AMX CORP
10-Q, 1997-08-14
ELECTRONIC COMPONENTS & ACCESSORIES
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<PAGE>

                      Securities and Exchange Commission
                           Washington, D.C.  20549
                                       

                                  FORM 10-Q
                                       

   [X]  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
                             Exchange Act of 1934
                 For the Quarterly Period Ended June 30, 1997
                                       
                                      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  0-26924
                                       


                               AMX CORPORATION
            (Exact name of registrant as specified in its charter)
                                       

         TEXAS                                     75-1815822
(State of Incorporation)              (I.R.S. Employer Identification No.)

       11995 FORESTGATE DRIVE
       DALLAS, TEXAS                                 75243
(Address of principal executive offices)           (Zip Code)

                                       
     REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:  (972)  644-3048
                                       
Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 
1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.    Yes [X]    No [   ]

COMMON STOCK, $0.01 PAR VALUE                        7,830,226
    (Title of Each Class)        (Number of Shares Outstanding at July 31, 1997)

                                       

<PAGE>
                                       
                              AMX CORPORATION
                                  FORM 10-Q
                FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1997
                                    INDEX
                                       
                                                                         PAGE
                                                                        NUMBER
PART I.  FINANCIAL INFORMATION
Item 1.  Consolidated Balance Sheets at June 30, 1997 and March 31, 1997. . . 2

         Consolidated Statements of Operations for the Three Months Ended 
         June 30, 1997 and 1996 . . . . . . . . . . . . . . . . . . . . . . . 4

         Consolidated Statements of Cash Flows for the Three Months ended 
         June 30, 1997 and 1996 . . . . . . . . . . . . . . . . . . . . . . . 5

         Notes to Consolidated Financial Statements . . . . . . . . . . . . . 6

Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations. . . . . . . . . . . . . . . . . . . . . . . . 9

PART 2.  OTHER INFORMATION

Item 1.  Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . .15

Item 6.  Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . .15

         SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16

                                       

<PAGE>
                                       
                                AMX CORPORATION
                          CONSOLIDATED BALANCE SHEETS

           (In thousands, except for share and per share amounts)
                                       
                                                 June 30, 1997    March 31, 1997
                                                 -------------    --------------
                                    ASSETS

Current assets:
   Cash and cash equivalents                       $     658       $   2,092
   Receivables - trade and other; less allowance 
      for doubtful accounts of $103 at June 30,
      1997 and $94 at March 31, 1997                   6,763           6,670 
   Inventories                                         6,865           4,960 
   Prepaid expenses                                      475             472 
   Deferred income tax                                    98              98 
   Income taxes recoverable                              351              42 
                                                   ---------       --------- 
Total current assets                                  15,210          14,334 

Property and equipment, at cost, net                   3,941           4,030 

Capitalized software                                     318             376 

Deposits and other                                       731             802 

Deferred income tax                                        6               6 

Goodwill, net                                            187             193 
                                                   ---------       --------- 

Total assets                                       $  20,393       $  19,741 
                                                   ---------       --------- 
                                                   ---------       --------- 

See accompanying notes.

                                       

<PAGE>
                                       
                               AMX CORPORATION
                    CONSOLIDATED BALANCE SHEETS (CONTINUED)

           (In thousands, except for share and per share amounts)
                                       
                                                 June 30, 1997    March 31, 1997
                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
   Accounts payable                                 $  3,955        $  3,259 
   Accrued compensation                                  986           1,035 
   Accrued sales commission                              601             437 
   Reserve for litigation                                  -             750 
   Accrued dealer incentives                             266             284 
   Other accrued expenses                                208             199 
   Line of credit and notes payable                    1,007             188 
                                                   ---------       --------- 
Total current liabilities                              7,023           6,152 
                                                                             
Long-term debt                                            83              92 
                                                                             
Minority interest in subsidiary                        1,501           1,501 


Shareholders' equity:
   Common stock, $.01 par value:
      Authorized shares - 40,000,000 
      Issued shares - 7,832,791 at June 30, 1997
         and at March 31, 1997                            78              78 
   Additional paid-in capital                          1,827           1,827 
   Retained earnings                                   9,928          10,138 
   Less common treasury stock  of 5,208 shares           (47)            (47)
                                                   ---------       --------- 
Total shareholders' equity                            11,786          11,996 
                                                   ---------       --------- 

Total liabilities and shareholders' equity         $  20,393       $  19,741 
                                                   ---------       --------- 
                                                   ---------       --------- 

See accompanying notes.

                                       

<PAGE>
                                       
                               AMX CORPORATION
                    CONSOLIDATED STATEMENTS OF OPERATIONS

          (In thousands, except for share and per share amounts)

                                                        Three Months Ended
                                                             June 30,
                                                     ------------------------
                                                        1997           1996  
                                                     ---------      ---------
System sales                                         $  12,049      $  7,625 
OEM and custom product sales                               985           586 
                                                     ---------      ---------
     Net sales                                          13,034         8,211 
                                                                             
Cost of sales                                            5,777         3,417 
                                                     ---------      ---------
Gross profit                                             7,257         4,794 
                                                                             
Selling and marketing expenses                           5,548         3,312 
Acquired research and development                           --         1,230 
Research and development expenses                        1,037           754 
General and administrative expenses                      1,043           692 
                                                     ---------      ---------
Operating loss                                            (371)       (1,194)
Interest expense                                            10             5 
Other income                                                29            72 
                                                     ---------      ---------
Loss before income taxes                                  (352)       (1,127)
Income tax benefit                                        (142)         (582)
                                                     ---------      ---------
Net loss                                               $  (210)      $  (545)
                                                     ---------      ---------
                                                     ---------      ---------
                                                                             
Loss per common share                                 $  (0.03)      $ (0.07)
                                                     ---------      ---------
                                                     ---------      ---------
                                                                             
Common and common equivalent                                                 
     shares outstanding                              7,827,583     7,656,359 
                                                     ---------      ---------
                                                     ---------      ---------

See accompanying notes.

                                       

<PAGE>
                                       
                               AMX CORPORATION
                    CONSOLIDATED STATEMENTS OF CASH FLOWS

                                (In thousands)

                                                        Three Months Ended
                                                             June 30,
                                                     ------------------------
                                                        1997           1996  
                                                     ---------      ---------
OPERATING ACTIVITIES
Net loss                                              $  (210)        $  (545)
Adjustments to reconcile net loss to net cash                                 
   used in operating activities:                                              
      Depreciation and amortization                       516             184 
      Acquired research and development                    --             980 
      Provision for losses on receivables                   9             (34)
      Provision for inventory obsolescence                  3               9 
      Changes in operating assets and liabilities:                            
         Receivables                                     (102)           (108)
         Inventories                                   (1,907)            338 
         Prepaid expenses                                  (3)             68 
         Other current assets                              --              10 
         Accounts payable                                 696             (21)
         Accrued expenses                                (644)           (408)
         Income taxes recoverable/payable                (309)           (700)
                                                     ---------      ---------
Net cash used in operating activities                  (1,951)           (227)
                                                                              
INVESTING ACTIVITIES                                                          
Purchases of property and equipment                      (293)           (525)
Investment in capitalized software                         --              (8)
Payment to former owner of AudioEase                       --            (180)
Increase in other assets                                   --            (190)
                                                     ---------      ---------
Net cash used in investing activities                    (293)           (903)
                                                                              
FINANCING ACTIVITIES                                                          
Exercise of stock options                                  --              64 
Purchase of treasury stock                                 --             (47)
Disqualifying disposition of stock options                 --              44 
Net increase in line of credit                            850              -- 
Proceeds from long-term debt                               --             125 
Repayments on long-term debt                              (39)           (105)
                                                     ---------      ---------
Net cash provided by financing activities                 811              81 
Effect of exchange rate changes on cash                    (1)              2 
                                                     ---------      ---------
Net decrease in cash and cash equivalents              (1,434)         (1,047)
Cash and cash equivalents at beginning of period        2,092           4,859 
                                                     ---------      ---------
Cash and cash equivalents at end of period             $  658        $  3,812 
                                                     ---------      ---------
                                                     ---------      ---------

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES

Issuance of AMX common stock in connection with
     AudioEase acquisition                              $  --       $  1,500 
                                                     ---------      ---------
                                                     ---------      ---------

See accompanying notes.

                                       

<PAGE>
                                       
                               AMX CORPORATION
                  Notes to Consolidated Financial Statements

1.  Basis of Presentation

The accompanying condensed consolidated financial statements, which should be 
read in conjunction with the consolidated financial statements and footnotes 
included in the Company's Annual Report on Form 10-K for the fiscal year 
ended March 31, 1997, are unaudited (except for the March 31, 1997 
consolidated balance sheet, which was derived from the Company's audited 
financial statements), but have been prepared in accordance with generally 
accepted accounting principles for interim financial information.  
Accordingly, they do not include all of the information and footnotes 
required by generally accepted accounting principles for complete financial 
statements.  In the opinion of management, all adjustments (consisting only 
of normal recurring adjustments) considered necessary for a fair presentation 
have been included.

Operating results for the three months ended June 30, 1997 are not 
necessarily indicative of the results that may be expected for the entire 
year ending March 31, 1998.

2.  Earnings Per Share

Earnings per share is based on the weighted average number of common and 
common equivalent shares outstanding including the effect, if any, of options 
and warrants.

In February 1997, the Financial Accounting Standards Board issued Statement 
No. 128 (FAS 128), "Earnings Per Share," which is effective for financial 
statements for periods after December 15, 1997.  Early adoption of the new 
standard is not permitted.  The new standard eliminates primary and fully 
diluted earnings per share and requires presentation of basic and diluted 
earnings per share together with disclosure of how the per share amounts were 
computed.  The impact of this change is expected to be immaterial.

3.  Inventories

The components of inventories are as follows:

                                              June 30, 1997    March 31, 1997
                                              -------------    --------------
Raw materials                                    $2,753,305        $2,512,648
Work in progress                                    908,590           446,976
Finished goods                                    3,272,147         2,060,869
Less reserve for obsolescence                       (69,302)          (60,302)
                                              -------------    --------------
Total                                            $6,864,740        $4,960,191
                                              -------------    --------------
                                              -------------    --------------

                                       

<PAGE>

Subsequent Event

On July 7, 1997, the Company acquired 7,322 shares, representing 29% of the 
common stock, of its subsidiary PHAST Corporation from the Company's 
chairman, Scott D. Miller for $25,000 in a cash transaction.  The Company had 
held 51% of the stock of PHAST prior to the purchase.  In August  1996, Mr. 
Miller acquired 14,750 shares of preferred stock of PHAST for an aggregate 
purchase price of $1,475,000 and acquired 7,322 shares of the common stock of 
PHAST for an aggregate purchase price of $25,000.  In connection therewith, 
in March 1997, Mr. Miller granted an option to the Company, commencing on 
April 1, 1997, and expiring on March 31, 1998, to acquire all of Mr. Miller's 
preferred and common stock in PHAST for an aggregate price of $2.5 million, 
subject to an independent appraisal of at least an equal value.

The Company also granted Mr. Miller the right to require the Company to 
purchase his 14,750 shares of preferred stock in PHAST for a per share 
purchase price of $100 (which is the liquidation preference of the preferred 
stock), or an aggregate purchase price of $1,475,000, plus accrued but unpaid 
dividends, at any time from April 1, 1998 through March 31, 1999.  In 
connection therewith, the option granted to the Company in March 1997 to 
purchase such preferred stock from Mr. Miller was terminated. 

<PAGE>

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 
          CONDITION AND RESULTS OF OPERATIONS

     The following discussion and analysis should be read in conjunction with 
the Consolidated Financial Statements and Notes thereto included in the 
Company's 1997 Annual Report on Form 10-K.  The Company believes that all 
necessary adjustments (consisting only of normal recurring adjustments) have 
been included in the amounts stated below to present fairly the following 
quarterly information.  Quarterly operating results have varied significantly 
in the past and can be expected to vary in the future.  Results of operations 
for any particular quarter are not necessarily indicative of results of 
operations for a full year.

OVERVIEW

AMX designs, develops, manufactures and markets integrated control systems 
that enable end users to operate as a single system a broad range of 
electronic and programmable equipment in a variety of corporate, educational, 
industrial, entertainment, governmental, and residential settings. The 
Company's hardware and software products provide the operating system, 
machine control, and user interface necessary to operate, as an integrated 
network, electronic devices from different manufacturers through easy-to-use 
control panels. The Company's systems are available in a variety of 
configurations and provide centralized control of a wide range of video 
systems, audio systems, teleconferencing equipment, educational media, 
lighting equipment, environmental control systems, security systems, and 
other electronic devices. The Company has introduced several 
Windows-Registered Trademark--based software applications that handle design 
functions, permit scheduling control, and enable a personal computer to 
operate on the Company's AXlink bus as a control panel. 

     The Company's quarterly operating results have varied significantly in 
the past, and can be expected to vary in the future. These quarterly 
fluctuations have been the result of a number of factors, including the 
seasonal purchasing of its dealers and distributors, particularly from 
international distributors, OEMs, and other large customers; sales and 
marketing expenses related to entering new markets; the Company's reliance 
upon dealers and distributors; the timing of new product introductions by the 
Company and its competitors; fluctuations in commercial and residential 
construction and remodeling activity; and changes in product or distribution 
channel mix. In addition, the Company generally experiences higher selling 
and marketing expenses during the first fiscal quarter of each year due to 
costs associated with the Company's largest trade show (occurring in June) 
and experiences higher sales in the education market during the second fiscal 
quarter of each year due to the buying cycles of educational institutions. 

     The Company's system sales are made through dealers and distributors. 
The Company principally relies on over 1,600 specialized third-party dealers 
of electronic and audiovisual equipment to sell, install, support and service 
its products in the United States. Internationally, the Company relies on a 
network of 19 exclusive distributors serving 23 countries and over 93 dealers 
serving an additional 23 countries to distribute its products. 



<PAGE>

     OEM and Custom Product Sales have been made only to a few customers and 
have generally been large and sporadic transactions. During fiscal 1995, 
1996, 1997, and the three months ended June 30, 1997, 45%, 56%, 39%, and 60% 
respectively, of the Company's OEM and Custom Product Sales have been with 
one customer whose orders have fluctuated significantly based on their own 
sales volumes. While the Company's OEM customers typically place orders for 
products several months before the scheduled shipment date, these orders are 
subject to rescheduling and cancellation. Also, OEM customers can redesign 
their products without the AMX equipment in them resulting in reduced or 
eliminated sales to such customers. One of the Company's strategies for 
growth is to increase OEM and Custom Product Sales to large customers that 
typically carry lower gross margins, but also have lower selling expenses. 

     The Company's U. S. dealers pursue a wide variety of projects that can 
range from small conference rooms/boardrooms to very large projects in a 
university, government facility, amusement park, or corporate training 
facility. The Company's international distributors tend to order in large 
quantities to take advantage of volume discounts the Company offers and to 
economize on shipping costs. These international orders are not received at 
the same time each year. Notwithstanding the difficulty in forecasting future 
sales and the relatively small level of backlog at any given time, the 
Company generally must plan production, order components, and undertake its 
development, selling and marketing activities, and other commitments months 
in advance. Accordingly, any shortfall in revenues in a given quarter may 
impact the Company's results of operations because the Company generally does 
not plan to adjust expenditure levels in response to fluctuations in 
quarterly revenues. 

     The Company purchases components that comprise approximately 28% to 32% 
of its cost of sales from foreign vendors. The primary components purchased 
are standard power supplies and displays for touch panels. Historically, the 
Company has not had any significant cost issues related to price changes due 
to purchasing from foreign vendors. However, there can be no assurance that 
this will be the case in the future. The Company has experienced delays of up 
to three weeks in receiving materials from foreign vendors. However, the 
Company takes this issue into consideration when orders are placed and, 
therefore, this concern has not, in the past, significantly impacted the 
Company's ability to meet production and customer delivery deadlines. 
However, a significant shortage of or interruption in the supply of foreign 
components could have a material adverse affect on the Company's results of 
operations. 

     The Company's selling and marketing expenses category also includes 
customer service and support and engineering. The engineering department of 
the Company is involved in research and development as well as customer 
support and service. Additionally, the Company has created sales support 
teams, which are focused on specific geographic regions or customer 
categories. These teams include sales personnel, system designers, and 
technical support personnel, all of whom indirectly participate in research 
and development activities by establishing close relationships with the 
Company's customers and by individually responding to customer-expressed 
needs. 



<PAGE>

     The Company intends to commit resources to develop new software for 
specific vertical markets to expand system sales and provide value-add to its 
hardware products. An example of this is the Synergy Electronic Classroom 
System ("Synergy").  A similar commitment is the Company's investment in 
PHAST Corporation which commenced in August 1995. This subsidiary designed 
and has recently begun shipments of control systems and products for home 
automation. The Company has advanced $4,039,000 to PHAST as of June 30, 1997, 
and has recorded losses of $898,720, $2,311,000 and $445,000 for the three 
months ended June 30, 1997 and the years ending March 31, 1997 and March 31, 
1996, respectively. Although management believes that significant investments 
such as these are appropriate, such investments can and have had a negative 
impact on the Company's results of operations. 


<PAGE>

     Results of Operations

     The following table contains certain amounts, expressed as a percentage 
of net sales, reflected in the Company's consolidated statements of income 
for the three month periods ended June 30, 1997 and 1996: 


                                                            THREE MONTHS
                                                            ------------
                                                            ENDED JUNE 30
                                                            -------------
                                                           1997         1996
                                                          -------     -------
System sales                                               92.4%        92.9%
OEM and custom product sales                                7.6          7.1
                                                          -------    -------
   Net sales                                              100.0        100.0
Cost of sales                                              44.3         41.6
                                                          -------    -------
Gross profit                                               55.7         58.4
Selling and marketing expenses                             42.6         40.3
Acquired research and development                             -         15.0
Research and development expenses                           8.0          9.2
General and administrative expenses                         8.0          8.4
                                                          -------     -------
   Operating loss                                          (2.9)       (14.5)
Interest expense                                            0.1          0.1
Other income (expense), net                                 0.2          0.9
                                                          -------     -------
Loss before income taxes                                   (2.8)       (13.7)
Income taxes                                               (1.1)        (7.1)
                                                          -------     -------
Net loss                                                   (1.7)%       (6.6)%
                                                          -------     -------
                                                          -------     -------


THREE MONTHS ENDED JUNE 30, 1997 RESULTS COMPARED TO THREE MONTHS ENDED 
JUNE 30, 1996

     SYSTEM SALES were $12.0 million for the three months ended June 30, 
1997, up 58% over the same period last year and OEM AND CUSTOM PRODUCT SALES 
were $1.0 million for the three months ended June 30, 1997, up 68.1% from the 
same period last year. NET SALES for the three months ended June 30, 1997, 
were $13.0 million, up 58.8% from $8.2 million recorded for the comparable 
period of the prior year. The increase in System sales in the three months 
ended June 30, 1997 over the prior year represented the Company's continued 
growth in all of its markets.

The largest increase has occurred in the residential market.  This increase 
is fueled by shipments from AMX's subsidiary, PHAST Corporation.  PHAST began 
shipping its 



<PAGE>

Landmark System in the fourth quarter of fiscal 1997.  Therefore, the quarter 
ending June 30, 1997 represents the first full quarter of shipments for this 
products.  Additionally, Audio Ease, another of AMX's subsidiaries which 
sells its products into the residential market, was acquired midway through 
the first quarter of fiscal year 1997.  Therefore, in addition to their 
revenue growth from the prior year, shipments were made for the entire 
quarter this year.

AMX also experienced growth in its international sales.  This is a result in 
part of the addition of distributors and dealers to the Company's 
international distribution channel.  The Company has also experienced an 
increase in sales from its subsidiary, AXCESS, which distributes not only AMX 
products but also other audio visual products as well.  The Company has 
targeted growth in its international sales as a part of its long-term 
strategy.

     COST OF SALES consists of material, labor, and manufacturing overhead, 
and was $5.8 million or 44.3% of net sales in the three months ended June 30, 
1997, as compared to $3.4 million or 41.6% of net sales in the comparable 
period of the prior year. The increase for the three months ended June 30, 
1997 is due to the increase in residential sales, the increase in OEM sales, 
and the increase in sales of AXCESS, all of which experience higher cost of 
sales than the corporate market 

     SELLING AND MARKETING EXPENSES increased from $3.3 million, or 40.3% of 
net sales for the three months ended June 30, 1997, to $5.5 million or 42.6% 
of net sales for the same period of the current year.  This increase reflects 
the investment the Company is making in expanding its presence in Asia and 
the Pacific Rim by the expansion of its Singapore office which began in 
January of 1997, as well as the increase in spending on customer service and 
support in its Dallas headquarters.  The Company also increased its spending 
on trade shows during the quarter ending June 30, 1997 compared to last year.

     ACQUIRED RESEARCH AND DEVELOPMENT was recorded during the period last 
year due to the acquisition of AudioEase.  There were no such charges during 
the quarter ended June 30, 1997.

     RESEARCH AND DEVELOPMENT EXPENSES increased from $.8 million, or 9.2% of 
net sales for the three months ended June 30, 1997, to $1.0 million or 8.0% 
of net sales for the same period of the current year.

     GENERAL AND ADMINISTRATIVE EXPENSES increased from $.7 million in the 
three months ended June 30, 1996, or 8.4% of net sales to $1.0 million or 
8.0% of net sales in the three months ended June 30, 1997.

     The Company's EFFECTIVE TAX RATE was 40.3% during the three months ended 
June 30, 1997 compared to 51.6% in the same period last year. The estimated 
effective annual tax rate decreased from the previous year because the 
Company will be able to deduct the losses incurred by PHAST after July 1, 
1997, on its current consolidated tax return.  This is because the Company 
increased its stock ownership in PHAST to 80% at July 1, 

<PAGE>

1997.  Additionally, last year the Company was not able to deduct the 
acquired research and development costs which had the effect of increasing 
the estimated annual effective tax rate.

LIQUIDITY AND CAPITAL RESOURCES

     For the past three years, the Company has satisfied its operating cash 
requirements principally through cash flow from operations. In the three 
months ended June 30, 1997, the Company used $2 million of cash in 
operations. The Company spent $300,000 primarily for the purchase of computer 
equipment. 

     Additionally, the Company has a revolving loan agreement for $5.0 
million which expires on July 15, 1998, which provides for interest at the 
bank's contract rate which is expected to approximate prime. At June 30, 
1997, $850,000 was outstanding under the revolving loan agreement. 

     The Company expects to spend approximately $1.4 million for capital 
expenditures in fiscal 1998.

     In May 1996, the Company acquired 100% of SPS International, Inc. dba 
AudioEase. AudioEase designs, manufactures, and markets hardware and software 
products for upscale home theater systems, whole-home audio/video control and 
distribution systems, as well as other electronic home systems. The 
acquisition was completed at a purchase price of $1.5 million paid in 181,818 
shares of AMX Corporation common stock. The Company engaged an independent 
appraisal company to assist in allocating the purchase price of AudioEase. 
The majority of the purchase price was allocated to in-process research and 
development projects. In accordance with generally accepted accounting 
principles, the purchase price allocated to in-process research and 
development projects was expensed in a one-time charge to the Company's 
consolidated earnings as of the date of the consummation of the combination. 

     In June 1996, the Company acquired 100% of the assets of Camrobotics, 
Inc. a designer and developer of pan and tilt cameras for a purchase price of 
$250,000.  Payment was made with $125,000 in cash and the delivery of a 
$125,000 note payable due in November 1997. The majority of the purchase 
price was allocated to in-process research and development projects. In 
accordance with generally accepted accounting principles, the purchase price 
allocated to in-process research and development projects was expensed in a 
one-time charge to the Company's consolidated earnings as of the date of the 
consummation of the combination

     The Company believes that cash flow from operations, the Company's 
existing cash resources and funds available under its revolving loan facility 
will be adequate to fund its working capital and capital expenditure 
requirements for at least the next 12 months. An important element of the 
Company's business strategy has been, and continues to be, the acquisition of 
similar businesses and complementary products and technology and the 
integration of such businesses and products and technology into the 

<PAGE>

Company's existing operations. Such future acquisitions, if they occur, may 
require that the Company seek additional funds. 

CONTINGENCIES

     The Company is party to ordinary litigation incidental to its business, 
none of which is expected to have a material adverse effect on the results of 
operations, financial position or liquidity of the Company.



<PAGE>

                                AMX CORPORATION
                          PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings

Information pertaining to this item is incorporated herein from Part 1. 
Financial Information (Item 2 - Management's Discussion and Analysis of 
Financial Condition and Results of Operations - Contingencies).

Item 6.  Exhibits and Reports on Form 8-K

a.   Exhibits

     3.1       Amended and Restated Articles of Incorporation of the Company. 
          (Incorporated by reference from Exhibit 4.1 to the Company's Form S-8 
          filed March 11, 1996, File No. 333-2202).

     3.2       Amended and Restated Bylaws of the Company, as amended. 
          (Incorporated by reference from Exhibit 3.4 to the Company's
          Registration Statement on Form S-1 filed September 13, 1995, as
          amended, File No. 33-96886).

     3.3       Amendment to Amended and Restated Bylaws of the Company. 
          (Incorporated by reference from Exhibit 3.5 to the Company's 
          Registration Statement on Form S-1 filed September 13, 1995, as 
          amended, File No. 33-96886).

     4.1       Specimen certificate for the Common Stock of the Company 
          (Incorporated by reference from Exhibit 4.1 to  the Company's 
          Registration Statement on Form S-1 filed September 13, 1995, as 
          amended, File No. 33-96886).

    +27.1 Financial Data Schedule.

b.   Reports on Form 8-K

     None



- --------------------------
     Filed herewith.



<PAGE>

                                AMX CORPORATION
                                  SIGNATURES



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



                                       AMX Corporation 



Date:    August 13, 1997               By:  /s/ David E. Chisum
                                            --------------------------------
                                       David E. Chisum
                                       Chief Financial Officer (Duly Authorized
                                       Officer and Principal Financial Officer)




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<S>                             <C>
<PERIOD-TYPE>                   3-MOS
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                                0
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