UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
--- OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2001
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 $.33 1/3 Per Share
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO
----- -----
Number of shares of Common Stock of Registrant outstanding at November 8, 2001:
6,301,802
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Cobra Electronics Corporation and Subsidiaries
Consolidated Statements of Income
(In thousands, except per share amounts)
For the Three For the Nine
Months Ended Months Ended
(Unaudited) (Unaudited)
-------------------- --------------------
Sept 30, Sept 30, Sept 30, Sept 30,
2001 2000 2001 2000
-------- -------- -------- --------
Net sales............$ 36,269 $ 38,573 $102,134 $ 95,719
Cost of sales........ 26,046 27,702 74,113 68,745
-------- -------- -------- -------
Gross profit....... 10,223 10,871 28,021 26,974
Selling, general and
administrative
expense............ 7,766 7,435 21,828 19,337
Expenses for the
terminated acquisition
of Lowrance --- --- 1,402 ---
-------- -------- -------- -------
Operating income.... 2,457 3,436 4,791 7,637
Other income(expense):
Interest expense... (201) (256) (574) (519)
Other, net......... (23) (18) (205) (242)
-------- -------- -------- -------
Income before
Income taxes....... 2,233 3,162 4,012 6,876
Provision
for income taxes... 858 1,213 1,541 2,641
-------- -------- --------- --------
Net income...........$ 1,375 $ 1,949 $ 2,471 $ 4,235
======== ======== ========= ========
Net income per common share:
-Basic....... $0.22 $0.32 $0.40 $0.69
-Diluted..... $0.22 $0.30 $0.39 $0.66
Weighted average shares outstanding:
-Basic....... 6,243 6,132 6,214 6,136
-Diluted..... 6,383 6,443 6,401 6,398
Cash dividends....... None None None None
See notes to consolidated financial statements.
Cobra Electronics Corporation and Subsidiaries
Consolidated Balance Sheets
(Dollars in thousands)
As of As of
Sept 30, December 31,
2001 2000
(Unaudited)
------------- ------------
ASSETS:
Current assets:
Cash.......................$ 694 $ 54
Receivables, less allowance
for claims and doubtful
accounts of $1,799 at
Sept 30, 2001, and $1,869
at December 31,2000...... 29,904 36,116
Inventories, primarily
finished goods............. 30,035 18,873
Deferred income taxes....... 4,031 4,031
Other current assets........ 2,542 3,200
------------ ------------
Total current assets........ 67,206 62,274
------------ ------------
Property, plant and equipment, at cost:
Land........................ 330 330
Building and improvements... 4,133 3,567
Tooling and equipment....... 17,010 15,668
------------ ------------
21,473 19,565
Accumulated depreciation.... (14,760) (13,308)
------------- -------------
Net property, plant and
equipment................. 6,713 6,257
------------ ------------
Other assets:
Deferred income taxes...... 1,688 1,688
Cash surrender value of
officers' life insurance
policies.................. 5,673 5,670
Other ..................... 1,299 2,016
------------ ------------
Total other assets......... 8,660 9,374
------------ ------------
Total assets..................$ 82,579 $ 77,905
============ ============
See notes to consolidated financial statements.
Cobra Electronics Corporation and Subsidiaries
Consolidated Balance Sheets
(Dollars in thousands)
As of As of
Sept 30, December 31,
2001 2000
(Unaudited)
------------ ------------
LIABILITIES AND SHAREHOLDERS'
EQUITY:
Current liabilities:
Accounts payable............ $ 7,015 $ 3,400
Accrued salaries and
commissions................ 759 1,911
Accrued advertising and
sales promotion costs...... 3,416 3,051
Accrued product warranty
costs...................... 2,668 2,692
Other accrued liabilities... 1,873 1,881
Short-term debt............. 12,052 13,376
------------ ------------
Total current liabilities... 27,783 26,311
------------ ------------
Deferred compensation....... 3,270 2,968
----------- ------------
Total liabilities............. 31,053 29,279
----------- ------------
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 2001 and 2000.. 2,345 2,345
Paid-in capital............. 19,674 20,032
Retained earnings........... 34,115 31,644
------------ ------------
56,134 54,021
Treasury stock, at cost..... (4,608) (5,395)
(737,298 shares for 2001 and
872,716 shares for 2000).
------------ ------------
Total shareholders' equity.. 51,526 48,626
------------ ------------
Total liabilities and share-
holders' equity............. $ 82,579 $ 77,905
============ ============
See notes to consolidated financial statements.
Cobra Electronics Corporation and Subsidiaries
Consolidated Statements of Cash Flows
(Dollars in thousands)
For the Nine Months Ended
(Unaudited)
--------------------------------
Sept 30, Sept 30,
2001 2000
-------------- -------------
Cash flows from operating Activities:
Net income from operations $ 2,471 $ 4,235
Adjustments to reconcile net
income to net cash provided
by (used for) operating
activities:
Depreciation and amortization 1,716 1,519
Loss (gain) on cash surrender
value of life insurance (3) (380)
Changes in assets and
liabilities:
Receivables................ 6,212 (5,730)
Inventories................ (11,162) (17,315)
Other current assets....... 658 2,472
Other assets............... 467 2,632
Accounts payable........... 3,615 2,661
Deferred compensation...... 302 275
Accrued liabilities........ (819) (316)
-------- ---------
Net cash provided by (used for)
operating activities......... 3,457 (9,947)
-------- ---------
Cash flows used in investing activities:
Capital expenditures........... (1,922) (1,621)
-------- ---------
Cash flows from financing activities:
Net borrowings (repayments) under
the line-of-credit agreement. (1,324) 12,391
Transactions related to stock
repurchase ................... --- (386)
Transactions related to exercise
of common stock options, net.... 429 171
--------- ---------
Net cash provided by (used for)
financing activities......... (895) 12,176
-------- ---------
Net increase in cash 640 608
Cash at beginning of period...... 54 93
-------- ---------
Cash at end of period............ $ 694 $ 701
======== =========
Supplemental disclosure of cash flow information Cash paid during the period
for:
Interest $ 590 $ 371
Taxes $ 500 $ 286
See notes to consolidated financial statements.
The consolidated financial statements included herein have been prepared by the
Company, without audit, pursuant to the rules and regulations of the Securities
and Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with accounting
principles generally accepted in the United States of America have been omitted
pursuant to such rules and regulations, although the Company believes that the
disclosures are adequate to make the information presented not misleading. The
Consolidated Balance Sheet as of December 31, 2000 has been derived from the
audited consolidated balance sheet as of that date. It is suggested that these
financial statements be read in conjunction with the financial statements and
the notes thereto included in the Company's latest annual report on Form 10-K
for the year ended December 31, 2000. In the opinion of management, the infor-
mation contained herein reflects all adjustments necessary to make the results
of operations for the interim periods a fair statement of such operations. All
such adjustments are of a normal recurring nature. Due to the seasonality of the
Company's business, the results of operations of any interim period are not
necessarily indicative of the results that may be expected for the fiscal year.
(1) PURCHASE ORDERS AND COMMITMENTS
At September 30, 2001, the Company had outstanding purchase orders with
suppliers totaling approximately $24.0 million compared to $41.8 million as of
September 30, 2000. The decrease is due to shorter vendor lead times, higher
third quarter inventories than the prior year and tighter inventory controls.
(2) EARNINGS PER SHARE
For the Three For the Nine
Months Ended Months Ended
(Unaudited) (Unaudited)
-------------------- --------------------
Sept 30, Sept 30, Sept 30, Sept 30,
2001 2000 2001 2000
--------- --------- --------- --------
Income:
Income available to common
shareholders (thousands).... $ 1,375 $ 1,949 $2,471 $4,235
Basic Earnings Per Share:
Weighted-average shares
outstanding.............. 6,242,834 6,132,164 6,214,305 6,135,719
---------- --------- ---------- ---------
Basic Earnings Per Share $0.22 $0.32 $0.40 $0.69
========== ========= ========== =========
Diluted Earnings Per Share:
Weighted-average shares
outstanding 6,242,834 6,132,164 6,214,305 6,135,719
Dilutive shares issuable
in connection with
stock option plans 667,832 894,625 742,832 894,625
Less shares purchasable
with proceeds (527,195) (583,398) (555,819) (632,284)
--------- --------- --------- ---------
Total 6,383,471 6,443,391 6,401,318 6,398,060
========= ========= ========= =========
Diluted Earnings Per Share $0.22 $0.30 $0.39 $0.66
========= ========= ========= =========
(3) TERMINATED ACQUISITION
On January 5, 2001, the Company announced that it had entered into an Agreement
and Plan of Merger, dated January 4, 2001, pursuant to which the Company
commenced a tender offer for all of the outstanding shares of common stock of
Lowrance Electronics, Inc. ("Lowrance"). On May 2, 2001, the Company terminated
its tender offer for Lowrance common stock and the related Merger Agreement due
to a material adverse change in Lowrance's net sales and earnings relative to
financial projections provided to Cobra by Lowrance.
At December 31, 2000, $613,000 in costs incurred in connection with this
transaction had been capitalized in "Other Assets" in the Consolidated Balance
Sheet. The Company continued to capitalize costs related to the transaction
through May 1, 2001. During the second quarter of 2001, the Company recorded a
$1.4 million non-recurring charge for expenses associated with this terminated
acquisition.
(4) SUBSEQUENT EVENT
On October 24, 2001, the Board of Directors of the Company adopted a Stockholder
Rights Plan and, in connection therewith, declared a dividend of one preferred
stock purchase right for each outstanding share of the Company's common stock as
of the close of business on November 5, 2001. When the rights become
exercisable, each right (other than those which have become void under the Plan)
will entitle the holder to buy one one-hundredth of a share of Series A Junior
Preferred Stock of the Company at an exercise price of $35.Each one one-
hundredth of a share of the new preferred stock is intended to be the economic
and voting equivalent of one share of the Company's common stock.
The rights become exercisable 10 business days after any person has acquired, or
announced its intention to commence a tender offer for, 15 percent or more of
the Company's common stock. Under certain circumstances, each right which has
not become void will entitle the holder to purchase, at the exercise price,
common stock of the Company having a current market value of two times the
exercise price; or if the Company is acquired in a merger or other business
combination, each right will entitle the holder to purchase, at the $35 exercise
price, common stock of the acquiror having a current market value of two times
the exercise price. Subject to certain conditions, the Company is entitled to
redeem rights at $.01 per right. The rights will expire in 10 years, unless
earlier redeemed or exchanged by the Company.
(5) NEW ACCOUNTING PRONOUNCEMENTS
The Financial Accounting Standards Board has issued Statement of Financial
Accounting Standards ("SFAS") No. 141, "Business Combinations," and SFAS No.
142, "Goodwill and Other Intangible Assets". These statements establish new
accounting and reporting standards for business combinations and associated
goodwill and intangible assets. They require, among other things, elimination of
the pooling of interests method of accounting, no amortization of acquired
goodwill, separate identification of certain identifiable intangible assets, and
a periodic assessment for impairment of all goodwill and intangible assets
acquired in a business combination. SFAS No. 141 is effective for all business
combinations accounted for by the purchase method that are completed after June
30, 2001. SFAS No. 142 is effective for fiscal years beginning after December
15, 2001. The Company has determined that SFAS No. 142 has no impact on its
financial statements as no goodwill currently exists.
On August 16, 2001, the Financial Accounting Standards Board issued SFAS No.
143, "Accounting for Asset Retirement Obligations," which is effective for all
fiscal years beginning after June 15, 2002. SFAS No. 143 addresses financial
accounting and reporting for obligations associated with the retirement of
tangible long-lived assets and associated asset retirement costs. On October 3,
2001, the Financial Accounting Standards Board issued SFAS No. 144, "Accounting
for the Impairment or Disposal of Long Lived Assets," which is effective for all
fiscal years beginning after December 15, 2001. SFAS No. 144 addresses
accounting and reporting for the impairment or disposal of long lived assets,
including discontinued operations, and establishes a single accounting model for
long lived assets to be disposed of by sale. The Company is evaluating both
pronouncements to determine their impact on the financial statements.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
ANALYSIS OF RESULTS OF OPERATIONS
Third Quarter 2001 vs. Third Quarter 2000
- -----------------------------------------
For the third quarter ended September 30, 2001, net income was $1.4 million or
$0.22 per diluted share. In the year ago quarter, net income was $1.9 million,
or $0.30 per diluted share. The decrease was primarily due to lower net sales
and higher operating expenses.
Net sales for the third quarter of 2001 decreased 6% to $36.3 million from sales
of $38.6 million in the third quarter of 2000. The slow down in the economy
negatively impacted sales of domestic MicroTALK Family Radio Service ("FRS")
two-way radios and 9 Band detectors, both of which experienced sales declines in
the quarter. Further impacting net sales of these products were consumer rebates
and reduced and delayed orders by key customers. To help drive its domestic FRS
business and further enhance its strong market position, the Company continued
to focus on expanding distribution, for example, increasing its placement with
Wal-Mart, and also began shipping a new premium two-way radio product, which
brings to market a five-mile range and combines the best features of FRS and
GMRS (General Mobile Radio Service) categories. Offsetting some of the sales
decline in FRS and detection were higher sales of Citizens Band radios, which
rebounded as discretionary income of professional drivers benefited from lower
fuel prices, and strong sales of the Company's new HighGear line of power
inverters. Additionally, FRS sales into Canada, where the Company has a market
share of 50%, increased over 26% because of the intro- duction of a new model.
Gross margins for the third quarter of 2001 were flat at 28.2%, reflecting the
strength of the Company's product line and improved sourcing in the face of
pricing pressures in the marketplace for Detection and FRS products. The Company
responded to competitive opportunities with a combination of price reductions
and rebates.
Selling, general and administrative expense increased $331,000 in the third
quarter of 2001 from the same period in 2000. The overall increase resulted from
additional selling expenses driven by higher payroll, travel and consumer
advertising expenses resulting from the need to maintain sales momentum in a
slowing economy as well as a continued focus on expanding distribution both
domestically and internationally.
Interest expense for the quarter ended September 30, 2001 decreased $55,000
compared to the prior year's third quarter, primarily due to lower average debt
levels and a lower interest rate.
For the third quarter of 2001, the Company's effective tax rate was 38.4%, which
approximated the effective rate incurred in the third quarter of 2000.
Nine Months 2001 vs. Nine Months 2000
- -------------------------------------
For the nine months ended September 30, 2001, net income was $2.5 million, or
$0.39 per diluted share, compared to $4.2 million, or $0.66 per diluted share
for the same period a year ago. The decrease was primarily due to a lower gross
margin, higher operating expenses and the expenses associated with the termina-
ted Lowrance Electronics, Inc. ("Lowrance") acquisition. Excluding the expenses
pertaining to the Lowrance transaction, the Company would have had net income of
$3.3 million, or $0.52 per diluted share.
Net sales for the nine months ended September 30, 2001 increased 6.7 % to $102.1
million from sales of $95.7 million for the same period of 2000. Contri- buting
to this increase was a 40% increase in sales of domestic microTALK FRS two-way
radios as well as increased sales of MicroTALK European PMR two-way radios and
Citizens Band radio accessories and power inverters under the HighGear brand,
which was a new line added in 2000. The strong growth of domestic FRS radios
reflected mainly the impact of distribution gains in the form of additional
placements with existing customers and the addition of new customers such as
Wal-Mart. Also contributing to the increase in sales was the introduction of new
products such as the new SNAP replacement front FRS models in the U.S. European
PMR radio sales increased 9% and represented continued penetration of this
market through the addition of new distributors and expanded placement with
retailers such as Tesco, one of Europe's largest retail chains.
Gross margins decreased during the period to 27.4% from 28.2%, primarily due to
pricing pressures in the marketplace, particularly in the FRS category. To help
maintain MicroTALK sales momentum at retail and market share, the Company
reduced effective prices on some models through a combination of price
reductions to customers and rebates to consumers.
Selling, general and administrative expense, excluding the expenses for the
terminated acquisition of Lowrance, increased $2.5 million, or 1.2% of net
sales, in the nine months ended September 30, 2001 from the same period of 2000.
The overall increase reflected additional variable and fixed selling expenses.
The increase in variable selling expenses was due to both higher sales volume
and the Company's efforts to take advantage of opportunities to increase shelf
space and consumer awareness and sell-through. The increase in fixed selling
expenses resulted primarily from expenses of the Company's Irish subsidiary,
Cobra Electronics Europe Limited, based in Dublin, Ireland, which began
operation in late 2000.
On May 2, 2001, the Company terminated its tender offer for Lowrance common
stock and the related Merger Agreement due to a material adverse change in
Lowrance's net sales and earnings relative to financial projections provided to
Cobra by Lowrance. During the second quarter of 2001, the Company recorded a
$1.4 million non-recurring charge for expenses associated with the terminated
acquisition. These expenses consisted of bank, legal and due diligence fees. All
charges pertaining to the terminated acquisition were recorded in the second
quarter and no further charges are anticipated.
Interest expense for the period increased $55,000 compared to the prior year,
primarily due to higher average debt levels for the majority of the period,
which were driven by higher accounts receivable and inventory for the majority
of the period, partially offset by a lower interest rate.
For the first nine months of 2001, the Company's effective tax rate was 38.4%,
which approximated the effective rate incurred in the prior year's period.
LIQUIDITY AND CAPITAL RESOURCES
Operating activities generated cash of $3.5 million during the nine months ended
September 30, 2001, primarily due to a decrease in accounts receivable and an
increase in accounts payable, partially offset by a seasonal increase in
inventories. The decrease in receivables reflected lower third quarter 2001 net
sales coupled with a significant increase in year-end 2000 receivables due to
strong fourth quarter 2000 sales. Higher accounts payable resulted from a
seasonal increase in letters of credit presented but not yet paid for inventory
placed in transit by the Company's vendors. Inventories increased primarily due
to purchases to support anticipated holiday sales, particularly in FRS. Debt
decreased $1.3 million during the first nine months of 2001, primarily due to
cash generated from operations. At September 30, 2001, the Company had
approximately $8.2 million of unused borrowing capacity under its credit
facility. On September 27, 2001, The Company extended its current credit
agreement until December 31, 2001.
In August 1998, the Company's board of directors authorized a program to
repurchase up to $1 million of the Company's common shares. On May 17, 1999, the
Company announced that a second repurchase program had been approved to acquire
up to another $1 million of common stock. During the first nine months of 2001,
the Company did not repurchase any of its shares. Since the program's inception
through September 30, 2001, the Company has repurchased 387,900 of its common
shares at a total cost of approximately $1.6 million.
Item 3. Qualitative and Quantitative Disclosures About Market Risk
The Company is subject to market risk associated principally with changes in
both interest rates and foreign exchange rates. Interest rate exposure is
principally limited to the Company's $12.1 million of debt outstanding at
September 30, 2001. 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 $60,500 increase or decrease in interest expense and cash flows.
The Company's suppliers are located in foreign countries, principally in the Far
East. The Company made approximately 10.8% of its sales outside the United
States, principally in Europe and Canada, in the first nine months of 2001. The
Company minimizes its foreign currency exchange rate risk by conducting all of
its transactions in US dollars, except for the billings of its European
business, which are conducted in euros.
The Company does not use derivative financial or commodity instruments for
trading or other purposes.
Forward-Looking Statements
This Management's Discussion and Analysis contains statements which are not
historical facts and are considered "forward-looking" within the meaning of the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements are identified by their use of the terms: "expects," "intends," "may
impact," "plans," "should," "anticipates" or similar terms. These
forward-looking statements involve a number of risks and uncertainties that may
cause actual results to differ materially from expected results. These risks and
uncertainties include, but are not limited to, the following: business
conditions and growth of markets in which the Company competes, including
changes in economic conditions in the geographic areas where the Company's
operations exist or products are sold; timing, start-up and customer acceptance
of newly designed products; competitive factors, such as price competition and
new product introductions; significant loss of business from a major national
retailer; the cost and availability of raw materials and purchased components;
the impact of business acquisitions or dispositions; the costs of complying with
governmental regulations; level of share repurchases; litigation and other risk
factors.
PART II
OTHER INFORMATION
Items 1, 2, 3, 4 and 5
- ----------------------------------------
Not Applicable.
Item 6. Exhibits and Reports on Form 8-K
- -----------------------------------------
a) Exhibits.
4 Rights Agreement, dated as of October 24, 2001, between the
Company and American Stock Transfer & Trust Company, as Rights
Agent (incorporated by reference to Exhibit 4 to the Current
Report on Form 8-K of the Company filed on October 25, 2001).
10-21 Eighth Amendment to the Loan and Security Agreement dated as of
February 3, 1998 among LaSalle Business Credit, Inc., as a lender
and as collateral agent for the lenders, LaSalle Bank National
Association, as a lender and as administrative agent for the
lenders, and the Company.
b) Reports on Form 8-K.
During the three months ended September 30, 2001, the Company filed no
Reports on Form 8-K.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
COBRA ELECTRONICS CORPORATION
By:
-------------------------
Michael Smith
Senior Vice President and
Chief Financial Officer
(Duly Authorized Officer
and Principal Financial Officer
Dated: November 13, 2001
Index to Exhibits
Exhibit Number Description of Document
4 Rights Agreement, dated as of October 24, 2001, between the
Company and American Stock Transfer & Trust Company, as Rights
Agent (incorporated by reference to Exhibit 4 to the Current
Report on Form 8-K of the Company filed on October 25, 2001).
10-21 Eighth Amendment to the Loan and Security Agreement dated as of
February 3, 1998 among LaSalle Business Credit, Inc., as a
lender and as collateral agent for the lenders, LaSalle Bank
National Association, as a lender and as administrative agent
for the lenders, and the Company.
EXHIBIT 4
EIGHTH AMENDMENT TO THE LOAN AND SECURITY AGREEMENT
DATED AS OF FEBRUARY 3, 1998
AMONG LASALLE BUSINESS CREDIT, INC., AS A LENDER
AND AS COLLATERAL AGENT FOR THE LENDERS,
LASALLE BANK NATIONAL ASSOCIATION, AS A LENDER AND
AS ADMINISTRATIVE AGENT FOR THE LENDERS,
AND COBRA ELECTRONICS CORPORATION
THIS EIGHTH AMENDMENT (this "Amendment") is made as of the 27th day of
September, 2001 to the Loan and Security Agreement dated February 3, 1998 (as
amended from time to time, the "Loan Agreement"); unless otherwise defined
herein, capitalized terms used herein shall have the meanings ascribed to them
in the Loan Agreement among Cobra Electronics Corporation ("Borrower"), LaSalle
Business Credit, Inc., as Collateral Agent, LaSalle Bank National Association
(formerly known as LaSalle National Bank), as Administrative Agent
(collectively, "Agents"), and the Lenders from time to time party thereto.
WHEREAS, Borrower has requested that Agents and Lenders amend the Loan Agreement
to extend the maturity date and in certain other respects, and Agents and
Lenders have agreed to do so subject to the terms and conditions hereof.
NOW, THEREFORE, in consideration of the foregoing, and the mutual covenants
herein contained, and such other consideration as the parties mutually agree,
the parties hereto agree as follows:
Amendment. Borrower, Agents and Lenders agree to amend the Loan Agreement as
follows: The first sentence of Paragraph 12 of the Loan Agreement is hereby
amended and restated in its entirety, as follows:
This Agreement shall be in effect from the date hereof until December
31, 2001 ("Original Term"); provided, however, that the security
interests and liens created under this Agreement and the Other
Agreements shall survive such termination until the date upon] which
payment and satisfaction in full of the Liabilities shall have occurred.
The first sentence of subparagraph 3(a) of the Loan Agreement is hereby amended
and restated in its entirety, as follows:
Subject to the terms and conditions of this Agreement, and the Other
Agreements, during the Original Term, Collateral Agent shall, absent the
existence of an Event of Default, from time to time cause the Issuing
Bank to issue, and Collateral Agent shall co-sign for, upon Borrower's
request, Letters of Credit; provided, that (i) the Letters of Credit
shall be in form and substance acceptable to Collateral Agent in its
reasonable credit judgment, (ii) Borrower may request that the Letter of
Credit be denominated in Euros so long as the aggregate Dollar
Equivalent amount of such Letters of Credit denominated in Euros plus
the Dollar Equivalent amount of all Revolving Loans made in Euros shall
not exceed $1,500,000 and (iii) the aggregate undrawn face amount of all
such Letters of Credit, including then Dollar Equivalent of all Letters
of Credit denominated in Euros, shall at no time exceed Twenty-Five
Million Dollars ($25,000,000); and provided further, that no Letter of
Credit shall have an expiry date (i) (x) with respect to standby Letters
of Credit, more than 365 days from the date of issuance or (y) with
respect to documentary Letters of Credit, more than one hundred eighty
(180) days from the later of the date of issuance and The most recent
amendment of the expiry date, or as otherwise approved by Collatera
Agent, or (ii) later than February 28, 2001.
Exhibit C to the Loan Agreement is hereby amended to add Costco with a
concentration limit of 30%.
Representations and Warranties of Borrower. Borrower represents and warrants
that, as of the date hereof:
Borrower has the right and power and is duly authorized to enter into this
Agreement and all other agreements executed in connection herewith;
No Event of Default or an event or condition which upon notice, lapse of time or
both will constitute an Event of Default has occurred and is continuing;
The execution, delivery and performance by Borrower of this Amendment and the
other agreements to which Borrower is a party (i) have been duly authorized by
all necessary action on its part; (ii) do not and will not, by the lapse of
time, giving of notice or otherwise, violate the provisions of the terms of its
Articles of Certificate of Incorporation or By-Laws, or of any mortgage,
indenture, security agreement, contract, undertaking or other agreement to which
Borrower is a party, or which purports to be binding on Borrower or any of its
properties; (iii) do not and will not, by lapse of time, the giving of notice or
otherwise, contravene any governmental restriction to which Borrower or any of
its properties may be subject; and (iv) do not and will not, except as
contemplated in the Loan Agreement, result in the imposition of any lien,
charge, security interest or encumbrance upon any of Borrower's properties under
any indenture, mortgage, deed of trust, loan or credit agree- ment or other
agreement or instrument to which Borrower is a party or which purports to be
binding on Borrower or any of its properties;
No consent, license, registration or approval of any governmental authority,
bureau or agency is required in connection with the execution, delivery,
performance, validity or enforceability of this Amendment and the other
agreements executed by Borrower in connection herewith;
This Amendment and the other agreements executed by Borrower in connection
herewith have been duly executed and delivered by Borrower and are enforceable
against Borrower in accordance with their terms; and
All information, reports and other papers and data heretofore furnished to
Agents by Borrower in connection with this Agreement, the Loan Agreement and
Other Agreements are accurate and correct in all material respects and complete
insofar as may be necessary to give Agents true and accurate knowledge of the
subject matter thereof. Borrower has disclosed to Agents every fact of which it
is aware which would reasonably be expected to materially and adversely affect
the business, operations or financial condition of Borrower or the ability of
Borrower to perform its obligations under this Amendment, the Loan Agreement or
under any of the Other Agreements. None of the information furnished to Agents
by or on behalf of Borrower contained any material misstatement of fact or
omitted to state a material fact or any fact necessary to make the statements
contained herein or therein not materially misleading.
Conditions Precedent. The amendments to the Loan Agreement set forth in this
Amendment shall become effective as of the date of this Amendment upon execution
by all parties hereto.
Fees and Expenses. Borrower agrees to pay all legal fees and other expenses,
whether for in-house or outside counsel, incurred by Agents and Lenders in
connection with this Agreement and the transactions contemplated hereby. Loan
Agreement Remains in Force. Except as specifically amended hereby, all of the
terms and conditions of the Loan Agreement shall remain in full force and effect
and this Agreement shall not be a waiver of any rights or remedies which Agents
or Lenders have provided for in the Loan Agreement and all such terms and
conditions are herewith ratified, adopted, approved and accepted. Additional
Documents. Upon the request of Collateral Agent, Borrower will cause to be done,
executed, acknowledged and delivered all such further acts, conveyances and
assurances as Collateral Agent from time to time may reasonably request of
Borrower for accomplishing the transaction referred to herein. No Novation. This
Agreement and all other agreements executed by Borrower on the date hereof are
not intended to nor shall be construed to create a novation or accord and
satisfaction, and shall only be a modification and extension of the existing
Liabilities of Borrower to Lenders.
Entire Agreement. This Agreement and the other documents it refers to comprise
the entire agreement relating to the subject matter they cover and supersede any
and all prior written or oral agreements among Agents, Lenders and Borrower
relating thereto.
Severability. Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof or affecting the validity or enforceability of such
provision in any other jurisdiction.
Except as expressly provided for herein, the terms and conditions of the Loan
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, Borrower, Agents and Lenders have caused this Amendment to
be duly executed by their proper duly authorized officers oaf the day and year
first set forth above.
LASALLE BUSINESS CREDIT, INC., as Collateral Agent and
Lender
By: /s/ Scott R. Busch
Its: FVP
LASALLE BANK NATIONAL ASSOCIATION, as Administrative Agent
and Lender
By:
Its__________________________________________________
COBRA ELECTRONICS CORPORATION
By: /s/ Michael Smith
Its: Chief Financial Officer