Q1 2015 10Q



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended May 31, 2014

 or
 
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
Commission file number: 0-28839
 
VOXX International Corporation
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
13-1964841
(IRS Employer Identification No.)
 
180 Marcus Blvd., Hauppauge, New York
(Address of principal executive offices)
 
11788
(Zip Code)
 
(631) 231-7750
(Registrant's telephone number, including area code)

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   o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  o      Accelerated filer  x Non-accelerated filer  o      Smaller reporting company   o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes   o       No   x

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes   x No   o

Number of shares of each class of the issuer's common stock outstanding as of the latest practicable date.


Class
As of July 9, 2014
Class A Common Stock
22,172,968

Shares
Class B Common Stock
2,260,954

Shares

1




VOXX International Corporation
 

 
Table of Contents
 
 
Page
PART I
FINANCIAL INFORMATION
 
 
 
 
Item 1
FINANCIAL STATEMENTS (unaudited)
 
 
Consolidated Balance Sheets at May 31, 2014 and February 28, 2014
 
Consolidated Statements of Operations and Comprehensive Income for the Three Months Ended May 31, 2014 and 2013
 
Consolidated Statements of Cash Flows for the Three Months Ended May 31, 2014 and 2013
 
Notes to Consolidated Financial Statements
Item 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Item 3
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Item 4
CONTROLS AND PROCEDURES
 
 
 
PART II
OTHER INFORMATION
 
 
 
 
Item 1
LEGAL PROCEEDINGS
Item 1A
RISK FACTORS
Item 2
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Item 6
EXHIBITS
SIGNATURES
 


2



PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

VOXX International Corporation and Subsidiaries
Consolidated Balance Sheets
(In thousands)

3



 
 
May 31, 2014
 
February 28, 2014
Assets
 
(unaudited)
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
 
$
10,926

 
$
10,603

Accounts receivable, net
 
121,971

 
147,054

Inventory, net
 
143,173

 
144,339

Receivables from vendors
 
3,484

 
2,443

Investment securities, current
 
7,654

 

Prepaid expenses and other current assets
 
16,357

 
15,897

Income tax receivable
 
4,276

 
2,463

Deferred income taxes
 
2,862

 
3,058

Total current assets
 
310,703

 
325,857

Investment securities
 
12,413

 
14,102

Equity investments
 
21,385

 
20,628

Property, plant and equipment, net
 
83,244

 
83,222

Goodwill
 
117,464

 
117,938

Intangible assets, net
 
172,654

 
174,312

Deferred income taxes
 
775

 
760

Other assets
 
9,808

 
10,331

Total assets
 
$
728,446

 
$
747,150

Liabilities and Stockholders' Equity
 
 

 
 

Current liabilities:
 
 

 
 

Accounts payable
 
$
64,827

 
$
55,373

Accrued expenses and other current liabilities
 
52,840

 
59,247

Income taxes payable
 
3,125

 
3,634

Accrued sales incentives
 
14,642

 
17,401

Deferred income taxes
 
10

 
9

Current portion of long-term debt
 
6,530

 
5,960

Total current liabilities
 
141,974

 
141,624

Long-term debt
 
84,218

 
103,222

Capital lease obligation
 
5,971

 
6,114

Deferred compensation
 
5,684

 
5,807

Other tax liabilities
 
10,781

 
11,060

Deferred tax liabilities
 
34,991

 
34,963

Other long-term liabilities
 
14,470

 
14,776

Total liabilities
 
298,089

 
317,566

Commitments and contingencies
 


 


Stockholders' equity:
 
 

 
 

Preferred stock
 

 

Common stock
 
277

 
277

Paid-in capital
 
291,035

 
290,960

Retained earnings
 
159,060

 
158,571

Accumulated other comprehensive loss
 
(1,664
)
 
(1,873
)
Treasury stock
 
(18,351
)
 
(18,351
)
Total stockholders' equity
 
430,357

 
429,584

Total liabilities and stockholders' equity
 
$
728,446

 
$
747,150

See accompanying notes to consolidated financial statements.

4



VOXX International Corporation and Subsidiaries
Consolidated Statements of Operations and Comprehensive Income
 (In thousands, except share and per share data)
(unaudited)

 
 
Three Months Ended
May 31,
 
 
2014
 
2013
Net sales
 
$
186,899

 
$
192,972

Cost of sales
 
133,846

 
138,459

Gross profit
 
53,053

 
54,513

Operating expenses:
 
 

 
 

Selling
 
14,596

 
13,123

General and administrative
 
29,615

 
28,938

Engineering and technical support
 
9,261

 
8,735

Restructuring expense
 

 
303

Total operating expenses
 
53,472

 
51,099

Operating (loss) income
 
(419
)
 
3,414

Other income (expense):
 
 

 
 

Interest and bank charges
 
(1,608
)
 
(1,980
)
Equity in income of equity investees
 
1,931

 
1,756

Other, net
 
653

 
16

Total other income (expense), net
 
976

 
(208
)
Income before income taxes
 
557

 
3,206

Income tax expense
 
68

 
1,064

Net income
 
$
489

 
$
2,142

Other comprehensive income (loss):
 
 
 
 
Foreign currency translation adjustments
 
(441
)
 
(2,320
)
Derivatives designated for hedging
 
640

 
311

Pension plan adjustments
 
10

 
6

Other comprehensive income (loss), net of tax
 
209

 
(2,003
)
Comprehensive income
 
$
698

 
$
139

 
 
 
 
 
Net income per common share (basic)
 
$
0.02

 
$
0.09

Net income per common share (diluted)
 
$
0.02

 
$
0.09

Weighted-average common shares outstanding (basic)
 
24,518,510

 
23,720,275

Weighted-average common shares outstanding (diluted)
 
24,544,535

 
23,946,638


See accompanying notes to consolidated financial statements.



5



VOXX International Corporation and Subsidiaries
Consolidated Statements of Cash Flows
(In thousands)
(unaudited)

 
 
Three Months Ended
May 31,
 
 
2014
 
2013
Cash flows from operating activities:
 
 
 
 
Net income
 
$
489

 
$
2,142

Adjustments to reconcile net income to net cash provided by operating activities:
 
 

 
 

Depreciation and amortization
 
3,933

 
4,005

Amortization of debt discount
 
279

 
344

Bad debt expense
 
58

 
377

Loss on forward contracts
 
202

 
22

Equity in income of equity investees
 
(1,931
)
 
(1,756
)
Distribution of income from equity investees
 
1,174

 
575

Deferred income tax expense
 
103

 
(482
)
Non-cash compensation adjustment
 
38

 
85

Non-cash stock based compensation expense
 
75

 
335

Loss on sale of property, plant and equipment
 

 
(1
)
Changes in operating assets and liabilities (net of assets and liabilities acquired):
 
 

 
 

Accounts receivable
 
24,928

 
19,882

Inventory
 
937

 
6,507

Receivables from vendors
 
(1,045
)
 
2,964

Prepaid expenses and other
 
224

 
777

Investment securities-trading
 

 
(40
)
Accounts payable, accrued expenses, accrued sales incentives and other liabilities
 
868

 
117

Income taxes payable
 
(2,587
)
 
(1,957
)
Net cash provided by operating activities
 
27,745

 
33,896

Cash flows from investing activities:
 
 

 
 

Purchases of property, plant and equipment
 
(3,012
)
 
(3,189
)
Purchase of long-term investments
 
(6,000
)
 

Increase in notes receivable
 

 
81

Net cash used in investing activities
 
(9,012
)
 
(3,108
)
Cash flows from financing activities:
 
 

 
 

Repayment of short-term debt
 
(38
)
 
(48
)
Principal payments on capital lease obligation
 
(130
)
 
(88
)
Repayment of bank obligations
 
(18,344
)
 
(34,717
)
Proceeds from exercise of stock options
 

 
1,717

Net cash used in financing activities
 
(18,512
)
 
(33,136
)
Effect of exchange rate changes on cash
 
102

 
(1,174
)
Net increase (decrease) in cash and cash equivalents
 
323

 
(3,522
)
Cash and cash equivalents at beginning of period
 
10,603

 
19,777

Cash and cash equivalents at end of period
 
$
10,926

 
$
16,255


See accompanying notes to consolidated financial statements.


6



VOXX International Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Amounts in thousands, except share and per share data)

(1)    Basis of Presentation

The accompanying unaudited interim consolidated financial statements of VOXX International Corporation and subsidiaries ("Voxx" or the "Company") have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission and in accordance with accounting principles generally accepted in the United States of America and include all adjustments (consisting of normal recurring adjustments), which, in the opinion of management, are necessary to present fairly the consolidated financial position, results of operations and cash flows for all periods presented.  The results of operations are not necessarily indicative of the results to be expected for the full fiscal year or any interim period.  These consolidated financial statements do not include all disclosures associated with consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America. Accordingly, these statements should be read in conjunction with the Company's audited consolidated financial statements and notes thereto contained in the Company's Form 10-K for the fiscal year ended February 28, 2014. Certain amounts in prior year have been reclassified to conform to the current year presentation.

We have determined that we operate in three reportable segments, Automotive, Premium Audio and Consumer Accessories. See Note 19 for the Company's segment reporting disclosures.

(2)    Net Income Per Common Share
 
Basic net income per common share is based upon the weighted-average common shares outstanding during the period.  Diluted net income per common share reflects the potential dilution that would occur if common stock equivalent securities or other contracts to issue common stock were exercised or converted into common stock.

There are no reconciling items which impact the numerator of basic and diluted net income per common share.  A reconciliation between the denominator of basic and diluted net income per common share is as follows:

 
 
Three Months Ended
May 31,
 
 
2014
 
2013
Weighted-average common shares outstanding
 
24,518,510

 
23,720,275

Effect of dilutive securities:
 
 

 
 

Stock options and warrants
 
26,025

 
226,363

Weighted-average common shares and potential common shares outstanding
 
24,544,535

 
23,946,638

 
Restricted stock, stock options and warrants of 84,588 and 0 for the three months ended May 31, 2014 and 2013, respectively, were not included in the net income per diluted share calculation because the exercise price of these restricted stock, stock options and warrants was greater than the average market price of the Company’s common stock during these periods or their inclusion would have been anti-dilutive.


7

VOXX International Corporation and Subsidiaries
Notes to Consolidated Financial Statements, continued
(Amounts in thousands, except share and per share data)

(3)    Fair Value Measurements and Derivatives

The Company applies the authoritative guidance on “Fair Value Measurements," which among other things, requires enhanced disclosures about investments that are measured and reported at fair value. This guidance establishes a hierarchal disclosure framework that prioritizes and ranks the level of market price observability used in measuring investments at fair value. Market price observability is impacted by a number of factors, including the type of investment and the characteristics specific to the investment. Investments with readily available active quoted prices, or for which fair value can be measured from actively quoted prices, generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.
Investments measured and reported at fair value are classified and disclosed in one of the following categories:
Level 1 - Quoted market prices in active markets for identical assets or liabilities.
Level 2 - Inputs other than Level 1 inputs that are either directly or indirectly observable.
Level 3 - Unobservable inputs developed using the Company's estimates and assumptions, which reflect those that market participants would use.

The following table presents assets measured at fair value on a recurring basis at May 31, 2014:

 
 
 
Fair Value Measurements at Reporting Date Using
 
Total
 
Level 1
 
Level 2
Cash and cash equivalents:
 
 
 
 
 
Cash and money market funds
$
10,926

 
$
10,926

 
$

Derivatives
 

 
 

 
 

Designated for hedging
$
(45
)
 
$

 
$
(45
)
Total derivatives
$
(45
)
 
$

 
$
(45
)
Investment securities:
 

 
 

 
 

Trading securities
$
4,160

 
$
4,160

 
$

Available-for-sale securities
3

 
3

 

Other investments at amortized cost (a)
15,904

 

 

Total investment securities
$
20,067

 
$
4,163

 
$


The following table presents assets measured at fair value on a recurring basis at February 28, 2014:

 
 
 
Fair Value Measurements at Reporting Date Using
 
Total
 
Level 1
 
Level 2
Cash and cash equivalents:
 
 
 
 
 
Cash and money market funds
$
10,603

 
$
10,603

 
$

Derivatives
 

 
 

 
 

Designated for hedging
$
(963
)
 
$

 
$
(963
)
Total derivatives
$
(963
)
 
$

 
$
(963
)
Long-term investment securities:
 

 
 

 
 

Trading securities
$
4,234

 
$
4,234

 
$

Available-for-sale securities
3

 
3

 

Other investments at amortized cost (a)
9,865

 

 

Total long-term investment securities
$
14,102

 
$
4,237

 
$


(a)
There were no events or changes in circumstances that occurred to indicate a significant adverse effect on the cost of these investments. The Company's investment in Venezuelan government bonds will mature in March 2015 and

8

VOXX International Corporation and Subsidiaries
Notes to Consolidated Financial Statements, continued
(Amounts in thousands, except share and per share data)

have been classified as current assets at May 31, 2014. Fair values of these other investments are determined based on Level 3 inputs. As of May 31, 2014 and February 28, 2014, it is not practicable to estimate the fair values of these other investments.

The carrying amount of the Company's accounts receivable, short-term debt, accounts payable, accrued expenses, bank obligations and long-term debt approximates fair value because of (i) the short-term nature of the financial instrument; (ii) the interest rate on the financial instrument being reset every quarter to reflect current market rates, and (iii) the stated or implicit interest rate approximates the current market rates or are not materially different than market rates.
Derivative Instruments
The Company's derivative instruments include forward foreign currency contracts utilized to hedge a portion of its foreign currency inventory purchases and local operating expenses. During Fiscal 2014, the Company also entered into three interest rate swap agreements, two of which hedge interest rate exposure related to the forecasted outstanding borrowings on a portion of its amended credit facility ("Amended Facility"), and the third hedges interest rate exposure related to the forecasted outstanding balance of one of its mortgage notes, with monthly payments due through May 2023. The two swap agreements related to the Amended Facility lock the Company's LIBOR rates at 0.515% and 0.518% (exclusive of credit spread) for the respective agreements through the swaps' maturities of February 28, 2017 and April 29, 2016, respectively. The swap agreement related to the Company's mortgage locks the interest rate on the debt at 3.92% (inclusive of credit spread) through the end of the mortgage. The forward foreign currency derivatives qualifying for hedge accounting are designated as cash flow hedges and valued using observable forward rates for the same or similar instruments (Level 2). The duration of open forward foreign currency contracts range from 1 - 9 months and are classified in the balance sheet according to their terms. Interest rate swap agreements qualifying for hedge accounting are designated as cash flow hedges and valued based on a comparison of the change in fair value of the actual swap contracts designated as the hedging instruments and the change in fair value of a hypothetical swap contract (Level 2). We calculate the fair value of interest rate swap agreements quarterly based on the quoted market price for the same or similar financial instruments. Interest rate swaps are classified in the balance sheet as either non-current assets or non-current liabilities based on the fair value of the instruments at the end of the period.
It is the Company's policy to enter into derivative instrument contracts with terms that coincide with the underlying exposure being hedged. As such, the Company's derivative instruments are expected to be highly effective. Hedge ineffectiveness, if any, is recognized as incurred through other income (expense) in the Company's Consolidated Statements of Operations and Comprehensive Income (Loss) and amounted to $(13) and $3 for the three months ended May 31, 2014 and 2013, respectively.
Financial Statement Classification
The Company holds derivative instruments that are designated as hedging instruments. The following table discloses the fair value as of May 31, 2014 and February 28, 2014 of derivative instruments:
 
 
Derivative Assets and Liabilities
 
 
 
 
Fair Value
 
 
Account
 
May 31, 2014
 
February 28, 2014
Designated derivative instruments
 
 
 
 
 
 
Foreign currency contracts
 
Accrued expenses and other current liabilities
 
$
(63
)
 
$
(784
)
 
 
Prepaid expenses and other current assets
 
43

 

Interest rate swap agreements
 
Other liabilities
 
(25
)
 
(179
)
 
 
 
 
 
 
 
Total derivatives
 
 
 
$
(45
)
 
$
(963
)


9

VOXX International Corporation and Subsidiaries
Notes to Consolidated Financial Statements, continued
(Amounts in thousands, except share and per share data)

Cash flow hedges

During Fiscal 2014, the Company entered into forward foreign currency contracts, which have a current outstanding notional value of $26,682 and are designated as cash flow hedges at May 31, 2014. The current outstanding notional value of the Company's three interest rate swaps at May 31, 2014 is $7,085, $41,250 and $25,000. For cash flow hedges, the effective portion of the gain or loss is reported as a component of other comprehensive income (loss) and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings.

Activity related to cash flow hedges recorded during the three months ended May 31, 2014 and 2013 was as follows:

 
For the three months ended
 
For the three months ended
 
May 31, 2014
 
May 31, 2013
 
Pretax Gain (Loss) Recognized in Other Comprehensive Income
 
Pretax Gain (Loss) Reclassified from Accumulated Other Comprehensive Income (a)
 
Gain (Loss) for Ineffectiveness in Other Income
 
Pretax Gain (Loss) Recognized in Other Comprehensive Income
 
Pretax Gain (Loss) Reclassified from Accumulated Other Comprehensive Income
 
Gain (Loss) for Ineffectiveness in Other Income
Cash flow hedges
 
 
 
 
 
 
 
 
 
 
 
Foreign currency contracts
$
475

 
$
(202
)
 
$
(13
)
 
$
395

 
$
(22
)
 
$
3

Interest rate swaps
$
154

 
$

 
$

 
$
16

 
$

 
$


(a) Gains and losses related to foreign currency contracts are reclassified to cost of sales. Gains and losses related to interest rate swaps are reclassified to interest expense. Fair values of these other investments are determined based on Level 3 inputs. As of May 31, 2014 and February 28, 2014, it is not practicable to estimate the fair values of these other investments.

The net loss recognized in other comprehensive income for foreign currency contracts is expected to be recognized in cost of sales within the next twelve months. No amounts were excluded from the assessment of hedge effectiveness during the respective periods. As of May 31, 2014, no contracts originally designated for hedge accounting were de-designated or terminated.

(4)    Investment Securities

As of May 31, 2014 and February 28, 2014, the Company had the following investments:


10

VOXX International Corporation and Subsidiaries
Notes to Consolidated Financial Statements, continued
(Amounts in thousands, except share and per share data)

 
May 31, 2014
 
February 28, 2014
 
Cost
Basis
 
Unrealized
Holding
Gain/(Loss)
 
Fair
Value
 
Cost
Basis
 
Unrealized
Holding
Gain/(Loss)
 
Fair
Value
Investment Securities
 

 
 

 
 

 
 

 
 

 
 

Marketable Securities
 

 
 

 
 

 
 

 
 

 
 

Trading
 

 
 

 
 

 
 

 
 

 
 

Deferred Compensation
$
4,160

 
$

 
$
4,160

 
$
4,234

 
$

 
$
4,234

Available-for-sale
 

 
 

 
 

 
 

 
 

 
 

Cellstar

 
3

 
3

 

 
3

 
3

Bliss-tel

 

 

 

 

 

Held-to-maturity Investment
7,654

 

 
7,654

 
7,640

 

 
7,640

Total Marketable Securities
11,814

 
3

 
11,817

 
11,874

 
3

 
11,877

Other Long-Term Investment
8,250

 

 
8,250

 
2,225

 

 
2,225

Total Investment Securities
$
20,064

 
$
3

 
$
20,067

 
$
14,099

 
$
3

 
$
14,102



Current Investments

Held-to-Maturity Investment

Current investments include an investment in U.S. dollar-denominated bonds issued by the Venezuelan government, which is classified as held-to-maturity and accounted for under the amortized cost method. These bonds mature in March 2015 and are classified as current assets at May 31, 2014.
Long-Term Investments

Trading Securities

The Company’s trading securities consist of mutual funds, which are held in connection with the Company’s deferred compensation plan. Unrealized holding gains and losses on trading securities offset those associated with the corresponding deferred compensation liability.

Available-For-Sale Securities

The Company’s available-for-sale marketable securities include a less than 20% equity ownership in CLST Holdings, Inc. (“Cellstar") and Bliss-tel Public Company Limited (“Bliss-tel").

Unrealized holding gains and losses, net of the related tax effect (if applicable), on available-for-sale securities are reported as a component of accumulated other comprehensive income (loss) until realized. Realized gains and losses from the sale of available-for-sale securities are determined on a specific identification basis and reported in Other Income.

A decline in the market value of any available-for-sale security below cost that is deemed other-than-temporary results in a reduction in carrying amount to fair value. The impairment is charged to earnings and a new cost basis for the security is established.  The Company considers numerous factors, on a case-by-case basis, in evaluating whether the decline in market value of an available-for-sale security below cost is other-than-temporary. Such factors include, but are not limited to, (i) the length of time and the extent to which the market value has been less than cost; (ii) the financial condition and the near-term prospects of the issuer of the investment; and (iii) whether the Company's intent to retain the investment for the period of time is sufficient to allow for any anticipated recovery in market value. No other-than-temporary losses were incurred by the Company during the three months ended May 31, 2014 or 2013. As of May 31, 2014, the Company owns 72,500,000 shares in its Bliss-tel investment, which carries a value of $0 at May 31, 2014 as a result of other-than-

11

VOXX International Corporation and Subsidiaries
Notes to Consolidated Financial Statements, continued
(Amounts in thousands, except share and per share data)

temporary impairment charges incurred in prior fiscal years. Management continues to monitor the performance of Bliss-tel and determined the estimated value of the investment to remain $0 at May 31, 2014.

Other Long-Term Investments

Other long-term investments include investments in three non-controlled corporations accounted for by the cost method. As of May 31, 2014, the Company's investment in Rx Networks totaled $2,250 and we held 16.9% of the outstanding shares of this company. No additional investment was made in Rx Networks during the three months ended May 31, 2014. During the three months ended May 31, 2014, the Company invested $3,000 each in EyeLock, Inc. and EyeSee360, Inc. The Company holds 3.5% and 7.8% of the outstanding shares, or their convertible equivalent, of these two companies, respectively, as of May 31, 2014. The total balance of these three investments at May 31, 2014 was $8,250.

(5)    Accumulated Other Comprehensive Income (Loss)

The Company’s accumulated other comprehensive losses consist of the following:

 
 
Foreign Exchange Losses
 
Unrealized losses on investments, net of tax
 
Pension plan adjustments, net of tax
 
Derivatives designated in a hedging relationship, net of tax
 
Total
Balance at February 28, 2014
 
$
235

 
$
(74
)
 
$
(1,319
)
 
$
(715
)
 
$
(1,873
)
Other comprehensive (loss) income before reclassifications
 
(441
)
 

 
10

 
497

 
66

Reclassified from accumulated other comprehensive income (loss)
 

 

 

 
143

 
143

Net current-period other comprehensive (loss) income
 
(441
)
 

 
10

 
640

 
209

Balance at May 31, 2014
 
$
(206
)
 
$
(74
)
 
$
(1,309
)
 
$
(75
)
 
$
(1,664
)

During the three months ended May 31, 2014, the Company recorded taxes related to unrealized losses on investments of $0, pension plan adjustments of $0 and derivatives designated in a hedging relationship of $197.

(6)    Supplemental Cash Flow Information

The following is supplemental information relating to the consolidated statements of cash flows:

 
 
Three Months Ended
May 31,
 
 
2014
 
2013
Cash paid during the period:
 
 
 
 
Interest (excluding bank charges)
 
$
1,039

 
$
1,452

Income taxes (net of refunds)
 
$
1,928

 
$
3,060


(7)    Accounting for Stock-Based Compensation
 
The Company has various stock-based compensation plans, which are more fully described in Note 1 of the Company’s Form 10-K for the fiscal year ended February 28, 2014.

The Company granted 256,250 options in December of 2012, which vested on July 1, 2013, expire two years from date of vesting (June 30, 2015), have an exercise price equal to $6.79, $0.25 above the sales price of the Company’s stock on

12

VOXX International Corporation and Subsidiaries
Notes to Consolidated Financial Statements, continued
(Amounts in thousands, except share and per share data)

the day prior to the date of grant, have a contractual term of 2.50 years and a grant date fair value of $1.99 per share determined based upon a Black-Scholes valuation model.

In addition, the Company issued 17,500 warrants in December of 2012 to purchase the Company’s common stock with the same terms as those of the options above as consideration for future legal and professional services. All of these warrants have been exercised as of May 31, 2014.

Information regarding the Company's stock options and warrants is summarized below:

 
 
Number of Shares
 
Weighted
Average
Exercise
Price
 
Weighted
Average
Remaining
Contractual
Life
Outstanding at February 28, 2014
 
79,204

 
$
6.79

 
 
Granted
 

 

 
 
Exercised
 

 

 
 
Forfeited/expired
 

 

 
 
Outstanding and exercisable at May 31, 2014
 
79,204

 
$
6.79

 
1.08

On January 30, 2014, the Company granted 84,588 shares of restricted stock in accordance with a newly established Supplemental Executive Retirement Plan (SERP). A restricted stock award is an award of common stock that is subject to certain restrictions during a specified period. Restricted stock awards are independent of option grants and are subject to forfeiture if employment terminates prior to the release of the restrictions. Shares under the above plan were granted based on certain performance criteria and vest on the later of three years from the date of participation in the SERP, or the grantee reaching the age of 65 years. The shares will not be issued to the grantee before they vest. The grantee cannot transfer the rights to receive shares before the restricted shares vest. There are no market conditions inherent in the award, only an employee performance requirement, and the service requirement that the respective employee continues employment with the Company through the vesting date. The Company expenses the cost of the restricted stock awards on a straight-line basis over the requisite service period of each employee or a maximum of 12.75 years. For these purposes, the fair market value of the restricted stock, $13.62, was determined based on the closing price of the Company's common stock on the grant date.

The following table presents a summary of the Company's restricted stock activity for the three months ended May 31, 2014:

 
Number of Shares (in thousands)
 
Weighted Average Grant Date Fair Value
Balance at February 28, 2014
84,588
 
$
13.62

Granted

 

Vested

 

Forfeited

 

Balance at May 31, 2014
84,588
 
$
13.62


During the three months ended May 31, 2014, the Company recorded $75 in stock-based compensation related to restricted stock awards. As of May 31, 2014, there was $1,052 of unrecognized stock-based compensation expense related to unvested restricted stock awards.

(8)    Supply Chain Financing

The Company has three supply chain financing agreements ("factoring agreements") that were entered into for the purpose of accelerating receivable collection and better managing cash flow. The factored balances for all three agreements are

13

VOXX International Corporation and Subsidiaries
Notes to Consolidated Financial Statements, continued
(Amounts in thousands, except share and per share data)

sold without recourse and are accounted for as sales of accounts receivable. Total balances for the three months ended May 31, 2014 and 2013 were approximately $48,000 and $17,000, respectively.

(9)    Research and Development

Expenditures for research and development are charged to expense as incurred. Such expenditures amount to $5,389 and $5,333 for the three months ended May 31, 2014 and 2013, respectively, net of customer reimbursement, and are included within engineering and technical support expenses on the Consolidated Statements of Operations and Comprehensive Income (Loss).

The Company enters into development and long-term supply agreements with certain of its OEM ("Original Equipment Manufacturer") customers. Revenues earned from the development services are recorded based upon the milestone method of revenue recognition provided certain criteria are met. Amounts due from OEM customers for development services are reflected as a reduction of research and development expense because the performance of contract development services is not central to the Company's operations. For the three months ended May 31, 2014 and 2013, the Company recorded $2,211 and $906, respectively, of development service revenue as a reduction of research and development expense based upon the achievement of milestones.


(10)    Goodwill and Intangible Assets

The change in goodwill is as follows:

Balance at February 28, 2014
$
117,938

Adjustments, including currency translation
(474
)
Balance at May 31, 2014
$
117,464


At May 31, 2014, intangible assets consisted of the following:  

 
 
Gross
Carrying
Value
 
Accumulated
Amortization
 
Total Net
Book
Value
Finite-lived intangible assets:
 


 
 
 
 
Customer relationships (5-20 years)
 
$
68,019

 
$
17,491

 
$
50,528

Trademarks/Tradenames (3-12 years)
 
415

 
379

 
36

Patents (5-10 years)
 
10,297

 
3,103

 
7,194

License (5 years)
 
1,400

 
1,400

 

Contract (5 years)
 
1,556

 
1,496

 
60

Total finite-lived intangible assets
 
$
81,687

 
$
23,869

 
57,818

Indefinite-lived intangible assets
 
 
 
 
 
 
Trademarks
 
 
 
 
 
114,836

Total net intangible assets
 
 
 
 
 
$
172,654


At February 28, 2014, intangible assets consisted of the following: 


14

VOXX International Corporation and Subsidiaries
Notes to Consolidated Financial Statements, continued
(Amounts in thousands, except share and per share data)

 
 
Gross
Carrying
Value
 
Accumulated
Amortization
 
Total Net
Book
Value
Finite-lived intangible assets:
 
 
 
 
 
 
Customer relationships (5-20 years)
 
$
68,231

 
$
16,381

 
$
51,850

Trademarks/Tradenames (3-12 years)
 
415

 
377

 
38

Patents (5-10 years)
 
10,357

 
2,879

 
7,478

License (5 years)
 
1,400

 
1,400

 

Contract (5 years)
 
1,556

 
1,474

 
82

Total finite-lived intangible assets
 
$
81,959

 
$
22,511

 
59,448

Indefinite-lived intangible assets
 
 
 
 
 
 
Trademarks
 
 
 
 
 
114,864

Total net intangible assets
 
 
 
 
 
$
174,312


The Company recorded amortization expense of $1,416 and $1,434 for the three months ended May 31, 2014 and 2013, respectively. The estimated aggregate amortization expense for the cumulative five years ending May 31, 2019 amounts to $27,716.

We evaluate the carrying value of long-lived assets, including intangible assets subject to amortization, when events and circumstances warrant such a review. The carrying value of long-lived assets is considered impaired when the estimated undiscounted cash flows from such assets are less than their carrying value. In that event, a loss is recognized equal to the amount by which the carrying value exceeds the fair value of the long-lived assets. Fair value is determined by primarily using a discounted cash flow methodology that requires considerable management judgment and long-term assumptions. There were no impairment triggering events during the three months ended May 31, 2014, therefore, management believes the current carrying value of its intangible assets is not impaired. Our estimate of net future cash flows is based on historical experience and assumptions of future trends, which may be different from actual results. We periodically review the appropriateness of the estimated useful lives of our long-lived assets.

(11)    Equity Investment

As of May 31, 2014 and February 28, 2014, the Company had a 50% non-controlling ownership interest in ASA Electronics, LLC and Subsidiary (“ASA") which acts as a distributor of mobile electronics specifically designed for niche markets within the automotive industry, including RV's; buses; and commercial, heavy duty, agricultural, construction, powersport, and marine vehicles.

The following presents summary financial information for ASA.  Such summary financial information has been provided herein based upon the individual significance of ASA to the consolidated financial information of the Company.


15

VOXX International Corporation and Subsidiaries
Notes to Consolidated Financial Statements, continued
(Amounts in thousands, except share and per share data)

 
 
May 31,
2014
 
February 28,
2014
Current assets
 
$
44,252

 
$
41,820

Non-current assets
 
5,221

 
5,171

Current liabilities
 
6,703

 
5,735

Members' equity
 
42,770

 
41,256

 
 
Three Months Ended
May 31,
 
 
2014
 
2013
Net sales
 
$
25,476

 
$
26,758

Gross profit
 
7,813

 
7,743

Operating income
 
3,459

 
3,502

Net income
 
3,862

 
3,512

 
The Company's share of income from ASA was $1,931 and $1,756 for the three months ended May 31, 2014 and 2013, respectively.  

(12)    Income Taxes

The Company’s provision for income taxes consists of U.S. and foreign taxes in amounts necessary to align the Company’s year-to-date provision for income taxes with the effective tax rate that the Company expects to achieve for the full year. The Company’s annual effective tax rate for Fiscal 2015 excluding discrete items is estimated to be 36.4% (which includes U.S., state and local and foreign taxes) based upon the Company’s anticipated earnings both in the U.S. and in its foreign subsidiaries.

For the three months ended May 31, 2014, the Company recorded a provision for income taxes of $68, which consisted of U.S., state and local and foreign taxes, including a discrete benefit of $135. The discrete benefit consists of a benefit of $351 related to the reversal of an uncertain tax position as a result of an audit settlement, offset by a provision of $66 related to the accrual of interest for uncertain tax positions under ASC 740 and a provision of $150 related to the impact of state tax law changes on deferred taxes. For the three months ended May 31, 2013, the Company recorded a provision for income taxes of $1,064.

The effective tax rate for the three months ended May 31, 2014 was a provision for income taxes of 12.2% compared to a benefit for income taxes of 33.2% in the comparable prior period.  The effective tax rate for the three months ended May 31, 2014 is different than the statutory rate primarily due to state and local taxes, U.S. effects of foreign operations, various federal and state tax credits and the discrete benefit of $135.

(13)    Inventory

Inventories by major category are as follows:

 
 
May 31,
2014
 
February 28,
2014
Raw materials
 
$
30,167

 
$
32,193

Work in process
 
5,493

 
4,664

Finished goods
 
107,513

 
107,482

Inventory, net
 
$
143,173

 
$
144,339


(14)     Financing Arrangements

The Company has the following financing arrangements:

16

VOXX International Corporation and Subsidiaries
Notes to Consolidated Financial Statements, continued
(Amounts in thousands, except share and per share data)


 
 
May 31,
2014
 
February 28,
2014
Debt
 
 
 
 
Domestic bank obligations (a)
 
$
69,550

 
$
87,950

Euro asset-based lending obligation (b)
 
3,983

 
3,762

Schwaiger mortgage (c)
 
1,622

 
1,706

Klipsch notes (d)
 
7,623

 
7,855

Audiovox Germany loans (e)
 
7,608

 
7,909

Hirschmann line of credit (f)
 
362

 

Total debt
 
90,748

 
109,182

Less: current portion of long-term debt
 
6,530

 
5,960

 Total long-term debt
 
$
84,218

 
$
103,222


(a)          Domestic Bank Obligations
 
From March 1, 2013 through January 8, 2014, the Company had a revolving credit facility (the "Credit Facility"). The Credit Facility had an aggregated committed availability of up to $205,000, consisting of a revolving credit facility of $80,000; a $50,000 multicurrency revolving facility, of which up to the equivalent of $50,000 was available only to VOXX International (Germany) GmbH in euros; and a five year term loan facility in the aggregate principal amount of $75,000. $110,000 of the U. S. revolving credit facility was available on a revolving basis for five years from the closing date. An additional $20,000 was available during the periods from September 1, 2012 through January 31, 2013 and from September 1, 2013 through November 30, 2013. The Credit Facility included a $25,000 sublimit for issuers of letters of credit for domestic borrowings and a $10,000 sublimit for Swing Loans.

On January 9, 2014, the Company amended and restated the Credit Facility (the "Amended Facility"). The Amended Facility provides for senior secured credit facilities in an aggregate amount of $200,000, consisting of a revolving credit facility of $200,000, with a $30,000 multicurrency revolving credit facility sublimit, a $25,000 sublimit for Letters of Credit and a $10,000 sublimit for Swingline Loans. The Amended Facility is due on January 9, 2019, however, it is subject to acceleration upon the occurrence of an Event of Default (as defined in the Credit Agreement).

Generally, the Company may designate specific borrowings under the Amended Facility as either Alternate Base Rate Loans or LIBOR Rate Loans, except that Swingline Loans may only be designated as Alternate Base Rate Loans. VOXX International (Germany) GmbH may only borrow euros, and only as LIBOR rate loans. Loans designated as LIBOR Rate Loans shall bear interest at a rate equal to the then applicable LIBOR rate plus a range of 1.00 - 2.00% based upon leverage, as defined in the agreement. Loans designated as Alternate Base Rate loans shall bear interest at a rate equal to the base rate plus an applicable margin ranging from 0.00 - 1.00% based on excess availability in the borrowing base. As of May 31, 2014, the interest rate on the facility was 2.57%.

The Amended Facility requires compliance with non-financial and financial covenants. As of May 31, 2014, the Company was in compliance with all debt covenants.

The Obligations under the Amended Facility are secured by valid and perfected first priority security interests in liens on all of the following: (a)(i) 100% of the capital stock or other membership or partnership equity ownership of profit interests of each domestic Credit Party (other than the Company), and (ii) 65% of the voting equity interests and 100% of the non-voting equity interests of all present and future first-tier foreign subsidiaries of any Credit Party (or such greater percentage as would not result in material adverse federal income tax consequences for the Company); (b) all of (i) the tangible and intangible personal property/assets of the Credit Parties and (ii) the fee-owned real property of the Company located in Hauppauge, New York; and (c) all products, profits, rents and proceeds of the foregoing.

17

VOXX International Corporation and Subsidiaries
Notes to Consolidated Financial Statements, continued
(Amounts in thousands, except share and per share data)


As of May 31, 2014, approximately $69,550 was outstanding under the line. Charges incurred on the unused portion of the Credit Facility and Amended Credit Facility during the three months ended May 31, 2014 and May 31, 2013 totaled $68 and $28, respectively, and are included within interest and bank charges on the Consolidated Statement of Operations and Comprehensive Income (Loss).

As a result of the amendment to the Credit Facility, the Company incurred additional debt financing costs of $1,455, which are recorded as deferred financing costs. The Company accounted for the amendment as a modification of debt and added these costs to the remaining financing costs related to the original Credit Facility and its amended predecessor of approximately $6,700. These deferred financing costs are included in other assets on the accompanying consolidated balance sheets and are being amortized through interest and bank charges over the five year term of the Amended Facility. During the three months ended May 31, 2014 and May 31, 2013, the Company amortized $279 and $344 of these costs, respectively.


(b)          Euro Asset-Based Lending Obligation
 
Foreign bank obligations include a financing arrangement entered into in October 2000, totaling €20,000 and consisting of a Euro accounts receivable factoring arrangement and a Euro Asset-Based Lending ("ABL") (up to 60% of eligible non-factored accounts receivable) credit facility for the Company's subsidiary, Audiovox Germany, which expires on November 1, 2014. The rate of interest is the three month Euribor plus 1.9% (2.2% at May 31, 2014), and the Company pays 0.22% of its gross sales as a fee for the accounts receivable factoring arrangement. As of May 31, 2014, the amount of non-factored accounts receivable exceeded the amounts outstanding under this obligation.
  
(c)          Schwaiger Mortgage
 
In January 2012, the Company's Schwaiger subsidiary purchased a building, entering into a mortgage note payable. The mortgage note bears interest at 3.75% and will be fully paid by December 2019.
 
(d)    Klipsch Mortgages

Included in this balance is a mortgage on a facility included in the assets acquired in connection with the Klipsch transaction on March 1, 2011 and assumed by Voxx. The balance at May 31, 2014 is $538 and will be fully paid by the end of Fiscal 2018.

On April 20, 2012, the Company purchased the building housing Klipsch's headquarters in Indianapolis, IN for approximately $10,900. The Company paid $3,100 cash at closing and assumed the mortgage held by the seller, Woodview LLC, in the amount of $7,800. Woodview LLC was a related party, as certain members are executives of Klipsch. On June 3, 2013, the Company refinanced this mortgage with Wells Fargo for an amount totaling $7,800. The new mortgage is due in May 2023 and the interest rate is equal to the 1-month LIBOR plus 2.25%. Simultaneously on June 3, 2013, the Company entered into an interest rate swap agreement in order to hedge interest rate exposure and will pay a fixed rate of 3.92% under the swap agreement (see Note 3). The balance of the mortgage at May 31, 2014 was $7,085.

(e)    Audiovox Germany Loans

Included in this balance is a mortgage on the land and building housing Audiovox Germany's headquarters in Pulheim, Germany, which was entered into in January 2013. The mortgage bears interest at 2.85%, payable in twenty-six quarterly installments through June 2019.

(f)    Hirschmann Line of Credit

On July 15, 2012, Hirschmann entered into an agreement for a €6,000 working capital line of credit with a financial institution. The agreement is payable on demand and is mutually cancelable. The rate of interest is the

18

VOXX International Corporation and Subsidiaries
Notes to Consolidated Financial Statements, continued
(Amounts in thousands, except share and per share data)

three month Euribor plus 2% (2.3% at May 31, 2014) and the line of credit is guaranteed by VOXX International Corporation.

(15)     Other Income (Expense)

Other income (expense) is comprised of the following:

 
 
Three Months Ended
May 31,
 
 
2014
 
2013
Foreign currency gain (loss)
 
$
230

 
$
(233
)
Interest income
 
83

 
142

Rental income
 
300

 
309

Miscellaneous
 
40

 
(202
)
Total other, net
 
$
653

 
$
16


 
(16)    Foreign Currency

The Company has certain operations in Venezuela. Venezuela is currently experiencing significant political and civil unrest and economic instability and has been troubled with various foreign currency and price controls. The country has experienced high rates of inflation over the last several years. The President of Venezuela has the authority to legislate certain areas by decree, which allows the government to nationalize certain industries or expropriate certain companies and property. These factors may have a negative impact on our business and our financial condition. In 2003, Venezuela created the Commission of Administration of Foreign Currency ("CADIVI") which establishes and administers currency controls and their associated rules and regulations. These controls include creating a fixed exchange rate between the Bolivar Fuerte and the U.S. Dollar, and the ability to restrict the exchange of Bolivar Fuertes for U.S. Dollars and vice versa.

Effective January 1, 2010, according to the guidelines in ASC 830, "Foreign Currency," Venezuela was designated as a hyper-inflationary economy.  A hyper-inflationary economy designation occurs when a country has experienced cumulative inflation of approximately 100 percent or more over a 3 year period.  The hyper-inflationary designation requires the local subsidiary in Venezuela to record all transactions as if they were denominated in U.S. dollars.  The Company transitioned to hyper-inflationary accounting on March 1, 2010 and continues to account for its operation in Venezuela under this method.

In February 2013, the Venezuelan government announced the devaluation of the Bolivar Fuerte, moving the official exchange rate from 4.3 to 6.3 per U.S. dollar. Concurrent with this action, the Venezuelan government established a new auction-based exchange rate market program, referred to as Complementary System for the Administration of Foreign Currency (“SICAD”). The amount of transactions that have run through the SICAD and restrictions around participation have limited our access to any foreign exchange rate other than the official rate to pay for imported goods and manage our local monetary asset balances. Although the official exchange rate has remained at 6.3, the government announced in January 2014 that the exchange rate for goods and services deemed non-essential would move to the rate available on SICAD currency market, which was 11.7 at February 28, 2014 (referred to as SICAD 1). In March 2014, a new exchange control mechanism was opened by the government, referred to as SICAD 2, and is available to all entities for all transactions. The SICAD 2 rate does not supersede the SICAD 1 rate or the country's official exchange rate of 6.3 Venezuelan Bolivar Fuertes. The use of the SICAD 1 rate, however; is dependent upon the availability of auctions, which are irregular and difficult to come by. The Company, therefore, has used the SICAD 2 rate for its Venezuelan subsidiary for the three months ended May 31, 2014, which was approximately 50. This devaluation resulted in a net currency exchange gain of approximately $102 related primarily to intercompany payables and the investment in Venezuelan government bonds and recognized by the Company during the three months ended May 31, 2014, which is included in Other Income (Expense) on the Consolidated Statement of Operations and Comprehensive Income (Loss).



19

VOXX International Corporation and Subsidiaries
Notes to Consolidated Financial Statements, continued
(Amounts in thousands, except share and per share data)

(17)     Lease Obligations

During 1996, the Company entered into a 30-year capital lease for a building with its principal stockholder and current chairman. This lease was restructured in December 2006 and expires on November 30, 2026.  The Company currently subleases the building to Reliance Communications LLC for monthly payments of $60 for a term of three years, terminating on October 15, 2015. The Company also leases another facility from its principal stockholder which expires on November 30, 2016.

Total lease payments required under all related party leases for the five-year period ending May 31, 2019 are $5,079.
 
At May 31, 2014, the Company was obligated under non-cancelable capital and operating leases for equipment and warehouse facilities for minimum annual rental payments as follows:

 
Capital
Lease
 
Operating
Leases
2015
$
574

 
$
7,687

2016
574

 
3,070

2017
602

 
1,566

2018
1,238

 
383

2019
1,238

 
274

Thereafter
5,048

 
680

Total minimum lease payments
9,274

 
$
13,660

Less:  minimum sublease income
1,020

 
 

Net
8,254

 
 

Less:  amount representing interest
2,050

 
 

Present value of net minimum lease payments
6,204

 
 

Less: current installments included in accrued expenses and other current liabilities
233

 
 

Long-term capital obligation
$
5,971

 
 


At May 31, 2014, minimum annual rental payments on related party leases from its principal stockholder, including the capital lease payments, which are included in the above table, are as follows:

2015
$
1,383

2016
1,408

2017
1,026

2018
631

2019
631

Thereafter
5,048

Total
$
10,127


(18)     Capital Structure
 
The Company's capital structure is as follows:
 

20

VOXX International Corporation and Subsidiaries
Notes to Consolidated Financial Statements, continued
(Amounts in thousands, except share and per share data)

 
 
 
 
Shares Authorized
 
Shares Outstanding
 
 
 
 
Security
 
Par
Value
 
May 31,
2014
 
February 28,
2014
 
May 31,
2014
 
February 28,
2014
 
Voting
Rights per
Share
 
Liquidation
Rights
Preferred Stock
 
$
50.00

 
50,000

 
50,000

 

 

 

 
$50 per share
Series Preferred Stock
 
$
0.01

 
1,500,000

 
1,500,000

 

 

 

 
 
Class A Common Stock
 
$
0.01

 
60,000,000

 
60,000,000

 
22,172,968

 
22,172,968

 
1
 
Ratably with Class B
Class B Common Stock
 
$
0.01

 
10,000,000

 
10,000,000

 
2,260,954

 
2,260,954

 
10
 
Ratably with Class A
Treasury Stock at cost
 
at cost

 
1,815,272

 
1,815,272

 
N/A
 
N/A
 
N/A
 
 


(19)    Segment Reporting

The Company operates in three distinct segments based upon our products and our internal organizational structure. The three operating segments, which are also the Company's reportable segments, are Automotive, Premium Audio and Consumer Accessories.

Our Automotive segment designs, manufactures, distributes and markets rear-seat entertainment devices, satellite radio products, automotive security, remote start systems, digital TV tuners, mobile antennas, mobile multimedia devices, aftermarket/OE-styled radios, car link-smartphone telematics application, collision avoidance systems and location-based services.
Our Premium Audio segment designs, manufactures, distributes and markets home theater systems, high-end loudspeakers, outdoor speakers, iPod/computer speakers, business music systems, cinema speakers, flat panel speakers, bluetooth speakers, soundbars, headphones and DLNA (Digital Living Network Alliance).
Our Consumer Accessories segment designs and markets remote controls; rechargeable battery packs; wireless and bluetooth speakers; personal sound amplifiers; and iPod docks/iPod sound, A/V connectivity, portable/home charging, reception, and digital consumer products.
The accounting principles applied at the consolidated financial statement level are generally the same as those applied at the operating segment level and there are no material intersegment sales. The segments are allocated interest expense, based upon a pre-determined formula, which utilizes a percentage of each operating segment's intercompany balance, which is offset in corporate/eliminations.

Segment data for each of the Company's segments are presented below:


21

VOXX International Corporation and Subsidiaries
Notes to Consolidated Financial Statements, continued
(Amounts in thousands, except share and per share data)

 
Automotive
 
Premium Audio
 
Consumer Accessories
 
Corporate/ Eliminations
 
Total
Three Months Ended May 31, 2014
 
 
 
 
 
 
 
 
 
Net sales
$
102,385

 
$
35,211

 
$
49,130

 
$
173

 
$
186,899

Equity in income of equity investees
1,931

 

 

 

 
1,931

Interest expense and bank charges
1,471

 
2,278

 
2,111

 
(4,252
)
 
1,608

Depreciation and amortization expense
2,185

 
883

 
340

 
525

 
3,933

Income (loss) before income taxes
5,551

 
(1,602
)
 
(3,604
)
 
212

 
557

 
 
 
 
 
 
 
 
 
 
Three Months Ended May 31, 2013
 
 
 
 
 
 
 
 
 
Net sales
$
104,177

 
$
40,166

 
$
48,315

 
$
314

 
$
192,972

Equity in income of equity investees
1,756

 

 

 

 
1,756

Interest expense and bank charges
1,897

 
1,826

 
2,493

 
(4,236
)
 
1,980

Depreciation and amortization expense
2,104

 
905

 
591

 
405

 
4,005

Income (loss) before income taxes
4,313

 
660

 
(1,555
)
 
(212
)
 
3,206


(20)    Contingencies

The Company is currently, and has in the past been a party to various routine legal proceedings incident to the ordinary course of business.  If management determines, based on the underlying facts and circumstances, that it is probable a loss will result from a litigation contingency and the amount of the loss can be reasonably estimated, the estimated loss is accrued for.  The Company believes its outstanding litigation matters disclosed below will not have a material adverse effect on the Company's financial statements, individually or in the aggregate; however, due to the uncertain outcome of these matters, the Company disclosed specific matters as outlined below.
 
The products the Company sells are continually changing as a result of improved technology.  As a result, although the Company and its suppliers attempt to avoid infringing known proprietary rights, the Company may be subject to legal proceedings and claims for alleged infringement by patent, trademark or other intellectual property owners.  Any claims relating to the infringement of third-party proprietary rights, even if not meritorious, could result in costly litigation, divert management’s attention and resources, or require the Company to either enter into royalty or license agreements which are not advantageous to the Company, or pay material amounts of damages. As of May 31, 2014, the Company has an accrual, which was recorded in Fiscal 2014, related to the potential infringement of certain patents for which the Company has been approached by third parties. The Company is currently consulting with legal counsel and engaging in discussions with the third parties in question in order to determine whether infringement has taken place and to remediate such issues, if necessary. The Company believes this accrual is a reasonable estimate of the expenditures required to resolve these matters.

Securities Proceedings:

On July 8, 2014, a purported class action suit, styled Brian Ford vs. VOXX International Corporation, et al., was filed against us and two of our present executive officers in the U.S. District Court for the Eastern District of New York. The suit alleges that defendants violated the federal securities laws by making false or misleading statements between May 15, 2013 and May 14, 2014 regarding our earnings guidance for fiscal 2014 and the anticipated future performance of our business. Plaintiff claims that these statements artificially inflated the price of our stock and that purchasers of our stock during the relevant period were damaged when the stock price later declined. Plaintiff seeks the award of unspecified amount of damages on behalf of the alleged class, counsel fees and costs. Although we have not been formally served with the lawsuit, based on our initial review we believe the claims are without merit and we intend to vigorously defend against the lawsuit.


(21)    New Accounting Pronouncements


22

VOXX International Corporation and Subsidiaries
Notes to Consolidated Financial Statements, continued
(Amounts in thousands, except share and per share data)

In July 2013, the FASB issued ASU 2013-10, "Inclusion of the Fed Funds Effective Swap Rate (or Overnight Index Swap Rate) as a Benchmark Interest Rate for Hedge Accounting Purposes." ASU 2013-10 allows the Fed Funds Effective Swap Rate (OIS) to be designated as a U.S. benchmark interest rate for hedge accounting purposes under Topic 815, in addition to interest rates on direct Treasury obligations of the U.S. government and the London Interbank Offered Rate. The amendments also remove the restriction on using different benchmark rates for similar hedges. The amendments are effective prospectively for qualifying new or redesignated hedging relationships entered into on or after July 17, 2013 and did not have a material effect on the Company's consolidated financial statements.

In July 2013, the FASB issued ASU 2013-11, "Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists." The amendments in ASU 2013-11 provide guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. ASU 2013-11 is effective for fiscal years beginning after December 15, 2013. The Company adopted these amendments in the first quarter of Fiscal 2015 and there has not been a material impact on the Company's financial position, results of operations or cash flows as a result of this change.

In May 2014, the FASB issued ASU 2014-09, "Revenues from Contracts with Customers (Topic 606)," which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The standard requires entities to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. The new guidance also includes a cohesive set of disclosure requirements intended to provide users of financial statements comprehensive information about the nature, amounts, timing and uncertainty of revenue and cash flows arising from a company's contracts with customers. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016 and early adoption is not permitted. The Company is currently evaluating the impact of ASU 2014-09 on the Company's Consolidated Financial Statements and disclosures.

(22)    Subsequent Events

Management evaluated all other activity of the Company and concluded that with the exception of the security proceedings disclosed in Note 20, no subsequent events have occurred that would require recognition in the consolidated financial statements or disclosure in the notes to the consolidated financial statements.

23



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

Forward-Looking Statements
 
Certain information in this Quarterly Report on Form 10-Q would constitute forward-looking statements, including but not limited to, information relating to the future performance and financial condition of the Company, the plans and objectives of the Company’s management and the Company’s assumptions regarding such performance and plans that are forward-looking in nature and involve certain risks and uncertainties.  Actual results could differ materially from such forward-looking information.

We begin Management’s Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") with an overview of the business.   This is followed by a discussion of the Critical Accounting Policies and Estimates that we believe are important to understanding the assumptions and judgments incorporated in our reported financial results.  In the next section, we discuss our results of operations for the three months ended May 31, 2014 compared to the three months ended May 31, 2013. Next, we present adjusted EBITDA and diluted adjusted EBITDA per common share for the three months ended May 31, 2014 compared to the three months ended May 31, 2013 in order to provide a useful and appropriate supplemental measure of our performance. We then provide an analysis of changes in our balance sheets and cash flows, and discuss our financial commitments in the sections entitled "Liquidity and Capital Resources." We conclude this MD&A with a discussion of "Related Party Transactions" and "Recent Accounting Pronouncements."

Unless specifically indicated otherwise, all amounts presented in our MD&A below are in thousands, except share and per share data.

Business Overview
 
VOXX International Corporation ("Voxx," "We," "Our," "Us" or the "Company") is a leading international manufacturer and distributor in the Automotive, Premium Audio and Consumer Accessories industries. The Company has widely diversified interests, with more than 30 global brands that it has acquired and grown throughout the years, achieving a powerful international corporate image and creating a vehicle for each of these respective brands to emerge with its own identity. We conduct our business through eighteen wholly-owned subsidiaries: Audiovox Atlanta Corp., VOXX Electronics Corporation, VOXX Accessories Corp., Audiovox Consumer Electronics, Inc. ("ACE"), Audiovox German Holdings GmbH ("Audiovox Germany"), Audiovox Venezuela, C.A., Audiovox Canada Limited, Audiovox Hong Kong Ltd., Audiovox International Corp., Audiovox Mexico, S. de R.L. de C.V. ("Audiovox Mexico"), Code Systems, Inc., Oehlbach Kabel GmbH ("Oehlbach"), Schwaiger GmbH ("Schwaiger"), Invision Automotive Systems, Inc. ("Invision"), Klipsch Holding LLC ("Klipsch"), Car Communication Holding GmbH ("Hirschmann"), Omega Research and Development, LLC ("Omega") and Audiovox Websales LLC. We market our products under the Audiovox® brand name, other brand names and licensed brands, such as 808®, AR for Her®, Acoustic Research®, Advent®, Ambico®, Car Link®, Chapman®, Code-Alarm®, Energy®, Heco®, Hirschmann Car Communication®, Incaar, Invision®, Jamo®, Jensen®, Klipsch®, Mac Audio, Magnat®, Mirage®, Oehlbach®, Omega®, Phase Linear®, Prestige®, Pursuit®, RCA®, RCA Accessories®, Schwaiger®, Spikemaster®, Recoton®, Road Gear®, and Terk®, as well as private labels through a large domestic and international distribution network.  We also function as an OEM ("Original Equipment Manufacturer") supplier to several customers.  
 
Reportable Segments

The Company operates in three segments based upon our products and internal organizational structure. The operating segments consist of the Automotive, Premium Audio and Consumer Accessories segments. The Automotive segment designs, manufactures, distributes and markets rear-seat entertainment devices, satellite radio products, automotive security, remote start systems, digital TV tuners, mobile antennas, mobile multimedia devices, aftermarket/OE-styled radios, car-link smartphone telematics application, collision avoidance systems and location-based services. The Premium Audio segment designs, manufactures, distributes and markets home theater systems, high-end loudspeakers, outdoor speakers, iPod/computer speakers, business music systems, cinema speakers, flat panel speakers, bluetooth speakers, soundbars, headphones and DLNA (Digital Living Network Alliance). The Consumer Accessories segment designs and markets remote controls; rechargeable battery packs; wireless and bluetooth speakers; personal sound amplifiers; and iPod docks/iPod sound, A/V connectivity, portable/home charging, reception and digital consumer products. See Note 19 to the Company's Consolidated Financial Statements for segment information.

Products included in these segments are as follows:

Automotive products include:


24



mobile multi-media video products, including in-dash, overhead and headrest systems,
autosound products including radios, amplifiers and CD changers,
satellite radios including plug and play models and direct connect models,
smart phone telematics applications,
automotive security and remote start systems,
automotive power accessories,
rear observation and collision avoidance systems,
TV tuners and antennas, and
location based services.

Premium Audio products include:

premium loudspeakers,
architectural speakers,
commercial speakers,
outdoor speakers,
flat panel speakers,
wireless speakers,
bluetooth speakers,
home theater systems,
business music systems,
streaming music systems,
on-ear and in-ear headphones,
soundbars and sound bases, and
DLNA (Digital Living Network Alliance).
 
Accessories products include:

High-Definition Television ("HDTV") antennas,
Wireless Fidelity ("WiFi") antennas,
High-Definition Multimedia Interface ("HDMI") accessories,
home electronic accessories such as cabling,
other connectivity products,
power cords,
performance enhancing electronics,
TV universal remotes,
flat panel TV mounting systems,
iPod specialized products,
wireless headphones,
wireless speakers,
bluetooth speakers,
rechargeable battery backups (UPS) for camcorders, cordless phones and portable video (DVD) batteries and accessories,
power supply systems and charging products,
electronic equipment cleaning products,
personal sound amplifiers,
set-top boxes,
home and portable stereos,
digital multi-media products, such as personal video recorders and MP3 products,
camcorders,
clock radios,
digital voice recorders, and
portable DVD players.

We believe our segments have expanding market opportunities with certain levels of volatility related to domestic and international markets, new car sales, increased competition by manufacturers, private labels, technological advancements, discretionary consumer spending and general economic conditions.  Also, all of our products are subject to price fluctuations which could affect the carrying value of inventories and gross margins in the future.
 

25



Our objective is to continue to grow our business by acquiring new brands, embracing new technologies, expanding product development and applying this to a continued stream of new products that should increase gross margins and improve operating income.  In addition, it is our intention to continue to acquire synergistic companies that would allow us to leverage our overhead, penetrate new markets and expand existing product categories through our business channels.

Critical Accounting Policies and Estimates
 
The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses reported in those financial statements.  These judgments can be subjective and complex, and consequently, actual results could differ from those estimates.  Our most critical accounting policies and estimates relate to revenue recognition; sales incentives; accounts receivable reserves; inventory reserves; goodwill and other intangible assets; warranties; stock-based compensation; income taxes; and the fair value measurements of financial assets and liabilities. A summary of the Company's critical accounting policies is identified in Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Company's Form 10-K for the fiscal year ended February 28, 2014. Since February 28, 2014, there have been no changes in our critical accounting policies or changes to the assumptions and estimates related to them.

Results of Operations
 
As you read this discussion and analysis, refer to the accompanying consolidated statements of operations and comprehensive income, which present the results of our operations for the three months ended May 31, 2014 and 2013.  

The following tables set forth, for the periods indicated, certain statements of operations data for the three months ended May 31, 2014 and 2013.

Net Sales

 
 
May 31,
 
 
 
 
 
 
2014
 
2013
 
$ Change
 
% Change
Three Months Ended:
 
 
 
 
 
 
 
 
Automotive
 
$
102,385

 
$
104,177

 
$
(1,792
)
 
(1.7
)%
Premium Audio
 
35,211

 
40,166

 
(4,955
)
 
(12.3
)
Consumer Accessories
 
49,130

 
48,315

 
815

 
1.7

Corporate
 
173

 
314

 
(141
)
 
(44.9
)
Total net sales
 
$
186,899

 
$
192,972

 
$
(6,073
)
 
(3.1
)%

Automotive sales represented 54.8% of the net sales for the three months ended May 31, 2014 compared to 54.0% in the respective prior year period. The Automotive group experienced decreases in its OEM manufacturing lines during the three months ended May 31, 2014 due to the temporary suspension of one of its programs as requested by one of the Company's customers while they address their safety issues. This is expected to be completed by the third quarter of Fiscal 2015. In addition, the Company experienced load in sales from its Bentley project in the prior year first quarter, which has leveled out in the first quarter of Fiscal 2015, as well as an end of life purchase by Toyota of all of the remaining inventory of the Company's vehicle headphone inventory in Fiscal 2014, which did not recur in Fiscal 2015. The Company also continues to experience lower sales in Venezuela due to current economic and political conditions. As an offset to these decreases, the Company saw strong sales of devices for the new Car Connection program to retailers, as product is set to launch in the second quarter, as well as continued improved tuner and antenna sales at Hirschmann.

Premium Audio sales represented 18.8% of our net sales for the three months ended May 31, 2014 compared to 20.8% in the respective prior year period. Sales in Premium Audio decreased 12.3% for the three months ended May 31, 2014 primarily as a result of a curtailment in the sale of certain Klipsch speakers in anticipation of the launch of new product in the second quarter of Fiscal 2015. These decreases were offset by a slight increase in sales of cinema speaker products.

Consumer Accessory sales represented 26.3% of our net sales for the three months ended May 31, 2014 compared to 25.0% in the respective prior year period. The increase in sales in the Consumer Accessories group was due primarily to the transition of our Mexican subsidiary from a distributor to a representative office, which is anticipated to be a more profitable model, and resulted in the sale of all of the Company's inventory in Mexico in the first quarter of Fiscal 2015. In addition, Consumer Accessories saw an improvement in European sales, as well as increased sales of wireless and bluetooth speakers and reception products. These

26



increases were offset by the continued decrease in sales of home audio products, such as clock radios, digital voice recorders and power products, such as surge protectors as a result of competition, changes in demand and changes in technology.

Gross Profit and Gross Margin Percentage

 
 
May 31,
 
 
 
 
 
 
2014
 
2013
 
$ Change
 
% Change
Three Months Ended:
 
 
 
 
 
 
 
 
Automotive
 
$
30,983

 
$
29,451

 
$
1,532

 
5.2
 %
 
 
30.3
%
 
28.3
%
 
 

 
 

Premium Audio
 
10,992

 
12,974

 
(1,982
)
 
(15.3
)
 
 
31.2
%
 
32.3
%
 
 
 
 
Consumer Accessories
 
11,075

 
11,894

 
(819
)
 
(6.9
)
 
 
22.5
%
 
24.6
%
 
 
 
 
Corporate
 
3

 
194

 
(191
)
 
(98.5
)
 
 
$
53,053

 
$
54,513

 
$
(1,460
)
 
(2.7
)%
 
 
28.4
%
 
28.2
%
 
 
 
 
 
Gross margins in the Automotive segment increased 200 basis points for the three months ended May 31, 2014 primarily as a result of improved margins related to tuners and antennas, as well as a one time duty refund received in the first quarter of Fiscal 2015. This was offset by decreases in sales in the OEM manufacturing line due to a temporary program suspension due to a customer's safety issues, and continued decreases in sales in Venezuela as a result of economic and political conditions.

Gross margins in the Premium Audio segment decreased 110 basis points for the three months ended May 31, 2014 primarily as a result of an unfavorable product mix in Europe. This was partially offset by increases in sales of certain higher margin domestic products, such as cinema speakers.

Gross margins in the Consumer Accessories segment decreased 210 basis points for the three months ended May 31, 2014 primarily as a result of the sale of all of the Company's inventory in Mexico as the subsidiary moved from a distributor to a representative office during the first quarter of Fiscal 2015, yielding lower margins than those that had been realized in prior periods. This was partially offset by an increase in sales of higher margin products, such as wireless and bluetooth speakers and the continued decrease in lower margin products, such as clock radios and digital voice recorders.

Operating Expenses and Operating Income

 
 
May 31,
 
 
 
 
 
 
2014
 
2013
 
$ Change
 
% Change
Three Months Ended:
 
 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
 
 
 
Selling
 
$
14,596

 
$
13,123

 
$
1,473

 
11.2
 %
General and administrative
 
29,615

 
28,938

 
677

 
2.3

Engineering and technical support
 
9,261

 
8,735

 
526

 
6.0

Restructuring expense
 

 
303

 
(303
)
 
(100.0
)
Total operating expenses
 
$
53,472

 
$
51,099

 
$
2,373

 
4.6
 %
 
 
 
 
 
 
 
 
 
Operating (loss) income
 
$
(419
)
 
$
3,414

 
$
(3,833
)
 
(112.3
)%

The increase in total operating expenses was due primarily to salary expense resulting from additional hirings of temporary and permanent employees, including several engineers, at Hirschmann. In addition, the Company had increases in expenses as a result of employee salary increases, increased advertising expenses as a result of new sponsorships and product lines and an increase in trade show expense as a result of increased spending. Offsetting these increases were decreases in sales commissions as a result of decreased net sales during the first quarter of Fiscal 2015 as compared to prior year, as well as a decrease in stock option expense.

27




Other Income (Expense)

 
 
May 31,
 
 
 
 
 
 
2014
 
2013
 
$ Change
 
% Change
Three Months Ended:
 
 
 
 
 
 
 
 
Interest and bank charges
 
$
(1,608
)
 
$
(1,980
)
 
$
372

 
(18.8
)%
Equity in income of equity investees
 
1,931

 
1,756

 
175

 
10.0

Other, net
 
653

 
16

 
637

 
(3,981.3
)
Total other income (expense)
 
$
976

 
$
(208
)
 
$
1,184

 
569.2
 %

Interest and bank charges represent expenses for the Company's bank obligations, interest for capital leases and amortization of the debt discount on our credit facility. The decrease in the expense for the three months ended May 31, 2014 as compared to the comparable prior year period is attributable primarily to a decrease in the outstanding balance of the Company's Amended Facility.

Equity in income of equity investees represents the Company's share of income from its 50% non-controlling ownership interest in ASA Electronics LLC and Subsidiaries. The increase in income for the three months ended May 31, 2014 is due to the improved performance of this entity, as it has continued to expand distribution in certain markets.

Other, net, during the three months ended May 31, 2014 included net foreign currency gains of approximately $200, as well as interest income of $83 and rental income of $300. For the three months ended May 31, 2013, Other, net included net foreign currency losses of approximately $200, which was offset by interest income of $142 and rental income of $309.


Income Tax Provision

The effective tax rate for the three months ended May 31, 2014 was a provision for income taxes of 12.2% compared to a provision of 33.2% in the comparable prior period.  The effective tax rate for the three months ended May 31, 2014 is different than the statutory rate primarily due to state and local taxes, U.S. effects of foreign operations, various federal and state tax credits and the discrete benefit of $135.
 
Net Income

The following table sets forth, for the periods indicated, selected statement of operations data beginning with net income and basic and diluted net income per common share.

 
 
Three Months Ended
May 31,
 
 
2014
 
2013
Net income
 
$
489

 
$
2,142

Net income per common share:
 
 

 
 

Basic
 
$
0.02

 
$
0.09

Diluted
 
$
0.02

 
$
0.09


Net income for the three months ended May 31, 2014 was favorably impacted by improved performance of the Company's equity investment and lower restructuring charges due to the decrease in related activities, offset by lower net sales. Net income for the three months ended May 31, 2013 was favorably impacted by improved gross margins, as well as the absence of acquisition and certain other professional fees due to a decrease in related activities as compared to previous periods, offset by restructuring charges.

Adjusted EBITDA

Adjusted EBITDA and diluted adjusted EBITDA per common share are not financial measures recognized by GAAP. Adjusted EBITDA represents net income, computed in accordance with GAAP, before interest and bank charges, taxes, depreciation and amortization, stock-based compensation expense and restructuring charges. Depreciation, amortization, and stock-based

28



compensation expense are non-cash items. Diluted adjusted EBITDA per common share represents the Company's diluted earnings per common share based on adjusted EBITDA.

We present adjusted EBITDA and diluted adjusted EBITDA per common share in this Form 10-Q because we consider them to be useful and appropriate supplemental measures of our performance. Adjusted EBITDA and diluted adjusted EBITDA per common share help us to evaluate our performance without the effects of certain GAAP calculations that may not have a direct cash impact on our current operating performance. In addition, the exclusion of costs relating to our acquisitions, restructuring and litigation settlements allows for a more meaningful comparison of our results from period-to-period. These non-GAAP measures, as we define them, are not necessarily comparable to similarly entitled measures of other companies and may not be appropriate measures for performance relative to other companies. Adjusted EBITDA should not be assessed in isolation from or construed as a substitute for EBITDA prepared in accordance with GAAP. Adjusted EBITDA and diluted adjusted EBITDA per common share are not intended to represent, and should not be considered to be more meaningful measures than, or alternatives to, measures of operating performance as determined in accordance with GAAP.

Reconciliation of GAAP Net Income to Adjusted EBITDA

 
 
Three Months Ended
May 31,
 
 
2014
 
2013
Net income
 
$
489

 
$
2,142

Adjustments:
 
 
 
 
Interest expense and bank charges
 
1,608

 
1,980

Depreciation and amortization
 
3,933

 
4,005

Income tax expense
 
68

 
1,064

EBITDA
 
6,098

 
9,191

Stock-based compensation
 
75

 
335

Restructuring charges
 

 
303

Adjusted EBITDA
 
$
6,173

 
$
9,829

Diluted earnings per common share
 
$
0.02

 
$
0.09

Diluted adjusted EBITDA per common share
 
$
0.25

 
$
0.41


Liquidity and Capital Resources

Cash Flows, Commitments and Obligations
 
As of May 31, 2014, we had working capital of $168,729 which includes cash and short-term investments of $10,926, compared with working capital of $184,233 at February 28, 2014, which included cash and short-term investments of $10,603. We plan to utilize our current cash position as well as collections from accounts receivable, the cash generated from our operations and the income on our investments to fund the current operations of the business.  However, we may utilize all or a portion of current capital resources to pursue other business opportunities, including acquisitions. 

Operating activities provided cash of $27,745 for the three months ended May 31, 2014 principally due to a decrease in accounts receivable and an increase in accounts payable.

The Company experienced increased annual accounts receivable turnover of 6.1 during the three months ended May 31, 2014 compared to 5.8 during the three months ended May 31, 2013.

Annual inventory turnover increased to 3.4 during the three months ended May 31, 2014 compared to 3.3 during the three months ended May 31, 2013.

Investing activities used cash of $9,012 during the three months ended May 31, 2014, primarily due to capital additions and the Company's investments in EyeLock, Inc. and EyeSee360, Inc.
 
Financing activities used cash of $18,512 during the three months ended May 31, 2014, primarily due to repayments of bank obligations.

29



 
From March 1, 2013 through January 8, 2014, the Company had a revolving credit facility ("the Credit Facility") with an aggregated committed availability of up to $205,000. The Credit Facility provided for senior secured credit facilities consisting of a revolving credit facility of $80,000; a $50,000 multicurrency revolving facility, of which up to the equivalent of $50,000 was available only to VOXX International (Germany) GmbH in euros; and a five year term loan facility in the aggregate principal amount of $75,000. $110,000 of the U. S. revolving credit facility was available on a revolving basis for five years from the closing date. An additional $20,000 was available during the periods from September 1, 2012 through January 31, 2013 and from September 1, 2013 through November 30, 2013. The Credit Facility included a $25,000 sublimit for issuers of letters of credit for domestic borrowings and a $10,000 sublimit for Swing Loans.

On January 9, 2014, the Company amended and restated its Credit Facility (the "Amended Facility"). The Amended Facility provides for senior secured credit facilities in an aggregate amount of $200,000, consisting of a revolving credit facility of $200,000, with a $30,000 multicurrency revolving credit facility sublimit, a $25,000 sublimit for Letters of Credit and a $10,000 sublimit for Swingline Loans. The Amended Facility is due on January 9, 2019, however, it is subject to acceleration upon the occurrence of an Event of Default (as defined in the Credit Agreement).

Generally, the Company may designate specific borrowings under the Amended Facility as either Alternate Base Rate Loans or LIBOR Rate Loans, except that Swingline Loans may only be designated as Alternate Base Rate Loans. VOXX International (Germany) GmbH may only borrow euros, and only as LIBOR rate loans. Loans designated as LIBOR Rate Loans shall bear interest at a rate equal to the then applicable LIBOR rate plus a range of 1.00 - 2.00% based upon leverage, as defined in the agreement. Loans designated as Alternate Base Rate loans shall bear interest at a rate equal to the base rate plus an applicable margin ranging from 0.00 - 1.00% based on leverage.

The Amended Facility requires compliance with financial covenants calculated as of the last day of each fiscal quarter, consisting of a Total Leverage Ratio and a Consolidated EBIT to Consolidated Interest Expense Ratio.

The Amended Facility contains covenants that limit the ability of certain entities of the Company to, among other things: (i) incur additional indebtedness; (ii) incur liens; (iii) merge, consolidate or exit a substantial portion of their respective businesses; (iv) make any material change in the nature of their business; (v) prepay or otherwise acquire indebtedness; (vi) cause any Change of Control; (vii) make any Restricted Payments; (viii) change their fiscal year or method of accounting; (ix) make advances, loans or investments; (x) enter into or permit any transaction with an Affiliate of certain entities of the Company; or (xi) use proceeds for certain items. As of May 31, 2014, the Company was in compliance with all debt covenants.

The Obligations under the Amended Facility are secured by valid and perfected first priority security interests in liens on all of the following: (a)(i) 100% of the Capital Stock or other membership or partnership equity ownership of profit interests of each domestic Credit Party (other than the Company), and (ii) 65% of the voting equity interests and 100% of the non-voting equity interests of all present and future first-tier foreign subsidiaries of any Credit Party (or such greater percentage as would not result in material adverse federal income tax consequences for the Company); (b) all of (i) the tangible and intangible personal property/assets of the Credit Parties and (ii) the fee-owned real property of the Company located in Hauppauge, New York; and (c) all products, profits, rents and proceeds of the foregoing.

No additional funds were borrowed on January 9, 2014 in conjunction with the amendment to the credit facility.

Certain contractual cash obligations and other commercial commitments will impact our short and long-term liquidity.  At May 31, 2014, such obligations and commitments are as follows:
 

30



 
 
Amount of Commitment Expiration per Period (9)
 
 
 
 
Less than
 
1-3
 
4-5
 
After
Contractual Cash Obligations
 
Total
 
1 Year
 
Years
 
Years
 
5 Years
Capital lease obligation (1)
 
$
9,274

 
$
574

 
$
1,176

 
$
2,476

 
$
5,048

Operating leases (2)
 
13,660

 
7,687

 
4,636

 
657

 
680

Total contractual cash obligations
 
$
22,934

 
$
8,261

 
$
5,812

 
$
3,133

 
$
5,728

 
 
 
 
 
 
 
 
 
 
 
Other Commitments
 
 
 
 
 
 
 
 
 
 
Bank obligations (3)
 
$
73,895

 
$
4,345

 
$

 
$
69,550

 
$

Stand-by and commercial letters of credit (4)
 
828

 
828

 

 

 

Other (5)
 
22,054

 
2,185

 
7,985

 
8,870

 
3,014

Contingent earn-out payments (6)
 
1,807

 
1,807

 

 

 

Pension obligation (7)
 
8,974

 
448

 
1,010

 
567

 
6,949

Unconditional purchase obligations (8)
 
97,302

 
97,302

 

 

 

Total other commitments
 
204,860

 
106,915

 
8,995

 
78,987

 
9,963

Total commitments
 
$
227,794

 
$
115,176

 
$
14,807

 
$
82,120

 
$
15,691


1.
Represents total payments (interest and principal) due under a capital lease obligation which has a current (included in other current liabilities) and long term principal balance of $233 and $5,971, respectively at May 31, 2014.

2.
We enter into operating leases in the normal course of business.

3.
Represents amounts outstanding under the Company's Amended Credit Facility, the Audiovox Germany Euro asset-based lending facility and Hirschmann's line of credit at May 31, 2014.

4.
We issue standby and commercial letters of credit to secure certain purchases and insurance requirements.

5.
This amount includes amounts due under a call-put option with certain employees of Audiovox Germany; an assumed mortgage on a facility in connection with our Klipsch acquisition; and amounts outstanding under mortgages for facilities purchased at Schwaiger, Audiovox Germany and Klipsch.

6.
Represents contingent payments in connection with the Thomson Audio/Video and Invision acquisitions.

7.
Represents the liability for an employer defined benefit pension plan covering certain eligible Hirschmann employees, as well as a retirement incentive accrual for certain Hirschmann employees.

8.
Open purchase obligations represent inventory commitments.  These obligations are not recorded in the consolidated financial statements until commitments are fulfilled given that such obligations are subject to change based on negotiations with manufacturers.

9.
At May 31, 2014, the Company had an uncertain tax position liability of $10,781, including interest and penalties. A reasonable estimate of the timing related to these liabilities is not possible, therefore, such amounts are not reflected in this contractual obligation and commitments schedule.

We regularly review our cash funding requirements and attempt to meet those requirements through a combination of cash on hand, cash provided by operations, available borrowings under bank lines of credit and possible future public or private debt and/or equity offerings.  At times, we evaluate possible acquisitions of, or investments in, businesses that are complementary to ours, which transactions may require the use of cash.  We believe that our cash, other liquid assets, operating cash flows, credit arrangements, and access to equity capital markets, taken together, provide adequate resources to fund ongoing operating expenditures. In the event that they do not, we may require additional funds in the future to support our working capital requirements or for other purposes and may seek to raise such additional funds through the sale of public or private equity and/or debt financings as well as from other sources.  No assurance can be given that additional financing will be available in the future or that if available, such financing will be obtainable on terms favorable when required.

Off-Balance Sheet Arrangements


31



We do not maintain any off-balance sheet arrangements, transactions, obligations or other relationships with unconsolidated entities that would be expected to have a material current or future effect upon our financial condition or results of operations.

Acquisitions

There were no acquisitions during Fiscal 2015 or Fiscal 2014.

Related Party Transactions

During 1996, we entered into a 30-year capital lease for a building with our principal stockholder and chairman.  Payments on the capital lease were based upon the construction costs of the building and the then-current interest rates.  This capital lease was refinanced in December 2006 and the lease expires on November 30, 2026.  The effective interest rate on the capital lease obligation is 8%.  The Company subleases the building to Reliance Communications LLC for monthly payments of $60 for a term of three years, which expires October 15, 2015. We also lease another facility from our principal stockholder which expires on November 30, 2016.  

Total lease payments required under all related party leases for the five-year period ending May 31, 2019 are $5,079.

New Accounting Pronouncements

We are required to adopt certain new accounting pronouncements. See Note 21 to our consolidated financial statements included herein.


32



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Voxx conducts business in various non-U.S. countries, including Germany, Hungary, Canada, Mexico, Denmark, the Netherlands, France and Venezuela and thus are exposed to market risk for changes in foreign currency exchange rates. For the three months ended May 31, 2014, a uniform 10% strengthening of the U.S. dollar relative to the local currency of our foreign operations would have resulted in a decrease in sales and net income of approximately $7,500 and $100, respectively. The effects of foreign currency exchange rates on future results would also be impacted by changes in sales levels or local currency prices.
 
The Company continues to monitor the political and economic climate in Venezuela. Venezuela represented 0.06% of quarterly and year to date sales. The majority of assets invested in Venezuela are cash related and are subject to government foreign exchange controls including its investment in Venezuelan government bonds. See Note 4 to the consolidated financial statements included herein.

In connection with the Amended Facility and the mortgage related to the Klipsch headquarters, we have debt in the amount of $69,550 and $7,085, respectively, at May 31, 2014. Interest on the Amended Facility is charged at LIBOR plus 0.00 - 2.00%. Interest on the Klipsch mortgage is charged at LIBOR plus 2.25%. We have entered into two interest rate swaps for two portions of the Amended Facility, with notional amounts of $41,250 and $25,000 at May 31, 2014 and one interest rate swap for the Klipsch mortgage with a notional amount of $7,085 at May 31, 2014. These swaps protect against LIBOR interest rates rising above 0.518% and 0.515% (exclusive of credit spread) on the two Amended Facility balances, respectively, through April 29, 2016 and February 28, 2017, respectively, and fixes the interest rate on the Klipsch mortgage at 3.92% (inclusive of credit spread) through the mortgage end date of May 2023.

As of May 31, 2014, the fair value of our interest rate swaps recorded in other liabilities on our Consolidated Balance Sheet was $(25), which represents the amount that would be received upon unwinding the interest rate swap agreements based on market conditions at that time. Changes in the fair value of these interest rate swap agreements are reflected as an adjustment to other assets or liabilities with an offsetting adjustment to Accumulated Other Comprehensive Income since the hedge is deemed fully effective.

ITEM 4. CONTROLS AND PROCEDURES
 
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rules 13a-15(e) and 15d-15(e) as of the end of the period covered by this report.  Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, these disclosure controls and procedures are effective as of May 31, 2014 in order to provide reasonable assurance that information required to be disclosed by the Company in its filing under the Exchange Act was recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission.
 
There were no material changes in our internal control over financial  reporting (as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during the three month period ended May 31, 2014 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS
 
See Note 20 of the Notes to the Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q and Note 14 of the Form 10-K for the fiscal year ended February 28, 2014 for information regarding legal proceedings.

ITEM 1A. RISK FACTORS
 
There have been no material changes from the risk factors previously disclosed in the Company’s Form 10-K for the fiscal year ended February 28, 2014.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
There were no shares of common stock repurchased during the three months ended May 31, 2014.


33



ITEM 6. EXHIBITS
 
 
Exhibit Number
 
Description
 
 
 
 31.1
 
Certification of Patrick M. Lavelle Pursuant to Rule 13a-14(a) and rule 15d-14(a) of the Securities Exchange Act of 1934 (filed herewith).
 
 
 
 31.2
 
Certification of Charles M. Stoehr Pursuant to Rule 13a-14(a) and rule 15d-14(a) of the Securities Exchange Act of 1934 (filed herewith).
 
 
 
32.1
 
Certification of Chief Executive Officer Pursuant to 18 U.S.C.  Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
 
 
 
32.2
 
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
 
 
 
101
 
The following materials from VOXX International Corporation's Quarterly Report on Form 10-Q for the period ended May 31, 2014, formatted in eXtensible Business Reporting Language (XBRL): (i) the Consolidated Balance Sheets , (ii), the Consolidated Statements of Income, (iii) the Consolidated Statements of Cash Flows, and (iv) Notes to Consolidated Financial Statements.





34



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.




VOXX INTERNATIONAL CORPORATION


July 10, 2014





By: /s/ Patrick M. Lavelle
Patrick M. Lavelle,
President and Chief Executive Officer





By: /s/ Charles M. Stoehr
Charles M. Stoehr,
Senior Vice President and Chief Financial Officer



35
EX 31.1 Q1 2015


CERTIFICATION PURSUANT TO RULE 13a-14(a) AND RULE 15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934


I, Patrick M. Lavelle, certify that:

1.
I have reviewed this quarterly report on Form 10-Q of VOXX International Corporation (the “Company”);

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)
designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the three months ended May 31, 2014) that has materiality affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.




July 10, 2014


/s/ Patrick M. Lavelle        
Patrick M. Lavelle
President and Chief Executive Officer



EX 31.2 Q1 2015


CERTIFICATION PURSUANT TO RULE 13a-14(a) AND RULE 15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934


I, C. Michael Stoehr, certify that:

1.
I have reviewed this quarterly report on Form 10-Q of VOXX International Corporation (the “Company”);

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)
Designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the three months ended May 31, 2014) that has materiality affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.




July 10, 2014


/s/ C. Michael Stoehr
C. Michael Stoehr
Senior Vice President and Chief Financial Officer


EX 32.1 Q1 2015


CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



In connection with the Quarterly Report of VOXX International Corporation (the “Company”) on Form 10-Q for the three months ended May 31, 2014 (the “Report”) as filed with the Securities and Exchange Commission on the date hereof, I, Patrick M. Lavelle, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:


(1)
The Report fully complies with Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.




July 10, 2014

/s/Patrick M. Lavelle
Patrick M. Lavelle
President and Chief Executive Officer



EX 32.2 Q1 2015


CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



In connection with the Quarterly Report of VOXX International Corporation (the “Company”) on Form 10-Q for the three months ended May 31, 2014 (the “Report”) as filed with the Securities and Exchange Commission on the date hereof, I, C. Michael Stoehr, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:


(1)
The Report fully complies with Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.




July 10, 2014

/s/ C. Michael Stoehr
C. Michael Stoehr
Senior Vice President and Chief Financial Officer