Back to GetFilings.com



Table of Contents

 

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

(Registrant’s 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 registrant’s $.001 par value common stock outstanding.

 


 

1


Table of Contents

SONIC INNOVATIONS, INC.

TABLE OF CONTENTS

 

               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.    Management’s 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

SIGNATURE

   19

CERTIFICATIONS

   23

 

2


Table of Contents

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


Table of Contents

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


Table of Contents

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


Table of Contents

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 Company’s 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 Company’s 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


Table of Contents

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 Company’s 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 Company’s 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 Company’s 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