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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 June 30, 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 July 28, 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) |        |   | For the Six Months Ended (Unaudited) |  
|                                             |  | June 30, 2004                          |        |   | June 30, 2003                        |   |        | June 30, 2004 |  |   | June 30, 2003 |  
|Net sales                                    |  | $                                      | 25,186 |   |                                      | $ | 26,622 |               |  | $ | 47,853        |   |  | $ | 47,177 |  
|Cost of sales                                |  |                                        | 18,351 |   |                                      |   | 18,866 |               |  |   | 35,877        |   |  |   | 34,306 |  
|                                             |  |                                        |        |   |                                      |   |        |               |  |   |               |   |  |   |        |  
|Gross profit                                 |  |                                        | 6,835  |   |                                      |   | 7,756  |               |  |   | 11,976        |   |  |   | 12,871 |  
|                                             |  |                                        |        |  
|Selling, general and administrative expenses |  |                                        | 6,057  |   |                                      |   | 7,057  |               |  |   | 11,976        |   |  |   | 12,868 |  
|                                             |  |                                        |        |   |                                      |   |        |               |  |   |               |   |  |   |        |  
|Operating income                             |  |                                        | 778    |   |                                      |   | 699    |               |  |   | 0             |   |  |   | 3      |  
|                                             |  |                                        |        |  
|Other income (expense):                      |  |                                        |        |   |                                      |   |        |               |  |   |               |   |  |   |        |  
|Interest expense                             |  |                                        | (25    | ) |                                      |   | (30    | )             |  |   | (54           | ) |  |   | (60    | )
|Other, net                                   |  |                                        | 33     |   |                                      |   | 10     |               |  |   | (11           | ) |  |   | (24    | )
|                                             |  |                                        |        |   |                                      |   |        |               |  |   |               |   |  |   |        |  
|Income (loss) before taxes                   |  |                                        | 786    |   |                                      |   | 679    |               |  |   | (65           | ) |  |   | (81    | )
|Tax provision (benefit)                      |  |                                        | 285    |   |                                      |   | 272    |               |  |   | (24           | ) |  |   | (35    | )
|                                             |  |                                        |        |   |                                      |   |        |               |  |   |               |   |  |   |        |  
|Net income (loss)                            |  | $                                      | 501    |   |                                      | $ | 407    |               |  | $ | (41           | ) |  | $ | (46    | )
|                                             |  |                                        |        |   |                                      |   |        |               |  |   |               |   |  |   |        |  
|Net income (loss) per common share:          |  |                                        |        |   |                                      |   |        |               |  |   |               |   |  |   |        |  
|Basic                                        |  | $                                      | 0.08   |   |                                      | $ | 0.06   |               |  | $ | (0.01         | ) |  | $ | (0.01  | )
|Diluted                                      |  | $                                      | 0.08   |   |                                      | $ | 0.06   |               |  | $ | (0.01         | ) |  | $ | (0.01  | )
|                                             |  |                                        |        |  
|Weighted average shares outstanding:         |  |                                        |        |   |                                      |   |        |               |  |   |               |   |  |   |        |  
|Basic                                        |  |                                        | 6,445  |   |                                      |   | 6,420  |               |  |   | 6,434         |   |  |   | 6,420  |  
|Diluted                                      |  |                                        | 6,625  |   |                                      |   | 6,487  |               |  |   | 6,628         |   |  |   | 6,483  |  
|                                             |  |                                        |        |  
|Cash dividends                               |  |                                        | None   |   |                                      |   | None   |               |  |   | 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 of June 30, 2004 (Unaudited) |         |   | As of December 31, 2003 (Unaudited) |  
|ASSETS:                                                                                                              |  |                                 |         |   |                                     |   |         |  
|Current assets:                                                                                                      |  |                                 |         |   |                                     |   |         |  
|Cash                                                                                                                 |  | $                               | 9,052   |   |                                     | $ | 4,736   |  
|Receivables, less allowance for claims and doubtful accounts of $347 at June 30, 2004, and $577 at December 31, 2003 |  |                                 | 13,644  |   |                                     |   | 22,437  |  
|Inventories, primarily finished goods                                                                                |  |                                 | 19,479  |   |                                     |   | 20,668  |  
|Deferred income taxes                                                                                                |  |                                 | 5,265   |   |                                     |   | 5,265   |  
|Other current assets                                                                                                 |  |                                 | 4,109   |   |                                     |   | 3,285   |  
|                                                                                                                     |  |                                 |         |   |                                     |   |         |  
|Total current assets                                                                                                 |  |                                 | 51,549  |   |                                     |   | 56,391  |  
|                                                                                                                     |  |                                 |         |   |                                     |   |         |  
|Property, plant and equipment, at cost:                                                                              |  |                                 |         |   |                                     |   |         |  
|Land                                                                                                                 |  |                                 | 330     |   |                                     |   | 330     |  
|Buildings and improvements                                                                                           |  |                                 | 4,546   |   |                                     |   | 4,464   |  
|Tooling and equipment                                                                                                |  |                                 | 22,200  |   |                                     |   | 21,379  |  
|                                                                                                                     |  |                                 |         |   |                                     |   |         |  
|                                                                                                                     |  |                                 | 27,076  |   |                                     |   | 26,173  |  
|Accumulated depreciation                                                                                             |  |                                 | (20,458 | ) |                                     |   | (19,466 | )
|                                                                                                                     |  |                                 |         |   |                                     |   |         |  
|Net property, plant and equipment                                                                                    |  |                                 | 6,618   |   |                                     |   | 6,707   |  
|                                                                                                                     |  |                                 |         |   |                                     |   |         |  
|Other assets:                                                                                                        |  |                                 |         |   |                                     |   |         |  
|Cash surrender value of officers life insurance policies                                                            |  |                                 | 6,808   |   |                                     |   | 6,564   |  
|Other                                                                                                                |  |                                 | 9,123   |   |                                     |   | 6,571   |  
|                                                                                                                     |  |                                 |         |   |                                     |   |         |  
|Total other assets                                                                                                   |  |                                 | 15,931  |   |                                     |   | 13,135  |  
|                                                                                                                     |  |                                 |         |   |                                     |   |         |  
|Total assets                                                                                                         |  | $                               | 74,098  |   |                                     | $ | 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 of June 30, 2004 (Unaudited) |        |   | As of December 31, 2003 (Unaudited) |  
|LIABILITIES AND SHAREHOLDERS EQUITY:                                                            |  |                                 |        |   |                                     |   |        |  
|Current liabilities:                                                                             |  |                                 |        |   |                                     |   |        |  
|Accounts payable                                                                                 |  | $                               | 3,501  |   |                                     | $ | 3,073  |  
|Accrued salaries and commissions                                                                 |  |                                 | 840    |   |                                     |   | 1,189  |  
|Accrued advertising and sales promotion costs                                                    |  |                                 | 1,281  |   |                                     |   | 2,766  |  
|Accrued product warranty costs                                                                   |  |                                 | 1,050  |   |                                     |   | 1,524  |  
|Other accrued liabilities                                                                        |  |                                 | 432    |   |                                     |   | 1,453  |  
|                                                                                                 |  |                                 |        |   |                                     |   |        |  
|Total current liabilities                                                                        |  |                                 | 7,104  |   |                                     |   | 10,005 |  
|                                                                                                 |  |                                 |        |   |                                     |   |        |  
|Non-current liabilities:                                                                         |  |                                 |        |   |                                     |   |        |  
|Deferred compensation                                                                            |  |                                 | 5,012  |   |                                     |   | 4,556  |  
|Deferred income taxes                                                                            |  |                                 | 3,836  |   |                                     |   | 3,836  |  
|Other long term liabilities                                                                      |  |                                 | 466    |   |                                     |   | 135    |  
|                                                                                                 |  |                                 |        |   |                                     |   |        |  
|Total non-current liabilities                                                                    |  |                                 | 9,314  |   |                                     |   | 8,527  |  
|                                                                                                 |  |                                 |        |   |                                     |   |        |  
|Total liabilities                                                                                |  |                                 | 16,418 |   |                                     |   | 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                                                                                |  |                                 | 39,849 |   |                                     |   | 39,890 |  
|Accumulated other comprehensive income                                                           |  |                                 | 36     |   |                                     |   | 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                                                                       |  |                                 | 57,680 |   |                                     |   | 57,701 |  
|                                                                                                 |  |                                 |        |   |                                     |   |        |  
|Total liabilities and shareholders equity                                                       |  | $                               | 74,098 |   |                                     | $ | 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 Six Months Ended (Unaudited) |       
|                                                                               |  | June 30, 2004                        |        |   | June 30, 2003 |  
|Cash flows from operating activities:                                          |  |                                      |        |   |               |   |        |  
|Net loss                                                                       |  | $                                    | (41    | ) |               | $ | (46    | )
|Adjustments to reconcile net loss to net cash flows from operating activities: |  |                                      |        |   |               |   |        |  
|Depreciation and amortization                                                  |  |                                      | 1,352  |   |               |   | 1,555  |  
|Loss on cash surrender value (CSV) of life insurance                           |  |                                      | 8      |   |               |   | 26     |  
|Changes in assets and liabilities:                                             |  |                                      |        |   |               |   |        |  
|Receivables                                                                    |  |                                      | 8,785  |   |               |   | 8,210  |  
|Inventories                                                                    |  |                                      | 1,180  |   |               |   | (3,231 | )
|Other current assets                                                           |  |                                      | (905   | ) |               |   | (1,273 | )
|Other assets                                                                   |  |                                      | (2,223 | ) |               |   | (1,225 | )
|Accounts payable                                                               |  |                                      | 428    |   |               |   | 1,525  |  
|Deferred compensation                                                          |  |                                      | 457    |   |               |   | 347    |  
|Accrued liabilities                                                            |  |                                      | (3,313 | ) |               |   | (3,593 | )
|Other long term liabilities                                                    |  |                                      | 330    |   |               |   |       |  
|                                                                               |  |                                      |        |   |               |   |        |  
|Net cash flows provided by operating activities                                |  |                                      | 6,058  |   |               |   | 2,295  |  
|                                                                               |  |                                      |        |   |               |   |        |  
|Cash flows from investing activities:                                          |  |                                      |        |   |               |   |        |  
|Long term loan receivable                                                      |  |                                      | (559   | ) |               |   | (1,450 | )
|Capital expenditures                                                           |  |                                      | (967   | ) |               |   | (698   | )
|CSV life insurance premiums                                                    |  |                                      | (252   | ) |               |   | (292   | )
|                                                                               |  |                                      |        |   |               |   |        |  
|Net cash flows used in investing activities                                    |  |                                      | (1,778 | ) |               |   | (2,440 | )
|                                                                               |  |                                      |        |   |               |   |        |  
|Effect of exchange rate changes on cash and cash equivalents                   |  |                                      | 36     |   |               |   |       |  
|                                                                               |  |                                      |        |   |               |   |        |  
|Net increase (decrease) in cash                                                |  |                                      | 4,316  |   |               |   | (145   | )
|Cash at beginning of period                                                    |  |                                      | 4,736  |   |               |   | 2,829  |  
|                                                                               |  |                                      |        |   |               |   |        |  
|Cash at end of period                                                          |  | $                                    | 9,052  |   |               | $ | 2,684  |  
|                                                                               |  |                                      |        |   |               |   |        |  
|Supplemental disclosure of cash flow information                               |  |                                      |        |   |               |   |        |  
|Cash paid during the period for:                                               |  |                                      |        |   |               |   |        |  
|Interest                                                                       |  | $                                    | 54     |   |               | $ | 60     |  
|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 and six month periods ended June 30, 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, sales returns rates, net realizable value of returned products and changes in



6



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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
and revised as circumstances warrant, 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 Statement of Financial Accounting Standards (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 June 30, 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 53% of its outstanding accounts receivable balances at June 30, 2004 and believes that there is a low risk on a few uninsured, larger
customers, such as Wal-Mart and Target. 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.



Long Term Loan Receivable-The Company evaluates the collectibility of its long term loan receivable from Horizon Navigation, Inc. (Horizon) based on the
Companys security interest in substantially all of Horizons assets and the anticipated revenue stream from royalties due to Horizon from the Company.



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 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 income (loss) and net income (loss) per common share would have been adjusted to the pro forma amounts indicated below (in thousands, except per share
amounts):



|                                                                                                                                            |  |                                        |      |   |                                      |   |      |      |  |   |       |   |  |   |       |  
|------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------- | ---- | - | ------------------------------------ | - | ---- | ---- |  | - | ----- | - |  | - | ----- | -
|                                                                                                                                            |  | Three Months Ended June 30 (Unaudited) |      |   | Six Months Ended June 30 (Unaudited) |  
|                                                                                                                                            |  | 2004                                   |      |   | 2003                                 |   |      | 2004 |  |   | 2003  |  
|Net income (loss), as reported                                                                                                              |  | $                                      | 501  |   |                                      | $ | 407  |      |  | $ | (41   | ) |  | $ | (46   | )
|Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax
effects |  |                                        | (25  | ) |                                      |   | (42  | )    |  |   | (53   | ) |  |   | (88   | )
|                                                                                                                                            |  |                                        |      |   |                                      |   |      |      |  |   |       |   |  |   |       |  
|Pro forma net income (loss)                                                                                                                 |  | $                                      | 476  |   |                                      | $ | 365  |      |  | $ | (94   | ) |  | $ | (134  | )
|                                                                                                                                            |  |                                        |      |   |                                      |   |      |      |  |   |       |   |  |   |       |  
|Net income (loss) per common share:                                                                                                         |  |                                        |      |   |                                      |   |      |      |  |   |       |   |  |   |       |  
|Basic  as reported                                                                                                                         |  | $                                      | 0.08 |   |                                      | $ | 0.06 |      |  | $ | (0.01 | ) |  | $ | (0.01 | )
|Basic  pro forma                                                                                                                           |  |                                        | 0.07 |   |                                      |   | 0.06 |      |  |   | (0.01 | ) |  |   | (0.02 | )
|                                                                                                                                            |  |                                        |      |  
|Diluted  as reported                                                                                                                       |  | $                                      | 0.08 |   |                                      | $ | 0.06 |      |  | $ | (0.01 | ) |  | $ | (0.01 | )
|Diluted  pro forma                                                                                                                         |  |                                        | 0.07 |   |                                      |   | 0.06 |      |  |   | (0.01 | ) |  |   | (0.02 | )



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 June 30, 2004 and 2003, the Company had outstanding inventory purchase orders with
suppliers totaling approximately $24.6 million and $27.4 million, respectively. The decrease primarily reflected timing of receipts and management control of inventory levels.



9



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(3) EARNINGS PER SHARE



|                                                               |  |                                        |           |   |                                      |   |           |               |  |   |               |   |  |   |           |  
|-------------------------------------------------------------- |  | -------------------------------------- | --------- | - | ------------------------------------ | - | --------- | ------------- |  | - | ------------- | - |  | - | --------- | -
|                                                               |  | For the Three Months Ended (Unaudited) |           |   | For the Six Months Ended (Unaudited) |  
|                                                               |  | June 30, 2004                          |           |   | June 30, 2003                        |   |           | June 30, 2004 |  |   | June 30, 2003 |  
|Income (loss):                                                 |  |                                        |           |   |                                      |   |           |               |  |   |               |   |  |   |           |  
|Income (loss) available to common shareholders (thousands)     |  | $                                      | 501       |   |                                      | $ | 407       |               |  | $ | (41           | ) |  | $ | (46       | )
|                                                               |  |                                        |           |  
|Basic earnings (loss) per share:                               |  |                                        |           |   |                                      |   |           |               |  |   |               |   |  |   |           |  
|Weighted-average shares outstanding                            |  |                                        | 6,444,815 |   |                                      |   | 6,419,777 |               |  |   | 6,433,672     |   |  |   | 6,419,777 |  
|                                                               |  |                                        |           |   |                                      |   |           |               |  |   |               |   |  |   |           |  
|Basic earnings (loss) per share                                |  | $                                      | 0.08      |   |                                      | $ | 0.06      |               |  | $ | (0.01         | ) |  | $ | (0.01     | )
|                                                               |  |                                        |           |   |                                      |   |           |               |  |   |               |   |  |   |           |  
|Diluted earnings (loss) per share:                             |  |                                        |           |   |                                      |   |           |               |  |   |               |   |  |   |           |  
|Weighted-average shares outstanding                            |  |                                        | 6,444,815 |   |                                      |   | 6,419,777 |               |  |   | 6,433,672     |   |  |   | 6,419,777 |  
|Dilutive shares issuable in connection with stock option plans |  |                                        | 638,348   |   |                                      |   | 442,900   |               |  |   | 639,598       |   |  |   | 442,900   |  
|Less: shares purchasable with proceeds                         |  |                                        | (458,103  | ) |                                      |   | (375,597  | )             |  |   | (445,350      | ) |  |   | (379,508  | )
|                                                               |  |                                        |           |   |                                      |   |           |               |  |   |               |   |  |   |           |  
|Total                                                          |  |                                        | 6,625,060 |   |                                      |   | 6,487,080 |               |  |   | 6,627,920     |   |  |   | 6,483,169 |  
|                                                               |  |                                        |           |   |                                      |   |           |               |  |   |               |   |  |   |           |  
|Diluted earnings (loss) per share                              |  | $                                      | 0.08      |   |                                      | $ | 0.06      |               |  | $ | (0.01         | ) |  | $ | (0.01     | )
|                                                               |  |                                        |           |   |                                      |   |           |               |  |   |               |   |  |   |           |  



10



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(4) COMPREHENSIVE INCOME (LOSS)



Comprehensive income (loss) for the three months and six months ended June 30, 2004 and June 30, 2003 was as follows (in thousands):



|                                                         |  |                                       |     |                                     |   |               |  |   |               |   |  |   |     |  
|-------------------------------------------------------- |  | ------------------------------------- | --- | ----------------------------------- | - | ------------- |  | - | ------------- | - |  | - | --- | -
|                                                         |  | For the Three MonthsEnded (Unaudited) |     | For the Six MonthsEnded (Unaudited) |  
|                                                         |  | June 30, 2004                         |     | June 30, 2003                       |   | June 30, 2004 |  |   | June 30, 2003 |  
|Net income (loss)                                        |  | $                                     | 501 |                                     | $ | 407           |  | $ | (41           | ) |  | $ | (46 | )
|Accumulated other comprehensive income (loss):           |  |                                       |     |                                     |   |               |  |   |               |   |  |   |     |  
|Foreign currency translation adjustments (no tax effect) |  |                                       | 6   |                                     |   | 11            |  |   | 20            |   |  |   | 22  |  
|                                                         |  |                                       |     |                                     |   |               |  |   |               |   |  |   |     |  
|Accumulated other comprehensive income (loss)            |  |                                       | 6   |                                     |   | 11            |  |   | 20            |   |  |   | 22  |  
|                                                         |  |                                       |     |                                     |   |               |  |   |               |   |  |   |     |  
|Total comprehensive income (loss)                        |  | $                                     | 507 |                                     | $ | 418           |  | $ | (21           | ) |  | $ | (24 | )
|                                                         |  |                                       |     |                                     |   |               |  |   |               |   |  |   |     |  



(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 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 and six months ended June 30, 2004.



11



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(6) INTANGIBLE ASSETS



Intangible assets are included in Other assets in the Condensed Consolidated Balance Sheets and consist of the following at June 30, 2004 and December 31,
2003 (in thousands):



|                                             |  |                           |        |   |                               |   |        |  
|-------------------------------------------- |  | ------------------------- | ------ | - | ----------------------------- | - | ------ | -
|                                             |  | June 30, 2004 (Unaudited) |        |   | December 31, 2003 (Unaudited) |  
|Internal use software                        |  | $                         | 2,162  |   |                               | $ | 1,562  |  
|Less accumulated amortization                |  |                           | (1,555 | ) |                               |   | (1,450 | )
|                                             |  |                           |        |   |                               |   |        |  
|                                             |  |                           | 607    |   |                               |   | 112    |  
|                                             |  |                          
|Trademarks                                   |  |                           | 968    |   |                               |   | 929    |  
|Less accumulated amortization                |  |                           | (288   | ) |                               |   | (265   | )
|                                             |  |                           |        |   |                               |   |        |  
|                                             |  |                           | 680    |   |                               |   | 664    |  
|                                             |  |                          
|Patents and technology and software licenses |  |                           | 1,876  |   |                               |   | 1,514  |  
|Less accumulated amortization                |  |                           | (218   | ) |                               |   | (195   | )
|                                             |  |                           |        |   |                               |   |        |  
|                                             |  |                           | 1,658  |   |                               |   | 1,319  |  
|                                             |  |                          
|Product software                             |  |                           | 4,072  |   |                               |   | 2,852  |  
|Less accumulated amortization                |  |                           | (173   | ) |                               |   | (101   | )
|                                             |  |                           |        |   |                               |   |        |  
|                                             |  |                           | 3,899  |   |                               |   | 2,751  |  
|                                             |  |                           |        |   |                               |   |        |  
|Total                                        |  | $                         | 6,844  |   |                               | $ | 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 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 and six months ended June 30, 2004 was $28,000 and $223,000, respectively and for the three
months and six months ended June 30, 2003 was $139,000 and $214,000, respectively.



(7) 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 allows 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 return rates by product category



12



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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):



|                                                    |  |                                          |        |   |                                        |   |        |  
|--------------------------------------------------- |  | ---------------------------------------- | ------ | - | -------------------------------------- | - | ------ | -
|                                                    |  | Six months endedJune 30, 2004(Unaudited) |        |   | Year endedDecember 31, 2003(Unaudited) |  
|Accrued product warranty costs, beginning of period |  | $                                        | 1,524  |   |                                        | $ | 2,137  |  
|Warranty provision                                  |  |                                          | 1,983  |   |                                        |   | 4,446  |  
|Warranty expenditures                               |  |                                          | (2,457 | ) |                                        |   | (5,059 | )
|                                                    |  |                                          |        |   |                                        |   |        |  
|Accrued product warranty costs, end of period       |  | $                                        | 1,050  |   |                                        | $ | 1,524  |  
|                                                    |  |                                          |        |   |                                        |   |        |  



(8) LONGTERM LOAN RECEIVABLE



On January 8, 2003, the Company entered into a loan agreement with Horizon, a
California corporation and vendor to the Company, that was subsequently modified on February 6, 2003. The outstanding loan receivable balance as of June 30, 2004 was $2,284,000, which includes approximately $134,000 of accrued interest and is
included in Other assets on Cobras Condensed Consolidated Balance Sheets. At the discretion of the Company, 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, which is 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 substantially 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 net income of $501,000 or $0.08 per diluted share in the second quarter of 2004 compared to net income of $407,000 or $0.06 per diluted share, in the
second quarter of 2003. Net sales for the second quarter of 2004, which benefited from a reduction of $200,000 in the reserve for customer pricing programs curtailed or unnecessary due to strong product sell-through, decreased to $25.2 million,
compared to net sales of $26.6 million in the second quarter of 2003. This was due to delays in the introduction of the Companys newest GPS product, the handheld GPS 1000 DLX, as well as continued intense competition in the two-way radio
business. Gross margin decreased to 27.1% from 29.1% in the second quarter of 2003. Selling, general and administrative expenses decreased over the second quarter of 2003 due to tight



13



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expense controls and as a result of a reduction of $409,000 in the accrual for customer advertising programs curtailed or
unnecessary due to strong product sell-through.



The declining trend in the
two-way radio market observed in the first half of 2004 is expected to continue in the second half of 2004, albeit at a slower pace. The Company anticipates that this revenue decline will be more than offset by increased sales in new product
categories entered in 2003 and 2004 as well as increased sales in Detection products, resulting in higher net income in 2004 versus 2003.



Second Quarter 2004 vs. Second Quarter 2003



Net sales for the second quarter of 2004, including the reduction of $200,000 in the reserve for customer pricing programs curtailed or unnecessary due to strong product
sell-through, decreased to $25.2 million from net sales of $26.6 million in the second quarter of 2003. The decrease in net sales was due in part to the two-way radio business remaining intensely competitive as well as delays in the introduction of
the Companys newest GPS product, the handheld GPS 1000 DLX. Partially offsetting the decrease in net sales was an increase in sales of Detection products that resulted from sales of a new line of 11 Band radar detectors and Citizens Band radios, which benefited from the support of strong
distribution partners.



Gross margin decreased in the second quarter of 2004 to
27.1% from 29.1%, in part due to aggressive sales of older models of two-way radios and radar detectors to make way for newer products, leading to substantially lower margins than would be expected under normal circumstances.



Selling, general and administrative expenses decreased $1.0 million in the second quarter of
2004 from the same period a year ago and decreased as a percentage of sales to 24.0% from 26.5%. This decrease was due to tight expense controls and as a result of a reduction of $409,000 in the accrual for customer advertising programs curtailed or
unnecessary due to strong product sell-through.



The $23,000 increase in other
income resulted from higher vendor royalty income compared to the second quarter of 2003.



For the second quarter of 2004, the Company had income tax expense of $285,000 compared to $272,000 tax expense for the prior years quarter. The effective tax rate was 36.3% for the second quarter of 2004 and
40.1% for the second quarter of 2003, reflecting a higher expected pretax income in 2004 from Cobra Electronics Europe Limited.



Six months ended June 30, 2004 vs. Six months ended June 30, 2003



The Companys net loss was $(41,000), or $(0.01) per diluted share for the six months ended June 30, 2004 compared to a net loss of $(46,000), or $(0.01) per diluted
share in the same period a year ago. The slight improvement in the net loss from 2003 resulted primarily from maintaining stringent controls over selling, general and administrative expenses offset by lower margins as well as a reduction to reserves
for customer programs curtailed or unnecessary due to strong product sell-through.



Net sales for the six months ended June 30, 2004, which included reductions of $240,000 in the reserve for customer pricing programs curtailed or unnecessary due to strong product sell-through, increased to $47.9 million, from net sales



14



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of $47.2 million for the same period of 2003. The increase in net sales was due in part to an increase in sales of
Detection products from sales of a new line of 11 Band radar detectors. Partially offsetting this increase was the decline in sales in the two-way radio market due to intense competition.



Gross margin decreased during the period to 25.0% from 27.3%, in part due to aggressive sales of older models of two-way radios to make way
for newer products, leading to substantially lower margins than would be expected under normal circumstances. Also, in 2003, the Companys gross margin benefited from strong sales of the higher margin Limited Edition Harley-Davidson Citizens
Band radio.



Selling, general and administrative expenses decreased $892,000 in
the six months ended June 30, 2004 from the same period a year ago and decreased as a percentage of sales to 25.0% from 27.3%. This decrease was partly the result of a reduction of $497,000 in the accrual for customer advertising programs curtailed
or unnecessary due to strong product sell-through as well as due to stringent expense controls.



The $13,000 decrease in other expense resulted from higher vendor royalty income compared to the same period of 2003.



For the six months ended June 30, 2004, the Company had an income tax benefit of $24,000 compared to a $35,000 tax benefit for the six months ended June 30, 2003. The
effective tax rate was 36.9% for the six months ended June 30, 2004 compared to 43.2% for the six months ended June 30, 2003, reflecting a higher expected pretax income in 2004 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 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 June 30, 2004, the Company had no interest bearing debt outstanding and approximately $20.4 million available under this credit line based on asset advance formulas.



Net cash flows generated in operating activities were $6.1 million during the
first half of 2004 primarily due to decreases in accounts receivable and inventory, which were partially offset by a decrease in accrued liabilities and an increase in other assets. 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, sales promotion
costs and product warranty, reflecting cash payouts from 2003 and lower sales volume in the current quarter.



15



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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 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 $1.8 million in 2004, principally for tooling and funds
loaned to Horizon Navigation (see note 8 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 June 30, 2004 and 2003, the Company had outstanding
inventory purchase orders with suppliers totaling approximately $24.6 million and $27.4 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 condensed 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



16



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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 generally provides 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 return 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 or funds that were not expended due to customer programs that were curtailed or were
unnecessary due to strong product sell-through.



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



17



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dependent upon the anticipated future profitability of the Company. The rate is also dependent on rates used for
qualified defined benefit plans. The 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. 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 June 30, 2004, as there was no outstanding debt.



The
Companys suppliers are located in foreign countries, principally in Asia. The Company made approximately 13.7% of its sales outside the United States, principally in Europe and Canada, in the second 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 condensed consolidated financial statements,
which are incorporated herein by reference. A 10% movement in the U.S. dollar/euro exchange rate on the forward contracts outstanding at June 30, 2004 would result in approximately a $93,000 annual increase or decrease in cost of sales and cash
flows.



18



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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 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.



19



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Item 4. Controls and Procedures



As of June 30, 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 second quarter of 2004 that has materially affected, or is reasonably likely to materially affect, the Companys internal control over
financial reporting.



20



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PART II

OTHER INFORMATION



Item 4. Submission
of Matters to a Vote of Security Holders



a) The 2003 Annual Meeting of
Shareholders was held on May 11, 2004.



b); c)



The following persons were elected Directors of the Company to serve until the annual meeting
of the term specified below:



|                      |  |       |  |           |  |                |  |     
|--------------------- |  | ----- |  | --------- |  | -------------- |  | ----
|Name                  |  | Class |  | Votes for |  | Votes withheld |  | Term
|William P. Carmichael |  | III   |  | 5,789,756 |  | 197,954        |  | 2007
|Carl Korn             |  | III   |  | 5,789,734 |  | 197,976        |  | 2007
|Ian R. Miller         |  | III   |  | 5,845,756 |  | 141,954        |  | 2007



The Class I Directors continuing in
office until the 2005 Annual Meeting of Shareholders are James R. Bazet, Barry S. Rosenstein and Harold D. Schwartz. The Class II Directors continuing in office until the 2006 Annual Meeting of Shareholders are James W. Chamberlain and Henry G.
Chiarelli.



d) Not applicable



Item 6. Exhibits and Reports on Form 8-K



a) Exhibits



Exhibit 10-29 Employment Agreement between Cobra Electronics Corporation and James R. Bazet dated May 25, 2004.



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 April 30, 2004, the Company filed a current report on Form 8-K relating to the Companys First Quarter Earnings Release dated as of March 31, 2004.



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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 Smith Senior Vice President and Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer)




Dated: August 13, 2004



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INDEX TO EXHIBITS



|               |  |                                                                                                  
|-------------- |  | -------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description of Document                                                                          
|10-29          |  | Employment Agreement between Cobra Electronics Corporation and James R. Bazet dated May 25, 2004.
|               | 
|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.                                       



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