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, 1998 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 $.33 1/3 Per Share Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO ----- ----- Number of shares of Common Stock of Registrant outstanding at August 12, 1998: 6,239,791 PART I FINANCIAL INFORMATION Item 1. Financial Statements Cobra Electronics Corporation and Subsidiaries Condensed Consolidated Statements of Operations (in thousands, except per share amounts) For the Three For the Six Months Ended Months Ended (Unaudited) (Unaudited) -------------------- -------------------- June 30, June 30, June 30, June 30, 1998 1997 1998 1997 -------- -------- -------- -------- Net sales............$ 22,440 $ 29,472 $ 43,612 $ 47,387 Cost of sales........ 16,976 23,776 33,897 38,179 -------- -------- -------- ------- Gross profit....... 5,464 5,696 9,715 9,208 Selling, general and administrative expense............ 4,096 4,147 7,833 7,281 -------- -------- -------- ------- Operating income.... 1,368 1,549 1,882 1,927 Other income(expense): Interest expense... (281) (309) (519) (571) Other, net......... 178 9 138 (14) -------- -------- -------- ------- Income before taxes.............. 1,265 1,249 1,501 1,342 Provision for taxes.......... --- --- --- --- -------- --------- --------- -------- Net income...........$ 1,265 $ 1,249 $ 1,501 $ 1,342 ======== ========= ========= ======== Net income per common share: -Basic....... 0.20 $ 0.20 $ 0.24 $ 0.21 -Diluted..... 0.19 0.20 0.23 0.21 ======== ========= ========= ========= Weighted average shares outstanding -Basic....... 6,235 6,242 6,224 6,242 -Diluted..... 6,539 6,308 6,584 6,317 ========= ======== ========= ========= Cash dividends....... None None None None ========= ======== ========= ========= See notes to consolidated financial statements. Cobra Electronics Corporation and Subsidiaries Condensed Consolidated Balance Sheets (dollars in thousands) As of As of June 30, December 31, 1998 1997 (Unaudited) ------------- ------------ ASSETS: Current assets: Cash.......................$ 71 $ 1,815 Receivables, less allowance for doubtful accounts of $759 at June 30, 1998, and $958 at December 31, 1997...................... 15,330 15,685 Inventories, primarily finished goods.............. 19,970 19,830 Other current assets........ 1,484 1,337 ------------ ------------ Total current assets........ 36,855 38,667 ------------ ------------ Property, plant and equipment, at cost: Land........................ 330 330 Building and improvements... 3,601 3,553 Tooling and equipment....... 12,074 11,264 ------------ ------------ 16,005 15,147 Accumulated depreciation and amortization.......... (11,199) (10,436) ------------- ------------- Net property, plant and equipment................. 4,806 4,711 ------------ ------------ Other assets.................. 5,696 4,901 ------------ ------------ Total assets..................$ 47,357 $ 48,279 ============ ============ See notes to consolidated financial statements. Cobra Electronics Corporation and Subsidiaries Condensed Consolidated Balance Sheets (dollars in thousands) As of As of June 30, December 31, 1998 1997 (Unaudited) ----------- ----------- LIABILITIES AND SHAREHOLDERS' EQUITY: Current liabilities: Accounts payable............$ 2,904 $ 3,637 Accrued liabilities......... 5,203 7,743 Short-term debt............. 11,850 10,995 ----------- ----------- Total current liabilities... 19,957 22,375 ----------- ----------- Long term liability: Deferred compensation....... 2,172 2,231 ----------- ---------- Total liabilities............. 22,129 24,606 ----------- ---------- Shareholders' equity: Preferred stock, $1 par value, shares authorized- 1,000,000; none issued.... --- --- Common stock, $.33 1/3 par value,12,000,000 shares authorized; 7,039,100 issued and 6,234,791 outstanding at June 30, 1998 and 6,217,791 outstanding at December 31, 1997...................... 2,346 2,345 Paid-in capital............. 20,616 20,681 Retained earnings........... 7,775 6,272 ----------- ----------- 30,737 29,298 Treasury stock, at cost..... (5,509) (5,625) ------------ ------------ Total shareholders' equity.. 25,228 23,673 ------------ ------------ Total liabilities and share- holders' equity.............$ 47,357 $ 48,279 ============ ============ See notes to consolidated 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, 1998 1997 -------------- ------------- Cash flows from operating activities: Net income from operations $ 1,501 $ 1,342 Adjustments to reconcile net income from operations to net cash used for operating activities: Depreciation and amortization 866 1,419 Changes in assets and liabilities: Receivables.................. 355 (5,974) Inventories.................. (140) 406 Other current assets......... (168) (477) Other assets................. (873) 5 Accounts payable............. (733) 2,149 Deferred compensation........ (59) --- Accrued liabilities.......... (2,539) 1,064 -------- --------- Net cash used for operating activities......... (1,790) (66) --------- --------- Cash flows from investing activities: Capital expenditures........... (860) (543) --------- --------- Net cash used for investing activities................... (860) (543) --------- --------- Cash flows from financing activities: Borrowing's under the line-of -credit agreement............ 44,535 44,207 Repayments under the line-of -credit agreement............ (43,680) (43,094) Transactions related to exercise of options, net.............. 51 2 --------- --------- Net cash provided by financing activities......... 906 1,115 -------- --------- Net increase (decrease) in cash.. (1,744) 506 Cash at beginning of period...... 1,815 2,606 -------- --------- Cash at end of period............ 71 $ 3,112 ======== ========= Supplemental disclosure of cash flow information Cash paid during the year for: Interest $ 520 $ 571 Taxes 0 159 See notes to consolidated 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, 1997 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, 1998,the Company had outstanding purchase orders with suppliers totaling approximately $28.0 million compared to $35.7 million as of June 30, 1997. (2) NEW ACCOUNTING PRONOUNCEMENTS: In 1997, the Financial Accounting Standards Board issued SFAS no. 130, "Reporting Comprehensive Income," and SFAS NO. 131, "Disclosures about Segments of an Enterprise and Related Information" and, in 1998 they issued SFAS No. 132, "Employers' Disclosures about Pensions and Other Postretirement Benefits." SFAS No. 130 establishes standards for reporting and display of comprehensive income and its components. SFAS No. 131 establishes standards for reporting information about operating segments and related disclosures about products and services, geographic areas and major customers. SFAS No. 132 revises current disclosure requirements for employer's pensions and other retiree benefits. These standards are effective for years beginning after December 15, 1997. These standards expand or modify current disclosures and accordingly, are not expected to have a significant impact on the company's reported financial position, results of operations and cash flows. (3) Y2K: The company initiated the process of preparing its computer systems and applications for the Year 2000 in 1997. This process involves modifying or replacing certain hardware and software maintained by the company. Management expects to have substantially all of the system and application changes completed by the end of 1998 and believes its level of preparedness is appropriate. The total cost to the company of these Y2K compliance activities has not been and is not expected to be material to its financial position or results of operations in any given year. The costs and the date on which the company plans to complete the Y2K modification are based on management's best estimates, which were derived using numerous assumptions of future events including the continued availability of certain resources, third party modification plans and other factors. However, there can be no guarantee that these estimates will be achieved, and actual results could differ from those plans. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations ANALYSIS OF RESULTS OF OPERATIONS Second Quarter 1998 vs. Second Quarter 1997: - -------------------------------------------- For the second quarter ended June 30, 1998, net income was $1.3 million compared to $1.2 million in the second quarter of 1997. Diluted net income per share for the quarter was $0.19 versus $0.20 for the second quarter of 1997 as diluted weighted average common shares increased by over 200,000. Sales for the second quarter of 1998 decreased $7.0 million, or 23.9%, to $22.4 million from $29.5 million for the same period a year ago. Mobile electronics decreased $5.2 million mainly because of a decrease in sales of radar detectors to Russia, which had been a significant contributor to the company's overall revenues in 1997. This decrease in sales to Russia reflected that country's rapidly increasing economic problems, which impacted consumer demand. Partially offsetting the decrease in Russian sales was an increase in domestic radar detector sales because of strong demand for the company's new, proprietary line of 6 Band radar detectors. A drop in telecommunications product sales, because remaining 25-channel inventories were phased out to make room for the new line of 900MHz cordless telephones, also contributed to the second quarter decrease in sales. Gross margin for the second quarter of 1998 increased to 24.3% from 19.3% the prior year's quarter. The increase in margin is primarily due to a higher proportion of sales of Soundtracker CB radios and 6 Band detectors, which command premium prices in the marketplace. Selling, general and administrative expenses decreased $51,000 in the second quarter of 1998 from the same period a year ago. However, these expenses increased as a percentage of sales as the company continued to invest significantly in new product development, retail account expansion and distribution channel gains. Also, because selling expenses associated with international sales, which accounted for the majority of the drop in sales volume, are substantially lower in comparison to domestic selling expenses, these expenses did not drop proportionately. Offsetting these higher selling expenses was the fact that, in the second quarter of 1997, the company recorded a charge of $286,000 to reduce advertising credits to their net realizable value. Interest expense for the current quarter decreased $28,000 compared to the prior year's second quarter, primarily due to lower borrowing costs because of a new credit agreement, which the company entered into in February 1998. Other income for the second quarter of 1998 was $178,000 compared to other income of $9,000 in the prior year. Higher interest income from the cash surrender value of life insurance was the main contributor. Six Months 1998 vs. Six Months 1997 - ----------------------------------- For the six months ended June 30, 1998, the company's net income increased to $1.5 million, or $0.23 per diluted share, from net income of $1.3 million, or $0.21 per diluted share for the year earlier period. Sales for the six months ended June 30, 1998 decreased $3.8 million, or 8%, to $43.6 million from $47.4 million for the six months ended June 30, 1997. Mobile electronics sales decreased 9.5% due mainly to lower radar detector sales to Russia as mentioned above. Partially offsetting the decrease was increased domestic sales of radar detectors and sales of family radio service communicators and power inverters, which were introduced in the second and third quarters of last year. Gross margin increased to 22.3% for the six months ended June 30, 1998 from 19.4% in the prior year period primarily due to a higher proportion of sales of Soundtracker CB radios and 6 Band radar detectors, which command premium prices in the marketplace. Selling, general and administrative expenses increased $552,000 for the first half of 1998 from the same period a year ago, and, as a percentage of net sales, increased to 18% from 15.4% for the first half of 1997. This was because the company has invested significantly in new product development, retail account expansion and distribution channel gains. Partially offsetting the increase is the fact that, in the first half of 1997, the company recorded a charge of $574,000 to reduce advertising credits to their net realizable value. Interest expense for the period decreased $52,000 compared to the prior year due to a more favorable bank agreement. Other income increased $152,000 for the six months ended June 30, 1998 mainly because of increased interest income on the cash surrender value of life insurance. LIQUIDITY AND CAPITAL RESOURCES Operating activities used cash of $1.8 million during the six months ended June 30, 1998. The increase in receivables reflects mainly a reduction in a reserve for a volume rebate, which certain customers earned in 1997 by meeting certain sales goals and which was paid during the first quarter of 1998. Accounts payable decreased due to a decrease in unpaid letters of credit. Accrued liabilities decreased primarily due to a decrease in warranty reserves resulting from lower return rates and the lower sales volume in the first half of 1998 compared to the last half of 1997. Cash flow provided by and used for financing activities primarily reflects changes in the company's borrowing requirements under its line-of-credit agreement. At June 30, 1998 the company had approximately $9.2 million of unused credit line. During 1996, the company received notice from the Internal Revenue Service asserting deficiencies in federal excise tax. The excise tax relates to the use of ozone-depleting chemicals ("ODC'S"). The company had protested the deficiencies and had filed an environmental excise tax protest. During the first quarter of 1998, the company was notified by the Internal Revenue Service that there are no deficiencies in the company's federal excise tax returns and the contingency footnoted in the 1997 10-K has been eliminated. 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 1997 Annual Meeting of Shareholders was held on May 12, 1998. b) The following persons were elected as Class III Directors of the Company to serve until the 2001 Annual Meeting of Shareholders: Name Votes for Votes withheld ------------- --------- -------------- William P. Carmichael 5,001,838 41,155 Carl Korn 5,016,102 26,981 The Class I directors continuing in office until the 1999 Annual Meeting of Shareholders are James R. Bazet, Jerry Kalov, and Harold D. Schwartz. The Class II directors continuing in office until the 2000 Annual meeting of Shareholders are Samuel B. Horberg and Gerald M. Laures. c) The Cobra Electronics Corporation 1998 Stock Option Plan was approved: Votes For Votes Against Votes Abstained --------- ------------- --------------- 4,848,445 166,721 27,827 Because brokers had discretionary authority to vote with respect to each matter submitted to shareholders, no broker non votes were tabulated. 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 /S/ Gerald M. Laures ------------------------ Gerald M. Laures Vice President - Finance, and Corporate Secretary Dated: August 14, 1998