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, 1996 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 60635 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code:(312) 889-8870 Securities registered pursuant to Section 12(g) of the Act: Common Stock, Par Value $.33 1/3 Per Share Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO ----- ----- Number of shares of Common Stock of Registrant outstanding at August 2, 1996: 6,230,398 PART I FINANCIAL INFORMATION Item 1. Financial Statements Cobra Electronics Corporation and Subsidiaries Condensed Consolidated Statements of Operations (in thousands, except per share amounts) For the Three For the Six Months Ended Months Ended (Unaudited) (Unaudited) -------------------- -------------------- June 30, June 30, June 30, June 30, 1996 1995 1996 1995 -------- -------- -------- -------- Net sales............$ 21,395 $ 21,350 $ 40,667 $ 42,087 Cost of sales........ 17,260 17,066 33,399 34,004 -------- -------- -------- ------- Gross profit....... 4,135 4,284 7,268 8,083 Selling, general and administrative expense............ 3,622 4,152 7,039 7,914 -------- -------- -------- ------- Operating income.... 513 132 229 169 Other income(expense): Interest expense... (453) (398) (923) (713) Other, net......... 224 60 395 45 -------- -------- -------- ------- Income(loss) before taxes.............. 284 (206) (299) (499) Provision (benefit) for taxes.......... --- --- --- --- -------- --------- --------- -------- Net income(loss).....$ 284 $ (206) $ (299) $ (499) ======== ========= ========= ======== Net income(loss) per share..........$ 0.05 $ (0.03) $ (0.05) $ (0.08) ======== ========= ========= ========= Weighted average number of common shares and common share equivalents outstanding........ 6,253 6,227 6,230 6,227 ========= ======== ========= ========= Cash dividends....... None None None None ========= ======== ========= ========= The accompanying notes are an integral part of these financial statements. Cobra Electronics Corporation and Subsidiaries Condensed Consolidated Balance Sheets (dollars in thousands) As of As of June 30, December 31, 1996 1995 (Unaudited) (Unaudited) ------------- ------------ ASSETS: Current assets: Cash.......................$ 1,259 $ 1,299 Receivables, less allowance for doubtful accounts of $1,127 at June 30, 1996, and $1,451 at December 31, 1995...................... 15,585 15,228 Inventories, primarily finished goods.............. 16,301 18,238 Other current assets........ 1,147 896 ------------ ------------ Total current assets........ 34,292 35,661 ------------ ------------ Property, plant and equipment, at cost: Land........................ 593 593 Building and improvements... 6,923 6,892 Tooling and equipment....... 8,823 15,462 ------------ ------------ 16,339 22,947 Accumulated depreciation and amortization.......... (9,724) (15,877) ------------- ------------- Net property, plant and equipment................. 6,615 7,070 ------------ ------------ Other assets.................. 6,936 7,350 ------------ ------------ Total assets..................$ 47,843 $ 50,081 ============ ============ The accompanying notes are an integral part of these financial statements. Cobra Electronics Corporation and Subsidiaries Condensed Consolidated Balance Sheets (dollars in thousands) As of As of June 30, December 31, 1996 1995 (Unaudited) (Unaudited) ----------- ----------- LIABILITIES AND SHAREHOLDERS' EQUITY: Current liabilities: Accounts payable............$ 5,800 $ 6,070 Accrued liabilities......... 6,297 6,469 Short-term debt............. 17,863 19,368 ----------- ----------- Total current liabilities... 29,960 31,907 ----------- ----------- Shareholders' equity: Preferred stock, $1 par value, shares authorized- 1,000,000; none issued.... --- --- Common stock, $.33 1/3 par value, 12,000,000 shares authorized; 7,039,100 issued and 6,230,398 outstanding at June 30, 1996 and 6,226,648 outstanding at December 31, 1995...................... 2,345 2,345 Paid-in capital............. 22,100 22,118 Retained earnings........... 680 979 ----------- ----------- 25,125 25,442 Treasury stock, at cost..... (5,519) (5,545) Note receivable from officer's exercise of stock options (1,723) (1,723) ------------ ------------ Total shareholders' equity.. 17,883 18,174 ------------ ------------ Total liabilities and share- holders' equity.............$ 47,843 $ 50,081 ============ ============ The accompanying notes are an integral part of these financial statements. Cobra Electronics Corporation and Subsidiaries Condensed Consolidated Statements of Cash Flows (dollars in thousands) For the Six Months Ended (Unaudited) -------------------------------- June 30, June 30, 1996 1995 -------------- ------------- Cash flows from operating activities: Net loss from operations......... $ (299) $ (499) Adjustments to reconcile net loss from operations to net cash provided by (used for) operating activities: Depreciation and amortization 1,489 1,025 Changes in assets and liabilities: Receivables.................. (357) (3,157) Inventories.................. 1,937 (2,776) Other current assets......... (270) (464) Other assets................. (217) 456 Accounts payable............. (270) 1,351 Accrued liabilities.......... (172) 683 ------------- ------------- Net cash provided by (used for) operating activities......... 1,841 (3,381) -------------- ------------- Cash flows from investing activities: Capital expenditures........... (384) (1,217) Net cash used for discontinued operation.................... -- (246) -------------- ------------- Net cash used for investing activities................... (384) (1,463) -------------- ------------- Cash flows from financing activities: Net borrowing (repayments) under line-of-credit agreement..... (1,505) 4,758 Transactions related to exercise of options, net.............. 8 -- -------------- ------------- Net cash provided by (used for) financing activities......... (1,497) 4,758 ------------- ------------- Net decrease in cash............. (40) (86) Cash at beginning of period...... 1,299 197 ------------- ------------- Cash at end of period............$ 1,259 $ 111 ============= ============= The accompanying notes are an integral part of these financial statements. 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, 1995 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 June 30, 1996, the Company had outstanding purchase orders with suppliers totaling approximately $25.2 million compared to $25.7 million as of June 30, 1995. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations ANALYSIS OF RESULTS OF OPERATIONS Second Quarter 1996 vs. Second Quarter 1995: - -------------------------------------------- Sales for the second quarter of 1996 were $21.4 million, which approximated prior year's second quarter sales. During the quarter, sales of telecommunication products increased because of strong demand for the company's new 25-channel integrated cordless phone answering system. Sales of mobile electronics products decreased due to lower sales of integrated radar/laser detectors, mainly because of weak consumer demand for detectors. Some of the decrease in mobile electronics product sales was partially offset by an increase in domestic CB sales. Gross margin was 19.3% in the second quarter of 1996 compared to 20.1% in the second quarter of 1995. Contributing to the decrease were lower gross margins on sales of integrated radar/laser detectors and cordless phone answering systems. The lower detector margins reflected downward pricing pressures because of the weakness in consumer demand. The lower answering system margin was due to increased freight expenses incurred to expedite receipt of product to fill back orders, which resulted from the strong demand for the new 25-channel integrated cordless phone answering system. Offsetting some of the gross margin drop was an increase in cordless phone gross margins, reflecting strong demand for 25-channel phones that were not available in the second quarter of 1995. Selling, general and administrative expenses decreased $530,000 in the second quarter of 1996 from the same period a year ago, and as a percentage of net sales decreased to 16.9% from 19.4% for the second quarter of 1995. Major contributors to the decrease were lower selling and marketing expenses and reduced payroll costs resulting from the implementation of programs to streamline the organization and make it more cost efficient. In addition, a large decline in bad debts expense, reflecting an improvement in the quality of the receivable portfolio and favorable collections experience, was offset by amortization expense of $300,000 related to advertising credits. Interest expense for the current quarter increased $55,000 compared to the prior year's quarter as a result of higher borrowings required to finance increased working capital levels. Other income of $224,000 reflects $125,000 of royalty income from Safety Alert licensing agreements and a gain of $149,000 from the successful conclusion of a suit against a former distributor for violation of a licensing agreement. Six Months 1996 vs. Six Months 1995 - ----------------------------------- Sales for the six months ended June 30, 1996 were $40.7 million compared to $42.1 million for the six months ended June 30, 1995. Sales of mobile electronics products, primarily CBs, decreased due mainly to weakness in the retail environment during the first quarter. This slowdown during the first quarter of 1996 was due in part to a continuation of the soft consumer demand that negatively impacted 1995's year-end holiday selling season as well as the result of the severe winter storms that plagued the East Coast early in the first quarter and kept consumers inside their homes and out of the stores. The decrease in sales of mobile electronics products was partially offset by higher sales of telecommunications products because of strong demand for the new 25-channel products. Gross margin for the first six months of 1996 was 17.9% compared to 19.2% for the prior year period primarily due to a change in sales mix from high margin CB products to the other product lines, which were at lower margins. In addition, margins for integrated radar/laser detectors and answering systems decreased as discussed above. Selling, general and administrative expenses decreased $900,000 for the first half of 1996 from the same period a year ago, and as a percentage of net sales decreased to 17.3% from 18.8% for the first half of 1995. As discussed above, lower selling and marketing expenses were a key contributor as was lower payroll costs. In addition, bad debts expense declined significantly from the prior year, reflecting an improvement in the quality of the receivable portfolio and favorable collections experience, and was offset by $600,000 of amortization expense related to advertising credits. Interest expense for the period increased $210,000 compared to the prior year as a result of higher borrowings required to finance increased working capital levels. Other income of $395,000 reflects a gain of $373,000 from the successful conclusion of a suit against a former distributor for violation of a licensing agreement. LIQUIDITY AND CAPITAL RESOURCES Operating activities generated cash of $1.8 million during the first six months of 1996, primarily because of a $1.9 million reduction in inventory. Inventory declined from the end of last year due to higher than anticipated sales of telecommunication products. The allowance for doubtful accounts decreased as a result of an improvement in the quality of the receivable portfolio and favorable collections experience. The company was able to reduced borrowings under its line-of-credit agreement by $1.5 million and at June 30, 1996, had approximately $2.7 million of unused credit line. Also, tooling which was fully amortized and related to products no longer produced by the company was written off in the first quarter of 1996. PART II OTHER INFORMATION Items 1, 2, 3, 4 and 5 Not Applicable. - ---------------------------------------- Item 4. Submission of Matters to a vote of Security Holders - ------------------------------------------------------------- a) The 1995 Annual Meeting of Shareholders was held on May 14, 1996. b) The following persons were elected as Class I directors of the Company to serve until the 1999 Annual Meeting of Shareholders: Name Votes For Votes Withheld ------------------ --------- -------------- Jerry Kalov 5,466,815 180,608 Harold D. Schwartz 5,464,758 182,665 The Class II directors continuing in office until the 1997 Annual Meeting of Shareholders are Samuel B. Horberg and Gerald M. Laures. The Class III directors continuing in office until the 1998 Annual Meeting of Shareholders are William P. Carmichael and Carl Korn. Because brokers had discretionary authority to vote with respect to each matter submitted to shareholders, no broker non votes were tabulated. c) Not applicable. d) Not applicable. 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 Dated: August 12, 1996