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                                    FORM 10-Q


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the Quarterly Period Ended March 31, 1996

                         Commission File Number: 0-21044


                           UNIVERSAL ELECTRONICS INC.
             (Exact name of registrant as specified in its charter)

            DELAWARE                                    33-0204817
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                       Identification No.)


1864 ENTERPRISE PARKWAY WEST, TWINSBURG, OHIO                      44087
(Address of principal executive offices)                         (Zip Code)

                                  216-487-1110
              (Registrant's telephone number, including area code)


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Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days.

         Yes   X                                              No
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Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.

         Number of shares of Common Stock, $.01
         par value, outstanding at March 31, 1996          6,766,464
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        THE INDEX OF EXHIBITS TO THIS QUARTERLY REPORT APPEARS ON PAGE 9

                                  Page 1 of 12

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                           UNIVERSAL ELECTRONICS INC.
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                                      INDEX
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PART I.   FINANCIAL INFORMATION

Item 1.   Consolidated Financial Statements

                   Consolidated Balance Sheet                       3
                   Consolidated Statement of Income                 4
                   Consolidated Statement of Cash Flows             5
                   Notes to Consolidated Financial Statements       6

Item 2.   Management's Discussion and Analysis of Financial
                   Condition and Results of Operations              7

PART II.  OTHER INFORMATION

Item 6.   Exhibits and Reports on Form 8-K                          9

                                  Page 2 of 12

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ITEM 1.  CONSOLIDATED FINANCIAL STATEMENTS

                           UNIVERSAL ELECTRONICS INC.
                           CONSOLIDATED BALANCE SHEET

ASSETS March 31, December 31, March 31, 1996 1995 1995 (Unaudited) (Audited) (Unaudited) Current assets: Cash and cash equivalents $ 830 $ 872 $ 1,282 Accounts receivable 20,461 26,106 13,993 Inventories 30,319 30,278 39,782 Refundable income taxes 48 795 42 Prepaid expenses 2,251 2,110 2,260 Deferred income taxes 4,439 3,702 5,529 ------------ ------------ ------------ Total current assets 58,348 63,863 62,888 Equipment, furniture, and fixtures, net 7,327 5,187 3,953 Other assets 950 1,055 861 ------------ ------------ ------------ Total assets $ 66,625 $ 70,105 $ 67,702 ============ ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Revolving credit facility $ 4,569 $ 6,120 $ 12,137 Accounts payable 7,494 9,162 3,550 Accrued income taxes 350 307 355 Accrued compensation 261 756 223 Other accrued expenses 2,184 3,522 4,032 ------------ ------------ ------------ Total current liabilities 14,858 19,867 20,297 ------------ ------------ ------------ Long-term debt 2,000 -- -- Stockholders' equity: Capital stock 68 68 67 Paid-in capital 53,743 53,623 53,496 Currency translation 4 25 92 Retain earnings (deficit) (4,048) (3,478) (6,250) ------------ ------------ ------------ Total stockholders' equity 49,767 50,238 47,405 ------------ ------------ ------------ Total liabilities and stockholders' equity $ 66,625 $ 70,105 $ 67,702 ============ ============ ============
The accompanying notes are an integral part of these financial statements. Page 3 of 12 4 UNIVERSAL ELECTRONICS INC. CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
Three Months Ended March 31, ---------------------------- (Dollars and shares in thousands, 1996 1995 except per share amounts) ---------- ---------- Net Sales $ 21,905 $ 18,573 Cost of sales 16,063 13,935 ---------- ---------- Gross profit 5,842 4,638 Selling, general and administrative expenses 7,111 7,434 Restructuring expenses -- 977 ---------- ---------- Operating loss (1,269) (3,773) Interest expense 159 265 Interest income (9) (3) Other (income) and expenses (140) (218) ---------- ---------- Loss before income taxes (1,279) (3,817) Benefit for income taxes 709 1,364 ---------- ---------- Net loss $ (570) $ (2,453) ========== ========== Net loss per share $ (0.08) $ (0.36) ========== ========== Weighted average common and common stock equivalents outstanding 6,758 6,741 ========== ==========
The accompanying notes are an integral part of these financial statements. Page 4 of 12 5 UNIVERSAL ELECTRONICS INC. CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
Three Months Ended March 31, ---------------------------- (Dollars in thousands) 1996 1995 ---------- ---------- Cash provided by (used for) operating activities: Net loss $ (570) $ (2,453) Adjustments to reconcile net loss to net cash used for operating activities: Depreciation and amortization 372 338 Deferred income taxes (738) (1,905) Changes in operating assets and liabilities: Receivables 5,828 2,758 Inventories (59) 3,211 Other assets (20) 3,781 Payables and accruals (3,419) (5,757) Accrued income taxes 537 (70) ---------- ---------- Net cash provided by (used for) operating activities 1,931 (97) ---------- ---------- Cash used for investing activities: Acquisition of fixed assets (2,489) (690) Trademarks (44) (84) ---------- ---------- Net cash used for investing activities: (2,533) (774) ---------- ---------- Cash provided by financing activities: Short-term bank borrowings 13,814 20,901 Short-term bank payments (15,366) (20,244) Long-term debt 2,000 -- Proceeds from stock options exercised 120 -- ---------- ---------- Net cash provided by financing activities 568 657 ---------- ---------- Effect of exchange rates on cash (8) 56 ---------- ---------- Net decrease in cash and cash equivalents (42) (158) Cash and cash equivalents at beginning of period 872 1,440 ---------- ---------- Cash and cash equivalents at end of period $ 830 $ 1,282 ========== ========== Supplemental Information to the Consolidated Statement of Cash Flows Cash paid (received) during the period for: Interest $ 156 $ 269 ========== ========== Income taxes $ (752) $ 86 ========== ==========
Page 5 of 12 6 UNIVERSAL ELECTRONICS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Adjustments - ----------- All adjustments, consisting of recurring adjustments necessary for a fair presentation of financial position and results of operations of these unaudited interim periods, have been included. Inventories - ----------- Inventories consist of the following (in thousands):
March 31, December 31, March 31, 1996 1995 1995 ------------ ------------ ------------ Components $ 12,161 $ 14,127 $ 18,436 Finished goods 18,158 16,151 21,346 ------------ ------------ ------------ Total inventories $ 30,319 $ 30,278 $ 39,782 ============ ============ ============
The Company provides certain components to its contract manufacturers for inclusion in the Company's finished goods. Net Income Per Share - -------------------- Net income per share is computed by dividing net income by the weighted average of common stock and common stock equivalents outstanding. Common stock equivalents are computed using the treasury stock method based upon the weighted average fair market value of common stock outstanding. Reclassification - ---------------- Certain prior year amounts have been reclassified to conform with the presentation utilized in the quarter ended March 31, 1996. Page 6 of 12 7 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Net sales for the first quarter of 1996 were $21.9 million, a 17.9% increase from $18.6 million for the same quarter of 1995. The Company experienced a loss for the first quarter of $570,000, or $0.08 per share, compared to a loss of $2.5 million, or $0.36 per share, in the first quarter of 1995. Included in the 1995 first quarter loss was a previously announced pre-tax charge of approximately $977,000 ($0.09 per share) resulting from personnel severance and facilities closure relating to the Company's restructuring. Net sales in the Company's Technology Businesses (Cable, Cable OEM, OEM) were up 38.6% in the 1996 first quarter to $8.5 million, which compares with net sales of $6.1 million for the same period of 1995. The increase in the Technology Businesses were principally due to increased volume of chip sales to the OEM and Cable OEM market segment. First quarter sales in the Company's Retail Businesses were up 7.8%, from $12.5 million in 1995 to $13.4 million in 1996. The increase in the Retail Businesses resulted primarily from improved International One For All(R) sales. Unit sales of remote control products, including sales of microprocessors, increased 16.0% to approximately 3.0 million units during the first quarter of 1996 from 2.6 million units during the first quarter of 1995. This increase was also primarily due to greater microprocessor sales to OEM customers and sales of International One For All branded products. Gross margins for the 1996 first quarter were 26.7% compared to 25.0% for the same period in 1995. Although an improvement over 1995, the 1996 gross margins continue to be negatively impacted by sell-through of quantities of existing retail products at discounted prices. The Company has offered the lower prices to continue to move the inventory in preparation for the introduction of its new product lines in the second and third quarters of 1996. Gross profit margins will fluctuate due to a variety of factors, including, among other things, shifts in product mix, fluctuations in manufacturing and freight costs, and changes in customer mix. The Company expects its gross profit margins to improve throughout the balance of the year with the introduction of its new product lines. Selling, general and administrative expenses decreased by 4.5% to $7.1 million in the first quarter of 1996 as compared to $7.4 million in the first quarter of 1995. As a percentage of sales, these expenses also decreased in the first quarter of 1996 to 32.5% from 40.0% in the first quarter of 1995. The decrease in S,G&A is due primarily to the decrease in professional legal fees and personal property taxes resulting from the Company's lower inventory levels. The Company recorded interest expense of approximately $159,000 related to borrowings under its revolving credit line for the first quarter of 1996 compared to approximately $265,000 for the first quarter of 1995. The decrease is the result of a lower average outstanding balance and reduced interest rate in the first quarter of 1996 compared the same period in 1995. The Company recorded an income tax benefit of approximately $709,000 for the first quarter of 1996 as compared to a benefit of approximately $1.4 million for the same quarter of 1995. The 1996 benefit includes the release of approximately $174,000 in the valuation allowance created in 1994 due to uncertainties of the recoverability of certain deferred tax assets. The continuing improvement and return to profitable operations has permitted management to reevaluate the Company's position and recognize the tax benefit Page 7 of 12 8 because management believes the related tax credits should be realized before their statutory expiration. Backlog As of the end of the first quarter of 1996, the Company had backlog orders of $9.6 million. This reflects a decrease in backlog orders of 56.4% as of the same date in 1995 when the Company had backlog orders representing $22.0 million in sales. Although the Company believes current orders to be firm and expects that substantially all of the backlog will be shipped in 1996, there can be no assurance that such orders will be shipped. The Company further believes that backlog is not a meaningful indicator of its future performance. Liquidity and Capital Resources The Company's principal sources of funds are its operations and bank credit facilities. Cash provided from operating activities was $1.9 million for the first quarter of 1996 compared to $97,000 used for operating activities in 1995. This improvement in cash flow is due primarily to efforts taken by management to reduce costs and expenses and inventory balances. The Company's bank credit facilities include a revolving credit line which is available to fund the Company's seasonal working capital needs and for general operating purposes. This revolving credit facility provides the Company with borrowing availability of $22 million and bears interest equal to the bank's prime rate minus one-half percent. The credit facility is secured by a first priority security interest in the accounts receivable, inventory, equipment, and general intangibles of the Company. At March 31, 1996, the interest rate charged on the outstanding balance of this credit line was 7.75%. Under the terms of this revolving credit facility, the Company's ability to pay cash dividends on its common stock is restricted and amounts available for borrowing are reduced by the outstanding balance of the Company's import letters of credit. As of March 31, 1996, the Company had utilized approximately $4.6 million of the credit facility for the acquisition of inventory to support future sales and for other general operating purposes and had approximately $2.1 million of outstanding import letters of credit. In addition, the Company had approximately $2.0 million of the credit facility outstanding for the acquisition of the Twinsburg, Ohio facility. This amount has been classified as long-term in the accompanying balance sheet as it is the Company's intentions to secure a term loan for this amount. The Company's borrowing under this revolving credit facility and outstanding import letters of credit fluctuates due to, among other things, seasonality of the business, the timing of supplier shipments, customer orders and payments, and vendor payments. Capital expenditures in the first quarters of 1996 and 1995 were approximately $2.5 million and $690,000, respectively. Approximately $1.7 million of 1996 first quarter capital expenditures were for the acquisition of the Twinsburg, Ohio facility. The balance of the 1996 and 1995 capital expenditures were primarily for product tooling. It is the Company's policy to carefully monitor the state of its business, cash requirements and capital structure. The Company believes that funds generated from operations and available from its borrowing capacity will be sufficient to fund its currently anticipated cash needs, however, there can be no assurances that this will occur. Page 8 of 12 9 PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (A) Exhibits Page ---- 11.1 Statement re: Computation of Per 11 Share Earnings (filed herewith). (B) Reports on Form 8-K There were no reports on Forms 8-K filed during the quarter ended March 31, 1996. (C) Exhibit 27 Financial Data Schedule 12 Page 9 of 12 10 SIGNATURES ---------- 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. (Registrant) Universal Electronics Inc. -------------------------- Date: May __, 1996 ______________________________________ David M. Gabrielsen President and Chief Executive Officer Date: May __, 1996 ______________________________________ Dennis P. Mansour Corporate Controller Page 10 of 11 11 SIGNATURES ---------- 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. (Registrant) Universal Electronics Inc. Date: May 15, 1996 /s/David M. Gabrielsen ----------------------------------- David M. Gabrielsen President and Chief Executive Officer Date: May 15, 1996 /s/Dennis P. Mansour ----------------------------------- Dennis P. Mansour Corporate Controller Page 10 of 12
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                                                                    Exhibit 11.1

                           UNIVERSAL ELECTRONICS INC.
                        COMPUTATION OF PER SHARE EARNINGS



Three Months Ended -------------------------- March 31, -------------------------- 1996 1995 ----------- ----------- Common stock outstanding, beginning of period 6,750,898 6,741,578 ----------- ----------- Weighted average common stock outstanding from exercise of stock options 7,476 -- ----------- ----------- Weighted average common stock outstanding 6,758,374 6,741,578 =========== =========== Net income (loss) attributable to common stockholders $ (570,152) $(2,453,163) =========== =========== Net income (loss) per common and common stock equivalents $ (0.08) $ (0.36) =========== ===========
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5 3-MOS DEC-31-1995 JAN-01-1996 MAR-31-1996 830 0 20,703 (242) 30,319 58,348 10,106 2,778 66,624 14,858 2,000 68 0 0 49,699 66,624 21,905 0 16,063 7,111 10 63 158 (1,279) (709) (570) 0 0 0 (570) (0.08) 0