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Roxio Reports Third Quarter Results

Roxio Exceeds Third Quarter Sales Target; Expects More Than 20% Sequential Revenue Growth from Upcoming Launch of Easy CD & DVD Creator 6.0 - The Digital Media Suite

Santa Clara, California - (January 22, 2003) - Roxio, Inc. (Nasdaq: ROXI), The Digital Media Companyâ, provider of the best selling digital media software in the world, today reported financial results for its third quarter ended December 31, 2002. Net revenue for the third quarter was $26.4 million, and pro forma net loss was $7.4 million, or $0.38 per basic and diluted share, which includes approximately $0.21 per share in amounts incurred in connection with the settlement of a lawsuit by certain former shareholders of Incat Systems. The third quarter results compare with net revenue of $36.2 million and pro forma net income of $3.4 million, or $0.20 per basic and $0.19 per diluted share, for the same period of the prior fiscal year. Pro forma net loss excludes non-cash charges related to the amortization of intangible assets and deferred stock-based compensation.

Including non-cash charges related to the amortization of intangible assets and deferred stock-based compensation, Roxio's reported (GAAP) net loss for the third quarter of fiscal 2003 was $9.2 million, or $0.47 per basic and diluted share. This compares with reported net income of $0.6 million, or $0.04 per basic and diluted share, for the third quarter of fiscal 2002. A reconciliation of pro forma results with the reported results is included below.

"Roxio executed on its operating plans during the third quarter as we set the stage for the February 18th launch of Easy CD & DVD Creator 6.0 -- 'The Digital Media Suite,' an all-in-one solution bringing together the best-known digital media brands and offering CD and DVD recording, photo and video editing, music management and data applications," said Chris Gorog, Roxio's President and Chief Executive Officer. "This will be Roxio's biggest launch to date and will leverage extensive support from leading retailers, powerful promotional partners including ESPN, Intel and Fuji, consumer print advertising and more. Roxio also solidified a number of important OEM wins during the quarter including important DVD wins with TEAC and BUSlink, among others. While we continue to deemphasize the significance of these partnerships from a revenue perspective, they are important drivers in growing our installed base and further supporting our retail upgrade strategy."

Elliot Carpenter, Roxio's Chief Financial Officer, commented, "Retail and OEM revenues were generally as expected during the quarter and we were successful in managing our cash and expenses in advance of the Creator 6.0 launch. As we approach the end of fiscal 2003, we are increasing our revenue guidance to approximately $119 million, with fiscal fourth quarter revenues expected to total roughly $32 million. We are forecasting a strong return to profitability in the fiscal fourth quarter on pro forma earnings per share of $0.19 cents and should exit the fiscal year with over $45 million in cash and cash investments. While we have not provided an outlook into fiscal 2004, we expect that our new products will drive healthy revenues and increased profitability for the year."

Corporate Highlights

  • Roxio successfully launched Starter Kit versions of Easy CD Creator and PhotoSuite at mass merchants Wal-Mart and Target. Based on the success of the initial launch of these products, Roxio has significantly expanded the number of storefronts where its software is sold, and its Easy CD Creator Starter Kit is already among Wal-Mart's top ten titles for non-gaming software.
  • Roxio continued to strengthen its growing roster of OEM partnerships with design wins for its leading digital media products including Easy CD Creator, Easy CD Creator DVD Edition, VideoWave Movie Creator and PhotoSuite at leading manufacturers including HP, Compaq, Pioneer, Logitech, TEAC, BUSlink, TDK, Kyocera and others.
  • On November 27, 2002, Roxio completed the purchase of certain of the assets of Napster, Inc. Roxio received all of Napster's intellectual property including but not limited to the name, trademarks, domain name, and its patent portfolio. The Company did not assume any of Napster's pending liabilities or litigation and expects to provide more details regarding its plans for Napster in the next few months.
  • Roxio announced during the third quarter the promotion of Timothy Corcoran to vice president of worldwide retail sales. Mr. Corcoran was formerly director of sales for Roxio, where he was responsible for both OEM and retail sales in the U.S.
                Reconciliation of Reported Earnings (Loss) to Pro Forma Earnings (Loss):
                              Three Months               Three Months
                                 Ended                        Ended
                                Dec. 31,                     Dec. 31,
                                  2002                         2001
                        Net      Basic    Diluted    Net      Basic   Diluted
                      Income       EPS      EPS      Income    EPS      EPS
     Reported
      earnings
      (loss)        $(9,200)    $(0.47) $(0.47)     $639    $ 0.04   $ 0.04
     Adjustments:
     Amortization of
      intangible
      assets           1,428       0.07    0.07    1,433      0.08     0.08
     Stock-based
      compensation
      charges            659       0.03    0.03    1,338      0.08     0.07
     Tax effect of
      pro forma
      entries          (252)     (0.01)  (0.01)       --        --       --
     Pro forma
      earnings
      (loss)        $(7,365)    $(0.38) $(0.38)   $3,410     $0.20   $ 0.19


                             Nine Months                  Nine Months
                                 Ended                       Ended
                               Dec. 31,                     Dec. 31,
                                  2002                        2001
                        Net      Basic  Diluted      Net     Basic   Diluted
                      Income      EPS     EPS       Income    EPS      EPS
     Reported
      earnings
      (loss)       $(12,268)    $(0.63) $(0.63)   $2,009    $ 0.12   $ 0.12
     Adjustments:
       Amortization of
        intangible
        assets         4,764       0.25    0.25    4,297      0.26     0.25
       Stock-based
        compensation
        charges        1,447       0.07    0.07    6,384      0.38     0.38
       Tax effect of
        pro forma
        entries        (835)     (0.04)  (0.04)       --        --       --
     Pro forma
      earnings      $(6,892)    $(0.35) $(0.35)  $12,690    $ 0.76   $ 0.75

                                    ROXIO INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                 (In thousands, except per share data, unaudited)
                                           Three Months        Nine Months
                                        Ended December 31,  Ended December 31,
                                          2002     2001      2002      2001
    Net revenues                         $26,430  $36,164   $86,652  $103,627
    Cost of revenues (excludes stock-
     based
    compensation charges of $13, $14,
    $39 and $89, respectively)             7,529    8,168    22,887    21,070
    Gross profit                          18,901   27,996    63,765    82,557
    Operating expenses:
    Research and development (excludes
     stock-based
    compensation charges of $191, $208
    $573 and $1,307, respectively)         5,067    4,763    15,737    15,958
    Sales and marketing (excludes stock-
     based
    compensation charges of $172, $807,
    ($14) and $2,964, respectively)       10,113   13,510    32,271    35,149
    General and administrative (excludes
     stock-based
    compensation charges of $283, $309,
    $849 and $2,024, respectively.)        9,438    4,681    21,213    13,149
    Amortization of intangible assets      1,428    1,433     4,764     4,297
    Stock-based compensation charges         659    1,338     1,447     6,384
    Total operating expenses              26,705   25,725    75,432    74,937
    Income (loss) from operations         (7,804)   2,271   (11,667)    7,620
    Other income, net                        150      278       565       993
    Income (loss) before provision
     for income tax                       (7,654)   2,549   (11,102)    8,613
    Provision for income tax              (1,546)  (1,910)   (1,166)   (6,604)
    Net income (loss)                    $(9,200)    $639  $(12,268)   $2,009
    Earnings per share:
    Basic                                 $(0.47)   $0.04    $(0.63)    $0.12
    Diluted                               $(0.47)   $0.04    $(0.63)    $0.12
    Weighted average shares used in
     computing basic and
    diluted net income per share
    Basic                                 19,422   16,883    19,470    16,766
    Diluted                               19,422   17,591    19,470    16,945
                                   ROXIO INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                (In thousands, except per share data, unaudited)
                                                 December 31,       March 31,
                                                     2002              2002
                   ASSETS
    Current assets:
    Cash and cash equivalents                      $25,640           $47,280
    Short-term investments                          15,966             4,700
    Accounts receivable, net of allowance
     for doubtful accounts of
       $1,255 and $775, respectively                13,369            24,260
    Inventories                                        283               363
    Prepaid expenses and other current
     assets                                          3,468             3,409
    Income tax receivable                            3,197             2,378
    Deferred income taxes                            3,895             3,880
    Total current assets                            65,818            86,270
    Long-term investment                             3,000                --
    Property and equipment, net                      9,302             7,122
    Goodwill                                        55,247            51,447
    Other intangibles assets, net                   12,026            11,248
    Other assets                                       674               545
    Total assets                                  $146,067          $156,632
    LIABILITIES AND STOCKHOLDERS' EQUITY
    Current liabilities:
    Accounts payable                                $9,895            $9,563
    Accrued liabilities                             16,125            21,972
    Current portion of long-term debt                  585               526
    Total current liabilities                       26,605            32,061
    Long term liabilities:
    Long term debt                                   5,585               921
    Deferred income taxes                            1,135             1,922
    Total liabilities                               33,325            34,904
    Stockholders' equity:
    Common stock, $0.001 par value;
     100,000 shares authorized;
         19,422 and 19,474 issued and
          outstanding                                   19                20
    Additional paid-in capital                     127,815           129,804
    Deferred stock-based compensation               (3,858)           (7,487)
    Accumulated deficit                            (12,999)             (731)
    Accumulated other comprehensive
     income                                          1,765               122
    Total stockholders' equity                     112,742           121,728
    Total liabilities and stockholders'
     equity                                       $146,067          $156,632

Safe Harbor Statement

The matters discussed relating to Roxio in this press release, in particular matters related to Roxio's OEM relationships, include forward-looking statements that are subject to certain risks and uncertainties, including delays in product development, competition in the software industry, and failure to maintain OEM relationships, that could cause actual results to differ materially from those projected. Additional information on these and other factors are contained in Roxio's reports filed with the Securities and Exchange Commission (SEC), including the Company's Annual Report on Form 10-K as filed with the SEC on July 1, 2002 and Quarterly Report on Form 10-Q as filed with the SEC on November 13, 2002, copies of which are available at the website maintained by the SEC at http://www.sec.gov. Roxio assumes no obligation to update the forward-looking statements included in this press release.

About Roxio

Roxio, a division of Sonic Solutions, develops and markets the best-selling digital media software in the world. Roxio offers award-winning software products for CD/DVD burning, photo editing and video editing and has an installed base of over 150 million users. Roxio distributes its products globally through strategic partnerships with major hardware manufacturers, through leading retailers, through Internet partnerships and through direct sales at www.roxio.com. Roxio's parent company, Sonic Solutions (NASDAQ: SNIC; http://www.sonic.com) is the leader in digital media software and provides a broad range of software tools and applications for creative professionals, business and home users and technology partners. Sonic's products range from professional DVD authoring systems and interactive content delivery technologies that are used to produce the majority of Hollywood movies released on DVD, to the award-winning Roxio- and Sonic-branded CD and DVD creation, playback and backup applications that have become the premiere solutions for consumers and business users worldwide. Sonic's AuthorScript® is the de facto standard for CD and DVD burning and formatting and has been licensed by major software and hardware manufacturers, including Adobe, Broadcom, Microsoft, Scientific-Atlanta, Sony, and many others. Sonic Solutions is headquartered in Marin County, California.

Sonic, the Sonic logo, Sonic Solutions, Roxio, MyDVD, CineMagic, Plug & Burn, LiveShare, Roxio Easy Media Creator, and AuthorScript are trademarks or registered trademarks of Sonic Solutions or its subsidiaries in the United States and/or other countries. Dolby is a trademark of Dolby Laboratories. All other company or product names are trademarks of their respective owners and, in some cases, are used by Sonic Solutions under license. Specifications, pricing and delivery schedules are subject to change without notice.