MMUS Makemusic, Inc. (MM)

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB

(Mark One)

þ		Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2007

o		Transition report under Section 13 or 15(d) of the Exchange Act

For the transition period from                      To                     

Commission file number 0-26192

MakeMusic, Inc.

7615 Golden Triangle Drive, Suite M
Eden Prairie, Minnesota 55344-3848

(952) 937-9611

if Changed Since Last Report)

     Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ       No o

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o       No þ

     As of October 31, 2007 there were 4,148,047 shares of Common Stock outstanding.

Transitional Small Business Disclosure Format (check one): Yes o       No þ

 

 

MakeMusic, Inc.

INDEX

		Page No.
PART I. FINANCIAL INFORMATION
Item 1 Condensed Financial Statements			3
Condensed Balance Sheets September 30, 2007 and December 31, 2006			3
Condensed Statement of Operations Three and nine-month periods ended September 30, 2007 and 2006			4
Condensed Statements of Cash Flows Nine-month period ended September 30, 2007 and 2006			5
Notes to Condensed Financial Statements			6
Item 2 Management’s Discussion and Analysis or Plan of Operation			10
Item 3 Controls and Procedures			15
PART II. OTHER INFORMATION
Item 1 Legal Proceedings			16
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds			16
Item 3 Defaults Upon Senior Securities			16
Item 4 Submission of Matters to a Vote of Security Holders			16
Item 5 Other Information			16
Item 6 Exhibits			16
Signatures			17
Exhibit Index			18
Certification
Certification
Certification
Certification

PART I. FINANCIAL INFORMATION

See Notes to Condensed Financial Statements

See Notes to Condensed Financial Statements

MakeMusic, Inc.

		unrecognized tax benefits that, if recognized, would affect our effective tax rate is zero based on the fact that we currently have a full reserve against our unrecognized tax benefits.
		The following table summarizes the effect on our deferred tax asset for uncertain tax positions which we have taken:

		As of September 30, 2007, there are no open positions for which the unrecognized tax benefits will significantly increase or decrease during the next twelve months. Additionally, tax years still open for examination by Federal and major state agencies as of September 30, 2007 are 2003-2006.
Note 4		Stock-Based Compensation. We currently offer a stock-based compensation plan to our employees, directors and consultants. The Compensation Committee of the Board of Directors administers these plans, and determines the persons eligible to receive awards and the number of shares and/or options subject to each award, as well as the terms, conditions, performance measures, and other provisions of the award. Readers should refer to Note 5 of our financial statements in our Annual Report on Form 10-KSB for the fiscal year ended December 31, 2006 for additional information related to our stock-based compensation plans.
		We account for stock-based compensation arrangements with our employees and directors in accordance with SFAS No. 123 (revised), “Share-Based Payment” (SFAS No. 123R). Under the fair value recognition provisions of SFAS No. 123R we measure stock-based compensation cost at the grant date based on the fair value of the award and recognize the compensation expense over the requisite service period, which is generally the vesting period. For the three months ended September 30, 2007 and 2006, we recognized $86,000 and $66,000, respectively, and for the nine months ended September 30, 2007 and 2006, we recognized $247,000 and $231,000, respectively, of expense related to stock-based compensation.

		Expected volatility is based on the historical volatility of our share price in the period prior to option grant equivalent to the expected life of the options. The expected term is based on management’s estimate of when the option will be exercised, which is generally consistent with the vesting period. The risk-free interest rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant.
		The following table represents stock option activity for the nine months ended September 30, 2007:

		At September 30, 2007 the aggregate intrinsic value of options outstanding was $2,113,000, and the aggregate intrinsic value of options exercisable was $1,165,000. Total intrinsic value of options exercised was $360,000 for the nine months ended September 30, 2007.
		At September 30, 2007 there was $471,000 of unrecognized compensation cost related to nonvested share-based payments which is expected to be recognized over a weighted-average period of 2.24 years.
		Warrants
		At September 30, 2007 there were a total of 554,328 warrants to purchase common stock outstanding at a weighted average exercise price of $2.92; the warrants expire between 2008 and 2011.
Note 5		New and Pending Accounting Pronouncements.
		In September 2006, FASB issued Statement 157, Fair Value Measurements . This statement defines fair value and establishes a framework for measuring fair value in generally accepted accounting principles (GAAP). More precisely, this statement sets forth a standard definition of fair value as it applies to assets or liabilities, the principal market (or most advantageous market) for determining fair value (price), the market

		participants, inputs and the application of the derived fair value to those assets and liabilities. The effective date of this pronouncement is for all full fiscal and interim periods beginning after November 15, 2007. We are currently evaluating the impact of adopting FASB Statement 157 on our financial statements.
		In February 2007, FASB issued Statement 159, The Fair Value Option for Financial Assets and Financial Liabilities . This statement allows all entities to choose, at specified election dates, to measure eligible items at fair value. Under this option, an entity will report unrealized gains and losses on items for which the fair value option has been elected in earnings. This statement is effective as of the beginning of the first fiscal year which begins after November 15, 2007. Early adoption is permitted as of the beginning of the fiscal year that begins on or before November 15, 2007 provided the company has also elected to apply the provisions of FASB Statement No. 157, Fair Value Measurements. We are currently evaluating the impact of adopting FASB Statement 159 on our financial statements.
Note 6		Subsequent Event.
		On November 2, 2007, LaunchEquity Acquisition Partners, LLC – Education Partners acquired 312,500 shares of common stock of the Company pursuant to the exercise of a warrant at an exercise price of $3.20. The Company received a total of $1,000,000 in connection with this warrant exercise.

Item 2. Management’s Discussion and Analysis or Plan of Operation.

Executive Overview

     Our mission is to enhance and transform the experience of making, teaching and learning music and we intend to achieve significant growth as a worldwide leader in music education software. Among our leading products are SmartMusic ^® , a complete music education software for band, jazz band, orchestra and choir, and Finale ^® music notation software.

     For more than nineteen years, Finale has transformed the process by which composers, arrangers, musicians, teachers, students and publishers create, edit, audition, print and publish musical scores. In the world of music software, Finale is the equivalent of Adobe ^® PageMaker ^® or Adobe ^® Illustrator ^® – it is what musicians use for page layout of sheet music. An additional feature of Finale is its ability to create SmartMusic files so that an educator/composer can create customized practice assignments for his or her students. We have traditionally derived revenue through the sales of our notation software products, which continue to grow through regular upgrade releases, extension into a suite of notation products with reduced features and appropriate pricing to appeal to new market segments and distribution channels and natural renewal in the education market.

     We launched Finale 2008 on July 2, 2007. This was one month earlier than last year’s launch of Finale 2007 which occurred in August 2006 and the earlier launch resulted in stronger third quarter notation sales for 2007 as compared to 2006. Sales growth occurred in our other notation products with both Allegro and SongWriter experiencing revenue increases over the prior year as well.

     SmartMusic is a complete, interactive, computer-based practice system for woodwind, string and brass players and vocalists. SmartMusic enhances and transforms the process of practicing music by accompanying musicians and students while they practice – following their spontaneous tempo changes like a human accompanist. SmartMusic is a complete teaching and learning tool for band, orchestra and choir. Offered through subscription, SmartMusic gives musicians access to a library of more than 30,000 professionally performed and recorded accompaniments, more than 50,000 exercises, over 400 large ensemble titles and the ability to receive and submit assignments received from their instructor.

     The SmartMusic assessment and recording features allow real-time feedback for students of all ages. These features allow music educators the ability to create SmartMusic assignments and have students submit an assessment of their assignment complete with a recording of the performance. Students see their assessment scores immediately and are motivated to improve their performance prior to submitting the assignment. Similarly students can make as many recordings of their performance as desired prior to submitting their assignments. This combined feedback helps students improve on their own and understand how they are progressing.

     SmartMusic is becoming a very important part of our business with recurring revenue from the subscription-based model that leverages our relationships with music educators and their students. We continue to fine-tune the model to ensure strong acceptance of the SmartMusic subscription service and have experienced consistent annual increases in subscriptions and revenue.

     We released SmartMusic 10.0 in April of this year. Offering titles for band, and jazz ensemble and in the future, orchestra and choir as well as pre-authored assignments for every title, SmartMusic 10.0 represents a complete solution for music educators.

     SmartMusic 10.0 also includes SmartMusic Impact™, a web-based service designed to manage student assignments, grades and recordings while documenting the progress of each student. The introduction of SmartMusic 10.0 and SmartMusic Impact in 2007 is providing music educators and students with exciting new possibilities to assist in developing strong music programs and complying with accountability requirements. SmartMusic 10.0 will provide access to an ever increasing library of band, and orchestra literature. Each title includes individual part assignments authored by respected educators thereby providing music teachers a time saving solution for preparing selections for the next public performance. SmartMusic Impact will enable teachers to easily send assignments to each of their students. Students complete the assignment on their home computer provided that they have a SmartMusic subscription, or on a school computer equipped with SmartMusic. Submitted assignments are automatically graded and posted in the teachers’ SmartMusic Impact Gradebook. We will continue to increase our

investment in repertoire development to have the content music educators require in their band programs and build a persuasive band solution. Significant choral and orchestra titles will then be added.

     With Finale and SmartMusic, we believe we have the platforms for building continued growth in the music education software industry. We are exploring opportunities to introduce our existing products into new geographic markets through existing distribution partners and new relationships. We are also exploring opportunities to develop and launch new products based on our core music education technologies: the editing, display, printing and playback of music notation, pitch recognition, assessment, recording and Intelligent Accompaniment.

     In our Form 10-KSB filed with the Securities and Exchange Commission for the year ended December 31, 2006, we identified critical accounting policies and estimates for our business that we are incorporating herein by reference.

Results of Operations

     The following table summarizes key operating information for the three and nine months ended September 30, 2007 and 2006.

Comparison of the three-month and nine-month periods ended September 30, 2007 to the three-month and nine-month periods ended September 30, 2006

      Net Revenues. Notation revenue increased by $306,000 to $3,514,000 when comparing the three-month periods ended September 30, 2007 and 2006 and increased by $504,000 to $7,816,000 when comparing the nine-month periods ended September 30, 2007 and 2006. The increases in revenue during the three and nine-month periods are primarily due to the release of Finale 2008 in July 2007 as compared to last year‘s release of Finale 2007 which occurred one month later in August 2006. Also contributing to the increase in notation sales was the bi-annual

release of Allegro ^® 2007 early in 2007, as well as stronger results from SongWriter when compared to the same periods last year.

     Revenue for SmartMusic continues to grow. SmartMusic revenue increased by $201,000, or 32%, to $822,000 in the three months ended September 30, 2007 over the revenue for the same period in 2006. Revenue for the nine-month period ended September 30, 2007 increased by $422,000, or 27%, compared to the first nine months in 2006. Total SmartMusic revenue includes revenue from the subscription service as well as the sale of accessories such as microphones and foot pedals. Subscription revenue was $536,000 for the three months ended September 30, 2007, a 23% increase over subscription revenue of $435,000 during the same period in 2006. Subscription revenue was $1,473,000 for the nine months ended September 30, 2007, a 25% increase over subscription revenue of $1,179,000 during the same period in 2006.

     As disclosed in our Annual Report on Form 10-KSB, we were anticipating the release of SmartMusic 10.0 and SmartMusic Impact in early 2007. We released these products in April and experienced growth in revenue beginning in fall of 2007 with back-to-school teacher and student purchases as well as strong microphone sales. As of September 30, 2007, we had 75,741 active SmartMusic subscriptions, a 38% increase over the 54,821 active subscriptions as of September 30, 2006. Total schools using SmartMusic reached 6,901 as of September 30, 2007 compared to 5,507 as of September 30, 2006. The combination of students sponsored by schools and individuals sponsored by associations grew to 51,361 as of September 30, 2007 compared to 34,922 as of September 30, 2006. Additionally, with the release of SmartMusic 10.0 and SmartMusic Impact in April 2007, we began tracking and reporting Impact Teachers. Impact Teachers are teachers using SmartMusic who have issued assignments to 50 or more students. As of September 30, 2007, there were 159 Impact Teachers and the average number of student subscriptions per Impact Teacher was 44. This compares to 26 Impact Teachers with 29 average student subscriptions as of June 30, 2007.

     During the third quarter of 2007, we implemented a direct sales strategy for SmartMusic. Salespeople were hired to focus on school district sales activities and site licenses were introduced offering quantity level pricing. Expenses for our sales staff and related marketing efforts will be expanded in the future to support this initiative. A total of fifteen school district site licenses were signed in the third quarter with average initial subscriptions per license of 202 and average potential of 526 subscriptions per license.

     Deferred SmartMusic subscription revenue increased $401,000, or 42%, to $1,367,000 when comparing the nine-month periods ended September 30, 2007 and 2006. Deferred SmartMusic revenue represents the future revenue to be recorded on current subscriptions.

      Gross Profit. Gross profit for the three-month period ended September 30, 2007 increased by $400,000 to $3,884,000 compared to the three months ended September 30, 2006, and improved by $799,000 to $8,751,000 in the nine months ended September 30, 2007 compared to the same period in 2006. The increase in gross profit dollars for the three and nine months ended September 30, 2007 is due to the increase in revenues. During the three months ended September 30, 2007, we had strong microphone accessory sales which carry a lower gross margin percentage and we incurred higher amortization costs for repertoire and SmartMusic Impact development due to the product being released in April 2007. This increase in microphone sales and amortization caused our gross margin percentage during the three-month period ended September 30, 2007 to decrease to 84% from 87% when compared to the same period last year. Our gross margin percentage for the nine months ended September 30, 2007 decreased to 85% from 86% during the same period last year. We expect amortization related to repertoire and other capitalized development to increase as we continue to add additional methods, repertoire and assignments to SmartMusic.

      Development Expenses. Development expenses increased 12% to $1,012,000 and 15% to $3,017,000 when comparing the three and nine months ended September 30, 2007 and 2006, respectively. Development expenses consist primarily of internal payroll, payments to independent contractors and related expenses for the development and maintenance of our Finale notation, SmartMusic and SmartMusic Impact products as well as SmartMusic repertoire development, business systems and quality assurance. The increase in development expense is due primarily to increased costs related to expanded SmartMusic repertoire development and increased business systems costs in support of SmartMusic Impact. These costs were offset in part by the capitalization of software development expense during the three- and nine-month periods ended September 30, 2007. This software development expense related to the SmartMusic Impact product released in April of this year. We released 186 new SmartMusic band titles with assignments in the third quarter of 2007 bringing the total to 396 and anticipate continued releases in the

future. Total capitalized repertoire development costs for the nine months ended September 30, 2007 were $391,000 compared to $172,000 during the comparable period in 2006. Total capitalized software development costs were $119,000 for the nine months ending September 30, 2007 and $217,000 for the comparable period in 2006. We anticipate increased development costs as we continue to expand the methods, repertoire and assignments included in SmartMusic.

      Sales and Marketing Expenses. Sales and marketing expenses primarily consist of marketing, advertising and promotion expenses, business development and customer service activities and payroll. Sales and marketing expenses remained relatively constant at $1,054,000 and decreased 2% to $3,014,000 in the three and nine months ended September 30, 2007, respectively when compared to the same periods last year. The nine-month decrease in expenses is primarily due to the timing of product promotions and collateral when compared to the previous year partially offset by increased customer support costs as a result of our expanded subscription base. We anticipate sales and marketing expenses to increase due to the promotion of SmartMusic 10.0 and SmartMusic Impact, implementation of our site subscription process and increases in our direct sales staff to focus on district sales. Additionally, we expect marketing expenses to increase as we promote our July 2, 2007 release of Finale 2008 and October 9, 2007 release of PrintMusic 2008.

      General and Administrative Expenses. General and administrative expenses consist primarily of payroll and related expenses for executive and administrative personnel, professional services, facility costs, bad debt and other general corporate expenses. General and administrative expenses increased 13% to $815,000 and increased 6% to $2,642,000 in the three and nine months ended September 30, 2007, respectively, when compared to the same periods last year. General and administrative costs increased during the third quarter when compared to the same period last year primarily as a result of an increase in consulting expenses for our Sarbanes Oxley 404 implementation and legal expenses relating to our Form S-3 registration statement. Costs increased during the first nine months of 2007 when compared to the same period of 2006 as a result of consulting expenses for our Sarbanes Oxley 404 implementation and our assessment of tax positions due to the adoption of FIN48 and legal expenses relating to our Form S-3 registration statement, partially offset by a reduction in bad debt.

      Net Income (Loss) from Operations . Net income from operations improved to $1,003,000 for the three months ended September 30, 2007 compared to a net income from operations of $813,000 in the three months ended September 30, 2006. Net income from operations improved to $78,000 in the nine months ended September 30, 2007 compared to a loss of $256,000 in the nine months ended September 30, 2006. The improvement in operating performance during the three and nine months ended September 30, 2007 was due mainly to increased sales of both our Finale and SmartMusic products when compared to the same periods last year.

      Net Income (Loss) . Net income in the third quarter of 2007 increased to $1,030,000, or $0.25 per basic and $0.22 per diluted share, compared to net income of $843,000, or $0.22 per basic and $0.19 per diluted share, in the third quarter of 2006. Net income in the first nine months of 2007 increased to $161,000, or $0.04 per basic and $0.04 per diluted share, compared to a loss of $181,000, or $0.05 per basic and diluted share, in the first nine months of 2006. The increase in net income during the third quarter was due mainly to the same factors noted above in “Net Income (Loss) from Operations”.

Liquidity and Capital Resources

     Our primary liquidity and capital requirements have been for development expenses for maintenance and expansion of our products, as well as expenses and investments related to our general business needs. Our main sources of liquidity and capital have been cash from operations and cash from financing activities.

     Net cash provided by operating activities was $1,101,000 for the nine-month period ended September 30, 2007, compared to $306,000 of cash provided by operating activities in the nine-month period ended September 30, 2006. The improvements in cash provided by operations for the first nine months of 2007 compared to the same period in 2006 are primarily a result of the improvement in year-to-date net income and an increase in SmartMusic subscriptions which increases deferred revenue. Also contributing to the improvements in cash provided by operations are increased cash collections, which reduced accounts receivable balances.

     Net cash used in investing activities was $682,000 for the nine-month period ended September 30, 2007 and $852,000 for the nine-month period ended September 30, 2006. Purchases of property and equipment were $170,000 lower for the first nine months of 2007 primarily due to implementation of a new accounting system in the same

period of 2006. Capitalized development costs in support of SmartMusic Impact and repertoire development were $121,000 higher during the nine-month period ending September 30, 2007 when compared to the same period in 2006.

     Net cash provided from financing activities was $545,000 for the nine-month period ended September 30, 2007 compared to $118,000 of cash provided in the nine-month period ended September 30, 2006. This increase is due to stock options and warrants exercised during the nine-month period ended September 30, 2007.

     Cash as of September 30, 2007 was $4,094,000 compared to $2,524,000 as of September 30, 2006. We have significantly improved our operating cash flow over the last few years. With the increase in revenue and higher gross margin dollars in the first nine months of 2007, we have been able to improve our operating cash flow over comparable periods of 2006.

     Our quarterly revenues and operating cash flows are typically seasonal, with the first and second quarters being historically lower than the third and fourth quarters. This cyclical nature is primarily due to timing of the upgrade releases of Finale (which typically occur in the third quarter) and school budget and purchasing cycles.

     If we do not meet our anticipated future revenue levels, management is committed to taking actions necessary to ensure the conservation of adequate cash to continue to finance our operations. If expense reductions do not offset a decrease in revenue, we may have to seek additional debt or equity financing. However, management believes that we currently have sufficient cash to finance operations for the foreseeable future.

Item 3. Controls and Procedures.

(a) Evaluation of disclosure controls and procedures . Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covering this report. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission’s rules and forms and that our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

(b) Changes in internal controls . There were no changes in our internal controls over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Forward Looking and Cautionary Statements

The preceding discussion and analysis should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this report and the audited consolidated financial statements and notes thereto and Management’s Discussion and Analysis or Plan of Operation contained in our annual report on Form 10-KSB for the fiscal year ended December 31, 2006. Management’s Discussion and Analysis may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements provide current expectations or forecasts of future events and can be identified by the use of terminology such as “believe,” “estimate,” “expect,” “intend,” “may,” “could,” “will,” “anticipate,” and similar words or expressions. The forward-looking statements in this report generally relate to our intent to achieve significant and continued growth in the music education software industry; our expectations relating to SmartMusic 10.0, including expansion of the repertoire for that product and its ability to facilitate the transfer of assignments from teachers to students; our intent to increase our investment in repertoire development for SmartMusic 10.0; our intent to expand our sales and marketing initiative and expectation that expenses related thereto will increase; our anticipated expansion into new geographic markets; our anticipated launch of new products; our belief that cash flows will remain sufficient to finance operations; and our expectation to conserve adequate cash or seek additional debt or equity financing if cash flows do become insufficient to finance our operations. Forward-looking statements cannot be guaranteed and actual results may vary materially due to the uncertainties and risks, known and unknown, associated with such statements. MakeMusic cautions investors that many important factors have affected, and in the future could affect our actual results of operations and cause such results to differ materially from those anticipated in forward-looking statements made in this release and elsewhere by MakeMusic or on its behalf. These factors include, but are not limited to: our possible need for and ability to obtain additional capital; the market acceptance of Finale, SmartMusic, SmartMusic Impact and other products; our ability to successfully identify, establish and maintain new strategic relationships that will allow us to enter new geographic markets; the success of our sales and marketing initiatives; our dependence upon new product development efforts, including repertoire development; our dependence on releasing annual Finale upgrades; the maintenance of strategic relationships; the success of MakeMusic’s SmartMusic subscription business; maintaining license agreements with a limited number of publishers; the limited and fluctuating sales of certain of our products; the intense competition MakeMusic faces; the rapid technological changes and obsolescence in software industry; MakeMusic’s dependence on key personnel and the proprietary nature of our technology; other general business and economic conditions; and those risks described from time to time in MakeMusic’s reports to the Securities and Exchange Commission (including its Annual Report on Form 10-KSB). It is not possible to foresee or identify all factors that could cause actual results to differ from expected or historic results. As such, investors should not consider any list of such factors to be an exhaustive statement of all of the risks, uncertainties or potentially inaccurate assumptions that investors should take into account when making investment decisions. Shareholders and other readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date on which they are made. MakeMusic undertakes no obligation to update publicly or revise any forward-looking statements.

PART II. OTHER INFORMATION

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: November 9, 2007		MAKEMUSIC, INC.
		By:		/s/ John W. Paulson
		John W. Paulson, Chief Executive Officer
		(Principal Executive Officer)
		And:		/s/ Karen L. VanDerBosch
		Karen L.VanDerBosch, Chief Financial Officer
		(Chief Financial Officer)

EXHIBIT INDEX

*Filed herewith.

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