UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) November 1, 2004
AUDIOVOX CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
0-28839 13-1964841
(Commission File Number) (IRS Employer Identification No.)
180 Marcus Boulevard, Hauppauge, New York 11788
(Address of Principal Executive Offices) (Zip Code)
(631) 231-7750
(Registrant's Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of file
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(e))
Page 1 of 13
Item 1.01 Entry into a Material Definitive Agreement
On November 1, 2004, Audiovox Corporation ("the Company") and UTStarcom
("UTSI") entered into an agreement ("the Agreement") to clarify and amend
specified sections of the Asset Purchase Agreement dated June 11, 2004. The
Agreement, among other things, includes Quintex receivables and Vendor
receivables in the definition of net assets and waives the Sarbanes-Oxley 404
condition as set forth in Section 7.02 (j) of the Asset Purchase Agreement. You
should read a copy of the Agreement which is attached as Exhibit 99.1 to this
report for a more complete understanding of the terms.
Item 1.02 Termination of a Material Definitive Agreement
The Company's fifth amended and restated credit agreement expired on
November 1, 2004 as a result of the sale of substantially all the assets of
Audiovox Communications Corp. ("ACC") to UTSI and the purchase by the Company of
Toshiba Corporation's interest in ACC and the repayment by ACC of the Toshiba
convertible note.
Item 2.01 Completion of Disposition of Assets
On November 1, 2004, Audiovox Corporation ("the Company") completed the
sale of select assets and certain liabilities of its majority owned subsidiary
Audiovox Communications Corporation ("ACC or Wireless") to UTStarcom ("UTSI") .
As consideration for the sale, Audiovox Corporation received $165,100 ("Purchase
Price") subject to a net working capital adjustment. If the net working capital
adjustment is less than $40,000, then the Purchase Price will be adjusted
downward in an amount equal to the deficiency, and if the net working capital
balance exceeds $40,000, then the Purchase Price will be adjusted upwards in an
amount equal to the excess. In addition, 5% of the purchase price or $8,255 has
been placed in escrow for 120 days. Immediately prior to the closing of the
asset sale, ACC repaid to Toshiba, a former minority interest shareholder in
ACC, $8,107 as payment in full of the outstanding principal amount of the
convertible note due to Toshiba and the Company purchased from Toshiba its
remaining 20% interest in ACC for $5,483.
In connection with the closing, ACC's Chief Executive Officer's employment
agreement with ACC was terminated and pursuant to his employment agreement and
his long-term incentive compensation award he received $4,000. ACC also
purchased certain of Mr. Christopher's personally held intangibles for $16,000.
In addition, the Company's Chairman and Chief Executive Officer received $1,916
upon the closing of the asset sale pursuant to an amendment to a long-term
incentive compensation award.
A copy of the press release discussing the completion of this sale is
attached hereto as Exhibit 99.2.
The sale of select assets and certain liabilities of the Wireless business
is more fully described in the Company's definitive proxy statement on Schedule
14A, filed with the Securities and Exchange Commission on October 7, 2004.
Item 5.02 Departure of Principal Officer
Effective November 1, 2004, Philip Christopher resigned his position as
Executive Vice President of the Company.
Page 2 of 13
Item 8.01 Other Events
On November 1, 2004, the Company obtained a credit line to fund the
short-term working capital needs of the Company. This line expires on January
31, 2005 and allows aggregate borrowings of up to $25,000 at an interest rate of
Prime (or similar designations) plus 1%. A copy of this credit line arrangement
is annexed hereto as Exhibit 99.3.
On November 2, 2004 at 10:00 a.m., the Company held a conference call to
discuss its financial results for the quarter ended August 31, 2004. The Company
has prepared a transcript of that conference call, a copy of which is annexed
hereto as Exhibit 99.4.
Item 9.01 Financial Statements and Exhibits
Unaudited Pro Forma Financial Statements
The following unaudited pro forma financial statements give effect to the
sale of substantially all of the assets (excluding certain receivables) and the
assumption by UTStarcom ("UTSI") of certain liabilities (excluding intercompany
accounts payable, income taxes, subordinated debt and certain accrued expenses),
relating to our wireless business. The unaudited pro forma consolidated balance
sheet and statements of earnings filed with this report are presented for
illustrative purposes only. The pro forma balance sheet as of August 31, 2004
has been prepared to reflect the sale of substantially all of the assets and the
assumption by UTSI of certain liabilities, relating to our wireless business to
UTSI as if such sale had taken place on August 31, 2004, and is not necessarily
indicative of the financial position of the Company had such sale occurred on
that date. The pro forma statements of earnings for the nine months ended August
31, 2004 and the year ended November 30, 2003 have been prepared assuming that
the transaction occurred as of the beginning of each of these periods, and are
not necessarily indicative of the results of operations for future periods or
the results that actually would have been realized had we sold the select assets
and liabilities of our wireless business as of those dates. The pro forma
financial statements, including notes thereto, should be read in conjunction
with the historical financial statements of the Company included in our Form
10-K/A for the year ended November 30, 2003, and the unaudited financial
statements filed in our Form 10-Q for the quarter ended August 31, 2004.
Our wireless business consisted of ACC and Quintex Mobile Communications
Corp., or Quintex, which is a wholly-owned subsidiary of ACC. ACC markets
wireless handsets and accessories primarily on a wholesale basis to wireless
carriers in the United States and carriers overseas primarily in the CDMA (Code
Division Multiple Access) market. Quintex is a small operation for the direct
sale of handsets, accessories and wireless telephone service. Quintex also
receives residual fees and activation commissions from the carriers.
Costs and expenses attributed to the Wireless business include direct
costs primarily associated with that business as well as interest and certain
shared expenses, including treasury, legal and human resources, based upon
estimated usage. Certain items are maintained at the Company's corporate
headquarters (Corporate) and are not allocated to the Wireless business. They
primarily include costs associated with accounting and certain executive officer
salaries and bonuses and certain items including investment securities, equity
investments, deferred income taxes, certain portions of excess cost over fair
value of assets acquired, jointly-used fixed assets and debt. The jointly-used
fixed assets are Audiovox's management information systems, which is jointly
used by the wireless and electronics businesses and Corporate. A portion of the
management information systems costs, including depreciation and amortization
expense, are allocated to the segments based upon estimates made by management.
As such, these financial statements do not reflect other non-direct cost savings
that may occur as a result of focusing our efforts on just our consumer
electronics business going forward.
Page 3 of 13
The following unaudited pro forma consolidated balance sheet represents the
August 31, 2004 balance sheet adjusted to reflect the sale of the Wireless
business, pursuant to the asset purchase agreement, as if such transaction had
taken place on August 31, 2004:
Pro forma Consolidated Balance Sheet
As of August 31, 2004
(Unaudited, in thousands, except per share data)
(Net Assets
As Reported To Be Sold)/ Other Pro Forma
August 31, Consideration to Pro Forma August 31,
2004 be Received Adjustments 2004
----------- ---------------- ------------- -----------
Assets
Current assets:
Cash $ 8,592 $ 177,231 (a) $(109,062) (f) $ 33,155
(13,590) (b) (1,916) (g)
(28,100) (c) -
Amounts due from UTSI - 8,255 (c) - 8,255
Accounts receivable, net 222,120 (1,684) (d) - 220,436
Inventory 165,126 - - 165,126
Receivables from vendors 11,092 (4,341) (d) - 6,751
Prepaid expenses and other current
assets 10,477 (541) (d) - 9,936
Deferred income taxes 8,196 - - 8,196
Assets held for sale 170,646 (170,646) (d) - -
----------- ---------- ---------- ---------
Total current assets 596,249 (33,416) (110,978) 451,855
Investment securities 7,548 - - 7,548
Equity investments 13,138 - - 13,138
Property, plant and equipment, net 18,896 - - 18,896
Excess cost over fair value of assets
acquired 7,195 (717) (b) - 7,019
541 (d)
Intangible assets 8,043 - - 8,043
Other assets 458 - - 458
----------- ---------- ---------- ---------
$ 651,527 $ (33,592) $(110,978) $ 506,957
=========== ========== ========== =========
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable $ 28,199 $ - $ - $ 28,199
Accrued expenses and other current
liabilities 24,810 1,013 (d) - 25,823
Accrued sales incentives 7,419 - - 7,419
Income taxes payable 12,456 - - 12,456
Bank obligations 117,597 - (109,062)(f) 8,535
Current portion of long-term debt 10,320 (8,107) (b) - 2,213
Liabilities related to assets held for
sale 87,189 (87,189) (d) - -
----------- ---------- ---------- ---------
Total current liabilities 287,990 (94,283) (109,062) 84,645
Long-term debt 7,388 - - 7,388
Capital lease obligations 6,022 - - 6,022
Deferred income taxes 1,523 - - 1,523
Deferred compensation 6,089 - - 6,089
----------- ---------- ---------- ---------
Total liabilities 309,012 (94,283) (109,062) 105,667
----------- ---------- ---------- ---------
Minority interest 6,689 (6,200) (b) - 489
----------- ---------- ---------- ---------
Page 4 of 13
(Net Assets
As Reported To Be Sold)/ Other Pro Forma
August 31, Consideration to Pro Forma August 31,
2004 be Received Adjustments 2004
----------- ---------------- ------------- -----------
Commitments and contingencies
Stockholders' equity:
Preferred stock 2,500 - - 2,500
Common stock:
Class A 208 - - 208
Class B 22 - - 22
Paid in capital 252,752 572 (c) - 253,324
Retained earnings 91,526 421 (e) - 156,350
66,319 (c) (1,916) (g)
Accumulated other comprehensive loss (2,685) (421) (e) - (3,106)
Treasury stock, at cost (8,497) - - (8,497)
----------- ---------- ---------- ---------
Total stockholders' equity 335,826 66,891 (1,916) 400,801
----------- ---------- ---------- ---------
Total liabilities and stockholders'
equity $ 651,527 $ (33,592) $(110,978) $ 506,957
============ ========== ========== ==========
In connection with the asset purchase agreement, the following adjustments
were recorded:
(a) Proceeds to be received at the closing of sale of our wireless
business. The purchase price of $165,100 was affected by the
following:
(i) $25,000 payment to former wireless employees, which includes
$20,000 to the ACC CEO, for the purchase of intangibles and
termination of his employment agreement. This payment is being
recorded as a reduction to the gain at the time of closing.
(ii) $4,000 of accruals for estimated legal, accounting and other
acquisition costs.
(iii)$49,386 positive working capital adjustment. Pursuant to the
asset purchase agreement, if the net working capital balance at
the time of closing is less than $40,000, then the purchase price
will be adjusted downward in an amount equal to the deficiency,
and if the net working capital balance exceeds $40,000, then the
purchase price will be adjusted upwards in the amount equal to
the excess. Subsequent to the signing of the asset purchase
agreement, the Company and UTSI entered into an agreement whereby
UTSI would acquire certain receivables and additional accrued
expenses. These items are recorded as an adjustment to the
working capital adjustment.
(iv) In accordance with the Asset Purchase Agreement, $8,255 (5% of
the purchase price) will be placed in escrow by UTSI for a
limited amount of time after closing.
(b) (i) Cash paid to Toshiba, minority stockholder in ACC for the
following:
(a) debt of $8,107 and;
(b) $5,483 for Toshiba's 20% minority interest in ACC. Toshiba's
20% minority interest had a book value of $6,200 at August
31, 2004, resulting in a gain of $717.
(ii) On June 9, 2004, Audiovox purchased 5% of Toshiba's minority
interest in ACC for $1,410. Toshiba's 5% minority interest in ACC
had a book value of $1,234 at May 31, 2004, resulting in goodwill
of $176.
Page 5 of 13
(c) Reflects estimated taxes of $28,100 and the after-tax pro forma gain
of $66,319 which would be recognized on the sale of our wireless
business had the transaction occurred on August 31, 2004. The
after-tax pro forma gain of $66,319 is calculated by subtracting the
net proceeds of pro forma adjustment (a) of $177,231 less:
(i) the net book value of ACC net assets sold of $90,495;
(ii) estimated taxes of $28,100; and
(iii)a non-cash compensation charge of $572. In connection with the
sale of wireless to UTSI, certain ACC employee stock options
under the 1997 Stock Option Plan and 1999 Stock Compensation Plan
will be extended for one year from the closing. If the sale to
UTSI occurred on August 31, 2004, this extension would result in
a remeasurement of stock options and would result in a non-cash
stock compensation charge of $572 in accordance with FIN 44.
In accordance with the Asset Purchase Agreement, $8,255 (5% of the purchase
price) will be placed in escrow by UTSI for a limited amount of time after
closing. These escrow amounts are expected to be collected from UTSI and have
been included in the above gain calculation.
(d) Assets sold to and liabilities assumed by UTSI under the asset
purchase agreement and additional agreement. These unaudited amounts
represent ACC assets and liabilities which would be sold to UTSI if
the transaction had occurred on August 31, 2004.
(e) Realization of wireless Canadian cumulative translation gains.
As a result of the other transactions which would occur pursuant to the
asset purchase agreement, the following additional pro forma adjustments were
recorded:
(f) The Company's credit agreement for domestic ban obligations will
expire and become due upon the consummation of sale of ACC's assets to
UTSI. As a result of the cash proceeds received, Audiovox would repay
domestic bank obligations.
(g) Payment of $1,916 due to Mr. Shalam, Audiovox CEO, for Long Term
Incentive Compensation Award related to ACC stock appreciation rights
granted on May 29, 2002. These stock appreciations rights were granted
in order to reward Mr. Shalam if a controlling interest in ACC was
acquired by a third party. The sale of ACC assets to UTSI and
Audiovox's exit from the wireless business was deemed to be a change
in the controlling interest of ACC as UTSI will be controlling and
operating the wireless business. Accordingly, this payment from
Audiovox will be an operating charge to Audiovox Corporation at the
time of closing.
Page 6 of 13
The following pro forma and unaudited statement of earnings for the nine
months ended August 31, 2004, represents the results of operations as if the
sale of the wireless business pursuant to the asset purchase agreement occurred
on November 30, 2003:
Pro Forma Consolidated Statement Of Earnings
For The Nine Months Ended August 31, 2004
(Unaudited, in thousands, except share and per share data)
Pro Forma Pro Forma
As Reported Adjustments Reported
------------ ------------ ------------
Net sales $ 417,533 $ -- $ 417,533
Cost of sales 351,406 -- 351,406
------------ ------------ ------------
Gross profit 66,127 -- 66,127
------------ ------------ ------------
Operating expenses:
Selling 23,144 -- 23,144
General and administrative 36,200 (371) (a) 35,829
Warehousing and technical support 3,404 -- 3,404
------------ ------------ ------------
Total operating expenses 62,748 (371) 62,377
------------ ------------ ------------
3,750
Operating income 3,379 371
------------ ------------ ------------
Other income (expense):
Interest and bank charges (2,682) 420 (b) (2,262)
Equity in income of equity investees 3,706 -- 3,706
Other, net 1,663 414 (c) 2,077
------------ ------------ ------------
Total other income (expense), net 2,687 834 3,521
------------ ------------ ------------
Income from continuing operations before provision for income
taxes, minority interest and discontinued operations 6,066 1,205 7,271
Provision for income taxes 3,042 500 (d) 3,542
Minority interest expense (710) -- (710)
------------ ------------ ------------
Income from continuing operations 2,314 705 3,019
Income from discontinued operations, net of tax 8,577 (8,577) (e) --
------------ ------------ ------------
Net income $ 10,891 $ (7,872) $ 3,019
============ ============ ============
Earnings per common share (basic)
From continuing operations $ 0.11 $ 0.14
From discontinued operations 0.39 --
------------ ------------
Net income per common share (basic) $ 0.50 $ 0.14
============ ============
Earnings per common share (diluted)
From continuing operations $ 0.10 $ 0.14
From discontinued operations 0.39 --
------------ ------------
Net income per common share (diluted) $ 0.49 $ 0.14
============ ============
Weighted average number of common shares outstanding
(basic) 21,945,364 21,945,364
============ ============
Weighted average number of common shares outstanding
(diluted) 22,363,733 22,363,733
============ ============
Page 7 of 13
Pro forma adjustments to reflect the sale of the wireless business to UTSI
pursuant to the asset purchase agreement include:
(a) Reversal of bonus expense for Audiovox Corporation officers based on
ACC pre-tax income.
(b) Represents reduction of interest expense that would be recognized due
to the payment of domestic bank obligations.
(c) Rental income which would be recorded by Audiovox Corporation in
connection with an operating lease between Audiovox Corporation and
ACC, which currently requires monthly lease payments of $46. Audiovox
Corporation and UTSI anticipate extending such lease subsequent to
closing. As such, rental income of $414 ($46 times 9 months) for the
nine months has been recorded.
(d) Tax effect of pro forma adjustments.
(e) Elimination of operating results of the wireless business.
In addition, costs and expenses attributed to the wireless business include
direct costs primarily associated with that business as well as interest and
certain shared expenses, including treasury, legal and human resources. As such,
these financial statements do not reflect other non-direct cost savings that may
occur as a result of focusing our efforts on just the continuous monitoring
business going forward.
Page 8 of 13
The following pro forma and unaudited statement of operations for the year
ended November 30, 2003 represents the results of operations as if the sale of
the wireless business pursuant to the asset purchase agreement occurred on
November 30, 2002 and includes adjustments relating to the Recoton acquisition
(see footnote 1).
Pro Forma Consolidated Statement Of Operations
For The Fiscal Year Ended November 30, 2003
(Unaudited, in thousands, except share and per share data)
Revised Pro Forma Other Pro Forma
As Reported(1) Adjustments(a) Adjustments Reported
-------------- ------------- ----------- ------------
Net sales $ 1,366,763 $ (806,210) $ - $ 560,553
Cost of sales 1,253,092 (768,233) - 484,859
------------ ----------- ---------- ------------
Gross profit 113,671 (37,977) - 75,694
------------ ----------- ---------- ------------
Operating expenses:
Selling 33,413 (10,959) - 22,454
General and administrative 94,050 (16,773) 800 (b) 77,852
(225)(c)
Warehousing and technical support 5,029 (2,827) - 2,202
------------ ----------- ---------- ------------
Total operating expenses 132,492 (30,559) 575 102,508
------------ ----------- ---------- ------------
Operating income (loss) (18,821) (7,418) (575) (26,814)
------------ ----------- ---------- ------------
Other income (expense):
Interest and bank charges (6,189) 1,752 1,417(d) (4,186)
(1,166)(e)
Equity in income of equity investees 3,279 54 3,333
Other, net 739 (5) 552 (f) 1,286
------------ ----------- ---------- ------------
Total other income (expense), net (2,171) 1,801 803 433
------------ ----------- ---------- ------------
Income (loss) before provision for income taxes
and minority interest (20,992) (5,617) 228 (26,381)
Provision for (recovery of) income taxes (6,447) (1,776) 95 (g) (8,128)
Minority interest (expense) (390) 1,066 - 676
------------ ----------- ---------- ------------
Net income (loss) $ (14,935) $ (2,775) $ 133 $ (17,577)
============ =========== ========== ============
Net income (loss) per common share (basic) $ (0.68) $ (0.80)
============ ===========
Net income (loss) per common share (diluted) $ (0.68) $ (0.80)
============ ===========
Weighted average number of common shares
outstanding (basic) 21,854,610 21,854,610
=========== ===========
Weighted average number of common shares
outstanding (diluted) 22,054,320 22,054,320
=========== ===========
Pro forma and other adjustments to reflect the sale of the wireless
business to UTSI pursuant to the asset purchase agreement include:
(a) Elimination of operating results of the wireless business.
(b) Reflects Corporate allocations which were originally charged to ACC,
that would be recorded as an expense of Audiovox Corporation.
Page 9 of 13
(c) Reversal of bonus expense for Audiovox Corporation officers based on
ACC pre-tax income.
(d) Represents reduction of interest expense that would be recognized due
to the payment of domestic bank obligations.
(e) Reversal of Audiovox Corporation intercompany interest income
received from ACC.
(f) Rental income which would be recorded by Audiovox Corporation in
connection with an operating lease between Audiovox Corporation and
ACC, which currently requires monthly lease payments of $46. Audiovox
Corporation and UTSI anticipate extending such lease subsequent to
closing. As such, rental income of $552 ($46 times 12 months) for
twelve months has been recorded.
(g) Tax effect of pro forma adjustments.
In addition, costs and expenses attributed to the wireless business include
direct costs primarily associated with that business as well as interest and
certain shared expenses, including treasury, legal and human resources. As such,
these financial statements do not reflect other non-direct cost savings that may
occur as a result of focusing our efforts on just the continuous monitoring
business going forward.
Page 10 of 13
(1) On July 8, 2003, the Company acquired certain operations of Recoton
Corporation. The Revised As Reported amounts include pro forma adjustments
of the Recoton acquisition, and the following table displays a
reconciliation between the "As Reported" amounts in the Company's November
30, 2003 Form 10-K:
Pro Forma Other Revised As
As Reported Adjustments (2) Adjustments (3) Reported
Net sales $ 1,323,902 $ 69,238 $ (26,377) $ 1,366,763
Cost of sales 1,199,696 68,786 (15,390) 1,253,092
------------ ------------ ------------ ------------
Gross profit 124,206 452 (10,987) 113,671
------------ ------------ ------------ ------------
Operating expenses:
Selling 36,514 -- (3,101) 33,413
General and administrative 60,106 38,838 (4,894) 94,050
Warehousing and technical support 5,783 -- (754) 5,029
------------ ------------ ------------ ------------
Total operating expenses 102,403 38,838 (8,749) 132,492
------------ ------------ ------------ ------------
Operating income (loss) 21,803 (38,386) (2,238) (18,821)
------------ ------------ ------------ ------------
Other income (expense):
Interest and bank charges (4,602) (2,244) 657 (6,189)
Equity in income of equity investees 3,279 -- -- 3,279
Other, net 556 -- 183 739
------------ ------------ ------------ ------------
Total other income (expense), net (767) (2,244) 840 (2,171)
------------ ------------ ------------ ------------
Income (loss) before provision for
income taxes and minority interest 21,036 (40,630) (1,398) (20,992)
Provision for (recovery of) income
taxes 9,407 (14,574) (1,280) (6,447)
Minority interest (expense) (390) -- -- (390)
------------ ------------ ------------ ------------
Net income (loss) $ 11,239 $ (26,056) $ (118) $ (14,935)
============ ============ ============ ============
Net income (loss) per common share
(basic) $ 0.51 $ (0.68)
============ ============
Net income (loss) per common share $ 0.51 $ (0.68)
(diluted) ============ ============
Weighted average number of common
shares outstanding (basic) 21,854,610 21,854,610
============ ============
Weighted average number of common
shares outstanding (diluted) 22,054,320 22,054,320
============ ============
(2) Represents pro forma adjustments as if the Recoton acquisition
occurred on November 30, 2002.
(3) Represents actual Recoton results included in the statement of
operations beginning on July 8, 2003. These amounts are removed from
operating results because pro forma adjustment (2) includes pro forma
results for the full fiscal year.
In addition, costs and expenses attributed to the wireless business include
direct costs primarily associated with that business as well as interest and
certain shared expenses, including treasury, legal and human resources. As such,
these financial statements do not reflect other non-direct cost savings that may
occur as a result of focusing our efforts on just the continuous monitoring
business going forward.
Page 11 of 13
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.
AUDIOVOX CORPORATION (Registrant)
Date: November 5, 2004 /s/ Charles M. Stoehr
-----------------------------------
Charles M. Stoehr
Senior Vice President and
Chief Financial Officer
Page 12 of 13
EXHIBIT INDEX
Exhibit No. Description
99.1 Agreement between Audiovox Corporation and UTStarcom
dated November 1, 2004 (filed herewith).
99.2 Press release entitled "Audiovox Corporation Completes
Sale of Cellular Subsidiary to UTStarcom" (filed
herewith).
99.3 Credit Line Agreement with JP Morgan Chase (filed
herewith).
99.4 Transcript of conference call held on November 2, 2004
at 10:00 a.m. (filed herewith).
Page 13 of 13