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8-K/A - FORM 8-K/A - DTS, INC.f8ka_031813.htm
EX-99.2 - EXHIBIT 99.2 - DTS, INC.exh_992.htm
Exhibit 99.1
 
 
 
DTS REVISES FOURTH QUARTER AND FISCAL YEAR 2012 RESULTS

CALABASAS, Calif. (March 18, 2013) – DTS, Inc. (Nasdaq: DTSI) today announced that it has revised its financial results for the fourth quarter and fiscal year ended December 31, 2012 to include an additional accrual for foreign withholding taxes in the amount of $0.4 million, and adjustments to the Company’s consolidated balance sheet as of December 31, 2012 to reflect the reclassification of deferred tax liabilities and certain unrecognized tax benefits against deferred tax assets.

For the fourth quarter 2012, the revised GAAP net loss was $0.1 million, or $0.01 per diluted share, and the revised non-GAAP net income was $5.7 million, or $0.31 per diluted share.  For the full year 2012, the revised GAAP net loss was $15.9 million, or $0.91 per diluted share, and the revised non-GAAP net income was $4.3 million, or $0.24 per diluted share.  The Company's 2013 outlook is unaffected by these changes.

The amended release reads: DTS, Inc. (Nasdaq: DTSI) today announced financial results for the fourth quarter and fiscal year ended December 31, 2012.

Revenue for the fourth quarter was $29.8 million, including 86% year-over-year growth from the network-connected markets.  This compares to revenue of $29.0 million in the fourth quarter of 2011, which included $1.6 million in royalty recoveries.  Excluding royalty recoveries, the 9% year-to-year increase in total revenue resulted primarily from robust growth in the Company’s network-connected business, which was bolstered by the acquisition of SRS Labs, Inc. last July.  These results were partially offset by the continuing decline in demand for DVD products and a decline in Blu-ray revenue attributable in part to a comparably weaker holiday season in 2012.

Non-GAAP net income in the fourth quarter of 2012 was $5.7 million, or $0.31 per diluted share net of tax, compared to non-GAAP net income of $8.8 million, or $0.52 per diluted share net of tax, in the fourth quarter of 2011.  Non-GAAP operating margin in the fourth quarter of 2012 was 26%, compared to 50% in the fourth quarter of 2011, largely due to increased expenses resulting from recent acquisitions as well as investments to support the Company’s emerging network-connected business.

GAAP net loss in the fourth quarter of 2012 was $0.1 million or $0.01 per diluted share, compared to net income of $7.1 million, or $0.42 per diluted share, in the fourth quarter of 2011.  GAAP net loss for the fourth quarter of 2012 includes $3.0 million, or $0.09 per diluted share net of tax, in stock-based compensation expense; $4.8 million, or $0.15 per diluted share net of tax, in acquisition and integration-related costs; and $2.0 million, or $0.06 per diluted share net of tax, in amortization of intangibles.

For the full year, revenue was $100.6 million, compared to revenue of $96.9 million in 2011.  Revenue from royalty recoveries for 2012 was $2.4 million as compared to $2.0 million in 2011.

Non-GAAP net income for the full year was $4.3 million, or $0.24 per diluted share net of tax, compared to $24.7 million, or $1.40 per diluted share net of tax, in 2011.  Non-GAAP operating margin for the full year was 24%, compared to 42% in 2011.

 
 

 
GAAP net loss for the full year was $15.9 million, or $0.91 per diluted share, compared to net income of $18.3 million, or $1.04 per diluted share, in 2011.  GAAP net income for 2012 includes $11.3 million, or $0.39 per diluted share net of tax, in stock-based compensation expense; $15.7 million, or $0.44 per diluted share net of tax, in acquisition and integration costs; and $4.8 million, or $0.17 per diluted share net of tax, in amortization of intangibles.

The GAAP and non-GAAP reconciling items for the quarters and years ended December 31, 2012 and 2011 can be found in the “Non-GAAP Financial Metrics” schedule attached to this press release and on the investor relations portion of the Company’s website at www.DTS.com.

The Company generated $14.8 million in cash flow from operations in 2012, compared to $24.2 million in 2011, and closed the year with cash and investments totaling $77.0 million.

“The fourth quarter concluded a transformative year for DTS.  Over the course of 2012, we successfully completed the integration of two acquisitions, realized all anticipated synergies, extended our capabilities as a complete audio solutions provider, and significantly enhanced our network-connected footprint,” said Jon Kirchner, chairman and CEO of DTS, Inc.

Mr. Kirchner continued, “DTS is dramatically changing the way consumers experience entertainment – whether on-the-go or at home – and we are very excited about our strong product pipeline, including the products recently announced at CES and Mobile World Congress.  New technologies such as our Play-Fi wireless audio delivery technology and Headphone:X™, a game-changing technology designed to create an immersive, multi-dimensional sound experience using only a pair of standard headphones, are generating significant industry excitement.  We are poised to accelerate our network-connected growth in 2013 and are intently focused on positioning the Company for improved financial performance as we move through our strategic transition.”

Business Outlook

For 2013, the Company expects revenue in the range of $140 to $146 million, including a normal level of royalty recoveries.  The midpoint of this range reflects approximately 42% year-over-year growth, of which 16 percentage points are expected to be from organic growth and 26 percentage points are expected to come from acquired technologies, which have now been integrated into the Company’s ongoing business.  The Company expects growth in 2013 to come primarily from the network-connected markets and particularly from the growing licensing of audio processing in TVs and mobile devices.  The Company expects the network connected markets to grow to more than 40% of total revenue in 2013, Blu-ray to be nearly 25% of revenue, the automotive market to be between 10% and 15% of revenue, and home AV to be just under 15% of total revenue in 2013.

The Company expects non-GAAP operating margins in the low- to mid-20s and non-GAAP diluted EPS in the range of $1.05 to $1.20.  In 2013, stock-based compensation expense is expected to be in the range of $0.44 to $0.47 per diluted share net of tax, and amortization of intangibles is expected to be in the range of $0.39 to $0.42.  On a GAAP basis, the Company expects operating profit of approximately 3-6% and EPS in the range of $0.22 to $0.31.

The outlook is based on a number of assumptions that the Company believes are reasonable at the time of this press release.  Information regarding potential risks that could cause the actual results to differ from these forward-looking statements is set forth below and in the Company’s filings with the Securities and Exchange Commission.

 
 

 
Use of Non-GAAP Financial Information

Included within this press release are non-GAAP financial measures that supplement the Company’s Consolidated Statements of Operations prepared under generally accepted accounting principles (GAAP).  These non-GAAP financial measures adjust the Company’s actual results prepared under GAAP to exclude charges and the related income tax effect for stock-based compensation, the amortization of intangible assets, and certain acquisition and integration-related charges.  Reconciliations of GAAP to non-GAAP amounts for the periods presented herein are provided in schedules accompanying this release and should be considered together with the Consolidated Statements of Operations.  These non-GAAP measures are not meant as a substitute for GAAP, but are included solely for informational and comparative purposes.  The Company’s management believes that this information can assist investors in evaluating the Company’s operational trends, financial performance, and cash generating capacity.  Management believes these non-GAAP measures allow investors to evaluate DTS’ financial performance using some of the same measures as management.  However, the non-GAAP financial measures should not be regarded as a replacement for (or superior to) corresponding, similarly captioned, GAAP measures.

About DTS, Inc.

DTS (Nasdaq:DTSI) is a premier audio solutions provider for high-definition entertainment experiences—anytime, anywhere, on any device. DTS’ audio solutions enable delivery and playback of clear, compelling high-definition audio which is incorporated by hundreds of licensee customers around the world, into an array of consumer electronic devices. From a renowned legacy as a pioneer in high definition multi-channel audio, DTS became a mandatory audio format in the Blu-ray Disc standard and is now increasingly deployed in enabling digital delivery of compelling movies, music, games and other forms of digital entertainment to a growing array of network-connected consumer devices. DTS technology is in car audio systems, digital media players, DVD players, game consoles, home theaters, PCs, set-top boxes, smart phones, surround music content and every device capable of playing Blu-ray discs. Founded in 1993, DTS' corporate headquarters are located in Calabasas, California with its licensing operations headquartered in Limerick, Ireland. DTS also has offices in Los Gatos and Santa Ana, California, Washington, China, France, Hong Kong, Japan, Singapore, South Korea, Taiwan and the United Kingdom.

Media & Investor Contacts
Sard Verbinnen & Co
John Christiansen/Jenny Gore
jchristiansen@sardverb.com/jgore@sardverb.com
(415) 618-8750
 
 
 

 
Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks, uncertainties, assumptions and other factors which, if they do not materialize or prove correct, could cause DTS’ results to differ materially from historical results or those expressed or implied by such forward-looking statements. All statements, other than statements of historical fact, are statements that could be deemed forward-looking statements, including statements containing the words “planned,” “expects,” “believes,” “intends,” “strategy,” “opportunity,” “anticipates” and similar words. These statements may include, among others, plans, strategies and objectives of management for future operations; any statements regarding proposed new products, services or developments; any statements regarding future economic conditions or financial or operating performance; any statements regarding anticipated growth in the network-connected markets and in the Blu-ray, automotive and home AV markets; statements of belief and any statements of assumptions underlying any of the foregoing. The potential risks and uncertainties that could cause actual growth and results to differ materially include, but are not limited to, the continued decline in optical disc media consummation, our ability to penetrate the on-line and mobile content delivery market and adapt our technologies for that market, the rapidly changing and competitive nature of the digital audio, consumer electronics and entertainment markets, the Company’s inclusion in or exclusion from governmental and industry standards, continued customer acceptance of the Company’s technology, products, services and pricing, risks related to ownership and enforcement of intellectual property, the continued release and availability of entertainment content containing DTS audio soundtracks, success of the Company’s research and development efforts, risks related to integrating acquisitions, greater than expected costs, the departure of key employees, negative trends in the general economy, continued weakness in the global financial markets and decreases in consumer confidence, a loss of one or more of our key customers or licensees, changes in domestic and international market and political conditions, and other risks and uncertainties more fully described in DTS’ public filings with the Securities and Exchange Commission, including DTS’ most recent forms 10-K and 10-Q, available at www.sec.gov. Readers are urged not to place undue reliance on these forward looking statements, which speak only as of the date of this press release. DTS does not intend to update any forward-looking statement contained in this press release to reflect events or circumstances arising after the date hereof.

DTS-I

###
 
 
 

 
DTS, INC.
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except per share amounts)
 
   
As of
   
As of
 
   
December 31,
   
December 31,
 
   
2012
   
2011
 
             
   
(Unaudited)
 
ASSETS
           
Current assets:
           
Cash and cash equivalents
  $ 57,831     $ 46,944  
Short-term investments
    14,214       38,697  
Accounts receivable, net of allowance for doubtful accounts of $679
               
and $251 at December 31, 2012 and 2011, respectively
    6,910       5,322  
Deferred income taxes
    1,998       1,296  
Prepaid expenses and other current assets
    4,572       1,823  
Income taxes receivable, net
    5,107       2,591  
Total current assets
    90,632       96,673  
Property and equipment, net
    33,325       32,800  
Intangible assets, net
    61,400       4,549  
Goodwill
    51,314       1,257  
Deferred income taxes
    630       13,574  
Long-term investments
    5,000       6,922  
Other assets
    4,826       3,695  
Total assets
  $ 247,127     $ 159,470  
                 
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
Current liabilities:
               
Accounts payable
  $ 2,771     $ 1,056  
Accrued expenses
    15,954       3,605  
Deferred revenue
    7,659       1,121  
Total current liabilities
    26,384       5,782  
Long-term debt
    30,000        
Other long-term liabilities
    9,817       7,886  
                 
Stockholders' equity:
               
Preferred stock - $0.0001 par value, 5,000 shares authorized at December 31, 2012                
and 2011; no shares issued and outstanding
           
Common stock - $0.0001 par value, 70,000 shares authorized at December 31, 2012                
and 2011; 20,710 and 20,536 shares issued at December 31, 2012
               
and 2011, respectively; 18,208 and 16,536 outstanding at December 31, 2012                
and 2011, respectively
    3       3  
Additional paid-in capital
    213,787       192,819  
Treasury stock, at cost - 2,502 and 4,000 shares at December 31, 2012
               
and 2011, respectively
    (59,848 )     (107,222 )
Accumulated other comprehensive income
    659       644  
Retained earnings
    26,325       59,558  
Total stockholders' equity
    180,926       145,802  
                 
Total liabilities and stockholders' equity
  $ 247,127     $ 159,470  
                 
 
 
 

 
DTS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands, except per share amounts)
 
   
For the Three Months Ended
   
For the Twelve Months Ended
 
   
December 31,
   
December 31,
 
   
2012
   
2011
   
2012
   
2011
 
   
(Unaudited)
 
                         
Revenue
  $ 29,775     $ 29,012     $ 100,649     $ 96,922  
Cost of revenue
    1,854       217       4,347       860  
Gross profit
    27,921       28,795       96,302       96,062  
Operating expenses:
                               
Selling, general and administrative
    21,098       13,296       78,409       52,904  
Research and development
    8,859       3,780       25,774       13,539  
Total operating expenses
    29,957       17,076       104,183       66,443  
Operating income (loss)
    (2,036 )     11,719       (7,881 )     29,619  
Interest and other income (expense), net
    (285 )     (11 )     (352 )     311  
Income (loss) before provision for income taxes
    (2,321 )     11,708       (8,233 )     29,930  
Provision (benefit) for income taxes
    (2,219 )     4,631       7,665       11,661  
Net income (loss)
  $ (102 )   $ 7,077     $ (15,898 )   $ 18,269  
                                 
Net income (loss) per common share:
                               
Basic
  $ (0.01 )   $ 0.43     $ (0.91 )   $ 1.08  
Diluted
  $ (0.01 )   $ 0.42     $ (0.91 )   $ 1.04  
                                 
Weighted average shares outstanding:
                               
Basic
    18,467       16,541       17,446       16,982  
Diluted
    18,467       17,004       17,446       17,575  
 
 
 

 
DTS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
 
   
For the Three Months Ended
   
For the Twelve Months Ended
 
   
December 31,
   
December 31,
 
   
2012
   
2011
   
2012
   
2011
 
   
(Unaudited)
 
Cash flows from operating activities:
                       
Net income (loss)
  $ (102 )   $ 7,077     $ (15,898 )   $ 18,269  
Adjustments to reconcile net income (loss) to net cash provided by operating activities:                                
Depreciation and amortization
    3,333       1,470       9,625       5,337  
Stock-based compensation charges
    2,958       2,527       11,316       9,283  
Deferred income taxes
    2,207       2,403       5,392       2,873  
Tax benefits from stock-based awards
    8,553       238       8,661       314  
Excess tax benefits from stock-based awards
    (8,567 )     (245 )     (8,879 )     (275 )
Other
    441       92       822       454  
Changes in operating assets and liabilities, net of business acquisitions:                                
Accounts receivable
    (1,050 )     (1,984 )     5,316       649  
Prepaid expenses and other assets
    (2,056 )     (235 )     (2,381 )     (1,044 )
Accounts payable, accrued expenses and other liabilities
    (9,200 )     (978 )     (2,899 )     (5,600 )
Deferred revenue
    3,642       (894 )     6,032       (5,537 )
Income taxes receivable
    (2,665 )     223       (2,316 )     (492 )
Net cash provided by (used in) operating activities
    (2,506 )     9,694       14,791       24,231  
Cash flows from investing activities:
                               
Purchases of held-to-maturity investments
    -       (4,077 )     (3,450 )     (40,660 )
Purchases of available-for-sale investments
    (4,816 )     (10,641 )     (46,890 )     (23,529 )
Maturities of held-to-maturity investments
    -       18,784       20,120       74,470  
Maturities of available-for-sale investments
    9,442       3,800       31,534       3,800  
Sales of held-to-maturity investments
    -       -       9,109       -  
Sales of available-for-sale investments
    -       -       24,760       -  
Cash paid for business acquisitions, net
    -       -       (59,616 )     -  
Purchases of property and equipment
    (1,412 )     (614 )     (4,225 )     (3,057 )
Purchases of intangible assets
    (162 )     (132 )     (584 )     (545 )
Net cash provided by (used in) investing activities
    3,052       7,120       (29,242 )     10,479  
Cash flows from financing activities:
                               
Proceeds from the issuance of common stock under stock-based compensation plans
    565       503       1,976       4,099  
Repurchases and retirement of common stock for restricted stock tax withholdings
    (19 )     (74 )     (985 )     (1,585 )
Excess tax benefits from stock-based awards
    8,567       245       8,879       275  
Proceeds from long-term borrowings
    -       -       30,000       -  
Purchases of treasury stock
    (8,651 )     (5,489 )     (14,532 )     (32,299 )
Net cash provided by (used in) financing activities
    462       (4,815 )     25,338       (29,510 )
Net change in cash and cash equivalents
    1,008       11,999       10,887       5,200  
Cash and cash equivalents, beginning of period
    56,823       34,945       46,944       41,744  
Cash and cash equivalents, end of period
  $ 57,831     $ 46,944     $ 57,831     $ 46,944  
 
 
 

 
Non-GAAP Financial Metrics
(Amounts in thousands, except per share amounts)
 
The following tables show the Company's GAAP financial metrics reconciled to non-GAAP financial metrics included in this release.
 
   
For the Three Months Ended
   
For the Twelve Months Ended
 
   
December 31,
   
December 31,
 
   
2012
   
2011
   
2012
   
2011
 
Cost of revenue:
                       
GAAP cost of revenue
  $ 1,854     $ 217     $ 4,347     $ 860  
Amortization of intangible assets
    1,751       182       4,151       731  
Stock-based compensation
    -       4       -       12  
Non-GAAP cost of revenue
  $ 103     $ 31     $ 196     $ 117  
                                 
Selling, general and administrative:
                               
GAAP selling, general and administrative
  $ 21,098     $ 13,296     $ 78,409     $ 52,904  
Amortization of intangible assets
    253       140       551       462  
Stock-based compensation
    2,258       2,076       8,940       7,622  
Acquisition and integration related costs*
    3,412       -       13,469       -  
Non-GAAP selling, general and administrative
  $ 15,175     $ 11,080     $ 55,449     $ 44,820  
                                 
Research and development:
                               
GAAP research and development
  $ 8,859     $ 3,780     $ 25,774     $ 13,539  
Amortization of intangible assets
    -       45       90       179  
Stock-based compensation
    700       447       2,376       1,649  
Acquisition and integration related costs*
    1,340       -       2,234       -  
Non-GAAP research and development
  $ 6,819     $ 3,288     $ 21,074     $ 11,711  
                                 
Operating income (loss):
                               
GAAP operating income (loss)
  $ (2,036 )   $ 11,719     $ (7,881 )   $ 29,619  
Amortization of intangible assets
    2,004       367       4,792       1,372  
Stock-based compensation
    2,958       2,527       11,316       9,283  
Acquisition and integration related costs*
    4,752       -       15,703       -  
Non-GAAP operating income
  $ 7,678     $ 14,613     $ 23,930     $ 40,274  
Non-GAAP operating income as a % of revenue
    26 %     50 %     24 %     42 %
                                 
Net income (loss):
                               
GAAP net income (loss)
  $ (102 )   $ 7,077     $ (15,898 )   $ 18,269  
Amortization of intangible assets
    2,004       367       4,792       1,372  
Stock-based compensation
    2,958       2,527       11,316       9,283  
Acquisition and integration related costs*
    4,752       -       15,703       -  
Tax impact of the above items
    (3,886 )     (1,158 )     (11,581 )     (4,262 )
Non-GAAP net income
  $ 5,726     $ 8,813     $ 4,332     $ 24,662  
                                 
Non-GAAP diluted income per common share
  $ 0.31     $ 0.52     $ 0.24     $ 1.40  
                                 
Weighted average diluted shares outstanding:
    18,697       17,004       17,790       17,575  
                                 
                                 
 
* On July 20, 2012, DTS completed its acquisition of SRS Labs, Inc. in a cash-and-stock transaction.  On July 5, 2012, DTS completed its acquisition of assets from Phorus, Inc. and Phorus, LLC.
 
 
 

 
Non-GAAP Financial Targets
 
The following tables show the Company's fiscal year 2013 GAAP guidance reconciled to non-GAAP financial targets.
   
Fiscal Year 2013
 
   
Low
   
High
 
             
Operating income as a % of revenue:
           
             
GAAP operating income as a % of revenue
    3 %     6 %
Amortization of intangible assets
    9       9  
Stock-based compensation
    9       10  
Non-GAAP operating income as a % of revenue
    21 %     25 %
                 
                 
Net income per diluted share:
               
                 
GAAP net income per diluted share
  $ 0.22     $ 0.31  
Amortization of intangible assets
    0.65       0.70  
Stock-based compensation
    0.73       0.78  
Tax impact of the above items
    (0.55 )     (0.59 )
Non-GAAP net income per diluted share
  $ 1.05     $ 1.20  
                 
Weighted average shares used to compute Non-GAAP
               
net income per diluted share (millions)
    18.5       18.5