SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
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 0-26014
CRW FINANCIAL, INC.
-------------------
(Exact name of registrant as specified in its charter)
Delaware 23-2691986
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
200 Four Falls
Corporate Center
Suite 415
West Conshohocken, PA 19428
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (610) 878-7429
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class Name of each exchange
on which registered
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NONE N/A
Securities registered pursuant to Section 12(g) of
the Act:
Common Stock, par value $.01 per share
--------------------------------------
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports 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 by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
The aggregate market value of the voting stock held by non-affiliates of the
Registrant is approximately $18,799,000. Such aggregate market value was
computed by reference to the closing price of the common stock as reported on
the NASDAQ Small Cap Market on March 22, 1999. For purposes of making this
calculation only, the Registrant has excluded shares held by all directors,
executive officers and beneficial owners of more than ten percent of its common
stock.
The number of shares of the Registrant's common stock outstanding as of February
19, 1999 was 6,917,521 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's definitive proxy statement for its 1999 Annual
Meeting of Stockholders are incorporated by reference into Part III.
TABLE OF CONTENTS
PART I
Item 1. Business 2
Item 2. Properties 5
Item 3. Legal Proceedings 6
Item 4. Submission of Matters to a Vote of
Security Holders 6
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters 7
Item 6. Selected Financial Data 8
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
Item 8. Financial Statements and Supplementary Data 14
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 14
PART III
Item 10. Directors and Executive Officers of the Registrant 14
Item 11. Executive Compensation 14
Item 12. Security Ownership of Certain Beneficial
Owners and Management 14
Item 13. Certain Relationships and Related Transactions 14
PART IV
Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K 15
In addition to historical information, this Annual Report contains
forward-looking statements relating to matters including our anticipated
financial performance and business prospects. 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, we note that a variety of
factors could cause our actual results and experience to differ materially from
the anticipated results or other expectations expressed in our forward-looking
statements. The risks and uncertainties that may affect the operation,
performance and development and results of our business include, but are not
limited to, those matters discussed herein in the sections entitled "Item 1 -
Business", "Item 3 Legal Proceedings" and "Item 7 - 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. Readers are cautioned not to place undue reliance on
these forward-looking statements, which reflect management's analysis only as of
the date hereof. We undertake no obligation to publicly revise these
forward-looking statements to reflect events or circumstances that arise after
the date hereof.
Unless the context indicates otherwise, the terms "we", "our" and "CRW" refer to
CRW Financial, Inc.
PART I
ITEM 1. BUSINESS
Background
We currently own 6.26 million shares of TeleSpectrum Worldwide Inc., a company
that we formed in April 1996. TeleSpectrum is a provider of integrated
teleservices and is listed on the NASDAQ National Market System under the symbol
"TLSP." Our ownership represents approximately 25% of the outstanding common
stock of TeleSpectrum.
We were a subsidiary of Casino & Credit Services, Inc. prior to May 1995 when it
distributed all of the stock of CRW to its shareholders. Casino & Credit
Services was formed in May 1992 and in July 1992, it purchased Receivable
Management Services, Inc. and Central Credit, Inc. from TRW Inc. for
approximately $11.5 million. Casino & Credit Services was capitalized with
approximately $12.1 million of bank and convertible debt and $1 million of
equity. In August 1993, Casino & Credit Services completed an initial public
offering of its common stock, generating net cash proceeds of approximately
$12.7 million and valuing the company at approximately $26 million. Casino &
Credit Services used the proceeds from the offering to repay all of its
outstanding debt and fund the acquisition of Central Credit of New Jersey, Inc.,
its only competitor. During the remainder of 1993 and 1994, Casino & Credit
Services completed the acquisition of five complimentary collection businesses
for an aggregate of approximately $5.5 million in cash and formed Casino Money
Centers, Inc. to complement its business.
In July 1994, Casino & Credit Services began discussions with Hospitality
Franchise Systems, Inc. regarding a sale of Central Credit. In November 1994,
Casino & Credit Services and Hospitality Franchise Systems entered into a merger
and plan of reorganization whereby Casino & Credit Services would merge with
Hospitality Franchise Systems after a distribution of all of the stock of CRW to
the stockholders of Casino & Credit Services. Ultimately, CRW owned Casino &
Credit Services' collection business and its wholly owned subsidiary Casino
Money Centers. In May 1995, the merger and stock distribution were completed
resulting in Casino & Credit Services shareholders receiving approximately $37.2
million in Hospitality Franchise Systems common stock and approximately $3.5
million in CRW common stock. CRW's common stock began trading on the NASDAQ
Small Cap Market under the symbol "CRWF" on May 11, 1995.
In December 1995, our management team began to explore the creation of a
telemarketing subsidiary to capitalize on the rapid growth in demand by large
corporations for large-scale professional telemarketing services. Our management
team concluded that its experience in acquiring and operating call centers for
its collection business would provide the foundation to build a CRW subsidiary
into a leading teleservices company. In April 1996, we formed TeleSpectrum and
in that month signed agreements to acquire four telemarketing businesses, a
market research business and a fulfillment business. These acquisitions were
contingent upon an initial public offering of TeleSpectrum's common stock. In
August 1996, TeleSpectrum completed its initial public offering, generating net
proceeds of approximately $162 million and valuing TeleSpectrum at approximately
$375 million. The total purchase price for the six businesses acquired was
approximately $200 million consisting of approximately $90.9 million in cash,
$49 million in TeleSpectrum common stock and warrants, $25.6 million in notes,
and $34.5 million in assumed liabilities and transaction expenses.
In October 1996, our board of directors approved a plan to divest our collection
business and Casino Money Centers. On February 2, 1997, we completed the sale of
our collection business to NCO Group, Inc. for $3.75 million in cash, 517,767
shares of NCO Group common stock and a warrant to purchase 375,000 shares of NCO
Group common stock for $18.42 per share. We sold our 517,767 shares of NCO Group
common stock in July 1997 for approximately $9.6 million. We used the proceeds
from this sale to retire all of the our outstanding bank debt and for additional
working capital. We sold our warrant to purchase 375,000 shares of NCO Group in
February 1998 for approximately $2.66 million. On October 30, 1998, we sold
Casino Money Centers to Innovative Financial Systems, Inc. for $2.25 million in
cash. We have presented the economic impact of the disposition of our collection
business, Casino Money Centers and Central Credit as discontinued operations in
the accompanying financial statements.
On September 3, 1998, we signed a definitive agreement to merge with
TeleSpectrum. In that merger, each share of CRW common stock will be exchanged
for 0.709 share of TeleSpectrum common stock. Immediately prior to the merger,
we expect to pay a special cash distribution to our shareholders and the holders
of certain warrants issued by us with our cash on hand. We have filed a
preliminary merger proxy with the Securities and Exchange Commission and
currently expect the merger to close in the second quarter of 1999.
Employees
As of February 25, 1999, we had two employees: J. Brian O'Neill, Chief Executive
Officer, and Jonathan P. Robinson, Chief Financial Officer.
ITEM 2. PROPERTIES
Since April 1998, we have shared office space on a month to month arrangement
with the O'Neill Group, LLC, a company controlled by J. Brian O'Neill. We pay
the O'Neill Group $3,000 a month for rent and other office expenses. In 1998, we
paid the O'Neill Group $27,000 for rent and office expenses.
In June 1998, Casino Money Centers entered into a lease for office space from
Swedesford Road L.P., a partnership controlled by J. Brian O'Neill. Casino Money
Centers paid approximately $30,000 in rent for the office space in 1998.
From December 1996 to August 1997, we leased an aggregate of 13,000 square feet
in King of Prussia, Pennsylvania from 210 Mall Boulevard Associates, a
partnership which is controlled by J. Brian O'Neill. From February 1997 to July
1997, NCO Group, Inc. subleased the facility from CRW. In August 1997, the
sublease expired and the lease between CRW and 210 Mall Boulevard Associates was
terminated. In 1996 and 1997, respectively, we paid $11,739 and $33,000 in rent
to 210 Mall Boulevard Associates.
The aggregate minimum rent due by us on all of the above leases through the end
of their terms, net of commitments for payments under subleases, is zero. We
believe our existing facility is sufficient to support our anticipated needs in
1999.
ITEM 3. LEGAL PROCEEDINGS
We have no litigation that we believe will involve an outcome that will have a
material adverse effect on our financial condition.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders in the fourth
quarter of 1998.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Our common stock is quoted on the NASDAQ Small Cap Market under the symbol
"CRWF". The following table sets forth, for the periods indicated, the range of
high and low bid prices as reported on the NASDAQ Small Cap Market.
High Low
---- ---
Fiscal 1997
First Quarter 10 1/4 6 1/4
Second Quarter 9 1/8 3 3/4
Third Quarter 6 1/8 2 7/8
Fourth Quarter 5 3/8 2 9/16
Fiscal 1998
First Quarter 5 9/16 2 1/2
Second Quarter 7 3/4 3 7/8
Third Quarter 6 1/4 2 3/4
Fourth Quarter 6 7/8 4 3/4
As of December 28, 1998 there were 72 holders of record of our common stock.
Because a substantial portion of our common stock is held in street name, we
believe that we have a significantly larger number of beneficial owners of our
common stock.
We have never paid a cash dividend on our common stock. However, we intend to
pay a special cash dividend immediately prior to the merger with TeleSpectrum in
an amount equal to our cash on hand immediately prior to the merger, after
satisfying all of our remaining liabilities.
ITEM 6. SELECTED FINANCIAL DATA
Our historical consolidated financial statements prior to May 1995 have been
deemed to be those of Casino & Credit Services, Inc., restated to reflect the
classification of the collection business, Casino Money Centers, Inc., and
Central Credit, Inc. as discontinued operations and have been derived from the
audited financial statements of Casino & Credit Services for the year ended
December 31, 1994 and from the audited financial statements of CRW for the
subsequent years. The following information should be read in conjunction with
and is qualified in its entirety by reference to the historical consolidated
financial statements and accompanying notes of CRW included elsewhere in this
Form 10-K. See Notes 1, 2, 3 and 12 to CRW's consolidated financial statements.
Year Ended December 31
1994 1995 1996 1997 1998
---- ---- ---- ---- ----
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Statement of
Operations Data:
Net revenues $ -- $ -- $ -- $ -- $ --
Operating expenses, excluding
non-cash and special charges 2,541 1,036 2,292 3,813 530
Special compensation charge -- -- 1,319 -- --
Depreciation and
Amortization -- 22 112 158 9
-------- -------- -------- -------- --------
Operating loss from
continuing operations (2,541) (1,058) (3,723) (3,971) (539)
Other income -- -- 1,136 1,324 1,694
Equity in earnings(loss) of TeleSpectrum -- -- 774 (39,389) (1,655)
Interest (expense) income (263) (655) (825) (421) 17
-------- -------- -------- -------- --------
Loss from continuing operations
before income tax benefit (2,804) (1,713) (2,638) (42,457) (483)
Income tax benefit (622) -- (855) (16,803) (150)
-------- -------- -------- -------- --------
Loss from continuing
operations (2,182) (1,713) (1,783) (25,654) (333)
Income (loss) from
discontinued operations and
gains (loss) from disposition of
$28,176, $1,383, and ($94) in 1996,
1997, and 1998 respectively, net of tax 387 29,776 (1,002) 1,405 136
-------- -------- -------- -------- --------
Income (loss) before
extraordinary item (1,795) 28,063 (2,785) (24,249) (197)
Extraordinary loss on
extinguishment of debt,
net of tax benefit -- -- (1,132) -- --
Net income (loss) (1,795) 28,063 (3,917) (24,249) (197)
Preferred dividends (210) -- -- -- --
-------- -------- -------- -------- --------
Net income (loss) applicable
to common stockholders $ (2,005) $ 28,063 ($ 3,917) $(24,249) $ (197)
======== ======== ======== ======== ========
BASIC AND DILUTED NET INCOME (LOSS) PER COMMON SHARE(1):
Continuing operations $ (0.49) $( 0.47) $ (4.20) $ (0.05)
Discontinued operations and
gain from merger 8.45 (0.26) 0.23 0.02
Extraordinary item -- (0.30) -- --
-------- -------- -------- --------
$ 7.96 $ (1.03) $( 3.97) $ (0.03)
========= ======== ======== ========
DILUTED NET INCOME (LOSS) PER COMMON SHARE(1):
Continuing operations $ (0.36) $ (0.47) $ (4.20) $ (0.05)
Discontinued operations 6.23 (0.26) 0.23 0.02
Extraordinary item -- (0.30) -- --
--------- -------- ------- --------
$ 5.87 $ (1.03) $ (3.97) $ (0.03)
========= ======== ======== ========
YEAR ENDED DECEMBER 31,
1994 1995 1996 1997 1998
---- ---- ---- ---- ----
(IN THOUSANDS)
BALANCE SHEET DATA:
Net assets of discontinued operations(2) $16,727 $10,929 $ 9,969 $ 1,738 $ --
Total assets 16,727 11,332 67,945 21,631 18,425
Bank and subordinated debt 5,066 7,005 9,185 798 --
Stockholders' equity 11,345 3,186 34,873 12,601 12,034
(1) Per share information is not presented for 1994 as such information is not
meaningful due to the formation of CRW in May 1995.
(2) The net assets of discontinued operations represent the assets and
liabilities of the collection business sold in February 1997, the merger of the
Central Credit business in May 1995 and the sale of Casino Money Centers in
October 1998. See Notes 2, 3 and 12 to CRW's historical consolidated financial
statements included elsewhere in this Form 10-K.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion is based upon and should be read in conjunction with
the Selected Historical Financial Information and our Consolidated Financial
Statements, including the accompanying notes included elsewhere in this Form
10-K.
Years Ended December 31, 1998 and 1997
Operating Expenses
Our operating expenses decreased $3,432,000 (86%) to $539,000 in 1998 from
$3,971,000 in 1997 due to a $1,427,000 decrease in compensation expense and a
$1,854,000 decrease in other corporate expenses. The decrease in compensation
expense was due to a substantial reduction in corporate employees due to the
sale of the collection business in February 1997 and Casino Money Centers in
October 1998. The decrease in other corporate expenses was primarily due to
approximately $1,300,000 of expense in 1997 related to litigation with a former
employee.
Other Income
Other income was $1,694,000 in 1998 and was comprised of a $1,914,000 gain from
the sale of our warrant to purchase NCO Group, Inc. stock in February 1998
partially offset by $220,000 of expenses related to the merger with
TeleSpectrum. Other income was $1,324,000 in 1997 and was derived from the sale
of our NCO Group common stock.
Equity in Loss of TeleSpectrum
Equity in loss of TeleSpectrum was $(1,655,000) in 1998 compared to
$(39,389,000) in 1997 due to a decrease in TeleSpectrum's net loss from
$160,475,000 in 1997 to $6,461,000 in 1998. Our equity in TeleSpectrum's loss
was based on our ownership in TeleSpectrum of approximately 25% in both 1997 and
1998.
Interest Income (Expense)
Interest income was $17,000 in 1998 compared to $(421,000) of interest expense
in 1997 due to the repayment of all of our debt in 1998 and interest income on
our cash on hand in the fourth quarter of 1998.
Income Taxes
The income tax benefit of $16,803,000 in 1997 and $150,000 in 1998 represents
the future Federal income tax benefit of our operating loss. The tax benefits
represent an effective tax rate of approximately 40% in 1997 and 31% in 1998.
The 1998 effective tax rate is approximately 9% lower than our effective
statutory rate due to approximately $220,000 of non-deductible expenses in 1998
related to our planned merger with TeleSpectrum.
Years Ended December 31, 1997 and 1996
Operating Expenses
Our operating expenses increased $248,000 to $3,971,000 in 1997 from $3,723,000
in 1996 due to an increase in other operating expenses of $1,620,000, partially
offset by a $1,420,000 decrease in compensation expense. The increase in other
operating expenses was primarily due to approximately $1,300,000 of expense
related to litigation with a former employee.
Interest Expense
Interest expense was $421,000 in 1997 compared to $825,000 in 1996 due to lower
borrowings in 1997 and the repayment of all bank debt in July 1997.
Other Income
Other income increased $188,000 to $1,324,000 in 1997 compared to $1,136,000 in
1996 due to the gain on sale of NCO Group common stock of $1,324,000 in 1997
compared to the gain of $1,136,000 from the exercise of warrants to purchase
TeleSpectrum common stock in 1996.
Equity in Earnings (Loss) of TeleSpectrum
Equity in earnings (loss) of TeleSpectrum was $(39,389,000) in 1997 compared to
$774,000 in 1996 due to our equity method of accounting for our share of
TeleSpectrum's net loss of $160,475,000 in 1997 compared to its net income of
$3,650,000 in 1996. TeleSpectrum's net loss of $160,475,000 included a
$139,100,000 write-down of goodwill. The write-down of goodwill was made due to
a conclusion by TeleSpectrum's management that its goodwill had been permanently
impaired by developments in the teleservices industry and TeleSpectrum's
operating performance. Our equity in the earnings (loss) of TeleSpectrum was
based on its ownership in TeleSpectrum of approximately 25% in both 1997 and
1996.
Income Taxes
Our income tax benefit was $16,803,000 in 1997 compared to $855,000 in 1996. The
income tax benefit in 1997 represents a 40% benefit for State and Federal income
taxes on our pre-tax loss representing reduction of its deferred tax liability.
The income tax benefit in 1996 represents a 34% benefit for Federal income taxes
on our pre-tax loss.
Discontinued Operations
Our operating results have been restated to reflect the classification of our
disposition of the collection business, Casino Money Centers, Inc., and Central
Credit, Inc. as discontinued operations. See Note 1 of the notes to the
accompanying consolidated financial statements for a description of the basis of
presentation. Below is a summary of operating results for the discontinued
operations.
YEAR ENDED DECEMBER 31, 1998
----------------------------
Casino
Collection Money
Business Centers TOTAL
---------- ------- -----
Net revenues $ -- $ 4,936 $ 4,936
Operating expenses -- 4,547 4,547
-- ------ -------
Operating income $ $ 389 $ 389
===== ======= =======
YEAR ENDED DECEMBER 31, 1997
----------------------------
Casino
Collection Money
Business Centers TOTAL
---------- ------- -----
Net revenues $ 2,006 $ 4,989 $ 6,995
Operating expenses 2,101 4,904 7,005
------- -------
Operating income $ (95) $ 85 $ (10)
======= ======= =======
YEAR ENDED DECEMBER 31, 1996
----------------------------
Casino
Collection Money
Business Centers TOTAL
---------- ------- -----
Net revenues $ 27,432 $ 3,412 $ 30,844
Operating expenses 29,329 3,262 32,591
-------- ------- --------
Operating income (loss) $ (1,897) $ 150 $ (1,747)
======== ======= ========
Years Ended December 31, 1998 and 1997
Net revenues decreased $2,059,000 from $6,995,000 in 1997 to $4,936,000 due to
our sale of the collection business in February 1997. Casino Money Centers'
revenues decreased $53,000 due to CRW's sale of Casino Money Centers in October
1998. Casino Money Centers' operating expenses decreased $357,000 due to
severance of $83,000 in 1997 and lower sales and marketing expenses in 1998.
Years Ended December 31, 1997 and 1996
Net revenues, operating expenses, operating loss and net loss all decreased
substantially in 1997 as the collection business was sold on February 2, 1997
and therefore, the operating results above for 1997 consist of Casino Money
Centers and the collection business results for the period from January 1, 1997
to February 2, 1997.
Inflation
Inflation has not had a significant impact on our operations to date.
Year 2000
We believe that we do not have any Year 2000 exposure since our principal assets
now consist of cash and our passive ownership of shares of TeleSpectrum.
Liquidity and Capital Resources
During the year ended December 31, 1998, net cash used in operating activities
decreased $2,632,000 to $2,706,000 in 1998 from 5,338,000 in 1997. The decrease
in net cash used in operating activities was primarily due to the $3,432,000
decrease in our operating loss in 1998.
Net cash provided by investing activities in 1998 was $4,614,000 and consisted
of $2,664,000 of proceeds from the sale of our NCO Group warrant and $1,950,000
of proceeds from the sale of Casino Money Centers. Net cash provided by
investing activities in 1997 was $13,109,000 and consisted primarily of
$3,750,000 of proceeds from the sale of the collection business, $9,624,000 of
proceeds from the sale of the NCO Group common stock, partially offset by
$250,000 of cash used in investing activities for discontinued operations.
Net cash provided by financing activities in 1998 was $95,000 compared to
$7,656,000 of net cash used in financing activities in 1997. Net cash provided
by financing activities in 1998 was generated from $797,000 of proceeds from the
exercise of stock options, partially offset by the repayment of $702,000 of
debt. Net cash used in financing activities in 1997 consisted of $672,000 of
proceeds from loans from stockholders, $9,042,000 of payments on long-term debt,
and $714,000 of proceeds from the exercise of stock options.
We believe that our cash on hand is adequate to meet our needs for the
foreseeable future.
Net Operating Loss Carryforward
We have a June 30 fiscal year end. As of June 30, 1998, we had available
approximately $9,000,000 of net operating loss carryforwards.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See our Consolidated Financial Statements and notes thereto beginning on Page
F-1.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not Applicable
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by Item 10 will be contained in our definitive proxy
statement for the 1999 annual meeting of stockholders, or in an amendment to
this Form 10-K, to be filed with the Securities and Exchange Commission by April
30, 1999, and is hereby incorporated by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information required by Item 11 will be contained in our definitive proxy
statement for the 1999 annual meeting of stockholders, or in an amendment to
this Form 10-K, to be filed with the Securities and Exchange Commission by April
30, 1999, and is hereby incorporated by reference
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by Item 12 will be contained in our definitive proxy
statement for the 1999 annual meeting of stockholders, or in an amendment to
this Form 10-K, to be filed with the Securities and Exchange Commission by April
30, 1999, and is hereby incorporated by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by Item 13 will be contained in our definitive proxy
statement for the 1999 annual meeting of stockholders, or in an amendment to
this Form 10-K, to be filed with the Securities and Exchange Commission by April
30, 1999, and is hereby incorporated by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Attached hereto and filed as part of this report are the financial
statement schedules and exhibits listed below:
1. FINANCIAL STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Public Accountants Consolidated Balance Sheets - December
31, 1997 and 1998 Consolidated Statements of Operations - For the Years ended
December 31, 1996, 1997 and 1998 Consolidated Statements of Stockholders' Equity
- - For the Years ended December 31, 1996, 1997 and 1998 Consolidated Statements
of Cash Flows - For the Years ended December 31, 1996, 1997 and 1998 Notes to
Consolidated Financial Statements
2. EXHIBITS, INCLUDING THOSE INCORPORATED BY REFERENCE
3.1 Restated Certificate of Incorporation of the Registrant
(1)
3.2 Amendment to Restated Certificate of Incorporation of
the Registrant (2)
3.3 Amended Bylaws of the Registrant (3)
4.1 Term Loan Note and Addendum dated November 1, 1995
executed by the Registrant in favor of J. Brian O'Neill
and Miriam P. O'Neill (2)
10.1 Agreement of Lease dated as of July, 1994, between CRW
Building Limited Partnership and Casino and Credit
Services, Inc. (1)
10.2 Sublease Agreement dated May 10, 1995 between Casino &
Credit Services, Inc. and the Registrant (3)
10.3 Sublease Agreement between TeleSpectrum Worldwide Inc.
and the Registrant (2)
10.4 Lease Agreement dated July 1, 1996 between the
Registrant and Lee Park Investors, L.P. (2)
10.5 Lease Agreement dated December 5, 1996 between the
Registrant and 210 Mall Boulevard Associates (2)
10.6 Employment Agreement dated May 11, 1995 between J.
Brian O'Neill and the Registrant (3)
10.7 Employment Agreement dated May 11, 1995 between
Jonathan P. Robinson and the Registrant (3)
10.8 Amended and Restated 1995 Stock Option Plan of the
Registrant (4)
10.9 Asset Acquisition Agreement dated February 2, 1997
among the Registrant, Kaplan & Kaplan, Inc., NCO Group,
Inc., CRWF Acquisition, Inc. and K & K Acquisition,
Inc. (5)
10.10 Merger Agreement between CRW Financial, Inc. and
TeleSpectrum Worldwide Inc. (6)
23 Consent of Arthur Andersen LLP (6)
27 Financial Data Schedule (Electronic Filing Only)
(1) Filed as an Exhibit to the Form 10-K filed with the Securities and Exchange
Commission on March 29, 1996 and incorporated herein by reference.
(2) Filed as an Exhibit to the Form 10-K filed with the Securities and Exchange
Commission on April 6, 1997 and incorporated herein by reference.
(3) Filed as an Exhibit to the Registration Statement on Form S-1 (No. 33-62700)
and incorporated herein by reference.
(4) Filed as an Exhibit to CRW's definitive proxy statement for its 1996 Annual
Meeting of Stockholders and incorporated herein by reference.
(5) Filed as an Exhibit to CRW's Form 8-K dated February 2, 1997 and
incorporated herein by reference.
(6) Filed herewith.
(b) CRW did not file a Form 8-K with the Securities and Exchange Commission
during the fourth quarter of 1998.
\
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Public Accountants F-2
Consolidated Balance Sheets -- December 31, 1997 and 1998 F-3
Consolidated Statements of Operations -- For the Years
ended December 31, 1996, 1997 and 1998 F-4
Consolidated Statements of Stockholders' Equity--
For the Years ended December 31, 1996, 1997 and 1998 F-5
Consolidated Statements of Cash Flows--
For the Years ended December 31, 1996, 1997 and 1998 F-6
Notes to Consolidated Financial Statements F-7
F-1
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To CRW Financial, Inc.:
We have audited the accompanying consolidated balance sheets of CRW Financial,
Inc. (a Delaware corporation) and subsidiaries as of December 31, 1997 and 1998,
and the related consolidated statements of operations, stockholders' equity and
cash flows for each of the three years in the period ended December 31, 1998.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of CRW Financial,
Inc. and subsidiaries as of December 31, 1997 and 1998, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1998, in conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Philadelphia, Pa.,
February 10, 1999
F-2
CRW FINANCIAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31,
-------------
1997 1998
---- ----
ASSET
- -----
CURRENT ASSETS:
(In Thousands, Except Share Amounts)
Cash ......................................................... $ 115 $ 2,118
Other current assets ........................................ 83 339
Investment in NCO Group, Inc. ................................ 2,013 --
Net assets of discontinued operations ........................ 1,738 --
------- -------
Total current assets .............................. 3,949 2,457
PROPERTY AND EQUIPMENT, net .................................. 44 40
INVESTMENT IN TELESPECTRUM WORLDWIDE INC...................... 15,266 13,611
DEFERRED INCOME TAX ASSET .................................... 2,324 2,317
OTHER ASSETS ................................................. 48 --
................................................. $21,631 $18,425
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
CURRENT LIABILITIES:
Current portion of long term debt ....................... $ 798 $---
Accounts payable ........................................ 159 63
Accrued expenses ........................................ 2,278 533
-------- --------
Total current liabilities ......................... 3,235 596
-------- --------
DEFERRED 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 6,917,521 shares issued
and outstanding, respectively ......................... 64 69
Additional paid-in capital .............................. 40,390 41,278
Unrealized gain on investment in NCO Group,Inc .......... 1,263 --
Accumulated deficit ..................................... (29,116) (29,313)
-------- --------
Total stockholders' equity ................................. 12,601 12,034
-------- --------
$ 21,631 $ 18,425
======== ========
The accompanying notes are an integral part of these statements
F-3
CRW FINANCIAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
YEAR ENDED DECEMBER 31,
-----------------------
1996 1997 1998
---- ---- ----
(In Thousands -Except Share Amounts)
NET REVENUES $ -- $ -- $ --
-------- -------- --------
OPERATING EXPENSES:
Compensation 1,768 1,667 240
Special compensation charge 1,319 -- --
Other operating costs 524 2,144 290
Depreciation and amortization 112 160 9
-------- -------- --------
Operating loss (3,723) (3,971) (539)
INTEREST (EXPENSE) INCOME (825) (421) 17
EQUITY IN EARNINGS (LOSS) OF TELESPECTRUM WORLDWIDE INC 774 (39,389) (1,655)
OTHER INCOME (Notes 2 and 5) 1,136 1,324 1,694
-------- -------- --------
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAX BENEFIT (2,638) (42,457) (483)
INCOME TAX BENEFIT (855) (16,803) (150)
-------- -------- --------
LOSS FROM CONTINUING OPERATIONS (1,783) (25,654) (333)
INCOME (LOSS) FROM DISCONTINUED OPERATIONS, net of income
taxes (benefit) of $(754), $(32) and $159 (Note 12) (1,002) 22 230
GAIN (LOSS) ON SALE OF DISCONTINUED OPERATIONS, net of income taxes
of $996 in 1997 (Note 2 and 3) -- 1,383 (94)
-------- -------- --------
LOSS BEFORE EXTRAORDINARY ITEM (2,785) (24,249) (197)
EXTRAORDINARY LOSS ON EXTINGUISHMENT OF DEBT (1,132) -- --
-------- -------- --------
NET LOSS $ (3,917) $(24,249) $ (197)
======== ======== ========
BASIC AND DILUTED NET INCOME (LOSS) PER COMMON SHARE:
Continuing operations $ (0.47) $ (4.20) $ (0.05)
Discontinued operations and gain on merger (0.26) 0.23 0.02
Extraordinary item (0.30) -- --
-------- -------- --------
$ (1.03) $ (3.97) $ (0.03)
======== ======== ========
The accompanying notes are an integral part of these statements.
F-4
CRW FINANCIAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
ADDITIONAL UNREALIZED TOTAL
PREFERRED COMMON PAID-IN ACCUMULATED GAIN STOCKHOLDERS'
(In Thousands) STOCK STOCK CAPITAL DEFICIT ON INVESTMENT EQUITY
---------- ------ ------- ----------- ------------- ------
BALANCE, DECEMBER 31, 1995 $ -- $ 34 $ 4,102 $ (950) -- $ 3,186
Sale of Preferred Stock 2,345 -- -- -- -- 2,345
Conversion of Preferred Stock (2,345) 13 2,332 -- -- --
Exercise of Stock Options and
Warrants -- 7 1,121 -- -- 1,128
Adjustment to Investment in
TeleSpectrum Worldwide Inc.
(Note 1) -- -- 32,131 -- -- 32,131
Net Loss -- -- -- (3,917) -- (3,917)
------ -------- -------- -------- -------- --------
BALANCE, DECEMBER 31, 1996 -- 54 39,686 (4,867) -- 34,873
Unrealized gain on investment in
NCO Group, Inc. -- -- -- -- 1,263 1,263
Exercise of Stock Options and
Convertible Note -- 10 704 -- -- 714
Net Loss -- -- -- -- (24,249)
------ -------- -------- -------- -------- --------
BALANCE, DECEMBER 31, 1997 -- 64 40,390 (29,116) 1,263 12,601
Realized Gain on
Investment in NCO Group, Inc. -- -- -- -- (1,263) (1,263)
Exercise of Stock Options and
Convertible Note -- 5 888 -- -- 893
Net Loss -- -- -- (197) -- (197)
------ -------- -------- -------- -------- --------
BALANCE, DECEMBER 31, 1998 $ $ 69 $ 41,278 $(29,313) $ -- $ 12,034
====== ======== ======== ======== ======== ========
The accompanying notes are an integral part of these statements.
F-5
CRW FINANCIAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEAR ENDED DECEMBER 31,
-----------------------
1996 1997 1998
---- ---- ----
CASH FLOWS FROM OPERATING ACTIVITIES: (In Thousands)
Net Loss $ (3,917) $(24,249) $ (197)
Adjustments to reconcile net loss to net cash
used in operating activities-
Deferred income taxes (1,609) (16,803) (150)
Non-cash special compensation charge 629 -- --
(Gain) Loss on sale of collection business and Casino Money Centers -- (1,383) 94
Gain on sale of NCO Group, Inc. investment -- (1,324) (1,914)
Discontinued operations--noncash charges and working capital changes 1,010 584 44
Equity in TeleSpectrum Worldwide Inc. (income) loss (774) 39,389 1,655
Extraordinary loss on extinguishment of debt 1,132 -- --
Depreciation and amortization 112 160 9
Changes in operating assets and liabilities -
Other current assets 28 120 (20)
Other assets (179) 32 --
Accounts payable 174 (157) (96)
Accrued expenses and other liabilities 407 (1,707) (2,131)
-------- -------- --------
Net cash used in operating activities (2,987) (5,338) (2,706)
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in TeleSpectrum Worldwide Inc. (2,110) -- --
Purchases of property and equipment (32) (15) --
Proceeds from sale of Casino Money Centers, Inc. -- -- 1,950
Proceeds from sale of collection business -- 3,750 --
Proceeds from sale of NCO Group, Inc. investment -- 9,624 2,664
Investing activities of discontinued operations (346) (250) --
-------- -------- --------
Net cash provided by (used in) investing activities (2,488) 13,109 4,614
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of debt -- 672 --
Repayment of debt (318) (9,042) (702)
Proceeds from (repayments of) line of credit 2,500 -- --
Proceeds from exercise of stock options 1,128 714 797
Financing activities of discontinued operation (180) -- --
Sale of preferred stock 2,345 -- --
-------- -------- --------
Net cash provided by (used in) financing activities 5,475 (7,656) 95
-------- -------- --------
NET INCREASE IN CASH -- 115 2,003
CASH, BEGINNING OF PERIOD
-- -- 115
-------- -------- --------
CASH, END OF PERIOD $ -- $ 115 $ 2,118
======== ======== ========
The accompanying notes are an integral part of these statements
F-6
CRW FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1998
1. Background:
CRW Financial, Inc. was a subsidiary of Casino & Credit Services, Inc. prior to
May 11, 1995, and CRW's operations were a division of CCS from July 1992 to May
11, 1995 when CCS contributed all of its assets and subsidiaries other than
Central Credit, Inc. ("CCI") to a newly formed subsidiary, CRW Financial, Inc.
CCS then spun-off CRW in a distribution of CRW stock to CCS shareholders on May
11, 1995. The historical financial statements of CRW have been deemed to be
those of CCS, restated to present CCI as a discontinued operation.
CRW founded TeleSpectrum Worldwide Inc. in April 1996. TeleSpectrum Worldwide
Inc. ("TLSP") provides teleservices solutions to clients in the
telecommunications, insurance, financial services, pharmaceuticals, and
healthcare, consumer products and high technology industries. CRW formed TLSP in
April 1996 to acquire several teleservices businesses in connection with an
initial public offering of TLSP's common stock. CRW accounts for its investment
in TLSP under the equity method of accounting. In 1996, CRW recorded a $32.1
million increase, net of deferred income taxes, to its investment in TLSP to
reflect the increase in TLSP's equity due to its initial public offering of its
common stock and other issuances of its common stock in connection with the
acquisitions of certain businesses. In 1997, CRW wrote-down its investment in
TLSP by $23.3 million, net of deferred income taxes based on TLSP's net loss of
$160.4 million in 1997. TLSP's net loss included a goodwill write-off of $139.1
million.
In February, 1997, CRW sold the assets of its collection business (see Note 2).
On October 30, 1998, CRW sold its Casino Money Centers, Inc. ("CMC") subsidiary
to Innovative Financial Systems, Inc., an unrelated third party, (see Note 3).
Accordingly, the accompanying financial statements have been restated to present
the collection business and CMC as discontinued operations.
On September 3, 1998, CRW entered into a definitive merger agreement with TLSP
pursuant to which each share of CRW Financial, Inc. will be exchanged for .709
share of TLSP stock. CRW and TLSP have filed a preliminary merger proxy with the
Securities and Exchange Commission and currently expect the merger to close in
the second quarter of 1999.
The continuing operations consist of the CRW's corporate management costs. CRW
has no other operating activities.
2. Sale of the 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 stock at $18.42 per share. CRW recorded a gain
of $1,383,000 on the sale of the collection business. 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 (259)
Professional Fees and Accrued Expenses (881)
--------
Gain on sale before income taxes 2,379
Utilization of Net Operating Loss Carryforward (996)
--------
Gain on Sale of Collection Business $ 1,383
========
The appraisal of the consideration paid by NCOG indicated that the fair value of
the 517,767 shares of NCO Group, Inc. 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 NCO Group, Inc. common stock at $18.42 per
share was $750,000. In July 1997, the Company sold its 517,767 shares of NCO
Group, Inc. common stock for $9,624,000 resulting in a gain of $1,324,000. In
February 1998, the Company sold its warrant to purchase 375,000 shares of NCO
Group, Inc. common stock for $2,664,000 resulting in a gain of $1,914,000.
F-7
CRW FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
DECEMBER 31, 1998
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 December 31, 1997, the investment
in NCOG was classified as available-for-sale and reported at market value;
therefore, an unrealized holding gain of $1,263,000 was presented as a separate
component of stockholders' equity.
Sale of Casino Money Centers, Inc.
On October 30 1998, CRW sold all of the outstanding stock of CMC to Innovative
Financial Systems, Inc. ("IFS") for $2,250,000 in cash. The purchase price was
payable $1,950,000 on October 30, 1998 and $300,000 in February 1999, subject to
a final purchase price adjustment. The Company recorded a loss of $94,000 on the
sale of CMC. Below is a summary of the loss on the sale of CMC:
Sale proceeds $2,250,000
Net Book Value (1,824,000)
Severance and Transaction Costs (448,000)
Purchase Price Adjustment (72,000)
--------
Loss on Sale of CMC $ (94,000)
==========
4. Summary of Significant Accounting Policies:
Principles of Consolidation
The consolidated financial statements include the accounts of CRW Financial Inc.
As of December 31, 1998, CRW had no operating subsidiaries. All significant
intercompany accounts and transactions have been eliminated.
Use of Estimates in Preparation of Financial Statements
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
effect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Property and Equipment
Property and equipment are stated at cost. CRW provides for depreciation on a
straight-line basis over estimated useful lives of three to five years.
Leasehold improvements are amortized over the lease term. Depreciation expense
for the years ended December 31, 1996, 1997 and 1998 was $33,000, $43,000 and
$9,000, respectively.
Income Taxes
The Company accounts for income taxes in accordance with Statement of Financial
Accounting Standard No. 109, "Accounting for Income Taxes" (SFAS No. 109). Under
SFAS No. 109, deferred income tax assets and liabilities are determined based on
differences between the financial reporting and income tax basis of assets and
liabilities measured using enacted income tax rates and laws that are expected
to be in effect when the differences reverse.
Statement of Cash Flows
For the years ended December 31, 1996, 1997 and 1998 the Company paid interest
expense of approximately $791,000, $488,000 and $15,000, respectively. The
Company did not pay any income taxes for the years ended December 31, 1996, 1997
and 1998.
F-8
CRW FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
DECEMBER 31, 1998
Stock Split
On October 3, 1996, the Company declared a three-for-one stock split payable on
October 24, 1996 to all holders of record on October 14, 1996. All amounts and
per share amounts in the accompanying financial statements have been
retroactively restated to reflect this stock split.
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. The weighted average number of shares of
common stock outstanding in 1996, 1997 and 1998 for purposes of computing basic
and diluted EPS was 3,793,846, 6,099,118 and 6,549,177 in 1996, 1997 and 1998,
respectively.
5. Investment in TLSP:
On April 29, 1996 CRW formed a wholly owned subsidiary, TeleSpectrum Worldwide
Inc. ("TLSP"). TLSP entered into asset purchase agreements to acquire six
teleservices business contingent upon an initial public offering of its common
stock. CRW made a $2,100,000 capital contribution to TLSP on May 23, 1996 (Note
6). On May 23, 1996, in connection with the acquisitions and initial public
offering, CRW issued warrants to its CEO, CFO, Director of Acquisitions and a
consultant to purchase an aggregate of 839,108 shares of TLSP stock from CRW at
$1.50 per share. The Company obtained an appraisal which indicated that the
warrants had a fair value of $0.75 per warrant on May 23, 1996. Accordingly, the
Company recorded a special non-cash compensation charge of $629,000 on May 23,
1996.
In September 1996, certain subordinated lenders described in Note 6 exercised
warrants to purchase 784,997 shares of TLSP common stock from CRW at $1.50 per
share. As a result, the Company received cash proceeds of $1,177,000 and
recorded a gain on the sale of $1,136,000. In February 1997, certain
subordinated lenders exercised warrants to purchase 809,155 shares of TLSP
common stock from the Company pursuant to the cashless exercise provisions of
the warrants whereby the warrants were canceled in exchange for 732,583 shares
of TLSP stock. In 1998, a warrant holder exercised a warrant to purchase 75,445
shares of TLSP common stock from the Company pursuant to the cashless exercise
provision of the warrant, whereby the warrants were canceled in exchange for
45,974 shares of TLSP common stock. After these exercises, CRW owned 6,946,583
shares of TLSP common stock. If all of the remaining warrants to purchase TLSP
stock are exercised, CRW will receive approximately $1,018,000 of consideration
and would then own 6,238,413 shares of TLSP.
CRW's investment in TLSP has been accounted for on the equity method since
August 1996. The net investment balance at December 31, 1998 and 1997 was
$13,611,000 and $15,266,000, respectively. For the year ended December 31, 1998
and 1997, CRW recorded a $1,655,000 and $39,389,000 loss on its investment in
TLSP, under the equity method, which represented CRW's portion of TLSP's net
loss. These losses were partially offset by a $662,000 and $16,103,000 reduction
in CRW's deferred tax liabilities, respectively. TLSP reported a net loss of
$160,475,000 for the year ended December 31, 1997, primarily due to a goodwill
impairment charge of $139,100,000. At December 31, 1997, TLSP changed it method
of measuring goodwill impairment from an undiscounted cash flow approach to a
discounted cash flow approach because TLSP believes the measurement of the value
of goodwill through a discounted cash flow approach is preferable in that such
method most closely approximates the fair value of goodwill.
F-9
CRW FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
DECEMBER 31, 1998
The condensed results of operations for the year ended December 31, 1998 and
financial position as of December 31, 1998 of TLSP, is as follows (in
thousands):
Condensed Statement of Operations Information:
Revenue $ 167,428
Operating Loss (5,941)
Net Loss (6,461)
Condensed Balance Sheet Information:
Current Assets $ 39,960
Non-Current Assets 63,729
Current Liabilities 23,258
Non-Current Liabilities 3,863
Stockholders' Equity 76,568
6. Debt:
December 31,
------------------
1997 1998
---- ----
(In Thousands)
Revolving line of credit with bank $-- $--
Convertible subordinated note to stockholder 126 --
Note payable to All Check Cashing (see Note 6) -- --
Notes payable to stockholders 672 --
---- ----
798 --
Less-Current portion (798) --
---- ----
$-- $--
==== ====
In connection with the Merger and the Distribution discussed in Note 1, CRW
assumed certain bank debt of CCS and refinanced it with proceeds from a
$6,000,000 three-year revolving line of credit. Proceeds from the line of credit
were used to repay all of CCS's bank debt and to provide additional working
capital. In connection with the February 2, 1997 sale of CRW's collection
business, CRW repaid $2,000,000 of the line of credit. In July 1997, CRW repaid
the remaining $6,500,000. In connection with the line of credit, CRW issued to
the bank warrants to purchase an aggregate of 335,554 shares of its common stock
at an average exercise price of $1.95 per share. In 1997, 273,054 of these
warrants were exercised in a cashless exercise whereby the warrants were
canceled in exchange for 241,041 shares of CRW common stock. As a result, the
bank still holds 62,500 warrants with an exercise price of $6.50 per share.
In November 1995, the Company issued a $1,000,000 convertible subordinated note
to J. Brian O'Neill, the Company's CEO. The note bore interest at 12.5% and
requires 36 monthly payments of $33,454. There is no remaining principal balance
due under the note as of December 31, 1998. The note contains a provision which
allows Mr. O'Neill to repay to CRW principal payments made by CRW under the note
during the previous 24 months and convert such repayments into CRW common stock.
During 1996, 1997 and 1998, Mr. O'Neill utilized this provision to repay CRW
$916,455 and convert such amount into 560,989 shares of CRW common stock. As of
December 31, 1998, Mr. O'Neill had the right to repay CRW approximately $83,000
and convert such amount into approximately 51,412 shares of CRW common stock.
Proceeds from the loan were used for capital expenditures and to increase
working capital.
On May 23, 1996, CRW issued $2,100,000 of subordinated notes to certain
directors, shareholders and employees. The subordinated notes were repaid in
September 1996 with proceeds from the bank line. Proceeds from the subordinated
notes were used to capitalize TLSP (see Note 5). In connection with the
subordinated notes, CRW issued warrants ("lender warrants") to the subordinated
lenders and to CRW's bank to purchase 1,433,454 and 74,445 shares of TLSP common
stock, respectively, from CRW for $1.50 per share. The Company obtained an
appraisal which indicated that the lender warrants had a fair value of $0.75 per
warrant on May 23, 1996. Accordingly, the debt was discounted $1,132,000 to
reflect the value of the lender warrants. The repayment of the subordinated debt
in September 1996 resulted in an extraordinary loss of $1,132,000.
F-10
CRW FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
DECEMBER 31, 1998
In November 1997, a shareholder and former employee issued a $500,000 demand
note to the Company. The note bears interest at 12% and was repaid in March
1998. Proceeds were used to fund temporary working capital requirements prior to
the sale of the NCO Group, Inc. warrant (Note 2).
In December 1997, a shareholder issued a $172,000 demand note to the Company.
The note is non-interest bearing and was repaid in March 1998. Proceeds were
used to fund temporary working capital requirements prior to the sale of the NGO
Group, Inc. warrant (Note 2).
7. Income Taxes:
The net income tax provision (benefit) consists of the following:
FOR THE YEARS ENDED DECEMBER 31,
--------------------------------
1996 1997 1998
---- ---- ----
(In Thousands)
Income taxes (benefit) from:
Continuing operations $ (855) $(16,803) $ (150)
Discontinued operation (754) 964 159
-------- -------- --------
Net income taxes (benefit) $ (1,609) $(15,839) $ 9
======== ======== ========
The net income tax benefit in 1996 and 1997 has been allocated to continuing
operations and the discontinued operation by applying CRW's effective income tax
rate to loss from continuing operations and income from the discontinued
operation. The net income tax benefits relate to operating losses incurred
during the periods. The tax benefits result from the reduction of the deferred
tax liabilities. No deferred state tax benefit has been recorded.
The statutory federal income tax rate is different from the effective income tax
rate as indicated below:
FOR THE YEARS ENDED DECEMBER 31,
--------------------------------
1996 1997 1998
---- ---- ----
Statutory federal income tax rate
(benefit) (34.0)% (34.0)% (34.0)%
Non-deductible
expenses 17.3 -- 9.0
Reduction of deferred tax asset
valuation allowance (17.7) (5.6) (6.0)
----- ----- -----
(34.4)% (39.6)% (31.0)%
===== ===== =====
Deferred taxes are determined based on the estimated future tax effects of
differences between the financial statement and income tax bases of assets and
liabilities given the provisions of tax laws. The net deferred tax asset related
to continuing operations is comprised of the following:
FOR THE YEARS ENDED DECEMBER 31,
--------------------------------
1997 1998
---- ----
(In Thousands)
Non-current deferred taxes related
to continuing operations:
Gross assets $ 2,324 $ 2,317
Gross liabilities (5,795) (5,795)
------- -------
Net deferred taxes related to
continuing operations $(3,471) $(3,478)
======= =======
The Company did not have a valuation allowance against deferred tax assets at
December 31, 1997 and 1998, as it believes it is more likely than not that the
deferred tax assets will be realized.
F-11
CRW FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
DECEMBER 31, 1998
The tax effect of significant temporary differences representing deferred tax
assets and liabilities related to continuing operations are as follows:
FOR THE YEARS ENDED DECEMBER 31,
--------------------------------
(In Thousands)
1997 1998
---- ----
Net Operating loss carryforwards $ 2,324 $ 2,317
Investment in TLSP (5,795) (5,795)
------- -------
Net deferred tax asset (liability) $(3,471) $(3,478)
======= =======
CRW has a June 30 fiscal year-end. As of June 30, 1998, CRW had a net operating
loss carryforward of approximately $9,000,000.
8. Stockholders' Equity:
On February 29, 1996, CRW sold $2.5 million of its Series A Convertible
Preferred Stock (the "Preferred Stock") to an investor group consisting of
several investment funds and certain individuals. In addition, the investor
group received warrants to purchase 451,812 shares of CRW common stock at an
exercise price of $1.94 per share. In December 1996 the Preferred Stock was
converted into 1,290,879 shares of Common Stock. In January 1997, the warrants
were exercised pursuant to a cashless exercise whereby the warrants were
exchanged for 354,586 shares of CRW common stock. In connection with the sale of
the Preferred Stock, the Company's Chief Executive Officer, J. Brian O'Neill,
entered into a put agreement which provided the investor group with the right to
require Mr. O'Neill to purchase their Preferred Stock at a price of $3.87 per
share on March 1, 1999. In connection with the put agreement, the Company
granted Mr. O'Neill a warrant to purchase 300,000 shares of CRW common stock at
an exercise price of $1.94 per share. The warrant expires on August 31, 1999.
9. Commitments and Contingencies:
CRW and CMC had noncancelable related-party leases discussed in Note 10, for its
office facilities. Rent expense under leases related to discontinued operations
was $378,000 in 1996, $172,000 in 1997 and $30,000 in 1998. The future minimum
lease payments under leases related to continuing operations at December 31,
1998, net of sublease commitments is zero.
CRW is a party to a lawsuit which was incidental to the ordinary course of
business of its collection business. NCOG did not assume any potential liability
under such lawsuits in connection with NCOG's acquisition of the net assets of
the collection business in February 1997. The Company intends to vigorously
defend all such actions and, in the current opinion of management, the ultimate
resolution of such actions will not have a material adverse effect on the
Company's business, financial condition or results of operations. The actual
results of these claims, however, could be materially different.
F-12
CRW FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
DECEMBER 31, 1998
10. Related Party Transactions:
Since April 1998, CRW has shared office space on a month to month basis with the
O'Neill Group, LLC, a partnership controlled by J. Brian O'Neill. CRW pays the
O'Neill Group $3,000 a month for rent and other office expenses. In 1998, CRW
paid the O'Neill Group $27,000 for rent and office expenses. In June 1998, CMC
entered into a lease for office space from Swedesford Road L.P., a partnership
controlled by J. Brian O'Neill. CMC paid approximately $30,000 in rent for the
office space in 1998. From December 1996 to August 1997, CRW leased an aggregate
of 13,000 square feet in King of Prussia, Pennsylvania from 210 Mall Boulevard
Associates, a partnership which is controlled by J. Brian O'Neill, CRW's Chief
Executive Officer. From February 1997 to July 1997, NCO Group, Inc. subleased
the facility from CRW. In August 1997, the sublease expired and the lease
between CRW and 210 Mall Boulevard Associates was terminated. In 1996 and 1997,
respectively, CRW paid $11,739 and $33,000 in rent to 210 Mall Boulevard
Associates. CRW also subleases a 22,000 square foot facility in King of Prussia,
PA from Cendant Corporation and has subleased the facility to TLSP. Cendant
currently leases the facility from an unrelated party. However, prior to October
1997, Cendant leased the facility from CRW Building Limited Partnership, a
partnership controlled by Mr. O'Neill. Prior to subleasing the facility to TLSP,
CRW paid approximately $365,000 in rent in 1996 under the sublease from Cendant.
In addition, CRW also leased office space in 1996 in Conshohocken, PA, from Lee
Park Investors, L.P., a partnership controlled by Mr. O'Neill. The lease was
assumed by NCOG on February 2, 1997. CRW paid approximately $46,000 and $4,000
in rent in 1996 and 1997, respectively to Lee Park Investors, L.P.
CMC leases approximately 3,000 square feet of space in Las Vegas, Nevada on a
month to month basis. Rent expense for this facility was approximately $115,000
in 1997 and $95,000 in 1998.
The aggregate minimum rent due from the Company on all of the above leases
through the end of their terms, net of commitments for payments under subleases,
is zero. Management believes the Company's existing facilities are sufficient to
support its anticipated needs in 1998.
11. Stock Option Plan:
The Company established the CRW 1995 Stock Option Plan (the "Plan") for its
employees, directors and certain other individuals. The Company may grant either
non-qualified or incentive stock options under the Plan. An aggregate of
3,000,000 shares of common stock have been reserved for the Plan. A committee of
the Board of Directors administers the Plan and determines the terms of the
option grants. Options vest as determined by the Board and expire no later than
10 years from the date of grant. Each option entitles the holder to purchase one
share of common stock at the indicated exercise price. As of December 31, 1998,
options to acquire 1,122,500 shares were outstanding at exercise prices ranging
from $0.97 to $10.00 per share. All of the options outstanding are exercisable.
The Company applies APB Opinion No. 25, "Accounting for Stock Issued to
Employees," and related interpretations in accounting for the CRW 1995 Stock
Option Plan. All options granted under the plan have been with exercise prices
equal to the fair market value of the stock on the date of grant. Accordingly,
no compensation expense has been recognized for the grants under the Plan. Had
compensation cost for the Plan been determined consistent with the methodology
prescribed under SFAS No. 123, "Accounting for Stock-Based Compensation," the
Company's loss and loss per share would have been approximately ($4,560,000), or
($0.93) per
F-13
CRW FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
DECEMBER 31, 1998
share in 1996. The Company did not grant any options during 1997 or 1998. As
such, SFAS No. 123 does not impact the 1997 and 1998 loss or loss per share
because all options granted before 1997 were fully vested. The pro forma effect
for 1996 is not representative of the pro forma effect on earnings in future
years since it does not take into consideration the pro forma compensation
expense related to grants made prior to 1996. The fair value of each option
granted during 1996 was estimated on the date of grant using the Black-Scholes
option-pricing model with the following assumptions: dividend yield of 0%,
expected volatility of 82%, risk-free interest rate of 5.23% in 1996, and an
expected life of 3 years. The weighted average fair value at the date of grant
for options granted during 1996 was $1.54 per share, respectively. The weighted
average remaining contractual life of the outstanding stock options at December
31, 1998 was five years.
The following table summarizes the aggregate option activity under the plan:
Weighted Average
Exercise Price
Activity Exercise Price Per Share
-------- -------------- ----------------
Balance outstanding,
December 31, 1995 825,000 $0.97-$ 1.27 $ 0.99
Granted 1,140,000 $1.94-$10.00 $ 3.37
Exercised (482,475) $0.97-$ 7.92 $ 1.89
Canceled -- -- --
Balance outstanding,
December 31, 1996 1,482,525 $0.97-$10.00 $ 2.50
Granted -- -- --
Exercised (224,408) $0.97-$ 3.75 $ 1.88
Canceled -- -- --
Balance outstanding,
December 31, 1997 1,258,117 $0.97 - $10.00 $ 2.55
Granted -- -- --
Exercised (110,867) $0.97-$3.75 $ 3.63
Canceled (24,750) $7.23 $ 7.23
--------- ----- --------
Balance outstanding
December 31, 1998 1,122,500 $0.97 - $10.00 $ 2.45
========= ============== ========
F-14
CRW FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
DECEMBER 31, 1998
Options to purchase 1,122,500 and 1,258,117 shares of common stock were
exercisable at an average exercise price of $2.45 and $2.55 at December 31, 1998
and 1997, respectively. At December 31, 1998, 1,035,000 shares were available
for future grants under the Plan.
During 1996, 1997 and 1998, the Company received proceeds of $1,128,000,
$714,000 and $797,000, respectively, from the exercise of stock options.
12. Discontinued Operations:
The following table summarizes the operating results of the collection business,
CMC and CCI (in thousands):
FOR THE YEARS ENDED DECEMBER 31,
--------------------------------
1996 1997 1998
---- ---- ----
Net revenues $ 30,844 $ 6,995 $ 4,936
Operating expenses 32,591 7,005 4,547
Other expenses 9 -- --
Income (loss) before
income taxes (1,756) (10) 389
Income taxes (benefit) (754) (32) 159
-------- -------- --------
Income (loss) from discontinued
Operations ($ 1,002) $ 22 $ 230
======== ======== ========
The following table summarizes the net assets of Casino Money Centers, Inc. as
of December 31, 1997 (in thousands):
Current assets $ 1,678
Property and equipment 197
Intangible assets, net 352
Other assets 9
-------
Total assets 2,236
Current liabilities (498)
-------
Net assets $ 1,738
=======
F-15
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
CRW FINANCIAL, INC.
Dated: March 30, 1999 By: /s/ J. Brian O'Neill
---------------------------
J. Brian O'Neill
Chief Executive
Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ J. Brian O'Neill Chief Executive Officer and Director March 30, 1999
- -------------------------- (Principal Executive Officer)
J. Brian O'Neill
/s/ Jonathan P. Robinson Chief Financial Officer and Principal March 30, 1999
- -------------------------- Financial and Accounting Officer
Jonathan P. Robinson
/s/ Robert N. Verratti Director March 30, 1999
- --------------------------
Robert N. Verratti
/s/ Bernard Morgan Director March 30, 1999
- --------------------------
Bernard Morgan
/s/ Mark J. DeNino Director March 30, 1999
- --------------------------
Mark J. DeNino
/s/ Eustace W. Mita Director March 30, 1999
- --------------------------
Eustace W. Mita
EXHIBIT INDEX
3.1 Restated Certificate of Incorporation of the Registrant (1)
3.2 Amendment to Restated Certificate of Incorporation of the
Registrant (2)
3.3 Amended Bylaws of the Registrant (3)
4.1 Term Loan Note and Addendum dated November 1, 1995
executed by the Registrant in favor of J. Brian O'Neill
and Miriam P. O'Neill (2)
10.1 Agreement of Lease dated as of July, 1994, between CRW Building
Limited Partnership and Casino and Credit Services, Inc. (1)
10.2 Sublease Agreement dated May 10, 1995 between Casino and Credit Services, Inc.
and the Registrant (3)
10.3 Sublease Agreement between TeleSpectrum Worldwide Inc. and the
Registrant (2)
10.4 Lease Agreement dated July 1, 1996 between the Registrant and
Lee Park Investors, L.P. (2)
10.5 Lease Agreement dated December 5, 1996 between the
Registrant and 210 Mall Boulevard Associates (2)
10.6 Employment Agreement dated May 11, 1995 between J. Brian O'Neill
and the Registrant (3)
10.7 Employment Agreement dated May 11, 1995 between Jonathan P.
Robinson and the Registrant (3)
10.8 Amended and Restated 1995 Stock Option Plan of the Registrant(4)
10.9 Asset Acquisition Agreement dated February 2, 1997 among the
Registrant, Kaplan & Kaplan, Inc., NCO Group, Inc., CRWF
Acquisition, Inc. and K & K Acquisition, Inc. (5)
10.10 Merger Agreement between CRW Financial, Inc. and TeleSpectrum Worldwide Inc.
21 Subsidiaries of the Registrant (6)
23 Consent of Arthur Andersen LLP (6)
27 Financial Data Schedule (Electronic Filing Only)
(1) Filed as an Exhibit to the Form 10-K filed with the Securities and Exchange
Commission on March 29, 1996 and incorporated herein by reference.
(2) Filed as an Exhibit to the Form 10-K filed with the Securities and Exchange
Commission on April 6, 1997 and incorporated herein by reference.
(3) Filed as an Exhibit to the Registration Statement on Form S-1 (No. 33-62700)
and incorporated herein by reference.
(4) Filed as an Exhibit to CRW's definitive proxy statement for its 1996 Annual
Meeting of Stockholders and incorporated herein by reference.
(5) Filed as an Exhibit to CRW's Form 8-K dated February 2, 1997 and
incorporated herein by reference.
(6) Filed herewith.