<PAGE>
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: FEBRUARY 28, 1999
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For The Transition Period From To
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Commission File Number: 0-14779
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MEDIA 100 INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 04-2532613
- -------------------------------------------- ------------------------
(State or other jurisdiction of organization (I.R.S. Employer
or incorporation) Identification Number)
290 DONALD LYNCH BOULEVARD
MARLBOROUGH, MASSACHUSETTS
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(Address of principal executive offices)
01752-4748
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(Zip code)
(508) 460-1600
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(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.
Yes X No
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Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Common Stock, Par Value $.01 Per Share 8,291,023 Shares
- -------------------------------------- ------------------------------
Class Outstanding at March 31, 1999
<PAGE>
MEDIA 100 INC. AND SUBSIDIARIES
INDEX
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<TABLE>
<CAPTION>
PAGE
NUMBER
------
<S> <C>
PART I-FINANCIAL INFORMATION
ITEM 1 Consolidated Financial Statements:
Consolidated Balance Sheets as of
February 28, 1999 and November 30, 1998 3
Consolidated Statements of Operations for the three
months ended February 28, 1999 and February 28, 1998 4
Consolidated Statements of Cash Flows for the three
months ended February 28, 1999 and February 28, 1998 5
Notes to Consolidated Financial Statements 6-9
ITEM 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations 10-15
PART II-OTHER INFORMATION
ITEM 1 Legal Proceedings 16
ITEM 6 Exhibits and Reports on Form 8-K 16
SIGNATURES 17
EXHIBIT INDEX 18
</TABLE>
2
<PAGE>
PART I - FINANCIAL INFORMATION
MEDIA 100 INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands)
<TABLE>
<CAPTION>
February 28, November 30,
1999 1998
----------- ------------
(unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 3,881 $ 7,249
Marketable securities 24,719 25,185
Accounts receivable, net of allowance for doubtful
accounts of $371 in 1999 and $395 in 1998 5,712 5,372
Income tax refund receivable 280 280
Inventories 2,132 967
Prepaid expenses 843 743
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Total current assets 37,567 39,796
Equipment, net 8,189 8,363
Other assets, net 297 313
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Total assets $ 46,053 $ 48,472
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 2,109 $ 2,259
Accrued expenses 9,138 9,692
Deferred revenue 5,430 6,048
-------- --------
Total current liabilities 16,677 17,999
Commitments and contingencies (Note 8) -- --
Stockholders' equity:
Preferred stock -- --
Common stock 84 83
Capital in excess of par value 41,125 40,917
Accumulated deficit (11,287) (10,598)
Cumulative translation adjustment (113) (37)
Treasury stock, at cost (452) (163)
Unrealized holding gain on
available for sale securities 19 271
-------- --------
Total stockholders' equity 29,376 30,473
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Total liabilities and stockholders' equity $ 46,053 $ 48,472
-------- --------
-------- --------
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
3
<PAGE>
MEDIA 100 INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended
February 28,
1999 1998
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<S> <C> <C>
Net sales:
Products $10,004 $ 8,931
Services 2,135 1,590
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Total net sales 12,139 10,521
Cost of sales 4,764 4,319
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Gross profit 7,375 6,202
Operating expenses:
Research and development 3,994 2,991
Selling and marketing 3,529 3,436
General and administrative 933 940
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Total operating expenses 8,456 7,367
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Operating loss (1,081) (1,165)
Interest income 392 425
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Loss before tax provision (689) (740)
Tax provision -- 12
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Net loss $ (689) $ (752)
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Loss per share:
Basic $ (0.08) $ (0.09)
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------- -------
Diluted $ (0.08) $ (0.09)
------- -------
------- -------
Weighted average common shares outstanding:
Basic 8,294 8,232
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------- -------
Diluted 8,294 8,232
------- -------
------- -------
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
4
<PAGE>
MEDIA 100 INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended February 28,
1999 1998
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (689) $ (752)
Adjustments to reconcile net loss to net cash
(used in) provided by operating activities
Depreciation and amortization 869 602
Gain on sale of marketable securities (8) (18)
Changes in assets and liabilities
Accounts receivable (340) 772
Inventories (1,165) 38
Prepaid expenses (100) 34
Other assets 16 --
Accounts payable (150) (183)
Accrued expenses (554) 557
Deferred revenue (618) 106
-------- --------
Net cash (used in) provided by operating activities $ (2,739) $ 1,156
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of equipment, net (695) (751)
Purchases of marketable securities (12,257) (24,279)
Proceeds from sales of marketable securities 12,479 23,562
-------- --------
Net cash used in investing activities $ (473) $ (1,468)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from stock plans 209 213
Purchase of treasury stock (289) --
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Net cash (used in) provided by financing activities $ (80) $ 213
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EFFECT OF EXCHANGE RATE CHANGES ON CASH (76) (284)
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NET DECREASE IN CASH AND CASH EQUIVALENTS $ (3,368) $ (383)
CASH AND CASH EQUIVALENTS, beginning of period 7,249 4,042
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CASH AND CASH EQUIVALENTS, end of period $ 3,881 $ 3,659
-------- --------
-------- --------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for income taxes $ 1 $ 62
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-------- --------
OTHER TRANSACTIONS NOT PROVIDING (USING) CASH:
(Decrease) Increase in value of marketable securities $ (252) $ 7
-------- --------
-------- --------
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
5
<PAGE>
MEDIA 100 INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED, EXCEPT FOR NOVEMBER 30, 1998 AMOUNTS)
1. Basis of Presentation
The accompanying consolidated financial statements include the accounts of Media
100 Inc. ("the Company") and its wholly-owned subsidiaries. The interim
financial statements are unaudited. However, in the opinion of management, the
consolidated financial statements and disclosures reflect all adjustments
necessary for fair presentation. Interim results are not necessarily indicative
of results expected for a full year or for any other interim period. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to the rules and regulations of the Securities and
Exchange Commission. These consolidated condensed financial statements should be
read in conjunction with the consolidated financial statements and the notes
thereto included in the Company's latest audited financial statements, which are
included in the Company's Annual Report on Form 10-K for the fiscal year ended
November 30, 1998, filed with the Securities and Exchange Commission.
The Company's preparation of financial statements in conformity with 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 at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Media 100 Inc. develops, markets, sells and supports digital video systems that
enable a wide range of professional communicators in business, education, and
video post production to create complete, television-quality video productions
quickly, easily, and with great creative flexibility. The Company markets and
delivers its products to end users through a worldwide channel of specialized
value-added resellers that sell, assemble and install turnkey systems using high
performance personal computers, disk drives, and ancillary video equipment.
2. Principles of Consolidation
The consolidated financial statements include the Company and its subsidiaries.
All material intercompany transactions and balances have been eliminated in
consolidation.
3. Reclassifications
Certain amounts in the prior year's financial statements have been reclassified
to conform with the current year's presentation.
4. Cash Equivalents and Marketable Securities
Cash equivalents are carried at cost, which approximates market value, and have
original maturities of less than three months. Cash equivalents include money
market accounts.
The Company accounts for marketable securities in accordance with Statement of
Financial Accounting Standards No. 115, ACCOUNTING FOR CERTAIN INVESTMENTS IN
DEBT AND EQUITY SECURITIES (SFAS No. 115). Under this standard, the Company is
required to classify all investments in debt and equity securities into one or
more of the following three categories: held-to-maturity, available-for-sale or
trading. Available-for-sale securities are recorded at fair market value with
unrealized gains and losses excluded from earnings and reported to stockholders'
equity. All of the Company's marketable securities are classified as
available-for-sale.
6
<PAGE>
Marketable securities held as of February 28, 1999 and November 30, 1998 consist
of the following (in thousands):
<TABLE>
<CAPTION>
Maturity 1999 1998
<S> <C> <C> <C>
Investments available for sale:
U.S. Treasury Notes less than 1 year $ 1,534 $ 1,535
U.S. Treasury Notes 1 - 5 years 5,671 5,760
-------- --------
Total U.S. Treasury Notes 7,205 7,295
Municipal Bonds less than 1 year 2,226 3,837
Municipal Bonds 1 - 5 years 1,065 1,067
-------- --------
Total Municipal Bonds 3,291 4,904
U.S. Agency Bonds less than 1 year 3,033 4,298
U.S. Agency Bonds 1 - 5 years 4,094 4,136
-------- --------
Total U.S. Agency Bonds 7,127 8,434
Money Market Instruments less than 1 year 2,313 3,395
Corporate Obligations less than 1 year 509 516
Corporate Obligations 1 - 5 years 5,570 6,847
-------- --------
Total Corporate Obligations 6,079 7,363
Total investments available for sale 26,015 31,391
Less: cash and cash equivalents (1,296) (6,206)
-------- --------
Total marketable securities $ 24,719 $ 25,185
-------- --------
-------- --------
</TABLE>
4. Cash Equivalents and Marketable Securities (continued)
Marketable securities, excluding cash and cash equivalents of $1,296 and $6,206,
had a cost of $25,996 and $31,120, and a market value of $24,719 and $25,185 at
February 28, 1999 and November 30, 1998, respectively. To increase the carrying
amounts of the February 28, 1999 and November 30, 1998 marketable securities
portfolios to market value, an unrealized gain has been reflected as a separate
component of stockholders' equity pursuant to the provisions of SFAS No. 115.
5. Inventories
Inventories are stated at the lower of first-in, first-out (FIFO) cost or market
and consist of the following (in thousands):
<TABLE>
<CAPTION>
February 28, November 30,
1999 1998
----------- -----------
<S> <C> <C>
Raw materials $ 436 $ 230
Work-in-process 505 336
Finished goods 1,191 401
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$2,132 $ 967
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----------- -----------
</TABLE>
Work-in-process and finished goods inventories include material, labor and
manufacturing overhead. Management performs periodic reviews of inventory and
disposes of items not required by their manufacturing plan.
7
<PAGE>
6. Equipment, net
Equipment, net is stated at cost, less accumulated depreciation and
amortization, and consists of the following (in thousands):
<TABLE>
<CAPTION>
February 28, November 30,
1999 1998
----------- -----------
<S> <C> <C>
Machinery and equipment $ 7,607 $ 7,174
Purchased software 3,731 3,616
Furniture and fixtures 1,242 1,240
Vehicles -- 12
Leasehold improvements 1,548 1,482
-------- -------
$14,128 $13,524
Less accumulated depreciation and amortization 5,939 5,161
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$ 8,189 $ 8,363
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</TABLE>
7. Net Income (Loss) Per Common Share
Effective December 1, 1997, the Company adopted Statement of Financial
Accounting Standards No. 128, EARNINGS PER SHARE (SFAS No. 128). In accordance
with SFAS No. 128, basic net income (loss) per share is computed by using the
weighted-average number of common shares outstanding. Diluted income (loss) per
share is computed by using the weighted-average number of common shares
outstanding and potential common shares from the assumed exercise of options
outstanding during the period, if any, using the treasury stock method.
The following is a reconciliation of the shares used in the computation of basic
and diluted loss per share (in thousands):
<TABLE>
<CAPTION>
Three Months Ended February 28,
1999 1998
-------- --------
<S> <C> <C>
Basic net income (loss) - weighted average shares
of common stock outstanding 8,294 8,232
Effect of potential common shares - stock options
outstanding (unless antidilutive) -- --
-------- --------
Diluted net income (loss) - weighted average shares
and potential common shares outstanding 8,294 8,232
-------- --------
-------- --------
</TABLE>
Options to purchase approximately 302,000 and 652,000 weighted average shares of
common stock were outstanding at February 28, 1999 and February 28, 1998,
respectively, but were not included in the computation of diluted net income
(loss) per share as a result of their dilutive effect due to the loss available
to common shareholders.
8. Contingencies
(i) On June 7, 1995, a lawsuit was filed against the Company by Avid Technology,
Inc. ("Avid") in the United States District Court for the District of
Massachusetts. The complaint generally alleges patent infringement by the
Company arising from the manufacture, sale, and use of the Company's Media
100 products. The complaint includes requests for injunctive relief, treble
damages, interest, costs and fees. In July 1995, the Company filed an answer
and counterclaim denying any infringement and asserting that the Avid patent
in question is invalid. The Company intends to vigorously defend the
lawsuit. In addition, Avid is seeking reissue of the patent, including
claims that it asserts are broader than in the existing patent, and these
reissue proceedings remain pending before the U.S. Patent and Trademark
Office. On January 16, 1998, the court dismissed the lawsuit without
prejudice to either party moving to restore it to the docket upon completion
of all matters pending before the U.S. Patent and Trademark Office. There
can be no assurance that the Company will prevail in the lawsuit asserted by
Avid or that the expense or other effects of the lawsuit, whether or not the
Company prevails, will not have a material adverse effect on the Company's
business, operating results and financial condition.
8
<PAGE>
(ii) From time to time the Company is involved in other disputes and/or
litigation encountered in its normal course of business. The Company does
not believe that the ultimate impact of the resolution of such other
outstanding matters will have a material effect on the Company's business,
operating results or financial condition.
9. Capitalized Software Development Costs
The Company capitalizes certain computer software development costs.
Capitalization of costs commences upon establishing technological feasibility.
Capitalized costs, net of accumulated amortization, were approximately $74,000
and $89,000, respectively, as of February 28, 1999 and November 30, 1998, and
are included in other assets. These costs are amortized on a straight-line basis
over two years, which approximates the economic life of the product.
Amortization expense, included in cost of sales in the accompanying consolidated
statements of operations, was approximately $15,000 for the three months ended
February 28, 1999.
10. Income Taxes
The Company did not provide for a tax provision for the fiscal quarter ended
February 28, 1999 due to the net loss incurred in the quarter. The Company
currently believes net income generated in the current fiscal year will be
significantly offset by net operating loss carryforwards, for tax purposes, from
fiscal 1998.
11 Accrued Expenses
Accrued expenses at February 28, 1999 and November 30, 1998 consist of the
following (in thousands):
<TABLE>
<CAPTION>
February 28, November 30,
1999 1998
----------- -----------
<S> <C> <C>
Payroll and related taxes $1,295 $1,691
Accrued warranty 463 463
Accrued product development 1,300 2,220
Accrued selling and marketing 894 878
Accrued legal and other 5,186 4,440
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$9,138 $9,692
----------- -----------
----------- -----------
</TABLE>
12. Recent Accounting Pronouncements
Effective December 1, 1998, the Company adopted Statement of Financial
Accounting Standards No. 130, REPORTING COMPREHENSIVE INCOME (SFAS No. 130).
SFAS No. 130 establishes standards for the display of comprehensive income and
its components in a full set of financial statements. Comprehensive income
includes all changes in equity during a period except those resulting from the
issuance of shares of stock and distributions to shareholders. SFAS No. 130
requires that an enterprise display the components of comprehensive income for
each period presented.
The components of the Company's comprehensive income were as follows:
<TABLE>
<CAPTION>
Three months ended February 28,
1999 1998
-------- --------
<S> <C> <C>
Net loss $ (689) $ (752)
Cumulative translation adjustment (76) (284)
Unrealized holding gain (loss) on
available for sale securities (252) 7
-------- --------
Total comprehensive loss $(1,017) $(1,029)
-------- --------
-------- --------
</TABLE>
9
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Overview
Except for the historical information contained herein, the matters discussed in
this Quarterly Report on Form 10-Q are forward-looking statements based on
current expectations, and involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or achievements of
the Company, or industry results, to be materially different from those
expressed in such forward-looking statements. The risks and uncertainties
associated with such statements have been described under the heading "Certain
Factors That May Affect Future Results" in this Form 10-Q and the Company's
Annual Report on Form 10-K for the fiscal year ended November 30, 1998.
Media 100 Inc. develops, markets, sells and supports digital video systems that
enable a wide range of professional communicators in business, education, and
video post production to create complete, television-quality video productions
quickly, easily, and with great creative flexibility. The Company markets and
delivers its products to end users through a worldwide channel of specialized
value-added resellers that sell, assemble and install turnkey systems using high
performance personal computers, disk drives, and ancillary video equipment.
Results of Operations
The following table shows certain consolidated statements of operations data as
a percentage of net sales.
<TABLE>
<CAPTION>
February 28, February 28,
1999 1998
----------- ------------
<S> <C> <C>
Net sales:
Products 82.4% 84.9%
Services 17.6 15.1
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Total net sales 100.0 100.0
Cost of sales 39.2 41.1
----------- ------------
Gross profit 60.8 58.9
Operating expenses:
Research and development expenses 32.9 28.4
Selling and marketing expenses 29.1 32.7
General and administrative expenses 7.7 8.9
----------- ------------
Total operating expenses 69.7 70.0
Operating loss (8.9) (11.1)
Interest income 3.2 4.1
----------- ------------
Loss before tax provision (5.7) (7.0)
Tax provision -- 0.1
----------- ------------
Net loss (5.7)% (7.1)%
----------- ------------
----------- ------------
</TABLE>
Comparison of First Fiscal Quarter of 1999 to First Fiscal Quarter of 1998
Net sales for the fiscal quarter ended February 28, 1999 were $12,139,000, an
increase of $1,618,000, or 15.4%, from the same period a year ago. Net sales
from products for the fiscal quarter ended February 28, 1999 were $10,004,000,
an increase of 12.0% from the same period a year ago. The increase in net sales
from products is due primarily to the shipment of Media 100 Version 5.0 and a
new product, named DV Option, both of which began shipping in November 1998.
10
<PAGE>
Comparison of First Fiscal Quarter of 1999 to First Fiscal Quarter of 1998
(continued)
These initial Windows NT products, Media 100 qx and Media 100qxc, utilize Adobe
Premiere version 5.1, the newest version of the low cost video editing standard
in the industry, for their user interface. In November 1998, the Company began
shipping its new digital DV product, named DV Option. DV Option is available for
all Media 100 systems, from Media 100 le to Media 100 xr. In addition, the
Company began first customer shipments of Finish, a new family of
high-performance digital video systems for the Windows NT platform in February
1999. The product line comprises four models: Finish V20, Finish V40, Finish V60
and Finish V80, which are priced at $4,995, $9,995, $14,995 and $19,995,
respectively. Due to first customer shipments occurring late in the quarter,
Finish did not materially affect net sales for the fiscal quarter ended February
28, 1999.
Net sales from services for the fiscal quarter ended February 28, 1999 were
$2,135,000, an increase of $545,000, or 34.3%, from the same period a year ago.
The increase in net sales from services is due to new customers purchasing and
existing customers renewing their support contracts.
Gross profit for the fiscal quarter ended February 28, 1999 was 60.8% compared
to 58.9% in the comparable quarter a year ago. During the quarter, the Company
reclassified certain costs associated with its Platinum products. The Company
now classifies these as part of cost of goods sold. The change in presentation
had the affect of increasing cost of goods sold and reducing selling and
marketing expenses by the same amount. Certain amounts in the comparable period
last year have been reclassified to conform with the current year's
presentation. The increase in gross profit as a percentage of net sales is due
to the increase in the Company's Platinum Support Services, which generate
higher gross profit than products, and reductions in the cost of key component
parts used in the manufacture of the Company's hardware. The Company currently
believes it will be able to continue this trend of higher gross profit as a
percentage of net sales for the remainder of fiscal 1999 as the software and
support services content of the average system sale increases.
Operating expenses for the fiscal quarter ended February 28, 1999 were
$8,456,000, an increase of $1,089,000, or 14.8%, from the same period a year
ago. Research and development expenses for the fiscal quarter ended February 28,
1999 were $3,994,000, an increase of $1,003,000, or 33.5%, from the same period
a year ago. The majority of the increase in research and development expenses
represented costs associated with the completion of Finish, the Company's new
family of high performance digital video systems for the Windows NT Platform.
Research and development expenses decreased from the fourth quarter of 1998 by
$242,000 as the initial development of the new Windows NT products was
completed. The Company currently anticipates that research and development
expenses will continue to decrease in 1999 on a quarterly basis, both in
absolute dollars and as a percentage of sales, since the initial development of
the new Windows NT products was completed and these products were introduced to
the market. Selling and marketing expenses for the fiscal quarter ended February
28, 1999 were $3,529,000, an increase of $93,000, or 2.7%, from the same period
a year ago. As noted above, the Company has changed the manner of presentation
for costs associated with its Platinum products. The Company now classifies
these costs as part of cost of goods sold. The change in presentation had the
affect of increasing cost of goods sold and reducing selling and marketing
expenses by the same amount. Certain amounts in the comparable period last year
have been reclassified to conform with the current year's presentation. The
Company plans to increase selling and marketing expenditures modestly in dollars
terms, assuming an increase in sales, in 1999 over 1998 to support the rollout
and promotion of the new Windows NT products but believe the increase is
expected to be more than offset by the net sales generated from these products.
General and administrative expenses for the quarter ended February 28, 1999 were
$933,000, a decrease of $7,000, or .1%, from the same period a year ago. The
Company currently anticipates that its general and administrative expenses will
increase modestly, in absolute dollars, in fiscal 1999 compared to fiscal 1998
in support of the new Windows NT products.
The operating loss for the first fiscal quarter of 1999 was $1,081,000, a
decrease of $84,000, or 7.2%, from the same period a year ago. The decrease in
the operating loss for the quarter ended February 28, 1999 was due to higher net
sales significantly offset by higher operating expenses.
Interest income for the fiscal quarter ended February 28, 1999 was $392,000, or
3.2% of net sales, a decrease of $33,000, or 7.8%, from the comparable quarter a
year ago. The decrease in interest income is due to lower cash and cash
equivalents and marketable securities during the first fiscal quarter of 1999.
11
<PAGE>
Comparison of First Fiscal Quarter of 1999 to First Fiscal Quarter of 1998
(continued)
The Company did not provide for a tax provision for the fiscal quarter ended
February 28, 1999 due to the net loss incurred in the quarter. The Company
currently believes net income generated in the current fiscal year will be
significantly offset by net operating loss carryforwards, for tax purposes, from
fiscal 1998.
The net loss for the fiscal quarter ended February 28, 1999 was $689,000, or
$0.08 per share, compared to a net loss of $752,000, or $.09 per share, for the
same period a year ago.
Liquidity and Capital Resources
The Company has funded its operations to date primarily from public offerings of
equity securities and cash flows from operations. As of February 28, 1999, the
Company's principal sources of liquidity included cash and cash equivalents and
marketable securities totaling approximately $28,600,000.
In the first quarter ended February 28, 1999, cash used in operating
activities was approximately $2,739,000 compared to cash provided by
operations of approximately $1,156,000 for the same period a year ago. Cash
used in operations during the first three months of fiscal 1999 was due to
increases in accounts receivable of $ 340,000, inventory of $ 1,165,000,
prepaid expenses of $100,000 and decreases in accounts payable of $150,000,
accrued expenses of $554,000 and deferred revenue of $618,000. Net cash used
in investing activities was approximately $473,000 during the first three
months of fiscal 1999, compared to approximately $1,468,000 for the same
period a year ago. Cash used in investing activities during the three month
period ended February 28, 1999 was primarily for purchases of machinery and
equipment of approximately $695,000 and net purchases of marketable
securities of approximately $222,000. Cash used in financing activities
during the first three months of fiscal 1999 was approximately $80,000,
compared to cash provided by financing activities of $213,000 for the same
period a year ago. Cash provided by financing activities of $209,000 in the
first three months of fiscal 1999 came from proceeds from the Company's stock
plans. The Company used approximately $289,000 to repurchase Media 100 Inc.
common stock during the three month period ended February 28, 1999.
The Company believes its existing cash balance, including cash equivalents and
marketable securities will be sufficient to meet the Company's cash requirements
for at least the next twelve months.
CERTAIN FACTORS THAT MAY AFFECT FUTURE RESULTS
Except for the historical information contained herein, the matters discussed in
this Form 10-Q are forward-looking statements, and are based on current
expectations, and involve known and unknown risks, uncertainties and other
factors which may cause the actual results, performance or achievements of the
Company, or industry results, to be materially different from those expressed in
such forward-looking statements. The risks and uncertainties associated with
such statements include the following:
SIGNIFICANT FLUCTUATIONS AND UNPREDICTABILITY OF OPERATING RESULTS. The
Company's quarterly operating results may vary significantly for a number of
reasons, including new product announcements and introductions by the Company or
its competitors, changes in pricing, and the volume and timing of orders
received during the quarter. Historically a significant percentage of the
Company's net sales has resulted from orders booked and shipped during the third
month of its fiscal quarter, a substantial portion of which occur in the latter
half of that month. The Company has also in the past experienced delays in the
development of new products and enhancements, and such delays may occur in the
future. These factors make the forecasting of revenue inherently uncertain.
Additionally, a significant portion of the Company's operating expenses is
relatively fixed, and operating expense levels are based primarily on internal
expectations of future revenue. As a consequence, quarterly operating expense
levels cannot be reduced rapidly in the event that quarterly revenue levels fail
to meet internal expectations. Therefore, if quarterly revenue levels fail to
meet internal expectations, the Company's operating results would be adversely
affected.
CONCENTRATION OF SALES ON THE MACINTOSH PLATFORM. To date, a majority of the
Company's sales relate to a single family of products running on the Macintosh
platform. A decline in demand for these systems, or a failure of such systems to
maintain
12
<PAGE>
market acceptance, as a result of competition, technological change or other
factors, would have a material adverse effect on the Company's business and
operating results.
Some of the Company's products operate only on Apple Macintosh computers. Apple
Computer Inc. has suffered business and financial difficulties during the past
several years. In addition, the Company believes that the market of users of the
Company's products increasingly views Microsoft's Windows NT operating system as
an alternative platform for new digital video products. As a result of the
foregoing, there can be no assurance that resellers and customers will not delay
purchases of Apple-based products or purchase substitute products based on
non-Macintosh operating systems, the occurrence of any of which could have a
material adverse effect on the Company's business and operating results. The
Company currently anticipates significant growth in quarterly revenues of the
Company will not occur until new products based on the Windows NT platform have
been introduced by the Company and have gained market acceptance.
RAPID TECHNOLOGICAL CHANGE. The market for the Company's products is
characterized by rapidly changing technology, evolving industry standards and
frequent new product introductions. The Company's future success will depend in
part upon its ability to enhance its existing products and to introduce new
products and features in a timely manner to address customer requirements,
respond to competitive offerings, adapt to new emerging industry standards and
take advantage of new enabling technologies that could render the Company's
existing products obsolete. In this regard, the Company is developing new
products that will operate on the Windows NT platform. The Company currently
anticipates that some of these new products will become commercially available
during the first half of the Company's current fiscal year. The Company also
plans in fiscal 1999 to continue its investment in research and development,
primarily in connection with the development of new Windows NT-based hardware
and software products. Any delay or failure of the Company in developing such
additional new products or any delay or failure of such new products to achieve
market acceptance, as a result of competition, blocking proprietary rights of
third parties or other factors, could have a material adverse effect on the
Company's business and operating results.
RISKS ASSOCIATED WITH DEVELOPMENT AND INTRODUCTION OF NEW PRODUCTS. New product
announcements by the Company's competitors and by the Company itself could have
the effect of reducing customer demand for the Company's existing products. The
introduction of new or enhanced products by the Company also requires the
Company to manage the transitions from existing products. New product
introductions require the Company to devote time and resources to the training
of its sales channel in the features and target customers for such new products,
which efforts could result in less selling efforts being made by the sales
channel during such training period. New product announcements or introductions
could contribute to significant quarterly fluctuations in operating results as
orders for new products commence and orders for existing products decline.
DEPENDENCE ON PROPRIETY TECHNOLOGY. The Company's ability to compete
successfully and achieve future revenue growth will depend, in part, on its
ability to protect its proprietary technology and operate without infringing the
rights of others. The Company has in the past received, and may in the future
continue to receive, communications suggesting that its products may infringe
patents or other intellectual property rights of third parties. The Company's
policy is to investigate the factual basis of such communications and negotiate
licenses where appropriate. While it may be necessary or desirable in the future
to obtain licenses relating to one or more products, or relating to current or
future technologies, there can be no assurance that the Company will be able to
do so on commercially reasonable terms or at all. There can be no assurance that
these or other future communications can be settled on commercially reasonable
terms or that they will not result in protracted and costly litigation.
RISKS OF THIRD-PARTY CLAIMS OF INFRINGEMENT. There has been substantial industry
litigation regarding patent, trademark and other intellectual property rights
involving technology companies. In the future, litigation may be necessary to
enforce any patents issued to the Company or to enforce trade secrets,
trademarks and other intellectual property rights owned by the Company, to
defend the Company against claimed infringement of the rights of others and to
determine the scope and validity of the proprietary rights of others. For a
description of certain pending litigation instituted against the Company, see
Item III, Legal Proceedings and Note 6 to the Consolidated Financial Statements
in Form 10-K for the year ended November 30, 1998. Any such litigation could be
costly and a diversion of management's attention, which could adversely affect
the Company's business, operating results and financial condition. Adverse
determinations in any such litigation could result in the loss of the Company's
proprietary rights, subject the Company to significant liabilities, require the
Company to seek licenses from third parties or prevent the Company from
manufacturing or selling its products, any of which could adversely affect the
Company's business, operating results and financial condition.
13
<PAGE>
EMERGING MARKETS. The broadcast, post-production, business, and institution
digital video segments to which the Company is targeting its products are an
emerging market. Many of the current users in this market rely on analog video
tape processes. Digital editing alternatives are relatively new and currently
account for a small portion of this market of current users. The Company also
believes that this market includes a potential market of new users who currently
out-source their video production requirements. The Company's future growth will
depend, in part, on the rate at which existing users convert to digital editing
processes and the rate at which new users adopt digital video systems as a
communications resource. There can be no assurance that the use of digital video
products like the ones offered by the Company will expand among existing users
of alternative video production processes or the market for new users, and any
failure of the Company's products to achieve market acceptance in these markets,
as a result of competition, technological change or other factors, could have a
material adverse effect on the Company's business and operating results.
COMPETITION. The market for the Company's products is highly competitive and
characterized by pressure to reduce prices, incorporate new features and
accelerate the release of new products. A number of companies currently offer
products that compete directly or indirectly with the Company's products,
including Accom, Inc., Avid Technology, Inc., Discreet Logic Inc., FAST
Electronic GmbH, Matrox Electronic Systems Ltd., Pinnacle Systems, Inc., and
Truevision, Inc. In addition, the Company expects much larger vendors, such as
Apple Computer Inc., Matsushita Electric Industrial Company Ltd., Microsoft
Corporation, and Sony Corporation, to develop and introduce digital editing
systems that may compete with the Company's products. Many of these current and
potential competitors have greater financial, technical and marketing resources
than the Company. As a result, such competitors may be able to develop products
comparable to or superior to the Company's products, adapt more quickly than the
Company to new technologies, evolving industry standards or customer
requirements, or lower their product costs and thus be able to lower prices to
levels at which the Company could not operate profitably, the occurrence of any
of which could have a material adverse effect on the Company's business and
operating results. In this regard, the Company believes that it will continue to
experience competitive pressure to reduce prices, particularly for its high data
rate systems. The Company has historically realized higher gross profit on the
sale of its high data rate systems than its entry-level systems, and such
continued competitive pricing pressure could result in lower sales and gross
margin, which in turn could adversely affect the Company's operating results.
DEPENDENCE ON SINGLE OR LIMITED SOURCE SUPPLIERS. The Company is dependent on
single or limited source suppliers for several key components used in its
products. The availability of many of these components is dependent on the
Company's ability to provide suppliers with accurate forecasts of its future
requirements, and certain components used by the Company have been subject to
industry-wide shortages. The Company does not carry significant inventories of
these components and has no guaranteed supply arrangements with such suppliers.
There can be no assurance that the Company's inventories would be adequate to
meet the Company's production needs during any interruption of supply. The
Company's inability to develop alternative supply sources, if required, or a
reduction or stoppage in supply, could delay product shipments until new sources
of supply become available, and any such delay could adversely affect the
Company's business and operating results in any given period.
DEPENDENCE ON RESELLERS. The Company relies primarily on its worldwide network
of independent VARs to distribute and sell its products to end users. The
Company's resellers generally offer products of several different companies,
including in some cases products which are competitive with the Company's
products. In addition, many of these VARs are small organizations with limited
capital resources. There can be no assurance that the Company's resellers will
continue to purchase the Company's products or provide them with adequate levels
of support, or that the Company's efforts to expand its VAR network will be
successful, any significant failure of which could have a material adverse
effect on the Company's business and operating results.
RELIANCE ON INTERNATIONAL SALES. Sales of the Company's products outside of
North America represented approximately 44% of the Company's net sales for the
fiscal year ended November 30, 1998. International sales and operations may be
subject to risks such as the imposition of government controls, export license
requirements, restrictions on the export of critical technology, less effective
enforcement of proprietary rights; currency exchange fluctuations, generally
longer collection periods, political instability, trade restrictions, changes in
tariffs, difficulties in staffing and managing international operations,
potential insolvency of international resellers and difficulty in collecting
accounts receivable. The Company's international sales are also subject to more
seasonal fluctuation than domestic sales. In this regard, the traditional summer
vacation period, which occurs during the Company's third fiscal quarter, may
result in a decrease in sales, particularly in Europe. There can be no assurance
that these
14
<PAGE>
factors will not have an adverse effect on the Company's future international
operations and consequently, on the Company's business and operating results.
YEAR 2000 READINESS DISCLOSURE. The year 2000 issue is the potential for system
and processing failure of date-related data and the result of
computer-controlled systems using two digits rather than four to define the
applicable year. For example, computer programs that have time-sensitive
software may recognize a date using "00" as the year 1900 rather than the year
2000. This could result in system failure or miscalculations causing disruptions
of operations, including, among other things, a temporary inability to process
transactions, send invoices or engage in similar normal business activities.
To address these year 2000 issues with its major information technology
systems, the Company has initiated a program that is designed to deal with the
Company's internal management information technology systems. The activities
included in this program are intended to encompass all major categories of
information technology systems used by the Company, including manufacturing,
sales, order entry, accounting and financial reporting. The Company has spent
more than $2,500,000 over the past two years upgrading its internal management
information technology systems. The Company has substantially completed an
assessment of these information technology systems and believes that its
information technology systems are year 2000 compliant. However, the Company
utilizes third-party equipment and software that may not be year 2000 compliant.
Failure of third-party equipment or software to operate properly with regard to
the year 2000 and thereafter could require the Company to incur unanticipated
expenses to remedy any problems, which could have a material adverse effect on
the Company's business, results of operations and financial condition. The
Company may also be vulnerable to any failures by its major suppliers, service
providers and customers to remedy their own internal information technology
systems due to year 2000 issues which could, among other things, have a material
and adverse affect on the Company's supplies and orders. The Company is unable
to estimate the nature or extent of any potential adverse impact resulting from
the failure of third parties, such as suppliers, service providers and
customers, to achieve year 2000 compliance. Moreover, such third parties, even
if year 2000 compliant, could experience difficulties resulting from year 2000
issues that may affect their suppliers, service providers and customers. As a
result, although the Company does not currently anticipate that it will
experience any material shipment delays from their major product suppliers or
any material sales delays to its customers due to year 2000 issues, these third
parties may experience year 2000 problems. Any such problems could have a
material adverse affect on the Company's business, results of operations and
financial condition.
Other than the activities described above, the Company does not have and does
not plan to develop a contingency plan to address year 2000 issues. Should any
unanticipated significant year 2000 issues arise, the Company's failure to
implement such a contingency plan could have a material adverse affect on its
business, results of operations and financial condition.
To assist customers in evaluating their year 2000 issues as they may relate to
the Company's products, the Company has assessed the capability of its current
products and products no longer produced, to handle the year 2000 issue. As a
result of this assessment, the Company believes that all current products
shipping are year 2000 compliant, however, their can be no assurance that the
failure to ensure year 2000 capability for the Company's products will not have
a material adverse affect on the Company
Based on information currently available to the Company, it does not believe
that the year 2000 issues discussed above related to internal information
technology systems or products sold to customers will have a material adverse
impact on the Company's business, results of operations or financial condition;
however, it is uncertain to what extent the Company may be affected by such
matters. In addition, their can be no assurance that the failure to ensure year
2000 capability by the Company, its suppliers or other third parties will not
have a material adverse affect on the Company.
EURO CONVERSION. On January 1, 1999, 11 of the 15 member countries of the
European Union established fixed conversion rates between their existing
sovereign currencies and the euro. As of January 1, 2002, the transition to the
euro will be complete. The Company has operations within the European Union and
has prepared for the euro conversion. The Company does not expect the costs
associated with the transition to be material. The Company's functional currency
for accounting purposes is the U. S. Dollar. The overall effect of the
transition to the euro may have a material adverse affect on the Company's
business, financial condition and financial results.
DEPENDENCE ON KEY PERSONNEL. Competition for employees with the skills required
by the Company is intense in the geographic areas in which the Company's
operations are located. The Company believes that its future success will depend
on its continued ability to attract and retain qualified employees, especially
in research and development.
15
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
On June 7, 1995, a lawsuit was filed against the Company by Avid Technology,
Inc. ("Avid") in the United States District Court for the District of
Massachusetts. The complaint generally alleges patent infringement by the
Company arising from the manufacture, sale, and use of the Company's Media 100
products. The complaint includes requests for injunctive relief, treble damages,
interest, costs and fees. In July 1995, the Company filed an answer and
counterclaim denying any infringement and asserting that the Avid patent in
question is invalid. The Company intends to vigorously defend the lawsuit. In
addition, Avid is seeking reissue of the patent, including claims that it
asserts are broader than in the existing patent, and these reissue proceedings
remain pending before the U.S. Patent and Trademark Office. On January 16, 1998,
the court dismissed the lawsuit without prejudice to either party moving to
restore it to the docket upon completion of all matters pending before the U.S.
Patent and Trademark Office. There can be no assurance that the Company will
prevail in the lawsuit asserted by Avid or that the expense or other effects of
the lawsuit, whether or not the Company prevails, will not have a material
adverse effect on the Company's business, operating results and financial
condition.
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits
Exhibits required as part of this Quarterly Report on Form 10-Q are listed in
the exhibit index on page 18.
b) Reports on Form 8-K
No reports on Form 8-K have been filed during the quarter for which this report
is filed.
16
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Media 100 Inc.
Date: April 14, 1999 By:
-------------------------------
Steven D. Shea
Vice President of Finance and
Treasurer
(Principal Financial Officer)
17
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Number Description
------ -----------
<S> <C>
27 Financial Data Schedule
</TABLE>
18
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
consolidated balance sheet on Form 10-Q for the period ended February 28, 1999
and the consolidated statement of operations as found on form 10q for the three
months ended February 28, 1999.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> NOV-30-1999
<PERIOD-START> DEC-01-1998
<PERIOD-END> FEB-28-1999
<CASH> 3,881
<SECURITIES> 24,719
<RECEIVABLES> 6,083
<ALLOWANCES> 371
<INVENTORY> 2,132
<CURRENT-ASSETS> 37,567
<PP&E> 14,128
<DEPRECIATION> 5,939
<TOTAL-ASSETS> 46,053
<CURRENT-LIABILITIES> 16,677
<BONDS> 0
0
0
<COMMON> 84
<OTHER-SE> 29,292
<TOTAL-LIABILITY-AND-EQUITY> 46,053
<SALES> 12,139
<TOTAL-REVENUES> 12,139
<CGS> 4,764
<TOTAL-COSTS> 4,764
<OTHER-EXPENSES> 8,456
<LOSS-PROVISION> 2
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (689)
<INCOME-TAX> 0
<INCOME-CONTINUING> (689)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (689)
<EPS-PRIMARY> (.08)
<EPS-DILUTED> (.08)
</TABLE>
