Item
1. Financial Statements
HAUPPAUGE DIGITAL INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
|
|
June 30,
2013
(unaudited)
|
|
|
September 30,
2012
|
|
Assets:
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
2,254,689
|
|
|
$
|
5,095,853
|
|
Trade receivables, net of various allowances
|
|
|
1,815,014
|
|
|
|
2,618,081
|
|
Other non trade receivables
|
|
|
2,455,113
|
|
|
|
1,995,654
|
|
Inventories
|
|
|
12,055,389
|
|
|
|
9,497,856
|
|
Deferred tax asset-current
|
|
|
492,673
|
|
|
|
977,488
|
|
Prepaid expenses and other current assets
|
|
|
1,250,176
|
|
|
|
1,088,085
|
|
Total current assets
|
|
|
20,323,054
|
|
|
|
21,273,017
|
|
|
|
|
|
|
|
|
|
|
Intangible assets, net
|
|
|
1,865,467
|
|
|
|
2,431,594
|
|
Property, plant and equipment, net
|
|
|
177,262
|
|
|
|
235,978
|
|
Security deposits and other non-current assets
|
|
|
115,589
|
|
|
|
109,218
|
|
Deferred tax asset-non current
|
|
|
580,958
|
|
|
|
622,272
|
|
Total assets
|
|
$
|
23,062,330
|
|
|
$
|
24,672,079
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders’ Equity:
|
|
|
|
|
|
|
|
|
Current Liabilities:
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
6,661,809
|
|
|
$
|
5,865,085
|
|
Accrued expenses fees
|
|
|
12,549,844
|
|
|
|
12,943,022
|
|
Accrued expenses
|
|
|
2,771,337
|
|
|
|
3,668,491
|
|
Income taxes payable
|
|
|
213,107
|
|
|
|
230,123
|
|
Total current liabilities
|
|
|
22,196,097
|
|
|
|
22,706,721
|
|
|
|
|
|
|
|
|
|
|
Stockholders' Equity:
|
|
|
|
|
|
|
|
|
Common stock, $.01 par value; 25,000,000 shares authorized, 10,882,823 issued
|
|
|
108,828
|
|
|
|
108,828
|
|
Additional paid-in capital
|
|
|
18,399,765
|
|
|
|
18,316,085
|
|
Retained deficit
|
|
|
(10,487,112
|
)
|
|
|
(9,443,408
|
)
|
Accumulated other comprehensive loss
|
|
|
(4,749,700
|
)
|
|
|
(4,610,599
|
)
|
Treasury Stock, at cost, 760,479 shares
|
|
|
(2,405,548
|
)
|
|
|
(2,405,548
|
)
|
Total stockholders' equity
|
|
|
866,233
|
|
|
|
1,965,358
|
|
Total liabilities and stockholders' equity
|
|
$
|
23,062,330
|
|
|
$
|
24,672,079
|
|
See accompanying notes to consolidated
financial statements
HAUPPAUGE DIGITAL INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
|
|
Three months ended June 30,
|
|
|
|
2013
|
|
|
2012
|
|
|
|
|
|
|
|
|
Net sales
|
|
$
|
5,587,632
|
|
|
$
|
9,215,703
|
|
Cost of sales
|
|
|
4,100,992
|
|
|
|
6,563,941
|
|
Gross profit
|
|
|
1,486,640
|
|
|
|
2,651,762
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses
|
|
|
2,650,602
|
|
|
|
2,935,797
|
|
Research and development expenses
|
|
|
824,637
|
|
|
|
821,414
|
|
Loss from operations
|
|
|
(1,988,599
|
)
|
|
|
(1,105,449
|
)
|
|
|
|
|
|
|
|
|
|
Other income :
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
651
|
|
|
|
967
|
|
Foreign currency gain
|
|
|
31,954
|
|
|
|
(3,659
|
)
|
Total other income
|
|
|
32,605
|
|
|
|
(2,692
|
)
|
Loss before tax provision
|
|
|
(1,955,994
|
)
|
|
|
(1,108,141
|
)
|
Current tax expense
|
|
|
1,591
|
|
|
|
35,469
|
|
Deferred tax benefit
|
|
|
(157,187
|
)
|
|
|
(116,627
|
)
|
Net loss
|
|
$
|
(1,800,398
|
)
|
|
$
|
(1,026,983
|
)
|
|
|
|
|
|
|
|
|
|
Net loss per share:
|
|
|
|
|
|
|
|
|
Basic and diluted
|
|
$
|
(0.18
|
)
|
|
$
|
(0.10
|
)
|
See accompanying notes to consolidated
financial statements
HAUPPAUGE DIGITAL INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
|
|
Nine months ended June 30,
|
|
|
|
2013
|
|
|
2012
|
|
|
|
|
|
|
|
|
Net sales
|
|
$
|
27,953,945
|
|
|
$
|
35,963,918
|
|
Cost of sales
|
|
|
17,530,937
|
|
|
|
24,703,077
|
|
Gross profit
|
|
|
10,423,008
|
|
|
|
11,260,841
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses
|
|
|
8,544,069
|
|
|
|
9,225,702
|
|
Research and development expenses
|
|
|
2,321,475
|
|
|
|
2,440,008
|
|
Loss from operations
|
|
|
(442,536
|
)
|
|
|
(404,869
|
)
|
|
|
|
|
|
|
|
|
|
Other income :
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
2,619
|
|
|
|
3,802
|
|
Foreign currency gain
|
|
|
25,366
|
|
|
|
12,911
|
|
Total other income
|
|
|
27,985
|
|
|
|
16,713
|
|
Loss before tax provision
|
|
|
(414,551
|
)
|
|
|
(388,156
|
)
|
Current tax expense
|
|
|
103,024
|
|
|
|
107,864
|
|
Deferred tax expense
|
|
|
526,129
|
|
|
|
434,211
|
|
Net loss
|
|
$
|
(1,043,704
|
)
|
|
$
|
(930,231
|
)
|
|
|
|
|
|
|
|
|
|
Net loss per share:
|
|
|
|
|
|
|
|
|
Basic and diluted
|
|
$
|
(0.10
|
)
|
|
$
|
(0.09
|
)
|
See accompanying notes to consolidated
financial statements
HAUPPAUGE DIGITAL INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE
LOSS
(UNAUDITED)
|
|
Three months ended June 30,
|
|
|
|
2013
|
|
|
2012
|
|
Net loss
|
|
$
|
(1,800,398
|
)
|
|
$
|
(1,026,983
|
)
|
Foreign currency translation loss
|
|
|
(65,530
|
)
|
|
|
(103,310
|
)
|
Other comprehensive loss
|
|
$
|
(1,865,928
|
)
|
|
$
|
(1,130,293
|
)
|
|
|
Nine months ended June 30,
|
|
|
|
2013
|
|
|
2012
|
|
Net loss
|
|
$
|
(1,043,704
|
)
|
|
$
|
(930,231
|
)
|
Foreign currency translation loss
|
|
|
(139,101
|
)
|
|
|
(137,269
|
)
|
Other comprehensive loss
|
|
$
|
(1,182,805
|
)
|
|
$
|
(1,067,500
|
)
|
See accompanying notes to consolidated
financial statements
HAUPPAUGE DIGITAL INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
|
|
Nine months ended June 30,
|
|
|
|
2013
|
|
|
2012
|
|
Net loss
|
|
$
|
(1,043,704
|
)
|
|
$
|
(930,231
|
)
|
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
88,718
|
|
|
|
133,515
|
|
Amortization of intangible assets
|
|
|
566,127
|
|
|
|
566,127
|
|
Stock compensation expense
|
|
|
83,677
|
|
|
|
94,931
|
|
Deferred tax expense
|
|
|
526,129
|
|
|
|
434,211
|
|
Sales reserve, net
|
|
|
(400,191
|
)
|
|
|
75,029
|
|
Bad debt reserve
|
|
|
0
|
|
|
|
40,000
|
|
Inventory reserve
|
|
|
200,000
|
|
|
|
340,000
|
|
Other items
|
|
|
14,478
|
|
|
|
24,755
|
|
Changes in current assets and liabilities
|
|
|
|
|
|
|
|
|
Accounts receivable and other non trade receivables
|
|
|
1,677,800
|
|
|
|
1,715,178
|
|
Inventories
|
|
|
(3,618,079
|
)
|
|
|
(1,134,235
|
)
|
Prepaid expenses and other current assets
|
|
|
(154,464
|
)
|
|
|
(163,884
|
)
|
Accounts payable
|
|
|
600,897
|
|
|
|
(2,823,561
|
)
|
Accrued expenses and other current liabilities
|
|
|
(1,361,003
|
)
|
|
|
1,808,119
|
|
Total adjustments
|
|
|
(1,775,911
|
)
|
|
|
1,110,185
|
|
Net cash provided by (used in) operating activities
|
|
|
(2,819,615
|
)
|
|
|
179,954
|
|
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
|
|
Purchases of property, plant and equipment
|
|
|
(30,002
|
)
|
|
|
(39,430
|
)
|
Net cash used in investing activities
|
|
|
(30,002
|
)
|
|
|
(39,430
|
)
|
Effect of exchange rates on cash
|
|
|
8,453
|
|
|
|
(71,951
|
)
|
Net increase (decrease) in cash and cash equivalents
|
|
|
(2,841,164
|
)
|
|
|
68,573
|
|
Cash and cash equivalents, beginning of period
|
|
|
5,095,853
|
|
|
|
4,080,537
|
|
Cash and cash equivalents, end of period
|
|
$
|
2,254,689
|
|
|
$
|
4,149,110
|
|
Supplemental disclosures:
|
|
|
|
|
|
|
|
|
Income taxes paid
|
|
$
|
92,383
|
|
|
$
|
117,303
|
|
see
accompanying notes to consolidated financial statements
HAUPPAUGE
DIGITAL INC. AND SUBSIDIARIES
Notes To
Consolidated Financial Statements
(Unaudited)
Note 1. Basis of Presentation
The accompanying unaudited consolidated financial
statements for Hauppauge Digital Inc. and subsidiaries (collectively, the “Company”) included herein have been prepared
in accordance with generally accepted accounting principles for interim period reporting in conjunction with the instructions to
Form 10-Q. Accordingly, these statements do not include all of the information required by generally accepted accounting principles
for annual financial statements. In the opinion of management, all known adjustments (consisting of normal recurring accruals and
reserves) necessary to present fairly the Company’s consolidated financial position, results of operations and cash flows
as of and for the interim periods have been included. It is suggested that these interim statements be read in conjunction with
the financial statements and related notes included in the Company's September 30, 2012 Form 10-K.
The operating results for the three months
and nine months ended June 30, 2013 are not necessarily indicative of the results to be expected for the fiscal year ending September
30, 2013.
The Company’s cash requirements for
the next twelve months will include, among other things, the cash to fund its operating and working capital needs. The Company
relies exclusively upon cash generated from its operations to fund these needs. The Company does not have a working capital line
of credit or other borrowing facility in place to draw upon in the event that cash from its operations are insufficient to fund
its capital requirements to sustain its operations. Based on the Company’s current scale of operating expenses and the Company’s
new product development schedule, the Company has evaluated that its cash and cash equivalents as of June 30, 2013 and its internally
generated cash may not provide sufficient liquidity to meet its capital needs for the next twelve months, and that additional
sources of cash may be required to meet its capital needs.
The Company has incurred operating losses for the last five
fiscal years and in the nine month period ended June 30, 2013. Those losses are primarily attributable to a continuing decline
in sales. In the quarter ended June 30, 2013, the Company experienced an unprecedented and precipitous 46% drop in sales from
the quarter ended March 31, 2013. The Company believes that its sales have declined for reasons which we described in Item 1A
of the Company’s Annual Report on 10-K for the fiscal year ended September 30, 2012, including, among other things:
|
·
|
Reliance
on
a
small
number
of
its
product
lines
being
successful,
the
failure
of
any
one
of
which
could
substantially
reduce
its
sales.
|
|
·
|
The
Companny’s
potential
inability
to
develop
new
products
or
services
that
will
meet
its
customers’
needs
or
wants.
|
|
·
|
Intense
competitive
pressures
from
larger
companies
that
have
greater
resources
than
the
Company
and
from
new
market
entrants,
stemming
from
frequent
new
product
introductions,
technological
advances,
and
declining
sales
prices,
among
other
things.
|
|
·
|
The
Company’s
potential
inability
to
remain
ahead
of
the
development
of
competing
technologies,
products
and
services.
|
|
·
|
Lack
of
market
diversification.
|
|
·
|
Heavy
reliance
on
retailers,
dealers
and
PC
manufacturers
to
market,
sell
and
distribute
the
Company’s
products
|
Since the fourth quarter of fiscal 2011, the Company has been
implementing expense reduction initiatives. The Company switched from air to ocean freight to reduce shipping costs, outsourced
most of its shipping and logistics to a third party, reduced personel, relocated certain facilities to smaller offices, renogotiated
certain exisitng leases to reduce rent and closed certain sales offices. The Company believes that it may be increasingly difficult
to make further material reductions in costs and maintain a viable operating plan. Addiitonally, absent a recovery in its business,
the Company may be required to reduce its current expectations of future cash flows and pre tax operating results, which, in turn,
may result in charges for the impairment of its longed lived assets and/or increase the valuation allowance against its net deferred
tax assets. Such charges could be material.
The Company is working to develop a strategy to address its
continuing operating losses and loss of sales, and the Company has retained Corporate Fuel Advisors, an investment bank and advisory
firm, to assist the Company in considering and pursuing strategic alternatives, including possible additional financing to fund
its capital needs and the restructuring of its business.
The Company cannot assure that it will be able to develop and
implement a plan that will enable it to successfully address its business and financial challenges. Among other things:
|
·
|
If
the
Company
seeks
financing,
the
Company
may
not
be
able
to
obtain
funding
to
address
its
capital
needs
on
commercially
reasonable
terms,
or
at
all.
|
|
·
|
The
Company
may
not
be
able
to
develop
new
lines
of
products
or
services
that
will
be
positively
accepted
by
the
marketplace.
|
|
·
|
The
Company
may
not
be
able
to
successfully
compete
with
its
competitors’
product
and
service
offerings.
|
|
·
|
Customers
and
consumers
may
lose
confidence
in
the
Company
as
a
result
of
its
financial
condition
and
perfomance,
its
potential
de-listing
from
Nasdaq,
should
the
Company
lose
its
appeal
related
to
such
de-listing,
and
their
perceptions
of
the
Company’s
business
prospects
and
competitive
position,
and
they
may
cease
to
do
business
with
us
or
buy
the
Company’s
products.
|
If any strategic or restructuring plan
that the Company’s develops and implements is not successful, there is a substantial risk that that the Company might not
be able to sustain its operations at current levels, which would have a material adverse effect on its business, operating results
and financial condition.
Note 2. Trade Accounts and Other Non-Trade
Receivables
Trade receivables consist of:
|
·
|
Trade receivables from sales to customers
|
|
·
|
Allowances, consisting of sales and bad debt
|
Other non trade receivables
consist of:
|
·
|
Receivables pertaining to component parts purchased from the Company
at cost by the Company’s contract manufacturers which are excluded from sales
|
|
·
|
General services tax (GST) and value added tax (VAT) reclaimable on
goods purchased by the Company’s Asian and European locations
|
|
·
|
Other minor non-trade receivables
|
Trade receivables and other non-trade receivables
as of June 30, 2013 and September 30, 2012 consisted of:
|
|
June 30,
|
|
|
September 30,
|
|
|
|
2013
|
|
|
2012
|
|
Trade receivables
|
|
$
|
3,975,540
|
|
|
$
|
6,319,544
|
|
Allowance for doubtful accounts
|
|
|
(102,123
|
)
|
|
|
(352,123
|
)
|
Sales reserve
|
|
|
(2,058,403
|
)
|
|
|
(3,349,340
|
)
|
Net trade receivables
|
|
|
1,815,014
|
|
|
$
|
2,618,081
|
|
Receivable from contract manufacturers
|
|
|
1,857,848
|
|
|
$
|
1,649,444
|
|
GST and VAT tax receivables
|
|
|
542,876
|
|
|
|
287,446
|
|
Other
|
|
|
54,389
|
|
|
|
58,764
|
|
Total other non trade receivables
|
|
$
|
2,455,113
|
|
|
$
|
1,995,654
|
|
HAUPPAUGE
DIGITAL INC. AND SUBSIDIARIES
Notes To
Consolidated Financial Statements
(Unaudited)
Note 3. Inventories
Inventories have been valued at the lower
of average cost or market on a first in first out basis. The components of inventory consist of:
|
|
June 30,
|
|
|
September 30,
|
|
|
|
2013
|
|
|
2012
|
|
Component parts
|
|
$
|
3,782,816
|
|
|
$
|
3,412,673
|
|
Finished goods
|
|
|
6,641,421
|
|
|
|
3,563,284
|
|
Subtotal
|
|
|
10,424,237
|
|
|
$
|
6,975,957
|
|
Reserve for anticipated sales returns at cost
|
|
|
1,631,152
|
|
|
|
2,521,899
|
|
Total
|
|
$
|
12,055,389
|
|
|
$
|
9,497,856
|
|
Note 4. Net Income (Loss) Per Share
Basic net income (loss) per share includes
no dilution and is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding
for the period. Diluted net income (loss) per share reflects, in the periods in which they have a dilutive effect, the dilution
which would occur upon the exercise of stock options. A reconciliation of the shares used in calculating basic and diluted net
income per share is as follows:
|
|
Three months ended
|
|
|
Nine months ended
|
|
|
|
June 30
|
|
|
June 30,
|
|
|
|
2013
|
|
|
2012
|
|
|
2013
|
|
|
2012
|
|
Weighted average shares outstanding-basic
|
|
|
10,122,344
|
|
|
|
10,122,344
|
|
|
|
10,122,344
|
|
|
|
10,122,344
|
|
Number of shares issued on the assumed exercise of stock options
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Weighted average shares outstanding-diluted
|
|
|
10,122,344
|
|
|
|
10,122,344
|
|
|
|
10,122,344
|
|
|
|
10,122,344
|
|
Options
to purchase 1,478,125 and 1,531,567 shares of common stock, at prices from $0.74 to $7.45 and from $0.77 to $7.45, were outstanding
for the three months and nine months ended June 30, 2013 and 2012, respectively, but were not included in the computation of diluted
earnings per share because they were anti-dilutive.
Note 5. Product segment and geographic
information
The Company operates in one business segment,
which is the development, marketing and manufacturing of analog and digital video products for the personal computer market and
Apple iPad® and iPhone® market. The products are similar in function and share commonality of component parts and manufacturing
processes. The Company’s products are either sold, or can be sold, by the same retailers and distributors in the Company’s
marketing channel. The Company also sells product directly to PC manufacturers.
HAUPPAUGE
DIGITAL INC. AND SUBSIDIARIES
Notes To
Consolidated Financial Statements
(Unaudited)
The Company’s products fall under
three product categories:
|
·
|
Video recorder products, such as USB-Live2, which allows consumers to record video tapes to DVD disc or to some of the Company’s
products, such as the HD PVR and Colossus
|
|
·
|
TV receivers, which include Broadway and the Company’s WinTV and PCTV TV tuner products
|
|
·
|
Non-TV tuner products such as the ImpactVCB, MediaMVP-HD and the Company’s TV applications for the PC
and
the Apple iPad® and iPhone®
|
The Company’s TV tuner products enable, among other things,
a PC user to watch TV in a resizable window on a PC. The Company’s video recorder products allow consumers to record high
definition video from a cable TV or satellite set top box or a game console such as a Xbox 360 or Sony Playstation 3. The Company’s
other non-TV tuner products enable, among other things, the ability to watch and listen to PC based videos, music and pictures
on a TV set through a home network.
Sales by functional category are as follows:
|
|
Three months ended June 30,
|
|
|
Nine months ended June 30,
|
|
Product line sales
|
|
2013
|
|
|
2012
|
|
|
2013
|
|
|
2012
|
|
Video recorder products
|
|
$
|
2,252,347
|
|
|
$
|
4,137,859
|
|
|
$
|
15,437,377
|
|
|
$
|
19,115,575
|
|
TV tuner products
|
|
|
3,076,013
|
|
|
|
4,629,434
|
|
|
|
11,781,107
|
|
|
|
14,747,645
|
|
Other video products and software
|
|
|
259,272
|
|
|
|
448,410
|
|
|
|
735,461
|
|
|
|
2,100,698
|
|
Total sales
|
|
$
|
5,587,632
|
|
|
$
|
9,215,703
|
|
|
$
|
27,953,945
|
|
|
$
|
35,963,918
|
|
The Company sells its products through
a North American and international network of distributors and retailers. It maintains sales offices in the United States, Europe
and Asia. Sales percentages by geographic region are as follows:
|
|
Three months ended June 30,
|
|
|
Nine months ended June 30,
|
|
Geographic region
|
|
2013
|
|
|
2013
|
|
|
2013
|
|
|
2012
|
|
The Americas
|
|
|
60
|
%
|
|
|
46
|
%
|
|
|
62
|
%
|
|
|
54
|
%
|
Europe
|
|
|
32
|
%
|
|
|
50
|
%
|
|
|
33
|
%
|
|
|
42
|
%
|
Asia
|
|
|
8
|
%
|
|
|
4
|
%
|
|
|
5
|
%
|
|
|
4
|
%
|
Total
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
100
|
%
|
HAUPPAUGE DIGITAL
INC. AND SUBSIDIARIES
Notes To Consolidated
Financial Statements
(Unaudited)
Note 6. Tax provision
The Company’s tax provision for the
three and nine months ended June 30, 2013 and 2012 is as follows:
|
|
Three months ended June 30,
|
|
|
Nine months ended June 30,
|
|
|
|
2013
|
|
|
2012
|
|
|
2013
|
|
|
2012
|
|
Current federal tax expense (benefit)
|
|
$
|
(28,850
|
)
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Current state taxes
|
|
|
10,000
|
|
|
|
10,000
|
|
|
|
30,000
|
|
|
|
30,000
|
|
Current tax expense on international operations
|
|
|
20,441
|
|
|
|
25,469
|
|
|
|
73,024
|
|
|
|
77,864
|
|
Deferred tax (benefit) expense
|
|
|
(157,187
|
)
|
|
|
(116,627
|
)
|
|
|
526,129
|
|
|
|
434,211
|
|
Tax (benefit) provision
|
|
$
|
(155,596
|
)
|
|
$
|
(81,158
|
)
|
|
$
|
629,153
|
|
|
$
|
542,075
|
|
The deferred tax expense was primarily
due to the utilization of net operating losses and the utilization of deferred timing differences related to our United States
subsidiary.
Note 7. Accrued expense-fees
The Company uses various software
and technologies in certain of its products. In certain cases, the Company purchases or licenses these software and
technologies from third parties. The related purchase or license agreements provide for payment of royalty and other fees
associated with the Company's sale of the related products. Such fees are estimated and get accrued and reflected as
a component of cost of sales when those sales occur. In certain circumstances, such fees are not specifically covered
by contractual arrangements but are nonetheless potentially due to the third party sellers or owners of the software
and technologies. The Company uses all available applicable information in determining these estimates and thus the accrued
amounts are subject to change as new information is made available to the Company. Occasionally, third parties audit the Company's historical
determination of fees and adjustments are made. Accrued fees are subject to elimination after three to seven years if
not billed by or requested from the third parties.
Based on new information obtained during
fiscal 2013, including the completion of a significant third party audit, the Company reduced its accrued expenses - fees balance
by $2,214,453. This estimate change resulted in an improved gross margin during fiscal 2013. As of June 30,
2013 and September 30, 2012, the amount of accrued expense-fees amounted to $12,549,844 and $12,943,022, respectively.
Note 8. Accrued Expenses
Accrued
expenses are for costs incurred for goods and services which are based on estimates,
charged as incurred to operations as period costs and for which no invoice
has been rendered. Accrued expenses as of June 30, 2013 and September 30, 2012 were $2,771,337 and $3,668,491, respectively. Included
in accrued expenses are accruals for product costs, accruals for sales costs relating to sales rebate programs, accruals for freight
and duty expenses, accruals for compensation, accruals for warranty repair costs and accruals for advertising and marketing costs.
For the nine months ended June 30, 2013, the Company, using the most recent information available, reviewed its estimates for accruals
for which no invoice has been rendered. As a result of this review, the Company recorded a change in estimate of $400,697 as a
reduction in operating expenses related to unused severance accruals.
HAUPPAUGE
DIGITAL INC. AND SUBSIDIARIES
Notes To
Consolidated Financial Statements
(Unaudited
Note 9. Fair Value Measurements
ASC Topic 820, “Fair Value Measurements
and Disclosures”, establishes a framework for measuring fair value, and expands the related disclosure requirements. The
ASC indicates, among other things, that a fair value measurement assumes a transaction to sell an asset or transfer a liability
occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market
for the asset or liability. The Company also follows the provisions of ASC 820-10 with respect to its non-financial assets and
liabilities adopted during the first quarter of fiscal 2010. In order to increase consistency and comparability in fair value
measurements, ASC 820-10 establishes a hierarchy for observable and unobservable inputs used to measure fair value into three broad
Levels, which are described below:
• Level 1: Quoted prices (unadjusted)
in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest
priority to Level 1 inputs.
• Level 2: Observable prices that
are based on inputs not quoted on active markets, but corroborated by market data.
• Level 3: Unobservable inputs are
used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.
In determining fair value, the Company
utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent
possible as well as considers counterparty credit risk in its assessment of fair value.
Additionally, on a nonrecurring basis, the
Company uses fair value measures when analyzing asset impairment. Long-lived assets and certain identifiable intangible assets
are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be
recoverable. If it is determined such indicators are present and the review indicates that the assets will not be fully recoverable,
based on undiscounted estimated cash flows over the remaining amortization periods, their carrying values are reduced to estimated
fair value. Measurements based on undiscounted cash flows are considered to be Level 3 inputs.
The carrying amount of cash, accounts receivable
and accounts payable and other short-term financial instruments approximate their fair value due to their short-term nature.
Item 2. Management's
Discussion and Analysis of Financial Condition and Results of Operations
Three Month
Period ENDED JUNE 30, 2013 Compared to THE THREE MONTH PERIOD ENDED JUNE 30, 2012
Results of operations for the three months
ended June 30, 2013 compared to the three months ended June 30, 2012 is as follows:
|
|
Three
|
|
|
Three
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Months
|
|
|
Months
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ended
|
|
|
Ended
|
|
|
Variance
|
|
|
Percentage of sales
|
|
|
|
6/30/13
|
|
|
6/30/12
|
|
|
$
|
|
|
2013
|
|
|
2012
|
|
|
Variance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Sales
|
|
$
|
5,587,632
|
|
|
$
|
9,215,703
|
|
|
$
|
(3,628,071
|
)
|
|
|
100.00
|
%
|
|
|
100.00
|
%
|
|
|
-
|
|
Cost of sales
|
|
|
4,100,992
|
|
|
|
6,563,941
|
|
|
|
(2,462,949
|
)
|
|
|
73.39
|
%
|
|
|
71.23
|
%
|
|
|
2.16
|
%
|
Gross Profit
|
|
|
1,486,640
|
|
|
|
2,651,762
|
|
|
|
(1,165,122
|
)
|
|
|
26.61
|
%
|
|
|
28.77
|
%
|
|
|
-2.16
|
%
|
Gross Profit %
|
|
|
26.61
|
%
|
|
|
28.77
|
%
|
|
|
-2.16
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales & marketing
|
|
|
1,514,818
|
|
|
|
1,748,014
|
|
|
|
(233,196
|
)
|
|
|
27.11
|
%
|
|
|
18.97
|
%
|
|
|
8.14
|
%
|
Sales & marketing-PCTV
|
|
|
50,064
|
|
|
|
63,065
|
|
|
|
(13,001
|
)
|
|
|
0.90
|
%
|
|
|
0.68
|
%
|
|
|
0.22
|
%
|
Technical support
|
|
|
89,030
|
|
|
|
90,941
|
|
|
|
(1,911
|
)
|
|
|
1.59
|
%
|
|
|
0.99
|
%
|
|
|
0.60
|
%
|
General & administrative
|
|
|
708,909
|
|
|
|
753,762
|
|
|
|
(44,853
|
)
|
|
|
12.69
|
%
|
|
|
8.18
|
%
|
|
|
4.51
|
%
|
General & administrative-PCTV
|
|
|
80,778
|
|
|
|
71,167
|
|
|
|
9,611
|
|
|
|
1.45
|
%
|
|
|
0.77
|
%
|
|
|
0.68
|
%
|
Amortization of intangible assets
|
|
|
188,709
|
|
|
|
188,709
|
|
|
|
0
|
|
|
|
3.38
|
%
|
|
|
2.05
|
%
|
|
|
1.33
|
%
|
Selling, general and administrative stock compensation expense
|
|
|
18,294
|
|
|
|
20,139
|
|
|
|
(1,845
|
)
|
|
|
0.33
|
%
|
|
|
0.22
|
%
|
|
|
0.11
|
%
|
Total selling, general and administrative expense
|
|
|
2,650,602
|
|
|
|
2,935,797
|
|
|
|
(285,195
|
)
|
|
|
47.45
|
%
|
|
|
31.86
|
%
|
|
|
15.59
|
%
|
Research and development
|
|
|
535,822
|
|
|
|
517,737
|
|
|
|
18,085
|
|
|
|
9.59
|
%
|
|
|
5.62
|
%
|
|
|
3.97
|
%
|
Research and development-PCTV
|
|
|
278,363
|
|
|
|
292,172
|
|
|
|
(13,809
|
)
|
|
|
4.98
|
%
|
|
|
3.17
|
%
|
|
|
1.81
|
%
|
Research and development stock compensation expense
|
|
|
10,452
|
|
|
|
11,505
|
|
|
|
(1,053
|
)
|
|
|
0.19
|
%
|
|
|
0.12
|
%
|
|
|
0.07
|
%
|
Total expenses
|
|
|
3,475,239
|
|
|
|
3,757,211
|
|
|
|
(281,972
|
)
|
|
|
62.21
|
%
|
|
|
40.77
|
%
|
|
|
21.44
|
%
|
Loss from operations
|
|
|
(1,988,599
|
)
|
|
|
(1,105,449
|
)
|
|
|
(883,150
|
)
|
|
|
-35.60
|
%
|
|
|
-12.00
|
%
|
|
|
-23.60
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
651
|
|
|
|
967
|
|
|
|
(316
|
)
|
|
|
0.01
|
%
|
|
|
0.01
|
%
|
|
|
0.00
|
%
|
Foreign currency
|
|
|
31,954
|
|
|
|
(3,659
|
)
|
|
|
35,613
|
|
|
|
0.57
|
%
|
|
|
-0.04
|
%
|
|
|
0.61
|
%
|
Total other expense
|
|
|
32,605
|
|
|
|
(2,692
|
)
|
|
|
35,297
|
|
|
|
0.58
|
%
|
|
|
-0.03
|
%
|
|
|
0.61
|
%
|
Loss before tax provision
|
|
|
(1,955,994
|
)
|
|
|
(1,108,141
|
)
|
|
|
(847,853
|
)
|
|
|
-35.02
|
%
|
|
|
-12.03
|
%
|
|
|
-22.99
|
%
|
Current tax expense
|
|
|
1,591
|
|
|
|
35,469
|
|
|
|
(33,878
|
)
|
|
|
0.02
|
%
|
|
|
0.38
|
%
|
|
|
-0.36
|
%
|
Deferred tax benefit
|
|
|
(157,187
|
)
|
|
|
(116,627
|
)
|
|
|
(40,560
|
)
|
|
|
-2.81
|
%
|
|
|
-1.27
|
%
|
|
|
-1.54
|
%
|
Net loss
|
|
$
|
(1,800,398
|
)
|
|
$
|
(1,026,983
|
)
|
|
$
|
(773,415
|
)
|
|
|
-32.23
|
%
|
|
|
-11.14
|
%
|
|
|
-21.09
|
%
|
Net sales for the three months ended June
30, 2013 decreased $3,628,071 compared to the three months ended June 30, 2012 as shown in the table below.
|
|
|
|
|
|
|
|
Increase
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(decrease)
|
|
|
Increase
|
|
|
Percentage of sales by
|
|
|
|
Three Months
|
|
|
Three Months
|
|
|
Dollar
|
|
|
(decrease)
|
|
|
geographic region
|
|
|
|
ended 6/30/13
|
|
|
ended 6/30/12
|
|
|
Variance
|
|
|
variance %
|
|
|
2013
|
|
|
2012
|
|
The Americas
|
|
$
|
3,322,823
|
|
|
$
|
4,217,404
|
|
|
$
|
(894,581
|
)
|
|
|
-21
|
%
|
|
|
60
|
%
|
|
|
46
|
%
|
Europe
|
|
|
1,824,218
|
|
|
|
4,673,280
|
|
|
|
(2,849,062
|
)
|
|
|
-61
|
%
|
|
|
32
|
%
|
|
|
50
|
%
|
Asia
|
|
|
440,591
|
|
|
|
325,019
|
|
|
|
115,572
|
|
|
|
36
|
%
|
|
|
8
|
%
|
|
|
4
|
%
|
Total
|
|
$
|
5,587,632
|
|
|
$
|
9,215,703
|
|
|
$
|
(3,628,071
|
)
|
|
|
-39
|
%
|
|
|
100
|
%
|
|
|
100
|
%
|
Increased competition, tepid economic conditions in Europe and
a greater sales decline in our seasonally slow third fiscal quarter had a negative impact on sales.
Gross profit
Gross profit decreased $1,165,122 for the three months ended
June 30, 2013 compared to the same quarter in the prior fiscal year. The decrease in gross profit was due to:
|
|
Three Months
ended
|
|
Gross profit in dollars-increase (decrease)
|
|
6/30/13
|
|
Lower sales
|
|
$
|
(1,498,273
|
)
|
Stronger Euro
|
|
|
34,746
|
|
Labor related and other costs
|
|
|
378,849
|
|
Lower gross profit due to mix of sales
|
|
|
(120,203
|
)
|
License fee adjustment
|
|
|
39,759
|
|
Total decrease in gross profit
|
|
$
|
(1,165,122
|
)
|
The decrease in the gross profit percentage
was due to:
|
|
Three Months
ended
|
|
Gross profit percentage-increase (decrease)
|
|
6/30/13
|
|
Sales mix of lower gross profit sales
|
|
|
(2.39
|
)%
|
Stronger Euro
|
|
|
0.39
|
%
|
Labor related and other costs
|
|
|
(1.35
|
)%
|
License fee adjustment
|
|
|
1.19
|
%
|
Total gross profit percentage decrease
|
|
|
(2.16
|
)%
|
The factors contributing to the gross profit
percentage decrease of 2.16% for the three months ended June 30, 2013 were primarily:
|
·
|
Unfavorable gross profit percentage due to sales mix of lower average sales price product resulted
in a decrease of 2.39%.
|
|
·
|
An increase in the USD to Euro exchange rate from $1.2833 for the three months ended June 30, 2012
to $1.13069 for the three months ended June 30, 2013 resulted in a gross profit increase of 0.39%.
|
|
·
|
Increase in labor related and other costs as a percentage of sales resulted in a gross profit decrease
of 1.35%.
|
|
·
|
Higher license fee adjustments resulted in a gross profit increase of 1.19%.
|
Selling, general and administrative
expenses
The chart below illustrates the components of selling, general
and administrative expense.
|
|
Three months ended June 30,
|
|
|
|
Dollar Costs
|
|
|
Percentage of Sales
|
|
|
|
|
|
|
|
|
|
Increase
|
|
|
|
|
|
|
|
|
Increase
|
|
|
|
2013
|
|
|
2012
|
|
|
(Decrease)
|
|
|
2013
|
|
|
2012
|
|
|
(Decrease)
|
|
Sales and marketing-HCW
|
|
$
|
1,514,818
|
|
|
$
|
1,748,014
|
|
|
$
|
(233,196
|
)
|
|
|
27.11
|
%
|
|
|
18.97
|
%
|
|
|
8.14
|
%
|
Sales and marketing-PCTV
|
|
|
50,064
|
|
|
|
63,065
|
|
|
|
(13,001
|
)
|
|
|
0.90
|
%
|
|
|
0.68
|
%
|
|
|
0.22
|
%
|
Technical support
|
|
|
89,030
|
|
|
|
90,941
|
|
|
|
(1,911
|
)
|
|
|
1.59
|
%
|
|
|
0.99
|
%
|
|
|
0.60
|
%
|
General and administrative-HCW
|
|
|
708,909
|
|
|
|
753,762
|
|
|
|
(44,853
|
)
|
|
|
12.69
|
%
|
|
|
8.18
|
%
|
|
|
4.51
|
%
|
General and administrative-PCTV
|
|
|
80,778
|
|
|
|
71,167
|
|
|
|
9,611
|
|
|
|
1.45
|
%
|
|
|
0.77
|
%
|
|
|
0.68
|
%
|
Amortization of intangible assets
|
|
|
188,709
|
|
|
|
188,709
|
|
|
|
0
|
|
|
|
3.38
|
%
|
|
|
2.05
|
%
|
|
|
1.33
|
%
|
Stock compensation
|
|
|
18,294
|
|
|
|
20,139
|
|
|
|
(1,845
|
)
|
|
|
0.33
|
%
|
|
|
0.22
|
%
|
|
|
0.11
|
%
|
Total
|
|
$
|
2,650,602
|
|
|
$
|
2,935,797
|
|
|
$
|
(285,195
|
)
|
|
|
47.45
|
%
|
|
|
31.86
|
%
|
|
|
15.59
|
%
|
Selling, general and administrative expense
for the third quarter of fiscal 2013 decreased $285,195 from the prior year’s third fiscal quarter as follows:
Sales and marketing expenses decreased $246,197,
driven primarily by $207,792 in lower commission and co-operative advertising expense, which declined due to lower sales, and $36,661
in lower sales office expense due to reduction in personnel.
The decrease in technical support of $1,911
was primarily due to lower personnel expenses. The decrease in general and administrative expenses of $35,242 was due mainly to
lower depreciation expense and lower credit card processing fees due to the issuing of credit lines to certain customers who previously
purchased product with credit cards. The decrease in stock compensation expense was due to fewer non vested options outstanding
issued at a lower fair value price.
Research and development expenses
Research and development expenses for the
three months ended June 30, 2013 increased slightly by $3,223 from the same quarter in the prior fiscal year. The increase was
mainly due to lower compensation and compensation related expenses offset by higher product development costs. The decrease in
stock compensation expense was due to fewer non vested options outstanding issued at a lower fair value price.
Tax provision
Our tax provision for the three months
ended June 30, 2013 and 2012 is as follows:
|
|
Three months ended June 30,
|
|
|
|
2013
|
|
|
2012
|
|
Current federal tax expense (benefit)
|
|
$
|
(28,850
|
)
|
|
$
|
-
|
|
Current state taxes
|
|
|
10,000
|
|
|
|
10,000
|
|
Current tax expense on international operations
|
|
|
20,441
|
|
|
|
25,469
|
|
Deferred tax benefit
|
|
|
(157,187
|
)
|
|
|
(116,627
|
)
|
Tax benefit
|
|
$
|
(155,596
|
)
|
|
$
|
(81,158
|
)
|
Deferred tax benefit for the three months
ended June 30, 2013 and 2012 was primarily due to increases in net operating losses.
Summary of operations
We recorded a net loss of $1,800,398 for the
three months ended June 30, 2013, which resulted in basic and diluted net loss per share of $0.18 on weighted average basic and
diluted shares of 10,122,344, compared to a net loss of $1,026,983 for the three months ended June 30, 2012, which resulted in
basic and diluted net loss per share of $0.10 on weighted average basic and diluted shares of 10,122,344.
Options
to purchase 1,478,125 and 1,531,567 shares of common stock, at prices from $0.74 to $7.45 and from $0.77 to $7.45, were outstanding
for the three months ended June 30, 2013 and 2012, respectively, but were not included in the computation of diluted earnings per
share because they were anti-dilutive.
NINE Month
Period ENDED JUNE 30, 2013 Compared to THE NINE MONTH PERIOD ENDED JUNE 30, 2012
Results of operations for the nine months
ended June 30, 2013 compared to the nine months ended June 30, 2012 is as follows:
|
|
Nine
|
|
|
Nine
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Months
|
|
|
Months
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ended
|
|
|
Ended
|
|
|
Variance
|
|
|
Percentage of sales
|
|
|
|
6/30/13
|
|
|
6/30/12
|
|
|
$
|
|
|
2013
|
|
|
2012
|
|
|
Variance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Sales
|
|
$
|
27,953,945
|
|
|
$
|
35,963,918
|
|
|
$
|
(8,009,973
|
)
|
|
|
100.00
|
%
|
|
|
100.00
|
%
|
|
|
0.00
|
%
|
Cost of sales
|
|
|
17,530,937
|
|
|
|
24,703,077
|
|
|
|
(7,172,140
|
)
|
|
|
62.71
|
%
|
|
|
68.69
|
%
|
|
|
-5.98
|
%
|
Gross Profit
|
|
|
10,423,008
|
|
|
|
11,260,841
|
|
|
|
(837,833
|
)
|
|
|
37.29
|
%
|
|
|
31.31
|
%
|
|
|
5.98
|
%
|
Gross Profit %
|
|
|
37.29
|
%
|
|
|
31.31
|
%
|
|
|
5.98
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales & marketing
|
|
|
5,143,258
|
|
|
|
5,674,601
|
|
|
|
(531,343
|
)
|
|
|
18.40
|
%
|
|
|
15.78
|
%
|
|
|
2.62
|
%
|
Sales & marketing-PCTV
|
|
|
166,650
|
|
|
|
192,686
|
|
|
|
(26,036
|
)
|
|
|
0.60
|
%
|
|
|
0.54
|
%
|
|
|
0.06
|
%
|
Technical support
|
|
|
253,728
|
|
|
|
277,659
|
|
|
|
(23,931
|
)
|
|
|
0.91
|
%
|
|
|
0.77
|
%
|
|
|
0.14
|
%
|
General & administrative
|
|
|
2,136,524
|
|
|
|
2,248,113
|
|
|
|
(111,589
|
)
|
|
|
7.64
|
%
|
|
|
6.25
|
%
|
|
|
1.39
|
%
|
General & administrative-PCTV
|
|
|
224,529
|
|
|
|
206,102
|
|
|
|
18,427
|
|
|
|
0.80
|
%
|
|
|
0.57
|
%
|
|
|
0.23
|
%
|
Amortization of intangible assets
|
|
|
566,127
|
|
|
|
566,127
|
|
|
|
0
|
|
|
|
2.03
|
%
|
|
|
1.57
|
%
|
|
|
0.46
|
%
|
Selling, general and administrative stock compensation expense
|
|
|
53,253
|
|
|
|
60,414
|
|
|
|
(7,161
|
)
|
|
|
0.19
|
%
|
|
|
0.17
|
%
|
|
|
0.02
|
%
|
Total selling, general and administrative expense
|
|
|
8,544,069
|
|
|
|
9,225,702
|
|
|
|
(681,633
|
)
|
|
|
30.57
|
%
|
|
|
25.65
|
%
|
|
|
4.92
|
%
|
Research and development
|
|
|
1,612,446
|
|
|
|
1,554,715
|
|
|
|
57,731
|
|
|
|
5.77
|
%
|
|
|
4.32
|
%
|
|
|
1.45
|
%
|
Research and development-PCTV
|
|
|
678,606
|
|
|
|
850,777
|
|
|
|
(172,171
|
)
|
|
|
2.43
|
%
|
|
|
2.37
|
%
|
|
|
0.06
|
%
|
Research and development stock compensation expense
|
|
|
30,423
|
|
|
|
34,516
|
|
|
|
(4,093
|
)
|
|
|
0.11
|
%
|
|
|
0.10
|
%
|
|
|
0.01
|
%
|
Total expenses
|
|
|
10,865,544
|
|
|
|
11,665,710
|
|
|
|
(800,166
|
)
|
|
|
38.88
|
%
|
|
|
32.44
|
%
|
|
|
6.44
|
%
|
Loss from operations
|
|
|
(442,536
|
)
|
|
|
(404,869
|
)
|
|
|
(37,667
|
)
|
|
|
-1.59
|
%
|
|
|
-1.13
|
%
|
|
|
-0.46
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
2,619
|
|
|
|
3,802
|
|
|
|
(1,183
|
)
|
|
|
0.01
|
%
|
|
|
0.01
|
%
|
|
|
0.00
|
%
|
Foreign currency
|
|
|
25,366
|
|
|
|
12,911
|
|
|
|
12,455
|
|
|
|
0.09
|
%
|
|
|
0.04
|
%
|
|
|
0.05
|
%
|
Total other income
|
|
|
27,985
|
|
|
|
16,713
|
|
|
|
11,272
|
|
|
|
0.10
|
%
|
|
|
0.05
|
%
|
|
|
0.05
|
%
|
Loss before tax provision
|
|
|
(414,551
|
)
|
|
|
(388,156
|
)
|
|
|
(26,395
|
)
|
|
|
-1.49
|
%
|
|
|
-1.08
|
%
|
|
|
-0.41
|
%
|
Current tax expense
|
|
|
103,024
|
|
|
|
107,864
|
|
|
|
(4,840
|
)
|
|
|
0.37
|
%
|
|
|
0.30
|
%
|
|
|
0.07
|
%
|
Deferred tax expense
|
|
|
526,129
|
|
|
|
434,211
|
|
|
|
91,918
|
|
|
|
1.88
|
%
|
|
|
1.21
|
%
|
|
|
0.67
|
%
|
Net loss
|
|
$
|
(1,043,704
|
)
|
|
$
|
(930,231
|
)
|
|
$
|
(113,473
|
)
|
|
|
-3.74
|
%
|
|
|
-2.59
|
%
|
|
|
-1.15
|
%
|
Net sales for the nine months ended June
30, 2013 decreased $8,009,973 compared to the nine months ended June 30, 2012 as shown in the table below.
|
|
|
|
|
|
|
|
Increase
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(decrease)
|
|
|
Increase
|
|
|
Percentage of sales by
|
|
|
|
Nine Months
|
|
|
Nine Months
|
|
|
Dollar
|
|
|
(decrease)
|
|
|
geographic region
|
|
|
|
ended 6/30/13
|
|
|
ended 6/30/12
|
|
|
Variance
|
|
|
variance %
|
|
|
2013
|
|
|
2012
|
|
The Americas
|
|
$
|
17,436,317
|
|
|
$
|
19,290,328
|
|
|
$
|
(1,854,011
|
)
|
|
|
-10
|
%
|
|
|
62
|
%
|
|
|
54
|
%
|
Europe
|
|
|
9,100,922
|
|
|
|
15,225,059
|
|
|
|
(6,124,137
|
)
|
|
|
-40
|
%
|
|
|
33
|
%
|
|
|
42
|
%
|
Asia
|
|
|
1,416,706
|
|
|
|
1,448,531
|
|
|
|
(31,825
|
)
|
|
|
-2
|
%
|
|
|
5
|
%
|
|
|
4
|
%
|
Total
|
|
$
|
27,953,945
|
|
|
$
|
35,963,918
|
|
|
$
|
(8,009,973
|
)
|
|
|
-22
|
%
|
|
|
100
|
%
|
|
|
100
|
%
|
Increased competition,
tepid economic conditions in Europe and a greater sales decline in our seasonally slow third fiscal quarter had a negative impact
on sales. In addition, fiscal 2012 included the product rollouts of the DCR-2650 cable card, the Broadway, the HD-PVR gaming unit
and the MY TV 2 Go
TV application for the PC, Apple iPad® and iPhone® product.
The rollout
of these products resulted in a concentration of sales for fiscal 2012, which did not repeat in fiscal 2013.
Gross profit
Gross profit decreased $837,833 for the nine months ended June
30, 2013 compared to the same period in the prior fiscal year. The decrease in gross profit was due to:
|
|
Nine Months
ended
|
|
Gross profit in dollars-increase (decrease)
|
|
6/30/13
|
|
Lower sales
|
|
$
|
(3,361,279
|
)
|
Weaker Euro
|
|
|
(115,328
|
)
|
Labor related and other costs
|
|
|
755,611
|
|
Higher gross profit due to mix of sales
|
|
|
76,609
|
|
License fee adjustment
|
|
|
1,806,554
|
|
Total decrease in gross profit
|
|
$
|
(837,833
|
)
|
The increase in the gross profit percentage
was due to:
|
|
Nine Months
ended
|
|
Gross profit percentage-increase (decrease)
|
|
06/30/13
|
|
Sales mix of lower gross profit retail sales
|
|
|
(0.32
|
)%
|
Weaker Euro
|
|
|
(0.15
|
)%
|
Labor related and other costs
|
|
|
(0.35
|
)%
|
License fee adjustment
|
|
|
6.80
|
%
|
Total gross profit percentage increase
|
|
|
5.98
|
%
|
The factors contributing to the gross profit
percentage increase of 5.98% for the nine months ended June 30, 2013 were primarily:
|
·
|
Unfavorable gross profit percentage due to sales mix of lower average sales price product resulted
in a decrease of 0.32%.
|
|
·
|
A decrease in the USD to Euro exchange rate from $1.3142 for the nine months ended June 30, 2012
to $1.13083 for the nine months ended June 30, 2013 resulted in a gross profit decrease of 0.15%.
|
|
·
|
Increase in labor related and other costs as a percentage of sales resulted in a gross profit decrease
of 0.35%.
|
|
·
|
Higher license fee adjustments resulted in a gross profit increase of 6.80%.
|
Selling, general and administrative
expenses
The chart below illustrates the components of selling, general
and administrative expense.
|
|
Nine months ended June 30,
|
|
|
|
Dollar Costs
|
|
|
Percentage of Sales
|
|
|
|
|
|
|
|
|
|
Increase
|
|
|
|
|
|
|
|
|
Increase
|
|
|
|
2013
|
|
|
2012
|
|
|
(Decrease)
|
|
|
2013
|
|
|
2012
|
|
|
(Decrease)
|
|
Sales and marketing-HCW
|
|
$
|
5,143,258
|
|
|
$
|
5,674,601
|
|
|
$
|
(531,343
|
)
|
|
|
18.40
|
%
|
|
|
15.78
|
%
|
|
|
2.62
|
%
|
Sales and marketing-PCTV
|
|
|
166,650
|
|
|
|
192,686
|
|
|
|
(26,036
|
)
|
|
|
0.60
|
%
|
|
|
0.54
|
%
|
|
|
0.06
|
%
|
Technical support
|
|
|
253,728
|
|
|
|
277,659
|
|
|
|
(23,931
|
)
|
|
|
0.91
|
%
|
|
|
0.77
|
%
|
|
|
0.14
|
%
|
General and administrative-HCW
|
|
|
2,136,524
|
|
|
|
2,248,113
|
|
|
|
(111,589
|
)
|
|
|
7.64
|
%
|
|
|
6.25
|
%
|
|
|
1.39
|
%
|
General and administrative-PCTV
|
|
|
224,529
|
|
|
|
206,102
|
|
|
|
18,427
|
|
|
|
0.80
|
%
|
|
|
0.57
|
%
|
|
|
0.23
|
%
|
Amortization of intangible assets
|
|
|
566,127
|
|
|
|
566,127
|
|
|
|
0
|
|
|
|
2.03
|
%
|
|
|
1.57
|
%
|
|
|
0.46
|
%
|
Stock compensation
|
|
|
53,253
|
|
|
|
60,414
|
|
|
|
(7,161
|
)
|
|
|
0.19
|
%
|
|
|
0.17
|
%
|
|
|
0.02
|
%
|
Total
|
|
$
|
8,544,069
|
|
|
$
|
9,225,702
|
|
|
$
|
(681,633
|
)
|
|
|
30.57
|
%
|
|
|
25.65
|
%
|
|
|
4.92
|
%
|
Selling, general and administrative expense
for the nine months ended June 30, 2013 decreased $681,633 from same period in the prior fiscal year as follows:
Sales and marketing expenses decreased $557,379,
driven primarily by $412,461 in lower commission and co-operative advertising expense, which declined due to lower sales, and a
reduction in expenses of $213,783 for a change in estimate for unused severance liabilities. The decrease in expenses was offset
somewhat by $83,586 in higher compensation expenses related to the addition of sales and marketing resources.
The decrease in technical support of $23,931
was primarily due to lower personnel expenses. The decrease in general and administrative expenses of $93,162 was due primarily
to decreases in rent and utilities due to the relocation of offices to smaller spaces, lower credit card processing fees due to
the issuing lines of credit to certain customers who previously purchased product with credit cards, lower bad debt expense and
lower depreciation. This was offset by to higher legal fees for consultation required during fiscal 2013. The decrease in stock
compensation expense was due to fewer non vested options outstanding issued at a lower fair value price.
Research and development expenses
Research and development expenses for the
nine months ended June 30, 2013 decreased $118,533 from the same period in the prior fiscal year. The decrease was mainly due to
lower compensation expenses of $199,112, primarily due to a change in estimate for unused severance liabilities, offset by $81,314
in higher product development related expenses. The decrease in stock compensation expense was due to fewer non vested options
outstanding issued at a lower fair value price.
Tax provision (Benefit)
Our tax provision for the nine months ended
June 30, 2013 and 2012 is as follows:
|
|
Nine months ended June 30,
|
|
|
|
2013
|
|
|
2012
|
|
Current federal tax expense (benefit)
|
|
$
|
-
|
|
|
$
|
-
|
|
Current state taxes
|
|
|
30,000
|
|
|
|
30,000
|
|
Current tax expense on international operations
|
|
|
73,024
|
|
|
$
|
77,864
|
|
Deferred tax expense
|
|
|
526,129
|
|
|
|
434,211
|
|
Tax expense
|
|
$
|
629,153
|
|
|
$
|
542,075
|
|
The deferred
tax expense was primarily due to the utilization of net operating losses and the utilization of deferred timing differences related
to our United States subsidiary.
Summary of operations
We recorded a net loss of $1,043,704 for the
nine months ended June 30, 2013, which resulted in basic and diluted net loss per share of $0.10 on weighted average basic and
diluted shares of 10,122,344, compared to a net loss of $930,231 for the nine months ended June 30, 2012, which resulted in basic
and diluted net loss per share of $0.09 on weighted average basic and diluted shares of 10,122,344.
Options
to purchase 1,478,125 and 1,531,567 shares of common stock, at prices from $0.74 to $7.45 and from $0.77 to $7.45, were outstanding
for the nine months ended June 30, 2013 and 2012, respectively, but were not included in the computation of diluted earnings per
share because they were anti-dilutive.
Seasonality
As our sales are primarily to the consumer
market, we have experienced certain seasonal revenue trends. Historically, our peak sales quarter due to holiday season sales is
our first fiscal quarter (October to December), followed by our second fiscal quarter (January to March). In addition, our international
sales, mostly in the European market, were 44% of sales for fiscal year ended September 30, 2012 and 41% for the fiscal year ended
September 30, 2011. Part of our third and fourth quarters (April through June and July to September) can be potentially impacted
by the reduction of activity experienced in Europe during the summer holiday period.
We target a wide range of customer types to
attempt to moderate the seasonal nature of our retail sales.
Liquidity and capital resources
The Company had cash and cash equivalents
as of June 30, 2013 of $2,254,689, a decrease of $2,841,164 from September 30, 2012.
The decrease in cash was due to:
|
|
Operating
|
|
|
Investing
|
|
|
Financing
|
|
|
|
|
|
|
Activities
|
|
|
Activities
|
|
|
Activities
|
|
|
Total
|
|
Sources of cash:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Decrease in accounts receivable
|
|
$
|
1,677,800
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
1,677,800
|
|
Net loss adjusted for non cash items
|
|
|
35,234
|
|
|
|
0
|
|
|
|
0
|
|
|
|
35,234
|
|
Total sources of cash
|
|
|
1,713,034
|
|
|
|
0
|
|
|
|
0
|
|
|
|
1,713,034
|
|
Less cash used for:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase in inventory
|
|
|
(3,618,079
|
)
|
|
|
0
|
|
|
|
0
|
|
|
|
(3,618,079
|
)
|
Decrease in accounts payable and accrued expenses
|
|
|
(760,106
|
)
|
|
|
0
|
|
|
|
0
|
|
|
|
(760,106
|
)
|
Increase in prepaid expenses and other current assets
|
|
|
(154,464
|
)
|
|
|
0
|
|
|
|
0
|
|
|
|
(154,464
|
)
|
Capital equipment purchases
|
|
|
0
|
|
|
|
(30,002
|
)
|
|
|
0
|
|
|
|
(30,002
|
)
|
Total cash usage
|
|
|
(4,532,649
|
)
|
|
|
(30,002
|
)
|
|
|
0
|
|
|
|
(4,562,651
|
)
|
Effect of exchange rates on cash
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
8,453
|
|
Net cash decrease
|
|
$
|
(2,819,615
|
)
|
|
$
|
(30,002
|
)
|
|
$
|
0
|
|
|
$
|
(2,841,164
|
)
|
Cash used in operating activities of $2,819,615
was due to an increase in inventory of $3,618,079, a decrease in accounts payable and accrued expenses of $760,106 and an increase
in prepaid expenses and other current assets of $154,464. Sources of cash came from the net loss adjusted for non cash items of
$35,234 and a decrease in accounts receivable of $1,677,800. The increase in inventory was due to a change in the delivery method
of product from air shipments to boat shipments and a higher seasonal decline in sales than forecasted. We believe the change in
delivery method from air to ocean will save on freight costs but require an additional investment in inventory in recognition of
the anticipated four to five week transit time. The decrease in accounts payable and accrued expenses was due to the timing of
payment to suppliers. The decrease in accounts receivable was due to cash collections coupled with lower sales in the third fiscal
quarter compared to the previous two fiscal quarters. Cash of $30,002 was used to purchase capital equipment. We had a working
capital deficit of $1,873,043 as of June 30, 2013 compared to a working capital deficit of $1,433,704 as of September 30, 2012.
Our cash requirements for the next twelve
months will include, among other things, the cash to fund our operating and working capital needs. We rely exclusively upon cash
generated from our operations to fund these needs. We do not have a working capital line of credit or other borrowing facility
in place to draw upon in the event that cash from our operations is insufficient to fund our capital requirements to sustain our
operations. Based on our current scale of operating expenses and our new product development schedule, we have evaluated that our
cash and cash equivalents as of June 30, 2013 and our internally generated cash may not provide sufficient liquidity to meet our
capital needs for the next twelve months, and that additional sources of cash may be required to meet our capital needs.
We have incurred operating losses for the last five fiscal years
and in the nine month period ended June 30, 2013. Those losses are primarily attributable to a continuing decline in sales. In
the quarter ended June 30, 2013, we experienced an unprecedented and precipitous 46% drop in sales from the quarter ended March
31, 2013. We believe that our sales have declined for reasons which we described in Item 1A of our Annual Report on 10-K for the
fiscal year ended September 30, 2012, including, among other things:
|
·
|
Reliance on a small number of our product lines being successful,
the failure of any one of which could substantially reduce our sales.
|
|
·
|
Our potential inability to develop new products or services that will
meet our customers’ needs or wants.
|
|
·
|
Intense competitive pressures from larger companies that have greater
resources than we do and from new market entrants, stemming from frequent new product introductions, technological advances, and
declining sales prices, among other things.
|
|
·
|
Our potential inability to remain ahead of the development of competing
technologies, products and services.
|
|
·
|
Lack of market diversification.
|
|
·
|
Heavy reliance on retailers, dealers and PC manufacturers
to market, sell and distribute our products.
|
Since the fourth quarter of fiscal 2011, we have been implementing
expense reduction initiatives. We switched from air to ocean freight to reduce shipping costs, outsourced most of our shipping
and logistics to a third party, reduced personel, relocated certain facilities to smaller offices, renegotiated certain existing
leases to reduce rent and closed certain sales offices. We believe that it may be increasingly difficult to make further material
reductions in costs and maintain a viable operating plan.
Additionally , absent a recovery in
our business, we may be required to reduce our current expectations of future cash flows and pre-tax operating results, which,
in turn, may result in charges for the impairment of our longed lived assets and/or increase the valuation allowance against
our net deferred tax assets. Such charges could be material.
We are working to develop
a strategy to address our continuing operating losses and loss of sales, and we have retained Corporate Fuel Advisors, an investment
bank and advisory firm, to assist us in considering and pursuing strategic alternatives, including possible additional financing
to fund our capital needs and the restructuring of our business.
We cannot assure that we will be able to develop and implement
a plan that will enable us to successfully address our business and financial challenges. Among other things:
|
·
|
If we seek financing, we may not be able to obtain funding to address
our capital needs on commercially reasonable terms, or at all.
|
|
·
|
We may not be able to develop new lines of products or
services that will be positively accepted by the marketplace.
|
|
·
|
We may not be able to successfully compete with our competitors’
product and service offerings.
|
|
·
|
Customers and consumers may lose confidence in us as a result of our financial condition and performance,
our potential de-listing from Nasdaq, should we lose our appeal related to such de-listing, and their perceptions of our
business prospects and competitive position, and they may cease to do business with us or buy our products.
|
If
any strategic or restructuring plan that we develop and implement is not successful, there is a substantial risk that that we might
not be able to sustain our operations at current levels, which would have a material adverse effect on our business, operating
results and financial condition.
Future contractual obligations
The following table shows our contractual
obligations related to lease obligations as of June 30, 2013:
|
|
Payments due by period
|
|
|
|
Total
|
|
|
Less than 1 year
|
|
|
1-3 years
|
|
|
3 to 5 years
|
|
Operating lease obligations
|
|
$
|
1,444,818
|
|
|
$
|
601,667
|
|
|
$
|
843,151
|
|
|
$
|
0
|
|
Inflation
While inflation has not had a material effect
on our operations in the past, there can be no assurance that we will be able to continue to offset the effects of inflation on
the costs of our products or services through price increases to our customers without experiencing a reduction in the demand for
our products; or that inflation will not have an overall effect on the computer equipment market that would have a material effect
on us.
Recent Accounting Pronouncements
In October 2012, the FASB issued ASU 2012-04,
“Technical Corrections and Improvements.” ASU 2012-04 contains amendments to clarify the ASC, correct unintended application
of guidance, or make minor improvements to the ASC that are not expected to have a significant effect on current accounting practice
or create a significant administrative cost to most entities. Additionally, the amendments are intended to make the ASC easier
to understand and the fair value measurement guidance easier to apply by eliminating inconsistencies and providing needed clarifications.
The amendments that do not have transition guidance were effective upon issuance. The amendments that are subject to the transition
guidance will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 is not anticipated
to have a material impact on our results of operations or our financial position.
In February 2013, the FASB issued ASU 2013-02,
“Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income.”
ASU 2013-02 requires an entity to report the effect of significant reclassifications out of accumulated other comprehensive income
on the respective line items in net income if the amount being reclassified is required to be reclassified in its entirety to net
income. For other amounts that are not required to be reclassified in their entirety to net income in the same reporting period,
an entity is required to cross-reference other disclosures that provide additional detail about these amounts. The amendments do
not change the current requirements for reporting net income or other comprehensive income in financial statements. For public
entities, the amendments are effective prospectively for reporting periods beginning after December 15, 2012. Early adoption is
permitted.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
We maintain disclosure controls and procedures
(as defined in Exchange Act Rule 13a-15(e)) that are designed to
ensure
that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the
time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated
and communicated to management, including our principal executive officer and principal financial officer, as appropriate to allow
timely decisions regarding required
disclosure
.
As required by Exchange Act Rule 13a-15(b),
as of the end of the period covered by this Quarterly Report, with the participation of our principal executive officer and principal
financial officer, we evaluated the effectiveness of our disclosure controls and procedures. Based on this evaluation, our principal
executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of June
30, 2013.
Changes in Internal Control Over Financial
Reporting
There was no change in our internal control
over financial reporting
, identified in connection with the evaluation
required by paragraph (d) of Rule 13a-15 of the Exchange Act, that occurred
during our most recently completed fiscal quarter
that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Special note regarding forward-looking
statements
This Quarterly Report on Form 10-Q
contains
forward-looking statements as that term is defined in the federal securities laws. The events described in
forward-looking statements contained in this Quarterly Report on Form 10-Q may not occur. Generally these statements relate
to business plans or strategies, projected or anticipated benefits or other consequences of our plans or strategies,
financing plans, projected or anticipated benefits from acquisitions that we may make, or projections involving anticipated
revenues, earnings or other aspects of our operating results or financial position, and the outcome of any contingencies. Any
statements contained herein that are not historical facts are forward-looking statements. Any such forward-looking statements
are based on current expectations, estimates and projections of management. We intend for these forward-looking statements to
be covered by the safe-harbor provisions for forward-looking statements. Words such as “may,” “will,”
“expect,” “believe,” “anticipate,” “project,” “plan,”
“intend,” “estimate,” and “continue,” and their opposites and similar expressions are
intended to identify forward-looking statements. We caution you that these statements are not guarantees of future
performance or events and are subject to a number of uncertainties, risks and other influences, many of which are beyond our
control that may influence the accuracy of the statements and the projections upon which the statements are based. Factors
that could cause actual results to differ materially from those set forth or implied by any forward-looking statement
include, but are not limited to, the mix of products sold and the profit margins thereon, order cancellation or a
reduction in orders from customers, competitive product offerings and pricing actions, the availability and pricing of key
raw materials, continued decline in sales, continued operating losses, our ability to obtain financing on commercial
reasonable terms or at all, our ability to formulate and implement a viable restructuring plan, dependence on key members of
management, successful integration of acquisitions, economic conditions in the United States and abroad, fluctuation of the
value of the Euro versus the U.S. dollar, our ability to make timely filings of the required periodic reports
and
other reports with the Securities and Exchange Commission,
issues relating to our ability to maintain effective
internal control over financial reporting and disclosure controls and procedures, our failure to maintain compliance
with
Nasdaq’s continued listing requirements
and our
potential
de-listing from Nasdaq should we lose our appeal related to such de-listing,
as well as other risks and
uncertainties discussed in our reports filed with the Securities and Exchange Commission, including, but not limited to, our
Annual Report on Form 10-K for the fiscal year ended September 30, 2012, this Quarterly Report on Form 10-Q, the Quarterly
Report on Form 10-Q for the three months ended December 31, 2012 and March 31, 2013, and the risk of litigation or
governmental investigations or proceedings relating to any of the foregoing matters. Copies of these filings are available at
www.sec.gov
.
Any one or more of these uncertainties, risks and other influences could materially affect our results of operations and
whether forward-looking statements made by us ultimately prove to be accurate. Our actual results, performance and
achievements could differ materially from those expressed or implied in these forward-looking statements. We undertake no
obligation to publicly update or revise any forward-looking statements, whether from new information, future events or
otherwise. All cautionary statements made in this Quarterly Report on Form 10-Q should be read as being applicable to all
related forward-looking statements wherever they appear.