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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2000
Commission File Number 000-30138
ROCKFORD CORPORATION
(Exact Name of Registrant as Specified in its Charter)
ARIZONA 86-0394353
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
546 South Rockford Drive 85281
Tempe, Arizona (Zip Code)
(Address of Principal Executive Offices)
(480) 967-3565
Registrant's Telephone Number, Including Area Code
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
Indicate the number of shares of each of the issuer's classes of common stock,
as of the latest practical date:
As of September 30, 2000, there were 7,922,924 shares of Common Stock,
$.01 par value per share, outstanding.
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ROCKFORD CORPORATION
TABLE OF CONTENTS
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Part I: Financial Information
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets - 3
September 30, 2000 and December 31, 1999
Condensed Consolidated Income Statements - 4
Three and Nine Months Ended September 30, 2000 and 1999
Condensed Consolidated Statements of Shareholders' Equity - 5
September 30, June 30, March 31, 2000 and December 31, 1999
Condensed Consolidated Statements of Cash Flows - 6
Nine Months Ended September 30, 2000 and 1999
Notes to Condensed Consolidated Financial Statements 7
September 30, 2000
Item 2. Management's Discussion and Analysis of Financial 8
Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk 13
Part II: Other Information
Item 2. Changes in Securities and Use of Proceeds 14
Item 6. Exhibits and Reports on Form 8-K 14
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
ROCKFORD CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
SEPT. 30, DECEMBER 31,
2000 1999
---------- ------------
(UNAUDITED) (NOTE)
(IN THOUSANDS)
ASSETS
Current assets:
Cash and cash equivalents $ 5,571 $ 917
Accounts receivable, less allowances of $1,820,000 and $1,830,000 at
September 30, 2000 and December 31, 1999, respectively 29,826 21,081
Inventories, net 18,252 14,926
Deferred income taxes 3,805 3,661
Prepaid expenses and other 2,653 2,682
------- -------
Total current assets 60,107 43,267
Property and equipment, net 5,620 5,541
Goodwill, net 2,315 2,108
Other assets 1,227 1,231
------- -------
$69,269 $52,147
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 8,002 $ 7,442
Accrued salaries and incentives 3,544 5,068
Accrued warranty 4,383 3,512
Income taxes payable 1,816 319
Other accrued expenses 4,858 4,287
Current portion of long-term debt 1,182 1,420
------- -------
Total current liabilities 23,785 22,048
Notes payable and long-term debt, less current portion 0 16,565
Capital lease obligations, less current portion 423 777
Shareholders' equity:
Common stock, $.01 par value - authorized 40,000,000 shares; 7,922,924
and 4,753,146 shares issued and outstanding at September 30, 2000 and
December 31, 1999, respectively 79 48
Additional paid-in capital 29,237 3,686
Retained earnings 15,680 8,685
Accumulated other comprehensive income 65 338
------- -------
Total stockholders' equity 45,061 12,757
------- -------
$69,269 $52,147
======= =======
Note: The balance sheet at December 31, 1999 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements.
See notes to condensed consolidated financial statements.
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ROCKFORD CORPORATION
CONDENSED CONSOLIDATED INCOME STATEMENTS (UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPT. 30, SEPT. 30,
2000 1999 2000 1999
---- ---- ---- ----
(IN THOUSANDS, EXCEPT PER SHARE DATA)
Revenues $ 36,370 $ 31,205 $116,095 $ 97,116
Cost of goods sold 24,491 19,030 73,165 59,251
-------- -------- -------- --------
Gross profit 11,879 12,175 42,930 37,865
Sales, general and administrative expenses 9,223 9,134 30,962 27,753
-------- -------- -------- --------
Operating income 2,656 3,041 11,968 10,112
Interest and other expense 79 485 813 1,330
-------- -------- -------- --------
Income before tax 2,577 2,556 11,155 8,782
Income tax expense 925 1,000 4,160 3,406
-------- -------- -------- --------
Net income $ 1,652 $ 1,556 $ 6,995 $ 5,376
======== ======== ======== ========
Net income per share:
Basic $ 0.21 $ 0.33 $ 1.08 $ 1.17
======== ======== ======== ========
Diluted $ 0.19 $ 0.25 $ 0.90 $ 0.86
======== ======== ======== ========
Weighted average shares used in computation:
Basic 7,810 4,748 6,503 4,589
======== ======== ======== ========
Diluted 8,643 6,279 7,794 6,276
======== ======== ======== ========
See notes to condensed consolidated financial statements.
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ROCKFORD CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED)
ACCUMULATED
COMMON STOCK ADDITIONAL OTHER
PAID-IN RETAINED COMPREHENSIVE
SHARES AMOUNT CAPITAL EARNINGS INCOME TOTAL
------ ------ ------- -------- ------ -----
(IN THOUSANDS)
Balance at December 31, 1999 4,753 $ 48 $ 3,686 $ 8,685 $ 338 $12,757
Currency translation (80) (80)
Net income 1,927 1,927
-------
Comprehensive income 1,847
Exercise of warrants 68 44 44
------- ------- ------- ------- ------- -------
Balance at March 31, 2000 4,821 48 3,730 10,612 258 14,648
Currency translation (14) (14)
Net income 3,416 3,416
-------
Comprehensive income 3,402
Initial public offering, less expenses 2,543 25 24,164 24,189
Conversion of sub-debentures 114 1 277 278
Exercise of stock options 42 1 145 146
------- ------- ------- ------- ------- -------
Balance at June 30, 2000 7,520 75 28,316 14,028 244 42,663
Currency translation (179) (179)
Net income 1,652 1,652
-------
Comprehensive income 1,473
Less additional expenses of initial (70) (70)
public offering
Conversion of sub-debentures 286 3 695 698
Exercise of stock options 117 1 296 297
------- ------- ------- ------- ------- -------
Balance at September 30, 2000 7,923 $ 79 $29,237 $15,680 $ 65 $45,061
======= ======= ======= ======= ======= =======
See notes to condensed consolidated financial statements.
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ROCKFORD CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
NINE MONTHS ENDED
SEPT. 30,
2000 1999
---- ----
(IN THOUSANDS)
OPERATING ACTIVITIES
Net income $ 6,995 $ 5,376
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 2,881 1,611
Gain on sale of property and equipment (3) 1
Provision for doubtful accounts 387 650
Provision for inventory 875 639
Minority Interest 0 (21)
Changes in operating assets and liabilities:
Accounts receivable (9,132) (6,399)
Inventories (4,201) (2,604)
Prepaid expenses and other assets (114) (1,500)
Accounts payable 559 (56)
Accrued salaries and incentives (1,524) 1,570
Accrued warranty 871 (131)
Income taxes payable 1,497 (861)
Other accrued expenses 571 3,037
-------- --------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (338) 1,312
INVESTING ACTIVITIES
Purchases of property and equipment (2,960) (1,630)
Proceeds from sale of property and equipment 3 18
Acquisition of business, net of cash acquired 0 (1,555)
Increase in other assets (203) (511)
-------- --------
NET CASH USED IN INVESTING ACTIVITIES (3,160) (3,678)
FINANCING ACTIVITIES
Proceeds from (payments on) note payable (15,970) 3,430
Proceeds from (payments on) other long-term debt 272 (415)
Proceeds from the exercise of warrants and stock options 487 169
Proceeds from sale of capital stock 24,119 0
Payments on capital lease obligations (483) (400)
-------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES 8,425 2,784
EFFECT OF EXCHANGE RATE CHANGES ON CASH (273) 209
-------- --------
INCREASE IN CASH AND CASH EQUIVALENTS 4,654 627
Cash and cash equivalents at beginning of period 917 470
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 5,571 $ 1,097
======== ========
See notes to condensed consolidated financial statements.
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Rockford Corporation
Notes to Condensed Consolidated Financial Statements (Unaudited)
September 30, 2000
1. BASIS OF PRESENTATION
We have prepared our unaudited condensed consolidated financial statements in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Article 10 of Regulation
S-X. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included.
Operating results for the three-month periods and nine-month periods ended
September 30, 2000 are not necessarily indicative of the results that may be
expected for the year ended December 31, 2000.
For further information, refer to the consolidated financial statements and
footnotes for the year ended December 31, 1999 included in our final prospectus
filed with the SEC on April 20, 2000, SEC Registration No. 333-79285. This
document is available by searching the SEC's EDGAR Database at www.sec.gov.
2. INVENTORIES
Inventories consist of the following at:
SEPT. 30, DECEMBER 31,
2000 1999
---- ----
(IN THOUSANDS)
Raw materials $ 6,505 $ 5,578
Work-in-progress 827 647
Finished goods 12,472 10,350
-------- --------
19,804 16,575
Less allowances for reserves (1,552) (1,649)
-------- --------
$ 18,252 $ 14,926
======== ========
3. EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted pro forma
net income per share:
THREE MONTHS ENDED NINE MONTHS ENDED
SEPT. 30, SEPT. 30,
2000 1999 2000 1999
---- ---- ---- ----
Numerator: (IN THOUSANDS, EXCEPT PER SHARE DATA)
Net income $1,652 $1,556 $6,995 $5,376
Effect of dilutive securities interest impact
of convertible debentures 1 13 24 58
------ ------ ------ ------
Numerator for diluted net income per share,
income available to common Stockholders after
assumed conversions 1,653 1,569 7,019 5,434
====== ====== ====== ======
Denominator:
Denominator for basic net income per share,
weighted average shares 7,810 4,748 6,503 4,589
Effect of dilutive securities:
Employee stock options 798 1,050 1,030 1,073
Warrants 4 74 14 78
Convertible debentures 31 407 247 536
------ ------ ------ ------
Dilutive potential common shares 833 1,531 1,291 1,687
------ ------ ------ ------
Denominator for diluted net income per share,
adjusted weighted average shares and
assumed conversions 8,643 6,279 7,794 6,276
====== ====== ====== ======
Basic net income per share $ 0.21 $ 0.33 $ 1.08 $ 1.17
====== ====== ====== ======
Diluted net income per share $ 0.19 $ 0.25 $ 0.90 $ 0.86
====== ====== ====== ======
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Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
This discussion and analysis of financial condition and results of operations
should be read in conjunction with the unaudited condensed consolidated
financial statements and the related disclosures included elsewhere in this
report. For further information, please refer to Management's Discussion and
Analysis of Financial Condition and Results of Operations included as part of
our final prospectus filed with the SEC on April 20, 2000, SEC Registration No.
333-79285.
FORWARD-LOOKING STATEMENTS
From time to time, in this report and in other written reports and oral
statements we make, we will refer to expectations about our future performance.
The words "anticipates," "plans," "believes," "estimated," "intends," "expects,"
"projects" and similar expressions are intended to identify forward-looking
statements, although not all forward-looking statements contain such words.
Our forward-looking statements include but are not limited to our statements
about:
- business strategy and competitive challenges;
- growth strategy;
- productivity and profitability enhancement plans;
- new product service introductions; and
- liquidity and capital resources.
Our statements are based on information currently known to our management and on
our management's beliefs and assumptions. They involve various risks and
uncertainties, some beyond our control, including the risks and uncertainties
identified in the "Risk Factors" section of our final prospectus filed with the
SEC on April 20, 2000, SEC Registration No. 333-79285. We encourage you to
review the "Risk Factors" section for a discussion of some of these risks and
uncertainties. Our actual results could differ materially from those expressed
in our forward-looking statements for any of these reasons or for other reasons
that we do not foresee.
We have undertaken no obligation to publicly update or revise our
forward-looking statements, whether as a result of new information, future
events or otherwise.
OVERVIEW
History
Rockford is a designer, manufacturer and distributor of high performance mobile
audio systems under the "Rockford Fosgate" and "Lightning Audio" brand names for
the worldwide mobile audio aftermarket. Rockford also sells professional audio
and home theater products under the "Hafler" brand name.
Rockford has manufacturing facilities in Tempe, Arizona and Grand Rapids,
Michigan; warehousing operations in Singapore; and sales and warehousing
operations in Japan and Germany.
Business
We generated over 98% of our sales through the third quarter of 2000 from our
mobile audio products. We recognize revenues from sales when we ship products to
the distributor or dealer. Sales are reported net of discounts and returns.
Related expenses, such as commissions, bonuses, cooperative advertising
allowances to dealers and other program expenses, warranty expenses and bad debt
expenses, are accrued when the related sales are recognized. We have no other
significant obligations subsequent to shipment, as we
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do not install our products.
In the U.S., we sell our mobile audio products using commissioned independent
sales representative firms who are supported by our employee regional managers.
Internationally, we sell products in over 60 countries. In Japan, we sell
through a wholly owned subsidiary. In Canada and Germany (since 1999), and in
Austria (beginning in early 2000) we sell through commissioned independent sales
representatives. In other countries, we have established relationships with
independent distributors who purchase our products and resell them to retailers.
In March 1999, we began selling through Best Buy. Including its $4.4 million
initial purchase of our products to stock its distribution channel, Best Buy
accounted for 19.4% of our sales for the nine months ended September 30, 1999.
Best Buy sales accounted for 16.5% of our sales for the nine months ended
September 30, 2000. Our growth plan contemplates that Best Buy will continue to
account for a significant portion of our sales for the foreseeable future.
In June 1999, we acquired Lightning Audio, a manufacturer and distributor of
mobile audio accessories. In January 2000, at the Consumer Electronics Show, we
introduced a new line of amplifiers and subwoofers under the Lightning Audio
brand. We began shipping these new products to our dealers at the end of the
first quarter of 2000. In February, at the National Association of Music
Merchants Show (NAMM), we introduced our new line of C Series amplifiers, which
began shipping under the Hafler brand name at the end of first quarter 2000.
During the second quarter of 2000 we began shipping several new products and
technologies, including a new Dolby Surround Pro-Logic II processor, new MP3
changers and our newest digital amplifier. Although these products do not
represent a significant percentage of total sales, demand has exceeded our
expectations and we believe they will help maintain Rockford's position as a
technological leader in the industry.
RESULTS OF OPERATIONS
The following table shows, for the periods indicated, selected consolidated
statements of operations data expressed as a percentage of net sales:
THREE MONTHS ENDED NINE MONTHS ENDED
SEPT. 30, SEPT. 30,
2000 1999 2000 1999
---- ---- ---- ----
Net sales 100.0% 100.0% 100.0% 100.0%
Cost of goods sold 67.3 61.0 63.0 61.0
----- ----- ----- -----
Gross profit 32.7 39.0 37.0 39.0
Sales, general and administrative expenses 25.4 29.3 26.6 28.6
----- ----- ----- -----
Operating income 7.3 9.7 10.4 10.4
Interest and other expense, net 0.2 1.6 0.8 1.4
----- ----- ----- -----
Income before tax 7.1 8.1 9.6 9.0
Income tax expense 2.5 3.2 3.6 3.5
----- ----- ----- -----
Net income 4.6% 4.9% 6.0% 5.5%
===== ===== ===== =====
Cost of goods sold primarily consists of raw materials, direct labor and
manufacturing costs associated with production of our products as well as
warranty, warehousing and customer service expenses.
Sales, general and administrative expenses primarily consist of:
- Sales and marketing expenses - salaries, sales commissions and costs of
advertising, trade shows, distributor and sales representative
conferences and freight.
- General and administrative expenses - salaries, corporate-wide employee
incentive plan, facilities and other costs of our accounting, finance,
management information systems, administrative and executive departments,
as well as legal, accounting and other professional fees and expenses
associated with our business.
- Research and development expenses - salaries associated with our research
and development personnel.
Geographic Distribution of Sales
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Our sales by geographic region were as follows:
THREE MONTHS ENDED NINE MONTHS ENDED
SEPT. 30, SEPT, 30,
2000 1999 2000 1999
---- ---- ---- ----
(IN THOUSANDS) (IN THOUSANDS)
REGION:
United States $ 30,274 $ 26,607 $ 97,047 $ 82,779
Other Americas 1,823 1,101 6,484 4,456
Europe 2,197 1,774 5,968 5,703
Asia 2,076 1,723 6,596 4,178
-------- -------- -------- --------
Total sales (1) $ 36,370 $ 31,205 $116,095 $ 97,116
======== ======== ======== ========
(1)Sales are attributed to geographic regions based on the location of
customers. No single foreign country accounted for greater than 10% of our
sales.
In the following discussion, certain increases or decreases may differ due to
rounding.
NINE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
1999
Net Sales. Sales increased by $19 million, or 19.6%, to $116.1 million for the
nine months ended September 30, 2000 from $97.1 million for the nine months
ended September 30, 1999. The increase in sales was primarily attributable to
growth in our mobile audio specialty dealer sales including the acquisition of
Lightning Audio and expansion of its line of products. Including Best Buy's $4.4
million initial purchase of our products to stock its distribution channel, Best
Buy accounted for $18.8 million, or 19.4% of our sales, for the nine months
ended September 30, 1999 compared to $19.2 million, or 16.5% of our sales, for
the nine months ended September 30, 2000. In addition, sales to mobile audio
specialty dealers increased by $10.7 million, or 20.9%, to $61.9 million for the
nine months ended September 30, 2000 from $51.2 million for the nine months
ended September 30, 1999. The increase in sales to mobile audio specialty
dealers was primarily due to increases in our core business of mobile audio
products and new product sales from the acquisition of Lightning Audio and
expansion of their line of products. U.S. sales increased by $14.3 million, or
17.3%, to $97.1 million for the nine months ended September 30, 2000 from $82.8
million for the nine months ended September 30, 1999. International sales
increased by $4.7 million, or 32.9%, to $19.0 million for the nine months ended
September 30, 2000 from $14.3 million for the nine months ended September 30,
1999.
Cost of Goods Sold. Cost of goods sold increased by $13.9 million, or 23.4%, to
$73.2 million for the nine months ended September 30, 2000 from $59.3 million
for the nine months ended September 30, 1999. Substantially all of the increase
was due to increased sales. As a percent of sales, cost of goods sold increased
to 63.0% for the nine months ended September 30, 2000 from 61.0% for the nine
months ended September 30,1999. The primary reasons for the increase as a
percent of sales was a shift in product mix towards lower margin products,
higher discounts to dealers due to the challenging retail environment, increased
freight and warehousing expense and the devaluation of the Euro.
Sales, General and Administrative Expenses. Sales, general and administrative
expenses increased by $3.2 million, or 11.5%, to $31.0 million for the nine
months ended September 30, 2000 from $27.8 million for the nine months ended
September 30, 1999. The increase is primarily due to the increase in sales
commissions and freight expenses due to the increase in sales, the Lightning
Audio acquisition in June 1999 and additional engineers hired in preparation for
the development of new products. As a percent of sales, general and
administrative expenses actually decreased to 26.6% for the nine months ended
September 30, 2000 from 28.6% for the nine months ended September 30, 1999. The
primary reasons for the decrease as a percent of sales was due to fixed expenses
in this category that do not fluctuate with sales and reduction of discretionary
spending, except in the area of research and development.
Operating Income. Operating income increased by $1.9 million, or 18.8%, to $12.0
million for the nine months ended September 30, 2000 from $10.1 million for the
nine months ended September 30, 1999. This increase was primarily attributable
to our increased sales and relatively stable fixed costs. As a percent of sales,
operating income remained at 10.4% for the nine months ended September 30, 2000
and for the nine months ended September 30, 1999.
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Interest and Other Expense, Net. Interest and other expense, net primarily
consist of interest expense. Interest and other expense, net decreased by $0.5
million, or 38.5%, to $0.8 million for the nine months ended September 30, 2000
from $1.3 million for the nine months ended September 30, 1999. Interest expense
was reduced due to the payoff of the bank credit facility in April 2000 after
our initial public offering. The interest expense remaining after our initial
public offering consists primarily of interest paid on existing capital leases.
Income Tax Expense. Income tax expense increased by $0.7 million to $4.1 million
for the nine months ended September 30, 2000 from $3.4 million for the nine
months ended September 30, 1999. The effective income tax rates were 37.3% for
the nine months ended September 30, 2000 and 38.8% for the nine months ended
September 30, 1999. The primary reason for this decrease in the effective tax
rate was a lowering of effective state income tax rates.
THREE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30, 1999
Net Sales. Sales increased by $5.2 million, or 16.7%, to $36.4 million for the
three months ended September 30, 2000 from $31.2 million for the three months
ended September 30, 1999. The increase in sales was primarily attributable to
increased sales to Best Buy and the expansion of the Lightning Audio line of
products. Best Buy accounted for $6.6 million, or 18.1% of our sales, for the
three months ended September 30, 2000 compared to $3.8 million, or 12.2% of our
sales, for the three months ended September 30, 1999. Sales to mobile audio
specialty dealers decreased slightly by $.1 million, or .5%, to $18.4 million
for the three months ended September 30, 2000 from $18.5 million for the three
months ended September 30, 1999. The decrease in sales to mobile audio specialty
dealers was due to a slight decrease in our core business of mobile audio
products for the quarter, offset by an increase in sales from the expanded
product line of Lightning Audio.
U.S. sales increased by $3.7 million, or 13.9%, to $30.3 million for the three
months ended September 30, 2000 from $26.6 million for the three months ended
September 30, 1999. Increased domestic sales were primarily the result of
increased sales to Best Buy and the new Lightning Audio product line.
International sales increased by $1.5 million, or 32.6%, to $6.1 million for the
three months ended September 30, 2000 from $4.6 million for the three months
ended September 30, 1999. Increased sales were primarily the result of the new
Lightning Audio product line.
Cost of Goods Sold. Cost of goods sold increased by $5.5 million, or 28.9%, to
$24.5 million for the three months ended September 30, 2000 from $19.0 million
for the three months ended September 30, 1999. Substantially all of the increase
was due to increased sales. However, as a percent of sales, cost of goods sold
increased to 67.3% for the three months ended September 30, 2000 from 61.0% for
the three months ended September 30,1999. The primary reasons for the increase
as a percent of sales was higher discounts to dealers due to the challenging
retail environment, a shift in product mix towards lower margin products,
increased freight and warehousing expense and the devaluation of the Euro.
Sales, General and Administrative Expenses. Sales, general and administrative
expenses increased by $.1 million, or 1.1%, to $9.2 million for the three months
ended September 30, 2000 from $9.1 million for the three months ended September
30, 1999. As a percent of sales, general and administrative expenses decreased
to 25.4% for the three months ended September 30, 2000 from 29.3% for the three
months ended September 30, 1999. The primary reasons for the decrease as a
percent of sales was due to fixed expenses in this category that do not
fluctuate with sales, favorable sales commissions and reduction of discretionary
spending, except in the area of research and development.
Operating Income. Operating income decreased by $.3 million, or 10.0%, to $2.7
million for the three months ended September 30, 2000 from $3.0 million for the
three months ended September 30, 1999. This decrease primarily was attributable
to higher discounts to dealers due to the challenging retail environment, a
shift in product mix towards lower margin products, increased freight and
warehousing expense and the devaluation of the Euro. As a percent of sales,
operating income decreased to 7.3% for the three months ended September 30, 2000
from 9.7% for the three months ended September 30, 1999. The primary reason for
this was decrease was the net effect of the component changes mentioned above.
Interest and Other Expense, Net. Interest and other expense, net primarily
consist of interest expense. Interest and other expense, net decreased by $0.4
million, or 80.0%, to $0.1 million for the three months ended September 30, 2000
from $0.5 million for the three months ended September 30, 1999. Interest
expense was reduced due to the payoff of the bank credit facility in April 2000
due to our initial public offering. The interest expense remaining after our
initial public offering consists primarily of interest paid on existing capital
leases.
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Income Tax Expense. Income tax expense decreased by $0.1 million to $.9 million
for the three months ended September 30, 2000 from $1.0 million for the three
months ended September 30, 1999. The effective income tax rates were 35.9% for
the three months ended September 30, 2000 and 39.1% for the three months ended
September 30, 1999. The primary reason for this decrease in the effective tax
rate was a permanent lowering of state income tax rates.
LIQUIDITY AND CAPITAL RESOURCES
Since 1995, we have financed our business primarily using cash flows from
operations, bank borrowings and borrowings from shareholders. In the second
quarter of 2000 we added the proceeds of our initial public offering to this
financing. We had working capital of $36.3 million at September 30, 2000
compared to $21.2 million at December 31, 1999. At September 30, 2000, we
maintained $5.6 million of cash and cash equivalent balances.
As of September 30, 2000, we had no balance on our $20.0 million bank credit
facility, which is collateralized by substantially all of our assets and
consists of a revolving line-of-credit, a term loan and an equipment financing
arrangement. We paid off this bank credit facility on April 20, 2000 using the
proceeds from our initial public offering. The revolving line-of-credit has a
blended variable interest rate per annum of LIBOR plus 300 basis points or prime
plus 75 basis points. The term loan has a fixed interest rate of 10.67% per
annum. The equipment financing arrangement has, at our option three days prior
to the time used, a fixed interest rate per annum based on five-year U.S.
Treasury notes plus 425 basis points or a variable interest rate per annum based
on the bank's base rate plus 125 basis points. To date, we have not used this
equipment financing arrangement. As at September 30, 2000, the bank credit
facility had a weighted-average interest rate of 10.25% per annum. The bank
credit facility is scheduled to mature on September 19, 2001. The bank credit
facility contains provisions that, among other things, require Rockford to
maintain certain minimum levels of EBITDA and debt service coverage and also
limit the amount of debt incurred and capital expenditures annually.
At September 30, 2000, we had $2.3 million invested in a Dreyfus money market
investment account with an interest rate of 6.33%. This account is an overnight
investment, allowing us to invest according to our daily cash flow needs.
We also have a $5.0 million capital lease credit facility under which leases can
be funded until June 1, 2001, at which time the availability to enter into
additional leases expires. We use the capital lease credit facility for the
purchase of capital equipment under agreements structured as three-year capital
lease obligations. As of September 30, 2000, the capital lease credit facility
had an outstanding balance of $0.9 million with a weighted-average interest rate
of 8.14% per annum.
As of March 31, 2000, we also had $975,664 of 8.5% convertible subordinated
debentures outstanding, which were due to mature in May 2002. Of this amount:
- - $277,417 of debentures were converted into 113,609 shares of common stock
upon completion of our initial public offering on April 20, 2000; and
- - The remaining $698,247 of debentures were converted into 286,003 shares on
common stock on July 10, 2000.
Net cash provided by (used in) operating activities was ($0.3) million for the
nine months ended September 30, 2000 and $1.3 million for the nine months ended
September 30, 1999. Cash provided by operating activities is less than net
income due to the effect of increasing working capital requirements created by
the growth in our sales, especially in our accounts receivable. The increased
working capital impact is partially offset by an increase in depreciation and
amortization expense.
12
13
Net cash used in investing activities was ($3.2) million for the nine months
ended September 30, 2000 and ($3.7) million for the nine months ended September
30, 1999. Net cash used in investing activities was primarily related to
purchases of property and equipment. Also, in 1999, net cash used in investing
activities also included $1.6 million used for the acquisition of Lighting
Audio.
Net cash provided by financing activities was $8.4 million for the nine months
ended September 30, 2000 and $2.8 million for the nine months ended September
30, 1999. Net cash provided by financing activities for 2000 was primarily a
result of the net proceeds received from our initial public offering on April
20, 2000 of $24.5 million offset by the repayment of our credit facility and
other debt obligations. For 1999, net cash provided by financing activities was
primarily due to borrowings and repayments of our credit facilities and other
debt obligations.
We may pursue acquisitions of businesses, products or technologies that could
complement or expand our business and product offerings. Any material
acquisition could result in an increase in working capital requirements
depending on the amount, timing and nature of the consideration we agree to pay.
We believe that the net proceeds received by us from our April 20, 2000, initial
public offering, together with our existing resources and anticipated cash flows
from operations, will be sufficient to meet our cash needs for the next twelve
months.
TRANSITION TO THE YEAR 2000
We did not experience any interruption to our business as a result of the
transition to January 1, 2000, and we are not aware of any Year 2000 related
problems associated with our internal systems or software, or with the software
and systems of our vendors or distributors. We intend to maintain efforts
relating to internal Year 2000 compliance, however, we do not anticipate any
significant future costs with respect to this issue.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not Applicable.
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14
Part II. Other Information
Item 2. Changes in Securities and Use of Proceeds.
(a)-(c) Not applicable.
(d) On April 19, 2000, our Registration Statement on Form S-1 (No.
333-79285) was declared effective by the SEC. Pursuant to that
Registration Statement, we offered 2,500,000 shares at $11.00 per
share. The managing underwriters of the offering were Dain Rauscher
Wessels, McDonald Investments Inc., and Needham & Company, Inc. The
underwriters also elected to exercise an over-allotment option to
purchase an additional 42,500 shares. Including the proceeds from
the over-allotment purchase, the net proceeds to us from the
offering, after deducting underwriting discounts and commissions
and estimated offering expenses payable by us, were approximately
$24.3 million. Pending use of the net proceeds as described below,
we have invested them in short-term, interest-bearing,
investment-grade securities.
We used approximately $19.5 million to fully repay the outstanding
balance of our credit facility, which consisted of a revolving
line-of-credit and a term loan. We did not use the
equipment-financing component of our credit facility so none of
the proceeds were used to repay that portion of our credit
facility. The revolving line-of-credit had a blended variable
interest rate per annum of LIBOR plus 300 basis points or prime
plus 75 basis points. The term loan had a fixed annual interest
rate of 10.67%.
We plan to use the remaining $4.8 million of proceeds from our
initial public offering for working capital and other corporate
purposes, including new product development, and marketing
expansion. We may also use a portion of the remaining proceeds to
acquire or invest in complementary businesses, products or
technologies; however, we have not at this time identified a
specific acquisition or allocated a specific amount for this
purpose.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------ ----------------------
3.1 Articles of Incorporation +
3.2 Restated Bylaws as amended through
July 27, 2000 *
3.2.1 Amendment to Bylaws adopted by the
Board of Directors on July 27, 2000 *
3.3 Amendment to Articles of Incorporation
filed on January 12, 1988 +
3.4 Amendment to Articles of Incorporation
filed on May 12, 1999 +
3.5 Amendment to Articles of Incorporation
filed on May 17, 1999 +
3.6 Amendments to Bylaws adopted by the board
of directors on May 14, 1999 +
3.7 Amendment to Articles of Incorporation
filed on July 1, 1999 +
4.1 Specimen Common Stock Certificate +
4.2 Reference is made to the Articles of
Incorporation, as amended, and the
Restated Bylaws, as amended, filed as
Exhibits 3.1, 3.2, 3.2.1, 3.3, 3.4, 3.5,
3.6 and 3.7 for a description of the
rights of the holders of Common Stock.
10.1 1994 Stock Option Plan +
10.2 1997 Stock Option Plan +
10.3 1999 Employee Stock Purchase Plan as
amended and restated +
10.4 Employment Agreement by and between
Rockford Corporation and W. Gary Suttle +
10.5 Indemnity Agreement by and between
Rockford Corporation and W. Gary Suttle +
10.6 Letter Agreement by and between Rockford
Corporation and Best Buy Corporation **+
10.7 Joint Development and Supply Agreement
by and between Rockford Corporation and
Hyundai Electronics Industries Co., Ltd. **+
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15
10.8 Form of Dealership Agreements +
10.9 Standard Industrial Commercial Multi-Tenant
Lease - Gross American Industrial Real
Estate Association Lease, and amendments
and addendum thereto, by and between
Rockford River LLC and Rockford Corporation +
10.9.1 Amendment to Standard Industrial Commercial
Multi-Tenant Lease - Gross American
Industrial Real Estate Association Lease,
by and between Rockford River LLC and
Rockford Corporation +
10.10 Standard Industrial Lease - Gross, and
amendments and addendum thereto, by and
between Cloyce Clark and Rockford
Corporation +
10.10.1 Amendment to Standard Industrial
Lease - Gross by and between Cloyce
Clark and Rockford Corporation +
10.11 Lease Agreement, and addenda thereto, by
and between Carbonneau Industries, Inc.
and Rockford Corporation +
10.11.1 Amendment to Lease Agreement by and between
Carbonneau Industries, Inc. and Rockford
Corporation +
10.12 Master Lease Agreement and amendments
thereto, by and between Banc One Leasing
Corporation and Rockford Corporation +
10.13 Loan and Security Agreement by and between
Rockford Corporation and FINOVA Capital
Corporation +
10.13.1 Amendment No. 1 to Loan and Security
Agreement by and between FINOVA Capital
Corporation and Rockford Corporation +
10.13.2 Amendment No. 2 to Loan and Security
Agreement by and between FINOVA Capital
Corporation and Rockford Corporation +
10.14 Employee 401(k) Deferred Compensation Plan
and amendments thereto +
10.15 Manufacturing and Distribution Agreement
by and between Path Group, Inc. and
Rockford Corporation **+
10.15.1 Addendum to the Manufacturing and
Distribution Agreement by and between Path
Group, Inc., and Rockford Corporation. **+
10.15.2 Addendum to the Manufacturing and
Distribution Agreement by and between Path
Group, Inc. and Rockford Corporation **+
10.16 Product Sales Agreement by and between
Rockford Corporation and Avnet Electronics
Marketing **+
10.17 Convertible Subordinated Debenture
Amendment Agreement and Agreement to
Rename as Senior Notes +
10.18 Form of Senior Note due February 3, 1999
and Warrant +
10.19 Schedule for Senior Notes and Warrants +
10.20 Convertible Subordinated Debenture Purchase
Agreement +
10.21 Form of 8.5% convertible Subordinated
Debenture due May 1, 2002 +
10.22 Schedule for 8.5% Convertible Subordinated
Debentures+
10.23 Warrant issued to the Vrolyk Partnership
97-A to expire June 1, 2007 +
10.24 Services and Option Agreement by and
between W. Gary Suttle, Caroline S. Bartol,
individually and as representative of the
estate of Jon G. Bartol and Rockford
Corporation +
10.25 Amendment of Services and Option Agreement
by and between W. Gary Suttle, Monument
Investors Limited Partnership as successor
to Caroline S. Bartol and the estate of
John G. Bartol and Rockford Corporation +
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16
10.26 Amendment of Services and Option Contract
by and between W. Gary Suttle, Monument
Investors Limited Partnership as successor
to Caroline S. Bartol and the estate of
John G. Bartol and Rockford Corporation +
10.27 Consulting and Option Contract by and
between Rockford Corporation and Grisanti,
Galef & Goldress, Inc. +
10.28 Amendment and Renewal of Consulting and
Option Contract by and between Rockford
Corporation and Grisanti Galef & Goldress,
Inc. +
10.29 Amendment of Consulting and Option Contract
by and between Rockford Corporation and
Grisanti, Galef & Goldress, Inc. +
10.30 Letter from Timothy Bartol, General Partner
for the Boulder Investors Partnership
exercising rights under Bridge Loan
conversion and Extension Agreement by and
between Rockford Corporation and Boulder
Investors Ltd. Partnership, as successor
to Caroline S. Bartol +
10.31 Fifth Amendment to Bridge Loan Conversion
and Extension Agreement by and between
Rockford Corporation and Boulder Investors
Ltd. Partnership, as successor to Caroline
S. Bartol +
10.32 Bridge Loan Conversion and Extension
Agreement by and between Rockford
Corporation and Caroline S. Bartol +
10.33 Bridge Loan Agreement by and between
Rockford Corporation and Caroline S. Bartol +
10.34 1990 Restricted Stock Grant and Tax Loan
Agreement and Promissory Note +
10.35 Form of Indemnification Agreement +
10.35.1 Schedule for Indemnification Agreement +
10.36 FINOVA - Schedule of Loan and Security
Agreement +
10.39 Financing Lease Schedule No. 1000100950 by
and between Banc One Leasing Corporation
and Rockford Corporation +
27 Financial Data Schedule for the Period ended
September 30, 2000
99 Final Prospectus filed with the SEC on
April 20, 2000, SEC Registration No.
333-79285, which includes consolidated
financial statements and footnotes for the
year ended December 31, 1999, Management's
Discussion and Analysis of Financial
Condition and Results of Operations, and
Risk Factors, each incorporated herein by
reference. +
* Previously filed on August 11, 2000 with our
Quarterly Report on Form 10-Q for the quarter ended
June 30, 2000.
** Portions of the document have been omitted and filed
separately with the Commission under a request for
confidential treatment which was granted by the Commission.
+ Previously filed with registration statement effective April
19, 2000 and/or amendments thereto.
(b) Reports on Form 8-K
None.
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SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned duly
authorized officer.
ROCKFORD CORPORATION
Date: November 13, 2000 By:/s/ James M Thomson
--------------------------------------
James M. Thomson
Vice President of Finance,
Chief Financial Officer and Secretary
(Principal Financial Officer and Duly
Authorized Officer)
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
------ -----------------------
3.1 Articles of Incorporation +
3.2 Restated Bylaws as amended through
July 27, 2000 *
3.2.1 Amendment to Bylaws adopted by the Board
of Directors on July 27, 2000 *
3.3 Amendment to Articles of Incorporation
filed on January 12, 1988 +
3.4 Amendment to Articles of Incorporation
filed on May 12, 1999 +
3.5 Amendment to Articles of Incorporation
filed on May 17, 1999 +
3.6 Amendments to Bylaws adopted by the board
of directors on May 14, 1999 +
3.7 Amendment to Articles of Incorporation
filed on July 1, 1999 +
4.1 Specimen Common Stock Certificate +
4.2 Reference is made to the Articles of
Incorporation, as amended, and the Restated
Bylaws, as amended, filed as Exhibits 3.1,
3.2, 3.2.1, 3.3, 3.4, 3.5, 3.6 and 3.7 for
a description of the rights of the holders
of Common Stock.
10.1 1994 Stock Option Plan +
10.2 1997 Stock Option Plan +
10.3 1999 Employee Stock Purchase Plan as amended
and restated +
10.4 Employment Agreement by and between Rockford
Corporation and W. Gary Suttle +
10.5 Indemnity Agreement by and between Rockford
Corporation and W. Gary Suttle +
10.6 Letter Agreement by and between Rockford
Corporation and Best Buy Corporation **+
10.7 Joint Development and Supply Agreement by
and between Rockford Corporation and Hyundai
Electronics Industries Co., Ltd. **+
10.8 Form of Dealership Agreements +
10.9 Standard Industrial Commercial Multi-Tenant
Lease - Gross American Industrial Real
Estate Association Lease, and amendments
and addendum thereto, by and between
Rockford River LLC and Rockford Corporation +
10.9.1 Amendment to Standard Industrial Commercial
Multi-Tenant Lease - Gross American
Industrial Real Estate Association Lease,
by and between Rockford River LLC and
Rockford Corporation +
10.10 Standard Industrial Lease - Gross, and
amendments and addendum thereto, by and
between Cloyce Clark and Rockford
Corporation +
10.10.1 Amendment to Standard Industrial Lease -
Gross by and between Cloyce Clark and
Rockford Corporation +
10.11 Lease Agreement, and addenda thereto, by
and between Carbonneau Industries, Inc.
and Rockford Corporation +
10.11.1 Amendment to Lease Agreement by and between
Carbonneau Industries, Inc. and Rockford
Corporation +
10.12 Master Lease Agreement and amendments
thereto, by and between Banc One Leasing
Corporation and Rockford Corporation +
10.13 Loan and Security Agreement by and between
Rockford Corporation and FINOVA Capital
Corporation +
10.13.1 Amendment No. 1 to Loan and Security
Agreement by and between FINOVA Capital
Corporation and Rockford Corporation +
10.13.2 Amendment No. 2 to Loan and Security
Agreement by and between FINOVA Capital
Corporation and Rockford Corporation +
10.14 Employee 401(k) Deferred Compensation Plan
and amendments thereto +
10.15 Manufacturing and Distribution Agreement
by and between Path Group, Inc. and
Rockford Corporation **+
10.15.1 Addendum to the Manufacturing and
Distribution Agreement by and between Path
Group, Inc., and Rockford Corporation. **+
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19
10.15.2 Addendum to the Manufacturing and
Distribution Agreement by and between Path
Group, Inc. and Rockford Corporation **+
10.16 Product Sales Agreement by and between
Rockford Corporation and Avnet Electronics
Marketing **+
10.17 Convertible Subordinated Debenture
Amendment Agreement and Agreement to Rename
as Senior Notes +
10.18 Form of Senior Note due February 3, 1999
and Warrant +
10.19 Schedule for Senior Notes and Warrants +
10.20 Convertible Subordinated Debenture Purchase
Agreement +
10.21 Form of 8.5% convertible Subordinated
Debenture due May 1, 2002 +
10.22 Schedule for 8.5% Convertible Subordinated
Debentures+
10.23 Warrant issued to the Vrolyk Partnership
97-A to expire June 1, 2007 +
10.24 Services and Option Agreement by and
between W. Gary Suttle, Caroline S. Bartol,
individually and as representative of the
estate of Jon G. Bartol and Rockford
Corporation +
10.25 Amendment of Services and Option Agreement
by and between W. Gary Suttle, Monument
Investors Limited Partnership as successor
to Caroline S. Bartol and the estate of
John G. Bartol and Rockford Corporation +
10.26 Amendment of Services and Option Contract
by and between W. Gary Suttle, Monument
Investors Limited Partnership as successor
to Caroline S. Bartol and the estate of
John G. Bartol and Rockford Corporation +
10.27 Consulting and Option Contract by and
between Rockford Corporation and Grisanti,
Galef & Goldress, Inc. +
10.28 Amendment and Renewal of Consulting and
Option Contract by and between Rockford
Corporation and Grisanti Galef & Goldress,
Inc. +
10.29 Amendment of Consulting and Option Contract
by and between Rockford Corporation and
Grisanti, Galef & Goldress, Inc. +
10.30 Letter from Timothy Bartol, General Partner
for the Boulder Investors Partnership
exercising rights under Bridge Loan
conversion and Extension Agreement by and
between Rockford Corporation and Boulder
Investors Ltd. Partnership, as successor
to Caroline S. Bartol +
10.31 Fifth Amendment to Bridge Loan Conversion
and Extension Agreement by and between
Rockford Corporation and Boulder Investors
Ltd. Partnership, as successor to Caroline
S. Bartol +
10.32 Bridge Loan Conversion and Extension
Agreement by and between Rockford
Corporation and Caroline S. Bartol +
10.33 Bridge Loan Agreement by and between
Rockford Corporation and Caroline S.
Bartol +
10.34 1990 Restricted Stock Grant and Tax Loan
Agreement and Promissory Note +
10.35 Form of Indemnification Agreement +
10.35.1 Schedule for Indemnification Agreement +
10.36 FINOVA - Schedule of Loan and Security
Agreement +
10.39 Financing Lease Schedule No. 1000100950 by
and between Banc One Leasing Corporation
and Rockford Corporation +
27 Financial Data Schedule for the Period
ended September 30, 2000
99 Final Prospectus filed with the SEC on April
20, 2000, SEC Registration No. 333-79285, which
includes consolidated financial statements and
footnotes for the year ended December 31, 1999,
Management's Discussion and Analysis of
Financial Condition and Results of Operations,
and Risk Factors, each incorporated herein by
reference. +
* Previously filed on August 11, 2000 with out Quarterly Report
on Form 10-Q for the quarter ended June 30, 2000.
** Portions of the document have been omitted and filed
separately with the Commission under a request for
confidential treatment which was granted by the Commission.
+ Previously filed with registration statement effective April
19, 2000 and/or amendments thereto.
19