Item 1. Business
Boston Acoustics, Inc. ("the Company") engineers, manufactures and markets moderately-priced, high-quality loudspeaker systems for use in home audio and video entertainment systems and in after-market automotive audio systems. The Company believes that its products deliver better sound quality than other comparably priced loudspeaker systems. Most of the Company's products are assembled by the Company from purchased components, although certain automotive speakers are manufactured by others according to Company specifications. All of the Company's products and subassemblies, including those supplied by outside sources, have been designed by the Company's engineering department. Boston Acoustics' speakers are marketed nationwide through selected audio and audio-video specialty dealers and through distributors in certain foreign countries.
The Company was organized as a Massachusetts corporation in 1979 by Andrew G. Kotsatos and former CEO, Francis L. Reed, who passed away in November 1996. Its principal executive offices and manufacturing facilities are located at 300 Jubilee Drive, Peabody, Massachusetts.
Products
The Company operates in one business industry segment and has distinct product lines as discussed below.
The Home Loudspeaker line consists of five bookshelf models currently ranging in price from $150 to $420 per pair, three floor-standing systems currently priced from $550 to $1400 per pair, two three-piece subwoofer/satellite systems currently priced at $400 and $800 per system, and three powered subwoofers priced at $400, $600 and $1200. Additional products for the home theater market include four different center-channel speakers currently ranging in price from $130 to $400 each. The Company also produces magnetically shielded versions of most of its models and produces three indoor/outdoor speaker systems (Voyager-Registered Trademark-, Runabout-Registered Trademark- I, and Runabout-Registered Trademark- II) currently priced from $200 to $400 per pair. The Company also produces a complete THX-Registered Trademark- Home Theater speaker system priced at $2,400.
The Designer Series line is a collection of speaker systems engineered for flush mounting in the walls or ceilings of homes, businesses and recreational vehicles. There are six models in the Designer Series line with prices currently ranging from $130 to $500 per pair.
The Company has 38 models of automotive speakers with prices currently ranging from $60 to $700 per pair. The automotive line includes high-quality full-range replacement speakers, sophisticated component systems, and subwoofers. The component systems permit flexible speaker placement and provide sound rivaling that of fine home speakers. The automotive line includes the CX Series, the
700 Series of plate speakers, the Boston Rally-TM- RC Series of component speakers, the Boston Rally RX Coaxial Series, the Boston Rally RS Subwoofers and Band-Pass enclosure systems, the Boston Rally RM Series, and the premium performance ProSeries Speaker Systems.
New Products
During fiscal 1997 the Company added a number of new products, described below, to supplement or replace those products which have matured, to increase penetration of current markets, and to gain footholds in new markets.
During fiscal 1997 the Company introduced two THX-certified speakers--the VR14 center channel and VR35 floorstanding main--to its flagship THX line that includes VRS Pro surrounds and the VR2000 powered subwoofer. This premier system offers our highest quality of movie sound reproduction. The suggested retail price for the VR14 is $600 and $1,300 for a pair of the VR35 speakers.
During fiscal 1997 the Company introduced the Micro Reference Series, an upgrade of the discontinued SubSat Series. The Micro Reference Series consists of the three-piece Micro80, the three-piece Micro90 and the four-piece Micro90t theater system with suggested retail prices of $400, $800 and $1,000, respectively.
The Company supplemented its Video Reference Series with the addition of VRS Micro diffuse-field surround speakers. The VRS Micro surrounds, which are also compatible with the Compact Reference and Micro Reference Series, carry a suggested retail price of $200 per pair.
During fiscal 1997 the Company expanded its automotive line of products with several new introductions. The flagship ProSeries line of products was augmented by the introduction of the ProSeries 6.43 automotive three-way component system with a suggested retail of $700. The introduction of the RM6 and RM9 integrated two-way automotive speakers are specifically designed for component performance in factory drop-in locations. The RM6 and RM9 carry suggested retail prices of $249.95 and $299.95, respectively. The RX Series was supplemented with the addition of the RX47 carrying a suggested retail of $139.95.
During fiscal 1997 the Company introduced the Boston Rally Subwoofer Band-Pass enclosure systems consisting of four models--the RS110B, RS112B, RS208B and RS210B. The enclosures incorporate one or two Rally Subwoofers in a balanced band-pass configuration for exceptional volume and true plug and play convenience. The suggested retail prices range from $299.95 to $499.95 per system.
In June 1996, the Company acquired the business of Snell Acoustics (Snell), a manufacturer of high-quality speaker systems for traditional audio and home theater use. Snell specializes in creating furniture-quality speakers for discriminating customers. It has products in three ranges -- bookshelf speakers, floorstanding systems, and THX home theater systems. Products range from $480 per pair for small bookshelf speakers, to $45,000 per system for a complete 7-speaker THX theater system with state-of-the-art digital room correction.
Engineering and Development
The Company's engineering and development department is actively engaged in the development of new products and manufacturing processes, the improvement of existing products and the research of new materials for use in the Company's products. The Company has designed all of its products and subassemblies, including those supplied by outside sources.
The Company's engineering and development staff includes 38 full-time employees and one outside consultant. During fiscal years 1997, 1996 and 1995 the Company spent approximately $3,187,000, $2,497,000, and $2,046,000, respectively, for engineering and development.
Marketing
The Company employs 17 salespersons and retains 12 manufacturer's representatives who service the Company's dealer network. Boston Acoustics' loudspeaker systems are distributed in the United States and Canada through approximately 375 selected home dealers (some of whom have multiple outlets) which are typically audio or audio-video specialty retailers. The Company sells its automotive products through approximately 310 dealers located in the United States and Canada including automotive sound specialty retailers and many of the Company's home audio dealers. The Company's Designer Series speakers are sold by many of its home audio dealers. The Company's dealers usually stock and sell a broad variety of audio components including, in most cases, competing loudspeaker lines. The Company seeks dealers who emphasize quality products and who are knowledgeable about home and automotive entertainment products. One dealer accounted for more than 10% of gross sales during fiscal year 1997.
Boston Acoustics' product lines are also exported to dealers in Canada and through exclusive distributors in certain foreign countries, primarily in Western Europe and Asia Pacific. Export sales accounted for approximately 22% of net sales in fiscal 1995, 20% in fiscal 1996, and 21% in fiscal 1997. See also Note 6 to Consolidated Financial Statements incorporated herein by reference, pursuant to Part II, Item 8.
The Company emphasizes the high performance-to-price ratio of its speakers in its advertising and promotion. Boston Acoustics believes that specialty retailers can be effective in introducing retail customers to the high dollar value of the Company's products. The Company directly supports its dealer network with a cooperative advertising program and by providing Company prepared advertisements and detailed product literature. In addition, the Company advertises in national magazines including Stereo Review, Audio, Car Audio & Electronics, Car Stereo Review, Video, Stereophile's Guide to Home Theater and Audio Video International. During fiscal 1997 the Company spent approximately $2,024,000 (4.0% of net sales) for advertising.
Competition
The Company competes primarily on the basis of performance, price and the strength of its dealer organization.
The market for branded loudspeaker systems is served by many manufacturers, both foreign and domestic. Many products are available over a broad price range, and the market is highly fragmented and competitive. The Company distributes its products primarily through specialty retailers where it competes directly for space with other branded speaker manufacturers. Loudspeaker systems produced by many of the Company's competitors can be purchased by consumers through mass merchandisers, department stores, mail-order merchants, and catalogue showrooms. The Company
believes it is more advantageous to distribute through specialty retailers who provide sales support and service to consumers.
Boston Acoustics competes with a substantial number of branded speaker manufacturers, including Bose Corporation, Infinity and JBL (divisions of Harman International Industries), Polk Audio, Inc., and Klipsch and Associates, Inc. Some of these competitors have greater technical and financial resources than the Company and may have broader brand recognition than Boston Acoustics.
In addition to competition from branded loudspeaker manufacturers, the Company's products compete indirectly with single name "rack systems". Rack systems contain all the various components needed to form an audio system, and are sold by Sony, Pioneer, Technics, Yamaha and many others. Rack systems are generally sold through mass merchandisers and department stores, although many of the Company's dealers also sell rack systems.
Manufacturing and Suppliers
Most of the Company's products are assembled by the Company from components specially fabricated for the Company, although certain automotive speakers are manufactured by others according to Company specifications.
The Company purchases materials and component parts from approximately 154 suppliers located in the United States, Canada, Western Europe and the Far East. Although Boston Acoustics relies on single suppliers for certain parts, the Company could, if necessary, develop multiple sources of supply for these parts. The Company does not have long-term or exclusive purchase commitments nor does the Company have written agreements with any of its inventory suppliers. No supplier accounted for more than 10% of the Company's purchases during fiscal year 1997.
Seasonality and Consumer Discretion
The home and automotive audio markets are both somewhat seasonal, with a majority of home speaker retail sales normally occurring in the period October through March and a majority of automotive speaker retail sales normally occurring in the period April through October.
The Company's sales and earnings can also be affected by changes in the general economy since purchases of home entertainment and automotive audio products, including loudspeakers, are discretionary for consumers.
Patents and Trademarks
Boston Acoustics holds two United States patents which relate to certain automotive speaker assemblies and cabinet design. The Company also has several registered trademarks including Boston-Registered Trademark-, Boston Acoustics-Registered Trademark-, Varimount-Registered Trademark-, Magnaguard-Registered Trademark-, PowerVent-Registered Trademark-, Tempo-Registered Trademark-, Voyager-Registered Trademark-,_and Runabout-Registered Trademark-. Trademarks used by the Snell subsidiary include Snell Acoustics, Snell Multimedia, Snell Music & Cinema and Room Ready-Registered Trademark-. The Company believes that its growth, competitive position and success in the marketplace are more dependent on its technical and marketing skills and expertise than upon the ownership of patent and trademark rights. There can be no assurance that any patent or trademark would ultimately be proven valid if challenged.
Backlog
The Company currently has no significant backlog. The Company's policy is to maintain sufficient inventories of finished goods to fill all orders within two business days of receipt.
Warranties
Boston Acoustics warrants its home speakers to be free from defects in materials and workmanship for a period of five years, its Designer Series speakers for a period of one year and its automotive speakers for one year. Warranty costs during fiscal 1997 were not significant.
Employees As of June 20, 1997, the Company had 295 full-time employees who were engaged as follows: 203 in production and materials management; 38 in engineering and development; 34 in marketing and sales support; and 20 in administration.
None of the Company's employees are represented by a collective bargaining agreement and the Company believes that its relations with its employees are satisfactory.
Executive Officers of the Registrant
There is incorporated herein by reference the information concerning Andrew G. Kotsatos, who is Chairman of the Board, Chief Executive Officer and Treasurer of the Company, and Fred E. Faulkner, Jr., who is President and Chief Operating Officer of the Company, from the Company's definitive Proxy Statement for its Annual Meeting of Stockholders to be held on August 12, 1997, under the headings "Proposal No. 1 -- Election of Directors", "Board of Directors", and "Certain Transactions and Relationships". Information concerning the Company's other executive officers as of June 20, 1997 is set forth below.
Ira S. Friedman has served as Vice President - Marketing since February 1991 and President of Snell Acoustics since June 1996. He joined the Company in 1989 as Director of Marketing. In 1990 he became Director of Marketing and Sales. Mr. Friedman was previously a marketing consultant for various advertising agencies, including Vector Research and Celltronics. He holds an MBA degree from Harvard Business School.
Moses A. Gabbay has been Vice President - Engineering since joining the Company in 1981. Mr. Gabbay was previously Director of Engineering at Avid Corporation and an acoustic engineer for Teledyne Acoustic Research.
Paul F. Reed was named Vice President - Administrative Services in May 1993. He has been with the Company since its inception in 1979. From production and shipping, Mr. Reed moved to sales in 1986 and, in 1989, became a Regional Sales Manager. He was named Director of Administrative Services in 1990.
Debra A. Ricker-Rosato was named Vice President - Finance in May 1993. Prior to joining the Company in October 1986 as Controller, Ms. Ricker-Rosato was employed by Babco-Textron from 1975, a manufacturer of small aircraft engine components. Her last position with Babco-Textron was that of Assistant Controller. She holds an MSF degree from Bentley College.
Robert L. Spaner was named Vice President - Sales in May 1993. He joined the Company in 1987 as a regional sales manager. In 1990 he became National Sales Manager. Mr. Spaner was formerly employed by Kloss Video as Western Regional Manager and worked six years in retail sales at Tweeter, Etc.
Each executive officer is elected for a term scheduled to expire at the meeting of Directors following the Annual Meeting of Stockholders or until a successor is duly chosen and qualified. There are no arrangements or understandings pursuant to which any executive officer was or is to be selected for election or reelection. There are no family relationships among any Directors or executive officers, except that Paul F. Reed, an executive officer, and Lisa M. Mooney, a director, are brother and sister.
Item 2.
Item 2. Properties
During fiscal 1995 and 1996, the Company purchased a total of three parcels of land totaling 11 acres for approximately $1.4 million. This land was used to construct the Company's new principal executive offices and manufacturing facilities at 300 Jubilee Drive, Peabody, Massachusetts. Construction of the 150,000 square foot building began in June 1995 with occupancy taking place in February 1996.
Snell Acoustics (Snell), a subsidiary of the Company, leases all of the properties used in its business. Snell maintains its principal executive offices and manufacturing facilities at 143 Essex Street, Haverhill, Massachusetts. A total of 65,090 square feet of space is leased from an unrelated party under an operating lease which expires in March 1999.
Item 3.
Item 3. Legal Proceedings
There are no material legal proceedings affecting the Company.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of shareholders during the fourth quarter of fiscal 1997.
PART II
Item 5.
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
The information required by this item is incorporated by reference to the section entitled "Stock Market Activity" on page 16 in the Registrant's 1997 Annual Report to Stockholders, which is filed herewith as Exhibit 13.
Item 6.
Item 6. Selected Financial Data
The information required by this item is incorporated by reference to the section entitled "Selected Financial Data" on page 15 in the Registrant's 1997 Annual Report to Stockholders, which is filed herewith as Exhibit 13.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
The information required by this item is incorporated by reference to the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" on pages 6 and 7 in the Registrant's 1997 Annual Report to Stockholders, which is filed herewith as Exhibit 13.
Item 8.
Item 8. Financial Statements and Supplementary Data
The information required by this item is incorporated by reference to the Consolidated Financial Statements at March 29, 1997 and notes thereto on pages 8 through 14 in the Registrant's 1997 Annual Report to Stockholders, which is filed herewith as Exhibit 13.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant
Pursuant to General Instruction G(3) of Form 10-K and Instruction 3 to Item 401(b), the information required by this item concerning executive officers, including certain information incorporated herein by reference to the information appearing in the Company's definitive Proxy Statement for its Annual Meeting of Stockholders to be held on August 12, 1997 concerning Andrew G. Kotsatos, who is the Chairman of the Board, Treasurer and Chief Executive Officer of the Company, and Fred E. Faulkner, Jr., who is President and Chief Operating Officer of the Company, is set forth in Part I, Item 1, hereof, under the heading "Executive Officers of the Registrant" and information concerning Directors, including Messrs. Kotsatos and Faulkner, is incorporated by reference to the sections entitled "Proposal No. 1 -- Election of Directors", "Compensation Interlocks and Insider Participation" and "Board of Directors" in the Registrant's definitive Proxy Statement for its Annual Meeting of Stockholders to be held August 12, 1997.
There is incorporated herein by reference to the discussion under "Compliance with Section 16(a) of the Securities Exchange Act of 1934" in the Company's definitive Proxy Statement for its Annual Meeting of Stockholders to be held August 12, 1997 the information with respect to delinquent filings of reports pursuant to Section 16(a) of the Securities Exchange Act of 1934.
Item 11.
Item 11. Executive Compensation
The information required by this item is incorporated by reference to the sections entitled "Executive Compensation" in the Registrant's definitive Proxy Statement for its Annual Meeting of Stockholders to be held August 12, 1997.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The information required by this item is incorporated by reference to the section entitled "Principal and Management Stockholders" in the Registrant's definitive Proxy Statement for its Annual Meeting of Stockholders to be held August 12, 1997.
Item 13.
Item 13. Certain Relationships and Related Transactions
The information required by this item is incorporated by reference to the section entitled "Certain Relationships and Transactions" in the Registrant's definitive Proxy Statement for its Annual Meeting of Stockholders to be held August 12, 1997.
PART IV
Item 14.
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a) The following documents are included as part of this report:
(1) Financial Statements
The following consolidated financial statements are incorporated by reference to the Registrant's 1997 Annual Report to Stockholders:
Report of Independent Public Accountants.
Consolidated Balance Sheets as of March 29, 1997 and March 30, 1996.
Consolidated Statements of Income for the three years ended March 29, 1997.
Consolidated Statements of Shareholders' Equity for the three years ended March 29, 1997.
Consolidated Statements of Cash Flows for the three years ended March 29, 1997.
Notes to Consolidated Financial Statements.
(2) Financial Statement Schedules
The following financial statement schedules are filed as part of this report and should be read in conjunction with the consolidated financial statements:
Report of Independent Public Accountants on Schedules
Schedule I -- Valuation and Qualifying Accounts
Other financial schedules have been omitted because they are not required or because the required information is given in the Consolidated Financial Statements or notes thereto.
(3) Listing of Exhibits
* Indicates an exhibit which is filed herewith. + Indicates an exhibit which constitutes an executive compensation plan. # Indicates that portions of the exhibit have been omitted pursuant to a request for confidential treatment. ________________
(1) Incorporated by reference to the similarly numbered exhibits in Part II of File No. 33-9875.
(2) Incorporated by reference to the similarly numbered exhibit in Item 14 of the Company's Annual Report on Form 10-K for the year ended March 27, 1993.
(3) Incorporated by reference to the similarly numbered exhibit in Item 14 of the Company's Annual Report on Form 10-K for the year ended March 25, 1989.
(4) Incorporated by reference to the similarly numbered exhibit in Item 14 of the Company's Annual Report on Form 10-K for the fiscal year ended March 26, 1994.
(5) Incorporated by reference to the similarly numbered exhibit in Item 14 of the Company's Annual Report on Form 10-K for the fiscal year ended March 30, 1996.
(b) Reports on Form 8-K:
No reports on Form 8-K were filed by the Registrant during the last quarter covered by this report, and no other such reports were filed subsequent to March 29, 1997 through the date of this report.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, in the City of Peabody, Commonwealth of Massachusetts, on the 20th day of June 1997.
BOSTON ACOUSTICS, INC. (Registrant)
BY: s/Andrew G. Kotsatos -------------------------- Andrew G. Kotsatos Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signatures Capacities Date
s/Andrew G. Kotsatos Director, Chief Executive 6/20/97 - ----------------------- ---------- Andrew G. Kotsatos Officer and Treasurer
s/Fred E. Faulkner, Jr. Director, President and 6/20/97 - ----------------------- ---------- Fred E. Faulkner, Jr. Chief Operating Officer
s/Debra A. Ricker-Rosato Vice President and 6/20/97 - ------------------------ --------- Debra A. Ricker-Rosato Chief Accounting Officer
s/George J. Markos Director 6/20/97 - ----------------------- --------- George J. Markos
s/Lisa M. Mooney Director 6/20/97 - ----------------------- --------- Lisa M. Mooney
SCHEDULE I
BOSTON ACOUSTICS, INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
Allowance for Doubtful Accounts
(1) Addition arising through the acquisition of Snell Acoustics, Inc.
(2) Amounts deemed uncollectible net of recoveries of previously reserved amounts.