SECURITIES AND EXCHANGE COMMISSION
Form 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
For the Quarterly Period Ended September 30, 2003
Commission File Number 000-50335
Digital Theater Systems, Inc.
Delaware
|
77-0467655 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. employer identification number) | |
5171 Clareton Drive Agoura Hills, California 91301 (Address of principal executive offices and zip code) |
(818) 706-3525 (Registrants telephone number, Including area code) |
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 þ No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
As of September 30, 2003 a total of 13,759,449 shares of the Registrants Common Stock, $0.0001 par value, were issued and outstanding.
DIGITAL THEATER SYSTEMS, INC.
FORM 10-Q
TABLE OF CONTENTS
PART I
|
FINANCIAL INFORMATION | 2 | ||
Item 1.
|
Financial Statements: | 2 | ||
Condensed Consolidated Balance Sheets | 2 | |||
Condensed Consolidated Statements of Operations | 3 | |||
Condensed Consolidated Statements of Cash Flows | 4 | |||
Notes to Condensed Consolidated Financial Statements | 5 | |||
Item 2.
|
Managements Discussion and Analysis of Financial Condition and Results of Operations | 12 | ||
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk | 18 | ||
Item 4.
|
Controls and Procedures | 18 | ||
PART II.
|
OTHER INFORMATION | 19 | ||
Item 1.
|
Legal Proceedings | 19 | ||
Item 2.
|
Changes in Securities and Use of Proceeds | 19 | ||
Item 3.
|
Defaults Upon Senior Securities | 20 | ||
Item 4.
|
Submission of Matters to a Vote of Security Holders | 20 | ||
Item 5.
|
Other Information | 20 | ||
Item 6.
|
Exhibits and Reports on Form 8-K | 20 | ||
SIGNATURES | 21 |
1
DIGITAL THEATER SYSTEMS, INC.
PART I
Item 1. Financial Statements
As of | As of | ||||||||||
December 31, | September 30, | ||||||||||
2002 | 2003 | ||||||||||
(Unaudited) | |||||||||||
(Amounts in thousands, except | |||||||||||
share and per share amounts) | |||||||||||
ASSETS | |||||||||||
Current assets:
|
|||||||||||
Cash and cash equivalents
|
$ | 1,907 | $ | 46,955 | |||||||
Short-term investments
|
2,144 | 4,041 | |||||||||
Accounts receivable, net of allowance for
doubtful accounts of $437 and $429 at December 31, 2002 and
September 30, 2003, respectively
|
5,618 | 4,137 | |||||||||
Inventories
|
4,646 | 6,303 | |||||||||
Deferred tax assets, net
|
5,129 | 5,434 | |||||||||
Prepaid expenses and other
|
729 | 1,879 | |||||||||
Total current assets
|
20,173 | 68,749 | |||||||||
Property and equipment, net
|
3,099 | 2,913 | |||||||||
Patents and trademarks
|
442 | 426 | |||||||||
Deferred tax assets
|
2,049 | 2,049 | |||||||||
Other assets
|
16 | 21 | |||||||||
Total assets
|
$ | 25,779 | $ | 74,158 | |||||||
LIABILITIES, MANDATORILY REDEEMABLE PREFERRED
STOCK, AND STOCKHOLDERS EQUITY (DEFICIT) |
|||||||||||
Current liabilities:
|
|||||||||||
Accounts payable
|
$ | 2,638 | $ | 3,050 | |||||||
Accrued expenses
|
5,627 | 6,626 | |||||||||
Income taxes payable
|
2,527 | 1,926 | |||||||||
Total current liabilities
|
10,792 | 11,602 | |||||||||
Commitments and contingencies (Note 7)
|
|||||||||||
Mandatorily redeemable preferred stock
$0.0001 par value, 10,000,000 shares authorized at
December 31, 2002, 7,800,891 and no shares outstanding at
December 31, 2002 and September 30, 2003, respectively
|
21,302 | | |||||||||
Stockholders equity (deficit):
|
|||||||||||
Preferred stock $0.0001 par value,
5,000,000 shares authorized at September 30, 2003; no
shares issued and outstanding
|
| | |||||||||
Common stock $0.0001 par value, 30,000,000
shares authorized at December 31, 2002, 70,000,000 shares
authorized at September 30, 2003; 4,412,116 and 13,759,449
shares issued and outstanding at December 31, 2002 and
September 30, 2003, respectively
|
1 | 1 | |||||||||
Additional paid-in capital
|
(1,008 | ) | 62,531 | ||||||||
Retained earnings (accumulated deficit)
|
(5,308 | ) | 24 | ||||||||
Total stockholders equity (deficit)
|
(6,315 | ) | 62,556 | ||||||||
Total liabilities, mandatorily redeemable
preferred stock and stockholders equity (deficit)
|
$ | 25,779 | $ | 74,158 | |||||||
See accompanying notes to condensed consolidated financial statements.
2
Digital Theater Systems, Inc.
Condensed Consolidated Statements of Operations
For the Three Months Ended | For the Nine Months Ended | ||||||||||||||||||
September 30, | September 30, | ||||||||||||||||||
2002 | 2003 | 2002 | 2003 | ||||||||||||||||
(Unaudited) | (Unaudited) | ||||||||||||||||||
(Amounts in thousands, except share and per share amounts) | |||||||||||||||||||
Revenues:
|
|||||||||||||||||||
Technology and film licensing
|
$ | 6,949 | $ | 10,632 | $ | 20,473 | $ | 30,310 | |||||||||||
Product sales and other revenues
|
2,514 | 2,702 | 6,787 | 6,481 | |||||||||||||||
Total revenues
|
9,463 | 13,334 | 27,260 | 36,791 | |||||||||||||||
Cost of goods sold:
|
|||||||||||||||||||
Technology and film licensing
|
882 | 1,294 | 2,815 | 3,179 | |||||||||||||||
Product sales and other revenues
|
2,208 | 1,596 | 5,516 | 4,913 | |||||||||||||||
Total cost of goods sold
|
3,090 | 2,890 | 8,331 | 8,092 | |||||||||||||||
Gross profit
|
6,373 | 10,444 | 18,929 | 28,699 | |||||||||||||||
Operating expenses:
|
|||||||||||||||||||
Selling, general and administrative
|
4,136 | 5,092 | 11,848 | 14,948 | |||||||||||||||
Research and development
|
865 | 1,304 | 2,726 | 3,648 | |||||||||||||||
Total operating expenses
|
5,001 | 6,396 | 14,574 | 18,596 | |||||||||||||||
Income from operations
|
1,372 | 4,048 | 4,355 | 10,103 | |||||||||||||||
Interest and other (income) expense, net
|
6 | (51 | ) | 100 | 3 | ||||||||||||||
Income before provision for income taxes
|
1,366 | 4,099 | 4,255 | 10,100 | |||||||||||||||
Provision for income taxes
|
509 | 1,407 | 1,585 | 3,534 | |||||||||||||||
Net income
|
857 | 2,692 | 2,670 | 6,566 | |||||||||||||||
Accretion and accrued dividends on preferred stock
|
(458 | ) | (299 | ) | (1,386 | ) | (1,234 | ) | |||||||||||
Net income attributable to common stockholders
|
$ | 399 | $ | 2,393 | $ | 1,284 | $ | 5,332 | |||||||||||
Net income attributable to common stockholders
per common share:
|
|||||||||||||||||||
Basic
|
$ | 0.09 | $ | 0.19 | $ | 0.30 | $ | 0.74 | |||||||||||
Diluted
|
$ | 0.04 | $ | 0.16 | $ | 0.14 | $ | 0.59 | |||||||||||
Weighted average shares used to compute net
income attributable to common stockholders per common share:
|
|||||||||||||||||||
Basic
|
4,295,419 | 12,691,607 | 4,295,419 | 7,227,480 | |||||||||||||||
Diluted
|
9,216,984 | 15,134,737 | 9,072,086 | 9,058,898 | |||||||||||||||
See accompanying notes to condensed consolidated financial statements.
3
Digital Theater Systems, Inc.
Condensed Consolidated Statements of Cash Flows
For the Nine Months | ||||||||||
Ended September 30, | ||||||||||
2002 | 2003 | |||||||||
(Unaudited) | ||||||||||
(Amounts in thousands) | ||||||||||
Cash flows from operating activities:
|
||||||||||
Net income
|
$ | 2,670 | $ | 6,566 | ||||||
Adjustments to reconcile net income to net cash
provided by operating activities:
|
||||||||||
Depreciation and amortization
|
688 | 685 | ||||||||
Stock-based compensation charges
|
138 | 497 | ||||||||
Allowance for doubtful accounts
|
| 109 | ||||||||
Deferred income taxes
|
| (305 | ) | |||||||
Loss on disposal of property and equipment
|
| 82 | ||||||||
Changes in operating assets and liabilities:
|
||||||||||
Accounts receivable
|
825 | 1,372 | ||||||||
Inventories
|
(961 | ) | (1,657 | ) | ||||||
Prepaid expenses and other assets
|
69 | (1,155 | ) | |||||||
Accounts payable and accrued expenses
|
621 | 1,411 | ||||||||
Income taxes payable
|
(209 | ) | (601 | ) | ||||||
Net cash provided by operating activities
|
3,841 | 7,004 | ||||||||
Cash flows from investing activities:
|
||||||||||
Purchase of short-term investments
|
| (1,897 | ) | |||||||
Purchase of property and equipment
|
(577 | ) | (495 | ) | ||||||
Payment for patents and trademarks in process
|
(64 | ) | (70 | ) | ||||||
Net cash used in investing activities
|
(641 | ) | (2,462 | ) | ||||||
Cash flows from financing activities:
|
||||||||||
Net repayments under bank line of credit
|
(3,021 | ) | | |||||||
Payment of dividends to preferred stockholders
|
| (6,758 | ) | |||||||
Redemption of preferred stock
|
| (15,778 | ) | |||||||
Proceeds from the sale of common stock in
connection with the initial public offering, net of offering
costs
|
| 63,029 | ||||||||
Proceeds from the issuance of common stock upon
exercise of employee stock options
|
| 9 | ||||||||
Proceeds from the issuance of common stock upon
exercise of warrants
|
| 4 | ||||||||
Net cash provided by (used in) financing
activities
|
(3,021 | ) | 40,506 | |||||||
Net increase in cash and cash equivalents
|
179 | 45,048 | ||||||||
Cash and cash equivalents, beginning of period
|
6,858 | 1,907 | ||||||||
Cash and cash equivalents, end of period
|
$ | 7,037 | $ | 46,955 | ||||||
See accompanying notes to condensed consolidated financial statements.
4
DIGITAL THEATER SYSTEMS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of Digital Theater Systems, Inc. (the Company) have been prepared in accordance with accounting principles generally accepted in the United States of America and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments considered necessary for a fair presentation, consisting only of normal and recurring adjustments. All significant intercompany transactions have been eliminated in consolidation. Operating results for the three and nine months ended September 30, 2003 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2003. For further information, refer to the consolidated financial statements and footnotes thereto for the year ended December 31, 2002 (included in the Companys Registration Statement on Form S-1).
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Note 2 Significant Accounting Policies
Cash and Cash Equivalents |
The Company considers all short-term highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents consist of funds held in general checking accounts, money market accounts, auction rate securities and bank certificates of deposit.
Short-Term Investments |
Short-term investments consist of bank certificates of deposit and municipal bonds with original maturities of greater than three months but less than one year. These investments are classified as held to maturity and are carried at amortized cost, which approximates fair value.
Note 3 Recent Accounting Pronouncements
In November 2002, the Emerging Issues Task Force (EITF) reached a consensus on Issue No. 00-21, Accounting for Revenue Arrangements with Multiple Deliverables. EITF Issue No. 00-21 provides guidance on how to account for arrangements that involve the delivery or performance of multiple products, services and/or rights to use assets. The provisions of EITF Issue No. 00-21 applies to revenue arrangements entered into in fiscal periods beginning after June 15, 2003. Adoption of EITF Issue No. 00-21 did not have an impact on the Companys financial position, results of operations, or cash flows.
In April 2003, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities. SFAS No. 149 amends and clarifies the accounting guidance on derivative instruments (including certain derivative instruments embedded in other contracts) and hedging activities that fall within the scope of SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities. SFAS No. 149 is effective for all contracts entered into or modified after June 30, 2003, with certain exceptions, and for hedging relationships designated after June 30, 2003. The guidance is to be applied prospectively. Adoption of
5
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
SFAS No. 149 did not have any impact on the Companys financial position, results of operations, or cash flows.
In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity. SFAS No. 150 changes the accounting guidance for certain financial instruments that, under previous guidance, could be classified as equity or mezzanine equity by now requiring those instruments to be classified as liabilities (or assets in some circumstances) in the statement of financial position. Further, SFAS No. 150 requires disclosure regarding the terms of those instruments and settlement alternatives. SFAS No. 150 is generally effective for all financial instruments entered into or modified after May 31, 2003, and is otherwise effective at the beginning of the first interim period beginning after June 15, 2003. Adoption of SFAS No. 150 did not have any impact on the Companys financial position, results of operations, or cash flows.
Note 4 Certain Balance Sheet Items
Inventories consist of the following:
As of | As of | ||||||||
December 31, | September 30, | ||||||||
2002 | 2003 | ||||||||
(Unaudited) | |||||||||
Raw materials
|
$ | 713 | $ | 1,246 | |||||
Work in process
|
35 | 17 | |||||||
Finished goods
|
3,898 | 5,040 | |||||||
Total inventories
|
$ | 4,646 | $ | 6,303 | |||||
Property and equipment consist of the following:
As of | As of | ||||||||
December 31, | September 30, | ||||||||
2002 | 2003 | ||||||||
(Unaudited) | |||||||||
Machinery and equipment
|
$ | 3,384 | $ | 2,377 | |||||
Office furniture and fixtures
|
2,046 | 1,696 | |||||||
Leasehold improvements
|
2,677 | 2,599 | |||||||
8,107 | 6,672 | ||||||||
Less: Accumulated depreciation
|
(5,008 | ) | (3,759 | ) | |||||
Property and equipment, net
|
$ | 3,099 | $ | 2,913 | |||||
Note 5 Bank Line of Credit
The Company has a $10,000 working capital credit facility with a bank that matures on June 30, 2004. The bank agreement provides for working capital financing and is collateralized by substantially all of the Companys assets. The bank agreement requires the Company to comply with certain restrictive covenants including maintenance of certain working capital, tangible net worth and profitability levels.
At December 31, 2002 and September 30, 2003, there were no balances outstanding under this agreement and there was $6,000 and $10,000, respectively, of available borrowings under this credit facility pursuant to an availability formula based on cash, cash equivalents, short-term investments, 80% of eligible accounts receivable and 20% of inventory (up to a maximum of $1,000). Future borrowings will bear interest at rates ranging from the prime rate, as defined, minus 0.5% to the prime rate plus 1% (3.75% to 5.25% at
6
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2002 and 3.5% and 5.0% at September 30, 2003). A commitment fee of 0.25% per annum is paid on the daily unused balance under the line of credit.
Note 6 Income Taxes
The income tax provisions for the three and nine months ended September 30, 2003 were $1,406 and $3,534, respectively.
The estimated effective tax rates applied for 2002 and 2003 were 37% and 35%, respectively, and represented federal, state and foreign taxes on the Companys income. The effective tax rate reflects the full federal and state statutory rates on U.S. taxable income net of available tax credits, combined with taxes expected to be paid by the Companys wholly owned subsidiaries.
Note 7 Commitments and Contingencies
Indemnities, Commitments and Guarantees
In the normal course of business, the Company makes certain indemnities, commitments and guarantees under which the Company may be required to make payments in relation to certain transactions. These indemnities, commitments and guarantees include, among others, intellectual property indemnities to customers in connection with the sale of products and licensing of technology, indemnities for liabilities associated with the infringement of other parties technology based upon the Companys products and technology, guarantees of timely performance of the Companys obligations, and indemnities to the Company directors and officers to the maximum extent permitted by law. The duration of these indemnities, commitments and guarantees varies, and in certain cases, is indefinite. The majority of these indemnities, commitments and guarantees do not provide for any limitation of the maximum potential future payments that the Company could be obligated to make. The Company has not recorded a liability for these indemnities, commitments or guarantees in the accompanying balance sheets, as future payment is not probable.
Note 8 Stock-Based Compensation
The Company accounts for its employee stock option and stock purchase plans in accordance with the provisions of Accounting Principals Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees and the related FASB Interpretation No. 44, Accounting for Certain Transactions Involving Stock Compensation. Accordingly, compensation expense related to employee stock options is recorded if, on the date of the grant, the fair value of the underlying stock exceeds the exercise price.
To date, options have been granted at exercise prices that equal or exceed the market value of the underlying common stock on the grant date. The following table illustrates the effect on net income attributable to common stockholders and net income per common share if the Company had applied the fair
7
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
value recognition provisions of SFAS No. 123, Accounting for Stock-Based Compensation, to stock-based employee compensation.
For the Three | For the Nine | ||||||||||||||||
Months Ended | Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2002 | 2003 | 2002 | 2003 | ||||||||||||||
(Unaudited) | (Unaudited) | ||||||||||||||||
Net income attributable to common stockholders:
|
|||||||||||||||||
As reported
|
$ | 399 | $ | 2,393 | $ | 1,284 | $ | 5,332 | |||||||||
Additional stock-based compensation expense
determined under the fair value method, net of tax
|
(127 | ) | (264 | ) | (84 | ) | (350 | ) | |||||||||
Pro forma
|
$ | 272 | $ | 2,129 | $ | 1,200 | $ | 4,982 | |||||||||
Net income attributable to common stockholders
per common share-basic:
|
|||||||||||||||||
As reported
|
$ | 0.09 | $ | 0.19 | $ | 0.30 | $ | 0.74 | |||||||||
Per share effect of additional stock-based
compensation expense determined under the fair value method, net
of tax
|
(0.03 | ) | (0.02 | ) | (0.02 | ) | (0.05 | ) | |||||||||
Pro forma
|
$ | 0.06 | $ | 0.17 | $ | 0.28 | $ | 0.69 | |||||||||
Net income attributable to common stockholders
per common share-diluted:
|
|||||||||||||||||
As reported
|
$ | 0.04 | $ | 0.16 | $ | 0.14 | $ | 0.59 | |||||||||
Per share effect of additional stock-based
compensation expense determined under the fair value method, net
of tax
|
(0.01 | ) | (0.02 | ) | (0.01 | ) | (0.04 | ) | |||||||||
Pro forma
|
$ | 0.03 | $ | 0.14 | $ | 0.13 | $ | 0.55 | |||||||||
The Company accounts for stock issued to non-employees in accordance with the provisions of SFAS No. 123 and EITF Issue No. 96-18 Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods and Services. Under SFAS No. 123 and EITF Issue No. 96-18, stock option awards issued to non-employees are accounted for at fair value using the Black-Scholes pricing model. Management believes that the fair value of the stock options is more reliably measured than the fair value of the services received. The fair value of each non-employee stock award is remeasured each period until a commitment date is reached, which is generally the vesting date. For non-employee awards, deferred stock-based compensation is not reflected in stockholders deficit until a commitment date is reached. For the three months ended September 30, 2002 and 2003, the Company recorded stock-based compensation expense of $78 and $73, respectively. For the nine months ended September 30, 2002 and 2003, the Company recorded stock-based compensation expense of $138 and $497, respectively.
Note 9 Operating Segment and Geographic Information
The Company operates its business in two reportable segments: the Theatrical business segment and the Consumer business segment. The Theatrical business segment provides digital playback systems and cinema processor equipment to movie theaters, and provides film licensing services to film production and distribution companies. The Companys Consumer business segment licenses audio technology, trademarks and know-how to consumer electronics, personal computer, broadcast and professional audio companies, and sells multi-channel audio content and products to consumers.
8
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The Company does not have separately identifiable capital expenditures or long-lived assets related to these two business segments.
The Companys reportable segments and geographical information for the three and nine months ended September 30, 2002 and 2003 are as follows:
Revenues | |||||||||||||||||
For the Three Months | For the Nine Months | ||||||||||||||||
Ended September 30, | Ended September 30, | ||||||||||||||||
2002 | 2003 | 2002 | 2003 | ||||||||||||||
(Unaudited) | (Unaudited) | ||||||||||||||||
Theatrical business
|
$ | 3,959 | $ | 4,079 | $ | 11,290 | $ | 11,489 | |||||||||
Consumer business
|
5,504 | 9,255 | 15,970 | 25,302 | |||||||||||||
Total revenues
|
$ | 9,463 | $ | 13,334 | $ | 27,260 | $ | 36,791 | |||||||||
Gross Profit | |||||||||||||||||
For the Three Months | For the Nine Months | ||||||||||||||||
Ended September 30, | Ended September 30, | ||||||||||||||||
2002 | 2003 | 2002 | 2003 | ||||||||||||||
(Unaudited) | (Unaudited) | ||||||||||||||||
Theatrical business
|
$ | 1,356 | $ | 1,796 | $ | 4,715 | $ | 5,063 | |||||||||
Consumer business
|
5,017 | 8,648 | 14,214 | 23,636 | |||||||||||||
Total gross profit
|
$ | 6,373 | $ | 10,444 | $ | 18,929 | $ | 28,699 | |||||||||
Income (Loss) From Operations | |||||||||||||||||
For the Three Months | For the Nine Months | ||||||||||||||||
Ended September 30, | Ended September 30, | ||||||||||||||||
2002 | 2003 | 2002 | 2003 | ||||||||||||||
(Unaudited) | (Unaudited) | ||||||||||||||||
Theatrical business
|
$ | (879 | ) | $ | (740 | ) | $ | (1,731 | ) | $ | (2,766 | ) | |||||
Consumer business
|
2,251 | 4,788 | 6,086 | 12,869 | |||||||||||||
Total income from operations
|
$ | 1,372 | $ | 4,048 | $ | 4,355 | $ | 10,103 | |||||||||
Revenues by Geographic Region | |||||||||||||||||
For the Three Months | For the Nine Months | ||||||||||||||||
Ended September 30, | Ended September 30, | ||||||||||||||||
2002 | 2003 | 2002 | 2003 | ||||||||||||||
(Unaudited) | (Unaudited) | ||||||||||||||||
United States
|
$ | 2,677 | $ | 2,443 | $ | 7,448 | $ | 8,587 | |||||||||
International
|
6,786 | 10,891 | 19,812 | 28,204 | |||||||||||||
Total revenues
|
$ | 9,463 | $ | 13,334 | $ | 27,260 | $ | 36,791 | |||||||||
9
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table sets forth, for the periods indicated, long-lived assets by geographic area in which the Company holds assets at December 31, 2002 and September 30, 2003:
Long-Lived Assets | |||||||||
As of | As of | ||||||||
December 31, | September 30, | ||||||||
2002 | 2003 | ||||||||
(Unaudited) | |||||||||
United States
|
$ | 3,244 | $ | 3,067 | |||||
International
|
297 | 272 | |||||||
Total long-lived assets
|
$ | 3,541 | $ | 3,339 | |||||
Note 10 Net Income Attributable to Common Stockholders Per Common Share
The following table sets forth the computation of basic and diluted net income attributable to common stockholders per common share:
For the Three Months Ended | For the Nine Months Ended | |||||||||||||||||
September 30, | September 30, | |||||||||||||||||
2002 | 2003 | 2002 | 2003 | |||||||||||||||
(Unaudited) | (Unaudited) | |||||||||||||||||
Basic net income attributable to common
stockholders per common share:
|
||||||||||||||||||
Numerator:
|
||||||||||||||||||
Net income
|
$ | 857 | $ | 2,692 | $ | 2,670 | $ | 6,566 | ||||||||||
Preferred stock dividends accrued
|
(320 | ) | (61 | ) | (958 | ) | (844 | ) | ||||||||||
Accretion on preferred stock
|
(138 | ) | (238 | ) | (428 | ) | (390 | ) | ||||||||||
Net income attributable to common stockholders
|
$ | 399 | $ | 2,393 | $ | 1,284 | $ | 5,332 | ||||||||||
Denominator:
|
||||||||||||||||||
Weighted average common shares outstanding
|
4,413,035 | 12,691,607 | 4,413,035 | 7,227,480 | ||||||||||||||
Shares subject to escrow
|
(117,616 | ) | | (117,616 | ) | | ||||||||||||
Weighted average basic shares outstanding
|
4,295,419 | 12,691,607 | 4,295,419 | 7,227,480 | ||||||||||||||
Basic net income attributable to common
stockholders per common share
|
$ | 0.09 | $ | 0.19 | $ | 0.30 | $ | 0.74 | ||||||||||
10
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
For the Three Months Ended | For the Nine Months Ended | ||||||||||||||||||
September 30, | September 30, | ||||||||||||||||||
2002 | 2003 | 2002 | 2003 | ||||||||||||||||
(Unaudited) | (Unaudited) | ||||||||||||||||||
Diluted net income attributable to common
stockholders per common share:
|
|||||||||||||||||||
Numerator:
|
|||||||||||||||||||
Net income
|
$ | 857 | $ | 2,692 | $ | 2,670 | $ | 6,566 | |||||||||||
Preferred stock dividends accrued
|
(320 | ) | (61 | ) | (958 | ) | (844 | ) | |||||||||||
Accretion on preferred stock
|
(138 | ) | (238 | ) | (428 | ) | (390 | ) | |||||||||||
Net income attributable to common stockholders
|
$ | 399 | $ | 2,393 | $ | 1,284 | $ | 5,332 | |||||||||||
Weighted average shares outstanding
|
4,295,419 | 12,691,607 | 4,295,419 | 7,227,480 | |||||||||||||||
Effect of dilutive securities:
|
|||||||||||||||||||
Common stock options
|
189,348 | 1,792,576 | 51,745 | 1,682,055 | |||||||||||||||
Common stock warrants
|
4,732,217 | 650,554 | 4,724,922 | 149,363 | |||||||||||||||
Diluted shares outstanding
|
9,216,984 | 15,134,737 | 9,072,086 | 9,058,898 | |||||||||||||||
Diluted net income attributable to common
stockholders per common share
|
$ | 0.04 | $ | 0.16 | $ | 0.14 | $ | 0.59 | |||||||||||
Note 11 Initial Public Offering
On July 15, 2003, the Company completed its initial public offering of 3,840,000 shares of its common stock at $17.00 per share, before underwriting discounts and commissions. In addition, the Company sold an additional 251,410 shares of common stock and certain of the Companys stockholders sold an aggregate of 324,590 shares of common stock pursuant to the underwriters exercise of their option to purchase additional shares of common stock to cover over-allotments. The Company raised a total of $69,600 in gross proceeds from the offering. After deducting the underwriting fee of approximately $4,900 and approximately $1,671 of other offering expenses, net proceeds were approximately $63,029. Concurrent with the initial public offering, certain warrants issued in connection with the Series A and Series B preferred stock were automatically converted into common stock through cashless exercise, resulting in the issuance of 4,690,390 shares of common stock.
On July 15, 2003 the Company used $21,218 of its net proceeds to redeem all outstanding shares of redeemable preferred stock and to pay all accrued but unpaid dividends on such shares through the date of redemption.
11
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements May Prove Inaccurate
This report includes various forward-looking statements that are subject to risks and uncertainties including, without limitation, the factors set forth below and under the caption Risk Factors in the prospectus filed with the Commission on July 10, 2003, pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended, in connection with our Registration Statement on Form S-1 (File No. 333-104761). Forward-looking statements include, but are not limited to, discussions regarding our operating strategy, growth strategy, acquisition strategy, cost savings initiatives, industry, economic conditions, financial condition, liquidity and capital resources and results of operations. Such statements include, but are not limited to, statements preceded by, followed by or that otherwise include the words believes, expects, anticipates, intends, estimates or similar expressions. For those statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
Certain important factors, which are discussed elsewhere in this document and in our Registration Statement described above, could affect our future financial results and could cause actual results to differ materially from those expressed in forward-looking statements contained or incorporated by reference in this document.
Overview
We are a leading provider of high-quality digital multi-channel audio technology, products, and services for entertainment markets worldwide. Multi-channel audio, commonly referred to as surround sound, provides more than two-channels of audio, allowing the listener to simultaneously hear discrete sounds from multiple speakers. Our DTS digital multi-channel audio technology delivers compelling surround sound for the motion picture and consumer electronics markets.
We manage our business through two reportable segments our theatrical business and our consumer business. Historically, we have derived a majority of our revenues from the theatrical business. Beginning in our year ended December 31, 2001, however, we have derived a majority of our revenues from our consumer business.
In our consumer business, we derive revenues from licensing our audio technology, trademarks, and know-how under agreements with substantially all of the major consumer audio electronics manufacturers. Our business model provides for these manufacturers to pay us a per-unit amount for DTS-enabled products that they manufacture. We also derive revenues from licensing our technology to consumer semiconductor manufacturers. Through our DTS Entertainment label, we derive revenues from the sale of music titles in our digital multi-channel format.
In our theatrical business, we derive revenues from sales of our playback equipment and cinema processors to movie theaters and special venues. In addition, we sell encoding and duplication services to film producers and distributors for the creation of digital multi-channel motion picture soundtracks. We also derive revenues from the sale of systems and encoding services for subtitling, captioning, and descriptive narration.
We present revenues in our consolidated financial statements and in this Managements Discussion and Analysis of Financial Condition and Results of Operations as derived from (1) technology and film licensing and (2) product sales and other revenues. Our technology and film licensing revenues are derived from each of our consumer and theatrical business segments. Revenues from technology licensing in connection with our consumer business segment include revenues derived from licensing our audio technology, trademarks, and know-how to consumer electronics, personal computer, video game and console, digital satellite and cable broadcast, and professional audio companies as well as to semiconductor manufacturers. Revenues from technology and film licensing in connection with our theatrical business segment include revenues derived from film licensing and services that we provide to film studios for the production of soundtracks in our digital multi-channel format. Our product sales and other revenues also are derived from each of our consumer and theatrical business segments. Revenues from product sales and other revenues in connection with our consumer business segment include revenues derived from sales of music titles that we produce in our digital
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Generally, consumer electronics manufacturing activities are lowest in the first calendar quarter of each year, and increase progressively throughout the remainder of the year. The third and fourth quarters are typically the strongest in terms of manufacturing output as our technology licensees increase their manufacturing output to prepare for the holiday buying season. Since recognition of revenues in our consumer business generally lags manufacturing activity by one quarter, our revenues and earnings are generally lowest in the second quarter. Film licensing revenues are typically strongest in the second and fourth quarters due to the abundance of movies typically released during the summer and year-end holiday seasons. In general, the introduction of new products and inclusion of DTS technologies in new and rapidly growing markets can have a material effect on quarterly revenues and profits, and can distort the moderate seasonality described above.
We actively engage in intellectual property compliance and enforcement activities focused on identifying third parties who have either incorporated our technology, trademarks, or know-how without a license or who have underreported to us the amount of royalties owed under license agreements with us. As a result of these activities, from time to time, we recognize royalty revenues that relate to consumer electronics manufacturing activities from prior periods. These royalty recoveries may cause revenues to be higher than expected during a particular reporting period and may not occur in subsequent periods. We cannot predict the amount or timing of such revenues.
Our cost of goods sold consists primarily of amounts paid for products and materials, salaries and related benefits for production personnel, depreciation of production equipment, and payments to third parties for licensing technology and copyrighted material.
Our selling, general, and administrative expenses consist primarily of salaries, commissions, and related benefits for personnel engaged in sales, corporate administration, finance, human resources, information systems, legal, and operations, and costs associated with promotional and other selling activities. Selling, general, and administrative expenses also include professional fees, facility-related expenses, and other general corporate expenses.
Our research and development costs consist primarily of salaries and related benefits for research and development personnel, engineering consulting expenses associated with new product and technology development, and quality assurance and testing costs. Research and development costs are expensed as incurred.
In our consumer business, we have a licensing team that markets our technology directly to large consumer electronics products manufacturers and semiconductor manufacturers. This team includes employees located in the United States, China, England, Japan, and Northern Ireland. We sell music content released under our DTS Entertainment label through distributors. In the United States and Canada, Navarre Corporation is our exclusive distributor of DTS Entertainment label products to major national retail accounts and in Europe, Cadiz Music Limited is our exclusive distributor of DTS Entertainment label products. We also employ consultants to coordinate sales to independent retailers. We are in the process of establishing distribution channels in other international territories. We expect that distribution in Asia will be handled through established distributors located in these territories. We also sell this music directly to consumers through an online store and other web-based retailers. We intend to expand the number of retail outlets that carry our products and broaden our distribution network worldwide.
In our theatrical business, our post-production department, senior management, and liaison offices market our products and services directly to individual film producers and distributors worldwide. We sell our digital multi-channel playback systems to movie theaters through a direct sales force and a network of independent dealers. To date, most of our sales and marketing efforts have been focused in the United States and Canada, Western Europe, and in targeted markets in Asia and Latin America. We have also begun to focus our efforts on pursuing theater companies that have a large concentration of movie theaters in selected foreign countries such as India, China, and Eastern Europe.
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Results of Operations
Revenues |
Total revenues for the three months ended September 30, 2003 increased 41% to $13.3 million from $9.5 million for the three months ended September 30, 2002. The increase in revenues in 2003 primarily resulted from a 53% increase in technology and film licensing revenues to $10.6 million for the three months ended September 30, 2003 from $6.9 million for the three months ended September 30, 2002. The increase in revenues from technology and film licensing was primarily attributable to continued growth in consumer electronics licensing, driven by a rapid increase in the number of DVD-based home entertainment systems that incorporate DTS technology, such as audio/video receivers, DVD players, and home-theater-in-a-box systems, and by revenues recognized as a result of intellectual property compliance and enforcement activities. In addition, our film licensing revenues increased due primarily to revenues generated from increases in the number of U.S. films released, foreign language dubbed versions of major U.S. films, and foreign original-version films released with a DTS soundtrack. Product sales and other revenues increased 7% to $2.7 million for the three months ended September 30, 2003 from $2.5 million for the three months ended September 30, 2002. Shipments of our XD-10 Cinema Media Player contributed to the increase in revenues from product sales quarter over quarter, as did an increase in sales by our DTS Entertainment label. We believe that we will continue to see growth in the products portion of our business.
Revenues from our consumer business totaled $9.3 million for the three months ended September 30, 2003, an increase of 68% from $5.5 million in the third quarter of the prior year. The increase in revenues was driven by the growth in consumer electronics technology licensing as mentioned above. Theatrical revenues were $4.1 million for the three months ended September 30, 2003, up 3% from the same period last year due primarily to growth in film licensing and XD-10 sales.
For the nine months ended September 30, 2003, total revenues were $36.8 million, up 35% from $27.3 million for the same period in the prior year due primarily to the increase in technology and film licensing revenues. Technology and film licensing revenues totaled $30.3 million for the first nine months of 2003, compared to $20.5 million in the first nine months of 2002, an increase of 48%. Technology licensing revenues posted growth of 59% for the period, driven primarily by payments received as a result of intellectual property compliance and enforcement activities and by the rapid increase in sales of DVD-based products by our licensees, while film and other content licensing grew by 21% for the reasons described above. Product sales and other revenues declined 5% during the first nine months of 2003, due primarily to the softness experienced during the quarter ended March 31, 2003.
In the consumer business, revenues for the nine months ended September 30, 2003 were $25.3 million, a 58% increase over the $16.0 million recorded in the first nine months of 2002 due to the intellectual property compliance and enforcement activities and the strength of the consumer electronics licensing activities as discussed above. Theatrical revenues were $11.5 million for the nine months ended September 30, 2003, a 2% increase over the same period in 2002, as growth in film licensing revenues more than offset a decline in product-related revenues.
Gross Profit |
Consolidated gross profit improved to 78% of revenues for the three months ended September 30, 2003, from 67% for the three months ended September 30, 2002. The increase is due to changes in the mix of licensing and product revenues, as higher-margin technology and film licensing comprised 80% of related revenues in the third quarter of 2003, up from 73% of related revenues in the comparable prior year period.
Gross profit associated with technology and film licensing revenues improved slightly to 88% of related revenues for the three months ended September 30, 2003 from 87% in the prior year period. Gross profit associated with product sales and other revenues improved to 41% of related revenues for the three months ended September 30, 2003 from 12% in the prior year period. This increase is primarily due to accruals in the three months ended September 30, 2002 totaling $600,000 related to payments required under a vendor supply agreement.
14
Gross profit for our consumer business improved to 93% of related revenues for the three months ended September 30, 2003, from 91% in the prior year period. The increase is due to the rapid growth of higher margin technology licensing revenues. Theatrical business gross profit increased to 44% of related revenues for the quarter ended September 30, 2003 from 34% in the prior year period due to the accruals in the comparable period in 2002 mentioned above.
For the nine months ended September 30, 2003, consolidated gross profit improved to 78% of revenues, compared to 69% for the same period in 2002. Changes in the mix between technology and film licensing and product sales and other revenues, as described above, resulted in gross profit increases similar in magnitude to the revenue increases described above for the consumer and theatrical businesses.
Selling, General, and Administrative |
Selling, general, and administrative expenses increased 23% to $5.1 million for the quarter ended September 30, 2003, compared to $4.1 million in the prior year quarter. The increase is primarily due to advertising and promotion related to new product introductions, costs associated with intellectual property compliance and enforcement activities, insurance costs, professional services, and other costs required to operate as a public company.
For the nine months ended September 30, 2003, selling, general, and administrative expenses increased 26% to $14.9 million from $11.8 million for the same period in the prior year. In addition to the growth factors listed above, the 2003 amount includes $497,000 in expenses related to stock-based compensation for options and warrants to purchase common stock.
Research and Development |
Research and development expenses increased to $1.3 million for the three months ended September 30, 2003, compared to $865,000 for the three months ended September 30, 2002. The increase is primarily due to increased labor costs associated with new product initiatives and the optimization of our Coherent Acoustics technology for new consumer electronics applications.
For the nine months ended September 30, 2003, research and development expenses increased to $3.6 million compared to $2.7 million for the same period in the prior year. The increase in 2003 is a result of the reasons described above.
We expect quarterly research and development expenses in 2003 to increase in absolute dollars relative to the prior year quarters.
Interest and Other (Income) Expense, Net |
Interest and other (income) expense, net, for the three months ended September 30, 2003 decreased to $(50,000) from $6,000 for prior year same period. This favorable decrease was partially due to increased investment income subsequent to the initial public offering.
Interest and other (income) expense, net, for the nine months ended September 30, 2003 decreased to $3,000 from $100,000 in the prior year period due to the same factors mentioned above.
Income Taxes |
Income tax expense totaled $1.4 million for the quarter ended September 30, 2003, representing an effective tax rate of 34%, down from 37% for the quarter ended September 30, 2002. Income tax expense totaled $3.5 million for the nine months ended September 30, 2003, representing an effective tax rate of 35%, down from 37% for nine months ended September 30, 2002. Our effective tax rate reflects the full federal and state statutory rates on U.S. taxable income net of available tax credits, combined with taxes expected to be paid by our wholly owned subsidiaries in lower tax jurisdictions such as the United Kingdom, China, and the British Virgin Islands. The reduction in our effective tax rate in 2003 versus 2002 was due to an increase in taxable income of our non-U.S. subsidiaries as a percentage of consolidated taxable income.
15
Liquidity and Capital Resources
At September 30, 2003, we had cash, cash equivalents and short-term investments of $51.0 million, compared to $4.1 million at December 31, 2002.
Net cash provided by operating activities was $7.0 million for the nine months ended September 30, 2003, compared to $3.8 million for the nine months ended September 30, 2002. The improvement in cash flows from operations was primarily a result of increased net income generated in the first nine months of 2003 relative to the same period in the prior year. Accounts receivable decreased $1.4 million for the nine months ended September 30, 2003, due to a reduction in accruals related to consumer license fees and an increase in collections. Inventory increased $1.7 million for the nine months ended September 30, 2003 as a result of inventory purchases related to our new product offerings.
Net cash used in investing activities totaled $2.5 million and $641,000 for the nine months ended September 30, 2003 and 2002, respectively. The increase in cash used in investing activities is the result of purchases of short-term investments, funded primarily by proceeds from our initial public offering. In addition, we continue to invest in property and equipment, including office equipment and fixtures, engineering and manufacturing test equipment, and computer hardware and software.
Net cash provided by financing activities totaled $40.5 million for the nine months ended September 30, 2003 and net cash used in financing activities was $3.0 million for the nine months ended September 30, 2002. The increase in cash flows from financing activities was a result of net proceeds of $63.0 million from the issuance of common stock in conjunction with our initial public offering completed in July 2003, partially offset by cash dividends paid to our preferred stockholders totaling $6.8 million. In addition, $15.8 million was used to redeem the principal value of our mandatorily redeemable preferred stock. Cash used in financing activities for the nine months ended September 30, 2002 was due to repayments under our bank line of credit. The bank line of credit was fully repaid in 2002.
We believe that our cash and short-term investments, funds available under our existing bank line of credit facility, and cash flows from operations will be sufficient to satisfy our working capital and capital expenditure requirements for at least the next twelve months. We used a portion of the proceeds from our public offering to redeem all outstanding shares of our redeemable preferred stock. Beyond the next twelve months, additional financing may be required to fund working capital and capital expenditures. Changes in our operating plans, lower than anticipated revenues, increased expenses or other events, including those described in Risk Factors included in this and other filings may cause us to seek additional debt or equity financing on an accelerated basis. Financing may not be available on acceptable terms, or at all, and our failure to raise capital when needed could negatively impact our growth plans and our financial condition and results of operations. Additional equity financing may be dilutive to the holders of our common stock and debt financing, if available, may involve significant cash payment obligations and covenants and/or financial ratios that restrict our ability to operate our business.
Critical Accounting Policies and Estimates
Managements Discussion and Analysis of Financial Condition and Results of Operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of our financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, estimates are evaluated, including those related to revenue recognition, allowance for doubtful accounts, inventories, deferred taxes, impairment of long-lived assets, product warranty, and contingencies and litigation. These estimates are based on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
16
Recently Issued Accounting Standards
In November 2002, the EITF reached a consensus on Issue No. 00-21, Accounting for Revenue Arrangements with Multiple Deliverables. EITF Issue No. 00-21 provides guidance on how to account for arrangements that involve the delivery or performance of multiple products, services and/or rights to use assets. The provisions of EITF Issue No. 00-21 applies to revenue arrangements entered into in fiscal periods beginning after June 15, 2003. Adoption of EITF Issue No. 00-21 did not have an impact on our financial position, results of operations, or cash flows.
In April 2003, the Financial Accounting Standards Board (FASB) issued SFAS No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities. SFAS No. 149 amends and clarifies the accounting guidance on derivative instruments (including certain derivative instruments embedded in other contracts) and hedging activities that fall within the scope of SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities. SFAS No. 149 is effective for all contracts entered into or modified after June 30, 2003, with certain exceptions, and for hedging relationships designated after June 30, 2003. The guidance is to be applied prospectively. Adoption of SFAS No. 149 did not have an impact on our financial position, results of operations, or cash flows.
In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity. SFAS No. 150 changes the accounting guidance for certain financial instruments that, under previous guidance, could be classified as equity or mezzanine equity by now requiring those instruments to be classified as liabilities (or assets in some circumstances) in the statement of financial position. Further, SFAS No. 150 requires disclosure regarding the terms of those instruments and settlement alternatives. SFAS No. 150 is generally effective for all financial instruments entered into or modified after May 31, 2003, and is otherwise effective at the beginning of the first interim period beginning after June 15, 2003. Adoption of SFAS No. 150 did not have any impact on our financial position, results of operations, or cash flows.
17
RISK FACTORS
You should consider carefully the risk factors mentioned in our Registration Statement on Form S-1 (File No. 333-104761) and in the other documents we file from time to time with the Securities and Exchange Commission. The risks and uncertainties described in these filings are not the only ones we face. Additional risks and uncertainties not presently know to us or that we deem to be currently immaterial also may impair our business operations. If the risk factors mentioned in these filings actually occur, our business, financial condition and operating results could be materially adversely affected.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Market risk represents the risk of loss arising from adverse changes in market rates and foreign exchange rates. At September 30, 2003, we did not have any balances outstanding under our bank line of credit arrangement; however, the amount of outstanding debt at any time may fluctuate and we may from time to time be subject to refinancing risk.
Our interest income is sensitive to changes in the general level of U.S. interest rates, particularly since a significant portion of our investments are and will be in short-term marketable securities, U.S. government securities and corporate bonds. Due to the nature and maturity of our short-term investments, we have concluded that there is no material market risk exposure to our principal. The average maturity of our investment portfolio is less than one month. As of September 30, 2003, a 1% change in interest rates throughout a one-year period would have an annual effect of approximately $500,000 on our income.
We derive more than half of our revenues from sales outside the United States, and maintain research, sales, marketing, or business development offices in six countries. Therefore, our results could be negatively affected by such factors as changes in foreign currency exchange rates, trade protection measures, longer accounts receivable collection patterns, and changes in regional or worldwide economic or political conditions. The risks of our international operations are mitigated in part by the extent to which our revenues are denominated in U.S. dollars and accordingly we are not exposed to significant foreign currency risk on these items. We do have limited foreign currency risk on certain revenues and operating expenses such as salaries and overhead costs of our foreign operations and a small amount of cash maintained by these operations. However, we believe this exposure is limited.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
Evaluation of disclosure controls and procedures. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934 (the Exchange Act)). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this Report, our disclosure controls and procedures are adequately designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in applicable rules and forms.
18
PART II
None.
Item 2. Changes in Securities and Use of Proceeds
(c) During the quarter ended September 30, 2003, the registrant issued the following securities that were not registered under the Securities Act of 1933, as amended (the Securities Act):
1. On July 14, 2003, pursuant to the exemption provided in Section 3(a)(9) of the Securities Act, the Registrant issued an aggregate of 4,690,390 shares of common stock to its preferred stockholders upon the automatic cashless exercise of warrants to purchase an aggregate of 4,695,923 shares of common stock. | |
2. On August 8, 2003, pursuant to the exemption provided in Section 3(a)(9) of the Securities Act, the Registrant sold an aggregate of 301,164 shares of common stock to Terry Beard, Patrick Beard, Stephen Smyth, Mike Smyth, AT Communications, Neil Robinson, Brian Speers, and James Ketcham upon the cashless exercise of warrants to purchase an aggregate of 666,403 shares of common stock. | |
3. On August 13, 2003, pursuant to the exemption provided in Section 3(a)(9) of the Securities Act, the Registrant sold an aggregate of 29,844 shares of common stock to Richard Koppel and Julie Koppel upon the cashless exercise of warrants to purchase an aggregate of 67,374 shares of common stock. | |
4. On September 29, 2003, pursuant to the exemption provided in Section 3(a)(9) of the Securities Act, the Registrant sold an aggregate of 62,194 shares of common stock to Salah Hassanein, Robert Knudson, Karen Sullivan, and Nancy Montgomery upon the cashless exercise of warrants to purchase an aggregate of 112,290 shares of common stock. | |
5. From July 1, 2003 through July 14, 2003, pursuant to the exemption from registration provided in Rule 701 under the Securities Act, the Registrant granted options to purchase 98,500 and 15,000 shares of common stock to employees, directors and consultants under its 1997 Stock Option Plan and 2003 Equity Incentive Plan, respectively, at exercise prices ranging from $16.00 to $17.00 per share. |
(d) On July 15, 2003, we closed the sale of an aggregate of 4,091,410 shares of our Common Stock, $0.0001 par value, in our initial public offering, which included the sale of 251,410 shares of our Common Stock pursuant to the exercise of the underwriters overallotment option in the offering. The offering also included the sale by certain of our stockholders of an aggregate of 324,590 shares of our Common Stock in connection with the exercise by the underwriters of their overallotment option. The managing underwriters in the offering were SG Cowen Securities Corporation, William Blair & Company, L.L.C. and Thomas Weisel Partners LLC. All of the shares of Common Stock sold in the offering were registered under the 1933 Act on a Registration Statement on Form S-1 (Reg. No. 333-104761) that was declared effective by the SEC on July 9, 2003 and a Registration Statement filed pursuant to Rule 462(b) under the Securities Act that was filed on July 10, 2003 (Reg. No. 333-106920). The offering commenced on July 9, 2003 and did not terminate until after the sale of all of the securities registered in the Registration Statement. All 4,416,000 shares of Common Stock registered under the Registration Statement, including shares sold by us and by selling stockholders upon exercise of the overallotment option, were sold at a price per share of $17.00.
The aggregate price of the offering amount registered on our behalf was $69.6 million. In connection with the offering, we paid an aggregate of $4.9 million in underwriting discounts and commissions to the underwriters and incurred approximately $1.7 million in other offering expenses. None of the underwriting discounts and commissions or offering expenses were incurred or paid to directors or officers of ours or their associates or to persons owning 10 percent or more of our common stock or to any affiliates of ours. After deducting the underwriting discounts and commissions and offering expenses, we received net proceeds from the offering of approximately $63.0 million. Subsequent to the offering, we used approximately $21.2 million
19
The aggregate price of the offering amount registered on behalf of the selling stockholders was $5.6 million.
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 | ||||
Number | Exhibit Description | |||
31.1 | Certification of the Chief Executive Officer under Securities Exchange Act Rules 13a-14(a) and 15d-14(a) | |||
31.2 | Certification of the Chief Financial Officer under Securities Exchange Act Rules 13a-14(a) and 15d-14(a) | |||
32.1 | Certification of the Chief Executive Officer under Securities Exchange Act Rules 13a-14(b) and 15d-14(b) and Section 1350 of 18 U.S.C. 1350 | |||
32.2 | Certification of the Chief Financial Officer under Securities Exchange Act Rules 13a-14(b) and 15d-14(b) and Section 1350 of 18 U.S.C. 1350 |
(b) Reports on Form 8-K:
On August 7, 2003, we filed on Form 8-K a press release announcing our financial results for the second quarter of 2003.
20
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.
DIGITAL THEATER SYSTEMS, INC. |
By: | /s/ JON E. KIRCHNER |
|
|
Jon E. Kirchner | |
President and Chief Executive Officer | |
(Duly Authorized Officer) |
Date: October 30, 2003
By: | /s/ MELVIN FLANIGAN |
|
|
Melvin Flanigan | |
Executive Vice President, Finance and | |
Chief Financial Officer | |
(Principal Financial and Accounting Officer) |
Date: October 30, 2003
21
EXHIBIT INDEX
Exhibit | ||||
Number | Exhibit Description | |||
31.1 | Certification of the Chief Executive Officer under Securities Exchange Act Rules 13a-14(a) and 15d-14(a) | |||
31.2 | Certification of the Chief Financial Officer under Securities Exchange Act Rules 13a-14(a) and 15d-14(a) | |||
32.1 | Certification of the Chief Executive Officer under Securities Exchange Act Rules 13a-14(b) and 15d-14(b) and Section 1350 of 18 U.S.C. 1350 | |||
32.2 | Certification of the Chief Financial Officer under Securities Exchange Act Rules 13a-14(b) and 15d-14(b) and Section 1350 of 18 U.S.C. 1350 |