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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 FOR THE
QUARTERLY PERIOD ENDED MARCH 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE
TRANSITION PERIOD FROM __________ TO ___________
Commission File Number 0-26516
EUPHONIX, INC.
(Exact name of registrant as specified in its chapter)
California 77-0189481
---------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
220 Portage Avenue, Palo Alto, CA 94306
---------------------------------------
(Address of principal executives, zip code)
(650) 855-0400
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant has filed (1) all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes X No
------------ -----------
The number of shares outstanding of the registrant's common stock as of
March 31, 1998 was 6,629,824 ($.001 par value).
EUPHONIX, INC.
FORM 10-Q
TABLE OF CONTENTS
Page
----
PART I. FINANCIAL INFORMATION
ITEM 1. Condensed Consolidated Financial Statements (Unaudited):
Condensed Consolidated Statements of Operations for the
three months ended March 31, 1998 and 1997.....................3
Condensed Consolidated Balance Sheets as of
March 31, 1998 and December 31, 1997...........................4
Condensed Consolidated Statements of Cash Flows
for the three months ended March 31, 1998 and 1997.............5
Notes to Condensed Consolidated Financial Statements
as of and for the three months ended March 31, 1998............6
ITEM 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.............................9
PART II. OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K...............................13
Signatures.............................................................14
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Euphonix, Inc.
Condensed Consolidated Statements of Operations
(unaudited)
Three Months Ended
March 31,
1998 1997
-------------- --------------
Nets revenues..............$ 4,280,167 $ 4,957,917
Cost of sales.............. 2,118,852 2,527,716
-------------- --------------
Gross profit............... 2,161,315 2,430,201
Operating expenses:
Research & development.... 881,758 929,860
Sales & marketing......... 1,215,927 1,224,868
General & administrative.. 679,937 544,885
-------------- -------------
Total operating expenses... 2,777,622 2,699,613
-------------- -------------
Operating loss............. (616,307) (269,412)
Interest income and other,
net....................... 19,776 75,452
-------------- -------------
Loss before income taxes... (596,531) (193,960)
Benefit for income taxes... ---- (59,713)
-------------- -------------
Net loss...................$ (596,531) $ (134,247)
============== =============
Net loss per share:
Basic.....................$ (0.10) $ (0.02)
============== =============
Diluted...................$ (0.10) $ (0.02)
============== =============
Number of shares used in
computing per share amounts:
Basic..................... 5,716,935 5,567,308
============== =============
Diluted................... 5,716,935 5,567,308
============== =============
See accompanying notes
3
Euphonix, Inc.
Condensed Consolidated Balance Sheets
March 31, December 31,
1998 1997
------------- -------------
(unaudited) (note)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents............... $ 2,884,790 $ 1,880,093
Short-term investments.................. 1,078,800 1,710,223
Accounts receivable, net................ 3,208,678 1,911,095
Inventories............................. 5,630,576 5,309,818
Income tax receivable................... 537,573 544,000
Prepaid expenses and other current assets 185,812 306,308
------------- --------------
Total current assets..................... 13,526,229 11,661,537
Property and equipment, net.............. 1,541,519 1,425,709
Deposits and other assets................ 107,037 120,829
------------ --------------
Total assets............................. $ 15,174,785 $ 13,208,075
============ ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable....................... $ 1,340,796 $ 924,721
Accrued payroll and related liabilities,
including deferred salary............. 351,511 387,337
Accrued warranty....................... 379,131 347,850
Accrued commissions.................... 140,754 155,708
Other accrued liabilities.............. 554,419 461,614
Customer deposits...................... 333,231 237,866
Short term portion capital leases...... 36,991 51,565
------------ -------------
Total current liabilities............... 3,136,833 2,566,661
Long term portion capital leases........ 31,973 31,973
Deferred Rent........................... 2,641 3,170
Deferred income taxes................... 119,000 119,000
SHAREHOLDERS' EQUITY:
Preferred stock ....................... ---- ----
Common stock........................... 6,630 5,590
Additional paid-in capital............. 15,671,813 13,722,855
Accumulated deficit.................... (3,677,105) (3,101,674)
Deferred compensation.................. (117,000) (139,500)
------------- -------------
Total shareholders' equity.............. 11,884,338 10,487,271
------------- -------------
Total liabilities and shareholders' equity $ 15,174,785 $ 13,208,075
============= =============
Note: The balance sheet at December 31, 1997 has been derived from the
audited financial statements at that date. See notes to condensed financial
statements.
See accompanying notes
4
Euphonix, Inc.
Condensed Consolidated Statements of Cash Flows
(unaudited)
Three Months Ended
March 31,
1998 1997
------------- -------------
Operating activities
Net loss........................................ $ (596,531) $ (134,247)
Adjustments to reconcile net income to net cash
used for operating activities:
Depreciation and amortization.................. 144,835 105,418
Deferred compensation amortization............. 22,500 22,500
Changes in operating assets and liabilities:
Accounts receivable........................... (1,297,583) (1,104,938)
Inventories................................... (320,758) (359,302)
Income tax receivable......................... 6,427 ----
Prepaid expenses and other current assets and
other assets................................. 141,596 85,926
Accounts payable, accrued liabilities, and
deferred rent................................ 488,852 927,465
Customer deposits............................. 95,365 375,329
------------- ------------
Total adjustments............................... (718,766) 52,398
------------- ------------
Net cash used for operating activities.......... (1,315,297) (81,849)
Investing activities
Proceeds from sales of short-term investment
maturities..................................... 1,676,312 1,044,889
Purchases of short-term investments............. (1,044,889) (1,254,475)
Purchase of property and equipment.............. (246,853) (232,708)
------------- ------------
Net cash provided by (used for) investing
activities..................................... 384,570 (442,294)
Financing activities
Principal payments under capital lease
obligations.................................... (14,574) (10,841)
Proceeds from sale of common stock.............. 1,949,998 380
------------- ------------
Net cash provided by (used for) financing
activities..................................... 1,935,424 (10,461)
------------- ------------
Net increase (decrease) in cash and cash
equivalents..................................... 1,004,697 (534,604)
Cash and cash equivalents at beginning of period 1,880,093 1,428,095
------------- ------------
Cash and cash equivalents at end of period...... $ 2,884,790 $ 893,491
============= ============
Supplemental disclosures of cash flow information
See accompanying notes
5
EUPHONIX, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
1. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-Q and
article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all adjust-
ments (consisting only of normal recurring accruals) considered necessary for
a fair presentation have been included. Operating results for the three-month
period ended March 31, 1998 are not necessary indicative of the results that
may be expected for the entire year ending December 31, 1998.
For further information, refer to the audited financial statements and
footnotes thereto included in the Registrant Company's Annual Report on Form
10-K for the year ended December 31, 1997.
2. Use of Estimates
The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and assump-
tions that affect the amounts reported in the financial statements and accom-
panying notes. Actual results could differ from those estimates.
3. Net Loss per share
The Company has adopted SFAS 128 to compute earnings per share and has
restated all prior periods. The new requirements include a calculation of
basic earnings per share, from which the dilutive effect of stock options,
warrants, and convertible debt are excluded; and a calculation of diluted
earnings per share, which includes the dilutive effect of these securities.
Accordingly, the Company adopted the provisions of SFAS 128 for the year ended
December 31, 1997, and all share and per share data have been adjusted retro-
actively to comply with the new statement.
6
EUPHONIX, INC.
Notes to Condensed Consolidated Financial Statements - Continued
The following table sets forth the computation of basic and diluted
earnings per share (in thousands, except per share amounts):
Three Months Ended
March 31,
----------------------
1998 1997
---- ----
Numerator:
Numerator for basic and diluted loss per share.. $ (597) $ (134)
Denominator:
Denominator for basic loss per share weighted-
average shares outstanding..................... 5,717 5,567
Effect of dilutive securities:
Employee stock options......................... ---- ----
-------- -------
Dilutive potential common shares............... ---- ----
Denominator for diluted loss per share adjusted
weighted-average shares and assumed conversions 5,717 5,567
======== =======
Basic loss per share............................ $(0.10) $(0.02)
======== =======
Diluted loss per share.......................... $(0.10) $(0.02)
======== =======
4. Inventories
Inventories are stated at the lower cost (first-in, first-out) or market
(net realizable value). Inventories consist of the following:
March 31, December 31,
1998 1997
------------- -------------
Raw materials................. $ 1,557,673 $ 1,213,574
Work-in-process............... 1,299,399 1,281,064
Finished goods................ 2,773,504 2,815,180
------------- -------------
$ 5,630,576 $ 5,309,818
============= =============
5. Income Taxes
The Company's provision for income taxes for the three months ended March
31, 1998 is based on the Company's estimate of the annual effective tax rate
for 1998. The Company's effective tax rate for the three months ended March
31, 1998 was 0%. The Company's effective tax benefit was 31% in 1997, primar-
ily due to the recognition of certain deferred tax assets based on available
carry-back potential.
7
EUPHONIX, INC.
Notes to Condensed Consolidated Financial Statements - Continued
6. Comprehensive Income
As of January 1, 1998, the Company adopted Statement of Financial Account-
ing Standards No. 130, "Reporting Comprehensive Income" ("SFAS 130"). SFAS 130
established new rules for the reporting and display of comprehensive income and
its components; however, the adoption of SFAS 130 had no impact on the Company's
net income or shareholders' equity. SFAS 130 requires unrealized gains or
losses on the Company's available-for-sale securities and foreign currency
translation adjustments, which prior to adoption were reported separately in
shareholders' equity, to be included in other comprehensive income. No amounts
have been reported for other comprehensive income due to the immateriality of
the amounts.
7. Common Stock
In March 1998, the Company received proceeds of $1,950,000 from existing
investors in exchange for the issuance of 1,040,000 shares of $0.001 par value
common stock at $1.875 per share, the closing price of the Company's common
stock on the NASDAQ on the date the common stock purchase agreement was exe-
cuted. The authorized capital stock of the Company as of the date of this
Agreement is 20,000,000 shares of common stock and 2,000,000 shares of preferred
stock, par value $0.001. As of March 31, 1998, there were no shares of pre-
ferred stock.
8
Item 2. Management's Discussion & Analysis of Financial Condition & Results
of Operations.
This Quarterly Report on Form 10-Q contains forward-looking statements
that involve risks and uncertainties. The Company's actual results may differ
significantly from the results discussed in the forward-looking statements.
Factors that might cause such a difference include, but are not limited to,
those discussed in the section entitled "Factors Affecting Future Operating
Results."
Results of Operations
Net Revenues. Net revenues decreased to $4.3 million in the first quarter
of 1998 down from $4.9 million in the first quarter of 1997, representing a
decrease of 13.7% in 1998 from 1997. The Company's decrease in net revenues
resulted primarily from reduced European and Canadian sales.
Sales of the Company's products in the United States for the first quarter
of 1998 and 1997 were $2.4 million and $2.5 million, respectively, comprising
approximately 56.7% and 51.0% of the Company's net revenues for the first quar
ter of 1998 and 1997, respectively. Export sales were $1.9 million and $2.4
million for the same periods, comprising approximately 43.3% and 49.0% of the
Company's revenues for the first quarter of 1998 and 1997, respectively. The
Company believes that export sales as a percentage of net revenues decreased in
the first quarter of 1998 due to fewer sales in European countries, as compared
to the first quarter of 1997. The Company believes that organizational changes
in the European sales operations which were begun late in 1997 will strengthen
its presence in the international marketplace, according to plan.
Gross Margin. The Company's gross margin increased to 50.4% in the first
quarter of 1998, up from 49.0% in 1997. The increase in gross margin as a per
centage of net revenues in the first quarter of 1998 as compared to the first
quarter of 1997 is primarily attributable to lower discounts given to customers
on sales. The Company's gross margin in absolute dollars decreased to $2.2
million in the first quarter of 1998 from $2.4 million in the first quarter of
1997 due to lower sales.
Research and Development Expenses. Research and development expenses
decreased to $881,800 in the first quarter of 1998, down from $929,900 in the
first quarter of 1997, representing a decrease of 5.2% in 1998. Research and
development expenses as a percentage of net revenues increased to 20.6% in the
first quarter of 1998, up from 18.8% in the first quarter of 1997 due to lower
sales. The decrease in research and development expenses in absolute dollars in
the first quarter of 1998 from the first quarter of 1997 was primarily due to
a delay in timing of planned spending for certain development projects.
Sales and Marketing Expenses. Sales and marketing expenses were $1.2
million in the first quarter of 1998 and 1997. Sales and marketing expenses
increased as a percentage of net revenues to 28.4% in the first quarter of 1998
from 24.7% in the first quarter of 1997 due to lower sales.
General and Administrative Expenses. General and administrative expenses
increased to $680,000 in the first quarter of 1998 from $545,000 in the first
quarter of 1997, representing an increase of 24.8%. General and administrative
expenses as a percent of net revenues increased to 15.9% in the first quarter
of 1998 from 11.0% in the first quarter of 1997. The increase in the first quar-
ter of 1998 is primarily due to an increase in the allowance for doubtful
9
accounts reserve to cover inherent risk of carrying higher receivable balances
and selling to new customers. In addition, the increase can also be attribut-
able to an increase in bonus expense.
Benefit for Income Taxes. The Company's effective tax rate is 0% in 1998
and a 31.0% benefit in 1997. The effective tax rate for the first quarter of
1998 and 1997 differs from the federal statutory rate primarily due to the
limitations controlling the timing for realization of net operating losses and
tax credits established by the Statement of Financial Accounting Standards No.
109, "Accounting for Income Taxes".
Liquidity and Capital Resources
The Company has funded its operations to date primarily through cash
flows from operations, the private sale of equity securities, and the initial
public offering of Common Stock completed in September 1995. For the first
quarter ended March 31, 1998, cash, cash equivalents and short-term investments
increased by $373,000 to approximately $4.0 million, mainly due to receiving
proceeds from the sale of common stock to existing investors. Also, during this
period, working capital increased by $1.3 million to approximately $10.4
million.
The Company's operating activities used cash of approximately $1.3 million
and $82,000 in the first quarter of 1998 and 1997, respectively. Cash used in
operating activities for 1998 was comprised primarily of net loss, an increase
in inventory, and in accounts receivable offset partially by an increase in
accounts payable and customer deposits. Cash used in operating activities for
1997 was comprised primarily of net loss, an increase in inventory, and in
accounts receivable offset partially by an increase in accounts payable and
customer deposits, and a decrease in prepaid expenses, other current assets and
other assets.
As of March 31, 1998, the Company's sources of liquidity included cash,
cash equivalents and short-term investments totaling approximately $4.0 million.
The Company believes that its existing sources of liquidity will be sufficient
to finance operations for the next twelve months.
Impact of Recently Issued Accounting Pronouncements
As of January 1, 1998, the Company adopted Statement of Financial Account-
ing Standards No. 130, "Reporting Comprehensive Income" ("SFAS 130"). SFAS 130
establishes new rules for the reporting and display of comprehensive income and
its components; however, the adoption of SFAS 130 had no impact on the Company's
net income or shareholders' equity. SFAS 130 requires unrealized gains or
losses on the Company's available-for-sale securities and foreign currency
translation adjustments, which prior to adoption were reported separately in
shareholders' equity, to be included in other comprehensive income. No amounts
have been reported for other comprehensive income due to the immateriality of
the amounts.
Factors Affecting Future Operating Results
The Company has derived virtually all of its revenues from sales of its
digitally controlled audio mixing console system, which system is based upon
its hardware platform. The Company believes that sales of this system, along
with enhancements thereof, will continue to constitute virtually all of the
Company's revenues for the foreseeable future, with only limited sales of
digital audio workstations by Spectral. Accordingly, any factor adversely
10
affecting the Company's base system, whether technical, competitive or other-
wise, could have a material adverse effect on the Company's business and results
of operations.
A limited number of the Company's system sales typically account for a
substantial percentage of the Company's quarterly revenue because of the
relatively high average sales price of such systems. Moreover, the Company's
expense levels are based in part on its expectations of future revenue. There-
fore, if revenue is below expectations, the Company's operating results are
likely to be adversely affected. In addition, the timing of revenue is in-
fluenced by a number of other factors, including the timing of individual orders
and shipments, industry trade shows, seasonal customer buying patterns, changes
in product development and sales and marketing expenditures, custom financing
arrangements, production limitations and international sales activity. Because
the Company's operating expenses are based on anticipated revenue levels and a
high percentage of the Company's expenses are relatively fixed in the short
term, variations in the timing of recognition of revenue could cause significant
fluctuations in operating results from quarter to quarter and may result in
unanticipated quarterly earnings shortfalls or losses.
The markets for the Company's system are characterized by changing tech-
nologies and new product introductions. The Company's future success will
depend in part upon its continued ability to enhance its base system with
features including new software and hardware add-ons and to develop or acquire
and introduce new products and features which meet new market demands and
changing customer requirements on a timely basis. The Company is currently
designing and developing new products, primarily in the areas of recording,
editing and mixing functions of sound production as well as digital audio
processing and networking systems. In addition, there can be no assurance that
products or technologies developed by others will not render the Company's
products or technologies noncompetitive or obsolete.
To date, the Company's primary market success has been in the music segment
of the professional audio market. In order for the Company to grow, the Company
believes that it must continue to gain market share in the music market segment,
as well as in its other targeted market segments. There can be no assurance that
the Company will be able to compete favorably in any market segments. The Com-
pany's inability to compete favorably could have a material adverse effect on
its business and results of operations. The markets for the Company's products
are intensely competitive and characterized by significant price competition.
The Company believes that its ability to compete depends on elements both within
and outside its control, including the success and timing of new product de-
velopment (including development on a timely basis of a hybrid digital product,
of which there can be no assurance) and introduction by the Company and its
competitors, product performance and price, distribution, availability of lease
or other financing alternatives, resale of used systems and customer support
Currently, the Company uses many sole or limited source suppliers,
certain of which are critical to the integrated circuits included in the
Company's base system. Major delays or terminations in supplies of such com
ponents could have a significant adverse effect on the Company's timely ship-
ment of its products, which in turn would adversely affect the Company's
business and results of operations. The Company also relies on single vendors
to manufacture major subassemblies for its products. Any extended interruption
in the future supply or increase in the cost of subassemblies manufactured by
its primary or other third party vendors could have a material adverse effect
on the Company's business and results of operations.
11
In addition, as different electrical, radiation or other standards appli-
cable to the Company's products are adopted in countries, including the United
States, or groups of countries in which the Company sells its products, the
failure of the Company to modify its products, if necessary, to comply with
such standards would likely have an adverse effect on the Company's business
and results of operations.
The Company generally relies on a combination of trade secret, copyright
law and trademark law, contracts and technical measures to establish and protect
its proprietary rights in its products and technologies. However, the Company
believes that such measures provide only limited protection of its proprietary
information, and there is no assurance that such measures will be adequate to
prevent misappropriation. In addition, significant and protracted litigation
may be necessary to protect the Company's intellectual property rights, to
determine the scope of the proprietary rights of others or to defend against
claims of infringement. There can be no assurance that third-party claims
alleging infringement will not be asserted against the Company in the future.
Any such claims could have a material adverse effect on the Company's business
and results of operations.
The Company's success depends, in part, on its ability to retain key
management and technical employees and its continued ability to attract and
retain highly skilled personnel. In addition, the Company's ability to
manage any growth will require it to continue to improve and expand its manage-
ment, operational and financial systems and controls. If the Company's manage-
ment is unable to manage growth effectively, its business and results of
operations will be adversely affected.
As a result of these and other factors, the Company has experienced sig-
nificant quarterly fluctuations in operating results and anticipates that
these fluctuations will continue in future periods. There can be no assurance
that the Company will be successful in avoiding losses in any future period.
Further, it is likely that in some future period the Company's net revenues
or operating results will be below the expectations of public market securities
analysts and investors. In such event, the price of the Company's Common
Stock would likely be materially adversely affected.
12
PART II. OTHER INFORMATION
Item 1: Legal Proceedings: Not applicable
-----------------
Item 2: Changes In Securities: Not applicable
---------------------
Item 3: Defaults Upon Senior Securities: Not applicable
-------------------------------
Item 4: Submission of Matters to a Vote of Security Holders: Not applicable
---------------------------------------------------
Item 5: Other Information: Not applicable
-----------------
Item 6: Exhibit and Reports on Form 8-K/A
---------------------------------
(a) Exhibits.
None
(b) Reports on Form 8-K
None
13
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Euphonix, Inc.
Date: April 15, 1998 By: /s/ BARRY MARGERUM
---------------- ---------------------------------------
Barry Margerum, Chief Executive Officer,
President, Chief Financial Officer
14