<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (date of earliest event reported):
January 19, 1999
AMX CORPORATION
(Exact name of registrant as specified in its charter)
Texas 0-26924 75-1815822
---------------- ------------ -------------------
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
11995 Forestgate Drive
Dallas, Texas 75243
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(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code (972) 644-3048
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Not Applicable
---------------
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On January 19, 1999, the Company issued a press release announcing:
- a product strategy aimed at extending and leveraging the
Company's core technology and products into the "Internet
Appliance" sector;
- the election of John F. McHale as Chairman of the Board of
Directors replacing Scott D. Miller as Chairman of the Board
with Mr. Miller continuing as a member of the Board of
Directors;
- an agreement by John F. McHale, a member of the Board of
Directors of the Company, to make a capital infusion of
$5,000,000 as a result of a private placement of common stock to
Mr. McHale.
- preliminary financial results for the fiscal quarter ending
December 31, 1998;
The press release is attached hereto as Exhibit 20.1 and is
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS
(c) Exhibit.
20.1 Press Release, dated January 19, 1999.
2
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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
January 19, 1999 By: /s/ Joe Hardt
------------------------------------
Joe Hardt
President and Chief Executive
Officer
3
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EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
20.1 Press Release, dated January 19, 1999.
<PAGE>
FOR IMMEDIATE RELEASE
January 19, 1999
CONTACT: Eileen Weber Brandon Bryce
Director of Marketing Senior Account Manager
AMX Corporation MS&L Global Technology
(800) 222-0193
(972) 644-3048 (805) 230-8211
[email protected] [email protected]
AMX ANNOUNCES FIRST INTERNET-BASED CONTROL SYSTEM FOR HOME AUTOMATION
COMPANY'S NEW WEBHOME PRODUCT LINE ALLOWS ALL HOME APPLIANCES, LIGHTING,
AND HVAC SYSTEMS TO BE CONTROLLED THROUGH THE WORLD WIDE WEB
DALLAS - AMX Corporation (Nasdaq: AMXX), the worldwide leader in network
technology integration for residential, commercial, and educational automation,
today announced a bold set of products aimed at extending the company's core
technology and products into the Internet Appliance (IA) sector. AMX has also
announced that it will receive an investment of $5 Million as a result of a
private placement of its common stock to Board member John McHale, previously
the founder of NetWorth, Inc. and NetSpeed, Inc. Mr. McHale will be named
Chairman of the Board of AMX, effective upon closing of his investment in AMX,
targeted for February 1, 1999. Scott Miller, the founder of AMX, continues to
serve as a member on the Board.
"Everyone realizes the Internet is changing the world in extraordinarily
exciting ways, creating new business opportunities exponentially," said John
McHale. "Today, IP networks are everywhere--corporations, telecommunications,
and the Internet. It's now time to bring the power of TCP/IP into the home. What
we have created here at AMX is essentially the first 'IP Home' capability."
In the view of multiple computer industry leaders and analysts, IA will drive
the next wave of consumer demand. Unlike general-purpose computers, IA's are
networked, intelligent devices that perform specific tasks, and are reasonably
intuitive and inexpensive. People are already enjoying the benefits of AMX and
PHAST (a wholly owned subsidiary of AMX) networked appliances in their homes,
accessing their technology via the Internet. Homeowners can click on their
personal "home page" from the office to check the security system, raise the
home temperature, start the hot tub, close the pool cover, turn on the outside
lighting, or even watch the NannyCam. AMX Internet technology will expand the
intimacy of the owner/home relationship, so that the system can send home
information e-mails or text paging automatically, and wall and touch panels
integrate Web information with home automation. As a leader in home integration
technology, AMX is now bringing the Web home.
(MORE)
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AMX's introduction of WebHome technology is not a random or unexpected event.
AMX has been laying the foundation for several years, developing a number of
successful TCP/IP client/server applications. PHAST systems are networked via
PHASTLink, a data bus driven by Echelon technology. In addition, over fifty
leading home automation companies including Lutron and Leviton, have become
PHAST P3 partners, enabling plug-and-play connectivity over the PHASTLink data
bus. In addition, AMX has been an active partner in forward-thinking groups such
as Digital Harmony IEEE-1394, HomeRF, and HomePNA, taking a leadership role in
advancing standards for home interoperability and networking.
"The home automation systems currently being successfully installed by AMX and
PHAST, are the best on the market, as evidenced by our growth and the numerous
industry awards we have received. Our WebHome product strategy, while
revolutionary in some respects, is merely a logical extension of some of our
core capabilities," said Joe Hardt, CEO of AMX Corporation. "The product
development initiatives we are undertaking, coupled with the commitment of John
McHale, a documented visionary in the data networking and ADSL world, puts AMX
in an enviable position. At the same time, we will be expanding our innovation
and support in our core commercial and international business, and fully expect
to leverage the benefits of IA technology into our traditional markets and
distribution channels as well."
States Scott Miller, founder and board member of AMX Corporation, "As the
founder and largest shareholder of AMX, I am very pleased with these
developments. John McHale's track record in identifying technology
opportunities, as well as his considerable financial commitment to AMX, provides
for tremendous competitive advantage, which will benefit all of our dealers,
shareholders, employees and customers worldwide."
The Company also announced that its third quarter revenues for the quarter
ending December 31, 1998, were $18.5 million, up 23% from $15.1 million during
the same quarter last year. Year-to-date revenues were $52.7 million, up 23% for
the same period last year. The Company included special charges of $1.2 million,
net of taxes, equivalent to $0.14 per share (diluted) in its third quarter. Net
income exclusive of these charges would have been $1.4 million, or $.16 per
share (diluted). Net income for the quarter was $142,340, or $.02 per share
(diluted), compared to a loss of $.09 per share (diluted) for the same quarter
last year. Year-to-date net income was $1.8 million, or $.21 per share
(diluted). The special charges incurred during the third quarter consisted
mostly of the write-off of inventory for products discontinued this quarter,
which were charged to cost of goods sold. The discontinued products were
primarily from the Company's former subsidiary, AudioEase Corporation. The
Company also recognized losses on bad debts, and wrote off development costs on
discontinued projects.
(MORE)
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AMX Corporation, in concert with its wholly owned subsidiary PHAST Corporation,
is the worldwide leader in integration network systems, innovations that bring
people in touch with their technology. Specialists in the science and art of
control, AMX Internet-active systems harness the power of electronic media,
mechanics, and information so that technology behaves as a natural extension of
our lives. Located in Dallas, Texas with offices around the world, AMX stock is
traded on the NASDAQ stock exchange under the symbol AMXX. For more information,
contact AMX Corporation, 11995 Forestgate Drive, Dallas, Texas 75243,
(800) 222-0193, or visit AMX on the Internet at WWW.AMX.COM and WWW.PHAST.COM.
###
This release contains forward-looking statements with respect to future
financial performance. Actual results for the quarter and year may differ
materially as a result of a number of risks and uncertainties, including
competition within the market place, product acceptance, production
efficiencies, and sales strategies. These risks and uncertainties could
result in lower revenues, manufacturing variances, and higher selling
expenses.
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AMX CORPORATION
CONSOLIDATED BALANCE SHEET
(Dollars in thousands)
<TABLE>
<CAPTION>
December 31, 1998
(Unaudited) March 31, 1998
----------------- --------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 615 $ 179
Receivables - trade and other; less allowance
for doubtful accounts of $662 at December 31,
1998 and $460 at March 31, 1998 11,320 10,276
Inventories 10,312 8,381
Prepaid expenses and other current assets 1,281 1,390
Deferred income tax 137 137
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Total current assets 23,665 20,363
Property and equipment, at cost, net 4,650 4,348
Capitalized software 61 169
Deposits and other 677 434
Deferred income tax 10 10
Goodwill, net 818 1,004
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Total assets $29,881 $26,328
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</TABLE>
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AMX CORPORATION
CONSOLIDATED BALANCE SHEET
(Dollars in thousands)
<TABLE>
<CAPTION>
December 31, 1998
(Unaudited) March 31, 1998
----------------- --------------
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $5,639 $3,867
Line of credit and notes payable 2,800 2,403
Current portion of long-term debt 1,500 -
Accrued compensation 1,488 1,482
Accrued sales commissions 797 788
Accrued dealer incentives 515 329
Other accrued expenses 354 153
Income taxes payable 21 744
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Total current liabilities 13,114 9,766
Long-term debt, less current portion 15 46
Minority interest in subsidiary - 1,652
Shareholders' equity:
Common stock, $.01 par value:
Authorized shares - 40,000,000
Issued shares - 8,300,118 at December 31, 1998
and 8,261,158 at March 31, 1998 83 83
Additional paid-in capital 4,170 4,080
Retained earnings 12,499 10,748
Less common treasury stock of 5,208 shares at
March 31, 1998 - (47)
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Total shareholders' equity 16,752 14,864
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Total liabilities and shareholders' equity $29,881 $26,328
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</TABLE>
<PAGE>
AMX CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In thousands, except for share and per share amounts)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
December 31, December 31,
------------------------ ------------------------
1998 1997 1998 1997
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
System sales $18,175 $14,484 $51,430 $40,886
OEM and custom product sales
353 657 1,244 2,127
--------- --------- --------- ---------
Net sales 18,528 15,141 52,674 43,013
Cost of sales 9,942 7,052 25,597 19,174
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Gross profit 8,586 8,089 27,077 23,839
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Selling and marketing expenses 5,853 4,914 17,197 15,625
Research and development expenses 1,164 896 3,067 2,907
General and administrative expenses 1,291 1,098 3,921 3,467
Costs associated with acquisition of minority
interest and merger of subsidiaries - 1,694 - 1,694
--------- --------- --------- ---------
Total operating expenses 8,308 8,602 24,185 23,693
--------- --------- --------- ---------
Operating income (loss) 278 (513) 2,892 146
Interest expense 95 38 290 86
Other income 22 19 52 87
--------- --------- --------- ---------
Income (loss) before income taxes 205 (532) 2,654 147
Income tax provision 63 195 835 469
--------- --------- --------- ---------
Net income (loss) $ 142 $ (727) $ 1,819 $ (322)
--------- --------- --------- ---------
--------- --------- --------- ---------
Basic earnings (loss) per share $ 0.02 $ (0.09) $ 0.22 $ (0.04)
--------- --------- --------- ---------
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Diluted earnings (loss) per share $ 0.02 $ (0.09) $ 0.21 $ (0.04)
--------- --------- --------- ---------
--------- --------- --------- ---------
Shares outstanding - diluted 8,906,212 8,142,146 8,824,272 8,363,251
--------- --------- --------- ---------
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</TABLE>
<PAGE>
AMX CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
AS A PERCENTAGE OF NET SALES
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
December 31, December 31,
------------------- -----------------
1998 1997 1998 1997
----- ----- ----- ----
<S> <C> <C> <C> <C>
System sales 98.1% 95.7% 97.6% 95.1%
OEM and custom product sales 1.9 4.3 2.4 4.9
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Net sales 100.0 100.0 100.0 100.0
Cost of sales 53.7 46.6 48.6 44.6
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Gross profit 46.3 53.4 51.4 55.4
----- ----- ----- ----
Selling and marketing expenses 31.6 32.5 32.6 36.3
Research and development expenses 6.2 5.9 5.9 6.8
General and administrative expenses 7.0 7.3 7.4 8.1
Costs associated with acquisition of minority
interest and merger of subsidiaries - 11.1 - 3.9
----- ----- ----- ----
Total operating expenses 44.8 56.8 45.9 55.1
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Operating income 1.5 (3.4) 5.5 0.3
Interest expense 0.5 0.3 0.5 0.2
Other income 0.1 0.1 0.1 0.2
----- ----- ----- ----
Income (loss) before income taxes 1.1 (3.6) 5.1 0.3
Income tax provision 0.3 1.2 1.6 1.1
----- ----- ----- ----
Net income (loss) 0.8 (4.8) 3.5 (0.8)
----- ----- ----- ----
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</TABLE>
