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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, 1994
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 60635
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (312) 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. [ ]
The aggregate market value of the voting stock held by non-affiliates of the
Registrant at March 10, 1995 was approximately $11,675,000. The number of
shares of Registrant's Common Stock outstanding at that date was
6,226,648.
Portions of the Registrant's Definitive Proxy Statement relating to the Annual
Meeting of Shareholders to be held May 9, 1995, are incorporated by reference
into Part III of this Report.
Page 1
PART I
------
ITEM 1. BUSINESS:
GENERAL
Cobra Electronics Corporation (the "company") was incorporated in Delaware in
1961 and is a designer and wholesale marketer of consumer electronics
products. The company markets products under the COBRA brand name. The
company also markets clock radios under the LLOYD'S brand name. Management
believes that the company's future success will depend upon its ability to
predict and respond in a timely and effective manner to changes in the markets
it serves. Product performance, reliability, price, availability and service
are the main competitive factors, with sales also being dependent upon timely
introduction of new products which incorporate new features desired by
consumers at competitive prices.
RECENT DEVELOPMENTS
The company strengthened its senior management team in late 1994 and early
1995 with the additions of a chief operating officer, a vice president of
operations and a vice president of marketing. These additions to senior
management bring new skills to the company, particularly in the consumer
marketing and product development areas.
During 1994, the company called for a national campaign to improve highway
safety by expanding the use of radar technology to alert motorists, who have
radar detectors, about hazardous travel conditions and approaching emergency
vehicles. To facilitate the expansion of safety radar use, the company has
developed equipment that transmits unique signals that trigger audible and
visual alarms on all brands of existing automotive radar detectors. The
company is currently working with agencies and organizations concerned with
highway safety, and manufacturers of traffic radar systems and detectors, to
cooperate in using this technology to reduce highway accidents. Recently,
this technology received formal approval for use by the Federal Communications
Commission, which allowed the company to begin shipping Safety Alert
(trademark) radar transmitters. By the end of 1995, the company expects to
have Safety Alert radar transmitters on law enforcement and other emergency
vehicles nationwide.
PRODUCTS
The company operates only in the consumer electronics industry. Principal
products include:
Mobile Electronics: Citizen Band ("CB") Radios
Integrated Laser/Radar Detectors
Telecommunication: Cordless Telephones
Phone Answering Systems
Audio: Clock Radios
Page 2
The following table shows the company's percentages of net sales by product
category for the three years ended December 31, 1994.
1994 1993 1992
---- ---- ----
Mobile Electronics Products 67% 61% 57%
Telecommunication Products 32% 31% 28%
Audio Products 1% 8% 15%
---- ---- ----
Total Net Sales 100% 100% 100%
==== ==== ====
One of the company's primary strengths is its product sourcing ability.
Substantially all of the company's products are manufactured to its
specifications and engineering designs by a number of suppliers in
China, Hong Kong, Japan, Korea, Malaysia, Taiwan, Thailand and the U.S.A.
Through its Cobra Electronics (HK) Ltd. subsidiary in Hong Kong, the company
maintains stringent control over the design and production quality of its
products. Thesubsidiary also helps to seek out new suppliers, monitor
technological changes and evaluate new products and product enhancements.
Over a period of years, the company has developed a network of suppliers for
its products. To maintain flexibility in product sourcing, the company has
not entered into long-term contracts with any of its suppliers. Despite
management's belief that it maintains strong relationships with its current
suppliers, it also believes that, if necessary, other suppliers could be
found. The extent to which a change in a supplier would have an adverse
effect on the company's business depends upon the timing of the change, the
product or products that the supplier produces for the company and the volume
of that production. The company also maintains insurance coverage that would,
under certain limited circumstances, reimburse the company for lost profits
resulting from a vendor's inability to fulfill its commitments to the company.
The company competes primarily in the United States with various manufacturers
and distributors of mobile electronics products and telecommunication
products. The company competes principally on the basis of product features
and price and expects the market for its products to remain highly
competitive. The company negotiates substantially all of its purchases in
U.S. Dollars to protect itself from currency fluctuations. Assets located
outside of the United States, excluding company-owned tooling at suppliers,
are not material.
Research, engineering and product development expenditures are expensed as
incurred. For 1994, 1993 and 1992, these expenditures amounted to $1.1
million, $1.0 million and $1.4 million, respectively.
Except for certain patents, such as its patented INTENNA (Registered
Trademark) technology, the company does not believe that patents are of
material importance to its products. However, should the company develop a
unique technology, patents will be applied for to preserve exclusivity,
wherever possible.
Page 3
Mobile Electronics Products: These products, which include CB radios and
integrated laser/radar detectors, are marketed under the COBRA trademark. The
company is the industry leader in CB radios, most of which are purchased by
professional drivers. In this segment, a significant portion of the market is
made up of replacement purchases, often upgrades. The company was the first
CB radio marketer to combine a National Weather Service receiver with a mobile
CB radio, enabling motorists to obtain travel informationbroadcasts. As a
major enhancement of this feature, the company also introduced the industry's
first mobile CB radio that incorporates an automatic alert feature to warn of
National Weather Service emergency travel advisories. The company also
markets CB radios to nonprofessional drivers and hand-held CB radios for sport
and recreational use.
Cobra is also one of the leading brands in integrated laser/radar detectors.
Cobra commands significant market share by offering innovative products with
the latest technology. For example, in 1992, the company introduced the
industry's first detector to monitor the new laser speed detection guns.
Additionally, at the January 1994 International Consumer Electronics Show, the
company called for a national campaign to improve highway safety by expanding
the use of radar technology to alert motorists, who have radar detectors,
about hazardous travel conditions and approaching emergency vehicles. As
discussed above in RECENT DEVELOPMENTS, the company's pioneering safety radar
technology recently received formal approval for use by the Federal
Communications Commission.
Major competitors in mobile electronics products include Cincinnati Microwave,
Beltronics, Whistler, Uniden, Radio Shack (Tandy Corp.), General Electric and
Midland.
Telecommunication Products: These products, which include cordless phones
and telephone answering systems, are marketed under the COBRA trademark. The
company entered the telecommunications market in 1979 with its first cordless
telephone and has since supplemented that entry with other innovative new
products. For example, the company introduced the market's first two-line
cordless phone and the first cordless phone answering system. In 1989, the
company introduced its first INTENNA cordless phone, which utilized the
company's patented technology to eliminate the external handset antenna, an
industry first. The company later refined this technology to also make it
possible to eliminate the base antenna, as well. Currently, Cobra offers the
only cordless phones in the marketplace that have no external handset or base
antennas. This eliminates the problem of antennas that can bend, break, or get
in the way, and makes it easier to mount the product under cabinets in the
kitchen or on book shelves in other rooms. The company offers these phones in
a variety of designer colors, another industry first.
In 1993, the company began offering INTENNA models with electronic voice
scrambling to ensure complete security by eliminating potential eavesdropping
over scanning radios, baby monitoring devices and other cordless phones. The
company also has entered the fast-growing 900 MHz cordless phone market. In
mid-1993, the company began shipments of its INTENNA 900 which was the first
900 MHz phone incorporating digital spread spectrum, a technology derived from
military signal encryption to ensure conversation privacy. The INTENNA 900
also offers extended range and interference-free use making the phone ideal
for both office and home use.
Page 4
In the market for phone answering systems, the company began shipping two new
all digital cordless phone answering systems in late 1994. Ideal for home or
office use, these models offer electronic voice mail, with one offering up to
five different users the opportunity to record and retrieve messages. In
addition, the company will soon begin shipping a new stand-alone phone
answering system that uses all digital technology.
The telecommunications market is dominated by large companies, including AT&T,
General Electric, Panasonic, Sony, and Southwestern Bell. Because of this,
the company's strategy is to look for profitable niches and position Cobra as
an alternative line of quality products with innovative features at
competitive prices.
SALES AND DISTRIBUTION
Demand for consumer electronics products is seasonal. Historically, sales in
the last half of the year are greater than in the first half, reflecting
increased purchases by retailers for the holiday selling season.
In 1994, sales to QVC, Inc. represented 10.2% of net sales. For the years
1993 and 1992, there were no sales in excess of 10% of total net sales to a
single customer or a group of entities under common control. The company does
not believe that the loss of any one customer would have a material adverse
effect on the business of the company. The company's foreign sales were $11.7
million, $9.3 million, and $6.3 million in 1994, 1993 and 1992, 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 placed. As a result, order backlog is not significant.
Cobra products are distributed through a strong, well-established network of
approximately 400 retailers and distributors located primarily in the United
States. Approximately 60 percent of the sales are made directly to the mass
marketers, such as catalog showrooms, consumer electronics specialty stores,
large department store chains, television home-shopping, direct-mail
merchandisers, home centers and specialty stores, which feature telephone
products or mobile electronics products. Because of changes in the retail
marketplace, the company has sought to expand its distribution to retailers
that offer assisted-selling environments to help consumers be better informed
about product features and functions when making purchase decisions. The
company believes that these retailers are more profitable because they offer
higher margins and lower servicing costs. The remaining sales are through
two-step wholesale distributors that carry Cobra products to fill orders for
truck stops, small department stores and appliance dealers. 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 selling rights under the LLOYD'S trademark
excludes Canada and Europe. The company believes the COBRA trademark, which
is indefinitely renewable by the company, is a significant factor in the
successful marketing of its products.
Page 5
EMPLOYEES
As of December 31, 1994, the company employed 146 persons in the U.S. and 14
in its international operations. None of the company's employees is a member
of a union.
ITEM 2. PROPERTIES:
The company owns three adjacent buildings in Chicago, Illinois containing a
total of 250,000 square feet of office and warehouse space. Maxtec
International Corporation leases approximately 83,000 square feet under an
agreement that will expire on December 31, 1996. The company believes that
its facilities are adequate to meet its current needs.
ITEM 3. LEGAL PROCEEDINGS:
Certain lawsuits and claims are pending against the company. However, after
consultation with legal counsel on these matters, management believes that the
liabilities which may result from these cases, if any, will not be material to
the company's results of operations or financial position.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS:
None.
PART II
-------
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
SHAREHOLDER MATTERS:
The company's common stock trades on The Nasdaq Stock Market under the symbol
COBR. As of March 10, 1995, the company had approximately 1,400 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.
Page 6
STOCK PRICE AND TRADING VOLUME DATA
STOCK PRICE RANGE
------------------------------------------------------------- TRADING VOLUME
1994 1993 1992 (in thousands)
------------------- ------------------- ------------------- ---------------------
Quarter High Low High Low High Low 1994 1993 1992
- - ----------- --------- --------- --------- --------- --------- --------- ------- ------- -------
First...... $ 3 7/8 $ 2 9/16 $ 4 3/8 $ 3 $ 6 1/4 $ 3 3/8 1,821 993 740
Second..... 3 3/4 2 1/2 3 5/8 2 5/8 4 5/8 3 1,435 549 568
Third...... 3 1/2 2 3/8 3 1/8 2 1/8 4 3 1/8 694 1,154 693
Fourth..... 3 1 3/4 3 7/8 2 5/8 4 3/8 3 1/2 1,264 1,083 542
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) 1994 1993 1992 1991 1990
- - ------------------------------------------------- ---------- ---------- ---------- ---------- ----------
Operating Data:
Net sales......................................... $ 82,131 $98,844 $ 117,733 $ 135,901 $ 168,987
Gross profit...................................... 14,466 13,903 14,945 20,858 28,555
Selling, general and administrative expense....... 14,602 15,741 19,433 22,206 27,301
Operating income (loss)........................... (136) (2,914) (5,683) (4,848) 1,254
Loss from continuing operations before cumulative
effect of a change in accounting principle...... (1,515) (4,392) (8,679) (5,656) (1,589)
Loss from discontinued operation, net of taxes.... --- --- --- --- (4,254)
Loss on disposal of discontinued operation,
net of taxes.................................... --- --- --- --- (2,577)
Cumulative effect of a change in accounting
principle....................................... --- --- (835) --- ---
Net Loss.......................................... (1,515) (4,392) (9,514) (5,656) (8,420)
Loss per share:
Continuing operations before cumulative effect
of a change in accounting principle............. (0.24) (0.70) (1.39) (0.90) (0.26)
Discontinued operation............................ --- --- --- --- (0.68)
Disposal of discontinued operation................ --- --- --- --- (0.42)
Cumulative effect of a change in accounting
principle....................................... --- --- (0.13) --- ---
Net loss.......................................... (0.24) (0.70) (1.52) (0.90) (1.36)
As of December 31:
Total assets...................................... 40,342 46,389 54,286 72,807 95,049
Long-term debt................................ --- --- 15,038 14,335 30,361
Shareholders' equity.............................. 19,429 20,960 25,477 35,082 40,715
Book value per share.............................. 3.38 3.62 4.33 5.86 6.70
Shares outstanding................................ 6,227 6,227 6,227 6,220 6,266
Borrowings under the company's credit agreement at December 31,
1994 and 1993, were $11,461,000 and $13,689,000, respectively, and were
classified as short-term debt.
Page 7
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS:
CORPORATE OVERVIEW
In 1994, the company made great strides toward its goal of returning to
profitability. The company continued to improve its customer mix and product
offerings, which resulted in a substantial increase in its gross margin. The
gains from improved gross margins were partially offset by product
availability problems experienced in the second half of 1994. The company
significantly reduced its annual loss in 1994 compared to the prior year.
The company strengthened its senior management team in late 1994 and early
1995 with the additions of a chief operating officer, a vice president of
operations and a vice president of marketing. These additions to the
company's senior management bring new skills to the company, particularly in
the consumer marketing and product development areas.
Management expects that its sales decline will reverse in 1995 and that the
company's successful effort to improve product lines, develop a more favorable
customer mix and resolve the product availability problems will result in a
profitable 1995.
RESULTS OF OPERATIONS
1994 Compared to 1993
- - ---------------------
Sales for 1994 were $82 million compared to $99 million in 1993. The net loss
for 1994 was $1.5 million, or $.24 per share, compared to $4.4 million, or
$.70 per share in 1993. The sales decline reflected mainly lower unit sales
volumes in all principal product lines, except CB radios. In addition, the
prior year included $5 million in sales from the company's former Professional
Products Group, which was sold in late 1993.
Sales of mobile electronics products (including CB radios, integrated
laser/radar detectors and single unit laser and radar detectors) declined
approximately $5 million in 1994 compared to 1993. The decline reflected
mainly lower unit sales of detectors and was partially offset by higher CB
sales. Sales of integrated laser/radar detectors were down due to the
company's decision to limit its purchases of certain models to better assist
in controlling inventory, which resulted in lower 1994 sales. Also, the prior
year sales benefited from large closeout sales of three-band radar detectors
that coincided with the introduction of two new integrated detector models.
Besides an overall increase in demand for CB radios compared to the prior
year, the current period benefited from sales of the company's new weather-
alert CBs, which were introduced in the second quarter of 1994.
Telecommunication product sales were down approximately $5 million, mainly
because of lower phone answering system sales. Sales of phone answering
systems declined because of the company's strategy to refocus the product line
to offer only all-digital models, which would not be available in meaningful
quantities until early 1995. Sales of the company's ten-channel INTENNA
cordless phones fell slightly from the prior year because of product shortages
during the peak sales season. These temporary product shortages were the
result of production delays for several new models and the company's
underestimate of demand for several existing models when it placed orders with
its vendors earlier in the year.
Page 8
Combined unit sales for both telecommunication products and mobile
electronics products declined approximately 7% in 1994. The remaining sales
decline was attributable to reduced sales of Lloyd's clock radios and the
elimination of sales from the company's former Professional Products Group,
which was sold in late 1993.
Gross margins for 1994 increased to 17.6% from 14.1% a year ago. The margin
improvement reflected a better customer mix and an improved product mix
because of more sales of high-margin CB Radios and improved margins on
cordless phones and integrated laser/radar detector sales. Also, 1993's
margin was depressed because of sizable closeout sales of discontinued
cordless phones and detectors, which were minimized in 1994 through better
inventory control. The margin improvement, as a result of better sales mix,
was partially offset by costs associated with the 1994 expansion of the
company's consumer hotline, (1-800-COBRA22). This expansion was implemented
to enable the company to answer all of its calls from consumers for
installation and operational assistance--to partially offset the lack of
skilled sales personnel in many retail stores--as well as for information on
where to purchase company products.
During the second quarter of 1993, the company recorded a one-time charge of
$1.1 million to cover the estimated costs of a restructuring program.
Approximately 40% of the charge was for severance and termination costs
related to a significant downsizing of the company's workforce, which was
carried out during the third quarter of 1993. The remaining portion of the
restructuring charge was to cover additional one-time costs to be incurred as
a result of the lower staffing levels. As of December 31, 1993, all
restructuring costs had been incurred. Annualized savings from this workforce
reduction in payroll-related expenses were estimated to be approximately $2.1
million. Because the workforce reduction was implemented in mid-1993,
payroll-related savings approximated $1.2 million in 1994 compared to 1993.
Selling, general and administrative expense declined $1.1 million during 1994
and, as a percent of sales, increased to 17.8% from 15.9% a year ago.
Approximately two-thirds of the decline was due to the elimination of expenses
for the Professional Products Group, which was sold in late 1993. The
remaining decline was realized because of reduced payroll-related expenses in
connection with the workforce reduction, reduced variable selling costs
because of lower sales and lower bad debt expense. The expense for bad debts
declined due to a reduction in receivable balances, an improvement in the
quality of the receivable portfolio and favorable collections experience.
Expenses as a percent of sales increased in the current year because the fixed
portion of such expenses was spread over a smaller sales volume.
Interest expense for 1994 declined 16% compared to the prior year because of
reduced working capital requirements, which resulted in lower borrowings under
the company's line-of-credit agreement.
Page 9
1993 Compared to 1992
- - ---------------------
Sales for 1993 were $99 million compared to $118 million in 1992. The loss
before cumulative effect of a change in accounting principle in 1993 was $4.4
million, or $.70 per share, compared to a loss of $8.7 million, or $1.39 per
share in 1992. Approximately $9 million of the decrease in sales is directly
attributable to reduced sales of Lloyd's products. This was due to
management's decision in 1992 to contract the Lloyd's product line to focus on
clock radios. Sales of mobile electronics products (including CB radios,
integrated laser/radar detectors and single unit laser and radar detectors)
declined $7 million in 1993 compared to 1992. Sales of CB radios increased
slightly during 1993 but were more than offset by a drop in sales of
detectors, primarily because of the large sale of discontinued two-band radar
detectors in 1992 and weakness in consumer demand for non-integrated
laser/radar detectors during 1993. Telecommunication product sales were down
approximately $2 million, mainly because of lower answering machine sales.
Management decided in 1992 to narrow the line to focus on higher-margin
cordless phone answering systems. The decline in answering system sales was
offset in part by stronger sales of the company's ten-channel INTENNA cordless
phones. Unit sales for both telecommunication products and mobile electronics
products declined 19% in 1993.
Gross profit and gross margin in 1993 were $13.9 million and 14.1%,
respectively, compared to $14.9 million and 12.7%, respectively, 1992. The
increase in margin was due primarily to lower 1993 sales of discontinued
products sold at or below cost, partially offset by reduced detector margins
resulting from weak demand for non-integrated radar and laser detectors.
Selling, general and administrative expense declined by $3.7 million during
1993 and, as a percent of sales, declined to 15.9% from 16.5% in 1992.
Besides reduced variable selling costs because of lower sales, the company's
ongoing efforts to streamline its operations reduced payroll-related costs
approximately $1.6 million during 1993.
During the second quarter of 1993, the company recorded a one-time charge of
$1.1 million to cover the estimated costs of a restructuring program.
Approximately 40% of the charge was for severance and termination costs
related to a significant downsizing of the company's workforce, which was
carried out during the third quarter of 1993. Annualized savings from this
workforce reduction in payroll-related expenses were estimated to be
approximately $2.1 million. The remaining portion of the restructuring charge
was to cover additional one-time costs to be incurred because of the lower
staffing levels. As of December 31, 1993, all restructuring costs had been
incurred.
Fourth quarter results for 1992 included a non-cash charge of $1.2 million for
the write-off of the remaining excess of cost over net assets of businesses
acquired. The company's decision to contract the Lloyd's product line, and
uncertainties surrounding the longevity of the rights to distribute audio
products under the Marantz brand, made the future realization of these assets
uncertain.
Other, net expenses were $220,000 in 1993 compared to $1.7 million in 1992.
The expenses for 1992 included $462,000 for the closure of the company's Tokyo
office, while expenses for 1993 reflected the elimination of the costs
associated with the operation of this office.
Page 10
CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING PRINCIPLE
The company adopted Financial Accounting Standards Board Statement of
Financial Accounting Standards ("SFAS") No. 109, "Accounting for Income
Taxes", as of the beginning of 1992 and recorded a charge of $835,000, or $.13
per share for the cumulative effect of a change in accounting principle. This
charge, which represents a net decrease to the deferred tax asset, resulted
because previously recognized tax benefits did not satisfy the recognition
criteria set forth in SFAS No. 109 and because current enacted tax rates were
applied to temporary differences between the financial statement and tax bases
of assets and liabilities. As a result, the first quarter of 1992 was
restated for the $835,000 cumulative effect and a $922,000 reversal of a tax
benefit previously recorded. The second and third quarters of 1992 did not
require restatement.
LIQUIDITY AND CAPITAL RESOURCES
At December 31, 1994, the company had a $30 million secured credit facility
that included a fixed term loan of $2.6 million. In January, 1995, the
agreement for this credit facility was extended to January 10, 1997.
Borrowings and letters of credit issued under this agreement are
collateralized by the company's assets, and usage of the non-term loan portion
is limited to certain percentages of accounts receivable and inventory
balances. The fixed term loan, which was increased to $3.7 million at the
time of the credit agreement's extension, is secured by the company's
buildings and equipment and requires both monthly principal payments of
$43,000 and a balloon payment of $2.6 million due when the agreement expires.
The credit agreement specifies that the company may not pay cash dividends and
contains a material adverse change clause, which, under certain circumstances,
can accelerate the payment of the debt. Because of this clause, and the
company's recent history of losses, the company classified the debt as short-
term for financial reporting purposes. The company does not believe a
material adverse change is likely and does not believe that repayment of the
debt will be accelerated. At December 31, 1994, the company had approximately
$3 million of unused credit line.
Cash flows provided by operating activities were $3.7 million, $1.9 million
and $1.1 million for the years ended December 31, 1994, 1993 and 1992,
respectively; losses from operations before cumulative effect of a change in
accounting principle of $1.5 million, $4.4 million and $8.7 million,
respectively, were more than offset by non-cash expenses of depreciation and
amortization and reduced working capital requirements. Cash provided by the
reduction in receivables during 1994 was primarily the result of reduced sales
during the fourth quarter compared to the prior year. The reduction in
accrued liabilities was due to a decrease in the cost of estimated future
product warranty obligations.
Investing activities required cash of $1.5 million, $788,000 and $1.4 million
for the years ended December 31, 1994, 1993 and 1992, respectively. Most of
the cash outflows during these years related to the purchase of tooling and
equipment. During 1993, the company sold the assets of its Professional
Products Group. The purchase price, which exceeded the net book value of the
assets sold, amounted to $1.3 million and consisted of $867,000 of cash and
the assumption of certain liabilities.
Page 11
Cash flows from financing activities for the three years ending December 31,
1994, 1993 and 1992 primarily reflect changes in the company's borrowing
requirements under its line-of-credit agreement. Because of management's
continuing effort to strengthen the balance sheet, the company reduced debt by
$2.2 million during 1994.
At December 31, 1994, the company had no material commitments, other than
approximately $23.2 million in outstanding purchase orders for products
compared with $20.1 million at the end of the prior year.
The company believes that cash generated from operations and from borrowings
under its credit agreement will be sufficient in 1995 to fund its working
capital needs. In addition, the majority of any taxable income in 1995 will
be offset by tax net operating loss carryforwards that totaled $46.6 million
at December 31, 1994.
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 30.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE:
During 1994, the company changed independent accountants. The change was
previously reported on the company's Current Reports on Form 8-K dated July
19, 1994, as amended, and August 15, 1994, and are hereby incorporated by
reference.
Page 12
CONSOLIDATED STATEMENTS OF OPERATIONS
Cobra Electronics Corporation
Years Ended December 31 (in thousands,
except per share amounts) 1994 1993 1992
- - ------------------------------------------ ----------- ----------- -----------
Net sales................................. $ 82,131 $ 98,844 $ 117,733
Cost of sales............................. 67,665 84,941 102,788
----------- ----------- -----------
Gross profit............................ 14,466 13,903 14,945
Selling, general and administrative
expense................................. 14,602 15,741 19,433
Restructuring costs....................... --- 1,076 ---
Write-off of excess of cost over net
assets of businesses acquired........... --- --- 1,195
----------- ----------- -----------
Operating loss.......................... (136) (2,914) (5,683)
Other expense:
Interest expense........................ (1,057) (1,258) (1,312)
Other, net.............................. (322) (220) (1,684)
----------- ----------- -----------
Loss before income taxes and cumulative
effect of a change in accounting
principle............................... (1,515) (4,392) (8,679)
Income taxes.............................. --- --- ---
----------- ----------- -----------
Loss before cumulative effect of a
change in accounting principle.......... (1,515) (4,392) (8,679)
Cumulative effect of a change in
accounting principle.................... --- --- (835)
----------- ----------- -----------
Net loss.................................. $ (1,515) $ (4,392) $ (9,514)
=========== =========== ===========
Loss per common share:
Loss before cumulative effect of a
change in accounting principle........ $ (0.24) $ (0.70) $ (1.39)
Cumulative effect of a change in
accounting principle.................. --- --- (0.13)
----------- ----------- -----------
Net loss................................ $ (0.24) $ (0.70) $ (1.52)
=========== =========== ===========
The accompanying notes to consolidated financial statements are an
integral
part of these financial statements.
Page 13
CONSOLIDATED BALANCE SHEETS
Cobra Electronics Corporation
At December 31 (dollars in thousands) 1994 1993
- - ------------------------------------------------------ ----------- -----------
ASSETS:
Current assets:
Cash................................................ $ 197 $ 176
Receivables, less allowance for doubtful
accounts of $638 in 1994 and $795 in 1993......... 10,280 15,657
Inventories, primarily finished goods............... 15,627 16,128
Other current assets................................ 1,399 2,112
----------- -----------
Total current assets................................ 27,503 34,073
----------- -----------
Property, plant and equipment, at cost:
Land................................................ 593 593
Building and improvements........................... 6,848 6,815
Tooling and equipment............................... 13,837 12,717
----------- -----------
21,278 20,125
Accumulated depreciation and amortization........... (14,294) (12,738)
----------- -----------
Net property, plant and equipment................... 6,984 7,387
----------- -----------
Other assets.......................................... 5,855 4,929
----------- -----------
Total assets.......................................... $ 40,342 $ 46,389
=========== ===========
The accompanying notes to consolidated financial statements are an integral
part of these financial statements.
Page 14
CONSOLIDATED BALANCE SHEETS
Cobra Electronics Corporation
At December 31 (dollars in thousands) 1994 1993
- - ------------------------------------------------------ ----------- -----------
LIABILITIES AND SHAREHOLDERS' EQUITY:
Current liabilities:
Accounts payable.................................... $ 3,422 $ 3,451
Accrued salaries and commissions.................... 1,846 2,043
Accrued advertising and sales promotion costs....... 791 1,000
Accrued product warranty costs...................... 2,073 3,421
Other accrued liabilities........................... 1,320 1,825
Short-term debt..................................... 11,461 13,689
----------- -----------
Total current liabilities............................. 20,913 25,429
----------- -----------
Shareholders' equity:
Preferred stock, $1 par value, shares
authorized-1,000,000; none issued................. --- ---
Common stock, $.33 1/3 par value, 12,000,000
shares authorized, 7,039,100 issued and
6,226,648 outstanding for both 1994 and 1993...... 2,345 2,345
Paid-in capital..................................... 22,118 22,118
Retained earnings................................... 2,124 3,639
----------- -----------
26,587 28,102
Treasury stock, at cost (812,452 shares)............ (5,545) (5,545)
Note receivable from officer's exercise
of stock options.................................. (1,613) (1,597)
----------- -----------
Total shareholders' equity............................ 19,429 20,960
----------- -----------
----------- -----------
Total liabilities and shareholders' equity............ $ 40,342 $ 46,389
=========== ===========
The accompanying notes to consolidated financial statements are an
integral part of these financial statements.
Page 15
CONSOLIDATED STATEMENTS OF CASH FLOWS
Cobra Electronics Corporation
Years Ended December 31 (in thousands) 1994 1993 1992
- - ------------------------------------------------ --------- --------- ---------
Cash flows from operating activities:
Loss from operations before cumulative effect
of a change in accounting principle......... $ (1,515) $(4,392) $ (8,679)
Adjustments to reconcile loss from operations
before cumulative effect of a change in
accounting principle to net cash provided
by operating activities:
Depreciation and amortization............... 2,287 1,741 1,833
Write-off of excess of cost over net assets
of businesses acquired.................... --- --- 1,195
Changes in assets and liabilities:
Receivables............................... 5,377 3,812 2,948
Inventories............................... 501 2,274 9,728
Other current assets...................... 72 (307) (1,616)
Other assets.............................. (694) 326 (1,434)
Accounts payable.......................... (29) (522) 778
Accrued liabilities....................... (2,259) (1,052) (3,635)
--------- --------- ---------
Net cash provided by operating activities..... 3,740 1,880 1,118
--------- --------- ---------
Cash flows from investing activities:
Capital expenditures.......................... (1,160) (1,481) (783)
Proceeds from sale of division................ --- 867 ---
Proceeds from note on sale of division........ --- --- 300
Net cash used for discontinued operation...... (315) (174) (912)
--------- --------- ---------
Net cash used for investing activities........ (1,475) (788) (1,395)
--------- --------- ---------
Cash flows from financing activities:
Net borrowings (repayments) under a line-of-
credit agreement............................ (2,228) (1,349) 703
Treasury stock activity, net.................. --- --- 25
Transactions related to exercise of
options, net................................ (16) (125) (116)
--------- --------- ---------
Net cash provided by (used for) financing
activities.................................... (2,244) (1,474) 612
--------- --------- ---------
Net increase (decrease) in cash................. 21 (382) 335
Cash at beginning of year....................... 176 558 223
--------- --------- ---------
Cash at end of year............................. $ 197 $ 176 $ 558
========= ========= =========
The accompanying notes to consolidated financial statements are an integral
part of these financial statements.
Page 16
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Cobra Electronics Corporation
Note
Three Years Ended Rec. for
December 31, 1994 Common Paid-In Retained Treasury Options
(dollars in thousands) Stock Capital Earnings Stock Exercised
- - ------------------------------ -------- --------- --------- -------- ---------
Balance - December 31, 1991... $ 2,345 $ 22,126 $ 17,545 $ 5,578 $ 1,356
Net loss.................... --- --- (9,514) --- ---
Issuance of Treasury
Shares (6,469 shares)..... --- (8) --- (33) ---
Note receivable interest.... --- --- --- --- 116
-------- --------- --------- -------- ---------
Balance - December 31, 1992... 2,345 22,118 8,031 5,545 1,472
Net loss.................... --- --- (4,392) --- ---
Note receivable interest.... --- --- --- --- 125
-------- --------- --------- -------- ---------
Balance - December 31, 1993... 2,345 22,118 3,639 5,545 1,597
Net loss.................... --- --- (1,515) --- ---
Note receivable interest.... --- --- --- --- 16
-------- --------- --------- -------- ---------
Balance - December 31, 1994... $ 2,345 $ 22,118 $ 2,124 $ 5,545 $ 1,613
======== ========= ========= ======== =========
The accompanying notes to consolidated financial statements are an integral
part of these financial statements.
Page 17
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Cobra Electronics Corporation
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BUSINESS -- The company designs and markets consumer electronics products, a
majority of which are purchased from overseas suppliers. The consumer
electronics market is characterized by rapidly changing technology and
certain products may have limited life cycles. The company believes that it
maintains strong relationships with its current suppliers and, if necessary,
other suppliers could be found. Production delays or a change in suppliers,
however, could cause a delay in obtaining inventories and a possible loss of
sales, which could adversely affect operating results.
PRINCIPLES OF CONSOLIDATION -- The consolidated financial statements include
the accounts of the company.
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 years
Equipment................ 5-10 years
Tools, dies and molds.... 2 years
RESEARCH, ENGINEERING AND PRODUCT DEVELOPMENT EXPENDITURES -- Research,
engineering and product development expenditures are expensed as incurred
and amounted to $1.1 million in 1994, $1.0 million in 1993 and $1.4 million
in 1992.
EXCESS OF COST OVER NET ASSETS OF BUSINESSES ACQUIRED -- In 1992, because of
the decision to de-emphasize the Lloyd's and Marantz brand names, the
remaining unamortized excess of cost over net assets of these businesses was
charged against income.
REVENUE RECOGNITION -- Revenue from the sale of goods is recognized at the
time of shipment. Obligations for sales returns and allowances and product
warranties are recognized on an accrual basis.
INCOME TAXES -- Income taxes are accounted for under Statement of Financial
Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes" which
requires recognition of deferred tax assets and liabilities for the expected
future tax consequences of events included in the financial statements or
tax returns at different amounts. Under this method, deferred tax liabilities
and assets are determined based on the difference between the financial
statement and tax bases of assets and liabilities using enacted tax rates in
effect for the year in which the differences are expected to reverse. SFAS
No. 109 also requires a valuation allowance when it is more likely than not
that all or some of the deferred tax asset will not be realized.
Page 18
Effective January 1, 1992, the company changed its accounting for income
taxes by adopting prospectively SFAS No. 109. Income taxes were previously
accounted for under Accounting Principles Board Opinion No. 11. This
resulted in a cumulative effect of a change in accounting principle which
increased the 1992 net loss by $835,000.
RECLASSIFICATIONS -- Certain reclassifications have been made to the 1993
and 1992 consolidated financial statements to conform to the 1994
classifications.
(2) TAXES ON INCOME
Deferred tax assets (liabilities) by component, at December 31, 1994 and
1993 were:
(in thousands) 12/31/94 12/31/93
- - ------------------------------------------------ ---------- ----------
Net operating loss carryforwards................ $ 20,228 $ 18,535
Investment tax credit carryforwards............. 1,938 1,938
Alternative minimum tax credit carryforwards.... 885 885
Tax lease income................................ (11,028) (11,482)
Receivable reserves............................. 148 258
Warranty reserves............................... 803 1,366
Inventory reserves.............................. 649 841
Accrued promotion expenses...................... 584 574
Sales related reserves.......................... 617 642
Compensation reserves........................... 624 668
Other, net...................................... 223 (69)
---------- ----------
Net deferred tax assets......................... 15,671 14,156
Valuation allowance............................. (15,671) (14,156)
---------- ----------
Net deferred tax assets after allowance......... $ --- $ ---
========== ==========
The tax lease income resulted from several 1983 tax lease agreements to
acquire tax benefits under the provisions of the Economic Recovery Tax Act
of 1981. The total cash price paid by the company was $12.4 million. The
economic value of these leases was not impaired by the Tax Reform Act of
1986. The company realized temporary tax savings from accelerated
depreciation and permanent tax savings from credits associated with the
leases, subject to statutory limitations. These savings offset current
taxes payable which would otherwise have been due on income from normal
operations.
Page 19
The statutory Federal income tax rates are reconciled to the effective
income tax rates as follows:
Description 1994 1993 1992
- - ----------------------------------------------- ------ ------ ------
Statutory Federal income tax rate.............. 34.0% 34.0% 34.0%
State taxes, net of Federal income tax
benefits.................................... 4.7 4.8 4.8
Losses for which no tax benefit was recorded... (38.7) (38.5) (28.5)
Write-off of excess of cost over net assets
of businesses acquired...................... --- --- (7.3)
Foreign subsidiary wind down costs............. --- --- (2.0)
Other, net..................................... --- (0.3) (1.0)
------ ------ ------
Effective tax rate............................. ---% ---% ---%
====== ====== ======
At December 31, 1994, the company has net operating loss carryforwards
available to offset future taxable income, and both investment tax credit
and alternative minimum tax credit carryforwards to offset future income tax
payments. The alternative minimum tax credit carryforwards, amounting to
$885,000, do not expire.
The net operating loss and investment tax credit carryforwards expire as
follows (in thousands):
Year of Expiration NOL ITC
- - ----------------------- --------- ---------
1995................... $ 2,525 $ ---
1996................... 6,918 ---
1997................... 1,089 ---
1998................... 1,378 1,804
1999................... 1,827 112
2000................... 7,536 22
2002................... 183 ---
2006................... 5,762 ---
2007................... 8,343 ---
2008................... 9,997 ---
2009................... 1,022 ---
--------- ---------
Total.................. $ 46,580 $ 1,938
========= =========
(3) FINANCING ARRANGEMENTS
At December 31, 1994, the company had a $30 million secured credit facility
that included a fixed term loan of $2.6 million. In January, 1995, the
agreement for this credit facility was extended to January 10, 1997.
Borrowings and letters of credit issued under this agreement are
collateralized by the company's assets, and usage of the non-term loan
portion is limited to certain percentages of accounts receivable and
inventory balances. The fixed term loan, which was increased to $3.7
million at the time of the credit agreement's extension, is secured by the
company's buildings and equipment and requires both monthly principal
payments of $43,000 and a balloon payment of $2.6 million due when the
agreement expires.
Page 20
The credit agreement specifies that the company may not pay cash dividends
and contains a material adverse change clause, which, under certain
circumstances, can accelerate the payment of the debt. Because of this
clause, and the company's recent history of losses, the company classified
the debt as short-term for financial reporting purposes. The company does
not believe a material adverse change is likely and does not believe that
repayment of the debt will be accelerated.
Maximum borrowings outstanding at any month-end were $13.3 million, $17.0
million and $17.6 million in 1994, 1993 and 1992, respectively. Aggregate
average borrowings outstanding were $11.3 million, $15.5 million and $16.2
million during 1994, 1993 and 1992, respectively, with weighted average
interest rates thereon of 9.4%, 8.1% and 8.1%, respectively. The maximum
value of letters of credit outstanding at any month-end were $7.1 million,
$11.8 million and $11.8 million in 1994, 1993 and 1992, respectively. At
December 31, 1994, the company had approximately $3 million of unused credit
line.
During 1994, 1993 and 1992, the company made interest payments of $1.1
million, $1.3 million and $1.2 million, respectively.
4) LEASE TRANSACTIONS
The company leases facilities and equipment under noncancellable operating
leases with remaining terms of one year or less. 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. Rental
expense for these operating leases for 1994, 1993 and 1992 was $215,000,
$256,000 and $360,000, respectively.
At December 31, 1994, the future minimum lease payments under operating
leases for continuing and discontinued operations, excluding $96,000 minimum
rentals under a noncancellable sublease, are $412,000 for 1995.
5) SHAREHOLDERS' EQUITY
PREFERRED STOCK -- Preferred stock is issuable from time to time in one or
more series, which series may have such voting powers, and such designations,
preferences, and relative participating, optional or other special rights,
and qualifications, limitations or restrictions thereof, as shall be stated
and expressed in the resolution or resolutions providing for the issue of
such stock adopted by the Board of Directors. No preferred stock has been
issued.
EARNINGS PER SHARE -- Earnings per share are calculated using the treasury
stock method and giving effect to common share equivalents. Weighted
average common shares outstanding used in the calculation were 6,226,648 in
1994, 6,229,813 in 1993, and 6,246,919 in 1992.
Page 21
(6) STOCK OPTION PLANS
The company has five Stock Option Plans--1988, 1987, 1986, 1985 and 1981
("the Plans"). A summary of certain provisions and amounts related to the
Plans follows:
1988 1987 1986 1985 1981
Plan Plan Plan Plan Plan
- - ------------------------------------------------------- -------- -------- -------- -------- --------
Authorized, unissued shares available for grant........ 500,000 150,000 225,000 525,000 368,963
Nonqualified options granted at not less than
80% of fair value at date of grant.................. x x x x
Incentive stock options granted at 100% of
fair value at date of grant......................... x x x x x
Shares exercisable at December 31, 1994................ 281,800 8,875 66,500 14,875 83,000
Activity under the Plans is summarized as follows:
CAPTION>
Shares Shares
Available Under Option Price
For Grant Option Per Share
- - ------------------------------ ----------- ----------- --------------
December 31, 1991............. 436,750 762,625 $3.625--$5.500
Grants...................... (63,000) 63,000 $3.250--$4.875
Exercises................... --- (6,469) $3.875
Cancellations and
Expirations............... 135,000 (197,906) $3.375--$3.875
- - ------------------------------ ----------- ----------- --------------
December 31, 1992............. 508,750 621,250 $3.250--$5.500
Grants...................... (204,500) 204,500 $2.250--$3.000
Cancellations and
Expirations............... 110,750 (141,750) $3.000--$5.500
- - ------------------------------ ----------- ----------- --------------
December 31, 1993............. 415,000 684,000 $2.250--$4.875
Grants...................... (428,986) 428,986 $2.250--$2.875
Cancellations and
Expirations............... 61,000 (74,000) $2.500--$4.125
- - ------------------------------ ----------- ----------- --------------
December 31, 1994............. 47,014 1,038,986 $2.250--$4.875
- - ------------------------------ ----------- ----------- --------------
Under the terms of the Plans, the consideration received by the company upon
exercise of the options may be paid in cash or by the surrender and delivery
to the company of shares of its common stock, or by a combination thereof.
The optionee is credited with the fair market value of any stock surrendered
and delivered as of the exercise date.
Options granted under the 1985 nonqualified plan may include provisions that
are similar to stock appreciation rights in that they entitle the holder to
additional compensation at the date of exercise or, if later, at the date
when the exercise transaction becomes taxable. The anticipated cost is
recognized over the vesting period of the options, which ranges from one to
five years. Currently there are no options outstanding that include these
provisions.
Page 22
(7) 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. In 1992, the company made a profit sharing contribution to the Plan
of approximately $277,000. There were no profit sharing contributions in
1994 or 1993.
Deferred compensation of $1.6 million and $1.5 million is included in the
balances of accrued salaries and commissions at December 31, 1994 and 1993,
respectively. Deferred compensation obligations arise pursuant to
outstanding key executive employment agreements.
(8) RELATED PARTY TRANSACTIONS
During 1993, the company sold the assets of its Professional Products Group
to its division president, who was an officer of the company. The purchase
price, which exceeded the net book value of the assets sold, amounted to
$1.3 million and consisted of $867,000 of cash and the assumption of
$393,000 in liabilities.
During 1990, pursuant to an employment agreement, the company lent an
officer $1.25 million for the exercise of options on 375,000 shares of
common stock. The officer signed a promissory note with recourse, which is
secured by the related shares. The promissory note was amended during 1994
to extend the due date to December 30, 1997 and to change the interest rate
to the appropriate Applicable Federal Rate, to be adjusted monthly. The
interest rate was retroactively changed to conform the promissory note to
the variable interest rate specified in the employment agreement. The
amount of the note is shown as a reduction of shareholders' equity. From
the inception of the loan through December 31, 1994, accrued interest of
$362,804 has been added to the loan balance reflecting an average interest
rate of 6.6%.
(9) COMMITMENTS
At December 31, 1994 and 1993, the company had outstanding inventory
purchase orders committed with suppliers totaling approximately $23.2
million and $20.1 million, respectively.
Page 23
(10) RESTRUCTURING COSTS
During the second quarter of 1993, the company recorded a one-time charge of
$1.1 million to cover the estimated costs of a restructuring program.
Approximately 40% of the charge was for severance and termination costs
related to a significant downsizing of the company's workforce, which was
carried out during the third quarter of 1993. The remaining portion of the
restructuring charge was to cover additional one-time costs to be incurred
as a result of the lower staffing levels. As of December 31, 1993, all
restructuring costs had been incurred.
(11) INDUSTRY SEGMENT INFORMATION
The company operates in only one business segment--consumer electronics.
Excluding company-owned tooling at suppliers with a net book value of $1.1
million at December 31, 1994, assets located outside the United States not
material. Foreign sales were $11.7 million, $9.3 million and $6.3 million
in 1994, 1993 and 1992, respectively. For 1994, sales to one customer
totaled 10.2% of consolidated net sales. There were no sales in excess of
10% of consolidated net sales to a single customer or a group of entities
under common control for either 1993 or 1992. The company does not believe
that the loss of any one customer would have a material adverse effect on
its business.
(12) ADVERTISING BARTER CREDITS
During 1992, the company received $3.8 million of advertising credits in
exchange for certain discontinued products. These credits can be used to
reduce the cost of a variety of media services (by 40 to 50 percent) prior
to their expiration in December 1998. The company has developed marketing
plans to utilize these credits and is also exploring opportunities to
exchange a portion of the credits for various goods and services used by the
company as well as the outright sale of the credits to third parties. In
1994, the company recorded a charge of $300,000 to reduce the credits to
their estimated net realizable value. Although realization is not assured,
management believes that all of the recorded credits will be utilized or
sold prior to their expiration. The net book value of these credits at
December 31, 1994 and 1993 was $2.8 million and $3.2 million, respectively.
The noncurrent portion of advertising barter credits included in other
assets was $2.1 million and $2.2 million at December 31, 1994 and 1993,
respectively.
(13) OTHER ASSETS
In addition to the advertising barter credits, other assets at December 31,
1994 and 1993 included the cash value on officer life insurance policies of
$2.5 million and $2.3 million, respectively. The cash value of officer life
insurance policies is pledged as collateral for the company's secured lending
agreement and is maintained to fund deferred compensation obligations
(see Notes 3 and 7).
Page 24
Quarterly Financial Data (Unaudited)
(In thousands, except per share amounts)
Quarter Ended
---------------------------------------------------------------------------------- --------
March 31 June 30 September 30 December 31
--------------------- --------------------- --------------------- ---------------------
1994 1993 1994 1993 1994 1993 1994 1993
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Net sales.......................$ 18,481 $ 18,841 $ 21,132 $ 23,816 $ 21,823 $ 29,592 $ 20,695 $ 26,595
Cost of sales................... 14,890 16,278 17,480 21,371 17,755 24,386 17,540 22,906
Gross profit.................... 3,591 2,563 3,652 2,445 4,068 5,206 3,155 3,689
Selling, general and
administrative expense........ 3,167 4,328 3,448 4,365 4,348 4,098 3,639 2,950
Restructuring costs............. --- --- --- 1,076 --- --- --- ---
Operating income (loss)......... 424 (1,765) 204 (2,996) (280) 1,108 (484) 739
Net income (loss)............... 102 (2,142) 54 (3,299) (696) 676 (975) 373
Net income (loss) per share..... 0.02 (0.34) 0.01 (0.53) (0.11) 0.11 (0.16) 0.06
Weighted average shares
outstanding .................. 6,232 6,228 6,236 6,227 6,241 6,227 6,227 6,235
Page 25
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Board of Directors and Shareholders of Cobra Electronics Corporation:
We have audited the accompanying consolidated balance sheet of Cobra
Electronics Corporation and subsidiaries as of December 31, 1994, and the
related consolidated statements of income, shareholders' equity and cash
flows for the year then ended. Our audit also included the financial
statement schedules for the year ended December 31, 1994 listed in the Index
at Item 14. These financial statements and financial statement schedules
are the responsibility of the company's management. Our responsibility is
to express an opinion on these financial statements and financial statement
schedules based on our audit. The financial statements and financial
statement schedules of the company for the years ended December 31, 1993 and
1992 were audited by other auditors whose report, dated March 7, 1994,
expressed an unqualified opinion on those statements and included an
explanatory paragraph with respect to the change in accounting for income
taxes in 1992.
We conducted our audit in accordance with generally accepted accounting
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, such 1994 consolidated financial statements present fairly,
in all material respects, the financial position of Cobra Electronics
Corporation and subsidiaries at December 31, 1994, and the results of their
operations and their cash flows for the year then ended in conformity with
generally accepted accounting principles. Also, in our opinion, such 1994
financial statement schedules, when considered in relation to the basic
consolidated financial statements taken as a whole, present fairly in all
material respects the information set forth therein. The 1993 and 1992
financial statement schedules were subjected to auditing procedures by other
auditors whose report dated March 7, 1994, referred to above, stated that
such schedules fairly state in all material respects the financial data
required to be set forth therein in relation to the basic financial
statements taken as a whole.
DELOITTE & TOUCHE LLP
Chicago, Illinois
March 2, 1995
Page 26
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
----------------------------------------
To the Shareholders and Board of Directors of Cobra Electronics Corporation:
We have audited the accompanying consolidated balance sheets of Cobra
Electronics Corporation (a Delaware corporation) and Subsidiaries as of
December 31, 1993 and 1992, and the related consolidated statements of
income, shareholders' equity and cash flows for the years then ended.
These financial statements are the responsibility of the company's management.
Our responsibility is to express an opinion on these financial statements
based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Cobra
Electronics Corporation and Subsidiaries as of December 31, 1993 and 1992,
and the results of their operations and their cash flows for the years then
ended, in conformity with generally accepted accounting principles.
As discussed in Notes 1 and 2 to the consolidated financial statements,
effective January 1, 1992, the company changed its method of accounting for
income taxes.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. Schedule II is the responsibility of
the company's management and is presented for purposes of complying with the
Securities and Exchange Commission's rules and is not part of the basic
financial statements. This schedule has been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in
our opinion, fairly states in all material respects the financial data
required to be set forth therein in relation to the basic financial
statements taken as a whole.
ARTHUR ANDERSEN LLP
Chicago, Illinois,
March 7, 1994
Page 27
PART III
--------
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information in response to this item is set forth in the company's
definitive proxy statement filed pursuant to Regulation 14A under "Directors
and Nominees," which information is hereby incorporated by reference. The
information under "Section 16(a) Reports" included in the definitive proxy
statement is hereby incorporated by reference.
The executive officers of the Registrant are as follows:
Name, Age and Has Held Present Prior Business Experience
Present Position Position Since in Past Five Years
- - ------------------------ ---------------- --------------------------------
Carl Korn, 73, Nov. 1961
Chairman
Jerry Kalov, 59, Aug. 1986 In 1991, assumed duties of
President and President, Cobra Electronics
Chief Executive Group
Officer
Stephen M. Yanklowitz, Sep. 1994 Executive Vice President,
50, Chief Operating Western Publishing Co., Racine,
Officer Wisconsin, 1993 to 1994;
President and Chief Operating
Officer, Lenox Collections, a
division of Lenox, Inc., a
wholly owned subsidiary of
Brown-Forman, Langhorne,
Pennsylvania, 1989 to 1992.
Gerald M. Laures, 47, Mar. 1994 Corporate Secretary, July 1989
Vice President - Finance to present; Corporate Controller
and Corporate Secretary June 1988 to March 1994.
Is also a director.
Page 28
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 1994 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 1994 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 1994 fiscal year, and such information
is hereby incorporated by reference.
Page 29
PART IV
-------
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
Index to Consolidated Financial Statements and Schedules
--------------------------------------------------------
Page or
Schedule
Description Number
- - ---------------------------------------------------------- --------
[a] 1. Consolidated Statements of Income for the three years
ended December 31, 1994, 1993 and 1992................. 13
Consolidated Balance Sheets as of December 31, 1994
and 1993............................................... 14-15
Consolidated Statements of Cash Flows for the three years
ended December 31, 1994, 1993 and 1992................. 16
Consolidated Statements of Shareholders' Equity for the
three years ended December 31, 1994, 1993 and 1992..... 17
Notes to Consolidated Financial Statements................ 18-24
Quarterly Financial Data.................................. 25
Independent Auditors' Reports............................. 26-27
[a] 2. Schedule:
Valuation and Qualifying Accounts - 1994, 1993 and 1992... 31
All other financial schedules have been omitted because
the required information is contained in the consoli-
dated financial statements and notes thereto, or such
information is not applicable.
[a] 3. Exhibits:
See Index to Exhibits on pages 33 through 35
[b] Current Reports on Form 8-K:
During the three months ended December 31, 1994, there
were no Form 8-K's filed.
Page 30
Schedule II
COBRA ELECTRONICS CORPORATION
VALUATION AND QUALIFYING ACCOUNTS
FOR THE THREE YEARS ENDED DECEMBER 31, 1994
(in thousands)
-------------------------------------------
Balance at Additions Deductions Balance at
beginning charged to from end of
of period expense reserves Other,net period
---------- ---------- ---------- ---------- ----------
1994
- - ----------------------------------
Allowance for doubtful accounts... $ 795 $ (13) $ (144) $ --- $ 638
Reserves for disposal of
discontinued operation.......... $ 776 $ --- $ (275) $ --- $ 501
Advertising barter credit
valuation allowance............. $ 415 $ 300 $ --- $ --- $ 715
Tax valuation allowance........... $ 14,156 $ --- $ --- $ 1,515 $ 15,671
1993
- - ----------------------------------
Allowance for doubtful accounts... $ 4,235 $ 269 $ (3,709) $ --- $ 795
Reserves for disposal of
discontinued operation.......... $ 856 $ --- $ (80) $ --- $ 776
Advertising barter credit
valuation allowance............. $ 415 $ --- $ --- $ --- $ 415
Tax valuation allowance........... $ 11,570 $ --- $ --- $ 2,586 $ 14,156
1992
- - ----------------------------------
Allowance for doubtful accounts... $ 4,262 $ 532 $ (559) $ --- $ 4,235
Reserves for disposal of
discontinued operation.......... $ 1,627 $ --- $ (771) $ --- $ 856
Advertising barter credit
valuation allowance............. $ 415 $ --- $ --- $ --- $ 415
Tax valuation allowance........... $ 9,369 $ 835 $ --- $ 1,366 $ 11,570
A significant portion of this reserve is in other assets.
Uncollectible accounts written off.
Increase in allowance to offset additional net operating loss carryforwards generated during the year
and the inability of the company to realize certain tax assets because of its operating loss.
Page 31
SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15 (d) of the ecurities
Exchange Act of 1934, the Registrant has duly caused this Report to be
signed on its behalf by the undersigned, thereunto duly authorized.
COBRA ELECTRONICS CORPORATION
By Gerald M. Laures
----------------
Vice President-Finance,
and Corporate Secretary
Dated: March 28, 1995
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated above.
Carl Korn Director and Chairman of the Board
- - ---------------------
Carl Korn
Jerry Kalov Director, President and Chief Executive Officer
- - --------------------- (Principal Executive Officer)
Jerry Kalov
William P. Carmichael Director
- - ---------------------
William P. Carmichael
Samuel B. Horberg Director
- - ---------------------
Samuel B. Horberg
Gerald M. Laures Director, Vice President-Finance and Corporate
- - --------------------- Secretary (Principal Financial and Accounting
Gerald M. Laures Officer)
Harold D. Schwartz Director
- - ---------------------
Harold D. Schwartz
Page 32
INDEX TO EXHIBITS
-----------------
Exhibit
Number Description of Document
- - ------- ------------------------------------------------------------------
3(i)(a) Articles of Incorporation, as amended February 23, 1990--Filed as
exhibit No. 3-1 to the Registrant's Form 10-K for the year ended
December 31, 1990 (File No. 0-511), hereby incorporated by
reference.
3(i)(b) Certificate of Ownership and Merger, filed with the Secretary of
State of Delaware on March 29, 1993--Filed as exhibit No. 3-2 to
the Registrant's Form 10-K for the year ended December 31, 1992
(File No. 0-511), hereby incorporated by reference.
3(ii) Bylaws, as amended December 6, 1983--Filed as exhibit No. 3-2 to
the Registrant's Form 10-K for the year ended December 31, 1990
(File No. 0-511), hereby incorporated by reference.
10-1 1981 Nonqualified and Incentive Stock Option Plan--Filed as
exhibit No. 10-1 to the Registrant's Form 10-K for the year ended
December 31, 1992 (File No. 0-511), hereby incorporated by
reference.
10-2 Amendment No. 1 to 1981 Nonqualified and Incentive Stock Option
Plan--Filed as exhibit No. 10-2 to the Registrant's Form 10-K for
the year ended December 31, 1992 (File No. 0-511), hereby
incorporated by reference.
10-3 1985 Key Employees Nonqualified Stock Option Plan--Filed as
exhibit No. 10-6 to the Registrant's Form 10-K for the year ended
December 31, 1985 (File No. 0-511), hereby incorporated by
reference.
10-4 Key Executive Employment Agreement dated as of January 1, 1988--
Filed as exhibit No. 10-15 to the Registrant's Form 10-K for the
year ended December 31, 1987 (File No. 0-511), hereby incorporated
by reference.
10-5 1986 Key Employees Nonqualified and Incentive Stock Option Plan--
Filed as exhibit No. 10-6 to the Registrant's Form 10-K for the
year ended December 31, 1990 (File No. 0-511), hereby incorporated
by reference.
10-6 1987 Key Employees Nonqualified and Incentive Stock Option Plan--
Filed as exhibit No. 10-7 to the Registrant's Form 10-K for the
year ended December 31, 1990 (File No. 0-511), hereby incorporated
by reference.
10-7 1988 Key Employees Nonqualified and Incentive Stock Option Plan--
Filed as exhibit No. 10-8 to the Registrant's Form 10-K for the
year ended December 31, 1990 (File No. 0-511), hereby incorporated
by reference.
Page 33
10-8 Lease Agreement dated August 16, 1989 between Registrant and CMD
Midwest Eight Limited Partnership for Aurora, Illinois facility--
Filed as exhibit No. 10-9 to the Registrant's Form 10-K for the
year ended December 31, 1990 (File No. 0-511), hereby incorporated
by reference.
10-9 Key Executive Pledge Agreement and Term Loan Promissory Note dated
December 31, 1990--Filed as exhibit No. 10-12 to the Registrant's
Form 10-K for the year ended December 31, 1990 (File No. 0-511),
hereby incorporated by reference.
10-10 Sublease Agreement dated December 1, 1992 between Registrant and
Petcare Plus, Inc. for Aurora, Illinois facility--Filed as exhibit
No. 10-16 to the Registrant's Form 10-K for the year ended
December 31, 1992 (File No. 0-511), hereby incorporated by
reference.
10-11 Lease Agreement dated October 15, 1987, including Amendment
Numbers 1, 2 and 3, between Registrant and Maxtec International
Corp. for approximately 85% of the Registrant's building located
at 6460 West Cortland Street, Chicago, IL--Filed as exhibit No.
10-17 to the Registrant's Form 10-K for the year ended December
31, 1992 (File No. 0-511), hereby incorporated by reference.
10-12 Loan and Security Agreement dated November 12, 1992, including
Amendment No. 1, by and between the Registrant and Congress
Financial Corporation (Central)--Filed as exhibit No. 10-18 to the
Registrant's Form 10-K for the year ended December 31, 1992 (File
No. 0-511), hereby incorporated by reference.
10-13 Deferred Compensation Plan dated as of December 23, 1992--Filed as
exhibit No. 10-19 to the Registrant's Form 10-K for the year ended
December 31, 1992 (File No. 0-511), hereby incorporated by
reference.
10-14 Asset Purchase Agreement between Registrant and Superscope
Technologies, Inc. dated as of September 30, 1993--Filed as
exhibit No. 10-18 to the Registrant's Form 10-K for the year ended
December 31, 1993 (File No. 0-511), hereby incorporated by
reference.
10-15 Omnibus Amendment To All Loan Documents between Registrant and
Congress Financial Corporation (Central) dated as of March 29,
1993--Filed as exhibit No. 10-19 to the Registrant's Form 10-K for
the year ended December 31, 1993 (File No. 0-511), hereby
incorporated by reference.
10-16 Amendment No. 3 to the Loan and Security Agreement between
Registrant and Congress Financial Corporation (Central)dated as
of August 17, 1993--Filed as exhibit No. 10-20 to the Registrant's
Form 10-K for the year ended December 31, 1993 (File No. 0-511),
hereby incorporated by reference.
10-17 Amendment No. 4 to the Loan and Security Agreement between
Registrant and Congress Financial Corporation (Central) dated as
of December 29, 1993--Filed as exhibit No. 10-21 to the
Registrant's Form 10-K for the year ended December 31, 1993 (File
No. 0-511), hereby incorporated by reference.
Page 34
10-18 Amendment No. 5 to the Loan and Security Agreement between
Registrant and Congress Financial Corporation (Central) dated as
of February 25, 1994--Filed as exhibit No. 10-22 to the
Registrant's Form 10-K for the year ended December 31, 1993 (File
No. 0-511), hereby incorporated by reference.
10-17 Amendment No. 6 to the Loan and Security Agreement between
Registrant and Congress Financial Corporation (Central) dated as
of November 23, 1994.
10-18 Amendment No. 7 to the Loan and Security Agreement between
Registrant and Congress Financial Corporation (Central) dated as
of December 14, 1994.
10-19 Amendment No. 8 to the Loan and Security Agreement between
Registrant and Congress Financial Corporation (Central) dated as
of January 20, 1995.
10-20 Executive Employment Agreement dated as of September 23, 1994.
10-21 Amendment to the Key Executive Employment Agreement dated as of
December 15, 1994.
10-22 Amended and Restated Term Loan Promissory Note dated as of
December 15, 1994.
21 Subsidiaries of the Registrant.
23 Consents of Deloitte & Touche LLP, and Arthur Andersen LLP.
27 Financial data schedule required under Article 5 of Regulation
S-X.
[FN]
Filed herewith.
Executive compensation plan or arrangement.
[/FN]
Page 35
EXHIBIT 10.17
AMENDMENT NO. 6 TO LOAN AGREEMENT
THIS AMENDMENT NO. 6 TO LOAN AGREEMENT ("Amendment"), dated as of
November 23, 1994 is entered into between COBRA ELECTRONICS CORPORATION
(f/k/a Dynascan Corporation), a Delaware corporation ("Debtor"), and CONGRESS
FINANCIAL CORPORATION (CENTRAL) ("Congress"). The capitalized terms used
herein without definition shall have the respective meanings assigned thereto
in the Loan Agreement (as defined below).
W I T N E S S E T H:
WHEREAS, the parties hereto are parties to that certain Loan and
Security Agreement dated as of November 12, 1992 as amended by Amendment
No. 1 to Loan Agreement dated as of January 13, 1993, Omnibus Amendment to
All Loan Documents dated as of March 29, 1993, Amendment No. 3 to Loan
Agreement dated as of August 17, 1993, Amendment No. 4 to Loan Agreement
dated as of December 29, 1993, and Amendment No. 5 to Loan Agreement dated
as of February 25, 1994 (collectively, the "Existing Agreement" and as
amended by this Amendment, the "Loan Agreement") and certain other agreements
and documents executed or delivered in connection therewith.
Capitalized terms used herein without definition shall have the meanings
ascribed to such terms in the Loan Agreement.
WHEREAS, Debtor and Congress desire to amend the Existing Agreement to
permit issuance of Post-Termination Letters of Credit and to grant to
Congress a security interest in and lien upon certain Cash Collateral to be
held in the Cash Collateral Account to secure Debtor's Letter of Credit
Outstandings.
NOW, THEREFORE, in consideration of the premises, the mutual covenants
herein contained and other good and valuable consideration (the receipt,
adequacy and sufficiency of which are hereby acknowledged), the parties
hereto, intending legally to be bound, hereby agree as follows:
1. Amendment to Existing Agreement.
1.1 The following terms are inserted into Section 1 of the
Existing Agreement in the appropriate place in alphabetical order.
"Cancellation Request" shall have the meaning set forth in
Section 4A.2 hereof.
"Cash Collateral" shall have the meaning set forth in Section
4A.2 hereof.
"Cash Collateral Account" shall have the meaning set forth in
Section 4A.2 hereof.
"Interest Termination Event" shall have the meaning set forth
in Section 4A.3 hereof.
"Post Termination Letter(s) of Credit" shall mean any
Letter(s) of Credit issued for the account of the Debtor at
the sole discretion of Congress having a final expiry date
occurring on or after January 11, 1995 including any
replacements, renewals, extensions or modifications thereof.
1.2 The definition of "Letters of Credit" in Section 1.1 of
the Existing Agreement is amended and restated in its entirety as
follows:
"Letter of Credit" shall mean any guarantees of Congress or
letters of credit (standby or commercial) which are now or at
any time hereafter guaranteed, issued or caused to be issued
by Congress, in either case at the request of and for the
account of Debtor and which have not expired or been
rescinded, revoked or terminated.
1.3 The definition of "In-Transit Inventory" in Section 1.1
of the Existing Agreement is amended and restated in its entirety
as follows:
"In-Transit Inventory" shall mean fist quality finished
electronics goods held for sale or resale in the ordinary
course of Debtor's business which are (a) evidenced by a
Qualifying Bill of Lading and currently in-transit from the
supplier thereof and for which (i) the supplier has been paid
in full therefor or (ii) the supplier has been issued a Letter
of Credit not constituting a Post-Termination Letter of Credit
for the full amount of the purchase price thereof or (b) to be
acquired by Debtor from a supplier to which a Letter of Credit
not constituting a Post-Termination Letter of Credit has been
issued for the full amount of the purchase price thereof which
contains as a condition to drawing thereunder, the
presentation of a Qualifying Bill of Lading.
1.4 The following Section 4A is added to the Existing Agreement
immediately following Section 4.2.5 and preceding Section 5:
"SECTION 4A. POST TERMINATION LETTER(S) OF CREDIT
4A.1 Issuance of Post-Termination Letter(s) of Credit.
Although nothing contained in this Agreement or any other Loan
Document in any way obligates Congress to do so, Congress may, in
its sole discretion, issue or cause to be issued Post-Termination
Letter(s) of Credit upon the written request of Debtor which Post-
Termination Letter(s) of Credit, in all respects other than the
stated expiry date thereof, shall be subject to the same terms and
conditions applicable to any Letter of Credit set forth in this
Agreement, including, without limitation, the provisions of Section
4.1 hereof.
4A.2 Cash Collateral. Upon issuance of any Post-Termination
Letter of Credit, Congress shall be deemed to be authorized and
directed by Debtor to immediately fund an Advance equal to the
maximum face amount of such Post-Termination Letter of Credit (all
such funds received from time to time, collectively the "Cash
Collateral") and to place such funds in an account owned and
controlled by Congress (the "Cash Collateral Account") to cash
collateralize the Letter of Credit Outstandings. To secure the
full and complete payment and performance when due of the Letter of
Credit Outstandings, Debtor hereby pledges and assigns to Congress
all of its right, title and interest in, and hereby grants to
Congress, a security interest in all Cash Collateral and all
proceeds thereof which is deposited or deemed deposited by Congress
from time to time in the Cash Collateral Account. If any time
Congress receives a draw request or draft, as the case may be, from
a beneficiary under any Post Termination Letter of Credit or letter
of Credit Outstandings otherwise become due and payable, Congress
shall be entitled, without demand upon Debtor, to withdraw from the
Cash Collateral Account and retain for its own account an amount of
Cash Collateral equal to the amount of the drawing or draft honored
by Congress plus the amount of any outstanding L/C fees and other
fees, expenses and amounts payable pursuant to Sections 4.1.1 and
4.1.2 of the Loan Agreement. Congress shall promptly provide
notice to Debtor of any withdrawl by Congress from the Cash
Collateral Account. If at any time Post-Termination letter of
Credit is delivered to Congress for cancellation with a duly
executed release from the beneficiary or beneficiaries thereof in
form and substance satisfactory to Congress waiving and releasing
all rights under such Post-Termination Letter of Credit and
requesting that the same be cancelled (a "Cancellation Request")
and/or the Post-Termination Letter of Credit shall expire with any
available amount thereunder undrawn, Congress shall, within five
(5) Business days after receipt of written demand therefor from
Debtor, remit to Debtor an amount of Cash Collateral equal to the
available undrawn amount of such Post-Termination Letter of Credit
immediately prior to cancellation or expiration less the amount of
any outstanding L/C Fees and other fees, expenses and amounts
payable pursuant to Sections 4.1.1 and 4.1.2 of the Loan Agreement
in respect of such Post-Termination Letter of Credit which L/C Fees
and other fees, expenses and amounts shall thereupon be withdrawn
from the Cash Collateral Account by Congress and retained for its
own account. If all Post-Termination Letters of Credit have been
delivered to Congress for cancellation together with a Cancellation
Request and/or have expired with any available amount thereunder
undrawn and all the other Letter of Credit Outstandings have been
satisfied or discharged, then Congress shall promptly apply the
Cash Collateral then remaining in the Cash Collateral Account
against the Obligations. If any Cash Collateral remains after the
application of Cash Collateral to the Obligations as described in
the prior sentence, Congress shall, within five (5) Business Days
after receipt of written demand therefor from Debtor, remit to
Debtor the remaining balance of any Cash Collateral held by
Congress in the Cash Collateral Account pursuant to this Section
4A.2 less the amount of any outstanding L/C Fees and other fees,
expenses and amounts payable pursuant to Sections 4.1.1 and 4.1.2
of the Loan Agreement in respect of such Post-Termination Letter(s)
of Credit which L/C Fees and other fees, expenses and amounts shall
be thereupon withdrawn from the Cash Collateral Account by Congress
and retained for its own account. Notwithstanding any depletion of
the Cash Collateral Account, Debtor shall continue to be liable to
Congress for all Letter of Credit Outstandings and other
Obligations which may become due and payable.
4A.3 Interest on Cash Collateral. Until January 11, 1995 or
such earlier date as the Loan Agreement is terminated or the
Obligations of Debtor have been declared immediately due and
payable (the earlier to occur of such dates, an "Interest
Termination Event"), the Cash Collateral remaining in the Cash
Collateral Account (after any reduction of the amount of such Cash
Collateral pursuant to Section 4A.2 hereof) will accrue interest at
the same rate and in the same manner as interest accrues on
Debtor's loan account balance as provided in Section 3; it being
understood and agreed that from and after the occurrence of an
Interest Termination Event, no interest will accrue in favor of
Debtor in respect of the Cash Collateral. On the first day of each
month or such other day as may be provided for in Section 3.1 for
the payment of interest to Congress, Congress shall apply the
accrued interest from such Cash Collateral for the prior month to
reduce the Obligations."
2. Conditions Precedent to Effectiveness of This Amendment.
This Amendment shall become effective upon the fulfillment of each
of the following conditions to the satisfaction of Congress:
a. All of Debtor's representations and warranties
contained in the Loan Agreement and any other agreement
executed in connection therewith (other than the representations
and warranties that are expressly made as of a certain
date, which shall be true and correct in all material
respects on and as of such date) shall be true and correct in
all material respects; and
b. Congress shall have received from Debtor fully
executed counterparts to the Amendment signed by a duly
authorized officer of Debtor, and Congress shall have
delivered to Debtor fully executed counterparts to the
Amendment signed by a duly authorized officer of Congress;
3. Absence of Waiver or Setoff.
3.1 No Waiver. Congress and Debtor agree that the amendment
set forth in Section 1 hereof shall be limited precisely as written
and expect, as expressly set forth in Section 1 of this Amendment,
shall not be deemed to be a consent to any waiver or modification
of any other term or condition of the Existing Agreement, the Loan
Agreement or any Loan Document.
3.2 Acknowledgement of Liabilities. Debtor hereby
acknowledges and agrees that there is no defense, setoff or
counterclaim of any kind, nature or description to the Obligations
or the payment thereof when due.
4. Representations. Debtor hereby represents and warrants
to Congress that:
(i) Debtor is a corporation duly organized, validly
existing, and in good standing under the laws of the state of
its incorporation;
(ii) the execution, delivery and performance of this
Amendment by Debtor are within its corporate powers and have
been duly authorized by all necessary corporate action; and
(iii) this Amendment is a legal, valid, and binding
obligation of Debtor, enforceable against Debtor in accordance
with its terms.
5. References in Other Documents. References to the
Existing Agreement in any Loan Document shall be deemed to include
a reference to the Loan Agreement, whether or not reference is made
to this Amendment.
6. Miscellaneous.
(i) Section headings used in this Amendment are for
convenience of reference only and shall not affect the
construction of this Amendment.
(ii) This Amendment may be executed in any number of
counterparts and by the difference parties on separate
counterparts and each such counterpart shall be deemed to be
an original, but all such counterparts shall together
constitute but one and the same agreement.
(iii) This Amendment shall be a contract made under
and governed by the laws of the State of Illinois, without
giving effect to principles of conflicts of laws.
(iv) All obligations of Debtor and rights of
Congress that are expressed herein, shall be in addition to
and not in limitation of those provided by applicable law.
(v) Whenever possible, each provision of this
Amendment shall be interpreted in such manner as to be
effective and valid under applicable law; but if any provision
of this Amendment shall be prohibited by or invalid under
application law, such provision shall be ineffective to the
extend of such prohibition or invalidity, without invalidating
the remainder of such provision of such provision or the
remaining provisions of this Amendment.
(vi) This Amendment shall be binding upon Debtor and
Congress and their respective successors and assigns, and shall
insure to the benefit of Debtor and Congress and the successors and
assigns of Congress.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized as of the
date first above written.
COBRA ELECTRONICS CORPORATION,
(f/k/a Dynascan Corporation),
a Delaware corporation
By: Gerald M. Laures
Name: Gerald M. Laures
Title: VP-Finance
CONGRESS FINANCIAL CORPORATION (CENTRAL)
By: Steven Linderman
Name: Steven Linderman
Title: Assist. Vice President
EXHIBIT 10-18
AMENDMENT NO. 7 TO LOAN AGREEMENT
THIS AMENDMENT NO. 7 TO LOAN AGREEMENT ("Amendment"), dated of December
14, 1994 is entered into between COBRA ELECTRONICS CORPORATION (f/k/a/
Dynascan Corporation), a Delaware corporation ("Debtor"), and CONGRESS
FINANCIAL CORPORATION (CENTRAL) ("Congress"). The capitalized terms used
herein without definition shall have the respective meanings assigned
thereto in the Loan Agreement (as defined below).
W I T N E S S E T H:
WHEREAS, the parties hereto are parties to that certain Loan and
Security Agreement dated as of November 12, 1992 as amendment by Amendment
No. 1 to Loan Agreement dated as of January 13, 1993, Omnibus Amendment to
All Loan Documents dated as of August 17, 1993, Amendment No. 3 to Loan
Agreement dated as of December 29, 1993, Amendment No. 5 to Loan Agreement
dated as of February 25, 1994, and Amendment No. 6 to Loan Agreement dated
as of November 23, 1994 (collectively, the "Existing Agreement" and as
amended by this Amendment, the "Loan Agreement") and certain other agreements
and documents executed or delivered in connection therewith.
Capitalized terms used herein without definition shall have the
meanings ascribed to such terms in the Loan Agreement.
WHEREAS, Debtor and Congress desire to amend the Existing Agreement to
extend the termination date of the Loan Agreement to February 28, 1995.
NOW, THEREFORE, in consideration of the premises, the mutual covenants
herein contained and other good and valuable consideration (the receipt,
adequacy and sufficiency of which are hereby acknowledged), the parties
hereto, intending legally to be bound, hereby agree as follows:
1. Amendment to Existing Agreement. Section 2.6 of the
Existing Agreement is hereby amended by deleting the phrase "for a
term ending January 11, 1995" and inserting in place thereof the
phrase "for a term ending February 28, 1995".
2. Conditions Precedent to Effectiveness of This Amendment.
This Amendment shall become effective upon the fulfillment of each
of the following conditions to the satisfaction of Congress:
(a) All of Debtor's representations and warranties
contained in the Loan Agreement and any other agreement
executed in connection therewith (other than the
representations and warranties that are expressly made as of
a certain date, which shall be true and correct in all
material respects on and as of such date) shall be true and
correct in all material respects;
(b) Debtor shall deliver to Congress a certificate of
the Secretary of Debtor, dated as of the effective date of
this Amendment and satisfactory in form and substance to
Congress, as Congress, in its sole discretion, shall
determine, certifying, among other things, (a) the names and
true signatures of the officers of Debtor authorized to sign
the Amendment and any of the other Loan Documents contemplated
thereby to which Debtor is a party; (b) that attached thereto
is a true and complete copy of the By-Laws of Debtor as in
effect on the date of such certification; and (c) that
attached thereto is a true and complete copy of the
resolutions of Debtor's Board of Directors approving and
authorizing the execution and delivery of the Amendment and
the other Loan Documents contemplated thereby to which Debtor
is a party;
(c) Congress shall have received from Debtor fully
executed counterparts to the Amendment, the Amended and
Restated Promissory Note in the form attached hereto as
Exhibit A and each other Loan Document contemplated thereby to
which Debtor is a party signed by duly authorized officers of
Debtor, and Congress shall have delivered to Debtor fully
executed counterparts to the Amendment and each other Loan
Document to which Congress is party signed by a duly
authorized officer of Congress; and
(d) No material adverse change in the financial
condition, business prospects or value of assets of Debtor
shall have occurred since the date of Debtor's quarterly
financial statements for the period ending September 30,
1994;.
3. Absence of Waiver or Setoff.
3.1 No Waiver. Congress and Debtor agree that the amendment
set forth in Section 1 hereof shall be limited precisely as written
and except, as expressly set forth in Section 1 of this Amendment,
shall not be deemed to be a consent to any waiver or modification
of any other term or condition of the Existing Agreement, the Loan
Agreement or any Loan Document.
3.2 Acknowledgement of Liabilities. Debtor hereby acknowledges and
agrees that there is no defense, setoff or counterclaim of any kind, nature
or description to the Obligations or the payment thereof when due.
4. Representations. Debtor hereby represents and warrants
to Congress that:
(i) Debtor is a corporation duly organized, validly
existing, and in good standing under the laws of the state of
its incorporation;
(ii) the execution, delivery and performance of this
Amendment by Debtor are within its corporate powers and have
been duly authorized by all necessary corporate action; and
(iii) this Amendment is a legal, valid, and binding
obligation of Debtor, enforceable against Debtor in accordance
with its terms.
5. References in Other Documents. References to the
Existing Agreement in any Loan Document shall be deemed to include
a reference to the Loan Agreement, whether or not reference is made
to this Amendment.
6. Miscellaneous.
(i) Section headings used in this Amendment are for
convenience of reference only and shall not affect the
construction of this Amendment.
(ii) This Amendment may be executed in any number of
counterparts and by the different parties on separate
counterparts and each such counterpart shall be deemed to be
an original, but all such counterparts shall together
constitute but one and the same agreement.
(iii) This Amendment shall be a contract made under
and governed by the laws of the State of Illinois, without
giving effect to principles of conflicts of laws.
(iv) All obligations of Debtor and rights of
Congress that are expressed herein, shall be in addition to
and not in limitation of those provided by applicable law.
(v) Whenever possible, each provision of this
Amendment shall be interpreted in such manner as to be
effective and valid under applicable law; but if any provision
of this Amendment shall be prohibited by or invalid under
applicable law, such provision shall be ineffective to the
extent of such prohibition or invalidity, without invalidating
the remainder of such provision of such provision or the
remaining provisions of this Amendment.
(vi) This Amendment shall be binding upon Debtor and
Congress and their respective successors and assigns, and
shall inure to the benefit of Debtor and Congress and the
successors and assigns of Congress.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto
duly authorized as of the date first above written.
COBRA ELECTRONICS CORPORATION
(f/k/a Dynascan Corporation),
a Delaware corporation
By: Gerald M. Laures
Name: Gerald M. Laures
Title: VP-Finance
CONGRESS FINANCIAL CORPORATION (CENTRAL)
By: Steven Linderman
Name: Steven Linderman
Title: Assist. Vice President
EXHIBIT A
SECOND AMENDED AND RESTATED PROMISSORY NOTE
$2,563,690.50 December 14, 1994
FOR VALUE RECEIVED, the undersigned (the "Maker"), does hereby
promise to pay to CONGRESS FINANCIAL CORPORATION (CENTRAL) (the
"Payee"), at its offices located at 100 South Wacker Drive, Suite
1940, Chicago, Illinois, 60606, or at such other place as the Payee
or any holder hereof may from time to time designate, the principal
sum of TWO MILLION FIVE HUNDRED SIXTY-THREE THOUSAND SIX HUNDRED
NINETY DOLLARS AND FIFTY CENTS ($2,563,690.50) in lawful money of
the United States, in monthly installments as provided below (or
earlier, as hereinafter referred to) on the 1st day of each month
commencing January 1, 1995 of which the first two (2) installments
each shall be in the amount of $43,452.38 and the last (i.e.
balloon) installment shall be in the amount of $2,476,785.74 and
shall be due and payable on February 28, 1995. Maker hereby
further promises to pay interest to Payee in like money at said
office or place from and after the date the Term Loan is funded on
the unpaid principal balance thereof computed at the rate of two
percent (2.0%) percent per annum plus the prime commercial interest
rate as announced from time to time by The Philadelphia National
Bank, incorporated as CoreStates Bank. N.A., Philadelphia,
Pennsylvania, whether or not such announced rate is the best rate
available at such bank, which interest rate payable hereunder shall
increase or decrease in an amount equal to each increase or
decrease, respectively, in said prime commercial interest rate as
announced by said bank, effective on the first day of the month
after any change in said prime commercial interest rate based on
the prime commercial interest rate in effect on the last day of the
month in which any such change occurs. Interest shall be payable
on the 1st day of each month commencing January 1, 1995. Interest
after maturity shall be payable at a rate equal to two (2%) percent
per annum in excess of the rate otherwise payable hereunder.
Interest shall be calculated on the basis of a 360-day year and
actual days elapsed. In no event shall the interest charged
hereunder exceed the maximum permitted under the laws of the State
of Illinois.
This Note is issued as evidence of indebtedness arising
pursuant to the terms and provisions of the financing agreements,
documents and guaranties granting collateral security or evidencing
or creating indebtedness, each initially executed and delivered by
Maker or related parties in favor of Payee as of November 16, 1992,
as amended from time to time (the foregoing, together with all
present and future related agreements or instruments with respect
thereto, as the same may not exist or hereafter be amended,
modified or supplemented are hereafter collectively referred to as
the "Financing Agreements"). Capitalized terms used herein without
definition shall have the meanings ascribed to such terms in the
Financing Agreements. This Note is secured by, and is entitled to
the benefit of, any and all collateral pledged by Maker or related
parties to Payee as more particularly set forth in the Financing
Agreements. At the time payment is due hereunder, at is option
Payee may charge the amount thereof to any account of the Maker
maintained by Payee.
If there shall be a default in the payment when due of
principal or interest hereunder, or if an Event of Default shall
occur for any reason under the Financing Agreements, or if the
Financing Agreements shall be terminated or not renewed for any
reason whatsoever, then and in any such event, in addition to and
not in limitation of all rights and remedies of the Payee under the
Financing Agreements, applicable law and otherwise, all such rights
and remedies being cumulative, not exclusive and enforceable
alternatively, successively and concurrently, the Payee may, at its
option, declare all amounts owing under this Note to be due and
payable, whereupon the then unpaid balance hereof together with all
interest accrued thereon shall forthwith become due and payable,
together with interest accruing thereafter at the aforesaid rate
payable after maturity until this Note is paid and the costs and
expenses of collection hereof, including attorney's fees.
The Note is prepayable in whole or in part at any time in
accordance with the terms of the Financing Agreements.
The Maker hereby waives presentment for payment, demand,
notice of nonpayment and dishonor, protest and notice of protest.
The provisions of this Note may be changed, modified or
terminated orally, but only by an agreement, in writing signed by
the party to be charged, not shall any waiver be applicable except
in the specific instance for which it is given.
Section 12.1 of the Loan and Security Agreement dated as of
November 12, 1992 between Maker and Payee, as amended, is hereby
incorporated by reference, and shall be given full force and effect
as if the same were restated herein. This note and the Financing
Agreements shall be governed by and construed, and all rights and
obligations hereunder determined, in accordance with the laws of
the State of Illinois and shall be binding upon the successors and
assigns of the Maker and inure to the benefit of the Payee, its
successors, endorsers and assigns. If any term or provision of
this Note shall be held invalid, illegal or unenforceable, the
validity of all other terms and provisions shall in no way be
affected thereby.
The execution and delivery of this Note has been authorized by
the Board of Directors of Maker. The Maker hereby authorizes the
Payee to complete this note in any particulars according to the
terms of the loan evidenced hereby.
THIS NOTE IS NOT A NOVATION OF BUT MERELY RESTATES IN ITS
ENTIRETY AND RE-EVIDENCES THAT CERTAIN AMENDED AND RESTATED
PROMISSORY NOTE EXECUTED BY THE UNDERSIGNED IN FAVOR OF CONGRESS
DATED DECEMBER 29, 1993 (THE "INITIAL NOTE") AND NOTHING HEREIN OR
IN THE FINANCING AGREEMENTS, AS AMENDED, SHALL DEEM THE INITIAL
NOTE TO HAVE BEEN PAID; PROVIDED HOWEVER, THE PRINCIPAL AMOUNT OF
THIS NOTE EVIDENCES THE ENTIRE PRINCIPAL AMOUNT NOW OUTSTANDING
UNDER THE INITIAL NOTE. INTEREST ACCRUED UNDER THE INITIAL NOTE
PRIOR TO THE DATE OF THIS NOTE REMAINS ACCRUED AND UNPAID UNDER
THIS NOTE AND DOES NOT CONSTITUTE ANY PART OF THE PRINCIPAL AMOUNT
OF THIS NOTE.
IN WITNESS WHEREOF, the Maker has duly executed and sealed
this Note as of the day and year first above written.
COBRA ELECTRONICS CORPORATION,
a Delaware corporation
(f/k/a Dynascan Corporation)
By: Gerald M. Laures
Title: Vice President-Finance
EXHIBIT 10-19
AMENDMENT NO. 8 TO LOAN DOCUMENTS
THIS AMENDMENT NO. 8 TO LOAN DOCUMENTS ("Amendment"), dated as
of January 20, 1995 is entered into between COBRA ELECTRONICS
CORPORATION (f/k/a Dynascan Corporation), a Delaware corporation
("Debtor"), and CONGRESS FINANCIAL CORPORATION (CENTRAL)
("Congress"). The capitalized terms used herein without definition
shall have the respective meanings assigned thereto in the Loan
Agreement (as defined below).
W I T N E S S E T H:
WHEREAS, the parties hereto are parties to that certain Loan
and Security Agreement dated as of November 12, 1992 as amended by
Amendment No. 1 to Loan Agreement dated as of January 13, 1993,
Omnibus Amendment to All Loan Documents dated as of March 29, 1993,
Amendment No. 3 to Loan Agreement dated as of August 17, 1993,
Amendment No. 4 to Loan Agreement dated as of December 29, 1993,
Amendment No. 5 to Loan Agreement dated as of February 25, 1994,
Amendment No. 6 to Loan Agreement dated as of November 23, 1994,
and Amendment No. 7 to Loan Agreement dated as of December 14, 1994
(collectively, the "Existing Agreement" and as amended by this
Amendment, the "Loan Agreement") and certain other agreements and
documents executed or delivered in connection therewith.
Capitalized terms used herein without definition shall have the
meanings ascribed to such terms in the Loan Agreement.
WHEREAS, Debtor and Congress desire to extend the maturity
date of the Loan Agreement to January 10, 1997, restructure the
Term Loan facility, modify various aspects of the Revolving Loan
facility, delete provisions relating to Post-Termination Letters of
Credit which were added by Amendment No. 6 to Loan Agreement and
make various other amendments to the Loan Agreement and other Loan
Documents as set forth herein.
NOW, THEREFORE, in consideration of the premises, the mutual
covenants herein contained and other good valuable consideration
(the receipt, adequacy and sufficiency of which are hereby
acknowledged), the parties hereto, intending legally to be bound,
hereby agree as follows:
1. Amendments to Existing Loan Documents.
1.1 The following defined terms are hereby deleted from
Section 1 of the Existing Agreement:
"Cancellation Request" shall have the meaning set forth
in Section 4A.2 hereof.
"Cash Collateral" shall have the meaning set forth in
Section 4A.2 hereof.
"Cash Collateral Account" shall have the meaning set
forth in Section 4A.2 hereof.
"Interest Termination Event" shall have the meaning set
forth in Section 4A.3 hereof.
"Post-Termination Letter(s) of Credit" shall mean any
Letter(s) of Credit issued for the account of Debtor at the
sole discretion of Congress having a final expiry date
occurring on or after January 11, 1995 including any
replacements, renewals, extensions or modifications thereof.
1.2 The following terms are inserted into Section 1 of the
Existing Agreement in the appropriate place in alphabetical order:
"Dilution Event" shall exist whenever the aggregate
amount of noncash credits and other discounts reported or
accrued by the Debtor in the ordinary course of Debtor's
business consistent with Debtor's prior practices and policies
represent an amount greater than twenty-two percent (22%) of
the initial invoiced amount of all outstanding Accounts as
measured on the last day of each month for the immediately
preceding three month period.
"New Term Loan" shall mean the loan evidenced by that
certain New Term Promissory Note of dated as of January 23,
1995 in the original principal amount of $3,650,000 made by
Debtor and payable to Congress for the purpose of refinancing
the Term Loan and providing additional funding to Debtor.
"Repair Inventory" shall mean Inventory which has been
returned which is being repaired and/or repackaged for resale
and which is located at Debtor's premises or at a third party
repair/service facility which has executed and delivered a
bailee waiver letter in favor of and on terms acceptable to
Congress.
"Seasonal Overadvance Amount" shall mean (a) during the
period commencing March 1 and ending August 31 of each year
commencing with 1995, an amount equal to the lessor of (i)
$1,250,000 and (ii) the positive difference, if any, of
$1,250,000 minus (x) zero so long as no Dilution Event is
outstanding or (y) an amount equal to five percent (5%) of the
Net Amount of Eligible Accounts at anytime a Dilution Event is
outstanding, and (b) during the period commencing September 1
and ending February 28 or 29, as applicable, of each year
commencing with 1995, an amount equal to zero.
1.3 The following definitions in Section 1.1 of the Existing
Agreement is amended in its entirety as follows:
"Eligible Inventory" shall mean and include Inventory
consisting of first quality finished electronics goods (and
Repair Inventory) held for sale or resale in the ordinary
course of Debtor's business and raw materials for such
finished goods which are acceptable to Congress in all
respects exercising its Permitted Discretion and which (i) are
located at Debtor's premises or at Permitted Warehouses or
(ii) constitute In-Transit Inventory or Repair Inventory.
General criteria for Eligible Inventory may be established and
revised from time to time by Congress in the exercise of its
Permitted Discretion. In determining such acceptability
Congress may, but need not, rely on reports and schedules of
Inventory furnished to Congress by Debtor, but reliance
thereon by Congress from time to time shall not be deemed to
limit Congress' right to revise standards of eligibility
at any time exercising its Permitted Discretion. In
general, except as may be expressly permitted by Congress in
Congress' sole discretion, Eligible Inventory shall not
include discontinued items other than Discontinued Inventory,
work in process, molded components which are not part of
finished goods, spare parts, packaging and shipping materials,
supplies used or consumed in Debtor's business, Inventory at
the premises of third parties other than Inventory located at
Permitted Warehouses or In-Transit Inventory, Inventory which
is subject to a Lien in favor of any third party, bill and
hold goods, Inventory which is not subject to Congress'
perfected security interest, Inventory which is purchased on
consignment, and except for Inventory constituting Repair
Inventory, Inventory being repaired, remanufactured products,
defective goods, "seconds", and returned goods which are not
packaged for resale. In addition, Eligible Inventory must
also be Inventory that meets the following requirements in
Congress' sole and absolute judgment:
A. Except for Inventory constituting Repair Inventory,
the Inventory is in good condition, meets all standards
imposed by any governmental agency, or department or division
thereof, having regulatory authority over the Inventory, their
use and/or sale and is either currently usable or currently
saleable in the ordinary course of Debtor's business and is
not otherwise unacceptable to Congress in the exercise of its
Permitted Discretion because of age, type, category, quality
and/or quantity;
B. The Inventory has not been consigned to a customer
of Debtor, has not been used or repossessed, and has not been
attached, seized, made subject to a writ or distress warrant,
levied upon or brought within the possession of any receiver,
trustee, custodian or assignee for the benefit or creditors;
C. Each of the warranties and representations set forth
in this Agreement has been reaffirmed with respect thereto at
the time the most recent Availability Report was delivered to
Congress; and
D. The Inventory was not purchased by Debtor in or as
part of a "bulk" transfer or sale of assets unless Debtor has
complied with all applicable bulk sales or bulk transfer laws.
"In-Transit Inventory" shall mean first quality finished
electronics goods held for sale or resale in the ordinary
course of Debtor's business which are (a) evidenced by a
Qualifying Bill of Lading and currently in-transit from the
supplier thereof and for which (i) the supplier has been paid
in full therefor or (ii) the supplier has been issued a Letter
of Credit for the full amount of the purchase price thereof or
(b) to be acquired by Debtor from a supplier to which a Letter
of Credit has been issued for the full amount of the purchase
price thereof which contains as a condition to drawing
thereunder, the presentation of a Qualifying Bill of Lading.
"Permitted Real Estate Refinancing" means Debtor's
refinancing with a financial institution of all or a portion
of its real property; provided that, (i) the Debtor receives
cash proceeds in connection with any such refinancing which
are equal to or greater than the amount listed opposite such
property on Schedule A hereto, (ii) all net cash proceeds are
paid to Congress and applied to repayment in full of the New
Term Loan and with any balance being applied to repayment of
the remaining Obligations, and (iii) any Liens granted by
Debtor in connection with such refinancing shall be limited to
a senior Lien on the real property, fixtures and improvements
associated therewith and be subject to an intercreditor
agreement acceptable to Congress in its sole discretion;
provided that no Lien of any nature or priority shall be
provided in connection with such refinancing on any other
property of Debtor without the prior written consent of
Congress.
1.4 Section 2.1 of the Existing Agreement is amended and
restated in its entirety to read as follows:
"2.1 Revolving Loans. Congress shall, in the exercise of
its Permitted Discretion, make Revolving Loans (net of
applicable reserves pursuant to Section 4.1 and 4.2 hereof)
to Debtor from time to time, at Debtor's request, of (a)
seventy percent (70%) of the Net Amount of Eligible Accounts
(or such greater or lesser percentage thereof as Congress
shall, in the exercise of its Permitted discretion determine
from time to time), plus (b) the Seasonal Overadvance Amount,
if any, plus (c) the following percentages of Value of the
following categories of Eligible Inventory (or such greater of
lesser percentages thereof as Congress shall, in the exercise
of its Permitted Discretion, determine from time to time):
(i) 55% of first quality finished goods owned by
Debtor which do not constitute In-Transit
Inventory or Discontinued Inventory;
(ii) 55% of In-Transit Inventory;
(iii) 40% of Discontinued Inventory; and
(iv) 15% of Repair Inventory
Except as may be expressly permitted by Congress in Congress'
sole discretion, (i) during the period commencing on March 1
and ending on August 31 of each year, the outstanding
aggregate principal amount of Advances by Congress to Debtor
hereunder with respect to Eligible Inventory shall not exceed,
at any time, the lower of (a) the aggregate amount of the
above percentages of Value of Eligible Inventory, or (b)
$17,500,000 and (ii) during the period commencing on September
1 and ending on February 28 or 29, as applicable, of each
year, the outstanding aggregate principal amount of Advances
by Congress to Debtor hereunder with respect to Eligible
Inventory shall not exceed, at any time, the lower of (a) the
aggregate amount of the above percentages of Value of Eligible
Inventory, or (b) $15,000,000. In addition, except as may be
expressly permitted by Congress in Congress' sole discretion,
(i) the outstanding aggregate principal amount of Advances by
Congress to Debtor hereunder in respect to Discontinued
Inventory shall not exceed, at any time, the lower of (a) the
Value of Discontinued Inventory constituting Eligible
Inventory, or (b) $2,000,000 and (ii) the outstanding
aggregate principal amount of Advances by Congress to Debtor
hereunder in respect of Repair Inventory shall not exceed, at
any time, the lower of (a) the Value of Repair Inventory
constituting Eligible Inventory, or (b) $1,000,000. In
addition to the amount advanced against the value of Eligible
Accounts and Eligible Inventory, hereby, Congress may, in its
sole discretion, make Revolving Loans to Debtor from time to
time, at Debtor's request, which shall not exceed the positive
difference, if any, between (a) the Cash Value (as defined in
Section 12.3 hereof) on the date of determination less (b)
$1,850,000. The Revolving Loans made pursuant to this Section
2.1 shall be repaid in full upon termination of this Agreement
in accordance with Section 2.6 hereof. On each day that
Debtor shall request an Advance, and on any other day that
Congress may request, Debtor shall deliver to Congress an
assignment schedule, a remittance report and a report of
credit returns and allowances together with such other
documents as Congress may reasonably request, including,
without limitation, documents setting forth total sales, total
non-cash credits and cash collections of Debtor. In addition,
Debtor shall furnish to Congress on the first Business day of
each week and on any other day that Congress may request, an
Availability Report. In no event shall the information set
forth in the Availability Report or otherwise delivered to
Congress in connection therewith limit Congress' Permitted
Discretion to determine the Eligible Accounts, the Eligible
Inventory, the Net Amount of Eligible Accounts or the Value of
Eligible Inventory."
1.5 The Existing Agreement is amended by adding thereto the
following new Section 2.2A immediately following Section 2.2
thereof:
"2.2A New Term Loan. Congress shall subject to the
terms and conditions of Amendment No. 8 to this Agreement,
advance the New Term Loan to Debtor on the date the condition
precedent set forth in such Amendment No. 8 have been met to
the satisfaction of Congress. Debtor hereby irrevocably
directs Congress to apply the proceeds of the New Term Loan to
repayment in full of the outstanding principal and all accrued
but unpaid interest in respect of the Term Loan with the
remaining balance of such New Term Loan proceeds being applied
to reduce the outstanding balance of Revolving Loans. The New
Term Loan shall be repaid in accordance with the applicable
promissory note evidencing such loan and shall be repaid in
full upon the termination of this Agreement in accordance with
Section 2.6 hereof."
1.6 Section 2.4 of the Existing Agreement is amended and
restated in its entirety to read as follows:
"2.4 Maximum Loan Amount. Except as may be
expressly permitted by Congress in Congress' sole discretion,
the outstanding aggregate principal amount of all Advances by
Congress to Debtor hereunder or evidenced by any promissory
note, shall not exceed the Maximum Credit at any time and the
sum of the Revolving Loans plus the Letter of Credit
Outstandings plus the B/A Outstandings, shall not exceed the
Maximum Revolving Credit at any time. Without limiting
Congress' right to demand payment of the Obligations, or any
portion thereof, in accordance with any other terms of this
Agreement, in the same event that (i) the outstanding
aggregate principal amount of Advances by Congress to Debtor
exceeds the Maximum Credit or (ii) the sum of the
Revolving Loans plus the Letter of Credit Outstandings plus
the B/A Outstandings exceeds the lesser of the Maximum
Revolving Credit and the formula (giving effect to any
applicable sublimits) set forth in Section 2.1 hereof, Debtor
shall remain liable therefor and the entire amount of such
excess(es) shall, at Congress' option, become immediately due
and payable, upon Congress' demand and, except to the extent of
any amount then due and payable under the New Term Loan, all
payments thereof shall be applied to the Revolving Loans or to
cash collateralize any outstanding Letter of Credit or
Banker's Acceptances."
1.7 Section 2.6 of the Existing Agreement is amended and
restated in its entirety to read as follows:
"2.6 "Term of Agreement". This Agreement shall
become effective upon acceptance by you and shall continue in
full force and effect for a term ending January 10, 1997,
unless sooner terminated pursuant to the terms hereof.
Congress shall have the right to terminate this Agreement
immediately at any time upon the occurrence of an Event of
Default. No termination of this Agreement, however, shall
relieve or discharge Debtor of its duties, obligations and
covenants hereunder until all Obligations have been paid in
full, and Congress' continuing security interest in the
Collateral shall remain in effect until such Obligations have
been fully discharged."
1.8 Section 3.1 of the Existing Agreement is amended and
restated in its entirety to read as follows:
"3.1 Interest. Interest shall be payable by Debtor
to Congress in arrears on the first day of each month upon the
closing daily balances in Debtor's loan account for each day
during the immediately preceding month at a rate equal to one
and one-half percent (1.5%) per annum in excess of the prime
commercial interest rate from time to time publicly announced
by the CoreStates Bank, N.A., Philadelphia, Pennsylvania,
whether or not such announced rate is the best rate available
at such bank (the "Applicable Prime Rate"), provided that such
monthly interest payments regarding the closing daily balances
in Debtor's loan account constituting usage of the Seasonal
Overadvance Amount or otherwise reflecting Advances exceeding
the amounts permitted in Section 2.4 hereof shall be based on
a rate equal to two and one-half percent (2.5%) in excess of
the Applicable Prime Rate. The interest rate charged
hereunder shall increase or decrease by an amount equal to
each increase or decrease, respectively, in said prime loan
rate, effective on the first day of the month after any change
in said prime loan rate based on the prime loan rate in effect
on the last day of the month in which any such change occurs."
1.9 Section 4A of the Existing Agreement appearing immediately
following Section 4.2.5 is hereby deleted in its entirety.
1.10 Section 12.12 of the Existing Agreement is amended and
restated in its entirety to read as follows:
"12.12 Refinancing of the New Term Loan. In the event
Debtor shall present another bank or financial institution to
Congress that is willing to refinance the New Term Loan
pursuant to a Permitted Real Estate Refinancing, Congress will
subordinate its lien on the real estate (but not any Equipment
located thereon) which is the subject of such Permitted Real
Estate Refinancing on terms and conditions mutually acceptable
to Congress and such bank or financial institution."
1.11 Section 12.13 of the Existing Agreement is amended by
adding the following language at the end thereof:
"Debtor shall use its best efforts to cause the Equitable
Variable Life Insurance Company to issue to Congress prior to
February 15, 1995 a certificate of insurance or other
satisfactory written acknowledgement indicating that Congress
is the collateral assignee of Debtor's interests in the Policy
No. AA38257996 and confirming that the Insurance Assignment
executed by Debtor on November 12, 1992 in favor of Congress
relating to policy No. AA38257996 continues to remain in full
force and effect notwithstanding that the named insured
thereunder has been changed from "James J. Bode" to "Stephen
M. Yanklowitz"."
1.12 Section 1 of the Trademark Security Agreement is amended
by deleting the word "Lender's" and inserting the word "Borrower's"
in place thereof.
2. Conditions Precedent to Effectiveness of This Amendment.
Solely with respect to the amendment to Section 2.6 of the Existing
Agreement described in Section 1.7 to this Amendment and with
respect to all provisions of this Amendment set forth in Sections
3, 4, 5, and 6 hereof, this Amendment shall be deemed effective
upon the fulfillment of each of the conditions set forth in clauses
(a) through and including (d) set forth below. All aspects of this
Amendment shall become effective upon the fulfillment of each of
the following conditions (including the conditions in clause (e)
below) to the satisfaction of Congress:
(a) All of Debtor's representations and warranties
contained in the Loan Agreement and any other agreement
executed in connection therewith (other than the
representations and warranties that are expressly made as of
a certain date, which shall be true and correct in all
material respects on and as of such date) shall be true and
correct in all material respects;
(b) Debtor shall deliver to Congress a certificate of
the Secretary of Debtor, dated as of the effective date of
this Amendment and satisfactory in form and substance to
Congress, as Congress, in its sole discretion, shall
determine, certifying, among other things, (a) the names and
true signatures of the officers of Debtor authorized to sign
the Amendment and any of the other Loan Documents contemplated
thereby to which Debtor is a party; (b) that attached thereto
is a true and complete copy of the By-Laws of Debtor as in
effect on the date of such certification; (c) that attached
thereto is a true and complete copy of the resolutions of
Debtor's Board of Directors approving and authorizing the
execution and delivery of the Amendment and the other Loan
Documents contemplated thereby to which Debtor is a party;
and (d) that the Secretary has reviewed each of the material
agreements and written undertakings to which Debtor has become
a party since the date of the Initial Advance and the
execution, delivery and performance of this Amendment do not
violate or conflict with any of the terms or provisions of any
such material agreement or written undertaking.
(c) Congress shall have received from Debtor fully
executed counterparts to the Amendment, the New Term
Promissory Note in the form attached hereto as Exhibit A,
Amendment No. 1 to Illinois Mortgage in the form attached as
Exhibit B, Amendment No. 1 to North Carolina Deed of Trust in
the form of Exhibit C, and each other Loan Document
contemplated thereby to which Debtor is a party signed by duly
authorized officers of Debtor, and Congress shall have
delivered to Debtor fully executed counterparts to the
Amendment and each other Loan Document to which Congress is
party signed by a duly authorized officer of Congress;
(d) Congress shall have received from Debtor an
amendment fee equal to $50,000 which shall be deemed earned in
full on the date of Congress' execution and delivery of this
Amendment, and
(e) Congress shall have received updated title insurance
on each of the Illinois Mortgage and the North Carolina Deed
of Trust on terms acceptable to Congress.
3. Absence of Waiver or Setoff
3.1 No Waiver. Congress and Debtor agree that the amendment
set forth in Section 1 hereof shall be limited precisely as written
and except, as expressly set forth in Section 1 of this Amendment,
shall not be deemed to be a consent to any waiver or modification
of any other term or condition of the Existing Agreement, the Loan
Agreement or any Loan Document.
3.2 Acknowledgement of Liabilities. Debtor hereby acknowledges
and agrees that there is no defense, setoff or counterclaim of any kind,
nature or description to the Obligations or the payment thereof when due.
3.3 No Amounts Due on Cash Collateral. Debtor acknowledges
that no amounts are due Debtor from Congress or have accrued
pursuant to Section 4A.3 of the Existing Agreement (which Section
is being deleted from the Existing Agreement by this Amendment).
4. Representations. Debtor hereby represents and warrants
to Congress that:
(i) Debtor is a corporation duly organized, validly
existing, and in good standing under the laws of the state of
its incorporation;
(ii) the execution, delivery and performance of this
Amendment by Debtor are within its corporate powers, have been
duly authorized by all necessary corporate action and do not
violate or conflict with the terms of any agreement or written
undertaking to which the Debtor is a party;
(iii) This Amendment is a legal, valid, and binding
obligation of Debtor, enforceable against Debtor in accordance
with its terms.
(iv) attached hereto as Schedule 1 is an accurate
and complete listing of all life insurance policies owned by
the Debtor which have any Cash Value and each such policy is
currently subject to a valid and enforceable Insurance
Assignment in favor of Congress.
5. References in Other Documents. References to the
Existing Agreement in any Loan Document shall be deemed to include
a reference to the Loan Agreement, whether or not reference is made
to this Amendment.
6. Miscellaneous.
(i) Section heading used in this Amendment are for
convenience of reference only and shall not affect the
construction of this Amendment.
(ii) This Amendment may be executed in any number of
counterparts and by the different parties on separate
counterparts and each such counterpart shall be deemed to be
an original, but all such counterparts shall together
constitute but one and the same agreement.
(iii) This Amendment shall be a contract made under
and governed by the laws of the State of Illinois, without
giving effect to principles of conflicts of laws.
(iv) All obligations of Debtor and rights of
Congress that are expressed herein, shall be in addition to
and not in limitation of those provided by applicable law.
(v) Whenever possible, each provision of this
Amendment shall be interpreted in such manner as to be
effective and valid under applicable law; but if any provision
of this Amendment shall be prohibited by or invalid under
applicable law, such provision shall be ineffective to the
extent of such prohibition or invalidity, without invalidating
the reminder of such provision of such provision or the
remaining provisions of this Amendment.
(vi) This Amendment shall be binding upon Debtor and
Congress and their respective successors and assigns, and
shall inure to the benefit of Debtor and Congress and the
successors and assigns of Congress.
IN WITNESS WHEREOF, the parties hereby have caused this
Amendment to be executed by their respective officers thereunto
duly authorized as of the date first above written.
COBRA ELECTRONICS CORPORATION
(f/k/a Dynascan Corporation)
By: Gerald M. Laures
Name: Gerald M. Laures
Title: VP-Finance
CONGRESS FINANCIAL CORPORATION (CENTRAL)
By: Steven Linderman
Name: Steven Linderman
Title: Assist. Vice Pres.
LISTING OF LIFE INSURANCE POLICIES SCHEDULE 1
Insurance Policy
Insured Company Number
Stephen M. Yanklowitz Equitable AA38257996
J. Dennis Burke Equitable AA38257997
Fred N. Hackendahl Equitable AA38257998
Jerry Kalov Equitable AA38257995
Jerry Kalov Equitable AA38257999
Jerry Kalov Guardian 3153023
EXHIBIT A
NEW TERM PROMISSORY NOTE
$3,650,000.00 January 23, 1995
FOR VALUE RECEIVED, the undersigned (the "Maker"), does hereby
promise to pay to CONGRESS FINANCIAL CORPORATION (CENTRAL) (the
"Payee"), at its offices located at 100 South Wacker Drive, Suite
1940, Chicago, Illinois, 60606, or at such other place as the Payee
or any holder hereof may from time to time designate, the principal
sum of THREE MILLION SIX HUNDRED FIFTY THOUSAND DOLLARS
($3,650,000) in lawful money of the United States, in monthly
installments as provided below (or earlier, as hereinafter referred
to) on the 1st day of each month commencing February 1, 1995 of
which the first twenty-four (24) installments each shall be in the
amount of $43,452.38 and the last (i.e.balloon) installment shall
be in the amount of $2,607,142.88 and shall be due and payable on
January 10, 1997. Maker hereby further promises to pay interest to
Payee in like money at said office or place from and after the date
the New Term Loan is funded on the unpaid principal balance thereof
computed at the rate of one an one-half percent (1.5%) per annum
plus the prime commercial interest rate as announced from time to
time by CoreStates Bank. N.A., Philadelphia,Pennsylvania, whether
or not such announced rate is the best rate available at such bank,
which interest rate payable hereunder shall increase or decrease in
an amount equal to each increase or decrease, respectively, in said
prime commercial interest rate as announced by said bank, effective
on the first day of the month after any change in said prime
commercial interest rate based on the prime commercial interest
rate in effect on the last day of the month in which any such
change occurs. Interest shall be payable on the 1st day of each
month commencing February 1, 1995. Interest after maturity shall
be payable at a rate equal to two percent (2%) per annum in excess
of the rate otherwise payable hereunder. Interest shall be
calculated on the basis of a 360-day year and actual days elapsed.
In no event shall the interest charged hereunder exceed the maximum
permitted under the laws of the State of Illinois.
This Note is issued as evidence of indebtedness arising
pursuant to the terms and provisions of the financing agreements,
documents and guaranties granting collateral security or evidencing
or creating indebtedness, each initially executed and delivered by
Maker or related parties in favor of Payee as of November 16, 1992,
as amended from time to time (the foregoing, together with all
present and future related agreements or instruments with respect
thereto, as the same may not exist or hereafter be amended,
modified or supplemented are hereafter collectively referred to as
the "Financing Agreements"). Capitalized terms used herein without
definition shall have the meanings ascribed to such terms in the
Financing Agreements. This Note is secured by, and is entitled to
the benefit of, any and all collateral pledged by Maker or related
parties to Payee as more particularly set forth in the Financing
Agreements. At the time payment is due hereunder, at is option
Payee may charge the amount thereof to any account of the Maker
maintained by Payee.
If there shall be a default in the payment when due of
principal or interest hereunder, or if an Event of Default shall
occur for any reason under the Financing Agreements, or if the
Financing Agreements shall be terminated or not renewed for any
reason whatsoever, then and in any such event, in addition to and
not in limitation of all rights and remedies of the Payee under the
Financing Agreements, applicable law and otherwise, all such rights
and remedies being cumulative, not exclusive and enforceable
alternatively, successively and concurrently, the Payee may, at its
option, declare all amounts owing under this Note to be due and
payable, whereupon the then unpaid balance hereof together with all
interest accrued thereon shall forthwith become due and payable,
together with interest accruing thereafter at the aforesaid rate
payable after maturity until this Note is paid and the costs and
expenses of collection hereof, including attorney's fees.
The Note is prepayable in whole or in part at any time in
accordance with the terms of the Financing Agreements.
The Maker hereby waives presentment for payment, demand,
notice of nonpayment and dishonor, protest and notice of protest.
The provisions of this Note may be changed, modified or
terminated orally, but only by an agreement, in writing signed by
the party to be charged, nor shall any waiver be applicable except
in the specific instance for which it is given.
Section 12.1 of the Loan and Security Agreement dated as of
November 12, 1992 between Maker and Payee, as amended, is hereby
incorporated by reference, and shall be given full force and effect
as if the same were restated herein. This note and the Financing
Agreements shall be governed by and construed, and all rights and
obligations hereunder determined, in accordance with the laws of
the State of Illinois and shall be binding upon the successors and
assigns of the Maker and inure to the benefit of the Payee, its
successors, endorsers and assigns. If any term or provision of
this Note shall be held invalid, illegal or unenforceable, the
validity of all other terms and provisions shall in no way be
affected thereby.
The execution and delivery of this Note has been authorized by
the Board of Directors of Maker. The Maker hereby authorizes the
Payee to complete this note in any particulars according to the
terms of the loan evidenced hereby.
IN WITNESS WHEREOF, the Maker has duly executed and sealed this
Note as of the day and year first above written.
COBRA ELECTRONICS CORPORATION,
a Delaware corporation
(f/k/a Dynascan Corporation)
By: Gerald M. Laures
Title: Vice President-Finance
EXHIBIT B
This instrument prepared
by and when recorded
return to:
Philip J. Perzek, Esq.
Latham & Watkins
5800 Sears Tower
Chicago, Illinois 60606
FIRST AMENDMENT TO MORTGAGE,
SECURITY AGREEMENT AND ASSIGNMENT OF RENTS
THIS FIRST AMENDMENT TO MORTGAGE SECURITY AGREEMENT AND
ASSIGNMENT OF RENTS (the "Amendment") is made as of January 20,
1995, but and between COBRA ELECTRONICS CORPORATION (f/k/a Dynascan
Corporation), a Delaware corporation ("Mortgagor"), and CONGRESS
FINANCIAL CORPORATION (CENTRAL) ("Mortgagee").
WHEREAS, Mortgagor executed that certain Mortgage, Security
Agreement and Assignment of Rents, dated as of November 12, 1992
and recorded November 16, 1992 in the Office of the Recorder of
Cook County, Illinois as Document No. 92858615 (the "Mortgage"),
for the benefit of Mortgagee relating to that real property located
in the County of Cook, State of Illinois and described on Exhibit
A hereto. All capitalized terms used herein but not otherwise
defined shall have the meanings assigned to them in the Mortgage;
WHEREAS, Mortgagor and Mortgagee are parties to that certain
Loan and Security Agreement dated as of November 12, 1992, as
amended from time to time (the "Loan Agreement");
WHEREAS, Mortgagee and Mortgagor have entered into that
certain
Amendment No. 8 to Loan Agreement of even date herewith, in order
to, inter alia, extend the maturity date of the Loan Agreement to
January 10, 1997 (the "Maturity Date"), which date may be extended
by agreement of the parties to the Loan Agreement from time to
time; and
WHEREAS, the parties hereto desire to amend the Mortgage to
reflect the new Maturity Date of the indebtedness being secured
thereby.
NOW, THEREFORE, in consideration of the foregoing and the
mutual agreements herein contained, each party agrees as follows:
1. Amendment to Section 1.03 of the Mortgage. Section 1.03
of the Mortgage is hereby amended by deleting the following
language in the fifth line therein:
"The Obligations shall mature and become due and payable
not later than two years from the date hereof."
2. Representations. Mortgagor hereby represents and
warrants as of the date hereof that (i) all representations and
warranties contained in the Mortgage ar true and correct in all
material respects on the date hereof (except for representations
and warranties that were expressly made as of a certain date which
shall have been true and correct as of such date), (ii) the
execution, delivery and performance of this Amendment have been
duly authorized by all requisite action by Mortgagor, and (iii) the
Mortgage as amended hereby constitutes a legal, valid and binding
obligation of Mortgagor enforceable in accordance with its terms.
3. Ratification. The Mortgage (as amended hereby) shall
remain in full force and effect and is hereby ratified and
confirmed in all respects.
4. Execution in Counterparts. This Amendment may be
executed in any number of counterparts, and each such counterpart,
when so executed and delivered, shall be deemed to be an original
and binding upon the party signing such counterpart; all such
counterparts taken together shall constitute one and the same
instrument.
5. Entire Agreement. This is the entire agreement among the
parties with respect to the matters addressed herein, and may not
be modified except by written modification signed by all parties
hereto.
6. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of Illinois.
IN WITNESS WHEREOF, the parties have executed this Amendment
as of the day and year set forth above.
COBRA ELECTRONICS CORPORATION,
(f/k/a Dynascan Corporation),
a Delaware corporation
By: Gerald M. Laures
Name: Gerald M. Laures
Title: VP-Finance
CONGRESS FINANCIAL CORPORATION (CENTRAL)
By: Steven Linderman
By: Steven Linderman
Title: Assist. Vice President
EXHIBIT C
This instrument prepared by
and when recorded return to:
Philip J. Perzek, Esq.
Latham & Watkins
5800 Sears Tower
Chicago, Illinois 60606
FIRST AMENDMENT TO DEED OF TRUST,
SECURITY AGREEMENT AND ASSIGNMENT OF RENTS
THIS FIRST AMENDMENT TO DEED OF TRUST, SECURITY AGREEMENT AND
ASSIGNMENT OF RENTS (the "Amendment") is made as of January 20,
1995, by and between COBRA ELECTRONICS CORPORATION, (f/k/a/
Dynascan Corporation), a Delaware corporation ("Trustor") and
CONGRESS FINANCIAL CORPORATION (CENTRAL) ("Beneficiary").
WHEREAS, Trustor executed that certain Deed of Trust, Security
Agreement and Assignment of Rents, dated as of November 12, 1992
and recorded November 18, 1992 in the Office of the Registrar of
Deeds, Burke County, North Carolina in Book 800, Pages 97-119 (the
"Deed of Trust"), for the benefit of Beneficiary relating to that
real property located in the County of Burke, State of North
Carolina and described on Exhibit A hereto. All capitalized terms
used herein but not otherwise defined shall have the meanings
assigned to them in the Deed of Trust;
WHEREAS, Trustor and Beneficiary are parties to that certain
Loan and Security Agreement dated as of November 12, 1992, as
amended from time to time (the "Loan Agreement");
WHEREAS, Trustor and Beneficiary have entered into that
certain Amendment No. 8 to Loan Agreement of even date herewith, in
order to, inter alia, extend the maturity date of the Loan
Agreement to January 10, 1997 (the "Maturity Date"), which date may
be extended by agreement of the parties to the Loan Agreement from
time to time; and
WHEREAS, the parties hereto desire to amend the Deed of Trust
to reflect the new Maturity Date of the indebtedness being secured
thereby.
NOW, THEREFORE, in consideration of the foregoing and the
mutual agreements herein contained, each party agrees as follows:
1. Amendment to Section 1.01 of the Deed of Trust. Section
1.01 of the Deed of Trust is hereby amended by (i) deleting the
following language appearing in the last two sentences of the last
paragraph of Section 1.01:
"The amount of present indebtedness initially advanced
under the Loan Agreement is $20,800,000. All advances under
the Loan Agreement will be made within two years of the date
hereof."
and (ii) inserting in place thereof the following language:
"The amount of present indebtedness initially advanced
under the Loan Agreement on the date the Deed of Trust was
executed was $20,800,000, and the principal amount outstanding
under the Loan Agreement on January 20, 1995 was $16,438,329.
All advances under the Loan Agreement will be made during the
period commencing on the date hereof and ending on January 10,
1997."
2. Amendment to Section 1.03 of the Deed of Trust. Section
1.03 of the Deed of Trust is hereby amended by deleting the words
"two years from the date hereof" in the seventh line thereof, and
inserting in place thereof the words "January 10, 1997".
3. Amendment to Article VI of the Deed of Trust. Article VI
of the Deed of Trust is amended by adding the following Section
6.14:
"6.14 Address of Trustee for Notices. Notice to the
Trustee under the Deed of Trust should be addressed as
follows: Christopher C. Kupec, Moore & Van Allen,
NationsBank Corporation Center, 100 North Tryon Street,
47th Floor, Charlotte, North Carolina 28202. Telephone
number: (704) 331-1000; Fax number: (704) 331-1159".
4. Representations. Trustor hereby represents and warrants
as of the date hereof that (i) all representations and warranties
contained in the Deed of Trust are true and correct in all material
respects on the date hereof (except for representations and
warranties that were expressly made as of a certain date which
shall have been true and correct as of such date), (ii) the
execution, delivery and performance of this Amendment have been
duly authorized by al requisite action by Trustor, and (iii) the
Deed of Trust as amended hereby constitutes a legal, valid and
binding obligation of Trustor enforceable in accordance with its
terms.
5. Ratification. The Deed of Trust (as amended hereby)
shall remain in full force and effect and is hereby ratified and
confirmed in all respects.
6. Execution in Counterparts. This Amendment may be
executed in any number of counterparts, and each such counterpart,
when so executed and delivered, shall be deemed to be an original
and binding upon the party signing such counterpart; all such
counterparts taken together shall constitute one and the same
instrument.
7. Entire Agreement. This is the entire agreement among the
parties with respect to the matters addressed herein, and may not
be modified except by written modification signed by all parties
hereto.
8. Governing Law. This Amendment, the debts and obligations
secured hereunder, and all other obligations and agreements of the
parties hereunder, shall be governed by and construed in accordance
with the laws of the State of Illinois subject only to those laws
of the State of North Carolina that of necessity must apply to
methods of foreclosure directly affecting interests in the Trust
Property and the laws of the State of North Carolina that shall
apply to Beneficiary's rights against personal property covered by
the security interest granted in the Deed of Trust.
IN WITNESS WHEREOF, the parties have executed this Amendment
as of the date and year set forth above.
COBRA ELECTRONICS CORPORATION
(f/k/a Dynascan Corporation),
a Delaware corporation
By: Gerald M. Laures
Name: Gerald M. Laures
Title: Vice President
(SEAL) Attest: By: Karen L. Clement
Name: Karen L. Clement
Title: Assistant Secretary
CONGRESS FINANCIAL CORPORATION (CENTRAL)
By: James W. Ward
Name: James W. Ward
Title: Vice President
(SEAL) Attest: By: George Kalesnik, Jr.
Name: George Kalesnik, Jr.
Title: Asst. Secretary
EXHIBIT 10-20
September 23, 1994
Mr. Stephen M. Yanklowitz
2105 Stirling Road
Bannockburn, IL 60015
Dear Steve:
This letter is to confirm the terms of your employment with Cobra
Electronics Corporation ("Cobra").
1. At the commencement of this agreement on September 19, 1994,
you shall be employed as the Chief Operating Officer of Cobra and shall
have the normal duties, responsibilities and attendant authorities of
a Chief Operating Officer. You shall also have such other duties and
responsibilities as may from time to time be assigned to you by the
Chief Executive Officer and the Board of Directors.
2. During your employment hereunder, you shall receive a regular annual
salary at the rate of $200,000 per year, payable biweekly. (Your
salary will be subject to annual review of the Compensation Committee
of the Cobra Board of Directors.)
3. In addition to your regular annual salary, you also may receive a
bonus, without a maximum limitation, pursuant to a bonus plan to be
agreed upon between you and the Board of Directors. The criteria for
payout will be consistent with our pre-employment discussions, i.e. you
will receive a minimum payment of 35% of your base salary for
achievement of the approved profit plan with a target of an additional
30% payout of your base salary for major over achievement of the
approved profit plan based upon mutually agreeable criteria; provided
that the proceeds of any settlement or judgment received by the Company
in connection with the Babbitt litigation ("Babbitt Electronics Inc. v.
Dynascan Corporation") shall not be included as part of the profit
calculation for purposes of determining achievement of the approved
profit plan.
4. You shall be reimbursed for all of your reasonable and necessary
business expenses incurred in performing your duties for Cobra upon
presentation of Cobra's standard forms for expense reimbursement.
5. You also shall receive $15,000 gross each year to be used for
perquisites of your choice, payable monthly.
Mr. Stephen Yanklowitz
September 23, 1994
Page 2
6. A non-qualified stock option will be granted to you to purchase up to
125,000 shares of the corporation's stock, which will be subject to the
terms and conditions of Cobra's existing stock option plan. The
exercise price for the stock option will be the fair market value as
determined by the closing NASDAQ price on September 19, 1994, which was
$2.875 per share. It is the intention (but not an obligation) of the
Board of Directors to grant additional options to you of 75,000 shares
after your first year of employment, and an additional 50,000 shares
after your second year; both grants, should they occur, would be at the
fair market value on the grant date.
7. During the term of this agreement, you shall be entitled to participate
in such employee benefits including, but not limited to, life and
health insurance and other medical benefits as Cobra makes available
generally to individuals serving at senior corporate levels.
8. If at any time during the term of this agreement, you die or are deemed
to be disabled, Cobra may immediately terminate this agreement. For
the purpose of this agreement, you shall be deemed to be disabled if
you are physically or mentally unable to perform your duties hereunder
for a period of 180 consecutive days.
9. Notwithstanding any other provision of this agreement, except as
provided in Paragraph 12, Cobra may immediately terminate your
employment for any reason. In the event of such a termination, Cobra
shall pay to you an amount equal to your regular annual salary, payable
in 12 equal monthly installments and shall continue your then existing
medical and health benefits for one year from the date of your
termination provided that, if in such one year period you obtain
employment elsewhere, an independent contract or any other type of
engagement providing you with salary, commission or any other type of
compensation or benefits, or both, Cobra's obligation to make such
salary payments and benefits to you, as provided in this sentence,
shall be reduced by the salary, commission or any other type of
compensation and benefits, respectively, payable to you from such
employment, contract or engagement. Additionally, you will be paid a
pro-rata bonus for the period during the year you were with the
Company, the amount to be based upon the actual year-end results. All
of your remaining benefits, including the continued vesting of all
amounts under your stock option and deferred compensation plans, shall
immediately end upon your termination of employment. Notwithstanding
any other provision of this Paragraph 9, if your employment is
terminated as a result of your death, disability, or for cause, Cobra
shall pay to you only such salary or benefits as may be due to you
through the date of such termination. After the payment of the amounts
set forth in this Paragraph 9, you shall have no further rights to
recover any amounts under this agreement. For cause shall mean your
engaging in any embezzlement or misappropriation of corporate funds,
other acts of dishonesty, activities materially harmful to the
reputation of Cobra, willful refusal to perform or substantial
disregard of your assigned duties, violation of any statuary or common
law duty of loyalty to Cobra, or other material breach of this
agreement.
Mr. Stephen M. Yanklowitz
September 23, 1994
Page 3
10. For a one year period following the termination of your employment by
your decision, you shall not for the benefit of yourself or any
business or other entity solicit, directly or indirectly, Cobra
employees or customers of Cobra for products which are currently
marketed or which have been announced by the Company. In addition, at
no time following the 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 Cobra, including, but not
limited to Cobra's financial and product information and information
relating to Cobra's customer and supplier relations.
11. If, at any time of enforcement of any provisions of Paragraph 10, 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.
12. In the event your employment hereunder is terminated by Cobra within
six (6) months prior to, or within thirty-six months following, a
"Change of Control" (as defined below) of Cobra, for any reason, other
than your death, disability, or for cause, Cobra shall, within five
business days following such termination, pay to you an amount equal to
one hundred fifty percent (150%) of your regular annual salary, plus
all other amounts then due and owing to you under this agreement;
provided, however, that if such payment pursuant to this Paragraph 12
would result in your incurring excise tax liabilities pursuant to
Section 4999 of the Internal Revenue Code, then such payment shall be
reduced to the maximum amount which could be paid to you without
incurring such excise tax liabilities. In addition, you will be paid a
pro-rata bonus for the period of the year you were employed by the
Company, the amount to be based upon the actual year end results.
After the payment to you of such amount, you shall have no further
right to recover any amounts under this agreement.
For the purpose of this agreement, a Change of Control shall be deemed
to have occurred if: (a) 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 20 percent of the aggregate voting power of the
class or classes of capital stock of Cobra 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 Cobra or (b) as the result of any tender or exchange
offer, substantial purchase of Cobra's equity securities, merger
consolidation, sale of assets or contested election, or any combination
of the foregoing transactions, the persons who were directors of Cobra
immediately prior to such transaction or transactions shall not
constitute a majority of the board of directors (or of the board of
directors of any successor to or assign of Cobra) immediately after the
next meeting of stockholders of Cobra (or such successor or assign)
following such transaction.
Mr. Stephen M. Yanklowitz
September 23, 1994
Page 4
13. 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. Cobra may assign its rights, duties or obligations under
this agreement to a purchaser or transferee of all, or substantially
all, of the assets of Cobra.
14. Cobra's future waiver of any breach by you of any provision of this
agreement or failure to enforce any such provision with respect to you
shall not operate or be construed as a waiver of any subsequent breach
by you of any such provision or of Cobra's right to enforce any such
provision with respect to you. No act or omission of Cobra shall
constitute a waiver of any of its rights hereunder except for a written
waiver signed by an officer of Cobra.
15. As Chief Operating Officer, you shall be entitled to the benefits, and
shall be under the coverage, of Cobra's Directors and Officer Liability
and Corporate Reimbursement Insurance Policy. Further, you shall be
included within the group of officers entitled to indemnification as
provided in Cobra's by-laws.
16. 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.
17. This agreement shall be, in all respects, construed in accordance with
and governed by the laws of the State of Illinois.
Steve, we are extremely pleased that you have commenced your employment with
Cobra. We 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.
Sincerely,
COBRA ELECTRONICS CORPORATION
By: JERRY KALOV
President and Chief Executive Officer
By: STEPHEN M. YANKLOWITZ
JK/jb
cc: William Carmichael
Samuel Horberg
Carl Korn
Gerry Laures
James Marovitz
Harold Schwartz
EXHIBIT 10-21
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment (this "Amendment") to the Employment Agreement
dated as of January 1, 1988 (the "Agreement") between Cobra Electronics
Corporation (formerly known as Dynascan Corporation), a Delaware corporation
(the "Company"), and Jerry Kalov (the "Executive") is entered into as of
December 15, 1994. Capitalized terms used and not defined herein shall have
the meanings ascribed to them in the Agreement.
WHEREAS, the Executive has been employed by the Company as its
Chief Executive Officer pursuant to the Agreement since January 1, 1988 and
prior thereto had been employed by the Company in such capacity pursuant to
a predecessor employment agreement;
WHEREAS, the Executive has voluntarily foregone certain amounts of
Base Salary provided for by Section 4(a) of the Agreement for the years 1992
and 1993, as well as for the year 1994 through the date of this Amendment,
and is willing to continue to do so for the remaining term of the Agreement;
and
WHEREAS, the Company and the Executive desire to amend the
Agreement as provided herein in consideration for the Executive having
foregone, and continuing to forego, such amounts of Base Salary.
NOW, THEREFORE, in consideration of the premises and the
agreements and covenants contained herein, the Company and the Executive
hereby agree as follows:
1. Employment and Term. Section 1 of the Agreement is hereby
amended by deleting the date "December 31, 1997" from the first and third
sentences thereof and substituting the date "January 1, 1998" therefor.
2. Basic Compensation. The first sentence of Section 4(a) of
the Agreement is hereby amended as follows:
(a) Such sentence is amended by adding after the date "January 1,
1989" the following: "and ending December 31, 1991".
(b) Such sentence is further amended by adding at the end thereof
the following: ",and thereafter the Executive's Base Salary shall be:
for the year 1992 $345,074 per annum; for the year 1993 $311,519 per
annum; and for the years 1994 through 1997, inclusive, $300,000 per
annum".
3. Bonus Payments. Section 5 of the Agreement is hereby amended
as follows:
(a) The first sentence of Section 5 is amended by adding
after the number ".015" the following: "for the years 1988 through 1993,
inclusive, and .04 for the years 1994 through 1997, inclusive,".
(b) The last sentence of Section 5 is amended by adding
after the words "Employment Period" the following: "ending prior to
January 1, 1994".
4. Plan of Deferred Compensation. Section 6 of the Agreement is
hereby amended by adding the following two provisos at the end of the second
sentence thereof:
"; provided, however, that in no event shall the amount
payable by the Company pursuant to this Section 6 be less
than the amount that would have been payable pursuant to this
Section 6 had the Executive's Base Salary for the years 1992,
1993, 1994, 1995, 1996 and 1997 been $358,946, $369,679,
$380,954, $396,192, $412,040 and $428,522, respectively, and
had the Executive's Bonus been zero for each of the years
1992 through 1997, inclusive; and provided, further, that in
no event shall the amount payable by the Company pursuant to
this Section 6 be more than the amount that would have been
payable pursuant to this Section 6 had the Executive's Base
Salary for each of the years 1992 through 1997, inclusive,
been equal to the respective amounts set forth in the
preceding proviso and had the Executive's Bonus for each of
the years 1994 through 1997, inclusive, been 50% of the
Executive's Base Salary for each such year."
5. Stock Options. The first paragraph of Section 7(b) of the
Agreement is hereby amended by adding after the fifth sentence thereof the
following sentence:
"In addition, on May 9, 1994, the Executive shall be granted
pursuant to the 1988 Stock Option Plan an incentive stock
option (within the meaning of Section 422 of the Code) to
purchase 100,000 shares of the Company's Common Stock, $.33-1/3
par value, at a price of $2.625 per share, such price
being equal to the closing price of such Common Stock on the
Nasdaq National Market on May 9, 1994. Such incentive stock
option shall be exercisable with respect to 25,000 shares on
May 10, 1994 in accordance with the approval heretofore given
by the Board of Directors pursuant to Section 5(f)(i) of the
1988 Stock Option Plan, and shall become exercisable, in
cumulative installments, as to an additional 25,000 shares on
each of May 10, 1995, May 10, 1996 and May 10, 1997. In the
event that the employment of the Executive shall be terminated
by the Company for any reason other than for Cause (as such
term is defined in Section 9(b) hereof) prior to May 10, 1997,
such termination shall be deemed to constitute the retirement
of the Executive with the approval of the Company for purposes
of Section 5(e) of the 1988 Stock Option Plan, and such
incentive stock option shall becomeexercisable, in
accordance with the approval heretofore given by the Board of
Directors pursuant to Section 5(e) of the 1988 Stock Option
Plan, as to all shares subject thereto as of the date of such
termination. All other terms of such incentive stock option
and all other obligations of the Company with respect
thereto, including the obligation of the Company to extend
credit upon the exercise of such option, shall be the same as
the terms of, and obligations with respect to, the option to
purchase 321,000 shares referred to above in this Section
7(b). The Company shall use its best efforts as soon as
administratively possible to cause the 100,000 shares of
Common Stock subject to the incentive stock option granted on
May 9, 1994 to be registered pursuant to an effective
registration statement on Form S-8, and the Company shall use
its best efforts to enable such shares to be eligible for
resale pursuant to Rule 144 under the Securities Act (without
regard to the holding period condition of Rule 144(d))."
6. Termination of Employment. The first sentence of Section 9(a)
of the Agreement is hereby amended by deleting therefrom the date "December
31, 1997" and substituting therefor the date "January 1, 1998".
7. Term Loan Promissory Note. The Company and the Executive
shall execute an Amended and Restated Term Loan Promissory Note ("Amended
Note") in the form attached hereto concurrently with the execution of this
Amendment, which Amended Note shall provide (i) that the interest rate from
and after the original execution date of the Term Loan Promissory Note
between the parties dated December 31, 1990 ("Original Note") shall be the
appropriate applicable federal rate adjusted and applied on the first day of
each calendar month during the term of the Amended Note (including the term
of the Original Note) and (ii) the term of the Amended Note shall be
extended to December 30, 1997. The Company and the Executive agree and
understand that it was the original intent of the parties to applythe
appropriate applicable federal rate described in the prior sentence from the
original date of the Original Note. The Company and the Executive agree and
understand that it is the current intent of the parties to extend the term
of the Original Note to December 30, 1997 as described in this Section 7.
8. Payment of Expenses. The Company acknowledges that this
Amendment was initiated by it and is principally for its convenience and
agrees to pay the costs and expenses incurred by the Executive in connection
with the Executive's review and execution hereof.
IN WITNESS WHEREOF, the Company has caused this Amendment to be
executed by its duly authorized officer and the Executive has executed this
Amendment as of the day and year first above written.
COBRA ELECTRONICS CORPORATION
By GERALD M. LAURES
--------------------------
EXECUTIVE:
JERRY KALOV
--------------------------
EXHIBIT 10-22
AMENDED AND RESTATED TERM LOAN PROMISSORY NOTE
$1,250,000.00 Dated: As of December 31, 1990
FOR VALUE RECEIVED, the undersigned, JERRY KALOV (the "Borrower"),
HEREBY UNCONDITIONALLY PROMISES TO PAY to the order of COBRA ELECTRONICS
CORPORATION (formerly known as DYNASCAN CORPORATION), a Delaware corporation
(the "Company"), at its office at 6460 Cortland Street, Chicago, Illinois
60635, or at such other place as the holder of this Amended and Restated
Term Loan Promissory Note ("Term Loan Note") may from time to time designate
in writing, in lawful money of the United States of America and in immediately
available funds, the principal sum of ONE MILLION TWO HUNDRED FIFTY THOUSAND
AND NO/100 DOLLARS ($1,250,000.00) ("Original Principal Amount"), together
with interest on the unpaid principal balance at the rate provided below
from the date hereof until the principal amount is paid in full. This Term
Loan Note is referred to in, and was executed pursuant to, that certain
Employment Agreement dated as of January 1, 1988 (as amended, restated,
supplemented or otherwise modified from time to time, the "Employment
Agreement") between the Company and the Borrower, pursuant to which the
Company agrees to extend credit to the Borrower for the purpose of the
Borrower's exercising any of the options (the "Options") granted under
the "1985 Stock Option Plan" referred to in the Employment Agreement for an
amount equal to the full option exercise price of shares of the common stock
of the Company (the "Common Stock") received upon the exercise of any of the
Options. The Original Principal Amount under this Term Loan Note is based
on the Borrower's exercise of each of its 375,000 options to purchase one
share of the Common Stock at an exercise price of three dollars and thirty-
three and one-third cents per share.
The entire principal indebtedness evidenced hereby, together with
all accrued but unpaid interest thereon, shall be payable in one installment
on December 30, 1997 (the "Maturity Date"); provided, however, that the
Borrower may, at his option and without penalty or premium, prepay the
outstanding principal balance and accrued interest thereon, or any portion
thereof, at any time prior to the Maturity Date. Any such prepayment of
less than the entire outstanding principal balance hereof shall be applied
first to all accrued but unpaid interest hereunder, and second to the unpaid
principal balance hereof. Interest shall accrue on the unpaid principal
balance hereof from the date hereof set forth above until the principal
amount is paid in full at the per annum rate equal to the minimum applicable
federal rate required to avoid the imputation of interest under the Internal
Revenue Code of 1986, as amended, adjusted and applied on the first day of
each calendar month during the term of this Term Loan Note. In the event
that the Borrower fails to pay the interest accruing as of December 30 in
any year during the term of this Term Loan Note, such unpaid interest shall
be added to the outstanding principal balance hereof. The Borrower further
agrees to pay all costs and expenses incurred by the Company in connection
with the collection or enforcement of the Borrower's obligations hereunder.
In order to secure the prompt and complete payment, observance and
performance of all of the Borrower's obligations and liabilities hereunder
(the "Obligations"), the Borrower has executed that certain Pledge Agreement
of even date herewith in favor of the Company, pursuant to which the
Borrower grants to the Company a continuing security interest in all of the
Common Stock of the Company received by the Borrower upon the exercise of
any or all of the Options (the "Common Stock"). In the event the Borrower
disposes of any of the Common Stock received upon the exercise of any of the
Options for which credit has been extended by the Company, the Borrower
shall pay to the Company an amount equal to the lesser of (i) the total
amount of the proceeds of such disposition and (ii) the amount of the unpaid
principal hereof and interest accruing thereon multiplied by a fraction, the
numerator of which is the number of shares of the Common Stock for which the
proceeds are received, and the denominator of which is 375,000, to be
applied to the unpaid principal balance hereof and the interest accruing
thereon. To the extent the amount of such payment of proceeds is less than
the entire outstanding principal balance hereof, such payment of proceeds
shall be applied to unpaid principal and interest as specified above.
Each of the following shall constitute an Event of Default under
this Term Loan Note:
(1) Borrower fails to pay when due, whether by acceleration or
otherwise, any payment required under this Term Loan Note;
(2) Borrower generally fails to pay, or admits in writing his
inability to pay, his debts as they mature, or applies for, consents
to, or acquiesces in the appointment of a trustee, receiver or other
custodian for the Borrower or for a substantial part of the Borrower's
property, or makes a general assignment for the benefit of creditors;
or, in the absence of such application, consent or acquiescence, a
trustee, receiver or other custodian is appointed for the Borrower or
for a substantial part of the Borrower's property, or any bankruptcy,
debt arrangement or other proceeding under any bankruptcy or insolvency
law is instituted by or against the Borrower, or any warrant of
attachment or similar legal process is issued against any substantial
part of the property of the Borrower, and such trustee, receiver,
custodian, proceeding or process, as the case may be, is not
discharged, satisfied, dismissed, stayed or lifted, as applicable,
within thirty (30) days; and
(3) There shall be entered against the Borrower one or more
judgments or decrees in excess of $500,000.00 in the aggregate at any
one time outstanding, excluding those judgments or decrees (a) that
shall have been outstanding less than thirty (30) calendar days from
the entry thereof or (b) for and to the extent to which the Borrower is
insured and with respect to which the insurer has assumed
responsibility in writing or for and to the extent to which the
Borrower is otherwise indemnified if the terms of such indemnification
are satisfactory to the Company.
In the event that one or more Events of Default described in (2) above shall
occur, the Obligations shall be immediately due and payable without demand,
notice or declaration of any kind whatsoever. In the event an Event of
Default other than one described in (2) above shall occur, the Company, in
its sole discretion, may declare the Obligations due and payable without
demand or notice of any kind whatsoever, whereupon all of the Obligations
shall be immediately due and payable. The Company shall promptly advise the
Borrower of any such declaration, but failure to do so shall not impair the
effect of such declaration.
To the extent not waived in the preceding paragraph, demand,
presentment, protest and notice of nonpayment and protest are hereby waived
by the Borrower.
This Term Loan Note has been delivered at and shall be deemed to
have been made at Chicago, Illinois and shall be interpreted and the rights
and liabilities of the parties hereto determined in accordance with the
internal laws (as opposed to the conflicts of law provisions) of the State
of Illinois. Whenever possible each provision of this Term Loan Note shall
be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Term Loan Note shall be prohibited by or
invalid under applicable law, such provision shall be ineffective to the
extent of such prohibition or invalidity, without invalidating the remainder
of such provision or the remaining provisions of this Term Loan Note. THIS
TERM LOAN NOTE IS NON-NEGOTIABLE AND UNDER NO CIRCUMSTANCES SHALL THE SAME
BE CONSTRUED AS A NEGOTIABLE INSTRUMENT UNDER THE UNIFORM COMMERCIAL CODE,
AS ENACTED IN ANY RELEVANT JURISDICTION. Whenever in this Term Loan Note
reference is made to the Company or the Borrower, such reference shall be
deemed to include, as applicable, a reference to their respective successors
and assigns. The provisions of this Term Loan Note shall be binding upon
and shall inure to the benefit of said successors and assigns. The
Borrower's successors and assigns shall include, without limitation, a
receiver, trustee or debtor-in-possession of or for the Borrower, and a
legal representative or designated beneficiary under the Employment Agreement.
This Term Loan Note amends and restates that Term Loan Promissory
Note of the Borrower, dated December 31, 1990, payable to the Company in the
principal amount of $1,250,000.
IN WITNESS WHEREOF, the Borrower has executed this Term Loan Note
on December 15, 1994, effective as of December 31, 1990.
JERRY KALOV
----------------------------
Jerry Kalov
EXHIBIT 21
COBRA ELECTRONICS CORPORATION
SUBSIDIARIES OF THE REGISTRANT
------------------------------
State or
Other
Name Under Which Subsidiary Ownership
Jurisdiction
Does Business Percentage of
Incorporation
- - --------------------------- ----------
- - ----------------
Cobra Electronics (HK)
Limited 100% Hong
Kong
Dynascan Europe Limited 100% England
EXHIBIT 23
DELOITTE & TOUCHE LLP
INDEPENDENT AUDITORS' CONSENT
-----------------------------
We consent to the incorporation by reference in Registration Statement Nos.
33-25973 and 33-24459 of Cobra Electronics Corporation and subsidiaries of our
report dated March 2, 1995, appearing in this Annual Report on Form 10-K of
Cobra Electronics Corporation and subsidiaries for the year ended December 31,
1994.
DELOITTE & TOUCHE LLP
Chicago, Illinois
March 24, 1995
EXHIBIT 23
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the incorporation of
our report included in this Form 10-K, into the Company's previously filed
Registration Statement File Nos. 33-25973 and 33-24459. It should be noted
that we have not audited any financial statements of the Company subsequent to
December 31, 1993.
ARTHUR ANDERSEN LLP
Chicago, Illinois
March 27, 1995
EXHIBIT 27
COBRA ELECTRONICS CORPORATION
FINANCIAL DATA SCHEDULE
-----------------------