Good day, ladies and gentlemen, and welcome to the VOXX International Fiscal 2019 Third Quarter Results Conference Call. At this time, all participants are in a listen-only mode. Later, we’ll conduct a question-and-answer session and instructions will follow at that time. [Operator Instructions] As a reminder, this conference call is being recorded.

I would now like to introduce your host for today's conference, Glenn Wiener of Investor Relations. Sir, you may begin.

Thank you, Ashley, and good morning, everyone. Let me start by wishing you all a healthy and happy New Year. Welcome to our fiscal 2019 third quarter results conference call and as you know, the call today is being webcast live on our website, www.voxxintl.com, and there's a replay available for those who aren't able to make today's call.

Speaking from management this morning will be Pat Lavelle, President and Chief Executive Officer; and Michael Stoehr, Senior Vice President and our Chief Financial Officer. Following their remarks, we'll have the Q&A session for those investors wishing to ask any questions.

John Shalam, Chairman of the Board is also with us this morning and he will be available during the Q&A portion of the call as well.

Before I turn the call to Pat, I'd like to remind everyone that except for historical information contained herein, statements made on today's call and webcast that would constitute forward-looking statements are based on currently available information. The company assumes no responsibility to update any such forward-looking statements.

And risk factors associated with our business are detailed in our Form 10-Q for the period ended November 30, 2018 -- excuse me, in our Form 10-K for the period ended February 28, 2018.

At this time, I'd like to turn the call over to our President and CEO, Pat Lavelle, to share some of the exciting news and progress that we've had at VOXX International.

Pat?.

Apple, Samsung, Garmin, Striiv and I'm pleased to announce the addition of Fitbit as well. In addition to this program, we added Apple smart watches for Zimmer Biomet wearable program, which will contribute to our fiscal 2020 results. And this week at CES, we announced new partnership with Reemo Health to distribute the Reemo smart watch.

We are expanding our reach in this growing category and companies are seeking VOXX because of our extensive logistics, distribution and product capabilities. We generated $330,000 in Q3 revenue at 93% gross profit for EyeLock products, but revenue is more a timing issue.

POS we have in place were pushed out a bit as ViaTouch ramps up production for its artificial intelligence vending machines. This partnership should lead to higher sales over the coming quarters and projections in fiscal 2020 look promising.

EyeLock is actively working with a few of the top companies in the healthcare space and we expect to announce new programs over the next two quarters if not sooner. In Q3, we sold our high throughput H VOXX systems to a government agency and are working on other opportunities.

And in Q4 we completed the development of our EXT authentication system and we'll be delivering EXTs to all of our security customers for evaluation and to one major U.S. airport for testing.

And as we announced at CES, EyeLock worked in collaboration with 360fly to develop and launch a new smart rearview mirror for the law enforcement and public safety markets. EyeLock is also working with our automotive group to integrate biometric authentication with our eFob phone system to access and secure securely start your vehicle.

Which brings me to 360fly, for those that have been following us, we along with others have been financing 360s operation because of their -- potential that the technology holds. 360 has pivoted moving away from retail and is now expanding into public safety, private security and law enforcement with new surveillance solutions.

At CES, they debut a 360-degree 4K school bus camera, which comes equipped with a suite of artificial intelligent analytics, smart event record triggers and video data management.

Another development, as 360 has developed groundbreaking threat detection technology for Brinks, a leading private security firm designed to provide a safer environment for their drivers and messengers. Based on proprietary algorithms the messenger is alerted if someone is approaching in an aggressive way, so the messenger has time to react.

Just a few other points with respect to accessory product announcement, Singsation we'll be launching four new all-in-one karaoke offerings, all of which incorporate a new voice controlled app to quickly access karaoke content via YouTube.

These products will be available on the fall and available at Target, thus by Amazon and over 3,000 storefronts nationwide. For reference 3Q sales were up over 3 million over last year.

Project Nursery will be expanding its successful line of nursery soothers and will bring to market new soothing projector with night light and timer, available in the spring at Walmart, Amazon and project.nursery.com.

Remember, in the second quarter we added Best Buy to our lineup and introduced a Wi-Fi monitor capable with Google Home and Amazon Alexa. In Q3, our sales in this category were up 46%.

And in RCA, our industry-leading over-the-air HDTV antenna brand, will introduce five new antenna models each with distinct technology features and all launching in the spring of 2019. This category was down in Q3 as we had a large initial load-in in the third quarter last year, which compromised the bulk of the year-over-year decline.

However, new products come into market, along with the strong distribution we have should help us maintain, if not grow, our number one market position. Before I turn the call over to Mike, let me summarize our go-forward strategy and what we are working on to unlock shareholder value. Automotive is growing and profitability is improving.

Of course, we are watching the U.S. and global auto markets closely and ready to react aggressively if needed. Premium Audio is more profitable with strong margins and we expect will return to grow with more normalized comparisons and opportunities, both at retail and in the custom installation channel.

Consumer Accessories will be undergoing a major restructuring designed to streamline operations and make this segment profitable. Our focus will be on technology, where we see the highest growth potential.

We expect EyeLock to begin to generate more revenue and with some of these new programs coming online, coupled with expense reductions; it is our goal to make EyeLock a profitable entity within the next 12 to 18 months.

We are considering changes to our reporting structure to simplify the VOXX story and we continue to explore potential divestitures and acquisitions that can maximize synergies, improve efficiencies and lower expenses And as always, our Board is actively evaluating the use of our strong balance sheet and cash position to improve shareholder value.

At this time I will turn the call over to Mike Stoehr and he will go through some of the nine months numbers.

Mike?.

Thanks Pat. Good morning everyone. As Pat covered our [Indiscernible] I'll make just a few comments with respect to our nine month year-to-date results and then focus on sequential improvements in our balance sheet. Net sales were down 11.8% on a consolidated basis with Automotive up 13%.

Premium Audio down 9.9% [Indiscernible] the reasons Pat gave are fully comparative to remain true for the nine-month period. Gross margins were up 280 basis points coming in at 28.8%.

Premium Audio segment gross margins were up 460 basis points, Consumer Accessories segment was up 250 basis points and the Automotive segment gross margins were down 30 basis points. Total expenses year-to-date declined by $5.7 million, an improvement of 5%.

However, note that in the second quarter of fiscal 2019, we had intangible asset impairment charges of $9.8 million. Excluding these non-cash charges, total operating expenses for the nine-month comparisons declined by $15.6 million or 13.6%.

The biggest impact was G&A expense, down $9.5 million or 16%, but selling expense and engineering and technical support expenses declined as well. There are a number of actions underway to lower our expenses further in fiscal 2020. So, in fiscal 2019 fourth quarter, we have one-time restructuring charges, which Pat discussed earlier.

With respect to other income and expenses, there wasn't a lot of noise in our Q3 results, but for the nine-month comparisons, there were a number of one-time events.

We had a $3.5 million non-cash impairment on our Venezuela properties in fiscal 2019 and a $6.6 million expense associated with FX related to our sale of Hirschmann in last year's fiscal nine-month period, which was partially offset by a $1.4 million investment gain related to our sale of Rx Networks.

Total other expenses net were $500,000 compared to $5.5 million for fiscal 2019 and fiscal 2018 nine-month periods. We reported an operating loss of $10.8 million versus an operating loss of $14.1 million, an improvement of $3.3 million.

Remember that in addition to other expenses recorded, we also had a large gain from our sales in Hirschmann in August of 2017, which skewed net income and net income attributable to VOXX. On a pretax income basis, our Automotive segment reported pretax income of $11.1 million, up $2.2 million.

Our Premium Audio segment, as Pat mentioned earlier, reported pretax income of $9.6 million, up $8 million and our Consumer Accessories segment reported a pretax loss of $28.8 million, an $11.4 million increase from fiscal 2019 to fiscal 2018, which is what is driving many of the actions underway.

Our adjusted EBITDA which taking into account the non-cash charges and respective gains all one-time factors came in at $17.4 million, which represents a $7.8 million year-over-year improvement.

Regarding taxes, for the three months ended November 30th, 2018 the company recorded an income tax benefit of $4.1 million on pretax earnings of $6.5 million, a negative effective tax rate of 62.8%.

For the nine months ended November 30th, 2018, the company recorded an income tax provision of $3.1 million on pretax loss of $11.3 million, a negative effective tax rate of 27.8%.

If the annual pretax income is achieved for the remainder of the fiscal year, the company anticipates recognizing an additional tax benefit for the fourth quarter of fiscal 2019.

Pursuant to accounting literature, the company is required to utilize a negative effective tax rate based on our annual pretax income forecast, which includes profitable jurisdictions, anticipating an income tax provision, and loss jurisdictions from which a limited tax benefit can be recognized.

The mix of jurisdictions produces a negative effective tax rate which results in an income tax benefit when applied to pretax earnings for the three months ended November 30th, 2018, an income tax expense when applied to pre-tax loss for the nine months ended November 30th, 2018.

The income tax provision for the nine months ended November 30th, 2018 is not representative of our cash tax liability, which is expected to be approximately $1.6 million for the fiscal 2019. Now for our balance sheet which has improved sequentially over the second quarter.

As of November 30th, we had $48.7 million of cash and cash equivalents, this is down $3 million compared to February 28, 2018, our year end, but up $4.5 million since the end of the second quarter on August 31.

Our total debt position of $18.2 million increased by approximately $600,000 compared to year end with minor adjustments in our euro asset-based lending obligation and mortgages accounting for the difference. Total long-term debt net of debt issuance cost of $5.8 million marked its $2.7 million improvement when comparing November 30 to February 28.

We have no debt outstanding on our domestic credit facility and the only debt we hold today is for mortgages outstanding on our properties in the U.S. and Germany and the euro asset-based loan which support our German operations. Our balance sheet remains strong and we anticipate further improvements in the coming year.

Operator, we are now ready to open up the call for questions..

[Operator Instructions].

Ashley, I'm showing multiple questions. I'm not sure why you are not on your screen. We got four right now in the queue..

Okay just give me one moment..

First question is from Tom Kahn of Kahn Brothers..

Thank you. And our first question comes from the line of Thomas Kahn with Kahn Brothers. Your line is now open..

Hi.

Am I open? Am I live?.

You're good, Tom..

Thank you. Good morning.

I'm glad that you people are hiring a consultant to review your businesses, am I correct in that?.

Yes, we have worked with them recently..

Okay. Because I had recommended a number of years ago that you hire a qualified consultant to review all of your businesses and make recommendations. So, I'm very pleased that you are working with a consultant to review all of your businesses. So, I'm glad you're doing that.

Would you share what the consultant tells you after you've gotten the report?.

I think what you'll see is when we announced our plan for the fourth quarter; you will see the result of our discussions with any of the consultants that we spoke with..

Okay. That's good. I hope that you would consider sharing a synopsis of what the consultant recommends and that the consultant also considered aside from tweaking the businesses, selling them, reducing costs consider the possibility of share repurchase program to enhance shareholder value.

I don't know whether the consultant is the right type of consultant to consider that, but I would certainly think if they are, that should be an agenda item for them?.

As we did, and Tom as we discussed in our last call and as I've been stating, the board is looking at every option that we have available too. Now based on the balance sheet that we have and our debt position, we will look at every option to help and improve total shareholder value..

That's good. I'm glad to hear that.

And I do hope that one of the things that you would not consider is an acquisition because if you look at the -- Pat, if we look at the acquisitions over, let's say, the past half dozen years and what's happened to the share price, we found that it really has not helped us, but probably a share repurchase program to shrink the outstanding shares would.

So I think we need independent eyes of consultant to say, should we do more acquisitions the way we have done in the past? Or should we consider shrinking the number of shares to enhance shareholder value because the reality is the shares have not done well during this full market?.

Yes. Well, we're making investments in new technologies that obviously have drained the profitability a bit. And as I said we are looking at every option to improve our business, improve our EBITDA, improve shareholder value. So let us go through the plan.

I think what you will see from our fourth quarter announcements is something that would be good for the company and good for the shareholders..

Thank you. And please be tough for the consultants because we really need to have surgery of some radical type, because I remember at one of the shareholder meetings that I did not attend out in Long Island, some of the management said that, the stock is worth $20 or $30 a share. I wasn't there at the meeting, but I believe it.

The question is, how do we get from here to there?.

That's what we're working on Tom..

Okay. Thank you very much..

Okay. Right..

Thank you. And our next question comes from the line of Brad Leonard with BML Capital Management. Your line is now open..

Hi. Thanks for taking my question..

Good morning, Brad..

Good morning. On the EyeLock, you guys have a -- to remind me where this sits on the balance sheet? You've loaned $42 million to EyeLock, but it's a consolidated entity.

So, on the consolidated balance sheet where does that sit the $42 million?.

Its company right..

Because in the footnoted it says, it's in a short term or the current loan?.

Mike you want to take that?.

The EyeLock is consolidated into the financial statements and that the inter-company loan because it’s considered intercompany loan sort of eliminates which is you see on the financials if you look at -- if you'll see the investment accounts, it would be in there..

Okay. So in the footnote it shows it's the full $42 million is in current portion of debt, but that obviously gets consolidated out, because there's only $10 million on the balance sheet. So as an asset where is it in? It's in investment..

It would be the original investment that we made would show up the investments portion. As we originally see the footnote, it’s a VIE and that's why we separated out to let you look at it. .

So it's not in current assets?.

No..

The investment -- it's an equity investment?.

Yes..

The $22 million?.

Well, no. The $22 million is the investment that we have in ASA. It would be in -- let me just look at it for you. We found it in long-term assets. Intangibles, probably it's sitting up in intangibles..

Okay. So it's part of that, in the intangibles. Okay. All right. Just want to clarify that.

And then, it looks like the 360Fly, which I asked you guys about last quarter that you've loaned them $15 million and that is sitting in prepaid and other current assets?.

That is correct.

Okay.

So in the Q, you mentioned that this company is looking like they're going to filing Chapter 11?.

Yes.

Pat, if you – on a business basis, I think, what Pat will take you through, as he mentioned in his remarks, well, this is a legacy – there's legacy issues of the old company, when the company pivoted from a consumer electronics company, our last resort, and has now moved into new technology, which we're involved as a senior creditor with three other lenders, one is also a customer of the company and in order to clean this up, we may take this through a pre-pack Chapter 11 and bring it back out again..

Okay..

So right now what we're looking at, well right now what we looking at, we're having ongoing negotiations with the secured lenders of 360 with respect to potential filing by 360 of a voluntary petition.

And we have spoken with a number of their customers who are desirous of continuing with the product or introducing the product that they have worked on with 360 that has been recently approved.

So the secured lenders, along with the customers, some of the customers may make an additional investment, or make an investment in 360, but we're studying all the options that are available to us and if the negotiations are fruitful, we would provide the debt financing to take them through reorganization and come out on the other side with a clean company with proper financing and with business that should bring them to profitability.

That is the game plan..

Okay.

And how much would you potentially own of the company?.

Coming out of the bankruptcy would be close to 80%, if that was the case. But obviously, if we have other interested parties that would be investing, then we would make arrangements for them to come in as an investor..

Which would be taking our shares Pat?.

Yes, we'll be selling our shares back to them. But the intent would be, if we can negotiate all the different issues that need to be done, would be to have control over the company, so we can manage it, and develop the product for other -- for the -- who in many cases would be investors as well..

Okay.

And currently, we have no equity in this, right?.

That is correct..

No equity. We're lender only..

Lender only.

So, is there any chance that you just get your $15 million back and move on down the road or no?.

Well, obviously, if the secured lenders credit bid for the company and they get topped, then there'll be a question as to whether or not we raise that. And if we -- if we're not successful in getting the company, then there is a very good chance that all these senior secured lenders get paid out..

Okay.

But your first choice would be to take control of the company?.

Yes. We think -- we think the technology that they worked on, the customers that they are working with are large customers and we think that the technology is something that, if they had a little bit more runway, they would be able to bring those products to market and grow their business..

Okay. All right, that's all I have. Thank you..

You’re welcome..

Thank you. And our next question comes from the line of David Williamson, Private Investor. Your line is now open..

Yes. Thank you. Adjusted EBITDA, $17.5 million was the adjusted EBITDA for nine months.

If one does the exercise to determine the nine-month adjusted EBITDA without losses at EyeLock, then what was the nine-month adjusted EBITDA?.

All right. Mike you'll take that..

Yes. That's okay. If you take a look at it, the adjusted EBITDA without EyeLock would be probably $17 million-plus, I think we had -- we are showing $12 million, if I remember rightly is the loss. So, it would be $29 million to $25 million, $29 million..

Okay.

It would be $29 million of adjusted EBITDA for nine months?.

That's correct..

Okay..

We tend to look at -- then you have to -- what you have to subtract out is the portion that belongs to the other shareholders, which is the other 36% -- the other 46%. So, it would be a little bit north -- south to that number. If you give me a second, I could give it to you. All right..

Sure..

We have -- as you know, we own 54% of the investment. And here we go I'm sorry, taking me a little bit to get there. Okay, $12.7 million is the loss here for the nine months, its $17.2 million, $12.7 million, take 40% of the $12.7 million, say that's $5 million would be sitting at about $24 million, $24 million approximately..

Okay Yes.

So, since the company owned over 50% of EyeLock, you're required to put 100% of the EyeLock losses on your financials, but then we later have to add back the 46% that you do not own, that's what you just did?.

That's correct. When you see the financials up to the pretax line, that's inclusive of the total consolidation and then after that you see that of the -- on the statement, if you look at that, where it says the owe to the others, it's in the -- right after the after-tax line on the financials..

Okay.

If one does the same exercise without the Consumer Accessories division, what does the nine-month adjusted EBITDA come out to?.

I'm sorry?.

If we did the same exercise without the entire CA division, what was the nine month adjusted EBITDA?.

Okay..

At this point I would -- we don't really break it out like that..

Okay. Let me have one other question then..

Yes..

Sure..

For EyeLock, are the top companies in Iris Recognition in the same pre-revenue stage as EyeLock?.

I would say yes, for the most part, yes. Revenue in a number of the companies are -- it's small at this particular point.

But the run rate and basically what we see there because of the level of security of Iris being so much higher than all the other biometrics, we see companies and for certain applications moving towards that higher level of securities..

Okay.

It's not that the competitors are already profitable and EyeLock is not?.

You're correct..

Okay. Thank you. I have one other question, but I will get back in the queue right now..

Could you ask a question again about the – were you asking about the Consumer Accessories?.

Yes.

The adjusted EBITDA, if we -- if there is no Consumer Accessories division, was wondering what that was for nine months?.

Well just if you remember any Consumer Accessories group is EyeLock. And also included in the Consumer Accessories group for this nine months to date is the $9.3 million impairment charge.

On page 3 of the 10-Q, it gives you a rough outline of what basically the loss for the nine months was 28.7 and the attributable interest and depreciation of that group was approximately $9 million.

So inclusive in there you've got $28 million minus $9 million is $19 million minus $9 million for the impairment, so you'd figure it's about a $10 million difference roughly on the adjustment inclusive of EyeLock..

I see. Okay. I will get back in the queue, but I did have one other question, but I will wait until others have the chance to ask question..

Okay..

Thank you. And our next question comes from the line of Matthew Chang, Private Investor. Your line is now open..

Hi. Yes. I'd like to follow-up on the impairment regarding the -- in the Consumer Accessories group of $9.65 million.

I guess that was against the intangible assets, the finite life intangible assets?.

Yes, that was in the second quarter..

Right.

I think this -- was this the first time that was seen or was it also already disclosed in the last 10-Q?.

It was already disclosed and discussed..

Okay, okay. So it's not something new, okay, understood. Well could you -- is there any -- do you have -- could you give any more color on that then? Is the -- I guess this has to do with the rationalization of the SKUs is -- I mean….

Yes. As part of the restructure of the entire accessory group, where we are eliminating certain categories that are legacy categories, bringing down sales in certain areas, moving profitability up, bringing down overhead. So as we bring down some sales, some of the intangibles are going to have to be adjusted for that and that's primarily the case..

Okay. Understood. Thank you..

You’re welcome..

Thank you. [Operator Instructions] And we have one more follow-up question from the line of David Williamson, private investor. Your line is now open..

Yeah. Thank you. EyeLock, again.

What kind of royalty per device for EyeLock if it's on a phone or if it's on a door lock or if it's on a cabinet lock in the hospital for example or for banking app, how does that work for royalties for EyeLock?.

The royalties for each customer for each program will be different. Royalties is primarily going to be based on volume. Obviously, if you are in a device that has millions and millions of sales than the royalty rate we charge is going to be considered the overall volume. So it set for individual program that we work with..

Okay.

It doesn't come out to $0.50 per device or something like that?.

It could if you were talking millions and millions of devices being sold. But it depends on each one of the different programs we are working on based on their volume, and of course, based on the competitive nature of competing biometrics in that particular product..

Okay.

And remind me please on your fiscal fourth quarter the seasonality, typically is it the -- which one of -- is it you’re seasonally peak I mean, not the peak that was just occurring, but which one is the seasonally the trough, which quarter is that typically?.

I would look at probably the first quarter of a New Year is typically the quieter months. We have some programs that are kicking off in the fourth quarter that we had announced previously.

So, again, depending on the restructuring charges, as we go through the plan, the severance charges that will be in there will effect the quarter and that's why we're advising everyone that with the restructuring plan, we may see some of that, but I would say the first quarter is probably our lowest..

Okay. Management has done a great job growing ASA..

Yes..

That seems to have -- I have seen the improvement there over the years and also management has done a great job in the last call it, nine months to a year stabilizing the premium audio and the Auto division..

Yes..

The last question I had was on the Auto division.

How many models or OEM models is the EVO -- how many models is it going to be on basically once it gets in full production?.

Yes. We are already on a number of different models within GM, Ford, Mazda lineup and also Nissan. At this particular point, I'd have to tell you which ones, but it's numerous, well over 20 different vehicles where we have our Rear Seat Entertainment as an option.

Then we've got a few more launches scheduled for fiscal 2020 and that should help continue to grow the business and the one big one being the Lincoln Aviator that we should launch in the second quarter. .

Okay.

What I was indirectly asking was for the topline growth of the entire company, is EVO the main topline grower? Or is it a different division or a different product?.

Well, within our Automotive space, we have a number of new products that we are looking at. Right now, EVO is the main growth driver within the space. And I just checked, we have about 40 different vehicles where we have EVO placed already.

So depending on some of the new products, I mentioned on my call that our new eFob is a finalist for one of the PACE Awards which is a very, very prestigious award within the trade circles. And that's a product that we plan to introduce some time in 2020 fiscal.

And this is a device that allows your phone to replace your key, so you do not have to carry a key with you. As you get close to the car, close enough for the sensor to detect, it will allow you to enter the car. It will know when you're in the car and we also use our Iris Biometric for authentication purposes that allow you then to start the car.

So a new product that we've shown here at the show and obviously I think this is an area of growth that we see for the company in the years ahead. .

Super. Thank you. Those were my questions..

You are welcome..

Ladies and gentlemen, this concludes today's Q&A session. I would now like to turn the call back over to management for any closing remarks..

Well, I want to thank everyone for taking the time to -- and interest in VOXX. We're all heading back over to the show right now. We’ve got two days left of the show and we’re looking forward to the customer response, we're looking forward to the delivery of some of our new products as early as the spring to help drive sales and shareholder value.

Thank you again and have a great day..

Ladies and gentlemen, thank you for participating in today's conference. This does conclude today's program and you may all disconnect. Everyone, have a wonderful day..