1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 1997 or [ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from _______ to _______ Commission file number 0-20046 RESOUND CORPORATION (Exact name of Registrant as specified in its charter) California 77-0019588 (State or Other Jurisdiction of Incorporation (I.R.S. Employer or Organization) Identification No.) 220 Saginaw Drive, Seaport Centre, Redwood City, California 94063 (Address, including zip code, of principal executive offices) (650) 780-7800 (Registrant's telephone number including area code) Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] The number of shares of Registrant's common stock issued and outstanding as of August 5, 1997 was 19,492,575 shares. 1 2 PART I. FINANCIAL INFORMATION Item 1. Condensed Consolidated Financial Statements Condensed Consolidated Balance Sheets................................................3 Condensed Consolidated Statements of Operations......................................4 Condensed Consolidated Statements of Cash Flows......................................5 Notes to Condensed Consolidated Financial Statements...............................6-7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Overview...........................................................................7-8 Results of Operations.............................................................8-10 Liquidity and Capital Resources.....................................................11 Item 3. Quantitative and Qualitative Disclosures about Market Risks.........................11 PART II. OTHER INFORMATION Item 1. Legal Proceedings...................................................................11 Item 2. Changes in Securities...............................................................11 Item 3. Defaults upon Senior Securities.....................................................11 Item 4. Submission of Matters to a Vote of Security Holders..............................11-12 Item 5. Other Information...................................................................12 Item 6. Exhibits and Reports on Form 8-K....................................................13 SIGNATURES.........................................................................................14 2 3 PART I. FINANCIAL INFORMATION Item 1. Condensed Consolidated Financial Statements: RESOUND CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands) ASSETS June 30, December 31, ----------- ------------ 1997 1996 ----------- ------------ (Unaudited) (Note) Current assets: Cash and cash equivalents .......................... $ 10,947 $ 7,980 Accounts receivable, net ........................... 19,128 20,497 Inventories ........................................ 22,292 23,853 Prepaid expenses and other ......................... 3,759 4,218 ----------- ----------- Total current assets ..................... 56,126 56,548 Property and equipment, net .............................. 11,768 13,494 Other assets ............................................. 3,685 4,899 Goodwill ................................................. 34,871 39,811 ----------- ----------- $ 106,450 $ 114,752 =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Loans and current debt ............................. $ 6,131 $ 4,717 Accounts payable ................................... 6,711 8,478 Accrued liabilities ................................ 17,398 17,976 ----------- ----------- Total current liabilities ................ 30,240 31,171 Long-term debt ........................................... 18,121 19,515 Accrued pension .......................................... 4,191 5,110 Minority interest ........................................ 1,252 1,360 Commitments and contingencies ............................ -- -- Shareholders' equity: Preferred stock .................................... 5,375 5,225 Common stock ....................................... 90,925 90,680 Accumulated deficit ................................ (41,746) (39,202) Cumulative translation adjustment .................. (1,908) 893 ----------- ----------- Total shareholders' equity ............... 52,646 57,596 ----------- ----------- $ 106,450 $ 114,752 =========== =========== Note: The balance sheet at December 31, 1996 has been derived from audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. See notes to condensed consolidated financial statements. 3 4 RESOUND CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands except per share data) (Unaudited) Three months ended Six months ended ------------------- ---------------- June 30, 1997 June 30, 1996 June 30, 1997 June 30, 1996 ------------- ------------- ------------- ------------- Net sales ........................................................ $ 32,230 $ 29,720 $ 64,442 $ 56,984 Cost of sales .................................................... 14,731 12,488 29,842 25,044 -------- -------- -------- -------- Gross profit ............................................ 17,499 17,232 34,600 31,940 Operating expenses Research and development ................................... 3,882 3,491 8,199 6,559 Selling, general and administrative ........................ 14,441 11,542 26,999 22,416 -------- -------- -------- -------- Total operating expenses ......................... 18,323 15,033 35,198 28,975 -------- -------- -------- -------- Income (loss) from operations .................................... (824) 2,199 (598) 2,965 Interest expense, net ............................................ 384 526 782 1,121 Other (income) expense / minority interest, net .................. (83) 116 335 118 -------- -------- -------- -------- Income (loss) before income taxes ................................ (1,125) 1,557 (1,715) 1,726 Provision for income taxes (1) ................................... 374 465 680 516 -------- -------- -------- -------- Net income (loss) ................................................ $ (1,499) $ 1,092 $ (2,395) $ 1,210 ======== ======== ======== ======== Net income (loss) applicable to common shareholders .............. $ (1,574) $ 1,092 $ (2,545) $ 1,210 ======== ======== ======== ======== Net income (loss) per share (2) ................................. $ (0.08) $ 0.07 $ (0.13) $ 0.07 ======== ======== ======== ======== Shares used in above calculation (2) ............................. 19,429 16,738 19,409 16,402 ======== ======== ======== ======== (1) Consists principally of state and foreign income taxes. (2) See Exhibit 11.1 "Statement of Computation of Net Income (Loss) per Share" See notes to condensed consolidated financial statements. 4 5 RESOUND CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Increase (decrease) in cash and cash equivalents (in thousands) (Unaudited) Six months ended ------------------------- June 30, June 30, 1997 1996 -------- -------- Cash flows from operating activities: Net income (loss) ...................................................... $ (2,395) $ 1,210 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization ..................................... 3,774 3,406 Changes in assets and liabilities: Accounts receivable ............................................... 1,369 (2,736) Inventories ....................................................... 1,561 483 Deposits and other assets ......................................... 1,847 36 Accounts payable .................................................. (1,767) (957) Accrued liabilities ............................................... (1,245) 1,752 -------- -------- Net cash provided by operating activities .................... 3,144 3,194 Cash flows from investing activities: Investment in Sonar Hearing Health ..................................... -- (25,443) Change in translation adjustment ....................................... (335) (538) Additions of property and equipment .................................... (1,218) (4,090) -------- -------- Net cash used in investing activities ........................ (1,553) (30,071) Cash flows from financing activities: Borrowings (repayment) of debt ......................................... 1,782 (4,174) Loans payable .......................................................... (651) -- Issuance of preferred stock ............................................ -- 5,000 Issuance of common stock .............................................. 245 34,039 -------- -------- Net cash provided by financing activities .................... 1,376 34,865 -------- -------- Net increase in cash and cash equivalents .................................... 2,967 7,988 Cash and cash equivalents at the beginning of the period ..................... 7,980 5,091 -------- -------- Cash and cash equivalents at the end of the period ........................... $ 10,947 $ 13,079 ======== ======== Supplemental disclosure of cash flow information: Cash paid during the period for: Interest .......................................................... $ 842 $ 1,641 Income taxes ...................................................... $ 667 $ 613 Supplemental schedule of non-cash investing and financing activities: Accrual of preferred stock dividend .................................... $ 150 $ -- Conversion of convertible promissory notes to common stock ............ $ -- $ 2,000 See notes to condensed consolidated financial statements. 5 6 ReSound Corporation Notes to Condensed Consolidated Financial Statements NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six-month period ended June 30, 1997 are not necessarily indicative of the results that may be expected for the year ending December 31, 1997. For further information, refer to the audited consolidated financial statements for the year ended December 31, 1996 and footnotes thereto included in the Company's 1996 Annual Report on Form 10-K. Earnings Per Share Net income (loss) per share is computed using the net income (loss) applicable to common shareholders and the weighted average number of shares outstanding. For the three-month and six-month periods ended June 30, 1996, outstanding options to purchase common shares are included in the calculation. The net losses for the three-month and six-month periods ended June 30, 1997 are increased by the dividend accrued on Series B Preferred Stock to arrive at net loss applicable to common shareholders. In February 1997, Statement of Financial Accounting Standard No. 128 was issued and is required to be adopted for both interim and annual periods ending after December 15, 1997. At that time, the Company will be required to change the method currently used to compute earnings per share and to restate all prior periods. Under the new requirements, the currently presented primary net earnings per share will be replaced by basic earnings per share. The fundamental difference is that basic earnings per share excludes the dilutive effect of stock options. The computed basic earnings per share is not materially different from earnings per share for the three-month and six-month periods ended June 30, 1997 and June 30, 1996. Additionally, fully diluted earnings per share will be replaced by diluted earnings per share, which will be calculated on a similar basis and will always be required to be presented on the consolidated statement of operations. The computed diluted earnings per share is not materially different from the earnings per share as reported for these periods. 6 7 NOTE B - INVENTORIES Inventories are stated at the lower of cost (first-in, first-out) or market. The components of inventories consist of the following (in thousands): June 30, December 31, 1997 1996 ------- ------- Raw materials $ 9,680 $ 9,934 Work in process 4,753 6,838 Finished products 7,859 7,081 ------- ------- $22,292 $23,853 ======= ======= NOTE C - ACCOUNTING FOR INCOME TAXES Income taxes have been provided for on a year-to-date basis and represent taxes on profits earned at the Company's European subsidiaries in Ireland, Austria, Germany, and Holland, plus California taxes. NOTE D - 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 reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results inevitably will differ from those estimates, and such differences may be material to the financial statements. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OVERVIEW Information contained in this Form 10-Q that is not historical fact, including any statements about expectations for the fiscal year and beyond, involve certain risks and uncertainties. This Form 10-Q contains "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995, many of which can be identified by the use of forward-looking terminology such as "may", "will", "believe", "expect", "anticipate", "estimate", "plan", "intend", or "continue" or the negative thereof or other variations thereon or comparable terminology. There are a number of important factors with respect to such forward-looking statements that could cause actual results to differ materially from those contemplated in such forward-looking statements. Numerous factors, such as economic and competitive conditions, incoming order levels, timing of product shipments, product margins, new product development, and reliance on key customers and international sales could cause actual results to differ from those described in these statements, and prospective investors and shareholders should carefully consider these factors in evaluating these forward-looking statements. 7 8 The following discussion should be read in conjunction with the unaudited consolidated condensed financial statements and notes thereto included in Part I - -- Item 1 of this Quarterly Report and the audited consolidated financial statements and notes thereto, the Introductory Statement and Management's Discussion and Analysis of Financial Condition and Results of Operations for the year ended December 31, 1996 contained in the Company's Annual Report on Form 10-K. Founded in 1984, ReSound Corporation (the "Company" or "ReSound") is a hearing health care company that designs, develops, manufactures and sells technologically advanced hearing devices for the hearing impaired. The Company's hearing device products utilize proprietary sound processing technology originally developed by AT&T Bell Laboratories and subsequently enhanced and refined by ReSound. ReSound's Multiband Full Dynamic Range Compression sound processing technology enables ReSound(R) hearing devices to be individually programmed to adjust the amplification of sound continuously in response to the acoustic environment and each patient's residual range of hearing. ReSound's current products are offered in In-the-Ear ("ITE"), Behind-the-Ear ("BTE") and In-the-Canal ("ITC") versions. RESULTS OF OPERATIONS Three months ended June 30, 1997 and June 30, 1996 Net sales increased by 8 percent to $32.2 million in the quarter ended June 30, 1997, from $29.7 million in the quarter ended June 30, 1996. Sales in the U.S. and Canada increased 30 percent in the current quarter to $16.9 million from $12.9 million in the comparable prior year period. This increase was primarily due to the inclusion of sales relating to products obtained through the acquisition of certain assets of the Hearing Health business activity of 3M in the second quarter of 1996 and increased sales of the Company's ITC and Encore(TM) hearing device products partially offset by a decline in sales of the Company's premium product series. International sales for the second quarter were $15.4 million, a decrease of 8 percent from the same period last year. The decrease in international sales was the result of several factors in Europe including weaker European currencies compared to the U.S. dollar, increased competition from digital sound processing product offerings, unfavorable changes in governmental regulatory and reimbursement policies and continued adverse economic conditions in certain key countries. These adverse European market factors on international sales for the quarter were partially offset by sales to the Asia Pacific - Latin America markets which increased 27 percent to $1.5 million from the comparable period last year. International sales accounted for 48 percent of ReSound's net sales in the second quarter of 1997, compared to 58 percent in the same quarter of 1996. Gross profit was 54.3 percent of net sales in the second quarter of 1997, compared to 58.0 percent of net sales for the same quarter of 1996. The quarter-to-quarter decrease in gross profit was largely attributable to increased sales of Sonar Hearing Health's hearing devices sold at lower margins than ReSound-branded products, increased warranty and product return costs in the U.S. reflecting a product mix shift to a larger proportion of custom manufactured products (i.e., ITC and ITE products) and the impact of a stronger U.S. dollar compared to European currencies. 8 9 Research and Development ("R&D") spending during the second quarter of 1997 was $3.9 million (12.0 percent of net sales) compared to $3.5 million (11.7 percent of net sales) in the same quarter of 1996. The second quarter of 1997 included approximately $1.4 million of R&D spending for ReSound's software-based digital signal processing technology, Sonar Hearing Health R&D, and advanced development programs (which in future will partially be jointly developed with Motorola, Inc.) not included in the second quarter of 1996. In the second quarter of 1997, the Company also incurred development expenses related to the future introduction of ReSound's present sound processing technology in new product configurations. Selling, General and Administrative expenses ("SG&A") were $14.4 million (44.8 percent of net sales) for the second quarter of 1997, compared to $11.5 million (38.8 percent of net sales) in the second quarter of 1996. This increase includes approximately $1.4 million of SG&A at the Company's Sonar Hearing Health subsidiary which was acquired in June 1996, expansion into certain Asian and European markets, timing of key marketing and promotional activities in the U.S., and higher business system implementation costs at the Company's Viennatone subsidiary in Austria. Net interest expense was $384,000 for the second quarter of 1997 compared to $526,000 for the second quarter of 1996. This quarter-to-quarter decrease is attributable to reduction of debt and the effect of a stronger U.S. dollar compared to European currencies. Income taxes have been provided for on a year-to-date basis and represent taxes on profits earned at ReSound's European subsidiaries in Ireland, Austria, Germany and Holland, plus California taxes. The Company had a net loss of $1.5 million in the quarter ended June 30, 1997, compared to net income of $1.1 million in the quarter ended June 30, 1996. The decrease was primarily the result of lower gross margins and increased R&D and SG&A costs which are largely attributable to the Company's Sonar Hearing Health subsidiary which was acquired in June 1996. Additionally, SG&A costs increased due to the expansion into certain Asian and European markets, incremental marketing and promotional activities in the U.S., and higher business system implementation costs in Europe. R&D spending also increased due to expenses associated with new product development programs that were initiated subsequent to the second quarter of 1996. Six months ended June 30, 1997 and June 30, 1996 Net sales increased by 13 percent to $64.4 million in the six months ended June 30, 1997, from $57.0 million in the six months ended June 30, 1996. Sales in the U.S. and Canada increased 43 percent for the six months ended June 30, 1997 to $33.0 million from $23.0 million for the comparable prior year period primarily due to the inclusion of sales relating to products obtained through the acquisition of certain assets of the Hearing Health business activity of 3M in the second quarter of 1996 and increased sales of the Company's ITC and Encore(TM) hearing device products partially offset by a decline in sales of the Company's premium product series. International sales for the six months ended June 30, 1997 were $31.4 million, a decrease of 8 percent from the same period last year. The decrease in international sales was the result of several factors in Europe including weaker European currencies compared to the U.S. dollar, 9 10 increased competition from digital sound processing product offerings, unfavorable changes in governmental regulatory and reimbursement policies and continued adverse economic conditions in certain key countries. These adverse European market factors on international sales for the quarter were partially offset by sales to the Asia Pacific - Latin America markets which increased 35 percent to $3.2 million from the comparable period last year. International sales accounted for 49 percent of ReSound's net sales in the first six months of 1997, compared to 60 percent in the same period of 1996. Gross profit was 54.6 percent of net sales in the first six months of 1997, compared to 56.1 percent of net sales for the same period of 1996. The decrease in gross profit was largely attributable to increased sales of Sonar Hearing Health's hearing devices sold at lower margins than ReSound-branded products, increased warranty and product return costs in the U.S. reflecting a product mix shift to a larger proportion of custom manufactured products (i.e., ITC and ITE products) and the impact of a stronger U.S. dollar compared to European currencies. Research and Development ("R&D") spending during the first six months of 1997 was $8.2 million (12.7 percent of net sales) compared to $6.6 million (11.5 percent of net sales) for the same period of 1996. The first six months of 1997 included approximately $3.3 million of R&D spending for ReSound's software-based digital signal processing technology, Sonar Hearing Health R&D, and advanced development programs (which in future will partially be jointly developed with Motorola, Inc.) not included in the prior year. In the first six months of 1997, the Company also incurred development expenses related to the future introduction of ReSound's present sound processing technology in new product configurations. Selling, General and Administrative expenses ("SG&A") were $27.0 million (41.9 percent of net sales) for the first six months of 1997 compared to $22.4 million (39.3 percent of net sales) in the first six months of 1996. This increase includes approximately $2.6 million of SG&A at the Company's Sonar Hearing Health subsidiary which was acquired in June 1996, expansion into certain Asian and European markets, timing of key marketing and promotional activities in the U.S., and higher business system implementation costs at the Company's Viennatone subsidiary in Austria. Net interest expense was $782,000 for the first six months of 1997 compared to $1.1 million for the comparable period in 1996. This decrease is attributable to reduction of debt and the effect of a stronger U.S. dollar compared to European currencies. Income taxes have been provided for on a year-to-date basis and represent taxes on profits earned at ReSound's European subsidiaries in Ireland, Austria, Germany and Holland, plus California taxes. The Company had a net loss of $2.4 million in the six months ended June 30, 1997, compared to net income of $1.2 million in the six months ended June 30, 1996. The decrease was primarily the result of lower gross margins and increased R&D and SG&A costs which are largely attributable to the Company's Sonar Hearing Health subsidiary (acquired in June 1996). Additionally, SG&A costs increased due to the expansion into certain Asian and European markets, incremental marketing and promotional activities in the U.S., and higher business system implementation costs in Europe. R&D spending also increased due to expenses associated with new product development programs that were initiated subsequent to the second quarter of 1996. 10 11 LIQUIDITY AND CAPITAL RESOURCES In the six months ended June 30, 1997 the Company generated $3.1 million in cash from operations, compared to $3.2 million in cash generated from operations in the first six months of 1996. Cash generated from operations in the first six months of 1997 included non-cash charges of $3.8 million relating to depreciation and amortization. In addition, positive cash flows from operations were generally due to decreases in current assets of $4.8 million. These positive cash flows from operations were partially offset by a net loss of $2.4 million, a decrease in accounts payable of $1.8 million and a decrease in accrued liabilities of $1.2 million. Net cash used in investing activities for the six months ended June 30, 1997 of $1.6 million resulted primarily from additions of property and equipment and software. The primary financing activity in the six months ended June 30, 1997 was the net increase in borrowings of $1.8 million by the Company's Viennatone subsidiary. At June 30, 1997, the Company had available cash and cash equivalents of $10.9 million. The Company believes this will be sufficient to meet the Company's operating expenses and capital requirements for at least the next twelve months. From time to time, the Company may also consider the acquisition of, or evaluate investments in, certain products and businesses complementary to the Company's business. Any such acquisition or investment may require additional capital resources. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS Not applicable. PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS Not applicable. ITEM 2. CHANGES IN SECURITIES Not applicable. ITEM 3. DEFAULTS UPON SENIOR SECURITIES Not applicable. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS (a) The Annual Meeting of Shareholders of the Company was held on May 22, 1997. 11 12 (b) The following directors were elected at the meeting: SHARES PRESENT -------------- NOMINEE FOR WITHHELD ABSTAIN BUT NOT VOTING ------- --- -------- ------- -------------- Richard L. Goode 14,415,468 229,391 0 0 Donald M. Kendall 14,448,741 196,118 0 0 Eugene Kleiner 14,449,334 195,525 0 0 Rodney Perkins 14,449,641 195,218 0 0 Peter Riepenhausen 14,444,434 200,425 0 0 Philip S. Schlein 14,449,434 195,425 0 0 Robert C. Wilson 14,449,034 195,825 0 0 (c) The shareholders voted to authorize the adoption of the Company's 1997 Stock Plan and the reservation of up to a maximum of 650,000 shares of the Company's Common Stock for issuance thereunder. The results of that vote were as follows: SHARES PRESENT BUT IN FAVOR OPPOSED ABSTAIN NOT VOTING ---------- --------- ------- ----------- 11,382,836 3,217,891 44,132 0 (d) The shareholders voted to ratify and approve the selection of Ernst & Young LLP as independent auditors for the Company for the fiscal year ending December 31, 1997. The results of that vote were as follows: SHARES PRESENT BUT IN FAVOR OPPOSED ABSTAIN NOT VOTING ---------- --------- ------- ----------- 14,557,259 66,800 20,800 0 ITEM 5. OTHER INFORMATION The Company announced on June 23, 1997 the signing of an agreement with the Land Mobile Products Sector, Radio Products Group of Motorola, Inc. for the development of leading edge products designed to serve the hearing impaired and communications markets. Under the agreement, both companies will contribute existing technology and jointly develop new technology. 12 13 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibit 11.1: Statement of computation of net income (loss) per share (b) Exhibit 27: Financial data schedule (c) Reports on Form 8-K: None (d) Exhibit 10.1: Separation Agreement 13 14 SIGNATURES Pursuant to the requirements 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. RESOUND CORPORATION /s/ Arthur T. Taylor ------------------------------------------------ Arthur T. Taylor Sr. Vice President and Chief Financial Officer Date: August 7, 1997 14 15 INDEX TO EXHIBITS EXHIBIT NUMBER EXHIBITS - ------- -------- 10.1 Separation Agreement 11.1 Statement of Computation of net income (loss) per share 27 Financial Data Schedule