<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the quarterly period ended APRIL 30, 2000, or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM _______ TO ________.
Commission file number 0-15194
SOUND ADVICE, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
FLORIDA 59-1520531
------------------------------ -------------------
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
1901 TIGERTAIL BOULEVARD, DANIA BEACH, FLORIDA 33004
----------------------------------------------------
(Address of principal executive offices) (Zip Code)
(954) 922-4434
----------------------------------------------------
(Registrant's telephone number, including area code)
NOT APPLICABLE
----------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES [X] NO [ ]
INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S
CLASSES OF COMMON STOCK, AS OF THE LATEST PRACTICAL DATE.
Common Stock, par value $.01 Per share - 3,773,894 shares outstanding as of
June 8, 2000.
<PAGE> 2
SOUND ADVICE, INC. AND SUBSIDIARIES
INDEX
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PART I - FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets (Unaudited)
April 30, 2000 and January 31, 2000 3
Condensed Consolidated Statements of Income (Unaudited)
for the Three Months Ended April 30, 2000 and 1999 4
Condensed Consolidated Statements of Cash Flows (Unaudited)
for the Three Months Ended April 30, 2000 and 1999 5
Notes to Condensed Consolidated Financial Statements 6-8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9-11
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 12
SIGNATURES 13
</TABLE>
2
<PAGE> 3
PART I - FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SOUND ADVICE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
APRIL 30, 2000 AND JANUARY 31, 2000
<TABLE>
<CAPTION>
APRIL 30, 2000 JANUARY 31, 2000
-------------- ----------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash $ 160,130 $ 564,898
Receivables:
Vendors 3,994,024 3,979,027
Trade 1,033,082 1,024,652
Employees 465,438 431,775
------------ ------------
5,492,544 5,435,454
Less allowance for doubtful accounts (539,400) (508,640)
------------ ------------
4,953,144 4,926,814
Inventories 35,579,692 35,459,724
Prepaid and other current assets 200,320 830,407
Deferred tax assets, current 1,599,578 1,599,578
------------ ------------
Total current assets 42,492,864 43,381,421
Property and equipment, net 15,043,670 15,024,047
Deferred tax assets, net 1,915,130 1,915,130
Other assets 428,235 435,389
Goodwill, net 167,935 176,472
------------ ------------
$ 60,047,834 $ 60,932,459
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Borrowings under revolving credit facility $ 10,626,214 $ 7,309,531
Cash overdraft -- 1,662,351
Accounts payable 7,527,062 9,884,337
Income tax payable 1,213,041 781,041
Accrued liabilities 7,936,551 9,096,046
Current maturities of long-term debt 1,513,828 1,516,834
Deferred tax liabilities 111,156 111,156
------------ ------------
Total current liabilities 28,927,852 30,361,296
Long-term debt, excluding current maturities 3,001,208 3,363,424
Capital lease obligation 1,090,928 788,444
Other liabilities and deferred credits 3,659,903 3,727,568
------------ ------------
36,679,891 38,240,732
------------ ------------
SHAREHOLDERS' EQUITY:
Common stock, $.01 par value; authorized
10,000,000 shares; issued and outstanding
3,766,394 shares at April 30, 2000
and January 31, 2000 37,664 37,664
Additional paid-in capital 11,175,205 11,175,205
Retained earnings 12,155,074 11,478,858
------------ ------------
Total shareholders' equity 23,367,943 22,691,727
Commitments and contingencies
------------ ------------
$ 60,047,834 $ 60,932,459
============ ============
</TABLE>
SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
3
<PAGE> 4
SOUND ADVICE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
FOR THE THREE MONTHS ENDED APRIL 30, 2000 AND 1999
<TABLE>
<CAPTION>
2000 1999
------ ------
<S> <C> <C>
Net sales $ 42,676,347 $ 38,467,453
Cost of goods sold 27,599,426 24,880,260
------------ ------------
Gross profit 15,076,921 13,587,193
Selling, general and administrative
expenses 13,561,311 12,626,737
------------ ------------
Income from operations 1,515,610 960,456
Other income (expense):
Interest expense (409,884) (349,542)
Other, net 2,490 9,415
------------ ------------
Income before income taxes 1,108,216 620,329
Income taxes 432,000 --
------------ ------------
Net income $ 676,216 $ 620,329
============ ============
Common and common equivalent per share amounts:
Basic net income per share $ 0.18 $ 0.17
============ ============
Diluted net income per share $ 0.16 $ 0.15
============ ============
Weighted average number of shares
outstanding - basic 3,766,394 3,733,894
============ ============
Weighted average number of shares
outstanding - diluted 4,320,960 4,057,594
============ ============
</TABLE>
SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
4
<PAGE> 5
SOUND ADVICE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE THREE MONTHS ENDED APRIL 30, 2000 AND 1999
<TABLE>
<CAPTION>
2000 1999
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 676,216 $ 620,329
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 865,176 871,833
Gain on disposition of assets -- (6,986)
Deferred income taxes, net -- (245,000)
Changes in operating assets and liabilities:
Decrease (increase) in:
Receivables (26,330) 304,370
Inventories (119,968) (733,169)
Prepaid and other current assets 630,087 (1,926)
Other assets (1,846) (2,384)
Increase (decrease) in:
Accounts payable (2,357,275) (3,193,691)
Income tax payable 432,000 --
Accrued liabilities (1,159,495) (1,087,412)
Other liabilities & deferred credits (67,665) (11,940)
------------ ------------
NET CASH USED IN OPERATING ACTIVITIES (1,129,100) (3,485,976)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (555,616) (351,087)
Proceeds from disposition of assets -- 12,000
------------ ------------
NET CASH USED IN INVESTING ACTIVITIES (555,616) (339,087)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings on revolving credit facility 36,819,196 46,625,700
Repayments on revolving credit facility (33,502,513) (44,056,108)
Net repayments of long-term debt (365,222) (46,168)
Decrease in cash overdraft (1,662,351) --
Reduction in capital lease obligation (9,162) (2,028)
------------ ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 1,279,948 2,521,396
------------ ------------
Decrease in cash (404,768) (1,303,667)
Cash, beginning of period 564,898 1,384,051
------------ ------------
CASH, END OF PERIOD $ 160,130 $ 80,384
============ ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid $ 369,827 $ 264,289
============ ============
Income taxes paid $ -- $ 550,000
============ ============
</TABLE>
SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
5
<PAGE> 6
SOUND ADVICE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements
have been prepared in conformity with instructions to Form 10-Q and therefore do
not include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. Certain items included
in these statements are based on management estimates. In the opinion of
management, the accompanying financial statements contain all adjustments,
consisting of normal, recurring accruals, necessary to present fairly the
financial position of the Company at April 30, 2000 and January 31, 2000 and the
statements of income for the three month periods ended April 30, 2000 and 1999
and statements of cash flows for the three month periods ended April 30, 2000
and 1999. The results of operations for the three months ended April 30, 2000
are not necessarily indicative of the operating results expected for the fiscal
year ending January 31, 2001. These financial statements should be read in
conjunction with the consolidated financial statements and notes thereto
contained in the Company's annual report on Form 10-K for the year ended January
31, 2000.
2. EARNINGS PER SHARE
Basic earnings per share is computed by dividing net income available
to common shareholders by the weighted-average number of common shares
outstanding during the period. Diluted earnings per share is computed by
dividing income available to common shareholders by the weighted-average number
of common shares outstanding during the period increased to include the number
of additional common shares that would have been outstanding if the diluted
potential common shares had been issued. The diluted effect of outstanding
options is reflected in diluted earnings per share by application of the
treasury stock method.
<TABLE>
<CAPTION>
THREE MONTHS ENDED
APRIL 30,
---------------------------
2000 1999
----------- -----------
<S> <C> <C> <C>
Basic:
Weighted average common shares
outstanding 3,766,394 3,733,894
========= =========
Diluted:
Weighted average common shares
outstanding 3,766,394 3,733,894
Dilutive effect of options and warrants 554,566 323,700
--------- ---------
Total 4,320,960 4,057,594
========= =========
</TABLE>
6
<PAGE> 7
3. SEASONALITY
Historically, the Company's net sales are greater during the holiday
season than during other periods of the year. Net sales by fiscal quarters and
their related percentages for the trailing four quarters ended April 30, 2000
and 1999 are as follows:
<TABLE>
<CAPTION>
TRAILING FOUR QUARTERS ENDED APRIL 30,
(Dollars in Thousands)
QUARTERLY SALES 2000 1999
--------------- -------------------- --------------------
AMOUNT % AMOUNT %
------- ----- ------- ----
<S> <C> <C> <C> <C>
First Quarter
(February - April) $ 42,676 23.5% $ 38,468 24.4%
Fourth Quarter
(November - January) 58,934 32.5 52,218 33.2
Third Quarter
(August - October) 39,263 21.6 33,795 21.5
Second Quarter
(May - July) 40,684 22.4 32,959 20.9
-------- ---- -------- ----
SALES FOR TRAILING TWELVE
MONTHS ENDED APRIL 30,
2000 AND 1999, RESPECTIVELY $181,557 100% $157,440 100%
======== ==== ======== ====
</TABLE>
4. PROPERTY AND EQUIPMENT, NET
Property and equipment, net, consists of the following:
APRIL 30, 2000 JANUARY 31, 2000
-------------- ----------------
Building $ 684,990 $ 684,990
Furniture and equipment 10,277,882 10,071,333
Leasehold improvements 20,318,717 19,859,021
Display fixtures 7,847,372 7,654,874
Vehicles 894,195 884,195
------------ ------------
Total 40,023,156 39,154,413
Less accumulated depreciation (24,979,486) (24,130,366)
------------ ------------
Property and equipment, net $ 15,043,670 $ 15,024,047
============ ============
7
<PAGE> 8
5. PROVISION FOR INCOME TAXES
In the three months ended April 30, 2000, the Company recorded
a provision for income taxes of $432,000 at an effective interest rate of 39%.
In the quarter ended April 30, 1999, the Company reduced the valuation reserve
on deferred tax assets by $245,000.
8
<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Net sales for the quarter ended April 30, 2000 were $42,676,000, an
increase of $4,209,000, or 11%, over the prior year. The increase in sales was
primarily attributable to an increase in same store sales, the relocation of a
Sound Advice store in November 1999 and the inclusion of results from two Bang &
Olufsen stores that we opened in June 1999 and February 2000. Sales increased in
each of the major sales categories of audio, video and mobile electronics.
Comparable store net sales increased 11% in the quarter ended April 30, 2000
over the prior year.
Cost of goods sold includes the cost of merchandise net of vendor
rebates and discounts and allowances for product shrinkage and obsolescence.
Gross profit was $15,077,000, an increase of $1,490,000, or 11%, in the quarter
ended April 30, 2000 compared to the prior year. The increase in gross profit
was directly related to increased sales of projection televisions, home theater
systems, and custom installation services. The gross margin was 35.3% in each of
the quarters ended April 30, 2000 and 1999.
Selling, general and administrative expenses, referred to as SG&A
expense, includes costs related to sales commissions, salaries, advertising,
warehouse and distribution, corporate expenses, store operations, including rent
and utilities, and depreciation. SG&A expenses for the quarter ended April 30,
2000 were $13,561,000, an increase of $935,000, or 7%, over the prior year. The
reason for the increase in SG&A expenses was due to increased sales commissions,
which are based on the gross margin of products and services, increased
salaries, net of a reduction in advertising. SG&A expense as a percentage of net
sales decreased to 32% in the quarter ended April 30, 2000 from 33% in the prior
year. The decrease was partially attributable to a lower rate of growth in SG&A
expense due to the amount of fixed expenses during a period of increased sales
from existing and new stores.
Income from operations in the quarter ended April 30, 2000 was
$1,516,000, an increase of $555,000, or 58%, over the prior year. Income from
operations as a percentage of net sales increased to 3.6% in the quarter ended
April 30, 2000 from 2.5% in the prior year.
Interest expense for the quarter ended April 30, 2000 was $410,000, an
increase of $60,000 from the prior year. The increase in interest expense
resulted primarily from an increase in the effective interest rate.
The Company recorded income taxes of $432,000, at an effective tax rate
of 39%, for the quarter ended April 30, 2000. In the quarter ended April 30,
1999, the Company recorded a $245,000 reduction in the valuation reserve on
deferred tax assets.
Net Income for the quarter ended April 30, 2000 was $676,000 or $.18
per share (basic) and $.16 per share (diluted), compared to net income of
$620,000 or $.17 per share (basic) and $.15 per share (diluted) for the same
quarter in the previous fiscal year.
9
<PAGE> 10
FINANCIAL CONDITION
Historically, our primary sources of capital for working capital,
expansion and growth have been our revolving line of credit, net cash from
operations and vendor credit. Our primary cash requirements are for new store
openings, relocations and upgrades of existing stores, as well as working
capital to support our inventory requirements and SG&A expenses.
Net cash used in operating activities was $1,129,000 for the quarter
ended April 30, 2000 primarily due to decreases in the Company's accounts
payable and accrued liabilities and the increase in the Company's prepaid and
other current assets since January 31, 2000. The Company had working capital of
approximately $13,565,000 at April 30, 2000, compared to the $13,020,000 at
January 31, 2000, representing an overall increase of $545,000. The major item
contributing to the reduction in current assets of $889,000 during the three
month period was the $405,000 reduction in cash. There was a corresponding
decrease of $1,433,000 in current liabilities. The net decrease in current
liabilities resulted primarily from the decreases in the Company's accounts
payable and accrued liabilities of $2,357,000 and $1,159,000, respectively,
which was partially offset by an increase in borrowings under the revolving
credit facility of $3,317,000.
The Company's $25 million revolving credit facility expires on July 31,
2001. At April 30, 2000 there was $10,626,000 outstanding under the facility.
Interest is based on prime plus 1% and allows for LIBOR pricing options of one,
two, three, or six month periods at 2.25% over the corresponding LIBOR rate for
the respective period. In December, 1999 we entered into a three year $5 million
term loan agreement payable in monthly installments at an effective interest
rate of 9.96%. At April 30, 2000 there was $4,515,000 outstanding under the term
loan agreement.
On May 9, 2000, Sound Advice filed a registration statement with the
Securities and Exchange Commission for a public offering of 1,800,000 primary
shares and 350,000 shares to be sold by certain selling shareholders.
The consummation of the public offering is dependent on market
conditions and various contingencies. If the offering is consummated, we may use
portions of the net proceeds from the offering to pay a portion of the
outstanding balances under the revolving line of credit and term loan agreement.
If we do so, we will be subject to prepayment penalties that are not material.
The Company believes that funds generated by operations combined with
borrowings available under the revolving credit facility and vendor credit
programs will be sufficient to satisfy its projected operating cash requirements
and store expansion and relocation plans during fiscal 2001. However, in order
to continue store expansion and upgrades beyond 2001 or to pursue acquisitions
as a part of our expansion strategy, we may need to seek additional sources of
debt or equity financing, such as the public offering.
10
<PAGE> 11
FORWARD-LOOKING STATEMENTS
This Form 10-Q contains forward-looking statements (within the meaning
of Section 21E. of the Securities Exchange Act of 1934, as amended) representing
the Company's current expectations, beliefs, estimates or intentions concerning
the Company's future performance and operating results, its products, services,
markets and industry, and/or future events relating to or effecting the Company
and its business and operations. When used in this Form 10-Q, the words
"believes," "estimates," "plans," "expects," "intends," "anticipates" and
similar expressions as they relate to the Company or its management are intended
to identify forward-looking statements. The actual results or achievements of
the Company could differ materially from those indicated by the forward-looking
statements because of various risks and uncertainties related to and including,
without limitation, the effectiveness of the Company's business and marketing
strategies, the product mix sold by the Company, customer demand, availability
of existing and new merchandise from and the establishment and maintenance of
relationships with suppliers, price competition for products and services sold
by the Company, management of expenses, gross profit margins, the opening of
additional stores, availability and terms of financing to refinance or repay
existing financings or to fund capital and expansion needs, the continued and
anticipated growth of the retail home entertainment and consumer electronics
industry, a change in interest rates, exchange rate fluctuations, the
seasonality of the Company's business and the other risks and factors detailed
in this Form 10-Q and in the Company's other filings with the Securities and
Exchange Commission. These risks and uncertainties are beyond the ability of the
Company to control. In many cases, the Company cannot predict the risks and
uncertainties that could cause actual results to differ materially from those
indicated by the forward-looking statements.
11
<PAGE> 12
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits. The following exhibits are filed with this report:
EXHIBIT NO. DESCRIPTION
----------- -----------
27. Financial Data Schedule (filed herewith).
(b) Reports on Form 8-K. No reports on Form 8-K were filed by the
Company.
12
<PAGE> 13
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.
SOUND ADVICE, INC.
-----------------------------------
(Registrant)
Date JUNE 12, 2000 /s/ PETER BESHOURI
---------------------- -----------------------------------
Peter Beshouri, Chairman of the
Board, President and Chief
Executive Officer
Date JUNE 12, 2000 /s/ KENNETH L. DANIELSON
---------------------- -----------------------------------
Kenneth L. Danielson, Chief
Financial and Accounting
Officer
13
<PAGE> 14
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------
EXHIBITS
TO
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR QUARTER ENDED
APRIL 30, 2000
COMMISSION FILE NUMBER
0-15194
-----------------------------------------------------
SOUND ADVICE, INC.
-----------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<PAGE> 15
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
-------- ------------
27. Financial Data Schedule (filed herewith).
