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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM 10-Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2004
------------------
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 000-27267
I/OMAGIC CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Nevada 88-029062
------------------------------ -------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
4 Marconi, Irvine, CA 92618
------------------------ ----------
(Address of principal executive offices) (Zip Code)
(949) 707-4800
--------------
(Registrant's telephone number, including area code)
Not Applicable
----------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check 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 whether the registrant is an accelerated filer (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [ X ]
As of November 14, 2004, there were 4,529,672 shares of the issuer's common
stock issued and outstanding.
I/OMAGIC CORPORATION AND SUBSIDIARY
TABLE OF CONTENTS
Page
Number
------
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets - September 30, 2004 and
December 31, 2003 3
Consolidated Statements of Income - For the three and
nine months ended September 30, 2004 and 2003 (unaudited) 5
Consolidated Statements of Cash Flows - For the nine months
ended September 30, 2004 and 2003 (unaudited) 6
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 14
Item 3. Quantitative and Qualitative Disclosures About Market Risk 48
Item 4. Controls and Procedures 48
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 49
Item 2. Changes in Securities and Use of Proceeds 50
Item 3. Defaults Upon Senior Securities 50
Item 4. Submission of Matters to a Vote of Security Holders 50
Item 5. Other Information 50
Item 6. Exhibits 50
SIGNATURES 51
EXHIBITS FILED WITH THE REPORT 52
2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
I/OMAGIC CORPORATION
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2004 (UNAUDITED)AND DECEMBER 30, 2003
ASSETS
SEPTEMBER 30, DECEMBER 31,
2004 2003
-------------- -------------
(unaudited)
CURRENT ASSETS
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . $ 2,808,399 $ 4,005,705
Restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . 397,304 2,185,664
Accounts receivable, net of allowance for doubtful
accounts of $61,659 (unaudited) and $20,553. . . . . . . . . 11,988,846 18,439,893
Inventory, net of allowance for obsolete inventory of $1,105,000
(unaudited) and $505,029. . . . . . . . . . . . . . . . . . . . . 6,006,056 9,706,708
Inventory in transit. . . . . . . . . . . . . . . . . . . . . . . 910,919 -
Prepaid expenses and other current assets . . . . . . . . . . . . 638,859 407,260
-------------- -------------
Total current assets . . . . . . . . . . . . . . . . . . . . 22,750,383 34,745,230
PROPERTY AND EQUIPMENT, net . . . . . . . . . . . . . . . . . . . 370,248 539,943
TRADEMARK, net of accumulated amortization
of $5,305,096 (unaudited) and $4,871,044 . . . . . . . . . . . 4,340,583 4,774,635
OTHER ASSETS. . . . . . . . . . . . . . . . . . . . . . . . . . . 27,032 52,984
-------------- -------------
TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . . $ 27,488,246 $ 40,112,792
============== =============
The accompanying notes are an integral part of these financial statements.
3
I/OMAGIC CORPORATION
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2004 (UNAUDITED) AND DECEMBER 31, 2003
LIABILITIES AND STOCKHOLDERS' EQUITY
SEPTEMBER 30, DECEMBER 31,
2004 2003
--------------- --------------
(unaudited)
CURRENT LIABILITIES
Line of credit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,922,675 $ 5,938,705
Accounts payable and accrued expenses. . . . . . . . . . . . . . . . . . 4,718,428 5,572,878
Accounts payable - related parties . . . . . . . . . . . . . . . . . . . 2,630,054 10,370,119
Reserves for customer returns and price protection . . . . . . . . . . . 1,292,426 853,373
Current portion of settlement payable. . . . . . . . . . . . . . . . . . - 1,000,000
--------------- --------------
Total current liabilities. . . . . . . . . . . . . . . . . . . . . . . 14,563,583 23,735,075
--------------- --------------
STOCKHOLDERS' EQUITY
Preferred Stock
10,000,000 shares authorized, $0.001 par value
Series A, 1,000,000 shares authorized, 0 and 0 shares
Issued and outstanding . . . . . . . . . . . . . . . . . . . . . . . . - -
Series B, 1,000,000 shares authorized, 0 and 0 shares
Issued and outstanding . . . . . . . . . . . . . . . . . . . . . . . . - -
Common stock, $0.001 par value
100,000,000 shares authorized
4,529,672 (unaudited) and 4,529,672 shares issued and outstanding. 4,530 4,530
Additional paid-in capital. . . . . . . . . . . . . . . . . . . . . . . . 31,557,988 31,557,988
Treasury stock, 13,493 (unaudited) and 13,493 shares, at cost . . . . . . (126,014) (126,014)
Accumulated deficit . . . . . . . . . . . . . . . . . . . . . . . . . . . (18,511,841) (15,058,787)
--------------- --------------
Total stockholders' equity . . . . . . . . . . . . . . . . . . . . . . 12,924,663 16,377,717
--------------- --------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY . . . . . . . . . . . . . $ 27,488,246 $ 40,112,792
=============== ==============
The accompanying notes are an integral part of these financial statements.
4
I/OMAGIC CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
(UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
2004 2003 2004 2003
-------------------- ------------------- ------------- ------------
(unaudited) (unaudited) (unaudited) (unaudited)
NET SALES. . . . . . . . . . . . . . . $ 8,302,490 $ 13,495,327 $ 30,854,250 $43,343,893
COST OF SALES. . . . . . . . . . . . . 8,654,753 11,443,776 28,587,583 36,953,579
-------------------- ------------------- ------------- ------------
GROSS PROFIT (LOSS). . . . . . . . . . (352,263) 2,051,551 2,266,667 6,390,314
-------------------- ------------------- ------------- ------------
OPERATING EXPENSES
Selling, marketing, and advertising. . 195,756 265,935 846,767 922,185
General and administrative . . . . . . 1,293,576 1,202,693 4,113,347 5,137,422
Depreciation and amortization. . . . . 208,265 346,062 626,505 1,058,647
-------------------- ------------------- ------------- ------------
Total operating expenses. . . . . . 1,697,597 1,814,690 5,586,619 7,118,254
-------------------- ------------------- ------------- ------------
INCOME (LOSS) FROM OPERATIONS. . . . . (2,049,860) 236,861 (3,319,952) (727,940)
-------------------- ------------------- ------------- ------------
OTHER INCOME (EXPENSE)
Interest income. . . . . . . . . . . . 62 36 314 307
Interest expense . . . . . . . . . . . (38,090) (40,759) (122,137) (196,412)
Other income (expense) . . . . . . . . 11,675 (3,596) (8,746) 45,719
-------------------- ------------------- ------------- ------------
Total other income (expense) (26,353) (44,319) (130,569) (150,386)
-------------------- ------------------- ------------- ------------
INCOME (LOSS) BEFORE INCOME TAXES. . . (2,076,213) 192,542 (3,450,521) (878,326)
PROVISION FOR (BENEFIT FROM) INCOME
TAXES. . . . . . . . . . . . . . . . . 336 (1,885) 2,532 (3,083)
-------------------- ------------------- ------------- ------------
NET INCOME (LOSS). . . . . . . . . . . ($2,076,549) $ 194,427 ($3,453,053) ($875,243)
==================== =================== ============= ============
BASIC AND DILUTED INCOME (LOSS) PER
SHARE. . . . . . . . . . . . . . . . . ($0.46) $ 0.04 ($0.76) ($0.19)
==================== =================== ============= ============
BASIC AND DILUTED WEIGHTED-AVERAGE
SHARES OUTSTANDING . . . . . . . . . . 4,529,672 4,529,672 4,529,672 4,529,672
==================== =================== ============= ============
The accompanying notes are an integral part of these financial statements.
5
I/OMAGIC CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
(UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30,
2004 2003
------------- ------------
(unaudited) (unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss . . . . . . . . . . . . . . . . . . . . . . ($3,453,053) ($875,243)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities
Depreciation and amortization. . . . . . . . . . . . 192,453 624,594
Amortization of trademarks . . . . . . . . . . . . . 434,052 434,052
Allowance for doubtful accounts. . . . . . . . . . . 180,000 (104,350)
Reserve for customer returns and allowances. . . . . 439,053 (114,373)
Reserve for obsolete inventory . . . . . . . . . . . 843,596 (722,327)
Net gain from sale of property and equipment . . . . - 61
(Increase) decrease in
Accounts receivable. . . . . . . . . . . . . . . . . 6,271,047 3,858,714
Inventory. . . . . . . . . . . . . . . . . . . . . . 2,857,058 357,645
Inventory in transit . . . . . . . . . . . . . . . . (910,919) -
Prepaid expenses and other current assets. . . . . . (231,600) (155,440)
Other assets . . . . . . . . . . . . . . . . . . . . 25,952 (27,032)
Increase (decrease) in
Accounts payable and accrued expenses. . . . . . . . (854,451) (2,745,839)
Accounts payable - related parties . . . . . . . . . (7,740,066) 3,572,073
Settlement payable . . . . . . . . . . . . . . . . . (1,000,000) (3,000,000)
------------- ------------
Net cash provided by (used in) operating activities. (2,946,878) 1,102,535
------------- ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment. . . . . . . . (22,758) (153,192)
Proceeds from sale of property and equipment. . . - 500
Restricted cash . . . . . . . . . . . . . . . . . 1,788,360 949,168
-------------- ------------
Net cash provided by investing activities . . . . 1,765,602 796,476
-------------- ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net payments on line of credit . . . . . . . . . . . (16,030) (6,598,039)
Purchase of treasury shares. . . . . . . . . . . . . - (83,684)
-------------- ------------
Net cash used in financing activities. . . . . . . . (16,030) (6,681,723)
-------------- ------------
Net decrease in cash and cash equivalents. . . . . . (1,197,306) (4,782,712)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD . . . 4,005,705 5,138,109
-------------- ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD . . . . . . $ 2,808,399 $ 355,397
=============== ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
INTEREST PAID . . . . . . . . . . . . . . . . . . . $ 114,495 $ 229,379
=============== ============
INCOME TAXES PAID (REFUNDED). . . . . . . . . . . . $ 2,532 $ (3,083)
=============== ============
The accompanying notes are an integral part of these financial statements.
6
I/OMAGIC CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - ORGANIZATION AND BUSINESS
I/OMagic Corporation ("I/OMagic"), a Nevada corporation, and its subsidiaries
(collectively, the "Company") develop, manufacture through subcontractors,
market, and distribute data storage and digital entertainment products to the
consumer electronics markets.
On July 6, 2004 the Company completed the merger of its wholly-owned subsidiary,
I/OMagic Corporation, a California corporation, with and into the Company.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been prepared
in accordance with the rules and regulations of the Securities and Exchange
Commission and, therefore, do not include all information and notes necessary
for a fair presentation of financial position, results of operations, and cash
flows in conformity with generally accepted accounting principles. The
unaudited consolidated financial statements include the accounts of I/OMagic and
its subsidiaries. The operating results for interim periods are unaudited and
are not necessarily an indication of the results to be expected for the full
fiscal year. In the opinion of management, the results of operations as reported
for the interim periods reflect all adjustments which are necessary for a fair
presentation of operating results. These financial statements should be read in
conjunction with the Company's Amendment No. 2 to its Form 10-K for the year
ended December 31, 2003.
USE OF ESTIMATES
The preparation of financial statements 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 revenue and expenses during the reporting
period. Actual results could differ from those estimates.
STOCK-BASED COMPENSATION
SFAS No. 123, "Accounting for Stock-Based Compensation" as amended by SFAS No.
148, "Accounting for Stock-Based Compensation-Transition and Disclosure,"
establishes and encourages the use of the fair value based method of accounting
for stock-based compensation arrangements under which compensation cost is
determined using the fair value of stock-based compensation determined as of the
date of grant and is recognized over the periods in which the related services
are rendered. The statement also permits companies to elect to continue using
the current intrinsic value accounting method specified in Accounting Principles
Bulletin ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees," to
account for stock-based compensation issued to employees. The Company has
elected to use the intrinsic value based method and has disclosed the pro forma
effect of using the fair value based method to account for its stock-based
compensation. For stock-based compensation issued to non-employees, the Company
uses the fair value method of accounting under the provisions of SFAS No. 123.
Pro forma information regarding net loss and loss per share is required by SFAS
No. 123 and has been determined as if the Company had accounted for its employee
stock options under the fair value method of SFAS No. 123. For the nine months
ended September 30, 2004, options to purchase an aggregate of 126,375
(unaudited) shares of common stock were granted.
7
For purposes of pro forma disclosures, the estimated fair value of the options
is amortized to expense over the options' vesting periods. Adjustments are made
for options forfeited prior to vesting. The effect on net loss and basic and
diluted loss per share had compensation costs for the Company's stock option
plans been determined based on a fair value at the date of grant consistent with
the provisions of SFAS No. 123 for the three and nine months ended September 30,
2004 (unaudited) and 2003 (unaudited) is as follows:
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
-------------------- -------------------
(unaudited) (unaudited)
2004 2003 2004 2003
------------- ------------ ------------- ------------
Net income (loss)
As reported . . . . . . . . . . . . $ (2,076,549) $ 194,427 $ (3,453,053) $ (875,243)
Add stock based compensation
expense included in net income,
net of tax . . . . . . . . . . . - - - -
Deduct total stock based
employee compensation
expense determined under fair
value method for all awards,
net of tax . . . . . . . . . . . (13,621) - (136,211) -
------------- ------------ ------------- ------------
PRO FORMA . . . . . . . . . . . . . $ (2,090,170) $ 194,427 $ (3,589,264) $ (875,243)
============= ============ ============= ============
Income (loss) per common share
Basic - as reported . . . . . . . . $ (0.46) $ 0.04 $ (0.76) $ (0.19)
Basic - pro forma . . . . . . . . . $ (0.46) $ 0.04 $ (0.79) $ (0.19)
Diluted - as reported . . . . . . . $ (0.46) $ 0.04 $ (0.76) $ (0.19)
Diluted - pro forma . . . . . . . . $ (0.46) $ 0.04 $ (0.79) $ (0.19)
For purposes of computing the pro forma disclosures required by SFAS No. 123,
the fair value of each option granted to employees and directors is estimated
using the Black-Scholes option-pricing model with the following weighted-average
assumptions for the nine months ended September 30, 2004: dividend yield of 0%,
expected volatility of 100%, risk-free interest rate of 1.92%, and expected life
of three years. The weighted-average fair value of options granted during the
nine months ended September 30, 2004 for which the exercise price was equal to
the market price on the grant date was $2.16, and the weighted-average exercise
price was $3.67. No stock options were granted during the nine months ended
September 30, 2004 for which the exercise price was less than the market price
on the grant date.
EARNINGS (LOSS) PER SHARE
The Company calculates earnings (loss) per share in accordance with SFAS No.
128, "Earnings Per Share." Basic earnings (loss) per share is computed by
dividing the net income (loss) available to common stockholders by the
weighted-average number of common shares outstanding. Diluted income (loss) per
share is computed similar to basic income (loss) per share, except that the
denominator is increased to include the number of additional common shares that
would have been outstanding if the potential common shares had been issued and
if the additional common shares were dilutive.
8
The following potential common shares have been excluded from the computation of
diluted earnings per share for the three and nine months ended September 30,
2004 (unaudited) and for the nine months ended September 30, 2003 (unaudited)
since their effect would have been anti-dilutive, and for the three months ended
September 30, 2003 due to the exercise price being greater than the Company's
weighted average stock price for the period.
September 30,
-------------
(unaudited)
2004 2003
-------- ---------
Stock options outstanding 126,150 -
Warrants outstanding 20,000 20,004
-------- ---------
TOTAL 146,150 20,004
-------- ---------
NOTE 3 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses consisted of the following:
September 30, December 31,
2004 2003
----------- ------------
(unaudited)
Accounts payable $ 1,276,243 $ 2,525,508
Accrued rebates and marketing 2,756,120 2,369,544
Accrued compensation and
related benefits 185,647 192,002
Customer credits 28,515 -
Other 471,903 485,824
------------ -----------
TOTAL $ 4,718,428 $ 5,572,878
============ ===========
NOTE 4 - INVENTORY
Inventory consisted of the following:
September 30, December 31,
2004 2003
----------- ------------
(unaudited)
Component parts $ 2,947,262 $ 3,658,140
Finished goods - warehouse 2,316,307 2,317,765
Finished goods - consigned 1,847,487 4,235,832
Reserves for obsolete and
slow moving inventory (1,105,000) (505,029)
----------- ------------
TOTAL $ 6,006,056 $ 9,706,708
=========== ============
9
NOTE 5 - LINE OF CREDIT
On August 15, 2003, the Company entered into an agreement for an asset-based
line of credit with United National Bank, effective August 18, 2003. The line
allows the Company to borrow up to a maximum of $6.0 million. The line of credit
was to initially expire on September 1, 2004. On August 6, 2004, United
National Bank extended the expiration date to November 1, 2004. On October 27,
2004, United National Bank extended the expiration date to December 1, 2004.
The line of credit is secured under a security agreement and a UCC filing
covering substantially all of the Company's assets. Advances on the line bear
interest at the floating commercial loan rate equal to the prime rate as
reported in The Wall Street Journal plus 0.75%. As of September 30, 2004 the
interest rate was 5.5% and as of December 31, 2003, the interest rate was 4.75%.
The agreement also calls for the Company to be in compliance with certain
financial covenants. At September 30, 2004, the Company was in compliance with
all other financial covenants, except that the Company was not in compliance
with the financial covenant that the Company's tangible net worth be at least
$10.5 million. As a consequence, the Company was in default under its line of
credit with United National Bank. The Company was in compliance with all
financial covenants at December 31, 2003. Cash of $397,304 (unaudited) and
$2,085,664 at September 30, 2004 and December 31, 2003, respectively, was
restricted to pay down any outstanding balance on the Company's line of credit
with United National Bank.
The new line of credit was initially used to pay off the outstanding balance
with ChinaTrust Bank (USA) as of September 2, 2003, which was $3,379,827. The
outstanding balance with United National Bank as of September 30, 2004 was
$5,922,675 (unaudited). The amount available to the Company for borrowing as of
September 30, 2004 was $77,325 (unaudited).
NOTE 6 - TRADE CREDIT FACILITIES WITH RELATED PARTIES
In January 2003, the Company entered into a trade credit facility with a related
party, whereby the related party has agreed to purchase inventory on behalf of
the Company. The agreement allows the Company to purchase up to $10.0 million,
with payment terms of 120 days following the date of invoice. The third party
will charge the Company a 5% handling fee on the supplier's unit price. A 2%
discount to the handling fee will be applied if the Company reaches an average
running monthly purchasing volume of $750,000. Returns made by the Company,
which are agreed to by the supplier, will result in a credit to the Company for
the handling charge. As security for the trade facility, the Company paid the
related party a security deposit of $1.5 million, all of which may be applied
against outstanding accounts payable to the related party after six months. As
of September 30, 2004 (unaudited) and December 31, 2003, $750,000 had been
applied against outstanding accounts payable to the related party. The remaining
$750,000 deposit has been offset against Accounts Payable-Related Parties in the
accompanying financial statements. The agreement is for 12 months. At the end of
the 12-month period, either party may terminate the agreement upon 30 days'
written notice; otherwise, the agreement will remain continuously valid without
effecting a newly signed agreement. Both parties have the right to terminate the
agreement one year following the inception date by giving the other party 30
days' prior written notice of termination. During the nine months ended
September 30, 2004, the Company purchased $2.5 million (unaudited) of inventory
under this arrangement. As of September 30, 2004, there were $1,237,076
(unaudited) in trade payables net of the $750,000 deposit still outstanding
under this arrangement.
In February 2003, the Company entered into an agreement with a related party,
whereby the related party agreed to supply and store at the Company's warehouse
up to $10.0 million of inventory on a consignment basis. Under the agreement,
the Company will insure the consignment inventory, store the consignment
inventory for no charge, and furnish the related party with weekly statements
indicating all products received and sold and the current consignment inventory
level. The agreement may be terminated by either party with 60 days written
notice. In addition, this agreement provides for a trade line of credit of up to
$10.0 million with payment terms of net 60 days, non-interest bearing. During
the nine months ended September 30, 2004, the Company purchased $10.9 million
(unaudited) of inventory under this arrangement. As of September 30, 2004,
there were $1,392,977 (unaudited) in trade payables outstanding under this
arrangement.
10
NOTE 7 - COMMITMENTS AND CONTINGENCIES
LEASES
The Company leases its facilities and certain equipment under non-cancelable
operating lease agreements that expire through August 2006.
The Company previously leased its facilities from a related party that was,
through March 2003, under the control of an officer of the Company. In March
2003, in connection with the settlement of the Vakili lawsuit (see Litigation),
an officer of the Company relinquished control to the Vakilis of the entity that
owned the warehouse and office space that was being leased by the Company. Under
the terms of the settlement agreement, the lease dated April 1, 2000, as amended
on June 1, 2000 and which originally expired in March 2010, was terminated and
replaced with a new lease. The new lease required monthly payments of $28,687
and expired on September 30, 2003. The Company moved to its current facilities
in September 2003.
Rent expense was $274,725 (unaudited) and $332,024 (unaudited) for the nine
months ended September 30, 2004 and 2003, respectively, and is included in
general and administrative expenses in the accompanying statements of income.
SERVICE AGREEMENTS
Periodically, the Company enters into various agreements for services including,
but not limited to, public relations, financial consulting, and manufacturing
consulting. The agreements generally are ongoing until such time as they are
terminated. Compensation for services is paid on a fixed monthly rate, as
specified, and may be payable in shares of the Company's common stock. During
the nine months ended September 30, 2004 and 2003, the Company incurred expenses
of $313,222 (unaudited) and $238,301 (unaudited), respectively, in connection
with such arrangements. These expenses are included in general and
administrative expenses in the accompanying statements of operations.
EMPLOYMENT CONTRACT
The Company entered into an employment agreement with one of its officers on
October 15, 2002, which expires on October 15, 2007. The agreement, which is
effective as of January 1, 2002, calls for an initial salary of $198,500, and
provides for certain expense allowances. In addition, the agreement provides for
a quarterly bonus equal to 7% of the Company's quarterly net income. For the
nine months ended September 30, 2004 and 2003, bonuses totaling $60,702
(unaudited) and $14,649 (unaudited), respectively, were paid under the terms of
this agreement. As of September 30, 2004 and December 31, 2003, the accrued
bonuses were $0 (unaudited) and $0, respectively.
RETAIL AGREEMENTS
In connection with certain retail agreements, the Company has agreed to pay for
certain marketing development and advertising costs on an ongoing basis.
Marketing development and advertising costs are generally agreed upon at the
time of the promotional event. The Company also records a liability for
cooperative marketing based on management's evaluation of historical experience
and current industry and Company trends. During the nine months ended September
30, 2004 and 2003, the Company incurred $1,176,619 (unaudited) and $2,045,470
(unaudited), respectively, related to these agreements. These amounts are
netted against sales revenue in the accompanying statements of income.
CONSULTING AGREEMENT
On March 9, 2004, the Company entered into a consulting agreement for public
investor relations services. The agreement is on a month-to-month basis at
$2,500 per month. In addition, the consultant was issued warrants to purchase
20,000 shares of common stock, consisting of 10,000 warrants with an exercise
price of $4.00 and 10,000 warrants with an exercise price of $6.00. The warrants
vested immediately and expire eighteen months from issuance.
11
LITIGATION
On August 2, 2001, Mark and Mitra Vakili filed a complaint in the Superior Court
of the State of California for the County of Orange against Tony Shahbaz, the
Company's Chairman, President, Chief Executive Officer and Secretary. This
complaint was later amended to add Alex Properties and Hi-Val, Inc. as
plaintiffs, and I/OMagic, IOM Holdings, Inc., Steel Su, a director of I/OMagic,
and Meilin Hsu, an officer of Behavior Tech. Computer Corp., as defendants. The
final amended complaint alleged causes of action based upon breach of contract,
fraud, breach of fiduciary duty and negligent misrepresentation and sought
monetary damages and rescission. As a result of successful motions for summary
judgment, I/OMagic, Mr. Su and Ms. Hsu were dismissed as defendants. On February
18, 2003, a jury verdict adverse to the remaining defendants was rendered, and
on or about March 28, 2003, all parties to the action entered into a Settlement
Agreement and Release which settled this action prior to the entry of a final
judgment. As part of the Settlement Agreement and Release, Mr. Shahbaz and Mr.
Su relinquished their interests in Alex Properties and the Vakilis relinquished
66,667 shares of the Company's common stock, of which 13,333 shares were
transferred to a third party designated by the Vakilis. In addition, the Company
agreed to make payments totaling $4.0 million in cash and entered into a new
written lease agreement with Alex Properties relating to the real property in
Santa Ana, California, which the Company physically occupied. On September 30,
2003, pursuant to the terms of the lease agreement, the Company vacated this
real property. During the latter part of 2003 and continuing into the first
quarter of 2004, Mark and Mitra Vakili and Alex Properties alleged that the
Company had improperly caused damage to the Santa Ana facility. On or about
February 15, 2004, all parties to the original Settlement Agreement and Release
executed a First Amendment to Settlement Agreement and Release, releasing all
defendants from all of these new claims conditioned upon the making of the final
$1.0 million payment under the Settlement Agreement and Release by February 17,
2004, rather than on the original due date of March 15, 2004. The Company made
this payment, and a dismissal of the case was filed with the court on March 8,
2004.
On May 30, 2003, I/OMagic and IOM Holdings, Inc. filed a complaint for breach of
contract and legal malpractice against Lawrence W. Horwitz, Gregory B. Beam,
Horwitz & Beam, Lawrence M. Cron, Horwitz & Cron, Kevin J. Senn and Senn Palumbo
Meulemans, LLP, the Company's former attorneys and their respective law firms,
in the Superior Court of the State of California for the County of Orange. The
complaint seeks damages of $15.0 million arising out of the defendants'
representation of I/OMagic and IOM Holdings, Inc. in an acquisition transaction
and in a separate arbitration matter. On November 6, 2003, the Company filed its
First Amended Complaint against all defendants. Defendants have responded to the
Company's First Amended Complaint denying the Company's allegations. Defendants
Lawrence W. Horwitz and Lawrence M. Cron have also filed a Cross-Complaint
against the Company for attorneys' fees in the approximate amount of $79,000.
The Company has denied their allegations in the Cross-Complaint. As of the date
of this report, discovery has commenced and a trial date has been set in this
action for January 24, 2005. The outcome of this action is presently uncertain.
However, the Company believes that all of its claims are meritorious.
On March 15, 2004, Magnequench International, Inc., or plaintiff, filed an
Amended Complaint for Patent Infringement in the United States District Court of
the District of Delaware (Civil Action No. 04-135 (GMS)) against, among others,
the Company, Sony Corp., Acer Inc., Asustek Computer, Inc., Iomega Corporation,
LG Electronics, Inc., Lite-On Technology Corporation and Memorex Products, Inc.,
or defendants. The complaint seeks to permanently enjoin defendants from, among
other things, selling products that allegedly infringe one or more claims of
plaintiff's patents. The complaint also seeks damages of an unspecified amount,
and treble damages based on defendants' alleged willful infringement. In
addition, the complaint seeks reimbursement of plaintiff's costs as well as
reasonable attorney's fees, and a recall of all existing products of defendants
that infringe one or more claims of plaintiff's patents that are within the
control of defendants or their wholesalers and retailers. Finally, the complaint
seeks destruction (or reconfiguration to non-infringing embodiments) of all
existing products in the possession of defendants that infringe one or more
claims of plaintiff's patents. The Company has filed a response denying
plaintiff's claims and asserting defenses to plaintiff's causes of action
alleged in the complaint. The outcome of this action is presently uncertain.
However, at this time, the Company does not expect the defense or outcome of
this action to have a material adverse affect on its business, financial
condition or results of operations.
In addition, the Company is involved in certain legal proceedings and claims
which arise in the normal course of business. Management does not believe that
the outcome of these matters will have a material affect on the Company's
financial position or results of operations.
12
NOTE 8 - RELATED PARTY TRANSACTIONS
During the nine months ended September 30, 2004 and 2003, the Company made
purchases from related parties totaling approximately $13,436,147 (unaudited)
and $22,158,082 (unaudited), respectively.
During the nine months ended September 30, 2004 and 2003, the Company had trade
payables to related parties totaling approximately $2,630,053 (unaudited) and
$6,179,351 (unaudited), respectively.
NOTE 9 - SUBSEQUENT EVENTS
Line of credit (unaudited)
- --------------------------
On October 27, 2004, United National Bank extended the expiration date of the
asset-based line of credit with the Company from November 1, 2004 to December 1,
2004.
NOTE 10 - RESTATEMENT OF STOCK OPTIONS
In January 2000, the Company granted an aggregate of 134,167 stock options (the
"2000 Options") under the Company's 1997 Incentive and Non-Statutory Stock
Option Plan (the "1997 Plan") and the 1998 Incentive and Non-Statutory Stock
Option Plan (the "1998 Plan"). On March 21, 2000, the Company's board of
directors approved, upon advice of prior legal counsel, the extension of the
termination date for each of the 1997 Plan and 1998 Plan to December 31, 2000 in
order to cover the grant of the 2000 Options that were intended to be made on
January 2000. The original termination date for the 1997 Plan and 1998 Plan was
December 31, 1997 and December 31, 1998, respectively. The notes to the
Company's consolidated financial statements dated March 31, 2004, contained in
the Company's quarterly report on Form 10-Q filed with the Securities and
Exchange Commission on May 18, 2004, reflected the grant of the 2000 Options.
On June 27, 2004, the Company was advised by its current legal counsel that the
Company did not have the authority to grant the 2000 Options under the 1997 Plan
and 1998 Plan because the board of directors did not have the authority to
extend the termination date of either the 1997 Plan or the 1998 Plan after the
date each of these plans had expired pursuant to their original terms. The 1997
Plan and the 1998 Plan terminated pursuant to their own terms on December 31,
1997 and December 31, 1998, respectively. As a result, the 2000 Options were
never granted by the Company and have never been outstanding. The notes to the
Company's consolidated financial statements dated March 31, 2004 have been
restated to reflect the foregoing.
13
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion should be read in conjunction with our
consolidated audited financial statements and the related notes and the other
financial information included elsewhere in this report. This discussion
contains forward-looking statements regarding the data storage and digital
entertainment industries and our expectations regarding our future performance,
liquidity and capital resources. Our actual results could differ materially from
those expressed in these forward-looking statements as a result of any number of
factors, including those set forth under "Risk Factors" and under other captions
contained elsewhere in this report.
OVERVIEW
We are a leading provider of optical data storage products. We also sell
digital entertainment products. Our data storage products consist of a range of
products that store traditional PC data as well as music, photos, movies, games
and other multi-media content. These products are designed principally for
general data storage purposes. Our digital entertainment products consist of a
range of products that focus on digital music, photos and movies. These products
are designed principally for entertainment purposes.
We sell our products through computer, consumer electronics and office
supply superstores and other retailers in over 8,000 retail locations throughout
North America. Our network of retailers enables us to offer products to
consumers across North America, including every major metropolitan market in the
United States. Over the last three years, our largest retailers have included
Best Buy, Circuit City, CompUSA, Office Depot, OfficeMax and Staples. We employ
a three-brand approach to differentiate products among various sales channels
and price points. Our three brands are I/OMagic , Digital Research Technologies
and Hi-Val .
Prior to 2003, we also emphasized the sale of other PC-related and consumer
electronics products, including media, computer keyboards and mice, cameras,
audio and graphic cards and flat panel television monitors. During the latter
part of 2002 and the early part of 2003, we made a strategic decision to
de-emphasize these additional product offerings in order to focus our management
and financial resources on the manufacture and sale of our data storage and
digital entertainment products, especially the manufacture and sale of
dual-format DVD recordable drives that we introduced in July 2003. Because of
our planned introduction of these devices in the third quarter of 2003, we
reduced our promotional activities, such as rebates and point-of-sale discounts,
for our CD-based products. This reduction in promotional activities, combined
with our transition out of certain product offerings and other factors discussed
below, resulted in a 25.5% decline in net sales for 2003 as compared to 2002.
Despite this significant reduction in net sales for 2003 as compared to
2002, we reduced our net loss from $8.3 million in 2002 to $265,000 in 2003. We
believe that this significant improvement in our operating results is due, in
large part, to the following factors:
- - Settlement of significant litigation. During 2003, we settled a
significant litigation matter. This settlement required us to record a $5.2
million expense in 2002, which contributed significantly to our net loss in
2002.
- - Focus on smaller number of product offerings. Our decision to reduce the
number of product offerings in order to focus our attention on our data storage
and digital entertainment products has eliminated or reduced certain low profit
product offerings.
- - Less costly shipment of goods from vendors. Some of our vendors have
agreed to absorb a portion of their freight charges, which reduced our overall
freight costs.
14
- - Elimination of accelerated leasehold amortization. During 2003, we
accelerated the amortization of our prior corporate headquarters and warehouse
facility because we relocated during the latter part of 2003. The amortization
of new leasehold improvements during 2004 is expected to be under normal
life-of-lease policy amortized over the term of our lease.
- - More efficient management reporting. We expanded our review and management
of operating expenses in order to reduce costs. In doing so, we instituted
improved financial controls and procedures to better monitor personnel, legal
and accounting costs. We spent more time and effort tracking consigned inventory
that resides at our retailers. In doing so, we believe that we can better
control overstocking of our products, which in turn allows us to better control
price reductions and marketing programs in our efforts to sell inventory. We
also spent additional time and effort in managing the shipment of products to
our retailers to ensure that deliveries to these retailers were made on time in
order to avoid penalties which many retailers assess on late shipments.
The $21.3 million decline in net sales during 2003 from 2002, as noted
above, occurred during a period of more rapidly declining net losses. This
decline in net sales was primarily the result of our mutual agreement with
OfficeMax to discontinue sales between April and October 2003 because we did not
want to offer rebates and sales incentives as heavily as OfficeMax believed was
necessary. Although we resumed sales of our dual-format DVD recordable drives to
OfficeMax in November and December 2003, we experienced disagreements with
OfficeMax relating to amounts we believed we were owed and deductions claimed by
OfficeMax and, as a result, discontinued sales in January 2004. We continue to
negotiate with OfficeMax to resume sales in 2004, but there can be no assurance
that sales to OfficeMax will resume.
We increased our net income 22.9% to $257,000 in the first quarter of 2004
from $209,000 in the first quarter of 2003, despite an 8.2% decline in net sales
to $15.7 million in the first quarter of 2004 from $17.1 million in the first
quarter of 2003. Our net loss increased 23.1% to $1.6 million in the second
quarter of 2004 from $1.3 million in the second quarter of 2003. This increase
in net loss primarily resulted from a 43.8% decline in net sales to $7.2 million
in the second quarter of 2004 from $12.8 million in the second quarter of 2003.
Our net loss increased 1,188% to $2.1 million in the third quarter of 2004 from
$193,000 of net income in the third quarter of 2003. This increase in net loss
from net income primarily resulted from a 38.5% decline in net sales to $8.3
million in the third quarter of 2004 from $13.5 million in the third quarter of
2003. Our net loss increased 300% to $3.5 million for the first nine months of
2004 from $875,000 for the first nine months of 2003. This increase in net loss
primarily resulted from a 28.6% decline in net sales to $30.9 million in the
first nine months of 2004 from $43.3 million in the first nine months of 2003.
We believe that the significant decline in our net sales during the third
quarter of 2004, and accordingly during the first nine months of 2004, resulted
in part from very short product life-cycles that led consumers to delay
purchases in anticipation of products incorporating faster drive speeds, which
allow users to more quickly store and access data. During 2004, DVD drives of
increasing speeds were introduced into the marketplace in very rapid succession.
However, during this time, we expected our DVD-based products to experience
longer product life-cycles similar in duration to the life-cycles of our
CD-based products. We believe that consumer perception of shorter product
life-cycles led consumers to delay purchases in anticipation of succeeding
products incorporating faster data storage and access speeds.
We also believe that the significant decline in our net sales during the
third quarter of 2004, and accordingly during the first nine months of 2004,
resulted in part from consumers deciding to delay their purchases of DVD drives
in anticipation of rapid product obsolescence resulting from expected future
15
product offerings incorporating new technologies. In particular, we believe that
consumers delayed their purchases of single-layer DVD drives in anticipation of
the imminent availability of double-layer DVD drives which can increase storage
capacity to up to twice the capacity of single-layer DVD drives, depending on a
user's operating system and other factors. We expected that double-layer DVD
drives would be available commencing in the fourth quarter of 2004; however, the
market's transition from single-layer to double-layer DVD drives began earlier
than expected in the third quarter of 2004, confirming what we believe were
consumer expectations regarding the imminent availability of products
incorporating double-layer DVD technology. We began selling our double-layer DVD
drives at the end of the third quarter of 2004.
Another factor contributing significantly to the decline in our net sales
during the third quarter of 2004 and for the first nine months of 2004, as
compared to the same periods in 2003, was the continued and expanded operation
of private label programs by Best Buy. Our sales to Best Buy, who was our
largest retailer during 2003, 2002 and 2001, declined in the first nine months
of 2004 to $4.9 million, representing a decrease of 64% from $13.7 million in
the first nine months of 2003. We believe that this decrease reflects, at least
in part, Best Buy's increased sales of private label products that compete with
products that we sell. Although we expect this decline in sales to Best Buy to
continue in subsequent reporting periods as a result of continued private label
programs, management intends to use its best efforts to insure that we retain
Best Buy as one of our major retailers. Management is currently in discussions
with Best Buy regarding the sale of other products not currently sold to, or
private-labeled by, Best Buy. However, there can be no assurance that we will be
successful in selling any of these products, or any products at all, to Best
Buy. If our sales to Best Buy continue to decline, our business and results of
operations will continue to be materially and adversely affected.
Our business focus is predominantly on DVD-based products. DVD-based
products generally yield higher average selling prices and higher gross margins
than CD-based products. We expect market demand for data storage products to
continue to shift from CD- to DVD-based products. We expect that the very short
product life-cycles of DVD-based products we experienced in 2004, as compared to
other data storage products that we have offered for sale in the past, including
our CD-based products, will lengthen following the introduction of double-layer
DVD drives; however, there can be no assurance that product life-cycles will
lengthen or that consumers will not continue to delay purchases in anticipation
of products incorporating faster data storage and access speeds or new
technologies, or both. Our business focus and the majority of the data storage
products that we sell, in both absolute terms and as a percentage of our net
sales, currently reflect our expectations regarding the continued shift in
market demand from CD- to DVD-based products. As noted above, we began selling
our double-layer DVD drives at the end of the third quarter of 2004.
One of our core strategies is to be among the first-to-market with new and
enhanced product offerings based on established technologies. We expect to apply
this strategy, as we have done in the contexts of CD- and DVD-based
technologies, to next-generation super-high capacity optical data storage
devices using technology such as Blu-ray DVD or High-definition DVD. This
strategy extends not only to new products, but also to enhancements of existing
products. We believe that by employing this strategy, we will be able to
maintain relatively high average selling prices and margins and avoid relying on
the highly competitive market of last-generation and older devices.
In addition to CD- and DVD-based products, we sell a line of GigaBank data
storage products, which are compact and portable external hard drives with a
built-in USB connector. We expect to broaden our range of data storage products
by expanding the GigaBank product line and by offering other compact and
portable storage devices and we anticipate that sales of these devices will
increase as a percentage of our total net sales over the next twelve months.
16
Our business faces the significant risk that certain of our retailers will
implement a private label or direct import program, or expand their existing
programs, especially for higher margin products. Our retailers may believe that
higher profit margins can be achieved if they implement a direct import or
private label program, excluding us from the sales channel. For example, as
noted above, our sales to Best Buy, who was our largest retailer during 2003,
2002 and 2001, declined in the first nine months of 2004 to $4.9 million,
representing a decrease of 64% from $13.7 million in the first nine months of
2003. We believe that this decrease reflects, at least in part, Best Buy's
increased sales of private label products that compete with products that we
sell. Our challenge will be to deliver products and provide service to our
retailers in a manner and at a level that makes private label or direct
importation of products less attractive to our retailers, while maintaining
product margins at levels sufficient to allow for profitability that meets or
exceeds our goals.
Operating Performance and Financial Condition
We focus on numerous factors in evaluating our operating performance and
our financial condition. In particular, in evaluating our operating performance,
we focus primarily on net sales, net product margins, net retailer margins,
rebates and sales incentives, and inventory turnover as well as operating
expenses and net income.
Net sales. Net sales is a key indicator of our operating performance. We
closely monitor overall net sales, as well as net sales to individual retailers,
and seek to increase net sales by expanding sales to additional retailers and
expanding sales to existing retailers both by increasing sales of existing
products and introducing new products. Management monitors net sales on a weekly
basis, but also considers sales seasonality, promotional programs and product
life-cycles in evaluating weekly sales performance. As net sales increase or
decrease from period to period, it is critical for management to understand and
react to the various causes of these fluctuations, such as successes or failures
of particular products, promotional programs, product pricing, retailer
decisions, seasonality and other causes. Where possible, management attempts to
anticipate potential changes in net sales and seeks to prevent adverse changes
and stimulate positive changes by addressing the expected causes of adverse and
positive changes. We believe that our good working relationships with our
retailers enable us to monitor closely consumer acceptance of particular
products and promotional programs which in turn enable us to better anticipate
changes in market conditions.
Net product margins. Net product margins, from product-to-product and
across all of our products as a whole, is an important measurement of our
operating performance. We monitor margins on a product-by-product basis to
ascertain whether particular products are profitable or should be phased out as
unprofitable products. In evaluating particular levels of product margins on a
product-by-product basis, we focus on attaining a level of net product margin
sufficient to contribute to normal operating expenses and to provide a profit.
The level of acceptable net product margin for a particular product depends on
our expected product sales mix. However, we occasionally sell products for
certain strategic reasons to, for example, complete a product line or for
promotional purposes, without a rigid focus on historical product margins or
contribution to operating expenses or profitability.
Net retailer margins. We seek to manage profitability on a retailer level,
not solely on a product level. Although we focus on net product margins on a
product-by-product basis and across all of our products as a whole, our primary
focus is on attaining and building profitability on a retailer-by-retailer
level. For this reason, our mix of products is likely to differ among our
various retailers. These differences result from a number of factors, including
retailer-to-retailer differences, products offered for sale and promotional
programs.
17
Rebates and sales incentives. Rebates and sales incentives offered to
customers and retailers are an important aspect of our business and are
instrumental in obtaining and maintaining market leadership through competitive
pricing in generating sales on a regular basis as well as stimulating sales of
slow-moving products. We focus on rebates and sales incentives costs as a
proportion of our total net sales to ensure that we meet our expectations of the
costs of these programs and to understand how these programs contribute to our
profitability or result in unexpected losses.
Inventory turnover. Our products' life-cycles typically range from 3-12
months, generating lower average selling prices as the cycles mature. We attempt
to keep our inventory levels at amounts adequate to meet our retailers' needs
while minimizing the danger of rapidly declining average selling prices and
inventory financing costs. By focusing on inventory turnover levels, we seek to
identify slow-moving products and take appropriate actions such as
implementation of rebates and sales incentives to increase inventory turnover.
Our use of a consignment sales model with certain retailers results in
increased amounts of inventory that we must carry and finance. Our use of a
consignment sales model results in greater exposure to the danger of declining
average selling prices, however our consignment sales model allows us to more
quickly and efficiently implement promotional programs and pricing adjustments
to sell off slow-moving inventory and prevent further price erosion.
Our targeted inventory turnover levels for our combined sales models is 6
to 8 weeks of inventory, which equates to an annual inventory turnover level of
approximately 6.5 to 8.5. For the first nine months of 2004, our annualized
inventory turnover level was 6.9 as compared to 6.2 for the first nine months of
2003, representing a period-to-period increase of 11% primarily as a result of a
35% decrease in inventory offset by a 29% decrease in net sales. For 2003, our
inventory turnover level was 6.4 as compared to 9.4 for 2002, representing a
period-to-period decrease of 32% primarily as a result of a 9% increase in
inventory and a 26% decrease in net sales. For 2002, our inventory turnover
level was 9.4 as compared to 5.6 for 2001, representing a period-to-period
increase of 68% primarily due to a reduction of inventory acquired in connection
with our acquisition of IOM Holdings, Inc. and a 23% increase in net sales.
Operating expenses. We focus on operating expenses to keep these expenses
within budgeted amounts in order to achieve or exceed our targeted
profitability. We budget certain of our operating expenses in proportion to our
projected net sales, including operating expenses relating to production,
shipping, technical support, and inside and outside commissions and bonuses.
However, most of our expenses relating to general and administrative costs,
product design and sales personnel are essentially fixed over large sales
ranges. Deviations that result in operating expenses in greater proportion than
budgeted signal to management that it must ascertain the reasons for the
unexpected increase and take appropriate action to bring operating expenses back
into the budgeted proportion.
Net income. Net income is the ultimate goal of our business. By managing
the above factors, among others, and monitoring our actual results of
operations, our goal is to generate net income at levels that meet or exceed our
targets.
In evaluating our financial condition, we focus primarily on cash on hand,
available trade lines of credit, available bank line of credit, anticipated
near-term cash receipts, and accounts receivable as compared to accounts
payable. Cash on hand, together with our other sources of liquidity, is critical
to funding our day-to-day operations. Funds available under our line of credit
with United National Bank are also an important source of liquidity and a
measure of our financial condition. We use our line of credit on a regular basis
as a standard cash management procedure to purchase inventory and to fund our
day-to-day operations without interruption during periods of slow collection of
accounts receivable. Anticipated near-term cash receipts are also regarded as a
18
short-term source of liquidity, but are not regarded as immediately available
for use until receipt of funds actually occurs.
The proportion of our accounts receivable to our accounts payable and the
expected maturity of these balance sheet items is an important measure of our
financial condition. We attempt to manage our accounts receivable and accounts
payable to focus on cash flows in order to generate cash sufficient to fund our
day-to-day operations and satisfy our liabilities. Typically, we prefer that
accounts receivable are matched in duration to, or collected earlier than,
accounts payable. If accounts payable are either out of proportion to, or due
far in advance of, the expected collection of accounts receivable, we will
likely have to use our cash on hand or our line of credit to satisfy our
accounts payable obligations, without relying on additional cash receipts, which
will reduce our ability to purchase and sell inventory and may impact our
ability, at least in the short-term, to fund other parts of our business.
Sales Models
We employ three primary sales models: a standard terms sales model, a
consignment sales model and a special terms sales model. We generally use one of
these three primary sales models, or some combination of these sales models,
with each of our retailers.
Standard Terms
Currently, the majority of our net sales are on a terms basis. Under our
standard terms sales model, a retailer is obligated to pay us for products sold
to it within a specified number of days from the date of sale of products to the
retailer. Our standard terms are typically net 60 days. We typically collect
payment from a retailer within 60 to 75 days following the sale of products to a
retailer.
Consignment
Under our consignment sales model, a retailer is obligated to pay us for
products sold to it within a specified number of days following our notification
by the retailer of the resale of those products. Retailers notify us of their
resale of consigned products by delivering weekly or monthly sell-through
reports. A sell-through report discloses sales of products sold in the prior
period covered by the report - that is, a weekly or monthly sell-through report
covers sales of consigned products in the prior week or month, respectively. The
period for payment to us by retailers relating to their sale of consigned
products corresponding to these sell-through reports varies from retailer to
retailer. For sell-through reports generated weekly, we typically collect
payment from a retailer within 30 days of the receipt of those reports. For
sell-through reports generated monthly, we typically collect payment from a
retailer within 15 days of the receipt of those reports. Products held by a
retailer under our consignment sales model are recorded as our inventory at
offsite locations until their resale by the retailer.
Consignment sales represented a growing percentage of our net sales from
2001 through 2003. However, during the first nine months of 2004 our consignment
sales model accounted for 28.7% of our total net sales as compared to 36.7% of
our total net sales in the first nine months of 2003, representing a 21.8%
decrease, primarily as a result of consigning fewer products to Best Buy, which
is our largest consignment retailer. During 2003 our consignment sales model
accounted for 35.7% of our total net sales as compared to 31.5% of our total net
sales in 2002, representing a 13.3% increase. During 2002 our consignment sales
model accounted for 31.5% of our total net sales as compared to 14% of our total
net sales in 2001, representing a 125% increase. Although consignment sales
declined as a percentage of our net sales in the first nine months of 2004, it
is not yet clear whether consignment sales as a percentage of our total net
sales will continue to decline or resume growing.
19
During 2001, 2002 and 2003, we increased the use of our consignment sales
model based in part on the preferences of some of our retailers. Our retailers
often prefer the benefits resulting from our consignment sales model over our
standard terms sales model. These benefits include payment by a retailer only in
the event of resale of a consigned product, resulting in less risk borne by the
retailer of price erosion due to competition and technological obsolescence.
Deferring payment until following the sale of a consigned product also enables a
retailer to avoid having to finance the purchase of that product by using cash
on hand or by borrowing funds and incurring borrowing costs. In addition,
retailers also often operate under budgetary constraints on purchases of certain
products or product categories. As a result of these budgetary constraints, the
purchase by a retailer of certain products typically will cause reduced
purchasing power for other products. Products consigned to a retailer ordinarily
fall outside of these budgetary constraints and do not cause reduced purchasing
power for other products. As a result of these benefits, we believe that we are
able to sell more products by using our consignment sales model than by using
only our standard terms sales model.
Managing an appropriate level of consignment sales is an important
challenge. As noted above, the payment period for products sold on consignment
is based on the day consigned products are resold by a retailer, and the payment
period for products sold on a standard terms basis is based on the day the
product is sold initially to the retailer, independent of the date of resale of
the product. Accordingly, we generally prefer that higher-turnover inventory is
sold on a consignment basis while lower-turnover inventory is sold on a
traditional terms basis. Management focuses closely on consignment sales to
manage our cash flow to maximize liquidity as well as net sales. Close attention
is directed toward our inventory turnover levels to ensure that they are
sufficiently frequent to maintain appropriate liquidity. Our consignment sales
model enables us to have more pricing control over inventory sold through our
retailers as compared to our standard terms sales model. If we identify a
decline in inventory turnover levels for products in our consignment sales
channels, we can implement price modifications more quickly and efficiently as
compared to the implementation of sales incentives in connection with our
standard terms sales model. This affords us more flexibility to take action to
attain our targeted inventory turnover levels.
We retain most risks of ownership of products in our consignment sales
channels. These products remain our inventory until their resale by our
retailers. The turnover frequency of our inventory on consignment is critical to
generating regular cash flow in amounts necessary to keep financing costs to
targeted levels and to purchase additional inventory. If this inventory turnover
is not sufficiently frequent, our financing costs may exceed targeted levels and
we may be unable to generate regular cash flow in amounts necessary to purchase
additional inventory to meet the demand for other products. In addition, as a
result of our products' short life-cycles, which generate lower average selling
prices as the cycles mature, low inventory turnover levels may force us to
reduce prices and accept lower margins to sell consigned products. If we fail to
select high turnover products for our consignment sales channels, our sales,
profitability and financial resources may decline.
Special Terms
We occasionally employ a special terms sales model. Under our special
terms sales model, the payment terms for the purchase of our products are
negotiated on a case-by-case basis and typically cover a specified quantity of a
particular product. We ordinarily do not offer any rights of return or rebates
for products sold under our special terms sales model. Our payment terms are
ordinarily shorter under our special terms sales model than under our standard
terms or consignment sales models and we typically require payment in advance,
at the time of sale, or shortly following the sale of products to a retailer.
20
RETAILERS
Historically, a limited number of retailers have accounted for a
significant percentage of our net sales. During 2003, 2002 and 2001, and during
the first nine months of 2004, our six largest retailers accounted for
approximately 78%, 88% and 92%, and 83%, respectively, of our total net sales.
We expect that sales of our products to a limited number of retailers will
continue to account for a majority of our sales in the foreseeable future. We do
not have long-term purchase agreements with any of our retailers. If we were to
lose any of our major retailers or experience any material reduction in orders
from any of them, and were unable to replace our sales to those retailers, it
could have a material adverse effect on our business and results of operations.
SEASONALITY
Our data storage and digital entertainment products have historically been
affected by seasonal purchasing patterns. The seasonality of our sales is in
direct correlation to the seasonality experienced by our retailers and the
seasonality of the consumer electronics industry. After adjusting for the
addition of new retailers, our fourth quarter has historically generated the
strongest sales, which correlates to well-established consumer buying patterns
during the Thanksgiving through Christmas holiday season. Our first and third
quarters have historically shown some strength from time to time based on
post-holiday season sales in the first quarter and back-to-school sales in the
third quarter. Our second quarter has historically been our weakest quarter for
sales, again following well-established consumer buying patterns. The impact of
seasonality on our future results will be affected by our product mix, which
will vary from quarter to quarter.
PRICING PRESSURES
We face downward pricing pressures within our industry that arise from a
number of factors. The products we sell are subject to rapid technological
change and obsolescence. Companies within the data storage and digital
entertainment industries are continuously developing new products with
heightened performance and functionality. This puts downward pricing pressures
on existing products and constantly threatens to make them, or causes them to
be, obsolete. Our typical product life-cycle is extremely short and ranges from
only three to twelve months, generating lower average selling prices as the
cycle matures.
In addition, the data storage and digital entertainment industries are
extremely competitive. Numerous large competitors such as Hewlett-Packard, Sony,
TDK and other competitors such as Lite-On, Memorex, Philips Electronics, Samsung
Electronics and Toshiba compete with us in the data storage industry. Numerous
large competitors such as Apple Computer, Bose and Sony and other competitors
such as Creative Technology and Rio Audio compete with us in the digital
entertainment industry. Intense competition within our industry exerts downward
pricing pressures on products that we offer. Also, one of our core strategies is
to offer our products as affordable alternatives to higher-priced products
offered by our larger competitors. The effective execution of this business
strategy results in downward pricing pressure on products that we offer because
our products must appeal to consumers partially based on their attractive prices
relative to products offered by our large competitors. As a result, we are
unable to rely as heavily on other non-price factors such as brand recognition
and must consistently maintain lower prices.
Finally, the actions of our retailers often exert downward pricing
pressures on products that we offer. Our retailers pressure us to offer products
to them at attractive prices. In doing this, we do not believe that the overall
goal of our retailers is to increase their margins on these products. Instead,
we believe that our retailers pressure us to offer products to them at
attractive prices in order to increase sales volume and consumer traffic, as
well as to compete more effectively with other retailers of similar products.
Additional downward pricing pressure also results from the continuing threat
21
that our retailers may begin to directly import or private-label products that
are identical or very similar to our products. Our pricing decisions with regard
to certain products are influenced by the ability of retailers to directly
import or private-label identical or similar products. Therefore, we constantly
seek to maintain prices that are highly attractive to our retailers and that
offer less incentive to our retailers to commence or maintain direct import or
private-label programs.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Our discussion and analysis of our financial condition and results of
operations are based upon our consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States. The preparation of these financial statements requires us to make
estimates and judgments 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 amount of net sales and expenses for
each period. The following represents a summary of our critical accounting
policies, defined as those policies that we believe are the most important to
the portrayal of our financial condition and results of operations and that
require management's most difficult, subjective or complex judgments, often as a
result of the need to make estimates about the effects of matters that are
inherently uncertain.
Revenue Recognition
We recognize revenue under three primary sales models: a standard terms
sales model, a consignment sales model and a special terms sales model. We
generally use one of these three primary sales models, or some combination of
these sales models, with each of our retailers.
Standard Terms
Under our standard terms sales model, a retailer is obligated to pay us for
products sold to it within a specified number of days from the date that title
to the products is transferred to the retailer. Our standard terms are
typically net 60 days from the transfer of title to the products to a retailer.
We typically collect payment from a retailer within 60 to 75 days from the
transfer of title to the products to a retailer. Transfer of title occurs and
risk of ownership passes to a retailer at the time of shipment or delivery,
depending on the terms of our agreement with a particular retailer. The sale
price of our products is substantially fixed or determinable at the date of sale
based on purchase orders generated by a retailer and accepted by us. A
retailer's obligation to pay us for products sold to it under our standard terms
sales model is not contingent upon the resale of those products. We recognize
revenue for standard terms sales at the time title to products is transferred to
a retailer.
Consignment
Under our consignment sales model, a retailer is obligated to pay us for
products sold to it within a specified number of days following our notification
by the retailer of the resale of those products. Retailers notify us of their
resale of consigned products by delivering weekly or monthly sell-through
reports. A sell-through report discloses sales of products sold in the prior
period covered by the report - that is, a weekly or monthly sell-through report
covers sales of consigned products in the prior week or month, respectively. The
period for payment to us by retailers relating to their resale of consigned
products corresponding to these sell-through reports varies from retailer to
retailer. For sell-through reports generated weekly, we typically collect
payment from a retailer within 30 days of the receipt of those reports. For
sell-through reports generated monthly, we typically collect payment from a
retailer within 15 days of the receipt of those reports. At the time of a
retailer's resale of a product, title is transferred directly to the consumer.
Risk of theft or damage of a product, however, passes to a retailer upon
delivery of that product to the retailer. The sale price of our products is
substantially fixed or determinable at the date of sale based on a product
22
sell-through report generated by a retailer and delivered to us. Except in the
case of theft or damage, a retailer's obligation to pay us for products
transferred under our consignment sales model is entirely contingent upon the
resale of those products. Products held by a retailer under our consignment
sales model are recorded as our inventory at offsite locations until their
resale by the retailer. Because we retain title to products in our consignment
sales channels until their resale by a retailer, revenue is not recognized until
the time of resale. Accordingly, price modifications to inventory maintained in
our consignment sales channels do not have an effect on the timing of revenue
recognition. We recognize revenue for consignment sales in the period during
which resale occurs.
Special Terms
Under our special terms sales model, the payment terms for the purchase of
our products are negotiated on a case-by-case basis and typically cover a
specified quantity of a particular product. The result of our negotiations is a
special agreement with a retailer that defines how and when transfer of title
occurs and risk of ownership shifts to the retailer. We ordinarily do not offer
any rights of return or rebates for products sold under our special terms sales
model. A retailer is obligated to pay us for products sold to it within a
specified number of days from the date that title to the products is transferred
to the retailer, or as otherwise agreed to by us. Our payment terms are
ordinarily shorter under our special terms sales model than under our standard
terms or consignment sales models and we typically require payment in advance,
at the time of transfer of title to the products or shortly following the
transfer of title to the products to a retailer. Transfer of title occurs and
risk of ownership passes to a retailer at the time of shipment, delivery,
receipt of payment or the date of invoice, depending on the terms of our
agreement with the retailer. The sale price of our products is substantially
fixed or determinable at the date of sale based on our agreement with a
retailer. A retailer's obligation to pay us for products sold to it under our
special terms sales model is not contingent upon the resale of those products.
We recognize revenue for special terms sales at the time title to products is
transferred to a retailer.
Sales Incentives
Sales incentive are charged to operations and offset against gross sales in
accordance with Emerging Issues Task Force Issue No. 01-9. In the first nine
months of 2004, our sales incentives were $2.5 million, or 5.9% of gross sales,
as compared to $1.6 million, or 2.9% of gross sales, in the first nine months of
2003, all of which was offset against gross sales. These costs increased as a
percentage of our gross sales, especially in the third quarter of 2004,
increasing to 9.5% of our gross sales from 4.8% of our gross sales in the third
quarter of 2003, primarily as a result of instituting sales incentives in order
to lower the quantity of single-layer DVD recordable drives in our retail sales
channels to enable a more rapid transition to sales of double-layer DVD
recordable drives. In 2003, our sales incentives were $2.4 million, all of
which was offset against gross sales. In 2002, our sales incentives were $5.5
million, all of which was offset against gross sales. In 2001, our sales
incentives were $2.8 million, all of which was offset against gross sales.
Market Development Fund and Cooperative Advertising Costs, Promotion Costs and
Slotting Fees
Market development fund and cooperative advertising costs, promotion costs
and slotting fees are charged to operations and offset against gross sales in
accordance with Emerging Issues Task Force Issue No. 01-9. Market development
fund and cooperative advertising costs and promotion costs are each promotional
costs. Slotting fees are fees paid directly to retailers for allocation of
shelf-space in retail locations. In the first nine months of 2004, our market
development fund and cooperative advertising costs, promotion costs and slotting
fees were $5.1 million, or 11.8% of gross sales, all of which was offset against
gross sales, as compared to market development fund and cooperative advertising
costs, promotion costs and slotting fees of $5.6 million, or 10.0% of gross
sales, in the first nine months of 2003, all of which was offset against gross
sales. These costs and fees increased as a percentage of our gross sales,
especially in the third quarter of 2004, increasing to 12.3% of our gross sales
from 8.0% of our gross sales in the third quarter of 2003, primarily as a result
of instituting marketing promotions in order to lower the quantity of
single-layer DVD recordable drives in our retail sales channels to enable a more
rapid transition to sales of double-layer DVD recordable drives. In 2003, our
market development fund and cooperative advertising costs were $8.4 million, all
23
of which was offset against gross sales. In 2002, our market development fund
and cooperative advertising costs were $9.3 million, all of which was offset
against gross sales. For the year ended December 31, 2001, our market
development fund and cooperative advertising costs were $13.2 million, all of
which was offset against gross sales.
Consideration generally given by us to a retailer is presumed to be a
reduction of selling price, and therefore, a reduction of gross sales. However,
if we receive an identifiable benefit that is sufficiently separable from our
sales to that retailer, such that we could have paid an independent company to
receive that benefit and we can reasonably estimate the fair value of that
benefit, then the consideration is characterized as an expense. We estimate the
fair value of the benefits we receive by tracking the advertising done by our
retailers on our behalf and calculating the value of that advertising using a
comparable rate for similar publications.
Inventory Obsolescence Allowance
Our warehouse supervisor, production supervisor and production manager
physically review our warehouse inventory for slow-moving and obsolete products.
All products of a material amount are reviewed quarterly and all products of an
immaterial amount are reviewed annually. We consider products that have not been
sold within six months to be slow-moving. Products that are no longer compatible
with current hardware or software are considered obsolete. The potential for
re-sale of slow-moving and obsolete inventories is considered through market
research, analysis of our retailers' current needs, and assumptions about future
demand and market conditions. The recorded cost of both slow-moving and obsolete
inventories is then reduced to its estimated market value based on current
market pricing for similar products. We utilize the Internet to provide
indications of market value from competitors' pricing, third party inventory
liquidators and auction websites. The recorded costs of our slow-moving and
obsolete products are reduced to current market prices when the recorded costs
exceed those market prices. For the first nine months of 2004 we increased our
inventory reserve and recorded a corresponding increase in cost of goods sold of
$844,000 for inventory for which recorded cost exceeded the current market price
of this inventory on hand. For the first nine months of 2003, we decreased our
inventory reserve and recorded a corresponding decrease in cost of goods sold of
$75,000. For 2003, 2002 and 2001, we increased our inventory reserve and
recorded a corresponding increase in cost of goods sold of $125,000, $2.1
million, and $1.2 million, respectively, for inventory for which recorded cost
exceeded the current market price of this inventory on hand. All adjustments
establish a new cost basis for inventory as we believe such reductions are
permanent declines in the market price of our products. Generally, obsolete
inventory is sold to companies that specialize in the liquidation of these items
while we continue to market slow-moving inventories until they are sold or
become obsolete. As obsolete or slow-moving inventory is sold, we reduce the
reserve by proceeds from the sale of the products. During the first nine months
of 2004 and 2003, we sold inventories previously reserved for and accordingly
reduced the reserve by $244,000 and $647,000, respectively. During 2003, 2002,
and 2001, we sold inventories previously reserved for and accordingly reduced
the reserve by $667,000, $1.6 million and $2.5 million, respectively. For 2003,
2002 and 2001, gains recorded as a result of sales of obsolete inventory above
the reserved amount were not significant to our results of operations and
accounted for less than 1% of our total net sales. Although we have no specific
statistical data on this matter, we believe that our practices are reasonable
and consistent with those of our industry.
24
Inventory Adjustments
Our warehouse supervisor, production supervisor and production manager
physically review our warehouse inventory for obsolete or damaged
inventory-related items on a monthly basis. Inventory-related items (such as
sleeves, manuals or broken products no longer under warranty from our
subcontract manufacturers) which are considered obsolete or damaged are reviewed
by these personnel together with our Controller or Chief Financial Officer. At
the discretion of our Controller or Chief Financial Officer, these items are
physically disposed of and we make corresponding accounting adjustments
resulting in inventory adjustments. In addition, on a monthly basis, our detail
inventory report and our general ledger are reconciled by our Controller and any
variances result in a corresponding inventory adjustment. Although we have no
specific statistical data on this matter, we believe that our practices are
reasonable and consistent with those of our industry.
Allowance for Doubtful Accounts
We maintain allowances for doubtful accounts for estimated losses resulting
from the inability of our retailers to make required payments. Our current
retailers consist of either large national or regional retailers with good
payment histories with us. Since we have not experienced any previous payment
defaults with any of our current retailers, our allowance for doubtful accounts
is minimal. We perform periodic credit evaluations of our retailers and maintain
allowances for potential credit losses based on management's evaluation of
historical experience and current industry trends. If the financial condition of
our retailers were to deteriorate, resulting in the impairment of their ability
to make payments, additional allowances may be required. New retailers are
evaluated through Dunn & Bradstreet before terms are established. Although we
expect to collect all amounts due, actual collections may differ.
Product Returns
We allow our retailers to return defective products to us following a
customary return merchandise authorization process. We utilize historical return
rates to determine our allowance for returns in each period. Sales are adjusted
by the estimated returns while cost of sales are adjusted by the estimated cost
of those sales. Given the seasonality of our business, we expect greater sales
and consequently a greater allowance during our fourth quarter of the fiscal
year. In deriving our allowance for future returns, we consider several factors
to be significant. These factors are relatively predictable based upon
historical return rates. These factors include the amount of time from actual
sale to the product being returned, the estimated return rates, and the
estimated gross margin on the products sold.
We have a limited 90-day to one year time period for product returns from
end-users; however, our retailers generally have return policies that allow
their customers to return products within only fourteen to thirty days after
purchase. While we believe that most returns occur shortly after purchase, we
use a two-month window in our estimate to cover individuals who take more time
to return product plus the time it takes for the return request to be received
by us. It is our belief that we receive returns for up to 60 days following the
sale of a product. Therefore, the amount of the allowance for sales returns at
the end of a given reporting period is calculated based upon sales during the
two month period ending on the last day of that reporting period. Accordingly,
as of December 31st of any given year, the allowance for sales returns is
calculated based upon sales during the months of November and December of that
year. Not all of the returns from those two months' sales will have been
received and processed as of the end of the reporting period, but rather some of
the returns related to those sales will be received in the two months subsequent
to the end of the reporting period-for example, in January and February for a
reporting period ending on December 31st.
25
Because the amount of the allowance for sales returns at the end of a given
reporting period is based solely on the amount of sales generated in the two
month period ending on the last day of that reporting period, there is not
necessarily a close correlation or a causal relationship between the amount of
sales generated during a longer reporting period, such as a full year, and the
amount of the allowance for sale returns recorded at the end of that reporting
period. Therefore, year-over-year increases or declines in sales do not
necessarily result in or cause year-over-year increases or declines in the
amount of the allowance for sales returns recorded at the end of a given
reporting period.
Our return rate is based upon our past history of actual returns. We
believe that return rates are dependent on our ability to provide technical
support for our products. As we have been selling the same lines of products for
several years, we believe that our technical support staff has developed
knowledge and expertise in solving the end-users' issues which has lead to
diminishing product returns by the end users. In 2002, we reduced our estimated
future return rate from 13.9% to 8.5%. We believe the reduction in historical
product return rates in 2002 was a direct result of improved product
installation manuals and a higher level of technical support. If we encounter
problems with our technical support, either with current products or with new
products we might introduce in the future, then we would need to reconsider this
factor. Our estimated future return rate remained at this level throughout 2003.
In 2004, we increased our estimated future return rate to 11.0% to reflect the
actual return rate in 2003. In the third quarter of 2004, we decreased our
estimated future return rate to 10.4% to reflect the actual return rate for the
trailing twelve months. We believe that our return rates increased in 2003 as a
result of increased difficulty experienced by retail customers in the
installation of our new DVD-RW products.
Finally, we use an estimate of an average gross margin realized on our
products. This average rate is derived from historical results and estimated
product mix in future years. If we have a significant change in actual gross
margin due to increased costs of current products or the introduction of large
quantities of new products which have a significantly different gross margin,
then we would recalculate the gross margin to be used for estimated future
returns. Although we have no specific statistical data on this matter, we
believe that our practices are reasonable and consistent with those of our
industry.
RESULTS OF OPERATIONS
The tables presented below, which compare our results of operations from
one period to another, present the results for each period, the change in those
results from one period to another in both dollars and percentage change and the
results for each period as a percentage of net sales. The columns present the
following:
- - The first two data columns in each table show the absolute results for
each period presented.
- - The columns entitled "Dollar Variance" and "Percentage Variance" show the
change in results, both in dollars and percentages. These two columns show
favorable changes as a positive and unfavorable changes as negative. For
example, when our net sales increase from one period to the next, that change is
shown as a positive number in both columns. Conversely, when expenses increase
from one period to the next, that change is shown as a negative in both columns.
- - The last two columns in each table show the results for each period as a
percentage of net sales.
26
THREE MONTHS ENDED SEPTEMBER 30, 2004 (UNAUDITED) COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30, 2003 (UNAUDITED)
RESULTS AS A PERCENTAGE
OF NET SALES FOR THE
DOLLAR PERCENTAGE THREE MONTHS
VARIANCE VARIANCE ENDED
THREE MONTHS ENDED ------------ --------------
SEPTEMBER 30, FAVORABLE FAVORABLE SEPTEMBER 30,
--------------------------------------- ---------------
2004 2003 (UNFAVORABLE) (UNFAVORABLE) 2004 2003
------------------------- ------------ -------------- -------------- ------- ------
(in thousands)
Net sales . . . . . . . . . . . . . . $ 8,302 $ 13,496 $ (5,194) (38.5)% 100.0% 100.0%
Cost of sales . . . . . . . . . . . . 8,654 11,444 2,790 24.4 104.2 84.8
------------------------- ------------ -------------- -------------- ------- ------
Gross profit (loss) . . . . . . . . . (352) 2,052 (2,404) (117.2) (4.2) 15.2
Selling, marketing and
advertising expense . . . . . . . . 196 266 70 26.3 2.4 2.0
General and administrative expenses . 1,293 1,202 (91) (7.6) 15.6 8.9
Depreciation and amortization . . . . 209 347 138 40.0 2.5 2.6
------------------------- ------------ -------------- -------------- ------- ------
Operating income (loss) . . . . . . . (2,050) 237 (2,287) (965.0) (24.7) 1.7
Net interest expense. . . . . . . . . (38) (41) 3 7.3 (0.5) (0.3)
Other income (expense). . . . . . . . 13 (3) 16 533.3 0.2 -
------------------------- ------------ -------------- -------------- ------- ------
Income (loss) from operations before
provision for income taxes. . . . . (2,075) 193 (2,268) (1,175.1) (25.0) 1.4
Income tax provision (benefit). . . . (1) 2 3 150.0 - -
------------------------- ------------ -------------- -------------- ------- ------
Net income (loss) . . . . . . . . . . $ (2,076) $ 195 $ (2,271) (1,164.6)% (25.0)% 1.4%
========================= ============ ============== ============== ======= ======
Net Sales. The decrease of $5.2 million in net sales from $13.5 million for
the third quarter of 2003 to $8.3 million for the third quarter of 2004 is
primarily due to the following significant factors: very short product
life-cycles that led consumers to delay purchases in anticipation of products
incorporating faster data storage and access speeds and in anticipation of rapid
product obsolescence resulting from expected future product offerings
incorporating new double-layer DVD drive technologies, and the continued
operation of private label programs by Best Buy.
As discussed above, we believe that the significant decline in our net
sales during the third quarter of 2004 as compared to the third quarter of 2003,
resulted in part from very short product life-cycles that led consumers to delay
purchases in anticipation of products incorporating faster drive speeds, which
allow users to more quickly store and access data. During 2004, DVD drives of
increasing speeds were introduced into the marketplace in very rapid succession.
However, during this time, we expected our DVD-based products to experience
longer product life-cycles similar in duration to the life-cycles of our
CD-based products. We believe that consumer perception of shorter product
life-cycles led consumers to delay purchases in anticipation of succeeding
products incorporating faster data storage and access speeds.
We also believe that the significant decline in our net sales during the
third quarter of 2004 as compared to the third quarter of 2003, resulted in part
from consumers deciding to delay their purchases of DVD drives in anticipation
of rapid product obsolescence resulting from expected future product offerings
incorporating new technologies. In particular, we believe that consumers delayed
their purchases of single-layer DVD drives in anticipation of the imminent
availability of double-layer DVD drives which can increase storage capacity to
up to twice the capacity of single-layer DVD drives, depending on a user's
operating system and other factors. We expected that double-layer DVD drives
would be available commencing in the fourth quarter of 2004; however, the
market's transition from single-layer to double-layer DVD drives began earlier
than expected in the third quarter of 2004, confirming what we believe were
consumer expectations regarding the imminent availability of products
incorporating double-layer DVD technology.
Another factor contributing significantly to the decline in our net sales
during the third quarter of 2004 was the continued and expanded operation of
private label programs by Best Buy. Our sales to Best Buy, who was our largest
27
retailer during 2003, 2002 and 2001, declined in the third quarter of 2004 to
$470,000, representing a decrease of 86% from $3.3 million in the third quarter
of 2003. We believe that this decrease reflects, at least in part, Best Buy's
increased sales of private label products that compete with products that we
sell.
In addition, we instituted additional sales incentives and marketing
promotions in the third quarter of 2004 in order to lower the quantity of
single-layer DVD recordable drives in our retail sales channels to enable a more
rapid transition to sales of double-layer DVD recordable drives. Our sales
incentives in the third quarter of 2004 were $1.3 million, or 9.5% of gross
sales, as compared to $826,000 in the third quarter of 2003, or 4.8% of gross
sales, all of which was offset against gross sales. Our market development fund
and cooperative advertising costs, promotion costs and slotting fees in the
third quarter of 2004 were $1.6 million, or 12.3% of gross sales, as compared to
$1.4 million, or 8.0% of gross sales, in the third quarter of 2003, all of which
was offset against gross sales.
Also, sales of our de-emphasized products increased by approximately
$141,000 to $1.0 million for the third quarter of 2004. A change in the
allowance for sales returns also resulted in a $364,000 adjustment causing a
decrease in sales for the third quarter of 2004 as compared to a $245,000
adjustment causing a decrease to sales for the third quarter of 2003, resulting
in a $119,000 decrease in sales in the third quarter of 2004 as compared to the
third quarter of 2003. Sales in the third quarter of 2004 were also reduced by
$285,000 for slotting fees as compared to $0 in the third quarter of 2003.
In terms of the volume of products sold and average product sales prices,
the $5.2 million decrease in net sales for the third quarter of 2004 was
comprised of a decrease in sales in the amount of $7.4 million resulting from a
decrease in the volume of products sold and $119,000 resulting from a change in
our reserves for future returns on sales. This decrease was partially offset by
an increase in sales in the amount of $2.3 million resulting from higher average
product sales prices.
Gross Profit(Loss). The decrease in gross profit of $2.4 million from $2.1
million for the third quarter of 2003 to a $352,000 gross loss for the third
quarter of 2004 is primarily due to a decline in net sales of $5.2 million,
increased sales incentives and promotion costs and an increase in our reserve
for slow-moving inventory. The decrease in gross profit as a percentage of our
net sales was primarily due to an increase in sales incentives from 4.8% of
gross sales during the third quarter of 2003 to 9.5% of gross sales during the
third quarter of 2004, and an increase in market development fund and
cooperative advertising costs, promotion costs and slotting fees from 8.0% of
gross sales during the third quarter of 2003 to 12.3% of gross sales during the
third quarter of 2004. These costs and fees increased primarily as a result of
our institution of sales incentives and marketing promotions in order to lower
the quantity of single-layer DVD recordable drives in our retail sales channels
to enable a more rapid transition to sales of double-layer DVD recordable
drives. Our direct product costs, inventory shrinkage and related freight costs
increased from 84.8% of net sales for the third quarter of 2003 to 104.2% of net
sales for the third quarter of 2004, mainly due to the increased reduction in
net sales resulting from an increase in market development fund and cooperative
advertising costs, promotion costs and slotting fees.
Our inventory reserve increased by $475,000 in the third quarter of 2004 as
compared to $75,000 in the third quarter of 2003 due to our adjustment of the
value of our slow-moving and obsolete inventory. As a result of the short life
cycles of many of our products resulting from, in part, the effects of rapid
technological change, we expect to experience additional slow-moving and
obsolete inventory charges in the future. However, we cannot predict with any
certainty the future level of these charges.
Selling, Marketing and Advertising Expenses. Selling, marketing and
advertising expenses decreased by $70,000 in the third quarter of 2004 as
28
compared to the third quarter of 2003. This decrease was primarily due to lower
commissions as a result of reduced sales volume, and reduced payroll and related
expenses due to fewer personnel and lower retailer performance charges.
General and Administrative Expenses. General and administrative expenses
increased by $91,000 in the third quarter of 2004 as compared to the third
quarter of 2003. This increase was primarily due to a $75,000 increase in legal
fees, a $60,000 increase in bad debt expense and a $58,000 increase in payroll
and related expenses. The increase in general and administrative expenses was
partially offset by a $50,000 decrease in moving expenses relating to our
relocation in September 2003 to our current facilities and a $39,000 decrease in
rent expense as we paid rent on two facilities in 2003 during our relocation to
our current facilities.
Depreciation and Amortization Expenses. The $138,000 decrease in
depreciation and amortization expenses is primarily due to accelerated
amortization during the third quarter of 2003 on our prior Santa Ana facility,
which was originally to be leased through 2010. At the beginning of 2003, we
decided to move to another facility by the end of September 2003, and
accordingly accelerated our amortization by $133,000 during the third quarter of
2003. We did not experience any accelerated amortization during the third
quarter of 2004.
Other Income (Expense). Other income (expense) increased by $19,000 in the
third quarter of 2004 as compared to the third quarter of 2003. During the third
quarter of 2004, income related to currency transactions in connection with our
sales in Canada increased by $13,000. In addition, interest expense decreased to
$38,000 in the third quarter of 2004 from $41,000 in the third quarter of 2003
due to reduced borrowings under our line of credit.
NINE MONTHS ENDED SEPTEMBER 30, 2004 (UNAUDITED) COMPARED TO NINE MONTHS ENDED
SEPTEMBER 30, 2003 (UNAUDITED)
RESULTS AS A PERCENTAGE
OF NET SALES FOR THE
DOLLAR PERCENTAGE NINE MONTHS
VARIANCE VARIANCE ENDED
NINE MONTHS ENDED ------------ --------------
SEPTEMBER 30, FAVORABLE FAVORABLE SEPTEMBER 30,
----------------------------------- ---------------
2004 2003 (UNFAVORABLE) (UNFAVORABLE) 2004 2003
---------------------- ------------ -------------- -------------- ------- ------
(in thousands)
Net sales. . . . . . . . . . . . . . $ 30,854 $ 43,344 $ (12,490) (28.8)% 100.0% 100.0%
Cost of sales. . . . . . . . . . . . 28,587 36,954 8,367 22.6 92.7 85.3
---------------------- ------------ -------------- -------------- ------- ------
Gross profit . . . . . . . . . . . . 2,267 6,390 (4,123) (64.5) 7.3 14.7
Selling, marketing and
advertising expenses. . . . . . . 847 922 75 8.1 2.8 2.1
General and administrative expenses. 4,113 5,137 1,024 19.9 13.3 11.9
Depreciation and amortization. . . . 627 1,059 432 40.8 2.0 2.4
---------------------- ------------ -------------- -------------- ------- ------
Operating loss . . . . . . . . . . . (3,320) (728) (2,592) (356.0) (10.8) (1.7)
Net interest expense . . . . . . . . (122) (196) 74 37.8 (0.4) (0.4)
Other income (expense) . . . . . . . (8) 46 (54) (117.4) - 0.1
---------------------- ------------ -------------- -------------- ------- ------
Loss from operations before
provision for income taxes . . . (3,450) (878) (2,572) (292.9) (11.2) (2.0)
Income tax provision (benefit) . . . 3 (3) (6) (200.0) - -
---------------------- ------------ -------------- -------------- ------- ------
Net loss . . . . . . . . . . . . . . $ (3,453) $ (875) $ (2,578) (294.6)% (11.2)% (2.0)%
====================== ============ ============== ============== ======= ======
Net Sales. The decrease of $12.5 million in net sales from $43.3 million
for the first nine months of 2003 to $30.8 million for the first nine months of
2004 is primarily due to the following significant factors: very short product
life-cycles that led consumers to delay purchases in anticipation of products
incorporating faster data storage and access speeds and in anticipation of rapid
product obsolescence resulting from expected future product offerings
incorporating new double-layer DVD drive technologies, the continued operation
29
of private label programs by Best Buy and the decline in sales to OfficeMax. The
decline in net sales caused by these factors was partially offset by a
substantial increase in sales to Staples.
As discussed above, we believe that the significant decline in our net
sales during the first nine months of 2004 as compared to the first nine months
of 2003, resulted in part from very short product life-cycles that led consumers
to delay purchases in anticipation of products incorporating faster drive
speeds, which allow users to more quickly store and access data. During 2004,
DVD drives of increasing speeds were introduced into the marketplace in very
rapid succession. However, during this time, we expected our DVD-based products
to experience longer product life-cycles similar in duration to the life-cycles
of our CD-based products. We believe that consumer perception of shorter product
life-cycles led consumers to delay purchases in anticipation of succeeding
products incorporating faster data storage and access speeds.
We also believe that the significant decline in our net sales during the
first nine months of 2004 as compared to the first nine months of 2003, resulted
in part from consumers deciding to delay their purchases of DVD drives in
anticipation of rapid product obsolescence resulting from expected future
product offerings incorporating new technologies. In particular, we believe that
consumers delayed their purchases of single-layer DVD drives in anticipation of
the imminent availability of double-layer DVD drives which can increase storage
capacity to up to twice the capacity of single-layer DVD drives, depending on a
user's operating system and other factors. We expected that double-layer DVD
drives would be available commencing in the fourth quarter of 2004; however, the
market's transition from single-layer to double-layer DVD drives began earlier
than expected in the third quarter of 2004, confirming what we believe were
consumer expectations regarding the imminent availability of products
incorporating double-layer DVD technology.
Another factor contributing significantly to the decline in our net sales
during the first nine m