<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 March 31, 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 12,885,000
- -------------------------- ----------------------------
Class Number of Shares Outstanding
(as of May 12, 1997)
<PAGE> 2
MACKIE DESIGNS INC.
FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 1997
INDEX
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION
<S> <C>
Item 1. Financial Statements
Balance sheets - March 31, 1997 and December 31, 1996
Statements of income - Three months ended March 31, 1997 and 1996
Condensed statements of cash flows - Three months ended March 31,
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
</TABLE>
2
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MACKIE DESIGNS INC.
BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, 1997 December 31, 1996
(Unaudited)
-------------- ------------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 1,751,152 $ 2,366,184
Marketable securities 13,434,415 11,688,513
Accounts receivables, less allowance for doubtful accounts 11,294,682 9,693,035
Inventories 10,059,563 10,316,940
Income taxes receivable -- 182,627
Deferred taxes 780,000 685,000
Prepaid expenses and other current assets 807,203 673,585
----------- -----------
Total current assets 38,127,015 35,605,884
Furniture and equipment, net of accumulated depreciation 10,457,026 10,246,118
Other assets 405,023 403,948
----------- -----------
Total assets $48,989,064 $46,255,950
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 3,114,873 $ 2,053,079
Commissions payable 633,296 627,374
Accrued payroll and related taxes 484,664 226,498
Accrued vacation 191,362 217,097
Other accrued liabilities 271,470 281,662
Income taxes payable 384,773 --
----------- -----------
Total current liabilities 5,080,438 3,585,710
Deferred rent 52,000 42,250
Deferred taxes 434,000 345,000
Shareholders' equity:
Common stock 30,998,830 30,998,830
Retained earnings 12,423,796 11,284,160
----------- -----------
Total shareholders' equity 43,422,626 42,282,990
----------- -----------
Total liabilities and shareholders' equity $48,989,064 $46,255,950
=========== ===========
</TABLE>
See accompanying notes.
3
<PAGE> 4
MACKIE DESIGNS INC.
STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
Three months ended
March 31,
------------------------------
1997 1996
------------ ------------
<S> <C> <C>
Net sales $ 16,767,951 $ 19,504,089
Cost of goods sold 10,376,833 11,719,639
------------ ------------
Gross profit 6,391,118 7,784,450
Operating expenses:
Marketing and sales 2,307,265 2,592,017
Administrative 1,125,971 1,285,231
Research and development 1,462,972 674,179
------------ ------------
Total operating expenses 4,896,208 4,551,427
------------ ------------
Operating income 1,494,910 3,233,023
Interest income 213,187 216,144
Other income (expense) 12,226 (7,061)
------------ ------------
Income before income taxes 1,701,036 3,461,393
Income tax provision 561,400 1,145,900
------------ ------------
Net income $ 1,139,636 $ 2,315,493
============ ============
Net income per share $ 0.09 $ 0.17
============ ============
Shares used in computation of net income per share 13,313,118 13,760,524
============ ============
</TABLE>
See accompanying notes.
4
<PAGE> 5
MACKIE DESIGNS INC.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Three months ended
March 31,
-----------------------------
1997 1996
----------- -----------
<S> <C> <C>
Net cash provided by operating activities $ 2,062,801 $ 1,948,288
INVESTING ACTIVITIES
Purchases of marketable securities (9,067,996) (6,270,499)
Proceeds from sale of marketable securities 7,322,094 9,303,832
Purchases of furniture and equipment (931,931) (1,416,522)
Proceeds from asset dispositions -- 64,031
----------- -----------
Net cash provided by (used in) investing activities (2,677,833) 1,680,842
FINANCING ACTIVITIES -- --
----------- -----------
Net increase (decrease) in cash and cash equivalents (615,032) 3,629,130
Cash and cash equivalents at beginning of period 2,366,184 3,857,185
----------- -----------
Cash and cash equivalents at end of period $ 1,751,152 $ 7,486,315
=========== ===========
SUPPLEMENTAL DISCLOSURES
Cash paid for income taxes $ -- $ 50,500
=========== ===========
</TABLE>
See accompanying notes.
5
<PAGE> 6
MACKIE DESIGNS INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 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 month period ended March 31, 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 March 31, 1997 and December 31, 1996 consisted of the following:
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
----------- -----------
<S> <C> <C>
Raw materials $ 7,983,284 $ 8,003,941
Work in process 1,372,298 1,331,199
Finished goods 703,981 981,800
----------- -----------
$10,059,563 $10,316,940
=========== ===========
</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 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 13.6% in the first quarter 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. 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 41% of the Company's net sales in
1994, 1995, 1996 and the first quarter 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
7
<PAGE> 8
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.
RESULTS OF OPERATIONS
QUARTER ENDED MARCH 31, 1997 AS COMPARED WITH QUARTER ENDED MARCH 31, 1996
Net sales decreased 14.0% to $16.8 million in the first quarter of 1997 from
$19.5 million in the first quarter of 1996. The decrease in sales was primarily
attributable to a decrease in sales in the 8oBus Series mixers. Sales of the
8oBus Series mixers decreased to 16% of net sales for the first quarter of 1997
from 31% in the first quarter of 1996. Sales outside the United States increased
to 41% of the Company's total net sales in the first quarter of 1997 from 36% in
the first quarter of 1996 primarily due to a larger percentage decline in
domestic sales than international sales.
Gross margin decreased to 38.1% in the first quarter of 1997 from 39.9% in the
first quarter of 1996. The decrease in gross margin percentage was due to
startup costs associated with initial production of the SR40o8 and the FR
Series(TM) power amplifiers, both of which were shipped in significant
quantities for the first time in the first quarter of 1997. Additionally, the
gross margin decreased due to labor and overhead inefficiencies caused by a
lower than anticipated sales volume in the first quarter of 1997, and also due
to a higher weighted average discount offered to foreign distributors.
Marketing and sales expenses decreased to $2.3 million in the first quarter of
1997 from $2.6 million in the corresponding period of 1996. This decrease was
due primarily to lower commission payments to independent representatives'
caused by the decrease in net sales. As a percentage of net sales, marketing and
sales expenses increased to 13.8% in the first quarter of 1997 from 13.3% in the
corresponding period of 1996 due to the application of fixed marketing and sales
expenses over a lower revenue base.
Administrative expenses decreased to $1.1 million for the first quarter of 1997
from $1.3 million for the corresponding period of 1996. The 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. As a percentage of net sales, these expenses increased to 6.7% in the
first quarter of 1997 from 6.6% in the corresponding period of 1996.
Research and development expenses increased to $1.5 million in the first quarter
of 1997 from $674,000 in the corresponding period of 1996. As a percentage of
net sales, these expenses increased to 8.7% in the first quarter of 1997 from
3.5% in the corresponding period of 1996. The 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 $213,000 in the first quarter of 1997
compared with $216,000 in the first quarter of 1996 due to a slightly lower
average cash balance. Other expense of $7,000 in the first quarter of 1997
(compared with other income of $12,000 in the first quarter of 1996) resulted
from the disposition of capital equipment.
8
<PAGE> 9
The provision for income taxes for the first quarter of 1997 of $561,000 is
based upon an expected overall effective rate for 1997 of 33.0%. The provision
for income taxes for the first quarter of 1996 of $1,146,000 was based upon an
expected overall effective rate for 1996 of 33.1%. The decrease in the expected
overall effective rate in 1997 compared with 1996 is due to the increased
benefit provided by the Company's foreign sales corporation.
LIQUIDITY AND CAPITAL RESOURCES
During the first three months of 1997, the Company's operating activities
generated cash of $2.1 million. Accounts receivable, net of allowances,
increased to $11.3 million at March 31, 1997 from $9.7 million at December 31,
1996 due to an increase in days' sales outstanding. Inventory levels decreased
slightly to $10.1 million at March 31, 1997 from $10.3 million at December 31,
1996. Net cash used by investing activities totaled $2.7 million during this
period, attributable to net purchases of marketable securities of $1.8 million
and net purchases of furniture and equipment of $900,000.
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 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 March 31, 1997. 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.
9
<PAGE> 10
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
-------------------
The Company filed no reports on Form 8-K during the first quarter of
1997.
10
<PAGE> 11
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: May 12, 1997 By: /s/ GREG C. MACKIE
--------------------------------------------
Greg C. Mackie
President and Chief Executive Officer
Dated: May 12, 1997 By: /s/ ROY. D. WEMYSS
--------------------------------------------
Roy. D. Wemyss
Chief Operating Officer and Acting Chief
Financial Officer
11
<PAGE> 12
EXHIBIT INDEX
Exhibit No. Description Location
- ----------- ----------- --------
11 Computation of Net Income Per Share Page 13
27 Financial Data Schedule
12
<PAGE> 1
EXHIBITS
EXHIBIT 11 - COMPUTATION OF NET INCOME PER SHARE
<TABLE>
<CAPTION>
Three months ended
March 31,
----------------------------
1997 1996
----------- -----------
<S> <C> <C>
Weighted average common shares outstanding 12,885,000 12,875,000
Net effect of dilutive stock equivalents based on the
treasury stock method using average market price
in 1997 and ending market price in 1996 428,118 885,524
----------- -----------
Total weighted shares outstanding 13,313,118 13,760,524
=========== ===========
Net income $ 1,139,636 $ 2,315,493
=========== ===========
Net income per share $ 0.09 $ 0.17
=========== ===========
</TABLE>
13
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 1,751,152
<SECURITIES> 13,434,415
<RECEIVABLES> 12,172,705
<ALLOWANCES> (878,023)
<INVENTORY> 10,059,563
<CURRENT-ASSETS> 38,127,015
<PP&E> 14,640,100
<DEPRECIATION> (4,183,074)
<TOTAL-ASSETS> 48,989,064
<CURRENT-LIABILITIES> 5,080,438
<BONDS> 0
0
0
<COMMON> 30,998,830
<OTHER-SE> 12,423,796
<TOTAL-LIABILITY-AND-EQUITY> 48,989,064
<SALES> 16,767,951
<TOTAL-REVENUES> 16,767,951
<CGS> 10,376,833
<TOTAL-COSTS> 4,826,309
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 69,899
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,701,036
<INCOME-TAX> 561,400
<INCOME-CONTINUING> 1,139,636
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,139,636
<EPS-PRIMARY> .09
<EPS-DILUTED> .09
</TABLE>
