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 June 30, 2001
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 $.33 1/3 Per Share
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the Registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO
----- -----
Number of shares of Common Stock of Registrant outstanding at August 8, 2001:
6,226,302
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PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Cobra Electronics Corporation and Subsidiaries
Consolidated Statements of Income
(In thousands, except per share amounts)
For the Three For the Six
Months Ended Months Ended
(Unaudited) (Unaudited)
---------------------- ---------------------
June 30, June 30, June 30, June 30,
2001 2000 2001 2000
--------- --------- -------- --------
Net sales.................$ 35,232 $ 35,847 $ 65,865 $ 57,146
Cost of sales............. 25,901 25,880 48,067 41,043
--------- --------- -------- --------
Gross profit............. 9,331 9,967 17,798 16,103
Selling, general and
administrative expenses.. 7,232 6,746 14,062 11,902
Expenses for the terminated
acquisition of Lowrance 1,402 --- 1,402 ---
--------- --------- -------- --------
Operating income......... 697 3,221 2,334 4,201
Other income (expense):
Interest expense........ (199) (189) (373) (263)
Other, net ....... 109 (337) (182) (224)
--------- --------- -------- --------
Income before taxes....... 607 2,695 1,779 3,714
Income taxes.............. 233 1,037 683 1,428
--------- --------- -------- --------
Net income ............... $ 374 $ 1,658 $ 1,096 $2,286
========= ========= ======== ========
Net income per common share:
Basic.................... $ 0.06 $ 0.27 $ 0.18 $ 0.37
Diluted.................. $ 0.06 $ 0.26 $ 0.17 $ 0.36
Weighted average shares
outstanding:
Basic..................... 6,221 6,130 6,200 6,138
Diluted................... 6,490 6,383 6,439 6,371
Cash dividends............. None None None None
See notes to consolidated financial statements.
<page>
Cobra Electronics Corporation and Subsidiaries
Consolidated Balance Sheets
(Dollars in thousands)
As of As of
June 30, December 31,
2001 2000
(Unaudited)
------------ ------------
ASSETS:
Current assets:
Cash........................ $ 25 $ 54
Receivables, less allowance
for claims and doubtful
accounts of $1,627 at June
30, 2001 and $1,869 at
December 31, 2000 ........ 25,153 36,116
Inventories, primarily
finished goods............ 27,381 18,873
Deferred income taxes....... 4,031 4,031
Other current assets........ 2,932 3,200
------------ ------------
Total current assets........ 59,522 62,274
------------ ------------
Property, plant and equipment,
at cost:
Land........................ 330 330
Building and improvements... 3,883 3,567
Tooling and equipment....... 16,438 15,668
------------ ------------
20,651 19,565
Accumulated depreciation.... (14,291) (13,308)
------------ ------------
Net property, plant and
equipment................. 6,360 6,257
------------ ------------
Other assets:
Deferred income taxes...... 1,688 1,688
Cash surrender value of
officers life insurance
policies................... 5,635 5,670
Other...................... 1,206 2,016
------------ ------------
Total other assets 8,529 9,374
------------ ------------
Total assets.................. $ 74,411 $ 77,905
============ ============
See notes to consolidated financial statements.
<page>
Cobra Electronics Corporation and Subsidiaries
Consolidated Balance Sheets
(Dollars in thousands)
As of As of
June 30, December 31,
2001 2000
(Unaudited)
------------ ------------
LIABILITIES AND SHAREHOLDERS'
EQUITY:
Current liabilities:
Accounts payable............ $ 4,046 $ 3,400
Accrued salaries and
commissions............... 680 1,911
Accrued advertising and
sales promotion costs..... 2,820 3,051
Accrued product warranty
costs..................... 2,646 2,692
Other accrued liabilities... 1,177 1,881
Short-term debt............. 9,988 13,376
------------ ------------
Total current liabilities... 21,357 26,311
------------ ------------
Deferred compensation....... 3,158 2,968
----------- ------------
Total liabilities:............ 24,515 29,279
----------- ------------
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 for 2001 and 2000. 2,345 2,345
Paid-in capital............. 19,858 20,032
Retained earnings........... 32,740 31,644
------------ ------------
54,943 54,021
Treasury stock, at cost
(812,798 shares for 2001 and
872,716 shares for 2000) . (5,047) (5,395)
------------ ------------
Total shareholders' equity.. 49,896 48,626
------------ ------------
Total liabilities and share-
holders' equity............. $ 74,411 $ 77,905
============ ============
See notes to consolidated financial statements.
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Cobra Electronics Corporation and Subsidiaries
Consolidated Statements of Cash Flows
(Dollars in thousands)
For the Six Months Ended
(Unaudited)
--------------------------------
June 30, June 30,
2001 2000
---------- ----------
Cash flows from operating activities:
Net income $ 1,096 $ 2,286
Adjustments to reconcile net income
to net cash provided by (used for)
operating activities:
Depreciation and amortization 1,176 1,017
Loss (gain) on cash surrender
value of life insurance 35 (87)
Changes in assets and liabilities:
Receivables.................. 10,963 (507
Inventories.................. (8,508) (9,898)
Other current assets......... 268 2,243
Other assets................. 628 5
Accounts payable............. 646 2,022
Accrued liabilities.......... (2,212) (333)
Deferred compensation........ 190 180
---------- ----------
Net cash flows from (used by)
operating activities........ 4,282 (3,072)
---------- ----------
Cash flows from investing activities:
Capital expenditures.......... (1,099) (699)
---------- ----------
Net cash flows from (used in)
investing activities......... (1,099) (699)
---------- ----------
Cash flows from financing activities:
Net borrowings (repayments) under the
line-of-credit agreement..... (3,388) 5,403
Transactions related to exercise
of common stock options, net. 176 131
Transactions related to stock
repurchase................... --- (386)
---------- ----------
Net cash flows from (used in)
financing activities......... (3,212) 5,148
---------- ----------
Net increase (decrease) in cash.. (29) 1,377
Cash at beginning of period...... 54 93
---------- ----------
Cash at end of period............ $ 25 $ 1,470
========== ==========
Supplemental disclosure of cash flow information
Cash paid during the period for:
Interest $ 440 $ 154
Taxes 550 115
See notes to consolidated financial statements.
<page>
Cobra Electronics Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
The 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 accounting princi-
ples generally accepted in the United States of America have been omitted
pursuant to such rules and regulations, although the Company believes that the
disclosures are adequate to make the information presented not misleading. The
Consolidated Balance Sheet as of December 31, 2000 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 for the year ended December 31, 2000. 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. Due to the seasonality of the Company's business, 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 June 30, 2001 and 2000, the Company had outstanding purchase orders with
suppliers totaling approximately $26.5 million and $60.2 million, respectively.
The decrease is due to higher inventories from a year ago and significantly
shorter vendor lead times.
<page>
(2) EARNINGS PER SHARE
For the Three For the Six
Months Ended Months Ended
(Unaudited) (Unaudited)
-------------------- ----------------------
June 30, June 30, June 30, June 30,
2001 2000 2001 2000
------- -------- -------- -------
Income:
Income available to common
shareholders (thousands) $ 374 $1,658 $1,096 $2,286
Basic earnings per share:
Weighted-average shares
outstanding 6,221,024 6,129,532 6,199,596 6,137,545
========= ========= ========= =========
Basic earnings per share $0.06 $0.27 $0.18 $0.37
========= ========= ========= =========
Diluted earnings per share:
Weighted-average shares
outstanding 6,221,024 6,129,532 6,199,596 6,137,545
Dilutive shares issuable
in connection with
stock option plans 817,832 894,625 817,832 894,625
Less shares purchasable
with proceeds (549,165) (641,349) (578,453) (661,561)
--------- --------- --------- ----------
Total 6,489,691 6,382,808 6,438,975 6,370,609
========= ========= ========= ==========
Diluted earnings per share $0.06 $0.26 $0.17 $0.36
========= ========= ========= ==========
(3) TERMINATED ACQUISITION
On January 5, 2001, the Company announced that it had entered into a Merger
Agreement and Plan of Merger dated January 4, 2001 pursuant to which the Company
commenced a tender offer for all of the outstanding shares of common stock of
Lowrance Electronics, Inc. ("Lowrance"). On May 2, 2001, the Company terminated
its tender offer for Lowrance common stock and the related Merger Agreement
due to a material adverse change in Lowrance's net sales and earnings relative
to financial projections provided to Cobra by Lowrance.
At December 31, 2000, $613,000 in costs incurred in connection with this
transaction had been capitalized in "Other Assets" in the Consolidated Balance
Sheet. The Company continued to capitalize costs related to the transaction
through May 1, 2001. During the second quarter of 2001, the Company recorded a
$1.4 million non-recurring charge for expenses associated with this terminated
acquisition.
(4) NEW ACCOUNTING PRONOUNCEMENTS
The Financial Accounting Standards Board has issued Statement of Financial
Accounting Standards ("SFAS") No. 141, "Business Combinations" and SFAS No. 142,
"Goodwill and Other Intangible Assets". These statements establish new
accounting and reporting standards for business combinations and associated
goodwill and intangible assets. They require, among other things, elimination of
the pooling of interests method of accounting, no amortization of acquired
goodwill, separate identification of certain identifiable intangible assets,
and a periodic assessment for impairment of all goodwill and intangible assets
acquired in a business combination. SFAS No. 141 is effective for all business
combinations accounted for by the purchase method that are completed after
June 30, 2001. SFAS No. 142 is effective for fiscal years beginning after
December 15, 2001. The Company has determined that SFAS No. 142 has no impact
on its financial statements as no goodwill currently exists.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
ANALYSIS OF RESULTS OF OPERATIONS
Second Quarter 2001 vs. Second Quarter 2000:
- --------------------------------------------
For the second quarter ended June 30, 2001, net income was $374,000, or $0.06
per diluted share, which included a charge of $1.4 million for nonrecurring
expenses for the terminated acquisition of Lowrance. In the year ago quarter,
net income was $1.7 million, or $0.26 per diluted share. Excluding the nonrecur-
ring expenses, the Company would have had net income of $1.2 million, or $0.19
per diluted share, approximately $420,000 less than the second quarter of 2000.
The decrease was primarily due to lower gross margins and higher operating
expenses, partially offset by other income.
Net sales for the second quarter of 2001 decreased slightly to $35.2 million
from sales of $35.8 million in the second quarter of 2000. Despite the
relatively flat sales for the quarter and the slow down in the economy, sales
of domestic MicroTALK Family Radio Service ("FRS") two-way radios remained
strong, with sales increasing 26% over the second quarter of 2000. Offsetting
the increase in FRS sales were lower sales of Citizens Band radios and radar
detectors. Sales of Citizens Band radios continued to be negatively impacted
by higher fuel prices, which have reduced the discretionary income of
professional drivers, as well as by the slow down in the economy. Lower sales
of radar detectors reflected the effects of a slow down in the economy as well
as the fact that the second quarter of 2000 experienced strong opening order
sales of 9 Band detectors, which were introduced late in the first quarter of
2000.
Gross margins decreased in the current quarter to 26.5% from 27.8%, primarily
due to pricing pressures in the marketplace, particularly in the FRS category.
To help maintain MicroTALK's sales momentum at retail and market share, the
Company reduced effective prices on some models through a combination of price
reductions to customers and rebates to consumers. Partially offsetting some of
the negative impact on gross margin was a decrease of approximately $500,000
relative to the prior year in charges to write down inventory to its net
realizable value. In 2000, certain inventory unrelated to the Company's core
product lines required sizeable write-downs.
Selling, general and administrative expense, excluding the expenses for the
terminated acquisition of Lowrance, increased $486,000 in the second quarter of
2001 from the same period in 2000. The overall increase reflected additional
variable and fixed selling expenses. The increase in variable selling expenses
was due primarily to a change in customer mix and the variances in programs
among customers. The higher fixed selling expenses resulted primarily from
expenses of the Company's European subsidiary based in Dublin, Ireland, which
began operation late in 2000.
On January 5, 2001, the Company announced that it had entered into a Merger
Agreement and Plan of Merger dated January 4, 2001 (the "Merger Agreement")
pursuant to which the Company commenced a tender offer for all of the outstand-
ing shares of common stock of Lowrance. On May 2, 2001, the Company terminated
its tender offer for Lowrance common stock and the related Merger Agreement due
to a material adverse change in Lowrance's net sales and earnings relative to
financial projections provided to Cobra by Lowrance.
During the second quarter of 2001, the Company recorded a $1.4 million
non-recurring charge for expenses associated with the Lowrance acquisition.
These expenses consisted of bank, legal and due diligence fees as well as travel
expenses. All charges pertaining to the terminated acquisition were recorded in
the second quarter and no further charges are anticipated.
Interest expense for the quarter ended June 30, 2001 increased $10,000 compared
to the prior year's second quarter, primarily due to higher average debt levels
because of increased accounts receivable and inventory from the second quarter
of 2000.
Other expense was $446,000 lower primarily due to income on investments for the
cash surrender value of life insurance policies in the second quarter of 2001
compared to losses on these investments in the year ago quarter.
For the second quarter of 2001, the Company's effective tax rate was 38.4%,
which approximated the effective rate incurred in the second quarter of 2000.
Six months ended June 30, 2001 vs. Six months ended June 30, 2000
- ------------------------------------------------------------------
For the six months ended June 30, 2001, net income was $1.1 million, or $0.17
per diluted share, which included a charge of $1.4 million of nonrecurring
expenses for the terminated acquisition of Lowrance. For the six months ended
June 30, 2000, net income was $2.3 million, or $0.36 per diluted share.
Excluding the expenses pertaining to the Lowrance transaction, the Company
would have had net income of $2.0 million, or $0.31 per diluted share. The
decrease was primarily due to a lower gross margin and higher operating
expenses.
Net sales for the six months ended June 30, 2001 increased 15.3% to $65.9
million from sales of $57.1 million for the same period of 2000. Contributing
to this increase was an 83% increase in sales of domestic microTALK FRS two-way
radios as well as increased sales of MicroTALK European PMR two-way radios and
HIGHGEAR accessories, which was a new line added in 2000. The strong growth of
domestic FRS radios reflected mainly the impact of placing FRS with certain
major new and existing customers after the second half of 2000 together with
shipments of the Company's new SNAP replacement front models in the U.S. Sales
of European PMR radios increased 32% and represented continued penetration of
this market. HIGHGEAR sales nearly tripled from the same period a year ago due
to the introduction of a new line of power inverters.
Gross margins decreased during the period to 27.0% from 28.2%, primarily due to
pricing pressures in the marketplace, particularly in the FRS category. To help
maintain MicroTALK sales momentum at retail and market share, the Company
reduced effective prices on some models through a combination of price
reductions to customers and rebates to consumers.
Selling, general and administrative expense, excluding the expenses for the
terminated acquisition of Lowrance, increased $2.2 million, or 0.5% of net
sales, in the six months ended June 30, 2001 from the same period of 2000. The
overall increase reflected additional variable and fixed selling expenses. The
increase in variable selling expenses was due to both higher sales volume and a
change in customer mix and the variances in programs among customers. The
increased fixed selling expenses resulted primarily from expenses of the
Company's European subsidiary based in Dublin, Ireland, which began operation
in late 2000.
On May 2, 2001, the Company terminated its tender offer for Lowrance common
stock and the related Merger Agreement due to a material adverse change in
Lowrance's net sales and earnings relative to financial projections provided to
Cobra by Lowrance. During the second quarter of 2001, the Company recorded a
$1.4 million non-recurring charge for expenses associated with the terminated
acquisition of Lowrance. These expenses consisted of bank, legal and due dili-
gence fees as well as travel expenses. All charges pertaining to the terminated
acquisition were recorded in the second quarter and no further charges are
anticipated.
Interest expense for the period increased $110,000 compared to the prior year,
primarily due to higher average debt levels, which were driven by higher
accounts receivable and inventory for the period, partially offset by a lower
interest rate.
For the first six months of 2001, the Company's effective tax rate was 38.4%,
which approximated the effective rate incurred in the prior year's period.
LIQUIDITY AND CAPITAL RESOURCES
Operating activities generated cash of approximately $4.3 million during the
six months ended June 30 2001, primarily due to a decrease in accounts
receivable, partially offset by an increase in inventories and a decrease in
accrued liabilities. Accounts receivable decreased by $11.0 million due to
collections of significantly higher first quarter 2001 sales as compared to the
first quarter of 2000 coupled with lower second quarter 2001 sales. Inventories
increased primarily in MicroTALK radios, reflecting mainly a normal seasonal
build in anticipation of increasing promotional activities by major retail
customers. Accrued liabilities decreased because payments, related to awards
earned in 2000 under the Company's incentive bonus and profit sharing programs,
were made in the first quarter of 2001 and as a result of lower sales
commissions. Debt decreased $3.4 million primarily due to lower accounts
receivable levels. At June 30, 2001, the Company had approximately $17.0
million of unused credit line.
In 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 an additional $1 million of common stock. During the first half
of 2001, the Company did not repurchase any of its common shares. Since the
program's inception through June 30, 2001, the Company has repurchased 387,900
of its common shares at a total cost of approximately $1.6 million.
Item 3 Quantitative and Qualitative 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 $10.0
million of debt outstanding at June 30, 2001. The debt is priced at interest
rates that float with the market, which therefore mitigates interest rate
exposure. A 50 basis point movement in the interest rate on the floating rate
debt would result in an approximately $50,000 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. The Company made approximately 8.3% of its sales outside the United States
in the first half of 2001. The Company minimizes its foreign currency exchange
rate risk by conducting all of its transactions in US dollars. However, begin-
ning on July 1, 2001, the Company will conduct the billing for its European
sales and the majority of the purchases associated therewith in euros.
Forward-Looking Statements
This Management's Discussion and Analysis contains statements which are not
historical facts and are considered "forward-looking" within the meaning of the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements are identified by their use of the terms: "expects," "intends," "may
impact," "plans," "should," "anticipates" or similar terms. These forward-
looking statements involve a number of risks and uncertainties that may cause
actual results to differ materially from expected results. These risks and
uncertainties include, but are not limited to, the following: business condi-
tions and growth of industries in which the Company competes, including changes
in economic conditions in the geographic areas where the Company's operations
exist or products are sold; timing, start-up and customer acceptance of newly
designed products; competitive factors, such as price competition and new
product introductions; significant loss of business from a major national
retailer; the cost and availability of raw materials and purchased components;
the impact of business acquisitions or dispositions; the costs of complying with
governmental regulations; level of share repurchases; litigation and other risk
factors.
<page>
PART II
OTHER INFORMATION
Items 1, 2, 3, and 5
- ----------------------------------------
Not Applicable.
Item 4. Submission of Matters to a Vote of Security Holders
- -------------------------------------------------------------
a) The 2001 Annual Meeting of Shareholders was held on May 8, 2001.
b);(c)
The following persons were elected Directors of the Company to serve
until the annual meeting of the term specified below:
Name Class Votes for Votes withheld Term
--------------------- ----- --------- -------------- ----
James R. Bazet I 5,396,021 340,332 2002
William P. Carmichael III 5,685,719 50,634 2004
James W. Chamberlain II 5,684,619 51,734 2003
Gerald M. Laures II 5,676,249 60,104 2003
Carl Korn III 5,396,021 340,332 2004
Ian R. Miller III 5,693,819 42,534 2004
Harold D. Schwartz I 5,695,498 40,855 2002
d) Not applicable
Item 6. Exhibits and Reports on Form 8-K
- -----------------------------------------
a) During the quarter, the Company filed no 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: /s/ Michael Smith
------------------------
Michael Smith
Senior Vice President and
Chief Financial Officer
Dated: August 14, 2001