<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, 1997
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)
Washington 91-1432133
- -------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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 12,763,650
- ---------------------------- ----------------------------
Class Number of Shares Outstanding
(as of November 12, 1997)
<PAGE>
MACKIE DESIGNS INC.
FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 1997
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance sheets - September 30, 1997 and December 31, 1996
Statements of income - Three months and nine months ended
September 30, 1997 and 1996
Condensed statements of cash flows - Nine months ended September
30, 1997 and 1996
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
2
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MACKIE DESIGNS INC.
BALANCE SHEETS
<TABLE>
<CAPTION>
September 30, December 31,
1997 1996
(Unaudited)
------------ ------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 1,119,372 $ 2,366,184
Marketable securities 10,463,213 11,688,513
Accounts receivable, less allowance for doubtful accounts 14,425,971 9,693,035
Inventories 15,819,757 10,316,940
Income taxes receivable -- 182,627
Deferred taxes 865,000 685,000
Prepaid expenses and other current assets 1,048,243 673,585
------------ ------------
Total current assets 43,741,556 35,605,884
Furniture and equipment, net of accumulated depreciation 10,374,866 10,246,118
Other assets 413,871 403,948
------------ ------------
Total assets $ 54,530,293 $ 46,255,950
------------ ------------
------------ ------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 4,634,041 $ 2,053,079
Commissions payable 781,374 627,374
Accrued payroll and related taxes 624,651 226,498
Accrued vacation 356,456 217,097
Other accrued liabilities 749,657 461,662
Income taxes payable 818,573 --
------------ ------------
Total current liabilities 7,964,752 3,585,710
Deferred rent 71,500 42,250
Deferred taxes 627,000 345,000
Shareholders' equity:
Common stock 30,211,693 30,998,830
Retained earnings 15,655,348 11,284,160
------------ ------------
Total shareholders' equity 45,867,041 42,282,990
------------ ------------
Total liabilities and shareholders' equity $ 54,530,293 $ 46,255,950
------------ ------------
------------ ------------
</TABLE>
SEE ACCOMPANYING NOTES.
3
<PAGE>
MACKIE DESIGNS INC.
STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
--------------------------------- --------------------------------
1997 1996 1997 1996
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net sales $21,595,485 $16,092,600 $57,048,825 $56,375,346
Cost of goods sold 13,745,739 10,114,319 35,685,130 34,619,414
----------- ----------- ----------- -----------
Gross profit 7,849,746 5,978,281 21,362,695 21,755,932
Operating expenses:
Marketing and sales 2,587,487 2,103,320 7,456,055 7,074,305
Administrative 1,371,567 1,212,040 3,686,222 3,833,804
Research and development 1,458,759 878,649 4,392,662 2,376,987
----------- ----------- ----------- -----------
Total operating expenses 5,417,813 4,194,009 15,534,939 13,285,096
----------- ----------- ----------- -----------
Operating income 2,431,933 1,784,272 5,827,756 8,470,836
Interest income 202,788 228,348 624,693 665,936
Other expense -- -- (7,061) (11,104)
----------- ----------- ----------- -----------
Income before income taxes 2,634,721 2,012,620 6,445,388 9,125,668
Income tax provision 816,700 666,300 2,074,200 3,020,900
----------- ----------- ----------- -----------
Net income $ 1,818,021 $ 1,346,320 $ 4,371,188 $ 6,104,768
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Net income per share $ 0.13 $ 0.10 $ 0.32 $ 0.44
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Shares used in computation of net
income per share 13,756,879 13,657,660 13,728,135 13,765,022
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
</TABLE>
SEE ACCOMPANYING NOTES.
4
<PAGE>
MACKIE DESIGNS INC.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Nine months ended
September 30,
--------------------------------
1997 1996
------------ ------------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 4,371,188 $ 6,104,768
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 2,340,650 1,611,246
Loss on asset dispositions -- 11,104
Deferred income taxes 102,000 (168,000)
Changes in operating assets and liabilities:
Increase in accounts receivable (4,732,936) (1,359,973)
Increase in inventory (5,502,817) (2,760,760)
Decrease in income taxes receivable -- 118,773
Increase in prepaid expenses and other assets (374,658) (234,788)
Increase in other assets (59,927) (300,559)
Increase in accounts payable and accrued expenses 3,406,469 2,539,627
Increase (decrease) in commissions payable 154,000 (67,017)
Increase in income taxes payable 1,001,200 --
Increase in deferred rent 29,250 32,500
------------ ------------
Net cash provided by operating activities 734,419 5,526,921
INVESTING ACTIVITIES
Purchases of marketable securities (25,035,828) (36,858,145)
Proceeds from sale of marketable securities 26,261,128 36,638,594
Purchases of furniture and equipment (2,419,394) (6,527,120)
Proceeds from asset dispositions -- 86,630
------------ ------------
Net cash used in investing activities (1,194,094) (6,660,041)
FINANCING ACTIVITIES
Repurchase and retirement of common stock (936,825) --
Net proceeds from exercise of stock options 149,688 55,500
------------ ------------
Net cash provided by (used in) financing activities (787,137) 55,500
------------ ------------
Net decrease in cash and cash equivalents (1,246,812) (1,077,620)
Cash and cash equivalents at beginning of period 2,366,184 3,857,185
------------ ------------
Cash and cash equivalents at end of period $ 1,119,372 $ 2,779,565
------------ ------------
------------ ------------
SUPPLEMENTAL DISCLOSURES
Cash paid for income taxes $ 81,000 $ 1,389,627
------------ ------------
------------ ------------
</TABLE>
SEE ACCOMPANYING NOTES.
5
<PAGE>
MACKIE DESIGNS INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1997
(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 nine month periods ended September 30, 1997 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, 1996
included in the Company's Form 10-K filed with the Securities and Exchange
Commission.
2. INVENTORIES
Inventories at September 30, 1997 and December 31, 1996 consisted of the
following:
September 30, December 31,
1997 1996
------------- ------------
Raw materials $ 10,856,925 $ 8,003,941
Work in process 2,781,259 1,331,199
Finished goods 2,181,573 981,800
------------- ------------
$ 15,819,757 $ 10,316,940
------------- ------------
------------- ------------
6
<PAGE>
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 other professional audio equipment. 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 also 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 to the Company's foreign distributors.
These discounts are given because the foreign distributor typically incurs
certain expenses, including technical support, product service and in-country
advertising, that the Company normally incurs for domestic sales. The Company
offered its foreign distributors a weighted average discount of approximately
7.7% in 1994, 8.1% in 1995, 12.7% in 1996 and 14.7% in the first nine months of
1997. The increase in discounts is attributable to the fact that the Company
increased its discounts to foreign distributors after it terminated the services
of its exclusive representative for sales to foreign distributors in 1995 and
began supervising international marketing and sales internally. The increase in
discounts in 1997 is also attributable to additional discounts offered on
certain products. In conjunction with the increase in discounts, the Company
also eliminated the commissions it was paying to its international
representative. While the Company has eliminated these commissions, the Company
has incurred and will continue to incur additional expenses associated with
managing the international marketing and sales of its products. This is
expected to result in a net decrease in marketing and sales expenses as a
percentage of net sales. Sales outside the U.S. represented approximately 36%,
34%, 38% and 39% of the Company's net sales in 1994, 1995, 1996 and the first
nine months of 1997, 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 and a positive effect on marketing and
sales expenses as a percentage of net sales.
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'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.
7
<PAGE>
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.
RESULTS OF OPERATIONS
QUARTER ENDED SEPTEMBER 30, 1997 AS COMPARED WITH QUARTER ENDED
SEPTEMBER 30, 1996
Net sales increased 34.2% to $21.6 million in the third quarter of 1997 from
$16.1 million in the third quarter of 1996. The increase in sales was primarily
attributable to sales from new products: the SR40-8, FR Series-TM- power
amplifiers and the HR824 active studio monitor. Sales of the SR40-8 (which
became available in December 1996), FR Series-TM- power amplifiers (which became
available in December 1996) and the HR824 active studio monitor (which became
available in August 1997) accounted for 26% of net sales for the third quarter
of 1997. Sales outside the United States were 39% of the Company's total net
sales in the third quarter of 1997 compared with 37% in the third quarter of
1996.
Gross margin decreased to 36.3% in the third quarter of 1997 from 37.1% in the
third quarter of 1996. The gross margin percentage decreased due to a higher
weighted average discount offered to foreign distributors. Additionally, the
decrease in gross margin percentage was due to a difference in product mix for
the third quarter of 1997 compared with the third quarter of 1996 as sales of
certain product lines provided lower gross margins than other product lines.
Marketing and sales expenses increased to $2.6 million in the third quarter of
1997 from $2.1 million in the corresponding period of 1996. This increase was
due primarily to increased marketing and sales staff, increased advertising
expenses and increased commission payments to independent representatives. As a
percentage of net sales, marketing and sales expenses decreased to 12.0% in the
third quarter of 1997 from 13.1% in the corresponding period of 1996 due to the
application of fixed marketing and sales expenses over a higher revenue base.
Administrative expenses increased to $1.4 million for the third quarter of 1997
from $1.2 million for the corresponding period of 1996. This increase was due
primarily to an increase in expenditures related to the Company's increased
business volume, partially offset by a reallocation of rent expense from
administrative expenses to manufacturing overhead as additional space was
utilized in the manufacturing process. As a percentage of net sales, these
expenses were 6.4% in the third quarter of 1997 compared with 7.5% in the
corresponding period of 1996.
Research and development expenses increased to $1.5 million in the third quarter
of 1997 from $879,000 in the corresponding period of 1996. As a percentage of
net sales, these expenses increased to 6.8% in the third quarter of 1997 from
5.5% in the corresponding period of 1996. This increase was due primarily to
increases in R&D staff and expenditures as the Company expands its product line
into other pro-audio categories.
Interest income decreased to $203,000 in the third quarter of 1997 compared with
$228,000 in the third quarter of 1996 due to a lower average cash balance.
The provision for income taxes for the third quarter of 1997 of $817,000 is
based upon an expected overall effective rate for 1997 of 32%. The provision
for income taxes for the third quarter of 1996 of $666,000 was based upon an
expected overall effective rate for 1996 of 33%. The decrease in the
8
<PAGE>
expected overall effective rate in 1997 compared with 1996 is due to the
increased benefits provided by the Company's foreign sales corporation and the
research and development tax credit.
NINE MONTHS ENDED SEPTEMBER 30, 1997 AS COMPARED WITH NINE MONTHS ENDED
SEPTEMBER 30, 1996
Net sales increased 1.2% to $57.0 million in the first nine months of 1997 from
$56.4 million in the first nine months of 1996. The increase in sales was
primarily attributable to sales from new products (the SR40-8, FR Series-TM-
power amplifiers and the HR824 active studio monitor), partially offset by a
decrease in sales in two mixer product lines (the 8-Bus Series mixers and
compact mixers). Sales of the SR40-8 (which became available in December 1996),
FR Series-TM- power amplifiers (which became available in December 1996) and the
HR824 active studio monitor (which became available in August 1997) accounted
for 19% of net sales for the first nine months of 1997. Sales of the 8-Bus
Series mixers decreased to 16% of net sales for the first nine months of 1997
from 26% in the first nine months of 1996. Sales of compact mixers were 48% of
net sales for the first nine months of 1997 compared with 52% in the first nine
months of 1996. Sales outside the United States were 39% of the Company's total
net sales in the first nine months of 1997 compared with 37% in the first nine
months of 1996.
Gross margin decreased to 37.4% in the first nine months of 1997 from 38.6% in
the first nine months of 1996. The decrease in gross margin percentage was due
to startup costs associated with initial production of the SR40-8 and the FR
Series-TM- power amplifier, both of which were shipped in significant quantities
for the first time in the first quarter of 1997. The gross margin percentage
decrease was also due to a higher weighted average discount offered to foreign
distributors. Additionally, the decrease in gross margin percentage was due to
a difference in product mix for the first nine months of 1997 compared with the
first nine months of 1996 as sales of certain product lines provided lower gross
margins than other product lines.
Marketing and sales expenses increased to $7.5 million in the first nine months
of 1997 from $7.1 million in the corresponding period of 1996. This increase
was due primarily to increased marketing and sales staff and increased
advertising expenses. As a percentage of net sales, marketing and sales
expenses increased to 13.1% in the first nine months of 1997 from 12.5% in the
corresponding period of 1996.
Administrative expenses decreased to $3.7 million for the first nine months of
1997 from $3.8 million for the corresponding period of 1996. This decrease was
due primarily to a reallocation of rent expense from administrative expenses to
manufacturing overhead as additional space was utilized in the manufacturing
process, partially offset by an increase in various other expenditures related
to the Company's increased business activity. As a percentage of net sales,
these expenses were 6.5% in the first nine months of 1997 compared with 6.8% in
the corresponding period of 1996.
Research and development expenses increased to $4.4 million in the first nine
months of 1997 from $2.4 million in the corresponding period of 1996. As a
percentage of net sales, these expenses increased to 7.7% in the first nine
months of 1997 from 4.2% in the corresponding period of 1996. This increase was
due primarily to increases in R&D staff and expenditures as the Company expands
its product line into other pro-audio categories.
Interest income decreased slightly to $625,000 in the first nine months of 1997
compared with $666,000 in the first nine months of 1996 due to a lower average
cash balance.
The provision for income taxes for the first nine months of 1997 of $2,074,000
is based upon an expected overall effective rate for 1997 of 32%. The provision
for income taxes for the first nine months of 1996 of $2,355,000 was based upon
an expected overall effective rate for 1996 of 33%. The decrease in the
expected overall effective rate in 1997 compared with 1996 is due to the
increased benefits provided by the Company's foreign sales corporation and the
research and development tax credit.
9
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
During the first nine months of 1997, the Company's operating activities
generated cash of $734,000. Accounts receivable, net of allowances, increased
to $14.4 million at September 30, 1997 from $9.7 million at December 31, 1996
due to an increase in days' sales outstanding and an increase in net sales in
the third quarter of 1997 compared with the fourth quarter of 1996. Inventory
levels increased to $15.8 million at September 30, 1997 from $10.3 million at
December 31, 1996 due to increased inventory quantities for new products and an
inventory build-up related to increased sales in the third quarter of 1997
compared with the fourth quarter of 1996. Net cash used by investing activities
totaled $1.2 million during this period, attributable to net purchases of
furniture and equipment of $2.4 million and net sales of marketable securities
of $1.2 million. During this same period, the Company repurchased 120,400
shares of its own stock at a total cost of $937,000.
The Company has entered into a business loan agreement with a bank which
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 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 September 30, 1997. These credit
facilities expire April 30, 1998. 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.
10
<PAGE>
PART II . OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In June 1997, the Company filed a lawsuit against certain parties,
including one of the Company's major competitors and a major dealer of the
Company's products, alleging infringement of its intellectual property
rights. Defendants include Behringer Spezielle Studio-Technick GmbH
("Behringer"), Ulrich Bernard Behringer, Sam Ash Music Corporation, Samson
Technologies, Richard Ash and Scott Goodman. The suit claims damages in
the amount of $327 million. The case is pending in the United States
District Court for the Western District of Washington at Seattle as Mackie
Designs Inc. v. Behringer Spezielle Studio-Technick GmbH et al., Civil
Action No. C97-1010R. Legal proceedings were commenced in June 1997 in
Germany seeking injunctive relief against the Company related to the
publication by the Company of the U.S. lawsuit. While the Company intends
to vigorously prosecute these lawsuits, there can be no assurance that the
Company will prevail in any of the actions.
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
----------- ------------
10.25 Speaker Design Agreement dated September 18, 1997
between the Company and Radio Cine Forniture
(R.C.F.) S.p.A. Confidential treatment has been
requested of the Commission for certain portions
of this agreement.
11 Computation of Net Income Per Share
(b) REPORTS ON FORM 8-K
The Company filed no reports on Form 8-K during the third quarter of
1997.
11
<PAGE>
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: November 12, 1997 By: /s/ William A. Garrard
---------------------------------------
William A. Garrard
VICE PRESIDENT, FINANCE AND CHIEF
FINANCIAL OFFICER
(Principal Financial and Accounting
Officer)
12
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Location
- ----------- ----------- --------
10.25 Speaker Design Agreement dated September 18, 1997 Page 14
between the Company and Radio Cine Forniture
(R.C.F.) S.p.A.
11 Computation of Net Income Per Share Page 20
13
<PAGE>
EXHIBITS
EXHIBIT 10.25 - SPEAKER DESIGN AGREEMENT DATED SEPTEMBER 18, 1997 BETWEEN THE
COMPANY AND RADIO CINE FORNITURE (R.C.F.) S.P.A.
SPEAKER DESIGN AGREEMENT
This Agreement is made this 18th day of September, 1997, by and between Mackie
Designs Inc. ("Mackie"), a Washington corporation, and Radio Cine Forniture
(R.C.F.) S.p.A. ("RCF"), an Italian corporation.
REPRESENTATIONS
A. Mackie wishes to develop a line of speakers to be manufactured under its
name and trademark, and wishes to work with RCF to develop the design and
specifications for certain speakers.
B. RCF is a speaker manufacturer of some experience and wishes to work with
Mackie to develop the specifications, design and prototypes of the desired
speakers, and thereafter to manufacture them for Mackie in accordance with the
agreed upon specifications and design.
BASED UPON THE ABOVE REPRESENTATIONS, the parties promise and agree as follows:
1. DEVELOPMENT OF SPEAKER SPECIFICATIONS AND DESIGN: The parties will
jointly work together to design the speakers ("Speakers") described in Exhibit A
attached and incorporated into this Agreement by this reference.
Notwithstanding the above, each party will have the following respective
principal responsibilities:
1.1 Mackie will be principally responsible for the development of the
product ideas and the look and feel of the Speakers. This responsibility
will include the development of Speaker specifications in terms of output
and quality, and the design of the Speaker shape and feel.
1.2 RCF will be principally responsible to perform the research,
engineering, development and design required to achieve the specifications
developed by Mackie, and to reduce the engineering to drawings and written
specifications and schematics suitable for manufacturing. RCF will
manufacture both initial prototypes and preproduction prototypes of the
Speakers for Mackie's review and approval.
1.3 Each party will cooperate fully with the other in the development of
their areas of principal responsibility, with the goal being a quality
speaker in an indicated price range to be manufactured, marketed and sold
under the Mackie name and trademark.
1.4 Mackie shall have the final approval of all designs, specifications
and schematics, regardless of the identity of the party principally
responsible for their origination. Approval shall be given in writing,
with the final drawings, specifications and schematics so approved being
the manufacture-ready specifications and schematics.
1.5 Mackie shall pay for any and all costs and expenses in connection with
testing which Mackie determines is required for domestic and/or
international standards, including but not limited to, FCC Part 15 and CE
EN55013 shall be paid by Mackie. Mackie will arrange for such testing, and
all billing therefor shall be sent directly to, and be paid by, Mackie.
14
<PAGE>
1.6 The Speakers shall be developed in such sequence as Mackie shall
request.
2. MANUFACTURE OF SPEAKERS: Following completion of the final design,
specifications and schematics and the preproduction prototypes, RCF shall have
the sole and exclusive right to manufacture the Speakers. The Speakers shall be
manufactured in such quantities as are set forth in, and shall be delivered, FOB
RCF's plant, to such locations as Mackie shall specify in its various purchase
orders. The price to be paid by Mackie to RCF for the Speakers shall be set by
mutual agreement, taking into account RCF's research and development costs and
manufacturing costs for each Speaker, and shall allow RCF a reasonable
commercial manufacturing profit on each. In manufacturing the Speakers, RCF
shall adhere strictly to the final designs, specifications and schematics
approved by Mackie, and shall build all Speakers to the standards set forth
therein.
3. PRICE: [The text of this section has been deleted and filed separately
with the Securities and Exchange Commission pursuant to a request for
confidential treatment.]
4. DEVELOPMENT COSTS: Each party shall bear its own development costs, and
each party shall provide verifiable accounts of such costs for use in
determining the manufacture price of the Speakers and the final sales price of
the Speakers. Notwithstanding the above, Mackie shall send one of its engineers
to reside in Italy and assist in the development of the Speakers. Mackie will
pay the engineer's salary. RCF will reimburse the engineer for his residence
expenses, and Mackie will reimburse RCF for same upon presentation of a billing
therefor. During his stay in Italy, the engineer will be treated as a member of
RCF's staff for purposes of development and design of the Speakers; provided,
that nothing in this sentence shall constitute the engineer as an employee of
RCF, and he shall remain, at all times, an employee of Mackie.
5. SALE OF SPEAKERS: RCF shall manufacture and sell the Speakers only for
Mackie or Mackie's appointees, and shall not sell the Speakers nor disclose
their design, specifications and schematics to any third party whatsoever.
Mackie, or its appointees, shall have the sole right to sell and market the
Speakers worldwide, with all details of pricing, sale and marketing within the
sole discretion of Mackie.
6. INTELLECTUAL PROPERTY RIGHTS: All intellectual property rights to the
Speakers, including trademarks, patents and copyrights, shall be the sole
property of Mackie, and RCF shall cooperate fully with Mackie in securing such
rights in such jurisdictions as Mackie may specify from time to time; provided,
that Mackie reimburse any expenses incurred by RCF in supplying the assistance
required by this Section. Mackie hereby grants to RCF a limited license to
manufacture the Speakers under Mackie's trademarks strictly in accordance with
the terms of this Agreement. RCF shall not have the right to sublicense to any
third party unless Mackie first agrees thereto in writing, and Mackie may
withhold its approval at will.
7. REPRESENTATIONS AND WARRANTIES.
7.1 RCF'S REPRESENTATIONS AND WARRANTIES. RCF represents and warrants to
Mackie as follows:
7.1.1 To the best of RCF's knowledge, the final design, technical
specifications, and schematics of the Speakers will not infringe in
any way upon any copyright, patent, trade secret or other intellectual
property right owned or controlled by any third party, and constitutes
RCF's sole work product or that of its independent contractors or
employees;
7.1.2 It will not grant any license to a third party in violation
of this Agreement.
7.2 MACKIE'S REPRESENTATIONS AND WARRANTIES. Mackie represents and
warrants to RCF as follows:
15
<PAGE>
7.2.1 To the best of Mackie's knowledge, it owns all of the right,
title and interest in and to the trademark "Mackie" in connection with
the manufacture and sale of the Speakers, and such trademark does not
infringe in any way upon any trademark or other rights owned or
controlled by and third party;
7.2.2 It will not grant any license, or sublicense, to a third
party to manufacture the Speakers.
7.3 REPRESENTATIONS AND WARRANTIES OF BOTH PARTIES. Each party
represents and warrants to the other as follows:
7.3.1 It is a corporation duly organized and validly existing
under the laws of the jurisdiction above stated, with full power and
authority to carry on its business as now conducted and to enter into
and carry out the terms of this Agreement;
7.3.2 It has obtained all necessary corporate and other
authorizations and approvals required for the execution and delivery
of this Agreement;
7.3.3 This Agreement constitutes its legal, valid and binding
agreement, enforceable against it in accordance with its terms,
subject to the laws of bankruptcy and laws of general applicability
relating to or affecting enforcement of creditors rights, and judicial
discretion in the application of principles of equity; and,
7.3.4 Neither the execution and delivery by it of this Agreement
will conflict with or result in a violation or breach of any provision
of, or constitute a default under its Articles of Incorporation or
bylaws, or any statute, order, judgment, decree, license, permit, rule
or regulation of any court or any governmental body by which it is
bound, or any contract, agreement, or other instrument to which it is
a party or by which it is bound.
8. TERM OF AGREEMENT. The term of this Agreement shall commence upon the
execution hereof and continue in effect until terminated in accordance with
Section 10.
9. IMPERFECTIONS IN SPEAKERS. As between Mackie and RCF, Mackie will have
the principal responsibility of servicing all of Speakers. However, if, in the
course of its activities, Mackie, acting reasonably, should determine that there
are errors in the design, manufacture, workmanship or materials used in the
Speakers, RCF shall provide corrections or replacements for such errors
promptly, and will, at its sole expense, provide all necessary replacement
Speakers. To the extent reasonably requested, RCF will provide reasonable
assistance to Mackie in reviewing and analyzing suspected problems or
difficulties with the Speakers.
10. EVENTS OF DEFAULT. The occurrence of any one of the following events
shall constitute an event of default under this Agreement:
10.1 FAILURE TO PAY. Failure by Mackie to pay, when due, to RCF any sum
required under this Agreement.
10.2 UNCORRECTED BREACH. Breach by either party of any of the terms and
conditions of this Agreement which is not or cannot be cured within thirty
(30) days following written notice of breach from the nonbreaching party.
10.3 BANKRUPTCY. The filing of a petition in bankruptcy by or on behalf
of either party to this Agreement, which petition is not dismissed within
thirty (30) days of its filing.
16
<PAGE>
10.4 GENERAL ASSIGNMENT. The making of a general assignment for the
benefit of creditors by either party.
10.5 RECEIVERSHIP. The appointment of a receiver, conservator or similar
officer with respect to all or substantially all of the assets of either
party, which appointment is not dismissed within thirty (30) days; or
11. EFFECT OF DEFAULT. Upon the occurrence of an Event of Default, the non-
defaulting party shall have the right to terminate this Agreement with no
further obligation to the defaulting party, and/or to seek damages from the
defaulting party for any harm or damage occasioned or incurred as a result
thereof. Notwithstanding the foregoing, the following obligations shall survive
termination of this Agreement: (a) all representations and warranties given
hereunder by either party; (b) all service or assistance with service
obligations contained in this Agreement; and, (c) all payment obligations
hereunder.
12. LIABILITY. Neither party shall be liable to the other party or its
customers for any indirect, consequential, special or exemplary damages arising
from the performance or nonperformance of such party's obligations pursuant to
this Agreement or from RCF's manufacture of the Speakers.
13. WAIVER. Nothing contained herein or omitted shall be construed as a
waiver of any rights or remedies that either party may have in the event that
such party becomes the subject of any claim, action, suit, liability, loss,
damage or cost arising out of this Agreement or the activities contemplated
hereby.
14. INSURANCE. Each party shall maintain Comprehensive General Liability
Insurance and/or Excess Liability Insurance, all including Products Liability
Insurance and Contractual Liability Insurance and all including the other party
as an additional insured (with no liability for premium payments) during the
term of this Agreement and for a minimum of one (1) year following termination
hereof with limits of liability as follows:
$1,000,000.00 Each Occurrence; and
$1,000,000.00 Aggregate (where applicable), combined single limits.
Each party shall submit to the other party within thirty (30) days of the
execution of this Agreement a certificate of insurance evidencing the coverage
required by this Agreement. Such insurance shall be with companies reasonably
acceptable to the other party and such insurance shall provide that it may not
be canceled or materially changed except on at least thirty (30) days prior
written notice to the other party.
15. CONFIDENTIALITY. During the term of this Agreement and thereafter,
neither party shall disclose to any third person, or use for itself in any way
for pecuniary gain, any confidential information learned from the other party
during the course of the negotiations for this Agreement or during such term.
Upon termination of this Agreement, each party shall return to the other all
written material marked by the sending party as confidential or shall destroy
the same at the option of the party marking the material as confidential. Each
party shall limit access to confidential information to those employees and
agents with the need to know the same and shall advise such employees of the
party's obligations under the terms of this Section.
16. ARBITRATION. All disputes which arise under this Agreement or as a result
of any breach thereof, or which involve the interpretation of this Agreement,
shall be submitted by the parties to arbitration pursuant to the Arbitration
Rules applicable to the resolution of commercial disputes then in effect and
maintained by the International Chamber of Commerce; provided, that any such
arbitration shall be held in the City of Geneva, Switzerland. All decisions of
the arbitrators in such matter shall be final and binding upon the parties, and
may be enforced by a court of competent jurisdiction.
17
<PAGE>
17. MISCELLANEOUS PROVISIONS.
17.1 GOVERNING LAW. This Agreement shall be construed and interpreted in
accordance with the laws of the Republic of Italy.
17.2 INTEGRATION. This Agreement represents the entire understanding of
the parties with respect to the subject matter hereof and merges and
supersedes all prior understandings, whether written or oral, related to
the matters set forth herein.
17.3 SEVERABILITY. If any provision of this Agreement should become or be
deemed illegal, unenforceable or void, then the remaining provisions shall
be of full force and effect.
17.4 WAIVER. The failure of either party to insist upon the performance
of any of the provisions of this Agreement shall not be considered a waiver
or relinquishment of future compliance therewith, nor shall a waiver by
either party of any breach at one time of any provision operate as a waiver
of any other provision or as a continuing waiver of such provisions.
17.5 BINDING EFFECT ASSIGNMENT. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective heirs,
successors and assigns. Notwithstanding the above, neither party may or
shall assign this Agreement to any third party without the express written
authorization of the other, provided that either party may assign this
Agreement to an entity that is related to the assigning party by virtue of
at least fifty percent (50%) common ownership or control, or in connection
with the sale or transfer of all or substantially all of the assets of the
assigning party's business.
17.6 HEADINGS. Headings used in this Agreement are for reference purposes
only and shall not in any way affect the meaning or interpretation hereof.
17.7 NO AGENCY. The relationship between the parties shall be that of
independent contractors, and nothing contained in this Agreement shall
create the relationship of principal and agent or otherwise permit either
party to incur any debts or liabilities or obligations on behalf of the
other party (except as specifically provided herein).
17.8 FULLY NEGOTIATED. Except as expressly otherwise provided in this
Agreement, this Agreement shall be construed as having been fully and
completely negotiated and neither the Agreement nor any provision thereof
shall be construed more strictly against either party.
17.9 NOTICES. Any notice or report given or required to be given under
this Agreement shall be in writing, shall be sent postage prepaid by
registered or certified mail, return receipt requested or by hand or
messenger delivery, or by Federal Express or similar overnight delivery
service, or by facsimile transmission, to the other party, at the following
address (unless either party at any time to times designates another
address for itself by notifying the other party thereof by certified mail),
in which case all notices to such party thereafter shall be given at the
following or at such address as either party may supply to the other in
writing:
If to Mackie: Mackie Designs, Inc.
16220 Wood-Red Road NE
Woodinville, Washington 98072
Attn.: Chief Operating Officer
18
<PAGE>
If to RCF: Radio Cine Forniture (R.C.F.) S.p.A.
Via G Notari 1/A
42029 S. Maurizio
(Reggio Emilia) Italy
17.10 ATTORNEYS' FEES. In the event of any litigation or arbitration
between the parties arising out of the execution of this Agreement or any
claimed breach thereof, the prevailing party in such litigation shall be
entitled to recover its reasonable attorneys' fees and reasonable costs of
litigation (including on appeal thereof), in addition to any other award or
decree granted or given by the court or arbitrators.
17.11 ENTIRE AGREEMENT. This Agreement contains the entire agreement
between the parties, and there are no other understandings or agreements,
whether written or oral, which affect the terms hereof. This Agreement may
be modified or amended only by a subsequent written agreement executed by
both parties.
17.12 TIME. Time is of the essence thereof.
DATED, the day and year first above written.
MACKIE DESIGNS INC. RADIO CINE FORNITURE (R.C.F.) S.P.A.
By: /s/ Roy D. Wemyss By: /s/ Arturo Vicari
------------------------------- --------------------------------
Title: Chief Operating Officer Title: Managing Director
19
<PAGE>
EXHIBIT 11 - COMPUTATION OF NET INCOME PER SHARE
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
--------------------------- -------------------------------
1997 1996 1997 1996
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Weighted average common shares outstanding 12,806,047 12,885,000 12,847,587 12,879,708
Net effect of dilutive stock equivalents based
on the treasury stock method using ending
market price in 1997 and average market
price in 1996 950,832 772,660 880,548 885,314
------------ ------------ ------------ ------------
Total weighted shares outstanding 13,756,879 13,657,660 13,728,135 13,765,022
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
Net income $ 1,818,021 $ 1,346,320 $ 4,371,188 $ 6,104,768
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
Net income per share $ 0.13 $ 0.10 $ 0.32 $ 0.44
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
</TABLE>
20
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 1,119,372
<SECURITIES> 10,463,213
<RECEIVABLES> 15,421,814
<ALLOWANCES> (995,843)
<INVENTORY> 15,819,757
<CURRENT-ASSETS> 43,741,556
<PP&E> 16,128,733
<DEPRECIATION> (5,753,867)
<TOTAL-ASSETS> 54,530,293
<CURRENT-LIABILITIES> 7,964,752
<BONDS> 0
0
0
<COMMON> 30,211,693
<OTHER-SE> 15,655,348
<TOTAL-LIABILITY-AND-EQUITY> 54,530,293
<SALES> 57,048,825
<TOTAL-REVENUES> 57,048,825
<CGS> 35,685,130
<TOTAL-COSTS> 15,362,338
<OTHER-EXPENSES> 7,061
<LOSS-PROVISION> 172,601
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 6,445,388
<INCOME-TAX> 2,074,200
<INCOME-CONTINUING> 4,371,188
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,371,188
<EPS-PRIMARY> .33
<EPS-DILUTED> .32
</TABLE>
