SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): January 10, 2000
AUDIOVOX CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 0-28839 13-1964841
(State or other jurisdiction (Commission (IRS Employer
of Incorporation or File Number) Identification
organization) Number)
150 Marcus Boulevard, Hauppauge, New York 11788
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(631) 231-7750
NONE
(Former name, former address and former fiscal year, if changed since
last report)
Page 1 of 3
Item 5. Other Events
a. Move to Nasdaq Stock Market
On January 10, 2000, Audiovox Corporation (the "Company") announced that
its Class A common stock will begin trading on the Nasdaq Stock Market on
January 13, 2000 under the symbol VOXX.
b. Amendment to Credit Agreement
On January 11, 2000, the Company announced an increase to its bank credit
facility to $250.0 million, up from $200.0 million. The agent for the revolving
line of credit is The Chase Manhattan Bank.
c. Earnings Release Fourth Quarter and Fiscal Year End November 30, 1999
On January 13, 2000, the Company announced its earnings for the fourth
quarter and fiscal year ended November 30, 1999 which are set forth in the Press
Release filed as Exhibit 4 hereto.
Item 7. Exhibits.
1. Press release dated January 10, 2000.
2. Press release dated January 11, 2000.
3. Second Amendment to Fourth Amended and Restated Credit Agreement.
4. Press release dated January 13, 2000.
5. Recent Developments from Company's Amendment No. 1 to Form S-3,
Registration Statement.
Page 2 of 3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on it behalf by the undersigned
hereunto duly authorized.
AUDIOVOX CORPORATION
Dated: January 13, 2000 By: s/Charles M. Stoehr
-----------------------------
Charles M. Stoehr
Senior Vice President and
Chief Financial Officer
Page 3 of 3
FOR IMMEDIATE RELEASE
C. Michael Stoehr
Audiovox Corporation
(516) 231-7750
For Financial Investor Relations Inquiries:
Glenn Wiener
Edelman Financial
(212) 704-8174
AUDIOVOX CORPORATION MOVES TRADING
TO NASDAQ NATIONAL MARKET SYSTEM
Hauppauge, NY, January 10, 2000 ... Audiovox Corporation (AMEX: VOX) today
announced that it will be moving to the Nasdaq Stock Market (Nasdaq) effective
January 13, 2000. The trading symbol will be (VOXX). The initiative to move from
the American Stock Exchange (AMEX) to Nasdaq signals Audiovox's commitment to
the rapidly growing technology sector and establishes the Audiovox brand name
more firmly with investors around the world.
John J. Shalam, Chairman, President and Chief Executive Officer of Audiovox
stated, "We would like to thank everyone at AMEX for their hard work and
dedication over the years."
Additionally, the company announced that it will be reporting its fourth quarter
and fiscal year-end earnings on Thursday, January 13, 2000. Due to the Company's
pending equity public offering, the company will not be hosting a conference
call following the announcement.
Audiovox Corporation is an international leader in the marketing of cellular
telephones, auto sound, vehicle security, mobile video systems, and consumer
electronics products. The Company conducts its business through two separate
marketing groups and markets its products both domestically and internationally
under its own brands as well as functioning as an OEM (Original Equipment
Manufacturer) supplier to several customers. For additional information, please
visit Audiovox on the Web at http://www.audiovox.com.
Except for historical information contained herein, statements made in this
release that would constitute forward-looking statements may involve certain
risks such as our ability to keep pace with technological advances, significant
competition in the wireless, automotive and consumer electronics businesses,
quality and consumer acceptance of newly introduced products, our relationships
with key suppliers and customers, market volatility, non-availability of
product, price and product competition and new product introductions. These
factors, among others may cause actual results to differ materially from the
results suggested in the forward-looking statements, including those risks
detailed from time to time in the Company's reports on file at the Securities
and Exchange Commission, including the Company's Form 10-K for the fiscal year
ended November 30, 1998.
# # #
Exhibit 1
4
C. Michael Stoehr
Audiovox Corporation
(516) 231-7750
For Financial Investor Relations Inquiries:
Glenn Wiener
Edelman Financial
(212) 704-8174
AUDIOVOX CORPORATION ANNOUNCES INCREASE
TO EXISTING CREDIT FACILITY
-- Increases Revolving Line of Credit to $250 Million -
Hauppauge, NY, January 11, 2000 ... Audiovox Corporation (AMEX: VOX) today
announced an increase to its bank credit facility, to $250.0 million, up from
$200.0 million. The agent for the revolving line of credit is Chase Manhattan
Bank.
Audiovox Corporation is an international leader in the marketing of cellular
telephones, auto sound, vehicle security, mobile video systems, and consumer
electronics products. The Company conducts its business through two separate
marketing groups and markets its products both domestically and internationally
under its own brands as well as functioning as an OEM (Original Equipment
Manufacturer) supplier to several customers. For additional information, please
visit Audiovox on the Web at http://www.audiovox.com.
Except for historical information contained herein, statements made in this
release that would constitute forward-looking statements may involve certain
risks such as our ability to keep pace with technological advances, significant
competition in the wireless, automotive and consumer electronics businesses,
quality and consumer acceptance of newly introduced products, our relationships
with key suppliers and customers, market volatility, non-availability of
product, price and product competition and new product introductions. These
factors, among others may cause actual results to differ materially from the
results suggested in the forward-looking statements, including those risks
detailed from time to time in the Company's reports on file at the Securities
and Exchange Commission, including the Company's Form 10-K for the fiscal year
ended November 30, 1998.
# # #
Exhibit 2
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CONFORMED COPY
SECOND AMENDMENT, dated as of December 20, 1999 (this "Amendment"), to the
Fourth Amended and Restated Credit Agreement, dated as of July 28, 1999 (as
amended pursuant to the First Amendment and Consent hereto, dated as of October
12, 1999, and as the same may further be amended, supplemented or otherwise
modified from time to time, the "Credit Agreement"), among Audiovox Corporation,
a Delaware corporation (the "Borrower"), the several banks and other financial
institutions from time to time parties thereto (collectively, the "Lenders";
individually, a "Lender"), and The Chase Manhattan Bank, a New York banking
corporation, as administrative and collateral agent for the Lenders (in such
capacity, the "Agent").
W I T N E S S E T H :
WHEREAS, the Borrower, the Lenders and the Agent are parties to the Credit
Agreement;
WHEREAS, the Borrower has requested that the Lenders increase the aggregate
amount of the Commitments under the Credit Agreement to $250,000,000 and to
amend certain terms in the Credit Agreement in the manner provided for herein;
and
WHEREAS, the Agent and the Lenders are willing to agree to increase the
aggregate amount of the Commitments under the Credit Agreement to $250,000,000
and are willing to agree to the requested amendments, in each case on the terms
and conditions provided for herein;
NOW, THEREFORE, in consideration of the premises contained herein, the
parties hereto agree as follows:
6. Defined Terms. Unless otherwise defined herein, terms which are defined
in the Credit Agreement and used herein (and in the recitals hereto) as defined
terms are so used as so defined.
7. Increase in Commitments; Amendment to Schedule 1.1(a). (a) The Borrower,
the Lenders and the Agent hereby agree, in order to increase the aggregate
Commitments of the Lenders to $250,000,000, that (a) Schedule 1.1(a) to the
Credit Agreement shall be amended by deleting such Schedule in its entirety and
substituting in lieu thereof a new Schedule 1.1(a) to read in its entirety as
set forth in Exhibit A hereto and (b) each Lender increasing the amount of its
Commitment (an "Increasing Lender") shall make funds available to the Agent at
the Funding Office in an amount sufficient to make the aggregate amount of Loans
made by such Increasing Lender equal to such Increasing Lender's Commitment
Percentage (as set forth on new Schedule 1.1(a)) of the aggregate amount of
Loans outstanding on the Second Amendment Effective Date, the proceeds of such
funds to be applied by the Agent to the repayment of each Lender which is not
increasing the amount of its Commitment (a "Non-Increasing Lender") such that
the aggregate amount of Loans made by each Non-Increasing Lender equals such
Non-Increasing Lender's Commitment Percentage (as set forth on new Schedule
1.1(a)) of the aggregate amount of Loans outstanding on the Second Amendment
Effective Date. Each Lender other than the Issuing Bank agrees that the
interests of the Lenders in each Letter of Credit pursuant to subsection 4.4(a)
of the Credit Agreement shall be based on the Commitment Percentages set forth
on new Schedule 1.1(a).
(b) Each Eurodollar Loan outstanding on the Second Amendment Effective Date
whose Interest Period begins on the same day and ends on the same other day
(each such Eurodollar Loan, an "Outstanding Eurodollar Tranche") shall be
maintained after the Second Amendment Effective Date pro rata
Exhibit 3
1
according to the Commitment Percentages of the Lenders as set forth on Schedule
1.1(a) immediately prior to the effectiveness of this Amendment. The Borrower
may continue any Outstanding Eurodollar Tranche upon the expiration of the then
current Interest Period with respect thereto in accordance with subsection
6.8(b) of the Credit Agreement (any such Eurodollar Tranche shall cease to be an
"Outstanding Eurodollar Tranche" for purposes of this Section effective upon any
such continuation), provided that any Outstanding Eurodollar Tranche so
continued shall be made pro rata according to the Commitment Percentages of the
Lenders as set forth on new Schedule 1.1(a), and each Increasing Lender agrees
to make funds available to the Agent at the Funding Office in an amount
sufficient to make the amount of the Loan made by such Lender with respect to
such Eurodollar Tranche equal to such Lender's Commitment Percentage (as set
forth on new Schedule 1.1(a)), the proceeds of such funds to be applied by the
Agent to the repayment of each Non-Increasing Lender such that the aggregate
amount of Loans made by each Non-Increasing Lender equals such Non-Increasing
Lender's Commitment Percentage (as set forth on new Schedule 1.1(a)).
(c) Prior to the expiration of all Interest Periods with respect to
Outstanding Eurodollar Tranches as in effect as of the Second Amendment
Effective Date, the Borrower shall not (i) request any Loan if the aggregate
principal amount of the Loans made by any Lender would not be in accordance with
the Commitment Percentages set forth on new Schedule 1.1(a) as a result of any
Lender's Commitment being fully utilized at the time such Loan is made, unless
the Borrower shall concurrently repay all Outstanding Eurodollar Tranches or
(ii) request any Letter of Credit if the Lenders' interests in such Letter of
Credit would not be in accordance with the Commitment Percentages set forth on
new Schedule 1.1(a) as a result of any Lender's Commitment being fully utilized
at the time such Letter of Credit is issued, unless the Borrower shall
concurrently repay all Outstanding Eurodollar Tranches. All Loans after the
Second Amendment Effective Date shall be made pro rata according to the
Commitment Percentages of the Lenders as set forth on new Schedule 1.l(a).
8. Amendments of Subsection 1.1 (Definitions). Subsection 1.1 is hereby
amended as follows:
(a) by deleting therefrom the definitions of the following defined terms in
their respective entireties and substituting in lieu thereof the following
definitions:
"Applicable Commitment Fee Rate": (a) prior to February 28, 2000,
0.375%, and (b) thereafter, the Applicable Commitment Fee Rate shall be
adjusted as necessary on each Adjustment Date (with the first such
Adjustment Date being deemed to occur on February 28, 2000) to be equal to
the Applicable Commitment Fee Rate set forth below opposite the range of
Consolidated Pre-Tax Income within which the Consolidated Pre-Tax Income
for the period of four consecutive fiscal quarters ending on the last day
of the period covered by the financial statements relating to such
Adjustment Date falls:
Consolidated Pre-Tax Income Range Applicable Commitment Fee Rate
Greater than or equal to $15,000,000 0.25%
Less than $15,000,000 0.375%
provided, however, that (a) if on any Adjustment Date an Event of
Default shall have occurred and be continuing, no adjustment of the
Applicable Commitment Fee Rate shall be made on such Adjustment Date which
decreases the Applicable Commitment Fee Rate then in effect and any such
decrease shall not be effective unless and until such Event of Default is
cured or waived on or prior to the next
2
succeeding Adjustment Date and (b) in the event that the financial
statements required to be delivered pursuant to subsection 9.1(a) or
9.1(b), as applicable, and the related compliance certificate required
pursuant to subsection 9.2(b), are not delivered when due, then if such
financial statements are delivered after the date such financial statements
were required to be delivered and the Applicable Commitment Fee Rate
increases from that previously in effect as a result of the delivery of
such financial statements, then the Applicable Commitment Fee Rate during
the period from the date upon which such financial statements were required
to be delivered until two Business Days following the date upon which they
actually are delivered shall be the Applicable Commitment Fee Rate as so
increased.
"Applicable Margin": (a) prior to February 28, 2000, (i) with respect
to any Base Rate Loan, 0.0% and (ii) with respect to any Eurodollar Loan,
1.50%, and (b) thereafter, the Applicable Margin for Base Rate Loans and
Eurodollar Loans shall be adjusted as necessary on each Adjustment Date
(with the first such Adjustment Date being deemed to occur on February 28,
2000) to be equal to the Applicable Margin set forth below opposite the
range of Consolidated Pre-Tax Income within which the Consolidated Pre-Tax
Income for the period of four consecutive fiscal quarters ending on the
last day of the period covered by the financial statements relating to such
Adjustment Date falls:
Consolidated Pre-Tax Income Range Applicable Margin
Greater than or equal to $15,000,000 Base Rate Loan: 0.00%
Eurodollar Loan: 1.25%
Greater than or equal to $10,000,000 but less Base Rate Loan: 0.00%
than $15,000,000 Eurodollar Loan: 1.50%
Greater than or equal to $4,000,000 but less than Base Rate Loan: 0.00%
$10,000,000 Eurodollar Loan: 1.75%
Less than $4,000,000 Base Rate Loan: 0.25%
Eurodollar Loan: 1.75%
provided, however, that (a) if on any Adjustment Date an Event of Default
shall have occurred and be continuing, no adjustment of the Applicable
Margin shall be made on such Adjustment Date which decreases the Applicable
Margin then in effect and any such decrease shall not be effective unless
and until such Event of Default is cured or waived on or prior to the next
succeeding Adjustment Date and (b) in the event that the financial
statements required to be delivered pursuant to subsection 9.1(a) or
9.1(b), as applicable, and the related compliance certificate required
pursuant to subsection 9.2(b), are not delivered when due, then if such
financial statements are delivered after the date such financial statements
were required to be delivered and the Applicable Margin increases from that
previously in effect as a result of the delivery of such financial
statements, then the Applicable Margin during the period from the date upon
which such financial statements were required to be delivered until two
Business Days following the date upon which they actually are delivered
shall be the Applicable Margin as so increased.
"Borrowing Base": on any date of determination thereof, the sum of (a)
75% of the aggregate amount of Eligible Accounts of the Borrower and its
consolidated Domestic and Canadian Subsidiaries on such date of
determination and (b) the lesser of (i) 30% of the aggregate amount of
Eligible Inventory of the Borrower and its consolidated Domestic and
Canadian Subsidiaries on such date of determination and (ii) $45,000,000.
The Borrowing Base shall be reduced from time to time by an amount equal to
the Foreign Exchange Liabilities of the Borrower as most recently
determined prior to such time by the Agent pursuant to subsection 6.16, and
shall be increased during the period from
3
September 1 of each year through January 15 of the next succeeding year by
an amount equal to the lesser of (i) $20,000,000 and (ii) the excess, if
any, of the aggregate then undrawn and unexpired amount of the then
outstanding Trade Letters of Credit issued in Dollars over $50,000,000
(such amount to be determined daily during the period from September 1 of
each year through January 15 of the next succeeding year). The Borrowing
Base shall be determined by the Agent in its sole discretion exercising
reasonable judgment from time to time by reference to the most recent
monthly Borrowing Base Certificate delivered to the Agent pursuant to
subsection 9.2(g). The Agent shall determine the Borrowing Base in effect
on the first Business Day of each month during the Commitment Period and
shall send a Borrowing Base Notice on such Business Day of the Borrower and
each Lender setting forth the Borrowing Base as so determined. The Agent
shall also send a Borrowing Base Notice to the Borrower and each Lender on
each Business Day on which the Borrowing Base is changed other than
pursuant to the immediately preceding sentence setting forth the Borrowing
Base as so changed.
(b) by adding the following new definition in the proper alphabetical
order:
"Second Amendment Effective Date": December 20, 1999.
9. Amendment of Subsection 10.5 (Limitations on Fundamental Changes).
Subsection 10.5 is hereby amended by deleting said subsection in its entirety
and substituting in lieu thereof the following:
10.5 Limitations on Fundamental Changes. Enter into any merger,
consolidation or amalgamation, or liquidate, wind up or dissolve itself (or
suffer any liquidation or dissolution), or convey, sell, lease, assign,
transfer or otherwise dispose of, all or substantially all of its property,
business or assets, except that (a) any Subsidiary of the Borrower may be
merged or consolidated with or into the Borrower (provided that (i) the
Borrower shall be the continuing or surviving corporation and (ii) the
security interests created under the Security Documents in favor of the
Collateral Agent, and the rights and remedies under such Security
Documents, are not otherwise adversely affected) or with or into any one or
more Domestic Subsidiaries (other than Hermes Telecommunications Inc. and
Lenex Corporation) (provided that (i) a Domestic Subsidiary shall be the
continuing or surviving corporation and (ii) the security interests created
under the Security Documents in favor of the Collateral Agent, and the
rights and remedies under such Security Documents, are not otherwise
adversely affected), (b) any Domestic Subsidiary of the Borrower may sell
or distribute all or substantially all of its assets to the Borrower or any
other Domestic Subsidiary (other than Hermes Telecommunications Inc. and
Lenex Corporation), (c) Hermes Telecommunications Inc. and Lenex
Corporation may be liquidated and dissolved and (d) the Canadian Subsidiary
may be liquidated and dissolved, provided that (i) all or substantially all
of the assets of the Canadian Subsidiary shall be transferred either to a
newly formed Subsidiary or Subsidiaries organized under the laws of Canada
or to a newly formed Domestic Subsidiary or Domestic Subsidiaries and (ii)
the Borrower shall cause such Subsidiary or Subsidiaries to comply with the
requirements of subsection 9.7.
10. Representations and Warranties. On and as of the date hereof, the
Borrower hereby confirms, reaffirms and restates the representations and
warranties set forth in Section 7 of the Credit Agreement mutatis mutandis,
except to the extent that such representations and warranties expressly relate
to a specific earlier date in which case the Borrower hereby confirms, reaffirms
and restates such representations and warranties as of such earlier date.
11. Conditions to Effectiveness. This Amendment shall become effective as
of the date first written above upon receipt by the Agent of (i) counterparts of
this Amendment duly executed by the
4
Borrower, the Lenders and the Agent, (ii) a satisfactory legal opinion of
counsel to the Borrower and the subsidiaries, (iii) all fees and other amounts
due and payable on or prior to the Second Amendment Effective Date, including
reimbursement or payment of all costs and expenses pursuant to Section 7 of this
Amendment and (iv) an Acknowledgement and Consent in the form of Exhibit B
hereto duly executed by each of the Guarantors.
12. Continuing Effect; No Other Waivers. Except as expressly provided
herein, all of the terms and provisions of the Credit Agreement are and shall
remain in full force and effect. The amendments and consent provided for herein
are limited to the specific subsections of the Credit Agreement specified herein
and shall not constitute a consent, waiver or amendment of, or an indication of
the Agent's or the Lenders' willingness to consent to any action requiring
consent under or to waive or amend, any other provisions of the Credit Agreement
or the same subsections for any other date or time period (whether or not such
other provisions or compliance with such subsections for another date or time
period are affected by the circumstances addressed in this Amendment).
13. Expenses. The Borrower agrees to pay and reimburse the Agent for all
its reasonable costs and out-of-pocket expenses incurred in connection with the
preparation and delivery of this Amendment, including, without limitation, the
reasonable fees and disbursements of counsel to the Agent.
14. Counterparts. This Amendment may be executed in any number of
counterparts by the parties hereto (including by facsimile transmission), each
of which counterparts when so executed shall be an original, but all the
counterparts shall together constitute one and the same instrument.
15. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
5
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered by their respective duly authorized officers as of the
date first above written.
AUDIOVOX CORPORATION
By: s/Charles M. Stoehr
Name: Charles M. Stoehr
Title: Sr. Vice President and Chief Financial
Officer
THE CHASE MANHATTAN BANK,
as Agent and as a Lender
By: s/John Budzynski
Name: John Budzynski
Title: Assistant Vice President
FLEET BANK, N.A., as a Lender
By: s/Steven J. Melicharek
Name: Steven J. Melicharek
Title: Senior Vice President
THE CIT GROUP/BUSINESS CREDIT, INC.,
as a Lender
By: s/Karen Hoffman
Name: Karen Hoffman
Title: Vice President
EUROPEAN AMERICAN BANK, as a Lender
By: s/Stephen Kelly
Name: Stephen Kelly
Title: Vice President
6
MELLON BANK, N.A., as a Lender
By: s/Christine G. Dekajlo
Name: Christine G. Dekajlo
Title: First Vice President
DEUTSCHE FINANCIAL SERVICES CORPORATION,
as a Lender
By: s/Mark B. Schafer
Name: Mark B. Schafer
Title: Vice President, Operations
ISRAEL DISCOUNT BANK OF NEW YORK,
as a Lender
By: s/Scott Fishbein
Name: Scott Fishbein
Title: Vice President
By: s/Ronald Bongiovanni
Name: Ronald Bongiovanni
Title: Vice President
NATIONAL BANK OF CANADA, as a Lender
By: s/James Drum
Name: James Drum
Title: Vice President
By: s/Gaetan R. Frosina
Name: Gaetan R. Frosina
Title: Vice President
THE DIME SAVINGS BANK OF NEW YORK,
as a Lender
By: s/Gary R. Olson
Name: Gary R. Olson
Title: Vice President
BANK LEUMI USA, as a Lender
By: s/Paul Tine
Name: Paul Tine
Title: Vice President
By: s/John Koenigsberg
Name: John Koenigsberg
Title: Vice President
FIRSTAR BANK, N.A., as a Lender
By: s/Mark A. Whitson
Name: Mark A. Whitson
Title: Vice President
EXHIBIT A
TO SECOND AMENDMENT
Schedule 1.1(a)
COMMITMENTS
Commitment
Lender Commitment Percentage
The Chase Manhattan Bank $40,000,000 16.00%
Deutsche Financial Services Corporation $33,500,000 13.40%
Fleet Bank, N.A. $29,000,000 11.60%
Mellon Bank, N.A. $25,000,000 10.00%
The CIT Group/Business Credit, Inc. $25,000,000 10.00%
European American Bank $20,000,000 8.00%
National Bank of Canada $20,000,000 8.00%
Israel Discount Bank of New York $16,000,000 6.40%
Firstar Bank, N.A. $15,000,000 6.00%
Bank Leumi USA $14,000,000 5.60%
The Dime Savings Bank of New York $12,500,000 5.00%
-------------- -------
TOTAL $250,000,000
1
EXHIBIT B
TO SECOND AMENDMENT
ACKNOWLEDGMENT AND CONSENT
Each of the undersigned corporations (i) as a guarantor under that certain
Amended and Restated Subsidiaries Guarantee, dated as of March 15, 1994 (as
amended, supplemented or otherwise modified from time to time, the "Guarantee"),
made by each of such corporations in favor of the Collateral Agent, (ii) as a
grantor under that certain Amended and Restated Security Agreement, dated as of
March 15, 1994 (as amended, supplemented or otherwise modified from time to
time, the "Security Agreement"), made by each of such corporations in favor of
the Collateral Agent, and (iii) in the case of Audiovox Holding Corp., as the
pledgor under that certain Pledge Agreement, dated as of February 9, 1996 (as
amended, supplemented or otherwise modified from time to time, the "Pledge
Agreement"), made by Audiovox Holding Corp. in favor of The Chase Manhattan
Bank, as pledge agent for the secured parties thereunder, hereby consents to the
execution and delivery of the Second Amendment to which this Acknowledgment and
Consent is attached and hereby confirms and agrees that the Guarantee, the
Security Agreement and the Pledge Agreement are, and shall continue to be, in
full force and effect and are hereby ratified and confirmed in all respects and
the Guarantee, the Security Agreement, the Pledge Agreement and all of the
Subsidiaries Collateral (as defined in the Security Agreement) and Collateral
(as defined in the Pledge Agreement) do, and shall continue to, secure the
payment of all of the Obligations (as defined in the Guarantee and the Security
Agreement, as the case may be) pursuant to the terms of the Guarantee or the
Security Agreement, as the case may be, or, in the case of the Pledge Agreement,
secure the payment of the Secured Obligations (as defined in the Pledge
Agreement) pursuant to the terms of the Pledge Agreement. Capitalized terms not
otherwise defined herein shall have the meanings assigned to them in the Credit
Agreement referred to in the Second Amendment to which this Acknowledgment and
Consent is attached.
QUINTEX MOBILE COMMUNICATIONS CORP.
By: s/Charles M. Stoehr
Name: Charles M. Stoehr
Title: Vice President
AMERICAN RADIO CORP.
By: s/Charles M. Stoehr
Name: Charles M. Stoehr
Title: Vice President
AUDIOVOX INTERNATIONAL CORP.
By: s/Charles M. Stoehr
Name: Charles M. Stoehr
Title: Senior Vice President
1
AUDIOVOX CANADA LIMITED
By: s/Charles M. Stoehr
Name: Charles M. Stoehr
Title: Vice President
AUDIOVOX HOLDING CORP.
By: s/Chris Lazarides
Name: Chris Lazarides
Title: President
AUDIOVOX ASIA INC.
By: s/Charles M. Stoehr
Name: Charles M. Stoehr
Title: Vice President
AUDIOVOX LATIN AMERICA LTD.
By: s/Charles M. Stoehr
Name: Charles M. Stoehr
Title: Vice President
AUDIOVOX COMMUNICATIONS CORP.
By: s/Charles M. Stoehr
Name: Charles M. Stoehr
Title: Secretary
Dated as of December __, 1999
2
FOR IMMEDIATE RELEASE
C. Michael Stoehr
Audiovox Corporation
(516) 231-7750
For Financial Investor Relations Inquiries:
Glenn Wiener
Edelman Financial Worldwide
(212) 704-8174
AUDIOVOX CORPORATION REPORTS RECORD
FOURTH QUARTER AND FISCAL YEAR 1999 RESULTS
Net profit of $0.59 per share basic vs. $0.18 per share in Q4 '98
Net sales of $ 410.5 million vs. $ 208.8 million in Q4 '98
Company exceeds $1.1 billion in sales for fiscal 1999
Hauppauge, NY, January 13, 2000 ... Audiovox Corporation (Nasdaq: VOXX) today
announced financial results for its fourth quarter and year ended November 30,
1999.
Net sales for the quarter were $410.5 million, a 97% increase from sales of
$208.8 million in the comparable period one year ago. Net income and net income
per share for the quarter were $11.4 million or $0.59 basic ($0.56 diluted)
compared to net income of $3.4 million or $0.18 basic and diluted for the three
months ended November 30, 1999 and 1998 respectively.
For the fiscal year ended November 30, 1999, net sales were $1.16 billion, an
88% increase from sales of $616.7 million in the comparable period one year ago.
Net income and income per share were $27.2 million or $1.43 basic ($1.39
diluted) compared to net income of $3.0 million or $0.16 basic and diluted for
the fiscal year 1999 and 1998 respectively.
Due to the Company's pending equity public offering, the Company will not be
hosting a conference call this quarter.
Audiovox Corporation is an international leader in the marketing of cellular
telephones, auto sound, vehicle security, mobile video systems, and consumer
electronics products. The Company conducts its business through two separate
marketing groups and markets its products both domestically and internationally
under its own brands. It also functions as an OEM (Original Equipment
Manufacturer) supplier to several customers. For additional information, please
visit Audiovox on the Web at http://www.audiovox.com.
Except for historical information contained herein, statements made in this
release that would constitute forward-looking statements may involve certain
risks such as our ability to keep pace with technological advances, significant
competition in the wireless, automotive and consumer electronics businesses,
quality and consumer acceptance of newly introduced products, our relationships
with key suppliers and customers, market volatility, non-availability of
product, price and product competition and new product introductions. These
factors, among others may cause actual results to differ materially from the
results suggested in the forward-looking statements, including those risks
detailed from time to time in the Company's reports on file at the Securities
and Exchange Commission, including the Company's Form 10- K for the fiscal year
ended November 30, 1998.
-- Table Attached -
Exhibit 4
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Audiovox Corporation Reports Record Fourth Quarter and Fiscal Year 1999 Results
Page 2 of 2
AUDIOVOX CORPORATION AND SUBSIDIARIES
CONSOLIDATED SUMMARY OF INCOME
(Dollars In Thousands, Except Share And Per Share Data)
Three Months Ended Twelve Months Ended
November 30, November 30,
(unaudited) (unaudited) (unaudited) (audited)
1999 1998 1999 1998
---------- ----------- ----------- -----------
Net sales $ 410,469 $ 208,809 $ 1,159,537 $ 616,695
Operating income 16,301 6,365 38,237 4,871
Net income 11,381 3,447 27,246 2,972
Net income per common $ 0.59 $ 0.18 $ 1.43 $ 0.16
share - basic
Net income per common $ 0.56 $ 0.18 $ 1.39 3$0.16
share - diluted
Weighted average number of
common shares outstanding - basic 19,329,782 19,052,391 19,100,047 19,134,529
Weighted average number of
common shares outstanding -
diluted 20,361,286 19,259,919 19,703,333 19,134,529
###
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Recent Developments
Net sales for our fiscal year ended November 30, 1999 were $1.16 billion,
an 88% increase from net sales of $616.7 million in fiscal 1998. Wireless group
sales were $929 million, a 110% increase from sales of $442 million in
fiscal1998. Unit sales of wireless handsets increased 82% to 6.1 million units
in fiscal 1999 from 3.3 million units in fiscal 1998. The average selling price
of our handsets increased to $140 per unit in fiscal 1999 from $114 per unit in
fiscal 1998.
Electronics group sales in fiscal 1999 were $231 million, a 32% increase
from sales of $175 million in fiscal 1998. This increase was largely due to
increased sales in our mobile video and consumer electronics product lines.
Gross profit margin for fiscal 1999 was 11.6%, compared to 14.4% in
fiscal1998. This decline in profit margin primarily resulted from margin
reductions in our Wireless group attributable to increased sales of digital
handsets, which have lower margins than analog handsets, and was also affected
by decreases in Latin American sales and margins.
Operating expenses were $96 million in fiscal 1999, compared to$84 million
in fiscal 1998. Net income was $27.2 million in fiscal 1999,compared to $3.0
million in fiscal 1998. Basic earnings per share were $1.43($1.39 diluted) in
fiscal 1999, compared to $0.16 (basic and diluted) in fiscal1998.
Recent Developments
Fourth Quarter 1999 Financial Results and Fiscal 1999 Year End Results
On January 13, 2000, we announced results for our fourth quarter and fiscal
year ending November 30, 1999.
Three Months Ended November 30, 1999
Net sales for the three months ended November 30, 1999 were$410.5 million,
a 97% increase from net sales of $208.8 million in the fourth quarter of 1998.
Wireless group sales were $337 million, a 102% increase from sales of $161
million in the fourth quarter of 1998. Unit sales of wireless handsets increased
100% to 2.2 million in the fourth quarter of 1999 from1.1 million units in the
fourth quarter of 1998. The average selling price for handsets increased to $142
per unit in the fourth quarter of 1999 from $125 per unit in the fourth quarter
of 1998. Digital handsets accounted for 61% of unit sales for the fourth quarter
of 1999 compared to 37% in the fourth quarter 1998.
Electronics group sales for the fourth quarter of 1999 were $73 million,
a47% increase from sales of $48 million in the fourth quarter of 1998. This
increase was due largely to increased sales of our mobile video and consumer
electronics product lines. Sales by our international subsidiaries increased asa
result of improvements in our Malaysian subsidiary.
Gross profit margin in the fourth quarter of 1999 was 10.8%, compared
to13.1% in the fourth
1
quarter of 1998. This decline in profit margin resulted primarily from margin
reductions in our Wireless group attributable to increased sales of digital
handsets, which have lower margins than analog handsets, and was also affected
by decreases in Latin American sales and margins. Gross profit was $44.4 million
in the fourth quarter of 1999, a 62% increase from gross profit of $27.3 million
in the fourth quarter of 1998.
Operating expenses were $28 million in the fourth quarter of 1999, compared
to $21 million in the fourth quarter 1998. Portions of this increase were due to
increased distribution and marketing costs. In addition, general and
administrative expenses increased due to greater employee compensation,
professional fees paid and provision for doubtful accounts.
Net income for the fourth quarter of 1999 was $11.4 million, an increase
of230% from net income of $3.4 million in the fourth quarter of 1998. Earnings
per share were $0.59 basic ($0.56 diluted) in the fourth quarter of 1999,
compared to $0.18 (basic and diluted) in the fourth quarter of 1998.
Fiscal 1999
Net sales for fiscal 1999 were $1.16 billion, an 88% increase from net
sales of $616.7 million in fiscal 1998. Wireless group sales were $929 million
in fiscal 1999, a 110% increase from sales of $442 million in fiscal 1998. Unit
sales of wireless handsets increased 82% to 6.1 million units in fiscal 1999from
3.3 million units in fiscal 1998. The average selling price for handsets
increased to $140 per unit in fiscal 1999 from $114 per unit in fiscal
1998.Digital handsets accounted for 55% of unit sales for fiscal 1999 compared
to 18%in fiscal 1998.
Electronics group sales for fiscal year 1999 were $231 million, a
32%increase from sales of $175 million in 1998. This increase was largely due to
increased sales in our mobile video and consumer electronics product lines.
Sales by our international subsidiaries increased for fiscal 1999 as a result of
improvements in our Malaysian subsidiary.
Gross profit margin for fiscal 1999 was 11.6%, compared to 14.4% in
fiscal1998. This decline in profit margin resulted primarily from margin
reductions in our Wireless group attributable to increased sales of digital
handsets, which have lower margins than analog handsets, and was also affected
by decreases in Latin American sales and margins. Gross profit increased 52% to
$135 million in fiscal 1999, versus $89 million in fiscal 1998.
Operating expenses were $96 million for fiscal 1999, compared to$84 million
in fiscal 1998, an increase of 15.2%. Portions of this increase were due to
increased distribution and marketing costs. In addition, general and
administrative expenses increased due to greater employee compensation,
professional fees paid and provision for doubtful accounts.
Net income for fiscal 1999 was $27.2 million, an increase of 817% from net
income of $3.0 million in fiscal 1998. Earnings per share were $1.43
($1.39diluted) in fiscal 1999 compared to $0.16 (basic and diluted) in fiscal
1998.
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