from the reduction of new releases in the first quarter of the year. The Company also changed its primary distributor during the second quarter without a significant adverse effect in revenue. The Company's overall gross profit margins decreased from 61% to 54% for the six month period ended June 30, 1996 compared to the same period in the prior year. Management attributes the slight decline to a change in the product mix and some increase in direct costs related to the returns from the former distributor. General, administrative and selling expenses decreased by 6% (approximately $70,000) compared to the six month period ended June 30, 1995. The decline was due primarily to a managements renewed focus on cost reductions. Three Months Ended June 30, 1995 as Compared to - ----------------------------------------------- Three Months Ended June 30, 1994 - -------------------------------- The Company enjoyed a significant sales rebound during the quarter ended June 30, 1996 of 13% over the same quarter in the prior year and up 4% from the first quarter of 1996. This is largely due to small price increases and a change in product mix. During the quarter ended June 30, 1995, gross margins declined to approximately 44%, due to the additional work related to the product returns caused by changing distributors and the change in product mix. For the quarter ended June 30, 1995, general, administrative and selling expenses decreased by 16% (approximately $100,000) from the prior year. This was caused by a reduction in royalties due based on the returns from the distributor and cost reduction efforts. 9 DCC COMPACT CLASSICS, INC. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations - -------------------------------------------------------------------------------- Liquidity - --------- While cash and cash equivalents have increased almost $380,000, the Company had working capital of approximately $345,000 at June 30, 1996, as compared to $370,000 at December 31, 1995. The small decline of $25,000 was due primarily to the $750,000 of advance payments from the new distributor being classified as unearned until merchandise is shipped. Management believes it has sufficient liquidity to meet the short-term goals of the Company. Management is seeking expanded capital sources to develop strategic long-term opportunities in the captioned photo business. Management expects no significant revenue from its captioned photo efforts until the fourth quarter of the fiscal year. 10 DCC COMPACT CLASSICS INC. PART II OTHER INFORMATION Item 2. Shareholders Stock Information - --------------------------------------- Through July 31, 1996, DCC Compact Classics, Inc.'s stock is traded on NASDAQ bulletin board or "Pink Sheets". Item 4. Submission of Matters to a Vote of Security Holders - ------------------------------------------------------------ None Item 6. Exhibits and Reports on Form 8-K - ----------------------------------------- Reports on Form 8-K: There were no reports on Form 8-K filed for the three months ended June 30, 1996. 11 DCC COMPACT CLASSICS. INC. 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. DCC COMPACT CLASSICS, INC. (Registrant) BY:/s/Marshall Blonstein ------------------------------ Marshall Blonstein Chairman of the Board, Chief Executive Officer, President Date: 9/16/96 --------- 12