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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, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number 0-511
COBRA ELECTRONICS CORPORATION
(Exact name of Registrant as specified in its Charter)
DELAWARE 36-2479991
(State of incorporation) (I.R.S. Employer Identification No.)
6500 WEST CORTLAND STREET
CHICAGO, ILLINOIS 60707
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (773)889-8870
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, Par Value $.33 1/3 Per Share
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES [X] NO [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The aggregate market value of the voting and non-voting common equity (only
Common Stock) held by non-affiliates of the Registrant at March 9, 2001 was
approximately $58,644,000.
The number of shares of Registrant's Common Stock outstanding at that date was
6,213,552.
Portions of the Registrant's Definitive Proxy Statement relating to the Annual
Meeting of Shareholders scheduled to be held May 8, 2001, are incorporated by
reference into Part III of this Report.
PART I
------
ITEM 1. BUSINESS
GENERAL
Cobra Electronics Corporation (the "Company"), which was incorporated in
Delaware in 1961, is a public company traded on the Nasdaq Stock Market under
the symbol "COBR". The Company is a leading global manufacturer of two-way
mobile communications products, holding the number one or strong number two
position in every market in which it does business. The Company has a 40-year
track record of innovation and award-winning products, and leads the industry in
developing technology applications that serve the market. Products are marketed
under the COBRA brand name. Management believes that the Company's future
success will depend upon its ability to predict and respond in a timely and
effective manner to changes in the markets it serves. Product performance,
reliability, price, availability and service are the main competitive factors.
Also, sales are dependent upon timely introduction of new products, which
incorporate new features desired by consumers, at competitive prices. Cobra is
the number one brand in Citizens Band radios and radar detectors and a strong
number two in the rapidly growing worldwide Family Radio Service ("FRS") two-way
radio category.
RECENT DEVELOPMENTS
In the second quarter of 2000, Cobra began selling its microTALK FRS radios in
Canada, which approved the technology in March. The Canadian FRS market is
estimated to be approximately $37 million in 2001 and management believes that
Cobra holds the number one market share. Additionally, a new line of microTALK
FRS radios, which includes 14 channels, 38 sub channels and waterproofing, was
introduced in the U.S. at the same time. The Company also started its new
HIGHGEAR Accessories Division, the first products of which were high quality
Citizens Band radio antennas, microphones, and external speakers.
In the third quarter of 2000, the Company began selling its new line of European
microTALK two-way radios. Also, as part of its European strategy, the Company
formed an Irish subsidiary, Cobra Electronics Europe Limited, with an office in
Dublin, Ireland. This subsidiary will allow Cobra to be closer to consumers in
this important strategic market.
Additionally, in the third quarter of 2000, the Company began selling the
world's first and only 10 Band radar detector, which features Digital Signal
Processing. An FRS radio with digital AM/FM stereo and headphones also was
introduced. Cobra also introduced its first professional series two-way radios
combining FRS and General Mobile Radio Service ("GMRS") technologies with a
five-mile range, Emergency Weather Alert and 10 channel NOAA weather capa-
bilities.
At the January 2001 International Consumer Electronics Show, the Company
announced several significant product introductions planned for 2001. Most
notably, the Company plans to introduce three new microTALK FRS radios in the
second quarter featuring SNAP replacement fronts, a market first, which will be
available in more than 30 colors and patterns. The Company also introduced a
second high performance 10 Band radar detector, which includes a DigiView
Information Center that provides the user with a complete readout of all data
received by the detector, as well as the world's first radar detector incorpora-
ting a 10-channel weather radio.
On January 5, 2001, the Company announced that it had entered into an agreement
to acquire all of the outstanding common stock of Lowrance Electronics, Inc.
("Lowrance") for approximately $32 million in cash plus the assumption of $15
million in anticipated debt at closing.
SUPPLIERS
One of the Company's primary strengths is its product sourcing ability.
Substantially all of the Company's products are manufactured to its
specifications and engineering designs by a number of suppliers, primarily in
China, Thailand, Japan, Hong Kong and Korea. The Company maintains stringent
control over the design and production quality of its products. The Company has
a wholly-owned subsidiary in Hong Kong which helps to seek out new suppliers,
monitor technological changes, perform source inspection of key suppliers, and
expedite shipments from vendors.
Over a period of years, the Company has developed a network of suppliers for its
products. To maintain flexibility in product sourcing, the Company has not
entered into long-term contracts with any of its suppliers. Despite management's
goal of maintaining strong relationships with its current suppliers, it also
believes that, if necessary, other alternate suppliers could be found. The
extent to which a change in a supplier would have an adverse effect on the
Company's business depends upon the timing of the change, the product or
products that the supplier produces for the Company and the volume of that
production. The Company also maintains insurance coverage that would, under
certain limited circumstances, reimburse the Company for lost profits resulting
from a vendor's inability to fulfill its commitments to the Company. The Company
negotiates substantially all of its purchases in U.S. dollars to protect itself
from currency fluctuations. Assets located outside of the United States,
principally Company-owned tooling at suppliers, had a net book value of
$1,480,000 at December 31, 2000.
PRODUCTS
The Company operates only in the consumer electronics industry. Principal
products include:
Soundtracker and NightWatch Citizens Band Radios HighGear accessories microTALK
FRS and Private Mobile Radio ("PMR") two-way radios 9 Band and 10 Band detectors
with Strobe Alert technology Safety Alert transmitters and receivers
The Company competes primarily in the United States with various manufacturers
and distributors of consumer electronics products, 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 approximately $1,100,000 in 2000 and
$900,000 in 1999 and 1998.
Except for certain patents, such as its Safety Alert technology, the Company
does not believe that patents are of material importance to its products.
However, when the Company develops a unique technology (such as SoundTracker
noise reduction technology), patents are applied for to preserve exclusivity,
wherever possible.
SoundTracker and Nightwatch Citizen Band radios, microTALK Family Radio Service
two-way radios, 9 Band and 10 Band detectors with Strobe Alert technology and
Safety Alert transmitters and receivers, are marketed under the COBRA trademark.
Cobra is the leading brand in the domestic Citizen Band radio market, which in
factory sales is approximately $70 million annually. Approximately 75 percent of
this market is for mobile Citizen Band radios, most of which are purchased by
professional drivers. The remaining part of the market is for handheld Citizen
Band radios used for sport and recreational activities. Also in 1999, the
Company began shipping several new Citizen Band models specifically designed for
the European market.
The Company has a history of being the technology leader in the Citizen Band
radio market. The Company was the first Citizen Band radio marketer to combine a
National Weather Service receiver with a mobile Citizen Band radio, enabling
motorists to obtain weather and travel information broadcasts. As a major
enhancement of this feature, the Company also introduced the industry's first
mobile Citizen Band radio that incorporates an automatic alert feature to warn
of National Weather Service emergency advisories. In 1997, the Company intro-
duced its Soundtracker technology. This patent-pending noise reduction
technology, which dramatically improves the sound quality of the Citizen Band
radios, is the first significant product innovation in this category in several
years. This new feature significantly reduces "white noise", or static, when the
Citizen Band is in receiving mode. Additionally, SoundTracker technology allows
the user's voice to break through cluttered airwaves and to be more easily heard
when transmitting.
In 1999 the Company introduced a new line of Citizen Band radios featuring an
adjustable illuminated front panel. The NightWatch line enhances drivers' safety
by making it dramatically easier for them to see and adjust their Citizen Band
controls at night. The vast majority of the 9 million mobile Citizen Bands used
by professional truck drivers today are not illuminated despite the fact that
these drivers spend a significant amount of time driving at night.
In 1997, the Company entered the rapidly growing FRS two-way radios market and
in the Fall of 1998 began selling its new microTALK line. Because of the success
of this new line, the Company has attained a strong number two position in this
fast growing category. The Company estimates that the domestic market for FRS
two-way radios in factory sales was approximately $370 million in 2000 and will
increase to approximately $430 million in 2001.
FRS two-way radios operate on UHF FM frequencies, which allow for an extremely
small handheld radio and exceptionally clear sound that penetrates through
buildings and other obstacles. Unlike cellular phones, these radios require no
monthly fee and provide coverage even in the most remote areas. Because of their
range--up to two miles (five miles for the professional models, which require a
license)--and exceptionally clear sound quality, the radios enable families and
friends to easily keep in touch in hundreds of situations where they typically
get separated and out of earshot, such as in shopping malls, amusement parks and
ski resorts. In addition, the number of potential business- related applications
for these radios is substantial, including construction crews, retail stores,
restaurants and warehouses. FRS two-way radios also provide parents with an easy
way to maintain contact with children when they are outside playing.
The Company's microTALK two-way radios have innovative features, which make them
easy to use. These include: incoming call alert that lets one user "ring"
another user; voice scrambling that keeps users' conversations private; talk
confirmation tones that subtly let users know when the other party is done
talking; and a retractable antenna that makes it easier to store the unit. One
model even has a unique VibrAlert feature that works like a silent vibrating
pager, which makes it perfect for situations where noiseless operation is
important or where a ring alert cannot be easily heard.
In December 1999, the Company introduced the first radio to combine a digital
AM/FM stereo with FRS service. Another new model provides access to ten NOAA
weather channels using Cobra's exclusive Weather Alert feature that automati-
cally alerts users to tune to NOAA emergency broadcasts. Also, the Company
launched its European line of microTALK radios in the United Kingdom, France,
Spain, Germany, Sweden, and Finland. A Turkish distributor was added in 2000 and
the Company expects to add additional distributors when other European countries
approve the technology.
Cobra is also the number one brand in the market for domestic integrated radar/
laser detectors, which in factory sales is approximately $100 million.
Currently, there are approximately 190 million cars and light trucks on the road
and, of those, less than 10 million have detectors. Cobra commands a signifi-
cant market share by offering innovative products with the latest technology.
The Company has been a leader in applying laser detection technology, including
introducing the industry's first laser-signal detector and the industry's first
integrated radar/laser detector with 360 degree laser detection capability. The
Company was the first to introduce to the retail channel "intelligent" detection
systems capable of alerting drivers with a differentiated signal for each of the
frequencies emitted by the Company's patented, FCC-approved Safety Alert
transmitter. This transmitter is marketed to organizations that operate police,
fire, emergency medical service, construction and public utility vehicles. The
Company's Safety Alert Traffic Warning System is designed to help drivers avoid
potentially serious accidents with vehicles operated by these organizations.
In the Spring of 1998, the Company began shipping its proprietary 6 Band line of
detectors. Unique to the industry, these detectors were designed to alert
drivers to each of the four current speed monitoring systems in use -- X,K,Ka
and Laser -- plus VG-2, the band that advises that a radar detector is being
used. The sixth band is the Safety Alert Traffic Warning System band. At the
time, this made the unique Cobra six-band detector the most comprehensive alert
system in the industry and for the first time allowed drivers to be aware of all
four speed monitoring systems as well as the presence of VG-2 and Safety Alert
transmissions.
In late 1999, the Company introduced the world's first and only line of 9 Band
radar detection systems. This new line provides detection of two new laser
systems, UltraLite and ProLaser. In addition, the new line is the first to
incorporate the exclusive Strobe Alert feature. This technology alerts drivers
to the presence of high-speed emergency vehicles equipped with strobe trans-
mitters to control traffic signals. In 2000, the Company introduced the world's
first 10-Band radar detection system that features a high-speed RISC processor
and offers 10 bands of protection, including its patented Safety Alert warning
system and exclusive Strobe Alert detection. Unlike competing radar detection
systems, the XR-1010 enables motorists to detect eight speed monitoring systems
and distinguish between four types of laser systems on the road today, including
LTI 20/20, Ultra Lyte, Pro Laser and ProLaser III.
Because of the popularity of the Company's unique 6 Band, 9 Band and 10 Band
technologies, Cobra was the fastest growing radar detector brand over the past
several years and has become the market leader.
COMPETITION
Major competitors are Motorola, Audiovox and Radio Shack (FRS); Uniden, Midland
and Radio Shack (Citizen Band Radios); and Whistler, Uniden and Beltronics
(Detectors).
SALES AND DISTRIBUTION
Demand for consumer electronics products is somewhat seasonal and varies
according to channel of distribution. Historically, sales in the last half of
the year are greater than in the first half, reflecting increased purchases by
retailers for the holiday selling season. Also, because a greater and greater
portion of the Company's business is with mass retail accounts, the Company has
experienced a shift in orders from the third quarter to the fourth quarter when
the mass retailers normally begin their load-in for the holiday selling season.
As the Company's channel mix continues to shift more towards retail, the Company
expects additional shifts toward heavier third and fourth quarter sales volumes.
In 2000, sales to K-Mart and Best Buy were 14.2 percent and 11.1 percent of net
sales, respectively. In 1999, sales to Kmart were 16.2 percent of net sales. In
1998, sales to Kmart and DAS Distributors were 12.9 percent and 11.9 percent of
net sales, respectively. The Company does not believe that the loss of any one
customer would have a material adverse effect on the business of the Company.
International sales were $14.4 million, $4.9 million, and $7.4 million, in 2000,
1999 and 1998, respectively.
The Company's return policies and payment terms are consistent with those of
other companies serving the consumer electronics market. Market conditions are
such that products generally must be shipped within a short time after an order
is received. As a result, order backlog is not significant.
Cobra products are distributed through a strong, well-established network of
approximately 300 retailers and distributors located primarily in the United
States. Approximately 70 percent of the sales are made directly to domestic mass
marketers, such as catalog showrooms, consumer electronics specialty stores,
large department store chains, television home-shopping, direct-response
merchandisers, home centers and specialty stores, which feature telephone
products or mobile electronics products. Most of the remaining sales are through
two-step wholesale distributors that carry Cobra products to fill orders for
truck stops, small department stores, appliance dealers and for export. Cobra's
primary sales force is comprised of independent sales representatives who work
on a straight commission basis. They do not sell products of the Company's
competitors.
The Company's right to sell products under the COBRA trademark is substantially
worldwide. The Company believes the COBRA trademark, which is indefinitely
renewable by the Company, is a significant factor in the successful marketing of
its products.
EMPLOYEES
As of December 31, 2000, the Company employed 122 persons in the U.S. and 13 in
its international operations. None of the Company's employees is a member of a
union.
ITEM 2. PROPERTIES
The Company owns one building in Chicago, Illinois containing a total of
approximately 93,000 sq. feet of office and warehouse space. The Company also
leases 2,300 sq. feet of office space in Hong Kong for its international opera-
tions and 1,650 sq. feet of office space in Dublin, Ireland for its European
operations. The Company believes that these facilities are adequate to meet its
current needs.
ITEM 3. LEGAL PROCEEDINGS
The Company is subject to various unresolved legal actions, which arise, in the
normal course of its business, and none of which is expected to have a material
adverse effect on the Company's business or financial condition.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT
See Part III, Item 10.
PART II
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ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
SHAREHOLDER MATTERS
The Company's common stock trades on The NASDAQ Stock Market under the symbol
COBR. As of March 13, 2001, the Company had approximately 900 shareholders of
record and approximately 2,300 shareholders for whom securities firms acted as
nominees. The Company's common stock is the only class of equity securities
outstanding. Before April 1, 1993, the common stock of the Company traded under
the symbol DYNA.
Under the terms of its credit agreement, the Company may not pay cash dividends.
STOCK PRICE AND TRADING VOLUME DATA
STOCK PRICE RANGE
------------------------------------------------------------ TRADING VOLUME
2000 1999 1998 (in thousands)
------------------- ------------------- ------------------ ----------------------
Quarter High Low High Low High Low 2000 1999 1998
- ----------- ------ ------- --------- --------- --------- --------- ------ ------ -----
First...... $ 6 1/2 $ 3 7/8 $ 5 1/8 $ 3 1/2 $ 8 5/8 $ 5 5/8 2,153 724 2,931 Second..... 8 3/8 4
22/32 4 5/8 3 6 3/4 4 3/4 2,323 1,259 2,050
Third...... 7 1/2 5 1/2 4 1/2 3 5 5/8 3 1/2 1,714 1,077 1,684
Fourth..... 6 3/8 4 1/2 6 3/8 3 5/32 6 1/4 3 5/8 1,506 2,477 1,304
Note: Data compiled from The NASDAQ Stock Market monthly Summary of Activity
reports.
ITEM 6. SELECTED FINANCIAL DATA
FIVE YEAR FINANCIAL SUMMARY
Years Ended December 31
(in thousands, except per share amounts) 2000 1999 1998 1997 1996
- ---------------------------------------------------- -------- ---------- ---------- ---------- ----------
Operating Data:
Net sales......................................... $ 144,565 $ 118,693 $103,414 $ 104,098 $ 90,324
Gross profit...................................... 40,782 30,152 24,661 21,551 16,370
Selling, general and administrative expense....... 27,961 23,540 19,747 16,655 14,374
Operating income ........................... 12,821 6,612 4,914 4,896 1,996
Gain on sale of building.......................... -- -- -- 1,132 --
Tax provision (benefit)........................... 4,132 1,744 (10,403) -- --
Net income ................................. 7,189 3,983 14,200 4,692 601
Net Income per share:
Basic ............................................ 1.17 .66 2.30 0.76 0.10
Diluted .......................................... 1.12 .65 2.20 0.73 0.10
As of December 31:
Total assets...................................... 77,905 59,579 64,419 48,279 42,596
Short-term debt .................................. 13,376 4,083 14,316 10,995 13,277
Shareholders' equity.............................. 48,626 41,572 37,496 23,673 18,713
Book value per share.............................. 7.89 6.80 6.18 3.81 3.00
Shares outstanding................................ 6,166 6,118 6,066 6,218 6,242
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
CORPORATE OVERVIEW
Net Sales increased 22% to $144.6 million in 2000 while gross margin increased
to 28.2% from 25.4% in 1999. As a result, pretax income and net income increased
97% and 81%, respectively, from the prior year. Additionally, fully diluted
earnings per share increased to $1.12 per share in 2000 compared to $.65 per
share in 1999, or a 72% increase.
RESULTS OF OPERATIONS
2000 Compared to 1999
- ---------------------
Net income for 2000 increased 81% to $7.2 million, or $1.12 per diluted share,
from net income of $4.0 million or $.65 per diluted share for the prior year.
Pretax income increased by 97% to $11.3 million in 2000, compared to $5.8
million in 1999.
Net sales increased 22% to $144.6 million from $118.7 million in 1999. Sales
growth resulted from strong demand for the Company's new microTALK FRS two-way
radios, both domestically and in Canada and Europe, and proprietary 9 Band radar
detectors, as well as from increased retail distribution.
FRS two-way radio sales increased because of strong demand for the Company's new
microTALK line, which began shipping in April 2000. This new line helped the
Company add several new customers, notably Best Buy and Costco, and expand
placement among existing retail customers in the U.S. Additionally, the line
proved to be popular in Canada, which approved FRS technology in the Spring of
2000. A line using similar technology was successful in Europe where distribu-
tion also increased. The increase in radar detector sales was due to the
popularity of the Company's exclusive 9 Band technology. These new models, which
began shipping at the end of 1999, enabled the Company to expand retail
distribution as well as achieve steady market share gains during the year.
Gross margin for 2000 improved to 28.2% from 25.4% in 1999 primarily due to
better margins achieved on the new microTALK line in the U.S., Canada and Europe
as well as lower radar detector costs. Additionally, Citizens Band radio margins
improved due to fewer sales of lower margin hand-held units and a reduction in
airfreight costs in 2000. In 1999, significant airfreight cost was incurred to
meet demand for the new Nightwatch line.
Selling, general and administrative expenses increased $4.4 million during 2000
but, as a percentage of net sales, decreased to 19.3% from 19.8% in 1999. Of the
$4.4 million increase, $1.4 million was in variable selling expense attribu-
table to the $25.9 million increase in sales volume. Fixed sales and marketing
expenses also increased as the Company spent more on public relations and non-
coop advertising in order to drive demand. These investments resulted in
increased placement of Cobra products and, in turn, gross margin improvement
from increased volume. Also contributing to the increase in selling, general and
administrative costs was higher payroll costs, including increased bonus expense
as a result of the higher pretax income. Bad debt expense was also higher due to
a significantly higher provision due to increased sales and accounts receivable
at December 31, 2000. Finally, employee procurement and relocation expenses
increased due to the costs associated with hiring in a tight labor market.
Interest expense for 2000 was $889,000, which was $11,000 higher than 1999,
primarily because of a slightly higher weighted average interest rate in 2000
offset by slightly lower average borrowings outstanding during the year.
Other expense for 2000 was $611,000 compared to other income of $23,000 in 1999
due to losses that were recognized on investments in the cash surrender value of
life insurance policies.
Income tax expense increased $2.4 million to $4.1 million in 2000 due to the
higher pre-tax income. The effective tax rate in 2000 was 36.5%.
1999 Compared to 1998
- ---------------------
Pretax income increased by 52% to $5.8 million in 1999, compared to $3.8 million
for the prior year period. Net income for 1999 was $4 million, or $0.65 per
diluted share, compared with net income of $14.2 million or $2.20 per diluted
share for the prior year period. Net income for 1998 included an income tax
benefit of $10.4 million, which was due to the reversal of Cobra's valuation
allowance on its deferred tax assets. If adjusted for the tax rate used in 1999,
net income and diluted earnings per share for 1998's full year would have been
$2.6 million and $0.41, respectively.
Net sales for 1999 increased 15% to $118.7 million from $103.4 million in 1998.
Sales growth resulted from increased retail distribution and strong demand for
the new microTALK FRS two-way radios and the Company's proprietary 6 Band radar
detectors.
Strong sales of FRS two-way radios and radar detectors were partially offset by
a $8.4 million decline in sales of twenty-five channel cordless telephone
products, as the Company exited that business in 1998. FRS two-way radio sales
benefited from increased distribution of the Company's microTALK line, which the
Company began shipping in September 1998. This new line has helped the Company
add several new customers, expand placement among existing major retail accounts
and add sporting goods and office supply specialty stores as new channels of
distribution. The increase in radar detector sales was due to the popularity of
the Company's exclusive six-band technology. These new models, which began
shipping at the end of the first quarter of 1998, enabled the Company to expand
retail distribution as well as achieve steady market share gains during the
year. International sales were down from 1998 because of significantly lower
sales of radar detectors to Russia, but lower radar detector sales were
partially offset by sales of the Company's new microTALK PMR two-way radios in
Great Britain.
Gross margin for 1999 improved to 25.4% from 23.8% in 1998 primarily due to a
greater portion of higher-margin Nightwatch Citizen Band radios, MicroTALK two-
way radios and 6 Band radar detectors and lower sales of low margin 25 channel
cordless phones in the sales mix.
Selling, general and administrative expense increased $3.8 million during 1999
and, as a percentage of net sales, increased to 19.8% from 19.1% in 1998. Much
of the increase was due to higher selling and marketing costs. One reason for
the increase was the $15.3 million increase in sales volume, which accounted for
a $1 million rise in variable selling expenses. Another reason was a shift in
sales mix in 1999 to more domestic sales, which have much higher selling
expenses associated with them compared to international sales. Also, selling and
marketing expenses increased as the Company continued to invest significant- ly
in new product development, retail account expansion and distribution channel
gains. These investments have resulted in increased placement of Cobra products
as well as gross margin improvement. Also contributing to the increase in
selling, general and administrative costs were higher payroll costs, primarily
increased bonus expense as a result of the higher pretax income. Offsetting some
of the increase was a decrease in consulting expense in 1999 versus the prior
year as significant consulting expenses were incurred in 1998 to make the
Company's data processing systems year 2000 compliant.
Interest expense for 1999 decreased to $878,000 from $1.2 million, primarily
because of lower average debt levels, which were driven by reduced inventory
levels, and lower overall interest rates.
The effective tax rate in 1999 was 30.8%. This rate is lower than the federal
statutory rate of 34% primarily due to a permanent difference related to an
increase in the cash surrender value of officer's life insurance. The 1998 tax
benefit of $10.4 million was due to the elimination of the Company's deferred
tax valuation allowance. This valuation allowance had substantially offset the
Company's net deferred tax asset, a significant portion of which related to the
Company's net operating loss carryforwards. Prior to 1996, the Company had a
history of net losses resulting in a significant net deferred tax asset and a
corresponding valuation allowance. Under SFAS No. 109, a history of operating
losses in recent years generally requires recognition of such an allowance.
Accordingly, the Company recorded a valuation allowance for substantially all of
its net deferred tax asset. However, SFAS No. 109 requires management to
periodically access the need for a valuation allowance. In the fourth quarter of
1998, due to the continued positive trend in earnings and the successful launch
of the Company's new products, management concluded that there was no need for a
valuation allowance because it is more likely than not that all of the net
deferred tax assets will be realized through future taxable earnings. At
December 31, 1999, the Company had net operating loss carryforwards of $20.1
million.
LIQUIDITY AND CAPITAL RESOURCES
On January 1, 2000, the Company had a $42.5 million secured credit agreement
with two financial institutions for a three-year revolving credit facility that
was scheduled to expire February 2, 2001. Loans outstanding under this agreement
bear interest, at the Company's option, at the prime rate or LIBOR plus 2
percent. This agreement was extended on December 29, 2000 for $36 million with
one financial institution until May 3, 2001 pending completion of a new
financing agreement in conjunction with the Lowrance acquisition (see below). A
further amendment extended the expiration date of the agreement to July 31,
2001.
The credit agreement specifies that the Company may not pay cash dividends and
contains a material adverse change clause, which, under certain circumstances,
could accelerate the payment of the debt. The Company classifies the debt as
short-term for financial reporting purposes. At December 31, 2000, the Company
had approximately $16.5 million available under the credit line.
The Company also had a $5.0 million secured credit agreement with the same
institutions under which borrowings are secured by the cash surrender value of
certain life insurance policies owned by the Company. There were no borrowings
under this agreement, which expired on December 29, 2000 and was not renewed.
Net cash flows used in operating activities were $5.7 million for the year ended
December 31, 2000. Operating cash flows were generated principally from net
income of $7.2 million, depreciation and amortization of $1.8 million, deferred
taxes of $3.9 million, a decline in other current assets of $940,000 and an
increase in accrued liabilities of $1.0 million. Cash used in operations offset
these increases and included a $10.6 million increase in receivables and a $10.2
million increase in inventory. Accounts receivable increased mainly because of
strong November and December sales. In January 2001, $11.4 million of cash was
collected. Inventories increased for several reasons. First, inventory at
December 31, 1999 was unusually low due to unexpectedly strong fourth quarter
sales in 1999 and a heavier reliance on costly airfreight to effect a more
just-in-time management of inventory levels. Also, significantly higher expected
sales for the first quarter of 2001 than typically experienced necessitated
higher December 31, 2000 inventory levels.
Investing activities required cash of $3.5 million in 2000, principally for the
purchase of tooling and equipment.
Financing activities generated cash flows of $9.2 million in 2000, reflecting
net borrowings under the Company's line-of-credit agreement, partially offset by
the repurchase of 68,700 shares of Company common stock for an aggregate cost of
$386,000 or an average cost of $5.62 per share. In August 1998, the Company's
Board of Directors authorized a repurchase of up to $1 million of the Company's
common stock. On May 17, 1999, the Company announced that a second repurchase
program was approved to acquire up to another $1 million of common stock.
Through December 31, 2000, the Company has repurchased 387,900 shares at an
aggregate cost of $1.6 million for an average per share cost of $4.12.
At December 31, 2000, the Company had no material commitments, other than
approximately $34.8 million in outstanding purchase orders for products compared
with $39.7 million at the end of the prior year.
On January 5, 2001, the Company announced that it had entered into an agreement
to acquire all of the outstanding common stock of Lowrance Electronics, Inc. for
approximately $32 million in cash plus the assumption of $15 million in antici-
pated debt at closing. Lowrance is a leader in both sonar and global positioning
systems.
The Company is in the process of finalizing financing for the acquisition
through the addition of both senior and subordinated debt and is also
negotiating a combined revolving line of credit at the same time. The
acquisition will be accounted for as a purchase. It is anticipated that the
senior debt would consist of an aggregate principal amount of up to $85 million
and the subordinated debt would consist of an aggregate principal amount of $15
million. At December 31, 2000, $613,000 in costs incurred in connection with
this transaction have been capitalized in "Other Assets" in the Consolidated
Balance Sheets.
Working capital requirements are seasonal, with demand for working capital being
higher later in the year as customers begin purchasing for the holiday selling
season. The Company believes that cash generated from operations and from
borrowings under credit agreements will be sufficient in 2001 to fund its
working capital needs. In 2000, the Company utilized approximately $17 million
of net operating loss carryforwards. Net operating loss carryforwards of $3.1
million at December 31, 2000 will be used in 2001. Upon utilization of all of
its net operating loss carryforwards, the Company will begin making payments for
federal income taxes, which is expected to be in the second half of 2001.
ITEM 7A MARKET RISK AND FINANCIAL INSTRUMENTS
The Company is subject to market risk associated principally with changes in
interest rates. Interest rate exposure is principally limited to the $13.4
million of debt of the Company outstanding at December 31, 2000. The debt is
priced at interest rates that float with the market, which therefore mitigates
interest rate exposure. A 50 basis point movement in the interest rate on float-
ing rate debt would result in an approximately $67,000 increase or decrease in
interest expense and cash flows. The Company does not use derivative financial
or commodity instruments for trading or other purposes.
The Company's suppliers are located in foreign countries, principally in Asia,
and the Company made approximately 10.0% of its sales outside the United States
in 2000. The Company minimizes its foreign currency exchange rate risk by
conducting all of its transactions in US dollars.
FORWARD-LOOKING STATEMENTS
In addition to the historical information presented in this annual report, the
Company has made and will make certain forward-looking statements in this
report, other reports filed by the Company with the Securities and Exchange
Commission, reports to stockholders and in certain other contexts relating to
future net sales, costs of sales, other expenses, profitability, financial
resources, or products and production schedules. Statements relating to the
foregoing or that predict or indicate future events and trends and which do not
relate solely to historical matters identify forward-looking statements.
Forward-looking statements are made pursuant to the safe harbor provisions of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934 and are based on management's beliefs as well as assump-
tions made by and information currently available to management. Accordingly,
the Company's actual results may differ materially from those expressed or
implied in such forward-looking statements due to known and unknown risks and
uncertainties that exist in the Company's operations and business environment,
including, among other factors, the failure by the Company to produce anticipa-
ted cost savings or improve productivity, the timing and magnitude of capital
expenditures and acquisitions, currency exchange rates, economic and market
conditions in the United States and the rest of the world, changes in customer
spending levels, the demand for existing and new products, the continuing
availability of suppliers, and other risks associated with the Company's
operations. Although the Company believes that its forward-looking statements
are based on reasonable assumptions, there can be no assurance that actual
results, performance or achievements will not differ materially from any future
results, performance or achievements expressed or implied by such forward-
looking statements. Readers are cautioned not to place undue reliance on
forward-looking statements.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Financial Statements and quarterly financial data are included in this Annual
Report on Form 10-K, as indicated in the index on page 35.
CONSOLIDATED STATEMENTS OF INCOME
Cobra Electronics Corporation
Years Ended December 31 (in
thousands, except per share amounts) 2000 1999 1998
- ----------------------------------- -------- -------- -------
Net sales.......................... $144,565 $118,693 $103,414
Cost of sales...................... 103,783 88,541 78,753
-------- -------- -------
Gross profit....................... 40,782 30,152 24,661
Selling, general and administrative
expense.......................... 27,961 23,540 19,747
-------- ------- -------
Operating income .................. 12,821 6,612 4,914
Other income (expense):
Interest expense................. (889) (878) (1,204)
Other income (expense), net ..... (611) 23 87
------- ------- -------
Income before income taxes......... 11,321 5,757 3,797
Tax provision (benefit)............ 4,132 1,774 (10,403)
------- ------- -------
Net income......................... $ 7,189 $ 3,983 $14,200
======= ======= =======
Net income per common share:
Basic $ 1.17 $ .66 $ 2.30
Diluted $ 1.12 $ .65 $ 2.20
Weighted average shares outstanding:
Basic 6,142 6,020 6,181
Diluted 6,394 6,107 6,469
See notes to consolidated financial statements.
CONSOLIDATED BALANCE SHEETS
Cobra Electronics Corporation
At December 31 (in thousands) 2000 1999
- --------------------------------------- ----------- -----------
ASSETS:
Current assets:
Cash.................................. $ 54 $ 93
Receivables, less allowances for claims
and doubtful accounts of $1,869
in 2000 and $1,381 in 1999............ 36,116 25,565
Inventories, primarily finished goods. 18,873 8,689
Deferred income taxes................. 4,031 4,997
Other current assets.................. 3,200 4,192
------- -------
Total current assets.................. 62,274 43,536
------- -------
Property, plant and equipment, at cost:
Land.................................. 330 330
Buildings and improvements............. 3,567 3,619
Tooling and equipment................. 15,668 13,915
------- -------
19,565 17,864
Accumulated depreciation.............. (13,308) (13,042)
------- -------
Net property, plant and equipment..... 6,257 4,822
------- -------
Other assets:
Deferred income taxes................. 1,688 4,581
Cash surrender value of officers'
life insurance policies............. 5,670 5,499
Other................................. 2,016 1,141
------- -------
Total other assets.................... 9,374 11,221
------- -------
Total assets............................ $77,905 $59,579
======= =======
See notes to consolidated financial statements.
CONSOLIDATED BALANCE SHEETS (cont.)
Cobra Electronics Corporation
At December 31 (in thousands, except
share data) 2000 1999
- ----------------------------------------- ----------- -----------
LIABILITIES AND SHAREHOLDERS' EQUITY:
Current liabilities:
Accounts payable...................... $ 3,400 $ 2,792
Accrued salaries and commissions...... 1,911 1,326
Accrued advertising and sales promotion
costs.............................. 3,051 2,800
Accrued product warranty costs........ 2,692 2,916
Other accrued liabilities............. 1,881 1,456
Short-term debt....................... 13,376
4,083
------ ------
Total current liabilities............. 26,311 15,373
Deferred compensation.................... 2,968 2,634
------- -------
Total liabilities........................ 29,279 18,007
------- -------
Commitments and Contingencies
Shareholders' equity:
Preferred stock, $1 par value, shares
authorized-1,000,000; none issued.... --- ---
Common stock, $.33 1/3 par value,
12,000,000 shares authorized,
7,039,100 issued for 2000 and 1999... 2,345 2,345
Paid-in capital........................ 20,032 20,301
Retained earnings...................... 31,644 24,455
------- -------
54,021 47,101
Treasury stock, at cost
(872,716 shares for 2000 and 921,009
shares for 1999)................... (5,395) (5,529)
-------- -------
Total shareholders' equity............. 48,626 41,572
-------- -------
Total liabilities and shareholders'
equity................................. $77,905 $59,579
======== ========
See notes to consolidated financial statements.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Cobra Electronics Corporation
Years Ended December 31(in thousands) 2000 1999 1998
- ------------------------------------- -------- -------- --------
Cash flows from operating activities:
Net income ......................... $ 7,189 $ 3,983 $14,200
Adjustments to reconcile net income
to net cash flows from
operating activities:
Depreciation and amortization..... 1,758 1,559 1,541
Deferred taxes.................... 3,859 1,456 (10,403)
Loss (gain) on sale of fixed assets 345 37 (1)
Changes in assets and liabilities:
Receivables..................... (10,551) 1,490 (11,370)
Inventories..................... (10,184) 5,524 5,617
Other current assets............ 940 (2,512) (410)
Other assets.................... (1,030) (410) (403)
Accounts payable................ 608 (353) (492)
Accrued liabilities ............ 1,037 1,356 (601)
Deferred compensation........... 334 314 89
-------- -------- --------
Net cash flows from (used by)
operating activities.............. (5,695) 12,444 (2,233)
-------- -------- --------
Cash flows from investing activities:
Proceeds from sale of fixed assets.. --- --- 1
Capital expenditures................ (3,331) (1,365) (1,579)
Cash Surrender Value of Life
Insurance (171) (946) (623)
-------- ------- --------
Net cash flows from (used in)
investing activities.............. (3,502) (2,311) (2,201)
-------- ------- --------
Cash flows from financing activities:
Net borrowings (repayments) under the
line-of-credit agreement.......... 9,293 (10,233) 3,321
Transactions related to exercise of
stock options, net................ 251 628 81
Transactions related to stock
repurchase........................ (386) (535) (683)
-------- ------- --------
Net cash flows from (used in)
financing activities.............. 9,158 (10,140) 2,719
-------- ------- --------
Net decrease in cash.................. (39) (7) (1,715)
Cash at beginning of year............. 93 100 1,815
-------- ------- --------
Cash at end of year................... $ 54 $ 93 $ 100
======== ======= ========
2000 1999 1998
-------- -------- --------
Supplemental disclosure of cash flow information Cash paid during the year for:
Interest $ 757 $ 953 $ 1,230
Income taxes 581 79 ---
Non-cash investing and financing activities:
Tax benefit related to stock
options --- --- 225
See notes to consolidated financial statements.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Cobra Electronics Corporation
Three Years Ended
December 31, 2000 Common Paid-In Retained Treasury Total
(dollars in thousands) Stock Capital Earnings Stock Equity
- ---------------------------- ------- ------- -------- ------- -------
Balance-January 1, 1998..... $ 2,345 $ 20,681 $ 6,272 $(5,625) $23,673
Net income................ --- --- 14,200 --- 14,200
Treasury stock purchases.. --- --- --- (683) (683)
Transactions related to
exercise of options,net. --- (107) --- 188 81
Tax benefit
related to
stock options.. --- 225 --- --- 225
------- --------- -------- -------- -------
Balance-December 31, 1998.. $ 2,345 $ 20,799 $20,472 $(6,120) $37,496
Net income................ --- --- 3,983 --- 3,983
Treasury stock purchases.. --- --- --- (535) (535)
Transactions related to
exercise of options, net.. --- (498) --- 1,126 628
------- --------- -------- -------- -------
Balance-December 31, 1999 .. $ 2,345 $ 20,301 $ 24,455 $(5,529) $41,572
Net income................ --- --- 7,189 --- 7,189
Treasury stock purchases.. --- --- --- (386) (386)
Transactions related to
exercise of options, net.. --- (269) --- 520 251
------- -------- ------- ------- -------
Balance-December 31, 2000 .. $ 2,345 $20,032 $ 31,644 $(5,395) $48,626
======= ======== ======== ======== =======
See notes to consolidated financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Cobra Electronics Corporation Three
years ended December 31, 2000
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BUSINESS -- The Company designs and markets consumer electronics products, which
it sells under the COBRA brand name principally in the United States, Canada and
selected countries in Europe. A majority of the Company's products are purchased
from overseas suppliers, primarily in China, Thailand, Japan, Hong Kong and
Korea. The consumer electronics market is characterized by rapidly changing
technology and certain products may have limited life cycles. Management
believes that it maintains strong relationships with its current suppliers and,
if necessary, other suppliers could be found. Production delays or a change in
suppliers, however, could cause a delay in obtaining inventories and a possible
loss of sales, which could adversely affect operating results. Purchases of
product from vendors and sales to international customers are denominated in US
dollars to minimize foreign currency exchange risk.
PRINCIPLES OF CONSOLIDATION -- The consolidated financial statements include the
accounts of the Company and its subsidiaries. All significant intercompany
balances and transactions have been eliminated in consolidation.
USE OF ESTIMATES -- The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.
INVENTORIES -- Inventories are recorded at the lower of cost, on a first-in,
first-out basis, or market.
DEPRECIATION -- Depreciation of buildings, improvements, tooling and equipment
is computed using the straight-line method and the following estimated useful
lives:
Classification Life
- ------------------------- ----------
Buildings................ 30 years
Building improvements.... 20 years
Motor vehicles........... 3-5 years
Equipment................ 5-10 years
Tools, dies and molds.... 2 years
LONG-LIVED ASSETS -- Long-lived assets are reviewed for possible impairment
whenever events indicate that the carrying amount of such assets may not be
recoverable. If such a review indicates an impairment, the carrying amount of
such assets is reduced to estimated recoverable value.
RESEARCH, ENGINEERING AND PRODUCT DEVELOPMENT EXPENDITURES -- Research,
engineering and product development expenditures are expensed as incurred and
amounted to $1,100,000 in 2000 and $900,000 in 1999 and 1998.
INCOME TAXES -- The Company provides for income taxes under the asset and
liability method of accounting for deferred income taxes. Deferred tax assets
and liabilities are recorded based on the expected tax effects of future taxable
income or deductions resulting from differences in the financial statement and
tax bases of assets and liabilities. A valuation allowance is recorded when
necessary to reduce net deferred tax assets to the amount considered more likely
than not to be realized.
REVENUE RECOGNITION -- Revenue from the sale of goods is recognized at the time
of shipment. Obligations for sales returns and allowances and product warranties
are recognized at the time of sale on an accrual basis.
NEW ACCOUNTING PRONOUNCEMENTS -
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." SFAS No. 133
establishes accounting and reporting standards for derivative instruments and
for hedging activities. It requires that an entity recognize all derivatives as
either assets or liabilities in the balance sheet and measure these instruments
at fair value. This statement also requires changes in the fair value of
derivatives to be recorded each period in current earnings or comprehensive
income depending on the intended use of derivatives. This statement is effective
on January 1, 2001. The Company does not use any derivatives in the normal
course of its business and, therefore, has recorded no cumulative transition
adjustment.
(2) INCOME TAXES
The provision (benefit) for taxes on earnings for the years ended December 31,
2000, 1999 and 1998 consists of:
(in thousands) 2000 1999 1998
- --------------------------- ------ ----- ----
Current:
Federal $ 273 $ 318 $ 79
State -- -- --
------ ----- -----
273 318 79
Deferred:
Federal 3,047 1,128 2,667
State 812 328 607
------ ------- ------
3,859 1,456 3,274
Change in valuation allowance -- -- (3,353)
Reversal of valuation allowance -- -- (10,403)
------ ------- -------
Total $ 4,132 $ 1,774 $(10,403)
====== ======== =======
Deferred tax assets (liabilities) by component at December 31, 2000 and 1999
were:
(in thousands) 2000 1999
- ------------------------------------------ --------- ---------
Net operating loss carryforwards.......... $ 1,411 $ 7,760
Alternative minimum tax credit carryforwards 1,924 1,400
Tax lease income.......................... (5,664) (6,309)
Receivable reserves....................... 348 305
Warranty reserves......................... 1,934 1,198
Inventory reserves........................ 622 455
Accrued promotion expenses................ 2,737 2,411
Sales related reserves.................... 1,052 939
Compensation reserves..................... 1,032 1,119
Other, net................................ 323 300
--------- ---------
Net deferred tax assets................... $ 5,719 $ 9,578
========= =========
The tax lease income resulted from the purchase of several 1983 tax lease
agreements to acquire tax benefits under the provisions of the Economic Recovery
Tax Act of 1981. The total cash price paid by the Company was $12.4 million. The
economic value of these leases was not impaired by the Tax Reform Act of 1986.
The Company realizes temporary tax savings from accelerated depreciation and
permanent tax savings from credits associated with the leases, subject to
statutory limitations. These savings offset current taxes payable, which would
otherwise have been due on income from normal operations.
Prior to 1996, the Company had a history of net losses resulting in a
significant net deferred tax asset and had resulted in a corresponding valuation
allowance. In the fourth quarter of 1998, due to the continued positive trend in
earnings and the successful launch of the Company's new products, management
concluded that there was no need for a valuation allowance because it was more
likely than not that all of the net deferred tax assets will be realized through
future taxable earnings. The reversal of the valuation allowance resulted in a
$10.4 million tax benefit being recorded in 1998.
At December 31, 2000, the Company has net operating loss carryforwards("NOL")
available to offset future taxable income, and alternative minimum tax credit
carryforwards to offset future income tax payments. The alternative minimum tax
credit carryforwards, amounting to $1,924,000 do not expire. During 2000, the
remaining $17,000 of investment tax credit carryforwards expired.
The net operating loss carryforwards expire as follows (in thousands):
Year of Expiration NOL
- ----------------------- ---------
2009................... $ 3,086
---------
Total.................. $ 3,086
=========
Until the Company has utilized its significant NOL carryforwards, the cash
payment of Federal income taxes will be minimal. The statutory federal income
tax rate (34%) is reconciled to the effective income tax rates as follows: (in
thousands)
Description 2000 1999 1998
- -------------------------------------- ------ ------ ------
Income taxes at statutory federal
income tax rate...................... $ 3,849 $ 1,957 $ 1,291
State taxes, net of federal income
tax benefit........................ 498 255 178
Utilization of net operating loss
carryforwards...................... -- -- (1,527)
Reversal of the valuation allowance... -- -- (10,403)
Permanent items....................... (215) (438) --
Other................................. -- -- 58
------ ------ ------
Income tax expense (benefit)..........$ 4,132 1,774 ( 10,403)
====== ====== ======
(3) FINANCING ARRANGEMENTS
The Company has a $36 million secured revolving credit facility. In October
1998, the Company and its lenders signed an amendment increasing the credit line
from $35 million to $38.7 million with the addition of a separate line secured
by the cash surrender value of certain life insurance policies owned by the
Company. This separate line was increased to $5 million in August 2000, at which
time the total line increased to $47.5 million. On December 29, 2000, the unused
cash surrender value line was not renewed and the revolving line of credit was
reduced to $36 million. This amendment also extended the expiration date of the
agreement until May 3, 2001 pending the completion of a new financing agreement
in connection with the acquisition of Lowrance Electronics, Inc. (see Note 14).
A further amendment extended the expiration date of the agreement to July 31,
2001. Borrowings and letters of credit issued under this agreement are
collateralized by the Company's assets, and usage is limited to certain
percentages of accounts receivable and inventory. Loans outstanding under the
agreement bear interest, at the Company's option, at the prime rate or at LIBOR
plus 2 percent. The majority of outstanding borrowings at December 31, 2000 bear
interest at 8.7%.
Maximum borrowings outstanding at any month-end were $17.3 million and $16.2
million in 2000 and 1999, respectively. The maximum value of letters of credit
outstanding at any month end were $22.0 million and $11.8 million in 2000 and
1999, respectively. At December 31, 2000, the Company had approximately $16.5
million available under its unused credit line.
Aggregate average borrowings outstanding were $10.0 million during 2000 and
$11.5 million during 1999 with weighted average interest rates thereon of 8.3%
and 7.8% during 2000 and 1999, respectively.
The credit agreement specifies that the Company may not pay cash dividends and
contains a material adverse change clause, which, under certain circumstances,
could accelerate the payment of the debt. The Company classifies the debt as
short-term for financial reporting purposes.
4) FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company's financial instruments include cash, accounts receivable, accounts
payable, short-term debt and letters of credit. The carrying values of cash,
accounts receivable and accounts payable approximate their fair value because of
the short maturity of these instruments. The carrying amounts of the Company's
bank borrowings under its credit facility approximate fair value because the
interest rates are reset periodically to reflect current market rates. The
letters of credit reflect fair value as a condition of their underlying purpose
and are subject to fees competitively determined in the marketplace. The
contract value/fair value of the letters of credit at December 31, 2000 and 1999
was $5.9 million and $8.9 million, respectively. These letters of credit are
only executed with major financial institutions, and full performance is
anticipated.
5) LEASE TRANSACTIONS
The Company leases facilities and equipment under noncancellable leases with
remaining terms of one year or more. The terms of these agreements provide that
the Company pay certain operating expenses. Some of these lease agreements also
provide the Company with the option to purchase the related assets at the end of
the respective initial lease terms.
Total minimum rental amounts committed in future years as of December 31, 2000
are as follows:
Operating Capital
(in thousands) Leases Leases Total
-------------- --------- ------- -----
2001 $ 42 $ 8 $ 50
2002 42 8 50
2003 42 6 48
2004 42 6 48
2005 42 6 48
Thereafter 630 -- 630
--------- ------- -----
Total $840 $ 34 $874
========= ======= =====
Total rental expense amounted to $208,000 in 2000, $191,000 in 1999 and $141,000
in 1998.
6) SHAREHOLDERS' EQUITY
PREFERRED STOCK -- Preferred stock is issuable from time to time in one or more
series, each of which may have such voting powers, designations, preferences,
relative participating, optional or other special rights, and qualifications,
limitations or restrictions thereof, as shall be stated and expressed in the
resolution or resolutions providing for the issue of such stock adopted by the
Board of Directors. No preferred stock has been issued.
EARNINGS PER SHARE
2000 1999 1998
Basic earnings per share:
Income available to common
shareholders (thousands) $ 7,189 $ 3,983 $14,200
Basic earnings per share:
Weighted-average shares
outstanding 6,141,834 6,019,543 6,180,592
========= ========= =========
Basic earnings per share $ 1.17 $0.66 $2.30
========= ========= =========
Diluted earnings per share:
Weighted-average shares
outstanding 6,141,834 6,019,543 6,180,592
Dilutive shares issuable
in connection with
stock option plans 912,125 494,625 706,750
Less: shares purchasable
with proceeds (659,700) (407,288) (418,645)
--------- --------- ---------
Total 6,394,259 6,106,880 6,468,697
========= ========= =========
Diluted earnings per share $ 1.12 $0.65 $2.20
========= ========= =========
Additionally, there were 232,500 anti-dilutive shares at December 31, 2000 and
312,500 anti-dilutive shares at both December 31, 1999 and December 31, 1998.
7) STOCK OPTION PLANS
The Company has six Stock Option Plans--2000, 2000 Outside Directors Plan, 1998,
1997, 1995, 1987 ("the Plans"). Under the terms of the Plans, the consideration
received by the Company upon exercise of the options may be paid in cash or by
the surrender and delivery to the Company of shares of its common stock, or by a
combination thereof. The optionee is credited with the fair market value of any
stock surrendered and delivered as of the exercise date. Options become
exercisable in annual 25% increments commencing twelve months after the date of
grant.
The Company applies Accounting Principles Board Opinion No. 25 and related
Interpretations in accounting for the Plans. Accordingly, no compensation cost
has been recognized as options are granted with an exercise price equal to the
fair market value of the Company's common stock on the date of grant. Had
compensation cost been determined consistent with SFAS No. 123, "Accounting for
Stock-Based Compensation", which requires measuring compensation cost at the
fair value of the options granted, the Company's net income and net income per
common share would have been adjusted to the pro forma amounts indicated below
(in thousands, except per share amounts):
2000 1999 1998
----- ------- -------
Net income: As reported $ 7,189 $ 3,983 $14,200
Pro forma 6,925 3,439 13,545
Net income per common share:
Basic: As reported $ 1.17 $0.66 $ 2.30
Pro forma 1.13 0.57 2.19
Diluted: As reported $ 1.12 $0.65 $ 2.20
Pro forma 1.08 0.56 2.09
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 45 percent; risk-free
interest rate ranging from 6 to 7 percent; and expected lives of 5 years.
A summary of certain provisions and amounts related to the Plans follows:
2000 1998 1997 1995 1987
Plans Plan Plan Plan Plan
- --------------------------------------- --------- ------- ------- ------- -------
Authorized, unissued shares originally
available for grant................... 325,000 310,000 300,000 300,000 150,000
Shares granted........................... 12,500 310,000 299,625 275,250 150,000
Shares available for grant at December 31,
2000.................................. 312,500 -0- 375 24,750 -0-
Options exercisable at December 31, 2000. -0- 100,000 163,750 144,125 21,375
A summary of the status of the Plans as of December 31, 2000, 1999 and 1998, and
changes during the years ended on those dates is presented below:
2000 1999 1998
----------------- ---------------- ----------------
Weighted Weighted Weighted
Average Average Average
Shares Exercise Shares Exercise Shares Exercise
Fixed Options (000) Price (000) Price (000) Price
- --------------------------------------- ------- --------- ------- -------- ------- --------
Outstanding at beginning of year 1,027 $4.58 1,124 $4.39 914 $3.82
Granted 118 6.16 100 4.13 288 6.36
Exercised (295) 3.55 (192) 3.36 (28) 2.88
Cancellations and Expirations (10) 2.79 (5) 2.88 (50) 6.13
------- ------- -------
Outstanding at end of year 840 5.18 1,027 4.58 1,124 4.39
Options exercisable at year end 429 531 518
Weighted-average fair value of options
granted during the year $2.96 $2.02 $3.07
The following table summarizes information about stock options outstanding at
December 31, 2000:
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 $3 115 $2.88 0.8 94 $2.88
$3.01 to $4.00 75 3.38 1.1 56 3.38
$4.01 to $5.00 100 4.13 2.6 25 4.13
$5.01 to $6.00 318 5.62 2.2 187 5.63
$6.01 to $7.00 195 6.52 5.9 48 6.80
$7.01 to $8.00 38 8.00 2.2 19 8.00
----- ---
Total 840 5.18 2.8 429 4.87
===== ===
(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 2000, 1999 and 1998 was $276,000, $245,000 and
$179,000, respectively.
As of December 31, 2000 and 1999, deferred compensation of $3.0 million and $2.6
million, respectively, was recorded as a long-term liability. The current
portion of the deferred compensation liability was included in accrued salaries
and commissions, and amounted to $253,000 at December 31, 2000 and 1999.
Deferred compensation obligations arise pursuant to outstanding key executive
employment agreements, the majority of which relates to the former president and
chief executive officer.
(9) COMMITMENTS
At December 31, 2000 and 1999, the Company had outstanding inventory purchase
orders with suppliers totaling approximately $34.8 million and $39.7 million,
respectively.
(10) INDUSTRY SEGMENT INFORMATION
The Company operates in only one business segment--consumer electronics (see
Note 1). The Company has a single sales department and distribution channel
which provides all product lines to all customers. Excluding Company-owned
tooling at suppliers with a net book value of $1,480,000 at December 31, 2000,
assets located outside the United States are not material. International sales
were $14.4 million, $4.9 million and $7.4 million in 2000, 1999 and 1998,
respectively. For 2000, approximately 63% of international sales were to
customers in Canada and 11% were to customers in Great Britain. In 1999, sales
to customers in Canada and Great Britain accounted for approximately 43% and 38%
of international sales, respectively. For 1998, sales to one particular country
were not material. In 2000, sales to two customers totaled 14.2% and 11.1% of
consolidated net sales. For 1999, sales to one customer totaled 16.2% of
consolidated net sales. In 1998, sales to two customers totaled 12.9% and 11.9%
of consolidated net sales. The Company does not believe that the loss of any one
customer would have a material adverse effect on its results of operations or
financial condition.
(11) ADVERTISING BARTER CREDITS
During 1992, the Company received $3.8 million of advertising credits in
exchange for certain discontinued products. These credits can be used to reduce
the cash cost of a variety of media services (by 30 to 50 percent) prior to
their expiration date, which has been extended to December 2001. The Company is
exploring opportunities to exchange a portion of the credits for various goods
and services used by the Company as well as the outright sale of the credits to
third parties. During 2000, 1999, and 1998, the Company utilized credits of
approximately $14,000, $2,000, and $6,000, respectively. In 1997, the Company
recorded a charge of $1.1 million to reduce the credits to their estimated net
realizable value. The credits had no net carrying value at December 31, 2000 and
1999.
(12) OTHER ASSETS
Other assets at December 31, 2000 and 1999 included the cash surrender value of
officers' life insurance policies. The cash value of officers' life insurance
policies is pledged as collateral for the Company's secured lending agreement
and is maintained to fund deferred compensation obligations (see Notes 3 and 8).
(13) CONTINGENCIES
The Company is subject to various unresolved legal actions, which arise, in the
normal course of its business. None of these matters is expected to have a
material adverse effect on the Company's financial position or results of
operations. However, the ultimate resolution of these matters could result in a
change in the Company's estimate of its liability for these matters.
(14) SUBSEQUENT EVENT
On January 5, 2001, the Company announced that it had entered into an agreement
to acquire all of the outstanding common stock of Lowrance Electronics, Inc. for
approximately $32 million in cash plus the assumption of $15 million in
anticipated debt at closing. For the year ended July 31, 2000, Lowrance reported
net sales of $73.2 million, pre-tax income of $1.5 million, and net assets of
$12 million. Lowrance is a leader in both sonar and global positioning systems.
The Company is in the process of finalizing financing for the acquisition
through the addition of both senior and subordinated debt and is also
negotiating a combined revolving line of credit at the same time. The
acquisition will be accounted for as a purchase. It is anticipated that the
senior debt would consist of an aggregate principal amount of up to $85 million
and subordinated debt would consist of an aggregate principal amount of $15
million. At December 31, 2000, $613,000 in costs incurred in connection with
this transaction have been capitalized in "Other Assets" in the Consolidated
Balance Sheets.
Quarterly Financial Data (Unaudited)
(In thousands, except per share amounts)
Quarter Ended
------------------------------------------------------------------------------------------
March 31 June 30 September 30 December 31
--------------------- --------------------- --------------------- ---------------------
2000 1999 2000 1999 2000 1999 2000 1999
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Net sales.........$ 21,299 $ 19,874 $ 35,847 $ 26,213 $38,573 $ 34,346 $ 48,846 $38,260
Cost of sales..... 15,163 14,809 25,880 19,700 27,702 26,082 35,038 27,950
Gross profit...... 6,136 5,065 9,967 6,513 10,871 8,264 13,808 10,310
Selling, general
and administra-
tive expense.... 5,156 4,829 6,746 5,091 7,435 6,362 8,624 7,258
Operating income.. 980 236 3,221 1,422 3,436 1,902 5,184 3,052
Tax provision 391 23 1,037 442 1,213 442 1,491
867
Net income 628 37 1,658 833 1,949 885 2,954 2,228
Net income per share (a):
Basic............. 0.10 0.01 0.27 0.14 0.32 0.15 .48 .37
Diluted........... 0.10 0.01 0.26 0.14 0.30 0.15 .46 .36
Weighted average shares outstanding:
Basic............. 6,146 6,077 6,130 6,019 6,132 5,981 6,160 6,003
Diluted........... 6,364 6,223 6,383 6,122 6,443 6,077 6,384 6,116
Stock Price:
High 6 1/2 5 1/8 8 3/8 4 5/8 7 1/2 4 1/2 6 3/8 6 3/8
Low 3 7/8 3 1/2 4 22/32 3 5 1/2 3 4 1/2 3 5/32
End of Quarter 5 7/8 3 3/4 6 3/4 4 5 15/16 3 3/16 5 1/2 4 15/16
Trading Volume 2,153 724 2,323 1,259 1,714 1,077 1,506 2,477
(a) The total quarterly income per share may not equal the annual amount because
net income per share is calculated independently for each quarter.
INDEPENDENT AUDITORS' REPORT
- ----------------------------
To the Board of Directors and Shareholders of
Cobra Electronics Corporation
Chicago, Illinois
We have audited the accompanying consolidated balance sheets of Cobra
Electronics Corporation and subsidiaries as of December 31, 2000 and 1999, and
the related consolidated statements of income, shareholders' equity, and cash
flows for each of the three years in the period ended December 31, 2000. Our
audits also included the financial statement schedule for the three years ended
December 31, 2000, 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 auditing standards generally accepted
in the United States of America. 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, 2000 and 1999, and the results of their operations
and their cash flows for each of the three years in the period ended December
31, 2000 in conformity with accounting principles generally accepted in the
United States of America. Also, in our opinion, such financial statement
schedule, when considered in relation to the consolidated financial statements
taken as a whole, presents fairly in all material respects the information set
forth therein.
DELOITTE & TOUCHE LLP
Chicago, Illinois
February 20, 2001
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
--------
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information in response to this item will be set forth under "Directors and
Nominees," in a definitive proxy statement to be filed by the Company pursuant
to Regulation 14A, within 120 days after the close of the Company's 2000 fiscal
year, which information is hereby incorporated by reference. The information
under "Section 16(a) Beneficial Ownership Reporting Compliance" included in the
definitive proxy statement is hereby incorporated by reference.
The executive officers of the Company are as follows:
Name, Age and Has Held Present Prior Business Experience
Present Position Position Since in Past Five Years
- -------------------- ---------------- -------------------------
James Bazet, 53, Jan. 1998 Executive Vice President and
President and Chief Chief Operating Officer,
Executive Officer* July 1997 to December 1997.
President and Chief Executive Officer,
Ryobi Motor Products Floor Care
Division, 1995 - 1997.
Carl Korn, 79, Nov. 1961
Chairman*
Gerald M. Laures, 53, Mar. 1994 Corporate Secretary,
Vice President-Finance July 1989 to present.
and Corporate Secretary*
Anthony Mirabelli, 59, Feb. 1997 Vice President of
Senior Vice President, Marketing, Uniden America
Marketing and Sales Corporation, 1992 - 1997.
Michael Smith, 47, Jan. 2001 Managing Director-
Senior Vice President Corporate Finance,
And Chief Financial Mesirow Financial, Inc.,
Officer July 1997-January 2001.
Managing Director, Buccino
& Associates, May 1989-July 1997.
* Is also a director.
ITEM 11. EXECUTIVE COMPENSATION
Information in response to this item will be set forth in a definitive proxy
statement to be filed by the Company pursuant to Regulation 14A within 120 days
after the close of the Company's 2000 fiscal year, and such information, other
than the information required by Item 402(k) ("Board Compensation Committee
Report on Executive Compensation") and Item 402(l) ("Performance Graph") under
Regulation S-K adopted by the Securities and Exchange Commission, is hereby
incorporated by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
Information in response to this item will be set forth in a definitive proxy
statement to be filed by the Company pursuant to Regulation 14A within 120 days
after the close of the Company's 2000 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 2000 fiscal year, and such information is
hereby incorporated by reference.
PART IV
-------
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
[a] Index to Consolidated Financial Statements and Schedules
--------------------------------------------------------
Page or
Schedule
Description Number
------------------------------------------------ --------
1. Consolidated Statements of Income for the
three years ended December 31, 2000.......... 15
Consolidated Balance Sheets as of December 31,
2000 and 1999................................ 16-17
Consolidated Statements of Cash Flows for the
three years ended December 31, 2000.......... 18-19
Consolidated Statements of Shareholders' Equity
for the three years ended December 31, 2000. 19
Notes to Consolidated Financial Statements...... 20-29
Quarterly Financial Data........................ 30
Independent Auditors' Report.................... 31
2. Schedule:
Valuation and Qualifying Accounts - For the three
years ended December 31, 2000................... 35
All other financial schedules have been omitted because the required
information is contained in the consolidated financial statements and
notes thereto, or such information is not applicable.
3. Exhibits:
See Index to Exhibits on pages 37 through 38.
[b] During the three months ended December 31, 2000 the Company filed no
Current Reports on Form 8-K.
Schedule II
COBRA ELECTRONICS CORPORATION
VALUATION AND QUALIFYING ACCOUNTS
FOR THE THREE YEARS ENDED DECEMBER 31, 2000
(in thousands)
-------------------------------------------
Balance at Additions Deductions Balance at
beginning charged to from end of
of period expense reserves Other,net period
---------- ---------- ---------- ---------- -----------
2000
- ----------------------------------
Allowance for claims and doubtful
accounts......................... $ 1,381 $ 916 $ (441)[a] $ 13[b] $ 1,869
Advertising barter credit
valuation allowance.............. $ 3,179 $ --- $ --- $ (15) $ 3,164
1999
- ----------------------------------
Allowance for claims and doubtful
accounts......................... $ 985 $ 399 $ (122)[a] $ 119 [b] $ 1,381
Advertising barter credit
valuation allowance.............. $ 3,180 $ --- $ --- $ (1) $ 3,179
1998
- ----------------------------------
Allowance for claims and doubtful
accounts......................... $ 958 $ 321 $ (294)[a] $ --- $ 985
Advertising barter credit
valuation allowance.............. $ 3,185 $ --- $ --- $ (5) $ 3,180
Tax valuation allowance........... $ 13,756 $ --- $ --- $ (13,756)[c] $ 0
[a] Uncollectible accounts written off.
[b] Net adjustments to the reserve with an offsetting entry to receivables.
[c] Decrease in allowance reflects the change in net deferred tax assets
excluding alternative minimum income tax paid, and includes reversal of
remaining $10,403 valuation allowance on December 31, 1998, as management
assessed that such valuation allowance was no longer necessary.
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
--------------------------
Michael Smith
Senior Vice President and
Chief Financial Officer
Dated: March 30, 2001
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.
---------------------------- Director, President and Chief Executive Officer
James Bazet
Director and Chairman of the Board
- -----------------------------
Carl Korn
Director
-----------------------------
William P. Carmichael
Director
-----------------------------
James W. Chamberlain
Director, Vice President - Finance and
----------------------------- Secretary (Principal Accounting Officer)
Gerald M. Laures
Director
-----------------------------
Ian R. Miller
Director
-----------------------------
Harold D. Schwartz
Senior Vice President and Chief Financial Officer
----------------------------- (Principal Financial Officer)
Michael Smith
INDEX TO EXHIBITS
-----------------
Exhibit
Number Description of Document
- ------- --------------------------------------------------------
10 Agreement and Plan of Merger dated as of January 4, 2001, by and among
Cobra Electronics Corporation, Blue Marlin, Inc. and Lowrance
Electronics, Inc. (incorporated by reference to Exhibit 2.1 to the
Current Report on Form 8-K of Lowrance Electronics, Inc. filed on
January 8, 2001).
3(i) Restated certificate of Incorporation, as amended October 28,1998
3(ii) Amended and Restated Bylaws, as amended October 28, 1998.
10-1 # 1985 Key Employees Nonqualified Stock Option Plan--Filed as exhibit
No. 10-6 to the Registrant's Form 10-K for the year ended December 31,
1985 (File No. 0-511), hereby incorporated by reference.
10-2 # 1986 Key Employees Nonqualified and Incentive Stock Option Plan--Filed
as exhibit No. 10-6 to the registrant's Form 10-K for the year ended
December 31, 1990 (File No. 0-511), hereby incorporated by reference.
10-3 # 1987 Key Employees Nonqualified and Incentive Stock Option Plan--Filed
as exhibit No. 10-7 to the Registrant's Form 10-K for the year ended
December 31, 1990 (File No. 0-511), hereby incorporated by reference.
10-4 # 1988 Key Employees Nonqualified and Incentive Stock Option Plan--Filed
as exhibit No. 10-8 to the Registrant's Form 10-K for the year ended
December 31, 1990 (File No. 0-511), hereby incorporated by reference.
10-5 # Deferred Compensation Plan dated as of December 23, 1992--Filed as
exhibit No. 10-19 to the Registrant's Form 10-K for the year ended
December 31, 1992 (File No. 0-511), hereby incorporated by reference.
10-6 # 1995 Key Employees Nonqualified and Incentive Stock Option Plan--filed
as Exhibit No. 10-23 to the Registrant's Form 10-K for the year ended
December 31, 1995 (File No. 0-511).
10-7 Non-Exclusive License Agreement between Cobra Electronics Corporation
and Yupiteru Industries Co., Ltd. dated as of May 21, 1996--filed as
Exhibit No. 10-27 to the Registrant's Form 10-K for the year ended
December 31, 1996 (File No. 0-511).
10-8 Non-Exclusive License Agreement between Cobra Electronics Corporation
and Sunkyong America, Inc. Dated as of May 1, 1996--filed as Exhibit
No. 10-28 to the Registrant's Form 10-K for the year ended December
31, 1996 (File No. 0-511).
10-9 # Employment Agreement between Cobra Electronics Corporation and Anthony
Mirabelli dated January 31, 1997--filed as Exhibit No. 10-29 to the
Registrant's Form 10-K for the year ended December 31, 1996 (File No.
0-511).
10-10 Termination of Safe Harbor Lease between Cobra Electronics Corporation
and the Department of Transportation of Maryland dated as of November
15, 1996--filed as Exhibit No. 10-30 to the Registrant's Form 10-K for
the year ended December 31, 1996 (File No. 0-511).
10-11 # Employment Agreement between Cobra Electronics Corporation and James
R. Bazet dated May 11, 1999--filed as Exhibit No. 10-16 to the
Registrant's Form 10-Q for the quarter ended June 30, 1999 (File No.
0-511).
10-12 Loan and Security Agreement dated February 3, 1998, by and between the
Registrant, LaSalle Business Credit, Inc. and LaSalle National Bank.
10-13 # 1998 Stock Option Plan, as amended, (incorporated by reference to
Exhibit 99.1 of the Registration Statement on Form S-8, File No, 333-
63501)
10-14 # Cobra Electronics Corporation Executive Deferred Compensation Plan
dated May 11, 1999.
10-15 # Cobra Electronics Corporation Deferred Compensation Plan For Select
Executives dated December 21, 1999.
10-16 # Cobra Electronics Corporation Executive Retirement Trust dated May
11, 1999 between Cobra Electronics Corporation and Gerald Laures, as
trustee, for the benefit of James Bazet dated May 11 1999.
10-17 # Employment Agreement addendum between Cobra Electronics Corporation
and Anthony Mirabelli dated April 22, 1999--filed as Exhibit No.
10-17 to the Registrant's Form 10Q for the quarter ended March 31,
2000 (File No. 0-511).
10-18 # 2000 Stock Option Plan (incorporated by reference to Exhibit 4.3 of
the Registration Statement on Form S-8, File No, 333-42164)
10-19 # 2000 Outside Directors Stock Option Plan(incorporated by reference to
Exhibit 4.3 of the Registration Statement on Form S-8, File No. 333-
42166.
10-20 *# Employment Agreement between Cobra Electronics Corporation and Michael
Smith dated January 17, 2001--filed as Exhibit No. 10-20 to the
Registrant's Form 10-K for the year ended December 31, 2000 (File No.
0-511).
21 * Subsidiaries of the Registrant.
23 * Consent of Deloitte & Touche LLP dated March 30, 2001
27 * Financial data schedule required under Article 5 of Regulation S-X.
- -----------------------------------------------------------------
* Filed herewith.
# Executive compensation plan or arrangement.
EXHIBIT 10-20
January 17, 2001
Mr. Michael Smith
150 Millstone Road
Deerfield, Illinois 60015
Dear Michael:
This letter is to confirm the terms of your employment with Cobra Electronics
Corporation (the "Company").
During the term of your employment pursuant to this agreement, you shall be
employed as Senior Vice President and Chief Financial Officer of the Company and
shall have the normal duties, responsibilities and attendant authorities of that
position, including, but not limited to, primary authority and supervisory
responsibility for all accounting, finance and human resource functions and all
other tasks as may be assigned from time to time by the President and Chief
Executive Officer. You shall report to the President and Chief Executive Officer
of the Company.
The term of your employment by the Company pursuant to this agreement shall
begin on January 31, 2001 and shall end on January 31, 2003 (the "Employment
Period") unless terminated earlier pursuant to paragraph 11 of this agreement.
In any event, the Company agrees to provide to you written notice, on or prior
to July 31, 2002, if the Company elects to (i) offer to you or not offer to you
a renewal of this agreement or (ii) offer to you a continuation of employment
upon other terms and conditions than are provided in this agreement. In the
event the Company either offers to you a renewal of this agreement or offers to
you a continuation of employment upon other terms and conditions than are
provided in this agreement, the Company and you agree to proceed promptly with
good faith negotiations toward the end of fulfilling the Company and your mutual
intent to reach agreement, no later than January 31, 2003, as to the terms and
conditions of such continuation of employment. In the event the Company and you
are unable to reach agreement as to such terms and conditions within such
period, it shall be deemed to be a timely notice that the Company does not
intend to continue your employment beyond the Employment Period.
During your employment by the Company pursuant to this agreement, you shall
receive a regular annual salary at the rate per period hereinafter set forth,
payable every two weeks. Such annual salary shall be $195,000 for the period
January 31, 2001 through and including January 31, 2002 (the "First Annual
Period") and shall be $215,000 for the period February 1, 2002 through and
including January 31, 2003 (the "Second Annual Period"). Your salary will be
subject to annual review of the Compensation Committee of the Company's Board of
Directors, but in no event shall your salary for any Annual Period be reduced
below the rate set forth above for that Annual Period. In addition to your
regular annual salary, you shall also receive for each Annual Period a Company
performance bonus of up to 28% of your regular annual salary for that Annual
Period (the "maximum Company performance bonus amount") and an individual
performance bonus of up to 7% of your regular annual salary for that Annual
Period (the "maximum individual performance bonus amount"). Except as provided
elsewhere herein, you shall only be entitled to receive any bonus for an Annual
Period if you are employed by the Company throughout the Annual Period.
As for the Company performance bonus, no later than 90 days after the beginning
of the First Annual Period, and no later than the first day of the Second Annual
Period, the Chief Executive Officer of the Company (i) shall choose performance
criteria of the Company and/or the subsidiaries of the Company that shall be
applicable for that Annual Period, (ii) shall determine a goal amount for such
performance criteria such that, if the goal amount is attained for the Annual
Period, you will receive a Company performance bonus for the Annual Period equal
to the maximum Company performance bonus amount for the Annual Period.
As for the individual performance bonus, no later than 90 days after the
beginning of the First Annual Period, and no later than the first day of the
Second Annual Period, the Chief Executive Officer of the Company shall in his
sole discretion choose one or more personal performance goals that shall be
applicable for such Annual Period. As soon as administratively practicable after
the end of each Annual Period, the Chief Executive Office shall determine, in
his sole discretion, whether such goals for the Annual Period were attained
during the Annual Period. If such goals are so determined to have been attained,
you shall receive an individual performance bonus equal to the individual
performance bonus maximum amount for the Annual Period. If such goals are not so
determined to have been attained, you shall receive any percentage, including
zero percentage, of such individual performance bonus maximum amount for the
Annual Period as determined by the Chief Executive Officer in his sole
discretion. You also shall receive $10,000 each Annual Period to be used for
prerequisites of your choice, payable in monthly payments of $833.33 while you
are employed by the Company, in lieu of any other allowances.
You also shall receive a bonus of $15,000 upon commencement of your employment
on January 31, 2001, and you also shall receive a bonus of $15,000 upon the
closing of the first business acquisition transaction of the Company occurring
after January 31, 2001 while you are employed by the Company.
If you are a full-time employee of the Company on January 31, 2001 the Company
shall grant to you a stock option to purchase an aggregate of 75,000 shares of
the Company's common stock, the per share exercise price for which will be 100%
of the closing price on the date of grant of a share of common stock. Any such
stock option to be granted on January 31, 2001 shall become exercisable, if you
are employed by the Company (i) on January 31, 2002 as to 25% of the number of
shares of common stock subject to such option; (ii) on January 31, 2003 as to an
additional 25% of the number of shares of common stock subject to such option
(50% on a cumulative basis); (iii) on January 31, 2004 as to an additional 25%
of the number of shares of common stock subject to such option (75% on a
cumulative basis); and (iv) on January 31, 2005 as to an additional 25% of the
number of shares of common stock subject to such option (100% on a cumulative
basis).
If you are a full-time employee of the Company on January 31, 2002, the Company
shall grant to you a stock option to purchase an aggregate of 75,000 shares of
the Company's common stock, the per share exercise price for which will be 100%
of the closing price on the date of grant of a share of common stock. Any such
stock option to be granted on January 31, 2002 shall become exercisable, if you
are employed by the Company, (i) on January 31, 2003 as to 25% of the number of
shares of common stock subject to such option; (ii) on January 31, 2004 as to an
additional 25% of the number of shares of common stock subject to such option
(50% on a cumulative basis); (iii) on January 31, 2005 as to an additional 25%
of the number of shares of common stock subject to such option (75% on a
cumulative basis); and (iv) on January 31, 2006 as to an additional 25% of the
number of shares of common stock subject to such option (100% on a cumulative
basis).
Any such option may, in the sole discretion of the committee designated by the
Company's Board of Directors to administer the COBRA Electronics Corporation
2000 Stock Option Plan or any other stock option plan maintained by the Company
(an "Option Plan"), be granted under and subject to the terms and conditions of
such Option Plan, and will in all respects be consistent with options granted
under the terms of such Option Plan, as determined by such committee; provided,
however, that no such option shall be exercised later than ten years after its
date of grant, each such option shall be exercised by payment in cash or in any
other manner permitted by such committee, and each such option shall, in the
event a Change of Control occurs, be immediately exercisable in full in a manner
consistent with this sentence.
For the purpose of this agreement, a Change of Control shall be deemed to have
occurred if: (i) any person, including a group within the meaning of Section
13(d)(3) of the Securities Exchange Act of 1934, as amended, acquires the
beneficial ownership of, and the right to vote, shares having at least 50
percent of the aggregate voting power of the class or classes of capital stock
of the Company having the ordinary and sufficient voting power (not depending
upon the happening of a contingency) to elect at least a majority of the
directors of the board of directors of the Company, or (ii) as the result of any
tender or exchange offer, substantial purchase of the Company's equity
securities, merger, consolidation, sale of assets or contested election, or any
combination of the foregoing transactions, the persons who were directors of the
Company immediately prior to such transaction or transactions shall not
constitute a majority of the board of directors (or the board of directors of
any successor to or assign of the Company) immediately after the next meeting of
stockholders of the Company (or such successor or assign) following such
transaction, or (iii) there is consummated a reorganization, merger or
consolidation of the Company or sale or other disposition of all or
substantially all of the assets of the Company (a "Corporate Transaction"),
excluding any Corporate Transaction pursuant to which (A) all or substantially
all of the individuals or entities who are the beneficial owners, respectively,
of the outstanding voting securities immediately prior to such Corporate
Transaction will beneficially own, directly or indirectly, more than 50% of the
combined voting power of the outstanding securities entitled to vote generally
in the election of directors of the corporation resulting from such Corporate
Transaction (including, without limitation, a corporation which as a result of
such transaction owns the Company or all or substantially all of the Company's
assets either directly or indirectly) in substantially the same proportions
relative to each other as their ownership, immediately prior to such Corporate
Transaction, of the outstanding voting securities, (B) no person (other than the
Company, any employee benefit plan (or related trust) sponsored or maintained by
the Company or any corporation controlled by the Company) will beneficially own,
directly or indirectly, 50% or more of the combined voting power of the
outstanding securities of the corporation resulting from such Corporate
Transaction entitled to vote generally in the election of directors, and (C) the
persons who were directors of the Company immediately prior to such Corporate
Transaction will constitute at least a majority of the board of directors of the
corporation resulting from such Corporate Transaction.
During your employment hereunder, you shall be entitled to participate in such
employee benefits including, but not limited to, life, short and long term
disability and health insurance and other medical benefits (after you have
completed any applicable qualifying period) as the Company makes available to
individuals employed by the Company at the Senior Vice President level. The
Company will reimburse you for your portion of any premium payments under your
current employer's medical plan, life insurance plan and short and long-term
disability plans paid by you from January 31, 2001 until March 1, 2001 in order
for you to maintain medical and life insurance coverage for you, your spouse and
your children during such period and in order for you to maintain short and
long-term disability coverage for you during such period. In addition, the
Company will reimburse you for your premium payments for any life insurance
coverage purchased by you for yourself for such period in an amount not in
excess of the amount of coverage to be provided to you by the Company effective
March 1, 2001.
You shall be reimbursed for all of your reasonable and necessary business
expenses incurred in performing your duties for the Company upon presentation to
the Company of the Company's standard forms for expense reimbursement. If you
are a full-time employee of the Company on July 31, 2001, you shall become
entitled to a benefit from the Company pursuant and subject to the terms and
conditions of (including but not limited to the vesting provisions of) the COBRA
Electronics Corporation Deferred Compensation Plan for Select Executives as in
effect as of the date hereof or any similar plan which the Company adopts for
this purpose provided, however, that for purposes of any such plan your years of
service shall be the number of complete years included in the period of time
commencing on January 31, 2001 and ending on the date your employment with the
Company terminates.
In the event your employment with the Company is terminated by the Company prior
to the end of the Employment Period for reasons other than for "Cause" (as
defined below), the Company shall continue to make biweekly payments to you in
an amount equal to your regular biweekly salary (described in Paragraph 3)
("continued salary payments") until the Company has made 13 such payments to you
or until the end of the Employment Period, whichever occurs later; provided,
however, that if a Change of Control occurs between January 31, 2001 and the
date of such termination of employment, then the Company shall continue to make
such biweekly payments until the Company has made 26 such payments to you or
until the end of the Employment Period, whichever occurs later. The Company's
obligation to make such payments to you shall be reduced by any salary,
commission or other type of compensation paid or payable to you as a result of
your subsequent employment, contract or engagement with any new employer if such
employment, contract or engagement commences prior to the end of such payments.
In addition, (i) the Company shall while making continued salary payments pay
your cost of continued health and dental coverage under the Company's group
health and dental plans for such period as you elect pursuant to the
Consolidated Budget Reconciliation Act of 1984 ("COBRA"), (ii) the Company shall
pay a pro-rata portion of the Company performance bonus described in paragraph 4
of this agreement for the Annual Period during which your termination of
employment occurs, such portion to be determined based on the number of days
during such Annual Period during which you are employed by the Company plus the
number of days during such Annual Period for which the Company is making
continued salary payments, and (iii) any stock options granted to you pursuant
to paragraph 7 of this agreement which are not incentive stock options shall,
subject to the third paragraph of paragraph 7 of this agreement, continue to
become exercisable pursuant to the schedule described in paragraph 7, and shall
remain exercisable, until the last day on which the Company makes a continued
salary payment as if you had remained employed by the Company until such date.
Except as otherwise provided herein, all of your remaining benefits, including
the continued vesting and exercisability of Company stock options, shall
immediately end upon your termination of employment, whether by expiration of
the Employment Period or otherwise.
The Company may at any time terminate your employment with the Company for
"Cause", which shall mean embezzlement, misappropriation, theft or other
criminal conduct, of which you are convicted, related to the property or assets
of the Company or your willful refusal to perform or substantial disregard of
your duties assigned to you by the Chief Executive Officer of the Company,
unless you have reasonable and just cause for such refusal to perform or
disregard of your duties or unless you commence immediate corrective actions
within 15 days after the Chief Executive Officer gives you notice of his
objection to your refusal to perform or disregard of your duties. If the Company
terminates your employment for Cause, you shall be entitled to salary through
and including the effective date of your termination of employment, and all
other benefits provided for hereunder shall immediately cease. Except as
otherwise provided herein, all of your remaining benefits, including the
continued vesting and exercisability of incentive stock options, shall
immediately end upon your termination of employment, whether by expiration of
the Employment Period or otherwise.
If prior to your termination of full-time employment with the Company pursuant
to this agreement (i) you are removed as Chief Financial Officer or as a Senior
Vice President of the Company, (ii) you are demoted in title or responsibilities
and duties, (iii) your principal permanent office with the Company is relocated
to a location more than 50 miles from the Company's headquarter location (in
Chicago, Illinois) as of the date of this agreement, (iv) you are prevented by
the Chief Executive Officer or Board of Directors or employees of the Company
from exercising the duties and responsibilities of the Chief Financial Officer,
or (v) there is a material breach by the Company of a material provision of this
agreement and such breach remains uncured for at least sixty (60) days following
written notice from you, and as a result thereof you terminate your employment
with the Company, then you shall be entitled, as of the effective date of your
termination of employment, to (I) salary through and including the effective
date of your termination of employment, and (II) continued biweekly payments to
you in an amount equal to your regular biweekly salary (described in paragraph
3) ("continued salary payments") until the Company has made 13 such payments to
you or until the end of the Employment Period, whichever occurs later; provided,
however, that if a Change of Control occurs between January 31, 2001 and the
date of such termination of employment, then the Company shall continue to make
such biweekly payments until the Company has made 26 such payments to you or
until the end of the Employment Period, whichever occurs later; and, provided,
further, that, during any period during which you are receiving payments you
shall remain subject to the provisions of paragraph 12 of this agreement. The
Company's obligation to make such payments to you shall be reduced by any
salary, commission or other type of compensation paid or payable to you as a
result of your subsequent employment, contract or engagement with any other
employer if such employment, contract or engagement commences prior to the end
of such payments. In addition, (i) the Company shall while making continued
salary payments pay your cost of continued health and dental coverage under the
Company's group health and dental plans for such period as you elect pursuant to
COBRA, (ii) the Company shall pay a pro-rata portion of the Company performance
bonus described in paragraph 4 of this agreement for the Annual Period during
which your termination of employment occurs, such portion to be determined based
on the number of days during such Annual Period during which you are employed by
the Company plus the number of days during such Annual Period for which the
Company is making continued salary payments, and (iii) any stock options granted
to you pursuant to paragraph 7 of this agreement which are not incentive stock
options shall, subject to the third paragraph of paragraph 7 of this agreement,
continue to become exercisable pursuant to the schedule described in paragraph
7, and shall remain exercisable, until the last day on which the Company makes a
continued salary payment as if you had remained employed by the Company until
such date. Except as otherwise provided herein, all of your remaining benefits,
including the continued vesting and exercisability of incentive stock options,
shall immediately end upon your termination of employment, whether by expiration
of the Employment Period or otherwise.
If prior to the end of the Employment Period you terminate your employment with
the Company and the immediately preceding paragraph does not apply, you shall be
entitled to salary through and including the effective date of your termination
of employment, and all other benefits provided for hereunder shall immediately
cease. Except as otherwise provided herein, all of your remaining benefits,
including the continued vesting and exercisability of Company stock options,
shall immediately end upon your termination of employment, whether by expiration
of the Employment Period or otherwise.
If prior to the end of the Employment Period either you terminate your
employment with the Company and the third paragraph of this paragraph 11 applies
or your employment is terminated by the Company for reasons other than for
Cause, the Company shall provide you with an executive outplacement program of
your choice, but the program will be subject to similar terms and conditions as
the Company's other executive outplacement program. These conditions include a
maximum fee of 15% of your total compensation and monthly reports from the
outplacement firm of your active job search.
After the payment of any applicable amounts described in this paragraph 11, you
shall have no further rights to recover any amounts from the Company. If at any
time while you are employed by the Company you die or are determined in good
faith by the Board of Directors of the Company to be disabled, the Company may
immediately terminate this agreement and your employment. Any such termination
of your employment will be with the same consequences as if it were for Cause.
For the purpose of this agreement, you shall be deemed to be disabled if you are
physically or mentally unable to perform your duties for a period of 180
consecutive days.
For a one-year period following the termination of your employment by your
decision or by the Company for Cause, you shall not for the benefit of yourself
or any business or other entity solicit, directly or indirectly, any of the
Company's employees, or solicit, directly or indirectly, any of the customers of
the Company for products which are currently marketed or which have been
announced by the Company. In addition, at no time following any termination of
your employment shall you disclose or in any way use the confidential and
proprietary information obtained during the course of your employment with the
Company, including, but not limited to, the Company's financial and product
information and information relating to the Company's customer and supplier
relations.
If, at any time of enforcement of any provisions of paragraph 12 of this
agreement, a court holds that the restrictions stated therein are unreasonable
under the circumstances then existing, you agree that the maximum period, scope,
or geographical area reasonable under such circumstances will be substituted for
the stated period, scope or area. You acknowledge that the services to be
rendered by you hereunder are unique and personal. Accordingly, you may not
assign any of your rights or delegate any of your duties or obligations under
this agreement. The Company may assign its rights, duties or obligations under
this agreement to a purchaser or transferee of all, or substantially all, of the
assets of the Company. The waiver by either party of a breach by the other party
of any provision of this agreement shall not be valid unless in a writing signed
by the non-breaching party, and any valid waiver shall not operate or be
construed as a waiver of any subsequent breach.
This agreement embodies the entire agreement and understanding of the parties
hereto with respect to the matters described herein and supersedes any and all
prior and/or contemporaneous agreements and understandings, oral or written,
between the parties.
This agreement shall be, in all respects, construed in accordance with and
governed by the laws of the State of Illinois.
Michael, I sincerely hope that you choose to accept the offer outlined above and
become part of the Cobra team. I believe that the terms outlined in this letter
are consistent with that which we have discussed. If you are in agreement,
please sign in the appropriate place below and return to me as soon as possible.
Best regards,
James Bazet
President and Chief Executive Officer
Accepted by: ________________________
Date: ________________________