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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 September 30, 1998.
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the transition period from to .
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Commission File Number: 016441
CODE - ALARM, INC.
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(Exact name of registrant as specified in its charter)
MICHIGAN
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(State or other jurisdiction of
incorporation or organization)
38-2334698
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(I.R.S. Employer
Identification No.)
950 EAST WHITCOMB, MADISON HEIGHTS, MICHIGAN 48071
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(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code): 248-583-9620
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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
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The number of shares outstanding of the registrants common stock,
without par value, as of November 13, 1998 is 2,320,861.
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INDEX
Page No.
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Part I. - Financial Information
Consolidated Condensed Balance Sheets-
As of September 30, 1998 (Unaudited) and December 31, 1997 3
Consolidated Condensed Statements of Operations (Unaudited) -
Three months ended September 30, 1998 and 1997, and nine months 4
ended September 30, 1998 and 1997
Consolidated Condensed Statements of Cash Flows (Unaudited) -
Nine months ended September 30, 1998 and 1997 5
Notes to Consolidated Condensed Financial Statements 6
Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
Part II. - Other Information 11
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PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CODE-ALARM, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(IN THOUSANDS)
September 30,
1998 December 31,
ASSETS (Unaudited) 1997
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Cash and cash equivalents $ 67 $ 36
Accounts receivable, less allowance for doubtful accounts
(September 30, 1998 and December 31, 1997, of $1,480 and $1,073, respectively) 4,619 5,615
Inventories 4,054 4,291
Refundable income taxes 932 950
Other 285 503
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Total current assets 9,957 11,395
Property and equipment, net of accumulated depreciation 1,845 2,444
Excess of cost over net assets acquired, net 300 320
Other intangibles, net 161 424
Other 1,238 1,479
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Total assets $ 13,501 $ 16,062
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LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Accounts payable $ 4,268 $ 5,545
Accrued expenses 2,340 2,040
Current portion of long-term debt 159 797
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Total current liabilities 6,767 8,382
Long-term debt 18,345 6,574
Reserve for litigation 10,000
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Total liabilities 25,112 24,956
Redeemable preferred stock 7,000 7,000
Shareholders' equity (deficit):
Common stock 12,213 12,213
Additional paid in capital 4,179 4,179
(Accumulated deficit) (35,003) (32,286)
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Total shareholders' equity (deficit) (18,611) (15,894)
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Total liabilities and shareholders' equity (deficit) $ 13,501 $ 16,062
====================== ==================
See accompanying notes to consolidated condensed financial statements.
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CODE-ALARM, INC.
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS, EXCEPT FOR PER SHARE DATA)
Three Months Ended Nine Months Ended
September 30 September 30
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1998 1997 1998 1997
---- ---- ---- ----
Net sales $ 8,202 $ 12,590 $ 32,609 $ 41,004
Cost of sales 5,701 8,268 21,626 25,831
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Gross profit 2,501 4,322 10,983 15,173
Operating expenses:
Sales and marketing 1,582 1,851 5,058 5,852
Engineering 466 348 1,284 1,194
General and administrative 925 2,516 3,640 7,029
Impairment of goodwill 1,163 1,536
Restructuring charge 536 536
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2,973 6,414 9,982 16,147
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Income (loss) from operations (472) (2,092) 1,001 (974)
Other expense:
Interest expense 557 440 1,470 1,152
Litigation expense 450 2,376 1,533 2,376
Other - net 174 308 190 315
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1,181 3,124 3,193 3,843
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Income (loss) before income taxes (1,653) (5,216) (2,192) (4,817)
Income taxes
-------- -------- -------- --------
Net income (loss) (1,653) (5,216) (2,192) (4,817)
Preferred stock dividends 175 525
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Net income (loss) applicable to common stock $ (1,828) $ (5,216) $ (2,717) $ (4,817)
======== ======== ======== ========
Basic earnings (loss) per share $ (0.79) $ (2.25) $ (1.17) $ (2.08)
======== ======== ======== ========
Weighted average common
shares outstanding 2,321 2,321 2,321 2,321
======== ======== ======== ========
Diluted earnings (loss) per share $ (0.79) $ (2.25) $ (1.17) $ (2.08)
======== ======== ======== ========
Weighted average common and dilutive
shares outstanding 2,321 2,321 2,321 2,321
======== ======== ======== ========
See accompanying notes to consolidated condensed financial statements.
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CODE-ALARM, INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
Nine Months Ended September 30
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1998 1997
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Cash flows from operating activities (Note 5) $ (10,116) $ (3,836)
Cash flows from investing activities:
Capital expenditures (658) (216)
Cash flows from financing activities:
Issuance of term note 10,000
Payments on term notes and capitalized lease obligations (1,162) (231)
Net advances on revolving line of credit 2,295 4,336
Preferred stock dividends paid (328)
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Net increase in cash and cash equivalents 31 53
Cash and cash equivalents, beginning of period 36 45
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Cash and cash equivalents, end of period $ 67 $ 98
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Supplemental disclosures of cash flow information:
Cash paid during the nine month period for:
Interest $ 1,052 $ 1,693
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Income taxes $ 25
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See accompanying notes to consolidated condensed financial statements.
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CODE-ALARM, INC
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1. The consolidated condensed interim financial statements reflect all
adjustments, which in the opinion of management are necessary to fairly
state results for the interim periods, presented. All adjustments are of a
normal and recurring nature, except for litigation expense of $450,000 and
$1.5 million for the three and nine month periods ended September 30, 1998,
respectively, and items of litigation expense, impairment of goodwill, and
a restructuring charge totaling $4.1 million and $4.4 million for the three
and nine month periods ended September 30, 1997, respectively. Results of
operations for the interim periods presented are not necessarily indicative
of results to be expected for the fiscal year.
The Company has been involved in various matters of litigation, including
those more fully described in "Legal Proceedings" in Part II of this Form
10Q.
On January 1, 1998, the Company adopted Financial Accounting Standards
Board Statement No. 130, "Reporting Comprehensive Income." During the
periods presented, the Company had no elements of comprehensive income.
Accordingly, a Statement of Comprehensive Income has not been provided as
comprehensive income equals net income for all 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:
September 30, 1998 December 31
(Unaudited) 1997
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Raw materials $ 3,474 $ 3,425
Work in process 439 680
Finished goods 141 186
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$ 4,054 $ 4,291
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4. On October 1, 1998, the Company amended its credit agreement with its
senior lender. The amendment provided for the deferral of quarterly
installments under its term loans for one year, beginning October 1, 1998,
modified certain of its provisions, including restricting the payment of
all cash dividends during a quarter in which a principal payment has been
deferred, and waived certain defaults.
The deferral of quarterly payments total $1.5 million, which is payable
October 2000, or upon termination of the credit agreement, if earlier.
5. In July 1997, the Company was found to infringe upon a patent involving a
shock sensing device, and in March 1998 the Court entered a final amended
judgment for approximately $9.3 million. The Company recorded a reserve at
December 31, 1997, in the amount of $10 million to provide for damages and
other costs. On March 5, 1998, the Company posted a bond with the Court in
the amount of $9.3 million to permit an appeal of the judgment against the
Company. The bond was secured by an irrevocable letter of credit provided
by the Company's senior lender and guaranteed by the holders of the
Company's Series A-1 Preferred Stock.
On June 1, 1998, the Company entered into a comprehensive worldwide
settlement agreement and mutual release with the prevailing party in the
above judgment, whereby each party released any and all pending claims,
counterclaims, third-party claims, appeals and cross-appeals against the
other in exchange for payment of $10 million by the Company. Payment was
made on June 19, 1998, with proceeds from a term loan provided for under
the terms of the Company's credit agreement. The payment is reflected in
the Consolidated Condensed Financial Statements of Cash Flows for the
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nine months ended September 30, 1998 within "Cash flows from operating
activities." The holders of Series A-1 Preferred Stock have guaranteed
payment of the term loan. In return for the above guarantees, the Company
issued to the holders of its Series A-1 Preferred Stock warrants to
acquire 7,026,790 shares of the Company's Common Stock. These warrants have
an average exercise price of $.47 per share and expire in 2004.
The Company has not yet determined the potential financial impact of the
guarantees on its financial statements, and as of September 30, 1998, no
amount has been recorded with respect to these guarantees.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
Results of Operations
The Company's sales from U.S. operations were down $5.9 million, or 15.3%,
to $32.6 million for the nine months ended September 30, 1998, as compared
to $38.5 million for the nine months ended September 30, 1997. Consolidated
sales for the nine month period ended September 30, 1997, also included
$2.5 million from the Company's discontinued European operations. Sales
for the third quarter ended September 30, 1998, were $8.2 million compared
to $12.6 million for the comparable period of 1997. Contributing to the
decline during the three and nine month periods was the prolonged weakness
in several of the Company's key overseas markets, including Asia, South
America, and Russia, the General Motors strike during the second and third
quarters of this year, and increased price competition in the retail
aftermarket. The Company's sales to original equipment manufacturers
("OEM"), both direct and to dealers, during the nine months ended September
30, 1998, maintained last year's strong levels excluding the effects of the
strike.
For the nine months ended September 30, 1998, consolidated gross profit
percentage was 33.7% as compared to 37.0% for the comparable nine month
period in 1997. The percentage for the nine month period ended September
30, 1998, was negatively affected by the lower sales volumes, higher
warranty costs, impact of the consolidation of U.S. operations on the
production processes, and new product introductions in the third quarter.
Consolidated operating expenses for the first nine months of 1998 decreased
$6.2 million, or 38.2%, to $10.0 million as compared to $16.1 million for
the first nine months of 1997. This decrease was primarily due to the
discontinued European operations and related costs, the consolidation of
U.S. operations and associated restructuring costs, 1997 charge for the
impairment of goodwill, and lower sales level in 1998.
As a result, the Company reported operating income for the nine months
ended September 30, 1998, of $1.0 million as compared to an operating loss
of $1.0 million for the comparable period in 1997.
Interest expense was up 27.6% for the nine months ended September 30, 1998,
as compared to the nine month period ended September 30, 1997. The increase
was primarily due to the cost associated with the senior debt refinancing
in October 1997, and additional borrowings resulting from the $10 million
judgment and settlement relating to the patent infringement claim.
Other non-operating expenses for both 1998 and 1997 include litigation
expense associated with reserves for legal settlements and their related
defense costs. The costs for 1998 were partially offset by $1 million in
proceeds received by the Company from the settlement of patent infringement
claims.
The Company has determined that any income tax benefit resulting from
current and prior year operating losses is not currently recognizable for
the nine month period ended September 30, 1998.
As a result of the foregoing, the Company recorded a net loss before
preferred stock dividends for the nine months ended September 30, 1998, of
$2,192,000, compared to a net loss of $4,817,000 for the nine months ended
September 30, 1997. Net loss after preferred stock dividends was
$2,717,000, or $1.17 basic and diluted loss per share, versus $4,817,000,
or $2.08 basic and diluted loss per share, for the nine month period ended
September 30, 1997.
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Liquidity and Capital Resources
The Company's consolidated working capital improved slightly at September
30, 1998 to $3.2 million as compared to $3 million at December 31, 1997. In
addition, the current ratio (current assets divided by current liabilities)
also improved as of September 30, 1998, to 1.47 to 1 compared to 1.36 to 1
at December 31, 1997.
Cash used in operating activities for the nine months ended September 30,
1998, was $10.1 million , which included payment of the $10 million
settlement of the patent infringement claim, financed by a term loan
provided for under the Company's credit agreement. Additional financing by
the Company under its line of credit was used to finance capital
expenditures of $658,000, and short term working capital needs. For the
three month period ended September 30, 1998, the Company generated $332,000
cash flow from operating activities.
The Company amended and restated its credit agreement with its senior
lender as of March 4, 1998, and further amended the agreement as of April
8, 1998, in order to allow the Company the right to utilize the letter of
credit facility for the Detroit Litigation judgment, both the initial
judgment and for any additional judgment amount, the right to draw on the
letter of credit and utilize an additional term loan, to waive certain
defaults (including those that existed at December 31, 1997), to correct
certain disclosures and to modify certain provisions. Since April 8, 1998,
the credit agreement has been amended (most recently October 1, 1998), to
provide for the deferral of quarterly installments under its term loans for
one year, beginning October 1, 1998, to modify certain of its provisions,
including restricting the payment of all cash dividends during a quarter in
which a principal payment has been deferred, to provide for the adoption of
a certain stock option plan, to request funding for the settlement as it
relates to the Detroit Litigation judgment, to waive certain financial
covenant violations and other compliance requirements, and to correct
certain disclosures.
On March 5, 1998, the Company posted a bond with the Court in the amount of
$9.3 million to permit an appeal of the Detroit Litigation judgment against
the Company. The bond was secured by an irrevocable letter of credit
provided by the Company's senior lender and guaranteed by the holders of
the Company's Series A-1 Preferred Stock. On June 1, 1998, the Company
entered into a comprehensive worldwide settlement agreement and mutual
release as it relates to the above judgment in exchange for payment of $10
million by the Company. Payment was made on June 19, 1998, with proceeds
from a new term note. The holders of Series A-1 Preferred Stock have
guaranteed payment of this new term loan. In return for the above
guarantees, the Company issued to the holders of its Series A-1 Preferred
Stock warrants to acquire 7,026,790 shares of the Company's Common Stock.
These warrants have an average exercise price of $.47 per share and expire
in 2004.
As of September 30, 1998, the Company's outstanding revolving line of
credit was $7.5 million. As of November 10, 1998, $6.3 million of the $12
million revolving credit facility was outstanding. The reduction from
quarter end was due to the Company's receipt of an $1.1 million income tax
refund. Under the revolving line of credit, $6.0 million was borrowed at
the LIBOR based interest rate.
Year 2000
The Company is completing an evaluation of the actions necessary to ensure
that its business critical computer information systems will be able to
function without disruption with respect to the application of the dating
systems in the Year 2000. Upon completion, the Company will be in a
position to evaluate the extent to which it must upgrade, replace and test
certain of its information and other computer systems so as to be able to
operate without disruption due to Year 2000 issues. Although a final
timetable is not in place, the Company does anticipate completion of
substantially all work prior to the third quarter of 1999. Based upon the
status of our current evaluation, the Company does not anticipate that the
costs associated with Year 2000 compliance will be material to the
Company's results of operations and financial position. Costs associated
with the compliance process are being capitalized to the extent that they
meet the Company's capitalization policy; otherwise they are expensed as
incurred.
If the Company is unable to complete actions in the planned timeframe,
contingency plans
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will be developed to address those business critical systems, which may not
yet be Year 2000 compliant. In addition, disruptions with respect to the
computer systems of vendors or customers, which systems are outside the
control of the Company, could impair the Company's ability to obtain
necessary materials or products to sell or to service their customers.
Disruptions of the Company's computer systems, or the computer systems of
the Company's vendors or customers, as well as the costs of avoiding such
disruption, could have a material adverse impact upon the Company's
financial condition and results of operations.
As part of the continuing assessment process, the Company will develop
contingency plans for dealing with business critical systems, vendors, and
customers. These plans are expected to be completed during the first
quarter of 1999.
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PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
The following cases were settled in the manner disclosed in
Code-Alarm's Form 10-Q for the quarter ended June 30, 1998: Code-Alarm, Inc. v.
Directed Electronics Inc., Case No. 87-CV-74022-DT, United States District
Court, Eastern District of Michigan; Code-Alarm, Inc. v. Directed Electronics,
Inc., Case No. A-95-CV-437JN, United States District Court, Western District of
Texas, Austin Division; Directed Electronics, Inc. v. Code-Alarm, Inc., Case No.
95-0513 BTM (CGA), United States District Court for the Southern District of
California; Directed Electronics, Inc. v. Code-Alarm, Inc., Rand Mueller and
Peter J. Stouffer, Case No. 96-659 BTM (CGA), United States District Court for
the Southern District of California; Directed Electronics, Inc. v. TSI Security
Acquisition Corp., United States District Court, Southern District of
California, Case No. 93-1050 BTM, in which Code-Alarm, Inc., by assignment,
replaced TSI Security Acquisition Corp. as the defendant and counterclaimant.
TSI Security Acquisition Corp. challenged the Company's attempt to dismiss Case
No. 93-1050 BTM and sought to continue that case in the place of Code-Alarm,
Inc. In July 1998, the Court of Appeals for the Federal Circuit dismissed Case
No. 93-1050 BTM.
TSI Security Acquisition Corp. v. Code-Alarm, Inc. was filed on August
21, 1998, in the Supreme Court for the County of New York, and on September 17,
1998, Code-Alarm removed the action to the United States District Court for the
Southern District of New York, Case No. 98-CIV-6586 (JSR). A tentative agreement
to settle this case has been reached. If the settlement does not occur, the
Company intends to vigorously defend this case. There can be no assurance that
the Company will prevail in this case or as to the amount of damages to which it
may be subject if it does not prevail.
Aureo Rivera Davila and Aureo E. Rivera v. Magna Holding Company et
al., Case No. 97C1909, filed March 20, 1997, in the U.S. District Court,
Northern District of Illinois, Eastern Division. Plaintiffs seek enforcement
against the Company of a $19.4 million default judgment entered by the court on
July 26, 1990, against Chapman Industries Corp. ("Industries") for alleged
patent infringement. With accumulated interest, the amount of the default
judgment is now approximately $30 million. A subsidiary of the Company purchased
certain assets from LaSalle National Bank ("LaSalle") on January 19, 1990, in a
private sale conducted by LaSalle under Section 9-504 of the Illinois Uniform
Commercial Code to dispose of collateral securing a defaulted loan made by
LaSalle to Chapman Products, Inc. ("Products"). Plaintiffs allege that the
assets were acquired by Products from Industries. Plaintiffs claim that the sale
of assets to the subsidiary of the Company was a fraudulent conveyance and that
the Company is a successor in interest to the liability of Industries for the
default judgment. The Company has tendered the defense of this action to LaSalle
pursuant to the indemnification terms contained in its purchase agreement with
LaSalle. LaSalle has agreed to pay for up to 50% of the defense, but has refused
to assume the full defense. The Company, through its counsel, filed a Motion to
Dismiss, which was denied by the court. The Company intends to vigorously defend
this case, but there can be no assurance that the Company will prevail in this
case or as to the amount of damages to which it may be subject if it does not
prevail.
No other reportable changes have taken place in regard to the legal
proceedings disclosed in the registrant's report on Form 10-K for the fiscal
year ended December 31, 1997, or reports on Form 10-Q for the quarters ended
March 31 or June 30, 1998, or report on Form 8-K dated June 16, 1998.
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to a vote of security holders during the
quarter ended September 30, 1998.
ITEM 5. OTHER INFORMATION
On May 21, 1998, the Securities and Exchange Commission adopted an
amendment to Rule 14a-4, as promulgated under the Securities Exchange Act of
1934. The amendment to Rule 14a-4 (c) (1) governs the Company's use of its
discretionary proxy voting authority with respect to a shareholder proposal
which the shareholder has not sought to include in the Company's proxy
statement. The new amendment provides that if a proponent of a proposal fails to
notify the company at least 45 days prior to the month and day of mailing of the
prior year's proxy statement, then the management proxies will be allowed to use
their discretionary voting authority when the proposal is raised at the meeting,
without any discussion of the matter in the proxy statement.
With respect to the Company's 1999 Annual Meeting of Shareholders, if
the Company is not provided notice of a shareholder proposal, which the
shareholder has not previously sought to include in the Company's proxy
statement, by December 29, 1998, the management proxies will be allowed to use
their discretionary authority as outlined above.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
Exhibit
Number Description
10.1.7 Waiver No. 6 to Credit Agreement dated as of August 14, 1998,
by and among the Company, the other Credit Parties from time
to time party to the Credit Agreement, the financial
institutions from time to time party to the Credit Agreement
(the "Lenders"), and General Electric Capital Corporation
("GECC") in its individual capacity and as agent for the
Lenders.
10.1.8 Amendment No. 4, Waiver No. 7, and Consent No. 2 to Credit
Agreement and Other Loan Documents dated as of October 1,
1998, by and among the Company, the other Credit Parties from
time to time party to the Credit Agreement, the financial
institutions from time to time party to the Credit Agreement
(the "Lenders"), the financial institutions from time to time
party to the Litigation L/C Agreement (the "Term Lenders"),
and General Electric Capital Corporation ("GECC") in its
individual capacity as a "Lender," a "Term Lender," and as
agent for the Lenders and the Term Lenders.
11 Statement regarding Computation of Per Share Earnings.
27 Financial Data Schedule.
(b) During the quarter ended September 30, 1998, there were no
reports on Form 8-K filed. On November 9, 1998, the Company
filed a Current Report on Form 8-K dated November 2, 1998,
containing Item 4 disclosures.
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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.
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(Registrant)
Date: November 16, 1998 /s/ Rand W. Mueller
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Rand W. Mueller
President
Date: November 16, 1998 /s/ Craig S. Camalo
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Craig S. Camalo
Vice President of Finance
(Chief Financial Officer)
(Principal Accounting Officer)
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EXHIBIT INDEX
10.1.7 Waiver No. 6 to Credit Agreement dated as of August 14, 1998,
by and among the Company, the other Credit Parties from time
to time party to the Credit Agreement, the financial
institutions from time to time party to the Credit Agreement
(the "Lenders"), and General Electric Capital Corporation
("GECC") in its individual capacity and as agent for the
Lenders.
10.1.8 Amendment No. 4, Waiver No. 7, and Consent No. 2 to Credit
Agreement and Other Loan Documents dated as of October 1,
1998, by and among the Company, the other Credit Parties from
time to time party to the Credit Agreement, the financial
institutions from time to time party to the Credit Agreement
(the "Lenders"), the financial institutions from time to time
party to the Litigation L/C Agreement (the "Term Lenders"),
and General Electric Capital Corporation ("GECC") in its
individual capacity as a "Lender," a "Term Lender," and as
agent for the Lenders and the Term Lenders.
11 Statement regarding Computation of Per Share Earnings.
27 Financial Data Schedule.