================================================================================
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarterly period ended October 31, 1998
Commission file number 000-23250
------------------------
MARKET AMERICA, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
North Carolina 56-1784094
------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
7605 Business Park Drive
Greensboro, North Carolina
----------------------------------------
(Address of principal executive offices)
27409
----------
(Zip Code)
(336) 605-0040
----------------------------------------------------
(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 / /
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of December 14, 1998.
19,950,000
================================================================================
PART I
ITEM 1 Statement of Financial Position as of October 31, 1998 (Unaudited)
and April 30, 1998
Statement of Operations for the Three and Six-Month Periods Ended
October 31, 1998 and 1997 (Unaudited)
Statement of Changes in Stockholders' Equity for the Six-
Month Periods Ended October 31, 1998 and 1997 (Unaudited)
Statement of Cash Flows for the Six-Month Periods Ended
October 31, 1998 and 1997 (Unaudited)
Notes to Financial Statements as of October 31, 1998 (Unaudited)
Statement of Financial Position as of
MARKET AMERICA, INC. October 31, 1998 and April 30, 1998
- --------------------------------------------------------------------------------------------------
(Unaudited)
October 31, 1998 April 30, 1998
-------------------- -------------------
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 29,432,998 $ 18,379,127
Short term investments 4,723,186 12,415,465
Advances to related parties 136,056 62,445
Notes receivable employees 103,330 51,919
Inventories 1,740,314 1,468,321
Other current assets 70,094 57,971
-------------------- -------------------
Total current assets 36,205,978 32,435,248
-------------------- -------------------
PROPERTY AND EQUIPMENT
Furniture and equipment 1,190,911 983,959
Software 270,130 259,199
Leasehold improvements 6,370 6,370
-------------------- -------------------
1,467,411 1,249,528
Less accumulated depreciation and
amortization 550,670 462,036
-------------------- -------------------
Total property and equipment 916,741 787,492
-------------------- -------------------
OTHER ASSETS
Restricted cash 81,643 79,018
Other 280,856 282,672
-------------------- -------------------
Total other assets 362,499 361,690
-------------------- -------------------
TOTAL ASSETS $ 37,485,218 $ 33,584,430
==================== ===================
The accompanying notes are an integral part of these financial statements.
Statement of Financial Position as of
MARKET AMERICA, INC. October 31, 1998 and April 30, 1998
- --------------------------------------------------------------------------------------------------
(Unaudited)
October 31, 1998 April 30, 1998
-------------------- -------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 1,172,739 $ 1,066,274
Sales tax payable 733,508 802,786
Commissions payable 2,011,733 2,755,776
Other accrued liabilities 140,602 202,886
Income taxes payable (396,115) 1,863,132
Unearned revenue 1,135,925 1,095,275
Current portion of long-term debt 125,027 152,476
-------------------- -------------------
Total current liabilities 4,923,419 7,938,605
-------------------- -------------------
LONG TERM DEBT 81,155 164,315
-------------------- -------------------
STOCKHOLDERS' EQUITY
Common stock, $.00001 par value;
800,000,000 shares authorized;
19,950,000 shares issued and outstanding 199 199
Additional paid-in-capital 39,801 39,801
Retained earnings 32,440,644 25,441,510
-------------------- -------------------
Total stockholders' equity 32,480,644 25,481,510
-------------------- -------------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 37,485,218 $ 33,584,430
==================== ===================
The accompanying notes are an integral part of these financial statements.
Statement of Operations for the Three
MARKET AMERICA, INC. and Six Month Periods Ended October 31, 1998 and 1997 (Unaudited)
- ----------------------------------------------------------------------------------------------------------------------------------
Three Month Periods Ended Six Month Periods Ended
------------------------- -----------------------
October 31, 1998 October 31, 1997 October 31, 1998 October 31, 1997
---------------- ---------------- ---------------- ----------------
SALES $ 26,867,213 $ 21,737,860 $ 53,588,122 $ 40,991,151
COST OF SALES 6,853,891 4,436,387 13,139,159 8,475,394
------------- ------------- ------------- -------------
GROSS PROFIT 20,013,322 17,301,473 40,448,963 32,515,757
------------- ------------- ------------- -------------
SELLING EXPENSES
Commissions 12,647,815 10,272,125 24,560,773 19,002,581
Sales tax 281,265 - 525,055 -
------------- ------------- ------------- -------------
12,929,080 10,272,125 25,085,828 19,002,581
------------- ------------- ------------- -------------
GENERAL and ADMINISTRATIVE EXPENSES
Salaries 1,057,900 860,770 2,040,090 1,673,229
Consulting 52,010 22,427 97,568 78,723
Rents 205,344 178,429 395,967 287,356
Depreciation & amortization 51,875 42,775 102,194 76,866
Other operating expense 1,343,703 914,000 2,327,353 2,149,531
------------- ------------- ------------- -------------
2,710,832 2,018,401 4,963,172 4,265,705
------------- ------------- ------------- -------------
INCOME FROM OPERATIONS 4,373,410 5,010,947 10,399,963 9,247,471
------------- ------------- ------------- -------------
OTHER INCOME (EXPENSE)
Income other 167,319 167,429 273,006 202,315
Interest income, net 396,145 248,416 762,087 417,980
Loss on disposal of assets - - (6,404) -
Miscellaneous 68,395 9,167 110,235 9,140
------------- ------------- ------------- -------------
Total other income (expense) 631,859 425,012 1,138,924 629,435
------------- ------------- ------------- -------------
INCOME BEFORE TAXES 5,005,269 5,435,959 11,538,887 9,876,906
PROVISION FOR INCOME TAXES 1,881,199 2,310,846 4,539,753 4,099,706
------------- ------------- ------------- -------------
NET INCOME $ 3,124,070 $ 3,125,113 $ 6,999,134 $ 5,777,200
============= ============= ============= =============
BASIC EARNINGS PER COMMON SHARE $ 0.16 $ 0.16 $ 0.35 $ 0.29
============= ============= ============= =============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 19,950,000 19,950,000 19,950,000 19,950,000
============= ============= ============= =============
The accompanying notes are an integral part of these financial statements.
Statement of Changes in Stockholders' Equity for the
Six Month Periods Ended October 31, 1998 and 1997
MARKET AMERICA, INC. (Unaudited)
- --------------------------------------------------------------------------------------------------------------------------
Common Stock
-------------------------------- Additional
Paid-in Retained
Shares Amount Capital Earnings Total
------------------ ----------- ----------------- ---------------- -----------------
Balances at April 30, 1997 19,950,000 $199 $ 39,801 $14,600,970 $14,640,970
Net Income - - - 5,777,200 5,777,200
------------------ ----------- ----------------- ---------------- -----------------
Balances at October 31, 1997 19,950,000 $199 $ 39,801 $20,378,170 $20,418,170
================== =========== ================= ================ =================
Balances at April 30, 1998 19,950,000 $199 $ 39,801 $25,441,510 $25,481,510
Net Income - - - 6,999,134 6,999,134
------------------ ----------- ----------------- ---------------- -----------------
Balances at October 31, 1998 19,950,000 $199 $ 39,801 $32,440,644 $32,480,644
================== =========== ================= ================ =================
The accompanying notes are an integral part of these financial statements.
Statement of Cash Flows for the Six
Month Periods Ended October 31, 1998 and 1997
MARKET AMERICA, INC. (Unaudited)
- ----------------------------------------------------------------------------------------------------------------------
October 31, 1998 October 31, 1997
---------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $ 6,999,134 $ 5,777,200
Adjustments to reconcile net income to net
cash provided by operating activities:
Loss on sale of assets 6,404 -
Depreciation and amortization 102,194 76,866
(Increase) decrease in inventories (271,993) (746,300)
(Increase) decrease in other current assets (12,123) (8,716)
(Increase) decrease in other assets 1,816 -
Increase (decrease) in accounts payable 106,465 (588,913)
Increase (decrease) in sales tax payable (69,278) 257,831
Increase (decrease) in income taxes payable (2,259,247) 708,220
Increase (decrease) in commissions payable (744,043) 32,780
Increase (decrease) in other accrued liabilities (62,284) (229,601)
Increase (decrease) in unearned revenue 40,650 (144,022)
------------------- ----------------------
NET CASH PROVIDED FROM OPERATING ACTIVITIES 3,837,695 5,135,345
------------------- ----------------------
CASH FLOWS FROM INVESTING ACTIVITIES
(Increase) decrease in short-term investments 7,692,279 5,754,708
(Increase) decrease in notes receivable, employees (51,411) (93,448)
Advances to related parties (73,611) -
Increase in restricted cash (2,625) (2,830)
Proceeds from sale of assets 23,286 -
Capital expenditures (261,133) (203,410)
------------------- ----------------------
NET CASH PROVIDED FROM
INVESTING ACTIVITIES 7,326,785 5,455,020
------------------- ----------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on long-term debt (110,609) (38,557)
------------------- ----------------------
NET INCREASE IN CASH AND CASH EQUIVALENTS 11,053,871 10,551,808
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 18,379,127 2,323,943
------------------- ----------------------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 29,432,998 $ 12,875,751
=================== ======================
The accompanying notes are an integral part of these financial statements.
Notes to Financial Statements
MARKET AMERICA, INC. October 31, 1998 (Unaudited)
- --------------------------------------------------------------------------------
Interim Financial Information
The unaudited interim financial statements of Market America, Inc. (the
"Company") as of October 31, 1998 and 1997 have been prepared in accordance with
the rules and regulations of the Securities and Exchange Commission. 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. In the opinion of
management, the accompanying interim financial statements contain all
adjustments, consisting of normal recurring adjustments, necessary to present
fairly the Company's financial statements as of October 31, 1998 and for the
three and six-month periods ended October 31, 1998 and 1997. Management suggests
that these financial statements should be read in conjunction with the audited
financial statements and notes thereto included in the Company's latest Annual
Report on Form 10-K. The results of operations for the three and six-month
periods ended October 31, 1998 may not be indicative of the results that may be
expected for the fiscal year ending April 30, 1999.
Earnings Per Share
The Company computes earnings per share ("EPS") based upon the requirements of
Statement of Financial Accounting Standards No. 128. This statement specifies
the calculation, presentation and disclosure requirements for both basic and
diluted EPS. The Company does not have any securities or contracts outstanding
with dilutive potential for its common shares.
Adoption of Accounting Standards
On May 1, 1998, the Company adopted Statement of Financial Accounting Standards
"SFAS" No. 130, "Reporting Comprehensive Income." Comprehensive income is the
total of net income and other changes in equity, excluding transactions with
stockholders, which are excluded from the measurement of net income. Since the
Company does not have any transactions that affect stockholders' equity other
than net income, the adoption of this standard did not have any effect on the
Company's financial statements.
On May 1, 1998 the Company also adopted SFAS No. 131, "Disclosure About Segments
of an Enterprise and Related Information." Since the Company only has one
business segment, the adoption of this standard did not require the Company to
disclose segment information.
Reclassifications
Certain reclassifications have been made to prior period amounts to conform with
the current period financial statements presentation. Reclassifications made had
no effect on previously reported net income.
Related Party Transactions
The Company has separate agreements with two different companies owned by Mr.
and Mrs. James H. Ridinger, officers and controlling stockholders of the
Company. One agreement is for the lease of real estate in Miami, Florida for use
by Company management when conducting business in Florida. This agreement has a
five-year term, with an option to renew. The amount of rental expense incurred
under this lease for the three and six-month periods ended October 31, 1998 was
$21,000 and $42,000, respectively. The other agreement is for the lease of a
yacht on a per event basis. The Company uses the yacht as an integral part of
its direct sales training, education and recruitment activities. This agreement
also has a five-year term with an option to renew. The amount of rental expense
Notes to Financial Statements
MARKET AMERICA, INC. October 31, 1998 (Unaudited)
- --------------------------------------------------------------------------------
incurred for the yacht for the three and six-month periods ended October 31,
1998 was $60,000 and $120,000, respectively.
The Company is currently negotiating an agreement with a company owned by Mr.
and Mrs. James H. Ridinger for a 30-year net ground lease for the site on which
the Company plans to construct its new headquarters and warehouse facility in
Greensboro, North Carolina. The lease is expected to require initial monthly
payments of approximately $12,000. Management expects the monthly payments to be
adjusted every five years for half of the increase in the Consumer Price Index
during the previous five-year period.
At October 31, 1998 the three companies owned by Mr. and Mrs. Ridinger owed the
Company $136,056.
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Liquidity & Capital Resources
The Company's current assets and liabilities were $36,205,978 and $4,923,419
respectively at October 31, 1998. This yielded a current ratio of 7.4 at October
31, 1998 compared to 4.1 at April 30, 1998. The increase in the current ratio is
primarily attributable to the cash provided by continued growth during the
six-month period ended October 31, 1998.
Cash and cash equivalents, investments with maturity dates of three months or
less when purchased, were $29.4 million at October 31, 1998 compared to $18.4
million at April 30, 1998. This increase in cash is directly related to the
Company's positive cash flow from operations and a decision in August 1998 by
management to convert $7.7 million of short-term investments to cash. Management
believes that the Company's cash reserves and cash flows provided by operations
will provide sufficient working capital for the remainder of the fiscal year.
The significant decrease in cash provided by operating activities between the
six-month periods ended October 31, 1998 and 1997 is primarily attributable to
large income tax estimated payments during October 1998.
The significant increase in cash provided by investing activities between the
six-month periods ending October 31, 1997 and 1998 is attributed to a decision
by management in August 1998 to convert $7.7 million of short-term investments
to cash. During the six-month period ended October 31, 1997, management
converted $5.8 million of short-term investments to cash.
The Company's liquidity and capital resources will be affected by its decision
in September 1998 to construct a new 80,000 square-foot headquarters and
warehouse facility near its current headquarters and warehouse, adjacent to the
principal airport in Greensboro, North Carolina. The Company is negotiating a
30-year net ground lease for the site of the new facility. The lease is expected
to require initial monthly payments of approximately $12,000. Management expects
the monthly payments to be adjusted every five years for half of the increase in
the Consumer Price Index during the previous five-year period. Management
expects that the cost of constructing the new facility will not exceed $3.7
million. The Company intends on using $2 million generated from operations and
financing the remaining $1.7 million with a 10 to 15 year loan. Management
believes that the new facility will have a positive effect on the efficiency of
the Company's operations and should contribute to enhanced profitability.
Results of Operations
The Company's sales continued to grow during the three and six-month periods
ended October 31, 1998. Net sales increased 23.6% to $26.9 million from $21.7
million for the quarter ended October 31, 1998 compared to the same period in
1997. Net sales also increased by 30.7% to $53.6 million from $41.0 million for
the six-month period ended October 31, 1998 compared to same period in 1997.
Management believes that its emphasis on one-to-one marketing, mass
customization and the expansion of its National Meeting, Training and Seminar
System, including new training programs such as Moving Up Seminars, to over
22,000 meetings on an annual basis has lead to this growth.
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS - Continued
Gross profit as a percentage of net sales for the three-month periods ended
October 31, 1998 and 1997 was 74.5% and 79.6%, respectively. Gross profit as a
percentage of net sales for the six-month periods ended October 31, 1998 and
1997 was 75.5% and 79.3%, respectively. The decrease in the gross profit margin
is attributable to upgrades of production costs for many products and the sales
mix of products sold during the 1998 and 1997 periods.
Commission expense was $12.6 million and $10.3 million for the three-month
periods ended October 31, 1998 and 1997, respectively. Commission expense was
$24.6 million and $19.0 million for the six-month periods ended October 31, 1998
and 1997, respectively. Commissions, as a percentage of sales, were 47.1% and
47.3% for the three-month periods ended October 31, 1998 and 1997, respectively,
and 45.8% and 46.4% for the six-month periods ended October 31, 1998 and 1997,
respectively. The total dollar increase in commission expense was directly
related to the corresponding increase in net sales.
Year 2000 Issue
The Year 2000 issue is a result of computer systems that use two digits rather
than four to define calendar dates. By using two digit dates, systems may fail
or make miscalculations due to the inability to distinguish dates in the 1900s
from dates in the 2000s.
The Company continues to address the business issues associated with the Year
2000 issue. In doing so, the Company has formed a Year 2000 task force to
develop and implement a compliance plan. The Company has made a preliminary
assessment of its systems and is currently performing tests in order to ensure
that internal systems will recognize the Year 2000. The Company expects these
tests to continue into 1999 with the goal to be Year 2000 compliant by July 31,
1999.
Management believes at this time that costs associated with becoming Year 2000
compliant should not have a material adverse effect on the Company.
Although the Company expects its internal systems to be compliant as described
above, the Company intends to prepare a contingency plan during 1999.
In addition, the Company has requested information regarding Year 2000
compliance plans and current status from its major vendors and financial
institutions. At present, the Company is not aware of any significant risk
exposure associated with these parties. As a result, the Company is unable to
predict the impact on its business if such parties are unable to comply.
Forward-Looking Statements
Statements in this report concerning the Company's business outlook or future
economic performance, anticipated profitability, revenues, expenses or other
financial items, together with other statements that are not historical facts,
are "forward-looking statements" as that term is defined under federal
securities laws. "Forward-looking statements" are subject to risks,
uncertainties and other factors, which could cause actual results to differ
materially from those stated in such statements. Such risks, uncertainties and
factors include, but are not limited to, decreases in sales volume or number of
Distributors, unfavorable regulatory action, loss of key personnel and general
economic conditions, as well as other risks, some of which are detailed in the
Company's filings with the Securities and Exchange Commission.
PART II
ITEM 1 LEGAL PROCEEDINGS
During the period covered by this report, no legal proceedings required
to be reported became reportable events, and there were no material
developments in or terminations of previously reported proceedings.
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The annual meeting of the stockholders of the Company was held on
September 15, 1998. At the meeting, the Board of Directors as
previously reported to the SEC, consisting of James H. Ridinger, Loren
A. Ridinger, Dennis J. Franks and Marty Weissman, was unanimously
re-elected in its entirety. No other matters were voted on by the
stockholders at the meeting.
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
The exhibits to this report are listed in the Exhibit Index, which is
incorporated herein by reference.
(b) REPORTS ON FORM 8-K
NONE
- --------------------------------------------------------------------------------
SIGNATURE
- --------------------------------------------------------------------------------
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.
MARKET AMERICA, INC.
(Registrant)
Date December 15, 1998 /s/ James H. Ridinger
------------------ -----------------------------------
James H. Ridinger, President and CEO
(Principal Executive Officer and
Principal Financial Officer)
EXHIBITS TO FORM 10-Q
EXHIBIT INDEX
Exhibit
Number Identification
------ --------------
2.1 Agreement and Plan of Merger dated as of October 31, 1993 between Atlantis
Ventures, Inc. and Market America, Inc. and Addendum (to same) dated October 1,
1993 (incorporated by reference to Exhibits 2.1 and 2.2, respectively, to the
Company's Current Report on Form 8-K filed October 6, 1993, Commission File No.
000-23250)
3.1 Articles of Incorporation of the Company (incorporated by reference to
Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the
Commission on November 3, 1993, Commission File No. 000-23250)
3.2 Articles of Amendment of the Company (incorporated by reference to Exhibit
3.1 to the Company's Annual Report on Form 10-K for the fiscal year ended April
30, 1996 filed with the Commission on July 30, 1996, Commission File No.
000-23250)
3.3 By-laws of the Company (incorporated by reference to Exhibit 3.4 to the
Company's Annual Report on Form 10-K for the fiscal year ended April 30, 1996
filed with the Commission on July 30, 1996, Commission File No.
000-23250)
10.1 Lease between Miracle Marine, Inc. and Market America, Inc. dated June 1,
1997 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly
Report on Form 10-Q for the quarter ended October 31, 1997 filed with the
Commission on December 15, 1997, Commission File No. 000-23250)
10.2 Vendor agreement between Market America, Inc. and Isontonix x) Corporation
dated October 25, 1993 (incorporated by reference to Exhibit 10.2 to the
Company's Annual Report on Form 10-K for the fiscal year ended April 30, 1998
filed with the Commission on August 13, 1998, Commission File No. 000-23250)
27* Financial Data Schedule
- ----------------
* Filed herewith.