<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the period ended June 30, 1999
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Transition Period from to
Commission file number 0-3035
COGNITRONICS CORPORATION
(Exact name of registrant as specified in its charter)
NEW YORK 13-1953544
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3 Corporate Drive, Danbury, Connecticut 06810-4130
(Address of principal executive offices) (Zip Code)
(203) 830-3400
Registrant's telephone number, including area code
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, and (2) has been subject to such filing requirements
for at least the past 90 days. Yes x No
Indicate the number of shares outstanding of each of
the issuer's classes of common stock, as of June 30, 1999.
Common Stock, par value $0.20 per share -- 5,544,880 shares
(adjusted to reflect the 3-for-2 stock split in the form of a 50% stock
dividend declared July 19, 1999 to be distributed August 20, 1999 to
shareholders of record on July 30, 1999)
<PAGE> 2
Part I, Item 1.
COGNITRONICS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
June 30, December 31,
1999 1998
-------- ------------
(UNAUDITED)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 4,808 $ 6,991
Marketable securities 8,200 4,400
Accounts receivable, net 5,853 4,972
Inventories 4,907 5,012
Deferred income taxes 861 858
Other current assets 662 766
------- -------
TOTAL CURRENT ASSETS 25,291 22,999
PROPERTY, PLANT AND EQUIPMENT, NET 1,288 1,334
GOODWILL, NET 1,150 1,316
DEFERRED INCOME TAXES 829 809
OTHER ASSETS 560 622
------- -------
$29,118 $27,080
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 1,771 $ 1,603
Accrued compensation and benefits 1,117 1,066
Income taxes payable 892 974
Current maturities of debt 71 112
Other accrued expenses 703 963
------- -------
TOTAL CURRENT LIABILITIES 4,554 4,718
LONG-TERM DEBT 104 140
OTHER NON-CURRENT LIABILITIES 2,178 2,189
STOCKHOLDERS' EQUITY
Common Stock, par value $.20 a
share, authorized 10,000,000
shares; issued 5,620,090
and 5,598,034 shares 1,124 1,120
Additional paid-in capital 13,771 13,628
Retained earnings 8,154 5,359
Cumulative other comprehensive income 38 166
Unearned compensation (387) (239)
------- -------
22,700 20,034
Less cost of 75,210 and
150 common shares in treasury (418) (1)
------- -------
TOTAL STOCKHOLDERS' EQUITY 22,282 20,033
------- -------
$29,118 $27,080
======= =======
See Note to Condensed Consolidated Financial Statements.
<PAGE> 3
COGNITRONICS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND
COMPREHENSIVE INCOME (UNAUDITED)
(dollars in thousands, except per share amounts)
Three Months Ended Six Months Ended
June 30, June 30,
------------------ ----------------
1999 1998 1999 1998
---- ---- ---- ----
NET SALES $8,334 $7,069 $16,138 $14,609
COST AND EXPENSES:
Cost of products sold 3,596 3,114 6,999 6,443
Research and development 540 457 1,093 929
Selling, general and
administrative 1,822 1,594 3,620 3,337
Amortization of goodwill 83 84 166 167
Other (income), net (101) (87) (183) (122)
------ ------ ------- -------
5,940 5,162 11,695 10,754
------ ------ ------- -------
Income before income taxes 2,394 1,907 4,443 3,855
PROVISION FOR INCOME TAXES 882 718 1,648 1,470
------ ------ ------- -------
NET INCOME 1,512 1,189 2,795 2,385
Currency translation
adjustment (30) (128) 96
------ ------ ------- -------
COMPREHENSIVE INCOME $1,482 $1,189 $ 2,667 $ 2,481
====== ====== ======= =======
NET INCOME PER SHARE:
Basic $.27 $.21 $.50 $.43
==== ==== ==== ====
Diluted $.25 $.20 $.47 $.40
==== ==== ==== ====
Weighted average number
of outstanding shares:
Basic 5,518,663 5,531,414 5,538,141 5,530,017
========= ========= ========= =========
Diluted 6,018,690 6,013,500 5,961,337 6,023,501
========= ========= ========= =========
See Note to Condensed Consolidated Financial Statements.
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COGNITRONICS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(dollars in thousands)
Six Months Ended
June 30
----------------
1999 1998
---- ----
NET CASH PROVIDED BY OPERATIONS $2,388 $1,222
------ ------
INVESTING ACTIVITIES
Purchases of marketable securities (5,800) (2,800)
Sales of marketable securities 2,000 2,500
Additions to property, plant and
equipment, net (180) (293)
------ ------
NET CASH USED BY INVESTING
ACTIVITIES (3,980) (593)
------ ------
FINANCING ACTIVITIES
Repurchase of 105,750 shares
for treasury (588)
Payment of debt (77) (123)
Issuance of debt 196
Shares issued pursuant to employee
stock plans, 31,746 and 7,127 shares 133 84
------- ------
NET CASH (USED) PROVIDED BY
FINANCING ACTIVITIES (532) 157
------- ------
EFFECT OF EXCHANGE RATE DIFFERENCES (59) 43
------- ------
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS (2,183) 829
CASH AND CASH EQUIVALENTS- BEGINNING
OF PERIOD 6,991 4,188
------ ------
CASH AND CASH EQUIVALENTS - END OF PERIOD $4,808 $5,017
====== ======
INCOME TAXES PAID $1,549 $ 893
====== ======
INTEREST EXPENSE PAID $ 15 $ 32
====== ======
See Note to Condensed Consolidated Financial Statements.
<PAGE> 5
NOTE TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
June 30, 1999
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and the instructions to Form 10-Q and Article 10
of Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the three-month and
six-month periods ended June 30, 1999 are not necessarily indicative of the
results that may be expected for the year ending December 31, 1999. The
balance sheet at December 31, 1998 has been derived from the audited financial
statements at that date. For further information, refer to the consolidated
financial statements and footnotes thereto and the quarterly financial data
included in the Company's Annual Report on Form 10-K for the year ended
December 31, 1998.
Certain prior year amounts have been reclassified for comparative purposes.
Stock Split
On July 19, 1999, the Company announced a 3-for-2 stock split in the form of a
50% stock dividend to be distributed August 20, 1999 to shareholders of record
at the close of business as of July 30, 1999. All share and per share amounts
have been restated retroactively to give effect of the stock split. The par
value of the additional shares of common stock issued in connection with the
stock split was credited to common stock and charged to retained earnings.
Inventories (in thousands):
- --------------------------
June 30, December 31,
1999 1998
-------- ------------
Finished and in process $3,595 $3,998
Materials and purchased parts 1,312 1,014
------ ------
$4,907 $5,012
====== ======
Other Non-Current Liabilities (in thousands):
- --------------------------------------------
June 30, December 31,
1999 1998
-------- ------------
Accrued supplemental pension plan $ 613 $ 630
Accrued deferred compensation 311 316
Accrued pension expense 647 647
Accrued other post-retirement
benefit 790 778
------ ------
2,361 2,371
Less current portion 183 182
------ ------
$2,178 $2,189
====== ======
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Income Per Share:
- ----------------
In computing basic earnings per share, the dilutive effect of stock options
and warrants are excluded; whereas, for dilutive earnings per share, they are
included.
Operations by Industry Segments and Geographic Areas:
- ----------------------------------------------------
Three Months Ended Six Months Ended
June 30, June 30,
------------------ ----------------
1999 1998 1999 1998
---- ---- ---- ----
Net Sales
United States:
Unaffiliated Customers
(North America) $6,623 $4,993 $12,361 $10,071
Intercompany transfers 46 4 129 44
------ ------ ------- -------
6,669 4,997 12,490 10,115
Europe 1,711 2,076 3,777 4,538
Intercompany eliminations (46) (4) (129) (44)
------ ------ ------- -------
$8,334 $7,069 $16,138 $14,609
====== ====== ======= =======
Operating Profit
United States $2,664 $1,883 $ 4,834 $ 3,694
Europe (22) 208 177 671
Intercompany eliminations 34 (45) (7)
------ ------ ------- -------
2,642 2,125 4,966 4,358
General Corporate Expense 349 305 706 625
Other (income), net (101) (87) (183) (122)
====== ====== ======= =======
Income before income taxes $2,394 $1,907 $ 4,443 $ 3,855
====== ====== ======= =======
Total Assets
United States $24,608 $17,991
Europe 4,591 6,726
Intercompany eliminations (81) (48)
======= =======
$29,118 $24,669
======= =======
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
- ---------------------
Net income was $1,512,000 and $2,795,000, respectively, for the three and
six-month periods ended June 30, 1999 versus $1,189,000 and $2,385,000,
respectively, in the prior year periods.
Consolidated sales for the quarter and the six months ended June 30, 1999
increased $1.3 million (18%) to $8.3 million and $1.5 million (10%) to $16.1
million, respectively, due to sales increases by domestic operations of $1.6
<PAGE> 7
million and $2.3 million, respectively, offset, in part, by lower sales volume
by the UK distributorship operations. The domestic sales increase for both
periods were due to increases in both direct and indirect channels. Sales in
the direct channel had increases of $.9 million and $.6 million, respectively,
and indirect sales increased $.8 million and $1.7 million, respectively. The
increase in indirect sales in the quarter ended June 30, 1999 from the prior
year period was due to increased sales of $1.1 million, $.9 million and
$.7 million to three distributors, offset, in part, by a sales decrease of
$1.9 million to another distributor. For the six months ended June 30, 1999,
indirect sales increased due to increased volume of $2.1 million, $1.3 and
$.7 million to three distributors, offset, in part, by a decrease in volume of
$2.4 million to another distributor. The decrease in sales of the Company's
UK distributorship operations are due to lower volume and effect of foreign
exchange rates.
Gross margin percentage was 57% for both 1999 periods vs. 56% in 1998. The
improvement is due to a higher proportion of sales attributable to the US
operations, offset, in part, by the adverse impact of foreign exchange rates
on the UK distributorship operations.
Research and development expenses increased $83,000 (18%) and $164,000 (18%)
in the three and six-month periods ended June 30, 1999 primarily due to higher
personnel expenses.
Selling, general and administrative expenses increased $228,000 (14%) and
$283,000 (8%), respectively, for the three-month and six-month periods when
compared to the comparable periods of the prior year primarily due to
personnel costs (commissions and bonuses) in the domestic operations.
Other (income) expense increased due to interest earned on higher available
cash balances and marketable securities.
The Company's effective tax rate for the 1999 periods was 37% versus 38% for
1998. This reduction is primarily attributable to an increase in tax exempt
interest income. Under Statement of Financial Accounting Standards No. 109,
the Company has recognized future tax benefits that management believes will
be realized. In order to realize this benefit, the Company, exclusive of the
results of Dacon Electronics Plc, will have to generate pretax income of $4.6
million. The current deferred tax benefit of $.9 million is primarily
attributable to inventory provisions and the recognition of such expense, for
tax purposes, is, in large measure, within the control of the Company and the
provision for the class action settlement which should reverse this year. The
non-current tax benefit, $.8 million, primarily relates to deferred
compensation and benefit plans and, as such, would be recognized over a long
period of time. The Company's U.S. pretax income was $4.3 million for the six
months ended June 30, 1999 and $6.0 million, $5.3 million and $.8 million for
the years ended December 31, 1998, 1997 and 1996, respectively. Based on
this, management anticipates that the Company will generate sufficient taxable
income in the future to realize these benefits.
Liquidity and Sources of Capital
Net cash flow from operations for the six months ended June 30, 1999 was $2.4
million versus $1.2 million in 1998. In 1998, cash flow from operations was
adversely impacted by net increases in non-cash working capital accounts
including a $.8 million payment to an escrow fund related to the settlement of
class action litigation. The increase in cash used for investing activities
<PAGE> 8
in 1999 ($4.0 million) versus 1998 ($.6 million) reflects the net increase in
marketable securities. The net cash used for financing activities in 1999
primarily reflects the repurchase of shares for treasury.
Working capital and the ratio of current assets to current liabilities
increased to $20.7 million and 5.6:1 at June 30, 1999 compared to $18.3
million and 4.9:1 at December 31, 1998. The improvement in 1999 is mainly due
to the Company's results of operations for the six months ended June 30, 1999.
During the remainder of 1999, the Company may repurchase up to an additional
129,500 shares of its common stock and anticipates purchasing $.5 million of
equipment and incurring increased research and development expenditures.
Management believes that its cash and cash equivalents, marketable securities
and the cash flow from operations in 1999 will be sufficient to meet these
needs.
Impact of Year 2000
The Company is currently performing tests to verify that its new/modified
internal systems are Year 2000 compliant. It is anticipated that these tests
will be completed in the third quarter of 1999.
The Company currently has no contingency plans in place in the event that it
does not complete all phases of its Year 2000 program. The Company is
continuously evaluating the status of its programs and those of its critical
suppliers to determine whether such plans are necessary. If such plans are
necessary, they would consist of manual and computer work- arounds and
increased inventory levels.
No assurance can be given that unforeseen circumstances will not arise during
the verification testing of the Company's systems that would adversely affect
the Company's Year 2000 compliance. Furthermore, the Year 2000 compliance
status of critical third party suppliers/vendors, which could adversely impact
the Company cannot fully be known. In addition, disruption to the economy
generally resulting from Year 2000 issues could also adversely affect the
Company. As a result, the Company cannot estimate the adverse impact, if any,
that could arise due to Year 2000 issues not being remediated.
Certain Factors That May Affect Future Results
From time to time, information provided by the Company, statements made by its
employees or information included in its filings with the Securities and
Exchange Commission (including this Form 10-Q) may contain statements which
are not historical facts, so-called "forward-looking statements". These
forward-looking statements are made pursuant to the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995. The Company's actual
future results may differ significantly from those stated in any
forward-looking statements. Forward-looking statements involve a number of
risks and uncertainties, including, but not limited to, variability of sales
volume quarter to quarter, product demand, pricing, market acceptance,
litigation, risk of dependence on significant customers, third party suppliers
and intellectual property rights, Year 2000 compliance, risks in product and
technology development and other risk factors detailed in this Quarterly
Report on Form 10-Q and in the Company's other Securities and Exchange
Commission filings.
<PAGE> 9
Item 3. Market Risk
The Company does not use derivative financial instruments. The Company has
Marketable Securities, which are exposed to changes in interest rates. Due to
the term of these securities and/or their variable rate provision, a change in
interest rates would not have a material impact on their value.
Exchange rate fluctuations will impact the results of operations and the net
assets of the Company's UK distributorship operations. At June 30, 1999, the
UK distributorship operations had net assets of $2.4 million. During the six
months ended June 30, 1999, the UK pound depreciated 4.8% versus the US
dollar. The impact of this rate change was reflected in the currency
translation adjustment. The Company does not hedge this foreign currency net
asset exposure.
PART II
Item 4.Submission of Matters to a Vote of Security Holders
(a) The Registrant's Annual Meeting of Stockholders was
held on May 13, 1999.
(c) The following matters were voted upon by stockholders:
Withheld
For or Against Abstain Non-votes
--- ---------- ------- ---------
1. Election of seven
Directors -
Edward S. Davis 3,127,922 159,357 230,888
Brian J. Kelley 3,129,891 157,388 230,888
Jack Meehan 3,128,147 159,132 230,888
William A. Merritt 3,130,897 156,382 230,888
Timothy P. Murphy 3,121,635 165,644 230,888
David H. Shepard 3,092,289 194,990 230,888
Roy A. Strutt 3,130,047 157,232 230,888
2. To approve a proposal
to amend the Company's
1990 Stock Option Plan 2,972,773 302,373 12,133 230,888
3. To approve a proposal
to adopt the Company's
Directors' Stock
Option Plan 3,141,182 129,830 16,267 230,888
4. To approve the selection
of Ernst & Young LLP as
independent auditors 3,267,331 13,322 6,626 230,888
Item 6.Exhibits and reports on Form 8-K
No exhibits or reports were filed during the current quarter.
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SIGNATURE
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.
COGNITRONICS CORPORATION
Registrant
Date: August 16, 1999 By /s/ Garrett Sullivan
Garrett Sullivan, Treasurer
and Chief Financial Officer
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