Document
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 3, 2016
 
 
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 3, 2016, Universal Electronics Inc. is issuing a press release and holding a conference call regarding its financial results for the third quarter ended September 30, 2016. A copy of this press release is furnished with this Report as Exhibit 99.1 and is incorporated herein by reference.
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 3, 2016.



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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 3, 2016
 
 
 
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 3, 2016



3
Exhibit


Exhibit 99.1

https://cdn.kscope.io/627f92691b98859ec44c9c40d90476f7-ueilogoa14.jpg
Contacts: Paul Arling (UEI) 714.918.9500
Becky Herrick (IR Agency) 415.433.3777


UNIVERSAL ELECTRONICS REPORTS
THIRD QUARTER 2016 FINANCIAL RESULTS
SANTA ANA, CA – November 3, 2016 – Universal Electronics Inc. (UEI), (NASDAQ: UEIC) reported financial results for the three and nine months ended September 30, 2016.
Paul Arling, UEI's Chairman and CEO, stated, “Our third quarter 2016 results reflect the continued solid performance across the business, as Adjusted Pro Forma net sales and diluted earnings per share grew 6% and 21% over the prior year, respectively. Our advanced control technologies continue to be adopted by subscription broadcasting and OEM customers who are introducing next-generation home entertainment platforms around the world. While in various phases of development, this new evolution in home control presents significant long-term opportunities for UEI to increase our market share by deepening existing customer relationships and by adding new ones. In support of our growing market position, we are transitioning manufacturing to our newer, more advanced facilities in China, which underscores our commitment to improving margins, differentiating UEI in the marketplace through enhanced products and maintaining cost effective operations.”
Financial Results for the Three Months Ended September 30: 2016 Compared to 2015
GAAP net sales were $169.2 million, compared to $160.5 million; Adjusted Pro Forma net sales were $170.3 million, compared to $160.5 million.
GAAP gross margins were 24.7%, compared to 26.7%; Adjusted Pro Forma gross margins were 26.1%, compared to 26.9%.
GAAP operating income was $8.1 million, compared to $9.0 million; Adjusted Pro Forma operating income was $15.6 million, compared to $17.2 million.
GAAP net income was $7.8 million, or $0.53 per diluted share, compared to $6.3 million or $0.41 per diluted share; Adjusted Pro Forma net income was $13.9 million, or $0.94 per diluted share, compared to $11.8 million, or $0.78 per diluted share.
At September 30, 2016, cash and cash equivalents were $48.1 million.
Financial Results for the Nine Months Ended September 30: 2016 Compared to 2015
GAAP net sales were $490.8 million, compared to $440.7 million; Adjusted Pro Forma net sales were $494.0 million, compared to $440.7 million.
GAAP gross margins were 25.0%, compared to 27.3%; Adjusted Pro Forma gross margins were 26.0%, compared to 27.5%.
GAAP operating income was $19.1 million, compared to $25.5 million; Adjusted Pro Forma operating income was $39.6 million, compared to $39.8 million.
GAAP net income was $17.1 million, or $1.16 per diluted share, compared to $19.8 million or $1.25 per diluted share; Adjusted Pro Forma net income was $32.5 million, or $2.20 per diluted share, compared to $30.0 million, or $1.89 per diluted share.

Financial Outlook

Bryan Hackworth, UEI’s CFO, stated: “The evolution to more advanced control technologies within the home entertainment environment continues to provide UEI with significant long-term growth opportunities. However, over a dozen new product introductions that were scheduled to launch in the fourth quarter of 2016 have been delayed due to customer issues with readiness of their new, more advanced hardware and software systems. While the impact of these factors is reflected in our fourth quarter 2016 financial guidance, due to the long-term positive trends in our industry, we are reaffirming our long-term financial outlook. We expect average annual sales growth of 5% to 10% and average earnings per share growth of 10% to 20%.”
For the fourth quarter of 2016, the company expects GAAP net sales to range between $159.0 million and $167.0 million, compared to $162.1 million in the fourth quarter of 2015. GAAP earnings per diluted share for the fourth quarter of 2016 are expected to range from $0.29 to $0.39, compared to GAAP earnings per diluted share of $0.64 in the fourth quarter of 2015.

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For the fourth quarter of 2016, the company expects Adjusted Pro Forma net sales to range between $160.0 million and $168.0 million, compared to $162.1 million in the fourth quarter of 2015. Adjusted Pro Forma earnings per diluted share are expected to range from $0.66 to $0.76, compared to Adjusted Pro Forma earnings per diluted share of $0.91 in the fourth quarter of 2015. The fourth quarter Adjusted Pro Forma earnings per diluted share estimate excludes $0.37 per share related to stock-based compensation, amortization of acquired intangibles, factory inefficiencies at an underutilized factory, changes in contingent consideration relating to the acquisition of Ecolink Intelligent Technology, Inc. and the related tax impact of these adjustments.
Conference Call Information
UEI’s management team will hold a conference call today, Thursday, November 3, 2016 at 4:30 p.m. ET / 1:30 p.m. PT, to discuss its third quarter 2016 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 3883368. 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 3883368.
Use of Non-GAAP Financial Metrics
In addition to reporting financial results in accordance with generally accepted accounting principles, or GAAP, UEI provides Adjusted Pro Forma information as additional information for its operating results. References to Adjusted Pro Forma information are to non-GAAP financial measures. These measures are not required by, in accordance with, or an alternative for, GAAP and may be different from non-GAAP financial measures used by other companies. UEI’s management uses these measures for reviewing the financial results of UEI, for budget planning purposes, and for making operational and financial decisions and believes that providing these non-GAAP financial measures to investors, as a supplement to GAAP financial measures, helps investors evaluate UEI’s core operating and financial performance and business trends consistent with how management evaluates such performance and trends.  Additionally, management believes these measures facilitate comparisons with the core operating and financial results and business trends of competitors and other companies.
Adjusted Pro Forma net sales is defined as net sales excluding the impact of stock-based compensation for performance-based warrants. Adjusted Pro Forma gross profit is defined as gross profit excluding stock-based compensation expense, 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, and excess manufacturing overhead. Adjusted Pro Forma operating expenses are defined as operating expenses excluding amortization of intangibles acquired, stock-based compensation expense, employee related restructuring costs, litigation settlement costs, and acquisition related costs and changes in contingent consideration related to the acquisition of the net assets of Ecolink Intelligent Technology, Inc. Adjusted Pro Forma net income is defined as net income excluding the aforementioned items and the related tax effects as well as adjustments to certain deferred tax assets resulting from tax incentives at one of our China factories. Adjusted Pro Forma diluted earnings per share attributable to Universal Electronics Inc. is calculated using Adjusted Pro Forma net income. A reconciliation of these financial measures to the most directly comparable GAAP financial measures is included at the end of this press release.
About Universal Electronics
Universal Electronics Inc. is the worldwide leader in universal control and sensing technologies for the smart home. For more information, please visit www.uei.com/about.

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Note on Forward-looking Statements
This press release and accompanying schedules contain "forward-looking statements" within the meaning of federal securities laws, including net sales, profit margin and earnings trends, estimates and assumptions; our expectations about new product introductions; and similar statements concerning anticipated future events and expectations that are not historical facts. We caution you that these statements are not guarantees of future performance and are subject to numerous risks and uncertainties, including those we identify below and other risk factors that we identify in our most recent annual report on Form 10-K and the periodic reports filed thereafter. Risks that could affect forward-looking statements in this press release include changes in market conditions; the continued adoption of our advanced control technologies by our customers as anticipated by management, the convergence of smart home devices and technologies as anticipated by management, the introduction and acceptance of next-generation home entertainment platforms as expected by management, the pace of the economy; competitive conditions in the industries we serve, including the smart home and residential and commercial security industries; and relationships with our customers and our ability to attract new customers, our ability to successfully and profitably transition our manufacturing operations, and our continued ability to maintain and/or improve our margins and cost effective operations. Any of these factors could cause actual results to differ materially from the expectations we express or imply in this press release. We make these forward-looking statements as of November 3, 2016. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
– Tables Follow –

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UNIVERSAL ELECTRONICS INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share-related data)
(Unaudited)
 
 
September 30, 2016
 
December 31, 2015
ASSETS
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
 
$
48,141

 
$
52,966

Restricted cash
 
4,623

 
4,623

Accounts receivable, net
 
134,438

 
121,801

Inventories, net
 
124,091

 
122,366

Prepaid expenses and other current assets
 
6,741

 
6,217

Income tax receivable
 
441

 
55

Deferred income taxes
 
7,243

 
7,296

Total current assets
 
325,718


315,324

Property, plant, and equipment, net
 
103,117

 
90,015

Goodwill
 
43,162

 
43,116

Intangible assets, net
 
29,615

 
32,926

Deferred income taxes
 
9,112

 
8,474

Long-term restricted cash
 
4,797

 

Other assets
 
5,065

 
5,365

Total assets
 
$
520,586


$
495,220

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
 
Current liabilities:
 
 
 
 
Accounts payable
 
$
102,754

 
$
93,843

Line of credit
 
35,000

 
50,000

Accrued compensation
 
32,406

 
37,452

Accrued sales discounts, rebates and royalties
 
8,666

 
7,618

Accrued income taxes
 
359

 
4,745

Other accrued expenses
 
23,288

 
21,466

Total current liabilities
 
202,473


215,124

Long-term liabilities:
 
 
 
 
Long-term contingent consideration
 
11,600

 
11,751

Deferred income taxes
 
9,972

 
7,891

Income tax payable
 
629

 
629

Other long-term liabilities
 
6,568

 
1,917

Total liabilities
 
231,242


237,312

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; 23,435,769 and 23,176,277 shares issued on September 30, 2016 and December 31, 2015, respectively
 
234

 
232

Paid-in capital
 
246,930

 
228,269

Treasury stock, at cost, 8,864,299 and 8,824,768 shares on September 30, 2016 and December 31, 2015, respectively
 
(212,521
)
 
(210,333
)
Accumulated other comprehensive income (loss)
 
(17,657
)
 
(15,799
)
Retained earnings
 
272,358

 
255,240

Universal Electronics Inc. stockholders' equity
 
289,344


257,609

Noncontrolling interest
 

 
299

Total stockholders’ equity
 
289,344


257,908

Total liabilities and stockholders’ equity
 
$
520,586


$
495,220


4



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

 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2016
 
2015
 
2016
 
2015
Net sales
 
$
169,185

 
$
160,467

 
$
490,829

 
$
440,723

Cost of sales
 
127,400

 
117,658

 
367,941

 
320,225

Gross profit
 
41,785


42,809


122,888


120,498

Research and development expenses
 
4,955

 
4,134

 
15,292

 
12,664

Selling, general and administrative expenses
 
28,709

 
29,642

 
88,465

 
82,298

Operating income
 
8,121


9,033


19,131


25,536

Interest income (expense), net
 
(228
)
 
(16
)
 
(753
)
 
198

Other income (expense), net
 
335

 
(558
)
 
1,726

 
(272
)
Income before provision for income taxes
 
8,228


8,459


20,104


25,462

Provision for income taxes
 
421

 
2,185

 
2,956

 
5,624

Net income
 
7,807


6,274


17,148


19,838

Net income (loss) attributable to noncontrolling interest
 

 
3

 
30

 
3

Net income attributable to Universal Electronics Inc.
 
$
7,807


$
6,271


$
17,118


$
19,835

 
 





 
 
 
 
Earnings per share attributable to Universal Electronics Inc.:
 
 
 
 
 
 
Basic
 
$
0.54


$
0.42


$
1.19


$
1.28

Diluted
 
$
0.53


$
0.41


$
1.16


$
1.25

Shares used in computing earnings per share:
 
 
 
 
 
 
 
 
Basic
 
14,510

 
14,966

 
14,441

 
15,535

Diluted
 
14,848

 
15,230

 
14,740

 
15,834













5



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

 
 
Nine Months Ended September 30,
 
 
2016
 
2015
Cash provided by (used for) operating activities:
 
 
 
 
Net income
 
$
17,148

 
$
19,838

Adjustments to reconcile net income to net cash provided by (used for) operating activities:
 
 
 
 
Depreciation and amortization
 
18,994

 
14,459

Provision for doubtful accounts
 
123

 
189

Provision for inventory write-downs
 
2,398

 
2,258

Deferred income taxes
 
1,413

 
(515
)
Tax benefit from exercise of stock options and vested restricted stock
 
2,230

 
1,023

Excess tax benefit from stock-based compensation
 
(2,292
)
 
(1,071
)
Shares issued for employee benefit plan
 
763

 
734

Employee and director stock-based compensation
 
7,638

 
5,923

Performance-based warrant stock-based compensation
 
3,219

 

Changes in operating assets and liabilities:
 
 
 
 
Restricted cash
 

 
(4,623
)
Accounts receivable
 
(11,359
)
 
(17,851
)
Inventories
 
(4,470
)
 
(20,261
)
Prepaid expenses and other assets
 
(86
)
 
426

Accounts payable and accrued expenses
 
7,699

 
21,821

Accrued income taxes
 
(4,737
)
 
180

Net cash provided by (used for) operating activities
 
38,681


22,530

Cash used for investing activities:
 
 
 
 
Acquisition of property, plant, and equipment
 
(28,914
)
 
(26,376
)
Acquisition of intangible assets
 
(1,373
)
 
(1,877
)
Increase in restricted cash
 
(4,797
)
 

Deposit received toward sale of Guangzhou factory
 
4,797

 

Deconsolidation of Encore Controls LLC
 
48

 

Acquisition of net assets of Ecolink Intelligent Technology, Inc., net of cash acquired
 

 
(12,482
)
Net cash used for investing activities
 
(30,239
)

(40,735
)
Cash provided by (used for) financing activities:
 
 
 
 
Borrowings under line of credit
 
92,987

 
69,500

Repayments on line of credit
 
(107,987
)
 
(22,500
)
Proceeds from stock options exercised
 
4,813

 
1,648

Treasury stock purchased
 
(2,188
)
 
(78,708
)
Excess tax benefit from stock-based compensation
 
2,292

 
1,071

Net cash provided by (used for) financing activities
 
(10,083
)

(28,989
)
Effect of exchange rate changes on cash
 
(3,184
)
 
(1,019
)
Net increase (decrease) in cash and cash equivalents
 
(4,825
)

(48,213
)
Cash and cash equivalents at beginning of year
 
52,966

 
112,521

Cash and cash equivalents at end of period
 
$
48,141


$
64,308

 
 
 
 
 
Supplemental cash flow information:
 
 
 
 
Income taxes paid
 
$
6,034

 
$
3,922

Interest paid
 
$
926

 
$
68


6



UNIVERSAL ELECTRONICS INC.
RECONCILIATION OF ADJUSTED PRO FORMA FINANCIAL RESULTS
(In thousands, except per share amounts)
(Unaudited) 
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2016
 
2015
 
2016
 
2015
Net sales:
 
 
 
 
 
 
 
 
Net sales - GAAP
 
$
169,185

 
$
160,467

 
$
490,829

 
$
440,723

Stock-based compensation for performance-based warrants
 
1,160

 

 
3,219

 

Adjusted Pro Forma net sales
 
$
170,345


$
160,467


$
494,048


$
440,723

 
 
 
 
 
 
 
 
 
Cost of sales:
 
 
 
 
 
 
 
 
Cost of sales - GAAP
 
$
127,400

 
$
117,658

 
$
367,941

 
$
320,225

Depreciation of acquired fixed assets (1)
 
(260
)
 
(241
)
 
(777
)
 
(723
)
Fair value adjustments to acquired inventories (2)
 

 
(51
)
 
(115
)
 
(51
)
Stock-based compensation expense
 
(14
)
 
(10
)
 
(43
)
 
(29
)
Excess manufacturing overhead (3)
 
(1,262
)
 

 
(1,262
)
 

Adjusted Pro Forma cost of sales
 
125,864


117,356


365,744


319,422

Adjusted Pro Forma gross profit
 
$
44,481


$
43,111


$
128,304


$
121,301

 
 
 
 
 
 
 
 
 
Adjusted Pro Forma gross margin
 
26.1
%

26.9
%

26.0
%

27.5
%
 
 
 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
 
 
 
Operating expenses - GAAP
 
$
33,664

 
$
33,776

 
$
103,757

 
$
94,962

Amortization of acquired intangible assets
 
(1,247
)
 
(905
)
 
(3,709
)
 
(2,393
)
Stock-based compensation expense
 
(2,654
)
 
(1,930
)
 
(7,595
)
 
(5,894
)
Employee related restructuring costs
 
(264
)
 
(240
)
 
(1,925
)
 
(366
)
Litigation settlement costs
 

 
(4,627
)
 
(2,000
)
 
(4,627
)
Acquisition related costs
 

 
(179
)
 

 
(179
)
Change in contingent consideration
 
(600
)
 

 
151

 

Adjusted Pro Forma operating expenses
 
$
28,899


$
25,895


$
88,679


$
81,503

 
 
 
 
 
 
 
 
 
Operating income:
 
 
 
 
 
 
 
 
Operating income - GAAP
 
$
8,121

 
$
9,033

 
$
19,131

 
$
25,536

Stock-based compensation for performance-based warrants
 
1,160

 

 
3,219

 

Depreciation of acquired fixed assets (1)
 
260

 
241

 
777

 
723

Fair value adjustments to acquired inventories (2)
 

 
51

 
115

 
51

Excess manufacturing overhead (3)
 
1,262

 

 
1,262

 

Amortization of acquired intangible assets
 
1,247

 
905

 
3,709

 
2,393

Stock-based compensation expense
 
2,668

 
1,940

 
7,638

 
5,923

Employee related restructuring costs
 
264

 
240

 
1,925

 
366

Litigation settlement costs
 

 
4,627

 
2,000

 
4,627

Acquisition related costs
 

 
179

 

 
179

Change in contingent consideration
 
600

 

 
(151
)
 

Adjusted Pro Forma operating income
 
$
15,582


$
17,216


$
39,625


$
39,798

 
 
 
 
 
 
 
 
 
Adjusted Pro Forma operating income as a percentage of net sales
 
9.1
%

10.7
%

8.0
%

9.0
%

7



UNIVERSAL ELECTRONICS INC.
RECONCILIATION OF ADJUSTED PRO FORMA FINANCIAL RESULTS
(In thousands, except per share amounts)
(Unaudited) 
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2016
 
2015
 
2016
 
2015
Net income attributable to Universal Electronics Inc.:
 
 
 
 
 
 
 
 
Net income attributable to Universal Electronics Inc. - GAAP
 
$
7,807

 
$
6,271

 
$
17,118

 
$
19,835

Stock-based compensation for performance-based warrants
 
1,160

 

 
3,219

 

Depreciation of acquired fixed assets (1)
 
260

 
241

 
777

 
723

Fair value adjustments to acquired inventories (2)
 

 
51

 
115

 
51

Excess manufacturing overhead (3)
 
1,262

 

 
1,262

 

Amortization of acquired intangible assets
 
1,247

 
905

 
3,709

 
2,393

Stock-based compensation expense
 
2,668

 
1,940

 
7,638

 
5,923

Employee related restructuring costs
 
264

 
240

 
1,925

 
366

Litigation settlement costs
 

 
4,627

 
2,000

 
4,627

Acquisition related costs
 

 
179

 

 
179

Change in contingent consideration
 
600

 

 
(151
)
 

Income tax provision on pro forma adjustments
 
(2,016
)
 
(2,644
)
 
(5,805
)
 
(4,127
)
Other income tax adjustments (4)
 
691

 

 
691

 

Pro forma adjustments attributable to noncontrolling interest
 

 

 
(11
)
 

Adjusted Pro Forma net income attributable to Universal Electronics Inc.
 
$
13,943


$
11,810


$
32,487


$
29,970

 
 
 
 
 
 
 
 
 
Diluted earnings per share attributable to Universal Electronics Inc.:
 
 
 
 
 
 
 
 
Diluted earnings per share attributable to
Universal Electronics Inc. - GAAP
 
$
0.53

 
$
0.41

 
$
1.16

 
$
1.25

Total pro forma adjustments
 
$
0.41

 
$
0.36

 
$
1.04

 
$
0.64

Adjusted Pro Forma diluted earnings per share attributable to
Universal Electronics Inc.
 
$
0.94

 
$
0.78

 
$
2.20

 
$
1.89

(1) 
Depreciation related to the mark-up from cost to fair value of fixed assets acquired in business combinations.
(2) 
Effect of fair value adjustments to inventories acquired as a part of the Ecolink Intelligent Technology, Inc. business combination and sold through during the period.
(3) 
Excess manufacturing overhead incurred resulting from the transition of manufacturing activities from our Guangzhou factory to our other three China factories.
(4) 
Effect of net deferred tax asset adjustments resulting from a lower statutory tax rate due to tax incentives at one of our China factories.


###




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