1
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED March 31, 1997
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE TRANSITION PERIOD FROM _______________ TO _______________
Commission file number 0-28834
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Abacus Direct Corporation
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(Exact name of small business issuer as specified in its charter)
Delaware 84-111816 6
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
8774 Yates Drive, Westminster, Colorado 80030
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(Address of principal executive offices) (Zip Code)
(303) 657-2800
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(Issuer's telephone number)
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(Former name, former address and former fiscal year, if changed since last
report)
Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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
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APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of the issuer's class of common equity,
as of the last practicable date: common stock, $.001 par value; 9,538,903
shares outstanding as of May 8, 1997.
Transitional Small Business Disclosure Format (check one):
Yes No X
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PART I
ITEM 1. FINANCIAL STATEMENTS
ABACUS DIRECT CORPORATION
STATEMENT OF OPERATIONS
(in thousands, except per share amounts)
(Unaudited)
THREE MONTHS ENDED
MARCH 31,
1997 1996
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Revenue from operations $ 5,525 $ 2,780
Cost of Revenue 1,080 747
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Gross Profit 4,445 2,033
Other Operating Costs
Sales and marketing 1,445 787
General and administration 1,231 626
Research and development 287 140
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Total Operating Expenses 2,963 1,553
Operating Profit 1,482 480
Interest and Other Income (Expense) 63 (61)
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Net income Before Income Taxes 1,545 419
Income tax expense 564 168
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Net Income $ 981 $ 251
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Earnings Per Common Share $ 0.10 $ 0.03
Weighted Average Number of Common and
Common Equivalent Shares Outstanding 10,136 9,510
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See notes to condensed financial statements
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ABACUS DIRECT CORPORATION
BALANCE SHEET
(In thousands)
MARCH 31, DECEMBER 31,
1997 1996
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ASSETS (Unaudited)
CURRENT ASSETS
Cash and cash equivalents $ 5,448 $ 5,924
Accounts receivable (less allowance for doubtful accounts of $408
and $375, respectively) 4,613 3,735
Prepaid expenses and other assets 483 260
Deferred tax assets 284 284
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Total current assets 10,828 10,203
Note receivable from stockholder 38 38
Property and equipment, net 2,464 1,823
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$ 13,330 $ 12,064
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LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable 237 225
Accrued expenses:
Sales commissions 157 165
Bonuses 195 647
Vacations 304 261
Other accruals 744 436
Current maturities of long-term debt 13 13
Income tax payable 662 276
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Total Current Liabilities 2,312 2,023
Long-term debt 25 29
STOCKHOLDERS' EQUITY
Common stock, $.001 par value 10 10
Additional paid-in capital 5,234 5,233
Retained earnings 5,749 4,769
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Total Stockholders' equity 10,993 10,012
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$ 13,330 $ 12,064
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See notes to condensed financial statements
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ABACUS DIRECT CORPORATION
STATEMENT OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
THREE MONTH ENDED
MARCH 31,
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1997 1996
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OPERATING ACTIVITIES
Net Income $ 981 $ 251
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization 240 140
Provision for doubtful accounts receivable 32 6
Changes in:
Accounts receivable (910) (99)
Prepaid expenses and other assets (223) (58)
Accounts payable 12 (30)
Accrued expenses (110) 14
Income taxes payable 386 (167)
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Net cash provided by operating activities 408 57
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INVESTING ACTIVITIES
Purchases of property and equipment (881) (117)
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Net cash used in investing activities (881) (117)
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FINANCING ACTIVITIES
Principal payments on long-term debt (3) (251)
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Net cash used in financing activities (3) (251)
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Net decrease in cash and cash equivalents (476) (311)
Cash and cash equivalents at beginning of period 5,924 1,345
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Cash and cash equivalents at end of period $ 5,448 $ 1,034
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SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid 1 74
Income taxes paid 178 319
See notes to condensed financial statements
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ABACUS DIRECT CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
Note 1 - Interim Financial Information
The condensed financial statements included herein have been prepared by Abacus
Direct Corporation (the "Company"), without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission, and in the opinion of
management contain all adjustments (consisting of only normal recurring
adjustments) necessary to present fairly the financial position of the Company.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to such rules and regulations, although
the Company believes that the disclosures are adequate to make the information
presented not misleading. It is suggested that these condensed financial
statements be read in conjunction with the financial statements and the notes
thereto included in the Company's 10-KSB dated March 26, 1997.
Note 2 - Earnings Per Common Share
Net income per common share is computed based on the weighted average number of
common shares outstanding and gives effect to certain adjustments described
below. Common equivalent shares are not included in the per share calculation
where the effect of their inclusion would be antidilutive, except that, in
conformity with SEC requirements, net income per common share includes common
and common equivalent shares issued during the twelve-month period prior to the
filing of the Company's September 1996 initial public offering as they were
outstanding for all periods, using the treasury stock method and the initial
public offering price.
In February 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128, Earnings per Share ("FAS 128"). FAS 128
changes the computation, presentation and disclosure requirements of earnings
per share that has been previously followed by the Company. FAS 128 is
effective for years ending after December 15, 1997 and early adoption is not
permissible. If the provisions of FAS 128 were adopted for the three month
periods ended March 31, 1997 and 1996, the Company's pro forma basic earnings
per share and its pro forma diluted earnings per share would have been
unchanged from earnings per common share presented in the accompanying
statement of operations.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
MANAGEMENT'S DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1997 COMPARED WITH THREE MONTHS ENDED MARCH 31,
1996
The Company's revenue from operations in the first quarter of 1997 increased
98.7% to $5.5 million from $2.8 million in the first quarter of 1996. Net sales
rose primarily due to higher sales penetration with each client, increased new
clients and to a lesser extent an expanded product line.
The first quarter cost of operations increased 44.6% to $1,081,000 from
$747,000 in the first quarter last year. As a percent of revenue, cost of
operations decreased from 26.9% in last year's first quarter to 19.6% in 1997.
Although the Company made substantial investments in increasing capacity to
facilitate the rapid increase in sales, the Company benefited from earlier
investments in its software, hardware and processing systems which resulted in
a lower cost of revenue.
Sales and marketing expenses increased 83.6% to $1,445,000 in the first quarter
this year from $787,000 in the same quarter last year. As a percent of revenue,
sales and marketing expenses decreased to 26.1% in the first quarter of 1997
from 28.3% in the first quarter of 1996. The increased expenses reflects the
Company's emphasis on expanding its selling staff and marketing activities in
previously untapped industry segments. Further contributing to the higher level
of expense was the sales staff commission program which provides incentives for
overachieving sales targets.
Research and development expenses increased 105.7% to $287,000 in the first
quarter this year from $140,000 in the same quarter last year. As a percent of
revenue, research and development increased to 5.2% in the first quarter from
5.0% in 1996. The increase in expense resulted from the Company intensifying
it's research and development efforts to achieve increased product performance
for clients and to develop new products to expand use of its database. In the
first quarter, expenses included start-up development costs for the Abacus
E-Net and for statistical development for the credit card, insurance and
publishing industries.
General and administrative expenses increased 96.7% for the first quarter this
year to $1,231,000 from $626,000 in the same quarter last year. As a percent of
revenue, general and administrative expenses decreased from 22.5% in last
year's first quarter to 22.3% this year. The increase in expense resulted
primarily from benefits, taxes and other costs associated with a 52% increase
in Company staff and to a lesser degree costs associated with increased
executive compensation and performance bonuses along with CFO transition and
recruiting expenses. The expense ratio decreased due to rapid revenue growth
and due to many costs being of a lower variable nature.
Operating profit increased 208.2% during the quarter ending March 31, 1997 to
$1,482,000 from $480,000 in the same quarter of 1996. As a percent of revenue,
operating profits in the first quarter rose to 26.8% from 17.3% in 1996. The
increase can be attributed to increased revenue, economies of scale and the
Company's ability to leverage its database resource among new and existing
clients. Due to the significant seasonality of the Company's revenues,
operating profit margins in the first and second quarters are typically much
lower than the margins recorded in the third and fourth quarters of each year.
During the first quarter of 1997, the company recorded $63,000 of interest
income net of interest expense. This compares to a net interest expense of
$61,000 in the same quarter of 1996 when the Company had $2.6 million of
outstanding debentures payable.
The Company's effective income tax rate for the first quarter of 1997 was
calculated on an estimated annualized rate of 36.5% compared to an estimated
rate of 40.0% for the same period in 1996. The Company achieved lower tax
rates due to some of its income not being taxed at the state level.
Net income in the first quarter of 1997 was $981,000 or $.10 per share compared
with net income of $251,000 or $.03 per share in the first quarter last year.
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SEASONALITY
The Company's business is seasonal in nature. The third and fourth quarters of
each year, include the peak selling season during which the Company is
supplying the catalog industry with data services in advance of the fall and
holiday seasons. In the first and second quarters, orders are fewer and
smaller. As a result, cost of operations, sales and marketing, research and
development, and general and administrative expenses as a percentage of
revenues are usually higher and operating profit is usually lower during the
first half of each year.
LIQUIDITY AND CAPITAL RESOURCES
The Company met its short-term liquidity needs and its capital requirements
through $408,000 generated from operations. Investing activities were comprised
of $881,000 used for capital expenditures. An equipment lease payable for
$38,000 was the only form of long term debt or borrowing the Company had
outstanding at March 31, 1997.
The Company believes that its cash flow from operations will provide adequate
resources to meet its capital requirements and operational needs for the
foreseeable future.
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PART II
ITEM 5. OTHER INFORMATION.
The Company has entered into an employment agreement (the "Employment
Agreement"), dated May 2, 1997, with Carlos E. Sala (the "Executive"),
pursuant to which he will serve as Senior Vice President-Finance, Chief
Financial Officer, Secretary and Treasurer of the Company commencing May 19,
1997. The Executive was hired to fill the vacancy created by the resignation of
Karl M. Friedman, Senior Vice President-Finance, Chief Financial Officer,
Secretary and Treasurer of the Company, who will be resigning effective May 19,
1997.
The Employment Agreement has an initial term of one year and provides
for automatic renewal for up to three additional one year periods, unless the
Company or the Executive elects to terminate the Employment Agreement by written
notice. The Employment Agreement provides for an initial annual base salary of
$230,000, with future increases based on increases in the consumer price index
or by such higher amount as determined by the Company's Board of Directors. The
Employment Agreement also provides that the Executive may be granted a bonus of
up to fifty percent (50%) of the Executive's base salary based on the Company's
financial performance, and any additional bonus the Company's Board of Directors
may deem appropriate. In addition, the Employment Agreement provides for (i) the
grant of stock options to purchase 300,000 shares of Common Stock at an exercise
price equal to the fair market value of the Common Stock on the date of grant,
which become exercisable in four equal annual installments commencing the first
anniversary of the date of grant, and (ii) compensation of the Executive, in a
mutually agreeable form, for the value of the Executive's stock options granted
to him by his previous employer, which the Executive is forfeiting in connection
with the commencement of his employment with the Company.
The Company may terminate the Employment Agreement for disability or
with or without cause. The Executive may terminate his Employment Agreement in
the event of (i) a material breach of the agreement by the Company, (ii) the
Executive's removal from his current position without cause, or (iii) "a change
in control" of the Company. In the event the Company terminates the Executive's
employment for a reason other than disability or cause, or if the Executive
terminates his employment as set forth
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above, or if the Employment Agreement is not renewed, the Executive will be
entitled to receive a payment equal to his annual base salary then in effect
and the bonus amount the Executive would have been eligible for on the date of
the termination. Under the Employment Agreement, "change in control" of the
Company means (i) the acquisition by any person of beneficial ownership of
forty percent (40%) or more of the voting stock of the Company or (ii) the
approval by the Board of Directors of a sale of all or substantially all of the
assets of the Company unless the Executive is a member of the Board of
Directors who affirmatively votes in favor of such sale transaction resulting
in the "change of control."
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
a. Exhibits
The following Exhibits are hereby filed as part of this Quarterly
Report on Form 10-QSB:
Number Exhibit
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10.1 Employment Agreement, dated
May 2, 1997, between the
Company and Carlos E. Sala.
11.1 Statement re: computation of
earnings per share.
27.1 Financial Data Schedule (for EDGAR
filing only).
SIGNATURE
In accordance with the requirements of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Dated: May 14, 1997 ABACUS DIRECT CORPORATION
s/ Karl M. Friedman
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Karl M. Friedman
Senior Vice President - Finance and Chief
Financial Officer
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EXHIBIT INDEX
Number Exhibit Page Number
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10.1 Employment Agreement, dated 11
May 2, 1997, between the
Company and Carlos E. Sala.
11.1 Statement re: computation of 21
earnings per share.
27.1 Financial Data Schedule (for EDGAR 22
filing only).