<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 March 31, 1999
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or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number: 0-26524
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MACKIE DESIGNS INC.
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(Exact name of registrant as specified in its charter)
Washington 91-1432133
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
16220 Wood-Red Road, N.E., Woodinville, Washington 98072
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(Address of principal executive offices) (Zip Code)
(425) 487-4333
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(Registrant's telephone number, including area code)
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(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 12,255,458
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Class Number of Shares Outstanding
(as of May 13, 1999)
<PAGE>
MACKIE DESIGNS INC.
FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 1999
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated balance sheets - March 31, 1999 and December 31, 1998
Consolidated statements of operations - Three months ended
March 31, 1999 and 1998
Consolidated statements of cash flows - Three months ended March
31, 1999 and 1998
Notes to consolidated 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>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MACKIE DESIGNS INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
(Unaudited)
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<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 916,007 $ 123,611
Available-for-sale securities 6,365,671 6,309,659
Accounts receivable, less allowance for doubtful accounts 29,739,397 30,501,951
Inventories 38,300,911 39,748,903
Prepaid expenses and other current assets 2,284,051 1,786,964
Deferred taxes 1,858,505 1,770,000
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Total current assets 79,464,542 80,241,088
Property, plant and equipment, net of accumulated depreciation 23,508,610 24,569,027
Goodwill, net of accumulated amortization 7,758,322 7,868,783
Bonds 3,973,283 4,293,524
Other assets 1,659,611 1,917,086
Deferred taxes 1,062,778 447,501
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Total assets $117,427,146 $119,337,009
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----------------- ------------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 12,803,638 $ 14,351,463
Bank line of credit and other short-term debt 16,028,555 12,057,654
Commissions payable 2,087,541 2,001,716
Accrued payroll and related taxes 2,960,728 2,731,363
Other accrued liabilities 2,623,429 3,212,832
Income taxes payable 859,818 1,762,752
Current portion of long-term debt 7,330,623 8,339,468
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Total current liabilities 44,694,332 44,457,248
Long-term debt 18,418,231 18,984,200
Employee and other liabilities 3,854,069 4,026,514
Deferred taxes 2,463,999 1,973,328
Other deferred items 202,961 206,776
Minority interest 133,139 119,886
Shareholders' equity:
Common stock 26,600,172 27,102,335
Retained earnings 21,032,389 22,401,585
Accumulated other comprehensive income 27,854 65,137
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Total shareholders' equity 47,660,415 49,569,057
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Total liabilities and shareholders' equity $117,427,146 $119,337,009
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</TABLE>
SEE ACCOMPANYING NOTES.
<PAGE>
MACKIE DESIGNS INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three months ended
March 31,
------------------------------------
1999 1998
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<S> <C> <C>
Net sales $ 30,959,373 $ 17,354,240
Cost of goods sold 20,755,005 10,525,273
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Gross profit 10,204,368 6,828,967
Operating expenses:
Marketing and sales 5,702,553 2,604,808
Administrative 3,653,303 1,615,186
Research and development 1,828,008 1,101,236
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Total operating expenses 11,183,864 5,321,230
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Operating income (loss) (979,496) 1,507,737
Interest income 176,534 167,727
Interest expense (853,632) --
Other expense (81,630) (21,860)
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Income (loss) before income taxes and minority interest (1,738,224) 1,653,604
Income tax provision (392,163) 496,100
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Income (loss) before minority interest (1,346,061) 1,157,504
Minority interest (23,135) --
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Net income (loss) $ (1,369,196) $ 1,157,504
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Basic income (loss) per share $ (0.11) $ 0.09
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Diluted income (loss) per share $ (0.11) $ 0.09
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</TABLE>
SEE ACCOMPANYING NOTES.
<PAGE>
MACKIE DESIGNS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Three months ended
March 31,
------------------------------------
1999 1998
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<S> <C> <C>
OPERATING ACTIVITIES
Net income (loss) $(1,369,196) $ 1,157,504
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 1,599,295 907,470
Loss on asset dispositions -- 21,860
Increase in minority interest 13,253 --
Deferred income taxes (213,111) (15,000)
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable 762,554 (411,221)
(Increase) decrease in inventory 1,447,992 (804,095)
(Increase) decrease in prepaid expenses and other current assets (497,087) 130,642
(Increase) decrease in other assets 53,580 (61,862)
Increase (decrease) in accounts payable and accrued expenses (1,907,863) 250,335
Increase (decrease) in commissions payable 85,825 (74,341)
Increase (decrease) in income taxes payable (902,934) 511,100
Increase (decrease) in deferred items (3,815) 9,750
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Net cash provided by (used in) operating activities (931,507) 1,622,142
INVESTING ACTIVITIES
Purchases of marketable securities (3,169,268) (3,516,560)
Proceeds from sales of marketable securities 523,256 1,151,216
Proceeds from maturities of marketable securities 2,590,000 3,321,405
Purchases of property, plant and equipment (829,171) (510,633)
Proceeds from asset dispositions -- 5,064
----------------- -----------------
Net cash provided by (used in) investing activities (885,183) 450,492
FINANCING ACTIVITIES
Payments on bank loans (474,042) --
Additions to employee liabilities 210,422 --
Payments on employee liabilities (74,246) --
Net proceeds on bank line of credit and short-term debt 3,970,901 --
Repurchase and retirement of common stock (510,488) (535,999)
Net proceeds from exercise of stock options 8,325 55,500
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Net cash provided by (used in) financing activities 3,130,872 (480,499)
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Translation adjustments (521,786) --
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Net increase in cash and cash equivalents 792,396 1,592,135
Cash and cash equivalents at beginning of period 123,611 975,180
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Cash and cash equivalents at end of period $ 916,007 $ 2,567,315
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SUPPLEMENTAL DISCLOSURES
Cash paid for income taxes $ 759,000 $ --
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Cash paid for interest $1,077,000 $ --
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</TABLE>
SEE ACCOMPANYING NOTES.
<PAGE>
MACKIE DESIGNS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1999
(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, 1999 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, 1998 included in the
Company's Form 10-K filed with the Securities and Exchange Commission.
2. ACQUISITION
On June 29, 1998, the Company, through a wholly owned subsidiary, acquired 100%
of the capital stock of Radio Cine Forniture (RCF) S.p.A. ("RCF"), an Italian
corporation. RCF is a manufacturer of audio speakers and speaker components
based in Reggio Emilia, Italy. The acquisition was accounted for under the
purchase method of accounting. The aggregate purchase price, plus related
acquisition costs, was approximately $15 million. The excess of the purchase
price over the fair value of net assets acquired is included in goodwill. The
results of operations of RCF have been included in the Company's consolidated
results of operations beginning on July 1, 1998.
3. INVENTORIES
Inventories at March 31, 1999 and December 31, 1998 consisted of the following:
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
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<S> <C> <C>
Raw materials $16,368,601 $17,044,196
Work in process 5,917,164 5,012,847
Finished goods 16,015,146 17,691,860
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$38,300,911 $39,748,903
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</TABLE>
4. COMPREHENSIVE INCOME (LOSS)
Components of comprehensive net income (loss) are as follows:
<TABLE>
<CAPTION>
Three months ended March 31,
-----------------------------------------
1999 1998
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<S> <C> <C>
Net income (loss) $ (1,369,196) $ 1,157,504
Foreign currency translation (37,283) --
-------------------- --------------------
Comprehensive net income (loss) $ (1,406,479) $ 1,157,504
-------------------- --------------------
-------------------- --------------------
</TABLE>
<PAGE>
5. SEGMENT AND GEOGRAPHIC INFORMATION
The Company has two reportable segments: Mackie Designs Inc. and its
subsidiary, RCF. The Mackie segment offers audio mixers and other
professional audio equipment. The RCF segment offers loudspeakers and
speaker components. A summary of key financial data by segment is as
follows:
<TABLE>
<CAPTION>
Elimination of
intercompany
Mackie RCF amounts Total
----------------- ---------------- ------------------ --------------
(in thousands)
<S> <C> <C> <C> <C>
Three months ended March 31, 1999:
Net sales $ 20,224 $ 13,238 $(2,503) $ 30,959
Operating loss (406) (448) (125) (979)
Interest income 405 93 (321) 177
Interest expense (367) (808) 321 (854)
Depreciation and amortization 1,102 497 -- 1,599
Income tax provision (110) (244) (38) (392)
Purchases of property, plant and equipment 206 623 -- 829
Total property, plant and equipment, net 10,388 13,121 -- 23,509
Total assets 57,428 64,275 (4,276) 117,427
</TABLE>
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
GENERAL
The following information includes forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. This Act provides a
"safe harbor" for forward-looking statements to encourage companies to provide
prospective information about themselves as long as they identify these
statements as forward-looking and provide meaningful cautionary statements
identifying important factors that could cause actual results to differ from the
projected results. All statements other than statements of historical fact made
in this Quarterly Report on Form 10-Q are forward-looking. In particular,
statements herein regarding future results of operations and financial position,
the Company's ability to develop and introduce new products, the Company's
ability to manage its rapid growth, its ability to integrate the operations of
RCF, the assessment of the Company's Year 2000 and Euro compliance exposures and
completion of remediation efforts, and any other guidance on future periods are
forward-looking statements. Forward-looking statements reflect management's
current expectations and are inherently uncertain. The Company's actual results
may differ significantly from management's expectations.
The Company derives its operating revenue from worldwide sales of audio mixers,
speakers 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. 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 by Mackie are lower than from
those sold in the U.S. due to discounts offered to its international
distributors. RCF does not offer discounts to its distributors. The discounts
offered by Mackie are given because the international 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 international distributors a weighted-average discount of
approximately 12.7% in 1996, 14.8% in 1997, 10.1% in 1998, and 4.9% in the first
three months of 1999. The decrease in discounts is attributable to the lack of
discounts offered by RCF. Sales outside the U.S. represented approximately 38%,
38%, 44% and 47% of the Company's net sales in 1996, 1997, 1998, and the first
three months of 1999, respectively.
The Company's gross margins are also affected by the purchase of some components
outside of the U.S. and Italy. As a result of fluctuations in the value of local
currencies relative to the U.S. Dollar and Italian Lira, some of the Company's
international component suppliers have increased prices and may further increase
prices. The Company employs foreign exchange hedging strategies for certain
currencies to help mitigate the effect of currency fluctuations.
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
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.
<PAGE>
RESULTS OF OPERATIONS
QUARTER ENDED MARCH 31, 1999 AS COMPARED WITH QUARTER ENDED MARCH 31, 1998
Net sales increased 78.4% to $31.0 million in the first quarter of 1999 from
$17.4 million in the first quarter of 1998. The increase was primarily
attributable to the inclusion of RCF's sales of $12.6 million. Sales outside the
U.S. increased to 47% of the Company's total net sales in the first quarter of
1999 from 25% in the first quarter of 1998. This increase was due mainly to the
inclusion of sales by RCF whose sales outside of the U.S. comprised 87% of its
total net sales for the first quarter of 1999.
Gross margin decreased to 33.0% in the first quarter of 1999 from 39.4% in the
first quarter of 1998. When compared with the first quarter of 1998, the
decrease in gross margin percentage was primarily due to costs related to new
product introductions and other manufacturing inefficiencies.
Marketing and sales expenses increased to $5.7 million in the first quarter of
1999 from $2.6 million in the corresponding period of 1998. The increase was
primarily attributable to the inclusion of marketing and sales expenses for RCF
of $2.5 million. As a percentage of net sales, marketing and sales expenses
increased to 18.4% in the first quarter of 1999 from 15.0% in the corresponding
period of 1998.
Administrative expenses increased to $3.7 million for the first quarter of 1999
from $1.6 million for the corresponding period of 1998. The increase was
primarily attributable to the inclusion of administrative expenses for RCF of
$2.1 million. As a percentage of net sales, these expenses were 11.8% in the
first quarter of 1999 compared with 9.3% in the corresponding period of 1998.
Research and development expenses increased to $1.8 million in the first quarter
of 1999 from $1.1 million in the corresponding period of 1998. This increase was
due primarily to the inclusion of R&D expenses for RCF of $500,000. As a
percentage of net sales, these expenses decreased to 5.9% in the first quarter
of 1999 from 6.3% in the corresponding period of 1998. Mackie has historically
incurred a higher percentage of R&D expenses as a percentage of net sales when
compared with RCF due to a higher level of product development and innovation.
Interest income increased to $177,000 in the first quarter of 1999 compared with
$168,000 in the first quarter of 1998 due to the inclusion of interest income
from RCF. Interest expense increased to $854,000 in the first quarter of 1999
from none in 1998 primarily due to borrowings related to the acquisition of RCF
and to interest-bearing debt carried by RCF.
The income tax benefit for the first quarter of 1999 of $392,000 represents an
overall effective rate of 22.6%. The provision for income taxes for the first
quarter of 1998 of $496,000 represented an overall effective rate of 30.0%. The
difference in the rates is primarily attributable to the lack of income tax
benefits for losses incurred by certain subsidiaries of RCF.
LIQUIDITY AND CAPITAL RESOURCES
The Company used bank borrowings to finance its operations during the first
three months of 1999. The Company's operating activities used cash of $932,000
in the first three months of 1999. Net cash used by operating activities in the
first three months of 1999 was primarily attributable to a net loss, decreases
in accounts payable, accrued liabilities and income taxes payable, offset by
depreciation and amortization, and decreases in accounts receivable and
inventory. Net cash used in investing activities totaled $885,000 in the first
three months of 1999, due principally to purchases of equipment. Net cash
provided by financing activities in first three months of 1999 was $3.1 million,
due principally to proceeds on bank lines of credit and short-term debt. During
this same period, the Company repurchased approximately 84,000 shares of its own
stock at a total cost of $510,000.
<PAGE>
In June 1998, the Company entered into a credit agreement with a bank to provide
certain credit facilities to the Company, including a $14.0 million loan for the
acquisition of RCF of which $12.5 million was outstanding at March 31, 1999.
Unused amounts under the loan may be used for general corporate purposes. The
loan, which is secured by all of the Company's assets, bears interest at the
bank's prime rate, or at a specified LIBOR rate plus a specified margin,
whichever the Company chooses. Interest under the loan is payable monthly.
Principal is payable in installments equal to 1/7 of the amount borrowed on
September 30 of each year commencing September 30, 1999. All outstanding
principal and interest amounts are due on September 30, 2003. The agreement also
provides a $5.0 million unsecured line of credit to finance any unexpected
working capital requirements. The line of credit bears interest at the same rate
as the acquisition loan. 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. At March 31, 1999, there was approximately $1.2 million
outstanding on the $5.0 million line of credit and there were no outstanding
balances on the other credit lines. These credit facilities (excluding the
acquisition loan) expire April 30, 2000. Under the terms of the credit
agreement, the Company must maintain certain financial ratios and tangible net
worth. The Company was not in compliance with one of these covenants at March
31, 1999 and has received a waiver from the bank of this covenant. 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.
RCF has entered into agreements with several banks that provide short-term
credit facilities totaling approximately $23 million. At March 31, 1999, there
was approximately $14.8 million outstanding under these facilities. The majority
of these credit facilities are secured by RCF's receivables. Interest rates on
these credit facilities range from 2.1% to 8.8%. RCF also has various long-term
loans outstanding at March 31, 1999, totaling approximately $13.3 million, which
bear interest at rates from 3.1% to 8.8%. These loans mature at varying dates up
to 2007 and certain of these loans are secured by specific assets of RCF. RCF is
subject to certain financial covenants on its long-term loans. RCF was not in
compliance with one of these covenants at March 31, 1999. RCF is working with
the financial institution to modify the existing and future debt covenants so
that RCF can be in compliance with the terms of the loan. Management expects to
obtain such modifications with the financial institution in the second quarter
of 1999. As a result of RCF not being in compliance with the debt covenant at
March 31, 1999, the loan has been included in the current portion of long-term
debt.
INFLATION AND CHANGES IN FOREIGN CURRENCY EXCHANGE RATES
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.
Sales and expenses incurred by foreign subsidiaries are denominated in the
subsidiary's local currency and translated into U.S. Dollar amounts at average
rates during the period. To date, the foreign currency exchange rates have not
significantly impacted the Company's profitability.
YEAR 2000 ISSUE
The "Year 2000" or "Y2K" issue refers to the potential risks associated with the
fact that many existing computer programs use only the last two digits in
reference to a year. When the year changes from 1999 to 2000 these programs may
not be able to distinguish whether the year begins with 19 or with 20. This
could result in a system failure or miscalculations causing disruptions of
operations. The following analysis addresses the Y2K issue at the Company's
locations in Woodinville, Washington (referred to as "Mackie-Woodinville") and
in Italy (referred to as "RCF").
<PAGE>
READINESS
INFORMATION SYSTEM - ENTERPRISE RESOURCE PLANNING SYSTEM (ERP). Y2K inspection
at Mackie-Woodinville has revealed two systems requiring updating: the shipping
manifest system, and the general ledger module of the manufacturing system.
Integration of the replacement shipping system is scheduled to begin March 1999
and be completed in mid-May 1999. The general ledger module is to be replaced by
a Y2K compliant version from the software developer. This work is scheduled to
begin May 1999, and be completed by the end of the second quarter of 1999.
RCF completed the analysis of its system in mid-1998. Its Enterprise Resource
Planning System (ERP) was determined to be Y2K non-compliant and implementation
of a solution began February 1999. The project is scheduled to have the first
release of converted software available for testing in early April 1999, with a
six-week test cycle to follow. The problem resolution phase of the project is
scheduled to run for a six-week period following the test cycle. The revised
software is scheduled to be in place in July 1999. At present, the project is on
schedule.
INFORMATION SYSTEMS - HARDWARE. Hardware at Mackie-Woodinville has undergone a
preliminary review showing no major problems. A detailed PC hardware analysis is
under way and is scheduled to be completed by end of May 1999. Server hardware
has already been found to be Y2K compliant. The primary ERP server at Mackie
recently had its Unix operating system upgraded to make it entirely Y2K
compliant. Other equipment with embedded systems are currently also being
inspected, with completion scheduled for the end of the second quarter of 1999.
RCF has purchased all server hardware required for Y2K compliance. The new
hardware will be used initially for testing of the Y2K modifications, then run
as the live system following the conversion. The PC and network server analyses
are expected to take place in October 1999. The Company does not consider this
to be a point of risk given that, with the exception of a small number of PCs,
all hardware is new and Y2K compliant.
VENDORS. Mackie-Woodinville has undergone a process to evaluate the Y2K
preparedness of its critical vendors. Of these vendors, any that are "in the
process" of completing their Y2K preparations will be audited quarterly for
progress. Mackie-Woodinville has in place a plan to evaluate the cost and time
to develop alternate sources for goods, plus a program to evaluate the cost and
storage requirements to ensure an uninterrupted supply of goods while engaging
alternate suppliers.
RCF has begun the process of identifying key vendors and assessing the Y2K
compliance of these vendors. Vendors will be asked about their Y2K compliance
plans and based on their responses, RCF plans to take appropriate actions to
mitigate the possible impact of Y2K issues.
CUSTOMERS. A customer evaluation process is being put in place by
Mackie-Woodinville to ensure that critical customers will be compliant. Of these
customers who are not already Y2K compliant, those preparing for Y2K compliance
will be audited quarterly. These customers may ultimately receive an onsite
visit and be asked to demonstrate contingency plans if Y2K preparation efforts
do not appear to be adequate or timely.
RCF plans to assess customer Y2K issues through direct inquiry of key customers.
Based on their responses, RCF will determine the steps that need to be taken to
minimize the impact of Y2K issues.
PRODUCTS. All Mackie products using microprocessors or other digital-based
technology have been reviewed and found to be Y2K compliant.
<PAGE>
All RCF products are manufactured without a microprocessor or other
digital-based technology and, therefore, are not affected by the Y2K issue.
COSTS
The resolution of all Y2K issues at Mackie-Woodinville has been budgeted to cost
less than $50,000.
RCF has a total Y2K budget of $250,000. All costs will be funded by cash flow
from operations.
RISKS
Risk to Mackie-Woodinville is fairly low regarding issues that are directly
within the Company's control. Systems at risk of failure are scheduled to be Y2K
compliant by the end of July 1999. External influences are being managed to
minimize any potential impact on the business.
The greatest risk for RCF is in the conversion of the manufacturing/MRP module
of its ERP. In this area, the most likely error would be missing the conversion
of a date field, or incorrectly converting a date. The company contracted to do
the Y2K conversion will be available following the "go live" date of the
converted software and will support the system on a maintenance agreement basis.
CONTINGENCY PLANS
Given progress to date, there is a high level of confidence in the conversion
effort of the RCF business systems. Contingency plans focus on the potential for
minor issues to be introduced during the Y2K conversion process, and hence for
the possible need to put manual systems in place until the business system can
be corrected. The Company believes that any such disruption would be brief and
addressed through the use of internal resources.
If the remediation efforts of the Company's key suppliers and customers are
unsuccessful in dealing with Y2K problems and if the Company's efforts to
mitigate the impact of such problems are unsuccessful, there may be a material
adverse impact on the Company's consolidated results and financial condition.
The Company is unable to quantify any potential impact at this time, but will
continue to monitor and evaluate the situation.
EURO CONVERSION
With the introduction of the Euro, European business systems are being forced to
handle currencies in a new way. There are many rules governing precisely how
these systems must act when transacting the Euro. Greatly simplified, some of
the systems-related business issues include:
- - As of January 1, 1999, it is optional to use Euro in business transactions
in participating countries. An example of the impact would be: companies
may request to be invoiced in Euro and the company writing the invoice is
obliged to do so. During the period of optional compliance, a company may
choose to run its financial systems in its existing currency, or in Euro.
- - As of January 1, 2002, there will be mandatory Euro compliance in
participating countries. At this time, it will be necessary to make all
financial transactions within the participating countries using Euro, as
well as run the financial systems with the "base currency" being Euro.
- - In the past it was possible for a system to simply multiply or divide by
some factor to find the amount of exchange between two currencies. Under
the rules governing the Euro, it will soon be necessary to "triangulate"
the exchange between any two non-Euro currencies by first exchanging to
Euro, then to the target currency. There are a minimum number of digits of
precision that are to be carried throughout all exchange calculations.
<PAGE>
RCF's computer system does not support the Euro currency, and at this time it is
believed that reprogramming the system is likely not an economically viable
option. Until a Euro solution is implemented, the current system must continue
to be used. One major shortcoming of doing so is the ability of this system to
invoice multiple currencies when a Value-Added Tax (VAT) is being applied.
Currently, the system is only able to properly apply VAT to Lira-denominated
invoices. This means that Euro invoices for Italian customers who request to be
billed in Euro instead of Lira will need to be done external to the primary
business system. Although the date for mandatory Euro compliance is January 1,
2002, it is believed that the existing system will be utilized until mid-2001
after which time the effort to run a non-compliant system will increase to the
point that it's no longer a feasible option.
The task of making RCF Euro-compliant has already begun with the investigation
of alternate systems. The cost to achieve Euro-compliance for RCF is currently
unknown.
<PAGE>
PART II . OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company continued to maintain a lawsuit filed in June 1997 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. The Company, however, settled the suit in full against the dealer in
January, 1999, and the dealer resumed representation of Mackie's products in
April, 1999. The remaining defendants include Behringer Spezielle
Studio-Technick Gmbh, a German corporation, Behringer International GmbH, a
German corporation, and Ulrich Bernard Behringer (collectively, "Behringer").
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.
Behringer has filed counterclaims alleging unspecified damages. While the
Company intends to vigorously prosecute its claims, there can be no assurance
that the Company will prevail in any of these actions.
The Company also continued to maintain litigation in the United Kingdom against
Behringer for circuit board copying in contravention of United Kingdom copyright
laws. An adverse ruling was rendered against the Company in April, 1999, which
the Company has appealed. Management currently believes that the ultimate
resolution of this matter will not have a material adverse impact on the
Company's financial position, liquidity or results of operations.
The Company is also involved in various legal proceedings and claims that arise
in the ordinary course of business. Management currently believes that these
matters will not have a material adverse impact on the Company's financial
position, liquidity or results of operations.
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
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
11 Computation of Net Income Per Share
</TABLE>
(b) REPORTS ON FORM 8-K
The Company filed no reports on Form 8-K during the first quarter of
1999.
<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: May 13, 1999 By: /s/ William A. Garrard
--------------------------------------------
William A. Garrard
VICE PRESIDENT, FINANCE AND CHIEF
FINANCIAL OFFICER
(Principal Financial and Accounting
Officer)
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Location
----------- ----------- --------
<S> <C> <C>
11 Computation of Net Income Per Share Page 17
</TABLE>
<PAGE>
EXHIBITS
EXHIBIT 11 - COMPUTATION OF NET INCOME PER SHARE
<TABLE>
<CAPTION>
Three months ended
March 31,
----------------------------------
1999 1998
----------------- ----------------
<S> <C> <C>
Numerator:
Numerator for basic and diluted income (loss) per share - net income (loss) $ (1,369,196) $1,157,504
----------------- ----------------
Denominator:
Denominator for basic income (loss) per share - weighted average
common shares 12,328,754 12,682,012
Effect of dilutive securities:
Stock options, net -- 326,682
----------------- ----------------
Denominator for diluted income (loss) per share 12,328,754 13,008,694
----------------- ----------------
Basic income (loss) per share $ (0.11) $ 0.09
----------------- ----------------
----------------- ----------------
Diluted income (loss) per share $ (0.11) $ 0.09
----------------- ----------------
----------------- ----------------
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MACKIE
DESIGNS INC.'S CONSOLIDATED BALANCE SHEETS AND RELATED CONSOLIDATED STATEMENTS
OF INCOME AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 916,007
<SECURITIES> 6,365,671
<RECEIVABLES> 31,179,021
<ALLOWANCES> (1,439,624)
<INVENTORY> 38,300,911
<CURRENT-ASSETS> 79,464,542
<PP&E> 35,767,112
<DEPRECIATION> (12,258,502)
<TOTAL-ASSETS> 117,427,146
<CURRENT-LIABILITIES> 44,694,332
<BONDS> 18,418,231
0
0
<COMMON> 26,600,172
<OTHER-SE> 21,060,243
<TOTAL-LIABILITY-AND-EQUITY> 117,427,146
<SALES> 30,959,373
<TOTAL-REVENUES> 30,959,373
<CGS> 20,755,005
<TOTAL-COSTS> 20,755,005
<OTHER-EXPENSES> 11,183,864
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (853,632)
<INCOME-PRETAX> (1,738,224)
<INCOME-TAX> (392,163)
<INCOME-CONTINUING> (1,369,196)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,369,196)
<EPS-PRIMARY> (.11)
<EPS-DILUTED> (.11)
</TABLE>
