SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------
FORM 10-K/A - NO. 1
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
(MARK ONE)
/x/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ________________ TO ________________
Commission File Number: 0-5860
RECOTON CORPORATION
(Exact name of Registrant as Specified in its Charter)
New York 11-1771737
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
2950 LAKE EMMA ROAD, LAKE MARY, FLORIDA 32746
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (407) 333-8900
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.20 par value
(Title of Class)
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
reporting requirements for the past 90 days. Yes X No___
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the 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. |_|
State the aggregate market value of the voting stock held by
non-affiliates of the registrant. The aggregate market value shall be computed
by reference to the price at which the stock was sold, or the average bid and
asked prices of such stock, as of a specified date within 60 days prior to the
date of filing.
$128,322,036 based on the closing price on the Nasdaq Stock Market
of $13.50 as of March 21, 1997
Indicate the number of shares outstanding of each of the registrant's
classes of common stock as of the latest practicable date.
11,377,183 shares of Common Stock as of March 21, 1997
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive Proxy Statement to be filed with the
Securities and Exchange Commission (the "Commission") not later than 120 days
after the end of the fiscal year covered by this Form 10-K with respect to the
registrant's Annual Meeting of Shareholders to be held in 1997 are incorporated
by reference into Part III of this Form 10-K.
Various exhibits, as listed in Item 14 of Part IV, have been
incorporated by reference.
<PAGE>
Item 1 of Part I is hereby amended to read as follows:
PART I
ITEM 1. BUSINESS
This Annual Report on Form 10-K contains forward-looking statements
within the meaning of that term in the Private Securities Litigation Reform Act
of 1995 (Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934). Additional written or oral forward-looking
statements may be made by the Company from time to time, in filings with the
Securities Exchange Commission or otherwise. Statements contained herein that
are not historical facts are forward-looking statements made pursuant to the
safe harbor provisions referenced above. Forward-looking statements may include,
but are not limited to, projections of revenue, income or loss and capital
expenditures, statements regarding future operations, financing needs,
compliance with financial covenants in loan agreements, plans for acquisition or
sale of assets or businesses and consolidation of operations of newly acquired
businesses, and plans relating to products or services of the Company,
assessments of materiality, predictions of future events and the effects of
pending and possible litigation, as well as assumptions relating to the
foregoing. In addition, when used in this discussion, the words "anticipates,"
"believes," "estimates," "expects," "intends," "plans" and variations thereof
and similar expressions are intended to identify forward-looking statements.
Forward-looking statements are inherently subject to risks and
uncertainties, some of which cannot be predicted or quantified based on current
expectations. Consequently, future events and actual results could differ
materially from those set forth in, contemplated by, or underlying the
forward-looking statements contained in this Annual Report. Statements in this
Annual Report, particularly in "Item 1. Business", "Item 3. Legal Proceedings",
the Notes to Consolidated Financial Statements and "Item 7. Management's
Discussion and Analysis of Financial Condition and Results of Operations,"
describe certain factors, among others, that could contribute to or cause such
differences. Other factors that could contribute to or cause such differences
include, but are not limited to, unanticipated developments in any one or more
of the following areas: the receptivity of consumers to new consumer electronics
technologies, the rate and consumer acceptance of new product introductions,
competition, the number and nature of customers and their product orders,
pricing, production by exclusive third party vendors, foreign manufacturing,
sourcing and sales (including foreign government regulation, trade and
importation concerns and fluctuation in exchange rates), borrowing costs,
changes in taxes due to changes in the mix of U.S. and non-US revenue, pending
or threatened litigation, the availability of key personnel and other risks
factors which may be detailed from time to time in the Company's Securities and
Exchange Commission filings.
Readers are cautioned not to place undue reliance on any
forward-looking statements contained herein, which speak only as of the date
hereof. The Company undertakes no obligation to publicly release the result of
any revisions to these forward-looking statements that may be made to reflect
events or circumstances after the date hereof or to reflect the occurrence
of unexpected events.
OVERVIEW
Recoton Corporation, by itself and through its subsidiaries
(collectively, Recoton or the Company), is a worldwide marketer and producer of
consumer electronic products, generally for aftermarket use, primarily sold to
retailers and original equipment manufacturers. Recoton's diverse product line
includes high-fidelity loud speakers, home theater speaker systems, bookshelf
speakers, a complete line of car audio products including in-dash, CD and
cassette players, amplifiers, speakers and installation accessories and other
audio products; video game and computer products; 900 Megahertz (MHz) wireless
technology products; and other highly functional accessories for audio, car
audio, camcorder, cellular and standard telephone, home office, multimedia,
music, and video products. The Company's products are sold under the Advent(RM),
Ambico(RM), Ampersand(TM), AR(RM)/Acoustic Research(RM), Calibron(RM),
Discwasher(RM), Heco(TM), InterAct(RM), Jensen(RM), MacAudio(TM), Magnat(TM),
NHT(RM) (Now Hear This), Parsec(RM), PhaseLinear(RM), Recoton(RM),
Rembrandt(RM), Ross(RM), SoleControl(RM) SoundQuest(TM) and STD(RM) brand names,
among others.
Recoton Corporation was incorporated in New York State in 1936, and
has significantly expanded its product lines through selected acquisitions,
research efforts and product development. In August 1996 Recoton acquired
International Jensen Incorporated (Jensen), a leading marketer of home and
automotive loudspeakers; it did not acquire the original equipment manufacturing
(OEM) business of Jensen. Sales of Jensen for its fiscal year ending prior to
the acquisition, excluding the OEM business, were over $150 million. Immediately
following the acquisition, Jensen changed its name to Recoton Audio Corporation
(RAC). The Jensen acquisition followed the Company's growth into the field of
hi-fidelity, high-performance loudspeaker design and marketing started with the
formation of Recoton's Christie Design Corporation subsidiary in 1995.
In 1995, the Company significantly expanded its video and computer game
accessory business with the acquisition of STD Holding Limited, a Hong
Kong-based company (STD), and the business of its U.S. distribution arm now
operating under the name InterAct Accessories, Inc. Sales of STD and its
subsidiaries for the fiscal year prior to the acquisition were US$40 million.
Recoton's research and development activities have led to innovative
products using 900 MHz wireless technology, whose signals transmit through
walls, floors and ceilings up to 150 feet away. The 900 MHz products include
stereo headphones, amplified speakers, a portable weather-resistant
outdoor/indoor loudspeaker, microphones and universal remote controls. Among
other innovative products, Recoton has also developed the "CD20" adapter, which
allows a portable compact disc (CD) player to operate through an automobile
cassette player; the CD HydroBath(RM), a non-contact multimedia CD cleaner; and
amplified TV and AM/FM radio antennas.
INDUSTRY BACKGROUND
The consumer electronics market is large and diverse, having evolved
from phonographs, radios, home stereos and televisions to encompass a wide
variety of innovative technologies and products. These include personal
computers, CD players, camcorders, video cassette recorders (VCRs), cellular and
cordless telephones and video game systems. Some of these products (such as CD
players, camcorders and VCRs) have reached a plateau of maturity, while others
(such as cellular telephones, video game products, computer products and home
theater systems) are still growing in consumer acceptance. Advances in certain
technologies for mature products such as televisions, camcorders and telephones
are leading to new innovations such as high definition television (HDTV), flat
screen televisions, new TV delivery systems such as direct broadcast satellite
(DBS) systems and the new digital video disc (DVD) systems, which deliver
ultra-high quality pictures and stereo sound. These advances may herald a new
growth in consumer electronics as they are phased in.
The broadening and expansion of the consumer electronics market has
been due to a greater awareness of consumer electronics products and changes in
consumer tastes, lifestyles and work habits, including a growing desire to spend
more time at home, whether for relaxation or work. This trend has been seen in
the strong growth in "home theater" listening and viewing environments and
multimedia products and in the increasing popularity of telecommuting, with the
need for more sophisticated home offices.
The growth of consumer electronics over the last decade also has led to
the development of a distinct market for consumer electronics accessories and
other aftermarket enhancements. The market for these products is broad and
highly fragmented, ranging from low-end products such as audio and video cables,
cassette cleaners and phone cords, to more sophisticated products such as remote
controls, stereo headphones, amplified antennas, wireless speakers and
high-performance loudspeakers. Many of these products are necessary to maintain
and operate consumer electronics products while others are used to expand,
upgrade or enhance the functionality of particular products.
The consumer electronics retailing market, which is the primary outlet
for accessory products, is subject to intense competition among a wide variety
of retailers, such as consumer electronics superstores, department stores, mass
merchants, catalog showrooms, direct mail merchants, and office and warehouse
clubs. Competitive pressures have lead to shrinking gross margins on consumer
electronics products, leading retailers to increase their emphasis on
accessories. Although accessories typically sell at lower retail prices, the
gross profit margins realized on accessories typically are higher than on more
expensive, price sensitive, consumer electronics equipment. Additionally,
inventory costs and floor space required to display and sell accessories are
substantially less. Home and car speakers and car amplifiers typically sell at
higher profit margins than do televisions and portable audio systems.
Retailers also have found that a broad offering of accessories provides
additional services to the consumer which allow retailers to differentiate
themselves from their competitors. In addition, retailers recognize that having
accessories available can encourage add-on sales to a consumer electronics
purchase, lead to impulse purchases and encourage repeat visits by customers,
all of which provide the opportunity for selling additional consumer electronics
products and accessories.
Recoton believes that retailers are devoting more floor space each year
to accessories, enhancing their in-store accessory merchandising and spending
more on accessory advertising and promotion. Recoton believes that in order to
achieve greater purchasing and operating economies and to reduce costs,
retailers are looking for suppliers which offer a broad assortment of consumer
electronics accessories and can provide timely product availability and strong
merchandising support.
PRODUCTS
Recoton offers a broad line of over 3750 consumer electronics products
for home and automotive aftermarket use in many consumer electronics categories.
The products are offered under a number of highly recognized brand names and are
positioned, packaged and priced to appeal to virtually every level of retailer
and customer. Suggested retail prices for most of Recoton's products range from
approximately $2 to $500, while some of Recoton's audio speakers and other newer
products have suggested retail prices of up to $4,300.
Recoton aims to continually expand its product offerings to remain at
the forefront of the consumer electronics market. The Company frequently
solicits feedback from its retailers on accessories for existing products, as
well as for new consumer electronics categories. Through its research and
development capabilities and its continual efforts to identify acquisition
opportunities, Recoton believes that it is able to respond rapidly to meet new
and changing consumer demands for accessories.
The following is a detailed description (in alphabetic order) of the
Company's products; there is, however, a large degree of overlap among these
product categories:
o Antennas. A complete line of amplified and passive
indoor television and AM/FM antennas is offered under
the Recoton, Parsec and Rembrandt brand names.
Recoton believes that it has been and continues to be
an innovator in the introduction of amplified
antennas. Recoton also believes that it has one of
the leading industry positions in this market and
that this market is growing due in part to the fact
that most manufacturers have discontinued supplying
antennas with new TV sets. Recoton's amplified
antennas are ideal for use with the new DBS satellite
receiver dishes, which dishes cannot receive local TV
broadcasts.
o Audio Accessories. An extensive line of audio
accessories designed for use with stereo and monaural
systems (including home, portable and car systems), CD
players, cassette tape recorders, phonographs and radios is
offered under the Discwasher and Recoton brand names. Products
include cables and connectors, AC/DC power adapters,
inverters, intercoms, microphones, surge protection devices,
foreign voltage adapters/converters and blank audio cassettes.
o Camcorder Accessories. A comprehensive line of
camcorder accessory products is offered under the
Ambico brand name. These products include tripods,
batteries, camera bags, chargers/dischargers, cables,
dust covers, filters, lenses, lights, microphones
and monopods. The line features video transfer
systems, as well as various editing effects mixers,
video title writers, audio mixers and video
enhancers/faders.
o Car Audio Products. Various audio electronic products
for the automobile and marine aftermarket are sold
under the Advent Mobile(TM), Jensen and PhaseLinear
brand names in the United States and Magnat and
MacAudio (and certain of the U.S.) brand names in
Europe. These automotive products include speakers,
subwoofers, amplifiers, cassette receivers,
equalizers, electronic crossovers, signal processors
and CD players and changers. An exclusive line of
high quality car audio accessory products is offered
under the Ampersand, RoadGear(TM)and SoundQuest brand
names. These products include wires and cables with
gold- plated connectors, power cables, wiring and
installation kits, gold-plated battery terminals and
rings, capacitors, isolators, and assorted connectors
and adapters, as well as the "Audio Forms" in-door
speaker enclosures sold under the SoundQuest brand
name.
o Carrying and Storage Cases. A line of softsided carry
cases for CDs and audio cassettes is offered under
the Discwasher and PerfectCase(TM)brand names. The
lines include CD wallets, with capacities from 12 to
96 CDs; player/CD cases, which hold from 10 to 24 CDs
in addition to a portable CD player; CD cases, which
hold from 15 to 60 CDs; and audio cassette cases,
which have capacities from 15 to 96 cassettes. These
cases are available in many colors, designs and
fabrics and are packaged under the PerfectCase name by
Discwasher.
o CD/Audio Cassette Accessories. A broad line of CD and
audio cassette accessories is offered under the
Discwasher and Recoton brand names. These products
include cleaning and maintenance items, such as the CD
HydroBath non- contract hydrodynamic multimedia
cleaner for all types of CDs, a CD laser lens
cleaner, storage boxes, connection cables and
Recoton's proprietary CD20 adapter, which permits a
portable CD player to be played through a car,
portable or home audio cassette players.
o Cellular and Other Telephone Accessories. An
extensive line of add-on and replacement accessories
for the expanding cellular telephone market is offered
under the Recoton brand name. Products including nickel
cadmium and nickel metal-hydride batteries, battery
eliminators, travel chargers, desk-top chargers, "hands-free"
kits, extended-life kits and antennas, among other products,
compliment the cellular phones of virtually all leading
manufacturers. Numerous other telecommunications accessories
are offered under the Recoton brand name.
These products include antennas and rechargeable batteries
for cordless phones, cables, extension cords, coiled handset
cords, and "do-it-yourself" installation items, such as duplex
and triplex adapters and wall plates. Recoton's patented
Tanglefree(TM) adapter eliminates the twisting from coiled
telephone cords.
o Computer/Multi-Media Accessories. A complete computer
accessory product line is offered under the InterAct
and Recoton brand names. These products include joy
sticks and controllers, shielded computer speakers,
UL-listed surge protection devices, connection
cables, disc and disc drive cleaning products, dust
covers, copy holders, mouse and wrist pads, stands
for monitors and printers, storage cabinets, screen
filters with anti-radiation properties, paper, ribbons
and storage cases.
o Game (Video and Computer) Accessories. An expanding
line of video and computer game accessories for use
with leading game consoles made by Nintendo, Sony and
Sega and for personal computers is offered under the
InterAct and Recoton brand names. These products
include joysticks, controllers, cleaners, maintenance
kits, replacement AC power adapters switches, control
pads, lights, screen magnifiers and carry bags for
hand-held games.
o Headphones and Speakers. A full line of stereo
headphones and mini- and bookshelf-sized stereo
speakers is offered under the InterAct, Discwasher and
Recoton brand names and, in Europe, under the Ross name. Some
of these products also are sold to OEM customers. Headphone
models include earbud, lightweight, convertible, headband, and
open- and closed-earcup models. Mini and bookshelf sized
stereo speakers, in both amplified and nonamplified versions,
are offered for use with portable CD and cassette players and
computers. Some of these speakers feature graphic equalizers,
base booster circuits and battery or AC operation.
o Loudspeakers. Advanced design and technology
hi-fidelity, hi-performance stereo and home theater
loudspeaker systems are offered under the Advent,
AR/Acoustic Research, Jensen, NHT (Now Hear This), and
Recoton brand names and, in Europe, under the
MacAudio, Magnat and Heco brand names. Each of the
speaker lines is positioned to reach a different
target market. In addition, there are a wide variety
of wireless 900 MHz amplified speakers for indoor and
outdoor use, speakers for use with computer sound
cards and a wide variety of stereo speakers for CD
listening.
o 900 MHz and Other Wireless Technologies. A proprietary
line of wireless products, including patented 900 MHz
products, using 900 MHz technology and 433 MHz and
20.4 GH3 technology to transmit pictures and sound
signals from a TV, VCR, cable box, satellite box,
stereo or sound system through walls, floors and
ceilings to stereo headphones, amplified loudspeakers,
both indoor and outdoor types, or to other television
sets within 150 feet is offered under the Recoton
brand name. Recoton believes it is the leader in
developing and marketing a broad range of 900 MHz
wireless technology products such as stereo
headphones, amplified speaker systems and video
broadcast systems. These products offer performance
comparable to hard-wired systems and have been
expanded to include wireless microphones, public
address systems, a portable outdoor/indoor
weather-resistant speaker, computer speakers and home theater
speakers.
o Remote Controls. A complete line of
advanced-technology, universal remote controls for replacement
of lost or damaged remotes is offered under the SoleControl
and Recoton brand names. They allow remote operation of
televisions, VCRs and other electronic products, and are
offered with various features at different price levels.
Recoton believes that its remote controls contain the largest
code library in today's market and therefore can operate
virtually all remote-controllable manufactured products. In
1996, the Company introduced a new, advanced technology,
combination 900 MHz wireless RF (radio frequency) and IR
(infrared) universal remote control. This unique remote
control sends signals through walls, floors and ceilings to
operate remote control products in other rooms and also
functions as a standard line-of-sight remote control.
o Video Accessories. A broad line of accessories that
are used for the installation, maintenance,
interconnection and enhancement of VCRs and camcorders
is offered under the Recoton brand name. These
products include Recoton's Gold Connection(TM)line of
hookup and dubbing cables, blank VHS video tapes,
video head cleaners, video rewinders, dust covers,
connectors, splitters and storage products. Recoton
also offers many switching, dubbing, listening and
viewing accessories that can enhance the visual and
audio performance of televisions and VCRs.
CUSTOMERS AND DISTRIBUTION
Recoton seeks to provide access to its products on a global basis in as
many countries and through as many distribution channels as possible. The
Company's customers include catalog showrooms, consumer electronics retailers,
department stores, direct mail retailers, drugstore chains, mass merchants,
office and warehouse clubs and music and video chains. Recoton has a strong and
diverse customer base of more than 1,000 retail customers which the Company
believes have more than 30,000 outlets in the United States and Canada. In
addition, Recoton has over 2,000 customers for its car stereo installation
products. The Company's European customer base is similarly diverse.
Within the past few years, Recoton has expanded its presence in the
Asian, Canadian and European markets. Through its Hong Kong subsidiaries and
Recoton Japan, Recoton sells products to customers in China, Japan and other
Asian countries and, through its Hong Kong subsidiaries, it sells Asian-sourced
products to Asian and European-based OEM customers. Through its Canadian
subsidiary, Recoton markets and distributes products to Canadian retailers.
Through its German, Italian, English and Hong Kong subsidiaries, Recoton markets
and distributes audio products to European retailers and distributors. The STD
acquisition in 1995 generated significant growth in terms of Asian sourcing and
sales and the Jensen acquisition in 1996 has led to significant growth in
European sales. Recoton views its OEM and international customer base as an
important source for continued growth.
Recoton believes that its broad customer franchise provides it with
significant competitive advantages and will continue to be a source of future
growth. While some of Recoton's retail customers carry Recoton's broad product
lines, others carry only certain lines or products and are viewed by Recoton as
prospects for additional sales. The strong customer base provides a distribution
channel for new products, including products acquired through recent
acquisitions. Recoton expects to benefit as its existing retail customers open
new retail locations. As the retail consumer electronics business is highly
cost-competitive, it is normal to expect that various retailers (including
chains) will suffer economic reversals, and may cease operations. While Recoton
has lost some customers due to bankruptcy or merger, such events have not to-
date had any major adverse economic impact on the Company.
Recoton also makes significant sales of selected products to original
equipment manufacturers and via private labels to other accessory vendors which
purchase products ranging from audio, video, CD and telephone accessories to
Recoton's wireless products. The Company also engages in limited direct sales.
Although certain of Recoton's customers have contributed significantly
to Recoton's sales, no customer represented more than 10% of its sales in any of
the last three years. Historically, the Company's sales and earnings have been
higher in the second half of each year.
FOREIGN AND DOMESTIC OPERATIONS
Since 1995, foreign operations have become a more significant portion
of Recoton's business. Information with respect to Recoton's operations by
geographic area is set forth in the financial statements (see Note P of the
Notes to Financial Statements, Item 8 below). Export sales from Recoton
Corporation and its domestic subsidiaries were less than 10% of consolidated
sales in each of the three years ended December 31, 1994, 1995 and 1996.
SALES, MARKETING AND CUSTOMER SUPPORT
Recoton's marketing strategy is to develop strong relationships with a
broad array of customers. Recoton seeks to establish partnership relationships
with its retail customers by offering "one-stop shopping" for its products, so
as to better attract and support retailers who are consolidating their vendor
relationships to achieve greater purchasing and operating economies, and by
offering extensive marketing, inventory management and customer support
services, including the following:
o Consumer Support Programs. The Company offers toll-free "hot
lines" staffed by trained, product-knowledgeable people who
provide instructions and setup and other information for all
Recoton products. They also handle "money back" guarantees and
"repair or replace" warranties on certain products.
o Distinctive Packaging. The Company's packaging approach is to
offer modern, easy to understand, color-coded packages
designed to attract consumer attention, increase brand
awareness and provide detailed product information.
o Drop Shipping. The Company provides retailers
"just-in-time" inventory management through immediate
delivery to multiple retail locations.
o Electronic Data Interchange. The Company has established
computer-based systems to enable customers to send orders,
track shipping, receive invoices and make payment by computer,
thereby expediting the ordering and payment process, lessening
errors of transcription and reducing personnel costs.
o Extensive Product Promotion. Promotional efforts
include in-store merchandising, advertising and
elaborate product displays for all product lines.
o In-Store Inventory Management. Through detailing, the
Company periodically counts restocks and fills
in-store accessory displays.
o Pre-Ticketing Services. Recoton places its customers'
price stickers on items prior to shipment from price
lists provided by retail customers.
o Product Display Designs. The Company provides
retailers with a computerized color picture of their
individual in-store accessory layout, called
planograms, to help them maximize display and sales.
The planograms depict how the actual merchandise will
look on-site, fully stocked, and are accompanied by a
detailed report with each item's cost, suggested
retail price, anticipated turns and resulting
projected revenue and profit.
Retailers can work with Recoton's sales staff or utilize Recoton's
modern, high visibility color catalogs to choose either a wide assortment of
products, a limited number of "best seller" items or any other combination as
desired. Recoton also offers pre-selected assortments of accessories based on
the national movement of its products. Most of Recoton's smaller accessory
products are supplied in attractive blister packs designed to be displayed in
hang-tag fashion on five-row pegboards or slat boards, typically ranging from 2
to 24 feet wide.
Recoton further supports its products by advertising in leading trade
and consumer publications, participating in trade shows and engaging in a wide
variety of regional promotions and sales incentive programs. Recoton's
promotional efforts have included television advertisements and Sunday newspaper
advertising supplements devoted exclusively to its products.
Recoton's products are marketed throughout the United States, Canada,
Europe and internationally in a number of foreign countries by Recoton's
employed sales executives and regional managers and independent sales
representative organizations. Recoton compensates its independent sales
representatives on a commission basis. Regional sales staff personnel work in
the field with Recoton's customers and independent sales representative
organizations.
The Company has no significant backlog orders.
ACQUISITIONS
STRATEGY AND OVERVIEW
A significant part of Recoton's growth strategy has been to expand
through acquisitions. Through 12 acquisitions since 1989, Recoton has obtained
new products and technologies, strengthened its new product offerings, increased
its manufacturing capacity, enhanced overseas distribution capabilities and
broadened its customer base. Recoton seeks to maximize the benefit of each
acquisition by reducing the overhead, manufacturing, sourcing, packaging,
distribution, sales and advertising expenses of the acquired business through
consolidation and coordination. While there may be certain duplications of
expenses immediately following an acquisition, Recoton believes that cost
savings will result from the introduction of efficiencies of scale, thereby
making Recoton and its products more competitive.
ACQUISITION HISTORY
Since 1989, Recoton has acquired all or selected assets or product
lines of, or merged with, the following companies:
YEAR COMPANY PRINCIPAL PRODUCT LINES
1997 Tambalan Limited Headphones and other
consumer products sold
under the Ross name in
the UK and other countries
in the European Union
1996 Heco GMBH Home speakers
1996 International Loudspeakers and other
Jensen audio products for home
Incorporated and and automotive aftermarket
subsidiaries use
1995 STD Holding Video and computer game
Limited joysticks, controllers
and subsidiaries and accessories marketed
primarily under the trade
name InterAct and other
names
1995 Ampco Industries, Products for car stereo
Inc., d/b/a installation operations
Ampersand
1994 Sound Quest, Inc. Car stereo installation
and accessory products
1994 Infrared Research Universal remote controls
Laboratories, Inc. marketed under the trade
name SoleControl
1992 Ambico, Inc. Camcorder and video
accessories
1991 Discwasher Inc. Consumer electronics
maintenance products
1991 Parsec Delaware AM/FM radio and TV antennas
Ltd.
1989 All Channel Indoor television antennas
Products Inc. marketed under the trade
name Rembrandt
1989 Calibron, Inc. Stereo headphones and
consumer electronics
accessories
JENSEN ACQUISITION
On August 28, 1996, a Recoton subsidiary merged with International
Jensen Incorporated, a Delaware corporation. The Company did not acquire
Jensen's original equipment manufacturing (OEM) business, however. Jensen was
renamed Recoton Audio Corporation (Recoton Audio or RAC). Recoton Audio,
directly and through its U.S. and foreign subsidiaries, is an international
designer, assembler and marketer of home and car stereo loudspeakers, car stereo
players and amplifiers sold under the Advent, Jensen, PhaseLinear, and NHT (Now
Hear This) and in Europe, Mac Audio and Magnat brand names. Its sales for the
last fiscal year prior to the acquisition, excluding the sales by the OEM
business, were over $150 million. The Company also acquired the AR/Acoustic
Research trademarks in the transaction, which marks previously had been licensed
by Jensen to the Company.
The shareholders of Jensen other than Robert G. Shaw, the former
Chairman of the Board, President and Chief Executive Officer of Jensen (and the
current President and a director of RAC), and William Blair Leverage Fund, L.P.
(WBLCF) received $11.00 in cash for each Jensen share held by them and Mr. Shaw
and WBLCF received $8.90 in cash for each Jensen share. The aggregate merger
consideration paid to the Jensen stockholders was approximately $55.6 million.
Jensen had approximately $34 million in notes and loans payable immediately
after the merger.
Bridge financing for the acquisition and related costs in the
approximate amount of $60 million was provided by The Chase Manhattan Bank and
other lenders party to a credit facility in the initial amount of $120 million.
Such facility was also used to repay certain existing indebtedness of Recoton
and Jensen, and can be used to provide working capital, for letters of credit
and, within certain limits, for financing additional acquisitions. In January
1997, the Company privately placed $75 million in senior notes and used the
proceeds to refinance that portion of the facility previously used for the
Jensen acquisition and for other corporate purposes.
Recoton Audio's speaker assembly operations are in Benicia, California;
its research and development and warehousing operations are in Schiller Park,
Illinois; and its corporate headquarters is currently in Lincolnshire, Illinois.
Recoton plans to close the Lincolnshire office and move most of RAC's corporate
operations to Florida in late 1997. Recoton Audio's subsidiaries have operations
in Germany, Italy, the United Kingdom and Japan. The operations of the Magnat
and Mac Audio subsidiaries in Germany were consolidated in late 1996.
The merger was preceded by the sale of Jensen's OEM business, including
its component manufacturing facilities, to IJI Acquisition Corp. (IJI
Acquisition) and the sale of the OEM business receivables to Harris Trust and
Savings Bank, both sales yielding an aggregate of approximately $18.5 million
(after final balance sheet adjustments), with IJI Acquisition also assuming
related debt and liabilities. IJI Acquisition was renamed International Jensen
Incorporated after the acquisition of Jensen by the Company. IJI Acquisition's
sole stockholder is Robert G. Shaw. Mr. Shaw is also President and a director of
RAC and, after the merger, was elected to the Board of Recoton.
Recoton Audio and IJI Acquisition are parties to a number of
agreements, including a Management Services Agreement, a Supply and Services
Agreement, a Shared Facilities Agreement, a Non-Competition Agreement and a
License Agreement. Pursuant to the Management Services Agreement, which has an
initial term of one year and is automatically renewed unless otherwise
terminated, Mr. Shaw and certain other employees of the Company are authorized
to perform various managerial and administrative services for IJI Acquisition
during the course of their employment by the Company, for which IJI Acquisition
pays Recoton a fee. The Supply and Services Agreement provides for IJI
Acquisition to supply Recoton Audio's requirements for certain products and
services for a term of twelve months. The Shared Facilities Agreement governs
the use of facilities in Schiller Park and Lincolnshire, Illinois leased by
Recoton Audio but also used by IJI Acquisition; such agreement may be terminated
by Recoton Audio or IJI Acquisition at any time on six-month's notice after
February 1997. The Non-Competition Agreement provides that Recoton Audio and IJI
Acquisition each will not compete in certain areas of each other's business,
with certain exceptions. Pursuant to the License Agreement, Recoton Audio has
granted IJI Acquisition a ten-year, world-wide royalty- bearing license to use
the trademarks of Recoton Audio in OEM business applications in the automotive,
truck, recreation vehicle, aircraft or other motorized vehicle markets.
HECO AND TAMBALAN ACQUISITIONS
A significant component of the business acquired through the merger
with Jensen was its European sales operations. Recoton has expanded the RAC
presence in the European Union through two recent acquisitions. In late 1996
Recoton acquired the Heco brand of home speakers through a purchase of selected
assets from the receiver in bankruptcy of Heco GmbH. These assets included
trademarks, intellectual property, inventory, tools, office equipment and
selected other assets, as well as the right to use a manufacturing facility in
eastern Germany through June 1997. The purchase price, including closing costs,
was approximately $1.3 million. During its last year of operations prior to the
acquisition, Heco's sales were approximately $12.2 million.
In February 1997, Recoton acquired the stock of Tambalan Limited, a
United Kingdom corporation trading under the name Ross Consumer Products
(Tambalan). Tambalan sells headphones and other consumer products under the name
"Ross" in the United Kingdom and other European Union countries and, through its
Hong Kong operations, to various Pacific area markets. The purchase price,
exclusive of closing costs, was approximately $285,000; at the time of the
closing, Tambalan had notes and loans payable of approximately $2.9 million. The
annual sales of Tambalan were approximately US $ 8 million in its last fiscal
year prior to the acquisition.
RESEARCH AND DEVELOPMENT
Recoton maintains research and development facilities at its Florida,
California, Illinois and Hong Kong locations and in addition utilizes selected
outside engineering arrangements. In conjunction with its agents, customers and
contract manufacturers, Recoton continuously reviews its product line and
identifies, develops and introduces new products for growing areas of consumer
demand. Recoton seeks to develop innovative products to achieve attractive
margins and to expand Recoton's brand name recognition.
Through its product development efforts, Recoton has been able to
establish new retail accounts, enhance existing customer relationships, attract
a growing base of consumer electronics companies as OEM customers and
differentiate itself from its competitors. Recoton has recently expanded its
engineering department to increase its in-house development capabilities.
Recoton has focused much of its R&D efforts on developing new and
advanced audio and video products based on its 900 MHz wireless technology.
Wireless products which Recoton has brought to market include a home theater
speaker system, stereo headphones, amplified indoor stereo speakers, a portable
weather-resistant outdoor speaker, microphones, a public address system, a
computer speaker system, a combination radio frequency/infrared (RF/IR) remote
control and a wireless monitoring system.
Additional products in development include new advanced 900 MHz
headphones and speakers, a wireless 2.4 GHz transmission system permitting
Recoton to offer its wireless audio and video products on a worldwide basis, and
a spread-spectrum transmission system for wireless audio and video that provides
low-interference, longer- distance, high-end CD-quality performance for wireless
audio, video and security video products. The Company is in the process of
redesigning the speaker lines sold under the Jensen and Advent brands and adding
models to the AR/Acoustic Research line of speakers. InterAct will begin
manufacturing a line of surge protectors in the second half of 1997 which
contain unique child safety features. In development are additions to InterAct's
line of joysticks and controllers for use with Nintendo 64 bit consoles.
In 1994, 1995 and 1996, Recoton's expenditures for research and
development were approximately $942,000, $1,608,000 and $2,897,000 respectively,
and for product and packaging design were approximately $699,000, $1,214,000 and
$1,331,000 respectively. The growth in R&D expenditures is primarily reflective
of the acquisition and growth of the STD business and, to a lesser degree, the
growth of the speaker business through Christie Design and Recoton Audio.
PRODUCTION
Recoton's strategy is to produce high-quality low-cost consumer
electronics products for its retail and OEM customers.
Recoton utilizes third-party manufacturers, primarily in China, Hong
Kong and Taiwan, for a majority of its products or components of such products.
Components for loudspeakers and certain other car audio products, however, are
currently sourced in the United States from IJI Acquisition but it is
anticipated that these products may also be re-sourced to Asian vendors in the
future. The Company's vendors are required to produce products in accordance
with strict specifications and quality control standards set by Recoton, in
either finished form or as components, for assembly at Recoton's Florida or
California facilities.
Operations at Recoton's Lake Mary, Florida facilities include molding,
hot stamping, bottle filling, silk screening, packaging and electronics
assembly. Operations conducted at the NHT and Christie Design facilities in
California include molding, packaging and home speaker assembly, as well as
manufacturing of speakers sold under the NHT and AR/Acoustic Research brands and
speakers for the Company's OEM customers. Operations conducted at the Heco
facility in Germany include home speaker assembly.
The Company's facilities in the People's Republic of China are used
primarily to manufacture video game and computer accessories sold under the
InterAct brand but are also used to manufacture other Recoton products.
Recoton's in-house capabilities have been a major strength in obtaining and
increasing its OEM business.
Recoton coordinates most of its offshore sourcing for the North
American market with its buying agents. These agents coordinate information
flows with Recoton's suppliers, provide translation services, facilitate
financing, conduct quality control inspections and oversee shipping. Recoton's
high volume allows it to consolidate shipments and ship frequently, thereby
obtaining preferential shipping rates and lowering costs. It has been necessary,
however, from time to time to utilize more expensive air shipments in order to
meet customers' time sensitive needs. Recoton's Hong Kong subsidiaries
coordinate sourcing and shipping to customers located in Asia, Europe and
Australia.
Recoton generally uses standard parts and components which can be
purchased from multiple sources, although in certain instances a business
decision is made to source certain products from a single supplier. Recoton's
wireless products are among the products currently sourced from one vendor,
which in turn subcontracts component manufacturing to other sources. While the
loss of any single-source vendor could have a short-term adverse impact on the
manufacturing and shipping of products if inventory levels were depleted,
Recoton does not believe that the loss of any single vendor would have a
long-term adverse effect. Recoton's policy of maintaining substantial inventory
helps to lessen the risks of off-shore manufacturing. Recoton also maintains
additional inventory of long-lead-time items and continually evaluates
alternative supply sources.
COMPETITION
The consumer electronics market is highly fragmented and subject to
intense competition. Recoton's competitors include (i) various companies which
offer broad lines of consumer electronics products; (ii) other companies which
offer certain product lines; and (iii) manufacturers of brand name consumer
electronics hardware. Specific competitors include Zenith, Philips, Thomson/RCA
and Sony with respect to various accessories; Bose, Boston Acoustics, Infinity,
JBL and Polk with respect to home speakers; and Kenwood, Panasonic, Pioneer and
Sony with respect to automotive aftermarket audio products. Certain of Recoton's
existing or potential competitors have greater financial, technical, marketing
or manufacturing resources and may develop new products that are superior to
those of Recoton.
Recoton competes primarily on the basis of product variety and quality,
customer service and support, product reliability, company and brand name
reputation, ability to meet customer delivery needs, price, product features and
the proprietary nature of certain products. Recoton believes that it competes
favorably with respect to these factors.
TRADEMARKS AND PATENTS
Recoton believes that it has established a high level of brand name
recognition with its retailers and their customers. Recoton sells products under
the Advent(RM), Ambico(RM), Ampersand(TM), AR(RM)/Acoustic Research(RM),
Calibron(RM), Discwasher(RM), InterAct(TM), Jensen(RM), NHT(RM) (Now Hear This),
Parsec(RM), PhaseLinear(RM), Recoton(RM), Rembrandt(RM), Sole Control(RM),
SoundQuest(TM) and STD(RM) brand names, among others . It also sells products
overseas under the Heco(TM), Magnat(TM), MacAudio(TM) and Ross(TM) names, among
others, in addition to sales under certain brand names used in the United
States. Recoton also has over 50 additional United States registered trademarks
for a variety of its individual products, as well as similar or additional marks
overseas. As a result of its own product development, recent acquisitions and
exclusive licenses, Recoton has over 25 United States patents, including patents
on its 900 MHz wireless products, non-contact hydrodynamic multimedia compact
disc cleaning product, CD-to-cassette adapter, video synchronizing separator,
cassette head demagnetizer, cassette head cleaner, antennas and an adapter to
eliminate tangles in coiled telephone cords.
Recoton licenses certain of its proprietary rights for use in products
manufactured by others. Recoton on occasion receives communications from others
asserting that certain of Recoton's products may be covered by such parties'
patent or intellectual property rights. Recoton believes that its products do
not infringe on the intellectual property rights of any third parties.
EMPLOYEES
At December 31, 1996, Recoton had approximately 2,500 employees
worldwide, of which approximately 1,130 reside in the United States or Canada,
approximately 1,250 reside in Hong Kong, the People's Republic of China or Japan
and approximately 120 reside in Germany, Italy or England. The number of
employees in the People's Republic of China fluctuates significantly on a
seasonal basis. Of such U.S. or Canadian employees, approximately 95 were
engaged in sales and marketing, 30 in engineering, research and development, 775
in operations, manufacturing and warehousing and 230 in management, support
services and administration. Approximately 600 employees at Recoton's Lake Mary,
Florida premises are covered by a collective bargaining agreement with the Glass
Molders, Pottery, Plastics & Allied Workers International Union, which runs
through August 3, 1999. Recoton considers its employee relations to be good.
DIRECTORS AND EXECUTIVE OFFICERS OF RECOTON
The following table sets forth the names, ages and positions of the
directors and executive officers of the Company as of December 31, 1996:
NAME AGE POSITION
Robert L. Borchardt 59 Director; President, Co-Chairman
of the Board, Chief Executive
Officer
Herbert H. Borchardt 90 Director; Co-Chairman of the
Board
Stuart Mont 56 Director; Chief Operating Officer,
Chief Financial Officer,
Executive Vice President-Operations,
Secretary
Peter Wish 61 Director; Executive Vice
President-Administration
Peter E. Dayton 60 Senior Vice President-National
Sales
Terrence O'Flynn 52 Senior Vice President-OEM Sales
Dennis Wherry 52 Senior Vice President-Operations
Craig W. Dykes 38 Vice President-Information Systems
Peter M. Ildau 59 Vice President-Corporate
Communications
Joseph H. Massot 52 Director; Vice President,
Treasurer, Principal Accounting
Officer, Assistant Secretary
William T. McGreevy 53 Vice President-Engineering
Richard D. Miller 35 Vice President-Compliance
Kevin J. Murphy 46 Vice President-Marketing
Robert G. Shaw 56 Director; Vice President; President
of Recoton Audio Corporation
George Calvi 46 Director
Paul Feffer 75 Director
Irwin S. Friedman 63 Director
Joseph M. Idy 56 Director
Ronald E. McPherson 67 Director
Robert L. Borchardt has served as a director of Recoton since 1964, as
President since 1976, as Co-Chairman since 1992, as Co-Chief Executive Officer
from 1992 until 1996 and as Chief Executive Officer since 1996. He was a Vice
President from 1964 until 1969, Executive Vice President from 1969 until 1976
and Treasurer from 1969 until 1975. He started working for the Company in 1961.
He is Chairman of the Board of Directors and on the Executive Board of the
Consumer Electronic Manufacturing Association (CEMA), a division of the
Electronics Industries Association, is on the Board of Governors of the
Electronic Industries Association and is a trustee of the Electronics Industries
Foundation. Robert Borchardt is Herbert Borchardt's son.
Herbert H. Borchardt has served as a director of Recoton since 1945
and as Co-Chairman since 1992 and as Co-Chief Executive Officer from 1992 until
1996. He served as Executive Vice President from 1945 until 1952, as President
from 1952 until 1976 and as Chairman from 1976 until 1992.
Stuart Mont has served as a director of Recoton since 1975 and as Chief
Operating Officer since December 1993. He has also served as Chief Financial
Officer since June 1992, as Secretary since February 1989 and as Executive Vice
President-Operations since 1992. He served as a Vice President from 1978 until
February 1989, as Treasurer from 1975 until 1989 and as Senior Vice President
from February 1989 until 1992. He was elected President of Recoton Canada Ltd.
in 1992.
Peter Wish has served as a director of Recoton since 1969 and as
Executive Vice President-Administration since 1992. He served as Vice President
from 1969 until 1976 and as Executive Vice President from 1976 until 1992.
Peter E. Dayton has served as Senior Vice President-National Sales
since December 1993. He served as Vice President-Sales from 1989 until 1993, as
National Sales Manager from January 1987 to 1989 and as National Account Sales
Manager from 1982 until 1987.
Terrence O'Flynn has served as Senior Vice President-OEM Sales since
January 1996. He was Senior Vice President-Marketing from June 1994 until June
1996. Prior thereto, he was Director of Marketing of the Ladies Professional
Golf Association from 1993 to 1996, President and a member of the Board of
Directors of Mitsubishi Electronics America - Consumer Products Group from 1990
to 1993 and, prior thereto, Executive Vice President of Mitsubishi Electronics
America - Consumer Products Group.
Dennis Wherry has served as Senior Vice President-Operations since
December 1993. He served as Senior Vice President-Operations of the Calibron
Division from 1991 until December 1993. He was President of Calibron, Inc. from
1985 until its assets were acquired by the Company in 1989. Between 1989 and
1991, he was an employee of the Company responsible for Florida operations.
Craig W. Dykes has served as Vice President-Information Systems since
January 1991. He served as Assistant Vice President from 1989 until 1991 and as
Director of Information Systems from 1987 until 1989. He was elected a Vice
President of Recoton Canada Ltd. in 1994.
Peter M. Ildau has served as Vice President-Corporate Communications
since December 1993. Between December 1991 and December 1993 he was Vice
President-Advertising and from October 1990 until December 1991 he was Director
of Marketing.
Joseph H. Massot has served as a director of Recoton since 1985, as
Principal Accounting Officer, Vice President and Treasurer since 1989 and as
Assistant Secretary since 1983. He served as Recoton's Controller and Assistant
Treasurer from 1978
until 1989.
William T. McGreevy has served as Vice President-Engineering since
December 1991. From September 1989 to December 1991 he was Director of
Engineering.
Richard D. Miller has served as Vice President-Compliance since
December 1995. From January 1995 until December 1995 he was Recoton's Compliance
Officer. Prior thereto, he was a Trade Specialist (April 1992-January 1995) and
Import Specialist (January 1989-April 1992) with the U.S. Customs Service.
Kevin J. Murphy has served as Vice President-Marketing since June
1996. He served as Vice President-Purchasing from January 1991 to June 1996, as
Director of Purchasing from 1988 until 1991, as Assistant Vice President from
February 1989 until 1991 and as Regional Sales Manager from 1980 until 1988.
Robert G. Shaw has served as a director of Recoton and a Vice President
of Recoton since August 1996. He has been President and a director of Jensen/RAC
since 1984 and was Chairman of the Board of Jensen from 1984 until August 1996,
when Jensen was acquired by Recoton. RAC was acquired by the Company in August
1996. He has been President, a Director and the sole stockholder of
International Jensen Incorporated (f/k/a IJI Acquisition Corp.) since January
1996. RAC sold its original equipment manufacturing business to IJI at the time
of RAC's acquisition by the Company. Mr. Shaw is also a director of Gibraltar
Packaging Group, Inc., a manufacturer and marketer of printed paperboard
packaging, and a trustee of Beloit College.
George Calvi has served as a director of Recoton since 1984. He was
Executive Vice President-Sales and Marketing of the Company from 1992 until
1996, Senior Vice President- Sales and Marketing from 1988 until 1992 and Vice
President from 1978 until 1988.
Paul Feffer has served as a director of Recoton since June 1996. He has
been Chairman of Feffer Consulting Co., Inc., an international media consulting
firm, since 1991 and a consultant to Merck & Company's publishing division. He
founded Feffer and Simons Inc. in 1955, which was sold to Doubleday & Co. in
1962 (where he remained as President of the subsidiary Feffer and Simons until
1986) and was Chairman of Baker & Taylor International, a subsidiary of W. R.
Grace & Co., from 1987 until 1991. Feffer & Simons and Baker & Taylor
specialized in international publishing and book and magazine distribution and
development of overseas markets for U.S. publishers.
Irwin S. Friedman has served as a director of Recoton since 1982. He
has been President, Chief Executive Officer and principal shareholder of I.
Friedman Equities, Inc., a corporate financial consulting firm, for more than
five years.
Joseph M. Idy has served as a director of Recoton since 1990. He has
been a stockbroker and money manager at PaineWebber Inc. for more than fifteen
years and Senior Vice President of PaineWebber Inc. since 1989.
Ronald E. McPherson has served as a director of Recoton since 1969.
Until his retirement in 1989, he served as Secretary of the Company from 1964
and as Vice President of the Company from 1978.
<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 Amendment No. 1 to the
Registrant's Annual Report on Form 10-K to be signed on its behalf by the
undersigned, thereunto duly authorized.
RECOTON CORPORATION
BY: /s/ Joseph Massot
Joseph Massot, Vice President
Dated: April 15, 1997
