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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the fiscal year ended November 30, 1997
Commission file number 1-9532
AUDIOVOX CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 13-1964841
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
150 Marcus Blvd., Hauppauge, New York 11788
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (516) 231-7750
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on
Title of each class: Which Registered
Class A Common Stock $.01 par value American Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirement for the past 90 days.
Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Sec 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.
X
1
PART IV
Item 14 - Exhibits, Consolidated Financial Statement Schedules, and Reports
on Form 8-K
(a) (1)
The following financial statements are included in Item 8 of this Report:
Independent Auditors' Report
Consolidated Balance Sheets of Audiovox Corporation and Subsidiaries as of
November 30, 1997 and 1996.
Consolidated Statements of Income (Loss) of Audiovox Corporation and
Subsidiaries for the Years Ended November 30, 1997, 1996 and 1995.
Consolidated Statements of Stockholders' Equity of Audiovox Corporation and
Subsidiaries for the Years Ended November 30, 1997, 1996 and 1995.
Consolidated Statements of Cash Flows of Audiovox Corporation and Subsidiaries
for the Years Ended November 30, 1997, 1996 and 1995.
Notes to Consolidated Financial Statements.
(a) (2)
Financial Statement Schedules of the Registrant for the Years Ended November 30,
1997, 1996 and 1995.
Independent Auditors' Report on Financial Statement Schedules
Schedule Page
Number Description Number
II Valuation and Qualifying Accounts 67
All other financial statement schedules not listed are omitted because they are
either not required or the information is otherwise included.
2
Independent Auditors' Report
The Board of Directors and Stockholders
Audiovox Corporation:
Under the date of March 6, 1998 we reported on the consolidated balance sheets
of Audiovox Corporation and subsidiaries as of November 30, 1997 and 1996, and
the related consolidated statements of income (loss), stockholders' equity, and
cash flows for each of the years in the three-year period ended November 30,
1997, which are included in the Company's 1997 annual report on Form 10-K. In
connection with our audits of the aforementioned consolidated financial
statements, we also audited the related consolidated financial statement
schedules in the 1997 annual report on Form 10-K. These consolidated financial
statement schedules are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statement schedules
based on our audits.
In our opinion, such financial statement schedules, when considered in relation
to the basic consolidated financial statements taken as a whole, present fairly,
in all material respects, the information set forth therein.
s/KPMG Peat Marwick LLP
KPMG PEAT MARWICK LLP
Jericho, New York
March 6, 1998
3
(3) Exhibits See Item 14(c) for Index of Exhibits.
(b) Reports on Form 8-K
During the fourth quarter, the Registrant filed one report on Form 8-K.
The Form 8-K, dated August 19, 1997 and filed September 4, 1997,
reported that the Company had executed a Ninth Amendment to the
Company's Second Amended and Restated Credit Agreement (the Amendment).
The Amendment, among other things, (i) increased the aggregate amount
of the lenders' commitments under the Credit Agreement to $95,000,000;
(ii) extended the term of the Credit Agreement to February 28, 2000;
and (iii) decreased the applicable margin on base rate and Eurodollar
loans.
(c) Exhibits
Exhibit
Number Description
3.1 Certificate of Incorporation of the company
(incorporated by reference to the Company's Registration
Statement on Form S-1; No. 33-107, filed May 4, 1987).
3.1a Amendment to Certificate of Incorporation (incorporated
by reference to the Company's Annual Report on Form 10-K
for the year ended November 30, 1993).
3.2 By-laws of the Company (incorporated by reference to the
Company's Registration Statement on Form S-1;
No. 33-10726, filed May 4, 1987).
10.1 Eighth Amendment, dated as of March 7, 1997, to the
Second Amended and Restated Credit Agreement among the
Registrant and the several banks and financial
institutions (incorporated by reference to the Company's
Annual Report on Form 10-K for the year ended November
30, 1997).
10.2 Ninth Amendment, dated as of August 19, 1997, to the
Second Amended and Restated Credit Agreement among the
Registrant and the several banks and financial
institutions (incorporated by reference to the Company's
Form 8-K filed via EDGAR on September 4, 1997).
10.3 Tenth Amendment, dated as of October 24, 1997, to the
Second Amended and Restated Credit Agreement among the
Registrant and the several banks and financial
institutions (incorporated by reference to the Company's
Annual Report on Form 10-K for the year ended
November 30, 1997).
11 Statement of Computation of Income (Loss) per Common
Share (incorporated by reference to the Company's Annual
Report on Form 10-K for the year ended November 30,
1997).
21 Subsidiaries of the Registrant (incorporated by
reference to the Company's Annual
Report on Form 10-K for the year ended November 30,
1997).
23 Independent Auditors Consent (filed via EDGAR
herewith).
4
Exhibit
Number Description
27 Financial Data Schedule (incorporated by reference to
the Company's Annual Report on Form 10-K for the year
ended November 30, 1997).
(d) All other schedules are omitted because the required information is
shown in the financial statements or notes thereto or because they are
not applicable.
5
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
AUDIOVOX CORPORATION
March 16, 1998 BY:s/John J. Shalam
John J. Shalam, President
and Chief Executive Officer
6
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
President; March 16, 1998
Chief Executive Officer
s/John J. Shalam (Principal Executive Officer
John J. Shalam and Director
Executive Vice President and March 16, 1998
s/Philip Christopher Director
Philip Christopher
Senior Vice President, March 16, 1998
Chief Financial Officer (Principal
s/Charles M. Stoehr Financial and Accounting Offi
Charles M. Stoehr cer) and Director
Director March 16, 1998
s/Patrick M. Lavelle
Patrick M. Lavelle
s/Ann Boutcher Director March 16, 1998
- --------------
Ann Boutcher
s/Gordon Tucker Director March 16, 1998
- ---------------
Gordon Tucker
s/Irving Halevy Director March 16, 1998
- ---------------
Irving Halevy
s/Richard Maddia Director March 16, 1998
- ----------------
Richard Maddia
s/Paul C. Kreuch, Jr. Director March 16, 1998
- ---------------------
Paul C. Kreuch, Jr.
7
Independent Auditors' Consent
The Board of Directors and Stockholders
Audiovox Corporation:
We consent to incorporation by reference in the registration statements (No.
33-18119 and 33-65580) on Form S-8 and (No. 333-00811) on Form S-3 of Audiovox
Corporation and subsidiaries of our report dated March 6, 1998, relating to the
consolidated balance sheets of Audiovox Corporation and subsidiaries as of
November 30, 1997 and 1996, and the related consolidated statements of income
(loss), stockholders' equity and cash flows for each of the years in the
three-year period ended November 30, 1997, and all related schedules, which
report appears in the November 30, 1997 annual report on Form 10-K of Audiovox
Corporation and subsidiaries.
s/KPMG PEAT MARWICK LLP
KPMG PEAT MARWICK LLP
Jericho, New York
March 11, 1998
Exhibit 23