<PAGE> 1
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 June 30, 1996
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: 0-26524
MACKIE DESIGNS INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C>
Washington 91-1432133
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
</TABLE>
16220 Wood-Red Road, N.E., Woodinville, Washington 98072
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(206) 487-4333
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
- --------------------------------------------------------------------------------
(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
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Common Stock, no par value 12,885,000
- -------------------------- ----------------------------
Class Number of Shares Outstanding
(as of August 1, 1996)
<PAGE> 2
MACKIE DESIGNS INC.
FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 1996
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance sheets - June 30, 1996 and December 31, 1995
Statements of income - Three months and six months ended June 30,
1996 and 1995
Condensed statements of cash flows - Six months ended June 30,
1996 and 1995
Notes to financial statements
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
EXHIBITS
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MACKIE DESIGNS INC.
BALANCE SHEETS
<TABLE>
<CAPTION>
June 30, December 31,
1996 1995
(Unaudited)
------------ ------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 3,870,830 $ 3,857,185
Marketable securities 11,981,442 10,775,942
Accounts receivables, less allowance for doubtful accounts 13,961,485 9,703,927
Inventories 6,611,660 7,642,892
Income taxes receivable -- 379,100
Deferred taxes 378,000 204,000
Prepaid expenses and other current assets 644,247 607,847
----------- -----------
Total current assets 37,447,665 33,170,893
Furniture and equipment, net of accumulated depreciation 8,471,261 4,651,271
Other assets 385,236 112,893
----------- -----------
Total assets $46,304,161 $37,935,057
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 4,078,329 $ 1,468,066
Commissions payable 833,745 737,190
Accrued payroll and related taxes 613,754 522,717
Accrued vacation 255,814 162,891
Other accrued liabilities 409,990 237,362
Income taxes payable 469,000 --
----------- -----------
Total current liabilities 6,660,632 3,128,226
Deferred rent 22,750 --
Shareholders' equity:
Common stock 30,998,830 30,943,330
Retained earnings 8,621,949 3,863,501
----------- -----------
Total shareholders' equity 39,620,779 34,806,831
----------- -----------
Total liabilities and shareholders' equity $46,304,161 $37,935,057
=========== ===========
</TABLE>
See accompanying notes.
3
<PAGE> 4
MACKIE DESIGNS INC.
STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, June 30,
-------------------------------- --------------------------------
1996 1995 1996 1995
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net sales $ 20,778,657 $ 16,084,520 $ 40,282,746 $ 30,354,227
Cost of goods sold 12,785,456 9,394,567 24,505,095 17,226,979
------------ ------------ ------------ ------------
Gross profit 7,993,201 6,689,953 15,777,651 13,127,248
Operating expenses:
Marketing and sales 2,378,968 2,483,586 4,970,985 4,550,426
Administrative 1,336,533 732,039 2,621,764 1,469,564
Research and development 824,159 282,777 1,498,338 519,199
------------ ------------ ------------ ------------
Total operating expenses 4,539,660 3,498,402 9,091,087 6,539,189
------------ ------------ ------------ ------------
Operating income 3,453,541 3,191,551 6,686,564 6,588,059
Interest income 221,444 5,751 437,588 23,397
Interest expense -- (178,821) -- (194,838)
Other expense (23,330) -- (11,104) --
------------ ------------ ------------ ------------
Income before income taxes 3,651,655 3,018,481 7,113,048 6,416,618
Income tax provision 1,208,700 -- 2,354,600 --
------------ ------------ ------------ ------------
Net income $ 2,442,955 $ 3,018,481 $ 4,758,448 $ 6,416,618
============ ============ ============ ============
Net income per share $ 0.18 $ 0.34
============== =============
Weighted average shares outstanding 13,876,934 13,839,073
============= =============
Pro forma data:
Income before pro forma provision for
income taxes $ 3,018,481 $ 6,416,618
Pro forma provision for income taxes 1,032,300 2,194,500
-------------- ------------
Pro forma net income $ 1,986,181 $ 4,222,118
============== ============
Pro forma net income per share $ 0.16 $ 0.35
============== ============
Shares used in computation of pro forma
net income per share 12,088,433 12,088,433
============== ============
</TABLE>
See accompanying notes.
4
<PAGE> 5
MACKIE DESIGNS INC.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Six months ended
June 30,
-------------------------------
1996 1995
------------------ ------------
<S> <C> <C>
Net cash provided by operating activities $ 5,953,763 $ 6,373,494
INVESTING ACTIVITIES
Purchases of marketable securities (25,302,950) --
Proceeds from sale of marketable securities 24,097,450 --
Purchases of furniture and equipment (4,876,748) (1,794,194)
Proceeds from asset dispositions 86,630 --
------------ -----------
Net cash used in investing activities (5,995,618) (1,794,194)
FINANCING ACTIVITIES
Net proceeds from exercise of stock options 55,500 --
Payments on notes payable to related parties -- (681,277)
Proceeds from long-term debt -- 1,700,000
Payments on long-term debt -- (147,535)
Payments of dividends -- (5,545,756)
Deferred offering costs -- (211,950)
------------ -----------
Net cash provided by (used in) financing activities 55,500 (4,886,518)
------------ -----------
Net increase (decrease) in cash and cash equivalents 13,645 (307,218)
Cash and cash equivalents at beginning of period 3,857,185 307,218
------------ -----------
Cash and cash equivalents at end of period $ 3,870,830 $ --
============ ===========
SUPPLEMENTAL DISCLOSURES Noncash financing and investing activities:
Dividends paid in exchange for shareholder notes $ -- $ 8,469,309
============ ===========
Dividends declared but not paid $ -- $ 660,672
============ ===========
Cash paid for interest $ -- $ 62,576
============ ===========
Cash paid for income taxes $ 1,630,000 $ --
============ ===========
</TABLE>
See accompanying notes.
5
<PAGE> 6
MACKIE DESIGNS INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1996
(UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared by Mackie
Designs Inc. (the "Company") in accordance with generally accepted accounting
principles for interim financial statements 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 disclosures required by generally accepted accounting
principles for complete financial statements. In the opinion of the Company's
management, all adjustments (consisting of normal recurring accruals) necessary
for a fair presentation have been included. The results of operations for the
three and six month periods ended June 30, 1996 are not necessarily indicative
of future financial results. For further information, refer to the financial
statements and footnotes thereto for the year ended December 31, 1995 included
in the Company's Form 10-K filed with the Securities and Exchange Commission.
2. NET INCOME PER SHARE
Net income per share is computed based on the weighted average number of common
shares outstanding and gives effect to the following adjustments:
In accordance with the Securities and Exchange Commission requirements,
common and common equivalent shares issued during the 12-month period
prior to the filing of an initial public offering ("IPO") have been
included in the calculation as if they were outstanding for all periods
presented prior to the Company's IPO on August 17, 1995 using the treasury
stock method and the IPO price of $12 per share.
The net proceeds from the sale of 1,139,907 shares of common stock from
the Company's IPO are assumed to repay shareholder notes and to be used to
pay distributions to existing shareholders equal to the Company's
undistributed S Corporation earnings through the termination of the
Company's S Corporation status on August 17, 1995. These shares have been
included in the calculation as if they were outstanding for all periods
presented prior to the IPO.
3. INCOME TAXES
Through August 16, 1995, the Company was treated as an S Corporation for federal
income tax purposes. A pro forma income tax provision has been included in the
statements of income for the three months and six months ended June 30, 1995, as
if the Company had been a taxable entity during that period. On August 17, 1995,
the Company terminated its S Corporation status and became a taxable C
Corporation.
4. INVENTORIES
Inventories at June 30, 1996 and December 31, 1995 consisted of the following:
<TABLE>
<CAPTION>
June 30, December 31,
1996 1995
---------------- ----------------
<S> <C> <C>
Raw materials $ 4,735,735 $ 5,170,726
Work in process 850,658 345,512
Finished goods 1,025,267 2,126,654
---------------- ----------------
$ 6,611,660 $ 7,642,892
================ ================
</TABLE>
6
<PAGE> 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
GENERAL
The following information contains certain forward-looking statements that
anticipate future trends or events. These statements are based on certain
assumptions that may prove to be erroneous and are subject to certain risks
including, but not limited to, the Company's ability to introduce new products,
the concentration of the Company's current products in a relatively narrow
segment of the professional audio market, technological change and increased
competition in the industry, the Company's ability to manage its rapid growth,
its limited protection of technology and trademarks, various factors that impact
the Company's international operations including custom and tariff regulations,
currency fluctuations and lower gross margins, the Company's dependence on a
limited number of suppliers and on its network of representatives and
distributors, and its dependence on certain key personnel within the Company.
Accordingly, actual results may differ, possibly materially, from the
predictions contained herein.
The Company derives its operating revenue from worldwide sales of audio mixers
and related products. Sales outside the U.S. account for a significant portion
of the Company's total sales. International sales volumes have historically been
affected by foreign currency fluctuations relative to the U.S. dollar. The
Company prices its products in U.S. dollars worldwide. When weaknesses of local
currencies have made the Company's products more expensive, sales to those
countries have declined.
The Company's gross margins are affected by its international sales. Typically,
gross margins from exported products are lower than from those sold in the U.S.
due to discounts offered by the Company to its foreign distributors. The Company
offered its foreign distributors a weighted average discount of approximately
8.1% in 1993, 7.7% in 1994, 8.1% in 1995, and 12.3% in the first six months of
1996. Sales outside the U.S. represented approximately 30%, 36%, 34% and 37% of
the Company's net sales in 1993, 1994, 1995 and the first six months of 1996,
respectively. The Company expects to increase the percentage of sales to its
international markets. This trend is expected to have a negative effect on gross
margins as a percentage of net sales.
Effective November 1, 1995, the Company terminated the services of its exclusive
representative for sales to distributors outside the U.S. and Canada. Since
then, the Company has supervised the international marketing and sales of its
products internally. Because of this change, the Company has modified its
discount structure to foreign distributors such that the weighted average
discount is expected to increase. This will have a negative effect on gross
margins as a percentage of net sales. Also because of this change, the Company
has eliminated the commissions it was paying to its international
representative; however, the Company has incurred and will continue to incur
additional expenses associated with managing the international marketing and
sales of its products internally. The Company also plans to increase its
advertising efforts in international markets, which will increase sales and
marketing expenses.
The Company's gross margins are also affected by the purchase of some components
abroad. As a result of fluctuations in the value of local currencies relative to
the U.S. dollar, some of the Company's foreign component suppliers have
increased prices and may further increase prices. The Company currently does not
employ any foreign exchange hedging strategies, but may employ such strategies
in the future.
The Company does not generally track backlog. Generally, orders are shipped
within two weeks after receipt. In the case of new product introductions or
periods where product demand exceeds production capacity, the Company allocates
products to customers on a monthly basis until demand is met.
7
<PAGE> 8
The Company's gross margins have fluctuated from time to time due primarily to
inefficiencies related to the introduction and manufacturing of new products and
inefficiencies associated with integrating new equipment into the Company's
manufacturing processes. Historically, fluctuations have also resulted from
increases in overhead associated with each of the Company's several relocations,
varying prices of components and competitive pressures.
The Company plans to introduce new products and product revisions at a more
rapid rate than it has in the past. Some anticipated new products will require
the implementation of manufacturing practices with which the Company is not
familiar. This could result in lower margins as the Company becomes more
familiar with new manufacturing procedures.
As a result of its election to be treated as an S Corporation, the Company was
exempt from the payment of federal income taxes through August 16, 1995.
Accordingly, the Company's financial statements do not contain a provision for
income tax expense for periods through that date. Pro forma income statement
information is provided to reflect a provision for income taxes as if the
Company had been subject to federal income taxes as a C Corporation for all
periods presented.
RESULTS OF OPERATIONS
QUARTER ENDED JUNE 30, 1996 AS COMPARED WITH QUARTER ENDED JUNE 30, 1995
Net sales increased 29.2% to $20.8 million in the second quarter of 1996 from
$16.1 million in the second quarter of 1995. The increase in sales was primarily
attributable to the success of three new compact mixers, the MS1202-VLZ
(successor to the MS1202) introduced in October 1995, the MS1402-VLZ introduced
in January 1996 and the CR1604-VLZ (successor to the CR-1604) introduced in
February 1996, and also to the success of two SR Series mixers which were
introduced in May 1995 (SR24o4) and August 1995 (SR32o4). Sales of the three new
compact mixers, two of which were new versions of existing products, caused
sales of the compact mixer product line to increase to 55% of net sales for the
second quarter of 1996 from 37% in the second quarter of 1995. Sales of the SR
series mixers increased to 20% of net sales for the second quarter of 1996 from
7% in the second quarter of 1995. Sales outside the United States increased to
37% of the Company's total net sales in the second quarter of 1996 from 34% in
the second quarter of 1995 primarily due to the Company's continued emphasis on
increasing international sales.
Gross margin decreased to 38.5% in the second quarter of 1996 from 41.6% in the
second quarter of 1995. The decrease was due to increases in discounts offered
to international distributors following the Company's decision, effective
November 1, 1995, to terminate the services of its exclusive representative for
sales to distributors outside the U.S. and Canada. Since then, the Company has
supervised the international marketing and sales of its products internally. The
decrease in gross margin percentage was also due to a difference in product mix
for the second quarter of 1996 compared with the second quarter of 1995 as sales
of the SR24o4, the MS1202-VLZ and the CR1604-VLZ provided lower gross margin
percentages. As the Company has introduced new versions of existing products, it
has added more features to them without significant price increases.
Additionally, the gross margin decreased due to minor labor inefficiencies
caused by a significant increase in manufacturing personnel in order to meet
increasing product demand.
Marketing and sales expenses decreased to $2.4 million in the second quarter of
1996 from $2.5 million in the corresponding period of 1995. This decrease was
due primarily to a decrease in commission payments to independent
representatives, partially offset by increases in marketing staff and increased
expenditures in advertising media creation and placement. Due to these factors
and due to leveraging fixed marketing and
8
<PAGE> 9
sales expenses over a growing revenue base, marketing and sales expenses as a
percentage of net sales decreased to 11.4% in the second quarter of 1996 from
15.4% in the corresponding period of 1995.
Administrative expenses increased to $1.3 million for the second quarter of 1996
from $732,000 for the corresponding period of 1995. As a percentage of net
sales, these expenses increased to 6.4% in the second quarter of 1996 from 4.6%
in the corresponding period of 1995. The increase was due primarily to an
increase in staff and expenditures related to the Company's increased business
volume and various expenses associated with being a publicly held company.
Research and development expenses increased to $824,000 in the second quarter of
1996 from $283,000 in the corresponding period of 1995. As a percentage of net
sales, these expenses increased to 4.0% in the second quarter of 1996 from 1.8%
in the corresponding period of 1995. The increase was due primarily to increases
in R&D staff and expenditures related to the creation of two new engineering
groups (Digital Product Group and Acoustic Product Group) as the Company expands
its product line into other professional audio categories.
Interest income increased to $221,000 in the second quarter of 1996 from $6,000
in the second quarter of 1995 due to higher overall cash balances stemming from
the Company's August 1995 initial public offering ("IPO"). There was no interest
expense in the second quarter of 1996 compared with $179,000 in the second
quarter of 1995, primarily due to the repayment of all interest-bearing debt
following the Company's IPO. Other expense of $23,000 in the second quarter of
1996 (compared with none in the second quarter of 1995) resulted from losses on
the sale of capital equipment.
The provision for income taxes for the second quarter of 1996 of $1,209,000 is
based upon an expected overall effective rate for 1996 of 33.1%. The pro forma
provision for income taxes for the second quarter of 1995 of $1,032,000 was
based upon an expected overall effective rate for 1995 of 34.2%. The decrease in
the expected overall effective rate in 1996 from 1995 is due to the benefit
provided by the Company's foreign sales corporation formed in September 1995.
SIX MONTHS ENDED JUNE 30, 1996 AS COMPARED WITH SIX MONTHS ENDED JUNE 30, 1995
Net sales increased 32.7% to $40.3 million in the first six months of 1996 from
$30.4 million in the first six months of 1995. The increase in sales was
primarily due to the success of three new compact mixers, the MS1202-VLZ
(successor to the MS1202) introduced in October 1995, the MS1402-VLZ introduced
in January 1996 and the CR1604-VLZ (successor to the CR-1604) introduced in
February 1996, and also to the success of two SR Series mixers which were
introduced in May 1995 (SR24-4) and August 1995 (SR32-4). Sales of the three new
compact mixers, two of which were new versions of existing products, caused
sales of the compact mixer product line to increase to 50% of net sales for the
first six months of 1996 from 40% in the first six months of 1995. Sales of the
SR series mixers increased to 21% of net sales for the first six months of 1996
from 4% in the first six months of 1995. Sales outside the United States were
37% of the Company's total net sales in the first six months of 1996 compared
with 33% in the first six months of 1995.
Gross margin decreased to 39.2% in the first six months of 1996 from 43.2% in
the first six months of 1995. The decrease was due to increases in discounts
offered to international distributors following the Company's decision,
effective November 1, 1995, to terminate the services of its exclusive
representative for sales to distributors outside the U.S. and Canada. Since
then, the Company has supervised the international marketing and sales of its
products internally. The decrease in gross margin percentage was also due to a
difference in product mix in the first six months of 1996 compared with the
first six months of 1995 as sales of the SR24-4, the MS1202-VLZ and the
CR1604-VLZ provided lower gross margin percentages. As the Company has
introduced new versions of existing products, it has added more features to them
without significant price increases. Additionally, the gross margin decreased
due to minor labor inefficiencies in the
9
<PAGE> 10
second quarter of 1996 caused by a significant increase in manufacturing
personnel in order to meet increasing product demand.
Marketing and sales expenses increased to $5.0 million in the first six months
of 1996 from $4.6 million in the corresponding period of 1995. This increase was
due primarily to increases in marketing staff and increased expenditures in
advertising media creation and placement, partially offset by a decrease in
commission payments to independent representatives. As a percentage of net
sales, marketing and sales expenses decreased to 12.3% in the first six months
of 1996 from 15.0% in the first six months of 1995 due to leveraging fixed
marketing and sales expenses over a growing revenue base.
Administrative expenses increased to $2.6 million for the first six months of
1996 from $1.5 million for the corresponding period of 1995. As a percentage of
net sales, these expenses increased to 6.5% in the first six months of 1996 from
4.8% in the first six months of 1995. The increase was due primarily to an
increase in staff and expenditures related to the Company's increased business
volume and various expenses associated with being a publicly held company.
Research and development expenses increased to $1.5 million in the first six
months of 1996 from $519,000 in the corresponding period of 1995. As a
percentage of net sales these expenses increased to 3.7% in the first six months
of 1996 from 1.7% in the first six months of 1995. The increase was due
primarily to increases in R&D staff and expenditures related to the creation of
two new engineering groups (Digital Product Group and Acoustic Product Group) as
the Company expands its product line into other professional audio categories.
Interest income increased to $438,000 in the first six months of 1996 from
$23,000 in the first six months of 1995 due to higher overall cash balances
stemming from the Company's IPO. There was no interest expense in the first six
months of 1996 compared with $195,000 in the first six months of 1995, primarily
due to repayment of all interest-bearing debt following the Company's IPO. Other
expense of $11,000 in the first six months of 1995 (compared with none in the
first six months of 1995) resulted from losses on the sale of capital equipment.
The provision for income taxes for the first six months of 1996 of $2,355,000 is
based upon an expected overall effective rate for 1996 of 33.1%. The pro forma
provision for income taxes for the first six months of 1995 of $2,195,000 was
based upon an expected overall effective rate for 1995 of 34.2%. The decrease in
the expected overall effective rate in 1996 from 1995 is due to the benefit
provided by the Company's foreign sales corporation formed in September 1995.
LIQUIDITY AND CAPITAL RESOURCES
During the first six months of 1996, the Company's operating activities
generated cash of $6.0 million. Accounts receivable, net of allowances,
increased to $14.0 million at June 30, 1996 from $9.7 million at December 31,
1995 due to increasing sales and an increase in days' sales outstanding.
Inventory levels decreased to $6.6 million at June 30, 1996 from $7.6 million at
December 31, 1995 due to increased demand for the Company's products. Net cash
used in investing activities totaled $6.0 million during this period,
attributable to net purchases of furniture and equipment of $4.8 million and net
purchases of marketable securities of $1.2 million.
In November 1995, the Company entered into a business loan agreement with a
bank. The agreement provides three credit facilities to the Company including a
$5.0 million unsecured line of credit to finance any unexpected working capital
requirements. The line of credit bears interest at the bank's prime rate or at a
specified IBOR rate plus 1.5%, whichever the Company chooses. The agreement also
provides a $2.5
10
<PAGE> 11
million credit facility for capital equipment purchases or general corporate
purposes. Certain terms under this facility such as interest rate, repayment
period and collateral will be determined at the time advances are made to the
Company. The Company also has a $1.75 million line of credit for the purchase of
foreign exchange contracts. There were no borrowings outstanding on any of the
bank credit facilities at June 30, 1996. These credit facilities expire October
31, 1997. Under the terms of the business loan agreement, the Company must
maintain certain financial ratios and tangible net worth. The Company is in
compliance with all such covenants. The agreement also provides, among other
matters, restrictions on additional financing, dividends, mergers, and
acquisitions. The agreement also imposes an annual capital expenditure limit of
$10 million.
Although the Company cannot accurately anticipate the effects of inflation, the
Company does not believe inflation has had or is likely to have a material
effect on its results of operations or liquidity.
11
<PAGE> 12
PART II . OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is not a party to any material litigation or legal proceedings
at this time and is not aware of any potentially material litigation or
proceeding threatened against it.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit No. Description
----------- -----------
11 Computation of Net Income Per Share
(b) Reports on Form 8-K
Current Report on Form 8-K dated April 12, 1996 reporting under Item 5,
"Other Events," certain "Cautionary Statements" for the purpose of
establishing a readily available document that may be referenced
pursuant to the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995. No financial statements were filed.
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.
MACKIE DESIGNS INC.
----------------------------------
(Registrant)
Dated: August 1, 1996 By: /s/ Greg C. Mackie
----------------------------------
Greg C. Mackie
President and Chief Executive Officer
Dated: August 1, 1996 By: /s/ Thomas M. Elliott
----------------------------------
Thomas M. Elliott
Vice President-Finance and Chief
Financial Officer
13
<PAGE> 14
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Location
----------- ----------- --------
<S> <C> <C>
11 Computation of Net Income Per Share Page 15
</TABLE>
14
<PAGE> 15
EXHIBITS
EXHIBIT 11 - COMPUTATION OF NET INCOME PER SHARE
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, June 30,
--------------------------- ---------------------------
1996 1995 1996 1995
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Weighted average common shares outstanding 12,879,176 10,000,000 12,877,088 10,000,000
Net effect of dilutive stock equivalents based
on the treasury stock method using ending
market price 997,758 948,526 961,985 948,526
Sale of common stock from the initial public
offering assumed to repay amounts due to
pre-IPO shareholders for undistributed S
Corporation earnings -- 1,139,907 -- 1,139,907
---------- ---------- ---------- ----------
Total weighted average shares outstanding 13,876,934 12,088,433 13,839,073 12,088,433
========== ========== ========== ==========
Net income $ 2,442,955 $ 4,758,448
============ ============
Net income per share $ 0.18 $ 0.34
============ ============
Pro forma data:
Pro forma net income $ 1,986,181 $ 4,222,118
============ ============
Pro forma net income per share $ 0.16 $ 0.35
============ ============
</TABLE>
15
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<CURRENCY> U.S. Dollars
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<EXCHANGE-RATE> 1
<CASH> 3,870,830
<SECURITIES> 11,981,442
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0
0
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</TABLE>
