-----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, OIdkAgV9DXzlIPjY5vnpLeyZoOE9pN1Tz2c3KHGFTA4U1l7QR2loMy8P+iA6TVCE AGuOqvOBcX4wkRzE3c0VGA== 0001157523-05-009846.txt : 20051108 0001157523-05-009846.hdr.sgml : 20051108 20051108163344 ACCESSION NUMBER: 0001157523-05-009846 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051108 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051108 DATE AS OF CHANGE: 20051108 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SONIC SOLUTIONS/CA/ CENTRAL INDEX KEY: 0000916235 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 930925818 STATE OF INCORPORATION: CA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23190 FILM NUMBER: 051186671 BUSINESS ADDRESS: STREET 1: 101 ROWLAND WAY STREET 2: STE 110 CITY: NOVATO STATE: CA ZIP: 94945 BUSINESS PHONE: 4158938000 MAIL ADDRESS: STREET 1: 101 ROWLAND WAY STREET 2: STE 110 CITY: NOVATO STATE: CA ZIP: 94945 8-K 1 a5015733.txt SONIC SOLUTIONS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2005 SONIC SOLUTIONS - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) California 23190 93-0925818 - -------------------------------------------------------------------------------- (State or other jurisdiction of (Commission File Number) (I.R.S. Employer organization) Identification No.) 101 Rowland Way, Suite 110 Novato, CA 94945 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (415) 893-8000 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION On November 8, 2005, Sonic Solutions issued a press release announcing the results of its second quarter ended September 30, 2005. A copy of the press release, dated November 8, 2005, is attached hereto as Exhibit 99.1. The information in this Current Report is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, except as shall be expressly set forth by specific reference in such a filing. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. c. Exhibits The following exhibit is furnished with this Current Report on Form 8-K: Exhibit Description 99.1 Press Release of Sonic Solutions dated November 8, 2005 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. SONIC SOLUTIONS By: /s/ David C. Habiger -------------------------------------------- Name: David C. Habiger Title: President and Chief Executive Officer (Principal Executive Officer) Date: November 8, 2005 EX-99.1 2 a5015733ex991.txt EXHIBIT 99.1 Exhibit 99.1 Sonic Solutions Reports Results for Second Quarter Ended September 30, 2005 NOVATO, Calif.--(BUSINESS WIRE)--Nov. 8, 2005--Sonic Solutions (NASDAQ: SNIC) announced today the financial results for its second quarter ended September 30, 2005. Net revenue for the quarter was $31,948,000 compared to $17,437,000 for the same period in the prior fiscal year. Net income for the quarter was $3,102,000 or $0.11 per diluted share compared to net income of $3,575,000 or $0.14 per diluted share for the same period in the prior fiscal year. Net revenue for the six month period ended September 30, 2005 was $67,467,000 compared to $35,346,000 for the same period in the prior fiscal year. Net income for this six month period was $7,115,000 or $0.26 per diluted share compared to net income of $7,562,000 or $0.29 per diluted share for the same period in the prior fiscal year. Sonic will hold its second quarter ended September 30, 2005 earnings conference call on Tuesday, November 8, 2005 at 1:30 p.m. (PT)/4:30 p.m. (ET). Investors are invited to listen to Sonic's quarterly conference call on the investor section of the Sonic Web site at www.sonic.com. A replay of the call will also be available via Webcast at www.sonic.com. Sonic Solutions Condensed Consolidated Statements of Operations (in thousands, except per share amounts -- unaudited) Three Months Ended Six Months Ended September 30, September, 30, 2005 2004 2005 2004 ------- ------- ------- ------- Net Revenue $31,948 $17,437 $67,467 $35,346 Cost of Revenue 6,845 1,639 16,093 3,500 ------- ------- ------- ------- Gross Profit 25,103 15,798 51,374 31,846 ------- ------- ------- ------- Operating expenses Marketing and sales 7,354 3,686 15,877 7,598 Research and development 11,128 7,107 21,518 13,655 General and administrative 3,354 1,387 8,264 2,587 Business integration 41 0 336 0 ------- ------- ------- ------- Total operating expenses 21,877 12,180 45,995 23,840 ------- ------- ------- ------- Operating income 3,226 3,618 5,379 8,006 Other income (expense), net (234) 171 (347) 231 ------- ------- ------- ------- Income before income taxes 2,992 3,789 5,032 8,237 Provision (benefit) for income taxes (110) 214 (2,083) 675 ------- ------- ------- ------- Net income $ 3,102 $ 3,575 7,115 7,562 ======= ======= ======= ======= Net income per share Basic $ 0.13 $ 0.15 $ 0.29 $ 0.33 ======= ======= ======= ======= Diluted $ 0.11 $ 0.14 $ 0.26 $ 0.29 ======= ======= ======= ======= Shares used in computing net income per share Basic 24,586 23,422 24,468 22,733 ======= ======= ======= ======= Diluted 27,975 26,400 27,738 25,931 ======= ======= ======= ======= Sonic Solutions Condensed Consolidated Balance Sheets (in thousands, except share amounts) 2005 -------------------------- ASSETS March 31,(a) September 30, ------ ------------ ------------- (unaudited) Current Assets: Cash and cash equivalents $ 35,436 $ 18,741 Short term investments 0 26,100 Accounts receivable, net of allowance for returns and doubtful accounts of $10,068 and $7,648 at March 31, 2005 and September 30, 2005, respectively 12,839 16,978 Inventory 755 546 Unbilled receivables 121 0 Prepaid expenses and other current assets 2,153 3,044 -------- -------- Total current assets 51,304 65,409 Fixed assets, net 6,756 6,187 Purchased and internally developed software costs, net 1,595 1,405 Goodwill 54,664 53,481 Acquired intangibles, net 49,046 46,413 Other assets 2,583 4,798 -------- -------- Total assets $165,948 $177,693 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY ------------------------------------ Current Liabilities: Accounts payable $ 9,087 $ 6,891 Accrued liabilities 19,164 23,405 Deferred revenue 5,176 7,143 Obligations under capital leases, current portion 84 62 -------- -------- Total current liabilities 33,511 37,501 Bank note payable 30,000 30,000 Other long term liabilities, net of current portion 2,217 1,018 Deferred revenue, net of current portion 756 607 Obligations under capital leases, net of current portion 41 11 -------- -------- Total liabilities 66,525 69,137 -------- -------- Shareholders' Equity: Convertible preferred stock, no par value, 10,000,000 shares authorized; 0 shares issued and outstanding at March 31, 2005, and September 30, 2005, respectively --- --- Common stock, no par value, 100,000,000 shares authorized; 24,308,730 and 24,799,399 shares issued and outstanding at March 31, 2005 and September 30, 2005, respectively 106,410 109,021 Accumulated other comprehensive loss (274) (867) Accumulated earnings (deficit) (6,713) 402 -------- -------- Total shareholders' equity 99,423 108,556 -------- -------- Total liabilities and shareholders' equity $165,948 $177,693 ======== ======== (a) The consolidated balance sheet at March 31, 2005 has been derived from the Company's audited consolidated financial statements on Form 10-K at that date, but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. About Sonic Solutions Sonic Solutions (NASDAQ: SNIC)(http://www.sonic.com) is the leader in digital media software, providing a broad range of interoperable, platform independent software tools and applications for creative professionals, business and home users, and technology partners. Sonic's products range from advanced DVD authoring systems and interactive content delivery technologies used to produce the majority of Hollywood DVD film releases, to the award-winning Roxio- and Sonic-branded CD and DVD creation, playback and backup solutions that have become the premiere choice for consumers, prosumers and business users worldwide. Sonic products are globally available from major retailers, online at Sonic.com and Roxio.com, and are bundled with personal computers ("PCs"), after-market drives and consumer electronic devices. Sonic's digital media creation engine is the de facto standard and has been licensed by major software and hardware manufacturers, including Adobe, Microsoft, Scientific-Atlanta, Sony, and many others. Sonic Solutions is headquartered in Marin County, California. Sonic, the Sonic logo, Sonic Solutions, and Roxio are trademarks or registered trademarks of Sonic Solutions in the United States and/or other countries. All other company or product names are trademarks of their respective owners and, in some cases, are used by Sonic under license. Forward-Looking Statements This press release and Sonic's second quarter ended September 30, 2005 earnings conference call contain forward-looking statements that are based upon current expectations. Such forward-looking statements include revenue and earnings per share guidance for the fiscal quarters ending December 31, 2005, March 31, 2006, the fiscal year ending March 31, 2006 and the fiscal year ending March 31, 2007; the gross margin, operating margin, effective tax rate and cost of compliance with the Sarbanes-Oxley Act of 2002, as amended ("SOX"), assumed for the guidance; the continuing effects of the increase in operating expenses and headcount in connection with the Roxio acquisition; and favorable expectations about Sonic's consumer electronics strategy and ability to take advantage of the convergence of the PC and consumer electronics industries. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Important factors that could cause such differences include, but are not limited to, Sonic's ability to successfully integrate Roxio's Consumer Software Division and former employees into Sonic's business and realize the anticipated synergies and cost savings from the acquisition; general customer and market reaction to the Roxio acquisition; the timely introduction and acceptance of new products, including but not limited to Sonic's high definition series products; the costs associated with new product introductions and the possible adverse effect on gross margin; the transition of products to new hardware configurations and platforms; unforeseen increases in operating expenses as a result of the Roxio acquisition, new product introductions, cost of SOX compliance or business expansion; loss of significant customers due to the Roxio acquisition and other market conditions; risks related to acquisitions and international operations; and other factors, including those discussed in Sonic's annual and quarterly reports on file with the Securities and Exchange Commission. This press release should be read in conjunction with Sonic's most recent quarterly report on Form 10-Q and Sonic's other reports on file with the Securities and Exchange Commission, which contain a more detailed discussion of Sonic's business including risks and uncertainties that may affect future results. Sonic does not undertake to update any forward-looking statements. CONTACT: Sonic Solutions A. Clay Leighton, 415-893-8000 Chief Financial Officer clay_leighton@sonic.com Fax: 415-893-8008 or Market Street Partners Carolyn Bass, 415-445-3232 Susan Coss, 415-445-3237 investinsonic@sonic.com -----END PRIVACY-ENHANCED MESSAGE-----