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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[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, 1996
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 0-20680
CONCEPTS DIRECT, INC.
(Exact name of registrant as specified in its charter)
Delaware 52-1781893
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1351 South Sunset Street, Longmont, Colorado 80501
(Address of Principal Executive Offices) (ZIP Code)
Registrant's telephone number, including area code: (303) 772-9171
Securities registered pursuant to Section 12 (b) of the Act:
Title of each class Name of each exchange on which registered
None N/A
Securities registered pursuant to Section 12 (g) of the Act:
Common Stock, $.10 Par Value
(Title of 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 (229.405 of this chapter) 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. [X]
The aggregate market value of the voting stock held by non-affiliates of the
registrant as of February 18, 1997 was approximately $8,575,000. This
figure was calculated as follows: The number of shares beneficially owned
by executive officers and directors of the registrant as a group and by
persons known to the registrant to be beneficial owners of more than 5% of
the outstanding common stock of the registrant was subtracted from the total
number of shares outstanding. The resulting figure was then multiplied by
the average of the bid and asked prices of the registrant's stock in the
over-the-counter market on February 18, 1997. The foregoing calculation
should not be deemed an admission that any of the officers and directors of
the registrant or any holder of more than 5% of the outstanding common stock
of the registrant is an "affiliate."
The number of shares outstanding of the registrant's common stock as of
February 18, 1997 was 2,125,441.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's proxy statement for its annual meeting of
shareholders scheduled for April 19, 1997 are incorporated by reference into
Part III.
PART 1
ITEM 1. BUSINESS
GENERAL
Concepts Direct, Inc. (the "Company" or "Concepts Direct") is a direct
marketing company, headquartered in Longmont, Colorado. From 1988 to 1992,
Company operations were conducted in the Consumer Products division of
Wiland Services, Inc. ("Wiland"), which provided a variety of database
management, list processing and marketing research services to direct
marketing companies. The Company was organized as a Delaware corporation in
May 1992 and began operations under its name on September 30, 1992, as a
result of a spin-off from Wiland in connection with Wiland's merger with
Neodata Corporation. As part of the spin-off, assets and liabilities of the
Consumer Products division of Wiland were transferred to the Company and
common stock of the Company was issued to shareholders of Wiland.
Two primary strengths of the Company are its proprietary database
(consisting of approximately 5.6 million customers, catalog requesters and
gift recipients) and its direct marketing expertise. The Company currently
has three direct marketing vehicles, the "Colorful Images," "Linda Anderson"
and "Colorful Images Presents Impressions" catalogs. The Company also uses
other direct marketing media, such as newspaper inserts and direct mail
inserts, to prospect for customers. Through these media, the Company
currently sells personalized paper products and a diverse line of
merchandise, including gift items, home decorative items and apparel. The
Company's long-term strategy is to utilize its direct marketing expertise
and its database to produce multiple independent revenue streams.
STRATEGIC FOCUS
The strategic focus of Concepts Direct is reflected in the Company name.
The first basic strategy is a focus on direct marketing, which is the
Company's fundamental expertise. For more than 20 years before the spin-off
of the Company, the Company's predecessor, Wiland, whose management included
a number of the Company's senior executives, provided database management,
list processing and marketing research services to mail order companies,
publishers, financial institutions and other direct marketers. Collectively,
the Company's key employees have substantial experience in direct marketing,
database development and management and the disciplines crucial to the
direct marketing process. The Company strives to capitalize on its direct
marketing expertise and avoid pursuing lines of business that do not
incorporate these disciplines.
The second basic strategy involves the development of multiple revenue
streams. Serving a diverse direct marketing clientele at Wiland helped the
Company's management develop a strong understanding of how to effectively
employ direct marketing techniques for a wide variety of businesses. A key
strategy at Concepts Direct is to build on this understanding and gradually
implement multiple business concepts, with each concept producing an
independent revenue stream. To date, this strategy has been carried out
through the development of the "Colorful Images" concept and the continued
testing of the "Linda Anderson" and "Impressions" concepts.
CUSTOMER DATABASE
The Company's proprietary database contained at the end of 1996
approximately 5.6 million customers, catalog requesters and gift recipients,
approximately 1.6 million of whom placed orders with the Company during the
last fiscal year. The Company's database has grown substantially during the
past three years, increasing from 3.3 million at the end of 1994 to 5.6
million at the end of 1996. Information contained in the customer database
assists in determining which offers customers are to receive and the
frequency of those offers.
The Company selects from its database the individuals it believes are most
likely to respond to a particular merchandise offer, thus maximizing sales
while managing cost as a percent of sales. The Company believes that its
ability to analyze its database and its ability to select recipients for a
particular direct marketing campaign are significant factors in its growth.
The Company utilizes various indicators, including frequency and size of
order, date of last order, and types of products purchased to target its
catalog mailings to those most likely to purchase its merchandise. The
Company updates its customer database in a real time environment.
MARKETING AND PRODUCT LINES
The Company not only markets to its customer database but also exchanges
lists with and rents lists from other direct marketers in order to gain new
customers. Prospects receive a catalog or other direct marketing offer
tailored to what the Company believes to be their historic merchandise
tastes and preferences based on historical results. The Company currently
markets its products primarily under three trade names:
1. Colorful Images
Colorful Images is the trade name under which the Company markets its line
of personalized labels, notepads, various personalized products and general
merchandise such as T-shirts and collectibles. Under this trade name, the
Company creates its own designs, purchases styles and designs from outside
sources and licenses certain images on a royalty basis.
The Company's line of personalized self-adhesive labels, which is the
Company's largest product line, is one of the largest assortments of such
products available from any company. There are label choices appropriate to
popular interests as well as most regions of the country, many hobbies,
professions and lifestyles. The Company now offers over 800 different
styles of labels.
The primary marketing vehicle used to sell Colorful Images products is a
digest-sized catalog (measuring approximately 5" x 7 1/2"). Price points in
the Colorful Images catalog typically range from $6.95 to $49.95, excluding
shipping and handling. The catalog, which is bright and colorful, features
photographs of labels and other products. Since mid-1996, the Colorful
Images catalog has been produced in two versions, one for customers and one
for prospects. The customer version is developed specifically for the
Colorful Images customer base while the prospect version is developed for
the prospect list mix typically used by Colorful Images. Merchandise
offered in each version is selected specifically for that audience. The
Company believes that creating separate catalogs for customers and prospects
has improved performance of the Colorful Images catalog in both markets. The
prospect version of the catalog contains almost exclusively proven
merchandise while the customer version contains both proven merchandise and
new merchandise that the Company believes will prove popular with customers.
Going forward, the Company will attempt to further improve results from both
groups by continuing to present them with merchandise tailored to their
historic tastes and preferences, and by continuing to refine list and other
media.
The Company mailed the Colorful Images catalog to customers five times in
1994, six times in 1995 and seven times in 1996. The Colorful Images
catalog is currently scheduled to be mailed to customers nine times in 1997.
There will also be smaller mailings to niche segments of the customer
database. The Company has experienced a steady increase in the performance
of the catalog to the best performing two million customer names.
Performance of the catalog has increased by approximately 47% over the past
three years. Management believes this performance increase occurred,
despite increased contact frequency, because of page count expansion and
improvement in merchandise mix and creative presentation.
This past success has led the company to explore additional methods of
contacting customers more frequently. Among the ideas that are currently in
various phases of testing and development are preferred customer clubs,
seasonal catalog editions and special offers.
The Company also employs a variety of alternate media to generate sales for
its Colorful Images products. The primary alternate media utilized include
advertisements in newspaper free standing inserts, direct mail co-ops and
endorsed offers. These programs are a valuable means of acquiring new
customers. In the first half of 1996, the Company renewed testing efforts
with these media, with somewhat inconsistent results. In 1997, the Company
expects to test the most promising alternate media more extensively than in
1996. This will involve both increased circulation and increased attention
to development of special offers geared for these media. The Company plans
to gradually increase its circulation in these media if results warrant.
2. Linda Anderson
Linda Anderson is the trade name under which the Company markets mid-priced
gifts, home decorative merchandise and casual apparel. This merchandise is
offered through the Linda Anderson catalog, which the Company presents in a
style similar to the Colorful Images catalogs. Price points in the Linda
Anderson catalog typically range from $10.95 to $149.95, excluding shipping
and handling.
Prior to the Fall of 1996, the Company had mailed three test editions of the
Linda Anderson catalog, with steadily improving results. The Linda Anderson
catalog which was mailed in the Fall of 1996 produced a positive
contribution to profits. This result, which exceeded Company expectations,
occurred despite the fact that over half the Linda Anderson mail volume in
Fall 1996 was sent to prospects from lists being used for Linda Anderson for
the first time.
The best performing list for the Fall 1996 Linda Anderson catalog was
previous buyers of Linda Anderson merchandise. Certain segments of the
Colorful Images customer database also performed well for Linda Anderson.
This demonstrates the Company's basic strategy of building successful new
product lines in part by capitalizing on the customer database already
established. As Colorful Images continues to grow, the new customers it
generates should benefit Linda Anderson.
Several rented and exchanged prospect lists also performed well in the Fall
1996 Linda Anderson mailing, suggesting that the merchandise mix and
creative presentation will allow the Company to expand circulation of the
Linda Anderson catalog.
The Company plans to produce and mail the Linda Anderson catalog four times
in 1997.
3. Colorful Images Presents Impressions
The Colorful Images Presents Impressions catalog was introduced in the
second quarter of 1996. Under this trade name, the Company markets various
personalized products such as throws, note pads, coffee mugs, stationery and
mouse pads. While some product lines are similar to those sold in the
Colorful Images and Linda Anderson catalogs, there is very little specific
product overlap. The Company sells these personalized products exclusively
through its digest-sized Impressions catalog. The latest version contained
only 24 pages, but the Company expects page count to increase. Prices
charged for these products range from $5.95 to approximately $60.00,
excluding shipping and handling. The Company plans two editions of
Impressions in 1997. The catalog is currently distributed only to customers
who have previously purchased products from this catalog, to selected
Colorful Images and Linda Anderson customers and to a few prospect lists.
The Company uses its catalog titles, as well as the alternate media
mentioned above, to solicit existing customers and prospect for new
customers. Product and media performance are analyzed based on
profitability. Product continuation and media utilization are determined
based on these analyses. The Company seeks to improve financial results by
presenting customers and prospects merchandise tailored to their historic
tastes and preferences, by increasing circulation, and by expanding the
selection of merchandise offered.
The Company has numerous ideas for new product lines and direct marketing
concepts. All of them involve direct marketing. Most employ the basic
strategy of leveraging the Company's existing customer database by offering
products and product lines which current customers should find appealing.
With these strategies in mind, the Company is currently working on several
new concepts that it believes have promise. The Company hopes to begin
implementing these concepts during 1997, but specific timing will depend on
when the Company believes a new concept is ready for launch from a
marketing, merchandise and operations standpoint.
LICENSING AND SERVICE MARKS
The Company has federally registered service marks for each of its catalog
titles. The Company anticipates that it will seek registered service marks
for other business concepts and catalog titles that it develops in the
future.
The Company has developed certain artwork used in its labels and other
products. In addition, the Company has purchased or licensed rights to
certain artwork from third parties, generally for a period of at least five
years. Certain rights are also licensed on a royalty basis, including
PEANUTS (Registered Trademark), Boyds Collection Ltd. (Registered
Trademark), Cast Art Industries, Inc. (Registered Trademark) and others.
Management anticipates the licenses and royalty arrangements may be renewed
or replaced, as appropriate, with minimal disruption to ongoing operations.
SUPPLIERS AND INVENTORY
The Company purchases its product inventory from numerous domestic
manufacturers and several importers and foreign manufacturers. Domestic
sources supply essentially all of the Company's gift and apparel
merchandise. Purchase arrangements with suppliers are generally for a
specified product, price and quantity of product. The base paper stock for
personalized labels is produced by a limited number of vendors. Management
believes alternative label stock sources are available, if needed. The
remainder of the product line and material used in the production of the
Company's catalogs are available from many different sources.
Except for a few specialized items which are drop shipped directly from
suppliers, the Company maintains an inventory of all products it sells.
Based on analysis of past successful advertising efforts, evaluation of
probable customer buying patterns and projections of sales levels for new
products, the Company has been able to plan its inventory needs without the
necessity of committing large amounts of working capital to inventory for
substantial periods of time. Historically, the Company has monitored and
found satisfactory the backorder levels produced by its inventory approach.
If the Company attempts to decrease future backorders below historic levels,
the Company's investment in gift and apparel merchandise inventory as a
percentage of sales will need to be increased above historic levels,
particularly in the holiday season. The Company's gift and apparel
inventory liquidation processes include product exchange agreements with
vendors and the sale of outdated products through its small retail outlets.
The Company spends significant amounts on paper used in the production of
its catalogs and paper products. The price of paper is dependent upon
supply and demand in the marketplace. In the first half of fiscal 1996, the
supply of paper was low, increasing the cost of paper and accordingly, the
Company's cost of doing business. Paper costs declined during the latter
part of 1996. While the Company cannot predict future paper cost increases,
such increases would have an impact on the Company's future earnings.
ORDER FULFILLMENT
Orders for the Company's merchandise are received by mail, telephone and
FAX. All orders are received and processed at the Company's headquarters in
Longmont, Colorado. The Company's ability to timely fulfill orders,
especially during the busy pre-Christmas season, is important to the
Company's success. This ability depends, in part, on the availability of
part-time employees who have adequate training before the peak of the
holiday season and the efficiency of the Company's in-house telephone call
center.
The Company's order backlog was approximately $468,000 as of December 31,
1995, and $422,000 as of December 31, 1996. Orders represented by this
backlog are normally shipped within approximately seven days. The level of
order backlog fluctuates with seasonal sales patterns as discussed above.
Difficulty in implementing new operations software and systems to perform
order fulfillment, inventory control and related functions resulted in
higher levels of backlog than might otherwise have been experienced during
the last half of 1995. No such events occurred in 1996.
The Company generally receives payment in advance from customers for sales
and shipping and handling. The Company's orders are shipped via United
States Postal Service (USPS) and other carriers. Priority or express
service is available for an extra charge.
CUSTOMER SERVICE
The Company places great emphasis on customer service and has implemented a
return policy which attempts to guarantee customer satisfaction. The retail
value of refunds and merchandise replacements issued under the returns
policy in 1996 was approximately 5.8% of net sales. Returned merchandise is
generally restocked if undamaged and unused. Otherwise it is returned to
the manufacturer if defective or held for disposal in inventory liquidation
processes described above under "Suppliers and Inventory". Product and
order problem inquiries are directed to trained customer service personnel
who are generally able to resolve most customer issues.
SEASONALITY
The Company's business is seasonal. Historically, a substantial portion of
the Company's revenues and net income have been realized during its third
and fourth fiscal quarters. The Company believes this is the general
pattern associated with the mail order and retail industries. Accordingly,
the Company increases inventory of both its paper products and its gift and
apparel merchandise during the Christmas holiday season to accommodate
anticipated increases in sales. Further discussion of the effect of
seasonality upon revenues and income is contained in "Management's
Discussion and Analysis of Financial Condition and Results of Operations."
COMPETITION
Direct marketing is highly competitive. Although it is difficult to
estimate the exact number of companies with which the Company competes,
thousands of companies offer products via catalog, direct mail, newspaper
inserts and other media.
Management believes that, although there are many companies that offer
return address labels, note pads and note cards, there are only a few
companies that offer the variety of labels offered by the Company, which
provides the Company a competitive advantage. The Company's other
merchandise product lines face greater competition in the marketplace than
the Company's paper products. A substantial number of competitors
distribute catalogs that contain some of the merchandise contained in the
Company's catalogs. In addition, much of the merchandise sold in the
Company's catalogs is available in retail stores.
Although management believes that the Company can compete effectively, there
are some negative factors associated with the position of the Company in the
industry. First, because the Company is a relatively new business, its name
recognition is not as strong as some other catalog companies (although this
is becoming less of an issue as the Company increases its catalog
distribution). Second, the Company's order fulfillment operations are not
as efficient as some of its competitors', although the Company believes this
weakness has lessened significantly since the successful new software
installation in 1995. The Company also believes that planned refinements
and enhancements to its computerized fulfillment system, as well as its
planned 1997 expansion into new, larger facilities, will have a positive
impact on operations. Third, the Company's experience in the marketplace is
limited due to the fact that the Company is relatively new to the business
and therefore, the Company may not have as many resources or as extensive a
customer database as some of its competitors.
EMPLOYEES
As of December 31, 1996, the Company had approximately 479 employees, 265 of
whom were part-time. Of the 214 full-time employees, 14 were in information
technology, 11 were in creative and marketing functions, 170 were in
fulfillment operations and 19 were in other administrative functions. The
employees are not covered by collective bargaining agreements. The Company
considers its relationship with its employees to be satisfactory.
GOVERNMENT REGULATIONS
The Company must comply with Federal, state and local laws that affect its
business. In particular, the Company is subject to Federal Trade Commission
regulations governing the Company's advertising and trade practices. While
the Company believes it is currently in compliance with such regulations, in
the event of noncompliance, the Company may be subject to injunctive
proceedings, cease and desist orders, civil fines and other penalties.
The Company has historically collected and remitted sales and similar taxes
only in those states in which it operates a location. In recent years a
number of states have asserted that advertising by a corporation within
their borders provides sufficient nexus to require the collection and
remittance of such taxes. In a decision rendered on May 26, 1992, the
United States Supreme Court held that application of North Dakota's use tax
statute against an out-of-state mail order house with neither sales
representatives nor outlets in the state placed an unconstitutional burden
on interstate commerce. However, the Court also noted that Congress may be
better equipped to resolve the issue presented by the case. If Congress
should pass applicable legislation, it could have an impact on the future
operations of the Company. The actual impact would depend on the specifics
of any such legislation.
A similar issue has arisen in some states that require residents of the
state who purchase products by mail order to remit to the state the state
sales tax that would be collected by the merchant if the product was sold
from a location within the state. To date, this type of legislation has not
had a material impact on the Company's business.
FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS AND EXPORT SALES
The Company's identifiable assets are attributable entirely to the Company's
domestic operations. The Company has no foreign operations, but does
advertise in Canada. Export sales to Canada accounted for approximately
$975,000, $1,037,000 and $948,000 of the Company's sales in 1994, 1995 and
1996, respectively. Export sales excluding Canada are insignificant.
ITEM 2. PROPERTIES
REAL PROPERTY
The Company's corporate headquarters and administrative offices are located
in Longmont, Colorado. While the Company believes that the facilities it
occupies are well maintained and in good operating condition, the Company
needs additional space to expand its operations. Therefore, the Company
purchased approximately 139 acres of undeveloped land near the Company's
offices in January 1997. The Company is building on this land a new
facility approximately twice the size of its current headquarters and plans
to house all of its production and administrative functions in this facility
by September 1997. The Company believes this deadline will be met. If it
is not met, the Company will need to lease temporary space in order to
accommodate anticipated 4th quarter volume. Some of the remaining land will
be held for expansion, and the Company will attempt to sell most of the
balance of the acreage to other parties.
The following table sets forth the primary real property which the Company
leases.
Location Function Lease Term 1997 Rent Square Feet
Longmont, CO Headquarters 5/1/92-8/31/97 $306,000 58,064
Longmont, CO Retail Outlet 8/15/95-8/30/97 $15,600 1,700
Cheyenne, WY Retail Outlet 10/1/95-10/1/97 $9,200 1,100
FULFILLMENT HARDWARE AND SOFTWARE
All of the Company's order fulfillment hardware is located at its
headquarters facility. The primary computer hardware is manufactured by
Xerox Corporation and Data General Corporation. Management believes that
the Company's present hardware is being operated at approximately 80% of its
capacity. The Company anticipates the change and probable addition of
computer hardware capacity will occur prior to the time it moves to its new
facility and that this will accommodate near-term projected sales volume
increases.
Historically, the Company has used various licensed computer software
packages to perform order fulfillment, inventory control and related
functions. Over a period of several years, the Company developed
replacement software using DG/UX and Oracle as the primary platforms to more
efficiently handle sales. During the third quarter of 1995, the Company
implemented the new operations software and systems to perform order
fulfillment, inventory control and related functions. Initially, certain
difficulties were experienced with the implementation which delayed customer
shipments and related sales recognition in 1995. The Company believes that
those software problems have been substantially corrected and that further
improvements to the software will continue.
ITEM 3. LEGAL PROCEEDINGS
The Company is not involved in any litigation which management believes is
material.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
EXECUTIVE OFFICERS OF THE REGISTRANT
The following information concerning the executive officers of the Company
is included in this report pursuant to General Instruction G (3) of Form
10-K. No person other than those identified below has been chosen to become
an executive officer of the Company. The executive officers serve at the
pleasure of the Board of Directors. No family relationships exist among the
executive officers of the Company.
Phillip A. Wiland, 50, is Chief Executive Officer and Chairman of the Board
of Directors since December 18, 1992. Mr. Wiland was President of the
Company since the Spin-Off from Wiland Services, Inc. on September 30, 1992.
Mr. Wiland was President and Chief Executive Officer of Wiland Services,
Inc. from 1971 to September 30, 1992.
J. Michael Wolfe, 38, is President and Chief Operating Officer of the
Company since December 18, 1992. Mr. Wolfe was Vice President of the
Company since the Spin-Off from Wiland Services, Inc. on September 30, 1992.
Mr. Wolfe was Vice President, Consumer Products of Wiland Services, Inc. and
served in that position since 1989. Mr. Wolfe served as Vice President,
Product Marketing with Wiland Services, Inc. from 1987 to 1989.
H. Franklin Marcus, Jr., 51, is Secretary-Treasurer and Chief Financial
Officer of the Company and has served in that position since the Spin-Off
from Wiland Services, Inc. on September 30, 1992. Mr. Marcus served as
Secretary-Treasurer of Wiland Services, Inc. from 1978 and as Chief
Financial Officer since 1989.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
MARKET AND PRICE INFORMATION
The Company's common stock, par value $.10 (the "Common Stock"), is
currently traded on the Nasdaq SmallCap Market under the symbol CDIR. The
quarterly high and low bid quotations, as reported by the National
Association of Securities Dealers, Inc. for each full quarterly period
available for reporting by the Company for 1995 and 1996 are set forth
below.
Quarter and Year High Low
Calendar 1995
1st Quarter 8 5
2nd Quarter 8 7
3rd Quarter 9 3/4 8
4th Quarter 13 1/4 9 3/4
Calendar 1996
1st Quarter 20 1/2 12 3/4
2nd Quarter 20 1/2 18
3rd Quarter 19 16
4th Quarter 18 1/2 17
The foregoing quotations of high and low bid prices represent prices between
dealers and do not include retail mark-up, mark-down or commissions. They
do not necessarily represent actual transactions. The highest bid on each
day is reported. These prices do not reflect a two-for-one stock split to
be paid on March 31, 1997 to shareholders of record on March 14, 1997.
NUMBER OF SHAREHOLDERS
As of February 18, 1997, there were approximately 550 registered and
beneficial record holders of the Common Stock, according to the Company's
Stock transfer agent and registrar.
DIVIDENDS
Except for the distribution of proceeds from the disposal of the Company's
Direct Marketing Services division in 1992, the Company has never paid cash
dividends on the Common Stock. It intends to retain earnings for use in its
business and therefore does not anticipate paying any cash dividends in the
foreseeable future. Payment of dividends is within the discretion of the
Company's Board of Directors, which will periodically review the Company's
dividend policy, considering the Company's earnings, capital requirements,
and financial condition, among other factors.
ITEM 6. SELECTED FINANCIAL DATA
December 31,
1996 1995 1994 1993 1992
(amounts in thousands except per share data)
INCOME STATEMENT DATA
Net sales $51,126 $42,147 $20,724 $15,936 $22,631
Operating income (loss) from
continuing operations 2,562 638 1,403 (2,543) (5,629)
Income (loss) from continuing
operations before income taxes 2,808 937 1,490 (2,509) (5,578)
Income (loss) from continuing
operations 1,937 843 1,490 (2,252) (3,570)
Income from discontinued
operations 0 0 0 0 23,598
Net income (loss) 1,937 843 1,490 (2,252) 20,028
Earnings (loss) per share from
continuing operations $ 0.87 $ 0.38 $ 0.69 $ (1.13) $ (1.98)
Earnings per share from
discontinued operations $ 0 $ 0 $ 0 $ 0 $ 13.09
Net earnings (loss) per share $ 0.87 $ 0.38 $ 0.69 $ (1.13) $ 11.11
Weighted average common shares
and common share equivalents
outstanding 2,221 2,202 2,162 2,000 1,802
BALANCE SHEET DATA
Current assets $13,443 $ 8,722 $ 7,174 $ 4,174 $ 7,174
Current liabilities 7,518 4,833 3,963 2,212 3,624
Net assets of discontinued
operations 0 0 0 0 0
Total assets 14,487 9,924 8,294 5,047 8,436 "
Long-term liabilies 0 67 160 155 207
Stockholders' equity 6,969 5,024 4,172 2,681 4,064 "
Earnings per share data and weighted average common shares and common
share equivalents outstanding have been restated to reflect the 1992
one-share-for-four-shares reverse stock split and the 1994
two-shares-for-one-share stock split.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Sales increased 21% in 1996 from 1995 and increased 103% in 1995 from 1994.
The increases in sales resulted primarily from the distribution of a greater
number of catalogs and other advertising media, increased page count of the
catalogs and a greater number of products offered. Increased sales can
also be attributed to improved response rates and an increase in the number
of products offered in these catalogs. Based on the constraints of desired
customer response rates and the need to market new products with acceptable
profit margins, the Company intends to continue to add new products to its
product line. Company sales have certain seasonal fluctuations that
primarily relate to the purchasing patterns of individual consumers and
increased levels of advertising. These patterns tend to concentrate sales in
the latter half of the year, particularly before Christmas. In 1996,
approximately 41% of sales occurred in the last three months of the year.
The net earnings of any interim quarter are usually seasonally
disproportionately lower as a percent of net sales since administrative and
certain operating expenses remain relatively constant during the year.
During the last three years, prices for the Company's products have not
increased significantly.
Cost of product and delivery as a percentage of sales was 52% in 1996, as
compared to 53% in 1995 and 55% in 1994. The decreases in 1996 and 1995
occurred primarily because of improved efficiencies of operations, increased
sales of paper products which have higher margins and higher sales over
which to spread fixed costs. The decrease would have been larger in 1995 had
it not been for difficulties related to the implementation of new software
and systems to perform order fulfillment, inventory control and related
functions. Product margins have decreased because personal and home
accessories product costs are generally in excess of 30% of sales price as
compared to the Company's paper product costs which are generally less than
15% of sale price.
Selling, general and administrative costs as a percentage of sales were 43%
in 1996, 46% in 1995 and 38% in 1994. The decrease in 1996 primarily
resulted from improved response to Company advertising, lower paper costs,
in the holiday 1996 mailing season, and increased sales over which to spread
relatively stable fixed costs. The increase in 1995 primarily resulted from
the distribution of a greater number of catalogs and other advertising
materials to prospects than occurred in 1994. Increased paper and postage
costs related to catalog preparation and distribution also contributed to
the increase in 1995.
The Company had income before income taxes of $2,808,000, $937,000 and
$1,490,000 in 1996, 1995 and 1994, respectively. Other income, primarily
interest income and vendor payment discounts, was $246,000 for 1996,
$298,000 for 1995 and $87,000 for 1994.
Income tax expense was $871,000 in 1996 and $94,000 in 1995. Income tax
expense in 1996 was lower than the statutory rate, approximately 31%,
because of the availability of research and development credits. Income tax
expense in 1995 was lower than the statutory rate, approximately 10%, due to
the availability for book purposes of valuation allowances for deferred tax
assets, all of which were utilized in 1995. If the Company continues to be
profitable in 1997, management anticipates the income tax rate will be
approximately 35%.
The Company's net income for 1996, 1995 and 1994 was $1,937,000, $843,000
and $1,490,000, respectively. Income per share was $.87 for 1996, $.38
for 1995 and $.69 for 1994.
On February 25, 1997, the Board of Directors authorized the issuance of a 2
for 1 stock split to be effected in the form of a 100% stock dividend
payable March 31, 1997 for stockholders of record on March 14, 1997.
Historical per share data has not been adjusted to reflect the effect of
this stock split.
In 1994 the Board of Directors authorized the issuance of a 2 for 1 stock
split to be effected in the form of a 100% stock dividend payable December
15, 1994 for stockholders of record on November 14, 1994. Historical per
share data has been adjusted to reflect the effect of this stock split.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents increased by $3,100,000 in 1996, decreased by
$13,000 in 1995 and increased by $1,933,000 in 1994. Activity in several
significant areas had the greatest impact on cash and cash equivalents as
described below.
The increase in deferred advertising costs of $1,612,000 in 1996 primarily
related to incurring costs for significant portions of January, 1997
catalogs in 1996 and increased catalog circulation in January 1997 as
compared to the same period in 1996 . The increase in deferred advertising
costs of $58,000 in 1995 primarily related to the distribution of January
1996 catalogs in early January as compared to distribution of similar
catalogs in late December of the prior year. If the timing of the catalog
distribution had been the same as in 1995, management believes deferred
advertising costs and accounts payable would have increased by approximately
$1,000,000. Increased advertising of products over 1993 levels was the
primary reason for increases of deferred advertising costs of $1,163,000 in
1994 and increased accounts payable in 1994 of $1,312,000. The increases of
inventories of $1,640,000 and $386,000 in 1995 and 1994, respectively,
primarily related to increased sales. The increase in accounts payable of
$2,216,000 in 1996 primarily relates to the incurring of significant
advertising costs for January 1997 mailings near the end of 1996 and timing
of payments for inventory. The large increase in sales in the fourth
quarter of 1995 was the primary reason for the $480,000 increase in customer
liabilities (primarily unshipped customer orders and a reserve for future
customer warranty costs and product returns). Net income of $1,937,000,
$843,000 and $1,490,000 in 1996, 1995 and 1994, respectively, contributed
significantly to increased cash in these years.
Significant items of investment of cash during the periods were purchases of
property and equipment of $377,000, $550,000 and $502,000 for 1996, 1995 and
1994, respectively. These purchases primarily related to computer
equipment, fulfillment equipment and furnishings acquisitions to accommodate
the sales growth and expansion of the Company's computer systems.
The Company had $6,425,000 of cash and cash equivalents at December 31,
1996. Management believes that results of operations, continued operational
planning review procedures, plus current cash balances will produce funds
necessary to meet its anticipated working capital requirements for the
current year. In early 1997, the Company used current cash balances to
purchase approximately 139 acres of undeveloped land for approximately
$1,375,000. During 1997, the Company anticipates using current cash
balances and outside sources to finance the construction of a new facility
on this property. The Company will attempt to sell most of the remaining
acreage to other parties.
The provisions of the Private Securities Litigation Reform Act of 1995 (the
"Act") provide companies with a "safe harbor" when making forward looking
statements. This "safe harbor" encourages companies to provide prospective
information about their companies without fear of litigation. Company
statements that are not historical facts, including statements about
management's expectations, beliefs, plans and objectives for fiscal year
1997 and beyond, are forward looking statements (as such term is defined in
the Act) and involve various risks and uncertainties. Factors that could
cause the Company's actual results to differ materially from management's
projections, forecasts, estimates and expectations include, but are not
limited to, the following:
- - changes in postal rates or the cost of paper;
- - changes in the general economic conditions of the United States leading to
increased competitive activity; and changes in consumer spending generally
or specifically with reference to the types of merchandise that the Company
offers in its catalogs;
- - changes in the Company's merchandise product mix or changes in the
Company's customer response to advertising offers;
- - competitive factors including name recognition and the Company's relative
newness to the mail-order catalog business;
- - the Company's ability to complete construction of and transfer to the
Company's new headquarters before the Fall of 1997 thereby avoiding any
material decrease in the Company's efficiency at a time of the year when it
historically has received a significant portion of its orders and related
annual revenues;
- - lack of availability/access to capital or sources of supply for
appropriate inventory;
- - state tax issues relating to the taxation of out of state mail-order
companies with neither sales representatives nor outlets in a particular
state seeking to impose sales and similar taxes;
- - lack of effective performance of customer service and the Company's order
fulfillment system; and
- - changes in strategy and timing relating to the testing and rollout of new
catalogs.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following financial statements of Concepts Direct, Inc. are set forth
below:
Report of Independent Auditors on the financial statements and schedules of
Concepts Direct, Inc. for the years ended December 31, as set forth
below.
Balance Sheets as of December 31, 1996 and December 31, 1995
Income Statements for the years ended December 31, 1996, December 31,
1995 and December 31, 1994
Statements of Stockholders' Equity for the years ended December 31, 1996,
December 31, 1995 and December 31, 1994
Statements of Cash Flows for the years ended December 31, 1996, December 31,
1995 and December 31, 1994
Notes to Financial Statements - December 31, 1996
The financial statement schedules of Concepts Direct, Inc. are set forth
below:
Schedule II - Valuation and Qualifying Accounts
All other schedules for which provision is made in the applicable accounting
regulation of the Securities and Exchange Commission are not required under
the related instructions or are inapplicable, and therefore have been
omitted.
REPORT OF INDEPENDENT AUDITORS
Stockholders and Board of Directors
Concepts Direct, Inc.
We have audited the accompanying balance sheets of Concepts Direct, Inc. as
of December 31, 1996 and 1995, and the related income statements,
stockholders' equity, and cash flows for each of the three years in the
period ended December 31, 1996. Our audits also included the financial
statement schedule listed in the Index at Item 14(a). These financial
statements and schedule are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements
and schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Concepts Direct, Inc. at
December 31, 1996 and 1995, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 1996, in
conformity with generally accepted accounting principles. Also, in our
opinion, the related financial statement schedule, when considered in
relation to the basic financial statements taken as a whole, presents fairly
in all material respects the information set forth therein.
/S/ ERNST & YOUNG LLP
Denver, Colorado
January 31, 1997
except for Note 7 as to which the date is
February 25, 1997
CONCEPTS DIRECT, INC.
BALANCE SHEETS
December 31,
1996 1995
ASSETS
Current assets
Cash and cash equivalents $ 6,425,137 $3,324,838
Accounts receivable, less allowances 165,833 108,102
Deferred advertising costs 3,818,827 2,207,244
Inventories, less allowances 2,783,999 2,798,878
Prepaid expenses and other 248,920 283,254
----------- ----------
Total current assets 13,442,716 8,722,316
Property and equipment, net 792,199 994,744
Other assets 252,068 206,768
----------- ----------
$14,486,983 $9,923,828
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable $ 5,323,278 $3,107,174
Current maturities of lease obligations 59,457 87,275
Accrued employee compensation 584,868 638,943
Customer liabilities 762,491 908,264
Current and deferred income taxes payable 787,643 90,925
----------- ----------
Total current liabilities 7,517,737 4,832,581
Lease obligations 0 67,493
Commitments and contingencies
Stockholders' equity
Common Stock, $.10 par value, authorized
6,000,000 shares, issued and outstanding
2,121,108 and 2,116,441 in 1996 and 1995,
respectively 212,111 211,644
Additional paid-in capital 4,374,455 4,366,633
Retained earnings 2,382,680 445,477
----------- ----------
Total stockholders' equity 6,969,246 5,023,754
----------- ----------
$14,486,983 $9,923,828
=========== ==========
See notes to financial statements.
CONCEPTS DIRECT, INC.
INCOME STATEMENTS
Year Ended December 31,
1996 1995 1994
Net Sales $51,125,844 $42,146,997 $20,723,829
Operating costs and expenses
Cost of product and delivery 26,833,956 22,286,173 11,406,063
Selling, general and administrative 21,729,621 19,222,425 7,914,501
----------- ----------- -----------
Total operating costs and expenses 48,563,577 41,508,598 19,320,564
----------- ----------- -----------
Operating income 2,562,267 638,399 1,403,265
Other income, net 245,936 298,266 87,195
----------- ----------- -----------
Income before income taxes 2,808,203 936,665 1,490,460
Provision for income taxes 871,000 94,000 0
----------- ----------- -----------
Net income $ 1,937,203 $ 842,665 $ 1,490,460
=========== =========== ===========
Earnings per share $ 0.87 $ 0.38 $ 0.69
=========== =========== ===========
Weighted average number of
common shares and common
share equivalents outstanding 2,220,832 2,202,166 2,161,548
See notes to financial statements.
CONCEPTS DIRECT, INC.
STATEMENTS OF STOCKHOLDERS' EQUITY
Number of Total
shares of Additional Retained Stock-
Common Common Paid-In Earnings holders'
Stock Stock Capital (Deficit) Equity
Balance at December
31,1993 1,055,387 $105,539 $4,463,295 $(1,887,648) $2,681,186
Net income 0 0 0 1,490,460 1,490,460
Stock split 1,055,387 105,538 (105,538) 0 0
--------- --------- --------- ----------- ----------
Balance at December
31, 1994 2,110,774 $211,077 $4,357,757 $ (397,188) $4,171,646
Net income 0 0 0 842,665 842,665
Exercise of
stock options 5,667 567 8,876 0 9,443
--------- -------- ---------- ----------- ----------
Balance at December
31, 1995 2,116,441 $211,644 $4,366,633 $ 445,477 $5,023,754
Net income 0 0 0 1,937,203 1,937,203
Exercise of
stock options 4,667 467 7,822 0 8,289
--------- -------- ---------- ----------- ----------
Balance at December
31, 1996 2,121,108 $212,111 $4,374,455 $ 2,382,680 $6,969,246
========= ======== ========== =========== ==========
See notes to financial statements.
CONCEPTS DIRECT, INC.
STATEMENTS OF CASH FLOWS
Year Ended December 31,
1996 1995 1994
OPERATING ACTIVITIES
Net income $1,937,203 $ 842,665 $1,490,460
Adjustments to reconcile net income
to net cash provided by
operating activities:
Provision for (recovery of) losses
on accounts receivable 23,000 (3,130) (18,870)
Provision for losses in inventory
values 41,721 32,602 247,364
Depreciation and amortization 520,698 507,689 376,537
Increase in current and deferred
income taxes 696,718 90,925 0
Loss on disposals of property and
equipment 59,013 0 1,779
Changes in operating assets and
liabilities:
Accounts receivable (80,731) 119,339 174,152
Deferred advertising costs (1,611,583) (57,560)(1,163,440)
Inventories (26,842) (1,639,514) (385,961)
Prepaid expenses and other 34,334 (13,681) 80,368
Accounts payable 2,216,104 94,078 1,312,468
Accrued employee compensation (54,075) 191,755 230,699
Customer liabilities (145,773) 480,173 182,274
----------- ---------- ---------
NET CASH PROVIDED BY OPERATING
ACTIVITIES 3,609,787 645,341 2,527,830
INVESTING ACTIVITIES
Purchases of property and equipment (377,426) (550,328) (502,186)
Sales of property, equipment and
investments 260 0 900
Other investing activities, net (45,300) (38,135) (31,796)
----------- ---------- ---------
NET CASH USED IN INVESTING ACTIVITIES (422,466) (588,463) (533,082)
FINANCING ACTIVITIES
Principal payment of lease obligations (95,311) (79,498) (61,530)
Sale of Common Stock and exercise
of stock option 8,289 9,443 0
---------- ---------- ---------
NET CASH USED IN FINANCING ACTIVITIES (87,022) (70,055) (61,530)
---------- ---------- ---------
INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS 3,100,299 (13,177) 1,933,218
Cash and cash equivalents at beginning
of year 3,324,838 3,338,015 1,404,797
---------- ---------- ----------
Cash and cash equivalents at
December 31, $6,425,137 $3,324,838 $3,338,015
========== ========== ==========
See notes to financial statements.
Concepts Direct, Inc.
Notes to Financial Statements
December 31, 1996
NOTE 1. Significant Accounting Policies
Organization: Concepts Direct, Inc. markets various products directly
to individual consumers, including a line of personalized labels, gift
items, home decorative items and other merchandise under various catalog
titles. The Company's corporate and operations facilities are located
in Longmont, Colorado. The Company sells its products nationwide and in
Canada.
Use of Estimates: The preparation of financial statements in conformity
with generally accepted accounting principles requires management to
make estimates and assumptions that affect the amounts reported in the
financial statements and accompanying notes. Actual results could
differ from these estimates.
Revenue Recognition: Revenues from the sale of products are recognized
when products are shipped to customers.
The Company's sales are attributable entirely to United States
operations. Export sales to Canada were approximately 1.9%, 2.5% and
4.6% of total sales in 1996, 1995, 1994, respectively. Export sales,
excluding Canada, were less than 2%.
Cash Equivalents: The Company considers all highly liquid investments,
including marketable securities, with a maturity of three months or less
when purchased to be cash equivalents.
Marketable securities are carried at cost which approximates market
value and consisted of the following at December 31:
1996 1995
U.S. Government Obligations $4,555,206 $ 986,600
Commercial Certificates of Deposit 360,000 720,000
---------- ----------
Total Marketable Securities $4,915,206 $1,706,600
Deferred Advertising Costs: These costs primarily relate to printing
and distribution of advertising materials. Such costs are deferred for
financial reporting purposes until the advertising materials are
distributed, then amortized over succeeding periods (not to exceed
twelve months) on the basis of estimated sales. Amortization is
accelerated in the earlier months of the amortization period. Historical
sales statistics are the principal factor used in estimating the
amortization rate. Other advertising and promotional costs are expensed
as incurred. Advertising costs were $18,373,000, $16,477,000 and
$6,142,000 in 1996, 1995 and 1994, respectively.
Inventories: Inventories of products, net of valuation allowances of
$400,000 and $692,000 at December 31, 1996 and 1995, respectively, are
stated at the lower of cost (first-in, first-out method) or market.
Property and Equipment: Such assets are stated on the basis of cost.
Purchased and leased computer software is depreciated using the
straight-line method. All other property and equipment is depreciated
using accelerated methods.
Warranties: The Company's sales of products are subject to a
satisfaction guarantee. Certain sales of products are also under
warranty against defects in material and workmanship for various
periods. The Company accrues for anticipated future warranty costs and
product returns with periodic adjustments to reflect actual experience.
Income Taxes: Deferred income taxes are based on the liability method
as prescribed by Statement of Financial Accounting Standards No. 109
which requires an adjustment to the deferred tax liability to reflect
income tax rates currently in effect rather than historical rates. When
income tax rates increase or decrease a corresponding adjustment to
income tax expense is recorded by applying the rate change to the
cumulative temporary differences.
Earnings Per Common Share: Earnings per common share computations are
based on the weighted average number of common shares and common share
equivalents (stock options determined under the treasury stock method)
outstanding during the period. Primary and fully diluted earnings per
share are the same.
Dividend Policy: At the present time, the Company intends to retain
earnings to provide funds for operations and expansion of the Company's
business. Thus, it does not foresee paying cash dividends in the
future.
NOTE 2. Statements of Cash Flows
Following is supplemental information to the statements of cash flows:
Year Ended December 31,
1996 1995 1994
Non-cash investing and financing activities:
Lease obligation incurred in connection with
acquisition of data processing equipment $ 0 $ 0 $ 92,619
Cash - flow data:
Cash paid during the year for:
Interest $ 12,801 $ 19,197 $ 17,081
Income taxes $174,282 $ 3,075 $ 0
NOTE 3. Property and Equipment
Following is a summary of property and equipment at:
Principal
Estimated
December 31, Useful
1996 1995 Lives
Data processing equipment $1,071,792 $1,091,440 5-7 years
Purchased and leased computer software 389,269 609,406 5 years
Furniture and equipment 761,350 743,008 1-5 years
Leasehold improvements 368,233 368,233 5 years
Deposits on land and building 182,676 0
---------- ----------
2,773,320 2,812,087
Less accumulated depreciation and
amortization (1,981,121) (1,817,343)
---------- ----------
$ 792,199 $ 994,744
========== ==========
In January, 1997, the Company purchased approximately 139 acres of
undeveloped land near the Company's offices for approximately
$1,400,000. The Company intends to use a portion of this land for a new
facility, hold some of the land for expansion, and attempt to sell most
of the remaining acreage to other parties.
The Company anticipates completing a new building, costing approximately
$8,000,000, during the summer of 1997. The lease on the Company's
current facility in Longmont, Colorado expires August 31, 1997. The
Company also anticipates significant additions to furniture and
equipment during 1997.
NOTE 4. Lease Obligations
Future minimum lease payments for all non-cancelable leases are as
follows at December 31, 1996:
Operating Capital
1997 $ 1,085,000 $ 61,871
1998 687,000 0
1999 671,000 0
2000 471,000 0
2001 234,000 0
Thereafter 0 0
----------- --------
Total future minimum lease payments $ 3,148,000 61,871
===========
Less imputed interest (2,414)
--------
Present value of capital lease obligations $ 59,457
========
The Company leases various buildings and equipment used in operations
under agreements which expire at various dates through December 2001,
excluding various renewal options available, some of which are subject
to annual adjustments for cost escalation. Total rental expense for all
continuing operations operating leases amounted to $1,269,000,
$1,072,000 and $834,000 for the years ended December 31, 1996, 1995 and
1994, respectively.
Capital leases with net unamortized values of $60,865 and $137,261 are
classified with data processing equipment and purchased and leased
computer software at December 31, 1996 and 1995, respectively.
Depreciation expense includes amortization of such assets.
NOTE 5. Other Income, Net
Following is a summary of the Company's other income (deductions):
Year Ended December 31,
1996 1995 1994
Interest income $161,430 $144,718 $ 79,050
Interest expense (12,801) (19,197) (17,081)
Vendor payment discounts 121,149 134,771 27,135
Other, net (23,842) 37,974 (1,909)
-------- -------- --------
$245,936 $298,266 $ 87,195
======== ======== ========
NOTE 6. Income Taxes
The differences between federal statutory income tax rates and the
Company's effective tax rates are as follows:
Year Ended December 31,
1996 1995 1994
Federal tax expense at statutory rate $955,000 $318,000 $507,000
Effect of permanent differences 3,000 3,000 3,000
State income tax less federal tax
benefits 17,000 7,000 6,000
Utilization of net operating loss
carryforwards 0 0 (516,000)
Research and experimentation tax credits (104,000) 0 0
Valuation allowance for deferred tax assets 0 (234,000) 0
-------- -------- --------
$871,000 $ 94,000 $ 0
======== ======== ========
The income tax expense consists of the following:
Year Ended December 31,
1996 1995 1994
------------------- ------------------- --------------------
Current Deferred Current Deferred Current Deferred
Federal $141,000 $702,000 $ 54,000 $ 37,000 $ 0 $ 0
State 7,000 21,000 2,000 1,000 0 0
-------- -------- -------- -------- -------- --------
$148,000 $723,000 $ 56,000 $ 38,000 $ 0 $ 0
Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for income tax
purposes. Significant components of the Company's deferred tax
liabilities and assets consist of the following:
December 31,
1996 1995 1994
Deferred tax liabilities:
Deferred advertising costs $(1,337,000) $ (773,000) $ (752,000)
Deferred tax assets:
Allowance for doubtful accounts 14,000 6,000 7,000
Inventory differences 236,000 376,000 646,000
Property and equipment 160,000 142,000 156,000
Other nondeductible accruals 166,000 211,000 120,000
Net operating loss carryforwards 0 0 57,000
----------- ---------- ----------
Total deferred tax assets 576,000 735,000 986,000
Valuation allowance for deferred
tax assets 0 0 (234,000)
----------- ---------- ----------
Net deferred tax assets 576,000 735,000 752,000
----------- ---------- ----------
Net deferred tax liabilities $ (761,000) $ (38,000) $ 0
=========== ========== ==========
At December 31, 1996, the Company has no tax carryforwards available.
NOTE 7. Stockholders' Equity
On February 25, 1997, the Board of Directors approved a two-for-one
stock split, effected in the form of a stock dividend, payable March 31,
1997 to shareholders of record on March 14, 1997. No historical
restatement of stock option or per share data has been made to reflect
the split.
On October 29, 1994, the Board of Directors approved a two-for-one stock
split, effected in the form of a stock dividend, payable December 15,
1994 to shareholders of record on November 14, 1994. Accordingly,
December 31, 1994 balances reflect the split with an increase in Common
Stock and a reduction in additional paid-in capital of $105,538. Stock
option and per share data have been retroactively adjusted to reflect
the split.
During 1993, the Company issued and sold 292,000 shares of Common Stock
to officers and directors at market value. 80,000 shares sold to an
officer were financed in part by a $63,000 note receivable,
collateralized by the Common Stock financed. The note receivable was
due in annual installments through 1998 with interest, payable
quarterly, at 5.5%. The outstanding loan balance was $50,400 as of
December 31, 1995. The note receivable was paid in full during 1996.
Under the terms of the Concepts Direct, Inc. 1992 Employee Stock Option
Plan, certain key employees were granted options to purchase shares of
Common Stock of the Company at an option price equal to fair market
value on the date of the grant. Options granted are exercisable in
annual increments of 25% commencing four years following the date of
grant and expire ten years following the date of grant. The 1992
Employee Stock Option Plan also provides for the issuance of incentive
stock to key employees. There were 139,000 and 140,000 shares of Common
Stock reserved for issuance under the plan as of December 31, 1996 and
1995, respectively.
Under the terms of the Concepts Direct, Inc. 1992 Non-Employee Directors
Stock Option Plan, the outside directors were granted options to
purchase shares of Common Stock of the Company at an option price equal
to fair market value on the date of grant. Options are exercisable in
annual increments of 33.3% commencing one year following the date of
grant and expire five years following the date of the grant. There were
30,666 and 34,333 shares of Common Stock reserved for issuance under the
plan as of December 31, 1996 and 1995, respectively.
The Company has elected to follow Accounting Principles Board Opinion
No. 25, "Accounting for Stock Issued to Employees" (APB 25) and related
Interpretations in accounting for its stock options because, as
discussed below, the alternative fair value accounting provided for by
Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" (Statement No. 123), requires use of option valuation
models that were not developed for use in valuing the stock options.
Under APB 25, because the exercise price of the Company's stock options
equals the market price of the underlying stock on the date of grant, no
compensation expense is recognized.
Pro forma information regarding net income and earnings per share is
required by Statement No. 123, and has been determined as if the Company
had accounted for its stock options under the fair value method of that
Statement. The fair value for these options was estimated at the date
of grant using a Black-Scholes option pricing model with the following
weighted average assumptions:
1996 1995
Risk-free interest rate 5.5% 5.5%
Dividend yields 0.0% 0.0%
Volatility factors of the expected
market price of the Company's
common stock 0.587 0.587
Weighted-average expected life of
the employee stock options 5.5 years 5.5 years
Weighted-average expected life of
the non-employee stock options 2 years 2 years
The weighted-average fair value of options granted were as follows:
1996 1995
1992 Employee Plan $ 10.39 $ 4.29
1992 Non-Employee Plan $ 6.75 $ 0
The Black-Scholes option valuation model was developed for use in
estimating the fair value of traded options which have no vesting
restrictions and are fully transferable. In addition, option valuation
models require the input of highly subjective assumptions including the
expected stock price volatility. Because the Company's stock options
have characteristics significantly different from those of traded
options, and because changes in the subjective input assumptions can
materially affect the fair value estimate, in management's opinion, the
existing models do not necessarily provide a reliable single measure of
the fair value of its stock options.
For purposes of pro forma disclosures, the estimated fair value of the
options is amortized to expense over the options' vesting periods. The
Company's pro forma information follows:
1996 1995
Pro forma net income $1,907,467 $ 827,705
Pro forma earnings per share $ 0.86 $ 0.38
Because Statement No. 123 is applicable only to options granted
subsequent to December 31, 1994, its pro forma effect will not be fully
reflected until 2001.
1992 1992
Employee Plan Non-Employee Plan
------------------ --------------------
Weighted Weighted
Number Average Number Average
of Exercise of Exercise
Shares Price Shares Price
------ -------- ------ --------
Outstanding at December 31, 1993 78,000 $ 1.08 12,000 $ 1.16
Granted at market price 32,000 $ 3.02 8,000 $ 5.50
Canceled (22,000) $ 1.20 0 $ 0
------- -------- ------ --------
Outstanding at December 31, 1994 88,000 $ 1.76 20,000 $ 2.89
Granted at market price 24,500 $ 7.53 0 $ 0
Exercised 0 $ 0 (5,667) $ 1.67
------- -------- ------ --------
Outstanding at December 31, 1995 112,500 $ 3.01 14,333 $ 3.38
Granted at market price 12,500 $ 18.25 8,000 $ 19.50
Exercised (1,000) $ 1.16 (3,667) $ 1.95
Canceled (4,000) $ 1.75 0 $ 0
------- -------- ------ --------
Outstanding at December 31, 1996 120,000 $ 4.66 18,666 $ 10.57
------- -------- ------ --------
A summary of outstanding options, by year they become exercisable, follows:
1992 1992
Employee Plan Non-Employee Plan
------------------ --------------------
Weighted Weighted
Number Average Number Average
of Exercise of Exercise
Shares Price Shares Price
------ -------- ------ --------
1996 6,000 $ 1.16 8,002 $ 3.33
1997 15,000 $ 1.08 5,332 $ 12.51
1998 21,000 $ 1.76 2,668 $ 19.50
1999 27,125 $ 3.06 2,664 $ 19.50
2000 23,250 $ 5.68 0 $ 0
2001 15,250 $ 8.12 0 $ 0
2002 9,250 $ 11.15 0 $ 0
2003 3,125 $ 18.25 0 $ 0
------- -------- ------ --------
Outstanding at December 31, 1996 120,000 $ 4.66 18,666 $ 10.57
Exercise price range of options outstanding:
1992 Employee Plan $1.00-$18.25
1992 Non-Employee Plan $1.16-$19.50
Weighted-average remaining contractual life of options outstanding
1992 Employee Plan 7.3 years
1992 Non-Employee Plan 2.8 years
NOTE 8. Employee Retirement Savings Plan
In May 1985, the Company adopted a Retirement Savings Plan under Section
401(k) of the Internal Revenue Code. Participation in the plan is
available to any employee of the Company who has completed one year of
service and is age twenty-one or older. The Company contributes $10
monthly for each eligible employee, plus up to $.50 for each dollar
contributed by each participant on the first 4% of eligible
compensation, depending on years of service. The Company may contribute
an additional amount if it has sufficient profits. The Company's
contributions to employees of Concepts Direct, Inc. were $55,000,
$33,000 and $27,000 in 1996, 1995 and 1994, respectively.
NOTE 9. Quarterly Financial Information (Unaudited)
Income Earnings
(Loss) Net (Loss)
Net from Income per Common
Sales Operations (Loss) Share
(Dollars in thousands except per share data)
1994:
First $ 3,652 $ 148 $ 161 $ 0.08
Second 4,107 129 151 0.07
Third 4,669 350 372 0.17
Fourth 8,296 776 806 0.37
1995:
First $ 8,100 $ 291 $ 229 $ 0.10
Second 9,491 192 177 0.08
Third 8,307 (282) (137) (0.06)
Fourth 16,249 437 574 0.26(a)
1996:
First $11,584 $ 263 $ 266 $ 0.12
Second 9,000 (344) (220) (0.10)
Third 9,800 258 220 0.10
Fourth 20,742 2,386 1,671 0.75
(a) The 1995 fourth quarter was favorably impacted by the reversal of a
$234,000 deferred tax asset valuation allowance which reversal resulted
from the Company having taxable temporary differences greater than
deductible temporary differences and loss carryforwards at December 31,
1995.
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
CONCEPTS DIRECT, INC.
Year Ended December 31, 1996
COL. A COL. B COL. C COL. D COL. E COL. F
Charged Charged
(Credited) to Balance
Balance at to Costs Other Deduc- at
Beginning and Accounts- tions End of
DESCRIPTION of Period Expenses Describe Describe Period
- --------------------------- --------- --------- -------- -------- -------
Year Ended December 31, 1996
Deducted from asset accounts:
Allowance for doubtful
accounts $ 18,078 $ 23,000 $ 0 $ (78)a $41,000
Allowance for inventory
obsolescence 691,542 41,721 0 (333,263)b 400,000
-------- --------- ------- --------- --------
Totals deducted from asset
accounts $709,620 $ 64,721 $ 0 $(333,341) $441,000
======== ========= ======= ========= ========
Product warranty liability $383,064 $(128,940)$ 0 $ 0 $254,124
======== ========= ====== ========= ========
Year Ended December 31, 1995
Deducted from asset accounts:
Allowance for doubtful
accounts $ 21,130 $ (3,130) $ 0 $ 78 a 18,078
Allowance for inventory
obsolescence 761,981 32,602 0 (103,041)b 691,542
-------- -------- ------- --------- -------
Totals deducted from asset
accounts $783,111 $ 29,472 $ 0 $(102,963) $709,620
======== ======== ======= ========= ========
Product warranty liability $129,111 $253,953 $ 0 $ 0 $383,064
======== ======== ======= ========= ========
Year Ended December 31, 1994
Deducted from asset accounts:
Allowance for doubtful
accounts $ 40,000 $(18,870) $ 0 $ 0 $21,130
Allowance for inventory
obsolescence 679,969 247,364 $ 0 (165,352)b 761,981
------- -------- ------- --------- -------
Totals deducted from asset
accounts $719,969 $228,494 $ 0 $(165,352) $783,111
======== ======== ======= ========= ========
Product warranty liability $ 92,718 $ 36,393 $ 0 $ 0 $129,111
======== ======== ======= ========= ========
a) Uncollectible accounts written off, net of recoveries.
b) Inventory written off, net of recoveries.
ITEM 9. CHANGES IN AND DISAGREEMENTS ON WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
PART III
Certain information required by Part III is omitted from this Report in that
the Company will file a definitive Proxy Statement pursuant to Regulation
14A (the "Proxy Statement") not later than 120 days after the end of the
fiscal year covered by this report and certain information included therein
is incorporated herein by reference.
With the exception of the information incorporated by reference from the
Company's Proxy Statement in Items 10, 11, 12 and 13 of Part III of this
Form 10-K, the Company's Proxy Statement for its annual meeting of
shareholders scheduled for April 19, 1997 is not to be deemed filed as a
part of this Report.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT
Information concerning the directors of the Company is incorporated herein
by reference to material contained under the heading "Election of Directors"
in the Company's Proxy Statement for its annual meeting of shareholders
scheduled for April 19, 1997.
Information concerning the executive officers of the Company is set forth
under the heading "Executive Officers of the Registrant" at the end of Part
I of this Report.
ITEM 11. EXECUTIVE COMPENSATION
Information concerning executive compensation is incorporated herein by
reference to material contained under the headings "Compensation of
Directors" and "Executive Compensation" in the Company's Proxy Statement
for its annual meeting of shareholders scheduled for April 19, 1997.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information as to security ownership of certain beneficial owners and
management is incorporated herein by reference to material contained under
the heading "Voting Securities and Principal Shareholders" in the Company's
Proxy Statement for its annual meeting of shareholders scheduled for April
19, 1997. The Company does not know of any arrangements the operation of
which may at a subsequent date results in a change in control of the
Company.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information as to certain relationships and related transactions is
incorporated herein by reference to material contained under the heading
"Certain Relationships and Related Transactions" in the Company's Proxy
Statement for its annual meeting of shareholders scheduled for April 19,
1997.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORMS 8-K
(a) Documents filed as part of this report:
1. The financial statements and related Report of
Independent Auditors required by this item are listed and
included in Item 8 of this report.
2. The financial statement schedules required by this
item are listed and included in Item 8 of this report.
3. Exhibits required to be filed by Item 601 of
Regulation S-K: SEE INDEX TO EXHIBITS
(b) No Reports on Form 8-K have been filed during the last
quarter of the year ended December 31, 1996.
INDEX TO EXHIBITS
(3) Articles of incorporation and bylaws.
(a) Registrant's Amended and Restated Certificate of
Incorporation filed as Exhibit 3(a) to the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1992 is expressly
incorporated herein by this reference.
(b) Registrant's Bylaws and Statement of Organization of the
Incorporator filed as Exhibit 3(b) to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1992, is expressly
incorporated herein by this reference.
(4) Instruments defining the rights of security holders,
including indentures.
(a) See the Seventh Article of Exhibit 3(a) and Articles I, IV, V, VI
and VII of Exhibit 3(b).
(10) Material Contracts.
(a) Lease dated March 17, 1992 between registrant and Pratt
Partnership. This lease was previously filed as Exhibit 2 to Wiland
Services, Inc.'s Quarterly Report on Form 10-Q for the quarter ended
March 31, 1992 and is expressly incorporated herein by this
reference (Wiland Services, Inc.'s Reporting Number is 0-12967).
(b) Amendment dated May 16, 1996 to Lease dated March 17, 1992
between registrant and Pratt Partnership. This lease amendment was
previously filed as exhibit 2 to registrant's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1996 and is expressly
incorporated herein by this reference.
(c) Real Estate Contract and Purchase and Sale Agreement dated March
20, 1996 between registrant and Richard B. Norton. This agreement
was previously filed as exhibit 1 to registrant's Quarterly Report
on Form 10-Q for the quarter ended March 31, 1996 and is expressly
incorporated herein by this reference.
(d) First amendment dated May 10, 1996 to Purchase and Sale
Agreement dated March 20, 1996 between registrant and Richard B.
Norton. This agreement was previously filed as exhibit 1 to
registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1996 and is expressly incorporated herein by this
reference.
(e) Second amendment dated November 26, 1996 to Purchase and Sale
Agreement dated March 20, 1996 between registrant and Richard B.
Norton is filed herewith.
(f) Letter of Intent between registrant and Saunders Construction,
Inc. dated January 21, 1997 to enter into an agreement for the
construction of a new facility for registrant in Longmont, Colorado
and authorizing Saunders Construction, Inc. to proceed with certain
earthwork activities is filed herewith.
(g) Letter of Intent between registrant and Saunders Construction,
Inc. dated February 20, 1997 to enter into an agreement for the
construction of a new facility for registrant in Longmont, Colorado
and authorizing Saunders Construction, Inc. to proceed with certain
material pre-orders and structural work is filed herewith.
(h) Contract between registrant and Intergroup, Inc. as Architect
for the Provision of Architectural Services, dated September 4,
1996, in connection with the design of a new facility for
registrant in Longmont, Colorado is filed herewith.
(i) Registrant's amended Profit Sharing Plan, reflecting an
amendment under Section 401(k) of the Internal Revenue Code dated
May 31, 1985. This Plan was previously filed as Exhibit 10(l) to
Wiland Services, Inc.'s Annual Report on Form 10-K for the fiscal
year ended December 31, 1985 and is expressly incorporated herein by
this reference (Wiland Services, Inc.'s Reporting Number is
0-12967).
(j) 1997 Incentive Compensation Plan for officers of the registrant
is filed herewith.
(k) 1992 Stock Option Plan was previously filed as Exhibit A to
registrant's definitive proxy statement dated June 29, 1993 for the
Annual Meeting of Shareholders held on July 30, 1993, and is
expressly incorporated herein by this reference.
(l) 1992 Non-Employee Director Stock Option Plan was previously
filed as Exhibit B to the registrant's definitive proxy statement
dated June 29, 1993 for the Annual Meeting of Shareholders held on
July 30, 1993, and is expressly incorporated herein by this
reference.
(23) Consent of Experts and Counsel.
(a) The Consent of Ernst & Young LLP to incorporation by reference
of Auditor's report into the registrant's Registration Statement on
Form S-8 (File No. 33-66964) dated August 3, 1993 pertaining to the
Concepts Direct, Inc. 1992 Stock Option Plan and 1992 Non-Employee
Director Stock Option Plan is filed herewith.
(27) Financial Data Schedule
(a) The financial data schedule is included in the electronic
Edgar filing only.
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.
CONCEPTS DIRECT, INC.
Date: February 25, 1997 By: /s/ Phillip A. Wiland
Phillip A. Wiland
Chief Executive Officer
Principal Executive
Officer
Date: February 25, 1997 By: /s/ H. Franklin Marcus, Jr.
H. Franklin Marcus, Jr.
Secretary/Treasurer
Chief Financial Officer
Chief Accounting Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Date: February 25, 1997 /s/ Michael T. Buoncristiano
Michael T. Buoncristiano, Director
Date: February 25, 1997 /s/ Robert L. Burrus, Jr.
Robert L. Burrus, Jr., Director
Date: February 25, 1997 /s/ Stephen R. Polk
Stephen R. Polk, Director
Date: February 25, 1997 /s/ Phillip D. White
Phillip D. White, Director
Date: February 25, 1997 /s/ Phillip A. Wiland
Phillip A. Wiland, Director