<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
AND EXCHANGE ACT OF 1934.
For the quarterly 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: 016441
CODE - ALARM, INC.
(Exact name of registrant as specified in its charter)
MICHIGAN
(State or other jurisdiction of
incorporation or organization)
38-2334698
(I.R.S. Employer
Identification No.)
950 EAST WHITCOMB, MADISON HEIGHTS, MICHIGAN 48071
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code): 248-583-9620
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 t o file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
--- ---
The number of shares outstanding of the registrants common stock,
without par value, as of August 13, 1999 is 2,320,861.
<PAGE> 2
INDEX
<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
Part I. - Financial Information
Condensed Consolidated Balance Sheets -
As of June 30, 1999 (Unaudited) and December 31, 1998 3
Condensed Consolidated Statements of Operations (Unaudited) -
Three months ended June 30, 1999 and 1998, and six months 4
ended June 30, 1999 and 1998
Condensed Consolidated Statements of Cash Flows (Unaudited) -
Six months ended June 30, 1999 and 1998 5
Notes to Condensed Consolidated Financial Statements 6
Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
Quantitative and Qualitative Disclosures about Market Risk 10
Part II. - Other Information 11
</TABLE>
2
<PAGE> 3
PART I. - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CODE-ALARM, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
June 30,
1999 December 31,
ASSETS (Unaudited) 1998
- ------ ---------------- ---------------
<S> <C> <C>
Cash $ 67 $ 62
Accounts receivable, less allowance of $615 and $486 as of
June 30, 1999 and December 31, 1998, respectively 4,189 3,793
Inventories 2,321 2,727
Other 309 474
---------------- ----------------
Total current assets 6,886 7,056
Property and equipment, net of accumulated depreciation 1,756 1,908
Other assets, net of amortization:
Goodwill 280 293
Other intangibles 77 105
Financing costs 2,157 2,802
Other 172 187
---------------- ----------------
Total assets $ 11,328 $ 12,351
================ ================
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Accounts payable $ 4,507 $ 4,176
Accrued expenses 1,710 1,775
Current portion of long-term debt 766 451
---------------- ----------------
Total current liabilities 6,983 6,402
Long-term debt 18,973 18,006
Commitments and contingencies (Note 4)
Series A 10% redeemable preferred stock 7,717 7,351
Shareholders' equity (deficit):
Preferred stock
Series B redeemable preferred stock
Common stock 12,213 12,213
Other equity 7,179 7,179
Accumulated deficit (41,737) (38,800)
---------------- ----------------
Total shareholders' equity (deficit) (22,345) (19,408)
---------------- ----------------
Total liabilities and shareholders' equity (deficit) $ 11,328 $ 12,351
================ ================
</TABLE>
See accompanying notes to condensed consolidated financial statements.
3
<PAGE> 4
CODE-ALARM, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS, EXCEPT FOR PER SHARE DATA)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
----------------------------------- ----------------------------
1999 1998 1999 1998
------------------ -------------- ------------ -------------
<S> <C> <C> <C> <C>
Net sales $ 8,578 $ 10,581 $ 16,940 $ 24,407
Cost of sales 5,568 7,109 10,997 15,925
----------------- -------------- ------------ -------------
Gross profit 3,010 3,472 5,943 8,482
Operating expenses:
Sales and marketing 1,971 1,640 3,780 3,476
Engineering 397 422 862 818
General and administrative 1,156 1,219 2,184 2,715
----------------- -------------- ------------ -------------
3,524 3,281 6,826 7,009
----------------- -------------- ------------ -------------
Income (loss) from operations (514) 191 (883) 1,473
Other (income) expense:
Interest expense 473 395 897 712
Amortization of financing costs 407 330 792 566
Other (9) 1,020 (9) 1,099
----------------- -------------- ------------ -------------
871 1,745 1,680 2,377
----------------- -------------- ------------ -------------
Income (loss) before income taxes (1,385) (1,554) (2,563) (904)
Income taxes
----------------- -------------- ------------ -------------
Net income (loss) (1,385) (1,554) (2,563) (904)
Preferred stock dividends 190 175 374 350
----------------- -------------- ------------ -------------
Net income (loss) applicable to common stock $ (1,575) $ (1,729) $ (2,937) $ (1,254)
================= ================ ============= ==============
Basic earnings (loss) per share $ (0.68) $ (0.74) $ (1.27) $ (0.54)
================== =============== ============= ==============
Weighted average common shares outstanding 2,321 2,321 2,321 2,321
================== =============== ============= ==============
Diluted earnings (loss) per share $ (0.68) $ (0.74) $ (1.27) $ (0.54)
================== =============== ============= ==============
Weighted average common and dilutive shares outstanding 2,321 2,321 2,321 2,321
================== =============== ============= ==============
</TABLE>
See accompanying notes to condensed consolidated financial statements.
4
<PAGE> 5
CODE-ALARM, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
Six Months Ended June 30
------------------------------------
1999 1998
---------------- ----------------
<S> <C> <C>
Cash flows from operating activities $ (965) $ (10,448)
Cash flows from investing activities:
Capital expenditures (177) (449)
Cash flows from financing activities:
Issuance of term note 10,000
Net advances (payments) on credit agreements 1,221 1,947
Payments on term notes and capitalized lease obligations 61 (706)
Preferred stock dividends paid (328)
Financing issue costs (135)
---------------- ----------------
Net increase in cash 5 16
Cash, beginning of period 62 36
---------------- ----------------
Cash, end of period $ 67 $ 52
================ ================
Supplemental disclosures of cash flow information:
Cash paid during the six month period for interest $ 885 $ 467
================ ================
</TABLE>
See accompanying notes to condensed consolidated financial statements.
5
<PAGE> 6
CODE-ALARM, INC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. The unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial information and, in the opinion of management, reflect
all adjustments (consisting of normal recurring adjustments) necessary for
a fair presentation for each of the periods presented. The results of
operations for the interim periods are not necessarily indicative of
results to be expected for the fiscal years.
The accompanying condensed consolidated financial statements and related
footnotes have been prepared in accordance with instructions under Rule
10-01 of Regulation S-X and do not contain all information for complete
financial statements. For further information, refer to the consolidated
financial statements and related footnotes for the year ended December 31,
1998 included in the Company's Annual Report on Form 10-K.
On January 1, 1998, the Company adopted Financial Accounting Standards
Board Statement No. 130, "Reporting Comprehensive Income." During the
interim periods presented, the Company had no elements of comprehensive
income, other than net loss. Accordingly, a Statement of Comprehensive
Income has not been provided as comprehensive income (loss) equals net
income (loss) for the interim periods presented.
2. The financial statements include the accounts of the Company and its wholly
owned subsidiaries. All significant intercompany accounts and transactions
have been eliminated.
3. Inventories consist of the following:
<TABLE>
<CAPTION>
June 30, 1999 December 31
(Unaudited) 1998
------------- -----------
(In thousands)
<S> <C> <C>
Raw materials $ 1,825 $ 2,234
Work in process 388 310
Finished goods 108 183
-------------- -----------
$ 2,321 $ 2,727
=============== ============
</TABLE>
4. In 1995, the Company was named as a defendant in an action filed in August
1990 in the United States District Court for Puerto Rico to enforce a
patent infringement default judgment rendered against certain predecessors
in title to assets now owned by the Company which were purchased by the
Company from a bank in Illinois in January 1990. The amount of the judgment
was $19.4 million, which with accumulated interest had reached
approximately $30 million. The Puerto Rico court dismissed the action and
held that any action to collect from the Company and its subsidiary as
successors in interest to the judgment debtor must be raised before the
Illinois court. On March 20, 1997, the case was refiled by the judgment
creditors in Illinois. The bank is providing for up to 50% of the defense
of the Company subject to reservation of rights against the Company. The
Company, through its counsel, filed a Motion to Dismiss, which resulted in
a limitation of the claims the plaintiffs could pursue. After the close of
discovery, the Company filed a Motion for Summary Judgment, on which the
court has not yet ruled. While the Company believes that it has meritorious
defenses to the claims asserted in this lawsuit, the ultimate outcome of
this lawsuit cannot be determined at this time, and the Company is unable
to estimate the range of possible loss, if any.
In March 1999, the Company was named as a defendant in a motion to reopen a
case enforcing terms of a settlement agreement, granting partial summary
judgment. The motion alleged that the plaintiff is entitled to at least
$1.3 million, and asked for a partial judgment in that amount, attorney
fees and costs, and the production of certain documents. The Company
intends to vigorously defend the motion, but there can be no assurance that
the Company will prevail or of the amount of damages to which it may be
subject if it does not prevail.
6
<PAGE> 7
CODE-ALARM, INC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Various other legal actions and claims are pending or could be asserted
against the Company. Litigation is subject to many uncertainties; the
outcome of individual litigation matters is not predictable with assurance,
and it is reasonably possible that some of these matters may be decided
unfavorably to the Company. Based on information currently available and
established reserves, it is the opinion of management that the ultimate
liability, if any, with respect to these matters will not materially affect
the financial position, and the results of operations of the Company.
5. On March 29, 1999, the Company entered into agreements amending the
warrants previously issued by the Company to the holders of its Series A-1
Preferred Stock and senior lender. The agreements provided, among other
things, for a reduction in exercise price of certain of their previously
issued warrants, from a $1.04 and $1.88 to $.52 per share. The Company is
currently reviewing the appropriate valuation and accounting treatment of
the reduction in warrant exercise price. As of June 30, 1999, no amount has
been determined and recorded.
7
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
RESULTS OF OPERATIONS
The Company's sales were down $7.5 million, or 30.6%, to $16.9 million for
the six months ended June 30, 1999, as compared to $24.4 million for the
six months ended June 30, 1998. Sales for the quarter ended June 30, 1999
were down $2 million, or 18.9%, to $8.6 million as compared to $10.6
million for the quarter ended June 30, 1998.
For the six months ended June 30, 1999, consolidated gross profit decreased
$2.5 million, or 29.9%, to $5.9 million as compared to $8.5 million for the
six month period ended June 30, 1998. Gross profit as a percentage of
consolidated net sales increased to 35.1% for the six month period ended
June 30, 1999, from 34.8% for the comparable period in 1998. Gross profit
as a percentage of consolidated net sales for the quarter ended June 30,
1999 increased to 35.1% from 32.8% for the comparable period in 1998.
Reduction in material product costs and reduced warranty expenses
contributed to the gross profit percentage improvement, which was partially
offset by the adverse impact of lower sales volume.
Consolidated operating expenses for the first six months of 1999 decreased
$183,000, or 2.6%, to $6.8 million as compared to $7.0 million for the
first six months of 1998. Consolidating operating expenses for the quarter
ended June 30, 1999, increased $243,000, or 7.4%, over the comparable
period in 1998. Sales and marketing expenses for the six month and three
month periods ended June 30, 1999 reflect costs associated with the
increased direct sales force for the retail and OEM dealer business.
General and administrative expenses decreased for the six month period
ended June 30, 1999 as compared to the prior year due to ongoing cost
reduction efforts.
As a result, the Company reported an operating loss for the six months
ended June 30, 1999, of $883,000 as compared to operating income of
$1,473,000 for the comparable period in 1998, and an operating loss of
$514,000 for the three month period ended June 30, 1999 as compared to
operating income of $191,000 for the comparable period in 1998.
Interest expense increased 26% for the six months ended June 30, 1999, as
compared to the six month period ended June 30, 1998. Interest expense for
the three month period ended June 30, 1999, increased 29.6% over the
comparable period of 1998. The increase during the six month and three
month periods ended June 30, 1999 over the prior year periods was due to
additional borrowings resulting from the $10 million judgement and
settlement in June 1998, and operating losses in 1999.
Other expense for 1998 includes payment by the Company, and related defense
costs, as part of a settlement with a distributor of home security
products, and other defense costs, net of proceeds received by the Company,
relating to patent infringement claims.
As a result of the foregoing, the Company recorded a net loss for the six
months ended June 30, 1999, of $2,563,000, compared to a net loss of
$904,000 for the six months ended June 30, 1998, and a net loss of
$1,385,000 for the quarter ended June 30, 1999, as compared to a net loss
of $1,554,000 for the same period of the prior year.
8
<PAGE> 9
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 1999, the Company had a consolidated working capital deficit of
$97,000 as compared to a consolidated surplus of $654,000 at December 31,
1998. In addition, the current ratio (current assets divided by current
liabilities) was .99 to 1 at June 30, 1999, as compared to 1.10 to 1 at
December 31, 1998.
The Company's net loss for the six month period ended June 30, 1999, and
increased working capital requirements were financed with additional
borrowings. For the quarter ended June 30, 1999, the Company provided net
cash of $178,000 from operating activities. As of June 30, 1999, the
Company had outstanding $8.1 million on its $12 million revolving credit
line, and $1.5 million on its credit agreement entered into March 1999. As
of June 30, 1999, the Company had $67,000 in cash on hand, and $400,000
available for borrowing under these facilities.
The Company has recently taken steps to make significant cost reductions
in operating expenses. The Company believes that these steps will provide
it with the necessary resources to meet all its current obligations,
including capital expenditures and debt service.
YEAR 2000 READINESS DISCLOSURE
The "Year 2000 issue" is generally used to describe various problems that
may result from the improper processing of dates related to the year 2000
and beyond by computers and other types of equipment, including embedded
technology in production machinery and equipment, due to some systems
storing the year as two digits versus four digits. This generally means
that affected computer hardware and software will not properly distinguish
dates in 2000 from dates in 1900.
State of Readiness
The Company's Information Services department is coordinating the
evaluation and resolution of the Company's Year 2000 issues. Major groups,
such as manufacturing, engineering, finance, purchasing and human
resources, have been surveyed for affected applications affecting the
Company's business, including core business systems, user-controlled plant
processes, user-controlled research and development processes, suppliers
and payroll. The Year 2000 project is being implemented in five phases:
Assessment, Planning, Implementation, Testing and Contingency Planning. The
Company began the Assessment and Planning phases during the third quarter
of 1998 and completed these phases during the first quarter of 1999. The
Implementation phase began during the fourth quarter of 1998, and will
continue through the third quarter of 1999. Testing began during the first
quarter of 1999 and will continue through the third quarter of 1999. The
Company has reviewed its other electronic and software products for Year
2000 compliance. Some of the Company's products contain embedded chips, but
the Company has determined that these products should continue to function
properly, as they do not store or use date information.
The Company is also undertaking a review of companies with which it
transacts business to determine their Year 2000 compliance. Key suppliers
and customers are being targeted in this review. As part of this
evaluation, the Company has sent out Year 2000 questionnaires and will
visit certain supplier sites. Early inquiries indicate a range of Year 2000
activity by these customers and suppliers, but the results of the
evaluation are not yet complete.
Costs to Address Year 2000 Issues
The costs associated with Year 2000 compliance are divided into roughly
two-thirds hardware and software and one-third personnel expense and
professional fees paid to third party providers for assistance. It is the
Company's practice to expense personnel costs and fees as incurred
9
<PAGE> 10
and to capitalize allowable new and upgraded hardware and software in
accordance with its policies and procedures. Costs expended in 1998,
excluding personnel costs and fees, were approximately $60,000, with
additional costs of $150,000 anticipated in 1999. The Company expects to
fund costs associated with Year 2000 activities from its operations.
Risks Presented by Year 2000 Issues
Successful execution of the Company's Year 2000 project would result in
critical systems becoming Year 2000 compliant on a timely basis. The
Company's Year 2000 project will also help improve the Company's
information on the preparedness of third parties with whom it transacts
business. While the information is valuable in helping the Company assess
these Year 2000 risks, there can be no assurances that the information
received is accurate or complete, that these third parties have fully
anticipated their Year 2000 exposure, or that these third parties will
become Year 2000 compliant on a timely basis. In addition, there are Year
2000 issues that will generally affect all businesses, including the
Company, such as the Year 2000 compliance of public utility companies and
governmental agencies. If such Year 2000 issues occur, or persist in
critical systems and third parties, then there could be an interruption in,
or failure of, the Company's normal business activities that could have a
material adverse effect on the Company's operations, liquidity and
financial condition. At this time, there is insufficient information to
evaluate the likelihood of such an occurrence.
Contingency Plans
While the Company would generally expect to manage business interruptions
relating to Year 2000 issues in a manner similar to other potential
interruption issues encountered in the regular course of business, the
Company is developing certain contingency plans relating specifically to
Year 2000 issues. For example, the current contingency plan would allow the
Company to operate for a short period of time without the intervention of
computers in its internal operations, to establish alternate suppliers
wherever possible and to have certain suppliers build a bank of inventory
during the latter part of 1999. Contingency planning began in the first
quarter of 1999, and is expected to be completed by the end of the third
quarter 1999. The Company will review its contingency plans periodically
for their efficacy and revise them as necessary throughout 1999 as it
progresses with its Year 2000 project. However, the contingency plans are
expected to provide relief only for short periods, after which there could
be an interruption in, or failure of, the Company's normal business
activities that could have a material adverse effect on the Company's
operations, liquidity and financial condition.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
In the normal course of business, the Company is subject to market risk
exposure from changes in interest rates and raw material prices. Substantially
all of the Company's financial transactions are conducted in U.S. currency, and
therefore the Company does not believe that there is any potential material loss
with respect to foreign currency exchange rate risk. All of the Company's market
risk sensitive instruments are entered into for non-trading purposes.
Interest rates represent the primary risk of loss to the Company.
Substantially all of the Company's long-term debt is based upon variable rates
of interest, either short-term U.S. prime or LIBOR. Hypothetical 1% adverse
change in average rates during 1999, assuming long-term debt at December 31,
1998 remains outstanding for the entire period, would result in additional
interest expense of approximately $180,000. The Company manages the exposure to
rate increases by selecting between various maturities under LIBOR based loans
versus prime rate loans.
The Company's has limited its exposure to significant raw material
price increases for 1999, as the Company has entered into fixed pricing
arrangements on major components with key suppliers.
10
<PAGE> 11
PART II. - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
Exhibit
Number Description
11 Statement regarding Computation of Per Share Earnings.
27 Financial Data Schedule.
(b) During the quarter ended June 30, 1999, there were no reports on Form
8-K filed.
11
<PAGE> 12
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.
CODE-ALARM, INC.
----------------
(Registrant)
Date: August 13, 1999 /s/ Rand W. Mueller
--------------- --------------------
Rand W. Mueller
President, Chief
Executive Officer
And Director
Date: August 13, 1999 /s/ Craig S. Camalo
--------------- --------------------
Craig S. Camalo
Vice President of
Finance, Chief
Financial Officer
12
<PAGE> 13
EXHIBIT INDEX
11 Statement regarding Computation of Per Share Earnings.
27 Financial Data Schedule.
<PAGE> 1
PART I. EXHIBITS
EXHIBIT 11, STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
---------------------------- --------------------------
1999 1998 1999 1998
------------ ------------ ----------- ------------
<S> <C> <C> <C> <C>
Weighted average common
shares outstanding A 2,320,861 2,320,861 2,320,861 2,320,861
Weighted average dilutive
warrants outstanding
Weighted average common ------------ ------------ ------------ ------------
and dilutive shares outstanding B 2,320,861 2,320,861 2,320,861 2,320,861
============ ============ ============ ============
Net income (loss) applicable to common stock C $(1,575,000) $(1,729,000) $(2,937,000) $(1,254,000)
============ ============ ============ ============
Basic earnings (loss) per share C/A $ (0.68) $ (0.74) $ (1.27) $ (0.54)
============ ============ ============ ============
Diluted earnings (loss) per share C/B $ (0.68) $ (0.74) $ (1.27) $ (0.54)
============ ============ ============ ============
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
<CASH> 67
<SECURITIES> 0
<RECEIVABLES> 5536
<ALLOWANCES> 1347
<INVENTORY> 2321
<CURRENT-ASSETS> 6886
<PP&E> 7118
<DEPRECIATION> 5362
<TOTAL-ASSETS> 11328
<CURRENT-LIABILITIES> 6983
<BONDS> 18973
0
7717
<COMMON> 12213
<OTHER-SE> (34558)
<TOTAL-LIABILITY-AND-EQUITY> 11328
<SALES> 16940
<TOTAL-REVENUES> 16940
<CGS> 10997
<TOTAL-COSTS> 17823
<OTHER-EXPENSES> 1680
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 897
<INCOME-PRETAX> (2563)
<INCOME-TAX> 0
<INCOME-CONTINUING> (2563)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2937)
<EPS-BASIC> (1.27)
<EPS-DILUTED> (1.27)
</TABLE>
