<PAGE>

================================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                               -----------------

                                   FORM 10-K

[X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
   OF 1934 FOR THE FISCAL YEAR ENDED MARCH 31, 2002,

                                      OR

[_]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
   ACT OF 1934 FOR THE

   TRANSITION PERIOD FROM __________ TO __________.
                        Commission file number 0-26924

                               -----------------

                                AMX Corporation
            (Exact name of registrant as specified in its charter)

                       Texas                   75-1815822
                  (State or other           (I.R.S. Employer
                  jurisdiction of          Identification no.)
                 incorporation or
                   organization)

               3000 Research Drive,               75082
                 Richardson, Texas
               (Address of principal           (Zip Code)
                executive offices)

<TABLE>
<S>                                                         <C>
Registrant's telephone number, including area code:         (469) 624-8000

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.01 par value
                                                            (Title of Class)
</TABLE>

   Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X]  No [_]

   Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [_]

   The aggregate market value of the voting stock (which consists solely of
shares of Common Stock) held by non-affiliates of the registrant as of May 31,
2002, computed by reference to the closing sales price of the registrant's
Common Stock on the Nasdaq National Market on such date, was approximately
$25,520,000.

   The number of shares of the registrant's Common Stock outstanding as of May
31, 2002 was 11,087,049.

                      DOCUMENTS INCORPORATED BY REFERENCE

   Portions of the registrant's Proxy Statement for the 2002 Annual Meeting of
Shareholders are incorporated by reference into Part III hereof.

================================================================================

<PAGE>

                                    PART I

ITEM 1.  BUSINESS.

Overview

   AMX Corporation ("AMX", or the "Company"), which was incorporated in Texas
in March 1982, is a leading developer and marketer of systems that control, as
an integrated network, a variety of otherwise incompatible electronic devices.
AMX simplifies the automation and integration of audio/video, environmental and
communications technologies through a variety of intuitive user interfaces. The
Company's systems are used in many different vertical markets such as
Broadcasting, Education, Entertainment, Government, Healthcare, Home Theater,
Hotels, Houses of Worship, Private Transportation, Network Operations Centers,
Presentation Facilities, Retail, and Whole Home Automation. The Company's
systems are able to accommodate evolving technologies, and currently provide
centralized control for over 12,000 different electronic devices including but
not limited to video components, audio components, teleconferencing devices,
lighting equipment, educational media, environmental control systems, and
security systems. The Company's control systems are compatible with the
Internet, which allows the end users to communicate with their control systems,
as well as send and receive commands, content or information from a remote
location.

   Applications in the commercial market for the Company's integrated control
systems include: use for presentations in corporate board rooms, business
training centers, and distance learning classrooms; controls for hotels,
meeting and convention facilities; security camera control, video distribution,
and public address systems for stadiums and theme parks; multimedia and
teleconferencing support for government and educational facilities; and
decision support centers for industrial applications. In the residential
market, the Company's products enable individuals to create an integrated home
automation system that can control audio, video and home theater systems,
lighting, motorized drapes, heating and air conditioning units, closed circuit
cameras, security systems, and other home electronic equipment.

   The Company's system sales are made through dealers and distributors who are
supported by Company sales and support offices in various geographic areas. In
addition, the Company utilizes independent manufacturers' representatives in
areas not served by Company offices. The Company principally relies on
approximately 1,000 specialized third-party dealers of electronic and
audio-visual equipment to sell, install, support, and service its products in
the United States. In addition to maintaining offices in the United Kingdom,
Canada, Mexico, China and Singapore, the Company relies on an international
network of 18 exclusive distributors and over 200 dealers to serve its
worldwide markets. Dealers and distributors can use the AMX design software to
tailor the Company's control system for the unique requirements of each
installation. The Company also sells various customized products, primarily
user interface devices, to OEMs and other large customers.

   The Company believes that the market for its products continues to grow and
diversify due to the increasing functionality, greater affordability, and
widespread use of a diverse array of electronic devices, particularly
sophisticated audio, video, and presentation equipment. Many of these devices
have separate control systems that are incompatible due to the absence of any
one widely accepted control standard. This creates a need for an integrated
control system such as those offered by the Company.

   The Company's strategy is to take advantage of the growth in the market for
its products by bringing the power and flexibility of integrated control
technology to a wide variety of settings. Elements of the Company's strategy
include:

  .  Development of new software to simplify system programming;

  .  Emphasis on customer support and service;

  .  International distribution expansion;

                                      2

<PAGE>

  .  Flexible systems to accommodate emerging technologies;

  .  Commitment to dealer training; and

  .  Development of alliances with key electronic industry companies.

Market and Industry Overview

   One of the first widespread uses of wireless remote control technology was
the garage door opener. From this particular application, a number of companies
developed technologies for the wireless operation of slide projectors. In the
last two decades, there has been tremendous growth in the number of electronic
and other programmable devices used in commercial and residential applications,
particularly in telecommunications and audio-visual equipment. This growth has
been fueled by increased affordability and performance of the equipment. The
number and variety of such systems, and the lack of a standardized operating
control, has created a demand for integrated control systems in the commercial
and residential markets. The Company's integrated control systems are used in
many different vertical markets such as Broadcasting, Education, Entertainment,
Government, Healthcare, Home Theater, Hotels, Houses of Worship, Private
Transportation, Network Operations Centers, Presentation Facilities, Retail,
and Whole Home Automation. In the commercial market, the use of networked
control systems in meeting, conference, and training applications is growing
rapidly. There are millions of conference rooms, distance learning classrooms
and similar facilities worldwide, and such facilities are increasingly designed
to support networking technologies with an emphasis on consistent design,
functionality and serviceability. The market for integrated control systems in
the residential sector is also expected to grow rapidly. Increasingly, new
homes are constructed with the infrastructure required to support fully
integrated living in the home environment, taking the concept of the connected
home beyond the traditional personal computer application.

   In addition to active marketing and educational efforts by manufacturers,
the industry is supported by several trade associations, most notably ICIA
(International Communications Industries Association), CEDIA (Custom Electronic
Design and Installation Association), NAB (National Association of
Broadcasters), NSCA (National Systems Contractor Association), CEA (Consumer
Electronics Association), CABA (Continental Automated Building Association),
and AIA (American Institute of Architects). The key associations hold trade
shows, provide training programs, and actively develop their respective markets
within the industry.

   The Company's products are currently used most commonly in the following
markets and applications:

  Commercial

   Corporate. In the corporate setting, the Company's systems are used in board
rooms, conference and meeting rooms, convention centers, auditoriums, training
centers, and teleconferencing facilities. Typical applications include
integrated control of a wide variety of audio and visual presentation
equipment, such as video projectors, VCRs, DVD players, computers, sound
systems, lighting and temperature controls, and window coverings. An increasing
portion of the board, conference, meeting, and training rooms constructed or
remodeled are being designed to include integrated control systems. The Company
believes that it is one of the largest providers of integrated control systems
to this market and that this market represents a significant opportunity for
its products. AMX control systems are used in the facilities of many of the
Fortune 100 companies, including AT&T, Coca Cola, EDS, Exxon Mobil, Intel, J.P.
Morgan Chase, Lucent Technologies, Microsoft, Motorola and Proctor & Gamble.

   Sports. The Company's systems are currently being used in stadiums and other
sports facilities across the United States, including Pepsi Center, BankOne
Ballpark, Camden Yards, The Ballpark in Arlington, the Georgia Dome, Washington
Wizards Stadium, Cleveland Browns Stadium, the United Center in Chicago, and
MCI Center. Applications typically include controlling audio and video systems,
switchers and routers, and surveillance cameras.

                                      3

<PAGE>

   Entertainment. The Company's systems are used in various museums and
amusement parks across the United States, including Disney World, EPCOT Center,
Sea World, Virginia Air and Space Museum, JFK Museum, Universal Studios, Busch
Gardens, and the Rock and Roll Hall of Fame. Applications typically include
controlling audio and visual systems as well as a variety of other equipment
used for exhibits and special effects.

   Industrial. The Company's systems are currently being used in decision
support centers in industrial settings such as the Network Emergency Response
Assistance Center of Bell South Services, Inc., the Decision Command Center of
Burlington Northern Railroad, and the Network Operations Center of EDS. Typical
applications include control of large screen video displays and video routing
equipment.

   Government. The Company's systems are being used by federal, state, and
local government entities such as the State of Maryland Intelligent Highway
Vehicle Control System, the California Senate, the Louisiana House of
Representatives, the Library of Congress in Washington, D.C., and war rooms at
the U.S. Army War College. Typical applications include audio visual equipment
control, video routing and distribution, video teleconferencing, and voting and
request-to-speak systems.

   Education. In this market, the Company provides audio-visual and multimedia
controls for lecture halls, auditoriums and classrooms. The Company's systems
can be found around the world in such schools as the Harvard School of Public
Health, the Singapore American School, the University of Notre Dame, the
University of Texas at Dallas, the Dallas Independent School District, the
Edina School District of Minnesota located in the Minneapolis metropolitan
area, and New York City Public Schools.

  Residential

   The residential market remains a very fragmented marketplace with numerous
providers and a wide range of products and services. AMX control systems can be
found in Home Theater, Whole Home Automation, and Private Transportation
applications. The Company's products enable individuals to create an integrated
home automation system which can control such items as home theater systems,
lighting, motorized drapes, heating and air conditioning units, closed circuit
cameras, security systems, and various other home electronic equipment. The
Company has developed standardized control products designed to increase its
penetration of the residential market. The Company believes that the
opportunities in the residential market will continue to expand as fully
integrated automation systems become more widely accepted as an essential
component of the connected home.

Business Strategy

   The Company's strategy is to take advantage of the growth in the markets for
its main products by bringing the power and flexibility of integrated control
technology to a wide variety of settings. Elements of the Company's strategy
include:

   Development of new software to simplify system programming. The Company
   believes that enhanced software investment can increase system sales by
   simplifying programming requirements for its dealers. For example, the
   Company is constantly developing and improving software tools that enable
   dealers to more easily program the Company's systems by employing graphical
   user interfaces. The Company believes that these enhancements can provide
   its dealers with simplified customization techniques that will reduce
   programming time and thus enhance sales of the Company's products.

   Emphasis on customer support and service. The Company believes that the
   support, service and training it provides to its customers are key
   competitive advantages. The Company provides technical support, on-site
   repair and support as needed, and on-line software support to its dealers
   and end users. The Company's customer support and service originates from
   its headquarters in Richardson, Texas. However, in order to provide quality
   and timely customer support, the Company has also established offices in
   Philadelphia, Costa Mesa, Tampa, Denver, Toronto, York (U.K.), Mexico City,
   Shanghai, Brussels and Singapore.

                                      4

<PAGE>

   International distribution expansion. The Company believes that the
   international market presents a significant opportunity for the Company, and
   continues to expand its distribution presence overseas to take advantage of
   this opportunity. The Company currently markets its products outside the
   United States through a network of 18 international distributors with
   exclusive rights to sell AMX products. In addition, the Company maintains
   offices in the United Kingdom, Singapore, Canada, Mexico, Belgium, and China.

   Flexible systems to accommodate emerging technologies. The Company believes
   that an important competitive advantage is the flexible, modular design of
   its systems, which are expandable and which can accommodate a wide variety
   of control formats. This design maximizes the ability of the Company's
   products to accommodate new technologies in electronic devices as they are
   developed. NetLinx, the Company's latest product platform, represents a
   significant enhancement increasing both speed and functionality. NetLinx is
   compatible with the Company's existing Axcess and Landmark systems and
   expands their functionality by allowing them to utilize Internet Control
   System Protocol. The Company believes that a single platform system such as
   NetLinx that can accommodate the constant changes in system design and
   technology is essential relative to the demands of the industry.

   Commitment to dealer training. The Company has its primary training facility
   at its headquarters in Richardson, Texas, where dealers and distributors are
   provided training to program, install, and service the Company's systems.
   The Company also provides training at its other regional and international
   locations to accommodate clusters of its dealers, thereby reducing the
   dealer's cost of travel. The Company believes that its commitment to dealer
   training has resulted in a growing, increasingly well-trained group of
   dealers who are serving a range of discrete vertical markets. The Company
   recently introduced its AMX Certified Expert program, or "ACE" program. The
   ACE program allows individuals to attain AMX certifications in system
   design, installation, and programming. Once all three certifications have
   been achieved, the individual becomes a Certified Expert or an "ACE". In
   addition, the Company reviews the capabilities and performance of all its
   dealers on a semi-annual basis. Dealer training is a critical process
   because the Company's dealers have the relationship with the end user, and a
   well-trained and monitored dealer network will provide a quality
   installation that will result in a greater level of customer satisfaction.
   The success of the dealer network has allowed the Company to minimize the
   need to service end users.

   Development of alliances with key electronic industry companies. In an
   effort to develop and maintain proactive, strategic business relationships
   with key manufacturers of electronic equipment, AMX has developed the
   Inconcert Program. This continuously growing alliance of companies provides
   a consistent, proven programming standard for seamless, fully integrated,
   one-touch control automation. This alliance allows AMX and other
   manufacturers to work in harmony together. The Company's systems simplify
   the automation and integration of audio/video, environmental and
   communications technologies through intuitive user interfaces, and are
   engineered to communicate with any electronic equipment. The Inconcert
   Program is a platform for other manufacturers to provide the protocols for
   their latest equipment, to ensure seamless interoperability of their
   products within the AMX control system. Inconcert gives designers,
   programmers, installers and end users the reassurance that AMX control will
   work with the latest product offerings from other manufacturers. From the
   initial specification through completion, AMX technology and Inconcert
   Alliance equipment communicate together to bring convenience, productivity
   and security to any commercial or residential environment.

Product Components

   The Company's current systems and products are offered in a variety of
configurations designed to meet the changing needs of individual end users. A
typical AMX integrated system consists of a touch panel or other type of user
interface such as a keypad, a central controller, communication and integration
software, and a series of controlled devices, such as audio visual systems,
computers, lights, HVAC, security systems, and window treatments. Prices for a
complete system vary substantially depending upon the configuration of the
system. The components of a typical AMX system are further described as follows:

   User Interfaces are the user's "window" to the system. AMX user interfaces
come in a variety of shapes and sizes to match any system requirement,
including small hand-held wireless remotes, wall mounted keypads, and color
touch panels that can interactively guide the user through an application.

                                      5

<PAGE>

   Central Controllers are components that perform the direct "handshake" to
the various components of a user's system, such as audio-visual systems,
computers, lights, security systems, and window treatments. The controllers tie
together a variety of often dissimilar parts into a unified control network.

   Communications and Integration Software runs inside the system, acting as
the central "brain" between the user and the system components, providing the
handshake logic and customized functionality for an installation.

   Controlled Devices represent a vast array of otherwise non-compatible
electronic and mechanical appliances that the user wishes to operate from a
centralized location. The Company's systems can be programmed to operate a vast
array of such devices, primarily in three basic segments: communications
devices, such as telephones, intercomm systems, and computers; environmental
devices, such as lights, thermostats, security systems, and window treatments;
and audio-visual devices, such as televisions, VCRs, DVDs, cameras and
satellite systems.

Customer Support and Service

   The Company believes that the support and service it provides to its
customers are key competitive advantages and, as part of its strategy, will
continue to focus on the development of such support and service. Examples of
the services the Company provides to domestic and international customers are:

  .  Tiered levels of support based on the size of the customer;

  .  Centralized and regional technical support;

  .  On-site technical support;

  .  Centralized and regional training;

  .  System design services;

  .  Custom programming services; and

  .  Warranty and non-warranty product repair.

   The Company's goal is to continue to reduce the costs associated with
customer support and service, improving the quality of such support and service
and making it easier for customers to do business with AMX.

Sales, Distribution, and Marketing

   The Company markets and sells its systems products worldwide through
distribution channels that include manufacturer's representatives in the U. S.,
dealers and distributors internationally, as well as OEM and custom product
arrangements. The Company relies on third parties to sell, install, support,
and service its integrated remote control systems, a strategy that it believes
is best suited for broad domestic and international market coverage.

  Domestic Markets

   The Company has established relationships with approximately 1,000 of the
leading audio-visual system integrators in the United States. The Company
believes that utilizing the sales force of dealers that are already selling
audio-visual systems integration services to potential purchasers of electronic
presentation equipment is the most effective way to reach a broad range of
customers. The Company believes that the inclusion of an AMX system in the
package of electronic equipment sold to end users enhances the profitability of
the dealer's systems sales. The Company's agreements with its dealers involve
non-exclusive arrangements that may be canceled by either party at will and
contain no minimum purchase requirements on the part of the dealers. Domestic
sales represented approximately $62.6 million, $65.7 million, and $57.3
million, or 71%, 70%, and 73% of the Company's total sales during the fiscal
years ended March 31, 2002, 2001, and 2000, respectively.

  International Markets

   Outside the United States, independent distributors with exclusive
distribution rights market the Company's custom products. The Company's
agreements with its distributors grant exclusive distribution rights as to a

                                      6

<PAGE>

specific geographic area. Sales outside of the United States, consisting of
products sold primarily in Europe, Canada, Mexico, Asia, and Australia,
represented approximately $25.0 million, $28.3 million, and $20.9 million, or
29%, 30%, and 27% of the Company's total sales during the fiscal years ended
March 31, 2002, 2001, and 2000, respectively. See Note 11 in the audited
financial statements for additional information.

Technology

   AMX product offerings use a unique combination of hardware and proprietary
software, while incorporating the Company's extensive experience of working
with over 12,000 control codes used in a wide range of electronic components.
The Company believes that its products deliver the most comprehensive
functionality in the marketplace while retaining exceptional ease-of-use.

   The Company's products include a wide variety of user interface devices
designed to facilitate simple and intuitive operation of controlled devices.
These user interface devices include tabletop touch panels, wireless touch
panels, and wall mounted keypads in a variety of different designs that utilize
bright screens, colorful icons and smart menus for effortless and versatile
navigation.

   The Company offers three categories of control hardware used to control a
wide range of electronic components: Axcess Systems used in the commercial and
residential marketplaces; Landmark Systems used in the residential marketplace;
and NetLinx Systems around which existing and future hardware will be unified.
The development of the NetLinx product architecture was completed in fiscal
2000. NetLinx represents a significant enhancement increasing both speed and
functionality. NetLinx is compatible with the Company's Axcess and Landmark
systems and expands their functionality by allowing them to utilize Internet
Control System Protocol, which is the protocol that unifies the three systems,
and is capable of running over any network topology including TCP/IP. The
Company believes that a single platform system such as NetLinx that can
accommodate changes in system design and technology is essential relative to
the demands of the industry.

   The Company provides design software, which can be used by dealers of the
Company's products to layout system architecture, provide control logic for the
system, and create application designs for user interfaces. The Company is
constantly developing and improving these software tools to enable dealers to
more easily program the Company's systems by employing graphical user
interfaces. The Company believes that these enhancements can provide its
dealers with simplified customization techniques that will reduce programming
time and thus enhance sales of the Company's products.

   In order to extend the life of the Company's installed hardware systems and
to increase the utility and desirability of current and future generations of
products, the Company developed Internet server products, including WebLinx.
WebLinx is a network server application and Hyper Text Transport Protocol
Common Gateway Interface application that provides remote hardware
administration and custom web browser programming interfaces to the Company's
new and previously installed hardware systems. WebLinx permits a user to
securely access the installed AMX system remotely through the Internet and
control the connected devices as if the user were operating such devices
locally.

Research and Development

   The timely development and introduction of new products and services is
essential to maintaining the Company's competitive position. Accordingly, the
Company is continually involved in the development, enhancement and expansion
of hardware and operating software capabilities. The Company intends to expand
its research and development efforts in its core product offerings in order to
significantly enhance existing product lines and develop new products. Current
areas of focus in the Company's research and development efforts include:

  .  Continued refinement the NetLinx architecture, and improvements to
     software design tools which will allow for simplified programming and thus
     enable additional users of the Company's more traditional platforms to
     migrate to the newer NetLinx platform;

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<PAGE>

  .  Development of next generation touch panel interface devices; and

  .  Development of strategic partnerships that leverage the benefits of
     existing technologies.

   Research and development expenses were approximately $6,854,000, $9,720,000,
and $7,544,000 in the fiscal years ended March 31, 2002, 2001 and 2000, which
represented 7.8%, 10.3%, and 9.6% of net sales in those periods, respectively.
The Company discontinued research and development related to the consumer
broadband strategy in March 2001. Excluding research and development
expenditures for the consumer broadband strategy, research and development
expenses for the years ended March 31, 2001 and 2000 were $8,413,000 and
$6,493,000, respectively.

Manufacturing

   The Company's primary manufacturing strategy is to contract with a small
number of ISO Certified manufacturers, located both domestically and in the
Pacific Rim, in order to take advantage of the manufacturing expertise and
efficiencies these vendors offer. This outsourcing extends from prototyping to
volume manufacturing, and includes activities such as material procurement,
final assembly, test, and quality control. The Company intends to procure over
90% of its products through this outsourcing strategy. This plan is more than
75% complete, and is expected to be fully completed by the end of calendar
2002. This manufacturing strategy will allow the Company to:

  .  provide consistent product quality;

  .  improve product availability and lead time;

  .  realize economies of scale in manufacturing;

  .  conserve the working capital required to fund inventory;

  .  adjust manufacturing volumes quickly to meet changes in demand;

  .  provide access to other product sources; and

  .  minimize capital expenditures.

   The principal components of AMX products are printed circuit boards,
electronic components (including microprocessors), displays and metal or
plastic housings. Substantially all of the Company's products are currently
purchased, or will soon be purchased, as finished products from turnkey
vendors. The Company generally does not have long-term agreements with its
suppliers.

Backlog

   The Company generally ships standard products promptly following receipt of
an order. The Company's backlog of orders for standard products has generally
been less than 45 days at any given time. While OEM and other large customers
typically place orders for products several months prior to the scheduled
shipment date, these orders are subject to rescheduling and cancellation. As a
result, the Company does not consider its backlog to be a meaningful indicator
of future sales.

Competition

   The Company's principal direct competitor in custom residential control
systems and custom commercial control systems is Crestron. Crestron is a
privately owned manufacturer of control systems for commercial and residential
applications. The residential market is currently extremely diverse in its
product functionality, and as a result there are a variety of manufacturers
that supply products to the residential market. The commercial market also has
several companies that compete in particular sectors of the Company's business,
but with the

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exception of Crestron, no other company competes in all of them. The Company
assumes that there are other companies with substantial financial, technical,
manufacturing, and marketing resources currently engaged in the development and
marketing of products similar to those produced by the Company and that such
companies may enter one or more of the Company's markets at any time.

Intellectual Property

   The Company currently relies on a combination of patent, copyright and
trademark laws, trade secrets, confidentiality provisions and other contractual
provisions to protect its intellectual property rights. Despite efforts to
protect these intellectual property rights, unauthorized parties may
misappropriate or infringe on the Company's patents, trade secrets, copyrights,
trademarks, service marks and similar intellectual property rights. The Company
currently has 16 pending United States patent applications and 4 pending
international patent applications. Even if the Company obtains such patents,
the fact that the patent rights are valuable, create a competitive barrier, or
will be free from infringement is not guaranteed. The Company faces additional
risk when conducting business in countries that have poorly developed or
inadequately enforced intellectual property laws. In any event, competitors may
independently develop similar or superior technologies or duplicate the
technologies the Company has developed, which could substantially limit the
value of its intellectual property.

Government Regulation

   The Company's domestic business operations are subject to certain federal,
state, and local laws and regulations relating to radio frequency
electromagnetic emissions generated by its products. Certain of its products
must comply with Federal Communications Commission regulations before the
products may be marketed in the United States. There can be no assurance that
the Company's products will comply with such regulations or that Federal
Communications Commission regulations will remain constant with respect to the
Company's current or future products. Failure to comply with Federal
Communications Commission regulations for products under development or a
change in existing regulations by the Federal Communications Commission that
would make products non-compliant could have a material adverse effect on the
Company's results of operations. Because the requirements imposed by such laws
and regulations are frequently changed, the Company is unable to predict its
ability to comply with, or the ultimate cost of compliance with, such
requirements.

   European Community regulations relating to electromagnetic emissions and
immunity testing became effective January 1, 1996. Failure to receive EC
approval on new products may limit or eliminate the Company's ability to sell
new products in EC member countries and would have an adverse effect on the
results of operations.

Employees

   As of March 31, 2002, the Company employed 408 people of which 54 are
located outside the United States in various international offices. None of the
Company's employees are represented by a labor union or subject to a collective
bargaining agreement. The Company believes that its employee relations are good.

                                      9

<PAGE>

ITEM 2.  PROPERTIES.

   The Company occupies buildings that contain approximately 171,000 square
feet of floor space. All of this space is leased under agreements that expire
at various dates. The Company's headquarters in Richardson, Texas are leased
through August 2010. The principal facilities are located as follows:

<TABLE>
<CAPTION>
                              Approximate
   Location                   Square Feet Description
   --------                   ----------- -----------
   <S>                        <C>         <C>
   Richardson, Texas            130,000   Offices, engineering, research and
                                          development, and production
   Costa Mesa, California         4,000   Offices
   Philadelphia, Pennsylvania    13,000   Offices
   Tampa, Florida                 2,000   Offices
   Denver, Colorado               1,000   Offices
   York, England                  9,000   Offices, engineering, and warehouse
   Mexico City, Mexico            2,000   Offices
   Belgium                        2,000   Offices
   Singapore                      8,000   Offices and warehouse
</TABLE>

   All facilities are suitable for the Company's business. Each facility is
fully utilized, with the exception of the headquarters location in Richardson,
which contains approximately 14,000 square feet of additional floorspace which
is available for future expansion. All furniture and equipment owned and leased
by the Company is well maintained and suitable for its operations.

   The Company considers its current facilities adequate and believes that
suitable additional space will be available, as needed, to accommodate further
physical expansion of its corporate operations.

ITEM 3.  LEGAL PROCEEDINGS.

Litigation

   The Company is party to ordinary litigation incidental to its business, none
of which is expected to have a material adverse effect on the results of
operations, financial position or liquidity of the Company.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

   None.

                                      10

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                                    PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
          MATTERS.

Stock Prices

   In November 1995, the Company's common stock, par value $0.01 per share (the
"Common Stock"), was admitted for trading on the Nasdaq National Market under
the symbol "AMXX." In September 1999, the symbol was changed to "PNJA" in
connection with the Company's name change from AMX Corporation to Panja Inc.
Effective June 11, 2001, the Company once again began doing business as AMX
Corporation. Following approval by the Company's shareholders at its annual
meeting on August 22, 2001, the Company officially changed its corporate name
back to AMX Corporation, and its Nasdaq ticker symbol changed from "PNJA" to
"AMXC".

   The following table sets forth, for the periods indicated, the high and low
closing sale prices for the Common Stock for the fiscal years ended March 31,
2001 and 2002.

<TABLE>
<CAPTION>
                          Fiscal 2001     High   Low
                          -----------    ------ ------
                          <S>            <C>    <C>
                          First Quarter. $22.13 $10.13
                          Second Quarter  13.44   7.44
                          Third Quarter.   9.63   3.06
                          Fourth Quarter   6.16   2.75

                          Fiscal 2002
                          -----------
                          First Quarter.  $4.88  $2.50
                          Second Quarter   4.00   2.70
                          Third Quarter.   3.07   1.96
                          Fourth Quarter   3.50   2.35
</TABLE>

   As of May 31, 2002, there were approximately 5,400 beneficial holders of the
Common Stock.

Dividend Policy

   The Company has never paid dividends on its Common Stock and does not
anticipate paying dividends on its Common Stock in the foreseeable future in
order to retain all available earnings generated by operations for the
development and growth of the business. In addition, under the terms of the
debt agreements, the Company may not pay dividends without the prior consent of
the lending bank. Any future determination as to the payment of dividends will
be at the discretion of the Board of Directors and will depend upon the
Company's operating results, financial condition, capital requirements, general
business conditions, and such other factors that the Board of Directors deems
relevant.

Recent Sales of Unregistered Securities

   None

                                      11

<PAGE>

ITEM 6.  SELECTED CONSOLIDATED FINANCIAL DATA.

                   (in thousands, except per share amounts)

<TABLE>
<CAPTION>
                                                                  Fiscal Years Ended March 31,
                                                           ------------------------------------------
                                                           2002 (2) 2001 (2)   2000    1999     1998
                                                           -------- -------- -------  ------- -------
<S>                                                        <C>      <C>      <C>      <C>     <C>
Income Statement Data:
Commercial system sales................................... $72,995  $72,520  $59,274  $54,387 $48,116
Residential system sales..................................  14,612   21,460   18,921   14,886  10,649
                                                           -------  -------  -------  ------- -------
Net sales.................................................  87,607   93,980   78,195   69,273  58,765
Cost of sales.............................................  46,262   49,280   37,277   32,562  26,401
                                                           -------  -------  -------  ------- -------
Gross profit..............................................  41,345   44,700   40,918   36,711  32,364
Selling and marketing expenses............................  27,792   33,035   30,061   21,823  18,929
Research and development..................................   6,854    9,720    7,544    5,368   4,724
General and administrative expenses.......................   8,515    8,731    6,637    5,206   5,092
Restructuring costs (1)...................................     298      675    2,961       --      --
Costs associated with acquisition of minority interest and
  merger of subsidiary....................................      --       --       --       --   1,694
                                                           -------  -------  -------  ------- -------
Operating income (loss)...................................  (2,114)  (7,461)  (6,285)   4,314   1,925
Interest expense..........................................     727    1,090      547      340     194
Other income (expense), net...............................     (96)    (168)      64       55     159
                                                           -------  -------  -------  ------- -------
Income (loss) before income taxes.........................  (2,937)  (8,719)  (6,768)   4,029   1,890
Income tax provision (benefit)............................   2,347     (494)  (2,643)   1,266   1,087
                                                           -------  -------  -------  ------- -------
Net income (loss)......................................... $(5,284) $(8,225) $(4,125) $ 2,763 $   803
                                                           =======  =======  =======  ======= -------
Preferred stock dividends, including accretion and
  redemption..............................................                                       (177)
                                                                                              -------
Net income (loss) applicable to common shareholders.......                                    $   626
                                                                                              =======
Earnings (loss) per common share--basic................... $ (0.48) $ (0.87) $ (0.47) $  0.33 $  0.08
                                                           =======  =======  =======  ======= =======
Earnings (loss) per common share--diluted................. $ (0.48) $ (0.87) $ (0.47) $  0.31 $  0.07
                                                           =======  =======  =======  ======= =======
Shares used for basic earnings (loss) per share...........  11,006    9,486    8,734    8,386   8,014
                                                           =======  =======  =======  ======= =======
Shares used for diluted earnings (loss) per share.........  11,006    9,486    8,734    8,988   8,445
                                                           =======  =======  =======  ======= =======
</TABLE>
<TABLE>
<CAPTION>

                                                                        At March 31,
                                                           ---------------------------------------
                                                            2002    2001    2000    1999    1998
                                                           ------- ------- ------- ------- -------
<S>                                                        <C>     <C>     <C>     <C>     <C>
Balance Sheet Data:
Working capital........................................... $ 8,154 $ 8,895 $14,981 $15,352 $10,420
Total assets..............................................  38,014  46,162  37,126  31,509  26,328
Long-term debt; including current portion, line of credit,
  and notes payable.......................................   9,634   8,568   3,994   5,593   2,449
Shareholders' equity......................................  15,789  20,398  22,958  18,535  14,864
</TABLE>
--------
(1)The charge for the fiscal year ended March 31, 2002 represents restructuring
   costs recorded for a company-wide severance action in November 2001, offset
   by reversals of restructuring actions taken for the fiscal year ended March
   31, 2000. The charge for the fiscal year ended March 31, 2001 represents
   restructuring costs recorded for the shutdown of the Consumer Broadband
   Division and severance actions taken in the fourth quarter, offset by
   reversals of restructuring actions taken for the fiscal year ended March 31,
   2000. The charge for the fiscal year ended March 31, 2000 represents
   restructuring costs recorded for the

                                      12

<PAGE>

   shutdown of operations in Salt Lake City and disposal of the Synergy
   division. See Note 9 in the audited financial statements for further
   information.
(2)See Management's Discussion and Analysis of Financial Condition and Results
   of Operations for a discussion of other one-time charges recorded in fiscal
   2002 and 2001.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS.

   The following commentary should be read in conjunction with the Consolidated
Financial Statements and Notes thereto included in the Company's 2002 Annual
Report to Shareholders.

   Certain information included herein contains forward-looking statements (as
defined in the Private Securities Litigation Reform Act of 1995) regarding
future events or the future financial performance of the Company, and is
subject to a number of risks and other factors which could cause the actual
results of the Company to differ materially from those contained in and
anticipated by the forward-looking statements. These risks, assumptions and
uncertainties include: the Company's strategic alliances; the ability to
develop distribution channels for new products; dependence on suppliers,
dealers and distributors; reliance on the functionality of systems or
equipment, whether the Company's systems and equipment or those of its
customers, dealers, distributors, or manufacturers; domestic and international
economic conditions; the financial condition of the Company's key customers and
suppliers; the complexity of new products; ongoing research and development;
reliance on third party manufacturers; the ability to realize operating
efficiencies; dependence on key personnel; the lack of an industry standard;
reliance on others for technology; the ability to protect intellectual
property; the quick product life cycle; the resources necessary to compete; the
possible effect of government regulations; possible liability for copyright
violations on the Internet with the use of the Company's products and other
risks referenced from time to time in the Company's filings with the Securities
and Exchange Commission. The forward-looking statements contained herein are
necessarily dependent upon assumptions, estimates and data that may be
incorrect or imprecise. Accordingly, any forward-looking statements included
herein do not purport to be predictions of future events or circumstances and
may not be realized. Forward-looking statements contained herein include, but
are not limited to, forecasts, projections and statements relating to
inflation, future acquisitions and anticipated capital expenditures. All
forecasts and projections in the report are based on management's current
expectations of the Company's near term results, based on current information
available pertaining to the Company, including the aforementioned risk factors.
Actual results could differ materially.

Critical Accounting Policies and Estimates

   AMX's discussion and analysis of its financial condition and results of
operations are based upon the Company's consolidated financial statements,
which have been prepared in accordance with accounting principles generally
accepted in the United States. The preparation of these financial statements
requires the Company to make estimates and assumptions that affect the reported
amounts of assets, liabilities, revenues and expenses. Management bases its
estimates and assumptions on historical experience and various other factors
that are believed to be reasonable under the circumstances. These estimates and
assumptions are evaluated on an ongoing basis. Actual results could differ from
these estimates under different assumptions or conditions.

   The Company believes the following critical accounting policies affect its
more significant judgments and estimates used in preparation of its
consolidated financial statements.

  Revenue Recognition

   Revenue is recognized upon shipment of the product and transfer of title to
the customer. A provision is made for estimated sales returns and allowances on
product sales in the same period as the related revenues are recorded. These
estimates are based on historical sales returns, analysis of credit memo data
and other known factors.

                                      13

<PAGE>

  Credit Risk

   The Company provides credit in the normal course of business to its dealers
and distributors. The Company generally does not require collateral or a
deposit when providing credit. The Company performs ongoing credit evaluations
of its customers and maintains estimated allowances for possible credit losses.

  Inventories

   Inventory reserves are recorded for damaged, obsolete, excess and
slow-moving inventory. Management uses estimates to record these reserves.
Slow-moving inventory is reviewed by category and may be partially or fully
reserved depending on the type of product, the length of time the product has
been included in inventory, or other relevant factors.

  Income Taxes

   The measurement of deferred income tax assets is adjusted by a valuation
allowance, if necessary, to recognize future tax benefits only to the extent,
based on available evidence, that it is more likely than not that such benefits
will be realized. An increase or decrease in the estimated valuation allowance
recorded against the Company's deferred tax asset would increase or decrease
net income in the period such determination was made.

  Restructuring

   The Company records restructuring charge liabilities in accordance with
Emerging Issues Task Force (EITF) Issue No. 94-3. In some circumstances, the
restructuring liabilities recorded require management to make certain
estimates. Although no significant changes in estimates are anticipated, actual
costs may differ from these estimates.

Company History, Restructuring and One-Time Charges

   AMX Corporation was formed in March 1982 and began designing, manufacturing
and marketing integrated control systems. The Company's control systems enabled
the user to automate and integrate a variety of electronic technologies. These
systems were marketed into the commercial market through third-party dealers
specializing in the Company's products. These same systems were also installed
in upscale residential homes. In the late 1980s, the Company began to
distribute its products to international markets. In 1993, in order to further
enhance the distribution of its products in Europe, the Company purchased a
company in the United Kingdom named AXCESS Technology Ltd. to serve the
European market. Subsequently in 1995, the Company established a distribution
subsidiary in Singapore to serve markets in Asia and the Pacific Rim.

   As the demand for home installations grew, the Company decided to develop a
complete home automation system that provided a more affordable option to the
end user than those sold in its commercial settings. As a result, in 1995 the
Company formed a subsidiary in Salt Lake City named PHAST (Practical Home
Automation Systems Technology) and began the development of a specialized home
automation system. This home automation system became known as Landmark and
began shipping in 1997.

   Ultimately, the Company broadened its product offerings to three principal
platforms: Axcess Systems, the Company's initial product offerings used in the
commercial and residential marketplaces; Landmark Systems, developed by PHAST
and used in the residential marketplace; and NetLinx Systems, developed by the
Company to enhance the networking and Internet capabilities of the Company's
products. The NetLinx system was developed to be a base system around which
existing and future hardware will be unified and will be the primary focus of
future development efforts.

   In mid-1999, the Company established the Consumer Broadband Division and
began investing in the development of Internet appliance products designed
specifically for residential use, and began developing a retail distribution
strategy for such products. In conjunction with the expanded product offerings
and the new retail distribution strategy, the Company changed its name to Panja
Inc.

                                      14

<PAGE>

   During the third quarter of fiscal 2000, the Company announced plans to
relocate its operations in Salt Lake City to its corporate headquarters in
Dallas in order to reduce costs and centralize its operations. The move was
completed during the third quarter of fiscal 2001 and impacted approximately 94
employees. During the third quarter of fiscal 2000, the Company also announced
its intention to dispose of its Synergy division that had served certain of the
Company's educational markets. Approximately 26 employees were terminated by
this action. The Company recorded approximately $3.3 million of restructuring
expense in the fiscal year ended March 31, 2000 as a result of this action, of
which $3.0 million was related to severance and other disposal costs and was
recorded in restructuring, and $0.3 million was recorded in cost of sales for a
write-down of Synergy inventory.

   Throughout fiscal 2000 and during the first half of fiscal 2001, the Company
invested significant resources on development and marketing efforts related to
the consumer broadband strategy. The Company introduced two Internet appliance
products during this timeframe: the Panja 1000 and the BMP-100. These efforts
consumed a significant amount of the Company's cash resources. During this same
period, the Company also spent considerable resources on two additional
projects: 1) the implementation of a new enterprise resource planning system,
and 2) the move into the new headquarter facilities in Richardson, Texas.
Certain aspects of the Internet revolution ultimately began to lose momentum
and the Company struggled to implement its new consumer broadband strategy. At
the same time, the Company began to see an erosion of the sales growth of its
core product offerings because marketing and development efforts in fiscal 2000
and 2001 had been diverted to focus on the broadband strategy.

   As a result of these developments, the Board of Directors and the Company's
then president, chief executive officer, and chairman decided on a
corporate-wide restructuring plan in the fourth quarter of fiscal 2001 which
included the decision to discontinue the Consumer Broadband Division and its
retail distribution strategy. In conjunction with the Company's return to its
core business strategy, and as a result of customer feedback, the Company
returned to doing business as AMX Corporation and formally changed its name at
the 2001 shareholder meeting.

   As a result of the restructuring and other business and economic trends in
the fourth quarter of fiscal 2001, the Company recorded one-time charges of
approximately $5.2 million. These one-time charges included restructuring
charges of $1.2 million which consisted of employee severance reserves of $0.9
million, and $0.3 million recorded to write-off miscellaneous assets and to
reserve non-cancellable commitments of the Consumer Broadband Division. The
severance charge was taken as a result of a reduction in the Company's
workforce. This reduction consisted of 44 employees from across the Company,
but primarily included personnel working in the Company's Consumer Broadband
Division and information systems department. The other one-time charges
included inventory reserves of $2.9 million, receivable reserves of $0.6
million, and reserves against other assets of $0.5 million. Of the inventory
reserves recorded, approximately $0.7 million related to the disposal of all
consumer broadband inventory. The remaining inventory reserves were recorded as
a result of: 1) faster than anticipated demand for new products which reduced
forecasted demand for older products; 2) a change in the Company's sourcing
strategy from make to buy, which reduced the Company's requirements for certain
raw material component parts; and 3) an overall increase in inventory levels
due to difficulties with materials requirement planning which in part prompted
the implementation of the JD Edwards ERP system. The receivable reserves of
$0.6 million related to the write-off of certain uncollectible accounts related
to the consumer broadband strategy and allowances for forecasted returns. The
charge against other assets primarily related to reserves taken against amounts
due from non-customers which were deemed uncollectible. As a result of these
charges, the Company also recorded a valuation allowance of approximately $2.5
million against its deferred tax assets.

   This restructuring also included the recruitment of new management in most
key functional areas. This new management team continued to improve the
Company's infrastructure and reposition the Company for the future based on
current market and business trends. As a result, the Company recorded
additional one-time charges of approximately $8.2 million during the second
quarter of fiscal 2002. These one-time charges included reserves

                                      15

<PAGE>

for inventory obsolescence of $2.5 million, a charge of $0.7 million taken to
write-off certain assets, additional receivable related reserves of $0.5
million, a write-off of miscellaneous intangibles of $0.3 million, and a
valuation allowance against deferred tax assets of $4.2 million. The inventory
charge was recorded due to several factors, including an adjustment to the
revenue forecast based on existing trends in the market and economy in
September 2001, continued adjustments to demand of older product lines
resulting from faster than anticipated demand for new product offerings,
continued adjustments to usage requirements for certain raw materials as the
Company's sourcing strategy progressed, and implementation issues with the
Company's ERP software which resulted in purchases of the wrong mix or
quantities of certain products during the second quarter of fiscal 2002. The
$0.7 million charge was taken to write off older product demonstration
equipment as a result of increasing demand for the Company's next generation
product offerings. The additional receivable reserves of $0.5 million were
recorded due to deteriorating general economic conditions and resulting
collectibility concerns. The $0.3 million charge to write-off intangibles was
primarily a factor of expensing certain patent related expenses as the related
patent applications were abandoned during the quarter, and the write-off of
goodwill related to the Company's residential product line, which had
experienced a decline in revenue over prior year levels. As a result of the
aforementioned charges and historical operating performance, the Company
recorded a tax provision of approximately $4.2 million during the quarter ended
September 30, 2001 in order to record a valuation allowance against its
remaining deferred tax assets. Although the Company anticipates future
sustained profitability, accounting principles generally accepted in the United
States require that historical operating performance weigh heavily in assessing
the realizability of deferred tax assets. Subsequently, the Company announced
further realignments to its corporate structure resulting in the elimination of
66 Dallas-based positions, and recorded a severance related restructuring
charge of $0.6 million during the quarter ended December 31, 2001.

   In the fourth quarter of fiscal 2002, Congress passed the Job Creation and
Worker Assistance Act of 2002, under which the period allowed for carrying back
net operating losses from certain tax years was extended from two to five
years. As a result, the Company recorded a tax benefit of $2.0 million during
the fourth quarter of fiscal 2002 due to the immediate realization of deferred
tax assets for which a valuation allowance had been recorded during the quarter
ended September 30, 2001.

   The Company's new management team has implemented strict cost control and
inventory management measures, and has initiated several short-term marketing
and sales initiatives. In fiscal 2003, the Company intends to significantly
expand research and development efforts in its core product groups. The Company
believes these expanded research and development efforts, combined with
continued cost controls and inventory management efforts, will enable the
Company to drive long-term value and sales growth and take advantage of the
vast potential of the integrated control industry.

                                      16

<PAGE>

Results of Operations

   The following table contains the Company's consolidated statements of
operations for each of the three years in the period ended March 31, 2002, both
as reported and pro-forma results excluding the aforementioned restructuring
and one-time charges (in thousands):

<TABLE>
<CAPTION>
                                        Excluding one-time
                                    and restructuring charges             As reported
                                    Fiscal Year Ended March 31 (a) Fiscal Year Ended March 31
                                    -----------------------------  -------------------------
                                    2002 (b)   2001 (c)  2000 (d)    2002     2001     2000
                                    --------   --------  --------  -------  -------  -------
<S>                                 <C>        <C>       <C>       <C>      <C>      <C>
Commercial sales................... $72,995    $72,520   $59,274   $72,995  $72,520  $59,274
Residential sales..................  14,612     22,104    18,921    14,612   21,460   18,921
                                    -------    -------   -------   -------  -------  -------
   Net sales.......................  87,607     94,624    78,195    87,607   93,980   78,195
Cost of sales......................  43,885     46,405    36,959    46,262   49,280   37,277
                                    -------    -------   -------   -------  -------  -------
Gross profit.......................  43,722     48,219    41,236    41,345   44,700   40,918
                                    -------    -------   -------   -------  -------  -------
Selling and marketing expenses.....  26,923     32,873    30,061    27,792   33,035   30,061
Research and development expenses..   6,854      9,720     7,544     6,854    9,720    7,544
Restructuring costs................      --         --        --       298      675    2,961
General and administrative expenses   7,923      8,431     6,637     8,515    8,731    6,637
                                    -------    -------   -------   -------  -------  -------
Total operating expenses...........  41,700     51,024    44,242    43,459   52,161   47,203
                                    -------    -------   -------   -------  -------  -------
Operating income (loss)............   2,022     (2,805)   (3,006)   (2,114)  (7,461)  (6,285)
Interest expense...................     727      1,090       547       727    1,090      547
Other income (expense), net........      38       (168)       64       (96)    (168)      64
                                    -------    -------   -------   -------  -------  -------
Income (loss) before income taxes..   1,333     (4,063)   (3,489)   (2,937)  (8,719)  (6,768)
Income tax expense (benefit).......     176       (494)   (2,643)    2,347     (494)  (2,643)
                                    -------    -------   -------   -------  -------  -------
Net income (loss).................. $ 1,157    $(3,569)  $  (846)  $(5,284) $(8,225) $(4,125)
                                    =======    =======   =======   =======  =======  =======
</TABLE>
--------
(a)Pro-forma results for fiscal years ended March 31, 2002, 2001 and 2000
   exclude restructuring charges and restructuring reversals.
(b)Pro-forma results for the fiscal year ended March 31, 2002 exclude $6.2
   million of one-time charges and benefits which include inventory reserves of
   $3.2 million; accounts receivable and other receivable reserves of $0.5
   million; the write-off of miscellaneous intangibles of $0.3 million; and a
   valuation allowance against deferred tax assets of $2.2 million which is net
   of a one-time tax benefit of $2.0 million recorded in March 2002. These
   one-time charges and benefits were recorded in the following financial
   statement line items: Cost of sales, $2.4 million; Selling and marketing
   expenses, $0.9 million; General and administrative expenses, $0.6 million;
   Other expense, $0.1 million; and Income tax expense, $2.2 million.
(c)Pro-forma results for the fiscal year ended March 31, 2001 exclude one-time
   charges of $4.0 million which included inventory related reserves of $2.9
   million; receivable related reserves of $0.6 million; reserves against other
   assets of $0.3 million; and charges for non-cancelable commitments of $0.1
   million. These charges were recorded in the following financial statement
   line items: Revenue, $0.6 million; Cost of sales, $2.9 million; Selling and
   marketing expenses, $0.2 million; and General and administrative expenses,
   $0.3 million.
(d)Pro-forma results for the fiscal year ended March 31, 2000 excludes $0.3
   million of one-time charges to write-down Synergy inventory. This charge was
   recorded in cost of sales.

                                      17

<PAGE>

THE FOLLOWING DISCUSSIONS OF FISCAL 2002 RESULTS COMPARED TO FISCAL 2001 AND
FISCAL 2001 RESULTS COMPARED TO FISCAL 2000 ARE PRESENTED ON A PRO-FORMA BASIS
EXCLUDING THE ONE TIME AND RESTRUCTURING CHARGES NOTED ABOVE.

Fiscal 2002 Results Compared to Fiscal 2001

   The Company recorded sales during the fiscal years ended March 31, 2002 and
2001 as follows:

<TABLE>
<CAPTION>
            Market            March 31, 2002 March 31, 2001 Change
            ------            -------------- -------------- ------
            <S>               <C>            <C>            <C>
            Commercial:
               Domestic......  $48,021,332    $44,246,328     8.5%
               International.   24,974,024     28,273,719   (11.7)%
                               -----------    -----------   -----
            Total Commercial.   72,995,356     72,520,047     0.7%
                               -----------    -----------   -----
            Residential......   14,611,855     22,103,634   (33.9)%
                               -----------    -----------   -----
            Total Sales......  $87,607,211    $94,623,681    (7.4)%
                               ===========    ===========   =====
</TABLE>

   Domestic commercial revenue growth reflects continued support for the
Company's Netlinx product offering in the commercial market, although this
growth rate has slowed somewhat from fiscal 2001. The Company believes the
decrease in the domestic commercial growth rate from the previous fiscal year
is due to the residual impact of the Company's focus in prior years on its now
discontinued consumer broadband strategy, and the general economic downturn.
Revenue of the Company's subsidiaries in the U.K. and Singapore declined 29%
and 21%, respectively, versus fiscal 2001. The decline in revenues in the U.K.
is primarily related to the fact that the Company's wholly-owned distributor in
the U.K. ceased distribution of all non-AMX product lines in fiscal 2002. In
addition, U.K. revenues for fiscal 2001 included shipments of approximately
$0.7 million for a large non-recurring project. The decline in revenues in
Singapore reflects severe economic challenges in Singapore and certain other
Asian markets. Revenue in all other international markets declined 1% compared
to fiscal 2001. The decline in residential sales is related to the Company's
focus on the consumer broadband market in fiscal 2000 and 2001. In addition,
the Company's relocation of its Salt Lake City operations to Dallas in
September 2000 further diluted its focus on the residential channel. The
Company's product development and sales and marketing strategies are now
focused on its core business, advanced control technology, for both the
residential and commercial markets.

   Gross profit for the year ended March 31, 2002 was 50% compared to 51% for
the year ended March 31, 2001. The deterioration of margins is primarily a
result of incremental costs incurred related to the Company's manufacturing
outsourcing program which was initiated in the first quarter of fiscal 2002.
Under this program, the Company plans to outsource over 90% of its products to
a small number of key vendors. As of March 31, 2002, the program is more than
75% complete. Completion of the program is expected by the end of calendar
2002. The Company expects both margins and product availability to improve as
the Company completes this sourcing strategy.

   Selling and marketing expenses were $26.9 million or 31% of net sales for
the year ended March 31, 2002 compared to $32.9 million or 35% of net sales in
fiscal 2001. This decrease is primarily related to savings achieved by the
elimination of the Company's consumer broadband division in March 2001 and cost
reduction initiatives implemented in the third quarter of fiscal 2002 which
included a workforce reduction.

   Research and development expenses were $6.9 million or 8% of net sales for
the fiscal year ended March 31, 2002 compared to $9.7 million or 10% of net
sales in fiscal 2001. The decline in research and development expense is
primarily related to savings generated from the elimination of consumer
broadband research and development activities in March 2001 and savings related
to the consolidation of the research and development activities from Salt Lake
City to Dallas. In fiscal 2003, the Company intends to expand its research

                                      18

<PAGE>

and development efforts in order to significantly enhance existing product
lines and develop new products in its core product lines. The Company expects
an increase in research and development spending as a percent of revenue in
fiscal 2003 as a result of the increased emphasis on research and development.

   General and administrative expenses were $7.9 million or 9% of net sales
compared to $8.4 million or 9% of net sales for fiscal 2001. The decline in
general and administrative expenses from fiscal 2001 is related to charges
incurred in fiscal 2001 as a result of a customer that filed bankruptcy,
savings created by the elimination of the Company's Salt Lake City facilities
which were closed in the third quarter of fiscal 2001, and overall cost control
initiatives implemented during the latter half of fiscal 2002.

   Interest expense decreased from $1.1 million in fiscal 2001 to $0.7 million
in fiscal 2002. This decline is primarily a result of lower average outstanding
balances on the line of credit during fiscal 2002. Additionally, interest rates
were somewhat lower in the current fiscal year. Excluding fiscal 2002 one-time
charges, the Company reported other income of $38,000 in fiscal 2002 versus
other expense of $168,000 in fiscal 2001. This change is primarily a factor of
a loss of $247,000 incurred on the sale of furniture from the Company's
previous facilities that was incurred in fiscal 2001.

   The Company's effective tax rate was approximately 13% for the year ended
March 31, 2002. The tax provision of $176,000 recorded in fiscal 2002
principally represents foreign taxes on its U.K. and Singapore subsidiaries.
The Company does not currently record a tax provision or benefit on its U.S.
operations because the Company has recorded a full valuation allowance on its
deferred tax assets. As a result, as the Company incurs domestic tax expense or
benefit, an offsetting decrease or increase is recorded to the valuation
allowance.

Fiscal 2001 Results Compared to Fiscal 2000

   The Company recorded sales during the fiscal years ended March 31, 2001 and
2000 as follows:

<TABLE>
<CAPTION>
             Market            March 31, 2001 March 31, 2000 Change
             ------            -------------- -------------- ------
             <S>               <C>            <C>            <C>
             Commercial:
                Domestic......  $44,246,328    $38,415,424    15.2%
                International.   28,273,719     20,858,306    35.6%
                                -----------    -----------    ----
             Total Commercial.   72,520,047     59,273,730    22.3%
                                -----------    -----------    ----
             Residential......   22,103,634     18,920,671    16.8%
                                -----------    -----------    ----
             Total Sales......  $94,623,681    $78,194,401    21.0%
                                ===========    ===========    ====
</TABLE>

   The growth in domestic commercial revenue in fiscal 2001 was primarily
attributable to the continued expansion of complex commercial systems and the
need for integrated control of these systems. The growth in the international
market reflects the Company's continued focus on international distributor and
dealer network development, and improved market acceptance of the Company's
products in international markets. Residential sales continued to benefit from
the expansion of the market for home automation.

   Gross profit for the year ended March 31, 2001 was 51% compared to 53% for
the year ended March 31, 2000. Gross margins in fiscal 2001 were impacted by
component shortages in the industry.

   Selling and marketing expenses were $32.9 million or 35% of net sales for
fiscal 2001 compared to $30.1 million or 38% of net sales in fiscal 2000. The
increase in selling and marketing expense is primarily related to increased
headcount and spending in various selling and marketing departments, including
increased spending of approximately $1.8 million related to the broadband
consumer product division.

   Research and development expenses were $9.7 million in fiscal 2001 compared
to $7.5 million in fiscal 2000, or approximately 10% of net sales for both
fiscal years. The increase in research and development is related to increased
spending and headcount in various research and development departments,
including additional spending in the broadband consumer product division.

                                      19

<PAGE>

   General and administrative expenses were $8.4 million or 9% of net sales
compared to $6.6 million or 8% of net sales for fiscal 2000. The increase in
general and administrative expenses in fiscal 2001 is related to charges
incurred as a result of a customer that filed bankruptcy, an increase in
headcount in the finance and information systems functions, and an increase in
legal and other professional fees.

   Interest expense increased from $0.5 million or 0.7% of total revenue in
fiscal 2000 to $1.1 million or 1.2% of total revenue in fiscal 2001. This
increase is primarily a result of higher average outstanding balances on the
Company's revolving line of credit throughout fiscal 2001.

   The Company's effective tax rate declined to 6% for fiscal 2001 from 39% for
fiscal 2000. This decline is a result of recording a valuation allowance of
approximately $2.5 million against net deferred tax assets during the fourth
quarter of fiscal 2001.

Liquidity and Capital Resources

   In the twelve months ended March 31, 2002, the Company generated $0.4
million of cash from operations, including net income of $1.2 million before
the aforementioned restructuring and one-time charges. Excluding the
restructuring and other one-time charges, other significant components of
operating cash flows included non-cash depreciation and amortization expense of
$4.4 million, offset by net receivables growth of $1.3 million and from a
decline in accounts payable of $4.1 million. In the twelve months ended March
31, 2001, the Company used $1.7 million of cash in operations, including a net
loss of $3.6 million before restructuring and one-time charges. Other
significant components of operating cash flows before restructuring and
one-time charges included non-cash depreciation and amortization of $4.5
million, uses of cash in operations from net inventory growth of $5.6 million
and net receivables growth of $3.7 million, offset by payables growth of $6.6
million. Days sales outstanding were 57 and 50 as of March 31, 2002 and 2001,
respectively, while inventory turns were 3.70 and 3.45 for the same periods.
The increase in days sales outstanding is due principally to the downturn in
overall economic conditions, as well as a slow-down in collection efforts as a
result of conversion and reporting issues related to the implementation of the
Company's ERP system in fiscal 2002. The increase in inventory turns is related
to better inventory management and the Company's move toward outsourced
manufacturing. Capital expenditures for the twelve months ended March 31, 2002
were $2.5 million as compared to $8.0 million in the twelve months ended March
31, 2001. This decline is primarily a result of high expenditures in fiscal
2001 related to the Company's ERP system and the Company's move into its
current headquarters in Richardson, Texas in September 2000. Capital
expenditures related to the Company's ERP implementation decreased
significantly following the "go-live" date in June 2001.

   The Company has a $12.5 million revolving line of credit from Bank One,
Texas, N.A. ("Bank One"). The line of credit provides for interest at varying
rates of the Company's choice based on the prime lending rate or the London
Inter-Bank Offered Rate. The line of credit is secured by receivables and
inventory. At March 31, 2002, $7.6 million was outstanding under the revolving
line of credit agreement and $4.3 million was available for future borrowings
under the facility's borrowing base limits. This revolving line of credit
expires on September 1, 2002, and is expected to be renewed at that time. The
Company also has an unsecured term note with Bank One. The term note provides
for quarterly payments of principal and interest through April 30, 2004, and
has an outstanding principal balance of approximately $2.0 million as of March
31, 2002.

   The line of credit contains various restrictive and financial covenants. As
of March 31, 2002, the Company was in violation of the quarterly financial
operating covenants in effect at that date solely as a result of the one-time
charges recorded during the quarter ended September 30, 2001. However, Bank One
waived such non-compliance with these covenants for the March 31, 2002
reporting period and eliminated all other financial covenants in favor of a
tangible net worth requirement of $13.4 million and monthly consolidated EBITDA
requirements for the remaining term of the agreement.

   The Company believes that cash flow from operations and the funding
available under existing and future credit facilities will be adequate to fund
working capital and capital expenditure requirements for at least the next 12
months.

                                      20

<PAGE>

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

   The Company had outstanding debt of $9.6 million and $8.6 million at March
31, 2002 and 2001, respectively. This debt represents 25.3% and 18.6% of total
assets at those respective dates. In Fiscal 2002, the average interest rate on
the Company's revolving debt was 6.3%. The Company's long-term debt currently
has an average maturity of 2 years and interest rates averaging 6.3% in fiscal
2002.

    Interest Rate Risk

   The Company does have an exposure to changing interest rates as the interest
rates on its debt instruments are variable. A hypothetical 10% increase or
decrease in market interest rates would have impacted the Company's interest
expense approximately $54,000 and $93,000 in fiscal 2002 and 2001,
respectively. However, changing interest rates do not materially impact the
fair value of the Company's debt instruments due to the variability of the
interest rates on these instruments.

   Additionally, the Company does not have significant exposure to changing
interest rates on invested cash, which was approximately $1.2 million and $1.6
million at March 31, 2002 and 2001 respectively. The Company invests its cash
mainly in short term investments with an initial maturity of three months or
less.

   To date, the Company has not entered into any derivative financial
instruments to manage interest rate risk and is currently not evaluating the
future use of any such financial instruments.

    Foreign Currency Exchange Rate Risk

   The Company transacts business in various foreign currencies through its
wholly owned subsidiaries in York, England and Singapore. Accordingly, the
Company is subject to exposure from adverse movements in foreign currency
exchange rates. The Company generally mitigates this risk by transacting
business in the functional currency of each of its subsidiaries, thus creating
a natural hedge by paying expenses incurred in the local currency. To date, the
Company has not entered into any derivative financial instruments to manage
foreign currency risk and is currently not evaluating the future use of any
such financial instruments. A hypothetical 10% plus or minus fluctuation in
non-U.S. exchange rates would have an earnings impact of approximately $145,000
and $175,000 for fiscal 2002 and 2001, respectively, based on fiscal year end
balances and rates.

ITEM 8.  FINANCIAL STATEMENTS.

   Information called for by this item is set forth in the Company's
Consolidated Financial Statements contained in this report. The Company's
Consolidated Financial Statements begin at page F-1 hereunder.

ITEM 9.  CHANGESIN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
                FINANCIAL DISCLOSURE.

   None.

                                   PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

Executive Officers

   The following persons are Executive Officers of AMX Corporation:

   Robert J. Carroll, 54, was appointed President and Chief Executive Officer
of the Company in November 2001. Prior to his appointment as President and
Chief Executive Officer, Mr. Carroll served as a consultant to the Company
commencing in March 2001 and has served as a director of the Company since
January 2001. Mr. Carroll served as Chairman and CEO of BEI Holding Corporation
from August 1998 to March 2001. BEI

                                      21

<PAGE>

subsidiary companies are global leaders in the design, manufacture, and sales
of broadcast automation systems, transmitters, and remote broadcasting
equipment. BEI is responsible for the acquisition, integration, divestiture,
and overall general management of the portfolio businesses. From April 1994
through October 2001, Mr. Carroll was a Principal in Roscommon Limited, a
technology investment and consulting practice providing specialized support in
turnarounds, acquisitions, and divestitures. Mr. Carroll has over twenty-five
years operational experience with technology companies engaged in software and
hardware manufacturing. Mr. Carroll graduated from American Institute, attended
graduate school at American University, and completed MBA graduate courses at
the University of Dallas Graduate School of Management.

   C. Chris Apple, 38, has served as Vice President, Corporate Development from
December 2001 to the present. From May 2001 to November 2001, Mr. Apple served
as Vice President and Chief Financial Officer of Ellipsus Systems where his
responsibilities included all financial and administrative functions for the
U.S. corporation and its Swedish subsidiary. From February 1999 to March 2001,
Mr. Apple served as Vice President and Chief Financial Officer for BEI Holding
Corporation where his responsibilities included acquisitions, integration,
divestments and overall general management of several portfolio businesses.
From February 1997 to February 1999, Mr. Apple served as Director of Corporate
Finance and Special Projects for Alcatel USA (formerly DSC Corporation). He
also held prior senior executive positions with AnswerSoft and Sevin Rosen
Funds and professional audit positions with Ernst & Young. Mr. Apple holds a
BBA degree from Oklahoma State University and is a Certified Public Accountant.

   Steve H. Byars, 48, has served as Vice President, Administration of the
Company from April 2001 to present. From April 1995 to April 2001, Mr. Byars
led the administrative functions for Hollywood Casino Corporation. Previously
Mr. Byars served Fidelity Investments from October 1989 to April 1995 as Vice
President of Administration. He has also prior senior level experience with a
variety of companies, including Trammell Crow Company, Amdahl Computer
Corporation, and Texas Instruments. Mr. Byars holds a MBA and a BA degree from
the University of North Texas.

   Carl D. Evans, 53, has served as Vice President, Operations of the Company
from July 2001 to the present. Prior to joining the Company, Mr. Evans served
as Vice President of Operations and Customer Service for Samsung
Telecommunications from 1998 to June 2001. From 1996 to 1998, Mr. Evans served
as Director of Distribution and Customer Service for Siemens
Telecommunications, Americas. Mr. Evans brings 25-plus years of high-tech
manufacturing and customer service experience to the Company. He has held
senior management positions at companies such as Network Access Corporation,
Intellicall and Nortel.

   Patrick W. Gallagher, 52, has served as Vice President, U.S. Sales of the
Company from January 2002 to the present. From 1997 until 2001, Mr. Gallagher
was employed by the Town of Addison, Texas. From 1994 until 1997, Mr. Gallagher
served as Vice President, Sales and Marketing for Prism Technologies/Axcess
Inc. Prior to this period, Mr. Gallagher served as Senior Vice President, Sales
and Marketing for Applied Engineering and Vice President, Sales and Marketing
for Computrac, Inc. Mr. Gallagher holds a BA degree from the University of New
Mexico and attended Texas Wesleyan School of Law.

   Jean M. Nelson, 42, has served as Vice President and Chief Financial Officer
of the Company from August 2001 to the present. From May 2000 to July 2001, Ms.
Nelson served as Vice President and Controller of Brinks Home Security. Prior
to May 2000, Ms. Nelson was Vice President and Treasurer at Sensormatic
Electronics Corporation and held senior finance positions at W.R. Grace & Co.
Ms. Nelson held professional audit positions at Arthur Andersen from 1984
through 1988. Ms. Nelson holds a BS degree from Fairfield University and is a
Certified Public Accountant.

   Peter C. Nohren, 41, has served as Vice President, Engineering for the
Company from January 2002 to the present. From July 2000 to July 2001, Mr.
Nohren was Chief Operating Officer of Paratek Microwave, and was responsible
for all product lines and distribution channels in the mobile and fixed
wireless markets. Prior to this time, Mr. Nohren spent 18 years at Ericsson in
various capacities, most recently as Vice President of Optical

                                      22

<PAGE>

Networks, Cross Connect and Wireless Broadband Access, where he implemented
global product strategies and directed product development efforts. Mr. Nohren
holds a Bachelor's of Electrical Engineering from Berzelius Sweden.

   Michael L. Olinger, 55, serves as Vice President, International Sales. Mr.
Olinger has served the Company as the Vice President of International Sales
from May 1994 to May 2001, and from December 2001 to the present. From June
2001 to December 2001, Mr. Olinger served the Company as Vice President, Sales.
Prior to joining the Company, Mr. Olinger served as Vice President,
International Sales of Telex Communications Inc., a professional audio products
company, from 1978 through 1994. Mr. Olinger holds a BA degree from the Central
University of Iowa.

   Rashid M. Skaf, 32, has served as Vice President, Marketing from December
2001 to the present. Prior to joining the Company, Mr. Skaf served as Vice
President Global Sales and Marketing for Broadband Gateways Inc. from January
2000 to July 2001. Mr. Skaf was Vice President and General Manager of Nortel
Networks Broadband Wireless Access from 1998 to 1999, overseeing business
development, sales and marketing in North America, global marketing, and
product and program management. From 1997 to 1998, Mr. Skaf served as Executive
Director of Business Development and Marketing for Broadband Networks, Inc.
Prior to this period, Mr. Skaf held technical and management positions within
Ericsson Inc. Mr. Skaf holds a MBA from the American Graduate School of
International Management, Thunderbird and a BS from the University of Tampa.

Directors

   The presentation of Directors of the Registrant appears in the Registrant's
Proxy Statement for the 2002 Annual Meeting of Shareholders ("Proxy
Statement"), which is incorporated by reference herein.

Section 16(a) Beneficial Ownership Reporting Compliance

   The presentation of Section 16(a) Beneficial Ownership Reporting Compliance
of the Registrant appears in the Proxy Statement, which is incorporated by
reference herein.

ITEM 11.  EXECUTIVE COMPENSATION.

   The presentation of Executive Compensation of the Registrant appears in the
Proxy Statement, which is incorporated by reference herein.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

   The presentation of the Security Ownership of Certain Beneficial Owners and
Management of the Registrant appears in the Proxy Statement, which is
incorporated by reference herein.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

   The presentation of Certain Relationships and Related Transactions of the
Registrant appears in the Proxy Statement, which is incorporated by reference
herein.

                                    PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

   (a)(1) Financial Statements.

        The financial statements filed as a part of this Annual Report on Form
        10-K are listed in the "Index to Consolidated Financial Statements" on
        page F-1 hereof.

     (2) Financial Statement Schedules.

        Schedule II--Valuation and Qualifying Accounts has been included on
        page F-20 of this annual report. All other schedules for which
        provision is made in the applicable accounting regulations of the
        Securities and Exchange Commission are not required under the related
        instructions or are inapplicable and therefore have been omitted.

                                      23

<PAGE>

     (3) Exhibits.

        The following exhibits are filed as a part of this Annual Report on
        Form 10-K.

<TABLE>
<C>    <S>
 2.1   Agreement and Plan of Merger dated March 31, 2000 between PHAST Corporation and the Registrant
       (Incorporated by reference from Exhibit 2.1 to the Registrant's Form 10-K for the fiscal year ending
       March 31, 2000, filed June 22, 2000, File no. 0-26924).

 3.1   Amended and Restated Articles of Incorporation of the Registrant (Incorporated by reference from
       Exhibit 3.1 to the Company's Form S-8 filed March 11, 1996, File no. 333-2202).

 3.2   Articles of Amendment to the Articles of Incorporation of the Company (incorporated by reference
       from Exhibit 99.1 to the Registrant's Current Report on Form 8-K, filed September 10, 1999, File
       No. 0-026924).

 3.3   Articles of Amendment to the Articles of Incorporation of the Company (incorporated by reference
       from Exhibit 3.1 to the Registrant's Form 10-Q for the period ended September 30, 2001, File
       No. 0-026924).

+3.4   Amended and Restated Bylaws of the Registrant.

 4.1   Specimen Certificate for Common Stock of Registrant (Incorporated by reference from Exhibit 4.1 to
       the Company's Form S-1 filed September 13, 1995, as amended, File no. 33-96886).

 4.2   Registration Rights Agreement dated as of March 30, 1995 by and among Registrant, the persons
       listed on Schedule 1.1 thereto, Scott D. Miller, Peter D. York, Joe Hardt and Billie I. Williamson
       (Incorporated by reference from Exhibit 4.2 to the Company's Form S-1 filed September 13, 1995, as
       amended, File no. 33-96886).

 4.3   First Amendment dated September 12, 1995 to Registration Rights Agreement dated as of March 30,
       1995 by and among Registrant, the persons listed on Schedule 1.1 thereto, Scott D. Miller, Peter D.
       York, Joe Hardt, and Billie I. Williamson (Incorporated by reference from Exhibit 4.3 to the
       Company's Form S-1 filed September 13, 1995, as amended, File no. 33-96886).

 4.4   Second Amendment dated February 22, 2001 to Registration Rights Agreement dated as of March 30,
       1995 by and among Registrant, J. Joseph Hardt, Scott D. Miller and Peter D. York. (Incorporated by
       reference from Exhibit 4.4 to the Registrant's Form 10-K for the fiscal year ended March 31, 2001,
       File no. 0-26924).

 4.5   Declaration of Registration Rights made October 14, 1997, by the Registrant for the benefit of certain
       shareholders and employees of PHAST Corporation pursuant to the Stock Purchase Agreement, as
       hereinafter defined (Incorporated by reference from Exhibit 4.2 to the Registrant's Form 10-Q, for the
       period ending December 31, 1997, File no. 0-26924).

 4.6   Registration Rights Agreement dated February 22, 2001 between the Registrant and Scott Miller
       (Incorporated by reference from Exhibit 4.6 to the Registrant's Form 10-K for the fiscal year ended
       March 31, 2001, File no. 0-26924).

 4.7   Common Stock Warrant No. 001 issued to Intel Corporation to purchase 238,057 shares of Common
       Stock (Incorporated by reference from Exhibit 4.2 to the Registrant's Form 10-Q, for the period
       ending December 31, 1999, File no. 0-26924).

 4.8   Common Stock Warrant No. 002 issued to Intel Corporation to purchase 79,352 shares of Common
       Stock (Incorporated by reference from Exhibit 4.2 to the Registrant's Form 10-Q, for the period
       ending December 31, 1999, File no. 0-26924).

 4.9   Securities Purchase and Investor Rights Agreement dated December 15, 1999 (Incorporated by
       reference from Exhibit 4.2 to the Registrant's Form 10-Q, for the period ending December 31, 1999,
       File no. 0-26924).

10.1   AMX Corporation 1993 Stock Option Plan, accompanied by forms of Incentive Stock Option and
       Non-qualified Stock Option Agreements (Incorporated by reference from Exhibit 10.1 to the
       Registrant's Form S-1 filed September 13, 1995, as amended, File no. 33-96886).
</TABLE>

                                      24

<PAGE>

<TABLE>
<C>     <S>
 10.2   AMX Corporation 1995 Stock Option Plan, accompanied by form of Stock Option Agreement and
        form of Exercise Notice (Incorporated by reference from Exhibit 10.2 to the Registrant's Form S-1
        filed September 13, 1995, as amended, File no. 33-96886).

 10.3   1995 Director Stock Option Plan, accompanied by form of Director Stock Option Agreement and form
        of Exercise Notice (Incorporated by reference from Exhibit 10.3 to the Registrant's Form S-1 filed
        September 13, 1995, as amended, File no. 33-96886).

 10.4   1996 Employee Stock Purchase Plan, accompanied by forms of Enrollment/Change Form, Section 16b
        Participation Form and Stock Purchase Agreement (Incorporated by reference from Exhibit 10.4 to the
        Registrant's Form S-1 filed September 13, 1995, as amended, File no. 33-96886).

 10.5   First Amendment to AMX Corporation 1996 Employee Stock Purchase Plan (Incorporated by
        reference from Exhibit 10.5 to the Registrant's Form 10-Q for the period ended September 30, 2001,
        File no. 0-26924).

 10.6   Second Amendment to AMX Corporation 1996 Employee Stock Purchase Plan (Incorporated by
        reference from Exhibit 10.6 to the Registrant's Form 10-Q for the period ended September 30, 2001,
        File no. 0-26924).

 10.7   AMX Corporation 1999 Equity Incentive Plan (Incorporated by reference from Exhibit 10.25 to the
        Registrant's Form 10-K for the fiscal year ending March 31, 1999, File no. 0-26924).

 10.8   Promissory Note dated January 5, 2000, from Peter York to Registrant in the original principal amount
        of $100,000 (Incorporated by reference from Exhibit 10.17 to the Registrant's Form 10-K for the fiscal
        year ending March 31, 2000, File no. 0-26924).

 10.9   Fourth Amended and Restated Loan Agreement dated September 1, 2000 by and between the
        Registrant and Bank One, Texas, National Association (Incorporated by reference from Exhibit 10.1 to
        the Registrant's Form 10-Q, for the period ending September 30, 2000, File no. 0-26924).

10.10   Amendment to Fourth Amended and Restated Loan Agreement dated January 5, 2001 by and between
        the Registrant and Bank One, Texas, National Association (Incorporated by reference from Exhibit
        10.1 to the Registrant's Form 10-Q, for the period ending December 31, 2000, File no. 0-26924).

10.11   Second Amendment to Fourth Amended and Restated Loan Agreement dated March 31, 2001 by and
        between the Registrant and Bank One, NA (Incorporated by reference from Exhibit 10.9 to the
        Registrant's Form 10-K for the fiscal year ended March 31, 2001, File no. 0-26924).

10.12   Lease Agreement dated November 22, 1999 by and between the Registrant and DalMac/GoldCor Real
        Estate Venture, Ltd. (Incorporated by reference from Exhibit 10.10 to the Registrant's Form 10-K for
        the fiscal year ended March 31, 2001, File no. 0-26924).

10.13   First Amendment to Lease Agreement dated January 10, 2000 by and between the Registrant and
        DalMac/GoldCor Real Estate Venture, Ltd. (Incorporated by reference from Exhibit 10.11 to the
        Registrant's Form 10-K for the fiscal year ended March 31, 2001, File no. 0-26924).

10.14   Option Agreement dated October 1, 2000 by and between the Registrant and DalMac/GoldCor Real
        Estate Venture, Ltd. (Incorporated by reference from Exhibit 10.12 to the Registrant's Form 10-K for
        the fiscal year ended March 31, 2001, File no. 0-26924).

10.15   Second Amendment to Lease Agreement dated May 1, 2001 by and between the Registrant and
        DalMac/GoldCor Real Estate Venture, Ltd. (Incorporated by reference from Exhibit 10.13 to the
        Registrant's Form 10-K for the fiscal year ended March 31, 2001, File no. 0-26924).

10.16   Employment Agreement dated March 20, 2001 between the Registrant and Joe Hardt (Incorporated by
        reference from Exhibit 10.14 to the Registrant's Form 10-K for the fiscal year ended March 31, 2001,
        File no. 0-26924).

10.17   Promissory Note dated June 15, 1999, from Michael Olinger to Registrant in the original principal
        amount of $20,000 (Incorporated by reference from Exhibit 10.16 to the Registrant's Form 10-K for
        the fiscal year ended March 31, 2001, File no. 0-26924).
</TABLE>

                                      25

<PAGE>

<TABLE>
<C>      <S>
 10.18   Third Amendment to Fourth Amended and Restated Loan Agreement dated as of September 1, 2001
         (Incorporated by reference from Exhibit 10.1 to the Registrant's Form 10-Q, for the period ending
         September 30, 2001, File no. 0-26924).

 10.19   Fourth Amendment to Fourth Amended and Restated Loan Agreement dated as of September 14, 2001
         (Incorporated by reference from Exhibit 10.2 to the Registrant's Form 10-Q, for the period ending
         September 30, 2001, File no. 0-26924).

 10.20   Amended and Restated Term Note dated as of September 14, 2001 (Incorporated by reference from
         Exhibit 10.3 to the Registrant's Form 10-Q, for the period ending September 30, 2001, File
         no. 0-26924).

 10.21   Waiver and Fifth Amendment to Fourth Amended and Restated Loan Agreement and Related
         Promissory Notes dated as of November 14, 2001 (Incorporated by reference from Exhibit 10.4 to the
         Registrant's Form 10-Q, for the period ending September 30, 2001, File no. 0-26924).

 10.22   Waiver and Sixth Amendment to Fourth Amended and Restated Loan Agreement and Related
         Promissory Notes dated as of February 13, 2001 (Incorporated by reference from Exhibit 10.2 to the
         Registrant's Form 10-Q, for the period ending December 31, 2001, File no. 0-26924).

+10.23   Waiver and Seventh Amendment to Fourth Amended and Restated Loan Agreement and Related
         Promissory Notes dated as of June 6, 2002.

+10.24   Employment Agreement dated February 8, 2002 between the Registrant and Robert J. Carroll.

 +21.1   Schedule of Subsidiaries.

 +23.1   Consent of Independent Auditors.
</TABLE>
--------
+  Filed herewith.

      (b) Reports on Form 8-K.

        Current report on Form 8-K dated as of April 26, 2002, and filed on
        April 26, 2002, regarding the resignation of Peter D. York as an
        officer and member of the Registrant's board of directors.

        Current report on Form 8-K dated as of May 15, 2002, and filed on May
        15, 2002, regarding the appointment of Larry N. Goldstein as a member
        of the Registrant's board of directors.

                                      26

<PAGE>

                                  SIGNATURES

   Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.

                                              AMX Corporation
                                              By:      /S/  JEAN M. NELSON
                                                  ------------------------------
                                                         Jean M. Nelson,
                                                    Vice-President and Chief
                                                        Financial Officer
                                                          June 28, 2002

   Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated and on the dates indicated below.

          Signature                        Title                  Date
          ---------                        -----                  ----
   /S/  ROBERT J. CARROLL      Chairman of the Board, Chief   June 28, 2002
-----------------------------  Executive Officer, President
      Robert J. Carroll        and Director (Principal
                               Executive Officer)

     /S/  JEAN M. NELSON       Vice-President and Chief       June 28, 2002
-----------------------------  Financial Officer (Principal
       Jean M. Nelson          Financial and Accounting
                               Officer)

     /S/  JOHN E. WILSON       Director                       June 28, 2002
-----------------------------
       John E. Wilson

   /S/  THOMAS L. HARRISON     Director                       June 28, 2002
-----------------------------
     Thomas L. Harrison

   /S/  LARRY N. GOLDSTEIN     Director                       June 28, 2002
-----------------------------
     Larry N. Goldstein

    /S/  RICHARD L. SMITH      Director                       June 28, 2002
-----------------------------
      Richard L. Smith

    /S/  J. OTIS WINTERS       Director                       June 28, 2002
-----------------------------
       J. Otis Winters

     /S/  PAT SUMMERALL        Director                       June 28, 2002
-----------------------------
        Pat Summerall


                                      27

<PAGE>

                                AMX CORPORATION

                  INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                                                                  Page
                                                                                                  ----
<S>                                                                                               <C>
Report of Independent Auditors................................................................... F-2

Consolidated Balance Sheets at March 31, 2002 and 2001........................................... F-3

Consolidated Statements of Operations for the years ended March 31, 2002, 2001 and 2000.......... F-4

Consolidated Statements of Shareholders' Equity for the years ended March 31, 2002, 2001 and 2000 F-5

Consolidated Statements of Cash Flows for the years ended March 31, 2002, 2001 and 2000.......... F-6

Notes to Consolidated Financial Statements....................................................... F-7
</TABLE>

                                      F-1

<PAGE>

                        REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Shareholders
AMX Corporation

   We have audited the accompanying consolidated balance sheets of AMX
Corporation as of March 31, 2002 and 2001, and the related consolidated
statements of operations, shareholders' equity, and cash flows for each of the
three years in the period ended March 31, 2002. These financial statements and
financial statement schedule are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements and financial statement schedule based on our audits.

   We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

   In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of AMX
Corporation at March 31, 2002 and 2001, and the consolidated results of its
operations and its cash flows for each of the three years in the period ended
March 31, 2002, in conformity with accounting principles generally accepted in
the United States. Also, in our opinion, the related financial statement
schedule, when considered in relation to the basic financial statements taken
as a whole, presents fairly in all material respects the information set forth
therein.

                                          ERNST & YOUNG LLP

April 18, 2002
Dallas, Texas

                                      F-2

<PAGE>

                                AMX CORPORATION

                          CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                     March 31,
                                                                             ------------------------
                                                                                 2002         2001
                                                                             -----------  -----------
<S>                                                                          <C>          <C>
                                  ASSETS
Current assets:
   Cash and cash equivalents................................................ $ 1,245,452  $ 1,607,797
   Receivables, less allowance for doubtful accounts of $1,130,000 for 2002
     and $363,000 for 2001..................................................  13,579,304   12,604,052
   Inventories..............................................................  11,700,211   14,310,802
   Income tax receivable....................................................   1,981,273           --
   Prepaid expenses.........................................................     859,875    1,250,449
   Other current assets.....................................................          --      533,080
   Deferred income taxes....................................................          --    2,387,611
                                                                             -----------  -----------
          Total current assets..............................................  29,366,115   32,693,791
Property and equipment, at cost, net........................................   8,265,011   10,386,937
Capitalized software, less accumulated amortization of $448,000 for 2001....          --      370,166
Deposits and other..........................................................     312,242      466,556
Deferred income taxes.......................................................          --    1,944,021
Goodwill, less accumulated amortization of $1,098,000 for 2002 and
  $868,000 for 2001.........................................................      70,634      300,589
                                                                             -----------  -----------
          Total assets...................................................... $38,014,002  $46,162,060
                                                                             ===========  ===========

                   LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Accounts payable......................................................... $ 7,295,345  $11,422,458
   Current portion of long-term debt........................................   1,021,450    1,053,604
   Line of credit...........................................................   7,600,000    5,550,000
   Accrued compensation.....................................................   1,400,564    1,343,862
   Accrued restructuring costs..............................................     448,495    1,077,917
   Accrued sales commissions................................................     600,056      708,347
   Other accrued expenses...................................................   2,846,132    2,643,051
                                                                             -----------  -----------
          Total current liabilities.........................................  21,212,042   23,799,239
Long-term debt..............................................................   1,013,002    1,964,845

Commitments and contingencies

Shareholders' equity:
   Preferred stock, $0.01 par value:
       Authorized shares--10,000,000
       Issued shares--none..................................................          --           --
   Common stock, $0.01 par value:
       Authorized shares--40,000,000
       Issued shares--11,583,525 for 2002 and 11,258,718 for 2001...........     115,835      112,587
   Additional paid-in capital...............................................  24,257,894   23,585,287
   Accumulated other comprehensive income...................................          --        1,103
   Retained earnings (deficit)..............................................  (4,116,487)   1,167,283
   Less treasury stock (496,476 shares for 2002 and 2001)...................  (4,468,284)  (4,468,284)
                                                                             -----------  -----------
          Total shareholders' equity........................................  15,788,958   20,397,976
                                                                             -----------  -----------
          Total liabilities and shareholders' equity........................ $38,014,002  $46,162,060
                                                                             ===========  ===========
</TABLE>

                            See accompanying notes.

                                      F-3

<PAGE>

                                AMX CORPORATION

                     CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                Year ended March 31,
                                       -------------------------------------
                                           2002         2001         2000
                                       -----------  -----------  -----------
  <S>                                  <C>          <C>          <C>
  Commercial system sales............. $72,995,356  $72,520,047  $59,273,730
  Residential system sales............  14,611,855   21,459,480   18,920,671
                                       -----------  -----------  -----------
         Net sales....................  87,607,211   93,979,527   78,194,401
  Cost of sales.......................  46,262,061   49,279,368   37,276,680
                                       -----------  -----------  -----------
         Gross profit.................  41,345,150   44,700,159   40,917,721
  Selling and marketing expenses......  27,791,907   33,035,289   30,061,093
  Research and development expenses...   6,854,273    9,720,275    7,543,617
  Restructuring costs.................     298,529      674,613    2,960,667
  General and administrative expenses.   8,514,615    8,731,060    6,636,925
                                       -----------  -----------  -----------
         Total operating expenses.....  43,459,324   52,161,237   47,202,302
                                       -----------  -----------  -----------
         Operating loss...............  (2,114,174)  (7,461,078)  (6,284,581)
  Interest expense....................     727,152    1,090,142      547,524
  Other income (expense), net.........     (95,817)    (168,362)      63,842
                                       -----------  -----------  -----------
  Loss before income taxes............  (2,937,143)  (8,719,582)  (6,768,263)
  Income tax provision (benefit)......   2,346,627     (494,332)  (2,642,800)
                                       -----------  -----------  -----------
  Net loss............................ $(5,283,770) $(8,225,250) $(4,125,463)
                                       ===========  ===========  ===========
  Basic and diluted loss per share.... $     (0.48) $     (0.87) $     (0.47)
                                       ===========  ===========  ===========
</TABLE>


                            See accompanying notes.

                                      F-4

<PAGE>

                                AMX CORPORATION

                CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                 Common Stock                                 Treasury Stock
                              -------------------                          -------------------
                                                                                                 Accumulated
                                                  Additional   Retained    Number                   Other         Total
                               Number              Paid-in     Earnings      of                 Comprehensive Shareholders'
                              of Shares   Amount   Capital     (Deficit)   Shares     Amount    Income (Loss)    Equity
                              ---------- -------- ----------- -----------  ------- -----------  ------------- -------------
<S>                           <C>        <C>      <C>         <C>          <C>     <C>          <C>           <C>
Balance at March 31, 1999....  8,961,974 $ 89,620 $ 9,419,066 $13,517,996  496,476 $(4,468,284)   $(23,333)    $18,535,065
Net loss.....................         --       --          --  (4,125,463)      --          --          --      (4,125,463)
Equity adjustment from
 foreign currency translation         --       --          --          --       --          --      38,132          38,132
                                                                                                               -----------
Total comprehensive loss.....                                                                                   (4,087,331)
Exercise of stock options,
 including tax benefit of
 $1,132,905, and purchases
 under employee stock
 purchase plan...............    475,464    4,755   3,576,847          --       --          --          --       3,581,602
Sale of common stock.........    423,212    4,232   4,924,199          --       --          --          --       4,928,431
                              ---------- -------- ----------- -----------  ------- -----------    --------     -----------
Balance at March 31, 2000....  9,860,650   98,607  17,920,112   9,392,533  496,476  (4,468,284)     14,799      22,957,767
Net loss.....................         --       --          --  (8,225,250)      --          --          --      (8,225,250)
Equity adjustment from
 foreign currency translation         --       --          --          --       --          --     (13,696)        (13,696)
                                                                                                               -----------
Total comprehensive loss.....                                                                                   (8,238,946)
Exercise of stock options,
 including tax benefit of
 $45,771, and purchases
 under employee stock
 purchase plan...............    162,717    1,627     424,813          --       --          --          --         426,440
Sale of common stock.........  1,235,351   12,353   5,240,362          --       --          --          --       5,252,715
                              ---------- -------- ----------- -----------  ------- -----------    --------     -----------
Balance at March 31, 2001.... 11,258,718  112,587  23,585,287   1,167,283  496,476  (4,468,284)      1,103      20,397,976
Net loss.....................         --       --          --  (5,283,770)      --          --          --      (5,283,770)
Equity adjustment from
 foreign currency translation         --       --          --          --       --          --      (1,103)         (1,103)
                                                                                                               -----------
Total comprehensive loss.....                                                                                   (5,284,873)
Exercise of stock options and
 purchases under employee
 stock purchase plan.........    324,807    3,248     672,607          --       --          --          --         675,855
                              ---------- -------- ----------- -----------  ------- -----------    --------     -----------
Balance at March 31, 2002.... 11,583,525 $115,835 $24,257,894 $(4,116,487) 496,476 $(4,468,284)   $     --     $15,788,958
                              ========== ======== =========== ===========  ======= ===========    ========     ===========
</TABLE>


                            See accompanying notes.

                                      F-5

<PAGE>

                                AMX CORPORATION

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                       Year ended March 31,
                                                              -------------------------------------
                                                                  2002         2001         2000
                                                              -----------  -----------  -----------
<S>                                                           <C>          <C>          <C>
Operating Activities
   Net loss.................................................. $(5,283,770) $(8,225,250) $(4,125,463)
   Adjustments to reconcile net loss to net cash provided by
     (used in) operating activities:
       Depreciation..........................................   3,927,411    3,805,711    3,038,924
       Amortization..........................................     509,924      659,427      286,607
       Write-down of demonstration equipment.................     708,813           --           --
       Write-down of goodwill................................      90,197           --           --
       Provision for losses on receivables...................     735,322    1,074,000      294,330
       Provision for inventory obsolescence..................   3,083,792    2,956,598       43,698
       Loss on sale of property and equipment................          --      247,556           --
       Deferred income taxes.................................   4,331,632     (913,358)  (1,621,756)
       Changes in operating assets and liabilities:
          Receivables........................................  (1,710,574)  (4,149,474)     (26,647)
          Inventories........................................    (473,201)  (5,650,742)  (1,040,261)
          Prepaid expenses and other assets..................   1,077,968      515,313   (1,046,186)
          Accounts payable...................................  (4,127,113)   6,629,665      715,994
          Accrued expenses...................................    (311,707)     152,129    2,555,693
          Income taxes.......................................  (2,147,496)   1,187,819   (1,335,182)
                                                              -----------  -----------  -----------
Net cash provided by (used in) operating activities..........     411,198   (1,710,606)  (2,260,249)
Investing Activities
Purchase of property and equipment...........................  (2,514,298)  (7,962,587)  (3,552,538)
Proceeds from sale of property and equipment.................          --      100,000           --
Investment in capitalized software...........................          --           --     (818,092)
                                                              -----------  -----------  -----------
Net cash used in investing activities........................  (2,514,298)  (7,862,587)  (4,370,630)
Financing Activities
Sale of common stock--net of expenses, and exercise of stock
  options....................................................     675,855    5,633,384    7,377,128
Net increase in line of credit...............................   2,050,000    5,550,000           --
Repayments of long-term debt.................................    (983,997)    (975,346)  (1,599,489)
                                                              -----------  -----------  -----------
Net cash provided by financing activities....................   1,741,858   10,208,038    5,777,639
Effect of exchange rate changes on cash......................      (1,103)     (13,696)      38,132
                                                              -----------  -----------  -----------
Net increase (decrease) in cash and cash equivalents.........    (362,345)     621,149     (815,108)
Cash and cash equivalents at beginning of year...............   1,607,797      986,648    1,801,756
                                                              -----------  -----------  -----------
Cash and cash equivalents at end of year..................... $ 1,245,452  $ 1,607,797  $   986,648
                                                              ===========  ===========  ===========
</TABLE>

                            See accompanying notes.

                                      F-6

<PAGE>

                                AMX CORPORATION

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                March 31, 2002

1.  Description of Business and Summary of Significant Accounting Policies

Description of Business

   AMX Corporation ("AMX" or the "Company") was organized in March 1982. The
Company designs, develops, and markets advanced integrated control systems. The
Company sells primarily to dealers and distributors in the United States,
Canada, Mexico, Latin America, Europe, Australia, the Middle East, and the Far
East.

Principles of Consolidation

   The Company's financial statements include the accounts of all wholly-owned
subsidiaries. All significant inter-company balances have been eliminated.

Cash Equivalents

   Cash equivalents include short term investments with an initial maturity of
three months or less.

Inventories

   Inventories are stated at the lower of cost or market and are relieved on
the basis of average cost. Inventories are categorized as raw materials,
work-in-progress or finished goods. Inventory reserves are recorded for
damaged, obsolete, excess and slow-moving inventory. Management uses estimates
to record these reserves. Slow-moving inventory is reviewed by category and may
be partially or fully reserved depending on the type of product, the length of
time the product has been included in inventory, or other relevant factors.

Depreciation

   Depreciation of property and equipment is provided in amounts sufficient to
relate the cost of depreciable assets to operations over their estimated
service lives using the straight-line depreciation method. The estimated lives
used in determining depreciation range from 3 to 10 years.

Concentration of Credit Risk

   During the years ended March 31, 2002, 2001, and 2000, the Company realized
approximately 29%, 30%, and 27%, respectively, of total revenues from foreign
sales and had approximately 40% and 42%, respectively, of trade receivables due
from foreign customers at March 31, 2002 and 2001. Of the total receivables
outstanding, approximately 12% of such receivables are denominated in foreign
currencies and are thus subject to foreign exchange rate risk. The Company has
subsidiaries outside the U.S. in the United Kingdom and Singapore. The net
assets of these locations represented 12% and 14% of consolidated net assets at
March 31, 2002 and 2001, respectively.

   The Company provides credit in the normal course of business to its dealers
and distributors. The Company generally does not require collateral or a
deposit when providing credit. The Company performs ongoing credit evaluations
of its customers and maintains estimated allowances for possible credit losses.

Recent Accounting Pronouncements

   In October 2001, the Financial Accounting Standards Board issued SFAS No.
144, Accounting for the Impairment or Disposal of Long-Lived Assets. SFAS No.
144 is effective for financial statements issued for fiscal

                                      F-7

<PAGE>

                                AMX CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


years beginning after December 15, 2001. The Company believes the provisions of
SFAS No. 144 will not have a material impact on its consolidated operating
results or financial position.

   In June 2001, the FASB issued SFAS No. 141, Business Combinations, and No.
142, Goodwill and Other Intangible Assets, effective for fiscal years beginning
after December 15, 2001. SFAS No. 141 requires that the purchase method of
accounting be used for all business combinations initiated or completed after
June 30, 2001. Under the provisions of SFAS No. 142, goodwill and intangible
assets deemed to have indefinite lives will no longer be amortized but will be
subject to annual impairment tests. Other intangible assets with finite useful
lives will continue to be amortized over their useful lives. The Company will
adopt these provisions in the first quarter of fiscal 2003. Application of the
non-amortization provisions of SFAS No. 142 in fiscal 2002 would have resulted
in a reduction of $140,000 of the net loss incurred, or approximately $0.01 per
basic and diluted share for fiscal 2002. As of March 31, 2002, the remaining
unamortized balance of goodwill was $71,000. Therefore, the adoption of the
provisions of SFAS No. 141 and No. 142 will not have a material impact on the
operating results or financial position of the Company.

Use of Estimates

   The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those
estimates.

Revenue Recognition

   Revenue is recognized upon shipment of the product and transfer of title to
the customer. A provision is made for estimated sales returns and allowances on
product sales in the same period as the related revenues are recorded. These
estimates are based on historical sales returns, analysis of credit memo data
and other known factors.

Income Taxes

   The Company's income taxes are computed using the asset and liability method
of accounting. Under the asset and liability method, a deferred tax asset or
liability is recognized for estimated future tax effects attributable to
temporary differences and carryforwards. The measurement of deferred income tax
assets is adjusted by a valuation allowance, if necessary, to recognize future
tax benefits only to the extent, based on available evidence, that it is more
likely than not that such benefits will be realized.

Capitalized Software

   The cost (including coding and testing) of producing software to be held for
sale is capitalized once technological feasibility is established.
Technological feasibility is established either upon the completion of a
detailed program design or the completion of a working model. The establishment
of technological feasibility and the ongoing assessment of recoverability of
capitalized software development costs require judgment by management with
respect to certain external factors, including, but not limited to, anticipated
future revenues, estimated economic life and changes in software and hardware
technologies. Capitalized software costs are amortized on a product-by-product
basis using the greater of the amounts computed on the straight-line method
over the remaining estimated economic life of the product or using the ratio
that current gross revenues bear to the total of current and anticipated future
gross revenues for the product. Amortization of capitalized software begins
when the products are available for general release to customers.

                                      F-8

<PAGE>

                                AMX CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


Restructuring

   The Company records restructuring charge liabilities in accordance with
Emerging Issues Task Force (EITF) Issue No. 94-3. In some circumstances, the
restructuring liabilities recorded require management to make certain
estimates. Although no significant changes in estimates are anticipated, actual
costs may differ from these estimates.

Foreign Currency Translation

   Assets and liabilities denominated in foreign currency are translated into
U.S. dollars at the current rate of exchange existing at year-end and
historical rates, as applicable, and revenues and expenses are translated at
the average monthly exchange rates.

   Translation gains and losses included in income are immaterial and result
from translating all accounts into U.S. dollars.

Shipping and Handling Costs

   Shipping and handling costs that the Company incurs related to product
shipments to customers are included in cost of sales.

Stock Based Employee Compensation

   The Company accounts for stock-based compensation utilizing the provisions
of Accounting Principles Board Opinion (APB) No. 25, Accounting for Stock
Issued to Employees, and related interpretations. The Company accounts for
stock-based compensation for non-employees under the fair value method
prescribed by Statement of Financial Accounting Standards (SFAS) No. 123,
Accounting for Stock-Based Compensation.

Advertising

   The Company expenses the costs of advertising when incurred. Advertising
costs were $482,000, $457,000 and $469,000 for the years ended March 31, 2002,
2001, and 2000, respectively.

Reclassifications

   Certain prior year amounts have been reclassified to conform to the current
year presentation.

2.  Inventories

   The components of inventories are as follows:

<TABLE>
<CAPTION>
                                                March 31,
                                        ------------------------
                                            2002         2001
                                        -----------  -----------
               <S>                      <C>          <C>
               Raw materials........... $ 6,237,584  $ 7,948,025
               Work in progress........   2,346,446    1,154,669
               Finished goods..........   7,126,905    8,306,562
               Reserve for obsolescence  (4,010,724)  (3,098,454)
                                        -----------  -----------
                                        $11,700,211  $14,310,802
                                        ===========  ===========
</TABLE>

                                      F-9

<PAGE>

                                AMX CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


3.  Property and Equipment

   The general classes of property and equipment are as follows:

<TABLE>
<CAPTION>
                                                  March 31,
                                          -------------------------
                                              2002          2001
                                          ------------  -----------
           <S>                            <C>           <C>
           Equipment, including computers $ 16,133,907  $16,716,172
           Furniture and fixtures........    3,204,716    1,970,698
           Leasehold improvements........    1,427,279    1,099,045
                                          ------------  -----------
                                            20,765,902   19,785,915
           Less accumulated depreciation.  (12,500,891)  (9,398,978)
                                          ------------  -----------
                                          $  8,265,011  $10,386,937
                                          ============  ===========
</TABLE>

4.  Debt

   The Company has a $12.5 million revolving line of credit from Bank One,
Texas, N.A. ("Bank One"). The line of credit provides for interest at varying
rates of the Company's choice based on the prime lending rate or the London
Inter-Bank Offered Rate. The line of credit is collateralized by receivables
and inventory. At March 31, 2002, $7.6 million was outstanding under the
revolving line of credit agreement and $4.3 million was available for future
borrowings under the facility's borrowing base limits. This revolving line of
credit expires on September 1, 2002, and is expected to be renewed at that
time. The Company also has an unsecured term note with Bank One. The term note
provides for quarterly payments of principal and interest through April 30,
2004 and has an outstanding principal balance of approximately $2.0 million as
of March 31, 2002. Based on prevailing market rates, the carrying value of the
Company's short and long term debt approximates market.

   The line of credit contains various restrictive and financial covenants. As
of March 31, 2002, the Company was in violation of the quarterly financial
operating covenants in effect at that date solely as a result of the one-time
charges recorded during the quarter ended September 30, 2001. However, Bank One
waived such non-compliance with these covenants for the March 31, 2002
reporting period and eliminated all other financial covenants in favor of a
tangible net worth requirement of $13.4 million and monthly consolidated EBITDA
requirements for the remaining term of the agreement.

   Interest paid amounted to approximately $708,000, $923,000, and $548,000 for
the years ended March 31, 2002, 2001, and 2000, respectively.

5.  Employee Benefit Plans

   The Company has a 401(k) plan available to all U.S. employees who are at
least 21 years of age and meet certain service requirements. Employees can
contribute up to 15% of their salary subject to statutory limitations. Prior to
December 31, 1999, the Company matched the employees' contributions at $0.25 on
every dollar to a maximum of 4% of compensation. Effective January 1, 2000, the
Company matched the employees' contributions at $0.50 on every dollar to a
maximum of 8% of compensation. In November 2001, the Company match was
suspended. Company contributions for the years ended March 31, 2002, 2001 and
2000, were $271,000, $515,000, and $252,000 respectively.

   The Company's 1996 Employee Stock Purchase Plan permits eligible employees
to purchase common stock through payroll deductions. The price of the common
stock purchased under the 1996 Employee Stock Purchase Plan is 85% of the lower
of the fair market value of the common stock at the beginning or at the end of
each

                                     F-10

<PAGE>

                                AMX CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

offering period. The Plan provides for two six-month offering periods each year
beginning on the first trading day on or after January 1 and July 1. For the
years ended March 31, 2002, 2001 and 2000, 87,773, 74,235, and 35,728 shares
were issued under this plan. As of March 31, 2002, there were 250,000 shares
available for future issuance under the Plan.

6.  Income Taxes

   The components of the Company's income tax provision (benefit) were as
follows:

<TABLE>
<CAPTION>
                                         Year ended March 31,
                                 -----------------------------------
                                     2002        2001        2000
                                 -----------  ---------  -----------
           <S>                   <C>          <C>        <C>
           Federal income taxes:
              Current........... $(2,102,034) $  36,211  $  (670,849)
              Deferred..........   4,201,682   (553,925)  (1,802,230)
           State income taxes...     178,392   (404,906)    (349,992)
           Foreign income taxes.      68,587    428,288      180,271
                                 -----------  ---------  -----------
                                 $ 2,346,627  $(494,332) $(2,642,800)
                                 ===========  =========  ===========
</TABLE>

   Foreign operations incurred a loss before tax of approximately $198,000 for
the year ended March 31, 2002. Foreign operations reported income before income
taxes for the years ended March 31, 2001 and 2000 of $956,000, and $547,000,
respectively. Undistributed earnings (approximately $2.0 million at March 31,
2002) of non-U.S. subsidiaries have been indefinitely reinvested and,
accordingly, no provision has been made for taxes due upon repatriation of
these earnings.

   The income tax provision (benefit) differs from amounts computed by applying
the U.S. federal statutory tax rate to income (loss) before income taxes as
follows:

<TABLE>
<CAPTION>
                                                       Year ended March 31,
                                               ------------------------------------
                                                  2002         2001         2000
                                               ----------  -----------  -----------
<S>                                            <C>         <C>          <C>
Federal income tax (benefit) at statutory rate $ (998,629) $(2,964,658) $(2,301,209)
State income tax (benefit), net of federal tax    117,739     (267,238)    (230,995)
Benefit of income reported through Foreign
  Sales Corporation and Extra Territorial
  Income benefit..............................   (254,931)    (137,005)    (335,111)
Effect of non-U.S. tax rates..................     61,015      (15,748)      (5,849)
Change in valuation allowance.................  3,737,380    2,518,560           --
Effect of non-deductible goodwill and other
  intangibles amortization....................     58,672       78,227       78,226
Effect of non-deductible meals and
  entertainment expenses......................    100,022      165,428      168,457
Recognition of research and development
  credit......................................   (541,857)    (428,000)          --
Provision for potential assessments...........     91,694      370,000           --
Other.........................................    (24,478)     186,102      (16,319)
                                               ----------  -----------  -----------
                                               $2,346,627  $  (494,332) $(2,642,800)
                                               ==========  ===========  ===========
</TABLE>

   The Company recorded a tax provision of approximately $4.2 million during
the quarter ended ended September 30, 2001 in order to record a full valuation
allowance against its deferred tax assets. This valuation allowance was
recorded as a result of the one-time charges and operating performance of the
Company in fiscal

                                     F-11

<PAGE>

                                AMX CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

years 2000, 2001, and through the quarter ended September 30, 2001. Although
the Company anticipates future sustained profitability, generally accepted
accounting principles required that historical operating performance weigh
heavily in assessing the realizability of deferred tax assets. In the fourth
quarter of fiscal 2002, Congress passed the Job Creation and Worker Assistance
Act of 2002, under which the period allowed for carrying back net operating
losses from certain tax years was extended from two to five years. As a result,
the Company was able to immediately realize $2.0 million of the deferred tax
assets for which a valuation allowance had previously been recorded.
Accordingly, the Company recorded a tax benefit of $2.0 million during the
fourth quarter of fiscal 2002. The Company will assess the realizability of its
deferred tax assets on an ongoing basis and will eliminate the valuation
allowance when warranted based on sustained profitable operating results.

   Significant components of deferred tax assets and liabilities are as follows:

<TABLE>
<CAPTION>
                                                      March 31,
                                              ------------------------
                                                  2002         2001
                                              -----------  -----------
        <S>                                   <C>          <C>
        Deferred tax assets:
           Net operating loss carryforwards.. $ 4,098,945  $ 5,809,462
           Inventories.......................   1,950,127    1,856,244
           Bad debts.........................     326,794      220,518
           Accrued restructuring charge......     165,809      398,506
           Tax credit carryforwards..........     961,666      375,000
           Other accrued expenses............     549,947      377,713
           Inter-company profit in inventory.     140,925      100,290
           Intangible assets.................      76,229       69,189
                                              -----------  -----------
                                                8,270,442    9,206,922
           Valuation allowance...............  (7,608,299)  (3,870,910)
                                              -----------  -----------
                                                  662,143    5,336,012
        Deferred tax liabilities:
           Prepaid expenses..................    (348,412)    (688,393)
           Capitalized software..............          --     (136,850)
           Depreciation......................    (243,488)    (108,894)
           Transaction fees..................     (70,243)     (70,243)
                                              -----------  -----------
                                                 (662,143)  (1,004,380)
                                              -----------  -----------
        Net deferred tax asset............... $        --  $ 4,331,632
                                              ===========  ===========
</TABLE>

   Net income tax payments of approximately $162,000 were made in the year
ended March 31, 2002, consisting of foreign and state income tax payments
offset by federal tax refunds. Net income tax refunds of $662,000 were received
in the year ended March 31, 2001. Net income tax payments of approximately
$963,000 were made in the year ended March 31, 2000.

   At March 31, 2002, the Company has approximately $10.9 million of federal
net operating loss carryforwards, which begin to expire in 2012. Of this
amount, $3.6 million is subject to certain limitations under the Internal
Revenue Code. The Company has approximately $10.9 million of state net
operating loss carryforwards which expire at various dates. The Company also
has approximately $0.4 million of net operating losses generated by its
subsidiary in Singapore. Research and development credit carryforwards amount
to $0.9 million and begin to expire in 2019.

7.  Commitments and Contingencies

   The Company leases real property and equipment. Under certain leases, the
Company is required to pay costs such as taxes, insurance, and operating
expenses in addition to the rental payments. Rental expense under

                                     F-12

<PAGE>

                                AMX CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

operating leases for the years ended March 31, 2002, 2001, and 2000, was $2.3
million, $1.4 million, and $1.1 million, respectively.

   At March 31, 2002 future minimum payments for non-cancelable operating
leases are as follows:

<TABLE>
<CAPTION>
                       Year ending March 31:
                       ---------------------
                       <S>                   <C>
                        2003................ $ 1,861,872
                        2004................   1,715,177
                        2005................   1,548,777
                        2006................   1,584,425
                        2007................   1,645,929
                        2008 and thereafter.   5,623,591
                                             -----------
                                             $13,979,771
                                             ===========
</TABLE>

   The Company is involved in certain legal activities and disputes arising in
the ordinary course of business. The Company believes that it has adequate
legal defenses and that the ultimate outcome of these matters will not have a
material adverse effect on the Company's consolidated financial position,
results of operations or cash flows.

8.  Earnings per Share

   The following table sets forth the computation of basic and diluted earnings
per share:

<TABLE>
<CAPTION>
                                                    Year ended March 31,
                                           -------------------------------------
                                               2002         2001         2000
                                           -----------  -----------  -----------
<S>                                        <C>          <C>          <C>
Numerator:
Net income (loss)......................... $(5,283,770) $(8,225,250) $(4,125,463)
Denominator:
Denominator for basic earnings per share--
  Weighted-average shares outstanding.....  11,006,372    9,486,476    8,734,243
Effect of dilutive securities:
Employee stock options....................          --           --           --
                                           -----------  -----------  -----------
Denominator for diluted earnings per share  11,006,372    9,486,476    8,734,243
                                           ===========  ===========  ===========
Basic earnings (loss) per share........... $     (0.48) $     (0.87) $     (0.47)
                                           ===========  ===========  ===========
Diluted earnings (loss) per share......... $     (0.48) $     (0.87) $     (0.47)
                                           ===========  ===========  ===========
</TABLE>

   Had the Company reported net income for fiscal 2002, 2001 and 2000, 566,886,
1,576,537 and 2,163,381 potentially dilutive shares would have been included in
the computation of diluted earnings per share, respectively.

9.  Restructuring Costs

  Salt Lake City Relocation

   During the third quarter of 2000, the Company announced plans to shutdown
its operations located in Salt Lake City and move those operations to its
corporate headquarters in Dallas. The Salt Lake City location included a
majority of the Company's residential operations. Approximately 94 employees,
all of whom worked

                                     F-13

<PAGE>

                                AMX CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

at the Company's Salt Lake City location, were impacted by this shutdown. Of
the 94 employees, 82 were expected to be terminated or decline the Company's
offer to move to Dallas and thus receive severance, and 12 were expected to
accept positions with the Company in Dallas. Employees that ended their
employment prior to their termination date and employees that opted to move to
Dallas, as offered under the plan, forfeited their termination benefits. Of the
94 employees, approximately 57 employees received severance benefits totaling
$914,000. Of the remaining employees, 11 employees forfeited their severance
benefit by leaving the Company prior to vesting in the severance benefit, and
26 employees forfeited their severance by accepting positions with the Company
in Dallas. Total forfeitures were $390,000. An asset impairment charge was
recorded to write-down the carrying value of the property and equipment to its
estimated fair market value. Leasehold cancellation charges represented
estimated costs to terminate leasehold agreements for the Company's Salt Lake
City facilities. The move was completed in the third quarter of fiscal year
2001. However, the Company continues to hold a lease on certain property in
Salt Lake City, a portion of which is subleased to a third party. The Company
is reversing the leasehold cancellation reserve as sublease income is received
from the sublessee. The reserve is also reduced for lease payments made to the
landlord in excess of the sublease income received.

   The following is a summary of the Salt Lake City restructuring action from
inception through March 31, 2002 (in thousands):

<TABLE>
<CAPTION>
                                                                          Write down
                                                              Leasehold   of property
                                                             cancellation     and
                                                   Severance   charges     equipment   Total
                                                   --------- ------------ ----------- ------
<S>                                                <C>       <C>          <C>         <C>
Initial Restructuring Reserve.....................  $1,304      $ 649        $ 655    $2,608
Activity through March 31, 2001:
   Severance payments.............................    (914)        --           --      (914)
   Severance forfeitures..........................    (390)        --           --      (390)
   Payment of lease expenses......................      --       (117)          --      (117)
   Reduction of lease obligation through sublease.      --        (86)          --       (86)
   Correction of leasehold cancellation reserve...      --       (118)          --      (118)
   Non-cash write down of property and equipment..      --                    (655)     (655)
                                                    ------      -----        -----    ------
Reserve at March 31, 2001.........................      --        328           --       328
Activity through March 31, 2002:
   Payment of lease expenses......................      --        (34)          --       (34)
   Reduction of lease obligation through sublease.      --       (182)          --      (182)
                                                    ------      -----        -----    ------
Reserve at March 31, 2002.........................  $   --      $ 112        $  --    $  112
                                                    ======      =====        =====    ======
</TABLE>

  Consumer Broadband Division

   In the fourth quarter of fiscal 2001, the Company initiated a corporate-wide
restructuring plan that included the discontinuation of its Consumer Broadband
Division and retail distribution strategy and a reduction of approximately 44
employees or 10% of the Company workforce. This severance action affected
employees across the Company, although many of the terminated employees were
from either the Company's Consumer Broadband Division or information systems
department. The severance of the 44 employees and discontinuance of the
Consumer Broadband Division was completed prior to March 31, 2001, although
certain commitments continued into fiscal 2002, and certain severance payments
will continue through December 2002. In conjunction with this plan, the Company
recorded a charge of $2.2 million, of which $1.2 million was included in
restructuring costs, $0.7 million was included in cost of sales, and $0.2
million was included as a reversal to revenue.


                                     F-14

<PAGE>

                                AMX CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

   The following is a summary of the consumer broadband and corporate-wide
restructuring action from inception through March 31, 2002 (in thousands):

<TABLE>
<CAPTION>
                                            Inventory   Write down of   Non-cancelable
                                             related   receivables and   commitments
                                  Severance  charges  intangible assets   and other     Total
                                  --------- --------- ----------------- -------------- ------
<S>                               <C>       <C>       <C>               <C>            <C>
Initial Restructuring Reserve....   $ 859     $ 715         $ 452           $ 145      $2,171
Activity through March 31, 2001:
   Severance payments............    (315)       --            --              --        (315)
   Write down of inventory.......      --      (654)           --              --        (654)
   Write down of receivables and
     intangible assets...........      --        --          (452)             --        (452)
                                    -----     -----         -----           -----      ------
Reserve at March 31, 2001........     544        61            --             145         750
Activity through March 31, 2002:
   Severance payments............    (330)       --            --              --        (330)
   Inventory conversion costs....      --       (61)           --              --         (61)
   Other payments................      --        --            --            (145)       (145)
                                    -----     -----         -----           -----      ------
Reserve at March 31, 2002........   $ 214     $  --         $  --           $  --      $  214
                                    =====     =====         =====           =====      ======
</TABLE>

  Corporate Structure Realignment

   In the third quarter of fiscal 2002, the Company announced a restructuring
program that included the realignment of its corporate structure and a
reduction of its workforce. The personnel reductions included 66 positions,
which were primarily Dallas-based personnel. The reduction in workforce was
completed prior to December 31, 2001, although certain severance and other
payments continued into the fourth quarter of fiscal 2002 and beyond. In
conjunction with this corporate realignment, the Company recorded a charge of
$0.6 million, all of which was included in restructuring costs.

   The following is a summary of the corporate realignment from inception
through March 31, 2002 (in thousands):

<TABLE>
<CAPTION>
                                                    Severance
                                                    ---------
                   <S>                              <C>
                   Initial Restructuring Reserve...   $ 600
                   Activity through March 31, 2002:
                      Severance payments...........    (359)
                      Other payments...............     (29)
                      Reversals....................     (90)
                                                      -----
                   Reserve at March 31, 2002.......   $ 122
                                                      =====
</TABLE>

10.  Shareholders' Equity and Stock Options

   On December 15, 1999, the Company and Intel Corporation ("Intel") entered
into an agreement pursuant to which, among other things, the Company issued to
Intel, in consideration of services provided by Intel under such agreement, a
warrant to purchase 79,352 shares of Common Stock ("Business Warrant") which
was to vest upon the occurrence of certain co-development and co-marketing
efforts between the Company and Intel related to the Company's former consumer
broadband market strategy. On December 15, 1999, the Company and Intel also
entered into a Securities Purchase and Investor Rights Agreement ("Purchase
Agreement") pursuant to which Intel purchased 423,212 shares of Common Stock
and was issued a vested warrant to purchase 238,057

                                     F-15

<PAGE>

                                AMX CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

shares of Common Stock ("Equity Warrant"). The aggregate purchase price under
the Purchase Agreement for the Common Stock and the Equity Warrant was
$5,000,000. The Business Warrant and the Equity Warrant each have an exercise
price of $21.54 per share ("Exercise Price") and a term of five years. The
Company performed a valuation to determine the estimated fair value of the
common stock and Equity Warrant issued in this transaction. The common stock
issued was valued using the Company's average share price for the twenty day
period preceding the closing of the transaction on December 15, 1999, and the
Equity Warrant was valued using the Black-Scholes option valuation model. The
estimated values applicable to the common stock and Equity Warrant issued were
discounted due to the low trading volume of the Company's common stock and the
selling restrictions on the common stock and Equity Warrant issued. The
resulting valuation yielded an estimated fair value of $5 million for the
common stock and the Equity Warrant.

   Subsequent to this transaction, the Company discontinued the Consumer
Broadband Division and all related product and marketing activity. As a result,
the events under which the Business Warrant was to vest have not occurred and
are not expected to occur in the future. Additionally, Intel has divested its
shares of Common Stock and is not expected to exercise the Equity Warrant.

   On March 20, 2001, the Company issued 1,161,116 shares of its common stock
for an aggregate purchase price of approximately $5,000,000 to an investor
group, led by Scott Miller, the Company's then president, chief executive
officer and chairman.

   The Company has never paid dividends on its Common Stock and does not
anticipate paying dividends on its Common Stock in the foreseeable future in
order to retain all available earnings generated by operations for the
development and growth of the business. In addition, under the terms of the
Company's current debt agreements, the Company may not pay dividends without
the prior consent of the lending bank.

   The Company has four stock-based compensation plans outstanding, which are
described below. No compensation cost is recognized for its fixed option plans
because the exercise price of the Company's employee stock options equals or
exceeds the market price of the underlying stock on the date of the grant. The
1993 Stock Option Plan, as amended, authorized the granting of options for up
to 1,452,544 shares of common stock. All options have a term of ten years and
vest over a four year period. There are no options available for grant under
this plan.

   In September 1995, the Company approved the 1995 Stock Option Plan and the
1995 Director Stock Option Plan. Under the 1995 Stock Option Plan, the Company
may grant options for up to 1,000,000 shares of common stock. All options have
a term of ten years and vest over a four-year period. The 1995 Director Stock
Option Plan authorized the granting of stock options for up to 250,000 shares
to non-employee directors. All options granted under this plan are fully vested
and have a term of ten years.

   In April 1999, the Company and its shareholders approved the 1999 Equity
Incentive Plan. Under this plan, the Company may grant options for up to
3,000,000 shares of common stock. These options have a term of ten years and
generally vest over periods ranging from three to four years.


                                     F-16

<PAGE>

                                AMX CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

   A summary of the status of the Company's plans is presented below:

<TABLE>
<CAPTION>
                                                                        Weighted
                                                                        Average
                                                           Shares    Exercise Price
                                                         ----------  --------------
<S>                                                      <C>         <C>
Outstanding at March 31, 1999...........................  1,514,435      $ 4.63
   Options granted......................................  1,285,600       11.38
   Options exercised....................................   (433,844)       4.77
   Options canceled.....................................   (131,864)       6.78
                                                         ----------
Outstanding at March 31, 2000...........................  2,234,327        8.36
   Options granted......................................    938,700        4.06
   Options exercised....................................   (162,817)       2.34
   Options canceled.....................................   (606,458)       9.06
                                                         ----------
Outstanding at March 31, 2001...........................  2,403,752        6.87
   Options granted......................................    888,000        2.75
   Options exercised....................................   (232,211)       1.77
   Options canceled..................................... (1,202,590)       7.68
                                                         ----------
Outstanding at March 31, 2002...........................  1,856,951      $ 5.01
                                                         ==========
Available for grants in future periods at March 31, 2002  2,067,688
                                                         ==========
</TABLE>

   The following table summarizes information about stock options outstanding
under the plans as of March 31, 2002:

<TABLE>
<CAPTION>
                                  Options Outstanding         Options Exercisable
                          ----------------------------------- -------------------
                                        Weighted     Weighted           Weighted
                                        Average      Average            Average
                                       Remaining     Exercise           Exercise
 Range of Exercise Prices  Options  Contractual Life  Price   Options    Price
 ------------------------ --------- ---------------- -------- -------   --------
 <S>                      <C>       <C>              <C>      <C>       <C>
     $2.07 to $3.00......   691,000    9.6 years      $ 2.54  121,000    $ 2.50
     $3.06 to $5.50......   638,428    8.5 years        3.79  192,429      4.48
     $5.75 to $13.13.....   513,023    6.1 years        9.42  359,333      8.71
     $17.50 to $39.63....    14,500    5.1 years       20.55   13,500     19.14
                          ---------                            -------
                          1,856,951    8.2 years      $ 5.01  686,262    $ 6.63
                          =========                            =======
</TABLE>

   There were 931,982 and 631,781 exercisable options at March 31, 2001 and
2000, respectively, and the weighted-average exercise price of those options
was $5.59 and $3.90, respectively.

   Pro forma information regarding net income (loss) and net income (loss) per
share is required by SFAS 123, and has been determined as if the Company had
accounted for its employee stock purchase plan and other stock options under
the fair value method of that SFAS. The fair value of each option grant is
estimated on the date of grant using the Black-Scholes option-pricing model.
The following weighted-average assumptions were used for grants under the fixed
option plans in 2002, 2001 and 2000, respectively: dividend yield of 0% for all
periods; expected volatility of 94.8%, 89.6%, and 66.4%; risk-free interest
rate of 4.5%, 5.15% and 5.94%; and expected lives of 6 years for all periods.

                                     F-17

<PAGE>

                                AMX CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   For purposes of pro forma disclosures the estimated fair value of
stock-based compensation and other options is amortized to expense over the
vesting period. The Company's pro forma net loss and net loss per share is as
follows:

<TABLE>
<CAPTION>
                                                      Year ended March 31,
                                             --------------------------------------
                                                 2002         2001          2000
                                             -----------  ------------  -----------
<S>                              <C>         <C>          <C>           <C>
Net loss........................ As reported $(5,283,770) $ (8,225,250) $(4,125,463)
                                 Pro forma   $(6,228,770) $(10,991,844) $(6,494,857)
Basic and diluted loss per share As reported $     (0.48) $      (0.87) $     (0.47)
                                 Pro forma   $     (0.57) $      (1.16) $     (0.74)
</TABLE>

   The weighted-average fair value of options granted under the option plans
during 2002, 2001, and 2000 was $2.16, $3.03, and $7.31, respectively.

11.  Certain Geographic Information

   The Company is engaged in one line of business: the design, manufacture, and
distribution of systems that allow control of electronic equipment and the
distribution of information from the Internet to these devices. International
sales which include export sales and sales from foreign operations account for
a significant portion of the Company's revenues. Domestic sales represented
approximately $62.6 million, $65.7 million, and $57.3 million, or 71%, 70%, and
73% of the Company's total sales during the fiscal years ended March 31, 2002,
2001, and 2000, respectively. Sales outside of the United States, consisting of
products sold primarily in Europe, Canada, Mexico, Asia, and Australia,
represented approximately $25.0 million, $28.3 million, and $20.9 million, or
29%, 30%, and 27% of the Company's total sales during the fiscal years ended
March 31, 2002, 2001, and 2000, respectively. Approximately 10%, 12%, and 10%
of net sales for the years ended March 31, 2002, 2001 and 2000, respectively,
were from the Company's international locations, consisting of 7%, 9%, and 8%
in Europe and 3%, 3%, and 2% in other foreign locations. Approximately 12%,
14%, and 13% of identifiable assets for the years ended March 31, 2002, 2001
and 2000, respectively, were located outside of the U.S., with 10%, 11%, and
11% located in Europe. U.S. export sales totaled $16.5 million, $16.7 million,
and $12.9 million for the years ended March 31, 2002, 2001, and 2000,
respectively. Of such export sales, 38%, 49%, and 55%, respectively, were to
Europe.

   Export sales from the Company's U.S. operations to unaffiliated customers
were as follows:

<TABLE>
<CAPTION>
                                          Year ended March 31,
                                   -----------------------------------
                                      2002        2001        2000
                                   ----------- ----------- -----------
          <S>                      <C>         <C>         <C>
          Europe.................. $ 6,342,000 $ 8,233,000 $ 7,091,000
          Asia and the Pacific Rim   5,267,000   4,787,000   3,621,000
          Canada and Latin America   3,750,000   2,798,000   1,603,000
          Middle East and Africa..   1,187,000     901,000     628,000
                                   ----------- ----------- -----------
                                   $16,546,000 $16,719,000 $12,943,000
                                   =========== =========== ===========
</TABLE>

                                     F-18

<PAGE>

                                AMX CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Concluded)


12.  Unaudited Quarterly Financial Data

   The following table sets forth certain unaudited quarterly data for the
eight quarters ended March 31, 2002 (in thousands, except per share amounts):

<TABLE>
<CAPTION>
                                                       Three Months Ended
                            -------------------------------------------------------------------------
                            June 30, Sept 30, Dec 31,  March 31, June 30, Sept 30, Dec 31,  March 31,
                              2000   2000 (1)  2000    2001 (2)    2001   2001 (3) 2001 (4) 2002 (5)
                            -------- -------- -------  --------- -------- -------- -------- ---------
<S>                         <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>
Net sales.................. $21,204  $25,864  $24,230   $22,682  $21,723  $23,006  $21,285   $21,593
Gross profit...............  11,391   13,118   12,357     7,834   11,125    9,132   10,320    10,768
Operating income (loss)....    (895)     760     (317)   (7,009)     486   (3,576)     445       531
Net income (loss)..........    (666)     201     (385)   (7,375)     201   (8,133)     299     2,349
Basic earnings (loss) per
  share.................... $ (0.07) $  0.02  $ (0.04)  $ (0.76) $  0.02  $ (0.74) $  0.03   $  0.21
Diluted earnings (loss) per
  share.................... $ (0.07) $  0.02  $ (0.04)  $ (0.76) $  0.02  $ (0.74) $  0.03   $  0.21
</TABLE>
--------
(1)Includes approximately $0.7 million increase in the allowance for doubtful
   accounts due to a customer who filed for bankruptcy.
(2)Includes approximately $5.2 million in restructuring costs and other
   one-time charges which included severance and non-cancellable commitment
   charges of $1.2 million; inventory related reserves of $2.9 million;
   receivable related reserves of $0.6 million; reserves against other assets
   of $0.3 million; and charges for non-cancelable commitments of $0.2 million.
   See Management's Discussion and Analysis of Financial Condition and Results
   of Operations and Note 9 for further information.
(3)Includes approximately $8.2 million of one-time charges, including inventory
   related reserves of $3.2 million, accounts receivable reserves of $0.5
   million, write-offs of miscellaneous intangibles of $0.3 million, and a
   valuation allowance against deferred tax assets of $4.2 million. See
   Management's Discussion and Analysis of Financial Condition and Results of
   Operations for further information.
(4)Includes restructuring charges of $0.6 million recorded related to a
   realignment of the Company's corporate structure. See Note 9 for further
   information.
(5)Includes a $2.0 million tax benefit recorded as a result of tax legislation
   passed by Congress in March 2002 which resulted in the immediate recognition
   of deferred tax assets for which a valuation allowance had previously been
   recorded. See Note 6 for further information.

                                     F-19

<PAGE>

                                                                    Schedule II

                                AMX CORPORATION

                       VALUATION AND QUALIFYING ACCOUNTS

                   Years ended March 31, 2000, 2001 and 2002
                                (in thousands)

<TABLE>
<CAPTION>
                                   Balance at           Deductions,  Balance
                                   beginning            Recoveries   at end
                                   of period  Additions   & Other   of period
                                   ---------- --------- ----------- ---------
  <S>                              <C>        <C>       <C>         <C>
  Allowance for Doubtful Accounts:
     Fiscal 2000..................   $  420    $  294     $  (332)   $  382
     Fiscal 2001..................   $  382    $1,074     $(1,093)   $  363
     Fiscal 2002..................   $  363    $  735     $    32    $1,130
  Inventory Reserve:
     Fiscal 2000..................   $  714    $   44     $    --    $  758
     Fiscal 2001..................   $  758    $2,957     $  (617)   $3,098
     Fiscal 2002..................   $3,098    $3,084     $(2,171)   $4,011
  Tax Valuation Allowance:
     Fiscal 2000..................   $1,352    $   --     $    --    $1,352
     Fiscal 2001..................   $1,352    $2,519     $    --    $3,871
     Fiscal 2002..................   $3,871    $4,211     $  (474)   $7,608
</TABLE>

                                     F-20