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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 March 31, 2004

 

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURTIES EXCHANGE ACT OF 1934

 

For the transition period from              to             .

 

Commission File Number 1-8439

 


 

LOJACK CORPORATION

(Exact name of registrant as specified in its charter)

 


 

Massachusetts   04-2664794

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification Number)

200 Lowder Brook Drive, Suite 1000

Westwood, Massachusetts

  02090
(Address of principal executive offices)   (Zip code)

 

(781) 251-4700

(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 by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).    YES  ¨    NO  x

 

There were 15,346,196 shares issued and outstanding of the registrant’s common stock, $.01 par value, as of May 10, 2004.

 



Table of Contents

LOJACK CORPORATION AND SUBSIDIARIES

TABLE OF CONTENTS

 

              PAGE

Part I. Financial Information

    
    Item 1. Financial Statements (unaudited)     
         Consolidated Balance Sheets: March 31, 2004 and December 31, 2003    1
         Consolidated Statements of Income: Three Months Ended March 31, 2004 and 2003    2
         Consolidated Statements of Cash Flows: Three Months Ended March 31, 2004 and 2003    3
         Notes to Unaudited Consolidated Financial Statements    4
    Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations    8
    Item 3. Quantitative and Qualitative Disclosures About Market Risk    14
    Item 4. Controls and Procedures    15

Part II. Other Information

    
    Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities    15
    Item 6. Exhibits and Reports on Form 8-K    15
    Signatures    16


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LOJACK CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share amounts)

 

     March 31,
2004


    December 31,
2003


     (unaudited)

ASSETS

              

CURRENT ASSETS:

              

Cash and equivalents

   $ 6,296     $ 4,746

Accounts receivable - Net

     25,002       23,216

Inventories

     9,357       10,038

Prepaid expenses and other

     1,531       1,520

Deferred income taxes

     2,704       2,805
    


 

Total current assets

     44,890       42,325

PROPERTY AND EQUIPMENT - Net

     13,999       14,482

DEFERRED INCOME TAXES

     3,845       3,467

OTHER ASSETS - Net

     4,279       4,300
    


 

TOTAL

   $ 67,013     $ 64,574
    


 

LIABILITIES AND STOCKHOLDERS’ EQUITY

              

CURRENT LIABILITIES:

              

Current portion of capital lease obligations

   $ 707     $ 875

Accounts payable

     7,763       8,999

Accrued and other liabilities

     3,406       2,492

Current portion of deferred revenue

     5,411       4,856

Accrued compensation

     2,555       3,531
    


 

Total current liabilities

     19,842       20,753

ACCRUED COMPENSATION

     220       272

DEFERRED REVENUE

     15,083       14,187

CAPITAL LEASE OBLIGATIONS

     41       174
    


 

TOTAL LIABILITIES

     35,186       35,386
    


 

STOCKHOLDERS’ EQUITY:

              

Preferred stock - $.01 par value; authorized, 10,000,000 shares; none issued or outstanding

     —         —  

Common stock - $.01 par value; authorized, 35,000,000 shares; issued, 15,182,688 at March 31, 2004 and 14,975,236 at December 31, 2003

     152       150

Additional paid-in capital

     2,275       722

Unearned compensation

     (494 )     —  

Retained earnings

     29,894       28,316
    


 

Total stockholders’ equity

     31,827       29,188
    


 

TOTAL

   $ 67,013     $ 64,574
    


 

 

See notes to unaudited consolidated financial statements.

 

1


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LOJACK CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except share and per share amounts)

 

     Three Months Ended
March 31,


 
     2004

    2003

 
     (unaudited)  

Revenues

   $ 32,146     $ 27,742  

Cost of goods sold (exclusive of depreciation shown below)

     15,731       13,947  
    


 


Gross margin

     16,415       13,795  
    


 


Costs and expenses:

                

Product development

     1,461       673  

Sales and marketing

     7,608       7,077  

General and administrative

     4,153       3,906  

Depreciation and amortization

     636       547  
    


 


Total

     13,858       12,203  
    


 


Operating income

     2,557       1,592  
    


 


Other income (expense):

                

Interest income

     43       29  

Interest expense

     (14 )     (40 )
    


 


Total

     29       (11 )
    


 


Income before provision for income taxes

     2,586       1,581  

Provision for income taxes

     1,008       617  
    


 


Net income

   $ 1,578     $ 964  
    


 


Earnings per share:

                

Basic

   $ 0.11     $ 0.07  
    


 


Diluted

   $ 0.10     $ 0.07  
    


 


Weighted average shares:

                

Basic

     15,027,705       14,740,641  
    


 


Diluted

     15,495,300       14,742,306  
    


 


 

See notes to unaudited consolidated financial statements.

 

2


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LOJACK CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

 

     Three Months Ended
March 31,


 
     2004

    2003

 
     (unaudited)  

CASH FLOWS FROM OPERATING ACTIVITIES:

                

Net income

   $ 1,578     $ 964  

Adjustments to reconcile net income to net cash provided by operating activities:

                

Deferred revenue recognized

     (1,288 )     (2,510 )

Deferred revenue additions

     2,739       3,215  

Stock-based compensation

     14       —    

Depreciation and amortization

     1,062       1,097  

Provision for doubtful accounts

     (20 )     34  

Deferred income taxes

     (277 )     (182 )

Increase (decrease) in cash from changes in assets and liabilities:

                

Accounts receivable

     (1,766 )     (485 )

Inventories

     681       413  

Prepaid expenses and other

     (11 )     1,877  

Prepaid income taxes

     —         219  

Other assets

     6       (22 )

Accounts payable

     (1,236 )     (2,606 )

Accrued and other liabilities

     (113 )     116  
    


 


Net cash provided by operating activities

     1,369       2,130  
    


 


CASH FLOWS FROM INVESTING ACTIVITIES:

                

Expenditures for property and equipment - net

     (564 )     (1,602 )

Investment in foreign licensee

     —         (65 )
    


 


Net cash used for investing activities

     (564 )     (1,667 )
    


 


CASH FLOWS FROM FINANCING ACTIVITIES:

                

Exercise of stock options

     1,046       —    

Repayment of capital lease obligations

     (301 )     (441 )
    


 


Net cash provided by (used for) financing activities

     745       (441 )
    


 


INCREASE IN CASH AND EQUIVALENTS

     1,550       22  

BEGINNING CASH AND EQUIVALENTS

     4,746       1,367  
    


 


ENDING CASH AND EQUIVALENTS

   $ 6,296     $ 1,389  
    


 


 

See notes to unaudited consolidated financial statements.

 

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LOJACK CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

1. The accompanying consolidated financial statements and notes do not include all of the disclosures made in LoJack Corporation’s Annual Report to Stockholders, which should be read in conjunction with these statements. In the opinion of LoJack Corporation (the “Company”), the accompanying consolidated financial statements include all adjustments necessary for a fair presentation of the quarterly results and any and all such adjustments were of a normal recurring nature. The results of operations for the three months ended March 31, 2004 are not necessarily indicative of the results to be expected for the full year.

 

Certain reclassifications have been made to the unaudited interim statements for the three months ended March 31, 2003 to conform to current year presentation.

 

 

2. Supplemental Disclosures of Cash Flow Information

 

Cash payments for interest, relating to capital lease obligations, for the three months ended March 31, 2004 and 2003, were $14,000 and $40,000, respectively. Cash payments for income taxes for the three months ended March 31, 2004 and 2003, were $897,000 and $279,000, respectively.

 

During the quarter ended March 31, 2004, the Company granted 62,750 shares of restricted stock under the Company’s 2003 Stock Incentive Plan. The Company incurred stock-based compensation totaling $14,000 relating to the issuance of restricted stock (see note 8).

 

Periodically, the Company has made investments in its licensees in the form of cash and by converting receivables into equity. During the first quarter of 2003, the Company acquired a 12.5% equity interest in its Mexican licensee by converting $1,502,000 of an outstanding receivable. Additionally, during the first quarter of 2003, an outstanding receivable of $306,000 was converted into a 5% convertible debenture, and subsequently an additional equity interest, in the Company’s French licensee. In both instances, the carrying amount of the receivable was deemed to be equal to the fair value of the investment in the licensee.

 

4


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3. Accounting for Stock-Based Compensation

 

The Company accounts for stock-based compensation for employees and directors under the recognition and measurement principles of APB No. 25, “Accounting for Stock Issued to Employees,” and related interpretations, and has elected the disclosure alternative under SFAS No. 123, “Accounting for Stock-Based Compensation.” Stock-based employee compensation costs of approximately $14,000 relating to the issuance of restricted common stock are reflected in net income for the quarter ended March 31, 2004. No stock-based employee compensation was included in net income for the quarter ended March 31, 2003, as all options granted under the Company’s stock plans had an exercise price equal to the market value of the underlying common stock on the date of the grant. Had a compensation cost for the Company’s stock plans been determined consistent with SFAS No. 123, the Company’s net income and basic and diluted net income per share for the three months ended March 31, 2004 and 2003, would have been as follows:

 

     Three Months Ended March 31,

 

(in thousands, except per share amounts)

 

   2004

    2003

 

Net income, as reported

   $ 1,578     $ 964  

Add: Stock-based employee compensation expense included in reported net income, net of related tax effects

     9       —    

Deduct: Total stock-based employee compensation expense determined under the fair value method for all stock options, net of related tax effects

     (306 )     (290 )
    


 


Pro forma net income

   $ 1,281     $ 674  
    


 


Earnings per share:

                

Basic, as reported

   $ 0.11     $ 0.07  

Basic, pro forma

   $ 0.09     $ 0.05  

Diluted, as reported

   $ 0.10     $ 0.07  

Diluted, pro forma

   $ 0.08     $ 0.05  

 

 

4. Earnings per share

 

Basic earnings per common share is computed using the weighted average number of common shares outstanding during the period. Diluted earnings per common share reflect the effect of the exercise of the Company’s outstanding options (using the treasury stock method), except where such exercises would be antidilutive, and the impact of restricted shares.

 

A reconciliation of weighted average shares used for the basic and diluted computations for the three months ended March 31, 2004 and 2003 is as follows:

 

     Three Months Ended March 31,

     2004

   2003

Weighted average shares for basic

   15,027,705    14,740,641

Dilutive effect of stock options and restricted shares

   467,595    1,665
    
  

Weighted average shares for diluted

   15,495,300    14,742,306
    
  

 

Options to purchase 1,610,870 and 4,221,143 shares of common stock were not included in the computation of diluted earnings per share for the three months ended March 31, 2004 and 2003, respectively. Such options have been excluded because the options’ exercise prices were greater than the average market price of the common stock on those dates and, as a result, their effect would have been antidilutive.

 

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5. Segment Reporting

 

The Company has determined that it has two reportable segments: the domestic segment and the international segment. The Company considers these two segments separately reportable as they are managed separately and the operating results of each segment are regularly reviewed and evaluated separately by the Company’s senior management. Certain general overhead costs have been allocated to each segment based on methods considered to be reasonable by the Company’s senior management. Income taxes have been allocated to each segment using the Company’s effective tax rate of 39% for the three months ended March 31, 2004 and 2003.

 

The following table presents information about the Company’s segments for the three months ended March 31, 2004 and 2003: