AVID TECHNOLOGY, INC.
Avid Technology Park
One Park West
Tewksbury, MA 01876
March 28, 2003
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC 20549
Re: Avid Technology, Inc.
File No. 0-21174
Annual Report on Form 10-K
---------------------------
Ladies and Gentlemen:
Pursuant to regulations of the Securities and Exchange Commission,
submitted herewith for filing on behalf of Avid Technology, Inc. (the "Company")
is the Company's Annual Report on Form 10-K for the fiscal year ended December
31, 2002.
Except as required by changes to accounting standards, the Company's
financial statements filed as part of the Form 10-K do not reflect a change from
the preceding year in any accounting principles or practices or in the method of
applying any such principles or practices.
This filing is being effected by direct transmission to the Commission's
EDGAR System.
Very truly yours,
/s/ Carol E. Kazmer
Carol E. Kazmer
General Counsel
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the fiscal year ended December 31, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the Transition period from to
------------ ------------
Commission File Number 0-21174
AVID TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
Delaware 04-2977748
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Avid Technology Park, One Park West, Tewksbury, MA 01876
(Address of principal executive offices) (Zip Code)
(978) 640-6789
(Registrant's telephone number, including area code)
Securities Registered Pursuant to Section 12(b) of The Act:
None
Securities Registered Pursuant to Section 12(g) of The Act:
Common Stock $.01 Par Value
(Title of Class)
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 such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. YES v NO
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2) YES v NO
The aggregate market value of the voting stock held by non-affiliates of the
registrant was approximately $240,611,701 based on the closing price of the
Common Stock on the NASDAQ National Market on June 28, 2002.
The number of shares outstanding of the registrant's Common Stock as of March
11, 2003, was 27,783,207.
Documents Incorporated by Reference
Document Description 10-K Part
Portions of the Registrant's Proxy Statement for the Annual
Meeting of Stockholders to be held May 21, 2003............ III
This Annual Report on Form 10-K contains a number of forward-looking
statements. Any statements contained herein (including without limitation
statements to the effect that Avid Technology, Inc. (the "Company" or "Avid") or
its management "believes", "expects", "anticipates", "plans" and similar
expressions) that are not statements of historical fact should be considered
forward-looking statements. There are a number of important factors that could
cause the Company's actual results to differ materially from those indicated by
such forward-looking statements. These factors include, without limitation,
those set forth in "Certain Factors That May Affect Future Results."
PART I
ITEM 1. BUSINESS
OVERVIEW
We develop, market, sell and support a wide range of software and hardware
for digital media production, management and distribution. Digital media are
video, audio or graphic elements in which the image, sound or picture is
recorded and stored as digital values, as opposed to analog, or tape-based,
signals. Our diverse range of product and service offerings enables customers to
"Make, Manage and Move Media."
Make Media. We offer digital, non-linear video and film editing systems
that enable customers to manipulate moving pictures and sound in a faster,
easier, more creative, and more cost-effective manner than using traditional
analog tape-based systems. (Non-linear systems allow editors to access material
instantaneously rather than requiring them to work sequentially.) To complement
these non-linear editing systems, Softimage, a subsidiary of Avid, develops a
range of 3D and special effects software, which allows professionals in the
video and film post-production and broadcast markets and other industries to
create graphics and special effects for feature films, television shows, video
games, advertising, and news programs. Our Professional Audio division,
Digidesign, offers digital audio software applications and hardware systems for
music, film, television, video, broadcast, streaming media, and web development.
These systems are based upon proprietary Digidesign/Avid audio hardware,
software, and control surfaces, and allow users to record, edit, mix, process,
and master audio in an integrated manner.
Manage Media. We provide complete network, storage, and database solutions
based on our Avid Unity MediaNetwork technology. This technology enables users
to simultaneously share and manage media assets throughout a project or
organization. The ability to effectively manage digital media assets is a
critical component of success for many broadcast and media companies with
multiple nonlinear editing workstations in a range of geographic locations. As a
result, professionals can collaborate seamlessly on all production elements, and
streamline the process for cost-effectively delivering compelling media
experiences and quickly "re-purposing" or finding new uses or markets for media
assets.
Move Media. We offer products that allow our customers to distribute media
over multiple platforms - including air, over cable or satellite, or through the
Internet. As we believe that the Internet will eventually become a critical
content distribution channel, many of our products support the broadcast of
streaming Internet video. In addition, we provide technology for playback
directly to air for broadcast television applications.
Our products are used worldwide in production and post-production
facilities; film studios; network, affiliate, independent and cable television
stations; recording studios; advertising agencies; government and educational
institutions; corporate communication departments; and game developers and
Internet professionals. Projects produced using our products have been honored
with Oscar(R), Emmy(R), and Grammy(R) awards, as well as a host of other
international awards. (Oscar is a registered trademark and service mark of the
Academy of Motion Picture Arts and Sciences. Emmy is a registered trademark of
ATAS/NATAS. Grammy is a registered trademark of The National Academy of
Recording Arts and Sciences, Inc.)
DIGITAL MEDIA CONTENT MARKETS
Digital formats and tools have largely displaced analog processes in many
markets, such as word processing, electronic spreadsheets, desktop publishing,
graphics, and electronic and mechanical design. However, markets that use film,
video and audio media have more gradually begun migrating to digital formats due
to the technical difficulties and costs associated with digital versions of
those signals. Technical advances in digital media content-creation tools have
made this migration easier, allowing users to create and manipulate more complex
content incorporating several elements of digital media. For example, many video
games now include live-action video, detailed 3D graphics, and high quality
audio, all created, manipulated, and played back in digital form. Feature films,
such as "Star Wars Episode 2 - Attack of the Clones," "Minority Report," and
"Scooby Doo," integrate sophisticated computer-generated special effects into
traditional live action shots.
2
We currently participate in two principal markets: video and film editing
and effects, and professional audio. Both of these markets are transitioning
from well-established analog content-creation processes to digital
content-creation tools.
Our video and film editing and effects market consists of professional
users, over-the-air broadcast and cable companies, and corporate, government,
and educational users. Professional users include independent production or
post-production companies that produce video and film material, such as feature
films, commercials, entertainment and documentary programming, industrial
videos, and music videos; professional character animators and video game
developers; and television facilities, film studios, and certain large
corporations that perform digital media production and post-production in-house.
Our customers also include a wide variety of companies that originate news
programming, including national and international broadcasters, such as the
British Broadcasting Corporation, the Cable News Network, the American
Broadcasting Company, TV Azteca of Mexico, and France Television, as well as
network affiliates, local independent television stations, web news providers
and local and regional cable operators that produce news programming. Finally,
users in corporations and various other institutional settings employ digital
media tools to create and distribute information enriched by the addition of
digital media content to their customers and employees.
Our professional audio market is comprised of professional music studios,
project studios, film and television production and post-production facilities,
television and radio broadcasters, DVD, web and other "new media" production
studios, corporate, government, and educational facilities, as well as
home-hobbyists and enthusiasts. These users range in size from individuals to
large multi-national corporations. Our audio products are employed in a wide
variety of applications, including recording, editing, mixing, processing and
mastering.
ACQUISITIONS IN THE DIGITAL BROADCAST MARKET
In January 2001, we acquired the remaining 50% ownership interest in
AvStar Systems LLC. AvStar was a joint venture that we had originally
established on a 50-50 basis with Tektronix, Inc. (which subsequently sold its
interest to The Grass Valley Group, Inc., now a unit of Thomson Multimedia) to
focus on developing the next generation of newsroom computer systems products by
combining both companies' newsroom computer systems technology. Since September
2000, AvStar has been doing business as iNews, LLC. iNews products include the
iNEWS Newsroom Computer System (NRCS) for news journalist story creation and
production and MediaBrowse software, which simplifies news production by giving
journalists enhanced functionality and features. These products provide
broadcast news software solutions for television, radio, and the Internet. In
2001, Avid worked to integrate products from iNews and Pluto Technologies
International Inc., which we acquired in September 2000, into a comprehensive
product line offering for the broadcast news markets.
In October 2002, we acquired iKnowledge, Inc., a privately held content
management software company. iKnowledge develops next generation asset
management and distribution technology. We are currently integrating iKnowledge
applications for broadcast and media asset management and distribution into our
Avid Unity and Avid Unity for News product lines.
STRATEGY
Our mission is to serve the industries that Make, Manage and Move Media.
Our strategy consists of three key elements:
Continue to Deliver Best-of-Breed Products to Professional Content Creators in
Video and Audio Markets
We continue to focus on markets where digital media content creation
already takes place, and we believe we enjoy a leadership position in each of
these primary markets. These include the professional video and film editing and
effects market (film and television studios, independent production and
post-production firms, and broadcast, including hard news, long form news, and
promotion), and the audio market (music, audio production, and post-production).
We plan to strengthen our positions in these markets by enhancing our existing
products; introducing new products that satisfy a broader range of customer
needs in these markets developed internally, jointly with third parties or
through acquisitions; and continuing to provide excellent customer service,
support and training.
3
Extend Technology to Analog-Based Market Sectors
We believe that we have established unit and revenue market share
leadership positions in the professional video and film digital markets, the
digital audio market, and the television on-line editing market. To strengthen
these positions and further increase our overall market share, we are
specifically targeting high definition media creation in post-production, and
nonlinear workflow in all markets. For example, we believe that an expansion
opportunity exists in television news production, which is still largely video
tape-based. We believe that tape-based analog media will ultimately be replaced
by file-based digital media because digital solutions offer a more efficient and
cost-effective solution to the news workflow process than their analog
counterparts. Additional market sectors that are primarily analog-based, and
which we also intend to pursue, include corporate and industrial video, and
audio mixing, mastering and tracking.
Deliver Seamlessly Integrated Workflow For Customers Who Have Multiple Systems
or Work in Multiple Media Disciplines
We continue to invest significant resources in enhancing the
interoperability of our broad suite of products that Make, Manage and Move
Media. To satisfy the demands of the post-production and broadcast markets, we
are committed to delivering integrated solutions to our users, not just point
products. For example, with Avid Unity-based collaborative workgroups, we are
seeking to enable all our products to connect to one another through the sharing
of common media production assets and metadata in a seamless workflow that
encompasses all the disciplines in content creation - acquisition, editing,
image manipulation, graphics, audio, mastering, encoding and distribution. An
Avid Unity for News solution, for example, can facilitate all the tasks required
to create news stories for broadcast by leveraging the aggregate power of all of
our tools. The entire process, including capturing news feeds, managing scripts
and announcer recordings, editing and manipulating video, audio and graphics
elements, delivering the finished product to a video server for playback,
automated repurposing of the story for web distribution, and streaming the
repurposed content to the consumer, can be accomplished seamlessly by an array
of our products working together, connected in an Avid Unity workgroup.
Beyond interoperability within the Avid family of products, we seek to
design all of our products so that they are based on and can work with a variety
of established industry-wide standards, including computer platforms, operating
systems, networking protocols, data compression, and digital media handling
formats. We have been a leader in defining and developing the Advanced Authoring
Format, or AAF, a multimedia file format that enables content creators to easily
exchange digital media and information about the media, or metadata, across
platforms and between systems and applications. AAF saves time, simplifies
project management, and preserves valuable metadata that can be lost when
transferring media between applications.
In order to address the needs for collaboration and efficient workflow in
a local-area network (LAN) or wide-area network (WAN) environment, we offer
the Avid Unity Productivity Tools, such as Avid Unity MediaManager and Avid
Unity TransferManager products. MediaManager makes media accessible to more
people by providing a simple Web browser interface to search, view, and select
high resolution video on any desktop. TransferManager enables local or
geographically dispersed content creators to collaborate easily by facilitating
the exchange of digital media. TransferManager streamlines and automates the
task of transferring production assets between editing systems, between
collaborative Avid Unity workgroups, and between Avid Unity workgroups and
external Avid editing or video server systems.
PRODUCTS
The following section describes our major products and product families
within the two markets into which they are sold. Information about our
reportable segments, including total revenues and operating income, as well as a
geographic breakdown of our revenues and long-lived assets, can be found in
Footnote N to our Consolidated Financial Statements in Item 8.
Video and Film Editing and Effects Products
Media Composer for Windows and Macintosh Platforms
The Media Composer family of products is used to create high-quality
productions such as television shows and commercials, feature films, music
videos, corporate videos, and other non-broadcast finished videos. This product
family, which accounted for approximately 19%, 21% and 25% of our revenues in
2002, 2001 and 2000, respectively, includes four Media Composer models: the
Media Composer Off-line, the Media Composer 1000, the Media Composer 9000, and
the Film Composer product, each of which provide various levels of capability
4
and functionality. Our Media Composer product is a computer-based digital,
non-linear editing system designed primarily for use by professional film and
video editors. It converts visual and audio source material from video tape to a
digital format and stores the converted material on a range of hard disk storage
devices. Once digitized, the stored media can be previewed, edited, and played
back. We believe that the Media Composer system product line holds a greater
unit market share than any other digital non-linear editing system in
professional video editing markets. The Film Composer product is a 24
frames-per-second, or fps, editing system for projects that originate and finish
on film. Film footage can be converted to video signals for editing, but because
video runs at different speeds --30 fps in the United States and 25 fps in other
countries -- a standard 30 or 25 fps video editing system does not yield an
accurate 24 fps film cut list from which to edit a final master of the film.
Avid's Film Composer product includes software that solves this problem by
determining which frames on the video tape are actual frames from the film
source material.
Avid Symphony for Windows and Macintosh Platforms
The Avid Symphony product line offers on-line editing and finishing
capabilities targeted at high-end post-production, such as primetime television
programs and nationally broadcast commercials. The Avid Symphony system is
designed to finish high-end editorial projects, which are "off-lined", or put
into a narrative story format, on Media Composer and traditionally finished in a
linear suite. The Avid Symphony system delivers all of the proven Media Composer
editing functionality, plus higher-end finishing tools such as advanced
scene-to-scene color correction and 24 fps Universal Mastering.
Avid|DS and Avid|DS-HD for Windows Platform
The Avid|DS product is a comprehensive, non-linear production system for
creating, editing, and finishing effects-intensive short projects, such as
commercials and music videos. It combines a rich set of tools for video and
audio editing, compositing, effects generation, image treatment and project
management, all integrated within a unified architecture and common user
interface, running on the Windows NT platform. With Avid|DS, digital artists
have access to a comprehensive toolset with the capability of processing
uncompressed video, combined with a choice of third-party hardware platforms.
Avid Xpress for Windows and Macintosh Platforms
The Avid Xpress product is a digital, non-linear video editing system
designed to meet the needs of media professionals and video/film educators
involved with video and multimedia production for a variety of distribution
mediums including videotape, CD-ROM and the Internet. Avid Xpress software has a
streamlined user interface and editing model targeted for this category of user.
As a less expensive product than the Media Composer, Symphony and Avid|DS
systems, the Avid Xpress system targets a broader potential customer base.
Avid Xpress DV for Windows and Macintosh Platforms
The Avid Xpress DV product is a digital, non-linear video editing system
designed to offer the professional quality and sophistication of an Avid system
at a lower cost. The Avid Xpress DV system is marketed to media professionals,
Internet video developers, and video/film educators involved with video and
multimedia production for a variety of distribution mediums including videotape,
CD-ROM and the Internet. Avid Xpress DV software has a streamlined user
interface and editing model, and is ideal for DV-format based production
environments where cost is a major factor. The Avid Xpress DV system delivers
the industry leading Avid-editing user interface at an affordable price point in
a portable form convenient for editing in the field or on location.
NewsCutter Effects for Windows Platform
Our NewsCutter Effects product is a computer-based digital, non-linear
video editing system designed to meet the demands of television news production.
The NewsCutter Effects system supports the popular DVCPro 25 and 50 megabyte
media compression formats and the emerging D10/IMX format, and is built on a
Windows NT-based computer platform. NewsCutter Effects enables broadcast news
editors to edit news and news features in an environment with time-critical
demands. Based on the same core technology as the Media Composer system, the
NewsCutter Effects system offers a range of editing and effects features. Our
NewsCutter Effects product can operate as a stand-alone editing system or in a
news production workgroup with a playback system.
5
NewsCutter XP
Our NewsCutter XP product significantly expands the reach of our
NewsCutter product line, delivering a powerful editing suite into the hands of a
journalist in the field using just a laptop computer and a portable camera. The
Desktop version of our NewsCutter XP product offers a lower cost alternative to
our NewsCutter Effects product, with all of the news-specific innovation of the
NewsCutter line, excluding hardware-based acceleration.
Avid AirSPACE, VideoSPACE and HyperSPACE
Our AirSPACE, VideoSPACE and HyperSPACE products, together with other Avid
products, provide us with end-to-end broadcast solutions from ingest to editing,
storage and playback. These products have been among the industry's leaders in
HDTV and SDTV broadcast and post-production server solutions. When combined with
NewsCutter Effects, NewsCutter XP and the Avid Unity for News systems, the
AirSPACE product line is a preferred server for news applications.
Avid iNews Products
The Avid iNews product is a newsroom production and automation system
designed to facilitate and integrate the processes of news gathering, story
creation, script editing, and newscast planning and creation. The Avid iNews
system features a simplified user interface for novice users and the ability to
export to the Internet and directly access Internet news files using standard
web browsers. The Avid iNews system is scalable from 10 to 1,000 users, and its
WAN capabilities allow stories to be automatically routed from one station in a
group to another.
The Avid MediaBrowse desktop tool streamlines news production by giving
producers, journalists, and writers simultaneous access to view video assets,
select clips, and perform simple edits at their workstations. With the Avid
MediaBrowse product, media is available to multiple users even while feeds are
recording, allowing edit decisions to be automatically transferred to a
NewsCutter system. Additionally, the MediaBrowse tool can be integrated with the
Avid Unity MediaNetwork for News environment.
SOFTIMAGE Content Creation Tools
The SOFTIMAGE family of content creation tools provides users in various
industries with speed and flexibility in 3-D animation, 2-D cel animation,
compositing and special effects software. SOFTIMAGE|XSI software provides a wide
range of tools in a unified, integrated 3-D environment, enabling users to
produce richer and more visually sophisticated results in less time, thus
offering clients more flexibility as well as the potential to increase the
number of projects they can complete in a given period. SOFTIMAGE|XSI v3.0,
released in October 2002, is certified for Windows NT, Windows 2000, Windows XP,
IRIX and LINUX platforms. Our SOFTIMAGE|3D product was our initial content
creation tool for 3-D character animation for the film, commercial, and games
development markets. SOFTIMAGE|3D features production-proven organic modeling,
character animation tools, and high-quality photo-realistic rendering.
SOFTIMAGE|3D v4.0, is certified for Windows NT, Windows 2000, IRIX and LINUX
platforms.
At the end of 2002, we released our SOFTIMAGE|BEHAVIOR v1.0 product, a
scalable, fully programmable crowd simulation and behavioral animation system,
incorporating a complete Integrated Development Environment (IDE). Also, in the
fourth quarter of 2002, we released our SOFTIMAGE|XSI Batch v3.0, SOFTIMAGE|XSI
Batch Serve v1.5, and SOFTIMAGE|XSI Batch Universal v3.0 software, a family of
products which facilitate the automation of batch processing and batch rendering
in production pipelines.
Avid Unity MediaNetwork
The Avid Unity MediaNetwork system is a set of open networking and central
storage technologies based on an advanced media file system that enables
real-time, simultaneous sharing of high-bandwidth media. Avid Unity MediaNetwork
connects editors, artists, sound designers, and effects specialists throughout a
digital facility to the same network, significantly improving workflow, raising
productivity, and enhancing creativity by eliminating many of the routine,
mechanical tasks associated with managing today's part-linear, part-non-linear
post-production process. Included in Avid Unity MediaNetwork are advanced media
transfer utilities and server-assisted shared storage and networking
technologies, providing support for a wide range of applications and platforms.
6
Storage Systems
We offer a family of local media storage solutions for use with our
systems. Storage systems are used to add media editing or playback capacity,
improve image quality, support workgroup media sharing, and protect media from
loss due to hardware failure. We purchase disk drives, tape drives, and storage
enclosure sub-systems from third-party manufacturers, integrate them, enhance
their performance, test and certify them for use with our systems, and package
them in various configurations. These storage systems range in capacity from
nine gigabytes to over seven terabytes (7,000 gigabytes).
Professional Audio Products
Pro Tools
Developed by our Digidesign division, the Pro Tools product is a
multi-track, non-linear digital audio workstation that runs on Mac OS and
Windows platform-based personal computers. Pro Tools software provides solutions
for the entire audio production process, including sound synthesis, recording,
editing, signal processing, integrated surround mixing, and mastering. Pro Tools
users are in the consumer, prosumer and professional music, film, television,
radio, multimedia, DVD, and Internet production markets. The Pro Tools system
supports a rich development architecture, with more than 100 development
partners providing a variety of additional software and hardware add-on options.
Our flagship ProTools|HD system began shipping in early 2002.
Digidesign offers Pro Tools systems in a variety of price points and
configurations, ranging from high-end systems for professional music and
post-production, to the affordable Mbox, Digi 001 and Digi 002 systems for home
production studios. The Mbox system, introduced in early 2002, is an
"all-in-one" two-channel mic/line USB audio interface, designed in cooperation
with Focusrite Audio Engineering, Ltd., a leading manufacturer of analog audio
processing equipment. Bundled with Pro Tools LE software, the Mbox system
integrates audio recording, editing and mixing into an affordable, portable
package for entry-level users, as well as professionals who wish to use
additional low cost satellite systems. The Digi 002 product, introduced in late
2002, is designed as a comprehensive home audio production studio. The Digi 002
product combines a versatile multi-channel audio interface with multiple
mic/line preamps, a full-featured and compact control surface with
touch-sensitive motorized faders, and can also act as a standalone compact
digital mixer. It communicates with the bundled Pro Tools LE software via 1934
FireWire(R) connection.
The Pro Tools product family accounted for approximately 27%, 19% and 20%
of our revenues in 2002, 2001 and 2000, respectively.
ProControl
The ProControl system is Digidesign's high-end, expandable hardware
control surface for hands-on access to the recording, editing, processing, and
surround mixing capabilities of Pro Tools software. The ProControl control
surface connects to the Pro Tools software via high-speed Ethernet. The
ProControl device allows full control of Pro Tools functions with patented
faders and dedicated switches, character displays and knobs. With its modular
design, the ProControl system can be customized to fit any studio, providing
from 8 to 48 channels of simultaneous control. The Edit Pack option adds
integrated control of advanced editing and surround mixing features, rounding
out the ProControl product range. The ProControl product can act as a
comprehensive front end for professional Pro Tools systems.
Control|24
In early 2001, Digidesign released the Control|24 device, a control
surface that combines hands-on access to Pro Tools software features and
high-quality microphone pre-amplifiers from Focusrite. The Control|24 system
communicates with Pro Tools software via Ethernet, and provides control of most
Pro Tools functions. The Control|24 device is a 24-channel, fixed-size control
surface, designed for music production and broadcast applications.
AVoption|XL
The AVoption|XL hardware option for Pro Tools systems allows the user to
record, edit and process sound synchronized with Avid-format, non-linear digital
video. Designed for post-production professionals working in film, TV and video,
AVoption|XL enables capture, playback, and basic editing of broadcast-quality
picture from projects originating on Avid Media Composer, Film Composer and
Symphony systems. The AVoption|XL hardware also includes the DigiTranslator
software option that provides users with a high level of media and metadata
interchange with any compatible Avid video editing system.
7
SALES AND SERVICE
We market and sell our solutions through a combination of direct and
indirect sales channels, covering a range of customers throughout the world.
From our traditional stronghold in the high-end post-production market to
broadcast news, low-cost post-production, and streaming media solutions, we
strive for balanced market and geographic sales coverage. We target an array of
markets from our traditional customer base in high-end post-production to newer
markets in broadcast news, low-cost post-production, and streaming media
solutions. We sell our products primarily through a network of more than 250
independent distributors, value-added resellers and dealers. We supplement these
channels with a team of our sales representatives directly serving select
customers and markets.
We provide customer service and support directly through regional
telephone support centers and major-market field service representatives, and
indirectly through strategically located dealers, value-added resellers and
authorized third-party service providers. Customers may choose from a variety of
support offerings, including 24-hour telephone support, quick-response on-site
assistance, hardware replacement and extended warranty and software upgrades.
Customer training is available directly from us or through field-based
authorized third-party Avid training centers around the world.
MANUFACTURING AND SUPPLIERS
Our manufacturing operations consist primarily of the testing of
subassemblies and components purchased from third parties, the duplication of
software, and the configuration, assembly and testing of board sets, software,
related hardware components, and complete systems. We also rely on independent
contractors to manufacture components and subassemblies to our specifications.
Our systems undergo testing and quality assurance at the final assembly stage.
We are dependent on a number of sole source vendors for certain key hardware
components of our products. For the risks associated with our reliance upon
certain vendors, see "Certain Factors that May Affect Future Results" under Item
7.
We have manufacturing facilities in Tewksbury, Massachusetts; Dublin,
Ireland; Madison, Wisconsin; and Menlo Park, California. The Company has also
contracted with third-party manufacturing facilities for certain component
parts.
RESEARCH AND DEVELOPMENT
Our research and development efforts are focused on the development of
digital media content-creation tools and workgroup solutions that operate
primarily on Mac OS- and Windows NT-based computers. This includes the
development and enhancement of best-in-class video, film, 3-D animation, and
audio editing systems to meet the needs of professionals in the television,
film, music, broadcast news production, and industrial post-production markets,
and of end-users in the educational and corporate markets. Our research and
development efforts therefore also include networking and storage initiatives to
deliver standards-based media transfer and media asset management tools, as well
as stand-alone and network-attached media storage systems for workgroups.
Increasingly, we design our systems to be Internet-enabled with technology for
encoding and streaming media to the Internet.
Our research and development operations are primarily located in
Tewksbury, Massachusetts; Daly City, California; Madison, Wisconsin; and
Montreal and Edmonton, Canada. We also employ various independent firms and
contractors in the United States and abroad for certain research and development
activities.
COMPETITION
The markets for our products are highly competitive and subject to rapid
change. Our competition is fragmented, with a large number of suppliers
providing different types of products to different markets.
In the video and film editing and effects market, we compete primarily
with vendors that offer similar digital production and post-production editing,
effects, and animation products based on standard computer platforms. Our
competitors in the digital production and post-production editing and effects
markets include Discreet Logic (a division of Autodesk, Inc.), Apple Computer,
Quantel, Alias/Wavefront (a subsidiary of Silicon Graphics), Panasonic (a
8
subsidiary of Matsushita), Media 100 Inc., Pinnacle Systems, Inc. and Sony
Corporation. Our competitors in the 3-D market include Discreet Logic,
Alias/Wavefront, and NewTek Inc.
We also compete with vendors that offer editing and effects products for
originators of broadcast news. Our broadcast competitors include Associated
Press, Sony, Panasonic, Pinnacle, The Grass Valley Group (a unit of Thomson
Multimedia), and Leitch Technology Corporation. In the storage market, our
competitors include EMC, Transoft Inc., Medea Corporation, Rorke Data (a
subsidiary of Bell Microproducts), and Hewlett-Packard.
Furthermore, we compete with vendors that generally have offered
analog-based products, such as Sony and Matsushita. We expect that competition
from these analog-based vendors will increase to the extent that such vendors
develop and introduce digital media products.
In the professional audio market, we compete primarily with suppliers of
traditional analog and digital recording and/or mixing systems, including
Euphonix, Mackie Designs, Alesis, and Yamaha as well as other disk-based digital
audio system suppliers including Fairlight Inc., Roland Corporation, Steinberg
Media Technologies AG (now, a subsidiary of Pinnacle), Studio/Audio/Video Ltd.,
and others. In addition, companies such as Creative Technology Ltd. currently
provide low-cost digital audio playback cards targeted primarily at the personal
computer game market. There can be no assurance that these companies will not
also introduce products that are more directly competitive with our products.
We may also face competition in one or both of these markets in the future
from computer manufacturers, such as Hewlett-Packard, IBM, and Silicon Graphics,
as well as from software vendors, such as Oracle and Sybase. Certain of these
companies have announced their intentions to enter some or all of our target
markets, including, specifically, the broadcast news and special effects sectors
of the video and film editing and effects market. In addition, certain
developers of shrink-wrapped digital media software products, such as Adobe and
Macromedia, either offer or have announced video and audio editing products
which may compete with certain of our products.
The primary competitive factors in all of our market sectors are
price/performance, functionality, product quality, reputation, product line
breadth, access to distribution channels, customer service and support, brand
name awareness, and ease of use.
EMPLOYEES
The Company employed 1,556 people as of December 31, 2002.
WEBSITE ACCESS
We make available free of charge on our website, www.avid.com, copies of
our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q, current
reports on Form 8-K, and all amendments to those reports, as soon as reasonably
practicable after such material is filed with the Securities and Exchange
Commission, and in any event on the same day. Additionally, we will provide
paper copies of all such filings free of charge upon request.
ITEM 2. PROPERTIES
Our principal administrative, sales and marketing, research and
development, support, and manufacturing facilities are located in three adjacent
buildings in an office park located in Tewksbury, Massachusetts. Our leases on
these buildings expire in June 2010. In September 2000, we subleased a portion
of this space to an unrelated company. The sublease expires in 2005. In January
2002, we vacated additional space in Tewksbury in connection with our 2001
restructuring action and are currently seeking a tenant for that space.
We lease facilities in Dublin, Ireland; Madison, Wisconsin; and Menlo
Park, California for the manufacture and distribution of our products. We lease
office space in Daly City, California for our Digidesign headquarters, including
its administrative, sales and marketing, and research and development
activities, and in Iver Heath, United Kingdom, for our European headquarters,
including administrative, sales, and support functions. Finally, we lease
facilities in Montreal and Edmonton, Canada, which house certain administrative,
research and development, and support operations. In December 2002, we vacated
portions of our leased space in Daly City and Montreal, and are currently
seeking tenants for the excess space.
9
In September 1995, our United Kingdom subsidiary entered into a 15-year
lease in London, England. We vacated this property in 1999 as part of our
corporate restructuring actions, and have currently sublet all of this space. We
also maintain sales and marketing support offices in leased facilities in
various other locations throughout the world.
We anticipate that our leased facilities will be adequate for our needs
during 2003.
ITEM 3. LEGAL PROCEEDINGS
On March 11, 1996, Avid was named as a defendant in a patent infringement
suit filed in the United States District Court for the Western District of Texas
by Combined Logic Company, a California partnership located in Beverly Hills,
California. On May 16, 1996, the suit was transferred to the United States
District Court for the Southern District of New York on motion by the Company.
The complaint alleges infringement by Avid of U.S. patent number 4,258,385, and
seeks injunctive relief, treble damages and costs, and attorneys' fees. We
believe that we have meritorious defenses to the complaint and intend to contest
it vigorously. However, an adverse resolution of this litigation could have an
adverse effect on our consolidated financial position or results of operations
in the period in which the litigation is resolved. No costs have been accrued
for this loss contingency.
In March 1999, Avid and Tektronix, Inc. were sued by Glen Holly
Entertainment, Inc., a Tektronix distributor, claiming that Tektronix's
discontinuance of the Tektronix Lightworks product line was the result of a
strategic alliance by Tektronix and Avid. Glen Holly raised antitrust and common
law claims against the Company and Tektronix, and sought lost future profits,
treble damages, attorneys' fees, and interest. The anti-trust claims against the
Company and Tektronix were dismissed by the United States District Court for the
District of California on March 23, 2001, and the remaining common law claim
against Avid was dismissed by stipulation and court order on April 6, 2001. Glen
Holly is appealing the lower court's decision. All briefing on the appeal has
been completed. The United States Court of Appeals for the Ninth Circuit heard
oral arguments on October 9, 2002, but has not yet issued its decision. Avid
views the complaint and appeal as without merit and will continue to defend
itself vigorously. However, an adverse resolution of this litigation could have
an adverse effect on our consolidated financial position or results of
operations in the period in which the litigation is resolved. No costs have been
accrued for this loss contingency.
We receive inquiries from time to time regarding possible patent
infringement claims. If any infringement should be found to exist, we may seek
licenses or settlements. In addition, in the normal course of the Company's
business, various claims, charges, and litigation have been asserted or
commenced against the Company arising from or related to contractual or employee
relations, intellectual property rights or product performance. Management does
not believe these claims will have a material adverse effect on the financial
position or results of operations of the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of the Company's security holders
during the last quarter of the fiscal year ended December 31, 2002.
10
EXECUTIVE OFFICERS OF THE REGISTRANT
Set forth below is (i) the name and age of each present executive officer of the
Company; (ii) the position(s) presently held by each person named; and (iii) the
principal occupation held by each person named for at least the past five years.
EXECUTIVE OFFICER AGE POSITION(S)
David A. Krall 42 President and Chief Executive Officer
Paul J. Milbury 54 Vice President and Chief Financial Officer
Joseph Bentivegna 42 Vice President of Video Development
and Operations
David M. Lebolt 46 Vice President and General Manager,
Digidesign
Charles L. Smith 42 Vice President of Worldwide Sales,
Marketing & Services
Michael J. Rockwell 36 Chief Technology Officer
Carol L. Reid 55 Vice President and Corporate Controller
Ethan E. Jacks 49 Vice President of Business Development,
Chief Legal Officer and Corporate Secretary
- --------------------
DAVID A. KRALL. Mr. Krall is currently the Company's President (appointed in
October 1999) and Chief Executive Officer (appointed in April 2000). Previously
he served as Avid's Chief Operating Officer from October 1999 to April 2000.
Prior to that, Mr. Krall served in various capacities at Digidesign: Chief
Operating Officer of Digidesign from July 1998 to October 1999, Vice President
of Engineering from June 1996 to July 1998 and Director of Program Management
from May 1995 to June 1996.
PAUL J. MILBURY. Mr. Milbury was appointed Vice President and Chief Financial
Officer in December 2000. Prior to that time, he was Chief Financial Officer of
iBelong.com, Inc. from April 2000 to December 2000, and of JuniorNet Corporation
from October 1998 to April 2000. Mr. Milbury also spent 19 years at Digital
Equipment Corporation (now Hewlett-Packard Computer Corporation), where in 1995
he became Vice President and Treasurer.
JOSEPH BENTIVEGNA. Mr. Bentivegna was appointed Vice President of Video
Development and Operations in August 2001. Previously, he held a variety of
other positions at Avid, including Vice President and General Manager of Avid
Media Solutions from June 2000 to August 2001, Vice President of Worldwide
Operations from January 1999 to June 2000, Vice President and General Manager of
Asia Operations from September 1998 to January 1999 and Vice President of
Worldwide Manufacturing from June 1996 to September 1998. From November 1991 to
June 1996 Mr. Bentivegna held various other positions at Avid. Prior to that he
held various positions in operations for Access Technology, Inc., a developer of
application software.
DAVID M. LEBOLT. Mr. Lebolt was appointed Vice President and General Manager of
Digidesign in July 2002. Prior to serving in his present position, Mr. Lebolt
served in various capacities at Digidesign, including Vice President of Product
Strategy from November 1999 to July 2002, Director of Product Strategy from
November 1998 to November 1999, and Pro Tools Product Line Manager from February
1994 to November 1998. Before joining Digidesign in 1994, Mr. Lebolt was a
professional keyboardist, producer, arranger and composer. He also has
experience in music advertising and music production, and has received both Clio
and Emmy(R) awards for his production work.
11
CHARLES L. SMITH. Mr. Smith was appointed Vice President of Worldwide Sales,
Marketing and Services in November 1999. Prior to serving in his present
position, Mr. Smith served in various capacities at Digidesign: Vice President
of Sales and Marketing from October 1996 to November 1999, Vice President of
International Sales from August 1995 to October 1996, and Managing Director
Digidesign UK from May 1993 to August 1995.
MICHAEL J. ROCKWELL. Mr. Rockwell was appointed Chief Technology Officer of
Avid in August 2001. Previously, Mr. Rockwell served as Vice President and
General Manager of Avid Internet Solutions from June 2000 to August 2001, and as
Chief Architect for Software Engineering of Digidesign from January 1997 to
November 1999. Prior positions with Digidesign were Director of Application
Development from March 1995 to January 1997 and Director of Multi-Media Products
from April 1994 to March 1995.
CAROL L. REID. Ms. Reid joined Avid in November 1998 as Vice President and
Corporate Controller. Prior to joining the Company, Ms. Reid spent 20 years at
Digital Equipment Corporation (now Hewlett-Packard Computer Corporation), where
she was Vice President of Internal Audit from January 1998 to November 1998 and
Assistant Treasurer/Director from October 1994 to January 1998.
ETHAN E. JACKS. Mr. Jacks has served as Vice President of Business Development
and Chief Legal Officer since March 1999. From May 2000 to December 2000, he
also served as Acting Chief Financial Officer. Prior to joining Avid, Mr. Jacks
was Vice President and General Counsel for Molten Metal Technology, Inc. from
November 1991 to October 1998. Mr. Jacks was also engaged in the private
practice of law for eleven years, including as a partner at McDermott, Will &
Emery.
There are no family relationships among the named executive officers.
12
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
Our common stock is listed on the Nasdaq National Market under the symbol
AVID. The table below shows the high and low sales prices of the common stock
for each calendar quarter of the fiscal years ended December 31, 2002 and 2001.
2002 High Low
---- ---- ----
First Quarter $14.25 $9.85
Second Quarter $13.95 $7.25
Third Quarter $11.79 $7.93
Fourth Quarter $23.47 $8.26
2001 High Low
---- ---- ----
First Quarter $22.50 $12.44
Second Quarter $17.50 $10.62
Third Quarter $14.73 $6.61
Fourth Quarter $13.10 $6.50
On March 11, 2003, the last reported sale price of the Nasdaq National
Market for our common stock was $18.25 per share. The approximate number of
holders of record of our common stock at March 11, 2003 was 531. This number
does not include shareholders for whom shares were held in a "nominee" or
"street" name.
We have never declared or paid cash dividends on our capital stock and
currently intend to retain all available funds for use in the operation of our
business. We do not anticipate paying any cash dividends in the foreseeable
future.
13
ITEM 6. SELECTED FINANCIAL DATA
The following table sets forth our selected condensed consolidated
financial data. Included in our financial statements and selected financial data
are the results of operations of Softimage, which we acquired on August 3, 1998,
and iNews, which we acquired on January 11, 2001. These acquisitions were
accounted for as purchases and, accordingly, the results of operations of
Softimage and iNews are included as of their acquisition dates. The selected
consolidated financial data below should be read in conjunction with the
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the consolidated financial statements and notes thereto included
elsewhere in this filing.
CONSOLIDATED STATEMENTS OF OPERATIONS DATA:
In thousands (except per share data)
For the Year Ended December 31,
--------------------------------------------------------------
2002 2001 2000 1999 1998
--------------------------------------------------------------
Net revenues $418,719 $434,638 $476,090 $452,555 $482,377
Cost of revenues 207,236 213,572 234,424 205,877 190,249
---------- ---------- ---------- ---------- ----------
Gross profit 211,483 221,066 241,666 246,678 292,128
---------- ---------- ---------- ---------- ----------
Operating expenses:
Research and development 82,346 86,140 82,900 88,932 88,787
Marketing and selling 100,761 113,053 119,469 129,889 125,280
General and administrative 19,819 23,313 27,504 28,147 28,549
Restructuring and other costs, net 2,923 8,268 14,469 28,373
Amortization of acquisition-related intangible assets 1,153 31,168 66,872 79,879 34,204
---------- ---------- ---------- ---------- ----------
Total operating expenses 207,002 261,942 296,745 341,316 305,193
---------- ---------- ---------- ---------- ----------
Operating income (loss) 4,481 (40,876) (55,079) (94,638) (13,065)
Other income and expense, net 218 5,529 3,730 3,459 8,636
---------- ---------- ---------- ---------- ----------
Income (loss) before income taxes 4,699 (35,347) (51,349) (91,179) (4,429)
Provision for (benefit from) income taxes 1,700 2,800 5,000 46,369 (796)
---------- ---------- ---------- ---------- ----------
Net income (loss) $2,999 ($38,147) ($56,349) ($137,548) ($3,633)
========== ========== ========== ========== ==========
Net income (loss) per common share - basic $0.11 ($1.49) ($2.28) ($5.75) ($0.15)
========== ========== ========== ========== ==========
Net income (loss) per common share - diluted $0.11 ($1.49) ($2.28) ($5.75) ($0.15)
========== ========== ========== ========== ==========
Weighted average common shares outstanding - basic 26,306 25,609 24,683 23,918 23,644
========== ========== ========== ========== ==========
Weighted average common shares outstanding - diluted 26,860 25,609 24,683 23,918 23,644
========== ========== ========== ========== ==========
CONSOLIDATED BALANCE SHEET DATA:
In thousands
As of December 31,
------------------------------------------------
2002 2001 2000 1999 1998
------------------------------------------------
Cash and investments $89,034 $72,961 $83,206 $72,805 $111,826
Working capital 94,130 85,490 96,585 70,344 118,965
Total assets 235,803 215,806 266,482 312,024 486,715
Long-term debt and other liabilities 1,427 13,020 13,449 14,220 13,261
Total stockholders' equity 123,564 104,758 137,850 167,923 290,311
14
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
OVERVIEW
We develop, market, sell and support a wide range of software and hardware
for digital media production, management and distribution. Digital media are
video, audio or graphic elements in which the image, sound or picture is
recorded and stored as digital values, as opposed to analog, or tape-based,
signals.
During 2001, we announced and implemented restructuring plans to decrease
costs through the consolidation of operations. The restructuring actions were
taken to improve our cost structure and profitability given the economic
pressures facing the Company, and were generally not targeted at specific
products or services. As a result, we recorded total charges of $10.0 million
during the year related to the termination of 194 employees, or 11% of our work
force, and the vacating of certain facilities.
In January 2001, we acquired the remaining 50% ownership interest in
iNews, which was formerly held by The Grass Valley Group (a unit of Thomson
Multimedia). Since the acquisition date, operating results of iNews have been
included in our consolidated operating results. For 2000, our share of the
operating results of iNews was included in other income (expense).
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Our consolidated financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America.
The preparation of these financial statements requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities as of the
date of the financial statements, and the reported amounts of revenues and
expenses during the reporting period. Management continuously re-evaluates its
estimates and judgments, including those related to revenue recognition;
allowances for product returns and exchanges; allowance for bad debts; the
valuation of inventories and income tax assets; and reserves for recourse under
financing transactions. Management bases its estimates and judgments on
historical experience and various other factors that are believed to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities and the
amounts of revenue and expenses that are not readily apparent from other
sources. Actual results may differ from these estimates.
Management believes the following critical accounting policies most
significantly affect the portrayal of the Company's financial condition and
require management's most difficult and subjective judgments.
Revenue Recognition and Allowances for Product Returns and Exchanges
We generally recognize revenue from sales of software or products upon
receipt of a signed purchase order or contract and product shipment to
distributors or end users, provided that collection is reasonably assured, the
fee is fixed or determinable, and all other revenue recognition criteria of SOP
97-2, "Software Revenue Recognition," as amended, are met.
Our products do not require significant production, modification or
customization of software. Installation of the products is generally routine,
requires insignificant effort and is not typically performed by us. However,
certain transactions, those typically involving orders from end-users of a
significant number of products for a single customer site, may require that we
perform an installation effort that we deem to be non-routine and complex. In
these situations, we do not recognize revenue from either the products shipped
or the installation services until the installation is complete. In addition, if
such orders include a customer acceptance provision, no revenue is recognized
until the customer's acceptance of the products and services has been received
or the acceptance period has lapsed.
Approximately 81% of our revenue is derived from indirect sales channels,
including authorized resellers and distributors. Most of our resellers and
distributors are not granted rights to return products to us after purchase, and
actual product returns from them have been insignificant to date. However, some
channel partners, particularly those who resell our Audio products, have
agreements with us that grant them limited rights of return, stock rotation and
price protection. We record a provision for estimated returns and other
allowances, as a reduction of revenues, in the same period that related revenues
are recorded. Management estimates must be made and used in connection with
establishing and maintaining a sales allowance for expected returns and other
credits. In making such estimates, management analyzes historical returns and
15
credits and the amounts of products held by major resellers, and considers the
impact of new product introductions, changes in customer demand, current
economic conditions, and other known factors. Material differences may result in
the amount and timing of our revenue for any period if management's estimates of
potential product returns or other reseller credits prove to be materially
different from actual experience.
We use the residual method to recognize revenues when an order includes
one or more elements to be delivered at a future date and evidence of the fair
value of all undelivered elements exists. Under the residual method, the fair
value of the undelivered element(s) is deferred and the remaining portion of the
revenue is recognized. If evidence of the fair value of one or more undelivered
elements does not exist, we defer all revenues and recognize them when delivery
of those elements occurs or when fair value can be established. Fair value is
based on the price charged when the same element is sold separately to
customers.
At the time of a sale transaction, Avid must make an assessment of the
collectibility of the amount due from the customer. Revenue is only recognized
at that time if management is reasonably assured that collection will occur. In
making this assessment, management considers customer credit-worthiness and
historical payment experience. At that same time, we assess whether the fee
associated with the order is fixed or determinable, considering the payment
terms of the transaction, our collection experience in similar transaction
without making concessions, and our involvement, if any, in third-party
financing transactions, among other factors. If a significant portion of the fee
is due after our normal payment terms, which are generally 30 days (but up to 90
days) after the invoice date, we evaluate whether the fee is fixed or
determinable.
Allowance for Bad Debts and Reserves for Recourse under Financing Transactions
Avid maintains allowances for bad debts for estimated losses resulting
from the inability of its customers to make required payments for products or
services. When evaluating the adequacy of the allowance for doubtful accounts,
we analyze accounts receivable balances, historical bad debts, customer
concentrations, customer credit-worthiness and current economic trends. If the
financial condition of our customers were to deteriorate, resulting in an
impairment of their ability to make payments, additional allowances may be
required.
Avid, through a third party, provides lease financing options to many of
its customers. During the terms of these leases, which are generally three
years, we remain liable for any unpaid principal balance upon default by the
end-user, but such liability is limited in the aggregate. See Footnote I to our
Consolidated Financial Statements in Item 8. We record revenue from these
transactions upon the shipment of our products since we believe that our
collection experience with similar transactions supports our assessment that the
fee is fixed or determinable. We maintain reserves for estimated recourse losses
under this financing program based on historical default rates. While we have
experienced insignificant losses from defaults to date under this program,
deterioration in the financial condition of our customers who participated in
the program could require additional reserves.
Inventories
Inventory in the digital media market, including our inventory, is subject
to rapid technological change or obsolescence. Our management regularly reviews
inventory quantities on hand and writes down inventory for estimated
obsolescence or unmarketability based upon assumptions about future inventory
demand (generally for the following twelve months), and market conditions. If
actual future demand or market conditions are less favorable than those
estimated by management, additional inventory write-downs may be required.
Income Tax Assets
We record deferred tax assets and liabilities based on the net tax effects
of tax credits, operating loss carryforwards and temporary differences between
the carrying amounts of assets and liabilities for financial reporting purposes
and the amounts used for income tax purposes. We then assess the likelihood that
our deferred tax assets will be recovered from future taxable income and, to the
extent we believe that recovery is not likely, we establish a valuation
allowance. The valuation allowance is based on our estimates of taxable income
in each jurisdiction in which we operate and the period over which our deferred
tax assets will be recoverable. Through December 31, 2002, we believe it is more
likely than not that substantially all of our deferred tax assets will not be
realized and, accordingly, we have recorded a valuation allowance against
substantially all of our deferred tax assets. If results of operations in the
future indicate that some or all of the deferred tax assets will be recovered,
the reduction of the valuation allowance will be recorded as a tax benefit
during one period or over many periods.
16
RESULTS OF OPERATIONS
The following table sets forth certain items from our consolidated
statements of operations as a percentage of net revenues for the periods
indicated:
For the Year Ended December 31,
---------------------------------
2002 2001 2000
---------------------------------
Net revenues 100.0% 100.0% 100.0%
Cost of revenues 49.5% 49.1% 49.2%
--------- --------- ---------
Gross profit 50.5% 50.9% 50.8%
--------- --------- ---------
Operating expenses:
Research and development 19.7% 19.8% 17.4%
Marketing and selling 24.0% 26.0% 25.1%
General and administrative 4.7% 5.4% 5.8%
Restructuring and other costs, net 0.7% 1.9%
Amortization of acquisition-related
intangible assets 0.3% 7.2% 14.0%
--------- --------- ---------
Total operating expenses 49.4% 60.3% 62.3%
--------- --------- ---------
Operating income (loss) 1.1% (9.4%) (11.5%)
Other income and expense, net 0.0% 1.3% 0.8%
--------- --------- ---------
Loss before income taxes 1.1% (8.1%) (10.7%)
Provision for income taxes 0.4% 0.7% 1.1%
--------- --------- ---------
Net income (loss) 0.7% (8.8%) (11.8%)
========= ========= =========
Net Revenues
Our net revenues are derived mainly from the sales of computer-based
digital, non-linear media editing systems and related peripherals, licensing of
related software, and sales of related software maintenance contracts. This
market has been, and we expect it to continue to be, highly competitive. A
significant portion of these revenues is generated by sales near the end of each
quarter, which can impact our ability to accurately forecast revenues on a
quarterly basis. Increasingly, revenues are also being derived from sales of
"solutions" encompassing multiple products and networking capabilities that
enable users to share and manage media throughout a project or organization.
Such solution sales may include training and installation services, as well as
workflow management assistance, to be provided by us or a third party. Depending
upon the complexity of the arrangement and the level of our involvement, the
revenues resulting from these solution sales may be deferred for one or more
quarters while the services are being performed.
Net revenues decreased 3.7% from $434.6 million in 2001 to $418.7 million
in 2002. Revenues in our Video and Film Editing and Effects ("Video") business
declined $40.4 million or 12.5%, while revenues in our professional Audio
("Audio") business grew by $24.5 million or 22.0%. We believe that a portion of
the Video business decline was due to the general worldwide economic slowdown.
More specifically, we believe that a reduction in advertising spending worldwide
had a negative impact on our post-production video business, causing our
customers to reduce capital spending pending an upturn in their businesses.
Revenue in our Video segment was also adversely impacted by pricing reductions
and discounts, driven in part by the introduction of new lower end products into
the market by us and our competitors. Our Audio business contributed favorably
to revenues during 2002 due to strong demand for our new flagship digital audio
workstation, Pro Tools|HD, which was introduced in January 2002. We generally
see an increase in revenues when we introduce a significant new product or
product enhancement.
Net revenues decreased 8.7% from $476.1 million in 2000 to $434.6 million
in 2001. This decrease occurred across product families in both our Video
business and our Audio business. We believe that a portion of this overall
decline was due to the general worldwide economic slowdown. Certain product
families within the Video business segment, in particular broadcast products and
services, Avid Unity, and Avid|DS HD (introduced in early 2001), showed growth
year-over-year, but this growth was more than offset by declines in other
product families, including our Media Composer family. The increase in broadcast
product and service revenue was attributable primarily to the acquisitions of
iNews in January 2001 and Pluto in September 2000. The decline in the Audio
business segment was primarily attributable to weaker third and fourth quarter
revenues as customers anticipated the release in early January 2002 of the new
HD products.
17
During 2002, we began shipping new releases of most of our products. These
releases included Pro Tools HD, Avid Unity LANshare EX v3.0, Avid Xpress DV
v3.5, Avid|DS HD v6.0, Newscutter XP v3.0, Newscutter XP Mobile v3.0 Avid
Symphony v4.0, Avid Media Composer v11.0, Avid Xpress v5.0 and SOFTIMAGE|XSI
v2.0 and v3.0. During 2001, we began shipments of Avid|DS HD, Newscutter XP
v2.0, Newscutter XP Mobile, Avid Unity MediaNetwork v2.0, Avid Unity LANshare
1.0 and SOFTIMAGE|XSI v1.5, as well as several point releases of other existing
products. We also began offering iNews products and services as a result of the
acquisition in January 2001.
Net revenues derived through indirect channels were approximately 81% for
2002, compared to 79% of net revenues for 2001 and 85% of net revenues for 2000.
The increase in direct selling from 2000 to 2001 was due primarily to the growth
in sales to our broadcast customers that generally require a longer selling
cycle with more direct support. We expect sales to broadcast customers will be
an area of potential revenue growth in the future.
International sales (sales to customers outside the United States and
Canada) accounted for 47% of our 2002 net revenues, compared to 48% for 2001 and
51% for 2000. International sales decreased by approximately $11.9 million or
5.8% in 2002 compared to 2001, and by $36.6 million or 15.0% in 2001 compared to
2000. Half of the decrease in international sales in 2002 compared to 2001
occurred in Europe, with the remainder occurring in the Asia Pacific region and
Latin America. Management believes these declines were attributable to the
economic climate and, in Asia, the impact of currency translation. The decrease
in international sales in 2001 compared to 2000 reflected decreases in Europe
primarily and, to a lesser extent, in Asia Pacific and Latin America. Management
believes these declines were attributable to the poor economic climate and the
impact of currency translation.
Gross Profit
Cost of revenues consists primarily of costs associated with the
procurement of components; the assembly, testing, and distribution of finished
products; warehousing; post-sales customer support costs; royalties for
third-party software included in the products; and provisions for inventory
obsolescence. The resulting gross profit fluctuates based on factors such as the
mix of products sold, the cost and proportion of third-party hardware and
software included in the systems sold, the offering of product upgrades, price
discounts and other sales promotion programs, the distribution channels through
which products are sold, the timing of new product introductions, sales of
aftermarket hardware products such as disk drives, and currency exchange rate
fluctuations.
Our gross margin decreased to 50.5% in 2002 compared to 50.9% in 2001,
which had increased from 50.8% in 2000. The decrease during 2002 primarily
reflects the impact of price reductions, discounts and promotions and higher
manufacturing costs, primarily in the Audio segment, partially offset by a
favorable product mix (in other words, a greater proportion of higher-margin
products were sold in 2001 as compared to 2000), a positive margin impact from
the Audio segment delivering third-party promotional software for which revenue
had previously been deferred, and a positive impact from currency exchange rate
fluctuations. The increase during 2001 reflects lower vendor material costs,
manufacturing efficiencies, and in the Video business, a favorable product mix.
These increases in 2001 were partially offset by a shift to lower margin Audio
products and the negative impact of currency fluctuations, primarily a weakening
of the Japanese yen, and to a lesser extent the euro, resulting in lower U.S.
dollar equivalent revenue.
Research and Development
Research and development expenses decreased by $3.8 million, or 4.4%, in
2002 compared to 2001, and increased by $3.2 million, or 3.9%, in 2001 compared
to 2000. The decrease in expenditures in 2002 was primarily due to lower
personnel-related costs in the Video business as a result of restructuring
actions taken during 2001, as well as lower depreciation expense, partially
offset by higher hardware development costs and the absence of third-party
funding of certain research and development projects which occurred in 2001. The
increase in expenditures in 2001 was primarily due to increased
personnel-related expenses and facility costs, primarily associated with the
acquisitions of iNews in January 2001 and Pluto in September 2000 and the
relocation of Digidesign's facilities in late 2001, partially offset by a
reduction in variable employee compensation expense. Research and development
expenses decreased slightly as a percentage of net revenues, to 19.7% in 2002
from 19.8% in 2001, primarily due to the decreased expenses noted above.
Research and development expenses increased as a percentage of net revenues, to
19.8% in 2001 from 17.4% in 2000, primarily due to the increased expenses noted
above and the decreased revenue base in 2001.
18
Marketing and Selling
Marketing and selling expenses decreased by $12.3 million, or 10.9%, in
2002 compared to 2001, and by $6.4 million, or 5.4%, in 2001 compared to 2000.
The decrease in 2002 was primarily due to lower marketing expenditures such as
trade shows, advertising and direct mailings, as well as lower personnel-related
expenses resulting from various restructuring actions that occurred in 2001. We
are, however, continuing to invest in sales resources as we see opportunities
for revenue growth. The decrease in expenditures in 2001 compared to 2000 was
primarily due to reductions in bad debt expense, variable employee compensation
and trade show expenditures. These decreases were partially offset by twelve
months of incremental iNews costs. Marketing and selling expenses decreased as a
percentage of net revenues to 24.0% in 2002 from 26.0% in 2001, primarily due to
the decreased expenses noted above. Marketing and selling expenses increased as
a percentage of net revenues to 26.0% in 2001 from 25.1% in 2000, primarily due
to a decreased revenue base in 2001.
General and Administrative
General and administrative expenses decreased by $3.5 million, or 15.0% in
2002 compared to 2001, and by $4.2 million, or 15.2%, in 2001 compared to 2000.
The decrease in 2002 occurred primarily as a result of reduced external legal
fees, lower personnel-related expenses and depreciation, partially offset by
expense related to executive severance benefits incurred in 2002. The decrease
in expenses in 2001 compared to 2000 was primarily the result of reduced
personnel-related costs, including variable compensation expense, recruiting and
relocation costs and executive severance benefits. General and administrative
expenses decreased as a percentage of net revenues to 4.7% in 2002 from 5.4% in
2001, primarily due to the reductions in expenses discussed above. General and
administrative expenses decreased as a percentage of net revenues to 5.4% in
2001 from 5.8% in 2000, primarily due to the reductions in personnel-related
costs discussed above.
Restructuring and Other Costs
In December 2002, we recorded a charge of approximately $3.3 million in
connection with vacating excess space in our Daly City, California; Tewksbury,
Massachusetts; and Montreal, Canada facilities. The Tewksbury charge of $0.5
million was a revision of our estimate related to the August 2001 restructuring
action discussed below, based on our attempts to sublet the related space during
2002. The remaining portion of the charge for Daly City and Montreal was the
result of our ceasing to use a portion of each facility in December 2002 and
hiring real estate brokers to assist in finding subtenants. The Daly City
charge of $2.4 million reflects a depressed real-estate market in the area.
In March 2001, we implemented a restructuring plan related to our
Softimage operations. As a result, 47 employees were terminated, primarily in
Montreal, Canada, and we vacated a leased facility in California. In connection
with this plan, we recorded a $1.3 million restructuring charge during the first
quarter of 2001. The restructuring charge included approximately $1.1 million
for severance and related costs of terminated employees and $0.2 million for
facility vacancy costs, including a non-cancelable lease commitment. In June
2001, we implemented a restructuring plan related to the Avid Internet Solutions
operations resulting in the termination of seven employees and a restructuring
charge of $0.2 million for severance and related costs. In August 2001, we
implemented a restructuring plan to further decrease costs through the
consolidation of operations and the reduction of approximately 140 jobs
worldwide. In connection with this plan, we recorded a charge to operating
expenses of $8.5 million in the third quarter. The restructuring charge included
approximately $6.1 million for severance and related costs of terminated
employees and $2.4 million for facility vacancy costs, of which $1.0 million
represented non-cash charges relating to the disposition of leasehold
improvements that were abandoned upon vacating the related properties in 2002.
These restructuring actions were expected to result in annual cost savings of
approximately $11.0 million, and management believes that these savings have
been achieved. In connection with these and prior plans, we made cash payments
in 2001 of $6.2 million related to personnel severance-related costs and $0.6
million related to vacated facilities. In 2002, we made severance related
payments of $1.2 million, facilities-related payments of $0.7 million and wrote
off $1.0 million of leasehold improvements. The remaining accrual balance at
December 31, 2002 was $5.4 million, of which $0.4 million relates to personnel
costs and $4.9 million relates to facility costs.
In December 1999, in connection with the resignation of two executive
officers, we incurred and recorded a charge of $2.9 million for termination
benefits as specified in the employment contracts of the officers. Through
December 31, 2001, cash payments of approximately $2.4 million had been made in
full satisfaction of our obligations. As a result, in 2001, we recorded a credit
of $0.5 million to restructuring and other costs, net, associated with a
reduction in the estimated liability.
19
In December 1999, the Company entered into an agreement to sell its
Italian subsidiary to a third party which established the entity as a
distributor of Avid products. The sale was completed in the first quarter of
2000. In 1999, we recorded a loss of approximately $2.0 million related to the
sale, including a reserve of $1.0 million for our guarantee of the new entity's
line of credit with a bank. This guarantee ended on January 31, 2001 without
requiring any cash payment by us. Accordingly, in the quarter ended March 31,
2001, we recorded a credit associated with the reversal of the reserve, which
was included under the caption restructuring and other cost, net, where the
charge was originally recorded. In addition, during each of the quarters ended
June 30, 2002 and 2001, we received payments of $0.3 million in full
satisfaction of a note received as partial consideration from the buyers of the
Italian subsidiary. These payments were recorded as credits to restructuring and
other costs, net since the note was fully reserved when initially recorded.
Amortization of Acquisition-related Intangible Assets
In connection with our August 1998 acquisition of Softimage, we allocated
$127.8 million of the purchase price to goodwill and $88.2 million to intangible
assets consisting of completed technologies, work force, and trade name. During
1999, a balance sheet purchase accounting adjustment was recorded which
decreased goodwill by approximately $6.9 million. Included in the operating
results for 2001 and 2000 is amortization of these intangible assets and
goodwill of $28.5 million and $66.5 million, respectively. As of December 31,
2001, these intangible assets, including goodwill, were fully amortized.
During 2002, 2001 and 2000, we recorded additional intangible assets as we
acquired the following companies: iKnowledge, Inc. in 2002; iNews, LLC in 2001;
and The Motion Factory, Inc. and Pluto Technologies International Inc. in 2000.
In connection with these acquisitions, we allocated $6.8 million to intangible
assets consisting of completed technologies and work force. Included in the
operating results for 2002, 2001 and 2000 is amortization of these intangible
assets of $1.1 million, $2.8 million and $0.3 million, respectively. As of
January 1, 2002, in connection with the adoption of SFAS 142, we reclassified
$1.1 million of a previously recorded assembled work force intangible to
goodwill and, as a result, ceased amortizing this amount. During 2002, we
recorded no goodwill or assembled work force amortization as compared to
approximately $1.5 million and $0.2 million for the years ended December 31,
2001 and 2000, respectively, for these acquisitions. The unamortized balance of
the intangible assets relating to these acquisitions, including goodwill, was
$2.6 million at December 31, 2002.
Other Income and Expense, Net
Other income and expense, net, generally consists of interest income,
interest expense and equity in income of non-consolidated companies. During
2002, other income and expense, net, decreased $5.3 million, from $5.5 million
in 2001. This decrease was primarily due to two items in the 2001 amount not
recurring in 2002: a net gain of $4.0 million recorded in 2001 upon the sale of
all common stock received in connection with the sale in 2000 of our
investment in Avid Sports LLC, and our equity in the net income of iNews related
to their fourth quarter 2000 operations that was recorded in 2001 of $1.1
million (we acquired iNews in January 2001). Additionally, interest income
decreased in 2002 compared to 2001 due to a decline in interest rates and, to a
lesser extent, lower average cash and investment balances on hand. We also
recorded a further impairment charge of $1.0 million during 2002 for an
investment in an unconsolidated entity accounted for under the cost method;
after this charge, our investment has been fully written-off. Offsetting these
decreases in interest and other income, net, was reduced interest expense in
2002 compared to 2001, as a result of our prepayment in February 2002 of a note
payable to Microsoft. During 2001, other income and expense, net, increased $1.8
million, from $3.7 million in 2000. The increase was primarily due to the net
gain of $4.0 million recorded upon the sale of all common stock associated with
the sale of our investment in Avid Sports LLC discussed above. This increase was
partially offset by a decrease in interest income, primarily attributable to a
decline in interest rates; the elimination of our equity in the net income of
iNews as a result of the acquisition of the remaining ownership interest in
2001; and an impairment charge of $1.1 million on an unconsolidated entity
accounted for under the cost method.
Provision for Income Taxes
Our effective tax rate was 36%, (8%) and (10%), respectively, for 2002,
2001, and 2000. The tax rate in each year includes net changes in the valuation
allowance for U.S.-related deferred tax assets and an addition to the valuation
allowance against a majority of the foreign deferred tax assets. Based on the
level of deferred tax assets as of December 31, 2002 and the level of historical
U.S. and foreign taxable income, we have determined that the uncertainty
regarding the realization of these assets is sufficient to warrant the
establishment of a full valuation allowance. Excluding the impact of the
valuation allowance, our effective tax rate would have been 43% for 2002. This
20
differs from the Federal statutory rate of (35%) due primarily to state taxes,
the U.S. Federal Research Tax Credit and our foreign subsidiaries, which are
taxed at different rates.
Excluding the impact of the valuation allowance, our effective tax rate
would have been (34%) for 2001. This differs from the Federal statutory rate of
(35%) due primarily to state taxes, the U.S. Federal Research Tax Credit and our
foreign subsidiaries, which are taxed at different rates.
The tax rate for 2000 includes an addition to the valuation allowance
against all U.S.-related deferred tax assets and the establishment of a
valuation allowance against a majority of the foreign deferred tax assets.
Excluding the impact of the valuation allowance, our effective tax rate would
have been (37%) for 2000. This differs from the Federal statutory rate of (35%)
due primarily to state taxes, the U.S. Federal Research Tax Credit and our
foreign subsidiaries, which are taxed at different rates.
LIQUIDITY AND CAPITAL RESOURCES
We have funded our operations to date through both private and public
sales of equity securities as well as through cash flows from operations. As of
December 31, 2002, our principal sources of liquidity included cash, cash
equivalents, and marketable securities totaling approximately $89.0 million.
With respect to cash flow, net cash provided by operating activities was
$25.4 million in 2002 compared to $8.7 million in 2001 and $12.1 million in
2000. During 2002, cash generated from operating activities primarily reflects
net income after adjustment for depreciation and amortization, as well as cash
generated through a decrease in accounts receivable and increases in accounts
payable and deferred revenue. This was partially offset by an increase in
inventories. During 2001, cash generated from operating activities reflected net
income after adjustment for depreciation and amortization, as well as a decrease
in accounts receivable. This was partially offset by reductions in accounts
payable and accrued expenses. During 2000, cash generated from operating
activities reflected net income after adjustment for depreciation and
amortization and provision for doubtful accounts, offset by cash uses
attributable primarily to an increase in accounts receivable and inventories.
Net cash flow used in investing activities was $9.0 million in 2002,
compared to $27.9 million in 2001 and $1.7 million in 2000. We purchased $9.4
million of property and equipment during 2002, compared to $15.5 million in 2001
and $7.4 million in 2000. We also acquired $1.9 million of property and
equipment under capital leases during 2002. Purchases in 2002 were primarily of
computer hardware and software to support research and development activities
and our information systems. Purchases in 2001 were primarily of computers and
furniture and fixtures purchased in connection with the relocation of the
Digidesign facility to Daly City, California and hardware and software to
support research and development activities and our information systems.
Purchases in 2000 were primarily of equipment to support research and
development activities. Our capital spending program for 2003 is currently
expected to be approximately $10.5 million, primarily for hardware and software
to support activities in the research and development, information systems, and
manufacturing areas. However, this amount could increase in the event we enter
into strategic business acquisitions or for other reasons.
During 2002, we made a cash payment of approximately $0.4 million to
acquire selected assets of iKnowledge, Inc. As part of the purchase agreement,
we may be required to make certain contingent cash payments, dependent upon the
future revenues of the products acquired from iKnowledge, through December 2004.
As of December 31, 2002, contingent payments owed were immaterial. During 2001,
we also made a cash payment, net of cash acquired, of $5.4 million for the
purchase of the remaining 50% ownership interest in iNews. Also during 2001, we
received $4.0 million in cash upon the sale of all common stock received in
connection with the sale in 2000 of our investment in Avid Sports LLC. During
2000, we also made a cash investment of $2.1 million in Rocket Network, Inc. and
purchased the assets of two companies, Pluto Technologies and The Motion
Factory, for a total of approximately $2.0 million in cash and $0.3 million of
guaranteed bonuses paid in 2001. In connection with the acquisition of The
Motion Factory, we may be required to make future contingent cash payments
limited in the aggregate to an additional $10.0 million, depending upon future
revenues and/or gross margin levels through December 2004 of the products
including technology we acquired from The Motion Factory.
During 2002, 2001 and 2000, we generated cash of approximately $12.7
million, $1.2 million and $10.1 million, respectively, net of common stock
repurchases, from the issuance of common stock related to the exercise of stock
options and our employee stock purchase plan. Also in 2002, we made a prepayment
in full satisfaction of a $13.0 million note to Microsoft. During 1998, we
21
announced that our board of directors had authorized the repurchase of up to 3.5
million shares of our common stock. Purchases were made in the open market or in
privately negotiated transactions. As of December 31, 2001, the repurchase
program was complete. Repurchased shares have been used for our employee stock
plans.
As a result of our restructuring efforts during 2001 and prior periods, we
have commitments to pay severance and other termination benefits to employees of
approximately $0.4 million over the next twelve months. In connection with these
restructuring efforts, as well as with the identification in 2002 of excess
space in various locations, we also have facility-related cash obligations of
approximately $4.9 million as a result of losses to be incurred or expected to
be incurred on subleases of space or lease vacancies. These payments will be
made over the remaining terms of the leases, which have varying expiration dates
through 2010, unless we are able to negotiate an earlier termination. All
restructuring related payments will be funded through working capital.
We believe existing cash, cash equivalents, marketable securities and
funds generated from operations will be sufficient to meet our cash requirements
for at least the next 12 months. In the event we require additional financing,
we believe that we will be able to obtain such financing; however, there can be
no assurance that we would be successful in doing so, or that we could do so on
favorable terms.
CONTRACTUAL AND COMMERCIAL OBLIGATIONS
The following table sets forth future payments that we are obligated to
make, as of December 31, 2002, under existing debt agreements, leases and other
arrangements (in thousands):
Less than 2 - 3 4 - 5 After
Total 1 Year Years Years 5 Years
--------- --------- --------- --------- ---------
Capital lease obligations $2,049 $536 $978 $535
Operating leases 111,076 18,243 32,978 28,697 $31,158
Unconditional purchase obligations 19,800 19,800
--------- --------- --------- --------- ---------
$132,925 $38,579 $33,956 $29,232 $31,158
========= ========= ========= ========= =========
Other contractual arrangements that may result in cash payments consist of
the following (in thousands):
Total Less than 1 Year 1 - 3 Years
----------- ---------------- ------------
Transactions with recourse $15,822 $15,822
Stand-by letter of credit 5,050 $5,050
----------- ---------------- ------------
$20,872 $15,822 $5,050
=========== ================ ============
Through a third party, we have entered into lease financing transactions
with our customers. During the terms of these financing arrangements, which are
generally for three years, we remain liable for any unpaid principal balance
upon default by the end-user. Our liability is limited in the aggregate based on
a percentage of initial amounts funded or, in certain cases, amounts of unpaid
balances. As of December 31, 2002, our maximum exposure under this program was
$15.8 million.
We have a stand-by letter of credit at a bank that is used as a security
deposit in connection with our Daly City, California office space lease. In the
event of default on our lease the landlord would, as of December 31, 2002, be
eligible to draw against this letter of credit to a maximum of $5.1 million,
subject to an annual reduction of approximately $0.8 million but not below $2.0
million. The letter of credit will remain at $2.0 million throughout the
remaining lease period, which runs through September 2009. As of December 31,
2002, we were not in default of this lease.
We conduct our business globally and, consequently, our results from
operations are exposed to movements in foreign currency exchange rates. We enter
into forward exchange contracts, which generally have one-month maturities, to
reduce exposures associated with the foreign exchange exposures of certain
forecasted third-party and intercompany receivables, payables and cash balances.
At December 31, 2002, we are in a sell position with respect to the euro,
Japanese yen, Canadian dollar and Australian dollar and in a buy position with
respect to the British pound and Singapore dollar. Our currency position at
December 31, 2002 is summarized as follows (in thousands):
22
Approximate
U.S. Dollar Equivalent
----------------------
euro $20,070
Japanese yen 8,812
Canadian dollar 1,894
Singapore dollar 1,382
British pound 1,316
Australian dollar 208
--------
$33,682
========
NEW ACCOUNTING PRONOUNCEMENTS
In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities" ("SFAS 146"), which nullifies EITF
Issue No. 94-3 "Liability Recognition for Certain Employee Termination Benefits
and Other Costs to Exit an Activity (including Certain Costs Incurred in a
Restructuring)." SFAS 146 requires that a liability for a cost associated with
an exit or disposal activity be recognized when the liability is incurred,
whereas EITF No. 94-3 had allowed the liability to be recorded at the commitment
date of an exit plan. The provisions of SFAS 146 are effective for exit or
disposal activities initiated after December 31, 2002. We adopted the provisions
of SFAS 146, as permitted, in connection with charges taken for losses on
vacated space recorded in December 2002, and the adoption did not have a
material impact on the amount of the charge or, as such, on our financial
position or results of operations.
In December 2002, the FASB issued SFAS No. 148, "Accounting for
Stock-based Compensation - Transition and Disclosure." This Statement amends
SAFS No. 123, "Accounting for Stock-Based Compensation," to provide alternative
methods of transition for a voluntary change to the fair value-based method of
accounting for stock-based employee compensation. In addition, this Statement
amends the disclosure requirements of SFAS No. 123 to require prominent
disclosures in both annual and interim financial statements about the method of
accounting for stock-based employee compensation and the effect of the method
used on reported results. The transition guidance and annual disclosure
provisions of SFAS No. 148 are effective for fiscal years ending after December
15, 2002. The interim disclosure provisions are effective for financial reports
containing financial statements for interim periods beginning after December 15,
2002. As we did not make a voluntary change to the fair value-based method of
accounting for stock-based employee awards in 2002, the adoption of SFAS No. 148
did not have any impact on our financial position and results of operations.
In November 2002, the FASB issued Interpretation No. 45 (FIN 45),
"Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others," which clarifies disclosure,
recognition and measurement requirements related to certain guarantees. The
disclosure requirements are effective for financial statements issued after
December 15, 2002; the recognition and measurement requirements are effective on
a prospective basis for guarantees issued or modified after December 31, 2002.
The adoption of FIN No. 45 is not expected to have a material effect on our
consolidated financial statements.
In December 2002, the FASB issued FASB Interpretation No. 46,
"Consolidation of Variable Interest Entities" ("FIN 46"). In general, a variable
interest entity is a corporation, partnership, trust or other legal structure
used for business purposes that either (a) does not have equity investors with
characteristics of a controlling financial interest or (b) has equity investors
that do not provide sufficient financial resources for the entity to support its
activities. A variable interest entity often holds financial assets, including
loans or receivables, real estate or other property. FIN 46 requires a variable
interest entity to be consolidated by a company if that company is subject to a
majority of the risk of loss from the variable interest entity's activities or
entitled to receive a majority of the entity's residual returns or both.
Additionally, companies with significant investments in variable interest
entities, even if not required to consolidate the variable interest entity, have
enhanced disclosure requirements. The Company does not expect the adoption of
FIN 46 will have a material impact on its financial position or results of
operations.
In November 2002, the Emerging Issues Task Force of the FASB reached a
consensus on Issue 00-21, "Accounting for Revenue Arrangements with Multiple
Deliverables" ("EITF 00-21"). EITF 00-21 requires that for revenue arrangements
with multiple deliverables, those deliverables be divided into separate units of
accounting if the deliverables meet certain criteria as defined by EITF 00-21.
Arrangement consideration is to be allocated among the separate units of
accounting based on their relative fair values and revenue recognition decisions
should be considered separately for each separate unit of accounting. EITF 00-21
is effective for all arrangements entered into in fiscal periods beginning after
23
June 15, 2003, with early adoption permitted. The Company is currently
evaluating the scope of EITF 00-21 but believes that the Company's multiple
element arrangements fall within the scope of SOP 97-2 and therefore, EITF 00-21
will not be applicable to the Company.
24
Certain Factors That May Affect Future Results
Some of the statements in this Form 10-K relating to our future
performance constitute forward-looking statements. Such forward-looking
statements are based upon management's current expectations and involve known
and unknown risks. Realization of any of these risks may cause actual results to
differ materially from the results described in the forward-looking statements.
Certain of these risks are as follows:
Our future success will depend in part upon our ability to enhance our existing
products and introduce new products in the digital editing market.
Our products, particularly the Media Composer family of products, have
captured significant market share in our core digital video and film editing
market. As such, future growth in this market could be limited and will depend
in part upon our ability to introduce new features and functionality for Media
Composer products, improve upon their price/performance, respond to competitive
offerings, introduce and transition to new products, and adapt to new industry
requirements and standards. Any delay or failure to develop these enhancements
or to introduce other new products in this market could harm our business and
reduce our operating results. At the same time, the introduction and transition
to new products could have an impact on the market for our existing products,
which could adversely affect our revenues and business.
The broadcast market is large, widely dispersed, and highly competitive, and we
may not be successful in growing our customer base or predicting customer demand
in this market.
We are currently building our presence in the broadcast market and have
augmented our NewsCutter product offering with the Avid Unity for News products,
and the server, newsroom, and browser products obtained in the Pluto and iNews
acquisitions. The broadcast market is distinguished from our traditional Video
business in that turn-key, fully integrated, complex "solutions" (including the
configuration of unique workflows), rather than discrete point products, are
frequently required by the customer. As a relatively new player in the broadcast
market, we may encounter difficulties in establishing ourselves, creating
compelling customer solutions, and developing a strong, loyal customer base.
Large, complex broadcast orders often require us to devote significant
sales, manufacturing, installation, and support resources to ensure their
successful and timely fulfillment. As the broadcast market converts from analog
to digital, our strategy has been to build our broadcast solutions team in
response to customer demand. To the extent that customer demand for our
broadcast solutions exceeds our expectations, we may encounter difficulties in
the short run meeting our customers' needs. Meanwhile, our competitors may
devote greater resources to the broadcast market than we do, or may be able to
leverage their market presence more effectively. If we are unsuccessful in
capturing and maintaining a share of this digital broadcast market or in
predicting and satisfying customer demand, our business and revenues could be
adversely affected.
We have a significant share of the professional audio market, and therefore
growth in this market will depend in part on our ability to successfully
introduce new products.
Currently, products of our Digidesign division have captured a significant
portion of the professional audio market. Digidesign's strong performance in
recent years reflects a series of successful product introductions. Our future
success will depend in part upon our ability to offer, on a timely and
cost-effective basis, new audio products and enhancements of our existing audio
products. The timely development of new or enhanced products is a complex and
uncertain process, and we could experience design, manufacturing, marketing, or
other difficulties that delay or prevent our development, introduction or
marketing of new products or enhancements, which, in turn, could harm our
business.
We are expanding our product line and offering solutions to new markets, and our
future revenues depend in part on the success of this expansion.
Traditionally, we have been a point product company. Increasingly, we are
providing end-to-end solutions for our customers. We are expanding our product
line beyond our core video editing market to offer digital media production
solutions to the broadcast news market (including cable and Internet news), the
on-line film and video finishing market, and the emerging market for multimedia
production tools (including the Internet and corporate markets). Because these
markets are evolving, we must anticipate our customers' future needs and
introduce compelling new products, gain market acceptance, and establish
appropriate distribution channels, support, and maintenance. To the extent that
we fail to accurately anticipate our customers' needs, we may need to adjust our
plans accordingly, which could cause delays, unexpected expenses, and
reallocation of our resources, and which in turn could harm our business and
reduce our operating results.
25
The markets for our products are competitive, and we expect competition to
intensify in the future.
The digital video, audio, and animation markets are competitive, with
limited barriers to entry, and are characterized by pressure to reduce prices,
incorporate new features, and accelerate the release of new products. Many of
our current and potential competitors have substantially greater financial,
technical, distribution, support, or marketing resources than we do. Such
competitors may use these resources to lower their product costs, allowing them
to reduce prices to levels at which we could not operate profitably. Further,
such competitors may be able to develop products comparable or superior to ours,
or adapt more quickly to new technologies or evolving customer requirements. If
we are unable to compete effectively in our target markets, our business and
results of operations could suffer.
Competition in the 3-D market has increased dramatically since our acquisition
of Softimage.
The 3-D market has changed significantly from the time we acquired our
Softimage subsidiary in August 1998. While Softimage once dominated the higher
end of the 3-D market (i.e., feature films and other intensive graphics
applications), competitors' products have eroded Softimage's market share and
have contributed to downward price pressure, which has resulted in reduced
margins. In addition, we have experienced delays in introducing new products
into the 3-D animation market. Finally, revenues in recent years have been
increasingly derived from sales to the games industry and non-traditional
markets. If these non-traditional markets were to slow or delay their purchases
of 3-D tools, our revenues could be adversely affected. To the extent that these
factors continue or worsen, our business could suffer.
We use independent firms and contractors to perform some of our product
development activities.
Independent firms and contractors, some of whom are located in other
countries, perform some of our product development activities. We generally own
the software developed by these contractors. The use of independent firms and
contractors, especially those located abroad, could expose us to risks related
to governmental regulation, intellectual property ownership and rights, exchange
rate fluctuation, political instability and unrest, natural disasters, and other
risks, which could adversely impact our revenues.
We depend on a number of sole source suppliers.
We are dependent on a number of specific suppliers for certain key
components of our products. We purchase these sole source components pursuant to
purchase orders placed from time to time. We generally do not carry significant
inventories of these sole source components and have no guaranteed supply
arrangements. If any of our sole source vendors failed to supply or enhance such
components, it could imperil our supply of these components. Similarly, if any
of our vendors encountered technical, operating or financial difficulties, it
could threaten our supply of these components. While we believe that alternative
sources for these components could be developed, or our products could be
redesigned to permit the use of alternative components, an interruption of our
supply could damage our business and negatively affect our operating results.
Our products are complex and delays or difficulties in introducing new products
could harm our business.
Our future success will depend in part on our ability to offer products
that compete favorably with our competitors' products in terms of reliability,
performance, ease of use, range of features, product enhancements, reputation,
price, and training. Delays or difficulties in product development and
introduction may harm our business. Our products are internally complex and,
despite extensive testing and quality control, may contain errors or defects.
Such errors or defects could cause us to issue corrective releases and could
result in loss of revenues, increased product returns, lack of market
acceptance, and damage to our reputation.
New product announcements by our competitors and by us could have the
effect of reducing customer demand for our existing products. Some of our new
products constitute upgrades of existing products. In the past, we have offered
discounts on the price of such upgrades to existing customers, which, where
appropriate, have been based upon the return of circuit boards and system keys.
To the extent that such circuit boards and system keys are not returned, it can
decrease the revenue generated by such new products. New product introductions
require us to devote time and resources to training our sales channels in
product features and target customers, with the temporary result that the sales
channels have less time to devote to selling our products.
26
Qualifying and supporting our products on multiple computer platforms is time
consuming and expensive.
Our software engineers devote significant time and effort to qualify and
support our products on various computer platforms, including most notably,
Microsoft's Windows and Apple's Macintosh platforms. Computer platform
modifications and upgrades require additional time to be spent to ensure that
our products will function properly. To the extent that the current
configuration of the qualified and supported platforms change or that we need to
qualify and support new platforms, we could be required to expend valuable
engineering resources, which is likely to adversely affect our operating
results.
Our operating results are dependent on several unpredictable factors.
The revenue and gross profit from our products depend on many factors,
including:
o mix of products sold;
o cost and proportion of third-party hardware included in such products;
o product distribution channels;
o timing of new product introductions;
o product offers and platform upgrades;
o price discounts and sales promotion programs;
o volume of sales of aftermarket hardware products;
o costs of swapping or fixing products released to the market with defects;
o provisions for inventory obsolescence;
o competitive pressure on product prices;
o costs incurred in connection with "solution" sales, which typically have
longer selling and implementation cycles;
o timing and delivery of "solutions" to customers; and
o currency fluctuations.
Negative changes in any of these factors could reduce our revenue and gross
profit.
Our operating costs are tied to projections of future revenues, which may differ
from actual results.
Our operating expense levels are based, in part, on our expectations of
future revenues. Such future revenues are difficult to predict. For example, the
current worldwide economic slowdown has had an impact on our recent results, and
if this slowdown persists, it may continue to lower our revenues. Additionally,
a significant portion of our business occurs near the end of each quarter, which
can impact our ability to precisely forecast revenues on a quarterly basis.
Further, we are generally unable to reduce quarterly operating expense levels
rapidly in the event that quarterly revenue levels fail to meet internal
expectations. Therefore, if quarterly revenue levels fail to meet internal
expectations upon which expense levels are based, our results of operations
could be adversely affected.
Poor global macroeconomic conditions could disproportionately impact our
industry.
As a result of unfavorable economic conditions and reduced capital
spending, our customers in the media, broadcast and content-creation industries
have delayed or reduced expenditures. The revenue growth and profitability of
our business depends primarily on the overall demand for our products. Softening
demand for our products resulting from ongoing economic uncertainty may result
in decreased revenues or earnings levels or growth rates. If global economic
conditions worsen, demand for our products may weaken, and our business and
results of operations could suffer.
Terrorism, acts of war, and other international conflicts may seriously harm our
business.
Terrorism or acts of war throughout the world may disrupt our business and
harm our employees, facilities, suppliers, distributors, resellers or customers,
which could significantly impact our revenue and operating results. The
potential for future terrorist attacks and other threats to national security,
and the responses of the United States and other countries to such attacks or
threats, including the present action against Iraq, have created many economic
and political uncertainties that could adversely affect our business and stock
price in ways that cannot be predicted. We are predominantly uninsured for
losses and interruptions caused by terrorism, acts of war, or other
international conflicts.
27
If we fail to maintain strong relationships with our resellers, distributors,
and suppliers, our ability to successfully deploy our products may be harmed.
We sell many of our products and services indirectly through resellers and
distributors. The resellers and distributors of our Video segments products
typically purchase software and "kits" from us, and other turn-key components
from other vendors, in order to produce complete systems for resale. Any
disruption to our resellers and distributors, or their third-party suppliers,
could reduce our revenues. Moreover, we are increasingly distributing our
products directly, which could put us in competition with our resellers and
distributors and could adversely affect our revenues.
Most of the resellers and distributors of our Video products are not
granted rights to return products after purchase, and actual product returns
from them have been insignificant to date. However, our revenue from sales of
Audio products is generally derived from transactions with distributors and
authorized resellers that typically allow limited rights of return, inventory
stock rotation and price protection. Accordingly, reserves for estimated
returns, exchanges and credits for price protection are provided, as a reduction
of revenues, upon shipment of the related products to such distributors and
resellers, based upon our historical experience. To date, actual returns have
not differed materially from management's estimates. However, if returns of our
Audio segment products were to exceed estimated levels, our revenues and
operating results could be adversely impacted.
If we become dependent on third-party hardware for our products, our operating
results could be harmed.
Our gross profit margin varies from product to product depending primarily
on the proportion and cost of third-party hardware included in each product.
From time to time, we add functionality and features to our products. If we
effect such additions through the use of more, or more costly, third-party
hardware, and are not able to increase the price of such products to offset
these increased costs, then our gross profit margin on these products could
decrease.
Our future growth could be harmed if we lose the services of our key personnel.
Our success depends upon the services of a number of key current
employees. The loss of the services of one or more of these key employees could
harm our business. Our success also depends upon our ability to attract highly
skilled new employees. Competition for such employees is intense in the
industries and geographic areas in which we operate. If we are unable to compete
successfully for such employees, our business could suffer.
Our websites could subject us to legal claims that could harm our business.
Some of our websites provide interactive information and services to our
customers. To the extent that materials may be posted on and/or downloaded from
these websites and distributed to others, we may be subject to claims for
defamation, negligence, copyright or trademark infringement, personal injury, or
other theories of liability based on the nature, content, publication or
distribution of such materials. In addition, although we have attempted to limit
our exposure by contract, we may also be subject to claims for indemnification
by end users in the event that the security of our websites is compromised. As
these websites are available on a worldwide basis, they could potentially be
subject to a wide variety of international laws.
Regulations could be enacted that restrict our Internet initiatives.
As a result of the increasing use and popularity of the Internet, federal,
state, and local authorities may adopt new laws and regulations governing the
Internet. These laws and regulations may cover issues such as privacy,
distribution, and content. The enactment of any additional laws or regulations
could impede the growth of the Internet, harm our Internet initiatives, and
place additional financial burdens on our business.
We could incur substantial costs protecting our intellectual property or
defending against a claim of infringement.
Our ability to compete successfully and achieve future revenue growth
depends, in part, on our ability to protect our proprietary technology and
operate without infringing upon the rights of others. We rely upon a combination
of patent, copyright, and trademark laws, trade secret, confidentiality
procedures, and contractual provisions, as well as hardware security keys, to
protect our proprietary technology. However, our means of protecting our
proprietary rights may not be adequate. From time to time unauthorized persons
have obtained, copied, and used information that we consider proprietary.
Policing the unauthorized use of our proprietary technology is costly and
time-consuming, and software piracy can be expected to be a persistent problem.
28
We occasionally receive communications suggesting that our products may
infringe the intellectual property rights of others. It is our practice to
investigate the factual basis of such communications and negotiate licenses
where appropriate. While it may be necessary or desirable in the future to
obtain licenses relating to one or more products or relating to current or
future technologies, we may be unable to do so on commercially reasonable terms.
If we are unable to protect our proprietary technology or unable to negotiate
licenses for the use of others' intellectual property, our business could be
impaired.
We are currently involved in various legal proceedings, including patent
litigation. An adverse resolution of any such proceedings could harm our
business and reduce our results of operations. See Note I, "Commitments and
Contingencies" in our consolidated financial statements.
If we acquire other companies or businesses, we will be subject to risks that
could hurt our business.
We periodically acquire businesses, form strategic alliances, or make debt
or equity investments. The risks associated with such acquisitions, alliances,
and investments include, among others, the difficulty of assimilating the
operations and personnel of the target companies, the failure to realize
anticipated return on investment, cost savings and synergies, and the diversion
of management's time and attention. Such acquisitions, alliances, and
investments often involve significant transaction-related costs and could cause
short-term disruption to normal operations. If we are unable to overcome or
counter these risks, it could undermine our business and lower our operating
results.
Our operating results could be harmed by currency fluctuations.
A significant portion of our business is conducted in currencies other
than the U.S. dollar. Accordingly, changes in the value of major foreign
currencies (including the euro, the British pound, and the Japanese yen)
relative to the value of the U.S. dollar could lower future revenues and
operating results.
A portion of our sales are financed under a third party leasing program.
We have an established leasing program with a third party that allows
certain of our customers who choose to do so to finance their purchases. If this
program ended abruptly or unexpectedly, some of our customers might be unable to
purchase our products unless or until they were able to arrange for alternative
financing, and this could adversely impact our revenues.
Our stock price may continue to be volatile.
The market price of our common stock has been volatile in the recent past
and could fluctuate substantially in the future based upon a number of factors,
some of which are beyond our control. These factors include:
o changes in our quarterly operating results;
o shortfalls in revenues or earnings compared to securities analysts'
expectations;
o changes in analysts' recommendations or projections;
o fluctuations in investors' perceptions of us or our competitors;
o shifts in the markets for our products;
o development and marketing of products by our competitors;
o changes in our relationships with suppliers, distributors, resellers,
system integrators, or customers; and
o continuing effects of the worldwide economic downturn.
Further, the stock market has witnessed unusual volatility with respect to the
price of equity securities of high technology companies generally, and this
volatility has, at times, appeared to be unrelated to or disproportionate to any
of the factors above.
29
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Market Risk
Our primary exposures to market risk are the effect of volatility in
currencies on asset and liability positions of our international subsidiaries
that are denominated in foreign currencies, and the effect of fluctuations in
interest rates earned on our cash equivalents and marketable securities.
Foreign Currency Exchange Risk
We generally derive approximately half of our revenues from customers
outside the United States. This business is, for the most part, transacted
through international subsidiaries and generally in the currency of the end-user
customers. Therefore, we are exposed to the risks that changes in foreign
currency could adversely impact our revenues, net income (loss) and cash flow.
To hedge against the foreign exchange exposure of certain forecasted
receivables, payables and cash balances of our foreign subsidiaries, we enter
into foreign currency forward-exchange contracts. We record gains and losses
associated with currency rate changes on these contracts in results of
operations, offsetting gains and losses on the related assets and liabilities.
The success of this hedging program depends on forecasts of transaction activity
in the various currencies. To the extent that these forecasts are over- or
understated during the periods of currency volatility, we could experience
unanticipated currency gains or losses.
At December 31, 2002, we had $33.7 million of forward-exchange contracts
outstanding, denominated in euros, British pounds, Japanese yen, Canadian
dollars, Singapore dollars and Australian dollars, as a hedge against forecasted
foreign currency-denominated receivables, payables and cash balances. For the
twelve-month period ended December 31, 2002, net losses of $4.2 million
resulting from forward-exchange contracts were recorded, which offset net
transaction and translation gains of $4.7 million on the related assets and
liabilities. A hypothetical 10% change in foreign currency rates would not have
a material impact on our results of operations, assuming the above-mentioned
forecast of foreign currency exposure is accurate, because the impact on the
forward contracts as a result of a 10% change would at least partially offset
the impact on the asset and liability positions of our foreign subsidiaries.
Interest Rate Risk
At December 31, 2002, we held $89.0 million in cash, cash equivalents and
marketable securities, including short-term U.S. and Canadian government and
government agency obligations. Marketable securities are classified as
"available for sale" and are recorded on the balance sheet at market value, with
any unrealized gain or loss recorded in other comprehensive income (loss). A
hypothetical 10% increase or decrease in interest rates would not have a
material impact on the fair market value of these instruments due to their short
maturity.
30
AVID TECHNOLOGY, INC.
ANNUAL REPORT ON FORM 10-K
YEAR ENDED DECEMBER 31, 2002
ITEM 8
FINANCIAL STATEMENTS AND SUPPLEMENTARY FINANCIAL INFORMATION
31
AVID TECHNOLOGY, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULE
CONSOLIDATED FINANCIAL STATEMENTS INCLUDED IN ITEM 8:
Report of Independent Accountants...................................... 33
Consolidated Statements of Operations for the years ended
December 31, 2002, 2001 and 2000...................................... 34
Consolidated Balance Sheets as of December 31, 2002 and 2001........... 35
Consolidated Statements of Stockholders' Equity for the years
ended December 31, 2002, 2001 and 2000................................ 36
Consolidated Statements of Cash Flows for the years ended
December 31, 2002, 2001 and 2000...................................... 37
Notes to Consolidated Financial Statements............................. 38
CONSOLIDATED FINANCIAL STATEMENT SCHEDULE INCLUDED IN ITEM 15(d):
Schedule II - Valuation and Qualifying Accounts for the years ended
December 31, 2002, 2001 and 2000...................................... F-1
Schedules other than that listed above have been omitted since the required
information is not present, or not present in amounts sufficient to require
submission of the schedule, or because the information required is included in
the consolidated financial statements or the notes thereto.
32
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholders
of Avid Technology, Inc.:
In our opinion, the consolidated financial statements listed in the accompanying
index present fairly, in all material respects, the financial position of Avid
Technology, Inc. and its subsidiaries at December 31, 2002 and 2001, and the
results of their operations and their cash flows for each of the three years in
the period ended December 31, 2002 in conformity with accounting principles
generally accepted in the United States of America. In addition, in our opinion,
the financial statement schedule listed in the accompanying index presents
fairly, in all material respects, the information set forth therein when read in
conjunction with the related consolidated financial statements. These financial
statements and financial statement schedule are the responsibility of the
Company's management; our responsibility is to express an opinion on these
financial statements and financial statement schedule based on our audits. We
conducted our audits of these statements in accordance with auditing standards
generally accepted in the United States of America, which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
As discussed in Note 2 to the consolidated financial statements, on January 1,
2002, upon adoption of Statement of Financial Accounting Standards No. 142, the
Company changed its method of accounting for goodwill.
/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
January 30, 2003
33
AVID TECHNOLOGY, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
For the Year Ended December 31,
---------------------------------
2002 2001 2000
--------- --------- ---------
Net revenues $418,719 $434,638 $476,090
Cost of revenues 207,236 213,572 234,424
--------- --------- ---------
Gross profit 211,483 221,066 241,666
--------- --------- ---------
Operating expenses:
Research and development 82,346 86,140 82,900
Marketing and selling 100,761 113,053 119,469
General and administrative 19,819 23,313 27,504
Restructuring and other costs, net 2,923 8,268
Amortization of acquisition-related
intangible assets 1,153 31,168 66,872
--------- --------- ---------
Total operating expenses 207,002 261,942 296,745
--------- --------- ---------
Operating income (loss) 4,481 (40,876) (55,079)
Interest income 1,163 2,546 3,634
Interest expense (203) (1,473) (1,275)
Other income (expense), net (742) 4,456 1,371
--------- --------- ---------
Income (loss) before income taxes 4,699 (35,347) (51,349)
Provision for income taxes 1,700 2,800 5,000
--------- --------- ---------
Net income (loss) $2,999 ($38,147) ($56,349)
========= ========= =========
Net income (loss) per common share - basic $0.11 ($1.49) ($2.28)
========= ========= =========
Net income (loss) per common share - diluted $0.11 ($1.49) ($2.28)
========= ========= =========
Weighted average common shares outstanding
- basic 26,306 25,609 24,683
========= ========= =========
Weighted average common shares outstanding
- diluted 26,860 25,609 24,683
========= ========= =========
The accompanying notes are an integral part of the consolidated financial
statements.
34
AVID TECHNOLOGY, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except par value)
December 31,
----------------------------
2002 2001
------------ ------------
ASSETS
Current assets:
Cash and cash equivalents $62,174 $45,613
Marketable securities 26,860 27,348
Accounts receivable, net of allowances of
$10,614 and $11,497 at December 31, 2002
and 2001, respectively 65,942 78,010
Inventories 38,047 21,690
Deferred tax assets, net 663 695
Prepaid expenses 4,515 6,722
Other current assets 6,741 3,440
------------ ------------
Total current assets 204,942 183,518
Property and equipment, net 25,731 27,164
Acquisition-related intangible assets, net 1,513 3,425
Goodwill 1,087
Other assets 2,530 1,699
------------ ------------
Total assets $235,803 $215,806
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $24,297 $19,076
Accrued compensation and benefits 13,425 13,023
Accrued expenses and other current liabilities 28,730 26,125
Income taxes payable 8,877 10,932
Deferred revenues 35,483 28,872
------------ ------------
Total current liabilities 110,812 98,028
------------ ------------
Long-term debt and other liabilities 1,427 13,020
Commitments and contingencies (Notes H and I)
Stockholders' equity:
Preferred stock, $.01 par value, 1,000 shares
authorized; no shares issued or outstanding
Common stock, $.01 par value, 50,000 shares
authorized; 27,268 and 26,591 shares issued
and 27,268 and 26,085 shares outstanding at
December 31, 2002 and 2001, respectively 273 266
Additional paid-in capital 364,481 357,446
Accumulated deficit (235,365) (235,926)
Treasury stock, at cost, 0 and 506 shares at
December 31, 2002 and 2001, respectively (8,035)
Deferred compensation (216) (1,294)
Accumulated other comprehensive loss (5,609) (7,699)
------------ ------------
Total stockholders' equity 123,564 104,758
------------ ------------
Total liabilities and stockholders' equity $235,803 $215,806
============ ============
The accompanying notes are an integral part of the consolidated financial
statements.
35
AVID TECHNOLOGY, INC.
Consolidated Statements of Stockholders' Equity
(in thousands)
Accumulated
Other Total
Shares of Common Additional Compre- Stock-
Common Stock Stock Paid-in Accumulated Treasury Deferred hensive holders'
Issued In Treasury Issued Capital Deficit Stock Compensation Loss Equity
------------------------------------------------------------------------------------------------
Balances at December 31, 1999 26,591 (2,701) $266 $366,569 ($128,083) ($66,489) ($1,853) ($2,487) $167,923
Purchase of treasury stock (35) (460) (460)
Stock issued pursuant to employee
stock plans 1,503 (22,095) (9,530) 42,153 10,528
Issuance of restricted stock 378 (715) (3,817) 9,174 (4,638) 4
Option issued at below fair
market value 1,338 (1,338)
Conversion of purchase consideration 14,884 14,884
Restricted stock grants canceled
and compensation expense (69) (878) 3,077 2,199
Comprehensive loss:
Net loss (56,349) (56,349)
Net change in unrealized gain
on marketable securities 1,738 1,738
Translation adjustment (2,617) (2,617)
-------
Other comprehensive loss (879)
-------
Comprehensive loss (57,228)
------------------------------------------------------------------------------------------------
Balances at December 31, 2000 26,591 (924) 266 359,103 (197,779) (15,622) (4,752) (3,366) 137,850
Purchase of treasury stock (291) (5,054) (5,054)
Stock issued pursuant to employee
stock plans 756 (6,417) 12,641 6,224
Cancellation of options issued at
below fair market value (150) 150
Conversion of purchase consideration 5,519 5,519
Restricted stock grants canceled
and compensation expense (47) (609) 3,308 2,699
Comprehensive loss:
Net loss (38,147) (38,147)
Net change in unrealized loss
on marketable securities (1,733) (1,733)
Translation adjustment (2,600) (2,600)
-------
Other comprehensive loss (4,333)
-------
Comprehensive loss (42,480)
------------------------------------------------------------------------------------------------
Balances at December 31, 2001 26,591 (506) 266 357,446 (235,926) (8,035) (1,294) (7,699) 104,758
Stock issued pursuant to employee
stock plans 677 510 7 7,085 (2,438) 8,035 12,689
Restricted stock grants canceled
and compensation expense (4) (50) 1,078 1,028
Comprehensive income:
Net income 2,999 2,999
Net change in unrealized loss
on marketable securities (20) (20)
Translation adjustment 2,110 2,110
-------
Other comprehensive income 2,090
-------
Comprehensive income 5,089
------------------------------------------------------------------------------------------------
Balances at December 31, 2002 27,268 - $273 $364,481 ($235,365) $0 ($216) ($5,609) $123,564
================================================================================================
The accompanying notes are an integral part of the consolidated financial
statements.
36
AVID TECHNOLOGY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
For the Year Ended December 31,
----------------------------------------
2002 2001 2000
---------- ---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $2,999 ($38,147) ($56,349)
Adjustments to reconcile net income (loss) to net cash provided by
operating activities:
Depreciation and amortization 12,974 47,287 84,264
Provision for doubtful accounts and recourse obligations 1,073 1,635 6,170
Compensation from stock grants and options 1,028 2,699 2,199
Changes in deferred tax assets and liabilities 104 (329) 14
Equity in income of non-consolidated companies (199) (1,252) (1,020)
Gain on sales of businesses (327) (4,359)
Provision for restructuring charges, non-cash portion 1,030
Write-down of investment in non-consolidated company 1,000 1,100
Changes in operating assets and liabilities, net of effects of acquisitions:
Accounts receivable 13,370 21,396 (23,677)
Inventories (16,170) (498) (5,712)
Prepaid expenses and other current assets 346 389 1,179
Accounts payable 4,969 (10,677) 5,016
Income taxes payable (1,936) (991) 7,052
Accrued expenses, compensation and benefits (232) (10,175) (8,981)
Deferred revenues 6,399 (422) 1,955
----------------------------------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 25,398 8,686 12,110
----------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (9,356) (15,522) (7,401)
Payments for other long-term assets (196) (358) (380)
Dividends from non-consolidated company 59
Proceeds from sales of businesses 327 4,359
Investments in non-consolidated companies (2,100)
Payments for business acquisitions, net of cash acquired (425) (5,439) (1,990)
Purchases of marketable securities (27,600) (38,762) (31,861)
Proceeds from sales of marketable securities 28,152 27,803 42,001
----------------------------------------
NET CASH USED IN INVESTING ACTIVITIES (9,039) (27,919) (1,731)
----------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Purchase of common stock for treasury (5,054) (460)
Payments on note issued in connection with acquisition (13,020)
Proceeds from issuance of common stock under employee stock plans 12,689 6,224 10,532
----------------------------------------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES (331) 1,170 10,072
----------------------------------------
Effects of exchange rate changes on cash and cash equivalents 533 (1,199) (1,648)
----------------------------------------
Net increase (decrease) in cash and cash equivalents 16,561 (19,262) 18,803
Cash and cash equivalents at beginning of year 45,613 64,875 46,072
----------------------------------------
Cash and cash equivalents at end of year $62,174 $45,613 $64,875
========================================
See Note Q for supplemental disclosures.
The accompanying notes are an integral part of the consolidated financial
statements.
37
AVID TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
A. ORGANIZATION AND OPERATIONS
Avid Technology, Inc. ("Avid" or the "Company") develops, markets, sells and
supports a wide range of software and hardware and software systems, for digital
media production, management and distribution. Digital media are media elements,
whether video, audio or graphics, in which the image, sound or picture is
recorded and stored as digital values, as opposed to analog, or tape-based,
signals. Our products are used worldwide in production and post-production
facilities; film studios; network, affiliate, independent and cable television
stations; recording studios; advertising agencies; government and educational
institutions; corporate communication departments; and by game developers and
Internet professionals. Projects produced using our products include major
motion pictures and prime-time television, music, video, and other recordings.
B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A summary of the Company's significant accounting policies follows:
Basis of Presentation
The consolidated financial statements include the accounts of the Company and
its wholly owned subsidiaries. Intercompany balances and transactions have been
eliminated. Certain amounts in the prior years' financial statements have been
reclassified to conform to the current year presentation.
The Company's preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amount of
assets and liabilities and disclosure of contingent assets and liabilities at
the dates of the financial statements and the reported amounts of revenues and
expenses during the reported periods. The most significant estimates reflected
in these financial statements include revenue recognition, accounts receivable
and sales allowances, inventory valuation and income tax valuation allowances.
Actual results could differ from those estimates.
Translation of Foreign Currencies
The functional currency of each of the Company's foreign subsidiaries is the
local currency, except for the Irish manufacturing branch whose functional
currency is the U.S. dollar. The assets and liabilities of the subsidiaries
whose functional currencies are other than the U.S. dollar are translated into
U.S. dollars at the current exchange rate in effect at the balance sheet date.
Income and expense items are translated using the average exchange rate for the
period. Cumulative translation adjustments are included in accumulated other
comprehensive income (loss), which is reflected as a separate component of
stockholders' equity. Foreign currency transaction and translation gains and
losses are included in results of operations.
The Company enters into foreign currency forward-exchange contracts, which
typically mature within one month, to hedge the exposure with respect to foreign
currency fluctuations of forecasted intercompany and third-party receivables and
payables as well as foreign-currency cash balances. Gains and losses realized
from the forward contracts upon maturity are recorded in results of operations,
offsetting transaction and translation gains and losses on the related assets
and liabilities. Prior to contract maturity, the Company records on the balance
sheet at each reporting date the fair value of its forward-exchange contracts
and records any fair value adjustments in results of operations. The cash flows
related to the gains and losses of foreign currency forward-exchange contracts
are classified in the statements of cash flows as part of the cash flows from
operations.
The market risk exposure from forward contracts is substantially offset by the
underlying forecasted currency exposures and is mitigated by the short term of
such contracts. Credit risk from forward contracts is minimized through the
placement of contracts with multiple financial institutions (see Note O).
Cash and Cash Equivalents
Cash equivalents consist primarily of government and government agency
obligations. The Company considers all debt instruments purchased with an
original maturity of three months or less to be cash equivalents.
38
Marketable Securities
Marketable securities consist of U.S. and Canadian government and government
agency obligations and corporate equity securities (see Note C). The Company
classifies its marketable securities as "available for sale" and reports them at
fair value, with unrealized gains and losses excluded from earnings and reported
as an adjustment to other comprehensive income (loss), which is reflected as a
separate component of stockholders' equity. The Company generally invests in
securities that mature within one year from the date of purchase.
Inventories
Inventories are stated at the lower of cost (determined on a first-in, first-out
basis) or market value. Our management regularly reviews inventory quantities on
hand and writes down inventory for estimated obsolescence or unmarketability
based upon assumptions about future inventory demand (generally for the
following twelve months), and market conditions. Inventory in the digital media
market, including the Company's inventory, is subject to rapid technological
change or obsolescence; therefore, utilization of existing inventory may differ
from the Company's estimates.
Property and Equipment
Property and equipment is recorded at cost and depreciated using the
straight-line method over the estimated useful life of the asset. Leasehold
improvements are amortized over the shorter of the useful life of the
improvement or the remaining term of the lease. Property and equipment held
under capital leases is stated at the lower of the fair market value of the
related asset or the present value of the minimum lease payments at the
inception of the lease and are amortized on a straight-line basis over the
shorter of the life of the related asset or the term of the lease. Expenditures
for maintenance and repairs are expensed as incurred. Upon retirement or other
disposition of assets, the cost and related accumulated depreciation are
eliminated from the accounts and the resulting gain or loss is reflected in
results of operations. A significant portion of the property and equipment is
subject to rapid technological obsolescence; as a result, the depreciation and
amortization periods could ultimately be shortened to reflect changes in future
technology.
Acquisition-related Intangible Assets and Goodwill
Acquisition-related intangible assets, which consist primarily of completed
technology, result from the Company's acquisitions of The Motion Factory, Pluto,
iNews and iKnowledge (see Note F), which were accounted for under the purchase
method. Acquisition-related intangible assets are reported at cost, net of
accumulated amortization. Identifiable intangible assets are amortized on a
straight-line basis over their estimated useful lives of two to four years.
Goodwill is the amount by which the cost of acquired net assets exceeded the
fair value of those net assets on the date of acquisition. Through December 31,
2001, the Company amortized goodwill on a straight-line basis over its expected
useful life of five years. As of January 1, 2002, the Company ceased amortizing
goodwill in compliance with Statement of Financial Accounting Standards No. 142,
"Goodwill and Other Intangible Assets" ("SFAS 142").
The Company assesses goodwill for impairment at least annually, on a reporting
unit basis, or more frequently when events and circumstances occur indicating
that the recorded goodwill may be impaired. If the book value of a reporting
unit exceeds its fair value, the implied fair value of goodwill is compared with
the carrying amount of goodwill. If the carrying amount of goodwill exceeds the
implied fair value, an impairment loss is recorded in an amount equal to that
excess. Through December 31, 2002, the Company has not recorded any goodwill
impairment charges.
Long-Lived Assets
The Company periodically evaluates its long-lived assets, other than goodwill,
for events and circumstances that indicate a potential impairment. A long-lived
asset is assessed for impairment when the undiscounted expected cash flows
derived from that asset are less than its carrying value. The cash flows used
for this analysis take into consideration a number of factors including past
operating results, budgets and economic projections, market trends and product
development cycles. The amount of any impairment would be equal to the
difference between the estimated fair value of the asset and its carrying value.
39
Purchase Consideration
In conjunction with the acquisition of Softimage in 1998, the Company issued
stock options to retained employees. As agreed with the seller, the value of a
subordinated note payable to the seller was increased by $39.71 for each share
underlying options that became forfeited by employees (see Note F). At the date
of acquisition, the Company recorded these options as purchase consideration on
the balance sheet at a value of $68.2 million. As these options became vested,
additional paid-in capital was increased or, alternatively, as the options were
forfeited, the note payable to the seller was increased, with purchase
consideration being reduced by a corresponding amount in either case. As of
December 31, 2001, all stock options issued to retained employees had either
vested or had been forfeited, reducing the purchase consideration to zero.
Revenue Recognition
The Company generally recognizes revenue from sales of software or products upon
receipt of a signed purchase order or contract and product shipment to
distributors or end users, provided that collection is reasonably assured, the
fee is fixed or determinable, and all other revenue recognition criteria of SOP
97-2, "Software Revenue Recognition," as amended, are met. The Company's
products do not require significant production, modification or customization of
software. Installation of the products is generally routine, requires
insignificant effort and is not typically performed by the Company. However,
certain transactions, those typically involving orders from end-users of a
significant number of products for a single customer site, may require that Avid
perform an installation effort that is deemed by the Company to be non-routine
and complex. In these situations, the Company does not recognize revenue from
either the products shipped or the installation services until the installation
is complete. In addition, if such orders include a customer acceptance
provision, no revenue is recognized until the customer's acceptance of the
products and services has been received or the acceptance period has lapsed.
In connection with many of the Company's sales transactions, customers typically
purchase a one-year maintenance and support agreement. The Company recognizes
revenue from maintenance contracts on a ratable basis over their term. The
Company recognizes revenue from training, installation or other services as the
services are performed. Revenues from services were not material in relation to
total revenues for all periods presented.
The Company uses the residual method to recognize revenues when an order
includes one or more elements to be delivered at a future date and evidence of
the fair value of all undelivered elements exists, including arrangements that
include both products and maintenance contracts. Under the residual method, the
fair value of the undelivered elements is deferred and the remaining portion of
the arrangement fee is recognized as revenues. If evidence of the fair value of
one or more undelivered elements does not exist, revenues are deferred and
recognized when delivery of those elements occurs or when fair value can be
established. Fair value is based on the price charged when the same element is
sold separately to customers.
Telephone support, enhancements and unspecified upgrades are typically provided
at no additional charge during the product's initial warranty period (generally
between three and twelve months), which precedes commencement of the maintenance
contracts. The Company defers the fair value of this support period and
recognizes the related revenue ratably over the initial warranty period. The
Company also from time to time offers certain customers free upgrades or
specified future products or enhancements. For each of these elements that are
undelivered at the time of product shipment, the Company defers the fair value
of the specified upgrade, product or enhancement and recognizes that revenue
only upon later delivery or at the time at which the remaining contractual terms
relating to the upgrade have been satisfied.
Most of the Company's resellers and distributors of Video products are not
granted rights to return products after purchase, and actual product returns
from them have been insignificant to date. However, the Company's revenue from
sales of Audio products is generally derived from transactions with distributors
and authorized resellers that typically allow limited rights of return,
inventory stock rotation and price protection. Accordingly, reserves for
estimated returns, exchanges and credits for price protection are provided, as a
reduction of revenues, upon shipment of the related products to such
distributors and resellers, based upon the Company's historical experience. To
date, actual returns have not differed materially from management's estimates.
The Company from time to time offers rebates on purchases of certain products or
rebates based on purchasing volume, which are accounted for as offsets to
revenue upon shipment of related products or expected achievement of purchasing
volumes. In addition, consideration given to customers or resellers, including
amounts under cooperative marketing and rebate programs, are recorded as a
reduction to revenue unless the Company receives an identifiable benefit that is
40
sufficiently separable from the sale of the Company's products and the Company
can reasonably estimate the fair value of the benefit received. If those
conditions are met, the Company records consideration given to customers as an
expense. The Company has determined that its rebate program does not meet the
criteria to be recorded as expense and, as a result, rebate amounts are recorded
as a reduction of revenue. The Company's cooperative marketing programs have
been determined to meet the criteria to be recorded as an operating expense; the
Company includes such costs in selling and marketing expense.
Accounts receivable allowances include an allowance for bad debts as well as the
sales allowances referred to above for expected future product returns, rebates
and credits.
The Company records as revenue all amounts billed to customers for shipping and
handling cost and records its actual shipping costs as a component of cost of
revenues. The Company records reimbursements received from customers for
out-of-pocket expenses as revenue, with offsetting costs recorded as cost of
revenues.
In some customer arrangements, the Company is able to invoice the customer under
a billing plan in advance of providing services or maintenance and support. In
these instances, the Company records invoiced amounts and cash payments received
prior to revenue recognition as deferred revenue.
Research and Development Costs
Research and development costs are expensed as incurred, except for costs of
internally developed or externally purchased software that qualify for
capitalization. Software development costs incurred subsequent to the
establishment of technological feasibility, but prior to the general release of
the product, are capitalized and, upon general release, are amortized using the
straight-line method over the expected life of the related products, generally
12 to 24 months. The straight-line method generally results in approximately the
same amount of expense as that calculated using the ratio that current period
gross product revenues bear to total anticipated gross product revenues. The
Company evaluates the net realizable value of capitalized software on an ongoing
basis, relying on a number of business and economic factors.
Computation of Net Income (Loss) Per Common Share
Net income (loss) per common share is presented for both basic earnings per
share ("Basic EPS") and diluted earnings per share ("Diluted EPS"). Basic EPS is
based upon the weighted average number of common shares outstanding during the
period, excluding unvested restricted stock held by employees. Diluted EPS is
based upon the weighted average number of common and potential common shares
outstanding during the period. Potential common shares result from the assumed
exercise of outstanding stock options and warrants as well as unvested
restricted stock shares, the proceeds of which are then assumed to have been
used to repurchase outstanding common stock using the treasury stock method. For
periods that the Company reports a net loss, all potential common stock is
considered anti-dilutive and is excluded from calculations of diluted net loss
per common share. For periods when the Company reports net income, only
potential common shares with purchase prices in excess of the Company's average
common stock fair value for the related period are considered anti-dilutive and
are excluded from calculations of diluted net income per common share (see Note
P).
Comprehensive Income (Loss)
Comprehensive income (loss) consists of net income (loss) and other
comprehensive income (loss), which includes foreign currency translation
adjustments and unrealized gains and losses on certain investments. For the
purposes of comprehensive income (loss) disclosures, the Company does not record
tax provisions or benefits for the net changes in the foreign currency
translation adjustment, as the Company intends to permanently reinvest
undistributed earnings in its foreign subsidiaries.
Accounting for Stock-Based Compensation
The Company has several stock-based employee compensation plans, which are
described more fully in Note K. The Company accounts for stock-based awards to
employees using the intrinsic value method as prescribed by Accounting
Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to
Employees," and related interpretations. Accordingly, no compensation expense is
recorded for options issued to employees in fixed amounts and with fixed
exercise prices at least equal to the fair market value of the Company's common
stock at the date of grant. When the exercise price of stock options granted to
employees is less than the fair market value of common stock at the date of
grant, the Company records that difference multiplied by the number of shares
under option as deferred compensation, which is then amortized over the vesting
period of the options. Additionally, deferred compensation is recorded for
41
restricted stock granted to employees based on the fair market value of the
Company's stock at date of grant and is amortized over the period in which the
restrictions lapse. The Company reverses deferred compensation associated with
options issued at below fair market value as well as restricted stock upon the
cancellation of such options or shares for terminated employees. The Company has
adopted the provisions of SFAS No. 123, "Accounting for Stock-Based
Compensation," as amended by SFAS No. 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure," through disclosure only. All
stock-based awards to non-employees are accounted for at their fair value in
accordance with SFAS No. 123.
The following table illustrates the effect on net income (loss) and earnings per
share if the Company had applied the fair value recognition provisions SFAS No.
123 to stock-based employee awards. (See Note K for additional disclosure).
For the Year Ended December 31,
------------------------------------
2002 2001 2000
---------- ---------- ----------
Net income (loss) as reported $2,999 ($38,147) ($56,349)
Add: Stock-based employee compensation
expense included in reported net
income (loss) 288 764 -
Deduct: Total stock-based employee
compensation expense determined under
fair-value-based method for all awards (11,469) (13,459) (12,023)
---------- ---------- ----------
Pro forma net income (loss) ($8,182) ($50,842) ($68,372)
========== ========== ==========
Income (loss) per common share:
Basic-as reported $0.11 ($1.49) ($2.28)
========== ========== ==========
Basic-pro forma ($0.31) ($1.99) ($2.77)
========== ========== ==========
Diluted-as reported $0.11 ($1.49) ($2.28)
========== ========== ==========
Diluted-pro forma ($0.30) ($1.99) ($2.77)
========== ========== ==========
Recent Accounting Pronouncements
In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities" ("SFAS 146"), which nullifies EITF Issue No.
94-3 "Liability Recognition for Certain Employee Termination Benefits and Other
Costs to Exit an Activity (including Certain Costs Incurred in a
Restructuring)." SFAS 146 requires that a liability for a cost associated with
an exit or disposal activity be recognized when the liability is incurred,
whereas EITF No. 94-3 had allowed the liability to be recorded at the commitment
date of an exit plan. The provisions of SFAS 146 are effective for exit or
disposal activities initiated after December 31, 2002. We adopted the provisions
of SFAS 146, as permitted, in connection with charges taken for losses on
vacated space recorded in December 2002, and the adoption did not have a
material impact on the amount of the charge or, as such, on our financial
position or results of operations.
In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-based
Compensation - Transition and Disclosure." This Statement amends SAFS No. 123,
"Accounting for Stock-Based Compensation," to provide alternative methods of
transition for a voluntary change to the fair value-based method of accounting
for stock-based employee compensation. In addition, this Statement amends the
disclosure requirements of SFAS No. 123 to require prominent disclosures in both
annual and interim financial statements about the method of accounting for
stock-based employee compensation and the effect of the method used on reported
results. The transition guidance and annual disclosure provisions of SFAS No.
148 are effective for fiscal years ending after December 15, 2002. The interim
disclosure provisions are effective for financial reports containing financial
statements for interim periods beginning after December 15, 2002. As we did not
make a voluntary change to the fair value-based method of accounting for
stock-based employee awards in 2002, the adoption of SFAS No. 148 did not have
any impact on our financial position and results of operations.
42
In November 2002, the FASB issued Interpretation No. 45 (FIN 45),
"Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others," which clarifies disclosure,
recognition and measurement requirements related to certain guarantees. The
disclosure requirements are effective for financial statements issued after
December 15, 2002; the recognition and measurement requirements are effective on
a prospective basis for guarantees issued or modified after December 31, 2002.
The adoption of FIN No. 45 is not expected to have a material effect on our
consolidated financial statements.
In December 2002, the FASB issued FASB Interpretation No. 46, "Consolidation of
Variable Interest Entities" ("FIN 46"). In general, a variable interest entity
is a corporation, partnership, trust or other legal structure used for business
purposes that either (a) does not have equity investors with characteristics of
a controlling financial interest or (b) has equity investors that do not provide
sufficient financial resources for the entity to support its activities. A
variable interest entity often holds financial assets, including loans or
receivables, real estate or other property. FIN 46 requires a variable interest
entity to be consolidated by a company if that company is subject to a majority
of the risk of loss from the variable interest entity's activities or entitled
to receive a majority of the entity's residual returns or both. Additionally,
companies with significant investments in variable interest entities, even if
not required to consolidate the variable interest entity, have enhanced
disclosure requirements. The Company does not expect the adoption of FIN 46 will
have a material impact on its financial position or results of operations.
In November 2002, the Emerging Issues Task Force of the FASB reached a consensus
on Issue 00-21, "Accounting for Revenue Arrangements with Multiple Deliverables"
("EITF 00-21"). EITF 00-21 requires that for revenue arrangements with multiple
deliverables, those deliverables be divided into separate units of accounting if
the deliverables meet certain criteria as defined by EITF 00-21. Arrangement
consideration is to be allocated among the separate units of accounting based on
their relative fair values and revenue recognition decisions should be
considered separately for each separate unit of accounting. EITF 00-21 is
effective for all arrangements entered into in fiscal periods beginning after
June 15, 2003, with early adoption permitted. The Company is currently
evaluating the scope of EITF 00-21 but believes that the Company's multiple
element arrangements fall within the scope of SOP 97-2 and therefore, EITF 00-21
will not be applicable to the Company.
C. MARKETABLE SECURITIES
The cost (amortized cost of debt instruments) and fair value of marketable
securities as of December 31, 2002 and 2001 are as follows (in thousands):
Gross Unrealized Fair
Cost Gains (Losses) Value
----------- ---------------- -----------
2002
----
Government and government agency obligations $26,890 ($30) $26,860
2001
----
Government and government agency obligations $27,337 $11 $27,348
All federal, state and municipal obligations held at December 31, 2002 and 2001
mature within one year. The Company calculates realized gains and losses on a
specific identification basis. Except for the investment discussed below,
realized gains and losses from the sale of marketable securities were immaterial
for the years ended December 31, 2002, 2001 and 2000.
Corporate common stock held at December 31, 2000 consisted of common stock of a
U.S. public company that was received in June 2000 in exchange for the Company's
minority ownership interest in Avid Sports LLC. The Company recorded an
unrealized gain in stockholders' equity of $1.7 million during 2000 associated
with that transaction. In June 2001, additional shares of common stock of the
same U.S. public company were received upon settlement of certain claims arising
after the sale. Upon the receipt of such shares, the Company recorded a realized
gain of $1.9 million in other income (expense) in the statement of operations.
During 2001, the Company sold all of its shares of this common stock for
proceeds of $4.0 million and realized an additional net gain of $2.1 million in
other income (expense).
43
D. INVENTORIES
Inventories consist of the following (in thousands):
December 31,
--------------------------
2002 2001
--------- ---------
Raw materials $13,402 $13,043
Work in process 2,697 2,553
Finished goods 21,948 6,094
--------- ---------
$38,047 $21,690
========= =========
As of December 31, 2002 and 2001, the finished goods inventory included deferred
costs of $8.6 million and $1.5 million, respectively, associated with product
shipped to customers for which revenue had not yet been recognized.
E. PROPERTY AND EQUIPMENT
Property and equipment consists of the following (in thousands):
December 31,
Depreciable ---------------------
Life 2002 2001
---------- -------- --------
Computer and video equipment and software 2 to 5 years $75,460 $92,573
Office equipment 3 years 6,925 6,174
Furniture and fixtures 3 years 5,960 9,289
Leasehold improvements 3 to 10 years 20,195 24,544
-------- --------
108,540 132,580
Less accumulated depreciation and amortization 82,809 105,416
-------- --------
$25,731 $27,164
======== ========
Depreciation and amortization expense related to property and equipment was
$11.6 million, $15.6 million and $17.4 million for the years ended December 31,
2002, 2001 and 2000, respectively. The Company wrote off fully depreciated
assets with gross values of $42.4 million and $3.0 million in 2002 and 2001,
respectively.
Included in Computer and video equipment and software is equipment purchased
under capital leases of approximately $1.9 million, with no accumulated
amortization.
F. ACQUISITIONS AND INVESTMENTS
Softimage
On August 3, 1998, the Company acquired from Microsoft Corporation ("Microsoft")
the common stock of Softimage and certain assets relating to the business of
Softimage. In connection with the acquisition, Avid paid $79.0 million in cash
to Microsoft and issued to Microsoft (i) a subordinated note (the "Note") in the
amount of $5.0 million, due June 2003, (ii) 2,394,813 shares of common stock,
valued at $64.0 million, and (iii) a ten-year warrant to purchase 1,155,235
shares of common stock at an exercise price of $47.65 per share, valued at $26.2
million. In addition, Avid agreed to issue to Softimage employees 40,706 shares
of common stock, valued at $1.5 million, as well as stock options with a nominal
exercise price to purchase up to 1,820,817 shares of common stock, valued at
$68.2 million ("Avid Options"). Avid also incurred fees of $4.0 million in
connection with the transaction. Per terms of the agreements, the principal
amount of the Note was to be increased by $39.71 for each share underlying
forfeited Avid Options. The value of the Avid Options was recorded on the
balance sheet as purchase consideration (see Note B).
As a result of the purchase price allocation, $216.0 million was recorded as the
value of intangible assets including work force, trade name and goodwill. The
intangible assets were amortized over periods ranging from two to three years,
resulting in amortization expense of $28.4 million and $66.5 million in 2001 and
2000, respectively. As of December 31, 2001, these intangible assets were fully
amortized.
At the date of acquisition, the Company recorded the value of the Avid Options
issued to retained employees as purchase consideration on the balance sheet. As
agreed with the seller, the value of the note payable to the seller was
increased by $39.71 for each share underlying options that became forfeited by
44
employees. As these options became vested, additional paid-in capital was
increased or, alternatively, as the options were forfeited, the note payable to
the seller was increased, with purchase consideration being reduced by a
corresponding amount in either case. Increases recorded to the note were
approximately $0.1 million and $3.2 million in 2001 and 2000, respectively.
Increases recorded to additional paid-in capital were approximately $5.5 million
and $14.9 million in 2001 and 2000, respectively. The Avid options were fully
vested or forfeited as of December 31, 2001. In February 2002, the Company made
a payment to Microsoft of approximately $13.0 million in full satisfaction of
the Company's outstanding note.
iNews, LLC
In January 1999, Avid and Tektronix, Inc. established a 50/50 owned and funded
newsroom computer system joint venture, AvStar Systems LLC ("AvStar"). The joint
venture was dedicated to providing the next generation of newsroom computer
systems products by combining both companies' newsroom computer systems
technology. In September 1999, Tektronix transferred its interest in AvStar to a
third party, The Grass Valley Group, Inc. The Company's investment in the joint
venture was being accounted for under the equity method of accounting. The
Company's initial contribution to the joint venture was approximately $2.0
million, consisting of $1.5 million of cash and $0.5 million of fixed assets and
inventory. The pro rata share of earnings of the joint venture recorded by the
Company during 2001 and 2000 was approximately $1.1 million and $0.9 million,
respectively. Since September 2000, AvStar has been doing business as iNews, LLC
("iNews").
In January 2001, the Company acquired The Grass Valley Group's 50% interest in
iNews for approximately $6.0 million in cash. This acquisition was accounted for
under the purchase method of accounting. Accordingly, the assets and liabilities
acquired that represented the acquired 50% interest were recorded in the
Company's financial statements as of the acquisition date based on their fair
values, while the assets and liabilities that represented Avid's investment in
the joint venture were recorded as of the acquisition date based on the book
values of the joint venture's assets and liabilities without adjustment. Since
the acquisition date, operating results of iNews have been included in the
consolidated operating results of the Company. The purchase price of $6.0
million was allocated to net tangible assets of $1.7 million, completed
technologies of $2.5 million and work force of $1.8 million. Identifiable
intangible assets are being amortized on a straight-line basis over a three-year
period. The Company recorded amortization on these intangibles of $0.8 million
and $1.6 million in 2002 and 2001, respectively. On January 1, 2002, the
remaining balance of work force of $1.1 million was reclassified to goodwill in
connection with the Company's adoption of SFAS 142 and is not subject to further
periodic amortization. This goodwill has been allocated to the Company's Video
segment.
The following table presents unaudited pro forma results as if Avid and iNews
had been combined as of the beginning of the period presented. The pro forma
data are presented for illustrative purposes only and are not necessarily
indicative of the combined financial position or results of operations of future
periods or of results that actually would have occurred had Avid and iNews been
a combined company for the year ended December 31, 2000:
Pro Forma Unaudited
(in thousands, except per
share amounts)
Net revenue $495,666
===========
Net loss ($55,001)
===========
Net loss per common share - basic and diluted ($2.23)
===========
Weighted average common shares outstanding -
basic and diluted 24,683
===========
The Motion Factory and Pluto Technologies
During the second and third quarters of 2000, the Company acquired selected
assets and liabilities of two companies, The Motion Factory, Inc. ("TMF") and
Pluto Technologies International Inc. ("Pluto"), for cash payments totaling
approximately $2.0 million and guaranteed future bonus payments of $0.3 million.
TMF specialized in applications for the creation, delivery and playback of
interactive, rich 3-D media for character-driven games and the Internet. Pluto
was a provider of video storage and networking solutions for broadcast news,
post-production and other bandwith-intensive markets. The business combinations
were accounted for using the purchase method of accounting. Accordingly, the
fair market values of the acquired assets and assumed liabilities have been
included in the Company's financial statements as of the acquisition dates, and
the results of operations of TMF and Pluto have been included in the Company's
financial statements thereafter. The purchase prices, aggregating $2.3 million,
were allocated to net tangible assets of $0.1 million, completed technologies of
$1.2 million and acquired work force of $1.0 million. The intangible assets of
Pluto were fully amortized, on a straight-line basis, as of December 31, 2001.
45
The identifiable intangible assets of TMF are being amortized on a straight-line
basis through 2004. The Company recorded amortization expenses of $1.2 million,
$1.2 million and $0.3 million during 2002, 2001 and 2000, respectively, related
to these acquisitions.
Pro forma results of operations for the year ended December 31, 2000 assuming
Avid, TMF and Pluto had been combined as of January 1, 2000 would not differ
materially from reported results.
As part of the TMF purchase agreement, the Company may be required to make
certain contingent cash payments, limited in the aggregate up to an additional
$10.0 million, dependent upon future revenues and/or gross margin levels through
December 2004 of products including technologies acquired from TMF. There were
no contingent payments owed or paid as of December 31, 2002. Any future
contingent payments will be recorded as additional purchase price, allocated to
identifiable intangible assets or goodwill, as appropriate, and amortized over
the remaining amortization period of the intangible assets.
iKnowledge, Inc.
During the fourth quarter of 2002, the Company acquired selected assets of
iKnowledge, Inc. for a cash payment of $0.4 million. iKnowledge developed next
generation media asset management and distribution technology. Avid is currently
integrating iKnowledge applications for broadcast and media asset management
into its Avid Unity and Avid Unity for News product lines. Substantially all of
the $0.4 million purchase price was allocated to completed technologies, which
are being amortized on a straight-line basis through September 2005. Accumulated
amortization totaled approximately $35,000 at December 31, 2002. As part of the
purchase agreement, the Company may be required to make certain contingent cash
payments, dependent upon the future revenues of the products acquired from
iKnowledge, through December 2004. Any future contingent payments will be
recorded as additional purchase price, allocated to identifiable intangible
assets or goodwill, as appropriate, and amortized over the remaining
amortization period of the original intangible assets. As of December 31, 2002,
contingent payments owed were immaterial. The Company's pro forma statements of
operations prior to the acquisition would not differ materially from reported
results.
As a result of the acquisitions described above, identifiable intangible assets
consisted of the following (in thousands):
December 31, 2002 December 31, 2001
------------------------- -------------------------
Accumulated Accumulated
Cost Amortization Cost Amortization
---------- ------------ ---------- ------------
Completed technology $3,701 $2,188 $3,698 $1,414
Work force 2,845 1,704
---------- ------------ ---------- ------------
$3,701 $2,188 $6,543 $3,118
========== ============ ========== ============
The Company expects amortization of these intangible assets to be approximately
$1.2 million during 2003, $0.3 million during 2004 and $0.1 million during 2005.
The following summary reflects the pro forma results of operations as if SFAS
142 had been retroactively applied as of January 1, 2000 (in thousands, except
per share amounts):
For the Year Ended December 31,
-----------------------------------
2002 2001 2000
--------- ---------- ----------
Reported net income (loss) $2,999 ($38,147) ($56,349)
Goodwill amortization, net of tax 23,061 39,649
Amortization of work force, net of tax 3,313 2,776
--------- ---------- ----------
Pro forma net income (loss) $2,999 ($11,773) ($13,924)
========= ========== ==========
Basic net income (loss) per common share:
As reported $0.11 ($1.49) ($2.28)
Pro forma $0.11 ($0.46) ($0.56)
Weighted average common shares
Outstanding - basic 26,306 25,609 24,683
46
Diluted net income (loss) per common share:
As reported $0.11 ($1.49) ($2.28)
Pro forma $0.11 ($0.46) ($0.56)
Weighted average common shares
Outstanding - diluted 26,860 25,609 24,683
Rocket Network
During the first quarter of 2000, the Company acquired for $2.1 million a
non-controlling interest in the unregistered capital stock of Rocket Network,
Inc. ("Rocket"), a provider of Internet recording studios which allow audio
professionals to collaborate over the Internet. This investment was accounted
for under the cost method. Additionally, in connection with a technology
development services agreement with Rocket, the Company received warrants to
acquire additional shares, of which 50% were exercisable at date of grant and
50% are exercisable upon the achievement of certain joint development
milestones. The warrants were deemed by Avid to have an immaterial value as of
date of grant and, as of December 31, 2002, 2001 and 2000, and were not
recorded. If the warrants are exercised, the Company's ownership interest in
Rocket will be less than twenty percent. At December 31, 2002 and 2001, the
carrying value of this investment was $0 and $1.0 million, respectively.
G. INCOME TAXES
Loss before income taxes and the components of the income tax provision
(benefit) for the years ended December 31, 2002, 2001 and 2000 are as follows
(in thousands):
2002 2001 2000
---------- ---------- ----------
Profit (loss) before income taxes:
United States $7,288 ($25,103) ($54,810)
Foreign (2,589) (10,244) 3,461
---------- ---------- ----------
Total profit (loss) before income taxes $4,699 ($35,347) ($51,349)
========== ========== ==========
Provisions for (benefit from) income taxes:
Current tax expense (benefit):
Federal ($459) $200
Foreign 1,927 2,729 $4,912
State 200 200 148
---------- ---------- ----------
Total current tax expense (benefit) 1,668 3,129 5,060
Deferred tax expense (benefit):
Federal
Foreign 32 (329) (60)
State
---------- ---------- ----------
Total deferred tax expense (benefit) 32 (329) (60)
---------- ---------- ----------
Total income tax provision $1,700 $2,800 $5,000
========== ========== ==========
Net cash payments or (refunds) for income taxes in 2002, 2001 and 2000 were
approximately $3.9 million, $2.4 million and ($1.3 million), respectively.
The cumulative amount of undistributed earnings of subsidiaries, which is
intended to be permanently reinvested and for which U.S. income taxes have not
been provided, totaled approximately $4.8 million at December 31, 2002.
47
Net deferred tax assets are comprised of the following (in thousands):
December 31,
--------------------------
2002 2001
----------- ------------
Tax credit and net operating loss carryforwards $39,923 $43,278
Allowances for bad debts 961 1,295
Difference in accounting for:
Revenue 5,667 4,504
Costs and expenses 13,435 11,322
Inventories 2,958 2,528
Intangible assets 60,844 66,589
Foreign related items 5,098 4,327
Other (1,733) (1,720)
----------- ------------
Net deferred tax assets before valuation allowance 127,153 132,123
Valuation allowance (126,490) (131,428)
------------ ------------
Net deferred tax assets after valuation allowance $663 $695
============ ============
Deferred tax assets reflect the net tax effects of the tax credits, operating
loss carryforwards and temporary differences between the carrying amounts of
assets and liabilities for financial reporting purposes and the amounts used for
income tax purposes. The ultimate realization of the deferred tax assets is
dependent upon the generation of sufficient future taxable income.
For U.S. Federal income tax purposes at December 31, 2002, the Company has tax
credit carryforwards of approximately $21.3 million, which will expire between
2003 and 2021, and a net operating loss carryforward of approximately $49.0
million, which will expire in 2019 and 2021. Based on the level of the deferred
tax assets as of December 31, 2002 and the level of historical U.S. taxable
income, management has determined that the uncertainty regarding the realization
of these assets is sufficient to warrant the establishment of a full valuation
allowance. Accordingly, a valuation allowance of approximately $118.1 million
has been established against the U.S.-related deferred tax assets. In the event
that the related tax benefit is realized, such benefit will reduce future
provisions for income taxes. In addition, a valuation allowance of $3.9 million
has been established for U.S. tax return carryforwards resulting from stock
option compensation deductions. The tax benefit associated with the stock option
compensation deductions will be credited to equity when realized.
For foreign income tax purposes at December 31, 2002, the Company has a net
operating loss carryforward of approximately $37.8 million, which can be carried
forward indefinitely. Due to the similar uncertainty regarding the realization
of this asset, the Company has established a valuation allowance of
approximately $4.5 million which relates to this entire carryforward amount and
a portion of other foreign deferred tax assets. The net deferred tax assets of
$0.7 million at December 31, 2002 and 2001 are related to foreign deferred tax
assets deemed realizable in certain jurisdictions.
A reconciliation of the Company's income tax provision (benefit) to the
statutory federal tax rate follows:
2002 2001 2000
--------- ---------- ---------
Statutory rate 35% (35%) (35%)
Tax credits (69) (9) (4)
Foreign operations 65 9 5
State taxes, net of federal benefit 12 1 (3)
--------- ---------- ---------
Effective tax rate before valuation allowance 43 (34) (37)
Increase (decrease) in valuation allowance (7) 42 47
--------- ---------- ---------
Effective tax rate 36% 8% 10%
========= ========== =========
Consolidated results of operations include results of manufacturing operations
in Ireland. Income from the sale of products manufactured or developed in
Ireland is subject to a 10% Irish tax rate through the year 2010. There was no
Irish tax benefit realized in 2002, 2001 and 2000 due to losses recorded for the
Irish manufacturing operations during those years.
48
H. LONG-TERM DEBT AND OTHER LIABILITIES
Subordinated Note
In connection with the acquisition of Softimage from Microsoft Corporation
("Microsoft") in 1998, Avid issued a $5.0 million subordinated note (the "Note")
to Microsoft. The principal amount of the Note, including any adjustments
relative to Avid stock options forfeited by Softimage employees plus all unpaid
accrued interest, was due on June 15, 2003. The Note bore interest at 9.5% per
year, payable quarterly. Through December 31, 2001, the Note had been increased
by approximately $16.0 million for forfeited Avid stock options. During 1999,
Avid made a principal payment of $8.0 million. In February 2002, Avid made a
payment of approximately $13.0 million in full satisfaction of the outstanding
Note to Microsoft. The Company also made cash interest payments of $20,000, $1.2
million, and $1.1 million during 2002, 2001 and 2000, respectively.
Capital Leases
During 2002 and 2001, the Company entered into vendor-financed equipment leases
at various interest rates (ranging from 5.3% to 8.7%) for certain information
system purchases, which were assessed as operating leases for accounting
purposes. In 2002, due to changes in certain of the agreements' terms, including
consolidation of various lease schedules and an extension of the term, certain
of these arrangements were determined to be capital leases for accounting
purposes. As of December 31, 2002, future minimum lease payments under capital
leases are due as follows (in thousands):
Year
--------
2003 $536
2004 498
2005 480
2006 307
2007 228
---------
Total minimum lease payments 2,049
Less amount representing interest 181
---------
Present value of minimum lease payments 1,868
Less current portion 441
---------
Long-term portion of capital lease obligations $1,427
=========
The current portion of these capital lease obligations is recorded in accrued
expenses and other current liabilities at December 31, 2002.
I. COMMITMENTS AND CONTINGENCIES
Operating Lease Commitments
The Company leases its office space and certain equipment under non-cancelable
operating leases. The future minimum lease commitments under these
non-cancelable leases at December 31, 2002 are as follows (in thousands):
Year
---------
2003 $18,243
2004 16,884
2005 16,094
2006 15,327
2007 13,370
Thereafter 31,158
--------
Total $111,076
========
The total of future minimum rentals to be received by the Company under
non-cancelable subleases related to the above leases is $15.0 million. Such
amounts are not reflected in the schedule of minimum lease payments above.
The Company's two leases for corporate office space in Tewksbury, Massachusetts,
expiring June 2010, contain renewal options to extend the respective terms of
each lease for an additional 60 months. The Company has other leases for office
space that have termination options, which if exercised by the Company, would
49
result in a penalty of approximately $0.5 million in the aggregate. The future
minimum lease commitments above include the Company's obligations through the
original lease terms and do not include these penalties.
The Company has a stand by letter of credit at a bank that is used as a security
deposit in connection with the Company's Daly City, California office space
lease. In the event of default on this lease , the landlord would, as of
December 31, 2002, be eligible to draw against this letter of credit to a
maximum of $5.1 million, subject to an annual reduction of approximately $0.8
million but not below $2.0 million. The letter of credit will remain in effect
at $2.0 million throughout the remaining lease period, which extends to
September 2009. As of December 31, 2002, the Company was not in default of this
lease.
The accompanying consolidated results of operations reflect rent expense on a
straight-line basis over the term of the leases. Total rent expense under
operating leases, net of operating sub-leases, was approximately $14.3 million,
$13.8 million and $11.2 million for the years ended December 31, 2002, 2001 and
2000, respectively. Total rent received from our operating sub-leases was
approximately $3.3 million, $3.1 million and $2.7 million for the years ended
December 31, 2002, 2001 and 2000, respectively.
Purchase Commitments
As of December 31, 2002, the Company has entered into non-cancelable purchase
commitments for certain inventory components used in its normal operations. The
purchase commitments covered by these agreements are generally less than one
year and aggregate approximately $19.8 million.
Transactions with Recourse
The Company, through a third party, provides lease financing options to its
customers, including distributors. During the terms of these leases, which are
generally three years, the Company remains liable for any unpaid principal
balance upon default by the end-user, but such liability is limited in the
aggregate based on a percentage of initial amounts funded or, in certain cases,
amounts of unpaid balances. At December 31, 2002 and 2001, Avid's maximum
recourse exposure totaled approximately $15.8 million and $21.5 million,
respectively. The Company records revenue from these transactions upon the
shipment of products, provided that all other revenue recognition criteria are
met, and maintains a reserve for estimated losses under this recourse lease
program based on historical default rates. To date, the Company has not
experienced significant losses under this lease financing program.
Contingencies
On March 11, 1996, Avid was named as a defendant in a patent infringement suit
filed in the United States District Court for the Western District of Texas by
Combined Logic Company, a California partnership located in Beverly Hills,
California. On May 16, 1996, the suit was transferred to the United States
District Court for the Southern District of New York on motion by the Company.
The complaint alleges infringement by Avid of U.S. patent number 4,258,385, and
seeks injunctive relief, treble damages and costs, and attorneys' fees. We
believe that we have meritorious defenses to the complaint and intend to contest
it vigorously. However, an adverse resolution of this litigation could have an
adverse effect on our consolidated financial position or results of operations
in the period in which the litigation is resolved. No costs have been accrued
for this loss contingency.
In March 1999, Avid and Tektronix, Inc. were sued by Glen Holly Entertainment,
Inc., a Tektronix distributor, claiming that Tektronix's discontinuance of the
Tektronix Lightworks product line was the result of a strategic alliance by
Tektronix and Avid. Glen Holly raised antitrust and common law claims against
the Company and Tektronix, and sought lost future profits, treble damages,
attorneys' fees, and interest. The anti-trust claims against the Company and
Tektronix were dismissed by the United States District Court for the District of
California on March 23, 2001, and the remaining common law claim against Avid
was dismissed by stipulation and court order on April 6, 2001. Glen Holly is
appealing the lower court's decision. All briefing on the appeal has been
completed. The United States Court of Appeals for the Ninth Circuit heard oral
arguments on October 9, 2002, but has not yet issued its decision. Avid views
the complaint and appeal as without merit and will continue to defend itself
vigorously. However, an adverse resolution of this litigation could have an
adverse effect on our consolidated financial position or results of operations
in the period in which the litigation is resolved. No costs have been accrued
for this possible loss contingency.
Avid receives inquiries from time to time with regard to possible patent
infringement claims. If any infringement is determined to exist, the Company may
seek licenses or settlements. In addition, as a normal incidence of the nature
of the Company's business, various claims, charges, and litigation have been
50
asserted or commenced against the Company arising from or related to contractual
or employee relations, intellectual property rights or product performance.
Management does not believe these claims will have a material adverse effect on
the financial position or results of operations of the Company.
The Company has employment agreements with certain of its executive officers,
which provide certain severance benefits, including the payment of up to 12
months of such officer's base salary, if the Company terminates such officer's
employment other than for cause or if the officer terminates employment under
certain limited circumstances. In addition, the Company must pay the officer his
or her target incentive compensation for the last full calendar year preceding
the year of termination. Finally, the Company will immediately vest any stock
options and shares of restricted stock that were due to vest within twelve
months of the officer's date of termination.
The Company also has agreements with certain of its executive officers providing
that, upon any termination of employment without cause or for good reason (as
defined in the agreement) within two years following a change in control of the
Company, the officer will receive severance benefits of up to such officer's
base salary plus the greater of (i) two times such officer's annual bonus and
(ii) two times such officer's target bonus award for the year in which
termination occurred (grossed up to cover any excise tax imposed by Section 4999
of the Internal Revenue Code of 1986, as amended). In addition, any unvested
options and restricted stock then held by such officer will become immediately
vested and exercisable in full.
As permitted under Delaware law, we have agreements whereby we indemnify
our officers and directors for certain events or occurrences while the officer
or director is or was serving at our request in such capacity. The term of the
indemnification period is for the officer's or director's lifetime. The maximum
potential amount of future payments we could be required to make under these
indemnification agreements is unlimited; however, we have mitigated our exposure
through the purchase of directors and officers insurance, which is intended to
limit our exposure and enable us to recover all or a portion of any future
amounts paid. As a result of this insurance policy coverage, we believe the
estimated fair value of these indemnification agreements is minimal.
From time to time, we provide indemnification provisions in agreements
with our customers covering potential claims by third parties that Avid products
infringe their intellectual property rights. Pursuant to these indemnification
provisions, we agree to indemnify our customers for losses that they suffer or
incur in connection with any valid U.S. patent or copyright infringement claim
brought by a third party with respect to our products. These indemnification
provisions generally offer perpetual coverage for infringement claims based upon
the products covered by the agreement. The maximum potential amount of future
payments we could be required to make under these indemnification provisions is
theoretically unlimited; however, we have not incurred any material costs to
defend lawsuits or settle claims related to these indemnification provisions.
As a result, we believe the estimated fair value of these indemnification
provisions is minimal.
J. CAPITAL STOCK
Preferred Stock
The Company has authorized up to one million shares of preferred stock, $.01 par
value per share for issuance. Each series of preferred stock shall have such
rights, preferences, privileges and restrictions, including voting rights,
dividend rights, conversion rights, redemption privileges, and liquidation
preferences, as shall be determined by the Board of Directors.
Shareholder Rights Plan
In February 1996, the Board of Directors approved a Shareholder Rights Plan. The
rights were distributed in March 1996 as a dividend at the rate of one right for
each share of Common Stock outstanding. No value was assigned to these rights.
The rights may be exercised to purchase shares of a new series of $.01 par
value, junior participating preferred stock or to purchase a number of shares of
the Company's common stock which equals the exercise price of the right, $115,
divided by one-half of the then-current market price, upon occurrence of certain
events, including the purchase of 20% or more of the Company's common stock by a
person or group of affiliated or associated persons. The rights expire on
February 28, 2006 and may be redeemed by the Company for $.01 each at any time
prior to the tenth day following a change in control and in certain other
circumstances.
Common Stock
In 2000, 1999 and 1997, the Company granted shares of restricted common stock to
certain employees under Company stock option and award plans. The grants totaled
260,000 shares, 50,000 shares, and 347,200 shares, respectively. Unvested
restricted shares may not be sold, transferred or assigned and are subject to
51
forfeiture in the event that an employee ceases to be employed by the Company.
The shares under the 1997 award vested (and restrictions lapsed) annually in 20%
increments, and an additional 20% of the restricted stock became vested on May
1, 1998 due to the attainment of specific stock performance goals established by
the Board of Directors. There were no unvested shares outstanding under the 1997
award as of December 31, 2001. The shares under the 1999 and 2000 awards vested
40% on the first anniversary and 60% on the second anniversary of the awards.
There are no unvested shares outstanding under the 1999 award as of December 31,
2002. The Company initially recorded in 2000, 1999 and 1997, as a separate
component of stockholders' equity, deferred compensation of approximately $3.2
million, $0.6 million and $9.1 million, respectively, with respect to this
restricted stock. During 2000, the Company also completed a Stock Option
Exchange Program whereby employees could request that certain outstanding stock
options be exchanged for shares of restricted common stock according to
specified exchange ratios. The Company granted 118,115 shares of restricted
common stock in exchange for stock options to purchase 431,836 shares of common
stock with exercise prices ranging from $9.44 to $45.25 per share. The new
awards vest (and restrictions lapse) annually over three years from date of
grant. The Company initially recorded, as a separate component of stockholders'
equity, deferred compensation of approximately $1.4 million with respect to this
restricted stock. The deferred compensation amounts for all restricted stock
awards represent the fair value of the Company's common stock at the date of the
award less par value, which represents the purchase price paid by the holders,
and are recorded as compensation expense ratably as the shares vest. For the
years ended December 31, 2002, 2001 and 2000, approximately $1.0 million, $2.7
million, and $2.2 million, respectively, was recorded as compensation expense
under all of these plans.
During 1998, the Company announced that the Board of Directors had authorized
the repurchase of up to 3.5 million shares of the Company's common stock.
Purchases were made in the open market or in privately negotiated transactions.
During 2001, the Company repurchased approximately 232,000 shares at a cost of
$4.1 million. As of December 31, 2002, there were no shares remaining authorized
for repurchase. The Company purchased and used treasury shares for its employee
stock plans.
The Company generally allows employees to satisfy any withholding tax obligation
under certain award plans by tendering to the Company a portion of the common
stock received under the award. During the years ended December 31, 2002, 2001
and 2000, the Company received approximately 53,000 shares, 59,000 shares and
35,000 shares of its common stock for $0.5 million, $0.9 million and $0.5
million, respectively, in connection with these non-cash transactions.
Warrants
In connection with the acquisition of Softimage Inc., the Company issued to
Microsoft a ten-year warrant to purchase 1,155,235 shares of the Company's
common stock, valued at $26.2 million. The warrant became exercisable on August
3, 2000, at a price of $47.65 per share, and expires on August 3, 2008.
K. STOCK PLANS
Employee Stock Purchase Plan
The Company's 1996 Employee Stock Purchase Plan, as amended through February 25,
2002, authorizes the issuance of a maximum of 1,700,000 shares of common stock
in semi-annual offerings to employees at a price equal to the lower of 85% of
the closing price on the applicable offering commencement date or 85% of the
closing price on the applicable offering termination date.
Stock Option and Award Plans
The Company has several stock-based compensation plans under which employees,
officers, directors and consultants may be granted stock awards or options to
purchase the Company's common stock generally at the fair market value on the
date of grant. Certain plans allow for options to be granted at below fair
market value under certain circumstances. Options become exercisable over
various periods, typically two to four years for employees and immediately to
four years for officers and directors. The options have a maximum term of ten
years. As of December 31, 2002, a maximum of 14,833,000 shares of common stock
have been authorized for issuance under the Company's stock-based compensation
plans, of which 3,213,214 shares remain available for future grants. Shares
available for future grants at December 31, 2002 are net of 633,431 shares that
have been issued as grants of restricted stock.
52
Information with respect to options granted under all stock option plans is as
follows:
2002 2001 2000
----------------------- ----------------------- -----------------------
Wtd. Avg. Wtd. Avg. Wtd. Avg.
Price Price Price
Shares Per Share Shares Per Share Shares Per Share
----------- --------- ----------- --------- ----------- ---------
Options outstanding at January 1, 7,093,183 $14.34 7,056,233 $15.01 8,253,557 $15.95
Granted, at fair value 1,289,187 $13.31 2,334,439 $13.00 2,743,191 $14.09
Granted, below fair value 145,000 $7.54
Exercised (1,008,860) $11.19 (544,920) $7.96 (1,312,985) $6.31
Canceled (530,953) $16.47 (1,752,569) $17.21 (2,772,530) $20.48
----------- ----------- -----------
Options outstanding at December 31, 6,842,557 $14.46 7,093,183 $14.34 7,056,233 $15.01
=========== =========== ===========
Options exercisable at December 31, 4,308,706 $15.18 4,152,591 $14.87 3,445,350 $15.74
=========== =========== ===========
Options available for future grant at
December 31, 3,213,214 3,974,794 3,364,838
=========== =========== ===========
The following table summarizes information about stock options outstanding at
December 31, 2002:
Options Outstanding Options Exercisable
- --------------------------------------------------------------------- ------------------------------
Weighted-Average
Remaining
Range of Number Contractual Weighted-Average Number Weighted-Average
Exercise Prices Outstanding Life Exercise Price Exercisable Exercise Price
- ------------------ ----------- ---------------- --------------- ----------- ----------------
$0.01 to $10.44 859,037 7.78 $7.76 427,306 $5.86
$10.49 to $11.88 1,238,643 6.93 $11.36 1,110,413 $11.39
$12.00 to $12.80 1,222,356 8.27 $12.74 479,587 $12.73
$12.81 to $14.50 1,458,529 8.38 $13.94 539,757 $13.77
$14.60 to $19.25 1,101,128 6.31 $16.82 819,977 $16.64
$19.34 to $45.25 962,864 5.49 $24.66 931,666 $24.79
----------- ----------
$0.01 to $45.25 6,842,557 7.28 $14.46 4,308,706 $15.18
=========== ==========
Had compensation cost for the Company's stock-based compensation plans been
determined based on the fair value at the grant dates for the awards under these
plans consistent with the methodology prescribed under SFAS No. 123, the
Company's net income (loss) and earnings (loss) per share would have been
adjusted to the pro forma amounts as indicated in Note B - "Summary of
Significant Accounting Policies" as required under SFAS No. 148 "Accounting for
Stock-Based Compensation - Transition and Disclosure."
Under SFAS 123, the fair value of each option grant is estimated on the date of
grant using the Black-Scholes option pricing model with the following
weighted-average assumptions and results:
Stock Options Stock Purchase Plan
------------------------- --------------------------
2002 2001 2000 2002 2001 2000
------------------------- --------------------------
Expected dividend yield 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Risk-free interest rate 3.8% 4.3% 6.0% 3.8% 4.3% 6.0%
Expected volatility 73.0% 77.0% 74.0% 73.0% 77.0% 74.0%
Expected-life (in years) 3.44 3.49 3.05 0.5 0.5 0.5
Weighted-average fair value
of options granted $6.94 $7.16 $7.35 $3.79 $4.89 $4.63
53
L. EMPLOYEE BENEFIT AND PROFIT SHARING PLANS
Employee Benefit Plans
The Company has a defined contribution employee benefit plan under section
401(k) of the Internal Revenue Code covering substantially all U.S. employees.
The 401(k) plan allows employees to make contributions up to a specified
percentage of their compensation. The Company may, upon resolution by the Board
of Directors, make discretionary contributions to the plan. The Company's
contribution to the plan is 50% of up to the first 6% of an employee's salary
contributed to the plan by the employee. The Company's contributions to this
plan totaled $1.5 million, $2.0 million and $1.6 million in 2002, 2001 and 2000,
respectively.
As part of the iNews acquisition in 2001, the Company assumed an employee
benefit plan under section 401(k) of the Internal Revenue Code. Under this plan,
the Company contribution was 100% of up to the first 4% of an employee's salary
contributed to the plan by the employee. In 2001, the Company made related
contributions of approximately $0.2 million. The plan was merged into the Avid
401(k) plan in January 2002.
In addition, the Company has various retirement and post-employment plans
covering certain international employees. Certain of the plans require the
Company to match employee contributions up to a specified percentage as defined
by the plans. The Company made related contributions of approximately $1.1
million, $1.0 million and $1.5 million in 2002, 2001 and 2000, respectively.
Profit Sharing Plans
The Company has profit sharing plans that cover substantially all employees of
the Company and its participating subsidiaries, other than those employees
covered by other incentive plans. The plans provide that the Company contribute
a varying percentage of salary based on the Company's achievement of performance
goals set by management and the Board of Directors for each fiscal year.
Nonqualified Deferred Compensation Plan
The Board of Directors has approved a nonqualified deferred compensation Plan
(the "Deferred Plan"). The Deferred Plan covers senior management and members of
the Board of Directors as approved by the Company's Compensation Committee. The
plan provides for a trust to which participants can contribute varying
percentages or amounts of eligible compensation for deferred payment. Payouts
are made upon the earlier of the election of the employee or termination of
employment with the Company. The benefit payable under the Deferred Plan
represents an unfunded and unsecured contractual obligation of the Company to
pay the value of the deferred compensation in the future, adjusted to reflect
the trust's investment performance. The assets of the trust, as well as the
corresponding obligations, were approximately $0.7 million and $0.9 million as
of December 31, 2002 and 2001, respectively, and were recorded in other current
assets and accrued compensation and benefits at those dates.
M. RESTRUCTURING AND OTHER COSTS, NET
In December 2002, we recorded a charge of $3.3 million in connection with
vacating excess space in our Tewksbury, Massachusetts; Daly City, California;
and Montreal, Canada facilities. The portion of the charge related to Tewksbury
($0.5 million) resulted from a revision of the Company's estimate of the timing
and amount of future sublease income associated with that facility for which a
charge had previously been included in the 2001 restructuring. The remaining
portion of the charge for Daly City and Montreal was a result of the Company's
ceasing to use a portion of each facility in December 2002, and hiring real
estate brokers to assist in finding subtenants.
The Company recorded the 2002 charge in accordance with the guidance of
Statement of Financial Accounting Standards No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities" ("SFAS 146"). SFAS 146 requires
that a liability be recognized for an operating lease that is not terminated
based on the remaining lease rental costs, measured at its fair value on a
discounted cash flow basis, when the entity ceases using the rights conveyed by
the operating lease. That amount is reduced by any estimated sublease rentals,
regardless of whether the entity intends to enter into a sublease. Future
changes in the fair value of the Company's obligations will be recorded through
operating expenses.
54
In 2001, the Company announced and implemented restructuring plans to further
decrease costs through the consolidation of operations and the reduction of
approximately 194 jobs worldwide. In connection with these plans, the Company
recorded a charge to operating expenses of $10.0 million for the year. The
restructuring charge included approximately $7.4 million for severance and
related costs of terminated employees and $2.6 million for facility vacancy
costs, of which $1.0 million represented non-cash charges relating to the
disposition of leasehold improvements.
In the fourth quarter of 1999, the Company announced and implemented a
restructuring plan to strategically refocus the Company and bring operating
expenses in line with net revenues with the goal of restoring long-term
profitability to the Company. The major elements of the restructuring plan
included the termination of certain employees and the vacating of certain
facilities. In connection with this plan, the Company recorded a restructuring
charge of $9.6 million. The charge included approximately $6.6 million for
severance and related costs for 209 employees on a worldwide basis, $2.4 million
for facility vacancy costs and approximately $0.6 million of non-cash charges
relating to the disposition of certain fixed assets.
The following table sets forth the activity in the restructuring and other costs
accrual in 2000, 2001 and 2002 (in thousands):
Employee Facilities Fixed
Related Related Assets Total
----------------------------------------------------------
Accrual balance at December 31, 1999 $4,421 $2,154 $541 $7,116
Cash payments made in 2000 (3,987) (761) (4,748)
Non-cash disposals (515) (515)
Revisions of estimated liabilities (35) 61 (26)
----------------------------------------------------------
Accrual balance at December 31, 2000 399 1,454 0 1,853
Restructuring charge in 2001 7,396 2,625 10,021
Cash payments made in 2001 (6,196) (588) (6,784)
Revisions of estimated liabilities (128) 128
----------------------------------------------------------
Accrual balance at December 31, 2001 1,471 3,619 0 5,090
Charge for vacated facilities 2,812 2,812
Cash payments made in 2002 (1,201) (743) (1,944)
Non-cash disposals (1,030) (1,030)
Revisions of estimated liabilities 163 276 439
----------------------------------------------------------
Accrual balance at December 31, 2002 $433 $4,934 $0 $5,367
==========================================================
The Company expects that the majority of the remaining $0.4 million
employee-related accrual balance will be expended over the next 12 months and
will be funded from working capital. The majority of the facilities-related
accrual represents estimated losses on subleases of space vacated as part of the
1999 and 2001 restructuring actions and the 2002 change in estimate of prior
restructuring charges. The leases extend through 2010 unless the Company is able
to negotiate an earlier termination. The 2002 non-cash disposal of $1.0 million
related to the write-off of certain leasehold improvements on property included
in the 2001 restructuring and abandoned in the first quarter of 2002.
In December 1999, the Company entered into an agreement to sell its Italian
subsidiary to a third party, which established the entity as a distributor of
Avid products. The sale was completed in the first quarter of 2000. The Company
incurred and recorded a loss of approximately $2.0 million relating to the sale,
including a reserve of $1.0 million for the Company's guarantee of the new
entity's line of credit with a bank. This guarantee ended on January 31, 2001
without requiring any cash payment by Avid. Accordingly, in the quarter ended
March 31, 2001, the Company recorded a credit of $1.0 million associated with
the reversal of the reserve, which was included under the caption restructuring
and other costs, net, where the charge was originally recorded. In addition, in
each of the quarters ended June 30, 2002 and 2001, the Company received a
payment of $0.3 million under the note received as partial consideration from
the buyers of the Italian subsidiary. These payments were recorded as credits to
restructuring and other costs, net, since the note was fully reserved when
received. The June 2002 payment satisfied the loan balance in full. Also in
1999, in connection with the resignation of two executive officers, the Company
incurred and recorded a charge of $2.9 million for the termination benefits as
specified in the employment contracts of the officers. During 2001 and 2000,
cash payments of approximately $0.8 million and $1.4 million were made and, at
December 31, 2001, there was no remaining obligation. The excess of the original
charge over actual cash payments of $0.5 million was recorded as a credit to
restructuring and other costs, net, during 2001 when determined.
55
N. SEGMENT INFORMATION
The Company's organizational structure is based on strategic business units that
offer various products to the principle markets in which the Company's products
are sold. These business units equate to two reportable segments: Video and Film
Editing and Effects, and Professional Audio.
The Video and Film Editing and Effects segment produces non-linear video and
film editing systems to improve the productivity of video and film editors and
broadcasters by enabling them to edit moving pictures and sound in a faster,
easier, more creative, and more cost-effective manner than by use of traditional
analog tape-based systems. The products in this operating segment are designed
to provide capabilities for editing and finishing feature films, television
shows, broadcast news programs, commercials, music videos, and corporate and
home videos. This segment includes the Media Composer family of products, which
accounted for approximately 19%, 21% and 25% of our revenues in 2002, 2001 and
2000, respectively. Also within this segment are products that provide complete
network, storage, and database solutions based on our Avid Unity MediaNetwork
technology. This technology enables users to simultaneously share and manage
media assets throughout a project or organization. The Professional Audio
segment produces digital audio systems for the professional audio market. This
operating segment includes products developed to provide audio recording,
editing, signal processing, and automated mixing. This segment includes the Pro
Tools product family, which accounted for approximately 27%, 19% and 20% of our
revenues in 2002, 2001 and 2000, respectively.
The accounting policies of each of the segments are the same as those described
in the summary of significant accounting policies. The Company evaluates
performance based on profit and loss from operations before income taxes,
interest income, interest expenses and other income, excluding the effects of
restructuring and other costs, net and amortization of intangible assets
associated with acquisitions. Common costs not directly attributable to a
particular segment are allocated between segments based on management's best
estimates, including an allocation of depreciation expense without a
corresponding allocation of the related assets. The current year presentation
includes a refinement of the allocation between segments of some of these common
costs, including in particular general and administrative expenses and
information systems expenses. Prior year allocations have been changed to
conform to the current year presentation. The segments are reported net of
eliminations resulting from intersegment sales and transfers. The Company does
not report segment assets as part of the assessment of segment performance; as
such, segment asset information is not available.
The following is a summary of the Company's operations by reportable segment (in
thousands):
For the Year Ended December 31,
---------------------------------
2002 2001 2000
--------- --------- ---------
Video and Film Editing and Effects:
Net revenues $282,864 $323,286 $353,647
========= ========= =========
Depreciation $9,006 $14,182 $16,219
========= ========= =========
Operating loss ($6,804) ($8,074) ($9,649)
========= ========= =========
Professional Audio:
Net revenues $135,855 $111,352 $122,443
========= ========= =========
Depreciation $2,610 $1,433 $1,174
========= ========= =========
Operating income $15,361 $6,634 $21,442
========= ========= =========
Combined Segments:
Net revenues $418,719 $434,638 $476,090
========= ========= =========
Depreciation $11,616 $15,615 $17,393
========= ========= =========
Operating income (loss) $8,557 ($1,440) $11,793
========= ========= =========
56
The following table reconciles income (loss) for reportable segments to total
consolidated amounts for the years ended December 31, 2002, 2001 and 2000 (in
thousands):
2002 2001 2000
--------- --------- ---------
Total operating income (loss) for reportable segments $8,557 ($1,440) $11,793
Unallocated amounts:
Restructuring and other costs, net (2,923) (8,268)
Amortization of acquisition-related
intangible assets (1,153) (31,168) (66,872)
--------- --------- ---------
Consolidated operating income (loss) $4,481 ($40,876) ($55,079)
========= ========= =========
The following table summarizes the Company's revenues and long-lived assets,
excluding deferred tax assets, by country (in thousands):
For the Year Ended December 31,
---------------------------------
2002 2001 2000
--------- --------- ---------
Revenues:
North America (U.S. and Canada) $223,832 $227,824 $232,664
Other countries 194,887 206,814 243,426
--------- --------- ---------
Total revenues $418,719 $434,638 $476,090
========= ========= =========
December 31,
-------------------------
2002 2001
---------- ----------
Long-lived assets:
North America (U.S. and Canada) $27,490 $29,556
Other countries 3,371 2,732
---------- ----------
Total long-lived assets $30,861 $32,288
========== ==========
The above categorization of revenue is based on the country in which the sales
originate.
O. FINANCIAL INSTRUMENTS
Concentration of Credit Risk
Financial instruments which potentially subject the Company to concentrations of
credit risk consist of temporary cash investments and trade receivables. The
Company places its excess cash in marketable investment grade securities. There
are no significant concentrations in any one issuer of debt securities. The
Company places its cash, cash equivalents and investments with financial
institutions with high credit standing. Concentrations of credit risk with
respect to trade receivables are limited due to the large number of customers
comprising the Company's customer base, and their dispersion across different
regions. The Company also maintains reserves for potential credit losses and
such losses have been within management's expectations.
Forward-Exchange Contracts
As of December 31, 2002 and 2001, the Company had approximately $33.7 million
and $37.1 million, respectively, of foreign currency forward-exchange contracts
outstanding, denominated in euros, British pounds, Japanese yen, Singapore
dollars, Canadian dollars and Australian dollars, as a hedge against the foreign
exchange exposure of certain forecasted third-party and intercompany
receivables, payables and cash balances. The following table summarizes the
Company's currency positions and approximate U.S. dollar equivalents (in
thousands) at December 31, 2002. The Company is in a sell position with respect
to the euro, Japanese yen, Canadian dollar and Australian dollar, and in a buy
position with respect to the British pound and Singapore dollar:
57
Approximate
Local Currency Amount U.S. Dollar Equivalent
--------------------- ----------------------
euro 19,200 $20,070
Japanese yen 1,041,000 8,812
Canadian dollar 3,000 1,894
Singapore dollar 2,400 1,382
British pound 820 1,316
Australian dollar 370 208
--------
$33,682
========
The forward-exchange contracts generally have maturities of one month. Net
realized and unrealized gains (losses) of approximately $0.5 million, $1.8
million and ($0.9) million resulting from forward-exchange contracts were
included in results of operations for the years ended December 31, 2002, 2001
and 2000, respectively.
P. NET INCOME (LOSS) PER COMMON SHARE
Basic and diluted net income (loss) per share were as follows (in thousands,
except per share data):
For the Year Ended December 31,
---------------------------------
2002 2001 2000
--------- --------- ---------
Net income (loss) $2,999 ($38,147) ($56,349)
========= ========= =========
Weighted average common shares outstanding - basic 26,306 25,609 24,683
Weighted average potential common stock 554
--------- --------- ---------
Weighted average common shares outstanding - diluted 26,860 25,609 24,683
========= ========= =========
Net income (loss) per common share - basic $0.11 ($1.49) ($2.28)
Net income (loss) per common share - diluted $0.11 ($1.49) ($2.28)
Common stock options and warrants that were
considered anti-dilutive securities and
excluded from the diluted net income (loss)
per share calculations were as follows, on a
weighted-average basis: 6,325 5,994 5,893
Q. SUPPLEMENTAL CASH FLOW INFORMATION
The following table reflects supplemental cash flow investing activities related
to the acquisitions of iKnowledge in 2002, iNews in 2001 and TMF and Pluto in
2000.
Year Ended December 31,
------------------------------
2002 2001 2000
-------- -------- --------
Fair value of:
Assets acquired and goodwill $425 $10,734 $2,802
Liabilities assumed (4,734) (812)
-------- -------- --------
Cash paid 425 6,000 1,990
Less: cash acquired (561)
-------- -------- --------
Net cash paid for acquisition $425 $5,439 $1,990
======== ======== ========
In addition, during 2002, the Company acquired equipment under capital leases
totaling approximately $1.9 million.
58
R. QUARTERLY RESULTS (UNAUDITED)
The following information has been derived from unaudited consolidated financial
statements that, in the opinion of management, include all normal recurring
adjustments necessary for a fair presentation of such information.
In thousands, except per share data:
Quarters Ended
---------------------------------------------------------------------------------------------
2002 2001
-------------------------------------------- --------------------------------------------
Dec. 31 Sept. 30 June 30 Mar. 31 Dec. 31 Sept. 30 June 30 Mar. 31
-------------------------------------------- --------------------------------------------
Net revenues $112,784 $107,832 $106,094 $92,009 $104,790 $102,281 $109,434 $118,133
Cost of revenues 53,708 53,222 52,591 47,715 53,099 50,444 53,516 56,513
-------------------------------------------- --------------------------------------------
Gross profit 59,076 54,610 53,503 44,294 51,691 51,837 55,918 61,620
-------------------------------------------- --------------------------------------------
Operating expenses:
Research & development 21,201 20,916 20,411 19,818 21,355 19,630 21,882 23,273
Marketing & selling 25,343 25,677 26,775 22,966 24,173 27,614 31,520 29,746
General & administrative 4,834 5,454 5,018 4,513 5,615 5,299 5,432 6,967
Restructuring and other costs, net 3,250 (327) (281) 8,303 (118) 364
Amortization of acquisition-related
intangible assets 293 257 257 346 528 5,088 13,132 12,420
--------------------------------------------- ---------------------------------------------
Total operating expenses 54,921 52,304 52,134 47,643 51,390 65,934 71,848 72,770
--------------------------------------------- ---------------------------------------------
Operating income (loss) 4,155 2,306 1,369 (3,349) 301 (14,097) (15,930) (11,150)
Other income (expense), net 411 259 (717) 265 1,533 605 1,895 1,496
--------------------------------------------- ---------------------------------------------
Income (loss) before income taxes 4,566 2,565 652 (3,084) 1,834 (13,492) (14,035) (9,654)
Provision for income taxes 300 300 500 600 500 700 800 800
--------------------------------------------- ---------------------------------------------
Net income (loss) $4,266 $2,265 $152 ($3,384) $1,334 ($14,192) ($14,835) ($10,454)
============================================= =============================================
Net income (loss) per share - basic $0.16 $0.09 $0.01 ($0.14) $0.05 ($0.55) ($0.58) ($0.41)
============================================= =============================================
Net income (loss) per share - diluted $0.15 $0.09 $0.01 ($0.14) $0.05 ($0.55) ($0.58) ($0.41)
============================================= =============================================
Weighted average common
shares outstanding - basic 26,738 26,287 26,161 26,029 25,895 25,745 25,440 25,348
============================================= =============================================
Weighted average common
shares outstanding - diluted 28,268 26,550 26,511 26,029 26,451 25,745 25,440 25,348
============================================= =============================================
High common stock price $23.47 $11.79 $13.95 $14.25 $13.10 $14.73 $17.50 $22.50
Low common stock price $8.26 $7.93 $7.25 $9.85 $6.50 $6.61 $10.62 $12.44
During the fourth quarter of 2002, the Company recorded charges for
restructuring and other costs of $3.3 million associated with certain lease
obligations (see Note M).
The Company's quarterly operating results fluctuate as a result of a number of
factors including, without limitation, the timing of new product introductions,
marketing expenditures, promotional programs, and periodic discounting due to
competitive factors. The Company's operating results may fluctuate in the future
as a result of these and other factors, including the Company's success in
developing and introducing new products, its products and customer mix and the
level of competition which it experiences. Quarterly sales and operating results
generally depend on the volume and timing of orders received and recognized as
revenue during the quarter. The Company's expense levels are based in part on
its forecasts of future revenues. If revenues are below expectations, the
Company's operating results may be adversely affected. Accordingly, there can be
no assurance that the Company will be profitable in any particular quarter.
59
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
60
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The response to this item is contained in part under the caption "EXECUTIVE
OFFICERS OF THE COMPANY" in Part I hereof, and the remainder is contained in the
Company's Proxy Statement for the Annual Meeting of Shareholders to be held on
May 21, 2003 (the "2003 Proxy Statement") under the captions "Election of
Directors" and "Section 16(a) Beneficial Ownership Reporting Compliance" and is
incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
The response to this item is contained in the Company's 2003 Proxy Statement
under the captions "Election of Directors - Directors' Compensation" and
"Executive Compensation" and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The response to this item is contained in the Company's 2003 Proxy Statement
under the caption "Security Ownership of Certain Beneficial Owners and
Management" and is incorporated herein by reference.
The disclosures required for securities authorized for issuance under equity
compensation plans are contained in the Company's 2003 Proxy Statement under the
caption "Equity Compensation Plan Information" and are incorporated herein by
reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
ITEM 14. CONTROLS AND PROCEDURES
Evaluation of Controls and Procedures. We maintain disclosure controls and
procedures designed to ensure that material information related to Avid,
including our consolidated subsidiaries, is made known to management on a
regular basis. In response to recent legislation and proposed regulations, we
reviewed our internal controls structure and our disclosure controls and
procedures. We believe our existing controls and procedures are adequate to
enable us to comply with our disclosure obligations. We also established a
disclosure committee, which consists of members of the Company's senior
management, as well as financial and legal professionals employed by the
Company.
Changes in Controls and Procedures. There were no significant changes in the
Company's internal controls or in other factors that could significantly affect
these internal controls after the date of our most recent evaluation.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) 1. FINANCIAL STATEMENTS
The following consolidated financial statements are included in Item 8:
- Report of Independent Accountants
- Consolidated Statements of Operations for the years ended December 31,
2002, 2001 and 2000
- Consolidated Balance Sheets as of December 31, 2002 and 2001
- Consolidated Statements of Stockholders' Equity for the years ended
December 31, 2002, 2001 and 2000
- Consolidated Statements of Cash Flows for the years ended December 31,
2002, 2001 and 2000
- Notes to Consolidated Financial Statements
(a) 2. FINANCIAL STATEMENT SCHEDULE
The following consolidated financial statement schedule is included in Item
15(d):
Schedule II - Valuation and Qualifying Accounts
61
Schedules other than that listed above have been omitted since the required
information is not present, or not present in amounts sufficient to require
submission of the schedule, or because the information required is included in
the consolidated financial statements or the notes thereto.
ITEM 16. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The response to this item is contained in the Company's 2003 Proxy Statement
under the caption "Independent Accountant's Fees and Other Matters" and is
incorporated herein by reference.
62
(a) 3. LISTING OF EXHIBITS
EXHIBIT NO. DESCRIPTION
- ----------- -----------
2.1 Stock and Asset Purchase Agreement among Microsoft Corporation, Softimage
Inc. and Avid Technology, Inc. dated as of June 15, 1998 together with
all material exhibits thereto (incorporated by reference to the
Registrant's Quarterly Report a Form 10-Q as filed with the Commission on
August 12, 1998, File No. 0-21174).
3.1 Certificate of Amendment of the Third Amended and Restated Certificate of
Incorporation of the Registrant (incorporated by reference to the
Registrant's Quarterly Report on Form 10-Q as filed with the Commission on
May 15, 1995, File No. 0-21174).
3.2 Third Amended and Restated Certificate of Incorporation of the Registrant
(incorporated by reference to the Registrant's Registration Statement on
Form S-8 as filed with the Commission on June 9, 1993, File No. 33-64126).
3.3 Amended and Restated By-Laws of the Registrant (incorporated by reference
to the Registrant's Registration Statement on Form S-1 as declared
effective by the Commission on March 11, 1993, File No. 33-57796).
3.4 Certificate of Designations establishing Series A Junior Participating
Preferred Stock (the "Certificate of Designations") (incorporated by
reference to the Registrant's Current Report on Form 8-K as filed with the
Commission on March 8, 1996).
3.5 Certificate of Correction to the Certificate of Designations (incorporated
by reference to the Registrant's Current Report on Form 8-K as filed with
the Commission on March 8, 1996).
4.1 Specimen Certificate representing the Registrant's Common Stock
(incorporated by reference to the Registrant's Registration Statement on
Form S-1 as declared effective by the Commission on March 11, 1993, File
No. 33-57796).
4.2 Rights Agreement, dated as of February 29, 1996, between the Registrant
and The First National Bank of Boston, as Rights Agent (incorporated by
reference to the Registrant's Current Report on Form 8-K as filed with the
Commission on March 8, 1996, File No. 0-21174).
4.3 Common Stock Purchase Warrant dated August 3, 1998 by and between Avid
Technology, Inc. and Microsoft Corporation (incorporated by reference to
the Registrant's Quarterly Report a Form 10-Q as filed with the Commission
on November 13, 1998, File No. 0-21174).
10.1 Lease dated September 29, 1995 between Allied Dunbar Insurance PLC and
Avid Technology Limited (incorporated by reference to the Registrant's
Quarterly Report on Form 10-Q as filed with the Commission on November 14,
1995, File No. 0-21174).
10.3 Lease between MGI Andover Street, Inc. and Avid Technology, Inc. dated
March 21, 1995 (incorporated by reference to the Registrant's Quarterly
Report on Form 10-Q as filed with the Commission on May 15, 1995, File
No. 0-21174).
10.4 Amended and Restated lease dated as of June 7, 1996 between MGI One Park
West, Inc. and Avid Technology, Inc. (incorporated by reference to the
Registrant's Quarterly Report on Form 10-Q as filed with the Commission on
August 14, 1996, File No. 0-21174).
10.15 Form of Distribution Agreement (incorporated by reference to the
Registrant's Registration Statement on Form S-1 as declared effective by
the Commission on March 11, 1993, File No. 33-57796).
10.16 Form of Purchase and License Agreement (incorporated by reference to the
Registrant's Registration Statement on Form S-1 as declared effective by
the Commission on March 11, 1993, File No. 33-57796).
63
10.17 Form of Software Only License Agreement (incorporated by reference to the
Registrant's Registration Statement on Form S-1 as declared effective by
the Commission on March 11, 1993, File No. 33-57796).
#10.18 1989 Stock Option Plan (incorporated by reference to the Registrant's
Registration Statement on Form S-1 as declared effective by the Commission
on March 11, 1993, File No. 33-57796).
#10.19 1993 Stock Incentive Plan (incorporated by reference to the Registrant's
Registration Statement on Form S-1 as declared effective by the Commission
on March 11, 1993, File No. 33-57796).
#10.20 1993 Director Stock Option Plan, as amended (incorporated by reference to
the Registrant's Proxy Statement as filed with the Commission on April 27,
1995, File No. 0-21174).
#10.21 1993 Executive Compensation Agreement (incorporated by reference to the
Registrant's Registration Statement on Form S-1 as declared effective by
the Commission on March 11, 1993, File No. 33-57796).
#10.22 1993 Employee Stock Purchase Plan (incorporated by reference to the
Registrant's Registration Statement on Form S-8 as filed with the
Commission on June 9, 1993, File No. 33-64130).
#10.23 1994 Stock Option Plan, as amended (incorporated by reference to the
Registrant's Registration Statement on Form S-8 as filed with the
Commission on October 27, 1995, File No. 33-98692).
#10.25 1995 Executive Variable Compensation Program (incorporated by reference
to the Registrant's Quarterly Report on Form 10-Q as filed with the
Commission on May 15, 1995, File No. 0-21174).
#10.26 1998 Executive and Senior Management Variable Compensation Plan
(incorporated by reference to the Registrant's Annual Report on Form 10-K
as filed with the Commission on March 27, 1998, File No. 0-21174).
#10.27 1997 Stock Option Plan (incorporated by reference to the Registrant's
Annual Report on Form 10-K as filed with the Commission on March 27, 1998,
File No. 0-21174).
#10.28 1996 Employee Stock Purchase Plan, as amended (incorporated by reference
to the Registrant's Annual Report on Form 10-K as filed with the
Commission on March 27, 1998, File No. 0-21174).
#10.29 1998 Non-Qualified Deferred Compensation Plan (incorporated by reference
to the Registrant's Registration Statement on Form S-8 as filed with the
Commission on December 18, 1997, File No. 33-42569).
#10.30 1998 Profit Sharing Plan (incorporated by reference to the Registrant's
Annual Report on Form 10-K as filed with the Commission on March 27, 1998,
File No. 0-21174).
#10.36 1999 Profit Sharing Plan (incorporated by reference to the Registrant's
Annual Report on Form 10-K as filed with the Commission on March 30, 1999,
File No. 0-21174).
#10.37 1999 Executive and Senior Management Variable Compensation Plan
(incorporated by reference to the Registrant's Annual Report on Form 10-K
as filed with the Commission on March 30, 1999, File No. 0-21174).
10.38 Registration Rights Agreement dated August 3, 1998 by and between Avid
Technology, Inc. and Microsoft Corporation (incorporated by reference to
the Registrant's Quarterly Report on Form 10-Q as filed with the
Commission on November 13, 1998, File No. 0-21174).
10.39 Form of Electronic Software License Agreement (incorporated by reference
to the Registrant's Annual Report on Form 10-K as filed with the
Commission on March 30, 1999, File No. 0-21174).
#10.44 1999 Stock Option Plan (incorporated by reference to the Registrant's
Registration Statement on Form S-8 as filed with the Commission on January
6, 2000, 1999, File No. 33-94167).
#10.45 Executive Employment Agreement by and between the Company and David A.
Krall, dated as of July 24, 2002.
#10.46 Executive Employment Agreementby and between the Company and Joseph
Bentivegna, dated as of July 24, 2002.
64
#10.47 Executive Employment Agreement by and between the Company and Ethan E.
Jacks, dated as of July 24, 2002.
#10.48 Executive Employment Agreement by and between the Company and David
Lebolt, dated as of July 24, 2002.
#10.49 Executive Employment Agreement by and between the Company and Paul
Milbury, dated as of July 24, 2002.
#10.50 Executive Employment Agreement by and between the Company and Michael
Rockwell, dated as of July 24, 2002.
#10.51 Executive Employment Agreement by and between the Company and Ann C.
Smith, dated as of July 24, 2002.
#10.52 Executive Employment Agreement by and between the Company and Charles L.
Smith, dated as of July 24, 2002.
#10.53 Change-in-Control Agreement by and between the Company and David A.
Krall, dated as of July 24, 2002.
#10.54 Change-in-Control Agreement by and between the Company and Joseph
Bentivegna, dated as of July 24, 2002.
#10.55 Change-in-Control Agreement by and between the Company and Ethan E.
Jacks, dated as of July 24, 2002.
#10.56 Change-in-Control Agreement by and between the Company and David Lebolt,
dated as of July 24, 2002.
#10.57 Change-in-Control Agreement by and between the Company and Paul Milbury,
dated as of July 24, 2002.
#10.58 Change-in-Control Agreement by and between the Company and Michael
Rockwell, dated as of July 24, 2002.
#10.60 Change-in-Control Agreement by and between the Company and Charles L.
Smith, dated as of July 24, 2002.
*21 Subsidiaries of the Registrant.
*23.1 Consent of PricewaterhouseCoopers LLP.
99.1 Statement Pursuant to 18 U.S.C.ss.1350, dated as of March 28, 2003
99.2 Statement Pursuant to 18 U.S.C.ss.1350, dated as of March 28, 2003
- --------------------
*documents filed herewith
#Management contract or compensatory plan identified pursuant to Item 15(a)3.
65
(b) REPORTS ON FORM 8-K
We filed no Current Reports on Form 8-K for the fiscal quarter ended December
31, 2002.
66
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.
AVID TECHNOLOGY, INC.
(Registrant)
By: /s/ David A. Krall
--------------------------
David A. Krall
President and Chief Executive Officer
(Principal Executive Officer)
Date: March 28, 2003
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.
By: /s/ David A. Krall By: /s/ Paul J. Milbury By: /s/ Carol L. Reid
-------------------- ------------------------ ------------------------
David A. Krall Paul J. Milbury Carol L. Reid
President and Chief Chief Financial Officer Vice President and
Executive Officer (Principal Financial Corporate Controller
(Principal Executive Officer) (Principal Accounting
Officer) Officer)
Date: March 28, 2003 Date: March 28, 2003 Date: March 28, 2003
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.
NAME TITLE DATE
---- ----- ----
/s/ Charles T. Brumback Director March 24, 2003
-------------------------
Charles T. Brumback
/s/ John Guttag Director March 20, 2003
-------------------------
John Guttag
/s/ Robert M. Halperin Director March 27, 2003
-------------------------
Robert M. Halperin
/s/ Nancy Hawthorne Director March 26, 2003
-------------------------
Nancy Hawthorne
/s/ David A. Krall Director March 28, 2003
-------------------------
David A. Krall
/s/ Pamela F. Lenehan Director March 20, 2003
-------------------------
Pamela F. Lenehan
/s/ William J. Warner Director March 26, 2003
-------------------------
William J. Warner
67
CERTIFICATION
I, David A. Krall, certify that:
1. I have reviewed this annual report on Form 10-K of Avid Technology, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrants' other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of
the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and to the audit
committee of the registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: March 28, 2003
/s/ David A. Krall
-----------------------
David A. Krall
President and Chief Executive Officer
(principal executive officer)
68
CERTIFICATION
I, Paul J. Milbury, certify that:
1. I have reviewed this annual report on Form 10-K of Avid Technology, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrants' other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report is
being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of
the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and to the audit
committee of the registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: March 28, 2003
/s/ Paul J. Milbury
----------------------
Paul J. Milbury
Vice President and Chief Financial Officer
(principal financial officer)
69
AVID TECHNOLOGY, INC.
ANNUAL REPORT ON FORM 10-K
YEAR ENDED DECEMBER 31, 2002
ITEM 15(d)
FINANCIAL STATEMENT SCHEDULE
70
AVID TECHNOLOGY, INC.
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS Years
ended December 31, 2002, 2001 and 2000
(in thousands)
Additions
-----------------------
Balance at Charged to Charged to Balance at
beginning of costs and other end of
Description period expenses accounts Deductions period
- --------------------------------------------------------------------------------------------------
Allowance for doubtful accounts
December 31, 2002 $8,566 $534 ($2,863)(a) $6,237
December 31, 2001 9,806 619 (1,859)(a) 8,566
December 31, 2000 7,397 4,350 (1,941)(a) 9,806
Sales returns and allowances
December 31, 2002 $2,931 $9,481(b) ($8,035)(c) $4,377
December 31, 2001 1,578 9,086(b) (7,733)(c) 2,931
December 31, 2000 1,557 6,465(b) (6,444)(c) 1,578
Allowance for transactions with recourse
December 31, 2002 $3,862 $539 $471(b) ($1,568)(d) $3,304
December 31, 2001 5,026 1,016 1,090(b) (3,270)(d) 3,862
December 31, 2000 3,923 1,744 2,079(b) (2,720)(d) 5,026
Deferred tax asset valuation allowance
December 31, 2002 $131,428 ($303) ($4,635)(e) $126,490
December 31, 2001 115,962 14,733 733 131,428
December 31, 2000 90,637 24,177 1,148 115,962
(a) Amount represents write-offs, net of recoveries.
(b) Provisions for sales returns, volume rebates and a portion of the provision
for transactions with recourse are charged directly against revenue.
(c) Amount represents credits for returns, volume rebates and promotions.
(d) Amount represents defaults, net of recoveries.
(e) Amount represents tax return to accrual adjustments.
Index to Exhibits
Exhibit No. Description
- -------------------------------------------------------------------------------
2.1 Stock and Asset Purchase Agreement among Microsoft Corporation, Softimage
Inc. and Avid Technology, Inc. dated as of June 15, 1998 together with
all material exhibits thereto (incorporated by reference to the
Registrant's Quarterly Report a Form 10-Q as filed with the Commission on
August 12, 1998, File No. 0-21174).
3.1 Certificate of Amendment of the Third Amended and Restated Certificate of
Incorporation of the Registrant (incorporated by reference to the
Registrant's Quarterly Report on Form 10-Q as filed with the Commission on
May 15, 1995, File No. 0-21174).
3.2 Third Amended and Restated Certificate of Incorporation of the Registrant
(incorporated by reference to the Registrant's Registration Statement on
Form S-8 as filed with the Commission on June 9, 1993, File No. 33-64126).
3.3 Amended and Restated By-Laws of the Registrant (incorporated by reference
to the Registrant's Registration Statement on Form S-1 as declared
effective by the Commission on March 11, 1993, File No. 33-57796).
3.4 Certificate of Designations establishing Series A Junior Participating
Preferred Stock (the "Certificate of Designations") (incorporated by
reference to the Registrant's Current Report on Form 8-K as filed with the
Commission on March 8, 1996).
3.5 Certificate of Correction to the Certificate of Designations (incorporated
by reference to the Registrant's Current Report on Form 8-K as filed with
the Commission on March 8, 1996).
4.1 Specimen Certificate representing the Registrant's Common Stock
(incorporated by reference to the Registrant's Registration Statement on
Form S-1 as declared effective by the Commission on March 11, 1993, File
No. 33-57796).
4.2 Rights Agreement, dated as of February 29, 1996, between the Registrant
and The First National Bank of Boston, as Rights Agent (incorporated by
reference to the Registrant's Current Report on Form 8-K as filed with the
Commission on March 8, 1996, File No. 0-21174).
4.3 Common Stock Purchase Warrant dated August 3, 1998 by and between Avid
Technology, Inc. and Microsoft Corporation (incorporated by reference to
the Registrant's Quarterly Report a Form 10-Q as filed with the Commission
on November 13, 1998, File No. 0-21174).
10.1 Lease dated September 29, 1995 between Allied Dunbar Insurance PLC and
Avid Technology Limited (incorporated by reference to the Registrant's
Quarterly Report on Form 10-Q as filed with the Commission on November 14,
1995, File No. 0-21174).
10.3 Lease between MGI Andover Street, Inc. and Avid Technology, Inc. dated
March 21, 1995 (incorporated by reference to the Registrant's Quarterly
Report on Form 10-Q as filed with the Commission on May 15, 1995, File No.
0-21174).
10.4 Amended and Restated lease dated as of June 7, 1996 between MGI One Park
West, Inc. and Avid Technology, Inc. (incorporated by reference to the
Registrant's Quarterly Report on Form 10-Q as filed with the Commission on
August 14, 1996, File No. 0-21174).
10.15 Form of Distribution Agreement (incorporated by reference to the
Registrant's Registration Statement on Form S-1 as declared effective by
the Commission on March 11, 1993, File No. 33-57796).
10.16 Form of Purchase and License Agreement (incorporated by reference to the
Registrant's Registration Statement on Form S-1 as declared effective by
the Commission on March 11, 1993, File No. 33-57796).
10.17 Form of Software Only License Agreement (incorporated by reference to the
Registrant's Registration Statement on Form S-1 as declared effective by
the Commission on March 11, 1993, File No. 33-57796).
#10.18 1989 Stock Option Plan (incorporated by reference to the Registrant's
Registration Statement on Form S-1 as declared effective by the Commission
on March 11, 1993, File No. 33-57796).
#10.19 1993 Stock Incentive Plan (incorporated by reference to the Registrant's
Registration Statement on Form S-1 as declared effective by the Commission
on March 11, 1993, File No. 33-57796).
#10.20 1993 Director Stock Option Plan, as amended (incorporated by reference to
the Registrant's Proxy Statement as filed with the Commission on April 27,
1995, File No. 0-21174).
#10.21 1993 Executive Compensation Agreement (incorporated by reference to the
Registrant's Registration Statement on Form S-1 as declared effective by
the Commission on March 11, 1993, File No. 33-57796).
#10.22 1993 Employee Stock Purchase Plan (incorporated by reference to the
Registrant's Registration Statement on Form S-8 as filed with the
Commission on June 9, 1993, File No. 33-64130).
#10.23 1994 Stock Option Plan, as amended (incorporated by reference to the
Registrant's Registration Statement on Form S-8 as filed with the
Commission on October 27, 1995, File No. 33-98692).
#10.25 1995 Executive Variable Compensation Program (incorporated by reference
to the Registrant's Quarterly Report on Form 10-Q as filed with the
Commission on May 15, 1995, File No. 0-21174).
#10.26 1998 Executive and Senior Management Variable Compensation Plan
(incorporated by reference to the Registrant's Annual Report on Form 10-K
as filed with the Commission on March 27, 1998, File No. 0-21174).
#10.27 1997 Stock Option Plan (incorporated by reference to the Registrant's
Annual Report on Form 10-K as filed with the Commission on March 27, 1998,
File No. 0-21174).
#10.28 1996 Employee Stock Purchase Plan, as amended (incorporated by reference
to the Registrant's Annual Report on Form 10-K as filed with the
Commission on March 27, 1998, File No. 0-21174).
#10.29 1998 Non-Qualified Deferred Compensation Plan (incorporated by reference
to the Registrant's Registration Statement on Form S-8 as filed with the
Commission on December 18, 1997, File No. 33-42569).
#10.30 1998 Profit Sharing Plan (incorporated by reference to the Registrant's
Annual Report on Form 10-K as filed with the Commission on March 27, 1998,
File No. 0-21174).
#10.36 1999 Profit Sharing Plan (incorporated by reference to the Registrant's
Annual Report on Form 10-K as filed with the Commission on March 30, 1999,
File No. 0-21174).
#10.37 1999 Executive and Senior Management Variable Compensation Plan
(incorporated by reference to the Registrant's Annual Report on Form 10-K
as filed with the Commission on March 30, 1999, File No. 0-21174).
10.38 Registration Rights Agreement dated August 3, 1998 by and between Avid
Technology, Inc. and Microsoft Corporation (incorporated by reference to
the Registrant's Quarterly Report on Form 10-Q as filed with the
Commission on November 13, 1998, File No. 0-21174).
10.39 Form of Electronic Software License Agreement (incorporated by reference
to the Registrant's Annual Report on Form 10-K as filed with the
Commission on March 30, 1999, File No. 0-21174).
#10.44 1999 Stock Option Plan (incorporated by reference to the Registrant's
Registration Statement on Form S-8 as filed with the Commission on January
6, 2000, 1999, File No. 33-94167).
#10.44 1999 Stock Option Plan (incorporated by reference to the Registrant's
Registration Statement on Form S-8 as filed with the Commission on January
6, 2000, 1999, File No. 33-94167).
#10.45 Executive Employment Agreement by and between the Company and David A.
Krall, dated as of July 24, 2002.
#10.46 Executive Employment Agreementby and between the Company and Joseph
Bentivegna, dated as of July 24, 2002.
#10.47 Executive Employment Agreement by and between the Company and Ethan E.
Jacks, dated as of July 24, 2002.
#10.48 Executive Employment Agreement by and between the Company and David
Lebolt, dated as of July 24, 2002.
#10.49 Executive Employment Agreement by and between the Company and Paul
Milbury, dated as of July 24, 2002.
#10.50 Executive Employment Agreement by and between the Company and Michael
Rockwell, dated as of July 24, 2002.
#10.51 Executive Employment Agreement by and between the Company and Ann C.
Smith, dated as of July 24, 2002.
#10.52 Executive Employment Agreement by and between the Company and Charles L.
Smith, dated as of July 24, 2002.
#10.53 Change-in-Control Agreement by and between the Company and David A.
Krall, dated as of July 24, 2002.
#10.54 Change-in-Control Agreement by and between the Company and Joseph
Bentivegna, dated as of July 24, 2002.
#10.55 Change-in-Control Agreement by and between the Company and Ethan E.
Jacks, dated as of July 24, 2002.
#10.56 Change-in-Control Agreement by and between the Company and David Lebolt,
dated as of July 24, 2002.
#10.57 Change-in-Control Agreement by and between the Company and Paul Milbury,
dated as of July 24, 2002.
#10.58 Change-in-Control Agreement by and between the Company and Michael
Rockwell, dated as of July 24, 2002.
#10.60 Change-in-Control Agreement by and between the Company and Charles L.
Smith, dated as of July 24, 2002.
*21 Subsidiaries of the Registrant.
*23.1 Consent of PricewaterhouseCoopers LLP.
99.1 Statement Pursuant to 18 U.S.C.ss.1350, dated as of March 28, 2003
99.2 Statement Pursuant to 18 U.S.C.ss.1350, dated as of March 28, 2003
- ------------------
*documents filed herewith
#Management contract or compensatory plan identified pursuant to Item 15(a)3.
SUBSIDIARIES OF THE REGISTRANT AS OF DECEMBER 31, 2002
------------------------------------------------------
AVID INTERNET MEDIA GROUP, INC. (Delaware)
AVID TECHNOLOGY WORLDWIDE, INC. (Delaware)
AVID TECHNOLOGY SECURITIES CORPORATION (Massachusetts)
AVID TECHNOLOGY EUROPE LIMITED (England)
AVID TECHNOLOGY IBERIA LTD (England)
AVID TECHNOLOGY S.A.R.L. (France)
AVID TECHNOLOGY G.m.b.H. (Germany)
AVID TECHNOLOGY SALES LIMITED (Ireland)
DIGIDESIGN ITALY S.R.L. (Italy)
AVID TECHNOLOGY HOLDING B.V. (Netherlands)
AVID TECHNOLOGY INTERNATIONAL B.V. (Netherlands)
AVID JAPAN K.K. (Japan)
AVID TECHNOLOGY (S.E. ASIA) PTE LTD (Singapore)
AVID TECHNOLOGY (AUSTRALIA) PTY LTD (Australia)
AVID NORTH ASIA LIMITED (Hong Kong)
SOFTIMAGE CO. (Canada)
INEWS, LLC (Delaware)
INEWS PTY. LTD (Australia)
INEWS G.m.b.H.
INEWS LTD. (England)
D-DESIGN NORDIC AB (Sweden)
Exhibit 23.1
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-3 and Form S-8 of Avid Technology, Inc. of our report dated
January 30, 2003 relating to the financial statements and financial statement
schedule of Avid Technology, Inc., which appears in this Form 10-K.
/s/ PricewaterhouseCoopers LLP
- ------------------------------
Boston, Massachusetts
March 27, 2003
Exhibit 99.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report on Form 10-K of Avid Technologies, Inc.
(the "Company") for the period ended December 31, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), the
undersigned, David A. Krall, President and Chief Executive Officer of the
Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, that:
(1) The Report fully complies with the requirements of Section 13(a) of
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.
Dated: March 28, 2003 /s/ David A. Krall
------------------------------------
David A. Krall
President and Chief Executive Officer
Exhibit 99.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report on Form 10-K of Avid Technologies, Inc.
(the "Company") for the period ended December 31, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), the
undersigned, Paul J. Milbury, Chief Financial Officer of the Company, hereby
certifies, pursuant to 18 U.S.C. Section 1350, that:
(1) The Report fully complies with the requirements of Section 13(a) of
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.
Dated: March 28, 2003 /s/ Paul J. Milbury
------------------------------
Paul J. Milbury
Chief Financial Officer