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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, 1996
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 stock held by
non-affiliates of the Registrant at March 14, 1997 was
approximately $18,724,944.
The number of shares of Registrant's Common Stock outstanding at
that date was 6,241,648.
Portions of the Registrant's Definitive Proxy Statement relating
to the Annual Meeting of Shareholders to be held May 13, 1997,
are incorporated by reference into Part III of this Report.
PART I
------
ITEM 1. BUSINESS:
GENERAL
Cobra Electronics Corporation (the "company") was incorporated in
Delaware in 1961 and is a designer and wholesale marketer of
consumer electronics products. 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, with
sales also being dependent upon timely introduction of new
products which incorporate new features desired by consumers at
competitive prices.
RECENT DEVELOPMENTS
In a move to further strengthen its sales and marketing staff,
the company named Tony Mirabelli to the new post of Senior Vice
President, Marketing and Sales, with responsibility for the
company's marketing, sales and product development direction,
both domestic and international. Since 1992, Tony Mirabelli had
been vice-president of marketing for Uniden America Corporation.
During his four-year tenure at Uniden, he helped create a
wireless telecommunications business and initiated plans for
several personal communications business segments resulting in a
doubling of sales during the period. He has held a variety of
marketing and product management positions at some of the
best-known names in the electronics industry, including NEC,
Quasar and Zenith. He has also served as a member of the Board
of Directors for the Consumer Electronics Manufacturers
Association.
In December of 1996 the company announced its new, patent-pending
SoundTracker noise reduction technology which dramatically
improves the sound quality of the company's citizen band ("CB")
radios. Extensive consumer research shows that the most
requested improvement that CB users and, even non-users, want in
a CB radio is less static and clearer sound. This new feature
significantly reduces "white noise", or static, when the CB is in
the receiving mode. Additionally, SoundTracker technology
allows the user's voice to break through cluttered airwaves and
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to be more easily heard when transmitting. In short, "The
SoundTracker system cuts static coming in..Adds punch going out!"
CB models with this new technology will start to ship in the
second quarter of 1997. This new technology is expected to help
fuel growth in the category mainly by helping to accelerate
replacement of older CBs by users who want this latest
technology.
In response to the FCC's approval of non-business frequencies,
the company introduced a Family Radio Service handheld radio.
Family Radio Service operates on UHF FM frequencies, which allows
for exceptionally clear sound quality and penetration through
buildings and other obstacles. It also allows for an extremely
small handheld radio. The company's' initial entry into this
market -- the FRS 200-- measures only 4.75" in height and weighs
less than 1/2 pound. And while Family Radio Service models from
other competitors must be held in front of the user's face,
Cobra's unique, convenient design allows the user to hold the
radio like a cellular phone but unlike a cellular phone, FRS
radios require no monthly charge and provide coverage even in the
most remote areas. The FRS 200 is ideal for a variety of
occasions where a larger hand held radio is not practical,
including outdoor activities such as skiing, and bicycling, and
for family outings to amusement parks and shopping malls. The
company will begin shipping the FRS 200 during the second quarter
of 1997.
Also in 1996 the company developed an exclusive Sprint-branded
Intenna telephone, the CP 2510, with Private Call voice
scrambling, which ensures complete calling privacy, and Power
Protector power outage protection, which guarantees that the
phone can be used during power outages. Sprint also carries a
Cobra-branded integrated Intenna cordless phone/answering system
and has thus emerged as the company's largest and fasted-growing
customer. The company's line of Intenna cordless phones continue
to be the only cordless phones in the market place that have no
external handset or base antenna to bend, break or get in the
way.
The company has also expanded distribution of CB radios with six
models at Sears, one of the most successful retailers in the
country, and four models at Circuit City, the country's largest
electronics retailer, which previously did not sell CB radios.
In early 1997 the company introduced the Safety Alert Traffic
Warning Detector, targeted at consumers who want to enhance their
driving safety but choose not to own a conventional radar
detector. The SA-1000 receives all three Safety Alert signals,
but does not detect radar or laser guns. Importantly, the
existence of the SA-1000 is also expected to give a boost to
sales of Safety Alert transmitters, as many potential customers,
such as police and fire departments, have indicated they would be
more likely to purchase transmitters if "safety-only" receivers
were available.
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The company also signed licensing agreements with Sunkyong
America, Inc. and Tokyo-based Yupiteru Industries Co. Ltd.. The
agreements call for each company to incorporate Cobra's patented
Safety Alert Traffic Warning System technology into its line of
radar detectors in exchange for a one time fee and royalties on
all future sales of detectors with the Safety Alert system.
PRODUCTS
The company operates only in the consumer electronics industry.
Principal products include:
Mobile Electronics: Citizen Band ("CB") Radios
Integrated Radar/Laser Detectors
Telecommunication: Intenna Cordless Telephones
Integrated Intenna Cordless Phone
Answering Systems
Audio: Clock Radios
The following table shows the company's percentages of net sales
by product category for the three years ended December 31, 1996.
1996 1995 1994
---- ---- ----
Mobile Electronics Products 67% 68% 67%
Telecommunication Products 33% 31% 32%
Audio Products - 1% 1%
---- ---- ----
Total Net Sales 100% 100% 100%
==== ==== ====
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, Malaysia, Thailand,
Japan, and Korea. The company maintains stringent control over
the design and production quality of its products. The company
has a 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
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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,
excluding company-owned tooling at suppliers, are not material.
The company competes primarily in the United States with various
manufacturers and distributors of mobile electronics and
telecommunication 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 $.8 million
in 1996 and $1.1 million in 1995 and 1994.
Except for certain patents, such as the Safety Alert transmitter
and Intenna 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 its new SoundTracker
noise reduction technology), patents will be applied for to
preserve exclusivity, wherever possible.
Mobile Electronics Products: These products, which include CB
radios and integrated radar/laser detectors, are marketed under
the COBRA trademark. Cobra is the leading brand in the CB radio
market, which at retail is approximately $150 million annually.
This market continues to expand, with growth coming both from the
traditional core truck driver segment, which accounts for the
largest part of the sales volume and reflects an increasing
number of trucks on the highways, and from broader consumer use.
For example, CB is benefitting from the recent surge in sales of
sport utility vehicles as a growing percentage of owners view CB
radio a necessary part of their "off-road" lifestyle. Also there
is a growing popularity of handheld CB radios with campers,
hikers and other outdoor enthusiasts. In addition, the company's
agreement with General Motors will provide the company with added
distribution opportunities. The agreement gives the company
exclusive rights to sell its CB radios with the GM "Mark of
Excellence", Chevrolet "Bow-Tie" and GMC trademarks to an
estimated 8,500 General Motors and Chevrolet dealers nationwide
as well as to other channels of distribution.
-5-
The company has been the technology leader in the CB radio
market. The company's new, patent-pending SoundTracker noise
reduction technology, which dramatically improves the sound
quality of the CB radios, is the first dramatic product
innovation in this category for many years. This new feature
significantly reduces "white noise", or static, when the CB 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.
The company has a history of being the technology leader in the
CB market. The company was the first CB radio marketer to
combine a National Weather Service receiver with a mobile CB
radio, enabling motorists to obtain travel information
broadcasts. As a major enhancement of this feature, the company
also introduced the industry's first mobile CB radio that
incorporates an automatic alert feature to warn of National
Weather Service emergency advisories. The company also markets
CB radios to nonprofessional drivers and handheld CB radios for
sport and recreational use.
In 1997 the company will begin to ship Family Radio Service
handheld radios which is a handheld radio, that operates on the
newly FCC approved non-business frequencies. Family Radio
Service operates on UHF FM frequencies, which allows for
exceptionally clear sound quality and penetration through
buildings and other obstacles. The lightweight and compact size
(less than 1/2 pound and 4.75" in height) makes this unit ideal
for a variety of occasions that are simply not practical for
larger handheld radios.
Cobra is also one of the leading brands in the market for
integrated radar/laser detectors. Currently, there are
approximately 190 million cars and light trucks on the road and,
of those, approximately 10 percent have detectors. Cobra
commands significant market share by offering innovative products
with the latest technology. For example, 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. In addition, 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 system is designed to help drivers avoid
potentially serious accidents with these organizations' vehicles.
In 1997 the company will begin 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 customers who want to enhance their
driving safety but choose not to own a radar detector.
-6-
Major competitors in the CB radio market are Radio Shack (Tandy
Corporation) and Uniden while major competitors in the radar
detector market include Cincinnati Microwave, Beltronics,
Whistler, and Uniden.
Telecommunication Products: These products, which include
cordless phones and integrated telephone answering systems, are
marketed under the COBRA trademark. The company entered the
telecommunications market in 1979 with its first integrated
cordless telephone and has since supplemented that entry with
other innovative products. For example, the company introduced
the market's first two-line cordless phone and the first
integrated cordless phone answering system. In 1989, the company
introduced its first Intenna cordless phone, which utilized the
company's patented technology to eliminate the external handset
antenna, an industry first. The company later refined this
technology to also make it possible to eliminate the base
antenna, as well. The company also offered Intenna cordless
phones in designer colors, which was an industry first.
Currently, Cobra offers the only cordless phones in the
marketplace with the antenna in the phone, not in the way,
without sacrificing voice quality or range. This makes it easier
to mount the phone under cabinets in the kitchen or on book
shelves in other rooms.
In 1993, the company began offering Intenna models with Private
Call technology, which electronically scrambles voice signals
between the handset and the base to ensure complete security by
eliminating potential eavesdropping over scanning radios, baby
monitoring devices and other cordless phones.
In 1996 the company began supplying Sprint an exclusive model of
the company's proprietary Intenna telephone, which Sprint sells
under its own brand. The phone also carries the Intenna
trademark.
Also in 1996, the company introduced Intenna cordless phones with
the Power Protector feature, which allows the phone to be used
during a power outage.
In the market for integrated telephone answering systems, the
company markets Intenna all-digital cordless phone answering
systems. Ideal for home or office use, these models offer
electronic voice mail and multiple mailboxes combined with an
Intenna cordless phone.
The telecommunications market is dominated by large companies,
including AT&T, General Electric, Panasonic, Sony, Southwestern
Bell, and Uniden. Because of this, the company's strategy is to
look for profitable niches and position Cobra as an alternative
line of quality products with innovative features at competitive
prices.
-7-
SALES AND DISTRIBUTION
Demand for consumer electronics products is seasonal.
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.
In 1996, sales to Sprint represented 10.7% and in 1994, sales to
QVC, Inc. represented 10.2% of net sales. For the year 1995,
there were no sales in excess of 10% 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 foreign sales were $9.7 million, $12.2 million, and
$11.7 million in 1996, 1995 and 1994, 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 400 retailers and distributors located
primarily in the United States. Approximately half 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.
Because of changes in the retail marketplace, the company has
sought to expand its distribution to retailers that offer
assisted-selling environments to help consumers be better
informed about product features and functions when making
purchase decisions. The company believes that these retailers
are more profitable because they receive higher margins and
experience lower servicing costs. 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. Cobra's primary sales force
comprises 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, 1996, the company employed 118 persons in the
U.S. and 8 in its international operations. None of the
company's employees is a member of a union.
-8-
ITEM 2. PROPERTIES:
The company owns two adjacent buildings in Chicago, Illinois
containing a total of approximately 190,000 square feet of office
and warehouse space. Maxtec International Corporation leases
approximately 83,000 square feet in one of the buildings under an
agreement that will expire on September 30, 1997. The company
believes that its 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, the most prevalent of
which relates to federal excise tax. During 1996, the company
received notice from the Internal Revenue Service (IRS) asserting
deficiencies in federal excise taxes for filing periods October
1, 1993 through December 31, 1995. The excise tax relates to the
use of ozone-depleting chemicals ("ODCs"). The company has
protested the deficiencies and has filed an environmental excise
tax protest. Management believes that they have substantial
defenses and intends to defend these actions vigorously.
Although it is not possible to predict with certainty the outcome
of this tax dispute, management believes the ultimate outcome of
this dispute will not result in a material impact on the
company's consolidated results of operations or financial
position. Also in 1996, the company recognized $373,000 of
income related to a lawsuit against a former distributor for
violation of a licensing agreement.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS:
None.
PART II
-------
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 14, 1997 the company had
approximately 1,236 shareholders of record and approximately
2,304 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.
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STOCK PRICE AND TRADING VOLUME DATA
STOCK PRICE RANGE
- -------------------------------------------------------------
TRADING VOLUME
1996 1995
1994 (in thousands)
------------------- -------------------
- ----------------- ------------------------
Quarter High Low High Low High
Low 1996 1995 1994
- ----------- --------- --------- --------- ---------
- -------- -------- ------ ------ -----
First...... $ 4 1/8 $ 2 1/4 $ 2 5/8 $ 1 5/8 $ 3 7/8
$ 2 9/16 1,624 1,073 1,821
Second..... 3 1/8 1 15/16 2 1/8 1 1/2 3 3/4
2 1/2 725 917 1,435
Third...... 3 1/8 2 2 5/8 1 11/16 3 1/2
2 3/8 344 1,189 694
Fourth..... 3 7/8 2 1/8 3 3/8 2 3
1 3/4 1,265 2,114 1,264
Note: Data compiled from The Nasdaq Stock Market monthly Summary
of Activity reports.
-10-
ITEM 6. SELECTED FINANCIAL DATA:
FIVE YEAR FINANCIAL SUMMARY
Years Ended December 31
(in thousands, except per share amounts) 1996
1995 1994 1993 1992
- ---------------------------------------------------- --------
- ---------- ---------- ---------- ----------
Operating Data:
Net sales......................................... $ 90,324 $
90,442 $ 82,131 $ 98,844 $ 117,733
Gross profit...................................... 16,370
16,577 14,466 13,903 14,945
Selling, general and administrative expense....... 14,374
16,097 14,602 15,741 19,433
Operating income (loss)........................... 1,996
480 (136) (2,914) (5,683)
Income (loss)from continuing operations before....
cumulative effect of a change in accounting
principle [a]................................... 601
(1,145) (1,515) (4,392) (8,679)
Cumulative effect of a change in accounting
principle [a] ................................... ---
--- --- --- (835)
Net Income (loss)................................. 601
(1,145) (1,515) (4,392) (9,514)
Income (loss) per share:
Continuing operations before cumulative effect
of a change in accounting principle [a] ........ .10
(0.18) (0.24) (0.70) (1.39)
Cumulative effect of a change in accounting
principle....................................... ---
--- --- --- (0.13)
Net income (loss)................................. .10
(0.18) (0.24) (0.70) (1.52)
As of December 31:
Total assets...................................... 42,596
50,081 40,342 46,389 54,286
Long-term debt [b]................................ ---
--- --- --- 15,038
Shareholders' equity.............................. 18,713
18,174 19,429 20,960 25,477
Book value per share.............................. 3.29
3.20 3.38 3.62 4.33
Shares outstanding................................ 6,242
6,227 6,227 6,227 6,227
[a] Effective January 1, 1992, the company changed its accounting
for income taxes by adopting prospectively Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes".
[b] Borrowings under the company's credit agreement at December
31, 1996, 1995, 1994 and 1993 were $13,277,000, $19,368,000,
$11,461,000, and $13,689,000, respectively, and were classified
as short-term debt.
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS:
CORPORATE OVERVIEW
In 1996 the company returned to profitability recording a net
profit of $601,000 or $.10 per share. While the industry as a
whole continued to struggle, management focused on making the
organization more cost-efficient, which played a key role in
the return to profitability. After reporting a first quarter
loss, principally because of a weak retail environment that
subsequently improved, the company reported three consecutive
profitable quarters and generated $1.2 million of net income
during the last nine months of 1996.
-12-
Also in 1996, the company announced its new, patent-pending
SoundTracker noise reduction technology which dramatically
improves the sound quality of the company's citizen band ("CB")
radios. This new technology will be incorporated into some of
the models in the 1997 CB product line and is expected to
accelerate replacement of older models by users who want this
new technology.
RESULTS OF OPERATIONS
1996 Compared to 1995
- ---------------------
Net income for 1996 was $601,000 compared to a net loss of
$1.1 million in the year ago period. Selling, general and
administrative expense decreased $1.7 million to 15.9 percent
of net sales from 17.8 percent of net sales in the prior year.
1996 net sales were substantially unchanged from the prior
year.
Sales of mobile electronics products (mainly CB radios and
integrated radar/laser detectors) declined approximately
$900,000 in 1996 compared to 1995. Higher domestic CB sales were
offset by a large drop in international CB sales, mainly because
of a trademark dispute that limited shipments to a South American
distributor. Also, offsetting some of this drop was increased
sales of integrated radar/laser detectors primarily because of
expanded distribution overseas.
Telecommunications product sales increased $1.6 million in
1996 compared to 1995, primarily due to increased sales to
Sprint of the exclusive Sprint-branded Intenna cordless
telephone and Cobra-branded integrated Intenna cordless
phone/answering systems. 1996 sales to Sprint doubled from
their 1995 levels. Partially offsetting this increase was a
decrease in international sales of telecommunications products
due to a lack of cordless phone availability because of
constraints in capacity at the company's cordless phone
supplier as well as compliance issues with local regulatory
requirements.
Gross margin for 1996 and 1995 was 18.1 percent and 18.3
percent, respectively. Increased cordless phone margins,
which reflected strong demand for 25-channel phones that were
not available in 1995, were offset by lower answering system
margins due mainly to increased air freight expenses to import
the company's popular Intenna answering systems in order to
take advantage of customer orders that exceeded original
forecasts. As a result, the company was not able to use less
expensive ocean freight as it normally does and still satisfy
this demand in a timely manner. Also offsetting the higher
cordless phone margins were a decrease in detector margins,
-13-
which was due to downward pricing pressures on several
higher-priced models. CB margins were essentially unchanged from
the prior year.
Selling, general and administrative expenses decreased $1.7
million due to lower sales and marketing expenses, which
declined because of lower advertising expenses, a change in
sales commission programs, and the implementation of other
cost reduction programs such as bringing in house some
packaging and print media design activities. In addition,
1995 expenses included higher than normal marketing and
product development costs incurred to build sales volume.
Partially offsetting the lower selling and marketing expenses
was a $1.2 million charge to reduce advertising credits to
their net realizable value, which was partially offset by a
decline in bad debts expense because of improvement in the
quality of the receivable portfolio and favorable collections
experience.
Interest expense for 1996 decreased to $1.7 million from $1.8
million in the prior year due primarily to lower interest
rates. In addition, as a result of consolidation of
warehousing activities the Company sold one of its three
Chicago buildings for approximately $1 million, which reduced
borrowings.
Other income increased to $275,000 in 1996 from $127,000 in
1995 and reflects a gain of $373,000 from a suit against a
former distributor for violation of a licensing agreement and
$217,000 of royalty income from Safety Alert licensing
agreements, offset by a $384,000 writedown of a building
related to a discontinued operation.
1995 Compared to 1994
- ---------------------
Sales for 1995 increased by 10.1% to $90.4 million from $82.1
million in 1994. The net loss for 1995 narrowed to $1.1
million, or $.18 per share, from $1.5 million, or $.24 per
share in 1994. Sales for all major product lines increased
with the exception of cordless phones.
Sales of mobile electronics products (mainly CB radios and
integrated radar/laser detectors) increased approximately $6
million in 1995 compared to 1994. The increase reflected
higher sales of CB radios and integrated radar/laser
detectors. CB sales were driven by an expanding market for
CBs because of growth in the core truck driver segment and
broader usage to more consumers. Other contributing factors
were increased sales of CB models to export distributors and
the sales of new weather alert models, introduced in the
second quarter of 1994. Increased sales of integrated
radar/laser detectors was due primarily to sales of two new
models: a cordless model and a model with 360 degree laser
detection capability, an industry first.
-14-
Telecommunication product sales increased $2 million in 1995
compared to 1994, primarily due to increased phone answering
system sales, which were partially offset by a decline in
cordless phone sales. Phone answering system sales increased
because of new all-digital models which were not available
until 1995. Cordless phone sales declined as a result of lower
prices and unit sales of 10-channel models because of the
introduction of new 25-channel phones into the marketplace.
Combined unit sales for both telecommunication products and
mobile electronics products increased approximately 9% in
1995.
Gross margin for 1995 increased to 18.3% from 17.6% a year
ago. Higher margins in CB, integrated radar/laser detectors
and answering systems were partially offset by lower cordless
phone margins and increased factory reconditioned cordless
phones sold at below cost. CB margins showed improvement
because 1994 CB margins were depressed due to air freight
charges incurred on new models in backlog. Detection and
answering system margins were up because of high-margin new
models, which were not available in 1994. Cordless phone
margins declined because of the drop in 10-channel prices,
resulting from the introduction of 25-channel phones into the
marketplace, and also because of air freight charges incurred
to get the company's new 25-channel models to market in time
for the year-end holiday selling season.
Selling, general and administrative expense increased $1.5
million during 1995. The increase was due to higher marketing
and product development costs, incurred to build sales volume,
and higher payroll costs to strengthen the company's senior
management staff. In addition, the company had lower bad debt
expense in 1994 because of a favorable adjustment to the
company's allowance for doubtful accounts. The favorable 1994
adjustment reflected an improvement in the quality of the
receivable portfolio and favorable collections experience.
Also, approximately $350,000 of the increase reflected certain
Hong Kong office expenses, which in prior years had been
included in cost of sales.
Interest expense for 1995 was $1.8 million compared to $1.1
million in 1994. The increase was due to higher borrowings
for working capital, which increased to help support the
overall growth in sales.
Other income increased $449,000 primarily because of interest
earned on the cash value on officer life insurance, which is
maintained to fund deferred compensation obligations.
LIQUIDITY AND CAPITAL RESOURCES
-15-
At December 31, 1996, the company had a $30 million secured
credit facility that included a fixed term loan. In October,
1996, the agreement for this credit facility was extended to
March 31, 1998. Borrowings and letters of credit issued under
this agreement are collateralized by the company's assets, and
usage of the non-term loan portion is limited to certain
percentages of accounts receivable and inventory. The fixed
term loan is secured by the company's buildings and equipment
and requires both monthly principal payments of $43,000 and a
balloon payment of $2 million at the time of expiration.
The credit agreement specifies that the company may not pay
cash dividends and contains a material adverse change clause,
which, under certain circumstances, can accelerate the payment
of the debt. Because of this clause and the company's recent
history of losses, the company classified the debt as
short-term for financial reporting purposes. The company does
not believe a material adverse change is likely and does not
believe that repayment of the debt will be accelerated. At
December 31, 1996, the company had approximately $3.6 million
of unused credit line.
Cash flows provided by operating activities were $8.2 million
for the year ended December 31, 1996. Receivables decreased
compared to the prior year because the 1995 balance included
amounts from several large customers which were due prior to
year end but were received shortly thereafter. Inventories
decreased because soft demand at retail during the fourth
quarter of 1995 resulted in lower than anticipated sales and
higher than expected inventory levels at the end of 1995.
Other assets decreased due to a charge to reduce advertising
credits to their net realizable value. Accounts payable
declined because of reduced purchases of product on open
account from a domestic supplier and lower unpaid letters of
credit due to timing of payments.
Cash flows used in operating activities were $4.8 million for
the year ended December 31, 1995; losses from operations of
$1.1 million together with an increase in working capital
requirements provided for the cash outflow. The increase in
receivables is due mainly to higher fourth quarter sales
compared to the prior year as well as payments from several
large customers which were due prior to year end but were
received shortly thereafter. Inventories increased mainly as a
result of lower than anticipated sales during the year-end
holiday selling season because of soft demand at the retail
level. Accounts payable increased because of additional
purchases of product on open account from a domestic supplier.
The majority of the company's purchases are from foreign
suppliers and are financed with letters of credit, which
require payment at the time of shipment.
-16-
Cash flows provided by operating activities were $3.7 million
for the year ended December 31, 1994; losses from operations
of $1.5 million were more than offset by non-cash expenses of
depreciation and amortization and reduced working capital
requirements. Cash provided by the reduction in receivables
during 1994 was primarily the result of reduced sales during
the fourth quarter compared to the prior year. The reduction
in accrued liabilities was due to a decrease in the cost of
estimated future product warranty obligations.
Investing activities required cash of $703,000, $1.9 million,
and $1.5 million for the years ended December 31, 1996, 1995
and 1994, respectively. Most of the cash outflows during
these years related to the purchase of tooling and equipment.
In 1996 due to consolidation of the warehousing activities,
the company sold a building for approximately $1 million.
Cash flows provided by and used for financing activities for
the three years ending December 31, 1996, primarily reflect
changes in the company's borrowing requirements under its
line-of-credit agreement.
At December 31, 1996, the company had no material commitments,
other than approximately $23.8 million in outstanding purchase
orders for products compared with $26.6 million at the end of
the prior year.
The company believes that cash generated from operations and
from borrowings under its credit agreement will be sufficient
in 1996 to fund its working capital needs. In addition, the
majority of any taxable income in 1996 will be offset by net
operating loss carryforwards that totaled $46.4 million at
December 31, 1995.
In 1996 approximately $6,917,000 of net operating loss
carryforwards were scheduled to expire. Effective December
31, 1996, the company terminated one of its tax lease
agreements which resulted in the recognition of approximately
$5.8 million in taxable income. Combined with taxable income
from normal operating activities all net operating losses
scheduled to expire in 1996 will be utilized.
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 33.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH INDEPENDENT
AUDITORS ON ACCOUNTING AND FINANCIAL DISCLOSURE:
During 1994, the company changed Independent Auditors. The
change was previously reported on the company's Current
Reports on Form 8-K dated July 19, 1994, as amended, and
August 15, 1994, and are hereby incorporated by reference.
-17-
CONSOLIDATED STATEMENTS OF OPERATIONS
Cobra Electronics Corporation
Years Ended December 31 (in
thousands, except per share amounts) 1996 1995 1994
- ----------------------------------- -------- -------- -------
Net sales.......................... $ 90,324 $ 90,442 $ 82,131
Cost of sales...................... 73,954 73,865 67,665
-------- -------- --------
Gross profit....................... 16,370 16,577 14,466
Selling, general and administrative
expense.......................... 14,374 16,097 14,602
-------- ------- --------
Operating income (loss)............ 1,996 480 (136)
Other income (expense):
Interest expense................. (1,670) (1,752) (1,057)
Other income (expense), net ..... 275 127 (322)
-------- ------- --------
Income (loss) before income taxes.. 601 (1,145) (1,515)
Income taxes....................... --- --- ---
-------- ------- --------
Net income(loss)................... $ 601 $(1,145) $(1,515)
======= ======= ========
Net income (loss) per common share. $ .10 $ (0.18) $ (0.24)
======== ======= ========
See notes to consolidated financial statements.
-18-
CONSOLIDATED BALANCE SHEETS
Cobra Electronics Corporation
At December 31 (dollars in thousands) 1996 1995
- --------------------------------------- ----------- -----------
ASSETS:
Current assets:
Cash.................................. $ 2,606 $ 1,299
Receivables, less allowance for doubtful
accounts of $792 in 1996 and $1,451
in 1995............................ 12,314 15,761
Inventories, primarily finished goods. 15,418 17,705
Other current assets.................. 733 896
------- --------
Total current assets.................. 31,071 35,661
------- --------
Property, plant and equipment, at cost:
Land.................................. 482 593
Buildings and improvements............. 5,804 6,892
Tooling and equipment................. 10,091 15,462
------- --------
16,377 22,947
Accumulated depreciation and
amortization.......................... (10,244) (15,877)
-------- --------
Net property, plant and equipment..... 6,133 7,070
-------- --------
Other assets............................ 5,392 7,350
-------- --------
Total assets............................ $42,596 $50,081
======== ========
See notes to consolidated financial statements.
-19-
CONSOLIDATED BALANCE SHEETS
Cobra Electronics Corporation
At December 31 (dollars in thousands) 1996 1995
- ----------------------------------------- ----------- -----------
LIABILITIES AND SHAREHOLDERS' EQUITY:
Current liabilities:
Accounts payable...................... $ 3,335 $ 6,070
Accrued salaries and commissions...... 2,333 2,217
Accrued advertising and sales promotion
costs.............................. 654 868
Accrued product warranty costs........ 2,838 1,992
Other accrued liabilities............. 1,446 1,392
Short-term debt....................... 13,277 19,368
------- -------
Total current liabilities................ 23,883 31,907
------- -------
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 and 6,241,648
outstanding for 1996 and 6,226,648
outstanding for 1995................. 2,345 2,345
Paid-in capital........................ 22,062 22,118
Retained earnings...................... 1,580 979
------- -------
25,987 25,442
Treasury stock, at cost
(797,452 shares for 1996 and 812,452
shares for 1995)................... (5,450) (5,545)
Note receivable from officer's
exercise of stock options.......... (1,824) (1,723)
-------- --------
Total shareholders' equity............... 18,713 18,174
-------- --------
Total liabilities and shareholders'
equity................................. $42,596 $50,081
======== ========
See notes to consolidated financial statements.
-20-
CONSOLIDATED STATEMENTS OF CASH FLOWS
Cobra Electronics Corporation
Years Ended December 31(in thousands) 1996 1995 1994
- ------------------------------------- -------- -------- --------
Cash flows from operating activities:
Net income (loss)................... $ 601 $(1,145) $(1,515)
Adjustments to reconcile net loss
to net cash flows from operating
activities:
Depreciation and amortization..... 3,080 1,826 2,287
Gain on sale of fixed assets...... (123) --- ---
Changes in assets and liabilities:
Receivables..................... 3,447 (4,948) 5,377
Inventories..................... 2,287 (2,611) 501
Other current assets............ 138 466 72
Other assets.................... 666 (1,429) (694)
Accounts payable................ (2,735) 2,648 (29)
Accrued liabilities............. 802 439 (2,259)
-------- -------- --------
Net cash flows from
operating activities.............. 8,163 (4,754) 3,740
-------- ------- --------
Cash flows from investing activities:
Proceeds from sale of fixed assets.. 1,086 --- ---
Capital expenditures................ (1,789) (1,678) (1,160)
Net cash used for discontinued
operation......................... --- (263) (315)
-------- ------- --------
Net cash flows from
investing activities.............. (703) (1,941) (1,475)
-------- ------- --------
Cash flows from financing activities:
Net borrowings (repayments) under the
line-of-credit agreement.......... (6,091) 7,907 (2,228)
Transactions related to exercise of
stock options, net................ (62) (110) (16)
-------- ------- --------
Net cash flows from
financing activities.............. (6,153) 7,797 (2,244)
-------- ------- --------
Net increase in cash.................. 1,307 1,102 21
Cash at beginning of year............. 1,299 197 176
-------- ------- --------
Cash at end of year................... $ 2,606 $1,299 $ 197
======== ======= ========
Supplemental disclosure of cash flow
information
Cash paid during the year for:
Interest $ 1,716 $ 1,654 $ 1,081
Taxes 83 --- ---
See notes to consolidated financial statements.
-21-
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Cobra Electronics Corporation
Note
Rec.
Three Years Ended
for
December 31, 1996 Common Paid-In Retained Treasury
Options
(dollars in thousands) Stock Capital Earnings Stock
Exer.
- ---------------------------- ------- ------- -------- -------
- -------
Balance-January 1, 1994..... 2,345 22,118 3,639 5,545
1,597
Net loss.................. --- --- (1,515) ---
---
Note receivable interest.. --- --- --- ---
16
------- -------- --------- -------
- --------
Balance-December 31, 1994... 2,345 22,118 2,124 5,545
1,613
Net loss.................. --- --- (1,145) ---
---
Note receivable interest.. --- --- --- ---
110
------- -------- --------- -------
- --------
Balance-December 31, 1995... $ 2,345 $ 22,118 $ 979 $ 5,545
$ 1,723
Net income................ --- --- 601 ---
---
Note receivable interest.. --- --- --- ---
101
Transactions related to
exercise of options, net.. --- (56) ---
(95) ---
------- --------- --------
- -------- --------
Balance-December 31, 1996... $ 2,345 $ 22,062 $ 1,580 $
5,450 $ 1,824
======= ======== ========
======== ========
See notes to consolidated financial statements.
-22-
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Cobra Electronics Corporation
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BUSINESS -- The company designs and markets consumer electronics
products, a majority of which are purchased from overseas
suppliers, primarily in China, Malaysia, Thailand, 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.
PRINCIPLES OF CONSOLIDATION -- The consolidated financial
statements include the accounts of the company and its
subsidiaries.
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
RESEARCH, ENGINEERING AND PRODUCT DEVELOPMENT EXPENDITURES --
Research, engineering and product development expenditures are
expensed as incurred and amounted to $810,000 in 1996 and $1.1
million in 1995 and 1994.
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 on
an accrual basis.
-23-
RECLASSIFICATION -- Certain amounts for prior years have been
reclassified to conform with 1996 financial statement
presentations.
(2) TAXES ON INCOME
Deferred tax assets (liabilities) by component at December 31,
1996 and 1995 were:
(in thousands) 1996 1995
- ------------------------------------------ --------- ---------
Net operating loss carryforwards.......... $ 15,768 $ 19,235
Investment tax credit carryforwards....... 1,938 1,938
Alternative minimum tax credit carryforwards 1,097 885
Tax lease income.......................... (7,785) (10,506)
Receivable reserves....................... 128 325
Warranty reserves......................... 1,100 771
Inventory reserves........................ 590 738
Accrued promotion expenses................ 1,036 662
Sales related reserves.................... 575 602
Compensation reserves..................... 793 775
Other, net................................ 558 250
--------- ---------
Net deferred tax assets................... 15,798 15,675
Valuation allowance....................... (15,596) (15,675)
--------- ---------
Net deferred tax assets after allowance... $ 202 $ ---
========= =========
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 realized 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.
In 1996 approximately $6,917,000 of net operating loss
carryforwards were scheduled to expire. Effective December 31,
1996, the company terminated one of its tax lease agreements
which resulted in the recognition of approximately $5.8 million
in taxable income. Combined with taxable income from normal
operating activities all net operating losses scheduled to expire
in 1996 will be utilized.
-24-
At December 31, 1996, the company has net operating loss
carryforwards("NOL") available to offset future taxable income,
and both investment tax credit ("ITC")and alternative minimum tax
credit carryforwards to offset future income tax payments. The
alternative minimum tax credit carryforwards, amounting to
$1,097,000, do not expire.
The net operating loss and investment tax credit carryforwards
expire as follows (in thousands):
Year of Expiration NOL ITC
- ----------------------- --------- ---------
1998................... $ 133 $ 1,804
1999................... 1,827 112
2000................... 7,385 22
2002................... 183 ---
2006................... 5,691 ---
2007................... 11,575 ---
2008................... 9,920 ---
2009................... 3,355 ---
--------- ---------
Total.................. $ 40,069 $ 1,938
========= =========
The statutory Federal income tax rates are reconciled to the
effective income tax rates as follows:
Description 1996 1995 1994
- -------------------------------------- ------ ------ ------
Statutory Federal income tax rate. ... 34.0% 34.0% 34.0%
State taxes, net of Federal income tax
benefits........................... 4.7 4.7 4.7
Utilization of net operating loss
carryforwards...................... (38.7) (38.7) ---
Losses for which no tax benefit was
recorded........................... --- --- (38.7)
------ ------ ------
Effective tax rate.................... ---% ---% ---%
====== ====== ======
(3) FINANCING ARRANGEMENTS
The company has a $30 million secured credit facility that
includes a fixed term loan. In October, 1996, the agreement for
this credit facility was extended to March 31, 1998.
-25-
Borrowings and letters of credit issued under this agreement are
collateralized by the company's assets, and usage of the non-term
loan portion is limited to certain percentages of accounts
receivable and inventory. The fixed term loan is secured by the
company's buildings and equipment and requires both monthly
principal payments of $43,000 and a balloon payment of $2
million at the time of expiration. Interest is payable monthly
at prime (8.25% at December 31, 1996) plus one and one-half
percent.
The credit agreement specifies that the company may not pay cash
dividends and contains a material adverse change clause, which,
under certain circumstances, can accelerate the payment of the
debt. Because of this clause, and the company's recent history
of losses, the company classified the debt as short-term for
financial reporting purposes. Management does not believe a
material adverse change is likely and does not believe that
repayment of the debt will be accelerated. Maximum borrowings
outstanding at any month-end were $19.8 million and $20.7 million
in 1996 and 1995, respectively. Aggregate average borrowings
outstanding were $17 million during 1996 and 1995, respectively,
with weighted average interest rates thereon of 9.5% and 10.4%
during 1996 and 1995, respectively.
The maximum value of letters of credit outstanding at any month
end were $8.4 million and $8.1 million in 1996 and 1995,
respectively. At December 31, 1996, the company had
approximately $3.6 million of unused credit line.
During 1996, 1995 and 1994, the company made interest payments of
$1.7 million, $1.7 million and $1.1 million, respectively.
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 fair values of cash, accounts receivable and
accounts payable approximate 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, 1996 and 1995 was $5.6 million and $5 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
-26-
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.
Rental amounts committed in future years are summarized at
December 31, 1996 as follows:
Operating Capital
(in thousands) Leases Leases Total
-------------- --------- ------- -----
1997 $ 7 $ 111 $ 118
1998 7 111 118
1999 7 72 79
2000 7 58 65
2001 1 --- 1
----- ----- -----
Total $ 29 $ 352 $ 381
Total rental expense amounted $16,000 in 1996, $225,000 in 1995
and $215,000 in 1994, respectively. Future capital lease rental
payments include executory costs of $110,000, interest expense of
$18,000 and principal payments of $224,000.
6) SHAREHOLDERS' EQUITY
PREFERRED STOCK -- Preferred stock is issuable from time to time
in one or more series, which series may have such voting powers,
and such designations, preferences, and 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 -- Earnings per share are calculated using the
treasury stock method and giving effect to common share
equivalents. Weighted average common shares outstanding used in
the calculation were 6,231,075 in 1996 and 6,226,648 in 1995 and
1994, respectively.
(7) STOCK OPTION PLANS
The company has five Stock Option Plans-- 1995, 1988, 1987, 1986
and 1985 ("the Plans"). The company applies Accounting
Principles Board Opinion No. 25 and related Interpretations in
accounting for the Plans. Accordingly, no compensation cost has
been recognized. Had compensation cost been determined
consistent with Statement of Financial Accounting Standards No.
123, "Accounting for Stock-Based Compensation", the company's net
income (loss) and earnings (loss) per share would have been
-27-
adjusted to the pro forma amounts indicated below (in thousands,
except per share amounts):
1996 1995
---- ----
Net income As Reported $ 601 $(1,145)
Pro forma 467 (1,178)
Earnings (loss) As Reported $ .10 $ (.18)
Per share Pro forma .07 (.19)
A summary of certain provisions and amounts related to the Plans
follows:
1995
1988 1987 1986 1985
Plan
Plan Plan Plan Plan
- ------------------------------------------------- --------
- -------- -------- -------- --------
Authorized, unissued shares available for grant.. 300,000
500,000 150,000 225,000 525,000
Nonqualified options granted at not less than
80% of fair value at date of grant............ x
x x x x
Incentive stock options granted at 100% of
fair value at date of grant................... x
x x x x
Shares exercisable at December 31, 1996.......... 1,875
451,239 48,187 68,625 13,938
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 40 percent; risk-free interest rate of 6.3 percent;
and expected lives of 5 years.
A summary of the status of the Plans as of December 31, 1996,
1995 and 1994, and changes during the years ended on those dates
is presented below:
1996
1995 1994
-----------------
- ---------------- ----------------
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 855 $3.06
1,039 $3.24 684 $3.61
Granted 114 2.88
178 2.44 429 2.64
Exercised (16) 2.56
--- --- --- ---
Cancellations and Expirations (18) 2.68
(362) 3.24 (74) 3.17
-------
- ------- -------
Outstanding at end of year 935
855 1,039
Options exercisable at year end 584
476 455
Weighted-average fair value of options
granted during the year $1.29
$.97 n/a
-28-
The following table summarizes information about stock options
outstanding at December 31, 1996:
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 74 $1.88 3.2
19 $1.88
$2 to $3 463 2.68 2.3
225 2.67
Greater than $3 398 3.73 2.4
340 3.83
---
---
935 3.06 2.4
584 3.32
===
===
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.
Options granted under the 1985 nonqualified plan may include
provisions that are similar to stock appreciation rights in
that they entitle the holder to additional compensation at the
date of exercise or, if later, at the date when the exercise
transaction becomes taxable. The anticipated cost is
recognized over the vesting period of the options, which
ranges from one to five years. Currently there are no options
outstanding that include these provisions.
(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 1996 was $55,000. There were no profit sharing
contributions in 1995 or 1994.
Deferred compensation of $2.0 million and $1.8 million is
included in the balances of accrued salaries and commissions
at December 31, 1996 and 1995, respectively. Deferred
compensation obligations arise pursuant to outstanding key
executive employment agreements.
-29-
(9) RELATED PARTY TRANSACTIONS
During 1990, pursuant to an employment agreement, the company
lent an officer $1.25 million for the exercise of options on
375,000 shares of common stock. The officer signed a
promissory note with recourse, which is secured by the related
shares. The promissory note was amended during 1994 to extend
the due date to December 30, 1997 and to change the interest
rate to the appropriate Applicable Federal Rate, to be
adjusted monthly. The interest rate was retroactively changed
to conform the promissory note to the variable interest rate
specified in the employment agreement. The amount of the
note is shown as a reduction of shareholders' equity. From
the inception of the loan through December 31, 1996, accrued
interest of $574,363 has been added to the loan balance
reflecting an average interest rate of 7.9%.
(10) COMMITMENTS
At December 31, 1996 and 1995, the company had outstanding
inventory purchase orders with suppliers totaling
approximately $23.8 million and $26.6 million, respectively.
(11) INDUSTRY SEGMENT INFORMATION
The company operates in only one business segment--consumer
electronics. Excluding company-owned tooling at suppliers
with a net book value of $920,000 million at December 31,
1996, assets located outside the United States are not
material. Foreign sales were $9.7 million, $12.2 million and
$11.7 million in 1996, 1995 and 1994, respectively. For 1996
and 1994, sales to one customer totaled 10.7% and 10.2%,
respectively, of consolidated net sales. There were no sales
in excess of 10% of consolidated net sales to a single
customer or a group of entities under common control in 1995.
The company does not believe that the loss of any one customer
would have a material adverse effect on its business.
(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
in December 1998. 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. In 1996 and 1995, the company
recorded charges of $1.2 million and $126,000, respectively to
reduce the credits to their estimated net realizable value.
-30-
Although realization is not assured, management believes that
all of the recorded credits will be utilized or sold prior to
their expiration. If management is unsuccessful in their
efforts to use or sell the remaining credits, it is reasonably
possible that the company's estimate of net realizable value
will change in the near term. During 1996, 1995, and 1994,
the company utilized credits of approximately $20,000,
$329,000 and $40,000, respectively. The net book value of the
credits at December 31, 1996 and 1995 was $1.2 million and
$2.4 million, respectively.
(13) OTHER ASSETS
In addition to the advertising barter credits, other assets at
December 31, 1996 and 1995 included the cash value on officer
life insurance policies of $3.4 million and $3 million,
respectively. The cash value of officer 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 7).
(14) CONTINGENCIES
The company is subject to various unresolved legal actions
which arise in the normal course of its business, the most
prevalent of which relates to federal excise tax. During 1996,
the company received notice from the Internal Revenue Service
(IRS) asserting deficiencies in federal excise taxes for
filing periods October 1, 1993 through December 31, 1995. The
excise tax relates to the use of ozone-depleting chemicals
("ODCs"). The company has protested the deficiencies and has
filed an environmental excise tax protest. Management
believes that they have substantial defenses and intends to
defend these actions vigorously. Although it is not possible
to predict with certainty the outcome of this tax dispute,
management believes the ultimate outcome of this dispute will
not result in a material impact on the company's consolidated
results of operations or financial position. Also in 1996,
the company recognized $373,000 of income related to a lawsuit
against a former distributor for violation of a licensing
agreement.
-31-
Quarterly Financial Data (Unaudited)
(In thousands, except per share amounts)
Quarter
Ended
- ------------------------------------------------------------------------------------------
March 31 June 30
September 30 December 31
--------------------- ---------------------
- --------------------- ---------------------
1996 1995 1996 1995
1996 1995 1996 1995
---------- ---------- ---------- ----------
- ---------- ---------- ---------- ----------
Net sales.........$ 19,272 $ 20,737 $21,395 $ 21,350
$25,388 $ 24,513 $ 24,269 $ 23,842
Cost of sales..... 16,139 16,938 17,260 17,066
20,657 19,548 19,898 20,313
Gross profit...... 3,133 3,799 4,135 4,284
4,731 4,965 4,371 3,529
Selling, general
and administra-
tive expense.... 3,417 3,762 3,622 4,152
3,873 4,296 3,462 3,887
Operating income
(loss).......... (284) 37 513 132
858 669 909 (358)
Net income (loss). (583) (293) 284 (206)
410 104 490 (750)
Net income (loss)
per share....... (0.09) (0.05) 0.05 (0.03)
0.07 0.02 0.08 (0.12)
Weighted average
shares outstanding 6,230 6,227 6,253 6,227
6,271 6,231 6,231 6,227
-32-
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
31,1996 and 1995, and the related consolidated statements of
operations, shareholders' equity, and cash flows for each of the
three years in the period ended December 31, 1996. Our audits
also included the financial statement schedule for the years
ended December 31, 1996, 1995 and 1994 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, 1996 and
1995, and the results of their operations and their cash flows
for each of the three years in the period ended December 31, 1996
in conformity with generally accepted accounting principles.
Also, in our opinion, such financial statement schedule, when
considered in relation to the basic consolidated financial
statements taken as a whole, presents fairly in all material
respects the information set forth therein.
DELOITTE & TOUCHE LLP
Chicago, Illinois
February 28, 1997
-33-
PART III
--------
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information in response to this item is set forth in the
company's definitive proxy statement filed pursuant to Regulation
14A under "Directors and Nominees," which information is hereby
incorporated by reference. The information under "Section 16(a)
Reports" included in the definitive proxy statement is hereby
incorporated by reference.
The executive officers of the Registrant are as follows:
Name, Age and Has Held Present Prior Business Experience
Present Position Position Since in Past Five Years
- -------------------- ---------------- -------------------------
Carl Korn, 75, Nov. 1961
Chairman*
Jerry Kalov, 61, Aug. 1986 In 1991, assumed duties
President and of President, Cobra
Chief Executive Electronics Group
Officer*
Gerald M. Laures, 49, Mar. 1994 Corporate Secretary,
Vice President-Finance July 1989 to present;
and Corporate Secretary* Corporate Controller
June 1988 to March 1994.
* 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
1995 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.
-34-
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
1996 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
1996 fiscal year, and such information is hereby incorporated by
reference.
-35-
PART IV
-------
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
Index to Consolidated Financial Statements and Schedules
--------------------------------------------------------
Page or
Schedule
Description Number
------------------------------------------------ --------
[a] 1. Consolidated Statements of Operations for the
three years ended December 31, 1996, 1995 and
1994......................................... 18
Consolidated Balance Sheets as of December 31,
1996 and 1995................................ 19-20
Consolidated Statements of Cash Flows for the
three years ended December 31, 1996.......... 21
Consolidated Statements of Shareholders' Equity
for the three years ended December 31, 1996.. 22
Notes to Consolidated Financial Statements...... 23-31
Quarterly Financial Data........................ 32
Independent Auditors' Report.................... 33
[a] 2. Schedule:
Valuation and Qualifying Accounts - 1996, 1995
and 1994..................................... 38
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.
[a] 3. Exhibits:
See Index to Exhibits on pages 40 through 43.
-36-
[b] Current Reports on Form 8-K:
During the three months ended December 31, 1996,
the following Form 8-K were filed:
1. December 2, 1996 - Registrant entered into an
agreement to terminate its safe harbor lease,
effective December 31,1996
2. December 17, 1996 - Registrant issued a press
release announcing that it has developed proprietary
technology to significantly improve sound quality of
the company's citizen band ("CB") radios.
-37-
Schedule II
COBRA ELECTRONICS CORPORATION
VALUATION AND QUALIFYING ACCOUNTS
FOR THE THREE YEARS ENDED DECEMBER 31, 1996
(in thousands)
-------------------------------------------
Balance at Additions
Deductions Balance at
beginning charged to
from end of
of period expense
reserves Other,net period
---------- ----------
- ---------- ---------- -----------
1996
- ----------------------------------
Allowance for doubtful account.... $ 1,451 $ (400)
$ (349)[a] $ 90 [c] $ 792
Reserve for disposal of
discontinued operation.......... $ 274 $ 384
$ --- $ --- $ 658
Advertising barter credit
valuation allowance.............. $ 841 $ 1,200
$ --- $ --- $ 2,041
Tax valuation allowance........... $ 15,675 $ ---
$ --- $ (79) [d] $ 15,596
1995
- ----------------------------------
Allowance for doubtful account.... $ 638 $ 440
$ (42) [a] $ 415 [c] $ 1,451
Reserve for disposal of
discontinued operation.......... $ 501 $ ---
$ (227) $ --- $ 274
Advertising barter credit
valuation allowance.............. $ 715 $ 126
$ --- $ --- $ 841
Tax valuation allowance........... $ 15,671 $ ---
$ --- $ 4 [b] $ 15,675
1994
- ----------------------------------
Allowance for doubtful accounts... $ 795 $ (13)
$ (144) [a] $ --- $ 638
Reserves for disposal of
discontinued operation.......... $ 776 $ ---
$ (275) $ --- $ 501
Advertising barter credit
valuation allowance............. $ 415 $ 300
$ --- $ --- $ 715
Tax valuation allowance........... $ 14,156 $ ---
$ --- $ 1,515 [b] $ 15,671
[a] Uncollectible accounts written off.
[b] Increase in allowance to offset additional net operating loss
carryforwards generated during the
year, net of carryforwards expiring, and the inability of the
company to realize certain tax assets
because of its operating loss.
[c] Net adjustments to the reserve with an offsetting entry to
receivables.
[d] Decrease in allowance reflects net deferred tax asset related
to alternative minimum income tax paid in 1996.
-38-
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
By Gerald M. Laures
--------------------------
Gerald M. Laures
Vice President - Finance
and Corporate Secretary
Dated: March 27, 1997
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.
Carl Korn Director and Chairman of the Board
- ---------------------
Carl Korn
Jerry Kalov Director, President and Chief Executive
- --------------------- Officer (Principal Executive Officer)
Jerry Kalov
William P. Carmichael Director
- ---------------------
William P. Carmichael
Samuel B. Horberg Director
- ----------------------
Samuel B. Horberg
Gerald M. Laures Director, Vice President - Finance and
- ---------------------- Secretary (Principal Financial and
Gerald M. Laures Accounting Officer)
Harold D. Schwartz Director
- -----------------------
Harold D. Schwartz
-39-
INDEX TO EXHIBITS
-----------------
Exhibit
Number Description of Document
- ------- --------------------------------------------------------
3(i)(a) Articles of Incorporation, as amended February 23, 1990-
-Filed as exhibit No. 3-1 to the Registrant's Form 10-K
for the year ended December 31, 1990 (File No. 0-511),
hereby incorporated by reference.
3(i)(b) Certificate of Ownership and Merger, filed with the
Secretary of State of Delaware on March 29, 1993--Filed
as exhibit No. 3-2 to the Registrant's Form 10-K for the
year ended December 31, 1992 (File No. 0-511), hereby
incorporated by reference.
3(ii) Bylaws, as amended December 6, 1983--Filed as exhibit
No. 3-2 to the Registrant's Form 10-K for the year ended
December 31, 1990 (File No. 0-511), hereby incorporated
by reference.
10-1 # 1981 Nonqualified and Incentive Stock Option Plan--Filed
as exhibit No. 10-1 to the Registrant's Form 10-K for
the year ended December 31, 1992 (File No. 0-511),
hereby incorporated by reference.
10-2 # Amendment No. 1 to 1981 Nonqualified and Incentive Stock
Option Plan--Filed as exhibit No. 10-2 to the
Registrant's Form 10-K for the year ended December 31,
1992 (File No. 0-511), hereby incorporated by reference.
10-3 # 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.
10-4 # Key Executive Employment Agreement dated as of January
1, 1988--Filed as exhibit No. 10-15 to the Registrant's
Form 10-K for the year ended December 31, 1987 (File No.
0-511), hereby incorporated by reference.
10-5 # 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.
10-6 # 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.
10-7 # 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.
-40-
10-8 Lease Agreement dated August 16, 1989 between Registrant
and CMD Midwest Eight Limited Partnership for Aurora,
Illinois facility--Filed as exhibit No. 10-9 to the
Registrant's Form 10-K for the year ended December 31,
1990 (File No. 0-511), hereby incorporated by reference.
10-9 # Key Executive Pledge Agreement and Term Loan Promissory
Note dated December 31, 1990--Filed as exhibit No. 10-12
to the Registrant's Form 10-K for the year ended
December 31, 1990 (File No. 0-511), hereby incorporated
by reference.
10-10 Sublease Agreement dated December 1, 1992 between
Registrant and Petcare Plus, Inc. for Aurora, Illinois
facility--Filed as exhibit No. 10-16 to the Registrant's
Form 10-K for the year ended December 31, 1992 (File No.
0-511), hereby incorporated by reference.
10-11 Lease Agreement dated October 15, 1987, including
Amendment Numbers 1, 2 and 3, between Registrant and
Maxtec International Corp. for approximately 85% of the
Registrant's building located at 6460 West Cortland
Street, Chicago, IL--Filed as exhibit No. 10-17 to the
Registrant's Form 10-K for the year ended December
31, 1992 (File No. 0-511), hereby incorporated by
reference.
10-12 Loan and Security Agreement dated November 12, 1992,
including Amendment No. 1, by and between the Registrant
and Congress Financial Corporation (Central)--Filed as
exhibit No. 10-18 to the Registrant's Form 10-K for the
year ended December 31, 1992 (File No. 0-511), hereby
incorporated by reference.
10-13 # 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.
10-14 Asset Purchase Agreement between Registrant and
Superscope Technologies, Inc. dated as of September 30,
1993--Filed as exhibit No. 10-18 to the Registrant's
Form 10-K for the year ended December 31, 1993 (File No.
0-511), hereby incorporated by reference.
10-15 Omnibus Amendment To All Loan Documents between
Registrant and Congress Financial Corporation (Central)
dated as of March 29, 1993--Filed as exhibit No. 10-19
to the Registrant's Form 10-K for the year ended
December 31, 1993 (File No. 0-511), hereby incorporated
by reference.
-41-
10-16 Amendment No. 3 to the Loan and Security Agreement
between Registrant and Congress Financial Corporation
(Central) dated as of August 17, 1993--Filed as exhibit
No. 10-20 to the Registrant's Form 10-K for the year
ended December 31, 1993 (File No. 0-511), hereby
incorporated by reference.
10-17 Amendment No. 4 to the Loan and Security Agreement
between Registrant and Congress Financial Corporation
(Central) dated as of December 29, 1993--Filed as
exhibit No. 10-21 to the Registrant's Form 10-K for the
year ended December 31, 1993 (File No. 0-511), hereby
incorporated by reference.
10-18 Amendment No. 5 to the Loan and Security Agreement
between Registrant and Congress Financial Corporation
(Central) dated as of February 25, 1994--Filed as exhibit
No. 10-22 to the Registrant's Form 10-K for the year
ended December 31, 1993 (File No. 0-511), hereby
incorporated by reference.
10-17 Amendment No. 6 to the Loan and Security Agreement
between Registrant and Congress Financial Corporation
(Central) dated as of November 23, 1994--Filed as exhibit
No. 10-17 to the Registrant's Form 10-K for the year
ended December 31, 1994 (File No. 0-511), hereby
incorporated by reference.
10-18 Amendment No. 7 to the Loan and Security Agreement
between Registrant and Congress Financial Corporation
(Central) dated as of December 14, 1994--Filed as
exhibit No. 10-18 to the Registrant's Form 10-K for the
year ended December 31, 1994 (File No. 0-511), hereby
incorporated by reference.
10-19 Amendment No. 8 to the Loan and Security Agreement
between Registrant and Congress Financial Corporation
(Central) dated as of January 20, 1995--Filed as exhibit
No. 10-19 to the Registrant's Form 10-K for the year
ended December 31, 1994 (File No. 0-511), hereby
incorporated by reference.
10-20 # Executive Employment Agreement dated as of September 23,
1994--Filed as exhibit No. 10-20 to the Registrant's
Form 10-K for the year ended December 31, 1994 (File No.
0-511), hereby incorporated by reference.
10-21 # Amendment to the Key Executive Employment Agreement
dated as of December 15, 1994--Filed as exhibit No.
10-21 to the Registrant's Form 10-K for the year ended
December 31, 1994 (File No. 0-511), hereby incorporated
by reference.
10-22 # Amended and Restated Term Loan Promissory Note dated as
of December 15, 1994--Filed as exhibit No. 10-22 to the
Registrant's Form 10-K for the year ended December 31,
1994 (File No. 0-511), hereby incorporated by reference.
-42-
10-23 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), hereby incorporated by reference.
10-24 Letter of Intent with Code 3--Filed as exhibit No. 10-24
to the Registrant's Form 10-K for the year ended
December 31,1995 (File no. 0-511), hereby incorporated
by reference.
10-25 Trademark License Agreement with General Motors
Corporation Service Parts Operations--Filed as exhibit
No. 10-25 to the Registrant's Form 10-K for the year
ended December 31,1995 (File no. 0-511), hereby
incorporated by reference.
10-26* Amendment No. 9 to the Loan and Security Agreement
between Registrant and Congress Financial Corporation
(Central) dated a of October 31, 1996.
10-27* Non-Exclusive License Agreement between Cobra
Electronics Corporation and Yupiteru Industries Co.,
Ltd. dated as of May 21, 1996.
10-28* Non-Exclusive License Agreement between Cobra
Electronics Corporation and Unkyong America, Inc.
dated May 1, 1996.
10-29* Executive Employment Agreement between Cobra Electronics
Corporation and Anthony Mirabelli dated January 31,
1997.
10-30* Agreement of Termination of Safe Harbor Lease between
Cobra Electronics Corporation and the Department of
Transportion of Maryland dated November 15, 1996.
21 * Subsidiaries of the Registrant.
23 * Consents of Deloitte & Touche LLP, and Arthur Andersen
LLP.
27 * Financial data schedule required under Article 5 of
Regulation S-X.
- -----------------------------------------------------------------
* Filed herewith.
# Executive compensation plan or arrangement.
-43-
EXHIBIT NO. 10-26
AMENDMENT NO. 9 TO LOAN DOCUMENTS
THIS AMENDMENT NO. 9 TO LOAN DOCUMENTS ("Amendment"), dated as of
October 31, 1996 is entered into between COBRA ELECTRONICS
CORPORATION (f/k/a Dynascan Corporation), a Delaware corporation
("Debtor"), and CONGRESS FINANCIAL CORPORATION (CENTRAL)
("Congress"). The capitalized terms used herein without
definition shall have the respective meanings assigned thereto in
the Loan Agreement (as defined below).
W I T N E S S E T H:
WHEREAS, the parties hereto are parties to that certain Loan and
Security Agreement dated as of November 12, 1992 as amended by
Amendment No. 1 to Loan Agreement dated as of January 13, 1993,
Omnibus Amendment to All Loan Documents dated as of March 29,
1993, Amendment No. 3 to Loan Agreement dated as of August 17,
1993, Amendment No. 4 to Loan Agreement dated as of December 29,
1993, Amendment No. 5 to Loan Agreement dated as of February 25,
1994, Amendment No. 6 to Loan Agreement dated as of November 23,
1994, Amendment No. 7 to Loan Agreement dated as of December 14,
1994 and Amendment No. 8 to Loan Agreement dated as of January
20, 1995 (collectively, the "Existing Agreement" and as amended
by this Amendment, the "Loan Agreement") and certain other
agreements and documents executed or delivered in connection
therewith. Capitalized terms used herein without definition
shall have the meanings ascribed to such terms in the Loan
Agreement.
WHEREAS, Debtor and Congress desire to extend the maturity date
of the Loan Agreement to March 31, 1998, modify various aspects
of the Revolving Loan facility and make various other amendments
to the Loan Agreement and other Loan Documents as set forth
herein.
NOW, THEREFORE, in consideration of the premises, the mutual
covenants herein contained and other good and valuable
consideration (the receipt, adequacy and sufficiency of which are
hereby acknowledged), the parties hereto, intending legally to be
bound, hereby agree as follows:
1. Amendments to Existing Loan Documents.
1.1. The following term is inserted into Section 1 of the
Existing Agreement in the appropriate place in alphabetical
order:
"Factory Refurbished Inventory" shall mean Inventory initially
constituting Repair Inventory (x) which has been fully repaired
or refurbished and repackaged for immediate resale as a "factory
refurbished" product and (y) which is located at Debtor's
premises or a Permitted Warehouse.
1.2 The following definitions in Section 1.1 of the
Existing Agreement are amended and restated in their entirety as
follows:
"Eligible Inventory" shall mean and include (a) Inventory
consisting of first quality finished electronics goods held for
sale or resale in the ordinary course of Debtor's business, (b)
raw materials for such finished goods described in clause (a)
above, (c) Factory Refurbished Inventory and (d) Repair Inventory
which, in the case of clauses (a), (b), (c) or (d) above, are
acceptable to Congress in all respects exercising its Permitted
Discretion and which (i) are located at Debtor's premises or at
Permitted Warehouses or (ii) constitute In-Transit Inventory.
General criteria for Eligible Inventory may be established and
revised from time to time by Congress in the exercise of its
Permitted Discretion. In determining such acceptability Congress
may, but need not, rely on reports and schedules of Inventory
furnished to Congress by Debtor, but reliance thereon by Congress
from time to time shall not be deemed to limit Congress' right to
revise standards of eligibility at any time exercising its
Permitted Discretion. In general, except as may be expressly
permitted by Congress in Congress' sole discretion, Eligible
Inventory shall not include discontinued items other than
Discontinued Inventory, work in process, molded components which
are not part of finished goods, spare parts, packaging and
shipping materials, supplies used or consumed in Debtor's
business, Inventory at the premises of third parties other than
Inventory located at Permitted Warehouses or In-Transit
Inventory, Inventory which is subject to a Lien in favor of any
third party, bill and hold goods, Inventory which is not subject
to Congress' perfected security interest, Inventory which is
purchased on consignment, and except for Inventory constituting
either Factory Refurbished Inventory or Repair Inventory,
Inventory being repaired, remanufactured products, defective
goods, "seconds", and returned goods which are not packaged for
resale. In addition, Eligible Inventory must also be Inventory
that meets the following requirements in Congress' sole and
absolute judgment:
A. Except for Inventory constituting Repair Inventory, the
Inventory is in good condition, meets all standards imposed by
any governmental agency, or department or division thereof,
having regulatory authority over the Inventory, their use and/or
sale and is either currently usable or currently saleable in the
ordinary course of Debtor's business and is not otherwise
unacceptable to Congress in the exercise of its Permitted
Discretion because of age, type, category, quality and/or
quantity;
B. The Inventory has not been consigned to a customer of Debtor,
has not been used or repossessed, and has not been attached,
seized, made subject to a writ or distress warrant, levied upon
or brought within the possession of any receiver, trustee,
custodian or assignee for the benefit or creditors;
C. Each of the warranties and representations set forth in this
Agreement has been reaffirmed with respect thereto at the time
the most recent Availability Report was delivered to Congress;
and
D. The Inventory was not purchased by Debtor in or as part of a
"bulk" transfer or sale of assets unless Debtor has complied with
all applicable bulk sales or bulk transfer laws.
"Maximum Revolving Credit" shall mean, at any time, the amount
equal to the difference of (x) the Maximum Credit minus (y) the
then outstanding principal balance of the New Term Loan.
"Repair Inventory" shall mean Inventory (other than Factory
Refurbished Inventory) which has been returned which is being
repaired and/or repackaged for resale and which is located at
Debtor's premises or at a third party repair/service facility
which has executed and delivered a bailee waiver letter in favor
of and on terms acceptable to Congress.
"Seasonal Overadvance Amount" shall mean (a) during the period
commencing March 1 and ending October 31 of each year commencing
with 1996, an amount equal to the lesser of (i) $1,450,000 and
(ii) the positive difference, if any, of $1,450,000 minus (x)
zero so long as no Dilution Event is outstanding or (y) an amount
equal to five percent (5%) of the Net Amount of Eligible Accounts
at anytime a Dilution Event is outstanding, and (b) during the
period commencing November 1 and ending February 28 or 29, as
applicable, of each year commencing with 1996, an amount equal to
zero.
1.3 Section 2.1 of the Existing Agreement is amended and
restated in its entirety to read as follows:
"2.1 Revolving Loans. Congress shall, in the exercise of its
Permitted Discretion, make Revolving Loans (net of applicable
reserves pursuant to Sections 4.1 and 4.2 hereof) to Debtor from
time to time, at Debtor's request, of (a) seventy percent (70%)
of the Net Amount of Eligible Accounts (or such greater or lesser
percentage thereof as Congress shall, in the exercise of its
Permitted Discretion determine from time to time), plus (b) the
Seasonal Overadvance Amount, if any, plus (c) the following
percentages of Value of the following categories of Eligible
Inventory (or such greater or lesser percentages thereof as
Congress shall, in the exercise of its Permitted Discretion,
determine from time to time):
(i) 52.5% of first quality finished goods owned by Debtor
(including Discontinued Inventory) which do not constitute In-Transit Inventory or Factory Refurbished Inventory;
(ii) 52.5% of In-Transit Inventory;
(iii)20% of Factory Refurbished Inventory; and
(iv) 15% of Repair Inventory.
Except as may be expressly permitted by Congress in Congress'
sole discretion, (i) during the period commencing on March 1 and
ending on October 31 of each year, the outstanding aggregate
principal amount of Advances by Congress to Debtor hereunder with
respect to Eligible Inventory shall not exceed, at any time, the
lower of (a) the aggregate amount of the above percentages of
Value of Eligible Inventory, or (b) $17,500,000 and (ii) during
the period commencing on November 1 and ending on February 28 or
29, as applicable, of each year, the outstanding aggregate
principal amount of Advances by Congress to Debtor hereunder with
respect to Eligible Inventory shall not exceed, at any time, the
lower of (a) the aggregate amount of the above percentages of
Value of Eligible Inventory, or (b) $15,000,000. In addition,
except as may be expressly permitted by Congress in Congress'
sole discretion, (i) the outstanding aggregate principal amount
of Advances by Congress to Debtor hereunder in respect of Factory
Refurbished Inventory shall not exceed, at any time, the lower of
(a) the Value of Factory Refurbished Inventory constituting
Eligible Inventory, or (b) $2,000,000 and (ii) the outstanding
aggregate principal amount of Advances by Congress to Debtor
hereunder in respect of Repair Inventory shall not exceed, at any
time, the lower of (a) the Value of Repair Inventory constituting
Eligible Inventory, or (b) $1,000,000. In addition to the
amounts advanced against the value of Eligible Accounts and
Eligible Inventory hereby, Congress may, in its sole discretion,
make Revolving Loans to Debtor from time to time, at Debtor's
request, which shall not exceed the positive difference, if any,
between (a) the Cash Value (as defined in Section 12.13 hereof)
on the date of determination less (b) $1,850,000. The Revolving
Loans made pursuant to this Section 2.1 shall be repaid in full
upon termination of this Agreement in accordance with Section 2.6
hereof. On each day that Debtor shall request an Advance, and on
any other day that Congress may request, Debtor shall deliver to
Congress an assignment schedule, a remittance report and a report
of credit returns and allowances together with such other
documents as Congress may reasonably request, including, without
limitation, documents setting forth total sales, total non-cash
credits and cash collections of Debtor. In addition, Debtor
shall furnish to Congress on the first Business Day of each week
and on any other day that Congress may request, an Availability
Report. In no event shall the information set forth in the
Availability Report or otherwise delivered to Congress in
connection therewith limit Congress' Permitted Discretion to
determine the Eligible Accounts, the Eligible Inventory, the Net
Amount of Eligible Accounts or the Value of Eligible Inventory."
1.4 Section 2.6 of the Existing Agreement is amended and
restated in its entirety to read as follows:
"2.6 Term of Agreement. This Agreement shall become effective
upon acceptance by you and shall continue in full force and
effect for a term ending March 31, 1998 (the "Initial Termination
Date"), unless sooner terminated pursuant to the terms hereof;
provided that this Agreement shall be automatically extended for
an additional one year period following the Initial Termination
Date unless 60 days prior to the Initial Termination Date either
Lender or Debtor shall have provided the other with written
notice that such Agreement shall not be extended beyond the
Initial Termination Date. Congress shall have the right to
terminate this Agreement immediately at any time upon the
occurrence of an Event of Default. No termination of this
Agreement, however, shall relieve or discharge Debtor of its
duties, obligations and covenants hereunder until all Obligations
have been paid in full, and Congress' continuing security
interest in the Collateral shall remain in effect until such
Obligations have been fully discharged."
2. Conditions Precedent to Effectiveness of this Amendment.
This Amendment shall become effective upon the fulfillment of
each of the following conditions (including the conditions to the
satisfaction of Congress:
(a) All of Debtor's representations and warranties contained in
the Loan Agreement and any other agreement executed in connection
therewith (other than the representations and warranties that are
expressly made as of a certain date, which shall be true and
correct in all material respects on and as of such date) shall be
true and correct in all material respects;
(b) Debtor shall deliver to Congress a certificate of the
Secretary of Debtor, dated as of the effective date of this
Amendment and satisfactory in form and substance to Congress, as
Congress, in its sole discretion, shall determine, certifying,
among other things, (a) the names and true signatures of the
officers of Debtor authorized to sign the Amendment and any of
the other Loan Documents contemplated thereby to which Debtor is
a party; (b) that attached thereto is a true and complete copy of
the By-Laws of Debtor as in effect on the date of such
certification; (c) that attached thereto is a true and
completecopy of the resolutions of Debtor's Board of Directors
approving and authorizing the execution and delivery of the
Amendment and the other Loan Documents contemplated thereby to
which Debtor is a party; and (d) that the Secretary has reviewed
each of the material agreements and written undertakings to which
Debtor has become a party since the date of the Initial Advance
and the execution, delivery and performance of this Amendment do
not violate or conflict with any of the terms or provisions of
any such material agreement or written undertaking;
(c) Congress shall have received from Debtor fully executed
counterparts to the Amendment, the New Term Promissory Note in
the form attached hereto as Exhibit A the Modification to
Illinois Mortgage in the form attached as Exhibit B, the Second
Amendment to North Carolina Deed of Trust in the form of Exhibit
C, and each other Loan Document contemplated thereby to which
Debtor is a party signed by duly authorized officers of Debtor,
and Congress shall have delivered to Debtor fully executed
counterparts to the Amendment and each other Loan Document to
which Congress is party signed by a duly authorized officer of
Congress; and
(d) Congress shall have received from Debtor an amendment fee
equal to $50,000 which shall be deemed earned in full on the date
of Congress' execution and delivery of this Amendment.
3. Absence of Waiver or Setoff.
3.1. No Waiver. Congress and Debtor agree that the amendments
set forth in Section 1 hereof shall be limited precisely as
written and, except as expressly set forth in Section 1 of this
Amendment, shall not be deemed to be a consent to any waiver or
modification of any other term or condition of the Existing
Agreement, the Loan Agreement or any Loan Document.
3.2. Acknowledgment of Liabilities. Debtor hereby acknowledges
and agrees that there is no defense, setoff or counterclaim of
any kind, nature or description to the Obligations or the payment
thereof when due.
4. Representations. Debtor hereby represents and warrants to
Congress that:
(i) Debtor is a corporation duly organized, validly existing,
and in good standing under the laws of the state of its
incorporation;
(ii) the execution, delivery and performance of this
Amendment by Debtor are within its corporate powers, have been
duly authorized by all necessary corporate action and do not
violate or conflict with the terms of any agreement or written
undertaking to which the Debtor is a party;
(iii) this Amendment is a legal, valid, and binding
obligation of Debtor, enforceable against Debtor in accordance
with its terms.
5. References in Other Documents. References to the Existing
Agreement in any Loan Document shall be deemed to include a
reference to the Loan Agreement, whether or not reference is made
to this Amendment.
6. Reserve Released. Congress and Debtor acknowledge and agree
that any reserve from Revolving Loan availability established as
a result of the receipt of Net Sale Proceeds from the sale of
Debtor's facility at 6450 Cortland, Chicago, Illinois will be
released on the effective date of this Amendment and such Net
Sale Proceeds will not be required to be applied as a prepayment
in respect of the New Term Loan.
7. Reappraisal of Inventory. Congress and debtor agree that
Congress shall, at Debtor's request and sole expense during the
first calendar quarter of 1997, obtain a reappraisal of Debtor's
Inventory from an independent appraiser selected by Congress and
reasonably acceptable to Debtor for the purpose of assessing, in
the sole and absolute discretion of Congress, whether Congress
may elect to enter into a subsequent amendment to the Loan
Agreement modifying the advance rates applicable to Eligible
Inventory; it being understood and agreed that nothing contained
herein or in any such reappraisal report shall in any way
obligate Congress to agree to any such modification to such
advance rates.
8. Miscellaneous.
(i) Section headings used in this Amendment are for
convenience of reference only and shall not affect the
construction of this Amendment.
(ii) This Amendment may be executed in any number of
counterparts and by the different parties on separate
counterparts and each such counterpart shall be deemed to be an
original, but all such counterparts shall together constitute but
one and the same agreement.
(iii) This Amendment shall be a contract made under and
governed by the laws of the State of Illinois, without giving
effect to principles of conflicts of laws.
(iv) All obligations of Debtor and rights of Congress that
are expressed herein, shall be in addition to and not in
limitation of those provided by applicable law.
(v) Whenever possible, each provision of this Amendment shall
be interpreted in such manner as to be effective and valid under
applicable law; but if any provision of this Amendment shall be
prohibited by or invalid under applicable law, such provision
shall be ineffective to the exte