Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 _______________________________________  
FORM 8-K
  _______________________________________  
 
CURRENT REPORT
Pursuant to Section 13 or 15(d)
Of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): May 7, 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)
 
 
(Zip Code)
(Registrant’s telephone number, including area code): (480) 530-3000
_______________________________________ 

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
 




Table of Contents


Item 2.02    Results of Operations and Financial Condition
Financial Results for the Quarter Ended March 31, 2020
Universal Electronics Inc. ("UEI") issued a press release reporting financial results for the quarter ended March 31, 2020.
A copy of UEI's press release is attached as Exhibit 99 and incorporated by reference.
Item 9.01 Financial Statements and Exhibits
 
(d)
Exhibits. The following exhibit is furnished with this report.
Exhibit 99    Press Release issued on May 7, 2020, reporting financial results for the quarter ended March 31, 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 hereunto duly authorized.
 
 
 
 
 
 
 
 
 
 
 
 
Universal Electronics Inc.
 
 
 
 
Date: May 7, 2020
 
 
 
By:
 
/s/ Bryan Hackworth
 
 
 
 
 
 
Bryan Hackworth
 
 
 
 
 
 
Chief Financial Officer
(Principal Financial Officer)



2

Table of Contents

INDEX TO EXHIBITS

 
 
 
 
Exhibit Number
 
Description
99
 



3
Exhibit


Exhibit 99

https://cdn.kscope.io/bb677566e7bca0b9f13cc93b4ce4bd91-ueilogoa34.jpg


UNIVERSAL ELECTRONICS REPORTS RESULTS
FOR THE FIRST QUARTER 2020
SCOTTSDALE, AZ – May 7, 2020 – Universal Electronics Inc. (UEI), (NASDAQ: UEIC) reported financial results for the three months ended March 31, 2020.
“We entered 2020 with the strongest foundation in our history, having devoted 2019 to ongoing technology development and the implementation of strategic initiatives to improve profitability,” said Paul Arling, UEI’s chairman and CEO. “As a result, we are better positioned to address challenging macro-economic conditions.”
“Our hallmark innovation continues to generate leading technology and create competitive advantages for both UEI and our customers, particularly in today's environment. For example, our QuickSet® Cloud platform enables easy self-installation, which has provided a true benefit to our subscription broadcast customers. Our voice technology enables near-touchless control in both the home and hospitality channels for entertainment and energy management. It is these types of desirable product features, combined with positive home entertainment trends, that are driving our customers to remain committed to their product development strategies while adapting to a fast-changing market. In fact, our engineers continue to work with major customers on exciting new projects that we expect to formally unveil later this year and early next year.”
“UEI has become stronger during difficult economic times in the past, and we plan to do so again. We remain dedicated to excellence and are confident we will continue to generate long-term shareholder value.”
Financial Results for the Three Months Ended March 31: 2020 Compared to 2019
GAAP net sales were $151.8 million, compared to $184.2 million; Adjusted Non-GAAP net sales were $152.0 million, compared to $182.7 million.
GAAP gross margins were 28.3%, compared to 21.7%; Adjusted Non-GAAP gross margins were 30.9%, compared to 25.8%.
GAAP operating income was $8.0 million, compared to $1.7 million; Adjusted Non-GAAP operating income was $15.0 million, compared to $14.6 million.
GAAP net income was $5.8 million, or $0.41 per diluted share, compared to net loss of $1.0 million or $0.07 per share; Adjusted Non-GAAP net income was $11.5 million, or $0.81 per diluted share, compared to $11.3 million, or $0.82 per diluted share.
At March 31, 2020, cash and cash equivalents were $58.9 million.

Bryan Hackworth, UEI’s CFO, stated, “In the first quarter of 2020, we generated strong gross margins and improved operating margins, even though revenue was disrupted by unforeseen events. In China, our labor pool is back to pre-shutdown levels, and our factories in both China and Mexico are producing at required capacity. Overall, UEI is prepared to manage through uncertain times by leveraging our diverse customer base, manufacturing facilities in two hemispheres, deep supplier partnerships, and strong balance sheet.”

Financial Outlook

For the second quarter of 2020, the company expects GAAP net sales to range between $150 million and $160 million, compared to $193.9 million in the second quarter of 2019. GAAP earnings per diluted share for the second quarter of 2020 are expected to range from $0.99 to $1.09, compared to a GAAP loss per share of $0.37 in the second quarter of 2019.
For the second quarter of 2020, the company expects Adjusted Non-GAAP net sales to range between $150 million and $160 million, compared to $193.4 million in the second quarter of 2019. Adjusted Non-GAAP earnings per diluted share are expected to range from $0.84 to $0.94, compared to Adjusted Non-GAAP earnings per diluted share of $0.83 in the second quarter of 2019. The second quarter 2020 Adjusted Non-GAAP earnings per diluted share estimate excludes $0.15 per share related to, among other things, excess manufacturing overhead and factory transition costs, stock-based compensation, amortization of acquired intangibles, changes in contingent consideration relating to acquisitions, reversal of social insurance accruals related to the 2018 sale of our Guangzhou factory, restructuring costs, foreign currency gains and losses and the related tax impact of these adjustments. For a more detailed explanation 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.

1



Conference Call Information
UEI’s management team will hold a conference call today, Thursday, May 7, 2020 at 4:30 p.m. ET / 1:30 p.m. PT, to discuss its first quarter 2020 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 9235419. 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 9235419.
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, help 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 including those related to the COVID-19 pandemic, the loss on the sale of our 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 employee related restructuring costs. 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 related tax effects of all adjustments as well as the effect of certain net deferred tax adjustments. 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
Founded in 1986, Universal Electronics Inc. (NASDAQ: UEIC) is the global leader in universal control and sensing technologies for the smart home. The company designs, develops, manufactures and ships over 500 innovative products that are used by the world’s leading brands in the consumer electronics, subscription broadcast, security, home automation, hospitality and climate control markets. For more information, please visit www.uei.com.
Contacts:
Paul Arling, Chairman & CEO, UEI, 480.530.3000
Press: Shoshana Leon, Corporate Communications, UEI, sleon@uei.com, 480.521.3354
IR: Kirsten Chapman, LHA Investor Relations, uei@lhai.com, 415.433.3777
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 other reports we have filed with the Securities Exchange Commission (the “SEC”). Risks that could affect forward-looking statements in this press release include: our ability to continue to efficiently operate our factories at full or near full capacity amid the economic and physical restraints we face due to the COVID-19 pandemic; the increased importance of and demand for our voice-enabled advanced control products and technologies; our ability to anticipate the needs and wants of our customers, and timely develop and deliver products and technologies that will be

2



accepted by our customers, including our QuickSet® Cloud platform; changes in consumer lifestyles that will translate into new purchasing habits resulting in increased sales opportunities for the Company; the continued commitment of our customers to their product development strategies; the continuation of the ordering pattern of our customers as anticipated by management; management's ability to manage its business to achieve its growth, net sales, margins, and earnings as guided and as anticipated; the effects that natural disasters and public health crises, including the COVID-19 pandemic have on our business and management’s ability to anticipate and mitigate those effects, including the duration, severity and scope of the COVID-19 pandemic and the actions and restrictions that may be imposed on the Company and its operations by federal, state, local and international public health and governmental authorities to contain and combat the outbreak and spread of COVID-19, which may exacerbate one or more of the aforementioned and/or other risks, uncertainties and other factors more fully described in the Company’s reports filed with the SEC; and effects that changes in laws, regulations and policies may have on our business including the impact of trade regulations pertaining to importation of our products and the tariffs imposed upon them. Since it is not possible to predict or identify all of the risks, uncertainties and other factors that may affect future results, the above list should not be considered a complete list. Further, 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 May 7, 2020 and 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)
 
 
March 31, 2020
 
December 31, 2019
ASSETS
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
 
$
58,927

 
$
74,302

Accounts receivable, net
 
137,094

 
139,198

Contract assets
 
9,911

 
12,579

Inventories
 
142,243

 
145,135

Prepaid expenses and other current assets
 
6,427

 
6,733

Income tax receivable
 
1,573

 
805

Total current assets
 
356,175

 
378,752

Property, plant and equipment, net
 
85,304

 
90,732

Goodwill
 
48,416

 
48,447

Intangible assets, net
 
19,284

 
19,830

Operating lease right-of-use assets
 
18,359

 
19,826

Deferred income taxes
 
4,078

 
4,409

Other assets
 
2,618

 
2,163

Total assets
 
$
534,234

 
$
564,159

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
 
Current liabilities:
 
 
 
 
Accounts payable
 
$
89,558

 
$
102,588

Line of credit
 
78,000

 
68,000

Accrued compensation
 
31,837

 
43,668

Accrued sales discounts, rebates and royalties
 
9,000

 
9,766

Accrued income taxes
 
6,693

 
6,989

Other accrued liabilities
 
31,081

 
35,445

Total current liabilities
 
246,169

 
266,456

Long-term liabilities:
 
 
 
 
Operating lease obligations
 
14,069

 
15,639

Contingent consideration
 
195

 
4,349

Deferred income taxes
 
2,461

 
1,703

Income tax payable
 
1,368

 
1,600

Other long-term liabilities
 
13

 
13

Total liabilities
 
264,275

 
289,760

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; 24,255,522 and 24,118,088 shares issued on March 31, 2020 and December 31, 2019, respectively
 
243

 
241

Paid-in capital
 
291,350

 
288,338

Treasury stock, at cost, 10,343,366 and 10,174,199 shares on March 31, 2020 and December 31, 2019, respectively
 
(284,108
)
 
(277,817
)
Accumulated other comprehensive income (loss)
 
(29,790
)
 
(22,781
)
Retained earnings
 
292,264

 
286,418

Total stockholders’ equity
 
269,959

 
274,399

Total liabilities and stockholders’ equity
 
$
534,234

 
$
564,159


4



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

 
 
Three Months Ended March 31,
 
 
2020
 
2019
Net sales
 
$
151,778

 
$
184,163

Cost of sales
 
108,837

 
144,289

Gross profit
 
42,941

 
39,874

Research and development expenses
 
7,898

 
6,791

Selling, general and administrative expenses
 
26,997

 
31,420

Operating income (loss)
 
8,046

 
1,663

Interest income (expense), net
 
(632
)
 
(1,206
)
Other income (expense), net
 
(348
)
 
(466
)
Income (loss) before provision for income taxes
 
7,066

 
(9
)
Provision for income taxes
 
1,220

 
996

Net income (loss)
 
$
5,846

 
$
(1,005
)
 
 
 
 
 
Earnings (loss) per share:
 
 
Basic
 
$
0.42

 
$
(0.07
)
Diluted
 
$
0.41

 
$
(0.07
)
Shares used in computing earnings (loss) per share:
 
 
 
 
Basic
 
13,960

 
13,827

Diluted
 
14,211

 
13,827













5



UNIVERSAL ELECTRONICS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 
 
Three Months Ended March 31,
 
 
2020
 
2019
Cash provided by (used for) operating activities:
 
 
 
 
Net income (loss)
 
$
5,846

 
$
(1,005
)
Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities:
 
 
 
 
Depreciation and amortization
 
7,498

 
8,019

Provision for bad debts
 
237

 
3

Deferred income taxes
 
835

 
2,966

Shares issued for employee benefit plan
 
527

 
347

Employee and director stock-based compensation
 
2,303

 
1,918

Performance-based common stock warrants
 
184

 
434

Loss on sale of Ohio call center
 
712

 

Changes in operating assets and liabilities:
 
 
 
 
Accounts receivable and contract assets
 
2,060

 
(14,056
)
Inventories
 
1,609

 
(3,982
)
Prepaid expenses and other assets
 
118

 
735

Accounts payable and accrued liabilities
 
(28,969
)
 
3,017

Accrued income taxes
 
(1,307
)
 
(2,943
)
Net cash provided by (used for) operating activities
 
(8,347
)
 
(4,547
)
Cash provided by (used for) investing activities:
 
 
 
 
Acquisitions of property, plant and equipment
 
(1,986
)
 
(2,800
)
Acquisitions of intangible assets
 
(1,270
)
 
(653
)
Payment on sale of Ohio call center
 
(500
)
 

Net cash provided by (used for) investing activities
 
(3,756
)
 
(3,453
)
Cash provided by (used for) financing activities:
 
 
 
 
Borrowings under line of credit
 
25,000

 
25,000

Repayments on line of credit
 
(15,000
)
 
(20,000
)
Treasury stock purchased
 
(6,291
)
 
(1,215
)
Contingent consideration payments in connection with business combinations
 
(3,091
)
 
(4,251
)
Net cash provided by (used for) financing activities
 
618

 
(466
)
Effect of exchange rate changes on cash and cash equivalents
 
(3,890
)
 
154

Net increase (decrease) in cash and cash equivalents
 
(15,375
)
 
(8,312
)
Cash and cash equivalents at beginning of period
 
74,302

 
53,207

Cash and cash equivalents at end of period
 
$
58,927

 
$
44,895

 
 
 
 
 
Supplemental cash flow information:
 
 
 
 
Income taxes paid
 
$
1,384

 
$
1,942

Interest paid
 
$
637

 
$
1,186


6



UNIVERSAL ELECTRONICS INC.
RECONCILIATION OF ADJUSTED NON-GAAP FINANCIAL RESULTS
(In thousands, except per share amounts)
(Unaudited) 

 
 
Three Months Ended March 31,
 
 
2020
 
2019
Net sales:
 
 
 
 
Net sales - GAAP
 
$
151,778

 
$
184,163

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

 
(1,916
)
Stock-based compensation for performance-based warrants
 
184

 
434

Adjusted Non-GAAP net sales
 
$
151,962

 
$
182,681

 
 
 
 
 
Cost of sales:
 
 
 
 
Cost of sales - GAAP
 
$
108,837

 
$
144,289

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

 
(5,410
)
Excess manufacturing overhead and factory transition costs (2)
 
(2,915
)
 
(3,272
)
Loss on sale of Ohio call center (3)
 
(570
)
 

Stock-based compensation expense
 
(74
)
 
(28
)
Adjustments to acquired tangible assets (4)
 
(66
)
 
(120
)
Employee related restructuring
 
(204
)
 

Adjusted Non-GAAP cost of sales
 
105,008

 
135,459

Adjusted Non-GAAP gross profit
 
$
46,954

 
$
47,222

 
 
 
 
 
Gross margin:
 
 
 
 
Gross margin - GAAP
 
28.3
%
 
21.7
%
Section 301 U.S. tariffs on goods imported from China (1)
 
%
 
2.1
%
Stock-based compensation for performance-based warrants
 
0.1
%
 
0.2
%
Excess manufacturing overhead and factory transition costs (2)
 
2.0
%
 
1.7
%
Loss on sale of Ohio call center (3)
 
0.4
%
 
%
Stock-based compensation expense
 
0.0
%
 
0.0
%
Adjustments to acquired tangible assets (4)
 
0.0
%
 
0.1
%
Employee related restructuring
 
0.1
%
 
%
Adjusted Non-GAAP gross margin
 
30.9
%
 
25.8
%
 
 
 
 
 
Operating expenses:
 
 
 
 
Operating expenses - GAAP
 
$
34,895

 
$
38,211

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

 
(724
)
Stock-based compensation expense
 
(2,229
)
 
(1,890
)
Amortization of acquired intangible assets
 
(1,395
)
 
(1,401
)
Change in contingent consideration
 
963

 
(1,062
)
Employee related restructuring and other costs
 
(237
)
 
(515
)
Adjusted Non-GAAP operating expenses
 
$
31,997

 
$
32,619


7



UNIVERSAL ELECTRONICS INC.
RECONCILIATION OF ADJUSTED NON-GAAP FINANCIAL RESULTS
(In thousands, except per share amounts)
(Unaudited)

 
 
Three Months Ended March 31,
 
 
2020
 
2019
Operating income:
 
 
 
 
Operating income - GAAP
 
$
8,046

 
$
1,663

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

 
4,218

Stock-based compensation for performance-based warrants
 
184

 
434

Excess manufacturing overhead and factory transition costs (2)
 
2,915

 
3,272

Loss on sale of Ohio call center (3)
 
570

 

Stock-based compensation expense
 
2,303

 
1,918

Adjustments to acquired tangible assets (4)
 
66

 
120

Amortization of acquired intangible assets
 
1,395

 
1,401

Change in contingent consideration
 
(963
)
 
1,062

Employee related restructuring and other costs
 
441

 
515

Adjusted Non-GAAP operating income
 
$
14,957

 
$
14,603

 
 
 
 
 
Adjusted pro forma operating income as a percentage of net sales
 
9.8
%
 
8.0
%
 
 
 
 
 
Net income (loss):
 
 
 
 
Net income (loss) - GAAP
 
$
5,846

 
$
(1,005
)
Section 301 U.S. tariffs on goods imported from China (1)
 

 
4,218

Stock-based compensation for performance-based warrants
 
184

 
434

Excess manufacturing overhead and factory transition costs (2)
 
2,915

 
3,272

Loss on sale of Ohio call center (3)
 
570

 

Stock-based compensation expense
 
2,303

 
1,918

Adjustments to acquired tangible assets (4)
 
66

 
120

Amortization of acquired intangible assets
 
1,395

 
1,401

Change in contingent consideration
 
(963
)
 
1,062

Employee related restructuring and other costs
 
441

 
515

Foreign currency (gain) loss
 
296

 
403

Income tax provision on adjustments
 
(1,542
)
 
(2,761
)
Other income tax adjustments (5)
 

 
1,772

Adjusted Non-GAAP net income
 
$
11,511

 
$
11,349

 
 
 
 
 
Diluted shares used in computing earnings (loss) per share:
 
 
 
 
GAAP
 
14,211

 
13,827

Adjusted Non-GAAP
 
14,211

 
13,920

 
 
 
 
 
Diluted earnings (loss) per share:
 
 
 
 
Diluted earnings (loss) per share - GAAP
 
$
0.41

 
$
(0.07
)
Total adjustments
 
$
0.40

 
$
0.89

Adjusted Non-GAAP diluted earnings per share
 
$
0.81

 
$
0.82


8




(1) 
The three months ended March 31, 2019 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 months ended March 31, 2020 includes excess manufacturing overhead costs incurred as we temporarily shut-down our China-based factories as a result of the COVID-19 pandemic. Additional excess manufacturing overhead has been incurred for the three months ended March 31, 2020 and March 31, 2019 due to the expansion of our manufacturing facility in Mexico where products destined for the U.S. market will be manufactured. These products destined for the U.S. market were previously manufactured in China.
(3) 
Includes the loss recorded on the sale of our Ohio call center in February 2020.
(4) 
Consists of depreciation related to the mark-up from cost to fair value of fixed assets acquired in business combinations.
(5) 
The three months ended March 31, 2019 includes net deferred tax asset adjustments resulting from a lower statutory tax rate due to tax incentives at one of our China factories.






9