SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): May 5, 2011

UNIVERSAL ELECTRONICS INC.

(Exact name of Registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)		0-21044 (Commission File No.)		33-0204817 (I.R.S. Employer Identification No.)

6101 Gateway Drive
Cypress, California 90630
(Address of principal executive offices, with Zip Code)

(714) 820-1000
(Registrant’s telephone number, including area code):

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o		Written communications pursuant to Rule 425 under the Securities Act

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

 

TABLE OF CONTENTS

Item 2.02 Results of Operations and Financial Condition			1
Item 9.01 Financial Statements and Exhibits			1
SIGNATURES			2
INDEX TO EXHIBITS			3
EX-99.1

Item  2.02 Results of Operations and Financial Condition

On May 5, 2011, Universal Electronics Inc. (“UEI”) is issuing a press release and holding a conference call regarding its financial results for the first quarter 2011. A copy of the press release is furnished as Exhibit 99.1 to this report.

Pursuant to General Instruction B2 of Form 8-K, the information contained in Exhibit 99.1 will be deemed furnished, and not “filed,” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as expressly set forth by specific reference in any such filing, or subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.

In addition to reporting financial results in accordance with generally accepted accounting principles, or GAAP, UEI provides non-GAAP or Adjusted Pro Forma information in the press release as additional information for its operating results. References to Adjusted Pro Forma information are to non-GAAP pro forma measures. These measures are not in accordance with, or an alternative for, GAAP and may be different from non-GAAP measures used by other companies. UEI’s management believes that this presentation of Adjusted Pro Forma financial information provides useful information to management and investors regarding certain additional financial and business trends relating to its financial condition and results of operations. In addition, management uses these measures for reviewing the financial results of UEI and for budget planning purposes.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits. The following exhibit is furnished with this report.

99.1		Press Release of Universal Electronics Inc. dated May 5, 2011.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

INDEX TO EXHIBITS

Exhibit Number		Description
99.1		Press Release dated May 5, 2011

Exhibit 99.1

Contacts: Paul Arling (UEI) 714.820.1000
Becky Herrick (IR Agency) 415.433.3777

Universal Electronics Reports First Quarter 2011
Financial Results

CYPRESS, CA — May 5, 2011 — Universal Electronics Inc. (UEI), (NASDAQ: UEIC) reported financial results for the first quarter ended March 31, 2011.

“For the first quarter of 2011, our revenue, operating income and adjusted pro forma net income grew substantially over the same period last year, yet our profitability for the quarter fell short of our expectations,” stated Paul Arling, UEI’s Chairman and CEO. “During the quarter, our business was impacted by an unfavorable mix of customer orders, production capacity being below our expectations, and the natural disasters in Japan and their terrible aftermath. While the events in Japan may continue to cloud near-term visibility, we are working to correct the other challenges before us.”

“While we are not satisfied with our first quarter results, we are ever more confident in the progress we have made in technology development, customer relationships and the improved positioning of UEI. Our strategy remains consistent as we focus on winning new customers and deepening relationships with existing customers to expand our penetration in global markets,” concluded Arling.

Financial Results for the Quarter Ended March 31: 2011 Compared to 2010

•

Net sales were $105.7 million, compared to $71.4 million.

	•		Business Category revenue was $95.3 million, compared to $60.2 million. The Business Category contributed 90.2% of total net sales, compared to 84.4%.
	•		Consumer Category revenue was $10.4 million, compared to $11.2 million. The Consumer Category contributed 9.8% of total net sales, compared to 15.6%.

•		Adjusted pro forma gross margins were 26.4%, compared to gross margins of 30.9%.
•		Adjusted pro forma operating expenses were $24.4 million, compared to operating expenses of $19.4 million.
•		Adjusted pro forma operating income was $3.4 million, compared to operating income of $2.7 million.
•		Adjusted pro forma net income was $2.6 million, or $0.17 per diluted share, compared to net income of $1.8 million, or $0.13 per diluted share.
•		At March 31, 2011, cash and cash equivalents was $45.1 million.

Financial Outlook For the second quarter of 2011, the company expects net sales to range between $117 million and $123 million, compared to $78.9 million in the second quarter of 2010. Adjusted pro forma earnings per diluted share for the second quarter of 2011 are expected to range from $0.42 to $0.52, compared to earnings per diluted share of $0.34 in the second quarter of 2010.

For the full 2011 year, the company expects net sales to range between $485 million and $510 million, compared to $331.8 million in 2010. Adjusted pro forma earnings per diluted share for 2011 are expected to range from $2.10 to $2.40, compared to adjusted pro forma earnings per diluted share of $1.27 in 2010.

Conference Call Information
UEI’s management team will hold a conference call today, Thursday, May 5, 2011 at 4:30 p.m. ET / 1:30 p.m. PT, to discuss its first quarter 2011 earnings results, review the quarterly activity and answer questions. To access the call in the U.S. please dial 877-655-6895 and for international calls dial 706-758-0299 approximately 10 minutes prior to the start of the conference. The conference ID is 60888542. The conference call will also be broadcast live over the Internet and available for replay for one year at www.uei.com. In addition, a replay of the call will be available via telephone for two business days, beginning two hours after the call. To listen to the replay, in the U.S., please dial 800-642-1687 and internationally, 706-645-9291. Enter access code 60888542.

Use of Non-GAAP Financial Metrics
Non-GAAP gross margins, Non-GAAP operating expenses, and Non-GAAP net income and earnings per share are supplemental measures of the company’s performance that are not required by, and are not presented in accordance with GAAP. The non-GAAP information does not substitute for any performance measure derived in accordance with GAAP. Non-GAAP gross profit is defined as gross profit excluding charges related to the write-up of inventory and depreciation related to the acquisition. Non-GAAP operating expenses is defined as cash operating expenses excluding acquisition costs and amortization of intangibles. Non-GAAP net income is net income from operations excluding the aforementioned items. A reconciliation of Non-GAAP financial results to GAAP results is included at the end of this press release.

About Universal Electronics Inc.
Founded in 1986, Universal Electronics Inc. (UEI) is the global leader in wireless control technology for the connected home. UEI designs, develops, and delivers innovative solutions that enable consumers to control entertainment devices, digital media, and home systems. The company’s broad portfolio of patented technologies and database of infrared control software have been adopted by many Fortune 500 companies in the consumer electronics, subscription broadcast, and computing industries. UEI sells and licenses wireless control products through distributors and retailers under the One For All^® brand name. For additional information, please visit our website at www.uei.com.

Safe Harbor Statement

This press release contains forward-looking statements that are made pursuant to the Safe-Harbor provisions of the Private Securities Litigation Reform Act of 1995. Words and expressions reflecting something other than historical fact are intended to identify forward-looking statements. These forward-looking statements involve a number of risks and uncertainties, including the ability of the Company to manage product costs and mix; the ability to successfully integrate the operations of Enson and its subsidiaries into our operations; the failure of Enson to perform in accordance with our expectations; the continued effects of the Japanese markets and vendors due to the recent earthquake and subsequent Tsunami; the continued leveraging of the Company’s fixed cost structure resulting in increased profitability and cash flow; general economic conditions; and other factors described in the Company’s filings with the U.S. Securities and Exchange Commission. The actual results that the Company achieves may differ materially from any forward looking statement due to such risks and uncertainties. The Company undertakes no obligations to revise or update any forward-looking statements in order to reflect events or circumstances that may arise after the date of this release.

UNIVERSAL ELECTRONICS INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share-related data)
(Unaudited)

		March 31,				December 31,
		2011				2010
ASSETS
Current assets:
Cash and cash equivalents		$	45,088			$	54,249
Accounts receivable, net			77,159				86,304
Inventories, net			64,463				65,402
Prepaid expenses and other current assets			2,740				2,582
Deferred income taxes			6,259				6,256
Total current assets			195,709				214,793
Property, plant, and equipment, net			77,918				78,097
Goodwill			30,992				30,379
Intangible assets, net			35,215				35,994
Other assets			5,433				5,464
Deferred income taxes			7,743				7,806
Total assets		$	353,010			$	372,533
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	44,000			$	56,086
Notes payable			27,800				35,000
Accrued sales discounts, rebates and royalties			6,076				7,942
Accrued income taxes			2,009				5,873
Accrued compensation			30,573				30,634
Other accrued expenses			13,238				13,157
Total current liabilities			123,696				148,692
Long-term liabilities:
Deferred income taxes			11,371				11,369
Income tax payable			1,212				1,212
Other long-term liabilities			49				56
Total liabilities			136,328				161,329
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.01 par value, 5,000,000 shares authorized; none issued or outstanding			—				—
Common stock, $0.01 par value, 50,000,000 shares authorized; 20,923,123 and 20,877,248 shares issued on March 31, 2011 and December 31, 2010, respectively			209				209
Paid-in capital			168,154				166,940
Accumulated other comprehensive (loss) income			2,210				(489	)
Retained earnings			135,897				134,070
			306,470				300,730
Less cost of common stock in treasury, 5,931,793 and 5,926,071 shares on March 31, 2011 and December 31, 2010, respectively			(89,788	)			(89,526	)
Total stockholders’ equity			216,682				211,204
Total liabilities and stockholders’ equity		$	353,010			$	372,533

UNIVERSAL ELECTRONICS INC.
CONSOLIDATED INCOME STATEMENTS
(In thousands, except per share amounts)
(Unaudited)

		Three Months Ended
		March 31,
		2011				2010
Net sales		$	105,712			$	71,376
Cost of sales			78,133				49,312
Gross profit			27,579				22,064
Research and development expenses			3,257				2,769
Selling, general and administrative expenses			21,787				16,608
Operating income			2,535				2,687
Interest (expense) income, net			(85	)			83
Other (expense) income, net			(34	)			43
Income before provision for income taxes			2,416				2,813
Provision for income taxes			(589	)			(977	)
Net income		$	1,827			$	1,836
Earnings per share:
Basic		$	0.12			$	0.13
Diluted		$	0.12			$	0.13
Shares used in computing earnings per share:
Basic			14,976				13,700
Diluted			15,383				14,093

UNIVERSAL ELECTRONICS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

		Three Months Ended
		March 31,
		2011				2010
Cash provided by operating activities:
Net income		$	1,827			$	1,836
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			4,309				1,579
Provision for doubtful accounts			6				81
Provision for inventory write-downs			882				791
Deferred income taxes			124				184
Tax benefit from exercise of stock options			34				84
Excess tax benefit from stock-based compensation			(158	)			(70	)
Shares issued for employee benefit plan			156				160
Stock-based compensation			1,032				1,185
Changes in operating assets and liabilities:
Accounts receivable			10,559				7,029
Inventories			1,129				(2,415	)
Prepaid expenses and other assets			(83	)			7
Accounts payable and accrued expenses			(15,601	)			(6,209	)
Accrued income taxes			(3,930	)			691
Net cash provided by operating activities			286				4,933
Cash (used for) provided by investing activities:
Acquisition of Enson Assets Limited, net of cash acquired			(138	)			—
Term deposit			—				49,246
Acquisition of property, plant, and equipment			(2,338	)			(1,221	)
Acquisition of intangible assets			(283	)			(439	)
Net cash (used for) provided by investing activities			(2,759	)			47,586
Cash used for financing activities:
Payment of debt			(7,200	)			—
Proceeds from stock options exercised			101				153
Treasury stock purchased			(371	)			(1,327	)
Excess tax benefit from stock-based compensation			158				70
Net cash used for financing activities			(7,312	)			(1,104	)
Effect of exchange rate changes on cash			624				(999	)
Net (decrease) increase in cash and cash equivalents			(9,161	)			50,416
Cash and cash equivalents at beginning of period			54,249				29,016
Cash and cash equivalents at end of period		$	45,088			$	79,432

UNIVERSAL ELECTRONICS INC.
RECONCILIATION OF ADJUSTED PRO FORMA FINANCIAL RESULTS
(In thousands)
(Unaudited)

						Three Months Ended												Three Months Ended
						March 31, 2011				Adjusted								March 31, 2010				Adjusted
		GAAP				Adjustments				Pro Forma				GAAP				Adjustments				Pro Forma
Net sales		$	105,712			$	—			$	105,712			$	71,376			$	—			$	71,376
Cost of sales (2)			78,133				(277	)			77,856				49,312				—				49,312
Gross profit			27,579				277				27,856				22,064				—				22,064
Research and development expenses			3,257				—				3,257				2,769				—				2,769
Selling, general and administrative expenses (1)			21,787				(633	)			21,154				16,608				—				16,608
Operating income			2,535				910				3,445				2,687				—				2,687
Interest (expense) income, net			(85	)			—				(85	)			83				—				83
Other (expense) income, net			(34	)			—				(34	)			43				—				43
Income before provision for income taxes			2,416				910				3,326				2,813				—				2,813
Provision for income taxes (3)			589				145				734				977				—				977
Net income		$	1,827			$	765			$	2,592			$	1,836			$	—			$	1,836
Earnings per share diluted		$	0.12			$	0.05			$	0.17			$	0.13			$	—			$	0.13