8-K
UNITED STATES
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): November 5, 2015
 
 
UNIVERSAL ELECTRONICS INC.
(Exact name of Registrant as specified in its charter)
 
 
 
 
 
 
 
 
Delaware
 
0-21044
 
33-0204817
(State or other jurisdiction
 
(Commission File No.)
 
(I.R.S. Employer
of incorporation or organization)
 
 
 
Identification No.)
201 E. Sandpointe Avenue, 8th Floor
Santa Ana, CA 92707
(Address of principal executive offices, with Zip Code)
(714) 918-9500
(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:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





TABLE OF CONTENTS
 
 
 
EXHIBIT 99.1
 




Table of Contents


Item 2.02    Results of Operations and Financial Condition
On November 5, 2015, Universal Electronics Inc. (“UEI”) is issuing a press release and holding a conference call regarding its financial results for the third quarter ended September 30, 2015. 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.
Use of Adjusted Pro Forma Financial Information
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
 
(d)
Exhibits. The following exhibit is furnished with this report.
99.1    Press Release of Universal Electronics Inc. dated November 5, 2015.



1

Table of Contents


SIGNATURE
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.
 
 
 
 
 
 
 
 
 
 
 
 
Universal Electronics Inc.
 
 
 
 
Date: November 5, 2015
 
 
 
By:
 
/s/ Bryan Hackworth
 
 
 
 
 
 
Bryan Hackworth
 
 
 
 
 
 
Chief Financial Officer
(Principal Financial Officer)



2

Table of Contents

INDEX TO EXHIBITS

 
 
 
 
Exhibit Number
 
Description
99.1
 
Press Release Dated November 5, 2015



3
Exhibit


Exhibit 99.1

Contacts: Paul Arling (UEI) 714.918.9500
Becky Herrick (IR Agency) 415.433.3777


UNIVERSAL ELECTRONICS REPORTS THIRD QUARTER 2015 FINANCIAL RESULTS
- Fourth quarter 2015 financial guidance represents all-time highs in both net sales and EPS -
SANTA ANA, CA – November 5, 2015 – Universal Electronics Inc. (UEI), (NASDAQ: UEIC) reported financial results for the three and nine months ended September 30, 2015.
Paul Arling, UEI's Chairman and CEO, stated: "Our third quarter 2015 net sales represented 9% growth over the same quarter last year. We are just beginning to see the positive impacts of the rollout of advanced remote control technologies, and we anticipate it will continue building into our fourth quarter and beyond as our customers ramp into their new product releases. The world is changing as consumers require more advanced functionality and increased simplification, which is exactly where UEI excels as we help our customers provide devices and technologies that meet both requirements."
"We remain on plan with the integration of Ecolink Intelligent Technology, the acquisition which we announced on August 6, 2015. Ecolink is a leading provider of wireless security, sensing and home automation products and services. The acquisition provides us access to an exciting opportunity in the emerging and rapidly expanding smart home industry. We are currently working on several new products in this market, which we expect to introduce with our industry partners throughout 2016."
Adjusted Pro Forma Financial Results for the Three Months Ended September 30: 2015 Compared to 2014
Net sales were $160.5 million, compared to $147.8 million.
Business Category revenue was $148.6 million, compared to $135.2 million. The Business Category contributed 92.6% of total net sales, compared to 91.5%.
Consumer Category revenue was $11.9 million, compared to $12.6 million. The Consumer Category contributed 7.4% of total net sales, compared to 8.5%.
Gross margins were 26.9%, compared to 30.7%.
Operating expenses were $25.9 million, compared to $28.9 million.
Operating income was $17.2 million, compared to $16.4 million.
Net income was $11.8 million, or $0.78 per diluted share, compared to $12.9 million, or $0.80 per diluted share.
At September 30, 2015, cash and cash equivalents were $64.3 million.
Adjusted Pro Forma Financial Results for the Nine Months Ended September 30: 2015 Compared to 2014
Net sales were $440.7 million, compared to $423.9 million.
Gross margins were 27.5%, compared to 29.7%.
Operating expenses were $81.5 million, compared to $86.3 million.
Operating income was $39.8 million, compared to $39.7 million.
Net income was $30.0 million, or $1.89 per diluted share, compared to $29.8 million, or $1.85 per diluted share.
Bryan Hackworth, Senior Vice President and CFO, stated: "During the third quarter, we repurchased approximately 945,000 shares for $44.4 million representing an average price of approximately $47 per share. Looking ahead, we expect to continue to buy back our shares as the promising trends in our industry and our growing market position support our positive long-term outlook."
Financial Outlook
"Our fourth quarter 2015 financial guidance reflects the accelerated rollout of advanced remote control technologies among our customer base. As a result, we expect the fourth quarter will be the largest quarter in our long history in both net sales and earnings per share," stated Hackworth.

1



For the fourth quarter of 2015, the company expects net sales to range between $159.0 million and $167.0 million, compared to $138.4 million in the fourth quarter of 2014. Adjusted pro forma earnings per diluted share for the fourth quarter of 2015 are expected to range from $0.79 to $0.89, compared to adjusted pro forma earnings per diluted share of $0.70 in the fourth quarter of 2014.
Conference Call Information
UEI’s management team will hold a conference call today, Thursday, November 5, 2015 at 4:30 p.m. ET / 1:30 p.m. PT, to discuss its third quarter 2015 earnings results, review recent activity and answer questions. To access the call in the U.S. please dial 877-843-0414 and for international calls dial 315-625-3071 approximately 10 minutes prior to the start of the conference. The conference ID is 64007983. 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 855-859-2056 and internationally, 404-537-3406. Enter access code 64007983.
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 cost of goods sold and depreciation expense related to the increase in inventories and fixed assets from cost to fair market value resulting from acquisitions. Non-GAAP operating expenses are defined as operating expenses excluding amortization of intangibles acquired, employee related restructuring costs, stock-based compensation expense, a court ordered award to a defendant in a lawsuit for a portion of its legal fees and acquisition related expenses. Non-GAAP net income is defined as net income from operations excluding the aforementioned items and the related tax effects. A reconciliation of Non-GAAP financial results to GAAP results is included at the end of this press release.
About Universal Electronics
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, 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 company’s ability to maintain and build its relationships with key customers; the company’s ability to anticipate the needs and wants of its customers and timely develop and deliver products that will meet those needs and wants; the significant percentage of our revenues attributable to a limited number of customers, the timing of new product rollout orders from the company’s customers as anticipated by management; the continued trend of the home entertainment industry in providing consumers with more advanced technologies; the successful integration of the Ecolink assets and business lines; the timely development, delivery and market acceptance of products and technologies such as home security, home automation, wireless sensors and other technologies identified in this release; the continued penetration and growth of next generation consumer technologies; management's ability to manage its business to achieve its revenue and earnings as guided; the continued ability to identify and execute on opportunities that maximize stockholder value, including the effects repurchasing the company’s shares have on the company’s stock value; and the other factors described in the company's filings with the U.S. Securities and Exchange Commission. The actual results 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.
– Tables Follow –

2



UNIVERSAL ELECTRONICS INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share-related data)
(Unaudited)
 
 
September 30, 2015
 
December 31, 2014
ASSETS
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
 
$
64,308

 
$
112,521

Restricted cash
 
4,623

 

Accounts receivable, net
 
112,054

 
97,989

Inventories, net
 
112,998

 
97,474

Prepaid expenses and other current assets
 
6,462

 
6,856

Income tax receivable
 
56

 
77

Deferred income taxes
 
5,175

 
5,048

Total current assets
 
305,676


319,965

Property, plant, and equipment, net
 
89,060

 
76,135

Goodwill
 
43,381

 
30,739

Intangible assets, net
 
33,952

 
24,614

Deferred income taxes
 
6,643

 
6,146

Other assets
 
5,516

 
5,471

Total assets
 
$
484,228


$
463,070

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
 
Current liabilities:
 
 
 
 
Accounts payable
 
$
90,762

 
$
69,991

Line of credit
 
47,000

 

Accrued compensation
 
32,782

 
40,656

Accrued sales discounts, rebates and royalties
 
6,491

 
8,097

Accrued income taxes
 
4,326

 
4,263

Deferred income taxes
 

 

Other accrued expenses
 
21,380

 
13,358

Total current liabilities
 
202,741


136,365

Long-term liabilities:
 
 
 
 
Long-term contingent consideration
 
11,200

 

Deferred income taxes
 
8,684

 
8,456

Income tax payable
 
566

 
566

Other long-term liabilities
 
1,976

 
2,062

Total liabilities
 
225,167


147,449

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; 23,100,243 and 22,909,884 shares issued on September 30, 2015 and December 31, 2014, respectively
 
231

 
229

Paid-in capital
 
224,036

 
214,710

Treasury stock, at cost, 8,601,895 and 7,008,475 shares on September 30, 2015 and December 31, 2014, respectively
 
(199,646
)
 
(120,938
)
Accumulated other comprehensive income (loss)
 
(11,842
)
 
(4,446
)
Retained earnings
 
245,901

 
226,066

Universal Electronics Inc. stockholders' equity
 
258,680


315,621

Non-controlling interest
 
381

 

Total stockholders’ equity
 
259,061


315,621

Total liabilities and stockholders’ equity
 
$
484,228


$
463,070


3




UNIVERSAL ELECTRONICS INC.
CONSOLIDATED INCOME STATEMENTS
(In thousands, except per share amounts)
(Unaudited) 
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2015
 
2014
 
2015
 
2014
Net sales
 
$
160,467

 
$
147,780

 
$
440,723

 
$
423,940

Cost of sales
 
117,658

 
102,665

 
320,225

 
298,721

Gross profit
 
42,809


45,115


120,498


125,219

Research and development expenses
 
4,134

 
4,210

 
12,664

 
12,606

Selling, general and administrative expenses
 
29,642

 
27,120

 
82,298

 
81,164

Operating income
 
9,033


13,785


25,536


31,449

Interest income (expense), net
 
(16
)
 
66

 
198

 
(21
)
Other income (expense), net
 
(558
)
 
(655
)
 
(272
)
 
(1,338
)
Income before provision for income taxes
 
8,459


13,196


25,462


30,090

Provision for income taxes
 
2,185

 
2,325

 
5,624

 
6,458

Net income
 
6,274


10,871


19,838


23,632

Net income attributable to non-controlling interest
 
3

 

 
3

 

Net income attributable to Universal Electronics Inc.
 
$
6,271


$
10,871


$
19,835


$
23,632

 
 





 





Earnings per share attributable to Universal Electronics Inc.:
 
 
 
 
 
 
Basic
 
$
0.42


$
0.69


$
1.28


$
1.50

Diluted
 
$
0.41


$
0.68


$
1.25


$
1.46

Shares used in computing earnings per share:
 
 
 
 
 
 
 
 
Basic
 
14,966

 
15,723

 
15,535

 
15,764

Diluted
 
15,230

 
16,103

 
15,834

 
16,135













4




UNIVERSAL ELECTRONICS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited) 
 
 
Nine Months Ended September 30,
 
 
2015
 
2014
Cash provided by operating activities:
 
 
 
 
Net income
 
$
19,838

 
$
23,632

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
Depreciation and amortization
 
14,459

 
13,445

Provision for doubtful accounts
 
189

 
16

Provision for inventory write-downs
 
2,258

 
2,385

Deferred income taxes
 
(515
)
 
777

Tax benefit from exercise of stock options and vested restricted stock
 
1,023

 
2,141

Excess tax benefit from stock-based compensation
 
(1,071
)
 
(2,124
)
Shares issued for employee benefit plan
 
734

 
703

Stock-based compensation
 
5,923

 
4,831

Changes in operating assets and liabilities:
 
 
 
 
Restricted cash
 
(4,623
)
 

Accounts receivable
 
(17,851
)
 
(13,988
)
Inventories
 
(20,261
)
 
(577
)
Prepaid expenses and other assets
 
426

 
(403
)
Accounts payable and accrued expenses
 
21,821

 
13,647

Accrued income taxes
 
180

 
(1,138
)
Net cash provided by operating activities
 
22,530


43,347

Cash used for investing activities:
 
 
 
 
Acquisition of net assets of Ecolink Intelligent Technology, Inc., net of cash acquired
 
(12,482
)
 

Acquisition of property, plant, and equipment
 
(26,376
)
 
(12,480
)
Acquisition of intangible assets
 
(1,877
)
 
(1,374
)
Net cash used for investing activities
 
(40,735
)

(13,854
)
Cash provided by (used for) financing activities:
 
 
 
 
Borrowings under line of credit
 
69,500

 

Repayments on line of credit
 
(22,500
)
 

Proceeds from stock options exercised
 
1,648

 
6,400

Treasury stock purchased
 
(78,708
)
 
(15,184
)
Excess tax benefit from stock-based compensation
 
1,071

 
2,124

Net cash provided by (used for) financing activities
 
(28,989
)

(6,660
)
Effect of exchange rate changes on cash
 
(1,019
)
 
(43
)
Net increase (decrease) in cash and cash equivalents
 
(48,213
)

22,790

Cash and cash equivalents at beginning of year
 
112,521

 
76,174

Cash and cash equivalents at end of period
 
$
64,308


$
98,964

 
 
 
 
 
Supplemental cash flow information:
 
 
 
 
Income taxes paid
 
$
3,922

 
$
4,091

Interest paid
 
$
68

 
$




5



UNIVERSAL ELECTRONICS INC.
RECONCILIATION OF ADJUSTED PRO FORMA FINANCIAL RESULTS
(In thousands, except per share amounts)
(Unaudited) 
 
 
Three Months Ended September 30, 2015
 
Three Months Ended September 30, 2014
 
 
GAAP
 
Adjustments
 
Adjusted
Pro Forma
 
GAAP
 
Adjustments
 
Adjusted
Pro Forma
Net sales
 
$
160,467

 
$

 
$
160,467

 
$
147,780

 
$

 
$
147,780

Cost of sales (1)
 
117,658

 
(302
)
 
117,356

 
102,665

 
(236
)
 
102,429

Gross profit
 
42,809

 
302

 
43,111

 
45,115

 
236

 
45,351

Research and development expenses (2)
 
4,134

 
(94
)
 
4,040

 
4,210

 
(60
)
 
4,150

Selling, general and administrative expenses (3)
 
29,642

 
(7,787
)
 
21,855

 
27,120

 
(2,332
)
 
24,788

Operating income
 
9,033

 
8,183

 
17,216

 
13,785

 
2,628

 
16,413

Interest income (expense), net
 
(16
)
 

 
(16
)
 
66

 

 
66

Other income (expense), net
 
(558
)
 

 
(558
)
 
(655
)
 

 
(655
)
Income before provision for income taxes
 
8,459

 
8,183

 
16,642

 
13,196

 
2,628

 
15,824

Provision for income taxes (4)
 
2,185

 
2,644

 
4,829

 
2,325

 
649

 
2,974

Net income
 
6,274

 
5,539


11,813

 
10,871

 
1,979

 
12,850

Net income attributable to non-controlling interest
 
3

 

 
3

 

 

 

Net income attributable to Universal Electronics Inc.
 
$
6,271


$
5,539


$
11,810


$
10,871


$
1,979


$
12,850

Diluted earnings per share attributable to Universal Electronics Inc.
 
$
0.41

 
$
0.36

 
$
0.78

 
$
0.68

 
$
0.12

 
$
0.80


 
 
Nine Months Ended September 30, 2015
 
Nine Months Ended September 30, 2014
 
 
GAAP
 
Adjustments
 
Adjusted
Pro Forma
 
GAAP
 
Adjustments
 
Adjusted
Pro Forma
Net sales
 
$
440,723

 
$

 
$
440,723

 
$
423,940

 
$

 
$
423,940

Cost of sales (5)
 
320,225

 
(803
)
 
319,422

 
298,721

 
(707
)
 
298,014

Gross profit
 
120,498

 
803

 
121,301

 
125,219

 
707

 
125,926

Research and development expenses (6)
 
12,664

 
(305
)
 
12,359

 
12,606

 
(261
)
 
12,345

Selling, general and administrative expenses (7)
 
82,298

 
(13,154
)
 
69,144

 
81,164

 
(7,234
)
 
73,930

Operating income
 
25,536

 
14,262

 
39,798

 
31,449

 
8,202

 
39,651

Interest income (expense), net
 
198

 

 
198

 
(21
)
 

 
(21
)
Other income (expense), net
 
(272
)
 

 
(272
)
 
(1,338
)
 

 
(1,338
)
Income before provision for income taxes
 
25,462

 
14,262

 
39,724

 
30,090

 
8,202

 
38,292

Provision for income taxes (8)
 
5,624

 
4,127

 
9,751

 
6,458

 
1,995

 
8,453

Net income
 
19,838

 
10,135

 
29,973

 
23,632

 
6,207

 
29,839

Net income attributable to non-controlling interest
 
3

 

 
3

 

 

 

Net income attributable to Universal Electronics Inc.
 
$
19,835


$
10,135


$
29,970


$
23,632


$
6,207


$
29,839

Diluted earnings per share attributable to Universal Electronics Inc.
 
$
1.25

 
$
0.64

 
$
1.89

 
$
1.46

 
$
0.38

 
$
1.85



6



(1)
To reflect depreciation expense of $0.2 million for each of the three months ended September 30, 2015 and 2014 related to the mark-up in fixed assets from cost to fair value as a result of acquisitions. Also, to reflect the effect of fair value adjustments to inventories sold through during the one month period ended September 30, 2015 of $0.1 million. The inventory fair value adjustments relate to inventories purchased as a part of the Ecolink Intelligent Technology, Inc. acquisition.
(2)
To reflect stock-based compensation expense for the three months ended September 30, 2015 and 2014.
(3) 
To reflect amortization expense of $0.9 million and $0.7 million for the three months ended September 30, 2015 and 2014, respectively, related to intangible assets acquired as part of acquisitions; to reflect stock-based compensation expense of $1.8 million and $1.5 million for the three months ended September 30, 2015 and 2014, respectively; to reflect other employee related restructuring costs of $0.2 million and $0.1 million for the three months ended September 30, 2015 and 2014, respectively; and to reflect $4.6 million related to a court ordered award to a defendant in a lawsuit for a portion of its legal fees and $0.2 million of acquisition related expenses for the three months ended September 30, 2015.
(4) 
To reflect the tax effect of the adjustments.
(5) 
To reflect depreciation expense of $0.7 million for each of the nine months ended September 30, 2015 and 2014 related to the mark-up in fixed assets from cost to fair value as a result of acquisitions. Also, to reflect the effect of fair value adjustments to inventories sold through during the one month period ended September 30, 2015 of $0.1 million. The inventory fair value adjustments relate to inventories purchased as a part of the Ecolink Intelligent Technology, Inc. acquisition.
(6) 
To reflect stock-based compensation expense for the nine months ended September 30, 2015 and 2014.
(7) 
To reflect amortization expense of $2.4 million and $2.2 million for the nine months ended September 30, 2015 and 2014, respectively, related to intangible assets acquired as part of acquisitions; to reflect stock-based compensation expense of $5.6 million and $4.6 million for the nine months ended September 30, 2015 and 2014, respectively; to reflect other employee related restructuring costs of $0.4 million for each of the nine months ended September 30, 2015 and 2014; and to reflect $4.6 million related to a court ordered award to a defendant in a lawsuit for a portion of its legal fees and $0.2 million of acquisition related expenses for the nine months ended September 30, 2015.
(8) 
To reflect the tax effect of the adjustments.


###




7