UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
--- OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1999
OR
--- TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 0-511
COBRA ELECTRONICS CORPORATION
(Exact name of Registrant as specified in its Charter)
DELAWARE 36-2479991
(State of incorporation) (I.R.S. Employer Identification No.)
6500 WEST CORTLAND STREET
CHICAGO, ILLINOIS 60707
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(773) 889-8870
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, Par Value $.33 1/3 Per Share
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the Registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO
----- -----
Number of shares of Common Stock of Registrant outstanding at November 8,
1999: 5,987,966
<PAGE>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Cobra Electronics Corporation and Subsidiaries
Condensed Consolidated Statements of Income
(in thousands, except per share amounts)
<TABLE>
For the Three For the Nine
Months Ended Months Ended
(Unaudited) (Unaudited)
-------------------- --------------------
<S> <C> <C>
Sept 30, Sept 30, Sept 30, Sept 30,
1999 1998 1999 1998
-------- -------- -------- --------
Net sales............$ 34,346 $ 26,223 $ 80,433 $ 69,835
Cost of sales........ 26,082 19,720 60,591 53,617
-------- -------- -------- -------
Gross profit....... 8,264 6,503 19,842 16,218
Selling, general and
administrative
expense............ 6,362 5,300 16,282 13,133
-------- -------- -------- -------
Operating income.... 1,902 1,203 3,560 3,085
Other income(expense):
Interest expense... (197) (296) (697) (815)
Other, net......... (378) (229) (201) (91)
-------- -------- -------- -------
Income before
taxes.............. 1,327 678 2,662 2,179
Provision
for income taxes... 442 --- 907 ---
-------- --------- --------- --------
Net income...........$ 885 $ 678 $ 1,755 $ 2,179
======== ========= ========= ========
Net income per common share:
-Basic....... 0.15 $ 0.11 $ 0.29 $ 0.35
-Diluted..... 0.15 0.11 0.28 0.33
======== ======== ======== ========
Weighted average
shares outstanding
-Basic....... 5,981 6,210 6,025 6,219
-Diluted..... 6,077 6,383 6,162 6,520
======== ======== ======== ========
Cash dividends....... None None None None
======== ======== ======== ========
</TABLE>
See notes to condensed consolidated financial statements.
<PAGE>
Cobra Electronics Corporation and Subsidiaries
Condensed Consolidated Balance Sheets
(dollars in thousands)
<TABLE>
As of As of
Sept 30, December 31,
1999 1998
(Unaudited)
------------- ------------
<S> <C> <C>
ASSETS:
Current assets:
Cash.......................$ 732 $ 100
Receivables, less allowance
for doubtful accounts of
$945 at Sept 30, 1999,
and $985 at December 31,
1998...................... 25,107 27,055
Inventories, primarily
finished goods............. 15,302 14,213
Deferred income taxes....... 6,945 6,945
Other current assets........ 1,961 1,747
------------ ------------
Total current assets........ 50,047 50,060
------------ ------------
Property, plant and equipment,
at cost:
Land........................ 330 330
Building and improvements... 3,619 3,614
Tooling and equipment....... 13,596 12,765
------------ ------------
17,545 16,709
Accumulated depreciation.... (12,925) (11,960)
------------- -------------
Net property, plant and
equipment................. 4,620 4,749
------------ ------------
Other assets:
Deferred income taxes...... 4,089 4,089
Cash surrender value of
officers' life insurance
policies.................. 5,036 4,553
Other ..................... 1,101 968
------------ ------------
Total other assets......... 10,226 9,610
------------ ------------
Total assets..................$ 64,893 $ 64,419
============ ============
</TABLE>
See notes to condensed consolidated financial statements.
<PAGE>
Cobra Electronics Corporation and Subsidiaries
Condensed Consolidated Balance Sheets
(dollars in thousands)
<TABLE>
As of As of
Sept 30, December 31,
1999 1998
(Unaudited)
------------ ------------
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS'
EQUITY:
Current liabilities:
Accounts payable............ $ 5,062 $ 3,145
Accrued salaries and
commissions................ 980 844
Accrued advertising and
sales promotion costs...... 1,217 1,804
Accrued product warranty
costs...................... 2,746 2,211
Other accrued liabilities... 2,557 2,283
Short-term debt............. 11,067 14,316
------------ ------------
Total current liabilities... 23,629 24,603
------------ ------------
Deferred compensation....... 2,415 2,320
----------- ------------
Total liabilities............. 26,044 26,923
----------- ------------
Shareholders' equity:
Preferred stock, $1 par
value, shares authorized-
1,000,000; none issued.... --- ---
Common stock, $.33 1/3 par
value,12,000,000 shares
authorized; 7,039,100
issued; 5,975,216
outstanding at Sept
30, 1999 and 6,065,916
outstanding at December 31,
1998...................... 2,345 2,345
Paid-in capital............. 20,644 20,799
Retained earnings........... 22,228 20,472
------------ ------------
45,217 43,616
Treasury stock, at cost..... (6,368) (6,120)
------------ ------------
Total shareholders' equity.. 38,849 37,496
------------ ------------
Total liabilities and share-
holders' equity............. $ 64,893 $ 64,419
============ ============
</TABLE>
See notes to condensed consolidated financial statements
<PAGE>
Cobra Electronics Corporation and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(dollars in thousands)
<TABLE>
For the Nine Months Ended
(Unaudited)
--------------------------------
Sept 30, Sept 30,
1999 1998
-------------- -------------
<S> <C> <C>
Cash flows from operating
activities:
Net income from operations $ 1,755 $ 2,179
Adjustments to reconcile net income
from operations to net
cash used for
operating activities:
Depreciation and amortization 1,281 1,276
Changes in assets and
liabilities:
Receivables................ 1,948 (7,262)
Inventories................ (1,089) (655)
Other current assets....... (256) (0)
Other assets............... (778) (513)
Accounts payable........... 1,917 (1,121)
Deferred compensation...... 95 (71)
Accrued liabilities........ 359 (1,856)
-------- ---------
Net cash provided by (used for)
operating activities......... 5,232 (8,023)
--------- ---------
Cash flows from investing activities:
Capital expenditures........... (948) (1,604)
--------- ---------
Net cash used for investing
activities................... (948) (1,604)
--------- ---------
Cash flows from financing activities:
Net borrowings (repayments) under
the line-of credit agreement. (3,249) 8,778
Transactions related to stock
repurchase ................... (535) (615)
Transactions related to exercise
of options, net.............. 132 75
--------- ---------
Net cash provided by (used for)
financing activities......... (3,652) 8,238
-------- ---------
Net increase (decrease) in cash.. 632 (1,389)
Cash at beginning of period...... 100 1,815
-------- ---------
Cash at end of period............ 732 $ 426
======== =========
Supplemental disclosure of cash flow information
Cash paid during the period for:
Interest $ 739 $ 826
Taxes 63 0
</TABLE>
See notes to condensed consolidated financial statements.
<PAGE>
Cobra Electronics Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
The condensed consolidated financial statements included herein have been
prepared by the Company, without audit, pursuant to the rules and regulations
of the Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations, although the Company believes that the
disclosures are adequate to make the information presented not misleading. The
Condensed Consolidated Balance Sheet as of December 31, 1998 has been derived
from the audited consolidated balance sheet as of that date. It is suggested
that these financial statements be read in conjunction with the financial
statements and the notes thereto included in the Company's latest annual
report on Form 10-K. In the opinion of management, the information contained
herein reflects all adjustments necessary to make the results of operations
for the interim periods a fair statement of such operations. All such
adjustments are of a normal recurring nature. The results of operations of
any interim period are not necessarily indicative of the results that may be
expected for a fiscal year.
(1) PURCHASE ORDERS AND COMMITMENTS
At September 30, 1999, the Company had outstanding purchase orders with
suppliers totaling approximately $31.8 million compared to $22.1 million as of
September 30, 1998.
(2) EARNINGS PER SHARE
<TABLE>
For the Three For the Nine
Months Ended Months Ended
(Unaudited) (Unaudited)
-------------------- --------------------
<S> <C> <C > <C> <C>
Sept 30, Sept 30, Sept 30, Sept 30,
1999 1998 1999 1998
-------- -------- -------- --------
Income:
Income available to common
shareholders (thousands).... $ 885 $ 678 $1,755 $2,179
Basic Earnings Per Share:
Weighted-Average shares
outstanding.............. 5,980,738 6,210,015 6,024,990 6,219,368
-------- -------- --------- --------
Basic Earnings Per Share $0.15 $0.11 $0.29 $0.35
======== ======== ========= ========
Diluted Earnings Per Share:
Weighted-Average shares
outstanding 5,980,738 6,210,015 6,024,990 6,219,368
Dilutive Shares issuable
in connection with
Stock option plans 370,250 734,375 691,250 734,375
Less: Shares purchasable
with proceeds (273,722) (561,455) (554,607) (433,473)
---------- --------- --------- --------
Total 6,077,266 6,382,935 6,161,633 6,520,270
========= ========= ========= =========
Diluted Earnings Per Share $0.15 $0.11 $0.28 $0.33
========= ========= ========= =========
</TABLE>
(3) NEW ACCOUNTING PRONOUNCEMENTS
In March 1998, the American Institute of Certified Public Accountants issued
Statement of Position 98-1, "Accounting for the Costs of Computer Software
Developed or Obtained for Internal Use"("SOP 98-1"). SOP 98-1 requires
computer software costs associated with internal use software to be expensed
as incurred unless certain capitalization criteria are met. The effect of this
statement does not have a material impact on the Company's consolidated
financial position, results of operations, or cash flows.
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." SFAS No. 133
establishes accounting and reporting standards for derivative instruments and
for hedging activities. It requires that an entity recognize all derivatives
as either assets or liabilities in the balance sheet and measure these
instruments at fair value. This statement is effective on the first day of the
first fiscal year beginning after June 15, 2000, or January 1, 2001 in the
case of the Company. The Company is in the process of assessing the impact
that adopting SFAS No. 133 will have on its financial position and results of
operations when such statement is adopted.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
ANALYSIS OF RESULTS OF OPERATIONS
Third Quarter 1999 vs. Third Quarter 1998:
- --------------------------------------------
For the third quarter ended September 30, 1999, net income was $885,000, or
$0.15 per diluted share, and included a provision for income taxes that the
Company did not have in the prior year's quarter. This compares to net income
of $678,000, or $0.11 per diluted share, in the third quarter of 1998. If
adjusted for the tax rate used in the current quarter, 1998's third quarter
net income and diluted earnings per share would have been $452,000 and $0.07,
respectively.
Sales for the third quarter of 1999 increased $8.1 million, or 31%, to $34.3
million from $26.2 million for the same period a year ago. The increase was
due to strong sales of MicroTalk Family Radio Service (FRS) two-way radios,
introduced in the third quarter of 1998, and higher sales of 6 Band radar
detectors as a result of increased placement. Partially offsetting these
increases were lower sales of Hand Held CB radios, because of the growing
popularity of FRS radios.
Gross margin for the third quarter of 1999 decreased to 24.1% from 24.8% in
the prior year's quarter. The decrease in margin was due primarily to the use
of more expensive air freight to meet the demand for the Company's new line of
Nightwatch CB radios.
Selling, general and administrative expenses increased $1.1 million in the
third quarter of 1999 from the same period a year ago, and as a percentage of
net sales, decreased to 18.5% compared to 20.2% for the third quarter of 1998.
The increase was due to higher selling costs because of the increase in sales
volume.
Interest expense for the current quarter decreased $99,000 compared to the
prior year's third quarter due to lower average debt levels, driven by lower
inventory levels, and borrowings under a more favorable LIBOR interest rate
option.
Other expense for the third quarter of 1999 was $378,000 compared to other
expense of $229,000 in the prior year. A payment for a patent license
agreement was the reason for the increase.
For the third quarter of 1999, the Company had a provision for income taxes of
$442,000 compared to no tax provision for the prior year's quarter. This is
because in the fourth quarter of 1998, the Company reversed it valuation
allowance that had substantially offset all of the Company's net deferred tax
asset. Accordingly, tax expense can no longer be offset against the valuation
allowance.
Nine Months 1999 vs. Nine Months 1998
- -------------------------------------
For the nine months ended September 30, 1999, the Company's net income was
$1.8 million or $0.28 per diluted share, and included a provision for income
taxes that the Company did not have in the prior year's quarter. This compares
to net income of $2.2 million, or $0.33 per diluted share, for the first nine
months of 1998. If adjusted for the tax rate used in the current period,
1998's first nine months net income and diluted earnings per share would have
been $1.4 million and $0.22, respectively.
Sales for the nine months ended September 30, 1999 increased $10.6 million, or
15.2%, to $80.4 million from $69.8 million for the nine months ended September
30, 1998. The increase was due to strong sales of MicroTalk Family Radio
Service (FRS) two-way radios, introduced in the third quarter of 1998, and
higher sales of 6 Band radar detectors, introduced in March 1998. Partially
offsetting these increases were lower sales of 25-channel cordless phones as
the Company exited the 25-channel telephone business during 1998, and a
decrease in sales of radar detectors to Russia, because of that country's
economic problems. Excluding the drop in the international sales business,
domestic sales increased $14 million or 22.1% from the prior year's period.
Gross margin increased to 24.7% for the nine months ended September 30, 1999
from 23.2% in the prior year period. The increase reflected a more favorable
sales mix of higher margin FRS radios, which have replaced lower margin
25-channel products.
Selling, general and administrative expenses increased $3.1 million for the
first nine months of 1999 from the same period a year ago, and, as a
percentage of net sales, increased to 20.2% from 18.8%. These expenses
increased mainly because the Company has continued to invest heavily in new
product development, retail account expansion and distribution channel gains.
Also contributing to the increase was the fact that, because selling expenses
associated with international sales are substantially lower in comparison to
domestic selling expenses, selling expenses did not drop proportionately as
international sales declined. Lastly, there was a one-time charge of $230,000
in the first quarter of 1999 for due diligence expenses incurred for the
terminated Beltronics acquisition.
Interest expense for the period decreased $118,000 compared to the prior year
due to lower average debt levels, driven by lower inventory levels, and more
borrowings under a more favorable LIBOR interest rate option.
For the first nine months of 1999, the Company had a provision for income
taxes of $907,000 compared to no tax provision for the prior year's quarter.
This is because in the fourth quarter of 1998, the Company reversed it
valuation allowance that had substantially offset all of the Company's net
deferred tax asset. Accordingly, tax expense can no longer be offset against
the valuation allowance.
LIQUIDITY AND CAPITAL RESOURCES
Operating activities provided cash of $5.2 million during the nine months
ended September 30, 1999. The decrease in receivables reflected heavy cash
collections related in part to the high volume of 1998 fourth quarter sales.
Inventories increased due to purchases in anticipation of a strong holiday
selling season. Other assets increased primarily because of an increase in the
cash surrender value of officer's life insurance. Accounts payable increased
due to an increase in letters of credit presented but not yet paid for
inventory placed in transit by the Company's vendors. Higher warranty
reserves due to higher third quarter sales volume were mainly responsible for
the increase in accrued liabilities. Debt decreased $3.2 million during the
first nine months of 1999. At September 30, 1999, the Company had
approximately $10.5 million of unused credit line.
In late August 1998, the Company's board of directors authorized a program to
repurchase up to $1 million of the Company's common shares. On May 17, 1999,
the Company announced that a second repurchase program had been approved to
acquire up to another $1 million of common stock. During the first nine months
of 1999, the Company spent $535,000 to repurchase 139,700 of its common
shares. To date, under both programs, the Company has repurchased 319,200 of
its common shares at a total cost of approximately $1.2 million.
YEAR 2000
The Company initiated the process of preparing its computer systems and
applications for the Year 2000 in 1998. This process primarily involved two
parts: replacing certain Company hardware and modifying software maintained by
the Company, as well as inquiring into the Year 2000 compliance of the
Company's major customers and vendors. In February 1999, the replacement of
hardware and software modifications were completed by an outside consulting
firm. The Company has tested the hardware and modified software for Year 2000
compliance. Although the Company believes its hardware and software are Year
2000 compliant, it intends to continue testing during 1999. The Company has
also queried all major customers and vendors as to their preparedness. The
responses received to date indicate that the Company's major customers and
vendors are or will be Year 2000 compliant by year end.
The failure to correct a Year 2000 problem could interrupt, or result in a
failure of, normal business operations and consequently materially affect the
Company's financial position or results of operations. While the Company
believes its own hardware and software are Year 2000 compliant, the Year 2000
readiness of the Company's customers and vendors is inherently uncertain and
beyond the Company's control. Accordingly, the Company cannot determine at
this time whether the consequences of Year 2000 interruptions or failures will
materially affect the Company's financial position or results of operations.
The Company has not developed formal contingency plans to date. However, the
Company has a network of suppliers and the Company does not enter into
long-term supply contracts. The Company believes that, if necessary, other
suppliers could be found. As stated above, customer responses to Company
inquiries indicate that the Company's major customers are or will be Year 2000
compliant by year-end. In the event a major customer is not Year 2000
compliant, the Company believes that such non-compliance is unlikely to
materially affect the Company's financial condition or results of operations.
Item 3 Qualitative and Quantitative Disclosures About Market Risk
The Company is subject to market risk associated principally with changes in
interest rates. Interest rate exposure is principally limited to the Company's
$11 million of debt outstanding at September 30, 1999. The debt is priced at
interest rates that float with the market, which therefore minimizes interest
rate exposure. A 50 basis point movement in the interest rate on the floating
rate debt would result in an approximately $55,000 increase or decrease in
interest expense and cash flows. The Company does not use derivative financial
or commodity instruments for trading or other purposes.
The Company's suppliers are located in foreign countries, principally in the
Far East, and the Company made approximately 3.7% of its sales outside the
United States in the first nine months of 1999. The Company minimizes its
foreign currency exchange rate risk by conducting substantially all of its
transactions in US dollars.
PART II
OTHER INFORMATION
Items 1, 2, 3, and 4 Not Applicable
- -------------------------------------
Item 5. Other Information
- -----------------------------------------------------------
The Company's 2000 Annual Meeting of Shareholders is expected to be held
on May 9, 2000. Pursuant to rules of the Securities and Exchange Commission
("SEC"), in order to be considered for inclusion in the Company's 2000 Proxy
Statement, a shareholder proposal must be received by the Company no later
then December 16, 1999. In addition, regardless of whether a shareholder
proposal is set forth in the Company's 2000 Proxy Statement as a matter to be
considered by shareholders, the Company's Bylaws establish an advance notice
procedure for shareholder proposals to be brought before the annual meeting of
shareholders, including proposed nominations of persons for election to the
Board of Directors. Shareholders at the 2000 Annual Meeting may consider a
proposal or nomination brought by a shareholder of record on the record date
to be established for the 2000 Annual Meeting and who has given the Company
timely written notice, in proper form, of the shareholder's proposal and
nomination. A shareholder proposal or nomination intended to be brought before
the 2000 Annual Meeting must be received by the Company on or after January
31, 2000 and on or prior to February 24, 2000. If a timely and proper
shareholder proposal is received by the Company, the proposal is not set forth
and described in the 2000 Proxy Statement, and the proposal is properly
presented at the 2000 Annual Meeting, the Company may exercise discretionary
authority when voting on the proposal if in the 2000 Proxy Statement the
Company advises shareholders on the nature of the proposal and how the Company
intends to vote on the proposal, unless the shareholder satisfies certain SEC
requirements, including mailing a separate proxy statement to the Company's
shareholders. All proposals and nominations should be directed to Gerald M.
Laures, the Company's Secretary, 6500 West Cortland Street, Chicago, Illinois
60707.
Item 6. Exhibits and Reports on Form 8-K
- -----------------------------------------
a) Exhibits:
Exhibit No. Description
----------- ---------------------------------------
27 Financial data schedule required under
Article 5 of Regulation S-X
b) During the quarter, the Company filed no Current Reports on Form 8-K.
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.
COBRA ELECTRONICS CORPORATION
By
------------------------
Gerald M. Laures
Vice President - Finance,
and Corporate Secretary
(Authorized Officer and
Principal Financial Officer)
Dated: November 12, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> SEP-30-1999
<CASH> 732
<SECURITIES> 0
<RECEIVABLES> 25,107
<ALLOWANCES> 945
<INVENTORY> 15,302
<CURRENT-ASSETS> 50,047
<PP&E> 17,545
<DEPRECIATION> 12,925
<TOTAL-ASSETS> 64,893
<CURRENT-LIABILITIES> 23,629
<BONDS> 0
<COMMON> 2,346
0
0
<OTHER-SE> 20,643
<TOTAL-LIABILITY-AND-EQUITY> 64,893
<SALES> 34,346
<TOTAL-REVENUES> 34,346
<CGS> 26,082
<TOTAL-COSTS> 26,082
<OTHER-EXPENSES> 6,740
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 197
<INCOME-PRETAX> 1,327
<INCOME-TAX> 442
<INCOME-CONTINUING> 885
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 885
<EPS-BASIC> 0.15
<EPS-DILUTED> 0.15
</TABLE>
