-----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, FVpAPFap8L9Fx8pbhnk97vvVrGRE8nWRd04WOxu+C0s++ZJcLjankvnRxkZWP5rB 8n46nY1q/BaVF5Dp+I+O6Q== /in/edgar/work/20000811/0000948640-00-000007/0000948640-00-000007.txt : 20000921 0000948640-00-000007.hdr.sgml : 20000921 ACCESSION NUMBER: 0000948640-00-000007 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000630 FILED AS OF DATE: 20000811 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EUPHONIX INC \CA\ CENTRAL INDEX KEY: 0000948640 STANDARD INDUSTRIAL CLASSIFICATION: [3651 ] IRS NUMBER: 770189481 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-26516 FILM NUMBER: 694835 BUSINESS ADDRESS: STREET 1: 220 PORTAGE AVE CITY: PALO ALTO STATE: CA ZIP: 94306 BUSINESS PHONE: 6508461138 MAIL ADDRESS: STREET 1: 220 PORTAGE AVENUE CITY: PALO ALTO STATE: CA ZIP: 94306 10-Q 1 0001.txt FORM 10-Q ================================================================== UNITED STATES 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 JUNE 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 Number 0-26516 EUPHONIX, INC. (Exact name of registrant as specified in its charter) California 77-0189481 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 220 Portage Avenue, Palo Alto, CA 94306 (Address of principal executives, zip code) (650) 855-0400 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant has filed (1) 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 ------------ ----------- The number of shares outstanding of the registrant's common stock as of June 30, 2000 was 12,154,000 ($0.001 par value). EUPHONIX, INC. FORM 10-Q TABLE OF CONTENTS Page PART I. FINANCIAL INFORMATION ITEM 1. Consolidated Financial Statements: Consolidated Balance Sheets as of June 30, 2000 and December 31, 1999..............................3 Consolidated Statements of Operations for the three and six months ended June 30, 2000 and 1999................4 Consolidated Statements of Cash Flows for the six months ended June 30, 2000 and 1999..................5 Notes to Consolidated Financial Statements........................6 ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations...............................9 PART II. OTHER INFORMATION ITEM 4. Submission of Matters to a Vote of Security Holders..............16 ITEM 6. Exhibits and Reports on Form 8-K.................................16 Signatures................................................................17 2 PART I. FINANCIAL INFORMATION Item 1. CONSOLIDATED FINANCIAL STATEMENTS
EUPHONIX, INC. CONSOLIDATED BALANCE SHEETS (in thousands, except share data) (unaudited) June 30, December 31, 2000 1999 ---- ---- ASSETS CURRENT ASSETS: Cash and cash equivalents............................$ 1,558 $ 838 Accounts receivable, (net of allowance for doubtful accounts of $141 in 2000 and $112 in 1999)........... 1,504 2,354 Inventories........................................... 6,583 6,964 Prepaid expenses and other current assets............. 235 174 ---------- ---------- Total current assets................................... 9,880 10,330 Property and equipment, net............................ 1,198 1,881 Deposits and other assets.............................. 729 89 ---------- ---------- Total assets..........................................$ 11,807 $ 12,300 ========== ========== LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable......................................$ 1,088 $ 2,007 Accrued liabilities................................... 821 1,090 Customer deposits..................................... 524 240 ---------- ---------- Total current liabilities.............................. 2,433 3,337 Convertible notes payable.............................. 4,612 2,166 ---------- ---------- Total liabilities..................................... 7,045 5,503 ---------- ---------- Contingencies (Note 3) SHAREHOLDERS' EQUITY: Preferred stock, $0.001 par value: 2,000,000 authorized shares, none issued and outstanding.................. ---- ---- Common stock, $0.001 par value: 20,000,000 authorized shares, 12,154,000 and 11,591,000 shares issued and outstanding in 2000 and 1999, respectively........... 12 12 Additional paid-in capital............................. 24,001 21,402 Accumulated other comprehensive income................. 40 42 Accumulated deficit.................................... (19,291) (14,659) ---------- ---------- Total shareholders' equity............................. 4,672 6,797 ---------- ---------- Total liabilities and shareholders' equity............$ 11,807 $ 12,300 ========== ==========
The accompanying notes are an integral part of these consolidated financial statements. 3
EUPHONIX, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share amounts) (unaudited) Three Months Ended Six Months Ended June 30, June 30, 2000 1999 2000 1999 ---- ---- ---- ---- Net revenues...........................$ 4,241 $ 2,861 $ 7,076 $ 5,021 Cost of revenues....................... 2,753 1,828 4,828 3,590 ----- ----- ----- ----- Gross margin........................... 1,488 1,033 2,248 1,431 ----- ----- ----- ----- Operating expenses: Research and development............. 847 1,143 1,757 2,368 Sales and marketing.................. 1,414 1,437 2,706 2,666 General and administrative........... 566 121 925 661 ----- ----- ----- ----- Total operating expenses............... 2,827 2,701 5,388 5,695 ----- ----- ----- ----- Operating loss......................... (1,339) (1,668) (3,140) (4,264) Interest and other income.............. 40 ---- 41 10 Interest expense and other charges..... (101) (27) (1,499) (24) ------ ----- ----- ----- Loss before equity in net loss of investee(1,400) (1,695) (4,598) (4,278) Equity in net loss of investee......... (34) ---- (34) ---- ------ ----- ----- ----- Net loss...............................$ (1,434) $(1,695) $ (4,632) $(4,278) ======= ======= ======= ======= Basic and diluted net loss per share...$ (0.12) $ (0.21) $ (0.39) $ (0.55) ======= ======= ======= ======= Shares used in computing basic and diluted net loss per share. 12,021,111 7,956,508 11,869,837 7,772,786 ========== ========= ========== =========
The accompanying notes are an integral part of these consolidated financial statements. 4
EUPHONIX, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (unaudited) Six Months Ended June 30, 2000 1999 ---- ---- Cash flows from operating activities: - ------------------------------------ Net loss.................................................. $ (4,632) $ (4,278) --------- --------- Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization........................... 317 286 Write-off of property and equipment..................... 30 --- Allowance for doubtful accounts......................... 29 (99) Beneficial conversion feature on convertible notes payable 1,279 --- Deferred compensation amortization...................... 58 45 Transfer of demonstration equipment to inventory........ 253 --- Transfer of property and equipment to investee.......... 152 --- Changes in assets and liabilities: Accounts receivable................................... 821 180 Inventory............................................. 381 (715) Prepaid expenses and other assets..................... (343) (170) Accounts payable...................................... (919) 205 Accrued liabilities................................... (124) (343) Customer deposits..................................... 284 483 --------- -------- Total adjustments......................................... 2,218 (128) --------- -------- Net cash used in operating activities..................... (2,414) (4,406) --------- ------- Cash flows from investing activities: - ------------------------------------ Proceeds from sales of available-for-sale securities...... --- 601 Purchase of property and equipment........................ (68) (584) ---------- ------- Net cash (used in) provided by investing activities....... (68) 17 ---------- ------- Cash flows from financing activities: - ------------------------------------ Proceeds from issuance of convertible notes............... 2,300 2,000 Proceeds from sale of common stock........................ 800 1,304 Proceeds from exercise of stock options................... 102 --- ----------- ------- Net cash provided by financing............................ 3,202 3,304 ----------- ------- Net increase (decrease) in cash and cash equivalents..... 720 (1,085) Cash and cash equivalents at beginning of period.......... 838 1,637 ----------- ------- Cash and cash equivalents at end of period................ $ 1,558 $ 552 =========== ========
The accompanying notes are an integral part of these consolidated financial statements. 5 EUPHONIX, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) 1. The Company and Summary of Significant Accounting Policies The Company Euphonix, Inc. (the "Company") was incorporated on July 6, 1988 in the state of California. Euphonix develops, manufactures and supports networked digital audio systems for music, film and TV post production, broadcast, sound reinforcement and multimedia applications. Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the six-month period ended June 30, 2000 are not necessarily indicative of the results that may be expected for the entire year ending December 31, 2000. For further information, refer to the audited financial statements and footnotes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 1999. Recently Issued Accounting Pronouncements In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities" ("SFAS 133"), which is required to be adopted in years beginning after June 15, 2000. The adoption of SFAS 133 is not expected to materially impact the Company's results of operations, financial position or cash flows. In December 1999, the SEC staff issued Staff Accounting Bulletin ("SAB") No. 101, "Revenue Recognition." The SEC staff addresses several issues in SAB No. 101, including the timing for recognizing revenue derived from selling arrangements that involve contractual customer acceptance provisions and installation of the product occurs after shipment and transfer of title. The Company's existing revenue recognition policy is to recognize revenue at the time the customer takes title to the product, generally at the time of shipment, because the Company has routinely met its installation obligations and obtained customer acceptance. Applying the requirements of SAB No. 101 to the present selling arrangements used by the Company for the sale of equipment may re- quire a change in the Company's accounting policy for revenue recognition and the deferral of the recognition of revenue from such equipment sales until installation is complete and accepted by the customer. The effect of such a change, if any, must be recognized as a cumulative effect of a change in accounting no later than the Company's fourth quarter of its fiscal year ending on December 31, 2000. The Company is currently evaluating the impact. 6 EUPHONIX, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - -(Continued) (unaudited) In March 2000, the Financial Accounting Standards Board issued Interpre- tation No. 44 ("FIN 44") "Accounting for Certain Transactions Involving Stock Compensation, an Interpretation of APB Opinion No. 25." FIN 44 clarifies the application of Opinion No. 25 for (a) the definition of employee for purposes of applying Opinion No. 25, (b) the criteria for determining whether a plan quali- fies as a noncompensatory plan, (c) the accounting consequences of various modifications to the terms of a previously fixed stock option or award, and (d) the accounting for an exchange of stock compensation awards in a business combination. FIN 44 is effective July 1, 2000, but certain conclusions cover specific events that occur after either December 15, 1998, or January 12, 2000. Management does not expect that the adoption of FIN 44 will have a material effect on the financial statements.
2. Balance Sheet Components (in thousands): (a) Inventories: June 30, December 31, -------- ----------- 2000 1999 ---- ---- Raw materials...............................$ 2,173 $ 2,878 Work-in-process............................. 2,391 1,494 Finished goods.............................. 2,019 2,592 ---------- ----------- $ 6,583 $ 6,964 ========== =========== (b) Accrued liabilities: June 30, December 31, -------- ----------- 2000 1999 ---- ---- Accrued compensation and related............$ 318 $ 429 Accrued warranty............................ 97 244 Accrued commissions......................... 100 83 Sales tax payable........................... 61 91 Other....................................... 245 243 ---------- ----------- $ 821 $ 1,090 ========== ===========
(c) Convertible notes payable: On February 22, 2000, the Company executed promissory notes with existing investors under which the Company borrowed $1,500,000. The notes accrue interest at 10% per annum with principal and accrued interest due at February 22, 2001. The assets of the company are pledged as collateral. The notes contain a conversion feature, to allow the holder to convert the note into common stock of the Company at a rate of $2 17/32 per share. In addition this note provides that upon conversion, if such conversion occurs, the Company will issue warrants to purchase 1,185,185 shares of common stock at prices ranging from $3 to $5. The warrants, if issued, will be exercisable at any time and from time to time in part or in full on or before February 1, 2003. At the date of issuance of the note, the quoted market price of the Company's common stock was $2.531 per share, resulting in a beneficial conversion feature in the amount of $1,279,000. 7 EUPHONIX, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - -(Continued) (unaudited) The beneficial conversion was recorded as a credit to equity and a charge to interest expense at the time the notes were issued. On April 14, 2000, the Company executed promissory notes with existing investors under which the Company borrowed $800,000. The notes accrue interest at 10% per annum with principal and accrued interest due at January 1, 2001. The assets of the company are pledged as collateral. The notes contain a conversion feature, which is subject to shareholder approval, and if approved, will allow the holder to convert the note into common stock of the Company at a rate of $3 5/8 per share. Shareholder approval had not been obtained as of June 30, 2000. 3. Contingencies From time to time, the Company may have certain contingent liabilities that arise in the ordinary course of its business activities. The Company accrues contingent liabilities when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. In the opinion of management, there are no pending claims of which the outcome is expected to result in a material adverse effect in the financial position or results of operations of the Company. 4. Joint Venture On February 18, 2000, the Company entered into a joint venture arrangement with Audio Exports George Neumann & Company Gmbh ("Audio Exports"). The joint venture was formed by the contribution by the Company of property and equipment with a net book value of $297,000 to its wholly owned subsidiary, Euphonix Europe. Concurrently, Audio Exports contributed $680,000 in cash in exchange for common stock of Euphonix Europe, representing 70% of the outstanding common stock of Euphonix Europe after the transaction. The joint venture arrangement included a Shareholder Agreement between the Company and Audio Exports and a distribution agreement between the Company and Euphonix Europe. In addition, on February 18, 2000, the President of Audio Exports purchased 240,000 shares of the Company's common stock from the Company for $300,000 in cash. The sale of the 240,000 shares was at a $360,000 discount from the quoted market price of the Company's common stock on that date. The total of the discount and the net book value of the property and equipment contributed of $657,000 was recorded as "Investment in Euphonix Europe". The Company's investment and ownership interest in Euphonix Europe represents 30% of the outstanding shares of Euphonix Europe, and was accounted for using the equity method commencing April 1, 2000, the effective date of the joint venture arrangement. The Company's equity in the net loss of investee was $34,000 for the three months ended June 30, 2000. 5. Sale of Common Stock On June 1, 2000, the Company received $500,000 from the sale to existing investors of 147,928 shares of common stock at $3.38 per share. 8 Item 2. Management's Discussion & Analysis of Financial Condition & Results of Operations. This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements represent the Company's expectations or beliefs concerning future events and include statements, among others, concerning sales of the System 5 digital console, sales to significant customers, the development of new products, the ability to gain market share in the music market segment, the ability to retain key suppliers and the availability of future capital by way of debt and equity financing. The Company's actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such a difference include, but are not limited to, those discussed in the section entitled "Factors Affecting Future Operating Results." Results of Operations Net Revenues Net revenues increased to $4.2 million in the second quarter in 2000 up from $2.9 million in the second quarter of 1999, representing an increase of 48.2%. The increase in the Company's net revenues for the second quarter of 2000 as compared to 1999, resulted primarily from the sale of System 5 digital consoles from 1 unit in the second quarter of 1999 to 6 units in the second quarter of 2000. Net revenues increased to $7.1 million in the first six months of 2000 up from $5.0 million in the first six months of 1999, representing an increase of 41.0%. The increase in the Company's net revenues in the first six months of 2000 as compared to 1999, resulted primarily from the sale of System 5 digital consoles from 1 unit in the first six months of 1999 to 10 units in the first six months of 2000. Domestic sales of the Company's products for the second quarter of both 2000 and 1999 were $2.3 million, comprising approximately 55.0% and 78.8% of the Company's net revenues for the second quarter of 2000 and 1999, respectively. Domestic sales of the Company's products for the first six months of 2000 and 1999 were $4.2 million and $3.3 million, comprising approximately 59.1% and 66.3% of the Company's net revenues for the first six months of 2000 and 1999, respectively. Export sales were $1.9 million and $607,000, comprising approximately 45.0% and 21.2% of the Company's revenues for the second quarter of 2000 and 1999, respectively. Export sales were $2.9 million and $1.7 million comprising approximately 41.0% and 33.7% of the Company's revenues for the first six months of 2000 and 1999, respectively. Export sales as a percent of net revenues increased in the second quarter and first six months of 2000 due to increased sales in Asia Pacific and Canada, as compared to the second quarter and first six months of 1999. Gross Margin The Company's gross margin decreased to 35.1% in the second quarter of 2000 down from 36.1% in the second quarter of 1999. For the first half of 2000, gross margin was $2.2 million, or 31.8% of net revenues, compared with $1.4 million, or 28.5% of net revenues, for the first half of 1999. The decrease in gross margin for the second quarter was due to a write off of inventory. The increase in gross margin in the first six months in 2000 was primarily due to increased sales of System 5, from 1 unit in 1999 to 10 units in the first half of 2000. 9 Research and Development Expenses Research and development expenses decreased to $847,000 in the second quarter of 2000, down 26.0% from $1.1 million in the second quarter of 1999. For the first six months in 2000, research and development expenses of $1.8 million decreased 25.8% from $2.4 million in 1999. The decrease in research and development expenses in the second quarter and first six months of 2000 from the corresponding periods in 1999 was primarily due to the reduction of project expenses for the new R-1 Multitrack Recorder and the new System 5 digital console, and a reduction in personnel in the last quarter of 1999, as well as in the first six months in 2000. Sales and Marketing Expenses Sales and marketing expenses were $1.4 million in the second quarter of both 2000 and 1999. As a percentage of net revenues, sales and marketing expenses decreased by 16.9% in the second quarter of 2000 as compared to the second quarter of 1999. Sales and marketing expenses were $2.7 million in the first six months of both 2000 and 1999. As a percentage of net revenues, sales and marketing expenses decreased by 14.9% in the first six months of 2000 as compared with the first six months of 1999, primarily due to increased revenues in the first six months of 2000. General and Administrative Expenses General and administrative expenses increased to $566,000 in the second quarter of 2000 from $121,000 in the second quarter of 1999, representing an increase of 367.8%. General and administrative expenses increased to $925,000 in the first six months of 2000 from $661,000 in the first six months of 1999, representing an increase of 40.0%. The increase in the second quarter and first six months of 2000 as compared with 1999 was attributable to a decrease in bad debt expense due to a reversal of bad debt expense in the second quarter of 1999 and an increase in legal and professional fees in the first six months of 2000. Interest expense and other charges Interest expense and other charges increased to $101,000 in the second quarter of 2000 from $27,000 in the second quarter of 1999, due to the interest expense on additional convertible notes payable. Interest expense and other charges increased to $1.5 million in the first six months of 2000 from $24,000 in the first six months of 1999, due to the beneficial conversion feature of $1.3 million associated with the promissory notes issued February 22, 2000. Equity in net loss in investee The Company recorded a charge of $34,000 for equity in net loss of investee, Euphonix Europe, in the second quarter of 2000. There was no such charge in the second quarter of 1999. Provision for Income Taxes For the first six months of 2000 and 1999, the Company did not recognize the tax benefit of its operating losses. Management believes that sufficient uncertainty exists with regard to the realizability of these tax assets such that a full valuation allowance is necessary. These factors include the lack of a significant history of consistent profits and the lack of carryback capacity to realize these assets. Based on this absence of objective evidence, management is unable to assert that it is more likely than not that the Company will generate sufficient taxable income to realize the Company's net deferred tax assets. 10 Liquidity and Capital Resources The Company has funded its operations to date primarily through cash flows from operations, the private sale of equity securities, the issuance of convertible notes payable and the initial public offering of Common Stock completed in September 1995. On February 18, 2000, the Company entered into a joint venture arrangement with Audio Exports George Neumann & Company Gmbh ("Audio Exports"). The joint venture was formed by the contribution by the Company of property and equipment with a net book value of $297,000 to its wholly owned subsidiary, Euphonix Europe. Concurrently, Audio Exports contributed $680,000 in cash in exchange for common stock of Euphonix Europe, representing 70% of the outstanding common stock of Euphonix Europe after the transaction. The joint venture arrangement included a Shareholder Agreement between the Company and Audio Exports and a distribution agreement between the Company and Euphonix Europe. In addition, on February 18, 2000, the President of Audio Exports purchased 240,000 shares of the Company's common stock from the Company for $300,000 in cash. The sale of the 240,000 shares was at a $360,000 discount from the quoted market price of the Company's common stock on that date. The total of the discount and the net book value of the property and equipment contributed of $657,000 was recorded as "Investment in Euphonix Europe". The Company's investment and ownership interest in Euphonix Europe represents 30% of the outstanding shares of Euphonix Europe, and was accounted for using the equity method as of April 1, 2000, the effective date of the joint venture arrangement. On February 22, 2000, the Company executed promissory notes with existing investors under which the Company borrowed $1,500,000. The notes accrue interest at 10% per annum with principal and accrued interest due at February 22, 2001. The assets of the company are pledged as collateral. The notes contain a conversion feature, to allow the holder to convert the note into common stock of the Company at a rate of $2 17/32 per share. In addition this note provides that upon conversion, if such conversion occurs, the Company will issue warrants to purchase 1,185,185 shares of common stock at prices ranging from $3 to $5. The warrants, if issued, will be exercisable at any time and from time to time in part or in full on or before February 1, 2003. At the date of issuance of the note, the quoted market price of the Company's common stock was $2.531 per share, resulting in a beneficial conversion feature in the amount of $1,279,000. The beneficial conversion was recorded as a credit to equity and a charge to interest expense at the time the notes were issued. On April 14, 2000, the Company executed promissory notes with existing investors under which the Company borrowed $800,000. The notes accrue interest at 10% per annum with principal and accrued interest due at January 1, 2001. The assets of the Company are pledged as collateral. The notes contain a conversion feature, which is subject to shareholder approval, and if approved, will allow the holder to convert the note into common stock of the Company at a rate of $3 5/8 per share. Shareholder approval had not been obtained as of June 30, 2000. On June 1, 2000, the Company received $500,000 from the sale to existing investors of 147,928 shares of common stock at $3.38 per share. 11 For the second quarter ended June 30, 2000, cash and cash equivalents increased by $720,000 to approximately $1.6 million. Also, during this period, working capital increased by $454,000 to approximately $7.4 million. The Company's operating activities used cash of approximately $2.4 million and $4.4 million for the six months ended June 30, 2000 and 1999, respectively. Cash used in operating activities for 2000 was comprised primarily of net loss and a beneficial conversion feature on notes payable, an increase in prepaid expenses and other assets, a decrease in accounts payable and other accrued liabilities, offset partially by depreciation and amortization, an increase in accounts receivable, inventory and customer deposits. Cash used in operating activities for 1999 was comprised primarily of net loss and an increase in inventories, prepaid expenses and other assets, a decrease in other accrued liabilities, offset partially by depreciation and amortization, an increase in accounts receivable, an increase in accounts payable, and customer deposits. The Company's investing activities used cash of $68,000 and provided cash of $17,000 in the first six months ended June 30, 2000 and 1999, respectively. In the first six months of 2000, $68,000 was used to purchase property and equipment. In the first six months of 1999 the Company used $584,000 to purchase property and equipment and the Company received $601,000 in proceeds from the sales of short term investments. The Company's financing activities provided cash of $3.2 million and $3.3 million in the first six months of 2000 and 1999, respectively. The Company received $2.3 million in proceeds from the issuance of convertible notes, $800,000 from the sale of common stock and $102,000 from the exercise of stock options. For the six months ended June 30, 1999, proceeds from the issuance of convertible notes provided $2.0 million and proceeds from the sale of common stock provided $1.3 million. Management intends to rely upon internally generated cashflows. However, should there be a decline in revenues, the Company would either have to cut expenses or go to outside sources of financing. There can be no assurance that outside sources of financing would be available to the Company. Factors Affecting Future Operating Results You should carefully consider the risks described below before making an investment decision. The risks and uncertainties described below are not the only ones facing us. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair the Company's business operations. If any of the following risks actually occur, the Company's business, results of operations or cash flows could be adversely affected. In these cases, the trading price of our common stock could decline, and you may lose all or part of your investment. Historically, the Company has derived virtually all of its revenues from sales of its digitally controlled audio mixing console system, which is based upon its hardware platform. The Company believes that sales of this system, along with enhancements thereof, and the R-1 recorder and new System 5 digital console will continue to constitute a significant portion of the Company's revenues. It is expected that in the foreseeable future, a greater portion of the Company's revenue will come from the new System 5 digital console. Accordingly, any factor adversely affecting the Company's base system, whether technical, competitive or otherwise, could have a material adverse effect on the Company's business and results of operations. 12 The Company has expended and will continue to expend substantial funds to introduce its new System 5 digital console around the world. The Company's ability to fund operations through June 30, 2001 is dependent upon achievement of its operating plan. If the Company did not attain its operating plan, it would have to obtain additional financing or cut expenses. The Company believes that additional debt or equity financing will be available from existing investors and others. However, there can be no assurance as to the terms and conditions of any such financing and no certainty that funds would be available when needed. The inability to obtain additional financing, if needed, would be likely to have a material adverse effect on the Company. To the extent that any future financing involves the sale of the Company's equity securities, the Company's then existing shareholders could be substantially diluted. A limited number of the Company's system sales typically account for a substantial percentage of the Company's quarterly revenue because of the relatively high average sales price of such systems. Moreover, the Company's expense levels are based in part on its expectations of future revenue. Therefore, if revenue is below expectations, the Company's operating results are likely to be adversely affected. In addition, the timing of revenue is influenced by a number of other factors, including the timing of individual orders and shipments, industry trade shows, seasonal customer buying patterns, changes in product development and sales and marketing expenditures, custom financing arrangements, production limitations and international sales activity. Because the Company's operating expenses are based on anticipated revenue levels and a high percentage of the Company's expenses are relatively fixed in the short term, variations in the timing of recognition of revenue could cause significant fluctuations in operating results from quarter to quarter and may result in unanticipated quarterly earnings shortfalls or losses. The markets for the Company's system are characterized by changing technologies and new product introductions. The Company's future success will depend in part upon its continued ability to enhance its base system with features including new software and hardware add-ons and to develop or acquire and introduce new products and features which meet new market demands and changing customer requirements on a timely basis. The Company is currently designing and developing new products, primarily in the areas of recording, editing and mixing functions of sound production as well as digital audio processing and networking systems. In addition, there can be no assurance that products or technologies developed by others will not render the Company's products or technologies non-competitive or obsolete. Historically, the Company's primary market success has been in the music segment of the professional audio market. In order for the Company to grow, the Company believes that it must continue to gain market share in the music market segment, as well as in its other targeted markets. There can be no assurance that the Company will be able to compete favorably in all market segments. The Company's inability to compete favorably could have a material adverse effect on its business and results of operations. The markets for the Company's products are intensely competitive and characterized by significant price competition. The Company believes that its ability to compete depends on elements both within and outside its control, including the success and timing of new product development and introduction by the Company and its competitors, product performance and price, distribution, availability of lease or other financing alternatives, resale of used systems and customer support. 13 Currently, the Company uses many sole or limited source suppliers, certain of which are critical to the integrated circuits included in the Company's base system. Major delays or terminations in supplies of such components could have a significant adverse effect on the Company's timely shipment of its products, which in turn would adversely affect the Company's business and results of operations. The Company also relies on single vendors to manufacture major subassemblies for its products. Any extended interruption in the future supply or increase in the cost of subassemblies manufactured by its primary or other third party vendors could have a material adverse effect on the Company's business and results of operations. In addition, as different electrical, radiation or other standards applicable to the Company's products are adopted in countries, including the United States, or groups of countries in which the Company sells its products, the failure of the Company to modify its products, if necessary, to comply with such standards would likely have an adverse effect on the Company's business and results of operations. The Company generally relies on a combination of trade secret, copyright law and trademark law, contracts and technical measures to establish and protect its proprietary rights in its products and technologies. However, the Company believes that such measures provide only limited protection of its proprietary information, and there is no assurance that such measures will be adequate to prevent misappropriation. In addition, significant and protracted litigation may be necessary to protect the Company's intellectual property rights, to determine the scope of the proprietary rights of others or to defend against claims of infringement. There can be no assurance that third-party claims alleging infringement will not be asserted against the Company in the future. Any such claims could have a material adverse effect on the Company's business and results of operations. The Company's success depends, in part, on its ability to retain key management and in addition, the Company's ability to manage any growth will require it to continue to improve and expand its management, operational and financial systems and controls. If the Company's management is unable to manage growth effectively, its business and results of operations will be adversely affected. In December 1999, the SEC staff issued Staff Accounting Bulletin ("SAB") No. 101, "Revenue Recognition." The SEC staff addresses several issues in SAB No. 101, including the timing for recognizing revenue derived from selling arrangements that involve contractual customer acceptance provisions and installation of the product occurs after shipment and transfer of title. The Company's existing revenue recognition policy is to recognize revenue at the time the customer takes title to the product, generally at the time of shipment, because the Company has routinely met its installation obligations and obtained customer acceptance. Applying the requirements of SAB No. 101 to the present selling arrangements used by the Company for the sale of equipment may require a change in the Company's accounting policy for revenue recognition and the deferral of the recognition of revenue from such equipment sales until installation is complete and accepted by the customer. The effect of such a change, if any, must be recognized as a cumulative effect of a change in accounting no later than the Company's fourth quarter of its fiscal year ending on December 31, 2000. The Company is currently evaluating the impact. 14 As a result of these and other factors, the Company has experienced significant quarterly fluctuations in operating results and anticipates that these fluctuations will continue in future periods. There can be no assurance that the Company will be successful in maintaining or improving its profitability or avoiding losses in any future period. Further, it is likely that in some future period the Company's net revenues or operating results will be below the expectations of public market securities analysts and investors. In such event, the price of the Company's Common Stock would likely be materially adversely affected. 15 PART II. OTHER INFORMATION Item 4: Submission of Matters to a Vote of Security Holders: --------------------------------------------------- The Company's Annual Meeting of Shareholders was held on June 26, 2000. The results of the voting were as follows:
Proposal 1: Election of the Board of Directors of the Company. Nominee Votes For Votes Withheld James Dobbie 8,812,825 24,920 Stephen D. Jackson 8,815,375 22,370 Dieter W. Meier 8,815,175 22,570 Proposal 2: Approval of the Company's 1999 Stock Plan. Votes For: 6,610,361 Votes Against: 106,980 Votes Abstaining: 7,050 Broker Non-Vote: 5,151,541 Proposal 3: Approval of Conversions of the Secured Promissory Note. Votes For: 6,639,483 Votes Against: 81,008 Votes Abstaining: 3,900 Broker Non-Vote: 5,151,541 Proposal 4: Ratification of PricewaterhouseCoopers LLP as the Company's independent auditors for the fiscal year ending December 31, 2000. Votes For: 8,824,675 Votes Against: 10,370 Votes Abstaining: 2,700 Broker Non-Vote: 3,038,187
Item 6: Exhibits and Reports on Form 8-K/A (a) Exhibits. Exhibit 27 - Financial Data Schedule (page 18) The exhibit listed on the accompanying index immediately following the signature page is filed as part of this report. (b) Reports on Form 8-K None. 16 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Euphonix, Inc. Date: August 10, 2000 By: /s/ JAMES DOBBIE ------------------ ---------------- James Dobbie, Chief Executive Officer 17 EX-27 2 0002.txt FINANCIAL DATA SCHEDULE
5 1,000 6-MOS DEC-31-2000 JUN-30-2000 1,558 0 1,504 0 6,583 9,880 1,198 0 11,807 2,433 0 0 0 12 4,750 11,807 7,076 7,076 4,828 5,388 1,458 0 1,458 (4,632) 0 (4,632) 0 0 0 (4,632) (0.39) (0.39)
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