-----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, Uou/KMggsMjIDUwPRVezDFqGT0bvYbYMwGpaN555396DfMgkdeRp49G07FX/l6vS KTWxn1hlnD4RfgPazyZyqw== /in/edgar/work/0000912057-00-050082/0000912057-00-050082.txt : 20001116 0000912057-00-050082.hdr.sgml : 20001116 ACCESSION NUMBER: 0000912057-00-050082 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000930 FILED AS OF DATE: 20001114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BOSTON ACOUSTICS INC CENTRAL INDEX KEY: 0000805268 STANDARD INDUSTRIAL CLASSIFICATION: [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: 768832 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 a2031085z10-q.txt FORM 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 SEPTEMBER 30, 2000 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 5,082,464 shares of Common Stock issued and 4,909,864 shares outstanding as of November 10, 2000. Boston Acoustics, Inc. INDEX
Page ---- Part I: Financial Information Item 1. Financial Statements (Unaudited) Consolidated Balance Sheets March 25, 2000 and September 30, 2000 4 Consolidated Statements of Income Three months and Six Months ended September 25, 1999 and September 30, 2000 6 Consolidated Statements of Cash Flows Six Months ended September 25, 1999 and September 30, 2000 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
2 PART I: FINANCIAL INFORMATION Item 1: Financial Statements 3 Boston Acoustics, Inc. and Subsidiaries Consolidated Balance Sheets (Unaudited) ASSETS
March 25, 2000 September 30, 2000 -------------- ------------------ Current Assets: Cash and cash equivalents $ 1,506,741 $ 1,472,969 Accounts receivable, net of reserves of approximately $345,000 and $369,000, respectively 12,632,632 16,678,977 Inventories 19,333,515 26,662,953 Deferred income taxes 1,545,000 1,545,000 Prepaid expenses and other current assets 1,151,536 1,279,946 ----------- ----------- Total current assets 36,169,424 47,639,845 ----------- ----------- Property and Equipment, at cost: Land 1,815,755 1,815,755 Building and improvements 7,925,701 8,989,008 Machinery and equipment 13,517,432 14,600,850 Office equipment and furniture 4,131,718 4,501,153 Motor vehicles 259,319 247,544 ----------- ----------- 27,649,925 30,154,310 Less-accumulated depreciation and amortization 12,035,891 13,673,466 ----------- ----------- 15,614,034 16,480,844 ----------- ----------- Other Assets 1,080,569 1,192,587 ----------- ----------- $52,864,027 $65,313,276 =========== ===========
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 25, 2000 September 30, 2000 -------------- ------------------ Current Liabilities: Accounts payable $ 6,002,158 $10,310,173 Accrued payroll and payroll- related expenses 2,148,272 2,353,651 Dividends payable 417,201 417,201 Other accrued expenses 1,171,200 1,341,923 Accrued income taxes -- 546,467 Current maturity of line of credit 1,602,287 1,517,979 ----------- ----------- Total current liabilities 11,341,118 16,487,394 ----------- ----------- Line of credit, net of current portion 4,850,000 9,600,000 Commitments Shareholders' Equity: Common stock, $.01 par value Authorized -- 8,000,000 shares Issued - 5,080,764 50,807 50,807 Additional paid-in capital 918,534 918,534 Retained earnings 38,131,912 40,684,885 ----------- ----------- 39,101,253 41,654,226 Less-Treasury stock, 172,500 shares, at cost 2,428,344 2,428,344 ----------- ----------- Total shareholders' equity 36,672,909 39,225,882 ----------- ----------- $52,864,027 $65,313,276 =========== ===========
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 Six Months Ended ---------------------------------- ---------------------------------- September 25, September 30, September 25, September 30, 1999 2000 1999 2000 (13 Weeks) (14 Weeks) (26 Weeks) (27 Weeks) ------------- ------------- -------------- ------------- Net sales $ 28,679,502 $ 34,584,146 $ 50,524,834 $ 57,407,174 Cost of goods sold 20,041,878 24,873,312 34,847,102 40,432,171 ------------ ------------ ------------ ------------ Gross profit 8,637,624 9,710,834 15,677,732 16,975,003 ------------ ------------ ------------ ------------ Selling and marketing expenses 2,694,756 3,360,317 5,215,929 6,069,056 General and administrative expenses 1,296,701 1,238,455 2,396,524 2,492,848 Engineering and development expenses 1,764,517 1,404,694 3,164,648 2,780,344 ------------ ------------ ------------ ------------ Total operating expenses 5,755,974 6,003,466 10,777,101 11,342,248 ------------ ------------ ------------ ------------ Income from operations 2,881,650 3,707,368 4,900,631 5,632,755 Interest income 22,330 20,403 46,646 39,620 Interest expense (177,392) (146,879) (373,246) (251,999) ------------ ------------ ------------ ------------ Income before provision for income taxes 2,726,588 3,580,892 4,574,031 5,420,376 Provision for income taxes 1,054,000 1,343,000 1,762,000 2,033,000 ------------ ------------ ------------ ------------ Net income $ 1,672,588 $ 2,237,892 $ 2,812,031 $ 3,387,376 ============ ============ ============ ============ Net income per share Basic $ .33 $ .46 $ .56 $ .69 ============ ============ ============ ============ Diluted $ .31 $ .45 $ .54 $ .69 ============ ============ ============ ============ Weighted average common shares outstanding Basic 5,064,715 4,908,245 5,038,702 4,908,245 Diluted 5,320,674 4,954,202 5,254,793 4,925,629 Dividends per share $ .085 $ .085 $ .17 $ .17 ============ ============ ============ ============
The accompanying notes are an integral part of these consolidated financial statements. 6 Boston Acoustics, Inc. and Subsidiaries Consolidated Statements of Cash Flows (Unaudited)
Six Months Ended ------------------------------------------ September 25, 1999 September 30, 2000 ------------------ ------------------ Cash flows from operating activities: Net income $ 2,812,031 $ 3,387,376 Adjustments to reconcile net income to net cash provided by (used in) operating activities- Depreciation and amortization 1,631,016 1,639,585 Changes in assets and liabilities, net of acquisition -- Accounts receivable (942,372) (4,046,345) Inventories 2,542,977 (7,329,438) Prepaid expenses and other current assets (512,430) (128,410) Accounts payable 976,966 4,308,015 Accrued payroll and other accrued expenses 987,107 376,102 Accrued income taxes (357,592) 546,467 ----------- ----------- Net cash provided by (used in) operating activities 7,137,703 (1,246,648) ----------- ----------- Cash flows from investing activities: Purchases of property and equipment, net (2,037,992) (2,504,385) Increase in other assets (121,358) (114,028) ----------- ----------- Net cash used in investing activities (2,159,350) (2,618,413) ----------- ----------- Cash flows from financing activities: Dividends paid (852,810) (834,403) Proceeds from line of credit --- 5,500,000 Repayments of line of credit (4,491,267) (834,308) Proceeds from exercise of stock options 126,667 --- ----------- ----------- Net cash provided by (used in) financing activities (5,217,410) 3,831,289 ----------- ----------- Decrease in cash and cash equivalents (239,057) (33,772) Cash and cash equivalents, beginning of period 2,096,246 1,506,741 ----------- ----------- Cash and cash equivalents, end of period $ 1,857,189 $ 1,472,969 =========== =========== Supplemental Disclosure of NonCash Financing Activities: Dividends payable $ 431,736 $ 417,201 ----------- ----------- Supplemental Disclosure of Cash Flow Information: Cash paid for income taxes $ 2,540,147 $ 1,548,500 =========== =========== Cash paid for interest $ 371,020 $ 220,427 =========== ===========
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 six-month periods ended September 30, 2000 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 25, 2000. (2) Inventories Inventories are stated at the lower of cost (first-in, first-out) or market and consist of the following:
March 25, 2000 September 30, 2000 -------------- ------------------ Raw materials and work-in process $10,547,363 $13,317,638 Finished goods 8,786,152 13,345,315 ----------- ----------- $19,333,515 $26,662,953 =========== ===========
Work-in-process and finished goods inventories consist of materials, labor and manufacturing overhead. (3) Net Income Per Common Share 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 September 30, 2000, there were 174,104 stock options, and for the six-month period there were 425,860 stock options 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 period ended September 25, 1999, there were 207,877 stock options, and for the six-month period there were 208,195 stock options that have been excluded from the weighted average number of common and dilutive shares outstanding as their effect would be anti-dilutive. 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 Six Months Ended -------------------------------------- --------------------------------- September 25, September 30, September 25, September 30, 1999 2000 1999 2000 -------------- -------------- ------------- ------------- Weighted average common shares outstanding 5,064,715 4,908,245 5,038,702 4,908,245 Dilutive effect of assumed exercise of stock options and warrant 255,959 45,957 216,091 17,384 --------- --------- --------- --------- Weighted average common shares outstanding assuming dilution 5,320,674 4,954,202 5,254,793 4,925,629 ========= ========= ========= =========
(4) Segment Reporting The Company has two reportable segments: 1) Core, and 2) Original Equipment Manufacturer (OEM) and Multimedia. 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.
Three Months Ended September 30, 2000 - ------------------------------------- OEM and Fiscal 2001 Core Multimedia Total ----------- ---- ---------- ----- Net Sales $15,546,388 $19,037,758 $34,584,146 =========== =========== =========== Gross profit $ 5,491,318 $ 4,219,516 $ 9,710,834 =========== =========== ===========
Three Months Ended September 25, 1999 - ------------------------------------- OEM and Fiscal 2000 Core Multimedia Total ----------- ---- ---------- ----- Net Sales $13,659,147 $15,020,355 $28,679,502 =========== =========== =========== Gross profit $ 4,914,756 $ 3,722,868 $ 8,637,624 =========== =========== ===========
9
Six Months Ended September 30, 2000 - ----------------------------------- OEM and Fiscal 2001 Core Multimedia Total ----------- ---- ---------- ----- Net Sales $28,957,720 $28,449,454 $57,407,174 =========== =========== =========== Gross profit $10,317,094 $ 6,657,909 $16,975,003 =========== ============ ===========
Six Months Ended September 25, 1999 - ----------------------------------- OEM and Fiscal 2000 Core Multimedia Total ----------- ---- ---------- ----- Net Sales $26,566,627 $23,958,207 $50,524,834 =========== =========== =========== Gross profit $10,099,393 $ 5,578,339 $15,677,732 =========== =========== ===========
(5) Significant Customers For the three-month periods ended September 30, 2000 and September 25, 1999, two customers represented approximately 59% and 61% of the Company's net sales respectively. The same two customers accounted for approximately 55% and 56% of the net sales for the six months ended September 30, 2000 and September 25, 1999 respectively. (6) International Operations The Company maintains sales concentrations in Europe, Asia, and Canada in addition to distributing product through two foreign subsidiaries. Export sales accounted for approximately 14% of sales for the three-month periods ended September 30, 2000 and September 25, 1999, and approximately 15% for the six-month periods ended September 30, 2000 and September 25, 1999. (7) Recent Accounting Pronouncements In June 1998, the FASB issued SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities. SFAS No. 133 establishes accounting and reporting disclosure standards for derivative instruments including certain derivative instruments embedded in other contracts (collectively referred to as derivatives) and for hedging activities. SFAS No. 133, as amended by SFAS No. 137, Accounting for Derivative Instruments and Hedging Activities -- Deferral of the Effective Date of FASB Statement No. 133, is effective for all fiscal quarters of all fiscal years beginning after June 15, 2000. The Company does not expect adoption of this statement to have a material impact on its consolidated financial position or results of operations. The Securities and Exchange Commission issued Staff Accounting Bulletin (SAB) No. 101, Revenue Recognition, in December 1999. The Company believes that the guidance provided in SAB No. 101 will not have a material impact on future operating results. In March 2000, the FASB issued Interpretation No. 44, Accounting for Certain Transactions Involving Stock Compensation -- an Interpretation of APB Opinion No. 25 in certain situations, as defined. The interpretation is effective July 1, 2000, but covers certain events during the period after December 15, 1998 but before the effective date. The Company expects that the adoption of this interpretation will not have any effect on the accompanying financial statements. 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 six-month periods ended September 25, 1999 and September 30, 2000 expressed as percentages of net sales.
Three Months Ended Six Months Ended ------------------------------------- ------------------------------------- September 25, September 30, September 25, September 30, 1999 2000 1999 2000 (13 Weeks) (14 Weeks) (26 Weeks) (27 Weeks) ---------------- -------------- ------------------ ------------- Net sales 100.0% 100.0% 100.0% 100.0% Cost of goods sold 69.9 71.9 69.0 70.4 ----- ---- ---- ---- Gross profit 30.1 28.1 31.0 29.6 ----- ---- ---- ---- Selling and marketing expenses 9.4 9.7 10.3 10.6 General & administrative expenses 4.5 3.6 4.7 4.4 Engineering & development expenses 6.2 4.1 6.3 4.8 ----- ----- ----- ----- 20.1 17.4 21.3 19.8 ----- ----- ----- ----- Income from operations 10.0 10.7 9.7 9.8 Interest income (expense), net (0.5) (0.3) (0.6) (0.4) ----- ----- ----- ----- Income before provision for income taxes 9.5 10.4 9.1 9.4 Provision for income taxes 3.7 3.9 3.5 3.5 ----- ----- ----- ----- Net income 5.8% 6.5% 5.6% 5.9% ===== ====== ===== =====
Net sales increased approximately 21%, from $28,679,502 during the second quarter of Fiscal 2000 to $34,584,146 during the second quarter of Fiscal 2001. For the six months ended September 30, 2000 net sales increased approximately 14% from $50,524,834 during the second quarter of Fiscal 2000 to $57,407,174. The second quarter of Fiscal 2001 includes 14 weeks of sales and earnings compared to 13 weeks for the second quarter of Fiscal 2000. The overall sales increase included sales increases in both the Core and Multimedia segments of the business. The Core business increase during the three months ended September 30, 2000 was the result of $1.2 million back orders from the first quarter of Fiscal 2001 and new product introductions 11 in our Core home entertainment product categories. The VR-MC center channel speaker system and the VR-MX surround speaker were introduced during the second quarter to compliment the VR-M50 and VR-M60 Monitor bookshelf speaker systems introduced last fiscal year. The VR-MC with a suggested retail of $600 each and the VR-MX with a suggested retail of $800 per pair are both available in cherry or black ash real wood veneer. The Lynnfield VR910 and VR920 high performance center channel speaker systems with suggested retails of $350 and $600 respectively have end caps shaped and colored to match the design of our Lynnfield VR900 series of floorstanding speakers and were introduced during the first quarter of Fiscal 2001. The Multimedia segment included increased sales of the BA265 two-piece speaker system introduced in June of the first quarter of Fiscal 2001 and available through our OEM customer, Gateway, Inc. ("Gateway"). In addition, during the second quarter the Company began shipments of the BA65 analog two-piece system to its Multimedia retail customers. The Company's gross margin for the three-month and six-month periods ended September 30, 2000 decreased as a percentage of net sales due primarily to increased production expenses including those associated with the Company's efforts to fill the back orders in the early part of the second quarter. These expenses included the hiring of temporary contract labor, as well as, increased overtime expenses. In addition, the Company experienced higher scrap, rework and warehousing costs as compared to the same period a year ago. Total operating expenses increased in absolute dollars while decreasing as a percentage of net sales during both the three-month and six-month periods ended September 30, 2000. Selling and marketing expenses have increased in absolute dollars primarily due to increased salaries and benefits relating to additional personnel and increased advertising costs relating to both the Core and Multimedia retail segments. General and administrative expenses have remained relatively stable for the three-months ended September 30, 2000. The slight increase in general and administrative expenses for the six months ended September 30, 2000 is attributed to increased payroll related costs and insurance expense. Engineering and development expenses for the three-month and six-month periods ended September 30, 2000 have decreased in absolute dollars due primarily to lower consulting fees and lower outside service expenses as compared to the same periods a year ago. Net interest expense has decreased in both absolute dollars and as a percentage of net sales during the three-month and six-month periods ended September 30, 2000 compared to the corresponding periods a year ago, despite an increase in the Company's line of credit borrowings during the second fiscal quarter from $6 million to $11 million. The Company's effective income tax rate decreased to 37.5% for the three-month and six-month periods ended September 30, 2000 compared to 38.5% for the same periods a year ago due to lower state income taxes. Net income for the second quarter increased from approximately $1,673,000 in Fiscal 2000 to approximately $2,238,000 in Fiscal 2001 while diluted earnings per share increased from $.31 to $.45 per share. Net income for the six-month period ended September 30, 2000 increased from approximately $2,812,000 in Fiscal 2000 to approximately $3,387,000 in Fiscal 2001, while diluted earnings per share for the six-month period increased from $.54 to $.69 per share. The increase in net income for the three and six-month periods ended September 30, 2000 is primarily the result of the increase in net sales, partially offset by an increase in cost of goods sold. Liquidity and Capital Resources During the first six months of Fiscal 2001, the Company financed its growth principally with net proceeds of approximately $4,700,000 from the Company's revolving line of credit. As of September 30, 2000 the Company's working capital was approximately $31,152,000, an increase of approximately $6,324,000 since the end of Fiscal 2000. The increase in working capital was primarily due to increases in inventory and accounts receivable which were partially offset by increased accounts payable balances and the borrowings 12 on the Company's line of credit during the three-month period ending September 30, 2000. The Company's cash and cash equivalents were approximately $1,473,000 at September 30, 2000, a decrease of approximately $34,000 from March 25, 2000 primarily due to increased inventory levels, increased accounts receivable balances and increased building improvements. The Company's increased inventory levels were principally the result of increased Multimedia finished goods expected to ship during the Company's third fiscal quarter. The increase in the Company's accounts receivable balance is principally the result of the timing of payments by certain larger customers which were subsequently received after September 30, 2000. Current liabilities increased by approximately $5,100,000 primarily as a result of increases in accounts payable related to inventory purchases and other accrued expenses. Long term debt increased by $4,750,000 as a result of borrowings under the Company's line of credit. The Company has two lines of credit with two banking institutions totaling $26,500,000. The increase in borrowings is primarily the result of a temporary increase in accounts receivable and inventory as of September 30, 2000. At September 30, 2000 the Company had borrowings totaling $11,000,000 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 Fiscal 2001. Significant Customers The Company's financial results for the three-month and six-month periods ended September 30, 2000 include significant OEM sales of multimedia speaker systems to Gateway. The terms of these sales are governed by a Master Supply Agreement between Gateway and the Company dated July 19, 1999, which defines such issues as ordering and invoicing procedures, shipping charges, warranties, repair service support, product safety requirements, etc. This Master Supply Agreement with Gateway does not contain minimum or scheduled purchase requirements; therefore, purchase orders by Gateway may fluctuate significantly from quarter to quarter over the terms of the agreement. Based on information currently available from our OEM customer, the Company anticipates that our OEM sales should increase slightly during the fiscal year ending March 31, 2001 as compared to the fiscal year ended March 25, 2000. 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. 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 13 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 At the Annual Meeting of the Shareholders of the Company held on August 8, 2000, shareholders acted affirmatively to elect nominees for directors proposed by management. Each Director is to serve until the next Annual Meeting of Shareholders and thereafter until his/her successor is elected and qualified.
Nominee Votes "For" Votes "Withheld" ------- ---------- --------------- Andrew G. Kotsatos 4,254,351 29,661 Moses A. Gabbay 4,244,026 39,986 George J. Markos 4,249,851 34,161 Lisa M. Mooney 4,253,951 30,061
Shareholders also voted to ratify the action of the Directors in selecting Arthur Andersen LLP as auditors of the Company. A total of 4,270,077 votes were cast in favor of the proposal, 4,875 votes were cast against, and there were 9,060 abstentions. 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 September 30, 2000. 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: November 13, 2000 By: /s/ Andrew G. Kotsatos --------------------- Andrew G. Kotsatos Director, Chief Executive Officer and Treasurer Date: November 13, 2000 By: /s/ Moses A. Gabbay ------------------ Moses A. Gabbay Director and Chief Operating Officer Date: November 13, 2000 By: /s/ Debra A. Ricker-Rosato -------------------------- Debra A. Ricker-Rosato Vice President and Chief Accounting Officer 16 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: November 13, 2000 By: ------------------------------- Andrew G. Kotsatos Director, Chief Executive Officer and Treasurer Date: November 13, 2000 By: ------------------------------- Moses A. Gabbay Director and Chief Operating Officer Date: November 13, 2000 By: ------------------------------- Debra A. Ricker-Rosato Vice President and Chief Accounting Officer 17 EX-27 2 a2031085zex-27.txt EXHIBIT 27
5 THIS SCHEDULE COUNTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE COMPANY'S FINANCIAL STATEMENTS IN ITS QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2000 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 6-MOS MAR-31-2001 SEP-30-2000 1,472,969 0 16,678,977 369,000 26,662,953 47,639,845 30,154,310 13,673,466 65,313,276 16,487,394 9,600,000 0 0 50,807 41,603,419 65,313,276 57,407,174 57,407,174 40,432,171 11,342,248 0 0 212,379 5,420,376 2,033,000 3,387,376 0 0 0 3,387,376 .69 .69
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