<PAGE>
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 quarterly period ended September 30, 1999
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: 72870
SONIC SOLUTIONS
(Exact name of registrant as specified in its charter)
California 93-0925818
(State or other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification No.)
101 Rowland Way, Suite 110 Novato, CA 94945
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (415) 893-8000
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, no
par value
(Title of class)
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 _____
-----
The number of outstanding shares of the registrant's Common Stock on November 5,
1999, was 10,657,047.
================================================================================
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SONIC SOLUTIONS
FORM 10-Q
For the quarterly period ended September 30, 1999
Table of Contents
<TABLE>
<CAPTION>
Page
<S> <C>
PART I. FINANCIAL INFORMATION
ITEM 1. Condensed Balance Sheets as of March 31, 1999
and September 30, 1999........................................ 3
Condensed Statements of Operations for the
three and six months ended September 30, 1998 and 1999........ 4
Condensed Statements of Cash Flows for the
six months ended September 30, 1998 and 1999.................. 5
Notes to Condensed Financial Statements....................... 6
ITEM 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations................. 9
PART II. OTHER INFORMATION
ITEM 3. Defaults under Senior Securities.............................. 14
ITEM 4. Submission of Matters to a Vote of Security Holders........... 14
ITEM 6. Exhibits and Reports on Form 8-K.............................. 14
Signatures.................................................... 15
</TABLE>
2
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PART I - FINANCIAL INFORMATION
ITEM 1. CONDENSED FINANCIAL STATEMENTS
Sonic Solutions
Condensed Balance Sheets
(in thousands, except share amounts)
<TABLE>
<CAPTION>
1999
------------------------------
ASSETS March 31 September 30
------ -------------- -------------
(unaudited)
<S> <C> <C>
Current Assets:
Cash and cash equivalents........................................................... $ 2,414 1,682
Accounts receivable, net of allowance for returns and doubtful accounts of
$599 and $649 at March 31, 1999 and September 30, 1999, respectively.............. 5,403 6,070
Inventory........................................................................... 807 1,405
Prepaid expenses and other current assets........................................... 287 436
-------- -------
Total current assets................................................................ 8,911 9,593
Fixed assets, net...................................................................... 2,313 1,971
Purchased and internally developed software costs, net................................. 2,385 2,168
Other assets........................................................................... 156 152
-------- -------
Total assets........................................................................ $ 13,765 13,884
======== =======
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Current Liabilities:
Accounts payable and accrued liabilities............................................ $ 4,359 4,933
Bank note payable................................................................... 500 922
Deferred revenue and deposits....................................................... 1,318 1,310
Subordinated debt, current portion.................................................. 1,419 1,469
Current portion of obligations under capital leases................................. 148 122
-------- -------
Total current liabilities........................................................... 7,744 8,756
Obligations under capital leases, net of current portion............................... 89 42
-------- -------
Total liabilities................................................................... 7,833 8,798
-------- -------
Commitments and contingencies
Shareholders' Equity:
Convertible preferred stock, no par value, 10,000,000 shares authorized; 294,038 and
271,538 shares issued and outstanding at March 31, 1999
and September 30, 1999, respectively.............................................. 956 883
Common stock, no par value, 30,000,000 shares authorized; 9,468,123
and 10,335,509 shares issued and outstanding at March 31, 1999
and September 30, 1999, respectively.............................................. 18,121 20,019
Accumulated deficit.................................................................... (13,145) (15,816)
-------- -------
Total shareholders' equity.......................................................... 5,932 5,086
-------- -------
Total liabilities and shareholders' equity.......................................... $ 13,765 13,884
======== =======
</TABLE>
See accompanying notes to condensed financial statements.
3
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Sonic Solutions
Condensed Statements of Operations
(in thousands, except share amounts - unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
-------------------- ------------------
September 30, September 30,
------------- -------------
1998 1999 1998 1999
--------- --------- -------- --------
<S> <C> <C> <C> <C>
Net revenue......................................................... $5,374 4,811 $9,609 10,402
Cost of revenue..................................................... 2,501 2,037 4,519 4,709
------ ------ ------- ------
Gross profit.................................................... 2,873 2,774 5,090 5,693
------ ------ ------- ------
Operating expenses:
Marketing and sales............................................. 1,747 2,193 3,508 4,344
Research and development........................................ 1,213 1,691 2,529 3,291
General and administrative...................................... 402 364 775 732
------ ------ ------- ------
Total operating expenses........................................ 3,362 4,248 6,812 8,367
------ ------ ------- ------
Operating loss.................................................. (489) (1,474) (1,722) (2,674)
Other expense, net.................................................. (68) (43) (170) (94)
------ ------ ------- ------
Loss before income taxes........................................ (557) (1,517) (1,892) (2,768)
Provision (benefit) for income taxes................................ - - - (97)
------ ------ ------- ------
Net loss........................................................ ($557) (1,517) ($1,892) (2,671)
====== ====== ======= ======
Basic and diluted loss per share applicable to common
shareholders................................................... ($0.06) (0.15) ($0.22) (0.28)
====== ====== ======= ======
Weighted average shares used in computing per share amounts.... 8,659 9,909 8,516 9,692
===== ====== ====== ======
</TABLE>
See accompanying notes to condensed financial statements.
4
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Sonic Solutions
Condensed Statements of Cash Flows
(in thousands -- unaudited)
<TABLE>
<CAPTION>
Six Months Ended
----------------
September 30,
-------------
1998 1999
----- ----
<S> <C> <C>
Cash flows from operating activities:
Net loss............................................................................. ($1,892) (2,671)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization...................................................... 1,296 1,432
Provision for returns and doubtful accounts, net of write-offs..................... 22 50
Changes in operating assets and liabilities:
Accounts receivable............................................................. (1,206) (717)
Inventory....................................................................... (195) (598)
Prepaid expenses and other current assets....................................... 136 (149)
Other assets.................................................................... (34) 4
Amortization of discount on warrants............................................ - 50
Accounts payable and accrued liabilities........................................ 648 574
Deferred revenue and deposits................................................... 6 (8)
-------- ------
Net cash used in operating activities........................................... (1,219) (2,033)
-------- ------
Cash flows from investing activities:
Purchase of fixed assets........................................................... (255) (449)
Additions to purchased and internally developed software........................... (332) (424)
-------- ------
Net cash used in investing activities........................................... (587) (873)
-------- ------
Cash flows from financing activities:
Proceeds from exercise of common stock options..................................... 4 28
Borrowings on line of credit....................................................... 420 422
Repayments on line of credit....................................................... (420) 0
Net proceeds associated with equity line financing................................. 949 1,825
Payment of dividends............................................................... (30) (28)
Repayments of subordinated debt.................................................... (122) 0
Principal payments on capital leases............................................... (67) (73)
-------- ------
Net cash provided by financing activities....................................... 734 2,174
-------- ------
Net decrease in cash and cash equivalents............................................ (1,072) (732)
Cash and cash equivalents, beginning of period....................................... 2,479 2,414
-------- ------
Cash and cash equivalents, end of period............................................. $ 1,407 1,682
======== ======
Supplemental disclosure of cash flow information:
Interest paid during period........................................................ $ 46 55
-------- ------
Income taxes paid during period.................................................... $ 6 2
-------- ------
Noncash financing and investing activities:
Conversion of preferred stock to common stock.................................... 0 73
-------- ------
</TABLE>
See accompanying notes to condensed financial statements.
5
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Sonic Solutions
Notes to Condensed Financial Statements
(unaudited)
(1) Basis of Presentation
The accompanying unaudited condensed financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. However, in the opinion of management, the condensed
financial statements include all adjustments (consisting of only normal,
recurring adjustments) necessary for their fair presentation. The interim
results are not necessarily indicative of results expected for a full year.
These unaudited condensed financial statements should be read in conjunction
with the financial statements and related notes included in the Company's Form
10-K for the year ended March 31, 1999, filed with the Securities and Exchange
Commission.
(2) Basic and diluted loss per share
SFAS No. 128 "Earnings Per Share" requires the presentation of basic net
income per share, and for companies with complex capital structures, diluted net
income per share.
The following table sets forth the computations of shares and net loss per
share, applicable to common shareholders used in the calculation of basic and
diluted net loss per share for the three and six months ended September 30, 1998
and 1999 (in thousands, except per share data):
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
------------------ ----------------
September 30, September 30,
------------- -------------
1998 1999 1998 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net loss................................................. (557) (1,517) (1,892) (2,671)
Dividends paid to preferred shareholders................. 15 14 30 28
----- ------ ------ ------
Net loss applicable to common shareholders............... (572) (1,531) (1,922) (2,699)
===== ====== ====== ======
Weighted average number of common shares outstanding..... 8,659 9,909 8,516 9,692
===== ====== ====== ======
Basic and diluted net loss per share applicable to
common shareholders..................................... (0.06) (0.15) (0.22) (0.28)
===== ====== ====== ======
</TABLE>
For the three and six months ended September 30, 1998 and 1999,
potentially dilutive shares totaling 1,130,381 and 1,621,067, respectively, for
convertible preferred stock and options with exercise prices less than the
average market price that could dilute basic earnings per share in the future,
were not included in earnings per share as their effect was anti-dilutive for
those periods.
6
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(3) Inventory
The components of inventory consist of (in thousands):
<TABLE>
<CAPTION>
March 31, September 30,
--------- -------------
1999 1999
----- -----
<S> <C> <C>
Finished goods............................................................... $ 315 758
Work-in-process.............................................................. 187 150
Raw materials................................................................ 305 497
----- -----
$ 807 1,405
===== =====
</TABLE>
(4) Income Taxes
We account for income taxes under the asset and liability method of
accounting. Under the asset and liability method, deferred tax assets and
liabilities are recognized based on the future tax consequences attributable to
differences between the financial statement carrying amount of existing assets
and liabilities and their respective tax bases.
(5) Segment Reporting
In 1997, the Financial Accounting Standards Board issued SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related Information," which was
adopted by us in 1998. SFAS No. 131 requires companies to report financial and
descriptive information about its reportable operating segments, including
segment profit or loss, certain specific revenue and expense items and segment
assets, as well as information about the revenues derived from our products and
services, the countries in which we earn revenue and hold assets, and major
customers.
We operate in the audio and video media market and derive substantially all
our revenue from the sales of two workstation products. We organize our
operations based on designing, developing, manufacturing, selling and supporting
these products. Our chief operating decision maker is the Chief Executive
Officer (CEO) and the CEO allocates resources based on financial information,
including gross margins and operating losses, reported in a manner consistent
with the accompanying financial statements. Sales, gross profit, and operating
losses are not allocated or specific to individual products or departments
within the organization. Accordingly, we have a single reportable segment. As
such, we are required to disclose the following geographic information:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
------------------ ----------------
September 30, September 30,
------------- -------------
1998 1999 1998 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
North America................................... $2,612 2,516 4,787 5,404
Export:
Europe...................................... 1,275 1,296 2,527 2,697
Pacific Rim................................. 1,470 979 2,248 2,113
Other international......................... 17 20 47 188
------ ----- ----- ------
Total net revenue....................... $5,374 4,811 9,609 10,402
====== ===== ===== ======
</TABLE>
We sell our products to customers categorized geographically by each
customer's country of domicile. We do not have any material investment in long-
lived assets located in foreign countries for any of the periods presented.
7
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Our accounting system does not capture meaningful revenue information by
product line. Accordingly, such information has not been disclosed.
(6) Recently Issued Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
as amended by SFAS No. 137, "Accounting for Derivative instruments and hedging
activities". We are required to adopt SFAS No. 133 in the first quarter of
fiscal year 2002. We do not anticipate that SFAS No. 133 will have a material
impact on our financial statements.
In December 1998, the AICPA issued Statement of Position (SOP) 98-9,
"Modification of SOP 97-2 Software Revenue Recognition with Respect to Certain
Transactions". This amendment clarified the specification of what was considered
vendor specific objective evidence of fair value for the various elements in a
multiple element arrangement. We adopted SOP 98-9 during our first quarter ended
June 30, 1999 and the amendment did not have a material impact on our operating
results, financial position, or cash flow for the three and six months ended
September 30, 1999.
(7) Subsequent Event
In October, 1999, we renegotiated our financing arrangement with Hambrecht
& Quist Guaranty Finance. The agreement we reached involved the restructuring
of $1,500,000 debt into 250,000 shares of Series C Convertible Preferred Stock
and $1,000,000 of debt. The interest rate on the restructured debt is 7.25% and
the debt and interest is payable in monthly installments beginning on November
1, 1999 and continuing through April 30, 2001. In connection with this
agreement, we issued warrants to purchase 120,000 common shares at an exercise
price of $2.50. These warrants expire on April 30, 2006. The incremental
conversion feature and the warrants will be recorded at their fair value. We
also changed the conversion rate of our Series C Convertible Preferred Stock so
that each share of Series C Convertible Preferred Stock is convertible into
1.625 shares of Common Stock. We will be filing a Form S-3 Registration
Statement under the Securities Act of 1933 to register the shares of the common
stock which underlie the Series C Convertible Preferred Stock and the 120,000
shares of our common stock which underlie the warrants issued to Hambrecht &
Quist Guaranty Finance.
8
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW; CERTAIN FACTORS THAT MAKE FUTURE RESULTS DIFFICULT TO PREDICT; CERTAIN
ITEMS TO REMEMBER WHEN READING OUR FINANCIAL STATEMENTS
Our quarterly operating results vary significantly depending on the timing
of new product introductions and enhancements by ourselves and by our
competitors. Our results also depend on the volume and timing of orders which
are difficult to forecast. Because our customers generally order on an as-
needed basis, and we normally ship products within one week after receipt of an
order, we don't have an order backlog which can assist us in forecasting
results. For all these reasons, our results of operations for any quarter are a
poor indicator of the results to be expected in any future quarter.
A large portion of our quarterly revenue is usually generated in the last
few weeks of the quarter. Since our ongoing operating expenses are relatively
fixed, and we plan our expenditures based primarily on sales forecasts, if
revenue generated in the last few weeks of a quarter do not meet our forecast,
operating results can be very negatively affected.
We capitalize our software development costs in accordance with Statement
of Financial Accounting Standard No. 86. Such capitalized costs are amortized to
cost of revenue over the estimated economic life of the product, which is
generally three years.
In September, 1999, we began shipments of two new products, both are
included in our DVD product line. The two new products are DVDit! and
DVD Fusion. DVDit! is a simplified DVD-Video authoring application which
provides simplified DVD authoring capabilities to consumer, "prosumer", and some
professional users. DVD Fusion, which is part of our DVD Creator professional
DVD-Video product line, provides video producers and editors a comprehensive set
of tools for encoding, authoring and proofing DVD-Video titles derived from
projects created on non-linear video editing systems such as those provided by
Avid Technology and Media 100.
9
<PAGE>
Results of Operations
The following table sets forth certain items from the Company's statements of
operations as a percentage of net revenue for the three and six months ended
September 30, 1998 and 1999:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
-------------------- ----------------
September 30, September 30,
------------- -------------
1998 1999 1998 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net revenue................................ 100.0% 100.0 100.0% 100.0
Cost of revenue............................ 46.5 42.3 47.0 45.3
----- ----- ----- -----
Gross profit............................... 53.5 57.7 53.0 54.7
Operating expenses:
Marketing and sales...................... 32.5 45.6 36.5 41.8
Research and development................. 22.6 35.1 26.3 31.6
General and administrative............... 7.5 7.6 8.1 7.0
----- ----- ----- -----
Total operating expenses................... 62.6 88.3 70.9 80.4
----- ----- ----- -----
Operating loss............................. (9.1) (30.6) (17.9) (25.7)
Other expense.............................. (1.3) (0.9) (1.8) (0.9)
Provision (benefit) for income taxes....... 0.0 0.0 0.0 (0.9)
----- ----- ----- ----
Net loss.................................. (10.4)% (31.5) (19.7)% (25.7)
===== ===== ===== =====
</TABLE>
Comparison of three and six months ended September 30
NET REVENUE. Our net revenue decreased from $5,374,000 for the quarter
ended September 30, 1998 to $4,811,000 for the quarter ended September 30, 1999,
representing a decrease of 11%. For the six months ended September 30, 1999, net
revenue increased from $9,609,000 to $10,402,000 compared to the same period in
the prior fiscal year, representing an increase of 8%. The decrease in net
revenue for the three months ended September 30, 1999 is primarily due to the
decrease in sales of our Audio products which was partially offset by sales of
our DVD systems, including the two new products--DVDit! and DVD
Fusion--introduced during the quarter. The three months ended September 30, 1998
included shipments of Desktop DVD (now merged into our DVD Creator product line)
which were backordered from the June, 1998 quarter. The increase in net revenue
for the six months ended September 30, 1999 is primarily due to increased sales
of our DVD systems.
International sales accounted for 51.4% and 47.7% of our net revenue for
the quarters ended September 30, 1998 and 1999, respectively. International
sales accounted for 50.2% and 48.0% of net revenue for the six months ended
September 30, 1998, and 1999, respectively. See Note 5 of Notes to Condensed
Financial Statements. International sales have historically represented between
43% and 52% of our quarterly sales, and we expect that they will continue to
represent a significant percentage of future revenue.
COST OF REVENUE. Our cost of revenue, as a percentage of net revenue,
decreased from 46.5% for the quarter ended September 30, 1998 to 42.3% for the
quarter ended September 30, 1999, primarily due to the sales product mix and the
higher margins realized on DVD sales. Cost of revenue, as a percentage of net
revenue, decreased from 47.0% for the six months ended September 30, 1998 to
45.3% for the six months ended September 30, 1999. Cost of revenue for the six
months ended September 30, 1998 included software amortization charges, expedite
and other charges associated with the first build of Desktop DVD systems (now
included in the DVD Creator product line) which were incurred during the first
quarter of fiscal 1999.
MARKETING AND SALES. Our marketing and sales expenses increased from
$1,747,000 for the quarter ended September 30, 1998 to $2,193,000 for the
quarter ended September 30, 1999 and increased from $3,508,000 for the six
months ended September 30, 1998 to $4,344,000 for the six months ended
September 30, 1999. Marketing and sales represented 32.5%, 45.6%, 36.5% and
41.8% of net revenue for the quarters ended September 30, 1998 and 1999 and the
six months ended September 30, 1998 and 1999, respectively. Our marketing and
sales
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headcount increased from twenty-nine at September 30, 1998 to thirty-nine at
September 30, 1999. Our marketing and sales expenses increased primarily due to
increases in salary expenses as a result of the increase in headcount, and
increases in advertising and marketing costs related to our DVD Creator product
line. Included in our marketing and sales expenses are dealer and employee
commission expenses, which as a percentage of net revenue increased from 3.8%
for the quarter ended September 30, 1998 to 5.3% for the quarter ended September
30, 1999.
RESEARCH AND DEVELOPMENT. Our research and development expenses increased
from $1,213,000 for the quarter ended September 30, 1998 to $1,691,000 for the
quarter ended September 30, 1999 and increased from $2,529,000 for the six
months ended September 30, 1998 to $3,291,000 for the six months ended September
30, 1999. Our research and development expenses represented 22.6%, 35.1%, 26.3%
and 31.6% for the quarter and six months ended September 30, 1998 and 1999,
respectively. We capitalize our software development costs in accordance with
Statement of Financial Accounting Standards No. 86. (This means that a portion
of the costs we incur for software development are not recorded as an expense in
the period in which they are actually incurred. Instead they are recorded as an
asset on our balance sheet. The amount recorded on our balance sheet is then
amortized over the estimated life of the products.) Our research and development
expenses increased primarily due to increases in salary expenses as a result of
the increase in headcount. Headcount increased from twenty-five at September 30,
1998 to thirty-six at September 30, 1999. Our research and development expenses
also increased due to consulting and prototype expenses associated with
introductions of new products, including our DVDit! and DVD Fusion products
which were released during the quarter ended September 30, 1999. Prototype and
consulting expenses can fluctuate significantly from period to period depending
upon the status of hardware and software development projects and our schedule
of new product introductions.
GENERAL AND ADMINISTRATIVE. Our general and administrative expense decreased
from $402,000 for the quarter ended September 30, 1998 to $364,000 for the
quarter ended September 30, 1999 and from $775,000 for the six months ended
September 30, 1998 to $732,000 for the six months ended September 30, 1999.
Our general and administrative expenses represented 7.5%, 7.6%, 8.1% and 7.0% of
net revenue for the quarter ended September 30, 1998 and 1999 and the six months
ended September 30, 1998 and 1999, respectively. We anticipate that general and
administrative expenses will increase in the future as costs increase and our
operations expand.
OTHER EXPENSE, NET. The "Other Expense" item on our statement of operations
includes primarily the net amount of interest or other financing charges we have
incurred due to borrowings reduced by the interest we earn on cash balances and
short term investments. For the quarter and six months ended September 30, 1998
and 1999, we incurred interest and other financing charges related to financing
agreements we had with entities associated with Hambrecht & Quist, as well as
borrowings under our bank credit line.
PROVISION FOR INCOME TAXES. In accordance with Statement of Financial
Accounting Standards No. 109, no provision was made for income taxes for the
quarter ended September 30, 1998 and 1999, respectively. For the six months
ended September 30, 1999 a benefit was recorded (during the quarter ended June
30, 1999) to reflect the refund due us per the conclusion of an Internal Revenue
Service audit. During the fiscal year ended March 31, 1996, we exhausted our
ability to carryback tax losses.
LIQUIDITY AND CAPITAL RESOURCES. In December, 1996 we entered into a Loan
and Security Agreement with Silicon Valley Bank. This Agreement, which we
sometimes refer to as our "bank credit line", has been modified or renewed at
various times since December 1996. The current bank credit line (renewed in
September, 1999) provides for up to $2,500,000 in available borrowings based
upon our eligible accounts receivable balances. This bank credit line provides
for a variety of covenants, including among other things, that we maintain
certain financial ratios. The bank credit line is collateralized by a security
interest in substantially all of our assets. Interest on borrowings under this
agreement is payable monthly at a rate of one and one quarter percent in excess
of the prime rate. On September 30, 1999 $922,000 was outstanding under this
agreement. The Company was in compliance with its debt covenants under this
agreement at September 30, 1999.
In December, 1996, we also obtained a $5,100,000 financing facility with
entities associated with Hambrecht & Quist. This facility included subordinated
debt as well as equipment lease financing. We received $3,000,000 of
subordinated debt from Hambrecht & Quist Transition Capital, LLC and $1,100,000
of subordinated debt from Hambrecht & Quist Guaranty Finance, LLC pursuant to
the above facility. The remaining $1,000,000 of the facility was used to fund a
master lease line for financing of future capital asset purchases. The facility
with the Hambrecht & Quist entities is secured by an interest in our fixed
assets and substantially all of our other assets but is
11
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subordinate to our bank credit line. In connection with this financing facility
we issued warrants to purchase 260,200 common shares to entities associated with
Hambrecht & Quist. The Hambrecht & Quist entities were entitled to exercise the
warrants with respect to 130,100 shares at an exercise price of $10.00 at any
time on or before December 24, 2004, and with respect to 130,100 shares at an
exercise price of $7.00 at any time on or after December 24, 1997 and before
December 24, 2004. In December, 1997, all of the $7.00 warrants were exercised
on a "net" basis, and the warrant holder received 40,266 shares of common stock.
We recorded $549,000 of deferred interest attributable to the value of the
warrants, which was amortized using the effective interest rate method to
interest expense over the term of the financing facility. The value of the
warrants was estimated using the Black-Scholes option pricing model and the
following assumptions: volatility of .75, risk free interest rate of 6.3% and
expected life equal to the contractual terms.
In March, 1998, we renegotiated our financing arrangement with Hambrecht &
Quist Guaranty Finance. The agreement we reached involved the restructuring of
$3,000,000 debt into $1,500,000 of convertible preferred stock and $1,500,000 of
debt. The interest rate on such restructured debt was 7.25% payable monthly and
the note was due in October 1999. We filed a Form S-3 Registration Statement
under the Securities Act of 1933 to register the 461,538 shares of our common
stock which underlie the Series C Convertible Preferred Stock issued to
Hambrecht & Quist Guaranty Finance. In connection with the agreement, the
exercise price of 90,000 of the $10.00 warrants issued in connection with the
original arrangement reached in December 1996 was changed to $3.25. We
accounted for this transaction by revaluing the new warrant, using comparable
assumptions as the original warrant grant and the resultant value of $90,000 is
being amortized to interest expense over the new loan period. In June, 1998,
90,000 of the $3.25 warrants were exercised on a "net exercise" basis, and
warrant holder received 29,691 shares of common stock. During the 1999 fiscal
year 167,500 shares of the Preferred Stock were converted into common stock.
In October, 1999, we renegotiated our financing arrangement with Hambrecht
& Quist Guaranty Finance. The agreement we reached involved the restructuring
of $1,500,000 debt into 250,000 shares of Series C Convertible Preferred Stock
and $1,000,000 of debt. The interest rate on the restructured debt is 7.25% and
the debt and interest is payable in monthly installments beginning on November
1, 1999 and continuing through April 30, 2001. In connection with this
agreement, we issued warrants to purchase 120,000 common shares at an exercise
price of $2.50. These warrants expire on April 30, 2006. The incremental
conversion feature and the warrants will be recorded at their fair value. We
also changed the conversion rate of our Series C Convertible Preferred Stock so
that each share of Series C Convertible Preferred Stock is convertible into
1.625 shares of Common Stock. We will be filing a Form S-3 Registration
Statement under the Securities Act of 1933 to register the shares of the common
stock which underlie the Series C Convertible Preferred Stock and the 120,000
shares of our common stock which underlie the warrants issued to Hambrecht &
Quist Guaranty Finance.
In December, 1997, we secured a $7,000,000 equity-based line of credit by
entering into a stock purchase agreement with Kingsbridge Capital Ltd.
("Kingsbridge"). Under this arrangement, we had the right to draw up to a total
of $7,000,000 in cash in exchange for common stock. Pricing of the common stock
issued was based on the market price of Sonic Solutions' common stock at the
time of a draw subject to a 14% discount and a 4% commission payable in common
stock. The availability of the credit line, and the amounts and timing of draws
under the line were subject to a number of conditions. In January, 1998, we
filed a Form S-3 Registration Statement under the Securities Act of 1933 to
register the resale of shares issued under this credit line. During the fiscal
year ended March 31, 1998, we drew $1,450,000 from this credit line for which we
issued 606,130 shares of common stock to Kingsbridge and 12,000 shares to
Trinity Capital Advisors. During the fiscal year ended March 31, 1999, we drew
an additional $2,358,000 from this credit line for which we issued 903,870
shares of common stock.
On May 20, 1999, we secured a new equity-based line of credit by entering
into a new stock purchase agreement with Kingsbridge. Under the new
arrangement, we may draw up to $12,000,000 in cash in exchange for common stock;
provided, however, that in any event we can not sell more than a total of
1,800,000 shares to Kingsbridge under this arrangement, unless we obtain
shareholder approval. Pricing of the common stock issued under this arrangement
is based on the market price of our common stock at the time of a draw,
discounted by 10% or 12% depending upon the price of our common stock. The
availability of the credit line, and the amounts and timing of draws under the
line were subject to a number of conditions. On May 27, 1999, we filed a
Registration Statement on Form S-1 to register for resale the shares we may
issue to Kingsbridge under this credit line and on August 12, 1999 the Statement
became effective. During the quarter ended September 30, 1999, we drew
$2,000,000 from this new credit line for which we issued 833,705 shares of
common stock.
Our operating activities have used cash of $1,219,000 and $2,033,000 for
the six months ended September 30, 1998 and 1999, respectively. Cash was used
primarily to fund the operating
12
<PAGE>
loss and to support the increase in accounts receivables for the six months
ended September 30, 1998. Cash was used primarily to fund the operating loss, to
support the increase in accounts receivables, and to support the increase in
inventoty, for the six months ended September 30, 1999.
We believe that existing cash, cash equivalents and short term investments,
cash generated from operations, and cash available from the new equity-based
line of credit will be sufficient to meet the Company's cash and investment
requirements at least through the middle of fiscal 2001.
As of September 30, 1999, the Company had cash and cash equivalents of
$1,682,000 and net working capital of $837,000.
IMPACT OF YEAR 2000 ISSUE. The year 2000 issue is the result of computer
programs being written using two digits rather than four to represent the
applicable year in a date. Any of our computer programs that have date-
sensitive software may recognize a date using "00" as the year 1900 (or some
other year) rather than the year 2000. This could potentially result in a
system failure or miscalculations causing disruptions of operations, including,
among other things, a temporary inability to process transactions, send
invoices, or engage in other similar normal business activities.
We are heavily dependent upon the proper functioning of our own computer or
data-dependent systems. These include our systems in information, business,
finance, operations, manufacturing and customer service. Any failure or
malfunctioning on the part of these or other systems could adversely affect our
business in ways that are not currently known, discernable, quantifiable or
otherwise anticipated by us.
We have ensured that our internal software and embedded technology are
already Year 2000 compliant. Thus, we do not expect this issue to have a
material effect on our operations. We also believe that all current versions of
our products are Year 2000 compliant.
We currently have only limited information on Year 2000 compliance of our
key suppliers and customers. We have received confirmation from a primary
supplier that it is Year 2000 compliant. We are currently surveying our key
suppliers and customers for Year 2000 compliance and will be developing our own
contingency plan in case of suppliers' failures. We anticipate that these
surveys and the development of our contingency plan should be completed by late
November, 1999. The operations of our key suppliers and customers could be
adversely affected by the Year 2000 problem, which could cause significant
problems in our business.
A survey of our leased properties and facilities, including vendors
providing power, local and long distance telecommunications, water, heating and
cooling, and various services to determine the status of embedded technology
equipment that could affect our operations, is currently being conducted.
Temporary disruption of our manufacturing, customer service, sales and
marketing, research and development and administrative functions may occur as a
result of vendors' non-compliance affecting the delivery of power,
telecommunications, water and heating and cooling services.
We believe we are taking the steps necessary to understand the Year 2000
issues; however, failure to adequately address all known and unknown Year 2000
compliance issues could have a material adverse effect on our business,
financing condition and results of operations. The remaining Year 2000
compliance activities are not expected to result in significant incremental
operating expenses. To date, we have not incurred significant incremental costs
to become Year 2000 compliant.
FORWARD LOOKING STATEMENTS. Certain statements in this Report, including
statements contained under the caption "Management's Discussion and Analysis of
Financial Condition and Results of Operations", constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Such forward looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of Sonic Solutions to be materially different from any future
results, performance or achievements express or implied by such forward-looking
statements. Such factors include, but are not limited to the following: general
economic and business conditions; charges and costs related to acquisitions; and
the ability of Sonic Solutions to develop and market products for the markets in
which it operates, to successfully integrate its acquired products and services,
to adjust to changes in technology, customer preferences, enhanced competition
and new competitors in the markets in which it operates.
13
<PAGE>
PART II - OTHER INFORMATION
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
No disclosure is required or applicable pursuant to Item 102 of Regulation S-K
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Annual Meeting of Shareholders held on September 7, 1999, at the
Company's headquarters, the Company shareholders voted to approve Robert J.
Doris, Robert M. Greber, Peter J. Marguglio and Mary C. Sauer to continue to
serve as directors for the ensuing year until their successors are elected. The
vote for the nominated directors was as follows: out of a total of 9,473,338
shares eligible to vote at the meeting: 8,393,932 voted in favor and 89,483
withheld for the approval of Robert J. Doris; 8,393,932 voted in favor and
89,483 withheld for the approval of Robert M. Greber; 8,385,532 voted in favor
and 97,883 withheld for the approval of Peter J. Marguglio, and; 8,393,797 voted
in favor and 89,483 withheld for the approval of Mary C. Sauer.
The second proposal, to amend the Company's Bylaws to provide for a Board
of not less than four nor more than seven directors, did not pass shareholder
approval. Out of a total of 9,473,338 shares eligible to vote at the meeting:
4,343,129 voted in favor, 83,618 voted against, and 292,557 abstained and
3,764,923 were broker "non-votes". As a result of this proposal not receiving
approval, the Company currently has a vacant seat on the Board.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27.1 Financial Data Schedule
(b) Reports on Form 8-K
None.
14
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant, Sonic Solutions, has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized, in the City of Novato,
State of California, on the 12th day of November, 1999.
SONIC SOLUTIONS
Signature Date
--------- -----
/s/ Robert J. Doris November 12, 1999
- ------------------------------
Robert J. Doris
President and Director
(Principal Executive Officer)
/s/ A. Clay Leighton November 12, 1999
- ------------------------------
A. Clay Leighton
Senior Vice President of Worldwide
Operations and Finance and Chief
Financial Officer (Principal Financial
Accounting Officer)
15
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