e10vq
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
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þ |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
for the quarterly period ended December 31, 2007
or
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o |
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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 0-22982
NAVARRE CORPORATION
(Exact name of registrant as specified in its charter)
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Minnesota
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41-1704319 |
(State or other jurisdiction of
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(IRS Employer |
incorporation or organization)
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Identification No.) |
7400 49th Avenue North, New Hope, MN 55428
(Address of principal executive offices)
Registrants telephone number, including area code (763) 535-8333
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. þ Yes o No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
a non-accelerated filer, or a smaller reporting company.
See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer o |
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Accelerated filer þ |
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Non-accelerated filer o
(Do not check if a smaller reporting company) |
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Smaller Reporting Company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes þ No
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of
the latest practical date.
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Class |
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Outstanding at February 6, 2008 |
Common Stock, No Par Value
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36,210,686 shares |
NAVARRE CORPORATION
Index
2
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements.
NAVARRE CORPORATION
Consolidated Balance Sheets
(In thousands, except share amounts)
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December 31, |
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March 31, |
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2007 |
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2007 |
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(Unaudited) |
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(Note) |
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Assets: |
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Current assets: |
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Cash and cash equivalents |
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$ |
4,248 |
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$ |
966 |
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Marketable securities |
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1,420 |
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Accounts receivable, less allowances of $16,891 and $18,284, respectively |
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116,171 |
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70,609 |
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Inventories |
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50,823 |
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36,791 |
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Prepaid expenses and other current assets |
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12,208 |
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11,126 |
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Income tax receivable |
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29 |
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828 |
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Deferred tax assets current |
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9,979 |
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8,935 |
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Assets of discontinued operations |
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210 |
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21,889 |
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Total current assets |
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195,088 |
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151,144 |
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Property and equipment, net of accumulated depreciation of $13,633 and $10,786, respectively |
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17,342 |
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14,042 |
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Other assets: |
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Marketable securities |
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2,667 |
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Goodwill |
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81,697 |
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81,697 |
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Intangible assets, net of amortization of $19,765 and $15,588, respectively |
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11,107 |
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14,197 |
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License fees, net of amortization of $16,670 and $12,688, respectively |
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19,784 |
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15,609 |
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Other assets |
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11,479 |
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11,193 |
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Assets of discontinued operations |
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343 |
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Total assets |
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$ |
339,164 |
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$ |
288,225 |
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Liabilities and shareholders equity: |
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Current liabilities: |
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Note payable line of credit |
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$ |
48,917 |
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$ |
38,956 |
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Note payable short term |
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150 |
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150 |
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Capital lease obligation short term |
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74 |
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102 |
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Accounts payable |
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129,741 |
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87,145 |
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Deferred compensation |
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2,066 |
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Accrued expenses |
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15,852 |
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13,578 |
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Liabilities of discontinued operations |
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846 |
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12,748 |
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Total current liabilities |
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197,646 |
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152,679 |
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Long-term liabilities: |
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Note payable long-term |
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9,632 |
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14,850 |
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Capital lease obligation long-term |
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73 |
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120 |
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Deferred compensation |
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3,685 |
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6,358 |
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Income taxes payable |
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733 |
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Deferred tax liabilities non-current |
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3,212 |
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7 |
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Other long-term liabilities |
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760 |
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760 |
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Total liabilities |
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215,741 |
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174,774 |
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Commitments and contingencies (Note 20) |
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Shareholders equity: |
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Common stock, no par value: |
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Authorized shares 100,000,000; issued and outstanding shares 36,210,686 and
36,038,295, respectively |
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159,801 |
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158,801 |
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Accumulated deficit |
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(36,378 |
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(45,350 |
) |
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Total shareholders equity |
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123,423 |
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113,451 |
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Total liabilities and shareholders equity |
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$ |
339,164 |
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$ |
288,225 |
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Note: The balance sheet at March 31, 2007 has been derived from the audited consolidated financial
statements at that date but does not include all of the information and footnotes required by
accounting principles generally accepted in the United States of America for complete consolidated
financial statements.
See accompanying notes to consolidated financial statements.
3
NAVARRE CORPORATION
Consolidated Statements of Operations
(In thousands, except per share amounts)
(Unaudited)
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Three Months Ended |
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Nine Months Ended |
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December 31, |
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December 31, |
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2007 |
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2006 |
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2007 |
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2006 |
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Net sales |
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$ |
217,547 |
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$ |
195,424 |
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$ |
498,284 |
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$ |
486,488 |
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Cost of sales (exclusive of depreciation and amortization) |
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185,913 |
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162,717 |
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420,606 |
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402,725 |
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Gross profit |
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31,634 |
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32,707 |
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77,678 |
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83,763 |
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Operating expenses: |
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Selling and marketing |
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7,323 |
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7,916 |
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20,922 |
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22,148 |
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Distribution and warehousing |
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3,592 |
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4,048 |
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8,935 |
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9,475 |
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General and administrative |
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9,591 |
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9,646 |
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25,839 |
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25,724 |
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Bad debt expense |
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52 |
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85 |
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2,871 |
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Depreciation and amortization |
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2,506 |
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2,792 |
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7,047 |
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8,099 |
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Total operating expenses |
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23,012 |
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24,454 |
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62,828 |
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68,317 |
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Income from operations |
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8,622 |
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8,253 |
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14,850 |
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15,446 |
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Other income (expense): |
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Interest expense |
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(1,778 |
) |
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(2,061 |
) |
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(4,857 |
) |
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(5,988 |
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Interest income |
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43 |
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42 |
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167 |
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253 |
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Warrant expense |
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(251 |
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Other income (expense), net |
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60 |
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(80 |
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431 |
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21 |
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Net income before income tax |
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6,947 |
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6,154 |
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10,591 |
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9,481 |
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Income tax expense |
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(2,938 |
) |
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(2,354 |
) |
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(4,454 |
) |
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(3,690 |
) |
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Net income from continuing operations |
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4,009 |
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3,800 |
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6,137 |
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5,791 |
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Discontinued operations, net of tax |
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Gain on sale of discontinued operations |
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70 |
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4,714 |
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Income (loss) from discontinued operations |
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(176 |
) |
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251 |
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(1,879 |
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505 |
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Net income |
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$ |
3,903 |
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$ |
4,051 |
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$ |
8,972 |
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$ |
6,296 |
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Basic earnings per common share: |
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Continuing operations |
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$ |
.11 |
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$ |
.10 |
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$ |
.17 |
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$ |
.16 |
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Discontinued operations |
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$ |
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$ |
.01 |
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$ |
.08 |
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$ |
.02 |
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Net income |
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$ |
.11 |
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$ |
.11 |
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$ |
.25 |
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$ |
.18 |
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Diluted earnings per common share: |
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Continuing operations |
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$ |
.11 |
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$ |
.10 |
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$ |
.17 |
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$ |
.16 |
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Discontinued operations |
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$ |
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$ |
.01 |
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$ |
.08 |
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$ |
.01 |
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Net income |
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$ |
.11 |
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$ |
.11 |
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$ |
.25 |
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$ |
.17 |
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Weighted average shares outstanding: |
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Basic |
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36,143 |
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35,868 |
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36,080 |
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|
35,750 |
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Diluted |
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36,257 |
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36,271 |
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36,281 |
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36,205 |
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See accompanying notes to consolidated financial statements.
4
NAVARRE CORPORATION
Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
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Nine Months Ended |
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December 31, |
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2007 |
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2006 |
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Operating activities: |
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Net income |
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$ |
8,972 |
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$ |
6,296 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
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(Income) loss from discontinued operations |
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1,879 |
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(505 |
) |
Gain on sale of discontinued operations |
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(4,714 |
) |
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Depreciation and amortization |
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7,107 |
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8,182 |
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Amortization of deferred financing costs |
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243 |
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|
447 |
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Amortization of license fees |
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3,983 |
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5,295 |
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Amortization of production costs |
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2,163 |
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1,771 |
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Change in deferred revenue |
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229 |
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|
610 |
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Share-based compensation expense |
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|
826 |
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|
520 |
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Deferred income taxes |
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2,161 |
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(1,867 |
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Change in fair market value of warrants |
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|
251 |
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Deferred compensation |
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(607 |
) |
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|
811 |
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Other |
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(54 |
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|
250 |
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Changes in operating assets and liabilities: |
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Accounts receivable |
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(45,562 |
) |
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(44,812 |
) |
Inventories |
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(14,032 |
) |
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(4,686 |
) |
Prepaid expenses |
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(1,082 |
) |
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|
(4,063 |
) |
Income taxes receivable |
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|
799 |
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|
4,408 |
|
Other assets |
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1,118 |
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|
1,305 |
|
Production costs |
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(3,637 |
) |
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(2,777 |
) |
License fees |
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(8,158 |
) |
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(7,460 |
) |
Accounts payable |
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|
42,596 |
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|
45,724 |
|
Income taxes payable |
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|
733 |
|
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|
1,564 |
|
Accrued expenses |
|
|
2,017 |
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(3,394 |
) |
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Net cash (used in) provided by operating activities |
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(3,020 |
) |
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|
7,870 |
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Investing activities: |
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Purchases of property and equipment |
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(6,165 |
) |
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(4,232 |
) |
Purchases of intangible assets |
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(1,087 |
) |
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(1,234 |
) |
Purchases of marketable equity securities |
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(4,000 |
) |
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Other |
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(298 |
) |
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Net cash used in investing activities |
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(11,252 |
) |
|
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(5,764 |
) |
Financing activities: |
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Proceeds from note payable, line of credit |
|
|
136,773 |
|
|
|
44,297 |
|
Payments on note payable, line of credit |
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(126,812 |
) |
|
|
(44,297 |
) |
Payments on note payable |
|
|
(5,218 |
) |
|
|
(3,750 |
) |
Repayments of capital lease obligations |
|
|
(75 |
) |
|
|
(85 |
) |
Debt acquisition costs |
|
|
(240 |
) |
|
|
(75 |
) |
Proceeds from exercise of common stock options and warrants |
|
|
171 |
|
|
|
421 |
|
Other |
|
|
|
|
|
|
(131 |
) |
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities |
|
|
4,599 |
|
|
|
(3,620 |
) |
Discontinued operations: |
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities |
|
|
6,455 |
|
|
|
(2,050 |
) |
Proceeds from sale of discontinued operations |
|
|
6,500 |
|
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|
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|
Net increase (decrease) in cash |
|
|
3,282 |
|
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|
(3,564 |
) |
Cash at beginning of period |
|
|
966 |
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|
|
14,296 |
|
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Cash at end of period |
|
$ |
4,248 |
|
|
$ |
10,732 |
|
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|
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|
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|
Supplemental cash flow information: |
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Cash paid for (received from): |
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|
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|
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|
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Interest |
|
$ |
4,394 |
|
|
$ |
7,229 |
|
Income taxes, net of refunds |
|
|
495 |
|
|
|
(595 |
) |
Supplemental schedule of non-cash investing and financing activities: |
|
|
|
|
|
|
|
|
Purchase price adjustments affecting accounts receivable and gain on sale, net of tax |
|
|
70 |
|
|
|
|
|
Shares received for payment of tax withholding obligations |
|
|
28 |
|
|
|
|
|
Purchase price adjustments affecting accounts receivable and goodwill |
|
|
|
|
|
|
145 |
|
Reclassification of warrant accrual and temporary equity to common stock |
|
|
|
|
|
|
19,120 |
|
See accompanying notes to consolidated financial statements.
5
NAVARRE CORPORATION
Notes to Consolidated Financial Statements
(Unaudited)
Note 1 Organization and Basis of Presentation
Navarre Corporation (the Company or Navarre), publishes and distributes physical and
digital home entertainment and multimedia products, including PC software, CD audio, DVD video,
video games and accessories. The business is divided into two business segments publishing and
distribution. Through these business segments, the Company maintains and leverages strong
relationships throughout the publishing and distribution chain. The publishing business consists of
Encore Software, Inc. (Encore), BCI Eclipse Company, LLC (BCI), and FUNimation Productions,
Ltd. and animeOnline, Ltd. (together, FUNimation).
The accompanying unaudited consolidated financial statements of Navarre Corporation have been
prepared in accordance with accounting principles generally accepted in the United States of
America for interim financial information and with the instructions to Form 10-Q and Regulation
S-X. Accordingly, they do not include all of the information and footnotes required by accounting
principles generally accepted in the United States of America for complete consolidated financial
statements.
All intercompany accounts and transactions have been eliminated. In the opinion of the
Company, all adjustments (consisting of normal recurring accruals) considered necessary for a fair
presentation have been included.
Because of the seasonal nature of the Companys business, the operating results and cash flows
for the three and nine month periods ended December 31, 2007 are not necessarily indicative of the
results that may be expected for the fiscal year ending March 31, 2008. For further information,
refer to the consolidated financial statements and footnotes thereto included in Navarre
Corporations Annual Report on Form 10-K for the year ended March 31, 2007.
Certain prior year amounts have been reclassified to conform to the fiscal year 2008
presentation.
Basis of Consolidation
The consolidated financial statements include the accounts of Navarre Corporation and its
wholly-owned subsidiaries (collectively referred to herein as the Company).
Revenue Recognition
Revenue on products shipped is recognized when title and risk of loss transfers, delivery has
occurred, the price to the buyer is determinable and collectibility is reasonably assured. Service
revenues are recognized upon delivery of the services. Service revenues represented less than 10%
of total net sales for the three and nine months ended December 31, 2007 and 2006. The Company,
under specific conditions, permits its customers to return products. The Company records a reserve
for sales returns and other allowances against amounts due in order to reduce the net recognized
receivables to the amounts the Company reasonably believes will be collected. Reserves for returns
are based on the application of the Companys historical or anticipated gross profit percent
against sales returns. Reserves for sales discounts are based on historical or anticipated percent
of gross sales. Additionally, there are specific reserves for marketing programs.
The Companys distribution customers at times qualify for certain price protection benefits
from the Companys vendors. The Company serves as an intermediary to settle these amounts between
vendors and customers. The Company accounts for these amounts as reductions of revenue with
corresponding reductions in cost of sales.
The Companys publishing business at times provides certain price protection, promotional
monies, volume rebates and other incentives to customers. The Company records these amounts as
reductions in revenue.
6
FUNimations revenue is recognized upon meeting the recognition requirements of American
Institute of Certified Public Accountants Statement of Position 00-2 (SOP 00-2), Accounting by
Producers or Distributors of Films. Revenues from home video distribution are recognized, net of an
allowance for estimated returns, in the period in which the product is available for sale by the
Companys customers (generally upon shipment to the customer and in the case of new releases, after
street date restrictions lapse). Revenues from broadcast licensing and home video sublicensing
are recognized when the programming is available to the licensee and other recognition requirements
of SOP 00-2 are met. Revenues received in advance of availability are deferred until revenue
recognition requirements have been satisfied. Royalties on sales of licensed products are
recognized in the period earned. In all instances, provisions for uncollectible amounts are
provided for at the time of sale.
Recently Issued Accounting Pronouncements
In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157 (SFAS
157), Fair Value Measurements. SFAS 157 provides enhanced guidance for using fair value to measure
assets and liabilities. The statement provides a common definition of fair value and establishes a
framework to make the measurement of fair value in generally accepted accounting principles more
consistent and comparable. SFAS 157 also requires expanded disclosures to provide information about
the extent to which fair value is used to measure assets and liabilities, the methods and
assumptions used to measure fair value, and the effect of fair value measures on earnings. The
adoption of SFAS 157 is effective for the Company beginning April 1, 2008. The Company does not
expect the adoption of SFAS 157 will have a material impact on its financial condition, results of
operations and cash flows.
In February 2007, the FASB issued SFAS No. 159 (SFAS 159), The Fair Value Option for
Financial Assets and Financial LiabilitiesIncluding an Amendment of FASB Statement No. 115. SFAS
159 expands the use of fair value accounting but does not affect existing standards that require
assets or liabilities to be carried at fair value. Under SFAS 159, a company may elect to use fair
value to measure accounts and loans receivable, available-for-sale and held-to-maturity securities,
equity method investments, accounts payable, guarantees and issued debt. Other eligible items
include firm commitments for financial instruments that otherwise would not be recognized at
inception and non-cash warranty obligations where a warrantor is permitted to pay a third party to
provide the warranty goods or services. If the use of fair value is elected, any upfront costs and
fees related to the item must be recognized in earnings and cannot be deferred, e.g., debt issue
costs. The fair value election is irrevocable and generally made on an instrument-by-instrument
basis, even if a company has similar instruments that it elects not to measure based on fair value.
At the adoption date, unrealized gains and losses on existing items for which fair value has been
elected are reported as a cumulative adjustment to beginning retained earnings. Subsequent to the
adoption of SFAS 159, changes in fair value are recognized in earnings. SFAS 159 is effective for
the Company beginning April 1, 2008. The Company is currently determining whether fair value
accounting is appropriate for any of its eligible items. The impact, if any, SFAS 159 will have on
its financial condition, results of operations and cash flows is uncertain at this time.
On December 4, 2007, the FASB issued FASB Statement No. 160, Noncontrolling Interests in
Consolidated Financial Statements An Amendment of ARB No. 51 (Statement 160). Statement 160
establishes new accounting and reporting standards for the noncontrolling interest in a subsidiary
and for the deconsolidation of a subsidiary. Specifically, Statement 160 requires the recognition
of a noncontrolling interest (minority interest) as equity in the consolidated financial statements
and separate from the parents equity. The amount of net income attributable to the noncontrolling
interest will be included in consolidated net income on the face of the income statement. Statement
160 clarifies that changes in a parents ownership interest in a subsidiary that do not result in
deconsolidation are equity transactions if the parent retains its controlling financial interest.
In addition, Statement 160 requires that a parent recognize a gain or loss in net income when a
subsidiary is deconsolidated. Such gain or loss will be measured using the fair value of the
noncontrolling equity investment on the deconsolidation date. Statement 160 also includes expanded
disclosure requirements regarding the interests of the parent and its noncontrolling interest.
Statement 160 is effective for fiscal years, and interim periods within those fiscal years,
beginning with the quarter ended June 30, 2009. Earlier adoption is prohibited. The Company is
currently determining the impact, if any, SFAS 160 will have on its financial condition, results of
operations and cash flows.
7
On December 4, 2007, the FASB issued FASB Statement No. 141 (Revised 2007), Business
Combinations (FAS 141(R)). FAS 141(R) will significantly change the accounting for business
combinations. Under Statement 141(R), an acquiring entity will be required to recognize all the
assets acquired and liabilities assumed in a transaction at the acquisition-date fair value with
limited exceptions. FAS 141(R) will change the accounting treatment for certain specific items,
including:
|
|
|
Acquisition costs will generally be expensed as incurred; |
|
|
|
|
Noncontrolling interests (formerly known as minority interests will be valued at fair
value at the acquisition date); |
|
|
|
|
Acquired contingent liabilities will be recorded at fair value at the acquisition date
and subsequently measured at either the higher of such amount or the amount determined
under existing guidance for non-acquired contingencies; |
|
|
|
|
In-process research and development will be recorded at fair value as an
indefinite-lived intangible asset at the acquisition date; |
|
|
|
|
Restructuring costs associated with a business combination will be generally expensed
subsequent to the acquisition date; and |
|
|
|
|
Changes in deferred tax asset valuation allowances and income tax uncertainties after
the acquisition date generally will affect income tax expense. |
FAS 141(R) also includes a substantial number of new disclosure requirements. The statement
applies prospectively to business combinations for which the acquisition date is on or after the
beginning of the fiscal year ended March 31, 2009. Earlier adoption is prohibited. The Company is
currently determining the impact, if any, FAS 141(R) will have on its financial condition, results
of operations and cash flows.
Note 2 Discontinued Operations
On May 31, 2007, the Company sold all of the outstanding capital stock of Navarre
Entertainment Media, Inc. Accordingly, the Company has presented the independent music
distribution business as discontinued operations. The Company received $6.5 million in cash
proceeds from the sale, plus the assignment to the Company of $10.8 million net trade receivables
related to this business as of May 31, 2007. The Company will continue to liquidate the remaining
retained assets and liabilities during fiscal 2008.
As part of this transaction, the Company recorded a gain in the first quarter of fiscal 2008
of $6.1 million ($4.6 million net of tax), which included severance and legal costs of $339,000 and
other direct costs to sell of $842,000. The gain is included in Gain on sale of discontinued
operations in the Consolidated Statements of Operations.
During the third quarter of fiscal 2008, the Company adjusted the carrying value of the assets
and liabilities of discontinued operations by $116,000 ($70,000 net of tax) to reflect settled
contingencies. The additional gain is included in Gain on sale of discontinued operations in the
Consolidated Statement of Operations.
The Companys consolidated financial statements have been reclassified to segregate the
assets, liabilities and operating results of the discontinued operations for all periods presented.
Prior to reclassification, the discontinued operations were reported in the distribution operating
segment. The summary of operating results from discontinued operations is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
December 31, |
|
|
December 31, |
|
|
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
Net sales |
|
$ |
10 |
|
|
$ |
14,824 |
|
|
$ |
5,098 |
|
|
$ |
43,248 |
|
Net income (loss) from discontinued operations, before income tax |
|
|
(367 |
) |
|
|
407 |
|
|
|
(3,202 |
) |
|
|
831 |
|
Income tax benefit (expense) |
|
|
191 |
|
|
|
(156 |
) |
|
|
1,323 |
|
|
|
(326 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) from discontinued operations, net of tax |
|
$ |
(176 |
) |
|
$ |
251 |
|
|
$ |
(1,879 |
) |
|
$ |
505 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
No interest expense was allocated to the operating results of discontinued operations.
8
The major classes of assets and liabilities of discontinued operations as of December 31, 2007
and March 31, 2007 were as follows:
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
March 31, |
|
|
|
2007 |
|
|
2007 |
|
Accounts receivable |
|
$ |
|
|
|
$ |
15,175 |
|
Inventory |
|
|
|
|
|
|
3,436 |
|
Prepaid expenses and other current assets |
|
|
|
|
|
|
2,694 |
|
Deferred tax assets current |
|
|
210 |
|
|
|
584 |
|
|
|
|
|
|
|
|
Current assets of discontinued operations |
|
|
210 |
|
|
|
21,889 |
|
Intangible assets, net of amortization |
|
|
|
|
|
|
343 |
|
|
|
|
|
|
|
|
Total assets of discontinued operations |
|
$ |
210 |
|
|
$ |
22,232 |
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
273 |
|
|
$ |
12,075 |
|
Accrued expenses |
|
|
573 |
|
|
|
673 |
|
|
|
|
|
|
|
|
Current liabilities of discontinued operations |
|
$ |
846 |
|
|
$ |
12,748 |
|
|
|
|
|
|
|
|
Note 3 Marketable Securities
Marketable securities at December 31, 2007 consist of government agency bonds and a money
market fund. The Company classifies these securities as available-for-sale and records these at
fair value. Unrealized holding gains and losses on available-for-sale securities are excluded from
income and are reported as a separate component of shareholders equity until realized. A decline
in the market value of any available-for-sale security below cost that is deemed other than
temporary is charged to income, resulting in the establishment of a new cost basis for the
security.
The fair value of securities is determined by quoted market prices. Dividend and interest
income are recognized when earned. Realized gains and losses for securities classified as
available-for-sale are included in income and are derived using the specific identification method
for determining the cost of the securities sold.
Available-for-sale securities consisted of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2007 |
|
|
|
|
|
|
|
Gross |
|
|
Gross |
|
|
|
Estimated fair |
|
|
unrealized |
|
|
unrealized |
|
|
|
value |
|
|
holding gains |
|
|
holding losses |
|
Available-for-sale: |
|
|
|
|
|
|
|
|
|
|
|
|
Government agency bonds |
|
$ |
2,004 |
|
|
$ |
|
|
|
$ |
|
|
Money market fund |
|
|
2,083 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
4,087 |
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
There were no unrealized holding gains or losses or realized gains or losses for the period
ended December 31, 2007.
The marketable securities are held in a rabbi trust which was established for the future
payment of deferred compensation (see further discussion in Note 21) for a former chief executive
officer. The marketable securities are classified in the Consolidated Balance Sheets as current and
non-current in accordance with the scheduled payout of the deferred compensation and are restricted
to use only for the settlement of the deferred compensation liability. As of December 31, 2007,
$1.4 million and $2.7 million were classified as current and non-current marketable securities,
respectively. Contractual maturities of available-for-sale debt securities at December 31, 2007
ranged between January 2008 and November 2009.
Note 4 Share-Based Compensation
The Company has two equity compensation plans: the Navarre Corporation 1992 Stock Option Plan
and the Navarre Corporation 2004 Stock Plan (collectively, the Plans). The 1992 Plan expired on
July 1, 2006, and no further grants are allowed after this date. The 2004 Plan provides for equity
awards, including stock options, restricted stock and restricted stock units. These Plans are
described in detail in the Companys Annual Report filed on Form 10-K for the fiscal year ended
March 31, 2007.
9
Stock Options
Option activity for the Plans for the nine months ended December 31, 2007 is summarized as
follows (in thousands, except options, contractual term, and exercise price amounts):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
average |
|
|
|
|
|
|
|
|
|
|
average |
|
|
remaining |
|
|
Aggregate |
|
|
|
Number of |
|
|
exercise |
|
|
contractual |
|
|
intrinsic |
|
|
|
options |
|
|
price |
|
|
term |
|
|
value |
|
Options outstanding, March 31, 2007: |
|
|
3,601,700 |
|
|
$ |
6.92 |
|
|
|
|
|
|
|
|
|
Granted |
|
|
404,000 |
|
|
|
2.73 |
|
|
|
|
|
|
|
|
|
Exercised |
|
|
(220,248 |
) |
|
|
1.51 |
|
|
|
|
|
|
|
|
|
Canceled |
|
|
(419,252 |
) |
|
|
7.01 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options outstanding, December 31, 2007 |
|
|
3,366,200 |
|
|
$ |
6.76 |
|
|
|
7.6 |
|
|
$ |
125 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options exercisable, December 31, 2007 |
|
|
2,403,272 |
|
|
$ |
8.00 |
|
|
|
7.0 |
|
|
$ |
101 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares available for future grant, December 31, 2007 |
|
|
1,763,899 |
|
|
|
|
|
|
|
|
|
|
|
|
|
The total intrinsic value of stock options exercised during the nine months ended December 31,
2007 and 2006 were $541,000 and $649,000, respectively. The aggregate intrinsic value in the
preceding table represents the total pretax intrinsic value, based on the Companys closing stock
price of $2.08 as of December 31, 2007, which could have been received by the option holders had
all option holders exercised their options as of that date. The total number of in-the-money
options exercisable as of December 31, 2007 and 2006 was 584,810 and 429,500 options, respectively.
As of December 31, 2007, total compensation cost related to non-vested stock options not yet
recognized was $1.8 million. This amount is expected to be recognized over the next 1.50 years on a
weighted-average basis.
During the nine months ended December 31, 2007 and 2006, the Company received cash from the
exercise of stock options totaling $171,000 and $421,000, respectively. There was no excess tax
benefit recorded for the tax deductions related to stock options during the nine months ended
December 31, 2007 and 2006.
Restricted Stock
Restricted stock granted to employees presently has a vesting period of three years and
expense is recognized on a straight-line basis over the vesting period. The value of the restricted
stock is established by the market price on the date of grant or if based on performance criteria,
on the date which it is determined the performance criteria will be met. Restricted stock award
vesting is based on service criteria or achievement of performance targets. All restricted stock
awards are settled in shares of common stock.
A summary of the Companys restricted stock activity as of December 31, 2007 and of changes
during the nine months ended December 31, 2007 is summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
Weighted |
|
|
average |
|
|
|
|
|
|
|
average |
|
|
remaining |
|
|
|
|
|
|
|
grant date |
|
|
contractual |
|
|
|
Shares |
|
|
fair value |
|
|
term |
|
Unvested, beginning of period: |
|
|
120,000 |
|
|
$ |
4.68 |
|
|
|
1.59 |
|
Granted |
|
|
131,000 |
|
|
|
2.41 |
|
|
|
|
|
Vested |
|
|
(73,333 |
) |
|
|
4.41 |
|
|
|
|
|
Forfeited |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unvested, end of period |
|
|
177,677 |
|
|
$ |
3.00 |
|
|
|
9.59 |
|
|
|
|
|
|
|
|
|
|
|
10
The total fair value of shares vested during the nine months ended December 31, 2007 and 2006
was $271,000 and $26,000, respectively. The weighted average fair value of restricted stock
granted for the nine months ended December 31, 2006 was $4.66.
As of December 31, 2007 total compensation cost related to non-vested restricted stock awards
not yet recognized was $503,000. This amount is expected to be recognized over the next 1.70 years,
on a weighted-average basis. There was no excess tax benefit recorded for the tax deductions
related to restricted stock during the nine month periods ended December 31, 2007 and 2006.
Restricted Stock Units
On April 1, 2006, the Company awarded restricted stock units to certain key employees. Receipt
of the stock units is contingent upon the Company meeting a three year Total Shareholder Return
(TSR) target relative to an external market condition and meeting the service condition. Each
participant was granted a base number of units. The units, as determined at the end of the
performance year (fiscal 2007), will be issued at the end of the third year (fiscal 2009) if the
Companys average TSR target is achieved for the fiscal period 2007 through 2009. The total number
of base units granted for fiscal 2007 was 66,000. The amount expensed for each of the nine months
ended December 31, 2007 and 2006 was $85,000 based upon the number of units granted.
The restricted stock units estimated fair value is calculated based upon the closing market
price on the last trading day preceding the date of award and is charged to earnings on a
straight-line basis over the three year period. After vesting, the restricted stock units will be
settled by the issuance of Company common stock certificates in exchange for the restricted stock
units.
Valuation and Expense Information Under SFAS 123R
The Company uses the Black-Scholes option pricing model to calculate the grant-date fair value
of an award. The fair value of options granted during the three and nine months ended December 31,
2006 and 2007 were calculated using the following assumptions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Nine Months Ended |
|
|
December 31, |
|
December 31, |
|
December 31, |
|
December 31, |
|
|
2007 |
|
2006 |
|
2007 |
|
2006 |
Expected life (in years) |
|
|
5.0 |
|
|
|
5.0 |
|
|
|
5.0 |
|
|
|
5.0 |
|
Expected volatility |
|
|
67 |
% |
|
|
69 |
% |
|
|
67 |
% |
|
|
69 |
% |
Risk-free interest rate |
|
|
3.83 |
% |
|
|
4.55 |
% |
|
|
4.00 |
% |
|
|
4.60 |
% |
Expected dividend yield |
|
|
0.0 |
% |
|
|
0.0 |
% |
|
|
0.0 |
% |
|
|
0.0 |
% |
Weighted-average fair value of grants |
|
$ |
1.40 |
|
|
$ |
3.00 |
|
|
$ |
1.61 |
|
|
$ |
2.94 |
|
Expected life uses historical employee exercise and option expiration data to estimate the
expected life assumption for the Black-Scholes grant-date valuation. The Company believes that this
historical data is currently the best estimate of the expected term of a new option. The Company
uses a weighted-average expected life for all awards. As part of its SFAS 123R adoption, the
Company examined its historical pattern of option exercises in an effort to determine if there were
any discernable activity patterns based on certain employee populations. From this analysis, the
Company identified one employee population. Expected volatility uses the Company stocks historical
volatility for the same period of time as the expected life. The Company has no reason to believe
that its future volatility will differ from the past. The risk-free interest rate is based on the
U.S. Treasury rate in effect at the time of the grant for the same period of time as the expected
life. Expected dividend yield is zero, as the Company historically has not paid dividends.
Share-based compensation expense related to employee stock options, restricted stock and
restricted stock units under SFAS 123R, net of estimated forfeitures, for the three and nine months
ended December 31, 2007 was $259,000 and $826,000, respectively. Share-based compensation expense
related to employee stock options, restricted stock and restricted stock units under SFAS 123R for
the three and nine months ended December 31, 2006 was $220,000 and $520,000, respectively. These
amounts are included in general and administrative expenses in the Consolidated Statements of
Operations. No amount of share-based compensation was capitalized.
11
Note 5 Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per share:
(In thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
December 31, |
|
|
December 31, |
|
|
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income from continuing operations |
|
$ |
4,009 |
|
|
$ |
3,800 |
|
|
$ |
6,137 |
|
|
$ |
5,791 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator for basic earnings per shareweighted-average shares |
|
|
36,143 |
|
|
|
35,868 |
|
|
|
36,080 |
|
|
|
35,750 |
|
Equivalent shares from share-based compensation plans |
|
|
114 |
|
|
|
403 |
|
|
|
201 |
|
|
|
455 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator for diluted earnings per shareadjusted
weighted-average shares |
|
|
36,257 |
|
|
|
36,271 |
|
|
|
36,281 |
|
|
|
36,205 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings per share from continuing operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
.11 |
|
|
$ |
.10 |
|
|
$ |
.17 |
|
|
$ |
.16 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
$ |
.11 |
|
|
$ |
.10 |
|
|
$ |
.17 |
|
|
$ |
.16 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based compensation awards for which total employee proceeds, including unrecognized
compensation, exceed the average market price over the applicable period have an anti-dilutive
effect on earnings per share, and accordingly, are excluded from the calculation of diluted
earnings per share. Share-based compensation awards of 2.9 million shares for both the three and
nine month periods ended December 31, 2007 were excluded from the diluted earnings per share
calculation as they were anti-dilutive. Share-based compensation awards of 2.8 million and 2.5
million shares for the three and nine month periods ended December 31, 2006, respectively, were
excluded from the diluted earnings per share calculation as they were anti-dilutive.
The effect of the inclusion of warrants for the three and nine months ended December 31, 2007
and 2006 would have been anti-dilutive. Approximately 1.6 million warrants were excluded for the
three and nine month periods ended December 31, 2007 and 2006, because the exercise prices of the
warrants was greater than the average price of the Companys common stock and therefore their
inclusion would have been anti-dilutive.
Note 6 Comprehensive Income
Other comprehensive income pertained to net unrealized gains and losses on hedge derivatives
used to hedge interest rates on bank debt that are not included in net income but rather are
recorded directly in shareholders equity (see further discussion Note 17). There were no hedge
derivatives at December 31, 2007.
(In thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
December 31, |
|
|
December 31, |
|
|
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
Net income |
|
$ |
3,903 |
|
|
$ |
4,051 |
|
|
$ |
8,972 |
|
|
$ |
6,296 |
|
Net unrealized gain on hedge derivatives, net of tax |
|
|
|
|
|
|
(18 |
) |
|
|
|
|
|
|
18 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
$ |
3,903 |
|
|
$ |
4,033 |
|
|
$ |
8,972 |
|
|
$ |
6,314 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The changes in other comprehensive income were primarily non-cash items.
Note 7 Shareholders Equity
The Company has 10,000,000 shares of preferred stock, no par value, which is authorized. No
preferred shares are issued or outstanding.
12
Note 8 Accounts Receivable
Accounts receivable consisted of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
March 31, |
|
|
|
2007 |
|
|
2007 |
|
Trade receivables |
|
$ |
130,639 |
|
|
$ |
86,903 |
|
Vendor receivables |
|
|
939 |
|
|
|
447 |
|
Other receivables |
|
|
1,484 |
|
|
|
1,543 |
|
|
|
|
|
|
|
|
|
|
$ |
133,062 |
|
|
$ |
88,893 |
|
Less: allowance for doubtful accounts and sales discounts |
|
|
6,304 |
|
|
|
6,301 |
|
Less: allowance for sales returns, net margin impact |
|
|
10,587 |
|
|
|
11,983 |
|
|
|
|
|
|
|
|
Total |
|
$ |
116,171 |
|
|
$ |
70,609 |
|
|
|
|
|
|
|
|
Note 9 Prepaid Expenses and Other Assets
Prepaid expenses and other assets consisted of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
March 31, |
|
|
|
2007 |
|
|
2007 |
|
Prepaid royalties |
|
$ |
11,189 |
|
|
$ |
9,621 |
|
Other |
|
|
1,019 |
|
|
|
1,505 |
|
|
|
|
|
|
|
|
Total |
|
$ |
12,208 |
|
|
$ |
11,126 |
|
|
|
|
|
|
|
|
Note 10 Inventories
Inventories consisted of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
March 31, |
|
|
|
2007 |
|
|
2007 |
|
Finished products |
|
$ |
41,554 |
|
|
$ |
27,313 |
|
Consigned inventory |
|
|
2,612 |
|
|
|
3,790 |
|
Raw materials |
|
|
6,657 |
|
|
|
5,688 |
|
|
|
|
|
|
|
|
Total |
|
$ |
50,823 |
|
|
$ |
36,791 |
|
|
|
|
|
|
|
|
Consigned inventory represents the Companys inventory at customers where revenue recognition
criteria have not been met.
Note 11 License Fees
License fees consisted of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
March 31, |
|
|
|
2007 |
|
|
2007 |
|
License fees |
|
$ |
36,454 |
|
|
$ |
28,297 |
|
Less: accumulated amortization |
|
|
16,670 |
|
|
|
12,688 |
|
|
|
|
|
|
|
|
|
|
$ |
19,784 |
|
|
$ |
15,609 |
|
|
|
|
|
|
|
|
Amortization of license fees for the three and nine month periods ended December 31, 2007 were
$1.2 million and $4.0 million, respectively, and for the three and nine month periods ended
December 31, 2006 were $2.0 million and $5.3 million, respectively. These amounts have been
included in royalty expense in cost of sales in the accompanying Consolidated Statements of
Operations.
License fees represent advance payments made to program suppliers for exclusive distribution
rights. A program suppliers share of distribution revenues (participation cost) is retained by
the Company until the share equals the license fees paid to the program supplier, and in some
cases, recoupable production costs. Thereafter, any excess is paid to the program supplier.
13
License fees are amortized as recouped by the Company, which equals participation costs earned
by the program suppliers. Participation costs are accrued in the same ratio that current period
revenue for a title or group of titles bears to the estimated remaining unrecognized ultimate
revenue for that title, as defined by SOP 00-2. When estimates of total revenues and costs indicate
that an individual title will result in an ultimate loss, an impairment charge is recognized to the
extent that license fees and production costs exceed estimated fair value, based on cash flows, in
the period when such estimate is made.
Note 12 Production Costs
Production costs consisted of the following and are included in Other assets (in thousands):
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
March 31, |
|
|
|
2007 |
|
|
2007 |
|
Production costs |
|
$ |
13,209 |
|
|
$ |
9,572 |
|
Less: accumulated amortization |
|
|
6,318 |
|
|
|
4,155 |
|
|
|
|
|
|
|
|
|
|
$ |
6,891 |
|
|
$ |
5,417 |
|
|
|
|
|
|
|
|
Amortization of production costs for the three and nine month periods ended December 31, 2007
were $951,000, and $2.2 million, respectively, and for the three and nine month periods ended
December 31, 2006 were $689,000 and $1.8 million, respectively. These amounts have been included in
cost of sales in the accompanying Consolidated Statements of Operations.
Production costs represent unamortized costs of films and television programs, which have been
produced by the Company or for which the Company has acquired distribution rights. Costs of
produced films and television programs include all production costs, which are expected to be
recovered from future revenues. Amortization of production costs is determined based on the ratio
that current revenue earned from the films and television programs bear to the ultimate future
revenue, as defined by SOP 00-2. When estimates of total revenues and costs indicate that an
individual title will result in an ultimate loss, an impairment charge is recognized to the extent
that license fees and production costs exceed estimated fair value, based on discounted cash flows,
in the period when estimated.
Note 13 Property and Equipment
Property and equipment consisted of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
March 31, |
|
|
|
2007 |
|
|
2007 |
|
Land and buildings |
|
$ |
1,623 |
|
|
$ |
1,623 |
|
Furniture and fixtures |
|
|
1,332 |
|
|
|
1,111 |
|
Computer and office equipment |
|
|
14,534 |
|
|
|
6,425 |
|
Warehouse equipment |
|
|
9,564 |
|
|
|
9,103 |
|
Production equipment |
|
|
704 |
|
|
|
520 |
|
Leasehold improvements |
|
|
2,104 |
|
|
|
1,913 |
|
Construction in progress |
|
|
1,114 |
|
|
|
4,133 |
|
|
|
|
|
|
|
|
Total |
|
$ |
30,975 |
|
|
$ |
24,828 |
|
Less: accumulated depreciation and amortization |
|
|
13,633 |
|
|
|
10,786 |
|
|
|
|
|
|
|
|
Net property and equipment |
|
$ |
17,342 |
|
|
$ |
14,042 |
|
|
|
|
|
|
|
|
In accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived
Assets and SFAS No. 146, Accounting for Costs Associated With Exit or Disposal Activities, the
Company accelerated the lease payments of a California property no longer in use. During the third
quarter of fiscal 2008, the Company recorded $60,000 in rent expense, which includes the maximum
future lease expense of $169,000, offset by estimated sublease rentals of $109,000.
Additionally, the Company recorded non-cash impairment charges of $24,000 related to the
vacated lease, which reflect the book value of leasehold improvements remaining at the property
that the Company was not actively selling. These impairment charges were recorded in depreciation
and amortization for the third quarter of fiscal 2008.
14
Note 14 Goodwill and Intangible Assets
Goodwill
As of December 31, 2007 and March 31, 2007, goodwill was $81.7 million. There were no changes
to goodwill during the first nine months of fiscal 2008.
Intangible assets
Other identifiable intangible assets, net of amortization, of $11.1 million and $14.2 million
as of December 31, 2007 and March 31, 2007, respectively, are being amortized (except for the
trademark) over useful lives ranging from between three and seven and one half years and are as
follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2007 |
|
|
|
Gross carrying |
|
|
Accumulated |
|
|
|
|
|
|
amount |
|
|
amortization |
|
|
Net |
|
Masters |
|
$ |
9,156 |
|
|
$ |
6,031 |
|
|
$ |
3,125 |
|
License relationships |
|
|
20,078 |
|
|
|
13,718 |
|
|
|
6,360 |
|
Domain name |
|
|
70 |
|
|
|
16 |
|
|
|
54 |
|
Other (not amortized) |
|
|
1,568 |
|
|
|
|
|
|
|
1,568 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
30,872 |
|
|
$ |
19,765 |
|
|
$ |
11,107 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of March 31, 2007 |
|
|
|
Gross carrying |
|
|
Accumulated |
|
|
|
|
|
|
amount |
|
|
amortization |
|
|
Net |
|
Masters |
|
$ |
8,069 |
|
|
$ |
4,542 |
|
|
$ |
3,527 |
|
License relationships |
|
|
20,078 |
|
|
|
11,038 |
|
|
|
9,040 |
|
Domain name |
|
|
70 |
|
|
|
8 |
|
|
|
62 |
|
Other (not amortized) |
|
|
1,568 |
|
|
|
|
|
|
|
1,568 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
29,785 |
|
|
$ |
15,588 |
|
|
$ |
14,197 |
|
|
|
|
|
|
|
|
|
|
|
Aggregate amortization expense for the three and nine month periods ended December 31, 2007
were $1.4 million and $4.2 million, respectively, and for the three and nine month periods ended
December 31, 2006 were $2.0 million and $5.9 million, respectively.
Based on the intangibles in service as of December 31, 2007, estimated future amortization
expense is as follows (in thousands):
|
|
|
|
|
Remainder of fiscal 2008 |
|
$ |
1,403 |
|
2009 |
|
|
4,665 |
|
2010 |
|
|
2,403 |
|
2011 |
|
|
532 |
|
2012 |
|
|
237 |
|
Thereafter |
|
|
303 |
|
15
Debt issuance costs
Debt issuance costs are amortized over the life of the related debt and are included in Other
assets. Debt issuance costs totaled $1.2 million and $990,000 at December 31, 2007 and March 31,
2007, respectively. Accumulated amortization amounted to approximately $248,000 and $5,000 at
December 31, 2007 and March 31, 2007, respectively. Amortization expense is included in interest
expense in the accompanying Consolidated Statements of Operations.
Note 15 Accrued Expenses
Accrued expenses consisted of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
March 31, |
|
|
|
2007 |
|
|
2007 |
|
Compensation and benefits |
|
$ |
3,218 |
|
|
$ |
4,112 |
|
Royalties |
|
|
6,504 |
|
|
|
4,172 |
|
Rebates |
|
|
2,886 |
|
|
|
2,091 |
|
Interest |
|
|
623 |
|
|
|
160 |
|
Other |
|
|
2,621 |
|
|
|
3,043 |
|
|
|
|
|
|
|
|
Total |
|
$ |
15,852 |
|
|
$ |
13,578 |
|
|
|
|
|
|
|
|
Note 16 Bank Financing and Debt
In March 2007, the Company entered into a credit agreement with General Electric Capital
Corporation for a senior secured, three-year $95.0 million revolving credit facility which expires
on March 22, 2010. The revolving facility is available to the Company for working capital and
general corporate needs and is subject to a borrowing base requirement. The revolving facility is
secured by a first priority security interest in all of the assets, as well as the capital stock of
the Companys subsidiary companies.
The Company entered into a term loan facility with Monroe Capital Advisors, LLC as
administrative agent, agent and lender on March 22, 2007. The credit agreement currently provides
for a four-year $15.0 million Term Loan facility which expires on March 22, 2011. The Term Loan
facility calls for monthly installments of $12,500 and a final payment of $14.6 million on March
22, 2011. The facility is secured by a second priority security interest in all of the assets of
the Company.
In association with the credit agreements, the Company also pays certain facility and agent
fees. Interest under the revolving facility was at the index rate and LIBOR rates plus 1.0% and
2.25%, respectively at December 31, 2007 and .75% and 2.0%, respectively at March 31, 2007 (8.25%
and 7.2% at December 31, 2007 and 9.0% and 7.3% at March 31, 2007, respectively) and is payable
monthly. As of December 31, 2007 and March 31, 2007 the Company owed $49.0 million and $39.0
million, respectively, under the revolving working capital facility. Interest under the Term Loan
facility was at the LIBOR rate plus 7.5% at December 31, 2007 and March 31, 2007 (12.3% as of
December 31, 2007 and 12.8% as of March 31, 2007). The amounts owed under the Term Loan facility
were $9.8 million and $15.0 million at December 31, 2007 and March 31, 2007, respectively.
Under both of the credit agreements, the Company is required to meet certain financial and
non-financial covenants. The financial covenants include a variety of financial metrics that are
used to determine our overall financial stability and include limitations on our capital
expenditures, a minimum ratio of EBITDA to fixed charges, a minimum EBITDA, and a maximum of
indebtedness to EBITDA. The Company was in compliance with all the covenants related to the credit
facilities as of December 31, 2007.
Long-term debt consisted of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
March 31, |
|
|
|
2007 |
|
|
2007 |
|
Note payable |
|
$ |
9,782 |
|
|
$ |
15,000 |
|
Less: current portion |
|
|
150 |
|
|
|
150 |
|
|
|
|
|
|
|
|
Total longterm debt |
|
$ |
9,632 |
|
|
$ |
14,850 |
|
|
|
|
|
|
|
|
16
Letters of Credit
The Company is party to letters of credit totaling $250,000 related to a vendor at December
31, 2007. In the Companys past experience, no claims have been made against these financial
instruments.
Note 17 2006 Private Placement
On March 21, 2006 (the Closing Date), the Company completed a private placement (the PIPE)
to institutional and other accredited investors of 5,699,998 shares of common stock and 1,596,001
shares of common stock issuable upon exercise of warrants. The Company sold the securities for
$3.50 per share for total proceeds of approximately $20.0 million and net proceeds of approximately
$18.5 million. The per share price of $3.50 represented a discount of approximately 8.4% of the
closing market price of the Companys common stock on the date the purchase was completed. The
warrants issued to the 2006 placement investors were five-year warrants exercisable at any time
after the sixth month anniversary of the date of issuance at $5.00 per share. As of December 31,
2007 and March 31, 2007, 1,596,001 warrants were outstanding related to this issuance, which
includes a warrant to purchase 171,000 shares issued by the Company to its agent in the private
placement, Craig-Hallum Capital Group, LLC.
In accordance with the terms of the PIPE, the Company was required to file with the SEC,
within thirty (30) days from the Closing Date, a registration statement covering the common shares
issued and issuable pursuant to the warrants sold in the PIPE. The Company was also required to
cause the registration statement to become effective on or before August 18, 2006 and to use its
best efforts to maintain the effectiveness of the registration. The Company was subject to
liquidated damages of one percent (1%) per month of the aggregate gross proceeds ($20.0 million)
with a 9% cap, as to the total liquidated damages, if the Company failed to cause the registration
statement to become effective prior to August 18, 2006, or if, following its having been declared
effective, it should cease to be effective prior to the expiration of a period of time as is set
forth in the registration rights agreement between the Company and the PIPE purchasers. As the
registration statement was declared effective by the Securities and Exchange Commission (SEC) on
July 27, 2006 and the registration statement remains effective, the Company has not been required
to pay any liquidated damages.
The warrants, which were issued together with the common stock, have a term of five years, and
provide the investors the option to require the Company to repurchase the warrants for a purchase
price, payable in cash within five (5) business days after such request, equal to the Black Scholes
value of any unexercised warrant shares, but only if, while the warrants are outstanding, the
Company initiates the following change in control transactions: (i) the Company effects any merger
or consolidation, (ii) the Company effects any sale of all or substantially all of its assets,
(iii) any tender offer or exchange offer is completed whereby holders of the Companys common stock
are permitted to tender or exchange their shares for other securities, cash or property, or (iv)
the Company effects any reclassification of the Companys common stock whereby it is effectively
converted into or exchanged for other securities, cash or property. In addition, the Company has
the right after the first anniversary date of the warrant to require exercise of the warrant if,
among other things, the volume weighted average price of the Companys common stock exceeds $8.50
per share for each of 30 consecutive trading days.
Under EITF 00-19 Accounting for Derivative Financial Instruments Indexed to, and Potentially
Settled in, a Companys Own Stock (EITF 00-19), the fair value of the warrants issued in the PIPE
transaction were reported as a liability and the value of the common stock was reported as
temporary equity due to the requirement to net-cash settle the transaction.
The fair value of the warrants was determined using a lattice valuation model. The assumptions
utilized in computing the fair value of the warrants were as follows at September 30, 2006:
expected life of 5 years, estimated volatility of 70%, a risk free interest rate of 4.6% and a call
option of $8.50 one year after the Closing Date. On the Closing Date, the common stock was recorded
at approximately $16.6 million, (the difference between the net proceeds and the fair value of the
warrants) and was recorded in temporary equity on the Consolidated Balance Sheets. The warrants
were considered a derivative financial instrument and were marked to fair value on a quarterly
basis. Any changes in fair value of the warrants were recorded through the Consolidated Statement
of Operations as other income (expense). For the nine months ended December 31, 2006, the Company
recognized an expense of $251,000 associated with the fair value adjustment of the warrants. The
Company reclassified the $16.6 million of temporary equity to equity as of July 27, 2006, as the
shares were registered with the effectiveness of the registration statement. The Company marked the
value of the warrants to market as of July 27, 2006 and reclassified the warrant accrual balance to
equity at that time.
17
Note 18 Income Taxes
In July 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in Income
Taxes, an interpretation of FASB Statement No. 109 (FIN 48). FIN 48 became effective for the
Company as of April 1, 2007. FIN 48 defines the threshold for recognizing the benefits of tax
positions in the financial statements as more-likely-than-not to be sustained upon examination.
The interpretation also provides guidance on the de-recognition, measurement and classification of
income tax uncertainties, along with any related interest and penalties. FIN 48 also requires
expanded disclosure at the end of each annual reporting period including a tabular reconciliation
of unrecognized tax benefits.
The Company adopted the provisions of FIN 48 on April 1, 2007. The adoption of FIN 48 did not
result in an impact to retained earnings for the Company. At adoption, the Company had
approximately $417,000 of gross unrecognized income tax benefits (UTBs) and approximately
$327,000 of UTBs, net of deferred federal and state income tax benefits, related to various
federal and state matters, that would impact the effective tax rate if recognized. The Company
recognizes interest accrued related to UTBs in the provision for income taxes. As of April 1,
2007, interest accrued was approximately $26,000. During the nine months ended December 31, 2007,
an additional $258,000 of UTBs were accrued, which is net of $58,000 of deferred federal and state
income tax benefits. As of December 31, 2007, interest accrued was $53,000 and total UTBs, net of
deferred federal and state income tax benefits, was $585,000.
The Companys federal income tax returns for tax years ending in 2004 through 2007 remain
subject to examination by tax authorities. The Company files in numerous state jurisdictions with
varying statues of limitations. The Companys unrecognized state tax benefits are related to state
returns that remain subject to examination by tax authorities from tax years ending in 2003 through
2007. The Company does not anticipate that the total unrecognized tax benefits will significantly
change prior to March 31, 2008.
For the three months ended December 31, 2007 and 2006, the Company recorded income tax expense
from continuing operations of $2.9 million and $2.4 million, respectively. The effective income tax
rate for the three months ended December 31, 2007 was 42.4%, compared to 38.3% for the three months
ended December 31, 2006. For the nine months ended December 31, 2007 and 2006, the Company recorded
income tax expense from continuing operations of $4.5 million and $3.7 million, respectively. The
effective income tax rate for the nine months ended December 31, 2007 was 42.1%, compared to 38.9%
for the nine months ended December 31, 2006. The effective tax rate for the nine months ended
December 31, 2007 was higher primarily due to the expensing of incentive stock options under SFAS
123R, Share-Based Payment and increased state taxes.
For the three months ended December 31, 2007 and 2006, the Company recorded income tax benefit
from discontinued operations of $191,000 and income tax expense from discontinued operations of
$156,000, respectively. The effective income tax rate for the three months ended December 31, 2007
was 51.9%, compared to 38.3% for the three months ended December 31, 2006. For the nine months
ended December 31, 2007 and 2006, the Company recorded income tax expense from discontinued
operations of $210,000 and $326,000, respectively. The effective income tax rate for the nine
months ended December 31, 2007 was 6.9%, compared to 38.9% for the nine months ended December 31,
2006. The Company reversed its $1.0 million valuation allowance related to its capital loss
carryforward in the first quarter of fiscal 2008. The sale of the Companys discontinued operations
resulted in a net capital gain, which allowed for the utilization of prior capital losses. The
reversal of the valuation allowance is reflected in discontinued operations in the Consolidated
Statements of Operations.
The Companys overall effective tax rate was 41.8% for the three months ended December 31,
2007 compared to 38.3% for the same period last year. The Companys overall effective tax rate was
34.2% for the nine months ended December 31, 2007 compared to 38.9% for the same period last year.
It has been determined, based on expectations of future taxable income, that a valuation
reserve is not required. Management has determined that it is more likely than not that the results
of future operations will generate sufficient taxable income to realize the deferred tax assets.
18
Note 19 License and Distribution Agreement
The Company has a license and distribution agreement (Agreement) with a vendor. The
Agreement contains provisions for a license fee and target payments. The Company will incur royalty
expense for the license fee based on product sales for the year. License fee royalties were $1.5
million and $3.8 million for the three and nine months ended December 31, 2007, respectively, and
$1.6 million and $4.7 million for the three and nine months ended December 31, 2006, respectively,
and are reflected in cost of sales in the Consolidated Statements of Operations. As of December 31,
2007 and March 31, 2007, $2.9 million and $2.8 million, respectively, in target payments are
reflected in prepaid assets in the Consolidated Balance Sheets. The target payments are
non-refundable, but are offset by royalties earned in order to recoup the payments. The Company
monitors these prepaid assets for potential impairment based on sales activity with products
provided to it under this Agreement.
Note 20 Commitments and Contingencies
Litigation and Proceedings
In the normal course of business, the Company is involved in a number of
litigation/arbitration and administrative/regulatory matters that, other than the matters described
immediately below, are incidental to the operation of the Companys business. Those proceedings
generally include, among other things, various matters with regard to products distributed by the
Company and the collection of accounts receivable owed to the Company. The Company does not
currently believe that the resolution of any of those pending matters will have a material adverse
effect on the Companys financial position or liquidity, but an adverse decision in more than one
of the matters that are not described below could be material to the Companys consolidated results
of operations. Because of the preliminary status of the Companys various legal proceedings, as
well as the contingencies and uncertainties associated with these types of matters, it is
difficult, if not impossible, to predict the exposure to the Company, if any.
Sybersound Records, Inc. v. BCI Eclipse, LLC, et al.
On May 12, 2005, Sybersound Records, Inc. (Sybersound) filed this action against the
Companys wholly-owned subsidiary, BCI Eclipse, LLC (BCI) and others in the Superior Court of
California, County of Los Angeles, West District, Case Number SC085498. Plaintiff alleged that BCI
and others sold unlicensed records in connection with their karaoke-related business or otherwise
failed to account for or pay licensing fees and/or royalties. Sybersound alleged that this conduct
gives BCI and others an illegal, competitive advantage in the marketplace. Based on this and
related conduct, Sybersound asserted the following causes of action: tortious interference with
business relations, unfair competition under the California Business and Professions Code, and
unfair trade practices under Californias Unfair Practices Act. Sybersound sought damages,
including punitive damages, of not less than $195.0 million dollars plus trebled actual damages,
injunctive relief, pre-judgment and post-judgment interest, costs, attorneys fees and expert fees.
On August 10, 2005, Sybersound filed a dismissal without prejudice of the case, and filed
and served a new Complaint in the United States District Court for the Central District of
California on August 11, 2005. In the new Complaint, Sybersound made similar allegations, but also
alleged that BCI infringed certain copyrights.
On November 7, 2005, the Court issued its order granting BCIs motion to dismiss as well
as other of the defendants motions to dismiss, but without prejudice to Sybersounds right to
attempt to save its claims by amending the Complaint. Sybersound served and filed an Amended
Complaint on November 21, 2005 which added various individual defendants, including Edward Goetz,
BCIs former president. In addition, Sybersound added claims under the Racketeer Influenced and
Corrupt Organizations Act. On December 22, 2005, BCI served and filed its motion to dismiss
Sybersounds Amended Complaint.
On January 6, 2006, the Court issued its order dismissing Sybersounds claims with
prejudice. An appeal of this order was filed by Sybersound on February 1, 2006 and oral argument in
connection with the appeal took place on October 18, 2007. No order has yet been received from the
Court in connection with this appeal.
19
SEC Investigation
On February 17, 2006, the Company received an inquiry from the Division of Enforcement of
the Securities and Exchange Commission (the SEC) requesting certain documents and information
relating to the Companys restatements of previously-issued financial statements in 2005, certain
write-offs, reserve methodologies, and revenue recognition practices. The Company believes that it
is the subject of a formal, nonpublic investigation that relates to the areas of inquiry described
above. The Company has cooperated fully with the SECs requests.
Securities Litigation Lawsuits
Several purported class action lawsuits were commenced in 2005 by various plaintiffs
against Navarre Corporation and certain of its current and former officers and directors in the
United States District Court for the State of Minnesota. Plaintiffs cite to alleged violations of
Sec. 10(b) of the Securities Exchange Act of 1934 (the Act) and Rule 10(b)(5), promulgated under
the Act, and as to the individual defendants only, violation of Sec. 20(a) of the Act.
Plaintiffs sought certification of the actions as a class action lawsuit, compensatory
but unspecified damages allegedly sustained as a result of the alleged wrongdoing, plus costs,
counsel fees and experts fees. The actions are identified as follows:
AVIVA Partners, Ltd. v. Navarre Corp., et al.
(Civ. No. 05-1151 (PAM/RLE))
Vivian Oh v. Navarre Corp., et al.
(Civ. No. 05-01211 (MJD/JGL))
Matthew Grabler v. Navarre Corp., et al.
(Civ. No. 05-1260 (DWF/JSM))
By Memorandum Opinion and Order dated December 12, 2005, the Court appointed The Pension
Group, comprised of the Operating Engineers Construction Industry and Miscellaneous Pension Funds
and Ms. Grace W. Lai, as Lead Plaintiff, and appointed the Reinhardt, Wendorf & Blanchfield law
firm as liaison counsel and the Lerach, Coughlin law firm as lead counsel. The Court also ordered
that the cases be consolidated under the caption In re Navarre Corporation Securities
Litigation, and further ordered that a Consolidated Amended Complaint be filed.
On February 3, 2006, Plaintiffs filed a Consolidated Amended Complaint with the Court.
This Consolidated Amended Complaint reiterates the allegations made in the individual complaints
and extends these allegations to the Companys restatements of its previously issued financial
statements that were made in November 2005.
A hearing on Defendants motion to dismiss was held on May 10, 2006 and by an order dated
June 27, 2006, the Court granted Defendants motion to dismiss for failure to state a claim,
without prejudice. The Court allowed Plaintiffs 30 days to file an amended complaint in an effort
to cure the identified pleading deficiencies.
On July 28, 2006 Plaintiffs filed their Second Consolidated Amended Complaint against
Defendants. Defendants filed a motion to dismiss the renewed complaint on September 22, 2006,
asserting, among other things, that Plaintiffs had not sufficiently cured the defects present in
the original Consolidated Amended Complaint.
By a Memorandum and Order dated December 21, 2006, the Court granted Defendants motion
in part, denied it in part, and specifically removed Cary L. Deacon, Brian M.T. Burke and Charles
Cheney as individual defendants. Defendants answered the Complaint on January 26, 2007 and typical
disclosure requirements and discovery proceeded.
The Company and Plaintiffs agreed in principle to settle this litigation. This settlement
remains subject to the satisfaction of various conditions, including the negotiation and execution
of a final stipulation of settlement and approval by the U.S. District Court for the District of
Minnesota. However, the Company anticipates that it will not be required to contribute any funds to
the settlement beyond the already exhausted retention under its insurance policy. A hearing for
final approval of the settlement took place on February 7, 2008, at which time the Magistrate Judge
indicated that she would recommend to the Court that the settlement be approved.
20
Note 21 Related Party Transactions
Employment/Severance Agreements
The Company entered into an employment agreement with its former Chief Executive Officer
(CEO) in 2001, which expired on March 31, 2007. Under this agreement, the Company agreed to pay
beginning April 1, 2007, over three years, approximately $2.4 million plus interest at
approximately 8% per annum pursuant to the deferred compensation portion of the arrangement. The
Company expensed $811,000 for this obligation during the nine months ended December 31, 2006. At
December 31, 2007 and March 31, 2007, $1.7 million and $2.4 million, respectively, had been accrued
in the consolidated financial statements. The employment agreement also contained a deferred
compensation component that was earned by the former CEO upon the stock price achieving certain
targets, which may be forfeited in the event that he does not comply with certain non-compete
obligations. At December 31, 2007 and March 31, 2007, $4.0 million had been accrued in the
consolidated financial statements for this arrangement. In April 2007, the Company deposited $4.0
million into a rabbi trust, under the required terms of the agreement. Beginning April 1, 2008,
the Company will pay this amount, plus interest at 8%, over three years.
The former CEOs employment agreement also included a loan to the executive for a maximum of
$1.0 million, of which no amounts were due at December 31, 2007 and March 31, 2007, respectively.
Under the terms of the loan, which was entered into prior to the Sarbanes-Oxley Act of 2002,
$200,000 of the $1.0 million principal and all unpaid and unforgiven interest was forgiven by the
Company annually through March 31, 2007. During the nine months ended December 31, 2006, the
Company forgave $150,000 of principal and interest. The outstanding note amount bore an annual
interest rate of 5.25%.
The Company entered into a separation agreement with a former Chief Financial Officer (CFO)
in fiscal 2004. The Company was required to pay approximately $597,000 over a period of four years
beginning May 2004. The continued payout is contingent upon the individual complying with a
non-compete agreement. This amount was accrued and expensed in fiscal year 2005.
Employment Agreement FUNimation
In connection with the FUNimation acquisition, the Company entered into an employment
agreement with a key FUNimation employee providing for his employment as President and Chief
Executive Officer of FUNimation Productions, Ltd. (the FUNimation CEO) until May 11, 2010 at a
base salary of $350,000 per year. Among other items, the agreement provides the FUNimation CEO with
the ability to earn two performance-based bonuses in the event that certain financial targets are
met by the FUNimation business during the fiscal years ending March 31, 2006 through March 31,
2010. Specifically, if the total earnings before interest and tax (EBIT) of FUNimation during the
fiscal years ending March 31, 2006 through March 31, 2008 is in excess of $90.0 million, the
FUNimation CEO is entitled to receive a bonus payment in an amount equal to 5% of the EBIT that
exceeds $90.0 million; however, this bonus payment shall not exceed $5.0 million. Further, if the
combined EBIT of the FUNimation business is in excess of $60.0 million during the period consisting
of the fiscal years ending March 31, 2009 and 2010, the FUNimation CEO is entitled to receive a
bonus payment in an amount equal to 5% of the EBIT that exceeds $60.0 million; however, this bonus
payment shall not exceed $4.0 million. No amounts have been expensed or paid under this agreement
as the targets have not been achieved.
Note 22 Business Segments
The presentation of segment information reflects the manner in which management organizes
segments for making operating decisions and assessing performance. On this basis, the Company has
determined it has two reportable business segments: publishing and distribution.
21
Financial information by reportable business segment is included in the following summary (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Publishing |
|
Distribution |
|
Eliminations |
|
Consolidated |
Three months ended December 31, 2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
31,354 |
|
|
$ |
205,221 |
|
|
$ |
(19,028 |
) |
|
$ |
217,547 |
|
Income from continuing operations |
|
|
5,730 |
|
|
|
2,892 |
|
|
|
|
|
|
|
8,622 |
|
Net income from continuing operations, before income tax |
|
|
4,609 |
|
|
|
2,338 |
|
|
|
|
|
|
|
6,947 |
|
Total assets |
|
$ |
178,345 |
|
|
$ |
280,869 |
|
|
$ |
(120,050 |
) |
|
$ |
339,164 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Publishing |
|
Distribution |
|
Eliminations |
|
Consolidated |
Three months ended December 31, 2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
35,045 |
|
|
$ |
184,090 |
|
|
$ |
(23,711 |
) |
|
$ |
195,424 |
|
Income from continuing operations |
|
|
4,943 |
|
|
|
3,310 |
|
|
|
|
|
|
|
8,253 |
|
Net income from continuing operations, before income tax |
|
|
5,091 |
|
|
|
1,063 |
|
|
|
|
|
|
|
6,154 |
|
Total assets |
|
$ |
305,382 |
|
|
$ |
165,076 |
|
|
$ |
(109,986 |
) |
|
$ |
360,472 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Publishing |
|
Distribution |
|
Eliminations |
|
Consolidated |
Nine months ended December 31, 2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
88,020 |
|
|
$ |
462,502 |
|
|
$ |
(52,238 |
) |
|
$ |
498,284 |
|
Income from continuing operations |
|
|
10,007 |
|
|
|
4,843 |
|
|
|
|
|
|
|
14,850 |
|
Net income from continuing operations, before income tax |
|
|
6,762 |
|
|
|
3,829 |
|
|
|
|
|
|
|
10,591 |
|
Total assets |
|
$ |
178,345 |
|
|
$ |
280,869 |
|
|
$ |
(120,050 |
) |
|
$ |
339,164 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Publishing |
|
Distribution |
|
Eliminations |
|
Consolidated |
Nine months ended December 31, 2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
95,788 |
|
|
$ |
445,311 |
|
|
$ |
(54,611 |
) |
|
$ |
486,488 |
|
Income from continuing operations |
|
|
11,313 |
|
|
|
4,133 |
|
|
|
|
|
|
|
15,446 |
|
Net income (loss) from continuing operations, before income tax |
|
|
11,566 |
|
|
|
(2,085 |
) |
|
|
|
|
|
|
9,481 |
|
Total assets |
|
$ |
305,382 |
|
|
$ |
165,076 |
|
|
$ |
(109,986 |
) |
|
$ |
360,472 |
|
|
|
|
Item 2. |
|
Managements Discussion and Analysis of Financial Condition and Results of Operations. |
Executive Summary
Consolidated net sales for the third quarter of fiscal 2008 increased 11.3% to $217.5 million
compared to $195.4 million for the third quarter of fiscal 2007. The increase in net sales is due
to growth in our distribution business in the areas of internet security and photo imaging. Our
gross profit was $31.6 million or 14.5% of net sales in the third quarter fiscal 2008 compared with
$32.7 million or 16.7% of net sales for the same period in fiscal 2007. The decline in gross profit
is due to product sales mix. Total operating expenses for the third quarter of fiscal 2008 were
$23.0 million or 10.6% of net sales, compared with $24.5 million or 12.5% of net sales in the same
period for fiscal 2007. The decrease in expenses is primarily due to the reduction of discretionary
spending in the area of selling and marketing and reduced personnel costs. Net income from
continuing operations for the third quarter fiscal 2008 was $4.0 million or $.11 per diluted share
from continuing operations compared to net income from continuing operations of $3.8 million or
$0.10 per diluted share from continuing operations for the same period last year.
Consolidated net sales for the nine months ended December 31, 2007 increased 2.4% to $498.3
million compared to $486.5 million for the first nine months of fiscal 2007. Our gross profit
decreased to $77.7 million or 15.6% of net sales in the first nine months of 2008 compared with
$83.8 million or 17.2% of net sales for the same period in fiscal 2007. The decline in gross profit
is due principally to product sales mix. Total operating expenses for the first nine months of
fiscal 2008 were $62.8 million or 12.6% of net sales, compared with $68.3 million or 14.0% of net
sales in the same period in fiscal 2007. The decrease in expenses is primarily due to the reduction
of discretionary spending in the area of selling and marketing and reduced personnel costs.
Additionally, total operating expense for the first nine months of fiscal 2007 reflects bad debt
expense of $2.9 million from the write-off of accounts receivables due to the bankruptcy of a
significant retailer. Net income from continuing operations for the first nine months of fiscal
2008 increased to $6.1 million or $.17 per diluted share from continuing operations compared to net
income from continuing operations of $5.8 million or $0.16 per diluted share from continuing
operations for the same period last year.
22
Discontinued Operations
On May 31, 2007, the Company sold all of the outstanding capital stock of Navarre
Entertainment Media, Inc. In accordance with SFAS No. 144, Accounting for the Impairment of
Disposal of Long-Lived Assets, the Company has presented the independent music distribution
business as discontinued operations. The Company received $6.5 million in cash proceeds from the
sale, plus the assignment to the Company of the trade receivables related to this business. As part
of this transaction, the Company recorded a gain in the first quarter of fiscal 2008 of $6.1
million ($4.6 million net of tax), which included severance and legal costs of $339,000 and other
direct costs to sell of $842,000. The consolidated financial statements were reclassified to
segregate the assets, liabilities and operating results of the discontinued operations for all
periods presented. Prior to reclassification, the discontinued operations were reported in the
distribution operating segment.
During the third quarter of fiscal 2008 the Company adjusted the carrying value of the assets
and liabilities of discontinued operations by $116,000 ($70,000 net of tax), to reflect settled
contingencies. The additional gain is included in Gain on sale of discontinued operations in the
Consolidated Statement of Operations.
Net sales from discontinued operations for the three months ended December 31, 2007 were
$10,000 compared to $14.8 million for the three months ended December 31, 2006. Net loss from
discontinued operations for the three months ended December 31, 2007 was $106,000 or $0.00 per
diluted share from discontinued operations compared to net income of $251,000 or $0.01 per diluted
share from discontinued operations for the same period of last year.
Net sales from discontinued operations for the nine months ended December 31, 2007 were $5.1
million compared to $43.2 million for the nine months ended December 31, 2006. Net income from
discontinued operations for the nine months ended December 31, 2007 was $2.8 million or $0.08 per
diluted share from discontinued operations compared to net income of $505,000 or $0.01 per diluted
share from discontinued operations for the same period of last year.
Working Capital and Debt
Our business is working capital intensive and requires significant levels of working capital
primarily to finance accounts receivable and inventories. We have relied on trade credit from
vendors, amounts collected from our accounts receivable and our credit facilities in order to meet
our working capital needs. In March 2007, we amended and restated our credit agreement with General
Electric Capital Corporation (GE) and entered into a four-year Term Loan facility with Monroe
Capital Advisors, LLC (Monroe). The GE agreement provides for a three-year $95.0 million
revolving credit facility and the Monroe agreement provides for a $15.0 million Term Loan facility.
At December 31, 2007 and March 31, 2007, we had $49.0 million and $39.0 million, respectively,
outstanding on our revolving credit facility. At December 31, 2007 and March 31, 2007, we had $9.8
million and $15.0 million outstanding, respectively, on our Term Loan facility. Interest under the
revolving facility was at the index rate and LIBOR rates plus 1.0% and 2.25%, respectively at
December 31, 2007 and .75% and 2.0%, respectively at March 31, 2007 (8.25% and 7.2% at December 31,
2007 and 9.0% and 7.3% at March 31, 2007, respectively) and is payable monthly. Interest under the
Term Loan facility was at the LIBOR rate plus 7.5% at December 31, 2007 and March 31, 2007 (12.3%
as of December 31, 2007 and 12.8% as of March 31, 2007). Excess availability at December 31, 2007
on our revolving facility was approximately $22.8 million.
Overview
Navarre Corporation is a publisher and distributor of physical and digital home entertainment
and multimedia products, including PC software, DVD video, video games and accessories. Our
business is divided into two business segments publishing and distribution. We believe that our
established relationships throughout the supply chain, our broad product offering and our
distribution facility permit us to offer industry-leading home entertainment and multimedia
products to our retail customers and to provide access to attractive retail channels for the
publishers of such products.
Our broad base of customers includes: (i) wholesale clubs, (ii) mass merchandisers, (iii)
other third-party distributors, (iv) computer specialty stores, (v) discount retailers, (vi) book
stores, (vii) office superstores, and (viii) electronic superstores. We currently distribute to
over 19,000 retail and distribution center locations throughout the United States and Canada.
23
Through our publishing segment we own or license various PC software and DVD video titles. Our
publishing segment packages, brands, markets and sells directly to retailers, third-party
distributors, and our distribution segment. Our publishing segment currently consists of Encore,
BCI and FUNimation. Encore licenses and publishes personal productivity, genealogy, education and
interactive gaming PC products. BCI is a provider of niche DVD video products. FUNimation is a
leading anime content provider in the United States.
Through our distribution segment we distribute and provide fulfillment services in connection
with a variety of finished goods that are provided by our vendors, which include PC software and
video game publishers and developers, independent music labels (through May 2007), and major motion
picture studios. These vendors provide us with PC software, DVD video, and video games and
accessories, which we in turn distribute to our retail customers. Our distribution segment focuses
on providing vendors and retailers with a range of value-added services, including vendor-managed
inventory, internet-based ordering, electronic data interchange services, fulfillment services and
retailer-oriented marketing services.
Forward-Looking Statements / Important Risk Factors
We make written and oral statements from time to time regarding our business and prospects,
such as projections of future performance, statements of managements plans and objectives,
forecasts of market trends, and other matters that are 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. Statements containing the words or phrases will likely result, are expected to, will
continue, is anticipated, estimates, projects, believes, expects, anticipates,
intends, target, goal, plans, objective, should or similar expressions identify
forward-looking statements, which may appear in documents, reports, filings with the SEC, including
this Report on Form 10-Q, news releases, written or oral presentations made by officers or other
representatives made by us to analysts, shareholders, investors, news organizations and others and
discussions with management and other representatives of us. For such statements, we claim the
protection of the safe harbor for forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995.
Our future results, including results related to forward-looking statements, involve a number
of risks and uncertainties. No assurance can be given that the results reflected in any
forward-looking statements will be achieved. Any forward-looking statement made by or on behalf of
us speaks only as of the date on which such statement is made. Our forward-looking statements are
based on assumptions that are sometimes based upon estimates, data, communications and other
information from suppliers, government agencies and other sources that may be subject to revision.
Except as required by law, we do not undertake any obligation to update or keep current either (i)
any forward-looking statement to reflect events or circumstances arising after the date of such
statement, or (ii) the important factors that could cause our future results to differ materially
from historical results or trends, results anticipated or planned by us, or which are reflected
from time to time in any forward-looking statement which may be made by or on behalf of us.
24
In addition to other matters identified or described by us from time to time in filings with
the SEC, there are several important factors that could cause our future results to differ
materially from historical results or trends, results anticipated or planned by us, or results that
are reflected from time to time in any forward-looking statement that may be made by or on behalf
of us. Some of these important factors, but not necessarily all important factors, include the
following: the Companys revenues being derived from a small group of customers; the Companys
dependence on significant vendors and manufacturers and the popularity of their products; the loss
of key personnel could effect the depth, quality and effectiveness of the management team; the
Companys ability to attract and retain qualified management personnel; uncertain growth in the
publishing segment; the acquisition strategy of the Company could disrupt other business segments
and/or management; the seasonality and variability in the Companys business and that decreased
sales during peak season could adversely affect its results of operations; the Companys ability to
meet its significant working capital requirements or if working capital requirements change
significantly; the Companys ability to appropriately reserve for and to avoid excessive inventory
return and obsolescence losses; the potential for inventory values to decline; the Companys credit
exposure due to reseller arrangements or negative trends which could cause credit loss; the
Companys ability to adequately and timely adjust cost structure for decreased demand; the
Companys ability to compete effectively in distribution and publishing, which are highly
competitive industries; the Companys dependence on third-party shipping of its product; the
Companys dependence on information systems; failure to implement our new enterprise resource
planning system in an effective and timely manner could impact operations and reporting of
financial results; technological developments, particularly in the electronic downloading arena
which could adversely impact sales, margins and results of operations; increased counterfeiting or
piracy which could negatively affect demand for the Companys products; the Company may not be able
to protect its intellectual property; interruption of the Companys business or catastrophic loss
at a facility which could curtail or shutdown its business; the potential for future terrorist
activities to disrupt operations or harm assets; pending litigation or regulatory investigation may
subject the Company to significant costs; pending regulatory investigation could impact the
reporting of future financial results or create uncertainty as to the reliability of
previously-issued financial results; the Companys dependence on a small number of licensed
property and licensors in the anime genre; some revenues are substantially dependent on television
exposure; some revenues are dependent on consumer preferences and demand; increased costs related
to legislative actions, insurance costs and new accounting pronouncements could impact results of
operations; the level of indebtedness could adversely affect the Company s financial condition; a
change in interest rates on our variable rate debt could adversely impact the Companys operations;
the Company may be unable to generate sufficient cash flow to service debt obligations; the Company
may incur additional debt, which could exacerbate the risks associated with current debt levels;
the Companys debt agreements limit our operating and financial flexibility; fluctuations in stock
price could adversely affect the Companys ability to raise capital or make our securities
undesirable; the Company does not pay dividends on common stock, thus return on investment for
investors is based solely on stock appreciation; the exercise of outstanding warrants and options
adversely affecting stock price; the Companys anti-takeover provisions, its ability to issue
preferred stock and its staggered board may discourage take-over attempts beneficial to
shareholders; and the Companys directors may not be personally liable for certain actions which
may discourage shareholder suits against them.
A detailed statement of risks and uncertainties is contained in our reports to the SEC,
including, in particular, our Annual Report on Form 10-K for the year ended March 31, 2007 and
other public filings and disclosures. Investors and shareholders are urged to read these documents
carefully.
Critical Accounting Policies
We consider our critical accounting policies to be those related to revenue recognition,
production costs and license fees, allowance for doubtful accounts, goodwill and intangible assets,
impairment of long-lived assets, inventory valuation, income taxes, share-based compensation, and
contingencies and litigation. There have been no material changes to these critical accounting
policies as discussed in greater detail under this heading in Item 7 Managements Discussion and
Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for
the year ended March 31, 2007.
25
Reconciliation of GAAP Net Sales to Net Sales Before Inter-Company Eliminations
In evaluating our financial performance and operating trends, management considers information
concerning net sales before inter-company eliminations of sales that are not prepared in accordance
with generally accepted accounting principles (GAAP) in the United States. Management believes
these non-GAAP measures are useful because they provide supplemental information that facilitates
comparisons to prior periods and for the evaluations of financial results. Management uses these
non-GAAP measures to evaluate financial results, develop budgets and manage expenditures. The
method the Company uses to produce non-GAAP results is not computed according to GAAP, is likely to
differ from the methods used by other companies and should not be regarded as a replacement for
corresponding GAAP measures. Net sales before inter-company eliminations has limitations as a
supplemental measure, and you should not consider it in isolation or as a substitute for analysis
of our results as reported under GAAP. The following table represents a reconciliation of GAAP net
sales to net sales before inter-company eliminations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
December 31, |
|
|
December 31, |
|
|
|
(Unaudited) |
|
|
(Unaudited) |
|
(In thousands) |
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
Net sales: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distribution |
|
$ |
205,221 |
|
|
$ |
184,090 |
|
|
$ |
462,502 |
|
|
$ |
445,311 |
|
Publishing |
|
|
31,354 |
|
|
|
35,045 |
|
|
|
88,020 |
|
|
|
95,788 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales before inter-company eliminations |
|
|
236,575 |
|
|
|
219,135 |
|
|
|
550,522 |
|
|
|
541,099 |
|
Inter-company eliminations |
|
|
(19,028 |
) |
|
|
(23,711 |
) |
|
|
(52,238 |
) |
|
|
(54,611 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales as reported |
|
$ |
217,547 |
|
|
$ |
195,424 |
|
|
$ |
498,284 |
|
|
$ |
486,488 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26
Results of Operations
The following table sets forth for the periods indicated the percentage of net sales
represented by certain items included in our Consolidated Statements of Operations.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Nine Months Ended |
|
|
December 31, |
|
December 31, |
|
|
(Unaudited) |
|
(Unaudited) |
|
|
2007 |
|
2006 |
|
2007 |
|
2006 |
Net sales: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distribution |
|
|
94.3 |
% |
|
|
94.2 |
% |
|
|
92.8 |
% |
|
|
91.5 |
% |
Publishing |
|
|
14.4 |
|
|
|
17.9 |
|
|
|
17.7 |
|
|
|
19.7 |
|
Inter-company sales |
|
|
(8.7 |
) |
|
|
(12.1 |
) |
|
|
(10.5 |
) |
|
|
(11.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net sales |
|
|
100.0 |
|
|
|
100.0 |
|
|
|
100.0 |
|
|
|
100.0 |
|
Cost of sales, exclusive of amortization and depreciation |
|
|
85.5 |
|
|
|
83.3 |
|
|
|
84.4 |
|
|
|
82.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
14.5 |
|
|
|
16.7 |
|
|
|
15.6 |
|
|
|
17.2 |
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling and marketing |
|
|
3.4 |
|
|
|
4.1 |
|
|
|
4.2 |
|
|
|
4.5 |
|
Distribution and warehousing |
|
|
1.6 |
|
|
|
2.1 |
|
|
|
1.8 |
|
|
|
1.9 |
|
General and administrative |
|
|
4.4 |
|
|
|
4.9 |
|
|
|
5.2 |
|
|
|
5.3 |
|
Bad debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.6 |
|
Depreciation and amortization |
|
|
1.2 |
|
|
|
1.4 |
|
|
|
1.4 |
|
|
|
1.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
10.6 |
|
|
|
12.5 |
|
|
|
12.6 |
|
|
|
14.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
|
3.9 |
|
|
|
4.2 |
|
|
|
3.0 |
|
|
|
3.2 |
|
Interest expense |
|
|
(0.8 |
) |
|
|
(1.1 |
) |
|
|
(1.0 |
) |
|
|
(1.2 |
) |
Interest income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.1 |
|
Warrant expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.1 |
) |
Other income (expense), net |
|
|
0.1 |
|
|
|
|
|
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income from continuing operations |
|
|
3.2 |
|
|
|
3.1 |
|
|
|
2.1 |
|
|
|
2.0 |
|
Income tax expense |
|
|
(1.4 |
) |
|
|
(1.2 |
) |
|
|
(0.9 |
) |
|
|
(0.8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income from continuing operations |
|
|
1.8 |
|
|
|
1.9 |
|
|
|
1.2 |
|
|
|
1.2 |
|
Discontinued operations, net of tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on sale of discontinued operations |
|
|
|
|
|
|
|
|
|
|
1.0 |
|
|
|
|
|
Net income (loss) from discontinued operations |
|
|
|
|
|
|
0.2 |
|
|
|
(0.4 |
) |
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
1.8 |
% |
|
|
2.1 |
% |
|
|
1.8 |
% |
|
|
1.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Publishing Segment
The publishing segment includes Encore, BCI and FUNimation.
Fiscal 2008 Third Quarter Results Compared With Fiscal 2007 Third Quarter
Net Sales
Net sales for the publishing segment were $31.4 million (before inter-company eliminations)
for the third quarter fiscal 2008 compared to $35.0 million (before inter-company eliminations) for
the third quarter fiscal 2007. The 10.5% decrease in net sales over the prior year quarter was
primarily due to a decline in DVD video net sales at BCI. The Company believes sales results in
the future will be dependent upon the ability to continue to add new, appealing content and upon
the strength of the retail environment.
Gross Profit
Gross profit for the publishing segment was $12.4 million or 39.6% as a percent of net sales
for the third quarter of fiscal 2008 compared to $13.9 million or 39.7% as a percent of net sales
for the third quarter of fiscal 2007. The decrease in gross profit is a result of decreased sales
and product sales mix. We expect gross profit rates to fluctuate depending principally upon the
make-up of product sales each quarter.
27
Operating Expenses
Total operating expenses decreased $2.3 million for the publishing segment to $6.7 million or
21.4% as a percent of net sales, for the third quarter of fiscal 2008, from $9.0 million or 25.6%
as a percent of net sales, for the third quarter of fiscal 2007.
Selling and marketing expenses for the publishing segment were $2.6 million or 8.2% as a
percent of net sales for the third quarter of fiscal 2008 compared to $3.6 million or 10.3% as a
percent of net sales for the third quarter of fiscal 2007. The decrease is principally due to a
reduction of discretionary marketing and advertising programs.
General and administrative expenses for the publishing segment consist principally of
executive, accounting and administrative personnel and related expenses, including professional
fees. General and administrative expenses for the publishing segment were $2.5 million or 8.1% as a
percent of net sales for the third quarter of fiscal 2008 compared to $3.0 million or 8.5% as a
percent of net sales for the third quarter of fiscal 2007. The decrease is primarily due to
reduced personnel costs.
Bad debt expense for the publishing segment was zero for the third quarter of fiscal 2008
compared to $266,000 for the same period last year. The prior year amount relates to a FUNimation
pre-acquisition receivable that was deemed uncollectible.
Depreciation and amortization for the publishing segment was $1.6 million for the third
quarter of fiscal 2008 compared to $2.1 million for the third quarter of fiscal 2007. The decrease
is primarily due to a reduction in amortization expense related to acquisition related intangibles.
The publishing segment had net operating income of $5.7 million for the third quarter of
fiscal 2008 compared to net operating income of $4.9 million for the third quarter of fiscal 2007.
Fiscal 2008 Nine Months Results Compared With Fiscal 2007 Nine Months
Net Sales
Net sales for the publishing segment were $88.0 million (before inter-company eliminations)
for the nine month period of fiscal 2008 compared to $95.8 million (before inter-company
eliminations) for the same period of fiscal 2007. The 8.1% decrease in net sales is due to a
decline in DVD video net sales at BCI. The Company believes that sales results in the future will
be dependent upon the ability to continue to add new, appealing content and upon the strength of
the retail environment.
Gross Profit
Gross profit for the publishing segment was $32.5 million or 36.9% as a percent of net sales
for the nine month period of fiscal 2008 compared to $38.4 million or 40.0% as a percent of net
sales for the nine month period of fiscal 2007. The decrease in gross profit is a result of
decreased sales and product sales mix. We expect gross profit rates to fluctuate depending
principally upon the make-up of product sales.
Operating Expenses
Total operating expenses for the publishing segment were $22.5 million or 25.5% as a percent
of net sales, for the nine month period of fiscal 2008 compared to $27.1 million or 28.2% as a
percent of net sales, for the nine month period of fiscal 2007.
Selling and marketing expenses for the publishing segment were $9.9 million or 11.2% as a
percent of net sales for the nine month period of fiscal 2008 compared to $11.0 million or 11.5% as
a percent of net sales for the nine month period of fiscal 2007. The decrease is due to the
reduction of discretionary marketing and advertising programs.
General and administrative expenses for the publishing segment consist principally of
executive, accounting and administrative personnel and related expenses, including professional
fees. General and administrative expenses for the publishing segment were $7.9 million or 8.9% as a
percent of net sales for the nine month period of fiscal 2008 compared to $8.5 million or 8.8% as a
percent of net sales for the nine month period of fiscal 2007. The decrease is principally due to
reduced personnel costs, offset by an increase in rent.
28
Bad debt expense for the publishing segment was $25,000 for the nine month period of fiscal
2008 compared to $1.3 million in the same period last year. The prior year amount was primarily due
to a FUNimation pre-acquisition receivable that was deemed uncollectible.
Depreciation and amortization for the publishing segment was $4.7 million for the nine month
period of fiscal 2008 compared to $6.2 million for the nine month period of fiscal 2007. The
decrease is primarily due to a reduction in amortization expense related to acquisition related
intangibles.
The publishing segment had net operating income of $10.0 million for the nine month period of
fiscal 2008 compared to net operating income of $11.3 million for the nine month period of fiscal
2007.
Distribution Segment
The distribution segment distributes PC software, video games, accessories, DVD video and
independent music (through May 2007).
Fiscal 2008 Third Quarter Results Compared With Fiscal 2007 Third Quarter
Net Sales
Net sales for the distribution segment increased 11.5% to $205.2 million (before inter-company
eliminations) for the third quarter of fiscal 2008 compared to $184.1 million (before inter-company
eliminations) for fiscal 2007 third quarter. Net sales increased in the software product group to
$157.5 million during the third quarter of fiscal 2008 from $134.5 million for the same period last
year. This increase is due to strong sales in the categories of internet security and photo
imaging. DVD video net sales decreased to $22.9 million in the third quarter of fiscal 2008 from
$33.1 million in third quarter of fiscal 2007 due in large part to the strategic decision to exit
business with a retailer which accounted for $9.3 million of the decrease in sales. Video games net sales increased to $24.9 million in the third quarter of
fiscal 2008 from $16.5 million for the same period last year, due to robust product releases in the
quarter. The Company believes that future sales results will be dependent on the Companys ability
to continue to add new, appealing content and upon the strength of the retail environment.
Gross Profit
Gross profit for the distribution segment was $19.2 million or 9.4% as a percent of net sales
for the third quarter fiscal 2008 compared to $18.8 million or 10.2% as a percent of net sales for
third quarter fiscal 2007. The increase in gross profit is primarily a result of increased sales.
The decrease in the gross profit rate as a percentage of sales is due to product mix. We expect
gross profit rates to fluctuate depending principally upon the make-up of product sales each
quarter.
Operating Expenses
Total operating expenses for the distribution segment were $16.3 million or 7.9% as a percent
of net sales for the third quarter of fiscal 2008 compared to $15.5 million or 8.4% as a percent of
net sales for the third quarter of fiscal 2007.
Selling and marketing expenses for the distribution segment were $4.8 million or 2.3% as a
percent of net sales for the third quarter of fiscal 2008 compared to $4.3 million or 2.3% as a
percent of net sales for the third quarter of fiscal 2007.
Distribution and warehousing expenses for the distribution segment were $3.6 million or 1.8%
as a percent of net sales for the third quarter of fiscal 2008 compared to $4.0 million or 2.2% as
a percent of net sales for the third quarter of fiscal 2007. This reduction is primarily a result
of operating labor efficiencies.
General and administrative expenses for the distribution segment consist principally of
executive, accounting and administrative personnel and related expenses, including professional
fees. General and administrative expenses for the distribution segment were $7.1 million or 3.4% as
a percent of net sales for the third quarter of fiscal 2008 compared to $6.7 million or 3.6% as a
percent of net sales for the third quarter of fiscal 2007. The increase in the third quarter of
fiscal 2008 includes expenses of $713,000 related to the Companys implementation of the new ERP
system, offset by a reduction in personnel costs.
29
Bad debt expense for the distribution segment was zero for the third quarter of fiscal 2008
compared to $214,000 of bad debt benefit which was a result of recovering previously written off
bad debt in the same period last year.
Depreciation and amortization for the distribution segment was $910,000 for the third quarter
of fiscal 2008 compared to $686,000 for the third quarter of fiscal 2007. This increase is
primarily due to the depreciation on the ERP system implemented in September, 2007.
Net operating income for the distribution segment was $2.9 million for the third quarter of
fiscal 2008 compared to $3.3 million for the third quarter of fiscal 2007.
Fiscal 2008 Nine Months Results Compared With Fiscal 2007 Nine Months
Net Sales
Net sales for the distribution segment increased 3.9% to $462.5 million (before inter-company
eliminations) for the nine month period of fiscal 2008 compared to $445.3 million (before
inter-company eliminations) for the nine month period of fiscal 2007. Net sales increased in the
software product group to $374.1 million during the nine month period of fiscal 2008 from $346.8
million for the same period last year. This increase is due to strong sales in the categories of
internet security and photo imaging. DVD video decreased to $49.3 million in the first nine months
of fiscal 2008 from $61.1 million in first nine months of fiscal 2007 due to the strategic decision
to exit business with a retailer which accounted for $18.3 million of the decrease in sales. Video
games increased to $39.0 million in the first nine months of fiscal 2008 from $37.4 million for the
same period last year. The Company believes that future sales results will be dependent on the
Companys ability to continue to add new, appealing content and upon the strength of the retail
environment.
Gross Profit
Gross profit for the distribution segment was $45.2 million or 9.8% as a percent of net sales
for the nine month period of fiscal 2008 compared to $45.4 million or 10.2% as a percent of net
sales for the same period of fiscal 2007. We expect gross profit rates to fluctuate depending
principally upon the make-up of product sales.
Operating Expenses
Total operating expenses for the distribution segment were $40.4 million or 8.7% as a percent
of net sales for the nine month period of fiscal 2008 compared to $41.3 million or 9.3% as a
percent of net sales for the same period of fiscal 2007.
Selling and marketing expenses for the distribution segment were $11.1 million or 2.4% as a
percent of net sales for the nine month period of fiscal 2008 compared to $11.1 million or 2.5% as
a percent of net sales for the same period of fiscal 2007.
Distribution and warehousing expenses for the distribution segment were $8.9 million or 1.9%
as a percent of net sales for the nine month period of fiscal 2008 compared to $9.5 million or 2.1%
as a percent of net sales for the same period of fiscal 2007.
General and administrative expenses for the distribution segment consist principally of
executive, accounting and administrative personnel and related expenses, including professional
fees. General and administrative expenses for the distribution segment were $18.0 million or 3.9%
as a percent of net sales for the nine months of fiscal 2008 compared to $17.3 million or 3.9% as a
percent of net sales for the same period of fiscal 2007. The increase in the nine months of fiscal
2008 includes expenses of $2.6 million related to the Companys implementation of the new ERP
system, offset by a reduction in personnel costs.
Bad debt expense for the distribution segment was $60,000 for the nine month period of fiscal
2008 compared to $1.5 million of bad debt expense in the same period last year. The prior year
amount was due to the write-off of an accounts receivable due to the bankruptcy of a significant
retailer.
Depreciation and amortization for the distribution segment was $2.3 million for the first nine
months of fiscal 2008 compared to $1.9 million for the same period of fiscal 2007. This increase is
primarily due to the depreciation of the ERP system implemented in September, 2007.
30
Net operating income for the distribution segment was $4.8 million for the nine month period
of fiscal 2008 compared to $4.1 million for same period of fiscal 2007.
Consolidated Other Income and Expense
Interest expense was $1.8 million for third quarter of fiscal 2008 compared to $2.1 million
for third quarter of fiscal 2007. Interest expense was $4.9 million for the nine month period of
fiscal 2008 compared to $6.0 million for the same period of fiscal 2007. The decrease in interest
expense for third quarter and nine months of fiscal 2008 is a result of a reduction in debt and
effective interest rates. Other income (expense) items for the three months ended December 31, 2007
of $103,000 consisted of interest income of $43,000 and foreign exchange gain of $60,000. Other
income (expense) items for the three months ended December 31, 2006 of expense of $38,000 consisted
of interest income of $42,000, foreign currency exchange loss of $161,000, rental income of $22,000
and other income of $58,000. Other income (expense) items for the nine months ended December 31,
2007 of $598,000 consisted primarily of interest income of $167,000 and foreign exchange gain of
$358,000. Other income (expense) items for the nine months ended December 31, 2006 of $23,000
consisted primarily of interest income of $253,000 and warrant expense of $251,000.
Consolidated Income Tax Expense
The Companys effective tax rate was 41.8% for the third quarter of fiscal 2008 and 38.3% for
third quarter of fiscal 2007. The Companys effective tax rate for the third quarter of fiscal 2008
was higher than third quarter of fiscal 2007 primarily due to the expensing of incentive stock
options under SFAS 123R, Share-Based Payment and increased state taxes. The Companys effective tax
rate was 34.2% for the nine months of fiscal 2008 and 38.9% for the same period last year, due to
the utilization of the capital loss carryforward, resulting in a lower overall annualized tax rate.
In July 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in Income
Taxes, an interpretation of FASB Statement No. 109 (FIN 48). FIN 48 became effective for the
Company as of April 1, 2007. FIN 48 defines the threshold for recognizing the benefits of tax
positions in the financial statements as more-likely-than-not to be sustained upon examination.
The interpretation also provides guidance on the derecognition, measurement and classification of
income tax uncertainties, along with any related interest and penalties. FIN 48 also requires
expanded disclosure at the end of each annual reporting period including a tabular reconciliation
of unrecognized tax benefits.
The Company adopted the provisions of FIN 48 on April 1, 2007. The adoption of FIN 48 did not
result in an impact to retained earnings for the Company. At adoption, the Company had
approximately $417,000 of gross unrecognized income tax benefits (UTBs) and approximately
$327,000 of UTBs, net of deferred federal and state income tax benefits, related to various
federal and state matters, that would impact the effective tax rate if recognized. The Company
recognizes interest accrued related to UTBs in the provision for income taxes. As of April 1,
2007, interest accrued was approximately $26,000. During the nine months ended December 31, 2007,
an additional $258,000 of UTBs were accrued, which is net of $58,000 of deferred federal and state
income tax benefits. As of December 31, 2007, interest accrued was $53,000 and total UTBs, net of
deferred federal and state income tax benefits, was $585,000.
Consolidated Net Income from Continuing Operations
For the third quarter of fiscal 2008, we recorded net income of $4.0 million, compared to net
income of $3.8 million for the same period last year. For the nine month period of fiscal 2008, we
recorded net income of $6.1 million, compared to net income of $5.8 million for the same period
last year.
Discontinued Operations
The Companys businesses classified as discontinued operations recorded a net loss from
operations of $176,000, net of tax, and a gain on sale of discontinued operations of $70,000, net
of tax, for the three months ended December 31, 2007. For the three months ended December 31, 2006,
the Company recorded net income from discontinued operations of $251,000, net of tax.
The Companys businesses classified as discontinued operations recorded a net loss from
operations of $1.9 million, net of tax, and a gain on sale of discontinued operations of $4.7
million, net of tax, for the nine month period ended December 31, 2007. For the nine month period
of fiscal 2008, the Company recorded net income from discontinued operations of $505,000, net of
tax.
31
Consolidated Net Income
For the third quarter of fiscal 2008, we recorded net income of $3.9 million, compared to net
income of $4.1 million for the same period last year. For the nine month period of fiscal 2008, we
recorded net income of $9.0 million, compared to net income of $6.3 million for the same period
last year.
Market Risk
As of December 31, 2007 we had $58.7 million of indebtedness, which was subject to interest
rate fluctuations. Based on these borrowings, which are subject to interest rate fluctuations, a
100-basis point change in LIBOR or index rate would cause the Companys annual interest expense to
change by $587,000.
The Company has a limited number of customers in Canada, where the sales and purchasing
activity results in receivables and accounts payables denominated in Canadian dollars. When these
transactions are translated into U.S. dollars at the effective exchange rate in effect at the time
of each transaction, gain or loss is recognized. These gains and/or losses are reported as a
separate component within other income and expense.
During the three and nine months ended December 31, 2007, the Company had $60,000 and $358,000
of foreign exchange gain, respectively. Gain or loss on these activities is a function of the
change in the foreign exchange rate between the sale or purchase date and the collection or payment
of cash. Though the change in the exchange rate is out of the Companys control, the Company
periodically monitors its Canadian activities and can reduce exposure from the exchange rate
fluctuations by limiting these activities or taking other actions.
Seasonality and Inflation
Quarterly operating results are affected by the seasonality of our business. Specifically, our
third quarter (October 1December 31) typically accounts for our largest quarterly revenue figures
and a substantial portion of our earnings. As a distributor of products ultimately sold to
retailers, our business is affected by the pattern of seasonality common to other suppliers of
retailers, particularly during the holiday selling season. Inflation is not expected to have a
significant impact on our business, financial condition or results of operations since we can
generally offset the impact of inflation through a combination of productivity gains and price
increases.
Liquidity and Capital Resources
Operating Activities
Cash used in operating activities for the nine months of fiscal 2008 was $3.0 million and cash
provided by operating activities was $7.9 million for the same period last year. The net cash used
in operating activities for the nine months of fiscal 2008 mainly reflected our net income,
combined with various non-cash charges, including depreciation and amortization of $13.3 million,
share-based compensation expense of $826,000, and a change in deferred income taxes of $2.2 million
and by our working capital demands.
The following are changes in the operating assets and liabilities: accounts receivable
increased by $45.6 million, reflecting the timing of sales; inventories increased by $14.0 million,
primarily reflecting higher inventories in anticipation of our fourth quarter operating needs;
prepaid expenses increased by $1.1 million, primarily reflecting royalty advances in the publishing
segment; production costs and license fees increased $3.6 million and $8.2 million, respectively,
due to content acquisitions; income taxes payable increased $733,000 primarily due to timing of
required tax payments and tax refunds; other assets decreased $1.1 million due primarily to
amortization and recoupments; accounts payable increased $42.6 million, primarily as a result of
timing of disbursements and increased inventories; and accrued expenses increased $2.0 million
primarily as a result of royalties due vendors and rebates due customers.
The net cash provided by operating activities in the nine months of fiscal 2007 of $7.9
million was primarily the result of net income combined with various non-cash charges, including
depreciation and amortization of $15.2 million, offset by a change in deferred taxes of $1.9
million and by our working capital demands.
32
Investing Activities
Cash flows used in investing activities totaled $11.3 million for the nine months of fiscal
2008 and $5.8 million for the same period last year. Acquisition of property and equipment and
acquisition of intangible assets totaled $6.2 million and $1.1 million, respectively, for the nine
months of fiscal 2008. Purchases of property and equipment and acquisition of intangible assets for
the nine months of fiscal 2007 were $4.2 million and $1.2 million, respectively. Purchases of
marketable equity securities totaled $4.0 million for the nine months of fiscal 2008, related to
the funding of a rabbi trust pursuant to the former CEOs deferred compensation arrangement.
Payments of earn-outs related to the BCI acquisition totaled $350,000 for the nine months ended
December 31, 2006.
Financing Activities
Cash flows provided by financing activities totaled $4.6 million for the nine months of fiscal
2008 and cash flows used in financing activities totaled $3.6 million for the nine months of fiscal
2007. The Company had repayments of notes payable and line of credit of $132.0 million in the nine
months of fiscal 2008 and net proceeds from line of credit of $136.8 million and debt issuance
costs of $240,000 for the nine months of fiscal 2008. The Company had repayments of notes payable
and line of credit of $48.0 million and net proceeds from line of credit of $44.3 million for the
nine months of fiscal 2007. The Company recorded proceeds from the exercise of common stock options
and warrants of $171,000 and $421,000 for the nine months of fiscal 2008 and 2007, respectively.
Discontinued Operations
Cash flows provided by operating activities of discontinued operations were $6.5 million for
the nine months of fiscal 2008 and cash flows used in operating activities were $2.1 million for
the nine months of fiscal 2007. Proceeds from the sale of discontinued operations were $6.5 million
for the nine months of fiscal 2008.
Capital Resources
In October 2001, we entered into a credit agreement with General Electric Capital Corporation
as administrative agent, agent and lender, and GECC Capital Markets Group, Inc. as Lead Arranger,
for a three-year, $30.0 million revolving credit facility for use in connection with our working
capital needs. This agreement has been restated and amended on a number of occasions to accommodate
our growth and working capital needs.
In March 2007, the Company entered into a credit agreement with General Electric Capital
Corporation for a senior secured three-year $95.0 million revolving credit facility which expires
on March 22, 2010. The revolving facility is available to the Company for working capital and
general corporate needs and is subject to a borrowing base requirement. The revolving facility is
secured by a first priority security interest in all of the assets, as well as the capital stock of
the Companys subsidiary companies.
The Company entered into a term loan facility with Monroe Capital Advisors, LLC as
administrative agent, agent and lender on March 22, 2007. The credit agreement currently provides
for a four-year $15.0 million Term Loan facility which expires on March 22, 2011. The Term Loan
facility calls for monthly installments of $12,500 and a final payment of $14.6 million on March
22, 2011. The facility is secured by a second priority security interest in all of the assets of
the Company.
In association with the credit agreements, the Company also pays certain facility and agent
fees. Interest under the revolving facility was at the index rate and LIBOR rates plus 1.0% and
2.25%, respectively at December 31, 2007 and .75% and 2.0%, respectively at March 31, 2007 (8.25%
and 7.2% at December 31, 2007 and 9.0% and 7.3% at March 31, 2007, respectively) and is payable
monthly. As of December 31, 2007 and March 31, 2007, the Company owed $49.0 million and $39.0
million, respectively, under the revolving working capital facility. Interest under the Term Loan
facility was at the LIBOR rate plus 7.5% at December 31, 2007 and March 31, 2007 (12.3% as of
December 31, 2007 and 12.8% as of March 31, 2007). The amounts owed under the Term Loan facility
were $9.8 million and $15.0 million at December 31, 2007 and March 31, 2007, respectively.
Under both of the credit agreements, the Company is required to meet certain financial and
non-financial covenants. The financial covenants include a variety of financial metrics that are
used to determine our overall financial stability and include limitations on our capital
expenditures, a minimum ratio of EBITDA to fixed charges, a minimum EBITDA, and a maximum of
indebtedness to EBITDA. The Company was in compliance with all the covenants related to the credit
facilities as of December 31, 2007.
33
Liquidity
We continually monitor our actual and forecasted cash flows, our liquidity and our capital
resources, in order that we might plan for our present needs to fund projected increases in
accounts receivable, inventory and payment of obligations to creditors and to fund unbudgeted
business activities that may arise during the year as a result of changing business conditions or
new opportunities. In addition to working capital needs for the general and administrative costs of
our ongoing operations, we have cash requirements for: (1) investments in our publishing segment in
order to license content from first parties; (2) investments in our distribution segment in order
to sign exclusive distribution agreements; (3) equipment needs for our operations; (4) amounts
payable to our former Chief Executive Officer; and (5) amounts payable in connection with the
licensing and implementation of an enterprise resource planning system (ERP) that the Company has
undertaken. During the first nine months of fiscal 2008, we invested approximately $17.7 million in
connection with the acquisition of licensed and exclusively distributed product in our publishing
and distribution segments. Additionally, we had cash outlays of $8.0 million in connection with the
licensing and implementation of our ERP system during the nine months of fiscal 2008. We anticipate
that cash outlays in connection with the ERP system for the remaining fiscal 2008 will be
approximately $3 million which we expect to be funded through working capital.
Our credit agreements currently provide a three-year $95.0 million revolving facility and a
four-year Term Loan facility for $15.0 million. The revolving facility of up to $95.0 million is
available for working capital and general corporate needs. During fiscal 2008, we made payments of
$5.2 million on the Term Loan facility. As of December 31, 2007 and March 31, 2007, we had $9.8
million and $15.0 million, respectively, outstanding on the Term Loan facility and $48.9 million
and $39.0 million, respectively, outstanding on the revolving facility and excess availability of
approximately $22.8 million at December 31, 2007.
We currently believe cash and cash equivalents, funds generated from the expected results of
operations and funds available under our existing credit facilities will be sufficient to satisfy
our working capital requirements, other cash needs, and to finance expansion plans and strategic
initiatives for the remainder of this fiscal year and otherwise in the foreseeable future, absent
significant acquisitions. We have stated our plans to grow through acquisitions; however such
opportunities will likely require the use of additional equity or debt capital, some combination
thereof, or other financing.
Contractual Obligations
The following table presents information regarding contractual obligations as of December 31,
2007 by fiscal year (in thousands).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less |
|
|
|
|
|
|
|
|
|
|
More |
|
|
|
|
|
|
|
than 1 |
|
|
2 3 |
|
|
4 5 |
|
|
than 5 |
|
|
|
Total |
|
|
Year |
|
|
Years |
|
|
Years |
|
|
Years |
|
Operating leases |
|
$ |
29,618 |
|
|
$ |
762 |
|
|
$ |
6,983 |
|
|
$ |
5,181 |
|
|
$ |
16,692 |
|
Capital leases |
|
|
177 |
|
|
|
33 |
|
|
|
136 |
|
|
|
8 |
|
|
|
|
|
Note payable |
|
|
9,782 |
|
|
|
150 |
|
|
|
300 |
|
|
|
9,332 |
|
|
|
|
|
License and distribution agreement |
|
|
12,778 |
|
|
|
5,977 |
|
|
|
6,801 |
|
|
|
|
|
|
|
|
|
Deferred compensation |
|
|
5,751 |
|
|
|
180 |
|
|
|
4,238 |
|
|
|
1,333 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
58,106 |
|
|
$ |
7,102 |
|
|
$ |
18,458 |
|
|
$ |
15,854 |
|
|
$ |
16,692 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item 3. |
|
Quantitative and Qualitative Disclosures about Market Risk |
Information with respect to disclosures about market risk is contained in the section entitled
Managements Discussion and Analysis of Financial Condition and Results of Operations Market
Risk in this Form 10-Q.
34
|
|
|
Item 4. |
|
Controls and Procedures |
(a) Controls and Procedures
We maintain disclosure controls and procedures (Disclosure Controls), as such term is
defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, 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 SECs rules and forms, and that
such information is accumulated and communicated to our management, including our Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required
disclosure.
As required by Rule 13a-15(b) and 15d-15(b) under the Exchange Act, we carried out an
evaluation, under the supervision and with the participation of our management, including our Chief
Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation
of our disclosure controls and procedures as of the end of the period covered by this report. Based
on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our
disclosure controls and procedures were effective as of the date of such evaluation.
(b) Change in Internal Controls over Financial Reporting
There were no changes, except as noted below, in the Companys internal control over financial
reporting during its most recently completed quarter that have materially affected or are
reasonably likely to materially affect its internal control over financial reporting, as defined in
Rule 13a-15(f) under the Exchange Act.
During the second quarter of fiscal 2008, the Company implemented Phase I SAP, an enterprise
resource planning system. The second phase of this implementation involves the installation of a
warehouse and transportation management system that has been licensed from HighJump Software, and
the integration of that system with the Companys financial reporting systems which operate on an
SAP platform. The second, and final, phase of this ERP implementation is anticipated to be
installed in the summer of fiscal year 2009. As appropriate, the Company is modifying the design and
documentation of its internal control processes and procedures to reflect these changes and to
supplement and complement existing internal control over financial reporting. Based on managements
evaluation, the necessary steps have been taken to monitor and maintain appropriate internal
control over financial reporting during this period.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
See Litigation and Proceedings discussion in Note 20 to the Companys consolidated financial
statements included herein.
Item 1A. Risk Factors
Information regarding risk factors appears in Managements Discussion and Analysis of
Financial Condition and Results of Operations Forward-Looking Statements / Important Risk
Factors in Part 1 Item 2 of this Form 10-Q and in Part 1 Item 1A of our Annual Report on Form
10-K for the fiscal year ended March 31, 2007. There have been no material changes from the risk
factors previously disclosed in our Annual Report of Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities
None.
35
Item 4. Submission of Matters to a Vote of Securities Holders
None.
Item 5. Other Information
None
Item 6. Exhibits
(a) The following exhibits are included herein:
|
|
|
31.1
|
|
Certification of the Chief Executive Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002 (Rules 13a-14 and 15d-14 of the
Exchange Act) |
|
|
|
31.2
|
|
Certification of the Chief Financial Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002 (Rules 13a-14 and 15d-14 of the
Exchange Act) |
|
|
|
32.1
|
|
Certification of the Chief Executive Officer pursuant Section 906 of
the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350) |
|
|
|
32.2
|
|
Certification of the Chief Financial Officer pursuant Section 906 of
the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350) |
36
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
|
|
|
|
|
Navarre Corporation
(Registrant)
|
|
Date: February 8, 2008 |
|
/s/ Cary L. Deacon
|
|
|
|
Cary L. Deacon |
|
|
|
President and Chief Executive Officer
(Principal Executive Officer) |
|
|
|
|
|
Date: February 8, 2008 |
|
/s/ J. Reid Porter
|
|
|
|
J. Reid Porter |
|
|
|
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer) |
|
|
37