UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number 0-511
COBRA ELECTRONICS CORPORATION
(Exact name of Registrant as specified in its Charter)
DELAWARE 36-2479991
(State of incorporation) (I.R.S. Employer Identification No.)
6500 WEST CORTLAND STREET
CHICAGO, ILLINOIS 60707
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (773)889-8870
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, Par Value $.33 1/3 Per Share
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. YES [X] NO [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [X]
The aggregate market value of the voting and non-voting common equity (only
Common Sock) held by non-affiliates of the Registrant at March 13, 2000 was
approximately $35,986,000.
The number of shares of Registrant's Common Stock outstanding at that date was
6,326,716.
Portions of the Registrant's Definitive Proxy Statement relating to the Annual
Meeting of Shareholders scheduled to be held May 9, 2000, are incorporated by
reference into Part III of this Report.
PART I
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ITEM 1. BUSINESS:
GENERAL
Cobra Electronics Corporation (the "Company") was incorporated in Delaware
in1961, and is a designer and marketer of consumer electronics products for
two-way communications. The Company markets products under the COBRA brand
name. Management believes that the Company's future success will depend upon
its ability to predict and respond in a timely and effective manner to changes
in the markets it serves. Product performance, reliability, price,
availability and service are the main competitive factors. Also, sales are
dependent upon timely introduction of new products which incorporate new
features desired by consumers, at competitive prices. Cobra is the number one
brand in Citizen Band radios and radar detectors and a strong number two in
the rapidly growing Family Radio Service two-way radio category.
RECENT DEVELOPMENTS
In the second quarter of 1999, the Company began shipping its new NightWatch
line of illuminated Citizen Band radios. These new radios feature an
illuminated front panel, which uses a state-of- he-art technology based on
military aircraft cockpit technology. The front illuminated panel allows
users to adjust the radio's backlighting to accommodate low light situations,
which enhances drivers' safety by making it dramatically easier for them to
see and adjust their CB controls at night. Virtually all of the approximately
10 million mobile Citizen Band radios used by professional truck drivers are
not illuminated despite the fact that these drivers spend a significant amount
of time driving at night.
In the third quarter of 1999, the Company began selling its new European
microTALK two-way radios in the United Kingdom. As part of its European
strategy, the Company recently named a Managing Director to head its Cobra
Europe business unit and has been working diligently to lay the groundwork for
an European distributor base. Today, the Company has representation
throughout most of Western Europe, with distributors in place in the United
Kingdom, Spain, France, Germany, Sweden, Finland and Turkey.
Also in the third quarter of 1999, the Company added two distributors to
market and sell Safety Alert Transmitters in the Workzone and Railroad
markets.
In the fourth quarter of 1999, the Company announced several significant
product initiatives for the year 2000. In November, the Company launched its
HighGear Accessories Division, which produces high-quality CB radio
accessories. In addition, the Company announced the world's first FRS radio
with AM/FM stereo and a new line of microTALK FRS radios. Also announced in
November was that StrobeAlert detection technology would be exclusively
offered in Company's new line of radar detection systems. In December, the
Company announced its revolutionary new 9-Band radar detection line.
SUPPLIERS
One of the Company's primary strengths is its product sourcing ability.
Substantially all of the Company's products are manufactured to its
specifications and engineering designs by a number of suppliers, primarily in
China, Thailand, Japan, Hong Kong and Korea. The Company maintains stringent
control over the design and production quality of its products. The Company
has a wholly owned subsidiary in Hong Kong which helps to seek out new
suppliers, monitor technological changes, perform source inspection of key
suppliers, and expedite shipments from vendors.
Over a period of years, the Company has developed a network of suppliers for
its products. To maintain flexibility in product sourcing, the Company has
not entered into long-term contracts with any of its suppliers. Despite
management's belief that it maintains strong relationships with its current
suppliers, it also believes that, if necessary, other suppliers could be
found. The extent to which a change in a supplier would have an adverse
effect on the Company's business depends upon the timing of the change, the
product or products that the supplier produces for the Company and the volume
of that production. The Company also maintains insurance coverage that would,
under certain limited circumstances, reimburse the Company for lost profits
resulting from a vendor's inability to fulfill its commitments to the
Company. The Company negotiates substantially all of its purchases in U.S.
dollars to protect itself from currency fluctuations. Assets located outside
of the United States, principally Company-owned tooling at suppliers, had a
net book value of $875,000 at December 31, 1999.
PRODUCTS
The Company operates only in the consumer electronics industry. Principal
products include:
Soundtracker and NightWatch Citizen Band Radios
HighGear accessories
MicroTALK Family Radio Service ("FRS") two-way radios
6 Band detectors
9 Band detectors with Strobe Alert technology
Safety Alert transmitters and receivers
The Company competes primarily in the United States with various manufacturers
and distributors of consumer electronics products. The Company competes
principally on the basis of product features and price and expects the market
for its products to remain highly competitive.
Research, engineering and product development expenditures are expensed as
incurred. These expenditures amounted to $900,000 in 1999 and 1998 and
$800,000 and 1997.
Except for certain patents, such as its Safety Alert technology, the Company
does not believe that patents are of material importance to its products.
However, should the Company develop a unique technology (such as SoundTracker
noise reduction technology), patents will be applied for to preserve
exclusivity, wherever possible.
SoundTracker and Nightwatch Citizen Band radios, MicroTALK Family Radio
Service two-way radios, 6 Band detectors, 9 Band detectors with Strobe Alert
technology and Safety Alert transmitters and receivers, are marketed under the
COBRA trademark.
Cobra is the leading brand in the domestic Citizen Band radio market, which
infactory sales is approximately $120 million annually. Approximately 75
percent of the market is for mobile Citizen Band radios, most of which are
purchased by professional drivers. The remaining part of the market is for
handheld Citizen Band radios used for sport and recreational activities.
The Company has a history of being the technology leader in the Citizen Band
market. The Company was the first Citizen Band radio marketer to combine a
National Weather Service receiver with a mobile Citizen Band radio, enabling
motorists to obtain weather and travel information broadcasts. As a major
enhancement of this feature, the Company also introduced the industry's first
mobile Citizen Band radio that incorporates an automatic alert feature to warn
of National Weather Service emergency advisories. In 1997, the Company
introduced its Soundtracker technology. This patent-pending noise reduction
technology, which dramatically improves the sound quality of the Citizen Band
radios, is the first significant product innovation in this category in
several years. This new feature significantly reduces "white noise", or
static, when the Citizen Band is in receiving mode. Additionally,
SoundTracker technology allows the user's voice to break through cluttered
airwaves and to be more easily heard when transmitting.
In 1999 the Company introduced a new line of Citizen Band radios featuring an
adjustable illuminated front panel. The new NightWatch line enhances drivers'
safety by making it dramatically easier for them to see and adjust their
Citizen Band controls at night. Virtually all of the 10 million mobile Citizen
Bands used by professional truck drivers today are not illuminated despite the
fact that these drivers spend a significant amount of time driving at night.
Also in 1999, the Company began shipping several new Citizen Band models
specifically designed for the European market.
In 1997, the Company entered the market for FRS two-way radios and in the Fall
of 1998 began selling its new MicroTALK line. Because of the success of this
new line, the Company is now the number two brand by a wide margin in this
fast growing category. The Company estimates that the market for FRS two-way
radios in factory sales will total approximately $250 million in 1999 and will
increase to approximately $500 million in 2001.
FRS two-way radios operate on UHF FM frequencies, which allow for an extremely
small handheld radio and exceptionally clear sound that penetrates through
buildings and other obstacles. Unlike cellular phones, these radios require no
monthly charge and provide coverage even in the most remote areas. Because of
their range--up to two miles--and exceptionally clear sound quality, the
radios enable families and friends to easily keep in touch in hundreds of
situations where they typically get separated and out of earshot, such as in
shopping malls, amusement parks and ski resorts. FRS two-way radios also
provide parents with an easy way to maintain contact with children when they
are outside playing. In addition, the number of potential business-related
applications for these radios is substantial, including construction crews,
retail stores, restaurants and warehouses.
The Company's MicroTALK two-way radios have innovative features, which make
them easy to use. These include: incoming call alert that lets one user
"ring" another user; voice scrambling that keeps users' conversations private;
talk confirmation tones that subtly let users know when the other party is
done talking; and a retractable antenna that makes it easier to store the
unit. One model even has a unique VibrAlert feature that works like a silent
vibrating pager, which makes it perfect for situations where noiseless
operation is important or where a ring alert cannot be easily heard.
In December, 1999 the Company introduced the first radio to combine a digital
AM/FM stereo with FRS service. Another new model provides access to ten NOAA
weather channels, that includes Cobra's exclusive Weather Alert feature that
automatically alerts users to tune to NOAA emergency broadcasts. Also in 1999
the Company launched its European line of MicroTALK radios in the United
Kingdom, France, Spain, Germany, Sweden, and Finland. A Turkish distributor
was signed in 2000 and the Company expects to add additional distributors when
other European countries approve the technology.
Cobra is also the number one brand in the market for domestic integrated
radar/laser detectors, which in factory sales is approximately $100 million.
Currently, there are approximately 190 million cars and light trucks on the
road and, of those, approximately 10 percent have detectors. Cobra commands
this significant market share by offering innovative products with the latest
technology.
The Company has been a leader in applying laser detection technology,
including introducing the industry's first laser-signal detector and the
industry's first integrated radar/laser detector with 360 degree laser
detection capability. The Company was the first to introduce to the retail
channel "intelligent" detection systems capable of alerting drivers with a
differentiated signal for each of the frequencies emitted by the Company's
patented, FCC-approved Safety Alert transmitter. This transmitter is being
marketed to organizations that operate police, fire, emergency medical
service, construction and public utility vehicles. The Company's Safety Alert
Traffic Warning System is designed to help drivers avoid potentially serious
accidents with vehicles operated by these organizations. In 1997, the Company
began shipments of its new Safety Alert Traffic Warning Detector. This
detector receives all three Safety Alert signals, but does not detect radar or
laser guns. It is targeted at those consumers who want to enhance their
driving safety but who are not interested in radar detection.
Currently, there are approximately 2000 Safety Alert transmitters installed
and operating throughout the fifty states on police, fire and emergency
medical vehicles. Five cities-- Indianapolis, Dayton, Orlando, Las Vegas and
Salt Lake City--have a concentration of transmitters. In the second quarter of
1999, Safety Alert transmitters were featured in a Federal Highway
Administration program to improve highway work zone safety in four midwestern
states. Also, currently underway is the previously announced Illinois
Department of Transportation's high-visibility study to enhance railroad
crossing safety though a system which utilizes Safety Alert transmitters and
receivers.
In the Spring of 1998, the Company began shipping its proprietary 6 Band line
of detectors. Unique to the industry, these detectors were designed to alert
drivers to each of the four current speed monitoring systems in use -- X,K,Ka
and Laser -- plus VG-2, the band that advises that a radar detector is being
used, The sixth band is the Safety Alert Traffic Warning System band. At the
time, this made the unique Cobra six-band detector the most comprehensive
alert system in the industry and for the first time allowed drivers to be
aware of all four speed monitoring systems as well as the presence of VG-2 and
Safety Alert transmissions.
In late 1999, the Company introduced the world's first and only line of 9 Band
radar detection systems. This new line provides detection of two new laser
systems, UltraLite and ProLaser. In addition, the new line is the first to
feature an exclusive Strobe Alert warning that alerts motorist of emergency
vehicles crossing or passing through intersections.
Because of the popularity of the Company's unique 6 Band and 9 Band
technology, Cobra was the fastest growing radar detector brand over the past
several years and has became the market leader.
Major competitors are Motorola (FRS only), Uniden, Midland and Radio Shack
(Citizen Band radios), Whistler, Uniden and Beltronics (Detectors).
SALES AND DISTRIBUTION
Demand for consumer electronics products is somewhat seasonal and varies
according to channel of distribution. Historically, sales in the last half of
the year are greater than in the first half, reflecting increased purchases by
retailers for the holiday selling season. Also, because a greater portion of
the Company's business in 1998 was with mass retail accounts, the Company
experienced a shift in orders from the third quarter to the fourth quarter
when the mass retailers normally begin their load-in for the holiday selling
season. As the Company's channel mix continues to shift more towards retail,
the Company expects additional shifts toward heavier third and fourth quarter
sales volumes.
In 1999 sales to Kmart were 15.7 percent. In 1998, sales to Kmart and DAS
Distributors were 12.9 percent and 11.9 percent, respectively. In 1997 there
were no sales in excess of 10 percent of total net sales to a single customer
or a group of entities under common control. The Company does not believe
that the loss of any one customer would have a material adverse effect on the
business of the Company. The Company's international sales were $4.9 million,
$7.4 million, and $19.1 million in 1999, 1998 and 1997, respectively.
The Company's return policies and payment terms are consistent with those of
other companies serving the consumer electronics market. Market conditions
are such that products generally must be shipped within a short time after an
order is received. As a result, order backlog is not significant.
Cobra products are distributed through a strong, well-established network of
approximately 300 retailers and distributors located primarily in the United
States. Approximately 60 percent of the sales are made directly to domestic
mass marketers, such as catalog showrooms, consumer electronics specialty
stores, large department store chains, television home-shopping,
direct-response merchandisers, home centers and specialty stores, which
feature telephone products or mobile electronics products. Most of the
remaining sales are through two-step wholesale distributors, that carry Cobra
products to fill orders for truck stops, small department stores, appliance
dealers, and for export, as well as direct sales to a large truck stop chain.
Cobra's primary sales force is comprised of independent sales representatives
who work on a straight commission basis. They do not sell products of the
Company's competitors.
The Company's right to sell products under the COBRA trademark is
substantially worldwide. The Company believes the COBRA trademark, which is
indefinitely renewable by the Company, is a significant factor in the
successful marketing of its products.
EMPLOYEES
As of December 31, 1999, the Company employed 115 persons in the U.S. and 11
in its international operations. None of the Company's employees is a member
of a union.
ITEM 2. PROPERTIES:
The Company owns one building in Chicago, Illinois containing a total of
approximately 93,000 sq. feet of office and warehouse space. The Company also
leases 2,300 sq. feet of office space in Hong Kong for its international
operations. The Company believes that these facilities are adequate to meet
its current needs.
ITEM 3. LEGAL PROCEEDINGS:
The Company is subject to various unresolved legal actions which arise in the
normal course of its business, none of which is expected to have a material
adverse effect on the Company's business or financial condition.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS:
None.
PART II
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ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
SHAREHOLDER MATTERS:
The Company's common stock trades on The Nasdaq Stock Market under the symbol
COBR. As of March 10, 2000, the Company had approximately 900 shareholders of
record and approximately 1,400 shareholders for whom securities firms acted as
nominees. The Company's common stock is the only class of equity securities
outstanding. Before April 1, 1993, the common stock of the Company traded
under the symbol DYNA.
Under the terms of its credit agreement, the Company may not pay cash
dividends.
STOCK PRICE AND TRADING VOLUME DATA
STOCK PRICE RANGE
------------------------------------------------------------
TRADING VOLUME
1999 1998 1997
(in thousands)
------------------- ------------------- ------------------
----------------------
Quarter High Low High Low High Low
1999 1998 1997
- ----------- ------ ------- --------- --------- --------- ---------
------ ------ -----
First...... $ 5 1/8 $ 3 1/2 $ 8 5/8 $ 5 5/8 $ 3 5/8 $ 2 1/2
724 2,931 704
Second..... 4 5/8 3 6 3/4 4 3/4 3 3/8 2 1/2
1,259 2,050 583
Third...... 4 1/2 3 5 5/8 3 1/2 8 7/8 2 13/16
1,077 1,684 9,402
Fourth..... 6 3/8 3 5/32 6 1/4
3 5/8 10 7/8 5 1/4 2,477 1,304 4,966
Note: Data compiled from The Nasdaq Stock Market monthly Summary of Activity
reports.
ITEM 6. SELECTED FINANCIAL DATA:
FIVE YEAR FINANCIAL SUMMARY
Years Ended December 31
(in thousands, except per share amounts) 1999 1998
1997 1996 1995
- ---------------------------------------------------- -------- ----------
- ---------- ---------- ----------
<C:
Operating Data:
Net sales......................................... $ 118,693 $ 103,414
$104,098 $ 90,324 $ 90,442
Gross profit...................................... 30,152 24,661
21,551 16,370 16,577
Selling, general and administrative expense....... 23,540 19,747
16,655 14,374 16,097
Operating income (loss)........................... 6,612 4,914
4,896 1,996 480
Gain on sale of building.......................... -- --
1,132 -- --
Tax provision (benefit)........................... 1,774 (10,403)
- -- --
Net income (loss)................................. 3,983 14,200
4,692 601 (1,145)
Net Income (loss) per share:
Basic ............................................ 0.66 2.30
0.76 0.10 (0.18)
Diluted .......................................... 0.65 2.20
0.73 0.10 (0.18)
As of December 31:
Total assets...................................... 59,579 64,419
48,279 42,596 50,081
Short-term debt .................................. 4,083 14,316
10,995 13,277 19,368
Shareholders' equity.............................. 41,572 37,496
23,673 18,713 18,174
Book value per share.............................. 6.80 6.18
3.81 3.29 3.20
Shares outstanding................................ 6,118 6,066
6,218 6,242 6,227
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
CORPORATE OVERVIEW
Net Sales increased 15% in 1999 while gross margin increased to 25.4% from
23.8% in 1998. As a result, pretax income increased 52% from the prior year.
Inventory levels at December 31, 1999 were $8.7 million compared to $14.2
million at the end of 1998, a 39% reduction. As a result of this, increased
earnings and the fact that the Company pays minimal income taxes because of
its net operating loss carryforwards, short-term debt decreased to $4.1
million at December 31, 1999 versus $14.3 million one year earlier.
RESULTS OF OPERATIONS
1999 Compared to 1998
- ---------------------
Pretax income increased by 52% to $5.8 million in 1999, compared to $3.8
million for the prior year period. Net income for 1999 was $4 million, or
$0.65 per diluted share, compared with net income of $14.2 million or $2.20
per diluted share for the prior year period. If adjusted for the tax rate
used in the current period, net income and diluted earnings per share for
1998's full year would have been $2.6 million and $0.41, respectively. Net
income for 1998 included an income tax benefit of $10.4 million, which was due
to the reversal of Cobra's valuation allowance on its deferred tax assets. Net
sales for 1999 increased 15% to $118.7 million from $103.4 million in 1998.
Sales growth, resulted from increased retail distribution and strong demand
for the new microTALK FRS two-way radios and the Company's proprietary 6 Band
radar detectors.
Strong sales of FRS two-way radios and radar detectors were partially offset
by a $8.4 million decline in sales of twenty-five channel cordless telephone
products, as the Company exited that business in 1998. FRS two- way radio
sales benefitted from increased distribution of the Company's microTALK line,
which the Company began shipping in September 1998. This new line has helped
the Company add several new customers, expand placement among existing major
retail accounts and add sporting goods and office supply specialty stores as
new channels of distribution. The increase in radar detector sales was due to
the popularity of the Company's exclusive six-band technology. These new
models, which began shipping at the end of the first quarter of 1998, enabled
the Company to expand retail distribution as well as achieve steady market
share gains during the year. International sales were down from 1998 because
of significantly lower sales of radar detectors to Russia, but lower radar
detector sales were partially offset by sales of the Company's new microTALK
PMR two-way radios in Great Britain.
Gross margin for 1999 improved to 25.4% from 23.8% in 1998 primarily due to a
greater portion of higher-margin Nightwatch Citizen Band radios, MicroTALK
two-way radios and 6 Band radar detectors and lower sales of low margin 25
channel cordless phones in the sales mix.
Selling, general and administrative expense increased $3.8 million during 1999
and, as a percentage of net sales, increased to 19.8% from 19.1% in 1998.
Much of the increase was due to higher selling and marketing costs. One
reason for the increase was the $15.3 million increase in sales volume, which
accounted for a $1 million rise in variable selling expenses. Another reason
was a shift in sales mix in 1999 to more domestic sales, which have much
higher selling expenses associated with them compared to international sales.
Also, selling and marketing expenses increased as the Company continued to
invest significantly in new product development, retail account expansion and
distribution channel gains. These investments have resulted in increased
placement of Cobra products as well as gross margin improvement. Also
contributing to the increase in selling, general and administrative costs were
higher payroll costs, primarily increased bonus expense as a result of the
higher pretax income. Offsetting some of the increase was a decrease in
consulting expense in 1999 versus the prior year as significant consulting
expenses were incurred in 1998 to make the Company's data processing systems
year 2000 compliant.
Interest expense for 1999 decreased to $878,000 from $1.2 million, primarily
because of lower average debt levels, which were driven by reduced inventory
levels, and lower overall interest rates.
The effective tax rate in 1999 was 30.8%. This rate is lower than the federal
statutory rate of 34% primarily due to a permanent difference related to an
increase in the cash surrender value of officer's life insurance. In 1998 the
Company recorded an income tax benefit of $10.4 million. The tax benefit was
due to the elimination of the Company's deferred tax valuation allowance. This
valuation allowance had substantially offset the Company's net deferred tax
asset, a significant portion of which related to the Company's net operating
loss carryforwards. Prior to 1996, the Company had a history of net losses
resulting in a significant net deferred tax asset and a corresponding
valuation allowance. Under SFAS No. 109, a history of operating losses in
recent years generally requires recognition of such an allowance.
Accordingly, the Company recorded a valuation allowance for substantially all
of its net deferred tax asset. However, SFAS No. 109 requires management to
periodically access the need for a valuation allowance. In the fourth quarter
of 1998, due to the continued positive trend in earnings and the successful
launch of the Company's new products, management concluded that there was no
need for a valuation allowance because it is more likely than not that all of
the net deferred tax assets will be realized through future taxable earnings.
In the future, the Company will report a tax provision since the deferred tax
valuation allowance no longer exists to offset any tax expense. At December
31, 1999, the Company had net operating loss carryforwards of $20.1 million.
1998 Compared to 1997
- ---------------------
Net income for 1998 increased to $14.2 million or $2.20 per diluted share from
$4.7 million or $0.73 per diluted share in 1997. Included in net income for
1998 and 1997 were a $10.4 million income tax benefit and a $1.1 million
one-time gain on the sale of a building, respectively. Excluding the tax
benefit and 1997's one-time gain, net income and net income per diluted share
for 1998 increased $237,000 (or 6.7 percent) and $0.04 (or 7.3 percent),
respectively.
Net sales for 1998 remained relatively flat at $103.4 million compared to
$104.1 million in 1997. However, domestic sales, boosted by increased retail
distribution and strong demand for the new MicroTALK FRS two-way radios and
the Company's proprietary 6 Band radar detectors, were up 14 percent from
1997. This helped offset an $11.7 million drop in international sales,
primarily because of lower sales of radar detectors into Russia as a result of
that country's ongoing severe economic problems.
Strong sales of FRS two-way radios and domestic radar detectors were partially
offset by an $11 million decline in sales of radar detectors into Russia
because of that country's ongoing economic problems. FRS two-way radio sales
benefitted from the new MicroTALK line, which the Company began shipping in
September 1998. This new line has helped the Company add several new
customers, expand placement among existing major retail accounts and add
sporting goods and office supply specialty stores as new channels of
distribution. The increase in domestic radar detector sales was due to the
popularity of the Company's proprietary six-band technology. These new
models, which began shipping at the end of the first quarter of 1998, enabled
the Company to achieve steady market share gains during the year. Sales of
cordless telephones decreased $5.8 million, or 36 percent. This decline
reflected lower sales of 25-channel products as the Company shifts its
business to the new line of 900 MHz cordless telephones, which it began
shipping in the third quarter of 1998.
Gross margin for 1998 improved to 23.8% from 20.7% in 1997 primarily due to a
greater portion of higher-margin SoundTracker Citizen Band radios, MicroTALK
two-way radios and 6 Band radar detectors in the sales mix.
Selling, general and administrative expense increased $3.1 million during 1998
and, as a percentage of net sales, increased to 19.1% from 16.0% in 1997.
Much of the increase was due to higher selling and marketing costs. One reason
for the increase was a shift in sales mix in 1998 to more domestic sales,
which have much higher selling expenses associated with them compared to the
selling expenses associated with international sales. Also, selling and
marketing expenses increased as the Company continued to invest significantly
in new product development, retail account expansion and distribution channel
gains. These investments have resulted in increased placement of Cobra
products as well as gross margin improvement. Also contributing to the
increase in selling, general and administrative costs was consulting expense
incurred to make the Company's data processing systems year 2000 compliant and
higher legal and related costs incurred to register and protect the Company's
trademarks worldwide. Offsetting some of the increase was the fact that 1997
selling, general and administrative expense included a charge of $1.1 million
to reduce advertising credits to their net realizable value.
Interest expense for 1998 decreased slightly to $1.2 million from $1.3
million, primarily due to a more favorable banking agreement, entered into in
early 1998, and lower overall interest rates. In 1997, the Company sold a
building that was not needed for operations and was being leased to an outside
party for approximately $2 million, resulting in a one-time gain of $1.1
million.
Other income was $87,000 in 1998 compared to other expense of $60,000 in 1997.
The net favorable change was due to decreased bank fees resulting from the new
bank agreement mentioned above.
In 1998 the Company recorded an income tax benefit of $10.4 million. The tax
benefit was due to the elimination of the Company's deferred tax valuation
allowance. This valuation allowance had substantially offset the Company's net
deferred tax asset, a significant portion of which related to the Company's
net operating loss carryforwards. Prior to 1996, the Company had a history of
net losses resulting in a significant net deferred tax asset and a
corresponding valuation allowance. Under SFAS No. 109, a history of operating
losses in recent years generally requires recognition of such an allowance.
Accordingly, the Company recorded a valuation allowance for substantially all
of the net deferred tax asset. However, SFAS No. 109 requires management to
periodically access the need for a valuation allowance. In the fourth quarter
of 1998, due to the continued positive trend in earnings and the successful
launch of the Company's new products, management concluded that there was no
need for a valuation allowance because it is more likely than not that all of
the net deferred tax assets will be realized through future taxable earnings.
In the future, the Company will report a tax provision since the deferred tax
valuation allowance no longer exists to offset any tax expense. At December
31, 1998, the Company had net operating loss carryforwards of $26.3 million.
LIQUIDITY AND CAPITAL RESOURCES
On December 31, 1999, the Company had a $35 million secured credit agreement
with two financial institutions for a three-year revolving credit facility
that expires February 2, 2001. Loans outstanding under the new agreement bear
interest, at the Company's option, at the prime rate or LIBOR plus 2 percent.
The credit agreement specifies that the Company may not pay cash dividends and
contains a material adverse change clause, which, under certain circumstances,
could accelerate the payment of the debt. The Company classifies the debt as
short-term for financial reporting purposes. At December 31, 1999, the
Company had approximately $22.6 million available under the credit line.
The Company also has a $4.2 million secured credit agreement with the same
institutions under which borrowings are secured by the cash surrender value of
certain life insurance policies owned by the Company. To date, there have been
no borrowings under this agreement, which expires on August 31, 2000.
Net cash flows from operating activities were $11.5 million for the year ended
December 31, 1999. Operating cash flows were generated principally from net
income of $4 million, depreciation and amortization of $2 million and a $5.5
million reduction in inventories. Also contributing to the net cash flows from
operating activities were a $1.5 million decrease in receivables and a $1.4
million increase in accrued liabilities offset by an $1.5 million increase in
other assets and a $2.9 million increase in other current assets. Inventories
decreased mainly because of the strong fourth quarter sales and lower
inventories of cordless telephone products, a business that the Company exited
in 1998. Receivables decreased because of a large payment which was due at
December 31, 1998, but was paid in early January 1999. Accrued liabilities
increased primarily because higher fourth quarter sales led to higher customer
advertising program accruals. Other assets increased primarily due to an
increase in the cash surrender value of officer's life insurance.
Investing activities required cash of $1.4 million in 1999, principally for
the purchase of tooling and equipment.
Financing activities used cash flows of $10.1 million in 1999, reflecting net
repayments of the Company's borrowings under its line-of-credit agreement,
partially offset by the repurchase of 139,700 shares of Company common stock
for an aggregate cost of $535,660. In August 1998, the Company's Board of
Directors authorized a repurchase of up to $1 million of the Company's common
stock. On May 17, 1999, the Company announced that a second repurchase program
has been approved to acquire up to another $1 million of common stock. Through
December 31, 1999, the Company has repurchased 319,200 shares at an aggregate
cost of $1,218,609.
At December 31, 1999, the Company had no material commitments, other than
approximately $39.7 million in outstanding purchase orders for products
compared with $29.1 million at the end of the prior year.
Working capital requirements are seasonal, with demand for working capital
being higher later in the year as customers begin purchasing for the holiday
selling season. The Company believes that cash generated from operations and
from borrowings under its credit agreement will be sufficient in 2000 to fund
its working capital needs. In addition, the majority of any taxable income in
2000 and the forseeable future will be offset by net operating loss
carryforwards that totaled $20.1 million at December 31, 1999. Until the
Company has utilized its net operating loss carryforwards, the cash payment of
federal income taxes will be minimal.
YEAR 2000
The Company, with the assistance of an outside consultant, completed its Year
2000 remediation program during 1999. The program included replacing some
computer hardware and modifying some of the software used in the conduct of
its business. The Company also queried all of its major customers and vendors
as to their preparedness. The responses received indicate that the Company's
major customers and vendors are year 2000 compliant. The final total cost to
the Company of these Year 2000 compliance activities was approximately
$818,000.
To date, the Company has not experienced any significant Year 2000 related
interruptions or failures and does not believe that any of its major customers
or vendors have experienced any such problems that would be expected to have
an adverse impact on the Company's financial condition or results of
operations. Nevertheless, it is possible that Year 2000 related interruptions
or failures could occur in the future.
The failure to correct a Year 2000 problem could interrupt, or result in a
failure of, normal business operations and consequently materially affect the
Company's financial position or results of operations. While the Company
believes its own hardware and software are Year 2000 compliant, the Year 2000
readiness of the Company's customers and vendors is inherently uncertain and
beyond the Company's control. Accordingly, the Company cannot determine at
this time whether the consequences of Year 2000 interruptions or failures will
materially affect the Company's financial position or results of operations.
The Company has not developed formal contingency plans to date. However, as
described under Item 1 (Business) in this report, the Company has a network of
suppliers and the Company does not enter into long-term supply contracts. The
Company believes that, if necessary, other suppliers could be found. As
stated above, the Company is not aware that any of its major customers have
experienced any Year 2000 related interruptions or failures that would be
expected to have an adverse impact on the Company's financial condition or
results of operations. In the event a major customer is not Year 2000
compliant, the Company believes that such non-compliance would be unlikely to
materially affect the Company's financial condition or results of operations.
ITEM 7A MARKET RISK AND FINANCIAL INSTRUMENTS
The Company is subject to market risk associated principally with changes in
interest rates. Interest rate exposure is principally limited to the $4.1
million of debt of the Company outstanding at December 31, 1999. The debt is
priced at interest rates that float with the market, which therefore minimizes
interest rate exposure. A 50 basis point movement in the interest rate on the
floating rate debt would result in an approximately $20,000 increase or
decrease in interest expense and cash flows. The Company does not use
derivative financial or commodity instruments for trading or other purposes.
The Company's suppliers are located in foreign countries, principally in the
Far East, and the Company made approximately 4.1% of its sales outside the
United States in 1999, however, the Company minimizes its foreign currency
exchange rate risk by conducting all of its transactions in US dollars.
FORWARD-LOOKING STATEMENTS
In addition to the historical information presented in this annual report, the
Company has made and will make certain forward-looking statements in this
report, other reports filed by the Company with the Securities and Exchange
Commission, reports to stockholders and in certain other contexts relating to
future net sales, costs of sales, other expenses, profitability, financial
resources, or products and production schedules. Statements relating to the
foregoing or that predict or indicate future events and trends and which do
not relate solely to historical matters identify forward-looking statements.
Forward-looking statements are made pursuant to the safe harbor provisions of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934 and are based on management's beliefs as well as
assumptions made by and information currently available to management.
Accordingly, the Company's actual results may differ materially from those
expressed or implied in such forward-looking statements due to known and
unknown risks and uncertainties that exist in the Company's operations and
business environment, including, among other factors, the failure by the
Company to produce anticipated cost savings or improve productivity, the
failure by the Company or its suppliers or customers to achieve Year 2000
compliance, the timing and magnitude of capital expenditures and acquisitions,
currency exchange rates, economic and market conditions in the United States
and the rest of the world, changes in customer spending levels, the demand for
existing and new products, the continuing availability of suppliers, and other
risks associated with the Company's operations. Although the Company believes
that its forward-looking statements are based on reasonable assumptions, there
can be no assurance that actual results, performance or achievements will not
differ materially from any future results, performance or achievements
expressed or implied by such forward-looking statements. Readers are
cautioned not to place undue reliance on forward- looking statements.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA:
Financial Statements and quarterly financial data are included in this Annual
Report on Form 10-K, as indicated in the index on page 41.
CONSOLIDATED STATEMENTS OF INCOME
Cobra Electronics Corporation
Years Ended December 31 (in
thousands, except per share amounts) 1999 1998 1997
- ----------------------------------- -------- -------- -------
Net sales.......................... $118,693 $103,414 $104,098
Cost of sales...................... 88,541 78,753 82,547
-------- -------- -------
Gross profit....................... 30,152 24,661 21,551
Selling, general and administrative
expense.......................... 23,540 19,747 16,655
-------- ------- -------
Operating income .................. 6,612 4,914 4,896
Other income (expense):
Interest expense................. (878) (1,204) (1,276)
Gain on sale of building......... -- --- 1,132
Other income (expense), net ..... 23 87 (60)
------- ------- -------
Income before income taxes......... 5,757 3,797 4,692
Tax provision (benefit)............ 1,774 (10,403) ---
------- ------- -------
Net income......................... $ 3,983 $14,200 4,692
======= ======= =======
Net income per common share:
Basic $ .66 $ 2.30 $ 0.76
Diluted $ .65 $ 2.20 $ 0.73
Weighted average shares outstanding:
Basic 6,020 6,181 6,207
Diluted 6,107 6,469 6,459
See notes to consolidated financial statements.
CONSOLIDATED BALANCE SHEETS
Cobra Electronics Corporation
At December 31 (in thousands) 1999 1998
- --------------------------------------- ----------- -----------
ASSETS:
Current assets:
Cash.................................. $ 93 $ 100
Receivables, less allowances for claims
and doubtful accounts of $1,381
in 1999 and $985 in 1998............ 25,565 27,055
Inventories, primarily finished goods. 8,689 14,213
Deferred income taxes................. 4,997 6,945
Other current assets.................. 4,192 1,747
------- -------
Total current assets.................. 43,536 50,060
------- -------
Property, plant and equipment, at cost:
Land.................................. 330 330
Buildings and improvements............. 3,619 3,614
Tooling and equipment................. 13,915 12,765
------- -------
17,864 16,709
Accumulated depreciation.............. (13,042) (11,960)
------- -------
Net property, plant and equipment..... 4,822 4,749
------- -------
Other assets:
Deferred income taxes................. 4,581 4,089
Cash surrender value of officers'
life insurance policies............. 5,499 4,553
Other................................. 1,141 968
------- -------
Total other assets.................... 11,221 9,610
------- -------
Total assets............................ $59,579 $64,419
======= =======
See notes to consolidated financial statements.
CONSOLIDATED BALANCE SHEETS (cont.)
Cobra Electronics Corporation
At December 31 (in thousands, except
share data) 1999 1998
- ----------------------------------------- ----------- -----------
LIABILITIES AND SHAREHOLDERS' EQUITY:
Current liabilities:
Accounts payable...................... $ 2,792 $ 3,145
Accrued salaries and commissions...... 1,326 844
Accrued advertising and sales promotion
costs.............................. 2,800 1,804
Accrued product warranty costs........ 2,916 2,211
Other accrued liabilities............. 1,456 2,283
Short-term debt....................... 4,083 14,316
------- -------
Total current liabilities............. 15,373 24,603
Deferred compensation.................... 2,634 2,320
------- -------
Total liabilities........................ 18,007 26,923
------- -------
Commitments and Contingencies
Shareholders' equity:
Preferred stock, $1 par value, shares
authorized-1,000,000; none issued.... --- ---
Common stock, $.33 1/3 par value,
12,000,000 shares authorized,
7,039,100 issued for 1999 and 1998... 2,345 2,345
Paid-in capital........................ 20,301 20,799
Retained earnings...................... 24,455 20,472
------- -------
47,101 43,616
Treasury stock, at cost
(921,009 shares for 1999 and 973,184
shares for 1998)................... (5,529) (6,120)
-------- -------
Total shareholders' equity............. 41,572 37,496
-------- -------
Total liabilities and shareholders'
equity................................. $59,579 $64,419
======== ========
See notes to consolidated financial statements.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Cobra Electronics Corporation
Years Ended December 31(in thousands) 1999 1998 1997
- ------------------------------------- -------- -------- --------
Cash flows from operating activities:
Net income ......................... $ 3,983 $14,200 $ 4,692
Adjustments to reconcile net income
to net cash flows from
operating activities:
Depreciation and amortization..... 1,559 1,541 3,198
Deferred taxes.................... 1,456 (10,403) --
Loss (gain) on sale of fixed assets 37 (1) (1,132)
Changes in assets and liabilities:
Receivables..................... 1,490 (11,370) (3,371)
Inventories..................... 5,524 5,617 (4,412)
Other current assets............ (2,512) (410) (686)
Other assets.................... (1,356) (1,026) (754)
Accounts payable................ (353) (492) 302
Accrued liabilities ............ 1,356 (601) 2,465
Deferred compensation........... 314 89 238
-------- -------- --------
Net cash flows from (used by)
operating activities.............. 11,498 (2,856) 540
-------- ------- --------
Cash flows from investing activities:
Proceeds from sale of fixed assets.. -- 1 1,999
Capital expenditures................ (1,365) (1,579) (1,316)
-------- ------- --------
Net cash flows from (used in)
investing activities.............. (1,365) (1,578) 683
-------- ------- --------
Cash flows from financing activities:
Net borrowings (repayments) under the
line-of-credit agreement.......... (10,233) 3,321 (2,282)
Transactions related to exercise of
stock options, net................ 628 81 268
Transactions related to stock
repurchase........................ (535) (683) ---
-------- ------- --------
Net cash flows from (used in)
financing activities.............. (10,140) 2,719 (2,014)
-------- ------- --------
Net decrease in cash.................. (7) (1,715) (791)
Cash at beginning of year............. 100 1,815 2,606
-------- ------- --------
Cash at end of year................... $ 93 $ 100 $ 1,815
======== ======= ========
1999 1998 1997
-------- -------- --------
Supplemental disclosure of cash flow information
Cash paid during the year for:
Interest $ 953 $ 1,230 $ 1,274
Income taxes 79 --- 338
Non-cash investing and financing
activities:
Tax benefit related to stock
options --- 225 ---
See notes to consolidated financial statements.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Cobra Electronics Corporation
Note
Three Years Ended Rec.
December 31, 1999 Common Paid-In Retained Treasury from
(dollars in thousands) Stock Capital Earnings Stock Officer
- ---------------------------- ------- ------- -------- ------- -------
Balance-January 1, 1997..... $ 2,345 $ 22,062 $ 1,580 $(5,450) (1,824)
Net income................ --- --- 4,692 --- ---
Note receivable interest.. --- --- --- --- (81)
Exchange of note receivable
for common stock (Note 9). --- --- --- (1,905) 1,905
Transactions related to
exercise of options, net.. --- (1,381) --- 1,730 ---
------- --------- -------- -------- --------
Balance-December 31, 1997... $ 2,345 $ 20,681 $ 6,272 $(5,625) ---
Net income................ --- --- 14,200 --- ---
Treasury stock purchase... --- --- --- (683) ---
Transactions related to
exercise of options, net.. --- (107) --- 188 ---
Tax benefit related to
stock options............. --- 225 --- --- ---
------- --------- -------- -------- ------
Balance-December 31, 1998 .. $ 2,345 $ 20,799 $ 20,472 $(6,120) $ ---
Net income................ --- --- 3,983 -- ---
Treasury stock purchase.... --- --- --- (535) ---
Transactions related to
exercise of options, net.. --- (498) --- 1,126 ---
------- -------- ------- ------- --------
$2,345 $ 20,301 $ 24,455 $(5,529) ---
======= ======== ======== ======== ========
See notes to consolidated financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Cobra Electronics Corporation
Three years ended December 31, 1999
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BUSINESS -- The Company designs and markets consumer electronics products,
which it sells under the COBRA brand name principally in the United States. A
majority of the Company's products are purchased from overseas suppliers,
primarily in China, Thailand, Korea, Hong Kong and Japan. The consumer
electronics market is characterized by rapidly changing technology and certain
products may have limited life cycles. Management believes that it maintains
strong relationships with its current suppliers and, if necessary, other
suppliers could be found. Production delays or a change in suppliers,
however, could cause a delay in obtaining inventories and a possible loss of
sales, which could adversely affect operating results. Purchases of product
from vendors and sales to international customers are denominated in US
dollars to minimize foreign currency exchange risk.
PRINCIPLES OF CONSOLIDATION -- The consolidated financial statements include
the accounts of the Company and its subsidiaries. All significant intercompany
balances and transactions have been eliminated in consolidation.
USE OF ESTIMATES -- The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
INVENTORIES -- Inventories are recorded at the lower of cost, on a first-in,
first-out basis, or market.
DEPRECIATION -- Depreciation of buildings, improvements, tooling and equipment
is computed using the straight-line method and the following estimated useful
lives:
Classification Life
- ------------------------- ----------
Buildings................ 30 years
Building improvements.... 20 years
Motor vehicles........... 3-5 years
Equipment................ 5-10 years
Tools, dies and molds.... 2 years
LONG-LIVED ASSETS -- Long-lived assets are reviewed for possible impairment
whenever events indicate that the carrying amount of such assets may not be
recoverable. If such a review indicates an impairment, the carrying amount of
such assets is reduced to estimated recoverable value.
RESEARCH, ENGINEERING AND PRODUCT DEVELOPMENT EXPENDITURES -- Research,
engineering and product development expenditures are expensed as incurred and
amounted to $900,000 in 1999 and 1998 and $800,000 in 1997, respectively.
INCOME TAXES -- The Company provides for income taxes under the asset and
liability method of accounting for deferred income taxes. Deferred tax assets
and liabilities are recorded based on the expected tax effects of future
taxable income or deductions resulting from differences in the financial
statement and tax bases of assets and liabilities. A valuation allowance is
recorded when necessary to reduce net deferred tax assets to the amount
considered more likely than not to be realized.
REVENUE RECOGNITION -- Revenue from the sale of goods is recognized at the
time of shipment. Obligations for sales returns and allowances and product
warranties are recognized at the time of sale on an accrual basis.
NEW ACCOUNTING PRONOUNCEMENTS - In March 1998, the American Institute of
Certified Public Accountants issued Statement of Position 98-1, "Accounting
for the Costs of Computer Software Developed or Obtained for Internal
Use"("SOP 98-1"). SOP 98-1 requires computer software costs associated with
internal use software to be expensed as incurred unless certain capitalization
criteria are met. The effect of this statement does not have a material impact
on the Company's consolidated financial position, results of operations, or
cash flows.
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." SFAS No. 133
establishes accounting and reporting standards for derivative instruments and
for hedging activities. It requires that an entity recognize all derivatives
as either assets or liabilities in the balance sheet and measure these
instruments at fair value. This statement also requires changes in the fair
value of derivatives to be recorded each period in current earnings or
comprehensive income depending on the intended use of derivatives. This
statement is effective on the first day of the first fiscal year beginning
after June 15, 2000, or January 1, 2001 in the case of the Company. The
Company is in the process of assessing the impact that adopting SFAS No. 133
will have on its financial position and results of operations when such
statement is adopted.
(2) TAXES ON INCOME
The provision (benefits) for taxes on earnings for the years ended December
31, 1999, 1998 and 1997 consist of:
(in thousands) 1999 1998 1997
- --------------------------- ------ ----- ----
Current:
Federal $ 318 $ 79 $ 192
State -- -- --
------ -------- -----
318 79 192
Deferred:
Federal 1,128 2,667 1,344
State 328 607 304
------ -------- -----
1,456 3,274 1,648
Change in valuation allowance -- (3,353) (1,840)
Reversal of valuation allowance -- (10,403) --
------ -------- ------
Total $ 1,774 $ (10,403) $ --
====== ======== ======
Deferred tax assets (liabilities) by component at December 31,
1999 and 1998 were:
(in thousands) 1999 1998
- ------------------------------------------ --------- ---------
Net operating loss carryforwards.......... $ 7,760 $ 10,207
Investment tax credit carryforwards....... 7 134
Alternative minimum tax credit carryforwards 1,400 1,159
Tax lease income.......................... (6,309) (6,872)
Receivable reserves....................... 305 218
Warranty reserves......................... 1,198 1,108
Inventory reserves........................ 455 416
Accrued promotion expenses................ 2,411 2,144
Sales related reserves.................... 939 681
Compensation reserves..................... 1,119 1,047
Other, net................................ 293 792
--------- ---------
Net deferred tax assets................... $ 9,578 $ 11,034
========= =========
The tax lease income resulted from the purchase of several 1983 tax lease
agreements to acquire tax benefits under the provisions of the Economic
Recovery Tax Act of 1981. The total cash price paid by the Company was $12.4
million. The economic value of these leases was not impaired by the Tax Reform
Act of 1986. The Company realizes temporary tax savings from accelerated
depreciation and permanent tax savings from credits associated with the
leases, subject to statutory limitations. These savings offset current taxes
payable which would otherwise have been due on income from normal operations.
Prior to 1996, the Company had a history of net losses resulting in a
significant net deferred tax asset and a corresponding valuation allowance.
Under SFAS No. 109, a history of operating losses in recent years generally
requires recognition of such an allowance. Accordingly, the Company recorded
a valuation allowance for substantially all of the net deferred tax asset as
of December 31, 1997.
However, SFAS No. 109 requires management to periodically assess the need for
a valuation allowance. In the fourth quarter of 1998, due to the continued
positive trend in earnings and the successful launch of the Company's new
products, management concluded that there was no need for a valuation
allowance because it is more likely than not that all of the net deferred tax
assets will be realized through future taxable earnings.
At December 31, 1999, the Company has net operating loss carryforwards("NOL")
available to offset future taxable income, and alternative minimum tax credit
carryforwards to offset future income tax payments. The alternative minimum
tax credit carryforwards, amounting to $1,400,000 do not expire. During 1999,
$36,000 of investment tax credit carryforwards expired.
The net operating loss carryforward expires as follows (in thousands):
<CAPTION)
Year of Expiration NOL
- ----------------------- ---------
2000................... $ --
2007................... 6,793
2008................... 9,920
2009................... 3,355
---------
Total.................. $ 20,068
=========
Until the Company has utilized its significant NOL carryforwards, the cash
payment of Federal income taxes will be minimal.
The statutory federal income tax rate (34%) is reconciled to the effective
income tax rates as follows: (in thousands)
Description 1999 1998 1997
- -------------------------------------- ------ ------ ------
Income taxes at statutory federal
income tax rate......................$ 1,957 $ 1,291 $ 1,595
State taxes, net of federal income
tax benefit.......................... 255 178 221
Utilization of net operating loss
carryforwards........................ -- (1,527) (1,816)
Reversal of the valuation allowance..... -- (10,403) --
Permanent items......................... (438) -- --
Other................................... --- 58 --
------ ------ ------
Income tax expense (benefit)............$ 1,774 (10,403) $ --
====== ====== ======
(3) FINANCING ARRANGEMENTS
The Company has a $35 million secured revolving credit facility. In October
1998, the Company and its lenders signed an amendment increasing the credit
line from $35 million to $38.7 million. In August 1999, the Company and its
lenders signed an amendment increasing the credit line from $38.7 million to
$39.2 million. Both increases reflected a separate line of credit under which
borrowings are secured by the cash surrender value of certain life insurance
policies owned by the Company. To date, there have been no borrowings under
this amendment, which expires on August 31, 2000. Borrowings and letters of
credit issued under this agreement are collateralized by the Company's assets,
and usage is limited to certain percentages of accounts receivable and
inventory. Loans outstanding under the agreement bear interest, at the
Company's option, at the prime rate or at LIBOR plus 2 percent. Outstanding
borrowings at December 31, 1999 bear interest at 8.49%.
Maximum borrowings outstanding at any month-end were $16.2 million and $27.5
million in 1999 and 1998, respectively. The maximum value of letters of
credit outstanding at any month end were $11.8 million and $7.4 million in
1999 and 1998, respectively. At December 31, 1999, the Company had
approximately $22.6 million available under its unused credit line.
Aggregate average borrowings outstanding were $12.2 million during 1999 and
$15 million during 1998 with weighted average interest rates thereon of 7.84%
and 8.2% during 1999 and 1998, respectively.
The credit agreement specifies that the Company may not pay cash dividends and
contains a material adverse change clause, which, under certain circumstances,
could accelerate the payment of the debt. The Company classifies the debt as
short-term for financial reporting purposes.
4) FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company's financial instruments include cash, accounts receivable,
accounts payable, short term debt and letters of credit. The carrying values
of cash, accounts receivable and accounts payable approximate their fair value
because of the short maturity of these instruments. The carrying amounts of
the Company's bank borrowings under its credit facility approximate fair value
because the interest rates are reset periodically to reflect current market
rates. The letters of credit reflect fair value as a condition of their
underlying purpose and are subject to fees competitively determined in the
marketplace. The contract value/fair value of the letters of credit at
December 31, 1999 and 1998 was $8.9 million and $5.7 million, respectively.
These letters of credit are only executed with major financial institutions,
and full performance is anticipated.
5) LEASE TRANSACTIONS
The Company leases facilities and equipment under noncancellable leases with
remaining terms of one year or more. The terms of these agreements provide
that the Company pay certain operating expenses. Some of these lease
agreements also provide the Company with the option to purchase the related
assets at the end of the respective initial lease terms.
Total minimum rental amounts committed in future years as of December 31, 1999
are as follows:
Operating Capital
(in thousands) Leases Leases Total
-------------- --------- ------- -----
2000 $ 78 $ 42 $ 120
2001 73 -- 73
2002 71 -- 71
2003 71 -- 71
2004 18 -- 18
----- ----- -----
Total $311 $ 42 $353
===== ===== =====
Total rental expense amounted to $57,000 in 1999, $7,000 in 1998 and $6,000 in
1997. Future capital lease rental payments include executory costs of $8,000,
interest expense of $2,000 and principal payments of $32,000, which are
included in other accrued liabilities in the consolidated balance sheet.
6) SHAREHOLDERS' EQUITY
PREFERRED STOCK -- Preferred stock is issuable from time to time in one or
more series, each of which may have such voting powers, designations,
preferences, relative participating, optional or other special rights, and
qualifications, limitations or restrictions thereof, as shall be stated and
expressed in the resolution or resolutions providing for the issue of such
stock adopted by the Board of Directors. No preferred stock has been issued.
EARNINGS PER SHARE
1999 1998 1997
Income:
Income available to common
shareholders (thousands) $ 3,983 $14,200 $4,692
Basic earnings per share:
Weighted-average shares
outstanding 6,019,543 6,180,592 6,206,812
Basic earnings per share $ 0.66 $2.30 $0.76
======== ========= =========
Diluted earnings per share:
Weighted-average shares
outstanding 6,019,543 6,180,592 6,206,812
Dilutive shares issuable
in connection with
stock option plans 494,625 706,750 739,375
Less: shares purchasable
with proceeds (407,288) (418,645) (487,363)
--------- --------- ---------
Total 6,106,880 6,468,697 6,458,824
========= ========= =========
Diluted earnings per share $ 0.65 $2.20 $0.73
========= ========= ========
7) STOCK OPTION PLANS
The Company has seven Stock Option Plans-- 1998, 1997, 1995, 1988, 1987, 1986
and 1985 ("the Plans"). Under the terms of the Plans, the consideration
received by the Company upon exercise of the options may be paid in cash or by
the surrender and delivery to the Company of shares of its common stock, or by
a combination thereof. The optionee is credited with the fair market value of
any stock surrendered and delivered as of the exercise date.
The Company applies Accounting Principles Board Opinion No. 25 and related
Interpretations in accounting for the Plans. Accordingly, no compensation
cost has been recognized as options are granted with an exercise price equal
to the fair market value of the Company's common stock on the date of grant.
Had compensation cost been determined consistent with SFAS No. 123,
"Accounting for Stock-Based Compensation", which requires measuring
compensation cost at the fair value of the options granted, the Company's net
income and net income per common share would have been adjusted to the pro
forma amounts indicated below (in thousands, except per share amounts):
1999 1998 1997
Net income: As reported $ 3,983 $14,200 $4,692
Pro forma 3,439 13,545 4,366
Net income per common share:
Basic: As reported $ 0.66 $2.30 $ 0.76
Pro forma 0.57 2.19 0.70
Diluted: As reported $ 0.65 $2.20 $ 0.73
Pro forma 0.56 2.09 0.68
The fair value of each option is estimated on the date of grant using the
Black-Scholes option-pricing model with the following weighted average
assumptions used: no dividends; expected volatility of 47 percent; risk-free
interest rate of 6 percent; and expected lives of 5 years.
A summary of certain provisions and amounts related to the Plans follows:
1998 1997 1995 1988
1987 1986 1985
Plan Plan Plan Plan
Plan Plan Plan
- --------------------------------------- --------- -------- ------- --------
- -------- -------- ------
Authorized, unissued shares originally
available for grant................... 310,000 300,000 300,000 500,000
150,000 225,000 525,000
Shares granted........................... 250,000 259,625 283,875 500,000
150,000 225,000 525,000
Shares available for grant at December 31,
1999.................................. 60,000 40,375 16,125 -0-
-0- -0- -0-
Options exercisable at December 31, 1999. 37,500 100,625 113,875 214,750
14,875 48,500 375
A summary of the status of the Plans as of December 31, 1999, 1998 and 1997,
and changes during the years ended on those dates is presented below:
1999 1998
1997
-----------------
- ---------------- ----------------
Weighted
Weighted Weighted
Average
Average Average
Shares Exercise Shares
Exercise Shares Exercise
Fixed Options (000) Price (000)
Price (000) Price
- --------------------------------------- ------- --------- -------
- -------- ------- --------
Outstanding at beginning of year 1,124 $4.39 914
$3.82 935 $3.06
Granted 100 4.13 288
6.36 374 4.46
Exercised (192) 3.36 (28)
2.88 (328) 2.63
Cancellations and Expirations ( 5) 2.88 (50)
6.13 (67) 2.65
------- -------
-------
Outstanding at end of year 1,027 4.58 1,124
4.39 914 3.82
Options exercisable at year end 531 518
388
Weighted-average fair value of options
granted during the year $2.02
$3.07 $2.20
The following table summarizes information about stock options outstanding at
December 31, 1999:
Options Outstanding
Options Exercisable
-------------------------------------
- -------------------------
Weighted
Weighted Average
Weighted
Number Average Remaining
Number Average
Range of Outstanding Exercise Contractual
Exercisable Exercise
Exercise Prices (000) Price Life
(000) Price
- ---------------- --------- ----------- ----------- -----------
- -------- ---------
Less than $2 17 $1.86 .3
17 $1.86
$2.01 to $3.00 155 2.86 1.7
83 2.84
$3.01 to $4.00 322 3.67 0.6
285 3.71
$4.01 to $5.00 100 4.13 3.6
- -- --
$5.01 to $6.00 300 5.63 3.1
113 5.63
$6.01 to $7.00 95 6.80 3.1
24 6.80
$7.01 to $8.00 38 8.00 3.2
9 8.00
---
- ---
Total 1,027 4.58 2.1
531 4.13
===
===
(8) RETIREMENT BENEFITS
The only qualified retirement plan for employees is the Cobra Electronics
Corporation Profit Sharing and 401(k) Incentive Savings Plan (the "Plan").
The Company may make a discretionary annual profit sharing contribution that
is allocated among accounts of persons employed by the Company for more than
one year, prorated based on the compensation paid to such persons during the
year. Profit sharing expense for 1999, 1998 and 1997 was $245,000, $179,000
and $169,000, respectively.
As of December 31, 1999 and 1998, deferred compensation of $2.6 million and
$2.3 million, respectively, was recorded as a long-term liability. The
current portion of the deferred compensation liability was included in accrued
salaries and commissions, and amounted to $253,000 at December 31, 1999 and
1998. Deferred compensation obligations arise pursuant to outstanding key
executive employment agreements, the majority of which relates to the former
president and chief executive officer.
(9) RELATED PARTY TRANSACTIONS
In August 1997, the Company exchanged its note receivable from the Company's
former president and chief executive officer, of approximately $1.9 million,
for 300,000 common shares owned by the executive. In 1990, pursuant to an
employment agreement, the executive exercised options on 375,000 common shares
by executing a note with the Company in the amount of $1.25 million. The face
amount of the note plus accrued interest amounted to $1.9 million at the date
of exchange.
(10) COMMITMENTS
At December 31, 1999 and 1998, the Company had outstanding inventory purchase
orders with suppliers totaling approximately $39.7 million and $29.1 million,
respectively.
(11) INDUSTRY SEGMENT INFORMATION
The Company operates in only one business segment--consumer electronics (see
Note 1). The Company has a single sales department and distribution channel
which provides all product lines to all customers. Excluding Company-owned
tooling at suppliers with a net book value of $875,000 at December 31, 1999,
assets located outside the United States are not material. International
sales were $4.9 million, $7.4 million and $19.1 million in 1999, 1998 and
1997, respectively. For 1999 and 1998, sales to one particular country were
not material. For 1997, approximately 64% of the international sales were to
customers in Russia. For 1999, sales to one customer totaled 15.7% of
consolidated net sales. For 1998, sales to two customers totaled 12.9% and
11.9% of consolidated net sales. The Company does not believe that the loss
of any one customer would have a material adverse effect on its results of
operations or financial condition.
(12) ADVERTISING BARTER CREDITS
During 1992, the Company received $3.8 million of advertising credits in
exchange for certain discontinued products. These credits can be used to
reduce the cash cost of a variety of media services (by 30 to 50 percent)
prior to their expiration date, which has been extended to December 2000. The
Company is exploring opportunities to exchange a portion of the credits
for various goods and services used by the Company as well as the outright
sale of the credits to third parties. During 1999, 1998, and 1997, the
Company utilized credits of approximately $2,000, $6,000, and $10,000,
respectively. In 1997, the Company recorded a charge of $1.1 million to reduce
the credits to their estimated net realizable value. The credits had no net
carrying value at December 31, 1999 and 1998.
(13) OTHER ASSETS
Other assets at December 31, 1999 and 1998 included the cash surrender value
of officers' life insurance policies. The cash value of officers' life
insurance policies is pledged as collateral for the Company's secured lending
agreement and is maintained to fund deferred compensation obligations (see
Notes 3 and 8).
(14) CONTINGENCIES
The Company is subject to various unresolved legal actions which arise in the
normal course of its business. None of these matters is expected to have a
material adverse effect on the Company's financial position or results of
operations. However, the ultimate resolution of these matters could result
in a change in the Company's estimate of its liability for these matters.
Quarterly Financial Data (Unaudited)
(In thousands, except per share amounts)
Quarter Ended
- ------------------------------------------------------------------------------
- ------------
March 31 June 30 September
30 December 31
--------------------- ---------------------
- --------------------- ---------------------
1999 1998 1999 1998 1999
1998 1999 1998
---------- ---------- ---------- ---------- ----------
- ---------- ---------- ----------
Net sales.........$ 19,874 $ 21,172 $ 26,213 $ 22,440 $34,346 $
26,223 $ 38,260 $ 33,579
Cost of sales..... 14,809 16,921 19,700 16,976 26,082
19,720 27,950 25,136
Gross profit...... 5,065 4,251 6,513 5,464 8,264
6,503 10,310 8,443
Selling, general
and administra-
tive expense.... 4,829 3,737 5,091 4,096 6,362
5,300 7,258 6,614
Operating income.. 236 514 1,422 1,368 1,902
1,203 3,052 1,829
Gain on sale of
building........ -- -- -- -- --
-- --
Tax provision (benefit) 23 -- 442 - 442 --
867 (10,403)
Net income 37 237 833 1,265 885
678 2,228 12,020
Net income
per share (a):
Basic............. 0.01 0.04 0.14 0.20 0.15
0.11 .37 1.98
Diluted........... 0.01 0.04 0.14 0.19 0.15
0.11 .36 1.92
Weighted average
shares outstanding:
Basic............. 6,077 6,218 6,019 6,235 5,981
6,210 6,003 6,066
Diluted........... 6,223 6,625 6,122 6,539 6,077
6,383 6,116 6,273
Stock Price:
High 5 1/8 8 5/8 4 5/8 6 3/4 4 1/2
5 5/8 6 3/8 6 1/4
Low 3 1/2 5 5/8 3 4 3/4 3
3 1/2 3 5/32 3 5/8
End of Quarter 3 3/4 6 1/4 4 5 1/16 3 3/16
3 3/4 4 15/16 4 11/16
Trading Volume 724 2,931 1,259 2,050 1,077
1,684 2,477 1,304
(a) The total quarterly income per share may not equal the annual amount
because net income per share is calculated independently for each quarter.
INDEPENDENT AUDITORS' REPORT
- ----------------------------
To the Board of Directors and Shareholders
of Cobra Electronics Corporation
Chicago, Illinois
We have audited the accompanying consolidated balance sheets of Cobra
Electronics Corporation and subsidiaries as of December 31, 1999 and 1998, and
the related consolidated statements of income, shareholders' equity, and cash
flows for each of the three years in the period ended December 31, 1999. Our
audits also included the financial statement schedule for the three years
ended December 31, 1999, listed in the Index at Item 14. These financial
statements and financial statement schedule are the responsibility of the
Company's management. Our responsibility is to express an opinion on the
financial statements and financial statement schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of Cobra Electronics Corporation and
subsidiaries at December 31, 1999 and 1998, and the results of their
operations and their cash flows for each of the three years in the period
ended December 31, 1999 in conformity with generally accepted accounting
principles. Also, in our opinion, such financial statement schedule, when
considered in relation to the consolidated financial statements taken as a
whole, presents fairly in all material respects the information set forth
therein.
DELOITTE & TOUCHE LLP
Chicago, Illinois
February 23, 2000
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None
PART III
--------
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information in response to this item will be set forth under "Directors and
Nominees," in a definitive proxy statement to be filed by the Company pursuant
to Regulation 14A, within 120 days after the close of the Company's 1999
fiscal year, which information is hereby incorporated by reference. The
information under "Section 16(a) Beneficial Ownership Reporting Compliance"
included in the definitive proxy statement is hereby incorporated by
reference.
The executive officers of the Company are as follows:
Name, Age and Has Held Present Prior Business Experience
Present Position Position Since in Past Five Years
- -------------------- ---------------- -------------------------
James Bazet, 52, Jan. 1998 Executive Vice President and
President and Chief Chief Operating Officer,
Executive Officer* July 1997 to December 1997.
President and Chief
Executive Officer, Ryobi
Motor Products Floor Care
Division, 1995 - 1997
Carl Korn, 78, Nov. 1961
Chairman*
Gerald M. Laures, 52, Mar. 1994 Corporate Secretary,
Vice President-Finance July 1989 to present
and Corporate Secretary*
Anthony Mirabelli, 58, Feb. 1997 Vice President of
Senior Vice President, Marketing, Uniden America
Marketing and Sales Corporation, 1992 - 1997.
* Is also a director.
ITEM 11. EXECUTIVE COMPENSATION
Information in response to this item will be set forth in a definitive proxy
statement to be filed by the Company pursuant to Regulation 14A within 120
days after the close of the Company's 1999 fiscal year, and such information,
other than the information required by Item 402(k) ("Board Compensation
Committee Report on Executive Compensation") and Item 402(l) ("Performance
Graph") under Regulation S-K adopted by the Securities and Exchange
Commission, is hereby incorporated by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
Information in response to this item will be set forth in a definitive proxy
statement to be filed by the Company pursuant to Regulation 14A within 120
days after the close of the Company's 1999 fiscal year, and such information
is hereby incorporated by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information in response to this item will be set forth in a definitive proxy
statement to be filed by the Company pursuant to Regulation 14A within 120
days after the close of the Company's 1999 fiscal year, and such information
is hereby incorporated by reference.
PART IV
-------
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
AND REPORTS ON FORM 8-K
[a] Index to Consolidated Financial Statements and Schedules
--------------------------------------------------------
Page or
Schedule
Description Number
------------------------------------------------ --------
1. Consolidated Statements of Income for the
three years ended December 31,1999........... 20
Consolidated Balance Sheets as of December 31,
1999 and 1998................................ 21-22
Consolidated Statements of Cash Flows for the
three years ended December 31, 1999.......... 23-24
Consolidated Statements of Shareholders' Equity
for the three years ended December 31, 1999.. 25
Notes to Consolidated Financial Statements...... 26-36
Quarterly Financial Data........................ 37
Independent Auditors' Report.................... 38
2. Schedule:
Valuation and Qualifying Accounts - 1999, 1998
and 1997..................................... 42
All other financial schedules have been omitted
because the required information is contained in
the consolidated financial statements and notes
thereto, or such information is not applicable.
3. Exhibits:
See Index to Exhibits on pages 45 through 46.
[b] During the three months ended December 31, 1999 the Company
filed no Current Reports on Form 8-K.
Schedule II
COBRA ELECTRONICS CORPORATION
VALUATION AND QUALIFYING ACCOUNTS
FOR THE THREE YEARS ENDED DECEMBER 31, 1999
(in thousands)
-------------------------------------------
Balance at Additions Deductions
Balance at
beginning charged to from
end of
of period expense reserves
Other,net period
---------- ---------- ----------
---------- -----------
1999
- ----------------------------------
Allowance for claims and doubtful
accounts......................... $ 985 $ 399 $ (122)[a]
$ 119 [b] $ 1,381
Advertising barter credit
valuation allowance.............. $ 3,180 $ --- $ ---
$ (1) $ 3,179
1998
- ----------------------------------
Allowance for claims and doubtful
accounts......................... $ 958 $ 321 $ (294)[a]
$ --- $ 985
Advertising barter credit
valuation allowance.............. $ 3,185 $ --- $ ---
$ (5) $ 3,180
Tax valuation allowance........... $ 13,756 $ --- $ ---
$ (13,756)[c] $ 0
1997
- ----------------------------------
Allowance for claims and doubtful
accounts......................... $ 792 $ 127 $ (7)[a]
$ 46 [b] $ 958
Reserve for disposal of
discontinued operation.......... $ 658 $ --- $ (658)[d]
$ --- $ 0
Advertising barter credit
valuation allowance.............. $ 2,041 $ 1,144 $ ---
$ --- $ 3,185
Tax valuation allowance........... $ 15,596 $ --- $ ---
$ (1,840)[c] $ 13,756
[a] Uncollectible accounts written off.
[b] Net adjustments to the reserve with an offsetting entry to receivables.
[c] Decrease in allowance reflects the change in net deferred tax assets
excluding alternative minimum income tax paid. 1998 amount includes
reversal of remaining $10,403 valuation allowance on December 31, 1998,
as management has assessed that such valuation allowance is no longer
necessary.
[d] All assets related to discontinued operations were sold in 1997.
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this Report to be signed on its behalf by the undersigned,
thereunto duly authorized.
COBRA ELECTRONICS CORPORATION
/s/ Gerald M. Laures
--------------------------
Gerald M. Laures
Vice President - Finance
and Corporate Secretary
Dated: March 28, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated above.
/s/ James Bazet Director, President and Chief Executive
- --------------------- Officer
James Bazet
/s/ Carl Korn Director and Chairman of the Board
- ---------------------
Carl Korn
/s/ William P. Carmichael Director
- ---------------------
William P. Carmichael
/s/ James W. Chamberlain Director
- ---------------------
James W. Chamberlain
/s/ Gerald M. Laures Director, Vice President - Finance and
- ---------------------- Secretary (Principal Financial and
Gerald M. Laures Accounting Officer)
/s/ Ian R. Miller Director
- ----------------------
Ian R. Miller
/s/ Harold D. Schwartz Director
- -----------------------
Harold D. Schwartz
INDEX TO EXHIBITS
-----------------
Exhibit
Number Description of Document
- ------- --------------------------------------------------------
3(i) Restated certificate of Incorporation, as amended October
28,1998
3(ii) Amended and Restated Bylaws, as amended October 28, 1998.
10-1 # 1985 Key Employees Nonqualified Stock Option Plan--Filed
as exhibit No. 10-6 to the Registrant's Form 10-K for
the year ended December 31, 1985 (File No. 0-511),
hereby incorporated by reference.
10-2 # 1986 Key Employees Nonqualified and Incentive Stock
Option Plan--Filed as exhibit No. 10-6 to the
registrant's Form 10-K for the year ended December 31,
1990 (File No. 0-511), hereby incorporated by reference.
10-3 # 1987 Key Employees Nonqualified and Incentive Stock
Option Plan--Filed as exhibit No. 10-7 to the
Registrant's Form 10-K for the year ended December 31,
1990 (File No. 0-511), hereby incorporated by reference.
10-4 # 1988 Key Employees Nonqualified and Incentive Stock
Option Plan--Filed as exhibit No. 10-8 to the
Registrant's Form 10-K for the year ended December 31,
1990 (File No. 0-511), hereby incorporated by reference.
10-5 # Deferred Compensation Plan dated as of December 23,
1992--Filed as exhibit No. 10-19 to the Registrant's
Form 10-K for the year ended December 31, 1992 (File No.
0-511), hereby incorporated by reference.
10-6 # 1995 Key Employees Nonqualified and Incentive Stock
Option Plan.-- filed as Exhibit No. 10-23 to
the Registrant's Form 10-K for the year ended December
31, 1995 (File No. 0-511).
10-7 Non-Exclusive License Agreement between Cobra Electronics
Corporation and Yupiteru Industries Co., Ltd. dated as of
May 21, 1996 -- filed as Exhibit No. 10-27 to
the Registrant's Form 10-K for the year ended December
31, 1996 (File No. 0-511).
10-8 Non-Exclusive License Agreement between Cobra Electronics
Corporation and Sunkyong America, Inc. Dated as of May 1,
1996.-- filed as Exhibit No. 10-28 to
the Registrant's Form 10-K for the year ended December
31, 1996 (File No. 0-511).
10-9 # Employment Agreement between Cobra Electronics Corporation
and Anthony Mirabelli dated January 31, 1997.-- filed as
Exhibit No. 10-29 to the Registrant's Form 10-K for the
year ended December 31, 1996 (File No. 0-511).
10-10 Termination of Safe Harbor Lease between Cobra Electronics
Corporation and the Department of Transportation of
Maryland dated as of November 15, 1996.-- filed as
Exhibit No. 10-30 to the Registrant's Form 10-K for the
year ended December 31, 1996 (File No. 0-511).
10-11 # Employment Agreement between Cobra Electronics Corporation
and James R. Bazet dated May 11, 1999 -- filed as
Exhibit No. 10-16 to the Registrant's Form 10-Q for the
quarter ended June 30, 1999 (File No. 0-511).
10-12 Loan and Security Agreement dated February 3, 1998, by and
between the Registrant and LaSalle Business Credit, Inc.
and LaSalle National Bank.
10-13 # 1998 Stock Option Plan, as amended,
(incorporated by reference to Exhibit 99.1 of the
Registration Statement on Form S-8, File No, 333-63501)
10-14 *# Cobra Electronics Corporation Executive Deferred
Compensation Plan dated May 11, 1999.
10-15 *# Cobra Electronics Corporation Deferred Compensation Plan
For Select Executives dated December 21, 1999.
10-16 *# Cobra Electronics Corporation Executive Retirement Trust
dated May 11, 1999 between Cobra Electronics
Corporation and Gerald Laures, as trustee, for the benefit
of James Bazet dated May 11 1999.
21 * Subsidiaries of the Registrant.
23 * Consent of Deloitte & Touche LLP dated March 28, 2000.
27 * Financial data schedule required under Article 5 of
Regulation S-X.
- -----------------------------------------------------------------
* Filed herewith.
# Executive compensation plan or arrangement.
EXHIBIT 21
COBRA ELECTRONICS CORPORATION
SUBSIDIARIES OF THE REGISTRANT
==============================
STATE OR OTHER
NAME UNDER WHICH SUBSIDIARY OWNERSHIP JURISDICTION
DOES BUSINESS PERCENTAGE OF INCORPORATION
=========================== ========== ================
Cobra Electronics (HK) Limited 100 Hong Kong
Cobra Electronics Corporation
Europe Limited 100 England
EXHIBIT 23
INDEPENDENT AUDITORS CONSENT
============================
We consent to the incorporation by reference in Registration Statement (File
Number 333-63501) of Cobra Electronics Corporation and subsidiaries on Form
S-8 of our report dated February 23, 2000, appearing in the Annual Report on
Form 10-K of Cobra Electronics Corporation and subsidiaries for the year
ended December 31, 1999.
DELOITTE AND TOUCHE LLP
Chicago, Illinois
March 28, 1999
Exhibit 10-14
COBRA ELECTRONICS CORPORATION EXECUTIVE
DEFERRED COMPENSATION PLAN
1. TITLE AND PURPOSE. The title of the arrangement set forth by the terms of
this document, as the same shall be amended from time to time, shall be called
Cobra Electronics Corporation Executive Deferred Compensation Plan. Such
arrangement (the Plan) is established by Cobra Electronics Corporation (the
Company) to provide the deferred compensation for James Bazet, President and
Chief Executive Officer of the Company, generally described in Paragraph 8 of
the Employment Agreement dated as of May 11, 1999 between the Company and Mr.
Bazet (the Employment Agreement). Any rights or benefits to which the
Participant or any beneficiary with respect to the Participant is entitled
pursuant to, or with respect to, the Plan are in lieu of all benefits and
rights to which any such person is entitled pursuant to, or with respect to,
Paragraph 8 of such Employment Agreement. The Plan shall not be a funded plan,
and the Company shall be under no obligation to set aside any funds for the
purpose of making payments under the Plan. Any payments hereunder shall be
made out of the general assets of the Company.
2. DEFINITIONS. As used herein the following words and phrases shall have the
following respective meanings when capitalized:
(a) Annual Compensation. The amount of salary and bonus received from the
Company by the Participant during a calendar year pursuant to Paragraph 2 of
the Employment Agreement.
(b) Average Annual Compensation. The average of the Annual Compensation
amounts for the three calendar years for which the Annual Compensation
amounts are highest.
(c) Cause. Embezzlement, misappropriation, theft or other criminal conduct,
of which the Participant is convicted, related to the property and assets of
the Company or willful refusal to perform or substantial disregard of the
Participant's duties as assigned to the Participant by the Company's board of
directors, unless the Participant has reasonable and just cause for such
refusal to perform or disregard of the Participant's duties or the Participant
commences immediate corrective actions within 15 days after notice by the
Chairman of the board of directors of the board's objection to the
Participant's refusal to perform or disregard of the Participant's duties.
(d) Change of Control. (1) Any person, including a group within the meaning
of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, acquires
the beneficial ownership of, and the right to vote, shares having at least
50% of the aggregate voting power of the class or classes of capital stock of
the Company having the ordinary and sufficient voting power (not depending
upon the happening of a contingency) to elect at least a majority of the
directors of the board of directors of the Company (the Outstanding Voting
Securities); (2) as the result of any tender or exchange offer, substantial
purchase of the equity securities, merger, consolidation, sale of assets or
contested election, or any combination of the foregoing transactions, the
persons who were directors of the Company immediately prior to such trans-
action or transactions do not constitute a majority of the board of directors
of the Company (or of the board of directors of any successor to or assign
of the Company) immediately after the next meeting of stockholders of the
Company (or such successor or assign) following such transaction; (3) there
is consummated a reorganization, merger or consolidation of the Company or
sale or other disposition of all or substantially all of the assets of the
Company (a Corporate Transaction), excluding any Corporate Transaction
pursuant to which (i) all or substantially all of the individuals or
entities who are the beneficial owners, respectively, of the Outstanding
Voting Securities immediately prior to such Corporate Transaction will
beneficially own, directly or indirectly, more than 50% of the combined
voting power of the outstanding securities entitled to vote generally in the
election of directors of the corporation resulting from such Corporate
Transaction (including, without limitation, a corporation which as a result
of such transaction owns the Company or all or substantially all of the
Company's assets either directly or indirectly) in substantially the same
proportions relative to each other as their ownership, immediately prior to
such Corporate Transaction, of the Outstanding Voting Securities; (ii) no
person (other than the Company, any employee benefit plan (or related trust)
sponsored or maintained by the Company or any corporation controlled by the
Company) will beneficially own, directly or indirectly, 50% or more of the
combined voting power of the outstanding securities of the corporation
resulting from such Corporate Transaction entitled to vote generally
in the election of directors and (iii) the persons who were directors of the
Company immediately prior to such Corporate Transaction will constitute at
least a majority of the board of directors of the corporation resulting from
such Corporate Transaction.
(e) Company. Cobra Electronics Corporation and any corporation which succeeds
to the business of Cobra Electronics Corporation.
(f) Compensation Committee. The Compensation Committee of the board of
directors of the Company.
(g) Disability. The Participant is physically or mentally unable to perform
his duties described in the Employment Agreement for a period of 180 con-
secutive days.
(h) Employment Agreement. The Employment Agreement dated May 11, 1999 between
the Company and James Bazet.
(i) Participant. James Bazet, President and Chief Executive Officer of the
Company.
(j) Payment Period. 10 years, plus one year for each Year of Service in
excess of 10 Years of Service; provided, however, that the Payment Period
shall in no event exceed 15 years. The Payment Period shall begin on the
first regular Company pay day following the Participant's termination of
employment.
(k) Voluntary Change in Status. The first to occur of the following events (i)
the Participant is removed as a director of the Company prior to the
termination of the Participant's full-time employment with the Company, (ii)
the Participant is demoted in title or responsibilities and duties during the
Participant's period of employment with the Company, (iii) the Participant is
prevented by the board of directors of the Company from exercising the duties
and responsibilities of the President or Chief Executive Officer, and as a
result thereof the Participant voluntarily terminates employment with the
Company, or (iv) there is a breach by the Company of a material provision of
the Employment Agreement, which breach remains uncured for at least sixty
(60) days following written notice from the Participant.
(l) Years of Service. The number of complete years included in the period of
time commencing on August 1, 1997 and ending on the date the Participant's
employment with the Company terminates.
3. DEFERRED COMPENSATION PAYMENTS. Subject to Section 9, if the Participant's
employment with the Company terminates for any reason other than his death or
Cause, the Participant shall be entitled to receive a payment every two weeks
during the Payment Period, with the first such payment being made on the first
day of the Payment Period. The amount of each payment shall equal the product
of (i) one-twentysixth (1/26) of 60% of Average Annual Compensation multi-
plied by (ii) the Participant's Vested Percentage based upon Years of Service
and determined in accordance with the following table and the following two
sentences:
Years of Service Participant's Vested
Percentage
Less than 4 full years .00
4 full years .10
5 full years .20
6 full years .30
7 full years .40
8 full years .60
9 full years .80
10 full years or more 1.00
In the event the Participant's employment is terminated by the Company for
reasons other than Cause or the Participant incurs a Voluntary Change in
Status prior to completing seven full Years of Service, the Participant shall
be deemed to have completed seven full Years of Service for purposes of
determining his Vested Percentage under the table above. In the event of a
Change in Control or the Participant's Disability while the Participant is
employed by the Company, the Participant shall be deemed to have completed
ten full Years of Service for purposes of determining his Vested Percentage
under the table above. Neither the Participant nor any other individual or
person including, but not limited to, the Participant's estate, shall be
entitled to receive any further payments pursuant to this Section 3 subse-
quent to the Participant's death and any benefits payable after the
Participant's death shall be determined in accordance with Section 4.
4. PAYMENTS FOLLOWING DEATH.
(a) In the event that the Participant dies before he begins to receive
payments under Section 3, the Participant's designated beneficiary shall be
entitled to receive a payment every two weeks, with the first such payment
being made on the first regular Company pay day following the Participant's
death. The amount of each payment shall equal the greater of (i) one-
twentysixth (1/26) of 100% of the Participant's annual salary for the
calendar year during which the Participant's death occurs, provided, however,
that the Participant's salary for such year shall be determined as if the
Participant had remained employed by the Company through December 31 of such
calendar year, and (ii) the bi-weekly payment amount that the Participant
would have received pursuant to Section 3 determined as if the Participant's
employment terminated on his date of death for reasons other than his death
and other than Cause. In the event that the Participant's designated bene-
ficiary receives payments calculated pursuant to clause (i) of the
foregoing sentence, such payments shall be made for a period of 10 years; and,
in the event that the Participant's designated beneficiary receives payments
calculated pursuant to clause (ii) of the foregoing sentence, such payment
shall be made for the Payment Period determined as of the date of the Partici-
pant's death. Notwithstanding the foregoing, the Participant's designated
beneficiary may elect to instead receive a single lump sum payment of an
amount equal to the present value, as determined by the certified public
accounting firm that prepares the Company's audited financial statements at
the time of the Participant's death, of the aggregate amount of such biweekly
payments using a discount rate equal to the annual interest rate of 10-year
Treasury securities for the month containing the Participant's date of death
plus one percent.
(b) In the event that the Participant dies after he begins to receive payments
under Section 3, the Participant's designated beneficiary shall be entitled to
receive a payment every two weeks with respect to the remainder of the Payment
Period. The amount of each payment shall equal the bi-weekly payment amount
received by the Participant prior to his death pursuant to Section 3. The
first of such payments shall be made to such designated beneficiary as soon as
practicable following the first pay day of the Company following the
Participant's death. Notwithstanding the foregoing, the Participant's
designated beneficiary may elect to instead receive a single lump sum payment
of an amount equal to the present value, as determined by the certified
public accounting firm that prepares the Company's audited financial
statements at the time of the Participant's death, of the aggregate amount of
such biweekly payments using a discount rate equal to the annual interest
rate of 10-year Treasury securities for the month containing the
Participant's date of death plus one percent.
(c) A Participant's designated beneficiary shall be the person or entity
designated by the Participant in a writing delivered to the Compensation
Committee. If no such designation has been made, or if the designated
beneficiary predeceases the Participant, the Participant's designated
beneficiary shall be (a) the surviving spouse of such Participant, (b) if
there is no surviving spouse, the surviving children of the Participant, in
equal shares, (c) if there is no surviving spouse and no surviving children,
the executor or administrator of the estate of the Participant or (d) if
there is no surviving spouse and no surviving children and if no executor or
administrator has been appointed for the estate of the Participant within six
months following the date of the Participant's death, the person or persons
who would be entitled under the intestate succession laws of the state of the
Participant's domicile to receive the Participant's personal Estate, in equal
shares.
5. THE COMPENSATION COMMITTEE. The Compensation Committee of the board of
directors of the Company shall be responsible for the administration of the
Plan. The Compensation Committee shall have the duty and authority to
interpret and construe the Plan in regard to all questions of eligibility and
benefits under the Plan.
6. CLAIMS PROCEDURE. If the Participant or his beneficiary believes he or
she is entitled to benefits pursuant to the Plan in an amount greater than
those which he or she is receiving or has received, he or she may file a
claim with the Compensation Committee. Such a claim shall be in writing and
state the nature of the claim, the facts supporting the claim, the amount
claimed, and the address of the claimant. The Compensation Committee shall
review the claim and, unless special circumstances require an extension of
time, within 90 days after receipt of the claim, give written notice by
registered or certified mail to the claimant of its decision with respect to
the claim. If special circumstances require an extension of time, the
claimant shall be so advised in writing within the initial 90-day period and
in no event shall such an extension exceed 90 days. The notice of the
Compensation Committee's decision with respect to the claim shall be
written in a manner calculated to be understood by the claimant and, if the
claim is wholly or partially denied, shall set forth the specific reasons for
the denial, specific references to the pertinent Plan provisions on which the
denial is based, a description of any additional material or information
necessary for the claimant to perfect the claim, an explanation of why such
material or information is necessary, and an explanation of the claim review
procedure under the Plan. The Compensation Committee shall also advise the
claimant that he or his duly authorized representative may request a review
by the Compensation Committee of the denial by filing with the Compensation
Committee, within 65 days after notice of the denial has been received by the
claimant, a written request of such review. The claimant shall be informed
that he or she may have reasonable access to pertinent documents and submit
comments in writing to the Compensation Committee within the same 65-day
period. If a request is so filed, review of the denial shall be made by the
Compensation Committee within, unless special circumstances require an
extension of time, 60 days after receipt of such request, and the claimant
shall be given written notice of the final decision. If special
circumstances require an extension of time, the claimant shall be so
advised in writing within the initial 60-day period and in no event shall such
an extension exceed 60 days. The notice of the final decision shall include
specific reasons for the decision and specific references to the pertinent
Plan provisions on which the decision is based and shall be written in a
manner calculated to be understood by the claimant.
7. NO EMPLOYMENT CONTRACT. The establishment of the Plan shall not be
construed as conferring any legal rights on the Participant for a continua-
tion of employment; nor shall it interfere with the rights of the Company to
discharge him without regard to the effect such discharge might have under
the Plan.
8. RIGHTS NOT SECURED. Rights of the Participant under the terms of the Plan
shall not require the Company to segregate any of its assets in order to
provide for the satisfaction of the obligations hereunder or to make any
investment of assets; provided, however, that the Company may satisfy its
obligations hereunder through any means it desires. The Participant shall
not have any rights to, or with respect to, any specific assets of the
Company. All rights of the Participant under the terms of the Plan are the
unsecured rights of the Participant against the general assets of the Company.
9. SPENDTHRIFT CLAUSE. It shall be a condition of the payment of the benefits
under the Plan that neither such benefits nor any portion thereof shall be
assigned, alienated or transferred to any person voluntarily or by operation
of any law, including any assignment, division or awarding of property under
state domestic relations law (including community property law). If any
person endeavors or purports to make any such assignment, alienation or
transfer, the amount otherwise provided hereunder which is the subject of
such assignment, alienation or transfer shall cease to be payable to any
person.
10. WITHHOLDING, ETC. Any payment or delivery required under the Plan shall
be subject to all requirements of the law with regard to withholding taxes,
filings, and making of reports, and the Company and the Participant shall
each use its or his best efforts to satisfy promptly all such requirements,
as applicable.
11. AMENDMENT AND TERMINATION. The Company may amend, terminate, cancel or
rescind the Plan in whole or in part at any time; provided that no amendment,
termination, cancellation or rescission of the Plan shall result in the
reduction of any payment amount to the Participant or his beneficiary.
12. SUCCESSORS. The Plan shall be binding upon and inure to the benefit of
the Participant and his estate, and the Company and any successors of the
Company.
13. GOVERNING LAW. The Plan shall be governed by and construed and enforced
in accordance with the laws of the State of Illinois, except to the extent
preempted by the Employee Retirement Income Security Act of 1974, as amended.
IN WITNESS WHEREOF, and as evidence of the adoption of the Plan, the Company
has caused this instrument to be signed by its duly authorized officer and
attested as of the 2nd day of December, 1999.
COBRA ELECTRONICS CORPORATION
By: /s/ Carl Korn
ATTEST:
By: /s/ Gerald M. Laures
Secretary
Exhibit 10-15
COBRA ELECTRONICS CORPORATION DEFERRED COMPENSATION PLAN FOR SELECT EXECUTIVES
1. TITLE AND PURPOSE. The title of the arrangement set forth by the terms of
this document, as the same shall be amended from time to time, shall be called
Cobra Electronics Corporation Deferred Compensation Plan for Select
Executives. Such arrangement (the Plan) is established by Cobra Electronics
Corporation (the Company) to provide deferred compensation for the select
group of management and highly compensated employees of the Company
identified as Participants on Exhibit A hereto. The Plan shall not be a
funded plan, and the Company shall be under no obligation to set aside any
funds for the purpose of making payments under the Plan. Any payments
hereunder shall be made out of the general assets of the Company.
2. DEFINITIONS. As used herein the following words and phrases shall have the
following respective meanings when capitalized:
(a) Annual Compensation. The amount of salary and bonus received from the
Company by the Participant during a calendar year.
(b) Average Annual Compensation. The average of the Participant's Annual
Compensation amounts for the three-calendar year period ending on the December
31 coinciding with or immediately following the date the Participant
terminates employment with the Company; provided, however, that if the
Participant terminates employment prior to such December 31 the Participant's
salary for the calendar year in which he terminates employment with the
Company shall be determined as if the Participant had remained employed by
the Company through December 31 of such calendar year and the Participant's
annual salary remained the same as of the date of the Participant's termina-
tion of employment.
(c) Cause. Embezzlement, misappropriation, theft or other criminal conduct,
of which the Participant is convicted, related to the property and assets of
the Company or willful refusal to perform or substantial disregard of the
Participant's duties as assigned to the Participant by the Company's chief
executive officer or board of directors, unless the Participant commences
immediate corrective actions within 15 days after notice by the Company's
chief executive officer or the Chairman of the board of directors of the
Company's objection to the Participant's refusal to perform or disregard of
the Participant's duties.
(d) Change of Control. (1) Any person, including a group within the meaning
of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended,
acquires the beneficial ownership of, and the right to vote, shares having at
least 50% of the aggregate voting power of the class or classes of capital
stock of the Company having the ordinary and sufficient voting power (not
depending upon the happening of a contingency) to elect at least a majority
of the directors of the board of directors of the Company (the Outstanding
Voting Securities); (2) as the result of any tender or exchange offer,
substantial purchase of the equity securities, merger, consolidation, sale of
assets or contested election, or any combination of the foregoing trans-
actions, the persons who were directors of the Company immediately prior to
such transaction or transactions do not constitute a majority of the board of
directors of the Company (or of the board of directors of any successor to or
assign of the Company) immediately after the next meeting of stockholders of
the Company (or such successor or assign) following such transaction; (3)
there is consummated a reorganization, merger or consolidation of the Company
or sale or other disposition of all or substantially all of the assets of the
Company (a Corporate Transaction), excluding any Corporate Transaction
pursuant to which (i) all or substantially all of the individuals or
entities who are the beneficial owners, respectively, of the Outstanding
Voting Securities immediately prior to such Corporate Transaction will
beneficially own, directly or indirectly, more than 50% of the combined
voting power of the outstanding securities entitled to vote generally in the
election of directors of the corporation resulting from such Corporate
Transaction (including, without limitation, a corporation which as a result
of such transaction owns the Company or all or substantially all of the
Company's assets either directly or indirectly) in substantially the same
proportions relative to each other as their ownership, immediately prior to
such Corporate Transaction, of the Outstanding Voting Securities; (ii) no
person (other than the Company, any employee benefit plan (or related trust)
sponsored or maintained by the Company or any corporation controlled by the
Company) will beneficially own, directly or indirectly, 50% or more of the
combined voting power of the outstanding securities of the corporation
resulting from such Corporate Transaction entitled to vote generally
in the election of directors and (iii) the persons who were directors of the
Company immediately prior to such Corporate Transaction will constitute at
least a majority of the board of directors of the corporation resulting from
such Corporate Transaction.
(e) Company. Cobra Electronics Corporation and any corporation which succeeds
to the business of Cobra Electronics Corporation.
(f) Compensation Committee. The Compensation Committee of the board of
directors of the Company.
(g) Disability. The Participant is physically or mentally unable to perform
his duties for a period of 180 consecutive days.
(h) Participant. Each individual selected by the Company to participate in
the Plan and identified on Exhibit A. Such individuals shall be limited to a
select group of management or highly compensated employees of the Company.
(i) Years of Service. The number of complete years included in the period of
time commencing on January 1, 1999 and ending on the date the Participant's
employment with the Company terminates.
3. DEFERRED COMPENSATION PAYMENTS. Subject to Section 9, if the Participant's
employment with the Company terminates for any reason other than his death or
Cause, the Participant shall be entitled to receive a payment every two weeks
for
a ten-year period, with the first such payment being made on the first regular
Company pay day following the Participant's termination of employment. The
amount
of each payment shall equal the product of (i) one-twentysixth (1/26) of 50%
of
the Participant's Average Annual Compensation multiplied by (ii) the
Participant's Vested Percentage based upon the Participant's Years of Service
and
determined in accordance with the following table and the following two
sentences:
Years of Service Participant's Vested
Percentage
Less than 4 full years .00
4 full years .10
5 full years .20
6 full years .30
7 full years .40
8 full years .60
9 full years .80
10 full years or more 1.00
In the event of a Change in Control or a Participant's Disability while the
Participant is employed by the Company, the Participant shall be deemed to
have completed ten full Years of Service for purposes of determining his
Vested Percentage under the table above. Neither any Participant nor any
other individual or person including, but not limited to, a Participant's
estate, shall be entitled to receive any further payments pursuant to this
Section 3 subsequent to the Participant's death and any benefits payable
after the Participant's death shall be determined in accordance with Section
4.
4. PAYMENTS FOLLOWING DEATH. (a) In the event that a Participant dies before
he begins to receive payments under Section 3, the Participant's designated
beneficiary shall be entitled to receive a payment every two weeks for a
ten-year period, with the first such payment being made on the first regular
Company pay day following the Participant's death. The amount of each
payment shall equal one-twentysixth (1/26) of 50% of the Participant's annual
salary for the calendar year during which the Participant's death occurs,
provided, however, that the Participant's salary for such year shall be
determined as if the Participant had remained employed by the Company through
December 31 of such calendar year and the Participant's annual salary
remained the same as of the date of the Participant's death. Notwithstanding
the foregoing, the Participant's designated beneficiary may elect to instead
receive a single lump sum payment of an amount equal to the present value, as
determined by the certified public accounting firm that prepares the
Company's audited financial statements at the time of the Participant's
death, of the aggregate amount of such biweekly payments using a discount
rate equal to the annual interest rate of 10-year Treasury securities for the
month containing the Participant's date of death plus one percent.
(b) In the event that the Participant dies after he begins to receive payments
under Section 3, the Participant's designated beneficiary shall be entitled to
receive a payment every two weeks with respect to the remainder of the ten-
year period that commenced pursuant to Section 3. The amount of each payment
shall equal the bi-weekly payment amount received by the Participant prior to
his death pursuant to Section 3. The first of such payments shall be made to
such designated beneficiary as soon as practicable following the first pay day
of the Company following the Participant's death. Notwithstanding the
foregoing, the Participant's designated beneficiary may elect to instead
receive a single lump sum payment of an amount equal to the present value,
as determined by the certified public accounting firm that prepares the
Company's audited financial statements at the time of the Participant's
death, of the aggregate amount of such biweekly payments using a discount
rate equal to the annual interest rate of 10-year Treasury securities for the
month containing the Participant's date of death plus one percent.
(c) A Participant's designated beneficiary shall be the person or entity
designated by the Participant in a writing delivered to the Compensation
Committee. If no such designation has been made, or if the designated
beneficiary predeceases the Participant, the Participant's designated
beneficiary shall be (a) the surviving spouse of such Participant, (b) if
there is no surviving spouse, the surviving children of the Participant, in
equal shares, (c) if there is no surviving spouse and no surviving children,
the executor or administrator of the estate of the Participant or (d) if
there is no surviving spouse and no surviving children and if no executor or
administrator has been appointed for the estate of the Participant within six
months following the date of the Participant's death, the person or persons
who would be entitled under the intestate succession laws of the state of the
Participant's domicile to receive the Participant's personal estate, in equal
shares.
5. THE COMPENSATION COMMITTEE. The Compensation Committee of the board of
directors of the Company shall be responsible for the administration of the
Plan. The Compensation Committee shall have the duty and authority to
interpret and construe the Plan in regard to all questions of eligibility and
benefits under the Plan.
6. CLAIMS PROCEDURE. If a Participant or his beneficiary believes he is
entitled to benefits pursuant to the Plan in an amount greater than those
which he is receiving or has received, he may file a claim with the Compensa-
tion Committee. Such a claim shall be in writing and state the nature of the
claim, the facts supporting the claim, the amount claimed, and the address of
the claimant. The Compensation Committee shall review the claim and, unless
special circumstances require an extension of time, within 90 days after
receipt of the claim, give written notice by registered or certified mail to
the claimant of its decision with respect to the claim. If special circum-
stances require an extension of time, the claimant shall be so advised in
writing within the initial 90-day period and in no event shall such an
extension exceed 90 days. The notice of the Compensation Committee's
decision with respect to the claim shall be written in a manner calculated to
be understood by the claimant and, if the claim is wholly or partially denied,
shall set forth the specific reasons for the denial, specific references to
the pertinent Plan provisions on which the denial is based, a description of
any additional material or information necessary for the claimant to perfect
the claim, an explanation of why such material or information is necessary,
and an explanation of the claim review procedure under the Plan. The
Compensation Committee shall also advise the claimant that he or his duly
authorized representative may request a review by the Compensation Committee
of the denial by filing with the Compensation Committee, within 65 days after
notice of the denial has been received by the claimant, a written request of
such review. The claimant shall be informed that he may have reasonable
access to pertinent documents and submit comments in writing to the Compensa-
tion Committee within the same 65-day period. If a request is so filed,
review of the denial shall be made by the Compensation Committee within,
unless special circumstances require an extension of time, 60 days after
receipt of such request, and the claimant shall be given written notice of
the final decision. If special circumstances require an extension of time,
the claimant shall be so advised in writing within the initial 60-day period
and in no event shall such an extension exceed 60 days. The notice of the
final decision shall include specific reasons for the decision and specific
references to the pertinent Plan provisions on which the decision is based
and shall be written in a manner calculated to be understood by the claimant.
7. NO EMPLOYMENT CONTRACT. The establishment of the Plan shall not be
construed as conferring any legal rights on a Participant for a continuation
of employment; nor shall it interfere with the rights of the Company to
discharge him without regard to the effect such discharge might have under
the Plan.
8. RIGHTS NOT SECURED. Rights of a Participant under the terms of the Plan
shall not require the Company to segregate any of its assets in order to
provide for the satisfaction of the obligations hereunder or to make any
investment of assets; provided, however, that the Company may satisfy its
obligations hereunder through any means it desires. A Participant shall not
have any rights to, or with respect to, any specific assets of the Company.
All rights of a Participant under the terms of the Plan are the unsecured
rights of the Participant against the general assets of the Company.
9. SPENDTHRIFT CLAUSE. It shall be a condition of the payment of the benefits
under the Plan that neither such benefits nor any portion thereof shall be
assigned, alienated or transferred to any person voluntarily or by operation
of any law, including any assignment, division or awarding of property under
state domestic relations law (including community property law). If any
person endeavors or purports to make any such assignment, alienation or
transfer, the amount otherwise provided hereunder which is the subject of
such assignment, alienation or transfer shall cease to be payable to any
person.
10. WITHHOLDING, ETC. Any payment or delivery required under the Plan shall
be subject to all requirements of the law with regard to withholding taxes,
filings, and making of reports, and the Company and a Participant shall each
use its or his best efforts to satisfy promptly all such requirements, as
applicable.
11. AMENDMENT AND TERMINATION. The Company may amend, terminate, cancel or
rescind the Plan in whole or in part at any time; provided that no amendment,
termination, cancellation or rescission of the Plan shall result in the
reduction of any payment amount to a Participant or any beneficiary of the
Participant.
12. SUCCESSORS. The Plan shall be binding upon and inure to the benefit of
each Participant and his estate, and the Company and any successors of the
Company.
13. GOVERNING LAW. The Plan shall be governed by and construed and enforced
in accordance with the laws of the State of Illinois, except to the extent
preempted by the Employee Retirement Income Security Act of 1974, as amended.
IN WITNESS WHEREOF, and as evidence of the adoption of the Plan, the Company
has caused this instrument to be signed by its duly authorized officer and
attested as of the 21st day of December, 1999.
COBRA ELECTRONICS CORPORATION
By: /s/ James Bazet
Title: President and CEO
EXHIBIT A
PLAN PARTICIPANTS
Gerald Laures
Anthony Mirabelli
Exhibit 10-16
COBRA ELECTRONICS CORPORATION
EXECUTIVE RETIREMENT TRUST
TABLE OF CONTENTS
ARTICLE 1
TRUST, TRUSTEE AND TRUST FUND 2
Section 1.1. Trust 2
Section 1.2. Trustee 2
Section 1.3. Trust Fund 2
Section 1.4. Delivery of Funds 2
ARTICLE 2
THE ARRANGEMENTS 3
Section 2.1. Benefit Payments 3
Section 2.2. Delivery of Plan to Trustee 3
ARTICLE 3 AUTHORIZED COMPANY REPRESENTATIVES 3
ARTICLE 4 RETURNS AND DISTRIBUTIONS FROM THE FUND 4
Section 4.1. Return of Trust Assets to the Participating Employers 4
Section 4.2. Distributions to Beneficiaries 5
Section 4.3. Non-Duplication of Benefits 5
Section 4.4. Withholding of Taxes 6
Section 4.5. Interests Nonassignable 6
ARTICLE 5
INVESTMENT OF FUND 7
ARTICLE 6
POWERS AND RIGHTS OF TRUSTEE 7
Section 6.1. Trustee's Powers 7
Section 6.2. Advice of Counsel 8
Section 6.3. Indemnification of Trustee 8
Section 6.4. Compensation and Expenses 8
ARTICLE 7
ACCOUNTS AND REPORTS OF THE TRUSTEE 9
Section 7.1. Records and Accounts of the Trustee 9
Section 7.2. Cash Basis of Accounts 9
Section 7.3. Fiscal Year 9
Section 7.4. Annual Report 9
Section 7.5. Approval of Reports 10
ARTICLE 8
REMOVAL, RESIGNATION AND SUCCESSION OF THE TRUSTEE 10
Section 8.1. Removal 10
Section 8.2. Resignation 10
Section 8.3. Appointment, Qualifications and Powers of Successor Trustee 11
ARTICLE 9
AMENDMENT OR TERMINATION 12
Section 9.1. Authority to Amend or Terminate 12
Section 9.2. Method of Making Amendment 12
Section 9.3. Termination of Trust 13
ARTICLE 10
MISCELLANEOUS 13
Section 10.1. Protection of Persons Dealing with Trustee 13
Section 10.2. Tax Status of Trust 13
Section 10.3. No Interest in Participating Employers Given by Trust 13
Section 10.4. Successors 13
Section 10.5. No Other Trustee Duties 14
Section 10.6. Gender and Plurals 14
Section 10.7. Governing Law 14
ARTICLE 11
EXECUTION 14
COBRA ELECTRONICS CORPORATION
EXECUTIVE RETIREMENT TRUST
This TRUST AGREEMENT dated as of January 17, 2000 (this Agreement) is made
between Cobra Electronics Corporation, an Illinois corporation (the Company),
and Gerald Laures (the Trustee) as such term is further defined hereafter.
WHEREAS, the Company may become obligated under the employment agreement dated
as of May 11, 1999 between the Company and Mr. James Bazet (the Employment
Agreement) or the Cobra Electronics Corporation Executive Deferred
Compensation Plan (the Plan) (the Employment Agreement and the Plan together,
the Arrangements) to make payments to James Bazet, the President and Chief
Executive Officer of the Company or his beneficiary (Mr. Bazet and such
beneficiary being hereinafter called the Beneficiaries);
WHEREAS, such obligations are not funded or otherwise secured; and
WHEREAS, for purposes of assuring the payment of such obligations, the Company
desires to deposit with the Trustee, subject only to the claims of the
existing or future creditors of the Company, assets sufficient to enable the
Trustee to make such payments as they may become due and payable;
NOW THEREFORE, in consideration of the mutual agreements contained herein and
for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE 1 TRUST, TRUSTEE AND TRUST FUND
Section 1.1. Trust. This Agreement and the trust evidenced hereby, as amended
and supplemented from time to time, shall be known collectively as the Cobra
Electronics Corporation Executive Retirement Trust (the Trust). The Trust
shall be irrevocable.
Section 1.2. Trustee. Gerald Laures is hereby designated as the Trustee of the
Trust, to receive, hold, invest, administer and distribute the Fund (as
hereinafter defined) in accordance with the provisions of this Agreement for
the exclusive purpose of providing benefits under the Arrangements to the
Beneficiaries and paying the reasonable expenses of administering the
Arrangements and the Trust. Such individual in his capacity as such Trustee
shall be referred to hereinafter as the Trustee.
Section 1.3. Trust Fund. All cash and marketable securities delivered by the
Company to the Trustee hereunder, together with all other assets held in the
Trust by the Trustee, are hereinafter called the Fund. Except as herein
otherwise provided, title to the Fund shall at all times be vested in the
Trustee, subject to the right of the Trustee to hold title to particular
assets in bearer form or in the name of a nominee or nominees; and the
interest of the Beneficiaries in the assets of the Fund shall be limited to
the right to have such assets received, held, invested, administered and
distributed by the Trustee in accordance with the provisions of the Trust.
Section 1.4. Delivery of Funds. (a) Concurrently with the execution and
delivery of this Agreement, the Company has delivered to the Trustee the
Pacific Select Executive Variable Universal Life Insurance Policy purchased
by the Company in respect of James Bazet, to be held in the Fund. (b) The
Company may deliver to the Trustee, to be held in the Fund, such other
cash or other property (or any combination thereof) as is reasonably estimated
to be necessary to pay the expenses and other costs of maintaining the Trust
or as the Company may elect, in its sole discretion, to contribute to the
Fund.
ARTICLE 2 THE ARRANGEMENTS
Section 2.1. Benefit Payments. Benefits payable pursuant to the Employment
Agreement or the Plan, copies of which are attached hereto, shall be payable
from the Trust.
Section 2.2. Delivery of Plan to Trustee. The Company shall provide to the
Trustee any and all amendments, supplements or other documentation with regard
to the Employment Agreement or the Plan, including the adoption of any
additional or successor documents with respect thereto. The Company further
agrees to provide to the Trustee any and all pertinent information regarding
the obligations of the Trustee to the Beneficiaries hereunder.
ARTICLE 3 AUTHORIZED COMPANY REPRESENTATIVES
The Company shall furnish the Trustee the name and specimen signature of each
person upon whose certification of any calculation, decision or direction of
the Company the Trustee is authorized to rely. Until notified of a change in
the identity of such person or persons, the Trustee shall act upon the
assumption that there has been no such change.
ARTICLE 4 RETURNS AND DISTRIBUTIONS FROM THE FUND
Section 4.1. Return of Trust Assets to the Participating Employers. If the
Company becomes insolvent, the Trustee shall immediately cease distributions
from the Fund pursuant to Section 4.2 and shall hold the Fund for the benefit
of the Company's general creditors. For purposes of the Trust, the Company
shall be deemed to be insolvent if:
(a) the Company (1) is generally not paying its debts as they become due, (2)
files, or consents by answer or otherwise to the filing against it of, or
fails to controvert in a timely manner, a petition for relief, reorganization
or arrangement under, or any other petition in bankruptcy or for liquidation
under, or to take advantage of, any bankruptcy or insolvency law of any
jurisdiction, (3) makes an assignment for the benefit of its creditors, (4)
consents to the appointment of a custodian, receiver, trustee or other
officer with similar powers of itself or of any substantial part of its
property, (5) is adjudicated insolvent or is liquidated in any insolvency
proceeding or (6) takes corporate action for the purpose of any of the
foregoing; or (b) a court or governmental authority of competent jurisdiction
enters an order appointing, without consent by the Company, a custodian,
receiver, trustee or other officer with similar powers with respect to it or
with respect to any substantial part of its property; or an order for relief
is entered in any case or proceeding for liquidation or reorganization or
otherwise to take advantage of any bankruptcy or insolvency law of any
jurisdiction, or ordering the dissolution, winding-up or liquidation of the
Company; or any petition for any such relief is filed against the Company
and such petition is not dismissed within 30 days.
The Trustee shall, if ordered by a court of competent jurisdiction, distribute
the assets of the Trust relating to the Company as such court may direct to
pay the claims of creditors without regard to the amount of other assets of
the Company available to pay such claims.
The Company shall notify the Trustee immediately after the occurrence of any
event of insolvency, as specified in the preceding paragraph. If the Trustee
receives any written allegation (other than from the Company) that the Company
is insolvent, he shall immediately suspend distributions from the Fund
pursuant to Section 4.2 and shall, within five days after the receipt of such
allegation, request a written confirmation or denial by the Company, under
oath, of such allegation. The Trustee shall not resume such distributions if
the Company confirms it is insolvent and the Trustee shall resume such
distributions if the Company confirms that it is not insolvent. In the
absence of such notification or allegation, the Trustee shall be entitled to
make their own determination as to whether the Company has become insolvent
based on information available to him, but the Trustee shall not be under any
duty to make any investigation as to the insolvency or financial status of
the Company.
If at any time the Company satisfies the Trustee that all benefits under the
Arrangements and any distributions required under this Trust have been paid or
otherwise duly provided for, the Trustee shall return the Fund to the Company.
Section 4.2. Distributions to Beneficiaries. (a) The Trustee shall make
distributions to the Beneficiaries in the amounts and at the times specified
by the Company to the Trustee. The Company may direct the Trustee to withhold
any payment or to reduce the amount of any payment to any Beneficiary on
account of any amount alleged to be owed by such Beneficiary to the Company.
Section 4.3. Non-Duplication of Benefits. Neither the creation of the Trust
nor the transfer of cash or marketable securities by the Company to the
Trustee shall to any extent release the Company from its obligation to pay or
cause to be paid all benefits to which any person is entitled under the
Arrangements, except any payment of benefits by the Trustee to any person
shall be deemed to constitute payment by the Company and shall satisfy the
obligation of the Company to pay the benefits so paid by the Trustee. The
Trustee and the Company shall each advise the other in writing of the payment
of any benefits specified in any list delivered by the Company to the Trustee,
setting forth names and addresses of the Beneficiaries entitled to any
benefit payment hereunder and the time and manner in which such benefit
payment shall be made (Benefit Designation) to the end that there shall be no
duplicate payment, and any Benefit Designation theretofore delivered to the
Trustee shall be revised to reflect any benefits which have been paid
directly by the Company.
Section 4.4.Withholding of Taxes. The Trustee may withhold from any
distribution which he is required to make hereunder such sum as the Trustee
reasonably estimates to be necessary to cover any taxes for which the Trustee
may be liable with respect to such distribution. The Trustee shall be
responsible for (a) paying to the appropriate taxing authority all taxes so
withheld; (b) furnishing to each person receiving a distribution from the
Trust appropriate tax information respecting such distribution and withholding
(if any); and (c) preparing and filing all information reports or returns
required to be filed. Upon discharge or settlement of such tax liability, the
Trustee shall distribute the balance of such sum, if any, to the distributee
from whose distribution it was withheld, or if such distributee is then
deceased, to such other person designated as a beneficiary under the
Arrangements. Prior to making any distribution hereunder the Trustee may
require such releases or other documents from any taxing authority, or may
require such indemnity and surety bond, as the Trustee reasonably deems
necessary for his protection.
Section 4.5. Interests Nonassignable. No right or interest of any Beneficiary
or distributee to receive distributions from the Trust shall be assignable or
transferable in whole or in part, either directly, by operation of law or
otherwise, including, but not by way of limitation, execution, levy,
garnishment, attachment, pledge or bankruptcy, but excluding devolution by
death or mental incompetency; and no right or interest of any Beneficiary or
distributee to receive distributions from the Trust shall be liable for, or
subject to, any obligation or liability of such Beneficiary or distributee,
including claims for alimony or the support of any spouse.
ARTICLE 5 INVESTMENT OF FUND
Contributions by the Company to the Trust may be in the form of cash or other
property. Assets transferred to the Trust by the Company may be sold by the
Trustee if the Trustee reasonably determines that funds are needed to make
payments hereunder. Cash paid to the Trustee shall be invested in the manner
provided by the Company. The Trustee shall not be liable as a result of its
retaining any investment, nor for any loss to or diminution of the Trust
assets resulting from any such action.
ARTICLE 6 POWERS AND RIGHTS OF TRUSTEE
Section 6.1. Trustee's Powers. The Trustee shall have the following powers
and rights, in addition to those vested in him elsewhere in this Agreement or by
law: (a) to retain any marketable securities transferred to the Trustee,
irrespective of the extent of diversification or any law or rule of court
concerning trust investments, or to sell any such securities; (b) to cause
any assets to be held or registered in the Trustee's name individually, in
the name of a nominee or in such other form as the Trustee deems best, in
each case without disclosing the Trust relationship and without retaining
possession and control of the assets so held or registered; (c) to vote in
person or by general or limited proxy, or refrain from voting, any securities
for any purpose in the event that such securities shall be entitled to
vote with respect to any matter; to exercise or sell any conversion rights; to
consent to and join in or oppose any reorganization, consolidation, merger,
recapitalization, spin-off, combination or any other change in the corporate
structure of the issuer of any securities held by the Trustee or any exchange
of such securities for other securities or cash, and in connection therewith
to deposit and accept and hold other securities or cash received therefor;
(d) to employ agents, attorneys, accountants, actuaries, brokers, custodians
and proxies and to delegate to them such powers as the Trustee deems advisable;
(e) to contest, prosecute, compromise or abandon claims or other charges in
favor of or against the Trust, and the Company shall indemnify the Trustee
against all expenses and liabilities sustained or anticipated by him by
reason thereof; (f) to perform other acts necessary or appropriate for the
proper administration of the Trust, execute and deliver necessary instruments
and give full receipts and discharges; and (g) to interpret the terms and
provisions of the Trust, to establish and revise rules and regulations
relating to the Trust and to make any other determinations that he believes
are necessary or advisable for the administration of the Trust.
Section 6.2. Advice of Counsel. The Trustee may consult with legal counsel,
who may be counsel for the Company, independent actuaries, who may be
regularly retained by the Company, independent public accountants who may be
regularly retained by the Company, or other experts in respect of any of
their rights, powers, duties or obligations hereunder, and shall be fully
protected in relying on the advice of such counsel, actuaries, accountants or
other experts.
Section 6.3. Indemnification of Trustee. The Trustee shall be indemnified and
held harmless by the Company from and against any and all liability to which
the Trustee shall be subjected by reason of carrying out their duties and
obligations under the Trust, including all expenses reasonably incurred in
their defense if the Company fails to provide such defense, other than any
liability arising out of the Trustee's negligence or willful misconduct.
Section 6.4. Compensation and Expenses. The Trustee shall be entitled to such
reasonable compensation as may be agreed upon from time to time by the Company
and the Trustee. The Trustee is authorized and directed to pay from the Fund
all costs and expenses incurred in administering the Fund, including the
compensation, fees and expenses of the Trustee, the fees of any party
consulted pursuant to Section 6.2, and other administrative expenses to the
extent such expenses are not paid by the Company.
ARTICLE 7 ACCOUNTS AND REPORTS OF THE TRUSTEE
Section 7.1. Records and Accounts of the Trustee. The Trustee shall maintain
accurate and detailed records and accounts of all transactions of the Trust
and make them available at all reasonable times for inspection or audit by any
person designated by the Company. At the direction of the Company,
the Trustee shall submit to the independent accountants for the Company and
to others designated by the Company such valuations, reports or other
information as any of them may reasonably require.
Section 7.2. Cash Basis of Accounts. All accounts of the Trustee shall be
kept on a cash basis.
Section 7.3. Fiscal Year. The fiscal year of the Trust shall be the same as
the fiscal year of the Company; and if the Company notifies the Trustee that
the Company has changed its fiscal year, the Trustee shall take the necessary
steps to change the fiscal year of the Trust to correspond therewith.
Section 7.4. Annual Report. As soon as practicable after the end of each
fiscal year of the Trust, the Trustee shall file with the Company at its
request a written report setting forth all transactions with respect to the
Fund during such fiscal year or during the period from the end of the last
fiscal year to the date of the Trustee's removal or resignation and listing
the assets of the Fund and the market values thereof as of the last business
day of the period covered by such report.
Section 7.5. Approval of Reports. Upon the receipt by the Trustee of the
Company's written approval of any report delivered pursuant to Section 7.4, or
upon the expiration of three months after delivery of any such report to the
Company, such report (as originally filed if no objection shall have been
timely made by the Company, or as adjusted pursuant to agreement between the
Company and the Trustee) shall be deemed to be final, except as to such
matters, if any, specified by written objections theretofore delivered to the
Trustee by the Company regarding which the Trustee has not yet given an
explanation or made adjustments satisfactory to the Company, and the Trustee
shall be released and discharged as to all matters set forth in such report
(other than any unresolved matters set forth in such written objections) to
the same extent as though such report has been settled and allowed by a
decree of a court having competent jurisdiction regarding such report, the
Trustee and the Company. The Trustee, nevertheless, shall have the right to
have his accounts and reports settled by judicial proceedings if he so elects,
in which event the Company and the Trustee shall be the only necessary
parties (although the Trustee may also join such other parties as he may deem
appropriate).
ARTICLE 8 REMOVAL, RESIGNATION AND SUCCESSION OF THE TRUSTEE
Section 8.1. Removal. The Company, by resolution of its Board of Directors,
may remove any Trustee at any time, such removal to take effect at the
discretion of the Company upon written notification to the Trustee or the
effective date of the appointment of a successor Trustee as hereinafter
provided.
Section 8.2.Resignation. Any Trustee may resign by delivering to the Company
a written resignation to take effect upon the earlier of the 60th day after
the delivery thereof to the Company or upon such earlier date as may be
acceptable to the Company.
Section 8.3. Appointment, Qualifications and Powers of Successor Trustee. The
Company may appoint additional or successor Trustees at any time by resolution
of its Board of Directors, such appointment to become effective upon the
delivery to any Trustee then in office and to any removed or resigning Trustee
of a copy of such resolution certified by an officer of the Company and upon
written acceptance of the Trust by the additional or successor Trustee so
appointed. Until such appointment of an additional or successor Trustee is
effective, the remaining Trustee or Trustees shall have full authority to act
under the terms of the Trust. Each additional or successor Trustee shall have
all rights, powers, titles, discretions, duties and immunities given to, or
acquired by, the original Trustee. The legal title to the assets of the Fund
shall be and remain vested in the Trustee or Trustees from time to time
acting hereunder without any transfer or conveyance to, by or from any
succeeding or retiring Trustee. No successor Trustee shall be liable for the
acts or omissions of any prior Trustee or be obligated to examine the
accounts, acts or omissions of any prior Trustee. If there is at any time
more than one Trustee acting hereunder, such Trustees may act at a meeting,
or by writing without a meeting, by the vote or written assent of the
majority of such Trustees, provided, however, that checks drawn in the name
of the Trust or such Trustees and instruments transferring property on
behalf of the Trust or such Trustees need be signed by only one Trustee, and
further provided, that any written instruction, direction, request, consent or
other communication delivered to any third party shall, if signed by only one
Trustee, be sufficient to evidence the action of such Trustees and may be
accepted and relied upon by any such recipient as fully as though signed by
all of the Trustees.
ARTICLE 9 AMENDMENT OR TERMINATION
Section 9.1. Authority to Amend or Terminate. The Company by resolution of
its Board of Directors shall have the right at any time and from time to time
to amend the Trust in any manner, in whole or in part; provided, however, that
no such amendment shall change the duties or liabilities of the Trustee
without his written consent. The Company by resolution of its Board of
Directors shall have the right to terminate the Trust at any time after the
Beneficiaries are no longer entitled to benefits pursuant to the terms of the
Arrangements. Upon termination of the Trust, any assets remaining in the
Trust shall be returned to the Company as the Company directs. The Board of
Directors in its sole discretion may direct the Trustee to transfer assets of
the Trust to another trust maintaining separate accounts for any
Beneficiaries if the assets transferred to such other trust are to be used
for the payment of the Company's obligations under the Arrangements. Notwith-
standing the preceding, no such transfer of assets shall be made to another
trust if such transfer or other trust would in any manner diminish or
otherwise adversely affect the rights of Beneficiaries under Article 4 or
provide for the distribution of part or all of the Fund to the Company under
circumstances other than those described in Article 4.
Section 9.2. Method of Making Amendment. Each amendment of the Trust shall be
made by delivery to the Trustee of a written instrument setting forth such
amendment duly executed by the Company. Such written instrument (with the
consent of the Trustee endorsed thereon, if his duties or liabilities are
changed thereby) shall constitute the instrument of amendment. Notwithstand-
ing the preceding, no amendment shall be made to the Trust which would in any
manner (i) diminish or otherwise adversely affect the rights of Beneficiaries
under Article 4 or the Arrangements, (ii) provide for the distribution of
part or all of the Fund to the Company under circumstances other than those
described in Article 4 or (ii) make the Trust revocable.
Section 9.3. Termination of Trust. Termination of the Trust shall occur when
the Trustee shall cease to hold any assets hereunder.
ARTICLE 10 MISCELLANEOUS
Section 10.1. Protection of Persons Dealing with Trustee. No person, other
than the Company or its representatives, dealing with the Trustee shall be
required or entitled to see to the application of any money paid or property
delivered to the Trustee, or to determine whether or not the Trustee are
acting pursuant to authority granted to them hereunder or to authorizations
or directions herein required.
Section 10.2. Tax Status of Trust. The Trust is intended to be a trust the
assets of which are deemed to be owned for federal income tax purposes by the
Company as grantors pursuant to subchapter J of the Internal Revenue Code of
1986, as amended. Until advised otherwise, the Trustee may conclusively
assume that the Trust is not subject to federal income tax.
Section 10.3. No Interest in Participating Employers Given by Trust. Neither
the creation of the Trust nor anything contained in this Agreement shall be
construed as giving any person or employee of the Company any equity or
interest in any assets (other than the Fund), business or affairs of the
Company or any right to continue in the employ of the Company.
Section 10.4. Successors. In the event that the Company is converted into,
merges or consolidates with, or sells or transfers substantially all of its
assets to another entity, the successor entity resulting from such conversion,
merger or consolidation, or to which such sale or transfer has been made,
shall thereupon become and be the Company, and this Trust agreement shall be
binding on such successor.
Section 10.5. No Other Trustee Duties. Except for those duties imposed on the
Trustee by law, the duties and responsibilities of the Trustee shall be
limited to those duties and responsibilities described in this Agreement and
in any amendments and supplements thereto.
Section 10.6. Gender and Plurals. Words in the masculine gender shall include
the feminine gender, and, unless the context otherwise requires, words in the
singular shall include the plural and words in the plural shall include the
singular.
Section 10.7. Governing Law. This Agreement and the Trust shall be governed
by, and construed in accordance with, the internal laws (as opposed to
conflict of law provisions) of the State of Illinois.
ARTICLE 11 EXECUTION
This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original, but all of which together shall constitute one
and the same instrument.
IN WITNESS WHEREOF, the Company and the Trustee, to evidence the establishment
of the Trust, have each caused the Trust to be signed and the Company has
caused its corporate seal to be hereto affixed by its authorized officers,
all on this 17th day of January, 2000.
COBRA ELECTRONICS CORPORATION
By: /s/ Gerald M. Laurs
Title: VP Finance & CFO
TRUSTEE
/s/ Gerald M. Laures