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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, 2004



OR



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



Commission File Number 0-511



COBRA ELECTRONICS CORPORATION

(Exact
name of Registrant as specified in its Charter)



|                         |  |                                     
|------------------------ |  | ------------------------------------
|DELAWARE                 |  | 36-2479991                          
|(State of Incorporation) |  | (I.R.S. Employer Identification No.)



|                                            |  |           
|------------------------------------------- |  | ----------
|6500 WEST CORTLAND STREET CHICAGO, ILLINOIS |  | 60707     
|(Address of principal executive offices)    |  | (Zip Code)



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



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 is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).  YES ̈NO x



Number of shares of Common Stock of Registrant outstanding at May 3, 2004: 6,444,815



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PART I FINANCIAL INFORMATION



Item 1. Financial Statements



Cobra Electronics Corporation and Subsidiaries

Condensed Consolidated Statements of Operations

(in thousands, except per share amounts)



|                                             |  |                                        |        |   |                |   |        |  
|-------------------------------------------- |  | -------------------------------------- | ------ | - | -------------- | - | ------ | -
|                                             |  | For the Three Months Ended (Unaudited) |       
|                                            
|                                             |  | March 31, 2004                         |        |   | March 31, 2003 |  
|                                             | 
|Net sales                                    |  | $                                      | 22,666 |   |                | $ | 20,554 |  
|Cost of sales                                |  |                                        | 17,525 |   |                |   | 15,440 |  
|                                             |  |                                        |        |   |                |   |        |  
|Gross profit                                 |  |                                        | 5,141  |   |                |   | 5,114  |  
|                                             |  |                                       
|Selling, general and administrative expenses |  |                                        | 5,919  |   |                |   | 5,810  |  
|                                             |  |                                        |        |   |                |   |        |  
|Operating loss                               |  |                                        | (778   | ) |                |   | (696   | )
|                                             |  |                                       
|Other income (expense):                      |  |                                        |        |   |                |   |        |  
|Interest expense                             |  |                                        | (29    | ) |                |   | (30    | )
|Other, net                                   |  |                                        | (44    | ) |                |   | (33    | )
|                                             |  |                                        |        |   |                |   |        |  
|Loss before taxes                            |  |                                        | (851   | ) |                |   | (759   | )
|Tax benefit                                  |  |                                        | 309    |   |                |   | 306    |  
|                                             |  |                                        |        |   |                |   |        |  
|Net loss                                     |  | $                                      | (542   | ) |                | $ | (453   | )
|                                             |  |                                        |        |   |                |   |        |  
|Net loss per common share:                   |  |                                        |        |   |                |   |        |  
|Basic                                        |  | $                                      | (0.08  | ) |                | $ | (0.07  | )
|Diluted                                      |  | $                                      | (0.08  | ) |                | $ | (0.07  | )
|                                             |  |                                       
|Weighted average shares outstanding:         |  |                                        |        |   |                |   |        |  
|Basic                                        |  |                                        | 6,423  |   |                |   | 6,420  |  
|Diluted                                      |  |                                        | 6,630  |   |                |   | 6,479  |  
|                                             |  |                                       
|Cash dividends                               |  |                                        | None   |   |                |   | None   |  



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



2



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Cobra Electronics Corporation and Subsidiaries

Condensed Consolidated Balance Sheets

(dollars in thousands)



|                                                                                                                      |  |                                |         |   |                                   |   |         |  
|--------------------------------------------------------------------------------------------------------------------- |  | ------------------------------ | ------- | - | --------------------------------- | - | ------- | -
|                                                                                                                      |  | As ofMarch 31,2004 (Unaudited) |         |   | As ofDecember 31,2003 (Unaudited) |  
|                                                                                                                      | 
|ASSETS:                                                                                                               |  |                                |         |   |                                   |   |         |  
|Current assets:                                                                                                       |  |                                |         |   |                                   |   |         |  
|Cash                                                                                                                  |  | $                              | 7,753   |   |                                   | $ | 4,736   |  
|Receivables, less allowance for claims and doubtful accounts of $501 at March 31, 2004, and $577 at December 31, 2003 |  |                                | 17,947  |   |                                   |   | 22,437  |  
|Inventories, primarily finished goods                                                                                 |  |                                | 19,445  |   |                                   |   | 20,668  |  
|Deferred income taxes                                                                                                 |  |                                | 5,265   |   |                                   |   | 5,265   |  
|Other current assets                                                                                                  |  |                                | 3,511   |   |                                   |   | 3,285   |  
|                                                                                                                      |  |                                |         |   |                                   |   |         |  
|Total current assets                                                                                                  |  |                                | 53,921  |   |                                   |   | 56,391  |  
|                                                                                                                      |  |                                |         |   |                                   |   |         |  
|Property, plant and equipment, at cost:                                                                               |  |                                |         |   |                                   |   |         |  
|Land                                                                                                                  |  |                                | 330     |   |                                   |   | 330     |  
|Buildings and improvements                                                                                            |  |                                | 4,469   |   |                                   |   | 4,464   |  
|Tooling and equipment                                                                                                 |  |                                | 21,934  |   |                                   |   | 21,379  |  
|                                                                                                                      |  |                                |         |   |                                   |   |         |  
|                                                                                                                      |  |                                | 26,733  |   |                                   |   | 26,173  |  
|Accumulated depreciation                                                                                              |  |                                | (19,917 | ) |                                   |   | (19,466 | )
|                                                                                                                      |  |                                |         |   |                                   |   |         |  
|Net property, plant and equipment                                                                                     |  |                                | 6,816   |   |                                   |   | 6,707   |  
|                                                                                                                      |  |                                |         |   |                                   |   |         |  
|Other assets:                                                                                                         |  |                                |         |   |                                   |   |         |  
|Cash surrender value of officers life insurance policies                                                             |  |                                | 6,589   |   |                                   |   | 6,564   |  
|Other                                                                                                                 |  |                                | 7,747   |   |                                   |   | 6,571   |  
|                                                                                                                      |  |                                |         |   |                                   |   |         |  
|Total other assets                                                                                                    |  |                                | 14,336  |   |                                   |   | 13,135  |  
|                                                                                                                      |  |                                |         |   |                                   |   |         |  
|Total assets                                                                                                          |  | $                              | 75,073  |   |                                   | $ | 76,233  |  
|                                                                                                                      |  |                                |         |   |                                   |   |         |  



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



3



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Cobra Electronics Corporation and Subsidiaries

Condensed Consolidated Balance Sheets  Continued

(in thousands, except share data)



|                                                                                                 |  |                                |        |   |                                   |   |        |  
|------------------------------------------------------------------------------------------------ |  | ------------------------------ | ------ | - | --------------------------------- | - | ------ | -
|                                                                                                 |  | As ofMarch 31,2004 (Unaudited) |        |   | As ofDecember 31,2003 (Unaudited) |  
|                                                                                                 | 
|LIABILITIES AND SHAREHOLDERS EQUITY:                                                            |  |                                |        |   |                                   |   |        |  
|Current liabilities:                                                                             |  |                                |        |   |                                   |   |        |  
|Accounts payable                                                                                 |  | $                              | 4,223  |   |                                   | $ | 3,073  |  
|Accrued salaries and commissions                                                                 |  |                                | 663    |   |                                   |   | 1,189  |  
|Accrued advertising and sales promotion costs                                                    |  |                                | 1,977  |   |                                   |   | 2,766  |  
|Accrued product warranty costs                                                                   |  |                                | 1,409  |   |                                   |   | 1,524  |  
|Other accrued liabilities                                                                        |  |                                | 523    |   |                                   |   | 1,453  |  
|                                                                                                 |  |                                |        |   |                                   |   |        |  
|Total current liabilities                                                                        |  |                                | 8,795  |   |                                   |   | 10,005 |  
|                                                                                                 |  |                                |        |   |                                   |   |        |  
|Non-current liabilities:                                                                         |  |                                |        |   |                                   |   |        |  
|Deferred compensation                                                                            |  |                                | 4,779  |   |                                   |   | 4,556  |  
|Deferred income taxes                                                                            |  |                                | 3,836  |   |                                   |   | 3,836  |  
|Other long term liabilities                                                                      |  |                                | 490    |   |                                   |   | 135    |  
|                                                                                                 |  |                                |        |   |                                   |   |        |  
|Total non-current liabilities                                                                    |  |                                | 9,105  |   |                                   |   | 8,527  |  
|                                                                                                 |  |                                |        |   |                                   |   |        |  
|Total liabilities                                                                                |  |                                | 17,900 |   |                                   |   | 18,532 |  
|                                                                                                 |  |                                |        |   |                                   |   |        |  
|Shareholders equity:                                                                            |  |                                |        |   |                                   |   |        |  
|Preferred stock, $1 par value, shares authorized1,000,000; none issued                          |  |                                |       |   |                                   |   |       |  
|Common stock, $.331/3par value, 12,000,000 shares authorized; 7,039,100 issued for 2004 and 2003 |  |                                | 2,345  |   |                                   |   | 2,345  |  
|Paid-in capital                                                                                  |  |                                | 19,572 |   |                                   |   | 19,772 |  
|Retained earnings                                                                                |  |                                | 39,348 |   |                                   |   | 39,890 |  
|Accumulated other comprehensive income                                                           |  |                                | 30     |   |                                   |   | 16     |  
|Treasury stock, at cost (594,285 shares for 2004 and 619,323 shares for 2003)                    |  |                                | (3,722 | ) |                                   |   | (3,922 | )
|Officers note receivable                                                                        |  |                                | (400   | ) |                                   |   | (400   | )
|                                                                                                 |  |                                |        |   |                                   |   |        |  
|Total shareholders equity                                                                       |  |                                | 57,173 |   |                                   |   | 57,701 |  
|                                                                                                 |  |                                |        |   |                                   |   |        |  
|Total liabilities and shareholders equity                                                       |  | $                              | 75,073 |   |                                   | $ | 76,233 |  
|                                                                                                 |  |                                |        |   |                                   |   |        |  



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



4



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Cobra Electronics Corporation and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(dollars in thousands)



|                                                                               |  |                                        |        |   |                |   |        |  
|------------------------------------------------------------------------------ |  | -------------------------------------- | ------ | - | -------------- | - | ------ | -
|                                                                               |  | For the Three Months Ended (Unaudited) |       
|                                                                               |  | March 31, 2004                         |        |   | March 31, 2003 |  
|Cash flows from operating activities:                                          |  |                                        |        |   |                |   |        |  
|Net loss                                                                       |  | $                                      | (542   | ) |                | $ | (453   | )
|Adjustments to reconcile net loss to net cash flows from operating activities: |  |                                        |        |   |                |   |        |  
|Depreciation and amortization                                                  |  |                                        | 757    |   |                |   | 942    |  
|(Gain) loss on cash surrender value (CSV) of life insurance                    |  |                                        | (20    | ) |                |   | 16     |  
|Changes in assets and liabilities:                                             |  |                                        |        |   |                |   |        |  
|Receivables                                                                    |  |                                        | 4,502  |   |                |   | 6,207  |  
|Inventories                                                                    |  |                                        | 1,206  |   |                |   | 2,980  |  
|Other current assets                                                           |  |                                        | (266   | ) |                |   | (461   | )
|Other assets                                                                   |  |                                        | (1,098 | ) |                |   | (587   | )
|Accounts payable                                                               |  |                                        | 957    |   |                |   | (671   | )
|Deferred compensation                                                          |  |                                        | 224    |   |                |   | 196    |  
|Accrued liabilities                                                            |  |                                        | (2,345 | ) |                |   | (3,036 | )
|Other long term liabilities                                                    |  |                                        | 355    |   |                |   |       |  
|                                                                               |  |                                        |        |   |                |   |        |  
|Net cash flows provided by operating activities                                |  |                                        | 3,730  |   |                |   | 5,133  |  
|                                                                               |  |                                        |        |   |                |   |        |  
|Cash flows from investing activities:                                          |  |                                        |        |   |                |   |        |  
|Long-term loan receivable                                                      |  |                                        | (279   | ) |                |   | (850   | )
|Capital expenditures                                                           |  |                                        | (638   | ) |                |   | (257   | )
|CSV life insurance premiums                                                    |  |                                        | (5     | ) |                |   | (4     | )
|                                                                               |  |                                        |        |   |                |   |        |  
|Net cash flows used in investing activities                                    |  |                                        | (922   | ) |                |   | (1,111 | )
|                                                                               |  |                                        |        |   |                |   |        |  
|Effect of exchange rate changes on cash and cash equivalents                   |  |                                        | 209    |   |                |   |       |  
|                                                                               |  |                                        |        |   |                |   |        |  
|Net increase in cash                                                           |  |                                        | 3,017  |   |                |   | 4,022  |  
|Cash at beginning of period                                                    |  |                                        | 4,736  |   |                |   | 2,829  |  
|                                                                               |  |                                        |        |   |                |   |        |  
|Cash at end of period                                                          |  | $                                      | 7,753  |   |                | $ | 6,851  |  
|                                                                               |  |                                        |        |   |                |   |        |  
|Supplemental disclosure of cash flow information                               |  |                                        |        |   |                |   |        |  
|Cash paid during the period for:                                               |  |                                        |        |   |                |   |        |  
|Interest                                                                       |  | $                                      | 29     |   |                | $ | 30     |  
|Taxes                                                                          |  | $                                      | 0      |   |                | $ | 530    |  



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



5



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Cobra Electronics Corporation and Subsidiaries

Notes to Condensed Consolidated Financial Statements

For the three month periods ended March 31, 2004 and 2003

(Unaudited)



The condensed consolidated financial statements included herein have been prepared by Cobra
Electronics Corporation (the Company or Cobra), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the
information presented not misleading. The Condensed Consolidated Balance Sheets as of December 31, 2003 have been derived from the audited consolidated balance sheets as of that date. These condensed consolidated financial statements should be read
in conjunction with the consolidated financial statements and the notes thereto included in the Companys latest annual report on Form 10-K for the year ended December 31, 2003. In the opinion of management, the information contained herein
reflects all adjustments necessary to make the results of operations for the interim periods 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The
Company designs and markets consumer electronics products, which it sells primarily under the COBRA brand name principally in the United States, Canada and Europe. A majority of the Companys products are purchased from overseas suppliers,
primarily in China, Hong Kong, South Korea and the Philippines. 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
vendors inability to fulfill its commitments to the Company.



Principles
of ConsolidationThe condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.



Translation of Foreign CurrenciesAssets and liabilities of consolidated foreign
subsidiaries are translated into U.S. dollars at exchange rates in effect at quarter end. The resulting translation adjustments are included in stockholders equity as accumulated other comprehensive income. Revenues and expenses are translated
at average exchange rates prevailing during the quarter. Gains or losses on foreign currency transactions and the related tax effects are reflected in net income.



Use of EstimatesThe preparation of financial statements in conformity with accounting principles generally accepted in the United
States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period that are largely based on the current business conditions, including economic climate, revenue growth,



6



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sales returns rates, net realizable value of returned products and changes in certain working capital amounts. The
Company believes its estimates and assumptions are reasonable. However, actual results and the timing of the recognition of such amounts could differ from those estimates.



Accounts ReceivableThe majority of the Companys accounts receivable are due from retailers and distributors. Credit is extended
based on evaluation of a customers financial condition, including the availability of credit insurance, and, generally, collateral is not required. Accounts receivable are due within various specific customer terms and are stated at amounts
due from customers net of an allowance for claims and doubtful accounts.



The
Company determines its allowance 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 claims and doubtful accounts when they are judged to be
uncollectible, and payments subsequently received on such receivables are credited to customer claims or bad debt expense.



InventoriesInventories are recorded at the lower of cost, on a first-in, first-out basis, or market.



Advertising and Sales Promotion ExpensesThese costs reflect amounts provided to retailers and distributors for advertising and sales
promotions and are expensed as incurred. Customer programs, agreed to at the beginning of each year, are mainly variable programs dependent on sales and may be revised during the course of the year, based upon a customers projected sales and
other factors, such as new promotional opportunities.



Comprehensive Income-The
Company reports comprehensive income under the provisions of SFAS No. 130, Reporting Comprehensive Income. Comprehensive income is defined as the change in equity of a business enterprise from transactions and other events
from non-owner sources. Comprehensive income includes net income and other non-owner changes in equity that bypass the statement of operations and are reported in a separate component of equity. For the quarters ended March 31, 2004 and 2003, other
comprehensive income includes only one component, which is the change in the foreign currency translation adjustment.



Concentration of Credit Risk-The Company places temporary cash investments with institutions of high credit quality.



The Company has a broad customer base doing business in all regions of the United States as
well as other areas of North America and Europe. In addition, the Company maintains credit insurance for over 38% of its outstanding accounts receivable balances at March 31, 2004 and believes that there is a low risk on a few uninsured, larger
customers, such as Wal-Mart. The level of credit insurance varies based on customer type and sales volume. Consequently, no significant concentration of credit risk is considered to exist.



DepreciationDepreciation of buildings, improvements, tooling and equipment is computed
using the straight-line method over the following estimated useful lives:



|                      |  |            
|--------------------- |  | -----------
|Classification        |  | Life       
|Buildings             |  | 30 years   
|Building improvements |  | 20 years   
|Motor vehicles        |  | 35 years  
|Equipment             |  | 510 years 
|Tools, dies and molds |  | 1.5-3 years



7



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Long-Lived AssetsLong-lived assets are reviewed for possible impairment whenever events indicate that the carrying
amount of such assets may not be recoverable. If such a review indicates impairment, the carrying amount of such assets is reduced to an estimated fair value.



Research, Engineering and Product Development ExpendituresResearch, engineering and product development expenditures are expensed as incurred.



Shipping & Handling CostsShipping and handling costs are included in cost of goods
sold, and the amounts invoiced to customers relating to shipping and handling are included in net sales.



Software Related to Products to be SoldThe Company purchases and/or incurs costs in connection with the development of software to be used in products that the Company intends to sell. Such costs are capitalized
and deferred as intangible assets in accordance with Statement of Financial Accounting Standards (SFAS) No. 86, Accounting for Costs of Computer Software to be Sold, Leased or Otherwise Marketed. Such costs consist of
expenditures incurred after technological feasibility of the software has been established and a working model of the product developed and consist principally of coding and related costs. Such costs are charged to earnings based on the ratio of
actual product sales during the reporting period to expected product sales over the life of the product life cycle.



Stock OptionsThe Company applies Accounting Principles Board Opinion No. 25 and related Interpretations in accounting for the Plans. Accordingly, no compensation
cost has been recognized as options are granted with an exercise price equal to the fair market value of the Companys common stock on the date of grant. Had compensation cost been determined consistent with SFAS No. 123, Accounting for
Stock-Based Compensation, which requires measuring compensation cost at the fair value of the options granted, the Companys net loss and net loss per common share would have been adjusted to the pro forma amounts indicated below (in
thousands, except per share amounts):



|                                                                                                                                            |  |                                   |       |   |      |   |       |  
|------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------- | ----- | - | ---- | - | ----- | -
|                                                                                                                                            |  | Quarter EndedMarch 31 (Unaudited) |      
|                                                                                                                                            |  | 2004                              |       |   | 2003 |  
|Net loss, as reported                                                                                                                       |  | $                                 | (542  | ) |      | $ | (453  | )
|Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax
effects |  |                                   | (29   | ) |      |   | (51   | )
|                                                                                                                                            |  |                                   |       |   |      |   |       |  
|Pro forma net loss                                                                                                                          |  | $                                 | (571  | ) |      | $ | (504  | )
|                                                                                                                                            |  |                                   |       |   |      |   |       |  
|Net loss per common share:                                                                                                                  |  |                                   |       |   |      |   |       |  
|Basic  as reported                                                                                                                         |  | $                                 | (0.08 | ) |      | $ | (0.07 | )
|Basic  pro forma                                                                                                                           |  |                                   | (0.09 | ) |      |   | (0.08 | )
|                                                                                                                                            |  |                                  
|Diluted  as reported                                                                                                                       |  | $                                 | (0.08 | ) |      | $ | (0.07 | )
|Diluted  pro forma                                                                                                                         |  |                                   | (0.09 | ) |      |   | (0.08 | )





8



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The fair value of each option, for each quarter, is estimated on the date of grant using the Black-Scholes option-pricing
model with the following weighted average assumptions used: no dividends; expected volatility ranging from 42 to 45 percent; risk-free interest rate ranging from 4.0 to 6.8 percent; and expected lives of 5 or 10 years.



Income TaxesThe Company provides for income taxes under the asset and liability method
of accounting for deferred income taxes. Deferred tax assets and liabilities are recorded based on the expected tax effects of future taxable income or deductions resulting from differences in the financial statement and tax bases of assets and
liabilities. A valuation allowance is recorded when necessary to reduce net deferred tax assets to the amount considered more likely than not to be realized.



Revenue Recognition-Revenue from the sale of goods is recognized at the time of shipment, except for revenue from sales of products to certain of those customers whose
contractual terms specify FOB destination. Revenue from sales of products to these customers is recognized at the estimated time of receipt by the customer (estimated based on the average shipping time for all such customers), when title and risk of
loss would pass to the customer. Obligations for sales returns and allowances and product warranties are recognized at the time of sale on an accrual basis.



ReclassificationCertain previously reported amounts have been reclassified to conform to the current period presentation.



(2) PURCHASE ORDERS AND COMMITMENTS



At March 31, 2004 and 2003, the Company had outstanding inventory purchase orders with
suppliers totaling approximately $19.0 million and $24.1 million, respectively. The decrease primarily reflected timing of receipts and management control of inventory levels.



Additionally, in the first quarter of 2004, the Company entered into a capital lease for $318,000 for copying equipment to be used in its
Chicago headquarters.



(3) EARNINGS PER SHARE



|                                                               |  |                                        |           |   |               |   |           |  
|-------------------------------------------------------------- |  | -------------------------------------- | --------- | - | ------------- | - | --------- | -
|                                                               |  | For the Three Months Ended (Unaudited) |          
|                                                               |  | March 31,2004                          |           |   | March 31,2003 |  
|Loss:                                                          |  |                                        |           |   |               |   |           |  
|Loss available to common shareholders (thousands)              |  | $                                      | (542      | ) |               | $ | (453      | )
|                                                               |  |                                       
|Basic loss per share:                                          |  |                                        |           |   |               |   |           |  
|Weighted-average shares outstanding                            |  |                                        | 6,422,528 |   |               |   | 6,419,777 |  
|                                                               |  |                                        |           |   |               |   |           |  
|Basic loss per share                                           |  | $                                      | (0.08     | ) |               | $ | (0.07     | )
|                                                               |  |                                        |           |   |               |   |           |  
|Diluted loss per share:                                        |  |                                        |           |   |               |   |           |  
|Weighted-average shares outstanding                            |  |                                        | 6,422,528 |   |               |   | 6,419,777 |  
|Dilutive shares issuable in connection with stock option plans |  |                                        | 639,598   |   |               |   | 441,400   |  
|Less: shares purchasable with proceeds                         |  |                                        | (432,212  | ) |               |   | (382,040  | )
|                                                               |  |                                        |           |   |               |   |           |  
|Total                                                          |  |                                        | 6,629,914 |   |               |   | 6,479,137 |  
|                                                               |  |                                        |           |   |               |   |           |  
|Diluted loss per share                                         |  | $                                      | (0.08     | ) |               | $ | (0.07     | )
|                                                               |  |                                        |           |   |               |   |           |  



9



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(4) COMPREHENSIVE INCOME



Comprehensive loss for the three months ended March 31, 2004 and March 31, 2003 was as follows (in thousands):



|                                                         |  |                                       |      |   |                |   |      |  
|-------------------------------------------------------- |  | ------------------------------------- | ---- | - | -------------- | - | ---- | -
|                                                         |  | For the Three MonthsEnded (Unaudited) |     
|                                                         |  | March 31,2004                         |      |   | March 31, 2003 |  
|Net loss                                                 |  | $                                     | (542 | ) |                | $ | (453 | )
|Accumulated other comprehensive income:                  |  |                                       |      |   |                |   |      |  
|Foreign currency translation adjustments (no tax effect) |  |                                       | 14   |   |                |   | 11   |  
|                                                         |  |                                       |      |   |                |   |      |  
|Accumulated other comprehensive income                   |  |                                       | 14   |   |                |   | 11   |  
|                                                         |  |                                       |      |   |                |   |      |  
|Total comprehensive loss                                 |  | $                                     | (528 | ) |                | $ | (442 | )
|                                                         |  |                                       |      |   |                |   |      |  



(5) FINANCIAL INSTRUMENTS



The Company operates globally with various manufacturing and distribution facilities and
product sourcing locations around the world. 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s current hedging activity is limited to foreign currency purchases. The
purpose of the Companys foreign currency hedging activities is to protect the Company from the risk that eventual settlement of foreign currency transactions will be affected adversely by changes in exchange rates. The Company hedges these
exposures by entering into various short-term foreign exchange forward contracts. Under SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, the instruments are carried at fair value in the Condensed Consolidated
Balance Sheets as a component of current liabilities. Changes in the fair value of foreign exchange forward contracts



10



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that meet the applicable hedging criteria of SFAS No. 133 are recorded as a component of accumulated other comprehensive
income and reclassified into earnings in the same period during which the hedged transaction affects earnings. Changes in the fair value of foreign exchange forward contracts that do not meet the applicable hedging criteria of SFAS No. 133 are
recorded currently in income as cost of sales. Hedging activities did not have a material impact on results of operations or financial condition during the three months ended March 31, 2004.



(6) INTANGIBLE ASSETS



Intangible assets are included in Other assets in the Condensed Consolidated Balance Sheets and consist of the following at
March 31, 2004 and December 31, 2003 (in thousands):



|                                             |  |                           |        |   |                               |   |        |  
|-------------------------------------------- |  | ------------------------- | ------ | - | ----------------------------- | - | ------ | -
|                                             |  | March 31,2004 (Unaudited) |        |   | December 31, 2003 (Unaudited) |  
|Internal use software                        |  | $                         | 1,992  |   |                               | $ | 1,562  |  
|Less accumulated amortization                |  |                           | (1,502 | ) |                               |   | (1,450 | )
|                                             |  |                           |        |   |                               |   |        |  
|                                             |  |                           | 490    |   |                               |   | 112    |  
|                                             |  |                          
|Trademarks                                   |  |                           | 955    |   |                               |   | 929    |  
|Less accumulated amortization                |  |                           | (276   | ) |                               |   | (265   | )
|                                             |  |                           |        |   |                               |   |        |  
|                                             |  |                           | 679    |   |                               |   | 664    |  
|                                             |  |                          
|Patents and technology and software licenses |  |                           | 1,514  |   |                               |   | 1,514  |  
|Less accumulated amortization                |  |                           | (239   | ) |                               |   | (195   | )
|                                             |  |                           |        |   |                               |   |        |  
|                                             |  |                           | 1,275  |   |                               |   | 1,319  |  
|                                             |  |                          
|Product software                             |  |                           | 3,495  |   |                               |   | 2,852  |  
|Less accumulated amortization                |  |                           | (189   | ) |                               |   | (101   | )
|                                             |  |                           |        |   |                               |   |        |  
|                                             |  |                           | 3,306  |   |                               |   | 2,751  |  
|                                             |  |                           |        |   |                               |   |        |  
|Total                                        |  | $                         | 5,750  |   |                               | $ | 4,846  |  
|                                             |  |                           |        |   |                               |   |        |  



Internal use software is amortized
over its estimated life, which generally is 3 years. Trademarks are generally amortized over 20 years and patents are amortized over 17 years. The product software and technology license assets are amortized based on the percentage of revenues
generated in each reporting period to the total revenues expected over the GPS product life cycle. The software license asset is amortized according to units sold during the contract period based on the contract royalty rate as the software license
waives royalties on the initial sale of products using the software, up to the cost of the software license. Total amortization expense for the three months ended March 31, 2004 was $195,000 and for the three months ended March 31, 2003 was $75,000.



11



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(7) GOVERNMENT RULINGS



On July 19, 2002, the Federal Communications Commission (FCC) issued new rules limiting the emissions of radar detectors in the frequency band used by VSAT
satellite communications providers. The new FCC rules prohibit the manufacture and import of non-compliant radar detectors on or after August 28, 2002 and the sale of these non-compliant radar detectors in the U.S. on or after October 27, 2002.



All of Cobras current line of radar detectors are compliant with the
FCCs new rules. However, prior years models of Cobras 6 Band and 9 Band radar
detectors that remained in the inventory of Cobra or its customers were no longer permitted to be sold on or after October 27, 2002. Radar detectors currently in use by consumers are not affected by this ruling.



As of March 31, 2004, Cobra had approximately $800,000 of non-compliant radar detectors in
inventory (net of reserves). Of this amount, approximately $400,000 has been made compliant and the remaining $400,000 will be made compliant in 2004. Management believes that there are opportunities to sell these products at or above cost, either
outside of the U.S. or, after modifications are made to ensure they are compliant with FCC regulations, in the U.S.



(8) CONTINGENCIES



The Company warrants to the consumer who purchases its products that it will repair or replace, without charge, defective products within a specified time period, generally one year. 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. Consequently, it maintains a
warranty reserve, which reflects historical warranty returns rates by product category multiplied by the most recent six months of unit sales of that model and the unit standard cost of the model. A roll-forward of the warranty reserve is as follows
(in thousands):



|                                                    |  |                                               |       |   |                                          |   |        |  
|--------------------------------------------------- |  | --------------------------------------------- | ----- | - | ---------------------------------------- | - | ------ | -
|                                                    |  | Three Months Ended March 31, 2004 (Unaudited) |       |   | Year Ended December 31, 2003 (Unaudited) |  
|Accrued product warranty costs, beginning of period |  | $                                             | 1,524 |   |                                          | $ | 2,137  |  
|Warranty provision                                  |  |                                               | 686   |   |                                          |   | 4,446  |  
|Warranty expenditures                               |  |                                               | (801  | ) |                                          |   | (5,059 | )
|                                                    |  |                                               |       |   |                                          |   |        |  
|Accrued product warranty costs, end of period       |  | $                                             | 1,409 |   |                                          | $ | 1,524  |  
|                                                    |  |                                               |       |   |                                          |   |        |  



(9) LONGTERM LOAN RECEIVABLE



On January 8, 2003, the Company entered into a loan agreement with Horizon
Navigation, Inc. (Horizon), a California corporation and vendor to the Company, that was subsequently modified on February 6, 2003. The outstanding loan receivable balance as of March 31, 2004 was $2,004,000, which includes approximately
$104,000 of accrued interest and is included in Other assets



12



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on Cobras Condensed Consolidated Balance Sheets. Horizon may borrow up to $2,000,000 per annum, up to an aggregate
amount of $6,000,000 at December 31, 2005. The loan accrues interest at a variable rate at a fixed margin above the prime rate. The loan agreement provides that the interest will be added to the principal amount of the loan. The outstanding
principal amount, together with all accrued and unpaid interest, will be due on December 31, 2005. The loan is secured by all of the assets of Horizon. Certain amounts of callable and non-callable warrants to purchase shares of common stock of
Horizon are issued to the Company each time the Company makes loans to Horizon in excess of specified amounts and the Company has assigned no value to these warrants.



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations



ANALYSIS OF RESULTS OF OPERATIONS



Executive Summary



The Company had a net loss of $542,000 or ($0.08) per diluted share in the first quarter of 2004 compared to a net loss of $453,000 or
($0.07) per diluted share, in the first quarter of 2003. Net sales for the first quarter of 2004 increased to $22.7 million, compared to net sales of $20.6 million in the first quarter of 2003, due to significant sales of end of life inventories,
increases in two-way radio sales to two large customers and the introduction of GPS and Marine products that were not offered in the first quarter of 2003. Gross margin decreased to 22.7% from 24.9% in the first quarter of 2003. Operating expenses
increased over the first quarter of 2003 as a result of additional engineering costs for GPS and Marine products and higher health insurance costs.



The declining trend in the two-way radio market is expected to continue in 2004, albeit at a slower pace. The Company anticipates that this revenue decline will be offset
by increased sales in new product categories entered in 2003 and 2004. The Company also expects improvements in gross margins and operating margins, resulting in higher net income in 2004 versus 2003.



First Quarter 2004 vs. First Quarter 2003



For the first quarter ended March 31, 2004, the Company reported a net loss of $542,000, or
$(0.08) per diluted share, compared to a net loss of $453,000, or $(0.07) per diluted share, in the first quarter of 2003. The higher net loss from 2003 resulted primarily from a lower gross margin and higher operating expenses, partially offset by
higher sales, as discussed below.



Net sales for the first quarter of 2004
increased to $22.7 million from net sales of $20.6 million in the first quarter of 2003. The increase in net sales was due in part to two-way radio sales increasing to two large customers and significant sales of end of life inventories. Another
contributor to the increase in net sales was the sale of GPS and Marine products that were not offered in the first quarter of 2003. Partially offsetting the increase in net sales was a decrease in sales of Citizens Band radios as a limited edition
Harley-Davidson Citizens Band radio that was offered in 2003 was not offered in 2004.



Gross margin decreased in the first quarter of 2004 to 22.7% from 24.9%, in part due to the significant sales of end of life inventories and a large, low



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margin sale of a two-way radio product developed for one account in the fourth quarter of 2003 that was not completely
sold in 2003 due to the customers failure to merchandise the product as planned. Additionally, the first quarter of 2003 benefited from sales of the higher margin Limited Edition Harley-Davidson Citizens Band radio.



Net selling, general and administrative expenses increased $109,000 in the first quarter of
2004 from the same period a year ago but declined as a percentage of sales to 26.1% from 28.3%. This increase was primarily the result of additional engineering resources as compared to the prior year due to Cobras investment in the GPS and
marine businesses. This increase also included an $85,000 one-time reduction of health insurance expense in the first quarter of 2003 from a stop loss receivable that resulted from the Companys self insurance program that ended on March 31,
2003. The increase also reflected approximately $66,000 in higher costs for health insurance. These increases were partially offset by lower selling expenses.



The $11,000 increase in other expense resulted from lower vendor royalty income compared to the quarter a year ago.



For the first quarter of 2004, the Company had an income tax benefit of $309,000 compared to
a $306,000 tax benefit for the prior years quarter. The effective tax rate was 36.3% for the first quarter of 2004 and 40.3% for the year ago quarter, reflecting a lower percentage of the consolidated pretax loss in the year ago quarter from
Cobra Electronics Europe Limited.



LIQUIDITY AND CAPITAL RESOURCES



On January 31, 2002, the Company executed a new three-year revolving credit agreement for
$55 million with three financial institutions. Borrowings and letters of credit issued under the agreement are secured by substantially all of the assets of the Company, with the exception of real property and the cash surrender value of certain
life insurance policies owned by the Company. The credit agreement was amended as of February 18, 2003 to address certain covenant violations then existing and decrease the earnings requirements for each calendar quarter through March 31, 2004 and
to provide for increased permitted capital expenditures in 2003. The credit agreement was further amended on February 18, 2004 to extend the term of the agreement to January 31, 2006, address certain covenant violations that would otherwise have
occurred, reduce the cost of the credit facility by reducing its size to $45 million and reducing the applicable interest rates, and modify the earnings requirements for each calendar quarter through January 31, 2006. Loans outstanding under the
credit agreement, as amended, bear interest, at the Companys option, at 25 basis points below the prime rate or at LIBOR plus 175 basis points. The credit agreement specifies that the Company may not pay cash dividends and contains certain
financial and other covenants, including a requirement that James R. Bazet continue as CEO of the Company. At March 31, 2004, the Company had no interest bearing debt outstanding and approximately $22.3 million available under this credit line based
on asset advance formulas.



Net cash flows generated in operating activities
were $3.7 million during the first quarter of 2004 primarily due to decreases in accounts receivable and inventory, which were partially offset by a decrease in accrued liabilities. The lower accounts receivable reflected higher collections activity
and lower sales volume in the current quarter. The decrease in inventory represented timing of receipts and improved management of product transitions. Accrued liabilities decreased due to lower required accruals for commissions and sales promotion
costs, reflecting cash payouts from 2003 and lower sales volume in the current quarter.





14



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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 2004 to fund its working capital needs.



Investing activities required cash of $922,000 in 2004, principally for a capital lease for
copiers as well as funds loaned to Horizon Navigation (see note 9 to the condensed consolidated financial statements).



The Company believes that for the foreseeable future, it will be able to continue to fund its operations with cash generated from operations using existing or similar
future bank credit agreements to fund its seasonal working capital needs.



At
March 31, 2004 and 2003, the Company had outstanding inventory purchase orders with suppliers totaling approximately $19.0 million and $24.1 million, respectively. The decrease primarily reflected timing of receipts and management control of
inventory levels.



CRITICAL ACCOUNTING POLICIES



The Companys significant accounting policies are discussed in the notes to the
consolidated financial statements. The application of certain of these policies requires significant judgments or an 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.



Critical accounting policies generally consist of those that are reflective of significant judgments and uncertainties and could potentially result in materially different results under different assumption
conditions. The accounting policies and estimates that can have a significant impact upon the operating results, financial position and footnote disclosures of the Company are as follows:



Revenue Recognition Revenue from the sale of goods is recognized at the time of
shipment, except for revenue from sales of products to certain of those customers whose contractual terms specify FOB destination. Revenue from sales of products to these customers is recognized at the estimated time of receipt by the customer
(estimated based on the average shipping time for all such customers), when title and risk of loss would pass to the customer. Obligations for sales returns and allowances and product warranties are recognized at the time of sale on an accrual basis
as described below.



Sales Returns Reserve The Company has a policy that
allows its customers to return product that was returned to them by their customers. The reserve reflects the sales, cost of sales and gross profit impact of expected returns and related stock adjustments, as well as reducing accounts receivable and
increasing inventory for the amount of expected returns. The amount of the reserve is determined by multiplying the sales and cost of sales by product category for the current quarter by historical return rates adjusted for any known changes in key
variables affecting these return rates. Thus, judgments must be made regarding whether current return



15



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rates will approximate anticipated return rates. This reserve will vary based on the changes in sales, gross margin and
historical, as well as anticipated, return rates from quarter to quarter.



Warranty Reserve The Company provides generally a one-year consumer warranty for its products and also allows its customers to return product that has been returned by their customers. Consequently, the Company maintains a warranty
reserve, which reflects historical return rates by product category multiplied by the most recent six months of unit sales of that model and the unit standard cost of the model. The Company uses the most recent six months of unit sales in the
estimate, as historical experience tells the Company that most returns will occur within six months of the Companys original sale date. Therefore, judgments must be made based on historical returns rates and how the returned product will be
disposed, either by liquidation or return to vendors for credit on new purchases. 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.



Liquidation Reserve
The Company maintains a reserve representing the write-down of returned product to net realizable value. Returned inventory is either sold to various liquidators or returned to vendors for credit against similar, new models and depends upon the
estimated future demand for the models. Judgments are made as to whether various models are to be liquidated or returned to vendor and, for the former, the liquidation prices expected to be received. 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.



Advertising and Sales Promotion Accrual The reserve reflects amounts provided to retailers and distributors for advertising and sales promotions. Customer
programs, agreed to at the beginning of each year, are mainly variable programs dependent on sales and may be revised during the course of the year, based upon a customers projected sales and other factors, such as new promotional
opportunities. Accruals are made monthly for each customer by multiplying the customers estimated program accrual percentage by the customers actual sales. Therefore, this accrual will vary depending on a given quarters sales and
the sales mix of customers from quarter to quarter. In addition, should a customer significantly exceed or fall short of their planned program sales, adjustments may need to be made to the customers estimated program accrual percentage due to
certain minimum and/or maximum sales thresholds in the customers programs. Adjustments may also be necessary periodically for unclaimed customer funds.



Deferred Compensation Obligations under the deferred compensation plans (most of which are non-qualified defined benefit plans) and annual deferred compensation
expense are determined by a number of assumptions. Key assumptions in the determination of obligations under the plans and annual deferred compensation expenses include the discount rate and anticipated compensation for each individual covered by
the plans, which in part is dependent upon the anticipated future profitability of the Company. The rate is also dependent on rates used for qualified defined benefit plans. The



16



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discount rate used approximates the fixed rate of return the Company earns on the cash surrender value of an insurance
policy purchased to fund payments to the retired president and CEO, which represented approximately half of the total obligation of the plans at December 31, 2003. This discount rate was 7% in both 2004 and 2003. The compensation increase
assumptions are based on historical experience and anticipated future performance.



Net Realizable Value Reserve The Company maintains a reserve to write-down certain inventory, except for that covered by the liquidation reserve discussed above, below cost, as necessary. The reserve includes models where it is
determined that net realizable value is less than cost. Thus, judgments must be made about which slow-moving, excess or non-current models are to be included and the estimated net realizable value. This reserve will vary depending upon the specific
models selected, the estimated net realizable value for each model and quantities of each model that are determined will be sold below cost from quarter to quarter.



Software related to products to be sold The Company purchases and/or incurs costs in connection with the development of software to
be used in products that the Company intends to sell. Such costs are capitalized and deferred as intangible assets in accordance with Statement of Financial Accounting Standards (SFAS) No. 86, Accounting for Costs of Computer
Software to be Sold, Leased or Otherwise Marketed. Such costs consist of expenditures incurred after technological feasibility of the software has been established and a working model of the product developed and consist principally of coding
and related costs. Such costs are charged to earnings based on the ratio of actual product sales during the reporting period to expected product sales over the life of the product life cycle.



The above listing is not intended to be a comprehensive list of all of the Companys
accounting policies. In most cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States. There are also areas in which managements judgment in selecting
any available alternative would not produce a materially different result. See Note 1 to Cobras condensed consolidated financial statements included under Item 1, which is incorporated herein by reference, for a complete description of the
Companys significant accounting policies.



Item 3. Qualitative and
Quantitative Disclosures About Market Risk



The Company is subject to
market risk associated principally with changes in interest rates and foreign exchange rates. The Company did not have any interest rate exposure at March 31, 2004, as there was no outstanding debt.



The Companys suppliers are located in foreign countries, principally in Asia. The
Company made approximately 10.5% of its sales outside the United States, principally in Europe and Canada, in the first quarter of 2004. The Company minimizes its foreign currency exchange rate risk by conducting all of its transactions in U.S.
dollars, except for some of the billings of its European business, which are conducted in euros. The Company does not use derivative financial or commodity instruments for trading or speculative purposes, however, forward contracts are occasionally
used for hedging some euro denominated transactions for the Companys European business. Please refer to note 5 in the financial statements, which are incorporated herein by



17



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reference. A 10% movement in the U.S. dollar/euro exchange rate on the forward contracts outstanding at March 31, 2004
would result in approximately a $117,000 annual increase or decrease in cost of sales and cash flows.



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, as amended (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 business, technological and market developments in the consumer electronics business, 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 concerns and effects of fluctuation in exchange rates);
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | our ability to maintain adequate financing, to bear the interest cost of such financing and to remain in compliance with financing covenants;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------



| |  | 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



18



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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.



Item 4. Controls and Procedures



As of March 31, 2004, the Company carried out an evaluation, under the supervision and with the participation of the Companys management, including the
Companys President and Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Companys disclosure controls and procedures pursuant to Rule 13a-15(e) under the Exchange Act. Based upon
this evaluation, the President and Chief Executive Officer and Chief Financial Officer concluded that the Companys disclosure controls and procedures are effective in timely alerting them to material information required to be included in the
Companys periodic SEC filings.



There has been no change in the
Companys internal control over financial reporting that occurred during the first quarter of 2004 that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting.



19



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PART II

OTHER INFORMATION



Item 6. Exhibits
and Reports on Form 8-K



a) Exhibits



Exhibit 31.1 Rule 13a  14(a)/15d  14(a) Certification of the
Chief Executive Officer.



Exhibit 31.2 Rule 13a 
14(a)/15d  14(a) Certification of the Chief Financial Officer.



Exhibit 32.1 Section 1350 Certification of the Chief Executive Officer.



Exhibit 32.2 Section 1350 Certification of the Chief Financial Officer.



b) Reports on Form 8-K



On February 23, 2004, the Company filed a current report on Form 8-K relating to the Companys

Amendment to the Loan and
Security Agreement dated as of January 31, 2002 and the Companys

Year-End Earnings Release dated as of February 20, 2004.



20



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SIGNATURE



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



COBRA ELECTRONICS CORPORATIONBy

/s/    MICHAEL SMITHMichael SmithSenior Vice President and Chief Financial Officer(Duly Authorized Officer and PrincipalFinancial Officer)




Dated: May 13, 2004



21



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INDEX TO EXHIBITS



|               |  |                                                                           
|-------------- |  | --------------------------------------------------------------------------
|Exhibit Number |  | Description of Document                                                   
|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.                



22