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
(Registrants 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 registrants common stock, $.01 par value, as of May 10, 2004.
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. Managements 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 | |||||
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
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
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.
3
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 Corporations 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 Companys 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 Companys 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
| 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 Companys 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 Companys stock plans been determined consistent with SFAS No. 123, the Companys 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 Companys 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.
5
| 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 Companys senior management. Certain general overhead costs have been allocated to each segment based on methods considered to be reasonable by the Companys senior management. Income taxes have been allocated to each segment using the Companys effective tax rate of 39% for the three months ended March 31, 2004 and 2003.
The following table presents information about the Companys segments for the three months ended March 31, 2004 and 2003: