FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(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, 1995
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 No. 2-331855
Go-Video, Inc.
--------------
(Exact name of registrant as specified in its charter)
Delaware 86-0492122
- ------------------------ ----------
(State of Incorporation) (IRS E.I.N.)
7835 East McClain Drive, Scottsdale, Arizona 85260
- --------------------------------------------- -----
(Address of principal executive offices) (Zip code)
(602) 998-3400
--------------
(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
----- -----
11,331,012 shares of Common Stock were outstanding as of February 9, 1996
<PAGE>
GO-VIDEO, INC.
INDEX
Page No.
Part I. FINANCIAL INFORMATION
Consolidated Balance Sheets --
At December 31, 1995 and March 31, 1995 3
Consolidated Statements of Operations --
Three and Nine months ended December 31, 1995
and 1994 4
Consolidated Statements of Cash Flows --
Nine months ended December 31, 1995 and 1994 5-6
Notes to Consolidated Financial Statements -- 7-8
Management's Discussion and Analysis of Results
of Operations and Financial Condition 9-12
Part II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 13
Signatures S-1
2
<PAGE>
<TABLE>
GO-VIDEO, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
---------------------------
<CAPTION>
ASSETS December 31, March 31,
1995 1995
------------ ------------
(unaudited)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents 160,199 166,819
Receivables - less allowance for doubtful accounts of
$133,000 and $130,000, respectively 3,054,113 4,634,330
Inventories 9,523,332 5,146,808
Prepaid expenses and other assets 103,922 87,277
------------ ------------
Total current assets 12,841,566 10,035,234
------------ ------------
EQUIPMENT AND IMPROVEMENTS:
Furniture, fixtures & equipment 286,723 244,179
Leasehold improvements 101,138 30,557
Office equipment 404,208 344,985
Tooling 943,220 947,472
------------ ------------
Total 1,735,289 1,567,193
Less accumulated depreciation and amortization 950,521 1,374,063
------------ ------------
Equipment and improvements - net 784,768 193,130
------------ ------------
DUAL-DECK VCR PATENTS, net of amortization of $38,143
and $33,053 respectively 77,245 82,335
GOODWILL, net of amortization of $12,785 157,678 0
OTHER ASSETS, net of amortization $453,821 and
$389,774, respectively 195,851 189,498
------------ ------------
TOTAL $ 14,057,108 $ 10,500,197
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 2,515,160 $ 780,547
Accrued expenses 334,304 397,027
Other current liabilities 367,004 237,545
Warranty reserve - current 176,000 118,000
Line of credit 3,802,141 1,650,892
------------ ------------
Total current liabilities 7,194,609 3,184,011
------------ ------------
WARRANTY RESERVE - Long-term 5,000 5,000
DEFERRED RENT 0 1,245
------------ ------------
Total liabilities 7,199,609 3,190,256
------------ ------------
STOCKHOLDERS' EQUITY:
Common stock $.001 par value - authorized, 50,000,000 shares;
issued and outstanding, 11,331,012 and
11,273,012 shares, respectively 11,331 11,273
Additional capital 18,910,312 18,780,762
Accumulated deficit (12,064,144) (11,482,094)
------------ ------------
Total stockholders' equity 6,857,499 7,309,941
------------ ------------
TOTAL $ 14,057,108 $ 10,500,197
============ ============
</TABLE>
See notes to consolidated financial statements.
3
<PAGE>
<TABLE>
GO-VIDEO, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF OPERATIONS
------------------------------------
(unaudited)
<CAPTION>
For The Three For The Nine
Months Ended December 31, Months Ended December 31,
---------------------------- ----------------------------
1995 1994 1995 1994
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
SALES $ 11,435,206 $ 10,954,067 $ 27,544,911 $ 30,843,959
COST OF SALES 9,062,896 8,953,744 21,993,758 25,170,682
------------ ------------ ------------ ------------
Gross profit 2,372,310 2,000,323 5,551,153 5,673,277
------------ ------------ ------------ ------------
OTHER OPERATING COSTS:
Sales and marketing 1,240,030 1,042,382 3,204,386 2,466,145
Research and development 164,666 145,612 479,100 351,742
General and administrative 631,815 541,745 1,966,652 1,467,343
------------ ------------ ------------ ------------
Total other operating costs 2,036,511 1,729,739 5,650,138 4,285,230
------------ ------------ ------------ ------------
Operating income (loss) 335,799 270,584 (98,985) 1,388,047
------------ ------------ ------------ ------------
OTHER (EXPENSE) REVENUES:
Interest income 751 1,937 2,521 18,091
Interest expense (250,128) (177,087) (483,320) (477,955)
Other (10,017) 25,830 (2,266) 10,925
------------ ------------ ------------ ------------
Total other expense-net (259,394) (149,320) (483,065) (448,939)
------------ ------------ ------------ ------------
INCOME (LOSS) BEFORE INCOME
TAXES 76,405 121,264 (582,050) 939,108
PROVISION FOR INCOME TAXES 0 10,000 0 10,000
------------ ------------ ------------ ------------
NET INCOME (LOSS) $ 76,405 $ 111,264 $ (582.050) $ 929,108
============ ============ ============ ============
NET INCOME (LOSS) PER
COMMON SHARE $ 0.01 $ 0.01 $ (0.05) $ 0.08
============ ============ ============ ============
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING 11,307,860 11,138,501 11,295,408 11,101,542
============ ============ ============ ============
</TABLE>
See notes to consolidated financial statements.
4
<PAGE>
<TABLE>
GO-VIDEO, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------
(unaudited)
<CAPTION>
For the Nine
Months Ended December 31,
--------------------------
1995 1994
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income $ (582,050) $ 929,108
Adjustments to reconcile net income
to net cash used in operating activities:
Depreciation and amortization 609,442 293,747
Provision for doubtful accounts (3,005) 22,000
Change in operating assets and liabilities-net
of effect of acquisition:
Receivables 1,649,188 629,028
Inventories (4,217,602) (5,188,893)
Prepaid expenses and other assets (16,645) (79,664)
Other assets 15,100 (19,227)
Accounts payable 1,655,042 592,233
Accrued expenses (71,558) (21,910)
Other current liabilities 114,059 (48,572)
Warranty reserve 58,000 (82,150)
Other liabilities (1,245) (12,449)
Income tax payable 0 10,000
----------- -----------
Net cash used in operating activities (791,274) (2,976,749)
----------- -----------
INVESTING ACTIVITIES:
Equipment, improvement, and tooling expenditures (1,109,832) (50,162)
Cash acquired from acquisition 39,951 0
----------- -----------
Net cash used in investing activities (1,069,881) (50,162)
----------- -----------
FINANCING ACTIVITIES:
Proceeds from issuance of common stock 45,600 56,735
Net borrowings under line of credit 2,151,249 2,879,008
Payment of financing costs (85,000) (50,000)
Payment of debt assumed in acquisition (257,314) 0
----------- -----------
Net cash provided by financing activities 1,854,535 2,885,743
----------- -----------
NET (DECREASE) INCREASE IN CASH
AND CASH EQUIVALENTS (6,620) (141,168)
CASH AND CASH EQUIVALENTS, beginning of period 166,819 235,432
----------- -----------
CASH AND CASH EQUIVALENTS, end of period $ 160,199 $ 94,264
=========== ===========
SUPPLEMENTAL INFORMATION TO CASH FLOW
STATEMENT:
Interest paid $ 483,320 $ 477,955
=========== =============
</TABLE>
(Continued)
5
<PAGE>
<TABLE>
GO-VIDEO, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
<CAPTION>
For the Nine
Months Ended December 31,
-------------------------
1995 1994
----------- -----------
<S> <C> <C>
SUPPLEMENTAL DISCLOSURE OF NONCASH
INVESTING AND FINANCING ACTIVITIES:
In connection with the acquisition, liabilities were
assumed as follows:
Liabilities assumed $ 361,120 $ 0
Fair value of assets acquired, including $39,951 ----------- -----------
in cash $ 190,657 $ 0
----------- -----------
Excess of cost over fair value of assets acquired $ 170,463 $ 0
=========== ===========
</TABLE>
6
<PAGE>
GO-VIDEO, INC. AND SUBSIDIARY
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------------------
GENERAL
In the opinion of the Company, the accompanying unaudited consolidated financial
statements contain all adjustments (consisting of normal reoccurring accruals)
necessary to present fairly the financial position of the Company and the
results of its operations and changes in its financial position for the periods
reported. The results of operations for interim periods are not necessarily
indicative of the results to be expected for the entire year.
Inventories at December 31, 1995, consisted of $512,532 of raw materials and
service parts and $9,010,800 of finished goods.
Goodwill of approximately $170,000 resulting from the acquisition of the
Company's Security Products Division is being amortized on the straight line
basis over ten years.
The Company is engaged in one business segment, the design, development,
marketing and licensing of electronic video communication products. The
Company's current primary focus is the design, marketing, sale, and distribution
of several models of its Dual-Deck(TM) videocassette recorder. Sales to two
customers totaled 10% or more of net sales for the nine months ended December
31, 1995. Sales to Circuit City Stores and Thorn America were $3,456,836, and
$2,860,257 respectively for the nine month period ended December 31, 1995.
Accounts receivable from these customers at December 31, 1995 were $781,667 and
$32,624 respectively.
Certain reclassifications have been made to the prior financial statements to
conform to the current year classifications.
The Company adopted Statement of Financial Accounting Standards (SFAS) No. 109,
"Accounting for Income Taxes", effective August 1, 1993. This statement
supersedes "Accounting Principles Board Opinion No. 11" which has been utilized
by the Company in prior periods. The Company recorded a net deferred tax asset
of $7,629,000. This amount has been completely offset by a valuation allowance.
Deferred income taxes reflect the net tax effects of (a) temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes, and (b) operating loss
and tax credit carryforwards. The tax effects of significant items comprising
the Company's net deferred tax asset as of December 31, 1995 are as follows:
7
<PAGE>
Deferred Tax Assets:
Differences between book & tax
basis of property $ 210,000
Reserves not currently deductible 268,000
Operating loss carryforwards 6,877,000
Contribution carryforwards 6,000
Tax credit carryforwards 189,000
Other intangibles 79,000
----------
Tax Asset net of liability 7,629,000
Valuation Allowance (7,629,000)
----------
Net Deferred Asset $ -0-
==========
The information presented within the financial statements should be read in
conjunction with the Company's audited Financial Statements for the eight month
transition period ended March 31, 1995 and the fiscal year ended July 31, 1994
and "Management's Discussion and Analysis of Financial Condition and Results of
Operations" from the 1995 Transition Report on Form 10-K.
8
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Results of Operations
Three months ended December 31, 1995 compared with the three months ended
- --------------------------------------------------------------------------------
December 31, 1994:
- -----------------
Net sales increased 4.4% to $11.4 million during the three months ended December
31, 1995 from $11.0 million during the three months ended December 31, 1994. The
increase in net sales was primarily due to a 29.6% increase in net units sold
for the three months ended December 31, 1995 compared to the three months ended
December 31, 1994, offset in part by a 19.4% decrease in average revenue per
unit for the same two periods. The increase in net unit sales is primarily due
to purchases of the Company's price leader model of its GV40xx series by a new
customer during the three months ended December 31, 1995. The decrease in the
average revenue per unit was primarily due to the Company's product sales mix
for the three months ended December 31, 1995 which included a high percentage of
the less expensive price leader model of the GV40xx series and an overall
decrease in the per unit selling price of the GV40xx series from the GV30xx
series which was discontinued in the second quarter of the current fiscal year.
Net sales of the Company's Security Products Division, which was acquired in
April 1995, were less than 3% of total net sales for the three months ending
December 31, 1995.
Gross profit was $2.4 million and $2.0 million for the three months ended
December 31, 1995 and 1994, respectively, representing a 19% increase in gross
profit dollars. Gross profit as a percentage of net sales increased to 20.7% for
the three month period ended December 31, 1995 compared to 18.3% for the three
months ended December 31, 1994. The increase in gross profit as a percentage of
sales is primarily due to the increased profit margins realized on the GV40xx
series.
Sales and marketing expenses increased 19.0% to $1.2 million for the three
months ended December 31, 1995 compared to $1.0 million for the three months
ended December 31, 1994. As a percentage of sales, sales and marketing expenses
increased from 9.5% in the three months ended December 31, 1994, to 10.8% in the
three months ended December 31, 1995. The increase in sales and marketing
expenses as a percentage of sales is primarily due to expenses incurred in
marketing the Company's new line of Security Products.
Research and development expenses increased 13.1% to $0.2 million for the three
months ended December 31, 1995 from $0.1 million for the three months ended
December 31, 1994. The increase in research and development expenses is due
primarily to costs incurred in connection with the Company's development of a
new line of Dual-Deck VCRs and of a prototype LCD projection television.
General and administrative expenses increased 16.6% to $0.6 million for the
three months ended December 31, 1995 from $0.5 million for the three months
ended December 31, 1994. As a percentage of net sales, general and
administrative expense increased from 4.9% for the three months ended December
31, 1994 to 5.5% for the three months ended December 31, 1995. The increase in
general and administrative expense is primarily due to increased consulting fees
related to the implementation of the Company's corporate strategy and
compensation expense recorded by the Company relating to a Separation Agreement
for an executive officer.
As a result of the above, the Company recorded an operating profit of $335,799
for the three months ended December 31, 1995 compared with an operating profit
of $270,584 for the three months ended December 31, 1994. The Company recorded
net other expense of $259,394 for the three months ended December 31, 1995
compared with net other expense of $149,320 for the same period of the prior
year. The increase in net other expense was primarily due to increased interest
expense caused by an increase in the average daily loans outstanding and an
increase in the average interest rate on loans caused by increases in the prime
rate over the earlier period.
Net income for the three months ended December 31, 1995 was $76,405 compared
with net income of $121,264
9
<PAGE>
for the three months ended December 31, 1994. The Company did not recognize an
income tax benefit for the three months ended December 31, 1995 due to recording
a valuation allowance to offset the potential tax benefit of the losses. The
Company recorded a provision for income taxes of $10,000 for the three months
ended December 31, 1995, representing its then estimated Alternative Minimum Tax
liability.
Nine months ended December 31, 1995 compared with the nine months ended December
- --------------------------------------------------------------------------------
31, 1994:
- --------
Net sales decreased 10.7% to $27.5 million during the nine months ended December
31, 1995 from $30.8 million during the nine months ended December 31, 1994. The
decline in net sales was primarily due to a decrease in average revenue per unit
by 10.7% from the nine months ended December 31, 1994 to the nine months ended
December 31, 1995. Additionally, the comparative period of the prior year
includes revenue from a one-time royalty payment related to an 8mm-to-VHS
Dual-Deck license. Net sales of the Company's Security Products Division, which
was acquired in April 1995, were less than 3% of total net sales for the nine
months ending December 31, 1995.
Gross profit was $5.6 million and $5.7 million for the nine months ended
December 31, 1995 and 1994, respectively, representing a 2.2% decrease in gross
profit dollars. Gross profit as a percentage of net sales increased to 20.2% for
the nine month period ended December 31, 1995 compared to 18.4% for the nine
months ended December 31, 1994. Average cost of sales per unit decreased 12.6%
for the nine months ended December 31, 1995 compared to the same period of the
prior year. The increase in gross profit as a percentage of sales is primarily
due to the increased profit margins realized on the GV40xx series.
Sales and marketing expenses increased 29.9% to $3.2 million for the nine months
ended December 31, 1995 compared to $2.5 million for the nine months ended
December 31, 1994. As a percentage of sales, sales and marketing expenses
increased from 8.0% in the nine months ended December 31, 1994, to 11.6% in the
nine months ended December 31, 1995. The increase in sales and marketing
expenses as a percentage of sales is primarily due to expenses incurred in
marketing the Company's new line of Security Products.
Research and development expenses increased 36.2% to $0.5 million for the nine
months ended December 31, 1995 from $0.4 million for the nine months ended
December 31, 1994. The increase in research and development expenses is due
primarily to costs incurred in connection with the Company's development of a
new line of Dual- Deck VCRs and a prototype of a LCD projection television.
General and administrative expenses increased 34.0% to $2.0 million for the nine
months ended December 31, 1995 from $1.5 million for the nine months ended
December 31, 1994. As a percentage of net sales, general and administrative
expense increased from 4.8% for the nine months ended December 31, 1994 to 7.1%
for the nine months ended December 31, 1995. The increase in general and
administrative expense is primarily due to compensation expense recorded by the
Company relating to a Separation Agreement for an executive officer and
increased consulting fees related to the implementation of its corporate
strategy.
As a result of the above, the Company recorded an operating loss of $98,985 for
the nine months ended December 31, 1995 compared with an operating profit of
$1,388,047 for the nine months ended December 31, 1994. The Company recorded net
other expense of $483,065 for the nine months ended December 31, 1995 compared
with net other expense of $448,939 for the same period of the prior year.
The net loss for the nine months ended December 31, 1995 was $582,050 compared
with net income of $939,108 for the nine months ended December 31, 1994. The
Company did not recognize an income tax benefit for the nine months ended
December 31, 1995 due to recording a valuation allowance to offset the potential
tax benefit of the losses. The Company recorded a provision for income taxes of
$10,000 for the nine months ended December 31, 1995, representing its then
Alternative Minimum Tax liability.
10
<PAGE>
Seasonality
- -----------
Seasonal factors common to consumer electronics products also affect the
Company's sales levels. Accordingly, the Company expects to experience peaks in
its sales during the holiday selling season, which primarily occurs during the
Company's third fiscal quarter.
Capital Resources and Liquidity
- -------------------------------
Net cash used in operating activities was $0.8 million and $3.0 million for the
nine months ended December 31, 1995 and 1994 respectively. The more significant
factors comprising the net cash used were a $4.2 million increase in inventory
and a net loss of $0.6 million offset in part by an increase in accounts payable
of $1.7 million and a decrease in accounts receivable of $1.6 million.
The increase in the inventory balances from March 31, 1995 to December 31, 1995
was primarily due to inventory ordered for the Christmas selling season and
lower than expected sales in December 1995. The decrease in the receivable
balance from March 31, 1995 to December 31, 1995 was primarily due to lower than
expected sales during the last month of the nine month period ending December
31, 1995 as the Company's average collection experience has generally remained
consistent.
The Company had working capital of $5.6 million and $6.9 million at December 31,
1995 and March 31, 1995 respectively. At December 31, 1995, the Company's
current ratio (the ratio of current assets to current liabilities) was 1.8 to 1.
Samsung requires the Company, thirty days prior to order shipment, to post a
letter of credit for the full amount of an order of Dual-Deck VCRs. The letters
of credit are drawn thirty days after shipment of the product, which in turn is
generally sold on open account. The Company's sales seasonality requires
incremental working capital for investment primarily in inventories and
receivables during its peak selling season. The primary source of funds over the
nine months ended December 31, 1995 has been borrowings under the Company's line
of credit. The financing agreement was entered into in October 1992 and was
amended in May 1993, November 1993, August 1994, and August 1995. The maximum
line of credit, as amended, is $14,000,000, limited by specific inventory and
receivable balances used as a borrowing base, and provides for cash loans,
letters of credit, and acceptances. The agreement, as amended, has a term of
four years, with an origination fee of 1%, an annual facility fee of 0.5%, a
non-use fee of 1/4%, and a prepayment (if applicable) fee of 1%. Loans are
priced at prime plus 2 1/2%. The lender is collateralized by all assets of the
Company. The unused and available line of credit at December 31, 1995 was
$1,041,307. The Company has capitalized $512,155 of closing costs related to the
origination and amendment of the financing agreement. These costs are being
amortized over the term of the agreement. Management believes its current
financial resources to be adequate to support current operations over the next
twelve months. Management believes that additional financing through debt or
equity may be required to expand the Company's existing business and to support
the recently announced LCD projection television project and other product lines
currently being considered. No final determination as to the form and amount of
such financing has yet been made and there is no assurance that such financing,
when required, would be available on terms favorable to the Company.
The Company has entered into a Manufacturing Agreement with Shintom Co., Ltd,
and Talk Corporation, both Japanese corporations to develop a new line of
VHS/VHS Dual Deck VCRs. Based on prior experience with the development of
similar product lines, the Company anticipates that it will incur approximately
$0.5 million of expenditures for tooling and hardware to bring the product to
production over a remaining development time frame of six to nine months and
that such expenditures can be met using the Company's current resources.
As previously discussed in the 1995 Transition Report on Form 10-K, the Company
has Separation Agreements
11
<PAGE>
with two employees of the Company, which as of February 1996 could result in a
compensation expense charge of approximately $240,000 upon notice of separation
of one of the employees.
Inflation
- ---------
Inflation has had no material effect on the Company's operations or financial
condition.
12
<PAGE>
Part II. OTHER INFORMATION
Item 1. Legal Proceedings
NONE
Item 6. Exhibits and Reports on Form 8-K
a. The following exhibit is filed as part of this Report:
Exhibit No. Description
- ---------- -----------
10.24 Manufacturing Agreement between Go-Video,
Inc, and Shintom Co., Ltd. and Talk Corporation,
dated January 9, 1996 *
27 Financial Data Schedule
* Confidential treatment requested
b. Reports on Form 8-K
Form 8-K dated December 17, 1995 regarding Manufacturing Agreement between
Go-Video, Inc, and Shintom Co., Ltd. and Talk Corporation.
13
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
GO-VIDEO, INC. (Registrant)
Date: February 9, 1996 By /S/ ROGER B. HACKETT
-------------------------
Roger B. Hackett
Chairman of the Board,
Chief Executive Officer,
President and Chief Operating Officer
Date: February 9, 1996 By /S/ DOUGLAS P. KLEIN
-------------------------
Douglas P. Klein
Vice President and Chief Financial Officer,
Secretary and Treasurer
(principal financial and
accounting officer)
S-1
MANUFACTURING AGREEMENT
-----------------------
This Manufacturing Agreement (the "Manufacturing Agreement") is entered
into as of January 9, 1996 by and between Shintom Co., Ltd. and Talk
Corporation, Japanese corporations (collectively referred to as the
"Manufacturer"), and Go-Video, Inc., a Delaware corporation (the "Company").
RECITALS:
A. The Manufacturer is in the business of manufacturing and selling
various consumer electronics products, including video cassette recorders
("VCRs").
B. The Company desires to purchase from the Manufacturer and the
Manufacturer desires to manufacture and sell to the Company Dual-Deck VCRs (the
"Products").
C. The Company and Manufacturer possess proprietary Trade Secrets, Know
How, and Technical Information, and the Company possesses Trademarks and Patents
related to the Products.
D. The parties hereto mutually desire to contract for the manufacture
and sale of the Products on the terms and conditions set forth below.
NOW, THEREFORE, for and in consideration of their respective covenants
and agreements contained herein, the parties hereto agree as follows:
1. Definitions. In addition to the various defined terms set forth in
this Manufacturing Agreement, the following terms shall have the following
meanings throughout:
1.1 "Affiliate" of a party shall mean any individual or entity
directly or indirectly controlled by controlling or under common control with
the party.
1.2 "Confidential Information" shall mean the Technical
Information, Trade Secrets, and all other information, oral and written, about
each party, each party's business, or the Products that either party has
disclosed to the other party in confidence in connection with this Manufacturing
Agreement. Information shall not be considered "Confidential Information" to the
extent that the disclosing party can clearly demonstrate the information (i) is
publicly and openly known and in the public domain through no fault of the
receiving party and without a breach of this Manufacturing Agreement, (ii) was
already in the possession of the receiving party prior to any disclosure by the
receiving party and without any restriction on the use or disclosure of the
information, (iii) is or has lawfully been disclosed to the receiving party by a
third party without any obligation of confidentiality, or (iv) is required to be
disclosed by law.
*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED
-----------------------------------------
1
<PAGE>
1.3 "Know How" shall mean the information, data, and
experience of each party relating to the development, design, manufacture,
promotion, marketing and sale of the Products.
1.4 "Patents" shall mean the patents owned by the Company now
or at any time during the term hereof relating to the Products and any
extensions or improvements thereto, including United States Patent Nos.
4,768,110 and 5,124,807.
1.5 "Technical Information" shall mean any information of
either party including Know How, whether or not patented, which relates to the
design, engineering, manufacture or use of the Products as well as quality
control and cost accounting data relating thereto, which is now owned or
acquired or has been developed or discovered, or is hereinafter owned, acquired,
developed, or discovered by either party and which is in a form that is able to
be transferred.
1.6 "Trademarks" shall mean those trade names and trademarks
described in Schedule 1.
1.7 "Trade Secrets" shall mean Technical Information which is
treated as secret and confidential by either party which derives independent or
actual value from not being generally known to other persons.
2. Manufacture of the Products. Subject to the terms and conditions set
forth herein, the Manufacturer agrees, on a non-exclusive basis, to manufacture,
assemble, and package the Products for and sell the Products to the Company. The
Manufacturer shall manufacture the Products exclusively for the Company and
neither it nor its Affiliates shall manufacture, assemble, or sell the Products
to any entity other than the Company for a period of eighteen (18) months
following the termination of this Manufacturing Agreement. The Company shall not
be prohibited from contracting with additional manufacturers for the
manufacture, assembly, and packaging of the Products. The Manufacturer shall
have right to have its affiliates manufacture the Products; provided, however,
that Manufacturer shall continue to be obligated to perform pursuant to this
Agreement.
3. License Agreement. The Company agrees to discuss, within ninety (90)
days of the date hereof, the terms and conditions of a separate license
agreement pursuant to which, if agreement is reached, the Manufacturer may be
granted the right to sell the Products in Japan.
4. Product Standards. The Manufacturer shall manufacture, assemble,
handle, package, and ship the Products, strictly in conformity with the Finished
Product Specifications and Quality Assurance Standards (the "Specifications and
Standards"), which are attached hereto as Exhibit A and made part of this
Manufacturing Agreement. The Company shall develop and deliver to the
Manufacturer design criteria for the Products and shall disclose to the
Manufacturer all Technical Information which is necessary for the Manufacturer
to manufacture the Products in accordance with the Specifications and Standards.
The Manufacturer agrees to
*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED
-----------------------------------------
2
<PAGE>
employ its best workmanship in the manufacture of the Products. The Company may
at any time make changes or improvements in the Specifications and Standards and
request that Manufacturer incorporate such changes or improvements. The
Manufacturer shall within fifteen (15) business days of receipt of a request to
revise the Specifications and Standards, confirm the effect of such changes on
the (i) cost (increase or decrease) and (ii) production schedule (including when
such changes could be implemented) of manufacturing the Products (a "Statement
of Effect"). The Company shall then determine whether or not it desires to make
such changes in the Specifications and Standards by sending notice to the
Manufacturer within fifteen (15) business days of receipt of the Statement of
Effect. Any increase or decrease in cost related to such changes or improvements
shall then be reflected in the Price.
5. Price. The Company shall purchase from the Manufacturer Products at
a mutually acceptable price per unit set forth in Schedule 2, which may be
amended by agreement of the parties in writing. The price shall cover all labor,
set-up, manufacturing overhead, machine maintenance, quality assurance,
warehousing, shipping (as provided in Section 9), insurance, royalties, and
general and administrative costs, and all profit for the Manufacturer.
6. Quantities. The Manufacturer shall manufacture and supply the
Products only in response to written purchase orders delivered by the Company to
the Manufacturer, and confirmed in writing by the Manufacturer. By the 15th of
each month, the Company shall provide to Manufacturer (i) a firm purchase order
for the month three months subsequent to that date (i.e., a purchase order for
April by the fifteenth of January) (a "Firm Order"), (ii) a firm estimate for
each of the two (2) months following the month relating to a Firm Order (a "Firm
Estimate"), and (iii) a monthly estimate for the twelve (12) months from such
date (a "Yearly Estimate"). For any three (3) month period relating to a Firm
Estimate, the Company shall be required to purchase between 20% below and 20%
above the amount of the Firm Estimate. If the Company purchases 20% less of the
Firm Estimate for such period, the Manufacturer and the Company shall negotiate
an appropriate resolution. If the parties cannot agree to such a resolution
within sixty (60) days, the Company shall pay the Manufacturer compensation
equal to the Manufacturer's committed costs plus ten percent (10%) for the
deficient orders. The Yearly Estimates are for planning purposes only and shall
not represent any commitment on the part of the Company to purchase Products as
estimated. The Company intends in good faith to purchase a minimum quantity of *
units within the first year of the Agreement. Twelve (12) months from the
beginning of Product shipment, the two parties shall discuss and confirm annual
quantity for the coming year.
7. Term. This Agreement shall commence as of the date first listed
above and shall continue in force for an initial term of two (2) years unless
terminated in accordance with the terms of this Agreement. The Agreement shall
be automatically renewed for additional successive one (1) year periods on each
anniversary date if (i) the Company has purchased from the Manufacturer a
minimum of * units over the last twelve (12) month period, and (ii) neither
party has given at least twelve (12) months notice of its intention to terminate
the Agreement. Following initial production, the Manufacturer shall be entitled
to terminate the Agreement if
*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED
-----------------------------------------
3
<PAGE>
the Company does not provide the Manufacturer any firm purchase orders for six
(6) consecutive months.
8. Payment. The Company shall pay for the Products by an irrevocable
letter of credit at sight either for each monthly order or for a whole quarter
by revolving credit at least two (2) weeks before shipment. The Manufacturer
agrees to discuss, within six (6) months of the date hereof, other payment
terms, including payment by wire transfer.
9. Shipment. The price for all Products ordered pursuant to this
Agreement shall include shipping, handling, insurance, and all other cartage
charges to the vessel at the Singaporean port. All customs duties will be paid
by the Company as the importer of record. Any export fees or other costs imposed
by agencies of the Singaporean or Indonesian governments, provinces or
municipalities, will be paid by the Manufacturer. The sale of all Products shall
be made F.O.B. the Singaporean port, where title to the Products and risk of
loss shall pass to the Company.
10. Epidemic Failures. In the event of an Epidemic Failure in
connection with the Products, upon return of the defective Products to the
Manufacturer, the Manufacturer, at its option, shall replace them with
nondefective Products or shall refund the purchase price to the Company plus
expenses of transportation and applicable export taxes. The Manufacturer also
has the right at its option, to send repairmen to repair the defective Products
or to pay the Company a fee for arranging for the local repair of such defective
Products. Such replacement or refund shall be the limit of Manufacturer's
liability in the event of an Epidemic Failure. An Epidemic Failure shall be
deemed to have occurred when, due to defects in material or workmanship, of an
identical nature more than 5% of the total units of a particular production run
(with the same manufacturing code) is proven defective within fifteen (15)
months from delivery to the Company. All design related defects are the
responsibility of the Company.
11. Insurance. The Manufacturer shall maintain throughout the term of
this Agreement, with insurers of internationally recognized stature, insurance
in an amount of up to $6,000,000 (U.S.) covering all product liability type
claims relating to the Products. The Manufacturer agrees to add the Company as
an additional insured to such insurance. On the Company's request, the
Manufacturer shall furnish the Company with evidence of Manufacturer's
compliance with the requirements set forth in this Section 11.
12. Toolings. The Manufacturer shall make tools which shall be
necessary to manufacture the Products. All such tools shall be the sole property
of the Company and shall not be used for any purpose other than those set forth
in this Agreement. The Manufacturer shall use reasonable care in maintaining and
safekeeping such tools and shall maintain and update, throughout the term of
this Agreement, an itemized listing of the particular tools and their then
current location. The Manufacturer shall be responsible for any damage or loss
to all such tools. The Company shall pay the costs of such tooling as set forth
in Schedule 3.
*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED
-----------------------------------------
4
<PAGE>
13. Spare Parts. The Manufacturer shall provide to the Company, for a
period of up to and including seven (7) years following the final production of
any model of Product, (i) a complete listing of all spare parts required for
operation of the Products and (ii) a current price listing for such spare parts.
The Manufacturer also agrees to provide on a timely basis all spare parts
ordered by the Company during such period. The Manufacturer further agrees that
the sum of prices for spare parts components required for a complete Product
shall not exceed 125% of the purchase price for the Product.
14. Rights to Intellectual Property. Subject to the terms and
conditions of this Manufacturing Agreement, the Company hereby grants to the
Manufacturer the non-exclusive, non-sublicensable, and non-transferrable right
to use the Patents, Technical Information, Trademarks and Trade Secrets in
connection with the manufacture, assembly, packaging, and shipment of the
Products for the Company. The Manufacturer shall not sell the Products to
entities other than the Company (unless pursuant to a license agreement as
provided in Section 3), transfer any of its rights pursuant to this
Manufacturing Agreement to any entity, or copy, reverse engineer, or otherwise
use the Company's Patents, the Company's Technical Information, the Company's
Trademarks, or the Company's Trade Secrets for any purpose whatsoever except to
advance the purposes of the Company and as set forth in this Manufacturing
Agreement. The parties acknowledge that the Patents and any extensions thereof
or improvements thereon that result from or in connection with this Agreement
shall be the sole property of the Company. The parties further acknowledge that
any improvements or developments of Know How, Technical Information, or Trade
Secrets developed in connection with this Agreement shall be the sole property
of the party who developed such improvement; provided, however, that the Company
shall have a non-exclusive, royalty free license to any such improvement or
development related to the Products so long as such Products are made by the
Manufacturer. Each party shall not, at any time, take or cause any action which
would be inconsistent with or tend to impair the rights of the other party in
and to the Patents, Technical Information, Trademarks, and Trade Secrets. Each
party understands and agrees that, other than as specifically set forth herein,
nothing contained in this Manufacturing Agreement shall be construed as an
assignment or grant of any rights in and to the other party's Trademarks or
Patents, each party agrees that except as provided in this Agreement it will not
at any time during the term of this Manufacturing Agreement or thereafter adopt
or use in any manner the name of the other party or any trademark or trade name
of the other party presently subsisting or hereafter developed by the other
party, nor shall each party adopt or use any similar trademark or trade name
which is or may be misleading.
15. Inspection. The Manufacturer agrees that the Company shall have the
right to inspect finished Products as well as work in process during or after
the manufacture process. The Company agrees to observe the rules and
instructions of the Manufacturer during such inspection. The Manufacturer agrees
to allow the Company to remove samples of Products for testing during the
Manufacture process, as long as the Company shall reimburse the Manufacturer for
the cost of all samples removed.
*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED
-----------------------------------------
5
<PAGE>
16. Identification. All Products and each significant part of a Product
that is likely to require replacement shall have a serial number affixed. The
Manufacturer agrees to maintain records of such serial numbers, types of
Product, and replacement parts so that a particular production lot may be
readily identified.
17. Acceptance or Rejection. Acceptance or rejection of Products shall
be determined solely by their conformity to the then current Specifications and
Standards. Acceptance or rejection of finished Products by the Company shall
occur after production is completed and before shipment is effected from the
factory. Acceptance shall be subject to the Company's right to conduct any and
all tests and inspections, at its expense, which the Company deems necessary or
advisable to ensure full compliance of the Products with the provisions of the
Specifications and Standards. The Company shall retain the right to reject the
Products which do not conform to any of the Specifications and Standards. Upon
rejection, the Company shall notify the Manufacturer and shall provide the
testing data which is the basis for such rejection. The Company agrees to
provide the Manufacturer access to the rejected Products to confirm the basis
for rejection and to determine the appropriate remedy. The Manufacturer shall,
at its option, repair or replace the rejected Products within forty-five (45)
days of notification. Acceptance pursuant to this Section shall not limit the
rights of the Company pursuant to Section 10 hereof.
18. Confidentiality. The parties agree not to disclose any Confidential
Information to any third party. The parties further agree that they shall not
disclose any Confidential Information to any employees, agents, or consultants,
except for those for whom disclosure is necessary for the effective performance
of their responsibilities in connection with this Manufacturing Agreement, and
only to the extent required for such effective performance. In addition, the
parties hereby agree to take all reasonable and necessary steps to ensure that
all principals, officers, agents, employees, representatives, consultants, or
any other persons affiliated in any manner do not use, modify, disclose, make
public, or authorize any disclosure or publication of any Confidential
Information, except as permitted herein. Additionally, each party agrees to
return all of the other party's Confidential Information and all copies of any
written materials delivered to it at any time throughout the term of this
Manufacturing Agreement upon the termination of this Manufacturing Agreement.
19. Covenant Not to Compete. The Manufacturer covenants and agrees that
for a period of eighteen (18) months following the termination of this
Manufacturing Agreement, neither it not its Affiliates will, without the prior
written consent of the Company, directly or indirectly, whether as principal,
shareholder, agents, partner, or otherwise, alone or in association with any
other person or entity, enter into, participate in, engage in, or own any
interest in the business of any person or entity (other than the Company) which
is engaged in or proposes to engage in the manufacture or sale of dual-deck
VCRs. The Manufacturer, however, shall sell to the Company and the Company shall
purchase upon the request from the Manufacturer its then current inventory of
Products and/or spare parts if the Company breaches its purchase obligation set
forth in the last sentence of Section 7 of this Agreement.
*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED
-----------------------------------------
6
<PAGE>
19.1 Importance of Covenant Not to Compete. It is understood by and
between the parties hereto that the covenant not to compete specified in Section
19 hereof is an essential element of this Manufacturing Agreement and that but
for such covenant, the Company would not have entered into this Manufacturing
Agreement.
19.2 Remedies. Without intending in any way to limit the remedies
available in this Manufacturing Agreement both parties further understand and
agree that damages at law may be an insufficient remedy if either party breaches
the covenant contained in Section 19 hereof, and that the other party may have
injunctive relief in any court of competent jurisdiction, in the United States,
Japan, Indonesia, Singapore, or elsewhere, to restrain the breach or the
threatened breach of or otherwise specifically to enforce the covenant contained
in Section 19 hereof.
20. Events of Default. This Agreement may be terminated by either party
if the other party has breached a material provision of this Agreement which
breach has not been cured within ninety (90) days after the breaching party
receives notice describing such breach; provided, however, that if the event or
events that caused the breach are cured within the ninety (90) day notice
period, this Agreement shall continue in full force and effect as if no breach
had occurred.
21. Indemnification. Each party agrees to indemnify and save harmless
the other party and its subsidiaries, officers, directors, agents, employees,
contractors and legal representatives, from and against any and all claims,
demands, actions, causes of action, losses or liabilities, including attorney
fees and costs, which are hereafter made or brought against them or any of them
for the recovery of damages, which have as their basis the actual or alleged
violation by each party of any of the covenants herein or which arise from each
party's performance, failure to perform, or failure to perform properly any term
of this Manufacturing Agreement. The foregoing indemnification shall not be
enforceable against the Manufacturer by the Company for any claims, demands,
actions, causes of action, losses or liabilities resulting from the acts,
omissions or negligence of third parties after the Products have left the
possession and control of the Manufacturer. The Company agrees to indemnify and
save harmless the Manufacturer and its subsidiaries, officers, directors,
agents, employees, contractors, and legal representatives from and against any
and all claims, demands, actions, causes of actions, losses, or liabilities,
including attorney fees and costs, which are hereafter made or brought against
them or any of them for the recovery of damages, which have as their basis the
actual or alleged infringement, by the Company or the Manufacturer, of any third
party's patents, copyrights, trademarks, or trade secrets or other intellectual
property rights arising out of the Manufacturer's use of the Patents,
Trademarks, Know How, Trade Secrets, or Technical Information provided by the
Company. Notwithstanding the foregoing, the Company shall not be liable for any
claim of patent, copyright or trade secret infringement which is based on any
modifications to such technology prepared or developed by the Manufacturer, with
respect to any other products not manufactured for the Company.
22. Force Majeure. This Manufacturing Agreement is subject to force
majeure. Either party's failure to perform, in whole or in part shall not be
deemed a breach or default
*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED
-----------------------------------------
7
<PAGE>
hereunder or give rise to liability of either party to the other if such failure
is due to causes which are beyond either party's reasonable control and is
attributable to any act of God, public enemy, fire, explosion, flood, drought,
war, riot, sabotage, accident embargo, governing priority, requisition or
allocation or other action by any governmental authority, interruption or delay
in transportation, or labor trouble from whatever cause.
23. Relationship of Parties. It is expressly understood and agreed that
the Manufacturer is and shall be deemed to be an independent contractor with
respect to the terms and conditions of this Manufacturing Agreement and that the
Manufacturer is not in any respect acting as an agent or employee of the
Company. This Manufacturing Agreement is not intended and shall not be construed
to constitute either party as the joint venturer, partner, agent or legal
representative of the other, and neither party shall have any authority,
express, implied or apparent to assume or create any obligations on behalf of or
in the name of the other party hereto.
24. Assignment. This Manufacturing Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective successors
and assigns; provided, however, that neither party may assign, delegate or
transfer this Manufacturing Agreement or any of its rights or obligations
hereunder, whether voluntarily or involuntarily, without the prior written
consent of the other party. Any attempted assignment or transfer by either party
without the other party's prior written consent shall be null and void.
25. Notices. All notices and communications under this Agreement shall
be deemed to have been duly given only if and on the date when hand delivered,
sent by telefax (with confirmed answer back), or sent by certified or registered
mail, return receipt requested, to the following:
If to the Manufacturer:
Shintom Co., Ltd.
14-1, Kamiuma 2-chome
Setagaya-ku, Tokyo 154, JAPAN
Attn: Hideo Kutota, President
(03) 3487-1063 - facsimile
and,
Talk Corporation
14-1, Kamiuma 2-chome
Setagaya-ku, Tokyo 154, JAPAN
Attn.: Yutaka Ohtaka, President
(03) 3487-1063 - facsimile
*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED
-----------------------------------------
8
<PAGE>
with a copy to:
Okuno Law Firm
Ohnoya Kyobashi Bldg.
4-10, Kyobashi 1-chome
Chuo-ku, Tokyo 104, JAPAN
Attn.: Kohji Fujita, attorney at law
(03) 3272-2245 - facsimile
If to the Company:
Go-Video, Inc.
14455 North Hayden Road, Suite 219
Scottsdale, Arizona 85260-6949
Attn: Chief Executive Officer
(602) 951-4404 - facsimile
with a copy to:
Samuel C. Cowley
Snell & Wilmer L.L.P.
One Arizona Center
Phoenix, Arizona 85004-0001
(602) 382-6070 - facsimile
Either party hereto may change its address for the purpose of this Agreement by
giving the other party written notice of its new address.
26. Entire Agreement; Modifications. This Manufacturing Agreement sets
forth the entire agreement and understanding of the parties relative to the
subject matter hereof. No modification, alteration or change of any provision
hereof shall be enforceable unless embodied in writing and executed by the party
against whom enforcement is sought.
27. Waiver. The waiver by either party of any breach of any provision
of this Manufacturing Agreement shall not constitute or be construed as a waiver
of any future breach of that or any other provision hereof
28. Severability. The provisions of this Manufacturing Agreement are
severable. Invalidity or unenforceability of any provision, or portion thereof,
shall not affect the enforceability of the remaining provisions hereof which are
valid and enforceable.
29. Governing Law. This Manufacturing Agreement shall be governed by
and construed according to the laws of the United States of America and the
State of California. Additionally, this Manufacturing Agreement is in the
English language only. No translation of
*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED
-----------------------------------------
9
<PAGE>
this Manufacturing Agreement into any other language shall be of any force or
effect in the interpretation of this Manufacturing Agreement.
30. Jurisdiction and Venue. The parties hereby agree that, except as
provided below, all actions or proceedings initiated and arising directly or
indirectly out of this Manufacturing Agreement shall be finally settled by the
American Arbitration Association in Los Angeles, California in accordance with
the Rules of the American Arbitration Association by one or more arbitrators
appointed in accordance with the said Rules. Notwithstanding the above, either
party may bring an action for injunctive relief to enforce the covenants and/or
restrain any breach or threatened breach of Section 14 of this Agreement in the
United States District Court for the District of Arizona. The parties hereby
expressly submit and consent to such jurisdiction and waive any claim that such
is an inconvenient or improper forum. Furthermore, the parties agree that any
judgment obtained pursuant to this Section 30 should be enforceable in any court
of competent jurisdiction in the United States, Japan, Indonesia, Singapore, or
elsewhere, as applicable.
IN WITNESS WHEREOF, this Manufacturing Agreement has been duly executed
by the parties as of the 9th day of January, 1996.
SHINTOM CO., LTD., a Japanese corporation
By: /s/ Yutaka Ohtaka
----------------------------------------
Yutaka Ohtaka
Its: Representative Director
----------------------------------
TALK CORPORATION, a Japanese corporation
By: /s/ Yukihisa Fujita
----------------------------------------
Yukihisa Fujita
Its: Managing Director
----------------------------------
GO-VIDEO, INC., a Delaware corporation
By: /s/ Roger Hackett
----------------------------------------
Roger Hackett
Its: Chairman, Chief Executive
Officer, and President
----------------------------------
*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED
-----------------------------------------
10
<PAGE>
Schedule 1
----------
Trademarks
DOCKET # TITLE
-------- -----
GOV T01 Go Video
GOV T02 VCR-2
GOV T03 DUAL DECK SYSTEM
GOV T04 HQ COPY
GOV T05 COPY TAPE
GOV T12 AMERICHROME
GOV T12 AMERICHROME PLUS DESIGN
*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED
-----------------------------------------
11
<PAGE>
Schedule 2
----------
Price
Go-Video-Talk Cost of NTSC Models:
================================================================================
GV-6000 GV-6020 GV-6060
- --------------------------------------------------------------------------------
FOB price (U.S.$) * * *
- --------------------------------------------------------------------------------
FOB price without multi- * * *
brand remote control (U.S.$)
================================================================================
*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED
-----------------------------------------
12
<PAGE>
Schedule 3
Toolings
================================================================================
MODEL TOOLING DESCRIPTION UNIT
PRICE(S)
- --------------------------------------------------------------------------------
1 GV-6000 22325290 FACE PLATE *
- --------------------------------------------------------------------------------
1A MODIFICATION FEE OF ITEM 1 *
- --------------------------------------------------------------------------------
2 GV-6000 22750010 COVER (DOOR-GV6000) *
- --------------------------------------------------------------------------------
3 GV-6000 22750020 COVER (DOOR-GV6020) *
- --------------------------------------------------------------------------------
3A MODIFICATION FEE OF ITEM 3 *
- --------------------------------------------------------------------------------
4 GV-6000 22750030 COVER (DOOR-GV6060) *
- --------------------------------------------------------------------------------
4A MODIFICATION FEE OF ITEM 4 *
- --------------------------------------------------------------------------------
5 GV-6000 22468500 COVER (DOOR) *
- --------------------------------------------------------------------------------
6 GV-6000 22468480 COVER GLASS *
- --------------------------------------------------------------------------------
6A MODIFICATION FEE OF ITEM 6 *
- --------------------------------------------------------------------------------
7 GV-6000 22792850 P. BUTTON *
- --------------------------------------------------------------------------------
8 GV-6000 22792860 P. BUTTON *
- --------------------------------------------------------------------------------
9 GV-6000 22792870 P. BUTTON *
- --------------------------------------------------------------------------------
10 GV-6000 22128020 HOLDER (A) *
- --------------------------------------------------------------------------------
11 GV-6000 22128030 HOLDER (B) *
- --------------------------------------------------------------------------------
12 GV-6000 22128040 HOLDER (C) *
- --------------------------------------------------------------------------------
13 GV-6000 22024340 INDICATOR (L) *
- --------------------------------------------------------------------------------
14 GV-6000 22024350 INDICATOR (R) *
- --------------------------------------------------------------------------------
15 GV-6000 22406070 DUST COVER *
- --------------------------------------------------------------------------------
16 GV-6000 22128100 HOLDER *
- --------------------------------------------------------------------------------
17 GV-6000 21234790 S. PLATE (RCA) *
- --------------------------------------------------------------------------------
18 GV-6000 22703740 CHASSIS ## *
- --------------------------------------------------------------------------------
19 GV-6000 22128120 REAR PANEL (L) ## *
*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED
-----------------------------------------
13
<PAGE>
- --------------------------------------------------------------------------------
20 GV-6000 22128130 REAR PANEL (R) ## *
- --------------------------------------------------------------------------------
21 GV-6000 21046180 COVER (TOP) *
- --------------------------------------------------------------------------------
22 GV-6000 21046190 COVER (BOTTOM) *
- --------------------------------------------------------------------------------
23 GV-6000 21046200 COVER (MID) *
- --------------------------------------------------------------------------------
24 GV-6000 22128160 HOLDER (CHASSIS) *
- --------------------------------------------------------------------------------
25 GV-6000 21175910 BKT (BAR-F) *
- --------------------------------------------------------------------------------
26 GV-6000 21175920 BKT (BAR-R) *
- --------------------------------------------------------------------------------
27 GV-6000 22128050 HOLDER (LED) *
- --------------------------------------------------------------------------------
28 GV-6000 21234800 S. PLATE (A) *
- --------------------------------------------------------------------------------
29 GV-6000 21234810 S. PLATE (B) *
- --------------------------------------------------------------------------------
30 GV-6000 22128240 HOLDER (RCA) *
- --------------------------------------------------------------------------------
31 GV-6000 21234850 S. PLATE (GND) *
- --------------------------------------------------------------------------------
32 DESIGN FEE OF *
MODIFICATION
- --------------------------------------------------------------------------------
TOTAL *
================================================================================
*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED
-----------------------------------------
14
<PAGE>
Exhibit A
---------
Finished Product Specifications and Quality Assurance Standards
*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED
-----------------------------------------
15
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<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAR-31-1995
<PERIOD-START> APR-01-1995
<PERIOD-END> DEC-31-1995
<EXCHANGE-RATE> 1
<CASH> 160,199
<SECURITIES> 0
<RECEIVABLES> 3,054,113
<ALLOWANCES> 132,756
<INVENTORY> 9,523,332
<CURRENT-ASSETS> 12,841,566
<PP&E> 1,735,289
<DEPRECIATION> 950,521
<TOTAL-ASSETS> 14,057,108
<CURRENT-LIABILITIES> 7,194,609
<BONDS> 0
<COMMON> 11,331
0
0
<OTHER-SE> 6,846,168
<TOTAL-LIABILITY-AND-EQUITY> 14,057,108
<SALES> 27,544,911
<TOTAL-REVENUES> 27,547,432
<CGS> 21,993,758
<TOTAL-COSTS> 21,993,758
<OTHER-EXPENSES> 5,650,138
<LOSS-PROVISION> 2,756
<INTEREST-EXPENSE> 483,320
<INCOME-PRETAX> (582,050)
<INCOME-TAX> 0
<INCOME-CONTINUING> (582,050)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
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<NET-INCOME> (582,050)
<EPS-PRIMARY> (0.05)
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