Audiovox 2013 Annual Report Download

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Table of contents

  • Page 1
    ... 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) Securities registered pursuant to Section 12(b) of the Tct: Title of...

  • Page 2
    ... o The aggregate market value of the common stock held by non-affiliates of the Registrant was $159,184,640 (based upon closing price on the Nasdaq Stock rarket on August 31, 2012). The number of shares outstanding of each of the registrant's classes of common stock, as of ray 14, 2013 was: Class...

  • Page 3
    ... Data Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Controls and Procedures Other Information 18 19 20 34 34 35 35 38 PTRT III Item 10 Item 11 Item 12 Item 13 Item 14 Directors, Executive Officers and Corporate Governance Executive Compensation Security...

  • Page 4
    ... rear-seat entertainment, satellite radio products, automotive security, remote start systems, digital TV tuners, mobile antennas, mobile multimedia, aftermarket/OE-styled radios, car-link smartphone telematics application, collision avoidance systems and location-based services. The Premium Audio...

  • Page 5
    ...home charging, rechargeable battery packs, digital consumer products and personal sound amplifiers. See Note 13 to the Company's Consolidated Financial Statements for segment and geographic area information. We make available financial information, news releases and other information on our web site...

  • Page 6
    ... has added manufacturing capabilities to produce select product lines, such as high-end speakers, rear-seat entertainment systems and digital TV tuners and antennas. This blend of internal and outsourced manufacturing enables the Company to drive innovation, control product quality and speed time-to...

  • Page 7
    ...power cords, performance enhancing electronics, TV universal remotes, flat panel TV mounting systems, iPod specialized products, wireless headphones, wireless speakers, rechargeable battery backups (UPS) for camcorders, cordless phones and portable video (DVD) batteries and accessories, power supply...

  • Page 8
    ... 28, 2013 , February 29, 2012 and February 28, 2011, respectively. Distribution and Marketing We sell our products to: power retailers, mass merchants, regional chain stores, specialty and internet retailers, independent 12 volt retailers, distributors, new car dealers, vehicle manufacturers...

  • Page 9
    ... States, Canada, rexico, Central America, Puerto Rico, Europe and Venezuela. Our customer service group along with our Company websites, provide product information, answer questions and serve as technical hotlines for installation help for end-users and customers. Suppliers We work directly with...

  • Page 10
    ... or part of your investment. The Automotive, Premium Audio and Consumer Accessories businesses are highly competitive and face significant competition from Original Equipment Manufacturers (OEMs) and direct imports by our retail customers. The market for mobile electronics, premium audio products...

  • Page 11
    ... value of revenues, profits and cash flows we receive from nonU.S. markets or increase our supply costs, as measured in U.S. dollars, in those markets, exchange controls and other limits on our ability to import raw materials or finished product or to repatriate earnings from overseas, political...

  • Page 12
    ... customers and develop new products. A reduction in demand for our existing products and services would have a material adverse effect on our business. The sustainability of current levels of our Automotive, Premium Audio and Consumer Accessories businesses and the future growth of such revenues...

  • Page 13
    ... adverse effect on our annual financial results. A decline in general economic conditions could lead to reduced consumer demand for the discretionary products we sell. Consumer spending patterns, especially discretionary spending for products such as mobile, consumer and accessory electronics, are...

  • Page 14
    ...concentrations of our purchases in Pacific Rim countries, particularly China, Hong Kong, South Korea, ralaysia and Taiwan, any adverse changes in the social, political, regulatory and economic conditions in these countries may materially increase the cost of the products that we buy from our foreign...

  • Page 15
    .... rr. Shalam's voting power may have the effect of delaying or preventing a change in control of the Company. We have two classes of common stock: Class A common stock is traded on the Nasdaq Stock rarket under the symbol VOXX and Class B common stock, which is not publicly traded and substantially...

  • Page 16
    .... Item 2-Properties Our Corporate headquarters is located at 180 rarcus Blvd. in Hauppauge, New York. In addition, as of February 28, 2013 , the Company leased a total of 24 operating facilities or offices located in 7 states as well as Germany, China, Canada, rexico, Hong Kong, England and France...

  • Page 17
    ...(c) proceed to another trial and have a new jury determine the balance owed. On June 29, 2012, the Company reached a settlement agreement with rPEG and agreed ... during Fiscal 2013. At this time, the Company is not aware of any additional vendors that it may recover funds from related to this matter...

  • Page 18
    ...II Item 5-Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information The Class A Common Stock of Voxx is traded on the Nasdaq Stock rarket under the symbol "VOXX." The following table sets forth the low and high sale price of...

  • Page 19
    ... Consolidated Financial Data The following selected consolidated financial data for the last five years should be read in conjunction with the consolidated financial statements and related notes and "ranagement's Discussion and Analysis of Financial Condition and Results of Operations" of this Form...

  • Page 20
    ... of "Related Party Transactions" and "Recent Accounting Pronouncements." Business Overview and Strategy Effective December 1, 2011, Audiovox Corporation changed its name to VOXX International Corporation ("Voxx," "We," "Our," "Us" or "Company"). The Company believes that the name VOXX International...

  • Page 21
    ...discontinuance of various high volume/low margin product lines such as navigation, GrRS radios, flat-panel TV's, camcorders, clock radios, digital players and digital voice recorders, volatility in core mobile, consumer and accessories sales due to increased competition, lower selling prices and the...

  • Page 22
    ... in connection with new product launches or entrance into new markets. The amount offered for new product launches is based upon a fixed amount or fixed percentage of our sales revenue to the customer or a fixed amount per unit sold to the customer during a specified time period. We accrue the...

  • Page 23
    ..., respectively. Accounts Receivable We perform ongoing credit evaluations of our customers and adjust credit limits based upon payment history and current credit worthiness, as determined by a review of current credit information. We continuously monitor collections from our customers and maintain...

  • Page 24
    ... require us to repair or replace defective product returned by both end users and customers during such warranty period at no cost. We record an estimate for warranty related costs, in cost of sales, based upon actual historical return rates and repair costs at the time of sale. The estimated...

  • Page 25
    ...,128 3,347 561,672 Automotive Premium Audio Consumer Accessories Corporate $ $ $ Total net sales $ $ $ Fiscal 2013 Automotive sales, which include both OEr and aftermarket automotive electronics, represented 51.1% of the net sales for the year ended February 28, 2013 , compared to 42.0% in...

  • Page 26
    ..., clock radios and digital players that the Company has been exiting throughout the year. These decreases were offset by sales of new wireless speaker products and increased sales of portable power lines and power supply systems due to the growing predominance of electronic devices in consumer homes...

  • Page 27
    ... in the Consumer Accessories segment increased 110 basis points primarily as a result of an increase in sale of higher margin consumer products, such as bluetooth speakers and a decrease in sales of lower margin products, such as camcorders, clock radios and digital players that the Company has been...

  • Page 28
    ... related to the Credit Facility entered into on rarch 1, 2011 primarily to fund our Klipsch acquisition. Equity in income of equity investees increased due to increased equity income of ASA Electronics, LLC (ASA) as a result of improved sales and profitability. Income Tax Provision The effective...

  • Page 29
    ... performance. Adjusted EBITDA and diluted adjusted earnings 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 the Company...

  • Page 30
    ... as due to the purchase and renovation of the Klipsch headquarters facility, the purchase of buildings in Germany and Venezuela and the Company's system upgrade. Financing activities provided cash of $108,254 during Fiscal 2013, primarily from cash draws from the Company's Amended Credit Facility to...

  • Page 31
    ..., except that Swing 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 1.25 - 2.25...

  • Page 32
    ...purchased at Schwaiger and Klipsch. (6) Represents contingent payments and other liabilities in connection with the Thomson Audio/Video, Invision and Klipsch acquisitions (see Note 2 of the Consolidated Financial Statements). (7) Represents the liability for an employer defined benefit pension plan...

  • Page 33
    ..., price negotiations depend in part on the foreign currency of foreign manufacturers, as well as market, trade and political factors. The Company also has exposure related to transactions in which the currency collected from customers is different from the currency utilized to purchase the product...

  • Page 34
    ... We are required to adopt certain new accounting pronouncements. See Note 1(w) to our consolidated financial statements of this Annual Report on Form 10-K. Item 7T-Quantitative and Qualitative Disclosures Tbout Market Risk The market risk inherent in our market instruments and positions is the...

  • Page 35
    ... that the Company's internal control over financial reporting was effective as of February 28, 2013 based on the COSO criteria. The certifications of the Company's Chief Executive Officer and Chief Financial Officer included in Exhibits 31.1 and 31.2 to this Annual Report on Form 10-K includes...

  • Page 36
    Grant Thornton LLP's attestation report on the effectiveness of the Company's internal control over financial reporting is included below. 36

  • Page 37
    ... REGISTERED PUBLIC TCCOUNTING FIRM Board of Directors and Stockholders VOXX International Corporation We have audited the internal control over financial reporting of Voxx International Corporation (a Delaware corporation) and subsidiaries(the "Company") as of February 28, 2013 , based on...

  • Page 38
    ... Relationships and Related Transactions, and Director Independence) and Item 14 (Principal Accounting Fees and Services) of Form 10-K, will be included in our Proxy Statement for the Annual meeting of Stockholders, which will be filed on or before June 28, 2013 , and such information is incorporated...

  • Page 39
    VOXX INTERNTTIONTL CORPORTTION INDEX TO CONSOLIDTTED FINTNCITL STTTEMENTS Financial Statements: Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets as of February 28, 2013 and February 29, 2012 Consolidated Statements of Operations and Comprehensive Income for the ...

  • Page 40
    ..., in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company's internal control over financial reporting as of February 28, 2013 , based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring...

  • Page 41
    VOXX International Corporation and Subsidiaries Consolidated Balance Sheets February 28, 2013 and February 29, 2012 (In thousands, except share data) February 28, 2013 Tssets February 29, 2012 Current assets: Cash and cash equivalents $ Accounts receivable, net Inventory Receivables from vendors...

  • Page 42
    ...except share and per share data) Year Ended Year Ended Year Ended Net sales Cost of sales Gross profit Operating expenses: Selling General and administrative Engineering and technical support Acquisition related costs February 28, 2013 $ 835,577 598,755 236,822 February 29, 2012 $ 707,062 504...

  • Page 43
    VOXX International Corporation and Subsidiaries Consolidated Statements of Stockholders' Equity Years Ended February 28, 2013 , February 29, 2012 and February 28, 2011 (In thousands, except share data) Class T and Class B Common Stock Tccumulated Paid-in Total Capital Retained Earnings other ...

  • Page 44
    ... loss on marketable securities 1,082 - 1,225 (1,846) (8,834) 13,269 4,363 (5,908) 357 12,698 6,022 62,867 (12,364) - - - - 214 1,284 182 1,600 Tax benefit on stock options exercised Changes in operating assets and liabilities (net of assets and liabilities acquired): Accounts receivable - 22,462...

  • Page 45
    44

  • Page 46
    ... Radio Corp., Audiovox Electronics Corporation ("AEC"), VOXX Accessories Corp. ("AAC"), 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...

  • Page 47
    ... 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...

  • Page 48
    ... investment securities $ 9,652 13,102 $ - 3,450 $ (a) There were no events or changes in circumstances that occurred to indicate a significant adverse effect on the cost of these investments. The carrying amount of the Company's accounts receivable, short-term debt, accounts payable, accrued...

  • Page 49
    ...$ 1,478 - $ (31) Total derivatives In connection with the acquisition of Hirschmann, on rarch 14, 2012, the Company acquired 36 contracts which were unable to qualify for hedge accounting during the year ended February 28, 2013 . There were four contracts of this nature outstanding at February 28...

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  • Page 67
    ...-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...

  • Page 68
    ... 28, 2013 the Company holds approximately 16% of the outstanding shares of this company. g) Revenue Recognition The Company recognizes revenue from product sales at the time of passage of title and risk of loss to the customer either at FOB shipping point or FOB destination, based upon terms...

  • Page 69
    ... a provision for excess and obsolete inventory based primarily on selling prices, indications from customers based upon current price negotiations and purchase orders. The Company's industry is characterized by rapid technological change and frequent new product introductions that could result in an...

  • Page 70
    ... of trademarks acquired are determined using the Relief from Royalty rethod based on projected sales of the trademarked products. The FV's of customer relationships are determined using the rulti-Period Excess Earnings rethod which includes a DCF analysis, adjusted for a required return on tangible...

  • Page 71
    ... three operating segments based upon the Company's products and internal organizational structure (see Note 13). These operating segments are the Automotive, Premium Audio and Consumer Accessories segments. The Hirschmann and Invision reporting units are located within the Automotive segment with...

  • Page 72
    ... the fourth quarter of Fiscal 2013, the Company identified an error in the consolidated financial statements for the year ended February 29, 2012, related to the purchase price of the Company's Klipsch acquisition that took place on rarch 1, 2011. Accounts payable acquired in the acquisition was...

  • Page 73
    ... 28, 2013 , the Company recorded $7,055 of patents subject to amortization, $19,392 of amortizing customer relationships and $10,400 of indefinite lived trade names, plus increases of $14,414 in both definite and indefinite life intangibles in connection with the final purchase price allocation for...

  • Page 74
    ... product to be purchased during a specified period of time. The amount offered is either based upon a fixed percentage of sales revenue to the customer or a fixed amount per unit sold to the customer. The Company makes an estimate of the ultimate amount of the rebate their customers will earn based...

  • Page 75
    ... of the product. Warranty expenses are accrued at the time of sale based on the Company's estimated cost to repair expected product returns for warranty matters. This liability is based primarily on historical experiences of actual warranty claims as well as current information on repair costs. The...

  • Page 76
    ... Company transitioned to hyper-inflationary accounting on rarch 1, 2010 and continues to account for its Venezuela operations under this method. On June 9, 2010, the Venezuelan government introduced a newly regulated foreign currency exchange system, Sistema de Transacciones con Titulos en roneda...

  • Page 77
    ...on a tax return should be recorded in the financial statements. Under ASC 740, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of...

  • Page 78
    .... u) Accounting for Stock-Based Compensation The Company has a stock-based compensation plan under which employees and non-employee directors may be granted incentive stock options ("ISO's") and non-qualified stock options ("NQSO's") to purchase shares of Class A common stock. Under the plan, the...

  • Page 79
    ... 30, 2012 and November 30, 2013, respectively), have an exercise price equal to $6.37 (the sales price of the Company's stock on the day prior to the date of grant) have a contractual term between 3.2 and 4.2 years, and a grant date fair value of $2.69 per share determined based upon a Black-Scholes...

  • Page 80
    ...awards granted under the Company's stock option plans in the following line items in the consolidated statement of operations and comprehensive income: Year Ended Year Ended Year Ended Cost of sales Selling expense General and administrative expenses Engineering and technical support Stock-based...

  • Page 81
    ... of Fiscal 2013 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on February 28, 2013 was $1,162. This amount changes based on the fair market value of the Company's stock. The...

  • Page 82
    ... impairment tests performed in interim and annual periods for fiscal years beginning after December 15, 2011, or the Company's first quarter of Fiscal 2013. The Company adopted this guidance as of rarch 1, 2012 and does not expect the guidance to have a material impact on its financial statements...

  • Page 83
    ... VOXX International (Germany) GmbH ("Voxx Germany"), purchased the stock of Car Communication Holding GmbH, a recognized tier-1 supplier of communications and infotainment solutions, primarily to the automotive industry, pursuant to the Sale and Purchase Agreement for â,¬87,571 ($114,397 based upon...

  • Page 84
    ... of high-end speakers for audio, multimedia and home theater applications. The acquisition of Klipsch adds world-class brand names to Voxx's offerings, increases its distribution network, both domestically and abroad, and provides the Company with entry into the high-end installation market at...

  • Page 85
    ... million , respectively. During the fourth quarter of Fiscal 2013, the Company identified an error in the consolidated financial statements for the year ended February 29, 2012, related to the Klipsch purchase price. Accounts payable acquired in the acquisition was incorrectly overstated and income...

  • Page 86
    ...The Company has a 50% non-controlling ownership interest in ASA Electronics, LLC and Subsidiary ("ASA") which acts as a distributor to markets for specialized vehicles, such as RV's, van conversions and marine vehicles, of televisions and other automotive sound, security and accessory products. ASC...

  • Page 87
    ... summary information of transactions between the Company and ASA: Year Ended Year Ended Year Ended February 28, 2013 (unaudited) February 29, 2012 (unaudited) February 28, 2011 (unaudited) Net Sales $ 396 $ February 28, 2013 633 $ February 29, 2012 477 Accounts receivable $ 59...

  • Page 88
    ... $ 52,679 6) Financing Arrangements The Company has the following financing arrangements: Domestic bank obligations (a) Euro asset-based lending obligation (b) Euro term loan agreement (c) Schwaiger mortgage (d) Klipsch notes (e) Audiovox Germany mortgage (f) Hirschmann line of credit (g) Total...

  • Page 89
    ... except that Swing 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 1.25 - 2.25...

  • Page 90
    ... is secured by a pledge of the stock of Audiovox Germany and the ragnat brand name, prohibits the distribution of dividends, and takes precedence to all other intercompany loans with VOXX International Corporation. d) Schwaiger Mortgage In January 2012, the Company's Schwaiger subsidiary purchased...

  • Page 91
    In January 2013, Audiovox Germany purchased the land and building housing their headquarters in Pulheim, Germany, entering into a mortgage note payable. The mortgage bears interest at 2.85%, payable in twenty-six quarterly installments through June 2019. g) Hirschmann Line of Credit On July 15, ...

  • Page 92
    ... losses for which no tax benefit has been provided. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting and tax purposes. Significant components of the Company's deferred tax assets and liabilities...

  • Page 93
    ... earnings in Germany as of February 28, 2013 , because such earnings are intended to be indefinitely reinvested overseas. The amount of unrecognized deferred tax liabilities for temporary differences related to investments in undistributed earnings is not practicable to determine at this time...

  • Page 94
    ...these employees can acquire up to a maximum of 20% of the Company's stated share capital in Audiovox Germany at a call price equal to the same proportion of the actual price paid by the Company for Audiovox Germany. The put options become immediately exercisable upon (i) the sale of Audiovox Germany...

  • Page 95
    ... in the open market. During the years ended February 28, 2013 , February 29, 2012 and February 28, 2011, the Company did not purchase any shares. 10) Other Stock and Retirement Plans a) Restricted Stock Plan The Company has restricted stock plans under which key employees and directors may be...

  • Page 96
    ...157 to the 401(k) Plan. d) Cash Bonus Profit Sharing Plan During Fiscal 2009, the Board of Directors authorized a Cash Bonus Profit Sharing Plan that allows the Company to make profit sharing contributions for the benefit of eligible employees, for any fiscal year based on a pre-determined formula...

  • Page 97
    ... facility from our principal stockholder which expires on November 30, 2016. The Company leases certain facilities from its principal stockholder. At February 28, 2013 , minimum annual rental payments on these related party leases, including capital lease payments, which are included in the table...

  • Page 98
    ...For certain customers, the Company establishes collateral rights in accounts receivable and inventory and obtains personal guarantees from certain customers based upon management's credit evaluation. Certain customers in Europe and Latin America have credit insurance equaling their credit limit. 97

  • Page 99
    ..., Premium Audio and Consumer Accessories. Our Automotive segment designs, manufactures, distributes start systems, digital TV tuners, mobile antennas, mobile multimedia, aftermarket/OE-styled radios, car link-smartphone telematics application, collision avoidance systems and location-based services...

  • Page 100
    ... and in the Automotive and Consumer Accessories segments during the year ended February 28, 2011. No one customer accounted for more than 10% of consolidated net sales during the fiscal year ended February 28, 2013. Geographic net sales information in the table below is based on the location of the...

  • Page 101
    ... tried in the New York Supreme Court, Suffolk County. In December 2011, the Company received advisory judgment in the case, concluding that the Company owed rPEG penalties related to license agreement obligations arising from the manufacture and sale of its products. The Company recorded a charge of...

  • Page 102
    Feb 28, 2013 2013 Net sales Gross profit Net income (loss) Net income (loss) per common share (basic) Net income (loss) per common share (diluted... by Subaru of America, there were not material subsequent events that required recognition or additional disclosure in these financial statements. 101

  • Page 103
    ... to customers. For the reserve for warranties and product repair costs, deductions represent currency effects and payments for labor and parts made to service centers and vendors for the repair of units returned under warranty. (b) Column C includes $115 of liabilities acquired during our Invision...

  • Page 104
    ... Financial Report of Audiovox Specialized Applications LLC (ASA) as of November 30, 2012 and 2011 and for the Years Ended November 30, 2012, 2011 and 2010 (filed herewith). Consent of rcGladrey LLP (filed herewith). The following materials from VOXX International Corporation's Annual Report on Form...

  • Page 105
    ... 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. VOXX INTERNATIONAL CORPORATION ray 14, 2013 By: /s/ Patrick r. Lavelle Patrick r. Lavelle, President and Chief Executive Officer 104

  • Page 106
    ... Chief Executive Officer (Principal Executive Officer) and Director ray 14, 2013 /s/ Charles r. Stoehr Charles r. Stoehr Senior Vice President, Chief Financial Officer (Principal Financial and Accounting Officer) and Director ray 14, 2013 /s/ John J. Shalam John J. Shalam Chairman of the Board...

  • Page 107
    ... RADIO CORP., a Georgia corporation (" ARC"), CODE SYSTEMS, INC. , a Delaware corporation (" CSI"), INVISION AUTOMOTIVE SYSTEMS INC. , a Delaware corporation (" IAS"), BATTERIES.COM, LLC, an Indiana limited liability company (" Batteries"), KLIPSCH GROUP, INC., an Indiana corporation (" Klipsch...

  • Page 108
    ... above (the " Amendment Effective Date") upon satisfaction of the following conditions (in each case, in form and substance reasonably acceptable to the Administrative Agent): (a) Executed Amendment . The Administrative Agent shall have received a copy of this Amendment duly executed by each of the...

  • Page 109
    ... approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by such Person of this Amendment. (d) The representations and warranties set forth in Article...

  • Page 110
    ... the Administrative Agent, the Lenders, or the Administrative Agent's or the Lenders' respective officers, employees, representatives, agents, counsel or directors arising from any action by such Persons, or failure of such Persons to act under the Credit Agreement on or prior to the date hereof...

  • Page 111
    ... AUDIOVOX CONSUMER ELECTRONICS, INC., a Delaware corporation, as a Borrower By: /s/ :Loriann Shelton Name: Loriann Shelton Title: CFO/Secretary/Treasurer AMERICAN RADIO CORP., a Georgia corporation, as a Borrower By: /s/ Charles M. Stoehr Name: Charles M. Stoehr Title: Vice President CODE SYSTEMS...

  • Page 112
    ....COM, LLC, an Indiana limited liability company, as a Borrower By: /s/ :Loriann Shelton Name: Loriann Shelton Title: Secretary KLIPSCH GROUP, INC., an Indiana corporation, as a Borrower By: /s/ Charles M. Stoehr Name: Charles M. Stoehr Title: Vice President VOXX INTERNATIONAL (GERMANY) GMBH...

  • Page 113
    ... EXPORTS CORP., a Delaware corporation By: /s/ Charles M. Stoehr Name: Charles M. Stoehr Title: Treasurer KLIPSCH HOLDING LLC, a Delaware limited liability company By: /s/ Charles M. Stoehr Name: Charles M. Stoehr Title: Vice President/Secretary KD SALES, LLC, an Indiana limited liability company...

  • Page 114
    AUDIOVOX WEBSALES LLC, a Delaware limited liability company By: /s/ Charles M. Stoehr Name: Charles M. Stoehr Title: Vice President AUDIOVOX LATIN AMERICA LTD., a Delaware corporation By: /s/ Charles M. Stoehr Name: Charles M. Stoehr Title: Vice President AUDIOVOX INTERNATIONAL CORP., a Delaware ...

  • Page 115
    ... Title: Managing Director ( Korlátolt HIRSCHMANN CAR COMMUNICATION KFT., a limited liability corporation Felelõsségû Társaság ) organized under the laws of Hungary By: /s/ Peter Inzenhofer Name: Peter Inzenhofer Title: Managing Director AUDIOVOX VENEZUELA C.A., a company organized under...

  • Page 116
    Title: Manager AUDIO PRODUCTS INTERNATIONAL CORP., a corporation formed under the laws of Province of Ontario By: /s/ T. Paul Jacobs Name: T. Paul Jacobs Title: President AUDIOVOX CANADA LIMITED, a corporation formed under the laws of Province of Ontario By: /s/ Charles M. Stoehr Name: Charles M. ...

  • Page 117
    ADMINISTRATIVE AGENT : WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender and as Administrative Agent By: /s/ Robert Milas Name: Robert Milas Title: Relationship Manager V.P. 11

  • Page 118
    ... By: /s/ Stuart N. Berman Name: Stuart N. Berman Title: Vice President RBS Citizens, N.A. , as a Lender By: /s/ Paul Darrigo Name: Paul Darrigo Title: Senior Vice President People's United Bank , as a Lender By: /s/ Matthew Harrison Name: Matthew Harrison Title: Assistant Vice President 12

  • Page 119
    Sovereign Bank, N.A. , as a Lender By: /s/ Christine Gerula Name: Christine Gerula Title: Senior Vice President Capital One, National Association, as a Lender By: /s/ Jed Pomerantz Name: Jed Pomerantz Title: Senior Vice President 13

  • Page 120
    ...VOXX Accessories Corp. Autiovox Electronics Corporation American Ratio Corp. Autiovox Venezuela C.A. Autiovox German Holtings GmbH Cote Systems, Inc. Autiovox Canata Limitet Entretenimiento Digital Mexico, S.te C.V Klipsch Holting, LLC Schwaiger GmbH Invision Automotive Systems, Inc. Hirschmann Car...

  • Page 121
    ... EUBLIC ACCOUNTING FIRM We have issued our reports dated May 14, 2013 , with respect to the consolidated financial statements, financial statement schedule and internal control over financial reporting included in the Annual Report of Voxx International Corporation and subsidiaries on Form 10...

  • Page 122
    ... EXCHANGE ACT OF 1934 I, Patrick M. Lavelle, President and Chief Executive Officer of Audiovox Corporation, certify that: 1. 2. I have reviewed this annual report on Form 10-K of Audiovox Corporation (the "Company"); Based on my knowledge, this report does not contain any untrue statement of...

  • Page 123
    ... ACT OF 1934 I, C. Michael Stoehr, Senior Vice President and Chief Financial Officer of Audiovox Corporation, certify that: 1. 2. I have reviewed this annual report on Form 10-K of Audiovox Corporation (the "Company"); Based on my knowledge, this report does not contain any untrue statement of...

  • Page 124
    ... with the Annual Report of Audiovox Corporation (the "Company") on Form 10-K for the period ended February 28, 2013 (the "Report") as filed with the Securities and Exchange Commission on the date hereof, I, Patrick M. Lavelle, President and Chief Executive Officer of the Company, certify, pursuant...

  • Page 125
    ... with the Annual Report of Audiovox Corporation (the "Company") on Form 10-K for the period ended February 28, 2013 (the "Report") as filed with the Securities and Exchange Commission on the date hereof, I, C. Michael Stoehr, Senior Vice President and Chief Financial Officer of the Company, certify...

  • Page 126
    ASA Electronics, LLC And Subsidiary (A Limited Liabilitm Companm) Consolidated Financial Report 11/30/2012 McGladrem LLP Certified Public Accountants McGladrem LLP is a member firm of RSM International -- an affiliation of separate and independent legal entities. 1

  • Page 127
    Contents Report of Independent Registered Public Accounting Firm Consolidated Financial Statements Consolidated balance sheets Consolidated statements of income Consolidated statements of members' equitm Consolidated statements of cash flows Notes to financial statements 1 2 3 4 5 6 McGladrem ...

  • Page 128
    ... an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles...

  • Page 129
    ASA Electronics, LLC and Subsidiary (A Limited Liability Company) Notes to the Financial Statements Consolidated Balance Sheets November 30, 2012 and 2011 2012 2011 ASSETS Current Assets Cash and cash equivalents Available-for-sale securities Trade receivables Inventories Prepaid expenses Total ...

  • Page 130
    ASA Electronics, LLC and Subsidiary (A Limited Liability Company) Notes to the Financial Statements Consolidated Statements of Income November 30, 2012 , 2011 and 2010 2012 Net sales Cost of goods sold 2011 2010 $ 84,641,165 $ 71,234,236 55,022,015 16,212,221 8,623,131 7,589,090 $ 67,678,...

  • Page 131
    ASA Electronics, LLC and Subsidiary (A Limited Liability Company) Notes to the Financial Statements Consolidated Statements of Members' Equity November 30, 2012 , 2011 and 2010 2012 Balance, beginning Net income Member distributions 2011 2010 $ 29,460,652 $ 9,022,064 (4,566,402 ) Balance, ...

  • Page 132
    ASA Electronics, LLC and Subsidiary (A Limited Liability Company) Notes to the Financial Statements Consolidated Statements of Cash Flows ...on sale of equipment Change in assets and liabilities: Decrease (increase) in: Trade receivables Inventories Prepaid expenses Increase (decrease) in: Accounts ...

  • Page 133
    ..., stereos and speakers, Voyager Observation Smstems, and Advent microwaves, refrigerators and rooftop air conditioners. These high qualitm mobile electronics and appliances are designed and tested in a research and development lab located at the Companm's corporate offices. ASA's engineering team...

  • Page 134
    ...,000 of member distributions relating to the fourth quarter. The LLC operating agreement does not provide for separate classes of ownership. Voxx International (Voxx) and ASA Electronics Corporation share equallm in all LLC events and the related member accounts are considered equal on a fair value...

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    ASA Electronics, LLC And Subsidiary (A Limited Liability Company) Notes To Financial Statements of obligations of municipalities and industrial revenue bonds, which are not subject to principal risk or fluctuation due to these securities being backed bm bank letters of credit. Management determines...

  • Page 136
    ... to cost of goods sold upon sale of the related product. Warranties: The Companm provides a limited warrantm primarilm for a period of up to two mears for its products. The Companm's standard warranties require the original equipment manufacturer, its dealers or the end user to repair or replace...

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    ASA Electronics, LLC And Subsidiary (A Limited Liability Company) Notes To Financial Statements financial statements. Management evaluated the Companm's tax positions and concluded that the Companm had taken no uncertain tax positions that require adjustment to the financial statements to complm ...

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    ASA Electronics, LLC And Subsidiary (A Limited Liability Company) Notes To Financial Statements Level 1 Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities. Quoted prices for identical assets and liabilities ...

  • Page 139
    ASA Electronics, LLC And Subsidiary (A Limited Liability Company) Notes To Financial Statements 2012 Cost Government bonds Gross Unrealized Gains Gross Unrealized Losses Fair Value - $ 4,000,000 $ 4,000,000 $ - $ 11/30/2011 Cost Government bonds Gross Unrealized ...

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    ASA Electronics, LLC And Subsidiary (A Limited Liability Company) Notes To Financial Statements 2012 Leasehold improvements Machinerm and equipment Tooling and molding Transportation equipment Office furniture and fixtures Computer equipment Booth displams Construction in progress 2011 1,057,412 ...

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    ASA Electronics, LLC And Subsidiary (A Limited Liability Company) Notes To Financial Statements related through common ownership, for approximatelm $45,000 per month, plus the pamment of propertm taxes, normal maintenance, and insurance on the propertm under an agreement ...

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    ASA Electronics, LLC And Subsidiary (A Limited Liability Company) Notes To Financial Statements expense figures include medical, vision and dental claims and third partm administration fees, in addition to wellness program expenses and Companm contributions to Health Savings Accounts. Note 9. ...

  • Page 143
    ... International Corporation of our report, dated February 1, 2013, on the consolidated financial statements of AhA Electronics, LLC which is included in the Annual Report on Form 10-K of VOXX International Corporation and hubsidiaries for the year ended February 28, 2013 . /s/ MCGLADREY LLP Elkhart...

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