UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-Q
(Mark one)
| x | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended December 31, 2003
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: 72870
SONIC SOLUTIONS
(Exact name of registrant as specified in its charter)
| California | 93-0925818 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| 101 Rowland Way, Suite 110 Novato, CA | 94945 | |
| (Address of principal executive offices) | (Zip Code) | |
Registrants telephone number, including area code: (415) 893-8000
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No ¨
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Yes x No ¨
The number of outstanding shares of the registrants Common Stock on February 9, 2003, was 21,658,135.
SONIC SOLUTIONS
FORM 10-Q
For the quarterly period ended December 31, 2003
| Page | ||||
| PART I. |
FINANCIAL INFORMATION |
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| ITEM 1. |
Financial Statements |
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| Condensed Consolidated Balance Sheets as of March 31, 2003 and December 31, 2003 | 1 | |||
|
Condensed Consolidated Statements of Operations for the quarter and nine months ended December 31, 2002 and 2003 |
2 | |||
| Condensed Consolidated Statements of Cash Flows for the nine months ended December 31, 2002 and 2003 | 3 | |||
| Notes to Condensed Consolidated Financial Statements | 4 | |||
| ITEM 2. |
Managements Discussion and Analysis of Financial Condition and Results of Operations | 17 | ||
| ITEM 3. |
Quantitative and Qualitative Disclosures about Market Risk | 39 | ||
| ITEM 4. |
Controls and Procedures | 39 | ||
| PART II. |
OTHER INFORMATION |
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| ITEM 1. |
Legal Proceedings | 40 | ||
| ITEM 6. |
Exhibits and Reports on Form 8-K | 40 | ||
| Signatures | 41 | |||
i
PART I FINANCIAL INFORMATION
| ITEM 1. | CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
Sonic Solutions
Condensed Consolidated Balance Sheets
(in thousands, except per share amounts)
| 2003 |
|||||||
| March 31* |
December 31 |
||||||
| (unaudited) | |||||||
| ASSETS | |||||||
| Current Assets: |
|||||||
| Cash and cash equivalents |
$ | 9,708 | 38,930 | ||||
| Accounts receivable, net of allowance for returns and doubtful accounts of $425 and $265 at March 31, 2003 and December 31, 2003, respectively |
5,823 | 8,943 | |||||
| Inventory |
531 | 344 | |||||
| Prepaid expenses and other current assets |
869 | 1,028 | |||||
| Total current assets |
16,931 | 49,245 | |||||
| Fixed assets, net |
1,745 | 3,043 | |||||
| Purchased and internally developed software costs, net |
920 | 978 | |||||
| Goodwill |
6,715 | 6,715 | |||||
| Acquired intangibles, net |
1,345 | 943 | |||||
| Other assets |
697 | 1,432 | |||||
| Total assets |
$ | 28,353 | 62,356 | ||||
| LIABILITIES AND SHAREHOLDERS EQUITY | |||||||
| Current Liabilities: |
|||||||
| Accounts payable and accrued liabilities |
$ | 7,087 | 7,398 | ||||
| Deferred revenue and deposits |
1,840 | 4,493 | |||||
| Total current liabilities |
8,927 | 11,891 | |||||
| Commitments and contingencies |
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| Shareholders Equity: |
|||||||
| Common stock, no par value, 100,000,000 shares authorized; 18,217,317 and 21,646,986 shares issued and outstanding at March 31, 2003 and December 31, 2003, respectively |
45,765 | 70,056 | |||||
| Accumulated deficit |
(26,339 | ) | (19,591 | ) | |||
| Total shareholders equity |
19,426 | 50,465 | |||||
| Total liabilities and shareholders equity |
$ | 28,353 | 62,356 | ||||
| * | The consolidated balance sheet at March 31, 2003 has been derived from the Companys audited consolidated financial statements at that date, but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. |
See accompanying notes to condensed consolidated financial statements.
1
Sonic Solutions
Condensed Consolidated Statements of Operations
(in thousands, except per share amounts unaudited)
| Quarters Ended December 31, |
Nine Months Ended December 31, | |||||||||
| 2002 |
2003 |
2002 |
2003 | |||||||
| Net revenue |
$ | 8,379 | 14,834 | 23,251 | 39,551 | |||||
| Cost of revenue |
1,777 | 1,734 | 5,472 | 5,135 | ||||||
| Gross profit |
6,602 | 13,100 | 17,779 | 34,416 | ||||||
| Operating expenses: |
||||||||||
| Marketing and sales |
2,067 | 3,304 | 6,214 | 9,286 | ||||||
| Research and development |
2,658 | 4,986 | 6,800 | 14,007 | ||||||
| General and administrative |
730 | 1,174 | 2,309 | 3,203 | ||||||
| Total operating expenses |
5,455 | 9,464 | 15,323 | 26,496 | ||||||
| Operating income |
1,147 | 3,636 | 2,456 | 7,920 | ||||||
| Other income (expense), net |
(39 | ) | 101 | 23 | 102 | |||||
| Income before income taxes |
1,108 | 3,737 | 2,479 | 8,022 | ||||||
| Provision for income taxes |
29 | 529 | 87 | 1,274 | ||||||
| Net income |
1,079 | 3,208 | 2,392 | 6,748 | ||||||
| Dividends paid to preferred shareholders |
19 | 0 | 92 | 0 | ||||||
| Net income applicable to common shareholders |
$ | 1,060 | 3,208 | 2,300 | 6,748 | |||||
| Net income per share applicable to common shareholders |
||||||||||
| Basic |
$ | 0.06 | 0.15 | 0.14 | 0.34 | |||||
| Diluted |
$ | 0.06 | 0.13 | 0.13 | 0.29 | |||||
| Shares used in computing per share net income |
||||||||||
| Basic |
16,680 | 21,516 | 16,000 | 20,023 | ||||||
| Diluted |
19,131 | 24,770 | 18,327 | 23,277 | ||||||
See accompanying notes to condensed consolidated financial statements.
2
Sonic Solutions
Condensed Consolidated Statements of Cash Flows
(in thousands unaudited)
| Nine Months Ended December 31, |
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| 2002 |
2003 |
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| Cash flows from operating activities: |
|||||||
| Net income |
$ | 2,392 | 6,748 | ||||
| Adjustments to reconcile net loss to net cash used in operating activities: |
|||||||
| Depreciation and amortization |
1,873 | 1,521 | |||||
| Provision for returns and doubtful accounts, net of write-offs |
70 | (159 | ) | ||||
| Changes in operating assets and liabilities: |
|||||||
| Accounts receivable |
(1,566 | ) | (2,961 | ) | |||
| Inventory |
(352 | ) | 187 | ||||
| Prepaid expenses and other current assets |
(3 | ) | (159 | ) | |||
| Other assets |
(391 | ) | (735 | ) | |||
| Accounts payable and accrued liabilities |
2,006 | 311 | |||||
| Deferred revenue and deposits |
(6,481 | ) | 2,653 | ||||
| Net cash (used in ) generated by operating activities |
(2,452 | ) | 7,406 | ||||
| Cash flows from investing activities: |
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| Purchase of fixed assets |
(506 | ) | (2,077 | ) | |||
| Additions to purchased and internally developed software |
(478 | ) | (398 | ) | |||
| Cash paid for purchase of Ravisent, including transaction costs |
(2,275 | ) | 0 | ||||
| Transaction costs related to DMD acquisition |
(360 | ) | 0 | ||||
| Net cash used in investing activities |
(3,619 | ) | (2,475 | ) | |||
| Cash flows from financing activities: |
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| Proceeds from exercise of common stock options |
1,289 | 3,280 | |||||
| Proceeds from issuance of common stock |
0 | 21,011 | |||||
| Proceeds from equity line financing |
1,990 | 0 | |||||
| Payment of dividends |
(92 | ) | 0 | ||||
| Net cash generated by financing activities |
3,187 | 24,291 | |||||
| Net (decrease) increase in cash and cash equivalents |
(2,884 | ) | 29,222 | ||||
| Cash and cash equivalents, beginning of period |
11,114 | 9,708 | |||||
| Cash and cash equivalents, end of period |
$ | 8,230 | 38,930 | ||||
| Supplemental disclosure of cash flow information: |
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| Interest paid during period |
$ | 0 | 0 | ||||
| Income taxes paid during period |
$ | 4 | 49 | ||||
| Noncash financing and investing activities: |
|||||||
| Conversion of warrants to common stock |
$ | 1 | 0 | ||||
| Preferred stock issued for the purchase of DMD |
$ | 8,471 | 0 | ||||
| Conversion of preferred stock to common stock |
$ | 2,832 | 0 | ||||
See accompanying notes to condensed consolidated financial statements.
3
Sonic Solutions
Notes to Condensed Consolidated Financial Statements
(unaudited)
| (1) | Basis of Presentation |
The accompanying unaudited condensed financial statements of Sonic Solutions, referred to as we, Sonic, our or the Company, have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. However, in the opinion of management, the condensed financial statements include all adjustments, consisting of only normal, recurring adjustments, necessary for a fair statement of the results for the interim periods presented. The interim results are not necessarily indicative of results expected for a full year. These unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and related notes included in the Companys Form 10-K for the year ended March 31, 2003, filed with the Securities and Exchange Commission.
Use of Estimates and Certain Concentrations
We prepare our financial statements in conformity with U.S. generally accepted accounting principles. These accounting principles require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements. Our management is also required to make certain judgments that affect the reported amounts of revenues and expense during the reporting period. We periodically evaluate our estimates including those relating to revenue recognition, the allowance for doubtful accounts, capitalized software, and other contingencies. We base our estimates on historical experience and various other assumptions that we believe to be reasonable based on the specific circumstances, the results of which form the basis for making judgments about the carrying value of certain assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates.
We are dependent on sole-source suppliers for certain key components used in our products. We purchase these sole-source components pursuant to purchase orders placed from time to time. We do not carry significant inventories of these components, and have no guaranteed supply agreements. Any extended future interruption or limitation in the supply of any of the components obtained from a single source could have a material adverse effect on our results of operations.
Revenue Recognition
We recognize revenue in accordance with Statement of Position (SOP) 97-2, Software Revenue Recognition, as amended by SOP 98-4 Deferral of the Effective Date of a Provision of SOP 97-2, and SOP 98-9, Software Revenue Recognition, with Respect to Certain Arrangements and in certain instances in accordance with SOP 81-1, Accounting for Performance of Construction-Type and Certain Production-Type Contracts. SOP 97-2 generally requires revenue earned on software arrangements involving multiple elements such as software products, hardware, upgrades, enhancements, maintenance and support, installation and training to be allocated to each element based on the relative fair values of the elements. The fair value of an element must be based on vendor-specific objective evidence.
4
We derive our software revenue primarily from licenses of our software products, including any related hardware components, development agreements and maintenance and support. Revenue recognized from multiple-element software arrangements is allocated to each element of the arrangement based on the fair values of elements, for example, the license to use software products versus maintenance and support for the software product. The determination of fair value is based on objective evidence specific to us. Objective evidence of fair values of all elements of an arrangement is based upon our standard pricing and discounting practices for those products and services when sold separately. Objective evidence of support services is measured by annual renewal rates. SOP 98-9 requires recognition of revenue using the residual method in a multiple element arrangement when fair value does not exist for one or more of the delivered elements in the arrangement. Under the residual method, the total fair value of the undelivered element is deferred and subsequently recognized in accordance with SOP 97-2. The difference between the total software arrangement fee and the amount deferred for the undelivered elements is recognized as revenue related to the delivered elements. We record revenue on a net basis for those sales in which we have in substance acted as an agent or broker in the transaction.
Revenue from license fees is recognized when persuasive evidence of an arrangement exists (such as receipt of a signed agreement, purchase order or a royalty report), delivery of the product (including hardware) has occurred (generally F.O.B. shipping point), no significant obligations with regard to implementation remain, the fee is fixed and determinable, and collectibility is probable. In addition, royalty revenue from certain distributors that do not meet our credit standards and revenues from our distributor agreement with Daikin Industries, Ltd. are recognized upon sell-through to the end-customer. We consider all arrangements with payment terms longer than one year not to be fixed and determinable. If the fee is not fixed or determinable, revenue is recognized as payments become due from the customer.
Revenue from development agreements, whereby the development is essential to the functionality of the licensed software, is recognized over the performance period based on proportional performance. Under this method, management is required to estimate the number of hours needed to complete a particular project, and revenues and profits are recognized as the contract progresses to completion.
Deferred revenue includes amounts billed to customers for which revenues have not been recognized which results from the following: (1) deferred maintenance and support; (2) amounts billed to certain distributors for our products not yet sold through to the end-user customers; (3) amounts billed to technology customers for license and development agreements in advance of recognizing the related revenue; and (4) amounts billed to certain original equipment manufacturers (OEMs) for products which contain one or more undelivered elements.
5
| (2) | Basic and diluted income per share and pro forma information |
The following table sets forth the computations of shares and net income per share, applicable to common shareholders used in the calculation of basic and diluted net income per share for the third quarter and nine months ended December 31, 2002 and 2003 (in thousands, except per share data), respectively:
| Quarter Ended December 31, 2002 |
Quarter Ended December 31, 2003 |
Nine Months Ended December 31, 2002 |
Nine Months Ended December 31, 2003 | ||||||
| Net income |
$ | 1,079 | 3,208 | 2,392 | 6,748 | ||||
| Dividends paid to preferred shareholders |
19 | 0 | 92 | 0 | |||||
| Net income applicable to common shareholders |
$ | 1,060 | 3,208 | 2,300 | 6,748 | ||||
| Shares used in computing per share net income |
|||||||||
| Basic |
16,680 | 21,516 | 16,000 | 20,023 | |||||
| Diluted |
19,131 | 24,770 | 18,327 | 23,277 | |||||
| Net income per share applicable to common shareholders |
|||||||||
| Basic |
$ | 0.06 | 0.15 | 0.14 | |||||