-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, K3n1zvHCZTwyF1uNDGYZadLs2U6zhnX5n5S8wzQlepLCZwuJWNRg/z04vpvXlipj nG/OWEJuvsU8SsEthkCwHw== 0000912057-00-004318.txt : 20000209 0000912057-00-004318.hdr.sgml : 20000209 ACCESSION NUMBER: 0000912057-00-004318 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991225 FILED AS OF DATE: 20000208 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BOSTON ACOUSTICS INC CENTRAL INDEX KEY: 0000805268 STANDARD INDUSTRIAL CLASSIFICATION: HOUSEHOLD AUDIO & VIDEO EQUIPMENT [3651] IRS NUMBER: 042662473 STATE OF INCORPORATION: MA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-15193 FILM NUMBER: 526048 BUSINESS ADDRESS: STREET 1: 300 JUBILEE DRIVE STREET 2: P O BOX 6015 CITY: PEABODY STATE: MA ZIP: 01961-6015 BUSINESS PHONE: 5085385000 MAIL ADDRESS: STREET 1: 300 JUBILEE DRIVE STREET 2: P O BOX 6015 CITY: PEABODY STATE: MA ZIP: 01961-6015 10-Q 1 10-Q - -------------------------------------------------------------------------- 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 DECEMBER 25, 1999 OR [] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM __________ TO __________ COMMISSION FILE NO. 33-9875 ----------------- BOSTON ACOUSTICS, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) MASSACHUSETTS 04-2662473 (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER OF INCORPORATION OR IDENTIFICATION NO.) ORGANIZATION) 300 JUBILEE DRIVE PEABODY, MASSACHUSETTS 01960 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) (978) 538-5000 (REGISTRANT'S 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 [X] No [ ] There were 4,949,264 shares of Common Stock issued and outstanding as of February 4, 2000. - -------------------------------------------------------------------------- Boston Acoustics, Inc. INDEX
Page ---- Part I: Financial Information Item 1. Financial Statements Consolidated Balance Sheets (Unaudited)- March 27, 1999 and December 25, 1999 4 Consolidated Statements of Income (Unaudited)- Three months and Nine Months ended December 26, 1998 and December 25, 1999 6 Consolidated Statements of Cash Flows (Unaudited)- Nine Months ended December 26, 1998 and December 25, 1999 7 Notes to Unaudited Consolidated Financial Statements 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 11 Part II: Other Information Items 1 through 6 15 Signatures 16 Exhibit Index 17
2 PART I: FINANCIAL INFORMATION Item 1: Financial Statements Boston Acoustics, Inc. and Subsidiaries Consolidated Balance Sheets (Unaudited) ASSETS
March 27, 1999 December 25, 1999 -------------- ----------------- Current Assets: Cash and cash equivalents $ 2,096,246 $ 1,795,388 Accounts receivable, net of reserves of approximately $463,000 and $505,000, respectively 12,586,919 17,217,879 Inventories 21,651,847 18,935,663 Deferred income taxes 1,524,000 1,524,000 Prepaid expenses and other current assets 478,174 954,079 ----------- ----------- Total current assets 38,337,186 40,427,009 ----------- ----------- Property and Equipment, at cost: Land 1,433,365 1,805,861 Building and improvements 7,113,384 7,240,133 Machinery and equipment 10,890,563 12,986,600 Office equipment and furniture 3,862,578 4,109,938 Motor vehicles 360,963 264,224 ----------- ----------- 23,660,853 26,406,756 Less-accumulated depreciation and amortization 9,699,448 11,590,069 ----------- ----------- 13,961,405 14,816,687 ----------- ----------- Other Assets 940,226 1,014,782 ----------- ----------- $53,238,817 $56,258,478 =========== ===========
The accompanying notes are an integral part of these consolidated financial statements. 4 Boston Acoustics, Inc. and Subsidiaries Consolidated Balance Sheets (Unaudited) LIABILITIES AND SHAREHOLDERS' EQUITY
March 27, 1999 December 25, 1999 -------------- ----------------- Current Liabilities: Accounts payable $ 2,465,201 $ 7,188,537 Accrued payroll and payroll- related expenses 1,553,933 1,828,905 Dividends payable 425,967 424,342 Other accrued expenses 796,795 1,410,271 Accrued income taxes 359,689 2,118 Current maturity of line of credit 3,265,018 1,726,223 ----------- ----------- Total current liabilities 8,866,603 12,580,396 ----------- ----------- Line of credit, net of current portion 10,500,000 6,600,000 Commitments Shareholders' Equity: Commonstock, $.01 par value Authorized -- 8,000,000 shares Issued - 5,011,700 and 5,080,764 shares at March 27, 1999 and December 25, 1999, respectively 50,117 50,807 Additional paid-in capital 636,581 918,534 Retained earnings 33,185,516 37,386,460 ----------- ----------- 33,872,214 38,355,801 Less-Treasury stock, 88,500 shares at December 25, 1999, at cost -- 1,277,719 ----------- ----------- Total shareholders' equity 33,872,214 37,078,082 ----------- ----------- $53,238,817 $56,258,478 =========== ===========
The accompanying notes are an integral part of these consolidated financial statements. 5 Boston Acoustics, Inc. and Subsidiaries Consolidated Statements of Income (Unaudited)
Three Months Ended Nine Months Ended ------------------ ----------------- December 26, December 25, December 26, December 25, 1998 1999 1998 1999 ------------ ------------ ------------ ------------ Net sales $ 37,305,613 $ 30,567,062 $ 85,155,939 $ 81,091,896 Cost of goods sold 25,070,440 20,158,335 56,523,377 55,005,437 ------------ ------------ ------------ ------------ Gross profit 12,235,173 10,408,727 28,632,562 26,086,459 ------------ ------------ ------------ ------------ Selling and marketing expenses 2,975,878 3,003,881 7,372,786 8,219,810 General and administrative expenses 1,460,654 1,207,442 3,561,538 3,603,966 Engineering and development expenses 1,374,400 1,478,941 3,677,003 4,643,589 ------------ ------------ ------------ ------------ Total operating expenses 5,810,932 5,690,264 14,611,327 16,467,365 ------------ ------------ ------------ ------------ Income from operations 6,424,241 4,718,463 14,021,235 9,619,094 Interest income 17,815 18,821 71,217 65,467 Interest expense (219,618) (173,353) (542,081) (546,599) ------------ ------------ ------------ ------------ Income before provision for income taxes 6,222,438 4,563,931 13,550,371 9,137,962 Provision for income taxes 2,269,000 1,764,000 5,015,000 3,526,000 ------------ ------------ ------------ ------------ Net income $ 3,953,438 $ 2,799,931 $ 8,535,371 $ 5,611,962 ============ ============ ============ ============ Net income per share Basic $ .79 $ .55 $ 1.71 $ 1.11 ============ ============ ============ ============ Diluted $ .75 $ .51 $ 1.62 $ 1.05 ============ ============ ============ ============ Weighted average common shares outstanding Basic 4,989,609 5,048,868 4,982,424 5,042,091 Diluted 5,270,648 5,448,015 5,278,824 5,339,945 Dividends per share $ .085 $ .085 $ .253 $ .255 ============ ============ ============ ============
The accompanying notes are an integral part of these consolidated financial statements. 6 Boston Acoustics, Inc. and Subsidiaries Consolidated Statements of Cash Flows (Unaudited)
Nine Months Ended ----------------- December 26, 1998 December 25, 1999 ----------------- ----------------- Cash flows from operating activities: Net income $ 8,535,371 $ 5,611,962 Adjustments to reconcile net income to net cash provided by (used in) operating activities- Depreciation and amortization 2,368,964 2,192,365 Changes in assets and liabilities, net of acquisition -- Accounts receivable (7,754,855) (4,630,960) Inventories (15,415,775) 2,716,184 Prepaid expenses and other current assets 179,147 (604,002) Accounts payable 11,066,718 4,723,336 Accrued payroll and other accrued expenses 795,981 888,448 Accrued income taxes (37,801) (357,571) - -------------------------------------------------------------- ------------ ------------ Net cash provided by (used in) operating activities (262,250) 10,539,762 ------------ ------------ Cash flows from investing activities: Purchase of property and equipment, net (3,930,111) (2,745,903) Increase in other assets (1,306) (239,824) ------------ ------------ Net cash used in investing activities (3,931,417) (2,985,727) ------------ ------------ Cash flows from financing activities: Dividends paid (1,253,168) (1,284,546) Stock dividend fractional share payment (480) -- Purchase of treasury stock -- (1,277,719) Proceeds from line of credit 9,600,000 -- Payments on line of credit (7,100,000) (5,438,795) Proceeds from exercise of stock options 240,215 146,167 ------------ ------------ Net cash provided by (used in) financing activities 1,486,567 (7,854,893) ------------ ------------ Decrease in cash and cash equivalents (2,707,100) (300,858) Cash and cash equivalents, beginning of period 3,870,569 2,096,246 ------------ ------------ Cash and cash equivalents, end of period $ 1,163,469 $ 1,795,388 ============ ============ Supplemental Disclosure of NonCash Financing Activities: Dividends payable $ 424,140 $ 424,342 ============ ============ Supplemental Disclosure of Cash Flow Information: Cash paid for income taxes $ 5,052,800 $ 4,259,871 ============ ============ Cash paid for interest $ 557,672 $ 531,446 ============ ============
The accompanying notes are an integral part of these consolidated financial statements. 7 Boston Acoustics, Inc. and Subsidiaries Notes to Unaudited Consolidated Financial Statements (1) Basis of Presentation The unaudited consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission and include, in the opinion of management, all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of interim period results. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. The Company believes, however, that its disclosures are adequate to make the information presented not misleading. The results for the three and nine-month periods ended December 25, 1999 are not necessarily indicative of results to be expected for the full fiscal year. These financial statements should be read in conjunction with the Company's Annual Report included in its Form 10-K for fiscal year ended March 27, 1999. (2) Inventories Inventories are stated at the lower of cost (first-in, first-out) or market and consist of the following:
March 27, 1999 December 25, 1999 -------------- ----------------- Raw materials and work-in process $ 9,425,814 $10,703,593 Finished goods 12,226,033 8,232,070 ----------- ----------- $21,651,847 $18,935,663 =========== ===========
Work-in-process and finished goods inventories consist of materials, labor and manufacturing overhead. (3) Net Income Per Common Share The Company follows the provisions of SFAS No. 128, EARNINGS PER SHARE. SFAS No. 128 establishes standards for computing and presenting earnings per share (EPS) and applies to entities with publicly held common stock or potential common stock. Basic EPS is computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution from common stock equivalents (stock options and warrants). For the three-month period ended December 25, 1999, there were 361,917 shares, and for the nine-month period ended there were 212,768 shares that have been excluded from the weighted average number of common and dilutive shares outstanding as their effect would be anti-dilutive. For the three-month and nine-month periods ended December 26, 1998, no antidilutive shares have been excluded for purposes of earnings per share. 8 A reconciliation of the number of shares used in the calculation of basic and diluted net income per share, is as follows:
Three Months Ended Nine Months Ended ------------------ ----------------- December 26, December 25, December 26, December 25, 1998 1999 1998 1999 ----------- ----------- ----------- ---------- Weighted average common shares outstanding 4,989,609 5,048,868 4,982,424 5,042,091 Dilutive effect of assumed exercise of stock options and warrant 281,039 399,147 296,400 297,854 --------- --------- --------- --------- Weighted average common shares outstanding assuming dilution 5,270,648 5,448,015 5,278,824 5,339,945 ========= ========= ========= =========
(4) Segment Reporting The Company adopted SFAS No. 131, DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION effective March 27, 1999. SFAS No. 131 requires certain financial and supplementary information to be disclosed on an annual and interim basis for each reportable segment of an enterprise. The Company has determined that it has two reportable segments: Core and original equipment manufacturer (OEM) and Multimedia. Prior to fiscal 1998, the Company operated as a single segment. The Company's reportable segments are strategic business units that sell the Company's products to distinct distribution channels. Both segments derive their revenues from the sale of audio systems. They are managed separately because each segment requires different selling and marketing strategies as the class of customers within each segment is different. The Company's disclosure of segment performance is based on the way that management organizes the segments within the enterprise for making operating decisions and assessing performance. The accounting policies of the segments are the same as those described in the summary of significant accounting policies. The Company does not allocate operating expenses between its two reportable segments. Accordingly, the Company's measure of profit for each reportable segment is based on gross profit. 9 THREE MONTHS ENDED DECEMBER 25, 1999
OEM and Fiscal 2000 Core Multimedia Total - ----------- ---- ---------- ----- Net Sales $17,868,003 $12,699,059 $30,567,062 =========== =========== =========== Gross profit $ 7,606,264 $ 2,802,463 $10,408,727 =========== =========== ===========
THREE MONTHS ENDED DECEMBER 26, 1998
OEM and Fiscal 1999 Core Multimedia Total - ----------- ---- ---------- ----- Net Sales $17,089,853 $20,215,760 $37,305,613 =========== =========== =========== Gross profit $ 7,752,054 $ 4,483,119 $12,235,173 =========== =========== ===========
NINE MONTHS ENDED DECEMBER 25, 1999
OEM and Fiscal 2000 Core Multimedia Total - ----------- ---- ---------- ----- Net Sales $44,434,630 $36,657,266 $81,091,896 =========== =========== =========== Gross profit $17,705,657 $ 8,380,802 $26,086,459 =========== =========== ===========
NINE MONTHS ENDED DECEMBER 26, 1998
OEM and Fiscal 1999 Core Multimedia Total - ----------- ---- ---------- ----- Net Sales $41,450,954 $ 43,704,985 $85,155,939 =========== ============ =========== Gross profit $17,442,750 $11,189,812 $28,632,562 =========== ============ ===========
10 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations The following table sets forth the results of operations for the three-month and nine-month periods ended December 26, 1998 and December 25, 1999 expressed as percentages of net sales.
Three Months Ended Nine Months Ended ------------------ ----------------- December 26, December 25, December 26, December 25, 1998 1999 1998 1999 ------------ ------------ ------------ ------------ Net sales 100.0% 100.0% 100.0% 100.0% Cost of goods sold 67.2 65.9 66.4 67.8 ----- ----- ----- ----- Gross profit 32.8 34.1 33.6 32.2 ----- ----- ----- ----- Selling and marketing expenses 8.0 9.8 8.6 10.1 General & administrative expenses 3.9 4.0 4.2 4.5 Engineering & development expenses 3.7 4.8 4.3 5.7 ----- ----- ----- ----- 15.6 18.6 17.1 20.3 ----- ----- ----- ----- Income from operations 17.2 15.5 16.5 11.9 Interest income (expense), net (0.5) (0.6) (0.6) (0.6) ----- ----- ----- ----- Income before provision for income taxes 16.7 14.9 15.9 11.3 Provision for income taxes 6.1 5.8 5.9 4.4 ----- ----- ----- ----- Net income 10.6% 9.1% 10.0% 6.9% ===== ===== ===== =====
Net sales decreased 18%, to approximately $30,567,000 during the third quarter of fiscal 2000 from approximately $37,306,000 during the third quarter of fiscal 1999. For the nine months ended December 25, 1999 net sales decreased approximately 5% from approximately $85,156,000 to approximately $81,092,000. The overall sales decrease for both the three-month and nine-month periods ended December 25, 1999 was primarily due to the decrease in OEM sales of multimedia speaker systems to Gateway, Inc. ("Gateway"), a leading global direct marketer of PC products. During the three-month period ended December 25, 1999, Gateway purchased four systems, the Digital BA 735 Subwoofer/Satellite system introduced in the first quarter of fiscal 2000, 11 the Digital MediaTheater-TM- three-piece system, the DigitalTheater-TM- 6000 Dolby-Registered Trademark- Digital 5.1 channel Home Theater System and the BA 7500-Registered Trademark- thin panel audio system designed for desktop theater applications, such as DVDs and PC games. The current products are available either as a component of certain pre-configured computer systems offered by Gateway, or as an upgrade option on those configurations that do not include Boston Acoustics' products as standard. The quantity of product sold as an upgrade option could fluctuate significantly from quarter to quarter and have an impact on the unit volume of OEM multimedia products. During the three-month and nine-month periods ended December 25, 1999, growth in the Company's core business sales was primarily the result of the continued success of the VR-M monitor bookshelf speaker systems and the powered subwoofer systems for use in home theater systems introduced during the second quarter of fiscal 2000, as well as the DigitalTheater 6000 audio system first introduced a year ago. In addition, during the three-month period ended December 25, 1999, the Company introduced its new Competitor Series of subwoofers for the automotive audio aftermarket. The Competitor Series subwoofers are available in 15-inch, 12-inch, 10-inch and 8-inch sizes and are priced between $279 and $199 ea. MRSP. The Company's overall gross margin for the three-month period ended December 25, 1999 increased as a percentage of net sales due primarily to a shift in the sales mix to loudspeaker models with slightly higher margins compared to the same period a year ago. The Company's gross margin for the nine-month period ended December 25, 1999 decreased as a percentage of net sales primarily due to the lower margin sales of the Company's OEM Multimedia products and expenses associated with new product introductions during the first half of fiscal 2000. Total operating expenses decreased in absolute dollars but increased as a percentage of net sales during the three-month period ended December 25, 1999 primarily due to the decrease in sales from the same period a year ago. Operating expenses for the nine-month period ended December 25, 1999 increased in both absolute dollars and as a percentage of net sales. Selling and marketing expenses remained relatively constant for the three-month period ended December 25, 1999 but increased for the nine-month period primarily due to increased salaries and benefits relating to additional personnel as compared to the same period a year ago. General and administrative expenses decreased in absolute dollars for the three-month period ended December 25, 1999 compared to the corresponding period a year ago while increasing slightly during the nine-month period ended December 25, 1999 as compared to the same period in 1998. Engineering and development expenses for the three-month and nine-month periods ended December 25, 1999 have increased in absolute dollars due primarily to increased salaries and benefits relating to additional personnel and increased expenses associated with new product development. Net interest expense for both the three-month and nine-month periods ended December 25, 1999 remained stable as a percentage of net sales compared to the corresponding periods as year ago, primarily due to the utilization of working capital and repayments of a certain portion of the Company's line of credit obligations. The Company's effective income tax rate increased both for the three-month and nine-month periods ended December 25, 1999 compared to the same periods a year ago. The increase is primarily due to a smaller proportion of the Company's income being derived outside the U.S., thereby reducing the tax benefits associated with the Company's foreign sales corporation. Net income for the third quarter decreased from approximately $3,953,000 in fiscal 1999 to $2,800,000 in fiscal 2000 while diluted earnings per share decreased from $.75 to $.51 per share. Net income for the nine-month period ended December 25, 1999 decreased from approximately $8,535,000 in fiscal 1999 to approximately $5,612,000 in fiscal 2000, while diluted earnings per share for the nine-month period decreased from $1.62 to $1.05 per share. The decrease in net income for the three-month period ended December 25, 1999 is primarily the result of the decrease in net sales and gross profit, partially offset by a decrease in operating expenses. The decrease in net income for the nine-month period ended December 25, 1999 is due to the decrease in sales and gross profit and the increase in operating expenses as compared to the same period a year ago. 12 Liquidity and Capital Resources During the first nine months of fiscal 2000, the Company financed its growth principally with cash generated by operations. As of December 25, 1999 the Company's working capital was approximately $27,847,000, a decrease of approximately $1,624,000 since the end of fiscal 1999. The decrease in working capital was primarily due to the repayment made on the Company's line of credit borrowings. The Company's cash and cash equivalents were $1,795,388 at December 25, 1999, a decrease of approximately $301,000 from March 27, 1999 primarily due to the purchase of land adjacent to the Company's corporate headquarters facility, tooling expenditures related to new products, costs related to the Company's new state-of-the art automated woofer assembly line, and the repayments made on the Company's line of credit borrowings. The Company has two lines of credit with two banking institutions totaling $26,500,000. At December 25, 1999 the Company had borrowings totaling $8,000,000 under its $25,000,000 revolving credit agreement. The Company believes that its current resources are adequate to meet its requirements for working capital and capital expenditures through the next twelve months. Significant Customers The Company's financial results for the three-month and nine-month periods ended December 25, 1999 include significant OEM sales of multimedia speaker systems to Gateway. These sales are pursuant to the Master Supply Agreement between Gateway and Boston Acoustics, Inc. On July 19, 1999, the Company entered into a new three year Master Supply Agreement with Gateway. Since this Master Supply Agreement with Gateway does not contain minimum or scheduled purchase requirements, purchase orders by Gateway may fluctuate significantly from quarter to quarter over the term of the agreement. The loss of Gateway as a customer or any significant portion of orders from Gateway could have a material adverse affect on the Company's business, results of operations and financial condition. In addition, the Company also could be materially adversely affected by any substantial work stoppage or interruption of production at Gateway or if Gateway were to reduce or cease conducting operations. Year 2000 Compliance To date, the Company's internal business systems have experienced no adverse impact from the transition to the Year 2000. In addition, the Company is not aware of any Year 2000 related issues with any of its customers, suppliers or other third parties with whom it has business relationships. The Company does not expect to incur any significant additional costs relating to Year 2000 issues. Possible Adverse Effect of Euro Conversion On January 1, 1999, 11 of the 15 member countries of the European Union established fixed conversion rates between their existing currencies and a new common currency called the "euro." This represented an initial step in a process expected to culminate in the replacement of the existing currencies with the euro. The conversion to the euro will have operational and legal implications for some of our international business activities. The Company has begun evaluating these implications, but the Company has yet to estimate the potential impact on our business, operating results and financial condition. The Company's preliminary judgement, however, is that the nature of the Company's business and customers makes a material impact unlikely. 13 Cautionary Statements The Private Securities Litigation Reform Act of 1995 contains certain safe harbors regarding forward-looking statements. From time to time, information provided by the Company or statements made by its directors, officers, or employees may contain "forward-looking" information which involve risk and uncertainties. Any statements in this report that are not statements of historical fact are forward-looking statements (including, but not limited to, statements concerning the characteristics and growth of the Company's market and customers, the Company's objectives and plans for future operations, and the Company's expected liquidity and capital resources and the Company's ability and the Company's suppliers' and customers' ability to replace, modify or upgrade computer programs in ways to adequately address the Year 2000 issue). Such forward-looking statements are based on a number of assumptions and involve a number of risks and uncertainties, and accordingly, actual results could differ materially. Factors that may cause such differences include, but are not limited to: the continued and future acceptance of the Company's products, the rate of growth in the audio industry; the presence of competitors with greater technical marketing and financial resources; the Company's ability to promptly and effectively respond to technological change to meet evolving consumer demands; capacity and supply constraints or difficulties; and the Company's ability to successfully integrate new operations. The words "believe," "expect," "anticipate," "intend" and "plan" and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made. For a further discussion of these and other significant factors to consider in connection with forward-looking statements concerning the Company, reference is made to Exhibit 99 of the Company's Form 8-K filed on July 18, 1996. 14 PART II: OTHER INFORMATION Item 1. LEGAL PROCEEDINGS None Item 2. CHANGES IN SECURITIES None Item 3. DEFAULTS UPON SENIOR SECURITIES None Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None Item 5. OTHER INFORMATION None Item 6. EXHIBITS AND REPORTS ON FORM 8-K a) Exhibits Exhibit 27 -- Financial Data Schedule b) Reports on Form 8-K No reports on Form 8-K were filed during the quarter ended December 25, 1999. 15 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. BOSTON ACOUSTICS, INC. Registrant Date: February 4, 2000 By: s/Andrew G. Kotsatos ------------------------- Andrew G. Kotsatos Director, Chief Executive Officer and Treasurer Date: February 4, 2000 By: s/Fred E. Faulkner, Jr. ----------------------- Fred E. Faulkner, Jr. President and Chief Operating Officer Date: February 4, 2000 By: s/Debra A. Ricker-Rosato ------------------------ Debra A. Ricker-Rosato Vice President and Chief Accounting Officer 16 EXHIBIT INDEX
Exhibit Number Page - -------------- ---- Exhibit 27 Financial Data Schedule
- -------------------- 2 EX-27 2 EXHIBIT 27
5 THE COMPANY'S FINANCIAL STATEMENTS IN ITS QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTERLY PERIOD ENDED DECEMBER 25, 1999 9-MOS MAR-25-2000 DEC-25-1999 1,795,388 0 17,217,879 505,000 18,935,663 40,427,009 26,406,756 11,590,069 56,258,478 12,580,396 0 0 0 50,807 37,027,275 56,258,478 81,091,896 81,091,896 55,005,437 16,467,365 0 0 546,599 9,137,962 3,526,000 5,611,962 0 0 0 5,611,962 1.11 1.05
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