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): February 20, 2020
 
 
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.)
15147 N. Scottsdale Road, Suite H300
Scottsdale, Arizona 85254-2494
(Address of principal executive offices, with Zip Code)
(480) 530-3000
(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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbols
Name of each exchange on which registered
Common Stock, par value $0.01 per share
UEIC
The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨



TABLE OF CONTENTS
 
 
 
EXHIBIT 99.1
 




Table of Contents


Item 2.02    Results of Operations and Financial Condition
On February 20, 2020, Universal Electronics Inc. is issuing a press release and holding a conference call regarding its financial results for the fourth quarter and full year ended December 31, 2019. 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 February 20, 2020.



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: February 20, 2020
 
 
 
By:
 
/s/ Bryan Hackworth
 
 
 
 
 
 
Bryan Hackworth
 
 
 
 
 
 
Chief Financial Officer
(Principal Financial Officer)



2

Table of Contents

INDEX TO EXHIBITS

 
 
 
 
Exhibit Number
 
Description
99.1
 



3
Exhibit


Exhibit 99.1

https://cdn.kscope.io/00c8ec404e0a8cf6eb8edcadc40a2185-ueilogoa37.jpg


UNIVERSAL ELECTRONICS REPORTS
FOURTH QUARTER AND YEAR-END 2019 FINANCIAL RESULTS
SCOTTSDALE, AZ – February 20, 2020 – Universal Electronics Inc. (UEI), (NASDAQ: UEIC) reported financial results for the three and twelve months ended December 31, 2019.

“In 2019, we posted the highest annual Adjusted Non-GAAP net sales and EPS in our 34-year history of $751.7 million and $3.55, respectively,” said Paul Arling, UEI’s chairman and CEO. “Over the past year, we invested in innovation to increase our competitive edge and drive long-term growth; we enriched our product mix to favor higher margin advanced solutions; and we implemented initiatives to improve productivity globally. Our efforts to increase profitability are coming to fruition, as we achieved our highest gross and operating margins in four years. Combined with strategic product development, we have better positioned UEI to flourish in the ever evolving and expanding arena of sensing and control technologies for the smart home in 2020 and beyond.”
Financial Results for the Three Months Ended December 31: 2019 Compared to 2018
GAAP net sales were $174.7 million, compared to $170.3 million; Adjusted Non-GAAP net sales were $174.8 million, compared to $168.3 million.
GAAP gross margins were 28.5%, compared to 22.0%; Adjusted Non-GAAP gross margins were 29.3%, compared to 28.7%.
GAAP operating income was $11.5 million, compared to $2.6 million; Adjusted Non-GAAP operating income was $17.3 million, compared to $16.4 million.
GAAP net income was $7.0 million, or $0.49 per diluted share, compared to a GAAP net loss of $11.1 million or $0.80 per diluted share; Adjusted Non-GAAP net income was $12.8 million, or $0.90 per diluted share, compared to $11.7 million, or $0.84 per diluted share.
Net cash provided by operating activities was $45.3 million for the fourth quarter and $85.3 million for the year, both records for UEI.
Financial Results for the Twelve Months Ended December 31: 2019 Compared to 2018
GAAP net sales were $753.5 million, compared to $680.2 million; Adjusted Non-GAAP net sales were $751.7 million, compared to $678.5 million.
GAAP net income was $3.6 million, or $0.26 per diluted share, compared to $11.9 million or $0.85 per diluted share; Adjusted Non-GAAP net income was $50.1 million, or $3.55 per diluted share, compared to $29.7 million, or $2.11 per diluted share.

Financial Outlook
For the first quarter of 2020, excluding any potential impact related to the COVID-19 virus, the company expects GAAP net sales to range between $170 million and $180 million, compared to $184.2 million in the first quarter of 2019. GAAP earnings per diluted share for the first quarter of 2020 are expected to range from $0.36 to $0.46, compared to GAAP loss per diluted share of $0.07 in the first quarter of 2019.
For the first quarter of 2020, excluding any potential impact related to the COVID-19 virus, the company expects Adjusted Non-GAAP net sales to range between $170 million and $180 million, compared to $182.7 million in the first quarter of 2019. Adjusted Non-GAAP earnings per diluted share are expected to range from $0.90 to $1.00 compared to Adjusted Non-GAAP earnings per diluted share of $0.82 in the first quarter of 2019.
The COVID-19 virus may impact first quarter 2020 by shifting up to $10 million of net sales to second quarter 2020. As a result, EPS for the first quarter of 2020 may be lower by $0.12 to $0.15 cents. Management is working diligently to mitigate any negative impact; however, the final outcome remains uncertain at this time.
The first quarter 2020 Adjusted Non-GAAP earnings per diluted share estimate excludes $0.54 per share related to, among other things, additional Section 301 U.S. tariffs on goods manufactured in China, excess manufacturing overhead and factory transition costs, stock-based compensation, amortization of acquired intangibles, changes in contingent consideration relating to acquisitions, foreign currency gains and losses, restructuring costs and the related tax impact of these adjustments. For a more detailed explanation

1



of Non-GAAP measures, please see the Use of Non-GAAP Financial Metrics discussion and the Reconciliation of Adjusted Non-GAAP Financial Results, each located elsewhere in this press release.
Conference Call Information

UEI’s management team will hold a conference call today, Thursday, February 20, 2020 at 4:30 p.m. ET / 1:30 p.m. PT, to discuss its fourth quarter and full year 2019 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 7698605. The conference call will also be broadcast live at www.uei.com where it will be available for replay for one year. In addition, a replay 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 dial 404-537-3406. The access code is 7698605.
Use of Non-GAAP Financial Metrics
In addition to reporting financial results in accordance with generally accepted accounting principles, or GAAP, UEI provides Adjusted Non-GAAP information as additional information for its operating results. References to Adjusted Non-GAAP 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 Non-GAAP net sales is defined as net sales excluding the revenue impact of the additional Section 301 U.S. tariffs on products manufactured in China and imported into the U.S. and the impact of stock-based compensation for performance-based warrants. Adjusted Non-GAAP gross profit is defined as gross profit excluding the impact of the additional Section 301 U.S. tariffs on products manufactured in China and imported into the U.S. and costs of implementing countermeasures to mitigate this impact, excess manufacturing overhead and factory transition costs, impairment expenses related to the disposal of the company's Ohio call center, stock-based compensation expense, depreciation expense related to the increase in fixed assets from cost to fair market value resulting from acquisitions and amortization of intangibles acquired. Adjusted Non-GAAP operating expenses are defined as operating expenses excluding costs incurred related to implementing countermeasures to mitigate the impact of the additional Section 301 U.S. tariffs on products manufactured in China and imported into the U.S., stock-based compensation expense, amortization of intangibles acquired, changes in contingent consideration related to acquisitions and employee related restructuring and other costs. Adjusted Non-GAAP net income is defined as net income excluding the aforementioned items, foreign currency gains and losses, the net gain recognized on the sale of the company's Guangzhou factory, the related tax effects of all adjustments as well as the effect of certain net deferred tax asset adjustments and income tax expense representing the impact of the U.S. Tax Cuts and Jobs Act. Adjusted Non-GAAP diluted earnings per share is calculated using Adjusted Non-GAAP 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.
Contacts
Paul Arling, Chairman & CEO, UEI 480.530.3000
Kirsten Chapman, LHA Investor Relations 415.433.3777
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 the effect of global and regional economic conditions on our business, including effects on purchasing decisions by consumers and businesses; the timely development and

2



delivery of our products and technologies that will be accepted by our customers, including with our voice-enabled advanced control products; the effect that shifts in the mix of products and services and in the geographic, currency or channel mix, component cost increases, price competition, or the introduction of new products or services, including new products or services with higher cost structures, could have on the company achieving its growth, net sales, margins, and earnings as guided and as anticipated, including management’s ability to improve margins, operating costs and efficiencies at acceptable levels through cost containment efforts; the continued availability on acceptable terms, or at all, of certain components and services essential to our business, including components that may only be available from single or limited sources; the ability of the company to comply with laws and regulations regarding data protection; the continued service and availability of key executives and employees; the effects that public health issues, including the outbreak of COVID-19 have on our business, including the restrictions that local, provincial and national governments have placed on our China factories and other offices, our workforce, and our suppliers and logistics providers that could disrupt supply or delivery of our products and management’s ability to mitigate those effects; and the effects that complex and changes in laws, regulations and policies may have on our business including the impact that trade regulations pertaining to importation of our products and the tariffs imposed upon them. 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 February 20, 2020. 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 –

3



UNIVERSAL ELECTRONICS INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share-related data)
(Unaudited)
 
 
December 31, 2019
 
December 31, 2018
ASSETS
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
 
$
74,302

 
$
53,207

Accounts receivable, net
 
139,198

 
144,689

Contract assets
 
12,579

 
25,572

Inventories, net
 
145,135

 
144,350

Prepaid expenses and other current assets
 
6,733

 
11,638

Income tax receivable
 
805

 
997

Total current assets
 
378,752

 
380,453

Property, plant and equipment, net
 
90,732

 
95,840

Goodwill
 
48,447

 
48,485

Intangible assets, net
 
19,830

 
24,370

Operating lease right-of-use assets
 
19,826

 

Deferred income taxes
 
4,409

 
1,833

Other assets
 
2,163

 
4,615

Total assets
 
$
564,159

 
$
555,596

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
 
Current liabilities:
 
 
 
 
Accounts payable
 
$
102,588

 
$
107,282

Line of credit
 
68,000

 
101,500

Accrued compensation
 
43,668

 
33,965

Accrued sales discounts, rebates and royalties
 
9,766

 
9,574

Accrued income taxes
 
6,989

 
3,524

Other accrued liabilities
 
35,445

 
24,011

Total current liabilities
 
266,456

 
279,856

Long-term liabilities:
 
 
 
 
Operating lease obligations
 
15,639

 

Long-term contingent consideration
 
4,349

 
8,435

Deferred income taxes
 
1,703

 
930

Income tax payable
 
1,600

 
1,647

Other long-term liabilities
 
13

 
1,768

Total liabilities
 
289,760

 
292,636

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; 24,118,088 and 23,932,703 shares issued on December 31, 2019 and 2018, respectively
 
241

 
239

Paid-in capital
 
288,338

 
276,103

Treasury stock, at cost, 10,174,199 and 10,116,459 shares on December 31, 2019 and 2018, respectively
 
(277,817
)
 
(275,889
)
Accumulated other comprehensive income (loss)
 
(22,781
)
 
(20,281
)
Retained earnings
 
286,418

 
282,788

Total stockholders’ equity
 
274,399

 
262,960

Total liabilities and stockholders’ equity
 
$
564,159

 
$
555,596


4



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

 
 
Three Months Ended December 31,
 
Twelve Months Ended December 31,
 
 
2019
 
2018
 
2019
 
2018
Net sales
 
$
174,694

 
$
170,303

 
$
753,477

 
$
680,241

Cost of sales
 
124,837

 
132,776

 
583,274

 
538,437

Gross profit
 
49,857

 
37,527

 
170,203

 
141,804

Research and development expenses
 
7,528

 
6,112

 
29,412

 
23,815

Selling, general and administrative expenses
 
30,878

 
28,843

 
125,476

 
119,654

Operating income (loss)
 
11,451

 
2,572

 
15,315

 
(1,665
)
Interest income (expense), net
 
(830
)
 
(1,164
)
 
(3,918
)
 
(4,690
)
Gain on sale of Guangzhou factory
 

 

 

 
36,978

Other income (expense), net
 
(569
)
 
(506
)
 
(995
)
 
(4,457
)
Income before provision for income taxes
 
10,052

 
902

 
10,402

 
26,166

Provision for income taxes
 
3,025

 
12,009

 
6,772

 
14,242

Net income (loss)
 
$
7,027

 
$
(11,107
)
 
$
3,630

 
$
11,924

 
 
 
 
 
 
 
 
 
Earnings (loss) per share:
 
 
 
 
 
 
Basic
 
$
0.50

 
$
(0.80
)
 
$
0.26

 
$
0.85

Diluted
 
$
0.49

 
$
(0.80
)
 
$
0.26

 
$
0.85

Shares used in computing earnings (loss) per share:
 
 
 
 
 
 
 
 
Basic
 
13,931

 
13,804

 
13,879

 
13,948

Diluted
 
14,286

 
13,804

 
14,109

 
14,060













5



UNIVERSAL ELECTRONICS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 
 
Year Ended December 31,
 
 
2019
 
2018
Cash provided by operating activities:
 
 
 
 
Net income
 
$
3,630

 
$
11,924

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
Depreciation and amortization
 
31,926

 
33,602

Provision for doubtful accounts
 
441

 
305

Provision for inventory write-downs
 
17,667

 
8,655

Gain on sale of Guangzhou factory
 

 
(36,978
)
Deferred income taxes
 
(1,779
)
 
3,967

Shares issued for employee benefit plan
 
947

 
1,062

Employee and director stock-based compensation
 
8,845

 
8,820

Performance-based common stock warrants
 
1,997

 
163

Impairment of long-term assets
 
1,506

 
4,907

Changes in operating assets and liabilities:
 
 
 
 
Accounts receivable and contract assets
 
17,203

 
5,455

Inventories
 
(19,581
)
 
(19,870
)
Prepaid expenses and other assets
 
4,648

 
(587
)
Accounts payable and accrued liabilities
 
14,233

 
(7,386
)
Accrued income taxes
 
3,574

 
(1,184
)
Net cash provided by operating activities
 
85,257

 
12,855

Cash provided by (used for) investing activities:
 
 
 
 
Proceeds from sale of Guangzhou factory
 

 
51,291

Acquisitions of property, plant and equipment
 
(21,313
)
 
(20,142
)
Refund of deposit received toward sale of Guangzhou factory
 

 
(5,053
)
Acquisitions of intangible assets
 
(2,655
)
 
(2,521
)
Net cash provided by (used for) investing activities
 
(23,968
)
 
23,575

Cash provided by (used for) financing activities:
 
 
 
 
Borrowings under line of credit
 
72,500

 
68,000

Repayments on line of credit
 
(106,000
)
 
(104,500
)
Proceeds from stock options exercised
 
448

 
864

Treasury stock purchased
 
(1,928
)
 
(13,824
)
Contingent consideration payments in connection with business combinations
 
(4,251
)
 
(3,858
)
Net cash provided by (used for) financing activities
 
(39,231
)
 
(53,318
)
Effect of exchange rate changes on cash, cash equivalents and restricted cash
 
(963
)
 
2,756

Net increase (decrease) in cash, cash equivalents and restricted cash
 
21,095

 
(14,132
)
Cash, cash equivalents and restricted cash at beginning of year
 
53,207

 
67,339

Cash, cash equivalents and restricted cash at end of period
 
$
74,302

 
$
53,207

 
 
 
 
 
Supplemental cash flow information:
 
 
 
 
Income taxes paid
 
$
7,275

 
$
7,658

Interest paid
 
$
4,403

 
$
4,981


6



UNIVERSAL ELECTRONICS INC.
RECONCILIATION OF ADJUSTED NON-GAAP FINANCIAL RESULTS
(In thousands, except per share amounts)
(Unaudited) 
 
 
Three Months Ended December 31,
 
Twelve Months Ended December 31,
 
 
2019
 
2018
 
2019
 
2018
Net sales:
 
 
 
 
 
 
 
 
Net sales - GAAP
 
$
174,694

 
$
170,303

 
$
753,477

 
$
680,241

Section 301 U.S. tariffs on goods imported from China (1)
 
(530
)
 
(1,459
)
 
(3,725
)
 
(1,858
)
Stock-based compensation for performance-based warrants
 
616

 
(584
)
 
1,997

 
163

Adjusted Non-GAAP net sales
 
$
174,780

 
$
168,260

 
$
751,749

 
$
678,546

 
 
 
 
 
 
 
 
 
Cost of sales:
 
 
 
 
 
 
 
 
Cost of sales - GAAP
 
$
124,837

 
$
132,776

 
$
583,274

 
$
538,437

Section 301 U.S. tariffs on goods imported from China (1)
 
1,084

 
(8,570
)
 
(13,377
)
 
(9,654
)
Excess manufacturing overhead and factory transition costs (2)
 
(1,412
)
 
(3,979
)
 
(17,746
)
 
(17,904
)
Impairment of Ohio call center assets (3)
 
(811
)
 

 
(811
)
 

Adjustments to acquired tangible assets (4)
 
(110
)
 
(284
)
 
(471
)
 
(758
)
Stock-based compensation expense
 
(37
)
 
(22
)
 
(139
)
 
(85
)
Amortization of acquired intangible assets
 

 

 

 
(37
)
Adjusted Non-GAAP cost of sales
 
123,551

 
119,921

 
550,730

 
509,999

Adjusted Non-GAAP gross profit
 
$
51,229

 
$
48,339

 
$
201,019

 
$
168,547

 
 
 
 
 
 
 
 
 
Gross margin:
 
 
 
 
 
 
 
 
Gross margin - GAAP
 
28.5
 %
 
22.0
 %
 
22.6
%
 
20.8
%
Section 301 U.S. tariffs on goods imported from China (1)
 
(0.8
)%
 
4.5
 %
 
1.4
%
 
1.2
%
Stock-based compensation for performance-based warrants
 
0.3
 %
 
(0.3
)%
 
0.2
%
 
0.0
%
Excess manufacturing overhead and factory transition costs (2)
 
0.7
 %
 
2.3
 %
 
2.3
%
 
2.7
%
Impairment of Ohio call center assets (3)
 
0.5
 %
 
 %
 
0.1
%
 
%
Adjustments to acquired tangible assets (4)
 
0.1
 %
 
0.2
 %
 
0.1
%
 
0.1
%
Stock-based compensation expense
 
0.0
 %
 
0.0
 %
 
0.0
%
 
0.0
%
Amortization of acquired intangible assets
 
 %
 
 %
 
%
 
0.0
%
Adjusted Non-GAAP gross margin
 
29.3
 %
 
28.7
 %
 
26.7
%
 
24.8
%
 
 
 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
 
 
 
Operating expenses - GAAP
 
$
38,406

 
$
34,955

 
$
154,888

 
$
143,469

Section 301 U.S. tariffs on goods imported from China (1)
 
(18
)
 
(150
)
 
(1,804
)
 
(350
)
Stock-based compensation expense
 
(2,090
)
 
(1,990
)
 
(8,705
)
 
(8,736
)
Amortization of acquired intangible assets
 
(1,395
)
 
(1,401
)
 
(5,595
)
 
(5,602
)
Change in contingent consideration
 
366

 
1,275

 
(1,403
)
 
717

Employee related restructuring and other costs
 
(1,335
)
 
(767
)
 
(2,720
)
 
(1,925
)
Adjusted Non-GAAP operating expenses
 
$
33,934

 
$
31,922

 
$
134,661

 
$
127,573


7



UNIVERSAL ELECTRONICS INC.
RECONCILIATION OF ADJUSTED NON-GAAP FINANCIAL RESULTS
(In thousands, except per share amounts)
(Unaudited)
 
 
Three Months Ended December 31,
 
Twelve Months Ended December 31,
 
 
2019
 
2018
 
2019
 
2018
Operating income (loss):
 
 
 
 
 
 
 
 
Operating income (loss) - GAAP
 
$
11,451

 
$
2,572

 
$
15,315

 
$
(1,665
)
Section 301 U.S. tariffs on goods imported from China (1)
 
(1,596
)
 
7,261

 
11,456

 
8,146

Stock-based compensation for performance-based warrants
 
616

 
(584
)
 
1,997

 
163

Excess manufacturing overhead and factory transition costs (2)
 
1,412

 
3,979

 
17,746

 
17,904

Impairment of Ohio call center assets (3)
 
811

 

 
811

 

Adjustments to acquired tangible assets (4)
 
110

 
284

 
471

 
758

Stock-based compensation expense
 
2,127

 
2,012

 
8,844

 
8,821

Amortization of acquired intangible assets
 
1,395

 
1,401

 
5,595

 
5,639

Change in contingent consideration
 
(366
)
 
(1,275
)
 
1,403

 
(717
)
Employee related restructuring and other costs
 
1,335

 
767

 
2,720

 
1,925

Adjusted Non-GAAP operating income
 
$
17,295

 
$
16,417

 
$
66,358

 
$
40,974

 
 
 
 
 
 
 
 
 
Adjusted Non-GAAP operating income as a percentage of net sales
 
9.9
%
 
9.8
%
 
8.8
%
 
6.0
%
 
 
 
 
 
 
 
 
 
Net income (loss):
 
 
 
 
 
 
 
 
Net income (loss) - GAAP
 
$
7,027

 
$
(11,107
)
 
$
3,630

 
$
11,924

Section 301 U.S. tariffs on goods imported from China (1)
 
(1,596
)
 
7,261

 
11,456

 
8,146

Stock-based compensation for performance-based warrants
 
616

 
(584
)
 
1,997

 
163

Excess manufacturing overhead and factory transition costs (2)
 
1,412

 
3,979

 
17,746

 
17,904

Impairment of Ohio call center assets (3)
 
811

 

 
811

 

Adjustments to acquired tangible assets (4)
 
110

 
284

 
471

 
758

Stock-based compensation expense
 
2,127

 
2,012

 
8,844

 
8,821

Amortization of acquired intangible assets
 
1,395

 
1,401

 
5,595

 
5,639

Change in contingent consideration
 
(366
)
 
(1,275
)
 
1,403

 
(717
)
Employee related restructuring and other costs
 
1,335

 
767

 
2,720

 
1,925

Foreign currency (gain) loss
 
263

 
427

 
933

 
4,441

Gain on sale of Guangzhou factory
 

 

 

 
(36,978
)
Income tax provision on adjustments
 
(320
)
 
(1,721
)
 
(7,259
)
 
(3,351
)
Other income tax adjustments (5)
 

 
10,292

 
1,772

 
10,986

Adjusted Non-GAAP net income
 
$
12,814

 
$
11,736

 
$
50,119

 
$
29,661

 
 
 
 
 
 
 
 
 
Diluted shares used in computing earnings (loss) per share:
 
 
 
 
 
 
 
 
GAAP
 
14,286

 
13,804

 
14,109

 
14,060

Adjusted Non-GAAP
 
14,286

 
13,894

 
14,109

 
14,060

 
 
 
 
 
 
 
 
 
Diluted earnings (loss) per share:
 
 
 
 
 
 
 
 
Diluted earnings (loss) per share - GAAP
 
$
0.49

 
$
(0.80
)
 
$
0.26

 
$
0.85

Total adjustments
 
$
0.41

 
$
1.64

 
$
3.29

 
$
1.26

Adjusted Non-GAAP diluted earnings per share
 
$
0.90

 
$
0.84

 
$
3.55

 
$
2.11


8



(1) 
Includes incremental revenues and costs directly attributable to the additional Section 301 U.S. tariffs implemented in 2018 on goods manufactured in China and imported into the U.S. as well as costs incurred for the movement of factory equipment and other costs of countermeasures undertaken by the company to modify its manufacturing operations and supply chain.
(2) 
The three and twelve months ended December 31, 2019 and December 31, 2018 include excess manufacturing overhead costs incurred as a result of expanding our manufacturing capacity in Mexico and transitioning certain of our manufacturing activities from China to Mexico. The twelve months ended December 31, 2019 includes direct manufacturing inefficiencies incurred in Mexico during the start-up phase of production. The twelve months ended December 31, 2018 includes excess costs incurred resulting from factory underutilization associated with ceasing manufacturing activities while transitioning our Asia operations onto our new global ERP system, which went live in Asia in April 2018. Additionally, the twelve months ended December 31, 2018 includes $4.8 million of asset write-downs associated with the closure and sale of our Guangzhou, China factory.
(3) 
Consists of impairment expenses associated with the disposal of our call center in Euclid, Ohio.
(4) 
Consists of depreciation related to the mark-up from cost to fair value of fixed assets acquired in business combinations.
(5) 
The twelve months ended December 31, 2019 and December 31, 2018 include net deferred tax asset adjustments resulting from a lower statutory tax rate due to tax incentives at one of our China factories. The three and twelve months ended December 31, 2018 includes the valuation allowance recorded against U.S. federal and state deferred tax assets and the estimated state and withholding tax liability related to foreign unrepatriated earnings.







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9