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 MARCH 31, 2004
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File No. 000-30335
SONIC INNOVATIONS, INC.
(Exact name of registrant as specified in its charter)
| DELAWARE | 87-0494518 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
2795 East Cottonwood Parkway, Suite 660
Salt Lake City, UT 84121-7036
(Address of principal executive offices)
(801) 365-2800
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act.) .
x Yes ¨ No
As of April 29, 2004, there were 20,555,052 shares of the registrants $.001 par value common stock outstanding.
1
SONIC INNOVATIONS, INC.
| Page | ||||||
| PART I. |
FINANCIAL INFORMATION | |||||
| ITEM 1. | Unaudited Condensed Consolidated Financial Statements: | |||||
| Condensed Consolidated Balance Sheets as of March 31, 2004 and December 31, 2003 | 3 | |||||
| Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2004 and 2003 | 4 | |||||
| Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2004 and 2003 | 5 | |||||
| Notes to Condensed Consolidated Financial Statements | 6 | |||||
| ITEM 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations | 11 | ||||
| ITEM 3. | Quantitative and Qualitative Disclosures about Market Risks | 18 | ||||
| ITEM 4. | Controls and Procedures | 19 | ||||
| PART II. |
OTHER INFORMATION | |||||
| ITEM 1. | Legal Proceedings | 19 | ||||
| ITEM 6. | Exhibits and Reports on Form 8-K | 19 | ||||
| 19 | ||||||
| CERTIFICATIONS |
23 | |||||
2
PART I FINANCIAL INFORMATION
| ITEM 1. | UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
SONIC INNOVATIONS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
(unaudited)
| March 31, 2004 |
December 31, 2003 |
|||||||
| ASSETS |
||||||||
| Current assets: |
||||||||
| Cash and cash equivalents |
$ | 9,373 | $ | 8,630 | ||||
| Marketable securities |
8,065 | 8,565 | ||||||
| Restricted cash, cash equivalents and marketable securities |
5,709 | 5,989 | ||||||
| Accounts receivable, net |
16,927 | 16,232 | ||||||
| Inventories |
8,610 | 9,361 | ||||||
| Prepaid expenses and other |
3,089 | 2,492 | ||||||
| Receivable from insurance company |
7,000 | 7,000 | ||||||
| Total current assets |
58,773 | 58,269 | ||||||
| Long-term marketable securities |
5,066 | 4,165 | ||||||
| Restricted long-term marketable securities |
6,180 | 5,863 | ||||||
| Property and equipment, net |
7,012 | 6,493 | ||||||
| Goodwill and indefinite-lived intangible assets |
26,577 | 26,972 | ||||||
| Definite lived intangible assets, net |
3,306 | 3,529 | ||||||
| Other assets |
1,478 | 1,705 | ||||||
| Total assets |
$ | 108,392 | $ | 106,996 | ||||
| LIABILITIES AND SHAREHOLDERS EQUITY |
||||||||
| Current liabilities: |
||||||||
| Current portion of loan payable |
$ | 1,217 | $ | 1,255 | ||||
| Payable for settlement of lawsuit |
7,000 | 7,000 | ||||||
| Accounts payable |
7,163 | 7,830 | ||||||
| Accrued payroll and related expenses |
3,304 | 3,166 | ||||||
| Accrued warranty |
4,072 | 4,115 | ||||||
| Deferred revenue |
3,120 | 2,773 | ||||||
| Other accrued expenses |
3,905 | 3,784 | ||||||
| Total current liabilities |
29,781 | 29,923 | ||||||
| Loan payable, net of current portion |
7,304 | 7,845 | ||||||
| Deferred revenue, net of current portion |
2,780 | 3,058 | ||||||
| Other liabilities |
895 | 1,117 | ||||||
| Total liabilities |
40,760 | 41,943 | ||||||
| Shareholders equity: |
||||||||
| Common stock |
21 | 21 | ||||||
| Additional paid-in capital |
116,007 | 114,685 | ||||||
| Deferred stock-based compensation |
(29 | ) | (36 | ) | ||||
| Accumulated deficit |
(49,620 | ) | (51,208 | ) | ||||
| Accumulated other comprehensive income |
5,026 | 5,364 | ||||||
| Treasury stock, at cost |
(3,773 | ) | (3,773 | ) | ||||
| Total shareholders equity |
67,632 | 65,053 | ||||||
| Total liabilities and shareholders equity |
$ | 108,392 | $ | 106,996 | ||||
See accompanying notes to condensed consolidated financial statements.
3
SONIC INNOVATIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
| Three months ended March 31, |
||||||||
| 2004 |
2003 |
|||||||
| Net sales |
$ | 26,306 | $ | 17,014 | ||||
| Cost of sales |
11,729 | 7,797 | ||||||
| Gross profit |
14,577 | 9,217 | ||||||
| Selling, general and administrative expense |
10,044 | 8,003 | ||||||
| Research and development expense |
2,554 | 2,493 | ||||||
| Operating profit (loss) |
1,979 | (1,279 | ) | |||||
| Other income (expense) |
(49 | ) | 557 | |||||
| Income (loss) before income taxes |
1,930 | (722 | ) | |||||
| Provision for income taxes |
342 | 124 | ||||||
| Net income (loss) |
$ | 1,588 | $ | (846 | ) | |||
| Earnings (loss) per common share: |
||||||||
| Basic |
$ | 0.08 | $ | (0.04 | ) | |||
| Diluted |
$ | 0.07 | $ | (0.04 | ) | |||
| Weighted average number of common shares outstanding: |
||||||||
| Basic |
20,408 | 19,824 | ||||||
| Diluted |
22,790 | 19,824 | ||||||
See accompanying notes to condensed consolidated financial statements.
4
SONIC INNOVATIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
| Three months ended March 31, |
||||||||
| 2004 |
2003 |
|||||||
| Cash flows from operating activities: |
||||||||
| Net income (loss) |
$ | 1,588 | $ | (846 | ) | |||
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: |
||||||||
| Depreciation and amortization |
810 | 570 | ||||||
| Stock-based compensation |
7 | 43 | ||||||
| Foreign currency losses (gains) |
43 | (384 | ) | |||||
| Changes in assets and liabilities, excluding the effect of acquisitions: |
||||||||
| Accounts receivable, net |
(1,005 | ) | (168 | ) | ||||
| Inventories |
596 | (69 | ) | |||||
| Prepaid expenses and other |
(976 | ) | (351 | ) | ||||
| Other assets |
411 | 46 | ||||||
| Accounts payable, accrued expenses and deferred revenue |
(156 | ) | 411 | |||||
| Net cash provided by (used in) operating activities |
1,318 | (748 | ) | |||||
| Cash flows from investing activities: |
||||||||
| Acquisition related payments |
| (388 | ) | |||||
| Purchases of property and equipment |
(1,181 | ) | (279 | ) | ||||
| Investments and advances, net |
148 | (380 | ) | |||||
| Proceeds from (purchases of) marketable securities, net |
(401 | ) | 7,436 | |||||
| Net cash provided by (used in) investing activities |
(1,434 | ) | 6,389 | |||||
| Cash flows from financing activities: |
||||||||
| Principal payments on long-term obligations |
(312 | ) | (72 | ) | ||||
| Increase in restricted cash, cash equivalents and marketable securities |
(37 | ) | | |||||
| Proceeds from exercise of stock options |
1,322 | 27 | ||||||
| Net cash provided by (used in) financing activities |
973 | (45 | ) | |||||
| Effect of exchange rate changes on cash and cash equivalents |
(114 | ) | 85 | |||||
| Net increase in cash and cash equivalents |
743 | 5,681 | ||||||
| Cash and cash equivalents, beginning of the period |
8,630 | 13,690 | ||||||
| Cash and cash equivalents, end of the period |
$ | 9,373 | $ | 19,371 | ||||
| Supplemental cash flow information: |
||||||||
| Cash paid for interest |
$ | 74 | $ | 1 | ||||
| Cash paid for income taxes |
209 | 10 | ||||||
See accompanying notes to condensed consolidated financial statements.
5
SONIC INNOVATIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share data)
(unaudited)
| 1. | BASIS OF PRESENTATION |
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. The results of operations for the three months ended March 31, 2004 are not necessarily indicative of results that may be expected for the full year ending December 31, 2004. For further information, refer to the consolidated financial statements and footnotes thereto included in the Companys Annual Report on Form 10-K for the year ended December 31, 2003 as filed with the Securities and Exchange Commission.
Principles of Consolidation. The consolidated financial statements include the accounts of Sonic Innovations, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions are eliminated in consolidation.
Use of Estimates. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Among the significant estimates affecting the financial statements are those related to doubtful accounts, sales returns, inventory obsolescence, long-lived asset impairment, warranty and deferred income tax asset valuation allowances. Actual results could differ from those estimates.
Revenue Recognition. Sales are recognized when (i) products are shipped, except for retail sales in Australia and Germany, which are recognized upon acceptance by the hearing impaired consumer, (ii) persuasive evidence of an arrangement exists, (iii) title and risk of loss has transferred, (iv) the price is fixed and determinable, (v) contractual obligations have been satisfied and (vi) collectability is reasonably assured. Net sales consist of product sales less provisions for sales returns, which are made at the time of sale. The Company generally has a 60-day return policy and provisions for sales returns are reflected as reductions of sales. Changes in the Companys allowance for sales returns were as follows:
| As of March 31, |
||||||||
| 2004 |
2003 |
|||||||
| Balance, beginning of period |
$ | 3,487 | $ | 2,629 | ||||
| Provisions |
3,151 | 3,943 | ||||||
| Returns processed |
(3,487 | ) | (3,616 | ) | ||||
| Balance, end of period |
$ | 3,151 | $ | 2,956 | ||||
Revenues related to sales of separately priced extended service contracts are deferred and recognized on a straight-line basis over the contractual periods, which range from one to five years.
6
Warranty Costs. The Company provides for the cost of remaking and repairing products under warranty at the time of sale. These costs are included in cost of sales. Warranty periods range from one to three years. The Company analyzes the amount of historical warranty by geography, product family and model, as appropriate, when evaluating the adequacy of the reserve. Because of the length of the warranty period, adjustments to the originally recorded provisions may be necessary from time to time. Changes in the Companys warranty accrual were as follows:
| As of March 31, |
||||||||
| 2004 |
2003 |
|||||||
| Balance, beginning of period |
$ | 4,115 | $ | 3,601 | ||||
| Provisions |
989 | 717 | ||||||
| Actual expenditures |
(1,032 | ) | (720 | ) | ||||
| Balance, end of period |
$ | 4,072 | $ | 3,598 | ||||
Derivative Instruments. The Company enters into readily marketable forward contracts and options with financial institutions to help reduce the exposure to certain foreign currency fluctuations. The Company does not enter into these agreements for trading or speculation purposes. Gains and losses on the contracts are included in other income (expense) in the statements of operations and offset foreign currency transaction gains and losses recognized on the revaluation of intercompany accounts. The Company entered into a forward contract on March 31, 2004 for 3,425 Australian dollars, which expires on June 30, 2004.
Reclassifications. Certain prior year amounts in the consolidated financial statements have been reclassified to conform with the current year presentation. These reclassifications did not impact previously reported total assets, liabilities, shareholders equity or net income (loss).
Marketable Securities. The Company designates the classification of its marketable securities at the time of purchase and re-evaluates this designation as of each balance sheet date. As of March 31, 2004 and December 31, 2003, the Companys investment portfolio consisted of corporate debt securities classified as held-to-maturity and was presented at its amortized cost, which approximated market value. The amortized cost of corporate debt securities is adjusted for amortization of premiums and accretion of discounts to maturity. A decline in the market value below cost that is deemed other than temporary is charged to results of operations resulting in the establishment of a new cost basis.
Comprehensive Income (Loss). The Company computes comprehensive income (loss) in accordance with Statement of Financial Accounting Standards (SFAS) No. 130, Reporting Comprehensive Income. The Companys comprehensive income (loss) consisted of net income (loss) plus changes in foreign currency translation adjustments, which were not adjusted for income taxes as they relate to specific indefinite investments in such subsidiaries, as follows:
| Three months ended March 31, |
||||||||
| 2004 |
2003 |
|||||||
| Net income (loss) |
$ | 1,588 | $ | (846 | ) | |||
| Foreign currency translation adjustments | ||||||||