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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K/A
(Mark One)
[X] Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
for the fiscal year ended March 30, 2002
or
[_] Transition Report pursuant Section 13 or 15(d)
of the Securities Exchange Act of 1934
for the transition period from __________ to __________
Commission File No. 33-9875
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BOSTON ACOUSTICS, INC.
(Exact Name of Registrant as Specified in its Charter)
Massachusetts 04-2662473
(State or other Jurisdiction (I.R.S. Employer
of Incorporation or Identification No.)
Organization)
300 Jubilee Drive
Peabody, Massachusetts 01960
(Address of Principal Executive Offices) (Zip Code)
(978) 538-5000
(Registrant's Telephone Number,Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
None.
Securities registered pursuant to Section 12(g) of the Act:
8,000,000 shares of Common Stock ($.01 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 the disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K/A or any amendment to
this Form 10-K/A. [_]
The aggregate market value of the voting stock held by non-affiliates of the
registrant was $39,187,949 as of June 3, 2002.
There were 4,595,595 shares of Common Stock issued and outstanding as of June 3,
2002.
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DOCUMENTS INCORPORATED BY REFERENCE
(1) Registrant's Annual Report to Stockholders for the fiscal year ended March
30, 2002 (Part II, Items 5, 6, 7, 8 and Part III, Item 14 (a)(1))
(2) Proxy Statement for Registrant's Annual Meeting of Stockholders to be held
on August 13, 2002 (Part IV, Items 10, 11, 12 and 13)
BOSTON ACOUSTICS, INC.
Securities and Exchange Commission
Item Number and Description Page
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PART I
ITEM 1. Business 1
ITEM 2. Properties 7
ITEM 3. Legal Proceedings 7
ITEM 4. Submission of Matters to a Vote of Security Holders 7
PART II
ITEM 5. Market for Registrant's Common Equity
and Related Stockholder Matters 8
ITEM 6. Selected Financial Data 8
ITEM 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
ITEM 8. Financial Statements and Supplementary Data 16
ITEM 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 16
PART III
ITEM 10. Directors and Executive Officers of the Registrant 17
ITEM 11. Executive Compensation 17
ITEM 12. Security Ownership of Certain Beneficial
Owners and Management 17
ITEM 13. Certain Relationships and Related Transactions 17
PART IV
ITEM 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K 18
SIGNATURES 20
INDEX TO FINANCIAL STATEMENT SCHEDULES F-i
Inasmuch as the calculation of shares of the registrant's voting stock held by
non-affiliates requires a calculation of the number of shares held by
affiliates, such figure, as shown on the cover page hereof, represents the
Registrant's best good faith estimate for purposes of this Annual Report on Form
10-K/A, and the Registrant disclaims that such figure is binding for any other
purpose. The aggregate market value of Common Stock indicated is based upon
$13.05, the price at which the Common Stock was last sold on June 3, 2002 as
reported by The Nasdaq Stock Market. All outstanding shares beneficially owned
by executive officers and directors of the registrant or by any shareholder
beneficially owning more than 10% of registrant's Common Stock, as disclosed
herein, were considered for purposes of this disclosure to be held by
affiliates.
-i-
Part I
Item 1. Business
Boston Acoustics, Inc. (the "Company", or "Boston") engineers, manufactures, and
markets moderately-priced, high-quality audio systems for use in home audio and
video entertainment systems, in after-market automotive audio systems and in
multimedia computer environments. The Company believes that its products deliver
better sound quality than other comparably priced audio systems. Most of the
Company's products are assembled by the Company from purchased components,
although certain home, automotive and multimedia speakers are manufactured by
others according to Company specifications and under the direction of Boston
Acoustics personnel. All of the Company's products and subassemblies, including
those supplied by outside sources, have been designed or specified by the
Company's engineering department. Boston Acoustics' speakers are marketed
nationwide through selected audio and audio-video specialty dealers and through
distributors in many foreign countries. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations - International
Operations" on Page 16.
The Company was organized as a Massachusetts corporation in 1979 by Andrew G.
Kotsatos, Chairman of the Board, and former Chief Executive Officer, Francis L.
Reed, who passed away in November 1996. Its principal executive offices and
manufacturing facilities are located at 300 Jubilee Drive, Peabody,
Massachusetts.
Products
The Company has determined it has two reportable business industry segments:
Core, and original equipment manufacturer (OEM) and Multimedia. Prior to fiscal
1998, the Company operated as a single segment. The Company's reportable
segments are strategic business units that sell the Company's products to
distinct distribution channels. Both segments derive their revenues from the
sale of audio systems. They are managed separately because each segment requires
distinct selling and marketing strategies, as the class of customers within each
segment is different. Each business segment has distinct product lines as
discussed below.
The Home loudspeaker line consists of four bookshelf models currently ranging in
price from $150 to $400 per pair, four floor-standing systems currently priced
from $500 to $1,600 per pair, a series of hardwood bookshelf and floor-standing
speakers ranging from $700 to $2,700 per pair, two home theater
subwoofer/satellite systems currently priced at $1,000 and $1,500 per system, a
five-piece satellite system priced at $1,500 per system, and four powered
subwoofers priced at $300, $450, $700, and $1,200 each. Additional products for
the home theater market include six different center channel speakers currently
ranging in price from $200 to $600 each, a diffuse-field surround speaker priced
at $800 per pair, and three models of micro satellites which accommodate space
restrictions ranging in price between $100 and $325 each. The Company also
produces magnetically shielded versions of most of its models and produces four
indoor/outdoor speaker systems (Voyager(R) 3, Voyager 2, Voyager Pro, and Grand
Voyager) priced from $220 to $700 per pair. Prices referenced are USD suggested
retail prices.
The Designer line is a collection of speaker systems engineered for installing
in the walls and ceilings of homes, businesses, and recreational vehicles. These
systems are designed to blend into any decor
1
and to be every bit as musical and exciting as the Company's reference-quality
speaker systems. There are currently 14 speaker models in the Designer line,
ranging in price from $130 to $2,000 per pair, two powered subwoofers priced at
$500 each, and one subwoofer power amplifier priced at $600. The Designer line
includes the VRi series, the 300 series, and the installed powered subwoofer
systems.
The Automotive series of products consists of 45 models of after-market
automotive speakers with prices currently ranging from $70 to $750 per pair. The
automotive line includes high-quality full-range replacement speakers,
sophisticated component systems, and subwoofers. The component systems with
system specific crossovers, permit flexible speaker placement and provide sound
rivaling that of fine home speakers. The Company manufactures both raw drivers
and enclosed systems for any installation blueprint. The automotive line
includes the FS Series, the FX Series, the Boston Rally(R) RC Series of
component speakers, the Boston Rally RX Coaxial Series, the Competitor Series
subwoofer and enclosure systems, the Generator Series subwoofers, the Boston
Rally RM Series, and the premium performance ProSeries speaker systems.
The Multimedia category of products which are sold through the Company's
retailers, and through business arrangements with several leading distributors
and computer retailers, consists of five high performance powered
subwoofer/satellite speaker systems for computing environments and are priced
from $30 to $300 per system. The OEM sales of multimedia speaker systems sold to
Gateway, Inc. ("Gateway"), a leading direct marketer of PC products, include the
BA745 subwoofer/satellite system and the BA7800 audio system designed for
desktop theater applications such as DVD movies and PC games. These products are
available either as a component of certain pre-configured computer systems
offered by Gateway, or as an upgrade option on those configurations that do not
include Boston Acoustics' products as standard.
New Products
In fiscal 2002, as in previous years, Boston Acoustics met the challenges of the
changing marketplace with new systems for all of our target markets. These new
products, described below, are intended to supplement or replace those products
which have matured, to increase penetration into current markets, and to gain
footholds in new markets.
In fiscal 2002, the Company expanded its successful range of VR-M series of
loudspeakers with the addition of the VR-M80 and VR-M90 floor-standing speakers.
The VR-M80 and VR-M90 sell for $2,000 and $2,700 per pair, respectively. These
elegant, full-range loudspeakers completed the VR-M line. The Boston Bravo, at
$200 per speaker, was introduced as a versatile product for use as a surround
speaker, a main speaker, or a speaker for background music applications. Its
unique, quarter-cylinder shape allows it to blend seamlessly where any two or
three room surfaces meet. A matching center channel version, the Boston Bravo
Center with a suggested retail of $250, is suitable for placement on top of tube
televisions. The introduction of the System 9500 home theater system provided
dealers with a step-up 5.1 speaker package, where previously the Company had not
offered a speaker system at or near the $1,500 price point. The Unity DVD home
theater system, a $1,000 combination of a Boston 5.1 speaker package with a DVD
player/receiver manufactured by Kenwood Corporation, gave the Company exposure
in the rapidly expanding segment of the consumer electronics marketplace.
During fiscal 2002, the Company added the VRi Series, a reference series
consisting of six in-wall and in-ceiling speakers to its Designer product line.
The VRi560 and VRi580 in-wall speakers, as well as the VRi565 and VRi585
in-ceiling speakers, are designed for use in the finest whole-house music
systems. The VRi553 and VRi593 are designed for use in in-wall home theater
systems. The VRi series features Boston's VR aluminum dome tweeter, a patent
pending tweeter pivoting mechanism, and cast aluminum speaker baffles. The VRi
line is voiced to match Boston's VR-M series of home speakers. The suggested
retails are as follows: the VRi565 is $700 per pair; VRi560,
2
$800 per pair; VRi585, $900 per pair; Vri580, $1,000 per pair; Vri553, $1,200
per pair; and VRi593, $2,000 per pair.
To complement the Designer line of products, in fiscal 2002, the Company
introduced, a series of installed subwoofers, designed for use when a consumer
wants the low frequency output of a subwoofer, but does not wish to see a box in
the listening room. The series consists of the VRiSub82 in-wall subwoofer, the
Sub10F in-floor subwoofer, and the SA1 subwoofer power amplifier. Each SA1
amplifier will power up to two Sub10Fs, or two VRiSub82s. The suggested retails
of the VRiSub82 and the Sub10F are $500 each and the SA1 is priced at $600.
During fiscal 2002, the Company introduced two new multimedia products, the
BA745 and the BA7800. The BA745 is a compact, self-powered speaker system that
brings dynamic, full-range sound to the desktop for high fidelity playback of
CD's and MP3's, computer games, or DVD movies. It is a three-piece system with
two micro-sized satellites and a sleek subwoofer. Three channels of
amplification are housed in the subwoofer cabinet, one for the subwoofer and two
for the satellites. The system has convenient connections for both headphone and
microphone use located on the right satellite. The BA7800 is a high-powered 4.1
audio system, featuring four high-performance satellite speakers and a potent
8-inch subwoofer. A powerful onboard 5-channel amplifier is actively-equalized
for optimum sound, while Boston's proprietary BassTrac(R) circuitry assures
clean bass at all listening levels. Drawing upon Boston Acoustics' years of
expertise in home theater and music system design, this system delivers
top-of-the-line sound for desktop applications. The BA7800 has both headphone
and microphone jacks conveniently located on the right satellite.
Engineering and Development
The Company's engineering and development department is actively engaged in the
development of new products and manufacturing processes, the improvement of
existing products and the research of new materials for use in the Company's
products. The Company designs or specifies all of its products and
subassemblies, including those supplied by outside sources.
The Company's engineering and development staff includes 51 full-time employees
and five outside consultants. During fiscal years 2000, 2001 and 2002, the
Company spent approximately $5,936,000, $5,316,000, and $5,252,000 respectively,
for engineering and development.
Marketing
The Company employs 22 salespersons and retains 13 manufacturer's
representatives who service the Company's U.S. and Canada dealer network. In
addition, the Company retained the services of two freelance public relations
consultants (one in the United States, one in Europe) to assist in the
professional promotion of the Company and its products. Boston Acoustics' home
audio, Designer Series (in-wall/in-ceiling models) and outdoor speaker products
are distributed in the United States and Canada through approximately 430
selected audio or audio specialist retailers, some of whom have multiple
outlets, and to selected custom installers. The Company's car audio products are
sold through approximately 240 similarly specialized retailers, some of whom
also sell the Company's home audio products. The Company's dealers usually stock
and sell a broad range of audio products including, in most cases, the Company's
competitor's products. The Company seeks dealers who emphasize quality products
and who are knowledgeable about the products they sell. The Company's Multimedia
products are sold through an OEM agreement with Gateway, through the Company's
retailers, and through business arrangements with several leading distributors
and computer retailers. One customer accounted for 43% of net sales in fiscal
2000, 45% in fiscal 2001 and 30% in fiscal 2002.
3
Boston Acoustics' products are also exported to dealers in Canada and sold
through exclusive distributors in over 50 foreign countries, primarily in
Europe, Asia/Pacific, and South/Central America. Export sales accounted for
approximately 18% of net sales in fiscal 2000, 17% in fiscal 2001 and 15% in
fiscal 2002.
The Company emphasizes the high performance-to-price ratio of its products in
its advertising and promotion. Boston Acoustics believes that specialty
retailers can be effective in introducing retail customers to the high dollar
value of the Company's products. The Company directly supports its domestic
dealers and international distributors via a cooperative advertising program,
prepared advertisements, detailed product literature, and point of purchase
materials. The Company also regularly advertises in national specialist
magazines including Sound and Vision, Car Audio and Electronics, Eurotuner
(previously Max Power), Audio Video Interiors, Home Theater, Mobile
Entertainment, Super Street, Sport Compact Car, Sport Truck, and Audio Video
International. During fiscal 2002, the Company spent approximately $2,302,000
(2.7% of net sales) for advertising.
Competition
The Company competes primarily on the basis of product performance, price, and
the strength of its dealer organization.
The market for branded loudspeaker systems is served by many manufacturers, both
foreign and domestic. Many products are available over a broad price range, and
the market is highly fragmented and competitive. The Company distributes its
products primarily through specialty retailers where it competes directly for
space with other branded speaker manufacturers. Audio systems produced by many
of the Company's competitors can be purchased by consumers through mass
merchandisers, department stores, mail-order merchants through the internet and
factory-owned outlet stores. The Company believes it is more advantageous to
distribute through specialty retailers who provide product demonstration,
technical information and service, and face-to-face sales support to consumers.
Boston Acoustics competes with a substantial number of branded speaker
manufacturers, including Bose Corporation, Infinity and JBL (divisions of Harman
International Industries), B&W, Polk Audio, Inc., and Klipsch and Associates,
Inc. Some of these competitors have greater technical and financial resources
than the Company and may have broader brand recognition than Boston Acoustics.
In addition to competition from branded loudspeaker manufacturers, the Company's
products compete indirectly with single name "integrated systems". Integrated
systems contain all the various components needed to form an audio system, and
are sold by Sony, Pioneer, Bose, JVC, Yamaha, and many others. Integrated
systems are generally sold through mass merchandisers and department stores,
although many of the Company's dealers also sell integrated systems. During the
past two years, home theater systems with Integrated DVD video have garnered
significant market share. While these systems were historically sold in mass
merchants or "big box" retailers, the Company's dealers are selling systems at
the higher price point.
Manufacturing and Suppliers
Most of the Company's products are assembled by the Company from components
specially fabricated for the Company, although certain loudspeaker models and
multimedia audio systems are manufactured by others in certain foreign countries
according to Company specifications.
The Company purchases materials and component parts from approximately 220
suppliers located in the United States, Canada, Europe, and the Far East.
Although Boston Acoustics relies on single suppliers for certain parts, the
Company could, if necessary, develop multiple sources of supply for these parts.
The Company does not have long-term fixed price contracts or arrangements for
4
inventory supplied by any foreign or domestic manufacturers. The Company did
have one inventory supplier, which accounted for more than 10% of the Company's
purchases during fiscal year 2002. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- International Operations" on
page 16.
Seasonality and Consumer Discretion
The home and automotive audio markets are both somewhat seasonal, with a
majority of home speaker retail sales normally occurring in the period October
through March and a majority of automotive speaker retail sales normally
occurring in the period March through September.
The Company's sales and earnings can also be affected by changes in the general
economy since purchases of home entertainment and automotive audio products,
including loudspeakers, are discretionary for consumers.
Selected unaudited quarterly financial data for the Company's last two fiscal
years is presented below:
Quarterly Financial Data (Amounts in Thousands Except Per Share Data)
First Second Third Fourth
Quarter Quarter Quarter Quarter Year
Year Ended March 30, 2002
Net Sales $ 20,443 $ 21,067 $ 23,205 $ 20,621 $ 85,336
Gross Profit 5,510 6,399 7,883 6,408 26,200
Net Income 171 736 1,516 1,487 3,910
Basic Earnings Per Share 0.03 0.15 0.32 0.32 0.82
Diluted Earnings Per Share 0.03 0.15 0.32 0.32 0.82
Year Ended March 31, 2001
Net Sales $ 23,420 $ 35,340 $ 34,383 $ 27,224 $ 120,367
Gross Profit 7,264 9,711 9,529 4,739 31,243
Net Income (Loss) 1,149 2,238 1,831 (1,321) 3,897
Basic Earnings (Loss) Per Share 0.23 0.46 0.37 (0.27) 0.79
Diluted Earnings (Loss) Per Share 0.23 0.45 0.36 (0.27) 0.79
Because the Company works on a 5-4-4 week quarter, there is an extra week every
five years. The second quarter of fiscal 2001 represents 14 weeks of sales and
earnings compared to 13 weeks during the second quarter of fiscal 2002. Fiscal
2002, therefore, represents 52 weeks of sales and earnings compared to 53 weeks
during fiscal 2001.
The quarterly sales and earnings pattern in any given year may not be indicative
of quarterly results to be expected in any other year.
Patents and Trademarks
Boston Acoustics holds eleven United States patents and numerous international
patents, which relate to certain audio technologies, assemblies and cabinet
design. The Company also currently has
5
several registered trademarks including Boston(R), Boston Acoustics(R),
PowerVent(R), BassTrac(R), MagnaGuard(R), Voyager(R), SoundBar(R), Boston
Rally(R), DirectVent(R), Kortec(R), ProSeries(R), SST(R), VR(R), and
RadialVent(R). Trademarks used by the Company's subsidiary, Snell Acoustics
("Snell") include Snell Acoustics, Snell Multimedia, Snell Music & Cinema, and
Room Ready(R). The Company believes that its growth, competitive position and
success in the marketplace are more dependent on its technical and marketing
skills and expertise than upon the ownership of patent and trademark rights.
There can be no assurance that any patent or trademark would ultimately be
proven valid if challenged.
Significant Customers
The Company's financial results for the fiscal year ended March 30, 2002 include
significant OEM sales of multimedia speaker systems to Gateway. The terms of
these sales are governed by the Master Supply Agreement between Gateway and the
Company which defines such issues as ordering and invoicing procedures, shipping
charges, warranties, repair service support, product safety requirements, etc.
This Master Supply Agreement with Gateway does not contain minimum or scheduled
purchase requirements; therefore, purchase orders by Gateway may fluctuate
significantly from quarter to quarter. Based on information currently available
from our OEM customer, the Company anticipates that our OEM sales should
decrease during the fiscal year ending March 29, 2003. Although the loss of
Gateway as a customer or the loss of any significant portion of orders from
Gateway could have a material adverse effect on the Company's business, results
of operations and financial condition, the Company's management has taken steps
which it believes will mitigate the adverse consequences of the expected decline
in orders from Gateway.
Backlog
The Company currently has no significant backlog. The Company's policy is to
maintain sufficient inventories of finished goods to fill all orders within two
business days of receipt.
Warranties
Boston Acoustics warrants its home speakers to be free from defects in materials
and workmanship for a period of five years, its Designer Series speakers for a
period of two years, its automotive speakers for one year and its multimedia
audio speaker systems for a period of one to three years. During the years ended
March 30, 2002, March 31, 2001, and March 25, 2000, warranty costs recorded by
the Company were approximately $174,000, $270,000, and $221,000, respectively.
Employees
As of May 18, 2002, the Company had 271 full-time employees who were engaged as
follows: 144 in production and materials management; 51 in engineering and
development; 48 in marketing and sales support; and 28 in administration.
None of the Company's employees are represented by a collective bargaining
agreement and the Company believes that its relations with its employees are
satisfactory.
Executive Officers of the Registrant
The information required by this item is incorporated by reference to the
sections entitled "Executive Compensation" in the Registrant's definitive Proxy
Statement for its Annual Meeting of Stockholders to be held August 13, 2002.
6
Item 2. Properties
The Company owns its principal executive offices and manufacturing facilities
which sit on 15 acres of land at 300 Jubilee Drive, Peabody, Massachusetts.
The Company's subsidiary, Snell Acoustics, leases all of the properties used in
its business. Snell maintains its principal executive offices and manufacturing
facilities at 143 Essex Street, Haverhill, Massachusetts. A total of 65,090
square feet of space is leased from an unrelated party under an operating lease
which expires in September 2002.
Item 3. Legal Proceedings
There are no material legal proceedings affecting the Company.
Item 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of shareholders during the fourth
quarter of fiscal 2002.
7
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters
The common stock of Boston Acoustics, Inc. has been listed on the NASDAQ
National Market System under the symbol BOSA since its initial public offering
on December 12, 1986. The following table sets forth high and low closing prices
by quarter as reported by NASDAQ:
Fiscal 2002 High Low
First Quarter 11.750 10.100
Second Quarter 12.050 8.530
Third Quarter 12.150 8.750
Fourth Quarter 12.000 9.260
Fiscal 2001 High Low
First Quarter 12.438 9.125
Second Quarter 14.125 10.813
Third Quarter 15.688 12.375
Fourth Quarter 15.625 10.766
There were approximately 107 shareholders of record as of March 30, 2002.
Shareholders who beneficially own common stock held in nominee or street name
are not included in the number of shareholders of record.
Item 6. Selected Financial Data
The selected financial data presented below are derived from the Company's
audited financial statements for each year in the five-year period ended March
30, 2002.
(Amounts in Thousands Except Per Share Data)
2002 2001 2000 1999 1998
Income Statement Data
Net Sales $85,336 $120,367 $110,391 $117,968 $82,399
Net Income 3,910 3,897 6,647 11,264 9,576
Basic Earnings Per Share 0.82 0.79 1.32 2.26 1.83
Diluted Earnings Per Share 0.82 0.79 1.25 2.14 1.74
Weighted Average Shares Outstanding
Basic 4,775 4,914 5,017 4,988 5,232
Diluted 4,785 4,962 5,303 5,255 5,512
Dividends Per Share 0.34 0.34 0.34 0.34 0.33
Balance Sheet Data
Working Capital $22,668 $ 32,502 $ 24,702 $ 29,471 $20,319
Total Assets 48,418 58,032 52,737 53,239 42,499
Shareholders' Equity 37,998 38,879 36,546 33,872 23,904
8
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Results of Operations
The following table sets forth the results of operations for the years ended
March 30, 2002, March 31, 2001, and March 25, 2000 expressed as percentages of
net sales.
For the Year Ended
March 30, March 31, March 25,
2002 2001 2000
(52 weeks) (53 weeks) (52 weeks)
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Net sales 100.0% 100.0% 100.0%
Cost of goods sold 69.3 74.0 69.4
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Gross profit 30.7 26.0 30.6
Selling and marketing expenses 12.2 10.6 10.1
General and administrative expenses 5.6 4.5 4.6
Engineering and development expenses 6.2 4.4 5.4
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Total operating expenses 24.0 19.5 20.1
- --------------------------------------------------------------------------------------
Income from operations 6.7 6.5 10.5
Interest income (expense), net (0.2) (0.5) (0.6)
Other expense (0.1) (0.4) (0.1)
Income before provision for
income taxes 6.4 5.6 9.8
Provision for income taxes 1.8 2.4 3.8
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Net income 4.6% 3.2% 6.0%
======================================================================================
Fiscal 2002 Compared with Fiscal 2001
Net sales for the fiscal year decreased 29%, to $85.3 million compared to $120.4
million in fiscal 2001. Fiscal 2002 reflects 52 weeks of sales and earnings
compared to 53 weeks during fiscal 2001.
The overall sales decrease was the result of a 53.1% (approximately $31.0
million) decrease in sales of the OEM and multimedia segment accompanied with a
6.5% (approximately $4.0 million) decrease in sales of the Core business segment
compared to fiscal 2001. Both business segments were negatively impacted by the
downturn in the global economy, particularly the softness in the personal
computer business, and International core sales compared to fiscal 2001. Despite
the drop in sales, however, net income remained essentially the same as a year
ago, at $3.9 million, and diluted earnings per share rose from $.79 to $.82.
9
During fiscal 2002, the Company's OEM and multimedia segment sales were
primarily sold through our OEM customer, Gateway, Inc. ("Gateway"), a leading
direct marketer of PC products. The Company's sales to Gateway were primarily
three-piece speaker systems during fiscal 2002 as compared to both three-piece
and two-piece speaker systems in fiscal 2001. During the first nine months of
fiscal 2002, products sold to Gateway included the Digital BA735
subwoofer/satellite system and the Digital BA7500 thin panel audio system
designed for desktop theater applications such as DVD movies and PC games.
During the fourth quarter of fiscal 2002, the Company replaced these two speaker
systems with the BA745 and BA7800, models with enhanced feature sets compared to
the digital models they replaced.
New product introductions throughout fiscal 2002 in the Core home entertainment
product categories contributed to the improvement in our overall operating
results despite the difficult uncertainty in the U.S. economy and international
markets. During the year, the Company expanded its successful range of VR-M
series of loudspeakers with the addition of two floor-standing models. The
VR-M80 and the VR-M90 with suggested retails of $2,000 and $2,700 per pair,
respectively, are available in cherry real wood veneer. The Company introduced
its Boston Bravo(TM), a multi-purpose, compact speaker suitable for use as a
surround speaker, a main speaker or a speaker for background music applications.
The Boston Bravo, available in white or black, retails for $200. A matching
center channel version, the Boston Bravo Center, retailing for $250, is suitable
for placement on top of tube televisions. During the third quarter of fiscal
2002, the Company introduced the new Unity DVD Home Theater System. The Unity is
a co-branded system featuring a high-performance receiver/DVD player
manufactured by Kenwood Corporation and a six-speaker Boston Acoustics' home
theater system, including an 8-inch,100-watt powered subwoofer. The Unity has a
manufacturer's suggested retail price ("MSRP") of $1,000. The Company also
introduced two new home theater six-speaker systems during the fall of 2001. The
System 9000II, with a suggested retail of $1,000, is comprised of two Micro 90x
II front satellite speakers, two Micro 80x II surround speakers, a Micro 90c II
center channel speaker and a matching 10-inch, 120-watt powered subwoofer. The
System 9500, with a suggested retail of $1,500, is a 5.1 speaker package
consisting of a 12-inch, 300-watt powered subwoofer, four Micro 90x II
satellites, and a Micro 90c II center channel. Both the System 9000II and the
System 9500 are available in traditional black finish or buffed silver-gray
finish.
During the second quarter of fiscal 2002, the Company made initial shipments of
its new VRi Series of installed speaker systems consisting of six models of
unique in-wall rectangles and ceiling-mount rounds. The VRi Series, with
suggested retails ranging from $700 to $2,000 per pair, offer high-end in-home
solutions for custom installations. To complement the Designer line of products,
the Company introduced a series of installed subwoofers. The series consists of
the VriSub82 in-wall subwoofer and the Sub10F in-floor subwoofer, both with
suggested retails of $500 each, and the SA1 subwoofer power amplifier which
retails for $600.
The Company's gross margin increased as a percentage of net sales from 26.0% in
fiscal 2001 to 30.7% in fiscal 2002. The increase was primarily the result of
improved manufacturing efficiencies, reduced scrap and rework costs, the
elimination of contract labor and off-site warehousing costs, as well as, lower
inventory write-offs for obsolete and slow-moving inventory as compared to the
same period a year ago. The OEM/Multimedia segment of sales, which has lower
gross margins, represented only 32.1% of total net sales during fiscal 2002 as
compared to 48.6% of total net sales in fiscal 2001. The combination of the
smaller portion of OEM/Multimedia segment sales, the introduction of new core
products designed with higher gross margins and the enhanced manufacturing
efficiencies resulted in an improvement in our overall gross margin.
Total operating expenses, despite increasing as a percentage of net sales from
19.5% to 24.0% due to the lower overall sales level, decreased in absolute
dollars by approximately $3.0 million. Selling and marketing expenses have
decreased by approximately $2.2 million primarily due to a decrease in salaries
and related expenses (approximately $0.5 million), lower travel expenditures
(approximately $0.3 million), and reduced advertising costs associated with both
the Core and multimedia product categories (approximately $1.4 million). General
and administrative expenses have decreased by
10
approximately $0.7 million. The decrease is primarily attributable to a number
of factors, the most significant of which is the write down of the goodwill of
Boston Acoustics Deutschland, GmbH during fiscal 2001, along with a reduction in
certain administrative expenses pertaining to the subsidiary (in the aggregate,
approximately $0.3 million). In addition, the Company had lower expenses during
fiscal 2002 relating to personnel recruitment (approximately $0.1 million) and
insurance costs (approximately $0.1 million). The decrease of approximately $0.1
million of engineering and development expenses is attributed to lower
payroll-related expenses, lower travel expenditures and a decrease in
depreciation expenses related to research and development equipment as compared
to the same period a year ago.
Interest expense, net for the fiscal year decreased in both absolute dollars and
as a percentage of net sales compared to the corresponding period a year ago.
The decrease is due to lower borrowing rates and the repayment of $9.0 million
of the Company's outstanding line of credit during fiscal 2002.
Other expense for fiscal 2002 included a charge of approximately $69,000 for
foreign currency translation losses related to the strength of the USD and its
effect on the Company's foreign subsidiaries.
The Company's effective income tax rate decreased during fiscal 2002 from 42.4%
to 28.5% primarily resulting from the U.S. Company's fourth quarter bad debt
deduction for intercompany receivables from its wholly-owned German subsidiary.
The write-off of this receivable created taxable income in the German subsidiary
that will allow the Company to utilize and benefit the net operating loss
carryforwards associated with the German subsidiary.
Net income for fiscal 2002 remained consistent with fiscal 2001 at approximately
$3.9 million, while diluted earnings per share increased 4% to $0.82 per share
as compared to the same period a year ago. Net income remained consistent in
spite of the 29% reduction in net sales due to increased gross margin
percentages in the Core business, lower percentage of overall sales attributed
to the OEM/Multimedia segment, reduced operating expenses, reduced interest
charges, and a lower effective income tax rate.
Fiscal 2001 Compared with Fiscal 2000
Net sales increased 9%, from approximately $110.4 million in fiscal 2000 to
$120.4 million in fiscal 2001. Because the Company works on a 5-4-4 week
quarter, there is an extra week of sales and operations every five years. The
second quarter of fiscal 2001 represents 14 weeks of sales and earnings compared
to 13 weeks during the second quarter of fiscal 2000. Fiscal 2001, therefore,
represents 53 weeks of sales and earnings compared to 52 weeks during fiscal
2000.
The overall sales increase was due to increases in both business segments during
the first eight months of the fiscal year offset by the slowing economy and
industry-wide decline in U.S. retail sales that began impacting the Core segment
in December 2000. The overall sales increase in fiscal 2001 was the result of an
18.7% (approximately $9.2 million) increase in sales of the OEM and Multimedia
business segment and a 1.3% (approximately $0.8 million) increase in sales of
the Core segment compared to fiscal 2000. Although the OEM and Multimedia
segment reflected an increase over the corresponding period a year ago, the
increase was lower than originally expected. The overall sales increase in the
OEM and Multimedia segment resulted primarily from sales of the BA65, the
Company's first entry-level speaker system for computers. The BA65, a powered
two-piece speaker system that offers performance similar to Boston's more
expensive multimedia products was introduced in June 2000 and was made available
through our OEM customer, Gateway. In addition, the Company experienced
increased sales of its retail range of multimedia speaker systems offered
through Multimedia retail and distribution channels.
New product introductions in the Core home entertainment product categories
during the second and third quarters of fiscal 2001 contributed to the overall
results of the Core segment. The VR-MC center channel speaker system and the
VR-MX surround speaker were introduced to compliment the VR-M50 and VR-M60
Monitor bookshelf speaker systems introduced last fiscal year. The VR-MC
11
with a suggested retail of $600 and the VR-MX with a suggested retail of $800
per pair are both available in cherry or black ash real wood veneer. The
Lynnfield VR910 and VR920 high performance center channel speaker systems with
suggested retails of $350 and $600, respectively, have end caps shaped and
colored to match the design of our Lynnfield VR900 series of floor standing
speakers. These models were introduced during the first quarter of fiscal 2001.
Sales of the PowerVent(R) powered subwoofer systems introduced last fiscal year
continued to augment the Core business and offer high-quality bass reproduction
for home entertainment systems. The CX line of after-market automotive speakers
was replaced by the FX Series during the third quarter of fiscal 2001. The new
FX Series includes nine models ranging from $70 per pair to $140 per pair U.S.
(MSRP). In addition, during the last half of the year, the Company introduced a
new entry-level line of component automotive systems, the FS Series. The FS50
and FS60 with suggested retails of $220 each and the FS80 with a suggested
retail of $230 deliver high quality sound and broaden our product range of
after-market automotive speaker systems.
The Company's gross margin decreased as a percentage of net sales from 30.6% in
fiscal 2000 to 26.0% in fiscal 2001 due to increased production expenses
including those associated with the Company's efforts to complete the
fulfillment of back orders experienced during the first quarter of fiscal 2001.
These expenses included the hiring of temporary contract labor (approximately
$0.9 million), increased overtime and rework (approximately $0.5 million), as
well as higher scrap, freight, and warehousing costs (approximately $1.6
million) as compared to the same period a year ago. Gross margins were also
negatively impacted by the sales mix of the OEM/Multimedia segment of sales,
which have lower gross margins and represented a larger portion of total net
sales in fiscal 2001 as compared to fiscal 2000. During the fourth quarter of
fiscal 2001, the Company's gross margin was affected by write-offs for obsolete
and slow-moving inventory (approximately $0.6 million), rework of specific
finished goods inventory (approximately $0.9 million), and restructuring charges
related to the cutbacks of personnel in both January and March of 2001
(approximately $0.2 million).
During fiscal 2001, total operating expenses increased by approximately $1.3
million but decreased as a percentage of net sales from 20.1% to 19.5%. Selling
and marketing expenses increased by approximately $1.5 million, as well as,
increased as a percentage of net sales primarily due to increased salaries and
benefits relating to additional personnel hired in the beginning of the fiscal
year and increased advertising and related expenditures associated with both the
Core and Multimedia product categories. General and administrative expenses
increased by approximately $354,000 while decreasing slightly as a percentage of
net sales. The increase is attributable to increases in payroll-related costs,
insurance expenses, and the write down of the goodwill associated with the
acquisition of the Company's German subsidiary in fiscal 1999. Engineering and
development expenses decreased by approximately $620,000, as well as, decreased
as a percentage of net sales primarily due to lower consulting fees and lower
outside services as compared to the same period a year ago.
Interest expense, net for the fiscal year decreased by approximately $82,000 and
as a percentage of net sales compared to the corresponding period a year ago,
due to lower borrowing rates, despite an increase in the Company's line of
credit borrowings during the second fiscal quarter of approximately $5 million.
Other expense for fiscal 2001 include a charge of approximately $434,000 for
foreign currency translation losses related to the strength of the USD and its
effect on the Company's foreign subsidiaries.
The Company's effective income tax rate increased during fiscal 2001 from 38.6%
to 42.4% primarily as a result of the inability to benefit net operating losses
sustained by the Company's subsidiaries outside the U.S., including the foreign
currency translation charge recorded in the fourth quarter and higher state tax
liabilities as compared to a year ago.
Net income decreased 41% to approximately $3.9 million, while diluted earnings
per share decreased 37% to $0.79 per share as compared to the same period a year
ago. The decrease in net income for fiscal 2001 is primarily the result of the
increases in production expenses during the year, inventory
12
rework and write-downs during the fourth quarter, a change in the product mix in
the OEM and Multimedia business segment resulting in lower gross margins, and
higher foreign currency translation costs as compared to the same period a year
ago.
Liquidity and Capital Resources
As of March 30, 2002, the Company's working capital was approximately
$22,668,000, a decrease of approximately $9,800,000 from March 31, 2001. The
decrease in working capital was primarily due to decreases in inventory and
accounts receivable, as well as, an increase in the current maturity of the line
of credit, partially offset by an increase in cash and cash equivalents. At
March 30, 2002, the Company's inventory decreased by approximately $10,252,000
compared to March 31, 2001 levels, primarily as a result of a reduction in
purchases pertaining to both the Core and OEM segments of the business. Cash and
cash equivalents increased by approximately $2,349,000, compared to levels at
the end of fiscal 2001 primarily due to cash provided by operating activities
exceeding cash expended for repayments of the line of credit as well as
purchases of treasury stock. Current liabilities increased by approximately
$1,277,000 to approximately $10,402,000 primarily as a result of an increase in
the current maturity of the line of credit. Long-term debt decreased by
$10,000,000 as a result of repayments of $9,000,000 and a reclassification of
the remaining $1,000,000 to current liabilities during fiscal 2002. The Company
has two lines of credit with two banking institutions totaling $26,500,000. At
March 30, 2002, the Company had borrowings totaling $2,500,000 under its $25
million revolving credit agreement and $0 outstanding under its $1.5 million
revolving credit agreement. On May 1, 2002, the Company renewed its $25 million
revolving credit agreement for a term of three years maturing on July 1, 2005.
Net cash increased in fiscal 2002 and fiscal 2001 by $2,349,000 and $1,279,000,
respectively. Net cash decreased in fiscal 2000 by $590,000. Net cash provided
by operating activities in fiscal years 2002, 2001 and 2000 was approximately
$18,138,000, $1,117,000, and $15,187,000, respectively. Differences in cash
flows from operating activities over this three-year period were primarily
related to significant year-to-year changes in net income, accounts receivable,
inventories and accounts payable. Net cash used in investing activities for
fiscal years 2002, 2001 and 2000 was approximately $1,950,000, $3,323,000, and
$4,483,000, respectively. Net cash used in investing activities in fiscal years
2002, 2001 and 2000 were for improvements to the existing facility and purchases
of property and equipment. Net cash (used in) provided by financing activities
in fiscal years 2002, 2001 and 2000 was approximately ($13,840,000), $3,485,000,
and ($11,294,000), respectively. In fiscal 2002, net cash used in financing
activities included $9,000,000 of repayments of borrowings under one of the
Company's credit facilities. In addition, during fiscal 2002, the Company
repurchased 332,200 shares of common stock for approximately $3,192,000. In
fiscal 2001, net cash provided by financing was the result of net borrowings
under one of the Company's lines of credit of approximately $5,048,000. In
fiscal 2000, net cash used in financing activities included $7,313,000 of net
repayments of borrowings under one of the Company's credit facilities. In
addition, during fiscal 2000, the Company repurchased 172,500 shares of common
stock for approximately $2,428,000.
The Company believes that its current resources are adequate to meet its
requirements for working capital and capital expenditures at least through
fiscal 2003.
Critical Accounting Policies
Our significant accounting policies are described in Note 1 to the consolidated
financial statements included in Item 8 of this Form 10-K. We believe that our
most critical accounting policies include revenue recognition, sales returns and
other allowances and allowance for bad debts, and inventory related reserves.
13
Revenue Recognition
We recognize revenue in accordance with the Securities and Exchange
Commission's Staff Accounting Bulletin 101 ("SAB 101"), Revenue
Recognition.
Revenue is recognized when products are (1) shipped to customers provided
that there are no uncertainties regarding customer acceptance, (2) when the
sales price is fixed or determinable and (3) collection of the related
receivable is probable. At the time of revenue recognition, we provide
reserves for sales returns and rebates, timely pay discounts, and freight
reserves. The determination of criteria (2) and (3) are based on
management's judgements regarding the fixed nature of sales price for the
products delivered and the collectibility of those amounts. At the time of
revenue recognition, we accrue a warranty reserve for estimated costs to
provide warranty services. Our estimate of costs to service our warranty
obligations is based on historical experience and expectation of future
conditions.
Sales returns and other allowances, and allowance for bad debts
Our management must make estimates of potential future product returns
related to current period product revenue. Management analyzes historical
returns, current economic trends and changes in customer demand for our
products when evaluating the adequacy of the reserve for sales returns and
other allowances. Significant management judgements and estimates must be
made and used in connection with establishing the sales returns and other
allowances in any accounting period. Similarly, our management must make
estimates of the uncollectibility of our accounts receivable. Management
specifically analyzes accounts receivable and historical bad debts,
customer concentrations, customer credit-worthiness, current economic
trends and changes in our customer payment terms when evaluating the
adequacy of the allowance for doubtful accounts. Historically, we have not
experienced any significant losses related to individual customers or
groups of customers in any particular industry or geographic area.
Inventories
Inventories are stated at the lower of cost (first-in, first-out) or market
and consist of raw material and work-in-process and finished goods.
Work-in-process and finished goods inventories consist of materials, labor
and manufacturing overhead.
We value our inventory at the lower of the actual cost to purchase and/or
manufacture the inventory or the current estimated market value of the
inventory. We regularly review inventory quantities on hand and record a
provision for excess and obsolete inventory based primarily on our
estimated forecast of product demand and production requirements for the
next twelve months. As demonstrated during 2001, demand for our products
can fluctuate significantly. A significant increase in the demand for our
products could result in a short-term increase in the cost of inventory
purchases while a significant decrease in demand could result in an
increase in the amount of excess inventory quantities on hand.
New Accounting Standards
In July 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 141, Business Combinations. SFAS
No. 141 requires all business combinations initiated after June 30, 2001 to be
accounted for using the purchase method. This statement is effective for all
business combinations initiated after June 30, 2001.
In July 2001, the FASB issued SFAS No. 142, Goodwill and Other Intangible
Assets. This statement applies to goodwill and intangible assets acquired after
June 30, 2001, as well as goodwill and intangible assets previously acquired.
Under this statement, goodwill as well as certain other intangible assets
determined to have an infinite life will no longer be amortized; instead, these
assets will be reviewed for impairment on a periodic basis. This statement is
effective for the Company for
14
the first quarter in the fiscal year ended March 29, 2003. The Company's
adoption of SFAS No.141 and 142 is not expected to have a material impact on the
Company's consolidated financial statements.
In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or
Disposal of Long-lived Assets, which supercedes SFAS No. 121. SFAS No. 144
further refines the requirements of SFAS No. 121 that companies (i) recognize an
impairment loss only if the carrying amount of a long-lived asset is not
recoverable based on its undiscounted future cash flows and (ii) measure an
impairment loss as the difference between the carrying amount and the fair value
of the asset. In addition, SFAS No. 144 provides guidance on accounting and
disclosure issues surrounding long-lived assets to be disposed of by sale. This
statement is effective for the Company for the first quarter in the fiscal year
ended March 29, 2003. The Company does not believe the adoption of this
statement will have a material impact on its financial position.
Quantitative and Qualitative Disclosures about Market Risk
(a) Derivative Financial Instruments, Other Financial Instruments, and
Derivative Commodity Instruments.
As of March 30, 2002, the Company did not participate in any derivative
financial instruments, or other financial and commodity instruments for which
fair value disclosure would be required under SFAS No. 107. All of the Company's
investments are considered cash equivalents and consist of money market
accounts. Accordingly, the Company has no quantitative information concerning
the market risk of participating in such investments.
(b) Primary Market Risk Exposures
The Company's primary market risk exposures are in the areas of interest rate
risk and foreign currency exchange rate risk. The Company's investment portfolio
of cash equivalents is subject to interest rate fluctuations, but the Company
believes this risk is immaterial due to the short-term nature of these
investments.
For the year ended March 30, 2002, foreign currency translation losses were
approximately $69,000 and were the result of a strong USD as compared to the
foreign currencies of the Company's subsidiaries. As of March 30, 2002, the
Company had not engaged in any foreign currency hedging activities.
Significant Customers
The Company's financial results for the fiscal year ended March 30, 2002 include
significant OEM sales of multimedia speaker systems to Gateway. During fiscal
2002, Gateway accounted for 29.7% of the Company's net sales. The terms of these
sales are governed by the Master Supply Agreement between Gateway and the
Company which defines such issues as ordering and invoicing procedures, shipping
charges, warranties, repair service support, product safety requirements, etc.
This Master Supply Agreement with Gateway does not contain minimum or scheduled
purchase requirements; therefore, purchase orders by Gateway may fluctuate
significantly from quarter to quarter. Based on information currently available
from our OEM customer, the Company anticipates that our OEM sales should
decrease during fiscal 2003 as compared to fiscal 2002. Although the loss of
Gateway as a customer or the loss of any significant portion of orders from
Gateway could have a material adverse effect on the Company's business, results
of operations and financial condition, the Company's management has taken steps
(including pursuit of additional OEM customers, expansion of the Company's
automotive products offerings and renewed efforts to increase sales of the
Company's Core products) which it believes will mitigate the adverse
consequences of the expected decline in orders from Gateway.
15
International Operations
Export sales accounted for approximately 15% of the Company's net sales during
fiscal 2002, 17% during fiscal 2001 and 18% during fiscal 2000, with sales
concentrations in Europe, Asia and Canada. The Company also distributes its
products through its three foreign subsidiaries. The Company obtains a
substantial supply of inventory from manufacturers located in foreign countries.
The Company has no long-term, fixed price contracts or arrangements for
inventory supplied by such foreign manufacturers. The Company could readily
obtain such inventory from other sources, but there can be no assurance that it
would not be at some delay. Any substantial delay in obtaining inventory from
another supplier could have an adverse effect on the Company's business, results
of operations and financial condition. A number of factors beyond the control of
the Company, including, but not limited to, changes in world politics, unstable
governments in foreign customer and manufacturer nations and inflation, may
affect the operations or financial condition of the Company's foreign customers
and manufacturers, as well as the timing of orders and deliveries of Boston
Acoustics' products by such customers and manufacturers.
Cautionary Statements
The Private Securities Litigation Reform Act of 1995 contains certain safe
harbors regarding forward-looking statements. From time to time, information
provided by the Company or statements made by its directors, officers, or
employees may contain "forward-looking" information which involve risk and
uncertainties. Any statements in this report that are not statements of
historical fact are forward-looking statements (including, but not limited to,
statements concerning the characteristics and growth of the Company's market and
customers, the Company's objectives and plans for future operations, and the
Company's expected liquidity and capital resources). Such forward-looking
statements are based on a number of assumptions and involve a number of risks
and uncertainties, and accordingly, actual results could differ materially.
Factors that may cause such differences include, but are not limited to: the
continued and future acceptance of the Company's products, the rate of growth in
the audio industry; the presence of competitors with greater technical,
marketing and financial resources; the Company's ability to promptly and
effectively respond to technological change to meet evolving consumer demands;
capacity and supply constraints or difficulties; and the Company's ability to
successfully integrate new operations. The words "believe," "expect,"
"anticipate," "intend" and "plan" and similar expressions identify
forward-looking statements. Readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date the statement
was made. For a further discussion of these and other significant factors to
consider in connection with forward-looking statements concerning the Company,
reference is made to Exhibit 99 of the Company's Form 8-K filed on July 18,
1996.
Item 8. Financial Statements and Supplementary Data
The Financial Statements of the Company are set forth following Page 20 of this
report.
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure
None.
16
PART III
Item 10. Directors and Executive Officers of the Registrant
Pursuant to General Instruction G (3) of Form 10-K and Instruction 3 to Item
401(b), the information required by this item concerning executive officers,
including certain information incorporated herein by reference to the
information appearing in the Company's definitive Proxy Statement for its Annual
Meeting of Stockholders to be held on August 13, 2002 concerning Andrew G.
Kotsatos, who is the Chairman of the Board and Treasurer of the Company, Moses
A. Gabbay, Chief Executive Officer of the Company, and Allan J. Evelyn,
President , is set forth in Part I, Item 1, hereof, under the heading "Executive
Officers of the Registrant". Information concerning Directors, including Messrs.
Kotsatos, Gabbay and Evelyn, is incorporated by reference to the sections
entitled "Proposal No. 1 - Election of Directors", "Board of Directors" and
"Compensation Interlocks and Insider Participation" in the Registrant's
definitive Proxy Statement for its Annual Meeting of Stockholders to be held
August 13, 2002.
There is incorporated herein by reference to the discussion under "Compliance
with Section 16(a) of the Securities Exchange Act of 1934" in the Company's
definitive Proxy Statement for its Annual Meeting of Stockholders to be held
August 13, 2002 the information with respect to delinquent filings of reports
pursuant to Section 16(a) of the Securities Exchange Act of 1934.
Item 11. Executive Compensation
The information required by this item is incorporated by reference to the
sections entitled "Executive Compensation" in the Registrant's definitive Proxy
Statement for its Annual Meeting of Stockholders to be held August 13, 2002.
Item 12. Security Ownership of Certain Beneficial Owners and
Management
The information required by this item is incorporated by reference to the
section entitled "Principal and Management Stockholders" in the Registrant's
definitive Proxy Statement for its Annual Meeting of Stockholders to be held
August 13, 2002.
Item 13. Certain Relationships and Related Transactions
The information required by this item is incorporated by reference to the
section entitled "Certain Relationships and Transactions" in the Registrant's
definitive Proxy Statement for its Annual Meeting of Stockholders to be held
August 13, 2002.
17
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form
8-K.
(a) The following documents are included as part of this report:
(1) Financial Statements
See the Index to Financial Statements following Page 20 of this report.
(3) Listing of Exhibits
Exhibits
--------
3.1. - Articles of Organization (1)
3.2. - Amendment to Articles of Organization (1)
3.3. - Second Amendment to Articles of Organization (1)
3.4. - Bylaws (1)
4.1. - Specimen Share Certificate (1)
10.1.+ - 1996 Stock Plan adopted by Boston Acoustics, Inc.
on February 20, 1996, as amended (3)
10.2.+ - 1986 Incentive Stock Option Plan adopted by Boston
Acoustics, Inc. on October 15, 1986, as amended (2)
10.3.+ - 1997 Stock Plan adopted by Boston Acoustics, Inc. on May 28,
1997, as amended (7)
10.4.# - Purchase Agreement dated March 27, 1997 by and between
Gateway 2000, Inc. and Boston Acoustics, Inc. (3)
10.5.# - Letter of Agreement dated January 14, 1997 by and between
Gateway 2000, Inc. and Boston Acoustics, Inc. (3)
10.6.# - Master Supply Agreement dated July 19, 1999 by and between
Gateway, Inc. and Boston Acoustics, Inc. (4)
10.7.# - Letter of Agreement dated December 22, 1997 by and between
Gateway 2000, Inc. and Boston Acoustics, Inc. (5)
10.8.# - Letter of Agreement dated May 14, 1998 by and between
Gateway 2000, Inc. and Boston Acoustics, Inc. (8)
10.9. * - Amended and Restated Loan Agreement dated as of May 1, 2002
between Boston Acoustics, Inc. and Citizens Bank of
Massachusetts.
10.10.* - Amended and Restated Revolving Credit Note dated as of May
1, 2002 in the amount of $25,000,000 made by Boston
Acoustics, Inc. payable to the order of Citizens Bank of
Massachusetts.
13. ** - 2002 Annual Report to Shareholders
21. - Subsidiaries of the Registrant (3)
23. * - Consent of Independent Public Accountants
99.1 - "Safe Harbor" Statement under Private Securities Litigation
Reform Act of 1995 (6)
99.2 * - Letter to the Securities and Exchange Commission regarding
Arthur Andersen LLP
18
* Indicates an exhibit which is filed herewith.
* * Indicates an exhibit which is filed subsequently.
+ Indicates an exhibit which constitutes an executive compensation plan.
# Indicates that portions of the exhibit have been omitted pursuant to an
order granting a request for confidential treatment.
- -------------------
(1) Incorporated by reference to the similarly numbered exhibits in Part II of
the Company's Registration Statement on Form S-1, File No. 33-9875.
(2) Incorporated by reference to the similarly numbered exhibit in Item 14 of
the Company's Annual Report on Form 10-K for the year ended March 27, 1993.
(3) Incorporated by reference to the similarly numbered exhibit in Item 14 of
the Company's Annual Report on Form 10-K for the fiscal year ended March 29,
1997.
(4) Incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report
on Form 10-Q for fiscal quarter ended September 25, 1999.
(5) Incorporated by reference to Exhibit 10.A. to the Company's Quarterly Report
on Form 10-Q for the fiscal quarter ended December 27, 1997.
(6) Incorporated by reference to the similarly numbered exhibit in Item 14 of
the Company's Annual Report on Form 10-K for the fiscal year ended March 30,
1996.
(7) Incorporated by reference to Exhibit 4.1. to the Company's Registration
Statement on Form S-8, File No. 333-84714.
(8) Incorporated by reference to Exhibit 10.L. to the Company's Annual Report on
Form 10-K for the fiscal year ended March 28, 1998.
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Registrant during the last quarter
covered by this report, and no other such reports were filed subsequent to March
30, 2002 through the date of this report.
19
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, in the City of Peabody,
Commonwealth of Massachusetts, on the 17th day of July 2002.
BOSTON ACOUSTICS, INC.
(Registrant)
BY: /s/ Andrew G. Kotsatos
----------------------------
Andrew G. Kotsatos
Chairman of the Board
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.
Signatures Capacities Date
/s/ Andrew G. Kotsatos 7/17/02
- ------------------------------ Director, Chairman of the ------------
Andrew G. Kotsatos Board and Treasurer
/s/ Moses A. Gabbay 7/17/02
- ------------------------------ Director and Chief Executive ------------
Moses A. Gabbay Officer
/s/ Allan J. Evelyn 7/17/02
- ------------------------------ Director and President ------------
Allan J. Evelyn
/s/ Debra A. Ricker-Rosato 7/17/02
- ------------------------------ Vice President and ------------
Debra A. Ricker-Rosato Chief Accounting Officer
/s/ Alexander E. Aikens, III 7/17/02
- ------------------------------ Director ------------
Alexander E. Aikens, III
/s/ George J. Markos 7/17/02
- ------------------------------ Director ------------
George J. Markos
/s/ Lisa M. Mooney 7/17/02
- ------------------------------ Director ------------
Lisa M. Mooney
/s/ Fletcher H. Wiley 7/17/02
- ------------------------------ Director ------------
Fletcher H. Wiley
20
BOSTON ACOUSTICS, INC. AND SUBSIDIARIES
Consolidated Financial Statements
as of March 30, 2002 and March 31, 2001
Together with Auditors' Report
Index
Page
Report of Independent Public Accountants 1
Consolidated Balance Sheets--March 30, 2002 and
March 31, 2001 2
Consolidated Statements of Income for the Years Ended
March 30, 2002, March 31, 2001 and March 25, 2000 3
Consolidated Statements of Shareholders' Equity for the
Years Ended March 30, 2002, March 31, 2001 and March 25, 2000 4
Consolidated Statements of Cash Flows for the Years
Ended March 30, 2002, March 31, 2001 and March 25, 2000 5
Notes to Consolidated Financial Statements 6-19
-i-
Report of Independent Public Accountants
To Boston Acoustics, Inc. and Subsidiaries:
We have audited the accompanying consolidated balance sheets of Boston
Acoustics, Inc. (a Massachusetts corporation) and subsidiaries (the Company) as
of March 30, 2002 and March 31, 2001 and the related consolidated statements of
income, shareholders' equity and cash flows for each of the three years in the
period ended March 30, 2002. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these consolidated financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. 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 consolidated financial position of Boston Acoustics,
Inc. and subsidiaries as of March 30, 2002 and March 31, 2001 and the results of
their operations and their cash flows for each of the three years in the period
ended March 30, 2002 in conformity with accounting principles generally accepted
in the United States.
Arthur Andersen LLP
Boston, Massachusetts
May 13, 2002
1
BOSTON ACOUSTICS, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
March 30, March 31,
ASSETS 2002 2001
Current Assets:
Cash and cash equivalents $ 5,134,558 $ 2,785,846
Accounts receivable, net of allowance for doubtful
accounts of approximately $366,000 and $385,000
in 2002 and 2001, respectively 10,830,538 11,426,411
Inventories 14,370,308 24,622,417
Deferred income taxes 1,724,000 2,044,000
Prepaid expenses and other current assets 1,010,792 747,844
------------ ------------
Total current assets 33,070,196 41,626,518
------------ ------------
Property and Equipment, at cost:
Machinery and equipment 16,833,179 15,132,205
Building and improvements 8,795,567 8,816,515
Office equipment and furniture 5,067,810 4,907,967
Land 1,815,755 1,815,755
Motor vehicles 255,956 253,164
------------ ------------
32,768,267 30,925,606
Less--Accumulated depreciation and amortization 18,848,303 15,533,147
------------ ------------
13,919,964 15,392,459
------------ ------------
Other Assets, Net 1,428,286 1,012,671
------------ ------------
$ 48,418,446 $ 58,031,648
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable 5,230,684 2,743,371
Accrued payroll and payroll-related expenses 1,185,529 1,779,942
Dividends payable 390,626 418,990
Other accrued expenses 1,095,369 2,682,654
Current maturity of line of credit 2,500,000 1,500,000
------------ ------------
Total current liabilities 10,402,208 9,124,957
------------ ------------
Line of Credit, Net of Current Maturity - 10,000,000
------------ ------------
Commitments (Note 9)
Minority Interest in Joint Venture 18,265 27,325
------------ ------------
Shareholders' Equity:
Common stock, $0.01 par value-
Authorized--8,000,000 shares
Issued--5,100,314 and 5,101,814 shares in
2002 and 2001, respectively 51,003 51,018
Additional paid-in capital 1,191,988 1,191,973
Subscriptions receivable (272,917) (292,417)
Retained earnings 42,648,558 40,357,136
------------ ------------
43,618,632 41,307,710
Less--Treasury stock, 504,700 and 172,500 shares in
2002 and 2001, respectively, at cost 5,620,659 2,428,344
------------ ------------
Total shareholders' equity 37,997,973 38,879,366
------------ ------------
$ 48,418,446 $ 58,031,648
============ ============
The accompanying notes are an integral part of these consolidated financial
statements.
2
BOSTON ACOUSTICS, INC. AND SUBSIDIARIES
Consolidated Statements of Income
For the Year Ended
March 30, March 31, March 25,
2002 2001 2000
Net Sales $ 85,335,768 $ 120,367,092 $ 110,391,165
Cost of Goods Sold 59,135,678 89,124,468 76,642,381
------------- ------------- -------------
Gross profit 26,200,090 31,242,624 33,748,784
------------- ------------- -------------
Selling and Marketing Expenses 10,446,858 12,689,399 11,166,266
General and Administrative Expenses 4,806,545 5,470,738 5,116,648
Engineering and Development Expenses 5,252,466 5,316,005 5,935,690
------------- ------------- -------------
Total operating expenses 20,505,869 23,476,142 22,218,604
------------- ------------- -------------
Income from operations 5,694,221 7,766,482 11,530,180
Interest Income 155,910 120,241 111,941
Interest Expense (310,773) (681,624) (754,982)
Other Expense (68,959) (433,782) (65,622)
------------- ------------- -------------
Income before provision for income taxes 5,470,399 6,771,317 10,821,517
Provision for Income Taxes 1,560,000 2,874,000 4,175,000
------------- ------------- -------------
Net income $ 3,910,399 $ 3,897,317 $ 6,646,517
============= ============= =============
Net Income per Share:
Basic $ 0.82 $ 0.79 $ 1.32
============= ============= =============
Diluted $ 0.82 $ 0.79 $ 1.25
============= ============= =============
Weighted Average Common Shares Outstanding (Note 2):
Basic 4,774,746 4,914,206 5,016,954
============= ============= =============
Diluted 4,784,926 4,962,027 5,302,734
============= ============= =============
Dividends per Share $ 0.34 $ 0.34 $ 0.34
============= ============= =============
The accompanying notes are an integral part of these consolidated financial
statements.
3
BOSTON ACOUSTICS, INC. AND SUBSIDIARIES
Consolidated Statements of Shareholders' Equity
Common Stock Additional Total
Number of $0.01 Par Paid-In Subscriptions Retained shareholders'
Shares Value Capital Receivable Earnings Treasury Stock Equity
Balance, March 27, 1999 5,011,700 $ 50,117 $ 636,581 $ - $ 33,185,516 $ - $ 33,872,214
Exercise of stock options 69,064 690 281,953 (126,667) - - 155,976
and warrants
Dividends - - - - (1,700,121) - (1,700,121)
Purchase of 172,500 shares
of common stock - - - - - (2,428,344) (2,428,344)
Net income - - - - 6,646,517 - 6,646,517
--------- --------- ---------- ---------- ------------ ------------ ------------
Balance, March 25, 2000 5,080,764 50,807 918,534 (126,667) 38,131,912 (2,428,344) 36,546,242
Exercise of stock options 21,050 211 273,439 (209,950) - - 63,700
Repayment of subscriptions - - - 44,200 - - 44,200
receivables
Dividends - - - - (1,672,093) - (1,672,093)
Net income - - - - 3,897,317 - 3,897,317
--------- --------- ---------- ---------- ------------ ------------ ------------
Balance, March 31, 2001 5,101,814 51,018 1,191,973 (292,417) 40,357,136 (2,428,344) 38,879,366
Repurchase of common stock
and forgiveness of
subscrition receivable (1,500) (15) 15 19,500 - - 19,500
Purchase of 332,200
shares of common stock - - - - - (3,192,315) (3,192,315)
Dividends - - - - (1,618,977) - (1,618,977)
Net income - - - - 3,910,399 - 3,910,399
--------- --------- ---------- ---------- ------------ ------------ ------------
Balance, March 30, 2002 5,100,314 $ 51,003 $1,191,988 $ (272,917) $ 42,648,558 $ (5,620,659) $ 37,997,973
========= ========= ========== ========== ============ ============ ============
The accompanying notes are an integral part of these consolidated financial
atatements.
4
BOSTON ACOUSTICS, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For the Year Ended
March 30, 2002 March 31, 2001 March 25, 2000
Cash Flows from Operating Activities:
Net income $ 3,910,399 $ 3,897,317 $ 6,646,517
Adjustments to reconcile net income to net cash provided by
operating activities-
Depreciation and amortization 3,317,849 3,737,753 2,740,763
Deferred income taxes - (597,000) (72,000)
Changes in assets and liabilities, net of acquisition-
Accounts receivable 595,873 1,206,221 (45,713)
Inventories 10,252,109 (5,288,902) 2,318,332
Prepaid expenses and other current assets (262,948) 277,025 (546,695)
Accounts payable 2,487,313 (3,258,787) 3,536,957
Accrued payroll and other accrued expenses (2,162,198) 1,143,124 968,745
Accrued income taxes - - (359,689)
--------------- --------------- --------------
Net cash provided by operating activities 18,138,397 1,116,751 15,187,217
--------------- --------------- --------------
Cash Flows from Investing Activities:
Purchases of property and equipment (1,842,661) (3,275,681) (4,090,642)
Increase in other assets (107,368) (47,274) (392,093)
--------------- --------------- --------------
Net cash used in investing activities (1,950,029) (3,322,955) (4,482,735)
--------------- --------------- --------------
Cash Flows from Financing Activities:
Proceeds from exercise of stock options - 63,700 155,976
Net proceeds from (payments on) line of credit (9,000,000) 5,047,713 (7,312,731)
Purchase of treasury stock (3,192,315) - (2,428,344)
Dividends paid (1,647,341) (1,670,304) (1,708,888)
Repayment of subscriptions receivable - 44,200 -
--------------- --------------- --------------
Net cash (used in) provided by financing activities (13,839,656) 3,485,309 (11,293,987)
--------------- --------------- --------------
Net Increase (Decrease) in Cash and Cash Equivalents 2,348,712 1,279,105 (589,505)
Cash and Cash Equivalents, beginning of fiscal year 2,785,846 1,506,741 2,096,246
--------------- --------------- --------------
Cash and Cash Equivalents, end of fiscal year $ 5,134,558 $ 2,785,846 $ 1,506,741
=============== =============== ==============
Supplemental Disclosure of Noncash Financing and Investing
Activities:
Dividends payable $ 390,626 $ 418,990 $ 417,201
=============== =============== ==============
Forgiveness of subscription receivable $ 19,500 $ - $ -
=============== =============== ==============
Exercise of stock options through the issuance of
subscriptions receivable $ - $ 209,950 $ 126,667
=============== =============== ==============
Minority interest in foreign subsidiary $ 9,060 $ 27,325 $ -
=============== =============== ==============
Supplemental Disclosure of Cash Flow Information:
Cash paid for income taxes $ 2,339,290 $ 3,161,000 $ 5,446,130
=============== =============== ==============
Cash paid for interest $ 348,296 $ 658,387 $ 768,878
=============== =============== ==============
The accompanying notes are an integral part of these consolidated financial
statements.
5
BOSTON ACOUSTICS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
March 30, 2002
(1) OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES
Boston Acoustics, Inc. and subsidiaries (the Company) engineers,
manufactures and markets home loudspeakers, automotive speakers and
speakers for multimedia environments. The Company's products are
principally marketed in the United States, Canada, Europe and Asia through
selected audio and audio-video specialty dealers and distributors.
The accompanying consolidated financial statements reflect the operations
of Boston Acoustics Inc., its wholly-owned subsidiaries: BA Acquisition
Corp. (also known as Snell Acoustics); Boston Acoustics Securities
Corporation (a Massachusetts securities corporation); Boston Acoustics
Foreign Sales Corporation; Boston Acoustics Italia, S.r.l (an Italian
corporation) and Boston Acoustics Deutschland, GmbH (a German corporation),
and its majority-owned subsidiary, Boston Acoustics UK, Ltd. (a United
Kingdom corporation). During fiscal 2001, the Company contributed
approximately $27,000 to become a 51% owner of Boston Acoustics UK, Ltd.
The Company has recorded the remaining 49% interest in Boston Acoustics UK,
Ltd. (approximately $27,000) as a minority interest on the accompanying
consolidated balance sheets. All significant intercompany amounts have been
eliminated in consolidation.
The accompanying consolidated financial statements reflect the application
of the following significant accounting policies:
(a) Revenue Recognition
The Company recognizes revenue in accordance with the Securities and
Exchange Commission's Staff Accounting Bulletin 101 (SAB 101), Revenue
Recognition.
Revenue is recognized when products are shipped to customers, provided
that there are no uncertainties regarding customer acceptance, there
is persuasive evidence of an arrangement, the sales price is fixed or
determinable and collection of the related receivable is probable.
At the time of revenue recognition, the Company provides reserves for
sales returns and rebates, timely pay discounts, and freight reserves.
The Company charges many of its customers shipping and freight costs
related to the delivery of its products. Accordingly, the Company
follows the provisions of Emerging Issues Task Force Issue No. 00-10,
Accounting for Shipping and Handling Fees and Costs. Amounts charged
to customers for shipping and handling costs are included in net sales
in the accompanying consolidated statements of income. The related
shipping and handling costs are recorded in cost of sales in the
accompanying consolidated statements of income.
(b) Cash and Cash Equivalents
The Company considers all highly liquid investments with original
maturities of 90 days or less to be cash equivalents.
6
BOSTON ACOUSTICS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
March 30, 2002
(c) Inventories
Inventories are stated at the lower of cost (first-in, first-out) or market
and consist of the following:
March 30, March 31,
2002 2001
Raw materials and work-in-process $ 5,662,983 $ 8,374,305
Finished goods 8,707,325 16,248,112
--------------- ---------------
$ 14,370,308 $ 24,622,417
=============== ===============
Work-in-process and finished goods inventories consist of materials, labor
and manufacturing overhead.
(d) Reclassifications
Certain amounts in the prior-period consolidated financial statements have
been reclassified to conform to the current period's presentation.
(e) Depreciation and Amortization
The Company provides for depreciation and amortization using both the
straight-line and accelerated methods by charges to operations in amounts
estimated to allocate the cost of the assets over their estimated useful
lives, as follows:
Estimated
Asset Classification Useful Life
Machinery and equipment 3-5 years
Building and improvements 39 years
Office equipment and furniture 3-5 years
Motor vehicles 3 years
(f) Warranty Costs
Warranty costs are estimated and recorded by the Company at the time of
product shipment. During the years ended March 30, 2002, March 31, 2001 and
March 25, 2000, warranty costs recorded by the Company were approximately
$174,000, $270,000 and $221,000, respectively.
(g) Foreign Currency Translation
In accordance with Statement of Financial Accounting Standards (SFAS) No.
52, Foreign Currency Translation, the Company has determined that the
functional currency of its foreign subsidiaries is the U.S. dollar.
Accordingly, all monetary assets and liabilities for these entities are
translated at year-end exchange rates, while nonmonetary items are
translated at historical rates. Income and expense accounts are translated
at the average rates in effect
7
BOSTON ACOUSTICS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
March 30, 2002
during the year. Gains or losses from changes in exchange rates are
recognized in consolidated income in the year of occurrence. During the
years ended March 30, 2002, March 31, 2001 and March 25, 2000, foreign
currency translation losses were approximately $69,000, $434,000 and
$66,000, respectively, and were included in other expense in the
accompanying consolidated statements of income.
(h) Income Taxes
The Company provides for income taxes in accordance with SFAS No. 109,
Accounting for Income Taxes. SFAS No. 109 requires the recognition of
deferred tax assets and liabilities for the expected future tax
consequences of temporary differences between the financial reporting and
tax bases of assets and liabilities.
(i) Postretirement and Postemployment Benefits
The Company has no obligation for postretirement or postemployment
benefits.
(j) Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States 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 periods. Actual results could differ from
those estimates.
(k) Concentration of Credit Risk
SFAS No. 105, Disclosure of Information about Financial Instruments with
Off-Balance-Sheet Risk and Financial Instruments with Concentrations of
Credit Risk, requires disclosure of any significant off-balance-sheet risks
and credit risk concentrations. The Company has no significant
off-balance-sheet credit risks such as those associated with foreign
exchange contracts, option contracts, or other foreign hedging
arrangements. The Company is subjected to concentration of credit risk with
respect to its cash and cash equivalents and accounts receivable balances.
The Company maintains the majority of its cash balances with three highly
credit worthy financial institutions. The Company's accounts receivable
credit risk is not concentrated within any geographic area and does not
represent a significant credit risk to the Company. The Company maintains
an allowance for potential credit losses, but historically it has not
experienced any significant losses related to individual customers or
groups of customers in any particular industry or geographic area.
8
BOSTON ACOUSTICS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
March 30, 2002
Significant customers with respect to accounts receivable and sales are as
follows:
Accounts
Net Sales for the Year Ended Receivable as of
March 30, March 31, March 25, March 30, March 31,
2002 2001 2000 2002 2001
Customer A 30% 45% 43% 17% 23%
Customer B 15% 10% * 28% 12%
Customer C * * * 10% 10%
*Customer does not exceed 10% of net sales.
(l) Financial Instruments
SFAS No. 107, Disclosures about Fair Value of Financial Instruments,
requires disclosure about the fair value of financial instruments.
Financial instruments consist of cash equivalents, accounts receivable,
accounts payable, subscriptions receivable and lines of credit. The
estimated fair values of these financial instruments approximate their
carrying values. The Company's cash equivalents are generally obligations
of the federal government or investment-grade corporate or municipal
issuers. The Company, by policy, limits the amount of credit exposure to
any one financial institution.
(m) Impairment of Long-Lived Assets
The Company follows the provisions of SFAS No. 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of. SFAS No. 121 addresses accounting and reporting requirements for
impairment of long-lived assets based on their fair market values. The
carrying value of long-lived assets held and used are periodically reviewed
by the Company based on the expected future undiscounted operating cash
flows of the related business unit. During fiscal 2001, the Company
determined that goodwill of approximately $236,000 related to the
acquisition of Boston Acoustics Deutschland, GmbH was impaired and as a
result wrote it down to zero. This amount is included in general and
administrative expenses in the accompanying statement of income for the
year ended March 31, 2001. Based on its most recent analysis, the Company
believes that no other material impairment of long-lived assets exists as
of March 30, 2002.
(n) Comprehensive Income
The Company follows the provisions of SFAS No. 130, Reporting Comprehensive
Income. Comprehensive income is defined as the change in equity of a
business enterprise during a period from transactions and other events and
circumstances from non-owner sources. There were no differences between net
income and comprehensive income for any of the periods presented.
9
BOSTON ACOUSTICS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
March 30, 2002
(o) Recent Accounting Pronouncements
In July 2001, the Financial Accounting Standards Board (FASB) issued SFAS
No. 141, Business Combinations. SFAS No. 141 requires all business
combinations initiated after June 30, 2001 to be accounted for using the
purchase method. This statement is effective for all business combinations
initiated after June 30, 2001.
In July 2001, the FASB issued SFAS No. 142, Goodwill and Other Intangible
Assets. This statement applies to goodwill and intangible assets acquired
after June 30, 2001, as well as goodwill and intangible assets previously
acquired. Under this statement, goodwill, as well as certain other
intangible assets determined to have infinite lives will no longer be
amortized; instead, these assets will be reviewed for impairment on a
periodic basis, at least annually. This statement is effective for the
Company for the first quarter in the fiscal year ended March 29, 2003. The
Company's adoption of SFAS No. 141 and No. 142 is not expected to have a
material impact on the Company's consolidated financial statements.
In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment
or Disposal of Long-Lived Assets, which supercedes SFAS No. 121. SFAS No.
144 further refines the requirements of SFAS No. 121 that companies (i)
recognize an impairment loss only if the carrying amount of a long-lived
asset is not recoverable based on its undiscounted future cash flows and
(ii) measure an impairment loss as the difference between the carrying
amount and the fair value of the asset. In addition, SFAS No. 144 provides
guidance on accounting and disclosure issues surrounding long-lived assets
to be disposed of by sale. This statement is effective for the Company for
the first quarter in the fiscal year ended March 29, 2003. The Company does
not believe the adoption of this statement will have a material impact on
its financial position.
The Company adopted the provisions of Emerging Issues Task Force Issue No.
00-25, Vendor Income Statement Characterization of Consideration Paid to a
Reseller of the Vendor's Products, (EITF 00-25), as codified by EITF 01-09
beginning January 1, 2002. EITF 00-25 addresses whether consideration given
to a customer from a vendor should be classified as an adjustment to the
selling price of the product sold or as a cost of the product sold. The
task force reached a consensus that cash consideration given by a vendor to
a customer is presumed to be a reduction of the selling price of the
vendor's products or services and therefore, should be characterized as a
reduction of revenue when recognized in the vendor's income statement. This
guidance in this issue should be applied no later than in financial
statements for annual or interim periods beginning after December 15, 2001.
The Company offers cooperative advertising programs to its largest
customers whereby the customers can earn sales credits for approved
advertisements involving the Company's products. The Company has
historically recorded these credits as an adjustment to the selling price
of its products. As a result, the adoption of EITF 00-25 did not have a
significant impact on the Company's financial statements. During the years
ended March 30, 2002, March 31, 2001 and March 25, 2000,
10
BOSTON ACOUSTICS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
March 30, 2002
cooperative advertising credits included as sales adjustments were
approximately $2,135,000, $1,970,000 and $1,610,000, respectively.
(2) NET INCOME PER SHARE
The Company follows the provisions of SFAS No. 128, Earnings per Share.
This standard requires presentation of both basic and diluted earnings per
share on the face of the consolidated statements of income. These financial
statements have been prepared and presented based on this standard.
The computation of basic and diluted shares outstanding, as required by
SFAS No. 128, is as follows:
For the Year Ended
March 30, March 31, March 25,
2002 2001 2000
Basic weighted average common
shares outstanding 4,774,746 4,914,206 5,016,954
Dilutive effect of assumed
exercise of stock options 10,180 47,821 285,780
----------- ----------- -----------
Weighted average common shares
outstanding assuming dilution 4,784,926 4,962,027 5,302,734
=========== =========== ===========
For the years ended March 30, 2002, March 31, 2001 and March 25, 2000,
518,738, 296,214 and 213,600 options, respectively, have been excluded from
the weighted average number of common and dilutive potential shares
outstanding, as their effect would be antidilutive.
(3) INCOME TAXES
The components of the Company's net deferred tax assets consist of the tax
effects of temporary differences between the financial reporting and tax
bases of assets and liabilities. A valuation allowance has been provided
for the portion of the deferred tax assets related to net operating loss
carryforwards of the Company's Italian and UK subsidiaries, as the
realizability of this asset is uncertain. The Company expects to realize
the remaining deferred tax amounts.
11
BOSTON ACOUSTICS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
March 30, 2002
The approximate income tax effect of each temporary difference is as
follows:
March 30, March 31,
2002 2001
Current deferred tax asset-
Accrued expenses not currently
deductible $ 342,000 $ 905,000
Receivable reserves 600,000 462,000
Inventory reserves 782,000 677,000
Foreign net operating losses 212,000 450,000
----------- -----------
1,936,000 2,494,000
Noncurrent deferred tax asset-
Depreciation 701,000 381,000
----------- -----------
Total deferred tax assets 2,637,000 2,875,000
Valuation allowance (212,000) (450,000)
----------- -----------
Net deferred tax assets $ 2,425,000 $ 2,425,000
=========== ===========
The noncurrent deferred income taxes are included in other assets in the
accompanying consolidated balance sheets.
The components of the provision for income taxes shown in the accompanying
consolidated statements of income consist of the following:
March 30, March 31, March 25,
2002 2001 2000
Current-
Federal $ 1,302,000 $ 2,885,000 $ 3,467,000
State 258,000 586,000 780,000
------------ ------------ -----------
1,560,000 3,471,000 4,247,000
------------ ------------ -----------
Deferred-
Federal - (499,000) (60,000)
State - (98,000) (12,000)
------------ ------------ -----------
- (597,000) (72,000)
------------ ------------ -----------
Provision for income
taxes $ 1,560,000 $ 2,874,000 $ 4,175,000
============ ============ ===========
12
BOSTON ACOUSTICS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
March 30, 2002
The Company's effective income tax rate varies from the amount computed,
using the statutory U.S. income tax rate, as follows:
March 30, March 31, March 25,
2002 2001 2000
Federal statutory rate 34.0% 34.0% 34.1%
Increase in taxes resulting from
state income taxes, net of
federal income tax benefit 4.7 5.7 4.9
Foreign sales corporation / Extra
territorial income exclusion (0.9) (2.0) (1.1)
Change in valuation allowance
related to foreign subsidiaries (9.0) 4.2 0.5
Other (0.3) 0.5 0.2
------- --------- ---------
28.5% 42.4% 38.6%
======= ========= =========
(4) SHAREHOLDERS' EQUITY
(a) Stock Options
The Company maintained an incentive option plan (the 1986 Plan) that
expired in October of 1996. The Company did not have any options
outstanding under the 1986 Plan as of March 31, 2001. In February
1996, the Board of Directors approved a new incentive stock option
plan (the 1996 Plan) authorizing the issuance of incentive stock
options and nonqualified stock options for the purchase of up to
300,000 shares of common stock. The 1996 Plan is administered by the
Board of Directors, and options are granted at not less than the fair
market value of the Company's common stock on the date of grant. As
of March 30, 2002, the Company has 238,000 options outstanding under
the 1996 Plan.
In May 1997, the Board of Directors approved a new stock option plan
(the 1997 Plan) authorizing the issuance of incentive stock options
and nonqualified stock options for the purchase of up to 950,000
shares of common stock. The 1997 Plan permits the granting of
nonqualified stock options and incentive stock options. As of March
30, 2002, the Company has 464,300 options outstanding under the 1997
Plan.
13
BOSTON ACOUSTICS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
March 30, 2002
The following is a summary of stock option activity under the 1986 Plan,
the 1996 Plan and the 1997 Plan:
Weighted
Number Range of Average
of Exercise Exercise
Options Prices Price
Outstanding at March 27, 1999 524,250 $ 11.67-20.25 $ 15.64
Granted 127,375 11.63-12.88 11.80
Exercised (11,500) 11.67-13.00 12.71
Canceled (4,492) 13.00-20.25 17.84
---------- --------------- -----------
Outstanding at March 25, 2000 635,633 11.63-20.25 14.90
Granted 228,000 9.63-10.81 10.25
Exercised (21,050) 13.00 13.00
Canceled (201,983) 11.63-20.25 14.78
---------- --------------- -----------
Outstanding at March 31, 2001 640,600 9.63-20.25 13.35
Granted 206,250 9.26-10.37 9.74
Canceled (144,550) 9.63-20.25 12.51
---------- --------------- -----------
Outstanding at March 30, 2002 702,300 $ 9.26-20.25 $ 12.46
========== =============== ===========
Exercisable at March 30, 2002 372,583 $ 9.26-20.25 $ 13.67
========== =============== ===========
Exercisable at March 31, 2001 277,221 $ 11.63-20.25 $ 15.12
========== =============== ===========
Options available for future
grant at March 30, 2002 518,400
==========
The Company has determined that it will continue to account for
stock-based compensation for employees under Accounting Principles Board
Opinion No. 25, Accounting for Stock Issued to Employees, and elect the
disclosure-only alternative under SFAS No. 123 Accounting for Stock-Based
Compensation (SFAS No. 123) for options granted after January 1, 1996
using the Black-Scholes option pricing model prescribed by SFAS No. 123.
The Company follows the provisions of SFAS No. 123, which requires the
measurement of the fair value of stock options and warrants issued to
other than employees to be included in the statement of income. The
weighted average assumptions used for proforma purposes are as follows:
March 30, March 31, March 25,
2002 2001 2000
Risk-free interest rate 4.74%-5.01% 6.17%-6.25% 6.03%-6.78%
Expected dividend
yield (per share) $0.34 $0.34 $0.34
Expected lives 5-10 years 5-10 years 5-10 years
Expected volatility 60% 56% 48%
14
BOSTON ACOUSTICS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
March 30, 2002
The weighted average grant date fair value per share of options granted
during the years ended March 30, 2002, March 31, 2001 and March 25, 2000
under these plans is $4.46, $4.99 and $5.02, respectively.
As of March 30, 2002, March 31, 2001 and March 25, 2000, the weighted
average remaining contractual life of outstanding options under these plans
is 6.19 years, 7.69 years and 6.09 years, respectively.
Had compensation cost for these plans been determined consistent with SFAS
No. 123, the Company's net income and basic and diluted net income per
share would have been reduced to the following pro forma amounts:
March 30, March 31, March 25,
2002 2001 2000
Net income-
As reported $ 3,910,399 $ 3,897,317 $ 6,646,517
Pro forma 2,752,299 3,199,827 5,795,414
Net income per share, as
reported-
Basic $ 0.82 $ 0.79 $ 1.32
Diluted 0.82 0.79 1.25
Net income per share,
pro forma-
Basic $ 0.58 $ 0.65 $ 1.16
Diluted 0.58 0.64 1.09
(b) Warrant
In connection with a supply agreement entered into in March 1997, the
Company granted a customer a fully exercisable warrant to purchase up to
150,000 shares of common stock at an exercise price of $11.67 per share. In
accordance with SFAS No. 123, the Company calculated the value of these
warrants at $484,000, which was charged to operations during fiscal 1998,
as product was shipped to the customer. In July 1999, the customer
exercised all outstanding warrants through a cashless exercise, resulting
in the issuance of 57,564 shares of common stock.
(c) Subscriptions Receivable
During fiscal 2000 and 2001, the Company allowed certain of its employees
to exercise options that were issued under certain stock option plans in
exchange for the issuance of full recourse promissory notes. The notes bear
interest at rates between 7.0%-7.5% per annum and are due and payable in
full on maturity dates between June 18, 2002 and November 20, 2003.
15
BOSTON ACOUSTICS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
March 30, 2002
(5) LOAN AGREEMENT AND LINES OF CREDIT
In June 1997, the Company entered into an unsecured revolving loan
agreement with a bank for $25,000,000. The loan matures on June 1, 2005.
Interest is charged at LIBOR on the first day of the interest period plus a
fixed-rate spread based on certain financial ratios (ranging from 2.38% to
2.40% as of March 30, 2002). As of March 30, 2002, $2,500,000 was
outstanding under this revolving loan agreement, of which all of this
amount has been classified as short-term, as the Company expects to repay
this amount during fiscal 2003. In connection with this agreement, the
Company must comply with certain financial and restrictive covenants,
including maintaining minimum levels of profitability. As of March 30,
2002, the Company was in compliance with all covenants.
The Company also has a $1,500,000 unsecured line of credit with another
bank available for letters of credit, bankers' acceptances and direct
advances. Interest on letters of credit and bankers' acceptances is based
on the prevailing rate (1.5% at March 30, 2002). Direct advances accrue
interest at the bank's commercial base rate (4.75% at March 30, 2002). No
amounts were outstanding under this line of credit at March 30, 2002 and
March 31, 2001.
The Company also has a DM 250,000 line of credit with a German bank. At
March 30, 2002, there were no amounts outstanding under this line of
credit.
(6) SEGMENT REPORTING
The Company has determined that it has two reportable segments: core, and
original equipment manufacturer (OEM) and multimedia. The Company's
reportable segments are strategic business units that sell the Company's
products to distinct distribution channels. Both segments derive their
revenues from the sale of audio systems. They are managed separately
because each segment requires different selling and marketing strategies as
the class of customers within each segment is different. The Company's
disclosure of segment performance is based on the way that management
organizes the segments within the enterprise for making operating decisions
and assessing performance.
16
BOSTON ACOUSTICS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
March 30, 2002
The accounting policies of the segments are the same as those described in the
summary of significant accounting policies. The Company does not allocate
operating expenses between its two reportable segments. Accordingly, the
Company's measure of profit for each reportable segment is based on gross
profit.
OEM and
Core Multimedia Total
2002
Net sales $ 57,900,666 $ 27,435,102 $ 85,335,768
============ ============ =============
Gross profit $ 21,769,311 $ 4,430,779 $ 26,200,090
============ ============ =============
Depreciation and amortization $ 1,887,845 $ 241,768 $ 2,129,613
============ ============ =============
Capital expenditures $ 1,605,973 $ 236,688 $ 1,842,661
============ ============ =============
2001
Net sales $ 61,909,826 $ 58,457,266 $ 120,367,092
============ ============ =============
Gross profit $ 19,605,868 $ 11,636,756 $ 31,242,624
============ ============ =============
Depreciation and amortization $ 1,232,441 $ 871,292 $ 2,103,733
============ ============ =============
Capital expenditures $ 3,023,627 $ 252,054 $ 3,275,681
============ ============ =============
2000
Net sales $ 61,131,316 $ 49,259,849 $ 110,391,165
============ ============ =============
Gross profit $ 21,633,212 $ 12,115,572 $ 33,748,784
============ ============ =============
Depreciation and amortization $ 988,573 $ 148,701 $ 1,137,274
============ ============ =============
Capital expenditures $ 3,466,081 $ 624,561 $ 4,090,642
============ ============ =============
Total assets specifically identifiable within each reportable segment are listed
in the table below. Assets included in the OEM and Multimedia segment consist of
accounts receivable, inventories and fixed assets.
March 30, March 31,
2002 2001
Core $ 44,180,158 $ 46,822,555
OEM and Multimedia 4,238,288 11,209,093
------------ ------------
$ 48,418,446 $ 58,031,648
============ ============
17
BOSTON ACOUSTICS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
March 30, 2002
The following table identifies sales by geographic region. Sales are
attributed to countries based on location of customer:
For the Year Ended
March 30, 2002 March 31, 2001 March 25, 2000
United States $ 72,569,873 $ 99,400,198 $ 90,527,474
Other 12,765,895 20,966,894 19,863,691
------------ ------------- -------------
$ 85,335,768 $ 120,367,092 $ 110,391,165
============ ============= =============
No individual country included in "Other" accounted for more than 10% of
net sales for the fiscal years presented above.
(7) OTHER ACCRUED EXPENSES
Other accrued expenses consist of the following:
March 30, March 31,
2002 2001
Inventory rework and warranty $ 200,000 $ 1,125,705
Advertising 449,064 774,965
Other 446,305 781,984
------------ ------------
$ 1,095,369 $ 2,682,654
============ ============
During fiscal 2001, the Company recorded an accrued expense of $900,000
that represented the estimated cost of rework for one of its finished goods
products. The Company completed the rework during fiscal 2002.
(8) EMPLOYEE BENEFIT PLAN
The Company has a 401(k) Retirement Plan (the 401(k) Plan). The 401(k) Plan
is a defined contribution plan established under the provisions of Section
401(k) of the Internal Revenue Code. The Company may make a matching
contribution of 25% of each participant's contribution, up to a maximum of
5% of a participant's compensation for the plan year. The Company
contributed approximately $59,000, $90,000 and $84,000 to the 401(k) Plan
during fiscal years 2002, 2001 and 2000, respectively.
(9) COMMITMENTS
The Company has leased certain of its facilities under operating lease
agreements that expire in fiscal 2003. The leases require payments of
approximately $48,000 through 2003. Total rent expense for fiscal 2002,
2001 and 2000 was approximately $247,000, $615,000 and $388,000,
respectively.
18
BOSTON ACOUSTICS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
March 30, 2002
(10) ACCOUNTS RECEIVABLE RESERVES
Allowance for Doubtful Accounts
Balance, Charged to
Beginning Costs and Balance,
of Year Expenses Deductions/(1)/ End of Year
For the fiscal year ended-
March 30, 2002 $ 385,000 $ 41,000 $ (60,000) $ 366,000
============ ============ ============ ============
March 31, 2001 $ 345,000 $ 61,000 $ (21,000) $ 385,000
============ ============ ============ ============
March 25, 2000 $ 463,000 $ 7,000 $ (125,000) $ 345,000
============ ============ ============ ============
/(1)/ Amounts deemed uncollectible net of recoveries of previously reserved
amounts.
Reserve for Off-Invoice Allowances/(2)/
Balance,
Beginning of Charged to Balance,
Year Revenues Deductions End of Year
For the fiscal year ended-
March 30, 2002 $ 2,711,000 $ 12,771,000 $ (12,477,000) $ 3,005,000
============= ============= ============= ============
March 31, 2001 $ 2,563,000 $ 13,581,000 $ (13,433,000) $ 2,711,000
============= ============= ============= ============
March 25, 2000 $ 2,102,000 $ 11,715,000 $ (11,254,000) $ 2,563,000
============= ============= ============= ============
/(2)/ Amounts are net against accounts receivable and include allowances for
sales rebates, timely pay discounts and freight rebates.
19