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 8, 2012
UNIVERSAL ELECTRONICS INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 0-21044 | 33-0204817 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File No.) |
(I.R.S. Employer Identification No.) |
201 E. Sandpointe Avenue, 8th Floor
Santa Ana, California 92707
(Address of principal executive offices, with Zip Code)
(714) 918-9500
(Registrant’s telephone number, including area code):
6101 Gateway Drive
Cypress, California 90630
(Former name or former address, if changed since last report)
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
| 1 | ||||
| 1 | ||||
| 2 | ||||
| 3 | ||||
| Item 2.02 | Results of Operations and Financial Condition |
On November 8, 2012, Universal Electronics Inc. (“UEI”) is issuing a press release and holding a conference call regarding its financial results for the third quarter 2012. 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 |
| (c) | Exhibits. The following exhibit is furnished with this report. |
99.1 Press Release of Universal Electronics Inc. dated November 8, 2012.
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 8, 2012 |
By: | /s/ Bryan Hackworth | ||||
| Bryan Hackworth Chief Financial Officer (Principal Financial Officer) | ||||||
| Exhibit Number |
Description | |
| 99.1 | Press Release dated November 8, 2012 |
Exhibit 99.1
Contacts: Paul Arling (UEI) 714.918.9500
Becky Herrick (IR Agency) 415.433.3777
UNIVERSAL ELECTRONICS REPORTS THIRD QUARTER 2012 FINANCIAL RESULTS
SANTA ANA, CA – November 8, 2012 – Universal Electronics Inc. (UEI), (NASDAQ: UEIC) reported financial results for the three and nine months ended September 30, 2012.
“Contributing to our solid 2012 third quarter was our strong performance in subscription broadcasting and continued success in international markets,” stated Paul Arling, UEI’s Chairman and CEO. “While consumer-centric regions such as the U.S., Western Europe and Japan remain challenged due to weaker than expected TV sales, we are leveraging our global capabilities to expand our presence into promising new regions such as Latin America, Eastern Europe and parts of Asia where we see market opportunities.”
“During the quarter, we began providing our embedded app technology to multiple leading smart phone manufacturers. We are constantly developing the innovative technologies that facilitate simple control within the ever-changing home entertainment environment. It is the consistent execution of this strategy that has brought us success over the last 25 years, and what we believe will drive our success in the years to come.”
Financial Results for the Three Months Ended September 30: 2012 Compared to 2011
| • | Net sales were $124.9 million, compared to $123.5 million. |
| • | Business Category revenue was $111.9 million, compared to $111.3 million. The Business Category contributed 89.6% of total net sales, compared to 90.1%. |
| • | Consumer Category revenue was $13.0 million, compared to $12.2 million. The Consumer Category contributed 10.4% of total net sales, compared to 9.9%. |
| • | Adjusted pro forma gross margins were 29.4%, compared to 27.9%. |
| • | Adjusted pro forma operating expenses were $25.5 million, compared to $24.0 million. |
| • | Adjusted pro forma operating income was $11.2 million, compared to $10.5 million. |
| • | Adjusted pro forma net income was $8.1 million, or $0.54 per diluted share, compared to $8.0 million, or $0.53 per diluted share. |
| • | At September 30, 2012, cash and cash equivalents was $41.2 million. |
Financial Results for the Nine Months Ended September 30: 2012 Compared to 2011
| • | Net sales were $345.3 million, compared to $351.0 million. |
| • | Adjusted pro forma gross margins were 28.5%, compared to 27.8%. |
| • | Adjusted pro forma operating expenses were $75.9 million, compared to $74.0 million. |
1
| • | Adjusted pro forma operating income was $22.7 million, compared to $23.5 million. |
| • | Adjusted pro forma net income was $17.1 million, or $1.13 per diluted share, compared to $17.7 million, or $1.15 per diluted share. |
Financial Outlook
Bryan Hackworth, UEI’s CFO, stated: “While we continue to experience strong sales growth in subscription broadcasting both domestically and internationally, as well as in our Consumer Category, the consumer electronics channel has remained challenging. Several large Japanese consumer electronics customers have recently reduced their 2012 outlook for the second time this year, which adversely affects our sales in this channel.”
For the fourth quarter of 2012, the company expects net sales to range between $113.0 million and $119.0 million, compared to $117.6 million in the fourth quarter of 2011. Adjusted pro forma earnings per diluted share for the fourth quarter of 2012 are expected to range from $0.37 to $0.47, compared to adjusted pro forma earnings per diluted share of $0.40 in the fourth quarter of 2011.
For the full 2012 year, the company expects net sales to range between $458.0 million and $464.0 million, compared to $468.6 million in 2011. Adjusted pro forma earnings per diluted share for 2012 are expected to range from $1.50 to $1.60, compared to adjusted pro forma earnings per diluted share of $1.55 in 2011.
Conference Call Information
UEI’s management team will hold a conference call today, Thursday, November 8, 2012 at 4:30 p.m. ET / 1:30 p.m. PT, to discuss its third quarter 2012 earnings results, review recent activity and answer questions. To access the call in the U.S. please dial 877-655-6895 and for international calls dial 706-758-0299 approximately 10 minutes prior to the start of the conference. The conference ID is 40161724. 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 40161724.
Use of Non-GAAP Financial Metrics
Non-GAAP gross margins, Non-GAAP operating expenses, and Non-GAAP net income and earnings per share are supplemental measures of the company’s performance that are not required by, and are not presented in accordance with GAAP. The non-GAAP information does not substitute for any performance measure derived in accordance with GAAP. Non-GAAP gross profit is defined as gross profit excluding charges related to the write-up of inventory and depreciation related to the acquisition. Non-GAAP operating expenses is defined as cash operating expenses excluding acquisition costs, amortization of intangibles, other employee related restructuring costs as well as costs associated with moving our corporate headquarters from Cypress, CA to Santa Ana, CA. Non-GAAP net income is net income from operations excluding the aforementioned items. A reconciliation of Non-GAAP financial results to GAAP results is included at the end of this press release.
About Universal Electronics Inc.
Founded in 1986, Universal Electronics Inc. (UEI) is the global leader in wireless control technology for the connected home. UEI designs, develops, and delivers innovative solutions that
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enable consumers to control entertainment devices, digital media, and home systems. The company’s broad portfolio of patented technologies and database of infrared control software have been adopted by many Fortune 500 companies in the consumer electronics, subscription broadcast, and computing industries. UEI sells and licenses wireless control products through distributors and retailers under the One For All® brand name. For additional information, please visit our website at www.uei.com.
Safe Harbor Statement
This press release contains forward-looking statements that are made pursuant to the Safe-Harbor provisions of the Private Securities Litigation Reform Act of 1995. Words and expressions reflecting something other than historical fact are intended to identify forward-looking statements. These forward-looking statements involve a number of risks and uncertainties, including the benefits anticipated by the Company due to the Company’s ability to gain market share; the Company’s ability to attract new customers and retain and expand our relationships with its existing customers; acceptance by consumers of the Company’s innovative tablet and smartphone applications; general economic conditions; the strength and growth prospects of the consumer electronics and broader retail industries; and other factors described in the Company’s filings with the U.S. Securities and Exchange Commission. The actual results that the Company achieves may differ materially from any forward looking statement due to such risks and uncertainties. The Company undertakes no obligations to revise or update any forward-looking statements in order to reflect events or circumstances that may arise after the date of this release.
– Tables Follow –
3
UNIVERSAL ELECTRONICS INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share-related data)
(Unaudited)
| September 30, 2012 |
December 31, 2011 |
|||||||
| ASSETS | ||||||||
| Current assets: |
||||||||
| Cash and cash equivalents |
$ | 41,216 | $ | 29,372 | ||||
| Accounts receivable, net |
92,392 | 82,184 | ||||||
| Inventories, net |
72,115 | 90,904 | ||||||
| Prepaid expenses and other current assets |
3,286 | 3,045 | ||||||
| Deferred income taxes |
6,561 | 6,558 | ||||||
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|
|
|
|||||
| Total current assets |
215,570 | 212,063 | ||||||
| Property, plant, and equipment, net |
76,890 | 80,449 | ||||||
| Goodwill |
30,833 | 30,820 | ||||||
| Intangible assets, net |
30,534 | 32,814 | ||||||
| Other assets |
5,373 | 5,350 | ||||||
| Deferred income taxes |
8,073 | 7,992 | ||||||
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|
|||||
| Total assets |
$ | 367,273 | $ | 369,488 | ||||
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| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities: |
||||||||
| Accounts payable |
$ | 48,688 | $ | 55,430 | ||||
| Line of credit |
2,000 | 2,000 | ||||||
| Notes payable |
4,800 | 14,400 | ||||||
| Accrued sales discounts, rebates and royalties |
6,443 | 6,544 | ||||||
| Accrued income taxes |
4,267 | 5,707 | ||||||
| Accrued compensation |
31,343 | 29,204 | ||||||
| Deferred income taxes |
52 | 50 | ||||||
| Other accrued expenses |
8,214 | 13,967 | ||||||
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|
|||||
| Total current liabilities |
105,807 | 127,302 | ||||||
| Long-term liabilities: |
||||||||
| Deferred income taxes |
11,336 | 11,056 | ||||||
| Income tax payable |
1,136 | 1,136 | ||||||
| Other long-term liabilities |
1,652 | 5 | ||||||
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| Total liabilities |
119,931 | 139,499 | ||||||
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| Commitments and contingencies |
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| 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; 21,368,580 and 21,142,915 shares issued on September 30, 2012 and December 31, 2011, respectively |
214 | 211 | ||||||
| Paid-in capital |
178,602 | 173,701 | ||||||
| Accumulated other comprehensive (loss) income |
(57 | ) | 938 | |||||
| Retained earnings |
167,651 | 154,016 | ||||||
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|
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| 346,410 | 328,866 | |||||||
| Less cost of common stock in treasury, 6,360,302 and 6,353,035 shares on September 30, 2012 and December 31, 2011, respectively |
(99,068 | ) | (98,877 | ) | ||||
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|
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| Total stockholders’ equity |
247,342 | 229,989 | ||||||
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|||||
| Total liabilities and stockholders’ equity |
$ | 367,273 | $ | 369,488 | ||||
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4
UNIVERSAL ELECTRONICS INC.
CONSOLIDATED INCOME STATEMENTS
(In thousands, except per share amounts)
(Unaudited)
| Three Months
Ended September 30, |
Nine months
Ended September 30, |
|||||||||||||||
| 2012 | 2011 | 2012 | 2011 | |||||||||||||
| Net sales |
$ | 124,871 | $ | 123,527 | $ | 345,307 | $ | 350,985 | ||||||||
| Cost of sales |
88,433 | 89,349 | 247,572 | 254,284 | ||||||||||||
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|||||||||
| Gross profit |
36,438 | 34,178 | 97,735 | 96,701 | ||||||||||||
| Research and development expenses |
3,521 | 2,861 | 10,408 | 9,275 | ||||||||||||
| Selling, general and administrative expenses |
23,383 | 21,852 | 69,015 | 67,116 | ||||||||||||
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|||||||||
| Operating income |
9,534 | 9,465 | 18,312 | 20,310 | ||||||||||||
| Interest income (expense), net |
(24 | ) | (56 | ) | (112 | ) | (210 | ) | ||||||||
| Other income (expense), net |
(65 | ) | (353 | ) | (515 | ) | (771 | ) | ||||||||
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|||||||||
| Income before provision for income taxes |
9,445 | 9,056 | 17,685 | 19,329 | ||||||||||||
| Provision for income taxes |
(2,595 | ) | (1,972 | ) | (4,050 | ) | (4,297 | ) | ||||||||
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| Net income |
$ | 6,850 | $ | 7,084 | $ | 13,635 | $ | 15,032 | ||||||||
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| Earnings per share: |
||||||||||||||||
| Basic |
$ | 0.46 | $ | 0.48 | $ | 0.91 | $ | 1.00 | ||||||||
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| Diluted |
$ | 0.45 | $ | 0.47 | $ | 0.90 | $ | 0.98 | ||||||||
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| Shares used in computing earnings per share: |
||||||||||||||||
| Basic |
14,984 | 14,887 | 14,931 | 14,963 | ||||||||||||
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| Diluted |
15,099 | 15,147 | 15,087 | 15,312 | ||||||||||||
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5
UNIVERSAL ELECTRONICS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
| Nine months Ended September 30, |
||||||||
| 2012 | 2011 | |||||||
| Cash provided by operating activities: |
||||||||
| Net income |
$ | 13,635 | $ | 15,032 | ||||
| Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
| Depreciation and amortization |
12,948 | 12,907 | ||||||
| Provision for doubtful accounts |
72 | 241 | ||||||
| Provision for inventory write-downs |
2,148 | 3,610 | ||||||
| Deferred income taxes |
146 | 26 | ||||||
| Tax benefit from exercise of stock options and vested restricted stock |
(160 | ) | 399 | |||||
| Excess tax benefit from stock-based compensation |
(49 | ) | (422 | ) | ||||
| Shares issued for employee benefit plan |
620 | 592 | ||||||
| Stock-based compensation |
3,447 | 3,280 | ||||||
| Changes in operating assets and liabilities: |
||||||||
| Accounts receivable |
(10,876 | ) | (2,772 | ) | ||||
| Inventories |
15,758 | (22,172 | ) | |||||
| Prepaid expenses and other assets |
(282 | ) | 674 | |||||
| Accounts payable and accrued expenses |
(8,335 | ) | 2,456 | |||||
| Accrued income taxes |
(1,428 | ) | (2,049 | ) | ||||
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| Net cash provided by operating activities |
27,644 | 11,802 | ||||||
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| Cash used for investing activities: |
||||||||
| Acquisition of property, plant, and equipment |
(6,525 | ) | (10,140 | ) | ||||
| Acquisition of intangible assets |
(802 | ) | (814 | ) | ||||
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| Net cash used for investing activities |
(7,327 | ) | (10,954 | ) | ||||
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| Cash used for financing activities: |
||||||||
| Issuance of debt |
12,000 | — | ||||||
| Payment of debt |
(21,600 | ) | (16,600 | ) | ||||
| Proceeds from stock options exercised |
1,425 | 1,381 | ||||||
| Treasury stock purchased |
(619 | ) | (9,512 | ) | ||||
| Excess tax benefit from stock-based compensation |
49 | 422 | ||||||
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| Net cash used for financing activities |
(8,745 | ) | (24,309 | ) | ||||
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| Effect of exchange rate changes on cash |
272 | 1,212 | ||||||
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| Net increase (decrease) in cash and cash equivalents |
11,844 | (22,249 | ) | |||||
| Cash and cash equivalents at beginning of period |
29,372 | 54,249 | ||||||
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| Cash and cash equivalents at end of period |
$ | 41,216 | $ | 32,000 | ||||
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Supplemental Cash Flow Information — There were income tax payments of $6.5 million and $6.9 million during the nine months ended September 30, 2012 and 2011, respectively. There were interest payments of $0.2 million and $0.3 million during the nine months ended September 30, 2012 and 2011, respectively.
6
UNIVERSAL ELECTRONICS INC.
RECONCILIATION OF ADJUSTED PRO FORMA FINANCIAL RESULTS
(In thousands, except share-related data)
(Unaudited)
| Three Months Ended September 30, 2012 |
Three Months Ended September 30, 2011 |
|||||||||||||||||||||||
| GAAP | Adjustments | Adjusted Pro Forma |
GAAP | Adjustments | Adjusted Pro Forma |
|||||||||||||||||||
| Net sales |
$ | 124,871 | $ | — | $ | 124,871 | $ | 123,527 | $ | — | $ | 123,527 | ||||||||||||
| Cost of sales (1) |
88,433 | (277 | ) | 88,156 | 89,349 | (277 | ) | 89,072 | ||||||||||||||||
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| Gross profit |
36,438 | 277 | 36,715 | 34,178 | 277 | 34,455 | ||||||||||||||||||
| Research and development expenses |
3,521 | — | 3,521 | 2,861 | — | 2,861 | ||||||||||||||||||
| Selling, general and administrative expenses (2) |
23,383 | (1,376 | ) | 22,007 | 21,852 | (743 | ) | 21,109 | ||||||||||||||||
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| Operating income |
9,534 | 1,653 | 11,187 | 9,465 | 1,020 | 10,485 | ||||||||||||||||||
| Interest income (expense), net |
(24 | ) | — | (24 | ) | (56 | ) | — | (56 | ) | ||||||||||||||
| Other income (expense) , net |
(65 | ) | — | (65 | ) | (353 | ) | — | (353 | ) | ||||||||||||||
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| Income before provision for income taxes |
9,445 | 1,653 | 11,098 | 9,056 | 1,020 | 10,076 | ||||||||||||||||||
| Provision for income taxes (4) |
(2,595 | ) | (392 | ) | (2,987 | ) | (1,972 | ) | (144 | ) | (2,116 | ) | ||||||||||||
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| Net income |
$ | 6,850 | $ | 1,261 | $ | 8,111 | $ | 7,084 | $ | 876 | $ | 7,960 | ||||||||||||
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| Earnings per share diluted |
$ | 0.45 | $ | 0.08 | $ | 0.54 | $ | 0.47 | $ | 0.06 | $ | 0.53 | ||||||||||||
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| Nine Months Ended September 30, 2012 |
Nine Months Ended September 30, 2011 |
|||||||||||||||||||||||
| GAAP | Adjustments | Adjusted Pro Forma |
GAAP | Adjustments | Adjusted Pro Forma |
|||||||||||||||||||
| Net sales |
$ | 345,307 | $ | — | $ | 345,307 | $ | 350,985 | $ | — | $ | 350,985 | ||||||||||||
| Cost of sales (1) |
247,572 | (831 | ) | 246,741 | 254,284 | (831 | ) | 253,453 | ||||||||||||||||
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|||||||||||||
| Gross profit |
97,735 | 831 | 98,566 | 96,701 | 831 | 97,532 | ||||||||||||||||||
| Research and development expenses |
10,408 | — | 10,408 | 9,275 | — | 9,275 | ||||||||||||||||||
| Selling, general and administrative expenses (3) |
69,015 | (3,573 | ) | 65,442 | 67,116 | (2,402 | ) | 64,714 | ||||||||||||||||
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| Operating income |
18,312 | 4,404 | 22,716 | 20,310 | 3,233 | 23,543 | ||||||||||||||||||
| Interest income (expense), net |
(112 | ) | — | (112 | ) | (210 | ) | — | (210 | ) | ||||||||||||||
| Other income (expense), net |
(515 | ) | — | (515 | ) | (771 | ) | — | (771 | ) | ||||||||||||||
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| Income before provision for income taxes |
17,685 | 4,404 | 22,089 | 19,329 | 3,233 | 22,562 | ||||||||||||||||||
| Provision for income taxes (4) |
(4,050 | ) | (934 | ) | (4,984 | ) | (4,297 | ) | (585 | ) | (4,882 | ) | ||||||||||||
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| Net income |
$ | 13,635 | $ | 3,470 | $ | 17,105 | $ | 15,032 | $ | 2,648 | $ | 17,680 | ||||||||||||
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| Earnings per share diluted |
$ | 0.90 | $ | 0.23 | $ | 1.13 | $ | 0.98 | $ | 0.17 | $ | 1.15 | ||||||||||||
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| (1) | To reflect depreciation expense for the corresponding periods relating to the mark-up in fixed assets from cost to fair value as part of the Enson Assets Limited acquisition. |
| (2) | To reflect $0.7 million of amortization expense for the three months ended September 30, 2012 and September 30, 2011, relating to intangible assets acquired as part of acquisitions. In the third quarter of 2012, there were approximately $0.2 million |
7
| of additional costs incurred relating primarily to other employee restructuring costs. Also, in the third quarter of 2012, we moved our corporate headquarters from Cypress, CA to Santa Ana, CA and as a result, incurred approximately $0.4 million of costs associated specifically with the move. |
| (3) | To reflect $2.2 million of amortization expense for the nine months ended September 30, 2012 and September 30, 2011, relating to intangible assets acquired as part of acquisitions. For the nine months ended 2011, there were additional costs incurred relating to other employee restructuring costs, primarily severance. For the nine months ended 2012, there were approximately $0.8 million of other employee restructuring costs incurred, primarily severance, as well as $0.5 million incurred relating to moving our corporate headquarters from Cypress, CA to Santa Ana, CA. |
| (4) | To reflect the tax effect of the adjustments. |
8