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 (FEE REQUIRED)
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 (NO FEE REQUIRED)
For the Transition Period from ______to______
Commission file number: 0-20758
HA-LO INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
ILLINOIS 36-3573412
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
5980 TOUHY AVE., NILES, ILLINOIS 60714
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(Address of principal executive offices, Zip Code)
Registrant's telephone number, including area code:
(847)647-2300
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, NO PAR VALUE
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(Title of each class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes/X/ No/ /.
Indicate 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 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. / /
The aggregate market value of voting stock held by stockholders who were not
affiliates of the registrant was approximately $460,562,817 as of March 16, 1999
(based on the closing sale price on that date as reported by Midwest Edition of
THE WALL STREET JOURNAL). For this computation, the registrant has excluded the
market value of all shares of its common stock reported as beneficially owned by
executive officers and directors of the registrant and certain other
stockholders; such exclusion shall not be deemed to constitute an admission that
any such person is an "affiliate" of the registrant. At March 16, 1999, the
registrant had issued and outstanding an aggregate of 48,477,748 shares of its
common stock.
DOCUMENTS INCORPORATED BY REFERENCE
Those sections or portions of the registrant's 1998 Annual Report to
Shareholders and of the proxy statement for the Annual Meeting of Shareholders
to be held on May 11, 1999 described in Parts II, III and IV hereof are
incorporated by reference in this report.
PART I
ITEM 1. BUSINESS
GENERAL
HA-LO is a full service, innovative brand marketing organization whose
diverse marketing disciplines, or competency groups, are centered around its
client's brand. Brand marketing builds the value of the brand by connecting it
with target audiences to achieve strategic marketing objectives.
The Company's competency groups are organized into three operating
segments: promotional products, marketing services and telemarketing. The
marketing services segment includes promotion marketing, brand strategy and
identity, presence marketing and consumer event marketing. Each one of the
segments has similar products and services, production processes, types of
customers, distribution methods and regulatory environments.
COMPETENCY GROUPS INCLUDE:
PROMOTIONAL PRODUCTS, offered by HA-LO, physically connect the
brand with identified target markets and individuals through repeated exposure
to merchandise that builds brand awareness, enhances brand recognition and
creates brand loyalty.
PROMOTION MARKETING, offered by UPSHOT, connects the brand with
the consumer at strategic points of contact through consumer and retail
promotion, merchandising and sponsorship activation.
BRAND STRATEGY AND IDENTITY, offered by LAGA, connects a company
product, service or image with a target audience by creating, revitalizing, or
leveraging a brand through brand identity, design, and integrated communication
programs.
PRESENCE MARKETING, offered by HA-LO Sports & Entertainment and
Events By HA-LO, connects the brand with the target audience through sports and
corporate sponsorships, licensing, corporate meetings, events and sales
incentive programs.
RELATIONSHIP MARKETING, offered by UPSHOT and Market USA, connects
the brand with the target audience through consumer events - including a new
product sampling and brand awareness programs - and through a range of
telemarketing services.
INDUSTRY
PROMOTIONAL PRODUCTS. According to Promotional Products Association
International, the United States market for promotional products, measured by
distributors' sales, has grown from approximately $4.5 billion in 1989 to
approximately $11.9 billion in 1997, a compound annual growth rate of 12.9%. The
promotional products industry is highly fragmented and according to industry
sources, is undergoing consolidation. There currently are more than 15,000
distributors of promotional products in the United States. Distributors tend to
be closely-held entities with a local or regional focus ranging from one-person,
one-product businesses who bring sample cases and suppliers' catalogs to their
customers, to entities similar to the Company, which maintain showrooms to
assist customers in selecting from an array of available products.
Currently the Company has an industry market share of approximately 4%. Many of
the larger distributors are also manufacturers (or affiliates of manufacturers)
of products traditionally used in the promotional products industry.
The Company believes that many companies increasingly are patronizing a
limited number of promotional products suppliers and are focusing on
sole-source, full-service distributors. The criteria for selecting a distributor
include such factors as cost, quality and responsiveness, as well as whether a
distributor has full-service capabilities, such as design and customization
services and the ability to develop marketing programs. Many of the Company's
customers are requiring their suppliers to reduce marketing costs and provide
increasing support for upfront design and marketing program management services.
Generally, distributors with sufficient size, capabilities and financial
resources to meet such demands can best satisfy these requirements. These
changes are providing an opportunity for full-service providers of promotional
products, such as the Company, to grow by acquiring new customers previously
served by smaller competitors.
MARKETING SERVICES. The promotion marketing component focuses on
developing strategies and implementing creative marketing plans to directly
connect brands with people. Marketing solutions may include consumer and retail
promotions, event sponsorships, direct marketing, merchandising and promotional
products.
The brand strategy and identity component focuses on the design of
impactful, motivating product package design solutions. Package design includes
new brand creation, revitalizing or repositioning existing brands, and the
development of branding systems and the creation of corporate identity programs.
TELEMARKETING. The telemarketing industry is highly fragmented and
competitive, and includes both captive and independent companies. Although the
industry is comprised of in-house operations, many large companies increasingly
are focusing on their core competencies and outsourcing their non-core
functions. The advantages of telemarketing, which include high response rates,
low cost per transaction, direct interaction with customers and the ability to
immediately respond to customer inquires, make it an attractive alternate to
other forms of direct marketing.
PRODUCTS AND SERVICES
PROMOTIONAL PRODUCTS. Approximately 79% of the Company's revenue is
generated from distribution of promotional products. Promotional products
generally are articles of merchandise imprinted or otherwise customized with an
advertiser's name, logo or message, which are used for marketing to, providing
sales incentives and awards for and developing goodwill among a targeted
audience. Promotional products include (i) apparel, such as jackets, sweaters,
hats and golf shirts, (ii) business accessories, such as clocks, portfolios,
briefcases, blotters and pen and pencil sets, (iii) recognition awards, such as
trophies and plaques and (iv) other miscellaneous items, such as etched
crystalware, calendars, golf accessories, key chains, watches and mugs. The
Company has over 50 showrooms throughout the United States, Canada and Europe in
which it displays more than 300,000 promotional products available from the
Company's network of over 2,500 vendors. The Company's sales representatives
work with each customer to develop a marketing program that utilizes promotional
products designed to reach the specific audience targeted by the customer. The
Company also provides corporate fulfillment services, which enable a customer to
purchase a large quantity of promotional
products that the Company then stores in its warehouses and ships from
time-to-time in small quantities at the direction of the customer. Corporate
fulfillment programs generally are implemented in conjunction with a customer
catalog or brochure featuring the type of customized products available for
shipment. The Company's corporate fulfillment programs afford large customers
lower per unit costs and the ability to receive timely deliveries of small
quantities as needed. The Company currently is providing corporate fulfillment
services for a number of customers, including AlliedSignal, Ford Motor Company,
General Electric, Guinness Import Company, IBM, Siemens, Security Link from
Ameritech, Sports Illustrated, Swissotel and U.S. Cellular.
MARKETING SERVICES. The Company's ability to operate as a brand
marketing organization differentiates it from the more than 15,000 other
companies in the promotional product industry. The Company's marketing services
are composed of:
PROMOTION MARKETING - UPSHOT is a promotion marketing agency
specializing in connecting the brand with the consumer at strategic points
of contact through brand marketing services such as new product launches,
rejuvenating brands, promotional advertising, merchandising, and event
marketing. For a major telecommunications company, UPSHOT developed a
flexible new merchandising system for national retail accounts like Radio
Shack to support the different company brands while simplifying the buying
and selling of wireless service. For a leading beverage company, UPSHOT
created an image based program including in-store merchandising, radio and
print to celebrate African-American musicians who helped shape contemporary
entertainment.
BRAND STRATEGY AND IDENTITY - LAGA is a brand strategy and
identity agency specializing in connecting a company product, service or
image with a target audience. By creating a brand, revitalizing a brand or
leveraging a brand through brand identity programs, package design,
structural design, integrated communications, corporate identity,
interactive communications, market research and nomenclature development.
LAGA designed the packaging for a new cereal that became the manufacturer's
most successful new product launch in history.
PRESENCE MARKETING - Events by HA-LO is a corporate event
production company specializing in orchestrating corporate meetings,
seminar events and incentive programs. For example, Events by HA-LO
developed a series of seminars to enable a large corporate client to
present its capabilities to potential customers in markets through the
country. Events by HA-LO developed the theme and the staging of the
seminars, and then arranged venues in cities across the United States to
host these "road show" presentations. HA-LO Sports helps customers achieve
their business goals and objectives using sports and entertainment
marketing opportunities. HA-LO Sports provides services such as development
and negotiation of sponsorship arrangements and athlete and celebrity
endorsements, event creation and operation and sponsorship sales.
TELEMARKETING. Telemarketing is a component of relationship
marketing. The Company creates, manages and conducts outbound and inbound
telemarketing programs for large corporate clients, primarily in the insurance
and financial service industries. Market USA provides script development,
telephone-based direct sales, database analysis and management, consultation and
program design, as well as customer lead acquisition services, to clients.
GROWTH STRATEGY
The Company's goal is to create a high quality brand marketing
organization building upon its core strengths in promotional products by
assembling a team of experts who are dedicated to building each client's brand
and becoming its client's competitive edge. Specific elements of the Company's
growth strategy include:
INTERNAL GROWTH. The Company believes that there are significant
opportunities available to expand the business through internal growth.
EXPAND EXISTING CUSTOMER RELATIONSHIPS. The Company seeks to grow
by further penetrating its existing clients through its ability to provide
additional brand building services and its ability to service companies on
a national and international basis.
The Company has developed strong customer relationships with large
organizations, many of which have significant marketing budgets. Such
relationships enable the Company to identify new business opportunities and
to quickly respond to customer needs in the early stages of a marketing
program, thereby increasing its sales volume. The Company believes that it
has many opportunities to further penetrate its existing customer base by
continuously introducing new and creative products and programs and to
introduce to its customers the Company's other brand building disciplines.
In addition, as customers seek to outsource their marketing needs and
centralize purchases, the Company believes it has a substantial opportunity
to obtain a greater share of its customers' total marketing budget.
GROWTH OF THE PROMOTIONAL PRODUCT DIVISION. The Company seeks to
continue to grow its promotional product business by adding more sales
representatives, opening additional showrooms and increasing the
productivity of its current sales force. Industry sales representatives are
attracted to HA-LO for many reasons, including HA-LO's purchasing power,
managerial expertise, financing capabilities, exclusive product
arrangements, national and international fulfillment capabilities,
corporate visibility and the full range of marketing services offered to
its clients. The Company has successfully increased the productivity of its
sales representatives through performance-based compensation, general sales
training, educating sales representatives regarding HA-LO's various
services and providing financial incentives to sales representatives who
successfully cross-sell such services, increased fulfillment capabilities,
exclusive product lines, sophisticated systems and increased visibility in
the market place.
STRATEGIC ALLIANCES. The Company believes that it is uniquely
positioned to enter into strategic alliances with major corporations
whereby the Company becomes a strategic provider of marketing services and
promotional products to the customer.
ACQUISITION GROWTH. The Company believes that there are significant
opportunities for growth through acquisition of promotional product and
marketing service companies. Some of the key criteria evaluated in the
acquisition process include the effectiveness of management, quality of clients,
strategic locations and return on invested capital.
PROMOTIONAL PRODUCTS. The Company believes that there are
significant opportunities in the fragmented promotional products industry
both in the United States and Europe to acquire high-quality companies,
which provide the Company with additional sales representatives ,
established customers and may enable the Company to enter new geographic
markets quickly. The Company has demonstrated its ability to successfully
integrate newly acquired businesses into its existing operations and
improve the performance and profitability of acquired businesses.
MARKETING SERVICES. The Company has established itself as a leader
in the brand marketing industry by acquiring marketing companies that are
leaders in their individual industry segments. The Company believes that
there are opportunities to acquire other marketing disciplined companies to
either enhance existing services or to add additional services both in the
United States and Europe.
BUSINESS STRATEGIES
PENETRATE CLIENT BASE THROUGH MULTI-DISCIPLINE APPROACH. By offering
its customers a comprehensive array of promotional and marketing services, the
Company has positioned itself to benefit from the corporate trends toward
utilizing a limited number of preferred vendors and outsourcing marketing
functions. In addition to its core promotional product offerings, the Company
also offers brand marketing and telemarketing services.
LEVERAGE EXPENSE STRUCTURE. The Company's organizational structure
leverages fixed overhead costs across its operating divisions by centralizing
primary corporate functions such as accounting, human resources and information
systems. Additionally, the Company leverages costs in the promotional product
business by: (i) centralizing warehousing and information systems, (ii)
compensating its sales force almost exclusively on a commission basis, (iii)
minimizing inventory carrying costs by handling a substantial majority of its
sales via direct shipment from the vendor to the customer. The Company believes
that the high proportion of its variable expenses relative to its fixed costs
results in less fluctuation in its profitability.
EXPAND PROMOTIONAL PRODUCT LINE AND LEVERAGE BUYING POWER. The
Company seeks to offer its customers a wide range of high-quality promotional
products. Currently, the Company has access to over 300,000 types of
promotional products from more than 2,500 vendors located primarily
throughout North America and the Far East, including premium name brand
merchandise typically available only through leading department and specialty
stores. The Company's broad product line provides its customers with
comprehensive, one-stop shopping for most of their promotional products and
advertising specialty needs. As the nation's largest distributor of
promotional products, the Company has successfully negotiated preferred
pricing and rebate programs from many of its vendors and has developed
relationships with reliable overseas manufacturers that satisfy the Company's
strict quality and delivery standards. The Company believes its sales volume
and financial strength have earned it a reputation as a low-cost,
high-service provider of promotional products.
WORLDWIDE SERVICE/INTERNATIONAL EXPANSION
The Company has successfully grown by offering a wide range of services
and offering its services on a national and international basis. During 1998,
the Company announced the acquisition of a promotional products distributor in
Europe which was completed in early 1999. The Company will continue actively
seeking international acquisitions to further establish a foundation for
obtaining more international business. The Company currently has operations in
Belgium, Canada, England, France, Holland, Hong Kong and Italy.
PURCHASING
In its promotional products business the Company purchases products
directly from manufacturers and typically arranges to have the customer's name,
logo or advertising message imprinted on the products by the manufacturer or
another third party. A majority of all promotional products sold by the Company
are shipped directly by the manufacturer or third party supplier to its
customers. The remaining products are warehoused by the Company in conjunction
with its corporate fulfillment programs.
As the nation's largest distributor of promotional products, the
Company has been able to successfully negotiate preferred pricing and rebate
programs from many vendors. The Company has developed relationships with U.S.
and overseas manufacturers that meet the Company's strict quality and delivery
standards and enable the Company to be very competitive on pricing large orders.
The Company generally is required to order products further in advance from
foreign manufacturers than from its domestic suppliers. The Company is not
dependent upon any single manufacturer.
PERSONNEL
The Company believes a key component of its success is the quality of
its employees including sales representatives and it is continually refining its
approach to hiring, training and motivating qualified employees and personnel.
The Company believes that it will retain and attract high quality employees
through a combination of its performance-based compensation structure, financing
capabilities, corporate visibility and the ability to provide a full range of
marketing services to its clients.
The Company employs approximately 1,500 people in its promotional
products business including approximately 750 core sales representatives.
Additionally, the Company employs approximately 300 people in marketing services
and 2,700 people in its telemarketing business. The Company is not a party to
any collective bargaining agreements and has not experienced a strike or work
stoppage. The Company believes that its relationship with its employees is
excellent.
CUSTOMERS
The Company's promotional product customers include manufacturing,
pharmaceutical financial service, broadcasting, consumer product and
communications companies as well as professional sports teams. Selected
customers of the Company include Abbott Laboratories, AlliedSignal, Ameritech
Corporation, Ford Motor Company, General Electric, General Mills, J.E. Seagram &
Sons and Sony. For the year ended December 31, 1998, no single customer
accounted for more than 10% of the Company's net sales.
BACKLOG
With respect to its promotional products business, the Company usually
has a modest backlog, which it defines as firm orders placed with suppliers but
for which the promotional products have not yet been shipped to the customer. As
of February 28, 1999, the Company had a backlog of firm orders of approximately
$46,085,000 as compared to a backlog of $28,838,000 at February 27, 1998,
substantially all of which the Company believes will be shipped by the second
quarter of 1999.
PATENTS AND TRADEMARKS
The Company believes the "HA-LO" name is important to its business.
The Company has registered the following trademarks: "HA-LO"-Registered
Trademark- "HA-LO Advertising Specialties"-Registered Trademark-, "HA-LO
Marketing and Promotions"-Registered Trademark-, "Events by HA-LO"-Registered
Trademark- and "HA-LO Sports"-Registered Trademark-.
COMPETITION
The promotional products industry is highly fragmented and competitive
and the cost of entry is low. The Company's existing competitors and new
companies that may enter the market may have substantially greater financial and
other resources than HA-LO. The Company also competes for advertising dollars
with other media, such as television, radio, newspapers, magazines and
billboards. The primary bases for competition are customer service, creativity,
customer relationships, product innovation and pricing. The Company believes its
national and international distribution capabilities, and its complementary,
value-added marketing services, provide it with a competitive advantage;
however, these capabilities also may result in higher administrative costs than
those incurred by certain of HA-LO's smaller competitors. In addition, several
of the Company's competitors are manufacturers as well as distributors and may
enjoy an advantage over the Company with respect to the cost of the goods they
manufacture.
The marketing services disciplines that the Company operates in are
highly fragmented and competitive, and some of the Company's competitors have
substantially greater financial and other resources than the Company. These
divisions also compete for advertising dollars with other media, such as
television, radio, newspapers, magazines and billboards. The primary bases for
competition are customer service, creativity, customer relationships, product
innovation and pricing.
The telephone-based direct marketing industry in which Market USA
operates also is highly fragmented and competitive. Market USA believes that the
principle competitive factors in the telemarketing industry are reputation for
quality, sales and marketing results, price, technological expertise and the
ability promptly to provide clients with customized solutions to their sales and
marketing needs. Some of Market USA's competitors have greater financial and
technical capabilities and resources than the Company.
EXECUTIVE OFFICERS OF THE REGISTRANT
The executive officers of the Company are as follows:
Name Age Position with the Company
---- --- --------------------------
Lou Weisbach 50 Chairman of the Board, President and
Chief Executive Officer
Linden D. Nelson 38 Director, Vice Chairman of the Board
and Chief Executive Officer of
Creative Concepts in Advertising, Inc.
Richard A. Magid 40 Director, Treasurer, Chief Operating
Officer and Assistant Secretary
Gregory J. Kilrea 35 Chief Financial Officer
David C. Robbins 46 Director, Executive Vice President
Michael Linderman 50 Executive Vice President - Promotional Products
Barbara G. Berman 54 Vice President - Retail Accounts and Secretary
David Blumenthal 36 Vice President - Information Systems
Peter Blythe 37 Vice President - Marketing
Gene Eherenfeldt 63 Vice President - Sales
Sabina Filipovic 38 Vice President - Administration and
Assistant Secretary
Bradford S. Kerr 44 Chief Information Officer
Barry T. Margolin 32 Vice President - Finance and Planning,
Corporate Controller and Assistant Secretary
Michael P. Nemlich 47 Vice President - Corporate Development/
Financial Relations
Jon Sloan 38 Vice President - National Accounts
Officers are elected annually and serve at the discretion of the Board
of Directors. Mr. Okner, a member of the Board of Directors, is the
father-in-law of Mr. Robbins. There are no other family relationships between
any directors and executive officers of the Company.
Mr. Weisbach has been the President and Chief Executive Officer of the
Company since January 1, 1988. From 1972 through 1987, he operated the
predecessor of the Company as a sole proprietorship.
Mr. Nelson has served as the Vice Chairman of HA-LO and Chief Executive
Officer of Creative Concepts in Advertising, Inc. since its acquisition by HA-LO
in January, 1997. Mr. Nelson was the Chairman and Chief Executive Officer of
Creative Concepts in Advertising since its inception in July, 1979 through
December, 1996.
Mr. Magid was appointed Chief Operating Officer in July of 1996. He has
been the Treasurer since August, 1992 and was also appointed Assistant Secretary
as of March 1996. Additionally, he was the Chief Financial Officer from August,
1992 until July of 1996 and Vice President - Finance from August, 1992 through
March of 1996.
Mr. Kilrea was appointed Chief Financial Officer in July of 1996.
Additionally, he was the Vice President of Planning from April, 1996 through
July, 1996. From 1985 until joining the Company in 1996, he was employed by the
accounting firm of Arthur Andersen LLP, most recently as an audit and financial
consulting manager
Mr. Robbins has been Executive Vice President since November, 1992.
From 1978 to November 1992, he was an independent sales representative marketing
specialty and premium advertising products.
Mr. Linderman was appointed Executive Vice President - Promotional
Products in September 1998. From August 1997 through September 1998 he served as
Executive Vice President of Norwood Promotional Products, Inc. From December
1990 through August 1997, he was President of Key Industries, Inc. a promotional
products supplier which was acquired by Norwood in 1994.
Ms. Berman was appointed Vice President - Retail Accounts in March of
1996 and has been Secretary of the Company since August, 1992. She was also the
Vice President of Administration from August 1992 to March of 1996.
Mr. Blumenthal was appointed Vice President - Information Systems in
March of 1996. From March of 1995 through March of 1996, he was Director of
Information Systems. He started with HA-LO in 1981 and has held various
positions with the Company and its predecessor.
Mr. Blythe was appointed as an officer in July of 1998. He has been
serving as the Vice President - Marketing since April of 1997. From March 1993
through February 1997 he was Vice President and Account Executive for NatWest
Markets, the corporate and investment banking arm of National Westminster Bank
plc. where he was responsible for managing client relationships and developing
new accounts.
Mr. Eherenfeldt was appointed as an officer in July of 1998. He has
been serving as Vice President - Sales since July 1996. Prior to joining HA-LO
he was an independent manufacturers representative.
Ms. Filipovic was appointed Vice President - Administration in March of
1996. She was the Director of Administration/Human Relations from March of 1994
to March of 1996. From July of 1984 through March of 1994, she held various
positions throughout the Company and for the Company's predecessor.
Mr. Kerr was appointed Chief Information Officer of the Company in
February 1998. From June 1997 until joining the Company in 1998, he was the Vice
President of Information Technology at Conesco. From August 1996 through June
1997 he was the Senior Vice President and Chief Information Officer at Pioneer
Financial Services, Inc. Prior to this Mr. Kerr held management positions at CNA
Insurance, Digital Equipment Corporation and Baxter International.
Mr. Margolin was appointed Vice President - Finance and Planning and
Assistant Secretary in March of 1996 and has been the Corporate Controller since
January of 1993.
Mr. Nemlich was appointed Vice President - Corporate
Development/Financial Relations in April of 1996. From March of 1993 until
joining the Company in 1996, he was a Vice President in Trust Investment
Services at Northern Trust Bank
Mr. Sloan was appointed Vice President - National Accounts in July of
1998. Prior to that he held several sales positions at the Company and at
Creative Concepts in Advertising (CCA), which was acquired by the Company in
January 1997. Prior to joining CCA in 1994, he was a Partner in 1045 Park, a New
York based apparel company.
ITEM 2. PROPERTIES
The Company's principal executive offices are located in Niles,
Illinois, a suburb of Chicago. The Company has made arrangements to occupy a new
leased headquarters facility, currently under construction, in late 2000. The
Company's other facilities include sales offices and showrooms, warehouses,
administrative offices and call centers located throughout the United States,
Canada, Europe and Hong Kong. The majority of these facilities are leased.
Due to recent acquisitions, the Company leases more than one office in
certain cities and is in the process of consolidating certain offices to achieve
greater efficiencies. Management believes, with the addition of the new
headquarters, its facilities are adequate for its current operations, however,
additional facilities may be required to support continued growth.
ITEM 3. LEGAL PROCEEDINGS
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of the Company's security holders,
through solicitation of proxies or otherwise, during the fourth quarter of 1998.
PART II
Item 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
Reference is made to "Note 16. Market for the Registrant's Common
Equity and Related Stockholder Matters" of the Company's financial statements
included in the Company's Annual Report to Shareholders for 1998 ("Annual
Report"), as well as to note (d) in the Selected Financial Data of the Annual
Report, all of which are incorporated herein by reference.
The Company has not paid a cash dividend on its common stock since its
initial public offering in 1992. The Company does not intend to pay such
dividends in the foreseeable future.
ITEM 6. SELECTED FINANCIAL DATA
Reference is made to the Selected Financial Data in the Annual Report
which is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Reference is made to Management's Discussion and Analysis of Financial
Conditions and Results of Operations set forth in the Annual Report which is
incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to market risks relating to fluctuations in
currency exchange rates, interest rates and changes in the market value of
certain marketable securities. As required by new Securities and Exchange
Commission (SEC) rules, the Company has calculated the sensitivity of operating
results to hypothetical changes in exchange rates, interest rates and security
values as if these changes had actually occurred during 1998.
The Company is subjected to a risk from currency translation
fluctuations due to their operations in Europe and Canada. Had the US dollar
been 10% less favorable compared to foreign currencies during 1998 the Company
would have recognized a reduction in net income of approximately $300,000 or
about 1.2% of total net income. Additionally, the hypothetical drop in the value
of the US dollar to foreign currencies would have resulted in a $3.3 million
reduction in net assets, about 1.4%, of the total reported at year end. The
effect on cash flow in 1998 would have been immaterial. Management does not
believe the risk of unfavorable currency fluctuations is significant, and have
not entered into any foreign exchange contracts for the purpose of hedging
against this risk.
The Company is exposed, through short-term investments and borrowings,
to the risk of unfavorable changes in interest rates. Had interest rates during
1998 been 10% less favorable, net income would have been negatively affected by
approximately $100,000. The Company also owns certain marketable securities that
are subject to fluctuations in value on the stock market. Had the value of the
stocks declined by 10%, during 1998, the Company could have realized
approximately $200,000 of net losses upon sale of the securities. Management
does not believe that the risk of unfavorable fluctuations in interest rates or
stock values is significant to the Company's operations.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Consolidated Balance Sheets as of December 31, 1998 and 1997,
Consolidated Statements of Income, Consolidated Statements of Shareholders'
Equity, and Consolidated Statements of Cash Flows for the three years ended
December 31, 1998, 1997 and 1996 and Notes to Financial Statements set forth in
the Annual Report, and the Report of Arthur Andersen LLP included in the Annual
Report, are incorporated herein by reference.
Selected Quarterly Operating Results (Unaudited) set forth in the
Annual report are incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by Item 10 regarding Executive Officers is
included in the "Executive Officers of the Registrant" section of Item I.
The information regarding Directors is incorporated by reference
from the "Election of Directors", "Executive Compensation" and "Security
Ownership of Management" and "Beneficial Ownership Reporting Compliance"
sections of the Company's 1998 Proxy Statement.
ITEM 11. EXECUTIVE COMPENSATION
The information required by Item 11 is incorporated by reference from
the "Executive Compensation" and "Certain Transactions" sections of the
Company's 1998 Proxy Statement; provided, however, that neither the Report of
the Compensation Committee on Executive Compensation nor the Performance Graph
set forth therein shall be incorporated by reference herein, in any of the
Company's previous filings under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, or in any of the Company's future
filings.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by Item 12 is incorporated by reference
from the "Security Ownership of Management" section of the Company's 1998
Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by Item 13 is incorporated by reference from
the "Executive Compensation" and "Certain Transactions" sections of the
Company's 1998 Proxy Statement; provided, however, that neither the Report of
the Compensation Committee on Executive Compensation nor the Performance Graph
set forth therein shall be incorporated by reference herein, in any of the
Company's previous filings under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, or in any of the Company's future
filings.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
REPORTS ON FORM 8-K
(a) Financial Statements, Schedules and Exhibits
1. Financial Statements (incorporated herein by reference to the
Company's Annual Report for the year ended December 31, 1998)
(i) Report of Independent Public Accountants;
(ii) Consolidated Balance Sheets at December 31, 1998 and
1997;
(iii) Consolidated Statements of Income for each of the years
ended December 31, 1998, 1997 and 1996;
(iv) Consolidated Statements of Shareholders' Equity for each
of the years ended December 31, 1998, 1997 and 1996;
(v) Consolidated Statements of Cash Flows for each of the
years ended December 31, 1998, 1997 and 1996; and
(vi) Notes to Financial Statements.
2. Schedules
All schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission
are omitted because such schedules are not required or the
information required has been presented in the aforementioned
financial statements.
3. Exhibits
The exhibits to this report are listed in the Exhibit Index
included elsewhere herein.
(b) Reports on Form 8-K
The Company filed no reports on Form 8-K during the fourth
quarter of 1998.
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.
Date: March 30, 1999
HA-LO INDUSTRIES, INC.
Registrant
By: /s/ GREGORY J. KILREA
-----------------------
Gregory J. Kilrea
Chief Financial 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 indicated on March 30, 1999:
Signature Title
--------- -----
/s/ LOU WEISBACH Director, Chairman of the Board,
-------------------- President and Chief
Lou Weisbach Executive Officer(Principal
Executive Officer)
/s/ LINDEN D. NELSON Director, Vice Chairman of
-------------------- the Board and Chief
Linden D. Nelson Executive Officer
of Creative Concepts in
Advertising, Inc.
/s/ DAVID C. ROBBINS Director, Executive Vice President
--------------------
David C. Robbins
/s/ RICHARD A. MAGID Director, Treasurer,
--------------------- Chief Operating Officer, and Assistant
Richard A. Magid Secretary
/s/ THOMAS HERSKOVITS Director
---------------------
Thomas Herskovits
/s/ JORDON R. KATZ Director
---------------------
Jordon R. Katz
/s/ MARSHALL J. KATZ Director
---------------------
Marshall J. Katz
/s/ SEYMOUR N. OKNER Director, Chairman of
--------------------- the Board of
Seymour N. Okner Market USA, Inc. and
Marusa Marketing, Ltd.
/s/ NEIL A. RAMO Director
---------------------
Neil A. Ramo
/s/ ROBERT SOSNICK Director
---------------------
Robert Sosnick
HA-LO INDUSTRIES, INC.
EXHIBIT INDEX
Exhibit
No. Description of Exhibit
- --------------------------------------------------------------------------------
3.1 Restated Articles of Incorporation of the Company. (1)
3.2 Amended and Restated Bylaws of the Company. (8)
3.3 Articles of Amendment to the Articles of Incorporation of the
Company, dated August 29, 1994. (4)
3.4 Articles of Amendment to the Articles of Incorporation of the
Company, dated February 21, 1997. (8)
4.1 Specimen of Stock Certificate for Common Stock. (1)
4.2 * New specimen of Stock Certificate for Common Stock.
10.4 Employment Agreement, dated as of September 30, 1996, between the
Company, Market USA, Inc. and Seymour N. Okner. (6,11)
10.5 * Employment Agreement, dated January 3, 1997, between the Company and
Jon Sloan. (11)
10.6 * Real Property Put and Option Agreement, dated January 3, 1997, among
Maple Lane Acquisition Limited Liability Company, Linden D. Nelson,
and Creative Concepts in Advertising, Inc.
10.7 * First Amendment to Real Property Put and Option Agreement, dated
December, 1998, among Maple Lane Acquisition Limited Liability
Company, Linden D. Nelson, and Creative Concepts in Advertising,
Inc.
10.8 HA-LO Industries, Inc. Key Employee Incentive Plan. (1,11)
10.9 Exclusive Premium Purchasing Agreement, dated January 11, 1995,
between Montgomery Ward & Co., Incorporated and the Company. (4)
10.12 Form of Indemnity Agreement between the Company and each of its
directors and officers. (1,11)
10.14 Agreement between David C. Robbins and the Company dated February 1,
1995. (4)
10.15 Building Lease, dated December 30, 1992, between the Company and
LaSalle National Trust N.A. No. 115722. (2)
10.16 Agreement, dated as of March 17, 1997, between the Company and
Marshall J. Katz.(8,11)
10.18 Amendment of October 1996 to Bonus Shares Agreement, dated February
1, 1995, between the Company and David C. Robbins. (8,11)
10.19 Employment Agreement, dated as of January 3, 1997, between the
Company and Linden D. Nelson. (8,11)
10.20 Employment Agreement, dated as of April 15, 1996, between the
Company and Gregory J. Kilrea. (8,11)
10.21 Employment Agreement, dated as of April 15, 1996, between the
Company and Michael Nemlich. (8,11)
10.23 HA-LO Industries, Inc. Stock Plan (as amended and restated) (4,11)
10.24 Sales Representative Agreement, dated July 21, 1993, between the
Company and Neil Ramo. (3,11)
10.25 Second Amendment to the HA-LO Industries, Inc. Stock Plan (as
amended and restated), adopted October 28, 1995. (5)
10.26 Third Amendment to the HA-LO Industries, Inc. Stock Plan (as amended
and restated), adopted on February 26, 1996. (5)
10.27 First Amendment to Exclusive Premium Purchasing Agreement, dated
December 27, 1995, between Montgomery Ward & Co., Inc. and the
Company. (5)
10.33 Credit Agreement, dated as of January 31, 1997, among the Company,
American National Bank and Trust Company of Chicago, individually as
Agent, and the Lenders which are or become parties thereto. (8)
10.34 Guaranty Agreement, dated as of January 31, 1997, by Fletcher,
Barnhardt & White, Inc., Market U.S.A., Inc., and Creative Concepts
in Advertising, Inc. (8)
10.35 * First Amendment to Credit Agreement, dated August 8, 1997, among
the Company, American National Bank and Trust Company of Chicago,
individually as Agent, and the Lenders which are or become parties
thereto.
10.36 * Second Amendment to Credit Agreement, dated January 20, 1999, among
the Company, American National Bank and Trust Company of Chicago,
individually as Agent, and the Lenders which are or become parties
thereto.
10.37 * Third Amendment to Credit Agreement, dated March 1, 1999, among the
Company, American National Bank and Trust Company of Chicago,
individually as Agent, and the Lenders which are or become parties
thereto.
10.38 * Guaranty Agreements dated March, 1999, by Promotional Marketing,
L.L.C., Lipson Associates, Inc., Premier Promotions and Marketing,
Inc., and Lee Wayne Corporation.
10.39 Amended and Restated HA-LO Industries, Inc. 1997 Stock Plan. (9,11)
10.40 1997 Employment Agreement between the Company and Lou Weisbach.
(10,11)
10.41 Employment Agreement dated January 1, 1998 between the Company and
Richard Magid. (10,11,12)
10.42 * Agreements by and between the Company and certain employees dated
November, 1997, regarding change of control. (11)
10.43 Agreements by and between the Company and David Robbins dated
November, 1997, regarding change of control. (10,11)
10.44 Agreements by and between the Company and Barbara Berman dated
November, 1997, regarding change of control. (10,11)
10.45 1998 Restatement of the HA-LO 401(k) Savings Plan. (10,11)
10.46 HA-LO Industries, Inc. Executive Deferred Compensation Plan (as
amended and restated) effective February 1, 1997.(10,11)
10.47 Executive Incentive Compensation Plan for Various Employees.(10,11)
10.48 * Agreement dated June 29, 1998 between the Company and Montgomery
Ward & Co., Inc.
10.49 * Second Amendment to Exclusive Premium Purchasing Agreement dated
June 29, 1998 between Montgomery Ward & Co., Inc. and the Company.
10.50 * Warrants, dated January 10, 1996, from the Company to Montgomery
Ward & Co., Inc., ValueVision International Inc. and Merchant
Development Corporation.
10.51 * First Amendment to Warrant dated June 29, 1998 between Montgomery
Ward & Co., Inc. and the Company (relative to Exhibit 10.50)
10.52 * Warrants, dated January 10, 1996, from the Company to Montgomery
Ward & Co., Inc., ValueVision International Inc. and Merchant
Development Corporation
10.53 * First Amendment to Warrant dated June 29, 1998 between Montgomery
Ward & Co., Inc. and the Company (relative to Exhibit 10.52).
10.54 * Agreement dated January 26, 1999 between the Company and Montgomery
Ward & Co., Inc.
10.55 * First Amendment to the 1998 Restatement of the HA-LO 401(k) Savings
Plan, effective January 1, 1999. (11)
10.56 * Second Amendment to the 1998 Restatement of the HA-LO 401(k) Savings
Plan, effective January 1, 1999. (11)
13. * Annual Report to Shareholders for 1998 of registrant (for the
information of the Securities and Exchange Commission and not to be
deemed "filed" with the Commission, except for the portions
expressly incorporated by reference in this report).
21 * List of subsidiaries of registrant 23.1 * Consent of independent
public accountants.
23.1 * Consent of Independent Public Accountants
27.1 * Financial Data Schedule - 1998
27.2 * Financial Data Schedule - 1997 and 1996
- ----------
(1) Incorporated by reference to the correspondingly numbered exhibit to
the Registration Statement (no. 33-51698) on Form S-1, as amended,
filed by the Company under the Securities Act of 1933, as amended.
(2) Incorporated by reference to the correspondingly numbered exhibit to
the Company's Annual Report on Form 10-K for the year ended December
31, 1992.
(3) Incorporated by reference to the correspondingly numbered exhibit to
the Company's Annual Report on Form 10-K for the year ended December
31, 1993.
(4) Incorporated by reference to the correspondingly numbered exhibit to
the Company's Annual Report on Form 10-K for the year ended December
31, 1994.
(5) Incorporated by reference to the correspondingly numbered exhibit to
the Company's Annual Report on Form 10-K for the year ended December
31, 1995.
(6) Incorporated by reference to the Registration Statement (no.
333-10481) on Form S-4, as amended, filed by the Company under the
Securities Act of 1933, as amended.
(7) Incorporated by reference to the Registration Statement
(no.333-03928) on Form S-8 filed by the Company under the Securities
Act of 1933, as amended.
(8) Incorporated by reference to the correspondingly numbered exhibit to
the Company's Annual Report on Form 10-K for the year ended December
31, 1996.
(9) Incorporated by reference to Exhibit 10.1 to the Company's
Registration Statement (No. 333-66849) on Form S-8, as amended,
filed by the Company under the Securities Act of 1933, as amended.
(10) Incorporated by reference to the correspondingly numbered exhibit to
the Company's Annual Report on Form 10-K for the year ended December
31, 1997.
(11) Management contract or compensatory plan or arrangement.
(12) Erroneously listed as being dated January 1, 1997 in the Exhibit
List to the Company's Annual Report on Form 10-K for the year ended
December 31, 1997.
* Filed herewith.