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UNITED STATES
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 period ended: MARCH 31, 1999
OR
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission File Number: 33-90532
SPATIALIZER AUDIO LABORATORIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 95-4484725
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
20700 VENTURA BOULEVARD, SUITE 140
WOODLAND HILLS, CALIFORNIA 91364-2357
(Address of principal executive offices)
TELEPHONE NUMBER: (818) 227-3370
(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 [ ]
As of April 27, 1999 there were 27,414,176 shares of the Registrant's Common
Stock outstanding.
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SPATIALIZER AUDIO LABORATORIES, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1999 1998
------------ ------------
(unaudited)
<S> <C> <C>
Current Assets:
Cash and Cash Equivalents $ 43,855 $ 264,054
Accounts Receivable, net 106,107 134,633
Employee Advances 9,595 --
Inventory 7,250 7,993
Prepaid Expenses and Deposits 77,889 65,718
Deferred Transaction Costs -- --
------------ ------------
Total Current Assets 244,696 472,398
Property and Equipment, net 185,709 184,140
Capitalized Patent and Technology Costs, net 221,816 236,913
------------ ------------
Total Assets $ 652,221 $ 893,451
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Bank Line of Credit Payable $ -- $ --
Notes Payable 89,795 14,795
Notes Payable to Related Parties 857,500 857,500
Accounts Payable 390,506 335,784
Accrued Wages and Benefits 68,705 84,423
Accrued Expenses 265,337 370,548
Deferred Income -- 250,000
Net Liabilities of Discontinued Operation 531,624 533,891
------------ ------------
Total Current Liabilities 2,203,467 2,446,941
Shareholders' Equity:
Series A, 7% Convertible Preferred shares,
$.01 par value, 1,000,000 shares
authorized, 49,830 and 52,900 shares
issued and outstanding at March 31, 1999
and December 31, 1998, respectively 498 529
Common shares, $.01 par value, 50,000,000 shares
authorized, 27,414,176 and 25,841,867 shares
issued and outstanding at March 31, 1999 and
December 31, 1998, respectively 274,141 258,418
Additional Paid-In Capital 44,134,809 44,150,501
Accumulated Deficit (45,960,694) (45,962,938)
------------ ------------
Total Shareholders' (Deficit) (1,551,246) (1,553,490)
------------ ------------
$ 652,221 $ 893,451
============ ============
</TABLE>
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CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THREE MONTH PERIOD ENDED
----------------------------------
MARCH 31, MARCH 31,
1999 1998
------------ ------------
<S> <C> <C>
Revenues:
License Revenues $ -- $ --
Royalty Revenues 357,930 516,344
Product Revenues -- 7,065
------------ ------------
357,930 523,409
Cost of Revenues 835 20,359
------------ ------------
Gross Profit 357,095 503,050
Operating Expenses:
General and Administrative 104,168 440,122
Research and Development 157,719 599,537
Sales and Marketing 73,162 361,473
------------ ------------
335,049 1,401,132
------------ ------------
Operating Profit (Loss) 22,046 (898,082)
Interest and Other Income 2,755 1,079
Interest and Other Expense (21,557) (12,057)
------------ ------------
(18,802) (10,978)
------------ ------------
Income(Loss) Before Income Taxes 3,244 (909,060)
Income Taxes (1,000) (11,152)
------------ ------------
Net Income (Loss) $ 2,244 $ (920,212)
============ ============
Basic and Diluted Income(Loss) Per $ -- $ (0.04)
============ ============
Weighted Average Shares
Outstanding 27,414,148 21,418,160
============ ============
</TABLE>
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SPATIALIZER AUDIO LABORATORIES, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
----------------------------
1999 1998
--------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net Income ( Loss) $ 2,244 $(920,212)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and Amortization 10,425 58,074
Options Issued for Services -- 34,311
Net change in Assets and Liabilities:
Accounts Receivable and Employee Advances 18,931 245,581
Inventory 743 1,950
Prepaid Expenses and Deposits (12,171) (60,172)
Accounts Payable 54,722 95,775
Other Assets -- (35,765)
Deferred Revenue (250,000) --
Changes in Discontinued Operation (2,267) --
Accrued Liabilities (120,929) (16,428)
--------- ---------
Net Cash Used In Operating Activities (298,305) (596,886)
--------- ---------
Cash Flows from Investing Activities:
Purchase of Property and Equipment (1,894) (12,880)
Increase in Capitalized Patent and Technology Costs 5,000 (73,580)
--------- ---------
Net Cash Used in Investing Activities 3,106 (86,460)
--------- ---------
Cash flows from Financing Activities:
Issuance of Preferred Shares, Net -- --
Issuance of Common Shares, Net -- --
Exercise of Options -- 12,704
Exercise of Warrants -- --
Issuance of Notes Payable 75,000 --
Issuance of Related Party Payable -- 650,000
Repayment of Bank Line of Credit -- (400,000)
Repayment of Notes Payable -- (5,728)
--------- ---------
Net Cash Provided by Financing Activities 75,000 256,976
--------- ---------
Increase (Decrease) in Cash and Cash Equivalents (220,199) (426,370)
Cash and Cash Equivalents, Beginning of Period 264,054 577,413
--------- ---------
Cash and Cash Equivalents, End of Period $ 43,855 $ 151,043
========= =========
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Interest $ -- $ 12,057
</TABLE>
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AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
(UNAUDITED)
<TABLE>
<CAPTION>
SERIES A, 7% CONVERTIBLE
PREFERRED SHARES COMMON SHARES
---------------- -------------
ADDITIONAL TOTAL
NUMBER OF NUMBER OF PAID- ACCUMULATED SHAREHOLDERS'
SHARES PAR VALUE SHARES PAR VALUE IN-CAPITAL DEFICIT EQUITY
--------- --------- ----------- ----------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1998 52,900 $ 529 25,841,867 $ 258,418 $ 44,150,501 $(45,962,938) $ (1,553,490)
Issuance of Preferred Shares, Net -- -- -- -- -- -- --
Options Exercised -- -- -- -- -- -- --
Warrants Exercised -- -- -- -- -- -- --
Options Issued for Services -- -- -- -- -- -- --
Conversion of Preferred Shares, Net (3,070) (31) 1,572,309 15,723 (15,692) -- --
Net Income (Loss) -- -- -- -- -- 2,244 2,244
-------- ------ ----------- --------- ------------ ------------ ------------
Balance, March 31, 1999 49,830 $ 498 27,414,176 $ 274,141 $ 44,134,809 $(45,960,694) $ (1,551,246)
======== ====== =========== ========= ============ ============ ============
</TABLE>
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SPATIALIZER AUDIO LABORATORIES, INC.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(1) NATURE OF BUSINESS
Spatializer Audio Laboratories, Inc. and subsidiaries (the "Company") are in the
business of developing and licensing technology.
The Company's wholly owned subsidiary Desper Products, Inc. ("DPI") is in the
business of developing proprietary advanced audio signal processing technologies
and products for consumer electronics, entertainment, and multimedia computing.
The Company's wholly owned subsidiary, MultiDisc Technologies, Inc. ("MDT") was
in the business of developing scaleable, modular compact disc ("CD") and digital
versatile disc ("DVD") server technologies associated with a network based CD /
DVD server for internet and intranet applications. Operations of MDT were
discontinued in the fourth quarter of 1998 and the assets are being marketed for
sale.
The Company has experienced significant operating losses over the past several
years. In addition, the Company has negative working capital of $ 1,959,000 and
shareholder's deficit of $ 1,551,000 at March 31, 1999. The financial statements
have been prepared assuming the Company will continue to operate as a going
concern which contemplates the realization of assets and the settlement of
liabilities in the normal course of business. No adjustment has been made to the
recorded amount of assets or the recorded amount or classification of
liabilities which would be required if the Company were unable to continue its
operations.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The interim consolidated financial statements of the Company are condensed and
do not include some of the information necessary to obtain a complete
understanding of the financial data. Management believes that all adjustments
necessary for a fair presentation of results have been included in the unaudited
consolidated Financial Statements for the interim periods presented.
Accordingly, your attention is directed to footnote disclosures found in the
December 31, 1998 Annual Report and particularly to Note 1 which includes a
summary of significant accounting policies.
Basis of Consolidation
The consolidated financial statements include the accounts of Spatializer Audio
Laboratories, Inc. and its wholly owned subsidiary, Desper Products, Inc.
MultiDisc Technologies, Inc. has been presented as a discontinued operation. All
significant intercompany balances and transactions have been eliminated in
consolidation.
Revenue Recognition
The Company accrues revenues based on licensee royalty reports, management
estimates and reports from third parties. While management endeavors to minimize
the use of estimates, any deviation from estimates utilized are adjusted in the
subsequent quarter. Royalty income reported is based on the shipment of product
incorporating the related technology by the original equipment manufacturer or
foundries.
Research and Development Expenditures
The Company expenses research and development expenditures as incurred.
(3) LOSS PER SHARE
On December 31, 1997, the Company retroactively adopted the provisions of
Statement of Financial Accounting Standards No. 128, Earnings Per Share ("SFAS
128") which replaces the presentation of primary and fully diluted earnings
(loss) per share with a presentation of basic and diluted earnings (loss) per
share. Basic earnings (loss) per share is computed by dividing net income (loss)
available to common shareholders by the weighted average number of common shares
outstanding during the period. Diluted earnings (loss) per share reflects the
potential dilution that could occur if securities or other contracts to issue
common stock were exercised or converted into common stock or resulted
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in the issuance of common stock that then shared in the earnings of the entity.
Diluted earnings (loss) per share is computed similarly to fully diluted
earnings (loss) per share pursuant to the Accounting Principles Board ("APB")
Opinion No. 15. The following table presents contingently issuable shares,
options and warrants to purchase shares of common stock that were outstanding
during the three month periods ended March 31, 1999 and 1998 which were not
included in the computation of diluted loss per share because the impact would
have been antidilutive or insignificant:
<TABLE>
<CAPTION>
1999 1998
--------- ---------
<S> <C> <C>
Options 1,972,300 2,010,070
Warrants 732,000 959,750
--------- ---------
2,704,300 2,968,820
========= =========
</TABLE>
Earnings per share for the three months ended March 31, 1999 includes the effect
of approximately $90,000 of the beneficial conversion feature of the Series "A",
7% Convertible Preferred Stock as well as dividends in arrears of $30,000
related to the Series "A", 7% Convertible Preferred Stock.
(4) COMPREHENSIVE INCOME
The Financial Accounting Standards Board issued Statement No. 130, Reporting
Comprehensive Income ("SFAS 130"), in June 1997. SFAS 130 establishes standards
for reporting and display of comprehensive income and its components in
financial statements. SFAS No. 130 is effective for fiscal years beginning after
December 15, 1997. The Company adopted SFAS No. 130 on January 1, 1998.
Comprehensive income (loss) is the change in equity of a business enterprise
during a period from transactions and all other events and circumstances from
non-owner sources. Other comprehensive income (loss) includes foreign currency
items, minimum pension liability adjustments, and unrealized gains and losses on
certain investments in debt and equity securities. The Company did not have
components of other comprehensive income (loss) during the three-month periods
ended March 31, 1999 and 1998. As a result, comprehensive income (loss) is the
same as the net income (loss) for the three-month periods ended March 3, 1999
and 1998.
(5) SEGMENT REPORTING
The Financial Accounting Standards Board issued Statement No. 131, Disclosures
about Segments of an Enterprise and Related Information ("SFAS No. 131"), in
June 1997. SFAS No. 131 establishes standards for the way public business
enterprises are to report information about operating segments in annual
financial statements and requires enterprises to report selected information
about operating segments in interim financial reports issued to shareholders. It
also establishes standards for related disclosures about products and services,
geographic areas, and major customers. It replaces the "industry segment"
concept of SFAS No. 14, Financial Reporting for Segments of a Business
Enterprise, with a "management approach" concept as to basis for identifying
reportable segments. SFAS 131 is effective for financial statements for fiscal
years beginning after December 15, 1997. The Company adopted SFAS 131 in
December 1997. At March 31, 1999, the Company has only one operating segment,
DPI, the Company's Audio Signal Processing business.
(6) MAJOR CUSTOMERS
A substantial portion of the Company's licensing and royalty revenues are
derived from three major customers. The following customers comprised greater
than 10% of total revenues during the three months ended March 31, 1999 and
1998:
<TABLE>
<CAPTION>
1999 1998
-------- --------
<S> <C> <C>
Customer A 70% 0%
Customer B 0% 57%
Customer C 15% 10%
</TABLE>
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(7) CONTINGENCIES
Legal
In the Fall of 1994, QSound Labs, Inc. ("QSound") advised MEC that, in its view,
the Spatializer technology infringed certain U.S. patents held by QSound. In
October 1994 the Company and DPI initiated a proceeding against QSound seeking a
determination that the technology did not infringe on Qsound's patents and other
relief.
On August 29, 1996 the Court granted the Company's summary judgment motion of
non-infringement in its entirety and denied the motion by QSound in the pending
patent infringement litigation between the Company and QSound. In September,
1998, the U.S. Court of Appeals for the Federal Court upheld the U.S. District
Court's ruling of August 1996, finding in favor of DPI and the Company on all
aspects of the appeal.
In granting the Company's summary judgment motion, the Court found that the
Company's IC (Integrated Circuit) does not infringe the QSound patent and denied
QSound's motion with respect to infringement. The Company's claim that the
QSound patent is invalid was not decided and, since the issues which the Court
would need to consider on the patent invalidity claim are similar to certain
issues considered in the infringement claim, QSound was granted the right to
immediately appeal the denial of its motion and trial on the invalidity issue
was deferred until after that appeal. In substance, the Court's finding confirms
the Company's position that there is no infringement by the Company's IC of any
patent held by QSound and that the claims by QSound were without merit. Qsound
has not appealed and the Company is not pursuing its other claims at the present
time.
In December 1998, a complaint was filed in the United States District Court for
the Northern District of New York, by Alexander, Wescott & Co., Inc., against
the Company alleging breach of contract and seeking fees from the Company based
on its claim that the amounts were due for arranging a financing. The action
also seeks attorneys' fees, interest and the costs of suit. The Company has
filed a motion to dismiss the action. The motion is pending.
In February 1999, a complaint was filed in the Superior Court of Los Angeles
County, Northwest District, by I.N. Associates, Inc., against the Company's
wholly owned subsidiary, MultiDisc Technologies, Inc. ("MDT"), alleging breach
of contract and fraud, and claiming $499,953.94 in damages, attorneys fees,
interest and the costs of suit. MDT has answered and denied the claims.
In connection with the downsizing of the Company, a number of employees have
been terminated and have filed various employment and compensation related
claims with the various State labor authorities which claims are pending
resolution and funding if Company resources allow. The Company also anticipates
that, from time to time, it may be named as a party to other legal proceedings
that may arise in the ordinary course of its business.
(8) SALE OF PREFERRED STOCK
On April 14, 1998, the Company entered into a private placement for up to $5
million of which $3 million was funded at June 30, 1998. In connection with the
private placement, the Company authorized 100,000 shares of a new Series A, 7%
Convertible Preferred Stock at a stated price of $50 per share and issued 60,000
shares for $3 million. In connection with the April funding, the Company issued
purchase warrants, exercisable for three years and entitling the holders to
acquire one share of the Company's common stock for each warrant. Of the
warrants, 450,000 were issued and 150,000 warrants were issued to placement
agents. The investor warrants are exercisable at 140% and the placement warrants
are exercisable at 120%, respectively, of the average closing bid price of the
Company's common stock for the 10 days preceding the closing. In addition, cash
placement fees of 10% were paid. A related party of the Company received 50,000
of the placement agent warrants and $100,000 of the placement agent cash fee for
arranging $1 million of the $3 million investment. As of March 31, 1999, $1
million of the remaining $2 million of the funding was due but had not yet been
received.
Holders of the Series A Preferred Stock have a right to convert their shares, at
their option on the earlier of (x) ninety (90) days after issuance or (y) on the
effective date of a Form S-3 Registration Statement (the "Conversion Date") with
such conversion to be based on a per share conversion price ("Conversion Price")
equal to the lesser of a price that reflects a discount (the "Conversion
Discount") to the average of any three (3) consecutive closing bid prices for
the Company's Common Stock within twenty (20) trading days immediately prior to
the conversion date (the "Floating Conversion Price") or a price which is equal
to one hundred thirty percent (130%) of the closing bid prices of the Company's
Common Stock for the ten (10) trading days immediately preceding the date of
issuance (the "Fixed Conversion Price") provided that in determining the
Conversion Price, the holder shall not count any day on which its sales account
for greater than twenty percent (20%) of the volume of the Company's Common
Stock and on which
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the holder has sales in the last hour of trading. The Conversion Discount shall
be equal to fifteen percent (15%) if the Conversion Rights are exercised within
one hundred twenty (120) days of first issuance of the Series A Preferred Stock
and shall be equal to seventeen and one-half percent (17.5%) if the Conversion
Rights are exercised after one hundred (120) days and prior to one hundred
forty-nine (149) days of first issuance of the Series A Preferred Stock.
Pursuant to the agreement, the applicable Conversion Discount increased by five
percent (5%) when the Company was de-listed on NASDAQ. In addition, the
percentage of shares that can be converted at any one time is limited during
such time periods and the holders cannot own more than 4.99% of the equity of
the Company after the Conversion.
At March 31, 1999, 10,170 shares of Series A Convertible Preferred Stock had
been converted into a total of 5,971,801 shares of the Company's Common Stock.
The beneficial conversion feature of the Series A Preferred Stock has been
recorded as a dividend using the most favorable conversion terms available to
the shareholder to calculate the dividend in accordance with FASB (Emerging
Issues Task Force) Topic D-60. Since the Company has an accumulated deficit and,
under Delaware Law, must charge dividends against additional paid in capital,
the net impact of recording the beneficial conversion feature is zero since both
sides of the entry are recorded in additional paid in capital. At March 31,
1999, dividends in arrears were approximately $178,000.
In the private placement, the participants were granted certain rights to
participate in the separate financing of approximately $6 million currently
being pursued by the Company to fund the commercial introduction of its
MultiDisc CD/DVD server technology. However, as reported by the Company on
September 25, 1998, the Company has decided to refocus on the core audio
technologies and to properly position the assets for sale. Therefore, this
financing is not being pursued actively.
(9) DISCONTINUED OPERATIONS
In September, 1998, the Board of Directors approved a plan to refocus corporate
activities on the Company's core audio business, Desper Products, Inc. In
conjunction to this strategic refocusing, the Company permanently suspended
operations of MDT and placed the business and its related patent portfolio up
for sale. The Company is accounting for the on-going operating and termination
expenses of MDT as a discontinued operation.
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Item 2. Management's discussion and analysis of financial condition and results
of operations
RESULTS OF OPERATIONS
This form 10-Q contains forward-looking statements, within the meaning of the
Private Securities Reform Act of 1995, which are subject to a variety of risks
and uncertainties. The Company's actual results, performance, or achievements
may differ significantly from the results, performance, or achievements
expressed or implied in such forward-looking statements.
REVENUES
Revenues for the first quarter ended March 31, 1999 were $358,000, compared to
revenues of $523,000 in the comparable period last year, a decrease of 32%. The
decrease in such revenues resulted primarily from running royalties earned in
the first quarter of 1998 from a license agreement which in the subsequent
quarter converted to a flat fee arrangement, for which there were no comparable
running royalties in the current period. This decrease was partially offset by
non-recurring engineering fees in the quarter ended March 31, 1999, for which
there were no such fees in the comparable period last year.
GROSS PROFIT
Gross profit for the three months ended March 31, 1999 was $357,000 (99% of
revenue) compared to gross profit of $503,000 (96% of revenue) in the comparable
period last year, a decrease of 29%. Gross profit decreased due to the decrease
in revenue. Gross margin increased due to the shift in product mix to royalty
revenues, which provide a higher margin than product revenues.
OPERATING EXPENSES
Operating expenses in the three months ended March 31, 1999 were $335,000 (93%
of revenue) compared to operating expenses of $1,401,000 (267% of revenue) in
the comparable period last year, a decrease of 76%. The decrease in operating
expenses for the three months ended March 31, 1999 resulted primarily from the
impact of the restructuring initiatives implemented in the fourth quarter of
fiscal 1998 and the discontinued operation of MultiDisc Technologies, Inc.
General and Administrative
General and administrative expenses in the three months ended March 31, 1999
were $104,000 (29% of revenue) compared to general and administrative expenses
of $440,000 (84% of revenue) in the comparable period last year, a decrease of
76%. The decrease in general and administrative expense resulted from the
elimination of two executive positions, the closure of the Newbury Park and
Huntington Beach facilities, and the suspension of activities at MDT in the
fourth quarter of fiscal 1998.
Research and Development
Research and development expenses in the three months ended March 31, 1999 were
$158,000 (44% of revenue) compared to research and development expenses of
$600,000 (114% of revenue) in the comparable period last year, a decrease of
73%. The decrease in such expenses resulted primarily from the suspension of
activities at MDT in the fourth quarter of fiscal 1998.
Sales and Marketing
Sales and marketing expenses in the three months ended March 31, 1999 were
$73,000 (20% of revenue) compared to sales and marketing expenses of $361,000
(69% of revenue) in the comparable period last year, a decrease of 79%. The
decrease in sales and marketing expense resulted primarily from the elimination
of two marketing positions at DPI, reduced marketing collateral material
production at DPI and the suspension of activities at MDT in the fourth quarter
of fiscal 1998.
NET INCOME
Net Income in the three months ended March 31, 1999 was $2,000 (1% of revenues)
compared to a net loss of $920,000 (175% of revenue) in the comparable period
last year, an increase of 100%. The increase in net income was the result of the
reduction in operating expenses driven by the restructuring initiatives
implemented in the fourth quarter of 1998, partially offset by lower royalty
revenue.
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LIQUIDITY AND CAPITAL RESOURCES
At March 31, 1999, the Company had $44,000 in cash and cash equivalents as
compared to $264,000 at December 31, 1998. The decrease in cash and cash
equivalents is attributed to cash used in general operating activities. This was
partially offset by proceeds from $75,000 in notes payable. The Company had
working capital deficit of $1,959,000 at December 31, 1998 as compared with a
working capital deficit of $1,897,000 at December 31, 1998. The Company's future
cash flows are expected to come primarily from audio signal processing
licensing, Foundry and Original Equipment Manufacturers' ("OEM") royalties, debt
issuances, common and/or preferred stock issuances including warrant and option
exercises or through venture and/or strategic investors. At March 31, 1999 the
Company had six Foundry licensees, seventy-three OEM Licensees and eight
authorized customers for its audio signal processing business and reflected no
change from its position at December 31, 1998. The Company is actively engaged
in negotiations for additional audio signal processing licensing arrangements
and debt financing, which should generate additional cash flow without imposing
any substantial costs on the Company.
The Company continues to have no material long-term obligations and has no
present commitments or agreements that would require any long-term debt or
obligations to be incurred. The Company owed $857,500 to related parties as of
March 31, 1999 and $857,500 at December 31, 1998. Included in these amounts, at
March 31, 1999, the Company was indebted to four of its directors and one of its
executives for an amount totaling $745,000. This amount bears interest at a
fixed rate of 10% annually. Of this amount, $650,000 was due on December 31,
1998, and is currently in default. The remaining $95,000 is due on November 30,
1999, or upon the sale of the MDT assets and is secured by such assets. The
Company granted 95,000 warrants to purchase common stock at $0.20 per share in
connection with the $95,000 of indebtedness. In March 1999, one of the holders
of the Company's Convertible Preferred Stock advanced the Company $75,000 under
the same terms as the $95,000 advanced by the directors and management due on
November 30, 1999. This advance is secured by the assets of the Company.
On October 30, 1998, the Compensation Committee of the Board of Directors
re-priced qualified stock options to purchase 121,000 shares of common stock
granted to various employees beginning in June 1995. The exercise price for
these options was adjusted to $0.1875 per share (the closing market price on
October 30, 1998) reducing grant date exercise prices ranging from $0.72 to
$2.34 per share. Also, on November 12, 1998, the Compensation Committee of the
Board of Directors re-priced qualified stock options to purchase 100,000 shares
of common stock granted to an employee in March 1998. The exercise price for
these options was adjusted to $0.125 per share (the closing market price on
November 12, 1998) reducing the grant date exercise price from $1.18 per share.
The vesting schedules and expiration dates for these options were not modified.
On April 14, 1998, the Company entered into a private placement for up to $5
million of which $3 million was funded at September 30, 1998. In connection with
the private placement, the Company authorized 100,000 shares of a new Series A,
7% Convertible Preferred Stock at a stated price of $50 per share and issued
60,000 shares for $3 million. In connection with the April funding, the Company
issued purchase warrants, exercisable for three years and entitling the holders
to acquire one share of the Company's common stock for each warrant. Of the
warrants, 450,000 were issued and 150,000 warrants were issued to placement
agents. The investor warrants are exercisable at 140% and the placement warrants
are exercisable at 120%, respectively, of the average closing bid price of the
Company's common stock for the 10 days preceding the closing. In addition, cash
placement fees of 10% were paid. A related party of the Company received 50,000
of the placement agent warrants and $100,000 of the placement agent cash fee for
arranging $1 million of the $3 million investment. As of March 31, 1999, $1
million of the remaining $2 million of the funding was due but had not yet been
received.
Holders of the Series A Preferred Stock have a right to convert their shares, at
their option on the earlier of (x) ninety (90) days after issuance or (y) on the
effective date of this Registration (the "Conversion Date") with such conversion
to be based on a per share conversion price ("Conversion Price") equal to the
lesser of a price that reflects a discount (the "Conversion Discount") to the
average of any three (3) consecutive closing bid prices for the Company's Common
Stock within twenty (20) trading days immediately prior to the conversion date
(the "Floating Conversion Price") or a price which is equal to one hundred
thirty percent (130%) of the closing bid prices of the Company's Common Stock
for the ten (10) trading days immediately preceding the date of issuance (the
"Fixed Conversion Price") provided that in determining the Conversion Price, the
holder shall not count any day on which its sales account for greater than
twenty percent (20%) of the volume of the Company's Common Stock and on which
the holder has sales in the last hour of trading. The Conversion Discount shall
be equal to fifteen percent (15%) if the Conversion Rights are exercised within
one hundred twenty (120) days of first issuance of the Series A Preferred Stock,
shall be equal to seventeen and one-half percent (17.5%) if the Conversion
Rights are exercised after one hundred (120) days and prior to one hundred
forty-nine (149) days of first issuance of the Series A Preferred Stock. The
applicable Conversion Discount increased by five percent (5%) when the Company
was de-listed on NASDAQ. In addition, the
11
<PAGE> 12
percentage of shares that can be converted at any one time is limited during
such time periods and the holders cannot own more than 4.99% of the equity of
the Company after the Conversion.
The beneficial conversion feature of the Series A Preferred Stock has been
recorded as a dividend using the most favorable conversion terms available to
the shareholder to calculate the dividend in accordance with EITF Topic D-60.
Since the Company has an accumulated deficit and, under Delaware Law, must
charge dividends against additional paid in capital, the net impact of recording
the beneficial conversion feature is zero since both sides of the entry are
recorded in additional paid in capital. At March 31, 1999, dividends in arrears
were approximately $178,000.
In the private placement, the participants were granted certain rights to
participate in the separate financing of approximately $6 million currently
being pursued by the Company to fund the commercial introduction of its
MultiDisc CD/DVD server technology. However, as reported by the Company on
September 25, 1998, the Company has decided to refocus on the core audio
technologies and to properly position the MultiDisc assets for sale. Therefore
this financing is not currently being pursued actively.
On September 25, 1998, the Company announced that its Board of Directors was
refocusing the Company's business on the exploitation of its audio technologies,
and, as noted above, to properly position the MultiDisc assets for sale.
Currently the Company is actively pursuing licensing opportunities, including
possible strategic alliances and capital funding opportunities based on its core
audio technologies. In reaching its decision of September 25, 1998, the Company
indicated that while it recognized the prospects of MultiDisc, the capital
investment required to properly commercialize the technology was beyond its
current capacity and, therefore, it had made the decision to seek a sale
transaction. Effective as of that date, Steven D. Gershick resigned as chief
executive officer of the Company and as president of MultiDisc Technologies,
Inc., but continues to serve as chairman of the board of the Company. Henry R.
Mandell, who joined the Company in March, 1998 as senior vice president finance
was designated as interim chief executive officer to oversee all of the
corporate activities, reporting to the Board of Directors, and continues in that
capacity. Michael Bolcerek resigned as president of Desper Products, Inc.
Funds generated from the financing business activities and capital transactions
described above, as well as cash generated from the Company's existing
operations and the cost reductions being undertaken, may not be sufficient for
the Company to meet its operating obligations during the next twelve months. In
addition, if the refocus on the audio technologies strategy is not successful,
if a strategic alliance including capital funding is not concluded, or if an
appropriate transaction is not undertaken with respect to the MultiDisc assets,
the ability of the Company to meet its operating needs will be materially
adversely affected. As of March 31, 1999, the company had a working capital
deficit of $1,959,000 and, absent continued and improved revenues and successful
funding activities, the company may not be in a position to resolve this
deficit. The financial statements have been prepared assuming the Company will
continue to operate as a going concern which contemplates the realization of
assets and the settlement of liabilities in the normal course of business. No
assurance can be provided that this will ultimately be the case. No adjustment
has been made to the recorded amount of assets or the recorded amount or
classification of liabilities which would be required if the Company were unable
to continue its operations.
The Company has responded to inquiries from NASDAQ and attended a hearing with
respect to its continued listing on October 29, 1998 at which time it outlined
its strategy for continued listing. In November, 1998, NASDAQ provided the
Company with an extension and conditional listing until December 31, 1998 to
provide evidence of compliance with all requirements for continued listing. On
December 31, 1998, the Company informed NASDAQ that it would be unable to comply
with these requirements. On January 5, 1999, the Company's stock was delisted
from the NASDAQ SmallCap Market and, on the same day, commenced trading on the
NASD Bulletin Board under the symbol "SPAZ".
On October 31, 1997, the Company entered into a line of credit agreement with
Silicon Valley Bank to provide up to $750,000 in short term financing based upon
the Company's accounts receivable base. The line of credit bears interest at an
annual rate of 18% in addition to an administration fee of .50% of the purchased
account receivable. In addition, the advance rate on the line of credit cannot
exceed 80% of the gross receivable purchased.The line of credit expired on
October 23, 1998. As of December 31, 1998 and March 31, 1999, no borrowings were
outstanding.
12
<PAGE> 13
YEAR 2000
The Company is aware that many computer software programs may not currently be
designed to properly handle the system date change after December 31, 1999. The
Company has addressed this contingency with its computer consultants and has
upgraded its software programs in 1998, at a cost of approximately $15,000.
13
<PAGE> 14
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Reference is made to the Company's Form 10-K for the year ended December 31,
1998 with respect to the Company's litigation with QSound Labs, Inc. and others.
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of the security holders of the Company
either through solicitation of proxies or otherwise in the first quarter of the
fiscal year ending December 31, 1999.
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8K
(A) ENGAGEMENT OF FARBER &HASS LLP AS INDEPENDENT ACCOUNTANTS FOR
THE YEAR ENDED DECEMBER 31, 1998.
EXHIBIT 21.1 SCHEDULE OF SUBSIDIARIES OF THE COMPANY
Desper Products, Inc. -- California, USA
MultiDisc Technologies, Inc. -- Delaware, USA
14
<PAGE> 15
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.
Dated: May 10, 1999
SPATIALIZER AUDIO LABORATORIES, INC.
(REGISTRANT)
/s/ HENRY R. MANDELL
------------------------------------------------
HENRY R. MANDELL
Interim Chief Executive Officer
Chief Financial Officer
15
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE MARCH
31, 1999 FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 43,855
<SECURITIES> 0
<RECEIVABLES> 115,702
<ALLOWANCES> 0
<INVENTORY> 7,250
<CURRENT-ASSETS> 224,696
<PP&E> 651,802
<DEPRECIATION> 466,093
<TOTAL-ASSETS> 652,221
<CURRENT-LIABILITIES> 2,203,467
<BONDS> 0
0
498
<COMMON> 274,141
<OTHER-SE> (1,551,246)
<TOTAL-LIABILITY-AND-EQUITY> 652,221
<SALES> 357,930
<TOTAL-REVENUES> 357,930
<CGS> (835)
<TOTAL-COSTS> (835)
<OTHER-EXPENSES> 335,049
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 18,802
<INCOME-PRETAX> 3,244
<INCOME-TAX> (1,000)
<INCOME-CONTINUING> 2,244
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,244
<EPS-PRIMARY> $0.00
<EPS-DILUTED> $0.00
</TABLE>
