Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q

 

 

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2014

OR

 

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission File Number 0-511

 

 

COBRA ELECTRONICS CORPORATION

(Exact name of Registrant as specified in its Charter)

 

 

 

DELAWARE		36-2479991
(State or other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
6500 WEST CORTLAND STREET CHICAGO, ILLINOIS		60707
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (773) 889-8870

 

 

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 whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    YES  x    NO  ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer		¨		Accelerated filer		¨
Non-accelerated filer		¨  (Do not check if a smaller reporting company)		Smaller reporting company		x

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    YES  ¨    NO  x

The number of shares of the Registrant’s Common Stock outstanding as of May 6, 2014 was 6,602,980

 

 

 

---

Table of Contents

TABLE OF CONTENTS

 

				Page No.
PART I		FINANCIAL INFORMATION
Item 1		Financial Statements			3
Item 2		Management’s Discussion and Analysis of Financial Condition and Results of Operations			19
Item 3		Quantitative and Qualitative Disclosures About Market Risk			23
Item 4		Controls and Procedures			23
PART II		OTHER INFORMATION
Item 1A		Risk Factors			24
Item 5		Other Information			24
Item 6		Exhibits			25
SIGNATURES					26

 

2

---

Table of Contents

PART I

FINANCIAL INFORMATION

 

Item 1.

Financial Statements

Cobra Electronics Corporation and Subsidiaries

Consolidated Statements of Operations—Unaudited

(In Thousands, Except Per Share Amounts)

 

		Three Months Ended
		March 31
		2014				2013
Net sales		$	21,381			$	21,577
Cost of sales			15,602				15,342
Gross profit			5,779				6,235
Selling, general and administrative expense			7,416				7,961
Loss from operations			(1,637	)			(1,726	)
Interest expense			(257	)			(160	)
Other income			206				353
Loss before income taxes			(1,688	)			(1,533	)
Tax benefit			(22	)			(1	)
Net loss		$	(1,666	)		$	(1,532	)
Net loss per common share:
Basic		$	(0.25	)		$	(0.23	)
Diluted		$	(0.25	)		$	(0.23	)
Weighted average shares outstanding:
Basic			6,603				6,611
Diluted			6,603				6,611

The accompanying notes are an integral part of these financial statements.

 

3

---

Table of Contents

Cobra Electronics Corporation and Subsidiaries

Consolidated Statements of Comprehensive Income (Loss)—Unaudited

(In Thousands)

 

		Three Months Ended March 31
		2014				2013
Net loss		$	(1,666	)		$	(1,532	)
Other comprehensive (loss) income net of tax:
Foreign currency translation			66				(670	)
Interest rate swap, no tax benefit			(106	)			17
Other comprehensive (loss) income			(40	)			(653	)
Comprehensive loss		$	(1,706	)		$	(2,185	)

The accompanying notes are an integral part of these financial statements.

 

4

---

Table of Contents

Cobra Electronics Corporation and Subsidiaries

Consolidated Balance Sheets

(In Thousands)

 

		March 31,				December 31,
		2014				2013
		(Unaudited)
ASSETS
Current assets:
Cash		$	3,390			$	3,059
Receivables, net of allowance for doubtful accounts of $131 in 2014 and $126 in 2013			10,038				19,338
Inventories, primarily finished goods, net			33,707				35,810
Other current assets			3,820				3,686
Total current assets			50,955				61,893
Property, plant and equipment, at cost:
Buildings and improvements			7,010				7,010
Tooling and equipment			15,122				14,937
			22,132				21,947
Accumulated depreciation			(17,085	)			(16,724	)
Land			230				230
Property, plant and equipment, net			5,277				5,453
Other assets:
Cash surrender value of life insurance policies			7,690				7,586
Deferred income taxes, non-current			314				322
Intangible assets			7,259				7,372
Other assets			183				180
Total other assets			15,446				15,460
Total assets		$	71,678			$	82,806

 

The accompanying notes are an integral part of these financial statements.

 

5

---

Table of Contents

Cobra Electronics Corporation and Subsidiaries

Consolidated Balance Sheets (continued)

(In Thousands, Except Share Data)

 

		March 31,				December 31,
		2014				2013
		(Unaudited)
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Revolving bank loan facility		$	13,217			$	20,673
Accounts payable			4,892				5,726
Accrued salaries and commissions			1,321				1,612
Accrued advertising and sales promotion costs			755				1,207
Accrued product warranty costs			991				1,113
Accrued income taxes			13				13
Deferred income taxes, current			176				174
Other accrued liabilities			2,933				3,102
Total current liabilities			24,298				33,620
Non-current liabilities:
Deferred compensation			7,846				7,910
Deferred income taxes			634				653
Other long-term liabilities			636				714
Total non-current liabilities			9,116				9,277
Total liabilities			33,414				42,897
Commitments and contingencies			—				—
Shareholders’ equity:
Preferred stock, $1 par value Authorized: 1,000,000 shares Issued: None			—				—
Common stock, $.33 1/3 par value Authorized: 12,000,000 shares Issued: 7,170,800 shares Outstanding: 6,602,980 shares			2,390				2,390
Additional paid-in capital			21,593				21,532
Retained earnings			19,653				21,319
Accumulated other comprehensive loss			(1,535	)			(1,495	)
			42,101				43,746
Treasury stock, at cost (567,820 shares)			(3,837	)			(3,837	)
Total shareholders’ equity			38,264				39,909
Total liabilities and shareholders’ equity		$	71,678			$	82,806

The accompanying notes are an integral part of these financial statements.

 

6

---

Table of Contents

Cobra Electronics Corporation and Subsidiaries

Consolidated Statements of Cash Flows—Unaudited

(In Thousands)

 

		Three Months Ended
		March 31
		2014				2013
Cash flows from operating activities:
Net loss		$	(1,666	)		$	(1,532	)
Adjustments to reconcile net loss to net cash flows from operating activities:
Depreciation and amortization			818				840
Deferred income taxes			(16	)			(16	)
Gain on cash surrender value (CSV) life insurance			(104	)			(458	)
Stock-based compensation			61				74
Changes in assets and liabilities:
Receivables			9,309				7,219
Inventories			2,136				4,418
Other assets			(232	)			(168	)
Accounts payable			(834	)			(3,125	)
Other liabilities			(1,182	)			(1,523	)
Net cash provided by operating activities			8,290				5,729
Cash flows from investing activities:
Property, plant and equipment			(170	)			(279	)
Intangible assets			(213	)			(311	)
Net cash used in investing activities			(383	)			(590	)
Cash flows from financing activities:
Bank borrowings			23,101				20,434
Bank repayments			(30,557	)			(22,499	)
Capital lease obligations			(10	)			(10	)
Net cash used in financing activities			(7,466	)			(2,075	)
Effect of exchange rate changes on cash and cash equivalents			(110	)			84
Net increase in cash			331				3,148
Cash at beginning of period			3,059				1,785
Cash at end of period		$	3,390			$	4,933
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest		$	279			$	126
Income taxes		$	—			$	351

The accompanying notes are an integral part of these financial statements.

 

7

---

Table of Contents

Cobra Electronics Corporation and Subsidiaries

Consolidated Statement of Shareholders’ Equity and Comprehensive Income (Loss)—Unaudited

(In Thousands)

 

		Common Stock				Additional Paid-in Capital				Retained Earnings				Accumulated Other Comprehensive Income (Loss)				Treasury Stock				Total
Balance—December 31, 2013		$	2,390			$	21,532			$	21,319			$	(1,495	)		$	(3,837	)		$	39,909
Net loss			—				—				(1,666	)			—				—				(1,666	)
Accumulated other comprehensive income (loss):
Foreign currency translation adjustment			—				—				—				66				—				66
Interest rate swap, no tax benefit			—				—				—				(106	)			—				(106	)
Stock compensation expense			—				61				—				—				—				61
Balance—March 31, 2014		$	2,390			$	21,593			$	19,653			$	(1,535	)		$	(3,837	)		$	38,264

The accompanying notes are an integral part of these financial statements.

 

8

---

Table of Contents

Cobra Electronics Corporation and Subsidiaries

Notes to Consolidated Financial Statements

For the Three Months Ended March 31, 2014 and 2013

(Unaudited)

The consolidated financial statements for the three months ended March 31, 2014 included herein have been prepared by Cobra Electronics Corporation (the “Company”), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been omitted pursuant to such rules and regulations, although the Company believes that the disclosures contained herein are adequate to make the information presented not misleading. The Consolidated Balance Sheet as of December 31, 2013 has been derived from the audited consolidated balance sheet as of that date. These consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 as filed with the SEC. In the opinion of management, the information contained herein reflects all adjustments necessary to make the results of operations for the interim period a fair statement of such operations. Due to the seasonality of the Company’s business, the results of operations of any interim period are not necessarily indicative of the results that may be expected for a fiscal year.

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business — Cobra designs and markets consumer electronics products, which it sells primarily under the Cobra brand name principally in the United States, Canada and Europe. The Company, through its Performance Products Limited (“PPL”) subsidiary, sells products under the Snooper trade name, principally in the United Kingdom, as well as elsewhere in Europe. A majority of the Company’s products are purchased from overseas suppliers based in China, Hong Kong, Taiwan and South Korea. The consumer electronics market is characterized by rapidly changing technology and certain products may have limited life cycles. Management believes that it maintains strong relationships with its current suppliers and 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 on 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, in certain limited circumstances, reimburse the Company for lost profits resulting from a supplier’s inability to fulfill its commitments to the Company.

Principles of Consolidation — The consolidated financial statements include the accounts of the Company and its subsidiaries. The consolidated entities are collectively referred to as the “Company”. All intercompany balances and transactions have been eliminated in consolidation.

Accounts Receivable — The majority of the Company’s accounts receivables are due from retailers and two-step distributors. Credit is extended based on an evaluation of a customer’s financial condition, including, at times, the availability of credit insurance, and, generally, collateral is not required. Accounts receivable are due within various time periods specified in the terms applicable to the specific customer and are stated at amounts due from customers net of an allowance for doubtful accounts.

The Company determines its allowance for doubtful accounts by considering a number of factors, including the length of time trade accounts receivable are past due, the Company’s previous loss history, the customer’s current ability to pay its obligation to the Company, availability of credit insurance and the condition of the general economy and the industry as a whole. The Company writes off accounts receivable against the allowance for doubtful accounts when they are judged to be uncollectible, and payments subsequently received on such receivables are credited to bad debt expense.

 

9

---

Table of Contents

(2) SEGMENT INFORMATION

The Company operates in two business segments (1) Cobra Consumer Electronics (“Cobra”) and (2) Performance Products Limited (“PPL”). The Cobra segment is comprised of Cobra Electronics Corporation, Cobra Hong Kong Limited (“CHK”) and Cobra Electronics Europe Limited (“CEEL”). Each segment has a separate sales department and maintains separate distribution channels which provide segment-exclusive product lines to its customers. There were no intersegment sales for the three months ended March 31, 2014 and 2013. The financial information by business segment for the three months ended March 31, 2014 and 2013 follows:

 

		2014												2013
		COBRA				PPL				TOTAL				COBRA				PPL				TOTAL
		(in thousands)
Net sales		$	18,037			$	3,344			$	21,381			$	18,415			$	3,162			$	21,577
Cost of sales			13,353				2,249				15,602				13,362				1,980				15,342
Gross profit			4,684				1,095				5,779				5,053				1,182				6,235
Selling, general and administrative expense			6,084				1,332				7,416				6,761				1,200				7,961
Loss from operations			(1,400	)			(237	)			(1,637	)			(1,708	)			(18	)			(1,726	)
Interest expense			(257	)			—				(257	)			(160	)			—				(160	)
Other income (expense)			212				(6	)			206				453				(100	)			353
Loss before income taxes			(1,445	)			(243	)			(1,688	)			(1,415	)			(118	)			(1,533	)
Tax (benefit) provision			(6	)			(16	)			(22	)			15				(16	)			(1	)
Net loss		$	(1,439	)		$	(227	)		$	(1,666	)		$	(1,430	)		$	(102	)		$	(1,532	)

(3) MULTIPLE ELEMENT ARRANGEMENTS

PPL bundles the sales of its navigation products with access to the AURA database and map updates. The deferred revenue was calculated using the relative selling price method based on Vendor Specific Objective Evidence (“VSOE”) and recognized over the applicable subscription period, generally two years. A summary of PPL’s deferred revenue at March 31, 2014 and December 31, 2013 follows:

 

		March 31, 2014				December 31, 2013
		(in thousands)
Deferred revenue—PPL		$	1,119			$	1,110

In addition, the Company’s domestic business sells products bundled with access to the AURA database and mobile navigation products bundled with map updates. Revenues deferred from these arrangements were calculated using the relative fair market value method and recognized over the applicable subscription period, generally two years. A summary of deferred revenue for Cobra U.S. at March 31, 2014 and December 31, 2013 follows:

 

		March 31, 2014				December 31, 2013
		(in thousands)
Deferred revenue—Cobra U.S.		$	233			$	297

(4) INCOME TAXES

Each quarter, the Company estimates the annual effective income tax rate (“ETR”) for the full year and applies that rate to the earnings (loss) before income taxes for tax jurisdictions not subject to a valuation allowance in determining its provision for income taxes for the interim periods. The determination of the consolidated provision for income taxes, deferred tax assets and liabilities and the related valuation allowance requires management to make certain judgments and estimates. Changes in the estimated level of annual pre-tax earnings, tax laws and changes resulting from tax audits can affect the overall effective income tax rate, which impacts the level of income tax expense and net income. Judgments and estimates related to the Company’s projections and assumptions are inherently uncertain; therefore, actual results could differ materially from projections.

The year-to-date ETR was less than the statutory U.S. federal income tax rate, mainly due to the taxing jurisdictions in which the Company and its foreign subsidiaries generate taxable income or loss and judgments as to the realizability of the Company’s deferred tax assets.

 

10

---

Table of Contents

The Company reviews the need for a valuation allowance at each quarter-end. The U.S. operations were in a loss position for the three month period and the thirty-six month period ended March 31, 2014. Based on this and other relevant information, the Company concluded it did not meet the more likely than not criteria to justify the reversal of the valuation allowance at March 31, 2014. The valuation allowance for the U.S. operations totaled $10.3 million at March 31, 2014 and December 31, 2013. The Company will continue to monitor the need for a valuation allowance throughout 2014, pursuant to the guidance of U.S. accounting principles. Should the Company demonstrate a favorable and sustainable trend for its historic and projected operating results in the U.S., a reduction in the valuation allowance and a corresponding income tax benefit may result.

(5) FINANCING ARRANGEMENTS

The Company is party to a Credit Agreement dated July 16, 2010 (as amended, the “Credit Agreement”) among the Company, BMO Harris Bank N.A., as administrative agent (the “Administrative Agent”), and the lenders party thereto from time to time (the “Lenders”). The Credit Agreement provides for a $35.0 million secured credit facility expiring on July 16, 2016. Pursuant to the terms of its Credit Agreement, the Company is required to make mandatory prepayments on the amounts outstanding thereunder in the event that the Company receives proceeds under certain circumstances or in connection with other specified events. Absent a waiver from lenders, a failure to comply with the covenants in the Credit Agreement could result in any outstanding indebtedness under the Credit Agreement becoming immediately due and payable and the inability to borrow additional funds under the Credit Agreement.

The Credit Agreement was amended on March 6, 2014 to waive the non-compliance with the fixed charge coverage ratio for the fourth quarter of 2013, to replace the interest reserve with a $1.5 million availability block which applies to the borrowing base under the Credit Agreement and to add a 2 percent pricing fee on a portion of the amount of borrowings outstanding under the Credit Agreement. The Credit Agreement was amended on April 2, 2014 to replace Fifth Third Bank with First Midwest Bank, as a lender. A portion of the capitalized loan fees totaling $130,000 will be written off and charged to other expense for the second quarter of 2014. Additionally, capitalized loan fees for the amended Credit Agreement totaling $70,000 will be capitalized in the second quarter of 2014 and amortized over the remaining term. The Company did not meet the minimum twelve-month trailing EBITDA As Defined of $1.5 million for the three month period ended March 31, 2014. On May 14, 2014, the Company and the Lenders entered into a waiver agreement pursuant to which the lenders waived the non-compliance for the first quarter of 2014.

The Credit Agreement provides a minimum covenant based on a twelve-month trailing EBITDA As Defined for the first, second and third quarters of 2014 and a fixed charge coverage ratio of 1.10 to 1.00 for the fourth quarter of 2014 and thereafter, in addition to a lower applicable margin. Borrowings under the Credit Agreement bear interest at either the base rate or the LIBOR lending rate (each as defined in the Credit Agreement), as applicable, plus the applicable margin set forth in the Credit Agreement. The Company will also pay certain fees and expenses, including (i) a commitment fee of 0.25 percent on the unused portion of the Lenders’ aggregate revolving commitment and (ii) a letter of credit fee equal to the product of the applicable margin set forth in the Credit Agreement times the face amount of the standby letters of credit and the commercial letters of credit outstanding at such time. The Credit Agreement contains customary covenants, including but not limited to financial covenants requiring the Company to maintain a Fixed Charge Coverage Ratio (as defined in the Credit Agreement) for the periods set forth in the Credit Agreement.

Certain other covenants under the Credit Agreement follow:

 

Annual capital expenditures limit (in thousands)		$	4,000
Annual dividend to shareholders limit (in thousands)		$	1,250

As a condition to the extension of the loan and the issuance of the letters of credit under the Credit Agreement, the Company has granted a security interest to the Administrative Agent, for the benefit of the Lenders, in substantially all the assets of the Company except (i) life insurance policies not collaterally assigned to the Lenders, (ii) any equipment subject to liens permitted under the Credit Agreement if such equipment is also subject to an agreement prohibiting the pledge of such equipment to the Lenders, (iii) deposit accounts used exclusively by the Company for payroll and employee retiree benefit purposes and (iv) the Company’s interest in the outstanding voting equity securities of any of its directly-owned foreign subsidiaries to the extent such interests exceed 65 percent of the outstanding voting equity securities of such foreign subsidiary.

 

11

---

Table of Contents

The Company’s interest bearing debt outstanding under the revolving credit facility and credit availability under the revolving credit facility at March 31, 2014 and December 31, 2013 follows:

 

		March 31, 2014				December 31, 2013
		(in thousands)
Interest bearing debt		$	13,217			$	20,673
Credit availability		$	4,652			$	8,369

The borrowing base formula to determine credit availability includes the following:

 

Percentage of eligible accounts receivable			85.0	%
The lesser of:
Percentage of lower of cost or market of eligible inventory			65.0	%
Percentage of appraised net orderly liquidation value of eligible inventory			85.0	%
Percentage of commercial letters of credit			65.0	%

The borrowing base is also subject to certain limitations and reserves established at the Lender’s discretion. If necessary, the Credit Agreement permits an “overadvance” of up to $1 million for sixty consecutive days.

The weighted average interest rate for the three months ended March 31, 2014 and 2013 (which includes the amortization charges associated with the terminated interest rate swap, refer to Note 7, Derivatives for additional information) is summarized in the following table:

 

		Three Months Ended
		March 31
		2014				2013
Weighted average interest rate			4.8	%			2.9	%

(6) FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company’s financial instruments include cash, accounts receivable, accounts payable, short-term debt and letters of credit. The carrying values of cash, accounts receivable and accounts payable approximated their fair value because of the short-term maturity of these instruments. The carrying amounts of the Company’s bank borrowings under its Credit Agreement approximated fair value because the interest rates are reset periodically to reflect current market rates. The letters of credit approximated fair value due to the short-term nature of the instruments. The fair value of letters of credit at March 31, 2014 and December 31, 2013 follows:

 

		March 31, 2014				December 31, 2013
		(in thousands)
Letters of credit at fair value		$	6,813			$	4,467

 

12

---

Table of Contents

(7) DERIVATIVES

The Company transacts business globally with various manufacturing and distribution facilities. The Company may reduce its exposure to fluctuations in foreign exchange rates by creating offsetting positions through derivative financial instruments. The Company currently does not use derivative financial instruments for trading or speculative purposes. The Company regularly monitors foreign exchange exposures and ensures hedge contract amounts do not exceed the amounts of the underlying exposures.

The Company maintained an interest rate swap, which was terminated on July 16, 2010, to fix the interest rate for the term of the revolving credit facility and term loan under its previous Credit Agreement, thereby protecting the Company from future interest rate increases. The interest rate swap represented a cash flow hedge and was recorded at fair value and classified as a non-current liability. Changes in the recorded fair value of the interest rate swap were recorded to Accumulated Other Comprehensive Income (Loss). The termination cost of the interest rate swap was amortized into interest expense through March 31, 2014. The interest amortization for the Company’s terminated interest rate swaps reclassified from Accumulated Other Comprehensive Income (Loss) into Interest Expense during the three months ended March 31, 2014 and 2013 follows:

 

		Three Months Ended
		March 31
Income Statement Location		2014				2013
		(in thousands)
Interest expense		$	10			$	17

With the conclusion of interest rate swap amortization, the residual effect of interest rate swap amounts previously charged to Accumulated Other Comprehensive Income (Loss) were reclassified to other income in the first quarter of 2014.

(8) EARNINGS (LOSS) PER SHARE

Basic earnings (loss) per share excludes any dilution and is computed by dividing net earnings (loss) available to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted earnings (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock resulted in the issuance of common stock. If the common stock equivalents have an anti-dilutive effect, they are excluded from the computation of diluted earnings (loss) per share. The earnings or loss per share for the three months ended March 31, 2014 and 2013 follows:

 

		Three Months Ended
		March 31
		2014				2013
		(in thousands, except per share data)
Net loss		$	(1,666	)		$	(1,532	)
Weighted-average shares outstanding
Basic			6,603				6,611
Diluted			6,603				6,611
Basic loss per share		$	(0.25	)		$	(0.23	)
Diluted loss per share		$	(0.25	)		$	(0.23	)

The diluted earnings per share calculations include the incremental shares of common stock issuable upon the exercise of stock options that have a market price in excess of the exercise price. When the exercise price of an option exceeds its market price, the incremental shares are excluded from the diluted earnings per share calculation. A summary of the options outstanding, the options includable and excludable from the diluted earnings per share calculations and the incremental shares included in the diluted earnings per share calculation for the three months ended March 31, 2014 and 2013 follows:

 

		Three Months Ended
		March 31
		2014				2013
		(in thousands)
Options included in diluted earnings (loss) per share calculation			—				—
Options excluded from diluted earnings (loss) per share calculation			325				354
Total options			325				354
		Three Months Ended
		March 31
		2014				2013
		(in thousands)
Incremental shares included in the diluted earnings (loss) per share			—				—

 

13

---

Table of Contents

(9) COMPREHENSIVE INCOME (LOSS)

Comprehensive income (loss) is defined as the change in equity of a business enterprise from transactions and other events from non-owner sources. Comprehensive income (loss) includes net earnings (loss) and other non-owner changes in equity that bypass the statement of operations and are reported in a separate component of equity. For the three months ended March 31, 2014 and 2013, Accumulated Other Comprehensive Income (Loss) included the foreign currency translation adjustment and a terminated interest rate swap.

A summary of the change in the Accumulated Other Comprehensive Income (Loss) from December 31, 2013 to March 31, 2014 follows:

 

		Interest				Foreign
		Rate				Currency
		Swap				Translation				Total
		(in thousands)
Balance, December 31, 2013		$	106			$	(1,601	)		$	(1,495	)
Other comprehensive income (loss) before reclassifications			—				66				66
Amounts reclassified from accumulated other comprehensive income (loss)			(106	)			—				(106	)
Balance, March 31, 2014		$	—			$	(1,535	)		$	(1,535	)

A summary of the amounts reclassified out of Accumulated Other Comprehensive Income (Loss) for the three months ended March 31, 2014 follows:

 

Accumulated Other Comprehensive Income Components		2014
		(in thousands)
Interest rate swap—amortization		$	10
Reclassification of the residual effect of the interest rate swap			(116	)
Total		$	(106	)

 

14

---

Table of Contents

(10) OTHER CURRENT ASSETS

The components of other current assets at March 31, 2014 and December 31, 2013 follow:

 

		March 31,				December 31,
		2014				2013
		(in thousands)
Prepaid assets		$	2,544			$	2,518
Vendor and miscellaneous receivables			1,276				1,168
		$	3,820			$	3,686

(11) INTANGIBLE ASSETS

The components of intangible assets at March 31, 2014 and December 31, 2013 follow:

 

		March 31,				December 31,
		2014				2013
		(in thousands)
Internal use software		$	3,149			$	3,109
Less accumulated amortization			(2,756	)			(2,701	)
			393				408
ERP internal software system			4,407				4,397
Less accumulated amortization			(4,260	)			(4,242	)
			147				155
Trademarks, trade names and patents			7,376				7,253
Less accumulated amortization			(2,507	)			(2,424	)
			4,869				4,829
Product software, net of impairment			1,562				1,494
Less accumulated amortization, net of impairment			(1,037	)			(956	)
			525				538
Customer relationships			5,191				5,144
Less accumulated amortization			(3,866	)			(3,702	)
			1,325				1,442
Total		$	7,259			$	7,372

Product software assets and accumulated amortization shown in the preceding table are shown net of the respective impairment charges. There were no product software impairment charges for the three months ended March 31, 2014 and 2013. The anticipated amortization expense of intangible assets over the next five years ending December 31 follows:

 

Year		Cost
		(in thousands)
2015		$	1,000
2016			800
2017			400
2018			400
2019			400
		$	3,000

 

15

---

Table of Contents

(12) COMMITMENTS AND CONTINGENCIES

The Company is subject to various unresolved legal actions which arise in the normal course of its business. None of these matters are expected to have a material adverse effect on the Company’s financial position or results of operations. However, the ultimate resolution of these matters cannot be determined at this time.

The Company’s outstanding inventory purchase orders with suppliers at March 31, 2014 and December 31, 2013 were as follows:

 

		March 31,				December 31,
		2014				2013
		(in thousands)
Open purchase orders		$	19,889			$	14,266

(13) PRODUCT WARRANTY COSTS AND INVENTORY VALUATION RESERVES

The Company warrants to the consumer who purchases its products that it will repair or replace, without charge, defective products within one year of purchase. The Company also has a return policy for its customers that allow them to return, to the Company, products returned to them by their customers for full or partial credit based on when the Company’s customer last purchased these products. Accordingly, the Company maintains a warranty reserve and a liquidation reserve.

The warranty reserve reflects historical return rates by product category multiplied by the most recent six months of unit sales and the unit standard cost of each model. The Company uses the most recent six months of unit sales in its estimate, as historical experience indicates that most returns will occur within six months of the Company’s original sale date. Therefore, judgments must be made based on historical return rates and how the returned product will be disposed of either by liquidation or return to vendors for credit on new purchases. The amount of the reserve reflects the estimated quantity of future returns and the expected return costs. The expected return cost is based on the difference between the purchase cost and the return credit from the vendor or the difference between the purchase cost and the liquidation sale. This reserve may vary based upon the level of sales and changes in historical return rates from quarter to quarter as well as estimated costs of disposal, either liquidation prices or the credit given by vendors. A roll-forward of the warranty reserve follows:

 

		Three Months				Year
		Ended				Ended
		March 31,				December 31,
		2014				2013
		(in thousands)
Accrued product warranty costs, beginning of period		$	1,113			$	1,040
Warranty provision			387				2,100
Warranty expenditures			(509	)			(2,027	)
Accrued product warranty costs, end of period		$	991			$	1,113

The liquidation reserve represents the write-down of returned product from our customers to its net realizable value. Returned inventory is either sold to various liquidators or returned to vendors for partial credit against similar, new models; this decision depends upon the estimated future demand for the models. Judgments are made as to whether various models are to be liquidated or returned to the vendor, taking into consideration the liquidation prices expected to be received and the amount of vendor credit. The amount of the reserve reflects the quantity of returned products on-hand and the expected return costs. The expected return cost is the difference between the purchase cost and the return credit from the vendor or the difference between the purchase cost and the

 

16

---

Table of Contents

liquidation sale. This reserve can fluctuate significantly from quarter to quarter depending upon quantities of returned inventory on hand and the estimated liquidation price or vendor credit per unit. A roll-forward of the liquidation reserve, which is classified as a contra inventory item on the balance sheet, follows:

 

		Three Months				Year
		Ended				Ended
		March 31,				December 31,
		2014				2013
		(in thousands)
Liquidation reserve, beginning of period		$	1,004			$	1,134
Liquidation provision			697				2,379
Liquidation of models			(371	)			(2,509	)
Liquidation reserve, end of period		$	1,330			$	1,004

The Company maintains a net realizable value (“NRV”) reserve to write-down, as necessary, certain inventory not previously sold to customers, except for that covered by the liquidation reserve discussed above, below cost. The reserve includes models where it is determined that the NRV is less than cost. Thus, judgments must be made about which slow-moving, excess or non-current models are to be included in the reserve and the estimated net realizable value of such models. The estimated realizable value of each model is the per unit price that it is estimated to be received if the model was sold in the marketplace. This reserve will vary depending upon the specific models selected, the estimated NRV for each model and quantities of each model that are determined will be sold below cost from quarter to quarter. A roll-forward of the NRV reserve, which is classified as a contra inventory item on the balance sheet, follows:

 

		Three Months				Year
		Ended				Ended
		March 31,				December 31,
		2014				2013
		(in thousands)
Net realizable reserve, beginning of period		$	383			$	263
NRV provision			64				599
NRV write-offs			(103	)			(479	)
Net realizable reserve, end of period		$	344			$	383

(14) INTEREST EXPENSE AND OTHER INCOME (EXPENSE)

The components of Interest Expense for the three months ended March 31, 2014 and 2013 follow:

 

		Three Months Ended
		March 31
		2014				2013
		(in thousands)
Interest on debt		$	209			$	119
Amortization of loan fees			38				24
Interest rate swap amortization			10				17
		$	257			$	160

The components of Other Income (Expense) for the three months ended March 31, 2014 and 2013 follow:

 

		Three Months Ended
		March 31
		2014				2013
		(in thousands)
CSV income		$	104			$	458
Foreign exchange expense			(16	)			(97	)
Other—net			118				(8	)
		$	206			$	353

 

17

---

Table of Contents

(15) SUBSEQUENT EVENTS

The Credit Agreement was amended on April 2, 2014 to replace Fifth Third Bank with First Midwest Bank, as a lender. A portion of the capitalized loan fees totaling $130,000 will be written off and charged to other expense for the second quarter of 2014.

The Company did not meet the minimum twelve-month trailing EBITDA As Defined of $1.5 million for the three month period ended March 31, 2014. On May 14, 2014, the Company and the Lenders entered into a waiver agreement pursuant to which the lenders waived the non-compliance for the first quarter of 2014.

 

18

---

Table of Contents

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

ANALYSIS OF RESULTS OF OPERATIONS

Executive Summary

Operating loss for the first quarter of 2014 totaled $1.6 million compared to an operating loss of $1.7 million for the same quarter last year, which represented a lower operating loss of $89,000. Key factors contributing to the first quarter results were as follows:

 

•

Net sales decreased $196,000, or nearly 1.0 percent, mainly attributable to the Cobra segment

 

•

Gross profit decreased $456,000 mainly due to lower sales in the Cobra segment and lower margins at both the Cobra and PPL segments due to unfavorable sales mix and pricing concessions to move older products

 

•

Gross margin decreased nearly 2 points to 27.0 percent

 

•

Selling, general and administrative expenses decreased $545,000, or 6.8 percent, mainly due to lower legal and employee compensation expenses

Interest expense increased $97,000 mainly due to a higher average interest rate and other income decreased $147,000 mainly due to lower CSV income.

The combined impact of the favorable change in operating results, the higher interest expense and the decrease in other income generated a $155,000 increase in the pre-tax loss from the 2013 results.

The Company’s consolidated tax benefit was $22,000 for the first quarter of 2014 compared to $1,000 of tax benefit in the same quarter last year. The increased tax benefit for the first quarter of 2014 as compared to prior year’s first quarter was mainly due to the decreased earnings at CEEL and the higher loss at PPL.

For the first quarter of 2014, the Company reported a net loss of $1.7 million, or $0.25 per share, compared to a net loss of $1.5 million or $0.23 per share, for the first quarter of 2013.

Valuation Allowance

The U.S. operations were in a loss position for the three month period and the thirty-six month period ended March 31, 2014. Based on this and other relevant information, the Company concluded it did not meet the more likely than not criteria to justify the reversal of the valuation allowance at March 31, 2014. The valuation allowance for the U.S. operations totaled $10.3 million at March 31, 2014 and December 31, 2013. The Company will continue to monitor the need for a valuation allowance throughout 2014, pursuant to the guidance of U.S. accounting principles. Should the Company demonstrate a favorable and sustainable trend for its historic and projected operating results in the U.S., a reduction in the valuation allowance and a corresponding income tax benefit may result.

EBITDA

The following table shows the reconciliation of net earnings (loss) to EBITDA and EBITDA As Defined for the three months ended March 31, 2014 and 2013:

 

		Three Months Ended March 31
		2014				2013
		(in thousands)
Net loss		$	(1,666	)		$	(1,532	)
Depreciation/amortization			818				840
Interest expense, excluding loan fee amortization			219				136
Income tax benefit			(22	)			(1	)
EBITDA			(651	)			(557	)
Stock option expense			61				74
CSV gain			(104	)			(458	)
Other non-cash items			(210	)			(244	)
EBITDA As Defined		$	(904	)		$	(1,185	)

Other non-cash items shown in the preceding EBITDA reconciliation include exchange gains and losses and deferred revenue.

EBITDA represents earnings before interest, taxes, depreciation and amortization. EBITDA As Defined represents EBITDA adjusted to conform with the EBITDA measurement used to measure compliance with the financial covenants under the Company’s Credit Agreement. The Company believes EBITDA is a useful performance indicator and is frequently used by management, securities analysts and investors to judge operating performance between time periods and among other companies. The Company uses EBITDA As Defined to assess operating performance and ensure compliance with financial covenants.

 

19

---

Table of Contents

EBITDA and EBITDA As Defined are non-GAAP performance indicators that should be used in conjunction with GAAP performance measurements such as net sales, operating profit and net income to evaluate the Company’s operating performance. EBITDA and EBITDA As Defined are not alternatives to net income or cash flow from operations determined in accordance with GAAP. Furthermore, EBITDA and EBITDA As Defined may not be comparable to the calculation of similarly titled measures reported by other companies.

First Quarter — 2014 vs. 2013

The following table summarizes sales and pre-tax income by business segment for the three months ended March 31, 2014 and 2013:

 

																		2014 vs. 2013
		2014								2013								Increase (Decrease)
		(In Thousands)
Business Segment		Net Sales				Pre-tax Loss				Net Sales				Pre-tax Loss				Net Sales				Pre-tax Loss
Cobra		$	18,037			$	(1,445	)		$	18,415			$	(1,415	)		$	(378	)		$	(30	)
PPL			3,344				(243	)			3,162				(118	)			182				(125	)
Total Company		$	21,381			$	(1,688	)		$	21,577			$	(1,533	)		$	(196	)		$	(155	)

Cobra Business Segment

Net sales decreased $378,000, or 2.1 percent, in the first quarter of 2014 to $18.0 million compared to $18.4 million in the first quarter of 2013. Domestic sales were down 1.4 percent and international sales were down 5.4 percent. In the domestic market, higher sales for the Two-Way radio, Inverter, Truck Navigation and Dash Cam products were more than offset by the lower sales of Detection products. Sales of the new 6500 PRO HD Truck Navigation product, the new CXT 595 Two-Way radio and the Dash Cam products launched in the third quarter of 2013 contributed to the domestic sales for the first quarter of 2014. The post-holiday season residual inventory held by retailers and distributors and the slower than normal store traffic due to the extended and harsh winter weather adversely affected sales in the U.S. The international sales decline, mainly Citizens Band radio, Inverter and Detection products, was attributable to the weather, as well as political and economic conditions, in Eastern Europe.

Gross profit decreased $369,000, or 7.3 percent, to $4.7 million for the first quarter of 2014, while gross margin decreased to 26.0 percent from 27.4 percent in the prior year’s quarter. The lower gross margin for the domestic business was due to lower margins on the older Truck Navigation models and decreased sales of the higher margin Detection products. International margins reflected pricing concessions to move older inventory and the lower sales volume of the higher margin Detection products in Eastern Europe.

Selling, general and administrative expense decreased $677,000, or 10.0 percent, to $6.1 million for the first quarter of 2014 compared to $6.8 million in the prior year’s quarter and, as a percentage of net sales, were 33.7 percent and 36.7 percent, respectively. Variable selling expenses increased $160,000 due to the increased proportion of sales to customers with the higher merchandising and program costs. Fixed selling and general administrative costs decreased $837,000 or 13.8 percent, due to lower legal and compensation costs.

Interest expense increased $97,000 to $257,000 from the year ago period mainly because of a higher average interest rate for 2014 compared to 2013. Other income for the first quarter of 2014 decreased to $212,000 from $453,000 in the first quarter of 2013 mainly due to a lower CSV income in 2014 when compared to 2013.

As a result of the above, the Cobra segment had a pre-tax loss of $1.4 million for the current year’s quarter, similar to the pre-tax loss reported for 2013’s first quarter.

 

20

---

Table of Contents

Performance Products Limited (“PPL”) Business Segment

Net sales for the first quarter of 2014 increased $182,000, or 5.8 percent, to $3.4 million from $3.2 million for the first quarter of 2013. The increase in net sales was mainly due to Dash Cam products that were not available for sale in the first quarter of 2013 and the foreign currency effect of a stronger pound sterling versus the U.S. dollar.

Gross profit decreased $87,000, or 7.4 percent, to $1.1 million for the first quarter of 2014, while gross margin declined nearly 5 points to 32.7 percent from 37.4 percent in the prior year’s quarter. The decline in gross margin was mainly due to pricing concessions to move the older Tracker, Lynx Lite and Golf GPS products.

Selling, general and administrative (“SG&A”) expenses for the first quarter of 2014 totaled $1.3 million compared to $1.2 million for the first quarter of 2013 and as a percentage of net sales were 39.8 percent and 38.0 percent, respectively. Excluding the translation effect of the stronger pound sterling, SG&A expenses were up 4.4 percent due to higher payroll costs for new management personnel in Europe, increased sales promotions and higher legal expenses.

Other expense for the first quarter of 2014 was $6,000 compared to $100,000 for the first quarter of 2013, principally due to a lower foreign exchange loss in 2014 as compared to 2013.

As a result of the above, the PPL segment had a pre-tax loss of $243,000 for the first quarter of 2014 compared to a pre-tax loss of $118,000 for the first quarter of 2013.

LIQUIDITY AND CAPITAL RESOURCES

At March 31, 2014, the Company had interest bearing debt outstanding of $13.2 million and credit availability of approximately $4.7 million under the Credit Agreement.

The Credit Agreement was amended on March 6, 2014 to waive the non-compliance with the fixed charge coverage ratio for the fourth quarter of 2013, to replace the interest reserve with a $1.5 million availability block which applies to the borrowing base under the Credit Agreement and to add a 2 percent pricing fee on a portion of the amount of borrowings outstanding under the Credit Agreement. The Credit Agreement was amended on April 2, 2014 to replace Fifth Third Bank with First Midwest Bank, as a lender. The Credit Agreement provides a minimum covenant based on a twelve-month trailing EBITDA As Defined for the first, second and third quarters of 2014 and a fixed charge coverage ratio of 1.10 to 1.00 for the fourth quarter of 2014 and thereafter, in addition to a lower applicable margin. The Company did not meet the minimum twelve-month trailing EBITDA As Defined of $1.5 million for the three month period ended March 31, 2014. On May 14, 2014, the Company and the Lenders entered into a waiver agreement pursuant to which the lenders waived the non-compliance for the first quarter of 2014.

A failure to comply, absent a waiver from lenders, with the covenants contained in the Credit Agreement could result in any outstanding indebtedness under the Credit Agreement becoming immediately due and payable and in the inability to borrow additional funds under the Credit Agreement. The Company believes that, for the foreseeable future, it will be able to continue to fund its operations and seasonal working capital requirements with cash generated from operations and borrowings under the Credit Agreement.

For the three months ended March 31, 2014, net cash flows provided by operating activities totaled $8.3 million. Net cash inflows from operations and non-cash add-backs included a net loss of $1.7 million, non-cash depreciation and amortization of $818,000, a decrease in accounts receivable of $9.3 million and a decrease in inventories of $2.1 million. Offsetting these inflows were decreases in accounts payable and other liabilities of $2.0 million. The decrease in accounts receivable was due to normal cash collections and lower sales for the first quarter of 2014 as compared to the fourth quarter of 2013. Inventory at March 31, 2014 reflected the higher than normal level at year end and the lower than expected sales for the first quarter of 2014. The decrease in accounts payable resulted from the timing of inventory receipts. The decrease in other liabilities was attributable to a lower payroll accrual for the first quarter due to the timing of the pay cycles compared to year end and the lower promotional and warranty accruals due to the sales decline from the prior year’s fourth quarter.

Working capital requirements are seasonal, with demand for working capital being higher later in the year as customers begin purchasing for the holiday selling season. The Company believes that cash generated from operations and from borrowings under its Credit Agreement will be sufficient in 2014 to fund its working capital needs.

Net cash used in investing activities for the first three months of 2014 totaled $383,000. Property, plant and equipment additions, which totaled $170,000, were primarily for tooling. Intangible asset additions, which totaled $213,000, included in-house development of software for new products, patents and trademarks.

Net cash used in financing activities for the three months ended March 31, 2014 totaled $7.5 million and mainly resulted from repayments of bank borrowings.

 

21

---

Table of Contents

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Critical accounting policies and estimates consist of those that reflect significant judgments and uncertainties and could potentially result in materially different results under different assumptions. For a description of the Company’s critical accounting policies and estimates, refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. The application of certain of these policies requires significant judgments or a historical based estimation process that can affect the results of operations and financial position of the Company as well as the related footnote disclosures. The Company bases its estimates on historical experience and other assumptions that it believes are reasonable. If actual amounts ultimately differ from previous estimates, the revisions are included in the Company’s results of operations for the period in which the actual amounts become known.

FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements within the meaning of that term in the Private Securities Litigation Reform Act of 1995 found at Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). Additional written or oral forward-looking statements may be made by the Company from time to time in filings with the SEC, press releases or otherwise. Statements contained in this report that are not historical facts are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act. Forward-looking statements may include, but are not limited to, projections of revenue, income or loss and capital expenditures, statements regarding future operations, anticipated financing needs, compliance with financial covenants in loan agreements, liquidity, plans for acquisitions or sales of assets or businesses, plans relating to products or services, assessments of materiality, expansion into international markets, growth trends in the consumer electronics industry, technological and market developments in the consumer electronics industry, the availability of new consumer electronics products and predictions of future events, as well as assumptions relating to these statements. In addition, when used in this report, the words “anticipates,” “believes,” “should,” “estimates,” “expects,” “intends,” “plans” and variations thereof and similar expressions are intended to identify forward-looking statements.

Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified based on current expectations. Consequently, future events and actual results could differ materially from those set forth in, contemplated by or underlying the forward-looking statements contained in this report or in other Company filings, press releases, or otherwise. Factors that could contribute to or cause such differences include, but are not limited to, unanticipated developments in any one or more of the following areas:

 

•

global economic and market conditions, including continuation of or changes in the current economic environment;

 

•

ability of the Company to introduce new products to meet consumer needs, including timely introductions as new consumer technologies are introduced, and customer and consumer acceptance of these new product introductions;

 

•

pressure for the Company to reduce prices for older products as newer technologies are introduced;

 

•

significant competition in the consumer electronics business, including introduction of new products and changes in pricing;

 

•

factors related to foreign manufacturing, sourcing and sales (including foreign government regulation, trade and importation, and health and safety concerns, and effects of fluctuation in exchange rates);

 

•

ability of the Company to maintain adequate financing, to bear the interest cost of such financing and to remain in compliance with financing covenants;

 

•

impairment of intangible assets due to market conditions and/or the Company’s operating results;

 

•

ability of the Company to defend its intellectual property rights and the costs associated with such defense;

 

•

changes in law; and

 

•

other risk factors, which may be detailed from time to time in the Company’s SEC filings.

Readers are cautioned not to place undue reliance on any forward-looking statements contained in this report, which speak only as of the date set forth on the signature page hereto. The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after such date or to reflect the occurrence of anticipated or unanticipated events.

 

22

---

Table of Contents

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Market risks related to changes in foreign currency exchange and interest rates are inherent to the Company’s operations. Changes to these factors could cause fluctuations in the Company’s net earnings, cash flows and the fair values of financial instruments subject to market risks. Future changes in the applicable interest rate will affect the interest expense incurred by the Company on its outstanding indebtedness.

There have been no material changes in the Company’s market risk since December 31, 2013.

 

Item 4.

Controls and Procedures

The Company has established disclosure controls and procedures designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. The Company’s disclosure controls and procedures have also been designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including the principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

As of March 31, 2014, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s principal executive officer and principal financial officer, of the effectiveness of the Company’s disclosure controls and procedures. Based on this evaluation, the principal executive officer and principal financial officer of the Company have concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective as of March 31, 2014.

There has been no change in the Company’s internal control over financial reporting that occurred during the quarter ended March 31, 2014 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

23

---

Table of Contents

PART II

OTHER INFORMATION

 

Item 1A.

Risk Factors

There have been no material changes to the risk factors as previously disclosed under Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2013.

 

Item 5.

Other Information

Submission of Matters to a Vote of Security Holders

On May 13, 2014, the Company held an annual meeting of its shareholders (the “Annual Meeting”). Of the 6,602,980 shares of the Company’s common stock entitled to vote at the Annual Meeting, 5,665,854 shares were present in person or by proxy at the Annual Meeting, which constituted a quorum. Set forth below are the matters acted upon by the shareholders at the Annual Meeting and the final voting results of each such matters.

Proposal One—Election of Class I Directors. In accordance with the voting results listed below, the nominees to serve as Class I directors were elected for three-year terms expiring at the 2017 Annual Meeting.

 

Nominees		Votes For		Votes Withheld		Broker Non-Votes
James R. Bazet		2,118,831		1,641,702		1,905,321
William P. Carmichael		2,122,535		1,637,998		1,905,321

Proposal Two— Ratification of the Appointment of Grant Thornton LLP as Independent Registered Public Accounting Firm for the Year Ending December 31, 2014. In accordance with the voting results listed below, the appointment of Grant Thornton LLP to serve the Company’s independent registered public accounting firm for the year ending December 31, 2014 was ratified.

 

		Votes				Broker
Votes For		Against		Abstentions		Non-Votes
5,340,047		177,919		147,888		—

Proposal Three— Advisory Vote on Executive Compensation. In accordance with the voting results listed below, the compensation paid to the Company’s named executive officers was approved.

 

		Votes				Broker
Votes For		Against		Abstentions		Non-Votes
3,242,347		435,154		83,032		1,905,321

 

24

---

Table of Contents

Item 6.

Exhibits

 

a)		Exhibit 10.1 2014 Executive Incentive Payment Plan.
b)		Exhibit 10.2 Seventh Amendment to Credit Agreement dated April 2, 2014 among Cobra Electronics Corporation, BMO Harris Bank N.A., as administrative agent, and the lenders party thereto. Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated April 2, 2014 (File No. 0-511) and hereby incorporated by reference.
c)		Exhibit 10.3 Waiver to Credit Agreement dated May 14, 2014 among Cobra Electronic Corporation, BMO Harris Bank N.A., as administrative agent, and the lenders party thereto.
d)		Exhibit 31.1 Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer.
e)		Exhibit 31.2 Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer.
f)		Exhibit 32.1 Section 1350 Certification of the Chief Executive Officer.
g)		Exhibit 32.2 Section 1350 Certification of the Chief Financial Officer.
h)		Exhibit 101 Financial statements and footnotes formatted in XBRL (eXtensible Business Reporting Language).

 

 

 

 

 

 

 

25

---

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Dated: May 14, 2014

 

26

---

Table of Contents

INDEX TO EXHIBITS

 

Exhibit Number		Description of Document
10.1   10.2		2014 Executive Incentive Payment Plan   Seventh Amendment to Credit Agreement dated April 2, 2014 among Cobra Electronics Corporation, BMO Harris Bank N.A., as administrative agent, and the lenders party thereto. Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated April 2, 2014 (File No. 0-511) and hereby incorporated by reference.
10.3		Waiver to Credit Agreement dated May 14, 2014 among Cobra Electronic Corporation, BMO Harris Bank N.A., as administrative agent, and the lenders party thereto.
31.1		Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer.
31.2		Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer.
32.1		Section 1350 Certification of the Chief Executive Officer.
32.2		Section 1350 Certification of the Chief Financial Officer.
101		Financial statements and footnotes formatted in XBRL (eXtensible Business Reporting Language).

 

27