UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 [fee required]
For the fiscal year ended November 30, 1995
Commission file number 1-9532
AUDIOVOX CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 13-1964841
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
150 Marcus Blvd., Hauppauge, New York 11788
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (516) 231-7750
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on
Title of each class: Which Registered
Class A Common Stock $.01 par value American Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
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 requirement
for the past 90 days.
Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K (Sec 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of
<PAGE>
registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.
(X)
The aggregate market value of the voting stock held by non-
affiliates of the registrant was $18,763,355 (based upon closing
price on the American Stock Exchange, Inc. on February 20, 1996).
The number of shares outstanding of each of the registrant's
classes of common stock, as of February 20, 1996 was
Class Outstanding
Class A Common Stock $.01 par value 6,777,788
Class B Common Stock $.01 par value 2,260,954
PART I
Item 1 - Business
General
Audiovox Corporation, together with its operating subsidiaries
(collectively, the "Company"), markets and supplies, under its own
name or trade names, a diverse line of aftermarket products which
include cellular telephones, both hand held portables and vehicle
installed, in addition to automotive sound equipment and automotive
accessories, both of which are designed primarily for installation
in cars, trucks and vans after they have left the factory and
consumer electronic products.
The Company's products are sold through a worldwide
distribution network covering the United States, Canada and
overseas. Sales are made directly and through independent
distributors to new car dealers, cellular telephone accounts,
cellular service providers, regional Bell Operating Companies
("BOCs"), mass merchandisers, catalogue showrooms, original equip-
ment manufacturers ("OEMs"), military Army and Air Force Exchange
Systems ("AAFES"), autosound specialists and retailers. The
Company sells to consumers from Company-owned retail sales and
service locations which generally operate under the name "Quintex",
which also receives activation commissions and residuals from
certain cellular service providers.
The Company's products may be broadly grouped into four major
categories: cellular telephones, automotive sound equipment,
<PAGE>
automotive accessories and consumer electronic products. These
categories represent different product lines rather than separate
reporting segments.
The Company was incorporated in Delaware on April 10, 1987, as
successor to the business of Audiovox Corp., a New York corporation
founded in 1960 (the "predecessor company") by John J. Shalam, the
Company's President, Chief Executive Officer and controlling
stockholder. Unless the context otherwise requires, or as
otherwise indicated, references herein to the "Company" include the
Company, its wholly-owned and majority-owned operating
subsidiaries.
Trademarks
The Company markets products under several trademarks,
including Audiovox(R), Custom SPS(R), Prestige(R), Pursuit(R),
Minivox(TM), Minivox Lite(R) and The Protector(R). The Company
believes that these trademarks are recognized by customers and are
therefore significant in marketing its products. Trademarks are
registered for a period of ten years and such registration is
renewable for subsequent ten-year periods.
Distribution and Marketing
Cellular and Non-Cellular Wholesale
The Company markets products on a wholesale basis to a variety
of customers through its direct sales force and independent sales
representatives. During the fiscal year ended November 30, 1995,
the Company sold its products to approximately 2,500 wholesale
accounts, including the BOCs, other cellular carriers and their
respective agents, mass merchandise chain stores, specialty
installers, distributors and car dealers, OEMs and AAFES.
The Company's five largest wholesale customers (excluding
joint ventures), who, in the aggregate, accounted for 25.5% of the
Company's net sales for the fiscal year ended November 30, 1995,
are Nynex Mobile Communications Company, Cellular Communications,
Inc. ("Cellular One"), Bell Atlantic Mobile Systems, Vanguard
Cellular Systems and US Cellular, all of whom are cellular
carriers. None of these customers individually accounted for more
than 7.3% of the Company's net sales for such period. In addition,
the Company also sells its non-cellular products to mass merchants
such as K-Mart, Walmart Stores, Inc., warehouse clubs including
Price/Costco, Inc. and OEMs such as Chrysler of Canada, Navistar
International Corporation and General Motors Corporation.
<PAGE>
The Company uses several techniques to promote its products to
wholesale customers, including trade and customer advertising,
attendance at trade shows and direct personal contact by Company
sales representatives. In addition, the Company typically assists
cellular carriers in the conduct of their marketing campaigns
(including the scripting of telemarketing presentations), conducts
cooperative advertising campaigns, develops and prints custom sales
literature and conducts in-house training programs for cellular
carriers and their agents.
The Company believes that the use of such techniques, along
with the provision of warranty services and other support programs,
enhances its strategy of providing value-added marketing and, thus,
permits the Company to increase Audiovox brand awareness among
wholesale customers while, at the same time, promoting sales of the
Company's products through to end users.
The Company's wholesale policy is to ship its products within
24 hours of a requested shipment date from public warehouses in
Norfolk, Virginia, Sparks, Nevada and Canada and from leased
facilities located in Hauppauge, New York and Los Angeles,
California.
Retail
As of November 30, 1995, the Company operated approximately 30
retail outlets and licensed its trade name to 5 additional retail
outlets in selected markets in the United States through which it
markets cellular telephones and related products to retail
customers under the names Audiovox , American Radio , Quintex and
H & H Eastern Distributors ("H&H"). In addition to Audiovox
products, these outlets sell competitive products such as Motorola
and Nokia.
The Company's retail outlets typically generate revenue from
three sources: (i) sale of cellular telephones and related
products, (ii) activation commissions paid to the Company by
cellular telephone carriers when a customer initially subscribes
for cellular service and (iii) monthly residual fees. The amount
of the activation commissions paid by a cellular telephone carrier
is based upon various service plans and promotional marketing
programs offered by the particular cellular telephone carrier. The
monthly residual payment is based upon a percentage of the
customer's usage and is calculated based on the amount of the
cellular phone billings generated by the base of the customers
activated by the Company on a particular cellular carrier's system.
Under the Company's 5 licensee relationships, the licensee receives
the majority of the activation commissions, and the Company retains
<PAGE>
the majority of the residual fees. The Company's agreements with
cellular carriers provide for a reduction in, or elimination of,
activation commissions in certain circumstances if a cellular
subscriber activated by the Company deactivates service within a
specified period. The Company records an allowance to provide for
the estimated liability for return of activation commissions
associated with such deactivations. See Note 1(l) of Notes to
Consolidated Financial Statements. As a practical matter, the
profitability of the Company's retail operations is dependent on
the Company maintaining agency agreements with cellular carriers
under which it receives activation commissions and residual fees.
The Company's relationships with the cellular carriers are
governed by contracts that, in the aggregate, are material to the
continued generation of revenue and profit for the Company.
Pursuant to applicable contracts with cellular carriers, each of
the Company's retail outlets functions as a non-exclusive agent
engaged to solicit and sell cellular telephone service in certain
geographic areas and, while such contract is in effect and for a
specified period thereafter (which typically ranges from three
months to one year), may not act as a representative or agent for
any other carrier or reseller in those areas or solicit cellular or
wireless communication network services of the kind provided by the
cellular carrier in the areas where the Company acts as an agent.
The Company's retail operation is free, at any time after the
restricted period, to pursue an agreement with another carrier who
services a particular geographic area. At present, each geographic
area is serviced by two cellular carriers.
As of November 30, 1995, the Company had agency contracts with
the following carriers: Bell Atlantic Mobile Systems, Inc.,
BellSouth Mobility, Inc., GTE Mobilnet of the Southeast, Inc.,
Richmond Cellular Telephone Company d/b/a Cellular One, New York
Cellular Geographic Service Area, Inc. ("NYNEX"), United States
Cellular, Air Touch and Contel Cellular, Inc. Dependant upon the
terms of the specific carrier contracts, which typically range in
duration from one year to five years, the Company's retail
operation may receive a one-time activation commission and periodic
residual fees. These carrier contracts provide the carrier with
the right to unilaterally restructure or revise activation
commissions and residual fees payable to the Company, and certain
carriers have exercised such right from time-to-time. Dependent
upon the terms of the specific carrier contract, the carrier may
terminate the agreement, with cause, upon prior notice to the
Company. Typically, the Company's right to be paid residual fees
ceases upon termination of an agency contract.
<PAGE>
Equity Investments
The Company has from time-to-time, at both the wholesale and
retail levels, established joint ventures to market its products to
a specific market segment or geographic area. In entering into a
joint venture, the Company seeks to join forces with an established
distributor with an existing customer base and knowledge of the
Company's products. The Company seeks to blend its financial and
product resources with these local operations to expand their
collective distribution and marketing capabilities. The Company
believes that such joint ventures provide a more cost effective
method of focusing on specialized markets. The Company does not
participate in the day-to-day management of these joint ventures.
As of November 30, 1995, the Company had a 33.33% ownership
interest in TALK Corporation (TALK) which holds world-wide
distribution rights for product manufactured by Shintom Co., Ltd.
(Shintom). These products include cellular telephones, video
recorders and players and automotive sound products. TALK has
granted Audiovox exclusive distribution rights on all wireless
personal communication products for all countries except Japan,
China, Thailand, and several mid-eastern countries. Additionally,
the Company had 50% non-controlling ownership in four other
companies: Protector Corporation (Protector) which acts as a
distributor of chemical protection treatments, Audiovox Specialty
Markets Co., L.P. (ASMC), which acts as a distributor to
specialized markets for RV's and van conversions, of televisions
and other automotive sound, security and accessory products,
Audiovox Pacific Pty., Limited (Audiovox Pacific) which distributes
cellular telephones and automotive sound and security products in
Australia and New Zealand, and G.L.M. Wireless Communications, Inc.
(G.L.M.) which is in the cellular telephone, pager and
communications business.
Effective December 1, 1993, the Company acquired the remaining
50% interest in H&H for a warrant to purchase 50,000 shares of the
Company's Class A Common Stock. See Note 2 of Notes to
Consolidated Financial Statements.
Customers
No customer of the Company accounted for more than 10% of the
Company's net sales for fiscal 1995.
Suppliers
The Company purchases its cellular and non-cellular products
from manufacturers located in several Pacific Rim countries,
<PAGE>
including Japan, China, Korea, Taiwan and Singapore, Europe and in
the United States. In selecting its vendors, the Company considers
quality, price, service, market conditions and reputation. The
Company maintains buying offices or inspection offices in Taiwan,
Korea and China to provide local supervision of supplier
performance with regard to, among other things, price negotiation,
delivery and quality control. The majority of the products sourced
through these foreign buying offices are non-cellular.
Since 1984, the principal supplier of the Company's wholesale
cellular telephones has been Toshiba Corporation ("Toshiba"),
accounting for approximately 47%, 45% and 44% of the total dollar
amount of all product purchases by the Company, during the fiscal
years ended November 30, 1993, 1994 and 1995, respectively. In
1994, Toshiba competed directly with the Company in the United
States by marketing cellular telephone products through Toshiba's
United States distribution subsidiary. As of November 30, 1995,
Toshiba announced it will no longer distribute cellular telephone
products through its subsidiary in the United States. Toshiba
continues to sell products to the Company as an original equipment
customer. In order to expand its supply channels and diversify its
cellular product line, the Company has begun to source cellular
equipment from other manufacturers including, Alcatel
Radiotelephone ("Alcatel"), Dancall Telecom A/S ("Dancall") and
TALK. Purchases of non-cellular products are made primarily from
other overseas suppliers including Hyundai Electronics Inc.
("Hyundai"), Namsung Corporation ("Namsung") and Nutek Corporation
("Nutek"). There are no agreements in effect that require
manufacturers to supply product to the Company. The Company
considers its relations with its suppliers to be good. In
addition, the Company believes that alternative sources of supply
are currently available.
Competition
The Company's wholesale business is highly competitive in all
its product lines, each competing with a number of well-established
companies that manufacture and sell products similar to those of
the Company. Specifically, the cellular market place is driven by
current selling prices, which also affects the carrying value of
inventory on hand. Additionally, the Custom SPS line competes
against factory-supplied radios. Service and price are the major
competitive factors in all product lines. The Company believes
that it is a leading supplier to the cellular market primarily as
a result of the performance of its products and the service
provided by its distribution network. The Company's retail
business is also highly competitive on a product basis. In
<PAGE>
addition, since the Company acts as an agent for cellular service
providers, these cellular service providers must also compete in
their own markets which are also highly competitive. The Company's
retail performance is, therefore, also based on the carriers'
ability to compete.
Employees
At November 30, 1995, the Company employed approximately
872 people.
Executive Officers of the Registrant
The executive officers of the registrant are listed below.
All officers of the Company are elected by the Board of Directors
to serve one-year terms. There are no family relationships among
officers, or any arrangement or understanding between any officer
and any other person pursuant to which the officer was selected.
Unless otherwise indicated, positions listed in the table have been
held for more than five years.
Name Age Current Position
John J. Shalam 62 President and Chief Executive
Officer and Director
Philip Christopher 47 Executive Vice President and
Director
Charles M. Stoehr 49 Senior Vice President, Chief
Financial Officer and Director
Patrick M. Lavelle 44 Vice President and Director
Martin Novick 60 Vice President and Director
Chris L. Johnson 44 Vice President, Secretary
Ann M. Boutcher 45 Vice President and Director
John J. Shalam has served as President and Chief Executive
Officer and a director of the Company since 1960. Mr. Shalam also
serves as president and a director of most of the Company's
operating subsidiaries.
Philip Christopher, Executive Vice President of the Company,
has been with the Company since 1970 and has held his current
position since 1983. Prior thereto, he was Senior Vice President
of the Company. Mr. Christopher also has been a director of the
Company since 1973 and, in addition, serves as an officer and a
director of most of the Company's operating subsidiaries.
Charles M. Stoehr has been Chief Financial Officer of the
Company since 1979 and was elected Senior Vice President in 1990.
Mr. Stoehr has been a director of the Company since 1987. From
1979 through 1990, Mr. Stoehr was a Vice President of the Company.
<PAGE>
Patrick M. Lavelle has been a Vice President of the Company
since 1982. In 1991, Mr. Lavelle was elected Vice President, with
responsibility for marketing and selling the Company's automotive
accessory and automotive sound line of products. Mr. Lavelle was
elected to the Board of Directors in 1993.
Martin Novick has been a Vice President of the Company since
1971 and has been a director since 1987. In 1991, Mr. Novick was
elected Vice President, with responsibility for the sale of auto-
sound products to mass merchandisers.
Chris L. Johnson has been a Vice President of the Company
since 1986 and Secretary since 1980. Ms. Johnson has been employed
by the Company in various positions since 1968 and was a director
of the Company from 1987 to 1993.
Ann M. Boutcher has been a Vice President of the Company since
1984. Ms. Boutcher's responsibilities include the development and
implementation of the Company's advertising, sales promotion and
public relations programs. Ms. Boutcher was elected to the Board
of Directors in 1995.
Item 2 - Properties
As of November 30, 1995, the Company leased a total of fifty-
five operating facilities located in fourteen states and two
Canadian provinces. These facilities serve as offices, warehouses,
distribution centers or retail locations. Additionally, the
Company utilizes approximately 115,000 square feet of public
warehouse facilities. Management believes that it has sufficient,
suitable operating facilities to meet the Company's requirements.
Item 3 - Legal Proceedings
In February 1993, an action was instituted in the Circuit
Court of Cooke County, Illinois, (Robert Verb, et al. v. Motorola,
Inc., et al., File No.: 93 Ch. 00969), against the Company and
other defendants. The complaint in such action seeks damages on
several product liability related theories, alleging that there is
a link between the non-thermal electromagnetic field emitted by
portable cellular telephones and the development of cancer,
including brain cancer. On August 20, 1993, an order was entered
dismissing the complaint which included the Company as a defendant
and permitting plaintiffs to file an amended complaint which does
not include the Company as a defendant. Such order, effectively
dismissing the Company as a defendant, is being appealed by the
plaintiffs. The Company believes that its insurance coverage and
<PAGE>
rights of recovery against manufacturers of its portable hand-held
cellular telephones relating to this case are sufficient to cover
any reasonably anticipated damages. In addition, the Company
believes that there are meritorious defenses to the claims made in
this case.
On August 31, 1994, an action was instituted entitled Steve
Helms and Cellular Warehouse, Inc. v. Quintex Mobile, Wachovia
Bank, GTE Mobilnet, Stan Bailey and Rick Rasmussen in the Court of
Common Pleas, Sumter County, South Carolina. Plaintiffs allege ten
causes of action against Quintex, including fraud, breach of
contract, conspiracy, conversion, interference with prospective
contract, restraint of trade, violation of Unfair Trade Practices
Act, false arrest and malicious prosecution. Damages sought are
$1.2 million plus punitive damages. Also plaintiffs are seeking
treble damages and attorneys' fees under the Unfair Trade Practices
Act. In February 1996, the Company has settled this action with
the plaintiffs.
In addition, the Company is currently, and has in the past
been, a party to other routine litigation incidental to its
business. The Company does not expect any pending litigation to
have a material adverse effect on its consolidated financial
position.
Item 4 - Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of security holders during
the fourth quarter of fiscal 1995.
<PAGE>
PART II
Item 5 - Market for the Registrant's Common Equity and Related
Stockholder Matters
Summary of Stock Prices and Dividend Data
Class A Common Shares of Audiovox are traded on the American Stock
Exchange under the symbol VOX. No dividends have been paid on the
Company's common stock. The Company is restricted by agreements
with its financial institutions from the payment of common stock
dividends while certain loans are outstanding (see Liquidity and
Capital Resources of Management's Discussion and Analysis). There
are approximately 2,000 holders of Class A Common Stock and 5
holders of Class B Common Stock.
<TABLE>
Class A Common Stock
Average Daily
Fiscal Period High Low Trading Volume
1994
<S> <C> <C> <C>
First Quarter . . . . . . . . . . . . . . . $18 3/8 $14 1/4 26,400
Second Quarter. . . . . . . . . . . . . . . 16 11 7/8 32,600
Third Quarter . . . . . . . . . . . . . . . .12 3/4 6 1/4 39,600
Fourth Quarter. . . . . . . . . . . . . . . . 9 3/8 6 3/4 19,600
1995
First Quarter . . . . . . . . . . . . . . . . 8 1/2 6 3/8 25,300
Second Quarter. . . . . . . . . . . . . . . . 7 5 1/16 13,500
Third Quarter . . . . . . . . . . . . . . . . 7 3/8 4 7/16 30,100
Fourth Quarter. . . . . . . . . . . . . . . . 6 13/16 4 3/8 21,600
</TABLE>
<PAGE>
Item 6 - Selected Financial Data
Years ended November 30, 1991, 1992, 1993, 1994 and 1995
<TABLE>
1991 1992 1993 1994 1995
(Dollars in thousands, except per share data)
<S> <C> <C> <C> <C> <C>
Net sales $327,966 $343,905 $389,038 $486,448 $500,740
Net income (loss) (14,658)(a) 7,670(b) 12,224(c) 26,028(e) (9,256)(g)
Net income (loss)
per common share,
primary (1.63) 0.85(b) 1.35(c) 2.86(e) (1.02)
Net income per
common share, fully
diluted - - 1.25(c) 2.20(e) -
Total assets 137,082 145,917 169,671 239,098 311,055
Long-term obligations,
less current
installments 59,912 55,335 13,610(d) 110,698(f) 142,802
Stockholders' equity 46,696 53,457 65,793 92,034 117,222(h)
</TABLE>
(a) Includes a pre-tax restructuring charge of $5.0 million.
(b) Includes an extraordinary item of $1.9 million or $0.21 per
share.
(c) Includes an extraordinary item of $2.2 million or $0.24 per
share, primary, and $0.22 per share, fully diluted.
(d) Long-term debt does not include $38.8 million of bank
obligations which were classified as current.
(e) Includes a cumulative effect change of ($178,000) or ($0.02)
per share, primary, and ($0.01) per share, fully diluted.
Also includes a pre-tax gain on sale of an equity investment
of $27.8 million and a gain on public offering of equity
investment of $10.6 million.
(f) Long-term debt includes the addition of a $65 million bond
offering in 1994.
(g) Includes a pre-tax charge of $2.9 million associated with the
issuance of warrants, a pre-tax charge of $11.8 million for
inventory write-downs and the down-sizing of the retail
operations and a pre-tax gain on the sale of an equity
investment of $8.4 million.
(h) Includes a $31.7 million unrealized gain on marketable
securities, net.
Item 7 - Management's Discussion and Analysis of Financial
Condition and Results of Operations
The Company's operations are conducted in a single business
segment encompassing three principal product lines: cellular,
automotive sound equipment and automotive security and accessory
equipment.
<PAGE>
The Company's wholesale cellular operations generate revenue
from the sale of cellular telephones and accessories. The
Company's retail outlets typically generate revenue from three
sources: (i) the sale of cellular telephones and related products,
(ii) activation commissions paid to the Company by cellular
telephone carriers when a customer initially subscribes for
cellular service and (iii) monthly residual fees. The price at
which the Company's retail outlets sell cellular telephones is
often affected by the amount of the activation commission the
Company will receive in connection with such sale. The amount of
the activation commission paid by a cellular telephone carrier is
based upon various service plans and promotional marketing programs
offered by the particular cellular telephone carrier. The monthly
residual payment is based upon a percentage of the customer's usage
and is calculated based on the amount of the cellular phone
billings generated by the base of customers activated by the
Company on a particular cellular carrier's system.
The Company's automotive sound product line includes stereo
cassette radios, compact disc players and changers, speakers and
amplifiers. The automotive security and accessory line consists of
automotive security products, such as alarm systems, and power
accessories, including cruise controls and power door locks.
Certain reclassifications have been made to the data for
periods prior to fiscal 1995 in order to conform to fiscal 1995
presentation. The net sales and percentage of net sales by product
line for the fiscal years ended November 30, 1993, 1994 and 1995
are reflected in the following table:
<TABLE>
Years Ended November 30,
1993 1994 1995
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Cellular product-
wholesale $189,636 49% $237,566 49% $260,704 52%
Cellular product-
retail 12,281 3 18,198 3 15,470 3
Activation
commissions 27,504 7 47,788 10 38,526 8
Residual fees 2,646 1 4,005 1 4,781 1
Total Cellular 232,067 60 307,557 63 319,481 64
Automotive sound
equipment 94,674 24 112,512 23 107,404 21
Automotive security
and accessory
equipment 57,025 15 64,040 13 73,207 15
Other 5,272 1 2,339 1 648 -
Total $389,038 100% $486,448 100% $500,740 100%
</TABLE>
<PAGE>
The following table sets forth for the periods indicated
certain statement of income (loss) data for the Company expressed
as a percentage of net sales:
<TABLE>
Percentage of Net Sales
Year Ended November 30,
1993 1994 1995
Net sales:
<S> <C> <C> <C>
Net product sales 92.3% 89.4% 91.4%
Cellular telephone activation
commissions 7.0 9.8 7.7
Cellular telephone residual fees 0.7 0.8 0.9
Net sales 100.0 100.0 100.0
Cost of sales 80.7 82.5 85.9
Gross profit 19.3 17.5 14.1
Selling expense 6.0 6.7 6.9
General and administrative expense 7.2 6.7 7.2
Warehousing, assembly and repair
expense 2.2 1.9 1.9
Operating income (loss) 3.9 2.2 (1.9)
Interest expense 1.7 1.3 1.9
Income of equity investments 1.3 0.8 0.6
Management fees 0.5 0.3 -
Gain on sale of equity investment - 5.7 1.7
Gain on public offering equity
investment - 2.2 -
Expenses related to issuance of
warrants - - 0.6
Other expenses, net 0.1 0.2 0.2
Income tax (recovery) 0.8 4.2 (0.6)
Net income (loss) 3.2 5.4 (1.8)
</TABLE>
Results of Operations
Fiscal 1995 Compared to Fiscal 1994
Net sales increased by approximately $14.3 million, or 2.9%,
for fiscal 1995 compared to fiscal 1994. This result was primarily
attributable to increases in net sales from cellular telephone
products of approximately $11.9 million, or 3.9%, and automotive
security and accessory equipment of approximately $9.2 million, or
14.3%. These increases were partially offset by a decline in net
sales attributable to automotive sound equipment of approximately
$5.1 million or 4.5%.
The improvement in net sales of cellular telephone products
was primarily attributable to increased unit sales, partially
offset by a decrease in activation commissions. Net sales of
<PAGE>
cellular telephones increased by approximately 382,000 units, or
46.3%, compared to fiscal 1994, primarily resulting from an
increase in sales of hand-held portable cellular telephones,
partially offset by a decline in sales of installed mobile and
transportable cellular telephones. The average unit selling price
declined approximately 23.4% vs. 1994 as production efficiencies
and market competition continues to reduce unit selling prices.
Activation commissions decreased by approximately $9.3
million, or 19.4%, for fiscal 1995 compared to fiscal 1994. This
decrease was primarily attributable to fewer new cellular
subscriber activations and partially due to the net reduction of 61
retail outlets operated by the Company. The number of activation
commissions decreased 15.5% over fiscal 1994. This decrease in
commission revenue was further affected by a 4.7% decrease in
average activation commissions paid to the Company. Residual
revenues on customer usage increased by approximately $776,000, or
19.4%, for fiscal 1995, compared to fiscal 1994, due primarily to
the addition of new subscribers to the Company's cumulative
subscriber base, despite a decrease in current year activations.
A majority of the residual income resides with the remaining 30
operating retail locations.
During fiscal 1994, the Company experienced dramatic growth in
its Quintex type retail operations. This growth reflected the
large increases in cellular telephone sales experienced in the
domestic U.S.
During this period, the Company had favorable contracts with
several of the major cellular carriers. To capitalize on the
growth in the market during 1994, the Company embarked on an
expansion program to increase its retail presence in its designated
cellular markets. During fiscal 1995, beginning with the first
quarter, the market place in which the Quintex retail operations
conducted their business was adversely affected by several trends
These trends include a slow down in the growth of the cellular
market, a desire by the cellular carriers to lower their
acquisition costs with lower payments to its individual agents,
increased competition by mass merchandisers and the cellular
carriers direct sales force, and the overall economic conditions in
the U.S. domestic market. As a result of these trends, the Company
decided to reduce its retail presence by closing or disposing of
all unprofitable Quintex locations throughout the U.S. The result
of this plan was a reduction of outlets from 91 to 30. The cost of
this closing was approximately $4.0 million during fiscal 1995. Of
the $4.0 million charge to income, approximately $1.5 million is
related to inventory write-offs, $1.8 million is associated with
the lease buy-outs, employee severance pay, the write-off of
<PAGE>
leasehold improvements and other fixed assets and $700,000 of
miscellaneous charges including co-op advertising, deactivation
allowances, and anticipated bad debts. The impact of this Quintex
reduction program and the overall erosion of the retail market was
a decrease in revenue of approximately $21.0 million for fiscal
1995.
This decrease was due to a decrease in revenues of cellular
and non-cellular products of approximately $12.5 million and a
decrease in activation commission revenues of approximately $9.3
million, which was partially offset by an increase in residuals of
$776,000. During the earlier part of the 1995 fiscal year, prior
to the retail program, the Company continued to open and close
various retail outlets. During the third quarter of 1995, the
Company felt that the erosion of the retail business in certain
carrier regions would not allow a return to profitability. It was
then decided to close all those locations which had not attained
profitability. This further accelerated the reduction of operating
revenues and income in the fourth quarter of fiscal 1995. The
performance of the retail locations closed during fiscal 1995,
which were a part of the retail reduction program and included in
the total $21.0 million decrease in revenues for the entire retail
group, is as follows:
<TABLE>
1993 1994 1995
<S> <C> <C> <C>
Net sales $14,496 $25,663 $18,077
Operating income (loss) $ 1,944 $ 1,159 $(1,438)
</TABLE>
The Company believes that these closures will reduce revenue,
as well as operating expenses, primarily in occupancy costs,
salaries and commissions, during fiscal 1996. The Company will
continue to review its remaining locations and will close them if
they do not remain profitable.
Net sales of automotive sound equipment decreased by
approximately $5.1 million, or 4.5%, for fiscal 1995, compared to
fiscal 1994. This decrease was attributable primarily to a
decrease in sales of products sold to mass merchandise chains,
coupled with decreases in auto sound sales to private label
customers, new car dealers, products used in the truck and
agricultural vehicle markets and several OEM accounts. Net sales
of automotive security and accessory products increased
approximately $9.2 million, or 14.3%, for fiscal 1995, compared to
fiscal 1994, principally due to increases in sales of vehicle
security products and Protector Hardgoods. This increase was
partially offset by a reduction in net sales by the Company of
recreational vehicle equipment and accessories.
<PAGE>
Gross margins declined to 14.1% in fiscal 1995 from 17.5% for
fiscal 1994 as a result of lower selling prices and the write-down
of the carrying value of inventory of $9.3 million during the third
quarter of 1995. This reflects the overall erosion of gross
margins experienced primarily in the cellular product category
which resulted in the decision to mark down the carrying value of
the Company's cellular inventory. Of the $9.3 million inventory
adjustment, $8.8 million was in the cellular product category and
$500,000 was in the automotive sound product category in wholesale
operations.
Cellular gross margins were 9.8% for fiscal 1995 compared to
14.8% for fiscal 1994. As previously mentioned, the gross margins
reflect an $8.8 million charge for inventory write-downs. In
addition, the decline in cellular margins is a result of the
continuing decline of unit selling prices due to increased
competition and the introduction of lower-priced units. The
portable cellular telephone line accounted for the majority of this
decrease. The average unit selling price declined 23.4% during the
1995 fiscal year. Likewise, gross profits on unit sales declined
26.7% for the same period. The number of new subscriber
activations declined 15.5% to 126,000 for 1995 compared to last
year. Average commissions received by the Company from the
cellular carriers per activation also declined 4.7% to $305 for the
twelve months ended November 30, 1995 versus last year. These
decreases were partially offset by an increase of 19.4% in residual
payments received by the Company compared to the same period last
year. The Company believes that the cellular market will continue
to be a highly-competitive, price-sensitive environment. Increased
price competition related to the Company's product could result in
downward pressure to the Company's gross margins if the Company is
unable to obtain competitively-priced product from its suppliers or
result in additional adjustments to the carrying value of the
Company's inventory.
Automotive sound margins decreased to 17.5% from 18.7% for the
fiscal year ended November 30, 1995 compared to last year. The
decrease in automotive sound margins was primarily in the AV
product line, partially offset by increases in the Heavy Duty
Sound product lines. Automotive accessory margins decreased to
27.9% for 1995 from 29.1% in 1994. These decreases were primarily
in the AA security product line, partially offset by an increase in
margins in Prestige security products and Protector Hardgoods.
Total operating expenses increased by approximately $6.1
million or 8.1% for the twelve months ended November 30, 1995
compared to last year. A major component of this increase was the
third quarter 1995 charge for the downsizing of the Company's
<PAGE>
retail operations. Excluding this charge, operating overhead
increased $3.6 million for fiscal 1995 compared to the same period
last year.
Warehousing, assembly and repair expenses increased
approximately $441,000, or 4.7 %, for 1995 compared to 1994. The
increase for the twelve months was primarily in field warehousing
expenses and travel. Selling expenses increased approximately $2.2
million, or 6.8%, compared to last year. Advertising and other
promotional marketing programs accounted for the majority of the
increase in fiscal 1995. General and administrative expenses
increased $3.4 million, or 10.5%, for 1995 compared to last year.
A provision for costs associated with the down-sizing of the retail
group was the primary component of this increase. This provision
included costs for the buy-out of leases, the write-off of
leasehold improvements, severance pay and other charges necessary
to close and consolidate the retail operations. Other increases
were in professional fees, bad debt and expenses associated with
the Company's overseas buying offices.
<PAGE>
Management fees and related income and equity in income from
joint venture investments decreased by approximately $12.9 million
for 1995, as compared to 1994, principally due to CellStar
Corporation ("CellStar") as detailed in the following table:
<TABLE>
1994 1995
Equity Equity
Management Income Management Income
Fees (Loss) Total Fees (Loss) Total
<S> <C> <C> <C> <C> <C> <C>
CellStar $ - $13,958 $13,958 - $2,151 $2,151
ASMC - 932 932 - 819 819
G.L.M. - - - $ 14 - 14
Pacific 435 242 677 186 21 207
Protector 1,108 - 1,108 - - -
TALK - (819) (819) - (210) (210)
$1,543 $14,313 $15,856 $ 200 $2,781 $2,981
</TABLE>
During 1994, the Company sold shares of CellStar, resulting in
a pre-tax gain on sale of $27.8 million. Also in 1994, the Company
recorded a $10.6 million gain on the carrying value of the
investment in CellStar after their public offering. This event did
not repeat in 1995. In addition, in 1995, the Company sold
1,500,000 shares of CellStar Common Stock. The gain on the sale of
these securities, before income taxes, was approximately $8.4
million. Since the Company's ownership in CellStar is less than
20%, the Company can no longer account for CellStar under the
equity method of accounting. The decrease in Audiovox Pacific is
due to an overall decline in gross profits, as the cellular market
in Australia experienced the same competitive factors which exist
in the United States. As a result, Audiovox Pacific recorded an
inventory write-down of $800,000 during 1995, 50% of which resulted
in the Company recording lower income from equity investments.
Interest expense and bank charges increased by $3.2 million,
or 48.3%, compared to 1994 as a result of an increase in interest
costs from increased borrowing to support higher levels of
inventory purchases and asset financing. Other expenses increased
approximately $3.0 million primarily due to $2.9 million in costs
associated with the issuance of stock warrants for no monetary
consideration to certain holders of the Company's convertible
subordinated debentures. This one-time, non-cash charge to
earnings is offset by a $2.9 million increase in paid in capital.
Therefore, there is no effect on total shareholders' equity.
For fiscal 1995, the Company recorded an income tax recovery
of approximately $2.8 million, compared to a provision of
approximately $20.3 million for fiscal 1994. The effective income
tax recovery rate for 1995 was negatively impacted primarily due to
<PAGE>
the non-deductibility of losses in the Company's Canadian
operations which can no longer be carried-back, the non-
deductibility of costs associated with the issuance of the stock
warrants and undistributed earnings from equity investments.
Fiscal 1994 Compared to Fiscal 1993
Net sales increased by approximately $97.4 million, or 25.0%
for fiscal 1994, compared to fiscal 1993. This result was
primarily attributable to increases in net sales from cellular
telephone products of approximately $75.5 million, or 32.5%,
automotive sound equipment of approximately $17.8 million, or
18.8%, and automotive security and accessory equipment of
approximately $7.0 million, or 12.3%. These increases were
partially offset by a decline in net sales attributable to
facsimile machines of approximately $2.9 million, or 55.6%.
The improvement in net sales of cellular telephone products
was primarily attributable to a combination of increased unit sales
and activation commissions. Net sales of cellular products
increased by approximately 325,450 units, or 65.0%, compared to
fiscal 1993, primarily resulting from an increase in sales of
hand-held portable cellular telephones and transportable cellular
telephones, partially offset by a decline in sales of installed
mobile cellular telephones. The average unit selling price
declined approximately 18.2% vs. 1993 as production efficiencies
and market competition continues to reduce unit selling prices.
The Company believes that the shift from installed mobile cellular
telephones to hand-held and transportable cellular telephones is
reflective of a desire by consumers for increased flexibility in
their use of cellular telephones. Toward that end, the Company
markets an accessory package that permits its Minivox and Minivox
Lite hand-held cellular telephones to be used in an automobile on
a hands-free basis and to draw power from the automobile's
electrical system like an installed mobile cellular telephone.
The number of activation commissions increased 84.2% over
fiscal 1993. Activation commissions increased by approximately
$20.3 million, or 73.8%, for fiscal 1994, compared to fiscal 1993.
This growth was primarily attributable to the increase in new
cellular subscriber activations, partially due to the net addition
of 30 retail outlets operated by the Company, the acquisition of
H&H and one new retail outlet operated by licensees of the Company
during the twelve-month period ended November 30, 1994. This
increase in commission revenue was partially offset by a 5.7%
decrease in average activation commissions paid to the Company.
Residual revenues on customer usage increased by approximately $1.4
<PAGE>
million, or 51.4%, for fiscal 1994, compared to fiscal 1993, due
primarily to the addition of new subscribers to the Company's
subscriber base.
Net sales of automotive sound equipment increased by
approximately $17.8 million, or 18.8%, for fiscal 1994, compared to
fiscal 1993. This increase was attributable primarily to an
increase in sales of high-end sound products, products sold to mass
merchandise chains and new car dealers, and products used in the
truck and agricultural vehicle markets, which was partially offset
by decreases in auto sound sales to private label customers and
several OEM accounts. Net sales of automotive security and
accessory products increased approximately $7.0 million, or 12.3%,
for fiscal 1994, compared to fiscal 1993, principally due to
increases in sales of vehicle security products. This increase was
partially offset by a reduction in net sales by the Company of
cruise controls and recreational vehicle equipment and accessories.
Gross margins decreased to 17.5% in fiscal 1994 from 19.3% for
fiscal 1993. This decrease was primarily due to the shift in the
Company's product mix to a greater percentage of low-cost, high-
volume portable cellular telephones. Additionally, cellular gross
margins were adversely affected by price competition with Motorola
and Nokia which developed during the latter part of the second
quarter of 1994 and intensified during the remainder of the year.
Cellular gross margins were further affected by costs incurred in
connection with the return to the vendor of product that did not
perform satisfactorily. Retail gross margins declined from 37.2%
to 35.5% as a result of reduced average activation commissions
during fiscal 1994. This was partially offset by an increase in
residual payments. Automotive sound equipment margins decreased
across all product lines and automotive security and accessory
product margins showed a moderate increase for fiscal 1994 compared
to fiscal 1993. The Company operates in a highly-competitive
environment and believes that such competition will intensify in
the future. Increased price competition relating to products and
services provided to the Company's retail customers on behalf of
cellular carriers, may result in downward pressure on the Company's
gross margins.
Total operating expenses increased by approximately $14.7
million, or 24.5%, for fiscal 1994, compared to fiscal 1993. Of
the $14.7 million increase in total operating expenses, $10.8
million (73.5%) was from retail operations. This increase was due
to the expansion of the retail division and the acquisition of the
remaining 50% interest in H&H. Total operating expenses as a
percentage of sales remained essentially unchanged at 15.3% for
fiscal 1994 compared to fiscal 1993.
<PAGE>
Selling expenses increased by approximately $9.1 million, or
39.3%, for fiscal 1994 compared to fiscal 1993, primarily due to
increases in marketing support costs (which include expenditures
for sales literature, promotion of products in key market areas,
and divisional marketing expenses), salespersons' compensation and
commissions paid to outside sales representatives primarily due to
increases in commissionable sales. The Company has adopted a stra-
tegy for the wholesale business of increasing marketing support
expenditures in order to accelerate sales growth. The retail
division accounted for $6.2 million (68.1%) of the increase over
fiscal 1994. Selling expense as a percentage of net sales increased
from 6.0% for fiscal 1993 to 6.6% for fiscal 1994.
General and administrative expenses increased by approximately
$4.6 million, or 16.5%, for fiscal 1994 compared to fiscal 1993,
largely as the result of increases in the number of personnel
required for the opening and operation of additional retail
outlets, partially offset by a decrease in the provision for bad
debt expense, which was primarily attributable to increased
collection efforts and an improvement in the credit quality of the
Company's customer base. Employee benefit costs also increased,
reflecting the continuing rise in health benefit costs. Other
increases in general and administrative expenses occurred in
travel, occupancy and insurance expenses. These increases were
partially offset by decreases in professional fees and costs
associated with the Company's overseas buying offices. The retail
division accounted for $4.0 million (87.0%) of the increase over
fiscal 1993.
Warehousing, assembly and repair expenses increased by
approximately $907,000, or 10.7%, for fiscal 1994 compared to
fiscal 1993, largely due to increases in costs attributable to
direct labor, principally due to the retail and cellular divisions.
The retail division accounted for $628,000 (69.2%) of the increase
over fiscal 1993.
<PAGE>
Management fees and related income and equity in income (loss)
of equity investments for 1994 increased by approximately $9.0
million (131%) over fiscal 1993 as outlined in the following table:
<TABLE>
1993 1994
Equity Equity
Management Income Management Income
Fees (Loss) Total Fees (Loss) Total
<S> <C> <C> <C> <C> <C> <C>
CellStar $1,220 $3,927 $5,147 $ - $13,958 $13,958
ASMC - 841 841 - 932 932
H & H 70 (6) 64 - - -
Pacific 613 186 799 435 242 677
Protector - - - 1,108 - 1,108
TALK - - - - (819) (819)
$1,903 $4,948 $6,851 $1,543 $14,313 $15,856
</TABLE>
The increase in CellStar is due to the increase in carrying
value of the Company's remaining investment in CellStar, partially
offset by the suspension of management fees. The increase in ASMC
is due to an increase in sales and profitability by the venture.
The decrease in H&H is due to this entity now being a wholly-owned
subsidiary of the Company and, therefore, being included in the
consolidated reporting of the Company for 1994. The decrease in
Audiovox Pacific is due to an overall decline in gross profits as
the market in Australia became more competitive.
Previously, Protector has been unprofitable and the investment
on the Company's books was written off prior to 1987. The Company
continued to support Protector through various marketing programs,
but was unable to be reimbursed by the Company for these services
through a management fee. Protector had funded its product
chemical treatment product warranty programs through insurance
policies (cash collateralized) for each of the warranty periods.
During 1994, the warranty obligations for certain warranty periods
had been fulfilled and excess funds became available. Protector
approved a partial payment to the Company for its prior support,
which was recorded by the Company in November 1994.
TALK commenced operations in October 1994. From October 1994
through November 1994, all activity recorded by TALK was related to
start-up operations. The Company believes that, as a new
operation, there will be additional start-up costs during 1995.
Other expenses increased by approximately $797,000 for fiscal
1994 compared to fiscal 1993, primarily due to an increase in debt
amortization costs and a reduction in interest income.
<PAGE>
Net interest and bank charges increased by approximately
$31,000, or 0.5%, for fiscal 1994, compared to fiscal 1993. Even
though interest rates have increased, the Company's interest
expense was favorably impacted by the newly issued $65 million,
6 1/4% debenture.
For fiscal 1994, the Company's provision for income tax was
approximately $20.3 million, compared to a provision of
approximately $5.2 million for fiscal 1993. The increase in the
effective tax rate was primarily due to the undistributed earnings
from equity investments. See Note 11 of Notes to Consolidated
Financial Statements.
Liquidity and Capital Resources
The Company's cash position at November 30, 1995 was $1.6
million above the November 30, 1994 level. Operating activities
used approximately $40.2 million, primarily due to increases in
accounts receivable, inventory, the gain on the sale of 1,500,000
shares of CellStar, provision for deferred income taxes and equity
in income (loss) of equity investments. This was partially offset
by increases in income taxes payable, depreciation and amortization
and expenses associated with the issuance of warrants. Investing
activities provided approximately $14.8 million, primarily from the
net proceeds of the partial sale of CellStar. This source of cash
was partially offset by the purchase of property, plant and
equipment. Financing activities provided approximately $27.0
million, primarily from increased borrowings under line of credit
agreements and documentary acceptances.
In December 1993, CellStar, the successor to National Auto
Center, Inc. (National) and Audiomex Export Corp., completed an
initial public offering (the CellStar Offering ) of 7,935,000
shares of CellStar Common Stock. Of the total shares sold, the
Company sold 2,875,000 shares of CellStar Common Stock at the
initial public offering price (net of applicable underwriting
discount) of approximately $10.69 per share and received aggregate
net proceeds of $29.4 million (after giving effect to expenses paid
by the Company in connection with the offering). As a result, the
Company recorded a gain, before provision for income taxes, of
$17.8 million. In addition, the Company recorded a gain, before
provision for income taxes, of $10.6 million on the increase in the
carrying value of its remaining shares of CellStar Common Stock due
to the CellStar Offering in 1994.
Of the proceeds received by CellStar from its initial public
offering, $13.7 million was paid to the Company in satisfaction of
amounts owed to the Company by CellStar under certain promissory
<PAGE>
notes which evidenced National's liability to the Company for the
payment of management fees and in satisfaction of past due trade
receivables from National to the Company. As a result of the
CellStar Offering, the Company will no longer receive management
fees from CellStar.
In connection with the CellStar Offering, the Company granted
to the other 50% investor in CellStar two options to purchase up to
an aggregate of 1,750,000 shares of CellStar Common Stock owned by
the Company, 1,500,000 of which was exercised in full on June 1,
1995 at an exercise price of $11.50 per share. As a result, the
Company recorded a gain, before provision for income taxes, of $8.4
million. This reduced the Company's ownership in CellStar below
20% and, as such, the Company will no longer account for CellStar
under the equity method of accounting. The remaining 2,375,000
CellStar shares owned by the Company will be accounted for as an
investment in marketable equity securities. As discussed in Note
6 to the consolidated financial statements, Financial Accounting
Standards Board (FASB) Statement No. 115 (Statement 115) addresses
the accounting and reporting for investments in equity securities
that have readily determinable fair values and for all investments
in debt securities. Based upon the closing market price of
CellStar on November 30, 1995, the increase to equity as required
by FASB 115 is $31.7 million, net of deferred taxes.
On March 15, 1994, the Company completed the sale of $65
million 6 1/4% Convertible Subordinated Debentures due 2001. The
Debentures are convertible into shares of the Company's Class A
Common Stock, par value $.01 per share at an initial conversion
price of $17.70 per share, subject to adjustment under certain
circumstances.
A portion of the net proceeds of the offering was used to
repay existing indebtedness and a prepayment premium. In
connection with the Company's repayment of indebtedness, the
Company exchanged its existing Series A and Series B Convertible
Subordinated Debentures for Series AA and Series BB Convertible
Debentures. The Series AA and Series BB Convertible Debentures
have the same maturity, interest rate, and conversion provision as
the existing Series A and Series B Convertible Subordinated
Debentures, but are not subordinated to other indebtedness of the
Company. Future payments of principal and interest on the Series
AA and Series BB Debentures are secured by a letter of credit.
On May 5, 1995, the Company entered into an amended and
restated Credit Agreement ("Credit Agreement") with five banks,
including Chemical Bank which acts as agent for the bank group,
which provides that the Company may obtain credit through direct
<PAGE>
borrowings and letters of credit. The obligations of the Company
under the Credit Agreement continue to be guaranteed by certain of
the Company's subsidiaries and are secured by accounts receivable
and inventory of the Company and those subsidiaries. The
obligations are also secured by a pledge agreement entered into by
the Company for 1,075,000 shares of CellStar Common Stock.
Availability of credit under the Credit Agreement is in a maximum
aggregate amount of $95.0 million, is subject to certain conditions
and is based upon a formula taking into account the amount and
quality of its accounts receivable and inventory. The Credit
Agreement contains several covenants requiring, among other things,
a minimum level of net worth and working capital required to be
maintained at November 30, 1995 of $92.5 million and $125.0
million, respectively. As of November 30, 1995, the Company's
financial condition satisfied these requirements, however, did not
satisfy the covenant requiring net income of $2.5 million for the
year ended November 30, 1995. Non-compliance with this covenant
was waived. Subsequent to November 30, 1995, the Company amended
the Credit Agreement, effective December 22, 1995 and February 9,
1996, which provided for, among other things, increased interest
rates, which may be reduced under certain circumstances, and a
change in the criteria for and method of calculating certain
financial covenants in the future.
On May 9, 1995, the Company issued 1,668,875 warrants in a
private placement, with underlying shares which may be purchased
pursuant to an option on the Chief Executive Officer's personal
stock holdings. Each warrant is convertible into one share of
class A common stock at $7 1/8, subject to adjustment under certain
circumstances. The warrants were issued to the beneficial holders,
as of June 3, 1994, of $57.6 million of the Company's 6 1/4%
convertible subordinated Debentures due 2001, in exchange for a
release of any claims such holder may have against the Company, its
agents, directors and employees in connection with their investment
in the Debentures. Each holder received 30 Warrants for each
$1,000 of principal amount of debentures, except for Oppenheimer &
Co., Inc. which received 25 warrants for each $1,000 of principal
amount of debentures. The warrants are not exercisable (a) until
the later of (x) May 9, 1996 and (y) the date a registration
statement with respect to the class A common stock issuable upon
exercise of the warrants has been filed and declared effective by
the Securities and Exchange Commission or (b) after March 15, 2001,
unless sooner terminated under certain circumstances. Subsequent
to November 30, 1995, the Company filed a registration statement
for the warrants and the underlying common stock pursuant to a
registration rights agreement dated as of May 9, 1995, between the
Company and the purchasers of the warrants.
<PAGE>
On May 9, 1995, John J. Shalam, Chief Executive Officer of the
Company, granted the Company an option to purchase 1,668,875 shares
of class A common stock from his personal holdings. The exercise
price of this option is $7 1/8 plus the tax impact, if any, should
the exercise of this option be treated as dividend income rather
than capital gains to Mr. Shalam. The independent directors of the
Company may elect to issue shares from the Company instead of
exercising the option on Mr. Shalam's shares if such directors
determine it is in the best interest of the shareholders and the
Company.
On February 9, 1996, the Company's 10.8% Series AA $76,923,
and 11.0% Series BB $5.4 million, Convertible Debentures matured.
As of February 9, 1996, the holders of only $1.1 million of the
Series BB Convertible Debentures exercised their right to convert
into 206,046 shares of common stock. The remaining balance of
Series AA and Series BB were paid, thereby extinguishing the
remaining conversion features of these two debentures.
The Company believes that it has sufficient liquidity to
satisfy its anticipated working capital and capital expenditure
needs through November 30, 1995 and for the reasonably foreseeable
future.
Impact of Inflation and Currency Fluctuation
Inflation has not had and is not expected to have a
significant impact on the Company's financial position or operating
results. However, as the Company expands its operations into Latin
America and the Pacific Rim, the effects of inflation in those
areas, if any, could have growing significance to the financial
condition and results of the operations of the Company.
Currency Fluctuations
While the prices that the Company pays for the products
purchased from its suppliers are principally denominated in United
States dollars, price negotiations depend in part on the
relationship between the foreign currency of the foreign
manufacturers and the United States dollar. This relationship is
dependent upon, among other things, market, trade and political
factors.
Seasonality
The Company typically experiences some seasonality. The
Company believes such seasonality could be attributable to
increased demand for its products during the Christmas season,
<PAGE>
commencing October, for both wholesale and retail operations.
Recent Accounting Pronouncements
The Financial Accounting Standards Board (FASB) has issued
Statement No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed of" (Statement
121), in March 1995. Under Statement 121, the Company is required
to assess the recoverability and carrying amount of long-lived
assets, certain identifiable intangible assets and goodwill related
to those assets, whenever events or changes in circumstances
indicate impairment. Statement 121 provides the methodology for the
measurement of such impairment to be recognized in the financial
statements. The provisions of Statement 121 are effective for
financial statements for fiscal years beginning after December 15,
1995 and earlier adoption is permitted. The provisions of
Statement 121 must be implemented no later than fiscal year 1997.
The effect of initially applying these provisions shall be reported
in the period in which the recognition criteria are first applied
and met or, in the case of long-lived assets held for disposal, as
the cumulative effect of a change in accounting principle at the
date of adoption. The Company believes that the implementation
will not have a material impact on the Company's consolidated
financial position.
The FASB has issued Statement No. 123, "Accounting for Stock-
Based Compensation" (Statement 123), in October 1995. Under
Statement 123, the Company is required to choose either the new
fair value method or the current intrinsic value method of
accounting for its stock-based compensation arrangements. Using
the fair value method, the Company would measure the compensation
cost recognized in the financial statements based upon the
estimated fair value of the stock-based compensation arrangements
as of the date they are granted. The intrinsic value method, under
APB Opinion No. 25, "Accounting for Stock issued to Employees",
requires the recognition of compensation cost only if such value
does not exceed the market value of the underlying stock on the
measurement date. The Company will continue to account for all
employee stock-based compensation plans under APB Opinion No. 25
and adopt the provisions of Statement 123, as required, for all
stock-based arrangements issued to non-employees. The accounting
requirements of Statement 123 are effective for transactions
entered into in fiscal years beginning after December 15, 1995 and
the disclosure, including pro forma, requirements are effective for
financial statements for fiscal years beginning after December 15,
1995. Even though the Company has opted not to change its method
of accounting, Statement 123 requires pro forma disclosures of net
income and earnings per share computed as if the fair value method
<PAGE>
has been applied. Statement 123 must be implemented no later than
fiscal year 1997. As of November 30, 1995, the Company does not
have any such stock compensation plans which would require the
preparation of the pro forma disclosure provisions of Statement
123.
The FASB has issued Statement No. 114, "Accounting by
Creditors for Impairment of a Loan" (Statement 114), in May 1993.
An amendment of Statement 114 was issued in October 1994 as
Statement No. 118, "Accounting by Creditors for Impairment of a
Loan - Income Recognition and Disclosures" (Statement 118). Under
Statement 114, as amended by Statement 118, the Company is required
to measure impaired loans based upon the present value of expected
future cash flows discounted at the loan's effective interest rate
or, as a practical expedient, at the loan's observable market price
or the fair value of the collateral if the loan is collateral
dependent. Statement 114 amends FASB Statement No. 5, "Accounting
for Contingencies", and FASB Statement No. 15, "Accounting by
Debtors and Creditors for Troubled Debt Restructuring". The
provisions of Statement 114 as amended by Statement 118 must be
implemented no later than fiscal year 1996. Previously issued
annual financial statements shall not be restated upon adoption of
these provisions. The Company believes that the implementation
will not have a material impact on the Company's consolidated
financial position.
Item 8-Consolidated Financial Statements and Supplementary Data
The consolidated financial statements of the Company as of
November 30, 1994 and 1995 and for each of the years in the three-
year period ended November 30, 1995, together with the independent
auditors' report thereon of KPMG Peat Marwick LLP, independent
auditors, are filed under this Item 8.
<PAGE>
Selected unaudited, quarterly financial data of the Registrant
for the years ended November 30, 1995 and 1994 appears below:
<TABLE>
QUARTER ENDED
Feb. 28 May 31 Aug. 31 Nov. 30
1995
<S> <C> <C> <C> <C>
Net sale $131,391 105,811 112,177 151,361
Gross profit 22,586 19,270 7,406 (b) 21,480
Operating expenses 20,723 19,221 22,552 (c) 17,980
Income (loss) before provision for
(recovery of) income taxes 1,083 (4,240) (9,729)(d) 827
Provision for (recovery of) income
taxes 547 (467) (3,344) 461
Net income (loss) 536 (3,773) (6,385) 366
Net income (loss) per share (primary) 0.06 (0.42) (0.71) 0.04
Net income per common share (fully
diluted) 0.06 (0.42) (0.71) 0.04
1994
Net sales $115,337 116,272 109,719 145,120
Gross profit 22,178 21,678 20,219 20,836
Operating expenses 16,923 18,421 17,797 21,284
Income (loss) before provision for
income taxes and extra ordinary
item 42,640 (a) 2,439 2,533 (1,078)
Provision for (recovery of) for
income taxes 18,477 1,002 1,013 (164)
Income (loss) before cumulative effect
of change in accounting principle 24,163 1,437 1,520 (914)
Cumulative effect of change in
accounting principle (178) - - -
Net income (loss) 23,985 1,437 1,520 (914)
Net income (loss) per share (primary):
Income (loss) before cumulative
effect 2.63 0.16 0.17 (0.10)
Cumulative effect (0.02) - - -
Net income (loss) 2.61 0.16 0.17 (0.10)
Net income (loss) per common share
(fully diluted):
Income (loss) before cumulative
effect 2.38 0.15 0.16 (0.10)
Cumulative effect (0.02) - - -
Net income (loss) 2.36 0.15 0.16 (0.10)
</TABLE>
NOTE: The Company does not compute fully diluted earnings per
share when the addition of potentially dilutive
securities would result in anti-dilution.
(a) Includes a gain on the sale of an equity investment of $27.8
million and a gain on public offering of an equity investment
of $10.6 million.
(b) Includes a $9.3 million inventory write-down to market.
(c) Includes a $2.5 million expense due to the down-sizing of the
retail operations.
(d) Includes a $2.9 million charge associated with the issuance of
warrants and a $8.4 million gain on the sale of an equity
investment.
<PAGE>
Independent Auditors' Report
The Board of Directors and Stockholders
Audiovox Corporation:
We have audited the accompanying consolidated balance sheets of
Audiovox Corporation and subsidiaries as of November 30, 1994 and
1995, and the related consolidated statements of income (loss),
stockholders' equity and cash flows for each of the years in the
three-year period ended November 30, 1995. These consolidated
financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial
position of Audiovox Corporation and subsidiaries as of November
30, 1994 and 1995, and the results of their operations and their
cash flows for each of the years in the three-year period ended
November 30, 1995, in conformity with generally accepted accounting
principles.
As discussed in Note 1(g) to the consolidated financial statements,
the Company adopted the provisions of the Financial Accounting
Standards Board's (FASB) Statement of Financial Accounting
Standards (SFAS) No. 115, "Accounting for Certain Investments in
Debt and Equity Securities", in 1995. As also discussed in Note
1(p), the Company adopted the provisions of the FASB's SFAS No.
109, "Accounting for Income Taxes", in 1994.
s/KPMG Peat Marwick LLP
KPMG PEAT MARWICK LLP
Jericho, New York
February 12, 1996
<PAGE>
AUDIOVOX CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
November 30, 1994 and 1995
(In thousands, except share data)
<TABLE>
1994 1995
Assets
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 5,495 $ 7,076
Accounts receivable, net 94,242 96,930
Inventory, net 83,430 100,422
Receivable from vendor - 5,097
Prepaid expenses and other current assets 6,065 5,443
Deferred income taxes 2,247 5,287
Restricted cash - 5,959
Total current assets 191,479 226,214
Restricted cash 6,559 -
Investment securities - 62,344
Equity investments 25,902 8,527
Property, plant and equipment, net 6,180 6,055
Debt issuance costs, net 4,840 4,235
Excess cost over fair value of assets
acquired and other intangible assets, net 1,032 943
Other assets 3,106 2,737
$ 239,098 $ 311,055
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 21,088 $ 17,844
Accrued expenses and other current liabilities 13,063 16,800
Income taxes payable 834 2,455
Bank obligations 1,084 761
Documentary acceptances - 7,120
Current installments of long-term debt 159 5,688
Total current liabilities 36,228 50,668
Bank obligations 29,100 49,000
Deferred income taxes 5,945 23,268
Long-term debt, less current installments 75,653 70,534
Total liabilities 146,926 193,470
Minority interest 138 363
Stockholders' equity:
Preferred stock 2,500 2,500
Common Stock:
Class A; 30,000,000 authorized; 6,777,788
issued 68 68
Class B; 10,000,000 authorized; 2,260,954
issued 22 22
Paid-in capital 39,715 42,876
Retained earnings 50,254 40,998
Cumulative foreign currency translation
and adjustment (525) (963)
Unrealized gain on marketable securities, net - 31,721
Total stockholders' equity 92,034 117,222
Commitments and contingencies
Total liabilities and stockholders' equity $ 239,098 $ 311,055
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
AUDIOVOX CORPORATION AND SUBSIDIARIES
Consolidated Statements of Income (Loss)
Years Ended November 30, 1993, 1994 and 1995
(In thousands, except per share data)
<TABLE>
1993 1994 1995
<S> <C> <C> <C>
Net sales $389,038 $486,448 $500,740
Cost of sales (including an inventory
write-down to market in 1995 of $9,300) 314,118 401,537 429,998
Gross profit 74,920 84,911 70,742
Operating expenses:
Selling 23,191 32,299 34,489
General and administrative 28,096 32,740 36,160
Warehousing, assembly and repair 8,479 9,386 9,827
59,766 74,425 80,476
Operating income (loss) 15,154 10,486 (9,734)
Other income (expenses):
Interest and bank charges (6,504) (6,535) (9,694)
Equity in income of equity investments 4,948 3,748 2,781
Management fees and related income 1,903 1,543 200
Gain on sale of equity investment - 27,783 8,435
Gain on public offering of equity
investment - 10,565 -
Expense related to issuance of warrants - - (2,921)
Other, net (259) (1,056) (1,126)
88 36,048 (2,325)
Income (loss) before provision for
(recovery of) income taxes, extra-
ordinary item and cumulative effect
of a change in an accounting principle 15,242 46,534 (12,059)
Provision for (recovery of) income taxes 5,191 20,328 (2,803)
Income (loss) before extraordinary item
and cumulative effect of a change in
accounting for income taxes 10,051 26,206 (9,256)
Extraordinary item - tax benefits from
utilization of net operating loss
carryforwards 2,173 - -
Cumulative effect of change in accounting
for income taxes - (178) -
Net income (loss) $ 12,224 $ 26,028 $ (9,256)
Net income (loss)per common share
(primary):
Income (loss) before extraordinary
item $ 1.11 $ 2.88 $ (1.02)
Extraordinary item $ 0.24 - -
Cumulative effect of change in
accounting for income taxes - $ (.02) -
Net income (loss) $ 1.35 $ 2.86 $ (1.02)
Net income (loss) per common share
(fully diluted):
Income before extraordinary item $ 1.03 $ 2.21 $ (1.02)
Extraordinary item $ 0.22 - -
Cumulative effect of change in
accounting for income taxes - $ (.01) -
Net income (loss) $ 1.25 $ 2.20 $ (1.02)
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
AUDIOVOX CORPORATION AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity
Years Ended November 30, 1993, 1994 and 1995
(In thousands)
<TABLE>
Cumulative
foreign Unrealized
currency Gain (Loss) Total
Preferred Common Paid-In Unearned Retained translation on Marketable Stockholders'
stock stock capital compensation earnings adjustment Securities equity
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balances at
November 30,
1992 2,500 90 38,854 - 12,002 11 - 53,457
Net income - - - - 12,224 - - 12,224
Equity adjustment
from foreign
currency
translation - - - - - (205) - (205)
Issuance of warrants - - 100 - - - - 100
Stock issuance
upon exercise
of options - - 217 - - - - 217
Balances at
November 30,
1993 2,500 90 39,171 - 24,226 (194) - 65,793
Net income - - - - 26,028 - - 26,028
Equity adjustment
from foreign
currency
translation - - - - - (331) - (331)
Unearned compensation
relating to grant
of options and non-
performance
restricted stock - - 864 (864) - - - -
Compensation
expense - - 27 241 - - - 268
Stock issuance
upon exercise
of options - - 207 - - - - 207
Issuance of warrants - - 69 - - - - 69
Balances at
November 30,
1994 2,500 90 40,338 (623) 50,254 (525) - 92,034
Net loss - - - - (9,256) - - (9,256)
Equity adjustment
from foreign
currency
translation - - - - - (438) - (438)
Unearned compensation
relating to grant
of options and non-
performance
restricted stock - - 62 (62) - - - -
Compensation
expense - - 46 194 - - - 240
Options and non-perform-
ance restricted stock
forfeitures due to
employee terminations - - (81) 81 - - - -
Issuance of warrants - - 2,921 - - - - 2,921
Implementation of
change in accounting
for debt and equity
securities, net of
tax effect of
$24,517 - - - - - - 40,004 40,004
Unrealized loss on
marketable
securities, net of
tax effect of
$(5,076) - - - - - - (8,283) (8,283)
Balances at
November 30,
1995 $2,500 $90 $43,286 $(410) $40,998 $(963) $31,721 $117,222
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
AUDIOVOX CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Years Ended November 30, 1993, 1994 and 1995
(In thousands)
<TABLE>
<S> <C> <C> <C>
1993 1994 1995
Cash flows from operating activities:
Net income (loss) $ 12,224 $ 26,028 $ (9,256)
Adjustments to reconcile net income (loss)
to net cash used in operating activities:
Depreciation and amortization 3,863 4,299 4,100
Provision for bad debt expense 230 (21) 1,816
Equity in income of equity investments (4,948) (3,748) (2,781)
Minority interest (22) 96 225
Gain on sale of equity investment - (27,783) (8,435)
Gain on public offering of equity investment - (10,565) -
Provision for (recovery of) deferred income taxes, net of
extraordinary item (2,311) 6,140 (5,158)
Provision for unearned compensation - 268 240
Expense relating to issuance of warrants - - 2,921
Loss on disposal of property, plant and equipment, net - - 246
Cumulative effect of change in accounting for income taxes - 178 -
Changes in:
Accounts receivable (6,266) (20,337) (4,468)
Note receivable from equity investment - - (5,097)
Inventory (13,849) (18,701) (16,950)
Income taxes receivable 451 229 -
Accounts payable, accrued expenses and other current
liabilities 8,076 3,675 488
Income taxes payable 1,632 (1,395) 1,623
Prepaid expenses and other, net (193) (4,171) 250
Net cash used in operating activities (1,113) (45,808) (40,236)
Cash flows from investing activities:
Purchase of equity investments - (6,016) -
Purchases of property, plant and equipment, net (1,346) (2,611) (2,722)
Notes receivable from equity investment - 7,973 -
Net proceeds from sale of equity investment - 29,433 17,250
Purchase of business - (148) -
Proceeds from distribution from equity investment - - 267
Net cash (used in) provided by investing activities (1,346) 28,631 14,795
Cash flows from financing activities:
Net borrowings (repayments) under line of credit agreements 4,616 (8,613)19,577
Net borrowings (repayments) under documentary acceptances 2,832 (10,833)7,120
Principal payments on long-term debt (6,127) (17,411) (11)
Debt issuance costs (177) (5,315) (714)
Proceeds from exercise of stock options 176 170 -
Principal payments on capital lease obligation (165) (175) (233)
Proceeds from issuance of long-term debt - 65,000 675
Proceeds from issuance of notes payable - 10,045 -
Payment of note payable - (5,000) -
Restricted cash - (6,559) -
Proceeds from release of restricted cash - - 600
Net cash provided by financing activities 1,155 21,309 27,014
Effect of exchange rate changes on cash (10) (9) 8
Net increase (decrease) in cash and cash equivalents (1,314) 4,123 1,581
Cash and cash equivalents at beginning of period 2,686 1,372 5,495
Cash and cash equivalents at end of period $ 1,372 $ 5,495 $ 7,076
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
AUDIOVOX CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
November 30, 1993, 1994 and 1995
(Dollars in thousands, except share and per share data)
(1) Summary of Significant Accounting Policies
(a) Description of Business
Audiovox Corporation and its subsidiaries (the Company)
designs and markets cellular telephones and accessories,
automotive aftermarket sound and security equipment,
other automotive aftermarket accessories and certain
other products, principally in the United States, Canada
and overseas. In addition to generating product revenue
from the sale of cellular telephone products, the
Company's retail outlets, as agents for cellular
carriers, are paid activation commissions and residual
fees from such carriers.
The Company's automotive sound, security and accessory
products include stereo cassette radios, compact disc
players and changers, amplifiers and speakers; key based
remote control security systems; cruise controls and door
and trunk locks. These products are marketed through
mass merchandise chain stores, specialty automotive
accessory installers, distributors and automobile
dealers.
(b) Principles of Consolidation
The consolidated financial statements include the
financial statements of Audiovox Corporation and its
wholly-owned and majority owned subsidiaries. All
significant intercompany balances and transactions have
been eliminated in consolidation.
(c) Cash Equivalents
Cash equivalents of $448 and $1,337 at November 30, 1994
and 1995 consisted of short-term investments, with terms
of less than three months. For purposes of the
statements of cash flows, the Company considers
investments with original maturities of three months or
<PAGE>
less to be cash equivalents.
(d) Cash Discount and Co-operative Advertising Allowances
The Company accrues for estimated cash discounts and
trade and promotional co-operative advertising allowances
at the time of sale. These discounts and allowances are
reflected in the accompanying consolidated financial
statements as a reduction of accounts receivable as they
are utilized by customers to reduce their trade
indebtedness to the Company.
(e) Inventory
Inventory consists principally of finished goods and is
stated at the lower of cost (primarily on a weighted
moving average basis) or market. During the third
quarter of 1995, the Company recorded a charge of
approximately $9,300 to accurately reflect the Company's
inventory at the lower of cost or market.
(f) Restricted Cash
Restricted cash represents collateral for an irrevocable
standby letter of credit in favor of the Series AA and
Series BB Convertible Debentures (Note 10). Currently,
the cash is invested in short-term investments.
(g) Investment Securities
The Company adopted the provisions of the FASB's SFAS No.
115, "Accounting for Certain Investments in Debt and
Equity Securities" (Statement 115) at December 1, 1994.
Under Statement 115, the Company classifies its debt and
equity securities in one of three categories: trading,
available-for-sale, or held-to-maturity. Trading
securities are bought and held principally for the
purpose of selling them in the near term. Held-to-
maturity securities are those securities in which the
Company has the ability and intent to hold the security
until maturity. All other securities not included in
trading or held-to-maturity are classified as available-for-sale.
<PAGE>
Trading and available-for-sale securities are recorded at
fair value. Held-to-maturity securities are recorded at
amortized cost, adjusted for the amortization or
accretion of premiums or discounts. Unrealized holding
gains and losses on trading securities are included in
earnings. Unrealized holding gains and losses, net of
the related tax effect, on available-for-sale securities
are excluded from earnings and are reported as a separate
component of stockholders' equity until realized.
Realized gains and losses from the sale of available-for-sale
securities are determined on a specific identification basis.
A decline in the market value of any available-for-sale
or held-to-maturity security below cost that is deemed
other than temporary results in a reduction in carrying
amount to fair value. The impairment is charged to
earnings and a new cost basis for the security is
established. Premiums and discounts are amortized or
accreted over the life of the related held-to-maturity
security as an adjustment to yield using the effective
interest method. Dividend and interest income recognized
when earned.
(h) Debt Issuance Costs
Costs incurred in connection with the issuance of the
Convertible Subordinated Debentures and restructuring of
the Series A and Series B Convertible Subordinated Notes
(Note 10) and the restructuring of bank obligations (Note
9(a)) have been capitalized. These charges are amortized
over the lives of the respective agreements.
Amortization expense of these costs amounted to $856,
$1,225 and $1,319 for the years ended November 30, 1993,
1994 and 1995, respectively.
(i) Property, Plant and Equipment
Property, plant and equipment are stated at cost.
Equipment under capital lease is stated at the present
<PAGE>
value of minimum lease payments. Depreciation is
calculated on the straight-line method over the estimated
useful lives of the assets as follows:
Buildings 20 years
Furniture, fixtures and displays 5-10 years
Machinery and equipment 5-10 years
Computer hardware and software 5 years
Automobiles 3 years
Leasehold improvements are amortized over the shorter of
the lease term or estimated useful life of the asset.
Assets acquired under capital lease are amortized over
the term of the lease.
The Company will adopt the provisions of SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to be Disposed of", on December 1,
1996.
(j) Intangible Assets
Intangible assets consist of patents, trademarks,
non-competition agreements and the excess cost over fair
value of assets acquired for certain subsidiary companies
and equity investments. Excess cost over fair value of
assets acquired is being amortized over periods not
exceeding twenty years. The costs of other intangible
assets are amortized on a straight-line basis over their
respective lives.
Accumulated amortization approximated $1,283 and $1,280
at November 30, 1994 and 1995, respectively.
Amortization of the excess cost over fair value of assets
acquired and other intangible assets amounted to $164,
$271 and $127 for the years ended November 30, 1993, 1994
and 1995, respectively.
On an ongoing basis, the Company reviews the valuation
and amortization of its intangible assets. As a part of
its ongoing review, the Company estimates the fair value
of intangible assets, taking into consideration any
<PAGE>
events and circumstances which may diminish fair value.
The Company will adopt the provisions of SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to be Disposed of", on December 1,
1996.
(k) Equity Investments
The Company has common stock investments in five
companies which are accounted for by the equity method
(Note 8).
(l) Cellular Telephone Commissions
Under various agreements, the Company typically receives
an initial activation commission for obtaining
subscribers for cellular telephone services.
Additionally, the agreements typically contain provisions
for commissions based upon usage and length of continued
subscription. The agreements also typically provide for
the reduction or elimination of initial activation
commissions if subscribers deactivate service within
stipulated periods. The Company has provided a liability
for estimated cellular deactivations which is reflected
in the accompanying consolidated financial statements as
a reduction of accounts receivable.
The Company recognizes sales revenue for the initial
activation, length of service commissions and residual
commissions based upon usage on the accrual basis. Such
commissions approximated $30,150, $51,793 and $43,307 for
the years ended November 30, 1993, 1994 and 1995,
respectively. Related commissions paid to outside
selling representatives for cellular activations are
reflected as cost of sales in the accompanying
consolidated statements of income (loss) and amounted to
$10,969, $17,848 and $15,374 for the years ended November
30, 1993, 1994 and 1995, respectively.
<PAGE>
(m) Advertising
The Company expenses the production costs of advertising
as incurred and expenses the costs of communicating
advertising when the service is received. During the
years ended November 30, 1993, 1994 and 1995, the Company
had no direct response advertising.
(n) Warranty Expenses
Warranty expenses are accrued at the time of sale based
on the Company's estimated cost to repair expected
returns for products. At November 30, 1994 and 1995, the
reserve for future warranty expense amounted to $1,665
and $2,030, respectively.
(o) Foreign Currency
Assets and liabilities of those subsidiaries and equity
investments located outside the United States whose cash
flows are primarily in local currencies have been
translated at rates of exchange at the end of the period.
Revenues and expenses have been translated at the
weighted average rates of exchange in effect during the
period. Gains and losses resulting from translation are
accumulated in the cumulative foreign currency
translation account in stockholders' equity. Exchange
gains and losses on hedges of foreign net investments and
on intercompany balances of a long-term investment nature
are also recorded in the cumulative foreign currency
translation adjustment account. Other foreign currency
transaction gains and losses are included in net income,
none of which were material for the years ended November
30, 1993, 1994 and 1995.
During 1994, the Company entered into foreign exchange
contracts denominated in the currency of its major
suppliers. These contracts were purchased to hedge
identifiable foreign currency commitments, principally
purchases of inventory that are not denominated in U.S.
dollars. Accordingly, any gain or loss associated with
the contracts was included as a component of inventory
<PAGE>
cost. Cash flows resulting from these contracts are
included in the net change in inventory for purposes of
the statements of cash flows. There were no open foreign
exchange contracts at November 30, 1994 and 1995.
(p) Income Taxes
Effective December 1, 1993, the Company adopted the
provisions of SFAS No. 109, "Accounting for Income
Taxes", (Statement 109) and has reported the cumulative
effect of that change in the method of accounting for
income taxes in the 1994 consolidated statement of income
(loss). Under the asset and liability method of
Statement 109, deferred tax assets and liabilities are
recognized for the future tax consequences attributable
to differences between the financial statement carrying
amounts of existing assets and liabilities and their
respective tax bases and operating loss and tax credit
carryforwards. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary
differences are expected to be recovered or settled.
Under Statement 109, the effect on deferred tax assets
and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date.
Pursuant to the deferred method under APB Opinion 11,
which was applied in 1993 and prior years, deferred
income taxes are recognized for income and expense items
that are reported in different years for financial
reporting purposes and income tax purposes using the tax
rate applicable for the year of the calculation. Under
the deferred method, deferred taxes are not adjusted for
subsequent changes in tax rates.
(q) Net Income (Loss) Per Common Share
Primary earnings per share are computed based on the
weighted average number of common shares outstanding and
common stock equivalents. For the years ended November
30, 1993 and 1994, stock options, stock grants and stock
warrants (Note 13) are common stock equivalents. The
<PAGE>
computation of fully diluted earnings per share for the
years ended November 30, 1993 and 1994 assumes conversion
of all outstanding debentures (Note 10) and exercise of
common stock equivalents, stock options, performance
accelerated grants and warrants. For purposes of this
computation, net income was adjusted for the after-tax
interest expense applicable to the convertible
debentures. The Company does not compute fully diluted
earnings per share when the addition of potentially
dilutive securities would result in anti-dilution.
The following weighted average shares were used for the
computation of primary and fully diluted earnings per
share:
<TABLE>
For the Years Ended November 30,
1993 1994 1995
<S> <C> <C> <C>
Primary 9,046,698 9,105,952 9,038,742
Fully diluted 10,077,685 12,769,221 9,038,742
</TABLE>
(r) Supplementary Financial Statement Information
Advertising expenses approximated $8,740, $11,610 and
$13,538 for the years ended November 30, 1993, 1994 and
1995, respectively.
Interest income of approximately $837, $540 and $1,047
for the years ended November 30, 1993, 1994 and 1995,
respectively, is included in other in the accompanying
consolidated statements of income (loss).
Included in accrued expenses and other current
liabilities is $3,696 and $4,601 of accrued wages and
commissions at November 30, 1994 and 1995, respectively.
(s) Reclassifications
Certain reclassifications have been made to the 1993 and
1994 consolidated financial statements in order to
conform to the 1995 presentation.
<PAGE>
(2) Business Acquisitions/Dispositions
On December 1, 1993, the Company acquired all of the assets
and liabilities of H & H Eastern Distributors, Inc. (H&H) for
$148 in cash and a warrant to purchase 50,000 shares of the
Company's Class A Common Stock valued at approximately $69.
The Company acquired assets of approximately $1,854,
liabilities of approximately $1,922 and excess cost over fair
value of net assets acquired of $285 which is being amortized
on a straight-line basis over 20 years. Proforma financial
information has not been reflected for this acquisition as the
impact on the results of operations of the Company would not
have been material.
In December, 1993, the Company formed Audiovox Singapore Pte.
Ltd., a wholly-owned subsidiary of Audiovox Asia, Inc.
(Audiovox Asia), which, in turn, is a wholly-owned subsidiary
of the Company, as well as Audiovox Communications (Malaysia)
Sdn. Bnd.(Audiovox Malaysia), which is an 80% owned subsidiary
of Audiovox Asia. In July 1994, the Company formed Audiovox
(Thailand) Co., Ltd., a 100% owned subsidiary of Audiovox
Asia. The Company formed these subsidiaries to assist in its
planned expansion of its international customer base.
(3) Supplemental Cash Flow Information
The following is supplemental information relating to the
consolidated statements of cash flows:
<TABLE>
For the Years Ended November 30,
1993 1994 1995
<S> <C> <C> <C>
Cash paid during the years
for:
Interest $5,985 $ 5,291 $9,224
Income taxes $3,667 $15,409 $ 818
</TABLE>
During 1993 and 1995, the Company entered into lease
agreements to acquire new computer equipment. As a result,
capital lease obligations of $646 and $86, respectively were
incurred (Note 14).
<PAGE>
Stock warrants were issued pursuant to a consulting agreement
entered into during 1993 (Note 13).
During 1993 and 1994, a reduction of $40 and $37 to income
taxes payable was made due to the exercise of stock options.
During 1994, the Company acquired the assets and liabilities
of H&H in exchange for cash and warrants to purchase the
Company's common stock (Note 2).
During 1995, the Company contributed $36 of property, plant
and equipment in exchange for a 50% ownership interest in a
newly-formed joint venture (Note 8).
As of November 30, 1995, the Company recorded an unrealized
holding gain relating to available-for-sale marketable equity
securities, net of deferred income taxes, of $31.7 million as
a separate component of stockholders' equity (Note 6).
(4) Transactions With Major Suppliers
The Company engages in transactions with Shintom Co., Ltd.
(Shintom), a stockholder who owns approximately 3.5% at
November 30, 1994 and 1995 of the outstanding Class A Common
Stock and all of the outstanding Preferred Stock of the
Company. During 1994, the Company formed TALK Corporation
(TALK), a 33%-owned joint venture in Japan (Note 8), with
Shintom and other companies.
Transactions with Shintom and TALK include financing
arrangements and inventory purchases which approximated 4%, 7%
and 20% for the years ended November 30, 1993, 1994 and 1995,
respectively, of total inventory purchases. At November 30,
1994 and 1995, the Company had recorded $43 and $25,
respectively, of liabilities due to Shintom and TALK for
inventory purchases included in accounts payable. The Company
also has documentary acceptance obligations outstanding from
TALK as of November 30, 1995 (Note 9(b)).
The Company currently buys a majority of its products from one
supplier. Inventory purchases from this supplier approximated
47%, 45% and 44% of total inventory purchases for the years
<PAGE>
ended November 30, 1993, 1994 and 1995, respectively.
(5) Accounts Receivable
Accounts receivable is comprised of the following:
<TABLE>
November 30,
1994 1995
<S> <C> <C>
Trade accounts receivable $ 90,225 $100,556
Receivables from equity investments
(Note 8) 9,799 4,196
100,024 104,752
Less:
Allowance for doubtful accounts 1,623 2,707
Allowance for cellular deactivations 1,234 1,725
Allowance for co-operative
advertising and cash discounts 2,925 3,390
$ 94,242 $ 96,930
</TABLE>
The provision for (recovery of) bad debt expense amounted to
$230, ($21) and $1,816 for the years ended November 30, 1993,
1994 and 1995, respectively. See Note 15(b) for
concentrations of credit risk.
(6) Investment Securities
The Company's investment securities consist primarily of
2,375,000 shares of CellStar Corporation (CellStar) Common
Stock, which were classified as available-for-sale marketable
equity securities at November 30, 1995. The aggregate fair
value of available-for-sale marketable equity securities was
$62.3 million at November 30, 1995, which is comprised of a
cost basis of $11.2 million and a gross unrealized holding
gain of $51.1 million recorded as a separate component of
stockholders' equity. A related deferred tax liability of
$19.4 million was recorded at November 30, 1995 as a reduction
to the unrealized holding gain included as a separate
component of stockholders' equity.
During 1994, the Company granted the majority owner of
CellStar (the Investor) an option (the Option) to purchase
<PAGE.
250,000 shares of CellStar Common Stock which is exercisable
through December 3, 1996, in whole and not in part, at an
exercise price of $13.80 per share. As of November 30, 1995,
the Investor has the right to vote up to 1,300,000 shares of
CellStar Common Stock owned by the Company pursuant to a
voting rights agreement entered into during 1994. The number
of shares of CellStar Common Stock the Investor is entitled to
vote is subject to reduction to the extent the Investor sells
his shares of CellStar Common Stock (with certain exceptions)
or exercises the Option. Subsequent to November 30, 1995, the
voting rights granted to the Investor by the Company expired.
During the term of the Option and the voting rights agreement,
the Company cannot transfer its shares of CellStar Common
Stock which are held subject to those agreements.
On November 29, 1995, the Company entered into a pledge
agreement with its financial institutions, which provided that
1,075,000 shares of CellStar Common Stock be secured as
collateral for the bank obligations incurred by the Company
(Note 9).
(7) Property, Plant and Equipment
A summary of property, plant and equipment, net, is as
follows:
<TABLE>
November 30,
1994 1995
<S> <C> <C>
Land $ 53 $ 363
Buildings 446 1,491
Furniture, fixtures and displays 3,467 3,581
Machinery and equipment 2,458 2,783
Computer hardware and software 10,981 11,422
Automobiles 649 723
Leasehold improvements 4,003 3,671
22,057 24,034
Less accumulated depreciation
and amortization 15,877 17,979
$ 6,180 $ 6,055
</TABLE>
<PAGE>
At November 30, 1994 and 1995, included in computer hardware
and software, is $846 and $937, respectively, pertaining to
capital leases. Amortization of such equipment is included in
depreciation and amortization of plant and equipment, and
accumulated amortization was $463 and $729 at November 30,
1994 and 1995, respectively.
Computer software includes approximately $1,305 and $383 of
unamortized costs as of November 30, 1994 and 1995,
respectively, related to the acquisition and installation of
management information systems for internal use which are
being amortized over a five-year period.
Depreciation and amortization of plant and equipment amounted
to $2,843, $2,803 and $2,654 for the years ended November 30,
1993, 1994 and 1995, respectively, which includes amortization
of computer software costs of $1,439, $1,259 and $922 for the
years ended November 30, 1993, 1994 and 1995, respectively.
(8) Equity Investments
As of November 30, 1995, the Company had a 33.33% ownership
interest in TALK. Additionally, the Company had 50% non-controlling
ownership in four other entities: Protector
Corporation (Protector) which acts as a distributor of
chemical protection treatments; Audiovox Specialty Markets
Co., L.P. (ASMC) which acts as a distributor to specialized
markets for RV's and van conversions, of televisions and other
automotive sound, security and accessory products; Audiovox
Pacific Pty., Limited (Audiovox Pacific) which distributes
cellular telephones and automotive sound and security products
in Australia and New Zealand; and G.L.M. Wireless
Communications, Inc. (G.L.M.) which is in the cellular
telephone, pager and communications business in the New York
metropolitan area.
The Company has an agreement for product marketing with
Protector. Under the terms of this agreement, the Company was
to receive monthly payments as well as a fee based on a
percentage of the sales of certain products. In 1993, 1994
and 1995, the Company waived its right to receive its monthly
payments pursuant to the agreement and fees based on the
<PAGE>
percentage of the sales of certain products. However, in
1994, the Company recorded management fees of $1,108 for the
Company's support to Protector through various marketing
programs.
In December 1993, CellStar, the successor to National Auto
Center, Inc. (National) and Audiomex Export Corp. (both 50 %
owned equity investments of the Company in 1993), completed an
initial public offering (the CellStar Offering) of 7,935,000
shares of CellStar Common Stock. Of the total shares sold,
the Company sold 2,875,000 shares of CellStar Common Stock at
the initial public offering price (net of applicable
underwriting discount) of $10.695 per share and received
aggregate net proceeds of $29,433 (after giving effect to
expenses paid by the Company in connection with the offering).
As a result, the Company recorded a gain, before provision for
income taxes, of $27,783. In addition, the Company recorded
a gain, before provision for income taxes, of $10,565 on the
increase in the carrying value of its remaining shares of
CellStar Common Stock due to the CellStar Offering in 1994.
Of the proceeds received by CellStar from its initial public
offering, $13,656 was paid to the Company in satisfaction of
amounts owed to the Company by CellStar (as successor to
National) under certain promissory notes which evidenced
National's liability to the Company for the payment of
management fees and in satisfaction of past due trade
receivables from National to the Company. As a result of the
CellStar Offering, the Company will no longer receive
management fees from CellStar.
In connection with the CellStar Offering, the Company granted
the Investor an option to purchase up to an aggregate of
1,500,000 shares of CellStar Common Stock owned by the
Company, which was exercised in full on June 1, 1995, at an
exercise price of $11.50 per share. As a result, the Company
recorded a gain, before provision for income taxes, of $8.4
million. This reduced the Company's ownership in CellStar
below 20% and, as such, the Company will no longer account for
CellStar under the equity method of accounting. The remaining
2,375,000 CellStar shares owned by the Company will be
accounted for as an investment in marketable equity securities
<PAGE>
(Note 6).
The following table presents financial information relating to
CellStar for the years ended November 30, 1993, 1994 and 1995:
<TABLE>
1993 1994 1995
(In Thousands)
<S> <C> <C> <C>
Current assets $ 81,983 $170,285 $271,156
Non-current assets 7,911 16,069 43,765
Current liabilities 74,931 106,617 196,746
Non-current liabilities 7,214 3,095 6,880
Net sales 275,376 518,422 811,915
Gross profit 45,580 69,642 109,841
Net income 7,853 16,248 22,896
</TABLE>
On August 29, 1994, the Company and Shintom each invested six
hundred million Japanese Yen (approximately $6.0 million) into
a newly-formed company, TALK. In exchange for their
investments, the Company and Shintom each received a 33%
ownership in TALK, the remaining 33% owned by others.
TALK, which holds world-wide distribution rights for product
manufactured by Shintom, has given the Company exclusive
distribution rights on all wireless personal communication
products for all countries except Japan, China, Thailand and
several mid-eastern countries. The Company granted Shintom a
license agreement permitting the use of the Audiovox trademark
to be used with TALK video cassette recorders sold in Japan
from August 29, 1994 to August 28, 1997, in exchange for
royalty fees. For the years ended November 30, 1994 and 1995,
no such royalty fees were earned by the Company. The Company's
investment in TALK and its share of the underlying assets of
TALK differ by $2,428 at November 30, 1995. This difference
is due to the discontinuance of the Company's recording of its
share of losses beyond $1,000, as a result of the repayment
terms established when financing the initial investment in
TALK (Note 10).
On July 31, 1995, the Company purchased a 50% equity
investment in a newly-formed company, G.L.M., for
<PAGE>
approximately $36 in contributed assets in addition to a $100
loan payable at 1% above prime which was 8.75% at November 30,
1995, due in fiscal 1996.
The Company received the following management fees and related
income from its equity investments:
<TABLE>
November 30,
1993 1994 1995
<S> <C> <C> <C>
CellStar $1,220 - -
Pacific 613 $ 435 $ 186
H & H 70 - -
Protector - 1,108 -
G.L.M. - - 14
$1,903 $1,543 $ 200
</TABLE>
The Company's net sales to the equity investments amounted to
$21,368, $32,630 and $17,864 for the years ended November 30,
1993, 1994 and 1995, respectively. The Company's purchases
from the equity investments amounted to $2,585, $5,715 and
$83,858 for the years ended November 30, 1993, 1994 and 1995,
respectively. The Company recorded $668 of outside
representative commission expenses for activations and
residuals generated by G.L.M. on the Company's behalf during
fiscal year 1995 (Note 1(l)).
Included in accounts receivable at November 30, 1994 and
November 30, 1995 are trade receivables due from its equity
investments aggregating $8,691 and $4,182 and management fee
receivables of $1,108 and $14, respectively. Receivable from
vendor represents claims on late deliveries, product
modifications and price protection from TALK. Amounts are
payable in monthly installments through November 30, 1996 and
bear interest at rates which range from 6% to 8%. At
November 30, 1994 and 1995, other long-term assets include
equity investment advances outstanding and management fee
receivables of $1,138 and $1,289, respectively. At November
30, 1994 and 1995, included in accounts payable and other
accrued expenses were obligations to equity investments
aggregating $207 and $240, respectively. Documentary
acceptance obligations were outstanding from TALK at November
<PAGE>
30, 1995 (Note 9(b)).
During 1995, the Company recorded interest income from TALK
relating to the receivable from vendor, reimbursement of
interest expense incurred under the subordinated loan to hedge
the TALK investment (Note 10) and other short-term loans made
to TALK during 1995 at market interest rates. For the years
ended November 30, 1993, 1994 and 1995, interest income earned
on equity investment notes and other receivables approximated
$666, $25 and $573, respectively. Interest expense on equity
investment documentary acceptances approximated $158 in 1995.
(9) Financing Arrangements
(a) Bank Obligations
During 1993, the Company had established a revolving
credit agreement with several financial institutions
which was first amended on March 15, 1994. On May 5,
1995, the Company entered into the Second Amended and
Restated Credit Agreement (the "Credit Agreement") which
superseded the first amendment in its entirety. Under
the Credit Agreement, the Company may obtain credit
through direct borrowings and letters of credit. The
obligations of the Company under the Credit Agreement
continue to be guaranteed by certain of the Company's
subsidiaries and is secured by accounts receivable and
inventory of the Company and those subsidiaries. The
obligations are also secured by a pledge agreement
entered into by the Company for 1,075,000 shares of
CellStar Common Stock (Note 6). Availability of credit
under the Credit Agreement is a maximum aggregate amount
of $95 million, subject to certain conditions, and is
based upon a formula taking into account the amount and
quality of its accounts receivable and inventory. The
term of the Credit Agreement is for approximately two
years, expiring on February 28, 1997. As a result, bank
obligations under the Credit Agreement have been
classified as long-term at November 30, 1995.
<PAGE>
Outstanding obligations under the Credit Agreement at
November 30, 1994 and 1995 were as follows:
<TABLE>
November 30,
1994 1995
<S> <C> <C>
Bankers' Acceptances $ 7,000 $16,000
Revolving Credit Notes 400 3,000
Eurodollar Notes 21,700 30,000
$29,100 $49,000
</TABLE>
Interest on revolving credit notes was .25% above the
prime rate which was 8.5% and 8.75% at November 30, 1994
and 1995, respectively. Interest on Eurodollar Notes was
2% above the Libor rate which was approximately 6.2% and
5.1% at November 30, 1994 and 1995, respectively.
Interest on bankers' acceptances was 2% above the
bankers' acceptance rate which was approximately 6.75%
and 6.25% at November 30, 1994 and 1995, respectively.
Under the Credit Agreement, the Company is also required
to pay quarterly commitment fees as well as an annual
administrative fee.
The Credit Agreement contains several covenants
requiring, among other things, minimum annual levels of
net income and minimum quarterly levels of net worth and
working capital. Additionally, the agreement includes
restrictions and limitations on payments of dividends,
stock repurchases and capital expenditures. At November
30, 1995, the Company was not in compliance with a
financial covenant which was waived. As of the date of
the issuance of the financial statements, the Company's
creditors lost their right to call the bank obligations
as of November 30, 1995. Subsequent to November 30, 1995,
the Company amended the Credit Agreement, effective
December 22, 1995 and February 9, 1996, which provided
for, among other things, increased interest rates, which
may be reduced under certain circumstances, and a change
in the criteria for and method of calculating certain
financial covenants in the future. At November 30, 1995,
the Company was in compliance with the new covenants.
During 1994, Audiovox Malaysia entered into a revolving
credit facility with a local Malaysian bank (Malaysian
Credit Agreement) to finance additional working capital
needs. As of November 30, 1994 and 1995, the available
line of credit for direct borrowing, letters of credit,
bankers' acceptances and other forms of credit
approximated $1,200 and $2,200, respectively. The
facilities are secured by two standby letters of credit
issued under the Credit Agreement by the Company and is
payable upon demand or upon expiration of the standby
letters of credit on August 31, 1996. Subsequent to
November 30, 1995, the available line of credit under the
Malaysian Credit Agreement was increased to $5,320, and
the standby letter of credit issued by the Company was
amended to reflect the increase in the line. Outstanding
obligations under the Malaysian Credit Agreement at
November 30, 1994 and 1995 were approximately $1,084 and
$761, respectively. Interest on direct borrowings was
1.5% above the Malaysian base lending rate which was 6.6%
and 7.8% at November 30, 1994 and 1995, respectively.
The maximum month-end amounts outstanding under the
Credit Agreement and the Malaysian Credit Agreement
borrowing facilities during the years ended November 30,
1993, 1994 and 1995 were $42,659, $30,184 and $59,315,
respectively. Average borrowings during the years ended
November 30, 1993, 1994 and 1995 were $28,895, $16,929
and $43,470, respectively, and the weighted average
interest rates were 7.8%, 7.9% and 8.7%, respectively.
(b) Documentary Acceptances
During 1995, the Company had various unsecured
documentary acceptance lines of credit available with
suppliers to finance inventory purchases. The Company
does not have written agreements which established the
terms and amounts available under the lines of credit.
At November 30, 1995, $7,120 of documentary acceptances
were outstanding of which $6,801 was due to TALK.
The maximum month-end documentary acceptances outstanding
during the years ended November 30, 1993, 1994 and 1995
<PAGE>
were $9,638, $9,078 and $9,977, respectively. Average
borrowings during the years ended November 30, 1993, 1994
and 1995 were $6,883, $3,787 and $5,876, respectively,
and the weighted average interest rates, including fees,
were 11.2%, 11.0% and 4.4%, respectively.
(10) Long-Term Debt
A summary of long-term debt follows:
<TABLE>
November 30,
1994 1995
<S> <C> <C>
Convertible subordinated debentures:
6 1/4%, due 2001, convertible at
$17.70 per share $ 65,000 $ 65,000
Convertible debentures:
Series AA, 10.8%, due 1996,
convertible at $5.34 per share 77 77
Series BB, 11.0%, due 1996,
convertible at $5.34 per share 5,385 5,385
Subordinated note payable 5,045 4,938
Secured term loan - 664
Capital lease obligations (Note 14) 305 158
75,812 76,222
Less current installments 159 5,688
$ 75,653 $70,534
</TABLE>
On March 15, 1994, the Company completed the sale of $65,000,
6 1/4% convertible subordinated debentures ("Subordinated
Debentures") due 2001 and entered into an Indenture Agreement.
The Subordinated Debentures are convertible into shares of the
Company's Class A Common Stock, par value $.01 per share at an
initial conversion price of $17.70 per share, subject to
adjustment under certain circumstances. The Indenture
Agreement contains various covenants. The bonds are subject
to redemption by the Company in whole, or in part, at any time
after March 15, 1997, at certain specified amounts. On May 9,
1995, the Company issued warrants to certain beneficial
holders of these Subordinated Debentures (Note 13(d)).
On March 8, 1994, the Company entered into a Debenture
Exchange Agreement and exchanged certain debentures for Series
<PAGE>
AA and Series BB Convertible Debentures (Debentures). The
Debentures are convertible at any time at $5.34 per share,
which is subject to adjustment in certain circumstances, and
are secured by a standby letter of credit (Note 1(f)).
Although the Debenture Exchange Agreement provides for
optional prepayments under certain circumstances, such
prepayments are restricted by the Credit Agreement (Note
9(a)). On February 9, 1996, the holders of $1,100 of the
Series BB Convertible Debentures exercised their right to
convert into 206,046 shares of Class A Common Stock. The
remaining balance of the Debentures were repaid, thereby
extinguishing the remaining conversion features of these
Debentures.
On October 20, 1994, the Company issued a note payable for
five hundred million Japanese Yen (approximately $5,045 and
$4,938 on November 30, 1994 and 1995, respectively) to finance
its investment in TALK (Note 8). The note is scheduled to be
repaid on October 20, 2004 and bears interest at 4.1%. The
note can be repaid by cash payment or by giving 10,000 shares
of its TALK investment to the lender. The lender has an
option to acquire 2,000 shares of TALK held by the Company in
exchange for releasing the Company from 20% of the face value
of the note at any time after October 20, 1995. This note and
the investment in TALK are both denominated in Japanese Yen,
and, as such, the foreign currency translation adjustments are
accounted for as a hedge. Any foreign currency translation
adjustment resulting from the note will be recorded in
stockholders' equity to the extent that the adjustment is less
than or equal to the adjustment from the translation of the
investment in TALK. Any portion of the adjustment from the
translation of the note that exceeds the adjustment from the
translation of the investment in TALK is a transaction gain or
loss that will be included in earnings.
During 1995, Audiovox Malaysia entered into a Secured Term
Loan for 1.7 million Malaysian Ringgits (approximately $675)
to acquire a building. The loan is secured by the property
acquired and bears interest at 1.5% above the Malaysian base
lending rate which was 7.8% on November 30, 1995. The loan is
payable in 120 monthly equal installments commencing October
1995.
<PAGE>
Maturities on long-term debt for the next five fiscal years
are as follows:
1996 $5,688
1997 68
1998 68
1999 68
2000 68
(11) Income Taxes
As discussed in Note 1(p), the Company adopted Statement 109
as of December 1, 1993. The cumulative effect of this change
in accounting for income taxes of $178, or $.02 per share, is
determined as of December 1, 1993 and is reported separately
as a reduction to the consolidated statement of income (loss)
for the year ended November 30, 1994. Prior years' financial
statements have not been restated to apply the provisions of
Statement 109.
The components of income (loss) before the provision for
(recovery of) income taxes and extraordinary item are as
follows:
<TABLE>
November 30,
1993 1994 1995
<S> <C> <C> <C>
Domestic Operations $15,983 $47,032 $(12,424)
Foreign Operations (741) (498) 365
$15,242 $46,534 $(12,059)
</TABLE>
<PAGE>
Total income tax expense (recovery) was allocated as follows:
<TABLE>
November 30,
1994 1995
<S> <C> <C>
Income (loss) from continuing
operations $20,328 $(2,803)
Stockholders' equity
Additional paid in capital for
compensation expense for tax
purposes in excess of amounts
recognized for financial
reporting purposes (37) -
Unrealized holding gain on
investment securities recognized
for financial reporting purposes - 19,441
Total income tax expense $20,291 $16,638
</TABLE>
The provision for (recovery of) income taxes attributable to
income from continuing operations is comprised of:
<TABLE>
Federal Foreign State Total
<S> <C> <C> <C> <C>
1993:
Current $ 4,535 $ 21 $1,068 $ 5,624
Deferred (358) - (75) (433)
$ 4,177 $ 21 $ 993 $ 5,191
1994:
Current $12,042 $ 68 $2,078 $14,188
Deferred 5,365 - 775 6,140
$17,407 $ 68 $2,853 $20,328
1995:
Current $ 1,455 $ 570 $ 330 $ 2,355
Deferred (4,189) - (969) (5,158)
$(2,734) $ 570 $ (639) $(2,803)
</TABLE>
<PAGE>
A reconciliation of the provision for (recovery of) income
taxes attributable to income (loss) from continuing operations
computed at the Federal statutory rate to the reported
provision for income taxes attributable to income (loss) from
continuing operations is as follows:
<TABLE>
November 30,
1993 1994 1995
<S> <C> <C> <C> <C> <C> <C>
Tax provision (recovery) at
Federal statutory rates $5,335 35.0% $16,287 35.0% $(4,221) 35.0%
Undistributed earnings (loss)
from equity investments (1,437) (9.4) 1,558 3.4 411 (3.5)
State income taxes, net of
Federal benefit 645 4.2 1,854 4.0 (415) 3.4
Increase in beginning-of-the-
year balance of the valuation
allowance for deferred tax
assets - - 306 .7 644 (5.3)
Foreign tax rate differential 238 1.6 (7) (.1) (34) 0.3
Expense relating to the
issuance of warrants - - - - 1,022 (8.5)
Other, net 410 2.7 330 .7 (210) 1.8
5,191 34.1 20,328 43.7 (2,803) 23.2
Utilization of net operating
loss carryforwards (2,173) (14.3) - - - -
$3,018 19.8% $20,328 43.7% $(2,803) 23.2 %
</TABLE>
For the year ended November 30, 1993, deferred income tax
expense of $433 results from timing differences in the
recognition of income and expense for income tax and financial
reporting purposes. The sources and tax effects of those timing
differences are presented below:
<TABLE>
November 30, 1993
<S> <C>
Uniform capitalization of inventory
costs $ (93)
Accounts receivable reserves 193
Warranty and inventory reserves 484
Depreciation and amortization (646)
Insurance reserves 23
Cellular deactivation reserves (439)
Other, net 45
$ (433)
</TABLE>
<PAGE>
The significant components of deferred income tax expense
(recovery) for the years ended November 30, 1994 and 1995 are
as follows:
<TABLE>
November 30,
1994 1995
<S> <C> <C>
Deferred tax expense (recovery)
(exclusive of the effect of other
components listed below) $5,834 $(5,802)
Increase in beginning-of-the-year
balance of the valuation
allowance for deferred tax assets 306 644
$6,140 $(5,158)
</TABLE>
<PAGE>
The tax effects of temporary differences that give rise to
significant portions of the deferred tax assets and deferred
liabilities are presented below:
<TABLE>
November 30,
1994 1995
<S> <C> <C>
Deferred tax assets:
Accounts receivable, principally due
to allowance for doubtful accounts
and cellular deactivations $ 968 $ 1,601
Inventory, principally due to
additional costs capitalized for tax
purposes pursuant to the Tax Reform
Act of 1986 387 455
Inventory, principally due to valuation
reserve 436 1,373
Accrual for future warranty costs 658 790
Plant, equipment and certain
intangibles, principally due to
depreciation and amortization - 588
Net operating loss carryforwards, state
and foreign 859 1,689
Accrued liabilities not currently
deductible - 359
Other 193 477
Total gross deferred tax assets 3,501 7,332
Less: valuation allowance (979) (1,623)
Net deferred tax assets 2,522 5,709
Deferred tax liabilities:
Plant, equipment and certain
intangibles, principally due to
depreciation and amortization (71) -
Equity investments, principally due to
undistributed earnings (6,149) (23,690)
Total gross deferred tax
liabilities (6,220) (23,690)
Net deferred tax liability $(3,698) $(17,981)
</TABLE>
The net change in the total valuation allowance for the year
ended November 30, 1995 was an increase of $644. A valuation
allowance is provided when it is more likely than not that some
portion, or all, of the deferred tax assets will not be
<PAGE>
realized. The Company has established valuation allowances
primarily for net operating loss carryforwards in certain states
and foreign countries as well as other deferred tax assets in
foreign countries. Based on the Company's ability to carry back
future reversals of deferred tax assets to taxes paid in current
and prior years and the Company's historical taxable income
record, adjusted for extraordinary items, management believes
it is likely that the Company will realize the benefit of the
net deferred tax assets existing at November 30, 1995. Further,
management believes the existing net deductible temporary
differences will reverse during periods in which the Company
generates net taxable income. There can be no assurance,
however, that the Company will generate any earnings or any
specific level of continuing earnings in the future.
At November 30, 1995, the Company has net operating loss
carryforwards for state and foreign income tax purposes of
approximately $13,912, which are available to offset future
state and foreign taxable income, if any, which will expire
through the year ended November 30, 2010.
The Company has not recognized a deferred tax liability of
approximately $260 and $268 at November 30, 1994 and 1995,
respectively, for the undistributed earnings of a foreign
corporate joint venture that arose in 1995 and prior years
because the Company currently does not expect those unremitted
earnings to reverse and become taxable to the Company in the
foreseeable future. A deferred tax liability will be recognized
when the Company expects that it will recover those
undistributed earnings in a taxable manner, such as through
receipt of dividends or sale of the investments.
<PAGE>
(12) Capital Structure
The Company's capital structure is as follows:
<TABLE>
Voting
Rights
Par Shares Issued Per Liquidation
Security Value Shares Authorized and Outstanding Share Rights
November 30, November 30,
1994 1995 1994 1995
<S> <C> <C> <C> <C> <C> <S> <S>
Class A $ 0.01 30,000,000 30,000,000 6,777,788 6,777,788 One Ratably with
Common Class B
Stock
Class B 0.01 10,000,000 10,000,000 2,260,954 2,260,954 Ten Ratably with
Common Class A
Stock
Preferred
Stock 50.00 50,000 50,000 50,000 50,000 - $50 per share
Series
Preferred
Stock 0.01 1,500,000 1,500,000 - - - -
</TABLE>
The holders of Class A and Class B Common Stock are entitled to
receive cash or property dividends declared by the Board of
Directors. The Board can declare cash dividends for Class A
Common Stock in amounts equal to or greater than the cash
dividends for Class B Common Stock. Dividends other than cash
must be declared equally for both classes. Each share of Class
B Common Stock may, at any time, be converted into one share of
Class A Common Stock. During fiscal 1994, 15,500 shares of
Class A Common Stock were issued due to the exercise of stock
options (Note 13).
The 50,000 shares of non-cumulative Preferred Stock outstanding
are owned by Shintom and have preference over both classes of
common stock in the event of liquidation or dissolution.
As of November 30, 1994 and 1995, 969,500 shares of the
Company's Class A Common Stock are reserved for issuance under
the Company's Stock Option and Restricted Stock Plans and
4,845,345 for all convertible securities and warrants
outstanding at November 30, 1994 and 1995 (Notes 10 and 13).
<PAGE>
Undistributed earnings from equity investments included in
retained earnings amounted to $20,526 and $3,431 at November 30,
1994 and 1995, respectively.
(13) Common Stock and Compensation Plans
(a) Stock Option Plans
In April 1987, the Board of Directors approved the adoption
of the 1987 Stock Option Plan for the granting of options
to directors and key employees of the Company. Under the
1987 Stock Option Plan, the options can be either incentive
or non-qualified.
In April 1987, non-qualified options to purchase 200,000
shares of Class A Common Stock were granted at $11 per
share which represents the estimated fair market value at
the date of grant. Such options became exercisable in full
in October 1988 and expire in April 1997.
In May 1993, the stockholders approved the 1993 Stock
Option Plan which authorizes the granting of incentive
stock options to key employees and non-qualified stock
options to employees and/or directors of the Company. The
incentive stock options may be granted at a price not less
than the market value of the Company's common stock on the
date of grant and must be exercisable no later than ten
years after the date of grant. The exercise price of non-
qualified stock options may not be less than 50% of the
market value of the Company's Class A Common Stock on the
date of grant.
In December 1993, non-qualified options to purchase 113,500
shares of Class A Common Stock were granted at $13 per
share which was less than the market value of $17 per share
on the date of grant. Certain of the options became
exercisable on June 14, 1995, and the remainder will become
exercisable on December 14, 1996 after which they can be
exercised in whole or in part until expiration on December
14, 2003.
In November 1994, non-qualified options to purchase 75,000
<PAGE>
shares of Class A Common Stock were granted at $11 per
share, which exceeded fair market value at the date of
grant, to a director and officer of the Company. Such
options will become exercisable in full on May 22, 1996 and
expire on November 22, 2004.
In May 1994, the stockholders approved the 1994 Stock
Option Plan which authorizes the granting of incentive
stock options to key employees and non-qualified stock
options to employees and/or directors of the Company. The
incentive stock options may be granted at a price not less
than 110% of the market value of the Company's common stock
on the date of grant and must be exercisable no later than
ten years after the date of grant. The exercise price of
non-qualified stock options may not be less than 50% of
market value of the Company's Class A Common Stock on the
date of grant.
In August 1995, non-qualified options to purchase 279,000
shares of Class A Common Stock were granted under the 1994
Stock Option Plan at an exercise price of $5.88 per share,
which represents the estimated fair market value of the
shares at the date of grant. No options can be exercised
until February 9, 1997 or August 9, 1998, as the case may
be, after which they can be exercised in whole or in part,
until expiration on August 9, 2005.
Compensation expense is recorded with respect to the
options based upon the quoted market value of the shares
and the exercise provisions at the date of grant.
Compensation expense for the years ended November 30, 1994
and 1995 was $175 and $113, respectively.
The Company will adopt the provisions of SFAS No. 123,
"Accounting for Stock-Based Compensation", on December 1,
1996.
<PAGE>
Information regarding the Company's stock option plans is
summarized below:
<TABLE>
1987 1993 1994
Stock Stock Stock
Option ption Option
Plan Plan Plan
<S> <C> <C> <C>
Shares under option:
Outstanding at
December 1, 1992 157,500 - -
Granted - - -
Exercised (16,000) - -
Canceled - - -
Outstanding at
November 30, 1993 141,500 - -
Granted - 188,500 -
Exercised (15,500) - -
Canceled (1,000) (500) -
Outstanding at
November 30, 1994 125,000 188,000 -
Granted - - 279,000
Exercised - - -
Canceled 21,000 12,750 -
Outstanding at
November 30, 1995 104,000 175,250 279,000
Options exercisable,
November 30, 1995 104,000 15,750 -
</TABLE>
(b) Restricted Stock Plan
In April 1987, the Board of Directors approved the adoption
of the 1987 Restricted Stock Plan for the granting of
restricted stock awards to directors and key employees of
the Company. In May 1993, the stockholders approved an
amendment to the 1987 Restricted Stock Plan which provides
that restrictions on stock awarded pursuant to the Plan
will lapse at the discretion of the Compensation Committee
of the Company. In addition, the Plan's original
expiration date of April 27, 1997 was extended through
April 27, 2007.
<PAGE>
In December 1993, 38,300 shares of Class A Common Stock
were awarded under the 1987 Restricted Stock Plan, one half
of such shares to be performance accelerated restricted
stock and one half of such shares to be performance
restricted stock. The performance accelerated shares will
vest in five years or earlier depending upon whether the
Company meets certain earnings per share goals. The
performance restricted shares will only vest in five years
to the extent the Company achieves certain earnings per
share goals. To the extent the earnings per share goals
have not been achieved during the five years after the date
of grant, the award will lapse.
In November 1994, 25,000 shares of Class A Common Stock
were awarded under the 1987 Restricted Stock Plan to a
director and officer of the Company. One half of such
shares are to be performance accelerated restricted stock
and one half of such shares are to be performance
restricted stock. The terms of the grant are identical to
the December 1993 grant as previously discussed.
In August 1995, 21,000 shares of Class A Common Stock were
awarded under the 1987 Restricted Stock Plan, one half of
such shares to be performance accelerated restricted stock
and one half of such shares to be performance restricted
stock. The terms of the grant are identical to the
December 1993 grant as previously discussed.
In May 1994, the Board of Directors approved the adoption
of the 1994 Restricted Stock Plan for the granting of
restricted stock awards to directors and key employees of
the Company. No awards were granted under this plan as of
November 30, 1995.
Compensation expense is recorded with respect to the grants
based upon the quoted market value of the shares on the
date of grant for the performance accelerated shares and
on the balance sheet date for the performance restricted
shares. Total restricted stock outstanding at November 30,
1994 and 1995 were 63,300 and 80,800, respectively.
Compensation expense for these grants for the years ended
November 30, 1994 and 1995 were $93 and $127, respectively.
<PAGE>
(c) Employee Stock Purchase Plan
In May 1993, the stockholders approved the 1993 Employee
Stock Purchase Plan. The stock purchase plan provides
eligible employees an opportunity to purchase shares of the
Company's Class A Common Stock through payroll deductions
up to 15% of base salary compensation. Amounts withheld
are used to purchase Class A Common Stock on or about the
last business day of each month at a price equal to 85% of
the fair market value. The total number of shares
available for purchase under this plan is 1,000,000.
(d) Stock Warrants
During the third quarter of fiscal 1993, pursuant to a
consulting agreement effective April 1993, the Company
granted warrants to purchase 100,000 shares of Class A
Common Stock, which have been reserved, at $7.50 per share.
The warrants, which are exercisable in whole or in part at
the discretion of the holder, expire on December 31, 1998.
There were no warrants exercised as of November 30, 1995.
The consulting agreement, valued at $100, was expensed in
1994 when the services to be provided pursuant to the
consulting agreement were completed.
In December 1993, the Company granted warrants to purchase
50,000 shares of Class A Common Stock at a purchase price
of $14.375 per share as part of the acquisition of H&H
(Note 2). The per share purchase price and number of
shares purchasable are each subject to adjustment upon the
occurrence of certain events described in the warrant
agreement. The warrants are exercisable, in whole or in
part, from time-to-time, until September 22, 2003. If the
warrants are exercised in whole, the holder thereof has the
right to require the Company to file with the Securities
Exchange Commission a registration statement relating to
the sale by the holder of the Class A Common Stock
purchasable pursuant to the warrant.
On May 9, 1995, the Company issued 1,668,875 warrants in
a private placement, each convertible into one share of
Class A Common Stock at $7 1/8, subject to adjustment under
<PAGE>
certain circumstances. The warrants were issued to the
beneficial holders as of June 3, 1994, of $57.6 million of
the Company's Subordinated Debentures in exchange for a
release of any claims such holders may have against the
Company, its agents, directors and employees in connection
with their investment in the Subordinated Debentures. As
a result, the Company incurred a warrant expense of $2.9
million and recorded a corresponding increase to paid in
capital. The warrants are not exercisable (a) until the
later of (x) May 9, 1996 and (y) the date a registration
statement with respect to the Class A Common Stock issuable
upon exercise of the warrants has been filed and declared
effective by the Securities and Exchange Commission or (b)
after March 15, 2001, unless sooner terminated under
certain circumstances. Subsequent to November 30, 1995,
the Company has filed a registration statement for the
warrants and the underlying common stock pursuant to a
registration rights agreement dated as of May 9, 1995,
between the Company and the holders of the warrants. John
J. Shalam, Chief Executive Officer of the Company, has
granted the Company an option to purchase 1,668,875 shares
of Class A Common Stock from his personal holdings. The
exercise price of this option is $7 1/8, plus the tax
impact, if any, should the exercise of this option be
treated as dividend income rather than capital gains to Mr.
Shalam.
(e) Profit Sharing Plans
The Company has established two non-contributory employee
profit sharing plans for the benefit of its eligible
employees in the United States and Canada. The plans are
administered by trustees appointed by the Company. In
fiscal 1993 and 1994, contributions of $200 and $225,
respectively, were made by the Company to the United States
plan. No contributions were made in fiscal 1995.
Contributions required by law to be made for eligible
employees in Canada were not material.
<PAGE>
(14) Lease Obligations
At November 30, 1995, the Company was obligated under
non-cancelable leases for equipment and warehouse facilities for
minimum annual rental payments as follows:
<TABLE>
Capital Operating
Lease Leases
<S> <C> <C>
1996 $170 $1,970
1997 - 1,018
1998 - 600
1999 - 258
2000 and thereafter - 71
Total minimum lease payments 170 $3,917
Amounts representing interest 12
Present value of future
minimum lease payments 158
Less current portion 158
Obligations under leases
excluding current
installments -
</TABLE>
Rental expense for the above-mentioned operating lease
agreements and other leases on a month-to-month basis
approximated $2,390, $3,107 and $4,080 for the years ended
November 30, 1993, 1994 and 1995, respectively.
The Company leases certain facilities from its principal
stockholder and several officers. Rentals for such leases are
considered by management of the Company to approximate
prevailing market rates. At November 30, 1995, minimum annual
rental payments on these related party leases, which are
included in the above table, are as follows:
1996 $458
1997 66
1998 68
1999 11
<PAGE>
(15) Financial Instruments
(a) Off-Balance Sheet Risk
Commercial letters of credit are issued by the Company
during the ordinary course of business through major
domestic banks as requested by certain suppliers. The
Company also issues standby letters of credit principally
to secure certain bank obligations of Audiovox Malaysia
(Note 9) and its Debentures (Note 10). The Company had
open commercial letters of credit of $16,000 and $22,000,
of which $13,100 and $10,800 were accrued for as of
November 30, 1994 and 1995, respectively. The terms of
these letters of credit are all less than one year. No
material loss is anticipated due to nonperformance by the
counterparties to these agreements. The fair value of
these open commercial and standby letters of credit is
estimated to be the same as the contract values based on
the nature of the fee arrangements with the issuing banks.
(b) Concentrations of Credit Risk
Financial instruments, which potentially subject the
Company to concentrations of credit risk, consist
principally of trade receivables. The Company's customers
are located principally in the United States and Canada and
consist of, among others, cellular carriers and service
providers, distributors, agents, mass merchandisers,
warehouse clubs and independent retailers.
At November 30, 1994, three customers, which included
CellStar, a Bell Operating Company and a mass merchandiser,
each accounted for approximately 5% of accounts receivable,
and one Bell Operating Company accounted for approximately
6% of accounts receivable. At November 30, 1995, three
customers, which included two cellular carriers and service
providers and a Bell Operating Company accounted for
approximately 6%, 7% and 5%, respectively, of accounts
receivable.
During the year ended November 30, 1993, two Bell Operating
Companies accounted for approximately 6% and 5% of the
<PAGE>
Company's sales. A Bell Operating Company accounted for
approximately 7% of the Company's 1994 sales. During the
year ended November 30, 1995, two Bell Operating Companies
and a cellular carrier and service provider accounted for
approximately 6%, 7% and 7%, respectively, of the Company's
1995 sales.
The Company generally grants credit based upon analyses of
its customers' financial position and previously
established buying and payment patterns. The Company
establishes collateral rights in accounts receivable and
inventory and obtains personal guarantees from certain
customers based upon management's credit evaluation. At
November 30, 1994 and 1995, 25 and 36 customers,
respectively, representing approximately 60% and 63%, of
outstanding accounts receivable, had balances owed greater
than $500.
A significant portion of the Company's customer base may
be susceptible to downturns in the retail economy,
particularly in the consumer electronics industry.
Additionally, customers specializing in certain automotive
sound, security and accessory products may be impacted by
fluctuations in automotive sales. A relatively small
number of the Company's significant customers are deemed
to be highly leveraged.
(c) Fair Value
The following methods and assumptions were used to estimate
the fair value of each class of financial instruments for
which it is practicable to estimate that value. The
carrying value of all financial instruments classified as
a current asset or liability is deemed to approximate fair
value, with the exception of current installments of long-
term debt, because of the short maturity of these
instruments.
Investment Securities
The carrying amount represents fair value, which is based
upon quoted market prices at the reporting date (Note 6).
<PAGE>
Long-term debt Including Current Installments
The carrying amount of bank debt under the Company's
revolving Credit Agreement approximates fair value because
of the short maturity of the related obligations. With
respect to the Subordinated Debentures, fair values are
based on published statistical data. The Debentures were
valued at the closing market price of the Company's Class
A Common Stock for the number of shares convertible at
November 30, 1994 and 1995. Management believes that the
carrying value of the secured term loan approximates fair
value because it bears interest at rates currently offered
to the Company for similar debt instruments of comparable
maturities by the Company's bankers. Other long-term
borrowings are valued by the present value of future cash
flows at current market interest rates.
The estimated fair value of the Company's financial
instruments are as follows:
<TABLE>
November 30, 1994 November 30, 1995
Carrying Fair Carrying Fair
Amount Value Amount Value
<S> <C> <C> <C> <C>
Long-term
obligations
including
current
installments $104,912 $86,662 $125,221 $103,699
Limitations
</TABLE>
Fair value estimates are made at a specific point in time,
based on relevant market information and information about
the financial instrument. These estimates are subjective
in nature and involve uncertainties and matters of
significant judgment and, therefore, cannot be determined
with precision. Changes in assumptions could significantly
affect the estimates.
<PAGE>
(16) Commitments and Contingencies
On February 5, 1993, Motorola, Inc., Mitsubishi Electronic
Corp., Nokia Mobile Phones Company, Toshiba Corporation,
Panasonic Communications and Systems Company, OKI Electric
Industry Company, Ltd. and the Company, all suppliers or
manufacturers of cellular telephones, were named as defendants
in a class action complaint. The complaint contains several
allegations, including negligence and breach of both implied and
express warranties under the Uniform Commercial Code, arising
from the sale of portable hand-held cellular telephones. The
complaint seeks unspecified damages and attorney's fees.
Discovery has not yet commenced. On August 12, 1993, a
dismissal of the class allegation was granted. On August 20,
1993, an order was entered dismissing the complaint which
included the Company as a defendant and permitting plaintiffs
to file an amended complaint which does not include the Company
as a defendant. Such order, effectively dismissing the Company
as a defendant, is being appealed by the plaintiffs. The
Company believes that its insurance coverage and rights of
recovery against manufacturers of its portable hand-held
cellular telephones relating to this case are sufficient to
cover any reasonably anticipated damages. The impact of the
final resolution of this matter on the Company's results of
operations or liquidity in a particular reporting period is not
known. Management is of the opinion, however, that there are
meritorious defenses to the claims made in this case and that
the ultimate outcome of this matter will not have a material
adverse effect on the Company's consolidated financial position.
The Company is a defendant in an action alleging, among other
things, breach of contract and the plaintiff is seeking damages
in excess of $500. The litigation is currently in the early
discovery phase. The impact of the final resolution of this
matter on the Company's results of operations or liquidity in
a particular reporting period is not known. Management is of
the opinion, however, that there are meritorious defenses to the
claim made in this case and that the ultimate outcome of this
matter will not have a material adverse effect on the Company's
consolidated financial position.
<PAGE>
The Company is also a defendant in litigation arising from the
normal conduct of its affairs. The impact of the final
resolution of these matters on the Company's results of
operations or liquidity in a particular reporting period is not
known. Management is of the opinion, however, that the
litigation in which the Company is a defendant is either subject
to product liability insurance coverage or, to the extent not
covered by such insurance, will not have a material adverse
effect on the Company's consolidated financial position.
<PAGE>
Item 9 - Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
None
PART III
Item 10 - Directors and Executive Officers of the Registrant
Information regarding this item is set forth under the captions
"Election of Directors" of the Company's Proxy Statement to be dated
March 24, 1996, which will be filed pursuant to Regulation 14A under
the Securities Exchange Act of 1934 (the "Proxy Statement") and is
incorporated herein by reference. Information with regard to
Executive Officers is set forth in Item 1 of this Form 10-K.
Item 11 - Executive Compensation
The information regarding this item is set forth under the caption
"Executive Compensation" of the proxy statement and is incorporated
herein by reference.
Item 12 - Security Ownership of Certain Beneficial Owners and
Management
The information regarding this item is set forth under the
caption "Beneficial Ownership of Common Stock" of the Proxy Statement
and is incorporated herein by reference. The Company knows of no
arrangements which may result at a subsequent date in a change of
control of the Company.
Item 13 - Certain Relationships and Related Transactions
Information regarding this item is set forth under the caption
"Beneficial Ownership of Common Stock", "Election of Directors" and
"Executive Compensation" of the proxy statement.
<PAGE>
PART IV
Item 14 - Exhibits, Consolidated Financial Statement Schedules,
and Reports on Form 8-K
(a) (1)
The following financial statements are included in Item 8 of this
Report:
Independent Auditors' Report
Consolidated Balance Sheets of Audiovox Corporation and Subsid-iaries
as of November 30, 1994 and 1995.
Consolidated Statements of Income (Loss) of Audiovox Corporation and
Subsidiaries for the Years Ended November 30, 1993, 1994 and 1995.
Consolidated Statements of Stockholders' Equity of Audiovox
Corporation and Subsidiaries for the Years Ended November 30, 1993,
1994 and 1995.
Consolidated Statements of Cash Flows of Audiovox Corporation and
Subsidiaries for the Years Ended November 30, 1993, 1994 and 1995.
Notes to Consolidated Financial Statements.
(a) (2)
Financial Statement Schedules of the Registrant for the
Years Ended November 30, 1993, 1994 and 1995.
Independent Auditors' Report on Financial Statement Schedules
SCHEDULE PAGE
NUMBER DESCRIPTION NUMBER
II Valuation and Qualifying 84
Accounts
All other financial statement schedules not listed are omitted
because they are either not required or the information is
otherwise included.
<PAGE>
Independent Auditors' Report
The Board of Directors and Stockholders
Audiovox Corporation:
Under the date of February 12, 1996 we reported on the consolidated
balance sheets of Audiovox Corporation and subsidiaries as of
November 30, 1994 and 1995, and the related consolidated statements
of income (loss), stockholders' equity, and cash flows for each of
the years in the three-year period ended November 30, 1995, which are
included in the Company's 1995 annual report on Form 10-K. In
connection with our audits of the aforementioned consolidated
financial statements, we also audited the related consolidated
financial statement schedules in the 1995 annual report on Form 10-K.
These consolidated financial statement schedules are the
responsibility of the Company's management. Our responsibility is
to express an opinion on these financial statement schedules based
on our audits.
In our opinion, such financial statement schedules, when considered
in relation to the basic consolidated financial statements taken as
a whole, present fairly, in all material respects, the information
set forth therein.
Our report refers to changes in the methods of accounting for certain
investments in equity securities and income taxes.
s/KPMG Peat Marwick LLP
KPMG PEAT MARWICK LLP
Jericho, New York
February 12, 1996
<PAGE>
(3) Exhibits See Item 14(c) for Index of Exhibits.
(b) Reports on Form 8-K
No reports were filed on Form 8-K for the fourth quarter ended
November 30, 1995.
(c) Exhibits
EXHIBIT
NUMBER DESCRIPTION
3.1 Certificate of Incorporation of the Company
(incorporated by reference to the Company's
Registration Statement on Form S-1; No. 33-107, filed
May 4, 1987).
3.1a Amendment to Certificate of Incorporation
(incorporated by reference to the Company's Annual
Report on Form 10-K for the year ended November 30,
1993).
3.2 By-laws of the Company (incorporated by reference to
the Company's Registration Statement on Form S-1; No.
33-10726, filed May 4, 1987).
10.1 Renewal, dated October 30, 1993, of Lease by and
between Registrant and John J. Shalam dated October
22, 1986 (incorporated by reference to the Company's
Annual Report on Form 10-K for the year ended
November 30, 1993).
10.2 Lease by and between Audiovox West Corporation and
Marquardt Associates dated February 1, 1991
(incorporated by reference to the Company's Annual
Report on Form 10-K for the year ended November 30,
1990).
10.3 Debenture Exchange Agreement among the Registrant and
the several note holders dated as of March 15, 1994
(incorporated by reference to the Company's Current
Report on Form 8-K dated March 15, 1994).
10.4 Amended and Restated Credit Agreement by and between
the Registrant and the several banks and financial
institutions (incorporated by reference to the
Company's Current Report on Form 8-K dated March 15,
1994).
<PAGE>
EXHIBIT
NUMBER DESCRIPTION
10.4a Fifth Amendment, dated as of February 24, 1995, to
amended and restated credit agreement by and between
the Registrant and the several banks and financial
institutions (incorporated by reference to the
Company's Annual Report on Form 10-K for the year
ended November 30, 1994).
10.4b Second Amended and Restated Credit Agreement among
Audiovox Corporation and its lenders dated May 5,
1995 (incorporated by reference to the Company's
Current Report on Form 8-K dated May 5, 1995).
10.5 Purchase Agreement dated March 8, 1994 and
Registration Rights Agreement dated as of March 15,
1994, by and between the Registrant and Oppenheimer
& Co., Inc., Furman Selz Incorporated and Chemical
Securities, Inc. (incorporated by reference to the
Company's Current Report on Form 8-K dated March 15,
1994).
10.6 Initial Option, Second Option and Voting Rights
Agreement by and between Registrant and Alan Gold-
field (incorporated by reference to the Company's
Current Report on Form 8-K dated December 23, 1993).
10.7 Offering Memorandum in Connection with Audiovox
Corporation Warrants for the Purchase of One Share of
Class A Common Stock, dated as of April 12, 1995, as
supplemented in Supplement No. 1, dated May 1, 1995
(incorporated by reference to the Company's Current
Report on Form 8-K dated December 23, 1993).
10.8 Warrant Agreement, dated as of May 9, 1995, between
Audiovox Corporation and Continental Stock Transfer
& Trust Company, as Warrant Agent (incorporated by
reference to the Company's Current Report on Form 8-K
dated December 23, 1993).
10.9 Registration Rights Agreement, dated as of May 9,
1995, between Audiovox Corporation and certain
purchasers of Audiovox Corporation warrants
(incorporated by reference to the Company's Current
Report on Form 8-K dated December 23, 1993).
<PAGE>
EXHIBIT
NUMBER DESCRIPTION
11 Statement of Computation of Income (Loss) Per Common
Share (Page 84 herein).
21 Subsidiaries of the Registrant (Page 85 herein).
23 Independent Auditors' Consent (Page 86 herein).
27 Financial Data Schedule (filed via EDGAR herewith)
(d) All other schedules are omitted because the required information
is shown in the financial statements or notes thereto or because
they are not applicable.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
AUDIOVOX CORPORATION
April 30, 1996 BY:s/John J. Shalam
John J. Shalam, President
and Chief Executive Officer
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dated indicated.
Signature Title Date
s/John J. Shalam President; April 30, 1996
John J. Shalam Chief Executive Officer
(Principal Executive
Officer) and Director
s/Philip Christopher Executive Vice President April 30, 1996
Philip Christopher and Director
s/Charles M. Stoehr Senior Vice President, April 30, 1996
Charles M. Stoehr Chief Financial Officer
(Principal Financial and
Accounting Officer) and
Director
s/Patrick M. Lavelle Director April 30, 1996
Patrick M. Lavelle
s/Martin Novick Director April 30, 1996
Martin Novick
s/Ann Boutcher Director April 30, 1996
Ann Boutcher
s/Gordon Tucker Director April 30, 1996
Gordon Tucker
s/Irving Halevy Director April 30, 1996
Irving Halevy
<PAGE>
Schedule II
AUDIOVOX CORPORATION AND SUBSIDIARIES
Valuation and Qualifying Accounts
Years Ended November 30, 1993, 1994 and 1995
(In thousands)
<TABLE>
Column A Column B Column C Column D Column E
Additions
Balance at Charged to Charged Balance
Beginning Costs and To Other At End
Description Of Year Expenses Accounts Deductions Of Year
<S> <C> <C> <C> <C> <C>
1993
Allowance for doubtful
accounts $ 2,669 $ 230 - $ 836 $ 2,063
Cash discount allowances 171 131 - - 302
Co-op advertising and
volume rebate allow-
ances 832 4,651 - 4,054 1,429
Allowance for cellular
deactivations 688 1,051 - - 1,739
Reserve for warranties
and product repair
costs 4,983 2,512 - 3,690 3,805
$ 9,343 $ 8,575 - $8,580 $ 9,338
1994
Allowance for doubtful
accounts $ 2,063 $ (21) $ 419 $ 1,623
Cash discount allowances 302 - - 65 237
Co-op advertising and
volume rebate allow-
ances 1,429 5,898 - 4,639 2,688
Allowance for cellular
deactivations 1,739 - - 505 1,234
Reserve for warranties
and product repair
costs 3,805 2,970 - 3,568 3,207
$ 9,338 $ 8,847 - $ 9,196 $ 8,989
1995
Allowance for doubtful
accounts $ 1,623 $ 1,816 - $ 732 $ 2,707
Cash discount allowances 237 - - 72 165
Co-op advertising and
volume rebate allow-
ances 2,688 7,621 - 7,084 3,225
Allowance for cellular
deactivations 1,234 491 - - 1,725
Reserve for warranties
and product repair
costs 3,207 3,834 - 3,093 3,948
$ 8,989 $13,762 - $10,981 $11,770
</TABLE>
AUDIOVOX CORPORATION
Computation of Income (Loss) Per Common Share
Years Ended November 30, 1993, 1994 and 1995
(In thousands, except per share data)
<TABLE>
1993 1994 1995
<S> <C> <C> <C>
Primary earnings:
Income (loss) before extraordinary item and cumulative
effect of a change in an accounting principle $10,051 $ 26,206 $(9,256)
Extraordinary item 2,173 - -
Cumulative effect of change in accounting principle - (178) -
Net income (loss) $12,224 $26,028 $(9,256)
Shares
Weighted average number of common shares
outstanding 9,009 9,037 9,039
Additional shares assuming conversion of:
Stock options, performance share awards, and
warrants 38 69 -
Weighted average common shares outstanding, as
adjusted 9,047 9,106 9,039
Primary earnings per common share:
Before extraordinary item and cumulative effect $ 1.11 $ 2.88 $ (1.02)
Extraordinary item $ 0.24 - -
Cumulative effect - $ (0.02) -
Net income (loss) $ 1.35 $ 2.86 $ (1.02)
Fully diluted earnings:
Income (loss) before extraordinary item and cumulative
effect of a change in an accounting principle $10,051 $26,206 $(9,256)
Net interest expense related to convertible debt 354 2,074 -
Income before extraordinary item and cumulative
effect of a change in an accounting principle 10,405 28,280 -
Extraordinary item 2,173 - -
Cumulative effect of change in accounting principle - (178) -
Net income (loss) applicable to common stock $12,578 $28,102 $(9,256)
Shares
Weighted average number of common shares
outstanding 9,009 9,037 9,039
Additional shares assuming conversion of:
Stock options, performance share awards, and
warrants 46 88 -
Convertible debentures 1,023 3,644 -
Weighted average common shares outstanding, as
adjusted 10,078 12,769 9,039
Fully diluted earnings per common share:
Before extraordinary item and cumulative effect $ 1.03 $ 2.21 $ (1.02)
Extraordinary item $ 0.22 - -
Cumulative effect - $ (0.01) -
Net income (loss) $ 1.25 $ 2.20 $ (1.02)
</TABLE>
SUBSIDIARIES OF REGISTRANT
Jurisdiction of
Subsidiaries Incorporation
Quintex Communications Corp. New York
Quintex Mobile Communications Corp. Delaware
Hermes Telecommunications Inc. Delaware
Lenex Corporation Delaware
American Radio Corp. Georgia
Audiovox International Corp. Delaware
Cell Holding Corporation Delaware
H & H Eastern Distributors Inc. Pennsylvania
Audiovox Holding Corp. New York
Audiovox Asia Inc. Delaware
Audiovox Latin America Ltd. Delaware
Audiovox Canada Limited Ontario
Western Audiovox Corp. British Columbia
Audiovox Communications (Malaysia) Sdn. Bhd. Malaysia
Audiovox Singapore PTE. LTD. Singapore
Audiovox (Thailand) Co., Ltd. Thailand
Independent Auditor's Consent
The Board of Directors and Stockholders
Audiovox Corporation:
We consent to incorporation by reference in the registration
statements (No. 33-18119 and 33-65580) on Form S-8 of Audiovox
Corporation and subsidiaries of our report dated February 12, 1996,
relating to the consolidated balance sheets of Audiovox Corporation
and subsidiaries as of November 30, 1994 and 1995, and the related
consolidated statements of income (loss), stockholders' equity and
cash flows and all related schedules for each of the years in the
three-year period ended November 30, 1995, which reports appear in
the November 30, 1995 annual report on Form 10-K of Audiovox
Corporation and subsidiaries.
Our report refers to changes in the methods of accounting for
certain investments in equity securities and income taxes.
s/KPMG PEAT MARWICK LLP
KPMG PEAT MARWICK LLP
Jericho, New York
February 12, 1996
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> NOV-30-1995
<PERIOD-END> NOV-30-1995
<CASH> 7076
<SECURITIES> 0
<RECEIVABLES> 99677
<ALLOWANCES> 2707
<INVENTORY> 100422
<CURRENT-ASSETS> 226214
<PP&E> 24034
<DEPRECIATION> 17979
<TOTAL-ASSETS> 311055
<CURRENT-LIABILITIES> 50668
<BONDS> 70462
0
2500
<COMMON> 90
<OTHER-SE> 114632
<TOTAL-LIABILITY-AND-EQUITY> 311055
<SALES> 457433
<TOTAL-REVENUES> 500740
<CGS> 414624
<TOTAL-COSTS> 429998
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 1816
<INTEREST-EXPENSE> 9694
<INCOME-PRETAX> (12059)
<INCOME-TAX> (2803)
<INCOME-CONTINUING> (9256)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (9256)
<EPS-PRIMARY> (1.02)
<EPS-DILUTED> (1.02)
</TABLE>
